<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, 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 June 30, 1997
INTEREST: $250.00 PER UNIT 22,309
<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, 1997 and 3
December 31, 1996
Statements of Income for the six months 4
ended June 30, 1997 and 1996
Statements of Income (Loss) for the three
months ended June 30, 1997 and 1996 5
Statements of Changes in Partners' 6
Capital for the period December 31, 1995
to June 30, 1997
Statements of Cash Flows for the six 7-8
months ended June 30, 1997 and 1996
Notes to Financial Statements 9-11
Item 2. Management's Discussion and Analysis of 12-13
Financial Condition and Results of Operations
PART II OTHER INFORMATION 13
SIGNATURES 14
<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
BALANCE SHEETS
June 30, December 31,
1997 1996
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $680,000
Buildings and furnishings,
net of accumulated depreciation
of $1,668,265 and $1,561,855 4,130,809 4,221,642
4,810,809 4,901,642
Cash and cash equivalents 358,605 170,920
Marketable debt securities - 168,798
Insurance receivable - 170,000
Other assets 101,740 72,288
$ 5,271,154 $5,483,648
Liabilities and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 65,409 $ 19,990
Accrued litigation reserve - 170,000
Tenant security deposits 36,403 36,751
Mortgage on real estate 1,172,431 1,185,451
Total liabilities 1,274,243 1,412,192
Partners' Capital:
General partner 28,397 28,124
Limited partners 3,968,514 4,043,332
Total partners' capital 3,996,911 4,071,456
$ 5,271,154 $5,483,648
See Notes to Financial Statements.
<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Six Months Ended June 30,
1997 1996
(unaudited) (unaudited)
Revenues:
Rental income $ 570,165 $ 532,362
Interest and other 4,668 10,737
574,833 543,099
Expenses:
Operating 359,556 283,815
General and administrative 36,208 21,507
Depreciation and amortization 106,410 89,850
Interest 47,204 61,011
549,378 456,183
Income before extraordinary item 25,455 86,916
Extraordinary item - loss from
early extinguishment of debt - (27,376)
Net income $ 25,455 $ 59,540
Net income allocable to:
General partner $ 1,273 $ 2,977
Limited partners 24,182 56,563
Earnings (loss) per limited
partnership unit (based on
an average 22,309 limited
partnership units each period):
Income before extraordinary
item $ 1.08 $ 3.70
Extraordinary item $ - $ (1.17)
Net income $ 1.08 $ 2.53
See Notes to Financial Statements.
<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF INCOME (LOSS)
Three Months Ended June 30,
1997 1996
(unaudited) (unaudited)
Revenues:
Rental income $ 283,244 $ 264,839
Interest and other 2,284 3,477
285,528 268,316
Expenses:
Operating 182,867 143,088
General and administrative 28,161 11,228
Depreciation and amortization 59,175 44,925
Interest 23,537 30,396
293,740 229,637
Income (loss) before
extraordinary item (8,212) 38,679
Extraordinary item - loss from
early extinguishment of debt - (27,376)
Net income (loss) $ (8,212) $ 11,303
Net income (loss) allocable to:
General partner $ (411) $ 565
Limited partners (7,801) 10,738
Earnings (loss) per limited
partnership unit (based on
an average 22,309 limited
partnership units each period):
Income (loss) before
extraordinary item $ (.35) $ 1.65
Extraordinary item $ - $ (1.17)
Net income (loss) $ (.35) $ .48
See Notes to 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, 1995 TO JUNE 30, 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 ($4.44 per avg
limited partnership unit) (99,000) (1,000) (100,000)
Net income 24,182 1,273 25,455
Balance at June 30, 1997
(unaudited) $ 3,968,514 $ 28,397 $ 3,996,911
See Notes to Financial Statements.
<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
1997 1996
(unaudited) (unaudited)
Operating activities:
Net income $ 25,455 $ 59,540
Adjustments to reconcile net
income to net cash provided
by operating activities:
Extraordinary item - 27,376
Depreciation and amortization 106,410 89,850
Changes in assets and
liabilities:
Insurance receivable 170,000 -
Other assets (29,452) (54,058)
Accounts payable and
accrued expenses 45,419 22,174
Tenant security deposits (348) 3,462
Accrued litigation reserve (170,000) -
Total adjustments 122,029 88,804
Net cash provided by
operating activities 147,484 148,344
Investing activities:
Capital additions (15,577) (16,006)
Maturity of debt securities 168,798 199,386
Purchase of debt securities - (164,119)
Net cash provided by
investing activities 153,221 19,261
(continued on next page)
<PAGE>
PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS -- continued
Six Months Ended June 30,
1997 1996
(unaudited) (unaudited)
Financing activities:
Proceeds from mortgage refinancing,
net of loan fees - 1,144,565
Premiums on early extinguishment
of debt - (27,376)
Principal payments on mortgages (13,020) (1,277,164)
Distributions to partners (100,000) (100,000)
Net cash used in financing
activities (113,020) (259,975)
Net increase(decrease)in cash
and cash equivalents 187,685 (92,370)
Cash and cash equivalents:
Beginning of period 170,920 251,812
End of period $ 358,605 $ 159,442
Supplemental disclosures
of cash flow information:
Cash paid during the period for
interest $ 47,204 $ 63,286
See Notes to 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 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.
<PAGE>
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.
<PAGE>
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.
<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 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, 1997, 91% 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 $283,244
during the three months ended June 30, 1997 compared to
gross rental income of $264,839 during the same period of
1996. Related operating and general and administrative
expenses were $211,028 and $154,316 for the three months
ended June 30, 1997 and 1996, respectively. Net rental
income decreased approximately 35% to $72,216 for the three
months ended June 30, 1997 from $110,523 for the same period
in 1996 as a result of increased floor and wallcover
replacement costs (primarily at Foxwood Apartments), repair
and maintenance costs, and property taxes.
Depreciation and amortization increased to $59,175 for the
three months ended June 30, 1997 from $44,925 for the same
period in 1996. Interest expense decreased to $23,537 for
the three months ended June 30, 1997 from $30,396 for the
same period in 1996 due to the refinancing.
Results for the three months ended June 30, 1996 included an
extraordinary loss in the amount of $27,376 related to the
mortgage debt refinancing and early extinguishment of
existing mortgage debts.
The occupancy rate of the properties during the six months
ended June 30, 1997 was 94%, compared to a rate of 91% for
the same period in 1996. Market rents during the six months
ended June 30, 1997 were level with those for the same
period in 1996.
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 six
months ended June 30, 1997 were $25,455 and $147,484,
respectively, compared with a net income of $59,540 and
operating cash flow of $148,344 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.
<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, 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.
_______________________________________
August 15, 1997 By: Craig D. Caldwell
Craig D. Caldwell, Director ofPWPC
________________________________________
August 15, 1997 By: Rand E. McNeal
Rand E. McNeal, Principal Executive Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 358,605
<SECURITIES> 0
<RECEIVABLES> 00
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,479,074
<DEPRECIATION> 1,668,265
<TOTAL-ASSETS> 5,271,154
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,271,154
<SALES> 0
<TOTAL-REVENUES> 574,833
<CGS> 0
<TOTAL-COSTS> 502,174
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47,204
<INCOME-PRETAX> 25,455
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,455
<EPS-PRIMARY> 1.08
<EPS-DILUTED> 1.08
</TABLE>
