<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10 - K
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission File No.: 2-80756
INDEPRO PROPERTY FUND I, L.P.
(Exact name of registrant as specified in its charter)
600 Dresher Road, Horsham, PA 19044
(Address of principal executive offices and zip code)
DELAWARE 51-0265801
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation organization)
(215) 956-0400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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 for the past 90 days.
YES X NO
---- -----
There is no public market for the Limited Partnership Interests.
Non-affiliates hold 23,579 Limited Partnership Interests as of March 1, 1996.
<PAGE>
PART I
Item 1. Business
General
Indepro Property Fund I, L.P. ( the "Registrant" or "Partnership") is a public
limited partnership formed on May 28, 1982 under the Revised Uniform Limited
Partnership Act of the State of Delaware to invest in improved
income-producing real property. Indepro Property Fund I, Corp., a Delaware
Corporation, the General Partner of the Registrant (the "General Partner"), is
wholly-owned by Indepro Corp., a Delaware Corporation, (the "Advisor"). The
General Partner and Advisor are indirect, wholly-owned subsidiaries of The
Penn Mutual Life Insurance Company ("Penn Mutual").
The Registrant sold $15,000,000 of limited partnership interests (30,000
Limited Partnership Units) to the public from March 16, 1983 through June 1,
1983 pursuant to a Registration Statement on Form S-11 under the Securities
Act of 1933 (Registration No. 2-80756). From 1987 to 1989, the General Partner
purchased 6,421 Limited Partnership Units (see Item 5). The Registrant is
engaged solely in the business of real estate investment having used the net
offering proceeds to acquire real property investments (see Item 2). The
Registrant's sole remaining property is the Brunswick Hotel located in
Lancaster, Pennsylvania. For more information regarding the Registrant's
operations, see Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Sources of Business
A portion of the business at the Brunswick Hotel is generated from bus tours
visiting the various tourist attractions in the Lancaster, Pennsylvania area.
The majority of the tour business occurs in the summer months and again in
October when the foliage in the area begins to change colors. Tour groups
accounted for 4,737 of the 60,373 room nights sold in 1995 and 3,423 of the
61,013 room nights sold in 1994 at the hotel.
The U.S. Government is the largest user of room nights at the Brunswick Hotel
and provides the majority of the revenues generated by the property. The
Office of Personnel Management (OPM) and the U.S. Army are the primary
government agencies contracting for business with the Brunswick Hotel and each
agency provides a substantial number of room nights annually. See Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a summary of room nights occupied by the U.S. Government for
the three year period ending December 31, 1995.
The Brunswick Hotel property also includes an adjacent conference center.
Prior to 1991, this space was primarily a retail mall. In 1991, the Hotel
converted the majority of the mall to office and conference space. Hotel room
night charges generally include a provision for the use of the office and
conference space. The Hotel does not separately charge customers for these
facilities in most cases. The remaining mall retail space does not generate
revenues that are significant to the operations of the Hotel.
Competition
The Brunswick Hotel is subject to competition from other comparable properties
in its real estate market. For further information regarding the property and
comparisons with the area market , see Item 2 "Property". The hotel business
continues to suffer from a general oversupply of properties nationwide,
although occupancy levels and average daily rates have improved nationally
over the past year. The Lancaster, Pennsylvania market where the Brunswick
Hotel is located has not escaped this problem on a local basis. The
Partnership believes the Hotel's rental rates are competitive with the rates
of surrounding facilities and that it competes through better service because
of the availability of upgraded meeting and conference facilities, and a
willingness to provide a competitive pricing alternative to major governmental
users of hotel room nights. Due to these factors, the Brunswick Hotel has been
able to substantially increase its level of business and its operating results
between 1991 and 1995. There can be no assurance that these operating results
will continue because of the short term nature of the contracts and the
ability of the government to terminate the agreements. For additional
information on the competition and on government business, see Items 2 and 7.
Employees
The officers and employees of the General Partner and affiliates perform
services for the Registrant. The Registrant does not have any full or
part-time employees engaged in its operations.
2
<PAGE>
PART I
Item 2. Property
At December 31, 1995, the Registrant owned the property described below. This
real property holding is subject to a mortgage encumbrance (see Notes 3 and 5
to the Consolidated Financial Statements).
Location Description of Property
-------- -----------------------
Lancaster, Pennsylvania................ Brunswick Hotel and Conference Center:
A 227 guest room hotel and
office/conference center containing
approximately 40,000 square feet
located on approximately 1 acre.
The following is a listing of quarterly average occupancy rates for the
Partnership's investment in the Brunswick Hotel for the year ended December
31, 1995:
03/95 06/95 09/95 12/95
----- ----- ----- -----
Brunswick Hotel and Mall 62.4% 84.3% 85.1% 66.1%
The following is a listing of occupancy rates for the Partnership's
investments for the years:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Occ Avg Occ Avg Occ Avg Occ Avg Occ Avg
Property Rate Rate Rate Rate Rate Rate Rate Rate Rate Rate
-------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lincoln Oaks Apartments (a) N/A N/A N/A N/A 98% $436 92% $420 95% $404
Brunswick Hotel and Mall (b) 75% $47.62 75% $46.78 76% $46.13 63% $45.47 54% $46.07
</TABLE>
(a) End of year occupancy rates. Average rates are the monthly rental
rates for an unfurnished apartment. Lincoln Oaks Apartments were sold
on June 22, 1994.
(b) Average occupancy rates. Rates represent average daily room rates.
The following summarizes the latest occupancy rates and average daily rates
for the Registrant's property in comparison with the area market:
<TABLE>
<CAPTION>
Average
Occupancy Occupancy
Rate at Rate in Rooms at Average Daily Average Daily
Property Property Area Property Rate at Property Rate in Area
-------- -------- --------- -------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Brunswick Hotel 75% 62.6% 227 $ 47.62 $66.23
Lancaster, PA (1)
</TABLE>
(1) Brunswick Hotel information is based on hotel operating statements.
Area information is based on information obtained from a report published by
Smith Travel Research. All information is as of December 31, 1995.
3
<PAGE>
PART I
Item 3. Legal Proceedings
As of December 31, 1995, the Registrant was not a party to any pending legal
proceeding. However, Hotel Brunswick, Inc. and Indepro Property Fund I, Corp.
have been named as defendants in a complaint filed November 16, 1995 by Elwood
Corbett, Plaintiff. On November 27, 1993, the Plaintiff was a non-paying guest
at the Hotel who had received a complimentary room as a bus driver for a group
of visitors to the property from New York. The complaint alleges that the
Plaintiff slipped and fell in his guest room and further alleges that the
Defendants are liable for failure to provide adequate safety measures. The
Defendants have filed an answer to the complaint and deny any liability for
the alleged occurrence. The liability insurance carrier for the property has
engaged legal counsel to represent the Defendants and the outcome of this
litigation is not anticipated to have any material impact on the financial
condition or results of operations of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Registrant's partners during the
year ended December 31, 1995.
4
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
There is no public market for the Limited Partnership Interests, and it is not
anticipated that a public market for these interests will develop. On August
10, 1989, August 3, 1988 and July 30, 1987, the General Partner made
presentment offers available to the Limited Partners, which offered each year
to purchase up to 25% of the Limited Partnership Units outstanding. On the
above-mentioned dates, the General Partner gave notice to the Limited Partners
of the Presentment Value of their units approximating 85% of the amount which
would have been distributable per unit to the Limited Partners assuming that
the Partnership had sold all of its properties for their fair market value and
had distributed the net sale proceeds in accordance with the Partnership
Agreement. Each Limited Partner was able to sell all or any part of his units
to the General Partner if the General Partner was notified in writing within
60 days after the date of the presentment notice. The following table
summarizes the results of these offers.
<TABLE>
<CAPTION>
Number of
Number of Units Investors Date of Aggregate
Date of Offer Expiration Date Offer Price Tendered Tendering Units Purchase Purchase Price
- ------------- --------------- ----------- --------------- --------------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
8/10/89 9/29/89 $ 325.32 1,235 60 10/12/89 $401,770
8/03/88 9/30/88 $ 312.98 1,913 64 10/13/88 $598,731
7/30/87 9/28/87 $ 316.66 3,273 99 10/12/87 $1,036,428
----- ---- ----------
6,421 223 $2,036,929
===== ==== ==========
</TABLE>
As of December 31, 1995, there were 874 record holders of partnership
interests in the Registrant not including the General Partner's interest. The
General Partner does not currently intend, nor is it obligated to make any
future presentment offers available to the Limited Partners.
A return of capital distribution was made in 1989 upon the sale of LaMancha
Apartments. This distribution amounted to $16.92 per unit. In addition, a
return of capital distribution was made on July 28, 1994 following the sale of
Lincoln Oaks Apartments. This distribution amounted to $97.38 per unit.
Cash distributions from operations, as set forth below, were made to the
Partners of the Registrant during the years ended December 31, 1995 and 1994.
Per
Limited
Date of Amount of Partnership General Partner 1%
Distribution Distribution Unit Distributive Share
- ------------ ------------ ----------- ------------------
1994
----
2/28/94 $ 227,273 $ 7.50 $ 2,273
3/01/94 $ 227,273 $ 7.50 $ 2,273
6/20/94 $ 227,273 $ 7.50 $ 2,273
9/15/94 $ 227,273 $ 7.50 $ 2,273
12/20/94 $ 227,273 $ 7.50 $ 2,273
1995
----
3/13/95 $ 227,273 $ 7.50 $ 2,273
5/11/95 $ 227,273 $ 7.50 $ 2,273
5/15/95 $ 1,500,000 $ 50.00 $ 15,152
8/18/95 $ 227,273 $ 7.50 $ 2,273
12/07/95 $ 227,273 $ 7.50 $ 2,273
5
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters (continued)
The General Partner made one distribution of $227,273 in March 1996 related to
fourth quarter 1995 operations. In addition, it is anticipated that quarterly
distributions will continue at the same level in 1996 subject to the potential
sale of the Brunswick Hotel in 1996. In accordance with the Partnership
agreement, the Partnership is expected to be dissolved upon the sale of its
last remaining property unless all or a portion of the purchase price is
payable on a deferred basis.
In 1992, the Commonwealth of Pennsylvania began requiring the withholding of
Pennsylvania state income taxes from distributions to non-Pennsylvania
resident Limited Partners. Therefore, the General Partner withheld estimated
Pennsylvania state income taxes and remitted them to the Commonwealth of
Pennsylvania for 1993 through 1995 taxable income. Pennsylvania state income
taxes will be withheld from all future distributions.
6
<PAGE>
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
For the years ended December 31,
1995 1994 1993 1992 1991 *
---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C>
Gross profit from hotel operations $ 2,833,071 $2,815,834 $2,949,701 $2,501,314 $2,132,291
Net income 775,464 2,144,691 929,068 681,422 16,782
Per Limited Partnership Interest
outstanding (30,000 units) 26 71 31 22 1
Ordinary taxable income 724,821 971,134 908,603 599,830 115,797
Per Limited Partnership Interest
outstanding (30,000 units) 24 32 30 20 4
Section 1231 tax gain - 1,903,227 - - -
Per Limited Partnership Interest
outstanding (30,000 units) - 63 - - -
Cash and short term investments 967,574 2,226,528 2,257,939 1,384,110 490,871
Total investment properties, net
of accumulated depreciation 5,357,673 5,768,756 5,936,526 5,831,733 5,977,286
Total assets 6,718,184 8,531,028 10,477,408 9,706,567 9,038,927
Notes payable and other financing 548,686 629,252 703,249 649,152 456,886
Distributions to Limited Partners
from operations 2,400,000 1,125,000 300,000 187,501 749,998
Per Limited Partnership Interest
outstanding (30,000 units) 80 38 10 6 25
Distributions to Limited Partners
from liquidation of joint venture - 2,921,395 - - -
Per Limited Partnership Interest
outstanding (30,000 units) - 97 - - -
Properties owned on December 31 1 1 2 2 2
</TABLE>
* Reclassified to conform with 1992 presentation
7
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Partnership's net income for the year ended December 31, 1995 was
$775,464, a decrease of $1,369,227 from 1994. The 1994 results reflected the
gain on the sale of Lincoln Oaks Apartments on June 22, 1994 of $1,434,295,
offset partially by a loss of $106,620 related to the write-off of the
remaining balance of capitalized fees paid in connection with the acquisition
of the Partnership's interest in the joint venture. Excluding the effects of
the Lincoln Oaks transaction, the Partnership's net income decreased by
$41,552 from 1994 to 1995. The Partnership's net income for 1994 of $2,144,691
reflected an increase of $1,215,623 from 1993, which was attributable to the
gain on the sale of Lincoln Oaks as discussed above, partially offset by a
decline in operating results of the Brunswick Hotel of $107,677.
Brunswick Hotel and Conference Center
The Brunswick Hotel and Conference Center (the Hotel) is a 227 room hotel
located in downtown Lancaster, Pennsylvania. It recently has served three main
client segments which are the U.S. Government, tourist and corporate. Income
attributable to the Brunswick Hotel has fluctuated over the period from 1993
through 1995 from $929,077 in 1993 to $821,400 in 1994 to $800,252 in 1995
Overall, hotel revenues decreased by $65,247 in 1995, due to a slightly lower
occupancy rate for the year. The average occupancy rate in 1995 was 74.5%, as
compared to an average occupancy rate of 75.3% in 1994. This decline in
occupancy was primarily attributable to the cancellation of several Army
classes and the fact that the OPM business was slower than anticipated during
the first three months of the year. The Government business with both the Army
and OPM recovered somewhat during the second and third quarters of 1995 with
the shifting of some of the classes scheduled for first quarter into the
second and third quarters. However, the fourth quarter revenues from the
Government business were lower than anticipated, due to the OPM and Army's
temporary inability to obtain appropriated funds for the fiscal year beginning
October 1, 1995 due to the federal government shutdown. The decline in
occupancy was partially offset by an increase in average room rates. The room
rate per person per night for OPM has increased from $70 to $72.50 effective
October 1, 1994 and the room rate per person per night for the Army increased
effective October 1, 1994 from $71.25 to $73.01 and to $74.69 effective
October 1, 1995. The decline in revenues was offset by a decrease in cost of
sales of $82,484. The cost of sales decreased at a faster rate than the
decline in revenues since the increase in room rates had a positive effect on
revenues. In addition, the net income of the Brunswick Hotel was adversely
affected by an increase in depreciation expense of $20,282 as a result of
prior years' renovations and an increase in insurance expense of $14,218.
The decrease in income from 1993 to 1994 of $107,677 can be atrributed to the
Hotel's inability to schedule a repeat conference for OPM-WEL and the
cancellation of two Army sessions due to the severe winter weather during
January and February of 1994. Hotel revenues decreased by $107,100 or 2.3% in
1994. In addition, during 1994, the cost of revenues increased by $38,546 due
to rising costs which could not be recovered from the increase in room rates,
which was not effective until the fourth quarter of 1994. The decline in
revenues and increase in cost of revenues during 1994 was offset by an overall
decrease in property operating expenses
Beginning in the late 1980's, hotel occupancy attributable to the tourist and
corporate segments began to drop as the impact of the recession hurt the
Lancaster tourist industry and due to increased competition from new hotels in
the area. The following is a breakdown of occupancy attributable to each major
segment, based on room nights sold for each of the three years in the period
ending December 31:
<TABLE>
<CAPTION>
1995 1994 1993
Room Nights Room Nights Room Nights
Sold % Sold % Sold %
-- -- --
<S> <C> <C> <C> <C> <C> <C>
U.S. Government 38,785 64% 39,878 65% 41,302 67%
Tourist, Corporate and Others 21,588 36% 21,135 35% 20,142 33%
------- ------ ------
Total Room Nights Sold 60,373 61,013 61,444
</TABLE>
8
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Results of Operations (Continued)
Brunswick Hotel and Conference Center, continued
The Brunswick Hotel property also includes an adjacent conference center.
Prior to 1991, this space was primarily a retail mall. In 1991, the
Partnership converted a portion of the upper level Mall to office space for
the Army. In addition, the lower level Mall was converted to additional
conference facilities and office space for the Office of Personnel Management
(OPM). Hotel room night charges generally include a provision for the use of
the office and conference space. The Hotel does not separately charge
customers for these facilities in most cases. The remaining mall retail space
does not generate revenues that are significant to the operations of the
Hotel. The Hotel's lease with the adjacent United Artist Theater expired in
November, 1995, and the operators of the theater did not extend their lease.
Annual revenues from the theater of approximately $41,000 were not significant
to the operations of the hotel.
In October 1990, the Partnership contracted with two agencies of the U.S.
Government to provide training facilities and rooms. The Department of Defense
(the Army) has guaranteed a minimum of 11,000 room nights per year of the
agreement. The current agreement grants to the Army two one-year options
expiring on September 30, 1998. The U.S. Army has booked approximately 15,100
room nights for the fiscal year ended September 30, 1996. The lease is
terminable by the Army at any time by giving at least sixty days prior written
notice, subject to the guaranty provisions in the lease.
In addition, the U.S. Government's Office of Personnel Management ("OPM") had
a contract for the provision of food, rooms and conference facilities for
OPM'S training sessions which extended through November, 1994. In addition,
OPM was offered three six month options extending through May, 1996. OPM has
exercised all three consecutive six month options. OPM has booked
approximately 23,600 room nights for the period January 1, 1996 to September
30, 1996. Historically, OPM has canceled less than 5% of rooms booked.
OPM and the Hotel Brunswick have entered into a new agreement which commences
May 1, 1996 and expires September 30, 1997. The initial rate per participant
is $74.30 with additional charges for certain other expenses. The agreement
gives OPM four one year renewal options, with increases in the daily per
participant charge based upon increases in the Consumer Price Index for the
Northeast Region.
In October 1995, OPM mailed a solicitation for offers to the Hotel for a ten
year contract which could commence as early as September , 1997. If the Hotel
Brunswick is selected as the contractor, significant funds would have to be
spent on capital expenditures for the Hotel. The additional revenues provided
by the proposed contract would have a positive impact on the Hotel's
operations.
In 1992, the Office of Personnel Management closed its training and conference
facility in King's Point, New York and relocated the majority of this business
to the Brunswick Hotel in Lancaster, Pennsylvania. OPM expressed a further
committment to the facility in Lancaster by closing another training center in
Oak Ridge, Tennessee in January 1995 and relocating personnel and equipment to
the Brunswick Hotel. There are currently fourteen full-time employees
occupying space in the OPM offices with plans for further expansion under
review. Denver, Colorado and Lancaster, Pennsylvania are now the two primary
training facilities for the OPM with the OPM offices in Lancaster having the
distinction of being the reservation center for all training including those
classes held in the Denver location.
Lincoln Oaks
Lincoln Oaks Apartments (Phase I) in Fort Worth, Texas, was sold on June 22,
1994. Accordingly, no equity income was recognized for the year ended December
31, 1995. Equity income for the year ended December 31, 1994 was $1,413,817,
which reflected a gain of $1,434,295 from the sale of the apartments,
partially offset by a loss of $106,620 related to the write off of the
remaining balance of capitalized fees paid in connection with the acquisition
of the Partnership's interest in the joint venture. Equity income for the year
ended December 31, 1993 was $3,687, which reflected the ongoing operations of
the apartments for a full year. The 1994 equity income reflected an increase
of $1,410,130 from the 1993 income due to the gain on the sale as discussed
above.
9
<PAGE>
Item 7. Managment's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Liquidity and Capital Resources
As of December 31, 1995, the Partnership had cash and cash equivalents
totalling $967,574, a decrease of $1,258,954 from the same date of the
previous year. The decrease in cash is primarily attributable to an extra
distribution from excess Partnership reserves of $1,500,000 made to the
Limited Partners in May, 1995. The distribution of excess Partnership cash was
made after the General Partner reviewed the current and future anticipated
cash requirements of the Partnership. Cash provided by the operations of the
Brunswick Hotel net of quarterly distributions from operations contributed
positively to Partnership cash flow.
Hotel Brunswick has continued to generate positive cash flow adequate to meet
property operating needs and debt service. Cash provided by operations from
the Hotel has increased in 1995 to $1,506,699 from $1,204,242 in 1994,
primarily due to faster collection of accounts receivable. The cash flow
provided by operations of the Hotel in 1994 reflected a decrease of $276,369
from the 1993 cash provided by operations of $1,480,611, primarily due to the
decrease in income caused by the cancellation of several OPM and Army sessions
as discussed in the Results of Operations and an increase in accounts
receivable.
Since 1989, competition to the Hotel has increased dramatically as more than
ten new hospitality facilities have opened, adding many additional new rooms
to the marketplace. In order to remain competitive with the other hotels in
the area for business in the government, corporate and tourist segments, an
upgrading of the Hotel began in 1991 and continued through 1995. These
renovations have included upgrades to most guest rooms, renovations of the
lobby and other common areas, and replacement of the boiler and laundry
equipment. During 1993 and 1994, the Hotel spent approximately $690,000 to
install a complete sprinkler system in all guest rooms and common areas, and
to replace bedding, carpet, and other room fixtures. Approximately $121,000
was spent in 1995 for the continued upgrading of the Hotel rooms, which
includes approximately $23,000 spent during 1995 for work that was completed
during 1994. The General Partner has budgeted approximately $154,000 to be
spent on capital improvements in 1996.
During 1991, the Hotel obtained third party financing in the form of a
promissory note to fund the major renovations to the Hotel and Mall. On August
12, 1993, this promissory note was refinanced from a 10.7% interest rate to an
8.25% interest rate. Approximately $791,443, which includes the $16,000 in
loan fees has been advanced under this note. As of December 31, 1995, the
outstanding balance on the promissory note was $536,258.
On June 22, 1994, Lincoln Oaks I, Fort Worth Ltd., (the "Joint Venture"), a
joint venture in which Indepro Property Fund I, L.P. (the "Registrant") had a
50% interest, including certain significant priorities and preferences in the
event of sale, conveyed title to Lincoln Oaks Apartments (Phase I) to South
West Properties, L.P., (the "Purchaser"). Lincoln Oaks Apartments is a 248
unit garden apartment complex located on approximately 10 acres in Fort Worth,
Texas. In accordance with the joint venture agreement, the net sales proceeds
of $3,193,000 were distributed to the Partnership. The Partnership distributed
the net sales proceeds, less the $90,900 due to the Advisor for its purchase
of the preferred return, and other costs associated with the dissolution of the
joint venture, to the Limited Partners on July 28, 1994 in a distribution of
$97.38 per unit.
The sale of Lincoln Oaks Apartments will not have a material ongoing impact on
the net income of the Partnership. The Partnership had been receiving cash
distributions averaging approximately $150,000 each year for the past three
years from its investment in Lincoln Oaks. The loss of these cash flows has
not resulted in a change in the level of quarterly distributions to the
Limited Partners.
With the sale of Lincoln Oaks on June 22, 1994, the Brunswick Hotel is now the
sole remaining property owned by the Partnership. The General Partner has
engaged the Grubb and Ellis Hospitality Group to assist in the marketing and
sale of the Brunswick Hotel. The General Partner is reviewing several offers
from prospective buyers and anticipates that a sale will be completed in 1996.
In accordance with the Partnership Agreement, the Partnership is expected to
be dissolved upon the sale of the Brunswick Hotel, unless all or a portion of
the purchase price is payable on a deferred basis.
10
<PAGE>
Item 7. Managment's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Liquidity and Capital Resources (continued)
Distributions
Indepro Property Fund I, L.P. has made four distributions relating to the
operations of the Partnership throughout 1995 and one distribution
representing excess cash reserves in May 1995. Pennsylvania withholding taxes
that were paid by Indepro Property Fund I, L.P. on the partners behalf were
deducted from these distributions. In addition, the General Partner made a
distribution of $227,273 in March 1996 relating to the fourth quarter of 1995.
It is anticipated that quarterly distributions will continue at the same level
in 1996 subject to the potential sale of the Brunswick Hotel in 1996.
The General Partner is obligated under the terms of the Partnership Agreement
to make a capital contribution upon the Partnership's dissolution in an amount
sufficient to enable the Partnership to pay to each Limited Partner an 8%
non-compounded return on the unrecovered capital contribution of the Limited
Partner, less all distributions of distributable cash and all distributions of
sale or refinancing proceeds in excess of the capital contributions of the
Limited Partner. This guaranteed return is computed from the date of each
Limited Partner's admission to the Partnership. This obligation does not
guarantee to the Limited Partners a return of their capital contributions and
is limited by the available assets of the Partnership and the General Partner.
As of December 31, 1995, the estimated amount of this obligation to the
Limited Partners (excluding the General Partner's Limited Partnership Units)
was approximately $3,067,392. The Partnership had cash of $967,574 at December
31, 1995. If the General Partner distributed this cash, the Limited Partners'
share would have been $752,876, which would have reduced the amount of this
obligation to $2,314,516. The General Partner has cash of $2,124,448, demand
notes of $1,400,000, and would have $214,698 of its share of Partnership cash
for a total of $3,739,146 available to satisfy the remaining obligation. This
does not include the value of the General Partner's investment in the
Partnership or any estimated proceeds from disposal of the Brunswick Hotel
which would be distributed to the General Partner. Future operations of the
Partnership may impact the ability of the Partnership and the General Partner
to satisfy this obligation. As discussed above, the Partnership has engaged
the Grubb and Ellis Hospitality Group to assist in the sale of the Brunswick
Hotel, the sole remaining property in the Partnership. If a desirable sale
transaction can be completed, it would be followed by the dissolution and
liquidation of the Partnership.
Inflation
The rate of inflation during the three most recent years has been low. Low
rates of inflation combined with increased market competition generally
produce an environment in which rental rate increases are relatively modest.
The Brunswick Hotel has not experienced significant increases in major
expenditures since inflation has been offset by more effective expense
management. In the markets in which the Brunswick Hotel competes, it is not
feasible to pass on all increasing costs in the form of higher room rates.
In the past, it was assumed that inflation would result in capital
appreciation in investment properties through increases in rental rates and
replacement costs in comparison with new properties. During the term in which
the Brunswick Hotel has been owned by the Partnership, inflation has been
modest and capital appreciation, as a result of inflation, has not occurred.
Item 8. Consolidated Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements and Schedules on Page F-1 of
Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
11
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
RECONCILIATION OF INCOME BETWEEN
CONSOLIDATED FINANCIAL STATEMENTS AND TAX INFORMATION
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net income per Consolidated Statements of Income $ 775,464 $ 2,144,691 $ 929,068
----------- ----------- -----------
Depreciation deducted for tax purposes less than
amounts expensed for consolidated financial statement
purposes 123,995 53,097 11,538
Joint venture tax income (loss) in excess of book income -- 646,810 (13,130)
Income from wholly-owned subsidiary not
included for tax purposes (179,092) (6,198) (18,273)
Loss recognized on write off of Joint Venture
advisor fee for consolidated financial statement
purposes in excess of tax loss -- 59,106 --
Loss on write off of other assets recognized for
consolidated financial statement purposes in excess of
tax loss 10,720 -- --
Tax loss on the write off of investment in
Lincoln Oaks Partnership -- (30,941) --
Book/tax bad debt adjustment. Section 481 holdback
and specific charge-off differences (6,266) 7,796 (600)
----------- ----------- -----------
Total book to tax differences (50,643) 729,670 (20,465)
----------- ----------- -----------
Net income reported on U.S. Partnership Return of Income 724,821 $ 2,874,361 $ 908,603
=========== =========== ===========
</TABLE>
12
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
RECONCILIATION OF PARTNERS' CAPITAL BETWEEN
CONSOLIDATED FINANCIAL STATEMENTS AND TAX INFORMATION
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Cumulative Net
Cumulative Fees Difference
Balances per Not Deducted Between
Consolidated For Income Tax Consolidated
Financial Purposes and Financial Balance Per
Statements Excess loss Statements and Tax Return
Partners' Capital Account Dec. 31 (A) Transferred Tax Information Dec. 31.
- ------------------------- ----------- ----------- --------------- --------
<S> <C> <C> <C> <C>
1995
Total $ 5,931,968 $ 28,849 $ (301,364) $ 5,659,453
============== ============== =================== ============
General Partner $ 784,230 $ 945,313 $ (977,729) $ 751,814
============== ============== =================== ============
Limited Partner $ 5,177,266 $ (916,464) $ 646,837 $ 4,907,639
============== ============== =================== ============
Per Limited Partnership Interest (C) $ 173 $ (31) $ 22 $ 164
============== ============== =================== ============
1994
Total $ 7,580,746 $ 28,849 $ (250,721) $ 7,358,874
============== ============== =================== ============
General Partner $ 771,190 $ 945,313 $ (947,693) $ 768,810
============== ============== =================== ============
Limited Partner $ 6,809,557 $ (916,464) $ 696,971 $ 6,590,064
============== ============== =================== ============
Per Limited Partnership Interest (C) $ 227 $ (31) 24 $ 220
============== ============== =================== ============
1993
Total $ 9,523,324 $ 28,849 $ (980,402) $ 8,571,771
============== ============== =================== ============
General Partner $ 790,616 $ 945,313 $ (954,987) $ 780,942
============== ============== =================== ============
Limited Partner $ 8,732,708 $ (916,464) $ (25,415) $ 7,790,829
============== ============== =================== ============
Per Limited Partnership Interest (C) $ 292 $ (31) $ (1) $ 260
============== ============== =================== ============
</TABLE>
(A) Per Consolidated Statements of Partners' Capital on Page F-6 of Form
10-K.
(B) For further information on 1995, 1994 and 1993, see Reconciliation of
Income Between Consolidated Financial Statements and Tax Information
included in Item 8 of Form 10-K on Page 12.
(C) Per interest computations represent amounts divided by the outstanding
interests (30,000) at the end of the year.
Item 9. Disagreements on Accounting and Financial Disclosure
There have been no reported disagreements on any matter of accounting
principles or practices or consolidated financial statements disclosures.
13
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The names, ages and business experience of the directors and executive
officers of the General Partner of the Registrant as of December 31, 1995 were
as follows:
Name Title Age Election Date
Ronald M. Pappas President and Director 53 July 17, 1991
Michael S. Baron Executive Vice President 47 December 3, 1991
Wayne L. Harris Vice President 36 December 3, 1991
Ellen D. Samel Secretary 42 June 6, 1993
Ann M. Strootman Controller 33 December 20, 1991
Richard F. Yoder Director 65 July 17, 1991
Ronald M. Pappas: President and Director since October 27, 1987; Vice
President of Real Estate and Mortgages for Penn Mutual since 1984.
Michael S. Baron: Executive Vice President since December 3, 1991; Assistant
Vice President of Real Estate Equity for Penn Mutual since 1990; Real Estate
Investment Officer for Penn Mutual from 1987 to 1989; Manager of Investment
Accounting for Penn Mutual from 1984 to 1987.
Wayne L. Harris: Vice President since December 3, 1991; Treasurer from July
17, 1990 to December 3, 1991; served with the Advisor in the following
capacities: Vice President since December 3, 1991; Acquisitions Officer from
January 1, 1985 to December 3, 1991; Senior Financial Analyst from July 1,
1984 to January 1, 1985; Financial Analyst from November 16, 1981 to July 1,
1984; Investment Officer for Penn Mutual since January,1990.
Ellen D. Samel: Secretary since June 6, 1993; Assistant Secretary of Penn
Mutual since June, 1993; Real Estate Counsel for Penn Mutual since April,
1988; Engaged in private law practice from 1978 to 1988.
Ann M. Strootman: Controller since December 20, 1991; Vice President and
Controller for Penn Mutual since February, 1996; Assistant Vice President from
December, 1993 to February, 1996; Director of Investment Accounting from
April, 1991 to December, 1993; Audit Manager of Coopers & Lybrand from June,
1988 to April, 1991.
Richard F. Yoder: Director since June, 1985; previously employed by Penn
Mutual in the following capacities: Executive Vice President of Administration
from January, 1987 to March, 1992 Senior Vice President and Chief Human
Resources Officer from February 24, 1986 to December 31, 1986, Senior Vice
President and Chief Service Officer from December 17, 1984 to February 23,
1986, Vice President and Chief Service Officer prior thereto.
14
<PAGE>
PART III
Item 11. Executive Compensation
The Registrant and General Partner have not and do not propose to compensate
the officers or directors of the General Partner.
The General Partner is entitled to receive a partnership managment fee equal
to 1% of the Partnership's interest in its properties' annual gross rents and
hotel revenues, not to exceed 2.5% of the Partnership's Distributable Cash
(prior to payment of these fees) in any fiscal year. This fee totalled
$45,530, $28,407, and $7,976, for the years ended December 31, 1995, 1994, and
1993, respectively.
Item 12. Security of Certain Beneficial Owners and Management
(a) No person owns or is known by the Registrant to own
beneficially more than 5% of the outstanding limited
partnership units of the Registrant except as set forth below:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Limited Partnership Unit Indepro Property Fund I, Corp. 6,421 Limited Partnership 21.40%
600 Dresher Road Units
Horsham, PA 19044
</TABLE>
(b) The officers and directors of the General Partner do not own any limited
partnership interests in the Registrant.
(c) The Registrant does not know of any arrangements the operation of which
may at a subsequent date result in a change of control in the
Partnership.
Item 13. Certain Relationships and Related Transactions
There have been no material transactions with related parties during the year
ended December 31, 1995.
The General Partner is reimbursed for direct expenses related to the
administration of the Partnership. Reimbursements totalled $8,224, $6,410, and
$490, for the years ended December 31, 1995, 1994 and 1993 respectively.
The General Partner is entitled to receive a partnership management fee equal
to 1% of the Partnership's interest in its properties' annual gross rents and
hotel revenues, not to exceed 2.5% of the Partnership's Distributable Cash
(prior to payment of these fees) in any fiscal year. This fee totalled
$45,530, $28,407 and $7,976 for the years ended December 31, 1995, 1994 and
1993, respectively.
15
<PAGE>
PART IV
Item 14. Exhibits, Consolidated Financial Statement Schedules and Reports on
Form 8-K
(a) (1 & 2) See Index to Consolidated Financial Statements and Schedules on
Page F-1 of Form 10-K. (3) Exhibits: None
(b) Reports on Form 8-K: No reports were filed on Form 8-K for the quarter
ended December 31, 1995.
(c) Exhibits: None
(d) Consolidated Financial Statement Schedules: See Index to Consolidated
Financial Statements and Schedules on Page F-1 of Form 10-K.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Indepro Property Fund I, L.P.
By: Indepro Property Fund I Corp.,
General Partner
By: /s/ Ronald M. Pappas
-------------------------------
Ronald M. Pappas
President
Date: March 28, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Ronald M. Pappas President and Director March 28, 1996
- -------------------- (Chief Executive Officer)
Ronald M. Pappas
/s/ Michael S. Baron Executive Vice President March 28, 1996
- --------------------
Michael S. Baron
/s/ Wayne L. Harris Vice President March 28, 1996
- -------------------
Wayne L. Harris
/s/ Ann M. Strootman Controller March 28, 1996
- -------------------- (Chief Financial Officer)
Ann M. Strootman
17
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES OF
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
Reports of Independent Accountants F-2 to F-3
Consolidated Balance Sheets, as of December 31, 1995 and 1994 F-4
Consolidated Statements of Income, for the years ended
December 31, 1995, 1994 and 1993 F-5
Consolidated Statements of Partner's Capital for the years
ended December 31, 1995, 1994 and 1993 F-6
Consolidated Statements of Cash Flows, for the years ended
December 31, 1995, 1994 and 1993 F-7
Notes to Consolidated Financial Statements F-8 to F-14
Schedule II -- Valuation and Qualifying Accounts,
for the years ended December 31, 1995, 1994 and 1993 F-15
Schedule III -- Real Estate and Accumulated Depreciation,
as of December 31, 1995 F-16
FINANCIAL STATEMENTS OF LINCOLN OAKS I, FORT WORTH, LTD.
Financial Statements for the period January 1 through October 31, 1994 F-17 to F-24
FINANCIAL STATEMENT OF INDEPRO PROPERTY FUND I, CORP
Report of Independent Accountants F-25
Balance Sheet as of December 31, 1995 F-26
Notes to Balance Sheet F-27 to F-29
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Indepro Property Fund I, L.P.
We have audited the consolidated financial statements and the
financial statement schedules of Indepro Property Fund I, L.P. and Subsidiary
(a Delaware Limited Partnership) listed in the index on page F-1 of this Form
10-K. These financial statements and financial statement schedules are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We did not audit the income statement of the
joint venture in which the Partnership held a 50% interest (see Note 4). The
Partnership's equity in joint venture income represents 66% of consolidated
net income for the year ended December 31, 1994. The income statement of the
joint venture was audited by other auditors whose report has been furnished to
us, and our opinion, insofar as it relates to the amounts included for the
joint venture, is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those 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 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 and the report of
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors,
the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Indepro Property Fund I, L.P.
and Subsidiary as of December 31, 1995 and 1994, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material
respects, the information required to be included therein.
/s/ Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 23, 1996
F-2
<PAGE>
Report of Independent Auditors
To the Partners of
Lincoln Oaks I, Fort Worth, Ltd.:
We have audited the balance sheet of Lincoln Oaks I, Fort Worth, Ltd., a Texas
limited partnership, (the "Partnership") as of December 31, 1993 and the
related statements of operations, changes in partners' capital and cash flows
for the period from January 1, 1994 through October 31, 1994 (date of
Partnership dissolution) and the year ended December 31, 1993. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those 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 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 Lincoln Oaks I, Fort Worth,
Ltd. as of December 31, 1993 and the results of its operations and cash flows
for the period from January 1, 1994 through October 31, 1994 and the year
ended December 31, 1993 in conformity with generally accepted accounting
principles.
As discussed in the notes to the financial statements, on June 22, 1994, the
Partnership sold the apartment property which represented its primary asset
and accounted for substantially all of the Partnership's revenues and
expenses. The Partnership was dissolved on October 31, 1994.
/s/ Ernst & Young LLP
Dallas, Texas
February 9, 1995
F-3
<PAGE>
Indepro Property Fund I, L.P. and Subsidiary
(A Delaware Limited Partnership)
Consolidated Balance Sheets
As of December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
Assets
<S> <C> <C>
Investment in real estate at cost (note 3) $ 9,035,105 $ 8,913,733
Less: Accumulated depreciation and amortization 3,677,432 3,144,977
------------- -----------
Total investments 5,357,673 5,768,756
Cash and cash equivalents 967,574 2,226,528
Accounts receivable (net of allowance for doubtful
accounts of $16,730 in 1995 and $22,996 in 1994) 293,472 421,224
Prepaid expenses and other assets (net of accumulated
amortization of $4,750 in 1995 and $7,859 in 1994) 99,465 114,520
------------ -----------
Total Assets $ 6,718,184 $ 8,531,028
============ ===========
Liabilities and Partners' Capital
Notes payable $ 536,258 $ 605,814
Capital lease obligation 12,428 23,438
Due to general partner and affiliates 45,530 119,307
Accrued liabilities 187,214 194,108
Advance deposits 4,786 7,614
------------- ------------
Total Liabilities 786,216 950,281
------------- ------------
Partners' capital 5,931,968 7,580,747
------------- -----------
Total liabilities and partners' capital $ 6,718,184 $ 8,531,028
============= ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-4
<PAGE>
Indepro Property Fund I, L.P. and Subsidiary
(A Delaware Limited Partnership)
Consolidated Statements of Income
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- ----
Income
<S> <C> <C> <C>
Hotel revenues $4,608,277 $4,673,524 $ 4,768,845
Hotel cost of revenues 1,775,206 1,857,690 1,819,144
----------- ----------- -----------
Gross profit from hotel operations 2,833,071 2,815,834 2,949,701
Miscellaneous income - 882 5,386
Equity income of joint venture - 1,413,817 3,687
Investment income 62,346 99,814 53,598
----------- ----------- ------------
Total income 2,895,416 4,330,346 3,012,372
----------- ----------- ------------
Expenses
Property operating expenses $1,024,048 $1,031,239 $ 1,055,510
Depreciation and amortization 534,348 519,599 500,447
Real estate taxes 222,870 213,927 203,664
Administrative 107,321 87,727 63,381
Repairs and maintenance 105,106 107,200 120,984
Insurance 68,707 54,488 68,937
Provision for doubtful accounts (2,792) 8,649 2,070
Interest expense 49,624 56,207 68,311
Write off of other assets 10,720 106,620 -
---------- ---------- -----------
Total expense 2,119,952 2,185,656 2,083,304
---------- ---------- -----------
$ 775,464 $2,144,691 $ 929,068
Net Income ========== ========== ===========
Net income allocated to Limited Partners $ 767,710 $2,123,244 $ 919,777
Net income allocated to General Partner 7,755 21,447 9,291
---------- ----------- -----------
$ 775,464 $ 2,144,691 $ 929,068
========== =========== ===========
Net income per Limited Partnership
interests outstanding (30,000) $ 26 $ 71 $ 31
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-5
<PAGE>
Indepro Property Fund I, L.P. and Subsidiary
(A Delaware Limited Partnership)
Consolidated Statement of Partners' Capital
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Limited
General Partnership
Partner Units Total
------- ----- -----
<S> <C> <C> <C>
Partners' capital at January 1, 1993 $ 784,355 $ 8,112,931 $ 8,897,286
Net income 9,291 919,777 929,068
Cash distributions from operations (3,030) (300,000) (303,030)
---------- ------------ ------------
Partners' capital at December 31, 1993 $ 790,616 $ 8,732,708 $ 9,523,324
Net income 21,447 2,123,244 2,144,691
Cash distributions from operations (11,364) (1,125,000) (1,136,364)
Cash distributions from liquidation of joint venture (29,509) (2,921,395) (2,950,904)
---------- ------------ ------------
Partners' capital at December 31, 1994 $ 771,190 $ 6,809,557 $ 7,580,747
Net income 7,755 767,709 775,464
Cash distributions from operations (24,243) (2,400,000) (2,424,243)
---------- ------------ ------------
Partners' capital at December 31, 1995 $ 754,702 $ 5,177,266 $ 5,931,968
========== ============ ============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-6
<PAGE>
Indepro Property Fund I, L.P. and Subsidiary
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 775,464 $2,144,691 $ 929,068
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 534,348 519,599 500,447
Write-off of other assets 10,720 106,620 -
Change in assets and liabilities
Decrease (increase) in accounts receivable 127,752 (117,432) 2,431
Decrease in prepaid expenses 2,442 6,122 1,318
Increase (decrease) in accrued liabilities (6,894) (41,203) 86,217
Increase (decrease) in advance deposits (2,828) 66 1,535
Increase (decrease) in amounts due to general partner and affiliates (73,777) 111,331 2,954
---------- ---------- ---------
Net cash provided by operating activities 1,367,228 2,729,794 1,523,970
---------- ---------- ---------
Cash flows from investing activities:
Distributions received from joint venture in excess of
equity in earnings - 1,744,464 195,522
Additions to real estate (121,372) (344,403) (596,730)
-------- ---------- ---------
Net cash provided by (used in) investing activities (121,372) 1,400,061 (401,208)
-------- ---------- ---------
Cash flows from financing activities
Repayment of notes payable (69,556) (63,983) (61,864)
Proceeds from notes payable - - 125,073
Repayment of capital lease obligation (11,010) (10,015) (9,112)
Distributions to partners from operations (2,424,243) (1,136,364) (303,030)
Distributions to partners from sale of Lincoln Oaks - (2,950,904) -
---------- ---------- -----------
Net cash used in financing activities (2,504,809) (4,161,266) (248,933)
---------- ---------- -----------
Net increase (decrease) in cash and cash equivalents (1,258,955) (31,411) 873,829
Cash and cash equivalents, beginning of period 2,226,528 2,257,939 1,384,110
---------- ----------- -----------
Cash and cash equivalents, end of period $ 967,574 $ 2,226,528 $ 2,257,939
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-7
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Partnership Organization and Operation:
General
Indepro Property Fund I, L.P. (the "Partnership") was formed on May 28,
1982 under the Revised Uniform Limited Partnership Act of the State of
Delaware to invest in improved income-producing real property. Indepro
Property Fund I, Corp (The "General Partner"), is wholly-owned by Indepro
Corp. (the "Advisor"), an indirect wholly-owned subsidiary of The Penn
Mutual Life Insurance Company ("Penn Mutual"). During 1983, Limited
Partners were admitted to the Partnership, having purchased 30,000 units
for an aggregate contribution of $15,000,000 before commissions. The
Initial Limited Partner withdrew from the Partnership on May 1, 1983.
Presentment Offerings
In 1987, 1988 and 1989, the General Partner made presentment offers
available to the Limited Partners whereby each Limited Partner was able to
sell all or part of his units to the General Partner at approximately 85%
of the amount that would be distributable assuming the Partnership sold
its properties at fair value. The Limited Partners tendered 6,421 units to
the General Partner for an aggregate purchase price of $2,036,929. The
General Partner does not currently intend, nor is it obligated to make any
future presentment offers to the Limited Partners.
Other Fees
The General Partner is entitled to receive a partnership management fee
equal to 1% of the Partnership's interest in its properties' annual gross
rents and hotel revenues, not to exceed 2.5% of the Partnership's
Distributable Cash (prior to payment of these fees) in any fiscal year.
The General Partner is also reimbursed for direct expenses related to the
administration of the Partnership (see Note 6).
2. Summary of Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of the
Partnership and its wholly-owned subsidiary (Hotel Brunswick, Inc.) which
operates the Brunswick Hotel for the Partnership. All material
intercompany transactions have been eliminated.
Investments in Real Estate
Investments in real estate are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the
assets.
Expenditures which increase the estimated useful lives of assets are
capitalized. Maintenance and repairs are charged to expense when incurred.
Upon the disposition of assets, the related cost and accumulated
depreciation are removed from the respective accounts, and any gain or
loss on disposition is recognized in the Consolidated Statements of
Income.
F-8
<PAGE>
NDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS , Continued
2. Summary of Significant Accounting Policies (Continued):
Investments in Real Estate (continued)
On at least an annual basis, the General Partner prepares an estimate of
value for each property in the Partnership. The methodology used is either
a discounted cash flow analysis or a value based on a direct
capitalization of net operating income. This information is used to assist
the General Partner in determining net realizable value of the assets of
the Partnership. A valuation allowance is provided for assets in cases
where the net realizable value is less than the carrying amount of the
asset. In addition, assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset
may not be recoverable.
Acquisition Costs on Real Estate Investments
Acquisition costs have been capitalized and are being amortized over the
useful lives of the related investment in real estate.
Income Taxes
Any income or loss affecting the partners' capital accounts is reportable
for federal income tax purposes by the partners; therefore, no provision
for income taxes has been made in the accompanying Consolidated Statements
of Income.
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.
Fair Value of Financial Instruments
For instruments including cash, accounts receivable and payable and
accruals, it was assumed that the carrying amount approximated fair value
because of their short maturity. The fair value of the mortgage note
payable is $555,962.
Allocation of Profits, Losses and Distributable Cash
Partnership income, loss, and distributable cash are allocated and
distributed 1% to the General Partner and 99% to Holders of Limited
Partnership Units.
All sale and refinancing proceeds are distributed first, 1% to the General
Partner and 99% to the Holders of Limited Partnership Units until such
Holders have received, together with any prior distributions, an amount
equal to a non-compounded cumulative return of 10% per annum on their
adjusted capital contribution. Second, 1% to the General Partner and 99%
to the Holders until each Holder shall have received an amount equal to
their adjusted capital contributions. Finally, any sale or refinancing
proceeds, after payment of disposition fees to the Advisor, are
distributed 85.5% to the Holders of the Limited Partnership Units, and the
remainder (decreased by payments of fees to a subsidiary of Penn Mutual)
to the General Partner.
Income from a sale is allocated based on partners' capital accounts,
certain prior tax incidents and on the amount of sale proceeds received,
subject to a minimum of 1% of taxable income allocated to the General
Partner.
F-9
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. Summary of Significant Accounting Policies (Continued):
Allocation of Profits, Losses and Distributions Cash (Continued):
Quarterly cash distributions from operations of $6.25 per Limited
Partnership Unit were made to the Limited Partners during 1988 through
February 28, 1989. Subsequent to this date, quarterly distributions were
increased to $8.75 per Limited Partnership Unit through November 30, 1990,
after which the distributions were decreased to $6.25 per Limited
Partnership Unit through April 10, 1992. At that time, it was determined
by the Managing General Partner to suspend distributions in the best
interest of the Partnership. Distributions of $5 per unit resumed in the
second and third quarters of 1993 and were increased to $7.50 per unit for
the distributions made in 1994 and 1995. In addition, an extra
distribution of $50.00 per unit was made in 1995 from excess Partnership
cash reserves. A cash distribution of $16.92 per Limited Partnership Unit
from the sale proceeds of LaMancha Apartments was made on April 7, 1989
and a cash distribution of $97.38 per Limited Partnership Unit from the
sale of Lincoln Oaks apartments was made on July 28, 1994. For each
distribution, the General Partner was entitled to its 1% distributive
share pursuant to the Partnership Agreement.
The General Partner is obligated under the terms of the Partnership
Agreement to make capital contributions upon the Partnership's dissolution
in the amount necessary to enable the Partnership to pay to each Limited
Partner an 8% non-compounded return on the unrecovered capital
contribution of the Limited Partner, less all distributions of
distributable cash and all distributions of sale or refinancing proceeds
in excess of the capital contributions of the Limited Partner. This
guaranteed return is computed from the date of each Limited Partner's
admission to the Partnership. This obligation does not guarantee to the
Limited Partners a return of their capital contributions and is limited by
the available assets of the Partnership and the General Partner.
3. Investment in Real Estate:
Investment in real estate consists of the following as of December 31,
1995 and 1994:
<TABLE>
<CAPTION>
Building
Land and Improvements Total
---- ---------------- -----
1995
<S> <C> <C> <C>
Brunswick Hotel and Mall $285,000 $8,750,105 $9,035,105
Less: Accumulated Depreciation - 3,677,432 3,677,432
-------- ---------- ----------
Total $285,000 $5,072,673 $5,357,673
======== ========== ==========
1994
Brunswick Hotel and Mall $285,000 $8,628,733 $8,913,733
Less: Accumulated Depreciation - 3,144,977 3,144,977
--------- ---------- ----------
Total $285,000 $5,483,756 $5,768,756
========= =========== ==========
</TABLE>
F-10
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. Investment in Joint Venture:
On June 22, 1994, Lincoln Oaks I, Fort Worth Ltd., (the "Joint
Venture"), a joint venture in which Indepro Property Fund I, L.P. (the
"Registrant") had a 50% interest, including certain priorities and
preferences, conveyed title to Lincoln Oaks Apartments (Phase I) to
South West Properties, L.P., (the "Purchaser"). The Purchaser is a
Delaware limited partnership which invests in income-producing real
property and which has no affiliation to the Registrant or to the best
of the Registrant's knowledge, the Registrant's joint venture partner.
Lincoln Oaks Apartments is a 248 unit garden apartment complex located
on approximately 10 acres in Fort Worth, Texas. The Registrant paid
$3,925,000 on November 1, 1982, to acquire its interest in the Joint
Venture. Debt of $2,375,000 was originally placed on the project, for a
total project cost of $6,300,000.
The total consideration received by the Joint Venture for the sale of
the property was $5,600,000 in cash, which was negotiated at arm's
length through a competitive bidding process. Relevant factors utilized
in determining the adequacy of the consideration were the sale prices of
comparable properties in the marketplace, the age and physical condition
of the property sold, present and anticipated future market conditions
for multi-family properties in Fort Worth, Texas, and the duration of
the Partnership investment in the Joint Venture. After deducting costs
of sale of $153,919, and repayment of the balance of the mortgage loan
on the property of $2,253,081, the net sales proceeds from the sale of
the property amounted to $3,193,000.
The Joint Venture agreement specified that net sale proceeds be
distributed: first, to Indepro Property Fund I, L.P. in satisfaction of
its unpaid preferred cumulative return (11.5% of its outstanding capital
balance from November 1, 1982 through October 31, 1984, which totaled
$178,739 at June 22, 1994) or its unpaid preferred non-cumulative return
(11.5% of its outstanding capital balance for the current year); second,
to Indepro Property Fund I, L.P. in reduction of its outstanding capital
balance until the balance is reduced to zero; third, to all partners in
accordance with their respective participation percentages (50% to
Indepro Property Fund I, L.P. and 50% to the joint venture partner.) In
accordance with this agreement, the total net sales proceeds less
amounts retained by the Joint Venture to cover estimated costs
associated with the dissolution of the Joint Venture were distributed to
Indepro Property Fund I, L.P. Under the Partnership agreement, the net
sales proceeds received from the Joint Venture, less $90,900 due to the
Advisor for its purchase of the preferred return, was distributed to the
Limited Partners on July 28, 1994 in a distribution of $97.38 per unit.
Effective with the sale of the Lincoln Oaks I property on June 22, 1994,
the Partnership's investment in the joint venture was liquidated.
F-11
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. Investment in Joint Venture (continued)
The Partnership's investment in the Joint Venture was accounted for
under the equity method. The following is a summary of financial data
derived from audited financial statements of the Joint Venture as of the
end of each year and for the years ended December 31, 1994, and 1993:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Real estate (net of accumulated
depreciation of $0 in 1994 and
$2,313,549 in 1993) $ - $3,990,937
Other assets 224,081
---------- ----------
Total assets - 4,215,018
Mortgage note payable - 2,263,814
Other liabilities - 181,210
---------- ----------
Total liabilities 2,445,024
---------- ----------
Net assets $ - $1,769,994
========== ==========
Partnership's investment in joint venture $ - $1,855,387
========== ==========
Revenues 521,656 1,104,500
Operating expenses 562,612 1,097,126
---------- -----------
Net income (loss) $ (40,956) $ 7,374
========== ===========
Partnership's equity in net income (loss) $ (20,478) $ 3,687
========== ===========
Gain on sale $1,524,222 $ -
========== ===========
Partnership's share of gain on sale $1,434,295 $ -
========== ===========
A summary of changes in the Partnership's investment in Joint Venture for the years ended December 31, 1994 and 1993
is as follows:
1994 1993
---- ----
Balance, beginning of year $1,855,387 $2,056,647
Equity in income from Joint Venture 1,413,817 3,687
Cash distributions from Joint Venture (3,249,181) (199,209)
Amortization of advisor acquisition fee (4,303) (5,738)
Loss on liquidation of joint venture (106,620) -
Preferred return to Indepro Corp. 90,900 -
---------- ----------
Balance, end of year $ -- $1,855,387
========== ==========
</TABLE>
F-12
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
5. Notes Payable:
The promissory note due to Bank of Lancaster County, N.A. which is
collateralized by the Brunswick Hotel, was refinanced on August 12, 1993
from a 10.7% interest rate to an 8.25% interest rate. Due to this
refinancing monthly payments of interest and principal decreased from
$10,952 to $9,800 beginning September 1993. There were $16,000 in loan
fees related to this refinancing which were advanced under the note. As of
December 31, 1995, $791,443 which includes the $16,000 loan fees, has been
advanced under the note. The refinancing of the note extended the maturity
date to October 2001.
The aggregate amount of required principal payments assuming no additional
advances of principal and an interest rate of 8.25% through 2001 as of
December 31, 1995 are as follows:
1996 $ 75,606
1997 82,179
1998 89,322
1999 97,087
2000 115,108
Thereafter 76,956
--------
$536,258
========
6. Transactions with Affiliates:
Expenses incurred by the General Partner and affiliates and charged to the
Consolidated Statements of Income for the years ended December 31, 1995,
1994 and 1993 are summarized as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Reimbursement of legal, accounting and other
expenses to the General Partner or affiliates $ 8,224 $ 6,410 $ 490
General Partner management fee 45,530 28,407 7,976
</TABLE>
7. Industry Segment Information:
The Partnership's operations consist exclusively of investment in and
operations of income-producing real estate property.
8. Cash Flow Information:
For purposes of the Consolidated Statements of Cash Flows, the Partnership
considers highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Net cash provided by operating activities include interest payments of
$49,799, $56,207 and $68,311, respectively, for the years ended December
31, 1995, 1994 and 1993.
F-13
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. Concentration of Credit Risk:
The Partnership's operations consist of ownership of a hotel located in
Lancaster, Pennsylvania. The Partnership maintains adequate levels of
property and liability insurance for the hotel. The Partnership's hotel
customers primarily include governmental agencies, and to a lesser extent,
corporate travelers and tourists. The Partnership performs credit
evaluations of its customers and generally does not require collateral.
The Partnership invests its excess cash primarily through a major
commercial bank. Cash available in these accounts may at times exceed FDIC
insurance limits.
10. Capital Lease Obligation:
In May 1992, Indepro Property Fund I, L.P. entered into a five year
capital lease agreement with Town and Country Inc., a wholly-owned
subsidiary of Bank of Lancaster County, N.A., in the amount of $47,782 for
computer equipment for the Brunswick Hotel. Monthly payments are in the
amount of $1,604 based on a 9.5% interest rate. At the end of the five
year agreement, Town and Country Inc. will provide Indepro Property Fund
I, L.P. with the title to the equipment free and clear of all liens,
claims and encumbrances of any kind.
The following is a schedule by years of future minimum lease payments
under this lease and the present value of the net minimum lease payments
as of December 31:
1996 $ 12,765
1997 329
---------
Future minimum lease payments 13,094
Less: Amount representing interest 666
---------
Present value of net minimum lease payments $ 12,428
=========
As of December 31, 1995, $35,353 has been amortized on this obligation.
F-14
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions End of Year
----------- ------- -------- ---------- -----------
<S> <C> <C> <C> <C>
1995
Allowance for accounts receivable $ 22,996 $ - $ 6,266 $ 16,730
============ =========== ========= ===========
1994
Allowance for accounts receivable $ 15,200 $ 7,796 $ - $ 22,996
============ =========== ========= ===========
1993
Allowance for accounts receivable $ 15,800 $ - $ 600 $ 15,200
============ ============ ========= ===========
</TABLE>
F-15
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1995
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
------ ------ ------ ------ ------
Cost Capitalized Gross Amount at Which
Initial Costs to Subsequent to Carried at End of Year
Partnership Acquisition
------------------------------------------------------------------------------------------
Building and
Building and Carrying Improvements Total
Description Encumbrances Land Improvements Improvements Costs (b) Land Carrying Costs (c)(d)
- ----------- ------------ ---- ------------ ------------ --------- ---- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Brunswick Motor
Inn and Mall,
227 guest room
hotel and
office/
conference
center in
Lancaster,
Pennsylvania (a) $285,000 $6,282,935 $ 2,513,008 $8,992 $285,000 $8,750,105 $9,035,105
</TABLE>
<TABLE>
<CAPTION>
Col. A Col. F Col. G Col. H Col. I
------ ------ ------ ------ ------
Life on which
Depreciation in
Latest income
Accumulated Date of Date Statement is
Description Depreciation(c) Construction Acquired Computed
- ----------- ------------- ------------ -------- --------
<S> <C> <C> <C>
Brunswick Motor
Inn and Mall,
227 guest room
hotel and
office/
conference
center in 30 yrs Building
Lancaster, January 1, 10 years
Pennsylvania $3,677,432 1970 1987 Improvements
</TABLE>
<PAGE>
NOTES TO SCHEDULE III
a) See description of Mortgage Notes Payable in the notes to the
consolidated financial statements.
b) Consists of legal fees, appraisal fees, advisor fees, total costs and
other related professional fees.
c) Reconciliation of Real Estate
Balance at beginning of period 8,913,733
Additions during period:
Improvements 121,372
----------
$9,035,105
Balance at end of period ==========
Reconciliation of Accumulated Depreciation
Balance at beginning of period 3,144,977
Depreciation expense for the period 532,455
----------
Balance at end of period $3,677,432
==========
d) The aggregate cost of land, building and improvements for federal income
tax purposes is the same as for book purposes.
F-16
<PAGE>
LINCOLN OAKS I,
FORT WORTH, LTD.
Financial Statements
For the Period Ended October 31, 1994
F-17
<PAGE>
Report of Independent Auditors
To the Partners of Lincoln Oaks I, Fort Worth, Ltd.:
We have audited the accompanying statements of operations, changes in
partners' capital and cash flows of Lincoln Oaks I, Fort Worth, Ltd., a Texas
limited partnership (the "Partnership"), for the period from January 1, 1994
through October 31, 1994 (date of Partnership dissolution). These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those 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 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Lincoln
Oaks I, Fort Worth, Ltd. for the period from January 1, 1994 through October
31, 1994, in conformity with generally accepted accounting principles.
As discussed in Note 6, on June 22, 1994, the Partnership sold the apartment
property which represented its primary asset and accounted for substantially
all of the Partnership's revenues and expenses. The Partnership was dissolved
on October 31, 1994.
/s/ Ernst & Young LLP
Dallas, Texas
February 9, 1995
F-18
<PAGE>
LINCOLN OAKS I, FORT WORTH, LTD.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 1994 THROUGH OCTOBER 31, 1994
REVENUES:
Rental income $ 504,870
Other income 16,786
----------
521,656
----------
EXPENSES:
Operations $ 291,383
Interest 105,975
Real estate taxes 67,992
Depreciation 97,262
----------
562,612
----------
LOSS BEFORE GAIN ON SALE (40,956)
GAIN ON SALE OF PROPERTY 1,524,222
----------
NET INCOME $1,483,266
==========
See accompanying notes.
F-19
<PAGE>
LINCOLN OAKS I, FORT WORTH, LTD.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE PERIOD FROM JANUARY 1, 1994 THROUGH OCTOBER 31, 1994
<TABLE>
<CAPTION>
Managing Non-Managing
General General Limited
Partner Partner Partner Total
------- ------- ------- -----
<S> <C> <C> <C> <C>
CAPITAL,
beginning of period $ (64,060) $ 1,835,364 $(1,310) $ 1,769,994
LOSS BEFORE GAIN ON
SALE (20,068) (20,478) (410) (40,956)
GAIN ON SALE OF
PROPERTY 88,207 1,434,295 1,720 1,524,222
DISTRIBUTIONS (4,079) (3,249,181) - (3,253,260)
---------- ----------- ------- -----------
CAPITAL,
end of period $ - $ - $ - $ -
========== =========== ======= ===========
</TABLE>
See accompanying notes.
F-20
<PAGE>
LINCOLN OAKS I, FORT WORTH, LTD.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1994 THROUGH OCTOBER 31, 1994
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,483,266
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 97,262
Gain on sale of property (1,524,222)
Decrease in assets and liabilities:
Other assets 19,287
Due from affiliate 2,948
Accounts payable and accrued expenses (162,529)
Tenant security deposits (18,681)
------------
Net cash used in operating activities (102,669)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property (14,898)
Net proceeds from the sale of property 5,434,942
-----------
Net cash provided by investing activities 5,420,044
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage note payable (10,733)
Retirement of mortgage note payable (2,253,081)
Distributions to partners (3,253,260)
------------
Net cash used in financing activities (5,517,074)
------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (199,699)
CASH AND CASH EQUIVALENTS, beginning of period 199,699
-----------
CASH AND CASH EQUIVALENTS, end of period $ -
===========
Cash paid during the year for interest $ 125,202
===========
</TABLE>
See accompanying notes.
F-21
<PAGE>
LINCOLN OAKS I, FORT WORTH, LTD.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1994
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Organization -
Lincoln Oaks I, Fort Worth, Ltd., a Texas limited
partnership (the "Partnership"), was formed November 1, 1982, for the
purpose of acquiring, owning and operating a 248-unit garden
apartment property (the "Property") in Fort Worth, Texas. Lincoln
Property Company No. 364, Ltd., a Texas limited partnership, was the
managing general partner.
Method of Accounting -
The accounting records of the Partnership were
maintained on the basis of accounting used for federal income tax
reporting purposes. The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles
by use of memorandum entries.
Cash and Cash Equivalents -
For purposes of the Statement of Cash Flows, the
Partnership considered all highly-liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Revenue Recognition -
Apartments were leased to individual tenants on
short-term (generally six months) leases at fixed rates. Rental
revenue was recognized monthly as earned.
Income Tax Matters -
No federal taxes are payable by the Partnership and
none have been provided in the accompanying financial statements. The
partners are to include their respective share of Partnership income
or loss in their individual tax returns.
Depreciation -
The buildings and improvements were depreciated on
the straight-line method over estimated useful lives of 5 to 30
years.
F-22
<PAGE>
(2) TRANSACTIONS WITH AFFILIATES:
Certain of the Partnership's expenses and other
disbursements incurred in the normal course of business were paid
from a central operating account of an affiliated corporation. The
Partnership reimbursed the affiliate on a regular basis for
disbursements made on its behalf. All disbursements were identified
by partnership and the disbursements and reimbursements were
accounted for by the Partnership as due to or due from affiliate. The
due from affiliate of $2,948 at December 31, 1993, was collected by
the Partnership in 1994.
For its services in managing the operations of the
Property, Lincoln Property Co. Texas, Inc., an affiliate of the
managing general partner, received a management fee of $28,261 in
1994, equal to 5% of the project's gross income, as defined. For its
services in providing partnership accounting, audit assistance and
tax return preparation, an affiliate of the managing general partner
received a fee of $7,530 in 1994. Fees for these services are
included in operations expense in the accompanying financial
statements.
In addition, for its services related to the sale
of the Property, Lincoln Eastern Management Corporation, an affiliate
of the managing general partner, received a fee of $16,672 in 1994.
(3) MORTGAGE NOTE PAYABLE:
On November 30, 1988, the mortgage note payable was
modified to extend the maturity date from November 1989 to December
1998 and to modify the interest rate to 10%. Monthly payments of
$20,565 were due until December 1998, at which time all unpaid
principal and accrued interest was due. The mortgage note was retired
on June 22, 1994 in conjunction with the sale of the Property.
(4) PARTNERS' CAPITAL:
Participation Percentages -
In accordance with the partnership agreement, the
managing general partner and limited partner, Lincoln Property Co.
No. 364, Ltd., and non-managing general partner, Indepro Property
Fund I, L.P., have participation percentages of 49%, 1% and 50%,
respectively.
Capital Contributions -
At inception of the Partnership, the managing
general partner contributed the apartment property and related
liabilities. Initial cash contributions of $3,925,000 and $100 were
made by the non-managing partner and limited partner, respectively.
F-23
<PAGE>
Net Income (Loss) Allocation -
In accordance with the partnership agreement, net
income and net losses from operations were to be allocated to all
partners in proportion to their respective participation percentages.
Cash Flow Distributions -
The Partnership was to make distributions from net
cash flow, as defined, of the Partnership in the following order of
priority:
(a) To the non-managing general partner, a preferred
return (cumulative through October 31, 1984) equal to
11.5% per annum of its aggregate, outstanding capital
balance, as defined; then,
(b) To all partners, in accordance with their respective
participation percentages.
Distributions Upon Sale and Dissolution -
Upon sale of the Partnership's assets and
dissolution of the Partnership, distribution of net sales proceeds,
as defined, are to be made in the following order of priority:
(a) To creditors, for full payment of debts and
liabilities;
(b) To payment of expenses of liquidation of the
Partnership;
(c) To reserves deemed necessary by the managing general
partner for any contingent or unforeseen liabilities
or obligations of the Partnership;
(d) To the non-managing general partner, in satisfaction
of the unpaid preferred cumulative return or its
unpaid preferred non-cumulative return:
(e) To the non-managing general partner, in reduction of
its outstanding capital balance, until the capital
balance is reduced to $0; then
(f) To the remaining partners in accordance with their
respective participation percentages.
Distributions of net sales proceeds and net cash
flow during 1994 totalled $3,253,260.
F-24
<PAGE>
(5) RECONCILIATION OF FINANCIAL INCOME TO TAX INCOME FOR 1994:
<TABLE>
<CAPTION>
<S> <C>
Net income per financial statements $1,483,266
Excess of depreciation for financial reporting
purposes over amount reported for tax purposes 2,438
Gain on sale of Property reported for tax purposes in excess
of amount reported for financial reporting purposes due to
lower tax basis of the property
2,432,184
----------
Net income per tax return $3,917,888
==========
</TABLE>
(6) SALE OF PROPERTY AND DISSOLUTION OF PARTNERSHIP:
On June 22, 1994, the Partnership sold the Property for $5,600,000
and retired its mortgage note payable. For financial reporting
purposes, a gain of $1,524,222 was recognized on the sale. The
Partnership was dissolved on October 31, 1994.
F-25
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Indepro Property Fund I, Corp.:
We have audited the accompanying balance sheet of Indepro Property
Fund I, Corp. as of December 31, 1995. This financial statement is the
responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly,
in all material respects, the financial position of Indepro Property Fund I,
Corp. as of December 31, 1995 in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 7, 1996
F-26
<PAGE>
INDEPRO PROPERTY FUND I, CORP.
BALANCE SHEET
AS OF DECEMBER 31, 1995
Assets
Cash and cash equivalents $ 2,124,448
Receivable from affiliates 210,905
----------
Total Current Assets 2,335,353
Investment in Indepro Property Fund I, L.P. 1,862,811
Notes receivable from parent 1,400,000
Deferred taxes 783,017
----------
Total Assets $ 6,381,181
===========
Liabilities and Stockholder's Equity
Accounts payable $ 3,600
State taxes payable 27,678
Liability for Guarantee 2,314,516
----------
Total Liabilities 2,345,794
----------
Stockholder's Equity
Common stock (par value $1.00 per share
1,000 shares authorized, issued and
outstanding) 1,000
Paid in capital 1,933,021
Retained earnings 2,101,366
----------
Total Stockholder's Equity 4,035,387
----------
Total Liabilities and Stockholder's Equity $6,381,181
==========
F-27
<PAGE>
INDEPRO PROPERTY FUND I, CORP.
Notes to Financial Statements
1. Description of Company:
Indepro Property Fund I, Corp. (the Company or the General Partner) was
incorporated in the State of Delaware on December 24, 1981. The Company
was formed to administer the operations of and act as the General Partner
for the Indepro Property Fund I, L.P. (the Partnership), a public limited
partnership which invests in income-producing real property.
The Company is a wholly-owned subsidiary of Indepro Corp. (the Parent)
which is an indirect, wholly-owned subsidiary of the Penn Mutual Life
Insurance Company (Penn Mutual). The Parent also acts as the Advisor for
the Partnership.
2. Summary of Significant Accounting Policies:
Cash and Cash Equivalents
Investments with maturities of three months or less when purchased are
considered to be cash equivalents. The Company invests excess funds in
short-term, interest-bearing obligations, including money market mutual
funds sponsored by an affiliate of Penn Mutual. The carrying amount of
cash equivalents approximates fair value due to the short-term maturity of
these investments. The Company believes it is not exposed to any
significant credit risk on cash and cash equivalents.
Notes Receivable
Notes receivable from the Parent are payable on demand and are stated at
par. Accrued interest receivable on the notes is recorded when earned and
included in other receivables from affiliates.
Income Taxes
The Company is included in the consolidated federal tax return of Penn
Mutual. All currently payable federal taxes are paid by the Parent on
behalf of the Company and therefore no currently payable federal tax
liability is established by the Company. The Company records all taxes
paid on its behalf by the Parent as additional paid in capital. Any
benefits would be recorded as a reduction in paid in capital. The Company
files state tax returns and reflects currently payable state taxes on the
balance sheet in accounts payable.
The Company provides for deferred income taxes to reflect the impact of
temporary differences between the amount of assets and liabilities
recognized for financial reporting purposes and such amounts recognized
for tax reporting purposes. These deferred taxes are measured using the
liability method by applying current tax laws and are analyzed on a
periodic basis to determine if the items are currently reportable for
federal income tax purposes. Once these items are part of the Company's
current tax liability or receivable, they are recorded as additions to or
reductions in paid in capital.
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.
Investment in Indepro Property Fund I, L.P.
The Company's investment in the Partnership is accounted for under the
equity method.
F-28
<PAGE>
INDEPRO PROPERTY FUND I, CORP.
Notes to Financial Statements (continued)
3. Related Party Transactions:
The Company is reimbursed by the Partnership for direct expenses relating
to the administration of the Partnership. The General Partner is entitled
to receive a partnership management fee equal to 1% of the annual gross
rents and hotel revenues of the Partnership's interest in its properties,
not to exceed 2.5% of the Partnership's Distributable Cash (prior to
payment of these fees) in any fiscal year. Accounts receivable includes
$45,530 related to this management fee.
Notes receivable represents $1,400,000 due on demand from the Parent.
Interest on these notes is payable annually and accrues at the greater of
the prime rate on the preceding payment date plus 1% or the minimum arm's
length rate of interest on the preceding payment date provided for under
Section 482 of Internal Revenue Code of 1954.
The outstanding balance and payment terms for these notes are as follows:
Principal
Interest Payment Current Balance as of
Date Interest Rate December 31, 1995
---------------- ------------- -----------------
June 30 10.00% $ 400,000
December 1 9.75% $1,000,000
The carrying amount of this receivable approximates fair value.
4. Investment in Indepro Property Fund I, L.P. (the Partnership):
The Company owns a 1% general partnership interest in the Partnership. In
addition, from 1987 to 1989, the Company purchased 6,421 or 21.4% of the
Limited Partnership Units of the Partnership for an aggregate purchase
price of $2,036,929. These units were purchased through presentment offers
whereby the Company offered to purchase units at approximately 85% of the
amount which would have been distributable to each Limited Partner
assuming that the Partnership had sold all of its properties for their
fair market value and had distributed the net sales proceeds in accordance
with the Partnership Agreement. The Company does not intend, nor is it
obligated to make, any future presentment offers to the Limited Partners.
The Partnership Agreement provides for the allocation and distribution of
Partnership income, loss, and distributable cash as 1% to the General
Partner and 99% to the Limited Partnership Units. All sale and refinancing
proceeds are distributed 1% to the General Partner and 99% to the Limited
Partnership Units until the Limited Partners have received a
non-compounded cumulative return of 10% per annum on their adjusted
capital contribution. Any additional proceeds are distributed 85.5% to the
Limited Partnership Units and the remainder to the General Partner.
The Company is obligated, under the terms of the Partnership Agreement, to
make capital contributions to the Partnership upon the Partnership's
dissolution in the amount necessary to enable the Partnership to pay each
Limited Partner a guaranteed 8% non-compounded return on the unrecovered
capital contribution of the Limited Partner. This obligation does not
guarantee to the Limited Partners a return of their capital contributions
and is limited by the available assets of the Partnership and Company. As
of December 31, 1995, the estimated amount of this obligation to the
Limited Partners was approximately $3,067,392. The Partnership had
available cash distributable to the Limited Partners of $752,876 at
December 31, 1995 which would have reduced this obligation to $2,314,516.
The carrying amount of this liability approximates fair value.
Due to the General Partner's efforts to sell the remaining property in the
Partnership, the guarantee will likely become payable during 1996 upon
termination of the Partnership. Therefore, the liability for the guarantee
through December 31, 1995 was recognized in this financial statement.
F-29
<PAGE>
INDEPRO PROPERTY FUND I, CORP.
Notes to Financial Statements (continued)
4. Investment in Indepro Property Fund I, L.P. (the Partnership) (continued):
The following is a summary of financial data for the Partnership as of
December 31, 1995:
Investments in real estate (net of accumulated
depreciation and amortization of $3,677,432) $5,357,673
Cash and cash equivalents 967,574
Other assets 392,937
-----------
Total Assets $ 6,718,184
===========
Notes payable 536,258
Other liabilities 249,958
-----------
Total Liabilities 786,216
Partners' Capital 5,931,968
-----------
Total Liabilities and Partners' Capital $ 6,718,184
===========
5. Concentration of Credit Risk:
The Company's operations consist of investments in commercial real estate
through the Partnership. The Partnership's investment in a hotel located
in Lancaster, Pennsylvania primarily caters to U.S. Government Agencies
and, to a lesser extent, tourist and corporate travelers. The Partnership
performs credit evaluations of its customers and generally does not
require collateral.
6. Income Taxes:
At December 31, 1995, deferred income taxes recognized in the balance
sheet of $783,017 were comprised of the tax effect of the temporary
differences between the financial statement and tax basis of the Company's
investment in the Partnership and a deferred federal income tax asset on
the 8% guarantee to the Indepro Property Fund I, L.P.
Limited Partners.
F-30
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 967,574
<SECURITIES> 0
<RECEIVABLES> 310,202
<ALLOWANCES> 16,730
<INVENTORY> 0
<CURRENT-ASSETS> 1,360,511
<PP&E> 9,035,105
<DEPRECIATION> 3,677,432
<TOTAL-ASSETS> 6,718,184
<CURRENT-LIABILITIES> 237,530
<BONDS> 536,258
0
0
<COMMON> 0
<OTHER-SE> 5,931,968
<TOTAL-LIABILITY-AND-EQUITY> 6,718,184
<SALES> 4,608,277
<TOTAL-REVENUES> 4,608,277
<CGS> 1,775,206
<TOTAL-COSTS> 1,775,206
<OTHER-EXPENSES> 2,119,952
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49,624
<INCOME-PRETAX> 775,464
<INCOME-TAX> 0
<INCOME-CONTINUING> 775,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 774,464
<EPS-PRIMARY> 26
<EPS-DILUTED> 26
</TABLE>
