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....................................JUNE 30, 1995
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 0-17685
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
(EXACT NAME OF PARTNERSHIP AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA 56-1544869
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4000 PARK ROAD CHARLOTTE, NORTH CAROLINA 28209
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
PARTNERSHIP'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 523-9407
____________
INDICATE BY CHECK MARK WHETHER THE PARTNERSHIP (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
PARTNERSHIP WAS REQUIRED TO FILE SUCH REPORTS), AND [2] HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
_______ ________
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED) 3
CONDENSED STATEMENT OF INCOME
THREE MONTHS AND SIX
MONTHS ENDED
JUNE 30, 1995 AND 1994
(UNAUDITED) 4
STATEMENT OF PARTNERS' EQUITY
(DEFICIT) 5
(UNAUDITED)
CONDENSED STATEMENT OF CASH
FLOWS
SIX MONTHS ENDED JUNE
30, 1995 AND 1994
(UNAUDITED) 6
NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS 9
PART II. OTHER INFORMATION 10
SIGNATURES 12
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BASS INCOME PLUS FUND LIMITED PARTNERSHIP
CONDENSED BALANCE SHEET
JUNE 30, DECEMBER 31,
1995 1994
ASSETS (UNAUDITED)
RENTAL PROPERTIES, AT COST:
LAND $ 1,206,000 $ 1,206,000
BUILDINGS 9,718,137 9,718,137
FURNISHINGS AND FIXTURES 955,188 936,960
ACCUMULATED DEPRECIATION (2,752,852) (2,583,527)
9,126,473 9,277,570
CASH AND CASH INVESTMENTS 579,530 878,968
RESTRICTED ESCROW DEPOSITS 41,729 41,194
DEFERRED COSTS AND OTHER ASSETS, NET 194,359 119,066
TOTAL ASSETS $ 9,942,091 $ 10,316,798
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
MORTGAGE LOANS PAYABLE $ 9,063,294 $ 9,100,453
SECURITY DEPOSITS 36,780 29,850
ACCRUED LIABILITIES 79,665 28,274
TOTAL LIABILITIES 9,179,739 9,158,577
PARTNERS' EQUITY (DEFICIT):
LIMITED PARTNERS' INTEREST 787,605 1,183,515
GENERAL PARTNERS' DEFICIT (25,253) (25,294)
TOTAL PARTNERS' EQUITY 762,352 1,158,221
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 9,942,091 $ 10,316,798
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
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BASS INCOME PLUS FUND LIMITED PARTNERSHIP
CONDENSED STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS SIX MONTHS THREE MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1995 1995 1994 1994
REVENUE:
RENTAL INCOME $ 479,896 $ 963,773 $ 464,661 $ 913,279
INTEREST INCOME 3,248 6,540 3,560 7,330
OTHER OPERATING INCOME 19,935 47,177 25,544 52,711
503,079 1,017,490 493,765 973,320
OPERATING EXPENSES:
FEES AND EXPENSES TO AFFILIATES 62,178 128,262 58,925 122,012
PROPERTY TAXES AND INSURANCE 34,080 68,159 34,599 67,018
UTILITIES 26,455 54,273 24,547 51,237
REPAIRS AND MAINTENANCE 45,559 78,891 38,406 75,755
ADVERTISING 13,146 27,145 15,472 30,770
DEPRECIATION AND AMORTIZATION 60,380 177,701 117,321 234,642
OTHER 3,419 5,413 4,396 9,157
245,217 539,844 293,666 590,591
INTEREST EXPENSE 215,552 431,543 217,249 434,898
NONOPERATING EXPENSES 30,198 41,972 16,965 30,292
TOTAL EXPENSES 490,967 1,013,359 527,880 1,055,781
NET INCOME (LOSS) $ 12,112 $ 4,131 ($34,115) ($82,461)
NET INCOME (LOSS) ALLOCATED TO GENERAL PARTNERS $ 121 $ 41 ($341) ($825)
NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS $11,991 $ 4,090 ($33,774) ($81,636)
NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT, BASED
ON NUMBER OF UNITS OUTSTANDING (61,928) $ 0.19 $ 0.07 ($0.55) ($1.32)
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
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BASS INCOME PLUS FUND LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' EQUITY
(DEFICIT)
(UNAUDITED)
LIMITED GENERAL
PARTNERS PARTNERS TOTAL
BALANCE, JANUARY 1, 1995 $1,183,515 ($25,294) $1,158,221
DISTRIBUTION TO PARTNERS (400,000) 0 ($400,000)
NET INCOME 4,090 41 4,131
BALANCE, JUNE 30, 1995 $ 787,605 ($25,253) $ 762,352
LIMITED GENERAL
PARTNERS PARTNERS TOTAL
BALANCE, JANUARY 1, 1994 $1,436,600 ($23,647) $1,412,953
DISTRIBUTION TO PARTNERS (90,000) 0 ($90,000)
NET LOSS (81,636) (825) (82,461)
BALANCE, JUNE 30, 1994 $1,264,964 ($24,472) $1,240,492
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
-5-
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 4,131 ($82,461)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES-
DEPRECIATION AND AMORTIZATION 177,701 234,642
CHANGE IN ASSETS AND LIABILITIES:
INCREASE (DECREASE) IN ACCRUED AND OTHER
LIABILITIES 51,391 (29,227)
INCREASE IN ESCROWS AND OTHER ASSETS, NET (77,274) (73,856)
NET CASH PROVIDED BY OPERATING
ACTIVITIES 155,949 49,098
CASH FLOWS FROM INVESTING ACTIVITIES:
ADDITIONS TO RENTAL PROPERTIES (18,228) (17,673)
CASH FLOWS FROM FINANCING ACTIVITIES:
REPAYMENT OF MORTGAGE LOANS (37,159) (39,284)
DISTRIBUTION TO PARTNERS (400,000) (90,000)
NET CASH USED IN FINANCING ACTIVITIES (437,159) (129,284)
NET DECREASE IN CASH AND CASH INVESTMENTS (299,438) (97,859)
CASH AND CASH INVESTMENTS, BEGINNING OF YEAR 878,968 855,953
CASH AND CASH INVESTMENTS, JUNE 30 $ 579,530 $ 758,094
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THE FINANCIAL STATEMENTS.
-6-
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION
Bass Income Plus Fund Limited Partnership (the
Partnership) was organized to engage in the acquisition of
specified parcels of undeveloped real estate and to
construct, develop, operate, hold and dispose of income-
producing, multifamily residential apartment complexes. At
formation, the limited partnership interest consisted of two
classes of units, income units and growth units. Each
investment in limited partnership interest consisted of 60%
income units and 40% growth units. Limited partnership
interests had been sold at $100 per unit for a total of
$15,482,000. During December 1989, the Partnership
obtained mortgage financing on the rental properties. The
proceeds from the mortgage financing were used to return the
full amount of the capital contributions to the income unit
holders for a total distribution of $9,289,200.
Under the terms of the partnership agreement, net
income (loss) is to be allocated 99% to the limited partners
and 1% to the general partners. Cash distributions from
operations are to be distributed 100% to the limited
partners. Upon the sale or refinance of the partnership
properties, the partnership agreement specifies certain
allocations of net proceeds and taxable gain or loss from
the transaction.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Partnership records are maintained on the accrual
basis of accounting in accordance with generally accepted
accounting principles.
In the opinion of management, the accompanying
unaudited financial statements reflect all adjustments
(which include only normal recurring adjustments) necessary
to present fairly the Partnership's financial position as of
June 30, 1995, results of operations for the three months
and six months ended June 30, 1995 and 1994 and cash flow
for the six months ended June 30, 1995 and 1994.
3. RENTAL PROPERTIES
The rental properties consist of three residential
apartment complexes; Arrowood Crossing, The Chase and Sabal
Point II. All were constructed by an affiliate of the
general partners and contain 80, 120 and 88 rental units,
respectively. The complexes are located on three plots of
land purchased in 1988 from the managing general partner or
an affiliate of the general partners.
Affiliates of the general partners own residential
apartment complexes adjacent to Arrowood Crossing and Sabal
Point II. These complexes are sharing expenses related to
grounds, maintenance, leasing, management and other related
costs. The managing general partner believes that the
allocation of expenses to each partnership has been made on
a reasonable basis.
The Partnership has three mortgage loans payable to a
financial institution secured by the three rental
properties. Interest of 9.5% was payable monthly through
February 1992. Thereafter, principal and interest are due
in payments totaling $78,117 with the remaining principal
and any accrued interest due upon maturity in January 2000.
4. GENERAL PARTNERS AND RELATED PARTY TRANSACTIONS
The general partners are Marion F. Bass (The Individual
General Partner) and Marion Bass Real Estate Group, Inc.,
(The Managing General Partner). The rental properties are
managed by Marion Bass Properties, Inc., which is wholly
owned by Marion F. Bass.
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BASS INCOME PLUS FUND LIMITED PARTNERSHIP
Under the terms of the partnership agreement, the
general partners or their affiliates charged certain fees
and expenses during the six-month period ending June 30,
1995 as follows:
Management fee of 5% of gross revenues $50,258
Reimbursed maintenance salaries and benefits 33,813
Reimbursed property manager salaries and benefits 44,191
$128,262
The Partnership receives from an affiliated partnership
an agreed-upon amount each year for the use of its pool and
clubhouse located on the Partnership's property. The
Partnership has recorded as other operating income $5,926
for the six months ended June 30, 1995, under the terms of
this agreement.
The general partners and certain of their affiliates
also perform, without cost to the Partnership, day-to-day
investment, management and administrative functions of the
Partnership.
8
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
At June 30, 1995, partners' equity was $762,352 or 8%
of total assets and cash and cash reserves amounted to
$579,530. The Partnership had accrued liabilities of
$79,665 that consisted of 1995 property taxes of $59,772,
management fees due to an affiliate of $8,560, trade
accounts payable of $7,778, and resident prepaid rent of
$3,555.
Net cash provided by operations totaled $155,949 for
the six months ended June 30, 1995. This is compared to net
cash provided by operations of $49,098 for the corresponding
period in 1994. The Partnership had three 9.5% mortgage
loans in the amount of $9,063,294 outstanding at June 30,
1995. Principal payments of $37,159 were made during the
six month period ended June 30, 1995 on the amortizing
mortgage loans.
The 1995 operating plan and budget projects a net cash
flow from partnership activities (exclusive of changes in
assets and liabilities and distribution to partners) of
$16,000 at Arrowood Crossing, $127,000 at The Chase, and
$23,000 at Sabal Point II. The budget assumes that the
Partnership will achieve occupancy rates equivalent to 96%
at Arrowood Crossing, 97% at The Chase and 95% at Sabal
Point II. For the six months ended June 30, 1995, actual
combined average economic occupancy was 95% and actual net
cash flow from partnership activities (exclusive of changes
in assets and liabilities and distribution to partners) was
$126,445. Rents have been increased 5% over rates charged
in 1994 to offset any normal increase in operating expenses.
Capital expenditures of $23,799, $15,025 and $25,170 are
budgeted for Arrowood Crossing, The Chase and Sabal Point
II, respectively, and include mainly selected carpet and
vinyl replacements. As of June 30, 1995, actual capital
expenditures and additions to rental properties have totaled
$21,828, $8,926 and $7,583, respectively. On the basis of
these estimates and year-to-date results, the Partnership
believes that the cash flow from operations will be
sufficient to meet cash requirements, rebuild cash reserves
and provided distributions to partners. Funds totaling
$400,000 provided by cash reserves and 1994 operational net
cash flow were distributed to limited partners in January
1995. The next available distribution to partners is
scheduled for the first quarter of 1996 and is tentative
upon 1995 operating results.
Results of Operations
The following discussion relates to the Partnership's
operation of Arrowood Crossing, The Chase and Sabal Point II
for the three months and six months ended June 30, 1995 and
1994.
Results of operations for the three months ended June
30, 1995 reflect an average economic occupancy of 96%
compared to 96% for the corresponding period in 1994. A
second quarter comparison of 1995 and 1994 reflects higher
rental income of $15,235 during 1995 due to rents being
increased 5% to 8% over rates charged in 1994. Overall,
total income for the second quarter ended June 30, 1995 was
$9,314 higher than the corresponding period in 1994.
Operating expenses were $245,217 for the three months
ended June 30, 1995, compared to $293,666 for the
corresponding period in 1994 which reflects a variance of
$48,449. Fees and expenses to affiliates that consist of a
management fee of 5% of gross revenues and the reimbursement
of complex employee salaries and benefits were higher by
$3,253. Utilities were higher by $1,908. Repairs and
maintenance was $7,153 higher due to turnkey costs (expenses
associated with preparing rental units for occupation) and
lawn care.
After interest expense of $215,552 and nonoperating
expenses (partnership expenses and nonrecurring replacement
costs) of $30,198, partnership operations recognized a net
income of $12,112 for the three
9
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
months ended June 30, 1995. This is compared to a net loss of
$34,115 for the corresponding period in 1994.
Overall, the Partnership recognized a net increase in
total revenues of $44,170 (due to rents being increased 5%
to 8% over rates charged in 1994) and a net decrease in
operating expenses of $50,747 (due primarily to depreciation
and amortization) for the six months ended June 30, 1995
compared to the corresponding period in 1994. Fees and
expenses to affiliates were $6,250 higher in 1995 which
consisted of a management fee of 5% of gross revenues and
the reimbursement of complex employee salaries and benefits.
Utilities were higher by $3,036 due to rate increases by the
utility departments from 1994 and usage by the residents.
Repairs and maintenance was $3,136 higher due to normal lawn
care costs and turnkey costs in 1995. Other operating
expenses (which include partnership expense and nonrecurring
replacement costs) was $11,680 higher in 1995 due mainly to
asphalt repairs and plumbing repairs associated with a water
pipe breakage at Arrowood Crossing. After interest expense
of $431,543 and other operating expenses of $41,972, the
Partnership had a net income of $4,131 for the six months
ended June 30, 1995. This is compared to a net loss of
$82,461 for the corresponding period in 1994.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response: None
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(a) Copy of Limited Partnership Agreement dated as of August
6, 1987, filed as Exhibit 3(a) to the Partnership's
Form 10-K Annual Report for the fiscal year ended
December 31, 1987, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference.
3(b) Copy of Certificate of Limited Partnership dated as
of January 5, 1987, filed as Exhibit 3(b) to the
Partnership's Form 10-K Annual Report for the fiscal year
ended December 31, 1987, filed with the Securities and
Exchange Commission, which is incorporated herein by
reference.
4(a) Specimen Certificate for Growth Units, filed as
Exhibit 4(a) of Amendment No. 1 to
Partnership's Registration Statement on Form S-11 (No.
33-11797), filed with the Securities and Exchange
Commission on April 23, 1987, which is incorporated by
reference to such Form S-11.
10
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
4(b) Specimen Certificate for Income Units filed as Exhibit
4(b) of Amendment No. 1 to Partnership's Registration
Statement on Form S-11 (No. 33- 11797), filed with
the Securities and Exchange Commission on April
23, 1987, which in incorporated by reference to such
Form S-11.
(b) Report on Form 8-K. No reports on Form 8- K were filed
during the quarter covered by this report.
11
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Partnership has duly caused this
Report to be signed on its behalf by the undersigned
thereunto duly authorized.
BASS INCOME PLUS FUND LIMITED PARTNERSHIP
By Marion Bass Real Estate Group, Inc. as Managing General
Partner
By /s/ Marion F. Bass
Marion F. Bass, President
Date 8/7/95 hand written
By /s/ Robert J. Brietz
Robert J. Brietz, Executive Vice President
Date 8/7/95 hand written
12