-----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, IXi8x1pTTbxREiUIIrIAnKDj7KC8WketIl4AZvNxOFkNMk+HS/HdfOZeAbx/ZRpf qrTDzGFFTdFG1+zHFMBYeQ== 0000950148-98-002404.txt : 19981106 0000950148-98-002404.hdr.sgml : 19981106 ACCESSION NUMBER: 0000950148-98-002404 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL EQUITY PARTNERS CENTRAL INDEX KEY: 0000717303 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953881219 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-29766 FILM NUMBER: 98738771 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 10-K405/A 1 FORM 10-K405/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended DECEMBER 31, 1997 Commission File Number 2-82765 REAL EQUITY PARTNERS A CALIFORNIA LIMITED PARTNERSHIP I.R.S. Employer Identification No. 95-3784125 9090 WILSHIRE BLVD., SUITE 201, BEVERLY HILLS, CALIFORNIA 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 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 2 PART I. ITEM 1.BUSINESS Real-Equity Partners ("REP" or the "Partnership") is a limited partnership which was formed under the laws of the State of California on September 9, 1981. The Partnership was formed to invest in residential rental properties either directly or through investment in joint ventures and other partnerships which will invest in such real estate. Commencing on September 27, 1983, REP offered 30,000 units of the limited partnership interest (the "Units") through a public offering managed by E.F. Hutton. REP's public offering was completed within a year of its commencement. The general partners of REP are National Partnership Investments Corp. ("NAPICO"), a California corporation (the "Corporate General Partner"), and National Partnership Investments Associates II, a California limited partnership ("NAPIA II"). NAPIA II consists of Charles H. Boxenbaum and an unrelated individual as limited partners and NAPICO as general partner. The business of REP is conducted primarily by NAPICO as REP has no employees of its own. NAPICO is a wholly owned subsidiary of Casden Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. The current members of NAPICO's Board of Directors are Charles H. Boxenbaum, Bruce E. Nelson, Alan I. Casden and Henry C. Casden. As of December 31, 1997, the Partnership remains invested in five apartment projects. One property was foreclosed upon in 1996. Substantially all of the buildings are leased on a month-to-month basis. The management of the Partnership's properties is the responsibility of an affiliate of NAPICO (the "Property Manager"). The principal business of the Property Manager is residential property management. The Partnership is subject to all of the risks incident to ownership of real estate and interests therein, many of which relate to the lack of liquidity of this type of investment. These risks include changes in general economic conditions, adverse local market conditions due to over-building or a decrease in employment or neighborhood values, changes in supply or demand of competing properties in an area, changes in interest rates and the availability and terms of permanent mortgage funds which may render the sale or refinancing of a property difficult or unattractive, changes in real estate and zoning laws, increases in real property tax rates, the potential imposition of rent controls, and the occurrence of uninsured losses, such as earthquakes, floods or other factors beyond the control of the General Partners. The illiquidity of real estate investments generally will impair the ability of the Partnership to respond promptly to changed circumstances. Under recent adopted law and policy, HUD has determined not to renew 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. As a result, existing HAP Contracts that are renewed in the future on projects insured by the FHA will not provide sufficient cash flow to permit owners of properties to meet the debt service requirements of these existing FHA-insured mortgages. 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 (the "MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to HAP Contracts that have been renewed under the new policy. The restructured loans will be held by the current lender or another lender. Under MAHRAA, an FHA-insured mortgage loan can be restructured to reduce the annual debt service on such loan. There can be no assurance that the Partnership will be permitted to restructure its mortgage indebtedness pursuant to the new HUD rules implementing MAHRAA or that the Partnership would choose to restructure such mortgage indebtedness if it were eligible to participate in the MAHRAA program. It should be noted that there are uncertainties as to 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. Accordingly, the General Partners are unable to predict with certainty their impact on the Partnership's future cash flow. 3 During 1997, the projects in which REP had invested were substantially rented. The following is a schedule of the occupancy status, as of December 31, 1997, of the projects in which REP has invested: SCHEDULE OF PROJECTS IN WHICH REP HAS AN INVESTMENT DECEMBER 31, 1997
No. of Units Percentage of Name & Location Units Occupied Total Units - --------------- ----- -------- ----------- Arbor Glen West Covina, CA 208 195 94% Park Creek Canoga Park, CA 123 112 91% Warner Willows I Woodland Hills, CA 74 74 100% Warner Willows II Woodland Hills, CA 73 70 96% Willowbrook Apartments Reno, NV 183 175 96% --- --- --- 661 626 95% === === ===
4 ITEM 2. PROPERTIES Through acquisition, REP holds interests in real estate properties. See Item 1 and Schedule XI for information pertaining to these properties. ITEM 3. LEGAL PROCEEDINGS As of December 31, 1997, the Partnership's Corporate General Partner was a plaintiff or defendant in several lawsuits. Additionally, certain slip and fall lawsuits, each of which is covered by insurance, are pending against the Partnership although none are expected to result in any exposure to the Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. PART II. ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY HOLDER MATTERS The Limited Partnership Interests are not traded on a public exchange but were sold through a public offering managed by Lehman Brothers Inc. It is not anticipated that any public market will develop for the purchase and sale of any partnership interest. Limited Partnership Interests may be transferred only if certain requirements are satisfied. At December 31, 1997, there were 3,115 registered holders of units in REP. It was intended that distributions of Net Cash From Operations will 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. From November 1994 through May 1996, 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, 1994 Northridge Earthquake. The Partnership made distributions of $600,000 and $300,000 to the limited partners in 1997 and 1996, respectively. In addition, distributions of $900,856 were made to the Corporate General Partner in 1997. 5 ITEM 6. SELECTED FINANCIAL DATA:
Year Ended December 31, ----------------------------------------------------------------------- 1997 1996 1995 1994 1993 ------------ ------------ ------------ ------------ ------------ Rental Revenues $ 4,925,227 $ 4,935,895 $ 5,486,329 $ 5,678,656 $ 5,463,671 Interest Income 105,777 89,711 49,476 37,710 12,779 ------------ ------------ ------------ ------------ ------------ Total Revenues $ 5,031,004 $ 5,025,606 $ 5,535,805 $ 5,716,366 $ 5,476,450 ============ ============ ============ ============ ============ Net Income (Loss) $ (245,972) $ 184,074 $ (324,850) $ (1,024,765) $ (279,385) ============ ============ ============ ============ ============ Net Income (Loss) Per Limited Partnership Interest $ (8) $ 6 $ (11) $ (34) $ (9) ============ ============ ============ ============ ============ Rental Property Owned at Cost Less Accumulated Depreciation $ 18,531,185 $ 19,269,597 $ 23,563,382 $ 24,473,838 $ 25,384,299 ============ ============ ============ ============ ============ Total Assets $ 20,791,123 $ 22,049,995 $ 26,365,792 $ 26,668,029 $ 27,182,103 ============ ============ ============ ============ ============ Mortgage Notes Payable $ 14,443,323 $ 14,064,914 $ 17,747,363 $ 17,959,940 $ 15,517,461 ============ ============ ============ ============ ============ Accrued Fees Due General Partner $ 735,685 $ 693,560 $ 651,320 $ 609,195 $ 2,836,956 ============ ============ ============ ============ ============ Cash Distributions Declared Per Limited Partnership Interest $ 50.03 $ 10.00 $ -- $ 15.00 $ 10.00 ============ ============ ============ ============ ============
6 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: LIQUIDITY The Partnership's primary source of funds include cash flow from rental operations and interest income on certificates of deposit and money market accounts. 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. From November 1994 through May 1996, 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, 1994 Northridge Earthquake. The Partnership made quarterly distributions, each in the amount of $150,000, to the limited partners, starting with August 1996. As of December 31, 1997, the loan secured by the Park Creek property in the amount of $1,280,984 is scheduled to mature on September 22, 1998. The Partnership is in process of refinancing this loan. Currently, it is anticipated that the Partnership will continue to meet its current and long-term obligations as they become due. CAPITAL RESOURCES As of December 31, 1984, REP received proceeds of $30,000,000 from the sale of limited partnership interests, pursuant to a registration statement on Form S-11. RESULTS OF OPERATIONS REP 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, as discussed in Item 1. The seven rental properties originally owned by REP were acquired at various times during 1984 and 1985. The Partnership remains invested in five rental properties as of December 31, 1997. Rental operations consist primarily of rental income and depreciation expense, debt service, and normal operating expenses to maintain the properties. Depreciation is provided on the straight-line method over the estimated useful lives of the buildings and equipment. Substantially all of the rental units in the apartment projects are leased on a month-to-month basis. An annual property management fee, which shall in any event not exceed 5 percent of gross revenues from each property under management, is payable by the properties to an affiliate of NAPICO. The Parkside Apartments rental property was operating at a deficit and NAPICO was unsuccessful in its attempt to negotiate a mortgage modification with the lender to improve the situation. In March 1995, the Parkside Apartments rental property ceased making payments to the mortgage lender. The mortgage lender filed a notice of default on January 17, 1996, and foreclosed on the property on May 23, 1996. The foreclosure resulted in a gain of $259,088 because the Partnership was relieved of nonrecourse liabilities which were in excess of the net book value of the property. The foreclosure of this property in 1996 accounts primarily for the decrease in rental revenues and expenses in 1997 and 1996 as compared to 1995. Included in revenues and expenses for 1996 is $127,000 and $179,000, respectively, related to Parkside Apartments, as compared to $589,000 and $1,014,000, respectively, for 1995. Occupancy at the Warner Willows I and II properties averaged 98%, 94% and 95% in 1997, 1996 and 1995, respectively. Both properties operated with positive cash earnings in 1997, 1996 and 1995 (excluding earthquake repair costs, depreciation and principal payments on the mortgage loans). Positive cash earnings for 1997 were approximately $71,000 and $28,000 for Warner Willows I and II, respectively, for 1996 they were approximately $96,000 and $38,000 for Warner Willows I and II, respectively, and for 1995 approximately $86,000 and $44,000 for Warner Willows I and II, respectively. See below for estimated costs related to the Northridge Earthquake, which are not included in these amounts. 7 Occupancy at the Arbor Glen property averaged 94%, 96% and 95% in 1997, 1996 and 1995, respectively. The property operated positively in 1997, 1996 and 1995, and produced cash flows of approximately $288,000, $189,000 and $161,000, respectively, (excluding depreciation and principal payments on the mortgage loan). Occupancy at the Park Creek property averaged 92%, 81% and 83% in 1997, 1996 and 1995, respectively. The property operated positively during 1997, 1996 and 1995, producing cash earnings of approximately $119,000, $97,000 and $78,000, respectively, (excluding earthquake repair costs, depreciation and principal payments on the mortgage loan). See below for estimated costs related to the Northridge Earthquake, which are not included in these amounts. Occupancy at the Willowbrook property averaged 97%, 94% and 96%, in 1997, 1996 and 1995, respectively. The property operated positively during 1997, 1996 and 1995, producing cash flows of approximately $353,000, $364,000 and $257,000, respectively, (excluding depreciation and principal payments on the mortgage loan). 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 Northridge Earthquake in January 1994. Insurance proceeds of approximately $630,000 have been 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. The total estimated expenditures needed to repair the properties, net of the insurance recoveries, is approximately $824,000, and has been expensed in 1994 since they do not extend the useful life of the properties. Included in liabilities is approximately $506,000 and $516,000 at December 31, 1997 and 1996, respectively, related to the Northridge Earthquake damages. Through December 31, 1997, approximately $948,000 has been paid for earthquake repairs and of this amount approximately $859,000 was paid to an affiliate of NAPICO. Included in payments to the affiliate of NAPICO was approximately $122,000 paid under a contract for $123,456 entered into by the Partnership on February 22, 1996, after receiving competitive bids. The remaining earthquake repair work will be competitively bid. In March 1996, the Partnership received from the insurance company a final settlement payment of $334,591 related to the earthquake loss. This was accrued in income in 1995. 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. Under recent adopted law and policy, the U.S. Department of Housing and Urban Development ("HUD") has determined not to renew 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. As a result, existing HAP Contracts that are renewed in the future on projects insured by the FHA will not provide sufficient cash flow to permit owners of properties to meet the debt service requirements of these existing FHA-insured mortgages. 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 (the "MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to HAP Contracts that have been renewed under the new policy. The restructured loans will be held by the current lender or another lender. Under MAHRAA, an FHA-insured mortgage loan can be restructured to reduce the annual debt service on such loan. There can be no assurance that the Partnership will be permitted to restructure its mortgage indebtedness pursuant to the new HUD rules implementing MAHRAA or that the Partnership would choose to restructure such mortgage indebtedness if it were eligible to participate in the MAHRAA program. It should be noted that there are uncertainties as to the economic impact on the Partnership of the combination of the reduced payments under the HAP Contracts and the restructuring of the existing FHA-incurred mortgage loans under MAHRAA. Accordingly, the General Partners are unable to predict with certainty their impact on the Partnership's future cash flow. As a result of the foregoing, the Partnership is undergoing an extensive review of disposition, refinancing or re-engineering alternatives for the properties in which the limited partnerships have invested and are subject to HUD mortgage and rental 8 subsidy programs. The Partnership has incurred expenses in connection with this review by various third party professionals, including accounting, legal, valuation, structural and engineering costs, which amounted to $136,815 for the year ended December 31, 1997. A real estate investment trust ("REIT") organized by an affiliate of NAPICO has advised the Partnership that it intends to make a proposal to purchase from the Partnership certain of the limited partnership interests held for investment by the Partnership. The REIT proposes to purchase such limited partner interests for cash, which it plans to raise in connection with a private placement of its equity securities. The purchase is subject to, among other things, (i) consummation of such private placement by the REIT; (ii) the purchase of the general partner interests in the local limited partnerships by the REIT; (iii) the approval of HUD and certain state housing finance agencies; (iv) the consent of the limited partners to the sale of the local limited partnership interests held for investment by REP and (v) the consummation of a minimum number of purchase transactions with other Casden affiliated partnerships. As of March 31, 1998, the REIT had completed buy-out negotiations with a majority of the general partners of the local limited partnerships. A proxy is contemplated to be sent to the limited partners setting forth the terms and conditions of the purchase of the limited partners' interests held for investment by the Partnership, together with certain amendments to the Partnership Agreement and other disclosures of various conflicts of interest in connection with the transaction. 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. Included in partnership general and administrative expenses for 1997 is $136,815 in expenses, approximately $61,000 of which is included in accounts payable at December 31, 1997, related to the aforementioned third party review of the properties owned by the local partnerships. The Partnership is incurring interest expense at a rate of 8% per annum on the unpaid fees due the corporate general partner. Under the terms of the Amended and Restated Certificate and Agreement of Limited Partnership, the Partnership is obligated to the corporate general partner for a deferred acquisition fee for services rendered in connection with the selection, purchase, development, and management of the Partnership and monitoring the operations of the properties, in an amount which, when calculated on a present value basis (using a discount factor of 8% for this purpose) from the date of payment to the general partners to September 27, 1984 equals 10% 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% distribution. The acquisition fee distributed in any year from net cash from operations shall not exceed an amount equal to 3% of investment in properties (approximately $600,000) plus any proceeds from sale or refinancing of the properties. An annual property management fee, which shall not in any event exceed 5% of gross revenues from each property under management, is also payable to an affiliate of the corporate general partner. As of December 31, 1997 and 1996, approximately $736,000 and $694,000, respectively, of the deferred acquisition fee was due to the corporate general partner. Interest expense to the corporate general partner was approximately $42,000 in each of the years in the three year period ended December 31, 1997. The Partnership has assessed the potential impact of the Year 2000 computer systems issue on its operations. The Partnership believes that no significant actions are required to be taken by the Partnership to address the issue and that the impact of the Year 2000 computer systems issue will not materially affect the Partnership's future operating results or financial condition. 9 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Financial Statements and Supplementary Data are listed under Item 14. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 10 REAL-EQUITY PARTNERS (A California limited partnership) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORT DECEMBER 31, 1997 11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Real-Equity Partners (A California limited partnership) We have audited the accompanying balance sheets of Real-Equity Partners (a California limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' equity (deficiency) and cash flows for each of the three years in the period ended December 31, 1997. Our audits also included the financial statement schedule listed in the index on item 14. These financial statements and financial statement schedule are the responsibility of the management of the Partnership. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Real-Equity Partners as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Los Angeles, California April 6, 1998 12 REAL-EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 1997 AND 1996
ASSETS 1997 1996 ------------ ------------ RENTAL PROPERTY, at cost (Notes 1 and 2) Land $ 6,553,357 $ 6,553,357 Buildings 22,096,723 22,096,723 Furniture and equipment 3,720,901 3,720,901 ------------ ------------ 32,370,981 32,370,981 Less accumulated depreciation (13,839,796) (13,101,384) ------------ ------------ 18,531,185 19,269,597 ------------ ------------ CASH AND CASH EQUIVALENTS 1,354,289 1,884,218 ------------ ------------ OTHER ASSETS: Due from affiliated rental agent, including restricted cash held for security deposits of $37,845 and $36,876 at December 31, 1997 and 1996, respectively (Note 5) 645,785 652,923 Other receivables and prepaid expenses 259,864 243,257 ------------ ------------ 905,649 896,180 ------------ ------------ TOTAL ASSETS $ 20,791,123 $ 22,049,995 ============ ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES: Mortgage notes payable (Notes 2 and 8) $ 14,443,323 $ 14,064,914 Accrued fees and expenses due general partner (Notes 6 and 8) 735,685 693,560 Accrued interest payable (Note 2) 56,383 56,541 Accounts payable and accrued expenses (Note 1) 270,019 179,681 Liability for earthquake loss (Note 1) 506,016 516,150 Tenant security deposits 217,066 229,690 ------------ ------------ 16,228,492 15,740,536 ------------ ------------ COMMITMENTS AND CONTINGENCIES (Notes 1, 6 and 7) PARTNERS' EQUITY 4,562,631 6,309,459 ------------ ------------ TOTAL LIABILITIES AND PARTNERS' EQUITY $ 20,791,123 $ 22,049,995 ============ ============
The accompanying notes are an integral part of these financial statements. 13 REAL-EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 ----------- ----------- ----------- RENTAL OPERATIONS: Revenues Rental income $ 4,738,515 $ 4,764,778 $ 5,195,601 Other income 186,712 171,117 290,728 ----------- ----------- ----------- 4,925,227 4,935,895 5,486,329 ----------- ----------- ----------- Expenses Operating expenses 2,355,167 2,201,513 2,803,364 Management fees - affiliate (Note 5) 241,877 243,445 301,998 Depreciation (Note 1) 738,412 824,434 910,456 General and administrative expenses 210,821 265,435 254,768 Interest expense (Note 2) 1,375,450 1,407,333 1,739,076 Benefit from earthquake loss (Note 1) -- -- (334,591) ----------- ----------- ----------- 4,921,727 4,942,160 5,675,071 ----------- ----------- ----------- Income (loss) from rental operations 3,500 (6,265) (188,742) ----------- ----------- ----------- PARTNERSHIP OPERATIONS: Interest income 105,777 89,711 49,476 ----------- ----------- ----------- Expenses General and administrative expenses (Note 6) 250,248 77,939 93,076 Professional fees 62,876 38,281 50,383 Interest expense - general partner (Note 6) 42,125 42,240 42,125 ----------- ----------- ----------- 355,249 158,460 185,584 ----------- ----------- ----------- Loss from partnership operations (249,472) (68,749) (136,108) ----------- ----------- ----------- GAIN ON FORECLOSURE OF RENTAL PROPERTY (Note 1) -- 259,088 -- ----------- ----------- ----------- NET (LOSS) INCOME $ (245,972) $ 184,074 $ (324,850) =========== =========== =========== NET (LOSS) INCOME PER LIMITED PARTNERSHIP INTEREST (Note 4) $ (8) $ 6 $ (11) =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 14 REAL-EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY) FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
General Limited Partners Partners Total ----------- ----------- ----------- EQUITY (DEFICIENCY), January 1, 1995 $ (717,075) $ 7,467,310 $ 6,750,235 Net loss for 1995 (3,249) (321,601) (324,850) ----------- ----------- ----------- EQUITY (DEFICIENCY), December 31, 1995 (720,324) 7,145,709 6,425,385 Net income for 1996 1,840 182,234 184,074 Cash distributions ($10.00 per limited partner unit) for 1996 (Note 1) -- (300,000) (300,000) ----------- ----------- ----------- EQUITY (DEFICIENCY), December 31, 1996 (718,484) 7,027,943 6,309,459 Net loss for 1997 (2,460) (243,512) (245,972) Cash distributions ($50.03 per limited partner unit) for 1997 (Note 1) (900,856) (600,000) (1,500,856) ----------- ----------- ----------- EQUITY (DEFICIENCY), December 31, 1997 $(1,621,800) $ 6,184,431 $ 4,562,631 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 15 REAL-EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (245,972) $ 184,074 $ (324,850) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 738,412 824,434 910,456 Gain on foreclosure of rental property -- (259,088) Benefit from earthquake loss -- -- (334,591) Changes in operating assets and liabilities: Decrease (increase) in: Due from affiliated rental agent 7,138 (287,141) 254,491 Other receivables and prepaid expenses (16,607) (38,579) 69,985 Receivable for earthquake loss -- 334,591 -- Increase (decrease) in: Accrued fees and expenses due general partner 42,125 42,240 42,125 Accounts payable and accrued expenses 90,338 (13,866) 43,642 Accrued interest payable (158) (50,548) 202,000 Liability for earthquake loss (10,134) (111,588) (28,990) Tenant security deposits (12,624) (5,388) (23,587) ----------- ----------- ----------- Net cash provided by operating activities 592,518 619,141 839,671 ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to partners (1,500,856) (300,000) -- Principal payments on mortgage notes payable (229,684) (228,964) (212,577) Proceeds from mortgage notes payable 5,600,000 -- -- Payment of mortgage notes payable (4,991,907) -- -- ----------- ----------- ----------- Net cash (used in) provided by financing activities (1,122,447) 528,964 (241,567) ----------- ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS (529,929) 90,177 598,104 CASH AND CASH EQUIVALENTS, beginning of year 1,884,218 1,794,041 1,195,937 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS, end of year $ 1,354,289 $ 1,884,218 $ 1,794,041 =========== =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION: Interest Paid $ 1,375,608 $ 1,356,785 $ 1,537,075 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 16 REAL-EQUITY PARTNERS (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 -------- ----------- -------- NON CASH INVESTING AND FINANCING ACTIVITIES During 1996, the Partnership was relieved of a nonrecourse mortgage note payable and related accrued interest upon foreclosure of a rental property, summarized as follows: Mortgage note payable $ -- $ 3,453,485 $ -- Accrued interest payable -- 281,462 -- Write off of rental property -- (3,469,351) -- Write off of other assets and liabilities -- (6,508) -- -------- ----------- -------- Gain on foreclosure of rental property $ -- $ 259,088 $ -- ======== =========== ========
The accompanying notes are an integral part of these financial statements. 17 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization Real-Equity Partners (the "Partnership") was formed under the California Limited Partnership Act on September 9, 1981. The Partnership was formed to invest in residential rental projects. The Partnership invested in seven residential apartment projects; one of these properties was foreclosed in March 1993. The general partners of the Partnership are National Partnership Investments Corp. (NAPICO), the corporate general partner, and National Partnership Investments Associates II (NAPIA II), a California limited partnership. Casden Investment Corporation owns 100 percent of NAPICO's stock. The business of REP is conducted primarily by NAPICO. The Partnership offered and issued 30,000 units of limited partnership interests through a public offering. The terms of the Amended and Restated Certificate and Agreement of Limited Partnership (the "Partnership Agreement") provide, among other things, for allocation to the partners of profits, losses and any special allocations with respect thereto. Under the terms of the Partnership Agreement, cash available for distribution is to be allocated 90 percent to the limited partners as a group and 10 percent to the general partners. Based on cash distributions made to the limited partners as of December 31, 1996, $834,188 was due to the general partners as their 10% percent share of cash available for distribution. This amount was paid to the general partners in February 1997. In the case of the sale or refinancing of a property, the general partners shall first receive out of the net proceeds from sale or refinancing any unpaid portion of the deferred acquisition fee (see Note 6). Thereafter, the general partners shall receive 1 percent of the net proceeds from the sale or refinancing until the limited partners have received an amount equal to their adjusted capital value (as defined in the Partnership Agreement) plus cumulative distributions (including net cash from operations) equal to a non-compounded 6 percent annual distribution with respect to their adjusted capital value, and then the general partners shall receive 15 percent of the balance of any net proceeds from sale or refinancing. Losses are allocated 99% to the limited partners and 1% to the general partners. b. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. c. Rental Property and Depreciation Rental property is stated at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the buildings and equipment as follows: 5 18 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Asset Estimated Useful Lives ----- ---------------------- Buildings 30 years Furniture and equipment 5 years
The Parkside Apartments rental property was operating at a deficit and NAPICO was unsuccessful in its attempt to negotiate a mortgage modification with the lender to improve the situation. In March 1995, the Parkside Apartments rental property ceased making payments to the mortgage lender. The mortgage lender filed a notice of default on January 17, 1996, and foreclosed on the property on May 23, 1996. The foreclosure resulted in a gain of $259,088 because the Partnership was relieved of nonrecourse liabilities which were in excess of the net book value of the property. The gain was classified as an ordinary gain because the fair value of the property approximated the liabilities that were relieved. 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 Northridge Earthquake in the Los Angeles area. Insurance proceeds of approximately $630,000 have been 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. The total estimated expenditures needed to repair the properties, net of the insurance recoveries, which nets to approximately $824,000, have been expensed in 1994 since they do not extend the useful life of the properties. In March 1996, the Partnership received from the insurance company a final settlement payment of $334,591 related to the earthquake loss. This was accrued in income in 1995. Substantially all of the apartments are leased on a month-to-month basis. Under recent adopted law and policy, the U.S. Department of Housing and Urban Development ("HUD") has determined not to renew 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. As a result, existing HAP Contracts that are renewed in the future on projects insured by the FHA will not provide sufficient cash flow to permit owners of properties to meet the debt service requirements of these existing FHA-insured mortgages. 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 (the "MAHRAA"), which was adopted in October 1997, provides for the restructuring of mortgage loans insured by the FHA with respect to properties subject to HAP Contracts that have been renewed under the new policy. The restructured loans will be held by the current lender or another lender. Under MAHRAA, an FHA-insured mortgage loan can be restructured to reduce the annual debt service on such loan. There can be no 6 19 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) assurance that the Partnership will be permitted to restructure its mortgage indebtedness pursuant to the new HUG rules implementing MAHRAA or that the Partnership would choose to restructure such mortgage indebtedness if it were eligible to participate in the MAHRAA program. It should be noted that there are uncertainties as to 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. Accordingly, the General Partners are unable to predict with certainty their impact on the Partnership's future cash flow. As a result of the foregoing, the Partnership is undergoing an extensive review of disposition, refinancing or re-engineering alternatives for the properties in which the limited partnerships have invested and are subject to HUD mortgage and rental subsidy programs. The Partnership has incurred expenses in connection with this review by various third party professionals, including accounting, legal, valuation, structural and engineering costs, which amounted to $136,815 for the year ended December 31, 1997. A real estate investment trust ("REIT") organized by an affiliate of NAPICO has advised the Partnership that it intends to make a proposal to purchase from the Partnership certain of the limited partnership interests held for investment by the Partnership. The REIT proposes to purchase such limited partner interests for cash, which it plans to raise in connection with a private placement of its equity securities. The purchase is subject to, among other things, (i) consummation of such private placement by the REIT; (ii) the purchase of the general partner interests in the local limited partnerships by the REIT; (iii) the approval of HUD and certain state housing finance agencies; (iv) the consent of the limited partners to the sale of the local limited partnership interests held for investment by REP; and (v) the consummation of a minimum number of purchase transactions with other Casden affiliated partnerships. As of march 31, 1998, the REIT had completed buy-out negotiations with a majority of the general partners of the local limited partnerships. A proxy is contemplated to be sent to the limited partners setting forth the terms and conditions of the purchase of the limited partners' interests held for investment by the Partnership, together with certain amendments to the Partnership Agreement and other disclosures of various conflicts of interest in connection with the transaction.
d. Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash and bank certificates of deposits with an original maturity of three months or less.
7 20 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
e. 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. 2. MORTGAGE NOTES PAYABLE Mortgage notes payable consists of the following: 1997 1996 ----------- ------------ a. Mortgage note bearing interest at the rate of 9.125 percent per annum (10.375 percent per annum in 1996), payable in monthly installments of $45,563 including interest through May 2007, at which time the then outstanding principal balance is due and payable. Secured by land and buildings with a net book value of $5,368,051 at December 31, 1997. On May 21, 1997 the note was refinanced with another lender. $5,574,398 $4,991,907 b. Mortgage note bearing interest at the rate of prime plus two percent per annum, adjusted semi-annually; payable in monthly install- ments including interest through September 22, 1998, at which time the then outstanding principal balance is due and payable. Secured by land and buildings with a net book value of $3,185,013 at December 31, 1997. The interest rate at December 31, 1997 was 10.50 percent per annum. 1,280,984 1,311,730 c. Mortgage note bearing interest at the rate of prime plus two percent per annum, adjusted semi-annually; payable in monthly install- ments including interest through March 1, 2001, at which time the then outstanding principal balance is due and payable. Secured by land and buildings with a net book value of $3,316,625 at December 31, 1997. The interest rate at December 31, 1997 was 10.50 percent per annum. 2,715,447 2,764,546
8 21 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 2. MORTGAGE NOTES PAYABLE (CONTINUED)
1997 1996 ----------- ---------- d. Mortgage note bearing interest at the rate of prime plus two percent per annum, adjusted semi-annually; payable in monthly install- ments including interest through March 1, 2001, at which time the then outstanding principal balance is due and payable. Secured by land and buildings with a net book value of $3,018,333 at December 31, 1997. The interest rate at December 31, 1997 was 10.50 percent per annum. 2,654,098 2,702,119 e. Mortgage note insured by the Department of Housing and Urban Development (HUD) under the Section 221(d)(4) program, bearing interest at the rate of 7 percent per annum, payable in monthly installments of $19,570 including interest through 2013, at which time the then outstanding principal balance is due and payable. Secured by land and buildings with a net book value of $3,643,163 at December 31, 1997. The project is regulated by HUD as to rent charges, operating methods and annual distributions. 2,218,396 2,294,612 ----------- ----------- $14,443,323 $14,064,914 =========== ===========
9 22 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 2. MORTGAGE NOTES PAYABLE (CONTINUED) Maturities on the mortgage notes payable, are as follows:
Years Ended December 31, ------------------------ 1998 $ 2,079,632 1999 808,306 2000 818,746 2001 3,489,918 2002 164,824 Thereafter 7,081,897 ----------- $14,443,323 ===========
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. The major differences in tax and financial reporting result from the use of different bases and depreciation methods for rental property held by the Partnership. 4. NET LOSS PER LIMITED PARTNERSHIP INTEREST Net loss per limited partnership interest was computed by dividing the limited partners' share of net loss by 30,000, the number of limited partnership interests outstanding during each year. 5. 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% of gross rentals and other collections plus reimbursement of certain expenses. The affiliate received property management fees of $241,877 and $243,445 and $301,998 in 1997, 1996 and 1995, respectively. An affiliate of NAPICO performed certain of the earthquake repairs at the Park Creek and Warner Willows I and II rental properties. The payments to this affiliate for these repairs was approximately $859,000 as of December 31, 1997 (Note 1). Included in payments to the affiliate of NAPICO was approximately $122,000 paid under a contract for $123,456 entered into by the Partnership on February 22, 1996, after receiving competitive bids. The remaining earthquake repair work will be competitively bid. 10 23 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 5. RELATED PARTY TRANSACTIONS (CONTINUED) The Partnership reimburses NAPICO for certain expenses. The reimbursement to NAPICO was $12,606, $12,426 and $10,704 in 1997, 1996 and 1995, respectively, and is included in partnership general and administrative expenses. 6. ACCRUED FEES DUE GENERAL PARTNER Under the terms of the Partnership Agreement, the Partnership is obligated to NAPICO for a deferred acquisition fee. This fee is for services rendered in connection with the management of the Partnership, and the selection, purchase, acquisition, development and monitoring the operations of its properties. Distribution of any part of this fee from net cash from operations 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 his 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 the deferred acquisition fee 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 of $1,783,767 has been reflected in the accompanying financial statements and has been capitalized as part of the cost of rental property acquired. The amount outstanding as of December 31, 1997 and 1996 was $735,685 and $693,560, respectively, which is not currently payable based on the terms of the Partnership Agreement. 7. CONTINGENCIES a) Litigation 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, these claims will not result in any material liability to the Partnership. b) Year 2000 Information The Partnership has assessed the potential impact of the Year 2000 computer systems issue on its operations. The Partnership believes that no significant actions are required to be taken by the Partnership to address the issue and that the impact of the Year 2000 computer systems issue will not materially affect the Partnership's future operating results or financial condition. 11 24 REAL-EQUITY PARTNERS (a California limited partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1997 8. 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, when it is practicable to estimate that value. One of the mortgage notes payable is insured by HUD and is secured by a rental property. The operations generated by the property are subject to various government rules, regulations and restrictions which make it impracticable to estimate the fair value of this mortgage note payable. The book values of all other debt instruments approximate their fair values because the interest rates of these instruments are comparable to rates currently offered to the Partnership. The carrying amount of other assets and liabilities reported on the balance sheets that require such disclosure approximates fair value due to their short-term maturity. 12 25 SCHEDULE III REAL-EQUITY PARTNERS REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997
Total Land, Buildings Buildings, Partnership Number of Outstanding Furnishings and Furnishings and Accumulated Location Units Mortgage Land Equipment Equipment Depreciation - ------------- ----------- ----------- ----------- ----------- ----------- ----------- Arbor Glen - West Covina, CA 208 $ 5,574,398 $ 1,253,592 $ 8,874,255 $10,127,847 $ 4,759,796 Park Creek - Canoga Park, CA 123 1,280,984 1,403,251 4,213,772 5,617,023 2,432,010 Warner Willows I - Woodlands Hills, CA 74 2,715,447 1,609,206 3,871,310 5,480,516 2,163,891 Warner Willows II - Woodland Hills, CA 73 2,654,098 1,419,077 3,531,025 4,950,102 1,931,769 Willowbrook Apartments - Reno, NV 183 2,218,396 868,231 5,327,262 6,195,493 2,552,330 ----------- ----------- ----------- ----------- ----------- ----------- 661 $14,443,323 $ 6,553,357 $25,817,624 $32,370,981 $13,839,796 =========== =========== =========== =========== =========== ===========
26 SCHEDULE III (Continued) REAL-EQUITY PARTNERS REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997 NOTES: 1. 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. Substantially all of the apartments are leased on a month-to-month basis. 2. The total cost of land, buildings, and equipment for federal income tax purposes at December 31, 1997 is approximately $38,896,531. 3. Investments in property and equipment are as follows:
Buildings Furnishings, And Land Equipment Total ------------ ------------ ------------ Balance at January 1, 1995 $ 7,077,565 $ 30,983,361 $ 38,060,926 Net additions, 1995 -- -- -- ------------ ------------ ------------ Balance of December 31, 1995 7,077,565 30,983,361 38,060,926 Net additions, 1996 -- -- -- Less Parkside foreclosure (524,208) (5,165,737) (5,689,945) ------------ ------------ ------------ Balance at December 31, 1996 6,553,357 25,817,624 32,370,981 Net additions, 1997 -- -- -- ------------ ------------ ------------ Balance at December 31, 1997 $ 6,553,357 $ 25,817,624 $ 32,370,981 ============ ============ ============
27 SCHEDULE III (Continued) REAL-EQUITY PARTNERS REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997
Buildings, Furnishings, And Equipment ------------- Accumulated Depreciation: Balance at January 1, 1995 $ 13,587,088 Net additions 1995 910,456 ------------ Balance at December 31, 1995 14,497,544 Net additions 1996 824,434 Less Parkside foreclosure (2,220,594) ------------ Balance at December 31, 1996 13,101,384 Net additions 1997 738,412 ------------ Balance at December 31, 1997 $ 13,839,796 ============
28 PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT: REAL-EQUITY PARTNERS (the "Partnership") has no directors or executive officers of its own. National Partnership Investment Corporation ("NAPICO" or "the Managing General Partner") is a wholly owned subsidiary of Casden Investment Corporation, an affiliate of The Casden Company. The following biographical information is presented for the directors and executive officers of NAPICO with principal responsibility for the Partnership's affairs. CHARLES H. BOXENBAUM, 68, Chairman of the Board of Directors and Chief Executive Officer of NAPICO. Mr. Boxenbaum has been associated with NAPICO since its inception. He has been active in the real estate industry since 1960, and prior to joining NAPICO was a real estate broker with the Beverly Hills firm of Carl Rhodes Company. Mr. Boxenbaum has been a guest lecturer at national and state realty conventions, certified properties exchanger's seminars, Los Angeles Town Hall, National Association of Home Builders, International Council of Shopping Centers, Society of Conventional Appraisers, California Real Estate Association, National Institute of Real Estate Brokers, Appraisal Institute, various mortgage banking seminars, and the North American Property Forum held in London, England. In 1963, he was the winner of the Snyder Award, the highest annual award offered by the National Association of Real Estate Boards for Best Exchange. He is one of the founders and a past director of the First Los Angeles Bank, organized in November 1974. Mr. Boxenbaum was a member of the Board of Directors of the National Housing Council. Mr. Boxenbaum received his Bachelor of Arts degree from the University of Chicago. BRUCE E. NELSON, 46, President and a director of NAPICO. Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is responsible for the operations of all NAPICO sponsored limited partnerships. Prior to that he was primarily responsible for the securities aspects of the publicly offered real estate investment programs. Mr. Nelson is also involved in the identification, analysis and negotiation of real estate investments. From February 1979 to October 1980, Mr. Nelson held the position of Associate General Counsel at Western Consulting Group, Inc., private residential and commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged in the private practice of law in Los Angeles. Mr. Nelson received his Bachelor of Arts degree from the University of Wisconsin and is a graduate of the University of Colorado School of Law. He is a member of the State Bar of California and is a licensed real estate broker in California and Texas. ALAN I. CASDEN, 52, Chairman of The Casden Company, an affiliate of Casden Properties (formerly CoastFed Properties), a director and member of the audit committee of NAPICO, and chairman of the Executive Committee of NAPICO. Mr. Casden is Chairman of the Board, Chief Executive Officer and a principal shareholder of The Casden Company and Casden Investment Company. Prior to that, he was the president and chairman of Mayer Group, Inc., which he joined in 1975. He is also president of Mayer Management, Inc., a real estate management firm. Mr. Casden has been involved in approximately $3 billion of real estate financings and sales and has been responsible for the development and construction of more than 12,000 apartment units and 5,000 single-family homes and condominiums. 29 Mr. Casden is a member of the American Institute of Certified Public Accountants and of the California Society of Certified Public Accountants. Mr. Casden is a member of the advisory board of the National Multi-Family Housing Conference, the Multi-Family Housing Council, and the President's Council of the California Building Industry Association. He also serves on the advisory board to the School of Accounting of the University of Southern California. He holds a Bachelor of Science degree from the University of Southern California. HENRY C. CASDEN, 54, President, Chief Operating Officer and Secretary of The Casden Company and a director and secretary of NAPICO. Mr. Casden has been President and Chief Operating Officer of The Casden Company, as well as a director of NAPICO since February 1988. He became secretary of both companies in late 1994. From 1982 to 1988, Mr. Casden was of counsel and a partner in the Los Angeles law firm of Troy, Casden & Gould. From 1978 to 1981, he was of counsel and a partner in the Los Angeles law firm of Loeb & Loeb. From 1972 to 1978, Mr. Casden was a member of the Beverly Hills law firm of Fink & Casden, Professional Corporation. Mr. Casden received his Bachelor of Arts degree from the University of California at Los Angeles, and is a graduate of the University of San Diego Law School. Mr. Casden is a member of the State Bar of California and has numerous professional affiliations. BOB SCHAFER, 56, Senior Vice President of Finance. Mr. Schafer joined NAPICO in 1984 and is the Corporate Controller responsible for the financial reporting function of the Company. Prior to this, he was a Group and Division Controller at Bergen Brunswig for over eight years, Controller at a Flintkote subsidiary for over four years, and Assistant Controller at an electronics subsidiary of General Electric for two years. Mr. Schafer is a member of the California Society of Certified Public Accountants. He holds a Bachelor of Science degree in accounting from Woodbury University, Los Angeles. PATRICIA W. TOY, 68, Senior Vice President - Communications and Assistant Secretary. Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a U.S. Naval Officer in communications and personnel assignments. She holds a Bachelor of Arts degree from the University of Nebraska. MARK L. WALTHER, 37, Executive Vice President, General Counsel and Assistant Secretary. Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of the NAPICO sponsored limited partnerships. Prior to joining NAPICO, Mr. Walther worked in the San Francisco law firm of Browne and Kahn which specialized in construction litigation. Mr. Walther received his Bachelor of Arts degree in Political Science from the University of California, Santa Barbara and is a graduate of the University of California, Davis, School of Law. He is a member of the State Bar of Hawaii. NAPICO and several of its officers, directors and affiliates, including Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on June 25, 1997, of an administrative cease and desist order by the U.S. Securities and Exchange Commission (the "Commission"), without admitting or denying any of the findings made by the Commission. The Commission found that NAPICO and others had violated certain federal securities laws in connection with transactions unrelated to the Partnership. The Commission's order did not impose any cost, burden or penalty on any partnership managed by NAPICO and does not impact NAPICO's ability to serve as the Partnership's Managing General Partner. 30 ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS The Partnership has no officers, directors, or employees of its own. All of its affairs are managed by the Corporate General Partner, NAPICO. The transactions with NAPICO and its affiliates are primarily in the form of fees paid by the Partnership to NAPICO for services rendered to the Partnership, as follows. Under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is obligated to NAPICO for a deferred acquisition fee for services rendered in connection with the management of the Partnership and the selection, purchase, development, and monitoring the operations of the properties, in an amount approximately equal to 10 percent (on a present value basis) of the gross proceeds of the offering. Distribution of any part of this fee shall be subordinated to receipt by each limited partner of an amount equal to a cumulative noncompounded 6 percent annual distribution with respect to his adjusted Adjusted Capital Value. 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 investment in properties (approximately $600,000). The Partnership reimburses NAPICO for certain expenses. The reimbursement to NAPICO was $12,606, $12,426 and $10,704 in 1997, 1996 and 1995, respectively, and is included in operating expenses. An annual property management fee is also payable to an affiliate of NAPICO which shall in any event not exceed 5 percent of gross revenues from each property under management. Management fees charged to rental operations were approximately $242,000, $243,000 and $302,000 for 1997, 1996 and 1995, respectively. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners The general partners own all of the outstanding general partnership interests of REP; no person is known to own beneficially in excess of 5 percent of the outstanding limited partnership interests. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Real-Equity Partners has no officers, employees, or directors. However, under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is obligated to the corporate general partner for a deferred acquisition fee for services rendered in connection with the management of the Partnership and the selection, purchase, development, and monitoring the operations of the properties, in an amount approximately equal to 10 percent (on a present value basis) of the gross proceeds of the offering. Distribution of any part of this fee shall be subordinated to receipt by each limited partner of an amount equal to a cumulative noncompounded 6 percent annual distribution with respect to his Adjusted Capital Value. 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 investment in properties (approximately $600,000). The Partnership is incurring interest expense at a rate of 8% per annum on the unpaid fees due the corporate general partner. Interest expense to the corporate general partner was $42,215, $42,240 and $42,125 for the years ended December 31, 1997, 1996 and 1995, respectively. On March 21, 1994, excess proceeds received from the Park Creek and the Warner Willows I and II refinancings of approximately $2,300,000 were used to partially pay the deferred acquisition fees due the corporate general partner, resulting in lower interest expense to the corporate general partner in 1996 and 1995. An annual property management fee is also payable to an affiliate of the NAPICO which shall in any event not exceed 5 percent of gross revenues from each property under management. Management fees charged to rental operations were approximately $242,000, $243,000 and $302,000 for 1997, 1996 and 1995, respectively. 31 An affiliate of the corporate general partner performed earthquake repairs at the Park Creek and Warner Willows I and II rental properties. The payments to this affiliate for these repairs was approximately $737,000 as of December 31, 1996. The Partnership reimburses NAPICO for certain expenses. The reimbursement to NAPICO was $12,606, $12,426 and $10,704 in 1997, 1996 and 1995, respectively, and is included in operating expenses. A real estate investment trust organized by an affiliate of NAPICO has advised the Partnership that it intends to make a proposal to purchase from the Partnership certain of the real estate assets of the Partnership. The REIT proposes to purchase such limited partner interests for cash, which it plans to raise in connection with a private placement of its equity securities. The purchase is subject to, among other things, (i) consummation of such private placement by the REIT; (ii) the purchase of the general partner interests in the local limited partnerships by the REIT; (iii) the approval of HUD and certain state housing finance agencies; (iv) the consent of the limited partners to the sale of the local limited partnership interests held for investment by REP; and (v) the consummation of a minimum number of purchase transactions with other Casden affiliated partnerships. As of March 31, 1998, the REIT had completed buy-out negotiations with a majority of the general partners of the local limited partnerships. A proxy is contemplated to be sent to the limited partners setting forth the terms and conditions of the purchase of the limited partners' interests held for investment by the Partnership, together with certain amendments to the Partnership Agreement and other disclosures of various conflicts of interest in connection with the transaction. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K: FINANCIAL STATEMENTS Report of Independent Public Accountants. Balance Sheets as of December 31, 1997 and 1996. Statements of Operations for the years ended December 31, 1997, 1996 and 1995. Statements of Partners' Equity (Deficiency) for the years ended December 31, 1997, 1996 and 1995. Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995. Notes to Financial Statements as of December 31, 1997. FINANCIAL STATEMENT SCHEDULE Schedule III - Real Estate and Accumulated Depreciation, December 31, 1997. The remaining schedules are omitted because the required information is included in the financial statements and notes thereto or they are not applicable or not required. EXHIBITS (3) Articles of incorporation and bylaws: The registrant is not incorporated. The Partnership Agreement was filed with Form S-11 Registration No. 2-82765 incorporated herein by reference. (10) Material contracts: The registrant is not party to any material contracts, other than the Amended and Restated Certificate and Agreement of Limited Partnership dated September 9, 1981, and the seven apartment projects located in California and Nevada as previously filed at the Securities Exchange Commission, File No. 2-82765 which is hereby incorporated by reference. REPORTS ON FORM 8-K A report on Form 8-K dated November 26, 1996, was filed with the Securities and Exchange Commission. This Form 8-K disclosed that the registrant became aware of an entity conducting a tender offer for units in the registrant. The General Partners on behalf of the registrant, responded to the offer in registrant's Semi-Annual Report mailed to the limited partners on or about November 18, 1996. The Corporate General Partner advised the limited partners that it does not believe that this reported offer appears to reflect the full value of the limited partnership interests, and that each investor must consult with his or her tax advisor regarding the amount and character of any tax gain or loss. 32 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 in the City of Los Angeles, State of California. REAL-EQUITY PARTNERS By: NATIONAL PARTNERSHIP INVESTMENTS CORP. General Partner /s/ CHARLES H. BOXENBAUM - ------------------------------------ Charles H. Boxenbaum Chairman of the Board of Directors and Chief Executive Officer /s/ BRUCE E. NELSON - ------------------------------------ Bruce E. Nelson Director and President /s/ ALAN I. CASDEN - ------------------------------------ Alan I. Casden Director /s/ HENRY C. CASDEN - ------------------------------------ Henry C. Casden Director /s/ BOB E. SCHAFER - ------------------------------------ Bob E. Schafer Senior Vice President of Finance EX-27 2 FINANCIAL DATA SHEET
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 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 1,884,218 0 0 0 0 2,259,938 32,370,981 13,101,384 20,791,123 270,019 0 0 0 0 4,562,631 20,791,123 0 5,031,004 0 0 3,859,401 0 1,417,575 (245,972) 0 (245,972) 0 0 0 (245,972) 0 0
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