UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 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 0-15748 CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 06-1149695 (State of Organization) (I.R.S. Employer Identification No.) 900 Cottage Grove Road, South Building Bloomfield, Connecticut 06002 (Address of principal executive offices) Telephone Number: (203) 726-6000 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 Part I - Financial Information CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) and Consolidated Venture Consolidated Balance Sheets March 31, December 31, 1995 1994 Assets (Unaudited) (Audited) Property and improvements, at cost: Land and improvements $9,497,405 $9,492,296 Buildings 27,310,597 27,310,597 Tenant improvements 5,176,613 5,168,282 Furniture and fixtures 820,904 820,904 42,805,519 42,792,079 Less accumulated depreciation 12,010,587 11,635,309 Net property and improvements 30,794,932 31,156,770 Cash and cash equivalents 3,552,066 3,404,809 Accounts receivable 261,255 375,506 Prepaid expenses and other assets 55,777 20,614 Deferred charges, net 576,493 611,084 Total $35,240,523 $35,568,783 Liabilities and Partners' Capital Liabilities: Accounts payable (including $30,021 in 1995 and $20,526 in 1994 due to affiliates) $325,743 $211,187 Tenant security deposits 105,372 108,426 Unearned income 17,086 14,252 Deferred acquisition fees due to affiliates 2,500,000 2,500,000 Total liabilities 2,948,201 2,833,865 Venture partner's equity in joint venture 3,085,162 3,043,024 Partners' capital: General Partner: Capital contributions 1,000 1,000 Cumulative net income 29,793 25,640 30,793 26,640 Limited partners (200,000 Units): Capital contributions, net of offering costs 45,463,209 45,463,209 Cumulative net income 2,949,502 2,538,389 Cumulative cash distributions (19,236,344) (18,336,344) 29,176,367 29,665,254 Total partners' capital 29,207,160 29,691,894 Total $35,240,523 $35,568,783 <FN> The Notes to Consolidated Financial Statements are an integral part of these statements. CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) and Consolidated Venture Consolidated Statements of Operations For the Three Months Ended March 31, 1995 and 1994 (Unaudited) 1995 1994 Income: Base rental income $1,150,764 $1,061,232 Other income 229,369 142,722 Interest income 42,340 22,531 1,422,473 1,226,485 Expenses: Property operating expenses 431,819 417,275 General and administrative 87,965 109,510 Fees and reimbursements to affiliates 40,303 34,164 Depreciation and amortization 404,982 402,875 965,069 963,824 Income inclusive of venture partner's share of venture operations 457,404 262,661 Venture partner's share of venture net income 42,138 4,947 Net income $415,266 $257,714 Net income: General Partner $4,153 $2,577 Limited partners 411,113 255,137 $415,266 $257,714 Net income per Unit $2.06 $1.28 Cash distribution per Unit $4.50 $3.00 <FN> The Notes to Consolidated Financial Statements are an integral part of these statements. CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) and Consolidated Venture Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1995 and 1994 (Unaudited) 1995 1994 Cash flows from operating activities: Net income $415,266 $257,714 Adjustments to reconcile net income to net cash provided by operating activities: Deferred rent credits 4,887 4,605 Depreciation and amortization 404,982 402,875 Venture partner's share of venture's operations 42,138 4,947 Accounts receivable 114,251 123,048 Accounts payable 114,556 121,127 Other, net (35,383) (32,030) Net cash provided by operating activities 1,060,697 882,286 Cash flows from investing activities: Purchases of property and improvements (13,440) (62,034) Payment of leasing commissions -- (10,875) Net cash used in investing activities (13,440) (72,909) Cash flows from financing activities: Cash distribution to limited partners (900,000) (600,000) Net increase in cash and cash equivalents 147,257 209,377 Cash and cash equivalents, beginning of year 3,404,809 3,049,518 Cash and cash equivalents, end of period $3,552,066 $3,258,895 <FN> The Notes to Consolidated Financial Statements are an integral part of these statements. CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) and Consolidated Venture Notes to Consolidated Financial Statements (Unaudited) Readers of this quarterly report should refer to CIGNA INCOME REALTY-I LIMITED PARTNERSHIP'S ("the Partnership") audited financial statements for the year ended December 31, 1994 which are included in the Partnership's 1994 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this report. 1. Basis of Accounting a) Basis of Presentation: The accompanying financial statements were prepared in accordance with generally accepted accounting principles. It is the opinion of management that the financial statements presented reflect all the adjustments necessary for a fair presentation of the financial condition and results of operations. Certain amounts in the 1994 financial statements have been reclassified to conform with the 1995 presentation. b) Cash and Cash Equivalents: Short-term investments with a maturity of three months or less at the time of purchase are reported as cash equivalents. 2. Consolidated Joint Venture - Summary Information The Partnership owns a 73.92% interest in the Westford Office Venture which owns the Westford Corporate Center in Westford, Massachusetts. The remaining equity interest in the venture is held by Connecticut General Equity Properties-I Limited Partnership, an affiliated limited partnership. Operations information for the Westford Office Venture for the three months ended March 31, 1995 and 1994: 1995 1994 Total income of venture $493,932 $346,173 Net income of venture 161,572 18,970 Total assets and liabilities for the Westford Office Venture: March 31, December 31, 1995 1994 Total assets $12,874,632 $12,671,892 Total liabilities 790,488 749,320 CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) and Consolidated Venture Notes to Consolidated Financial Statements - Continued (Unaudited) 3. Deferred Charges Deferred charges consist of the following: March 31, December 31, 1995 1994 Deferred leasing commissions $1,038,495 $1,038,495 Accumulated amortization (514,576) (484,872) 523,919 553,623 Deferred rent credits 52,574 57,461 $576,493 $611,084 4. Transactions with Affiliates An affiliate of the General Partner provided investment property acquisition services to the Partnership for fees of $2,500,000 which will be payable from adjusted cash from operations after priority distributions to the Partners or, if necessary, from sales proceeds. Other fees and expenses incurred by the Partnership related to the General Partner or its affiliates are as follows: Three Months Ended Unpaid at March 31, March 31, 1995 1994 1995 Property management fees(a)(b) $29,772 $25,877 $20,412 Reimbursement (at costs) for out-of-pocket expenses 10,531 8,287 9,609 $40,303 $34,164 $30,021 (a) Included in property management fees is $7,350 and $5,291 for the three months ended March 31, 1995 and 1994, respectively, attributable to the venture partner's share of the Westford Office Venture. (b) Does not include property management fees earned by independent property management companies of $50,482 and $45,757 for the three months ended March 31, 1995 and 1994, respectively. Certain property management services have been contracted by an affiliate of the General Partner on behalf of the Partnership and are paid directly by the Partnership to the third party companies. 5. Subsequent Events On April 5, 1995, the Westford Office Venture paid a distribution of $2,000,000 to the venture partners, of which the Partnership's share was $1,478,400. On May 15, 1995, the Partnership paid a distribution of $690,000 to the limited partners. CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At March 31, 1995, the Partnership's cash and cash equivalents and the Partnership's share of cash and cash equivalents from the Westford Office Venture totalled $1,302,579 and $1,662,821, respectively. Cash and cash equivalents will be used to fund liabilities, partnership reserves and distributions. Capital improvements and leasing commissions are expected to be funded by cash from operations as required. The Partnership paid distributions for the first quarter of 1995 of $690,000 or $3.45 per Unit on May 15, 1995, approximating the quarter's adjusted cash from operations including adjustments to reserves. The Partnership's operations for the remainder of the year should support continued distributions and changes in reserves for liabilities or leasing risk. Piedmont Plaza Shopping Center produced adjusted cash from operations for the first quarter of $190,000 after $6,000 of capital improvements. For the year, the Partnership has approximately $50,000 planned for capital expenditures. No significant leasing activity is planned for the year as the property is 95% occupied with no lease expirations during 1995. Now that occupancy and net operating income have stabilized, the property will be put on the market by mid-1995 in an attempt to capitalize on the increase in the property's value obtained over the last two years. At Westford Corporate Center, adjusted cash from operations for the first quarter was $297,000 ($220,000 attributable to the Partnership's interest) with no tenant improvements or leasing commissions for the quarter. The property remains 100% occupied. Capital expenditures for the year have been planned at approximately $160,000. Adjusted cash from operations at Woodlands Tech for the first quarter was $129,000. First quarter capital expenditures totaled $2,300, with approximately $155,000 planned for the year. At March 31, 1995, the property was 94% occupied. One of two leases scheduled to expire in 1995 was renewed during the first quarter. In May 1995, two leases representing the remaining vacant space were executed. In 1996, leases representing 41% of total space are scheduled to expire. For the first quarter of 1995, Overlook had maintained average occupancy of 98%. Adjusted cash from operations for the first quarter totalled approximately $249,000 including $5,100 of capital improvements. The market in which Overlook operates continues to expand, allowing the property to raise rates slightly on renewals. No significant changes are expected in the remainder of the year. Results of Operations Base rental income increased approximately $90,000 for the three months ended March 31, 1995, as compared with the same period of 1994. Slightly higher average occupancy at Piedmont Plaza led to an increase in rental income of approximately $10,000. At Westford Corporate Center, rent from a tenant expansion executed during 1994 contributed approximately CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) $71,000 to the increase. Rental income at Overlook Apartments increased approximately $23,000 as a result of modest rental rate increases. Tenant turnover and lower rates have resulted in an approximate $14,000 decrease in rental income at Woodlands Plaza. Other income increased approximately $87,000 for the three months ended March 31, 1995, as compared to the same period of 1994. Piedmont reported a $22,000 increase, principally related to expense recoveries from the anchor tenant. A 1994 tenant expansion allowed Westford to increase "expense charge-back" billings. The additional billings resulted in a $65,000 increase. Interest income increased for the three months ended March 31, 1995, as compared to the same period of 1994, due to an increase in interest rates on short term investments. Property operating expenses increased for the three months ended March 31, 1995, as compared to the same period of 1994, due primarily to increased repairs and maintenance expense at Piedmont Plaza, as a result of an exterior painting project, and at Overlook Apartments due to a termite treatment. An overall decrease in property operating expenses at Westford partially offset the increases. Westford had an increase in cleaning and management fee expenses for the three months as a result of the increase in occupancy; however, substantially less was spent on snowplowing. In addition, property taxes at Westford decreased as a result of a drop in the assessed value. The decrease in general and administrative expenses for the three months ended March 31, 1995, as compared with the previous year, was the result of a second quarter 1994 agreement with the anchor tenant at Piedmont Plaza relating to the reimbursement of sales tax paid on rental receipts. The receipts from the tenant are now netted against the payments made by the property. The increase in fees and reimbursements to affiliates for the three months ended March 31, 1995, as compared with the same period of 1994, was due to increased management fee expenses as a result of increased property revenues collected. The joint venture operations improved for the three months ended March 31, 1995, as compared with the same period of 1994, due to a tenant's expansions in the second and third quarters of 1994. CIGNA INCOME REALTY-I LIMITED PARTNERSHIP (a Delaware limited partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Occupancy The following is a listing of approximate physical occupancy levels by quarter for the Partnership's investment properties: 1994 1995 At 3/31 At 6/30 At 9/30 At 12/31 At 3/31 1. Woodlands Tech Center St. Louis, Missouri 95% 100% 94% 94% 94% 2. Westford Corporate Center Westford, Massachusetts(a) 75% 85% 100% 100% 100% 3. Piedmont Plaza Shopping Center Apopka, Florida 92% 94% 93% 95% 95% 4. Overlook Apartments Scottsdale, Arizona 99% 97% 99% 98% 98% (a) See the Notes to Consolidated Financial Statements for information on the joint venture partnership through which the Partnership has made this real property investment. The Partnership owns a 73.92% interest in the joint venture which owns the property. Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 Financial Data Schedules. (b) No Form 8-Ks were filed during the three months ended March 31, 1995. 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. CIGNA INCOME REALTY-I LIMITED PARTNERSHIP By: CIGNA Realty Resources, Inc. - Tenth, General Partner Date: May 11, 1995 By: /s/ John D. Carey John D. Carey, President and Controller (Principal Executive Officer) (Principal Accounting Officer)