-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vu5H6bEynbObGdIF0rmP04U9nh3R5HnvZA6somuu+BPkZyOsk+MawPYGbK1Hr471 EdG9blERbVbGCsJCLP1lJQ== 0000950123-97-007589.txt : 19970912 0000950123-97-007589.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950123-97-007589 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970904 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE PROPERTY ASSOCIATES 4 CENTRAL INDEX KEY: 0000706005 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 133126150 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-11982 FILM NUMBER: 97675387 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 10-Q/A 1 CORPORATE PROPERTY ASSOCIATES 4 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-11982 CORPORATE PROPERTY ASSOCIATES 4, A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) CALIFORNIA 13-3126150 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020 (Address of principal executive offices) (Zip Code)
(212) 492-1100 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No 2 CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership PART I Item 1. - FINANCIAL INFORMATION BALANCE SHEETS
December 31, March 31, 1996 1997 ----------- ----------- (Note) (Unaudited) ASSETS: Land and buildings, net of accumulated depreciation of $13,487,845 at December 31, 1996 and $13,698,777 at March 31, 1997 $13,577,116 $13,366,184 Net investment in direct financing leases 18,193,555 6,184,984 Real estate held for sale 12,000,000 Cash and cash equivalents 4,668,645 2,654,271 Other assets 1,628,031 2,126,702 Equity investment 3,999,632 3,965,239 ----------- ----------- Total assets $42,066,979 $40,297,380 =========== =========== LIABILITIES: Mortgage notes payable $10,699,799 $ 8,074,656 Accrued interest payable 82,827 63,720 Accounts payable and accrued expenses 288,509 271,164 Accounts payable to affiliates 146,447 130,703 Prepaid rental income 46,800 ----------- ----------- Total liabilities 11,264,382 8,540,243 ----------- ----------- PARTNERS' CAPITAL: General Partners 210,626 267,899 Limited Partners (85,528 Limited Partnership Units issued and outstanding at December 31, 1996 and March 31, 1997) 30,591,971 31,489,238 ----------- ----------- Total partners' capital 30,802,597 31,757,137 ----------- ----------- Total liabilities and partners' capital $42,066,979 $40,297,380 =========== ===========
The accompanying notes are an integral part of the financial statements. Note: The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date. -2- 3 CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended March 31, 1996 March 31, 1997 -------------- -------------- Revenues: Rental income from operating leases $ 835,341 $1,636,624 Interest income from direct financing leases 828,134 826,794 Other interest income 95,356 51,852 Other income 186,395 ---------- ---------- 1,758,831 2,701,665 ---------- ---------- Expenses: Interest on mortgages 435,472 289,839 Depreciation 276,615 210,932 General and administrative 90,888 154,626 Property expenses 67,060 113,851 Amortization 25,767 7,759 ---------- ---------- 895,802 777,007 ---------- ---------- Income before income from equity investments 863,029 1,924,658 Income from equity investment 147,205 Earnings from hotel operation 432,793 ---------- ---------- Net income $1,295,822 $2,071,863 ========== ========== Net income allocated to General Partners $ 77,749 $ 124,312 ========== ========== Net income allocated to Limited Partners $1,218,073 $1,947,551 ========== ========== Net income per Unit (85,568 and 85,528 Limited Partnership Units at March 31, 1996 and 1997) $ 14.24 $ 22.77 ========== ==========
The accompanying notes are an integral part of the financial statements. -3- 4 CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, ------------------------------ 1996 1997 ----------- ----------- Cash flows from operating activities: Net income $ 1,295,822 $ 2,071,863 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 302,382 218,691 Scheduled rents in excess of (less than) income on direct financing leases and straight-line adjustments on operating leases 2,803 (352,650) Net change in operating assets and liabilities (28,448) (244,205) ----------- ----------- Net cash provided by operating activities 1,572,559 1,693,699 ----------- ----------- Cash flows from investing activities: Additional capitalized costs (3,394) Distributions from equity investment in excess of equity income 34,393 ----------- ----------- Net cash (used in) provided by investing activities (3,394) 34,393 ----------- ----------- Cash flows from financing activities: Distributions to partners (1,109,563) (1,117,323) Payments on mortgage principal (230,616) (220,143) Prepayment of mortgage payable (2,405,000) ----------- ----------- Net cash used in financing activities (1,340,179) (3,742,466) ----------- ----------- Net increase (decrease) in cash and cash equivalents 228,986 (2,014,374) Cash and cash equivalents, beginning of period 7,579,071 4,668,645 ----------- ----------- Cash and cash equivalents, end of period $ 7,808,057 $ 2,654,271 =========== =========== Supplemental disclosure of cash flows information: Interest paid $ 438,686 $ 308,946 =========== ===========
The accompanying notes are an integral part of the financial statements. -4- 5 CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1. Basis of Presentation: The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1996. Note 2. Distributions to Partners: Distributions declared and paid to partners during the three months ended March 31, 1997 are summarized as follows:
Quarter Ended General Partners Limited Partners Per Limited Partner Unit - ----------------- ---------------- ---------------- ------------------------ December 31, 1996 $67,039 $1,050,284 $12.28 ======= ========== ======
A distribution of $12.29 per Limited Partner Unit for the quarter ended March 31, 1997 was declared and paid in April 1997. Note 3. Transactions with Related Parties: For the three-month periods ended March 31, 1996 and 1997, the Partnership incurred management fees of $22,024 and $66,637 respectively, and general and administrative expense reimbursements of $22,941 and $64,833 respectively, payable to an affiliate. Management believes that ultimate payment of a preferred return to the General Partners of $857,754, based upon cumulative proceeds of sales of assets, is reasonably possible but not probable, as defined pursuant to Statement of Financial Accounting Standards No. 5. The Partnership, in conjunction with certain affiliates, is a participant in a cost sharing agreement for the purpose of renting and occupying office space. Under the agreement, the Partnership pays its proportionate share of rent and other costs of occupancy. Net expenses incurred for the three months ended March 31, 1996 and 1997 were $18,412 and $22,027 respectively. -5- 6 CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED) Note 4. Industry Segment Information: The Partnership's operations consist of the investment in and the leasing of industrial and commercial real estate. For the three-month periods ended March 31, 1996 and 1997, the Partnership earned its total lease revenues (rental income plus interest income from financing leases) from the following lease obligors:
1996 % 1997 % ---- --- ---- --- Hughes Markets, Inc. $ 378,797 23% $1,203,649 49% Simplicity Manufacturing, Inc. 499,178 30 499,178 20 Brodart Co. 328,956 20 327,616 13 Continental Casualty Company 189,962 11 189,962 8 Family Dollar Stores, Inc. 136,800 8 140,400 6 Petrocon Engineering, Inc. 93,604 6 66,435 3 Winn-Dixie Stores, Inc. 36,178 2 36,178 1 ---------- --- ---------- --- $1,663,475 100% $2,463,418 100% ========== === ========== ===
Note 5. Equity Investment: The Partnership owns 427,008 limited partnership units in American General Hospitality Operating Partnership, L.P., the operating partnership of American General Hospitality Corporation ("AGH"), a publicly-traded real estate investment trust. The Partnership's investment in the operating partnership is accounted for under the equity method. AGH's audited financial statements reported total assets of $243,115,000 and shareholders' equity of $127,461,000 as of December 31, 1996 and, total revenues of $13,496,000 and net income of $5,129,000 for the period from July 31, 1996 through December 31, 1996. Note 6. Real Estate Held For Sale: On March 25, 1997, Simplicity Manufacturing, Inc. ("Simplicity") notified the Partnership that it was exercising its option to purchase the property it leases from the Partnership in Port Washington, Wisconsin on April 1, 1998. The option price will be the greater of $9,684,000 or fair market value, capped at $12,000,000. An appraisal process to determine fair market value has commenced. After paying the limited recourse mortgage loan, the Partnership will realize cash proceeds of up to $7,678,000 and no less than $5,362,000, before any selling costs. Annual cash flow from the property (rent less mortgage debt service on the property) is $934,000. -6- 7 CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORPORATE PROPERTY ASSOCIATES 4, a California limited partnership By: CAREY CORPORATE PROPERTY, INC. 09/03/97 BY: /s/ Steven M. Berzin - ---------------- --------------------------------- Date Steven M. Berzin Executive Vice President and Chief Financial Officer (Principal Financial Officer) 09/03/97 BY: /s/ Claude Fernandez - ---------------- --------------------------------- Date Claude Fernandez Executive Vice President and Chief Administrative Officer (Principal Accounting Officer) -7- -----END PRIVACY-ENHANCED MESSAGE-----