REAL EQUITY PARTNERS
10-Q, 1997-05-19
REAL ESTATE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the Quarterly Period Ended MARCH 31, 1997

                         Commission File Number 2-82765

                              REAL EQUITY PARTNERS
                       (A California Limited Partnership)

                  I.R.S. Employer Identification No. 95-3784125

                         9090 WILSHIRE BLVD., SUITE 201
                             BEVERLY HILLS, CA 90211

                         Registrant's Telephone Number,
                       Including Area Code (310) 278-2191


Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


                                Yes [X]  No [ ]



<PAGE>   2



                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1997




PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements and Notes to Financial Statements

                     Balance Sheets, March 31, 1997 and December 31, 1996      1

                     Statements of Operations,
                           Three Months Ended March 31, 1997 and 1996 ...      2

                     Statement of Partners' Equity (Deficiency),
                           Three Months Ended March 31, 1997 ............      3

                     Statements of Cash Flows,
                           Three Months Ended March 31, 1997 and 1996 ...      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



<PAGE>   3


                              REAL-EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                     ASSETS
                                                                          1997               1996
                                                                       (Unaudited)        (Audited)
                                                                      ------------      ------------
<S>                                                                   <C>               <C>         
RENTAL PROPERTY, at cost (Notes 1 and 2)
     Land                                                             $  6,553,357      $  6,553,357
     Buildings                                                          22,096,723        22,096,723
     Furniture and equipment                                             3,720,901         3,720,901
                                                                      ------------      ------------
                                                                        32,370,981        32,370,981
     Less accumulated depreciation                                     (13,285,987)      (13,101,384)
                                                                      ------------      ------------

                                                                        19,084,994        19,269,597
                                                                      ------------      ------------

CASH AND CASH EQUIVALENTS                                                  895,057         1,884,218
                                                                      ------------      ------------

OTHER  ASSETS:
     Due from affiliated rental agent (Note 4)                             807,774           652,923
     Other receivables and prepaid expenses                                292,514           243,257
                                                                      ------------      ------------
                                                                         1,100,288           896,180
                                                                      ------------      ------------

          TOTAL ASSETS                                                $ 21,080,339      $ 22,049,995
                                                                      ============      ============


                                 LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
     Mortgage notes payable (Notes 2 and 7)                           $ 14,006,034      $ 14,064,914
     Accrued fees and expenses due general partner
          (Notes 5 and 7)                                                  703,947           693,560
     Accrued interest payable                                               56,541            56,541
     Accounts payable and accrued expenses (Note 1)                        180,276           179,681
     Liability for earthquake loss (Note 1)                                500,557           516,150
     Tenant security deposits                                              229,690           229,690
                                                                      ------------      ------------
                                                                        15,677,045        15,740,536
COMMITMENTS AND CONTINGENCIES (Notes 5 and 6)

PARTNERS' EQUITY                                                         5,403,294         6,309,459
                                                                      ------------      ------------

           TOTAL LIABILITIES AND PARTNERS' EQUITY                     $ 21,080,339      $ 22,049,995
                                                                      ============      ============
</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, 1997 AND 1996

                                   (Unaudited)



<TABLE>
<CAPTION>
                                                              1997            1996
                                                          ----------     -----------
<S>                                                       <C>            <C>        
RENTAL OPERATIONS:
     Revenues
          Rental income                                   $1,170,104     $ 1,241,483
          Other income                                        48,530          49,022
                                                          ----------     -----------
                                                           1,218,634       1,290,505
                                                          ----------     -----------
     Expenses
          Operating expenses                                 515,997         601,803
          Management fees - affiliate (Note 4)                59,851          67,808
          Depreciation (Note 1)                              184,603         227,614
          General and administrative expenses                 46,031          72,679
          Interest expense (Note 2)                          343,121         438,064
                                                          ----------     -----------

                                                           1,149,603       1,407,968
                                                          ----------     -----------

          Income (loss) from rental operations                69,031        (117,463)
                                                          ----------     -----------

PARTNERSHIPS OPERATIONS:
     Interest  and other income                               64,180          16,269
                                                          ----------     -----------

     Expenses
          General and administrative expenses                 24,068          19,481
          Professional fees                                   20,733          21,265
          Interest expense - general partner (Note 5)         10,387          10,502
                                                          ----------     -----------

                                                              55,188          51,248
                                                          ----------     -----------

          Income (loss) from partnership operations            8,992         (34,979)
                                                          ----------     -----------

NET INCOME (LOSS)                                         $   78,023     $  (152,442)
                                                          ==========     ===========

NET INCOME (LOSS) PER LIMITED PARTNERSHIP
     INTEREST                                             $        3     $        (5)
                                                          ==========     ===========
</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, 1997

                                   (Unaudited)

<TABLE>
<CAPTION>
                                     General         Limited
                                    Partners         Partners           Total
                                  -----------      -----------      -----------
<S>                               <C>              <C>              <C>        
PARTNERSHIP INTERESTS,
     March 31, 1997                                     30,000
                                                   ===========

EQUITY (DEFICIENCY),
     January 1, 1997              $  (718,484)     $ 7,027,943      $ 6,309,459

Net loss for the three months
     ended March 31,1997                  780           77,243           78,023

Cash distributions                   (834,188)        (150,000)        (984,188)

                                  -----------      -----------      -----------
EQUITY (DEFICIENCY),
     March  31, 1997              $(1,551,892)     $ 6,955,186      $ 5,403,294
                                  ===========      ===========      ===========
</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, 1997 AND 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       1997            1996
                                                                  -----------      -----------
<S>                                                               <C>              <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                            $    78,023      $  (152,442)
     Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
          Depreciation                                                184,603          227,614
          Increase in:
               Due from affiliated rental agent                      (154,851)        (120,558)
               Other receivables and prepaid expenses                 (49,257)            (920)
          Increase in:
                Accrued fees and expenses due general partner          10,387           10,502
                Accounts payable and accrued expenses                     595           13,109
                Accrued interest payable                                    0           31,339
                                                                  -----------      -----------

                Net cash provided by operating activities              69,500            8,644
                                                                  -----------      -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash distributions                                              (984,188)               -
     Principal payments on mortgage notes payable                     (58,880)         (60,755)
     Payments on liability for earthquake loss                        (15,593)          (6,876)
                                                                  -----------      -----------

                 Net cash used in financing activities             (1,058,661)         (67,631)
                                                                  -----------      -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                            (989,161)         (58,987)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      1,884,218        1,794,041
                                                                  -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $   895,057      $ 1,735,054
                                                                  ===========      ===========
</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, 1997


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, 1996 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, 1997,
        and the results of operations and changes in cash flows 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, of approximately $824,000,
        were expensed in 1994 since they did not extend the useful life of the
        properties.

        In March 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 in 1995 and as a receivable at December 31,
        1995.



                                        5


<PAGE>   8



                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The Parkside Apartments rental property was operating at a deficit and
        NAPICO was unsuccessful in its attempt to negotiate a mortgage
        modification with the lender to improve the situation. In March 1995,
        the Parkside Apartments rental property ceased making payments to the
        mortgage lender. The mortgage lender filed a notice of default on
        January 17, 1996, and foreclosed on the property on May 23, 1996. The
        foreclosure resulted in a gain of $259,088 in May 1996 because the
        Partnership was relieved of nonrecourse liabilities which were in excess
        of the net book value of the property. The gain was classified as an
        ordinary gain because the fair value of the property approximated the
        liabilities that were relieved.

        CASH AND CASH EQUIVALENTS

        Cash and cash equivalents consist of cash and bank certificates of
        deposit with an original maturity of three months or less. The
        Partnership has its cash and cash equivalents on deposit primarily with
        one high credit quality financial institution. Such cash and cash
        equivalents are in excess of the FDIC insurance limit.

        IMPAIRMENT OF LONG-LIVED ASSETS

        The Partnership adopted Statement of Financial Accounting Standards No.
        121, Accounting for the Improvement of Long-Lived Assets and for
        Long-Lived Assets To Be Disposed Of as of January 1, 1996 without a
        significant effect on its financial statements. The Partnership reviews
        long-lived assets to determine if there has been any permanent
        impairment whenever events or changes in circumstances indicate that the
        carrying amount of the asset may not be recoverable. If the sum of the
        expected future cash flows is less than the carrying amount of the
        assets, the Partnership recognizes an impairment loss.

NOTE 2 - MORTGAGE NOTES PAYABLE

        Mortgage notes payable consist of the following:

        a.     Conventional mortgage notes bearing interest at rates ranging
               from 10.25 percent to 10.375 percent per annum, payable in
               monthly installments ranging from $13,653 to $44,300 per month
               and having maturity dates from August 1997 to March 2001. These
               notes total $11,729,980 March 31, 1997.

        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 $2,276,054
               at March 31, 1997.

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


                                        6


<PAGE>   9



                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1997


NOTE 2 - MORTGAGE NOTES PAYABLE (CONTINUED)

         In March 1995, the Parkside Apartments rental property ceased making
         payments to the mortgage lender and the mortgage was in default. A
         Trust Deed Sale was completed and the property was foreclosed upon on
         May 23, 1996. The assets and liabilities were written off in May 1996.

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 plus reimbursement of certain expenses. Management fees
         charged to operations under this agreement were approximately $59,900
         and $67,800 for the three months ended March 31, 1997 and 1996,
         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
         $856,262 as of March 31, 1997 (Note 1). Included in payments to the
         affiliate of NAPICO was $121,357 paid under a contract for $121,607
         entered into by the Partnership on February 22, 1996, after receiving
         competitive bids. The remaining earthquake repair work will be
         competitively bid.

NOTE 5 - FEES AND EXPENSES DUE GENERAL PARTNER

         Under the terms of the Partnership Agreement, the Partnership is
         obligated to NAPICO for a deferred acquisition fee. This fee is for
         services rendered in connection with the selection, purchase,
         acquisition, development, and monitoring the operations of its
         properties. Distribution of any part of this from net cash from
         operations 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 the deferred acquisition fee
         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.


                                        7



<PAGE>   10


                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1997


NOTE 5 - FEES AND EXPENSES DUE GENERAL PARTNER (CONTINUED)

        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, 1997 and December 31, 1996 was $703,947 and $693,560,
        respectively.

        Under the terms of the Partnership Agreement, cash available for
        distribution is to be allocated 90 percent to the limited partners as a
        group and 10 percent to the general partners. Based on cash
        distributions made to the limited partners as of December 31, 1996,
        $834,188 was due to the general partners as their 10% percent share of
        cash available for distribution. This amount was paid to the general
        partners in February 1997.

        The Partnership made one distribution in the amount of $150,000 to the
        limited partners in 1997. At March 31, 1997, $16,667 is due to the
        general partners.

        The Partnership reimburses NAPICO for certain expenses. The
        reimbursement paid to NAPICO was $2,804 and $2,676 for the three months
        ended March 31, 1997 and 1996, respectively, and is included in general
        and administrative expenses.

NOTE 6 - CONTINGENCIES

        The corporate general partner of the Partnership is involved in various
        lawsuits lawsuits arising from transactions in the ordinary course of
        business. In the opinion of management and the corporate general
        partner, the claims will not result in any material liability to the
        Partnership.

NOTE 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, 1997

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 Partnership
        acquired 6 buildings at various dates during 1984 and 1985. One of the
        buildings was foreclosed in 1996.

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

        Under the terms of the Partnership Agreement, cash available for
        distribution is to be allocated 90 percent to the limited partners as a
        group and 10 percent to the general partners. Distributions of net cash
        from operations were normally intended to be made to the 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. From
        November 1994 through May 1996, distributions to the partners were not
        made due to the Partnership setting aside funds for losses incurred by
        REP as a result of the January 17, 1994 Northridge Earthquake. Based on
        cash distributions made to the partners as of December 31, 1996,
        $834,188 was due to the general partners as their 10% percent share of
        cash available for distribution. This amount was paid to the general
        partners in February 1997. The Partnership made one distribution in the
        amount of $150,000 to the limited partners in 1997. At March 31, 1997,
        $16,667 is due to the general partners.

        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
        percent of gross revenues from each property under management, is
        payable by the properties to an affiliate of NAPICO.

        The Parkside Apartments rental property was operating at a deficit and
        NAPICO was unsuccessful in its attempt to negotiate a mortgage
        modification with the lender to improve the situation. In March 1995,
        the Parkside Apartments rental property ceased making payments to the
        mortgage lender. The mortgage lender filed a notice of default on
        January 17, 1996, and foreclosed on the property on May 23, 1996. The
        foreclosure resulted in a gain of $259,088 because the Partnership was
        relieved of nonrecourse liabilities which were in excess of the net book
        value of the property.



                                        9



<PAGE>   12

                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1997


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
        for the three months ended March 31, 1997, and 1996. Both properties
        operated with positive cash earnings for the three months ended March
        31, 1997, (excluding earthquake repair costs, depreciation and principal
        payments on the mortgage loans). Positive cash earnings for the three
        months ended March 31, 1997 were approximately $35,000 and $19,000 for
        Warner Willows I and II, respectively.

        Occupancy at the Arbor Glen property averaged 99 percent during the
        first three months of 1997, a 4 percent increase from the same period in
        1996. The property operated with a positive cash flows of approximately
        $48,600 during the first three months of 1997. The existing loan of $5
        million maturing on May 1, 1996 was extended to August 1997 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 91 percent during the
        first three months of 1997, a 20 percent increase from the same period
        in 1996. The property operated with a positive cash flows of
        approximately $46,900 (excluding earthquake repair costs, depreciation
        and principal payments on the mortgage loan) during the first three
        months of 1997.

        Occupancy at the Willowbrook property averaged 92 percent during the
        first three months of 1997 and 1996. The property operated with a
        positive cash flow of approximately $69,000, (excluding depreciation and
        principal payments on the mortgage loan) during the first three months
        of 1997.

        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 January 1994. Included in liabilities as of March
        31, 1997 is approximately $500,000 related to the earthquake damages.
        The total estimated expenditures needed to repair the properties, net of
        the insurance recoveries in 1994 of $630,000, which nets to
        approximately $824,000, were expensed in 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.

        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 $863,000
        as of March 31, 1997. Included in payments to the affiliate of NAPICO
        was $121,357 paid under a contract for $121,607 entered into by the
        Partnership on February 22, 1996, after receiving competitive bids. The
        remaining earthquake work to be performed will be competitively bid.



                                       10



<PAGE>   13

                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1997


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
        Amended and Restated Certificate and Agreement of Limited Partnership
        Agreement Partnership, the Partnership is obligated to the general
        partner for a deferred acquisition fee for services rendered in
        connection with the selection, purchase, development, and management of
        the Partnership 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, 1997 was
        approximately $704,000.





                                       11



<PAGE>   14


                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1997


PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of March 31, 1997, the Partnership's corporate general partner is involved in
various lawsuits. None of these are 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.




                                       12



<PAGE>   15


                              REAL EQUITY PARTNERS
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1997


                                   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


                                     Date:__________________________________









                                       13






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         895,057
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,995,345
<PP&E>                                      32,370,981
<DEPRECIATION>                              13,285,987
<TOTAL-ASSETS>                              21,080,339
<CURRENT-LIABILITIES>                          884,223
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   5,403,294
<TOTAL-LIABILITY-AND-EQUITY>                21,080,330
<SALES>                                              0
<TOTAL-REVENUES>                             1,291,806
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               851,283
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,535
<INCOME-PRETAX>                                 78,023
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             78,023
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    78,023
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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