<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 March 31, 1997
--------------
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
-------
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) 576-6456
---------------
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
- --
<PAGE>
NYLIFE Realty Income Partners I, L.P.
(In the Process of Liquidation)
March 31, 1997
INDEX
Page No.
--------
Part I - Item 1. Financial Information (Unaudited)
Statement of Net Assets in Liquidation as of
March 31, 1997 and December 31, 1996 3
Statement of Changes in Net Assets in Liquidation
as of March 31, 1997 4
Statements of Operations for the Three
Months Ended March 31, 1996 5
Statements of Partners' Capital (Deficit) for the
Three Months Ended March 31, 1996 and for the
Year Ended December 31, 1995 6
Statements of Cash Flows for the Three Months
Ended March 31, 1996 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II - Other Information 13
Item 6. Exhibits and Reports on Form 8-K
Signatures 14
<PAGE>
NYLIFE Realty Income Partners I, L.P.
Statements of Net Assets in Liquidation
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
----------------- -----------------
Assets (unaudited)
- ------
<S> <C> <C>
Cash and cash equivalents $ 4,930,711 $ 894,126
Capital contribution receivable - General Partner 53,000 -
Investments in real estate joint ventures 6,558,556 11,105,627
----------------- -----------------
Total assets $ 11,542,267 $ 11,999,753
----------------- -----------------
----------------- -----------------
Liabilities
- -----------
Accrued liabilities 138,245 215,681
----------------- -----------------
Net assets $ 11,404,022 $ 11,784,072
----------------- -----------------
----------------- -----------------
</TABLE>
The accompanying Notes to Financial Statements are
an integral part of this statement.
3
<PAGE>
NYLIFE Realty Income Partners I, L.P.
Statement of Changes in Net Assets in Liquidation
For the Period from January 1, 1997 through March 31, 1997
1997
------------------
(unaudited)
Net assets at January 1, 1997 $ 11,784,072
Equity in (loss) from joint venture operations (415,684)
Interest income 52,634
Capital contribution receivable - General Partner 53,000
General and administrative expenses (70,000)
------------------
Net (decrease) in net assets (380,050)
------------------
Net assets at March 31, 1997 $ 11,404,022
------------------
------------------
The accompanying Notes to Financial Statements are
an integral part of this statement.
4
<PAGE>
NYLIFE Realty Income Partners I, L.P.
Statement of Operations
Three Months Ended
March 31, 1996
--------------------
Income (unaudited)
- ------
Equity in income from joint venture operations $ 61,116
Interest 12,924
--------------------
Total income 74,040
--------------------
Expenses
- --------
General and administrative 25,600
General and administrative-related party 25,000
--------------------
Total expenses 50,600
--------------------
Net income $ 23,440
--------------------
--------------------
Net income allocated
- --------------------
General Partners $ 234
Limited Partners 23,206
--------------------
$ 23,440
--------------------
--------------------
Net income per Unit $ 0.01
--------------------
--------------------
Number of Units 2,833,925.5
--------------------
--------------------
The accompanying Notes to Financial Statements are
an integral part of these statements.
5
<PAGE>
NYLIFE Realty Income Partners I, L.P.
Statements of Partners' Capital (Deficit)
for the Three Months Ended March 31, 1996 (unaudited)
and for the Year Ended December 31, 1995
<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 statements.
6
<PAGE>
NYLIFE Realty Income Partners I, L.P.
Statement of Cash Flows
Three Months Ended
March 31, 1996
------------------
(unaudited)
Cash flows from operating activities:
Net income $ 23,440
------------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in income from joint venture operations (61,116)
Cash distributions from joint ventures 61,116
Changes in assets and liabilities:
Decrease in other assets 323
Increase in due to affiliates 25,000
Decrease in accrued liabilities (8,847)
------------------
Total adjustments 16,476
------------------
Net cash provided by operating activities 45,916
------------------
Cash flows from investing activities:
Cash distributions from joint ventures in excess of
earnings (return of capital) 93,876
------------------
Net increase in cash and cash equivalents 139,792
Cash and cash equivalents at beginning of period 688,977
------------------
Cash and cash equivalents at end of period $ 828,769
------------------
------------------
The accompanying Notes to Financial Statements are
an integral part of these statements.
7
<PAGE>
NYLIFE REALTY INCOME PARTNERS I, L.P.
(IN THE PROCESS OF LIQUIDATION)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
On July 1, 1996, the limited partners of the Partnership approved the
dissolution of the Partnership. As a result, the Partnership has changed its
basis of accounting for the period subsequent to June 30, 1996, from the
historical cost basis to the liquidation basis. Under the liquidation basis of
accounting, the Partnership's assets at March 31, 1997 are reported at estimated
net realizable value, and the Partnership's liabilities are presented at
estimated settlement amounts.
Investments in real estate Joint Ventures at March 31, 1997 are recorded at fair
value based on the December 15, 1995 appraisal of Cornell, and a letter of
intent between the Partnership and an unrelated third party for the sale of
NewMarket, less estimated costs to sell. For all other assets and liabilities
presented on the liquidation basis of accounting, the General Partner believes
that historical cost approximates fair market value.
It is not presently determinable whether the amounts realizable from the
disposition of the remaining assets will differ materially from the amounts
shown in the accompanying financial statements.
The accompanying statements of operations, partners' capital and cash flows for
the 1996 reporting period were prepared using the historical cost basis of
accounting for the first six months of 1996 since the liquidation basis of
accounting was adopted effective June 30, 1996.
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 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. The accompanying financial statements and related notes should be
read in conjunction with the Partnership's 1996 Annual Report on Form 10-K.
Capitalized terms used in these Notes to Financial Statements, unless otherwise
defined herein, shall have the meanings set forth in the Partnership Agreement.
8
<PAGE>
NOTE 2 - INVESTMENT IN REAL ESTATE JOINT VENTURES
A summary of the condensed combined financial information for the Joint Ventures
as of March 31, 1997 is presented below:
<TABLE>
<CAPTION>
March 31, 1997
-------------------------------------------------------------------------
Eden Combined
Cornell (1) Woods (2) NewMarket Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Joint venture property $ 6,546,691 $ - $ 6,002,905 $ 12,549,596
Other assets 254,147 565,750 365,317 1,185,214
Accrued liabilities (64,142) - (176,695) (240,837)
Co-Venturer's equity (2,643,607) (333,398) (3,958,412) (6,935,417)
------------- ------------- ------------- -------------
Partnership's equity in
Joint Ventures $ 4,093,089 $ 232,352 $ 2,233,115 $ 6,558,556
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Represented by:
Partnership's net equity
investment in Joint Ventures
at January 1 $ 4,360,795 $ 4,643,554 $ 2,721,481 $ 11,725,830
Capital contributions - - 135,746 135,746
Joint Venture (loss) income (267,706) 1,964 (149,942) (415,684)
Cash distributions - (4,267,133) - (4,267,133)
------------- ------------- ------------- -------------
4,093,089 378,385 2,707,285 7,178,759
Interest - (72,377) (300,910) (373,287)
Acquisition fees - (73,656) (173,260) (246,916)
------------- ------------- ------------- -------------
Partnership's investment in
Joint Ventures at March 31 $ 4,093,089 $ 232,352 $ 2,233,115 $ 6,558,556
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The following is a summary of the condensed combined operations of the Joint
Ventures for the three months ended March 31, 1997:
<TABLE>
<CAPTION>
March 31, 1997
-------------------------------------------------------------------------
Eden Combined
Cornell (1) Woods (2) NewMarket Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net operating income $371,588 $ - $215,691 $ 587,279
Interest income 1,737 4,173 2,131 8,041
Write-down of assets to be liquidated (819,501) - (560,000) (1,379,501)
------------- ------------- ------------- -------------
Net income (loss) ($446,176) $ 4,173 ($342,178) ($ 784,181)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net income (loss) allocated:
To Co-Venturer ($178,470) $ 2,209 ($192,236) ($ 368,497)
To Partnership (267,706) 1,964 (149,942) ( 415,684)
------------- ------------- ------------- -------------
($446,176) $ 4,173 ($342,178) ($ 784,181)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
(1) Cornell was sold on April 11, 1997.
(2) Eden Woods was sold on December 30, 1996.
</TABLE>
9
<PAGE>
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, 1997 and 1996, as defined
in the Partnership Agreement:
1997 1996
---- ----
Property management fees (1) $24,380 $34,665
Reimbursement of general and administrative
expenses paid by the General Partner - 25,000
-------- --------
$ 24,380 $ 59,665
-------- --------
-------- --------
The above amounts are allocable to the General Partners and their affiliates as
follows:
1997 1996
---- ----
NYLIFE Realty Inc. $ - $ 25,000
Greystone Realty Corporation 24,380 34,665
-------- --------
$ 24,380 $ 59,665
-------- --------
-------- --------
(1) Costs associated with property management fees are borne by the Joint
Ventures.
NOTE 4 - SUBSEQUENT EVENT
Pursuant to an Agreement of Sale and Purchase dated February 28, 1997, Joint
Venture A sold Cornell, along with the underlying land and related improvements,
to ERI Cornell, Inc., an unrelated third party, for $7,500,000 in cash. The
transaction closed on April 11, 1997. After selling costs and other closing
adjustments, Joint Venture A received approximately $6,500,000 in cash.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDATION
As of March 31, 1997, no liquidating distributions have been made to the
partners.
As part of the liquidation process, on April 11, 1997, the Partnership sold its
indirect interest in the Property known as the Cornell Plaza Office Building.
The Partnership's remaining asset is its joint venture interest in NewMarket
Shopping Center. The Partnership is currently actively seeking to sell such
remaining property and has entered into a letter of intent with an unrelated
third party for the sale of such property. The sale is anticipated to close
before May 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES - 1997
The Partnership's cash balance of $4,931,711 at March 31,1997 includes $138,245
to pay accrued liabilities, cash generated from operations of the Joint Ventures
and the Partnership's share of the net sale proceeds of Eden Woods.
During the process of winding up and liquidating the Joint Ventures and the
Partnership, the Partnership will no longer pay any distributions to the
partners. Pursuant to the terms of the Settlement Agreement, liquidating
distributions paid to the settling limited partners will first be applied to
repay the $12.5 million Liquidation Advance and any remaining liquidating
distributions will be made to partners. However, upon the sale of the
Partnership's remaining assets, payment of the Partnership's liabilities and
provision for contingent liabilities, the Partnership does not expect to have
cash sufficient to repay the entire Liquidation Advance. In such a
circumstance, partners would not receive any additional distributions from the
Partnership nor would any partner have an obligation to repay any unpaid
Liquidation Advance.
The Partnership expects sufficient cash flow to be generated from its Joint
Venture investments to meet its current and future operating requirements.
However, if the Partnership does not have sufficient funds to meet its future
operating requirements, the General Partners, in their sole discretion, may
borrow money on behalf of the Partnership from unaffiliated third parties
subject to the terms of the Partnership Agreement.
The most recent distribution to investors was made on May 15, 1996.
RESULTS OF OPERATIONS - 1997
As a result of the limited partners' approval of the dissolution of the
Partnership, the Partnership has changed its basis of accounting for the period
subsequent to June 30, 1996, from the historical cost basis to the liquidation
basis. Under the liquidation basis of accounting, the Partnership's assets at
March 31, 1997 are reported at their estimated net realizable values, and the
Partnership's liabilities are presented at estimated settlement amounts.
11
<PAGE>
Under the liquidation basis of accounting, the Partnership's results of
operations for the three months ended March 31, 1997 are presented as a
component of the statement of changes in net assets.
Occupancy at Cornell and NewMarket was 88% and 86%, respectively, as of March
31, 1997, as compared to 95% and 91%, respectively, as of March 31, 1996.
INVESTMENT IN JOINT VENTURES - 1997
CORNELL PLAZA OFFICE BUILDING
Net operating income at Cornell increased by approximately $344,000 for the
quarter ended March 31, 1997 as compared to the corresponding 1996 quarter.
Upon the adoption of the liquidation basis of accounting on June 30, 1996, the
joint venture discontinued depreciation of its capital assets. The year to year
increase in net operating income reflects the dicontinuance of depreciation
expense. As mentioned above, the occupancy rate decreased from 95% at March 31,
1996 to 88% at March 31, 1997.
As mentioned above in "LIQUIDATION," on April 11, 1997, the Partnership sold its
indirect interest in Cornell.
NEWMARKET SHOPPING CENTER
Net operating income at New Market increased by approximately $133,000 for the
quarter ended March 31, 1997 as compared to the corresponding 1996 quarter.
Upon the adoption of the liquidation basis of accounting on June 30, 1996, the
joint venture discontinued depreciation of its capital assets. The year to year
increase in net operating income reflects the dicontinuance of depreciation
expense. As mentioned above, the occupancy rate decreased from 91% at March 31,
1996 to 86% at March 31, 1997.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
A list of exhibits required by Item 601 of Regulation S-K and
filed as part of the report is set forth in the Index to Exhibits.
(b) REPORTS ON FORM 8-K
The Partnership filed a report on Form 8-K dated January 14,
1997, which is incorporated herein by reference. The contents of
the report are as follows:
Disposition by NYLIFE Realty Partners - I - General Partnership C
on December 30, 1996 of the Eden Woods Business Center.
13
<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 on May 13, 1997.
NYLIFE Realty Income Partners I, L.P.
By: NYLIFE Realty Inc.
General Partner
/s/ Kevin M. Micucci
-----------------------------------
By: Kevin M. Micucci
President, Principal Executive,
Financial and Accounting Officer)
14
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
2.1) Agreement for Purchase and Sale of Property (All Cash) by and
between NYLIFE Realty Partners I - General Partnership (C) by and through
Greystone Realty Corporation, Principal Mutual Life Insurance Company and
Chicago Title Insurance Company.*
2.2) Agreement of Sale Purchase by and between NYLIFE Realty Partners - I
General Partnership (A) and ERI Cornell, Inc.*
3.1) Amended and Restated Agreement of Limited Partnership ("Partnership
Agreement") of the Registrant, incorporated by reference to Exhibit A to
the Prospectus of Registrant dated March 2, 1987 included in Registrant's
Registration Statement on Form S-11 (Reg. No. 33-10725).*
10.1) Form of Partnership Agreement of NYLIFE Realty Partners I - General
Partnership A (also referred to as Joint Venture Agreement) between
Registrant and the Co-Venturer.*
10.2) Partnership Formation Agreement dated June 10, 1987 between
Registrant, the NYLIFE General Partner and the Co-Venturer.*
10.3) Agreement for Sale and Purchase of Real Property, Improvements to
Realty and Personal Property dated January 19, 1988 by and between Cornell
Plaza Partners and NYLIFE Realty Partners I - General Partnership A, as
amended, incorporated by reference to Exhibit 10E to Registrant's
Registration Statement on Form S-11 (Reg. No. 33-10725).*
10.4) Agreement for Sale and Purchase of Real Property, Improvements to
Realty and Personal Property dated April 18, 1988 by and between John
Hancock Mutual Life Insurance Co. and NYLIFE Realty Partners I - General
Partnership B, as amended, incorporated by reference to Exhibit 10F to
Registrant's Registration Statement on Form S-11 (Reg. No. 33-10725).*
10.5) Agreement for Sale and Purchase of Real Property, Improvements to
Realty and Personal Property dated June 22, 1988 by and between The Oak
Associates and NYLIFE Realty Partners I - General Partnership C, as
amended, incorporated by reference to Exhibit 10G to Registrant's
Registration Statement on Form S-11 (Reg. No. 33-10725).*
10.6) Agreement for Sale and Purchase of Real Property, Improvements to
Realty and Personal Property dated September 13, 1988 by and between
NewMarket Columbus Venture and NYLIFE Realty Partners I - General
Partnership D, as amended, incorporated by reference to Exhibit 10I to
Registrant's Registration Statement on Form S-11 (Reg. No. 33-10725).*
10.7) Letter Agreement dated March 25, 1992 by and between NYLIFE Realty
Partners I - General Partnership A and Greystone Realty Corporation.*
10.8) Letter Agreement dated March 25, 1992 by and between NYLIFE Realty
Partners I - General Partnership B and Greystone Realty Corporation.*
<PAGE>
10.9) Letter Agreement dated March 25, 1992 by and between NYLIFE Realty
Partners I - General Partnership C and Greystone Realty Corporation.*
10.10) Letter Agreement dated March 25, 1992 by and between NYLIFE Realty
Partners I - General Partnership D and Greystone Realty Corporation.*
10.11) Letter Agreement dated December 18, 1992 by and between NYLIFE
Realty Partners I - General Partnership A and Greystone Realty
Corporation.*
10.12) Letter Agreement dated December 18,1992 by and between NYLIFE Realty
Partners I - General Partnership B and Greystone Realty Corporation.*
10.13) Letter Agreement dated December 18, 1992 by and between NYLIFE
Realty Partners I - General Partnership C and Greystone Realty
Corporation.*
10.14) Letter Agreement dated December 18, 1992 by and between NYLIFE
Realty Partners I - General Partnership D and Greystone Realty
Corporation.*
10.15) Agreement for Purchase and Sale of Property (All Cash) by and
between NYLIFE Realty Partners I - General Partnership (B) by and through
Greystone Realty Corporation, Principal Mutual Life Insurance Company and
Chicago Title Insurance Company.*
10.16) Agreement for Purchase and Sale of Property (All Cash) dated
November 26, 1996 by and among NYLIFE Realty Partners I - General
Partnership (C) (by and through its authorized agent, Greystone Realty
Corporation), Principal Mutual Life Insurance Company and Chicago Title
Insurance Company (as Escrow Agent).*
10.17) Agreement of Sale and Purchase dated February 28, 1997 by and
between NYLIFE Realty Partners I - General Partnership (A) and
ERI Cornell, Inc.*
(27) Financial Data Schedule. **
* Previously filed.
** Filed herewith.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,930,711
<SECURITIES> 0
<RECEIVABLES> 53,000
<ALLOWANCES> 0
<INVENTORY> 6,558,556
<CURRENT-ASSETS> 11,542,267
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,542,267
<CURRENT-LIABILITIES> 138,245
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,404,022
<TOTAL-LIABILITY-AND-EQUITY> 11,542,267
<SALES> 0
<TOTAL-REVENUES> 105,634
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 485,684
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (380,050)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (380,050)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0<F1>
<FN>
<F1>THE PARTNERSHIP'S RESULTS OF OPERATIONS FROM JANUARY 1, 1996 TO JUNE 30,
1996 ARE PRESENTED USING THE HISTORICAL COST BASIS OF ACCOUNTING.
SUBSEQUENT TO JUNE 30, 1996, THE PARTNERSHIP'S RESULTS OF OPERATIONS ARE
PRESENTED ON THE LIQUIDATION BASIS OF ACCOUNTING.
</FN>
</TABLE>
