<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______________ to _______________.
Commission file number 33-8230
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
FLORIDA 59-2703685
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3001 EXECUTIVE DRIVE, SUITE 260, CLEARWATER, FL 34622
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 573-1201
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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
There is no market for the registrant's securities and, therefore, aggregate
market value of the holdings of non-affiliates cannot be determined.
Number of Units
Title of Each Class At September 30, 1995
UNITS OF LIMITED PARTNERSHIP 22,309
INTEREST: $250.00 PER UNIT<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
INDEX
Page Number
PART I FINANCIAL INFORMATION
Item 1. The Partnership's Financial Statements
Balance Sheets as of September 30, 1995 and 3
December 31, 1994
Statements of Income for the nine months 4
ended September 30, 1995 and 1994
Statements of Income for the three months 5
ended September 30, 1995 and 1994
Statements of Changes in Partners' Capital for 6
the period December 31, 1993 to September 30, 1995
Statements of Cash Flows for the nine months 7
ended September 30, 1995 and 1994
Notes to Financial Statements 8-9
Item 2. Management's Discussion and Analysis of Financial 10-11
Condition and Results of Operations
PART II OTHER INFORMATION 11
Signatures 12<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
BALANCE SHEETS
September 30, December 31,
1995 1994
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $ 680,000
Buildings and furnishings, net of
accumulated depreciation of
$1,331,529 and $1,206,357 4,392,815 4,482,884
5,072,815 5,162,884
Cash and cash equivalents 310,839 428,085
Investment securities 198,465 -
Insurance receivable 125,000 375,000
Other assets 59,968 42,731
$5,767,087 $6,008,700
Liabilities and Partners' Capital
Liabilities:
Accounts payable, accrued expenses
and other liabilities $ 153,428 $ 86,374
Accrued litigation reserve 125,000 375,000
Tenant security deposits 32,295 22,810
Mortgages on real estate 1,295,975 1,349,878
Total liabilities 1,606,698 1,834,062
Partners' Capital:
General partner 22,571 17,283
Limited partners 4,137,818 4,157,355
Total partners' capital 4,160,389 4,174,638
$5,767,087 $6,008,700
The accompanying Notes to Financial Statements are an integral part of these
Financial Statements.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Nine Months Ended September 30,
1995 1994
(unaudited) (unaudited)
Revenues:
Rental income $806,623 $829,646
Interest and other income 14,149 5,373
820,772 835,019
Expenses:
Rental property operating expenses 437,600 433,144
General and administrative expenses 26,681 26,408
Depreciation 125,172 121,950
Interest expense 95,568 100,349
685,021 681,851
Net income $135,751 $153,168
Net income allocable to:
General partner $ 6,788 $ 7,658
Limited partners $128,963 $145,510
Net income per limited partnership
unit (based on an average 22,309
limited partnership units each year) $ 5.78 $ 6.52
The accompanying Notes to Financial Statements are an integral part of these
Financial Statements.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Three Months Ended September 30,
1995 1994
(unaudited) (unaudited)
Revenues:
Rental income $266,952 $274,411
Interest and other income 6,789 2,004
273,741 276,415
Expenses:
Rental property operating expenses 150,117 158,556
General and administrative expenses 7,652 6,889
Depreciation 40,650 40,650
Interest expense 31,437 33,068
229,856 239,163
Net income $ 43,885 $ 37,252
Net income allocable to:
General partner $ 2,194 $ 1,863
Limited partners $ 41,691 $ 35,389
Net income per limited partnership
unit (based on an average 22,309
limited partnership units each year) $ 1.87 $ 1.59
The accompanying Notes to Financial Statements are an integral part of these
Financial Statements.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE PERIOD FROM DECEMBER 31, 1993 TO September 30, 1995
Limited General
Partners Partner Combined
Balance at December 31, 1993 $4,171,452 $ 10,446 $4,181,898
Distributions ($7.99 per average
limited partnership unit) ( 178,201) ( 1,800) ( 180,001)
Net income 164,104 8,637 172,741
Balance at December 31, 1994 $4,157,355 $ 17,283 $4,174,638
Distributions ($6.66 per average
limited partnership unit) ( 148,500) ( 1,500) ( 150,000)
Net income 128,963 6,788 135,751
Balance at September 30, 1995 $4,137,818 $ 22,571 $4,160,389
The accompanying Notes to Financial Statements are an integral part of these
Financial Statements.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
1995 1994
(unaudited) (unaudited)
Cash flow from operating
activities:
Net income $135,751 $153,168
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 125,172 121,950
(Increase) in investment securities (198,465) -
Decrease in insurance receivable 250,000 -
(Increase) in other assets ( 17,237) ( 24,158)
Increase in accounts payable, accrued
expenses and other liabilities 67,054 39,204
(Decrease) in accrued litigation reserve (250,000) -
Increase (decrease) in tenant
security deposits 9,485 1,884
Total adjustments ( 13,991) 138,880
Net cash provided by
operating activities 121,760 292,048
Cash flow used in investing activities:
Investments in real estate ( 35,103) ( 37,210)
Cash flow used in financing activities:
Principal payments on mortgages ( 53,903) ( 49,158)
Distributions to partners (150,000) (135,000)
Net cash used in financing
activities (203,903) (184,158)
Net (decrease) increase in cash
and cash equivalents (117,246) 70,680
Cash and cash equivalents at
beginning of period 428,085 364,547
Cash and cash equivalents at
end of period $310,839 $435,227
Supplemental disclosures
of cash flow information:
Cash paid during the period for
interest $ 95,984 $100,728
The accompanying Notes to Financial Statements are an integral part of these
Financial Statements.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Note 1 - Partnership Organization and Operations
Pioneer Western Properties Income Fund Limited Partnership (the Partnership), a
Florida limited partnership, was formed in August 1986. On December 30, 1986,
the Securities and Exchange Commission declared the Partnership's registration
statement, which contemplated the sale of $10 million in limited partner
interests, to be effective. In April 1987 the Partnership reached the minimum
of 6,000 units sold and commenced its operations. The offering period ended in
October 1988 with 22,309 units sold and proceeds of $5,567,250. The purpose of
the Partnership is to purchase and operate existing income producing
residential properties through the year ended December 31, 2036, unless
terminated earlier in accordance with provisions of the partnership agreement.
On March 19, 1991, Enstar Financial Services, Inc. sold 100% of the
outstanding stock of Pioneer Western Properties Corporation (PWPC), the
Partnership's Corporate General Partner, to Edgemark Group, Inc. The Corporate
General Partner retained its existing management and is headquartered in the
Clearwater, Florida area.
Note 2 - Summary of Significant Accounting Policies
The Partnership's accounting records are maintained on an accrual basis of
accounting in accordance with generally accepted accounting principles.
Profits and losses of the Partnership, other than those attributable to capital
items or the disposition of substantially all of the Partnership's property,
are allocated 95% to the limited partners and 5% to the general partner.
Profits and losses of the partnership attributable to capital items or the
disposition of substantially all of the Partnership's property are to be
distributed as follows: (1) to previously allocated tax loss from sale;
(2) to limited partners in an amount equal to the excess of cash available for
distribution received by them over the taxable income from operations allocated
to them; (3) to the limited partners in an amount equal to the excess of the
8% cumulative priority return to which they are entitled over the cash
available for distribution received by them; (4) to the general partner in an
amount equal to the excess of the cash available for distribution received by
them over the taxable income from operations allocated to them; (5) 80% to
the limited partners and 20% to the general partner.
Cash available for distribution will be paid 99% to the limited partners and 1%
to the general partner until the limited partners have received their 8% annual
priority return, and 95% to the limited partners and 5% to the general partner,
thereafter.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Investments in Real Estate
Apartment buildings and furnishings are stated at cost less accumulated
depreciation. The buildings and improvements are depreciated on a straight
line basis over a forty year period; the furnishings are depreciated on
straight line and 150 percent declining balance methods over a ten year
period; and the property improvements are depreciated on a straight line
basis over a twenty year period.
Cash and Cash Equivalents
The Partnership considers all short term highly liquid instruments purchased
with maturity of three months or less to be cash equivalents.
Income Taxes
No provision has been made for income taxes since the tax effect of the
Partnership's activities accrues to the partners.
Note 3 - Commitments and Contingencies
In November 1994, the Partnership received an unfavorable ruling related to
litigation surrounding a fire at Creek Ridge Apartments. As of September 30,
1995, the remaining settlement amount totaled $50,000 and has been accrued.
The Partnership has also accrued an additional $75,000 for separate pending
litigation of the same nature. These amounts will be covered by the
Partnership's insurance and, accordingly, an insurance receivable for these
amounts has been recorded at September 30, 1995.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Analysis of Financial Condition
The following discussion provides general information regarding the Partnership
and operations during the three months ended September 30, 1995 and 1994.
The Partnership's business is to make investments in existing income producing
multi-family residential properties in the southeastern United States. The
Partnership's objectives are to preserve and protect the Partnership's invested
capital, to provide partially tax-deferred distributions of cash from
operations on a quarterly basis and to achieve capital appreciation.
As of September 30, 1995, 88% of the Partnership's total assets were invested
in the Partnership's real estate portfolio which consisted of Creek Ridge
Apartments located in Knoxville, Tennessee; Foxwood Apartments located in
Augusta, Georgia; and Pleasant Terrace Apartments located in Knoxville,
Tennessee.
Results of Operations
The Partnership produced gross rental income of $266,952 during the three
months ended September 30, 1995 compared to gross rental income of $274,411
during the same period of 1994. Related operating and administrative expenses
were $157,769 and $165,445 for the three months ended September 30, 1995 and
1994, respectively. Net rental income increased approximately .2% to
$109,183 for the three months ended September 30, 1995 from $108,966 for the
same period in 1994.
Depreciation and amortization remained $40,650 for the three months ended
September 30, 1995, unchanged from the same period in 1994. Interest expense
decreased to $31,437 for the three months ended September 30, 1995 from $33,068
for the same period in 1994 as a result of amortizing principal loan balances.
Creek Ridge and Pleasant Terrace Apartments maintained average occupancy of
approximately 95% during the three months ended September 30, 1995. Foxwood
Apartments maintained average occupancy of approximately 85% during the same
period.
Net income and cash flow provided by operations for the nine months ended
September 30, 1995 were $135,751 and $121,760, respectively, compared with a
net income of $153,168 and operating cash flow of $292,048 during the same
period in 1994.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
Liquidity and Capital Resources
During the three months ended September 30, 1995, the Partnership expended
approximately $11,000 for capital improvements. One roof was replaced at
Pleasant Terrace Apartments for $2,500. Other expenditures relate to carpets,
appliances and air conditioners which have been replaced at the Partnership's
properties as a part of the ongoing capital replacement program.
Approximately $416,660 of Partnership capital was invested at U.S. treastury
note and money market rates generating $6,789 in interest income during the
current quarter. Such capital is considered adequate by management to fund
the Partnership's activities including capital improvements scheduled for the
Partnership's properties.
PART II OTHER INFORMATION
No other information need be reported.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
SIGNATURES
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.
Pioneer Western Properties Income Fund Limited Partnership,
a Florida limited partnership (Registrant)
By: Pioneer Western Properties Corporation
("PWPC"), its Corporate General Partner
November 15, 1995 By: RAND E. MCNEAL________________________________________
Rand E. McNeal, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
November 15, 1995 By: RAND E. MCNEAL________________________________________
Rand E. McNeal, Principal Executive Officer
November 15, 1995 By: CRAIG D. CALDWELL_____________________________________
Craig D. Caldwell, Director of PWPC<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 310,839
<SECURITIES> 198,465
<RECEIVABLES> 125,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,404,344
<DEPRECIATION> 1,331,529
<TOTAL-ASSETS> 5,767,087
<CURRENT-LIABILITIES> 0
<BONDS> 1,295,975
<COMMON> 0
0
0
<OTHER-SE> 4,160,389
<TOTAL-LIABILITY-AND-EQUITY> 5,767,087
<SALES> 0
<TOTAL-REVENUES> 820,772
<CGS> 0
<TOTAL-COSTS> 589,453
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95,568
<INCOME-PRETAX> 135,751
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 135,751
<EPS-PRIMARY> 5.78
<EPS-DILUTED> 5.78
</TABLE>
