Item 1. Business
General Description of Partnership
Swift Energy Managed Pension Assets Partnership 1990-C, Ltd., a Texas limited partnership (the "Partnership" or the "Registrant"), is a partnership formed under a public serial limited partnership offering denominated Swift Energy Managed Pension Assets Fund I (Registration Statement No. 33-15998 on Form S-1, originally declared effective November 13, 1987, and amended effective November 3, 1988, August 4, 1989 and May 1, 1990 [the "Registration Statement"]). The Partnership was formed effective September 30, 1990 under a Limited Partnership Agreement dated September 30, 1990. The initial 425 limited partners made capital contributions of $3,654,622.
The Partnership is principally engaged in the business of acquiring nonoperating interests (i.e., net profits interests, royalty interests and overriding royalty interests) in proven oil and gas properties within the continental United States. The Partnership does not acquire working interests in or operate oil and gas properties, and does not engage in drilling activities. At December 31, 1996, the Partnership had expended or committed to expend 100% of the limited partners' net commitments (i.e., limited partners' commitments available to the Partnership for property acquisitions after payment of organizational fees and expenses) in the acquisition and development of nonoperating interests in producing properties, which properties are described under Item 2, "Properties," below. The Partnership's income is derived almost entirely from its nonoperating interests and the disposition thereof.
The Partnership's business and affairs are conducted by its Managing General Partner, Swift Energy Company, a Texas corporation ("Swift"). The Partnership's Special General Partner, VJM Corporation, a California corporation ("VJM"), consults with and advises Swift as to certain financial matters.
The general manner in which the Partnership acquires nonoperating interests and otherwise conducts its business is described in detail in the Registration Statement under "Proposed Activities," which is incorporated herein by reference. The following is intended only as a summary of the Partnership's manner of doing business and specific activities to date.
Manner of Acquiring Nonoperating Interests in Properties; Net Profits and Overriding Royalty Interest Agreement
The nonoperating interests owned by the Registrant have typically been acquired pursuant to a Net Profits and Overriding Royalty Interest Agreement dated September 30, 1990 (the "NP/OR Agreement") between the Registrant and Swift Energy Income Partners 1990-C, Ltd. (the "Operating Partnership"). The Operating Partnership is a Texas limited partnership that is also managed by Swift and VJM. The Operating Partnership was formed to acquire and develop producing oil and gas properties.
Under the NP/OR Agreement, the Registrant and the Operating Partnership have, in effect, combined their funds to acquire producing properties. Using funds committed to the NP/OR Agreement by both partnerships, the Operating Partnership acquires producing properties, then promptly conveys nonoperating interests therein to the Registrant. The Operating Partnership retains a working interest in each such property, and is responsible for the production of oil and gas therefrom. For the sake of legal and administrative convenience, producing properties are usually acquired from the third party sellers by Swift, which then conveys a working interest in each such property to the Operating Partnership. The Registrant initially committed $3,072,822 and the Operating Partnership initially committed $5,200,650 for acquisitions under the NP/OR Agreement. The Operating Partnership is obligated under the NP/OR Agreement to convey to the Registrant a 37% fixed net profits interest and a variable overriding royalty interest in specified depths of all producing properties acquired under the NP/OR Agreement.
Under the NP/OR Agreement, the Operating Partnership is required to convey to the Registrant, and the Registrant is required to purchase, nonoperating interests in all producing properties acquired by the Operating Partnership, except that:
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1. Properties anticipated to require significant development operations and nonoperating interests offered to the Operating Partnership by third parties may be purchased by the Operating Partnership outside the NP/OR Agreement, without participation by the Registrant;
2. During a specified one-year period, the Registrant is entitled to reduce the amount originally committed by it to purchases under the NP/OR Agreement and to redirect such funds to the purchase of nonoperating interests from sources other than the Operating Partnership; and
3. The Registrant's funds will be released from the NP/OR Agreement if they are not completely spent by the Operating Partnership within a specified period, or if there is a prior withdrawal of funds by the Operating Partnership to purchase properties anticipated to require significant development.
Purchases of nonoperating interests by the Registrant using withdrawn or released funds may be made from the Managing General Partner and its affiliates, other partnerships affiliated with the Operating Partnership (possibly through the Registrant's entry into a new NP/OR Agreement), or from unaffiliated third parties.
In accordance with its obligations under the NP/OR Agreement, as of December 31, 1996 the Operating Partnership had conveyed to the Registrant a 37% net profits interest burdening certain depths of all producing properties acquired by the Operating Partnership thereunder. Typically, a net profits interest in an oil and gas property entitles the owner to a specified percentage share of the gross proceeds generated by the burdened property, net of operating costs. The net profits interest conveyed to the Registrant under the NP/OR Agreement differs from the typical net profits interest in that it is calculated over the entire group of producing properties conveyed under the NP/OR Agreement; i.e., all operating costs attributable to the burdened depths of such properties are aggregated, and the total is then subtracted from the total of all gross proceeds attributable to such depths in order to calculate the net profits to which the Registrant is entitled. The net profits interest conveyed to the Registrant burdens only those depths of each subject property which were evaluated to contain proved reserves at the date of acquisition, to the extent such depths underlie specified surface acreage.
The Operating Partnership has also conveyed to the Registrant under the NP/OR Agreement an overriding royalty interests in each property acquired thereunder. An overriding royalty interest is a fractional interest in the gross production (or the gross proceeds therefrom) of oil and gas from a property, free of any exploration, development, operation or maintenance expenses. Under the NP/OR Agreement, the overriding royalty interest burdens the portions of each producing property that were evaluated at the date of acquisition not to contain proved reserves.
Competition, Markets and Regulations
Competition
The oil and gas industry is highly competitive in all its phases. The Partnership encounters strong competition from many other oil and gas producers, many of which possess substantial financial resources, in acquiring economically desirable Producing Properties.
Markets
The amounts of and price obtainable for oil and gas production from Partnership Properties will be affected by market factors beyond the control of the Partnership. Such factors include the extent of domestic production, the level of imports of foreign oil and gas, the general level of market demand on a regional, national and worldwide basis, domestic and foreign economic conditions that determine levels of industrial production, political events in foreign oil-producing regions, and variations in governmental regulations and tax laws and the imposition of new governmental requirements upon the oil and gas industry. There can be no assurance that oil and gas prices will not decrease in the future, thereby decreasing net Revenues from Partnership Properties.
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From time to time, there may exist a surplus of natural gas or oil supplies, the effect of which may be to reduce the amount of hydrocarbons that the Partnerships may produce and sell while such oversupply exists. In recent years, initial steps have been taken to provide additional gas transportation lines from Canada to the United States. If additional Canadian gas is brought to the United States market, it could create downward pressure on United States gas prices.
Regulations
Environmental Regulation
The federal government and various state and local governments have adopted laws and regulations regarding the control of contamination of the environment. These laws and regulations may require the acquisition of a permit by Operators before drilling commences, prohibit drilling activities on certain lands lying within wilderness areas or where pollution arises and impose substantial liabilities for pollution resulting from operations, particularly operations near or in onshore and offshore waters or on submerged lands. These laws and regulations may also increase the costs of routine drilling and operation of wells. Because these laws and regulations change frequently, the costs to the Partnership of compliance with existing and future environmental regulations cannot be predicted. However, the Managing Partner does not believe that the Partnership is affected in a significantly different manner by these regulations than are its competitors in the oil and gas industry.
Federal Regulation of Natural Gas
The transportation and sale of natural gas in interstate commerce is heavily regulated by agencies of the federal government. The following discussion is intended only as a summary of the principal statutes, regulations and orders that may affect the production and sale of natural gas from Partnership Properties. This summary should not be relied upon as a complete review of applicable natural gas regulatory provisions.
FERC Orders
Several major regulatory changes have been implemented by the Federal Energy Regulatory Commission ("FERC") from 1985 to the present that affect the economics of natural gas production, transportation and sales. In addition, the FERC continues to promulgate revisions to various aspects of the rules and regulations affecting those segments of the natural gas industry that remain subject to the FERC's jurisdiction. In April 1992, the FERC issued Order No. 636 pertaining to pipeline restructuring. This rule requires interstate pipelines to unbundle transportation and sales services by separately stating the price of each service and by providing customers only the particular service desired, without regard to the source for purchase of the gas. The rule also requires pipelines to (i) provide nondiscriminatory "no-notice" service allowing firm commitment shippers to receive delivery of gas on demand up to certain limits without penalties, (ii) establish a basis for release and reallocation of firm upstream pipeline capacity and (iii) provide non-discriminatory access to capacity by firm transportation shippers on a downstream pipeline. The rule requires interstate pipelines to use a straight fixed variable rate design. The rule imposes these same requirements upon storage facilities.
FERC Order No. 500 affects the transportation and marketability of natural gas. Traditionally, natural gas has been sold by producers to pipeline companies, which then resold the gas to end-users. FERC Order No. 500 alters this market structure by requiring interstate pipelines that transport gas for others to provide transportation service to producers, distributors and all other shippers of natural gas on a nondiscriminatory, "first-come, first-served" basis ("open access transportation"), so that producers and other shippers can sell natural gas directly to end-users. FERC Order No. 500 contains additional provisions intended to promote greater competition in natural gas markets.
It is not anticipated that the marketability of and price obtainable for natural gas production from Partnership Properties will be significantly affected by FERC Order No. 500. Gas produced from Partnership Properties normally will be sold to intermediaries who have entered into transportation arrangements with pipeline companies. These intermediaries will accumulate gas purchased from a number of producers and sell the gas to end-users through open access pipeline transportation.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
State Regulations
Production of any oil and gas from Partnership Properties will be affected to some degree by state regulations. Many states in which the Partnership will operate have statutory provisions regulating the production and sale of oil and gas, including provisions regarding deliverability. Such statutes, and the regulations promulgated in connection therewith, are generally intended to prevent waste of oil and gas and to protect correlative rights to produce oil and gas between owners of a common reservoir. Certain state regulatory authorities also regulate the amount of oil and gas produced by assigning allowable rates of production to each well or proration unit.
Federal Leases
Some of the Partnership's properties are located on federal oil and gas leases administered by various federal agencies, including the Bureau of Land Management. Various regulations and orders affect the terms of leases, exploration and development plans, methods of operation and related matters.
Employees
The Partnership has no employees. Swift, however, has a staff of geologists, geophysicists, petroleum engineers, landmen, and accounting personnel who administer the operations of Swift and the Partnership. As of December 31, 1996, Swift had 191 employees. Swift's administrative and overhead expenses attributable to the Partnership's operations are borne by the Partnership.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
Item 2.

Item 2. Nonoperating Interests in Properties
As of December 31, 1996, the Partnership has acquired nonoperating interests in producing oil and gas properties which are generally described below.
Principal Oil and Gas Producing Properties
The most valuable fields in the Partnership, based upon year-end engineering estimates of discounted future net revenues using constant pricing and costs, are described below.
1. The Velrex Field is located in Schleicher County, Texas, and accounts for 34% of the value in this Partnership. Wells in this field produce from the Henderson and Canyon Sands, (Sugarland acquisition).
The remaining value in the Partnership is attributable to numerous properties none of which equals or exceeds 15 percent of the total Partnership value.
Title to Properties
Title to substantially all significant producing properties in which the Partnership owns nonoperating interests has been examined. In addition to the nonoperating interests owned by the Partnership, the properties are subject to royalty, overriding royalty and other interests customary in the industry. The Managing General Partner does not believe any of these burdens materially detract from the value of the properties or will materially detract from the value of the properties or materially interfere with their use in the operation of the business of the Partnership.
Production and Sales Price
The following table summarizes the sales volumes of the Partnership's net oil and gas production expressed in MCFs. Equivalent MCFs are obtained by converting oil to gas on the basis of their relative energy content; one barrel equals 6,000 cubic feet of gas.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
Net Proved Oil and Gas Reserves
Presented below are the estimates of the Partnership's nonoperating interests in proved reserves as of December 31, 1996, 1995 and 1994. All of the Partnership's nonoperating interests in proved reserves are located in the United States.
Revisions of previous quantity estimates are related to upward or downward variations based on current engineering information for production rates, volumetrics and reservoir pressure. Additionally, changes in quantity estimates are the result of the increase or decrease in crude oil and natural gas prices at each year end which have the effect of adding or reducing proved reserves on marginal properties due to economic limitations.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
The following table summarizes by acquisition the Registrant's reserves and its nonoperating interests in gross and net producing oil and gas wells as of December 31, 1996:
There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting the future rates of production, timing and plan of development. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way, and estimates of other engineers might differ from those above, audited by H. J. Gruy and Associates, Inc., an independent petroleum consulting firm. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate, and, as a general rule, reserve estimates based upon volumetric analysis are inherently less reliable than those based on lengthy production history. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered.
In estimating the oil and natural gas reserves, the Registrant, in accordance with criteria prescribed by the Securities and Exchange Commission, has used prices received as of December 31, 1996 without escalation, except in those instances where fixed and determinable gas price escalations are covered by contracts, limited to the price the Partnership reasonably expects to receive. The Registrant does not believe that any favorable or adverse event causing a significant change in the estimated quantity of proved reserves has occurred between December 31, 1996 and the date of this report.
Future prices received for the sale of the Partnership's products may be higher or lower than the prices used in the evaluation described above; the operating costs relating to such production may also increase or decrease from existing levels. The estimates presented above are in accordance with rules adopted by the Securities and Exchange Commission.
Item 3.

Item 3. Legal Proceedings
The Partnership is not aware of any material pending legal proceedings to which it is a party or of which any of its property is the subject.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of limited partners during the fourth quarter of the fiscal year covered by this report.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
PART II
Item 5.

Item 5. Market Price of and Distributions on the Registrant's Units and Related Limited Partner Matters
Market Information
Units in the Partnership were initially sold at a price of $100 per Unit. Units are not traded on any exchange and there is no established public trading market for the Units. Swift is aware of negotiated transfers of Units between unrelated parties; however, these transfers have been limited and sporadic. Due to the nature of these transactions, Swift has no verifiable information regarding prices at which Units have been transferred.
Holders
As of December 31, 1996, there were 425 Limited Partners holding Units in the Partnership.
Distributions
The Partnership generally makes distributions to Limited Partners on a quarterly basis, subject to the restrictions set forth in the Limited Partnership Agreement. In the fiscal years ended December 31, 1995 and 1996, the Partnership distributed a total of $46,600 and $90,000, respectively, to the holders of its Units. Cash distributions constitute net proceeds from sale of oil and gas production after payment of lease operating expenses and other partnership expenses. Some or all of such amounts or any proceeds from the sale of partnership properties could be deemed to constitute a return of investors' capital.
Oil and gas investments involve a high risk of loss, and no assurance can be given that any particular level of distributions to holders of Units can be achieved or maintained. Although it is anticipated that quarterly distributions will continue to be made through 1997, the Partnership's ability to make distributions could be diminished by any event adversely affecting the oil and gas properties in which the Partnership owns interests or the amount of revenues received by the Partnership therefrom.
The Partnership's Limited Partnership Agreement contains various provisions which might serve to delay, defer or prevent a change in control of the Partnership, such as the requirement of a vote of Limited Partners in order to sell all or substantially all of the Partnership's properties or the requirement of consent by the Managing General Partner to transfers of limited partnership interests and provisions prohibiting the transfer of Limited Partnership Units in any fiscal year in excess of a limit which has been established in order to comply with certain federal income tax regulations.
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SWIFT ENERGY MANAGED PENSION PARTNERSHIP 1990-C, LTD.
Item 6.

Item 6. Selected Financial Data
The following selected financial data, prepared in accordance with generally accepted accounting principles as of December 31, 1996, 1995, 1994, 1993 and 1992, should be read in conjunction with the financial statements included in Item 8:
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
The Partnership has expended all of the partners' net commitments available for property acquisitions and development by acquiring nonoperating interests in producing oil and gas properties. The partnership invests primarily in proved producing properties with nominal levels of future costs of development for proven but undeveloped reserves. Significant purchases of additional reserves or extensive drilling activity are not anticipated. Oil and gas reserves are depleting assets and therefore often experience significant production declines each year from the date of acquisition through the end of the life of the property. The primary source of liquidity to the Partnership comes almost entirely from the income generated from nonoperating interests in oil and gas produced from oil and gas properties. This source of liquidity and the related results of operations will decline in future periods as the oil and gas produced from these properties also declines.
Results of Operations
Income from nonoperating interests increased 48 percent in 1996 over 1995. Oil and gas sales increased 9 percent in 1996 vs. 1995. Increases in both 1996 gas and oil prices were major contributors to the increased revenues. The Partnership experienced an increase in gas prices of 39 percent or $.56/MCF and an increase in oil prices of 22 percent or $3.31/BBL. Production volumes decreased 14 percent due to a 41 percent oil production decrease and a 7 percent gas production decline. The production declines partially offset the effect of increased oil and gas prices impacting partnership performance.
Associated amortization expense increased a slight 2 percent in 1996 when compared to 1995.
Income from nonoperating interests decreased 46 percent in 1995 over 1994. Oil and gas sales decreased 33 percent in 1995 vs. 1994. Production volumes decreased 23 percent due to a 26 percent gas production decrease and a 9 percent oil production decline. Since the Partnership's reserves are 88 percent gas, the decrease in gas production, due to accelerated production declines on mature wells, a reduction in development drilling in the current year and production curtailments due to declining prices, had a major impact on partnership performance. A decline in the 1995 gas prices of 23 percent or $.44/MCF further contributed to the Partnership's decreased revenues.
Associated amortization expense decreased 40 percent in 1995 when compared to 1994.
The Partnership recorded an additional provision in amortization in 1995 and 1994 when the present value, discounted at ten percent, of estimated future net revenues from oil and gas properties, using the guidelines of the Securities and Exchange Commission, was below the fair market value paid for oil and gas properties resulting in a full cost ceiling impairment.
During 1997, the Partnership revenues and costs will be shared between the limited and general partners in a 90:10 ratio, based on the annualized rate of cash distributions by the Partnership during a certain period prior to December 31, 1996. Based on current oil and gas prices, current levels of oil and gas production and expected cash distributions during 1997, the Managing General Partner anticipates that the Partnership sharing ratio will continue to be 90:10.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
Item 8.

Item 8. Financial Statements and Supplementary Data
See Part IV, Item 14(a) for index to financial statements.
Item 9.

Item 9. Disagreements on Accounting and Financial Disclosure
None.
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PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant
As a limited partnership, the Registrant has no directors or executive officers. The business and affairs of the Registrant are managed by Swift as Managing General Partner. Set forth below is certain information as of March 17, 1997 regarding the directors and executive officers of Swift.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
From time to time, Swift as Managing General Partner of the Partnership purchases Units in the Partnership from investors who offer the Units pursuant to their right of presentment, which purchases are made pursuant to terms set out in the Partnership's original Limited Partnership Agreement. Due to the frequency and large number of these transactions, Swift reports these transactions under Section 16 of the Securities Exchange Act of 1934 on an annual rather than a monthly basis. In some cases such annual reporting may constitute a late filing of the required Section 16 reports under the applicable Section 16 rules.
Item 11.

Item 11. Executive Compensation
As noted in Item 10, "Directors and Executive Officers of the Registrant," above, the Partnership has no executive officers. The executive officers of Swift and VJM are not compensated by the Partnership.
Certain fees and allowances contemplated by the Limited Partnership Agreement have been paid by the Partnership to Swift and VJM. See Note (4) in Notes To Financial Statements (Related-Party Transactions) for further discussion.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
No single limited partner is known to the Partnership to be the beneficial owner of more than five percent of the Partnership's Units.
Swift and VJM are not aware of any arrangement, the operation of which may at a subsequent date result in a change in control of the Partnership.
Item 13.

Item 13. Certain Relationships and Related Transactions
As noted in Item 10, "Directors and Executive Officers of the Registrant," above, the Partnership has no executive officers or directors, and thus has not engaged in any transactions in which any such person had an interest. The Partnership is permitted to engage in certain transactions with Swift as Managing General Partner and VJM as Special General Partner, subject to extensive guidelines and restrictions are described in the "Conflicts of Interest" section of the Amended Prospectus contained in the Registration Statement, which is incorporated herein by reference.
Summarized below are the principal transactions that have occurred between the Partnership, on one hand, and Swift, VJM and their affiliates, on the other.
Certain Transactions with General Partners
1. As described in Item 1, "Business," above, during 1990 the Partnership entered into an NP/OR Agreement with the Operating Partnership, which is also managed by Swift and VJM. Pursuant to such NP/OR Agreement, the Operating Partnership acquired the oil and gas properties described under Item 2 above and conveyed nonoperating interests therein to the Partnership.
2. Swift acts as operator for many of the wells in which the Partnership has nonoperating interests and has received compensation for such activities in accordance with standard industry operating agreements.
3. The Partnership paid to Swift and VJM certain fees as contemplated by the Limited Partnership Agreement. See Note (4) in Notes To Financial Statements (Related-Party Transactions) for further discussion.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
PART IV
a(2) FINANCIAL STATEMENT SCHEDULES
All schedules required by the SEC are either inapplicable or the required information is included in the Financial Statements, the Notes thereto, or in other information included elsewhere in this report.
a(3) EXHIBITS
3.1 Limited Partnership Agreement of Swift Energy Managed Pension Assets Partnership 1990-C, Ltd., dated September 30, 1990. (Form 10-K for year ended December 31, 1990, Exhibit 3.1).
3.2 Certificate of Limited Partnership of Swift Energy Managed Pension Assets Partnership 1990-C, Ltd., as filed September 27, 1990, with the Texas Secretary of State. (Form 10-K for year ended December 31, 1990, Exhibit 3.2).
10.1 Net Profits and Overriding Royalty Interest Agreement between Swift Energy Managed Pension Assets Partnership 1990-C Ltd. and Swift Energy Income Partners 1990-C Ltd. dated September 30, 1990. (Form 10-K for year ended December 31, 1990, Exhibit 10.1).
99.1 A copy of the following section of the Amended Prospectus dated November 13, 1987, contained in Post-Effective Amendment No. 1 to Registration Statement No. 33-15998 on Form S-1 for Swift Energy Managed Pension Assets Fund I, as filed on November 3, 1988, which have been incorporated herein by reference: "Proposed Activities" (pp 38 - 48) and "Conflicts of Interest" (pp. 70 - 79). (Form 10-K for year ended December 31, 1990, Exhibit 28.1).
b(1) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter ended December 31, 1996.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
No annual report to security holders covering the Partnership's 1996 fiscal year, or proxy statement, form of proxy or other proxy soliciting material has been sent to Limited Partners of the Partnership.
IV-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Swift Energy Managed Pension Assets Partnership 1990-C, Ltd.:
We have audited the accompanying balance sheets of Swift Energy Managed Pension Assets Partnership 1990-C, Ltd., (a Texas limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' capital and cash flows for the years ended December 31, 1996, 1995 and 1994. These financial statements are the responsibility of the general partner's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Swift Energy Managed Pension Assets Partnership 1990-C, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years ended December 31, 1996, 1995 and 1994 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas February 10, 1997
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. BALANCE SHEETS DECEMBER 31, 1996 AND 1995
See accompanying notes to financial statements.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
See accompanying notes to financial statements.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
See accompanying notes to financial statements.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
See accompanying notes to financial statements.
IV-7
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. NOTES TO FINANCIAL STATEMENTS
(1) Organization and Terms of Partnership Agreement -
Swift Energy Managed Pension Assets Partnership 1990-C, Ltd., a Texas limited partnership (the Partnership), was formed on September 30, 1990, for the purpose of purchasing net profits interests, overriding royalty interests and royalty interests (collectively, "nonoperating interests") in producing oil and gas properties within the continental United States. Swift Energy Company ("Swift"), a Texas corporation, and VJM Corporation ("VJM"), a California corporation, serve as Managing General Partner and Special General Partner of the Partnership, respectively. The general partners are required to contribute up to 1/99th of limited partner net contributions. The 425 limited partners made total capital contributions of $3,654,622.
Nonoperating interests acquisition costs and the management fee are borne 99 percent by the limited partners and one percent by the general partners. Organization and syndication costs were borne solely by the limited partners.
Initially, all continuing costs (including general and administrative reimbursements and direct expenses) and revenues are allocated 90 percent to the limited partners and ten percent to the general partners. If prior to partnership payout, as defined, however, the cash distribution rate for a certain period equals or exceeds 17.5 percent, then for the following calendar year, these continuing costs and revenues will be allocated 85 percent to the limited partners and 15 percent to the general partners. After partnership payout, continuing costs and revenues will be shared 85 percent by the limited partners, and 15 percent by the general partners, even if the cash distribution rate is less than 17.5 percent. Payout had not occurred as of December 31, 1996.
(2) Significant Accounting Policies -
Use of Estimates --
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates.
Nonoperating Interests in Oil and Gas Properties --
For financial reporting purposes, the Partnership follows the "full-cost" method of accounting for nonoperating interests in oil and gas properties. Under this method of accounting, all costs incurred in the acquisition of nonoperating interests in oil and gas properties are capitalized. The unamortized cost of nonoperating interests in oil and gas properties is limited to the "ceiling limitation", (calculated separately for the Partnership, limited partners, and general partners). The "ceiling limitation" is calculated on a quarterly basis and represents the estimated future net revenues from nonoperating interests in proved properties using current prices, discounted at ten percent. Proceeds from the sale or disposition of nonoperating interests in oil and gas properties are treated as a reduction of the cost of the nonoperating interests with no gains or losses recognized except in significant transactions.
The Partnership computes the provision for amortization of nonoperating interests in oil and gas properties on the units-of-production method. Under this method, the provision is calculated by multiplying the total unamortized cost of nonoperating interests in oil and gas properties by an overall rate determined by dividing the physical units of oil and gas produced during the period by the total estimated units of proved oil and gas reserves attributable to the Partnership's nonoperating interests at the beginning of the period.
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SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The calculation of the "ceiling limitation" and the provision for amortization is based on estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting the future rates of production, timing and plan of development. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered.
Statements of Cash Flows --
Highly liquid debt instruments with an initial maturity of three months or less are considered to be cash equivalents.
(3) Acquisition of Nonoperating Interests in Oil and Gas Property Costs -
Effective September 30, 1990, the Partnership entered into a Net Profits and Overriding Royalty Interests Agreement (NP/OR Agreement) with Swift Energy Income Partners 1990-C, Ltd. (Operating Partnership), managed by Swift, for the purpose of acquiring interests in producing oil and gas properties. Under the terms of the NP/OR Agreement, the Partnership has been conveyed a nonoperating interest in the aggregate net profits (i.e., oil and gas sales net of related operating costs) of the properties acquired equal to its proportionate share of the property acquisition costs, as defined. Property acquisition costs are amounts actually paid by the Operating Partnership for the properties plus costs incurred by the Operating Partnership in acquiring the properties and costs related to screening and evaluation of properties not acquired. In 1996, 1995 and 1994, the Partnership acquired nonoperating interests in producing oil and gas properties for $55,304, $30,476 and $35,692, respectively.
During 1995 and 1994, the Partnership's unamortized oil and gas property costs exceeded the quarterly calculations of the "ceiling limitation" resulting in an additional provision for amortization of $248,067 and $692,104, respectively. In computing the Partnership's third quarter 1994 "ceiling limitation", the Partnership utilized the product prices in effect at the date the Partnership's report was issued. Utilizing these subsequent prices, the write down recorded by the Partnership was $393,909 less than the amount that would have been recorded using product prices in effect at September 30, 1994. No such write downs were required in 1996.
In addition, the limited partners' share of unamortized oil and gas property costs exceeded their "ceiling limitation" in 1995 and 1994, resulting in a valuation allowance of $219,757 and $601,130, respectively. This amount is included in the income (loss) attributable to the limited partners shown in the statement of partners' capital together with a "combining adjustment" for the difference between the limited partners' valuation allowance and the Partnership's valuation allowance. The "combining adjustment" changes quarterly as the Partnership's total amortization provision is more or less than the combined amortization provision attributable to general and limited partners.
(4) Related-Party Transactions -
An affiliate of the Special General Partner, as Dealer Manager, received $91,366 for managing and overseeing the offering of limited partnership units.
A one-time management fee of $91,366 was paid to Swift in 1990 for services performed for the Partnership. During 1996, 1995 and 1994, the Partnership paid Swift $46,946, $29,066 and $46,344, respectively, as a general and administrative overhead allowance.
(5) Federal Income Taxes -
The Partnership is not a tax-paying entity. No provision is made in the accounts of the Partnership for federal or state income taxes, since such taxes are liabilities of the individual partners, and the amounts thereof depend upon their respective tax situations.
IV-9
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The tax returns and the amount of distributable Partnership income are subject to examination by the federal and state taxing authorities. If the Partnership's royalty income for federal income tax purposes is ultimately changed by the taxing authorities, the tax liability of the limited partners could be changed accordingly. Royalty income reported on the Partnership's federal return of income for the years ended December 31, 1996, 1995 and 1994 was $309,574, $115,520 and $214,287, respectively. The difference between royalty income for federal income tax purposes reported by the Partnership and income or loss from nonoperating interests reported herein primarily results from the exclusion of amortization (as described below) from ordinary income reported in the Partnership's federal return of income.
For federal income tax purposes, amortization with respect to nonoperating interests in oil and gas properties is computed separately by the partners and not by the Partnership. Since the amount of amortization on nonoperating interests in oil and gas is not computed at the Partnership level, amortization is not included in the Partnership's income for federal income tax purposes but is charged directly to the partners' capital accounts to the extent of the cost of the nonoperating interests in oil and gas properties, and thus is treated as a separate item on the partners' Schedule K-1. Amortization for federal income tax purposes may vary from that computed for financial reporting purposes in cases where a ceiling adjustment is recorded, as such amount is not recognized for tax purposes.
(6) Vulnerability Due to Certain Concentrations -
The Partnership's revenues are primarily the result of sales of its oil and natural gas production. Market prices of oil and natural gas may fluctuate and adversely affect operating results.
The Partnership extends credit to various companies in the oil and gas industry which results in a concentration of credit risk. This concentration of credit risk may be affected by changes in economic or other conditions and may accordingly impact the Partnership's overall credit risk. However, the Managing General Partner believes that the risk is mitigated by the size, reputation, and nature of the companies to which the Partnership extends credit. In addition, the Partnership generally does not require collateral or other security to support customer receivables.
(7) Fair Value of Financial Instruments -
The Partnership's financial instruments consist of cash and cash equivalents and short-term receivables and payables. The carrying amounts approximate fair value due to the highly liquid nature of the short-term instruments.
IV-10
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. (Registrant)
By: SWIFT ENERGY COMPANY General Partner
Date: March 17, 1997 By: s/b A. Earl Swift -------------- ---------------------------------- A. Earl Swift President
Date: March 17, 1997 By: s/b John R. Alden -------------- ---------------------------------- John R. Alden Principal Financial Officer
Date: March 17, 1997 By: s/b Alton D. Heckaman, Jr. -------------- ---------------------------------- Alton D. Heckaman, Jr. Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD. (Registrant)
By: SWIFT ENERGY COMPANY General Partner
Date: March 17, 1997 By: s/b A. Earl Swift -------------- ---------------------------------- A. Earl Swift Director and Principal Executive Officer
Date: March 17, 1997 By: s/b Virgil N. Swift -------------- ---------------------------------- Virgil N. Swift Director and Executive Vice President - Business Development
IV-11
SWIFT MANAGED PENSION ASSETS PARTNERSHIP 1990-C, LTD.
Date: March 17, 1997 By: s/b G. Robert Evans -------------- ---------------------------------- G. Robert Evans Director
Date: March 17, 1997 By: s/b Raymond O. Loen -------------- ---------------------------------- Raymond O. Loen Director
Date: March 17, 1997 By: s/b Henry C. Montgomery -------------- ---------------------------------- Henry C. Montgomery Director
Date: March 17, 1997 By: s/b Clyde W. Smith, Jr. -------------- ---------------------------------- Clyde W. Smith, Jr. Director
Date: March 17, 1997 By: s/b Harold J. Withrow -------------- ---------------------------------- Harold J. Withrow Director
IV-12


ITEM 1. BUSINESS
GENERAL
USA Real Estate Investment Trust (the "Trust") is a California business trust that was formed on October 7, 1986, for the primary purpose of engaging in the business of acquiring, owning and financing real property investments. The Trust commenced operations on October 19, 1987, upon the sale of the minimum offering amount of shares of beneficial interest ("shares").
The purpose of the Trust is to provide investors with an opportunity to own, through transferable shares, an interest in diversified real estate investments. The Trust invests primarily in income producing real properties in accordance with the investment objectives and policies of the Trust. Through such investments, the Trust seeks to provide investors with an opportunity to participate in a portfolio of professionally managed real estate investments in the same way a mutual fund affords investors an opportunity to invest in a professionally managed portfolio of stocks, bonds and other securities.
The Trust has operated and intends to continue to operate in a manner intended to qualify as a "real estate investment trust" (REIT) under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). A qualified REIT is relieved, in part, from federal income taxes on ordinary income and capital gains distributed to its shareholders. State tax benefits also may accrue to a qualified REIT. Pursuant to Code requirements, the Trust distributes to its shareholders at least 95 percent of its taxable income and 100 percent of the net capital gain from the sale of Trust properties.
The Trust will terminate 21 years after the death of the last survivor of persons listed in the Trust's Declaration of Trust. The Trust may also be terminated at any time by the majority vote or written consent of shareholders or by a majority vote of the Trustees.
The principal offices of the Trust are located at One Scripps Drive, Suite 201, Sacramento, California 95825.
CURRENT DEVELOPMENTS
On August 31, 1994 the Trust became self-administered and 1996 is its second year of operation as a self-administered real estate investment trust.
In April, 1996 the Trust sold its property located at 1630 Industrial Park Street in Redlands, California and in August, 1996 sold its property located on Keystone Avenue in Reno, Nevada.
INVESTMENT OBJECTIVES
The Trust has acquired a diversified portfolio of income producing real property investments. Subject to certain limitations, the Declaration of Trust gives the Trustees discretion to allocate the Trust's investments without the prior approval of shareholders.
INVESTMENT GUIDELINES
Acquisition Policies. The Trustees have adopted investment guidelines for the purpose of selecting the Trust's investments. Pursuant to the guidelines, the allocation of Trust assets among income producing real property investments depends principally upon the following factors:
1. The number of properties available for acquisition which show current income and potential for appreciation in value;
2. The availability of funds for investment;
3. The laws and regulations governing investment in and the subsequent sale of real estate investments by a REIT; and
4. The applicable federal and state income tax, securities, and real estate laws and regulations.
The guidelines may vary from time to time, at the sole discretion of the Trustees, in order to adapt to changes in real estate markets, federal income tax laws and regulations and general economic conditions. The Trustees also have discretion to acquire an investment not meeting these guidelines if the Trustees determine that other circumstances justify the acquisition in a particular case.
Portfolio Turnover. The Trustees have set general guidelines for the disposition of properties in its portfolio which take into consideration certain regulatory restrictions and federal income tax laws regarding REIT portfolio turnover. Income tax regulations preclude the Trust from holding any property (other than foreclosure property) primarily for sale to customers in the ordinary course of the Trust's trade or business, but provide a "safe harbor" for property held for at least four years from the date of acquisition. Portfolio turnover policy also depends on whether a favorable sales price can be realized by the Trust, primarily a function of the capitalization rate applied to similar types of property in similar markets. The Trust may elect to hold property as long as is reasonably necessary to provide an attractive sales price.
OTHER INFORMATION
The Trust has no employees. It is administered by its Trustees and by its Chairman, and by independent contractors who work under the supervision thereof as a self-administered real estate investment trust.
The Trust is involved in only one industry segment: acquiring, operating and holding for investment income-producing real properties. Revenues, net income and assets from this industry segment are included in the Trust's financial statements which appear at Item 8 of Part II.
The Trust's results of operations will depend on the availability of suitable opportunities for investment and the comparative yields available from time to time on real estate and other investments, as well as market conditions affecting leasing and sale of real estate in the areas in which the Trust's investments are located. These factors, in turn, are influenced to a large extent by the type of investment involved, financing available for real estate investment, the nature and geographic location of the property, competition and other factors, none of which can be predicted with certainty. The real estate investment market is highly competitive. The Trust competes for acceptable investments with other financial institutions, including banks, insurance companies, savings and loan associations, pension funds and other real estate investment trusts and partnerships. Many of these competitors have greater resources than the Trust. The number of such competitors and funds available for investment in properties of the type suitable for investment by the Trust may increase, resulting in increased competition for such investments and possibly increased costs and thus reduced income for the Trust.
The rules and regulations adopted by various agencies of federal, state or local governments relating to environmental controls and the development and operation of real property may operate to reduce the number of investment opportunities available to the Trust or may adversely affect the properties currently owned by it. While the Trust does not believe environmental controls have had a material impact on its activities, there can be no assurance that the trust will not be adversely affected thereby in the future.
TAX LEGISLATION
The Trust has elected to be treated as a real estate investment trust under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). The Trust expects to operate and to invest in a manner that will maintain its qualification for real estate investment trust taxation. The Code requirements for such qualification are complex. While no assurance can be given that the Trust qualified for taxation as a real estate investment trust for past taxable years, the Trust nevertheless believes that it has so qualified and will endeavor to continue to qualify for its current year and future years.
The business of the Trust is uniquely sensitive to tax legislation. Changes in tax laws are made frequently. There is no way for the Trust to anticipate when or what changes in the tax laws may be made in the future, or how such changes might affect the Trust.
The Internal Revenue Service ("IRS") has not yet issued regulations to carry out numerous provisions enacted as part of the tax legislation passed since 1986. Nor has the IRS addressed the issues relating to the application of some of the new tax rules to entities such as real estate investment trusts. Until such regulations are issued by the IRS, it is difficult to gauge what impact, if any, such new legislaton may have on entities such as a real estate investment trust.
ITEM 2.

ITEM 2. PROPERTIES
The Trust owns seven properties all of which are located in California. The Trustees believe that most of the properties are quality income producing properties that are well suited for their current uses. Most of the properties are leased under long term leases at competitive rates for the areas in which they are located. The lease terms provide for rental adjustments on a periodic basis.
Title insurance and liability and property damage insurance in amounts deemed appropriate by the Trust have been obtained for the properties referred to above. The Trust does not carry flood insurance on said properties. Because of the high cost of premiums, excessive deductibles, and limited coverage, the Trust does not carry earthquake insurance on said properties except 19401 Parthenia Street in Northridge, California.
For additional information concerning the aforesaid properties, see Notes 1 and 3 of the Notes to Financial Statements and Schedule III.
ITEM 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Trust's security holders during the last quarter of 1996.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY SECURITIES AND RELATED SECURITY HOLDER MATTERS
The Trust has one class of authorized and outstanding equity consisting of shares of beneficial interest, par value $1.00 per share. The Trust engaged in a continuous best efforts public offering from May 20, 1987, until May 20, 1992. As of December 31, 1996, the Trust had 4,042,904 shares outstanding to about 10,643 shareholders of record. There is no trading market for the shares of the Trust.
Pursuant to the Trust's offers in 1996 and 1995 to shareholders who owned fewer than 100 shares, the Trust repurchased 92,419 shares from 2,918 shareholders at a cost of $332,507.
In 1996, the Trust received unsolicited offers from other shareholders to sell their shares to the Trust, and accepted offers at or below $3.50 per share. Accordingly, the Trust repurchased 18,446 shares from 78 shareholders at a cost of $61,643.
Closing these accounts reduces annual servicing expenses and increases the book value for the remaining shareholders.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The following represents selected financial data for the Trust for the five years ended December 31, 1996. The data should be read in conjunction with the financial statements and related notes included elsewhere herein.
Years Ended December 31 (Amounts in thousands, except for per share data)
1996 1995 1994 1993 1992 -------- -------- -------- -------- --------
Operating Results:
Revenues $ 2,677 $ 2,858 $ 2,978 $ 2,896 $ 2,839
Net income (loss) 918 753 (1,443) (2,507) (2,567)
Total Assets 22,843 23,802 25,924 29,333 34,207
Long-term obligations 2,047 2,099 3,345 3,268 4,969
Net income (loss) per share $ 0.23 $ 0.18 $ (0.35) $ (0.60) $ (0.61)
Cash distributions per share $ 0.38 $ 0.32 $ 0.26 $ 0.12 $ 0.39
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Trust expects that income, cash in the bank, proceeds from the sale of properties, and borrowings collateralized by properties will adequately meet its liquidity and capital resource requirements in the future.
RESULTS OF OPERATIONS
Comparison of 1996 to 1995 and 1995 to 1994
Effective August 31, 1994, the Trust terminated its agreements with its former advisor and property manager and became self-administered. 1996 was the second full year the Trust was self-administered.
Rent revenues decreased $214,497 in 1996 compared to 1995 due to the sale of 1450 Hatch Road in Ceres, California, in May, 1995, and the sale of Keystone Square in Reno, Nevada, in August, 1996.
Interest revenues decreased $91,099 in 1995 compared to 1994 primarily due to the collection of the $940,000 note receivable collateralized by 151 and 175 Opportunity Street in Sacramento, California, in December, 1994.
A decrease in operating expenses of $24,110 or 8 percent in 1996 compared to 1995 was offset by the purchase of earthquake insurance for 19401 Parthenia in Northridge, California in the amount of $24,602, so that total operating expenses increased by $492.
Operating expenses decreased $498,116 in 1995 compared to 1994. $373,464 of this decrease is due to the cost to repair uninsured earthquake damage at 19401 Parthenia in Northridge, California, incurred in 1994 and $124,652 is due to our focus on cutting expenses.
Property management fees decreased $68,385 or 56 percent in 1995 compared to 1994 because of the termination of the former property management agreement and the hiring of new property managers who provided better service for less money.
Interest expense decreased $102,292 or 38 percent in 1996 compared to 1995 and $331,570 or 55 percent in 1995 compared to 1994 because of lower interest rates and lower outstanding indebtedness.
General and administrative expense decreased $260,057 or 41 percent in 1996 compared to 1995 and $265,248 or 30 percent in 1995 compared to 1994. These decreases were primarily the result of fewer professional fees in 1996 and 1995.
The legal settlement was for the settlement of all litigation with the former advisor of the Trust. The Trust is not now engaged in litigation in any court with any party.
The 1995 gain on sale of properties was attributed to the sale of 1450 Hatch Road in Ceres California, in May, 1995.
Net income was $918,269 or 23 cents per share in 1996 and $752,898 or 18 cents per share in 1995 compared to a net loss of $(1,442,875) or 35 cents per share in 1994.
Funds from operations were $1,555,265 or 38 cents per share in 1996, $1,371,241 or 33 cents per share in 1995 and $333,603 or 8 cents per share in 1994.
The Trust paid distributions per share of 38 cents, 32 cents and 26 cents in 1996, 1995 and 1994, respectively.
IMPACT OF INFLATION
The Trust's operations have not been materially affected by inflation. While the rate of inflation has been relatively low since the Trust commenced operations in October, 1987, even if the rate of inflation were to rise, the Trust anticipates that it would be able to offset most of the impact of higher operating expenses through rent escalation clauses and lease clauses that pass on most of the operating expenses to tenants.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Independent Auditors' Report .............................. 11
Balance Sheets As of December 31, 1996 and 1995 ........................ 12
Statements of Income (Operations) Years Ended December 31, 1996, 1995 and 1994 ............ 13
Statements of Changes in Shareholders' Equity Years Ended December 31, 1996, 1995 and 1994 ............ 14
Statements of Cash Flows Years Ended December 31, 1996, 1995 and 1994 ............ 15
Notes to Financial Statements ............................. 16
Schedule III Real Estate and Accumulated Depreciation ................ 23-26
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees USA Real Estate Investment Trust
We have audited the accompanying balance sheets of USA Real Estate Investment Trust as of December 31, 1996 and 1995 and the related statements of income (operations), changes in shareholders' equity, and cash flows for the years ended December 31, 1996, 1995 and 1994. In connection with our audits of the financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These financial statements and financial statement schedule are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluation of the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USA Real Estate Investment Trust as of December 31, 1996 and 1995 and the results of its operations and its cash flows for the years ended December 31, 1996, 1995 and 1994 in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
Burnett, Umphress & Kilgour
Rancho Cordova, California January 23, 1997
USA REAL ESTATE INVESTMENT TRUST Balance Sheets
December 31, December 31, 1996 1995 ----------- ----------- ASSETS
Rental properties, less accumulated depreciation of $2,271,650 and $2,218,805 in 1996 and 1995, respectively and valuation allowances of $5,060,000 and $5,837,000 in 1996 and 1995, respectively $ 17,939,415 $ 21,153,860 Notes receivable 726,000 818,869 ---------- ----------- 18,665,415 21,972,729
Cash and cash equivalents 3,909,665 1,487,661 Other assets 268,013 341,333 ----------- ----------- Total assets $ 22,843,093 $ 23,801,723 =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities: Long-term notes payable $ 2,047,333 $ 2,098,919 Accounts payable 40,638 35,320 Lease deposits 59,845 70,371 ----------- ----------- Total liabilities 2,147,816 2,204,610 ----------- ----------- Shareholders' Equity: Shares of beneficial interest, par value $1 a share; authorized 7,500,000 shares; 4,042,904 and 4,120,430 shares outstanding in 1996 and 1995, respectively $ 4,042,904 $ 4,120,430 Additional paid-in capital 30,202,139 30,395,534 Distributions in excess of net income (13,549,766) (12,918,851) ----------- ----------- Total shareholders' equity 20,695,277 21,597,113 ----------- ----------- Total liabilities and shareholders' equity $ 22,843,093 $ 23,801,723 =========== ===========
See accompanying notes to financial statements.
USA REAL ESTATE INVESTMENT TRUST Statements of Income (Operations) Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994 ----------- ----------- -----------
Revenues: Rent $ 2,491,986 $ 2,706,483 $ 2,734,558 Interest 184,869 151,851 242,950 ----------- ----------- -----------
2,676,855 2,858,334 2,977,508 ----------- ----------- -----------
Expenses: Operating expenses 308,460 307,968 806,084 Property taxes 227,696 225,342 218,835 Property management fees 48,000 54,000 122,385 Interest 167,777 270,069 601,639 Depreciation and amortization 636,996 655,597 687,478 General and administative 369,657 629,714 894,962 Legal settlement 0 250,000 0 Valuation loss 0 124,000 839,000 ----------- ----------- -----------
1,758,586 2,516,690 4,170,383 ----------- ----------- -----------
Net income (loss) before gain (loss) on sale of rental properties and disposition of promissory note 918,269 341,644 (1,192,875)
Gain (loss) on sale of rental properties and disposition of promissory note 0 411,254 (250,000) ----------- ----------- -----------
Net income (loss) $ 918,269 $752,898 $(1,442,875) =========== =========== ===========
Net income (loss) per share of beneficial interest $ 0.23 $ 0.18 $ (0.35) =========== =========== ===========
Weighted average number of shares $ 4,068,623 $ 4,153,717 $ 4,177,723 =========== =========== ===========
See accompanying notes to financial statements.
USA REAL ESTATE INVESTMENT TRUST Statements of Changes in Shareholders' Equity Years Ended December 31, 1996, 1995 and 1994
Distribu- Total Shares of Additional tions in Share- Beneficial Interest Paid-in Excess of holders' Number Amount Capital Net Income Equity --------- --------- ----------- ------------- ----------- Balance at December 31, 1993 4,177,723 $4,177,723 $30,535,678 $(9,801,497) $24,911,904 --------- --------- ---------- ----------- ----------
Net loss - - - (1,442,875) (1,442,875) Distributions - - - (1,096,725) (1,096,725) --------- --------- ---------- ----------- ---------- Balance at December 31, 1994 4,177,723 4,177,723 30,535,678 (12,341,097) 22,372,304 --------- --------- ---------- ----------- ----------
Redemption of shares (57,293) (57,293) (140,144) - (197,437) Net income - - - 752,898 752,898 Distributions - - - (1,330,652) (1,330,652) --------- --------- ---------- ----------- ---------- Balance at December 31, 1995 4,120,430 4,120,430 30,395,534 (12,918,851) 21,597,113 _________ _________ __________ ___________ __________
Redemption of shares (77,526) (77,526) (193,395) - (270,921) Net income - - - 918,269 918,269 Distributions - - - (1,549,184) (1,549,184) _________ _________ __________ __________ __________
Balance at December 31, 1996 4,042,904 $4,042,904 $30,202,139 $(13,549,766) $20,695,277 ========= ========= ========== ========== ==========
See accompanying notes to financial statements.
15 USA REAL ESTATE INVESTMENT TRUST Statements of Cash Flows For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 918,269 $ 752,898 $(1,442,875) ---------- ---------- ---------- Adjustments to reconcile net income(loss)to net cash provided by operating activities: Depreciation & amortization 636,996 655,597 687,478 Amortization of loan fees 4,290 4,290 21,500 Valuation loss 0 124,000 839,000 (Gain)loss on sale of properties & disposition of promissory note 0 (411,254) 250,000 Bad debt expense 0 0 75,519 Changes in other assets & liabilities: Decrease(increase)in other assets 8,383 180,222 (276,484) Increase(decrease)in accounts payable 5,318 (97,683) (35,988) Decrease in lease deposits (10,526) (3,287) (10,658) Total adjustments to net ---------- ---------- ---------- income(loss) 644,461 451,885 1,550,367 ---------- ---------- ---------- Net cash provided by operating activities 1,562,730 1,204,783 107,492 ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases & improvement of properties (501,586) (1,269,097) (198,338) Proceeds from the sale of properties 3,139,682 3,800,463 0 Collections on notes receivable 92,869 147,178 1,376,624 ---------- ---------- ---------- Net cash provided by investing activities 2,730,965 2,678,544 1,178,286 ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of shares (270,921) (197,437) 0 Proceeds from long-term notes payable 0 0 2,145,000 Payments on long-term notes payable (51,586) (1,245,988) (2,068,236) Payments on line of credit 0 0 (900,000) Distributions paid (1,549,184) (1,330,652) (1,096,725) ---------- ---------- ---------- Net cash used in financing activities (1,871,691) (2,774,077) (1,919,961) ---------- ---------- ---------- Net increase (decrease) in cash 2,422,004 1,109,250 (634,183)
Cash and cash equivalents at beginning of year 1,487,661 378,411 1,012,594 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 3,909,665 $ 1,487,661 $ 378,411 ========== ========== ==========
Interest paid $ 163,487 $ 270,069 $ 618,666 ========== ========== ==========
See accompanying notes to financial statements.
USA REAL ESTATE INVESTMENT TRUST Notes to Financial Statements
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General: USA Real Estate Investment Trust (the "Trust") was organized under the laws of the State of California pursuant to a Declaration of Trust dated October 7, 1986. The Trust commenced operations on October 19, 1987, upon the sale of the minimum offering amount of shares of beneficial interest. Effective August 31, 1994, the Trust terminated its agreements with its former advisor and its former property manager and became a self-administered real estate investment trust. At the Trust's 1994 Annual Meeting of Shareholders held on December 29, 1994, the Trust's shareholders approved an amendment to the Trust's Declaration of Trust which changed the name of the Trust from Commonwealth Equity Trust USA to its current name.
Cash Equivalents: For purposes of the statement of cash flows, all certificates of deposit with original maturities of ninety days or less are considered cash equivalents.
Rental Properties: Rental properties are carried at cost, net of accumulated depreciation and less an allowance for possible valuation loss. An allowance for possible investment losses is recognized when the carrying value of individual properties exceeds their appraised value or estimated net realizable value. A gain or loss will be recorded to the extent that the amounts ultimately realized from property sales differ from those currently estimated.
The cost of buildings and improvements is depreciated on a straight-line basis over estimated useful lives of 40 years.
Distributions in Excess of Net Income: The Trust has a general policy of distributing cash to its shareholders in an amount that approximates taxable income plus noncash charges such as depreciation and amortization. As a result, distributions to shareholders exceed cumulative net income.
Income Taxes: The Trust has elected to be taxed as a real estate investment trust. Accordingly, the Trust does not pay income tax on income because income distributed to shareholders is at least equal to 95 percent of its taxable income.
Net Income (Loss) Per Share: The net income (loss) per share is computed based on the weighted-average number of shares of 4,068,623, 4,153,717, and 4,177,723 during 1996, 1995 and 1994, respectively.
Concentration of Credit Risk: The Trust operates in one industry segment. The Trust's properties and the collateral for its notes receivable are all located in California.
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
(2) TRANSACTIONS WITH FORMERLY AFFILIATED PARTIES
B&B Property Investment, Development and Management Company, Inc. ("B&B") served as advisor to the Trust, and B&B Property Investments, Inc., a wholly owned subsidiary of B&B, served as property manager for the Trust from inception through August 30, 1994. Effective August 31, 1994, the Trust terminated its agreements with B&B and B&B Property Investments, Inc. In June, 1995, the Trust settled all claims and cross claims between the Trust and B&B and its related parties by the payment to the principal of B&B, Jeffrey Berger, of $250,000.
Compensation and reimbursement to B&B and B&B Property Investments, Inc. was $153,042 in 1994, of which $129,587 was for property management fees and $23,455 was for leasing commissions.
(3) ALLOWANCE FOR VALUATION LOSSES
The Trust recorded allowances for valuation losses on rental properties of $124,000 and $839,000 in 1995 and 1994, respectively. The Trust charged $777,000 and $338,000 against the valuation allowance in connection with the sale of properties in 1996 and 1995 and $600,000 in connection with the disposition of a note receivable in 1994.
(4) NOTES RECEIVABLE
Notes receivable consist of one note as of December 31, 1996 and two notes as of December 31, 1995, all collateralized by properties in California. As of December 31, 1996, the $726,000 note bears interest at 8 percent per annum and is payable in monthly installments of interest only until October 8, 2000, when the entire note is due. The aggregate fair value of the notes receivable approximates the carrying value as of December 31, 1996 and December 31, 1995.
(5) LONG-TERM NOTES PAYABLE
As of December 31, 1996 and 1995, the Trust had a long-term note payable collateralized by a property in California. The amount of the note was $2,047,333 at December 31, 1996, and $2,098,919 at December 31, 1995. As of December 31, 1996, the long-term note payable bears interest at 7 5/8 percent. Scheduled principal payments over the next three years are as follows: $55,374, $59,780 and $1,932,179, respectively. The fair value of the note approximates the carrying value as of December 31, 1996 and 1995. Rates currently available to the Trust for debt with similar terms and maturity were used to estimate the fair value of the note.
(6) DISTRIBUTIONS
Cash distributions per share of beneficial interest for Federal income tax purposes for the past three years were: 1 percent of the distributions paid in 1996 were capital gains, 13 percent were ordinary income and 86 percent were return of capital; 6 percent of the distributions paid in 1995 were capital gains, 37 percent were ordinary income and 57 percent were return of capital; 100 percent of the distributions paid in 1994 were a return of capital.
(7) RENT UNDER OPERATING LEASES
Noncancelable operating leases provide for minimum rent during each of the next five years of $1,866,857, $1,305,676, $1,128,952, $855,224, and $748,187, respectively, and in aggregate $1,519,828 thereafter. The above assumes that all leases which expire are not renewed, therefore neither renewal rent nor rent from replacement tenants is included.
19 PART III.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT GENERAL
The Trust has no employees. It is administered by its Trustees and by its Chairman, and by independent contractors who work under the supervision thereof.
THE TRUSTEES
The trustees of the Trust are as follows:
Trustee Name Age Since Office ---- --- ------- ------
Gregory E. Crissman 45 1986 Trustee and Chairman and Chief Financial Officer Benjamin A. Diaz 63 1988 Trustee and Secretary William M. Gallagher 77 1992 Trustee Joyce A. Marks 62 1986 Trustee
The following is a brief description of the background and business experience of each Trustee.
GREGORY E. CRISSMAN. Mr. Crissman is the Chairman and Chief Financial Officer of the Trust. He has over 20 years of experience in real estate, accounting, auditing, and taxation. He also served as Chairman of the Board of California Real Estate Investment Trust, a New York Stock Exchange listed real estate investment trust, and was its Chief Financial Officer from 1989 until 1993. Mr. Crissman was an Executive Vice President of B&B Property Investment, Development and Management Company, Inc. ("B&B"), from 1983 until 1990 and from 1992 until 1993. In addition, Mr. Crissman was a director of B&B and was President of B&B from 1990 until 1992. From 1976 to 1979 Mr. Crissman worked at Bowman & Company, an accounting firm in Stockton, California. In 1976 Mr. Crissman received his BS degree with honors from the California State University at Sacramento and is a Certified Public Accountant. Mr. Crissman is also a member of the American Institute of Certified Public Accountants.
BENJAMIN A. DIAZ. The Honorable Benjamin A. Diaz is a retired judge of the Superior Court of California. He served as a judge of the Sacramento County Superior Court from April, 1976, to May, 1986. He has been engaged in private practice in Sacramento, California, as a partner in the law firm of Grossfield and Diaz from June, 1986, to September, 1987, and in the law firm of Diaz & Gebers, specializing in real estate transactions, general practice, litigation, business law, and personal injury matters from October, 1987 to December, 1991. From January, 1992, to the present, Judge Diaz has been engaged in pro tem judging, arbitration, mediation and consulting services. Mr. Diaz received his Juris Doctor degree from the University of Pacific, McGeorge School of Law, Sacramento, California, in 1966. Prior to serving on the bench, Mr. Diaz had extensive tax and auditing experience with the State of California Franchise Tax Board, dealing with large corporate unitary tax audits, and with the California State Board of Equalization.
WILLIAM M. GALLAGHER. The Honorable William M. Gallagher is a retired judge of the Superior Court of California. He served as a judge of the Sacramento County Superior Court from 1964 until 1980, and of the Sacramento Municipal Court from 1961 to 1964. Mr. Gallagher received his Juris Doctor degree from Hastings College of the Law in San Francisco. After 1980, Mr. Gallagher was engaged in private practice as a partner in the law firm of Hefner, Stark & Marois in Sacramento, California, specializing in Chapter 11 bankruptcy, lender liability litigation and real estate related transactions.
JOYCE A. MARKS. Ms. Marks has been employed by the Bank of America for more than forty years. During her career with Bank of America, Ms. Marks had extensive experience with land development and subdivision financing, including construction and take-out financing for commercial properties. Ms. Marks was for many years active in the Building Industry Association of Sacramento and from 1976 to 1983 served as a board member of, and in 1983 as President of, its Associate Counsel. Ms. Marks received Bank of America's Award for Excellence in 1985. Her most recent positions include Senior Sales Training Specialist, Marketing Officer, Branch Manager and Credit Administrator at one of Bank of America's Regional Headquarters.
Trustees of the Trust are elected annually by the Trust's shareholders and hold office until their successors are duly elected and qualified. No family relationship exists between any Trustee and any other Trustee. No arrangement exists or existed between any Trustee and any other person or entity pursuant to which the Trustee was selected as a Trustee or nominee.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF OFFICERS
During 1995, the Trust was managed by its Trustees as a self-administered real estate investment trust. The Trust has the following officers: Chairman, Chief Financial Officer, and Secretary. No officer except Gregory E. Crissman is compensated by the Trust in his capacity as a officer. During 1995, none of the Trust's officers received compensation in excess of $24,000.
Summary Compensation Table
Total Long-Term Name and Officer Annual and other Principal Position Year Compensation Compensation Compensation - ----------------------------- ---- ------------ ------------ ------------
Gregory E. Crissman, Chairman 1996 $48,000 $67,063 (1) None
(1) Includes fees of $1,250 or $313 for each meeting of the Trustees attended. COMPENSATON OF TRUSTEES
During 1996 and currently, the Trustees receive $1,250 or $313 for each Trustees' meeting attended plus direct expenses incurred in connection with such attendance. There are currently no plans to alter this compensation schedule. No Trustee received compensation under any other arrangement during 1996. The Trust does not maintain a nominating or compensation committee or any other standing committee. However, the Trustees have authority to establish such committees and to compensate committee members as appropriate for their service. During 1996, the Trust had twelve regular and four special meetings of its Trustees. No Trustee attended less than 75 percent of the meetings held by the Trustees.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 28, 1997, the number of Shares owned by each person who is known by the Trust to own beneficially more than 5 percent of its outstanding Shares and the Trustees and officers of the Trust as a group. No Trustee beneficially owns any shares of the Trust except as set forth below. The Trust has been advised that all of such Shares are beneficially owned and the sole investment and voting power is held by the persons named:
Amount and Nature of Percent Name and Address of Beneficial Owner Beneficial Ownership of Class ------------------------------------ -------------------- --------
Gregory E. Crissman, Chairman and Trustee 1,400 .00035 2561 Fulton Square Lane, #55 Sacramento, CA 95821
All Trustees and officers as a group 1,400 .00035
During 1996, based upon a review of the Forms 3, 4 and 5 on file with the Trust, it does not appear that any officer or trustee failed to file such a required report on a timely basis.
No person is known to the Trust to hold 10 percent or more of the Trust's outstanding Shares.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV.
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS Page ----
Independent Auditors' Report ...................... 11
Balance Sheets: December 31, 1996 and 1995 ....... 12
Statements of Income (Operations): Years Ended December 31, 1996, 1995 and 1994 ................ 13
Statements of Changes in Shareholders' Equity: Years Ended December 31, 1996, 1995 and 1994 .... 14
Statements of Cash Flows: Years Ended December 31, 1996, 1995 and 1994 ................ 15
Notes to Financial Statements ..................... 16-18
(a)(2) FINANCIAL STATEMENT SCHEDULES
Schedule III - Real Estate and Accumulated Depreciation .................................... 23-26
The statements and schedules referred to above should be read in conjunction with the financial statements and notes thereto included in Part II of this Form 10-K. Schedules not included in this item have been omitted because they are not applicable or because the required information is presented in the financial statements or notes thereto.
(a)(3) LIST OF EXHIBITS
3.1(1) Form of Amended and Restated Declaration of Trust of Commonwealth Equity Trust USA
3.2(1) Form of Bylaws of the Board of Trustees
3.4(2) Amendments to Sections 2.3.1, 2.3.7, 2.3.8, 2.4.2 and 2.4.3 of the Amended and Restated Declaration of Trust of Commonwealth Equity Trust USA (adopted on August 29, 1988 at the 1988 Annual Meeting)
4.1(1) Article VIII of Exhibit 3.1
4.2(1) Form of Share Certificate
(b) REPORTS ON FORM 8-K
None. USA REAL ESTATE INVESTMENT TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996
Page 1, Part A __________________ ____________ ___________________________ Column A Column B Column C __________________ ____________ ___________________________
---Initital Cost to Trust--
Buildings Improvements, & Personal Decription Encumbrances Land Property __________________ ____________ ____________ ____________
RETAIL: 170-174 West Shaw Avenue, Clovis, California $ 2,047,333 $ 1,690,000 $ 2,542,532 7390 Greenback Lane, Citrus Heights, California - 533,000 179,333 3090 Sunrise Blvd., Rancho Cordova, California - 450,000 - 19401 Parthenia Street, Northridge, California - 5,770,000 3,100,000 1056 Harbor Blvd., West Sacramento, California - 716,500 -
____________ ____________ ____________ Total Retail 2,047,333 9,159,500 5,821,865 ____________ ____________ ____________
INDUSTRIAL: 4350 Pell Drive, Sacramento, California - 1,500,000 2,213,325
____________ ____________ ____________ Total Industrial - 1,500,000 2,213,325 ____________ ____________ ____________
OFFICE: One Scripps Drive, Sacramento, California - 650,000 2,274,888
____________ ____________ ____________ Total Office - 650,000 2,274,888 ____________ ____________ ____________ $ 2,047,333 $ 11,309,500 $ 10,310,078 ============ ============ ============
USA REAL ESTATE INVESTMENT TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996
Page 1, Part B __________________ _____________________________ Column A Column D __________________ _____________________________
Cost Capitalization Subsequent to ---------Acquisition---------
Description Improvements Carrying Cost __________________ _____________ _____________
RETAIL: 170-174 West Shaw Avenue, Clovis, California $ 7,300 $ - 7390 Greenback Lane, Citrus Heights, California 3,457 - 3090 Sunrise Blvd., Rancho Cordova, California - - 19401 Parthenia Street, Northridge, California 2,412,355 - 1056 Harbor Blvd., West Sacramento, California 6,087 -
_____________ _____________ Total Retail 2,429,199 - _____________ _____________
INDUSTRIAL: 4350 Pell Drive, Sacramento, California 96,657 -
_____________ _____________ Total Industrial 96,657 - _____________ _____________
OFFICE: One Scripps Drive, Sacramento, California 1,125,631 -
_____________ _____________ Total Office 1,125,631 - _____________ _____________ $ 3,651,487 $ - ============= =============
USA REAL ESTATE INVESTMENT TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996
Page 1, Part C __________________ _________________________________________________________ Column A Column E __________________ _________________________________________________________
Gross Amount at Which ----------------Carried at Close of Period---------------
Valuation Buildings & Write Description Land Improvements Down Total __________________ ____________ ____________ ____________ ____________
RETAIL: 170-174 West Shaw Avenue, Clovis, California $ 1,690,000 $ 2,549,832 $ 590,000 $ 3,649,832 7390 Greenback Lane, Citrus Heights, California 533,000 182,790 102,000 613,790 3090 Sunrise Blvd., Rancho Cordova, California 450,000 - - 450,000 19401 Parthenia Street, Northridge, California 5,770,000 5,512,355 3,483,000 7,799,355 1056 Harbor Blvd., West Sacramento, California 716,500 6,087 115,000 607,587
____________ ____________ ____________ ____________ Total Retail 9,159,500 8,251,064 4,290,000 13,120,564 ____________ ____________ ____________ ____________
INDUSTRIAL: 4350 Pell Drive, Sacramento, California 1,500,000 2,309,982 - 3,809,982
____________ ____________ ____________ ____________ Total Industrial 1,500,000 2,309,982 - 3,809,982 ____________ ____________ ____________ ____________
OFFICE: One Scripps Drive, Sacramento, California 650,000 3,400,519 770,000 3,280,519
____________ ____________ ____________ ____________ Total Office 650,000 3,400,519 770,000 3,280,519 ____________ ____________ ____________ ____________ $ 11,309,500 $ 13,961,565 $ 5,060,000 $ 20,211,065 ============ ============ ============ ============
USA REAL ESTTE INVESTMENT TRUST SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996
Page 1, Part D __________________ ____________ ____________ ____________ ____________ Column A Column F Column G Column H Column I __________________ ____________ ____________ ____________ ____________
Life on Which Depreciation in Latest Accumulated Date of Date Statement is Description Depreciation Construction Acquired Computed __________________ ____________ ____________ ____________ ____________
RETAIL: 170-174 West Shaw Avenue, Clovis, California $ 417,744 1985 05/90 40 years 7390 Greenback Lane, Citrus Heights, California 28,565 1980 08/90 40 years 3090 Sunrise Blvd., Rancho Cordova, California - N/A 10/90 N/A 19401 Parthenia Street, Northridge, California 1,275,142 1973 11/90 40 years 1056 Harbor Blvd., West Sacramento, California 63 N/A 12/92 N/A
____________ Total Retail 1,721,514 ____________
INDUSTRIAL: 4350 Pell Drive, Sacramento, California 261,181 1975 09/92 40 years
____________ Total Industrial 261,181 ____________
OFFICE: One Scripps Drive, Sacramento, California 288,955 40 years
____________ Total Office 288,955 ____________ $ 2,271,650 ============
USA REAL ESTATE INVESTMENT TRUST Signatures
Pursuant to the requirements of Section 13 of 15(d) 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.
Dated: March 25, 1997 USA Real Estate Investment Trust --------------------
Gregory E. Crissman By: ------------------------------- Gregory E. Crissman as Chief Financial Offficer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Dated: March 25, 1997 Gregory E. Crissman ------------------- By: ------------------------------- Gregory E. Crissman Chairman
Dated: March 25, 1997 Benjamin A. Diaz ------------------- By: ------------------------------- Benjamin A. Diaz Trustee
Dated: March 25, 1997 William M. Gallagher ------------------- By: ------------------------------- William M. Gallagher Trustee
Dated: March 25, 1997 Joyce A. Marks ------------------- By: ------------------------------- Joyce A. Marks Trustee EXHIBIT INDEX
Exhibit No. Description - ----------- -----------
27 Financial Data Schedule