-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OmtWQnxK85v8i7NxEKCtfGGsG0gwXhluw6Of/9WCyIP/oHKLguda5o5N/9OBdUnI M0W0AiAFlfNzO4FXBibh8g== /in/edgar/work/20000821/0000950148-00-001839/0000950148-00-001839.txt : 20000922 0000950148-00-001839.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950148-00-001839 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD/CA CENTRAL INDEX KEY: 0000225789 STANDARD INDUSTRIAL CLASSIFICATION: [6512 ] IRS NUMBER: 953187912 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09262 FILM NUMBER: 706586 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 e10-q.txt QUARTERLY REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended JUNE 30, 2000 Commission File Number 0-09262 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 Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed 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, 2000 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets, June 30, 2000 and December 31, 1999................. 1 Statements of Operations, Six and Three Months Ended June 30, 2000 and 1999............... 2 Statement of Partner's Equity (Deficiency), Six Months Ended June 30, 2000.................................. 3 Statements of Cash Flows Six Months Ended June 30, 2000 and 1999......................... 4 Notes to Financial Statements....................................... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings.............................................. 15 Item 6. Exhibits and Reports on Form 8-K............................... 15 Signatures.............................................................. 16
3 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS JUNE 30, 2000 AND DECEMBER 31, 1999
ASSETS 2000 1999 (Unaudited) (Audited) ----------- --------- INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 609,294 $ 579,027 CASH AND CASH EQUIVALENTS (Note 1) 107,284 203,866 --------- --------- TOTAL ASSETS $ 716,578 $ 782,893 ========= ========= LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Accounts payable (Note 3) $ 52,519 $ 46,368 --------- --------- COMMITMENTS AND CONTINGENCIES (Notes 3 and 4) PARTNERS' EQUITY (DEFICIENCY): General partners (120,429) (119,704) Limited partners 784,488 856,229 --------- --------- 664,059 736,525 --------- --------- TOTAL LIABILITIES AND PARTNERS' EQUITY $ 716,578 $ 782,893 ========= =========
The accompanying notes are an integral part of these financial statements. 1 4 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)
Six months Three months Six months Three months ended ended ended ended June 30, 2000 June 30, 2000 June 30, 1999 June 30, 1999 ------------- ------------- ------------- -------------- INTEREST AND OTHER INCOME $ 3,950 $ 1,736 $ 9,665 $ 3,791 --------- -------- --------- -------- OPERATING EXPENSES: Legal and accounting 48,618 23,700 56,388 28,900 Management fees - general partner (Note 3) 53,118 26,566 53,116 26,558 Administrative (Notes 2 and 3) 26,161 20,679 82,426 14,313 --------- -------- --------- -------- Total operating expenses 127,897 70,945 191,930 69,771 --------- -------- --------- -------- LOSS FROM OPERATIONS (123,947) (69,209) (182,265) (65,980) DISTRIBUTIONS FROM LIMITED PARTNERSHIPS RECOGNIZED AS INCOME (Note 2) 9,481 -- 9,481 -- EQUITY IN INCOME OF LIMITED PARTNERSHIPS AND AMORTIZATION OF ACQUISITION COSTS (Note 2) 42,000 22,000 18,000 (1,000) --------- -------- --------- -------- NET LOSS $ (72,466) $(47,209) $(154,784) $(66,980) ========= ======== ========= ======== NET LOSS PER LIMITED PARTNERSHIP INTEREST (Note 1) $ (4) $ (3) $ (9) $ (4) ========= ======== ========= ========
The accompanying notes are an integral part of these financial statements. 2 5 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY) FOR THE SIX MONTHS ENDED JUNE 30, 2000 (Unaudited)
General Limited Partners Partners Total -------- -------- -------- PARTNERSHIP INTERESTS 16,505 ========= EQUITY (DEFICIENCY), January 1, 2000 $(119,704) $ 856,229 $ 736,525 Distributions for the six months ended June 30, 2000 0 Net loss for the six months ended June 30, 2000 (725) (71,741) (72,466) --------- --------- --------- EQUITY (DEFICIENCY), June 30, 2000 $(120,429) $ 784,488 $ 664,059 ========= ========= =========
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 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (Unaudited)
2000 1999 ----------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (72,466) $ (154,784) Adjustments to reconcile net loss to net cash used in operating activities: Equity in income of limited partnerships and amortization of acquisition costs (42,000) (18,000) Increase in accrued fees and expenses due general partner -- 8,851 Increase (decrease) in accounts payable 6,151 (74,935) --------- ----------- Net cash used in operating activities (108,315) (238,868) --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Distributions from limited partnership recognized as return of capital 35,733 37,918 Advances to limited partnerships (24,000) (20,000) Proceed from the sale of limited partnership interests -- 3,900,000 --------- ----------- Net cash provided by investing activities 11,733 3,917,918 --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to partners -- (3,900,000) --------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (96,582) (220,950) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 203,866 540,568 --------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 107,284 $ 319,618 ========= ===========
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, 2000 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, 1999 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) necessary to present fairly the financial position as of June 30, 2000, and the results of operations and changes in cash flows for the six and three 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. Casden Properties Inc. owns a 95.25% economic interest in NAPICO, with the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I. Casden, owns 95% of the voting common stock of NAPICO. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 5 8 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2000 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): 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 and are being amortized on a straight line basis over the estimated lives of the underlying assets, which is generally 30 years. NET LOSS PER LIMITED PARTNERSHIP INTEREST Net loss per limited partnership interest was computed by dividing the limited partners' share of net loss by the number of limited partnership interests outstanding during the year. The number of limited partnership interests was 16,505 for the periods presented. 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. The Partnership has its cash and cash equivalents on deposit primarily with two high credit quality financial institutions. Such cash and cash equivalents are in excess of the FDIC insurance limit. 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. IMPAIRMENT OF LONG-LIVED ASSETS The Partnership reviews long-lived assets to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss. 6 9 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2000 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS The Partnership holds limited partnership interests in 9 limited partnerships. The limited partnerships as of June 30, 2000 own residential low income rental projects consisting of 657 apartment units. The mortgage loans of these projects are payable to or 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 investments in limited partnerships for the six months ended June 30, 2000: Balance, beginning of period $ 579,027 Amortization acquisition costs (2,000) Cash distribution recognized as return of capital (35,733) Advances to limited partnerships 24,000 Equity in income of limited partnerships 44,000 --------- Balance, end of period $609,294 =========
7 10 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2000 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED): The following are unaudited combined estimated statements of operations for the six and three months ended June 30, 2000 and 1999 for the limited partnerships in which the Partnership has investments:
Six months Three months Six months Three months ended ended ended ended June 30, 2000 June 30, 2000 June 30, 1999 June 30,1999 ------------- ------------- ------------- ------------ REVENUES Rental and other $2,088,000 $1,044,000 $3,262,000 $1,631,000 ---------- ---------- ---------- ---------- EXPENSES Depreciation 380,000 190,000 740,000 370,000 Interest 444,000 222,000 538,000 269,000 Operating 1,152,000 576,000 1,662,000 831,000 ----------- ---------- ------------ ------------ 1,976,000 988,000 2,940,000 1,470,000 ----------- ---------- ------------ ------------ NET INCOME $ 112,000 $ 56,000 $ 322,000 $ 161,000 =========== ========== ============ ============
NAPICO, or one of its affiliates, is the general partner and property management agent for certain of the limited partnerships included above. Under recently adopted law and policy, the United States Department of Housing and Urban Development ("HUD") has determined not to renew the Housing Assistance Payment ("HAP") Contracts on a long term basis on the existing terms. In connection with renewals of the HAP Contracts under such new law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which was generally the case under existing HAP Contracts. The payments under the renewed HAP Contracts are not expected to be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD ("FHA") unless such mortgage loans are restructured. In order to address the reduction in payments under HAP Contracts as a result of this new policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured 8 11 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2000 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED): mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy. On September 11, 1998, HUD issued interim regulations implementing MAHRAA and final regulations are expected to be issued in 2000. When the HAP Contracts are subject to renewal, there can be no assurance that the local limited partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain. On December 30, 1998, after obtaining the consents of the limited partners, the Partnership sold its limited partnership interests in 8 local limited partnerships to subsidiaries of Casden Properties Inc. The sale resulted in cash proceeds to the Partnership of $3,900,000 which was collected in 1999. In March 1999, the Partnership made cash distributions of $3,861,000 to the limited partners and $39,000 to the general partners, primarily using proceeds from the sale of the partnership interests. 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 and 1 percent of the original invested assets of the limited partnerships. Invested assets is defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnership's interest in the capital accounts of the respective partnerships. The management fee incurred was $53,118 and $53,116 for the six months ended June 30, 2000 and 1999, respectively. 9 12 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2000 NOTE 3 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNER The Partnership reimburses NAPICO for certain expenses. The reimbursement paid to NAPICO was approximately $3,300 and $3,300 for the six months ended June 30, 2000 and 1999, respectively, and is included in administrative expenses. NOTE 4 - CONTINGENCIES On August 27, 1998, two investors holding an aggregate of eight units of limited partnership interests in Real Estate Associates Limited III (an affiliated partnership in which NAPICO is the managing general partner) and two investors holding an aggregate of five units of limited partnership interest in Real Estate Associates Limited VI (another affiliated partnership in which NAPICO is the managing general partner) commenced an action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The complaint alleges that the defendants breached their fiduciary duty to the limited partners of certain NAPICO managed partnerships and made materially false and misleading statements in the consent solicitation statements sent to the limited partners of such partnerships relating to approval of the transfer of partnership interests in limited partnerships, owning certain of the properties, to Casden Properties Inc., which was organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as well as compensatory damages and litigation related costs. On August 4, 1999, one investor holding one unit of limited partnership interest in Housing Programs Limited (another affiliated partnership in which NAPICO is the managing general partner) commenced a virtually identical action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The managing general partner of such NAPICO managed partnerships and the other defendants believe that the plaintiffs' claims are without merit and are contesting the actions vigorously. 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. 10 13 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2000 NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. The carrying amount of assets and liabilities reported on the balance sheets that require such disclosure approximates fair value due to their short-term maturity. 11 14 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 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. The Partnership made a distributions to investors on March 12, 1999, primarily using proceeds from the disposition of its investments in certain limited partnerships. 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 two investee limited partnerships. 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 in accordance with the equity accounting method. Distributions received from limited partnerships are recognized as return of capital until the investment balance has been reduced to zero or to a negative amount equal to future capital contributions required. Subsequent distributions received are recognized as income. 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. 12 15 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) Under recently adopted law and policy, the United States Department of Housing and Urban Development ("HUD") has determined not to renew the Housing Assistance Payment ("HAP") Contracts on a long term basis on the existing terms. In connection with renewals of the HAP Contracts under such new law and policy, the amount of rental assistance payments under renewed HAP Contracts will be based on market rentals instead of above market rentals, which was generally the case under existing HAP Contracts. The payments under the renewed HAP Contracts are not expected to be in an amount that would provide sufficient cash flow to permit owners of properties subject to HAP Contracts to meet the debt service requirements of existing loans insured by the Federal Housing Administration of HUD ("FHA") unless such mortgage loans are restructured. In order to address the reduction in payments under HAP Contracts as a result of this new policy, the Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first mortgage loan which will be amortized on a current basis and a low interest second mortgage loan payable to FHA which will only be payable on maturity of the first mortgage loan. This restructuring results in a reduction in annual debt service payable by the owner of the FHA-insured mortgage loan and is expected to result in an insurance payment from FHA to the holder of the FHA-insured loan due to the reduction in the principal amount. MAHRAA also phases out project-based subsidies on selected properties serving families not located in rental markets with limited supply, converting such subsidies to a tenant-based subsidy. On September 11, 1998, HUD issued interim regulations implementing MAHRAA and final regulations are expected to be issued in 2000. When the HAP Contracts are subject to renewal, there can be no assurance that the local limited partnerships in which the Partnership has an investment will be permitted to restructure its mortgage indebtedness under MAHRAA. In addition, the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-insured mortgage loans under MAHRAA is uncertain. 13 16 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (CONTINUED) On December 30, 1998, the Partnership sold its limited partnership interests in 8 local limited partnerships to subsidiaries of Casden Properties Inc. The sale resulted in cash proceeds to the Partnership of $3,900,000 which was collected in 1999. In March 1999, the Partnership made cash distributions of $3,861,000 to the limited partners and $39,000 to the general partners, primarily using proceeds from the sale of the partnership interests. 14 17 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 2000 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On August 27, 1998, two investors holding an aggregate of eight units of limited partnership interests in Real Estate Associates Limited III (an affiliated partnership in which NAPICO is the managing general partner) and two investors holding an aggregate of five units of limited partnership interest in Real Estate Associates Limited VI (another affiliated partnership in which NAPICO is the managing general partner) commenced an action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The complaint alleges that the defendants breached their fiduciary duty to the limited partners of certain NAPICO managed partnerships and made materially false and misleading statements in the consent solicitation statements sent to the limited partners of such partnerships relating to approval of the transfer of partnership interests in limited partnerships, owning certain of the properties, to Casden Properties Inc., which was organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as well as compensatory damages and litigation related costs. On August 4, 1999, one investor holding one unit of limited partnership interest in Housing Programs Limited (another affiliated partnership in which NAPICO is the managing general partner) commenced a virtually identical action in the United States District Court for the Central District of California against the Partnership, NAPICO and certain other affiliated entities. The managing general partner of such NAPICO managed partnerships and the other defendants believe that the plaintiffs' claims are without merit and are contesting the actions vigorously. The corporate general partner is involved in various 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 6 of regulation S-K and no reports on Form 8-K were filed during the quarter ended June 30, 2000. 15 18 REAL ESTATE ASSOCIATES LIMITED (A CALIFORNIA LIMITED PARTNERSHIP) JUNE 30, 2000 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 /s/ BRUCE NELSON -------------------- Bruce Nelson President Date: August 21, 2000 -------------------- /s/ PAUL PATIERNO -------------------- Paul Patierno Chief Financial Officer Date: August 21, 2000 -------------------- 16 EX-27 2 ex27.txt 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-31-2000 JAN-01-2000 JUN-30-2000 107,284 0 0 0 0 107,284 0 0 716,578 52,519 0 0 0 0 664,059 716,578 0 55,431 0 0 127,897 0 0 (72,466) 0 (72,466) 0 0 0 (72,466) 0 0
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