1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR QUARTER ENDED SEPTEMBER 30, 1995 COMMISSION FILE NUMBER 2-82765 REAL EQUITY PARTNERS A CALIFORNIA LIMITED PARTNERSHIP I.R.S. EMPLOYER IDENTIFICATION NO. 95-3784125 9090 Wilshire Boulevard, Suite 201, Beverly Hills, CA 90211 Registrant's Telephone Number, Including Area Code (310) 278-2191 Securities Registered Pursuant to Section 12(b) or 12(g) of the Act NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve 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 ----- ----- 2 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995 PART I. FINANCIAL INFORMATION Item 1. Financial Statements and Notes to Financial Statements Balance Sheets, September 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 1 Statements of Operations, Nine and Three Months Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . 2 Statement of Partners' Equity, Nine Months Ended September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Statements of Cash Flows, Nine Months Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 2. Management's Discussion and Analysis of Financial Position and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 ASSETS 1995 1994 (Unaudited) (Audited) ------------ ------------- RENTAL PROPERTY, at cost Land $ 7,077,565 $ 7,077,565 Buildings 26,949,118 26,949,118 Furniture and equipment 4,034,243 4,034,243 ------------ ------------ 38,060,926 38,060,926 Less accumulated depreciation (14,269,926) (13,587,088) ------------ ------------ 23,791,000 24,473,838 ------------ ------------ CASH AND CASH EQUIVALENTS 1,217,617 1,195,937 ------------ ------------ OTHER ASSETS: Due from affiliated rental agent 1,029,053 703,125 Other receivables and prepaid expenses 267,892 295,129 ------------ ------------ 1,296,945 998,254 ------------ ------------ $ 26,305,562 $ 26,668,029 ============ ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Mortgage notes payable $ 17,784,949 $ 17,959,940 Accrued fees and expenses due general partner 640,702 609,195 Accounts payable and accrued expenses 1,186,120 1,069,300 Tenant security deposits 279,359 279,359 ------------ ------------ 19,891,130 19,917,794 PARTNERS' EQUITY 6,414,432 6,750,235 ------------ ------------ $ 26,305,562 $ 26,668,029 ============ ============ The accompanying notes are an integral part of these financial statements. 1 4 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Unaudited) Nine months Three months Nine months Three months ended ended ended ended Sept. 30, 1995 Sept. 30, 1995 Sept. 30, 1994 Sept. 30, 1994 -------------- -------------- -------------- -------------- RENTAL OPERATIONS Revenues Rental income $3,942,549 $1,286,277 $3,997,581 $1,333,173 Other income 213,856 69,686 194,693 57,181 ---------- ---------- ---------- ---------- 4,156,405 1,355,963 4,192,274 1,390,354 ---------- ---------- ---------- ---------- Expenses Operating expenses 1,960,493 579,185 1,804,075 362,769 Depreciation 682,839 227,613 682,617 227,613 General and administrative 195,790 65,845 155,981 60,848 Management fees-affiliate 229,743 75,078 227,180 76,168 Interest expense 1,334,960 442,225 1,172,984 408,144 Provision for earthquake damage - - 423,079 423,079 ---------- ---------- ---------- ---------- 4,403,825 1,389,946 4,465,916 1,558,621 ---------- ---------- ---------- ---------- Loss from rental operations (247,420) (33,983) (273,642) (168,267) ---------- ---------- ---------- ---------- PARTNERSHIP OPERATIONS Interest income 34,007 11,226 19,965 8,054 ---------- ---------- ---------- ---------- Expenses Interest expense-general partner 31,507 10,618 73,933 12,649 General and administrative 65,933 26,102 67,089 19,809 Professional fees 24,950 2,986 39,765 2,978 ---------- ---------- ---------- ---------- 122,390 39,706 180,787 35,436 ---------- ---------- ---------- ---------- Loss from partnership operations (88,383) (28,480) (160,822) (27,382) ---------- ---------- ---------- ---------- Net loss $ (335,803) $ (62,463) $ (434,464) $ (195,649) ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. 2 5 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF PARTNERS' EQUITY (DEFICIENCY) NINE MONTHS ENDED SEPTEMBER 30, 1995 (Unaudited) General Limited Partners Partners Total -------- ----------- ---------- PARTNERSHIP INTERESTS, September 30, 1995 30,000 ========== EQUITY (DEFICIENCY), at January 1, 1995 $(717,075) $7,467,310 $6,750,235 Net loss for the nine months ended September 30, 1995 (3,358) (332,445) (335,803) --------- ---------- ---------- EQUITY (DEFICIENCY), at September 30, 1995 $(720,433) $7,134,865 $6,414,432 ========= ========== ========== The accompanying notes are an integral part of these financial statements. 3 6 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Unaudited) 1995 1994 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (335,803) $ (434,464) Adjustment to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 682,838 682,617 (Increase) decrease in: Other receivables and prepaid expenses 27,237 (168,294) Due from affiliated rental agent (325,928) 103,634 Increase (decrease) in: Accrued fees and expenses due general partner 31,507 (2,236,464) Accounts payable and accrued expenses 116,820 787,830 ---------- ----------- Net cash provided by (used in) operating activities 196,671 (1,265,141) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to partners - (450,000) Principal payments on mortgage notes payable (174,991) (186,309) Proceeds from mortgage notes payable - 5,785,000 Payments of mortgage notes payable - (3,096,178) ---------- ----------- Net cash provided by (used in) financing activities (174,991) 2,052,513 ---------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 21,680 787,372 CASH AND CASH EQUIVALENTS, at beginning of period 1,195,937 736,699 ---------- ----------- CASH AND CASH EQUIVALENTS, at end of period $1,217,617 $ 1,524,071 ========== =========== The accompanying notes are an integral part of these financial statements. 4 7 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1995 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL The information contained in the following notes to the financial statements is condensed from that which would appear in the annual audited financial statements; accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and related notes thereto contained in the annual report for the year ended December 31, 1994 filed by Real Equity Partners (the "Partnership"). National Partnership Investments Corp. ("NAPICO") is the corporate general partner of the Partnership. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire year. In the opinion of the general partners of the Partnership, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals) necessary to present fairly the financial position of the Partnership as of September 30, 1995, and the results of operations for the three and nine months then ended and changes in cash flow for the nine months then ended. RENTAL PROPERTY AND DEPRECIATION Rental property is stated at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the buildings and equipment. On January 17, 1994, the Park Creek and Warner Willows I and II rental properties sustained damage, estimated at approximately $1,454,000, due to the earthquake in the Los Angeles area. Insurance proceeds of approximately $630,000 were allocated to the Partnership in 1994, as the estimated full settlement under a master umbrella insurance policy covering earthquake damage for these and other properties managed by an affiliate of NAPICO. Included in liabilities at September 30, 1995 is approximately $627,400 related to the earthquake damages (Note 4). The total estimated expenditures needed to repair the properties, net of the insurance recoveries, which nets to approximately $824,000, were expensed in the period ended December 31, 1994, since they did not extend the useful life of the properties. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and bank certificates of deposit with an original maturity of three months or less. NOTE 2 - MORTGAGE NOTES PAYABLE Mortgage notes payable consist of the following: a. Conventional mortgage notes bearing interest at rates ranging from 8% to 10.375% per annum, payable in monthly installments ranging from $11,710 to $44,300 per month and having maturity dates from February 1996 to March 2001. These notes total $15,407,439 at September 30, 1995. 5 8 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1995 NOTE 2 - MORTGAGE NOTES PAYABLE (CONTINUED) b. Mortgage note, insured by the Department of Housing and Urban Development under the Section 221(d)(4) program, bearing interest at the rate of 7 percent per annum, payable in monthly installments of approximately $19,500, including interest through maturity in the year 2013. The note has a balance of $2,377,510 at September 30, 1995. The mortgage notes are secured by deeds of trust on the rental properties. The mortgage on the Arbor Glen property, in the approximate amount of $5,000,000 at September 30, 1995, matures in April 1996. The Partnership has submitted applications to refinance the property. There can be no assurance, however, that a new mortgage will be obtained or that the current mortgagor will extend the term of the existing mortgage. Parkside property has not made any payments since May 1995 on its mortgage note payable, which is nonrecourse to the Partnership. Although a default letter was received from the lender, the Partnership has requested from the lender an interest rate reduction and an extended maturity date on the mortgage. The lender may commence foreclosure action against the property if the mortgage payments in arrears are not brought current. The outstanding balance on the note payable is approximately $3,453,000 at September 30, 1995, and it is secured by the property, which has a net book value of approximately $3,598,000 at September 30, 1995. NOTE 3 - INCOME TAXES No provision has been made for income taxes in the accompanying financial statements as such taxes, if any, are the liability of the individual partners. NOTE 4 - RELATED PARTY TRANSACTIONS The Partnership has entered into agreements with an affiliate of NAPICO to manage the operations of the rental properties. The agreements are on a month-to-month basis and provide, among other things, for a management fee equal to 5 percent of gross rentals and other collections. Management fees charged to operations under this agreement were approximately $229,700 and $227,100 for the nine months ended September 30, 1995 and 1994, respectively. An affiliate of the corporate general partner repaired certain of the earthquake damage at the Park Creek and Warner Willows I and II rental properties. The payments to this affilate for these repairs has been approximately $733,000 through September 30, 1995. The remaining earthquake work to be performed (Note 1) will be competitively bid. 6 9 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1995 NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED) Under the terms of the Restated Certificate and Agreement of Limited Partnership (the "Partnership Agreement"), the Partnership is obligated to the corporate general partner for a deferred acquisition fee. This fee is for services rendered in connection with the selection, purchase, acquisition, development, and management of the Partnership and monitoring the operations of the properties. Distribution of any part of this fee shall be subordinated to receipt by each Limited Partner of an amount equal to a cumulative non-compounded 6 percent annual distribution with respect to the adjusted capital value (as defined in the Partnership Agreement). The aggregate amount of the deferred acquisition fee distributed in any year from net cash from operations shall not exceed an amount equal to 3 percent of the investment in properties plus any proceeds from sale or refinancing of the properties. The deferred acquisition fee shall be an amount which, when present valued at 8 percent from certain dates as defined in the Partnership Agreement, equals 10 percent of the gross proceeds of the offering ($3,000,000). Distribution of deferred acquisition fees will be made from net cash from operations and net proceeds from sale or refinancing for a maximum of 15 years, or until the above limit is met. The present value of the deferred acquisition fee plus accrued interest has been reflected in the accompanying financial statements and has been capitalized as part of the cost of rental property acquired. In March 1994, the Partnership paid approximately $2,300,000 to the corporate general partner from refinancing proceeds. The amount outstanding as of September 30, 1995 was approximately $641,000. The Partnership reimburses NAPICO for certain expenses. The reimbursement to NAPICO of $8,028 was paid and included in the Partnership's operating expenses in the nine months ended September 30, 1995. NOTE 5 - CONTINGENCIES The corporate general partner of the Partnership is a plaintiff in various lawsuits and has also been named as defendant in other lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the corporate general partner, the claims will not result in any material liability to the Partnership. 7 10 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1995 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Partnership was formed to invest in residential rental properties either directly or through investments in joint ventures and other partnerships which will invest in such real estate. The nine buildings owned by the Partnership were acquired at various dates during 1984 and 1985. The Partnership's primary sources of funds are income from rental operations and interest income earned on cash reserves. Distributions of net cash from operations were normally intended to be made to the Limited Partners of record on a quarterly basis during the months of February, May, August, and November pro rata in proportion to the number of units held. The November 1994, February 1995 and May 1995 distributions to the limited partners were not made due to the Partnership setting aside funds for losses incurred by REP as a result of the January 17, 1995 earthquake in the Los Angeles area. The Partnership will resume distributions to the limited partners once sufficient funds are in cash reserves to repair such earthquake damage. The mortgage on the Arbor Glen property matures in April 1996. The Partnership has submitted applications to refinance the property, and it is anticipated that the Partnership will obtain a new loan bearing interest at a fixed rate of aprpoximately 8.2% with a ten year term, amortized over 30 years. There can be no assurance, however, that a new mortgage will be obtained or that the current mortgagor will extend the term of the existing mortgage. RESULTS OF RENTAL OPERATIONS Occupancy at the Parkside property averaged 82 percent during the first nine months of 1995, an 8 percent decrease from the same period in 1994. Low occupancy has resulted in a decrease in cash flows for the period, and property operations were insufficient to pay monthly debt service. In order to mitigate the ongoing deficit operations at the property, the Partnership submitted a letter to the lender on the Parkside property on April 27, 1995, requesting an interest rate reduction and an extended maturity date on the mortgage. Parkside property has not paid mortgage payments since May 1995 and a default letter dated May 24, 1995 was received from the lender. The lender is reviewing the request for a loan modification. There can be no assurance, however, that the lender will agree to any debt forebearance, interest rate reduction or extension of the loan term. The Partnership advanced $43,000 to the Parkside property during the nine months ended September 30, 1995. The property operated at a deficit of approximately $120,309 during the nine months ended September 30, 1995, after accruing for the unpaid interest on the mortgage. The lender may commence foreclosure action if the mortgage payments in arrears are not brought current. Occupancy at the Warner Willows I & II properties averaged 96 percent during the first nine months of 1995, a 1 percent increase from the same period in 1994. The combined expenses for both properties, with the exception of interest expense (which increased as a result of the 1994 debt refinancing), remained 8 11 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1995 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF RENTAL OPERATIONS (CONTINUED) consistent compared with the same period in 1994. The properties had positive cash flows of approximately $40,000 and $19,800, respectively for the nine months ended September 30, 1995, after payments of approximately $10,000 on each of the properties for earthquake damage. See below for further discussion on earthquake damage. Occupancy at Arbor Glen averaged 95 percent during the first nine months of 1995 and 1994. Arbor Glen operated with positive cash flows of approximately $23,900 during the first nine months of 1995. The mortgage on the property expires in April 1996. Occupancy at the Park Creek property averaged 85 percent during the first nine months of 1995, a 7 percent decrease from the same period in 1994. Expenses are consistent when compared with same period in 1994. The property operated with positive cash flows of approximately $57,000 during the first nine months of 1995, after payments for earthquake damage of approximately $5,000. See below for further discussion on earthquake damage. Occupancy at the Willowbrook property averaged 95 percent during the first nine months of 1995, a 2 percent decrease for the same period in 1994. The property operated with positive cash flows of approximately $143,200 for the period. On January 17, 1994, the Park Creek and Warner Willows I and II rental properties sustained damage, estimated at approximately $1,454,000, due to the earthquake in the Los Angeles area. Insurance proceeds of approximately $630,000 were allocated to the Partnership in 1994, as the estimated full settlement under a master umbrella insurance policy covering earthquake damage for these and other properties managed by a related party. Included in liabilities at September 30, 1995 is approximately $627,400 related to the earthquake damages. The total estimated expenditures needed to repair the properties, net of the insurance recoveries, which nets to approximately $824,000, were expensed in the period ended December 31, 1994, since they did not extend the useful life of the properties. The Partnership operations consist primarily of interest income earned on certificates of deposit and other temporary investments of funds not required for investment in projects. The amount of interest income varies with market rates available on certificates of deposit and with the amount of funds available for investment. Operating expenses are higher in 1995 than in 1994 primarily because of roof repairs and replacement costs. Operating expenses of the Partnership consist substantially of recurring general and administrative expenses and professional fees for services rendered to the Partnership and interest on the deferred acquisition fee due the General Partners. 9 12 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1995 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF RENTAL OPERATIONS (CONTINUED) The Partnership is incurring interest expense at a rate of 8 percent per annum on the unpaid fees due the general partner. Under the terms of the Partnership Agreement, the Partnership is obligated to the general partner for a deferred acquisition fee for services rendered in connection with the selection, purchase, development, management and monitoring the operations of the properties, in an amount which, when calculated on a present value basis (using a discount factor of 8 percent for this purpose) from the date of payment to the general partners to September 27, 1984 equals 10 percent of the gross proceeds of the offering ($3,000,000). Distribution of any part of this fee from net cash from operations shall be subordinate to receipt by each Limited Partner of an amount equal to a cumulative noncompounded 6 percent distribution. The acquisition fee distributed in any year from net cash from operations shall not exceed an amount equal to 3 percent of investment in properties (approximately $600,000) plus any proceeds from sale or refinancing of the properties. During 1987, $762,000 was paid to the general partner for this fee. Of this amount, $612,000 was generated from refinancing one of the mortgage notes payable. Furthermore, in March, 1994, approximately $2,300,000 of the excess proceeds received from the Park Creek and Warner Willows I and II refinancings were used to partially pay the deferred acquisition fees due the general partner. As of September 30, 1995, approximately $641,000 is still outstanding. An annual property management fee, which shall not in any event exceed 5 percent of gross revenues from each property under management, is also payable to an affiliate of the corporate general partner. 10 13 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1995 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of September 30, 1995, the Partnership's corporate general partner was a plaintiff or defendant in several lawsuits. None of these were related to the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No exhibits are required per the provision of item 7 of regulation S-K. 11 14 REAL EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1995 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. REAL EQUITY PARTNERS (a California limited partnership) By: National Partnership Investments Corp. Corporate General Partner Date: ___________________________________ By: _____________________________________ Bruce Nelson President Date: ___________________________________ By: _____________________________________ Shawn Horwitz Executive Vice President and Chief Financial Officer 12