<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997
OR
/ /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number: 0-12045
PRUDENTIAL ACQUISITION FUND I, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3173903
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(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
One Seaport Plaza, New York, NY 10292-0116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
N/A
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Former name, former address and former fiscal year, if changed since last
report.
Indicate by check CK 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 requirements for the past 90 days. Yes _CK_ No __
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL ACQUISITION FUND I, L.P.
(a limited partnership)
STATEMENTS OF NET ASSETS
(in process of liquidation)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
<S> <C> <C>
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ASSETS
Cash and cash equivalents $ 769,376 $ 928,108
Due from General Partners at liquidation 707,252 707,252
Other assets 97,654 92,600
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Total assets 1,574,282 1,727,960
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LIABILITIES
Estimated liquidation costs 295,000 295,000
Due to affiliates 28,470 35,819
Other liabilities 54,434 209,007
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Total liabilities 377,904 539,826
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Contingencies
Net assets available to Limited and General Partners $1,196,378 $1,188,134
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Limited partnership units issued and outstanding 70,124 70,124
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</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
(in process of liquidation)
(unaudited)
<TABLE>
<S> <C>
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Net assets--December 31, 1996 $ 1,188,134
Changes in estimated liquidation values of assets and liabilities 8,244
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Net assets--March 31, 1997 $ 1,196,378
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The accompanying notes are an integral part of these statements
</TABLE>
2
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PRUDENTIAL ACQUISITION FUND I, L.P.
(a limited partnership)
STATEMENT OF OPERATIONS
(going concern basis)
(unaudited)
<TABLE>
<CAPTION>
Three months
ended
March 31,
1996
<S> <C>
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REVENUES
Rental income $ 771,869
Recovery of expenses 215,769
Interest income 8,807
Joint venture equity income 182,180
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1,178,625
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EXPENSES
Property operating 337,116
Real estate taxes 132,819
General and administrative 80,226
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550,161
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Net income $ 628,464
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ALLOCATION OF NET INCOME
Limited partners $ 566,131
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--------------
General partners $ 62,333
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Net income per limited partnership unit $ 8.07
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The accompanying notes are an integral part of this statement
</TABLE>
3
<PAGE>
PRUDENTIAL ACQUISITION FUND I, L.P.
(a limited partnership)
STATEMENT OF CASH FLOWS
(going concern basis)
(unaudited)
<TABLE>
<CAPTION>
Three months
ended
March 31,
1996
<S> <C>
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CASH FLOWS FROM OPERATING ACTIVITIES
Rental income received $ 796,562
Recovery of expenses received 214,530
Interest received 8,807
Tenant security deposits received 900
Real estate taxes paid (9,253)
Property operating expenses paid (348,870)
General and administrative expenses paid (155,708)
Distributions from joint venture income 182,180
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Net cash provided by operating activities 689,148
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CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized property expenditures (19,666)
Distributions from joint venture in excess of income 357,820
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Net cash provided by investing activities 338,154
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CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (623,325)
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Net increase in cash and cash equivalents 403,977
Cash and cash equivalents at beginning of period 750,153
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Cash and cash equivalents at the end of period $1,154,130
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RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income $ 628,464
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Adjustments to reconcile net income to net cash provided by operating
activities:
Changes in:
Deferred rent 31,686
Other assets, net 26,105
Accounts payable and accrued expenses 1,993
Tenant security deposits 900
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Total adjustments 60,684
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Net cash provided by operating activities $ 689,148
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The accompanying notes are an integral part of this statement
</TABLE>
4
<PAGE>
PRUDENTIAL ACQUISITION FUND I, L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
(in process of liquidation)
March 31, 1997
(unaudited)
A. Basis of Presentation
These financial statements have been prepared without audit. In the opinion
of Prudential-Bache Properties, Inc. ('PBP'), the financial statements for the
period ended March 31, 1997 contain all adjustments necessary to present fairly
such information subject to the effects of any further liquidation accounting
adjustments that would have been required had the current realizable values of
assets and the amounts of liabilities been known when Prudential Acquisition
Fund I, L.P. (the 'Partnership') first adopted the liquidation basis of
accounting as of December 31, 1996. Prior to December 31, 1996, the books and
records of the Partnership were maintained on a going concern accrual basis of
accounting.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1996.
B. Investment in Joint Venture
The Partnership had a 54% interest in a joint venture with Prudential Realty
Acquisition Fund II, L.P., an affiliated limited partnership ('Joint Venture').
The sale of the two shopping centers owned by the Joint Venture occurred on
March 26, 1996 at a gross sales price of $15,500,000 less costs to sell,
resulting in a $56,000 loss on the sale. Joint venture equity income includes a
write-off of $49,000 during the three months ended March 31, 1996 of the
remaining Partnership costs incurred in the acquisition of the Joint Venture
investment that were in excess of its basis in the Joint Venture. The total
revenues and net income for the Joint Venture for the three months ended March
31, 1996 were $1,041,000 and $428,000, respectively.
On December 18, 1996, an agreement was signed by and between the Partnership
and the affiliated limited partnership, outlining the terms of the dissolution
of the Joint Venture. As of December 31, 1996, all remaining assets of the Joint
Venture were distributed in liquidation in accordance with this agreement.
C. Related Parties
PBP and Prudential Realty Partnerships, Inc. ('PRP' and collectively, the
'General Partners') and their affiliates perform services for the Partnership
which include, but are not limited to: accounting and financial management,
registrar, transfer and assignment functions, asset management, investor
communications, printing and other administrative services. The amount of
reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. The costs and expenses incurred on behalf of the
Partnership which are reimbursable to the General Partners and their affiliates
at March 31, 1996 were $20,100 and $33,200 for PRP and its affiliates and PBP
and its affiliates, respectively.
Estimated liquidation costs payable to the General Partners and their
affiliates were $135,000 as of March 31, 1997 and December 31, 1996.
In addition, the General Partners and their affiliates performed similar
services for the Joint Venture prior to its dissolution. (See Note B). The
Partnership's allocable share of the costs and expenses incurred on behalf of
the Joint Venture which were reimbursable to the General Partners and their
affiliates were $8,800 for the three months ended March 31, 1996.
Prudential Securities Incorporated ('PSI'), an affiliate of the General
Partners, owns 175 limited partnership units at March 31, 1997.
5
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D. Contingencies
On March 5, 1997, a lawsuit captioned Madison Partnership Liquidity Investors
VIII, LLC ('Madison') v. Prudential-Bache Properties, Inc. was filed in the
Court of Chancery in the State of Delaware. The suit alleges a breach of
contract with Madison and a breach of fiduciary duty to Madison, as well as
intentional interference with the contract between Madison and the purported
tendering limited partners. The suit seeks injunctive and declaratory relief
demanding that the Partnership's transfer agent effectuate the purported
transfers to Madison, pursuant to the tender offer made by Madison to the
limited partners. The lawsuit does not name the Partnership as a defendant but
does name PBP. The distribution amounts in excess of Madison's tender offer
price, with respect to the units that are the subject of this lawsuit, have been
escrowed by the Partnership's transfer agent pending a resolution of this issue.
PBP has filed an answer to the complaint.
6
<PAGE>
PRUDENTIAL ACQUISITION FUND I, L.P.
(a limited partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Pursuant to the plan of liquidation, the General Partners sold all of the
Partnership's properties in 1996. The Partnership has retained funds for a
contingency reserve and to meet current and future operating costs until the
liquidation of the Partnership. The Partnership intends to liquidate in 1997 and
will distribute any remaining funds at that time. Estimated costs expected to be
incurred through the date of liquidation of the Partnership have been accrued in
the accompanying financial statements.
As of March 31, 1997, the Partnership had $769,376 of cash and cash
equivalents. Additionally, at March 31, 1997, the Partnership's net assets
include a receivable from the General Partners in the amount of $707,252. This
amount represents the maximum obligation of the General Partners, payable upon
the liquidation of the Partnership, in accordance with the Partnership
Agreement.
Results of Operations
As a result of the Partnership adopting the liquidation basis of accounting
in accordance with generally accepted accounting principles as of December 31,
1996 and thus not reporting results of operations thereafter, there is no
management discussion comparing the corresponding 1997 and 1996 periods.
7
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings--This information is incorporated by reference
to Note D to the financial statements filed herewith in Item 1
of Part I of the Registrant's Quarterly Report.
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--None
Item 5. Other Information
Thomas F. Lynch, III ceased to serve as President, Chief
Executive Officer, Chairman of the Board of Directors
and Director of Prudential-Bache Properties, Inc. effective May
2, 1997. Effective May 2, 1997, Brian J. Martin was elected
President, Chief Executive Officer, Chairman of the Board
of Directors and Director of Prudential-Bache Properties, Inc.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Description:
3 and 4 Amended and Restated Agreement of Limited Partnership(1)
Amendment to Limited Partnership Agreement dated as
of January 1, 1987(2)
27 Financial Data Schedule (filed herewith)
b. Reports on Form 8-K--None
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(1) Incorporated by reference to Prospectus dated July 1, 1983 as filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933
(2) Incorporated by reference to Exhibits 3 and 4 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1988
8
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
Prudential Acquisition Fund I, L.P.
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: May 15, 1997
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Eugene D. Burak
Vice President
Chief Accounting Officer for the
Registrant
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Prudential Acquisition
Fund I, L.P. and is qualified in its entirety
by reference to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000717319
<NAME> Prudential Acquisition Fund I, L.P.
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-1-1997
<PERIOD-END> Mar-31-1997
<PERIOD-TYPE> 3-Mos
<CASH> 769,376
<SECURITIES> 0
<RECEIVABLES> 804,906
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,574,282
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,574,282
<CURRENT-LIABILITIES> 377,904
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,196,378
<TOTAL-LIABILITY-AND-EQUITY> 1,574,282
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
