<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 SEPTEMBER 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.
Number of Units
Title of Each Class At September 30, 1998
UNITS OF LIMITED PARTNERSHIP 22,309
INTEREST: $250.00 PER UNIT
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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 September 30, 1998 and 3
December 31, 1997
Statements of Income for the nine months 4
ended September 30, 1998 and 1997
Statements of Income for the three months 5
ended September 30, 1998 and 1997
Statements of Changes in Partners' 6
Capital for the period December 31, 1996
to September 30, 1998
Statements of Cash Flows for the nine 7-8
months ended September 30, 1998 and 1997
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
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
BALANCE SHEETS
September 30, December 31,
1998 1997
(unaudited)
Assets
Investments in real estate:
Land $ 680,000 $ 680,000
Buildings and furnishings,
net of accumulated depreciation
of $1,861,342 and $1,726,567 3,994,041 4,128,816
4,674,041 4,808,816
Cash 168,843 210,094
Marketable debt securities 198,140 175,000
Other assets 113,430 110,337
$5,154,454 $5,304,247
Liabilities and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 71,037 $ 93,122
Tenant security deposits 36,359 34,975
Mortgage on real estate 1,137,258 1,158,879
Total liabilities 1,244,654 1,286,976
Partners' Capital:
General partner 34,641 33,415
Limited partners 3,875,159 3,983,856
Total partners' capital 3,909,800 4,017,271
$5,154,454 $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
Nine Months Ended September 30,
1998 1997
(unaudited) (unaudited)
Revenues:
Rental income $867,014 $845,333
Interest 15,028 8,048
882,042 853,381
Expenses:
Operating 579,416 519,525
General and administrative 41,337 50,715
Depreciation 134,775 145,555
Interest 68,985 70,607
824,513 786,402
Net income $ 57,529 $ 66,979
Net income allocable to:
General partner $ 2,876 $ 3,347
Limited partners $ 54,653 $ 63,630
Earnings per limited partnership
unit (based on an average
22,309 limited partnership
units each period):
Net income $ 2.45 $ 2.85
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 September 30,
1998 1997
(unaudited) (unaudited)
Revenues:
Rental income $297,080 $275,168
Interest 8,446 3,380
305,526 278,548
Expenses:
Operating 195,513 159,969
General and administrative 9,177 14,507
Depreciation 45,617 39,145
Interest 22,847 23,403
273,154 237,024
Net income $ 32,372 $ 41,524
Net income allocable to:
General partner $ 1,619 $ 2,076
Limited partners $ 30,753 $ 39,448
Earnings per limited partnership
unit (based on an average
22,309 limited partnership
units each period):
Net income $ 1.38 $ 1.77
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 September 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 ($7.32 per avg
limited partnership unit) ( 163,350)( 1,650)( 165,000)
Net income 54,653 2,876 57,529
Balance at September 30, 1998
(unaudited) $3,875,159 $ 34,641 $3,909,800
See Notes to Financial Statements.
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
1998 1997
(unaudited) (unaudited)
Operating activities:
Net income $ 57,529 $ 66,979
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 134,775 145,555
Amortization of loan costs 2,078 3,696
Changes in assets and
liabilities:
Insurance receivable - 170,000
Other assets (3,093) (42,820)
Accounts payable and
accrued expenses (22,085) 64,514
Tenant security deposits 1,384 (181)
Accrued litigation reserve - (170,000)
Total adjustments 113,059 170,764
Net cash provided by
operating activities 170,588 237,743
Investing activities:
Capital additions - (24,034)
Purchase of debt securities (200,218) (175,000)
Maturity of debt securities 175,000 168,798
Net cash used in
investing activities (25,218) (30,236)
Financing activities:
Principal payments on mortgages (21,621) (19,729)
Distributions to partners (165,000) (150,000)
Net cash used in financing
activities (186,621) (169,729)
(continued on next page)
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PIONEER WESTERN PROPERTIES INCOME FUND LIMITED PARTNERSHIP
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS -- continued
Nine Months Ended September 30,
1998 1997
(unaudited) (unaudited)
Net decrease in cash (41,251) (37,778)
Cash:
Beginning of period 210,094 170,920
End of period $ 168,843 $ 208,698
Supplemental disclosures of cash flow information:
Cash paid during the period
for interest $ 69,305 $ 70,421
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
interest, 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 September 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
Comparison of the Three Months Ended September 30, 1998 to 1997
and Nine Months Ended September 30, 1998 to 1997
The occupancy rates of the properties during the 3 and 9 months
ended September 30, 1998 compared to 1997 were as follows:
3 Months 9 Months
1998 1997 1998 1997
Foxwood 95.8% 96.2% 94.7% 96.2%
Creek Ridge 97.8% 93.7% 94.2% 93.2%
Pleasant Terrace 94.8% 86.9% 91.3% 88.2%
Market rents during the 3 and 9 months ended September 30, 1998
were level with those for the same periods in 1997.
Operating expenses increased during the 3 and 9 months ended
September 30, 1998 compared to 1997 due to maintenance/repair and
replacement costs.
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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
Liquidity and Capital Resources
Excess funds are invested in a government security which matures
in December 1998. Cash is invested at money market rates. Such
funds are considered adequate by management for the Partnership's
activities including capital improvements.
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
November 16, 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.
November 16, 1998 By: Craig D. Caldwell__________________
Craig D. Caldwell, Director of PWPC
November 16, 1998 By: Rand E. McNeal_____________________________
Rand E. McNeal, Principal Executive Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 168,843
<SECURITIES> 198,140
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,535,383
<DEPRECIATION> 1,861,342
<TOTAL-ASSETS> 5,154,454
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,154,454
<SALES> 0
<TOTAL-REVENUES> 882,042
<CGS> 0
<TOTAL-COSTS> 755,528
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68,985
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,529
<EPS-PRIMARY> 2.45
<EPS-DILUTED> 2.45
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