<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 1996 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 or 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 September 30, 1996.
.
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
INDEX OF FINANCIAL STATEMENTS
Page Number
-----------
Part I - Financial Information
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets, as of September 30, 1996
and December 31, 1995 3
Consolidated Statements of Income, for the three and nine
months ended September 30, 1996 and 1995 4
Consolidated Statement of Partners' Capital for the nine
months ended September 30, 1996 5
Consolidated Statements of Cash Flows, for the nine months
ended September 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7-8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
Part II - Other Information 13
2
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
CONSOLIDATED BALANCE SHEETS
As of September 30, 1996 and December 31, 1995
SEPTEMBER 30 DECEMBER 31
1996 1995
---- ----
Assets
Investments in real estate at cost (note 3) $9,070,461 $9,035,105
Less: Accumulated depreciation and amortization 3,677,432 3,677,432
---------- ----------
Total investments 5,393,029 5,357,673
Cash and cash equivalents
1,105,389 967,574
Accounts receivable (net of allowance for doubtful
accounts of $3,371 in 1996 and $16,730 in 1995) 466,848 293,472
Prepaid expenses and other assets (net of accumulated
amortization of $6,250 in 1996 and $4,750 in 1995) 117,572 99,465
---------- ----------
Total Assets $7,082,838 $6,718,184
========== ==========
Liabilities and Partners' Capital
Notes payable 480,293 536,258
Capital lease obligation 3,460 12,428
Due to general partner and affiliates 62,576 45,530
Accrued liabilities 130,915 187,214
Advance deposits 9,194 4,786
---------- ----------
Total Liabilities 686,438 786,216
---------- ----------
Partners' capital 6,396,400 5,931,968
---------- ----------
Total liabilities and partners' capital $7,082,838 $6,718,184
========== ==========
The accompanying notes are an integral part of the
consolidated financial statements.
3
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Three months Three months Nine months Nine months
Ended Ended Ended Ended
Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1996 Sept. 30, 1995
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Income
Hotel revenues $ 1,260,359 $ 1,294,317 $ 3,500,051 $ 3,548,928
Hotel cost of revenues 455,829 476,597 1,330,489 1,337,599
----------- ----------- ----------- -----------
Gross profit from hotel operations 804,530 817,720 2,169,562 2,211,329
Investment income 10,718 4,139 28,739 53,411
----------- ----------- ----------- -----------
Total income 815,248 821,859 2,198,301 2,264,739
----------- ----------- ----------- -----------
Expenses
Property operating expenses 262,905 255,476 780,380 749,254
Depreciation and amortization 500 133,762 1,500 398,441
Real estate taxes 48,759 51,815 103,665 171,056
Administrative (7,883) 32,512 30,834 69,181
Repairs and maintenance 22,973 24,721 72,391 80,790
Insurance 4,249 13,001 40,450 50,425
Provision for doubtful accounts 1,362 1,730 (9,759) 10,212
Write-off of other assets -- -- -- 10,720
Interest expense 10,471 12,292 32,589 37,898
----------- ----------- ----------- -----------
Total expenses 343,336 525,308 1,052,050 1,577,977
----------- ----------- ----------- -----------
Net Income $ 471,912 $ 296,552 $ 1,146,251 $ 686,762
=========== =========== =========== ===========
Net income allocated to Limited
Partners $ 467,193 $ 293,586 $ 1,134,788 $ 679,894
Net income allocated to General
Partner 4,719 2,966 11,463 6,868
----------- ----------- ----------- -----------
$ 471,912 $ 296,552 $ 1,146,251 $ 686,762
=========== =========== =========== ===========
Net income per Limited Partnership
interests outstanding (30,000) $ 16 $ 10 $ 38 $ 23
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
4
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 1996
<TABLE>
<CAPTION>
Limited
General Partnership
Partner Units Total
---------- ---------- ----------
<S> <C> <C> <C>
Partners' capital at January 1, 1996 754,702 5,177,266 5,931,968
Net income for the quarter ended March 31, 1996 457 45,217 45,674
Cash distributions from operations (22,727) (204,547) (227,274)
---------- ---------- ----------
Partners' capital at March 31, 1996 732,432 5,017,936 5,750,368
Net income for the quarter ended June 30, 1996 6,287 622,378 628,665
Cash distributions from operations (22,727) (204,546) (227,273)
---------- ---------- ----------
Partners' capital at June 30, 1996 715,992 5,435,768 6,151,760
Net income for the quarter ended September 30, 1996 4,719 467,193 471,912
Cash distributions from operations (22,727) (204,545) (227,272)
---------- ---------- ----------
Partners' capital at September 30, 1996 $ 697,984 $ 5,698,416 $ 6,396,400
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
5
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Nine months Nine months
Ended Ended
Sept. 30, 1996 Sept. 30, 1995
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,146,251 $ 686,762
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,500 398,441
Write-off of other assets -- 10,720
Change in assets and liabilities:
Increase in accounts receivable (173,376) (150,149)
Increase in prepaid expenses (19,607) (13,062)
Decrease in accrued liabilities (56,299) (44,591)
Increase in advance deposits 4,408 4,245
Increase (decrease) in amounts due to general
partner and affiliates 17,046 (82,414)
----------- -----------
Net cash provided by (used in) operating activities 919,923 809,952
----------- -----------
Cash flows from investing activities:
Additions to real estate (35,356) (77,782)
----------- -----------
Net cash provided by (used in) investing activities (35,356) (77,782)
----------- -----------
Cash flows from financing activities:
Repayment of notes payable (55,965) (51,586)
Repayment of capital lease obligation (8,968) (8,159)
Distributions to partners from operations (681,819) (681,822)
Distributions to partners from reserves -- (1,515,152)
----------- -----------
Net cash (used in) financing activities (746,752) (2,256,719)
----------- -----------
Net increase (decrease) in cash and cash equivalents 137,815 (1,524,549)
Cash and cash equivalents, beginning of period 967,574 2,226,528
----------- -----------
Cash and cash equivalents, end of period $ 1,105,389 $ 701,979
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
6
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 1996
1. General
The preceding unaudited financial information sets forth the operations of
Indepro Property Fund I, L.P. for the nine months ended September 30,
1996. In the opinion of Management, the financial statements reflect all
adjustments necessary to present fairly the results of operations for the
nine months ended September 30, 1996.
Footnotes are presented pursuant to Rule 10-01 of Regulation S-X and do
not include complete financial information otherwise made in the
Form 10-K. These interim financial statements should be read in
conjunction with the Form 10-K for the year ended December 31, 1995.
2. Partners' Capital
Indepro Property Fund I, L.P. made distributions of $227,274 in March
1996 relating to the operations for the fourth quarter of 1995, $227,273
in June 1996 relating to the operations for the first quarter of 1996 and
$227,272 in September, 1996 relating to the operations of the second
quarter of 1996. Pennsylvania withholding taxes that were paid by Indepro
Property Fund I, L.P. on the partners behalf were deducted from the
quarterly distributions. The General Partner expects to continue
distributions for 1996 at approximately $227,000 per quarter.
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 consisted of the following as of September 30,
1996:
<TABLE>
<CAPTION>
Building and
Property Land Improvements Total
-------- ---- ------------ -----
<S> <C> <C> <C>
Brunswick Hotel and Conference Center $ 285,000 $ 8,785,461 $ 9,070,461
Less: Accumulated Depreciation 0 3,677,432 3,677,432
----------- ---------------- -----------
Total $ 285,000 $ 5,108,029 $ 5,393,029
=========== ================ ===========
7
</TABLE>
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 1996
3. Investments in Real Estate (continued)
On at least an annual basis, the General Partner prepares an estimate of
value for the 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. An
impairment loss is recognized 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.
Effective April 1, 1996, the Partnership adopted Statement of Financial
Accounting Standards 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," which requires that
assets that are being held for sale should be reported at the lower of
carrying amount or net realizable value. The remaining real estate property
in the Partnership, the Brunswick Hotel and Conference Center, is currently
being held for sale. Accordingly, this property has been reported at the
lower of carrying amount or net realizable value. In addition, the
Partnership has discontinued recording depreciation on this asset as of
January 1, 1996.
4. Cash Flow Information
Net cash provided by operating activities reflects cash payments for
interest of $32,840 and $38,028 respectively, during the nine months ended
September 30, 1996 and September 30, 1995.
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.
5. 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.
8
<PAGE>
INDEPRO PROPERTY FUND I, L.P. AND SUBSIDIARY
(A Delaware Limited Partnership)
Part I, Item 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
The Partnership's net income for the nine months ended September 30, 1996 was
$1,146,251, an increase of $459,489 from the same period of the prior year. This
increase is primarily attributable to the adoption of Statement of Financial
Accounting Standards 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." This statement requires that no
depreciation be recognized on assets being held for sale. Since the Brunswick
Hotel and Conference Center is currently being held for sale, the Partnership
discontinued recording depreciation effective January 1, 1996. This change
caused an increase in net income of $396,941 from the nine months ended
September 30, 1995 over the nine months ended September 30, 1996. In addition,
the Partnership received a refund on prior years' real estate taxes of
approximately $93,000 which also had a positive impact on net income. These
increases were partially offset by a slight decline in gross profit from
operations of the Brunswick Hotel in comparison with the same period of the
prior year.
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 increased from $691,290 for the nine months
ended September 30, 1995 to $1,162,715 for the nine months ended September 30,
1996, primarily due to the fact that depreciation has been discontinued on the
Brunswick Hotel, since it is currently being held for sale. In addition, a
refund of approximately $93,000 was received from a successful appeal of the
real estate taxes on the hotel for years 1989 through 1992. Excluding the effect
of the depreciation and the real estate tax refund, the operations of the
Brunswick Hotel decreased by $18,559. Room revenue is down by approximately
$42,938 for the nine months ended September 30, 1996 compared to the same period
from the prior year due to a decline in average occupancy rates from 77.3% to
75.1%, while food and beverage revenues increased by $4,812. In addition,
revenues from the mall decreased by approximately $32,750 from the prior year
due to the fact that the Hotel's lease with the United Artist Theater (which was
located in the mall) expired in November, 1995 and the operators of the theater
did not extend their lease. The decline in revenues was offset by a decrease in
expenses for the nine months ended September 30, 1996 in comparison with the
same period of the prior year. Total operating expenses attributable to the
Brunswick Hotel and Conference Center decreased by $52,317, of which
approximately $19,970 relates to the provision for uncollectible accounts. This
decrease is due to the excellent collection experience as a result of the
government and group clients providing the majority of the Hotel's business. In
addition, during the nine months ended September 30, 1995, loan fees associated
with the previous mortgage on the Brunswick Hotel and Conference Center were
written off in the amount of $10,720. Also, state income taxes associated with
the operations of Hotel Brunswick, Inc., a subsidiary of the Partnership,
decreased by $25,687 due to the ability to use prior year suspended loss
carryforwards in computing the taxes owed.
9
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Results of Operations (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.
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 first one-year option through September 30,
1997 has been exercised. The Army has booked approximately 12,300 room nights
for the fiscal year ended September 30, 1997. The lease is terminable by the
Army at any time by giving at least sixty days prior written notice, subject to
the guarantee 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 May, 1996.
OPM and the Brunswick Hotel entered into a new agreement which commenced 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. OPM
is anticipated to account for approximately 22,000 room nights for the fiscal
year ending September 30, 1997.
In October, 1995, OPM mailed a solicitation for offers to the Hotel and other
interested parties for a ten year contract which could commence as early as
September, 1997. OPM revised the solicitation for offers in April, 1996 from a
term of ten years to fifteen years and also reduced the initial rooms
requirement by twenty percent. The Brunswick Hotel was one of three finalists
selected for bidding on the OPM contract; however, in June, 1996, the contract
was awarded to Ken Lowe Management Company of Shepherdstown, West Virginia. Ken
Lowe will build a new training facility with hotel rooms and dining areas on
what is now vacant land in Shepherdstown, West Virginia. In a debriefing session
with members of the OPM selection committee, the General Partner and Brunswick
Hotel management staff were told that a new "to be built" facility was the
primary reason for choosing an alternate site. OPM is anticipating the new
facility will be complete between October, 1997 and March, 1998 and management
expects to lose the significant business provided by OPM when the new facility
opens. The loss of business associated with the OPM contract will result in a
significant decline in revenues and cash flows unless and until the Brunswick
Hotel can be repositioned to attract other business since OPM accounts for
approximately 22,000 of the approximately 60,000 total room nights sold at the
Hotel annually. This decline is not expected to occur until the fourth quarter
of 1997 or the first quarter of 1998. Elmhurst Hospitality Management Company
and the general manager of the hotel are contacting other government agencies as
possible replacements for the OPM business.
10
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
As of September 30, 1996, the Partnership had cash and cash equivalents totaling
$1,105,389, in comparison with $967,574 at December 31, 1995 and $701,979 at
September 30, 1995. The increases are due to cash provided by operations of the
Brunswick Hotel.
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, replacement of the boiler and laundry equipment, and installion of a
complete sprinkler system in all guest rooms and common areas. The General
Partner has budgeted approximately $154,132 to be spent in 1996 for capital
improvements, $35,356 of which was spent in the nine months ended September 30,
1996. The balance of the improvements budget for 1996 is anticipated to be
completed by December 31, 1996 and includes renovation of the Hotel elevators
and HVAC additions in the lower level mall area.
During 1991, the Hotel obtained third party financing in the form of a
promissory note to fund the major renovations to the Hotel and Conference
Center. Approximately $791,443 has been advanced under this note, which has a
balance of $480,293 at September 30, 1996.
The Brunswick Hotel is the sole remaining property owned by the Partnership. The
General Partner had engaged the Grubb and Ellis Hospitality Group to assist in
the marketing and sale of the Brunswick Hotel. Although several offers have been
submitted from prospective purchasers since the marketing and sale effort began,
none of the prospects has demonstrated an ability to complete the purchase and
sale transaction to date. The listing agreement with Grubb and Ellis (including
several extensions) expired and the General Partner will not provide any further
extensions. The General Partner is exploring alternative marketing ideas for the
sale of the Hotel and it has received a proposal and interviewed additional
parties to assist in the re-marketing effort. 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.
Distributions
Indepro Property Fund I, L.P. made a distribution of $227,274 in March 1996
relating to the operating results for the fourth quarter of 1995, a distribution
of $227,274 in June 1996 related to the operating results for the first quarter
of 1996, and a distribution of $227,272 in September 1996 related to the
operating results for the second quarter of 1996. Pennsylvania withholding taxes
that were paid by Indepro Property Fund I, L.P. on the partners behalf were
deducted from the quarterly distributions. The General Partner expects to
continue distributions for 1996 at approximately $227,000 per quarter.
11
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
Liquidity and Capital Resources (continued)
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. As
of September 30, 1996, the estimated amount of this obligation to the Limited
Partners (excluding the General Partner's Limited Partnership Units) was
approximately $3,082,483. The Partnership had cash of $1,105,389 at September
30, 1996. If the General Partner distributed this cash, the Limited Partners'
share would have been $860,111, which would have reduced the amount of this
obligation to $2,222,372. The General Partner has cash of $2,309,550, demand
notes of $1,400,000, and would have $245,278 of its share of Partnership cash
for a total of $3,954,828 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. In addition to its various initiatives to improve the
financial condition of the Partnership as discussed herein, the General Partner
is considering the potential benefits and liabilities, and their impact on the
Limited Partners, of sale of the Brunswick Hotel, the sole remaining property in
the Partnership, and the ultimate dissolution and liquidation of the
Partnership. The General Partner had engaged the Grubb and Ellis Hospitality
Group to assist in the marketing and sale of the Brunswick Hotel. The listing
agreement with Grubb and Ellis (including several extensions) expired and the
General Partner will not provide any further extensions. The General Partner is
currently exploring alternative marketing ideas for the sale of the Hotel and
has interviewed additional parties to assist in the re-marketing effort.
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.
12
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
(A Delaware Limited Partnership)
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
As of September 30, 1996, the Partnership 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 2. Changes in Securities
None
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable
ITEM 5. Other Information
Reference is made to the discussion of the Registrant's
contractual arrangements with the Office of Personnel Management
("OPM") in `Management's Discussion and Analysis of Financial
Condition -- Results of Operations' and the likely future
adverse effects of OPM's intended course of action.
ITEM 6. Exhibits and Reports on Form 8-K
No reports were filed on Form 8-K during the quarter ended
September 30, 1996.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of 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/ Wayne L. Harris
------------------------
Wayne L. Harris
Vice President
Date: November 12, 1996 By: /s/ Ann M. Strootman
------------------------
Ann M. Strootman
Controller
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,105,389
<SECURITIES> 0
<RECEIVABLES> 470,219
<ALLOWANCES> 3,371
<INVENTORY> 0
<CURRENT-ASSETS> 1,650,059
<PP&E> 9,070,461
<DEPRECIATION> 3,677,432
<TOTAL-ASSETS> 7,082,838
<CURRENT-LIABILITIES> 202,685
<BONDS> 483,753
0
0
<COMMON> 0
<OTHER-SE> 6,396,400
<TOTAL-LIABILITY-AND-EQUITY> 7,082,838
<SALES> 3,500,051
<TOTAL-REVENUES> 3,528,790
<CGS> 1,330,489
<TOTAL-COSTS> 2,327,375
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,589
<INCOME-PRETAX> 1,146,251
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,146,251
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,146,251
<EPS-PRIMARY> 38
<EPS-DILUTED> 38
</TABLE>
