<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 MARCH 31, 1996
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 (IRS Employer Identification #)
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 March 31, 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 March 31, 1996 and 3
December 31, 1995
Statements of Income for the three months 4
ended March 31, 1996 and 1995
Statements of Changes in Partners' 5
Capital for the period December 31, 1994
to March 31, 1996
Statements of Cash Flows for the three 6-7
months ended March 31, 1996 and 1995
Notes to Financial Statements 8-9
Item 2. Management's Discussion and Analysis of 10-11
Financial 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
March 31, December 31,
1996 1995
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $ 680,000
Buildings and furnishings,
net of accumulated depreciation
of $1,427,080 and $1,382,155 4,310,228 4,355,153
4,990,228 5,035,153
Cash and cash equivalents 431,267 251,812
Investment securities - 199,386
Insurance receivable 125,000 125,000
Other assets 67,502 44,308
$5,613,997 $5,655,659
Liabilities and Partners' Capital
Liabilities:
Accounts payable, accrued expenses
and other liabilities $ 63,117 $ 88,879
Accrued litigation reserve 125,000 125,000
Tenant security deposits 40,782 35,670
Mortgages on real estate 1,257,915 1,277,164
Total liabilities 1,486,814 1,526,713
Partners' Capital:
General partner 24,910 22,998
Limited partners 4,102,273 4,105,948
Total partners' capital 4,127,183 4,128,946
$5,613,997 $5,655,659
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 March 31,
1996 1995
(unaudited) (unaudited)
Revenues:
Rental income $267,523 $270,328
Interest and other income 7,260 2,951
274,783 273,279
Expenses:
Rental property operating
expenses 140,727 140,671
General and administrative
expenses 10,279 10,097
Depreciation 44,925 41,724
Interest expense 30,615 32,272
226,546 224,764
Net income $ 48,237 $ 48,515
Net income allocable to:
General partner $ 2,412 $ 2,426
Limited partners $ 45,825 $ 46,089
Net income per limited partnership
unit (based on an average
22,309 limited partnership
units each year) $ 2.05 $ 2.07
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, 1994 TO MARCH 31, 1996
Limited General
Partners Partner Combined
Balance at December 31, 1994 $4,157,355 $ 17,283 $4,174,638
Distributions ($8.88 per avg
limited partnership unit) ( 198,001) ( 2,000) ( 200,001)
Net income 146,594 7,715 154,309
Balance at December 31, 1995 $4,105,948 $ 22,998 $4,128,946
Distributions ($2.22 per avg
limited partnership unit) ( 49,500) ( 500) ( 50,000)
Net income 45,825 2,412 48,237
Balance at March 31, 1996 $4,102,273 $ 24,910 $4,127,183
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
Three Months Ended March 31,
1996 1995
(unaudited) (unaudited)
Cash flow from operating
activities:
Net income $ 48,237 $ 48,515
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 44,925 41,724
Decrease (increase) in
investment securities 199,386 (196,623)
Decrease in insurance
receivable - 240,000
(Increase) decrease in
other assets ( 23,194) 148
(Decrease)in accounts payable
and accrued expenses ( 25,762) ( 1,786)
(Decrease) in accrued
litigation reserve - (240,000)
Increase in tenant security
deposits 5,112 4,840
Total adjustments 200,467 (151,697)
Net cash provided by (used
in) operating activities 248,704 (103,182)
Cash flow used in investing
activities:
Investments in real estate - ( 5,730)
(continued on next page)<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS -- continued
Three Months Ended March 31,
1996 1995
(unaudited) (unaudited)
Cash flow used in financing
activities:
Principal payments on mortgages ( 19,249) ( 17,555)
Distributions to partners ( 50,000) ( 50,000)
Net cash used in financing
activities ( 69,249) ( 67,555)
Net increase (decrease) in cash
and cash equivalents 179,455 (176,467)
Cash and cash equivalents at
beginning of period 251,812 428,085
Cash and cash equivalents at
end of period $431,267 $251,618
Supplemental disclosures
of cash flow information:
Cash paid during the period for
interest $ 30,712 $ 32,407
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.<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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.
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 a 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 March 31, 1996, 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 March 31, 1996.<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 March 31,
1996 and 1995.
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 March 31, 1996, 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 $267,523 during the
three months ended March 31, 1996 compared to gross rental income
of $270,328 during the same period of 1995. Related operating and
administrative expenses were $151,006 and $150,768 for the three
months ended March 31, 1996 and 1995, respectively. Net rental
income decreased approximately 3.5% to $116,517 for the three
months ended March 31, 1996 from $119,560 for the same period in
1995.
Depreciation and amortization increased to $44,925 for the three
months ended March 31, 1996 from $41,724 for the same period in
1995. Interest expense decreased to $30,615 for the three months
ended March 31, 1996 from $32,272 for the same period in 1995 as a
result of amortizing principal loan balances.
The Partnership's properties maintained stable occupancy rates
during the first three months of 1995 as overall occupancy averaged
approximately 91%.<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
Net income and cash flow provided by operations for the three
months ended March 31, 1996 were $48,237 and $248,704,
respectively, compared with a net income of $48,515 and operating
cash flow used in operations of $103,182 during the same period in
1995.
Liquidity and Capital Resources
Approximately $375,000 of Partnership capital was invested at money
market and United States Treasury Note rates generating
approximately $7,951 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
May 15, 1996 By: Rand E. McNeal ________________________________
Rand E. McNeal, President and CEO
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.
May 15, 1996 By: Craig D. Caldwell _____________________________
Craig D. Caldwell, Director of PWPC
May 15, 1996 By: Rand E. McNeal ________________________________
Rand E. McNeal, Principal Executive Officer<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 431267
<SECURITIES> 0
<RECEIVABLES> 125000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6417308
<DEPRECIATION> 1427080
<TOTAL-ASSETS> 5613997
<CURRENT-LIABILITIES> 0
<BONDS> 1257915
0
0
<COMMON> 0
<OTHER-SE> 4127183
<TOTAL-LIABILITY-AND-EQUITY> 5613997
<SALES> 0
<TOTAL-REVENUES> 274783
<CGS> 0
<TOTAL-COSTS> 195931
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30615
<INCOME-PRETAX> 48237
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48237
<EPS-PRIMARY> 2.05
<EPS-DILUTED> 2.05
</TABLE>
