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 June 30, 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 June 30, December 31, 1995 1994 Assets (Unaudited) (Audited) Property and improvements, at cost: Land and improvements $ 9,507,533 $ 9,492,296 Buildings 27,310,597 27,310,597 Tenant improvements 5,236,078 5,168,282 Furniture and fixtures 820,904 820,904 42,875,112 42,792,079 Less accumulated depreciation 12,391,262 11,635,309 Net property and improvements 30,483,850 31,156,770 Cash and cash equivalents 3,197,663 3,404,809 Accounts receivable (net of allowance of $3,025 in 1995 and $725 in 1994) 307,095 375,506 Prepaid expenses and other assets 30,433 20,614 Deferred charges, net 549,731 611,084 Total $ 34,568,772 $ 35,568,783 Liabilities and Partners' Capital Liabilities: Accounts payable (including $38,201 in 1995 and $20,526 in 1994 due to affiliates) $ 349,646 $ 211,187 Tenant security deposits 107,396 108,426 Unearned income 12,838 14,252 Deferred acquisition fees due to affiliates 2,500,000 2,500,000 Total liabilities 2,969,880 2,833,865 Venture partner's equity in joint venture 2,605,556 3,043,024 Partners' capital: General Partner: Capital contributions 1,000 1,000 Cumulative net income 34,554 25,640 35,554 26,640 Limited partners (200,000 Units): Capital contributions, net of offering costs 45,463,209 45,463,209 Cumulative net income 3,420,917 2,538,389 Cumulative cash distributions (19,926,344) (18,336,344) 28,957,782 29,665,254 Total partners' capital 28,993,336 29,691,894 Total $ 34,568,772 $ 35,568,783 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 (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Income: Base rental income $1,173,687 $1,089,747 $2,324,451 $2,150,979 Other income 227,966 194,697 457,335 337,419 Interest income 39,635 27,491 81,975 50,022 1,441,288 1,311,935 2,863,761 2,538,420 Expenses: Property operating expenses 374,382 376,105 806,201 793,380 General and administrative 98,168 108,154 186,133 217,664 Fees and reimbursements to affiliates 38,847 44,154 79,150 78,318 Depreciation and amortization 411,721 408,103 816,703 810,978 923,118 936,516 1,888,187 1,900,340 Income inclusive of venture partner's share of venture operations 518,170 375,419 975,574 638,080 Venture partner's share of venture net income 41,994 29,839 84,132 34,786 Net income $ 476,176 $345,580 $ 891,442 $ 603,294 Net income: General Partner $ 4,761 $ 3,456 $ 8,914 $ 6,033 Limited partners 471,415 342,124 882,528 597,261 $ 476,176 $345,580 $ 891,442 $ 603,294 Net income per Unit $ 2.35 $ 1.71 $ 4.41 $ 2.99 Cash distribution per Unit $ 3.45 $ 3.12 $ 7.95 $ 6.12 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 Six Months Ended June 30, 1995 and 1994 (Unaudited) 1995 1994 Cash flows from operating activities: Net income $ 891,442 $ 603,294 Adjustments to reconcile net income to net cash provided by operating activities: Deferred rent credits 9,774 9,210 Depreciation and amortization 816,703 810,978 Venture partner's share of venture's operations 84,132 34,786 Accounts receivable 68,411 66,664 Accounts payable 140,489 181,646 Other, net (12,263) (7,243) Net cash provided by operating activities 1,998,688 1,699,335 Cash flows from investing activities: Distribution to joint venture partner (521,600) -- Purchases of property and improvements (83,033) (202,693) Payment of leasing commissions (9,171) (47,813) Net cash used in investing activities (613,804) (250,506) Cash flows from financing activities: Cash distribution to limited partners (1,592,030) (1,225,552) Net increase (decrease) in cash and cash equivalents (207,146) 223,277 Cash and cash equivalents, beginning of year 3,404,809 3,049,518 Cash and cash equivalents, end of period $ 3,197,663 $ 3,272,795 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: Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Total income of venture $ 467,367 $417,603 $ 961,299 $ 763,776 Net income of venture 161,021 114,412 322,593 133,382 Total assets and liabilities for the Westford Office Venture: June 30, December 31, 1995 1994 Total assets $ 10,994,887 $ 12,671,892 Total liabilities 749,723 749,320 The Venture paid a distribution to the venturers of $2,000,000 in 1995, of which the Partnership's share was $1,478,400. 3. Deferred Charges Deferred charges consist of the following: June 30, December 31, 1995 1994 Deferred leasing commissions $1,047,666 $1,038,495 Accumulated amortization (545,622) (484,872) 502,044 553,623 Deferred rent credits 47,687 57,461 $ 549,731 $ 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 Six Months Ended Unpaid at June 30, June 30, June 30, 1995 1994 1995 1994 1995 Property management fees(a)(b) $29,243 $25,565 $59,015 $51,442 $20,135 Reimbursement (at costs) for out-of-pocket expenses 9,604 18,589 20,135 26,876 18,066 $38,847 $44,154 $79,150 $78,318 $38,201 [FN] (a) Included in property management fees is $7,475 and $6,104 for the three months ended June 30, 1995 and 1994 respectively, and $14,825 and $11,395 for the six months ended June 30, 1995 and 1994, respectively, attributable to the venture partner's share of the Westford Office Venture. [FN] (b) Does not include property management fees earned by independent property management companies of $48,428 and $43,714 for the three months ended June 30, 1995 and 1994, respectively, and $98,910 and $89,471 for the six months ended June 30, 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 August 15, 1995, the Partnership paid a distribution of $750,000 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 June 30, 1995, the Partnership's cash and cash equivalents and the Partnership's share of cash and cash equivalents from the Westford Office Venture totalled $2,675,792 and $385,767, 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 of $690,000 or $3.45 per Unit for the first quarter of 1995 on May 15, 1995 and $750,000 or $3.75 per Unit for the second quarter of 1995 on August 15, 1995. The distributions approximated each 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 second quarter of $191,000 after $9,000 of capital improvements. For the remainder of year, the Partnership has approximately $35,000 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 has been listed for sale in an attempt to capitalize on the increase in the property's value obtained over the last two years and the perceived strength in the Orlando markets. At Westford Corporate Center, adjusted cash from operations for the second quarter was $317,000 ($234,000 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 $140,000. Adjusted cash from operations at Woodlands Tech for the second quarter was $101,000. Second quarter capital expenditures and leasing commissions totalled $60,000, with approximately $69,000 planned for the remainder of the year. At June 30, 1995, the property was 96% occupied. One of two leases scheduled to expire in 1995 was renewed during the first quarter. In April, the remaining 1995 leasing exposure was cured by the expansion of an existing tenant to replace the vacating tenant. In May 1995, two leases representing the remaining vacant space were executed. On June 1, 1995, a tenant representing 3,854 square feet vacated early, paying a $22,000 termination fee. In 1996, leases representing 45% of total space are scheduled to expire. For the second quarter of 1995, Overlook had maintained average occupancy of 95%. Adjusted cash from operations for the second quarter totalled approximately $252,000 including $10,000 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 $84,000 and $174,000 for the three and six months ended June 30, 1995, respectively, as compared with the same periods of 1994. Slightly higher average occupancy at Piedmont Plaza led to an increase in rental income of approximately $17,000 and $27,000 for the three and six months, respectively. At Westford Corporate Center, rent from a tenant's expansions in April and September of 1994 contributed approximately $42,000 and $113,000 to the increase. Rental income at Overlook Apartments increased approximately $17,000 and $40,000 as a result of modest rental rate increases. Tenant turnover and lower rates have resulted in an approximate $14,000 and $28,000 decrease in rental income at Woodlands Tech. The decrease at Woodlands was offset by a lease termination fee of approximately $22,000 received in the second quarter of 1995. Other income increased approximately $33,000 and $120,000 for the three and six months ended June 30, 1995, respectively, as compared to the same periods of 1994. Piedmont reported a $25,000 and $47,000 increase, principally related to expense recoveries from the anchor tenant. A tenant's expansion allowed Westford to increase "expense charge-back" billings. The additional billings resulted in an approximate $15,000 and $80,000 increase for the three and six months, respectively. Interest income increased for the three and six months ended June 30, 1995, as compared to the same periods of 1994, due to an increase in interest rates on short term investments. Overall, property operating expenses decreased for the three and increased for the six months ended June 30, 1995, as compared to the same periods of 1994. Repairs and maintenance expense increased for the three and six months at Piedmont Plaza as a result of an exterior painting project, and at Overlook Apartments due to increased second quarter 1995 carpet replacement and a first quarter 1995 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 and six months as a result of the increase in occupancy; however, substantially less was spent in the first quarter on snowplowing and in the second quarter on HVAC repairs. In addition, property taxes at Westford decreased as a result of a drop in the assessed value and at the Woodlands due to 1993 and 1994 tax refunds received in the second quarter of 1995 totalling approximately $13,000. The decrease in general and administrative expenses for the three and six months ended June 30, 1995, as compared with the previous year, was primarily 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 joint venture operations improved for the three and six months ended June 30, 1995, as compared with the same periods of 1994, due to a tenant's expansions in the second and third quarters of 1994. The slight increase in depreciation and amortization for the three and six months ended June 30, 1995, as compared with the same periods of 1994, was the result of tenant improvements and leasing commissions from a tenant's expansions at Westford. The increase was partially offset by decreased depreciation as the useful lives of certain assets expired at Piedmont Plaza. 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 At 6/30 1. Woodlands Tech Center St. Louis, Missouri 95% 100% 94% 94% 94% 96% 2. Westford Corporate Center Westford, Massachusetts(a) 75% 85% 100% 100% 100% 100% 3. Piedmont Plaza Shopping Center Apopka, Florida 92% 94% 93% 95% 95% 95% 4. Overlook Apartments Scottsdale, Arizona 99% 97% 99% 98% 98% 93% [FN] (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 June 30, 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: August 11, 1995 By: /s/ John D. Carey John D. Carey, President and Controller (Principal Executive Officer) (Principal Accounting Officer)