U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
( X ) QUARTERLY REPORT UNDER SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
( ) TRANSITION REPORT UNDER SECTION 13
OR 15(D) OF THE EXCHANGE ACT
For the transition period from to
Commission File Number: 01-14453
National Real Estate Limited Partnership Income Properties
(Exact name of small business issuer as specified in its
charter)
Wisconsin 39-1503893
(State or other jurisdiction of (I.R.S. Employer
ofincorporation or organization) Identification Number)
1155 Quail Court, Pewaukee, Wisconsin 53702-3703
(Address of principal executive offices)
(262) 695-1400
(Issuer's telephone number, including area code)
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - N/A - - - - - - - - - - - - - - - - - - - - - -
- - - - - -
(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) filed all reports required
to be filed by Sections 13 or 15(d) of the Exchange Act
during the past 12 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
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Balance Sheet (unaudited) - June 30, 2000,
and December 31, 1999...........................................2
Statement of Operations (unaudited) - Three and Six months
ended June 30, 2000, and 1999...................................3
Statement of Changes in Partners= Capital (unaudited) -
Six months ended June 30, 2000, and 1999........................4
Statement of Cash Flows (unaudited) -
Six months ended June 30, 2000, and 1999........................5
Notes to Financial Statements (unaudited).......................6
Management's Discussion and Analysis of Financial
Condition and Results of Operation......................7-8
PART II. OTHER INFORMATION AND SIGNATURES
Item 1. Legal Proceedings....................................9-10
Item 2. Changes in Securities and Use of Proceeds..............10
Item 3. Defaults Upon Senior Securities........................10
Item 4. Submission of Matters to a Vote of Security
Holders........................................................10
Item 5. Other Information......................................10
Item 6. Exhibits and Reports on Form 8-K.......................10
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PART I. FINANCIAL INFORMATION
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(A WISCONSIN LIMITED PARTNERSHIP)
BALANCE SHEET
(UNAUDITED)
JUNE 30, 2000 DECEMBER
31, 1999
ASSETS
Cash and cash equivalents $336,832 $806,382
Other assets 92,346 16,034
Investment properties, at cost
Land 568,848 568,848
Buildings and improvements 4,324,905 4,324,905
--------- ---------
4,893,753 4,893,753
Less accumulated depreciation 2,065,873 1,993,965
--------- ---------
2,827,880 2,899,788
--------- ---------
$3,257,058 $3,722,204
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accrued expenses and
other liabilities $50,811 $59,444
Tenant security deposits 4,423 4,003
Rents Received in advance 45,876 38,299
Accrued interest to individual
General Partner 56,368 39,118
Note payable to individual
General Partner (Note 5) 271,020 271,020
------- -------
428,498 411,884
PARNERS' CAPITAL (DEFICIT):
General Partners (155,278)
(140,824)
Limited Partners 3,005,509 3,472,815
--------- ---------
(authorized-10,000 Interests;
outstanding-9,034.01 Interests)
Less 29.86 Interests held in
Treasury (21,671)
(21,671)
------- -------
2,828,560 3,310,320
--------- ---------
$3,257,058 $3,722,204
========== ==========
SEE NOTES TO FINANCIAL STATEMENTS.
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NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(A WISCONSIN LIMITED PARTNERSHIP)
STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS
ENDED
JUNE 30, JUNE 30,
2000 1999 2000
1999
INCOME
Operating income $199,983 $234,547 $405,186
$483,391
-------- -------- --------
--------
Total income 199,983 234,547 405,186
483,391
OPERATING EXPENSES
Operating expenses 86,400 113,190 162,413
226,253
Administrative expense 52,730 57,429 105,071
106,967
Depreciation 35,450 53,174 71,908
105,833
Interest expense 8,840 23,760 17,250
47,357
------ ------ ------
------
Total expenses 183,420 247,553 356,642
486,410
------- ------- -------
--------
INCOME (LOSS) FROM OPERATIONS 16,563 (13,006) 48,544
(3,019)
OTHER INCOME (EXPENSES):
Interest income 6,929 11,137 17,372
21,177
----- ------ ------
------
NET INCOME (LOSS) $23,492 1,869 $65,916
$18,158
======= ===== =======
=======
Net Income (Loss) attributable
to General Partners (3%) $704 ($56) $1,977
$545
Net Income (Loss) attributable
Limited Partners (97%) $22,788 ($1,813) $63,939
$17,613
Per Limited Partnership $2.53 ($0.20) $7.10
$1.96
Interest outstanding- ===== ======= =====
=====
9,004.15
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SEE NOTES TO FINANCIAL STATEMENTS.
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(A WISCONSIN LIMITED PARTNERSHIP)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED)
June 30, 2000
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Limited General Interests Held
Partners Partners in Treasury
Total
Six Months Ended
June 30, 2000
----------------
Partners' Capital,
beginning of period $3,472,815 ($140,834) ($21,671)
$3,310,320
Distributions (531,245) (16,431)
(547,676)
Net Income 63,939 1,977
65,916
------ ----- -----
------
Partners' Capital,
end of period $3,005,509 ($155,278) ($21,671)
$2,828,560
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Six Months Ended
June 30, 1999
----------------
Partners' Capital,
beginning of period $4,087,304 ($121,819) ($21,671)
$3,943,814
Distributions (180,083) (5,570)
(185,653)
Net Income 17,613 545
18,158
------ --- ------
------
Partners' Capital,
end of period $3,924,834 ($126,844) ($21,671)
$3,776,560
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SEE NOTES TO FINANCIAL STATEMENTS.
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NATIONAL REAL ESTATE LIMITED PARTNERSHIP
INCOME PROPERTIES
(A WISCONSIN LIMITED PARTNERSHIP)
STATEMENT OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
2000 1999
OPERATING ACTIVITIES
Net income for the period $65,916 $18,158
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation 71,908 105,833
Changes in operating assets
and liabilities:
Other assets (76,312) 17,708
Rents received in advance 7,577 (8,932)
Accrued expenses and
other liabilities 8,617 42,768
Tenant security deposits 420 20
--- --
NET CASH PROVIDED BY OPERATING
ACTIVITIES 78,126 175,555
INVESTING ACTIVITY:
Additions to investment
property 0 (26,449)
FINANCING ACTIVITIES:
Distributions to partners (547,676) (185,653)
------- -------
INCREASE (DECREASE) IN CASH (469,540) (36,547)
------- ------
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 806,382 838,841
------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $336,832 $802,294
SEE NOTES TO FINANCIAL STATEMENTS.
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NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(A WISCONSIN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
1. In the opinion of the General Partners, the accompanying
unaudited
financial statements contain all adjustments (consisting
of normal
recurring accruals) which are necessary for a fair
presentation.
The statements, which do not include all of the
information and
footnotes required by generally accepted accounting
principles
for complete financial statements, should be read in
conjunction
with the National Real Estate Limited Partnership Income
Properties annual report for the year ended December 31,
1999
(refer to the footnotes of those statements for
additional details
of the Partnership's financial condition). The operating
results
for the period ended June 30, 2000 may not be indicative
of the
operating results for the entire year.
2. National Real Estate Limited Partnership Income
Properties (the
"Partnership" was organized under the Wisconsin Uniform
Limited
Partnership Act pursuant to a Certificate of Limited
Partnership
dated December 18, 1984, for the purpose of investing in
residential, commercial, and industrial real properties.
John Vishnevsky and National Development and
Investment,Inc.,
contributed the sum of $6,000 to the Partnership as General
Partners. The Limited Partnership Agreement authorized the
issuance of 10,000 Limited Partnership Interests (the
"Interests")
at $1,000 per Interest with the offering period commencing
January 31, 1985. Upon conclusion of the offering in
December
1986, the Partnership had raised $9,024,556 in capital
representing 9,034.01 Interests.
3. NATIONAL REALTY MANAGEMENT, INC. (NRMI): The Partnership
incurred
property management fees of $24,331 under an agreement
with NRMI
for the six month period ended June 30, 2000. The
Partnership
also incurred $17,177 in the first half of 2000 for the
reimbursement of accounting and administrative expenses
incurred
by NRMI on behalf of the Partnership.
The Partnership subleases a portion of common area office
space
from NRMI under terms of a lease which expires on August
31, 2002.
During the first half of 2000, the Partnership incurred
lease fees
that totaled $5,722, which represents the Partnership=s
prorata
portion, based upon space occupied, of NRMI's monthly rental
obligation.
4. NATIONAL DEVELOPMENT AND INVESTMENT, INC. (NDII): The
Partnership
incurred NDII fees totaling $74,752 for administrative
expenses
incurred on behalf of the Partnership for the first half
of 2000.
5. As outlined in the prospectus, the General Partners
agreed to make
loans to the Partnership up to an aggregate of 3% of the
gross
proceeds of the offering to the extent necessary to provide
distributions to the limited partners at annualized rates
equal to
8% in 1985, 8.25% in 1986, and 8.5% in 1987. The loan
will be
repaid solely from sales proceeds, with compounding
interest equal
to the cost of funds or 12%, whichever is lower. As of
June 30,
2000, interest totaling $56,368 has accrued.
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(A WISCONSIN LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
JUNE 30, 2000
The Partnership currently owns and operates three investment
properties;
Tuscon Lock-It Lockers, a 49,865 net rentable square foot mini
warehouse
complex in Tuscon, Arizona; Phoenix Lock-It Lockers, a 62,016 net
rentable
square foot mini warehouse complex in Phoenix, Arizona; and a
portion of Cave
Creek Lock-It Lockers containing 8,200 of 46,000 net rentable square
feet in
Phoenix, Arizona.
National Real Estate Limited Partnership Income Properties-II
("NRELPIP-II")
owns the remaining portion of Cave Creek Lock-It Lockers.
NRELPIP-II is a
Wisconsin limited partnership, affiliated with the General Partners.
Occupancy based upon net rentable square feet for the second half of
2000
averaged 89.6% for Tuscon Lock-It Lockers; 90.79% for Phoenix Lock-It
Lockers; and 91.36% for Cave Creek Lock-It Lockers. This compares
to an
average of 92.10% for Tuscon Lock-It Lockers; 90.76% for Phoenix
Lock-It
Lockers; and 89.49% for Cave Creek Lock-It Lockers during the same
period of
1999.
SIX MONTHS ENDED JUNE 30, 2000, AND 1999
----------------------------------------
Net income increased $47,758 from $18,158 for the period ended June
30, 1999,
to $65,916 for the period ended June 30, 2000. This increase was
due to,
in part, a decrease in total expenses of $129,768, netted with a
decrease in
total income of $78,205.
The decrease in expenses of $129,768 was primarily due to a $63,840
decrease
in operating expenses, a $33,925 decrease in depreciation expense
and a
$30,107 decrease in interest expense.
The $63,840 decrease in operating expenses was primarily due to the
sale of
Northridge Commons in December of 1999, the timing of advertising
rental
guide payments and1999 exterior painting at Cave Creek Lock-It
Lockers and
1999 HVAC repairs at Phoenix and Tuscon Lock-It Lockers.
The $33,925 decrease in depreciation expense was due to the sale of
Northridge Commons.
The $30,107 decrease in interest expense was due to the significant
paydown
of the note payable to the individual General Partner due to the
sale of
Northridge Commons.
The decrease in total income of $78,205 was due to the sale of
Northridge
Commons.
Net cash used during the first half of 2000 was $469,548 as compared
to net
cash used during the first half of 1999 of $36,547. This difference
was due
to, in part, an increase in cash distributions of $362,023. Cash
distributions for the periods ended June 30, 2000 and June 30, 1999
were
$547,676 and $185,653, respectively. These distributions were
allocated, as
required, 97% to the Limited Partners and 3% to the General Partners.
THREE MONTHS ENDED JUNE 30, 2000, AND 1999
------------------------------------------
Net income increased $25,361 from a ($1,869) net loss for the period
ended
June 30, 1999, to $23,492 for the period ended June 30, 2000. This
increase
was due to, in part, a decrease in total expenses of $64,113, netted
with a
decrease in total income of $34,564, and a decrease in interest
income of
$4,208.
The decrease in expenses of $64,113 was due to, in part, a $26,790
decrease
in operating expenses, a $17,724 decrease in depreciation expense
and a
$14,920 decrease in interest expense.
The $26,790 decrease in operating expenses was due to, in part, the
sale of
Northridge Commons, the timing of advertising rental guide payments,
1999
exterior painting at Cave Creek Lock-It Lockers and 1999 HVAC
repairs at
Phoenix and Tuscon Lock-It Lockers.
The $17,724 decrease in depreciation expense was due to the sale of
Northridge Commons.
The $14,920 decrease in interest expense was due to the significant
paydown
of the note payable to the individual General Partner due to the
sale of
Northridge Commons.
The decrease in total income of $34,564 was due to the sale of
Northridge
Commons.
The decrease in interest income of $4,208 was due to a significant
reduction
in the money market account due to large distribution payouts in 2000.
PART II. OTHER INFORMATION AND SIGNATURES
ITEM 1. LEGAL PROCEEDINGS
On May 15, 1999, the general partners, the property management company
(NRMI), and other entities and individuals were named as defendants
in a
lawsuit. The Partnership was not included in the original lawsuit
but was
later added to the action as a nominal defendant. The plaintiff's
sought to
have this action certified as a class action lawsuit. In the
complaint, the
plaintiff's allege, among other things, breach of contract, fraud,
misrepresentation, breach of fiduciary duty, negligence, excessive fee
charges, and theft. Judgment is being sought against the defendants
to wind
up and dissolve the partnerships. On or about March 16, 2000, the
parties
to the litigation with the exception of the defendant Wolf & Company
entered
into a Stipulation of Settlement.
Based upon the Stipulation, on April 27, 2000, the Circuit Court of
Waukesha
County held a hearing which certified the case as a class action and
approved
terms of a settlement. The Partnership was named as a party in the
Stipulation of Settlement. The more significant terms of the
stipulation of
settlement are as follows:
An independent marketing agent will be appointed to market and
sell
the Partnership investment property. However, any offer to
purchase
the property would not be accepted without first obtaining
approval
from a majority interest of the limited partners. Final
distributions
of the net proceeds received from a sale of the Partnership's
investment property would be made in accordance with the
term's of
the Partnership's limited partnership agreement and
prospectus, and
upon providing 20-day notice to the plaintiff's attorney. Net
proceeds will first be applied to pay plaintiff's counsel's legal
fees, expenses and costs, with interest thereon.
Distributions to limited partners would continue to be made in
accordance with the limited partnership agreement. However, upon
final settlement of the lawsuit, distributions would be increased
to the extent that sufficient reserves have been established to
support normal partnership operations and the wind-up of
Partnership
affairs upon the sale of the investment property. Any such
additional distributions would be made within 30 days of the
final
settlement of the lawsuit.
NRMI and the general partners shall continue to provide
management
and consulting services to the Partnership under the same
terms and
conditions currently provided under existing contracts, until the
investment property is sold and assets liquidated, and the
Partnership
entity dissolved. NRMI will also be the listing broker for
the sale
of the Partnership property.
The plaintiff's claims made against NRMI, the general
partners, and
other related parties for excessive charging of expenses to the
defendant partnerships, including the Partnership, would be
settled
through binding arbitration. Any such expenses disallowed
through
arbitration shall be reimbursed to the defendant partnerships.
At the April 27, 2000 hearing, the lawsuit was certified as a
"non-opt out"
class-action lawsuit, in which all limited partners of the
Partnership are
required to be included in the settlement class of this litigation.
At the April 27, 2000 hearing, the Court ruled that plaintiff's
counsel's
attorney fees would be one third of the difference between the
"secondary
market value" of the Partnership interests and the total funds
available for
distribution to the limited partners after payment of all Partnership
obligations.
On June 20, 2000, the Court entered a judgment based upon its April
27th
decision. Thereafter, on July 21, 2000, the Court held a hearing on
the
plaintiff's Motion for Enforcement of the Court Approved Settlement
and in
Support of Sanctions. The outcome of the hearing was that the Court
granted
sanctions totaling $437,000.00 against the defendants and their
counsel for
delaying the appointment of the Partnership Representative and the
arbitrators. The Court took under advisement the remaining open issue
regarding the secondary market value for computing the plaintiffs'
counsels
attorney fees until the arbitration proceedings are completed and the
Partnerships' properties are sold. A motion for Reconsideration of the
sanctions has been filed with the Court and is set for hearing on
September 25, 2000.
On August 2, 2000, the defendants filed an appeal from that portion
of the
judgment determining the method for computing the plaintiff's counsels
attorney fees. Based on the events to date, it is not possible to
determine
the final outcome of the litigation, or the amount of any potential
monetary
impact to the Partnership. Therefore, no provision for any such
financial
impact arising from the lawsuit has been made in these financial
statements.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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.
National Real Estate Limited
Partnership
Income Properties
----------------------------------------
(Registrant)
Date /S/August 2, 2000 /S/ John Vishnevsky
-----------------------------
----------------------------------------
John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and
Investment, Inc.
Corporate General Partner
Date /S/August 2, 2000 /S/ John Vishnevsky
----------------------------
----------------------------------------
John Vishnevsky
Chief Financial and Accounting
Officer
Date /S/August 2, 2000 /S/ Stephen P.
Kotecki
----------------------------
----------------------------------------
Stephen P. Kotecki
President
EC Corp
Corporate General Partner
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.
National Real Estate Limited
Partnership
Income Properties
----------------------------------------
(Registrant)
Date August 2, 2000
--------------------------
----------------------------------------
John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and
Investment, Inc.
Corporate General Partner
Date August 2, 2000
--------------------------
----------------------------------------
John Vishnevsky
Chief Financial and Accounting
Officer
Date August 2, 2000
--------------------------
----------------------------------------
Stephen P. Kotecki
President
EC Corp
Corporate General Partner
