FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended March 31, 2000
Commission File Number: 2-94509
LIF
(Exact name of registrant as specified in its governing instruments)
California 94-2969720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P. O. Box 130, Carbondale, Colorado 81623
(Address of principal executive offices)
(970) 963-8007
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes: [X] No: [ ]
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIF
CONSOLIDATED BALANCE SHEETS, MARCH 31, 2000 AND DECEMBER 31, 1999
(Unaudited) (Dollars in thousands)
<CAPTION>
March 31, December 31,
2000 1999
<S> <C> <C>
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties $ 2,140 $ 2,102
Accumulated depreciation (296) (278)
Rental properties - net 1,844 1,824
CASH AND CASH EQUIVALENTS (including
Interest bearing deposits of $554
in 2000 and $554 in 1999) 814 884
OTHER ASSETS:
Accounts receivable-net 9 0
Prepaid expenses and deposits 2 2
Deferred organization costs and loan costs
(net of accumulated amortization of $5
in 2000 and $168 in 1999) 13 13
Notes receivable 0 0
Total other assets 24 15
TOTAL $ 2,682 $ 2,723
LIABILITIES AND PARTNERS' EQUITY LIABILITIES:
Notes payable $ 1,411 $ 1,427
Accounts payable 17 9
Liability for future improvement 0 0
Deferred gain on sale of real estate 0 0
Other liabilities 48 49
Total liabilities 1,476 1,485
PARTNERS' EQUITY
Limited Partners 1,206 1,238
General Partners 0 0
TOTAL $ 2,682 $ 2,723
Equity Units Authorized - Limited Partners 12,820 12,820
- General Partners 0 0
Equity Units Outstanding - Limited Partners 12,820 12,820
- General Partners 0 0
The accompanying notes are an integral part of the consolidated
financial statements.
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<TABLE>
LIF
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited) (In thousands except per share amounts)
<CAPTION>
2000 1999
<S> <C> <C>
REVENUE:
Rental $ 68 $ 266
Interest 8 16
Gain on sale 0 3,365
Total revenue 76 3,647
EXPENSE:
Interest 30 67
Operating 16 118
Depreciation and amortization 17 22
General and administrative 45 58
Total expense 108 265
NET INCOME (LOSS
Net income (loss) - Limited Partners (32) 3,382
Net income (loss) - General Partners 0 0
NET INCOME (LOSS) PER PARTNERSHIP UNIT:
Limited Partners (3) 264
General Partners 0 0
(3) 264
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
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<TABLE>
LIF
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND
THE YEAR ENDED DECEMBER 31, 1999
(Unaudited)(Dollars in thousands)
<CAPTION>
..LIMITED PARTNERS..
NUMBER OF GENERAL TOTAL
PARTNERSHIP PARTNER PARTNERS'
UNITS AMOUNT AMOUNT DEFICIT
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 12,820 $1,281 $ (175) $1,106
Net Income - 1999 3,162 0 3,337
DISTRIBUTION (3,205) 175 (3,205)
BALANCE, DECEMBER 31, 1999 12,820 $1,238 $ 0 $1,106
Net loss (32) 0 (32)
Distribution 0 0
Contribution 0 0
BALANCE, MARCH 31, 2000 12,820 $1,206 $ 0 $1,206
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
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<TABLE>
LIF
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited) (Dollars in thousands)
<CAPTION>
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (32) $ 3,382
Gain on sale of property 0 (3,365)
Adjustments to reconcile net increase to net
cash provided by operating activities:
Depreciation and amortization 18 16
Change in operating assets and liabilities:
Increase (decrease) in other liabilities (1) (245)
Increase in accounts payable 8 (19)
Decrease/increase in accounts receivable (9) 18
Decrease in deferred expenses 0 44
Increase in prepaid expenses 0 20
Estimated cost to complete 0 (8)
Net cash used in operating activities (16) (157)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (38) 0
Sale of investment property-net 0 9,031
Decrease/increase in notes receivable 0 (7)
Net cash provided (used) in
investing activities (38) 9,024
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Financing 0 0
Payment on notes payable (16) (5,212)
Net (distribution) contribution 0 0
Net cash used by financing activities (16) (5,212)
Increase (decrease) in cash and
cash equivalents (70) 3,655
Cash and cash equivalents at beginning
of period 884 566
Cash and cash equivalents at end of period 814 $ 4,221
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
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LIF
FINANCIAL NOTES
(Dollars in thousands)
The accompanying unaudited financial statements should be read in
conjunction with the Partnership's 1999 Annual Report. These
statements have been prepared in accordance with the instructions
to the Securities and Exchange Commission form 10-Q and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of the general partner, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for the
three months ended March 31, 2000 and 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2000.
Organization - LIF (the "Partnership") is a limited partnership
organized under the laws of the state of California for the purpose
of investing in income properties and making short-term loan and
capital contributions to operating entities formed to acquire or
develop and operate one or more income producing real properties.
The General Partner is Partners '85 (the "General Partner"), a
California limited partnership, whose General Partner is Landsing
Equities Corporation. LIF was formed in June 1984, and shall
continue until December 31, 2034, unless sooner terminated.
Investment In Real Estate Partnership - At December 31, 1998, the
Partnership was invested in Landsing Private Fund ("P-21"), a 99%
- -owned real estate partnership. The property was sold in February 1999.
The two properties under LIF, Valley View Business Center and 701 Cooper
have been on the market for sale and are currently under contract.
Consolidation of Investment in Real Estate Partnerships - For
financial reporting purposes, the Partnership consolidates the
operations of it's investment in real estate partnerships with that
of the Partnership. All significant intercompany transactions,
including notes payable/receivable and short-term loans/receivables,
and balances have been eliminated.
Rental Property - Rental property is stated at cost. Depreciation is
computed by the straight-line method over estimated useful lives
ranging from five to forty years. Major additions and betterments
are capitalized at cost, while maintenance and repairs which do not
improve or extend the life of the respective assets are expensed
currently. When assets are retired or otherwise disposed of, the
costs and related accumulated depreciation are removed from the
accounts, and any gain or loss on disposal is included in the
results of operations.
Deferred Loan Costs - Loan fees are deferred and amortized over the
life of the related note payable.
Cash and Cash Equivalents - The Partnership considers all highly
liquid investments with a maturity of three months or less at the
time of purchase to be cash equivalents.
Short-Term Investments - The Partnership invests in short-term
federally insured certificates of deposits which mature on a date
in excess of three months from the date of purchase. The cost of
these investments approximate market value.
Income Taxes - No provision for federal or state income taxes has
been made in the consolidated financial statements because these
taxes are the obligation of the partners.
Net Income (Loss) Per Partnership Unit - Net Income (Loss) per
partnership unit is based on weighted average units outstanding of
12,820 in 2000 and 1999, after giving effect to net income
(loss) allocated to the General Partner. Cash distributions of $15
per unit were paid to limited partnership unit holders in 1998.
A distribution was paid to unit holders of record as of February
28, 1999 in the amount of $250 per unit.
Concentrations of Credit Risk - The Partnership's financial
instruments that are exposed to concentrations of credit risk
consist primarily of its cash and cash equivalents, and note
receivables. The Partnership's cash and cash equivalents are
maintained in various accounts in FDIC insured institutions. This
investment policy limits the Partnership's exposure to concentrations
of credit risk.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Impairment of Long-Lived Assets - 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" during 1996. SFAS No. 121 requires that long-lived
assets and certain identifiable intangibles to be held and used
or disposed of by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. During 1999 and 1998, the
Partnership determined that no impairment loss need be recognized
for applicable assets of continuing operations.
Accounting Pronouncements - In June 1996, the Financial Accounting
Standards Board issued Statement No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities"
(SFAS No.125). This Statement is effective for transactions
occurring after December 31, 1996. However, transactions such as
securities lending, repurchase agreements, dollar rolls, and similar
secured financing arrangements are not subject to the provisions of
SFAS No. 125 until January 1, 1998. The standard provides that,
following a transfer of financial assets, an entity is to recognize
the financial and servicing assets it controls and the liabilities
it has incurred, derecognize financial assets when control has been
surrendered and derecognize liabilities when extinguished. The
adoption of SFAS No. 125 had no impact on the Partnership's
consolidated financial statements. The impact of the delayed
provisions is also not expected to be material.
Effective January 1, 1998, the Partnership adopted SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 requires that an
enterprise (a) classify items of other comprehensive income by their
nature in a financial statement and (b) display the accumulated
balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a
statement of financial condition. However, the Partnership had no
items of comprehensive income at March 31, 2000.
Effective January 1, 1998, the Partnership adopted SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information."
However, the Partnership does not have any reportable segments at
March 31, 2000.
Fair Value of Financial Instruments - The fair value of certain
financial assets carried at cost, including cash and cash equivalents
and accounts receivable, are considered to approximate their
respective fair value. The fair value of accrued liabilities is
considered to approximate their respective book values due to their
short-term nature. The valuation of notes receivables and notes
payable with floating rates is estimated to be the same as carrying
value. Fair value of notes payable with fixed rates is estimated
based on quoted market prices for similar issues. At March 31, 2000
and December 31, 1999, fair value of notes payable approximate
carrying value.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
The Partnership was organized to acquire real properties, including
commercial, residential and agricultural properties, located primarily
within the western portion of the United States, and to make
short-term loans and capital contributions to other limited
partnerships formed to acquire or develop and operate one or more
income-producing real properties.
The Partnership owns two retail rental properties. For financial
reporting purposes, the Partnership investments are presented on a
consolidated basis.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Partnership's consolidated cash balance
totaled $814,000. Cash not required for current operations is placed
in federally insured financial instruments, certificates of deposit,
and money market funds which can be liquidated as needed. It is the
Partnership's intention to maintain adequate cash reserves for its
operations.
During the first quarter of 2000, the Partnership experienced a net
decrease in cash and cash equivalents of $70,000. As of March 31,
2000, cash and cash equivalents totaled $814,000 versus $884,000
at December 31, 1999
On September 30, 1997, the Partnership's investment in ACP sold
40.20% of the Alpine Center Building to Gary K. Barr (GKB). GKB is
the president of the General Partner of LIF. This sale resulted in
cash to ACP of $370,000. On September 30, 1997, ACP also sold 45.90%
of the Alpine Center Building to Open World Investors (OWI), of which
Gary K. Barr is a General Partner. This sale generated cash to ACP
of $420,000. ACP provided seller financing to GKB and OWI in the
amounts of $864,300 and $986,850 respectively. These loans were
repaid in July, 1999.
RESULTS OF OPERATIONS
Rental revenues were $68,000 for the three months ended March 31,
2000, a decrease of $198,000 compared to the first three months of 1999.
The decline in rental revenues in 1999 versus 1998 was the result of
the sale of the Whistler Point Apartment Building in February 1999.
Operating expenses were $16,000 for the three months ended March 31,
2000, a decrease of $102,000 compared to the first 3 months of 1999,
which was the result of the sale of the Whistler Point Apartment
Building.
Net operating income of properties (rental revenue less operating
expenses) was $52,000 in 2000, a decrease of $148,000 from 1999.
Management believes net operating income is the best indication of
the properties' performance.
Interest income decreased from $16,000 in 1999 to $8,000 in 2000.
The decrease was due to a distribution in June of 1999.
On February 26, 1999, the Partnership sold the Whistler Point
Apartments for a cash sales price of $9,600 to an unrelated third
party. As part of this sale, debt of $5,207 was retired and a gain
of approximately $3,363 was recognized.
Interest expense decreased by $37,000 for the first three months of 2000,
compared to the first three months of 1999, due to the sale of Whistler
Point Apartment Building and the repayment of the associated debt.
Interest income and interest expense on loans by and between LIF
and its investments were eliminated in the consolidation of the
Company's financial statements.
Entity level general and administrative expenses, exclusive of
that at the property level, decreased $13,000 in 2000 compared
to 1999.
OCCUPANCY
Occupancy at the two Partnership's properties remain stable during
the first three months 2000. Occupancy at Valley View was 76% at
the end of the first quarter 2000. 701 Cooper remained vacant.
Both properties are for sale. 701 Cooper is not being actively
marketed to lease to tenants to allow owner/user prospects to
participate in the sale process.
DISTRIBUTIONS
In June 1999, the Partnership paid a cash distribution of $250
per unit to unit holders of record on June 1, 1999.
INFLATION
The effect of inflation on the Partnership's operations have been
no greater than the effect on the economy as a whole. Because of
competitive conditions, market rate rents may increase or decrease
disproportionately with inflation while property operating costs
continue to follow inflationary trends. Inflationary conditions
are not expected to have a major impact on the Partnership during
2000.
<PAGE>
PART II. OTHER INFORMATION
All items in Part II have been omitted since they are inapplicable or
the answer is negative.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
L I F
Date: May 10, 2000 /s/ Gary K. Barr
Gary K. Barr, President & Director
Landsing Equities Corporation
Managing Partner of the General Partner,
Partners '85
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 814
<SECURITIES> 0
<RECEIVABLES> 9
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15
<PP&E> 2,140
<DEPRECIATION> (296)
<TOTAL-ASSETS> 2,682
<CURRENT-LIABILITIES> 65
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,617
<TOTAL-LIABILITY-AND-EQUITY> 2,682
<SALES> 0
<TOTAL-REVENUES> 76
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 88
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
