SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
Commission file: Number 0-14453
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(Name of Small Business Issuer in Its Charter)
Wisconsin 39-1503893
__________________________________ _______________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1155 Quail Court, Pewaukee, Wisconsin 53072-3703
___________________________________________ __________________
(Address of Principal Executive Offices) (Zip Code)
(262) 695-1400
_____________________
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Interests
(Title of Class)
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
_______ _______
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to this Form 10-KSB. [x]
Issuer's total gross rental revenues for its most recent fiscal year
ended December 31, 1999, were $ 979,966.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of February 29, 2000:
indeterminate value as there is no market.*
*For purposes of this disclosure only.
The number of Limited Partnership interests outstanding as of
February 29, 2000: 9,004.15
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to Partners for the year ended
December 31, 1999 are incorporated by reference into Parts I and II.
8K, submitted 1/18/00 for change of auditors, is incorporated by
reference on pg. 5 of 13, item 8.
TABLE OF CONTENTS
Item No. Page No.
_________ ___________
PART I
1. Description of Business. . . . . . . . . . . . . . . . . . . 3
2. Description of Properties. . . . . . . . . . . . . . . . . . .3
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .3
4. Submission of Matters to a Vote of Security Holders. . . . . .3
PART II
5. Market for Partnership's Securities and Related
Security Holder Matters. . . . . . . . . . . . . . . . . . . .4
6. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . .5
7. Financial Statements . . . . . . . . . . . . . . . . . . . . .5
8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . .5
PART III
9. Directors, Executive Officers, Promoters, and Control
Persons; Compliance with Section 16(a) of the
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . .6
10. Executive Compensation . . . . . . . . . . . . . . . . . . . .9
11. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . 10
12. Certain Relationships and Related Transactions . . . . . . . 10
13. Exhibits, List, and Reports on Form 8-K. . . . . . . . . . . 10
PART I
ITEM 1. DESCRIPTION OF BUSINESS
_________________________________
"Business" on pages 1, 2 and 3 of the Partnership's annual report to
Partners for the year ended December 31, 1999, is incorporated herein by
reference.
ITEM 2. DESCRIPTION OF PROPERTIES
___________________________________
"Properties" on pages 2 through 4 of the Partnership's annual report to
Partners for the year ended December 31, 1999, is incorporated herein by
reference.
ITEM 3. LEGAL PROCEEDINGS
___________________________
"Legal Proceedings" on page 4 of the Partnership's annual report to Partners
for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
_____________________________________________________________
On June 30, 1999, a ballot was sent to all limited partners in this
partnership requesting their consent to approve the sale of Northridge
Commons, a retail strip center owned by the partnership, located in
Milwaukee, Wisconsin. The voting resulted in favor of the sale.
October 6, 1999, a Consent to Sale Ballot was distributed to the limited
partners to obtain their consent to sell the other properties owned by the
partnership. These properties include self-storage facilities in Tucson and
Phoenix, Arizona. More specifically, names as follows: Tucson Lock-It
Lockers, Tucson, Arizona; Phoenix Lock-It Lockers, Phoenix, Arizona; and
Cave Creek Lock-It Lockers (Phase I), Phoenix, Arizona. The voting results
approved the Partnership's efforts to sell (69% approval).
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY
______________________________________________________________________
HOLDER MATTERS
______________
a) Market Information
The Partnership has two classes of equity securities: General Partners
Interests and Limited Partners Interests. The General Partnership Interests
are held by the General Partners of the Partnership. As of December 18, 1986,
the Partnership concluded its offering of Limited Partnership Interests
("Interests") and 9,034.01 Interests had been sold to the public at a price
of $1,000 per Interest. Management is not aware of any public trading market
for the Interests. The Partnership does provide a repurchase pool whereby
the limited partners may offer to sell their Interests to the Partnership
at a specified price. Offers to sell are accepted semi-annually if they meet
the criteria established by the General Partners. As of December 31, 1999,
29.86 Interests have been repurchased and are held in Treasury.
b) Security Holders
NUMBER OF RECORD HOLDERS NUMBER OF INTERESTS
TITLE OF CLASS (AS OF FEBRUARY 29, 2000) (AS OF FEBRUARY 29, 2000)
______________ __________________________ _________________________
Limited Partner-
ship Interests 1,120 9,004.15
c) Dividends or Similar Distributions
Cash distributions to Limited Partners depend upon attaining and
thereafter maintaining operating income and expenses of the Partnership
at levels permitting distributions. Distributions of cash, if any, will
be made from: (I) Cash Available for Distribution; (ii) cash from property
sales; and (iii) cash from Partnership reserve accounts.
"Cash Available for Distribution" is defined in the Partnership Agreement
to include Cash Flow from the Partnership less amounts set aside for
Reserves plus, through 1987, the amount of any General Partner Loan for
such period. "Cash Flow" is defined as the Partnership's cash funds provided
from operations and Reserves, including lease payments on net leases from
builders and sellers, without deductions for depreciation, but after
deducting cash funds used to pay all Operating Expenses, deferred fees,
other expenses, debt payments, capital improvements and replacements.
Mr. Vishnevsky, as Individual General Partner, was required to loan funds to
the Partnership quarterly to the extent necessary to make Cash Available for
Distribution to Limited Partners equal to 8% in 1985, 8.25% in 1986, and 8.5%
in 1987, up to a maximum loan of 3% of the gross proceeds of the offering.
Through December 31, 1999, the Individual General Partner loaned $271,020
to the Partnership under this commitment, which is the maximum amount under
the commitment. This commitment expired December 31, 1987. The Individual
General Partner shall be repaid with interest equal to 12% or the prime rate
plus two percentage points, whichever is lower, solely from sale proceeds.
The Partnership continued cash distributions in 1999 with an aggregate of
$396,183 and $12,253 to its Limited Partners and General Partners,
respectively. Distributions for 1999 were at a rate that equaled 4.4% on the
Limited Partners' original capital investment. The General Partners
anticipate that the Partnership will continue to make cash distributions to
its Limited Partners in 2000, though the level of such cash distributions
will be dependent upon the results of property operations and there can be
no assurance as to the amount, if any, that may be distributed.
Cash Available for Distribution, as defined in the Agreement, will be
distributed 97% to the Limited Partners and 3% to the General Partners.
After the repayment of any General Partner Loans, cash from property
sales will be distributed as follows: (1) 97% to the Limited Partners and
3% to the General Partners until the Limited Partners have received (A) 100%
of their initial capital investment and (B) cumulative, non-compounded
distributions of sales proceeds, in excess of the amount required in (A),
and Cash Available for Distribution equal to 6% per annum on their initial
capital investment, with the 3% payable to the General Partners subordinated
to payment of the amounts in (A) and (B) to the Limited Partners; (2) to an
affiliate of the General Partners, an amount equal to its subordinated real
estate commission (up to 3% of the aggregate selling price of all
properties); and (3) the balance, if any, 88% to the Limited Partners and
12% to the General Partners, with such payments to the General Partners
subordinated to a total return to the Limited Partners of (A) 100% of their
initial capital investment plus (B) a cumulative preference of 10% per annum
on their initial capital investment.
If the General Partners should at any time determine that the Reserves of
the Partnership are in excess of the amount reasonably necessary under the
circumstances, such Reserves may be reduced and the amount of such reduction
may, in the sole discretion of the General Partners, be used for payment of
expenses, capital expenditures, or distributions to the Limited Partners and
the General Partners in accordance with the formula for Cash Available for
Distribution.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
_________________________________________________________________________
RESULTS OF OPERATIONS
_____________________
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 1 through 6 of the Partnership's annual report to Partners
for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS
______________________________
The financial statements included on pages 4 through 7 of the Partnership's
annual report to Partners for the year ended December 31, 1999, are
incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
_______________________________________________________________
FINANCIAL DISCLOSURE
____________________
There were no disagreements with Kerber, Eck and Braeckel, LLP, on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure.
During 1999, the Partnership changed its independent certified public
accounting firm from Wolf and Company to Kerber, Eck and Braeckel, LLP. See
the Partnership's Form 8-K, dated January 18, 2000, which Form 8-K is
incorporated herein by reference.
PART III
________
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
_______________________________________________________________________
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
_________________________________________________
(a-b) Directors and Executive Officers
The Partnership has no directors or officers. The General Partners of the
Partnership are John Vishnevsky; National Development and Investment, Inc.
("NDII"), a Wisconsin corporation of which Mr. Vishnevsky is the sole
stockholder; and EC Corp., a Wisconsin corporation of which Stephen P.
Kotecki is the sole stockholder. John Vishnevsky and NDII have been general
partners of the Partnership since its inception. EC Corp. Became a general
partner on June 20, 1991. The address of all the General Partners is
1155 Quail Court, Pewaukee, Wisconsin 53072-3703. The phone number for
John Vishnevsky and NDII is (262) 691-3122. The phone number for EC Corp. is
(262) 695-1400.
The General Partners manage and control the affairs of the Partnership and
have responsibility and ultimate authority in all matters affecting its
business. The names of the directors and executive officers of NDII and EC
Corp. are as follows:
Term
Name Office Held Office (since)
________________ ___________________ ______________________
NDII:
John Vishnevsky President, Director 09/30/74
Stephen P. Kotecki Vice President, Secretary,
Treasurer and Director 04/12/91
EC Corp.:
Stephen P. Kotecki President, Treasurer, Director 10/30/92
Thomas Rielly Vice President, Secretary,
Director 12/17/92
Officers of the corporations are elected annually by their respective Boards
of Directors. There is no arrangement or understanding between or among any
of said directors or officers and any other person pursuant to which such
individual was selected as a director or officer.
(c) Identification of Certain Significant Persons
The General Partners, in conjunction with their affiliates, believe that
they have sufficient personnel to fully discharge their responsibilities
to the Partnership. The Partnership employs various individuals to oversee
the Partnership's affairs and report to the General Partners,
but the Partnership relies directly on the General Partners for the
management and control of the Partnership's affairs. See Subsection (d), for
a description of the business experience of officers, directors, and
personnel of the General Partners and affiliates.
There are three other organizations which are or were affiliated with the
individual or corporate General Partners whose services are utilized by the
Partnership: National Realty Management, Inc. ("NRMI"), which provides
property and partnership management, real estate acquisition and real estate
brokerage through delegation of duties agreements with NDII; National
Selected Securities Corp. (formerly NDII Securities Corp.), which acted as
the managing dealer for the offering of Interests in the Partnership; and The
John Vishnevsky Company ("JVCO"), which has provided consulting services in
the areas of real estate investments, joint ventures, financing, systems,
accounting, and internal controls.
RELATIONSHIP OF GENERAL PARTNERS
AND THEIR AFFILIATES
The following diagram shows the relationship of the Partnership to various
affiliates:
<TABLE>
<S> <C> <C> <C> <C><C> <C> <C> <C><C><C><C><C> <C> <C>
NATIONAL REAL ESTATE LIMITED
PARTNERSHIP INCOME PROPERTIES
(1)
EC CORP Corporate JOHN VISHNEVSKY 100% NATIONAL DEVELOPMENT
General Partner IndividualGeneral Partner AND INVESTMENT, INC.
Corporate General Partner
100% 100% (2) 100%
JOHN VISHNEVSKY COMPANY NATIONAL SELECTED MATIONAL REALTY
Financial and Real Estate SECURITIES CORP. MANAGEMENT, INC.
Consulting and Services Security Sales Partnership and Property
Management Acquisition &
Brokerage
</TABLE>
(1) The outstanding stock of EC Corp. is held by Mr. Stephen P. Kotecki
(100%).
(2) Until February 6, 1998, the outstanding stock of NRMI was held by Mr.
Edward Carow (51%), Ms. Anastasia Vishnevsky, Mr. John Vishnevsky's daughter,
(25%), and Mr. Jeffrey Wussow (24%).
Since February 6, 1998, the outstanding stock is owned 100% by John
Vishnevsky.
(d) Business Experience
The experience of the officers and directors of the corporate General
Partners and of Mr. Vishnevsky includes the following:
John Vishnevsky (age 76), President and Director of NDII, and as of
_______________
February 6, 1998, 100% owner of National Realty Management, Inc. is a
graduate of Marquette University. For over 40 years he has been involved in
real estate related activities such as land development, residential,
apartment, and commercial construction, property management, and the
structuring of limited partnerships. Mr. Vishnevsky has directed companies
that have developed or constructed projects with a current market value of
over $100 million. He, corporate entities he controls, or both, act as
general partner for all NDII limited partnerships. These partnerships have
sold in excess of $160 million of limited partnership interests. Mr.
Vishnevsky is licensed as a real estate broker and a securities principal.
He has lectured frequently and taught courses in real estate at the
University of Wisconsin-Milwaukee. He has appeared as a guest on television
and radio programs related to real estate investments. Mr. Vishnevsky is
author of the following books: The Art of Financial Independence, The
Phantom Yield of Real Estate Investment, The Great Real Estate Disaster...
The Greatest Real Estate Opportunity, Getting to Know You, Releasing Your
Creativity, Principles and Don't Feed the Crocodiles.
Stephen P. Kotecki (age 49), Vice President and Director of NDII, and
__________________
President, Treasurer, and Director of EC Corp., is a General Securities
Registered Representative, multi-line licensed insurance agent and
entrepreneur. He is the sole stockholder of EC Corp. Mr. Kotecki holds a
Bachelor of Science Degree with a major in Political Science from the
University of Wisconsin-Whitewater, and a Master of Science Degree in Urban
Affairs from the University of Wisconsin-Milwaukee. Mr. Kotecki directed
research for the American Federation of State, County and Municipal
Employees' District Council in Milwaukee County for over four years. Mr.
Kotecki further has experience as a Regional Criminal Justice Planner and as
a Housing Evaluation Specialist. As a college instructor Mr. Kotecki
lectured courses in Business and Industrial Relations, Marketing and
Investments for over three years.
Thomas P. Rielly (age 52), Vice President, Secretary and Director of EC
________________
Corp., is a licensed general securities principal and a financial and
operations principal. Mr. Rielly has been an active participant in the
financial services industry for 25 years. His diverse financial services
experience includes professional assignments in the areas of venture
capital, business planning and venture formation, investment banking, asset
management and securities placement. Mr. Rielly has been associated with
National Development and Investment, Inc., related companies, and Mr.
Vishnevsky for over 12 years.
Other personnel of the General Partners, affiliates, or other entities who
were significantly involved in the Partnership's affairs include the
following:
Julie Benoit (age 42), is the Director of Finance for NRMI. Beginning
____________
August 25, 1998, she is responsible for the development of property
management policy and administration of management activities. She also
supervises NRMI accounting services. In her 15 years of service at NRMI, Ms.
Benoit has functioned as Accounting Manager for NRMI and other affiliated
corporations. She has also served as administrator of NSSC, an affiliated
securities corporation, and has participated in the syndication of real
estate and property liquidations. Prior to joining NRMI, Ms. Benoit worked
for six years as an accounting supervisor for the various mortgage
subsidiaries of Mortgage Guarantee Insurance Company of Milwaukee. She was
also an internal auditor for Time Insurance Company. She is a cum laude
graduate of the University of Wisconsin - Milwaukee with a Bachelor degree in
accounting.
Joan Jenstead (age 65), Director of Property Operations, has been involved
_____________
in the management of over ten thousand apartment units in addition to
commercial and condominium management nationwide. She is a Certified
Property Manager and a licensed Wisconsin real estate broker. Ms. Jenstead
attended the University of North Dakota, majoring in Business. In 1984, she
was responsible for the recognition of NRMI as an Accredited Management
Organization (AMO) by the National Institute of Real Estate Management,
(IREM). In 1988, she served as President of the local chapter of the
Institute of Real Estate Management. She is also a member of the national
faculty of IREM, a faculty member of the Milwaukee Area Technical College,
and a past President of the Board of Directors for the state of Wisconsin
Technical College Trustee Association. In 1990, Ms. Jenstead was recognized
for her accomplishments in higher education in "Profiles in Success"
published by the National Center for Higher Education. In 1994 she was
elected to a three year term as a director on the National Board of the
Association of Community College Trustees.
John Vishnevsky is or was the Individual General Partner of National Real
Estate Limited Partnership-II (NRELP-II), National Real Estate Limited
Partnership-III (NRELP-III), National Real Estate Limited Partnership-IV
(NRELP-IV), National Real Estate Limited Partnership-V (NRELP-V), National
Real Estate Limited Partnership-VI (NRELP-VI), National Real Estate Limited
Partnership Income Properties-II (NRELP-IP-II) and the Partnership, among
others. NDII is or was the corporate general partner of NRELP-IV, NRELP-V,
NRELP-VI, NRELP-IP-II, and the Partnership, among others. EC Corp. is or
was the corporate general partner of NRELP-VI, NRELP-IP-II and the
Partnership, among others. The Boards of Directors of the Partnership's
Corporate General Partners, NDII and EC Corp., may be deemed to be
interlocking.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
_______________________________________________________
To the best of management's knowledge, there are no violations of this
requirement.
ITEM 10. EXECUTIVE COMPENSATION
________________________________
As stated above, the Partnership has no officers or directors. The officers
and directors of the Corporate General Partners receive no current or
proposed direct remuneration in such capacities, pursuant to any standard
arrangement or otherwise, from either the Corporate General Partners or from
the Partnership, with the exception of those directors which are not
employees of NDII, EC Corp. and affiliates, to whom an annual director's fee
of $50 per director is paid by NDII.
Pursuant to the terms of the Limited Partnership Agreement, net profits and
losses from operations and Cash Available for Distribution are allocated 97%
to the Limited Partners and 3% to the General Partners. For such 3% interest,
the General Partners contributed $6,000 to the Partnership. For the fiscal
period ended December 31, 1999, this interest resulted in net taxable loss to
the Individual General Partner in the amount of approximately $50,217. Cash
distributions of $12,253 were made to the Individual General Partner in 1999.
Cash available for distribution, as defined in the Agreement, will be
distributed 97% to the Limited Partners and 3% to the General Partners. After
the repayment of any General Partner loans, sales proceeds will be
distributed as follows: (1) 97% to the Limited Partners and 3% to the General
Partners until the Limited Partners have received (A) 100% of their initial
capital investment and (B) cumulative, non-compounded distributions of sales
proceeds, in excess of the amount required in (A), and cash available for
distribution equal to 6% per annum on their initial capital investment, with
the 3% to the General Partners subordinated to payment of the amounts in (A)
and (B) to the Limited Partners; (2) to an affiliate of the General Partners,
an amount equal to its subordinated real estate commission (up to 3% of the
aggregate selling price of all properties); (3) 88% to the Limited Partners
and 12% to the General Partners, with such payments to the General Partners
subordinated to a total return to the Limited Partners of (A) 100% of their
initial capital investment plus (B) a cumulative preference of 10% per annum
on their initial capital investment.
The Partnership is engaged in various transactions with affiliates of the
General Partners.
Property management fees are payable currently to the General Partners or
affiliates of the General Partners. Fees for property management and rental
services are being charged to expense over the period property management
services are being performed.
The General Partners are general partners for other limited partnerships
which have invested in real estate. The Partnership reimburses affiliates of
the General Partner for the actual cost of goods and materials used by or for
the Partnership in the course of performing the general functions of the
Partnership. These general functions include certain management, accounting
and other expenses. National Realty Management, Inc. provides property
management, accounting, and administrative services that are charged to the
Partnership. National Development and Investment, Inc. provides partnership
administrative services that are charged to the Partnership.
The contracts between the Partnership and affiliates provide that the
compensation, price, or fee payable to such affiliates must be comparable and
competitive with the compensation, price, or fee which would be charged by
unaffiliated persons whose services could reasonably be made available to
the Partnership. The General Partners believe compensation to affiliates for
services to the Partnership was on terms no less favorable to the Partnership
than would have been available through arm's-length negotiations for similar
services from unrelated parties.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
________________________________________________________________________
(a) Persons or groups known by the Partnership to own beneficially more than
5% of the outstanding Interests of the Partnership are indicated below:
Name of Amount and Nature of Percent of
Limited Beneficial Owner Beneficial Ownership Class
Partnership ________________ ____________________ __________
Interests Thea J. Peterson 500 Interests
25 Utopia Circle Individual Ownership 5.55%
Sturgeon Bay, WI 54235
(b) By virtue of its organization as a limited partnership, the Partnership
has no officers or directors. The General Partners are responsible for
management of the Partnership, subject to certain limited democracy rights of
the Limited Partners described in the Limited Partnership Agreement. Persons
or entities performing functions similar to those of officers and directors
of the Partnership, beneficially own, in the aggregate, the following
Interests of the Partnership as of February 29, 2000.
Name of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
______________ ________________ ____________________ ____________
Limited John Vishnevsky 29.56 Interests 0.33%
Partnership Sole Investment Power
Intrests
Limited Stephen P. Kotecki 4 Interests 0.04%
Partnership Sole Investment Power
Interests
(c) There is no arrangement known to the Partnership which may, at a
subsequent date, result in a change in control of the Partnership; however,
the Partnership has been named as a defendant in certain litigation which
will likely limit the authority of the General Partners to sell Partnership
property (See Exhibit 13, Legal Proceedings).
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
________________________________________________________
Neither the General Partners nor their affiliates were indebted to the
Partnership during the year ended December 31, 1999.
There were no transactions with management other than the Partnership's
transactions with the General Partners and affiliates, as described in this
report at Items 9 and 10.
ITEM 13. EXHIBITS, LIST, AND REPORTS ON FORM 8-K
__________________________________________________
(A) Exhibits
________
See attached exhibit list which is incorporated by reference.
(B) Reports on Form 8-K for the Quarter ended December 31, 1999
___________________________________________________________
The sale of the partnership property Northridge Commons was reported on
Form 8-K filed during the fourth quarter ending December 31, 1999.
See the partnership's Form 8-K dated December 15, 1999, which is
incorporated herein by reference.
During 1999, the Partnership changed its independent certified Public
accounting firm from Wolf & Company to Kerber, Eck & Braeckel LLP. See the
Partnership's Form 8-K dated 1-18-2000, incorporated herein by reference.
(C) Exhibits
________
3(a) Limited Partnership Agreement. Incorporated by reference from
Prospectus previously filed with Registration Statement 2-95072
on Form S-11 effective January 31, 1985.
3(b) Certificate of Limited Partnership. Incorporated by reference from
Exhibit 3B of the Registration Statement 2-95072 on Form S-11 filed
December 20, 1984.
4 Subscription Agreement Evidencing Ownership of a Partnership
Interest.Incorporated by reference from Registration Statement
2-95072 on Form S-11 effective January 31, 1985.
10(a) Consulting Fee Agreement between the Partnership and NDII dated
January 31, 1985.
Incorporated by reference from 1985 10-K filed March 28, 1986.
10(b) Acquisition Agreement between the Partnership and NDII dated
January 31, 1985.
Incorporated by reference from 1985 10-K filed March 28, 1986.
10(c) Organization Expense Agreement between the Partnership and NDII
dated January 31, 1985.
Incorporated by reference from 1985 10-K filed March 28, 1986.
10(d) Contracts for Acquisition of Assets
(1) With respect to Lock-It Lockers Mini-Warehouse, Tucson,
Arizona: Incorporated by reference from Exhibit 2-1 to current
report on Form 8-K dated May 7, 1985; July 9, 1985; August 9, 1985;
and September 13, 1985.
(2) With respect to Lock-It Lockers Mini-Warehouse, Phoenix,
Arizona: Incorporated by reference from Exhibit 2-1 to periodic
report on Form 8-K dated January 1, 1986; February 1, 1986; and
April 2, 1986.
(3) With respect to Cave Creek Mini-Warehouses, Phoenix, Arizona:
Incorporated by reference Exhibit 2-1 to periodic report on Form
8-K dated April 30, 1987.
(4) With respect to Northridge Commons Shopping Center, Milwaukee,
Wisconsin: Incorporated by reference Exhibit 2-1 to periodic report
on Form 8-K dated May 28, 1987.
10(e) Escrow Agreement dated January 31, 1985. Incorporated by reference
from Exhibit 10 to Amendment No. 1 to Registration Statement
2-95072 effective January 31, 1985.
10(f) Management Consulting Delegation of Duties Agreement between
General Partners and NRMI dated May 28, 1991. Incorporated by
reference from the 1991 10-K filed March 27, 1992.
10(g) Co-General Partner Agreement dated June 20, 1991. Incorporated by
reference from Exhibit 5-1 to current report on 8-K dated
July 26, 1991.
*10(h) Property Management Agreement between the Partnership and NRMI
dated November 1, 1995. Incorporated by reference herein. (See
12-31-98 Form 10K SB)
*10(i) Sublease Agreement between the Partnership and NRMI dated February
1, 1998. Incorporated by reference herein. (See 12-31-98 Form 10K
SB) *13 National Real Estate Limited Partnership Income Properties
1999 annual report to Partners is included as an exhibit hereto for
those portions of such annual report specifically incorporated by
reference elsewhere herein.
*27 Financial Data Schedule
(D) Financial Statement Schedules
_____________________________
* Filed with this Report.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(Registrant)
Dated: April 14, 2000 By: /S/ John Vishnevsky
______________ John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and Investment, Inc.
Corporate General Partner
Dated: April 14, 2000 By: /S/ John Vishnevsky
______________ John Vishnevsky
Chief Financial and Accounting Officer
National Development and Investment, Inc.
Corporate General Partner
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities* and
on the dates indicated:
/S/ John Vishnevsky President and Director April 14, 2000
_______________________ _______________
John Vishnevsky National Development and (dated)
Investment, Inc.
/S/ Stephen P. Kotecki Vice President, Secretary, April 14,2000
__________________________ ______________
Stephen P. Kotecki Treasurer and Director (dated)
National Development and
Investment, Inc.
/S/ Stephen P. Kotecki President, Treasurer and April 14, 2000
__________________________ _______________
Stephen P. Kotecki Director (dated)
EC Corp.
/S/ Thomas Rielly Vice President, Secretary April 14, 2000
_____________________ ________________
Thomas Rielly and Director (dated)
EC Corp
* The indicated positions are held in the Corporate General Partners of the
Registrant.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
(Registrant)
Dated: 4/14/00 By:______________________________
___________
John Vishnevsky
President and Chief Operating and
Executive Officer
National Development and Investment, Inc.
Corporate General Partner
Dated: 4/14/00 By:
_______________ _________________________________
John Vishnevsky
Chief Financial and Accounting Officer
National Development and Investment, Inc.
Corporate General Partner
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities* and
on the dates indicated:
____________________________ President and Director 4/14/00
_______________
John Vishnevsky National Development and (dated)
Investment, Inc.
_____________________________ Vice President, Secretary, 4/14/00
________________
Stephen P. Kotecki Treasurer and Director (dated)
National Development and
Investment, Inc.
_____________________________ President, Treasurer and 4/14/00
_________________
Stephen P. Kotecki Director (dated)
EC Corp.
_______________________________ Vice President, Secretary 4/14/00
______________
Thomas Rielly and Director (dated)
EC Corp
* The indicated positions are held in the Corporate General Partners of the
Registrant.
EXHIBIT 13
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME PROPERTIES
BUSINESS
________
The Registrant, National Real Estate Limited Partnership Income Properties
(the "Partnership"), is a limited partnership organized under the Wisconsin
Uniform Limited Partnership Act pursuant to a Certificate and an Agreement of
Limited Partnership, each dated December 18, 1984. As of December 31, 1999,
the Partnership consisted of an Individual and two Corporate General Partners
and 1,120 Limited Partners owning 9,004.15 limited partnership interests (the
"Interests") acquired at a public offering price of $1,000 per Interest
($9,024,556 net of affiliate discounts). The Interests were sold commencing
January 31, 1985, pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration #2-95072) as amended. The offering of
Interests was concluded on December 18, 1986. The Individual General Partner
is John Vishnevsky and the Corporate General Partners are National
Development and Investment, Inc. ("NDII"), a Wisconsin corporation and EC
Corp., a Wisconsin corporation. All management decisions are the
responsibility of the General Partners.
The Partnership's primary objective was to acquire existing commercial
space, such as office buildings, shopping centers, and mini-warehouses,
though it was also permitted to acquire existing residential properties from
non-affiliated sellers. Although the Partnership intended to acquire existing
properties, it was permitted to acquire properties which were recently
completed. The Partnership's principal investment objectives are to invest in
real estate properties which will:
1) preserve and protect the Limited Partners' capital investment;
2) provide quarterly distributions of cash from operations, commencing
December 31, 1985; and
3) provide capital appreciation through increases in the value of the
Partnership's real estate assets.
The Partnership will continue in existence until December 31, 2004, unless
terminated earlier by disposition of all of its assets or certain other
events. Upon termination, the Partnership will commence to liquidate its
properties as soon as feasibly possible, depending upon, among other factors,
whether the Partnership's objectives are met, potential capital appreciation,
cash flow, and federal income tax consequences to its limited partners.
The Partnership owned and operated four investment properties in 1999.
During the fiscal year ended December 31, 1985, the Partnership acquired
Lock-It Lockers Mini-Warehouse, a self storage mini-warehouse rental complex
located in Tucson, Arizona ("Tucson Lock-It Lockers"). Tucson Lock-It Lockers
was acquired in four separate Parcels as follows: Parcel I (21,670 net
rentable square feet) effective May 1, 1985; Parcel II (15,575 net rentable
square feet) effective July 1, 1985; Parcel III (6,845 net rentable square
feet) effective August 1, 1985; and Parcel IV (5,795 net rentable square
feet) effective September 1, 1985. In 1986, the Partnership continued its
investment in properties by acquiring an additional Lock-It Lockers Mini-
Warehouse located in Phoenix, Arizona ("Phoenix Lock-It Lockers"), in three
separate parcels, as follows: Parcel I (18,600 net rentable square feet)
effective January 1, 1986; Parcel II (17,625 net rentable square feet)
effective February 1, 1986; and Parcel III (22,541 net rentable square feet
including 8,000 net rentable square feet for recreational vehicle storage)
effective April 1, 1986. The Partnership completed its investment in
properties during the fiscal year ended December 31, 1987, when it purchased
the two following investment properties, a parcel of land containing one
building plus part of a second building out of a total of five buildings of
Cave Creek Mini Warehouses in Phoenix, Arizona and Northridge Commons
Shopping Center, a community shopping center located in Milwaukee, Wisconsin.
However, Northridge Commons was sold December 15, 1999. These properties are
described more fully in this report at Properties. Cave Creek was managed by
Enterprise Growth Group ("EGG") from the time the property was purchased
through October, 1991. As of November 1, 1991, National Realty Management,
Inc. ("NRMI") took over management of the property. All other Partnership
properties were managed by NRMI since their purchase.
The real estate investment business is highly competitive. The Partnership's
properties are in competition for tenants with numerous other alternative
sources for storage or shopping center space.
The Partnership is not dependent upon any single tenant for its operating
success. The Partnership does not foresee any events or market trends which
would have a materially adverse affect upon the Partnership's revenues,
except for increased competition for tenants, which is discussed in the
section entitled Results of Operations of this report.
______________________
During 1999, the Partnership employed four full-time and seven part-time
on-site personnel in the following capacities: 3 managers, 4.5 rental agents,
2.5 cleaning/maintenance persons, and 1 supervisor. In addition, due to the
centralized nature of the Partnership's accounting and management systems,
another 16 employees provided various accounting and management services to
this and other partnerships. All on-site and partnership employees are
supervised by NRMI under its Management Consulting Delegation of Duties and
Property Management Agreements with the Partnership.
The Partnership is engaged solely in the business of investing in and
managing real estate. Its business is believed by management to fall
entirely within a single industry segment. The business of the Partnership
is not seasonal, although the Partnership's properties may experience
cyclical fluctuations in occupancy levels in the rental markets where they
are located.
The General Partners are general partners for other limited partnerships
that have invested in real estate which may be competitive with the
Partnership.
There may be conflicts of interest between the Partnership and the General
Partners at such time as the Partnership attempts to sell its properties or
may compete for tenants with the Partnership's investments. If properties
are being sold, the General Partners will attempt to give equal exposure to
competing properties and will sell solely on the basis of purchaser
preference. The General Partners will establish asking prices based upon
market conditions. The General Partners will follow a policy of renting first
on the basis of the tenants' preference and then on the basis of greatest
vacancy. In the hiring of resident building managers, the General Partners
will follow a policy of filling the oldest vacancy first.
The Partnership, by virtue of its ownership in real estate, is subject to
federal and state laws and regulations covering various environmental issues.
The General Partners are not aware of any potential liability related to
environmental issues or conditions that would be material to the Partnership.
PROPERTIES
__________
The properties in which the Partnership has invested are owned in fee
simple, described more fully at Notes to Financial Statements (Note 3).
The principal factors which the General Partners believe affect rental rates
and occupancy levels include location, ease of access, amenities, and the
quality of property management.
TUCSON LOCK-IT LOCKERS
______________________
Tucson Lock-It Lockers is located on 2.057 fully improved acres at 6560 East
Tanque Verde Road, Tucson, Arizona. Tucson Lock-It Lockers consists of seven
single-story buildings which were constructed in 1976. Tucson Lock-It Lockers
has an aggregate of 49,865 net rentable square feet (57,710 gross) with a
unit mix that varies. Management has the ability to subdivide some of the
larger units in accordance with market demand. Features of Tucson Lock-It
Lockers include fire walls and exterior passage doors constructed of solid-
core steel hinged in steel frames. Security at Tucson Lock-It Lockers is
provided by a resident manager and a fenced perimeter with single-gate
access. In addition to the seven warehouse buildings, there is an on-site
office/apartment, and limited customer parking spaces are available.
PHOENIX LOCK-IT LOCKERS
_______________________
Phoenix Lock-It Lockers is located on 3.1 fully improved acres at 10250
North 9th Avenue, Phoenix, Arizona. The complex consists of three single-
story buildings containing a total of 593 units and 30 outside RV spaces
which were constructed in 1976. Phoenix Lock-It Lockers has an aggregate of
62,016 net rentable square feet (66,200 gross) with a unit mix that varies.
Management has the ability to subdivide some of the larger units according
to market demand. Features of the complex include fire walls and exterior
passage doors constructed of solid-core steel hinged in steel frames.
Security in the complex is provided by electronic surveillance cameras with a
motion detector that provides the resident manager with the ability to
monitor the property during the day and night. There is also a fenced
perimeter with a single-gate access to the property which provides additional
security. In addition to the three warehouse buildings, there is an on-site
office/apartment, and customer parking spaces are available.
CAVE CREEK MINI-WAREHOUSE
_________________________
Cave Creek Mini-Warehouse is located at 1201 East Cinnabar Avenue, Phoenix,
Arizona, on approximately 1.7 acres (the "Complex"). The 747 unit Complex
consists of three individual one story and two individual two story
buildings. The Partnership's ownership consists of one one-story building
and part of one two-story building of the Complex, of which construction was
completed in 1985. The Partnership has an interest in the remaining portions
of the Complex for access and use of the business office facilities. National
Real Estate Limited Partnerships Income Properties II, another limited
partnership of which the General Partners are general partners, owns the
other portion. Security in the Complex is provided by a resident manager and
a fenced perimeter with single-gate access.
The Complex has an aggregate of approximately 46,000 net rentable square
feet. The Partnership's property contains approximately 8,200 net rentable
square feet, or approximately 18% of the total net rentable square feet of
the Complex. Units can be subdivided, if appropriate, in light of demand;
therefore, the total unit count may fluctuate. At the time of purchase, the
Partnership's property was divided into 91 units.
NORTHRIDGE COMMONS
___________________
Northridge Commons is a community shopping center located at 8310-8360 West
Brown Deer Road, Milwaukee, Wisconsin. Constructed in 1981, Northridge Commons
is a masonary building consisting of seven retail service outlets.
A majority of the limited partners in this partnership consented to the sale
of Northridge Commons, and the property was sold December 15, 1999, to
Leisure Investments, Inc. for $850,000 (groos proceeds). No relationship
exists between Leisure Investments, Inc., the purchaser, and National Real
Estate Limited Partnership Income Properties, the seller, or any of its
affiliates, any director or officer of the Partnership or any associate of any
such director of officer.
The Tucson and Phoenix real estate rental markets are highly competitive.
For a further dicussion of occupancy rates, see Management's Discussion
_______________________
and Analysis of Financial Condition and Results of Operations contained in
_____________________________________________________________
this report. Additional mini-warehouse projects may be built within the
Tucson and Phoenix areas, which may compete directly with the Partnership's
properties.
The General Partners believe that the Partnership is adequately covered by
insurance on the properties.
LEGAL PROCEEDINGS
_________________
On May 25, 1999, a limited partner who owns interests in four partnerships,
the general partners of which are John Vishnevsky, National Development and
Investment, Inc., and E.C. Corp. (The same general partners as in this
partnership), filed a complaint in the Waukesha County Circuit Court of the
State of Wisconsin on behalf of a putative class of all of the limited
partners in the defendant partnerships. The complaint was filed against Mr.
Vishnevsky, National Development and Investment, Inc., many partnerships for
which those general partners serve as general partners, and various
individuals and entities who are alleged to exercise control over the
partnerships and/or perform services for the partnerships. The complaint
asserts putative class claims and derivative claims under the Wisconsin
Uniform Limited Partnership Act alleging, among other things, that the
general partners wasted partnership assets and breached their fiduciary
duties to the partnerships and their limited partners by charging excessive
fees and expenses in managing the affairs of the partnerships. In addition
to money damages, the plaintiff is seeking to wind up the affairs of the
partnerships and an accounting of the partnerships to be supervised by a
receiver to be appointed by the court. The case has not been certified to
proceed as a class action. Defendants have filed motions to dismiss
plaintiff's claims; those matters have not been decided. Although this
partnership, National Real Estate Limited Partnership Income Properties II,
was not named in the original complaint, this Partnership has since been
added as a defendant. The general partners believe the allegations are
without merit and are vigorously defending the lawsuit.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
___________________________________________________________
AND RESULTS OF OPERATIONS
_________________________
Information contained in this Annual Report on Form 10-KSB contains -looking
statements' within the meaning of the Private Securities Litigation Reform
Act of 1995, which can be identified by the use of forward-looking
terminology such as -looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from
those contemplated in such forward-looking statements. Such factors, which
could adversely affect the Partnership's ability to obtain these results,
include, among other things, (i) the volume of transactions and prices for
real estate in the real estate markets generally, (ii) a general or regional
economic downturn which could create a recession in the real estate markets,
(iii) the Partnership's debt level and its ability to make interest and
principal payments, (iv) an increase in expenses related to new initiatives,
investments in people and technology, and service improvements, (v) the
success of the new initiatives and investments and (vi) other factors
described elsewhere in this Annual Report.
LIQUIDITY AND CAPITAL RESOURCES
________________________________
The Partnership commenced an offering to the public on January 31, 1985, of
up to 15,000 Interests at $1,000 per Interest pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. A total of 3,767.26
Interests were sold in 1985 ($3,760,356). From January 1, 1986, to
December 18, 1986, at which time the offering was concluded, an additional
5,266.75 Interests were sold ($5,264,200). After deducting offering costs,
the Partnership had $8,026,434 with which to purchase the investment
properties, described in this report at Properties, to pay costs related to
purchasing such properties and to meet capital requirements for operations.
The Partnership does not have any permanent, long-term financing nor any
other financing on its investment properties and does not intend to incur
any during the Partnership's life. The Partnership plans to incur capital
expenditures for roof replacement and repairs for Tucson Lock-it-Lockers in
2000. This expenditure will cost approximately $30,000. Roofing was replaced
for the Phoenix Lock-It- Lockers in 1999 which cost approximately $26,500 and
was funded from the cash flow of operations. The Partnership does not have
any other present or planned material commitments for capital improvements.
The General Partners committed to make loans to the Partnership to the
extent necessary for the Partnership to make cash distributions to the
Limited Partners equal to 8% in 1985, 8.25% in 1986, 8.5% in 1987. However,
the maximum the General Partner was required to loan was equal to 3% of the
gross offering proceeds. Through December 31, 1998, the Individual General
Partner loaned $271,020 to the Partnership under this commitment, which is
the maximum amount under the commitment. The General Partner's loan shall be
repaid with interest equal to 12% or the prime rate plus two percentage
points, whichever is lower, solely from sale proceeds of the investment
properties. As of December 31, 1999, $39,118 of accrued interest remains
outstanding on the General Partner loan; $746,906 was paid to the fiduciary
General Partner in 1999 from the proceeds of the sale of Northridge Commons.
During 1999, the Partnership continued distributions with a total of $396,183
to its Limited Partners and $12,253 to the General Partners. The
distributions for 1999 equaled 4.9% of the Limited Partners investment. The
pay rates prior to 1988 were supplemented by the General Partner Loans, as
described above, and the operating results of the properties have not
advanced as originally projected. The Partnership's ability to maintain and
or increase distributions during 2000 is dependent upon the results of
property operations or sales of properties and therefore no assurance as to
the distribution amount, if any, can be made.
Cash generated by the Partnership's investment properties and the sale of
such properties are expected to provide funds for the Partnership's liquidity
needs and any cash distributions to the Limited Partners.
RESULTS OF OPERATIONS
_____________________
The Partnership operated four investment properties during 1999. The
Partnership began operations in 1985 and made additional property purchases
in 1986 and 1987.
Rental rates in 1999 at Tucson Lock-It Lockers continued to range from $28
to 160 depending on the size of the unit. Average occupancy at Tucson Lock-It
Lockers was 93% during 1999, compared to 96% in 1998. Marketing efforts are
directed primarily toward Yellow Pages advertising which is the main source
of traffic. Signs on Tanque Verde have been upgraded in order to lead
prospective clients around the corner to the main entrance. There is a
marketing program in place with neighboring businesses where we share coupon
advertising at several locations. Management participates in the Tanque
Verde Business Association and continues to participate in their marketing
and advertising programs. Competition studies done by management and those
done by The Arizona Mini Storage Association show a Tucson area occupancy of
around 93%. We are doing better than the neighboring facilities. Newer
facilities being built in the area have slightly effected our occupancy.
Most of the competition has higher rents because of their amenities,
controlled access gates, and air-cooled lockers.
Rental rates are based on unit size at Phoenix Lock-It Lockers and ranged
from $35 to $235 in 1999. Average annual occupancy at the property was 91%
for 1999 and 95% in 1998. Management uses the Yellow Pages for advertising
as well as using client referral coupons, and offering discounts to existing
clients for bringing us new clients. Our manager has been attending the
Sunnyslope Business Association meetings in an attempt to capture more
business rentals and to keep up with the business networking in the area.
Rate increases will need to remain conservative. Our management competition
study and information gathered from the Arizona Mini Storage Association
indicate the surrounding area is 92% occupied. The market continues to soften
in the Phoenix area because of overbuilding of self- storage facilities in
the immediate area of the property. The business suites are 100% occupied,
with all suites on at least a one year lease.
At Cave Creek Lock-It Lockers asking rents continued to range from $13 to
$145 in 1999, based on unit size. Average annual occupancy was 89% and 93% in
1999 and 1998 respectively. Marketing efforts are directed primarily through
the use of Yellow Pages advertising, which is the main source of traffic.
____________
Management uses resident referral coupons for all current tenants, offering a
discount if they send us new clients. The managers are marketing the lockers
to neighboring businesses and apartment communities, using neighborhood
business coupon flyers. The General Partners believe marketing efforts and
excellent customer service will continue to help occupancy remain strong.
The marketplace for Cave Creek Lock-It-Lockers continues to soften. Our
management competition study and information received from the Arizona Mini
Storage Association indicates a high vacancy rate will continue throughout
the surrounding area and immediate neighborhood. We are being affected by
lower interest rates that are allowing our tenants to purchase homes with
their own storage space, and by continued over-building of storage
facilities.
Net income decreased ($316,670) or -345.66% from 1998 to 1999 as a result of
the $293,992 loss recorded from the sale of Northridge Commons. Increased
vacancies, although offset by decreased write-offs, rent abatement, and
common area and building renovations, also contributed to the 1999 loss.
Total operating revenues decreased $35,666 from 1998 to 1999. Site operating
revenues for 1999 were $52,097 for Cave Creek Lock-It Lockers, $177,573 for
Northridge Commons, $390,844 for Tucson Lock-It Lockers, and $358,051 for
Phoenix Lock-It Lockers. Prior year operating revenues were $53,080 for Cave
Creek Lock-It Lockers, $198,649 for Northridge Commons, $398,047 for Tucson
Lock-It Lockers, and $359,845 for Phoenix Lock-It Lockers. In all cases,
revenues decreased due to increased vacancies in 1999 compared to 1998.
The decrease in operating expenses of $26,311 is primarily due to decreased
common area and building renovations in 1999. Common area and building
renovations in 1998 included exterior painting repairs not incurred in 1999.
Interest expense for 1999 increased $2,550 due to compounding of interest on
the note payable due the individual general partner. Interest income
decreased $10,773; however, inflated 1998 numbers due to 1997 interest
recorded in 1998 caused this.
INFLATION
_________
The General Partners believe the Partnership's ability to increase rental
rates would offset any adverse effects from inflation on the Partnership's
cost of operations. Inflation may also tend to cause capital appreciation of
the Partnership's properties over a period of time as rental rates and
replacement costs of properties continue to increase. However, the effects
of inflation in real estate may be influenced by general or local economic
conditions. Future results are subject to uncertainty and the ability of the
Partnership to achieve certain results is largely beyond the control of the
General Partners and their affiliates.
KERBER, ECK & BRAECKEL LLP
certified public accountants
1000 Myers Building
1 West Old State Capitol Plaza
Springfield, Illinois 62701-1268
217-789-0960 Fax 217-789-2822
______________
Springfield, Illinois
Carbondale, Illinois
Belleville, Illinois
St. Louis, Missouri
Cape Girardeau, Missouri
Milwaukee, Wisconsin
Independent Auditors' Report
_____________________________
The Partners
National Real Estate Limited Partnership
Income Properties
We have audited the accompanying balance sheet of National Real Estate
Limited Partnership Income Properties (a Wisconsin limited Partnership) as
of December 31, 1999, and the related statements of operations, partners'
capital (deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Partnership as of
December 31, 1999, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The attached balance sheets of the
corporate general partners, National Development and Investment, Inc.,
March 31, 1999, and EC Corp., December 31, 1999, are presented for purposes
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by Regulation S-B of
the Securities and Exchange Commission. Such information has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
The accompanying statement of financial condition as of December 31, 1999,
of John Vishnevsky, general partner, is also supplementary information
required by Regulation S-B and was not audited by us and, accordingly, we do
not express an opinion on it.
KERBER, ECK & BRAECKEL LLP
Springfield, Illinois
January 26, 2000, except for Note I
as to which the date is March 14, 2000
Report of Independent Auditors
To The Partners of
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
INCOME PROPERTIES
We have audited the accompanying statements of operations, partners'
capital deficit) and cash flows of National Real Estate Limited
Partnership Income Properties (a Wisconsin Limited Partnership) for
the year ended December 31, 1998. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of operations, partners'
capital (deficit) and cash flows of the Partnership for the year ended
December 31, 1998, in conformity with generally accepted accounting
principles.
WOLF AND COMPANY-MILWAUKEE, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Milwaukee, Wisconsin
February 4, 1999
<TABLE>
<S><C><C><C><C><C> <C> <C> <C><C>
National Real Estate Limited Partnership
Income Properties
BALANCE SHEET
December 31, 1999
ASSETS
Cash and cash equivalents $ 806,382
Escrow deposits and other assets 16,034
Investment properties, at cost
Buildings and improvements $ 4,324,905
Less accumulated depreciation
1,993,965
____________
2,330,940
Land
568,848 2,899,788
___________ ______________
$ 3,722,204
=================
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities
Tenant security deposits $ 4,003
Deferred rent
38,299
Accrued interest payable to individual general partner
39,118
Accrued expenses and other liabilities
59,444
Note payable to individual general partner
271,020
_____________
411,884
____________
Partners' capital (deficit)
General partners $ (140,824)
Limited partners (authorized -
10,000 interests;
issued - 9,034.01 interests)
3,472,815
Less cost of limited partner
interests held in treasuryissued -
9,034.01 interests)
(29.86 interests)
(21,671) 3,310,320
--------------- ---------------
$ 3,722,204
=================
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<S><C><C><C><C> <C> <C> <C> <C><C>
National Real Estate Limited Partnership
Income Properties
STATEMENTS OF OPERATIONS
Year ended December 31
1999 1998
------- --------
Operating revenues
Rentals $ 893,742 $ 906,425
Other
86,224 109,207
---------- ------------
Total operating revenues
979,966 1,015,632
Operating expenses
Operating
242,427 241,581
Administrative
200,152 193,229
Repairs and maintenance
54,645 84,402
Depreciation
213,668 217,834
Property taxes
124,687 127,347
Advertising
22,207 19,704
----------- -----------
Total operating expenses
857,786 884,097
------------- ------------
Income from operations
122,180 131,535
Other income (expenses)
Interest expense on individual
general partner note (96,796) (94,246)
Loss on sale of investment properties (293,992)
-
Interest income
43,550 54,323
----------- ----------
Total other income (expenses) (347,238) (39,923)
-------------- -----------
Net income (loss) $ (225,058) $ 91,612
================= ============
Net income (loss) attributable to
general partners (3%) $ (6,752) $ 2,748
Net income (loss) attributable to
limited partners (97%) (218,306)
----------- 88,864
-------------
$ (225,058) $ 91,612
=================== =============
Net income (loss) per limited
partnership interest $ (24.16) $ 9.87
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<S><C><C><C><C> <C> <C><C> <C><C> <C><C>
National Real Estate Limited Partnership
Income Properties
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
Year ended December 31
Cost of
Ltd.
Partner
General Limited Interests
Held
Partners Partners in Treasury Total
----------- ----------- ------------- -------
Balances at January 1,
1998 $ (114,820) $ 4,313,585 $ (21,671) $ 4,177,094
Distributions to partners
(9,747) (315,145) - (324,892)
Net income for the year
2,748 88,864 - 91,612
---------- ---------- --------- ------------
Balances at December 31,
1998 (121,819) 4,087,304 (21,671) 3,943,814
Distributions to partners
(12,253) (396,183) - (408,436)
Net loss for the year
(6,752) (218,306) - (225,058)
------------- ------------ ----------- ------------
Balances at December
31, 1999 $ (140,824) $ 3,472,815 $ (21,671) $ 3,310,320
============= ============ =========== ============
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<S><C><C><C><C><C><C> <C> <C><C>
National Real Estate Limited Partnership
Income Properties
STATEMENTS OF CASH FLOWS
Year ended December 31
1999 1998
------ ------
Cash flows from operating activities
Net income (loss) for the year $ (225,058) $ 91,612
Adjustments to reconcile net income
(loss) to net cash provided
by (used in) operating activities
Depreciation
213,668 217,834
Loss on sale of investment properties
293,992 -
Changes in assets and liabilities
Escrow deposits and other assets (18,787)
17,024
Tenant security deposits
(2,872) 1,345
Deferred rent (10,734)
19,532
Accrued interest payable to
individual general partner (650,110)
-
Accrued expenses and other liabilities (20,921)
94,467
------------ ----------
Net cash provided by (used in)
operating activities (385,011)
406,003
Cash flows from investing activities
Proceeds from sale of investment properties
787,436
-
Additions to investment properties (26,448) (32,438)
---------- ----------
Net cash provided by (used in)
investing activities (32,438)
760,988
Cash flows from financing activities
Distributions to partners (408,436) (324,892)
------------- -----------
Net increase (decrease) in
cash and cash equivalents (32,459)
48,673
Cash and cash equivalents at beginning of year
838,841 790,168
----------- ----------
Cash and cash equivalents at end of year
$ 806,382 $ 838,841
============== ============
Cash paid for interest
$ 746,906 $ -
============== =============
The accompanying notes are an integral part of these statements.
</TABLE>
National Real Estate Limited Partnership
Income Properties
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Organization
National Real Estate Limited Partnership Income Properties (the
Partnership) was organized as a limited Partnership under the laws of the
State of Wisconsin pursuant to Certificate and an Agreement of Limited
Partnership (the Agreement) dated December 18, 1984, for the purpose of
investing primarily in commercial real property and began operations in May
1985. The Partnership is to be dissolved on or before December 31, 2004.
The Partnership consists of three general partners, National Development
and Investment, Inc., John Vishnevsky, and EC Corp., and 1,120 limited
partners at December 31, 1999. Mr. Vishnevsky is the president and sole
stockholder of National Development and Investment, Inc.
2. Cash and Cash Equivalents
The Partnership considers all short-term investments which have original
maturities of three months or less when purchased to be cash equivalents.
3. Investment Properties
Investment properties are stated at cost less accumulated depreciation and
amortization. Major additions and improvements are capitalized, while items
which do not extend the useful lives of the assets are expensed currently.
Depreciation and amortization are provided for in amounts sufficient to
relate the cost of depreciable assets to operations over their estimated
service lives, principally on the straight-line method. The estimated
useful lives used in determining depreciation are:
Building 27.5 - 40 years
Improvements 7 - 15 years
Equipment 5 years
The Partnership evaluates the investment property periodically for
indication of impairment including recurring operating losses and other
significant adverse changes in the business climate that affect the
recovery of the recorded asset value. If investment property is considered
impaired, a loss is provided to reduce the net carrying value of the asset
to its estimated fair value. See Note D for information on previously
impaired investment property disposed of during 1999. Management is not
aware of any indicator that would result in any significant impairment loss
for the year ended December 31, 1999.
National Real Estate Limited Partnership
Income Properties
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
4. Deferred Financing Costs
Deferred financing costs are amortized using the straight-line method over
the term of the agreement.
5. Allocations and Distributions
Pursuant to the Agreement, net income and loss from operations (exclusive
of hose from the sale or disposition of Partnership properties) are to be
allocated 97% to the limited partners and 3% to the general partners. Any
gains from the sale or disposition of Partnership properties are to be
allocated first to the general partners and limited partners with deficit
net capital accounts; then the limited partners in an amount equal to their
initial capital investment plus any amount remaining to be paid under their
cumulative preference; then to the general partners in an amount equal to
the proceeds of such sale distributed to them; and all remaining amounts
are to be allocated to the limited partners provided that at least 3% of
the gain from sale or disposition would be allocated to the general
partners. Losses from the sale or other disposition of Partnership
properties are to be allocated 97% to the limited partners and 3% to the
general partners.
Cash available for distribution, as defined in the Agreement, will be
distributed 97% to the limited partners and 3% to the general partners.
After the repayment of any general partner loans, sales proceeds will be
distributed as follows: (1) 97% to the limited partners and 3% to the
general partners until the limited partners have received, (a) 100% of
their initial capital investment and (b) cumulative, noncompounded
distributions of sales proceeds, in excess of the amount required in (a),
and cash available for distribution equal to 6% per annum on their initial
capital investment, with the 3% to the general partners subordinated to
payment of the amounts in (a) and (b) to the limited partners; (2) to an
affiliate of the general partners, an amount equal to its subordinated real
estate commission (up to 3% of the aggregate selling price of all
properties); (3) 88% to the limited partners and 12% to the general
partners, with such payments to the general partners subordinated to a
total return to the limited partners of (a) 100% of their initial capital
investment plus (b) a cumulative preference of 10% per annum of their
initial capital investment.
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
6. Net Income Per Limited Partnership Interest
Net income per limited Partnership interest is based on 97% of net income
as allocated to the limited partners divided by the weighted average number
of interests outstanding during the year.
7. Advertising
Advertising costs are expensed as incurred.
8. Fees to Affiliates
Property management fees are payable currently to the general partners or
affiliates of the general partners. Fees for property management and
rental services are being charged to expense over the period property
management services are being performed. See Note C for property
management fee rates payable to an affiliated party.
9. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE B - INVESTMENT PROPERTIES
Investment properties consist of the following at December 31, 1999:
Buildings and Accumulated
Description Land Improvements Depreciation
----------------- ------ --------------- --------------
(in thousands)
Lock-It-Lockers Mini-Warehouses
Tucson, Arizona $ 253 $ 1,905 $ 894
Lock-It-Lockers Mini-Warehouses
Phoenix, Arizona 222 2,116 971
Northridge Commons Shopping Center
Milwaukee, Wisconsin - - -
Cave Creek-Phase I Mini-Warehouses
Phoenix, Arizona 94 304 129
-------- ---------- ----------
$ 569 $ 4,325 $ 1,994
============ ============= ============
NOTE B - INVESTMENT PROPERTIES - Continued
Date of
Description Construction Date Acquired
Lock-It-Lockers Mini-Warehouses
Tucson, Arizona 1976 May 1985
Lock-It-Lockers Mini-Warehouses
Phoenix, Arizona 1976 January 1986
Northridge Commons Shopping Center
Milwaukee, Wisconsin 1981 May 1987
Cave Creek - Phase I Mini-Warehouses
Phoenix, Arizona 1985 April 1987
The aggregate cost of the investment properties is the same for financial
reporting and federal income tax purposes. The accumulated depreciation
reported for federal income tax purposes was $ 3,247,526 at December 31,
1999.
Depreciation expense for the years ended December 31, 1999 and 1998, was
$ 213,668 and $ 217,834, respectively.
NOTE C - RELATED PARTY TRANSACTIONS
The general partners are general partners for other limited Partnerships
which have invested in real estate. The Partnership reimburses affiliates
of the general partner for the actual cost of goods and materials used by
or for the Partnership in the course of performing the general functions of
the Partnership. These general functions include certain management,
accounting and other expenses. The Partnership has executed contracts
providing for the following fees payable to such entities:
1. National Realty Management, Inc. (NRMI)
National Realty Management, Inc. (NRMI) was paid property management fees
of $ 53,426 in 1999 and $ 53,675 in 1998, respectively. Monthly fees
represent 6% of gross receipts from the Lock-It-Lockers Mini-Warehouses in
Tucson and Phoenix and Cave Creek Mini-Warehouse, and 3% of gross receipts
from Northridge Commons Shopping Center.
NOTE C - RELATED PARTY TRANSACTIONS - Continued
1. National Realty Management, Inc. (NRMI) - Continued
The Partnership also paid $ 46,306 in 1999 and $ 50,844 in 1998,
respectively, for the reimbursement of accounting and administrative
expenses incurred by NRMI on behalf of the Partnership. Accrued expenses
at December 31, 1999, includes $ 4,451 due to NRMI for reimbursable
expenses.
The Partnership sub-leases a portion of common area office space from NRMI
under terms of a lease which expires on August 31, 2002. During 1999,
lease payments totaled $ 10,473, which represents the Partnership's
pro-rata portion, based on space occupied, of NRMI's monthly rental
obligation.
2. National Development and Investment, Inc. (General partner)
The Partnership paid National Development and Investment, Inc. (NDII) for
the reimbursement of expenses totaling $ 131,546 and $ 109,101 in 1999 and
1998, respectively for administrative expenses incurred on behalf of the
Partnership.
3. Individual General Partner
The note payable to the individual general partner is payable from proceeds
of the sale or other disposition of investment properties, with interest
compounded monthly at a bank's prime rate plus 2% (10.25% at December 31,
1999) or 12%, whichever is lower. At December 31, 1999, the note payable
balance was $ 271,020. The Partnership incurred interest of $ 96,796 and
$ 94,246 in 1999 and 1998, respectively, in connection with this note.
During 1999, $ 746,906 in interest was paid to the individual general
partner with respect to this note. At December 31, 1999, accrued interest
payable on individual general partner note was $ 39,118.
NOTE D - IMPAIRMENT OF ASSETS
In accordance with FASB Statement No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of," the
Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets. During 1996,
the Partnership determined that an impairment to the asset value of a
retail shopping center known as Northridge Commons had occurred, resulting
from the loss of a significant anchor tenant and deteriorating market
conditions caused by an economically depressed area where the property
islocated. Based on these factors, the Partnership wrote down assets with
a carrying value of approximately $ 1,880,000 by $ 785,000 to their
estimated fair value. Fair value was based on estimated future cash flows
to be generated from the property, discounted at a market rate of interest.
On December 15, 1999, the Partnership sold the assets for net sale proceeds
of $ 787,436. The Partnership removed the assets and related accumulated
depreciation from the balance sheet and recognized an additional $ 293,992
loss from the disposition on the income statement for the year ended
December 31, 1999.
NOTE E - INCOME TAXES
Income taxes on the net earnings for the year are payable personally by the
partners and, accordingly, are not reflected in the financial statements.
Differences between the net income (loss) as reported herein and the net
income (loss) reported for federal income tax purposes arise primarily from
timing differences related to depreciation and other GAAP basis adjustments.
The following is a reconciliation of the reported net income (loss) and the
net income (loss) reported for federal income tax purposes for the years
ended December 31:
1999 1998
----------- -----------
Net income (loss) reported in the
financial statements $(225,058) $91,612
Add (deduct)
Depreciation (55,651) (52,729)
Loss on disposal of investment
properties (763,594) -
Accrued wages non deducted for
tax purposes 9,049 -
Interest accrued (paid) to
individual general partner (638,635) 94,245
-------------- -----------
Net income (loss) reported for
federal income tax purposes $ (1,673,889) $ 133,128
=================== ===============
NOTE F - FAIR VALUES OF FINANCIAL INSTRUMENTS
1. Cash, and Cash Equivalents
The carrying amount reported in the balance sheet for cash and cash
equivalents approximates its fair value due to their short term nature.
2. Debt
The fair market value of the individual general partner note payable
approximates its carrying value.
NOTE G - CONCENTRATION OF CREDIT RISK
The Partnership maintains its cash balances in various financial
institutions in Arizona and Wisconsin. These balances are insured by the
Federal Deposit Insurance Company up to $100,000. The Partnership has not
experienced any losses in such accounts and believes it is not exposed to
any significant credit risk on cash and cash equivalents.
NOTE H - BASIS OF ACCOUNTING
The Partnership records are maintained on the basis of accounting utilized
for federal income tax reporting purposes. The accompanying financial
statements have been prepared from such records adjusted to the generally
accepted accounting principles (GAAP) basis of accounting, including
adjustments for differences in depreciation methods. Certain accrual and
tax basis amounts are summarized as follows:
1999 1998
-------------- -----------------
GAAP Tax GAAP Tax
Basis Basis Basis Basis
(In thousands)
Total assets $ 3,722 $ 3,467 $ 5,040 $ 5,604
Partners' capital
General partners (deficit) (141) (175) (122) (113)
Limited partners 3,473 3,280 4,087 5,298
Net income (loss)
General partners (7) (50) 3 4
Limited partners (218) (1,622) 89 129
NOTE I - CONTINGENCIES
On May 15, 1999, the general partners, the property management company
(NRMI), and other affiliated partnerships, entities and individuals were
named as defendants in a lawsuit. The Partnership was not named in the
original lawsuit, but was later named as a defendant. The plaintiffs are
seeking to have this action certified as a class action lawsuit. In the
complaint, the plaintiffs 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 named as defendants, including the
Partnership, suspend and replace the existing general partners with a
nonaffiliated receiver, and award unspecified compensatory and punitive
damages as well as reimbursement of attorney fees. Various amendments and
counter-claims have been filed with respect to this action. The defendants
are vigorously defending themselves in this case.
The parties to the action have been in settlement discussions and, on March
14, 2000, entered into a stipulation of settlement agreement, which was
submitted to the Circuit Court of Waukesha County (Wisconsin) on March 17,
2000, for preliminary approval. This agreement outlines specific
settlement terms which are subject to final approval pending a court
hearing scheduled to be held on April 27, 2000. 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 by Partnership management 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
terms 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 plaintiffs counsel's legal fees,
expenses and costs, with interest thereon, if and to the extent allowed
by the court.
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.
NOTE I - CONTINGENCIES - Continued
NRMI and the general partners shall continue to provide property
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 plaintiffs' 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.
The lawsuit will be 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.
The Partnership will likely have to pay a portion of the plaintiffs
counsel's legal fees. The amount of such fees which the Partnership
might have to pay is uncertain at this time but could be material to the
Partnership. The Partnership will have to make such payment prior to
distributing net sale proceeds to its partners.
Based on 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.
SUPPLEMENTARY INFORMATION
<TABLE>
<S><C><C><C><C> <C> <C> <C> <C><C>
National Development and Investment, Inc.
BALANCE SHEET
March 31, 1999
ASSETS
Cash and cash equivalents $ 4,231
Accounts receivable - related parties
20,750
Mutual fund investments
35,874
Investments in limited partnerships
3,484
$ 64,339
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable
Related parties $ 20,750
Other $ 20,801
51
------------
Stockholders' equityOther
Common stock, 2,000 shares authorized;
1,200 issued and outstanding
1,800,000
Accumulated deficit1,200 issued and
outstanding (1,493,462)
----------------- 306,538
Less 50 shares held in treasury (263,000)
-------------
$ 64,339
============
</TABLE>
<TABLE>
<S><C><C><C><C><C> <C> <C>
EC Corp.
BALANCE SHEET
December 31, 1999
ASSETS
Cash and cash equivalents $ 1,204
Investments in limited partnerships
30
-----------
$ 1,234
==================
STOCKHOLDER'S EQUITY
Common stock, 9,000 shares authorized;
100 shares issued and outstanding; $ 1 par value $ 100
Additional paid-in-capital100 shares issued
and outstanding; $ 1 par value
2,495
Accumulated deficit100 shares issued and
outstanding; $ 1 par value
(1,361)
---------------
$ 1,234
================
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C><C>
John Vishnevsky
STATEMENT OF FINANCIAL CONDITION
December 31, 1999
UNAUDITED
ASSETS
Cash and cash equivalents $ 63,014
Notes receivable
547,859
Investments
Mutual funds $1,149,074
Limited partnerships
5,207,231
Corporations
67,754 6,424,059
--------------
Prepaid income taxes
231,283
Other assets
5,595
---------------
$ 7,271,810
======================
LIABILITIES
Accrued liabilities $ 20,619
Income tax liability - currently payable 365,097
Assigned shares 1,196,583
Estimated tax liability on liquidation
1,978,032
----------------
3,560,331
-------------------
Net Worth
3,711,479
---------------------
$ 7,271,810
====================
</TABLE>
