<TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Year Ended December 31, 1997 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference by Part III of this Form 10-K or any
amendment to this Form 10-K.
XX
Indicate by check mark whether the Registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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
December 31, 1997
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)
PART I
Item 1. Business
General Development of Business -
The Registrant is a Florida Limited Partnership ("Partnership") whose
General Partners are RJ Properties, Inc. ("RJP"), a majority-owned
subsidiary of Raymond James Financial, Inc., and J. Robert Love, an
individual (collectively, the "General Partners"). The Partnership was
formed under the laws of Florida and commenced operations
on January 12, 1988.
Financial Information about Industry Segments -
The Registrant is engaged in only one industry segment, the acquisition,
management and disposition of apartment properties.
Narrative Description of Business -
The Partnership's business is to acquire, manage, and eventually sell
apartment properties which offer the potential for providing periodic,
cash distributions to Limited Partners, capital appreciation, and
preservation and protection of the Limited Partners' Capital Contributions.
The Registrant has no direct employees. The General Partners have full
and exclusive discretion in management and control of the Partnership.
Item 2. Properties
As of December 31, 1997, the Partnership owned the properties listed below:
Purchase Current
Property Name and Location Date Cost
Oakwood Village Apartments
Atlanta, Georgia 1/22/88 $ 9,311,357
Springfield Apartments
Durham, North Carolina 9/22/88 $12,987,738
A summary of the apartment properties is as follows:
December 31, December 31,
1997 1996
Land $ 3,141,510 $ 3,141,510
Buildings 17,298,118 17,298,118
Furniture & Fixtures 1,859,467 1,770,273
Apartment Properties, at Cost 22,299,095 22,209,901
Less: Accumulated Depreciation (6,304,794) (5,759,354)
$15,994,301 $16,450,547
Item 3. Legal Proceedings
The Registrant is not a party to material pending legal proceedings.
Item 4. Submission of Matters to Vote of Security Holders
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise during 1997.
PART II
Item 5. Market for the Registrant's Securities and Related Security
Holder Matters
(A) The Registrant's Limited Partnership interests are not publicly
traded. There is no market for the Registrant's Limited Partnership
interests and it is unlikely that any will develop.
(B) Approximate Number of Equity Security Holders:
Number of Record Holders
Title of Class as of December 31, 1997
Units of Limited Partnership Interest 731
General Partner Interest 2
<CAPTION>
Item 6. Selected Financial Data
<S> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993
Total Revenues $ 3,653,810 $ 3,541,450 $ 3,485,761 $ 3,285,708 $ 3,084,619
Net Loss (296,253) (150,117) (179,145) (273,540) (274,484)
Total Assets 17,257,323 17,530,937 17,963,566 18,443,434 19,126,797
Notes Payable 17,898,206 17,196,565 16,700,035 16,278,673 15,864,980
Distributions to
Limited Partners
Per Partnership
Unit** $ 67.50 $ 79.37 $ 76.87 $ 70.63 $ 67.50
Loss Per $1,000
Limited Partners
Unit Outstanding $ (29.92) $ (15.16) $ (18.09) $ (27.62) $ (27.72)
Occupancy % 94.7% 94.9% 95.4% 96.0% 94.4%
Revenue per
Sq. Ft. $ 8.78 $ 8.51 $ 8.37 $ 7.89 $ 7.41
</TABLE>
** For an investor admitted in January, 1988. None of the distribution
to Limited Partners represents a return of capital.
The above selected financial data should be read in conjunction with the
financial statements related notes appearing elsewhere in this report.
This statement is not covered by the auditor's opinion included elsewhere
in this report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Rental income for the twelve months ended December 31, 1997 was $3,524,105
as compared to $3,400,522 and $3,341,405 for the comparable periods ended
December 31, 1996 and December 31, 1995, respectively. Income from
property operations for the twelve months ended December 31, 1997 was
$1,441,200 as compared to $1,402,132 and $1,267,198 for the comparable
periods ended December 31, 1996 and December 31, 1995. The increase in
income from property operations was a result of the implementation of
several rental rate increases over the past two years which offset a slight
decrease in the occupancy rate. Depreciation expense decreased 13.3% or
$84,021 from 1996 to 1997. This decrease is a result of the appliance and
equipment fixed assets purchased in 1988 and 1989 have reached their maximum
depreciable lives. Utility expenses decreased by 13.2% or $31,483 from
1995 to 1996. This decrease is attributable to a water utility credit
received in early 1996 from the city of Durham, North Carolina for
an overbilling to the Springfield Apartments in 1995. Repairs and
maintenance expense increased 34.8% or $94,973 from 1996 to 1997. This
increase was primarily caused by the repainting of the apartment buildings
and clubhouse at the Springfield Apartments at a cost of $78,593 and $8,305
of exterior building repairs at the Oakwood Village Apartments. The
increase in other operating cost of $23,030 from 1996 to 1997 is primarily
attributable to the higher costs and increased volume of advertising and
promotions at both properties.
A small parcel of Oakwood Village land was sold during 1995 to DeKalb
County for a road widening project. The land, which sold for $72,795
and had a cost basis of $6,853, netted a $65,942 extraordinary gain for
the Partnership.
Interest expense increased from $1,540,953 for the twelve months ended
December 31, 1995 to $1,581,264 for the twelve months ended December 31,
1996. This increase in interest expense was a result of increases to
the principal loan balance. The loan balance increased because interest
accrued and was added to the loan balance for the Oakwood Village First
Purchase Money Mortgage. In addition, the Springfield Purchase Money First
Mortgage was paid off in 1997 and a prepayment penalty of $176,500 was
incurred. This increase was offset by lower monthly interest payments
that resulted as the two properties original debt was replaced by more
traditional amortizing debt.
Net loss for the twelve months ended December 31, 1997 was $296,253 or
$29.92 per Limited Partnership Unit outstanding as compared to a loss of
$150,117 or $15.16 per Limited Partnership Unit for the comparable period
ended December 31, 1996 and $170,145 or $18.09 per Limited Partnership
Unit for the comparable period ended December 31, 1995. The primary source
of funds in 1998 will accumulate from rental operations and investment
earnings.
Cash distributions of $634,973, $746,634, and $723,116 were paid to limited
partners and cash distributions of $29,706, $39,296, and $38,058 were paid
to the general partners in 1997, 1996, and 1995 respectively.
Liquidity and Capital Resources
In management's opinion, working capital reserves and liquidity are
sufficient to meet the short-term operating need of the Partnership.
A debt refinancing on both the Oakwood Village Apartments and the
Springfield Apartments provided the long-term capital resources necessary
to cover the mortgage balloon payments.
Cash provided by operating activities decreased by $311,513 from 1996 to
1997. This decrease resulted from a larger net loss in 1997 compared to
1996 and a decrease
in non-cash expenses including depreciation and deferred interest. The
depreciation decrease as described above was caused by the "retirement"
of fully depreciated assets purchased in 1988 and 1989. The decrease in
deferred interest was a result of the debt refinancing on the Oakwood
Village loan on October 2, 1997. Cash provided by operating activities
increased by $27,880 from 1995 to 1996. The increase resulted primarily
from a smaller net loss in 1996 compared to 1995 and an
increase in unearned rents from 1995 to 1996 which offset cash used
to reduce accounts payable and pay the 1997 insurance premiums.
Cash used by investing activities totaled $95,756 for 1996 as compared
to $1,835 for 1995. Fixed asset additions totaled $95,756 and $74,630 for
1996 and 1995 respectively. A small parcel of Oakwood Village Apartments
land was sold for $72,795 during 1995 to DeKalb County for a road widening
project. The sale proceeds of the land parcel decreased cash used by
investing activities.
Cash used by financing activities totaled $695,918 for 1997 as compared to
$822,438 for 1996. This decline was primarily caused by a reduction of
$121,251 in partner distributions from 1996 to 1997 and secondarily by the
debt refinancing and related costs of replacing the original Oakwood
Village and Springfield mortgages. An increase in payments of notes
payable in 1995 is the reason for the decrease in cash used by financing
activities. $35,000 of the Oakwood Village land sale proceeds discussed
above was used to make a principal paydown on the Oakwood Village purchase
money first mortgage in 1995.
Item 8. Financial Statements and Supplementary Data
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
Part I - Financial Information
Page No.
Independent Auditor's Report 7
Balance Sheets as of December 31, 1997
and December 31, 1996 8
Statements of Operations -
For the Years Ended December 31, 1997,
1996 and 1995 9
Statements of Partners' Equity -
For the Years Ended December 31, 1997,
1996 and 1995 10
Statements of Cash Flows -
For the Years Ended December 31, 1997
1996 and 1995 11
Notes to Financial Statements 12-15
Financial Statement Schedules:
Schedule V - Land, Buildings and Equipment 20
Schedule VI - Accumulated Depreciation of
Buildings and Equipment 20
All other schedules have been omitted as not required, not applicable,
or the information required to be shown therein is included in the
financial statements and related notes.
<AUDIT-REPORT>
To the Partners of Foundation Realty Fund, Ltd.
We have audited the accompanying balance sheets of Foundation Realty
Fund, Ltd. (a Florida Limited Partnership) as of December 31, 1997 and
1996, and the related statements of operations, partners' equity (deficit)
and cash flows for each of the three years in the period ended
December 31, 1997. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion
of these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Foundation
Realty Fund, Ltd. as of December 31, 1997 and 1996 and the results
of its operations and its cash flows for each of the three years
in the period ended December 31, 1997 in conformity with generally
accepted accounting principles.
SPENCE,MARSTON,BUNCH,MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
March 18, 1998
</AUDIT-REPORT>
<TABLE>
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
<CAPTION>
BALANCE SHEET
December 31, 1997 December 31, 1996
ASSETS
<S> <C> <C>
Apartment Properties, at Cost $22,299,095 $22,209,901
Less - Accumulated Depreciation (6,304,794) (5,759,354)
15,994,301 16,450,547
Cash and Cash Equivalents 981,983 1,069,572
Prepaid Expenses 549 10,818
Deferred Loan Cost (Net of Accumulated
Amortization of $10,389) 280,490 0
TOTAL ASSETS $17,257,323 $17,530,937
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Notes Payable $17,898,206 $17,196,565
Accounts Payable 49,114 29,541
Security Deposits 89,601 93,797
Unearned Rent 26,137 55,837
TOTAL LIABILITIES 18,063,058 17,375,740
Partners' Equity (Deficit):
Limited Partners' Equity (Deficit) (9,407 units
outstanding @ December 31, 1997 and
December 31, 1996 (533,486) 382,927
General Partners' Equity (Deficit) (272,249) (227,730)
TOTAL PARTNERS' EQUITY (DEFICIT) (805,735) 155,197
TOTAL LIABILITIES AND PARTNERS'
EQUITY (DEFICIT) $17,257,323 $17,530,937
</TABLE>
<TABLE>
FOUNDATION REALTY FUND, LTD.
<CAPTION> (A Florida Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
1997 1996 1995
<S> <C> <C> <C>
Property Operations:
Rental Income $3,524,105 $3,400,522 $3,341,405
Miscellaneous 87,747 95,477 97,826
3,611,852 3,495,999 3,439,231
Expenses:
Depreciation & Amortization 555,829 629,461 697,418
Payroll 347,319 327,101 302,968
Real Estate Taxes 293,574 287,944 293,037
Utilities 216,738 207,051 238,534
Repairs & Maintenance 367,929 272,956 278,965
Property Management -
General Partner 179,576 173,690 171,294
Landscaping 85,865 84,483 85,111
Other 134,211 111,181 104,706
General and Administrative -
Affiliate 2,304 3,970 2,740
Other General and
Administrative 11,773 12,466 15,122
2,195,118 2,110,303 2,189,895
Income from Property
Operations 1,416,734 1,385,696 1,249,336
Interest Income 41,958 45,451 46,530
1,458,692 1,431,147 1,295,866
Other Expenses:
Interest 1,578,445 1,581,264 1,540,953
Net Loss before
Extraordinary Items (119,753) (150,117) (245,087)
Extraordinary Items -
Gain on Sale of Land -0- -0- 65,942
Early Extinguishment of Debt (176,500) -0- -0-
Net Loss $ (296,253) (150,117) $ (179,145)
Allocation of Net Loss -
Limited Partners $ (281,440) (142,611) $ (170,188)
General Partners (14,813) (7,506) (8,957)
$ (296,253) (150,117) $ (179,145)
Net Loss Per Limited
Partnership Unit $ (29.92) (15.16) $ (18.09)
Number of Limited
Partnership Units 9,407 9,407 9,407
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
<CAPTION>
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Limited General Total
Partners' Partners' Partners'
Equity Equity Equity
(Deficit) (Deficit) (Deficit)
<S> <C> <C> <C>
Balance, December 31, 1994 $2,165,476 $ (133,913) $2,031,563
Distribution to Partners (723,116) (38,058) (761,174)
Net Loss (170,188) (8,957) (179,145)
Balance, December 31, 1995 1,272,172 (180,928) 1,091,244
Distribution to Partners (746,634) (39,296) (785,930)
Net Loss (142,611) (7,506) (150.117)
Balance, December 31, 1996 382,927 (227,730) 155,197
Distribution to Partners (634,973) (29,706) (664,679)
Net Loss (281,440) (14,813) (296,253)
Balance, December 31, 1997 $(533,486) $(272,249) $(805,735)
</TABLE>
<TABLE>
FOUNDATION REALTY FUND, LTD.
<CAPTION> (A Florida Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
1997 1996 1995
<S> <C> <C> <C>
Net Cash Provided by
Operating Activities:
Net Loss $ (296,253) $(150,117) $ (179,145)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by Operating
Activities:
Depreciation & Amortization 555,829 629,461 697,418
Deferred Interest on
Notes Payable 442,001 533,038 489,739
Extraordinary Gain on
Sale of Land -0- -0- (65,942)
Changes in Operating
Assets and Liabilities:
(Increase) Decrease
in Prepaid Expense 10,269 (10,234) (3)
Increase (Decrease)
in Accounts Payable 19,573 (20,381) 23,374
Increase (Decrease)
in Unearned Rents (29,700) 29,102 17,394
Increase (Decrease)
in Security Deposits (4,196) (1,833) (1,679)
Net Cash Provided
by Operating Activities 697,523 1,009,036 981,156
Net Cash Flows from Investing
Activities:
Proceeds from the Sale
of Land -0- -0- 72,795
Improvements to Apartment
Properties (89,194) (95,756) (74,630)
Net Cash Used in Investing
Activities (89,194) (95,756) (1,835)
Net Cash Flows from Financing
Activities:
Cost to Obtain New Loan (290,879) -0- -0-
Distributions to Partners (664,679) (785,930) (761,174)
Proceeds from Notes Payable 17,924,000 -0- -0-
Payments of Notes Payable (17,664,360) (36,508) (68,377)
Net Cash Used by Financing
Activities (695,918) (822,438) (829,551)
Increase (Decrease) in Cash (87,589) 90,842 149,770
Cash at Beginning of Year 1,069,572 978,730 828,960
Cash at End of Year $ 981,983 $1,069,572 $978,730
Supplemental Cash Flow Information:
Interest Paid $1,136,044 $1,048,083 $1,051,214
Deferred Interest Paid $3,895,048 $-0- $-0-
Supplemental Disclosure of Non-Cash
Financing Activities:
Deferred Interest on Mortgage
Note Payable $ 442,001 $533,038 $489,739
</TABLE>
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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 manage
and control the business of the Partnership.
Operating profits and losses are allocated 95% to the limited partners 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 and loss and cash distributions from sales
of properties 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 recognized 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 $243,556 at December 31, 1997 and
$108,773 at December 31, 1996 of cash held in escrow for the payment of
real estate taxes and capital replacement items. Cash and cash equivalents
also include $89,601 at
December 31, 1997 and $93,797 at December 31, 1996 of tenant security
deposits held in escrow account.
Income Taxes
No provision for income taxes has been made in these financial statements,
as income taxes are a liability of the partners rather than of the
Partnership.
Concentrations of Credit Risk
Financial instruments which potentially subject the partnership to
concentrations of credit risk consist principally of cash investments
in high credit quality financial institutions.
Depreciation
The apartment buildings are being depreciated over 35 years using the
straight-line method. Furniture and fixtures are being depreciated over
eight years using the straight-line method.
Reclassifications
Certain accounts in the prior year financial statements have been
reclassed for comparison purposes to conform with the presentation
in the current year financial statements.
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that
affect certain reported amounts and disclosures. These estimates are
based on management's knowledge and experience. Accordingly, actual
results could differ from these estimates.
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 reimbursement for costs and expenses incurred for
the Partnership for the years ended December 31:
1997 1996 1995
Property Management Fees $ 179,576 $ 173,690 $ 171,294
General & Administrative Costs 2,304 3,970 2,740
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:
December 31, 1997 December 31, 1996
Land $ 3,141,510 $ 3,141,510
Buildings 17,298,118 17,298,118
Furniture & Fixtures 1,859,467 1,770,273
Apartment Properties at Cost 22,299,095 22,209,901
Less: Accumulated Depreciation (6,304,794) (5,759,354)
$ 15,994,301 $ 16,450,547
NOTE 5 - TAXABLE INCOME:
The Partnership's taxable income differs from financial income primarily
due to depreciation which is recorded under the Modified Accelerated
Cost Recovery System (MACRS). The following is a reconciliation
between net loss as reported and partnership loss for tax purposes:
1997 1996 1995
Net loss per financial statements $296,253 $150,117 $179,145
Tax depreciation in excess of
financial depreciation 137,773 45,473 20,228
Partnership loss for tax purposes $434,026 $195,590 $199,373
NOTE 6 - NOTES PAYABLE:
The notes payable at December 31, 1997 and 1996 consist of the following:
1997 1996
Oakwood Village
Purchase money first mortgage, interest accrued
monthly at 9.25% and was added to principal.
Final payment of $6,495,048 was paid October 2,
1997. Refinanced in October 1997 with a first
mortgage note of $7,424,000. The note, which has
an interest rate of 7.67%, is payable in monthly
installments including principal and interest of
$52,777 through December 2004. There is a balloon
payment due on this loan of the remaining principal
and any unpaid interest in December 2004.
$7,413,316 $6,061,519
Purchase money second mortgage at 9% payable
monthly installments including principal and
interest of $20,518 through 9/29/97. Final
principal payment of $2,283,824 was paid
October 2, 1997. -0- 2,310,046
Springfield
Purchase money first mortgage payable in
monthly installments of interest only until
9/1/98 when the loan matures. This note was
refinanced in October 1997 with a first mortgage
note of $10,500,000. The note, which has an interest
rate of 7.67%, is payable in monthly installments
including principal and interest of $74,644 through
December 2004. A prepayment penalty of $176,500 was
incurred due to the early loan payoff. There is a
balloon payment due on this loan of the remaining
principal and any unpaid interest in December 2004
10,484,890 8,825,000
$17,898,206 $17,196,565
The aggregate amount of principal and deferred interest payments due
in the years after December 31, 1997 are:
1998 $ 147,896
1999 173,614
2000 187,408
2001 202,298
2002 218,372
Thereafter 16,968,618
$17,898,206
NOTE 7 - EXTRAORDINARY ITEMS:
On September 21, 1995, .16 acre of the Oakwood Village Apartment's land
was condemned by DeKalb County, Georgia for a road widening project.
The Partnership received $72,795 for the condemned land parcel. The
land, which had a basis of $6,853, resulted in an extraordinary gain
of $65,942.
In October 1997, the Springfield purchase money first mortgage was
refinanced. A prepayment penalty of $176,500 was incurred because of
the early payoff.
NOTE 8 - SUBSEQUENT EVENT:
On February 17, 1998, the Partnership paid distributions of $171,588 to
the Limited Partners.
Item 9. Disagreements on Accounting and Financial Disclosures
Not applicable.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or officers.
Item 11. Executive Compensation
The Partnership has no directors or officers.
Item 12. Security Ownership of Certain Beneficial Owners & Management
The Registrant is a Limited Partnership and therefore does not
have voting shares of stock. To the knowledge of the Partnership,
no person owns a record or beneficially, more than 5% of the
Partnership's outstanding units.
Item 13. Certain Relationships and Related Transactions
The General Partners and affiliates are entitled to the following
types of compensation and reimbursements for costs and expenses:
Total Incurred by the Partnership
for the period ended December 31,
1997 1996 1995
Property management fees are paid to
the General Partners for services
performed in connection with, among
other things, the day to day
management to the Limited Partnership's
properties. As compensation for
management services they perform, the
General Partners are paid a monthly fee
equal to 5% of the monthly gross receipts
from residential property. These fees are
included in the Statement of Operations. $179,576 $173,690 $171,294
Affiliates of the General Partners are
reimbursed for general and administrative
expenses of the partnership on an
accountable basis. This expense is included
in the Statement of Operations. Direct
costs are paid by the Partnership. 2,304 3,970 2,740
The General Partners receive 5% of cash
from operations subject to certain
subordination agreements. In addition,
the General Partners are allocated 5%
of all tax items. 29,706 39,296 38,058
PART 4
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
A. 1. Financial Statements - see accompanying index to financial
statements, Item 8.
2. Financial Statements Schedules - see accompanying index
to financial statements, Item 8.
3. Exhibit Index -
Table Number Page
1.1 Form of Soliciting Dealer Agreement *
1.2 Form of Escrow Agreement between Foundation Realty Fund, Ltd.
and Southeast Bank, NA *
2 Plan of acquisition, organization, arrangement, liquidation
or succession **
3.1 The form of Partnership Agreement of the Partnership *
3.2 Articles of Incorporation of RJ Properties, Inc. *
3.2.1 By-laws of RJ Properties, Inc. *
3.3 Certificate of Limited Partnership of Foundation Realty Fund,Ltd. *
4 Instruments defining the rights of security holders
including debentures **
5.1 Summary of appraisal of Oakwood Village Apartments **
8.1 Tax opinion and consent of Schifino, Fleischer & Neal, P.A. *
9 Voting Trust Agreement **
10.1 Oakwood Village Apartments Real Estate Acquisition Contract
and Exhibits thereto *
11 Computation of per share earnings **
12 Computation of ratios **
13 Annual report to security holders **
18 Letter re: change in accounting principles **
19 Previously unfiled documents **
22 Subsidiaries of the Registrant **
23 Published report regarding matters submitted to vote of
security holders **
24 Consents of experts and counsel
24.1 The consent of Spence, Marston & Bunch *
24.2 The consent of Charles Smallwood, CPA *
24.3 The consent of Schifino, Fleischer & Neal, PA to all references
made to them in the Prospectus included as part of the
Registration Statement of Foundation Realty Fund, Ltd., and
all amendments thereto, is included in their opinions
filed as Exhibit 8.1 to the Registration Statement *
25 Power of Attorney **
28.1 Table 6 (Acquisition of Properties by Program) of Appendix
2 to Industry Guide 5, Preparation of Registration
Statements Relating to Interests in Real Estate Limited
Partnerships *
29 Information from reports furnished to state insurance
regulatory authorities **
* Included with Form S-11, Registration No. 33-13849, previously
filed with the Securities and Exchange Commission.
** Exhibits were omitted as not required, not applicable or the
information required to be shown therein is included elsewhere
in this report.
B. Reports filed on Form 8-K - None
C. Exhibits filed with this Report - None
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)
(Registrant)
By: RJ PROPERTIES, INC.
a General Partner
Date: March 25, 1998 By: J.Robert Love President
(Signature)
Date: March 25, 1998 By: Alan G. Lee Secretary
(Signature)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned duly authorized.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
(Registrant)
By: RJ PROPERTIES, INC.
a General Partner
Date: March 25, 1998 By: J. Robert Love President
(Signature)
Date: March 25, 1998 By: Alan G. Lee Secretary
(Signature)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 981,983
<SECURITIES> 0
<RECEIVABLES> 549
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 982,532
<PP&E> 22,299,095
<DEPRECIATION> 6,304,794
<TOTAL-ASSETS> 17,257,323
<CURRENT-LIABILITIES> 164,852
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (805,735)
<TOTAL-LIABILITY-AND-EQUITY> 17,257,323
<SALES> 0
<TOTAL-REVENUES> 3,653,810
<CGS> 0
<TOTAL-COSTS> 2,184,729
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,754,945
<INCOME-PRETAX> (296,253)
<INCOME-TAX> 0
<INCOME-CONTINUING> (296,253)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (296,253)
<EPS-PRIMARY> (29.92)
<EPS-DILUTED> (29.92)
</TABLE>
