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 Six Months Ended June 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
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<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
BALANCE SHEETS
AS AT JUNE 30, 1998 AND DECEMBER 31, 1997
DECEMBER 31,
JUNE 30, 1998 1997
-------------- ------------
(Unaudited) (Note)
ASSETS
Real estate, at cost $ 132,422,398 $ 139,257,942
Less: Accumulated depreciation and
amortization 89,791,443 95,613,778
------------ ------------
42,630,955 43,644,164
Less: Allowance for loss on impairment of
real estate 2,733,895 2,733,895
------------ ------------
39,897,060 40,910,269
Cash and cash equivalents 2,530,631 2,240,190
Due from managing agent
(Helmsley-Spear, Inc.)including
tenants' security deposits of
$1,890,876 (1998) and $1,595,372 (1997) 3,145,847 2,712,979
Receivables, principally from rentals 1,076,511 1,459,925
Other deferred charges including deferred
leasing commissions 4,840,331 6,262,613
------------ ------------
$ 51,490,380 $ 53,585,976
============ ============
LIABILITIES AND PARTNERS' CAPITAL/DEFICIENCY
Accounts payable $ 1,654,672 $ 2,210,354
Accrued real estate taxes 4,472,203 4,884,856
Accrued interest 359,298 393,144
Distributions payable to General Partners,
Special Limited Partners and Limited Partner 20,339,346 25,234,597
Sundry liabilities and other accrued expenses 2,359,653 2,004,641
Note payable to related parties 18,000,000 18,000,000
Mortgages payable (Note 5) 34,847,488 36,847,488
Deposits and rents received in advance 1,961,192 1,981,789
------------ ------------
83,993,852 91,556,869
------------ ------------
Partners' Capital(Deficiency):
General Partners (3,007,286) (3,089,297)
Special Limited Partners (47,476,309) (50,128,009)
Limited Partner (represented by the
equivalent of 820,000 Participation
Interests) 17,980,123 15,246,413
------------ ------------
(32,503,472) (37,970,893)
------------ ------------
$ 51,490,380 $ 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)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------------- --------------------------------
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Gross revenues from real estate $23,283,136 $23,847,921 $11,676,858 $12,071,869
Interest 92,814 64,491 29,207 12,807
----------- ----------- ----------- -----------
23,375,950 23,912,412 11,705,065 12,084,676
----------- ----------- ----------- -----------
Expenses:
Leasehold rentals 277,828 296,363 130,917 145,995
Real estate taxes 4,616,009 4,773,303 2,292,874 2,374,353
Interest on mortgages 2,261,110 2,385,209 1,103,614 1,193,019
Other expenses 9,756,992 10,020,781 5,013,309 4,685,199
Co-owners share of income 22,613 22,548 13,630 19,403
Depreciation and amortization of real estate 1,410,711 1,544,687 697,608 758,709
Amortization of mortgage refinancing costs 25,437 22,186
----------- ------------ ----------- ------------
18,345,263 19,067,328 9,251,952 9,198,864
----------- ------------ ----------- ------------
Income before items shown below 5,030,687 4,845,084 2,454,113 2,885,817
Gain on Sale of Ground Lease 611,700
Loss on Lease Assignment (711,522) (711,522)
----------- ----------- ----------- -----------
5,642,387 4,133,562 2,454,113 2,174,290
Payments required under the Limited
Partnership Agreement:
To the Limited Partner 7,500 7,500 3,750 3,750
To the General and Special Limited Partners 167,466 170,118 83,733 85,598
----------- ----------- ----------- -----------
174,966 177,618 87,483 89,348
----------- ----------- ----------- -----------
Net income transferred to Partners'
Capital Accounts $ 5,467,421 $ 3,955,944 $ 2,366,630 $ 2,084,942
=========== =========== =========== ===========
Net Income allocable as follows (based
on terms of the Limited Partnership
Agreement):
General Partners $ 82,011 $ (641,510) $ 35,499 $ (669,575)
Special Limited Partners 2,631,700 2,263,721 1,147,816 1,356,285
Limited Partner (represented by the
equivalent of 820,000 Participation
Interests -- unchanged during the
periods) 2,733,710 2,333,733 1,183,315 1,398,232
----------- ----------- ----------- -----------
$ 5,467,421 $ 3,955,944 $ 2,366,630 $ 2,084,942
=========== =========== =========== ===========
Per Participation Interest:
Net Income $ 3.3338 $ 2.846 $ 1.4431 $ 1.7051
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
UNAUDITED
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
<TABLE>
<CAPTION>
1998 1997
---------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 5,467,422 $ 3,955,944
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of real estate 1,410,711 1,544,687
Amortization of mortgage refinancing costs 25,437
Gain on Sale of Ground Lease (611,700)
Loss on lease assignment 711,522
Amortization of deferred leasing commissions 563,204 514,217
Changes in operating assets and liabilities:
(Increase) in due from managing agent (432,868) (35,395)
Decrease (Increase) in receivables 383,414 (79,180)
Decrease (Increase) in other deferred charges 859,078 (189,919)
(Increase) Decrease in accounts payable (555,683) 212,972
(Decrease) Increase in accrued real estate tax (412,653) 131,384
Increase (Decrease) in accrued interest (33,847) 742
(Decrease) Increase in sundry and other accrued expenses 339,351 (554,618)
(Decrease) in deposits and rents
received in advance (20,597) (57,915)
----------- -----------
Net Cash Provided by Operating Activities 6,955,832 6,179,878
----------- -----------
INVESTING ACTIVITIES:
Property improvements (1,068,136) (1,524,747)
Net Proceeds From Sale of Real Estate 1,298,000
----------- -----------
Net Cash Provided by Investing Activities 229,864 (1,524,747)
----------- -----------
FINANCING ACTIVITIES:
Distributions of net operating revenues to General
Partners, Special Limited Partners and Limited Partners (4,895,255) (4,502,284)
Principal payments on mortgage payable (2,000,000) (2,012,915)
----------- -----------
Net Cash (Used in) Financing Activities (6,895,255) (6,515,199)
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents 290,441 (1,860,068)
Cash and Cash Equivalents at Beginning of Year 2,240,190 5,187,591
----------- -----------
Cash and Cash Equivalents at End of Year $ 2,530,631 $ 3,327,523
=========== ===========
Supplemental disclosure of cash flow Information:
Cash paid during the year for interest $ 2,294,956 $ 2,384,468
=========== ===========
</TABLE>
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<PAGE>
c
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 June 30, 1998
and 1997, and the results of operations for the six months then ended.
NOTE 3
The results of operations for the six months ended June 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 $5,920,763 (June 30,
1998) and $4,343,375 (June 30, 1997) as compared with net income of $5,467,421
and $3,955,944 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 six months ended on June 30, 1998, IPA made a principal payment
in the amount of $2,000,000, reducing the mortgage balance from $36,847,488 as
of January 1, 1998 to $34,847,488 as of June 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 from April 24, 1998
through October 31, 1998, from November 1, 1998 through April 30, 1999, interest
at the rate of 12% 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 - Subsequent Event
On August 18, 1998 IPA announced that it has signed a contract to sell 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. After completing a final accounting and
establishing a record date for holders of participations of limited partnership
interests, IPA will make a special distributions in accordance with the IPA's
partnership agreement.
-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 2.37% 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 increase in rental in New York properties offset by the net
decrease in rental in Chicago properties.
The decrease in other expenses in 1998 as compared to 1997 is principally
attributable to the decrease in contract cleaning, heating cost, insurance,
payroll and electric.
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.
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.
Liquidity and Capital Resources - 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.
-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)
DATE _____________________
____________________________________
(Signature)
IRVING SCHNEIDER
General and Special Limited Partner
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,530,631
<SECURITIES> 0
<RECEIVABLES> 4,222,358
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 132,422,398
<DEPRECIATION> 89,791,443
<TOTAL-ASSETS> 51,490,380
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 51,490,380
<SALES> 0
<TOTAL-REVENUES> 23,375,950
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,756,992
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,261,110
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 611,700
<CHANGES> 0
<NET-INCOME> 5,467,421
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
