<PAGE> 1
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 JUNE 30, 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)
<TABLE>
<S> <C>
CALIFORNIA 13-3126150
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
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
<PAGE> 2
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I
Item 1. - Financial Information*
Balance Sheets, December 31, 1996 and
June 30, 1997 2
Statements of Operations for the three and six
months ended June 30, 1996 and 1997 3
Statements of Cash Flows for the six
months ended June 30, 1996 and 1997 4
Notes to Financial Statements 5-7
Item 2. - Management's Discussion of Operations 8-9
PART II
Item 6. - Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
*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, June 30,
1996 1997
----------- -----------
(Note) (Unaudited)
<S> <C> <C>
ASSETS:
Land and buildings, net of
accumulated depreciation of
$13,487,845 at December 31, 1996 and
$13,909,709 at June 30, 1997 $13,577,116 $13,155,252
Net investment in direct
financing leases 18,193,555 6,176,041
Real estate held for sale 9,684,000
Cash and cash equivalents 4,668,645 3,388,952
Other assets 1,628,031 2,347,867
Equity investment 3,999,632 3,982,897
----------- -----------
Total assets $42,066,979 $38,735,009
=========== ===========
LIABILITIES:
Mortgage notes payable $10,699,799 $ 7,896,487
Accrued interest payable 82,827 61,585
Accounts payable and accrued expenses 288,509 252,781
Accounts payable to affiliates 146,447 110,962
Prepaid rental income 46,800 46,800
----------- -----------
Total liabilities 11,264,382 8,368,615
----------- -----------
PARTNERS' CAPITAL:
General Partners 210,626 184,454
Limited Partners (85,528 Limited
Partnership Units issued and
outstanding at December 31, 1996
and June 30, 1997) 30,591,971 30,181,940
----------- -----------
Total partners' capital 30,802,597 30,366,394
----------- -----------
Total liabilities and
partners' capital $42,066,979 $38,735,009
=========== ===========
</TABLE>
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.
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<PAGE> 4
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1996 June 30, 1997 June 30, 1996 June 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Rental income from
operating leases $1,387,643 $ 1,636,623 $2,222,984 $3,273,247
Interest from direct
financing leases 827,821 826,426 1,655,955 1,653,220
Other interest income 95,010 28,104 190,366 79,956
Other income 186,395
---------- ----------- ---------- ----------
2,310,474 2,491,153 4,069,305 5,192,818
---------- ----------- ---------- ----------
Expenses:
Interest on mortgages 428,939 196,201 864,411 486,040
Depreciation 216,199 210,932 492,814 421,864
General and administrative 160,088 107,947 250,976 262,573
Property expense 134,275 116,488 201,335 230,339
Amortization 25,767 7,759 51,534 15,518
Writedown to net realizable
value 2,316,000 2,316,000
---------- ----------- ---------- ----------
965,268 2,955,327 1,861,070 3,732,334
---------- ----------- ---------- ----------
Income (loss) before income
from equity investments 1,345,206 (464,174) 2,208,235 1,460,484
Income from equity
investment 191,664 338,869
Earnings from hotel
operation 374,352 807,145
---------- ----------- ---------- ----------
Net income (loss) $1,719,558 $ (272,510) $3,015,380 $1,799,353
========== =========== ========== ==========
Net income (loss) allocated
to General Partners $ 103,173 $ (16,351) $ 180,923 $ 107,961
========== =========== ========== ==========
Net income (loss) allocated
to Limited Partners $1,616,385 $ (256,159) $2,834,457 $1,691,392
========== =========== ========== ==========
Net income (loss) per Unit
(85,568 and 85,528 Limited
Partnership Units in
1996 and 1997) $ 18.89 $ (2.98) $ 33.13 $ 19.78
========== =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 5
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------
1996 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,015,380 $ 1,799,353
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 544,348 437,382
Other noncash items (236,864) (704,927)
Writedown to net realizable value 2,316,000
Net change in operating assets and liabilities (217,321) (105,368)
----------- -----------
Net cash provided by operating activities 3,105,543 3,742,440
----------- -----------
Cash flows from investing activities:
Additional capitalized costs (7,649)
Distributions from equity investment in excess of equity income 16,735
----------- -----------
Net cash (used in) provided by investing activities (7,649) 16,735
----------- -----------
Cash flows from financing activities:
Distributions to partners (2,220,949) (2,235,556)
Payments on mortgage principal (464,357) (398,312)
Prepayment of mortgage payable (2,405,000)
----------- -----------
Net cash used in financing activities (2,685,306) (5,038,868)
----------- -----------
Net increase (decrease) in cash and cash equivalents 412,588 (1,279,693)
Cash and cash equivalents, beginning of period 7,579,071 4,668,645
----------- -----------
Cash and cash equivalents, end of period $ 7,991,659 $ 3,388,952
=========== ===========
Supplemental disclosure of cash flows information:
Interest paid $ 874,349 $ 442,124
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<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, 1996.
Note 2. Distributions to Partners:
Distributions declared and paid to partners during the six months ended June 30,
1997 are summarized as follows:
<TABLE>
<CAPTION>
Quarter Ended General Partners Limited Partners Per Limited Partner Unit
<S> <C> <C> <C>
December 31, 1996 $67,039 $1,050,284 $12.28
======= ========== ======
March 31, 1997 $67,094 $1,051,139 $12.29
======= ========== ======
</TABLE>
A distribution of $12.30 per Limited Partner Unit for the quarter ended June 30,
1997 was declared and paid in July 1997.
Note 3. Transactions with Related Parties:
For the three-month and six-month periods ended June 30, 1996, the Partnership
incurred property management fees of $59,049 and $81,073, respectively, and
general and administrative expense reimbursements of $56,390 and $79,331,
respectively. For the three-month and six-month periods ended June 30, 1997, the
Partnership incurred property management fees of $67,954 and $134,591,
respectively, and general and administrative expense reimbursements of $35,247
and $100,080, 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 six months ended June
30, 1996 and 1997 were $35,508 and $33,459, 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 six-month periods ended June 30,
1996 and 1997, the Partnership earned its total lease revenues (rental income
plus interest income from financing leases) from the following lease obligors:
<TABLE>
<CAPTION>
1996 % 1997 %
---------- --- ---------- ---
<S> <C> <C> <C> <C>
Hughes Markets, Inc. $1,307,494 34% $2,407,297 49%
Simplicity Manufacturing, Inc. 998,356 25 998,356 18
Brodart Co. 657,600 17 654,864 14
Continental Casualty Company 379,924 10 379,924 8
Family Dollar Stores, Inc. 276,000 7 280,800 6
Petrocon Engineering, Inc. 187,209 5 132,870 3
Winn-Dixie Stores, Inc. 72,356 2 72,356 2
---------- --- ---------- ---
$3,878,939 100% $4,926,467 100%
========== === ========== ===
</TABLE>
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. As of August 1, 1997, the Partnership has
the right to convert the limited partnership units on a one-for-one basis to
shares of common stock in AGH.
AGH's audited financial statements reported total assets of $369,974,000 and
shareholders' equity of $279,960,000 as of March 31, 1997 and, total revenues of
$9,903,000 and net income of $4,053,000 for the three-month period ended March
31, 1997.
Note 6. Writedown to Net Realizable Value:
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 lease
provides that the option price will be the greater of $9,684,000 or the fair
market value of the property as unencumbered by the lease, capped at
$12,000,000. Although the appraisal process has not yet been completed,
Management has concluded that it is not likely that the agreed-upon exercise
price will be in excess of the minimum exercise price of $9,684,000.
Accordingly, the Partnership has recognized a noncash charge of $2,316,000 on
the writedown of the property to its estimated net realizable value of
$9,684,000.
After paying the limited recourse mortgage loan, the Partnership will realize
cash proceeds of no less than $5,362,000, before any selling costs, if the
property is sold at the minimum exercise price. Annual cash flow from the
property (rent less mortgage debt service on the property) is $934,000.
-6-
<PAGE> 8
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 7. Property in Los Angeles, California:
The Partnership and Corporate Property Associates 3 ("CPA(R):3"), an affiliate,
own a dairy processing facility in Los Angeles, California as tenants-in-common
with 83.24% and 16.76% ownership interests, respectively. In May 1996, the
Partnership and CPA(R):3 entered into an agreement with Hughes Markets, Inc.
("Hughes") to extend the term of a lease which was expiring from April 30, 1996
to April 30, 1998. Under the agreement, Hughes' annual rent increased from
$1,820,000 to $4,034,000 (of which the Partnership's share is approximately
$3,358,000) and Hughes is required to pay a lump sum payment of $3,500,000 (of
which the Partnership's share will be $2,913,000) at the end of the two-year
extension. Hughes was required to provide the Partnership and CPA(R):3 with a
letter of credit in an amount equal to the lump sum payment. Hughes may extend
the lease on a month-to-month basis through October 1998.
On June 20, 1997, the Partnership and CPA(R):3 entered into a net lease
agreement for the Los Angeles property with Copeland Beverage Group, Inc.
("Copeland"). Copeland's right of possession of the property and the date which
it will be required to commence paying rent shall be the date on or after April
30, 1998 that Hughes vacates the property.
The Copeland lease provides for an initial term of nine years and two five-year
renewals at the option of the lessee. The lease provides for annual rent of
$1,800,000 (of which the Partnership's share will be $1,498,320) with rent
increases every three years based on a formula indexed to increases in the
Consumer Price Index. Prior to taking occupancy of the property, Copeland will
be required to provide the Partnership and CPA(R):3 with an irrevocable letter
of credit of $1,800,000 as a security deposit.
-7-
<PAGE> 9
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
Results of Operations:
As a result of a noncash charge of $2,316,000 on the writedown of a
property subject to a purchase option and held for sale to the anticipated
purchase price, earnings for the three-month and six-month periods ended June
30, 1997 decreased by $1,992,000 and $1,216,000 as compared with earnings for
the three-month and six-month periods ended June 30, 1996, respectively.
Excluding the writedown, income, as adjusted, for the three-month and six-month
periods would have increased by $324,000 and $1,100,000, respectively. The
increases in income, as adjusted, were due to an increase in lease revenues and
a decrease in interest expense. The six-month period also benefited from
nonrecurring other income of $186,000 which was received in connection with a
bankruptcy claim against a former lessee. Income from the Partnership's equity
investment in the operating partnership of a real estate investment trust, which
was acquired in exchange for a hotel property, was less than the 1996 earnings
from the hotel operations.
The increase in lease revenues was due to the May 1996 extension agreement
with Hughes Markets, Inc. for the Partnership's dairy processing facility in Los
Angeles, California, which extended the Hughes lease term from April 1996 to
April 1998. Under the agreement, the Partnership's share of Hughes' monthly rent
increased by approximately $153,500 and Hughes is required to pay a lump sum
rental payment of $2,913,000 to the Partnership in April 1998. As a result of
the increased monthly rent and recognition of the lump sum rental payment on
straight-line basis over the extension term, revenues from Hughes increased by
approximately $929,000 and $1,100,000 as compared with the three-month and
six-month periods ended June 30, 1996. Of such increases, for the current
three-month and six-month periods approximately $243,000 and $728,000,
respectively, were due to the pro rata recognition of the scheduled lump sum
payment from Hughes. Interest expense decreased due to the satisfaction of the
mortgage loan on the Holiday Inn New Orleans Airport in connection with the
exchange of the interest in the hotel for limited partnership units in the
operating partnership of a publicly-traded real estate investment trust,
American General Hospitality Corporation, in July 1996, and the prepayment of a
mortgage loan which had been collateralized by three Partnership properties in
March 1997.
For the comparable six-month periods, income from the investment in
American General Hospitality was $258,000 less than the earnings from the hotel
operations after the effects of depreciation and interest expenses on the hotel
property and related mortgage loan are considered. Such comparison does not
include the substantial resources that were used by the Partnership to maintain
and upgrade the hotel's physical plant in order for the hotel operation to
remain competitive. If direct ownership of the hotel had been retained, periodic
capital expenditures would have continued to be required. As of August 6, 1997
the quoted market value of American General Hospitality common stock was $27 1/8
per share. Since the limited partnership units are convertible to shares of
common stock on a one-for-one basis, the underlying fair value of the Company's
investment is approximately $11,583,000.
Simplicity Manufacturing, Inc. has exercised its option to purchase the
property it leases from the Partnership on or before April 1, 1998. After paying
off the limited recourse mortgage loan encumbered by the property, the
Partnership anticipates that it will receive cash of $5,362,000, less any costs
of sale. Annual cash flow from the Simplicity Manufacturing property (rent less
mortgage debt service) is $934,000. As a result of the new lease with Copeland
Beverage Group, which will take effect when Hughes vacates the dairy processing
facility in Los Angeles, California, annual cash flow will decrease by
$1,860,000. Cash flow from the Copeland lease will approximate the Partnership's
cash flow from the property for the period which preceded the Hughes extension
agreement. As a result of the agreement with Copeland, the Partnership does not
expect to incur costs to maintain the property during any period of vacancy nor
use any proceeds from the scheduled lump sum payment to retrofit the property
for alternative uses.
-8-
<PAGE> 10
CORPORATE PROPERTY ASSOCIATES 4,
a California limited partnership
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS, Continued
Financial Condition:
There has been no change in the Partnership's financial condition since
December 31, 1996. Cash provided from operating activities and the equity
investment in the operating partnership of American General Hospitality of
$3,759,000 was sufficient to fund distributions to partners of $2,236,000 and
scheduled mortgage principal installments of $398,000. Although operating cash
flow will decrease as a result of the sale of the Simplicity Manufacturing
property and the scheduled termination of the Hughes lease, the Partnership
expects to have sufficient cash flow and cash reserves to sustain the current
distribution rate.
In March 1997, the Partnership paid off an existing mortgage loan of
$2,405,000 collateralized by three Partnership properties, and, solely as a
result of paying off the loan, annual cash flow will increase by approximately
$360,000. The Partnership's two remaining mortgage loans have a combined balance
of $7,896,000. The loan collateralized by property leased to Simplicity
Manufacturing, with a balance of $4,759,000 will be retired upon the sale of the
property. The remaining loan is scheduled to mature in January 2004.
Accordingly, Management believes that the Partnership has significant borrowing
capacity.
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
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
During the quarter ended June 30, 1997, the Partnership was
not required to file any reports on Form 8-K.
-10-
<PAGE> 12
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.
08/11/97 By: /s/ Steven M. Berzin
---------- -----------------------------------------
Date Steven M. Berzin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
08/11/97 By: /s/ Claude Fernandez
---------- -----------------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Accounting Officer)
08/11/97 By: /s/ Michael D. Roberts
---------- -----------------------------------------
Date Michael D. Roberts
First Vice President and Controller
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE SIX MONTHS ENDED JUNE 30, 1979 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,388,952
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,388,952
<PP&E> 33,241,002
<DEPRECIATION> 13,909,709
<TOTAL-ASSETS> 38,735,009
<CURRENT-LIABILITIES> 472,128
<BONDS> 7,896,487
0
0
<COMMON> 0
<OTHER-SE> 30,366,394
<TOTAL-LIABILITY-AND-EQUITY> 38,735,009
<SALES> 0
<TOTAL-REVENUES> 5,192,818
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 930,294
<LOSS-PROVISION> 2,316,000
<INTEREST-EXPENSE> 486,040
<INCOME-PRETAX> 1,799,353
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,799,353
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,799,353
<EPS-PRIMARY> 19.78
<EPS-DILUTED> 19.78
</TABLE>
