<PAGE>
UNITED STATES
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 September 30, 1996
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: 0-13227
USAA Real Estate Income Investments I Limited Partnership
(Exact name of registrant as specified in its charter)
California 74-2325025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 Robert F. McDermott Fwy., IH 10 West, Suite 600,
San Antonio, Texas 78230-3884
(Address of principal executive offices) (Zip Code)
(210) 498-7391
(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 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.
[X] Yes [ ] No
<PAGE>
PART I
Item 1. Financial Statements
<TABLE>
USAA REAL ESTATE INCOME INVESTMENTS I LIMITED PARTNERSHIP
Condensed Balance Sheets
<CAPTION>
September 30,
1996 December 31,
(Unaudited) 1995
<S> <C> <C>
Assets
Rental properties, net $ 10,102,535 10,438,578
Mortgage loan receivable from affiliate -- 5,440,000
Temporary investments, at cost which
approximates market value-
Money market fund 1,033,479 343,834
Cash 76,884 23,003
Cash and cash equivalents 1,110,363 366,837
Accounts receivable 44,265 45,201
Deferred charges, at amortized cost, and
other assets 383,661 410,731
$ 11,640,824 16,701,347
Liabilities and Partners' Equity
Accounts payable, including amounts due
to affiliates of $35,808 and $45,090 $ 85,577 55,379
Accrued expenses and other liabilities 151,552 8,510
Security deposits 62,140 65,996
Total liabilities 299,269 129,885
Partners' equity:
General Partner:
Capital contribution 1,000 1,000
Cumulative net income 88,922 86,257
Cumulative distributions (182,184) (177,220)
(92,262) (89,963)
Limited Partners (54,610 units):
Capital contributions, net of
offering costs 25,666,700 25,666,700
Cumulative net income 8,803,382 8,539,514
Cumulative distributions (23,036,265) (17,544,789)
11,433,817 16,661,425
Total Partners' equity 11,341,555 16,571,462
$ 11,640,824 16,701,347
</TABLE>
See accompanying notes to condensed financial statements.
2
<PAGE>
<TABLE>
USAA REAL ESTATE INCOME INVESTMENTS I LIMITED PARTNERSHIP
Condensed Statements of Income
(Unaudited)
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1996 1995
<S> <C> <C>
Income
Rental income $ 353,738 297,617
Interest from mortgage loan (note 1) -- 154,285
Less direct expenses, including depre-
ciation of $138,584 and $140,890 (215,613) (220,079)
Net operating income 138,125 231,823
Interest income 14,355 5,279
Total income 152,480 237,102
Expenses
General and administrative (note 1) 49,985 50,875
Management fee (note 1) 19,629 21,250
Total expenses 69,614 72,125
Net income $ 82,866 164,977
Net income per limited partnership unit $ 1.50 2.99
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1996 1995
<S> <C> <C>
Income
Rental income $ 1,050,137 895,226
Interest from mortgage loan (note 1) 52,124 457,768
Less direct expenses, including depre-
ciation of $420,385 and $402,321 (654,336) (651,639)
Net operating income 447,925 701,355
Interest income 75,645 20,448
Total income 523,570 721,803
Expenses
General and administrative (note 1) 202,249 198,015
Management fee (note 1) 54,788 61,579
Total expenses 257,037 259,594
Net income $ 266,533 462,209
Net income per limited partnership unit $ 4.83 8.38
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
<TABLE>
USAA REAL ESTATE INCOME INVESTMENTS I LIMITED PARTNERSHIP
Condensed Statements of Cash Flows
Nine months ended September 30, 1996 and 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 266,533 462,209
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 420,385 402,321
Amortization 33,573 23,237
Decrease (increase) in accounts receivable 936 (1,821)
Increase in deferred charges and other assets (6,503) (142,239)
Increase in accounts payable, accrued expenses
and other liabilities 169,384 137,152
Cash provided by operating activities 884,308 880,859
Cash flows from investing activities:
Additions to rental properties (84,342) (560,706)
Proceeds from mortgage loan receivable 5,440,000 --
Cash provided by (used in) investing activities 5,355,658 (560,706)
Cash flows used in financing activities-
Distributions to partners (5,496,440) (661,940)
Net increase (decrease) in cash and cash equivalents 743,526 (341,787)
Cash and cash equivalents at beginning of period 366,837 795,676
Cash and cash equivalents at end of period $ 1,110,363 453,889
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
USAA REAL ESTATE INCOME INVESTMENTS I LIMITED PARTNERSHIP
Notes to Condensed Financial Statements
September 30, 1996
(Unaudited)
1. Transactions with Affiliates
A summary of transactions with affiliates follows for the
nine-month period ended September 30, 1996:
Quorum
USAA Real Estate
Real Estate Services
Company Corporation
Reimbursement
of expenses (a) $ 89,270 46,508
Management fees 54,788 39,169
Lease commissions -- 13,134
Mortgage servicing fees 1,115 --
Interest income (52,124) --
Total $ 93,049 98,811
(a) Reimbursement of expenses represents amounts paid or
accrued as reimbursement of expenses incurred on behalf of
the Partnership at actual cost and does not include any
mark-up or items normally considered as overhead.
2. Other
Reference is made to the financial statements in the Annual
Report filed as part of the Form 10-K for the year ended
December 31, 1995 with respect to significant accounting and
financial reporting policies as well as to other pertinent
information concerning the Partnership. Information furnished
in this report reflects all normal recurring adjustments which
are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented.
Further, the operating results presented for these interim
periods are not necessarily indicative of the results which
may occur for the remaining three months of 1996 or any other
future period.
The financial information included in this interim report as
of September 30, 1996 and for the three-month and nine-month
periods ended September 30, 1996 and 1995 has been prepared
by management without audit by independent certified public
accountants who do not express an opinion thereon. The
Partnership's annual report includes audited financial
statements.
5
<PAGE>
PART I
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
At September 30, 1996, the Partnership had cash of $76,884 and
temporary investments of $1,033,479. These funds were held in the
working capital reserve for the payment of obligations of the
Partnership. Accounts receivable consisted primarily of amounts
due from tenants at Volusia Point. Deferred charges and other
assets consisted of deferred rent that resulted from recognition of
income as required by generally accepted accounting principles and
lease commissions. Accounts payable included amounts due to
affiliates for management fees and reimbursable expenses. Accrued
expenses and other liabilities consisted of property tax accruals,
security deposits and prepaid revenue from tenants.
On January 31, 1996, the maturity date of the Plaza on the Lake
mortgage loan receivable, the Partnership received $5,440,000 from
USAA Real Estate Company, the borrower, in full payment of the
loan. Approximately $5,000,000 of the proceeds from the loan
payoff, or $91.56 per Limited Partnership unit, was distributed to
the Limited Partners during the quarter ended March 31, 1996. The
balance of the proceeds of approximately $440,000 was held by the
Partnership for future operating requirements.
During the quarter ended September 30, 1996, the Partnership
distributed $163,830 to Limited Partners and $1,655 to the General
Partner for a total of $165,485. Quarterly distributions were
decreased beginning in the first quarter of 1996 due to the reduced
cash flow that occurred subsequent to the repayment of the mortgage
loan receivable and the resulting loss of interest income to the
Partnership. During the ten-year term of the mortgage loan
receivable, the Partnership recorded interest income on the
mortgage loan receivable, including participation income, averaging
approximately $590,000 per year.
A 42-month lease was executed on July 2, 1996 between the
Partnership and a new tenant after a change in Systech Computer
Corporation's business requirements. The new tenant is Integrated
Systems, Inc. ("ISI"). In August, ISI occupied 24,191 square feet
of the Systech building. The lease provides for scheduled
increases of 4,712 square feet in December 1996 and 13,201 in April
1998, following vacancy of those spaces by Systech Computer
Corporation. The lease also provides ISI with the right of first
refusal for any additional space which may become available on the
fourth floor of the building as a result of the early termination
of the lease with Systech Computer Corporation. The rental rate
for ISI began at $10.13 per square foot per year and will increase
to $12.57 per square foot per year over the term of the lease. In
addition to rent, ISI will pay their prorata share of property
operating expenses which exceed those of 1995, the base year.
6
<PAGE>
The lease between the Partnership and Systech Computer Corporation
was amended in July 1996 to allow for the gradual decrease of
leased square footage and early termination. In August 1996,
Systech Computer Corporation moved out of the first two floors of
the four story office building to accommodate occupancy by ISI.
Systech Computer Corporation's lease obligation will be further
reduced in December 1996 and March 1998, and will be followed by
the increases in space occupied by ISI.
The rental rate for ISI is lower than the rate paid by Systech
Computer Corporation. To compensate the Partnership for this
difference and the potential vacancy of approximately 8,300 square
feet on the fourth floor of the Systech building, the tenant
forfeited their security deposit of approximately $36,400, paid a
$10,000 buy-out fee and was responsible for payment of brokerage
fees associated with this lease restructuring process. In addition
to payment of these fees, Systech's current rental rate was
increased from $11.04 to $11.53 per square foot per year, and will
increase to $12.98 over the remaining term of the lease.
Approximately $74,800 of the Partnership's commitment of $84,400
for the final phase of tenant improvements at the Systech building
has been expended. The balance is expected to be paid during the
last quarter of 1996. The funding of these improvements is from
the working capital reserve of the Partnership.
Future liquidity is expected to result from cash generated from
operations of the properties, interest on temporary investments and
ultimately through the sale of the properties.
Results of Operations
For the three-month and nine-month periods ended September 30, 1996
and 1995, income was generated from rental income from the income
producing properties, interest income and participation income
earned on the mortgage loan and interest income earned on the funds
invested in temporary investments. As there was no lease in force
at the Systech building from August 1993 through February 1995, no
income was generated by that property during that period.
Subsequent to January 31, 1996, the date of the payoff of the
mortgage loan receivable, no interest was earned on that
investment. Expenses incurred during the same periods were
associated with operations of the Partnership's properties and
various other costs required for administration of the Partnership.
The decrease in rental properties from December 31, 1995 to
September 30, 1996 was attributable to depreciation on the
Partnership properties, and was offset by the tenant improvements
at the Systech building. Cash and cash equivalents increased
during the same period primarily due to the reserve held by the
Partnership from the proceeds of the mortgage loan. Amortization
of lease commissions for the Systech building caused the decrease
in deferred charges. The increase in accounts payable reflected
timing in payment of property operating expenses at the Systech
building. An increase of approximately $82,000 in accrued property
taxes at Volusia Point and the receipt of prepaid revenue of
approximately $30,000 from each of the Partnership properties
accounted for the increase in accrued expenses for this nine-month
period.
7
<PAGE>
The increase in rental income for the three-month period ended
September 30, 1996 from the three-month period ended September 30,
1995 reflected the forfeiture of Systech Computer Corporation's
security deposit per the amended lease terms. The increase in
rental income for the nine-month period ended September 30, 1996
over the same period in 1995 was primarily attributable to the
March 1, 1995 commencement of the single tenant lease at the
Systech building and was further impacted by the security deposit
forfeiture at that property. The decrease in interest income from
the mortgage loan for the three-month and nine-month periods ended
September 30, 1996 was the result of the January 31, 1996 payoff of
the receivable. Interest income on cash held by the Partnership
increased during the three-month and nine-month periods in 1996 as
a result of the increase in cash and cash equivalents held by the
Partnership.
General and administrative expenses remained stable overall from
the three-month and nine-month periods ended September 30, 1995 to
September 30, 1996. Legal expenses increased during this nine-month
period due to the lease restructing at the Systech building.
Amortization expense on lease commissions at the Systech building
also increased during this nine-month period. These increases in
general and administrative expenses were offset by a decrease in
printing charges and the mortgage servicing fee subsequent to the
January 1996 payoff of the mortgage loan receivable. The portfolio
management fee is based on cash flow from operations of the
Partnership, adjusted for cash reserves, and fluctuated
accordingly.
8
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit.
Sequentially
Exhibit Numbered
No. Description Page
4 Restated Certificate and Agreement of Limited
Partnership dated as of October 18, 1984,
incorporated as Exhibit A to the Partnership's
Prospectus dated November 16, 1984, filed
pursuant to Rule 424(b), Regis. No. 2-92845
and incorporated herein by this reference. __
27 Financial Data Schedule 11
(b) During the quarter ended September 30, 1996, there were no
Current Reports on Form 8-K filed.
9
<PAGE>
FORM 10-Q
SIGNATURES
USAA REAL ESTATE INCOME INVESTMENTS I LIMITED PARTNERSHIP
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.
USAA REAL ESTATE INCOME INVESTMENTS I
LIMITED PARTNERSHIP (Registrant)
BY: USAA INVESTORS I, INC.,
General Partner
November 12, 1996 BY: /s/Edward B. Kelley
Edward B. Kelley
Chairman, President and
Chief Executive Officer
November 12, 1996 BY: /s/Martha J. Barrow
Martha J. Barrow
Vice President -
Administration and
Finance/Treasurer
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,110,363
<SECURITIES> 0
<RECEIVABLES> 44,265
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 10,102,535
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,640,824
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,341,555
<TOTAL-LIABILITY-AND-EQUITY> 11,640,824
<SALES> 0
<TOTAL-REVENUES> 1,102,261
<CGS> 0
<TOTAL-COSTS> 654,336
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 266,533
<INCOME-TAX> 0
<INCOME-CONTINUING> 266,533
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 266,533
<EPS-PRIMARY> 4.83
<EPS-DILUTED> 0
</TABLE>
