<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the Year Ended December 31, 1995
/ / Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
Commission File Number 0-14138
REALTY BUSINESS PARTNERS LIQUIDATING TRUST, Formerly Known as
REALTY BUSINESS PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP (Former Registrant)
(Exact Name of Registrant as Specified in Its Charter)
California 95-6975742
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California 90210
(Address of Principal Executive Offices) (Zip Code)
(310) 550-1111 (Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by references in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
State the aggregate market value of the voting stock held by
non-affiliates of the Trust.
$1,628,000 Beneficial interest in trust, not transferable (See Item 5 Herein)
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Proxy Statement, dated July 7, 1994, and the report on
Form 15 filed with the Securities and Exchange Commission on November 15, 1994
of former registrant are incorporated by reference in Parts I, II, III and IV
hereof.
Page 1 of 24 pages contained herein. Exhibit Index located on page 9 herein.
<PAGE> 2
PART I.
ITEM 1. BUSINESS
Realty Business Partners, A California Limited Partnership (the
"Partnership"), the former registrant, ceased operations and dissolved on
August 18, 1994 and subsequently terminated on November 10, 1994 upon filing
Form LP-4. Realty Business Partners Liquidating Trust (the "Trust") was formed
in order to wind up the Partnership's affairs.
The Partnership sold its two properties on August 18, 1994 in a
simultaneous transaction in which properties owned by eight other affiliated
limited partnerships controlled by Herbert M. Gelfand or his affiliates were
sold or transferred, along with the sale of the De Anza Group, Inc., the
management company owned by Mr. Gelfand, to affiliates of Manufactured Home
Communities, Inc. ("MHC").
The Trust was established pursuant to the terms of a trust agreement
dated August 10, 1994 with Mr. Herbert M. Gelfand (or his successor appointed
in accordance with the terms of the trust agreement), as sole trustee of the
Trust (the "Trustee"). The sole beneficiaries of the Trust are the former
Limited Partners of the Partnership (the "Beneficiaries"). The Trust will hold
all of the remaining assets of the Partnership, subject to any remaining
liabilities of the Partnership, whether known or unknown. The Trust assets are
not commingled with the assets of any other partnership or liquidating trust
established for any other partnership.
The trust agreement contains customary terms and conditions and has the
following characteristics:
(i) Each Limited Partner became a beneficiary of the Trust to
the extent of their former pro rata class ownership interest in the
Partnership.
(ii) The Trust's activities will consist of: (a) satisfying any
liabilities or obligations of the Partnership which were not paid or
otherwise discharged by the Partnership; (b) making liquidating
distributions to the beneficiaries as funds are released from the
Reserves (as defined in Item 7(1) and (2) Liquidity and Capital
Resources which is incorporated herein by reference); (c) investing its
liquid assets in demand and short term time deposits in banks or savings
institutions or temporary investments such as short-term certificates of
deposit or Treasury bills (excluding derivative securities); and (d)
taking such other action as is necessary to conserve and protect the
assets of the Trust and provide for the orderly liquidation of the
assets transferred to the Trust. Since the former Limited Partners are
the sole beneficiaries of the Trust, they will bear the risk of the
investment of the Trust assets.
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(iii) Beneficial interests in the Trusts will not be
transferable except by will, intestate succession, or operation of
law and no certificates representing such beneficial interests have
been issued.
(iv) The Trustee will issue annual reports to the Beneficiaries
showing the assets and liabilities of the Trust at the end of each
calendar year and the receipts and disbursements of the Trustee for
the period. The annual report will also describe changes to the
assets of the Trust during the period and actions taken by the
Trustee during the period. Such reports will be audited by the
Trust's outside certified public accountants. The Trustee may also
issue interim reports to the Beneficiaries. These interim reports
will be issued whenever, in the opinion of the Trustee, a significant
event relating to the assets of the Trust has occurred.
(v) At the reasonable discretion of the Trustee, the Trust will
disburse its net earnings annually.
(vi) The Trust will terminate at the earlier of the distribution
of all of the remaining assets, if any, to the Beneficiaries or three
years from the date of formation of the Trust, but may be extended to
a later date if liabilities remain unresolved at the end of the
three-year term.
The sole beneficiaries of the Trust are the former Limited Partners
of the Partnership. The Trust holds all of the remaining assets of the
Partnership, subject to any remaining liabilities of the Partnership, whether
known or unknown at the time of its termination. These assets initially
consisted of the MHC Reserve, the Partnership Expense Reserve, and the right to
receive any funds remaining in the Independent Committee Reserve trust and the
General Reserve trust. Each Reserve is defined in Item 7(1) and (2) Liquidity
and Capital Resources which is incorporated herein by reference. Upon
termination of the separate trust arrangements, any remaining assets will be
distributed, in one or more installments, to the Trust. The Trust will then
distribute the remaining assets from these reserves to the Beneficiaries (the
former Limited Partners of the Partnership, pro rata in accordance with their
former class ownership interest in the Partnership). Upon termination of the
Trust, any remaining assets will be distributed in one or more installments to
the Beneficiaries.
ITEM 2. PROPERTIES.
The Trust owns no physical properties.
ITEM 3. LEGAL PROCEEDINGS.
None.
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ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
No matter was submitted during the quarter ended December 31, 1995.
PART II.
ITEM 5. MARKET FOR THE TRUST'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information.
Under the terms of the Trust, the Beneficial Interests are not
transferable, therefore, there is no public market for the Beneficiary
Interests in the Trust and it is not anticipated that a public market for them
will develop. Accordingly, accurate information as to the market value of an
Interest at any given date is not available. The estimated aggregate market
price shown on the cover page of this report is simply the original capital
contributed by the Partnership and should not be relied upon as indicative of
any bid or ask quotations or transactions in the Trust.
(b) Holders.
As of December 31, 1995, the approximate number of Beneficiaries
is 1,636.
(c) Dividends.
The Trust does not pay dividends, but will distribute Trust
assets in one or more installments as the resolution of contingencies allow as
determined by the Trustee. In 1995 the Trust distributed $450,000 to the
Beneficiaries from the initial MHC Reserve and Partnership Expense Reserve.
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth in tabular form a summary of selected
financial data for the Trust for the year ended December 31, 1995 and for the
period from August 10, 1994 (Inception) through December 31, 1994:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Operating revenues: $ 50,081 $ 12,817
Gain on sale of property and
equipment: 179,000 -0-
Net income (loss) from continuing
operations: 143,194 (56,852)
Net income (loss) from continuing
operations per 1% Beneficiary
Interest 1,431.94 (568.52)
Total assets: 1,124,480 1,624,785
Long-term obligations: -0- -0-
Cash distributions per 1%
Beneficiary Interest: 4,500.00 -0-
</TABLE>
The above selected financial data should be read in conjunction with the
financial statements and the related notes appearing elsewhere in this annual
report.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(1) AND (2) Liquidity and Capital Resources.
Four separate reserves (the "Reserves") were established for
the benefit of the former Limited Partners of the Partnership in connection
with the formation of the Trust.
The MHC Reserve consisted of cash in the amount of $179,000.
The MHC Reserve was created on the date the properties owned by the Partnership
were sold, and was maintained by the Trust in a separate account, not to be
commingled with any other of the Trust funds. Amounts in the MHC Reserve were
released in full in 1995 and distributed to the Beneficiaries.
The General Reserve is maintained in a separate trust account,
pursuant to the terms of a trust agreement between the Trust, as the
beneficiary, and Mr. Gelfand, as trustee, with an initial all cash fund in the
amount of $546,892. Pursuant to the terms of a contribution agreement entered
into among all of the partnerships and/or liquidating trusts involved in the
sale of assets which closed in August 1994, funds in the General Reserve may be
used to discharge or satisfy the Trust's pro rata portion of any contingent
liabilities of any of the liquidating trusts or the partnerships, and to
discharge or satisfy any liabilities of Mr. Gelfand and his affiliates. Such
liabilities may include any legal expenses incurred by the liquidating trusts,
the partnerships, Mr. Gelfand and his affiliates personally in the defense or
resolution of any claim or action arising out of the MHC transaction, including
claims arising out of the indemnification obligations of the parties in
connection with the MHC transaction. All amounts in the General Reserve will be
invested in interest bearing accounts or other short term investments
(excluding derivatives) reportable for federal income tax purposes to the
Trust's federal tax identification number. Generally, at the end of three years,
assuming no claims are threatened or pending, all funds remaining in the
General Reserve will be released to the Trust, which may distribute these
funds to the Beneficiaries.
The amount of the Independent Committee Reserve trust of which
the Trust is the beneficiary is $246,238. The funds held in the Independent
Committee Reserve will be invested in an interest bearing account (but not in
derivative securities) pursuant to the terms of the Independent Committee Trust
Agreement, and reported for federal income tax purposes to the Trust's federal
tax identification number. Pursuant to the terms of a contribution agreement
among all of the partnerships/liquidating trusts, each partnership/liquidating
trust (including the Trust) will contribute a pro rata portion of any claim for
indemnification made by the Independent Committee regardless of which specific
partnership or partnerships, if less than all, a claim relates to. Assuming no
claims against the Independent Committee Reserve have been made or threatened,
$123,119 of the Reserve, plus interest, less costs, will be released two years
after the sale of the properties, and the remaining $123,119, plus interest,
less costs, will be released at the end of the third year. The Independent
Committee Reserve may elect to extend the term of the Independent Committee for
an additional year. At the time of the release of funds
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from the Independent Committee Reserve to the Trust, the Trustee will make
distributions to the Beneficiaries.
The Partnership Expense Reserve was established and retained by
the Trust. The initial amount of this Reserve was approximately $656,000 net of
liabilities and receivables. During 1995, $271,000 was distributed to the
Beneficiaries. Any funds remaining in this Reserve, after payment of
administrative expenses, contingent liabilities (known or unknown) and costs of
liquidating and dissolving, will be distributed by the Trustee to the
Beneficiaries.
(3) Results of Operations.
Since the inception of the Trust on August 10, 1994 and its
subsequent receipt of Partnership assets, the Trust has received or has been
allocated interest and dividend income of $50,081 in 1995 and $12,339 in 1994.
Reprorations of rents, utility income and expenses including write-off of
uncollectable rents subsequent to the closing of the sale of properties owned by
the Partnership resulted in a net expense of $51,881 in 1995 and $36,784 in
1994. Administrative expenses totaled $34,006 in 1995 and $32,885 in 1994.
Other than as described above, there are no known trends or
uncertainties which have had or can be reasonably expected to have a material
effect on continuing operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Index to Financial Statements set forth in Item 14 of this
Annual Report on Form 10-K. The material contained in such Financial Statements
and Notes is incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE TRUST.
The Trust has no executive officers or directors. The Trustee
is Mr. Herbert M. Gelfand. Herbert M. Gelfand currently serves as a Trustee of
16 affiliated trusts and is the Operating General Partner of four affiliated
partnerships, the first of which was formed in 1969. Mr. Gelfand was also the
founder,
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and together with his wife, Beverly J. Gelfand, were the principal shareholders
of De Anza Group, Inc., the former Operating General Partner of the
Partnership. Mr. Gelfand had served as its Chairman of the Board of Directors
until its sale. From 1986 to 1990, Mr. Gelfand was also its Chief Executive
Officer. In addition, Mr. Gelfand is the sole shareholder and Chairman of the
Board of Directors of De Anza Corporation which currently serves as the
Operating General Partner of two real estate partnerships and is the
liquidating agent of three other partnerships. He is a member of the Bar of the
State of California and was engaged in the private practice of law from 1956
through 1977. From 1970 until 1975, Mr. Gelfand was a partner in the
predecessor to the firm of Benjamin and Susman, a Law Corporation (and
thereafter was counsel to that firm until 1977), which predecessor law firm
performed legal services for all but one of the affiliated partnerships. Mr.
Gelfand is married to Beverly J. Gelfand, who served as a director of De Anza
Group, Inc. until its sale, and is the father of Michael D. Gelfand, the former
Director, President and Chief Financial Officer of De Anza Group, Inc., the
Director, President and Chief Financial Officer of De Anza Corporation and the
sold shareholder, Chairman of the Board, President and Chief Financial Officer
of Terra Vista Management, Inc. Mr. Gelfand is also the father-in-law of
Michael G. Silverman, the former Secretary, Vice President and General Counsel
of De Anza Group, Inc.
Based upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Trust, no person failed to timely file a report required by
Section 16(a) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION.
The Trust does not have directors, a chief executive officer or any
other executive officers. There was no compensation (including distributions)
paid by the Trust to the Trustee.
Information contained in Item 13 of this Annual Report on Form 10-K
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
The Trust has no knowledge of any individual who has beneficial
ownership of more than five percent of any class of the Trust's voting
interest.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
For the year ended December 31, 1995, one or more affiliated or
related parties of the Trustee were reimbursed $23,895 for the cost of goods
and services provided that were necessary for the administration of the Trust
and wind up of the Partnership's affairs. See Item 8, Note 3 to the Financial
Statements for discussion of the affiliations with the Trust is incorporated
herein by reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Index to Financial Statements for the years ended
December 31, 1995 that are filed as part of this report:
PAGE
----
Independent Auditor's Report............................15
Balance Sheets, December 31, 1995 and 1994..............16
Statements of Operations for the year ended
December, 1995 and for the period August 10,
1994 through December 31, 1994..........................17
Statements of Changes in Beneficiaries'
Capital for the period August 10, 1994
through December 31, 1995...............................18
Statements of Cash Flows for the year ended
December 31, 1995 and for the period
August 10, 1994 through December 31, 1994...............19
Notes to Financial Statements...........................21
2. All Schedules have been omitted since they are not
required, not applicable or the information is included in the Financial
Statements or notes thereto.
3. The following index sets forth the exhibits required to
be filed by Item 601 of Regulation S-K:
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<PAGE> 10
EXHIBIT NO. PAGE
- ----------- ----
2.1 Realty Business Partners Liquidating Trust
Agreement dated August 10, 1994 between the
Partnership and Herbert M. Gelfand, trustee.
(See Exhibit 2.1 in the Trust's Annual
Report on Form 10-K for the year ended
December 31, 1994, incorporated herein by
reference.)
2.2 Assignment and Assumption Agreement dated
August 18, 1994 between the Partnership and
the Trust. (See Exhibit 2.2 in the Trust's
Annual Report on Form 10-K for the year
ended December 31, 1994 incorporated herein
by reference
2.3 General Reserve Trust Agreement dated August 1,
1994 between the Partnership, the Herbert M.
and Beverly J. Gelfand Family Trust, and Herbert
M. Gelfand as trustee. (See Exhibit 2.3 in the
Trust's Annual Report on Form 10-K for the year
ended December 31, 1994 incorporated herein by
reference.)
2.4 Independent Committee Trust Agreement dated
August 1, 1994 between the Partnership and
Citicorp Trust N.A. as trustee. (See Exhibit 2.4
in the Trust's Annual Report on Form 10-K for
the year ended December 31, 1994 incorporated herein
by reference.)
2.5 General Reserve Contribution Agreement dated
August 1, 1994 between the Partnership, affiliated
partnerships, the Herbert M. and Beverly J.
Gelfand Family Trust, and Herbert M. Gelfand as
trustee. (See Exhibit 2.5 in the Trust's Annual
Report on Form 10-K for the year ended December 31,
1994 incorporated herein by reference.)
2.6 Independent Committee Reserve Contribution
Agreement dated August 1, 1994 between the
Partnership, affiliated partnerships, and Citicorp
Trust N.A. as trustee. (See Exhibit 2.6 in the
Trust's Annual Report on Form 10-K for the year
ended December 31, 1994 incorporated herein by
reference.)
(b) Reports on Form 8-K.
None.
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(c) The information set forth in Item 14(a)(3) of this annual
Report on Form 10-K is incorporated herein by reference.
(d) All information required by Regulation S-X will be furnished by
the Trust to its Beneficiaries in its annual report. Therefore, this Item is
not applicable.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
REALTY BUSINESS PARTNERS LIQUIDATING TRUST
By /s/ Herbert M. Gelfand
---------------------------------------
Herbert M. Gelfand
Trustee
Date: March 29, 1996
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REALTY BUSINESS PARTNERS
LIQUIDATING TRUST
AUDITED FINANCIAL STATEMENTS
December 31, 1995 and 1994
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Realty Business Partners Liquidating Trust
December 31, 1995 and 1994
CONTENTS
Report of Independent Auditors............................................. 1
Audited Financial Statements
Balance Sheets............................................................. 2
Statement of Operations.................................................... 3
Statement of Changes in Beneficiaries' Capital............................. 4
Statements of Cash Flows................................................... 5
Notes to Financial Statements.............................................. 7
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Report of Independent Auditors
To the Beneficiaries
Realty Business Partners Liquidating Trust
Beverly Hills, California
We have audited the accompanying balance sheets of Realty Business Partners
Liquidating Trust (the Trust) as of December 31, 1995 and 1994, and the related
statements of operations and changes in beneficiaries' capital and cash flows
for the year ended December 31, 1995 and for the period August 10, 1994 (date
of inception) through December 31, 1994. These financial statements are the
responsibility of Herbert M. Gelfand, the trustee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide 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 Trust as of December 31,
1995 and 1994, and the related results of operations and its cash flows for the
year ended December 31, 1995 and for the period August 10, 1994 (date of
inception) through December 31, 1994, in conformity with generally accepted
accounting principles.
Ernst & Young, LLP
Los Angeles, California
January 22, 1996
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Realty Business Partners Liquidating Trust
Balance Sheets
<TABLE>
<CAPTION>
December 31,
1995 1994
--------------------------
<S> <C> <C>
ASSETS
CASH (Note 1) $ 324,832 $ 651,931
RESTRICTED CASH (Notes 1 and 2) 793,130 972,130
INTEREST RECEIVABLE 6,518 724
--------------------------
$1,124,480 $1,624,785
==========================
LIABILITIES AND BENEFICIARIES' CAPITAL
ACCOUNTS PAYABLE AND ACCRUED EXPENSES,
including $2,609 and $18,520 due to
related parties at December 31, 1995
and 1994, respectively $ 38,469 $ 52,968
UNRECOGNIZED GAIN (Note 2) 793,130 972,130
--------------------------
831,599 1,025,098
BENEFICIARIES' CAPITAL 292,881 599,687
--------------------------
$1,124,480 $1,624,785
==========================
</TABLE>
See accompanying report of independent auditors and
notes to financial statements.
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Realty Business Partners Liquidating Trust
Statements of Operations
<TABLE>
<CAPTION>
For the Period
August 10, 1994
FOR THE YEAR (Date of
ENDED Inception) through
DECEMBER 31, December 31,
1995 1994
------------ ------------------
<S> <C> <C>
INCOME
Gain on sale of property and equipment (Note 2) $ 179,000 $ -
Interest and dividends 50,081 12,339
Other - 478
--------- ---------
229,081 12,817
EXPENSES
Professional fees and services, including $6,254
and $3,935 paid to related parties during 1995
and 1994, respectively (Note 3) 41,082 15,518
Other-including $1,362 paid to related parties
during 1995 18,529 626
Salaries paid to related parties 16,279 16,741
Miscellaneous partnership expenses 9,997 36,784
--------- --------
85,887 69,669
--------- --------
NET INCOME (LOSS) $ 143,194 $(56,852)
========= ========
NET INCOME (LOSS) PER 1% BENEFICIARY
INTEREST (Note 4) $1,431.94 $(568.52)
========= ========
</TABLE>
See accompanying report of independent auditors and
notes to financial statements.
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Realty Business Partners Liquidating Trust
Statement of Changes in Beneficiaries' Capital
<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 10, 1994
(DATE OF
INCEPTION)
THROUGH
DECEMBER 31,
1995
---------------
<S> <C>
BALANCE - August 10, 1994 (date of inception) $ -
CAPITAL CONTRIBUTIONS - for the period from August 10, 1994
(date of inception) through December 31, 1994 656,539
NET LOSS - for the period from August 10, 1994 (date of inception)
through December 31, 1994 (56,852)
---------
BALANCE - December 31, 1994 599,687
NET INCOME - for the year ended December 31, 1995 143,194
CAPITAL DISTRIBUTIONS - for the year ended December 31, 1995 (450,000)
---------
BALANCE - December 31, 1995 $ 292,881
=========
</TABLE>
See accompanying report of independent auditors and
notes to financial statements.
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Realty Business Partners Liquidating Trust
Statements of Cash Flows
<TABLE>
<CAPTION>
For the Period
FOR THE YEAR August 10, 1994
ENDED (Date of Inception)
DECEMBER 31, through December 31,
1995 1994
----------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Gross rents received from real estate operations $ -- $ 72,444
Cash paid to suppliers, including $23,895 and
$20,771 paid to related parties during 1995 and
1994, respectively (100,386) (788,944)
Interest and other income 44,287 23,051
----------------------------------------
Net cash used in operating activities (56,099) (693,449)
----------------------------------------
INVESTING ACTIVITIES
Addition to restricted cash -- (972,130)
Release of restricted cash 179,000 --
----------------------------------------
Net cash provided by (used in) investing
activities 179,000 (972,130)
----------------------------------------
FINANCING ACTIVITIES
Capital contributions -- 2,317,510
Capital distributions (450,000) --
----------------------------------------
Net cash (used in) provided by financing
activities (450,000) 2,317,510
----------------------------------------
NET (DECREASE) INCREASE IN CASH (327,099) 651,931
CASH AT BEGINNING OF PERIOD 651,931 --
----------------------------------------
CASH AT END OF PERIOD $ 324,832 $ 651,931
========================================
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH USED IN OPERATING ACTIVITIES
Net income (loss) $ 143,194 $ (56,852)
Adjustments to reconcile net income (loss) to
net cash used in operations:
Gain on sale of property and equipment (179,000) --
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (5,794) 91,836
Decrease in accounts payable and accrued
expenses (14,499) (728,433)
----------------------------------------
Net cash used in operating activities $ (56,099) $ (693,449)
========================================
</TABLE>
See accompanying report of independent auditors and
notes to financial statements.
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Realty Business Partners Liquidating Trust
Statements of Cash Flows (Continued)
NONCASH ACTIVITY
On September 30, 1994, Realty Business Partners was liquidated and various
assets and liabilities were transferred to the Realty Business Partners
Liquidating Trust (Notes 1 and 2). The noncash assets and liabilities that
were transferred consisted of accounts receivable of $92,560, accounts payable
and accrued expenses of $781,401, and unrecognized gain of $972,130.
See accompanying report of independent auditors and
notes to financial statements.
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Realty Business Partners Liquidating Trust
Notes to Financial Statements
For the Year Ended December 31, 1995 and
For the Period August 10, 1994 (Date of Inception) through December 31, 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Realty Business Partners Liquidating Trust (the Trust) was formed on August 10,
1994 to acquire the remaining assets, assume the remaining liabilities and wind
up the affairs of Realty Business Partners (the Partnership), pursuant to a
plan of liquidation of the Partnership. The Partnership ceased operations and
dissolved as of August 18, 1994, and subsequently terminated on November 10,
1994. Subsequent to August 18, 1994, all of the remaining assets and
liabilities of the Partnership and its reserves and the right to reserves held
in various trusts, were contributed to the Trust by the Partnership on behalf
of the beneficiaries of the Trust, of which Herbert M. Gelfand, former
operating general partner of the Partnership, is the trustee (Trustee). The
Trust will settle Partnership liabilities and will terminate upon final release
and distribution of reserves. Beneficial interest in the Trust will be
maintained by the Partnership's former limited partners in accordance with each
partner's pro rata class ownership interest in the Partnership.
INCOME TAXES
No provision for income taxes has been included in the accompanying financial
statements, since the beneficiaries are responsible for reflecting their share
of income or loss on their respective income tax returns.
CASH AND CASH EQUIVALENTS
The Trust invests cash not needed for working capital in highly liquid
short-term investments consisting primarily of money market funds and
certificates of deposit, with original maturities generally ranging from one to
three months. The Trust considers all such items to be cash equivalents. At
December 31, 1995, and periodically, balances in various accounts exceeded
federally insured limits. No losses have been experienced to date related to
such accounts. The Trust places its cash and cash equivalents with quality
financial institutions and believes it is not exposed to any significant
concentration of credit risk on cash and cash equivalents.
See accompanying report of independent auditors.
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Realty Business Partners Liquidating Trust
Notes to Financial Statements (Continued)
For the Year Ended December 31, 1995 and
For the Period August 10, 1994 (Date of Inception) through December 31, 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RESTRICTED CASH
At December 31, 1995 and 1994, the Trust had $793,130 and $866,075,
respectively, in restricted cash. These amounts consist of a General Reserve
and Independent Committee Reserve totaling $546,892 and $246,238, respectively,
in 1995 and an MHC Reserve, General Reserve and Independent Committee Reserve
totaling $179,000, $546,892 and $246,238, respectively, in 1994 (see Note 2).
FINANCIAL INSTRUMENTS
The carrying amount reported in the balance sheet for cash, cash equivalents,
interest receivable and accounts payable approximates fair value due to the
short maturity of these instruments.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
See accompanying report of independent auditors.
-22-
<PAGE> 23
Realty Business Partners Liquidating Trust
Notes to Financial Statements (Continued)
For the Year Ended December 31, 1995 and
For the Period August 10, 1994 (Date of Inception) through December 31, 1994
2. CONTRIBUTIONS TO LIQUIDATING TRUST
On September 30, 1994, the Partnership contributed the following assets and
liabilities to the Liquidating Trust on behalf of the beneficiaries:
Cash:
MHC Reserve $ 179,000
General Reserve 546,892
Independent Committee Reserve 246,238
Operating cash (Partnership Expense Reserve) 1,345,380
Noncash:
Accounts receivable 92,560
Accounts payable and accrued expenses (781,401)
Deferred gain on sale (972,130)
----------
Net capital contribution to the Trust $ 656,539
==========
The MHC Reserve was required by the amended sales agreement between the
Partnership and the buyer of the partnership properties, an affiliate of
Manufacturing Home Communities, Inc. (MHC), to fund contingencies arising from
claims by MHC against the Partnership for any misrepresentation related to the
MHC transaction. During 1995, the MHC Reserve of $179,000 was released in full
and distributed to the beneficiaries of the Trust. The General Reserve and
Independent Committee Reserve were established to fund contingent liabilities
that may arise out of the MHC transaction, and the Partnership Expense Reserve,
consisting of the remaining unrestricted funds, was established to fund future
administrative costs and contingencies of the Trust. During 1995, $271,000 of
the Partnership Expense Reserve was released and distributed to the
beneficiaries of the Trust.
Pursuant to the guidelines of Statements of Financial Accounting Standards
No. 66, "Accounting for Sales of Real Estate," the Partnership deferred in 1994
the recognition of gain on that portion of the sales proceeds represented by
the MHC Reserve, General Reserve and Independent Committee Reserve, totaling
$972,130. The unrecognized gain was subsequently transferred to the Trust.
During the year ended December 31, 1995, the Trust recognized as income
$179,000 attributable to the MHC Reserve which was released.
See accompanying report of independent auditors.
-23-
<PAGE> 24
Realty Business Partners Liquidating Trust
Notes to Financial Statements (Continued)
For the Year Ended December 31, 1995 and
For the Period August 10, 1994 (Date of Inception) through December 31, 1994
3. RELATED PARTY TRANSACTIONS
Terra Vista Management, Inc. and De Anza Leasing Corporation, a related party
and affiliate, respectively, of the Trustee, were paid $23,895 and $20,771
during the year ended December 31, 1995 and the period from August 10, 1994
(date of inception) through December 31, 1994, respectively, for performing
bookkeeping, legal, computer and beneficiary relations services necessary for
the administration of the Trust.
4. INCOME (LOSS) PER 1% BENEFICIARY INTEREST
Income (loss) per 1% beneficiary interest is computed based on each
beneficiary's pro rata limited partner class ownership interest formerly held
in the dissolved Partnership. The 1995 net income of $143,194 and the 1994 loss
of $56,852 results in $1,431.94 of income and $586.52 of loss, respectively,
for each 1% interest in the Trust.
See accompanying report of independent auditors.
-24-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,117,962
<SECURITIES> 0
<RECEIVABLES> 6,518
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,124,480
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,124,480
<CURRENT-LIABILITIES> 38,469
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 292,881
<TOTAL-LIABILITY-AND-EQUITY> 1,124,480
<SALES> 0
<TOTAL-REVENUES> 229,081
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 85,887
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 143,194
<INCOME-TAX> 0
<INCOME-CONTINUING> 143,194
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 143,194
<EPS-PRIMARY> 1,431.94<F1>
<EPS-DILUTED> 1,431.94<F1>
<FN>
<F1>EARNINGS PER SHARE IS PER 1% BENEFICIARY INTEREST.
</FN>
</TABLE>
