<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED JUNE 30, 1997
Commission File Number 1-9648
NATIONAL REALTY, L.P.
----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2163175
- ------------------------------- ---------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10670 North Central Expressway, Suite 300, Dallas, Texas 75231
--------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(214) 692-4700
------------------------------
(Registrant's Telephone Number,
Including Area Code)
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 .
--- ---
Units of Limited Partner Interest 6,328,969
- --------------------------------- ------------------------------
(Class) (Outstanding at August 1, 1997)
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying Consolidated Financial Statements have not been examined by
independent certified public accountants, but in the opinion of the management
of National Realty, L.P., all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of consolidated results of
operations, consolidated financial position and consolidated cash flows at the
dates and for the periods indicated, have been included.
NATIONAL REALTY, L.P.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ --------------
(dollars in thousands)
<S> <C> <C>
Assets
Real estate held for investment
Land ......................................... $ 49,758 $ 51,342
Buildings and improvements ................... 391,767 396,626
-------- --------
441,525 447,968
Less - accumulated depreciation .............. (224,158) (223,204)
-------- --------
217,367 224,764
Notes and interest receivable, net of deferred
gains of $15,787 in 1997 and 1996 ............ 23,077 15,189
Less - allowance for estimated losses ........ (1,910) (1,910)
-------- --------
21,167 13,279
Cash and cash equivalents ...................... 16,253 5,872
Accounts receivable ............................ 2,261 2,040
Prepaid expenses ............................... 996 1,663
Escrow deposits and other assets (including $480
in 1997 from affiliates) ..................... 5,473 18,496
Marketable equity securities of affiliate, at
market ....................................... 2,447 1,272
Deferred financing costs ....................... 12,982 13,947
-------- --------
$278,946 $281,333
======== ========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
2
<PAGE> 3
NATIONAL REALTY, L.P.
CONSOLIDATED BALANCE SHEETS - Continued
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ -----------
(dollars in thousands)
<S> <C> <C>
Liabilities and Partners' Equity (Deficit)
Liabilities
Notes and interest payable ................................. $323,058 $325,921
Pension notes and related interest payable ................. 14,253 13,478
Accrued property taxes ..................................... 5,987 6,928
Accounts payable and other liabilities
(including $85 in 1996 to affiliates) ................... 4,582 3,040
Tenant security deposits ................................... 3,153 7,057
-------- --------
351,033 356,424
Commitments and contingencies
Redeemable General Partner Interest .......................... 37,855 37,855
Partners' equity (deficit)
General Partner ............................................ 2,710 2,649
Limited Partners (6,328,974 units in 1997 and
6,328,303 units in 1996) ................................ (72,799) (74,568)
Unrealized gain on marketable equity securities
of affiliate ............................................ 2,177 1,003
-------- --------
(67,912) (70,916)
Less - Redeemable General Partner Interest ................. (42,030) (42,030)
-------- --------
(109,942) (112,946)
-------- --------
$278,946 $281,333
======== ========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
3
<PAGE> 4
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
----------------------------------- -----------------------------------
1997 1996 1997 1996
--------------- -------------- --------------- --------------
(dollars in thousands, except per unit)
<S> <C> <C> <C> <C>
Revenues
Rents.......................... $ 27,889 $ 27,171 $ 55,609 $ 54,185
Interest....................... 925 764 1,764 1,510
--------------- -------------- --------------- --------------
28,814 27,935 57,373 55,695
Expenses
Interest....................... 8,512 8,433 17,033 16,860
Depreciation................... 2,678 2,530 5,142 5,040
Property taxes & insurance..... 3,100 3,082 6,118 6,175
Utilities...................... 2,849 2,833 6,005 5,803
Property-level payroll costs... 1,488 1,448 3,160 3,118
Repairs and maintenance........ 6,705 6,578 12,377 12,070
Other operating expenses....... 1,013 972 2,166 2,070
Property management fees....... 1,191 1,172 2,384 2,327
General and administrative..... 1,544 1,265 3,501 3,078
--------------- -------------- --------------- --------------
29,080 28,313 57,886 56,541
--------------- -------------- --------------- --------------
(Loss) from operations........... (266) (378) (513) (846)
Gain on sale of real estate...... 3,587 - 3,587 -
--------------- -------------- --------------- --------------
Net income (loss)................ $ 3,321 $ (378) $ 3,074 $ (846)
=============== ============== =============== ==============
Earnings per unit
Net income (loss).............. $ .51 $ (.06) $ .48 $ (.14)
=============== ============== =============== ==============
Weighted average units of
limited partner interest
used in computing earnings
per unit....................... 6,329,076 6,417,832 6,328,639 6,417,832
=============== ============== =============== ==============
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
4
<PAGE> 5
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
Unrealized
Gain On Redeemable
Marketable General Partner's
General Limited Equity Partner Equity
Partner Partners Securities Interest (Deficit)
--------- ---------- --------- ---------- ----------
(dollars in thousands, except per unit)
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 .......... $ 2,649 $ (74,568) $ 1,003 $ (42,030) $ (112,946)
Units issued on exercise of
warrants ........................ -- 20 -- -- 20
Distributions ($.20 per unit) ..... -- (1,264) -- -- (1,264)
Unrealized gain on marketable
equity securities of affiliate... -- -- 1,174 -- 1,174
Net income ........................ 61 3,013 -- -- 3,074
--------- ---------- --------- ---------- ----------
Balance, June 30, 1997 ............ $ 2,710 $ (72,799) $ 2,177 $ (42,030) $ (109,942)
======== ========= ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
5
<PAGE> 6
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
-------------------------------------
1997 1996
(dollars in thousands)
---------------- ----------------
<S> <C> <C>
Cash Flows From Operating Activities
Rents collected ................................... $ 55,703 $ 54,401
Interest collected ................................ 1,438 1,432
Interest paid ..................................... (14,433) (15,869)
Payments for property operations .................. (31,835) (33,369)
General and administrative expenses paid .......... (4,397) (2,999)
---------------- ----------------
Net cash provided by operating activities ...... 6,476 3,598
Cash Flows From Investing Activities
Proceeds from sale of real estate ................. 4,409 --
Real estate improvements .......................... (1,313) (1,888)
Collections on notes receivable ................... 1,362 --
Funding of notes receivable ....................... (9,106) (1,485)
---------------- ----------------
Net cash (used in) investing activities ........ (4,648) (3,373)
Cash Flows From Financing Activities
Proceeds from notes payable ....................... 8,333 2,400
Payoffs on notes payable .......................... (7,051) (2,331)
Payments from (to) affiliates, net ................ -- (4,277)
Payments on notes payable ......................... (2,781) (2,405)
Receipt from escrow ............................... 12,423 --
Deferred financing costs .......................... (1,127) (70)
Exercise of warrants .............................. 20 --
Distributions to unitholders ...................... (1,264) (9,355)
---------------- ----------------
Net cash provided by (used in) financing
activities ................................... 8,553 (16,038)
---------------- ----------------
Net increase (decrease) in cash and cash
equivalents .................................. 10,381 (15,813)
Cash and cash equivalents at beginning of period .... 5,872 20,699
---------------- ----------------
Cash and cash equivalents at end of period .......... $ 16,253 $ 4,886
================ ================
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
6
<PAGE> 7
NATIONAL REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION> For the Six Months
Ended June 30,
---------------------------
1997 1996
----------- -----------
(dollars in thousands)
<S> <C> <C>
Reconciliation of net income (loss) to net cash
provided by operating activities
Net income (loss) ............................... $ 3,074 $ (846)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Depreciation .................................. 5,142 5,040
Gain on sale of real estate ................... (3,587) --
Decrease in other assets ...................... 1,274 807
(Increase) in interest receivable ............. (144) (25)
Increase in interest payable .................. 1,061 163
(Decrease) in other liabilities ............... (344) (1,541)
----------- -----------
Net cash provided by operating activities... $ 6,476 $ 3,598
=========== ===========
Schedule of noncash activities
Unrealized gain on marketable equity securities
of affiliate ............................... $ 1,174 $ 220
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
7
<PAGE> 8
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying Consolidated Financial Statements of National Realty, L.P. and
consolidated entities (the "Partnership") have been prepared in conformity with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
Operating results for the six month period ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997. For further information, refer to the Consolidated
Financial Statements and Notes thereto included in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1996 (the "1996 Form 10-
K").
NOTE 2. EARNINGS PER UNIT
Net income (loss) per unit of limited partner interest (per "unit") is computed
based upon the weighted average number of units outstanding during each period.
The limited partners of National Realty, L.P. ("National Realty") have a 99%
interest and the general partner, Syntek Asset Management, L.P. (the "General
Partner" or "SAMLP"), has an aggregate 1% interest in the net income, net loss
and distributions of National Realty. National Realty is allocated 99% of the
net income or net loss of National Operating, L.P. ("NOLP" or the "Operating
Partnership"), and the General Partner is allocated an aggregate 1% of the net
income or net loss of the Operating Partnership. The 1% General Partner
interest in each of National Realty and the Operating Partnership is equal to a
1.99% interest on a combined basis. Accordingly, net income (loss) per unit is
derived by dividing 98.01% of the net income (loss) in each period by the
respective weighted average units of limited partner interest.
NOTE 3. NOTES RECEIVABLE
In January 1997, the Partnership funded a $1.2 million loan to Bordeaux
Investments Two, L.L.C. ("Bordeaux"). The loan is secured by (i) a 100%
limited partnership interest in Bordeaux, which owns a shopping center in
Oklahoma City, Oklahoma; (ii) 100% of the stock of Bordeaux Investments One,
Inc., which owns approximately 6.5 acres of undeveloped land in Oklahoma City,
Oklahoma; and (iii) the personal guarantees of the Bordeaux partners. The loan
bears interest at 14.0% per annum, requires monthly payments of interest only
at 12.0% per annum, with the deferred interest payable annually in December
1997 and 1998, and matures in January 1999. The Partnership has the option to
reduce the principal balance of the loan by $50,000 in exchange for 75%
ownership of Bordeaux. In July 1997, an additional $53,000 was funded and the
loan was modified, increasing the principal balance to $1.3 million. The
Partnership has committed to fund an additional $212,000, at which time the
loan will be modified to increase the principal balance.
8
<PAGE> 9
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 3. NOTES RECEIVABLE (Continued)
In February 1997, the Partnership funded a third loan to JNC Enterprises, Inc.
("JNC") in the amount of $2.5 million. The loan is secured by a 70.87% limited
partner interest in a limited partnership which owns 250 acres of undeveloped
land in Fort Worth, Texas. The note bears interest at 12% per annum, requires
quarterly payments of interest only and matures in October 1997. In March
1997, the Partnership funded an additional $1.5 million and modified the loan
by increasing the principal balance to $4.0 million. In June 1997, the
Partnership funded a fourth loan to JNC in the amount of $2.5 million. In July
1997, an additional $1.0 million was funded and the loan was modified,
increasing the principal balance to $3.5 million. The loan is secured by 81.99
acres of undeveloped land in Frisco, Texas. The note bears interest at 16.0%
per annum, requires monthly payments of interest only and matures in June 1998.
Also in June 1997, the Partnership received $1.5 million from JNC, of which
$1.0 million was applied to payoff the first note at maturity in June 1997,
$416,000 was applied as a principal reduction payment on the third note and the
remaining $84,000 was applied to accrued interest. In July 1997, the
Partnership received $2.0 million from JNC, which was applied, as a principal
reduction payment, to the third note.
In January 1997, the note receivable secured by the Nellis Bonanza Shopping
Center in Las Vegas, Nevada matured. The borrower did not make the required
principal payment. Therefore, the note was classified as non-performing at
December 31, 1996. The Partnership has instituted foreclosure proceedings and
anticipates that it will not incur a loss on foreclosure as the estimated value
of the collateral property exceeds the carrying value of the note.
In April 1997, the Partnership funded a $1.5 million loan to Highway 544
Partners, L.P. ("Highway Partners"). The loan is secured by a first lien on
approximately 49 acres of undeveloped land in Plano, Texas, a pledge of 100% of
the partnership interest and the personal guarantee of the owner of Highway
Partner's general partner. The note receivable bears interest at 18% per
annum, requires quarterly interest only payments at 12% per annum, with the
deferred interest payable annually in April 1998 and 1999, and matures in April
1999.
NOTE 4. REAL ESTATE
In April 1997, the Partnership sold Tollhill East, a 81,115 square foot office
building in Dallas, Texas. The building was sold for $7.0 million in cash, the
Partnership receiving net cash of $4.6 million after the payoff of $2.4 million
in existing mortgage debt and the payment of various closing costs associated
with the sale. The Partnership paid Carmel Realty, Inc. ("Carmel Realty"), an
affiliate of the Partnership's General Partner, a real estate sales commission
of $209,000 based on the $7.0 million sales price of the property. The
Partnership recognized a gain of $3.6 million on the sale.
9
<PAGE> 10
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 4. REAL ESTATE (Continued)
In June 1997, the Partnership sold the Fondren Building, a 47,808 square foot
office building in Houston, Texas, for $661,000 in cash. The Partnership
received net cash of $610,000 after the payment of various closing costs
associated with the sale of the property. The Partnership recognized no gain
or loss on the sale.
NOTE 5. NOTES PAYABLE
In April 1997, the Partnership modified and extended the mortgage secured by
the Cross County Mall in Mattoon, Illinois. In conjunction with the
modification, the Partnership made a principal reduction payment of $137,500.
The modified and extended mortgage bears interest at a variable rate, currently
10.4% per annum, requires monthly payments of principal and interest and
matures in April 2002.
In June 1997, the Partnership refinanced the mortgage debt secured by the
Pheasant Ridge Apartments in Bellevue, Nebraska in the amount of $5.7 million.
The Partnership received net cash of $804,000 after the payoff of $4.6 million
in existing mortgage debt, the funding of escrows, and the payment of various
closing costs associated with the refinancing. The new mortgage bears interest
at 7.89% per annum, requires monthly payments of principal and interest of
$41,742 and matures in July 2007. The Partnership paid Basic Capital
Management, Inc. ("BCM"), an affiliate of the Partnership's General Partner, a
mortgage brokerage and equity refinancing fee of $57,000 based on the new $5.7
million mortgage.
Also in June 1997, the Partnership refinanced the mortgage debt secured by the
Regency Apartments in Lincoln, Nebraska in the amount of $3.4 million. The
Partnership received net cash of $374,000 after the payoff of $2.5 million in
existing mortgage debt, the funding of escrows and the payment of various
closing costs associated with the refinancing. The new mortgage bears interest
at 7.89% per annum, requires monthly payments of principal and interest of
$24,577 and matures in July 1997. The Partnership paid BCM a mortgage
brokerage and equity refinancing fee of $33,848 based on the new $3.4 million
mortgage.
NOTE 6. WARRANTS
Pursuant to the Moorman Settlement Agreement (as defined in NOTE 8. "LEGAL
PROCEEDINGS"), on February 14, 1992, the Partnership issued warrants to
purchase an aggregate of 2,019,579 of its units of limited partner interest
subject to adjustment. Each warrant initially entitled the holder thereof to
purchase three quarters of one unit at the exercise price of $11.00 per
warrant. The initial exercise price was equal to $14.67 per unit and increased
to $16.00 per unit on February 14, 1993. The warrants were exercisable for
five years from the date of issuance and expired on February 14, 1997. Prior
to their expiration a total of 1,631 warrants were exercised for the purchase
of 1,226 units. See NOTE 8. "LEGAL PROCEEDINGS."
10
<PAGE> 11
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 7. INCOME TAXES
No federal or state income taxes have been provided for in the accompanying
Consolidated Statements of Operations as the partners include their share of
Partnership income or loss in their respective tax returns. For income or loss
allocation purposes, limited partners are allocated their proportionate share
of income or loss commencing with the calendar month subsequent to their entry
into the Partnership.
NOTE 8. LEGAL PROCEEDINGS
Moorman Settlement. The Partnership is party to a settlement agreement, dated
as of May 9, 1990, between plaintiffs Joseph B. Moorman, et al. and defendants
Robert A. McNeil, National Realty, the Operating Partnership, SAMLP, Gene E.
Phillips and William S. Friedman, and Shearson Lehman Hutton Inc., successor-
in-interest to defendant E.F. Hutton & Company Inc., relating to the action
entitled Moorman, et al. v. Southmark Corporation, et al. Such action was
filed on September 2, 1987, in the Superior Court of the State of California,
County of San Mateo. On May 9, 1990, the Partnership agreed to settle such
action pursuant to the terms of a written agreement (the "Moorman Settlement
Agreement"). On June 29, 1990, after a hearing as to its fairness,
reasonableness and adequacy, the Moorman Settlement Agreement was granted final
court approval.
The Moorman Settlement Agreement is complex and the following summary is
qualified in its entirety by reference to the text thereof, which was
previously included as an exhibit to the Partnership's Form 10-Q for the
quarter ended March 31, 1990, as filed with the Securities and Exchange
Commission. The Moorman Settlement Agreement provides for a plan (the "Moorman
Settlement Plan") consisting of, among other things, the following: (i) the
appointment and operation of a committee (the "Oversight Committee"), to
oversee the implementation of the Moorman Settlement Plan, (ii) the appointment
and operation of an audit committee having a majority of members unaffiliated
with Messrs. Phillips and Friedman or SAMLP, (iii) the establishment of
specified annually increasing targets described below (each a "Target") for
each of the next five years through May 1995, relating to the price of the
units of limited partner interest as decreased for certain distributions to
unitholders, (iv) an agreement by SAMLP not to seek reimbursement of greater
than $500,000 per year for Messrs. Phillips' and Friedman's salaries for
serving as general partners of SAMLP, (Mr. Friedman resigned as general partner
of SAMLP effective March 4, 1994) and a deferral of such payments until such
time as a Target may be met, and, if SAMLP resigns as General Partner, a waiver
of any compensation so deferred, (v) a deferral until such time as a Target may
be met of certain future annual General Partner compensation payable, pursuant
to the Partnership's governing documents, to SAMLP or its affiliates, and, if
SAMLP resigns as General Partner, a waiver of any compensation so deferred,
(vi) the required distribution to unitholders of all the Partnership's
operating cash flow in excess of certain renovation costs, unless the Oversight
Committee approves alternative uses for such
11
<PAGE> 12
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 8. LEGAL PROCEEDINGS (Continued)
operating cash flow, (vii) the issuance of Warrants to purchase an aggregate of
up to 2,019,579 units (the "Warrants") to Class Members, (viii) the
contribution by certain co-defendants of cash and notes payable to the
Partnership aggregating $5.5 million (including $2.5 million to be contributed
by SAMLP and its general partners over a four-year period), (ix) the amendment
of the Partnership Agreement to reduce the vote required to remove the General
Partner from a two-thirds vote to a majority vote of the units, (x) the
Partnership's redemption of its unit purchase rights and an agreement not to
adopt a similar rights plan without Oversight Committee approval and (xi) the
Partnership's payment of certain settlement costs, including plaintiffs'
attorneys' fees in the amount of $3.4 million. The Moorman Settlement Plan
remains in effect until SAMLP has resigned as General Partner and a successor
general partner is elected and takes office, and the Warrants remained
exercisable for five years from the date of issuance and expired on February
14, 1997. Prior to their expiration a total of 1,631 Warrants were exercised
for the purchase of 1,226 units.
SAMLP, on behalf of itself and its general partners, has made the payments of
$2.5 million (including accrued interest), to the Partnership, as required by
the Moorman Settlement Agreement.
If Targets are not met for any two successive years of the Moorman Settlement
Plan or for the final year of the Moorman Settlement Plan, SAMLP will be
required to withdraw as General Partner effective at the time a successor
general partner is elected. Upon, among other things, the withdrawal of SAMLP
as General Partner and the due election and taking office of a successor, the
Moorman Settlement Plan would terminate.
The Targets for the first and second anniversary dates were not met. Since the
Targets were not met for two successive years, the Moorman Settlement Agreement
requires that SAMLP resign as General Partner, effective upon the election and
qualification of its successor. On July 8, 1992, SAMLP notified the Oversight
Committee of the failure to meet the Target for two successive years.
Upon, among other things, the withdrawal of SAMLP as General Partner and the
due election and taking office of a successor, the Moorman Settlement Plan will
terminate. Withdrawal of SAMLP as General Partner pursuant to the Moorman
Settlement Agreement requires unitholders to elect a successor general partner
by majority vote. Upon the withdrawal or removal of the General Partner
without the selection of a successor, the Partnership would be dissolved.
The Moorman Settlement Agreement provides that between the date of the
certification causing the General Partner's resignation and the date a
successor general partner takes office, the resigning General Partner shall
limit its activities, as General Partner, to the conduct of the business of the
Partnership in the ordinary course, shall not, without
12
<PAGE> 13
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 8. LEGAL PROCEEDINGS (Continued)
consent of the Oversight Committee, purchase or sell any real estate or other
assets of the Partnership not in progress on said date, shall cooperate in the
election of a successor general partner and shall cooperate with its successor
to facilitate a change in the office of General Partner of the Partnership.
The resigning General Partner will continue to receive fees, expenses and
distributions, if any, while the solicitation is prepared.
The withdrawal of the General Partner would require the Partnership to acquire
the General Partner's interest in the Partnership (the "Redeemable General
Partner Interest") at its then fair value, and to pay certain fees and other
compensation, as provided in the Partnership Agreement and the Moorman
Settlement Agreement. Under the Moorman Settlement Agreement, payment for such
Redeemable General Partner Interest, fees and other compensation may, at the
Oversight Committee's option, be paid over a three year period pursuant to a
secured promissory note bearing interest at the prime rate and containing
commercially reasonable terms and collateral. Under the Moorman Settlement
Plan, the purchase price for Redeemable General Partner Interest would be
calculated, as of the time SAMLP withdraws as General Partner under the
Partnership's governing documents. The Managing General Partner has calculated
the Redeemable General Partner Interest at December 31, 1996 to be $42.0
million, and believes there has been no material change in such value since
such date. The Partnership would be entitled to offset against any such
payment the then outstanding principal balance ($4.2 million at June 30, 1997)
plus all accrued but unpaid interest ($6.7 million at June 30, 1997) on the
note receivable from SAMLP for its capital contribution to the Partnership. In
the accompanying Consolidated Financial Statements, the Redeemable General
Partner Interest is shown as a reduction of Partners' Equity. The note
receivable from the General Partner has been offset against the Redeemable
General Partner Interest. The Oversight Committee previously has informed the
Partnership that it calculated the amount of such Redeemable General Partner
Interest to be less than the amount calculated by the Managing General Partner.
When SAMLP withdraws as General Partner of the Partnership, the value of the
Redeemable General Partner Interest would depend on the fair value of the
Partnership's assets at the time of calculation and there can be no assurance
that the Redeemable General Partner Interest, fees and other compensation
payable on any such withdrawal will not be substantially higher or lower than
any current estimate or calculation.
On January 27, 1995, National Realty, SAMLP, the Oversight Committee and
William H. Elliott executed an Implementation Agreement which provides for the
nomination of an entity controlled by Mr. Elliott as successor general partner
and for the resolution of all related matters under the Moorman Settlement. On
February 20, 1996, the parties to the Implementation Agreement executed an
Amended and Restated Implementation Agreement.
13
<PAGE> 14
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 8. LEGAL PROCEEDINGS (Continued)
On September 23, 1996, the Supervising Judge entered an order granting
tentative approval of the Amended and Restated Implementation Agreement and the
form of notice to be sent to the original class members. On April 7, 1997, the
Supervising Judge entered an order amending the September 23, 1996 order,
approving the formal notice and setting a hearing on the Implementation
Agreement for June 27, 1997. A notice was sent to all class members and
unitholders in April 1997 and the hearing was held on June 27, 1997. As of
August 1, 1997, the Supervising Judge had not entered the order granting final
approval of the Implementation Agreement. Upon final approval by the
Supervising Judge, the proposal to elect the successor general partner will be
submitted to the unitholders of National Realty for a vote. In addition, the
unitholders will vote upon amendments to the National Realty Partnership
Agreement which relate to the proposed compensation of the successor general
partner and other related matters.
Provided that the successor general partner is elected pursuant to the terms of
the Amended and Restated Implementation Agreement, SAMLP shall receive
$12,471,500 from the Partnership. This amount represents a compromise
settlement of the net amounts owed by the Partnership to SAMLP upon SAMLP's
withdrawal as General Partner and any amounts which SAMLP and its affiliates
may owe to the Partnership. This amount shall be paid to SAMLP pursuant to a
promissory note in accordance with the terms set forth in the Amended and
Restated Implementation Agreement.
Upon approval by the unitholders, SAMLP shall resign as General Partner and the
successor general partner shall take office. If the required approvals are
obtained, National Realty anticipates that the successor general partner may be
elected and take office during the fourth quarter of 1997.
The Amended and Restated Implementation Agreement provides that SAMLP, and its
affiliates owning units in National Realty, shall not vote to remove the
successor general partner, except for removal with cause, for a period of 36
months from the date the successor general partner takes office.
Upon the election and taking office of the successor general partner, the
Moorman Settlement Plan and the Oversight Committee shall terminate. If the
successor general partner nominee is not elected, the existing Moorman
Settlement Agreement shall remain in full force and effect and all of the
provisions of the Amended and Restated Implementation Agreement shall be
voided.
Other. The Partnership is involved in various lawsuits arising in the ordinary
course of business. Management of the Partnership is of the opinion that the
outcome of these lawsuits would have no material impact on the Partnership's
financial condition.
14
<PAGE> 15
NATIONAL REALTY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 9. SUBSEQUENT EVENTS
In July 1997, the Partnership funded a $700,000 loan to an individual. The
loan is secured by a first lien on an oil, gas and mineral lease in Anderson
County, Texas and by a second lien on a ranch in Henderson County, Texas. The
loan bears interest at 12.0% per annum, requires monthly payments of interest
only and matures in March 1998.
Also in July 1997, the Partnership funded a $1.4 million loan to Avex Fund III,
Inc. The loan is secured by a first lien on 14.5 acres of undeveloped land in
Las Colinas, Texas. The loan bears interest at 12.0% per annum, requires
monthly payments of interest only and matures in July 1999.
In August 1997, the Partnership funded an $800,000 loan to Frisco Eldorado
Partners, L.L.C. The loan is secured by a first lien on 45 acres of
undeveloped land in Frisco, Texas. The loan bears interest at 15.0% per annum,
requires monthly payments of interest only and matures in August 1998.
$250,000 of the loan balance is guaranteed by the Frisco Economic Development
Corporation.
------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
National Realty, L.P. ("National Realty") is a Delaware limited partnership
formed on January 29, 1987, the business of which consists primarily of owning
and operating through National Operating, L.P., also a Delaware limited
partnership (the "Operating Partnership"), a portfolio of real estate. Most of
the Operating Partnership's properties were acquired in transactions
consummated on September 18, 1987, pursuant to which National Realty acquired
all of the assets, and assumed all of the liabilities, of 35 public and private
limited partnerships. National Realty and the Operating Partnership operate as
an economic unit and, unless the context otherwise requires, all references
herein to the "Partnership" shall constitute references to National Realty and
the Operating Partnership as a unit.
In November 1992, the Operating Partnership, in conjunction with a refinancing
of 52 of its apartment properties and a wraparound note receivable, transferred
such assets to Garden Capital, L.P. ("GCLP"), a Delaware limited partnership in
which the Operating Partnership holds a 99.3% limited partner interest.
Liquidity and Capital Resources
Cash and cash equivalents aggregated $16.3 million at June 30, 1997 compared to
$5.9 million at December 31, 1996. The principal reasons for this increase in
cash are discussed in the paragraphs below.
15
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
The Managing General Partner of the Partnership's General Partner has
discretion in determining methods of obtaining funds for the Partnership's
operations. The Partnership's governing documents place no limitation on the
amount of leverage that the Partnership may incur either in the aggregate or
with respect to any particular property or other investment. At June 30, 1997,
the aggregate loan-to-value ratio of the Partnership's real estate portfolio
was 44.2%, computed on the basis of the ratio of total property-related debt to
aggregate appraised values as of June 30, 1997, as compared with a loan-to-
value ratio of 44.6% at December 31, 1996.
The Partnership's principal sources of cash flow have been and will continue to
be from property operations and externally generated funds. Externally
generated funds include borrowings, proceeds from the sale of Partnership
properties and other assets and proceeds from the issuance of debt secured by
Partnership properties or mortgage notes receivable. The Partnership expects
that its cash on hand, cash flow from property operations together with
externally generated funds will be sufficient to meet the Partnership's various
cash needs in 1997, including, but not limited to the payment of distributions,
debt service obligations coming due, including the "Pension Notes," and
property maintenance and improvements, as more fully discussed in the
paragraphs below.
In November 1992, in conjunction with the transfer of the net assets of 52
apartment complexes and a wraparound note receivable to GCLP, such assets were
refinanced under a $223 million blanket mortgage loan. The blanket mortgage
loan requires that cash flow from the GCLP properties be used to fund various
escrow and reserve accounts and limits the payment of distributions to the
Partnership. During the three and six months ended June 30, 1997, the
Partnership received distributions from GCLP totaling $1.2 million and $2.0
million (excluding proceeds from the released credit enhancement escrow, as
described below), compared to distributions totaling $250,000 and $800,000
received during the three and six months ended June 30, 1996.
In January 1997, GCLP replaced the credit enhancement escrow with a $18.5
million letter of credit. The letter of credit provided by a financial
institution in the amount of $18.5 million is for a term of not less than two
years. The letter of credit may be drawn upon to pay operating shortfalls of
GCLP's properties. The available amount under the letter of credit will be
reduced by the amount of each draw on the letter of credit. The Partnership
received net cash of $11.3 million from the released credit enhancement escrow,
after the payment of various costs associated with the letter of credit.
In January 1997, the Partnership funded a $1.2 million loan to Bordeaux
Investments Two, L.L.C. ("Bordeaux"). The loan is secured by (i) a 100%
limited partnership interest in Bordeaux, which owns a shopping center in
Oklahoma City, Oklahoma; (ii) 100% of the stock of Bordeaux Investments One,
Inc., which owns approximately 6.5 acres of undeveloped land in Oklahoma City,
Oklahoma; and (iii) the personal guarantees of
16
<PAGE> 17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
the Bordeaux partners. In July 1997, an additional $53,000 was funded and the
loan was modified, increasing the principal balance to $1.3 million. The
Partnership has committed to fund an additional $212,000, at which time the
loan will be modified to increase the principal balance.
In February 1997, the Partnership funded a third loan to JNC Enterprises, Ltd.
("JNC") in the amount of $2.5 million. This loan is secured by a 70.87%
limited partner interest in a limited partnership which owns 250 acres of
undeveloped land in Fort Worth, Texas. In March 1997, the Partnership funded
an additional $1.5 million increasing the loan's principal balance to $4.0
million. In June 1997, the Partnership funded a fourth loan to JNC in the
amount of $2.5 million. The loan is secured by 81.99 acres of undeveloped land
in Frisco, Texas. In July 1997, an additional $1.0 million was funded and the
loan was modified increasing the principal balance to $3.5 million.
In June 1997, the Partnership received $1.5 million from JNC, of which $1.0
million was applied to payoff the first note at maturity in June 1997, $416,000
was applied as a principal reduction payment on the third loan, and the
remaining $84,000 was applied to accrued interest. In July 1997, the
Partnership received $2.0 million from JNC, which was applied to the third note
as a principal reduction payment.
In April 1997, the Partnership funded a $1.5 million loan to Highway 544
Partners, L.P. ("Highway Partners"). The loan is secured by a first lien on
approximately 49 acres of undeveloped land in Plano, Texas, 100% of the
partnership interests in Highway Partners and the personal guarantee of the
owner of the general partner of Highway Partners.
In April 1997, the Partnership modified and extended the mortgage secured by
the Cross County Mall in Mattoon, Illinois. In conjunction with the
modification, the Partnership made a principal reduction payment of $137,500.
Also in April 1997, the Partnership sold Tollhill East, an office building in
Dallas, Texas, for $7.0 million in cash. The Partnership received net cash of
$4.6 million after the payoff of $2.4 million in existing mortgage debt and the
payment of various closing costs associated with the sale. Also in June 1997,
the Partnership sold the Fondren Building, an office building in Houston,
Texas. The office building was sold for $661,000 in cash, the Partnership
receiving net cash of $610,000 after the payment of various closing cost
associated with the sale of the property.
Also in June 1997, the Partnership refinanced the mortgage debt secured by the
Pheasant Ridge Apartments in Bellevue, Nebraska in the amount of $5.7 million.
The Partnership received net cash of $804,000 after the
17
<PAGE> 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
payoff of $4.6 million in existing mortgage debt, the funding of escrows, and
the payment of various closing costs associated with the financing.
Also in June 1997, the Partnership refinanced the mortgage debt secured by the
Regency Apartments in Lincoln, Nebraska in the amount of $3.4 million. The
Partnership received net cash of $374,000 after the payoff of $2.5 million in
existing mortgage debt, the funding of escrows and the payment of various
closing costs associated with the financing.
In July 1997, the Partnership funded a $700,000 loan to an individual. The
loan is secured by a first lien on an oil, gas and mineral lease in Anderson
County, Texas and by a second lien on a ranch in Henderson County, Texas.
Also in July 1997, the Partnership funded a $1.4 million loan to Avex Fund III,
Inc. The loan is secured by a first lien on 14.5 acres of undeveloped land in
Las Colinas, Texas.
In August 1997, the Partnership funded an $800,000 loan to Frisco Eldorado
Partners, L.L.C. The loan is secured by a first lien on 45 acres of
undeveloped land in Frisco, Texas.
In the first six months of 1997, the Partnership declared and paid quarterly
distributions aggregating $.20 per unit, or a total of $1.3 million.
The Partnership's net cash flow from property operations (rents collected less
payments for property operating expenses) increased from $10.3 million and
$21.0 million for the three and six months ended June 30, 1996 to $12.5 million
and $23.9 million for the three and six months ended June 30, 1997. This
increase is primarily due to increased rental rates at the Partnership's
apartment and commercial properties.
As discussed in NOTE 8. "LEGAL PROCEEDINGS," the Moorman litigation settlement
agreement (the "Moorman Settlement Agreement") sets forth certain aggressive,
annually increasing targets relating to the price of the Partnership's units of
limited partner interest which were not met, resulting in, among other things,
the required withdrawal of the General Partner upon election of a successor and
the resulting required purchase of the Redeemable General Partner Interest, as
defined below.
The withdrawal of the General Partner requires the Partnership to acquire the
General Partner's interest in the Partnership (the "Redeemable General Partner
Interest") at its then fair value, and to pay certain fees and other
compensation, as provided in the Partnership Agreement and the Moorman
Settlement Agreement. The Moorman Settlement Agreement provides that any
payment for such Redeemable General Partner Interest, fees and other
compensation during the pendency of the Moorman Settlement Agreement may, at
the option of the Oversight Committee (also established under the Moorman
Settlement Agreement), be made over three
18
<PAGE> 19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
years pursuant to a secured promissory note bearing interest at a financial
institution's prime rate. The Managing General Partner has calculated the fair
value of the Redeemable General Partner Interest at December 31, 1996 to be
$42.0 million, and believes that there has been no material change in such
value since that date. The Partnership would be entitled to offset against
such payment the then outstanding principal balance of the note receivable
($4.2 million at June 30, 1997) plus all accrued and unpaid interest ($6.7
million at June 30, 1997) on the note receivable from the General Partner
representing its capital contribution to the Partnership. When Syntek Asset
Management, L.P. ("SAMLP") withdraws as General Partner of the Partnership, the
fair value of the Redeemable General Partner Interest would depend on the value
of the Partnership's assets at the time of calculation and there can be no
assurance that the Redeemable General Partner Interest, fees and other
compensation payable on any such withdrawal will not be substantially higher or
lower than any current estimate or calculation.
In the accompanying Consolidated Balance Sheets, the Redeemable General Partner
Interest is shown as a reduction in Partners' Equity and the note receivable
from the General Partner has been offset against the Redeemable General
Partner Interest.
On January 27, 1995, National Realty, SAMLP, the Oversight Committee and
William H. Elliott executed an Implementation Agreement which provides for the
nomination of a successor general partner and for the resolution of all related
matters under the Moorman Settlement. On February 20, 1996, the parties to the
Implementation Agreement executed an Amended and Restated Implementation
Agreement.
On September 23, 1996, the Supervising Judge entered an order granting
tentative approval of the Amended and Restated Implementation Agreement and the
form of notice to be sent to the original class members. On April 7, 1997, the
Supervising Judge entered an order amending the September 23, 1996 order,
approving the formal notice and setting a hearing on the Implementation
Agreement for June 27, 1997. A notice was sent to all class members and
unitholders in April 1997 and the hearing was held on June 27, 1997. As of
August 1, 1997, the Supervising Judge had not entered the order granting final
approval of the Implementation Agreement. Upon final approval by the
Supervising Judge, the proposal to elect the successor general partner will be
submitted to the unitholders of National Realty for a vote. In addition, the
unitholders will vote upon amendments to the National Realty Partnership
Agreement which relate to the proposed compensation of the successor general
partner and other related matters.
Provided that the successor general partner is elected pursuant to the terms of
the Amended and Restated Implementation Agreement, SAMLP shall receive
$12,471,500 from the Partnership. This amount represents a compromise
settlement of the net amounts owed by the Partnership to SAMLP upon SAMLP's
withdrawal as General Partner and any amounts which
19
<PAGE> 20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
SAMLP and its affiliates may owe to the Partnership. This amount shall be paid
to SAMLP pursuant to a promissory note in accordance with the terms set forth
in the Amended and Restated Implementation Agreement.
Upon approval by the unitholders, SAMLP shall resign as General Partner and the
successor general partner shall take office. If the required approvals are
obtained, National Realty anticipates that the successor general partner may be
elected and take office during the fourth quarter of 1997.
The Amended and Restated Implementation Agreement provides that SAMLP, and its
affiliates owning units in National Realty, shall not vote to remove the
successor general partner, except for removal with cause, for a period of 36
months from the date the successor general partner takes office.
Upon the election and taking office of the successor general partner, the
Moorman Settlement Plan and the Oversight Committee shall terminate. If the
successor general partner is not elected, the existing Moorman Settlement
Agreement shall remain in full force and effect and all of the provisions of
the Amended and Restated Implementation Agreement shall be voided.
The outcome of this matter cannot presently be determined and the consolidated
financial statements do not include any adjustments that might result from the
outcome of this matter.
Results of Operations
The Partnership reported net income of $3.3 million and $3.1 million including
a gain on sale of real estate of $3.6 million for the three and six months
ended June 30, 1997 as compared to a net loss of $378,000 and $846,000 for the
three and six months ended June 30, 1996. The primary factors contributing to
the Partnership's improvement in operating results are discussed in the
following paragraphs.
Rents increased to $27.9 million and $55.6 million for the three and six months
ended June 30, 1997 from $27.2 million and $54.2 million for the three and six
months ended June 30, 1996. This increase is primarily due to increased rental
rates at the Partnership's apartments and commercial properties. Rents are
expected to continue to increase during the remainder of 1997.
Interest income increased to $925,000 and $1.8 million for the three and six
months ended June 30, 1997 from $764,000 and $1.5 million for the three and six
months ended June 30, 1996. This increase is attributable to loans funded in
1996 and 1997. Interest income for the remaining six months of 1997 is
expected to be comparable to that of the first six months.
20
<PAGE> 21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
Interest expense, depreciation, property taxes and insurance, utilities,
property level payroll, repairs and maintenance, other property operation
expenses, property management fees and general and administrative expenses for
1997 all approximated those for 1996.
For the three and six months ended June 30, 1997, the Partnership recognized a
gain on the sale of real estate of $3.6 million. See NOTE 4. "REAL ESTATE." No
such gains were recognized in 1996.
Tax Matters
National Realty is a publicly traded limited partnership and, for federal
income tax purposes, all income or loss generated by the Partnership is
included in the income tax returns of the individual partners. In December
1987, Congress passed legislation requiring certain publicly traded
partnerships to be taxed as corporations. National Realty qualifies for
"grandfather" treatment and will be treated as a partnership until at least
1997, unless the Partnership adds a substantial new line of business, which
would require approval of the Oversight Committee, and will continue to be so
treated thereafter if 90% or more of its gross income consists of qualifying
income from real estate activities. As presently operated, the Partnership
meets these requirements. Under Internal Revenue Service guidelines generally
applicable to publicly traded partnerships and thus to the Partnership, a
limited partner's use of his or her share of partnership losses is subject to
special limitations.
Inflation
The effects of inflation on the Partnership's operations are not quantifiable.
Revenues from property operations generally fluctuate proportionately with
inflationary increases and decreases in housing costs. Fluctuations in the
rate of inflation also affect the sales values of the Partnership's properties
and, correspondingly, the ultimate gains to be realized by the Partnership from
property sales. To the extent that inflation affects interest rates, the
Partnership's earnings from short-term investments and the cost of new
borrowings as well as the cost of its variable rate borrowings will be
affected.
Environmental Matters
Under various federal, state and local environmental laws, ordinances and
regulations, the Partnership may be potentially liable for removal or
remediation costs, as well as certain other potential costs relating to
hazardous or toxic substances (including governmental fines and injuries to
persons and property) where property-level managers have arranged for the
removal, disposal or treatment of hazardous or toxic substances. In addition,
certain environmental laws impose liability for release of asbestos-containing
materials into the air, and third parties may seek recovery from the
Partnership for personal injury associated with such materials.
21
<PAGE> 22
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Environmental Matters (Continued)
The General Partner is not aware of any environmental liability relating to the
above matters that would have a material adverse effect on the Partnership's
business, assets or results of operations.
---------------------------------
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See NOTE 8. "LEGAL PROCEEDINGS - Moorman Settlement," of NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS in PART I for information relating to legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<S> <C>
Exhibit
Number Description
- ------- -------------------------------------------------------------
11.0 Computation of Earnings Per Unit
27.0 Financial Data Schedule
(b) Reports on Form 8-K:
None.
</TABLE>
22
<PAGE> 23
NATIONAL REALTY, L.P.
Signature Page
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.
NATIONAL REALTY, L.P.
By its General Partner:
SYNTEK ASSET MANAGEMENT, L.P.
By its General Partners:
SYNTEK ASSET MANAGEMENT, INC.
Date: August 11, 1997 By: /s/ Randall M. Paulson
------------------------- -----------------------------------
Randall M. Paulson
Director and President
Date: August 11, 1997 By: /s/ Thomas A. Holland
-------------------------- -----------------------------------
Thomas A. Holland
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: August 11, 1997 By: /s/ Gene E. Phillips
-------------------------- -----------------------------------
Gene E. Phillips
General Partner
Syntek Asset Management, L.P.
23
<PAGE> 24
NATIONAL REALTY, L.P.
EXHIBITS TO
QUARTERLY REPORT ON FORM 10-Q
For the Quarter ended June 30, 1997
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------- --------------------------------------------------- ------
<S> <C> <C>
11.0 Computation of Earnings Per Unit 25
27.0 Financial Data Schedule 26
</TABLE>
24
<PAGE> 1
Exhibit 11.0
NATIONAL REALTY, L.P.
A DELAWARE LIMITED PARTNERSHIP
Computation of Earnings Per Unit
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------ -----------------------
1997 1996 1997 1996
----------- ---------- ---------- ----------
(dollars in thousands, except per unit)
<S> <C> <C> <C> <C>
Net income (loss).................... $ 3,321 $ (378) $ 3,074 $ (846)
Less - General Partners'
1.99% Interest............ 66 (8) 61 (17)
----------- ----------- ----------- -----------
Net income (loss) allocable
to Limited Partner............ $ 3,255 $ (370) $ 3,013 (846)
----------- ----------- ----------- -----------
Earnings Per Unit
Net income (loss)............. $ .51 $ (.06) $ .48 $ (.14)
----------- ----------- ----------- -----------
Weighted average units of
limited partner interest
used in computing earnings
per unit...................... 6,329,076 6,417,832 6,328,639 6,417,832
=========== =========== =========== ===========
</TABLE>
25
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,253
<SECURITIES> 2,447
<RECEIVABLES> 23,077
<ALLOWANCES> 1,910
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 441,525
<DEPRECIATION> 224,158
<TOTAL-ASSETS> 278,946
<CURRENT-LIABILITIES> 0
<BONDS> 337,311
0
0
<COMMON> 0
<OTHER-SE> (109,942)
<TOTAL-LIABILITY-AND-EQUITY> 278,946
<SALES> 0
<TOTAL-REVENUES> 55,609
<CGS> 0
<TOTAL-COSTS> 32,210
<OTHER-EXPENSES> 5,142
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,033
<INCOME-PRETAX> 3,074
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,074
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,074
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
</TABLE>
