<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 JUNE 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 June 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 June 30, 1995 and 3
December 31, 1994
Statements of Income for the six months 4
ended June 30, 1995 and 1994
Statements of Income for the three months 5
ended June 30, 1995 and 1994
Statements of Changes in Partners' Capital for 6
the period December 31, 1993 to June 30, 1995
Statements of Cash Flows for the six months 7
ended June 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
June 30, December 31,
1995 1994
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $ 680,000
Buildings and furnishings, net of
accumulated depreciation of
$1,289,806 and $1,206,358 4,423,601 4,482,884
5,103,601 5,162,884
Cash and cash equivalents 289,139 428,085
Investment securities 197,544 -
Insurance receivable 125,000 375,000
Other assets 50,775 42,731
$5,766,059 $6,008,700
Liabilities and Partners' Capital
Liabilities:
Accounts payable, accrued expenses
and other liabilities $ 130,672 $ 86,374
Accrued litigation reserve 125,000 375,000
Tenant security deposits 28,450 22,810
Mortgages on real estate 1,314,359 1,349,878
Total liabilities 1,598,481 1,834,062
Partners' Capital:
General partner 20,930 17,283
Limited partners 4,146,648 4,157,355
Total partners' capital 4,167,578 4,174,638
$5,766,059 $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
Six Months Ended June 30,
1995 1994
(unaudited) (unaudited)
Revenues:
Rental income $539,671 $555,235
Interest and other income 7,360 3,369
547,031 558,604
Expenses:
Rental property operating expenses 287,483 274,588
General and administrative expenses 19,029 19,519
Depreciation 83,448 81,300
Interest expense 64,131 67,281
454,091 442,688
Net income $ 92,940 $115,916
Net income allocable to:
General partner $ 4,647 $ 5,796
Limited partners $ 88,293 $110,120
Net income per limited partnership
unit (based on an average 22,309
limited partnership units each year) $ 3.96 $ 4.94
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 June 30,
1995 1994
(unaudited) (unaudited)
Revenues:
Rental income $269,343 $281,348
Interest and other income 4,409 1,775
273,752 283,123
Expenses:
Rental property operating expenses 146,813 136,147
General and administrative expenses 8,932 8,510
Depreciation 41,724 40,650
Interest expense 31,859 33,453
229,328 218,760
Net income $ 44,424 $ 64,363
Net income allocable to:
General partner $ 2,221 $ 3,218
Limited partners $ 42,203 $ 61,145
Net income per limited partnership
unit (based on an average 22,309
limited partnership units each year) $ 1.90 $ 2.74
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 JUNE 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 ($4.44 per average
limited partnership unit) ( 99,000) ( 1,000) ( 100,000)
Net income 88,293 4,647 92,940
Balance at June 30, 1995 $4,146,648 $ 20,930 $4,167,578
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
Six Months Ended June 30,
1995 1994
(unaudited) (unaudited)
Cash flow from operating
activities:
Net income $ 92,940 $115,916
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 83,448 81,300
(Increase) in investment securities (197,544) -
Decrease in insurance receivable 250,000 -
(Increase)in other assets ( 8,044) ( 369)
Increase (Decrease)in accounts payable
and accrued expenses 44,298 ( 1,261)
(Decrease) in accrued litigation reserve (250,000) -
Increase in tenant security deposits 5,640 255
Total adjustments ( 72,202) 79,925
Net cash provided by
operating activities 20,738 195,841
Cash flow used in investing activities:
Investments in real estate ( 24,165) ( 25,103)
Cash flow used in financing activities:
Principal payments on mortgages ( 35,519) ( 32,393)
Distributions to partners (100,000) ( 90,000)
Net cash used in financing
activities (135,519) (122,393)
Net(decrease) increase in cash
and cash equivalents (138,946) 48,345
Cash and cash equivalents at
beginning of period 428,085 364,547
Cash and cash equivalents at
end of period $289,139 $412,892
Supplemental disclosures
of cash flow information:
Cash paid during the period for
interest $ 64,405 $ 67,531
The accompanying Notes to Financial Statements are an integral part of these
1Financial 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 THE 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 June 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 June 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 June 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 June 30, 1995, 89% 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 $269,343 during the three months
ended June 30, 1995 compared to gross rental income of $281,348 during the same
period of 1994. Related operating and administrative expenses were $155,745 and
$144,657 for the three months ended June 30, 1995 and 1994, respectively. Net
rental income decreased approximately 17% to $113,598 for the three months ended
June 30, 1995 from $136,691 for the same period in 1994.
Depreciation and amortization increased to $41,724 for the three months ended
June 30, 1995 from $40,650 for the same period in 1994. Interest expense
decreased to $31,859 for the three months ended June 30, 1995 from $33,453 for
the same period in 1994 as a result of amortizing principal loan balances.
The Partnership's properties maintained stable occupancy rates during the three
months ended June 30, 1995 as overall occupancy averaged approximately 92%.
Net income and cash flow provided by operations for the six months ended June
30, 1995 were $92,940 and $20,738, respectively, compared with a net income of
$115,916 and operating cash flow of $195,841 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 June 30, 1995, the Partnership expended $16,800
for capital improvements. Approximately $4,900 of 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.
The remaining $11,900 of expenditures relate to seal coating the parking lots
at Creek Ridge and Pleasant Terrace Apartments.
Approximately $206,447 of Partnership capital was invested at money market rates
generating $4,409 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
August 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.
August 15, 1995 By: RAND E. MCNEAL________________________________________
Rand E. McNeal, Principal Executive Officer
August 15, 1995 By: CRAIG D. CALDWELL_____________________________________
Craig D. Caldwell, Director of PWPC<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 289,139
<SECURITIES> 197,544
<RECEIVABLES> 125,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,393,407
<DEPRECIATION> 1,289,806
<TOTAL-ASSETS> 5,766,059
<CURRENT-LIABILITIES> 0
<BONDS> 1,314,359
<COMMON> 0
0
0
<OTHER-SE> 4,167,578
<TOTAL-LIABILITY-AND-EQUITY> 5,766,059
<SALES> 0
<TOTAL-REVENUES> 547,031
<CGS> 0
<TOTAL-COSTS> 389,960
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 64,131
<INCOME-PRETAX> 92,940
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 92,940
<EPS-PRIMARY> 3.96
<EPS-DILUTED> 3.96
</TABLE>
