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 EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-95449
NATIONAL PROPERTIES INVESTMENT TRUST
Formerly Richard Roberts Real Estate Growth
Trust I (Exact name of registrant as specified in
its charter)
Massachusetts 06-6290322
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
P.O. Box 148 Canton Center, CT 06020
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (860) 693-9624
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12,13 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 filing requirements for the past 90 days. Yes X No
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NATIONAL PROPERTIES INVESTMENT TRUST
INDEX
Accountants' Review Report
Comparative Balance Sheet as of March 31, 1999 and December 31, 1998
Comparative Statement of Operations for the Quarters Ended March 31, 1999
and 1998
Comparative Statement of Changes in Shareholders' Equity for the Quarters
Ended March 31, 1999 and 1998
Comparative Statement of Cash Flows for the Quarters Ended March 31, 1999
and 1998
Notes to the Financial Statements
[Letterhead of Bernardi & Company, LLC]
Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut 06020
We have reviewed the accompanying balance sheet of National Properties
Investment Trust as of March 31, 1999 and the related statements of operations,
changes in shareholders' equity and cash flows for the quarters ended March 31,
1999 and 1998, included in the accompanying Securities and Exchange Commission
Form 10-Q for the period ended March 31, 1999 in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of National Properties
Investment Trust.
A review of interim financial information consists principally of inquiries of
Company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1998, and the related statements
of operations, shareholders' equity and cash flows for the year then ended (not
presented herein). In our report dated March 12, 1999, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 1998,
is fairly stated in all material respects in relation to the balance sheet from
which it has been derived.
The accompanying financial statements have been prepared assuming that the Trust
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Trust has sold its real property and its sole remaining
substantial asset is cash. The Trust does not currently own any operating
assets. These factors raise substantial doubt about the Trust's ability to
continue as a going concern. Management's plans in regard to these matters are
also discussed in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Respectfully submitted,
/s/ Bernardi & Company
BERNARDI & COMPANY, LLC
Certified Public Accountants
May 10, 1999
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE BALANCE SHEET
See Accountants' Review Report
(Reviewed) (Audited)
March 31, December 31,
1999 1998
ASSETS:
Investments in personal property $ 2,876 $ 3,158
Cash and cash equivalents 87,273 98,523
Receivable from employee - 1,137
----------- -----------
Total Assets $ 90,149 $ 102,818
=========== ===========
LIABILITIES:
Accounts payable and accrued expenses $ 5,001 $ 7,839
Prepaid rent 8,575 8,575
Due to shareholders 606 606
----------- -----------
Total Liabilities 14,182 17,020
----------- -----------
SHAREHOLDERS' EQUITY:
Shares of beneficial interest, no par value, unlimited
authorization, shares issued and outstanding were
747,503 in 1999 and 747,553 in 1998 11,790,407 11,790,407
Accumulated deficit (11,714,440)(11,704,609)
----------- -----------
Total Shareholders' Equity 75,967 85,798
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 90,149 $ 102,818
- ------------------------------------------ =========== ===========
The accompanying notes are an integral part of these financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF OPERATIONS
See Accountants' Review Report
For the Quarter Ended
March 31,
1999 1998
LOSS FROM OPERATIONS OF DISCONTINUED
LAKE MARY REAL ESTATE:
General and administrative expenses $ (10,544) $ (10,726)
-------- --------
OTHER INCOME:
Interest income 618 -
Dividend income 95 -
-------- --------
Total Other Income 713 -
-------- --------
NET LOSS $ (9,831) $ (10,726)
======== ========
LOSS PER SHARE OF BENEFICIAL INTEREST $ (0.01) $ (0.01)
======== ========
AVERAGE NUMBER OF SHARES OF BENEFICIAL
INTEREST 747,503 747,553
======== ========
The accompanying notes are an integral part of these financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
See Accountants' Review Report
For the Quarter Ended For the Quarter Ended
March 31, March 31,
1999 1998
Shares Amount Shares Amount
SHARES OF BENEFICIAL INTEREST
Balance - Beginning of the Period 747,503 $ 11,790,407 747,553 $ 11,791,190
Shares redemed 1,540 231 - -
Shares issued (1,540) (231) - -
------- ------------ ------- ------------
Balance - End of the Period 747,503 $ 11,790,407 747,553 $ 11,791,190
======= ============ ======= ============
ACCUMULATED DEFICIT
Balance - Beginning of the Period $(11,704,609) $(10,469,226)
Net loss (9,831) (10,726)
Dividends paid - (1,012,800)
------------ -------------
Balance - End of the Period $(11,714,440) $ (11,492,752)
============ =============
The accompanying notes are an integral part of these financial statements.
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
See Accountants' Review Report
For the Quarter Ended
March 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(9,831) $(10,726)
-------- --------
Adjustments to reconcile loss to net cash
used in operating activities
Depreciation 282 282
Changes in Assets and Liabilities:
Receivables - 1,314
Other assets 1,137 1,543
Accounts payable and accrued expenses (2,838) (25,219)
-------- --------
Total Adjustments (1,419) (22,080)
-------- --------
Net Cash Used In Operating Activities (11,250) (32,806)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of shares (231) -
Proceeds from the issuance of shares 231 -
Due to shareholders - 635
-------- --------
Net Cash Provided By
Financing Activities - 635
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (11,250) (32,171)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 98,523 32,171
-------- --------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 87,273 $ -
======== ========
The accompanying notes are an integral part of these financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization and Summary of Accounting Policies:
A. Organization:
National Properties Investment Trust (formerly Richard Roberts
Real Estate Growth Trust I) (the "Trust") was organized on January
16, 1985 as a Massachusetts Business Trust. The Trust invests
directly in equity interests in commercial, industrial and/or
residential properties in the United States which have
income-producing capabilities and intends to hold its properties
for long-term investment.
On December 31, 1997, National Properties Investment Trust,
sold its sole real estate asset (the "Property") to a newly formed
real estate investment trust company, the Philips International
Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000 shares of the Common Stock of New REIT pursuant to a
Contribution and Exchange Agreement, dated August 11, 1997, as
amended, among the Trust, the Board of Trustees of the Trust, New
REIT and certain affiliated partnerships or limited liability
companies associated with a private real estate firm controlled by
Philip Pilevsky and certain partners and members thereof (the
"Contribution and Exchange Agreement"). Soon after the issuance of
the New REIT stock, the stock split 1.706 to 1 and the shares were
issued on May 8, 1998. The New REIT indirectly owns ten shopping
center properties in the New England, Mid-Atlantic and Southeast
regions of the United States. New REIT is not affiliated with the
Trust or the Trustees of the Trust and the sale price for the
Property was determined by arm's-length negotiations between the
parties. The Property is an approximately 38,125 square foot
shopping center located in Lake Mary, Florida and, as of the date
of sale, was 100% occupied. The consummation of the transactions
contemplated by the Contribution and Exchange Agreement, including
the sale of the Property, was approved by a majority of the
shareholders of the Trust at its special meeting held on December
30, 1997. 499,097 of the 747,522 shares entitled to vote at such
meeting approved the transaction proposal, with 13,219 opposed and
10,624 abstaining.
The Trust exchanged its sole real estate holding for 32,000
shares of the Common Stock of New REIT plus the assumption of its
first mortgage. The total selling price was $2,161,940, resulting
in a gain of $1,106,368. 3,744 shares of the New REIT Common Stock
were distributed to the Trust shareholders on December 31, 1997
and approximately 20,256 of such shares were distributed to the
Trust shareholders on January 7, 1998 (representing in the
aggregate not less than 75% of the Common Stock received by the
Trust). The remaining 8,000 shares were retained by the Trust and
any distributions on the shares or net proceeds from the sale of
the shares will be available to the Trust for working capital
purposes. The New REIT stock split 1.706 to 1 and the Trust was
issued a total of 13,348 on May 8, 1998. The Trust is contingently
liable on the first mortgage.
NOTE 1 - Organization and Summary of Accounting Policies: (Continued)
B. Method of Accounting:
The financial statements of the Trust have been prepared on
the accrual basis of accounting.
C. Cash Equivalents:
For financial statement purposes, the Trust considers all
highly liquid investments with original maturities of three months
or less to be cash equivalents.
D. Income Taxes:
The Trust has made for prior years, and intends to make for
1999, an election to file as a real estate investment trust (REIT)
for federal tax purposes, and if so qualified, will not be taxed
on earnings distributed to shareholders. Accordingly, no provision
for federal income taxes has been made for the periods ended March
31, 1999 and March 31, 1998. However, the Trust is subject to
state income taxes, where applicable.
E. Depreciation:
Depreciation was computed using the straight-line method over
an estimated depreciable life of 7 years for personal property.
F. Accumulated Deficit:
The accumulated deficit, reported as a reduction of
Shareholders' Equity, includes net losses recognized and
distributions made to Shareholders as a return of capital
invested.
G. Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from those estimates.
NOTE 2 - Related Party Transactions:
The Trust offices are located at premises owned by the
Managing Trustee. No rent was charged to the Trust in the quarters
ended March 31, 1999 and 1998, respectively, however, the Trust
paid utility bills for the office of $156 and $338 in the quarters
ended March 31, 1999 and 1998, respectively.
The Trust paid health insurance premiums of $2,000 and $2,387
on behalf of two Trustees for the quarters ended March 31, 1999
and 1998, respectively. The Trust paid $2,632 and $1,473 to a
credit card account of the Managing Trustee for reimbursement of
Trust expenses during the quarters ended March 31, 1999 and 1998,
respectively. In 1998, the Trust overpaid the Managing Trustee
$1,139 for reimbursements of expenses, which was repaid to the
Trust in the quarter ended March 31, 1999.
NOTE 3 - Earnings Per Share:
Earnings per Share of Beneficial Interest are computed on the
weighted average number of Shares of Beneficial Interest
outstanding during the period.
NOTE 4 - Investment in Personal Property:
All of the Trust's property is recorded at historical cost.
The Trust's property and equipment are as follows:
March 31, December 31,
1999 1998
Furnishings and Equipment $ 6,545 $ 6,545
Less: Accumulated Depreciation ( 3,669) ( 3,387)
-------- -------
Net Investment in Personal Property $ 2,876 $ 3,158
======= =======
NOTE 5 - Going Concern:
The Trust during 1998, has sold all 13,648 shares that it
owned in Philips International Realty Corp. The Trust received
gross proceeds of $221,480 and had realized losses of $178,520.
Substantially all of the Trust's assets were held as cash as of
March 31, 1999. The Trust does not currently own any operating
assets. The Trust was contractually bound to operate for one year
until December 31, 1998. The Trustees of the Trust are
investigating new properties as possible acquisitions for the
Trust. Very preliminary negotiations are currently underway with a
potential merger candidate. Should the Trust be unable to acquire
a new property(ies) by the end of 1999, the Trustees will evaluate
their options as to the best course of action for the Trust and
will liquidate the Trust if it were to lose its REIT status.
NOTE 6 - Sale of Lake Mary Property:
The Trust exchanged its sole real estate holding for 32,000
shares of the Common Stock of New REIT, valued at $1,600,000 plus
the assumption of its first mortgage. The total selling price was
$2,161,940, resulting in a gain of $1,106,368. The Trust remains
contingently liable on the first mortgage.
The value of the Philips International Realty Corp. stock and
the value of the Lake Mary real property were determined based
upon the opinions of each of the parties financial advisors. The
relative valuations of the Partnership Properties, and the Trust's
Property, were considered independently by the Philips Group and
the Trust, and negotiated on an arm's-length basis. The Trust and
the Philips Group are not related parties and retained separate
legal counsel and financial advisors. The terms of the
Contribution and Exchange Agreement were the result of lengthy
negotiations. However, no third-party appraisals of the Properties
or any other assets were used to value such property for purposes
of the Transaction.
Accordingly, no assurance can be given that the valuation of
Philips International Realty Corp. implied by the market
capitalization of Philips International Realty Corp. does not
exceed the aggregate value of the Properties that might have been
obtained from an independent appraisal, or that the common stock
received by the Trust in the Transactions reflects the fair value
of the Trust's Property.
NOTE 7 - Contingencies:
In July 1993, the then trustees of Trust amended the
Declaration of Trust, without seeking or obtaining shareholder
approval, to, among other things, create an open-end trust such
that the Trust would have an infinite life. Since the date of such
amendment, the Trust and its trustees have been acting at all
times in a manner consistent with such infinite life status.
Although the current Trustees believe that such trustees acted
within their discretionary authority under the original
Declaration of Trusts in effecting such amendment without seeking
shareholder approval and that such amendment was properly adopted,
there can be no assurance that one or more shareholders of the
Trust will not challenge the validity of such amendment premised
upon the need for such shareholder approval under the terms of the
original Declaration of Trust or seek damages for breach of the
contractual provisions of the original Declaration of Trust. If
such a challenge was successfully brought, Trust may be required
to obtain shareholder approval of such amendment in order to
maintain its infinite life status (as opposed to liquidating one
year after the completion of the Formation Transactions), and
there can be no assurances that such shareholder approval, if
required, would be obtained.
On May 29, 1998 the shareholders of the Trust amended the
Trust's Declaration of Trust, to the following: (i) to confirm
self-management of the Trust by the Trustees, and the Managing
Trustee and such officers as the Trustees may appoint acting under
their direction, (ii) to substitute for provisions contemplating a
finite life of the Trust and self-liquidation upon sale of the
Trust's last real estate asset, a provision for perpetual life of
the Trust until terminated by action of a majority in interest of
the Shareholders, and (iii) to broaden the Trust's investment
guidelines and remove certain investment restrictions in order to
give the Trustees greater flexibility in managing the Trust's
remaining assets for maximum realization of value in the Trust,
subject always to the purpose of the Trust to operate so as to
qualify as a real estate investment trust within the meaning of
the Internal Revenue Code.
A lawsuit has been brought by a successor of the former
Advisor ("Former Advisor") in the State of Connecticut against the
Trust, Peter Stein (the Managing Trustee of the Trust)
individually, and First Investment Properties, Inc. (a former
Advisor of the Trust) for $105,000 plus interest, costs and
attorney's fees. The suit contends that the Trust assumed and
ratified the contract between First Investment Properties, Inc.,
which succeeded the Former Advisor as Advisor. The Trust contends
it was never party to the contract and intends to vigorously
defend these actions which it considers groundless. The ultimate
resolution of these matters is not ascertainable at this time. No
provision has been made in the financial statements related to
these claims. The suit is currently in the discovery phase and has
not been set to go to trial.
Management is unable to determine the effects the above events
will have on the financial condition of the Trust, if any.
NOTE 8 - Supplemental Disclosure of Cash Flow
Information:
March 31, 1999 March 31, 1998
Cash paid during the year -
Income taxes $ - $ -
Interest $ - $ -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on January 16,
1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust changed its
name from Richard Roberts Real Estate Growth Trust I to its current name. The
Trust has made for 1998 and prior years, and intends to make for 1999, an
election to file as a real estate investment trust "REIT" under the provisions
of the Internal Revenue Code and intends to maintain this status as long as it
will benefit the Trust's shareholders. The Trust considers its business to be
operating in one industry segment, investment in real property
On December 31, 1997, the Trust, sold its sole real estate asset (the
"Property") to a newly formed real estate investment trust company, Philips
International Realty Corp., a Maryland corporation ("New REIT"), in exchange for
32,000 shares of the common stock of the New REIT pursuant to a Contribution and
Exchange Agreement, dated August 11, 1997, as amended, among the Trust, the
Board of Trustees of the Trust, New REIT and certain affiliated partnerships or
limited liability companies associated with a private real estate firm
controlled by Philip Pilevsky and certain partners and members thereof (the
"Contribution and Exchange Agreement"). Soon after the issuance of the New REIT
stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The
New REIT indirectly owns ten shopping center properties in the New England,
Mid-Atlantic and Southeast regions of the United States. New REIT is not
affiliated with the Trust or the Trustees of the Trust and the sale price for
the Property was determined by arm's-length negotiations between the parties.
The Property is an approximately 38,125 square foot shopping center located in
Lake Mary, Florida and, as of the date of sale, was 100% occupied. The
consummation of the transactions contemplated by the Contribution and Exchange
Agreement, including the sale of the Property, was approved by a majority of the
shareholders of the Trust at its special meeting held on December 30, 1997.
499,097 of the 747,522 shares entitled to vote at such meeting approved the
transaction proposal, with 13,219 opposed and 10,624 abstaining.
The Trust exchanged its sole real estate holding for 32,000 shares of the Common
Stock of New REIT plus the assumption of its first mortgage. The total selling
price was $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of the New
REIT Common Stock were distributed to the Trust shareholders on December 31,
1997 and approximately 20,256 of such shares were distributed to the Trust
shareholders on January 7, 1998 (representing in the aggregate not less than 75%
of the Common Stock received by the Trust). The remaining 8,000 shares were
retained by the Trust and any distributions on the shares or net proceeds from
the sale of the shares will be available to the Trust for working capital
purposes. The New REIT stock split 1.706 to 1 and the Trust was issued a total
of 13,348 on May 8, 1998. The Trust is contingently liable on the first
mortgage.
The Trust's sole remaining substantial asset is cash. The Trust does not
currently own any operating assets. The Trust was contractually bound to operate
for one year until December 31, 1998. The Trustees of the Trust plan to
investigate new properties as possible acquisitions for the Trust. Potential
properties are currently under investigation, although the talks are in the
preliminary stages. Should the Trust be unable to acquire a new property(ies) by
the end of 1999, the Trustees will evaluate their options as to the best course
of action for the Trust.
Liquidity and Capital Resources
The Trust's primary cash requirements are for operating expenses relating to
continuing the existence of the Trust.
At March 31, 1999 the Trust had $87,273 in cash. Current liabilities and future
expenses are expected to be funded from cash. Cash is comprised almost entirely
from the proceeds from the sale of Philips International Realty Corp. stock.
The Trust is currently searching for potential new properties for acquisition.
When a new property is identified, the Trust plans to raise new capital or
exchange shares of beneficial interest to finance the purchase of the property.
In exchange for capital raised, the Trust intends to issue stock to the new
investors. This stock will be in addition to the stock now outstanding for the
Trust. Currently no new properties have been contracted for purchase and no new
capital has been raised.
The principal asset of the Trust consists of cash.
Inflation
Not applicable
Competition
Not applicable
Results of Operations
Not applicable. The Trust has no current operations and has received $713 of
investment income and incurred $10,544 of expenses necessary for the continued
existence of the Trust.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
A lawsuit has been brought by a successor of the former
Advisor ("Former Advisor") in the State of Connecticut against the
Trust, Peter Stein (the Managing Trustee of the Trust)
individually, and First Investment Properties, Inc. (a former
Advisor of the Trust) for $105,000 plus interest, costs and
attorney's fees. The suit contends that the Trust assumed and
ratified the contract between First Investment Properties, Inc.,
which succeeded the Former Advisor as Advisor. The Trust contends
it was never party to the contract and intends to vigorously
defend these actions which it considers groundless. The ultimate
resolution of these matters is not ascertainable at this time. No
provision has been made in the financial statements related to
these claims. The suit is currently in the discovery phase and has
not been set to go to trial.
ITEM 2. CHANGES IN SECURITIES.
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NOT APPLICABLE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL INTEREST
NONE
ITEM 5. OTHER INFORMATION.
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
NONE
Signatures
Pursuant to the requirements of Section 13 of 15(d) 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.
NATIONAL PROPERTIES INVESTMENT TRUST
5/13/99 /s/ Peter M. Stein
Date: ___________________ By: __________________________________
Peter M. Stein
Managing Trustee
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:
Signature Title Date
/s/ Peter M. Stein 5/13/99
___________________________ Managing Trustee ______________
Peter M. Stein
/s/ Jay Goldman 5/13/99
___________________________ Trustee ______________
Jay Goldman
/s/ Robert Reibstein 5/13/99
___________________________ Trustee ______________
Robert Reibstein