SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Nine Months Ended September 30, 1998 Commission File Number 0-5537
INVESTMENT PROPERTIES ASSOCIATES
(Exact name of registrant as specified in its charter)
NEW YORK 13-2647723
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
60 East 42nd Street, New York, New York 10165
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 880-0389
NOT APPLICABLE
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. YES [X] NO [ ]
Total Number of Pages 10
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
I N D E X
Page Number
-----------
PART 1: Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6 & 7
Management's Discussion and Analysis
of Financial Condition and
Results of Operations 8
PART 2: Other Information 9
SIGNATURES 10
-2-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
BALANCE SHEETS
AS AT SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
SEPTEMBER 30, DECEMBER 31,
1998 1997
-------------- ------------
(Unaudited) (Note)
ASSETS
Real estate, at cost $ 72,999,716 $ 139,257,942
Less: Accumulated depreciation and
amortization 45,636,971 95,613,778
------------ ------------
27,362,745 43,644,164
Less: Allowance for loss on impairment of
real estate 2,733,895 2,733,895
------------ ------------
24,628,850 40,910,269
Cash and cash equivalents 76,155,034 2,240,190
Due from managing agent
(Helmsley-Spear, Inc.) including
tenants' security deposits of
$1,582,515 (1998) and $1,595,372 (1997) 1,854,730 2,712,979
Receivables, principally from rentals 1,148,572 1,459,925
Other deferred charges including deferred
leasing commissions 8,406,099 6,262,613
------------ ------------
$112,193,285 $ 53,585,976
============ ============
LIABILITIES AND PARTNERS' CAPITAL/DEFICIENCY
Accounts payable $ 1,704,746 $ 2,210,354
Accrued real estate taxes 3,061,101 4,884,856
Accrued interest 348,856 393,144
Distributions payable to General Partners,
Special Limited Partners and Limited Partner 6,214,301 25,234,597
Sundry liabilities and other accrued expenses 4,867,512 2,004,641
Note payable to related parties 18,000,000 18,000,000
Mortgages payable (Note 5) 24,347,488 36,847,488
Deposits and rents received in advance 1,662,944 1,981,789
------------ ------------
60,206,948 91,556,869
------------ ------------
Partners' Capital(Deficiency):
General Partners (1,489,814) (3,089,297)
Special Limited Partners (16,042,938) (50,128,009)
Limited Partner (represented by the
equivalent of 820,000 Participation
Interests) 69,519,089 15,246,413
------------ ------------
51,986,337 (37,970,893)
------------ ------------
$112,193,285 $ 53,585,976)
============ ============
Note: The balance sheets at December 31, 1997 has been derived from the audited
financial statements at that date.
See notes to financial statements
-3-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
(Unaudited)
STATEMENT OF OPERATIONS
(Note 1)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------------- --------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Gross revenues from real estate $ 34,295,336 $35,298,912 $ 11,012,200 $11,450,991
Interest 145,681 85,049 52,867 20,558
------------ ----------- ------------ -----------
34,441,017 35,383,961 11,065,067 11,471,549
------------ ----------- ------------ -----------
Expenses:
Leasehold rentals 409,095 430,446 131,267 135,083
Real estate taxes 5,941,671 7,172,221 1,325,662 2,398,918
Interest on mortgages 3,362,814 3,538,539 1,101,704 1,153,330
Other expenses 15,080,547 14,969,149 5,323,555 4,948,368
Co-owners share of income 24,703 44,317 2,090 21,769
Depreciation and amortization of real estate 2,108,316 2,255,659 697,605 710,972
Amortization of mortgage refinancing costs 4,779 47,623 4,779 22,186
------------ ------------ ------------ ------------
26,931,925 28,457,954 8,586,662 9,390,626
------------ ------------ ------------ ------------
Income before items shown below: 7,509,092 6,926,007 2,478,405 2,080,923
Loss on Lease Assignment (711,522)
Loss on Sale of Real Estate (14,913) (14,913)
Gain on Sale of Real Estate 101,295,597 100,683,897
------------ ----------- ------------ -----------
108,804,689 6,199,572 103,162,302 2,066,010
------------ ----------- ------------ -----------
Guaranteed payments required under the Limited
Partnership Agreement:
To the Limited Partner 11,250 11,250 3,750 3,750
To the General and Special Limited Partners 248,086 253,086 80,620 82,968
------------ ----------- ------------ -----------
259,336 264,336 84,370 86,718
------------ ----------- ------------ -----------
NET INCOME TRANSFERRED TO PARTNERS'
CAPITAL ACCOUNTS $108,545,353 $ 5,935,236 $103,077,932 $ 1,979,292
============ =========== ============ ===========
Net Income (loss)allocable as follows (based
on terms of the Limited Partnership
Agreement):
General Partners $ 1,628,180 $ (626,511) $ 1,546,169 $ 14,999
Special Limited Partners 52,644,497 3,230,911 49,992,797 967,190
Limited Partner (represented by the
equivalent of 820,000 Participation
Interests -- unchanged during the
periods) 54,272,676 3,330,836 51,538,966 997,103
------------ ----------- ------------ -----------
$108,545,353 $ 5,935,236 $103,077,932 $ 1,979,292
============ =========== ============ ===========
Per Participation Interest:
Net Income $ 66.1862 $ 4.0620 $ 62.8524 $ 1.2160
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
UNAUDITED
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
1998 1997
---------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $108,545,353 $ 5,935,236
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of real estate 2,108,316 2,255,659
Amortization of mortgage refinancing costs 4,779 47,623
Loss on Lease Assignment 711,522
Loss on Sale of Real Estate 14,913
Gain on Sale of Real Estate (101,295,597)
Amortization of deferred leasing commissions 894,041 818,379
Changes in operating assets and liabilities:
Decrease (Increase) in due from managing agent 858,249 (120,891)
Decrease (Increase) in receivables 311,353 (60,139)
(Increase) in other deferred charges (3,705,490) (2,132,923)
(Decrease) Increase in accounts payable (505,608) 158,588
(Decrease) in accrued real estate tax (1,823,755) (950,086)
(Decrease) in accrued interest (44,289) (21,060)
Increase (Decrease) in sundry and other
accrued expenses 2,862,871 (92,646)
(Decrease) Increase in deposits and rents
received in advance (318,846) (21,745)
------------ -----------
Net Cash Provided by Operating Activities 7,891,377 6,542,430
------------ -----------
INVESTING ACTIVITIES:
Property improvements (3,488,842) (2,044,101)
Net Proceeds From Sale of Real Estate 119,910,064
------------ -----------
116,421,222 (2,044,101)
------------ -----------
FINANCING ACTIVITIES:
Distributions of net operating revenues to General
Partners, Special Limited Partners and Limited Partners (37,897,755) (4,502,284)
Principal payments on mortgage payable (12,500,000) (2,967,070)
------------ -----------
Net Cash (Used in) Financing Activities (50,397,755) (7,469,354)
------------ -----------
Increase (Decrease) in Cash and Cash Equivalents 73,914,844 (2,971,025)
Cash and Cash Equivalents at Beginning of Year 2,240,190 5,187,591
------------ -----------
Cash and Cash Equivalents at End of Year $ 76,155,034 $ 2,216,566
============ ===========
Supplemental disclosure of cash flow Information:
Cash paid during the year for interest $ 3,407,102 $ 3,559,599
============ ===========
</TABLE>
-5-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1
As permitted by the Securities and Exchange Commission, the accompanying
Unaudited Financial Statements and footnotes have been condensed and therefore,
do not contain all disclosures required by generally accepted accounting
principles. Reference should be made to the Company's Annual Report Form 10-K
for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
NOTE 2
In the opinion of the Company, the accompanying Unaudited Financial
Statements contain all adjustments (consisting only of normal recurring
accruals) necessary to present fairly its financial position as of September 30,
1998 and 1997, and the results of operations for the nine months then ended.
NOTE 3
The results of operations for the nine months ended September 30, 1998 and
1997 are not necessarily indicative of the results to be expected for the full
year.
NOTE 4 - Taxes
The net income for Federal income tax purposes is $107,868,410 (September
30, 1998) and $6,538,067 (September 30, 1997) as compared with net income of
$108,545,353 and $5,935,236, respectively, as shown in the statement of
operations. The differences result principally from (a) rents received in
advance and recognized currently for income tax purposes, and (b) differences in
depreciation expense resulting from differences in the basis of real estate for
tax and financial reporting purposes.
NOTE 5 - Mortgage Payable
During the nine months ended on September 30, 1998, IPA made a principal
payment in the amount of $12,500,000 reducing the mortgage balance from
$36,847,488 as of January 1, 1998 to $24,347,488 as of September 30, 1998. The
payment was applied to the 261 Fifth Avenue, 245 Fifth Avenue and 1440 Broadway,
New York, New York.
The $8,000,000 first mortgage loan on 1328 Broadway Building, New York,
New York (in which IPA has a 50% tenancy in common interest) which became due on
November 24, 1997 and was extended to April 24, 1998, has been further extended
to April 30, 1999, at the interest rate of 8.5% per annum. There shall be no
more extensions of the forbearance period beyond April 30, 1999.
-6-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Continued)
NOTE 6 - Sale of Ground Lease
On January 22, 1998, IPA sold to an unrelated party its position as ground
tenant under its lease with the City of Newark, New Jersey on the property
located at 1180 Raymond Blvd. in Newark. As a consequence of the transaction,
IPA is relieved of liability for ground lease rent and real estate taxes on the
property from and after January 22, 1998. As of the date of the sale of the
ground lease, IPA was incurring operating losses of approximately $65,000 per
month with respect to 1180 Raymond Blvd. For federal income tax purposes, the
capital gain arising from this transaction is $720,102 as compared with $611,700
for financial statement purposes.
NOTE 7 - Sale of Chicago Properties
On September 28, 1998, IPA sold its five Chicago commercial properties for
$121,000,000. The sales proceeds would be used to first pay mortgage debt,
loans, closing costs and other commitments, aggregating approximately
$65,000,000. IPA made a special distribution in accordance with the IPA's
partnership agreement in the amount of $57,400,000. The gain on sale of
properties amounted to $99,342,388 for federal income tax purposes as compared
with $100,683,897 for financial statement purposes.
-7-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Gross revenue from rentals for 1998 decreased approximately 2.84% as
compared to 1997. The decrease was due primarily to the sale of the ground lease
of 1180 Raymond Blvd. and sale of 24 Commerce Building in Newark, New Jersey.
Also, the net decrease in rental in New York properties and Chicago properties.
The increase in other expenses in 1998 as compared to 1997 is principally
attributable to the increase in various repairs offset by the decrease in
contract cleaning, heating cost, insurance and payroll.
The decrease in real estate taxes was attributable primarily to the sale
of the ground lease of 1180 Raymond Blvd., and sale of 24 Commerce Building in
Newark, New Jersey and the lower assessment in the Chicago properties.
The decrease in leasehold rentals was due to the sale of the ground lease
of 1180 Raymond Blvd.
The decrease in interest expense was due to the reduction in mortgage
principal balance. The decrease in depreciation and amortization of real estate
was primarily due to the sale of the ground lease of 1180 Raymond Blvd. and sale
of 24 Commerce Building in Newark, New Jersey.
On September 28, 1998, IPA sold its five Chicago commercial properties
(the "Chicago Properties") for $121,000,000. The sales proceeds were applied
first to the payment of mortgage debt ($10,000,000), loans ($18,000,000),
closing costs ($3,500,000) and other commitments ($33,500,000), which payments
aggregated approximately $65,000,000. IPA made a special distribution to its
partners following the end of the September 30, 1998 quarter to partners of
records on October 30, 1998, in the amount of $57,400,000. The gain on the sale
of the Chicago Properties for financial reporting purposes was $100,683,897, as
compared with the gain reported for federal income tax purposes of $99,342,388.
During the three month period and the nine month period ended September
30, 1998, approximately 32% and 35%, respectively, of IPA's Gross Revenues from
Real Estate and 33% and 39%, respectively, of IPA's expenses, were attributable
to the Chicago Properties.
Liquidity and Capital Resources - The sale of the Chicago Properties
permitted IPA to discharge its obligations relating to the Chicago Properties.
IPA's cash generated from operations plus its ability to refinance certain
mortgage obligations provide it with the resources needed to meet its
anticipated obligations including operating expenses, mortgage amortization and
required distributions to partners.
Year 2000 Status - IPA's properties are managed by Helmsley-Spear, Inc.
("Helmsley-Spear") which is undertaking systems and equipment replacement
independently and in conjunction with third parties. Helmsley-Spear has advised
IPA that all systems will be Y2K compliant, with appropriate testing completed,
not later than the second quarter of 1999. Helmsley-Spear has advised IPA that
systems which have been evaluated include fire and security, HVAC, lighting,
elevators, and accounting and financial records. IPA intends to rely on
Helmsley-Spear with respect to insuring that the systems and equipment of IPA is
Y2K compliant. IPA and its operations are dependent on Helmsley-Spear to
effectively continue IPA's activities.
-8-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
PART 2 - OTHER INFORMATION
NONE
-9-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York 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.
INVESTMENT PROPERTIES ASSOCIATES
(Registrant)
/s/ IRVING SCHNEIDER
------------------------------------
(Signature)
IRVING SCHNEIDER
General and Special Limited Partner
DATE December 22, 1998
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 76,155,034
<SECURITIES> 0
<RECEIVABLES> 1,148,572
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 72,999,716
<PP&E> 0
<DEPRECIATION> 45,636,971
<TOTAL-ASSETS> 112,193,285
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 112,193,285
<SALES> 0
<TOTAL-REVENUES> 34,441,017
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,080,547
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,362,814
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 101,295,597
<CHANGES> 0
<NET-INCOME> 108,545,353
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
