DAMSON BIRTCHER REALTY INCOME FUND I
10-Q, 1996-08-13
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>   1

                                   FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934  


For Quarter Ended         June 30, 1996
                   ------------------------------------------------------------


Commission file number      0-13563
                       --------------------------------------------------------



                    DAMSON/BIRTCHER REALTY INCOME FUND - I
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             Pennsylvania                                     13-3264491
- -------------------------------------------------------------------------------
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)



27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California    92677-0100
- -------------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)



                                (714) 643-7700
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



                                      N/A
- -------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12(g), 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                         QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996

                    
                                     INDEX
                                     

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>         <C>                                                                                     <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

            Balance Sheets -
            June 30, 1996 (Unaudited) and December 31, 1995  . . . . . . . . . . . . . . . . .         3

            Statements of Operations (Unaudited) -
            Three and Six Months Ended June 30, 1996 and 1995  . . . . . . . . . . . . . . . .         4

            Statements of Cash Flows (Unaudited) -
            Six Months Ended June 30, 1996 and 1995  . . . . . . . . . . . . . . . . . . . . .         5

            Notes to Financial Statements (Unaudited)  . . . . . . . . . . . . . . . . . . . .         6

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations  . . . . . . . . . . . . . . . . . .         9


PART II.    OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        14
</TABLE>





                                       2


<PAGE>   3
                         PART I.  FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS


                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                                 BALANCE SHEETS           


<TABLE>
<CAPTION>
                                                                   June 30,               December 31,
                                                                    1996                      1995    
                                                                ------------              ------------
                                                                 (Unaudited)                (Note)
<S>                                                             <C>                      <C>
ASSETS
- ------

Properties held for sale (net of valuation                      $37,033,000               $36,996,000
   allowance of $6,305,000 in 1996 and
   $4,770,000 in 1995)

Cash and cash equivalents                                           255,000                   301,000
Accounts receivable (net of allowance for
   doubtful accounts of $41,000 in 1996 and
   $63,000 in 1995)                                                  38,000                    43,000
Accrued rent receivable                                             483,000                   443,000
Prepaid expenses and other assets                                   711,000                   710,000 
                                                                -----------               -----------

                                                                $38,520,000               $38,493,000 
                                                                ===========               ===========

LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

Accounts payable and accrued liabilities                        $   901,000               $ 1,153,000
Secured loan(s) payable                                           3,726,000                 3,116,000 
                                                                -----------               -----------
   Total liabilities                                              4,627,000                 4,269,000 
                                                                -----------               -----------

Partners' capital (deficit):
   Limited Partners                                              34,386,000                34,714,000
   General Partner                                                 (493,000)                 (490,000)
                                                                -----------               -----------
                                                                 33,893,000                34,224,000

Commitments and contingencies                                             -                         - 
                                                                -----------               -----------

                                                                $38,520,000               $38,493,000 
                                                                ===========               ===========
</TABLE>


Note:  The balance sheet at December 31, 1995 has been prepared from the 
       audited financial statements as of that date.



The accompanying notes are an integral part of these financial statements.





                                       3


<PAGE>   4
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)            


<TABLE>
<CAPTION>
                                                 Three Months Ended                       Six Months Ended
                                                      June 30                                  June 30            
                                          -------------------------------          --------------------------------
                                              1996               1995                  1996                 1995    
                                          -----------         -----------          -----------          -----------
<S>                                       <C>                 <C>                  <C>                 <C>
REVENUES
- --------

Rental income                             $ 1,597,000         $ 1,491,000          $ 3,146,000          $ 2,970,000
Interest income                                 2,000              11,000                3,000               21,000
                                          -----------         -----------          -----------          -----------

  Total revenues                            1,599,000           1,502,000            3,149,000            2,991,000
                                          -----------         -----------          -----------          -----------

EXPENSES
- --------

Operating expenses                            452,000             400,000              889,000              863,000
Real estate taxes                              88,000             217,000              338,000              453,000
Depreciation and amortization                  44,000             495,000               84,000            1,005,000
General and administrative                    244,000             248,000              478,000              485,000
Interest                                       86,000              73,000              156,000              146,000
Adjustment to carrying value
  of real estate                              386,000                   -            1,535,000                    -
                                          -----------         -----------          -----------          -----------

  Total expenses                            1,300,000           1,433,000            3,480,000            2,952,000
                                          -----------         -----------          -----------          -----------

NET INCOME (LOSS)                         $   299,000         $    69,000          $  (331,000)         $    39,000
                                          ===========         ===========          ===========          ===========

NET INCOME (LOSS) ALLOCABLE TO:

  General Partner                         $     3,000         $         -          $    (3,000)         $         -
                                          ===========         ===========          ===========          ===========

  Limited Partners                        $   296,000         $    69,000          $  (328,000)         $    39,000
                                          ===========         ===========          ===========          ===========
</TABLE>





The accompanying notes are an integral part of these financial statements.





                                       4
<PAGE>   5
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)            


<TABLE>
<CAPTION>
                                                                         Six Months Ended June 30, 
                                                                 ----------------------------------------
                                                                    1996                          1995    
                                                                 -----------                   ----------
<S>                                                              <C>                           <C>
Cash flows from operating activities:
   Net income (loss)                                             $ (331,000)                   $   39,000

Adjustments to reconcile net income (loss) to net cash
  (used in) provided by operating activities:
   Depreciation and amortization                                     84,000                     1,005,000
Adjustment to carrying value of real estate                       1,535,000                             -
Changes in:
   Additions to properties held for sale                         (1,572,000)                            -
   Accounts receivable                                                5,000                        35,000
   Prepaid expenses and other assets                                (85,000)                      (19,000)
   Accrued rent receivable                                          (40,000)                      (46,000)
   Accounts payable and accrued liabilities                        (252,000)                      (55,000)
                                                                 ----------                    ----------
Net cash (used in) provided by operating activities                (656,000)                      959,000

Cash flows from investing activities:
   Investments in real estate                                             -                      (163,000)
                                                                 ----------                    ----------
Net cash used in investing activities                                     -                      (163,000)

Cash flows from financing activities:
   Secured loan payable                                             610,000                       (82,000)
   Distributions                                                          -                      (511,000)
                                                                 ----------                     ----------
Net cash provided by (used in) financing activities                 610,000                      (593,000)

Net decrease in cash and cash equivalents                           (46,000)                     (203,000)

Cash and cash equivalents, beginning of period                      301,000                       648,000 
                                                                 ----------                    ----------

Cash and cash equivalents, end of period                         $  255,000                    $  851,000 
                                                                 ==========                    ==========
</TABLE>





The accompanying notes are an integral part of these financial statements.





                                       5
<PAGE>   6
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENTS - UNAUDITED


(1)      Accounting Policies
         -------------------
         
         The financial statements of Damson/Birtcher Realty Income Fund-I (the
         "Partnership") included herein have been prepared by the General
         Partner, without audit, pursuant to the rules and regulations of the
         Securities and Exchange Commission.  These financial statements
         include all adjustments which are of a normal recurring nature and, in
         the opinion of the General Partner, are necessary for a fair
         presentation.  Certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted,
         pursuant to the rules and regulations of the Securities and Exchange
         Commission.  These financial statements should be read in conjunction
         with the financial statements and notes thereto included in the
         Partnership's annual report on Form 10-K for the year ended December
         31, 1995.

         Earnings Per Unit

         The Partnership Agreement does not designate investment interests in
         units.  All investment interests are calculated on a "percent of
         Partnership" basis, in part to accommodate original reduced rates on
         sales commissions for subscriptions in excess of certain specified
         amounts.

         A Limited Partner who was charged a reduced sales commission or no
         sales commission was credited with proportionately larger Invested
         Capital and therefore had a disproportionately greater interest in the
         capital and revenues of the Partnership than a Limited Partner who
         paid commissions at a higher rate.  As a result, the Partnership has
         no set unit value as all accounting, investor reporting and tax
         information is based upon each investor's relative percentage of
         Invested Capital.  Accordingly, earnings or loss per unit is not
         presented in the accompanying financial statements.

         Carrying Value of Real Estate

         In March 1995, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 121 "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of," ("FAS 121").  This Statement requires that if the
         General Partner believes factors are present that may indicate
         long-lived assets are impaired, the undiscounted cash flows, before
         debt service, related to the assets should be estimated.  If these
         estimated cash flows are less than the carrying value of the asset,
         then impairment is deemed to exist.  If impairment exists, the asset
         should be written down to the estimated fair value.





                                       6
<PAGE>   7
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)


(1)      Accounting Policies (Cont'd.)
         -------------------
         
         Further, assets held for sale, including any unrecoverable accrued
         rent receivable or capitalized leasing commissions, should be carried
         at the lower of carrying value or fair value less estimated selling
         costs.  Any adjustment to carrying value is recorded as a valuation
         allowance against property held for sale.  Each reporting period, the
         General Partner will review its estimates of fair value, which may be
         decreased or increased up to the original carrying value.  Finally,
         assets held for sale are no longer depreciated.  The General Partner
         adopted FAS 121 at December 31, 1995 and the adoption did not have a
         material impact on the Partnership's operations or financial position,
         as prior to December 31, 1995, the Partnership had not had any
         properties held for sale.

         As noted above, as of December 31, 1995 the General Partner decided to
         account for the Partnership's properties as assets held for sale,
         instead of for investment.  Assuming an average 12 month holding
         period, the General Partner compared the carrying value of each
         property to its appraised value as of January 1, 1996.  If the
         carrying value of a property and certain related assets was greater
         than its appraised value, less selling costs, the General Partner
         reduced the carrying value of the property by the difference.  Using
         this methodology, the General Partner determined that The Cornerstone,
         Ladera I Shopping Center, Terracentre, Arlington Executive Plaza and
         Washington Technical Center had carrying values greater than they had
         appraised values, and therefore reduced their carrying values by
         $1,600,000, $560,000, $590,000, $1,250,000 and $770,000 to $9,032,000,
         $6,234,000, $2,397,000, $2,740,000 and $2,612,000, respectively.

         For the six months ended June 30, 1996, the Partnership spent
         $1,572,000 on building and tenant improvements at Arlington Executive
         Plaza ($41,000), the Cornerstone ($1,063,000), Terracentre ($38,000),
         Washington Technical Center ($46,000), Ladera I ($14,000) and
         Oakpointe ($370,000).  Since these expenditures had already been
         anticipated by the Partnership in 1995 and taken into account in the
         third-party appraisals that form the basis of the General Partner's
         estimate of the fair market value of the Partnership's portfolio as of
         December 31, 1995, the General Partner did not change its estimate of
         the fair market value of the portfolio as of June 30, 1996.

(2)      Transactions with Affiliates
         ----------------------------
         
         The Partnership has no employees and, accordingly, the General Partner
         and its affiliates perform services on behalf of the Partnership in
         connection with administering the affairs of the Partnership.  The
         General Partner and affiliates are reimbursed for their general and
         administrative costs actually incurred and associated with services
         performed on behalf of the Partnership.  For the three months ended
         June 30, 1996 and 1995, the Partnership incurred approximately $51,000
         and $54,000, respectively, of such expenses.  For the six months 
         ended June 30, 1996 and 1995, such payments were $98,000 and $108,000
         respectively.




                                       7
<PAGE>   8
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)


(2)      Transactions with Affiliates (Cont'd.)
         ----------------------------
         
         An affiliate of the General Partner provides property management
         services with respect to the Partnership's properties and receives a
         fee for such services not to exceed 3% of the gross receipts from the
         properties under management.  Such fees amounted to approximately
         $45,000 and $38,000 for the three months ended June 30, 1996 and 1995,
         respectively, and $89,000 and $76,000 for the six months ended June
         30, 1996 and 1995.  In addition, an affiliate of the General Partner
         received $106,000 and $80,000 for the three months ended June 30, 1996
         and 1995, respectively, as reimbursement of costs of on-site property
         management personnel and other reimbursable costs.  For the six months
         ended June 30, 1996 and 1995, such payments were $195,000 and $163,000
         respectively.

         As previously reported, on June 24, 1993, the Partnership completed
         its solicitation of written consent from its Limited Partners.  A
         majority in interest of the Partnership's Limited Partners approved
         each of the proposals contained in the Information Statement dated May
         5, 1993.  Those proposals have been implemented by the Partnership as
         contemplated by the Information Statement as amendments to the
         Partnership Agreement, and are reflected in these financial statements
         as such.

         The amended Partnership Agreement provides for the Partnership's
         payment to the General Partner of an annual asset management fee equal
         to .75% of the aggregate appraised value of the Partnership's
         properties as determined by independent appraisal undertaken in
         January of each year.  Such fees for the six months ended June 30,
         1996 and 1995, amounted to $151,000 and $152,000, respectively.

         In addition, the amended Partnership Agreement provides for payment to
         the General Partner of a leasing fee for services rendered in
         connection with leasing space in a Partnership property after the
         expiration or termination of leases.  Fees for leasing services for
         the six months ended June 30, 1996 and 1995, amounted to $8,000 and
         $7,000, respectively.

(3)      Commitments and Contingencies
         -----------------------------
         
         Litigation

         The Partnership is not a party to any material pending legal
         proceedings other than ordinary routine litigation incidental to its
         business.  It is the General Partner's belief that the outcome of
         these proceedings will not be material to the business or financial
         condition of the Partnership.





                                       8
<PAGE>   9
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         
         Liquidity and Capital Resources
         -------------------------------

         Since completion of its acquisition program in September 1985, the
         Partnership has been engaged primarily in the operation of its
         properties. The Partnership's objective has been to hold its
         properties as long-term investments, although properties may be sold
         at any time depending upon the General Partner's judgment of the
         anticipated remaining economic benefits of continued ownership.
         Working capital is and will be provided principally from the operation
         of the Partnership's properties and the working capital reserve
         established for the properties.  The Partnership may incur mortgage
         indebtedness relating to such properties by borrowing funds primarily
         to fund capital improvements or to obtain financing proceeds for
         distribution to the partners.

         On July 30, 1993, the Partnership obtained a loan secured by a First
         Deed of Trust on the Certified Distribution Center in Salt Lake City,
         Utah.  The loan, in the amount of $3,500,000, carries a fixed interest
         rate of 9% per annum over a 13-year fully amortizing term.  The
         Partnership's first payment of $38,138.82 was paid on September 1,
         1993, with monthly installments due thereafter.  Proceeds from that
         loan, along with $500,000 of Partnership cash reserves, were used to
         retire the Partnership's then existing debt of $4,000,000.

         In March 1996, the Partnership entered into a loan agreement pursuant
         to which it may borrow up to $1,500,000, evidenced by a note secured
         by a first deed of trust and financing statement on the Ladera I
         Shopping Center in Albuquerque, New Mexico.  Pursuant to the note and
         loan agreement, until March 3, 1997 the Partnership is to pay interest
         only at the rate of 1% over prime (currently, the loan rate is 9.25%)
         on the amounts it borrows.  Thereafter, the outstanding balance of all
         advances made under the note is to be converted to a fully amortizing
         loan payable in 24 equal monthly payments of principal plus accrued
         interest, commencing April 3, 1997.  The Partnership has agreed to
         repay the loan from the first sale of the Partnership's property.  The
         net proceeds of the foregoing loan are to be used to fund a portion of
         the renovation and tenant improvements at The Cornerstone and tenant
         improvements at Oakpointe, with any remainder added to the
         Partnership's working capital reserves. As of June 30, 1996, the
         Partnership had borrowed $700,000 pursuant to the aforementioned loan
         agreement to fund a portion of the renovation at the Cornerstone
         Shopping Center, which was completed during the second quarter of
         1996.  There will be additional costs for tenant improvements as the
         vacant space in the center is leased.





                                       9
<PAGE>   10
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd.)


         Liquidity and Capital Resources (Cont'd.)
         -------------------------------
         
         Certain of the Partnership's properties are not fully leased.  The
         Partnership is actively marketing the vacant space in these
         properties, subject to the competitive environment in each of the
         market areas.  To the extent the Partnership is not successful in
         maintaining or increasing occupancy levels at these properties, the
         Partnership's future cash flow may be reduced.

         The Partnership has made no distributions to date in 1996, but intends
         to resume distributing cash in late August, 1996.  Distributions from
         inception through June 30, 1996 represent cash flow generated from
         operations of the Partnership's properties and interest earned on the
         temporary investment of working capital net of capital reserve
         requirements.  Future cash distributions will be made principally to
         the extent of cash flow attributable to operations and sales of the
         Partnership's properties and interest earned on the investment of
         capital reserves, after loan repayments, payment for capital
         improvements to the Partnership's properties and providing for capital
         reserves.

         In accordance with the terms of the Partnership Agreement, each year
         the Partnership secures an independent appraisal of each of the
         Partnership's properties as of January 1.  Prior to the January 1,
         1995 appraisals, the independent appraiser had estimated each
         property's "Investment Value," utilizing a seven to ten-year cash flow
         model to estimate value based upon an income approach.

         The amendment to the Partnership Agreement consented to by the Limited
         Partners in June 1993 mandated, among other things, that the General
         Partner seek a vote of (and provide an analysis and recommendation to)
         the Limited Partners no later than December 31, 1996 regarding the
         prompt liquidation of the Partnership in the event that properties
         with (then) current appraised values (constituting at least one-half
         of the total (then) current appraised values) of all of the
         Partnership's properties are not sold or under contract for sale by
         the end of 1996.

         Given that mandate, the General Partner requested that the appraiser
         provide an assessment of value that reflects a shorter investment
         holding term.  Although the General Partner does not currently have a
         specific liquidation plan for the Partnership's properties, it
         requested that the appraiser assume that the entire portfolio would
         be sold over four years, in connection with the January 1995
         appraisals and over three years in connection with the January 1996
         appraisals.

         Using the shorter-term investment methodology that is consistent with
         the mandate of the 1993 amendment to the Partnership Agreement, the
         appraiser estimated the value of the Partnership's properties at
         January 1, 1996 to be $40,390,000, or $4,155 per $10,000 original
         investor subscription.






                                       10
<PAGE>   11
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd.)


         Liquidity and Capital Resources (Cont'd.)
         -------------------------------
         
         Over the past year, the General Partner has examined several
         alternative methods to achieve the Partnership's goal of selling the
         Partnership's properties and liquidating the Partnership at the
         earliest practicable time consistent with achieving reasonable value
         for the Limited Partners' investment.  As explained in the
         Partnership's May 5, 1993 Information Statement, "achieving
         reasonable value" has meant for the Partnership to balance
         receiving higher sales prices per property than their 1993 values
         while at the same time not waiting forever to sell at a theoretical
         "top of the market."  Alternatives under consideration by the General
         Partner may include a property-by-property liquidation or selling all
         of the properties as a single portfolio.  The General Partner has had
         preliminary discussions regarding disposition, in whole or in part, of
         the Partnership's properties with various potential purchasers of some
         or all of the Partnership's portfolio.

         In connection with its consideration of these alternatives, the
         General Partner has decided to treat its properties as held for sale,
         instead of for investment, for financial statement purposes.  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," the carrying value of these properties was
         evaluated to ensure that each property was carried on the
         Partnership's balance sheet at the lower of cost or fair value less
         estimated selling costs.  The General Partner estimated fair value for
         this purpose based on appraisals performed as of January 1, 1996.
         However, fair value can only be determined based upon sales to third
         parties and sales proceeds could differ substantially.

         Based upon the General Partner's survey of the current marketplace,
         the General Partner believes, in fact, that in the relatively short
         term the Partnership's properties could generate sales prices that, in
         the aggregate, could be materially less than their aggregate appraised
         values based upon an "Investment Value" appraisal model.  The amount
         of the possible variance between the aggregate appraised values and
         potential sales prices cannot be reliably estimated at this time,
         because of the numerous variables that could affect the sales prices,
         including but not limited to the time frame in which the properties
         must be sold, method of sale (property-by-property or single
         transaction), prevailing capitalization rates at which comparable
         properties are being sold at the time of the Partnership's sales,
         constantly changing local market conditions and the state of leasing
         negotiations and capital expenditures for the properties at the time
         of sale.





                                       11
<PAGE>   12
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd.)


         Results of Operations for the Three Months Ended June 30, 1996
         Compared With the Three Months Ended June 30, 1995 and for the Six
         Months Ended June 30, 1996 Compared With the Six Months Ended 
         June 30, 1995
         ------------------------------------------------------------------

         The increase in rental income for the three and six months ended June
         30, 1996, as compared to the corresponding period in 1995, were
         primarily attributable to an increase in revenue at Oakpointe and
         Arlington Executive Plaza.  At Oakpointe, Symbol Technologies' lease
         encompassing 22,801 square feet was successfully negotiated for a five
         year term effective February 1996 and at Arlington Executive Plaza,
         Dawe's Laboratories lease encompassing 4,832 square feet and Drs.
         Jessen, Wesley and Associate's lease encompassing 1,620 square feet
         were negotiated in October and November 1995 respectively.  The
         aforementioned leases had the effect of increasing revenues in 1996
         when compared to the corresponding period in 1995.

         The decrease in interest income from 1995 to 1996 was attributable to
         a decrease in the average level of working capital available for short
         term investments.

         The increase in operating expenses for the three and six months ended
         June 30, 1996, as compared to the corresponding periods in 1995, was
         primarily attributable to the increase in legal and professional
         services resulting from real estate tax appeals at Arlington Executive
         Plaza and Oakpointe and minor tenant disputes at the Cornerstone.

         The decrease in real estate taxes for the three and six months ended
         June 30, 1996, as compared to the corresponding periods in 1995, was
         primarily as a result of a successful tax appeal at Arlington
         Executive Plaza and Oakpointe.

         The decrease in depreciation and amortization expense for the six
         months ended June 30, 1996 as compared to the corresponding period in
         1995 was attributable to the adoption of Statement of Financial
         Accounting Standards No. 121, "Accounting for the Impairment of Long-
         Lived Assets and for Long-Lived Assets to Be Disposed of," pursuant to
         which assets held for sale are no longer depreciated.

         The Partnership adjusted the carrying value of the portfolio by
         $1,535,000, which is the amount spent on the building improvements,
         tenant improvements, leasing commissions and other related assets for
         the Partnership properties.





                                       12
<PAGE>   13
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd.)


         Results of Operations for the Three Months Ended June 30, 1996
         Compared With the Three Months Ended June 30, 1995 and for the Six
         Months Ended June 30, 1996 Compared With the Six Months Ended 
         June 30, 1995 (Cont'd.)
         ------------------------------------------------------------------

         General and administrative expenses for the six months ended June,
         1996 and 1995, include charges of $258,000 and $267,000, respectively,
         from the General Partner and its affiliates for services rendered in
         connection with administering the affairs of the Partnership and
         operating the Partnership's properties.  Also included in general and
         administrative expenses for the six months ended June, 1996 and 1995,
         are direct charges of $220,000 and $218,000, respectively, relating to
         audit fees, tax preparation fees, legal fees and professional
         services, liability insurance expenses, costs incurred in providing
         information to the Limited Partners and other miscellaneous costs.
         The decrease in general and administrative expenses for the six months
         ended June 30, 1996 as compared to the corresponding period in 1995,
         was primarily attributable to a decrease in general and administrative
         wages and appraisal fees.  The aforementioned decrease was partially
         offset by an increase in consulting fees during 1996.





                                       13
<PAGE>   14
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


                          PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         So far as is known to the General Partner, neither the Partnership nor
         its properties are subject to any material pending legal proceedings.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)      Exhibits:

                 27 - Financial Data Schedule

         b)      Reports on Form 8-K:

                 None filed in quarter ended June 30, 1996.





                                       14
<PAGE>   15
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


                                   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.


<TABLE>
<CAPTION>
<S>                                   <C>
                                      DAMSON/BIRTCHER REALTY INCOME FUND-I


By:  DAMSON/BIRTCHER PARTNERS         By:  BIRTCHER PARTNERS,
     (General Partner)                     a California general partnership

                                            By:  BIRTCHER INVESTMENTS,
                                                 a California general partnership,
                                                 General Partner of Birtcher Partners

                                                  By:  BIRTCHER LIMITED,
                                                       a California limited partnership,
                                                       General Partner of Birtcher Investments

                                                       By:   BREICORP,
                                                             a California corporation,
                                                             formerly known as Birtcher
                                                             Real Estate Inc., General
                                                             Partner of Birtcher Limited

Date:  August 12, 1996                                       By:   /s/ ROBERT M. ANDERSON     
                                                                 --------------------------
                                                                       Robert M. Anderson
                                                                       Executive Director
                                                                       BREICORP

                                      By:   LF Special Fund II, L.P.,
                                            a California limited partnership

                                            By:   Liquidity Fund Asset Management, Inc.,
                                                  a California corporation, General
                                                  Partner of LF Special Fund II, L.P.

Date:  August 12, 1996                            By:    /s/ BRENT R. DONALDSON       
                                                      -----------------------------------
                                                             Brent R. Donaldson
                                                             President
                                                             Liquidity Fund Asset
                                                             Management, Inc.
</TABLE>





                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AND STATEMENT OF OPERATIONS OF DAMSON BIRTCHER REALTY INCOME FUND I AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         255,000
<SECURITIES>                                         0
<RECEIVABLES>                                   79,000
<ALLOWANCES>                                    41,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,487,000
<PP&E>                                      37,033,000
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              38,520,000
<CURRENT-LIABILITIES>                        1,094,000
<BONDS>                                      3,533,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  33,893,000
<TOTAL-LIABILITY-AND-EQUITY>                38,520,000
<SALES>                                              0
<TOTAL-REVENUES>                             3,149,000
<CGS>                                                0
<TOTAL-COSTS>                                1,789,000
<OTHER-EXPENSES>                             1,535,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             156,000
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (331,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (331,000)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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