<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, 1997
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.
Title of Each Class Number of Units
UNITS OF LIMITED PARTNERSHIP At March 31, 1997
INTEREST: $250.00 PER UNIT 22,309
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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, 1997 and 3
December 31, 1996
Statements of Income for the three months 4
ended March 31, 1997 and 1996
Statements of Changes in Partners' 5
Capital for the period December 31, 1995
to March 31, 1997
Statements of Cash Flows for the three 6-7
months ended March 31, 1997 and 1996
Notes to Financial Statements 8-10
Item 2. Management's Discussion and Analysis of 11-12
Financial Condition and Results of Operations
PART II OTHER INFORMATION 12
SIGNATURES 13
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
BALANCE SHEETS
March 31, December 31,
1997 1996
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $ 680,000
Buildings and furnishings,
net of accumulated depreciation
of $1,606,780 and $1,561,855 4,183,014 4,221,642
4,863,014 4,901,642
Cash and cash equivalents 362,534 170,920
Marketable debt securities - 168,798
Insurance receivable - 170,000
Other assets 83,767 72,288
$5,309,315 $5,483,648
Liabilities and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 40,644 $ 19,990
Accrued litigation reserve - 170,000
Tenant security deposits 34,542 36,751
Mortgage on real estate 1,179,006 1,185,451
Total liabilities 1,254,192 1,412,192
Partners' Capital:
General partner 29,307 28,124
Limited partners 4,025,816 4,043,332
Total partners' capital 4,055,123 4,071,456
$5,309,315 $5,483,648
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Three Months Ended March 31,
1997 1996
(unaudited) (unaudited)
Revenues:
Rental income $286,921 $267,523
Interest and other 2,384 7,260
289,305 274,783
Expenses:
Operating 176,687 140,727
General and administrative 8,049 10,279
Depreciation and amortization 47,235 44,925
Interest 23,667 30,615
255,638 226,546
Net income $ 33,667 $ 48,237
Net income allocable to:
General partner $ 1,683 $ 2,412
Limited partners $ 31,984 $ 45,825
Earnings per limited partnership
unit (based on an average
22,309 limited partnership
units each period):
Net income $ 1.43 $ 2.05
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE PERIOD FROM DECEMBER 31, 1995 TO MARCH 31, 1997
Limited General
Partners Partner Combined
Balance at December 31, 1995 $4,105,948 $ 22,998 $4,128,946
Distributions ($8.88 per avg
limited partnership unit) ( 198,001) ( 2,000) ( 200,001)
Net income 135,385 7,126 142,511
Balance at December 31, 1996 4,043,332 28,124 4,071,456
Distributions ($2.22 per avg
limited partnership unit) ( 49,500) ( 500) ( 50,000)
Net income 31,984 1,683 33,667
Balance at March 31, 1997
(unaudited) $4,025,816 $ 29,307 $4,055,123
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
1997 1996
(unaudited) (unaudited)
Operating activities:
Net income $ 33,667 $ 48,237
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 47,235 44,925
Changes in assets and
liabilities:
Insurance receivable 170,000 -
Other assets (13,789) (23,194)
Accounts payable and
accrued expenses 20,654 (25,762)
Tenant security deposits (2,209) 5,112
Accrued litigation reserve (170,000) -
Total adjustments 51,891 1,081
Net cash provided by
operating activities 85,558 49,318
Investing activities:
Capital additions (6,297) -
Maturity of debt securities 168,798 199,386
Net cash provided by
investing activities 162,501 199,386
(continued on next page)
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS -- continued
Three Months Ended March 31,
1997 1996
(unaudited) (unaudited)
Financing activities:
Principal payments on mortgages (6,445) (19,249)
Distributions to partners (50,000) (50,000)
Net cash used in financing
activities (56,445) (69,249)
Net increase in cash
and cash equivalents 191,614 179,455
Cash and cash equivalents:
Beginning of period 170,920 251,812
End of period $ 362,534 $ 431,267
Supplemental disclosures
of cash flow information:
Cash paid during the period for
interest $ 23,667 $ 30,712
See Notes to Financial Statements.
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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 multi-family residential properties in
the Southeastern United States 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 - Basis of Presentation
The accompanying financial statements are unaudited
and have been prepared in accordance with generally
accepted accounting principles for interim financial
information and with the instructions to the Quarterly
Report on Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the
information and footnotes required by generally
accepted accounting principles for complete financial
statements. These financial statements should be read
in conjunction with the financial statements and notes
thereto included in the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
These financial statements reflect, in the opinion of
management, all adjustments necessary for a fair
presentation of the interim financial statements. All
such adjustments are of a normal and recurring nature.
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of
estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Such estimates primarily
relate to unsettled transactions and events as of the date of the
financial statements. Accordingly, upon settlement, actual
results may differ from estimated amounts.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Allocations and Distributions
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.
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 method over 40 years; furnishings
are depreciated on straight line and declining balance methods
over 10 years; and property improvements are depreciated on a
straight line method over 20 years.
Cash Equivalents
The Partnership considers all short-term highly liquid
instruments with an original maturity of three months or less
when purchased 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.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
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 December 31,
1996, the remaining settlement amount totaled $50,000
and was accrued. The Partnership also accrued an
additional $120,000 for separate pending litigation
of the same nature. These amounts were covered by the
Partnership's insurance and all amounts were settled
subsequent to December 31, 1996.
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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 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, 1997, 92% of the Partnership's total
assets were invested in the Partnership's real
estate portfolio which consisted of Creek Ridge
Apartments and Pleasant Terrace Apartments located in
Knoxville, Tennessee, and Foxwood Apartments located
in Augusta, Georgia.
Results of Operations
The Partnership produced gross rental income of
$286,921 during the three months ended March 31, 1997
compared to gross rental income of $267,523 during the
same period of 1996. Related operating and general and
administrative expenses were $184,736 and $151,006 for
the three months ended March 31, 1997 and 1996,
respectively. Net rental income decreased approximately
12% to $102,185 for the three months ended March 31,
1997 from $116,512 for the same period in 1996 as a
result of increased repairs and maintenance costs.
Depreciation and amortization increased to $47,235 for
the three months ended March 31, 1997 from $44,925 for
the same period in 1996. Interest expense decreased to
$23,667 for the three months ended March 31, 1997 from
$30,615 for the same period in 1996.
The Partnership's properties maintained stable
occupancy during the first three months ended March
31, 1997 at a rate of 91%.
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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 flows provided by operations for
the three months ended March 31, 1997 were $33,667 and
$85,558, respectively, compared with a net income of
$48,237 and operating cash flow of $49,318 during the
same period in 1996.
Liquidity and Capital Resources
Excess funds were invested at money market rates and are
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.
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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
March 15,1997 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.
March 15, 1997 By: Craig D. Caldwell
Craig D. Caldwell, Director of PWPC
March 15, 1997 By: Rand E. McNeal
Rand E. McNeal, Principal Executive
Officer
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 362,534
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,469,794
<DEPRECIATION> 1,606,780
<TOTAL-ASSETS> 5,309,315
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,309,315
<SALES> 0
<TOTAL-REVENUES> 289,305
<CGS> 0
<TOTAL-COSTS> 231,971
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,667
<INCOME-PRETAX> 33,667
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,667
<EPS-PRIMARY> 1.43
<EPS-DILUTED> 1.43
</TABLE>
