<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, 1997 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
incorporation or organization) Identification No.)
(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, 1997.
<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, 1997
and December 31, 1996 3
Consolidated Statements of Income, for the three and nine
months ended September 30, 1997 and 1996 4
Consolidated Statements of Partners' Capital for the nine
months ended September 30, 1997 5
Consolidated Statements of Cash Flows, for the nine months
ended September 30, 1997 and 1996 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, 1997 and December 31, 1996
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1997 1996
------------ -----------
<S> <C> <C>
Assets
Investments in real estate at cost (note 3) $9,242,098 $9,142,267
Less: Accumulated depreciation and amortization
and valuation allowance of $965,000 in 1997 4,642,432 3,677,432
---------- ----------
Total investments 4,599,666 5,464,835
Cash and cash equivalents 1,250,512 1,217,068
Accounts receivable (net of allowance for doubtful
accounts of $5,057 in 1997 and $4,467 in 1996) 455,711 290,554
Prepaid expenses and other assets (net of accumulated
amortization of $8,250 in 1997 and $6,750 in 1996) 114,550 108,063
---------- ----------
Total Assets $6,420,439 $7,080,520
========== ==========
Liabilities and Partners' Capital
Notes payable 399,840 460,782
Capital lease obligation -- 326
Due to general partner and affiliates 86,667 69,470
Accrued liabilities 137,083 162,933
Advance deposits 18,710 5,276
---------- ----------
Total Liabilities 642,300 698,787
---------- ----------
Partners' capital 5,778,139 6,381,733
---------- ----------
Total liabilities and partners' capital $6,420,439 $7,080,520
========== ==========
</TABLE>
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, 1997 and 1996
<TABLE>
<CAPTION>
Three months Three months Nine months Nine months
Ended Ended Ended Ended
Sept. 30, 1997 Sept. 30, 1996 Sept. 30, 1997 Sept. 30, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Income
Hotel revenues $ 1,228,578 $ 1,260,359 $ 3,459,748 $ 3,500,051
Hotel cost of revenues 436,601 455,829 1,308,892 1,330,489
----------- ----------- ----------- -----------
Gross profit from hotel operations 791,977 804,530 2,150,856 2,169,562
Investment income 11,832 10,718 33,948 28,739
----------- ----------- ----------- -----------
Total income 803,809 815,248 2,184,804 2,198,301
----------- ----------- ----------- -----------
Expenses
Property operating expenses 268,529 262,905 802,246 780,380
Depreciation and amortization 500 500 1,500 1,500
Real estate taxes 55,765 48,759 177,131 103,665
Administrative 9,650 (7,883) 27,166 30,834
Repairs and maintenance 22,869 22,973 71,455 72,391
Insurance (3,278) 4,249 30,837 40,450
Provision for doubtful accounts 684 (9,759)
Interest expense 8,695 10,471 27,120 32,589
Property valuation allowance 965,000 -- 965,000 --
----------- ----------- ----------- -----------
Total expenses 1,328,414 343,336 2,106,579 1,052,050
----------- ----------- ----------- -----------
Net Income $ (524,605) $ 471,912 $ 78,225 $ 1,146,251
=========== =========== =========== ===========
Net income allocated to Limited
Partners $ (519,359) $ 467,193 $ 77,443 $ 1,134,788
Net income allocated to General
Partner (5,246) 4,719 782 11,463
----------- ----------- ----------- -----------
$ (524,605) $ 471,912 $ 78,225 $ 1,146,251
=========== =========== =========== ===========
Net income per Limited Partnership
interests outstanding (30,000) $ (17) $ 16 $ 3 $ 38
=========== =========== =========== ===========
</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, 1997
<TABLE>
<CAPTION>
Limited
General Partnership
Partner Units Total
----------- ------------ ----------
<S> <C> <C> <C>
Partners' capital at January 1, 1997 $ 759,200 $ 5,622,533 $ 6,381,733
Net income for the quarter ended March 31, 1997 2,053 203,199 205,252
Cash distributions from operations (2,273) (225,000) (227,273)
----------- ----------- -----------
Partners' capital at March 31, 1997 758,980 5,600,732 6,359,712
Net income for the quarter ended June 30, 1997 3,976 393,602 397,578
Cash distributions from operations
(2,273) (225,000) (227,273)
----------- ----------- -----------
Partners' capital at June 30, 1997 760,683 5,769,334 6,530,017
Net income for the quarter ended September 30, 1997 (5,246) (519,359) (524,605)
Cash distributions from operations (2,273) (225,000) (227,273)
----------- ----------- -----------
Partners' capital at September 30, 1997 $ 753,164 $ 5,024,975 $ 5,778,139
=========== =========== ===========
</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, 1997 and 1996
<TABLE>
<CAPTION>
Nine months Nine months
Ended Ended
Sept. 30, 1997 Sept. 30, 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 78,225 $ 1,146,251
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,500 1,500
Property valuation allowance 965,000 --
Change in assets and liabilities:
Increase in accounts receivable (165,157) (173,376)
Increase in prepaid expenses (7,987) (19,607)
Decrease in accrued liabilities (25,850) (56,299)
Increase in advance deposits 13,434 4,408
Increase in amounts due to general
partner and affiliates 17,197 17,046
----------- -----------
Net cash provided by operating activities 876,362 919,923
----------- -----------
Cash flows from investing activities:
Additions to real estate (99,831) (35,356)
----------- -----------
Net cash used in investing activities (99,831) (35,356)
----------- -----------
Cash flows from financing activities:
Repayment of notes payable (60,942) (55,965)
Repayment of capital lease obligation (326) (8,968)
Distributions to partners from operations (681,819) (681,819)
----------- -----------
Net cash used in financing activities (743,087) (746,752)
----------- -----------
Net decrease in cash and cash equivalents 33,444 137,815
Cash and cash equivalents, beginning of period 1,217,068 967,574
----------- -----------
Cash and cash equivalents, end of period $ 1,250,512 $ 1,105,389
=========== ===========
</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, 1997
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,
1997. 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, 1997.
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, 1996.
2. Partners' Capital
Indepro Property Fund I, L.P. made distributions of $227,273 in March 1997
relating to the operations for the fourth quarter of 1996, $227,273 in
June 1997 relating to the operations for the first quarter of 1997 and
$227,273 in August 1997 relating to the operations for the second quarter
of 1997. In addition, the General Partner expects to continue
distributions for 1997 at approximately $227,000 per quarter, subject to
the potential sale of the Brunswick Hotel in 1997. However, the level of
distributions beyond 1997 will be dependent upon the Hotel's success in
replacing the lost OPM business. Pennsylvania withholding taxes that were
paid by Indepro Property Fund I, L.P. on the partners' behalf will be
deducted from future distributions.
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,
1997:
<TABLE>
<CAPTION>
Building and
Property Land Improvements Total
-------- --------- ------------ -----
<S> <C> <C> <C>
Brunswick Hotel and Conference Center $ 285,000 $ 8,957,098 $ 9,242,098
Less: Accumulated Depreciation and
valuation allowance 0 4,642,432 4,642,432
----------- ---------------- ------------
Total $ 285,000 $ 4,314,666 $ 4,599,666
=========== ================ ===========
</TABLE>
7
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 1997
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. 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.
The Partnership's remaining real estate property, the Brunswick Hotel and
Conference Center, is currently being marketed for sale. In accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of"
(SFAS No. 121), the Partnership has recorded a valuation allowance of
$965,000 as of September 30, 1997, in order to reflect the fair value of the
property. The fair value of the property was determined based on the
anticipated sales price less the costs to sell, determined through recent
negotiations with potential buyers and the broker. Also in accordance with
SFAS No. 121, the Partnership has discontinued recording depreciation on
this asset.
4. Cash Flow Information
Net cash provided by operating activities reflects cash payments for
interest of $27,260 and $32,840 respectively, during the nine months ended
September 30, 1997 and September 30, 1996.
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, 1997 was
$78,225, a decrease of $1,068,026 from the same period of the prior year. The
primary reason for this decrease is the property valuation allowance of $965,000
recorded as of September 30, 1997 to reflect the current estimated fair value of
the Brunswick Hotel and Conference Center, based on recent sale negotiations.
The loss of contracts with OPM and the U.S. Army, as discussed below, have
resulted in a decrease in estimates of the fair value of the property. In recent
years, OPM and the Army combined have accounted for over half of the total
business at the Hotel. In addition to the property valuation allowance, the
results of operations for the nine months ended September 30, 1996 included the
receipt of a real estate tax refund related to the Brunswick Hotel and
Conference Center, net of associated legal fees, of approximately $62,370, the
result of a successful appeal. The remainder of the decrease in net income is
accounted for by the operations of the 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 decreased from $1,154,039 for the nine
months ended September 30, 1996 to $69,261 for the nine months ended September
30, 1997, primarily due to the property valuation allowance of $965,000 and
receipt of the real estate tax refund in 1996 of approximately $62,370 as
described above. Excluding the effects of the property valuation allowance and
the real estate tax refund, the operations of the Brunswick Hotel decreased by
$57,408 from 1996 to 1997. Gross profit from hotel operations is down by $18,707
for the nine months ended September 30, 1997, as compared to the same period
from the prior year. While average room rates were higher, ($49.39 for 1997 as
compared to $48.18 for 1996), primarily a result of the annual increase
permitted under the government contracts, average occupancy was lower for the
nine months ended September 30, 1997 (73.4% as compared to 75.4% for the nine
months ended September 30, 1996.) In addition, the provision for doubtful
accounts has increased from ($9,759) in the nine months ended September 30, 1996
to $4,124 for the nine months ended September 30, 1997, an increase of $13,883.
The provision for doubtful accounts is based on a five year average experience
factor. In 1996, a favorable adjustment was made to reflect the fact that the
majority of the business in the five years 1991 through 1995 was government
business, with very few charge-offs to bad debt expense. Property operating
expenses have increased by $21,866 from the nine months ended September 30, 1996
to the nine months ended September 30, 1997, due partially to an increase in
marketing expenditures made to attract more corporate and tourist business, and
partially to an increase in general and administrative expenses related to
salaries and benefits and front desk and administrative computer equipment
service contract costs. The increase in property operating expenses was
partially offset by a decrease in interest expense of $5,469 due to loan
principal amortization and a decrease in insurance expense of $9,613, due to
favorable experience with claims filed. In addition, the Pennsylvania state
taxes associated with Hotel Brunswick, Inc., a subsidiary of the Partnership,
have increased by $16,468 in the nine months ended September 30, 1997, as
compared to the same period of the prior year. This is primarily due to the fact
that a favorable adjustment was made in 1996 to reflect the fact that prior year
net operating losses could be used to offset 1996 income taxes.
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, with the U.S. Army booking approximately 12,300 room
nights for the fiscal year ended September 30, 1997. However, the U. S. Army did
not renew the second one-year option which would have commenced on October 1,
1997. They have been ordered to conduct training in Aberdeen, Maryland at
renovated buildings on the base complex. The Army is leasing office space for
the fourth quarter of 1997, which, in past years, had been included at no
additional cost. The Army will also pay for parking for their administrative
staff remaining at the property. The payments for parking and office space will
result in approximately $9,000 per month in additional revenue. The Army has
also exercised its extension right for the office space and parking agreement
for January and February of 1998. In addition, the Army will contribute
approximately 2,900 room nights for 1998. The U. S. Army had accounted for
approximately 11,000 of the 60,000 room nights sold at the Hotel annually.
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
have 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
ended September 30, 1997. In February 1997, OPM extended its contract from
October 1, 1997 through June 30, 1998.
In June, 1996, OPM notified the Brunswick Hotel that it had awarded a fifteen
year contract for OPM's training business to a facility to be built in
Shepherdstown, West Virginia. OPM is anticipating the new facility will be
complete by June, 1998 and the General Partner expects to lose the significant
business provided by OPM when the new facility opens. OPM has accounted for
approximately 22,000 of the approximately 60,000 total room nights sold at the
Hotel annually. The loss of business associated with the OPM contract, in
combination with the loss of business associated with the U. S. Army 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. This decline
is not expected to occur until 1998. Elmhurst Hospitality Management Company and
the general manager of the hotel are pursuing other government agencies as
possible replacements of the OPM business. In fact, management responded to a
request for proposals from the Graduate School of the USDA Career Development
Program to provide up to 20,000 room nights per year for 5 years commencing May
1998. The Hotel has been awarded a contract with the USDA Graduate School
commencing in the fall of 1998, for approximately 1,600 room nights annually for
at least four years. An additional 750 room nights have been placed with the
Hotel in March 1998 by OPM-WEL. The Hotel is awaiting a decision on the
placement of training for The Peace Corp Solicitation, which would produce
approximately 1,200 room nights annually. In addition, the General Partner has
increased marketing expenditures in 1997 to attract increased corporate and
tourist business. The General Partner believes it can replace at least a portion
of the lost OPM and Army business in 1998 through these efforts.
10
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
As of September 30, 1997, the Partnership had cash and cash equivalents totaling
$1,250,512, in comparison with $1,217,068 at December 31, 1996 and $1,105,389 at
September 30, 1996. The increase in cash from December, 1996 is primarily
attributable to cash from operations of the hotel, reduced by distributions to
partners and capital expenditures at the Hotel. The increase in cash from
September, 1996 is primarily attributable to cash flow provided by operations of
the Hotel. The Brunswick Hotel has continued to generate positive cash flow
adequate to meet property operating needs and debt service. However, the General
Partner expects that the termination of the OPM and Army contracts will have a
significant impact on the cash flows of the Partnership in 1998. This could
impact future partner distributions until the Hotel attracts other business.
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 into 1997. 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 $107,000 and $121,000 was spent in 1996 and 1995 for the continued
upgrading of the Hotel rooms. Capital expenditures totaling approximately
$375,000 have been budgeted for 1997, which include the replacement of
wallcovering, guest room carpeting and other room furnishings. As of September
30, 1997, approximately $100,000 has been spent on capital improvements at the
Hotel, with the balance to be spent by the end of the year.
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.
Approximately $791,443 has been advanced under this note, which has a balance of
$399,840 at September 30, 1997.
The Brunswick Hotel is now the sole remaining property owned by the Partnership.
On July 15, 1997, the General Partner engaged Hodges, Ward & Elliott, a real
estate brokerage company based in Atlanta, Georgia as the exclusive listing
agent for the sale of the Brunswick Hotel. Hodges, Ward & Elliott specializes
exclusively in the sale of hospitality properties. Indepro Corporation (the
Advisor) continues to use the services of Aegis Realty Consultants to provide
professional assistance and recommendations for the consideration of the General
Partner in the management and disposition of the Hotel. 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.
The General Partner has received what it believes is a bonafide offer from a
hotel acquisitions and management company located in Philadelphia, Pennsylvania.
The proposed purchase price is $4,700,000 and comes after several months of
negotiations with this prospect which started at a price of $4,000,000. The
offer includes a thirty day due diligence and inspection period with closing to
occur within seven days after the expiration of the due diligence period. If the
Partnership and the proposed purchaser enter into an agreement before November
22, 1997, and barring any unforeseen circumstances, it is possible that this
sale transaction could be completed before the end of 1997. The General Partner
will use its best efforts to take those steps necessary to dissolve the
Partnership and make a distribution of sale proceeds and partnership cash as
expeditiously as possible after the sale is completed.
11
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
Liquidity and Capital Resources (continued)
Distributions
Indepro Property Fund I, L.P. made a distribution of $227,273 in March 1997
relating to the operating results for the fourth quarter of 1996, a distribution
of $227,273 in June 1997 related to the operating results for the first quarter
of 1997, and a distribution of $227,273 in August 1997 related to the operating
results for the second quarter of 1997. 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 1997 at approximately $227,000 per quarter, subject to the
potential sale of the Brunswick Hotel in 1997. However, the level of
distributions beyond 1997 will be dependent upon the Hotel's success in
replacing the lost OPM and Army business.
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, 1997, the estimated amount of this obligation to the Limited
Partners (excluding the General Partner's Limited Partnership Units) was
approximately $3,102,379. The Partnership had cash of $1,250,512 at September
30, 1997. If the General Partner distributed this cash, the Limited Partners'
share would have been $973,032, which would have reduced the amount of this
obligation to $2,129,347. The General Partner has cash of $1,576,472, demand
notes of $1,400,000, and would have $277,480 of its share of Partnership cash
for a total of $3,253,952 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 mentioned above, the Partnership is continuing to
pursue 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.
12
<PAGE>
INDEPRO PROPERTY FUND I, L.P.
(A Delaware Limited Partnership)
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
None
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
None
ITEM 6. Exhibits and Reports on Form 8 - K
None
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, 1997 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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,250,512
<SECURITIES> 0
<RECEIVABLES> 460,768
<ALLOWANCES> 5,057
<INVENTORY> 0
<CURRENT-ASSETS> 1,782,631
<PP&E> 9,242,098
<DEPRECIATION> 3,677,432
<TOTAL-ASSETS> 6,420,439
<CURRENT-LIABILITIES> 242,460
<BONDS> 399,840
0
0
<COMMON> 0
<OTHER-SE> 5,778,139
<TOTAL-LIABILITY-AND-EQUITY> 6,420,439
<SALES> 3,459,748
<TOTAL-REVENUES> 3,493,696
<CGS> 1,308,892
<TOTAL-COSTS> 2,390,561
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,120
<INCOME-PRETAX> 78,225
<INCOME-TAX> 0
<INCOME-CONTINUING> 78,225
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 78,225
<EPS-PRIMARY> 3
<EPS-DILUTED> 3
</TABLE>
