<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File Number 0-19180
Exact Name of Registrant as Specified in Its Charter: T. ROWE
PRICE RENAISSANCE FUND, LTD., A SALES-COMMISSION-FREE REAL ESTATE
INVESTMENT
State or Other Jurisdiction of Incorporation or Organization:
Maryland
I.R.S. Employer Identification No.: 52-1657028
Address and zip code of principal executive offices: 100 East
Pratt Street, Baltimore, Maryland 21202
Registrant's telephone number, including area code: 1-800-638-
5660
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
Shares of common stock outstanding as of October 30, 1996:
1,524,341
<PAGE>2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements of T. Rowe Price Renaissance Fund,
Ltd., A Sales-Commission-Free Real Estate Investment ("the
Corporation") are set forth in Exhibit 19 hereto, which
statements are incorporated by reference herein.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources and Results of Operations
The Corporation's liquidity and capital resources and its
results of operation are discussed in the Chairman's letter on
pages 1-2 of Exhibit 19 hereto, the Corporation's Quarterly
Report to Security-Holders, which letter is hereby incorporated
by reference herein.
Reinvestment and Repurchase Plans
The public offering of shares was terminated on April 30,
1990, and additional shares will be sold only in connection with
the Corporation's dividend reinvestment plan. Additional capital
in the amount of $4,061,505 was raised from dividend
distributions reinvested through September 30, 1996 and 324,998
additional shares were issued in connection therewith. The
amount of additional capital to be raised from this source in the
future will depend on the size of the Corporation's dividends per
share, and the number of shares in the reinvestment plan at any
given time. Organizational and offering expenses are not
deducted from such proceeds. This capital will be used, to the
extent necessary, to repurchase shares in connection with the
Corporation's liquidity enhancement plan; the balance will be
available for repayment of mortgage loan principal and investment
in real estate. As of September 30, 1996, 123,217 shares had
been repurchased for a total of $1,372,731.
PART II - OTHER INFORMATION
Item 5. Other Information
The Corporation owns a 90% interest in Buckley Square, located in
Aurora, Colorado. This property was acquired in May 1991. The
property is currently classified as held for sale in the
Corporation's balance sheet. The property consists of a shopping
center containing approximately 121,000 gross square feet located
on approximately 12.5 acres of land.
The Corporation has entered into a contract for the sale of its
interest in this property for a total sales price of
approximately
<PAGE>3
$7.5 million. While certain material contingencies still exist
the transaction is expected to close in late 1996 or early 1997.
The purchaser, Pacific Retail Trust is not an affiliate of the
Corporation, its investment adviser or its investment manager.
Net book value at the date of sale is expected to be
approximately $5.3 million, which represents approximately 19% of
the Corporation's assets. Net proceeds to the Corporation are
expected to be approximately $7.2 million in cash. If the
transaction is completed, a portion of the proceeds will be used
to pay a dividend to the Corporation's stockholders in an amount
equal to the Corporation's net taxable gain on the sale. The
balance of the proceeds (which is expected to be the majority
thereof) will be utilized to pay off most of the loan secured by
the Corporation's Buschwood property.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
19 - Quarterly Report Furnished to Security-
Holders including Financial Statements for the
Corporation.
27 - Financial Data Schedule
All other items are omitted because they are not applicable
or the answers are none.
<PAGE>4
SIGNATURES
Pursuant to the requirements 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.
T. ROWE PRICE RENAISSANCE FUND,
LTD.,
A SALES-COMMISSION-FREE REAL ESTATE
INVESTMENT
Date: November 14, 1996 By: /s/Kenneth J. Rutherford
Kenneth J. Rutherford
Vice President
Date: November 14, 1996 By: /s/Joseph P. Croteau
Joseph P. Croteau
Principal Financial Officer
of the Corporation
The Quarterly Report to Limited Partners for the Quarter ended
September 30, 1996 should be inserted here.
T. Rowe Price Renaissance Fund, Ltd.
A Sales-Commission-Free Real Estate Investment
Quarterly Report
For The Period Ended
September 30, 1996
For information on your
Renaissance Fund account, call:
1-800-962-8300 toll free
For information on your
mutual fund account, call:
1-800-225-5132 toll free
625-6500 Baltimore area
T. Rowe Price Real Estate Group
100 East Pratt Street
Baltimore, Maryland 21202
FELLOW STOCKHOLDER:
The positive and negative contributors to year-to-date results relative to the
comparable period last year were the same as for the first six months. The
operating contribution from Buckley Square increased because the property is
no longer being depreciated. As a result, its income from operations increased
$122,000 over last year (see the table below).
While the acquisition of Buschwood III in June 1995 had the most
significant effect on revenues and expenses, its contribution to income after
interest on the borrowing made to acquire the property was only $65,000 during
the nine-month period. During the past three months, its contribution was
$35,000. If Buckley is sold, the majority of the proceeds will be used to pay
off most of the loan, so we would expect Buschwood to make a more favorable
contribution to net income in the future. The property remains 100% leased, no
leases are scheduled to expire for the remainder of this year, and the
submarket is healthy.
Of the other three properties, Gatehall is experiencing a decline in
occupancy. During the most recent quarter, a tenant representing 13% of the
total space vacated when its lease expired on July 31. Leasing activity in the
general office market in Parsippany, New Jersey (where the property is
located) is positive, and we are in the process of retaining a new leasing and
management team in an effort to improve Gatehall's performance. At least one
good prospect is on the horizon for some of the unoccupied space, but there is
no assurance that we will be successful in signing this tenant.
At Valley Business Center, a tenant who leases 13% of the property is
expected to vacate by year-end. There is not much comparable space available
in the market, and we currently have a very well known and financially strong
company interested in the property. We are optimistic about the re-leasing
prospects but can never be sure that negotiations will be concluded
successfully.
The decrease in cash in the first nine months was attributable primarily
to prepayment of some of the Fund's debt, higher expenditures to improve our
real estate holdings than in 1995, and fewer reinvestments in shares of the
Fund. These more than offset the effect of a decline in dividends paid and an
increase in cash from operations.
Distributions From Operations
The dividend for the third quarter remained at the $0.15 per share rate paid
for the prior two quarters. We will again monitor operating conditions and the
effect of a property sale, or prospects for a near-term sale, at the end of
the fourth quarter to see if a change in the quarterly rate is in order.
Disposition Update
When we last wrote you, the contract with a prospective buyer for Buckley
Square had fallen through, but we had a second buyer expressing interest. We
now have a second signed purchase and sale agreement and are optimistic that
the contingencies that stood in the way of the first contract can be resolved.
While there is no assurance that these negotiations will be successful, we are
farther along in the process with this prospective buyer.
Outlook
We continue to hope that the more positive operating environment in most of
the markets where your properties are located will translate into improving
occupancy levels and bottom line performance. Unfortunately, no such
improvement has occurred in the Houston office submarket where Post Oak Place
is located, so we do not anticipate significantly improved performance there
in the near term.
One event that could result in improved overall operating performance
would be the reduction of the Fund's debt and interest expense if we are able
to sell Buckley Square. If we are able to accomplish this, it should help
offset the sale's impact on continuing operations.
Sincerely,
James S. Riepe
Chairman
November 8, 1996
Real Estate Investments (Dollars in thousands)
_____________________________________________________________________________
Leased Average Leased Contribution to
Status Status Net Income
_______ ________________ __________________
Gross Nine Months Ended Nine Months Ended
Property Leasable September September 30, September 30,
Name Area(Sq. Ft.) 30, 1996 1995 1996 1995 1996
________ _________ _________ ________ ________ ________ _______
Valley
Business
Center 202,540 100% 99% 98% $171 $206
Post Oak
Place 56,449 75 75 76 46 20
Gatehall I 113,604 69 84 74 163 (41)
Busch-
wood III 76,930 100 100 100 - 65
________ ____ ____ ____ _____ _____
449,523 89 92 90 380 250
Held for Sale
Buckley
Square 121,602 93 93 93 263 385
________ ____ ____ ____ _____ _____
571,125 90 93 90 643 635
Fund Expenses
Less Interest
Income - - - - (119) (100)
________ ____ ____ ____ _____ _____
Total 571,125 90% 93% 90% $524 $535
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands except share data)
September 30, December 31,
1996 1995
_____________ ____________
Assets
Real Estate Property Investments
Land. . . . . . . . . . . . . . . . . . $ 6,037 $ 6,037
Buildings and Improvements. . . . . . . 16,691 15,971
________ ________
22,728 22,008
Less: Accumulated Depreciation
and Amortization . . . . . . . . . . . (1,926) (1,387)
________ ________
20,802 20,621
Held for Sale . . . . . . . . . . . . . 5,369 5,332
________ ________
26,171 25,953
Cash and Cash Equivalents. . . . . . . . 1,221 1,608
Accounts Receivable
(less allowances of $85 and $11). . . . 145 281
Other Assets . . . . . . . . . . . . . . 223 194
________ ________
$ 27,760 $ 28,036
________ ________
________ ________
Liabilities and Stockholders' Equity
Liabilities
Mortgage Loans Payable. . . . . . . . . $ 8,683 $ 8,976
Security Deposits and Prepaid Rents . . 248 326
Accrued Real Estate Taxes . . . . . . . 288 284
Accounts Payable and
Other Accrued Expenses . . . . . . . . 368 285
Dividends Declared. . . . . . . . . . . 229 76
Minority Interest . . . . . . . . . . . 545 541
________ ________
Total Liabilities. . . . . . . . . . . . 10,361 10,488
________ ________
Stockholders' Equity
Common Stock, $.001 Par Value,
Authorized 5,500,000 Shares;
Issued and Outstanding 1,524,341
and 1,527,191 Shares . . . . . . . . . 1 1
Additional Paid-In Capital. . . . . . . 18,450 18,447
Dividends in Excess of Net Income. . . (1,052) (900)
________ ________
Total Stockholders' Equity . . . . . . . 17,399 17,548
________ ________
$ 27,760 $ 28,036
________ ________
________ ________
See the accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands except per-share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
_______ _______ _______ _______
Revenues
Rental Income. . . . . . . . . $1,316 $1,387 $3,927 $3,479
Interest Income. . . . . . . . 12 10 56 38
________ ________ ________ ________
1,328 1,397 3,983 3,517
________ ________ ________ ________
Expenses
Property Operating
Expenses. . . . . . . . . . . 534 500 1,551 1,232
Real Estate Taxes. . . . . . . 123 157 364 407
Depreciation and
Amortization. . . . . . . . . 225 208 573 601
Investment Advisory Fees . . . 70 93 210 223
Fund Management Expenses . . . 47 41 150 129
Interest Expense . . . . . . . 159 165 548 342
Amortization of
Organization Costs. . . . . . - - - 23
Minority Interest. . . . . . . 14 13 52 36
________ ________ ________ ________
1,172 1,177 3,448 2,993
________ ________ ________ ________
Net Income . . . . . . . . . . $ 156 $ 220 $ 535 $ 524
________ ________ ________ ________
________ ________ ________ ________
Activity per Share
Net Income . . . . . . . . . . $ 0.10 $ 0.15 $ 0.35 $ 0.35
________ ________ ________ ________
________ ________ ________ ________
Dividends Declared . . . . . . $ 0.15 $ 0.18 $ 0.45 $ 0.54
________ ________ ________ ________
________ ________ ________ ________
Weighted Average Number
of Shares Outstanding . . . .1,541,317 1,513,411 1,525,148 1,502,921
________ ________ ________ ________
________ ________ ________ ________
See the accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Unaudited
(In thousands except share data)
Additional Dividends
Common Stock Paid-In In Excess Of
Shares Amount Capital Net Income Total
______ ________ _______ ___________ ________
Balance,
December 31, 1995 . . 1,527,191 $ 1 $ 18,447 $ (900) $17,548
Net Income . . . . . . - - - 535 535
Dividend
Reinvestments . . . . 27,689 - 367 - 367
Share Repurchases. . . (30,539) - (364) - (364)
Dividends Declared . . - - - (687) (687)
________ ____ _______ _______ _______
Balance,
September 30, 1996. . 1,524,341 $ 1 $ 18,450 $(1,052) $17,399
________ ____ _______ _______ _______
________ ____ _______ _______ _______
See the accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)
Nine Months Ended
September 30,
1996 1995
___________ ___________
Cash Flows from Operating Activities
Net Income . . . . . . . . . . . . . . . $ 535 $ 524
Adjustments to Reconcile Net Income
to Net Cash Provided by
Operating Activities
Depreciation and Amortization. . . . . 573 601
Amortization of Organization Costs . . - 23
Minority Interest's Share of
Net Income. . . . . . . . . . . . . . . 52 36
Other Changes in Assets
and Liabilities . . . . . . . . . . . . 116 (111)
________ ________
Net Cash Provided by
Operating Activities. . . . . . . . . . 1,276 1,073
________ ________
Cash Flows Used in Investing Activities
Investments in Real Estate . . . . . . . (792) (5,963)
________ ________
Cash Flows from Financing Activities
Dividends Paid . . . . . . . . . . . . . (534) (868)
Reinvestments in Shares. . . . . . . . . 367 597
Repurchases of Shares. . . . . . . . . . (364) (159)
Minority Interest Distribution . . . . . (47) (40)
Proceeds of Mortgage Loan. . . . . . . . - 5,500
Repayment of Mortgage Loan Principal . . (293) (13)
________ ________
Net Cash Provided by (Used in)
Financing Activities. . . . . . . . . . (871) 5,017
________ ________
Cash and Cash Equivalents
Net Increase (Decrease) during Period. . (387) 127
At Beginning of Year . . . . . . . . . . 1,608 1,460
________ ________
At End of Period . . . . . . . . . . . . $ 1,221 $ 1,587
________ ________
________ ________
See the accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
The unaudited interim condensed consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented. All such
adjustments are of a normal, recurring nature.
The unaudited interim financial information contained in the
accompanying condensed consolidated financial statements should be read in
conjunction with the financial statements contained in the 1995 Annual Report
to Stockholders.
NOTE 1 - TRANSACTIONS WITH RELATED PARTIES AND OTHER
Pursuant to contracts executed in 1991, the Fund pays advisory fees to T. Rowe
Price Real Estate Group, Inc. (the "Investment Manager"), an affiliate of the
Fund's Sponsor, and LaSalle Advisors Limited Partnership (the "Investment
Advisor"). The Investment Manager provides communications, cash management,
administrative, and other related services to the Fund for an advisory fee of
.45% per year of the fair market value, as defined, of the Fund's assets and
earned $99,000 for the first nine months of 1996. The Investment Advisor
provides the Fund with real estate advisory, accounting, and other related
services for an advisory fee of .50% per year of the fair market value, as
defined, of the Fund's assets and earned $111,000 for the first nine months of
1996. Recognition of these investment advisory fees is subject to limitations
adopted by the Fund pursuant to guidelines promulgated by the North American
Securities Administrators Association.
An affiliate of the General Partner earned a normal and customary fee of
$3,000 from the money market mutual funds in which the Partnership made its
interim cash investments during the first nine months of 1996.
The Fund also reimburses the Investment Manager and Investment Advisor
for certain defined expenses incurred in operating and administering the
affairs of the Fund. Expense reimbursements for the Investment Manager and
Investment Advisor totaled $23,000 and $23,000, respectively, for the first
nine months of 1996.
NOTE 2 - PROPERTY HELD FOR SALE
The Fund has entered into a contract with a buyer for the sale of Buckley
Square. The sale could settle by the end of the fourth quarter or in early
1997. Proceeds from this property sale will be distributed to Fund
shareholders in the amount of any tax-basis gain on disposition. The residual
proceeds will be used to repay a significant portion of the Fund's outstanding
debt.
NOTE 3 - DIVIDEND DECLARATION
The Fund declared a quarterly cash dividend of $.15 per share payable to
stockholders of record at September 30, 1996. The total dividend payable is
$229,000 and will be paid in November 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the
unaudited condensed consolidated financial statements of T. Rowe
Price
Renaissance Fund, Ltd., A Sales-Commission-Free Real Estate
Investment included
in the accompanying Form 10-Q for the period ended September 30,
1996 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000852160
<NAME> T. ROWE PRICE RENAISSANCE FUND, LTD., A
SALES-COMMISSION-FRE
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,221,000
<SECURITIES> 0
<RECEIVABLES> 230,000
<ALLOWANCES> 85,000
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 28,097,000
<DEPRECIATION> 1,926,000
<TOTAL-ASSETS> 27,760,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 8,683,000
0
0
<COMMON> 1,000
<OTHER-SE> 17,398,000
<TOTAL-LIABILITY-AND-EQUITY> 27,760,000
<SALES> 0
<TOTAL-REVENUES> 3,983,000
<CGS> 0
<TOTAL-COSTS> 3,448,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 535,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 535,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 535,000
<EPS-PRIMARY> .35
<EPS-DILUTED> 0
<FN>
<F1>Not contained in registrant's unclassifed balance sheet.
<F2>Not reported at interim.
</FN>
