U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 10-QSB/A
(Mark One)
[ X ] Quarterly Report Section 13 or 15(d) of the Securities Exchange
Act of 1934 For quarterly period ended September 30, 1998
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Act of 1934
For the transition period from _________ to _____________
Commission File Number 33-95758
INVESTMENT INCOME PROPERTIES OF AMERICA, INC.
---------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 65-0544042
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 North Federal Highway, Suite 219 Pompano Beach, Florida 33062
- ------------------------------------ ---------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 954-783-2004
------------
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check 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 90days.
Yes XX No_____
--
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
2,728,938 shares of outstanding stock as of September 30, 1998
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INVESTMENT INCOME PROPERTIES OF AMERICA, INC.
---------------------------------------------
INDEX
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<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION Page
- ------ --------------------- ----
<S> <C> <C>
Item 1 Financial Statements
Balance Sheets as of September 30, 1998
(Unaudited) and
December 31, 1997 ................................................ 3
Statements of Operations for the nine
Months ended September 30, 1998
And 1997 and the Three Months ended March 31, 1998 And 1997
(Unaudited)....................................................... 4
Statements of Cash Flows for the nine
Months ended September 30, 1998
And 1997 (Unaudited).............................................. 5
Notes to Financial Statements (Unaudited) ............................ 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................ 8
Part II OTHER INFORMATION
- ------- -----------------
Item 6 Exhibits Index and Reports........................................... 10
Signatures .......................................................... 11
</TABLE>
2
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Investment Income Properties of America, Inc.
CONDENSED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
Assets
Sept. 30, 1998 Dec. 31, 1997
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<S> <C> <C>
Cash and cash equivalents $ 112,682 $ 153,552
Income Tax receivable 787 787
Due from affiliate 11,465 7,050
Accrued Interest 511 -
----------------- ----------------
Total current assets 125,445 161,389
----------------- ----------------
Property, plant and equipment, net 4,809,160 2,538,475
----------------- ----------------
Other assets 8,182 -
Deferred offering costs 34,949 34,949
----------------- ----------------
Total other assets 43,131 34,949
----------------- ----------------
Total assets $ 4,977,736 $ 2,734,813
================= ================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accounts payable and accrued expense $ 369,246 $ 302,825
Mortgage note payable-current portion 48,137 19,582
Notes payable to related parties 1,423,000 1,560,000
Note payable to affiliate 34,500 81,500
----------------- ----------------
Current total liabilities 1,874,883 1,963,907
----------------- ----------------
Mortgage notes payable net of current portion 3,958,794 2,031,813
----------------- ----------------
Commitments and contingencies - -
Stockholders' Deficiency
Common stock-$.001 par value, 100,000,000
Shares authorized, 2,728,938 and 374,125
shares
Issued and outstanding 462 124
Additional paid-in-capital 1,382,598 705,936
Accumulated deficit (2,239,001) (1,966,976)
----------------- ----------------
Total stockholders' deficiency (855,941) (1,260,916)
----------------- ----------------
Total liabilities and stockholders'
deficiency $ 4,977,736 $ 2,734,813
================= ================
</TABLE>
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Investment Income Properties of America, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
Sept. 30, March 31,
--------- ----------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Rental Income $ 427,545 106,009 205,502 106,009
Expenses
Selling, general and administrative 477,024 607,763 194,528 219,602
-------------- --------- --------- ----------
Income (Loss) from operations (49,479) (501,754) 10,974 (113,593)
Interest Expense (233,460) (103,201) (93,282) (62,984)
Interest Income 10,904 1,129 7,437 149
-------------- --------- --------- ----------
Loss before income taxes (272,035) (603,826) (74,871) (176,428)
Income taxes - - - -
-------------- ---------- --------- ----------
Net loss $ (272,035) $(603,826) $(74,871) $(176,482)
============== ========== ========= ==========
Weighted average shares outstanding 2,140,234 124,733 389,541 115,400
============== ========== ========= ==========
Net loss per share $ (0.13) $(4.84) $(0.19) $(1.53)
============== ========== ========= ==========
</TABLE>
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Investment Income Properties of America, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
Sept. 30,
------------------------------------
1998 1997
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<S> <C> <C>
Cash flows from operating activities
Net loss $ (272,035) $ (604,185)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense 65,643 18,483
Amortization expense - 3,086
Compensation expense from stock options - 12,880
Stock issued in lieu of rent expense - 25,881
Changes in operating assets and liabilities
Increase in prepaid expenses - (1,883)
Increase in accrued interest 511 -
Increase due from affiliate 4,415 -
Increase in other assets 8,182 (4095)
Increase in accounts payable and
accrued expenses 66,421 46,773
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Net cash used in operating activities (126,863) (503,060)
------------ ------------
Cash flows used in investing activities:
Purchase of Buildings (385,499) (507,650)
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Other assets- loan to employee (5,000) -
Repayments of employee loan 381 -
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Net cash in investing activities (390,880) (507,650)
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Cash flows from financing activities:
Repayment of principal on mortgage note (16,889) -
Proceeds from notes payable to related parties - 997,214
Due to seller-950 Office Building - -
Proceeds from issuance of stock 677,000 37,120
Repayment of note payable to related party (137,000) -
Repayment of note payable to affiliate (47,000) -
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Net cash provided by financing activities 471,492 1,034,334
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Net increase(decrease) in cash and cash equivalents (40,870) 23,624
Cash and cash equivalents at beginning of period 153,552 29,660
------------ ------------
Cash and cash equivalents at end of period $ 112,682 $ 53,284
============ ============
Supplemental information:
Cash paid during the year for:
Interest $ 146,502 $ 25,730
============ ============
Income taxes $ - $ 787
============ ============
Non cash financing activities:
Issuance of Mortgage Notes to third parties
in connection with purchase of office complexes $ 1,972,425 $ 2,056,066
============ ============
</TABLE>
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Investment Income Properties of America, Inc.
UNAUDITED NOTES TO FINANCIAL STATEMENTS
NOTE A- BASIS OF PRESENTATION
- -----------------------------
The accompanying unaudited condensed financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all 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 fair presentation have been included.
Operating results for the nine months ending September 30, 1998, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.
The balance sheet at December 31, 1997 has been derived from the
audited financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. For further information, refer to the audited
financial statements and footnotes thereto included in the Form 10-KSB filed by
the Company for the year ended December 31, 1997.
NOTE B- FORMATION AND OPERATIONS OF THE COMPANY
- -----------------------------------------------
Investment Income Properties of America, Inc. (the "Company"), is a
Delaware corporation which intends to qualify as a real estate investment trust
("REIT") under the Internal Revenue code of 1986, as amended (the "Code"). The
Company has a limited operating history. The Company has been formed to invest
primarily in existing residential and commercial properties in the Southeast and
Southwestern regions of the United States. The Company intends to seek
properties which hold potential for appreciation, including properties which may
be suitable for future conversion into condominium units.
NOTE C- COMMITMENTS TO PURCHASE OFFICE BUILDING
On September 30, 1998, Investment Income Properties of America, Inc. (the
"Company") contracted to purchase a one story office complex consisting of 8,200
square feet, having an address of 1201 South 19th Street, Corpus Christi, Texas
(the "Property"). The Company has contracted to purchase the property for
$1,110,000. The property will be financed through a conventional mortgage of
$888,000 with the sellers receiving 31,714 shares of the Company's Common Stock
(valued @ $222,000) of IIPA for the equity in the building. Title to the
Property will be conveyed by a fee simple warranty.
The Property is leased to one tenant, Radiation Centers of America, Inc. which
is engaged in the Healthcare Service Business of Oncology. The Company (IIPA)
has negotiated a sale/leaseback with annual lease increases for 20 years.
In consideration of services rendered to the Company in connection with the
selection and acquisition of the Property, the Company will pay Professional
Realty Management Services, Inc. ("PRMS"), an affiliate of the Company, a
property acquisition fee of 2% of the purchase price of the Property or $
22,200. PRMS will serve as property manager for the Property and will be paid a
monthly management fee equal to 5% of the gross revenues of the Property.
On September 30, 1998, Investment Income Properties of America, Inc. (the
"Company") contracted to purchase a one story office complex consisting of 5,000
square feet, having an address of 7850 North University Drive, Tamarac, Florida
(the "Property"). The Company has contracted to purchase the property for
$1,445,000. The property will be financed through a conventional mortgage of
$1,156,000 with the sellers receiving 41,285 shares of the company's Common
Stock (valued @ $289,000) of IIPA for the equity in the building Title to the
Property will be conveyed by a fee simple warranty.
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The Property is leased to one tenant, Radiation Centers of America, Inc. which
is engaged in the Healthcare Service Business of Oncology. The Company (IIPA)
has negotiated a sale/leaseback with annual lease increases for 20 years.
In consideration of services rendered to the Company in connection with the
selection and acquisition of the Property, the Company will pay Professional
Realty Management Services, Inc. ("PRMS"), an affiliate of the Company, a
property acquisition fee of 2% of the purchase price of the Property or $
28,900. PRMS will serve as property manager for the Property and will be paid a
monthly management fee equal to 5% of the gross revenues of the Property.
The Company privately raised $511,000 through the sale of 73,000 shares of the
Company's common stock @ $7 per share (although the proceeds have not been
received to date of hereof). As received, the proceeds from the sale of the
Corpus Christi , Texas property are being used for the repayment of debt and
deposits on Properties to be purchased by the Company.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
This Form 10-Q contains forward-looking statements, including,
without limitation, statements relating to development activities of the Company
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Although the Company believes that the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, the Company's actual results and performances of Office
Complexes and of Apartment Communities could differ materially from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference include general economic conditions, local real estate conditions,
construction delays due to unavailability of materials, weather conditions or
other delays.
Overview
The following discussion should be read in conjunction with the
Financial Statements of the Company and the Notes thereto appearing elsewhere
herein.
As of September 30, 1998, there were 2,728,938 outstanding shares,
of which 910,438 or 33 % were owned by the investors and 1,818,500 or 67 % were
owned by other stockholders (including certain officers and directors of the
Company).
On June 30, 1997, the Company purchased The 950 Professional
Building, a three-story office complex consisting of 40,000 square feet in
Pompano Beach, Florida (the "Property"). The Company purchased the Property for
$2,600,000. The purchase was financed through a purchase money mortgage of
$2,080,000 and funds provided through loans by individuals who also own shares
of Common Stock in the Company. The mortgage bears interest at 1% below the
prime rate, is payable monthly and is collateralized by the property. During any
time the mortgage is outstanding, the seller has the option to convert the
mortgage and note to common stock of the Company.
The Property consists of 31 rental suites, 29 of which are currently
leased to 29 tenants that are engaged in a variety of businesses, including
financial services, investment banking, publishing, computer technology, health
care services, accounting and law. The suites provide for a combined total of
26,000 square feet of rentable area. The Company purchased the Property from a
third party, unaffiliated with the Company, who had owned the Property and
leased office space thereon for the past 28 years. The Company will use one
suite on the Property as its corporate headquarters and continue to use the
remainder of the Property as office building rental or leasing space.
In consideration for services rendered to the Company in connection
with the selection and acquisition of the Property, the Company will pay
Professional Realty and Management Services, Inc. ("PRMS"), an affiliate of the
Company, a property acquisition fee of 4% of the purchase price of the Property
or $104,000 when the equity for the acquisition of the Property is fully raised.
PRMS will serve as property manager for the Property and will be paid a monthly
management fee equal to 5% of the gross revenues of the Property.
On July 10, 1998, the Company purchased Centre Place Professional
Park, a one story office complex consisting of Three (3) One Story Buildings
totaling 33,062 square feet, having an address of 1495, 1497, 1499 Forest Hill
Blvd. West Palm Beach, Florida (the "Second Property"). The Company purchased
the second property for $2,320,500. The second property was financed through a
purchase money mortgage of $1,972,425 and funds provided through loans by
individuals who also own shares in the Company. The Mortgage bears interest at
7.25% and is payable monthly and is collateralized by the second property.
The Second Property consisits of 29 rental suites, 25 of which are currenlty
leased to tenants engaged in a variety of business, including financial
services, investment banking, publishing computer technology, healthcare
servises, accounting and law. The suites provide for a combined total of 28,240
square feet of rental area. The Company purchased the Second Property from a
third party, unaffiliated with the Company, that had owned the Property and
leased space thereon for the past 6 years.
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In consideration of services rendered to the Company in connection
with the selection and acquisition of the Second Property, the Company paid
PRMS, an affiliate of the Company, a property acquisition fee of 2% of the
purchase price of the Property of $46,410.00. PRMS will serve as property
manager for the Second Property and will be paid a monthly management fee equal
to 5% of the gross revenues of the Second Property.
Results of Operations for the Nine Months Ended September 30, 1998 and
1997
For the nine months ended September 30, 1998, the Company had a net
loss of $272,035 compared to a net loss of $603,826 for the same period in 1997.
Interest income increased $9,775 to $10,904 for the nine months
ended September 30, 1998, compared to $1,129 for the same period in 1997,
primarily due to an increase in cash invested in interest bearing accounts.
Interest expense increased $130,259 to $233,460 for the nine months
ended September 30, 1998, compared to $103,201 for the same period in 1997,
primarily due to an increase in loans from related parties and interest from the
mortgage on the office complexes.
Selling general and administrative expenses were $477,024 for the
nine months ended September 30, 1998, compared to $607,763 for the same period
in 1997, primarily due to a decrease in professional fees incurred for
accounting, legal services, and marketing expenses.
Results of Operations for the Three Months Ended September 30, 1998 and
1997
For the three months ended September 30, 1998 the Company had a net
loss of $74,871 compared to a net loss of $176,428 for the three months ended
September 30, 1997.
For the three months ended September 30, 1998, interest income
increased $7,288 to $7,437 compared to $149 for the three months ended September
30, 1997. The increase in interest income is due to an increase in cash invested
in interest bearing accounts.
Interest expense increased $30,298 to $93,282 for the three months
ended September 30, 1998 compared to $62,984 for the three months ended
September 30, 1997, primarily due to increase in loans from related parties and
interest from the mortgage on the office complexes.
Selling general and administrative expenses were $194,528 for the
three months ended September 30, 1998 compared to $219,602 for the three months
ended September 30, 1997. The decrease is primarily due to decrease in
professional fees and costs associated with the purchase of the office complex
in June 1997.
Liquidity and Capital Resources
The Company's outstanding indebtedness at September 30, 1998,
totaled $5,833,677. This amount included approximately $369,246 of accounts
payable, $1,423,000 of unsecured notes payable to related parties, $34,500 of
notes payable to affiliate, and third party mortgage notes payable of
$4,006,931.
At September 30, 1998, the Company had a working capital deficit
$1,749,438 as compared to a working capital deficit of $1,802,518 at December
31, 1997. The decrease in the working capital deficit was primarily attributable
to decreases in loans from related parties and the note payable to the
affiliate.
Net cash used in operating activities was $126,863 for the nine
months ended September 30, 1998, as compared to cash used in operating
activities of $503,060 for the nine months ended September 30, 1997. The
decrease in cash used in operating activities was primarily attributable to a
decrease in the net loss. Net cash used in investing activities was
9
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$385,499 for the nine months ended September 30, 1998, as compared to $507,650
for the nine months ended September 30, 1997. The decrease was attributable to
the fact that the purchase of a second building that occurred in the nine months
ended September 30, 1998 required a lower cash outlay than the purchase in 1997.
Net cash provided by financing activities was $471,492 for the nine months ended
September 30, 1998, as compared to net cash provided by financing activities for
the nine months ended September 30, 1997, of $1,034,334. The decrease in cash
provided by financing activities is primarily attributable to a decrease in
funds borrowed from related parties.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company sustained
losses from operations in 1998 and 1997, which has resulted in deterioration in
the Company's financial position.
The recoverability of a major portion of the recorded asset amounts
shown in the accompanying balance sheet is dependent upon commencement of
successful operations of the Company, which in turn is dependent upon the
Company's ability to finance its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets and liability amounts which might result from the above
uncertainties.
The Company has and will continue to take a number of steps to
reduce its operating losses. The Company will continue to increase its efforts
in marketing its initial public offering of the Company's shares to raise funds.
Management believes that as a result of the action stated above, the Company can
continue in existence for the next twelve months; however, there is no assurance
that such action will be consummated or will eliminate the Company's need for
additional capital.
The Company is Susceptible to Year 2000 System Risk
Computer systems generally record date information in two digit format.
As a result, the year 2000 will be recorded at "00", which may result in an
operating system making errors, failing to properly recognize dates, or refusing
to process data. The Company has retained outside consultants to ensure that the
Company's systems will be year 2000 compliant, and expects to accomplish all
requisite hardware and software updates during 1998 as a cost not to exceed
$50,000. The Company intends to make inquiry of its customers and suppliers
concerning their compliance to the extent it may impact the Company, and to take
appropriate actions in response.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
- ------ -----------------
The Company is not involved in any pending litigation.
Item 2. Changes in Securities.
- ------ ---------------------
There have been no materially modified changes this period.
Item 3. Defaults Upon Senior Securities.
- ------ -------------------------------
There have been no material defaults this period.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
No matters were submitted to a vote of security holders this period.
Item 5. Other Information.
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No other information to report.
Item 6. Exhibits and Reports.
- ------ --------------------
Financial Data Schedule.
10
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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 INCOME PROPERTIES OF
AMERICA, INC.
November 20, 1998
- -------------------------- By: /S/ Fredric B. Layne
-----------------------
(Date) Fredric B. Layne
President and CEO
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 112,682
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 125,445
<PP&E> 4,809,160
<DEPRECIATION> 65,643
<TOTAL-ASSETS> 4,977,736
<CURRENT-LIABILITIES> 1,874,883
<BONDS> 0
0
0
<COMMON> 2,728,938
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,977,736
<SALES> 0
<TOTAL-REVENUES> 427,545
<CGS> 0
<TOTAL-COSTS> 477,024
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (233,460)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (272,035)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> 0
</TABLE>
