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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal year ended December 31, 1995
Commission file number 0-11578
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
AMERICAN REPUBLIC REALTY FUND I
-------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1421936
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6210 Campbell Road, Suite 140, Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including area code (214) 380-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
None None
Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Interests
(Title of Class)
Indicated by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X . No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained, to the best of Registrant's
knowledge in definitive proxy on information to statements incorporated by
reference in Part III of the Form 10-K or any amendment to this
Form 10-K.________
Documents Incorporated by Reference
The Definitive Prospectus of American Republic Realty Fund I dated May 2,
1983 filed pursuant to Rule 424(b) is incorporated by reference as is the
Supplement to that Prospectus filed pursuant to Rule 424(b) on May 25, 1984.
PART I
Item 1. Business
The Registrant, American Republic Realty Fund I, (the "Partnership"), is
a limited partnership organized under the Wisconsin Uniform Limited
Partnership Act pursuant to a Certificate of Limited Partnership dated
December 22, 1982. As of December 31, 1993, the Partnership consisted of an
individual general partner, Mr. Robert J. Werra, (the "General Partner") and
933 limited partners owning 11,OOO limited partnership interests at $1,OOO
per interest. The distribution of limited partnership interests commenced
May 2, 1983 and ended April 17, 1984, pursuant to a Registration Statement
on Form S-11 under the Securities Act of 1933 (Registration #0-11578) as
amended.
The Partnership was organized to acquire a diversified portfolio of
income-producing real properties, primarily apartments, as well as office
buildings, industrial buildings, and other similar properties.
During 1983 and 1984, the Partnership acquired four properties: Kenwood
Gardens Apartments, a 1O4 unit apartment community located in Fort Myers,
Florida (acquired on September 1, 1983, subsequently disposed of by sale
during 1988), Jupiter Plaza Office/Showroom, a 131,44O rentable square foot
commercial building located in Garland, Texas (acquired on September 29,
1983, subsequently disposed of in foreclosure during 1988), Four Winds
Apartments, a 154 unit apartment community located in Orange Park, Florida
(Phase I acquired September 12, 1983 and Phase II acquired May 1, 1984) and
Forestwood Apartments (formerly Oak Creek) a 263 unit apartment community
located in Bedford, Texas (acquired December 2O, 1983). No additional
properties were purchased by the Partnership and the Partnership will not
acquire additional properties in the future. The properties remaining are
described more fully in this report at "Item 2. Properties".
Univesco, Inc., a Texas corporation, wholly owned by Robert J. Werra
("Univesco") manages the affairs of the Partnership. Univesco acts as the
managing agent with respect to the Partnership's properties. Univesco may also
engage other on-site property managers and other agents to the extent the
management considers appropriate. The General Partner has ultimate authority
regarding property management decisions.
The Partnership competes in the residential and commercial rental markets.
Univesco prepares marketing analyses for all property areas. These areas contain
other like properties which are considered competitive on the basis of location,
amenities and rental rates. It is realistic to assume that additional properties
similar to the foregoing will be constructed within their various market areas.
No material expenditure has been made or is anticipated for either
Partnership-sponsored or consumer research and development activities relating
to the development or improvement of facilities or services provided by the
Partnership. There neither has been, nor are any anticipated, material
expenditures required to comply with any federal, state, or local environmental
provisions which would materially affect the earnings or competitive position of
the Partnership.
The Partnership is engaged solely in the business of real estate investments.
Its business is believed by management to fall entirely within a single industry
segment. Management does not anticipate that there will be any material seasonal
effects upon the operation of the Partnership.
Competition and Other Factors
The majority of the Properties' leases are six to twelve month terms.
Accordingly, operating income is highly susceptible to changing market
conditions. Occupancy and local market rents are driven by general market
conditions which include job creation, new construction of single and multi-
family projects, and demolition and other reduction in net supply of apartment
units.
Rents and occupancies have generally been increasing in recent years due
to the generally positive relationship between apartment unit supply and
demand in the Partnership's markets. However, the properties are subject to
substantial competition from similar and often newer properties in the
vicinity in which they are located. In addition, operating expenses and
capitalized expenditures have increased as units are updated and made more
competitive in the market place. (See Item 7 Management's Discussion and
Analysis of Financial Condition and Results of Operations.)
Item 2. Properties
At December 31, 1995 the Partnership owned two properties with approximately
416,623 net rentable square feet. Both properties are apartment communities.
Name and Location General Description of the Property
Forestwood A fee simple interest in a 263 unit
Apartments apartment community located in
Bedford Texas, purchased in 1983
containing 244,407 net rentable
square feet on approximately 14
acres of land.
Four Winds Apartments A fee simple interest in an 100 unit
Phase I community, located in Orange Park
Florida, purchased in 1983,
containing approximately 110,716 net
rentable square feet on 10 acres of
land.
Four Winds Apartments A fee simple interest in a 54 unit
Phase II apartment community located in
Orange Park Florida, adjacent to
four Winds Apartments I, purchased
in 1984 and containing approximately
61,500 net rentable square feet on
3.73 acres of land.
Occupancy Rates
Per Cent
1991 1992 1993 1994 1995
Four Winds I & II 97.2 92.2 91.4 93.1 93.6
Forestwood 89.8 87.5 96.9 96.9 97.8
The Properties are encumbered by non-recourse mortgages payable. For
information regarding the encumbrances to which the properties are subject and
the status of the related mortgage loans, see "Management's Discussion and
Analysis of Financial Condition and Results of Operating - Liquidity and
Capital Resources" contained in Item 7 hereof and Note 2 to Consolidated
Financial Statements contained in Item 8.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the unit holders of the
Partnership during the fourth quarter of 1995.
PART II
Item 5.Market for the Partnership's Securities and Related Unit Holder Matters
The Partnership's outstanding securities are in the form of Limited
Partnership Interests ("Interests"). The distribution period for the sale of
the Interests began May 2, 1983,and closed April 17, 1984. As of December 31,
1995 there were approximately 940 limited partners owning 11,000 limited
partnership interests at $1,000 per interest. A public market for trading
Interests has not developed and none is expected to develop. In addition,
transfer of an Interest is restricted pursuant to the Limited Partnership
Agreement.
The General Partner continues to review the Partnership's ability to make
distributions on a quarter by quarter basis, however, no such distributions have
been made and none are anticipated in the immediate future due to the debt
service requirements of the Partnership.
An analysis of taxable income or (loss) allocated, and cash distributed to
Investors per $1,000 unit is as follows:
YEARS INCOME GAIN LOSS CASH
DISTRIBUTED
1984 $342
1985 $291
1986 $271
1987 $279
1988 $43 $63
1989 $38 $127
1990 $126
1991 $122
1992 $121
1993 $2 $1,071
1994 $17 $0 $0 $0
1995 $0 (a) $0 $0 $0
(a) Income was reallocated in accordance with 704(b) and the regulations
promulgated thereunder of the Internal Revenue code of 1986 as amended.
Item 6: Selected Financial Data
The following table sets forth selected financial data regarding the
Partnership's results of operations and financial position as of the dates
indicated. This information should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in Item 7 hereof and Consolidated financial Statements and notes
thereto contained in Item 8.
Year Emded December 31.
(in thousands except unit amounts)
1995 1994 1993 1992 1991
Limited Partner Units Outstanding 11,000 11,000 11,000 11,000 11,000
Statement of Operations
Total Revenues $2,409 $2,311 $2,315 $1,986 $1,979
Net Income (Loss) before
extraordinary items 248 233 353 (728) (1,060)
Extraordinary Item-gain on
exinguishment of debt 0 0 451 1,359 1,795
Net Income (Loss) 248 233 804 631 735
Net Income (Loss) per
Limited Partnership Unit 22 21 72 57 (95)(a)
Gross Rental Income per
Rentable Square Foot 5.67 5.41 5.16 4.65 4.64
Cash Distributions to
Limited Partners 0 0 0 0 0
Balance Sheet
Real Estate, net 8,954 9,522 10,062 10,473 11,090
Total Assets 9,099 9,795 10,268 10,746 11,472
Mortgages Payable 7,998 8,757 9,516 9,832 10,136
Notes Payable to Affiliate 3,108 3,444 3,392 1,650 1,650
Partner's Deficit (3,233) (3,481) (3,713) (2,775) (3,406)
(a) Income was reallocated in accordance with 704(b) and the regulations
promulgated thereunder of the Internal Revenue code of 1986 as amended.
Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
This discussion should be read in conjunction with Item 6- Selected Financial
Data and Item 8 - Financial Statements and Supplemental Information .
Results of Operations: 1995 VERSUS 1994 -
Revenue from Property Operations increased $98,243 or 4.3% as compared to 1994.
This increase is primarily attributed to a $108,462 increase in rental revenues
which was principally due to an increase in rents and occupancy resulting from
improvements in the apartment rental markets. Additionally, interest income
increased $1,928 due to an increase in available funds during 1995. These
increases were offset by a $12,147 decrease in other operating revenues,
principally caused by a decrease in fees from tenants and vending revenues.
Property operating expenses for 1995 increased $82,934 or 4.0%. Interest
expense increases were primarily the result of advances to the Partnership
by related parties. The increase in Real Estate taxes is due to increases
in valuation of properties and anticipated increases in property tax rates.
General and administrative expenses increased due primarily to increased
professional fees and payroll expenses. Depreciation and Amortization
increased due primarily to property additions. Property management fees are
paid to an affiliated entity and represent approximately 5% of gross revenues
(see Note 3 to Consolidated Financial Statements and Schedule Index contained
in Item 8.) The following table illustrates the increases or (decreases):
Maintenance & Repairs $1,364
Utilities 2,752
Real Estate Taxes 19,827
General & Administration 23,163
Advertising & Marketing (5,747)
Interest 9,344
Depreciation & Amortization 27,340
Management Fee 4,900
Admin. Service Fee (9)
--------
Total $82,934
========
Results of Operations: 1994 VERSUS 1993 -
Revenue from Property Operations excluding the $117,700 gain recognized in
1993 as a result of excess funds received from a hail damage insurance claim
over required repairs, increased $113,636 or 5.2% as compared to 1993. This
increase was primarily attributable to a $102,157 increase in rental revenues
which was principally due to an increase in rents and occupancy resulting from
improvements in the apartment rental markets. Additionally, intereset income
increased $968 due to additional funds available for investment during 1994
and an increase in other income, which is primarily fees from tenants and
vending income, of $10,511 primarily due to the aforementioned increase in
occupancy.
Property operating expenses for 1994 increased $116,429 or 5.9%, principally
due to increases in interest expense and real estate taxes, partially offset
by decreases in general administrative expenses. Interest expense increases
were primarily the result of the reinstatement of a note payable to the
general partner in October 1993. Therefore, a full year interest which was
expensesd during 1994. Additionally, this increase was partially offset by
$49,691 of interest was expensed on the mortgages payable to banks during
1993. Due to the troubled debt restructuring which occurred in 1993, no
interest expense was recognized on this debt during 1994. (See Note 3 to
Consolidated Financial Statements and Schedule Index contained in Item 8.)
The increase in Real Estate taxes is due to increases in valuation of
properties and anticipated increases in property tax rates. General and
administrative expenses decreased due primarily to a reduction in fees.
The following table illustrates the increases or (decreases):
Maintenance & Repair $1,634
Utilities 567
Real Estate Taxes 35,401
General & Administration (13,870)
Advertising & Marketing 1,174
Interest 82,710
Depreciation & Amortization 2,968
Property Management Fee 5,682
Admin. Service Fee 163
--------
Total $116,429
========
Liquidity and Capital Resources
While it is the General Partners primary intention to operate and manage the
existing real estate investments, the General Partner also continually
evaluates this investment in light of current economic conditions and trends
to determine if this assets should be considered for disposal. At this time,
there is no plan to dispose of either Property.
As of December 31, 1995, the Partnership had $19,047 in cash and cash
equivalents as compared to $107,289 as of December 31, 1994. The net decrease
in cash of $88,242 is principally due to repayments on mortgages and notes
payable utilizing cash provided by operating activities. See Note 3 to
Consolidated Financial Statements contained in Item 8 for information
regarding related party transactions.
The properties are encumbered by two non-recourse mortgage notes as of
December 31, 1995. These mortgages payable have a carrying value of
$7,998,325 at December 31, 1995. The mortgage notes were entered into during
1993 and 1992 to refinance certain mortgage notes which were in default. The
Partnership accounted for these transactions as troubled debt restructurings,
and accordingly, are being carried at the total future cash outflows for
principal and interest. Accordingly, no interest expense was or will be
recorded on these notes.
Additionally, the general partner has provided funding to the Partnership in
the form of notes payable with balances at December 31, 1995 totalling
$3,108,081 which accrue interest at prime plus 2% and are due on June 30,
2001, or upon demand. Additional funds have been provided by the general
partner in the form of advances which totalled $1,120,323 at December 31,
1995. The general partner is not obligated to provide additional funding to
the Partnership.
For the foreseeable future, the Partnership anticipates that mortgage principal
payments (excluding any balloon mortgage payments), improvements and capital
expenditures will be funded by net cash from operations. The primary source of
capital to fund future Partnership acquisitions and balloon mortgage payments
will be proceeds from the sale, financing or refinancing of the Properties.
The Partnership's required principal payments due under the stated terms of the
Partnership's mortgage notes payable and notes payable to affiliates are
$124,505, $2,580,216 and $4,021,625 for each of the next three years. The
Partnership is not generating sufficient cash flows to meet these obligations.
Management believes it will be able to refinance these debt obligations;
however, at this time, there can be no assurance this refinancing will occur.
AMERICAN REPUBLIC REALTY FUND I
(A WISCONSIN LIMITED PARTNERSHIP)
ITEM 8 - FINANCIAL STATEMENTS AND SCHEDULE INDEX
- -----------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 11-12
COMBINED BALANCE SHEETS 13
COMBINED STATEMENTS OF INCOME 14
COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT) 15
COMBINED STATEMENTS OF CASH FLOWS 16
NOTES TO COMBINED FINANCIAL STATEMENTS 17-22
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION 23-24
INDEPENDENT AUDITORS' REPORT
To the General Partner
and Limited Partners of
American Republic Realty Fund I
Dallas, Texas
We have audited the accompanying combined balance sheets of American Republic
Realty Fund I and subsidiary (a Wisconsin limited partnership) (the
"Partnership") as of December 31, 1995 and 1994, and the related combined
statements of income, partners' equity (deficit) and cash flows for each of
the three years in the period ended December 31, 1995. Our audits also
included the financial statement schedule listed in the index at
Item 14(a)(2). The combined financial statements and combined financial
statement schedule are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on the combined financial
statements and combined financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall combined financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of the Partnership as of
December 31, 1995 and 1994, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles. Also, in our
opinion, such combined financial statement schedule, when considered in
relation to the basic combined financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
The accompanying combined financial statements have been prepared assuming
that the Partnership will continue as a going concern. As discussed in
Note 6 to the combined financial statements, conditions exist which raise
substantial doubt about the Partnership's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations. Management's plans in regard to these matters are also
described in Note 6. The combined financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
As discussed in Note 1, during 1995, the Partnership adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
DELOITTE & TOUCHE LLP
Dallas, Texas
February 16, 1996
AMERICAN REPUBLIC REALTY FUND I
(A Wisconsin Limited Partnership)
COMBINED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
- ---------------------------------------------------------------------------
ASSETS 1995 1994
INVESTMENTS IN REAL ESTATE AT COST (Note 2):
Land $1,822,718 $1,822,718
Buildings, improvements and furniture
and fixtures 14,925,164 14,874,768
---------- ----------
16,747,882 16,697,486
Less accumulated depreciation (7,793,822) (7,175,144)
----------- -----------
8,954,060 9,522,342
CASH AND CASH EQUIVALENTS 19,047 107,289
ESCROW DEPOSITS 102,508 146,065
PREPAID EXPENSES 23,596 19,759
--------- ---------
TOTAL 9,099,211 9,795,455
========= =========
LIABILITIES AND PARTNERS' DEFICIT
MORTGAGES AND NOTES PAYABLE (Note 2) $7,998,325 $8,756,972
NOTES PAYABLE TO AFFILIATES (Note 3) 3,108,081 3,444,493
AMOUNTS DUE AFFILIATES (Note 3) 1,120,323 953,429
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 54,262 65,107
SECURITY DEPOSITS 51,418 56,540
--------- ----------
12,332,409 13,276,541
COMMITMENTS AND CONTINGENCIES (Notes 4 and 6)
PARTNERS' DEFICIT (3,233,198) (3,481,086)
---------- ----------
TOTAL 9,099,211 9,795,455
========== ==========
See notes to combined financial statements.
AMERICAN REPUBLIC REALTY FUND I
(A Wisconsin Limited Partnership)
COMBINED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ----------------------------------------------------------------------------
1995 1994 1993
INCOME:
Rentals $2,360,596 $2,252,134 $2,149,977
Interest 6,541 4,613 3,645
Gain on insurance settlement
(Note 7) 117,700
Other 42,128 54,275 43,764
----------- ----------- -----------
Total income 2,409,265 2,311,022 2,315,086
OPERATING EXPENSES:
Interest 49,691
Interest expense on note payable
to affiliates 341,599 332,255 199,854
General and administrative 370,427 347,264 361,134
Maintenance and repairs 236,447 235,083 233,449
Utilities 194,785 192,033 191,466
Real estate taxes 232,144 212,317 176,916
Advertising and marketing 36,839 42,586 41,412
Depreciation and amortization 618,678 591,338 588,370
Property management fee to
affiliate (Note 3) 120,450 115,550 109,868
Administrative service fee to
general partner (Note 3) 10,008 10,017 9,854
----------- ----------- -----------
Total operating expenses 2,161,377 2,078,443 1,962,014
----------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 247,888 232,579 353,072
EXTRAORDINARY ITEM:
Gain on forgiveness of debt
(Notes 2 and 3) 450,808
----------- ----------- -----------
NET INCOME (Note 5) $247,888 $232,579 $803,880
=========== =========== ===========
NET INCOME PER LIMITED PARTNERSHIP
UNIT:
Income before extraordinary item $22.31 $20.93 $31.78
Gain on forgiveness of debt 40.57
----------- ----------- -----------
NET INCOME PER LIMITED PARTNERSHIP
UNIT $22.31 $20.93 $72.35
=========== =========== ===========
LIMITED PARTNERSHIP UNITS
OUTSTANDING 11,000 11,000 11,000
=========== =========== ===========
See notes to combined financial statements.
AMERICAN REPUBLIC REALTY FUND I
(A Wisconsin Limited Partnership)
COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ----------------------------------------------------------------------------
General Limited
Partner Partners Total
BALANCE, JANUARY 1, 1993 1,783,215 (4,558,064) (2,774,849)
General partner distribution (1,742,696) (1,742,696)
Net income 8,039 795,841 803,880
----------- ----------- -----------
BALANCE, DECEMBER 31, 1993 48,558 (3,762,223) (3,713,665)
Net income 2,326 230,253 232,579
----------- ----------- -----------
BALANCE, DECEMBER 31, 1994 50,884 (3,531,970) (3,481,086)
Net income 2,479 245,409 247,888
----------- ----------- -----------
BALANCE, DECEMBER 31, 1995 53,363 (3,286,561) (3,233,198)
=========== =========== ===========
See notes to combined financial statements.
AMERICAN REPUBLIC REALTY FUND I
(A Wisconsin Limited Partnership)
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- ----------------------------------------------------------------------------
1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $247,888 $232,579 $803,880
Adjustments to reconcile net
income to cash provided by
(used in) operations:
Depreciation and amortization 618,678 591,338 588,370
Gain on forgiveness of debt
(Notes 2 and 3) (543,922)
Gain on insurance settlement
(Note 7) (117,700)
Change in assets and liabilities:
Escrow deposits 43,557 29,841 14,916
Security deposits (5,122) (62) 3,199
Accounts payable and accrued
expenses (10,845) (5,996) (115,619)
Prepaid expenses (3,837) (3,225) (915)
---------- ---------- ----------
642,431 611,896 (171,671)
---------- ---------- ----------
Net cash provided by
operating activities 890,319 844,475 632,209
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate (50,396) (51,611) (55,116)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Refund of escrow 48,136
Payments on mortgages and notes
payable (758,647) (758,645) (316,271)
Payments on notes payable to
affiliates (336,412) (103,203) (677,802)
Payments on amounts due to
affiliates 166,894 162,868 316,158
---------- ---------- ----------
Net cash used in
financing activities (928,165) (698,980) (629,779)
NET INCREASE (DECREASE) IN CASH (88,242) 93,884 (52,686)
CASH, BEGINNING OF YEAR 107,289 13,405 66,091
---------- ---------- ----------
CASH, END OF YEAR $19,047 $107,289 $13,405
========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year for
interest $330,968 $ - $ -
========== ========== ==========
Accrued expenses relieved in
restructuring of debt (Note 2) $ - $ - $214,427
========== ========== ==========
Mortgages and notes payable
relieved (Notes 2 and 3) $ - $ - $329,495
========== ========== ==========
Noncash distribution to general
partner (Note 3) $ - $ - $1,742,696
========== ========== ==========
See notes to combined financial statements.
AMERICAN REPUBLIC REALTY FUND I
(A WISCONSIN LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 and 1993
- ---------------------------------------------------------------------------
1. SUMMARY OF ACCOUNTING POLICIES
General - American Republic Realty Fund I (the "Partnership"), a Wisconsin
limited partnership, was formed on December 22, 1982, under the laws of the
state of Wisconsin, for the purpose of acquiring, maintaining, developing,
operating, and selling buildings and improvements. The Partnership operates
rental apartments in Florida and Texas. The Partnership will be terminated
by December 31, 2012, although this date can be extended if certain events
occur. The general partner is Mr. Robert J. Werra.
An aggregate of 20,000 units valued at $1,000 per unit is authorized of
which 11,000 were outstanding for each of the three years ended December 31,
1995. Under the terms of the offering, no additional units will be offered.
Allocation of Net Income (Loss) and Cash - Net income and net operating cash
flow, as defined in the limited partnership agreement, are allocated first
to the limited partners in an amount equal to a variable distribution
preference on capital contributions from the first day of the month
following their capital contribution and, thereafter, generally 10% to the
general partner and 90% to the limited partners. Net loss is allocated 1%
to the general partner and 99% to the limited partners.
Net income from the sale of property is allocated first, to the extent there
are cumulative net losses, 1% to the general partner and 99% to the limited
partners; second, to the limited partners in an amount equal to their
distribution preference; and, thereafter, 15% to the general partner and 85%
to the limited partners.
Cash proceeds from the sale of property or refinancing are allocated first
to the limited partners to the extent of their capital contributions and
their distribution preference and, thereafter, 15% to the general partner
and 85% to the limited partners.
Basis of Accounting - The Partnership maintains its books and prepares its
income tax returns using the accrual income tax basis of accounting. Memo
adjustments have been made in preparing the accompanying financial
statements in accordance with generally accepted accounting principles (see
Note 5). The financial statements include only those assets, liabilities
and results of operations which relate to the business of the Partnership.
The financial statements do not include any assets, liabilities, revenues or
expenses attributable to the partners' individual activities.
Property and Equipment - Buildings, improvements, and furniture and fixtures
are depreciated for financial statement purposes using the straight-line
method over the estimated useful lives of the assets, which are five years
for improvements and furniture and fixtures and 25 years for buildings. The
Partnership adopted Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of." Accordingly, Partnership management
routinely reviews its investments for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. The adoption of SFAS No. 121 did not have a material effect on
the financial statements of the Partnership.
Income Taxes - No provision has been made for income taxes since these taxes
are the personal responsibility of the individual partners. For tax
purposes, the basis of the Partnership assets is $4,811,397 at December 31,
1995.
Revenue Recognition - The Partnership has leased substantially all of its
investments in real estate under operating leases for periods generally less
than one year.
Combination - The financial statements include the accounts of the
Partnership and a wholly owned entity. All intercompany amounts have been
eliminated.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Partnership considers all highly liquid debt instruments with an original
maturity at the date of purchase of three months or less to be cash
equivalents.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of certain assets,
liabilities, revenues and expenses as of and for the reporting periods.
Actual results may differ from such estimates.
Reclassifications - Certain previous-year balances have been reclassified to
conform to current-year classifications.
2. MORTGAGES AND NOTES PAYABLE
Mortgages and notes payable at December 31, 1995 and 1994, consist of the
following:
1995 1994
9.125% mortgage note, original face value
$4,300,000, payable in monthly principal
and interest payments of $36,454 through
February 1, 1998, at which time a lump-sum
payment of approximately $4,010,000 is
due. The mortgage note is carried at a
value equal to total future cash outflows
for principal and interest, less total
payments made. All principal and interest
payments will directly reduce the carrying
value of the debt, and no interest expense
will be recognized over the life of the
note. This mortgage note is secured by
real estate assets with a net book value
of approximately $5,628,000 $5,009,017 $5,446,469
10.125% mortgage note, original face value
$2,750,000, payable in monthly principal
and interest payments of $26,766 through
July 1997, at which time a lump-sum payment
of approximately $2,473,000 is due. The
mortgage note is carried at a value
equal to total future cash outflows for
principal and interest, less total payments
made. All principal and interest payments
will directly reduce the carrying value of
the debt, and no interest expense will be
recognized over the life of the note.
This mortgage note is secured by real
estate assets with a net book value of
approximately $3,326,000 $2,989,308 $3,310,503
------------ ------------
$7,998,325 $8,756,972
============ ============
During 1993, the Partnership repaid the $5,402,627 mortgage note which was
in default at December 31, 1992, with proceeds received from a $4,300,000,
9.125% mortgage note and a $200,000, 7% surplus cash note, which was paid in
full in August 1993. The Partnership has accounted for this transaction in
accordance with SFAS No. 15, "Accounting by Debtors and Creditors for
Troubled Debt Restructurings," and accordingly, the carrying value of the
9.125% mortgage note was recorded at a value equal to total future cash
payments for principal and interest. As the total amount of debt forgiven,
including accrued interest, exceeded the total future cash payments on the
9.125% note, this excess was recorded as a gain on forgiveness (net of
direct costs to refinance the debt instruments of $93,114) of $23,255.
Accordingly, no interest expense will be recognized on the note through
maturity. An additional $48,136 was recorded as a gain from a refund of
escrow from this refinancing.
During 1992, the Partnership was in default on its former long-term
obligations. Effective June 1992, the Partnership refinanced these former
obligations. As part of its refinancing, the Partnership received the
10.125% mortgage note and a 9.0% surplus cash note. This transaction was
also accounted for in accordance with SFAS No. 15, and accordingly, the
carrying value of the 10.125% and 9.0% notes, was recorded at a value equal
to total future cash payments for principal and interest. As the total
amount of debt forgiven exceeded the total future cash payments on the
10.125% and 9.0% notes, this excess was recorded as a gain on forgiveness of
debt (net of direct costs to refinance the debt instruments of $181,079) of
$1,359,163 during 1992. Accordingly, no interest expense will be recognized
on the notes through maturity. During 1993, the Partnership obtained an
assignment for the 9% surplus cash note, face value of $350,000, for which
the Partnership paid $120,000 and canceled the note. The excess of the
carrying value at the time of cancellation was recorded as a gain on
forgiveness of $379,417.
The mortgage notes payable are collateralized by their related investments
in real estate.
The following sets forth the required principal payments due under the
stated terms of the Partnership's mortgage notes payable and notes payable
to affiliates.
1996 $ 124,505
1997 2,580,216
1998 4,021,625
1999
2000
Thereafter 3,108,081
3. RELATED PARTY TRANSACTIONS
The partnership agreement specifies certain fees to be paid to the general
partner or his designee. The following fees and reimbursement of
Partnership administrative expenditures were earned by an affiliate of the
general partner in 1995, 1994 and 1993:
1995 1994 1993
Property management fee $120,450 $115,550 $109,868
Administrative service fee 10,008 10,017 9,854
An affiliate of the general partner is to receive an ongoing property
management fee generally payable at 5% of the Partnership's gross receipts.
The general partner holds a $1,300,000 promissory note of the Partnership.
For each of the three years ended December 31, 1995, the note bore interest
at a rate of 10% and was scheduled to mature on December 20, 1998.
Effective January 1, 1996, the note was refinanced to extend the maturity to
June 30, 2001, and adjust the rate to prime plus 2%. No payments of
principal and interest are required until maturity. At December 31, 1995
and 1994, the payable balance of $1,300,000 is included in notes payable to
affiliates. Accrued interest of $857,750 and $727,750 at December 31, 1995
and 1994, respectively, is included in amounts due to affiliates. For each
of the three years ended December 31, 1995, 1994 and 1993, interest expense
incurred on the note was $130,000.
At December 31, 1995 and 1994, a $350,000 note was owed to an affiliate of
the general partner. For each of the three years ended December 31, 1995,
the note bore interest at a rate of 10% and was scheduled to mature on
August 1, 1999. Effective January 1, 1996, the note was refinanced to
extend the maturity to June 30, 2001, and adjust the rate to prime plus 2%.
No payments of principal and interest are received until maturity. For each
of the years ended December 31, 1995, 1994 and 1993, interest expense
incurred on the note was $35,000. At December 31, 1995 and 1994, the
payable balance of $350,000 is included in notes payable to affiliates.
Accrued interest of $257,336 and $224,437 at December 31, 1995 and 1994,
respectively, is included in amounts due to affiliates.
During 1991, a note payable to the general partner was forgiven due to the
belief by the general partner the note could not be repaid by the
Partnership. The terms of the agreement stated that interest would accrue
at 2% above the prime rate with the amount advanced and all accrued and
unpaid interest due June 30, 2001, or upon demand. As of October 1, 1993,
the note was reinstated on the Partnership's financial statements at a face
value of $1,742,696 and accrued interest of $52,321. The note was accounted
for as a general partner distribution during 1993. At December 31, 1995,
the payable balance of $1,269,494 is included in notes payable to
affiliates. There is no accrued interest payable at December 31, 1995. For
the years ended December 31, 1995 and 1994, interest expense incurred on the
note was $157,429 and $152,268, respectively.
The general partner has made advances under a note agreement to the
Partnership which bears interest at prime plus 2%. At December 31, 1995,
the total advances under this note were $188,587. No payments of principal
and interest are required until June 30, 2001, at which time total principal
and accrued interest are due.
4. COMMITMENTS
The Partnership will pay a real estate commission to the general partner or
his affiliates in an amount not exceeding the lesser of 50% of the amounts
customarily charged by others rendering similar services or 3% of the gross
sales price of a property sold by the Partnership, provided that the limited
partners have received their original capital plus preferential interest, as
defined.
5. RECONCILIATION OF BOOK TO TAX LOSS (UNAUDITED)
If the accompanying financial statements had been prepared in accordance
with the accrual income tax basis of accounting rather than generally
accepted accounting principles ("GAAP"), the excess of expenses over
revenues for 1995 would have been as follows:
Net income per accompanying financial statements $247,888
Add - book basis depreciation and amortization
expense using straight-line method 618,678
Deduct - revenues and expenses recognized by GAAP (76,485)
Deduct - income tax basis depreciation expense using
ACRS method (731,218)
Deduct - difference in income tax basis interest
expense (645,048)
----------
Excess of expenses over revenues, accrual income tax
basis $(586,185)
=========
6. CONTINGENCIES
As discussed in Note 2, the Partnership has significant lump-sum payments
due in 1997 and 1998, and the Partnership is not generating sufficient cash
flows to meet these obligations. Management believes it will be able to
refinance these debt instruments; however, at this time, there is no
assurance this refinancing will occur.
7. INSURANCE CLAIM SETTLEMENT
At December 31, 1992, the Partnership was due a reimbursement from its
insurance carrier of $125,000 as a result of a hail damage claim. This
amount was included in other assets as of December 31, 1992, with a
corresponding reduction in the carrying value of the affected property of
$117,700, which is net of amounts expended to make needed repairs to the
structure.
During 1993, management evaluated the condition of the property and
determined no further repairs were necessary. The excess amount of funds
received of $117,700 was recorded as a gain.
8. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments," requires disclosure of the estimated fair
values of certain financial instruments. The estimated fair value amounts
have been determined using available market information or other appropriate
valuation methodologies that require considerable judgment in interpreting
market data and developing estimates. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Partnership
could realize in a current market exchange. The use of different market
assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.
The fair value of financial instruments that are short-term or reprice
frequently and have a history of negligible credit losses is considered to
approximate their carrying value. These include cash and cash equivalents,
short-term receivables, accounts payable and other liabilities. Real estate
and other assets consist of nonfinancial instruments, which are excluded
from the scope of SFAS No. 107.
Management has reviewed the carrying values of its mortgages and notes
payable and its notes payable to related parties in connection with interest
rates currently available to the Partnership for borrowings with similar
characteristics and maturities and has determined that their estimated fair
value would approximate their carrying value as of December 31, 1995.
As of December 31, 1995, the fair value information presented herein is
based on pertinent information available to management. Although management
is not aware of any factors that would significantly affect the estimated
fair value amounts, such amounts have not been comprehensively revalued for
purposes of these financial statements since that date, and therefore,
current estimates of fair value may differ significantly from the amounts
presented herein.
******
AMERICAN REPUBLIC REALTY FUND I
(A Wisconsin Limited Partnership)
Schedule III - Real Estate and Accumulated Depreciation
December 31, 1995
- ----------------------------------------------------------------------------
Initial Cost
to Partnership
---------------------------------
Buildings Total Cost
Encum- and Subsequent to
Description brances Land Improvements Acquistion
26 two-story apartment
buildings of concrete
block construction
with stucco and cedar
exterior and gabled
roofs located in
Jacksonville, Florida (b) $583,300 $5,686,771 $106,704
37 two-story apartment
buildings of concrete
block construction
with brick veneer,
stucco and wood
siding exterior,
and composition,
shingled roofs located
in Bedford, Texas (b) 1,239,718 8,679,421 452,268
----------- ----------- -----------
$1,822,718 $14,366,192 $558,792
=========== =========== ===========
(Above schedule continues below)
Gross Amounts at Which
Carried at Close of Year
- ----------------------------------------
Buildings
and Accumulated Date of
Land Improvements Total Depreciation Construction
(c)(d) (c)
Phase I com-
plete at date
acquired;
Phase II com-
plete at date
$583,000 $5,793,475 $6,376,475 $3,050,234 acquired
Complete at
1,2392718 9,131,689 10,371,407 4,743,588 date acquired
- ----------- ------------ ------------ ------------
$1,822,718 $14,925,164 $16,747,882 $7,793,822
=========== ============ ============ ============
(Above schedule continues below)
Life on Which
Date Depreciation
Acquired is Computed
9/12/83 (a)
5/1/84 (a)
12/20/83 (a)
See notes to Schedule III.
AMERICAN REPUBLIC REALTY FUND I
(A WISCONSIN LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
DECEMBER 31, 1995
- ---------------------------------------------------------------------------
NOTES TO SCHEDULE III:
(a)See Note 1 to financial statements outlining depreciation methods
and lives.
(b)See description of mortgages and notes payable in Note 2 to the
financial statements.
(c)The reconciliation of investments in real estate and accumulated
depreciation for the years ended December 31, 1995, 1994 and 1993,
is as follows:
Investments Accumulated
in Real Estate Depreciation
BALANCE, JANUARY 1, 1993 $16,473,059 $5,999,191
Additions 55,116
Insurance settlement (Note 7) 117,700
Depreciation expense 584,615
------------- ------------
BALANCE, DECEMBER 31, 1993 16,645,875 6,583,806
Additions 51,611
Depreciation expense 591,338
------------- ------------
BALANCE, DECEMBER 31, 1994 16,697,486 7,175,144
Additions 50,396
Depreciation expense 618,678
------------- ------------
BALANCE, DECEMBER 31, 1995 $16,747,882 $7,793,822
============= ============
(d)Aggregate cost for federal income tax purposes is $16,319,993.
Item 9. Disagreements on Accounting and Financial Disclosure
The Registrant has not been involved in any disagreements on accounting
and financial disclosure.
PART III
Item 1O. Directors and Executive Officer of the Partnership
The Partnership itself has no officers or directors. Robert J.
Werra is the General Partner of the Partnership.
Robert J. Werra, 54, the General Partner, Mr. Werra joined Loewi &
Co., Incorporated ("Loewi") in 1967 as a Registered Representative.
In 1971, he formed the Loewi real estate department, and was
responsible for its first sales of privately placed real estate
programs. Loewi Realty was incorporated in 1974, as a wholly owned
subsidiary of Loewi & Co., with Mr. Werra as President. In 198O, Mr.
Werra, along with three other individuals, formed Amrecorp Inc. to
purchase the stock of Loewi Real Estate Inc., and Loewi Realty. In
1991 Univesco, Inc. became the management agent for the Partnership.
Limited Partners have no right to participate in management of the
Partnership.
Item 11. Management Remuneration and Transactions
As stated above, the Partnership has no officers or directors.
Pursuant to the terms of the Limited Partnership Agreement, the
General Partner receives 1% of Partnership income and loss and up to
15% of Net Proceeds received from sale or refinancing of
Partnership properties (after return of Limited Partner capital
contributions and payment of a 6% Current Distribution Preference
thereon).
Univesco, Inc., an affiliate of the General Partner, is entitled
to receive a management fee with respect to properties actually managed
of 5% of the actual gross receipts from a property or an amount
competitive in price or terms for comparable services available from
non-affiliated persons. The Partnership is also permitted to engage in
various transactions involving affiliates of the General Partner as
described under the caption "Compensation and Fees" at pages 6-8,
"Management" at page 17 and "Allocation of Net Income and Losses and
Cash Distributions" at pages 34-36 of the Prospectus as
supplemented, incorporated in the Form S-11 Registration Statement
which was filed with the Securities and Exchange Commission and made
effective on May 2, 1983.
For the Fiscal year ended December 31, 1995, 1994 and 1993,
property management fees earned totalled $120,450, $115,550 and
$109,868, respectively. An additional administration service fee was
paid to the general partner of $10,008, $10,017 and $9,854 for the
years ended December 31, 1995, 1994 and 1993 respectively.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) No one owns of record, and the General Partner knows of no one who
owns beneficially, more than five percent of the Interests in the
Partnership, the only class of securities outstanding.
(b) By virtue of its organization as a limited partnership, the
Partnership has no officers or directors. Persons performing
functions similar to those of officers and directors of the
Partnership, beneficially own, the following Units of the
Partnership as of March 1, 1996.
Amount and Nature
Title Name of of Beneficial Percent
of Class Beneficial Owner Ownership of Interest
---------- ------------------ ------------------- -------------
Limited Robert J. Werra 272 2.47%
Partnership
Interests
No Selling Commissions were paid in connection with the purchase of these Units.
(c) There is no arrangement, known to the Partnership, which may, at a
subsequent date, result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
None other than discussed in Item 11 and notes 3 to the financial
statements at Item 8 elsewhere in this 10-K.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(A) 1. See accompanying Financial Statements Index
2. Additional financial information required
to be furnished:
Schedule III - Real Estate and Accumulate Depreciation.
3. Exhibits
None.
(B) Reports on Form 8-K for the quarter ended December 31, 1995.
None.
(C) Exhibits
3. Certificate of Limited Partnership, incorporated by
reference to Registration Statement No. 0-11578 effective
May 2, 1983.
4. Limited Partnership Agreement, incorporated by reference
to Registration Statement No. 0-11578 effective May 2,
1983.
9. Not Applicable
1O. Not Applicable
11. Not Applicable
12. Not Applicable
13. Reports to security holders, incorporated by reference
from Registrant's Quarterly Reports on Form
1O-Q, dated September 3O, 1995.
18. Not Applicable
19. Not Applicable
22. Not Applicable
23. Not Applicable
24. Not Applicable
25. Power of Attorney, incorporated by reference to
Registration Statement No. 0-11578 effective May 2, 1983.
28. None
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERICAN REPUBLIC REALTY FUND I
ROBERT J. WERRA, GENERAL PARTNER
/s/ Robert J. Werra
------------------------
April 10, 1996
----------------