FOUNDATION REALTY FUND LTD
10-Q, 1996-08-12
REAL ESTATE
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  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, DC  20549

  FORM 10-Q

  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITES EXCHANGE ACT OF 1934

  For Quarter Ended June 30, 1996   Commission File Number  0-17717


  FOUNDATION REALTY FUND, LTD
  (Exact name of Registrant as specified in its charter)


  Florida                                        59-2802896
  (State or other jurisdiction of           (IRS Employer ID No.)
  incorporation or organization)


  880 Carillon Parkway, St. Petersburg, Florida    33716
  (Address of principal executive offices)      (Zip Code)


  Registrant's Telephone Number, Including Area Code - (813) 573-3800


  Indicate by check mark whether the Registrant (1)
  has filed all reports to be filed by Section 13 or
  15(d) of the Securites Exchange Act of 1934 during
  the preceeding 12 months (or 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





  Number of share outstanding of each of Registrant's classes of securites.


  Title of Each Class                       Number of Units
                                            June 30, 1996
  Units of Limited Partnership              9,407
  Interest:  $1,000 per unit


  DOCUMENT INCORPORATION BY REFERENCE
  Part IV - Registration Statement S-11, File No. 33-13849






  FOUNDATION REALTY FUND, LTD.
  (A Florida Limited Partnership)



  INDEX TO FINANCIAL STATEMENTS


  Part I - Financial Information
                                                                Page No.

  Balance Sheets as of June 30, 1996 and December 31, 1995         3


  Statements of Operations -
  For the Six Months Ended June 30, 1996 and 1995                  4

  Statement of Operations -
  For the Three Months Ended June 30, 1996 and 1995                5

  Statements of Partners' Equity -
  For the Six Months Ended June 30, 1996 and 1995                  6

  Statements of Cash Flows -
  For the Six Months Ended June 30, 1996 and 1995                  7

  Notes to Financial Statements                                   8-10

  Management's Discussion and Analysis if Financial
  Condition and Results of Operations                             11-12



<TABLE>
                                      FOUNDATION REALTY FUND, LTD.
                                    (A Florida Limited Partnership)
<CAPTION>

                                            BALANCE SHEET

                                           June 30, 1996  December 31, 1995
                                             (Unaudited)      Audited

  ASSETS

  <S>                                       <C>            <C>                 
                                      
                                                                               
                         
  Aparment Properties, at Cost              $22,156,931    $22,114,145
  Less - Accumulated Depreciation            (5,475,895)    (5,129,893)
                                             16,681,036     16,984,252


  Cash and Cash Equivalents                   1,131,357        978,730
  Prepaid Expenses                               23,098            584

  TOTAL ASSETS                              $17,835,491    $17,963,566



  LIABILITIES AND PARTNERS' EQUITY


  Liabilites:

  Notes Payable                              $16,944,511    $16,700,035
  Accounts Payable                               172,651         49,992
  Security Deposits                               95,930         95,630
  Unearned Rent                                   14,597         26,735

  TOTAL LIABILITIES                           17,227,689     16,872,322


  Partner's Equity
  Limited Partners' Equity (9,407 units
  outstanding @ June 30, 1996 and
  December 31, 1995                               812,902      1,272,172
 

  General Partner's Equity                       (205,100)      (180,928)


  TOTAL PARTNERS' EQUITY                          607,802      1,091,244


  TOTAL LIABILITES AND PARTNERS' EQUITY       $17,835,491    $17,963,566


</TABLE>












<TABLE>

                                    FOUNDATION REALTY FUND, LTD.
<CAPTION>                         (A Florida Limited Partnership)

                                     STATEMENT OF OPERATIONS
                                         (Unaudited)

                                  FOR THE SIX MONTHS ENDED JUNE 30

  <S>                                   1996                         1995
  Property Operations :               <C>                         <C>          
 
  Rental Income                     $1,677,225                  $1,633,716
  Miscellaneous                         54,482                      51,211
                                     1,731,707                   1,684,927


  Expenses:
  Depreciation                         346,002                     346,000
  Payroll                              162,891                     139,932
  Real Estate Taxes                    140,508                     139,360
  Utilities                             96,243                     111,806
  Repairs & Maintenance                126,569                     141,055
  Property Management - General Partner 88,389                      84,679
  Landscaping                           42,782                      43,975
  Other                                 51,822                      50,160
                                     1,055,206                   1,056,967


  Income from Property Operations      676,501                     627,960
  Interest Income                       23,197                      23,290
                                       699,698                     651,250

  Other Exenses:
  Interest                             786,772                     765,211
  General & Administrative - Affiliate   2,710                       1,910
  Other General & Administrative         3,812                      11,091
                                       793,294                     778,212

  Net Loss                            $(93,596)                  $(126,962)

  Allocation of Net Loss -
  Limited Partners                    $(88,916)                  $(120,614)
  General Partners                      (4,680)                     (6,348)
                                      $(93,596)                  $(126,962)

  Net Loss Per Limited Partnership Unit$ (9.45)                   $ (12.82)

  Number of Limited Partnership Units     9,407                       9,407

</TABLE>


<TABLE>
                        FOUNDATION REALTY FUND, LTD.
<CAPTION>              (a Florida Limited Partnership)   

                          STATEMENT OF OPERATIONS
                               (Unaudited)

                      FOR THE THREE MONTHS ENDED JUNE 30



  <S>                                     1996               1995              
                       
  Property Operations:                   <C>                <C>
   Rental Income                        $821,656           $804,519
   Miscellaneous                          26,195             27,330
                                         847,851            831,849

  Expenses:
   Depreciation                          171,002            173,000
   Payroll                                86,784             72,579
   Real Estate Taxes                      71,454             71,622
   Utilities                              48,919             59,848
   Repairs and Maintenance                75,702             87,697
   Property Management - General Partner  43,498             42,077
   Landscaping                            17,744             23,489
   Other                                  27,673             26,348
                                         542,776            556,660

  Income from Property Operations        305,075            275,189
  Interest Income                         11,842             12,776
                                         316,917            287,965
  
  Other Expenses:
   Interest                              394,797            383,872
   General and Administrative -Affiliate   2,050              1,700
   Other General and Administrative        2,859              9,869
                                         399,706            395,441

  Net Loss                              $(82,789)         $(107,476) 

  Allocation of Net Loss-
   Limited Partners                     $(78,649)         $(102,102)  
   General Partners                       (4,140)            (5,374)
                                        $(82,789)         $(107,476)



  Net Loss Per Limited Partnership Unit $  (8.36)        $   (10.85)

  Number of Limited Partnership Units      9,407              9,407 

</TABLE>


<TABLE>

                                     FOUNDATION REALTY FUND, LTD.
                                   (A Florida Limited Partnership)
<CAPTION>
                                     STATEMENT OF PARTNERS' EQUITY
                                          (Unaudited)

                         FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995

                                Limited        General             Total
                               Partners'      Partners'          Partners'
                                 Equity         Equity             Equity
  <S>                         <C>             <C>                <C>        
  Balance, December 31, 1994  $ 2,165,476     $ (133,913)        $ 2,031,563

  Distribution to Partners       (358,689)       (18,873)           (377,562)

  Net Loss                       (120,614)        (6,348)           (126,962)

  Balance, June 30, 1995      $ 1,686,173     $ (159,134)        $ 1,527,039


  Balance, December 31, 1995  $ 1,272,172     $ (180,928)        $ 1,091,244

  Distribution to Partners       (370,354)       (19,492)           (389,846)

  Net Loss                        (88,916)        (4,680)            (93,596)

  Balance, June 30, 1996      $   812,902     $ (205,100)        $   607,802


</TABLE>



<TABLE>

                                       FOUNDATION REALTY FUND, LTD.
<CAPTION>                            (A Florida Limited Partnership)

                                         STATEMENT OF CASH FLOWS

                           FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                            (Unaudited)


  <S>                                               1996              1995
  Net Cash Provided by Operating Activities:    <C>               <C>          
   
  Net Loss                                      $  (93,596)       $ (126,962)
  Adjustments to Reconcile Net Loss to Net Cash
  Provided by Operating Activities
  Depreciation:                                     346,002          346,000
  Changes in Operating Assets and Liabilities:
  (Increase) in Prepaids                            (22,514)         (20,465)
  Increase in Accounts Payable                      122,729          143,930
  Increase (Decrease) in Security Deposits              300            2,080
  Increase (Decrease) in Unearned Rents             (12,138)          21,407

  Net Cash Provided by Operating Activities         340,783          365,990

  Cash Flows from Investing Activities:
  Improvements to Apartment Properties              (42,786)         (32,214)

  Net Cash Used in Investing Activities             (42,786)         (32,214)


  Cash Flows from Financing Activities:
  Proceeds from Notes Payable                       262,321          239,229
  Payments from Notes Payable                       (17,845)         (16,314)
  Distributions to Partners                        (389,846)        (377,562)

  Net Cash used by Financing Activities            (145,370)        (154,647)

  Increase (Decrease) in Cash                       152,627          179,129
  Cash and Cash Equivalents at Beginning of period  978,730          828,960
  Cash and Cash Equivalents at End of period      1,131,357        1,008,089

  Supplemental Cash Flow Information:
  Interest Paid                                  $  524,451       $  525,982

  Supplemental Disclosure of Non-Cash
  Financing Activities:
  Deferred Interest on Mortgage Note Payable        262,321          239,229


</TABLE>









  FOUNDATION REALTY FUND, LTD
  A Florida Limited Partnership)

  NOTES TO FINANCIAL STATEMENTS (Unaudited)

  NOTE 1 - ORGANIZATION

  Foundation Realty Fund, Ltd., (the "Partnership"), a Florida Limited
  Partnership, was formed April 14, 1987 under the laws of Florida.
  Operations commenced on January 12, 1988.  The Partnership operates
  two apartment properties.  The Partnership will terminate on
  December 31, 2020, or sooner, in accordance with the terms of the
  Limited Partnership Agreement.  The Partnership has received Limited
  and General Partner capital contributions of $9,407,000 and $1,000
  respectively.  J. Robert Love, an individual, and RJ Properties,
  Inc., a majority-owned subsidiary of Raymond James Financial, Inc.
  are the General Partners and they manage and control the business of
  the Partnership.

  Operating profits and losses are allocated 95% to the Limited Part-
  ners and 5% to the General Partners.  Cash from operations will be
  shared 95% by the Limited Partners and 5% by the General Partners;
  however, distributions to the General Partners are subordinated to
  certain preferred returns to the Limited Partners.  Profit or loss
  and cash distributions from sales of property will be allocated as
  formulated in the Limited Partnership Agreement.

  NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

  Basis of Accounting

  The Partnership utilizes the accrual basis of accounting whereby
  revenues are recongized when earned and expenses are recognized as
  obligations are incurred.

  Cash and Cash Equivalents

  It is the Partnership's policy to include short-term investments
  with an original maturity of three months or less in Cash and Cash
  Equivalents.  These short-term investments are comprised of money
  market funds, and repurchase agreements.

  Restricted Cash

  Cash and Cash Equivalents include $132,942 at June 30, 1996 and
  $46,756 at December 31, 1995 of cash held in escrow for the payment
  of real estate taxes.  Cash and Cash Equivalents also include
  $95,930 at June 30, 1996 and $95,630 at December 31, 1995 of tenant
  security deposits held in an escrow account.

  Income Taxes

  No provisions for income taxes has been made in these financial
  statements, as income taxes are a liability of the partners rather
  than of the Partnership.











  Depreciation

  The apartment buildings are being depreciated over 35 years using
  the straight-line method.  Furniture and fixtures are being depreci-
  ated over 8 years using the straight-line method.

  NOTE 3 - COMPENSATION, REIMBURSEMENTS AND ACCRUALS TO THE GENERAL
  PARTNERS AND AFFILIATES:

  The General Partners and affiliates are entitled to the following
  types of compensation and reimbursment for costs and expenses
  incured for the Partnership for the six months ended June 30, 1996.

  Property Management Fees                           $   88,389
  General and Administrative Costs                        2,710

  NOTE 4 - LEASES AND APARTMENT PROPERTIES:

  The Partnership owns apartment complexes leased to residents under
  short term operating leases.  A summary of the apartment properties
  is as follows:

                                 June 30,           December 31
                                   1996                1995

  Land                            3,141,510           3,141,510
  Buildings                      17,298,118          17,298,118
  Furniture & Fixtures            1,717,303           1,674,517
  Apartment Properties, at Cost  22,156,931          22,114,145
  Less: Accumulated Depreciation (5,475,895)         (5,129,893)
                                 16,681,036          16,984,252

  NOTE 5 - NOTES PAYABLE

  The notes payable are secured by the apartment properties.

  NOTE 6 - BASIS OF PREPARATION:

  The unaudited financial statements presented herein have been pre-
  pared in accordance with the instructions to Form 10-Q and do not
  include all of the information and note disclosures required by
  generally accepted accounting principals.  These statements should
  be read in conjuction with the financial statements and notes thereto
  included in the Partnership's Form 10-K for the year ended December
  31, 1995.  In the opinion of management, such financial statements
  include all adjustments, consisting only of normal recurring adjust-
  ments, necessary to summarize fairly the Partnership's financial
  position and results of operations.  The results of operations for
  the periods may not be indicative of the result to be expected for
  the year.

  NOTE 7 - SUBSEQUENT EVENT:

  On July 31, 1996, the Partnership paid distributions of $188,140
  to the Limited Partners and $9,902 to the General Partners.










  FOUNDATION REALTY FUND, LTD.
  (A Florida LImited Partnership)

  Management's Discussion and Analysis of Financial Condition and
  Results of Operations

  Rental income for the six months ended June 30, 1996 was
  $1,677,225 as compared to $1,633,716 for the comparable period ended
  June 30, 1995.  Income from property operations for the six months
  ended June 30, 1996 was $636,501 as compared to $627,960 for the
  comparable period ended June 30, 1995.  The increase in rental
  income was a result of higher rental rates being in effect in 1996
  Operating payroll cost increased $22,959 or 16% during the six
  month period ended June 30, 1996 when compared to the six month
  period ended June 30, 1995. An employee for a newly created position
  was hired by the Oakwood Village Apartments in mid-1995. In addition,
  incentive compensation increased approximately $1,150 at the Oakwood
  Village Apartments and annual payroll increases of between 2%-3%
  were implemented at both apartment communities.

  Interest income changed from $23,290 for the six months ended
  June 30, 1995 to $23,197 for the comparable period in 1996.  There was
  little change in the investment balance and rate of interest earnings
  during the period. 

  Interest expense increased from $765,211 for the six months ended June
  30, 1995 to $786,772 for the six months ended June 30, 1996.
  This increase in interest expense is a result of increases to the
  principal loan balance.  The loan balance increases because interest
  accrues and is added to the loan balance for the Oakwood Village
  First Purchase Money Mortgage.

  Net loss for the six months ended June 30, 1996 was $93,596 or
  $9.45 per Limited Partnership Unit outstanding as compared to a
  loss of $126,962 or $12.82 per Limited Partnership Unit for the compar-
  able period ended June 30, 1995.

  Liquidity and Capital Resources

  In management's opinion, working capital reserves and liquidity are
  sufficient to meet the short-term operating needs of the Partnership.
  Long-term capital resources will be necessary to cover the mortgage
  balloon payments of $8,779,077 in 1997 and $8,825,000 in 1998. In
  management's opinion, proposed sources of funding to meet these long-
  term obligations will include either a debt refinancing or property
  sale.

  Cash provided by operating activities decreased by $25,207 for the
  six month period ended June 30, 1996 as compared to the six month
  period ended June 30, 1995.  The change resulted from a decrease in
  unearned rents of $33,545 which was completely offset by a lower net
  operating loss of $33,366 for the comparable six month period. The
  final significant change was a decrease in the accounts payable
  increase of $21,201 for the six months ending June 30, 1996 verse the
  six months ending June 30, 1995.

  Cash used by investing activities totaled $32,214 at June 30, 1995 as
  compared to $42,786 at June 30, 1996. The $10,572 increase for the six
  month period ended June 30, 1996 is solely attributable to the in-
  cease in the number of carpets replaced in the apartment units of both
  apartment communities.


  Cash used by financing activities decreased by $9,277 from the six
  month period ended June 30, 1996 when compared to the six month
  period ended June 30, 1995.  An increase in the Oakwood Village
  purchase money first mortgage interest accrual of $23,092 for the
  period offset both an increase in partner distributions of $12,284 and
  principal payments on the Oakwood Village purchase money record
  mortgage of $1,531 to account for this change.




 SIGNATURES


 Pursuant to the requirements of the Securities and Exchange Act of 1934,
 the report has been signed by the following persons on behalf of the
 Registrant and in the capacities and on the date indicated.

 FOUNDATION REALTY FUND, LTD.
 A Florida Limited Partnership

 By: RJ PROPERTIES, INC. a General Partner




   8/10/96                 J. Robert Love - President
    Date                    (Signature)

   8/10/96                 Alan G. Lee - Assitant Secretary
    Date                    (Signature)





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                      $1,131,357
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            $1,154,455
<PP&E>                                     $22,156,931
<DEPRECIATION>                              $5,475,895
<TOTAL-ASSETS>                             $17,835,491
<CURRENT-LIABILITIES>                         $283,178
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                    $607,802
<TOTAL-LIABILITY-AND-EQUITY>               $17,835,491
<SALES>                                              0
<TOTAL-REVENUES>                            $1,754,904
<CGS>                                                0
<TOTAL-COSTS>                               $1,055,206
<OTHER-EXPENSES>                                $6,522
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            $786,772
<INCOME-PRETAX>                              ($93,596)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          ($93,596)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 ($93,596)
<EPS-PRIMARY>                                  $(9.45)
<EPS-DILUTED>                                  $(9.45)
        

</TABLE>


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