REAL EQUITY PARTNERS
10-Q, 1995-11-20
REAL ESTATE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-Q


                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                      FOR QUARTER ENDED SEPTEMBER 30, 1995

                         COMMISSION FILE NUMBER 2-82765

                              REAL EQUITY PARTNERS

                        A CALIFORNIA LIMITED PARTNERSHIP

                 I.R.S. EMPLOYER IDENTIFICATION NO. 95-3784125

                      9090 Wilshire Boulevard, Suite 201,
                            Beverly Hills, CA  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 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 EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1995



<TABLE>
<S>                                                                                                                          <C>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements and Notes to Financial Statements

              Balance Sheets, September 30, 1995 and December 31, 1994   . . . . . . . . . . . . . . . . . . . . . . . .      1

              Statements of Operations,
                     Nine and Three Months Ended September 30, 1995 and 1994   . . . . . . . . . . . . . . . . . . . . .      2

              Statement of Partners' Equity,
                     Nine Months Ended September 30, 1995    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3

              Statements of Cash Flows,
                     Nine Months Ended September 30, 1995 and 1994   . . . . . . . . . . . . . . . . . . . . . . . . . .      4

              Notes to Financial Statements    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5

     Item 2.  Management's Discussion and Analysis of Financial
                     Position and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8


PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

     Item 6.  Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11

     Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
</TABLE>





<PAGE>   3
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
                                           

<TABLE>
<CAPTION>
                                                            ASSETS
                                                                                             1995                    1994
                                                                                          (Unaudited)             (Audited)  
                                                                                         ------------           -------------
<S>                                                                                      <C>                     <C>
RENTAL PROPERTY, at cost
     Land                                                                                $  7,077,565            $  7,077,565
     Buildings                                                                             26,949,118              26,949,118
     Furniture and equipment                                                                4,034,243               4,034,243
                                                                                         ------------            ------------
                                                                                           38,060,926              38,060,926
                                                                                                                 
     Less accumulated depreciation                                                        (14,269,926)            (13,587,088)
                                                                                         ------------            ------------ 
                                                                                                                 
                                                                                           23,791,000              24,473,838
                                                                                         ------------            ------------
                                                                                                                 
                                                                                                                 
CASH AND CASH EQUIVALENTS                                                                   1,217,617               1,195,937
                                                                                         ------------            ------------
                                                                                                                 
OTHER ASSETS:                                                                                                    
     Due from affiliated rental agent                                                       1,029,053                 703,125
     Other receivables and prepaid expenses                                                   267,892                 295,129
                                                                                         ------------            ------------
                                                                                            1,296,945                 998,254
                                                                                         ------------            ------------
                                                                                                                 
                                                                                         $ 26,305,562            $ 26,668,029
                                                                                         ============            ============


                                                   LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
     Mortgage notes payable                                                              $ 17,784,949            $ 17,959,940
     Accrued fees and expenses due general partner                                            640,702                 609,195
     Accounts payable and accrued expenses                                                  1,186,120               1,069,300
     Tenant security deposits                                                                 279,359                 279,359
                                                                                         ------------            ------------
                                                                                           19,891,130              19,917,794
                                                                                                                 
                                                                                                                 
                                                                                                                 
PARTNERS' EQUITY                                                                            6,414,432               6,750,235
                                                                                         ------------            ------------
                                                                                                                 
                                                                                         $ 26,305,562            $ 26,668,029
                                                                                         ============            ============
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       1
<PAGE>   4
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

            NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                   Nine months       Three months       Nine months      Three months
                                                      ended              ended             ended             ended
                                                  Sept. 30, 1995    Sept. 30, 1995    Sept. 30, 1994    Sept. 30, 1994
                                                  --------------    --------------    --------------    --------------
<S>                                                 <C>               <C>               <C>               <C>
RENTAL OPERATIONS                                                                                         
                                                                                                          
     Revenues                                                                                             
            Rental income                           $3,942,549        $1,286,277        $3,997,581        $1,333,173
            Other income                               213,856            69,686           194,693            57,181
                                                    ----------        ----------        ----------        ----------
                                                     4,156,405         1,355,963         4,192,274         1,390,354
                                                    ----------        ----------        ----------        ----------
     Expenses                                                                                             
            Operating expenses                       1,960,493           579,185         1,804,075           362,769
            Depreciation                               682,839           227,613           682,617           227,613
            General and administrative                 195,790            65,845           155,981            60,848
            Management fees-affiliate                  229,743            75,078           227,180            76,168
            Interest expense                         1,334,960           442,225         1,172,984           408,144
            Provision for earthquake damage             -                 -                423,079           423,079
                                                    ----------        ----------        ----------        ----------
                                                                                                          
                                                     4,403,825         1,389,946         4,465,916         1,558,621
                                                    ----------        ----------        ----------        ----------
                                                                                                          
     Loss from rental operations                      (247,420)          (33,983)         (273,642)         (168,267)
                                                    ----------        ----------        ----------        ---------- 
                                                                                                          
PARTNERSHIP OPERATIONS                                                                                    
                                                                                                          
     Interest income                                    34,007            11,226            19,965             8,054
                                                    ----------        ----------        ----------        ----------
                                                                                                          
     Expenses                                                                                             
            Interest expense-general partner            31,507            10,618            73,933            12,649
            General and administrative                  65,933            26,102            67,089            19,809
            Professional fees                           24,950             2,986            39,765             2,978
                                                    ----------        ----------        ----------        ----------
                                                                                                          
                                                       122,390            39,706           180,787            35,436
                                                    ----------        ----------        ----------        ----------
                                                                                                          
     Loss from partnership operations                  (88,383)          (28,480)         (160,822)          (27,382)
                                                    ----------        ----------        ----------        ---------- 
                                                                                                          
     Net loss                                       $ (335,803)       $  (62,463)       $ (434,464)       $ (195,649)
                                                    ==========        ==========        ==========        ========== 
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>   5
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)


                   STATEMENT OF PARTNERS' EQUITY (DEFICIENCY)

                      NINE MONTHS ENDED SEPTEMBER 30, 1995

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                       General              Limited
                                                       Partners            Partners                Total  
                                                       --------           -----------            ----------
<S>                                                   <C>                 <C>                    <C>
PARTNERSHIP INTERESTS,                                
      September 30, 1995                                                      30,000
                                                                          ==========
                                                      
EQUITY (DEFICIENCY),                                  
      at January 1, 1995                              $(717,075)          $7,467,310             $6,750,235
                                                      
Net loss for the nine months                          
      ended September 30, 1995                           (3,358)            (332,445)              (335,803)
                                                      ---------           ----------             ---------- 
                                                      
EQUITY (DEFICIENCY),                                  
      at September 30, 1995                           $(720,433)          $7,134,865             $6,414,432
                                                      =========           ==========             ==========
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>   6
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                             1995              1994   
                                                                                          -----------       -----------
<S>                                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                       
      Net loss                                                                             $ (335,803)      $  (434,464)
      Adjustment to reconcile net loss to net cash                                                          
            provided by (used in) operating activities:                                                     
      Depreciation                                                                            682,838           682,617
      (Increase) decrease in:                                                                               
            Other receivables and prepaid expenses                                             27,237          (168,294)
            Due from affiliated rental agent                                                 (325,928)          103,634
      Increase (decrease) in:                                                                               
            Accrued fees and expenses due general partner                                      31,507        (2,236,464)
            Accounts payable and accrued expenses                                             116,820           787,830
                                                                                           ----------       -----------
                                                                                                            
              Net cash provided by (used in) operating activities                             196,671        (1,265,141)
                                                                                           ----------       ----------- 
                                                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                       
      Distributions to partners                                                                  -             (450,000)
      Principal payments on mortgage notes payable                                           (174,991)         (186,309)
      Proceeds from mortgage notes payable                                                       -            5,785,000
      Payments of mortgage notes payable                                                         -           (3,096,178)
                                                                                           ----------       ----------- 
                                                                                                            
              Net cash provided by (used in) financing activities                            (174,991)        2,052,513
                                                                                           ----------       -----------
                                                                                                            
                                                                                                            
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                      21,680           787,372
                                                                                                            
CASH AND CASH EQUIVALENTS, at beginning of period                                           1,195,937           736,699
                                                                                           ----------       -----------
                                                                                                            
CASH AND CASH EQUIVALENTS, at end of period                                                $1,217,617       $ 1,524,071
                                                                                           ==========       ===========
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>   7
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995

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, 1994 filed by Real Equity Partners
         (the "Partnership").  National Partnership Investments Corp.
         ("NAPICO") is the corporate general partner of the Partnership.
         Accounting measurements at interim dates inherently involve greater
         reliance on estimates than at year end.  The results of operations for
         the interim periods presented are not necessarily indicative of the
         results for the entire year.

         In the opinion of the general partners of the Partnership, the
         accompanying unaudited financial statements contain all adjustments
         (consisting primarily of normal recurring accruals) necessary to
         present fairly the financial position of the Partnership as of
         September 30, 1995, and the results of operations for the three and
         nine months then ended and changes in cash flow for the nine months
         then ended.

         RENTAL PROPERTY AND DEPRECIATION

         Rental property is stated at cost.  Depreciation is provided for on
         the straight-line method over the estimated useful lives of the
         buildings and equipment.

         On January 17, 1994, the Park Creek and Warner Willows I and II rental
         properties sustained damage, estimated at approximately $1,454,000,
         due to the earthquake in the Los Angeles area.  Insurance proceeds of
         approximately $630,000 were allocated to the Partnership in 1994, as
         the estimated full settlement under a master umbrella insurance policy
         covering earthquake damage for these and other properties managed by
         an affiliate of NAPICO.  Included in liabilities at September 30, 1995
         is approximately $627,400 related to the earthquake damages (Note 4).
         The total estimated expenditures needed to repair the properties, net
         of the insurance recoveries, which nets to approximately $824,000,
         were expensed in the period ended December 31, 1994, since they did
         not extend the useful life of the properties.

         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.

NOTE 2 - MORTGAGE NOTES PAYABLE

         Mortgage notes payable consist of the following:

         a.      Conventional mortgage notes bearing interest at rates ranging
                 from 8% to 10.375% per annum, payable in monthly installments
                 ranging from $11,710 to $44,300 per month and having maturity
                 dates from February 1996 to March 2001.  These notes total
                 $15,407,439 at September 30, 1995.





                                       5
<PAGE>   8
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1995


NOTE 2 - MORTGAGE NOTES PAYABLE (CONTINUED)

         b.      Mortgage note, insured by the Department of Housing and Urban
                 Development under the Section 221(d)(4) program, bearing
                 interest at the rate of 7 percent per annum, payable in
                 monthly installments of approximately $19,500, including
                 interest through maturity in the year 2013.  The note has a
                 balance of $2,377,510 at September 30, 1995.

         The mortgage notes are secured by deeds of trust on the rental
         properties.

         The mortgage on the Arbor Glen property, in the approximate amount of
         $5,000,000 at September 30, 1995, matures in April 1996.  The
         Partnership has submitted applications to refinance the property.
         There can be no assurance, however, that a new mortgage will be
         obtained or that the current mortgagor will extend the term of the
         existing mortgage.

         Parkside property has not made any payments since May 1995 on its
         mortgage note payable, which is nonrecourse to the Partnership.
         Although a default letter was received from the lender, the
         Partnership has requested from the lender an interest rate reduction
         and an extended maturity date on the mortgage.  The lender may
         commence foreclosure action against the property if the mortgage
         payments in arrears are not brought current.  The outstanding balance
         on the note payable is approximately $3,453,000 at September 30, 1995,
         and it is secured by the property, which has a net book value of
         approximately $3,598,000 at September 30, 1995.

NOTE 3 - INCOME TAXES

         No provision has been made for income taxes in the accompanying
         financial statements as such taxes, if any, are the liability of the
         individual partners.

NOTE 4 - RELATED PARTY TRANSACTIONS

         The Partnership has entered into agreements with an affiliate of
         NAPICO to manage the operations of the rental properties.  The
         agreements are on a month-to-month basis and provide, among other
         things, for a management fee equal to 5 percent of gross rentals and
         other collections.  Management fees charged to operations under this
         agreement were approximately $229,700 and $227,100 for the nine months
         ended September 30, 1995 and 1994, respectively.

         An affiliate of the corporate general partner repaired certain of the
         earthquake damage at the Park Creek and Warner Willows I and II rental
         properties.  The payments to this affilate for these repairs has been
         approximately $733,000 through September 30, 1995.  The remaining
         earthquake work to be performed (Note 1) will be competitively bid.





                                       6
<PAGE>   9
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1995


NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

         Under the terms of the Restated Certificate and Agreement of Limited
         Partnership (the "Partnership Agreement"), the Partnership is
         obligated to the corporate general partner for a deferred acquisition
         fee.  This fee is for services rendered in connection with the
         selection, purchase, acquisition, development, and management of the
         Partnership and monitoring the operations of the properties.
         Distribution of any part of this fee shall be subordinated to receipt
         by each Limited Partner of an amount equal to a cumulative
         non-compounded 6 percent annual distribution with respect to the
         adjusted capital value (as defined in the Partnership Agreement).  The
         aggregate amount of the deferred acquisition fee distributed in any
         year from net cash from operations shall not exceed an amount equal to
         3 percent of the investment in properties plus any proceeds from sale
         or refinancing of the properties.  The deferred acquisition fee shall
         be an amount which, when present valued at 8 percent from certain
         dates as defined in the Partnership Agreement, equals 10 percent of
         the gross proceeds of the offering ($3,000,000).  Distribution of
         deferred acquisition fees will be made from net cash from operations
         and net proceeds from sale or refinancing for a maximum of 15 years,
         or until the above limit is met.

         The present value of the deferred acquisition fee plus accrued
         interest has been reflected in the accompanying financial statements
         and has been capitalized as part of the cost of rental property
         acquired.  In March 1994, the Partnership paid approximately
         $2,300,000 to the corporate general partner from refinancing proceeds.
         The amount outstanding as of September 30, 1995 was approximately
         $641,000.

         The Partnership reimburses NAPICO for certain expenses.  The
         reimbursement to NAPICO of $8,028 was paid and included in the
         Partnership's operating expenses in the nine months ended September
         30, 1995.

NOTE 5 - CONTINGENCIES

         The corporate general partner of the Partnership is a plaintiff in
         various lawsuits and has also been named as defendant in other
         lawsuits arising from transactions in the ordinary course of business.
         In the opinion of management and the corporate general partner, the
         claims will not result in any material liability to the Partnership.





                                       7
<PAGE>   10
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
         OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES

         The Partnership was formed to invest in residential rental properties
         either directly or through investments in joint ventures and other
         partnerships which will invest in such real estate.  The nine
         buildings owned by the Partnership were acquired at various dates
         during 1984 and 1985.

         The Partnership's primary sources of funds are income from rental
         operations and interest income earned on cash reserves.

         Distributions of net cash from operations were normally intended to be
         made to the Limited Partners of record on a quarterly basis during the
         months of February, May, August, and November pro rata in proportion
         to the number of units held.  The November 1994, February 1995 and May
         1995 distributions to the limited partners were not made due to the
         Partnership setting aside funds for losses incurred by REP as a result
         of the January 17, 1995 earthquake in the Los Angeles area.  The
         Partnership will resume distributions to the limited partners once
         sufficient funds are in cash reserves to repair such earthquake
         damage.

         The mortgage on the Arbor Glen property matures in April 1996.  The
         Partnership has submitted applications to refinance the property, and
         it is anticipated that the Partnership will obtain a new loan bearing
         interest at a fixed rate of aprpoximately 8.2% with a ten year term,
         amortized over 30 years.  There can be no assurance, however, that a
         new mortgage will be obtained or that the current mortgagor will
         extend the term of the existing mortgage.

         RESULTS OF RENTAL OPERATIONS

         Occupancy at the Parkside property averaged 82 percent during the
         first nine months of 1995, an 8 percent  decrease from the same period
         in 1994.  Low occupancy has resulted in a decrease in cash flows for
         the period, and property operations were insufficient to pay monthly
         debt service.  In order to mitigate the ongoing deficit operations at
         the property, the Partnership submitted a letter to the lender on the
         Parkside property on April 27, 1995, requesting an interest rate
         reduction and an extended maturity date on the mortgage.  Parkside
         property has not paid mortgage payments since May  1995 and a default
         letter dated May 24, 1995 was received from the lender.  The lender is
         reviewing the request for a loan modification.  There can be no
         assurance, however, that the lender will agree to any debt
         forebearance, interest rate reduction or extension of the loan term.
         The Partnership advanced $43,000 to the Parkside property during the
         nine months ended September 30, 1995.  The property operated at a
         deficit of approximately $120,309 during the nine months ended
         September 30, 1995, after accruing for the unpaid interest on the
         mortgage.  The lender may commence foreclosure action if the mortgage
         payments in arrears are not brought current.

         Occupancy at the Warner Willows I & II properties averaged 96 percent
         during the first nine months of 1995, a 1 percent increase from the
         same period in 1994.  The combined expenses for both properties, with
         the exception of interest expense (which increased as a result of the
         1994 debt refinancing), remained





                                       8
<PAGE>   11
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
         OF OPERATIONS (CONTINUED)

         RESULTS OF RENTAL OPERATIONS (CONTINUED)

         consistent compared with the same period in 1994.  The properties had
         positive cash flows of approximately $40,000 and $19,800, respectively
         for the nine months ended September 30, 1995, after payments of
         approximately $10,000 on each of the properties for earthquake damage.
         See below for further discussion on earthquake damage.

         Occupancy at Arbor Glen averaged 95 percent during the first nine
         months of 1995 and 1994.  Arbor Glen operated with positive cash flows
         of approximately $23,900 during the first nine months of 1995.  The
         mortgage on the property expires in April 1996.

         Occupancy at the Park Creek property averaged 85 percent during the
         first nine months of 1995, a 7 percent decrease from the same period
         in 1994.  Expenses are consistent when compared with same period in
         1994.  The property operated with positive cash flows of approximately
         $57,000 during the first nine months of 1995, after payments for
         earthquake damage of approximately $5,000.  See below for further
         discussion on earthquake damage.

         Occupancy at the Willowbrook property averaged 95 percent during the
         first nine months of 1995, a 2  percent decrease for the same period
         in 1994.  The property operated with positive cash flows of
         approximately $143,200 for the period.

         On January 17, 1994, the Park Creek and Warner Willows I and II rental
         properties sustained damage, estimated at approximately $1,454,000,
         due to the earthquake in the Los Angeles area.  Insurance proceeds of
         approximately $630,000 were allocated to the Partnership in 1994, as
         the estimated full settlement under a master umbrella insurance policy
         covering earthquake damage for these and other properties managed by a
         related party.  Included in liabilities at September 30, 1995 is
         approximately $627,400 related to the earthquake damages.  The total
         estimated expenditures needed to repair the properties, net of the
         insurance recoveries, which nets to approximately $824,000, were
         expensed in the period ended December 31, 1994, since they did not
         extend the useful life of the properties.

         The Partnership operations consist primarily of interest income earned
         on certificates of deposit and other temporary investments of funds
         not required for investment in projects.  The amount of interest
         income varies with market rates available on certificates of deposit
         and with the amount of funds available for investment.  Operating
         expenses are higher in 1995 than in 1994 primarily because of roof
         repairs and replacement costs.

         Operating expenses of the Partnership consist substantially of
         recurring general and administrative expenses and professional fees
         for services rendered to the Partnership and interest on the deferred
         acquisition fee due the General Partners.





                                       9
<PAGE>   12
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
         OF OPERATIONS (CONTINUED)

         RESULTS OF RENTAL OPERATIONS (CONTINUED)

         The Partnership is incurring interest expense at a rate of 8 percent
         per annum on the unpaid fees due the general partner.  Under the terms
         of the Partnership Agreement, the Partnership is obligated to the
         general partner for a deferred acquisition fee for services rendered
         in connection with the selection, purchase, development, management
         and monitoring the operations of the properties, in an amount which,
         when calculated on a present value basis (using a discount factor of 8
         percent for this purpose) from the date of payment to the general
         partners to September 27, 1984 equals 10 percent of the gross proceeds
         of the offering ($3,000,000).  Distribution of any part of this fee
         from net cash from operations shall be subordinate to receipt by each
         Limited Partner of an amount equal to a cumulative noncompounded 6
         percent distribution.  The acquisition fee distributed in any year
         from net cash from operations shall not exceed an amount equal to 3
         percent of investment in properties (approximately $600,000) plus any
         proceeds from sale or refinancing of the properties.  During 1987,
         $762,000 was paid to the general partner for this fee.  Of this
         amount, $612,000 was generated from refinancing one of the mortgage
         notes payable.  Furthermore, in March, 1994, approximately $2,300,000
         of the excess proceeds received from the Park Creek and Warner Willows
         I and II refinancings were used to partially pay the deferred
         acquisition fees due the general partner.  As of September 30, 1995,
         approximately $641,000 is still outstanding.

         An annual property management fee, which shall not in any event exceed
         5 percent of gross revenues from each property under management, is
         also payable to an affiliate of the corporate general partner.





                                       10
<PAGE>   13
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As of September 30, 1995, the Partnership's corporate general partner was a
plaintiff or defendant in several lawsuits.  None of these were related to the
Partnership.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 (a)     No exhibits are required per the provision of item 7 of regulation S-K.





                                       11
<PAGE>   14
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


                                   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 EQUITY PARTNERS
                                   (a California limited partnership)


                                   By: National Partnership Investments Corp.
                                       Corporate General Partner


                                   Date: ___________________________________



                                   By: _____________________________________
                                       Bruce Nelson
                                       President



                                   Date: ___________________________________



                                   By: _____________________________________
                                       Shawn Horwitz
                                       Executive Vice President and
                                       Chief Financial Officer





                                       12
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<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>
<CIK> 0000717303
<NAME> 
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       1,217,617
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,514,562
<PP&E>                                      38,060,926
<DEPRECIATION>                              14,267,926
<TOTAL-ASSETS>                              26,305,562
<CURRENT-LIABILITIES>                        1,186,120
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   6,414,432
<TOTAL-LIABILITY-AND-EQUITY>                26,305,562
<SALES>                                              0
<TOTAL-REVENUES>                             4,190,412
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             3,159,748
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,366,467
<INCOME-PRETAX>                              (335,803)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (335,803)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (335,803)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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