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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
(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
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________
Commission file number 0-16859
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NYLIFE REALTY INCOME PARTNERS I, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3410538
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
51 MADISON AVENUE, NEW YORK, NEW YORK 10010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 576-7300
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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
--- ---
Yes X No
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NYLIFE REALTY INCOME PARTNERS I, L.P.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
AS OF MARCH 31, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
1996
ASSETS (UNAUDITED) 1995
- ------ ----------- -----------
<S> <C> <C>
Cash and cash equivalents $ 828,769 $ 688,977
Restricted cash 283,392 283,392
Investments in real estate joint ventures 13,491,084 13,590,960
Other assets - net 2,149 2,472
----------- -----------
Total assets $14,605,394 $14,565,801
----------- -----------
----------- -----------
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Due to affiliates $ 25,000 $ -
Accrued liabilities 85,211 94,058
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Total liabilities 110,211 94,058
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Partners' capital
General Partners:
Capital contributions 2,000 2,000
Accumulated deficit (8,869) (9,103)
Cumulative distributions (66,470) (66,470)
----------- -----------
(73,339) (73,573)
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Limited Partners:
Capital contributions
net of public offering expenses 25,032,724 25,032,724
Accumulated deficit (878,165) (901,371)
Cumulative distributions (9,586,037) (9,586,037)
----------- -----------
14,568,522 14,545,316
----------- -----------
Total partners' capital 14,495,183 14,471,743
----------- -----------
Total liabilities and partners' capital $14,605,394 $14,565,801
----------- -----------
----------- -----------
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of these statements.
2
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NYLIFE REALTY INCOME PARTNERS I, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
INCOME 1996 1995
- ------ ---------- ----------
Equity in income from Joint Venture operations $ 61,116 $ 63,314
Interest 12,924 33,355
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Total income 74,040 96,669
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EXPENSES
- --------
General and administrative 25,600 17,565
General and administrative - related party 25,000 25,000
---------- ----------
Total expenses 50,600 42,565
---------- ----------
Net income $ 23,440 $ 54,104
---------- ----------
---------- ----------
NET INCOME ALLOCATED
- --------------------
General Partners $ 234 $ 541
Limited Partners 23,206 53,563
---------- ----------
$ 23,440 $ 54,104
---------- ----------
---------- ----------
Net income per Unit $ .01 $ .02
---------- ----------
---------- ----------
The accompanying Notes to Financial Statements are
an integral part of these statements.
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NYLIFE REALTY INCOME PARTNERS I, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
AND FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
TOTAL
LIMITED GENERAL PARTNERS'
PARTNERS PARTNERS CAPITAL
------------- ---------- -------------
<S> <C> <C> <C>
Capital (deficit) at January 1, 1995 $ 18,970,789 $ (61,376) $ 18,909,413
Net income 155,625 1,572 157,197
Distributions to partners (4,581,098) (13,769) (4,594,867)
------------- ---------- -------------
Capital (deficit) at December 31, 1995 14,545,316 (73,573) 14,471,743
Net income 23,206 234 23,440
------------- ---------- -------------
Capital (deficit) at March 31, 1996 $ 14,568,522 $ (73,339) $ 14,495,183
------------- ---------- -------------
------------- ---------- -------------
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of these statments.
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NYLIFE REALTY INCOME PARTNERS I, L.P.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 23,440 $ 54,104
---------- ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income from joint venture operations (61,116) (63,314)
Cash distributions from joint ventures 61,116 63,314
Changes in assets and liabilities:
Decrease in other assets 323 24,929
Increase (decrease) in due to affiliates 25,000 (75,000)
Decrease in accrued liabilities (8,847) (27,254)
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Total adjustments 16,476 (77,325)
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Net cash provided by operating activities 45,916 (23,221)
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Cash flows from investing activities:
Cash distributions from joint ventures in excess of earnings
(return of capital) 93,876 3,358,700
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Cash flows from financing activities:
Distributions to partners - (4,129,702)
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Net increase (decrease) in cash and cash equivalents 139,792 (794,223)
Cash and cash equivalents at beginning of period 688,977 1,362,676
---------- ------------
Cash and cash equivalents at end of period $ 828,769 $ 568,453
---------- ------------
---------- ------------
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of these statements.
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NYLIFE REALTY INCOME PARTNERS I, L.P.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE 1 - ORGANIZATION
The accompanying financial statements and related notes should be read in
conjunction with the Partnership's 1995 Annual Report on Form 10-K. The
accompanying financial statements include the accounts of the Partnership
including its investments in NYLIFE Realty Partners I - General Partnership A
(Cornell), General Partnership C (Eden Woods), and General Partnership D
(NewMarket) (collectively, the "Joint Ventures") to which the equity method
of accounting has been applied. The Partnership will continue until
December 31, 2036, unless terminated sooner in accordance with the terms of
the Partnership Agreement. A preliminary solicitation statement for dissolution
of the partnership was issued on March 29, 1996 (Note 4).
The summarized financial information contained herein is unaudited, however,
in the opinion of management, all adjustments (which include normal recurring
adjustments) necessary for a fair presentation of financial information have
been included.
Capitalized terms used in these Notes to Financial Statements, unless otherwise
defined herein, shall have the meanings set forth in the Partnership Agreement.
NOTE 2 - INVESTMENT IN REAL ESTATE JOINT VENTURES
A summary of the financial information for the Joint Ventures as of March 31,
1996 is presented below:
<TABLE>
<CAPTION>
EDEN
BALANCE SHEETS CORNELL WOODS NEWMARKET TOTAL
- -------------- ------- ----- --------- -----
<S> <C> <C> <C> <C>
Land $1,128,832 $1,765,928 $1,773,046 $ 4,667,806
Building and improvements 9,840,813 10,457,194 9,667,612 29,665,619
Accumulated depreciation (3,331,943) (2,898,452) (3,013,217) (9,243,612)
Other assets 429,671 1,023,404 665,892 2,118,967
Accrued liabilities (142,519) (350,494) (181,021) (674,034)
Co-Venturer's equity (3,118,869) (5,326,608) (5,486,989) (13,932,466)
---------- ---------- ---------- -----------
Partnership's equity in Joint Ventures $4,805,986 $4,670,971 $ 3,425,321 $12,902,278
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
Represented by:
Partnership's equity
investment in Joint Ventures
at January 1, 1996 $4,905,324 $4,804,232 $3,906,801 $13,616,357
Joint Venture income 17,395 12,772 36,948 67,116
Cash distributions (116,734) - (44,258) (160,992)
---------- ---------- ---------- -----------
Net equity investment 4,805,986 4,817,004 3,899,491 13,522,481
Interest - (72,377) (300,910) (373,287)
Acquisition fees - (73,656) (173,260) (246,916)
Amortization of interest and
acquisition fees - 7,483 23,914 31,397
---------- ---------- ---------- -----------
Partnership's equity in Joint
Ventures at March 31, 1996 $4,805,986 $4,678,454 $3,449,235 $12,933,675
---------- ---------- ---------- -----------
---------- ---------- ---------- -----------
</TABLE>
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The following is a summary of the operations of Cornell Plaza, Eden Woods and
NewMarket for the three months ended March 31, 1996:
<TABLE>
<CAPTION>
EDEN
OPERATIONS CORNELL WOODS NEWMARKET TOTAL
- ---------- ------- ------- --------- --------
<S> <C> <C> <C> <C>
Net operating income $27,484 $23,230 $82,649 $133,363
Interest income 1,508 3,910 1,669 7,088
------- ------- ------- --------
Net income $28,992 $27,141 $84,318 $140,451
------- ------- ------- --------
------- ------- ------- --------
Net income allocated
To Co-Venturer $11,597 $14,368 $47,370 $ 73,335
To Partnership 17,395 12,772 36,948 67,116
------- ------- ------- --------
$28,992 $27,141 $84,318 $140,451
------- ------- ------- --------
------- ------- ------- --------
</TABLE>
NOTE 3 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES
The following is a summary of the amounts earned by the General Partners and
their Affiliates for the three months ended March 31, 1996 and 1995 as
defined in the Partnership Agreement:
<TABLE>
<CAPTION>
EARNED FOR THE EARNED FOR THE
UNPAID AT THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31,1996 MARCH 31, 1996 MARCH 31, 1995
------------- ------------------ ------------------
<S> <C> <C> <C>
Property management fees (1) $14,830 $34,665 $34,665
Reimbursement of general and
administrative expenses paid
by the General Partners 25,000 25,000 25,000
------- ------- -------
$39,830 $59,665 $59,665
------- ------- -------
------- ------- -------
</TABLE>
(1) Costs associated with property management fees are borne by the
Joint Ventures.
The above amounts are allocable to the General Partners and their Affiliates
as follows:
<TABLE>
<CAPTION>
EARNED FOR THE EARNED FOR THE
UNPAID AT THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31,1996 MARCH 31, 1996 MARCH 31, 1995
------------- ------------------ ------------------
<S> <C> <C> <C>
NYLIFE Realty Inc. and Affiliates $25,000 $25,000 $25,000
Greystone Realty Corporation (2) 14,830 34,665 34,665
------- ------- -------
$39,830 $59,665 $59,665
------- ------- -------
------- ------- -------
</TABLE>
(2) Under no circumstances will the amount charged to the Partnership in
respect of Greystone Realty Corporation ("Greystone"), an affiliate of
New York Life Insurance Company, exceed the limitations on payments to
affiliates set forth in the Partnership Agreement.
NOTE 4 - LEGAL PROCEEDINGS
Two class action lawsuits were filed against the Co-Venturer and certain
other affiliates of the General Partners in the District Court of Harris
County, Texas on January 11, 1996, styled Grimshawe v. New York Life
Insurance Co., et al. (No. 96-001188) and Shea v. New York Life Insurance
Co., et al. (No. 96-001189) alleging misconduct in connection without the
original sale of investment units in various partnerships, including
violation of various federal and state laws and regulations and claims of
continuing fraudulent conduct. The plaintiffs have asked for
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compensatory damages for their lost original investment, plus interest, costs
(including attorneys fees), punitive damages, disgorgement of any earnings,
compensation and benefits received by the defendants as a result of the
alleged actions and other unspecified relief to which plaintiffs may be
entitled. These suits were amended and refiled in a consolidated action in
the United States District Court for the Southern District of Florida (the
"Court") on March 18, 1996. In the federal action, the plaintiffs added NYLIFE
Realty as a defendant and included allegations concerning the Partnership.
The plaintiffs purport to represent a class of all persons (the "Class") who
purchased or otherwise assumed rights and title to interests in certain
limited partnerships, including the Partnership, and other programs created,
sponsored, marketed, sold, operated or managed by the defendants (the
"Proprietary Partnerships"). The Partnership is not a defendant in the
litigation.
The defendants expressly deny any wrongdoing alleged in the complaint and
concede no liability or wrongdoing in connection with the sale of the Units
or the structure of the Proprietary Partnerships. Nevertheless, to reduce
the burden of protracted litigation, the defendants have entered into a
Stipulation of Settlement ("Settlement Agreement") with the plaintiffs
because in their opinion such Settlement would (i) provide substantial
benefits to the Class in a manner consistent with New York Life's position
that it had previously determined to wind up most of the Proprietary
Partnerships, including the Partnership, through orderly liquidation as the
continuation of the business no longer serves the intended objectives of
either the owners of interests in such Proprietary Partnerships or the
defendants and to offer the investors an enhancement to the liquidating
distribution they would otherwise receive and (ii) provide an opportunity to
wind up such partnerships on a schedule favorable to the Class and resolve
the issues raised by the lawsuit.
In coordination with the proposed settlement (the "Settlement"), the General
Partners will solicit consents of the Limited Partners for the dissolution of
the Partnership.
Under the terms of the Settlement Agreement, any settling Limited Partners
will receive at least a complete return of their original investment, less
distributions received prior to the final settlement date, in exchange for a
release of any and all claims a Limited Partner may have against the
defendants in connection with the Proprietary Partnerships, including the
Partnership, and all activities related to the dissolution and liquidation of
such partnerships. Payments under the Settlement Agreement will be made by
NYLIFE Realty, as paying agent for NYLIFE Inc., directly to each Settling
Limited Partner, who will grant NYLIFE Realty a security interest in such
Settling Limited Partner's Units and liquidating distributions received from
the Partnership to secure repayment of a portion of such settlement payments.
Preliminary approval of the Settlement Agreement was given by the Court on
March 19, 1996. The Settlement Agreement is further conditioned upon final
approval by the Court as well as certain other conditions and is subject to
certain rights of termination detailed in the consent solicitation material
being mailed to the Limited Partners.
If the necessary consents of Limited Partners for dissolution are obtained,
the Partnership will be dissolved even if all necessary approvals for the
Settlement Agreement are not obtained or the Settlement Agreement is
otherwise terminated. In general, upon the dissolution of the Partnership,
negative tax consequences may accrue to the partners. Recent appraisal
indicate that the fair market value of the Properties is less than their
carrying amounts. If the Properties are sold, proceeds from such sales may
be less than these carrying amounts or the recent appraisal amounts.
8
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The financial statements do not include any adjustments that might result
should the Limited Partners vote to liquidate the Partnership.
9
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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 on May 28, 1995.
NYLIFE Realty Income Partners I, L.P.
By: NYLIFE Realty Inc.
General Partner
By: /s/ Kevin M. Micucci
-----------------------------------
Kevin M. Micucci
President and Controller
(Principal Executive, Financial and
Accounting Officer)
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