<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 June 30, 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 (I.R.S. Employer
of incorporation or organization) 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 __
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FOGELMAN MORTGAGE L.P. I
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
<S> <C> <C>
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ASSETS
Investments in mortgage loans $26,527,573 $27,127,610
Cash and cash equivalents 2,329,230 1,963,643
Deferred general partner's fees (net of accumulated
amortization of $1,848,191 and $1,746,443 at
June 30, 1996 and December 31, 1995, respectively) 590,809 692,557
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Total assets $29,447,612 $29,783,810
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----------- ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Deposits held for tax obligations of underlying properties $ 368,861 $ 228,565
Due to affiliates 111,607 95,955
Accrued expenses 41,283 39,896
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Total liabilities 521,751 364,416
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Partners' capital
Unitholders (54,200 units issued and outstanding) 29,130,846 29,619,447
General partner (204,985) (200,053 )
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Total partners' capital 28,925,861 29,419,394
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Total liabilities and partners' capital $29,447,612 $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>
Six months ended Three months ended
June 30, June 30,
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1996 1995 1996 1995
<S> <C> <C> <C> <C>
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REVENUES
Equity income from the underlying properties $1,435,618 $1,346,125 $670,828 $626,586
Interest income from cash equivalents 47,196 53,689 24,650 28,381
---------- ---------- -------- --------
1,482,814 1,399,814 695,478 654,967
---------- ---------- -------- --------
EXPENSES
General and administrative 82,525 69,726 47,366 38,253
Amortization of deferred general partner's
fees 101,748 101,748 50,874 50,874
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184,273 171,474 98,240 89,127
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Net income $1,298,541 $1,228,340 $597,238 $565,840
---------- ---------- -------- --------
---------- ---------- -------- --------
ALLOCATION OF NET INCOME
Unitholders $1,171,545 $1,102,046 $534,260 $503,176
---------- ---------- -------- --------
---------- ---------- -------- --------
General partner:
Special distribution $ 115,162 $ 115,162 $ 57,581 $ 57,581
Other 11,834 11,132 5,397 5,083
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$ 126,996 $ 126,294 $ 62,978 $ 62,664
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---------- ---------- -------- --------
Net income per depositary unit $ 21.62 $ 20.33 $ 9.86 $ 9.28
---------- ---------- -------- --------
---------- ---------- -------- --------
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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 1,171,545 126,996 1,298,541
Distributions (1,660,146) (131,928) (1,792,074)
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Partners' capital (deficit)--June 30, 1996 $29,130,846 $(204,985) $28,925,861
----------- --------- -----------
----------- --------- -----------
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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>
Six months ended
June 30,
-------------------------
1996 1995
<S> <C> <C>
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CASH FLOWS FROM OPERATING ACTIVITIES
Interest received from mortgage loans $2,035,655 $2,016,461
Interest received from cash equivalents 47,196 53,689
Cash received for tax obligations of underlying properties 319,157 319,386
Cash paid for tax obligations of underlying properties (178,861) (143,553)
General and administrative expenses paid (65,486) (58,572)
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Net cash provided by operating activities 2,157,661 2,187,411
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (1,792,074) (1,620,718)
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Net increase in cash and cash equivalents 365,587 566,693
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 $2,329,230 $2,341,030
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RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
Net income $1,298,541 $1,228,340
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Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred general partner's fees 101,748 101,748
Equity income from the underlying properties (1,435,618) (1,346,125)
Interest received from mortgage loans 2,035,655 2,016,461
Changes in:
Deposits held for tax obligations of underlying properties 140,296 175,833
Accrued expenses 1,387 (4,344)
Due to affiliates 15,652 15,498
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Total adjustments 859,120 959,071
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Net cash provided by operating activities $2,157,661 $2,187,411
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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
JUNE 30, 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 June 30, 1996,
the results of its operations for the six and three months ended June 30, 1996
and 1995 and its cash flows for the six months ended June 30, 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 $36,400 and $40,800 for the six months ended
June 30, 1996 and 1995, respectively, and $18,200 and $21,200 for the three
months ended June 30, 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 June 30, 1996.
C. Subsequent Event
In August 1996, distributions of approximately $847,000 and $8,600 were paid
to the Unitholders and General Partner, respectively, for the quarter ended June
30, 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 June 30, 1996, the Partnership had approximately $
2,329,230 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 June 30, 1996 was funded from current
cash flow from operations.
Results of Operations
As of June 30, 1996 and 1995, occupancy rates for Westmont were 90.8% and
98.2%, respectively, and 98.6% and 97.0%, respectively, for Pointe Royal. Net
income of the Partnership for the six and three months ended June 30, 1996
increased by approximately $70,000 and $31,000 as compared to the same periods
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 six
months ended June 30, 1996 and 1995 of approximately $2,036,000 and $2,016,000,
respectively, and for the three months ended June 30, 1996 and 1995 of
approximately $960,000 and $844,000, respectively, is accounted for as
distributions and, accordingly, reduces the carrying value of the original
investment. Equity income from the underlying properties (which increases the
carrying value of the original investment) increased approximately $89,000 and
$44,000 for the six and three months ended June 30, 1996 as compared to the same
periods in 1995. These increases were primarily due to increased rental revenues
at both properties partially offset by increased operating expenses at Pointe
Royal.
At June 30, 1996, the accrued interest liabilities at the property level were
approximately $7,436,000. This accrued interest plus the original principal
balances aggregate approximately $53,500,000. The ultimate collectibility of the
accrued interest as well as full principal balances of the mortgage loans will
depend upon the value of the underlying properties which were recently appraised
by a third party, to be $51,500,000. These appraised property values exceed the
Partnership's carrying amount of the investment in mortgage loans.
General and administrative expenses increased approximately $13,000 and
$9,000 for the six and three months ended June 30, 1996 as compared to the prior
year, primarily due to appraisal fees incurred in the second quarter 1996.
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
Registrant's Current Report on Form 8-K dated May 14, 1996, as filed with
the Securities and Exchange Commission on May 16, 1996, relating to Item 4
regarding the change in the Registrant's certifying accountant from
Deloitte & Touche LLP to Price Waterhouse LLP.
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
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: August 14, 1996
----------------------------------------
Eugene D. Burak
Vice President
Chief Accounting Officer for the
Registrant
8
<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> Jun-30-1996
<PERIOD-TYPE> 6-Mos
<CASH> 2,329,230
<SECURITIES> 0
<RECEIVABLES> 26,527,573
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 590,809
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,447,612
<CURRENT-LIABILITIES> 521,751
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 28,925,861
<TOTAL-LIABILITY-AND-EQUITY> 29,447,612
<SALES> 0
<TOTAL-REVENUES> 1,482,814
<CGS> 0
<TOTAL-COSTS> 184,273
<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> 01,298,541
<EPS-PRIMARY> 21.62
<EPS-DILUTED> 0
</TABLE>
