FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 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. 2,932,762 SHARES
OUTSTANDING AS OF AUGUST 13, 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 six months ended June 30, 1998 and 1997, have been made in the
following financial statements which are normal and recurring 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
JUNE 30, 1998 (UNAUDITED) AND DECEMBER 31, 1997
<CAPTION>
JUNE 30, December 31,
1998 1997
<S> <C> <C>
ASSETS
Rental real estate, less accumulated
Depreciation (Note 2) $33,721,180 $27,322,612
Cash and cash equivalents 3,951,411 2,099,857
Deferred rent 351,922 288,411
Loan origination fees, net of accumulated
amortization of $58,558 and $51,603 142,041 89,260
Other assets 91,397 38,951
TOTAL ASSETS $38,257,951 $29,839,091
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $12,037 $130,076
Due to related party (Note 5(e)) 590,159 187,267
Dividends payable (Note 8) 436,594 ---
Security deposits and prepaid rent 313,637 366,921
Other liabilities 85,897 107,032
Notes payable (Note 6) 13,068,301 11,194,832
TOTAL LIABILITIES 14,506,625 11,986,128
COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock, $.01 par-shares authorized,
5,000,000 shares issued, 2,888,319 and 2,163,561
shares outstanding in 1998 and 1997, respectively 28,883 21,635
Additional paid-in capital 25,809,659 19,313,678
Deficit (2,087,216) (1,482,350)
TOTAL STOCKHOLDERS' EQUITY 23,751,326 17,852,963
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $38,257,951 $29,839,091
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
WEST COAST REALTY INVESTORS,INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
<CAPTION>
COMMON STOCK ADDITIONAL PAID
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)
Treasury stock 16,678 167 --- ---
Issuance of stock, net 708,080 7,081 6,386,865 ---
Equity contribution by Affiliates
through expense reimbursements --- --- 109,116 ---
Net income --- --- --- 287,342
Dividends declared (Note 8) --- --- --- (892,208)
BALANCE AT JUNE 30, 1998 2,888,319 $28,883 $25,809,659 $(2,087,216)
</TABLE>
<TABLE>
SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
<CAPTION>
COMMON STOCK ADDITIONAL PAID
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 273,280 2,733 2,337,366 ---
Equity contribution by Affiliates
through expense reimbursements --- --- 55,569 ---
Net income --- --- --- 382,291
Dividends declared (Note 8) --- --- --- (688,348)
BALANCE AT JUNE 30, 1997 1,823,887 $18,239 $16,254,698 $(1,278,435)
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
WEST COAST REALTY INVESTORS,INC.
STATEMENTS OF INCOME
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE THREE MONTHS SIX MONTHS SIX MONTHS
MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES:
Rental $868,706 $717,926 $1,663,262 $1,447,812
Interest 30,238 22,578 62,074 32,953
898,944 740,50 1,725,336 1,480,76
COSTS AND EXPENSES:
Operating 38,910 31,442 67,760 67,696
Property taxes 27,850 27,72 51,626 55,445
Property management fees-
-related party (Note 5 (d)) 30,190 26,313 59,284 55,803
Interest 237,026 275,565 470,770 519,712
General and administrative 353,635 82,445 436,821 160,888
Depreciation and amortization 182,465 119,465 351,733 238,930
870,076 562,952 1,437,994 1,098,474
NET INCOME $28,868 $177,552 $287,342 $382,291
NET INCOME PER SHARE (NOTE 8) $.01 $.10 $.12 $.23
</TABLE>
[FN]
See accompanying notes to financial statements.
<PAGE>
<TABLE>
WEST COAST REALTY INVESTORS,INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
<CAPTION>
SIX MONTHS Six Months
ENDED Ended
INCREASE (DECREASE) IN CASH AND CASH JUNE 30,1998 June 30,1997
EQUIVALENTS
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $287,342 $382,291
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 344,778 232,840
Interest expense on amortization of loan
origination fees 6,955 6,090
Increase (decrease) from changes in:
Accounts receivable (63,511) (80,652)
Other assets (52,446) 47,983
Accounts payable (118,039) 19,024
Due to related party 402,892 24,266
Security deposits and prepaid rent (53,284) 62,205
Other liabilities (21,135) (6,911)
NET CASH PROVIDED BY OPERATING ACTIVITIES 733,552 687,136
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to rental real estate (6,743,346) (4,907,441)
NET CASH (USED IN) INVESTING ACTIVITIES (6,743,346) (4,907,441)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net 6,394,114 2,340,434
Equity contribution by Affiliates through
expense reimbursements 109,116 55,569
Dividends declared and paid (455,614) (629,458)
Increase in notes payable 2,000,000 2,300,000
Payments on notes payable (126,531) (106,620)
(Increase) in loan origination fees (59,737) ---
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,861,348 3,959,925
NET INCREASE (DECREASE) IN CASH AND CASH 1,851,554 (260,380)
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,099,857 2,017,194
CASH AND CASH EQUIVALENTS, END OF PERIOD $3,951,411 $1,756,814
</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 June 30, 1998, the income statements and
statements of cash flow for the six month periods ended June 30, 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 six month period ended
June 30, 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 Code. The Company has complied with all requirements imposed
on REIT's for 1997 and 1996 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 and 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 on
owning and operating 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.
RENTAL INCOME
Rental income is recognized on a straight-line basis to the extent that rental
income is deemed collectable. Where there is uncertainty of collecting higher
scheduled rental amounts, due to the tendency of tenants to renegotiate their
leases for lower amounts, rental income is recognized as amounts are
collected.
<PAGE>
WEST COAST REALTY INVESTORS,INC.
SUMMARY OF ACCOUNTING POLICIES
(Continued)
CASH AND CASH EQUIVALENTS
The Company considers cash in bank, liquid money market funds, and all highly
liquid certificates of deposits, 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
Comprehensive Income," issued by the Financial Accounting Standards Board is
Statement of Financial Accounting Standards No. 130 (SFAS No. 130) "Reporting
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, if 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 did not effect earnings
per share for the fiscal year ended December 31, 1997 and prior years.
<PAGE>
WEST COAST REALTY INVESTORS,INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 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 June 30, 1998 the Company has raised $28,827,146
in capital.
Sales commissions and wholesaling fees, representing 8% 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 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 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)
Chino, California April 9, 1998 1,859,338
Vacaville, California May 20, 1998 2,735,307
<PAGE>
WEST COAST REALTY INVESTORS,INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 2 - RENTAL PROPERTIES (CONTINUED)
THE MAJOR CATEGORIES OF PROPERTY ARE:
JUNE 30, 1998 DECEMBER 31, 1997
Land $ 11,564,090 $ 9,449,150
Buildings and improvements 23,644,941 19,016,532
35,209,031 28,465,682
Less accumulated depreciation 1,487,851 1,143,073
Net rental properties $ 33,721,180 $ 27,322,612
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% of total rental revenue in
1998;
Four tenants accounted for 20%, 16%, 16% and 15% of total rental revenue in
1997;
Five tenants accounted for 23%, 19%, 18%, 12% and 10% of total rental revenue
in 1996;
NOTE 3 - OTHER ASSETS
Other assets consists of the following:
JUNE 30, 1998 DECEMBER 31, 1997
Deposits and prepaid expenses $91,397 $38,951
Organization costs 14,330 14,330
105,727 53,281
Less accumulated amortization 14,330 14,330
Net other assets $91,397 $38,951
<PAGE>
WEST COAST REALTY INVESTORS,INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 4 - FUTURE MINIMUM RENTAL INCOME
As of June 30, 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:
JUNE 30, 1998 DECEMBER 31,1997
1998 ................................. $1,458,017 $2,822,600
1999 ................................. 3,379,171 2,864,178
2000 ................................. 3,391,476 2,906,830
2001 ................................. 3,288,737 2,834,342
2002 ................................. 3,159,822 2,704,149
Thereafter ........................... 13,213,555 11,772,647
Total $27,890,778 $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 real
property 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 AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 5 - RELATED PARTY TRANSACTIONS (CONT.)
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:
SIX MONTHS FOR THE YEAR ENDED
ENDED DECEMBER 31, 1997
JUNE 30, 1998
Syndication fees $984,865 $262,833
Acquisition fees and financing fees 477,407 384,719
Overhead expenses 12,000 24,000
$1,474,272 $671,552
(b) At June 30, 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 $417,217 for the six months ended June 30, 1998 and $198,374 for
the six months ended June 30, 1997.
(d) Property management fees earned by WCRM totaled $30,190 and $26,313
for the three months ended June 30, 1998 and 1997, respectively. For the six
months ended June 30, 1998 and 1997, WCRM earned $59,284 and $55,803,
respectively, in property management fees.
(e) The Corporation had related party accounts payable as follows:
JUNE 30, 1998 DECEMBER 31, 1997
Associated Securities Corp. $ 5,403 $ 6,152
West Coast Realty Management 30,190 23,192
West Coast Realty Advisors 554,566 157,923
$590,159 $187,267
<PAGE>
WEST COAST REALTY INVESTORS,INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 6 - NOTES PAYABLE
Notes payable are made up of the following:
JUNE 30, 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 _____ $610,002 $ 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 June
30, 1998), and may never go below 6.5% or above
11.0%, monthly principal and interest payments are
$12,723 due October 1, 2003 _____________ 1,679,127 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 __________ 549,636 556,403
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 __ 1,161,686 1,167,149
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_ 2,022,506 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 ______________ 2,063,692 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____ 325,159 329,083
<PAGE>
WEST COAST REALTY INVESTORS,INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 6 - NOTES PAYABLE (CONT.)
Notes payable are made up of the following: (cont.)
JUNE 30, DECEMBER 31,
1998 1997
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 ______ $371,203 $ 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 June 30, 1998),
monthly principal and interest payments are $17,469
due June 30, 2007__________________ 2,285,290 2,302,108
7.375% promissory note secured by a Deed of Trust on
the Sacramento (Laufen Tile) property, monthly
principal and interest payments are $7,309, due June
1, 2011 ___________________ 1,000,000 ---
7.375% promissory note secured by a Deed of Trust on
the Corona property, monthly principal and interest
payments are $7,309, due June 1, 2011 ______ 1,000,000 ---
Total Notes Payable $13,068,301 $11,194,832
The fair value of the notes are approximately $13,050,000 and $11,128,000 at
June 30, 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 AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 6 - NOTES PAYABLE (CONT.)
The aggregate annual future maturities at June 30, 1998 and December 31, 1997
are as follows:
YEAR ENDING JUNE 30, 1998 DECEMBER 31, 1997
1998 ................................. $ 147,323 $ 257,341
1999 ................................. 307,589 277,629
2000 ................................. 333,092 300,845
2001 ................................. 362,851 328,143
2002 ................................. 686,707 649,352
Thereafter ........................... 11,230,739 9,381,522
Total $13,068,301 $11,194,832
NOTE 7 - DIVIDEND REINVESTMENT PLAN
The Company had 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. The Company eliminated the Dividend
Reinvestment Plan effective April 22, 1998.
NOTE 8 - NET INCOME AND DIVIDENDS PER SHARE
Net Income Per Share for the three months ended June 30, 1998 and 1997 was
computed using the weighted average number of outstanding shares of 2,401,836
and 1,698,025, respectively.
Dividends declared during the first six months 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
April 1, 1998 2,345,825 0.0558 130,897
May 1, 1998 2,590,131 0.0558 144,529
June 1, 1998 2,888,319 0.0558 161,168
TOTAL $892,208
<PAGE>
WEST COAST REALTY INVESTORS,INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
AND DECEMBER 31, 1997
NOTE 8 - NET INCOME AND DIVIDENDS PER SHARE (CONT.)
OUTSTANDING AMOUNT TOTAL
RECORD DATE SHARES PER SHARE DIVIDEND
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
April 1, 1997 1,810,916 0.0666 120,606
May 1, 1997 1,815,579 0.0666 120,918
June 1, 1997 1,815,579 0.0666 120,918
TOTAL $688,348
NOTE 9 - SUBSEQUENT EVENTS
(a) In July 1998, the Company paid dividends totaling $436,594 ($0.0558 per
share per period), payable to shareholders of record on April 1, May 1, and
June 1, 1998, respectively (Note 8).
(b) On August 3, 1998, a total of $443,340 in proceeds from the sale of
shares in the Company's current offering was released from an escrow account,
and 44,442 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 or 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 June 30, 1998, the Company had raised
$28,827,146 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 to hold
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; and
(3) Provide capital gains through potential appreciation.
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 real property 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 six months ended June 30, 1998 the Company declared dividends
totaling $892,208, compared to the six months ended June 30, 1997, when the
Company declared dividends totaling $688,348. 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 six months ended June 30, 1998 the Company raised an additional
$6,394,114 in net proceeds as the result of the sale of shares from its fourth
public offering. The Company 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
needs, based upon the above four points.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
The first point refers to the risk of the Company's investments. At June 30,
1998, the Company's excess funds were invested in a short-term money market
fund. The purchase of rental real estate properties have been made either
entirely with cash or the use of moderate leverage. During the six months
ended June 30, 1998, notes payable pertaining to property acquisitions by the
Company increased $2,000,000 due to the refinancing of purchased income-
producing properties, while cash used in principal repayments of notes
totaled $126,531. 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
1998 through 2011. 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 businesses under long-term
leases, which makes the properties easier to sell or 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 June 30, 1998. Virtually all
funds raised were invested in a short-term money market fund. As of June 30,
1998, the Company has allocated approximately $850,000 towards a "reserve"
fund (3% of gross funds raised, as disclosed in the Company's latest
prospectus), $437,000 of cash held pending distribution to investors,
$150,000 of cash to be used for current mortgage and accounts payable
commitments, $314,000 in tenant security deposits, and the balance--
$2,200,000-- expected to be invested in future property acquisitions. The
Company's operations generated $639,075 in net operating cash flow in the
six months ending June 30, 1998 (net income plus depreciation 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
Company is careful not to make distributions in excess of the income
available. The Company 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)
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
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 - FOR THE SIX MONTHS ENDED JUNE 30, 1998 VS. THE SIX MONTHS
ENDED JUNE 30, 1997
Cash resources increased $1,851,554 during the six months ended June 30, 1998
compared to a $260,380 decrease in cash resources for the six months ended
June 30, 1997. Cash provided by operating activities amounted to $733,552
with the largest contributor being $632,120 in cash basis net income for the
six months ended June 30, 1998. In contrast, the six months ended June 30,
1997 provided $687,136 in cash from operating activities due primarily to
$615,131 in cash basis net income. The sole use of cash in investing
activities for the six months ended June 30, 1998 was $6,743,346 expended for
the acquisition of two additional properties located in Corona and Vacaville,
California. In contrast, the six months ended June 30, 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 six months ended
June 30, 1998, financing activities provided an additional $7,861,348 via the
sale of additional shares in the Company ($6,394,114 in net proceeds), and
$2,000,000 due to the refinancing of purchased income-producing properties
located in Corona and Sacramento, California, less dividends paid and payable
of $892,208 and repayments on notes payable of $126,531. In contrast, the
six months ended June 30, 1997, financing activities provided an additional
$3,959,925 via the sale of additional shares in the Company ($2,340,434 in
net proceeds), and $2,300,000 in financing obtained in connection with the
acquisition of the additional property located in Irvine, California, less
dividends paid and payable of $629,458 and repayments of notes payable of
$106,620.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS - 6 MONTHS ENDED JUNE 30, 1998 VS. 6 MONTHS ENDED
JUNE 30, 1997
Operations for the six months ended June 30, 1998 represented a full six
months of rental operations for all properties except Sacramento property
which was acquired on January 15, 1998, the Chino property which was acquired
on April 9, 1998 and the Vacaville property which was acquired on May 20,
1998.
Rental revenue increased $215,450 (14.9%) due to a full six months ownership
of the Irvine property and partial ownership of the Sacramento, Chino and
Vacaville properties (as compared to no ownership of these properties during
the six months ended June 30, 1997). Interest income increased $29,121
(88.4%) due to higher cash balances maintained in money market accounts
during the six months ended June 30, 1998 compared to the six months ended
June 30, 1997.
Operating expenses increased $64 (.1%). This immaterial increase resulted
primarily due to increased efficiency in managing the properties as well as
attempting to have the tenants absorb additional operating costs of the
properties. Interest expense decreased $48,942 (9.4%) as a reflection of the
Company acquiring the Sacramento, Chino and Vacaville properties for cash
during 1998. However, on June 1, 1998 the Corona and Sacramento properties
were refinanced and additional debt was taken on in connection with these
property acquisitions. Despite the large debt amounts, the Company is still
below the maximum 50% aggregate debt to equity ratio that is allowed by the
Company's by-laws (debt was 37% of property cost (as defined in the by-laws)
at June 30, 1998). General and administrative costs increased $275,933
(172%) due primarily to acquisition fees of $254,855 expended in connection
with additional property acquisitions, which were previously capitalized as
part of the cost of the property. The Company was required to begin
expensing acquisition fees in accordance with the Emerging Issues Task Force
97-11 "Accounting for Internal Costs Relating to Real Estate Property
Acquisitions". Depreciation and amortization expense increased $112,803
(47%) as the result of the ownership of additional properties during 1998 as
compared to 1997. Net income of $287,342 for the six months ended June 30,
1998 was $94,949 (24.8%) lower than the six months ended June 30, 1997.
This decrease in net income is primarily attributable to the $254,855 of
acquisition fees expensed in connection with the additional property
acquisitions, which were previously part of the cost of the property.
The average number of shares outstanding during 1998 was 2,401,836 vs.
1,698,025 in 1997. Partly because of the greater number of shares
outstanding, the net income per share decreased from $.23 in 1997 to $.12 in
1998. If this figure is analyzed using flow of funds - that is net income
plus depreciation expense, plus adding acquisition fee expense which was
incurred in 1998 and not 1997 - then the amount in 1998 was $.37 per share
vs. $.37 per share in 1997.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS - 6 MONTHS ENDED JUNE 30, 1998 VS. 6 MONTHS ENDED
JUNE 30, 1997 (CONT.)
During the six months ended June 30, 1998, the Company declared dividends
totaling $892,208, compared to dividends of $688,348 declared for the six
months ended June 30, 1997. Cash basis income for the six months ended
June 30, 1998 was $639,075. This was derived by adding depreciation and
amortization expense to net income. Thus, cash distributions during the six
months ended June 30, 1998 were $253,133 greater than cash basis net income.
In comparison, distributions in the first six months of 1997 were $67,127
greater than cash basis income of $621,221. In either event, the Company
continued to qualify as a REIT in 1998, and liquidity of the Company
continues to be strong.
RESULTS OF OPERATIONS - 3 MONTHS ENDED JUNE 30, 1998 VS. 3 MONTHS ENDED
JUNE 30, 1997
Operations for the three months ended June 30, 1998 represented a full quarter
of rental operations for all properties except for the Chino property which
was acquired on April 9, 1998 and the Vacaville property which was acquired
on May 20, 1998.
Rental revenue increased $150,780 (21%) due to a full quarter ownership of the
Corona and Sacramento properties and partial ownership for the Chino and
Vacaville properties (as compared to no ownership of these properties during the
quarter ended June 30, 1997). Interest income increased $7,660 (33.9%) due to
higher cash balances maintained in money market accounts during the quarter
ended June 30, 1998 compared to the quarter ended June 30, 1997.
Operating expenses increased $7,468 (23.8%). This increase was primarily the
result of additional common area maintenance expenses and property management
fees in connection with the acquisition of additional properties during the
quarter ended June 30, 1998, compared to the quarter ended June 30, 1997.
Interest expense decreased $38,539 (14%) as a reflection of the Company
acquiring the Sacramento, Chino and Vacaville properties for cash during 1998.
However, on June 1, 1998 the Corona and Sacramento properties were refinanced
and additional debt was taken on in connection with these property
acquisitions. Despite the large debt amounts, the Company is still below the
maximum 50% aggregate debt to equity ratio that is allowed by the Company's
by-laws (debt was 37% of property cost (as defined in the by-laws) at
June 30, 1998). General and administrative costs increased $271,190 (329%)
from the quarter ended June 30, 1997 to June 30, 1998, due primarily to
$254,855 of acquisition fees expended in connection with additional property
acquisitions, which were previously capitalized as part of the cost of the
property. The Company was required to begin expensing acquisition fees in
accordance with the Emerging Issues Task Force 97-11 "Accounting for Internal
Costs Relating to Real Estate Property Acquisitions".
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS _ 3 MONTHS ENDED JUNE 30, 1998 VS. 3 MONTHS ENDED JUNE 30,
1997 (CONT.)
Depreciation and amortization expense increased $63,000 (52.7%) from the
quarter ending June 30, 1997 to June 30, 1998 as the result of the ownership
of additional properties. Net income of $28,868 for the quarter ended
June 30, 1998 was $148,684 (83.7%) lower than the quarter ended
June 30, 1997. This decrease in net income is primarily attributable to the
$254,855 of acquisition fees expensed in connection with the additional
property acquisitions, which were previously part of the cost of the property.
The average number of shares outstanding during the quarter ending June 30,
1998 was 2,542,525 vs. 1,778,379 for the quarter ending June 30, 1997.
Partly because of the greater number of shares outstanding, the net income
per share decreased from $.10 for the quarter ended June 30, 1997 to $.01 for
the quarter ended June 30, 1998. If this figure is analyzed using flow of
funds - that is net income plus depreciation expense, plus adding acquisition
fee expense with was incurred in 1998 and not 1997 - then the amount for the
quarter ended June 30, 1998 would be $.18 per share vs. $.17 per share for
the quarter ended June 30, 1997.
During the quarter ended June 30, 1998, the Company declared dividends
totaling $436,594, compared to dividends of $362,442 declared for the quarter
ended June 30, 1997. Cash basis income for the quarter ended June 30, 1998
was $211,333. This was derived by adding depreciation and amortization
expense to net income. Thus, dividends declared during the quarter ended
June 30, 1998 were $225,261 greater than cash basis net income. In
comparison, dividends declared for the quarter ended June 30, 1997 were
$85,684 less than cash basis income of $211,333. 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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, if 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.
IMPACT OF YEAR 2000
Many existing computer systems and applications, and other control devices,
use only two digits to identify a year in the date field, without considering
the impact of the upcoming change in the century. As a result, such systems
and applications could fail or create erroneous results unless corrected so
that they can process data related to the Year 2000. The Company relies on
its systems, applications and devices in operating and monitoring all major
aspects of its business, including financial systems (such as general ledger,
accounts receivable, accounts payable and shareholder servicing), and
embedded computer chips, networks and telecommunications equipment and end
products. The Company also relies, directly and indirectly, on external
systems of business enterprises such as its advisor, lessees, suppliers,
creditors, financial organizations, and of governmental entities for
accurate exchange of data. The Company's current estimate is that the costs
associated with the Year 2000 issue will not have a material adverse effect
on the results of operations or financial position of the Company. However,
despite the Company's efforts to address the Year 2000 impact on its
internal systems, the Company may not have fully identified such impact or
whether it can resolve it without disruption of its business and without
incurring significant expense. In addition, even if the internal systems of
the Company are not materially affected by the Year 2000 issue, the Company
could be affected through disruption in the operations of the enterprises
with which the Company interacts.
<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
The Company is a defendant in a lawsuit entitled JOHN LONBERG AND
RUTHIE GOLDKORN V. SANBORN THEATERS, INC.; WEST COAST REALTY INVESTORS, INC.;
AND SALTS, TROUTMAN AND KANESHIRO, INC. The lawsuit was filed in the U.S.
District Court for the Central District of California.
The Company was added as a defendant in plaintiffs' First Amended
Complaint filed May 7, 1998, apparently due to the Company's status as
landlord for a movie theater known as the Riverside Market Place Cinema.
The plaintiffs alleged violations of the Federal Americans with
Disabilities Act and the California Unruh Civil Rights Act with respect to
their movie-going experiences, including inadequate physical accommodations
for wheelchair-bound quests and incompetent theater personnel to wait on them.
Sanborn is the tenant and theater operator. Troutman is the architect who
designed the theater and its interiors.
The plaintiffs seek actual damages of $1,000 for each violation of
law; three times actual damages; and attorneys' fees, expenses and costs.
The plaintiffs also seek mandatory injunctive relief requiring the defendants
to make the theater accessible to and useable by disabled individuals.
The Company believes it has complied with all applicable provisions
of law and intends to vigorously defend the allegations contained in the
lawsuit. The Company believes that the lawsuit will have no material impact
on the Company's continuing operations or overall financial condition.
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)
August 13, 1998 By: WEST COAST REALTY INVESTORS, INC.
A Delaware Corporation
W. Thomas Maudlin, Jr.
President
August 13, 1998
John R. Lindsey
Vice President / Treasurer
<PAGE>
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