<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1996
/ / 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 0-19123
FOGELMAN MORTGAGE L.P. I
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(Exact name of Registrant as specified in its charter)
Tennessee 62-1317805
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
One Seaport Plaza, New York, New York 10292-0116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
N/A
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Former name, former address and former fiscal year, if changed since last report
Indicate by check CK whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _CK_ No __
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Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FOGELMAN MORTGAGE L.P. I
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
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ASSETS
Investments in mortgage loans $26,815,991 $27,127,610
Cash and cash equivalents 2,296,906 1,963,643
Deferred General Partner's fees (net of accumulated
amortization of $1,797,317 and $1,746,443 at
March 31, 1996 and December 31, 1995, respectively) 641,683 692,557
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Total assets $29,754,580 $29,783,810
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Deposits held for tax obligations of underlying properties $ 383,899 $ 228,565
Due to affiliates 93,408 95,955
Accrued expenses 35,329 39,896
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Total liabilities 512,636 364,416
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Partners' capital
Unitholders (54,200 units issued and outstanding) 29,443,772 29,619,447
General Partner (201,828) (200,053)
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Total partners' capital 29,241,944 29,419,394
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Total liabilities and partners' capital $29,754,580 $29,783,810
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The accompanying notes are an integral part of these statements
</TABLE>
2
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FOGELMAN MORTGAGE L.P. I
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------------------
1996 1995
<S> <C> <C>
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REVENUES
Equity income from the underlying properties $764,790 $719,539
Interest income from cash equivalents 22,546 25,308
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787,336 744,847
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EXPENSES
General and administrative 35,159 31,473
Amortization of deferred General Partner's fees 50,874 50,874
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86,033 82,347
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Net income $701,303 $662,500
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ALLOCATION OF NET INCOME
Unitholders $637,285 $598,870
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-------- --------
General Partner:
Special distribution $ 57,581 $ 57,581
Other 6,437 6,049
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$ 64,018 $ 63,630
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Net income per depositary unit $ 11.76 $ 11.05
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-------- --------
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</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
GENERAL
UNITHOLDERS PARTNER TOTAL
<S> <C> <C> <C>
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Partners' capital (deficit)--December 31, 1995 $29,619,447 $(200,053) $29,419,394
Net income 637,285 64,018 701,303
Distributions (812,960) (65,793) (878,753)
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Partners' capital (deficit)--March 31, 1996 $29,443,772 $(201,828) $29,241,944
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The accompanying notes are an integral part of these statements
</TABLE>
3
<PAGE>
FOGELMAN MORTGAGE L.P. I
(a limited partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------------
1996 1995
<S> <C> <C>
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CASH FLOWS FROM OPERATING ACTIVITIES
Interest received from mortgage loans $1,076,409 $1,172,236
Interest received from cash equivalents 22,546 25,308
Cash received for tax obligations of underlying properties 155,334 159,693
General and administrative expenses paid (42,273) (20,925)
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Net cash provided by operating activities 1,212,016 1,336,312
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (878,753) (810,359)
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Net increase in cash and cash equivalents 333,263 525,953
Cash and cash equivalents at beginning of period 1,963,643 1,774,337
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Cash and cash equivalents at end of period $2,296,906 $2,300,290
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RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
Net income $ 701,303 $ 662,500
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Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred General Partner's fees 50,874 50,874
Equity income from the underlying properties (764,790) (719,539)
Interest received from mortgage loans 1,076,409 1,172,236
Changes in:
Deposits held for tax obligations of underlying properties 155,334 159,693
Accrued expenses (4,567) (5,818)
Due to affiliates (2,547) 16,366
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Total adjustments 510,713 673,812
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Net cash provided by operating activities $1,212,016 $1,336,312
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The accompanying notes are an integral part of these statements
</TABLE>
4
<PAGE>
FOGELMAN MORTGAGE L.P. I
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
A. General
These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of Fogelman Mortgage L.P. I (the ``Partnership'') as of March 31, 1996,
the results of its operations for the three months ended March 31, 1996 and 1995
and its cash flows for the three months ended March 31, 1996 and 1995. However,
the operating results for the interim periods may not be indicative of the
results expected for the full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1995.
B. Related Parties
Prudential-Bache Properties, Inc. (``PBP'' or the ``General Partner'') and
its affiliates perform services for the Partnership which include, but are not
limited to: accounting and financial management; registrar, transfer and
assignment functions; asset management; investor communications; printing and
other administrative services. The General Partner and its affiliates receive
reimbursements for costs incurred in connection with these services, the amount
of which is limited by the provisions of the Partnership Agreement. The costs
and expenses were approximately $18,200 and $19,500 for the three months ended
March 31, 1996 and 1995, respectively.
The Partnership maintains an account with the Prudential Institutional
Liquidity Portfolio Fund, an affiliate of PBP, for investment of its available
cash in short-term investments pursuant to guidelines established by the
Partnership Agreement.
Prudential Securities Incorporated (``PSI''), an affiliate of the General
Partner, owns 835 units at March 31, 1996.
C. Subsequent Event
In May 1996, distributions of approximately $847,000 and $8,600 were paid to
the Unitholders and General Partner, respectively, for the quarter ended March
31, 1996.
5
<PAGE>
FOGELMAN MORTGAGE L.P. I
(a limited partnership)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership provides permanent financing for two multi-family residential
apartment complexes. As of March 31, 1996, the Partnership had approximately
$2,297,000 of funds available which may be used to pay distributions,
unanticipated or extraordinary expenses and other costs relating to the
operation and administration of the Partnership's business. Cash will be
expended at the property level in 1996 for capital expenditures including
asphalt repairs at Pointe Royal and carpeting at Westmont. These capital
expenditures will impact the cash flow received from the properties.
The Partnership's future operating cash requirements and quarterly
distributions are expected to be funded by Partnership operations. The
distribution for the three months ended March 31, 1996 was funded from current
cash flow from operations.
Results of Operations
As of March 31, 1996 and 1995, occupancy rates for Westmont were 98.8% and
93.7%, respectively, and 99.3% and 99.1%, respectively, for Pointe Royal. Net
income of the Partnership for the three months ended March 31, 1996 increased by
approximately $39,000 as compared to the same period in 1995.
For financial reporting purposes, the Partnership's mortgage loans are
considered, in substance, to be investments in real estate and are accounted for
using the equity method. Interest received from mortgage loans for the three
months ended March 31, 1996 and 1995 of approximately $1,076,000 and $1,172,000
respectively, is accounted for as distributions and, accordingly, reduces the
carrying value of the original investment. Interest payments received (paid from
property cash flow) decreased by approximately $96,000 for the three months
ended March 31, 1996 as compared to the same period in 1995 because of the
timing of certain expenditures including capital improvements at the underlying
properties. Equity income from the underlying properties (which increases the
carrying value of the original investment) increased approximately $45,000 for
three months ended March 31, 1996 as compared to the same period in 1995. This
increase was primarily due to increased rental revenues at both properties
partially offset by increased operating expenses at Pointe Royal.
Interest income from cash equivalents decreased by approximately $3,000 for
the three months ended March 31, 1996 as compared to the prior year primarily
due to lower interest rates.
6
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings--None
Item 2. Changes in Securities--None
Item 3. Defaults Upon Senior Securities--None
Item 4. Submission of Matters to a Vote of Security Holders--None
Item 5. Other Information--None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Amended and Restated Certificate and Agreement of Limited Partnership
dated November 12, 1986 (incorporated by reference to Registration
Statement No. 33-8596 dated November 24, 1986)
3.2 Second Amendment to Amended and Restated Certificate and Agreement of
Limited Partnership dated December 24, 1992 (incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K--None
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Fogelman Mortgage L.P. I
<TABLE>
<S> <C>
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: May 14, 1996
----------------------------------------
Eugene D. Burak
Vice President
Chief Accounting Officer for the
Registrant
</TABLE>
8
<PAGE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Fogelman Mortgage L.P. I
and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<RESTATED>
<CIK> 0000800608
<NAME> Fogelman Mortgage L.P. I
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-1-1996
<PERIOD-END> Mar-31-1996
<PERIOD-TYPE> 3-Mos
<CASH> 2,296,906
<SECURITIES> 0
<RECEIVABLES> 26,815,991
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 641,683
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,754,580
<CURRENT-LIABILITIES> 512,636
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 29,241,944
<TOTAL-LIABILITY-AND-EQUITY> 29,754,580
<SALES> 0
<TOTAL-REVENUES> 787,336
<CGS> 0
<TOTAL-COSTS> 86,033
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 701,303
<EPS-PRIMARY> 11.76
<EPS-DILUTED> 0
</TABLE>
