<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, 1998
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 33762
(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, 1998
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 June 30, 1998 and
December 31, 1997 3
Statements of Income for the six months
ended June 30, 1998 and 1997 4
Statements of Loss for the three months
ended June 30, 1998 and 1997 5
Statements of Changes in Partners'
Capital for the period December 31, 1996
to June 30, 1998 6
Statements of Cash Flows for the six
months ended June 30, 1998 and 1997 7-8
Notes to Financial Statements 9-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations12-13
PART II OTHER INFORMATION 13
SIGNATURES 14
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
BALANCE SHEETS
June 30, December 31,
1998 1997
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $680,000
Buildings and furnishings,
net of accumulated depreciation
of $1,816,417 and $1,726,567 4,038,966 4,128,816
4,718,966 4,808,816
Cash and cash equivalents 195,635 210,094
Marketable debt security 175,000 175,000
Other assets 100,676 110,337
$ 5,190,277 $5,304,247
Liabilities and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 76,572 $ 93,122
Tenant security deposits 36,484 34,975
Mortgage on real estate 1,144,793 1,158,879
Total liabilities 1,257,849 1,286,976
Partners' Capital:
General partner 33,573 33,415
Limited partners 3,898,855 3,983,856
Total partners' capital 3,932,428 4,017,271
$ 5,190,277 $5,304,247
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Six Months Ended June 30,
1998 1997
(unaudited) (unaudited)
Revenues:
Rental income $ 569,934 $570,165
Interest and other 6,582 4,668
576,516 574,833
Expenses:
Operating 383,903 359,556
General and administrative 30,082 36,208
Depreciation and amortization 91,236 106,410
Interest 46,138 47,204
551,359 549,378
Net income $ 25,157 $25,455
Net income allocable to:
General partner $ 1,258 $1,273
Limited partners 23,899 24,182
Earnings per limited
partnership unit (based on
an average 22,309 limited
partnership units each period):
Net income $ 1.07 $1.08
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF LOSS
Three Months Ended June 30,
1998 1997
(unaudited) (unaudited)
Revenues:
Rental income $ 284,561 $ 283,244
Interest and other 766 2,284
285,327 285,528
Expenses:
Operating 205,118 182,867
General and administrative 23,654 28,161
Depreciation and amortization 45,618 59,175
Interest 23,007 23,537
297,397 293,740
Net loss $ (12,070) $ (8,212)
Net loss allocable to:
General partner $ (604) $ (411)
Limited partners (11,466) (7,801)
Loss per limited partnership
unit (based on an average
22,309 limited partnership
units each period):
Net loss $ (.51) $ (.35)
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, 1996 TO JUNE 30, 1998
Limited General
Partners Partner Combined
Balance at December 31, 1996 $4,043,332 $ 28,124 $4,071,456
Distributions ($8.88 per avg
limited partnership unit) (198,001) (2,000) (200,001)
Net income 138,525 7,291 145,816
Balance at December 31, 1997 3,983,856 33,415 4,017,271
Distributions ($4.88 per avg
limited partnership unit) (108,900) (1,100) (110,000)
Net income 23,899 1,258 25,157
Balance at June 30, 1998
(unaudited) $ 3,898,855 $ 33,573 $3,932,428
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
1998 1997
(unaudited) (unaudited)
Operating activities:
Net income $ 25,157 $ 25,455
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 91,236 106,410
Changes in assets and
liabilities:
Insurance receivable - 170,000
Other assets 9,661 (29,452)
Accounts payable and
accrued expenses (16,550) 45,419
Tenant security deposits 123 (348)
Accrued litigation reserve - (170,000)
Total adjustments 84,470 122,029
Net cash provided by
operating activities 109,627 147,484
Investing activities:
Capital additions - (15,577)
Maturity of debt securities - 168,798
Purchase of debt securities - -
Net cash provided by
investing activities - 153,221
(continued on next page)
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS -- continued
Six Months Ended June 30,
1998 1997
(unaudited) (unaudited)
Financing activities:
Principal payments on mortgages (14,086) (13,020)
Distributions to partners (110,000) (100,000)
Net cash used in financing
activities (124,086) (113,020)
Net increase(decrease)in cash
and cash equivalents (14,459) 187,685
Cash and cash equivalents:
Beginning of period 210,094 170,920
End of period $ 195,635 $ 358,605
Supplemental disclosures
of cash flow information:
Cash paid during the period
for interest $ 47,313 $ 42,204
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, 1997. 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.
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)
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, 1998, 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 $284,561
during the three months ended June 30, 1998 compared to
gross rental income of $283,244 during the same period of
1997. Related operating and general and administrative
expenses were $228,772 and $211,028 for the three months
ended June 30, 1998 and 1997, respectively. Net rental
income decreased to $55,789 for the three months ended June
30, 1998 from $72,216 for the same period in 1997 due to an
increase in interior and exterior repairs.
Depreciation and amortization was $45,618 for the three
months ended June 30, 1998 compared to $59,175 for the same
period in 1997. Interest expense decreased to $23,007 for
the three months ended June 30, 1998 from $23,537 for the
same period in 1997.
The Partnership's properties maintained stable occupancy
during the first six months ended June 30, 1998 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 six
months ended June 30, 1998 were $25,157 and $109,627,
respectively, compared with net income of $25,455 and
operating cash flow of $147,484 during the same period in
1997.
Liquidity and Capital Resources
The Partnership is invested in a government security at June
30, 1998, which matures in July, 1998. Cash is invested at
money market rates. These resources are considered adequate
by management to fund the Partnership's activities including
capital improvements scheduled for the Partnership's
properties.
Year 2000
Management has no information that indicates key vendors,
service providers, or customers (tenants) may be unable to
sell to, provide service to, or pay rent because of year
2000 compliance problems.
The Partnership's property manager is assessing its year
2000 compliance issues, however, it is believed that there
is only minimal effect on its mission critical systems.
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
_____________________________________
August 14, 1998 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 14, 1998 By: Craig D. Caldwell
Craig D. Caldwell, Director of PWPC
________________________________________
August 14, 1998 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-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 195,635
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,535,383
<DEPRECIATION> 1,816,417
<TOTAL-ASSETS> 5,190,277
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,190,277
<SALES> 0
<TOTAL-REVENUES> 576,516
<CGS> 0
<TOTAL-COSTS> 505,221
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,138
<INCOME-PRETAX> 25,157
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,157
<EPS-PRIMARY> 1.07
<EPS-DILUTED> 1.07
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