<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended DECEMBER 31, 1999
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, 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]
<PAGE> 2
PART I.
ITEM 1. BUSINESS:
Real Estate Associates Limited II ("REAL II" or the "Partnership") is a limited
partnership which was formed under the laws of the State of California on
December 4, 1979. On March 17, 1980, REAL II offered 3,000 units consisting of
6,000 Limited Partnership Interests and Warrants to purchase a maximum of 6,000
Additional Limited Partnership Interests through a public offering managed by
E.F. Hutton Inc.
The general partners of REAL II are National Partnership Investments Corp.
("NAPICO"), a California Corporation (the "Corporate General Partner") and
National Partnership Investments Associates ("NAPIA"). NAPIA is a California
limited partnership and consists of Messrs. Nicholas G. Ciriello, an unrelated
individual, as general partner and Charles H. Boxenbaum as limited partner. The
business of REAL II is conducted primarily by NAPICO.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The current members of NAPICO's Board of Directors are
Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden.
REAL II holds limited partnership interests in 13 local limited partnerships as
of December 31, 1999, after selling its interest in 7 local limited
partnerships, in December 1998, to the Operating Partnership. Each of the local
partnerships owns one or two low income housing projects which are subsidized
and/or have a mortgage note payable to or insured by agencies of the federal or
local government.
In order to stimulate private investment in low income housing, the federal
government and certain state and local agencies have provided significant
ownership incentives, including among others, interest subsidies, rent
supplements, and mortgage insurance, with the intent of reducing certain market
risks and providing investors with certain tax benefits, plus limited cash
distributions and the possibility of long-term capital gains. There remain,
however, significant risks. The long-term nature of investments in government
assisted housing limits the ability of REAL II to vary its portfolio in response
to changing economic, financial and investment conditions. Such investments are
also subject to changes in local economic circumstances and housing patterns, as
well as rising operating costs, vacancies, rent collection difficulties, energy
shortages and other factors which have an impact on real estate values. These
projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.
Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental assistance payments under renewed HAP Contracts will be based
on market rentals instead of above market rentals, which may be the case under
existing HAP Contracts. The payments under the renewed HAP Contracts are not
expected to be in an amount that would provide sufficient cash flow to permit
owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. In order to address the
reduction in payments under HAP Contracts as a result of this new policy, the
Multi-family Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"),
which was adopted in October 1997, provides for the restructuring of mortgage
loans insured by the FHA with respect to properties subject to the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which will only be payable on
maturity of the first mortgage loan. This
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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.
The partnerships in which REAL II has invested were, at least initially,
organized by private developers who acquired the sites, or options thereon, and
applied for applicable mortgage insurance and subsidies. REAL II became the
principal limited partner in these local limited partnerships pursuant to
arm's-length negotiations with these developers, or others, who act as general
partners. As a limited partner, REAL II's liability for obligations of the local
limited partnership is limited to its investment. The local general partner of
the local limited partnership retains responsibility for developing,
constructing, maintaining, operating and managing the Project. Under certain
circumstances of default, REAL II has the right to replace the general partner
of the local limited partnerships, but otherwise does not have control of sale
or refinancing, etc.
Although each of the partnerships in which REAL II has invested owns a project
which must compete in the market place for tenants, interest subsidies and rent
supplements from governmental agencies make it possible to offer these dwelling
units to eligible "low income" tenants at a cost significantly below the market
rate for comparable conventionally financed dwelling units in the area.
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During 1999, the projects in which REAL II had invested were substantially
rented. The following is a schedule of the status as of December 31, 1999, of
the projects owned by local limited partnerships in which REAL II is a limited
partner.
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL II HAS AN INVESTMENT
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Units Authorized
For Rental
Assistance Under
Section 8 or
Other Rent Percentage of
No. of Supplement Units Total Units
Name and Location Units Program Occupied Occupied
- ----------------- ----- ---------------- -------- -------------
<S> <C> <C> <C> <C>
Azalea Court 48 0/0 44 92%
Theodore, AL
Branford Elderly 38 38/0 38 100%
Branford, CT
Cherrywood Apts. 78 78/0 78 100%
Twin Falls, ID
Clearfield Manor 40 40/0 39 97%
Clearfield, KY
Crystal Springs 28 0/28 28 100%
Crystal Springs, MS
Lakeside Apts. 48 48/0 48 100%
Mishawaka, IN
Landmark Towers 40 40/0 40 100%
Nampa, ID
Magnolia State 60 0/24 60 100%
Gulfport, MS
Redfern Grove Apts. 72 72/0 71 99%
E. Providence, RI
Sugar River Mills 162 162/0 157 97%
Claremont, NH
Valebrook 151 100/0 148 98%
Lawrence, MA
</TABLE>
3
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SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL II HAS AN INVESTMENT
DECEMBER 31, 1999
(CONTINUED)
<TABLE>
<CAPTION>
Units Authorized
For Rental
Assistance Under
Section 8 or
Other Rent Percentage of
No. of Supplement Units Total Units
Name and Location Units Program Occupied Occupied
- ----------------- ------ ---------------- -------- -------------
<S> <C> <C> <C> <C>
Westward Ho Apts 290 290/0 278 96%
Phoenix, AZ
Willow Wick Apts 24 0/5 11 46%
Centre, AL
----- ------ ----- -----
TOTALS 1,079 868/57 1,040 96%
===== ====== =====
</TABLE>
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ITEM 2. PROPERTIES:
The local limited partnerships in which REAL II holds interests own various
multi-family rental properties. See Item 1 for information pertaining to these
properties.
ITEM 3. 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 the Operating Partnership
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
In August 1998, a consent solicitation statement was 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, by the Operating
Partnership, together with certain amendments to the Partnership Agreement and
other disclosures of various conflicts of interest in connection with the
proposed transaction. Prior to the sale of the partnership interests in 1998,
the consents of the limited partners to the sale and amendments to the
Partnership Agreement were obtained.
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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 E.F. Hutton 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, 1999 there were 1,591 registered
holders of units in REAL II. The Partnership has invested in certain government
assisted projects under programs which in many instances restrict the cash
return available to project owners. The Partnership was not designed to provide
cash distributions to investors in circumstances other than refinancing or
disposition of its investments in limited partnerships. In March 1999, the
Partnership made distributions of $4,950,000 to the limited partners and $50,000
to the general partners, using proceeds from the sale of the partnership
interests.
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ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Loss from operations $ (373,134) $ (846,393) $ (666,499) $ (449,123) $ (474,179)
Gain on Sale of Limited
Partnership Interests -- 4,002,592 -- -- --
Distributions from
Limited Partnerships
Recognized as Income 96,547 224,996 244,281 113,203 172,189
Equity in (Loss) Income of
Limited Partnerships
and Amortization of
Acquisition Costs -- (2,562,191) 820,899 1,154,755 1,172,891
----------- ----------- ----------- ----------- -----------
Net (Loss) Income $ (276,587) $ 819,004 $ 398,681 $ 818,835 $ 870,901
=========== =========== =========== =========== ===========
Net (Loss) Income per limited
Partnership Interest $ (26) $ 76 $ 37 $ 76 $ 81
=========== =========== =========== =========== ===========
Total assets $ 543,027 $ 5,946,785 $ 5,095,968 $ 4,630,145 $ 3,821,884
=========== =========== =========== =========== ===========
Investments in Limited
Partnerships $ -- $ -- $ 3,493,251 $ 2,808,190 $ 1,959,173
=========== =========== =========== =========== ===========
</TABLE>
7
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
LIQUIDITY
The Partnership's primary sources of funds include interest income on money
market investments and certificates of deposit and distributions from local
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 the Partnership's
limited partners in any material amount. The Partnership made a cash
distribution to investors in March 1999, using proceeds from the disposition of
its investments in certain limited partnerships.
CAPITAL RESOURCES
REAL II received $13,365,000 in subscriptions for units of Limited Partnership
Interests (at $5,000 per unit) during the period March 17, 1979 to September 15,
1980, pursuant to a registration statement on Form S-11. As of December 31, 1981
REAL II had received an additional $13,365,000 in subscriptions pursuant to the
exercise of warrants and the sale of Additional Limited Partnership Interests.
RESULTS OF OPERATIONS
The Partnership was formed to provide various benefits to its partners as
discussed in Item 1. It is anticipated that the local limited partnerships in
which REAL II has invested could produce tax losses for as long as 20 years from
the date of investment. Tax benefits will decline over time as the advantages of
accelerated depreciation are greatest in the earlier years, as deductions for
interest expense decrease as mortgage principal is amortized, and as the Tax
Reform Act of 1986 limits the deductions available.
At December 31, 1999, the Partnership has investments in 13 limited
partnerships, all of which own housing projects that were substantially all
rented. The Partnership sold its interests in 7 local partnerships in December
1998. The Partnership, as a limited partner, is entitled to 85% to 99% of the
profits and losses of the local limited partnerships. 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. Equity in losses of limited
partnerships is recognized in the financial statements until the limited
partnership investment account are reduced to a zero balance. Losses incurred
after the limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their contributed
capital. At December 31, 1999 and 1998, the Partnership does not have any
positive investment balance.
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.
The total income from the local limited partnerships that was allocated to the
Partnership was $535,000, $609,000 and $398,000 for the years ended December 31,
1999, 1998 and 1997, respectively. However, because losses incurred after the
investment account is reduced to a zero balance are not recognized and
subsequent income is not recognized until the investment account becomes
positive again, the Partnership recognized equity in income of limited
partnerships, substantially all from the partnerships with a positive investment
balance, of $754,611 and $820,899 for the years ended December 31, 1998 and
1997, respectively. Because the Partnership did not have a positive investment
balance in any limited partnership in 1999, no income was recognized for that
year. In addition, the loss recorded by the Partnership in 1998 includes
impairment losses of $3,317,000 recognized to the carrying values of certain
investments in local limited partnerships. The cumulative amount of the
unrecognized equity in losses of certain limited partnerships was approximately
$8,176,000 and $8,718,000 as of December 31, 1999 and 1998, respectively.
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Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were $96,547, $224,996 and $244,281 for
the years ended December 31, 1999, 1998 and 1997, respectively. These amounts
were recognized as income on the accompanying statements of operations, in
accordance with the equity method of accounting. Distributions decreased in 1999
as a result of the sale of certain partnership interests in 1998.
As of December 31, 1999, 1998 and 1997, the Partnership has cash and cash
equivalents of $468,311, $696,785 and $1,602,717, respectively. Substantially
all of these amounts are on deposit with two high credit quality financial
institutions, earning interest. This resulted in the Partnership earning
$29,870, $66,041 and $82,692 in interest income for the years ended December 31,
1999, 1998 and 1997, respectively. The amount of interest income varies with
market rates available on deposits and with the amount of funds available for
investment. Cash equivalents can be converted to cash to meet obligations of the
Partnership as they arise. The Partnership intends to continue investing
available funds in this manner.
A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate General Partner of the Partnership and is calculated at .4
percent of the Partnership's original remaining invested assets. The management
fee is paid to the Corporate General Partner for its continuing management of
partnership affairs. The fee is payable beginning with the month following the
Partnership's initial investment in a local limited partnership. Because of the
decrease invested assets at the end of 1998 as a result of the sale of
partnership interests, management fees have decreased from $397,680 for 1998 and
1997 to $175,792 for 1999.
Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental assistance payments under renewed HAP Contracts will be based
on market rentals instead of above market rentals, which may be the case under
existing HAP Contracts. The payments under the renewed HAP Contracts are not
expected to be in an amount that would provide sufficient cash flow to permit
owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. In order to address the
reduction in payments under HAP Contracts as a result of this new policy, the
Multi-family Assisted Housing Reform and Affordability Act of 1997 ( "MAHRAA"),
which was adopted in October 1997, provides for the restructuring of mortgage
loans insured by the FHA with respect to properties subject to the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which will only be payable on
maturity of the first mortgage loan. This restructuring results in a reduction
in annual debt service payable by the owner of the FHA-insured mortgage loan and
is expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due to the reduction in the principal amount. MAHRAA also
phases out project-based subsidies on selected properties serving families not
located in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.
On September 11, 1998, HUD issued interim regulations implementing MAHRAA and
final regulations are expected to be issued in 2000.
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the economic impact on the Partnership of the combination of the reduced
payments under the HAP Contracts and the restructuring of the existing
FHA-insured mortgage loans under MAHRAA is uncertain.
As a result of the foregoing, the Partnership in 1997 undertook 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
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connection with this review by various third party professionals, including
accounting, legal, valuation, structural and engineering costs, which amounted
to $72,627, $260,952 and $137,723 for the years ended December 31, 1999, 1998
and 1997, respectively, and are included in administrative expenses.
On December 30, 1998, the Partnership sold its limited partnership interests in
7 local limited partnerships, with a total carrying value of $1,007,181 to the
Operating Partnership. The sale resulted in net cash proceeds to the Partnership
of $5,250,000 and a net gain of $4,002,592, after deducting selling costs. The
cash proceeds were held in escrow at December 31, 1998 and were collected
subsequent to year-end. In March 1999, the Partnership made cash distributions
of $4,950,000 to the limited partners and $50,000 to the general partners, using
proceeds from the sale of the partnership interests.
The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the Operating
Partnership; (ii) the approval of HUD and certain state housing finance
agencies; and (iii) the consent of the limited partners to the sale of the local
limited partnership interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was 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 proposed transaction. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
Operating expenses, other than management fees, consist of legal and accounting
fees for services rendered to the Partnership and administrative expenses. Legal
and accounting fees were $88,568, $163,991 and $132,650 for the years ended
December 31, 1999, 1998 and 1997, respectively. Legal and accounting fees were
higher in 1998 as a result of $59,000 in legal fees that were incurred in
connection with the Partnership attempting to replace the unrelated general
partner of one of the local partnerships. Administrative expenses were $138,644,
$350,763 and $218,861 for the years ended December 31, 1999, 1998 and 1997,
respectively. Included in administrative expenses are reimbursements to NAPICO
for certain expenses, which totaled $23,340, $35,195 and $35,194 for the years
ended December 31, 1999, 1998 and 1997, respectively. Also included in
administrative expenses for 1999, 1998 and 1997 is $72,627, $260,952 and
$137,723, respectively, related to the aforementioned third-party review of the
properties owned by the local partnerships. Accounts payable at December 31,
1998 includes $118,267 of such costs.
Revenues and expenses of the local limited partnerships decreased during the
year ended December 31, 1999 as compared to prior years, as a result of the sale
of 7 partnership interests on December 30, 1998.
Total revenue for the local partnerships has decreased from $23,097,000 and
$23,111,000 for the years ended December 31, 1998 and 1997, respectively, to
$9,793,000 for the year ended December 31, 1999.
Total expenses for the local partnerships decreased from $22,405,000 and
$22,627,000 for the years ended December 31, 1998 and 1997, respectively, to
$9,236,000 for the year ended December 31, 1999.
The total net income for the local partnerships for 1999, 1998 and 1997
aggregated $556,000, $694,000 and $484,000, respectively. The net income
allocated to the Partnership was $609,000 and $398,000 for 1998 and 1997,
respectively.
The Partnership, as a Limited Partner in the local limited partnerships in which
it has invested, is subject to the risks incident to the construction,
management, and ownership of improved real estate. The Partnership investments
are also subject to adverse general economic conditions, and, accordingly, the
status of the national economy, including substantial unemployment, concurrent
inflation and changing legislation which could increase vacancy levels, rental
payment defaults, and operating expenses, which in turn, could substantially
increase the risk of operating losses for the projects.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The Financial Statements and Supplementary Data are listed under Item 14.
ITEM 9. CHANGES WITH AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
Not applicable.
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REAL ESTATE ASSOCIATES LIMITED II
(A California limited partnership)
FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
DECEMBER 31, 1999
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<PAGE> 14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Real Estate Associates Limited II
(A California limited partnership)
We have audited the accompanying balance sheets of Real Estate Associates
Limited II (a California limited partnership) as of December 31, 1999 and 1998,
and the related statements of operations, partners' equity (deficiency) and cash
flows for each of the three years in the period ended December 31, 1999. Our
audits also included the financial statement schedules listed in the index in
item 14. These financial statements and financial statement schedules are the
responsibility of the management of the Partnership. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We did not audit the financial statements of
certain limited partnerships, the investments in which are reflected in the
accompanying financial statements using the equity method of accounting. The
equity in (loss) income of these limited partnerships represents 9 percent and
22 percent of the total net income of the Partnership for the years ended
December 31, 1998 and 1997, respectively, and these limited partnerships
represent a substantial portion of the investee information in Note 2 and the
financial statement schedules. The financial statements of these limited
partnerships were audited by other auditors. Their reports have been furnished
to us and our opinion, insofar as it relates to the amounts included for these
limited partnerships, is based solely on the reports of the other auditors.
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 our audits and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Real Estate Associates Limited II as of December 31,
1999 and 1998, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1999 in conformity with
generally accepted accounting principles. Also, in our opinion, based on our
audits and the reports of other auditors, such financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Los Angeles, California
March 31, 2000
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REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ -- $ --
CASH DUE FROM ESCROW (Note 2) -- 5,250,000
CASH AND CASH EQUIVALENTS 468,311 696,785
DUE FROM NAPICO (Note 3) 74,716 --
----------- -----------
TOTAL ASSETS $ 543,027 $ 5,946,785
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY)
LIABILITIES:
Accounts payable (Note 2) $ 3,596 $ 130,767
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (212,701) (159,935)
Limited partners 752,132 5,975,953
----------- -----------
539,431 5,816,018
----------- -----------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 543,027 $ 5,946,785
=========== ===========
</TABLE>
The accompanying notes are integral part of these financial statements.
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REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME $ 29,870 $ 66,041 $ 82,692
----------- ----------- -----------
OPERATING EXPENSES:
Legal and accounting 88,568 163,991 132,650
Management fees - general partner (Note 3) 175,792 397,680 397,680
Administrative (Note 3) 138,644 350,763 218,861
----------- ----------- -----------
TOTAL OPERATING EXPENSES 403,004 912,434 749,191
----------- ----------- -----------
LOSS FROM OPERATIONS (373,134) (846,393) (666,499)
GAIN ON SALE OF LIMITED PARTNERSHIP
INTERESTS (Note 2) -- 4,002,592 --
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 96,547 224,996 244,281
EQUITY IN (LOSS) INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) -- (2,562,191) 820,899
----------- ----------- -----------
NET (LOSS) INCOME $ (276,587) $ 819,004 $ 398,681
=========== =========== ===========
NET (LOSS) INCOME PER LIMITED PARTNERSHIP
INTEREST (Note 1) $ (26) $ 76 $ 37
=========== =========== ===========
</TABLE>
The accompanying notes are integral part of these financial statements.
15
<PAGE> 17
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
EQUITY (DEFICIENCY),
January 1, 1997 $ (172,112) $ 4,770,445 $ 4,598,333
Net income for 1997 3,987 394,694 398,681
----------- ----------- -----------
EQUITY (DEFICIENCY),
December 31, 1997 (168,125) 5,165,139 4,997,014
Net income for 1998 8,190 810,814 819,004
----------- ----------- -----------
EQUITY (DEFICIENCY),
December 31, 1998 (159,935) 5,975,953 5,816,018
Distributions (50,000) (4,950,000) (5,000,000)
Net loss for 1999 (2,766) (273,821) (276,587)
----------- ----------- -----------
EQUITY (DEFICIENCY),
December 31, 1999 $ (212,701) $ 752,132 $ 539,431
=========== =========== ===========
</TABLE>
The accompanying notes are integral part of these financial statements.
16
<PAGE> 18
REAL ESTATE ASSOCIATES LIMITED II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (276,587) $ 819,004 $ 398,681
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Gain on sale of limited partnership interests -- (4,002,592)
Equity in loss (income) of limited partnerships
and amortization of acquisition costs -- 2,562,191 (820,899)
Increase in due from NAPICO (74,716) -- --
(Decrease) increase in accounts payable (127,171) 31,813 67,142
----------- ----------- -----------
Net cash used in operating activities (478,474) (589,584) (355,076)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs related to sale of partnership interests -- (240,227)
Investments in limited partnerships:
Capital Contribution -- (134,900) (52,000)
Distributions from limited partnerships
recognized as return of capital -- 58,779 187,838
Proceed from the sale of limited
partnership interests 5,250,000
----------- ----------- -----------
Net cash provided by (used in) investing activities 5,250,000 (316,348) 135,838
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (5,000,000) -- --
----------- ----------- -----------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (228,474) (905,932) (219,238)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 696,785 1,602,717 1,821,955
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 468,311 $ 696,785 $ 1,602,717
=========== =========== ===========
</TABLE>
The accompanying notes are integral part of these financial statements.
17
<PAGE> 19
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Real Estate Associates Limited II (the Partnership) was formed under the
California Limited Partnership Act on December 4, 1979. The Partnership
was formed to invest in other limited partnerships which own and operate
primarily federal, state or local government-assisted housing projects.
The general partners are Coast Housing Investment Associates (CHIA), a
limited partnership, and National Partnership Investments Corp.
(NAPICO), the corporate general partner. The limited partner of CHIA is
an officer of NAPICO.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of
Casden Investment Corporation ("CIC"), which is wholly owned by Alan I.
Casden. On December 30, 1998, Casden Properties Operating Partnership,
L.P. (the "Operating Partnership"), a majority owned subsidiary of
Casden Properties Inc., a real estate investment trust organized by Alan
I. Casden, purchased a 95.25% economic interest in NAPICO.
The Partnership offered 3,000 units and issued 2,673 units of limited
partner interests through a public offering. Each unit was comprised of
two limited partner interests and a warrant granting an investor the
right to purchase two additional limited partner interests. An
additional 5,346 interests were issued from the exercise of the warrants
and the sale of interests associated with warrants not exercised. The
general partners have a 1 percent interest in the profits and losses of
the Partnership. The limited partners have the remaining 99 percent
interest in proportion to their respective investments.
The Partnership shall be dissolved only upon the expiration of 52
complete calendar years (December 31, 2031) from the date of the
formation of the Partnership or the occurrence of various other events
as specified in the terms of the Partnership agreement.
Upon total or partial liquidation of the Partnership or the disposition
or partial disposition of a project or project interest and distribution
of the proceeds, the general partners will be entitled to a liquidation
fee as stipulated in the Partnership agreement. The limited partners
will have a priority return equal to their invested capital attributable
to the project(s) or project interest(s) sold and shall receive from the
sale of the project(s) or project interest(s) an amount sufficient to
pay state and federal income taxes, if any, calculated at the maximum
rate then in effect. The general partners' liquidation fee may accrue
but shall not be paid until the limited partners have received
distributions equal to 100 percent of their capital contributions.
18
<PAGE> 20
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
On December 30, 1998, the Partnership sold its interests in 7 local
limited partnerships for $5,250,000 to the Operating Partnership.
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 Investments in Limited Partnerships
The investments in limited partnerships are accounted for on the equity
method. Acquisition, selection 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.
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 all years presented.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and bank certificates of
deposit with an original maturity date of three months or less. The
Partnership has its cash and cash equivalents on deposit primarily with
two high credit quality financial institutions. Such cash and cash
equivalents are in excess of the FDIC insurance limit.
19
<PAGE> 21
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
During 1998, the partnership recognized an impairment loss of $3,316,802
related to certain investments in local limited partnerships, which has
been included in equity in loss of limited partnerships.
2. INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 13 limited
partnerships as of December 31, 1999 and 1998, after selling its
interests in 7 limited partnerships in 1998.The limited partnerships own
residential low income rental projects consisting of 1079 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 85 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. The cumulative
amount of the unrecognized equity in losses of certain limited
partnerships was in the aggregate approximately $8,176,000 and
$8,718,000 as of December 31, 1999 and 1998, respectively.
Distributions from limited partnerships are accounted for as a return of
capital until the investment balance is reduced to zero. Subsequent
distributions received are recognized as income.
20
<PAGE> 22
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The following is a summary of the investments in limited partnerships
and reconciliation to the limited partnership accounts:
<TABLE>
<CAPTION>
1999 1998
---------- ------------
<S> <C> <C>
Investment balance, beginning of year $ -- $ 3,493,251
Capital contributions -- 134,900
Cash distributions recognized as a return of capital -- (58,779)
Equity in loss of limited partnerships -- (2,553,928)
Investment in limited partnerships sold -- (1,007,181)
Amortization of capitalized acquisition costs and fees -- (8,263)
---------- -----------
Investment balance, end of year $ -- $ --
========== ===========
</TABLE>
The difference between the investment per the accompanying balance
sheets at December 31, 1999 and 1998, and the deficiency per the limited
partnerships' combined financial statements is due primarily to
cumulative unrecognized equity in losses of certain limited
partnerships, costs capitalized to the investment account cumulative
distributions recognized as income and recognition of impairment losses.
Selected financial information from combining the financial statements
of the limited partnerships at December 31, 1999 and 1998 and for each
of three years in the period ended December 31, 1999 is as follows:
Balance Sheets
<TABLE>
<CAPTION>
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Land and buildings, net $ 17,662 $ 18,727
======== ========
Total assets $ 27,319 $ 27,610
======== ========
Mortgages payable $ 34,638 $ 35,505
======== ========
Total liabilities $ 36,135 $ 36,859
======== ========
Deficiency of Real Estate Associates Limited II $ (7,074) $ (7,527)
======== ========
Deficiency of other partners $ (1,742) $ (1,722)
======== ========
</TABLE>
21
<PAGE> 23
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Statements of Operations
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Total revenue $ 9,793 $23,097 $23,111
======= ======= =======
Interest expense $ 2,878 $ 6,451 $ 6,509
======= ======= =======
Depreciation $ 1,415 $ 3,204 $ 3,174
======= ======= =======
Total expenses $ 9,236 $22,403 $22,627
======= ======= =======
Net income $ 556 $ 694 $ 484
======= ======= =======
Net income allocable to the Partnership $ 535 $ 609 $ 398
======= ======= =======
</TABLE>
An affiliate of NAPICO was the general partner in three of the limited
partnerships in which the partnership interests were sold on December
30, 1998, and another affiliate received property management fees of
approximately 5% of their revenue. The affiliate received property
management fees of $311,489 and $310,109 in 1998 and 1997, respectively.
Under recently adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("HAP") Contracts on a long term basis on the
existing terms. In connection with renewals of the HAP Contracts under
such new law and policy, the amount of rental assistance payments under
renewed HAP Contracts will be based on market rentals instead of above
market rentals, which may be 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
22
<PAGE> 24
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
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.
As a result of the foregoing, the Partnership in 1997 undertook 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 $72,627,
$260,952 and $137,723 for the years ended December 31, 1999, 1998 and
1997, respectively, and are included in administrative expenses.
Accounts payable at December 31, 1998 includes $118,267 of such costs.
On December 30, 1998, the Partnership sold its limited partnership
interests in 7 local limited partnerships, with a total carrying value
of $1,007,181, to the Operating Partnership. The sale resulted in cash
proceeds to the Partnership of $5,250,000 and a net gain of $4,002,592
after deducting the selling costs. The cash proceeds were held in escrow
at December 31, 1998 and were collected in 1999. In March 1999, the
Partnership made a cash distribution of $4,950,000 to the limited
partners and $50,000 to the general partners, using proceeds from the
sale of the partnership interests.
23
<PAGE> 25
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The Operating Partnership purchased such limited partner interests for
cash, which it raised in connection with a private placement of its
equity securities. The purchase was subject to, among other things, (i)
the purchase of the general partner interests in the local limited
partnerships by the Operating Partnership; (ii) the approval of HUD and
certain state housing finance agencies; and (iii) the consent of the
limited partners to the sale of the local limited partnership interests
held for investment by the Partnership.
In August 1998, a consent solicitation statement was 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
proposed transaction. Prior to the sale of the partnership interests,
the consents of the limited partners to the sale and amendments to the
Partnership Agreement were obtained.
3. FEES 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 remaining
limited partnerships. Invested assets is defined as the costs of
acquiring project interests, including the proportionate amount of the
mortgage loans related to the Partnership's interest in the capital
accounts of the respective partnerships.
The Partnership reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $23,340, $35,195 and $35,194 in 1999, 1998
and 1997, respectively, and is included in administrative expenses.
4. CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner)
and two investors holding an aggregate of five units of limited
partnership interest in Real Estate Associates Limited VI (another
affiliated partnership in which NAPICO is the managing general partner)
commenced an action in the United States District Court for the Central
District of California against the Partnership, NAPICO and certain other
affiliated entities. The complaint alleges that the defendants breached
their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation
24
<PAGE> 26
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
4. CONTINGENCIES (CONTINUED)
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 the Operating
Partnership 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. Thereafter, plaintiff will move for partial
judgment on the pleadings to dismiss all of defendants' affirmative
defenses and counterclaims, other than for an accounting.
5. 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. The major differences in tax and financial
reporting result from the use of different bases and depreciation
methods for the properties held by the limited partnerships. Differences
in tax and financial losses also arise as losses are not recognized for
financial reporting purposes when the investment balance has been
reduced to zero.
6. 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.
25
<PAGE> 27
REAL ESTATE ASSOCIATES LIMITED II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
7. FOURTH-QUARTER ADJUSTMENT
The Partnership's policy is to record its equity in (loss) income of
limited partnerships on a quarterly basis, using estimated financial
information furnished by the various local operating general partners.
The equity in (loss) income of limited partnerships reflected in the
accompanying annual financial statements is based primarily upon audited
financial statements of the investee limited partnerships.
26
<PAGE> 28
SCHEDULE
REAL ESTATE ASSOCIATES LIMITED II
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1999
--------------------------------------------------------------------------------
Cash
Balance Distri- Equity Balance
January Capital butions in December
Limited Partnerships 1, 1999 Contributions Received Income 31, 1999
- ------------------------------ ------------ ------------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Azalea Court Apartments $ $ $ $ $ --
Branford Elderly Housing
Cherrywood/Saturn Apartments
Clearfield Manor
Crystal Springs
Lakeside Apartments
Landmark Towers
Magnolia State Apts.
Redfern Grove Apartments
Sugar River Mills
Valebrook
Westward Ho Apartments
Willow Wick Apartments
------------ ------------- ------------- ---------- ---------
$ $ $ $ $
============ ============= ============= ========== =========
</TABLE>
27
<PAGE> 29
SCHEDULE
(Continued)
REAL ESTATE ASSOCIATES LIMITED II
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1998
----------------------------------------------------------------------------------
Cash
Balance Distri- Equity Balance
January Capital butions in December
Limited Partnerships 1, 1998 Contributions Received Income Sale 31, 1998
- -------------------- ----------- ------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Azalea Court Apartments $ $ $ $ $ $
Berger Apartments * 726,715 280,466 (1,007,181) --
Biltmore * 134,900 (134,900) --
Branford Elderly Housing 367,174 (367,174) --
Castlewood Apartments *
Cherrywood/Saturn Apartments
Clearfield Manor
Crystal Springs
East Farm Village *
Grant Park/Ormewood Park *
Lakeside Apartments
Landmark Towers
Magnolia State Apts
New Haven Plaza *
Pennbrook Apartments *
Redfern Grove Apartments 533,440 (31,862) (501,578) --
Sugar River Mills
Valebrook 1,865,922 (26,917) (1,839,005) --
Westward Ho Apartments
Willow Wick Apartments
----------- --------- ----------- ------------- ----------- ----------
$ 3,493,251 $ 134,900 $ (58,779) $ (2,562,191) $(1,007,181) $ --
=========== ========= =========== ============= =========== ==========
</TABLE>
* Sold to the Operating Partnership in 1998
28
<PAGE> 30
SCHEDULE
(Continued)
REAL ESTATE ASSOCIATES LIMITED II
INVESTMENTS IN LIMITED PARTNERSHIPS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Year Ended December 31, 1997
-----------------------------------------------------------------------------------
Cash
Balance Distri- Equity Balance
January Capital butions in December
Limited Partnerships 1, 1997 Contributions Received Income 31, 1997
------------ --------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Azalea Court Apartments $ $ $ $ $
Berger Apartments 514,942 211,773 726,715
Biltmore 52,000 (52,000) -
Branford Elderly Housing 330,012 37,162 367,174
Castlewood Apartments
Cherrywood/Saturn Apartments
Clearfield Manor
Crystal Springs
East Farm Village
Grant Park/Ormewood Park
Lakeside Apartments
Landmark Towers
Magnolia State Apts.
New Haven Plaza 129,795 (132,640) 2,845 -
Pennbrook Apartments
Redfern Grove Apartments 432,950 (28,281) 128,771 533,440
Sugar River Mills
Valebrook 1,400,491 (26,917) 492,348 1,865,922
Westward Ho Apartments
Willow Wick Apartments
------------ --------------- ------------- --------------- --------------
$ 2,808,190 $ 52,000 $ (187,838) $ 820,899 $ 3,493,251
============ =============== ============= =============== ==============
</TABLE>
29
<PAGE> 31
SCHEDULE
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED II
INVESTMENTS IN, EQUITY IN EARNINGS OF AND DIVIDENDS
RECEIVED FROM AFFILIATES AND OTHER PERSONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
NOTES: 1. Equity in losses of the limited partnership represents the
Partnership's allocable share of the net loss from the limited
partnerships for the year. Equity in losses of the limited
partnerships will be recognized until the investment balance is
reduced to zero or a negative balance equal to further
commitments by the Partnership.
2. Cash distributions from the limited partnerships are treated as a
return on the investment and reduce the investment balance until
such time as the investment is reduced to zero or a negative
balance equal to further commitments by the Partnership.
Distributions subsequently received will be recognized as income.
30
<PAGE> 32
SCHEDULE III
REAL ESTATE ASSOCIATES LIMITED II
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL II HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Buildings,
Furnishings and
Equipment - Initial
Cost to
Partnership and
Number of Outstanding Amount Carried at Accumulated
Partnership/Location Units Mortgage Loan Land Close of Period Total Depreciation
<S> <C> <C> <C> <C> <C> <C>
Azalea Court Apts 48 $ 990,074 $ 62,500 $ 1,288,693 $ 1,351,193 $ 829,703
Theodore, AL
Branford Elderly Hsng 38 923,208 138,000 1,567,268 1,705,268 656,797
Branford, Connecticut
Cherrywood/Saturn Apartments 78 3,090,451 146,186 2,511,303 2,657,489 1,877,576
Twin Falls/Idaho Falls, Idaho
Clearfield Manor 40 1,086,306 50,000 1,271,490 1,321,490 889,482
Clearfield, KY
Crystal Springs Apts 28 621,099 35,835 795,434 831,269 587,139
Crystal Springs, MS
Lakeside Apartments 48 1,630,000 115,366 1,566,679 1,682,045 1,527,236
Mishawaka, IN
Landmark Towers 40 847,219 38,700 1,581,254 1,619,954 1,370,662
Nampa, Idaho
Magnolia State Apts 60 1,201,989 57,165 1,595,237 1,652,402 1,011,152
Gulfport, MS
Redfern Grove Apts 72 1,440,197 245,502 2,773,202 3,018,704 1,919,265
E. Providence, RI
Sugar River Mills 162 7,091,881 301,007 9,301,803 9,602,810 5,276,515
Claremon, NH
Valebrook Assoc 151 3,382,387 88,886 4,907,364 4,996,250 3,916,251
Lawrence, Massachusetts
Westward Ho Apartments 290 11,906,503 1,040,000 15,003,682 16,043,682 9,118,518
Phoenix, Arizona
Willow Wick Apts 24 427,643 21,675 622,317 643,992 484,237
Centre, AL
--------- ----------- ----------- ----------- ----------- -----------
TOTAL 1079 $34,638,957 $ 2,340,822 $44,785,726 $47,126,548 $29,464,533
========= =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Construction
Partnership/Location Period
<S> <C>
Azalea Court Apts 10/80-3/81
Theodore, AL
Branford Elderly Hsng 6/80-4/81
Branford, Connecticut
Cherrywood/Saturn Apartments 9/79-4/80
Twin Falls/Idaho Falls, Idaho
Clearfield Manor 10/80-10/81
Clearfield, KY
Crystal Springs Apts 7/80-3/81
Crystal Springs, MS
Lakeside Apartments 10/80-6/81
Mishawaka, IN
Landmark Towers 4/79-10/80
Nampa, Idaho
Magnolia State Apts 3/80-8/80
Gulfport, MS
Redfern Grove Apts 7/80-7/81
E. Providence, RI
Sugar River Mills 2/81-4/82
Claremon, NH
Valebrook Assoc 2/79-7/80
Lawrence, Massachusetts
Westward Ho Apartments 4/80-12/81
Phoenix, Arizona
Willow Wick Apts 9/80-5/81
Centre, AL
TOTAL
</TABLE>
31
<PAGE> 33
SCHEDULE III
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED II
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS IN
WHICH REAL II HAS INVESTMENTS
DECEMBER 31, 1999
NOTES: 1. Each local limited partnership has developed, owns and operates
the housing project. Substantially all project costs, including
construction period interest expense, were capitalized by the
limited partnerships.
2. Depreciation is provided for by various methods over the
estimated useful lives of the projects. The estimated composite
useful lives of the buildings are generally from 25 to 40 years.
3. Investments in property and equipment:
<TABLE>
<CAPTION>
Buildings,
Furnishings
And
Land Equipment Total
------------- ------------- -------------
<S> <C> <C> <C>
Balance at January 1, 1997 $ 5,345,312 $ 102,854,879 $ 108,200,191
Net additions during 1997 75,176 1,172,217 1,247,393
------------- ------------- -------------
Balance at December 31, 1997 5,420,488 104,027,096 109,447,584
Net additions during 1998 777,120 (1,883,647) (1,106,527)
Sale of properties during 1998 (3,856,786) (57,610,693) (61,467,479)
------------- ------------- -------------
Balance at December 31, 1998 2,340,822 44,532,756 46,873,578
Net additions during 1999 - 252,970 252,970
------------- ------------- -------------
Balance, December 31, 1999 $ 2,340,822 $ 44,785,726 $ 47,126,548
============= ============= =============
</TABLE>
32
<PAGE> 34
SCHEDULE III
(Continued)
REAL ESTATE ASSOCIATES LIMITED II
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS IN
WHICH REAL II HAS INVESTMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Buildings,
Furnishings
And
Accumulated Depreciation: Equipment
- ----------------------------- ------------
<S> <C>
Balance at January 1, 1997 $ 57,596,038
Net additions during 1997 3,059,440
------------
Balance at December 31, 1997 60,655,478
Net additions during 1998 1,242,752
Sale of properties during 1998 (33,751,348)
------------
Balance at December 31, 1998 28,146,882
Net additions during 1999 1,317,651
------------
Balance at December 31, 1999 $ 29,464,533
============
</TABLE>
33
<PAGE> 35
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
REAL ESTATE ASSOCIATES LIMITED II (the "Partnership") has no directors or
executive officers of its own.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P., (the
"Operating Partnership") a majority owned subsidiary of Casden Properties Inc.,
a real estate investment trust organized by Alan I. Casden, purchased a 95.25%
economic interest in NAPICO. 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, 70, 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, 48, 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, 54, Chairman of Casden Properties Inc., a director and member of
the audit committee of NAPICO, and chairman of the Executive Committee of
NAPICO.
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.
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 and a Masters in Business Administration degree
34
<PAGE> 36
from the University of Southern California.
PAUL PATIERNO, 43, Chief Financial Officer.
Mr. Patierno joined NAPICO in 1998 and is responsible for its financial affairs,
as well as the limited partnerships sponsored by it. From 1995 until joining
NAPICO in September 1998, Mr. Patierno was a senior manager in the affordable
housing group of Altschuler, Melvoin and Glasser LLP, a national public
accounting firm. From 1990 to 1995, he practiced public accounting with a firm
specializing in real estate syndication. Mr. Patierno received his bachelor of
science degree in accounting from California State University at Northridge, and
is a member of the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants.
PATRICIA W. TOY, 70, 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, 39, 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.
35
<PAGE> 37
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:
Real Estate Associates Limited II has no officers, employees, or directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the Corporate General Partner
an annual management fee. The annual management fee is approximately equal to .4
percent of the invested assets, including the Partnership's allocable share of
the mortgages related to real estate properties held by local limited
partnerships. The fee is earned beginning in the month the Partnership makes its
initial contribution to the limited partnership. In addition, the Partnership
reimburses the Corporate General Partner for certain expenses.
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 REAL II; no person is known to own beneficially in excess
of 5% of the outstanding Limited Partnership Interests.
(b) At December 31, 1999, security ownership of management is as listed:
<TABLE>
<CAPTION>
Percentage of
Outstanding
Amount and Limited
Name of Nature of Partnership
Title of Class Owner Beneficial Owner Interests
<S> <C> <C> <C>
Limited Charles H. Boxenbaum $ 30,000 *
Partnership 780 Latimer Road
Interest Santa Monica, CA 90402
Initial
Limited Patricia W. Toy 4,550 *
Partnership 1782 Westridge Road
Interest Los Angeles, CA 90049
</TABLE>
* Cumulative Limited Partnership Interest owned by corporate officers is less
than 1% of outstanding Limited Partnership Interests.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The Partnership has no officers, directors or employees of its own. All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. The Partnership is obligated to NAPICO for an annual
management fee equal to .4 percent of the original invested assets of the
remaining limited partnerships. Invested assets is defined as the costs of
acquiring project interests, including the proportionate amount of the mortgage
loans related to the Partnership's interest in the capital accounts of the
respective partnerships. The management fee was $175,792 for the year ended
December 31, 1999 and $397,680 for each of the two years in the period ended
December 31, 1998.
The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was $23,340, $35,195 and $35,194 in 1999, 1998 and 1997, respectively,
and is included in operating expenses.
36
<PAGE> 38
An affiliate of NAPICO was the general partner in three of the limited
partnerships in which the partnership interests were sold on December 30, 1998,
and another affiliate received property management fees of approximately 5
percent of their revenue. The affiliate received property management fees of
$311,489 and $310,109 in 1998 and 1997, respectively.
On December 30, 1998, the Partnership sold its limited partnership interests in
7 local limited partnerships to the Operating Partnership. The sale resulted in
net cash proceeds to the Partnership of $5,250,000 and a net gain of $4,002,592
The cash proceeds were held in escrow at December 31, 1998 and were collected
subsequent to year-end. In March 1999, the Partnership made cash distributions
of $4,950,000 to the limited partners and $50,000 to the general partners, using
proceeds from the sale of the partnership interests.
The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the Operating
Partnership; (ii) the approval of HUD and certain state housing finance
agencies; and (iii) the consent of the limited partners to the sale of the local
limited partnership interests held for investment by REAL II.
In August 1998, a consent solicitation statement was 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 proposed transaction. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
FINANCIAL STATEMENTS
Reports of Independent Public Accountants.
Balance Sheets as of December 31, 1999 and 1998.
Statements of Operations for the years ended December 31, 1999, 1998 and 1997.
Statements of Partners' Equity (Deficiency) for the years ended December 31,
1999, 1998 and 1997.
Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997.
Notes to Financial Statements.
FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO REAL ESTATE ASSOCIATES LIMITED II AND TO THE LIMITED PARTNERSHIPS
IN WHICH REAL ESTATE ASSOCIATES LIMITED II HAS INVESTMENTS:
Schedule - Investments in Limited Partnerships, December 31, 1999, 1998 and
1997.
Schedule III - Real Estate and Accumulated Depreciation, December 31, 1999, 1998
and 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.
37
<PAGE> 39
EXHIBITS
(3) Articles of incorporation and bylaws: The registrant is not
incorporated. The Partnership Agreement was filed with Form S-11
#266171 incorporated herein by reference.
(10) Material contracts: The registrant is not party to any material
contracts, other than the Restated Certificate and Agreement of Limited
Partnership dated December 4, 1979, and the twenty-one contracts
representing the Partnership investment in Local Limited Partnerships
as previously filed at the Securities and Exchange Commission, File
#266171, which is hereby incorporated by reference.
REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the year ended December 31, 1999.
38
<PAGE> 40
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 ESTATE ASSOCIATES LIMITED II
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/ PAUL PATIERNO
- ----------------------------------
Paul Patierno
Chief Financial Officer
39
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 468,311
<SECURITIES> 0
<RECEIVABLES> 74,716
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 543,027
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 543,027
<CURRENT-LIABILITIES> 3,596
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 539,431
<TOTAL-LIABILITY-AND-EQUITY> 543,027
<SALES> 0
<TOTAL-REVENUES> 126,417
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 403,004
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (276,587)
<INCOME-TAX> 0
<INCOME-CONTINUING> (276,587)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (276,587)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
