<PAGE> 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 SEPTEMBER 30, 1996
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)
<TABLE>
<S> <C>
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)
</TABLE>
(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
<PAGE> 2
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
INDEX
Page No.
--------
PART I
Item 1. - Financial Information*
Balance Sheets, December 31, 1995 and
September 30, 1996 2
Statements of Income for the three and nine
months ended September 30, 1995 and 1996 3
Statements of Cash Flows for the nine
months ended September 30, 1995 and 1996 4
Notes to Financial Statements 5-7
Item 2. - Management's Discussion of Operations 8-9
PART II
Signatures 10
*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> 3
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
PART I
Item 1. - FINANCIAL INFORMATION
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
(Note) (Unaudited)
------------ -------------
<S> <C> <C>
ASSETS:
Land and buildings, net of
accumulated depreciation of
$13,362,508 at December 31, 1995 and
$13,275,158 at September 30, 1996 $21,472,233 $13,789,803
Net investment in direct
financing leases 18,224,428 18,201,771
Cash and cash equivalents 7,579,071 8,696,252
Other assets 1,232,343 1,304,477
Investment in operating partnership 3,989,719
----------- -----------
Total assets $48,508,075 $45,982,022
=========== ===========
LIABILITIES:
Mortgage notes payable $19,486,882 $15,414,075
Accrued interest payable 136,087 112,310
Accounts payable and accrued expenses 435,977 268,922
Accounts payable to affiliates 87,461 100,567
----------- -----------
Total liabilities 20,146,407 15,895,874
----------- -----------
PARTNERS' CAPITAL:
General Partners 62,061 169,549
Limited Partners (85,568 and 85,528
Limited Partnership Units issued and
outstanding at December 31, 1995
and September 30, 1996) 28,299,607 29,916,599
----------- -----------
Total partners' capital 28,361,668 30,086,148
----------- -----------
Total liabilities and
partners' capital $48,508,075 $45,982,022
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Note: The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date.
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<PAGE> 4
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1995 September 30, 1996 September 30, 1995 September 30, 1996
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Revenues:
Rental income from
operating leases $ 812,362 $1,663,793 $2,432,852 $3,886,777
Interest from direct
financing leases 828,723 827,493 3,534,494 2,483,448
Other interest
income 103,049 102,223 154,573 292,589
Other income 94,345 44,764 94,345
----------- ---------- ---------- ----------
1,744,134 2,687,854 6,166,683 6,757,159
----------- ---------- ---------- ----------
Expenses:
Interest on mortgages 453,836 362,151 1,654,203 1,226,562
Depreciation 288,827 216,201 869,978 709,015
General and administrative 103,781 100,090 347,767 351,066
Property expense 59,868 109,467 232,864 310,802
Amortization 25,768 20,067 88,068 71,601
----------- ---------- ---------- ----------
932,080 807,976 3,192,880 2,669,046
----------- ---------- ---------- ----------
Income before income from
equity investment and gain
on sale of real estate 812,054 1,879,878 2,973,803 4,088,113
Earnings from hotel
operations 309,270 60,789 1,075,559 867,934
Income from equity
Investment 122,586 122,586
----------- ---------- ---------- ----------
Income before gain
on sale of real estate 1,211,324 2,063,253 4,049,362 5,078,633
Gain on sale of real estate (167,774) 3,330,098
----------- ---------- ---------- ----------
Net income $ 953,550 $2,063,253 $7,379,460 $5,078,633
=========== ========== ========== ==========
Net income allocated
to General Partners $ 65,601 $ 123,795 $ 771,830 $ 304,718
=========== ========== ========== ==========
Net income allocated
to Limited Partners $ 887,949 $1,939,458 $6,607,630 $4,773,915
=========== ========== ========== ==========
Net income per weighted average
Unit (85,568 weighted average
Limited Partnership Units) $ 10.38 $ 22.66 $ 77.22 $ 55.79
=========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 5
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------
1995 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,379,460 $ 5,078,633
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 958,046 780,616
Scheduled rents in excess of (less than) income
on direct financing leases and straight-line
adjustments on operating leases 7,305 (592,671)
Income from equity investment (122,586)
Gain on sale of real estate (3,330,098)
Net change in operating assets and liabilities (534,760) 218,537
------------ -----------
Net cash provided by operating activities 4,479,953 5,362,529
------------ -----------
Cash flows from investing activities:
Proceeds from sale of real estate 15,200,000
Additional capitalized costs (210,918) (8,182)
Purchase of interest in operating partnership and
related costs (198,970)
------------ ----------
Net cash provided by (used in) investing activities 14,989,082 (207,152)
------------ ----------
Cash flows from financing activities:
Distributions to partners (7,996,488) (3,334,153)
Purchase of limited partnership units (20,000)
Payments on mortgage principal (932,667) (684,043)
Prepayment of mortgage payable (5,722,508)
------------ -----------
Net cash used in financing activities (14,651,663) (4,038,196)
------------ -----------
Net increase in cash and cash equivalents 4,817,372 1,117,181
Cash and cash equivalents, beginning of period 2,509,451 7,579,071
------------ -----------
Cash and cash equivalents, end of period $ 7,326,823 $ 8,696,252
============ ===========
</TABLE>
Supplemental disclosure of noncash investing and financing activities:
In July 1996, the Partnership exchanged its interest in a hotel property and
related assets and liabilities for 427,008 units in the operating partnership of
a publicly-traded real estate investment trust. The assets and liabilities
transferred are as follows:
<TABLE>
<S> <C> <C>
Real estate, net of accumulated depreciation $ 6,981,597
Mortgage note payable (3,388,764)
Other assets and liabilities transferred, net 75,330
------------
$ 3,668,163
============
Supplemental disclosure of cash flows information:
Interest paid $ 1,710,263 $ 1,250,339
============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 6
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, 1995.
Note 2. Distributions to Partners:
Distributions declared and paid to partners during the nine months ended
September 30, 1996 are summarized as follows:
<TABLE>
<CAPTION>
Quarter Ended General Partners Limited Partners Per Limited Partner Unit
- ------------- ---------------- ---------------- ------------------------
<S> <C> <C> <C>
December 31, 1995 $65,633 $1,043,930 $12.20
======= ========== ======
March 31, 1996 $65,745 $1,045,641 $12.22
======= ========== ======
June 30, 1996 $65,852 $1,047,352 $12.24
======= ========== ======
</TABLE>
A distribution of $12.27 per Limited Partner Unit for the quarter ended
September 30, 1996 was declared and paid in October 1996.
Note 3. Transactions with Related Parties:
For the three-month and nine-month periods ended September 30, 1995, the
Partnership incurred management fees of $19,642 and $73,136, respectively, and
general and administrative expense reimbursements of $28,450 and $71,180,
respectively. For the three-month and nine-month periods ended September 30,
1996, the Partnership incurred management fees of $61,869 and $142,942,
respectively, and general and administrative expense reimbursements of $18,500
and $97,831, respectively.
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 nine months ended
September 30, 1995 and 1996 were $101,250 and $55,205, respectively.
-5-
<PAGE> 7
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 nine-month periods ended
September 30, 1995 and 1996, the Partnership earned its total lease revenues
(rental income plus interest income from financing leases) from the following
lease obligors:
<TABLE>
<CAPTION>
1995 % 1996 %
---- --- ---- ---
<S> <C> <C> <C> <C>
Hughes Markets, Inc. $1,072,065 18% $2,511,143 39%
Simplicity Manufacturing, Inc. 1,497,533 25 1,497,533 24
Brodart Co. 989,451 17 985,916 15
Continental Casualty Company 565,652 9 569,886 9
Family Dollar Stores, Inc. 410,400 7 416,400 7
Petrocon Engineering, Inc. 276,201 4 280,813 4
Winn-Dixie Stores, Inc. 108,534 2 108,534 2
Genesco, Inc. 1,047,510 18
---------- --- ---------- ---
$5,967,346 100% $6,370,225 100%
========== === ========== ===
</TABLE>
Note 5. Hotel Property in Kenner, Louisiana:
The Partnership and Corporate Property Associates 8 ("CPA(R):8"), an affiliate,
purchased a hotel property in Kenner, Louisiana, in June 1988 as
tenants-in-common with 46.383% and 53.617% interests, respectively. The
Partnership and CPA(R):8 assumed operating control of the hotel in 1992 after
evicting the lessee due to its financial difficulties. On July 30, 1996, the
Partnership and CPA(R):8 completed a transaction with American General
Hospitality Operating Partnership L.P. (the "Operating Partnership"), the
operating partnership of a newly-formed real estate investment trust, American
General Hospitality, Inc. ("AGH") in which the Partnership and CPA(R):8 received
920,672 limited partnership units (of which the Partnership's share was 427,008
units) in exchange for the hotel property and its operations, a cash
contribution of $388,331 (of which the Partnership's share was $180,120) and the
Operating Partnership's assumption of the Partnership's and CPA(R):8's mortgage
loan obligation collateralized by the hotel property (of which the Partnership's
share was $3,388,764).
The exchange of the hotel property for limited partnership units will initially
be treated as a nonmonetary exchange for tax and financial reporting purposes.
After one year, the Partnership will have the right to convert its equity
interest in the operating partnership to shares of common stock in AGH, which
recently completed an initial public offering, with such shares registered with
the Securities and Exchange Commission. The Partnership's carrying value for the
limited partnership units of $3,867,133 is based on the historical basis of
assets transferred, net of liabilities assumed by the Operating Partnership
($3,668,163); cash contributed ($180,120) and costs incurred to complete the
exchange ($18,850). The Partnership's interest in the limited partnership is
being accounted for under the equity method.
Operating results of the hotel for the nine-month period ended September 30,
1995 and the period from January 1996 through July 30, 1996, the date of the
exchange, are summarized as follows:
<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Revenues $ 2,867,234 $ 2,311,907
Fees paid to hotel management
company (95,033) (83,061)
Other operating expenses (1,696,642) (1,360,912)
----------- -----------
Hotel operating income $ 1,075,559 $ 867,934
=========== ===========
</TABLE>
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<PAGE> 8
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 6. Subsequent Event:
On November 6, 1996, the Partnership made a prepayment of $4,500,000 on the loan
on properties in Salisbury, North Carolina currently leased to Family Dollar
Stores, Inc., College Station, Texas leased to Continental Casualty Company and
Leeds, Alabama leased to Winn-Dixie Stores, Inc. which is collateralized by
deeds of trust on the properties and assignments on the related leases. The
loan, which had a balance of $6,998,000 at September 30, 1996, provides for a
floating interest rate at the London Interbank Offered Rate plus 3% (currently
8.625%). The loan matures on June 30, 1998, at which time a balloon payment will
be due.
-7-
<PAGE> 9
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
Results of Operations:
Excluding the effect of a gain on sale of real estate in 1995, income for
the three-month and nine-month periods ended September 30, 1996 increased by
$941,000 and $1,029,000, respectively, as compared with the same periods ended
September 30, 1995. The increases in income, as adjusted, were due to an
increase in lease revenues and a decrease in interest expense. The increase in
lease revenues was solely attributable to the May 1996 lease extension agreement
with Hughes Markets, Inc. ("Hughes"). Under the two-year extension agreement,
annual rent has been increased by $1,843,000 with a lump sum rental payment of
approximately $2,910,000 due at the end of term; for financial reporting
purposes, the lump sum payment is being recognized as rental revenue on a
straight-line basis over the extension term. As of September 30, 1996, $768,000
of the increase in rental revenue recognized on the Hughes lease was due to the
increase in scheduled monthly rent since the commencement of the extension term,
$64,000 from a rent increase that went into effect in the fourth quarter of 1995
and $607,000 due to the straight-line accounting of the lump sum rental payment.
The increase from the Hughes lease offset the effect for the comparable
nine-month periods of rentals earned in 1995 from Genesco, Inc. ("Genesco")
which lease was terminated when the Genesco property was sold in June 1995. The
Partnership realized equity income of $123,000 from the new investment in
American General Hospitality Operating Partnership L.P. (the "Operating
Partnership"). The Partnership acquired this investment on July 30, 1996 when it
exchanged an interest in its hotel property in Kenner, Louisiana (and related
assets and liabilities including the transfer of a mortgage loan obligation on
the property) for limited partnership units in the Operating Partnership. The
decrease in interest expense was due to the transfer of the debt obligation on
the hotel property to the Operating Partnership, the continuing principal
amortization on other mortgage debt and, for the nine-month period, the
satisfaction of the mortgage debt on the Genesco property at the time such
property was sold.
As a result of the transaction with the Operating Partnership, the
Partnership expects to realize cash flow approximately $700,000 per year from
distributions. Although the Partnership's income will decrease as income from
the hotel operation exceeded projected income from the Operating Partnership
investment, Management believes that the Partnership would have had to continue
to invest significant resources to periodically fund the capital improvements
needed to remain competitive in operating the hotel. For instance, the
Partnership realized cash flow after debt service from the hotel in 1995 of
$1,024,000; however, the Partnership funded improvements in excess of $750,000
in 1994. Management hopes that the exchange will eliminate the uncertainty and
fluctuation in cash flow relating to operating a single hotel as the Operating
Partnership owns a diversified portfolio of hotel properties. The Partnership
has an option after July 30, 1997 to exchange its limited partnership units for
shares of American General Hospitality, Inc. ("AGH"), a publicly traded real
estate investment trust, which holds the majority interest in the Operating
Partnership.
Financial Condition:
There has been no material change in the Partnership's financial condition
since December 31, 1995. Cash flow from operations of $5,363,000 was sufficient
to pay scheduled mortgage principal installments of $684,000 and distributions
to partners of $3,334,000. The increase in cash balances is primarily due to the
benefit realized from the increased rent from Hughes.
-8-
<PAGE> 10
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
On November 6, 1996, the Partnership made a prepayment of $4,500,000 on a
loan collateralized by Partnership properties leased to Winn-Dixie Stores, Inc.,
Family Dollar Stores, Inc. and Continental Casualty Company. Such loan, which
had a balance of $6,998,000 at September 30, 1996, is scheduled to mature in
June 1998 and provides for a floating interest rate at the London Inter-Bank
Offerred Rate plus 3% per annum. Management believes that it is prudent to
reduce cash balances to pay off debt which incurred higher rates of interest
than can be earned by investing cash in money market instruments. Based on the
current interest rate of the loan, the prepayment is expected to reduce annual
debt service by approximately $375,000.
As a real estate investment trust, AGH has an obligation to distribute 95%
of its taxable income in order to retain its special Federal income tax status.
Since AGH owns a majority of the Operating Partnership limited partnership
units, the Operating Partnership has a fiduciary obligation to use its best
efforts for AGH to receive distributions which can be passed through to AGH
shareholders in order to meet the tax distribution objective. Accordingly, with
the exchange, the Partnership should achieve less fluctuation in cash flow and
has eliminated the need for allocating funds for capital improvements. Further,
with the option to exchange Operating Partnership units for AGH shares, the
Partnership will have the opportunity to sell its interests at a readily
determinable market value.
The General Partners are currently investigating ways to provide liquidity
to limited partners on a tax-effective basis.
-9-
<PAGE> 11
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
PART II
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.
04/10/97 By: /s/ Claude Fernandez
------------ ----------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
04/10/97 By: /s/ Michael D. Roberts
------------ ----------------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
-10-
