<PAGE> 1
UNITED STATED SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000.
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 NO.
0-14105
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MURRAY INCOME PROPERTIES I, LTD.
(Exact Name of Registrant as Specified in its Charter)
TEXAS 75-1946214
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5550 LBJ FREEWAY, SUITE 675, DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
(972) 991-9090
(Registrant's Telephone Number, including Area Code)
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 requirements for the past 90 days.
Yes [X] No [ ]
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Properties held for sale:
Land $ 3,427,563 $ 6,232,801
Buildings and improvements 13,218,275 20,490,165
------------ ------------
16,645,838 26,722,966
Less accumulated depreciation 7,333,880 11,446,824
------------ ------------
Net properties held for sale 9,311,958 15,276,142
Cash and cash equivalents 10,255,784 1,835,163
Accounts receivable, net of allowance of
$3,677 and $6,568, in 2000 and 1999, respectively 256,600 635,472
Other assets, at cost, net of accumulated
amortization of $494,321 and $636,144
in 2000 and 1999, respectively 324,932 293,169
------------ ------------
$ 20,149,274 $ 18,039,946
============ ============
LIABILITIES AND PARTNERS' EQUITY
Accounts payable $ 66,519 $ 34,880
Accrued property taxes 120,025 213,431
Security deposits 111,343 165,484
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Total liabilities 297,887 413,795
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Minority interest in joint venture 1,360,857 1,237,802
------------ ------------
Partners' equity:
General Partners:
Capital contributions 1,000 1,000
Cumulative net earnings 744,157 263,173
Cumulative cash distributions (466,205) (435,962)
------------ ------------
278,952 (171,789)
------------ ------------
Limited Partners (28,227 Interests):
Capital contributions, net of offering costs 24,570,092 24,570,092
Cumulative net earnings 16,485,582 13,352,224
Cumulative cash distributions (22,844,096) (21,362,178)
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18,211,578 16,560,138
------------ ------------
Total partners' equity 18,490,530 16,388,349
------------ ------------
$ 20,149,274 $ 18,039,946
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- --------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INCOME:
Rental $ 694,005 $ 813,389 $2,060,579 $2,470,748
Interest 59,266 25,059 152,758 68,569
Gain on termination of lease -0- -0- 898,562 -0-
Gain on sale of property 1,807,693 -0- 1,807,693 -0-
---------- ---------- ---------- ----------
2,560,964 838,448 4,919,592 2,539,317
---------- ---------- ---------- ----------
EXPENSES:
Depreciation 1,066 206,621 133,036 620,736
Property operating 197,090 212,862 663,202 626,205
General and administrative 84,136 57,778 266,918 235,812
Bad debts, net 26 918 12,540 733
---------- ---------- ---------- ----------
282,318 478,179 1,075,696 1,483,486
---------- ---------- ---------- ----------
Earnings before minority interest 2,278,646 360,269 3,843,896 1,055,831
Minority interest in joint venture's earnings 33,928 35,945 229,554 113,177
---------- ---------- ---------- ----------
Net earnings $2,244,718 $ 324,324 $3,614,342 $ 942,654
========== ========== ========== ==========
Basic earnings per limited partnership
interest $ 63.46 $ 11.26 $ 111.01 $ 32.73
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
--------- ------------ ------------
<S> <C> <C> <C>
NINE MONTHS ENDED SEPTEMBER 30, 1999:
Balance at December 31, 1998 $(160,476) $ 17,114,473 $ 16,953,997
Net earnings 18,853 923,801 942,654
Cash distributions (25,923) (1,270,215) (1,296,138)
--------- ------------ ------------
Balance at September 30, 1999 $(167,546) $ 16,768,059 $ 16,600,513
========= ============ ============
NINE MONTHS ENDED SEPTEMBER 30, 2000:
Balance at December 31, 1999 $(171,789) $ 16,560,138 $ 16,388,349
Net earnings 480,984 3,133,358 3,614,342
Cash distributions (30,243) (1,481,918) (1,512,161)
--------- ------------ ------------
Balance at September 30, 2000 $ 278,952 $ 18,211,578 $ 18,490,530
========= ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------
2000 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,614,342 $ 942,654
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Bad debts, net 12,540 733
Depreciation 133,036 620,736
Amortization of other assets 48,621 51,054
Gain on sale of property held for sale (1,807,693) -0-
Gain on termination of lease (898,562) -0-
Proceeds from termination of lease 2,206,834 -0-
Minority interest in joint venture's earnings 229,554 113,177
Change in assets and liabilities:
Accounts receivable 168,376 (17,857)
Other assets (156,864) (95,669)
Accounts payable 31,639 7,548
Accrued property taxes and security deposits (147,547) 5,653
------------ -----------
Net cash provided by operating activities 3,434,276 1,628,029
------------ -----------
Cash flows from investing activities:
Additions to properties held for sale (360,528) (67,081)
Net proceeds from sale of property 6,965,534 -0-
------------ -----------
Net cash provided by (used in) investment activities 6,605,006 (67,081)
------------ -----------
Cash flows from financing activities:
Distributions to minority interest in joint venture (106,500) (165,450)
Cash distributions (1,512,161) (1,296,138)
------------ -----------
Net cash used in financing activities (1,618,661) (1,461,588)
------------ -----------
Net increase in cash and cash equivalents 8,420,621 99,360
Cash and cash equivalents at beginning of period 1,835,163 1,808,765
------------ -----------
Cash and cash equivalents at end of period $ 10,255,784 $ 1,908,125
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
MURRAY INCOME PROPERTIES I, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED JOINT VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
1. BASIS OF ACCOUNTING
The consolidated financial statements include the accounts of the
Partnership and Tower Place Joint Venture (85% owned by the Partnership). All
significant intercompany balances and transactions have been eliminated in
consolidation.
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 income and expenses during the reporting
period. Actual results could differ from those estimates.
On March 10, 2000, in a special meeting of the Limited Partners, the
Limited Partners approved the proposed sale of the Partnership's properties, in
one or a series of sale transactions (which may include one or more properties
owned by Murray Income Properties II, Ltd. ("MIP II"), an affiliate of the
Partnership under joint management), the subsequent dissolution and liquidation
of the Partnership upon the sale of the Partnership's last property, and an
amendment to the Partnership Agreement to permit the proposed asset sale,
dissolution and liquidation on the terms set forth in a proxy statement mailed
to the Limited Partners on or about January 14, 2000. As a result, the
Partnership has begun marketing the properties for sale and continues to operate
until such time as the properties are sold. If the Partnership is successful in
selling the properties, then after the sale of the last property and the
settlement of all other business affairs, the Partnership will be liquidated and
dissolved. Effective March 10, 2000, the Partnership's properties are reported
as properties held for sale at the lower of carrying value or fair value less
estimated cost to sell. Management of the Partnership expects no loss to result
from the sale of properties, and no adjustment was made to account for the
reclassification to properties held for sale.
Rental income is recognized as earned under the leases. Accordingly, the
Partnership accrues rental income for the full period of occupancy using the
straight line method over the related terms. At September 30, 2000 and December
31, 1999, $96,633 and $414,813, respectively, of accounts receivable related to
such accruals.
Other assets consist primarily of deferred leasing costs which are
amortized using the straight line method over the lives of the related leases.
Prior to March 10, 2000, depreciation was provided over the estimated
useful lives of the respective assets using the straight line method. The
estimated useful lives of the buildings and improvements range from three to
twenty-five years. No depreciation is provided on properties held for sale after
March 10, 2000, the date on which the Partnership changed the classification of
its properties to properties held for sale.
No provision for income taxes has been made as the liabilities for such
taxes are those of the individual Partners rather than the Partnership. The
Partnership files its tax return on the accrual basis used for Federal income
tax purposes.
Basic earnings per limited partnership interest are based upon the limited
partnership interests outstanding at period-end and the net earnings allocated
to the Limited Partners in accordance with the Partnership Agreement.
6
<PAGE> 7
For purposes of reporting cash flows, the Partnership considers all
certificates of deposit and highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.
The following information relates to estimated fair values of the
Partnership's financial instruments as of September 30, 2000 and December 31,
1999. For cash and cash equivalents, accounts receivable, accounts payable,
accrued property taxes payable and security deposits, the carrying amounts
approximate fair value because of the short maturity of these instruments.
2. PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, Cash Distributions from
Operations ("Operating Distributions") are allocated and paid 7% to the
Non-corporate General Partner, 3% to the Corporate General Partner and 90% to
the Limited Partners. An amount equal to 5% of Operating Distributions out of
the 7% allocated to the Non-corporate General Partner and the entire amount of
Operating Distributions allocated to the Corporate General Partner is
subordinated to the prior receipt by the Limited Partners of a non-cumulative 7%
annual return from either Operating Distributions or Cash Distributions from
Sales or Refinancings. Net profits or losses, excluding gain or loss from sales
or refinancing of a property, are allocated to the General Partners and Limited
Partners in the same proportions as the Operating Distributions for the year.
Cash distributions from the sale or refinancing of a property are allocated as
follows:
(a) First, all Cash Distributions from Sales or Refinancings shall be
allocated 99% to the Limited Partners and 1% to the Non-corporate
General Partner until the Limited Partners have been returned their
Original Invested Capital from Cash Distributions from Sales or
Refinancings, plus their Preferred Return from Cash Distributions from
Operations or Cash Distributions from Sales or Refinancings, or both.
(b) Next, all Cash Distributions from Sales or Refinancings shall be
allocated 1% to the Non-corporate General Partner and 99% to the
Limited Partners and the General Partners. Such 99% will be allocated
(i) first to the Corporate General Partner in an amount equal to any
unpaid Cash Distributions from Operations subordinated to the Limited
Partners' 7% non-cumulative annual return and (ii) thereafter, 80% to
the Limited Partners and 20% to the General Partners.
Cash Distributions from Sales or Refinancings (other than the 1% of
Cash Distributions from Sales or Refinancings payable to the
Non-corporate General Partner) payable to the General Partners shall be
allocated 62 1/2% to the Non-corporate General Partner and 37 1/2% to
the Corporate General Partner.
(c) Upon the sale of the last property owned by the Partnership, Cash
Distributions from Sales or Refinancings shall be allocated and paid to
the Partners in an amount equal to, and in proportion with, their
existing capital account balances. Such distributions shall be made
only after distribution of all Cash Distributions from Operations and
only after all allocations of Partnership income, gain, loss, deduction
and credit (including net gain from the sale or other disposition of
the properties) have been closed to the Partners' respective capital
accounts.
3. PROPERTIES HELD FOR SALE
On September 26, 2000, the Partnership sold the Mountain View Plaza
Shopping Center, located in Scottsdale, Arizona, for a sales price of
$7,420,000. After reductions for the collection of the straight line rent
receivable of $131,132 and estimated sales costs of $323,334, the sale resulted
7
<PAGE> 8
in net sales proceeds of $6,965,534. The Partnership recorded a gain on sale in
the amount of $1,807,693 during the quarter ended September 30, 2000 related to
this sale.
The Partnership continues to own and operate Castle Oaks Village, a
shopping center located in Castle Hills (San Antonio), Texas. In addition, the
Partnership owns an 85% interest in Tower Place Joint Venture, a joint venture
which owns Tower Place Festival Shopping Center located in Pineville
(Charlotte), North Carolina. The remaining 15% interest in the joint venture is
owned by MIP II, an affiliated real estate limited partnership. The Tower Place
Joint Venture Agreement provides that the Partnership will share profits, losses
and cash distributions according to the Partnership's 85% ownership interest in
the joint venture.
The Partnership has adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which established standards for the way that public business enterprises report
information about operating segments in audited financial statements, as well as
related disclosures about products and services, geographic areas, and major
customers. The Partnership defines each of its shopping centers as operating
segments; however, management has determined that all of its properties have
similar economic characteristics and also meet the other criteria which permit
the properties to be aggregated into one reportable segment. Management of the
Partnership makes decisions about resource allocation and performance assessment
based on the same financial information presented throughout these consolidated
financial statements.
4. TERMINATION FEE INCOME
On February 14, 2000, the Partnership executed a lease termination
agreement with General Cinema at Tower Place Festival Shopping Center. Pursuant
to this agreement, General Cinema paid Tower Place Joint Venture a termination
fee of $2,206,834 as consideration for the Joint Venture releasing the tenant
from its future lease obligations, including $197,957 of straight line rent
receivable. In conjunction with the termination, the Joint Venture retired the
net book value of the theater and related assets of $1,110,315, which was
demolished. The Partnership recorded a gain on termination of the lease of
$898,562 as income during the nine months ended September 30, 2000. Pursuant to
a lease with Bally Total Fitness Corporation, signed on February 14, 2000, a new
Bally facility is being constructed on the site previously occupied by the
theater. The addition of the Bally Total Fitness facility and the 6,500 square
feet of retail space are anticipated to enhance the value of the shopping center
which is currently being marketed for sale.
5. OTHER
Information furnished in this interim report reflects all adjustments
consisting of normal recurring adjustments, which, in the opinion of management,
are necessary to reflect a fair presentation of the results for the periods
presented.
The financial information included in this interim report as of September
30, 2000 and for the three and nine months ended September 30, 2000 and 1999 has
been prepared by management without audit by independent public accountants. The
Partnership's 1999 annual report contains audited consolidated financial
statements including the notes to the consolidated financial statements and
should be read in conjunction with financial information contained in this
interim report.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Liquidity and Capital Resources
On March 10, 2000, in a special meeting of the Limited Partners, the
Limited Partners approved the proposed sale of the Partnership's properties, in
one or a series of sale transactions (which may include one or more properties
owned by Murray Income Properties II, Ltd. ("MIP II"), an affiliate of the
Partnership under joint management), the subsequent dissolution and liquidation
of the Partnership upon the sale of the Partnership's last property, and an
amendment to the Partnership Agreement to permit the proposed asset sale,
dissolution and liquidation on the terms set forth in a proxy statement mailed
to the Limited Partners on or about January 14, 2000. As a result, the
Partnership has begun marketing the properties for sale and continues to operate
until such time as the properties are sold. If the Partnership is successful in
selling the properties, then after the sale of the last property and the
settlement of all other business affairs, the Partnership will be liquidated and
dissolved. Effective March 10, 2000, the Partnership's properties are reported
as properties held for sale at the lower of carrying value or fair value less
estimated cost to sell. Management of the Partnership expects no loss to result
from the sale of properties, and no adjustment was made to account for the
reclassification to properties held for sale.
In April, 2000, the Partnership's properties were put on the market and the
General Partners began actively soliciting offers. On September 26, 2000, the
Partnership sold Mountain View Plaza to an unrelated third party purchaser for a
total price of $7,420,000. After reduction for the collection of the straight
line rent receivable of $131,132 and $323,334 estimated sales costs, the sale
resulted in net sales proceeds of $6,965,534. Offers have been received for
Castle Oaks Village and Tower Place Festival, although not under terms which are
acceptable to the General Partners. These properties will continue to be
actively marketed for sale.
As of September 30, 2000, the Partnership had cash and cash equivalents of
$10,255,784. Such amounts represent cash generated from operations, the sale of
Mountain View Plaza and working capital reserves. The increase in cash and cash
equivalents is due to the receipt of approximately $2,200,000 received by Tower
Place Joint Venture from General Cinema as consideration for the termination of
its lease at Tower Place Festival Shopping Center and $6,965,534 of net sales
proceeds from the sale of Mountain View Plaza.
Rental income from leases with escalating rental rates is accrued using the
straight line method over the related lease terms. At September 30, 2000 and
December 31, 1999, there were 96,633 and $414,813, respectively, of accounts
receivable related to such accruals. Accounts receivable also consist of tenant
receivables, receivables for rent collected (but not yet remitted to the
Partnership by the property management companies) and interest receivable on
short-term investments. The decrease in accounts receivable of $366,332 from
December 31, 1999 to September 30, 2000 is primarily due to the collection in
February, 2000, of $197,957 of the receivable for accrued rent related to the
General Cinema lease at Tower Place Festival Shopping Center as part of the
termination fee paid by General Cinema to Tower Place Joint Venture, and the
collection in September, 2000, of $131,132 of the receivable for accrued rent
related to the sale of Mountain View Plaza. As of September 30, 2000 and
December 31, 1999, the Partnership had allowances of $3,677 and $6,568,
respectively, for uncollectible accounts receivable.
The decrease of $93,406 in accrued property taxes from December 31, 1999 to
September 30, 2000 is primarily due to the payment of 1999 property taxes for
the Partnership's properties and the payment of the 2000 property taxes on
Mountain View Plaza in September, 2000 offset by the accrual of 2000 property
taxes for Castle Oaks Village and Tower Place Festival.
9
<PAGE> 10
During the three months ended September 30, 2000, the Partnership made Cash
Distributions from Operations totaling $648,069 relating to the three month
period ended June 30, 2000. Subsequent to September 30, 2000, the Partnership
made Cash Distributions from Operations of $2,250,000 relating to the three
months ended September 30, 2000. The Partnership also made a Cash Distribution
from Sales or Refinancings of $4,989,621 subsequent to September 30, 2000
relating to the sale of Mountain View Plaza. The distributed funds were derived
from the net cash flow generated from operations of the Partnership's
properties, the sale of Mountain View Plaza and from interest earned, net of
administrative expenses, on funds invested in short-term money market
instruments.
Future liquidity is currently expected to result from cash generated from
the operations of the Partnership's properties (which could be affected
negatively in the event of weakened occupancies and/or rental rates), interest
earned on funds invested in short-term money market instruments and ultimately
through the sale of the Partnership's remaining properties.
Results of Operations
Rental income decreased $410,169 (17%) for the nine months ended September
30, 2000 as compared to the same period in 2000. The following information
details the rental income generated, bad debt expense incurred and average
occupancy for the periods shown for the Partnership's properties.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- -------------------------
2000 1999 2000 1999
-------- -------- -------- -----------
<S> <C> <C> <C> <C>
Mountain View Plaza Shopping Center
Rental income $313,764 $258,878 $856,323 $ 737,277
Bad debt expense (recovery) -0- -0- -0- (185)
Average occupancy 100% 97% 100% 97%
Castle Oaks Village Shopping Center
Rental income $105,277 $106,261 $315,254 $ 358,849
Bad debt expense (recovery) -0- -0- 2,276 -0-
Average occupancy 84% 87% 83% 91%
Tower Place Festival Shopping Center
Rental income $274,964 $448,250 $889,002 $ 1,374,622
Gain on termination of lease -0- 0- 898,562 -0-
Bad debt expense (recovery) 26 918 10,264 918
Average occupancy 77% 98% 77% 98%
</TABLE>
Rental income at Mountain View Plaza in Scottsdale, Arizona increased
$119,046 for the nine months ended September 30, 2000 as compared to the same
period in 1999 due to higher occupancy, higher rental rates and higher tenant
reimbursements for common area maintenance costs, real estate taxes and
insurance costs offset by four less days of rental income. The property was sold
on September 26, 2000.
Rental income at Castle Oaks Village in Castle Hills (San Antonio), Texas
decreased $43,595 for the nine months ended September 30, 2000 as compared to
the same period in 1999 primarily due to lower occupancy and lower tenant
reimbursements for common area maintenance costs, real estate taxes and
insurance costs.
Occupancy at Castle Oaks averaged 84% for the quarter, unchanged from the
previous quarter. One tenant who occupies 4,500 square feet renewed its lease
for five years. In July, plumbing and sewer line repairs were completed at the
property.
10
<PAGE> 11
Rental income at Tower Place Festival in Pineville (Charlotte), North
Carolina decreased $485,620 for the nine months ended September 30, 2000 as
compared to the same period in 1999 primarily due to lower occupancy. General
Cinema, which occupied approximately 28% of the total leaseable space at Tower
Place, terminated its lease on February 14, 2000, after payment of approximately
$2,200,000 as consideration for the termination of its lease. Pursuant to a
lease with Bally Total Fitness Corporation signed on February 14, 2000, a new
Bally facility is being constructed on the site previously occupied by the
theater. The addition of the Bally Total Fitness facility and the 6,500 square
feet of retail space are anticipated to enhance the value of the shopping center
which is currently being marketed for sale.
Occupancy at Tower Place averaged 77% for the third quarter, a one percent
increase over the previous quarter. Construction continued on the space that
will be occupied by Bally Total Fitness, and it is anticipated that they will
open for business in the first quarter of 2001. Subsequent to the end of the
third quarter of 2000, a lease was signed for the 9,600 square foot space
previously occupied by Famous Footwear. This tenant will begin paying rent in
January 2001. A tenant who occupied 1,600 square feet vacated its space prior to
the expiration of its lease.
Prior to March 10, 2000, depreciation was provided over the estimated
useful lives of the respective assets using the straight line method. The
estimated useful lives of the buildings and improvements range from three to
twenty-five years. No depreciation is provided on properties held for sale after
March 10, 2000, the date on which the Partnership changed the classification of
its properties to properties held for sale.
Property operating expenses consist primarily of real estate taxes,
property management fees, insurance costs, utility costs, repair and maintenance
costs, leasing and promotion costs, and amortization of deferred leasing costs.
Property operating expenses increased $36,997 for the nine months ended
September 30, 2000 as compared to the same period in 1999 primarily because of
higher repair and maintenance costs at each of the Partnership's properties and
higher pest control costs at Mountain View. Mountain View's total operating
expenses increased, with increases in repair and maintenance costs, leasing and
promotion costs, property management fees and pest control costs being partially
offset by lower legal fees. Mountain View's increased operating expenses were
reimbursed by the purchaser of the property as part of the pro-rations made at
closing of the sale. This reimbursement is reflected in the increased rent
income for the nine months ended September 30, 2000 described above. Castle
Oaks' total operating expenses increased primarily due to higher repair and
maintenance costs, landscaping costs and legal fees. Tower Place's total
operating expenses decreased, with decreases in property management fees being
partially offset by increases in legal fees.
General and administrative expenses incurred are related to legal and
accounting expenses, rent, investor services costs, salaries and benefits and
various other costs required for the administration of the Partnership,
including reimbursements of shared direct operating costs to MIP II. General and
administrative expenses increased $31,106 for the nine months ended September
30, 2000 as compared to the same period in 1999 primarily due to increases in
accounting and legal fees, investor services costs, telephone expenses and
salaries and benefits.
11
<PAGE> 12
Words or phrases when used in the Form 10-Q or other filings with the
Securities and Exchange Commission, such as "does not believe" and "believes",
or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Partnership's financial instruments consist of cash and cash
equivalents, accounts receivable, accounts payable, accrued property taxes
payable and security deposits. The carrying amount of these instruments
approximates fair value due to the short-term nature of these instruments.
Therefore, the Partnership believes it is relatively unaffected by interest rate
changes or other market risks.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
2a Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934. Reference is made to the Partnership's
Schedule 14A, filed with the Securities and Exchange
Commission on January 13, 2000. (File No. 0-14105)
2b Definitive Soliciting Additional Materials to Proxy
Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934. Reference is made to the Partnership's
Schedule 14A, filed with the Securities and Exchange
Commission on February 9, 2000. (File No. 0-14105)
2c Definitive Soliciting Additional Materials to Proxy
Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934. Reference is made to the Partnership's
Schedule 14A, filed with the Securities and Exchange
Commission on February 23, 2000. (File No. 0-14105)
3a Agreement of Limited Partnership of Murray Income
Properties, Ltd.-84. Reference is made to Exhibit A of the
Prospectus dated May 31, 1984 contained in Amendment No. 2
to Partnership's Form S-11 Registration Statement. (File No.
2-90016)
3b Amended and Restated Certificate and Agreement of Limited
Partnership dated as of May 23, 1984. Reference is made to
Exhibit 3b to the 1989 Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1989.
(File No. 0-14105)
3c Amended and Restated Certificate and Agreement of Limited
Partnership dated as of June 25, 1984. Reference is made to
Exhibit 3c to the 1989 Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1989.
(File No. 0-14105)
3d Amended and Restated Certificate and Agreement of Limited
Partnership dated as of November 27, 1984. Reference is made
to Exhibit 3d to the 1989 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31,
1989. (File No. 0-14105)
3e Amended and Restated Certificate and Agreement of Limited
Partnership dated as of April 1, 1985. Reference is made to
Exhibit 3e to the 1989 Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1989.
(File No. 0-14105)
3f Amended and Restated Certificate and Agreement of Limited
Partnership dated as of November 15, 1989. Reference is made
to Exhibit 3f to the 1989 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31,
1989. (File No. 0-14105)
3g Amended and Restated Certificate and Agreement of Limited
Partnership dated as of January 10, 1990. Reference is made
to Exhibit 3g to the 1989 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31,
1989. (File No. 0-14105)
13
<PAGE> 14
3h Amendment to Amended and Restated Certificate and Agreement
of Limited Partnership, dated March 22, 2000. Reference is
made to Exhibit 3h to the 1999 Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March
27, 2000. (File No. 0-14105)
10a Purchase and Sale Agreement dated effective as of July 12,
2000 by and between the Partnership and Central One, Inc.
and James H. Kaufman, as tenants in common. Reference is
made to exhibit 10.1 to the September 26, 2000, Form 8-K
filed with the Securities and Exchange Commission on October
11, 2000. (File No. 0-14105)
10b Amendment to Purchase and Sale Agreement dated July 27, 2000
by and between the Partnership and Central One, Inc. and
James H. Kaufman, as tenants in common. Reference is made to
exhibit 10.2 to the September 26, 2000, Form 8-K filed with
the Securities and Exchange Commission on October 11, 2000.
(File No. 0-14105)
10c Second Amendment to Purchase and Sale Agreement dated
September 19, 2000 by and between the Partnership and
Central One, Inc. and James H. Kaufman, as tenants in
common. Reference is made to exhibit 10.3 to the September
26, 2000, Form 8-K filed with the Securities and Exchange
Commission on October, 11, 2000. (File No. 0-14105)
27 Financial Data Schedule. Filed herewith.
99a Glossary, as contained in the Prospectus dated May 31, 1984
filed as part of Amendment No. 2 to Registrant's Form S-11
Registration Statement. (File No. 2-90016) Filed herewith.
99b Article XIII of the Agreement of Limited Partnership as
contained in the Prospectus dated May 31, 1984 filed as part
of the Amendment No. 2 to Registrant's Form S-11
Registration Statement. (File No. 2-90016) Filed herewith.
99c Amendment number nine to the Agreement of Limited
Partnership contained in the Proxy Statement dated October
11, 1989. Filed herewith.
99d Management Compensation as contained in the Prospectus
(Pages 10 through 17) dated May 31, 1984 filed as part of
Amendment No. 2 to Registrant's Form S-11 Registration
Statement. (File No. 2-90016) Filed herewith.
(b) Reports on Form 8-K filed during the quarter ended September 30,
2000:
Form 8-K, reporting under Item 2, the sale of Mountain View Plaza
Shopping Center in Scottsdale, Arizona on September 26, 2000,
filed with the Securities and Exchange Commission on October 11,
2000. (File No. 0-14105)
14
<PAGE> 15
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.
MURRAY INCOME PROPERTIES I, LTD.
By: Murray Realty Investors VIII, Inc.
A General Partner
Date: November 9, 2000 By: /s/ Mitchell Armstrong
-----------------------------------
Mitchell Armstrong
President
Chief Financial Officer
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
2a Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934. Reference is made to the Partnership's
Schedule 14A, filed with the Securities and Exchange Commission
on January 13, 2000. (File No. 0-14105)
2b Definitive Soliciting Additional Materials to Proxy Statement
pursuant to Section 14(a) of the Securities Exchange Act of
1934. Reference is made to the Partnership's Schedule 14A, filed
with the Securities and Exchange Commission on February 9, 2000.
(File No. 0-14105)
2c Definitive Soliciting Additional Materials to Proxy Statement
pursuant to Section 14(a) of the Securities Exchange Act of
1934. Reference is made to the Partnership's Schedule 14A, filed
with the Securities and Exchange Commission on February 23,
2000. (File No. 0-14105)
3a Agreement of Limited Partnership of Murray Income Properties,
Ltd.-84. Reference is made to Exhibit A of the Prospectus dated
May 31, 1984 contained in Amendment No. 2 to Partnership's Form
S-11 Registration Statement. (File No. 2-90016)
3b Amended and Restated Certificate and Agreement of Limited
Partnership dated as of May 23, 1984. Reference is made to
Exhibit 3b to the 1989 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1989. (File No.
0-14105)
3c Amended and Restated Certificate and Agreement of Limited
Partnership dated as of June 25, 1984. Reference is made to
Exhibit 3c to the 1989 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1989. (File No.
0-14105)
3d Amended and Restated Certificate and Agreement of Limited
Partnership dated as of November 27, 1984. Reference is made to
Exhibit 3d to the 1989 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1989. (File No.
0-14105)
3e Amended and Restated Certificate and Agreement of Limited
Partnership dated as of April 1, 1985. Reference is made to
Exhibit 3e to the 1989 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1989. (File No.
0-14105)
3f Amended and Restated Certificate and Agreement of Limited
Partnership dated as of November 15, 1989. Reference is made to
Exhibit 3f to the 1989 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1989. (File No.
0-14105)
3g Amended and Restated Certificate and Agreement of Limited
Partnership dated as of January 10, 1990. Reference is made to
Exhibit 3g to the 1989 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1989. (File No.
0-14105)
</TABLE>
<PAGE> 17
<TABLE>
<S> <C>
3h Amendment to Amended and Restated Certificate and Agreement of
Limited Partnership, dated March 22, 2000. Reference is made to
Exhibit 3h to the 1999 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 27, 2000. (File No.
0-14105)
10a Purchase and Sale Agreement dated effective as of July 12, 2000
by and between the Partnership and Central One, Inc. and James
H. Kaufman, as tenants in common. Reference is made to exhibit
10.1 to the September 26, 2000, Form 8-K filed with the
Securities and Exchange Commission on October 11, 2000. (File
No. 0-14105)
10b Amendment to Purchase and Sale Agreement dated July 27, 2000 by
and between the Partnership and Central One, Inc. and James H.
Kaufman, as tenants in common. Reference is made to exhibit 10.2
to the September 26, 2000, Form 8-K filed with the Securities
and Exchange Commission on October 11, 2000. (File No. 0-14105)
10c Second Amendment to Purchase and Sale Agreement dated September
19, 2000 by and between the Partnership and Central One, Inc.
and James H. Kaufman, as tenants in common. Reference is made to
exhibit 10.3 to the September 26, 2000, Form 8-K filed with the
Securities and Exchange Commission on October 11, 2000. (File
No. 0-14105)
27 Financial Data Schedule. Filed herewith.
99a Glossary, as contained in the Prospectus dated May 31, 1984
filed as part of Amendment No. 2 to Registrant's Form S-11
Registration Statement. (File No. 2-90016) Filed herewith.
99b Article XIII of the Agreement of Limited Partnership as
contained in the Prospectus dated May 31, 1984 filed as part of
the Amendment No. 2 to Registrant's Form S-11 Registration
Statement. (File No. 2-90016) Filed herewith.
99c Amendment number nine to the Agreement of Limited Partnership
contained in the Proxy Statement dated October 11, 1989. Filed
herewith.
99d Management Compensation as contained in the Prospectus (Pages 10
through 17) dated May 31, 1984 filed as part of Amendment No. 2
to Registrant's Form S-11 Registration Statement. (File No.
2-90016) Filed herewith.
</TABLE>
