NATIONAL REAL ESTATE LTD PARTNERSHIP INCOME PROPERTIES II
10-Q/A, 1995-07-26
REAL ESTATE
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     SECURITIES AND EXCHANGE COMMISSION
     
     Washington, DC 20549
     
     FORM 10-Q Amendment
     THe purpose of this amendment is to attach the FDS
     
     Quarterly Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     
     For Quarter Ended March 31, 1995
     Commission File Number: 01-16874
     
     National Real Estate Limited Partnership Income
     Properties-II
     (Exact name of registrant as specified in its charter)
     
     
     
     
     
     Wisconsin
     (State or other jurisdiction of incorporation or
     organization)
     
     39-1553195 
     (I.R.S. Employer Identification Number)
     
     
     9800 West Bluemound Road, Wauwatosa,
     Wisconsin  53226-4353    
     (Address of principal executive offices)(zip code)
     
     
     Registrant's telephone number, including area code: 
     (414) 453-3498
     
     
     -N/A - 
     Former name, address and fiscal year if changed since
     last report.
     
     
     Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Sections 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.
     
     
          (X)  Yes     No<PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP INCOME
     PROPERTIES-II
     
     
     
     
     INDEX
     
     
     
     
      Page
     
     PART I. FINANCIAL INFORMATION
     
     Balance Sheet (unaudited) - March 31, 1995
     and December 31, 1994 . . . . . . . . . . . . . .2
     
     Statement of Operations (unaudited) - Three months 
     ended March 31, 1995 and 1994 . . . . . . . . . .3
     
     Statement of Cash Flows (unaudited) -
     Three months ended March 31, 1995 and 1994. . . .4
     
     Notes to Financial Statements (unaudited) . . .5-6
     
     Management's Discussion and Analysis of
     Financial Condition and Results of Operation. . .7
     
     
     PART II. OTHER INFORMATION AND SIGNATURES . . .8-9
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     
     Balance Sheet
     (Unaudited)
     
                              March 31,      December 31,
                                1995              1994
     
     ASSETS
      Current Assets:
        Cash                  $401,891       $369,244
        Escrow and other deposits (Note 5)
                              21,822         23,254
        Accounts receivable and other assets
                              10,067         8,346
      Other Assets:
        Investment properties, at cost
         Land                 516,590        516,590
         Buildings and improvements
                              4,140,774      4,140,774
     
     
                              4,657,364      4,657,364
        Less accumulated depreciation
                              1,020,584      985,470
     
                              3,636,780      3,671,894
     
     Intangible Assets:
       Debt issue costs, net of accumulated amortization
       of $5720 as of December 31, 1994 and
       $3,700 as of December 31, 1993
                              3,872          4,377
     
                              $4,074,432     $4,077,115
     
     LIABILITIES AND PARTNERS' CAPITAL
     
     Liabilities:
       Accrued expenses and other liabilities 
                              $1,962         $1,500
       Tenant security deposits
                              27,124         27,924
       Mortgage notes payable (Note 6)
                              524,333        535,333
       Rent received in advance
                              15,018         10,968
     
                              568,437        575,725
     
     
     Partners' Capital (Note 3):
     
       General Partners (deficit)
                              28,572         26,792
       Limited Partners 
       (authorized----40,000 Interests;
                              3,477,423      3,474,598
       outstanding--20,653.69) 
                              3,505,995      3,501,390
     
                              $4,074,432     $4,077,115
     
     See notes to financial statements.
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROERTIES-II
     (A Wisconsin Limited Partnership)
     
     Statement of Operations
     (Unaudited)
     
                                   Three Months Ended
                                        March 31,
                                   1995           1994
     Income:
       Operating Income            $188,483       $175,134
     
                                   188,483        175,134
     
     Operating expenses:
       Operating                   77,202         74,072
       Administration              33,549         33,774
       Depreciation and amortization
                                   35,619         35,506
       Interest (Note 6)           13,716         10,785
     
                                   160,086        154,137
     
     
     Income (Loss) from operations 28,397         20,997
     
     Other income (expense):
       Interest and other income   7,190          2,255
     
        Net Income/(Loss)          $35,586        $23,252
     
     Net Income/(Loss) attributable to
       General Partners (5%)       $1,779         $1,163
     Net Income/Loss attributable to
       Limited Partners (95%)      $33,807        $22,089
       Per Limited Partnership     
       Interest outstanding-20,653.69
                                   $1.64          $1.07
     
     See notes to financial statements.
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     
     Statement of Cash Flows
     (Unaudited)
     
                                   Three Months Ended
                                        March 31,
     
                                   1995           1994
     
     Operating Activities:
       Net income (loss) for the period
                                   $35,586        $23,252
     
     Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization
                                   35,114         35,001
     Amortization of debt issue costs
                                   505            505
     
     Changes in operating assets and
     liabilities:
       Escrow deposits and other assets
                                   (289)          (17,280)
       Rents received in advance   4,050          4,489
       Accrued expenses and other liabilities
                                   462            14,181
       Tenant security deposits    (800)          2,350
     
       Accrued real estate taxes   0              0
     
     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                   74,628         62,498
     
     Investment activity:
       Additions to investment property
                                   (0)            0
     Financing activities:
       Distributions to partners   (30,981)       (30,981)
       Proceeds from mortgage note payable
                                   0              0
       Payments on mortgage note payable
                                   (11,000)       (11,000)
     
     NET CASH PROVIDED BY FINANCING ACTIVITIES
                                   (41,981)       (41,981)
     
     INCREASE (DECREASE) IN CASH   32,647         20,517
     
     Cash at beginning of period   369,244        278,892
     
     CASH AT END OF PERIOD         $401,891       $299,409
     
     See notes to financial statements.
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements
     (Unaudited)
     March 31, 1995
     
     
     1.In the opinion of the General Partners, the
     accompanying unaudited financial statements contain all
     adjustments (consisting of normal recurring accruals)
     which are necessary for a fair presentation. The
     statements, which do not include all of the information
     and footnotes required by generally accepted accounting
     principles for complete financial statements, should be
     read in conjunction with the National Real Estate
     Limited Partnership Income Properties-II annual report
     for the year ended December 31, 1994. Refer to the
     footnotes of those statements for additional details of
     the Partnership's financial condition. The operating
     results for the period ended March 31, 1995 may not be
     indicative of the operating results for the entire
     year.
     
     2.National Real Estate Limited Partnership Income
     Properties-II (the "Partnership") was organized under
     the Wisconsin Uniform Limited Partnership Act pursuant
     to a Certificate of Limited Partnership dated June 5,
     1986, to acquire primarily existing commercial and
     residential real properties and hotels. John Vishnevsky
     and National Development and Investment, Inc., have
     contributed the sum of $1,000 to the Partnership as
     General Partners. The Limited Partnership Agreement had
     authorized the issuance of 40,000 Limited Partnership
     Interests (the "Interests") at $250 per Interest with
     the offering period running from August 18, 1986
     through August 18, 1988. On August 18, 1988, the
     Partnership concluded its offering and capital
     contributions totaled $5,163,031 for 20,653.69 Limited
     Partnership Interests.
     
     Pursuant to the Escrow Agreement with the First
     Wisconsin Trust Company, Milwaukee, Wisconsin, until
     the minimum number of Interests (4,850) and investors
     (100) were subscribed, payments were impounded in a
     special interest-bearing escrow account. On February 2,
     1987, the Partnership received the required minimum
     capital contributions and $1,332,470, representing
     5,329.88 Interests, was released to the Partnership.
     
     3.Changes in Partners' Equity:
     
     LIMITED PARTNERS
     Quarter Ended March 31, 1995 
     Partners' Equity, beginning of quarter  $3,474,598
     Distributions                           (30,981)
     Net Income (Loss)                       33,807
     Partners' Equity, end of quarter        $3,477,423
     
     
     Quarter Ended March 31, 1994
     Partners' Equity, beginning of quarter  $3,486,753
     Distributions                           (30,981)
     Net Income (Loss)                       22,089
     Partners' Equity, end of quarter        $3,477,861
     
     
     GENERAL PARTNERS
     Quarter Ended March 31, 1995 
     Partners' Equity, beginning of quarter  $26,792
     Distributions                           --
     Net Income (Loss)                       1,779
     Partners' Equity, end of quarter        $28,572
     
     
     Quarter Ended March 31, 1994
     Partners' Equity, beginning of quarter  $20,910
     Distributions                           --
     Net Income (Loss)                       1,163
     Partners' Equity, end of quarter        $22,073
     
     
     TOTAL
     Quarter Ended March 31, 1995 
     Partners' Equity, beginning of quarter  $3,501,390
     Distributions                           (30,981)
     Net Income (Loss)                       35,586
     Partners' Equity, end of quarter        $3,505,995
     
     
     Quarter Ended March 31, 1994
     Partners' Equity, beginning of quarter  $3,507,663
     Distributions                           (30,981)
     Net Income (Loss)                       23,252
     Partners' Equity, end of quarter        $3,499,934
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements (cont'd)
     (Unaudited)
     March 31, 1995
     
     
     4.National Realty Management, Inc. (NRMI):  The
     Partnership incurred property management fees of $9,501
     under an agreement with NRMI for the three month period
     ended March 31, 1995.
     
     5.For Cave Creek Lock-It Lockers and Amberwood
     Apartments, monthly payments are being deposited for
     the estimated 1995 real estate taxes. Funds are
     escrowed at a rate of $5,000 per month for Amberwood
     and $2,400 per month for Cave Creek Lock-It Lockers.
     Amberwood's real estate taxes are prepaid in two
     installments, one in September and one in February.
     
     6.The mortgage note payable is secured by Amberwood
     Apartments. Monthly principal and interest payments are
     required in amounts sufficient to fully amortize the
     loan over 15 years. The interest rate is adjustable
     annually at 1.5% plus First Michigan Bank prime rate
     and is currently at 10.5%. The note matures on March 1,
     1997. Maturities of the mortgage from 1995 to 1997
     based on the current accrual rate, are as follows: 
     $44,000, $44,000, and $447,333.
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP 
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Management's Discussion and Analysis of
     Financial Condition and Results of Operations
     March 31, 1995
     
     The Partnership owns and operates two investment
     properties:  a portion of Cave Creek Lock-It Lockers,
     located in Phoenix, Arizona, and the Amberwood
     Apartments, a 56-unit apartment complex in Holland,
     Michigan.
     
     National Real Estate Limited Partnership Income
     Properties ("NRELP-IP") owns the remaining portion of
     Cave Creek Lock-It Lockers. National Real Estate
     Limited Partnership-VI ("NRELP-VI") owned 12 units of
     Amberwood through February 28, 1992, at which time the
     units were sold to the Partnership for $660,000 and a
     Future Interest Proceeds Agreement. The purchase was
     funded by proceeds of a first mortgage note. The
     mortgage is collateralized by all 56 units of Amberwood
     Apartments. The Partnership is contingently liable to
     pay NRELP-VI proceeds from a future sale of Amberwood
     Apartments as set forth in a Future Interest Proceeds
     Agreement. Upon the future sale of Amberwood
     Apartments, NRELP-VI is entitled to receive 50% of the
     net sales price above $57,500 per unit (reduced by
     normal selling costs) until the Partnership earns a
     cumulative return of 20% on its investment. Beyond
     that, once the Partnership earns its cumulative return
     of 20% on its investment, NRELP-VI will receive 60% of
     the net sales price above $57,500 per unit. NRELP-IP
     and NRELP-VI are Wisconsin limited partnerships,
     affiliated with the General Partners.
     
     Amberwood is located in a wooded setting and is
     conveniently located near shopping, bike paths and
     businesses, and offers superior amenities. The economy
     within the area has remained stable. The rental market
     is very strong which has prompted several apartment
     communities to add additional units. 
     
     Upon the purchase of Cave Creek Lock-It Lockers, the
     Partnership entered into master lease agreements with
     the Seller, Enterprise Growth Group (EGG). The
     Partnership was informed that EGG had been funding the
     lease payments, because cash flow from the property had
     not been sufficient to cover the payments. EGG made
     only a partial lease payment in August of 1991 for
     July's installment and had been delinquent in
     subsequent payments. The General Partners officially
     notified EGG of their default on October 17, 1991.
     Management of the property was turned over to National
     Realty Management, Inc. on November 1, 1991 in order to
     ensure maximization of net operating income to the
     Partnership. As of early 1992, the master lease
     agreements expired. The Partnership continues to
     consider legal remedies relating to enforcing
     collection from EGG. 
     
     Amberwood's occupancy rate for the first quarter of
     1995 was 100%. Cave Creek Lock-It Lockers' occupancy
     during the same period was 98.2% based on net rentable
     square footage. During the comparable period in 1994
     occupancy rates were 97.6% for Amberwood and 99% for
     Cave Creek Lock-It Lockers.
     
     Rental Rates at Cave Creek Lock-It Lockers were raised
     in April and the rental rates at Amberwood were
     increased in January. Planned renovations for 1995 at
     Cave Creek Lock-It Lockers and Amberwood include
     various painting projects.
     
     Total operating revenues for Amberwood and Cave Creek
     Lock-It Lockers in 1995 are higher than those in 1994
     due to an increase in rental rates and a decrease in
     delinquency at Cave Creek Lock-It Lockers. Operating
     and administrative expenses have remained in line with
     the same quarter of 1994.  Interest expense has
     increased due to increases in the prime rate in
     comparison to 1994.
     
     The distributions have remained at $1.50 per share per
     quarter and totaled $30,980.55 for the first quarter.
     These distributions are required to be allocated 100%
     to the Limited Partners, as outlined in the prospectus.
          <PAGE>
PART II. OTHER INFORMATION
     
     
     
     Item 6(b). Reports on Form 8-K
     There were no reports on Form 8-K for the quarter ended
     March 31, 1995.
     
     FDS is exhibit 27
     <PAGE>
SIGNATURES
     
     
     
     Pursuant to the requirements of the Securities Exchange
     Act of
     1934, the registrant has duly caused this report to be
     signed on
     its behalf by the undersigned thereunto duly
     authorized.
     
     
     
     National Real Estate Limited Partnership
     Income Properties-II
     (Registrant)
     
     
     
     
     Date   /S/July 20, 1995
     /S/   John Vishnevsky    
     John Vishnevsky
     President and Chief Operating and
     Executive Officer
     National Development and Investment, Inc.
     Corporate General Partner
     
     
     Date  /S/July 20, 1995
     /S/   John Vishnevsky    
     John Vishnevsky
     Chief Financial and Accounting Officer
     
     
     
     Date  /S/July 20, 1995 
     Stephen P. Kotecki  
     Stephen P. Kotecki
     President 
     EC Corp
     Corporate General Partner
     
     
     
     
     
          F:\WPDOCS\LETTERS\10Q-NIP2.ELE<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         423,713
<SECURITIES>                                         0
<RECEIVABLES>                                   10,067
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               433,780
<PP&E>                                       4,657,364
<DEPRECIATION>                               1,020,584
<TOTAL-ASSETS>                               4,074,432
<CURRENT-LIABILITIES>                           44,104
<BONDS>                                        524,333
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   3,505,995<F1>
<TOTAL-LIABILITY-AND-EQUITY>                 4,074,432
<SALES>                                              0
<TOTAL-REVENUES>                               195,673
<CGS>                                                0
<TOTAL-COSTS>                                  146,370
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,716
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,586
<EPS-PRIMARY>                                     1.64<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Refers to General Partners and Limited Partners capital.
<F2>95% Limited Partners - Interest outstanding = 20,653.69.
</FN>
        

</TABLE>


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