SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2004 Commission File Number 0-17717
FOUNDATION REALTY FUND, LTD.
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(Exact name of Registrant as specified in its charter)
Florida 59-2802896
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(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
1100 Abernathy Road NE Building 500 Suite 700 Atlanta, GA 30328
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(Address of principal executive offices) Zip Code
Registrant's Telephone Number, Including Area Code - (770) 551-0007
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities 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 securities.
Title of Each Class Number of Units March 31, 2004
Units of Limited Partnership 9,407
Interests: $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)
INDEX TO FINANCIAL STATEMENTS
Part 1- Financial Information Page No.
Balance Sheets as of March 31, 2004 and
December 31, 2003 3
Statements of Operations-
For the Three Months Ended March 31, 2004 and 2003 4
Statements of Partners' Equity (Deficit)-
For the Three Months Ended March 31, 2004 and 2003 5
Statements of Cash Flows-
For the Three Months Ended March 31, 2004 and 2003 6-7
Notes to Financial Statements 8-10
Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
2
FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
ASSETS March 31, 2004 December 31, 2003
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(Unaudited) (Audited)
Real Estate Held for Sale $ -0- $ 7,774,128
Cash and Cash Equivalents 784,763 653,389
Restricted Cash -0- 88,934
Prepaid Expenses & Accounts Receivable 102,468 15,204
Deferred Loan Cost (Net of Accumulated
Amortization of $-0- and $137,329) -0- 16,490
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TOTAL ASSETS $ 887,231 $ 8,548,145
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LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Notes Payable $ -0- $ 9,802,243
Interest Payable -0- 57,036
Accounts Payable 13,000 50,244
Security Deposits -0- 31,952
Unearned Rent -0- 27,885
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TOTAL LIABILITIES 13,000 9,969,360
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Partner's Equity (Deficit):
Limited Partner's Equity (Deficit) (9,407
Units outstanding at March 31, 2004 and
December 31, 2003) 874,231 (1,412,357)
General Partner's (Deficit) -0- (8,858)
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Total Partner's Equity (Deficit) 874,231 (1,421,215)
----------- -----------
TOTAL LIABILITIES AND PARTNER'S EQUITY
(DEFICIT) $ 887,231 $ 8,548,145
=========== ===========
The accompanying notes are an integral part of these financial statements
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FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31
2004 2003
---- ----
Interest Income $ 364 $ 613
General & Administrative (11,500) (2,060)
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Net (Loss) before Discontinued
Operations (11,136) (1,447)
Discontinued Operations (110,897) 10,862
Gain on Sale of Property 4,606,876 -0-
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Net Income $ 4,484,843 $ 9,415
=========== ===========
Allocation of Net Income -
Limited Partners $ 4,474,985 $ 8,944
General Partners 9,858 471
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$ 4,484,843 $ 9,415
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Net Income Per Limited Partnership Unit $ 475.70 $ .95
=========== ===========
Number of Limited Partnership Units 9,407 9,407
=========== ===========
The accompanying notes are an integral part of these financial statements.
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FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
Limited Partners' General Partners' Total Partners'
Equity (Deficit) Equity (Deficit) Equity (Deficit)
---------------- ---------------- ----------------
Balance December
31, 2002 $ (791,482) $ 0 $ (791,482)
Distribution to
Partners (264,431) 0 (264,431)
Net Income 8,944 471 9,415
----------- ----------- -----------
Balance, March
31, 2003 $(1,046,969) $ 471 $(1,046,498)
=========== =========== ===========
Balance December
31, 2003 $(1,412,357) $ (8,858) $(1,421,215)
Distribution to
Partners (2,188,397) (1,000) (2,189,397)
Net Income 4,474,985 9,858 4,484,843
----------- ----------- -----------
Balance, March
31, 2004 $ 874,231 $ 0 $ 874,231
=========== =========== ===========
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FOUNDATION REALTY FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
(Unaudited)
2004 2003
---- ----
Net Cash Provided By Operating Activities:
Net Income $ 4,484,843 $ 9,415
Adjustments to Reconcile Net Loss to Net
Cash Provided by Operating Activities:
Depreciation 50,342 75,513
Amortization 16,490 5,497
Gain on Sale of Property (4,606,870) -0-
Changes in Operating Assets and
Liabilities:
(Increase) in Restricted Cash 88,934 (44,000)
Increase in Accounts Payable (94,280) 41,302
Increase (Decrease) in Unearned Rents (27,885) (72,636)
(Increase) or Decrease in Prepaids (87,264) 91,723
Increase (Decrease) in Security Deposits (31,952) 559
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Net Cash Provided by (used in) Operating
Activities (207,642) 107,373
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Cash Flows from Investing Activities:
Improvements to Apartment Properties -0- (7,507)
Proceeds from Sale of Property 12,330,656 -0-
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Net Cash Provided by (used in) Investing
Activities 12,330,656 (7,507)
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2004 2003
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Cash Flows from Financing Activities:
Payments from Notes Payable (9,802,243) (33,539)
Distributions to Partners (2,189,397) (264,431)
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Net Cash used by Financing Activities (11,991,640) (297,970)
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Increase (Decrease) in Cash 131,374 (198,104)
Cash and Cash Equivalents at
Beginning of Period 653,389 1,144,230
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Cash and Cash Equivalents at
End of Period $ 784,763 $ 946,126
============ ============
Supplemental Cash Flow Information:
Interest Paid $ 184,581 $ 190,392
============ ============
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FOUNDATION REALTY FUND, LTD.
A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
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 by December 31, 2003. 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 wholly-owned subsidiary of Raymond James Financial, Inc. are
the General Partners and they manage and control the 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.
The Limited Partnership Agreement states that no cash from operations shall be
distributed to the General Partners in any year until Limited Partners have
received distributions in such year in an amount equal to 7% of their adjusted
capital contribution. Profit and loss and cash distributions from sales of
properties will be allocated as formulated in the Limited Partnership Agreement.
The Limited Partnership Agreement states that cash distribution from sales will
be distributed first to the General Partners until they receive 5% of aggregate
distributions of cash from operations. Cash distributions from sales will be
distributed second to each Limited Partner an equal amount to their adjusted
capital contribution plus an amount equal to an 8% per annum, cumulative but
non-compounded return. Cash distributions from sales will be distributed third
to the General Partners until they have received cumulative distributions in an
amount equal to 3% of the aggregate disposition price of properties sold by the
Partnership. Cash distributions from sales will be distributed fourth, the
balance if any, 85% to the Limited Partners and 15% to the General Partners.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting/Revenue Recognition
The Partnership utilizes the accrual basis of accounting whereby revenues and
other fees are recognized when earned and expenses are recognized as obligations
are incurred. The Partnership does not recognize revenue upon the collection of
security deposits but sets up a liability for the amount received.
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.
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Restricted Cash
Restricted cash includes $0 at March 31, 2004 and $88,934 at December 31, 2003
of cash held in escrow for the payment of real estate taxes and capital
replacement items. Restricted cash also includes $0 at March 31, 2004 and
$31,952 at December 31, 2003 of tenant security deposits held in an escrow
account.
Income Taxes
No provisions for income taxes has been made in these financial statements, as
income taxes are a liability of the partners rather than of the Partnership.
Depreciation
The apartment buildings are being depreciated over 35 years using the
straight-line method. Furniture and fixtures are being depreciated over 8 years
using the straight-line method.
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 three months ended March 31, 2004.
Property Management Fees $14,625
The terms of the property management agreement call for the Corporate General
Partner to receive a monthly fee of up to 5% of the monthly gross receipts from
residential property operations.
Property management fees in the amount of $0 are due to the Corporate General
Partner at March 31, 2004. Property management fees in the amount of $9,000 were
due to the Corporate General Partner at December 31, 2003. There were no amounts
due from related parties at March 31, 2004 or December 31, 2003.
NOTE 4 - REAL ESTATE HELD FOR SALE:
As of December 31, 2003, the Partnership is holding its remaining real estate
asset for sale (Note 9). In accordance with SFAS 144, the Partnership ceased
depreciating the assets held for sale in December 2003. A summary of the
apartment property held for sale is as follows:
December 31, 2003
-----------------
Land $ 2,154,136
Buildings 9,613,912
Furniture & Fixtures 1,509,498
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Apartment Properties, at Cost 13,277,546
Less: Accumulated Depreciation (5,503,418)
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$ 7,774,128
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Also in accordance with SFAS 144, operations relating to the assets held for
sale are disclosed as discontinued operations. A table of the summarized
operations of the apartment property held for sale follows:
Revenues: 2004 2003
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Rental income $ 292,813 $ 534,980
Miscellaneous income 11,024 15,822
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Total revenues 303,837 550,802
Expenses:
Real estate taxes 25,867 42,270
Property management 14,625 27,589
Other property expenses 179,865 198,679
Depreciation 50,342 75,513
Interest expense 127,545 190,392
Amortization 16,490 5,497
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Total expenses $ 414,734 $ 539,940
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Net Operating Income (Loss) $(110,897) $ 10,862
========= =========
NOTE 5 - NOTES PAYABLE:
The note payable was secured by the apartment property. Upon sale of the
Springfield Apartment on March 1, 2004, the mortgage note was paid in full.
NOTE 6 - BASIS OF PREPARATION:
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principals. These statements should be read in conjunction with the financial
statements and notes thereto included in the Partnership's Form 10-K for the
year ended December 31, 2003. In the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the Partnership's financial position
and results of operations. The results of operations for the periods may not be
indicative of the result to be expected for the year.
NOTE 7 - SALE OF PROPERTY:
On March 1, 2004, the Partnership sold the Springfield Apartments in Durham,
North Carolina for $12,400,000.
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Management's Discussion and Analysis of Financial Condition and Results of
Operations
In December 2003, the Partnership adopted Statement of Financial Accounting
Standard No. 144, "Accounting for the Impairment or Disposal of Long Lived
Assets." In accordance with SFAS 144, all operations relating to Springfield are
shown in discontinued operations.
Net property operations, relating to the property held for sale and included in
discontinued operations, for the three months ended March 31, 2004 was
($110,897) as compared to $10,862 for the comparable period ended March 31,
2003. The $121,759 decrease in rental income in the current year is primarily
revenue related. The prevalence of rental concessions and a lower apartment
occupancy rate in the first quarter of 2004 verse the first quarter of 2003
resulted in $80,000 of the decrease. The remaining decrease related to
additional repair and maintenance expenditures incurred while getting the
property in a marketable condition.
The sale of the Springfield Apartments on March 1, 2004 was the most significant
financial event in 2004. The sale resulted in a gain of $4,606,876. An initial
sale distribution of $2,141,362 and $1,000 was made to the limited and general
partners respectively.
The sole long-term commitment of the Partnership was the Springfield Apartments
mortgage payable which had a balloon payment due November 2004. Management met
the long-term commitment through the property sale which occurred on March 1,
2004.
Liquidity and Capital Resources
Cash provided by operating activities decreased by $315,015 from March 31, 2003
to March 31, 2004. The reasons for the change is the result of the partnership
experiencing a $121,759 larger net loss versus net income for the applicable
quarterly period as described above. In addition, a $169,395 change occurred in
the operating assets and liabilities as a result of the March 1, 2004 sale of
the Springfield Apartments.
Cash used by investing activities totaled $12,330,656 representing the sale
price of the Springfield Apartments of $12,400,000 reduced for sale-related
costs and prorations.
Finally, cash used by financing activities increased by $11,693,670 resulting
primarily from the $9,778,185 mortgage payoff upon sale of the Springfield
Apartments coupled with the initial sale distribution of $2,141,362 and $1,000
to the limited and general partners respectively.
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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
By: RJ PROPERTIES, INC. a General Partner
/s/ J. Robert Love
--------------------------
5/09/04 J. Robert Love - President
Date (Signature)
/s/ Alan G. Lee
---------------------------------
5/09/04 Alan G. Lee - Assistant Secretary
Date (Signature)
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CERTIFICATION
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I John R. Luckett certify that:
1. I have reviewed this quarterly report on Form 10-Q of Foundation Realty
Fund, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a) designed such disclosures controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of the date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
13
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 9, 2004
Simpson Property Group - Submanager
/s/ John R. Luckett
- ------------------------
John R. Luckett
Vice President - Finance
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CERTIFICATION
-------------
I J. Robert Love certify that:
1. I have reviewed this quarterly report on Form 10-Q of Foundation Realty
Fund, Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;
a) designed such disclosures controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of the date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
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6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 9, 2004
RJ Properties, Inc. - Managing General Partner
/s/ J. Robert Love
- --------------------
J. Robert Love
President
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