<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended MARCH 31, 2000
Commission File Number 0-09782
REAL ESTATE ASSOCIATES LIMITED II
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3547609
9090 WILSHIRE BLVD., SUITE 201,
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
<PAGE> 2
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
<TABLE>
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Balance Sheets, March 31, 2000 and December 31, 1999 ............................................1
Statements of Operations,
Three Months Ended, March 31, 2000 and 1999 ................................................2
Statement of Partners' Equity
Three Months Ended March 31, 2000 ..........................................................3
Statements of Cash Flows,
Three Months Ended March 31, 2000 and 1999 .................................................4
Notes to Financial Statements ...................................................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................................................10
PART II. OTHER INFORMATION
Item 1: Legal Proceedings...............................................................................12
Item 6: Exhibits and Reports and Form 8-K...............................................................12
Signatures...............................................................................................13
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
ASSETS
<TABLE>
<CAPTION>
2000 1999
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ -- $ --
CASH AND CASH EQUIVALENTS (Note 1) 410,049 468,311
DUE FROM NAPICO (Note 3) 77,414 74,716
--------- ---------
TOTAL ASSETS $ 487,463 $ 543,027
========= =========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable $ 426 $ 3,596
--------- ---------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (213,225) (212,701)
Limited partners 700,262 752,132
--------- ---------
487,037 539,431
--------- ---------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 487,463 $ 543,027
========= =========
</TABLE>
The accompanying notes are integral part of these financial statements.
1
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---------- ---------
<S> <C> <C>
INTEREST INCOME $ 5,116 $ 9,040
--------- ---------
OPERATING EXPENSES:
Legal and accounting 26,787 36,362
Management fees - general partner (Note 3) 43,948 66,627
Administrative (Note 3) 12,069 71,809
--------- ---------
Total operating expenses 82,804 174,798
--------- ---------
LOSS FROM OPERATIONS (77,688) (165,758)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 25,294 31,383
--------- ---------
NET LOSS $ (52,394) $(134,375)
========= =========
NET LOSS PER LIMITED PARTNERSHIP
INTEREST (Note 1) $ (5) $ (13)
========= =========
</TABLE>
The accompanying notes are integral part of these financial statements.
2
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
---------- ----------- -----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 10,693
=========
EQUITY (DEFICIENCY),
January 1, 2000 $(212,701) $ 752,132 $ 539,431
Net loss for the three months
ended March 31, 2000 (524) (51,870) (52,394)
--------- --------- ---------
EQUITY (DEFICIENCY),
March 31, 2000 $(213,225) $ 700,262 $ 487,037
========= ========= =========
</TABLE>
The accompanying notes are integral part of these financial statements.
3
<PAGE> 6
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (52,394) $ (134,375)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase in due from NAPICO (2,698) --
Decrease in accounts payable (3,170) (104,839)
----------- -----------
Net cash used in operating activities (58,262) (239,214)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales proceeds -- 5,250,000
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to partners -- (5,000,000)
----------- -----------
NET (DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (58,262) 10,786
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 468,311 696,785
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 410,049 $ 707,571
=========== ===========
</TABLE>
The accompanying notes are integral part of these financial statements.
4
<PAGE> 7
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual audited
financial statements; accordingly, the financial statements included herein
should be reviewed in conjunction with the financial statements and related
notes thereto contained in the annual report for the year ended December
31, 1999 prepared by Real Estate Associates Limited II (the "Partnership").
Accounting measurements at interim dates inherently involve greater
reliance on estimates than at year end. The results of operations for the
interim period presented are not necessarily indicative of the results for
the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position as
of March 31, 2000 and the results of operations and changes in cash flows
for the three months then ended.
The general partners have a 1 percent interest in profits and losses of the
Partnership. The limited partners have the remaining 99 percent interest
which is allocated in proportion to their respective individual
investments. National Partnership Investments Corp. (NAPICO) is the
corporate general partner of the Partnership. Casden Properties Inc. owns a
95.25% economic interest in NAPICO, with the balance owned by Casden
Investment Corporation ("CIC"). CIC, which is wholly owned by Alan I.
Casden, owns 95% of the voting common stock of NAPICO.
USE OF ESTIMATES
The preparation of financial statements in conformity with 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.
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the equity
method. Acquisition fees, selection fees and other costs related to the
acquisition of the projects were capitalized as part of the investment
account and are being amortized on a straight-line basis over the estimated
lives of the underlying assets, which is generally 30 years.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
NET INCOME PER LIMITED PARTNERSHIP INTEREST
Net income per limited partnership interest was computed by dividing the
limited partners' share of net income by the number of limited partnership
interests outstanding during the year. The number of limited partnership
interests was 10,693 for the periods presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of deposit
with an original maturity of three months or less. The Partnership has its
cash and cash equivalents are in excess of the FDIC insurance limit.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of March 31, 2000, the Partnership holds limited partnership interests
in 13 limited partnerships. The limited partnerships as of March 31, 2000
own residential low income rental projects consisting of 1,079 apartment
units. The mortgage loans of these projects are payable to or insured by
various governmental agencies.
The Partnership, as a limited partner, is entitled to between 94 percent
and 99 percent of the profits and losses of the limited partnerships.
Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account is reduced to a
zero balance. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
Distributions from the limited partnerships are accounted for as a return
of capital until the investment balance is reduced to zero or to a negative
amount equal to further capital contributions required. Subsequent
distributions received are recognized as income.
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The Partnership has no equity investment in limited partnerships as of
March 31, 2000 and December 31, 1999.
The following are unaudited combined estimated statements of operations for
the three months ended March 31, 2000 and 1999 for the limited partnerships
in which the Partnership has investments:
Three months Three months
ended ended
March 31, 2000 March 31, 1999
-------------- --------------
REVENUES
Rental and other $2,448,000 $2,450,000
---------- ----------
EXPENSES
Depreciation 354,000 363,000
Interest 720,000 741,000
Operating 1,235,000 1,261,000
------------ ----------
2,309,000 2,365,000
------------ -----------
NET INCOME $ 139,000 $ 85,000
============ ============
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under such
new law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market
rentals, which was generally the case under existing HAP Contracts. The
payments under the renewed HAP Contracts are not expected to be in an
amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements
of existing loans insured by the Federal Housing Administration of HUD
("FHA") unless such mortgage loans are restructured. In order to address
the reduction in payments under HAP Contracts as a result of this new
policy, the Multi-family Assisted Housing Reform and Affordability Act of
1997 ( "MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
mortgage loan can be restructured into a first mortgage loan which will be
amortized on a current basis and a low interest second mortgage loan
payable to FHA which will only be payable on maturity of the
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
first mortgage loan. This restructuring results in a reduction in annual
debt service payable by the owner of the FHA-insured mortgage loan and is
expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due to the reduction in the principal amount. MAHRAA also
phases out project-based subsidies on selected properties serving families
not located in rental markets with limited supply, converting such
subsidies to a tenant-based subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA
and final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness under
MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
On December 30, 1998, after obtaining the consents of the limited partners,
the Partnership sold its limited partnership interests in 8 local limited
partnerships to affiliates of Casden Properties Inc. The sale resulted in
cash proceeds to the Partnership of $5,250,000, which was collected in
1999. In March 1999, the Partnership made cash distributions of $4,950,000
to the limited partners and $50,000 to the general partners, primarily
using proceeds from the sale of the partnership interests.
NOTE 3 - MANAGEMENT FEE AND EXPENSES DUE TO GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partners, the Partnership is liable to NAPICO for an annual management fee
equal to .4 percent of the original invested assets of the limited
partnerships. Invested assets are defined as the costs of acquiring project
interests, including the proportionate amount of the mortgage loans related
to the Partnership's interests in the capital accounts of the respective
partnerships. For the three months ended March 31, 2000 and 1999, the fee
was $43,948 and $66,627, respectively.
The Partnership reimburses NAPICO for certain expenses. The reimbursement
paid to NAPICO was approximately $5,848 and $5,835 for the three months
ended March 31, 2000 and 1999, respectively, and is included in
administrative expenses.
NOTE 4 - CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner) and
two investors holding an aggregate of five units of limited partnership
interest in Real Estate Associates Limited VI (another affiliated
partnership in which NAPICO is the managing general partner) commenced an
action in the United States District Court for the Central District of
California against the Partnership, NAPICO and certain other affiliated
entities. The
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 4 - CONTINGENCIES (CONTINUED)
complaint alleges that the defendants breached their fiduciary duty to the
limited partners of certain NAPICO managed partnerships and made materially
false and misleading statements in the consent solicitation statements sent
to the limited partners of such partnerships relating to approval of the
transfer of partnership interests in limited partnerships, owning certain
of the properties, to affiliates of Casden Properties Inc., organized by an
affiliate of NAPICO. The plaintiffs seek equitable relief, as well as
compensatory damages and litigation related costs. On August 4, 1999, one
investor holding one unit of limited partnership interest in Housing
Programs Limited (another affiliated partnership in which NAPICO is the
managing general partner) commenced a virtually identical action in the
United States District Court for the Central District of California against
the Partnership, NAPICO and certain other affiliated entities. The managing
general partner of such NAPICO managed partnerships and the other
defendants believe that the plaintiffs' claims are without merit and intend
to contest the actions vigorously.
On December 30, 1998, the Operating Partnership acquired, for value, title
to New Haven Plaza Associates' property in Far Rockaway, New York.
Thereafter, NAPICO commenced an action for a declaratory judgment that
NAPICO had the authority to transfer the property and that the value paid
by the Operating Partnership for the property was fair. Defendants have
pled counterclaims alleging that inter alia, NAPICO was not authorized to
transfer the property and breached its fiduciary duties to the limited
partners. Defendants also seek an accounting and distributions of surplus
cash. The parties are in the process of conducting discovery.
The corporate general partner is involved in various lawsuits arising from
transactions in the ordinary course of business.
In the opinion of management and the corporate general partner, the claims
will not result in any material liability to the Partnership.
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires disclosure of fair value
information about financial instruments. The carrying amount of assets and
liabilities reported on the balance sheets that require such disclosure
approximates fair value due to their short-term maturity.
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income earned
from investing available cash and distributions from limited partnerships
in which the Partnership has invested. It is not expected that any of the
local limited partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to limited
partners in any material amount. The Partnership made a distributions to
investors in March 12, 1999, previously using proceeds from the disposition
of its investments in certain limited partnerships.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not
required for investment in local partnerships.
Operating expenses consist primarily of recurring general and
administrative expenses and professional fees for services rendered to the
Partnership. In addition, an annual Partnership management fee in an amount
equal to .4 percent of invested assets is payable to the corporate general
partner.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment balance
by its proportionate share of the income or loss of the local limited
partnerships. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized in accordance with the equity
accounting method.
Distributions received from limited partnerships are recognized as return
of capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required. Subsequent
distributions received are recognized as income.
Except for certificates of deposit and money market funds the Partnership's
investments are entirely interests in other limited partnerships owning
government assisted projects. Available cash is invested in these funds
earning interest income as reflected in the statements of operations. These
investments can be converted to cash to meet obligations as they arise.
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under such
new law and policy, the amount of rental assistance payments under renewed
HAP Contracts will be based on market rentals instead of above market
rentals, which was generally the case under existing HAP Contracts. The
payments under the renewed HAP Contracts are not expected to be in an
amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements
of existing loans insured by the
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
Federal Housing Administration of HUD ("FHA") unless such mortgage loans
are restructured. In order to address the reduction in payments under HAP
Contracts as a result of this new policy, the Multi-family Assisted Housing
Reform and Affordability Act of 1997 ( "MAHRAA"), which was adopted in
October 1997, provides for the restructuring of mortgage loans insured by
the FHA with respect to properties subject to the Section 8 program. Under
MAHRAA, an FHA-insured mortgage loan can be restructured into a first
mortgage loan which will be amortized on a current basis and a low interest
second mortgage loan payable to FHA which will only be payable on maturity
of the first mortgage loan. This restructuring results in a reduction in
annual debt service payable by the owner of the FHA-insured mortgage loan
and is expected to result in an insurance payment from FHA to the holder of
the FHA-insured loan due to the reduction in the principal amount. MAHRAA
also phases out project-based subsidies on selected properties serving
families not located in rental markets with limited supply, converting such
subsidies to a tenant-based subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA
and final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance
that the local limited partnerships in which the Partnership has an
investment will be permitted to restructure its mortgage indebtedness under
MAHRAA. In addition, the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA is
uncertain.
On December 30, 1998, after obtaining the consents of the limited partners,
the Partnership sold its limited partnership interests in 7 local limited
partnerships to affiliates of Casden Properties Inc. The sale resulted in
cash proceeds to the Partnership of $5,250,000, which was collected in
1999. In March 1999, the Partnership made cash distributions of $4,950,000
to the limited partners and $50,000 to the general partners, primarily
using proceeds from the sale of the partnership interests.
11
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner) and
two investors holding an aggregate of five units of limited partnership
interest in Real Estate Associates Limited VI (another affiliated
partnership in which NAPICO is the managing general partner) commenced an
action in the United States District Court for the Central District of
California against the Partnership, NAPICO and certain other affiliated
entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships relating to approval of the transfer of partnership interests
in limited partnerships, owning certain of the properties, to affiliates of
Casden Properties Inc., organized by an affiliate of NAPICO. The plaintiffs
seek equitable relief, as well as compensatory damages and litigation
related costs. On August 4, 1999, one investor holding one unit of limited
partnership interest in Housing Programs Limited (another affiliated
partnership in which NAPICO is the managing general partner) commenced a
virtually identical action in the United States District Court for the
Central District of California against the Partnership, NAPICO and certain
other affiliated entities. The managing general partner of such NAPICO
managed partnerships and the other defendants believe that the plaintiffs'
claims are without merit and intend to contest the actions vigorously.
On December 30, 1998, the Operating Partnership acquired, for value, title
to New Haven Plaza Associates' property in Far Rockaway, New York.
Thereafter, NAPICO commenced an action for a declaratory judgment that
NAPICO had the authority to transfer the property and that the value paid
by the Operating Partnership for the property was fair. Defendants have
pled counterclaims alleging that inter alia, NAPICO was not authorized to
transfer the property and breached its fiduciary duties to the limited
partners. Defendants also seek an accounting and distributions of surplus
cash. The parties are in the process of conducting discovery.
The corporate general partner is involved in various lawsuits. None of
these lawsuits are related to the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 6 of regulation S-K
and no reports on Form 8-K were filed during the quarter March
31, 2000.
12
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
By: National Partnership Investments
Corp., General Partner
/s/ BRUCE NELSON
--------------------------------
Bruce Nelson
President
Date: May 22, 2000
--------------------------------
/s/ PAUL PATIERNO
--------------------------------
Paul Patierno
Chief Financial Officer
Date: May 22, 2000
--------------------------------
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 410,049
<SECURITIES> 0
<RECEIVABLES> 77,414
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 487,463
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 487,463
<CURRENT-LIABILITIES> 426
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 487,037
<TOTAL-LIABILITY-AND-EQUITY> 487,463
<SALES> 0
<TOTAL-REVENUES> 30,410
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 82,804
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (52,394)
<INCOME-TAX> 0
<INCOME-CONTINUING> (52,394)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,394)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
