REAL EQUITY PARTNERS
10-Q, 1996-05-17
REAL ESTATE
Previous: REGIS CORP, 8-K, 1996-05-17
Next: HEXCEL CORP /DE/, 10-Q, 1996-05-17



<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 MARCH 31, 1996

                         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 MARCH 31, 1996

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

      Item 1.  Financial Statements and Notes to Financial Statements

                     Balance Sheets, March 31, 1996 and December 31, 1995 ..   1
                                                                              
                     Statements of Operations,                                
                           Three Months Ended March 31, 1996 and 1995 ......   2
                                                                              
                     Statement of Partners' Equity,                           
                           Three Months Ended March 31, 1996 ...............   3
                                                                              
                     Statements of Cash Flows,                                
                           Three Months Ended March 31, 1996 and 1995 ......   4
                                                                              
                     Notes to Financial Statements .........................   5
                                                                              
      Item 2.  Management's Discussion and Analysis of Financial              
                     Position and Results of Operations ....................   9
                                                                              
PART II.  OTHER INFORMATION                                                   
                                                                              
      Item 1.  Legal Proceedings............................................  12
                                                                              
      Item 6.  Exhibits and Reports on Form 8-K ............................  12
                                                                              
      Signatures............................................................  13
</TABLE>
<PAGE>   3
                              REAL-EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
                      MARCH 31, 1996 AND DECEMBER 31, 1995

<TABLE>
<CAPTION>
                     ASSETS
                                                              1996                1995
                                                           (Unaudited)          (Audited)
                                                          ------------        ------------
<S>                                                       <C>                 <C>         
RENTAL PROPERTY, at cost (Notes 1 and 2)
     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                         (14,725,158)        (14,497,544)
                                                          ------------        ------------

                                                            23,335,768          23,563,382
                                                          ------------        ------------

CASH AND CASH EQUIVALENTS                                    1,735,054           1,794,041
                                                          ------------        ------------

OTHER  ASSETS:
     Due from affiliated rental agent                          569,192             448,634
     Other receivables and prepaid expenses                    226,064             225,144
     Receivable for earthquake loss (Note 1)                   334,591             334,591
                                                          ------------        ------------
                                                             1,129,847           1,008,369
                                                          ------------        ------------

          TOTAL ASSETS                                    $ 26,200,669        $ 26,365,792
                                                          ============        ============

              LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
     Mortgage notes payable (Notes 2 and 7)               $ 17,686,608        $ 17,747,363
     Accrued fees and expenses due general partner
          (Notes 5 and 7)                                      661,822             651,320
     Accrued interest payable                                  419,890             388,551
     Accounts payable and accrued expenses (Note 1)            282,772             269,663
     Liability for earthquake loss (Note 1)                    620,862             627,738
     Tenant security deposits                                  255,772             255,772
                                                          ------------        ------------
                                                            19,927,726          19,940,407
COMMITMENTS AND CONTINGENCIES (Notes 5 and 6)

PARTNERS' EQUITY                                             6,272,943           6,425,385
                                                          ------------        ------------

           TOTAL LIABILITIES AND PARTNERS' EQUITY         $ 26,200,669        $ 26,365,792
                                                          ============        ============
</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
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                1996               1995
                                                            -----------        -----------
<S>                                                         <C>                <C>        
RENTAL OPERATIONS:
     Revenues
          Rental income                                     $ 1,241,483        $ 1,334,267
          Other income                                           49,022             64,135
                                                            -----------        -----------
                                                              1,290,505          1,398,402
                                                            -----------        -----------
     Expenses
          Operating expenses                                    601,803            612,832
          Management fees - affiliate (Note 4)                   67,808             73,467
          Depreciation (Note 1)                                 227,614            227,613
          General and administrative expenses                    72,679             57,763
          Interest expense (Note 2)                             438,064            448,215
                                                            -----------        -----------

                                                              1,407,968          1,419,890
                                                            -----------        -----------

          Loss from rental operations                          (117,463)           (21,488)
                                                            -----------        -----------

PARTNERSHIPS OPERATIONS:
     Interest income                                             16,269              4,912
                                                            -----------        -----------

     Expenses
          General and administrative expenses                    19,481             21,527
          Professional fees                                      21,265             12,123
          Interest expense - general partner (Note 5)            10,502             10,387
                                                            -----------        -----------

                                                                 51,248             44,037
                                                            -----------        -----------

          Loss from partnership operations                      (34,979)           (39,125)
                                                            -----------        -----------

NET LOSS                                                    $  (152,442)       $   (60,613)
                                                            ===========        ===========

NET LOSS PER LIMITED PARTNERSHIP
     INTEREST                                               $        (5)       $        (2)
                                                            ===========        ===========
</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)
                        THREE MONTHS ENDED MARCH 31, 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                      General            Limited
                                      Partners           Partners            Total
                                    -----------        -----------        -----------
<S>                                 <C>                <C>                <C>        
PARTNERSHIP INTERESTS,
     March 31, 1996                                         30,000
                                                       ===========

EQUITY (DEFICIENCY),
     January 1, 1996                $  (720,324)       $ 7,145,709        $ 6,425,385

Net loss for the three months
     ended March 31,1996                 (1,525)          (150,917)          (152,442)
                                    -----------        -----------        -----------

EQUITY (DEFICIENCY),
     March  31, 1996                $  (721,849)       $ 6,994,792        $ 6,272,943
                                    ===========        ===========        ===========
</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
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        1996               1995
                                                                    -----------        -----------
<S>                                                                 <C>                <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net  loss                                                      $  (152,442)       $   (60,613)
     Adjustments to reconcile net loss to net cash
        provided by operating activities:
          Depreciation                                                  227,614            227,613
          Decrease (increase) in:
               Due from affiliated rental agent                        (120,558)          (116,931)
               Other receivables and prepaid expenses                      (920)             9,079
          Increase (decrease) in:
                Accrued fees and expenses due general partner            10,502             10,387
                Accounts payable and accrued expenses                    13,109            (13,835)
                Accrued interest payable                                 31,339               --
                                                                    -----------        -----------

                Net cash provided by operating activities                 8,644             55,700
                                                                    -----------        -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on mortgage notes payable                       (60,755)           (81,280)
     Payments on liability for earthquake loss                           (6,876)              --
                                                                    -----------        -----------

                 Net cash used in financing activities                  (67,631)           (81,280)
                                                                    -----------        -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                               (58,987)           (25,580)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        1,794,041          1,195,937
                                                                    -----------        -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $ 1,735,054        $ 1,170,357
                                                                    ===========        ===========
</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

                                 MARCH 31, 1996

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, 1995 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 March 31, 1996, and the results
     of operations for the three months then ended and changes in cash flow for
     the three months then ended.

     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.

     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 Northridge 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. The total estimated expenditures needed to repair the properties,
     net of the insurance recoveries, which nets to approximately $824,000, were
     expensed in 1994 since they do not extend the useful life of the
     properties.

     In April 1996, the Partnership received from the insurance company a final
     settlement payment of $334,591 related to the earthquake loss. This was
     reflected in income and as a receivable in 1995.

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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
          $14,105 to $44,300 per month and having maturity dates from February
          1996 to March 2001. These notes total $15,338,225 at March 31, 1996.

     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 $2,348,383 at March 31, 1996.

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

          In March 1995, the Parkside Apartments rental property ceased making
          payments to the mortgage lender and the mortgage is in default. As of
          March 31, 1996, the property is delinquent in making mortgage payments
          of approximately $443,000 and property taxes of $71,300. The Parkside
          Apartments has been operating at a deficit, and the Partnership has
          been unsuccessful in its attempt to negotiate a mortgage modification
          with the lender to improve the situation. The mortgage lender has
          filed a notice of default on January 17, 1996 and has commenced
          foreclosure action. A Trust Deed Sale date has been scheduled for May
          1996. The carrying value of the Parkside Apartments property, which
          approximates fair value, is approximately equal to its related
          liabilities. As a result, no loss is anticipated from the pending
          foreclosure.

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

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1996

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

     operations under this agreement were approximately $67,800 and $73,500 for
     the three months ended March 31, 1996 and 1995, respectively.

     An affiliate of NAPICO performed certain of the earthquake repairs at the
     Park Creek and Warner Willows I and II rental properties. The payments to
     this affiliate for these repairs were approximately $737,000 as of December
     31, 1995. (Note 1). The remaining earthquake work which shall be funded
     from insurance proceeds is estimated to be approximately $226,891 will be
     competitively bid. On February 22, 1996, the Partnership entered into
     contracts with the affiliate of NAPICO to perform earthquake related
     repairs of $107,700 at the damaged properties, of which $7,000 has been
     paid as of March 31, 1996.

NOTE 5 - FEES AND EXPENSES DUE GENERAL PARTNER

     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 March 31,
     1996 was approximately $662,000.

     The Partnership reimburses NAPICO for certain expenses. The reimbursement
     paid to NAPICO was $2,676 for the three months ended March 31, 1996 and
     1995, and is included in general and administrative expenses.

NOTE 6 - 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)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1996

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
     Value of Financial Instruments," requires disclosure of fair value
     information about financial instruments, when it is practicable to estimate
     that value. One of the mortgage notes payable is insured by HUD and is
     secured by a rental property. The operations generated by the property are
     subject to various government rules, regulations and restrictions which
     make it impracticable to estimate the fair value of this mortgage note
     payable. The book values of all other debt instruments approximate their
     fair values because the interest rates of these instruments are comparable
     to rates currently offered to the Partnership. The carrying amount of other
     assets and liabilities reported on the balance sheets that require such
     disclosure approximates fair value due to their short-term maturity.

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

                                 MARCH 31, 1996

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 six 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 and subsequent 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.

     Currently, it is anticipated that the Partnership will continue to meet its
     current and long term obligations as they become due.

     RESULTS OF OPERATIONS

     Rental operations consist primarily of rental income and depreciation
     expense, debt service, and normal operating expenses to maintain the
     properties. Depreciation is provided on the straight-line method over the
     estimated useful lives of the buildings and equipment. Substantially all of
     the rental units in the apartment projects are leased on a month-to-month
     basis.

     An annual property management fee, which shall in any event not exceed 5%
     of gross revenues from each property under management, is payable by the
     properties to an affiliate of NAPICO.

     Occupancy at the Parkside property averaged 78 percent during the first
     three months of 1996, 15 percent decrease from the same period in 1995.
     Parkside operated at a deficit of approximately $368,718 during the three
     months ended March 31, 1996 after accruing for the unpaid interest on the
     mortgage, (excluding depreciation and principal payments on the mortgage
     loans). In March 1995, the Parkside Apartments rental property ceased
     making payments to the mortgage lender. As of March 31, 1996, the property
     is delinquent in making mortgage payments of approximately $443,000 and
     property taxes of $71,300. The mortgage lender has filed a notice of
     default on January 17, 1996, commenced foreclosure action and obtained the
     appointment of a Receiver to operate the property. The carrying value of
     the Parkside Apartments property, which approximates fair value, is
     approximately equal to its related liabilities.

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

                                 MARCH 31, 1996

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

     RESULTS OF OPERATIONS (CONTINUED)

     Occupancy at the Warner Willows I and II properties averaged 93 percent
     during the three months of 1996, a 4 percent decrease from the same period
     in 1995. Both properties operated with positive cash earnings for the three
     months ended March 31, 1996, (excluding earthquake repair costs,
     depreciation and principal payments on the mortgage loans). Positive cash
     earnings for the three months ended March 31, 1996 were approximately
     $28,000 and $13,000 for Warner Willows I and II, respectively.

     Occupancy at the Arbor Glen property averaged 95 percent during the first
     three months of 1996 a 1 percent increase from the same period in 1995. The
     property operated with a positive cash flows of approximately $88,700
     during the first three months of 1996. The existing loan of $5 million
     maturing on May 1, 1996 was extended to August 1996 while concurrently
     entering into negotiations with Home Savings of America to refinance the
     existing loan. A good faith deposit check was given to Home Savings of
     America on February 28, 1996.

     Occupancy at the Park Creek property averaged 71 percent during the first
     three months of 1996, a 15 percent decrease from the same period in 1995.
     The property operated with a positive cash flows of approximately $8,700
     (excluding earthquake repair costs, depreciation and principal payments on
     the mortage loan) during the first three months of 1996.

     Occupancy at the Willowbrook property averaged 92 percent during the first
     three months of 1996, a 5 percent decrease from the same period in 1995.
     The property operated with a positive cash flow of approximately $45,000,
     (excluding depreciation and principal payments on the mortgage loan) during
     the first three months of 1996.

     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
     settlement under a master umbrella insurance policy covering earthquake
     damage for these and other properties managed by a related party. Included
     in liabilities as of March 31, 1996 is approximately $621,000 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. In April
     1996, the Partnership received from the insurance company a final
     settlement payment of $334,591 related to the earthquake loss. This was
     reflected in income and included as a receivable in 1995.

     An affiliate of NAPICO performed certain of the earthquake repairs at the
     Park Creek and Warner Willows I and II rental properties. The payments to
     this affiliate for these repairs were approximately $737,000 as of December
     31, 1995. The remaining earthquake work to be performed will be
     competitively bid. On February 22, 1996, the Partnership entered into
     contracts with the affiliate of NAPICO to perform earthquake related
     repairs of $107,700 at the proeprties, of which $7,000 has been paid as of
     March 31, 1996.

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

                                 MARCH 31, 1996

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

     RESULTS OF OPERATIONS (CONTINUED)

     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 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.

     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% 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. An annual property management fee,
     which shall not in any event exceed 5% of gross revenues from each property
     under management, is also payable to an affiliate of the corporate general
     partner. On March 21, 1994, the excess proceeds received from the Park
     Creek and the Warner Willows I and II refinancings were used to partially
     pay the deferred acquisition fees due the general partner. The amount
     outstanding as of March 31, 1996 was approximately $662,000.

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

                                 MARCH 31, 1996

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of March 31, 1996, the Partnership's corporate general partner was a
plaintiff or defendant in several lawsuits. None of these were related to the
Partnership.

John Hancock Mutual Life Insurance Company v. Real-Equity Partners (Case No.
276301) Superior Court State of California, County of Riverside.

In this action John Hancock, as lender for the Parkside Apartments, commenced an
action to foreclose on the mortgage and to obtain a Receiver to operate the
property. As of March 31, 1996, Parkside Apartments was delinquent in making
mortgage payments in the approximate amount of $443,000 and property taxes in
the amount of $71,300. The Partnership has filed an answer. However, a Receiver
was appointed by the Court in March 1996 and is now operating the property. It
is likely that a foreclosure will occur in the near future.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

                                       12
<PAGE>   15
                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1996

                                   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

                                      14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTHERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,735,054
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,864,901
<PP&E>                                      38,060,926
<DEPRECIATION>                              14,725,158
<TOTAL-ASSETS>                              26,200,669
<CURRENT-LIABILITIES>                          944,594
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,272,943
<TOTAL-LIABILITY-AND-EQUITY>                26,200,669
<SALES>                                              0
<TOTAL-REVENUES>                             1,306,774
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,010,650
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             448,566
<INCOME-PRETAX>                              (152,442)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (152,442)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (152,442)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission