FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended March 31, 1999
Commission File Number: 2-94509
LIF
(Exact name of registrant as specified in its governing instruments)
California 94-2969720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P. O. Box 130, Carbondale, Colorado 81623
(Address of principal executive offices)
(970) 963-8007
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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: [ ]
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIF
CONSOLIDATED BALANCE SHEETS, MARCH 31, 1999 AND DECEMBER 31, 1998
(Unaudited) (Dollars in thousands)
March 31, December 31,
1999 1998
ASSETS
INVESTMENTS IN REAL ESTATE:
Rental properties $ 1,959 $ 10,370
Accumulated depreciation (230) (2,958)
Rental properties - net 1,729 7,412
CASH AND CASH EQUIVALENTS (including
Interest bearing deposits of $4200
in 1999 and $263 in 1998) 4,221 566
OTHER ASSETS:
Accounts receivable-net 67 84
Prepaid expenses and deposits 2 23
Deferred organization costs and loan costs
(net of accumulated amortization of $148
in 1999 and $242 in 1998) 28 72
Notes receivable 1,801 1,793
Total other assets 1,898 1,972
TOTAL $ 7,848 $ 9,950
LIABILITIES AND PARTNERS' EQUITY LIABILITIES:
Notes payable $ 3,257 $ 8,470
Accounts payable 4 24
Liability for future improvement 74 83
Deferred gain on sale of real estate 0 0
Other liabilities 25 267
Total liabilities 3,360 8,844
PARTNERS' EQUITY
Limited Partners 4,663 1,281
General Partners (175) (175)
TOTAL $ 7,848 $ 9,950
Equity Units Authorized - Limited Partners 12,820 12,820
- General Partners 0 0
Equity Units Outstanding - Limited Partners 12,820 12,820
- General Partners 0 0
The accompanying notes are an integral part of the consolidated
financial statements.
LIF
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited) (In thousands except per share amounts)
1999 1998
REVENUE:
Rental $ 266 $ 429
Interest 16 6
Gain on sale 3,365 0
Total revenue 3,647 435
EXPENSE:
Interest 67 150
Operating 118 157
Depreciation and amortization 22 95
General and administrative 58 48
Total expense 265 450
NET INCOME (LOSS) $3,382 $ (15)
Net income (loss) - Limited Partners 3,382 (15)
Net income (loss) - General Partners 0 0
NET INCOME (LOSS) PER PARTNERSHIP UNIT:
Limited Partners 264 (1)
General Partners 0 0
264 (1)
The accompanying notes are an integral part of the consolidated
financial statements.
LIF
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND
THE YEAR ENDED DECEMBER 31, 1998
(Unaudited)(Dollars in thousands)
..LIMITED PARTNERS..
NUMBER OF GENERAL TOTAL
PARTNERSHIP PARTNER PARTNERS'
UNITS AMOUNT AMOUNT DEFICIT
BALANCE, JANUARY 1, 1998 12,820 $1,632 $ (153) $1,479
Net Loss - 1998 (159) 0 (159)
DISTRIBUTION (192) (22) (214)
BALANCE, DECEMBER 31, 1998 12,820 $1,281 $ (175) $1,106
Net loss 3,382 0 3,382
BALANCE, MARCH 31, 1999 12,820 $4,663 $ (175) $4,488
The accompanying notes are an integral part of the consolidated
financial statements.
LIF
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited) (Dollars in thousands)
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $3,382 $ (15)
Gain on sale of property (3,365) 0
Adjustments to reconcile net increase to net
cash provided by operating activities:
Depreciation and amortization 16 95
Change in operating assets and liabilities:
Increase (decrease) in other liabilities (245) (34)
Increase in accounts payable (19) 10
Increase in accounts receivable 18 (46)
Decrease in deferred expenses 44 0
Increase in prepaid expenses 20 (33)
Estimated cost to complete (8) 0
Net cash used in operating activities (157) (23)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures 0 (19)
Sale of investment property-net 9,031 0
Increase in notes receivable (7) 0
Net cash provided (used) in
investing activities 9,024 (19)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Financing 0 0
Payment on notes payable (5,212) (42)
Net (distribution) contribution 0 (192)
Net cash used by financing activities (5,212) (234)
Increase (decrease) in cash and
cash equivalents 3,655 (276)
Cash and cash equivalents at beginning
of period 566 570
Cash and cash equivalents at end of period $4,221 $ 294
The accompanying notes are an integral part of the consolidated
financial statements.
LIF
FINANCIAL NOTES
(Dollars in thousands)
The accompanying unaudited financial statements should be read in
conjunction with the Partnership's 1998 Annual Report. These
statements have been prepared in accordance with the instructions
to the Securities and Exchange Commission form 10-Q and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of the general partner, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for the
three months ended March 31, 1999 and 1998 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.
Organization - LIF (the "Partnership") is a limited partnership
organized under the laws of the state of California for the purpose
of investing in income properties and making short-term loan and
capital contributions to operating entities formed to acquire or
develop and operate one or more income producing real properties.
The General Partner is Partners '85 (the "General Partner"), a
California limited partnership, whose General Partner is Landsing
Equities Corporation. LIF was formed in June 1984, and shall
continue until December 31, 2034, unless sooner terminated.
Investment In Real Estate Partnership - At December 31, 1998 and
1997, the Partnership was invested in Landsing Private Fund
("P-21"), a 99%-owned real estate partnership. In 1997, Cattle
Creek Development Partners (CCDP) was liquidated into the
Partnership. CCDP was originally formed in 1994. During 1996,
the Partnership invested into 95% of a new entity - Alpine Center
Partners ("ACP"). ACP acquired rental real estate in Colorado
in 1996. The real estate was sold in 1997 and 1998.
Consolidation of Investment in Real Estate Partnerships - For
financial reporting purposes, the Partnership consolidates the
operations of it's investment in real estate partnerships with that
of the Partnership. All significant intercompany transactions,
including notes payable/receivable and short-term loans/receivables,
and balances have been eliminated.
Rental Property - Rental property is stated at cost. Depreciation is
computed by the straight-line method over estimated useful lives
ranging from five to forty years. Major additions and betterments
are capitalized at cost, while maintenance and repairs which do not
improve or extend the life of the respective assets are expensed
currently. When assets are retired or otherwise disposed of, the
costs and related accumulated depreciation are removed from the
accounts, and any gain or loss on disposal is included in the
results of operations.
Deferred Loan Costs - Loan fees are deferred and amortized over the
life of the related note payable.
Cash and Cash Equivalents - The Partnership considers all highly
liquid investments with a maturity of three months or less at the
time of purchase to be cash equivalents.
Short-Term Investments - The Partnership invests in short-term
federally insured certificates of deposits which mature on a date
in excess of three months from the date of purchase. The cost of
these investments approximate market value.
Income Taxes - No provision for federal or state income taxes has
been made in the consolidated financial statements because these
taxes are the obligation of the partners.
Net Income (Loss) Per Partnership Unit - Net Income (Loss) per
partnership unit is based on weighted average units outstanding of
12,820 in 1999 and 1998, after giving effect to net income
(loss) allocated to the General Partner. Cash distributions of $15
per unit were paid to limited partnership unit holders in 1998.
A distribution has been declared to unit holders of record as
of February 28, 1999 in the amount of $250 per unit.
Concentrations of Credit Risk - The Partnership's financial
instruments that are exposed to concentrations of credit risk
consist primarily of its cash and cash equivalents, and note
receivables. The Partnership's cash and cash equivalents are
maintained in various accounts in FDIC insured institutions. This
investment policy limits the Partnership's exposure to concentrations
of credit risk. The note receivables outstanding are held by two
related parties (see note 4). Due to the related party nature of
the receivables and the intention of the related parties to obtain
permanent financing from a bank within the next six months, credit
risk is considered minimal.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Impairment of Long-Lived Assets - The Partnership adopted Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for
the Impairment of Long-lived Assets and for Long-lived Assets to be
Disposed Of" during 1996. SFAS No. 121 requires that long-lived
assets and certain identifiable intangibles to be held and used
or disposed of by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. During 1999 and 1998, the
Partnership determined that no impairment loss need be recognized
for applicable assets of continuing operations.
Accounting Pronouncements - In June 1996, the Financial Accounting
Standards Board issued Statement No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities"
(SFAS No.125). This Statement is effective for transactions
occurring after December 31, 1996. However, transactions such as
securities lending, repurchase agreements, dollar rolls, and similar
secured financing arrangements are not subject to the provisions of
SFAS No. 125 until January 1, 1998. The standard provides that,
following a transfer of financial assets, an entity is to recognize
the financial and servicing assets it controls and the liabilities
it has incurred, derecognize financial assets when control has been
surrendered and derecognize liabilities when extinguished. The
adoption of SFAS No. 125 had no impact on the Partnership's
consolidated financial statements. The impact of the delayed
provisions is also not expected to be material.
Effective January 1, 1998, the Partnership adopted SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 requires that an
enterprise (a) classify items of other comprehensive income by their
nature in a financial statement and (b) display the accumulated
balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a
statement of financial condition. However, the Partnership had no
items of comprehensive income at March 31, 1999.
Effective January 1, 1998, the Partnership adopted SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information."
However, the Partnership does not have any reportable segments at
March 31, 1999.
Year 2000 - The Partnership is aware of the Year 2000 conversion issue.
It is management's assertion that the current accounting system
utilized by the Partnership has the capability to accommodate the Year
2000 issue. Management has also considered outside parties the
Partnership conducts business with. It is their belief that these
outside parties are already Year 2000 compliant or will be by mid-1999.
Management does not believe there will be a significant impact on the
Partnership's operations.
Fair Value of Financial Instruments - The fair value of certain
financial assets carried at cost, including cash and cash equivalents
and accounts receivable, are considered to approximate their
respective fair value. The fair value of accrued liabilities is
considered to approximate their respective book values due to their
short-term nature. The valuation of notes receivables and notes
payable with floating rates is estimated to be the same as carrying
value. Fair value of notes payable with fixed rates is estimated
based on quoted market prices for similar issues. At March 31, 1999
and December 31, 1998, fair value of notes payable approximate
carrying value.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
The Partnership was organized to acquire real properties, including
commercial, residential and agricultural properties, located primarily
within the western portion of the United States, and to make
short-term loans and capital contributions to other limited
partnerships formed to acquire or develop and operate one or more
income-producing real properties.
The Partnership currently has a 99% investment in Landsing Private
Fund-21 ("P-21") which sold its one multi-family rental property on
February 28, 1999. The Partnership currently owns a 95% investment
in Alpine Center Partners ("ACP") which does not own any real
property. The partnership also owns two retail rental properties,
which were formerly owned by CCDP. For financial reporting purposes
the Partnership's investments are presented on a consolidated basis.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Partnership's consolidated cash balance
totaled $4,221,000. Cash not required for current operations is placed
in federally insured financial instruments, certificates of deposit,
and money market funds which can be liquidated as needed. It is the
Partnership's intention to maintain adequate cash reserves for its
operations.
During the first quarter of 1999, the Partnership experienced a net
increase in cash and cash equivalents of $3,655,000. As of March 31,
1999, cash and cash equivalents totaled $4,221,000 versus $294,000
at December 31, 1998.
On June 3, 1996, the Partnership made a Short-Term Loan in the
principal amount of $550,000 to Alpine Center Partners, a Colorado
limited partnership ("ACP"). ACP was organized to acquire one
commercial property located in Carbondale, Colorado. The
Partnership also made a capital contribution to ACP in the amount
of $10,000 and became a Co-General Partner of ACP.
On September 30, 1997, the Partnership's investment in ACP sold
40.20% of the Alpine Center Building to Gary K. Barr (GKB). GKB is
the president of the General Partner of LIF. This sale resulted in
cash to ACP of $370,000. On September 30, 1997, ACP also sold 45.90%
of the Alpine Center Building to Open World Investors (OWI), of which
Gary K. Barr is a General Partner. This sale generated cash to ACP
of $420,000. ACP deferred a gain on sale from these two transactions
of $69,000. ACP provided seller financing to GKB and OWI in the
amounts of $864,300 and $986,850 respectively. The partnership's
investment in ACP owned 1.96% of the Alpine Center Building on
December 31, 1997. ACP reduced its short-term note payable to LIF
by $358,000. The balance of the note payable at December 31, 1997
was $227,000, which was purchased by Gary K. Barr in 1998. ACP's
share of the note payable was eliminated in the consolidation of
the Partnership's financial statements.
For financial reporting purposes, results of operations for P21
and ACP have been shown on a consolidated basis.
RESULTS OF OPERATIONS
Rental revenues were $266,000 for the quarter ended March 31, 1999,
a decrease of $163,000 compared to the first quarter of 1998. The
decline in rental revenues in 1999 versus 1998 was the result of
the sale of the Whistler Point Apartment Building and a reduction
in rent for 701 Cooper over the same period last year.
Operating expenses were $118,000 for the quarter ended March 31,
1999, a decrease of $39,000 compared to the first quarter of 1998,
which was the result of the sale of the Whistler Point Apartment
Building.
Net operating income of properties (rental revenue less operating
expenses) was $148,000 in 1999, a decrease of $124,000 from 1998.
Management believes net operating income is the best indication of
the properties' performance.
Interest income increased from $6,000 in 1998 to $16,000 in 1999.
The increase was due to the sale of Whistler Point Apartment Building
in February, 1999 with the proceeds in short-term investments until
distribution to unit holders.
On February 26, 1999, the Partnership sold the Whistler Point
Apartments for a cash sales price of $9,600 to an unrealted third
party. As part of this sale, debt of $5,207 was retired and a gain
of approximately $3,365 was recognized.
Interest expense decreased by $83,000 for the first quarter 1999,
compared to the first quarter 1998, due to the sale of Whistler
Point Apartment Building and the repayment of the associated debt.
Interest income and interest expense on loans by and between LIF
and its investments were eliminated in the consolidation of the
Company's financial statements.
Entity level general and administrative expenses, exclusive of
that at the property level, increased $11,000 in 1999 compared
to 1998. Portfolio management fees remained unchanged, due to
activity associated with the sale of Whistler Point Apartments.
OCCUPANCY
Occupancy at the two Partnership's properties remain stable during
the first quarter 1999. Occupancy at Valley View was 79.4% at
the end of the first quarter 1999. 701 Cooper remained vacant.
Both properties are for sale. 701 Cooper is not being actively
marketed to lease to tenants to allow owner/user prospects to
participant in the sale process.
DISTRIBUTIONS
In March 1998, the Partnership paid a cash distribution of $15
per unit to unit holders of record on February 28, 1998. A
distribution of $250 per unit was declared to unit holders of
record as of February 28, 1999. This distribution will be paid
in June, 1999.
INFLATION
The effect of inflation on the Partnership's operations have been
no greater than the effect on the economy as a whole. Because of
competitive conditions, market rate rents may increase or decrease
disproportionately with inflation while property operating costs
continue to follow inflationary trends. Inflationary conditions
are not expected to have a major impact on the Partnership during
1999.
PART II. OTHER INFORMATION
All items in Part II have been omitted since they are inapplicable or
the answer is negative.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
L I F
Date: May 15, 1999 /s/ Gary K. Barr
Gary K. Barr, President & Director
Landsing Equities Corporation
Managing Partner of the General Partner,
Partners '85