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 September 30, 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)
0326 Highway 133, Suite 210, 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, SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(Unaudited) (Dollars in thousands)
<CAPTION>
Sept 30, December 31,
2000 1999
<S> <C> <C>
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties $ 0 $ 2,102
Accumulated depreciation 0 (278)
Rental properties - net 0 1,824
CASH AND CASH EQUIVALENTS (including
Interest bearing deposits of $249
in 2000 and $544 in 1999) 249 884
OTHER ASSETS:
Accounts receivable-net 0 0
Prepaid expenses and deposits 0 2
Deferred organization costs and loan costs
(net of accumulated amortization of $0
in 2000 and $13 in 1999) 0 13
Notes receivable 0 0
Total other assets 0 15
TOTAL $ 249 $ 2,723
LIABILITIES AND PARTNERS' EQUITY LIABILITIES:
Notes payable $ 0 $ 1,427
Accounts payable 0 9
Liability for future improvement 0 0
Deferred gain on sale of real estate 0 0
Other liabilities 249 49
Total liabilities 249 1,485
PARTNERS' EQUITY
Limited Partners 0 1,238
General Partners
TOTAL $ 249 $ 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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LIF
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited) (In thousands except per share amounts)
<CAPTION>
Three Months Ended
September 30
2000 1999
<S> <C> <C>
REVENUE:
Rental $ 0 $ 42
Interest 9 8
Gain on sale 170 1
Total revenue 179 51
EXPENSE:
Interest 6 32
Operating 0 32
Depreciation and amortization 2 17
General and administrative 113 60
Total expense 121 141
NET INCOME (LOSS
Net income (loss) - Limited Partners 58 (90)
Net income (loss) - General Partners 0 0
NET INCOME (LOSS) PER PARTNERSHIP UNIT:
Limited Partners 58 (7)
General Partners 0 0
58 (7)
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 SEPTEMBER 30, 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 3,162 175 3,337
DISTRIBUTION (3,205) 0 (3,205)
BALANCE, DECEMBER 31, 1999 12,820 $1,238 $ 0 $1,238
Net income 165 0 165
DISTRIBUTION (1,403) (1,403)
BALANCE, SEPTEMBER 30, 2000 12,820 $ 0 $ 0 $ 0
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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited) (Dollars in thousands)
<CAPTION>
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 165 $3,236
Gain on sale of property 0 (3,363)
Adjustments to reconcile net increase to net
cash provided by operating activities:
Depreciation and amortization 57 57
Change in operating assets and liabilities:
Increase (decrease) in other liabilities 200 (234)
Increase in accounts payable (9) (13)
Increase in accounts receivable 0 19
Decrease in deferred expenses 13 48
Decrease/increase in prepaid expenses 2 22
Net cash used in operating activities 428 (228)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investment property-net 1,767 9,021
Net cash provided (used) in
investing activities 1,767 9,021
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on notes payable (1,427) (5,250)
Net (distribution) contribution (1,403) (3,205)
Net cash used by financing activities (2,830) (8,455)
Increase (decrease) in cash and
cash equivalents (635) 338
Cash and cash equivalents at beginning
of period 884 566
Cash and cash equivalents at end of period $ 249 $ 904
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 September 30, 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.
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. A distribution was paid
to unit holders of record as of August 1, 2000 in the amount of
$90 per unit. The final Partnership distribution of $19 will be
paid on December 13, 2000 to unit holders of record as of December
1, 2000.
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 2000 and 1999, 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 September 30, 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
September 30, 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 September 30,
2000 and December 31, 1999, fair value of notes payable approximate
carrying value.
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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 does not own any properties as of September 30, 2000.
For financial reporting purposes, the Partnership investments are
presented on a consolidated basis.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Partnership's consolidated cash balance
totaled $249,000. This cash will be distributed to limited partners
as the final distribution for the Partnership.
During the third quarter of 2000, the Partnership experienced a net
decrease in cash and cash equivalents of $635,000, as the result of
the final property sale and a distribution of $1,407 to limited partners.
As of September 30, 2000, cash and cash equivalents totaled $249,000
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
The Partnership sold it final property on July 19, 2000 and no longer
has any property operations. It will make its final distribution and
cease operations as of Decmeber 13, 2000.
Rental revenues were $0 for the three months ended September 30,
2000, a decrease of $42,000 compared to the third three months of 1999.
The decline in rental revenues in 2000 versus 1999 was the result of
the sale of the Valley View Business Park and 701 Cooper building.
Operating expenses were $0 for the three months ended September
30, 2000, a decrease of $32,000 compared to the third three months
of 1999, which was the result of the sale of the Valley View Business
Park and 701 Cooper building.
Net operating loss of properties (rental revenue less operating
expenses) was $0 in 2000, a decrease of $10,000 from 1999.
Management believes net operating income is the best indication of
the properties' performance.
Interest income increased from $8,000 in 1999 to $9,000 in 2000.
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.
On May 19, 2000, the Partnership sold the Valley View Business Park
for a cash sales price of $1,875 to an unrelated third party. As
part of this sale, debt of $1,012 was retired and a gain of approximately
$203 was recognized.
On July 19, 2000, the Partnership sold 701 Cooper for a cash sales
price of $499 to an unrelated third party. As part of this sale,
debt of $306 was retired and a gain of approximately $170 was
recognized.
Interest expense decreased by $26,000 for the third three months of 2000,
compared to the third three months of 1999, due to the sale of Valley
View Business Park and 701 Cooper and the associated debt.
Entity level general and administrative expenses, exclusive of
that at the property level, increased $51,000 in 2000 compared
to 1999.
OCCUPANCY
The Partnership owns no property.
DISTRIBUTIONS
In August 2000, the Partnership paid a cash distribution of $90
per unit to unit holders of record on June 30, 2000. The
Partnership will make a final distribution on December 13, 2000
of $19 per unit to unit holders of record as of December 1, 2000.
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.
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PART II. OTHER INFORMATION
All items in Part II have been omitted since they are inapplicable or
the answer is negative.
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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: November 15, 2000 /s/ Gary K. Barr
Gary K. Barr, President & Director
Landsing Equities Corporation
Managing Partner of the General Partner,
Partners '85
