0000950148-95-000554.txt : 19950822 0000950148-95-000554.hdr.sgml : 19950822 ACCESSION NUMBER: 0000950148-95-000554 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950821 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD/CA CENTRAL INDEX KEY: 0000225789 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 953187912 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-60561 FILM NUMBER: 95565416 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 FORMER COMPANY: FORMER CONFORMED NAME: REAL ESTATE ASSOCIATES LTD DATE OF NAME CHANGE: 19900828 10-Q 1 10-Q 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 JUNE 30, 1995 COMMISSION FILE NUMBER 2-60561 REAL ESTATE ASSOCIATES LIMITED A CALIFORNIA LIMITED PARTNERSHIP I.R.S. EMPLOYER IDENTIFICATION NO. 95-3187912 9090 Wilshire Blvd., Suite 201, Beverly Hills, Calif. 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 ESTATE ASSOCIATES LIMITED (a California limited partnership) INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995 PART I. FINANCIAL INFORMATION (UNAUDITED) Item 1. Financial Statements Balance Sheets, June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . 1 Statements of Operations, Six and Three Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . 2 Statement of Partner's Equity (Deficiency), Six Months Ended June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 3 Statements of Cash Flows Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 2. Management's Analysis and Discussion of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 9 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS JUNE 30, 1995 AND DECEMBER 31, 1994 ASSETS
1995 1994 (Unaudited) (Audited) ----------- ---------- INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS $1,959,340 $1,843,340 CASH AND CASH EQUIVALENTS 731,564 406,711 SHORT-TERM INVESTMENTS 125,000 125,000 OTHER RECEIVABLES FROM LIMITED PARTNERSHIPS 138,183 116,625 ---------- ---------- $2,954,087 $2,491,676 ========== ========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES: ACCOUNTS PAYABLE $ 7,653 $ 8,287 ACCRUED FEES DUE GENERAL PARTNER 1,485,667 1,396,997 DEFERRED DISTRIBUTION 489,039 672,627 ---------- ---------- 1,982,359 2,077,911 PARTNERS' EQUITY 971,728 413,765 ---------- ---------- $2,954,087 $2,491,676 ========== ==========
The accompanying notes are an integral part of these financial statements. 1 4 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS SIX AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994
Six months Three months Six months Three months ended ended ended ended June 30, 1995 June 30, 1995 June 30, 1994 June 30, 1994 ------------- ------------- ------------- ------------- INTEREST INCOME $ 9,879 $ 5,471 $ 10,367 $ 7,915 --------- --------- --------- --------- OPERATING EXPENSES: General and administrative 27,160 12,678 29,448 12,839 Legal and accounting 27,611 1,813 25,158 1,860 Management fees-general partner 203,670 101,835 203,670 101,835 --------- --------- --------- --------- 258,441 116,326 258,276 116,534 --------- --------- --------- --------- LOSS FROM OPERATIONS (248,562) (110,855) (247,909) (108,619) DISTRIBUTIONS RECOGNIZED AS INCOME 690,525 635,109 862,555 813,947 EQUITY IN INCOME AND AMORTIZATION OF ACQUISITION COSTS OF LIMITED PARTNERSHIPS 116,000 58,000 198,000 99,000 --------- --------- --------- --------- NET INCOME $ 557,963 $ 582,254 $ 812,646 $ 804,328 ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements. 2 5 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF PARTNERS' EQUITY (DEFICIENCY) SIX MONTHS ENDED JUNE 30, 1995
General Limited Partner Partners Total ---------- ----------- ---------- PARTNERSHIP INTERESTS, June 30, 1995 16,505 ========== EQUITY (DEFICIENCY), January 1, 1995 $(122,932) $ 536,697 $ 413,765 Net income for the six months ended June 30, 1995 5,580 552,383 557,963 --------- ---------- --------- EQUITY (DEFICIENCY), June 30, 1995 $(117,352) $1,089,080 $ 971,728 ========= ========== =========
The accompanying notes are an integral part of these financial statements. 3 6 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994
1995 1994 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 557,963 $ 812,646 Adjustments to reconcile net income to net cash provided by operating activities: Equity in income of limited partnerships (118,000) (200,000) Amortization of acquisition costs 2,000 2,000 Increase in other receivables from limited partnerships (21,558) - Increase (decrease) in - Accounts payable (634) (397) Deferred distribution (183,588) Accrued fees due general partner 88,670 (446,330) --------- --------- Net cash provided by operating activities 324,853 167,919 CASH FLOWS FROM INVESTING ACTIVITIES: Distributions from limited partnership recognized as return of capital - 9,481 --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 324,853 177,400 CASH AND CASH EQUIVALENTS, at beginning of period 406,711 571,754 --------- --------- CASH AND CASH EQUIVALENTS, at end of period $ 731,564 $ 749,154 ========= =========
The accompanying notes are an integral part of these financial statements. 4 7 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS JUNE 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 prepared by Real Estate Associates Limited (the "Partnership.") Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end. The results of operations for the interim period presented are not necessarily indicative of the results for the entire year. In the opinion of the Partnership, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals) neccessary to present fairly the financial position as of June 30, 1995, and the results of operations and changes in financial position for the six months then ended. The general partners have a 1 percent interest in profits and losses of the Partnership. The limited partners have the remaining 99 percent interest which is allocated in proportion to their respective individual investments. National Partnership Investments Corp. (NAPICO) is the corporate general partner of the Partnership. METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS The investment in limited partnerships is accounted for on the equity method. Acquisition, selection fees and other costs related to the acquisition of the projects have been capitalized to the investment account. 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. SHORT-TERM INVESTMENTS Short-term investments consist of bank certificates of deposit with original maturities ranging from more than three months to twelve months. The fair value of these securities, which have been classified as held for sale, approximates their carrying value. INCOME TAXES No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the liability of the individual partners. 5 8 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1995 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS The Partnership has limited partnership interests in 18 limited partnerships. The limited partnerships own residential rental projects consisting of 1,969 apartment units. The mortgage loans of these projects are insured by various governmental agencies. The Partnership, as a limited partner, is entitled from 50 percent to 99 percent of the profits and losses in the limited partnerships. Equity in losses of limited partnerships are recognized in the financial statements until the limited partnership investment account is reduced to a zero balance. Losses incurred after the limited partnership investment account is reduced to zero are not recognized. Distributions from the limited partnerships are accounted for as a return of capital until the investment balance is reduced to zero. Subsequent distributions received are recognized as income. The following is a summary of the investment in limited partnerships as of June 30, 1995: Balance, beginning of period $1,843,340 Amortization acquisition costs (2,000) Cash distribution recognized as return of capital - Equity in income of limited partnerships 118,000 ---------- Balance, end of period $1,959,340 ==========
In 1994, the Partnership received a cash distribution from a limited partnership (Van Nuys Associates) in the amount of $672,626. The distribution was in part the result of a settlement for rent subsidy payments from prior periods awarded to a group of property owners (including Van Nuys Associates) who participated in a lawsuit against HUD. At this time, HUD has demanded the return of a substantial portion of these funds based on the 9th Circuit Court's decision to overturn the injunctions granted against HUD. Van Nuys Associates engaged Alexander Consultants Inc. ("ACI") to review the demand by HUD and perform an independent accounting of the amounts due pursuant to the 9th Circuit Court's decision. Based on ACI's findings, HUD agreed that the local partnership would be required to pay HUD only $489,039, over the remaining seven year term of the Housing Assistance Payments Contract. 6 9 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1995 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED): The following are unaudited combined estimated statements of operations for the limited partnerships in which the Partnership has investments:
Six months Three months Six months Three months ended ended ended ended June 30, 1995 June 30, 1995 June 30, 1994 June 30, 1994 ------------- ------------- ------------- ------------- INCOME Rental and other $8,390,000 $4,195,000 $8,448,000 $4,224,000 ---------- ---------- ---------- ---------- EXPENSES Depreciation 1,362,000 681,000 1,372,000 686,000 Interest 2,504,000 1,252,000 2,650,000 1,325,000 Operating 4,254,000 2,127,000 4,076,000 2,038,000 ---------- ---------- ---------- ---------- 8,120,000 4,060,000 8,098,000 4,049,000 ---------- ---------- ---------- ---------- NET INCOME $ 270,000 $ 135,000 $ 350,000 $ 175,000 ========== ========== ========== ==========
NAPICO, or one of its affiliates, is the general partner and property management agent for certain of the limited partnerships included above. NOTE 3 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNER Under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is obligated to NAPICO for an annual management fee equal to 1/2 of 1 percent of the original invested assets of the limited partnership. Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnerships interests in the capital accounts of the respective partnerships. The management fee incurred for the six-month periods presented was $203,670. As of June 30, 1995, the fees and expenses due NAPICO exceeded the Partnership's cash. The general partner, during the forthcoming year, will not demand payment of amounts due in excess of such cash or such that the Partnership would not have sufficient operating cash. The Partnership reimburses NAPICO for certain expenses. In 1995, the reimbursement to NAPICO of $10,309 has been paid and included in the Partnership's operating expenses. NOTE 4 - CONTINGENCIES The corporate general partner of the Partnership is a plaintiff in various lawsuits and has also been named a 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 ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 1995 ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Partnership's primary sources of funds include interest income earned from investing available cash and distributions from limited partnerships in which the Partnership has invested. It is not expected that any of the local limited partnerships in which the Partnership has invested will generate cash flow sufficient to provide for distributions to limited partners in any material amount. RESULTS OF OPERATIONS Partnership revenues consist primarily of interest income earned on certificates of deposit and other temporary investment of funds not required for investment in local partnerships. Operating expenses consist primarily of recurring general and administrative expenses and professional fees for services rendered to the Partnership. In addition, an annual Partnership management fee in an amount equal to .5 percent of investment assets is payable to the corporate general partner. The Partnership accounts for its investments in the local limited partnerships on the equity method, thereby adjusting its investment balance by its proportionate share of the income or loss of the local limited partnerships. The equity in income of limited partnerships is received from one investee limited partnership. All other investee limited partnerships have reduced their investment balances to zero and as a result thereof, the Partnership does not recognize equity in losses from those investments. Except for certificates of deposit and money market funds, the Partnership's investments are entirely interests in other limited partnerships owning government assisted projects. Available cash is invested in these funds earning interest income as reflected in the statements of operations. These investments can be converted to cash to meet obligations as they arise. 8 11 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 1995 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The corporate general partner is a plaintiff or defandant in several lawsuits. None of these are 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. 9 12 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 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 ESTATE ASSOCIATES LIMITED (a California limited partnership) By: National Partnership Investments Corp. General Partner Date:____________________________________ By: ______________________________________ Bruce Nelson President Date:_____________________________________ By:________________________________________ Shawn Horwitz Executive Vice President and Chief Financial Officer 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 731,564 0 0 0 0 856,564 0 0 2,954,087 7,653 0 0 0 0 971,728 2,954,087 0 816,404 0 0 258,441 0 0 557,963 0 557,963 0 0 0 557,963 0 0