<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, 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 March 31, 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 March 31, 1998 and 3
December 31, 1997
Statements of Income for the three months 4
ended March 31, 1998 and 1997
Statements of Changes in Partners' 5
Capital for the period December 31, 1996
to March 31, 1998
Statements of Cash Flows for the three 6-7
months ended March 31, 1998 and 1997
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
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
BALANCE SHEETS
March 31, December 31,
1998 1997
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $ 680,000
Buildings and furnishings,
net of accumulated depreciation
of $1,771,492 and $1,726,567 4,083,891 4,128,816
4,763,891 4,808,816
Cash 220,990 210,094
Marketable debt securities 175,000 175,000
Other assets 120,501 110,337
$ 5,280,382 $5,304,247
Liabilities and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 96,087 $ 93,122
Tenant security deposits 32,899 34,975
Mortgage on real estate 1,151,898 1,158,879
Total liabilities 1,280,884 1,286,976
Partners' Capital:
General partner 34,726 33,415
Limited partners 3,964,772 3,983,856
Total partners' capital 3,999,498 4,017,271
$ 5,280,382 $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
Three Months Ended March 31,
1998 1997
(unaudited) (unaudited)
Revenues:
Rental income $ 285,373 $ 286,921
Interest 5,816 2,384
291,189 289,305
Expenses:
Operating 178,785 176,687
General and administrative 6,428 8,049
Depreciation and amortization 45,618 47,235
Interest 23,131 23,667
253,962 255,638
Net income $ 37,227 $ 33,667
Net income allocable to:
General partner $ 1,861 $ 1,683
Limited partners $ 35,366 $ 31,984
Earnings per limited
partnership unit (based on
an average 22,309 limited
partnership units each period):
Net income $ 1.58 $ 1.43
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 MARCH 31, 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 ($2.44 per avg
limited partnership unit) (54,450) (550) (55,000)
Net income 35,366 1,861 37,227
Balance at March 31, 1998
(unaudited) $ 3,964,772 $ 34,726 $3,999,498
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,
1998 1997
(unaudited) (unaudited)
Operating activities:
Net income $ 37,227 $ 33,667
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 45,618 47,235
Changes in assets and
liabilities:
Insurance receivable - 170,000
Other assets (10,857) (13,789)
Accounts payable and
accrued expenses 2,965 20,654
Tenant security deposits (2,076) (2,209)
Accrued litigation reserve - (170,000)
Total adjustments 35,650 51,891
Net cash provided by
operating activities 72,877 85,558
Investing activities:
Capital additions - (6,297)
Maturity of debt securities - 168,798
Net cash provided by
investing activities - 162,501
(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,
1998 1997
(unaudited) (unaudited)
Financing activities:
Principal payments on mortgage (6,981) (6,445)
Distributions to partners (55,000) (50,000)
Net cash used in financing
activities (61,981) (56,445)
Net increase 10,896 191,614
Cash:
Beginning of period 210,094 170,920
End of period $ 220,990 $362,534
Supplemental disclosures
of cash flow information:
Cash paid during the period for
interest $ 23,131 $ 23,667
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 March 31, 1998, 90% 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 $285,373
during the three months ended March 31, 1998 compared to
gross rental income of $286,921 during the same period of
1997. Related operating and general and administrative
expenses were $185,213 and $184,736 for the three months
ended March 31, 1998 and 1997, respectively. Net rental
income decreased to $100,160 for the three months ended
March 31, 1998 from $102,185 for the same period in 1997.
Depreciation and amortization was $45,618 for the three
months ended March 31, 1998 compared to $47,235 for the same
period in 1997. Interest expense decreased to $23,131 for
the three months ended March 31, 1998 from $23,667 for the
same period in 1997.
The Partnership's properties maintained stable occupancy
during the first three months ended March 31, 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
three months ended March 31, 1998 were $37,227 and $72,877,
respectively, compared with net income of $33,667 and
operating cash flow of $85,558 during the same period in
1997.
Liquidity and Capital Resources
The Partnership is invested in a government security at
March 31, 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.
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
_____________________________________
May 2, 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.
_______________________________________
May 2, 1998 By: Craig D. Caldwell
Craig D. Caldwell, Director of PWPC
________________________________________
May 2, 1998 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-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 220,990
<SECURITIES> 175,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,535,383
<DEPRECIATION> 1,771,492
<TOTAL-ASSETS> 5,280,382
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,280,382
<SALES> 0
<TOTAL-REVENUES> 291,189
<CGS> 0
<TOTAL-COSTS> 230,831
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,131
<INCOME-PRETAX> 37,227
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,227
<EPS-PRIMARY> 1.58
<EPS-DILUTED> 1.58
</TABLE>
