<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 JUNE 30, 1996
COMMISSION FILE NUMBER 2-94725
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 JUNE 30, 1996
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Balance Sheets, June 30, 1996 and December 31, 1995 . . . . . . 1
Statements of Operations,
Six and Three Months Ended June 30, 1996 and 1995 . . . 2
Statement of Partners' Equity (Deficiency),
Six Months Ended June 30, 1996 . . . . . . . . . . . . . 3
Statements of Cash Flows
Six Months Ended June 30, 1996 and 1995 . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE> 3
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
ASSETS
<TABLE>
<CAPTION>
1996 1995
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
RENTAL PROPERTY, at cost (Notes 1 and 3)
Land $ - $ 2,170,920
Buildings - 12,360,101
Furniture and equipment - 835,000
------------ ------------
- 15,366,021
Less accumulated depreciation - (4,430,896)
------------ ------------
- 10,935,125
------------ ------------
CASH AND CASH EQUIVALENTS (Note 1) 2,013,656 442,803
------------ ------------
RESTRICTED CASH (Note 1) - 5,236,780
------------ ------------
INVESTMENT IN LIMITED PARTNERSHIP (Note 2)
OTHER ASSETS:
Due from rental agent, including restricted
cash held for security deposits and reserves
of $68,163 at December 31, 1995 - 114,728
Other receivables and prepaid expenses (Note 5) 86,194 96,525
------------ ------------
86,194 211,253
------------ ------------
TOTAL ASSETS $ 2,099,850 $ 16,825,961
============ ============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Mortgage notes payable (Note 3) $ - $ 9,649,180
Accounts payable and accrued expenses (Notes 1 and 5) 2,700 406,383
Accrued interest payable (Note1) - 1,226,835
Liability for earthquake loss (Note 1 ) - 5,363,547
Tenant security deposits - 31,028
------------ ------------
2,700 16,676,973
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 5 and 6)
PARTNERS' EQUITY 2,097,150 148,988
------------ ------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 2,099,850 $ 16,825,961
============ ============
</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
SIX AND THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Six months Three months Six months Three months
ended ended ended ended
June 30, 1996 June 30, 1996 June 30, 1995 June 30, 1995
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
RENTAL OPERATIONS:
Revenues
Rental income $ 246,417 $ 62,817 $ 333,746 $ 169,668
Other income 7,050 1,672 17,131 8,156
------------ ------------ ------------ ------------
253,467 64,489 350,877 177,824
------------ ------------ ------------ ------------
Expenses
Operating expenses 178,621 53,221 240,541 87,288
Management fees - affiliate in 1995 (Note 5) 8,871 2,257 32,331 13,607
Depreciation 34,872 - 69,744 34,872
General and administrative expenses 12,180 2,211 19,720 10,460
Interest expense (Notes 1 and 3) 360,093 128,905 171,566 (62,934)
------------ ------------ ------------ ------------
594,637 186,594 533,902 83,293
------------ ------------ ------------ ------------
(Loss) income from rental operations (341,170) (122,105) (183,025) 94,531
------------ ------------ ------------ ------------
PARTNERSHIPS OPERATIONS:
Interest income ( Note 5 ) 119,825 24,465 11,430 10,682
------------ ------------ ------------ ------------
Expenses
General and administrative expenses 12,110 3,941 22,630 12,139
Professional fees (Note 5) 99,366 (18,115) 34,772 19,862
------------ ------------ ------------ ------------
111,476 (14,174) 57,402 32,001
------------ ------------ ------------ ------------
Loss from partnership operations 8,349 38,639 (45,972) (21,319)
------------ ------------ ------------ ------------
GAIN ON SALE OF RENTAL PROPERTIES 2,280,983 2,280,983 - -
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 1,948,162 $ 2,197,517 $ (228,997) $ 73,212
============ ============ ============ ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP INTEREST (Note 5) $ 91 $ 102 $ (11) $ 3
============ ============ ============ ============
</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)
SIX MONTHS ENDED JUNE 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS,
June 30, 1996 1 21,500 21,501
============ ============ ============
EQUITY (DEFICIENCY), January 1, 1996 $ (184,571) $ 333,559 $ 148,988
Net income for the six months
ended June 30, 1996 19,482 1,928,680 1,948,162
------------ ------------ ------------
EQUITY (DEFICIENCY), June 30, 1996 $ (165,089) $ 2,262,239 $ 2,097,150
============ ============ ============
</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
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,948,162 $ (228,997)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 34,872 69,742
Gain on sale of rental properties (2,280,983) -
Changes in operating assets and liabilities:
(Increase) decrease in:
Due from affiliated rental agent 114,728 23,385
Other receivables and prepaid expenses 10,331 1,120
(Decrease) increase in:
Accounts payable and accrued expenses (403,683) 1,833
Accrued interest payable (1,226,835) -
Tenant security deposit (31,028) -
------------ ------------
Net cash used in operating activities (1,834,436) (132,917)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in restricted cash 5,236,780 (21,935)
Decrease in liability for earthquake loss (5,363,547) 21,935
Proceeds from sale of rental properties 13,181,236 -
------------ ------------
Net cash provided by investing activities 13,054,469 -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage notes payable (9,649,180) (20,390)
------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,570,853 (153,307)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 442,803 659,440
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,013,656 $ 506,133
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for interest $ 56,446 $ 85,934
============ ============
</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
JUNE 30, 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 of REAL American Properties (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 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 June 30, 1996, and the results of
operations for the six and three months then ended and changes in cash
flows for the six months then ended.
ORGANIZATION
The Partnership was formed under the California Limited Partnership
Act on March 9, 1984. 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 owns 100 percent of NAPICO's stock. LB
I Group Inc. owns 100 percent of the stock of Real Estate Services
XIII Inc. 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. Two of the remaining buildings
were contributed to a separate unaffiliated limited partnership in
1992, and were subsequently sold by such limited partnership in 1995
as more particularly described in Note 2. The remaining two apartment
complexes were sold in April and May 1996. Accordingly, the
Partnership's sole assets as of June 30, 1996 consist of cash, a
contingent note receivable from the purchaser of the Partnership's
Northridge property, and an interest in a publicly traded real estate
investment trust described below. After the interest in the real
estate investment trust is converted to cash (Note 2), NAPICO intends
to cause the Partnership to dissolve in accordance with the
Partnership Agreement.
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 available for
distribution is allocated 90 percent to the limited partners as a
group and 10 percent to the general partners.
Net proceeds from sale or refinancing are distributed 100 percent to
the limited partners until they have received an amount equal to the
aggregate adjusted capital values, as defined, 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.
5
<PAGE> 8
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
There are no remaining rental properties owned by the Partnership,
therefore no rental property cost and depreciation is included in the
June 30, 1996 financial statements.
At December 31, 1995, the rental properties are stated at cost.
Depreciation was provided on the straight-line method over the
estimated useful lives of the buildings and equipment. The buildings
and furniture and equipment were depreciated over 30 years and 5
years, respectively.
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 operations of the property
were severely affected since the Los Angeles County building
inspectors declared the building unsafe for habitation. Accordingly,
the entire property was vacated and remained vacant since the
earthquake until the time of sale. The casualty insurance policy
insuring the Northridge property, covered to a limited extent property
damage and loss of rental income due to the earthquake. 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.
In May 1995, the Partnership received a final settlement payment from
its insurance company in the amount of $1,368,000 related to the
earthquake loss. This amount was held in an escrow account by the
Northridge property lender. Pursuant to the terms of the loan
documents between the Partnership and the lender, the lender had a
security interest in and other rights to the insurance proceeds. All
insurance proceeds were included in restricted cash and liability for
earthquake loss at December 31, 1995. Unpaid interest of $1,345,000
and property taxes of $354,000 relating to the Northridge property
were accrued as of December 31, 1995.
On May 15, 1996, the Partnership sold the Northridge property. The
Partnership realized a gain of approximately $1,837,000.
On April 19, 1996, the Partnership sold West Colonial Apartments for
$4,070,000 and realized and a gain of approximately $444,000.
6
<PAGE> 9
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 an affiliate of Equity Residential Properties, 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
controlled by the REIT, which, subject to certain conditions, are
convertible to cash or REIT stock, at the option of the REIT. Of the
net proceeds, the Partnership received an allocation of 23,524 shares,
with an approximate market value of $794,000, as of June 30, 1996.
The amount realized by the Partnership is subject to change due to
stock market fluctuations, since the limited partnership shares cannot
be redeemed for cash or REIT stock until August 1996 at the earliest.
The Partnership intends to redeem the limited partnership shares for
cash upon expiration of the redemption period, however, the REIT may
elect to redeem the units for REIT shares, in which event the
Partnership intends to cause the shares to be registered and sold in
accordance with applicable laws. The investment in the 843 South
Longmore Limited Partnership is being carried at a zero balance, and
no gain will be recognized until the limited partnership interest is
converted to cash.
NOTE 3 - MORTGAGE NOTES PAYABLE
The Partnership had three notes payable separately secured by its two
remaining properties as of December 31, 1995, as follows:
7
<PAGE> 10
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 3 - MORTGAGE NOTES PAYABLE (CONTINUED)
a. The Northridge property was encumbered as of December 31, 1995
by a first deed of trust 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 first note
bore interest at 9.25% per annum and was payable in monthly
installments of approximately $53,500. The entire balance of
the note was due and payable on or before August 1, 1996. The
Northridge second note bore interest at 10% per annum and was
payable in monthly installments of approximately $3,400. The
entire balance of the Northridge second note matured on
November 15, 1995. In February 1994, the Partnership ceased
making payments to both of the lenders with respect to the
Northridge property. Both the first and second notes were
repaid as disbursed upon the sale of the property in May 1996,
however, the second note was paid at a discount.
b. The West Colonial Apartments was encumbered by a first deed of
trust securing a note in the approximate principal balance of
$3,166,000 as of March 31, 1996. The note bore interest at
10.7% per annum and was payable in monthly installments of
approximately $32,000. The entire balance of the note was due
and payable on or before July 31, 1996. The loan was repaid
upon sale of the property on April 19, 1996.
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.
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
revenue for West Colonial through July 23, 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 $9,800 and $32,000 for the six months ended
June 30, 1996 and 1995, respectively. Included in these
management fees is approximately $9,800 with respect to the
Northridge property for the six months ended June 30, 1996
which was included in earthquake costs. On July 24, 1995,
management of West Colonial was transferred to an independent
property management firm. The management agreement was on a
month-to-month basis and provided for a management fee of 3.5%
of gross revenue, equal to $8,900 for the six months ended
June 30, 1996. Included in other receivables and prepaid
expenses at June 30, 1996 and December 31, 1995, is $86,194
due from the affiliated company of NAPICO that served as the
rental agent for a property that was owned by the Partnership.
8
<PAGE> 11
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996
NOTE 5 - RELATED PARTY TRANSACTIONS
b. The Partnership reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $4,196 and $6,293 for the six
months ended June 30, 1996 and 1995, respectively and is
included in the Partnership's operating expenses.
c. Under the terms of the Partnership Agreement, the Partnership
may be obligated to pay the general partners or their
affiliates a liquidation fee equal to 15% of the net proceeds
from sale or refinancing of a project. No part of such fee
shall be paid unless the limited partners have first received
certain amounts as stated in the Partnership Agreement.
d. Certain other fees may be payable to the general partners,
under certain circumstances, as stated in the Partnership
Agreement.
e. Pursuant to the Memorandum of Understanding entered into on
August 11, 1995, an affiliate of NAPICO, that served as the
management company for properties owned by the Partnership,
paid to the Partnership $66,706 in interest on May 1, 1996.
The interest relates to Partnership funds maintained in a
master disbursement account by the management company. The
interest is included in income for the three months ended
March 31, 1996.
f. In addition, the Partnership on May 1, 1996 reimbursed Real
Estate Services XIII Inc. $50,000 for professional fees, which
were paid on behalf of the Partnership in connection with
issues raised in the Memorandum of Understanding.
NOTE 6 - 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 NAPICO, 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. The carrying amount of assets
and liabilities reported on the balance sheets that require such
disclosure approximates fair value due to their short-term maturity.
9
<PAGE> 12
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
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's primary sources of funds are income from rental operations
and interest income on money market funds and certificates of deposit.
The Partnership acquired five apartment complexes since its inception, one of
which was foreclosed by the lender in 1993. In 1992, two of the remaining
buildings (the Del Coronado Properties) were contributed to 843 South Longmore
Limited Partnership, an unaffiliated limited partnership, and such buildings
were thereafter sold by said partnership for REIT shares in August of 1995.
The Partnership's remaining two apartment complexes of West Colonial and
Northridge were sold in April 1996 and May 1996, respectively.
In August 1995, the Del Coronado properties were sold by 843 South Longmore
Limited Partnership to an affiliate of Equity Residential Properties, 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 controlled by the
REIT, which, subject to certain conditions, are convertible to cash or REIT
stock, at the option of REIT. Of the net proceeds, the Partnership received an
allocation of 23,524 units, with an approximate market value of $794,000 as of
June 30, 1996. The amount realized by the Partnership is subject to change due
to stock market fluctuations, since the limited partnership units cannot be
redeemed for cash or REIT stock until August 1996 at the earliest. The
Partnership intends to redeem the limited partnership shares for cash; however,
the REIT may elect to redeem the units for REIT shares, in which event the
Partnership intends to cause such shares to be registered and sold in
accordance with applicable laws. The investment in 843 South Longmore Limited
Partnership is being carried at a zero balance, and no gain will be recognized
until the limited partnership interest is converted to cash.
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 West Colonial apartment project were leased on a month-to-month basis. The
Partnership's statements of operations included rental operations through the
day the properties were sold.
10
<PAGE> 13
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATION (CONTINUED)
On January 17, 1994, the Northridge rental property sustained major damage due
to the severe earthquake in the Los Angeles area. The operations of the
property were materially affected since the Los Angeles County building
inspectors declared the building unsafe for habitation. Accordingly, the
entire property was vacated and remained vacant from the earthquake until the
time of sale. The property insurance covered, to a limited extent, among other
things, property damage and loss of rentals as a result of the earthquake. 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 a related party of NAPICO.
In May 1995, the Partnership received a final settlement from its insurance
company in the amount of $1,368,000 related to the earthquake loss. This
amount was held in an escrow account by the Northridge property lender until
the time of sale. Pursuant to the terms of the loan documents between the
Partnership and the lender, the lender had a security interest in and other
rights to the insurance proceeds. All insurance proceeds were included in
restricted cash and liability for earthquake loss at December 31, 1995. Unpaid
interest of $1,345,000 and property taxes of $354,000 relating to the
Northridge property were accrued as of December 31, 1995.
On May 15, 1996, the Partnership sold the Northridge property. The Partnership
realized net proceeds of approximately $1,837,000, equal to the cash the
Partnership was able to retain from the restricted cash account. The
Partnership is entitled to additional proceeds under certain conditions.
On April 19, 1996, the Partnership sold West Colonial Apartments for $4,070,000
and realized gain of approximately $444,000.
Partnership operations consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not required
for investment in projects. Included in interest income for the six months
ended June 30, 1996 is $66,706 in interest related to funds maintained in the
master disbursement account and received on May 1, 1996, in accordance with the
Memorandum of Understanding (see "Legal Proceedings"). Operating expenses of
the Partnership consist substantially of recurring general and administrative
expenses and professional fees for services rendered to the Partnership.
Included in professional fees for the three months ended March 31, 1996 is
$50,000 paid to Real Estate Services XIII Inc. for professional fees paid on
behalf of the Partnership in connection with issues raised in the Memorandum of
Understanding (see "Legal Proceedings").
The Partnership did not make cash distributions during the first six months of
1996.
11
<PAGE> 14
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
As of December 31, 1995, NAPICO was a plaintiff or a defendant in several
lawsuits. None of these suits were related to the Partnership.
Real Estate Services XIII Inc., 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 and a
Supplement to Memorandum of Understanding dated April 30, 1996 (collectively
the "MOU"). In addition to establishing certain Partnership controls, the MOU
resolved and settled 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 Services
XIII Inc., the Partnership and others against, among others, NAPICO ("the
Lawsuit"). All parties entered into the MOU 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 MOU, the parties thereto have agreed, among other things, to
the following:
1. An analysis was prepared 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"), an affiliate of NAPICO. Based on the analysis,
on May 1, 1996, MMI paid to the Partnership $66,706 in
interest related to funds it maintained in the master
disbursement account.
2. The property management agreement for the Northridge property
by and between the Partnership and MMI, was extended until the
earlier of the commencement of reconstruction of the building
or the sale of the property to an unaffiliated third party,
subject to certain agreed-upon amendments. Since the property
was sold on May 15, 1996, such management agreement is no
longer in effect.
3. On May 1, 1996, the Partnership reimbursed Real Estate
Services XIII Inc. $50,000 for professional fees, which were
estimated to have been paid on behalf of the Partnership in
connection with issues raised in the MOU.
4. The Partnership has engaged an independent Cash Manager,
designated by Real Estate Services XIII Inc. 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 Services XIII Inc. and thereafter used by the Cash
Manager as a guide and control over Partnership operations.
12
<PAGE> 15
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS (CONTINUED):
5. Upon the uncured breach of certain provisions of the MOU, or
upon a future breach of NAPICO's fiduciary duties, Real Estate
Services XIII Inc. 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
13
<PAGE> 16
REAL AMERICAN PROPERTIES
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 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 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
14
<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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,013,656
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,099,850
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,099,850
<CURRENT-LIABILITIES> 2,700
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,097,150
<TOTAL-LIABILITY-AND-EQUITY> 2,099,850
<SALES> 0
<TOTAL-REVENUES> 2,654,275
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 346,020
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 360,093
<INCOME-PRETAX> 1,948,162
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,948,162
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,948,162
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
