<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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
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or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
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Commission file number 0-9727
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CORPORATE PROPERTY ASSOCIATES 2
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(Exact name of registrant as specified in its charter)
CALIFORNIA 13-3022196
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
(212) 492-1100
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(Registrant's telephone number, including area code)
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(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.
[X] Yes No [ ]
<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
INDEX
Page No.
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PART I
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Item 1. - Financial Information*
Consolidated Balance Sheets, December 31, 1996 and
March 31, 1997
2
Consolidated Statements of Income for the three
months ended March 31, 1996 and 1997 3
Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and 1997 4
Notes to Consolidated Financial Statements 5-6
Item 2. - Management's Discussion of Operations 7
PART II
- -------
Item 6. - Exhibits and Reports on Form 8-K 8
Signatures 9
*The summarized financial information contained herein is unaudited; however in
the opinion of management, all adjustments necessary for a fair presentation of
such financial information have been included.
- 1 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
PART I
------
Item 1. - FINANCIAL INFORMATION
-------------------------------
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
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(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Land and buildings, net of
accumulated depreciation of
$5,850,679 at December 31, 1996 and $11,756,075 $11,020,427
$5,844,629 at March 31, 1997
Net investment in direct
financing leases 20,259,530 20,314,462
Real estate held for sale 1,024,095
Cash and cash equivalents 1,066,861 850,828
Other assets 600,057 719,674
----------- -----------
Total assets $33,682,523 $33,929,486
=========== ===========
LIABILITIES:
Mortgage notes payable $ 7,787,061 $ 7,570,856
Accrued interest payable 75,233 72,155
Accounts payable and accrued expenses 66,050 78,670
Prepaid rental income and security deposits 283,694 283,694
Accounts payable to affiliates 63,447 57,706
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Total liabilities 8,275,485 8,063,081
----------- -----------
PARTNERS' CAPITAL:
General Partners 208,334 212,928
Limited Partners (54,900 Limited Partnership
Units issued and outstanding) 25,198,704 25,653,477
----------- -----------
Total partners' capital 25,407,038 25,866,405
----------- -----------
Total liabilities and
partners' capital $33,682,523 $33,929,486
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Note: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date.
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<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income from operating leases $ 425,582 $ 534,986
Interest income from direct financing leases 672,229 676,101
Other interest income 10,710 15,827
---------- ----------
1,108,521 1,226,914
---------- ----------
Expenses:
Interest 179,948 141,205
Depreciation 125,233 129,855
General and administrative 69,951 69,875
Property expenses 133,930 71,582
Amortization 2,175 1,785
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511,237 414,302
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Net income $ 597,284 $ 812,612
========== ==========
Net income allocated
to General Partners $ 5,973 $ 8,126
========== ==========
Net income allocated
to Limited Partners $ 591,311 $ 804,486
========== ==========
Net income per Unit:
(54,900 Limited
Partnership Units) $10.77 $14.65
====== ======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1996 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $597,284 $ 812,612
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 127,408 131,640
Interest income on direct financing leases
In excess of scheduled rents (46,986) (54,932)
Net change in operating assets and liabilities (26,916) (117,601)
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Net cash provided by operating activities 650,790 771,719
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Cash flows from investing activities:
Additional capitalized costs (418,302)
------------
Net cash used in investing activities (418,302)
------------
Cash flows from financing activities:
Distributions to partners (385,556) (353,245)
Payments of note payable to affiliate (250,000)
Payments on mortgage principal (256,142) (216,205)
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Net cash used in financing activities (891,698) (569,450)
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Net decrease in
cash and cash equivalents (240,908) (216,033)
Cash and cash equivalents, beginning of period 577,506 1,066,861
----------- -----------
Cash and cash equivalents, end of period $ 336,598 $ 850,828
=========== ===========
Supplemental disclosure of cash flows information:
Interest paid $ 182,864 $ 144,283
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
- 4 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
NOTES TO CONSOLIDATED 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 $3,532 $349,713 $6.37
====== ======== =====
A distribution of $6.38 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 $22,460 and $33,135, respectively, and general and
administrative expense reimbursements of $15,179 and $15,354, respectively,
payable to an affiliate.
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 $16,084 and $12,028, respectively.
- 5 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
NOTES TO CONSOLIDATED 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 operating revenues (rental
income plus interest income from financing leases) from the following lease
obligors:
<TABLE>
<CAPTION>
1996 % 1997 %
---- ---- ---- ----
<S> <C> <C> <C> <C>
Unisource Worldwide, Inc........ $ 329,168 30% $ 329,168 27%
Prefinish Metals Incorporated... 238,052 22 241,316 20
Gibson Greetings, Inc........... 207,281 19 208,006 17
Cleo, Inc....................... 109,994 10 113,152 9
AT&T Corporation 73,984 7 74,073 6
New Valley Corporation.......... 59,233 5 59,132 5
Excel Telecommunications, Inc... 52,241 4
B&G Contract Packaging, Inc..... 42,000 4
Maybelline Products Co., Inc.... 39,000 3 39,000 3
Sports & Recreation, Inc........ 30,273 3
Other........................... 41,099 4 22,726 2
---------- --- ---------- ---
$1,097,811 100% $1,211,087 100%
========== === ========== ===
</TABLE>
Note 5. Property in Moorestown, New Jersey:
---------------------------------
In April 1997, the Partnership and Corporate Property Associates 3 ("CPA:3"), an
affiliate, who own a property in Moorestown, New Jersey as tenants-in-common
with 39% and 61% interests, respectively, entered into an agreement to sell the
property for $4,500,000 (of which the Partnership's share is approximately
$1,755,000), less selling costs.
The property is currently subject to a net lease with Sports & Recreation, Inc.
("Sports & Recreation"). During 1996, Sports & Recreation indicated to the
Partnership and CPA:3 that it had decided not to occupy the property and would
seek to terminate the lease. Sports & Recreation has continued to meet its
lease obligations.
The sales agreement provides the purchaser a period of 90 days to complete the
inspection of the property. If based on the inspections, the purchaser is not
satisfied, the purchaser may elect to terminate the sales agreement. The sale
is also contingent upon reaching a lease termination agreement with Sports and
Recreation and obtaining permits and approvals from the Township of Moorestown
prior to October 1, 1997. If all of the conditions are met, the sale will occur
between August 1, 1997 and December 15, 1997. There is no assurance that the
sale will be completed.
In connection with the proposed sale, the $1,024,095 carrying value of the
property has been classified as real estate held for sale.
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<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
-----------------------------------------------
Results of Operations:
- ---------------------
The increase in net income of $215,000 for the three-month period ended March
31, 1997 as compared with the similar period ended March 31, 1996 was due to an
increase in lease revenues and decreases in property and interest expenses. The
increase in lease revenues and the decrease in property expenses were due to the
commencement of leases in July 1996 and December 1996 for the Partnership's
properties in Moorestown, New Jersey and Reno, Nevada, respectively. Primarily,
as a result of the Moorestown lease with Sports & Recreation, Inc. and the Reno
lease with Excel Telecommunications, Inc., lease revenues for the three-month
period increased by $113,000. In addition, with the commencement of the Excel
and Sports & Recreation leases, property-related costs for Reno and Moorestown
such as insurance and real estate taxes are paid by the lessees rather than
absorbed by the Partnership. Interest expense decreased due to the continuing
amortization of the mortgage loan on the Prefinish Metals Incorporated property
and refinancing, at a lower rate of interest, an existing limited recourse
mortgage loan on the Unisource Worldwide, Inc. property in June 1996.
If the sale of the Moorestown property is completed, annual revenues and cash
flow will decrease by $121,000. There is no assurance that the sale will be
completed. In April 1997, Maybelline Products Co., Inc. exercised its option to
terminate its lease, effective July 1, 1997, for 50% of the leasable space at
the Partnership's warehouse and distribution facility in Maumelle, Arkansas.
The Partnership is currently attempting to remarket the property. B&G Contract
Packaging Inc. which leases the other 50% of leasable space has a right of first
refusal for the vacated space and may elect to expand its operations at the
facility. Annual rent from Maybelline lease was $156,000. In addition,
Maybelline reimbursed the Partnership for property expenses related to its
occupancy.
Financial Condition:
- -------------------
There has been no material change in the Partnership's financial condition
since December 31, 1996. The decrease in cash of $216,000 was caused by the use
of $418,000 of cash reserves to fund completion of tenant improvements for Excel
in connection with retrofitting the Reno property. Cash provided from operating
activities of $772,000 was sufficient to fund distributions to partners of
$353,000 and scheduled mortgage principal payments of $216,000.
The Partnership has entered into preliminary discussions with AT&T
Corporation regarding funding an expansion of the AT&T property in Bridgeton,
Missouri. In exchange for funding improvements, the lease term would be
extended. There is no assurance that an agreement will be completed. If
necessary, the Partnership has sufficient capacity to fund any expansion of the
AT&T property. If the sale of Moorestown property is completed, the
Partnership's share of proceeds from the sale are estimated to be $1,755,000,
before selling costs. The sale would not occur prior to August 1, 1997.
The General Partners are currently investigating ways to provide liquidity for
limited partners on a tax-effective basis.
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<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(a California limited partnership)
PART II
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Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits:
None
(b) Reports on Form 8-K:
During the quarter ended March 31, 1997, the Partnership was not
required to file any reports on Form 8-K.
- 8 -
<PAGE>
CORPORATE PROPERTY ASSOCIATES 2
(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 2
(a California limited partnership)
By: W.P. CAREY & CO., INC.
5/8/97 By: /s/ Claude Fernandez
--------- -----------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
5/8/97 By: /s/ Michael D. Roberts
--------- -----------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
- 9 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE
THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 850820
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 850820
<PP&E> 37179518
<DEPRECIATION> 5844629
<TOTAL-ASSETS> 33929486
<CURRENT-LIABILITIES> 492225
<BONDS> 7570856
0
0
<COMMON> 0
<OTHER-SE> 25866405
<TOTAL-LIABILITY-AND-EQUITY> 33929486
<SALES> 0
<TOTAL-REVENUES> 1226914
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 271312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 141205
<INCOME-PRETAX> 812612
<INCOME-TAX> 0
<INCOME-CONTINUING> 812612
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 812612
<EPS-PRIMARY> 14.65
<EPS-DILUTED> 14.65
</TABLE>
