NATIONAL REAL ESTATE LTD PARTNERSHIP INCOME PROPERTIES II
10-Q, 1995-11-15
REAL ESTATE
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     SECURITIES AND EXCHANGE COMMISSION
     
     Washington, DC 20549
     
     
     FORM 10-Q
     
     
     Quarterly Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     
     
     
     For Quarter Ended September 30, 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) - September 30, 1995
            and December 31, 1994. . . . . . . . . . .2
     
       Statement of Operations (unaudited) - Three months
     & nine months
            ended September 30, 1995 and 1994. . . . .3
     
       Statement of Cash Flows (unaudited) -
            Nine months ended September 30, 1995 and 19944
     
       Notes to Financial Statements (unaudited) . .5-6
     
       Management's Discussion and Analysis of
            Financial Condition and Results of Operation7
     
     
     PART II. OTHER INFORMATION AND SIGNATURES . . .8-9
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP  
     INCOME PROPERTIES-II  
     (A Wisconsin Limited Partnership)    
     Balance Sheet    
     (Unaudited) 
                      Spetember 30,       December 31,   
                           1995                1994 
     ASSETS
     
       Current Assets:
          Cash             $    467,418        $    369,244
          Escrow and other deposits
                           0                   23,254
          Accounts receivable and other assets
                           28,570              8,346
       Other Assets:
          Investment properties, at cost
             Land               516,590             516,590
             Buildings and improvements
                           4,145,090           4,140,774
     
                           4,661,680           4,657,364
             Less accumulated depreciation
                           1,090,367           985,470
     
                           3,571,313           3,671,894
     
       Intangible Assets:  
        Debt issue costs, net of accumulated amortization
        of $5215 as of September 30, 1995 and
        $3,700 as of December 31, 1994
                           2,862               4,377
     
                      $    4,070,163      $    4,077,115
     
     LIABILITIES AND PARTNERS' CAPITAL    
     
     Liabilities:     
          Accrued expenses and other liabilities 
                      $    930            $    1,500
          Tenant security deposits
                           27,374              27,924
          Mortgage notes payable (Note 5)
                           502,333             535,333
          Rent received in advance
                           12,577              10,968
     
                           543,214             575,725
     Partners' Capital (Note 3):     
          General Partners (deficit)
                           32,717              26,792
          Limited Partners 
          (authorized----40,000 Interests;
                           3,494,230           3,474,598
          outstanding--20,653.69) 
                           3,526,947           3,501,390
     
                      $    4,070,163      $    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      Nine Months ended
              September 30,            September 30,
            1995           1994      1995      1994 
     
     Income:                         
          Operating Income
       $183,849       $183,318       $563,661  $536,942
     
     
       183,849        183,318        563,661   536,942
     
     Operating expenses:
          Operating
       79,674         79,428         237,799   229,026
     
          Administration
       26,898         25,356         85,227    85,964
     
          Depreciation and amortization
       35,620         35,557         106,858   106,671
     
          Interest (Note 6)
       17,881         12,730         40,889    35,524
     
       160,073        153,071        470,773   457,185
     
     
     Income (Loss) from operations
       23,776         30,247         92,888    79,757
     
     
     Other income (expense):
          Interest and other income
       12,091         3,726          25,613    8,697
     
     
        Net Income/(Loss)
       $35,867        $33,973        118,501   88,454
     
     
     Net Income/(Loss) attributable to
          General Partners (5%)
       $1,793         $1,699         5,925     4,423
     
     Net Income/Loss attributable to
          Limited Partners (95%)
       $34,074        $32,274        112,576   84,031
     
          Per Limited Partnership
            Interest outstanding-20,653.69
       $1.65          $1.56          5.45      4.07
     
     
     See notes to financial statements.   
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Statement of Cash Flows
     (Unaudited)
                             Nine Months Ended
                                 September 30,
                           1995           1994
     Operating Activities:
              Net income (loss) for the period
                           $118,501       $88,454
           Adjustments to reconcile net loss to
            net cash used in operating activities:
               Depreciation and amortization
                           105,344        105,156
               Amortization of debt issue costs
                           1,515          1,515
               Gain on retirement of personal property
                           793            0
           Changes in operating assets and
             liabilities:
               Escrow deposits and other assets
                           3,030          (1,810)
               Rents received in advance
                           1,609          277
               Accrued expenses and other liabilities
                           (570)          (5,554)
               Tenant security deposits
                           (550)          2,700
               Accrued real estate taxes
                           0                  0
     
                    NET CASH PROVIDED BY (USED IN)
                      OPERATING ACTIVITIES
                           229,672        190,738
     
     Investment activity:
               Additions to investment property
                           (5,556)             0
     
     Financing activities:
               Distributions to partners
                           (92,942)       (92,942)
               Proceeds from mortgage note payable
                                0              0
               Payments on mortgage note payable
                           (33,000)       (33,000)
     
     NET CASH PROVIDED BY FINANCING ACTIVITIES
                           (125,942)      (125,942)
     
     INCREASE (DECREASE) IN CASH
                           98,174         64,796
     
     Cash at beginning of period
                           369,244        278,892
     CASH AT END OF PERIOD
                           $467,418       $343,688
                                                    
     See notes to financial statements.
     
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements
     (Unaudited)
     September 30, 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
                 September 30, 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 September 30, 1995 
     Partners' Equity, beginning of quarter    $3,491,137
     Distributions                             (30,981)
     Net Income (Loss)                         34,074
     Partners' Equity, end of quarter          $3,494,230
     
     
     Quarter Ended September 30, 1994
     Partners' Equity, beginning of quarter    $3,476,549
     Distributions                        (30,981)
     Net Income (Loss)                         32,274
     Partners' Equity, end of quarter          $3,477,842
     
     
     GENERAL PARTNERS
     Quarter Ended September 30, 1995 
     Partners' Equity, beginning of quarter    $30,924
     Distributions                             --
     Net Income (Loss)                         1,793
     Partners' Equity, end of quarter          $32,717
     
     
     Quarter Ended September 30, 1994
     Partners' Equity, beginning of quarter    $23,634
     Distributions                        --
     Net Income (Loss)                         1,699
     Partners' Equity, end of quarter          $25,333
     
     
     TOTAL
     Quarter Ended September 30, 1995 
     Partners' Equity, beginning of quarter    $3,522,061
     Distributions                             (30,981)
     Net Income (Loss)                         35,867
     Partners' Equity, end of quarter          $3,526,947
     
     
     Quarter Ended September 30, 1994
     Partners' Equity, beginning of quarter    $3,500,183
     Distributions                        (30,981)
     Net Income (Loss)                         33,973
     Partners' Equity, end of quarter          $3,503,175
     
     
          <PAGE>
NATIONAL REAL ESTATE LIMITED PARTNERSHIP
     INCOME PROPERTIES-II
     (A Wisconsin Limited Partnership)
     Notes to Financial Statements (cont'd)
     (Unaudited)
     September 30, 1995
     
     
     4.     National Realty Management, Inc. (NRMI):  The
                 Partnership incurred property management fees of
                 $30,296 under an agreement with NRMI for the nine
                 month period ended September 30, 1995.
     
     5.     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
                 10.25%. 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
     September 30, 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 started legal
     proceedings relating to collection from EGG and its
     principals. 
     
     Amberwood's occupancy rate for the third quarter of
     1995 was 100%. Cave Creek Lock-It Lockers' occupancy
     during the same period was 98% based on net rentable
     square footage. During the comparable period in 1994
     occupancy rates were 100% for Amberwood and 99.6% for
     Cave Creek Lock-It Lockers.
     
     Total operating revenues for Cave Creek Lock-It Lockers
     in 1995 are higher than those in 1994 due to an
     increase in rental rates. Operating expenses have
     remained in line with the same quarter of 1994. 
     Interest expense increased slightly compared with the
     same quarter of 1994 due to a slight increase in
     interest rates. Planned renovations for 1995 include
     installing a fence at Cave Creek Lock-It Lockers.
     
     The distributions have remained at $1.50 per share per
     quarter and totaled $30,980.55 for the third 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
     September 30, 1995.
     
          <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   November 15, 1995
     /S/   John Vishnevsky    
     John Vishnevsky
     President and Chief Operating and
     Executive Officer
     National Development and Investment, Inc.
     Corporate General Partner
     
     
     Date  /S/November 15, 1995
     /S/   John Vishnevsky    
     John Vishnevsky
     Chief Financial and Accounting Officer
     
     
     
     Date  /S/November 15, 1995
     Stephen P. Kotecki  
     Stephen P. Kotecki
     President 
     EC Corp
     Corporate General Partner
     
     
     
     
     
     B:\NIP2-3QT.ELE
     
     
     

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         467,418
<SECURITIES>                                         0
<RECEIVABLES>                                   28,570
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               495,988
<PP&E>                                       4,661,680
<DEPRECIATION>                               1,090,367
<TOTAL-ASSETS>                               4,070,163
<CURRENT-LIABILITIES>                           40,881
<BONDS>                                        502,333
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   3,526,947<F1>
<TOTAL-LIABILITY-AND-EQUITY>                 4,070,163
<SALES>                                              0
<TOTAL-REVENUES>                               195,940
<CGS>                                                0
<TOTAL-COSTS>                                  142,192
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              17,881
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,867
<EPS-PRIMARY>                                     1.65<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Refers to General Partners & Limited Partners Capital
<F2>95% Limited Partners - Interest Outstanding = 20,653.69
</FN>
        

</TABLE>


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