SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 - K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE OF 1934
FOR THE YEAR ENDED COMMISSION FILE NUMBER
DECEMBER 31, 1996 3318424
CALIFORNIA REAL ESTATE PARTNERS
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 33-0334188
(State of organization) (I.R.S. Employer I.D. No.)
PO Box 5370, Box 548, Santa Ana, California 92704
(Address of principal executive office) (Zip Code)
(714) 531-9596
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act;
None
-------------------------------------
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 ___.
The number of shares outstanding of the registrant's only
class of common stock, as of December 31, 1996: - Not
Applicable
SEC Filing fee a/c #825155
PART I
Item 1. Business
California Real Estate Partners is a California Limited
Partnership (the "Partnership") that was formed on November
23, 1987, for the purpose of acquiring interests in, and
becoming a general partner of two California partnerships
(the "Project Partnerships"). Benjamin C. Harris is the
General Partner of the Partnership.
The Partnership until October 31, 1989 owned partnership
interest in two partnerships. The Village Drive Ltd
partnership interest was redeemed on October 31, 1989 by
Rampart General, Inc. The remaining Project Partnership is
Riverview Community Partners ("Riverview"), involving a 232-
unit apartment complex located on a site of approximately
10.3 acres in Santa Ana, California.
The purpose of the Partnership is to provide the
Partnership and its Partners with (i) cash distributions from
operating revenues; (ii) tax benefits from ownership of the
Project (through the Project Partnership) to the extent
permitted by law; (iii) cash distributions, taxable as long-
term gain, upon sale of the Partnership or the Partnership's
interest in the Project Partnership; and (iv) preservation of
capital.
The Project Partnership was formed partially with
affiliated parties of the Partnership. Benjamin C. Harris
and Willard V. Harris, Jr. are directly or indirectly the
other partners in the Project Partnership. Willard V.
Harris, Jr. was the Chairman of the Board of Directors and
President of Rampart General, Inc. ("Rampart"). Rampart went
out to business in 1993. Benjamin C. Harris and Willard V.
Harris, Jr. are brothers.
The Riverview Project
The Riverview Project is a 232-unit garden style
apartment project located in Santa Ana, California. The
Project is located on 10.3 acres and the 232 units are
made up of 15 two-story buildings. The project has 40 one-
bedroom and one-bath units and 192 two-bedroom and two-bath
units of two distinct floor styles. Average unit size is 850
square feet. Each unit has wall-to-wall carpeting, a gas-
burning fireplace, a washer/dryer, a range/oven, a garbage
disposal, cable TV hookup, and large oval tubs. The
Riverview Project also has a swimming pool, a jacuzzi, and a
clubhouse. There is parking for 413 automobiles, some
covered.
Pursuant to an agreement with the Community
Redevelopment Agency of the City of Santa Ana, 20% of
apartments are to be set aside for moderate to low income
families as defined for Orange County. The maximum rents
allowable for such units are not substantially below the
rents for the balance of the apartments. These requirements
were entered into in connection with certain financial
assistance provided by the City of Santa Ana in the
acquisition of certain of the land for the Riverview Project.
Rents for the Riverview Project range from $660 to $820 per
month. At December 31, 1996 the occupancy rate was 90%. The
average stabilized rental rate for all of the apartments is
approximately $174,800 per month, although there can be no
assurance that the will be maintained.
At December 31, 1993 there were two existing Permanent
Loans on the property. They were 20-year loans providing for
a 30-year amortization rate with initial monthly payments of
$83,413 and $6,425. Such payments remained until November 1,
1991 and March 1, 1992, respectively, after which times each
Permanent Loan was adjusted annually to provide for equal
monthly payments, at the then current interest rate, over the
balance of the amortization period. For the Second five
years of each Permanent Loan, such payments cannot increase
more than 7-1/2% over the prior payments. Balloon payments
will be due in April, 2008 and February, 2009, in the amount
of approximately $7,150,000 and $500,400, respectively, based
on current amortization schedule and interest rates. The
Permanent Loans can be prepaid at any time. The Permanent
Loans are secured by the Project and the rents thereon and
the Permanent Loans and are guaranteed by Benjamin C. Harris
and Willard V. Harris, Jr. and his wife, Harriet A. Harris.
The Lender must consent to any sale of the Project and at
such time may adjust the minimum and maximum interest rates
five percentage points above or below the then interest rate.
Any transfer of the Partnership's interest in the Riverview
Partnership also requires the Lender's consent and the Lender
can similarly adjust the maximum and minimum interest rates.
On February 10, 1994 these two loans were refinanced
with a new first trust deed in the amount of $11,985,000 at
7 1/4% fixed interest for 35 years. The existing two trust
deed notes had a payoff of $10,368,200. The remaining cash
proceeds were used to pay down a portion of the existing
original land loan, pay delinquent property taxes, pay loan
costs and setup replacement and impound accounts.
In connection with the acquisition of certain parcels
for the apartments and single-family homes, Rampart, on
February 1, 1986, issued a $1,485,000 purchase money
promissory note, guaranteed by Willard V. Harris, Jr., for
the purchase of such land. The Partnership has interest in
only the apartment portion on the land. At March 29, 1989
all single-family homes had been constructed and were sold.
The note is secured by a deed of trust, which was
subordinated to the Permanents Loans' deed of trust. On July
16, 1987, the note was modified to separate the note into an
apartment portion ($660,000) and single family home portion
($835,000) secured by the respective lands on which each is
to be constructed. In November, 1987, $385,000 was paid on
the single-family home amount. With regard to the apartment
amount, on August 31, 1988, the holder of the note extended
the of time payment until May 1, 1989 and the note was
increased to $695,000. On May 1, 1989 the holder elected to
extend the note to April 30, 1992 which cost a fee of 3% and
increased the interest rate from 12% to 15%. The note has a
current balance of $1,082,963 which includes unpaid interest
owing to November 1, 1990. Payments of interest only have
been made since December 1, 1990. The note was due and
payable on April 30, 1992. On February 10, 1994 the note was
reduced by a payment from the proceeds of the refinancing the
first and second trust deeds. The remaining balance of the
note is due February 10, 1998. Interest rate will be 7%
until February 1, 1995 and prime plus four percent, not to
exceed twelve percent, to February 10, 1998.
Fee simple title to the land for the Riverview Project
is held in the name of Ridgewood Development, Inc a
subsidiary of Rampart General, Inc. Pursuant to written
agreements, such title is held for the beneficial interest of
the Riverview Partnership but is held in such names for
purposes of acquiring the land and the Permanent Loans.
General
There were no distributions made to the Limited Partners
during the year ended December 31, 1996. Such distributions
will be made from rental income with respect to the
Partnership investment in the Project Partnership. A
distribution of $10.00 per Unit was made February 9, 1989
with a loan from Rampart. The attainment of the Registrant's
investment objectives will depend on many factors, including
the successful management of the operations of the
apartments. Future economic conditions in the United States
as a whole and, in particular, in the localities in which the
apartments are located will also be important factors,
especially with regard to achievement of capital
appreciation.
The Partnership expects to sell the apartments in
approximately five to eight years but will take into
consideration such factors as the amount of appreciation in
value, if any, to be realized, the possible risks of
continued ownership and the anticipated advantages to be
gained for the Partners and market conditions. No apartments
will be sold, financed or refinanced by the Partnership
without the agreement of all General Partners. Proceeds from
any future sale, financing or refinancing of the apartments
Properties will not be reinvested but will be distributed to
the Partners, so that the Partnership will, in effect, be
self-liquidating.
The Partnership's investments in the apartments are
subject to competition from similar types of properties in
the vicinity in which they are located. The Partnership
competes with other real estate owners and developers for the
rental, lease and sale of the apartments. In some cases, the
Partnership may compete with other partnerships affiliated
with either General Partner. Furthermore various limited
partnerships may in the future be formed by affiliates of the
General Partner to engage in businesses which may be
competitive with the Partnership.
The Partnership has no employees. On-site management of
the apartments are conducted by the Project Partnership or by
affiliated and unaffiliated managers and supervised by the
Project Partnership.
Item 2. Properties
The Partnership owns interest in the Project
Partnerships as follows:
Number of Percentage
Project(1) Apartments Interest Location
Riverview Community 232 30% (2) Santa Ana, CA
(1) See Item 1. Business for descriptions.
(2) In Riverview the remaining 70% partnership interest is
owned directly or indirectly by Benjamin C. Harris,
Willard V. Harris, Jr. and an unaffiliated partner.
Item 3. Legal Proceedings
The Registrant is not subject to any material pending
legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
During the Fourth Quarter of the year ended December 31,
1996, no matter was submitted to a vote of security holders
through the solicitation of proxies or otherwise.
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
As of December 31, 1996, the number of holders of Units
was 291. No public trading market has developed for the
Units, and it is not anticipated that such a market will
develop in the future.
Item 6. Selected Financial Data
Year Ended December 31,
1996 1995
Net income (loss) $ (38,076) $ (96,098)
Net income (loss) to limited
partnership unit holders $ (37,695) $ (95,137)
Net cash from operations $ (38,076) $ (97,178)
Net income (loss) per limited
partnership unit $ (15.08) $ (38.05)
Total assets (Deficit) $(173,845) $(163,077)
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
The Project Partnership has obtained Permanent Loans on
the apartments. The Project's cash flow need may not be
entirely satisfied by cash flow generated by such Project
until there is an increase in rental income over the next few
years. The General Partner and partners in the project
Partnership, with the exception of California Real Estate
Partners, have agreed to loan the Project Partnership any
cash flow shortfalls until the Project is self sufficient.
Results of Operations
The Riverview Community Partnership was formed in
December, 1985 and construction was completed in December
1988. For the year ended December 31, 1996 the loss was
$35,892 with a vacancy factor of 12%. The partnerships 30%
share of the loss was $10,768. After adjusting for
depreciation and amortization The Riverview Community
Partnership in 1996 had a positive cash flow of $270,621.
For the year ended December 31, 1995 the loss was $231,653
with a vacancy factor of 11%. The partnerships 30% share of
the loss was $69,495. After adjusting for depreciation and
amortization The Riverview Community Partnership in 1995 had
a positive cash flow of $74,314.
Added to the total losses from the apartments projects
of $10,768 in 1996 were additional Partnership administrative
expenses of $27,308 for a total loss of $38,076 for 1996.
For the year 1995 administrative expenses were $24,970 for a
total partnership loss of $96,098.
Item 8. Financial Statements and Supplementary Data
See list of Financial Statements and Financial Statement
Schedules at page F-1, filed as part of this report.
Item 9. Disagreements on Accounting and Financial
Not applicable
Part III
Item 10. Directors, Executive Officers, Promotors and
Control Persons
Benjamin C. Harris is the General Partner of the Partnership.
Benjamin C. Harris, age 63, has been a Director of
Future Communities, Inc. since 1970 and since September,
1971, has been President, Chief Executive Officer, and
Chairman of the Board of Directors of Future Communities,
Inc. From 1966 until March, 1986, he was Treasurer of
Rampart General, Inc. Benjamin C. Harris is a brother of
Willard V. Harris, Jr.
Item 11. Executive Compensation
None of the affiliated Project Partnership owners have
received during the current year any compensation from the
Partnership or the Project Partnerships. The General Partner
has been paid his $25,000 annual fee.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of December 31, 1992, Rampart General, Inc. owned
26.5% of the Units of the Partnership. Rampart is a public
corporation engaged in the manufacture and marketing of
precast fireplaces and walls. On November 15, 1993 Rampart
General, Inc. sold their 26.5% partnership interest to
Fireplace Manufacturers, Inc. an affiliate of Rampart
General, Inc. Benjamin C. Harris and Willard V. Harris, Jr.
owe 18.4% of Fireplace Manufacturers, Inc.
The General Partner, Benjamin C. Harris, will
participate in distributions of the Partnership. In general,
distributions to the General Partner is 1% of Net Cash From
Operations and Net Cash From Sales or Refinancing until the
Limited Partners receive 6% per annum cumulative, but not
compounded, on their Adjusted Capital Contributions, at which
time the General Partner's interest will increase to 25%.
Item 13. Certain Relationships and Related Transactions
See Item 1, Business.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter
of calendar year 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
CALIFORNIA REAL ESTATE PARTNERS
__________________________
Date: March 18, 1997 By: Benjamin C. Harris
General Partner
Annual Report On Form 10-K
Item 8, item 14 (a) (1) and (2) and Item 14 (d)
List of Financial Statements And
Financial Statement Schedules
Financial Statement Schedules
December 31, 1996
California Real Estate Partners,
a California Limited Partnership
F-1
Form 10-K ---- Item 14 (a) (1) and (2)
Californian Real Estate Partners
List of Financial Statements and Financial Statement
Schedules - Unaudited
The following financial unaudited statements of
California Real Estate Partners in Item 8:
Page
Balance sheet --- December 31, 1996 and 1995 F-3
Statements of Operations --- For the
years ended December 31, 1996 and 1995 F-4
Statement of Partners' Equity --- For
the years ended December 31, 1996 and 1995 F-5
Statement of Cash Flows ---
For the years ended December 31, 1996 and 1995 F-6
Notes to Financial Statements F-7
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission have been omitted since (1) the
information required is disclosed in the financial statements
and the notes thereto; (2) the schedules are not required
under the related instructions; or (3) the schedules are
inapplicable.
F-2
CALIFORNIA REAL ESTATE PARTNERS
A California Limited Partnership
Balance Sheet
December December
ASSETS 31, 1996 31, 1995
Cash $ 0 $ 0
Partnership interests (at equity):
Riverview Bentley Apartments -
30% interest (Deficit) (173,845) (163,077)
------- -------
Total assets (Deficit) $ (173,845) $ (163,077)
======= =======
LIABILITIES AND PARTNERS' EQUITY
Due to affiliates $ 233,572 $ 206,264
Accounts payable 0 0
Partnership Equity: (Deficit)
Capital, general partners 17,510 17,890
Capital, limited partners (424,927) (387,231)
------- -------
Total partnership equity (407,417) (369,341)
------- -------
Total liabilities and
partners' equity (Deficit) $ (173,845) $ (163,077)
======= =======
Prepared Without Audit
The accompanying notes are an integral part
of these finanical statements.
F-3
CALIFORNIA REAL ESTATE PARTNERS
A California Limited Partnership
Statement of Operations
For the Year Ended
December December
31, 1996 31, 1995
(Profit) Loss partnership interest -
Riverview Bentley Apartments - 30% $ 10,768 $ 71,128
Administrative expenses 27,308 24,970
------- -------
Net loss $ (38,076) $ (96,098)
======= =======
Net loss to general partner $ (381) $ (961)
===== =====
Net loss to limited partners $ (37,695) $ (95,137)
======= =======
Net loss per unit of
limited partnership $ (15.08) $ (38.05)
===== =====
Prepared Without Audit
The accompanying notes are an integral part
of these finanical statements.
F-4
CALIFORNIA REAL ESTATE PARTNERS
A California Limited Partnership
Statement of Partners' Equity
For the Year Ended
General Limited
Partner Partners Total
Beginning capital,
December 31, 1994 $ 18,851 $ (292,094) $ (273,243)
Net loss for the year 1995 (961) (95,137) (96,098)
------ ------- -------
Ending capital,
December 31, 1995 $ 17,890 $ (387,231) $ (369,341)
Net loss for the year 1996 (381) (37,695) (38,076)
------ ------- -------
Ending capital,
December 31, 1996 $ 17,510 $ (424,927) $ (407,417)
====== ======= =======
Prepared Without Audit
The accompanying notes are an integral part
of these finanical statements.
F-5
CALIFORNIA REAL ESTATE PARTNERS
A California Limited Partnership
Statement of Cash Flows
For the Year Ended
December December
31, 1996 31, 1995
Cash flows from operating activities:
Net loss $ (38,076) $ (96,098)
Non-cash expenses, revenues and
losses included in net earnings:
Net increase (decrease) in a/c pay 0 (1,080)
------- -------
Net cash used in operaing activities (38,076) (97,178)
Cash flows from investment activities:
Partnership investments 10,768 71,128
------- -------
Net cash provided by (used in)
investing activities 10,768 71,128
Cash flows from financing activities:
Net increase in affiliates payable 27,308 26,050
------- -------
Net cash provided by (used in)
financing activities 27,308 26,050
------- -------
Net increase in cash 0 0
Cash at beginning of period 0 0
------- -------
Cash at end of period $ 0 $ 0
======= =======
Prepared Without Audit
The accompanying notes are an integral part
of these finanical statements.
F-6
CALIFORNIA REAL ESTATE PARTNERS
A California Limited Partnership
Notes to Financial Statements
December 31, 1996 and 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Limited Partnership was formed on November 23, 1987 with
Benjamin Harris as the General partner. On December 22, 1987
Rampart General, Inc. and subsidiaries assigned their 24%
general partnership interest in Village Drive, Ltd., together
with their 30% general partnership interest in Riverview
Apartments, in exchange for 3,999 limited partnership units.
Subsequent to December 31, 1987 one limited partnership unit
was acquired by Rampart General, Inc and subsidiaries for
$723.97 in cash and Benjamin Harris received his general
partnership interest for the sum of $29,244 cash. On October
31, 1989, the Limited Partnership redeemed 1,500 limited
partnership units owned by the majority limited partner
Rampart General, Inc. and subsidiaries in consideration of
the Partnership's 24% general partnership interest in Village
Drive Limited, a California limited partnership. After the
redemption, the ownership interest in the units of Rampart
General, Inc. and subsidiaries were reduced from 53.53% to
26.26% and the total number of units were reduced from 4,000
to 2,500. The Limited partnership now owns a 30% interest in
the Riverview Community Partnership, a 232 unit apartment
project in Santa Ana, California. On November 15, 1993
Rampart General, Inc sold their 26.5% partnership interest to
Fireplace Manufacturers, Inc. an affiliate of Rampart
General, Inc.
(2) PARTNERSHIP ADMINISTRATION FEE
The partnership paid the general partner an annual fee of
$25,000 in 1996 and 1995 for the administrative services
provided to the partnership.
F-7
(3) DUE TO AFFILIATES
As of December 31, 1996 and 1995, the balance due to
affiliates consisted of the following:
1996 1995
Due to Riverview Community Partner $ (16,908) $ (14,600)
Due to W.V. Harris, Jr. (9,423) (9,423)
Due to B.C. Harris (207,241) (182,241)
------- -------
Total due to affiliates $(233,572) $(206,264)
======= =======
(4) RIVERVIEW COMMUNITY PARTNERS
The Riverview Community Partners was completed in December,
1988. A condensed summary of its December 31, 1996 and 1995
financial statements is as follows:
1996 1995
ASSETS:
Cash $ 29,531 $ 1,586
Receivables 143,152 267,910
Prepaid expenses 24,393 23,113
Property and equipment 14,529,457 14,480,545
Accumulated depreciation (2,386,817) (2,080,304)
Deposits & Reserves 230,760 275,699
---------- ----------
Total assets $12,570,476 $12,968,549
========== ==========
LIABILITIES AND PARTNERS' EQUITY:
Accounts payable, accrued
interest & tenant deposits $ 180,750 $ 489,544
First trust deed note payable 11,756,846 11,845,102
Second trust deed note payable 755,275 720,404
---------- ----------
Total liabilities 12,692,871 13,055,050
Partners' equity (122,395) (86,501)
---------- ----------
Total liabilities and
partners' equity $12,570,476 $12,968,549
========== ==========
F-8
EARNINGS (LOSSES) AT DECEMBER 31,
1996 AND 1995:
1996 1995
Rents and other income $2,011,239 $1,907,652
Operating expenses 586,998 640,595
Real estate taxes 95,923 132,202
Management & Administrative 115,906 142,428
Depreciation 306,513 305,967
Interest expense 941,791 913,112
--------- ---------
2,047,131 2,139,304
Net (loss) $ (35,892) $ (231,652)
========= =========
(5) DRAWINGS
Pursuant to an agreement between Rampart General, Inc. and
the bondholders, the Partnership distributed $10 per unit to
the limited partners who were bondholders. No distribution
was made to Rampart General, Inc. nor to the general partner.
A total of $18,370 was distributed at December 31, 1989.
There has been no distributions in 1995 or 1996.
F-9