-----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, Gu15wmO5ngG5ls8iFST0Vw4w1DY/Hw98T0RXuFa6dYOcbokl9zw35UinFxOFBKDm l0yWNHEig2iCguASxuvD/Q== 0000950134-95-002845.txt : 19951119 0000950134-95-002845.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950134-95-002845 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL REALTY L P CENTRAL INDEX KEY: 0000819671 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 752163175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09648 FILM NUMBER: 95590694 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1995 ------------------ Commission File Number 1-9648 ------ NATIONAL REALTY, L.P. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 75-2163175 -------------------------------- -------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10670 North Central Expressway, Suite 300, Dallas, Texas 75231 - -------------------------------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) (214) 692-4700 ------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . --- --- Units of Limited Partner Interest 2,139,348 - --------------------------------- --------------------------------- (Class) (Outstanding at November 3, 1995) 1 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying Consolidated Financial Statements have not been audited by independent certified public accountants, but in the opinion of the management of National Realty, L.P., all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of consolidated results of operations, consolidated financial position and consolidated cash flows at the dates and for the periods indicated, have been included. NATIONAL REALTY, L.P. CONSOLIDATED BALANCE SHEETS
September 30, December 31, 1995 1994 -------------- ------------- (dollars in thousands) Assets ------ Real estate held for investment Land............................................. $ 47,270 $ 46,842 Buildings and improvements....................... 355,933 352,219 -------------- -------------- 403,203 399,061 Less - accumulated depreciation.................. (192,731) (186,161) -------------- -------------- 210,472 212,900 Real estate held for sale......................... 52,742 52,511 Less - Accumulated depreciation.................. (24,960) (23,876) -------------- -------------- 27,782 28,635 Notes and interest receivable, net of deferred gains of $16,198 in 1994 and 1995................ 15,770 13,442 Less - allowance for estimated losses............ (1,910) (1,910) -------------- -------------- 13,860 11,532 Cash and cash equivalents......................... 7,816 3,748 Accounts receivable............................... 1,602 1,975 Prepaid expenses.................................. 991 695 Escrow deposits and other assets.................. 14,117 11,500 Marketable equity securities of affiliate, at market........................................... 762 636 Deferred financing costs.......................... 14,358 15,321 Amounts due from affiliates....................... 1,184 3,198 -------------- -------------- $ 292,944 $ 290,140 ============== ==============
The accompanying notes are an integral part of these Consolidated Financial Statements. 2 3 NATIONAL REALTY, L.P. CONSOLIDATED BALANCE SHEETS - Continued
September 30, December 31, 1995 1994 --------------- -------------- (dollars in thousands) Liabilities and Partners' Equity (Deficit) ------------------------------------------ Liabilities Notes and interest payable....................... $ 334,011 $ 326,775 Pension notes and related interest payable....... 11,704 10,769 Accrued property taxes........................... 7,675 6,967 Accounts payable and other liabilities........... 4,338 5,901 Tenant security deposits......................... 3,018 2,751 -------------- -------------- 360,746 353,163 Commitments and contingencies Redeemable General Partner Interest............... 28,800 28,800 Partners' equity (deficit) General Partner.................................. 2,508 2,580 Limited Partners (2,139,348 units in 1995 and 2,139,418 units in 1994)...................... (66,627) (61,795) Unrealized gain on marketable equity securities.. 492 367 -------------- -------------- (63,627) (58,848) Less - Redeemable General Partner Interest....... (32,975) (32,975) -------------- -------------- (96,602) (91,823) -------------- -------------- $ 292,944 $ 290,140 ============== ==============
The accompanying notes are an integral part of these Consolidated Financial Statements. 3 4 NATIONAL REALTY, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months For the Nine Months Ended September 30, Ended September 30, ---------------------------------- --------------------------------- 1995 1994 1995 1994 -------------- -------------- --------------- ------------- (dollars in thousands, except per share) Revenues Rents......................... $ 27,300 $ 26,631 $ 80,404 $ 78,579 Interest...................... 818 686 2,169 1,872 -------------- -------------- --------------- ------------- 28,118 27,317 82,573 80,451 Expenses Interest...................... 8,935 8,508 26,096 25,568 Depreciation & amortization... 2,569 2,561 7,655 7,631 Property taxes & insurance.... 3,139 3,045 9,127 8,962 Utilities..................... 2,955 2,915 8,617 8,951 Property-level payroll costs.. 1,783 1,785 5,031 4,817 Repairs and maintenance....... 6,033 6,251 18,070 16,609 Other operating expenses...... 1,151 1,148 3,397 3,329 Property management fees...... 1,168 1,138 3,447 3,402 General and administrative.... 1,424 1,238 4,753 4,082 -------------- -------------- --------------- ------------- 29,157 28,589 86,193 83,351 -------------- -------------- --------------- ------------- Net (loss)..................... $ (1,039) $ (1,272) $ (3,620) $ (2,900) ============== ============== =============== ============= Earnings per unit Net (loss)..................... $ (.48) $ (.58) $ (1.66) $ (1.33) ============== ============== =============== ============= Weighted average units of limited partner interest used in computing earnings per unit...................... 2,139,355 2,139,607 2,139,380 2,139,607 ============== ============== =============== =============
The accompanying notes are an integral part of these Consolidated Financial Statements. 4 5 NATIONAL REALTY, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
Unrealized Gain On Redeemable Marketable General Partners' General Limited Equity Partner Equity Partner Partners Securities Interest (Deficit) -------------- --------------- ---------------- ------------- ---------- (dollars in thousands) Balance, January 1, 1995......... $ 2,580 $ (61,795) $ 367 $ (32,975) $ (91,823) Distributions ($.60 per unit).... - (1,284) - - (1,284) Unrealized gain on marketable equity securities of affiliate.. - - 125 - 125 Net (loss)....................... (72) (3,548) - - (3,620) ------------- ------------- ------------- ------------- ------------- Balance, September 30, 1995...... $ 2,508 $ (66,627) $ 492 $ (32,975) $ (96,602) ============= ============= ============= ============= =============
The accompanying notes are an integral part of these Consolidated Financial Statements. 5 6 NATIONAL REALTY, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, ---------------------------------- 1995 1994 --------------- -------------- (dollars in thousands) Cash Flows From Operating Activities Rents collected.................................. $ 80,104 $ 78,507 Interest collected............................... 1,966 1,734 Interest paid.................................... (23,093) (22,749) Payments for property operations................. (49,589) (49,216) General and administrative expenses paid......... (4,608) (4,515) Deferred financing costs......................... (446) (745) -------------- -------------- Net cash provided by operating activities..... 4,334 3,016 Cash Flows From Investing Activities Acquisition of real estate....................... (463) - Real estate improvements......................... (2,662) (1,991) Collections on notes receivable.................. 14 648 Acquisition and settlement of notes receivable... (1,207) - -------------- -------------- Net cash (used in) investing activities....... (4,318) (1,343) Cash Flows From Financing Activities Proceeds from notes payable...................... 23,233 8,376 Payments from (to) affiliates, net............... 2,098 (857) Payments on notes payable........................ (19,995) (8,578) Distributions to unitholders..................... (1,284) (1,284) -------------- -------------- Net cash provided by (used in) financing activities.................................. 4,052 (2,343) -------------- -------------- Net increase (decrease) in cash and cash equivalents................................. 4,068 (670) Cash and cash equivalents at beginning of period.. 3,748 4,038 -------------- -------------- Cash and cash equivalents at end of period........ $ 7,816 $ 3,368 ============== ============== Reconciliation of net (loss) to net cash provided by operating activities Net (loss)........................................ $ (3,620) $ (2,900) Adjustments to reconcile net (loss) to net cash provided by operating activities Depreciation and amortization.................... 7,655 7,631 (Increase) in other assets....................... (996) (3,475) (Increase) in interest receivable................ (66) (25) Increase in interest payable..................... 1,164 843 Increase in other liabilities.................... 197 942 -------------- -------------- Net cash provided by operating activities..... $ 4,334 $ 3,016 ============== ============== Schedule of noncash financing activities Note payable from acquisition of real estate..... $ 1,200 $ - Unrealized gain (loss) on marketable equity securities.................................... 126 (30)
The accompanying notes are an integral part of these Consolidated Financial Statements. 6 7 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying Consolidated Financial Statements of National Realty, L.P. and consolidated entities (the "Partnership") have been prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the nine month period ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the Consolidated Financial Statements and Notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994 (the "1994 Form 10-K"). Certain 1994 balances have been reclassified to conform to the 1995 presentation. NOTE 2. EARNINGS PER UNIT Net (loss) per unit of limited partner interest (per "unit") is computed based upon the weighted average number of units outstanding during each period. The limited partners of National Realty, L.P. ("National Realty") have a 99% interest and the general partner, Syntek Asset Management, L.P. (the "General Partner" or "SAMLP"), has an aggregate 1% interest in the net income, net loss and distributions of National Realty. National Realty is allocated 99% of the net income or net loss of National Operating, L.P. ("NOLP" or the "Operating Partnership"), and the General Partner is allocated an aggregate 1% of the net income or net loss of the Operating Partnership. The 1% General Partner interest in each of National Realty and the Operating Partnership is equal to a 1.99% interest on a combined basis. Accordingly, net (loss) per unit is derived by dividing 98.01% of the net (loss) in each period by the respective weighted average units of limited partner interest. NOTE 3. REAL ESTATE In March 1995, the Partnership purchased the Chalet II Apartments, a 72 unit apartment complex in Topeka, Kansas, for $1.6 million. The Partnership paid $439,000 in cash and obtained new first mortgage financing of $1.2 million. The mortgage bears interest at a variable rate, currently 10% per annum, requires monthly payments of principal and interest, currently $12,000, and matures in March 2002. The Partnership, in accordance with the Partnership's Limited Partnership Agreement, paid a real estate brokerage commission of $98,000 to Carmel Realty, Inc., an affiliate of the Partnership's Managing General Partner, based on the $1.6 million purchase price of the property. In May 1995, the Partnership refinanced the mortgage debt secured by the Mallard Lake Apartments in Greensboro, North Carolina in the amount of $8.2 million. The Partnership received net cash of $1.4 million after 7 8 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 3. REAL ESTATE (Continued) the payoff of $6.5 million in existing mortgage debt. The remainder of the refinancing proceeds were used to fund escrows for replacements and repairs and to pay various closing costs associated with the refinancing. The new mortgage bears interest at the rate of 8.75% per annum, requires monthly payments of principal and interest of $67,416 and matures June 1, 2005. The Partnership, in accordance with the Partnership Agreement, paid a mortgage brokerage and equity refinancing fee of $82,000 to Basic Capital Management, Inc. ("BCM"), the sole shareholder of the Partnership's Managing General Partner, based upon the new $8.2 million mortgage. In September 1995, the Partnership refinanced the mortgage debt secured by the Four Seasons Apartments in Denver, Colorado in the amount of $9.9 million. The Partnership received net cash of $4.4 million after the payoff of $5.2 million in existing mortgage debt, including a $147,000 prepayment penalty. The remainder of the refinancing proceeds were used to fund escrows for replacements and repairs and to pay various closing costs associated with the refinancing. The new mortgage bears interest at the rate of 8.25% per annum, requires monthly payments of principal and interest of $78,000 and matures in October 2005. The Partnership, in accordance with the Partnership Agreement, paid a mortgage brokerage and equity refinancing fee of $99,000 to BCM based upon the new $9.9 million mortgage. Also in September 1995, the Partnership refinanced the mortgage debt secured by the Nora Pines Apartments in Indianapolis, Indiana in the amount of $6.2 million. The Partnership received net cash of $952,000 after the payoff of $4.9 million in existing mortgage debt, including a $48,000 prepayment penalty. The remainder of the refinancing proceeds were used to fund escrows for replacements and repairs and to pay various closing costs associated with the refinancing. The new mortgage bears interest at the rate of 8.25% per annum, requires monthly payments of principal and interest of $48,000 and matures in October 2005. The Partnership, in accordance with the Partnership Agreement, paid a mortgage brokerage and equity refinancing fee of $62,000 to BCM based upon the new $6.2 million mortgage. NOTE 4. NOTES RECEIVABLE In 1991, the Partnership and an insurance company entered into an Asset Sales Agreement to sell participations in certain of the Partnership's mortgage notes receivable in exchange for participations in other mortgage notes or assets and cash. The Partnership entered into the Asset Sales Agreement in an effort to develop a potential source for future financing and to generate cash from otherwise illiquid assets. The assets transferred by the Partnership pursuant to the Asset Sales Agreement included a $2.5 million senior participation in a wraparound mortgage note receivable secured by a shopping center in Las Vegas, Nevada, a $1.0 million senior participation in a wraparound mortgage note receivable secured by a shopping center in La Crosse, Wisconsin, 8 9 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 4. NOTES RECEIVABLE (Continued) and a first lien mortgage note with a carrying value of $1.2 million prior to transfer. In return, the Partnership received a $447,000 senior participation in a note secured by land in Granby, Colorado, a $1.5 million participation in a note secured by a country club in the Ka'u District of Hawaii, a 10% limited partner interest in the partnership owning the country club, valued at $1.5 million, a $213,000 first lien mortgage note secured by land in Denver, Colorado and $1.0 million in cash. The Asset Sales Agreement included put and guaranty provisions. In March 1992, the insurance company was placed in receivership. In June 1992, the Partnership provided notice to the insurance company, under the terms of the put and guaranty provisions, of its desire to divest itself of all the assets received. The Receiver refused to allow the enforcement of the terms of the Asset Sales Agreement. In 1992, the Partnership determined that the fair value of the underlying collateral securing one of the participations and a note receivable received was not sufficient to satisfy the Partnership's interests and accordingly, the Partnership recorded a $1.6 million provision for loss to provide for such deficiency. In May 1993, the Partnership foreclosed on an assigned first lien secured by land in Denver, Colorado. The Partnership incurred no loss as a result of the foreclosure. In October 1993, this land was sold for its carrying value. A settlement between the Partnership and the Receiver was approved by the court on February 15, 1995. Under the terms of the settlement, on July 7, 1995, the insurance company returned to the Partnership the senior participations in the wraparound mortgage notes secured by the shopping centers in Las Vegas, Nevada and La Crosse, Wisconsin. In exchange, the Partnership returned all of the assets that it received from the insurance company other than the first lien mortgage note secured by the land in Denver, Colorado, which had been foreclosed and sold by the Partnership, and paid $657,000 in cash. The Partnership also purchased from the insurance company the first lien note secured by the land in Granby, Colorado and a second lien note secured by commercial condominiums also in Granby, Colorado for $550,000. The Partnership incurred no loss on the settlement. NOTE 5. WARRANTS Pursuant to a litigation settlement agreement, on February 14, 1992, the Partnership issued 2,692,773 warrants to purchase an aggregate of 673,193 of its units of limited partner interest subject to adjustment. Each warrant entitles the holder thereof to purchase one quarter of one unit at the exercise price ($12.00 per warrant), equal to $48.00 per unit, subject to adjustment. The warrants may be exercised for five years from the February 14, 1992 date of issuance or until earlier redemption. See NOTE 7. "LEGAL PROCEEDINGS - Moorman Settlement." 9 10 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 6. INCOME TAXES No federal or state income taxes have been provided for in the accompanying Consolidated Statements of Operations as the partners include their share of Partnership income or loss in their respective tax returns. For income or loss allocation purposes, limited partners are allocated their proportionate share of income or loss commencing with the calendar month subsequent to their entry into the Partnership. NOTE 7. LEGAL PROCEEDINGS Moorman Settlement. The Partnership is party to a settlement agreement, dated as of May 9, 1990, between plaintiffs Joseph B. Moorman, et al. and defendants Robert A. McNeil, National Realty, the Operating Partnership, SAMLP, Gene E. Phillips and William S. Friedman, and Shearson Lehman Hutton Inc., successor-in-interest to defendant E.F. Hutton & Company Inc., relating to the action entitled Moorman, et al. v. Southmark Corporation, et al. Such action was filed on September 2, 1987, in the Superior Court of the State of California, County of San Mateo. On May 9, 1990, the Partnership agreed to settle such action pursuant to the terms of a written agreement (the "Moorman Settlement Agreement"). On June 29, 1990, after a hearing as to its fairness, reasonableness and adequacy, the Moorman Settlement Agreement was granted final court approval. By agreeing to settle the Moorman action, the Partnership, SAMLP, and Messrs. Phillips and Friedman did not and do not admit any liability whatsoever. The terms of the Moorman Settlement Agreement are complex and the following summary is qualified in its entirety by reference to the text thereof, which was previously included as an exhibit to a Partnership filing with the Securities and Exchange Commission. The Moorman Settlement Agreement provides for a plan (the "Moorman Settlement Plan") consisting of, among other things, the following: (i) the appointment and operation of a committee (the "Oversight Committee") to oversee the implementation of the Moorman Settlement Plan, (ii) the appointment and operation of an audit committee having a majority of members unaffiliated with Messrs. Phillips and Friedman or SAMLP, (iii) the establishment of specified annually increasing targets described below (each a "Target") for each of the next five years through May 1995, relating to the price of the units of limited partner interest as decreased for certain distributions to unitholders, (iv) an agreement by SAMLP not to seek reimbursement of greater than $500,000 per year for Messrs. Phillips' and Friedman's salaries for serving as general partners of SAMLP, (Mr. Friedman resigned as general partner of SAMLP effective March 4, 1994) and a deferral of such payments until such time as a Target may be met, and, if SAMLP resigns as General Partner, a waiver of any compensation so deferred, (v) a deferral until such time as a Target may be met of certain future annual General Partner compensation payable, pursuant to the Partnership's governing documents, to SAMLP or its affiliates, and, if SAMLP resigns as General Partner, a 10 11 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 7. LEGAL PROCEEDINGS (Continued) waiver of any compensation so deferred, (vi) the required distribution to unitholders of all the Partnership's operating cash flow in excess of certain renovation costs, unless the Oversight Committee approves alternative uses for such operating cash flow, (vii) the issuance of Warrants to purchase an aggregate of up to 687,500 units (the "Warrants") to Class Members, (viii) the contribution by certain co-defendants of cash and notes payable to the Partnership aggregating $5.5 million (including $2.5 million contributed by SAMLP and its general partners over a four-year period), (ix) the amendment of the Partnership Agreement to reduce the vote required to remove the General Partner from a two-thirds vote to a majority vote of the units, (x) the Partnership's redemption of its unit purchase rights and an agreement not to adopt a similar rights plan without Oversight Committee approval and (xi) the Partnership's payment of certain settlement costs, including plaintiffs' attorneys' fees in the amount of $3.4 million. The Moorman Settlement Plan will remain in effect until SAMLP has resigned as General Partner and a successor general partner is elected and takes office, and the Warrants will remain exercisable for five years from the February 14, 1992 date of issuance or until earlier redemption. If Targets are not met for any two successive years of the Moorman Settlement Plan or for the final year of the Moorman Settlement Plan, SAMLP will be required to withdraw as General Partner effective at the time a successor general partner is elected. Upon, among other things, the withdrawal of SAMLP as General Partner and the due election and taking office of a successor, the Moorman Settlement Plan would terminate. The Targets for the first and second anniversary dates were not met. Since the Targets were not met for two successive years, the Moorman Settlement Agreement requires that SAMLP resign as General Partner, effective upon the election and qualification of its successor. On July 8, 1992, SAMLP notified the Oversight Committee of the failure to meet the Target for two successive years. Upon, among other things, the withdrawal of SAMLP as General Partner and the due election and taking office of a successor, the Moorman Settlement Plan would terminate. Withdrawal of SAMLP as General Partner pursuant to the Moorman Settlement Agreement requires unitholders to elect a successor general partner by majority vote. Upon the withdrawal or removal of the General Partner without the selection of a successor, the Partnership would be dissolved. The Moorman Settlement Agreement provides that between the date of the certification causing the General Partner's resignation and the date a successor general partner takes office, the resigning General Partner shall limit its activities, as General Partner, to the conduct of the business of the Partnership in the ordinary course, shall not, without consent of the Oversight Committee, purchase or sell any real estate or other assets of the Partnership not in progress on said date, shall 11 12 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 7. LEGAL PROCEEDINGS (Continued) cooperate in the election of a successor general partner and shall cooperate with its successor to facilitate a change in the office of General Partner of the Partnership. The resigning General Partner will continue to receive fees, expenses and distributions, if any, while the solicitation is prepared. Any dispute between the General Partner and the Oversight Committee concerning the operation of the Moorman Settlement Agreement is to be resolved by the Judge (the "Supervising Judge") appointed pursuant to the Moorman Settlement Agreement to supervise its implementation. The withdrawal of the General Partner would require the Partnership to acquire the General Partner's interest in the Partnership (the "Redeemable General Partner Interest") at its then fair value, and to pay certain fees and other compensation, as provided in the Partnership Agreement and the Moorman Settlement Agreement. Under the Moorman Settlement Agreement, payment for such Redeemable General Partner Interest, fees and other compensation may, at the Oversight Committee's option, be paid over a three year period pursuant to a secured promissory note bearing interest at the prime rate and containing commercially reasonable terms and collateral. Under the Moorman Settlement Plan, the purchase price for Redeemable General Partner Interest would be calculated, as of the time SAMLP withdraws as General Partner under the Partnership's governing documents. The Managing General Partner has calculated the Redeemable General Partner Interest at December 31, 1994 to be $33.0 million, and believes there has been no material change in such value since such date. The Partnership would be entitled to offset against any such payment the then outstanding principal balance ($4.2 million at September 30, 1995) plus all accrued but unpaid interest ($5.0 million at September 30, 1995) on the note receivable from SAMLP for its capital contribution to the Partnership. In the accompanying Consolidated Balance Sheets, the Redeemable General Partner Interest is shown as a reduction of Partners' Equity. The note receivable from the General Partner has been offset against the Redeemable General Partner Interest. The Oversight Committee previously has informed the Partnership that it calculated the amount of such Redeemable General Partner Interest to be less than the amount calculated by the Managing General Partner. When SAMLP withdraws as General Partner of the Partnership, the value of the Redeemable General Partner Interest would depend on the fair value of the Partnership's assets at the time of calculation and there can be no assurance that the Redeemable General Partner Interest, fees and other compensation payable on any such withdrawal will not be substantially higher or lower than any current estimate or calculation. Any dispute pertaining to the amount of Redeemable General Partner Interest upon withdrawal of SAMLP, will be resolved by the Supervising Judge. On January 27, 1995, National Realty, SAMLP, the Oversight Committee and William H. Elliott executed an Implementation Agreement which provides for the nomination of an entity controlled by Mr. Elliott as successor 12 13 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 7. LEGAL PROCEEDINGS (Continued) general partner and for the resolution of all related matters under the Moorman Settlement. The Implementation Agreement was subject to receipt of a notice from Mr. Elliott that he consented to stand for election as the successor general partner. On April 20, 1995, Mr. Elliott formally notified the parties that he would stand for such election. On June 29, 1995, the Implementation Agreement was submitted to the Supervising Judge for tentative approval and approval of the notice to be sent to the original class members. As of November 3, 1995, the tentative approval of the Supervising Judge had not been obtained and therefore the notice to class members had not been mailed. Upon final approval by the Supervising Judge, the proposal to elect the successor general partner will be submitted to the unitholders of National Realty for a vote. In addition, the unitholders will vote upon amendments to the National Realty partnership agreement which relate to the proposed compensation of the successor general partner and other related matters. Upon approval by the unitholders, SAMLP shall withdraw as General Partner and the successor general partner shall take office. If the required approvals are obtained, National Realty anticipates that the successor general partner may be elected and take office during the first or second quarter of 1996. The Implementation Agreement provides that SAMLP, and its affiliates owning units in National Realty, shall not vote to remove the successor general partner, except for removal with cause, for a period of thirty months from the date the successor general partner takes office. In addition, the Supervising Judge shall make a determination of any amounts which National Realty may owe to SAMLP upon SAMLP's withdrawal as General Partner and any amounts which SAMLP or its affiliates may owe to National Realty. Any amounts which National Realty may be determined to owe to SAMLP may be paid by National Realty over a period of time to be determined by the parties on terms which shall not hinder National Realty's ability to meet its other financial obligations. Upon the election and taking office of the successor general partner, the Moorman Settlement Plan and the Oversight Committee shall terminate. If the successor general partner nominee is not elected, the existing Moorman Settlement Agreement shall remain in full force and effect and all of the provisions of the Implementation Agreement shall be voided. Other. The Partnership is involved in various lawsuits arising in the ordinary course of business. Management of the Partnership is of the opinion that the outcome of these lawsuits would have no material impact on the Partnership's financial condition or results of operations. NOTE 8. SUBSEQUENT EVENTS In October 1995, the Partnership refinanced the mortgage debt secured by the Covered Bridge Apartments in Gainsville, Florida in the amount of 13 14 NATIONAL REALTY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued NOTE 8. SUBSEQUENT EVENTS (Continued) $4.7 million. The Partnership received net cash of $907,000 after the payoff of $3.6 million in existing mortgage debt, including a $35,000 prepayment penalty. The remainder of the refinancing proceeds were used to pay various closing costs associated with the refinancing. The new mortgage bears interest at the rate of 8% per annum, requires monthly payments of principal and interest of $36,000 and matures in November 2005. The Partnership, in accordance with the Partnership Agreement, paid a mortgage brokerage and equity refinancing fee of $47,000 to BCM based upon the new $4.7 million mortgage. Also in October 1995, the Partnership accepted a $3.7 million discounted payoff of three wraparound mortgage loans secured by the Hurstbourne Business Park in Louisville, Kentucky. The Partnership received $1.5 million in cash after the payoff of $2.2 million in first mortgage debt. No loss was recorded as the discounted note payoff was equal to the Partnership's net carrying value of the loans. __________________________________ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction National Realty, L.P. ("National Realty") is a Delaware limited partnership formed on January 29, 1987, the business of which consists primarily of owning and operating through National Operating, L.P., also a Delaware limited partnership (the "Operating Partnership"), a portfolio of real estate. Most of the Operating Partnership's properties were acquired in transactions consummated on September 18, 1987, pursuant to which National Realty acquired all of the assets, and assumed all of the liabilities, of 35 public and private limited partnerships. National Realty and the Operating Partnership operate as an economic unit and, unless the context otherwise requires, all references herein to the "Partnership" shall constitute references to National Realty and the Operating Partnership as a unit. In November 1992, the Operating Partnership, in conjunction with a refinancing of 52 of its apartment properties and a wraparound note receivable, transferred such assets to Garden Capital, L.P. ("GCLP"), a Delaware limited partnership in which the Operating Partnership holds a 99.3% limited partner interest. National Realty's units of limited partner interest are traded on the American Stock Exchange (the "AMEX") using the symbol "NLP". National Realty no longer meets certain of the criteria of the AMEX for continued listing and will likely continue to fail to meet such criteria. Although National Realty does not anticipate that the AMEX will seek to delist its units of limited partner interest, there can be no assurance that the AMEX will not seek to do so. 14 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources Cash and cash equivalents aggregated $7.8 million at September 30, 1995 and $3.7 million at December 31, 1994. The Managing General Partner of the Partnership's General Partner has discretion in determining methods of obtaining funds for the Partnership's operations. The Partnership's governing documents place no limitation on the amount of leverage that the Partnership may incur either in the aggregate or with respect to any particular property or other investment. At September 30, 1995, the aggregate loan-to-value ratio of the Partnership's real estate portfolio was 48.6%, computed on the basis of the ratio of total property-related debt to aggregate appraised values as of December 31, 1994, as compared with a loan-to-value ratio of 47.9% at December 31, 1994. The Partnership's principal sources of cash flow have been and will continue to be from property operations and externally generated funds. Externally generated funds include borrowings, proceeds from the sale of Partnership properties and other assets and proceeds from the issuance of debt secured by Partnership properties or mortgage notes receivable. The Partnership expects the cash flow from property operations together with externally generated funds will be sufficient to meet the Partnership's various cash needs during the remainder of 1995, including but not limited to the payment of distributions, debt service obligations coming due and property maintenance and improvements, as more fully discussed in the paragraphs below. In March 1995, the Partnership, with the approval of the Oversight Committee, purchased the Chalet II Apartments, a 72 unit apartment complex in Topeka, Kansas, for $1.6 million. The Partnership paid $439,000 in cash, obtaining new mortgage financing of $1.2 million. In May 1995, the Partnership refinanced the mortgage debt secured by the Mallard Lake Apartments in Greensboro, North Carolina in the amount of $8.2 million. The Partnership received net cash of $1.4 million after the payoff of $6.5 million in existing mortgage debt. The remainder of the refinancing proceeds were used to fund escrows for replacements and repairs and to pay various closing costs associated with the refinancing. In September 1995, the Partnership refinanced the mortgage debt secured by the Four Seasons Apartments in Denver, Colorado and the Nora Pines Apartments in Indianapolis, Indiana. The Partnership received net cash totaling $5.4 million from the two refinancings after the payoff of $10.1 million in existing mortgage debt, including $195,000 in prepayment penalties. The remainder of the refinancing proceeds were used to fund escrows for replacements and repairs and to pay various closing costs associated with the refinancing. In November 1992, in conjunction with the transfer of the net assets of 52 apartment complexes and a wraparound note receivable to GCLP, such assets were refinanced under a $223 million blanket mortgage loan. The 15 16 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources (Continued) blanket mortgage loan requires that cash flow from the GCLP properties be used to fund various escrow and reserve accounts and limits the payment of distributions to the Partnership. During the first nine months of 1995, the Partnership received distributions from GCLP totaling $1.9 million, compared to distributions totaling $1.7 million received during the first nine months of 1994. In the first nine months of 1995, the Partnership paid quarterly distributions aggregating $0.60 per unit, or a total of $1.3 million. The Partnership's net cash flow from property operations (rents collected less payments applicable to rental income) of $29.3 million for the nine months ended September 30, 1994 increased to $30.5 million for the nine months ended September 30, 1995. This increase is due to an increase in rental rates at the Partnership's apartment complexes and one commercial property, partially offset by decreases due to the sale of Brandywine and Raintree Apartments in October 1994. In October 1995, the Partnership refinanced the mortgage debt secured by the Covered Bridge Apartments in Gainsville, Florida in the amount of $4.7 million. The Partnership received net cash of $907,000 after the payoff of $3.6 million in existing mortgage debt, including a $35,000 prepayment penalty. The remainder of the refinancing proceeds were used to pay various closing costs associated with the refinancing. Also in October 1995, the Partnership accepted a $3.7 million discounted payoff of three wraparound mortgage loans secured by the Hurstbourne Business Park in Louisville, Kentucky. The Partnership received $1.5 million in cash after the payoff of $2.2 million in first mortgage debt. As discussed in NOTE 7. "LEGAL PROCEEDINGS," the Moorman litigation settlement agreement (the "Moorman Settlement Agreement") sets forth certain aggressive, annually increasing targets relating to the price of the Partnership's units of limited partner interest which were not met, resulting in, among other things, withdrawal of the General Partner and the resulting required repurchase of the General Partner's interest. The effects of some or all of these provisions could adversely affect the Partnership's liquidity. However, the General Partner and the Oversight Committee have agreed in principle, as discussed below, to possible arrangements which would alleviate the adverse effect of such provisions. The withdrawal of the General Partner requires the Partnership to acquire the General Partner's interest in the Partnership (the "Redeemable General Partner Interest") at its then fair value, and to pay certain fees and other compensation, as provided in the Partnership Agreement and the Moorman Settlement Agreement. The Moorman Settlement Agreement provides that any payment for such Redeemable General Partner Interest, fees and other compensation during the pendency of the Moorman Settlement Agreement may, at the option of the Oversight Committee (also established under the Moorman Settlement Agreement), be made over three 16 17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources (Continued) years pursuant to a secured promissory note bearing interest at a financial institution's prime rate. The Managing General Partner has calculated the fair value of the Redeemable General Partner Interest at December 31, 1994 to be $33.0 million, and believes that there has been no material change in such value since that date. The Partnership would be entitled to offset against such payment the then outstanding principal balance of the note receivable ($4.2 million at September 30, 1995) plus all accrued and unpaid interest ($5.0 million at September 30, 1995) on the note receivable from the General Partner representing its capital contribution to the Partnership. When Syntek Asset Management, L.P. ("SAMLP") withdraws as General Partner of the Partnership, the fair value of the Redeemable General Partner Interest would depend on the value of the Partnership's assets at the time of calculation and there can be no assurance that the Redeemable General Partner Interest, fees and other compensation payable on any such withdrawal will not be substantially higher or lower than any current estimate or calculation. In the accompanying Consolidated Balance Sheets, the Redeemable General Partner Interest is shown as a reduction in Partners' Equity and the note receivable from the General Partner has been offset against the Redeemable General Partner Interest. On January 27, 1995, National Realty, SAMLP, the Oversight Committee and William H. Elliott executed an Implementation Agreement which provides for the nomination of an entity controlled by Mr. Elliott as successor general partner and for the resolution of all related matters under the Moorman Settlement. The Implementation Agreement was subject to receipt of a notice from Mr. Elliott that he consented to stand for election as the successor general partner. On April 20, 1995, Mr. Elliott formally notified the parties that he would stand for such election. On June 29, 1995, the Implementation Agreement was submitted to the Supervising Judge for tentative approval and approval of the notice to be sent to the original class members. As of November 3, 1995, the tentative approval of the Supervising Judge had not been obtained and therefore the notice to class members had not been mailed. Upon final approval by the Supervising Judge, the proposal to elect the successor general partner will be submitted to the unitholders of National Realty for a vote. In addition, the unitholders will vote upon amendments to the National Realty partnership agreement which relate to the proposed compensation of the successor general partner and other related matters. Upon approval by the unitholders, SAMLP shall withdraw as General Partner and the successor general partner shall take office. If the required approvals are obtained, National Realty anticipates that the successor general partner may be elected and take office during the second quarter of 1996. The Implementation Agreement provides that SAMLP, and its affiliates owning units in National Realty, shall not vote to remove the successor 17 18 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources (Continued) general partner, except for removal with cause, for a period of thirty months from the date the successor general partner takes office. In addition, the Supervising Judge shall make a determination of any amounts which National Realty may owe to SAMLP upon SAMLP's withdrawal as General Partner and any amounts which SAMLP or its affiliates may owe to National Realty. Any amounts which National Realty may be determined to owe to SAMLP may be paid by National Realty over a period of time to be determined by the parties on terms which shall not hinder National Realty's ability to meet its other financial obligations. Upon the election and taking office of the successor general partner, the Moorman Settlement Plan and the Oversight Committee shall terminate. If the successor general partner nominee is not elected, the existing Moorman Settlement Agreement shall remain in full force and effect and all of the provisions of the Implementation Agreement shall be voided. Results of Operations The Partnership reported a net loss of $1.0 million and $3.6 million for the three and nine months ended September 30, 1995 as compared to a net loss of $1.3 million and $2.9 million for the three and nine months ended September 30, 1994. The primary factors effecting the Partnership's operating results are discussed in the following paragraphs. Net rental income for the Partnership (rental income less expenses applicable to rental income) increased from $10.3 million and $32.5 million for the three and nine months ended September 30, 1994 to $11.1 million and $32.7 million for the three and nine months ended September 30, 1995. These increases are primarily attributable to increased rental rates at the Partnership's apartment complexes and an increase in rental rates and occupancy at one of the Partnership's commercial properties. In addition, an increase of $48,000 for the three months and $129,000 for the nine months is due to the acquisition of the Chalet II Apartments in March 1995. These increases are partially offset by decreases of $244,000 and $991,000 for the three and nine months ended September 30, 1995 due to the sale of the Brandywine and Raintree Apartments in October 1994. Interest income increased from $686,000 and $1.9 million for the three and nine months ended September 30, 1994 to $818,000 and $2.2 million for the three and nine months ended September 30, 1995. This increase is primarily attributable to an increase in interest earned on the GCLP credit enhancement escrow account and to the acquisition of a note receivable in July 1995. Interest expense increased from $8.5 million and $25.6 million for the three and nine months ended September 30, 1994 to $8.9 million and $26.0 million for the three and nine months ended September 30, 1995. Decreases of $218,000 and $645,000 for the three and nine months ended 18 19 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Results of Operations (Continued) September 30, 1995 attributable to the sale of the Brandywine and Raintree Apartments in October 1994 were offset by increases of $109,000 and $365,000 for the three and nine months ended September 30, 1995 in interest on the variable interest rate portion of the GCLP mortgage due to an increase in the London Interbank Offering Rate. In addition, interest expense increased by $121,000 and $250,000 for the three and nine months ended September 30, 1995 due to the refinancing of the Creekwood Apartments in September 1994 and the Mallard Lake Apartments in May 1995 and the acquisition of the Chalet II Apartments in March 1995. In addition, interest expense for the three and nine months ended September 30, 1995 includes $196,000 in prepayment penalties related to the refinancings of the Four Seasons and Nora Pines Apartments in September 1995. General and administrative expenses increased from $1.3 million and $4.1 million for the three and nine months ended September 30, 1994 to $1.4 million and $4.8 million for the three and nine months ended September 30, 1995. These increases are primarily due to an increase in legal fees and appraisal fees related to the Moorman litigation and an increase in the Partnership's overhead reimbursements to Basic Capital Management, Inc. Tax Matters National Realty is a publicly traded limited partnership and, for federal income tax purposes, all income or loss generated by the Partnership is included in the income tax returns of the individual partners. In December 1987, Congress passed legislation requiring certain publicly traded partnerships to be taxed as corporations. National Realty qualifies for "grandfather" treatment and will be treated as a partnership until at least 1997, unless the Partnership adds a substantial new line of business, which would require approval of the Oversight Committee, and will continue to be so treated thereafter if 90% or more of its gross income consists of qualifying income from real estate activities. As presently operated, the Partnership meets these requirements. Under Internal Revenue Service guidelines generally applicable to publicly traded partnerships and thus to the Partnership, a limited partner's use of his or her share of partnership losses is subject to special limitations. Inflation The effects of inflation on the Partnership's operations are not quantifiable. Revenues from property operations generally fluctuate proportionately with inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of the Partnership's properties and, correspondingly, the ultimate gains to be realized by the Partnership from property sales. To the extent that inflation affects interest rates, the Partnership's earnings from short-term investments and the cost of new borrowings as well as the cost of its variable rate borrowings will be affected. 19 20 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Environmental Matters Under various federal, state and local environmental laws, ordinances and regulations, the Partnership may be potentially liable for removal or remediation costs, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic substances. In addition, certain environmental laws impose liability for release of asbestos-containing materials into the air, and third parties may seek recovery from the Partnership for personal injury associated with such materials. The General Partner is not aware of any environmental liability relating to the above matters that would have a material adverse effect on the Partnership's business, assets or results of operations. Recent Accounting Pronouncement In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 121 - "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to Be Disposed Of". The statement requires that long-lived assets be considered impaired "...if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset." If impairment exists, an impairment loss shall be recognized, by a charge against earnings, equal to "...the amount by which the carrying amount of the asset exceeds the fair value of the asset." If impairment of a long-lived asset is recognized, the carrying amount of the asset shall be reduced by the amount of the impairment, shall be accounted for as the asset's "new cost" and such new cost shall be depreciated over the asset's remaining useful life. SFAS No. 121 further requires that long-lived assets held for sale "...be reported at the lower of carrying amount or fair value less cost to sell." If a reduction in a held for sale asset's carrying amount to fair value less cost to sell is required, a provision for loss shall be recognized by a charge against earnings. Subsequent revisions, either upward or downward, to a held for sale asset's fair value less cost to sell shall be recorded as an adjustment to the asset's carrying amount, but not in excess of the asset's carrying amount when originally classified as held for sale. A corresponding charge or credit to earnings is to be recognized. Long-lived assets held for sale are not to be depreciated. SFAS No. 121 is effective for fiscal years beginning after December 15, 1995. The General Partner has not fully evaluated the effects of adopting SFAS No. 121, but expects that the Partnership's policy with regard to the classification of revenue producing properties as assets held for sale prior to entering into a firm contract of sale, will require reevaluation. 20 21 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Recent Accounting Pronouncement (Continued) The General Partner estimates that if the Partnership had adopted SFAS No. 121 effective January 1, 1995, without a change in its policy of classifying revenue producing assets as held for sale prior to entering into a firm contract of sale, its depreciation in the three and nine months ended September 30, 1995 would have been reduced by $361,000 and $1.1 million, respectively, its net loss reduced by like amounts in each period and that a provision for loss for either impairment of its properties held for investment or for a decline in estimated fair value less cost to sell of its properties held for sale would not have been required in either period. _______________________________ PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See NOTE 7. "LEGAL PROCEEDINGS - Moorman Settlement," of NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in PART I for information relating to legal proceedings. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits:
Exhibit Number Description - ------- ------------------------------------------------------------- 11.0 Computation of Earnings Per Unit, filed herewith. 27.0 Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K: None. 21 22 NATIONAL REALTY, L.P. Signature Page 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. NATIONAL REALTY, L.P. By its General Partner: SYNTEK ASSET MANAGEMENT, L.P. By its Managing General Partner: SYNTEK ASSET MANAGEMENT, INC. Date: November 13, 1995 By: /s/ Randall M. Paulson -------------------------- ----------------------------------- Randall M. Paulson President Date: November 13, 1995 By: /s/ Thomas A. Holland -------------------------- ----------------------------------- Thomas A. Holland Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
22 23 NATIONAL REALTY, L.P. EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q For the Quarter ended September 30, 1995
Exhibit Page Number Description Number - ------- --------------------------------------------------- ------ 11.0 Computation of Earnings Per Unit 24 27.0 Financial Data Schedule 25
23 EX-11 2 COMPUTATION OF EARNINGS PER UNIT 1 EXHIBIT 11.0 NATIONAL REALTY, L.P. A DELAWARE LIMITED PARTNERSHIP Computation of Earnings Per Unit
For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------------------ -------------------------------- 1995 1994 1995 1994 -------------- ---------------- -------------- ------------- (dollars in thousands, except per unit) Net (loss)................... $ (1,039) $ (1,272) $ (3,620) $ (2,900) Less - General Partner's 1.99% Interest............. (21) (25) (72) (58) -------------- -------------- --------------- ------------- Net (loss) allocable to Limited Partners............ $ (1,018) $ (1,247) $ (3,548) $ (2,842) ============== ============== =============== ============= Earnings Per Unit Net (loss).................. $ (.48) $ (.58) $ (1.66) $ (1.33) ============== ============== =============== ============= Weighted average units of limited partner interest used in computing earnings per unit.................... 2,139,355 2,139,607 2,139,380 2,139,607 ============== ============== =============== =============
24 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 7,816 762 15,770 1,910 0 0 455,945 217,691 292,944 0 345,715 0 0 0 (96,602) 292,944 0 80,404 0 47,689 7,655 0 26,096 (3,620) 0 (3,620) 0 0 0 (3,620) (1.66) (1.66)
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