<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 2-94725
REAL AMERICAN PROPERTIES
(FORMERLY, HUTTON/REAL AMERICAN PROPERTIES)
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3906164
9090 Wilshire Blvd., Suite 201
Beverly Hills, Calif. 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 AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. 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
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 3
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
1995 1994
ASSETS (Unaudited) (Audited)
------------ -----------
<S> <C> <C>
RENTAL PROPERTY, at cost
Land $ 2,170,920 $ 2,170,920
Buildings 12,360,101 12,360,101
Furniture and equipment 835,000 835,000
----------- -----------
15,366,021 15,366,021
Less accumulated depreciation (4,396,026) (4,291,410)
----------- -----------
10,969,995 11,074,611
----------- -----------
CASH AND CASH EQUIVALENTS 472,600 659,440
----------- -----------
RESTRICTED CASH 3,941,159 3,861,813
----------- -----------
INVESTMENT IN LIMITED PARTNERSHIP
OTHER ASSETS:
Due from affiliated rental agent 160,448 136,340
Other receivables and prepaid expenses 35,767 37,447
----------- -----------
196,215 173,787
----------- -----------
$15,579,969 $15,769,651
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Mortgage notes payable $ 9,660,028 $ 9,687,439
Accounts payable and accrued expenses 1,064,184 984,180
Tenant security deposits 26,132 26,132
Liability for earthquake loss 4,067,926 3,988,580
----------- -----------
14,818,270 14,686,331
PARTNERS' EQUITY 761,699 1,083,320
----------- -----------
$15,579,969 $15,769,651
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
REAL AMERICAN PROPERTIES
(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 $ 506,300 $ 172,554 $ 540,764 $163,194
Other income 23,360 6,229 31,472 7,154
--------- --------- ---------- --------
529,660 178,783 572,236 170,348
--------- --------- ---------- --------
Expenses
Operating expenses 373,972 133,431 327,610 67,708
Management fees-affiliate 24,663 (7,668) 30,328 8,217
Depreciation 104,616 34,872 104,613 34,871
General and administrative 27,790 8,070 34,112 10,744
Interest expense 256,949 85,383 263,454 86,430
Provision for earthquake loss - - 400,000 -
--------- --------- ---------- --------
787,990 254,088 1,160,117 207,970
--------- --------- ---------- --------
(Loss) income from rental operations (258,330) (75,305) (587,881) (37,622)
--------- --------- ---------- --------
PARTNERSHIP OPERATIONS
Interest and other income 15,427 3,997 26,008 19,760
--------- --------- ---------- --------
Expenses
General and administrative 34,105 11,475 32,592 6,835
Professional fees 44,613 9,842 25,083 3,212
--------- --------- ---------- --------
78,718 21,317 57,675 10,047
--------- --------- ---------- --------
Loss from partnership operations (63,291) (17,320) (31,667) 9,713
--------- --------- ---------- --------
NET (LOSS) INCOME $(321,621) $ (92,625) $ (619,548) $(27,909)
========== ========= ========== ========
NET LOSS PER LIMITED
PARTNERSHIP INTEREST $ (16) $ (5) $ (29) $ (1)
========== ========= ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
REAL AMERICAN PROPERTIES
(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
at September 30, 1995 21,500
==========
EQUITY (DEFICIENCY),
at January 1, 1995 $(175,228) $1,258,548 $1,083,320
Net loss for the nine months
ended September 30, 1995 (3,216) (318,405) (321,621)
--------- ---------- ----------
EQUITY (DEFICIENCY),
at September 30, 1995 $(178,444) $ 940,143 $ 761,699
========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
REAL AMERICAN PROPERTIES
(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 $(321,621) $ (619,548)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation 104,616 104,613
(Increase) decrease in:
Due from rental agent (24,108) 82,310
Other receivables and prepaid expenses 1,680 -
Increase (decrease) in:
Accounts payable and accrued expenses 80,004 46
Provision for earthquake loss - 400,000
--------- ----------
Net cash used in operating activities (159,429) (32,579)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Earthquake insurance proceeds - 3,476,238
Earthquake costs 79,346 (21,145)
--------- ----------
Net cash provided by investing activities 79,346 3,455,093
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable (27,411) (27,897)
Increase in restricted cash (79,346) -
-------- ----------
Net cash used in financing activities (106,757) (27,897)
--------- ----------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (186,840) 3,394,617
CASH AND CASH EQUIVALENTS, beginning of period 659,440 689,136
--------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 472,600 $4,083,753
========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
REAL AMERICAN PROPERTIES
(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 of REAL American Properties (the
"Partnership") (formerly Hutton/REAL American Properties). 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 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.
ORGANIZATION
The Partnership was formed under the California Limited Partnership
Act on March 9, 1984. The Partnership was formed to invest in a
diversified portfolio of five residential apartment projects, one of
which was foreclosed on by the lender in 1993. The general partners
are National Partnership Investments Corp. ("NAPICO"), a California
corporation, and Real Estate Services XIII Inc. ("Real Estate"), a
Delaware corporation. Casden Investment Corporation now owns 100
percent of NAPICO's stock.
The Partnership offered 45,000 limited partnership interests ("Units")
at $1,000 each, of which 21,500 were sold through a public offering.
The terms of the Partnership's Amended and Restated Certificate and
Agreement of Limited Partnership (the "Partnership Agreement")
provide, among other things, for allocation to the partners of
profits, losses and any special allocations with respect thereto.
Under the terms of the Partnership Agreement, cash from operations
available for distribution is to be distributed 90 percent to the
limited partners as a group and 10 percent to the general partners.
Net proceeds from sale or refinancing are to be distributed 100
percent to the limited partners until they have received an amount
equal to the aggregate adjusted capital values, as defined in the
Partnership Agreement, plus a cumulative non-compounded 8 percent
annual return. The balance is distributed 85 percent to the limited
partners and 15 percent to the general partners. Losses are allocated
99 percent to the limited partners and 1 percent to the general
partners.
5
<PAGE> 8
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RENTAL PROPERTY AND DEPRECIATION
Rental property is stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives of the buildings
and equipment.
<TABLE>
<CAPTION>
Asset Estimated Useful Lives
----- ----------------------
<S> <C>
Buildings 30 years
Furniture and equipment 5 years
</TABLE>
On January 17, 1994, the Partnership's property located in
Northridge, California sustained major damage due to the severe
earthquake in the Los Angeles area. The current operations of the
property have been severely affected since the Los Angeles County
building inspectors have declared the building unsafe for habitation.
Accordingly, the entire property has been vacated since the
earthquake. The property is covered by insurance, which covers to a
limited extent, among other things, property damage and loss of rental
income. In August 1994, a partial settlement for property damage in
the amount of approximately $3,909,000 was allocated to the
Partnership under a master umbrella insurance policy, covering
earthquake damage for this and other properties managed by an
affiliate of NAPICO. The amount of $3,941,159 is included in
restricted cash as of September 30, 1995, representing the insurance
proceeds of approximately $3,909,000 plus interest earned thereon of
$195,983, less earthquake related costs incurred of $163,824 (See
Note 5). In addition, the Partnership received on November 15, 1995
the remaining property damage insurance, of approximately $1,251,000
(net of the adjustor's fee of 8.5%) which has not been reflected in
the financial statements. At September 30, 1994, the Partnership
estimated the loss as a result of the earthquake damage to be
$400,000 which was adjusted to approximately $127,000 on the financial
statements as of December 31, 1994. This amount, along with the
insurance proceeds, is included in liability for earthquake loss on
the accompanying balance sheet as of September 30, 1995. In addition,
interest in the amount of approximately $596,000, relating to the
first and second mortgages on the Northridge property, and other costs
of approximately $291,000 have been accrued and included in accounts
payable and accrued expenses as of September 30, 1995. The second
mortgage expires on November 15, 1995 (See Note 3).
John Hancock Mutual Life Insurance Company ("Hancock"), who currently
holds the first deed of trust encumbering the Northridge property, has
demanded that the Partnership turn over the insurance proceeds
currently held by the Partnership to Hancock. Pursuant to the terms
of the loan documents between the Partnership and Hancock, Hancock has
a security interest in and other rights to the insurance proceeds.
The Partnership is currently negotiating with Hancock for a
modification of the terms of the Hancock loan and/or the possibility
of some other settlement or payoff of the Hancock loan, (including a
sale of the property) and the Partnership continues to analyze all
available alternatives. There can be no assurance, however, that the
Partnership will be able to reach any type of agreement or
understanding with Hancock, in which event Hancock could foreclose
upon the property and demand all or some of the insurance proceeds now
held by the Partnership. In the interim, the Partnership has received
approval by the Los Angeles Building Department for plans and
specifications for the reconstruction of the Property.
6
<PAGE> 9
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RENTAL PROPERTY AND DEPRECIATION (CONTINUED)
The Partnership is currently in negotiations with potential purchasers
of West Colonial Apartments, and the property is being marketed for a
price estimated between $4,000,000 and $4,200,000. The first
mortgage, with an approximate principal balance of $3,200,000, matures
January 31, 1996 and the Partnership is endeavoring to close the sale
prior to that date. However, there is no assurance that the
Partnership will be able to find a purchaser and consummate a sale
prior to such date, in which event the Partnership's lender could
commence a foreclosure action against the property.
Substantially all of the apartment units in the Partnership's
apartment projects are leased on a month-to-month basis.
NET LOSS PER LIMITED PARTNERSHIP INTEREST
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by 21,500, the number of limited
partnership interests outstanding for the periods presented.
AMORTIZATION OF LOAN FEES
Loan fees are being amortized on the straight-line method over a
fifteen-year period.
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 - INVESTMENT IN LIMITED PARTNERSHIP
In September 1992, the Partnership completed an exchange transaction
involving the Del Coronado I and II properties. The Partnership
transferred the Del Coronado properties to an unaffiliated Arizona
limited partnership, 843 South Longmore Limited Partnership, in
exchange for a subordinated 20 percent limited partnership interest in
843 South Longmore Limited Partnership. In August 1995, the Del
Coronado properties were sold by 843 South Longmore Limited
Partnership to a publicly held Real Estate Investment Trust ("REIT").
The net proceeds of $5,682,262 paid to 843 South Longmore Limited
Partnership was in the form of limited partnership interests in the
operating partnership of ERPT, which are convertible to cash or ERPT
REIT stock. Of the net proceeds, the Partnership is to receive an
allocation of 23,524 shares with an approximate value of $682,196,
which may be subject to change due to stock market fluctuations, since
7
<PAGE> 10
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1995
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIP (CONTINUED)
the limited partnership shares cannot be redeemed for cash or REIT
stock until August 1996. The Partnership intends to redeem the
limited partnership shares for cash upon expiration of the redemption
period. The REIT stock currently trades at approximately $29 on the
New York Stock Exchange under the symbol EQR.The investment in the 843
South Longmore Limited Partnership is being carried at a zero balance.
NOTE 3 - MORTGAGE NOTES PAYABLE
The Partnership has three notes payable separately secured by its two
remaining properties as of September 30, 1995, as follows:
a. The Northridge property is encumbered as of September 30, 1995
by a first deed of trust in favor of Hancock securing a note
in the approximate principal balance of $6,073,000, and a
second deed of trust in the approximate principal balance of
$410,000. The Hancock note bears interest at 9.25% per annum
and is payable in monthly installments of approxiatmely
$53,500. The entire balance of the Hancock note is due and
payable on or before August 1, 1996. The Northridge second
note bears interest at 10% per annum and is payable in monthly
installments of approximately $3,400. The entire balance of
the Northridge second note matured on November 15, 1995 and is
currently due and payable. In February 1994, the Partnership
ceased making payments to both of the lenders with respect to
the Northridge property, pending negotiations regarding the
severe earthquake damage sustained at the property in the
January 17, 1994 earthquake. The Partnership is continuing
negotiations with the second mortgage lender to either extend
the maturity date of the loan or a discount payoff. There
can be no assurance that the Partnership will be able to
achieve any successful resolution of modifying the terms of
the loans secured by the Northridge Property, in which event
the lenders may initiate foreclosure upon the property and
claim some or all of the insurance proceeds now held by the
Partnership. (See Note 1 above for a discussion of the
negotiations with Hancock).
b. The West Colonial Apartments is encumbered by a first deed of
trust securing a note in the approximate principal balance of
$3,177,000 as of September 30, 1995. The note bears interest
at 10.7% per annum and is payable in monthly installments of
approximately $3,000. The entire balance of the note is due
and payable on or before January 31, 1996. The Partnership is
currently marketing the West Colonial property for sale, and
hopes to be able to consummate a sale of the property prior to
the loan maturity; however, there can be no assurance that a
sale will materialize or that it will be consummated prior to
the scheduled loan maturity.
NOTE 4 - 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.
8
<PAGE> 11
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1995
NOTE 5 - RELATED PARTY TRANSACTIONS
a. The Partnership had entered into agreements with an affiliate
of NAPICO to manage the operations of the West Colonial and
Northridge rental properties owned by the Partnership. The
agreements were on a month-to-month basis and provided, among
other things, for a management fee equal to 5% of gross
rentals and other collections for West Colonial through July
24, 1995 and approximately $2,450 per month, as compensation
for continuing property management services and reconstruction
oversight at the Northridge property damaged by the
earthquake. Management fees charged by the NAPICO affiliate
under these agreements were approximately $47,000 and $50,000
for the nine months ended September 30, 1995 and 1994,
respectively. Included in these management fees is
approximately $22,000 and $20,000 for the nine months ended
September 30, 1995 and 1994, respectively, which were included
in earthquake costs for the periods. As of July 24, 1995,
management of West Colonial was transferred to an independent
property management firm. Management of Northridge will be
transferred to an independent management firm upon
commencement of reconstruction.
b. The Partnership reimburses NAPICO for certain expenses. The
reimbursement to NAPICO of $9,440 was paid and included in the
Partnership's operating expenses in the first nine months of
1995.
c. An affiliate of the Managing General Partner performed certain
earthquake related services, which totalled approximately
$84,000 as of September 30, 1995, (Note 1) including
approximately $49,000 under the management contract discussed
above.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Under the terms of the Partnership Agreement, the Partnership may be
obligated to the General Partners or their affiliates for the
following fees:
a. A liquidation fee equal to 15 percent of the net proceeds from
sale or refinancing of a project. No part of such fee shall
be paid unless and until the Limited Partners have first
received certain priority returns as stated in the Partnership
Agreement.
b. Certain other fees may be payable, under certain
circumstances, as described in the Prospectus and the
Partnership Agreement.
NOTE 7 - LITIGATION
NAPICO 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 NAPICO, the
claims will not result in any material liability to the Partnership.
9
<PAGE> 12
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1995
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
The Partnership received a total of $10,750,000 in subscriptions for units of
limited partnership interests (at $1,000 per unit) during the period September
12, 1985 to February 28, 1986, pursuant to a registration statement on Form
S-11. $10,750,000 in subscriptions were received pursuant to the exercise of
warrants and the sale of additional limited partnership interests from April 1,
1986 to May 31, 1986.
The Partnership acquired five apartment complexes since its inception, two of
which were contributed to a separate limited partnership in 1992 and thereafter
sold for REIT shares in August of 1995, and one of which was foreclosed by the
lender in 1993. The Partnership remains invested in two apartment complexes,
one of which was severely damaged in the January 17, 1994 earthquake.
The Partnership's primary sources of funds are income from rental operations
and interest income on money market funds and certificates of deposit.
In 1994 and 1993, the Partnership advanced funds to partially cover the
operating deficits of the West Colonial property in the amount of $16,000 and
$35,000, respectively. Such advances have been funded from the Partnership's
working capital reserve. The Partnership anticipates advancing approximately
$72,000 prior to year-end for payment of property taxes at West Colonial.
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.
On January 17, 1994, the Partnership's property located in Northridge,
California sustained major damage due to the severe earthquake in the Los
Angeles area. The current operations of the property have been severely
affected since the Los Angeles County building inspectors have declared the
building unsafe for habitation. Accordingly, the entire property has been
vacated since the earthquake. The property is covered by insurance, which
covers to a limited extent, among other things, property damage and loss of
rental income. In August 1994, a partial settlement for property damage in the
amount of approximately $3,909,000 was allocated to the Partnership under a
master umbrella insurance policy, covering earthquake damage for this and other
properties managed by an affiliate of NAPICO. The amount of $3,941,159 is
included in restricted cash as of September 30, 1995, representing the
insurance proceeds of approximately $3,909,000 plus interest earned thereon of
$195,983, less earthquake related costs incurred of $163,824 (Note 5). In
addition, the Partnership received on November 15, 1995 the remaining property
damage insurance, approximately $1,251,000 (net of the adjustor's fee of 8.5%)
which has not been reflected in the financial statements. At September 30,
1994, the Partnership estimated the loss as a result of the earthquake damage
to be $400,000 which was adjusted to approximately $127,000 on the financial
statements as of December 31, 1994. This amount, along with the insurance
proceeds, is included in liability for earthquake loss on the accompanying
balance sheet as of September 30, 1995. In addition, interest in the amount of
approximately $596,000, relating to the first and second mortgages on the
Northridge property, and other costs of approximately $291,000 have been
accrued and
10
<PAGE> 13
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1995
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
included in accounts payable and accrued expenses as of September 30, 1995.
The second mortgage expires on November 15, 1995 (See Note 3).
John Hancock Mutual Life Insurance Company ("Hancock"), who currently holds the
first deed of trust encumbering the Northridge property, has demanded that the
Partnership turn over the insurance proceeds currently held by the Partnership
to Hancock. Pursuant to the terms of the loan documents between the
Partnership and Hancock, Hancock has a security interest in and other rights to
the insurance proceeds. The Partnership is currently negotiating with Hancock
for a modification of the terms of the Hancock loan and/or the possibility of
some other settlement or payoff of the Hancock loan, (including a sale of the
property) and the Partnership continues to analyze all available alternatives.
There can be no assurance, however, that the Partnership will be able to reach
any type of agreement or understanding with Hancock, in which event Hancock
could foreclose upon the property and demand all or some of the insurance
proceeds now held by the Partnership. In the interim, the Partnership has
received approval by the Los Angeles Building Department for plans and
specifications for the reconstruction of the Property.
Occupancy at West Colonial Village averaged 92 percent during the first nine
months of 1995, a 2 percent decrease in occupancy compared to the same period
in 1994. The property operated at a deficit of approximately $38,000
(excluding depreciation and principal payments on the mortgage), during the
first nine months of 1995, after accruing property tax expense for the nine
months ended September 30, 1995. See "Capital Resources and Liquidity." In
July 1995, the Partnership engaged an independent real estate brokerage firm to
market West Colonial Village for sale. The Partnership is currently in
negotiations with potential purchasers of West Colonial Apartments. The
property is being marketed for a price estimated between $4,000,000 and
$4,200,000. The first mortgage with an approximate principal balance of
$3,200,000, matures on January 31, 1996 and the Partnership is endeavoring to
close the sale prior to that date. However, there can be no assurance that a
sale will materialize or that it will be able to be consummated prior to the
scheduled loan maturity. The Partnership continues to explore other possible
avenues to satisfy this loan at maturity.
In September 1992, the Partnership completed an exchange transaction involving
the Del Coronado I and II properties. The Partnership transferred the Del
Coronado properties to an unaffiliated Arizona limited partnership, 843 South
Longmore Limited Partnership, in exchange for a subordinated 20 percent limited
partnership interest in 843 South Longmore Limited Partnership. In August
1995, the Del Coronado properties were sold by 843 South Longmore Limited
Partnership to a publicly held Real Estate Investment Trust ("REIT"). The net
proceeds of $5,682,262 paid to 843 South Longmore Limited Partnership was in
the form of limited partnership interests in the operating partnership of ERPT,
which are convertible to cash or ERPT REIT stock. Of the net proceeds, the
Partnership is to receive an allocation of 23,524 shares with an approximate
value of $682,196, which may be subject to change due to stock market
fluctuations, since the limited partnership shares cannot be redeemed for cash
or REIT stock until August 1996. The Partnership intends to redeem the limited
partnership shares for cash upon expiration of the redemption period. The REIT
stock currently trades at approximately $29 on the New York Stock Exchange
under the symbol EQR.The investment in the 843 South Longmore Limited
Partnership is being carried at a zero balance.
11
<PAGE> 14
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1995
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Partnership operations consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not required
for investment in projects. Operating expenses of the Partnership consist
substantially of recurring general and administrative expenses and professional
fees for services rendered to the Partnership.
The Partnership did not make cash distributions during the first nine months of
1995 and does not anticipate making any cash distributions in the future.
12
<PAGE> 15
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1995
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Real Estate, a General Partner of the Partnership and certain of its
affiliates, on their own behalf and on behalf of the Partnership and certain
other partnerships with which they are associated (collectively, the "Plaintiff
Partnerships") and NAPICO and certain of its affiliates, have entered into a
Memorandum of Understanding dated August 11, 1995. In addition to establishing
certain Partnership controls, the Memorandum of Understanding resolves and
settles various management and control issues which were under discussion for
some time and various claims which were raised in a lawsuit filed in the Los
Angeles Superior Court on June 9, 1995 by Real Estate, the Partnership and
others against NAPICO, among others ("the Lawsuit"). All parties entered into
the Memorandum of Understanding without any admission of wrongdoing or
liability by any defendant as to any claim in the Lawsuit, in a desire to avoid
continued litigation that would be expensive, time consuming and complex.
By virtue of the Memorandum of Understanding, the parties thereto have agreed,
among other things, that:
1. NAPICO has agreed to allow the accounting firm of Price
Waterhouse to complete its analysis of the books and records
of the Partnership including an analysis of the books and
records of the master disbursement account maintained by the
Partnership's property management company, Mayer Management,
Inc. ("MMI"). NAPICO has also agreed that it and its
affiliates, including MMI, will pay to the Partnership any
amounts (with interest thereon) properly determined to be owed
to the Partnership as a result of the Price Waterhouse
analysis.
2. The management of the West Colonial property will be performed
by HSC Real Estate Inc., a management company unaffiliated
with NAPICO pursuant to the Property Management Agreement
dated July 24, 1995, subject to certain agreed-upon
amendments.
3. The existing Property Management Agreement for the Northridge
property by and between the Partnership and MMI, shall be
extended until the earlier of the commencement of
reconstruction of the building or a the sale of the property
to an unaffiliated third party, subject to certain agreed-upon
amendments.
4. The Partnership will continue to retain Deloitte & Touche as
the Partnership's auditors for 1995, but will solicit
competitive bids from at least three Big Six accounting firms
for the Partnership's audit work beginning with fiscal year
1996 and at least every three (3) years thereafter.
5. The Partnership will employ an independent Cash Manager,
designated by Real Estate and approved by NAPICO, to perform
cash management services, including maintenance of the
Partnership's bank accounts and reserves, payment of property
management fees and other accounts payable, payments to
affiliates of NAPICO and payment of cash distributions, if
any, to the Limited Partners. NAPICO has agreed to prepare
detailed annual budgets to be approved by Real Estate and
thereafter used by the Cash Manager as a guide and control
over Partnership operations.
13
<PAGE> 16
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1995
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS (CONTINUED)
6. The parties to the Memorandum of Understanding have agreed to
enter into a formal Settlement Agreement and, concurrently
therewith, (a) the plaintiffs in the Lawsuit will execute a
special release of the defendants with respect to the
allegations contained in the Lawsuit, (b) the defendants in
the Lawsuit will execute a special release of each plaintiff
in the Lawsuit that is a general partner of a Plaintiff
Partnership with respect to all claims which would have been
compulsory counterclaims thereunder, and (c) the defendants
will execute a special release of any claims, other than those
regarding specifically scheduled contractual relations, which
any defendant may have against this Partnership or any of the
other Plaintiff Partnerships.
7. Upon the uncured breach of certain provisions of the
Memorandum of Understanding, or upon a future breach of
NAPICO's fiduciary duties, Real Estate may cause NAPICO to
resign as a general partner of the Partnership and become a
limited partner thereof.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of item 601 of
regulation S-K
14
<PAGE> 17
REAL AMERICAN PROPERTIES
(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 AMERICAN PROPERTIES
(a California limited partnership)
By: National Partnership Investments Corp.
a General Partner
Date: ___________________________________
By: _____________________________________
Bruce Nelson
President
Date: ___________________________________
By: _____________________________________
Shawn Horwitz
Executive Vice President and
Chief Financial Officer
15
<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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 472,600
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 668,815
<PP&E> 15,366,021
<DEPRECIATION> 4,396,026
<TOTAL-ASSETS> 15,579,969
<CURRENT-LIABILITIES> 1,064,184
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 761,699
<TOTAL-LIABILITY-AND-EQUITY> 15,579,969
<SALES> 0
<TOTAL-REVENUES> 545,087
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 609,759
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 256,949
<INCOME-PRETAX> (321,621)
<INCOME-TAX> 0
<INCOME-CONTINUING> (321,621)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (321,621)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
