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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITES EXCHANGE ACT OF 1934
For Year Ended December 31, 1996 Commission File Number 0-17717
FOUNDATION REALTY FUND, LTD.
(Exact name of Registrant as specified in its charter)
Florida 59-2802896
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code - (813) 573-3800
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference by Part III of this Form 10-K or any
amendment to this Form 10-K.
XX
Indicate by check mark whether the Registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securites Exchange Act of 1934
during the preceeding 12 months (or 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
Number of share outstanding of each of Registrant's classes of securites.
Title of Each Class Number of Units
December 31, 1996
Units of Limited Partnership 9,407
Interest: $1,000 per unit
DOCUMENT INCORPORATION BY REFERENCE
Part IV - Registration Statement S-11, File No. 33-13849
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
PART I
Item 1. Business
General Development of Business -
The Registrant is a Florida Limited Partnership ("Partnership") whose
General Partners are RJ Properties, Inc. ("RJP"), a majority-owned
subsidiary of Raymond James Financial, Inc., and J. Robert Love, an
individual (collectively, the "General Partners"). The Partnership was
formed under the laws of Florida and commenced operations
on January 12, 1988.
Financial Information about Industry Segments -
The Registrant is engaged in only one industry segment, the acquisition,
management and disposition of apartment properties.
Narrative Description of Business -
The Partnership's business is to acquire, manage, and eventually sell
apartment properties which offer the potential for providing periodic,
cash distributions to Limited Partners, capital appreciation, and
preservation and protection of the Limited Partners' Capital Contributions.
The Registrant has no direct employees. The General Partners have full
and exclusive discretion in management and control of the Partnership.
Item 2. Properties
As of December 31, 1996, the Partnership owned the properties listed below:
Purchase Current
Property Name and Location Date Cost
Oakwood Village Apartments
Atlanta, Georgia 1/22/88 $ 9,271,375
Springfield Apartments
Durham, North Carolina 9/22/88 $12,938,526
A summary of the apartment properties is as follows:
December 31, December 31,
1996 1995
Land $ 3,141,510 $ 3,141,510
Buildings 17,298,118 17,298,118
Furniture & Fixtures 1,770,273 1,674,517
Apartment Properties, at Cost 22,209,901 22,114,145
Less: Accumulataed Depreciation (5,759,354) (5,129,893)
$16,450,547 $16,984,252
Item 3. Legal Proceedings
The Registrant is not a party to material pending legal proceedings.
Item 4. Submission of Matters to Vote of Security Holders
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise during 1996.
PART II
Item 5. Market for the Registrant's Securities and Related Security
Holder Matters
(A) The Registrant's Limited Partnership interests are not publicly
traded. There is no market for the Registrant's Limited Partnership
interests and it is unlikely that any will develop.
(B) Approximate Number of Equity Security Holders:
Number of Record Holders
Title of Class as of December 31, 1996
Units of Limited Partnership Interest 731
General Partner Interest 2
Item 6. Selected Financial Data
1996 1995 1994 1993 1992
Total Revenues $ 3,541,450 $ 3,485,761 $ 3,285,708 $ 3,084,619 $ 2,903,523
Net Loss (150,117) (179,145) (273,540) (274,484) (463,097)
Total Assets 17,530,937 17,963,566 18,443,434 19,126,797 19,603,195
Notes Payable 17,196,565 16,700,035 16,278,673 15,864,980 15,485,357
Distributions to
Limited Partners
Per Partnership
Unit** $ 79.37 $ 76.87 $ 70.63 $ 67.50 $ 65.00
Loss Per $1,000
Limited Partners
Unit Outstanding $ (15.16) $ (18.09) $ (27.62) $ (27.72) $ (46.77)
Occupancy % 94.9% 95.4% 96.0% 94.4% 93.8%
Revenue per
Sq. Ft. $ 8.51 $ 8.37 $ 7.89 $ 7.41 $ 6.97
** For an investor admitted in January, 1988. None of the distribution
to Limited Partners represents a return of capital.
The above selected financial data should be read in conjunction with the
financial statements related notes appearing elsewhere in this report.
This statement is not covered by the auditor's opinion included elsewhere
in this report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Rental income for the twelve months ended December 31, 1996 was $3,400,522
as compared to $3,341,405 and $3,201,931 for the comparable periods ended
December 31, 1995 and December 31, 1994, respectively. Income from
property operations for the twelve months ended December 31, 1996 was
$1,402,132 as compared to $1,267,198 and $1,224,640 for the comparable
periods ended December 31, 1995 and Deecmber 31, 1994. The increase in
income from property operations was a result of the implementation of
several rental rate increases over the past two years which offset a slight
decrease in the occupancy rate. Depreciation expense decreased 9.7% or
$67,957 from 1995 to 1996. This decrease is a result of the appliance and
equipment fixed assets purchased in 1988 have reached their maximum
depreciable lives. Utility expenses decreased by 13.2% or $31,483 from
1995 to 1996. This decrease is attributable to a water utility credit
received in early 1996 from the city of Durham, North Carolina for
an overbilling to the Springfield Apartments in 1995. Operating payroll
costs increased $50,237 or
approximately 20% from 1994 and 1995. The increase in payroll costs at
the Oakwood Village Apartments is primarily responsible for this increase.
During 1995, a full-time assistant community director was hired for this
property. In addition, incentive compensation increased by $8,048 at both
properties in 1995. The increase in other operating cost of $17,825 from
1994 to 1995 is solely attributable to the higher costs of providing
property and liability insurance coverage at both properties.
Interest income increased from $18,255 for the twelve months ended
December 31, 1994 to $46,530 for the comparable period in 1995. This
increase resulted from higher rates of interest paid on investments
during the current year, and an increase in cash and cash equivalents
held by the Partnership. A small parcel of Oakwood Village land was
sold during 1995 to DeKalb County for a road widening project. The land,
which sold for $72,795 and had a cost basis of $6,853, netted a $65,942
gain for the Partnership.
Interest expense increased from $1,540,953 for the twelve months ended
December 31, 1995 to $1,581,264 for the twelve months ended December 31,
1996. This increase in interest expense is a result of increases to
the principal loan balance. The loan balance increases because interest
accrues and is added to the loan balance for the Oakwood Village First
Purchase Money Mortgage.
Net loss for the twleve months ended December 31, 1996 was $150,117 or
$15.16 per Limited Partnership Unit outstanding as compared to a loss of
$179,145 or $18.09 per Limited Partnership Unit for the comparable period
ended December 31, 1995 and $273,540 or $27.62 per Limited Partnership
Unit for the comparable period ended December 31, 1994. The primary source
of funds in 1997 will accumulate from rental operations and investment
earnings.
Cash distributios of $746,634, $723,116, and $664,418, were paid to limited
partners and cash distributions of $39,296, $38,058, and $26,302 were paid
to the general partners in 1996, 1995, and 1994 respectively.
Liquidity and Capital Resources
In management's opinion, working capital reserves and liquidity are
sufficient to meet the short-term operating need of the Partnership.
Long-term capital resources will be necessary to cover the mortgage
balloon payments of $8,779,077 in 1997 and $8,825,000 in 1998. In
management's opinion, proposed sources of funding to meet these
long-term obligations will include either a debt refinancing or property
sale.
Cash provided by operating activities increased by $27,880 from 1995 to 1996
The increase resulted primarily from a smaller net loss in 1996 and an
increase in unearned rents from 1995 to 1996 which offset cash used
to reduce accounts payable and pay the 1997 insurance premiums.
Cash used by investing activities totaled $95,756 for 1996 as compared
to $1,835 for 1995. Fixed asset additions totaled $95,756 and $74,630 for
1996 and 1995 respectively. A small parcel of Oakwood Village Apartments
land was sold for 472,795 during 1995 to DeKalb County for a road widening
project. The sale proceeds of the land parcel decreased cash used by
investing activities.
An increase in payments of notes payable
in 1995 is the reason for the decrease in cash used by financing
activities. $35,000 of the Oakwood Village land sale proceeds discussed
above was used to make a principal paydown on the Oakwood Village purchase
money first mortgage in 1995.
Item 8. Financial Statements and Supplementary Data
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
Part I - Financial Information
Page No.
Independent Auditor's Report 7
Balance Sheets as of December 31, 1996
and December 31, 1995 8
Statements of Operations -
For the Years Ended December 31, 1996,
1995 and 1994 9
Statements of Partners' Equity -
For the Years Ended December 31, 1996,
1995 and 1994 10
Statements of Cash Flows -
For the Years Ended December 31, 1996
1995 and 1994 11
Notes to Financial Statements 12-15
Financial Statement Schedules:
Schedule V - Land, Buildings and Equipment 20
Schedule VI - Accumulated Depreciation of
Buildings and Equipment 20
All other schedules have been omitted as not required, not applicable,
or the information required to be shown therein is included in the
financial statements and related notes.
To the Partners of Foundation Realty Fund, Ltd.
We have audited the accompanying balance sheets of Foundation Realty
Fund, Ltd. (a Florida Limited Partnership) as of December 31, 1996 and
1995, and the related statements of operations, partners' equity
and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion
of these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Foundation
Realty Fund, Ltd. as of December 31, 1996 and 1995 and the results
of its operations and its cash flows for each of the three years
in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedules listed under
Item 14 are presented for purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
SPENCE,MARSTON,BUNCH,MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
February 10, 1997
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
BALANCE SHEET
December 31, 1996 December 31, 1995
ASSETS
Aparment Properties, at Cost $22,209,901 $22,114,145
Less - Accumulated Depreciation (5,759,354) (5,129,893)
16,450,547 16,984,252
Cash and Cash Equivalents 1,069,572 978,730
Prepaid Expenses 10,818 584
TOTAL ASSETS $17,530,937 $17,963,566
LIABILITIES AND PARTNERS' EQUITY
Liabilites:
Notes Payable $17,196,565 $16,700,035
Accounts Payable 29,541 49,992
Security Deposits 93,797 95,630
Unearned Rent 55,837 26,735
TOTAL LIABILITIES 17,375,740 16,872,322
Partner's Equity:
Limited Partners' Equity (9,407 units
outstanding @ December 31, 1996 and
December 31, 1995 382,927 1,272,172
General Partner's Equity (227,730) (180,928)
TOTAL PARTNERS' EQUITY 155,197 1,091,244
TOTAL LIABILITES AND PARTNERS' EQUITY $17,530,937 $17,963,566
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENT OF OPERATIONS
(Unaudited)
FOR THE YEARS ENDED DECEMBER 31
1996 1995 1994
Property Operations:
Rental Income $3,400,522 $3,341,405 $3,201,931
Miscellaneous 95,477 97,826 65,522
3,495,999 3,439,231 3,267,453
Expenses:
Depreciation 629,461 697,418 690,978
Payroll 327,101 302,968 252,731
Real Estate Taxes 287,944 293,037 267,111
Utilities 207,051 238,534 200,952
Repairs & Maintenance 272,956 278,965 304,456
Property Management -
General Partner 173,690 171,294 162,372
Landscaping 84,483 85,111 77,332
Other 111,181 104,706 86,881
General and Administrative -
Affiliate 3,970 2,740 930
Other General and
Administrative 12,466 15,122 14,800
2,110,303 2,189,895 2,058,543
Income from Property
Operations 1,385,696 1,249,336 1,208,910
Interest Income 45,451 46,530 18,255
1,431,147 1,295,866 1,227,165
Other Exenses:
Interest 1,581,264 1,540,953 1,500,705
Net Loss before
Extraordinary Item (150,117) (245,087) (273,540)
Extraordinary Item -
Gain on Sale of Land -0- 65,942 -0-
Net Loss $ (150,117) $ (179,145) $ (273,540)
Allocation of Net Loss -
Limited Partners $ (142,611) $ (170,188) $ (259,863)
General Partners (7,506) (8,957) (13,677)
$ (150,117) $ (179,145) $ (273,540)
Net Loss Per Limited
Partnership Unit $ (15.16) $ (18.09) $ (27.62)
Number of Limited
Partnership Units 9,407 9,407 9,407
The accompanying notes are an integral part of these financial statements.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Limited General Total
Partners' Partners' Partners'
Equity Equity Equity
Balance, December 31, 1993 $3,089,757 $ (93,934) $2,995,823
Distribution to Partners (664,418) (26,302) (690,720)
Net Loss (259,863) (13,677) (273,540)
Balance, December 31, 1994 $2,165,476 $ (133,913) $2,031,563
Distribution to Partners (723,116) (38,058) (761,174)
Net Loss (170,188) (8,957) (179,145)
Balance, December 31, 1995 $1,272,172 $(180,928) $1,091,244
Distribution to Partners (746,634) (39,296) (785,930)
Net Loss (142,611) (7,506) (150,117)
Balance, December 31, 1996 $ 382,927 $(227,730) $ 155,197
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
1996 1995 1994
Net Cash Provided by
Operating Activities:
Net Loss $ (150,117) $ (179,145) $ (273,540)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by Operating
Activities:
Depreciation 629,461 697,418 690,978
Deferred Interest on
Notes Payable 533,038 489,739 446,629
Extraordinary Gain on
Sale of Land -0- (65,942) -0-
Changes in Operating
Assets and Liabilities:
(Increase) Decrease
in Prepaid Expense (10,234) (3) (5)
Increase (Decrease)
in Accounts Payable (20,381) 23,374 (560)
Increase (Decrease)
in Unearned Rents 29,102 17,394 (45,964)
Increase (Decrease)
in Security Deposits (1,833) (1,679) 1,689
(Decrease) in Interest
Payable -0- -0- (87,961)
Net Cash Provided
by Operating Activities 1,009,036 981,156 731,266
Net Cash Flows from Investing
Activities:
Proceeds from the Sale
of Land -0- 72,795 -0-
Improvements to Apartment
Properties (95,756) (74,630) (52,132)
Net Cash Used in Investing
Activities (95,756) (1,835) (52,132)
Net Cash Flows from Financing
Activities:
Distributions to Partners (785,930) (761,174) (690,720)
Payments of Notes Payable (36,508) (68,377) (32,936)
Net Cash Used by Financing
Activities (822,438) (829,551) (723,656)
Increase (Decrease) in Cash 90,842 149,770 (44,522)
Cash at Beginning of Year 978,730 828,960 873,482
Cash at End of Year 1,069,572 978,730 828,960
Supplemental Cash Flow Information:
Interest Paid 1,048,083 1,051,214 1,072,173
Supplemental Disclosure of Non-Cash
Financing Activities:
Deferred Interest on Morgage
Note Payable 533,038 489,739 446,629
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
NOTE 1 - ORGANIZATION:
Foundation Realty Fund, Ltd. (the "Partnership"), a Florida Limited
Partnership, was formed April 14, 1987 under the laws of Florida.
Operations commenced on January 12, 1988. The Partnership operates two
apartment properties. The Partnership will terminate on December 31, 2020,
or sooner, in accordance with the terms of the Limited Partnerhip
Agreement. The partnership has received Limited and General Partner
capital contributions of $9,407,000 and $1,000 respectively. J. Robert
Love, an individual, and RJ Properties, Inc., a majority owned subsidiary
of Raymond James Financial, Inc. are the General Partners and manage
and controlthe business of the Partnership.
Operating profits and losses are allocated 95% to the limited partners and
5% to the general partners. Cash from operations will be shared 95% by the
limited partners and 5% by the general partners; however, distributions
to the general partners are subordinated to certain preferred returns
to the limited partners. Profit and loss and cash distributions from sales
of properties will be allocated as formulated in the Limited Partnership
Agreement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Partnership utilizes the accrual basis of accounting wherby revenues
are recognized when earned and expenses are recognized as obligation
are incurred.
Cash and Cash Equivalents
It is the Partnership's policy to include short-term investments with an
original maturity of three months or less in cash and cash equivalents.
These short-term investments are comprised of money market funds, and
repurchase agreements.
Restricted Cash
Cash and cash equivalents include $108,773 at December 31, 1996 and
$46,756 at December 31, 1995 of cash held in escrow for the payment of
real estate taxes. Cash and cash equivalents also include $93,797 at
December 31, 1996 and $95,630 at December 31, 1995 of tenant security
deposits held in escrow account.
Income Taxes
No provision for income taxes has been made in these financial statements,
as income taxes are a liability of the partners rather than of the
Partnership.
Concentrations of Credit Risk
Financial instruments which potentially subject the partnership to
concentrations of credit risk consist principally of cash investments
in high credit quality financial institutions.
Depreciation
The apartment buildings are being depreciated over 35 years using the
straight-line method. Furniture and fixtures are being depreciated over
eight years using the straight-line method.
Reclassifications
Certain accounts in the prior year financial statements have been
reclassed for comparison purposes to conform with the presentation
in the current year financial statements.
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that
affect certain reported amounts and disclosures. These estimates are
based on management's knowledge and experience. Accordingly, actual
results could differ from these estimates.
NOTE 3 COMPENSATION, REIMBURSEMENTS, AND ACCRUALS TO THE GENERAL
PARTNERS AND AFFILIATES:
The General Partners and affiliates are entitled to the following types
of compensation and reimbursement for costs and expenses incurred for
the Partnership for the years ended December 31:
1996 1995 1994
Property Management Fees $ 173,690 $ 171,294 $ 162,372
General & Administrative Costs 3,970 2,740 930
NOTE 4 - LEASES AND APARTMENT PROPERTIES:
The Partnership owns apartment complexes leased to residents under
short-term operating leases. A summary of the apartment properties
is as follows:
December 31, 1996 December 31, 1995
Land $ 3,141,510 $ 3,141,510
Buildings 17,298,118 17,298,118
Furniture & Fixtures 1,770,273 1,674,517
Apartment Properties at Cost 22,209,901 22,114,145
Less: Accumulated Depreciation (5,759,354) (5,129,893)
$ 16,450,547 $ 16,984,252
NOTE 5 - TAXABLE INCOME:
The Partnership's taxable income differs from financial income primarily
due to depreciation which is recorded under the Modified Accelerated
Cost Recovery System (MACRS). The following is a reconciliation
between net loss as reported and partnership loss for tax purposes:
1996 1995 1994
Net loss per financial statements $150,117 $179,145 $273,540
Tax depreciation in excess of
financial depreciation 45,473 20,228 83,168
Partnership loss for tax purposes $195,590 $199,373 $356,708
NOTE 6 - NOTES PAYABLE:
The notes payable at December 31, 1996 and 1995 consist of the following:
1996 1995
Oakwood Village
Purchase money first mortgage, interest accrues
monthly at 9.25% and is added to principal.
Final payment of $6,491,902 (including
$3,926,902 of accrued interest) is due
9/29/97. The outstanding balance includes
$3,496,519 of deferred interest in 1996 and
$2,963,481 in 1995. $6,061,519 $5,528,481
Purchase money second mortgage at 9% payable
monthly installments including principal and
interest of $20,518 through 9/29/97. Final
principal payment of $2,280,435 is due
9/29/97. 2,310,046 2,346,554
Springfield
Purchase money first mortgage payable in
monthly installments of interest only until
9/1/98 when the loan matures. Rate from
10/1/91 through 9/1/98 is 9.50%. 8,825,000 8,825,000
$17,196,565 $16,700,035
The aggregate amount of principal and deferred interest payments due
in the years after December 31, 1996 are:
1997 $ 8,371,565
1998 8,825,000
$17,196,565
NOTE 7 - EXTRAORDINARY GAIN:
On September 21, 1995, .16 acre of the Oakwood Village Apartment's land
was condemned by DeKalb County, Georgia for a road widening project.
The Partnership received $72,795 for the condemed land parcel. The
land, which had a basis of $6,853, resulted in an extraordinary gain
of $65,942.
NOTE 8 - SUBSEQUENT EVENT:
On February 17, 1997, the Partnership paid distributions of $188,140 to
the limited partners and $9,902 to the general partners.
Item 9. Disagreements on Accounting and Financial Disclosures
Not applicable.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or officers.
Item 11. Executive Compensation
The Partnership has no directors or officers.
Item 12. Security Ownership of Certain Beneficial Owners & Management
The Registrant is a Limited Partnership and therefore does not
have voting shares of stock. To the knowledge of the Partnership,
no person owns a record or benificially, more than 5% of the
Partnership's outstanding units.
Item 13. Certain Relationships and Related Transactions
The General Partners and affiliates are entitled to the following
types of compensation and reimbursements for costs and expenses:
Total Incurred by the Partnership
for the period ended December 31,
1996 1995 1994
Property management fees are paid to
the General Partners for services
performed in connection with, among
other things, the day to day
management to the Limited Partnership's
properties. As compensation for
management services they perform, the
General Partners are paid a monthly fee
equal to 5% of the monthly gross receipts
from residential property. These fees are
included in the Statement of Operations. $173,690 $171,294 $162,372
Affiliates of the General Partners are
reimbursed for general and administrative
expenses of the partnership on an
accountable basis. This expense is included
in the Statement of Operations. Direct
costs are paid by the Partnership. 3,970 2,740 930
The General Partners receive 5% of cash
frpm operations subject to certain
subordination agreements. In addition,
the General Partners are allocated 5%
of all tax items. 39,296 38,058 26,302
PART 4
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
A. 1. Financial Statements - see accompanying index to financial
statements, Item 8.
2. Financial Statements Schedules - see accompanying index
to financial statements, Item 8.
3. Exhibit Index -
Table Number Page
1.1 Form of Soliciting Dealer Agreement *
1.2 Form of Escrow Agreement between Foundation Realty Fund, Ltd.
and Southeast Bank, NA *
2 Plan of acquisition, organization, arrangement, liquidation
or succession **
3.1 The form of Partnership Agreement of the Partnership *
3.2 Articles of Incorporation of RJ Properties, Inc. *
3.2.1 By-laws of RJ Properties, Inc. *
3.3 Certificate of Limited Partnership of Foundation Realty Fund,Ltd. *
4 Instruments defining the rights of security holders
including debentures **
5.1 Summary of appraisal of Oakwood Village Apartments **
8.1 Tax opinion and consent of Schifino, Fleischer & Neal, P.A. *
9 Voting Trust Agreement **
10.1 Oakwood Village Apartments Real Estate Acquisition Contract
and Exhibits thereto *
11 Computation of per share earnings **
12 Computation of ratios **
13 Annual report to security holders **
18 Letter re: change in accounting principles **
19 Previously unfiled documents **
22 Subsidiaries of the Registrant **
23 Published report regarding matters submitted to vote of
security holders **
24 Consents of experts and counsel
24.1 The consent of Spence, Marston & Bunch *
24.2 The consent of Charles Smallwood, CPA *
24.3 The consent of Schifino, Fleischer & Neal, PA to all references
made to them in the Prospectus included as part of the
Registration Statement of Foundation Realty Fund, Ltd., and
all amendments thereto, is included in their opinions
filed as Exhibit 8.1 to the Registration Statement *
25 Power of Attorney **
28.1 Table 6 (Acquisition of Properties by Program) of Appendix
2 to Industry Guide 5, Preparation of Registration
Statements Relating to Interests in Real Estate Limited
Partnerships *
29 Information from reports furnished to state insurance
regulatory authorities **
* Included with Form S-11, Registration No. 33-13849, previously
filed with the Securities and Exchange Commission.
** Exhibits were omitted as not required, not applicable or the
information required to be shown therein is included elsewhere
in this report.
B. Reports filed on Form 8-K - None
C. Exhibits filed with this Report - None
Foundation Realty Fund, Ltd.
Schedule 5 Land, Buildings, and Equipment
For the Years Ended December 31, 1996, 1995, 1994
Balance at Balance at
Beginning (Deletions) Close
of Year Additions of Year
1994
Land $ 3,148,363 $ 0 $ 3,148,363
Buildings 17,298,118 0 17,298,118
Equipment 1,547,755 52,132 1,599,887
Total $21,994,236 $ 52,132 $22,046,368
1995
Land $ 3,148,363 $ (6,853) $ 3,141,510
Buildings 17,298,118 0 17,298,118
Equipment 1,599,887 74,630 1,674,517
Total $22,046,368 $ 67,777 $22,114,145
1996
Land $ 3,141,510 $ 0 $ 3,141,510
Buildings 17,298,118 0 17,298,118
Equipment 1,674,517 95,756 1,770,273
Total $22,114,145 $ 95,756 $22,209,901
Foundation Realty Fund, Ltd.
Schedule 6 - Accumulated Depreciation of Building & Equipment
For the year ended December 31, 1996, 1995, 1994
Balance at Balance at
Beginning Depreciation Close
of Year Expense of Year
1994
Buildings $ 2,757,930 $ 494,232 $ 3,252,162
Equipment 983,567 196,746 1,180,313
Total $ 3,741,497 $ 690,978 $ 4,432,475
1995
Buildings $ 3,252,162 $ 494,232 $ 3,746,394
Equipment 1,180,313 203,186 1,383,499
Total $ 4,432,475 $ 697,418 $ 5,129,893
1996
Buildings $ 3,746,394 $ 494,232 $ 4,240,626
Equipment 1,383,499 135,229 1,518,728
Total $ 5,129,893 $ 629,461 $ 5,759,354
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
(Registrant)
By: RJ PROPERTIES, INC.
a General Partner
Date: March 10, 1997 By: J.Robert Love President
(Signature)
Date: March 10, 1997 By: Alan G. Lee Secretary
(Signature)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned duly authorized.
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
(Registrant)
By: RJ PROPERTIES, INC.
a General Partner
Date: March 10, 1997 By: J. Robert Love President
(Signature)
Date: March 10, 1997 By: Alan G. Lee Secretary
(Signature)