FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[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 0-24594
WEST COAST REALTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4246740
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5933 W. CENTURY BLVD., 9TH, FLOOR
LOS ANGELES, CALIFORNIA 90045
(Address of principal executive offices)
(Zip Code)
(310) 670-0800
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. 2,606,808 SHARES
OUTSTANDING AS OF MAY 5, 1998.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
In the opinion of the Management of West Coast Realty Investors, Inc. (the
"Company"), all adjustments necessary for a fair presentation of the Company's
results for the three months ended March 31, 1998 and 1997, have been made
in the following financial statements which are normal recurring entries in
nature. However, such financial statements are unaudited and are subject to
any year-end adjustments that may be necessary.
<TABLE>
WEST COAST REALTY INVESTORS, INC.
BALANCE SHEETS
MARCH 31, 1998 (UNAUDITED) AND DECEMBER 31, 1997
<CAPTION>
MARCH 31, December 31,
1998 1997
<S> <C> <C>
ASSETS
Rental real estate, less accumulated
depreciation (Note 2) $29,305,225 $27,322,612
Cash and cash equivalents 1,666,599 2,099,857
Deferred rent 317,087 288,411
Loan origination fees, net of accumulated
amortization of $54,783 and $51,603 151,080 89,260
Other assets 148,349 38,951
TOTAL ASSETS $31,588,340 $29,839,091
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $71,117 $130,076
Due to related party (Note 5(e)) 330,140 187,267
Dividends payable (Note 8) 455,614 ---
Security deposits and prepaid rent 247,817 366,921
Other liabilities 62,340 107,032
Notes payable (Note 6) 11,131,585 11,194,832
TOTAL LIABILITIES 12,298,613 11,986,128
COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock, $.01 par-shares authorized,
5,000,000 shares issued, 2,351,825 and
2,163,561 outstanding in 1998 and 1997 23,518 21,635
Additional paid-in capital 20,945,699 19,313,678
Retained earnings (1,679,490) (1,482,350)
TOTAL STOCKHOLDERS' EQUITY 19,289,727 17,852,963
TOTAL LIABILITIES AND STOCKHOLDERS' $31,588,340 $29,839,091
EQUITY
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
WEST COAST REALTY INVESTORS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<CAPTION>
COMMON STOCK ADDITIONAL PAID-IN
SHARES AMOUNT CAPITAL DEFICIT
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 2,163,561 $21,635 $19,313,678 $(1,482,350)
Issuance of stock, net 188,264 1,883 1,589,906 ---
Equity contribution by Affiliates
through expense reimbursements --- --- 42,115 ---
Net income --- --- --- 258,474
Dividends declared (Note 8) --- --- --- (455,614)
BALANCE AT MARCH 31, 1998 2,351,825 $23,518 $20,945,699 $(1,679,490)
</TABLE>
<TABLE>
THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<CAPTION>
COMMON STOCK ADDITIONAL PAID-IN
SHARES AMOUNT CAPITAL DEFICIT
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996 1,550,607 $15,506 $13,861,763 $(972,378)
Issuance of stock, net 120,835 1,208 1,061,331 ---
Equity contribution by Affiliates
through expense reimbursements --- --- 26,043 ---
Net income --- --- --- 204,738
Dividends declared (Note 8) --- --- --- (325,906)
BALANCE AT MARCH 31, 1997 1,671,442 $16,714 $14,949,137 $(1,093,546)
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
WEST COAST REALTY INVESTORS, INC.
STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE THREE
MONTHS MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1998 1997
<S> <C> <C>
Revenues
Rental (Notes 2 and 3) $794,557 $729,886
Interest 31,835 10,375
826,392 740,261
Costs and expenses
Operating 28,850 36,256
Property taxes 23,776 27,722
Property management fees (Note 5(e)) 29,094 29,489
Interest expense 233,744 244,147
General and administrative 83,186 78,444
Depreciation and amortization 169,268 119,465
567,918 535,523
Net income $258,474 $204,738
Net income per share (Note 8) $.12 $.13
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
WEST COAST REALTY INVESTORS, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)
<CAPTION>
Three Months Three Months
Ended Ended
INCREASE (DECREASE) IN CASH AND CASH March March
EQUIVALENTS 31,1998 31,1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $258,474 $204,738
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 166,088 119,465
Interest expense on amortization of loan
origination fees 3,180 3,045
Increase (decrease) from changes in:
Deferred rent (28,676) (90,044)
Other assets (109,398) 8,300
Accounts payable (58,959) 44,982
Due to related party 142,873 (4,415)
Security deposits and prepaid rent (119,104) 118,158
Other liabilities (44,692) (29,627)
NET CASH PROVIDED BY OPERATING ACTIVITIES 209,786 374,602
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to rental real estate (2,243,152) (4,907,441)
NET CASH (USED IN) INVESTING ACTIVITIES (2,243,152) (4,907,441)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net 2,141,854 1,045,305
Equity contribution by Affiliates through
expense reimbursements 42,115 26,043
Dividends declared and paid (455,614) (280,088)
Increase in notes payable --- 2,300,000
Payments on notes payable (63,247) (53,554)
(Increase) in loan origination fees (65,000) ---
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,600,108 3,037,706
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (433,258) (1,495,133)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,099,857 2,017,194
CASH AND CASH EQUIVALENTS, END OF PERIOD $1,666,599 $522,061
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
SUMMARY OF ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying balance sheet as of March 31, 1998, the income statements and
statements of cash flow for the three month periods ended March 31, 1998, and
1997 are unaudited, but in the opinion of management include all adjustments,
consisting only of normal recurring accruals, necessary for a fair
presentation of the financial position and results of operations for the
periods presented. The results of operations for the three month period
ended March 31, 1998, are not necessarily indicative of results to be
expected for the year ended December 31, 1998.
BUSINESS
West Coast Realty Investors, Inc. (the "Company"), is a corporation formed on
October 26, 1989 under the laws of the State of Delaware. The Company exists
as a Real Estate Investment Trust ("REIT") under Sections 856 to 860 of the
Internal Revenue Service Code. The Company has complied with all requirements
imposed on REIT's for the 1996, 1995 and 1994 tax years; however qualification
as a REIT for future years is dependent upon future operations of the Company.
The Company was organized to acquire interests in income-producing
residential, industrial, retail or commercial properties located primarily in
California and the west coast of the United States. The Company intends to
acquire property for cash on a moderately leveraged basis with aggregate
mortgage indebtedness not to exceed fifty percent of the purchase price of
all properties on a combined basis, or eighty percent individually and
intends to own and operate such properties for investment over an anticipated
holding period of five to ten years.
RENTAL PROPERTIES AND DEPRECIATION
Assets are stated at lower of cost or net realizable value. Depreciation is
computed using the straight-line method over their estimated useful lives of
31.5 to 39 years for financial and income tax reporting purposes.
In the event that facts and circumstances indicate that the cost of an asset
may be impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the carrying amount to
determine if a write-down to market value is required.
LOAN ORIGINATION FEES
Loan origination fees are capitalized and amortized over the life of the loan.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
SUMMARY OF ACCOUNTING POLICIES
(Continued)
RENTAL INCOME
Rental revenue is recognized on a straight-line basis to the extent that
rental revenue is deemed collectible. Where there is uncertainty of
collecting higher scheduled rental amounts, due to the tendency of tenants to
renegotiate their leases at lower amounts, rental income is recognized as the
amounts are collected.
CASH AND CASH EQUIVALENTS
The Company considers cash in the bank, liquid money market funds, and all
highly liquid certificates of deposit, with original maturities of three
months or less, to be cash and cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS
For comparative purposes, certain prior year amounts have been reclassified
to conform to the current year presentation.
NEW ACCOUNTING PRONOUCEMENTS
Statement of Financial Accounting Standards No. 130 (SFAS No. 130) "Reporting
Comprehensive Income," issued by the Financial Accounting Standards Board is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. The
Company has not determined the effect on its financial position or results of
operations, is any, from the adoption of this statement.
Statement of Financial Accounting Standards No. 131 (SFAS No. 131),
"Disclosure about Segments of an Enterprise and Related Information," issued
by the Financial Accounting Standards Board is effective for financial
statements with fiscal years beginning after December 15, 1997. The new
standard requires that public business enterprises report certain information
about operating segments in complete sets of financial statements of the
enterprises and in condensed financial statements of interim periods issued
to shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic areas
in which they operate and their major customers. The Company has not
determined the effect on its financial position or results of operations, if
any, from the adoption of this statement.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
SUMMARY OF ACCOUNTING POLICIES
(Continued)
EARNINGS (LOSS) PER SHARE
On March 3, 1997, the FASB issued Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" (SFAS 128). This pronouncement provides a
different method of calculating earnings per share than is currently used in
accordance with APB 15, "Earnings Per Share". SFAS 128 provides for the
calculation of Basic and Diluted earnings per share. Basic earnings per share
includes no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for
the period. Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of the entity, similar to fully
diluted earnings per share. Except where the provisions of the Securities and
Exchange Commission's Staff Accounting Bulletin No. 98 are applicable, common
share equivalents have been excluded in all years presented in the Statements
of Operations when the effect of their inclusion would be anti-dillutive. SFAS
128 is effective for fiscal years and interim periods after December 15, 1997.
The Company has adopted this pronouncement during the fiscal year ended
December 31, 1997. The adoption of SFAS 128 does not effect earnings per
share for fiscal year ended December 31, 1997 and prior years.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
NOTE 1 - GENERAL
On October 30, 1989, West Coast Realty Advisors, Inc. (the "Advisor"),
purchased 1,000 shares of the Company's common stock for $10,000. On
August 30, 1990, the Company reached its minimum initial offering funding
level of $1,000,000. As of March 31, 1998 the Company has raised $23,476,402
in capital.
Sales commissions and wholesaling fees, representing 7% of the gross proceeds
from the sale of common shares, were paid to Associated Securities Corp.
("ASC"), a member of the National Association of Securities Dealers, Inc.
("NASD") and an affiliate of the Advisor.
Dividends are declared and accrued based approximately upon the previous
quarter's income from operations before depreciation and amortization.
NOTE 2 - RENTAL PROPERTIES
The Company owns the following income-producing properties
ORIGINAL
LOCATION (PROPERTY NAME) DATE PURCHASED ACQUISITION
COST
Huntington Beach, California
(Blockbuster) February 26, 1991 $ 1,676,210
Fresno, California May 14, 1993 1,414,893
Huntington Beach, California
(OTPO-22) September 15, 1993 2,500,001
Riverside, California November 29, 1994 3,655,500
Tustin, California
(Safeguard) May 22, 1995 4,862,094
Fremont, California
(Technology Drive) October 31, 1995 3,747,611
Sacramento, California
(Java City) August 2, 1996 1,828,500
Irvine, California
(Tycom) January 17, 1997 4,907,441
Roseville, California
(Applebee's) October 31, 1997 1,976,484
Corona, California December 31, 1997 1,904,452
Sacramento, California January 15, 1998 2,141,200
(Laufen Tile International)
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
NOTE 2 - RENTAL PROPERTIES (CONTINUED)
The major categories of property are:
MARCH 31, 1998 DECEMBER 31, 1997
Land $ 10,519,845 $ 9,449,150
Buildings and improvements 20,094,541 19,016,532
30,614,386 28,465,682
Less accumulated depreciation 1,309,161 1,143,073
Net rental properties $ 29,305,225 $ 27,332,612
A significant portion of the Company's rental revenue was earned from tenants
whose individual rents represented more than 10% of total rental revenue.
Specifically:
Four tenants accounted for 19%, 16%, 13% and 13% in 1998;
Four tenants accounted for 20%, 16%, 16% and 15% in 1997;
Five tenants accounted for 23%, 19%, 18%, 12% and 10% in 1996;
NOTE 3 - OTHER ASSETS
Other assets consists of the following:
MARCH 31, 1998 DECEMBER 31, 1997
Deposits and prepaid expenses $148,349 $38,951
Organization costs 14,330 14,330
162,679 53,281
Less accumulated amortization 14,330 14,330
Net other assets $148,349 $38,951
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
NOTE 4 - FUTURE MINIMUM RENTAL INCOME
As of March 31, 1998 and December 31, 1997, future minimum rental income
under the existing leases that have remaining noncancelable terms in excess
of one year are as follows:
MARCH 31, 1998 DECEMBER 31,1997
1998 .................................$2,133,593 $2,822,600
1999 ..................................2,864,178 2,864,178
2000 ..................................2,906,830 2,906,830
2001 ..................................2,834,342 2,834,342
2002 ..................................2,704,149 2,704,149
Thereafter .......................... 11,772,647 11,772,647
Total $25,215,739 $25,904,746
Future minimum rental income does not include lease renewals or new leases
that may result after a noncancelable-lease expires.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Advisor has an agreement with the Company to provide advice on investments
and to administer the day-to-day operations of the Company. Property
management services for the Company's properties are provided by West Coast
Realty Management, Inc. ("WCRM"), an affiliate of the Advisor.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
During the periods presented, the Company had the following related party
transactions:
(a) In accordance with the advisory agreement, compensation earned by,
or services reimbursed or reimbursable to the advisor, consisted of the
following:
THREE MONTHS ENDED FOR THE YEAR
MARCH 31, 1998 ENDED
DECEMBER 31, 1997
Syndication fees $315,498 $262,833
Acquisition fees 202,553 384,719
Overhead expenses 6,000 24,000
$524,051 $671,552
(b) At March 31, 1998 and December 31, 1997, the Advisor owned 22,556
shares of the issued and outstanding shares of the Company.
(c) Sales commissions paid in accordance with the selling agreement to
ASC totaled $185,903 for the three months ended March 31, 1998 and $100,778
for the three months ended March 31, 1997.
(d) Property management fees earned by WCRM totaled $29,094 and $29,489
for the three months ended March 31, 1998 and 1997, respectively.
(e) The Corporation had related party accounts payable as follows:
MARCH 31, 1998 DECEMBER 31, 1997
Associated Securities Corp. $ 9,321 $ 6,152
West Coast Realty Management 28,343 23,192
West Coast Realty Advisors 292,476 157,923
$330,140 $187,267
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
(Continued)
NOTE 6 - NOTES PAYABLE
Notes payable are made up of the following:
MARCH 31, DECEMBER 31,
1998 1997
8.25% promissory note secured by a Deed of Trust
on the Fresno Property, monthly principal and interest
payments are $5,244 due August 1, 2003 ................$ 613,145 $ 616,219
Variable rate promissory note secured by a Deed
of Trust on the OPTO-22 property, interest rate
adjustments are monthly and are based on the 11th
District cost of funds rate plus 3% (7.963% at
December 31, 1997), and may never go below 6.5%
or above 11.0%, monthly principal and interest
payments are $12,723, due October 1, 2003 ............ 1,684,044 1,688,870
8.25% promissory note secured by a Deed of Trust on
the Blockbuster property, interest rate adjusts
to the 5-year Treasury rate plus 350 basis points
on February 1, 1999, monthly principal and interest
payments are $4,934, due February 1, 2004 .............. 553,054 556,403
9.25% promissory note secured by a Deed of Trust
on the Riverside property, monthly principal and
interest payments are $9,988, due November 8, 2004 ... 1,164,156 1,167,149
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
NOTE 6 - NOTES PAYABLE (CONT.)
MARCH 31, DECEMBER 31,
1998 1997
9.625% promissory note secured by a Deed of Trust
on the Safeguard property, monthly principal and
interest payments are $24,191, due February 1,
2005 ............................................ $2,046,034 $2,069,004
8.24% promissory note secured by a Deed of Trust
on the Fremont property, interest rate equaled the 20-year
Treasury rate plus 1.65% at loan closing, monthly principal
and interest payments are currently $18,898, due
August 1, 2015 .................................. 2,076,745 2,090,456
10% promissory note secured by a Deed of Trust on the
Java City property, monthly principal and interest payments
are $3,413, due November 1, 2001.................. 327,056 329,083
8% promissory note secured by a Deed of Trust on the
Java City property, monthly principal and interest payments
are $3,126, due June 1, 2018....................... 373,393 375,540
Variable rate promissory note secured by a Deed of Trust on the
Tycom property, interest rate margin is 1.9% over the 3 month
LIBOR with right of conversion after the first year (7.65% at
December 31, 1997), monthly payments of principal and
interest are $17,469, due June 30, 2007........ 2,293,958 2,302,108
$11,131,585 $11,194,832
The fair value of the notes are approximately $11,065,000 and $11,128,000 at
March 31, 1998 and December 31, 1997 respectively, calculated by discounting
the expected future cash outflows on the notes to the present based on current
lending rates which are the approximate industry lending rates on these type
of properties and these locations.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
NOTE 6 - NOTES PAYABLE (CONT.)
The aggregate annual future maturities at March 31, 1998 and December 31, 1997
are as follows:
YEAR ENDING MARCH 31, 1998 DECEMBER 31, 1997
1998 .................................. $194,094 $ 257,341
1999 .................................. 277,629 277,629
2000 .................................. 300,845 300,845
2001 .................................. 328,143 328,143
2002 .................................. 649,352 649,532
Thereafter ............................ 9,381,522 9,381,522
Total $11,131,585 $11,194,832
NOTE 7 - DIVIDEND REINVESTMENT PLAN
The Company has established a Dividend Reinvestment Plan (the "Plan") whereby
cash dividends will, upon election of the shareholders, be used to purchase
additional shares of the Company. The shareholders' participation in the
Plan may be terminated at any time.
NOTE 8 - NET INCOME AND DIVIDENDS PER SHARE
Net Income Per Share for the three months ended March 31, 1998 and 1997 was
computed using the weighted average number of outstanding shares of 2,247,145
and 1,641,233, respectively.
Dividends declared during the first quarter 1998 and 1997 were as follows:
OUTSTANDING AMOUNT TOTAL
RECORD DATE SHARES PER SHARE DIVIDEND
January 1, 1998 2,149,404 $0.0666 $143,150
February 1, 1998 2,345,825 0.0666 156,232
March 1, 1998 2,345,825 0.0666 156,232
TOTAL $455,614
January 1, 1997 1,550,607 0.0666 $103,270
February 1, 1997 1,671,442 0.0666 111,318
March 1, 1997 1,671,442 0.0666 111,318
TOTAL $325,906
<PAGE>
WEST COAST REALTY INVESTORS, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) AND DECEMBER 31, 1997
(Continued)
NOTE 9 - NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 130 (SFAS No. 130) "Reporting
Comprehensive Income," issued by the Financial Accounting Standards Board is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. The
Company has not determined the effect on its financial position or results of
operations, is any, from the adoption of this statement.
Statement of Financial Accounting Standards No. 131 (SFAS No. 131),
"Disclosure about Segments of an Enterprise and Related Information," issued
by the Financial Accounting Standards Board is effective for financial
statements with fiscal years beginning after December 15, 1997. The new
standard requires that public business enterprises report certain information
about operating segments in complete sets of financial statements of the
enterprises and in condensed financial statements of interim periods issued
to shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic areas
in which they operate and their major customers. The Company has not
determined the effect on its financial position or results of operations, if
any, from the adoption of this statement.
NOTE 10 - SUBSEQUENT EVENT
(a) In April 1998, the Company paid dividends totaling $455,614 ($0.0666 per
share per period), payable to shareholders of record on January 1, February 1,
and March 1, 1998, respectively (Note 8).
(b) On April 8, 1998, a total of $2,649,563 in proceeds from the sale of
shares in the Company's current offering was released from an escrow account,
and 265,426 shares were issued to investors.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in the Management Discussion and Analysis constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or
achievements, expressed of implied by such forward-looking statements.
INTRODUCTION
West Coast Realty Investors, Inc. is a Delaware corporation, formed on
October 26, 1989. The Company began offering for sale shares of Common Stock
on April 20, 1990. On August 30, 1990, the Company reached its minimum
initial offering funding level of $1,000,000. A secondary offering of shares
was begun on May 14, 1992. On November 30, 1992 the Company reached its
minimum secondary offering funding level of $250,000. A third offering of
shares was begun on June 3, 1994. On July 25, 1994, the Company reached its
minimum third offering funding level of $250,000. A fourth offering of shares
began on May 6, 1996. As of March 31, 1998, the Company had raised
$23,476,402 in gross proceeds from all four offerings.
The Company was organized for the purpose of investing in, improving, holding,
and managing equity interests in a diversified number of commercial properties
located in California and the West Coast, while qualifying as a Real Estate
Investment Trust. Properties will be acquired for cash or on a moderately
leveraged basis, with aggregate indebtedness not to exceed 50% of the purchase
price of all properties on a combined basis. The Company intended on holding
each property for approximately seven to ten years.
The Company's principal investment objectives are to invest in rental real
estate properties which will:
(1) Preserve and protect the Company's invested capital;
(2) Provide shareholders with cash distributions; a portion of which will
not constitute taxable income.
(3) Provide capital gains through potential appreciation; and
(4) Provide market liquidity through transferable shares of stock.
The Company qualifies as a Real Estate Investment Trust (REIT) for federal
and state income tax purposes.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The ownership and operation of any income-producing real estate is subject to
those risks inherent in all real estate investments, including national and
local economic conditions, the supply and demand for similar types of
properties, competitive marketing conditions, zoning changes, possible
casualty losses, increases in real estate taxes, assessments, and operating
expenses, as well as others.
The Company has engaged West Coast Realty Advisors, Inc. ("WCRA") to act as
the Company's advisor. Pursuant to the terms of the advisory agreement, WCRA
provides investment and financial advice and conducts the day-to-day
operations of the Company. The Company, itself, has no employees.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended March 31, 1998 the Company declared dividends
totaling $455,614. In comparison, for the quarter ended March 31, 1997, the
Company declared dividends totaling $325,906. Dividends are determined by
management based on cash flows and the liquidity position of the Company.
It is the intention of management to declare dividends, subject to the
maintenance of reasonable reserves.
During the quarter ended March 31, 1998 the Company raised an additional
$2,141,854 in net proceeds as the result of the sale of shares from its fourth
public offering. The Company has used the net proceeds from offerings to
purchase additional income-producing properties and to add to the cash reserve
balances of the Company as is prudent given the amount of property now under
ownership.
Management uses cash as its primary measure of the Company's liquidity. The
amount of cash that represents adequate liquidity for a real estate investment
company, is dependent on several factors. Among them are:
1. Relative risk of the Company's operations;
2. Condition of the Company's properties;
3. Stage in the Company's operating cycle (e.g., money-raising,
acquisition, operating or disposition phase); and
4. Shareholders dividends.
The Company is adequately liquid and management believes it has the ability to
generate sufficient cash to meet both short-term and long-term liquidity need,
based upon the above four points.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The first point refers to the risk of the Company's investments. At
March 31, 1998, the Company's excess funds were invested in a short-term
money market fund. The purchase of rental properties has been made either
entirely with cash or the use of moderate leverage. During the quarter ended
March 31, 1998, notes payable pertaining to property acquisitions by the
Company did not increase, while cash used in principal repayments of notes
totaled $63,247. Although most of the notes are set up on an amortization
schedule allowing for the repayment of principal over time, most of the
principal on the notes is due in balloon payments that come due in the years
2003 through 2007. The Company is aware that prior to the time that these
large payments come due, refinancing of the loans or the sale of the
property(ies) will be necessary in order to protect the interests of the
Company's shareholders. Furthermore, most of the properties' tenants are
nationally known retailers or well-established business under long-term
leases, which makes the properties easier to sell of refinance.
As to the second point, the Company's properties are in good condition without
significant deferred maintenance obligations and are leased through
"triple-net" leases, which reduces the Company's risk pertaining to excessive
maintenance and operating costs.
As to the third point, the Company was liquid at March 31, 1998 since the
Company is still operating in the "money-raising" stage. Virtually all funds
raised were invested in a short-term money market fund. As of March 31, 1998,
the Company has allocated approximately $700,000 towards a "reserve" fund (3%
of gross funds raised, as disclosed in the Company's latest prospectus),
$460,000 of cash held pending distribution to investors, $120,000 of cash to
be used for current mortgage and accounts payable commitments, $250,000 in
tenant security deposits, and the balance of -- $136,600 -- expected to be
received from future sales of Company shares. The Company's operations
generated $427,742 in net operating cash flow in the quarter ended March 31,
1998 (net income plus depreciation and amortization expense). Thus, the
Company is generating significant amounts of cash flow currently and could
choose to withhold payment of all or a portion of dividends, if necessary,
in order to rebuild cash balances.
Fourth, the amount of dividends to shareholders was made at a level consistent
with the amount of net income available after application of expenses. The
Advisor is careful not to make distributions in excess of the income
available. The Advisor expects to increase the level of dividends as
additional funds are raised, and overhead expenses are spread over a large
base of investors' funds.
Inflation and changing prices have not had a material effect on the Company's
operations.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The Company currently has no external sources of liquidity, other than funds
that potentially could be received from the sale of additional shares.
The Company currently has no material capital commitments.
The Tax Reform Acts of 1986 and 1987 and the Revenue Reconciliation Acts of
1990 and 1993 did not have a material impact on the Company's operations.
CASH FLOWS - MARCH 31, 1998 VS. MARCH 31, 1997
Cash resources decreased $433,258 during the three months ended March 31, 1998
compared to a $1,495,133 decrease in cash resources for the three months ended
March 31, 1997. Cash provided by operating activities increased by $209,786
with the largest contributor being $427,742 in cash basis net income for the
three months ended March 31, 1998. In contrast, the three months ended March
31, 1997 provided $374,602 in cash from operating activities due primarily to
$327,248 in cash basis net income. The sole use of cash in investing
activities for the three months ended March 31, 1998 was $2,243,152 expended
for the acquisition of an additional property located in Corona, California.
In contrast, the three months ended March 31, 1997 used $4,907,441 in cash for
investing activities in connection with the acquisition of an additional
property located in Irvine, California. For the three months ended March 31,
1998, financing activities provided an additional $1,600,108 via the sale of
additional shares in the Company ($2,141,854 in net proceeds), less dividends
paid and payable of $455,614, less an increase in loan origination fees of
$65,000 and repayments on notes payable of $63,247. In contrast, for the
three months ended March 31, 1997, financing activities provided an additional
$3,037,706 via the sale of additional shares in the Company ($1,045,305 in net
proceeds), and $2,300,000 in financing obtained in connection with the
acquisition of the additional property, less dividends paid and payable of
$280,088 and repayments of notes payable principal of $53,554.
RESULTS OF OPERATIONS
Operations for the quarter ended March 31, 1998 represented a full quarter of
rental operations for all properties except the Corona property which was
owned for two and one-half months.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
RESULTS OF OPERATIONS (CONT.)
The net income for the quarter ended March 31, 1998 ($258,474) was
significantly larger than the quarter ending March 31, 1997 ($204,738) due to
the raising of additional funds and investment of such funds in additional
income producing properties. The Company did not have any adverse events
that significantly impacted net income during the quarter ended March 31,
1998, except the OPTO-22 property which has been unleased since October 15,
1997. The Company is attempting to locate a tenant to enter into a
long-term lease for the property. All tenants were current on their lease
obligations.
Rental revenue increased $64,671 (9%) due to a full quarter ownership of the
Tycom and two and one-half months ownership for the Sacramento property (as
compared to no ownership of the Roseville, Corona, and Sacramento properties
during the quarter ended March 31, 1997). Interest income increased $21,460
(207%) due to higher cash balances maintained during the quarter ended
March 31, 1998 as compared to the quarter ended March 31, 1997.
On October 31, 1997, the Company ("Seller") sold the North Palm Street
Property to a unrelated buyer. The total sales price was $2,515,860 in cash.
The Seller paid the existing first deed of trust, which as of October 31,
1997 totaled $971,305. During 1997, the Company recognized a $262,168 gain
on the sale of the North Palm Street property in Brea, California.
Operating expenses increased $7,406 (20%) due to lower common area maintenance
and consulting services during the quarter. Interest expense decreased
$10,403 (4%) as a reflection of the Company acquiring the Sacramento property
for cash during 1998. No additional debt was taken on in connection with
this additional property acquisition. Despite the large debt amounts, the
Company is still below the maximum 50% debt a maximum that is allowed by the
Company's by-laws (debt was approximately 36% of property cost (as defined in
the by-laws) at March 31, 1998). General and administrative costs increased
$4,742 (6%) due to higher advisory and monitoring fees related to the
Company. General and administrative costs decreased as a percentage of
revenue going from 11% in 1997 to 10% in 1998. Depreciation and amortization
expense increased $49,803 (42%) as the result of the ownership of additional
properties during 1998 as compared to 1997. Net income of $258,474 for the
quarter ended March 31, 1998 was $53,736 (26%) higher than the three months
ended March 31, 1997.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The average number of shares outstanding during 1998 was 2,247,145 vs.
1,641,233 in 1997. Partly because of the greater number of shares
outstanding, the net income per share decreased from $.13 in 1997 to $.12 in
1998. If this figure is analyzed using flow of funds - that is net income
plus depreciation expense - then the amount in 1998 was $.19 per share vs.
$.20 per share in 1997.
During the quarter ended March 31, 1998, the Company declared dividends
totaling $455,614, compared to dividends of $325,906 declared for the quarter
ended March 31, 1997. Cash basis income for the quarter ended March 31, 1997
was $427,742. This was derived by adding depreciation and amortization
expense to net income. Thus, cash distributions this quarter were $27,872
greater than cash basis net income. In comparison, distributions in the
first quarter 1997 were $1,703 greater than cash basis income of $324,203.
In either event, the Company continued to qualify as a REIT in 1998, and
liquidity of the Company continues to be strong.
In summary then, the operating performance of the Company continued to improve
as additional funds were raised, additional property was acquired, and all
properties were operated profitably.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 130 (SFAS No. 130) "Reporting
Comprehensive Income," issued by the Financial Accounting Standards Board is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. The Company
has not determined the effect on its financial position or results of
operations, is any, from the adoption of this statement.
Statement of Financial Accounting Standards No. 131 (SFAS No. 131),
"Disclosure about Segments of an Enterprise and Related Information," issued
by the Financial Accounting Standards Board is effective for financial
statements with fiscal years beginning after December 15, 1997. The new
standard requires that public business enterprises report certain information
about operating segments in complete sets of financial statements of the
enterprises and in condensed financial statements of interim periods issued
to shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic areas
in which they operate and their major customers. The Company has not
determined the effect on its financial position or results of operations, if
any, from the adoption of this statement.
<PAGE>
WEST COAST REALTY INVESTORS, INC.
PART II
O T H E R I N F O R M A T I O N
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) Information required under this section has been included in the
financial statements.
(b) Reports on Form 8-K
None
<PAGE>
WEST COAST REALTY INVESTORS, INC.
S I G N A T U R E S
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.
WEST COAST REALTY INVESTORS, INC.
(Registrant)
May 5, 1998 By: WEST COAST REALTY ADVISORS, INC.
A California Corporation,
Advisor
Neal E. Nakagiri
Director and Executive Vice President / Secretary
May 5, 1998
Michael G. Clark
Vice President / Treasurer
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