1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended March 31, 1997 Commission file number 0-16508 USA REAL ESTATE INVESTMENT TRUST (Exact Name of Registrant as specified in its Charter) California 68-0109347 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Scripps Drive, Suite 201, Sacramento, California 95825 (Address of registrant's principal executive offices) (Zip Code) (916) 564-4532 (Registrant's telephone number, including area code) COMMONWEALTH EQUITY TRUST USA (Former name) 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. / X/ Yes / / No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the latest practical date. Certificates of Beneficial Interest Outstanding at March 31, 1997 par value one dollar per share 4,031,150 2 USA REAL ESTATE INVESTMENT TRUST Index Part I. Financial Information Balance Sheets - March 31, 1997 and December 31, 1996 ................................. 3 Statements of Income - For the Three Months Ended March 31, 1997 and 1996 ..................... 4 Statements of Cash Flows - For the Three Months Ended March 31, 1997 and 1996 .............. 5 Notes to Financial Statements ....................... 6 Management's Discussion and Analysis of the Financial Condition and Results of Operations ..... 7 Part II. Other Information ................................... 8 3 PART I. FINANCIAL INFORMATION USA REAL ESTATE INVESTMENT TRUST Balance Sheets March 31, December 31, 1997 1996 (Unaudited) (Audited) ----------- ----------- Assets Investments: Rental properties, less accumulated depreciation of $2,421,650 at March 31, 1997 and $2,271,650 at December 31, 1996 and valuation allowances of $5,060,000 at March 31, 1997 and December 31, 1996 $ 17,910,898 $ 17,939,415 Notes receivable 726,000 726,000 ---------- ----------- 18,636,898 18,665,415 Cash and cash equivalents 3,654,259 3,909,665 Other assets 316,265 268,013 ----------- ----------- Total assets $ 22,607,422 $ 22,843,093 =========== =========== Liabilities and Shareholders' Equity Liabilities: Long-term notes payable $ 2,033,885 $ 2,047,333 Accounts payable 33,689 40,638 Lease deposits 59,845 59,845 ----------- ----------- Total liabilities 2,127,419 2,147,816 ----------- ----------- Shareholders' Equity: Shares of beneficial interest, par value $1 a share; authorized 7,500,000 shares; 4,031,150 shares outstanding at March 31, 1997 and 4,042,904 shares outstanding at December 31, 1996 $ 4,031,150 $ 4,042,904 Additional paid-in capital 30,172,754 30,202,139 Distributions in excess of cumulative net income (13,723,901) (13,549,766) ----------- ----------- Total shareholders' equity 20,480,003 20,695,277 ----------- ----------- Total liabilities and shareholders' equity $ 22,607,422 $ 22,843,093 =========== =========== See notes to financial statements. 4 USA REAL ESTATE INVESTMENT TRUST Statements of Income (Unaudited) Three Months Ended March 31, 1997 1996 ---------- ---------- Revenues: Rent $ 593,534 $ 646,859 Interest 61,788 34,444 ---------- ---------- 655,322 681,303 ---------- ---------- Expenses: Operating expenses 77,470 71,178 Property taxes 52,803 65,712 Property management fees 12,000 12,000 Interest 40,295 41,003 Depreciation and amortization 150,000 156,000 General and administative 92,897 130,973 ---------- ---------- 425,465 476,866 ---------- ---------- Net income $ 229,857 $ 204,437 ========== ========== Net income per share of beneficial interest $ 0.06 $ 0.05 ========== ========== See notes to financial statements. 5 USA REAL ESTATE INVESTMENT TRUST Statements of Cash Flows (Unaudited) Three Months Ended March 31, 1997 1996 ---------- ---------- OPERATING ACTIVITIES: Net income $ 229,857 204,437 ---------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 150,000 156,000 Changes in other assets and liabilities: Increase in other assets (48,252) (122,928) (Decrease) Increase in accounts payable (6,949) 275 ---------- ---------- Total adjustments to income 94,799 33,347 ---------- ---------- Net cash provided by operating activities 324,656 237,784 INVESTING ACTIVITIES: Improvements to properties (121,483) (110,261) Collections on notes receivable 0 39,143 ---------- ---------- Net cash used by investing activities (121,483) (71,118) FINANCING ACTIVITIES: Redemption of shares (41,139) (14,992) Payments on long-term notes payable (13,448) (12,538) Distributions paid (403,992) (370,778) ---------- ---------- Net cash used by financing activities (458,579) (398,308) ---------- ---------- Net decrease in cash (255,406) (231,642) Cash and cash equivalents at beginning of period 3,909,665 1,487,661 ---------- ---------- Cash and cash equivalents at end of period $ 3,654,259 $ 1,256,019 ========== ========== See notes to financial statements. 6 USA REAL ESTATE INVESTMENT TRUST Notes to Financial Statements 1. In the opinion of the Trust, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Trust's financial position as of March 31, 1997, and the results of its operations and cash flows for the three months ended March 31, 1997 and 1996. The accounting policies followed by the Trust are set forth in Note 1 to the Trust's financial statements in the 1996 Form 10-K, which are incorporated herein by reference. 2. In 1987, the Trust elected to be taxed as a real estate investment trust and, as such, will not be taxed on that portion of its taxable income which is distributed to shareholders provided that at least 95% of its real estate investment trust taxable income is distributed. The Trust intends to continue to qualify as a real estate investment trust and, accordingly, no provision for income taxes has been made in the financial statements. 7 USA REAL ESTATE INVESTMENT TRUST Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Rent decreased $53,325 for the three months ended March 31, 1997 compared to the same period in 1996 primarily due to the sale of Keystone Square in Reno, Nevada in August, 1996. General and administrative expense decreased $38,076 for the three months ended March 31, 1997, compared to the same period in 1996, as a result of decreases in almost all expense catagories. LIQUIDITY AND CAPITAL RESOURCES The Trust expects that operating income, cash in the bank, collections on notes receivable, proceeds from the sale of properties, and borrowings collateralized by properties will adequately meet its liquidity and capital resource requirements in the future. 8 PART 11. OTHER INFORMATION USA REAL ESTATE INVESTMENT TRUST ITEM 6: REPORTS ON FORM 8-K None. 9 USA REAL ESTATE INVESTMENT TRUST Signatures Pursuant to the requirement 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. USA Real Estate Investment Trust ---------------------------------------- May 6, 1997 Gregory Crissman -------------------- ---------------------------------------- Date Gregory Crissman, Chairman May 6, 1997 Benjamin Diaz -------------------- ---------------------------------------- Date Benjamin Diaz Trustee 10 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 27 Financial Data Schedule