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 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 0-11948
CORPORATE PROPERTY ASSOCIATES 5
(Exact name of registrant as specified in its charter)
CALIFORNIA 13-3164925
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
--- ---
2
CORPORATE PROPERTY ASSOCIATES 5
(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 Operations 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
Item 6. - Exhibits and Reports on Form 8-K 10
Signatures 11
*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.
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3
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
PART I
Item 1. - FINANCIAL INFORMATION
BALANCE SHEETS
December 31, September 30,
1995 1996
------------ -------------
(Note) (Unaudited)
ASSETS:
Land, buildings and personal property,
net of accumulated depreciation of
$16,636,945 at December 31, 1995 and
$13,512,314 at September 30, 1996 $34,358,635 $25,312,688
Net investment in direct
financing leases 19,352,938 19,312,798
Real estate held for sale 10,388,398 4,292,451
Cash and cash equivalents 2,300,682 6,067,134
Escrow funds 2,977,622 3,136,555
Accrued interest and rents receivable 9,634 33,221
Other assets 2,880,493 2,777,155
----------- -----------
Total assets $72,268,402 $60,932,002
=========== ===========
LIABILITIES:
Mortgage notes payable $36,065,145 $22,170,740
Note payable to affiliate 1,151,000 1,151,000
Accrued interest payable 170,877 76,818
Accounts payable and accrued expenses 572,267 531,381
Accounts payable to affiliates 144,553 98,165
Prepaid rental income 3,051 196,011
Deferred gains and other liabilities 2,415,446 2,098,694
----------- -----------
Total liabilities 40,522,339 26,322,809
----------- -----------
PARTNERS' CAPITAL:
General Partners (262,961) (55,783)
Limited Partners (113,200 Limited
Partnership Units outstanding) 32,009,024 34,664,976
----------- -----------
Total partners' capital 31,746,063 34,609,193
----------- -----------
Total liabilities and
partners' capital $72,268,402 $60,932,002
=========== ===========
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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CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, 1995 September 30, 1996 September 30, 1995 September 30, 1996
------------------ ------------------ ------------------ ------------------
Revenues:
Rental income from
operating leases $ 1,161,275 $ 709,026 $ 3,473,206 $ 2,511,102
Interest from direct
financing leases 821,538 880,627 3,055,846 2,550,801
Other interest income 60,851 62,996 274,551 156,247
Revenue of hotel
operations 2,516,094 2,612,241 5,431,224 5,550,474
Other income 47,483 1,000
----------- ---------- ----------- -----------
4,559,758 4,264,890 12,282,310 10,769,624
----------- ---------- ----------- -----------
Expenses:
Interest 854,055 457,552 2,647,539 1,710,905
Depreciation 459,423 298,579 1,546,743 1,053,803
General and
administrative 125,121 107,528 640,106 349,472
Property expenses 88,216 128,685 328,337 456,301
Amortization 8,501 1,291 24,876 13,301
Operating expenses of
hotel operations 1,519,800 1,619,184 3,986,045 4,080,977
Writedown to net realizable
value 1,691,640 1,691,640 1,300,000
----------- ---------- ----------- -----------
4,746,756 2,612,819 10,865,286 8,964,759
----------- ---------- ----------- -----------
(Loss) income before
(loss) gain on sales
of real estate (186,998) 1,652,071 1,417,024 1,804,865
(Loss) gain on sales of
real estate (1,719,828) (1,719,828) 4,498,823
----------- ---------- ----------- -----------
Net (loss) income $(1,906,826) $1,652,071 $ (302,804) $ 6,303,688
=========== ========== =========== ===========
Net (loss) income allocated
to General Partners $ (114,409) $ 99,124 $ (18,168) $ 413,612
=========== ========== =========== ===========
Net (loss) income allocated
to Limited Partners $(1,792,417) $1,552,947 $ (284,636) $ 5,890,076
=========== ========== =========== ===========
Net (loss) income per Unit
(113,200 Limited
Partnership Units)
$(15.83) $13.72 $(2.51) $52.03
======= ====== ====== ======
The accompanying notes are an integral part of the financial statements.
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5
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
-----------------------------------
1995 1996
---- ----
Cash flows from operating activities:
Net (loss) income $ (302,804) $ 6,303,688
Adjustments to reconcile net (loss) income
to net cash provided by operating activities:
Depreciation and amortization 1,571,619 1,067,104
Other noncash items 9,365 (13,567)
Loss (gain) on sales of real estate 1,719,828 (4,498,823)
Writedown to net realizable value 1,691,640 1,300,000
Net change in operating assets and liabilities (424,721) (117,313)
----------- ------------
Net cash provided by operating activities 4,264,927 4,041,089
----------- ------------
Cash flows from investing activities:
Additional capitalized costs (764,351) (172,006)
Deposit to escrow account (600,000)
Proceeds from sale of real estate 3,387,362 14,378,057
Purchase of interest in limited partnership (1,750,175)
----------- ------------
Net cash provided by investing activities 272,836 14,206,051
----------- ------------
Cash flows from financing activities:
Distributions to partners (6,640,252) (3,440,558)
Partial prepayment of note payable to affiliate (144,000)
Payments on mortgage principal (372,162) (354,518)
Prepayment of mortgage payable (2,200,000) (10,685,612)
Deferred financing costs (5,000)
----------- ------------
Net cash used in financing activities (9,361,414) (14,480,688)
----------- ------------
Net (decrease) increase in cash and cash equivalents (4,823,651) 3,766,452
Cash and cash equivalents, beginning of period 7,926,845 2,300,682
----------- ------------
Cash and cash equivalents, end of period $ 3,103,194 $ 6,067,134
=========== ============
Supplemental disclosure of cash flows information:
Interest paid $ 2,777,678 $ 1,851,596
=========== ============
Supplemental schedule of noncash investing and financing activities:
In connection with the January 1996 sale of a Partnership property, the
purchaser assumed a mortgage obligation of $2,854,275 and accrued interest
thereon of $12,049 from the Partnership.
In connection with the September 1995 sale of properties, the purchaser assumed
a mortgage loan obligation of $720,401 and accrued interest thereon of $5,780.
The accompanying notes are an integral part of the financial statements.
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CORPORATE PROPERTY ASSOCIATES 5
(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:
Quarter Ended General Partners Limited Partners Per Limited Partner Unit
------------- ---------------- ---------------- ------------------------
December 31, 1995 $84,900 $1,330,100 $11.75
======= ========== ======
March 31, 1996 $60,695 $ 950,880 $ 8.40
======= ========== ======
June 30, 1996 $60,839 $ 953,144 $ 8.42
======= ========== ======
A distribution of $8.44 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 $27,694 and $88,104, respectively, and
general and administrative expense reimbursements of $35,865 and $76,641,
respectively, payable to an affiliate. For the three-month and nine-month
periods ended September 30, 1996, the Partnership incurred management fees of
$13,737 and $61,100 respectively, and general and administrative expense
reimbursements of $19,376 and $89,921, respectively, payable to an affiliate.
The Partnership, in conjunction with certain affiliates, is a participant in an
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 $141,946 and $68,216, respectively.
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CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 4. Industry Segment Information:
The Partnership's operations consist primarily of the investment in and the
leasing of industrial and commercial real estate and the operation of three
hotel properties. 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:
1995 % 1996 %
---- ---- ---- ---
Gould, Inc. $ 843,750 13% $ 911,250 18%
Spreckels Industries, Inc. 765,538 12 765,538 15
DeVlieg Bullard, Inc. 623,238 9 674,413 13
Arley Merchandise Corporation 450,000 7 450,000 9
Exide Electronics Corporation 385,893 6 429,098 8
GATX Logistics, Inc. 1,048,950 16 380,730 8
Penn Virginia Corporation 374,063 6 374,063 7
Stoody Deloro Stellite, Inc. 304,307 5 299,987 6
Harcourt General Corporation 175,312 3 175,312 4
Rochester Button Company 150,483 2 168,253 3
Winn-Dixie Stores, Inc. 143,650 2 143,650 3
Penberthy Products, Inc. 136,897 2 148,138 3
FMP/Rauma Company 94,973 1 108,180 2
Other 394,676 6 23,291 1
Industrial General Corporation 637,322 10
Inno Tech Industries, Inc. 10,000
---------- ---- ---------- ----
$6,529,052 100% $5,061,903 100%
========== ==== ========== ====
Operating results of the three hotel properties for the nine-month periods ended
September 30, 1995 and 1996 are summarized as follows:
1995 1996
----------- ------------
Revenues $ 5,431,224 $ 5,550,474
Fees paid to hotel management company (113,871) (121,700)
Other operating expenses (3,872,174) (3,959,277)
----------- -----------
Hotel operating income $ 1,445,179 $ 1,469,497
=========== ===========
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8
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
Note 5. Subsequent Event:
On October 1, 1996, the Partnership sold its hotel property in Rapid City, South
Dakota which it operated as a Holiday Inn along with related operating assets,
net of accrued operating liabilities for $4,105,000. The carrying value of the
hotel property of $4,292,451 has been classified as real estate held for sale as
of December 31, 1995 and September 30, 1996.
Under an agreement with the issuer of the letter of credit supporting the
$6,800,000 tax-exempt mortgage bond on the Rapid City property, the Partnership
had agreed to use its best efforts to sell the hotel property in exchange for an
additional extension of the letter of credit from October 1995 to October 1997.
The net proceeds from the sale along with a bond security reserve sinking fund
of $1,895,000 and accumulated interest in the reserve account of approximately
$461,000, a special escrow account of $400,000 which had previously been
deposited with the issuer of the letter of credit and $184,000 of cash were used
to pay the bond obligation. The Partnership estimates that it will recognize a
gain on the sale of approximately $450,000 in the fourth quarter. Such gain will
include the recognition of certain gains which were deferred when the
Partnership acquired the hotel operation in connection with a settlement from
the former lessee in 1991.
In September 1994, the Partnership was advised by Holiday Inn that it would need
to upgrade the hotel's physical plant by January 1997 in accordance with a
modernization plan adopted by Holiday Inn or surrender its Holiday Inn license.
As the cost of such upgrade was estimated to be $1,925,000 as compared with an
estimate of $500,000 to maintain the hotel in its current condition, Management
concluded that such additional investment would not justify compliance with the
modernization plan. Although Management was considering an affiliation with
another national hotel chain, earnings were expected to decline after any change
in affiliation. Annual cash flow from the hotel (hotel earnings, adjusted for
depreciation and amortization, less debt service on the tax-exempt bonds) for
1995, the last full year of operations, was $305,000.
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9
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
Results of Operations:
Net income for the three-month and nine-month periods ended September 30,
1996 increased by $3,559,000 and $6,606,000, respectively, as compared with the
same periods ended September 30, 1995. Excluding the effect of gains and losses
on the sale of real estate, noncash charges on the writedown of properties to
estimated net realizable value and nonrecurring items included in other income,
income would have reflected increases of $147,000 and $43,000 for the comparable
three-month and nine-month periods, respectively. Income for the current
nine-month period benefitted from $4,499,000 of realized gains on the sales of
the Helena, Montana multi-tenant office building which was primarily occupied by
IBM Corporation and the warehouse property in Hodgkins, Illinois leased to GATX
Logistics, Inc. ("GATX") in January 1996 and April 1996, respectively. The prior
year's three-month and nine-month results were negatively impacted by a
$1,720,000 loss on the sale of three properties which had been leased to
Industrial General Corporation ("IGC") and the $1,692,000 charge on the
writedowns to net realizable value of the Rapid City hotel property and a
property in Elyria, Ohio which lease with IGC was terminated when the other IGC
properties were sold. Results for the current nine-month period were also
impacted by an additional $1,300,000 writedown of the Rapid City property, which
was incurred in the second quarter of 1996. The Rapid City property was
subsequently sold in October 1996.
The increase in income, exclusive of nonrecurring items, was due to
decreases in interest, depreciation and general and administrative expenses and
was partially offset by a decrease in lease revenues. Depreciation expense
decreased as a result of the sales of the Helena and GATX properties in 1996 and
the reclassification since December 31, 1995 of the Rapid City hotel property as
real estate held for sale. The decrease in interest expense was due to the
satisfaction of the mortgages on properties sold in 1995 and 1996 as well as the
prepayment of mortgages on properties leased to Gould, Inc. ("Gould") and Exide
Electronics Corporation ("Exide") from proceeds generated from the GATX sale.
General and administrative expenses for the nine-month period decreased due to
higher office expenses and partnership state franchise tax charges in 1995. As
expected, such expenses moderated during 1996. Lease revenues decreased as a
result of the Helena and the GATX sales in 1996 and the sale of the IGC
properties in September 1995. Annual cash flow (rentals, net of debt service
requirements on the mortgage loans) will decrease by $1,190,000 as a result of
the Helena and GATX dispositions; however, $1,024,000 of such reduction in cash
flow will be offset by the benefit of paying off the Exide and Gould property
loans, thereby eliminating debt service on such properties.
Hotel operating income was stable. A 10% increase in occupancy at the
Petoskey hotel and a 6% increase in food and beverage revenue increased earnings
at this hotel even though the average room rate declined 9%. The occupancy rate
and average room rate both increased by 3% at the Alpena hotel. These increases
were offset by a 17% decrease in earnings at the Rapid City hotel which incurred
a 4% and 5% decrease in occupancy and average room rates, respectively. As the
business at Alpena and Petoskey is seasonal, the hotel operation is not expected
to contribute any earnings for the remainder of the year. With the October sale
of the Rapid City property, hotel earnings will decline substantially as this
property contributed approximately 50% of hotel revenues and over 60% of hotel
earnings. Annual cash flow (hotel earnings, adjusted for depreciation and
amortization, less debt service requirements) from Rapid City operations, before
the effect of funding improvements, was approximately $305,000.
In September 1994, the Partnership was advised by Holiday Inn that it
would need to upgrade the physical plant at the three hotels by January 1997 in
accordance with a modernization plan adopted by Holiday Inn or surrender its
Holiday Inn licenses. As the cost of such upgrade for the Rapid City property
was estimated to be $1,925,000 as compared with an estimate of $500,000 to
maintain the hotel in its current condition, Management concluded that such
additional investment would not justify compliance with the plan at Rapid City.
The Alpena and Petoskey hotels are nearing completion of the modernization
upgrades and will retain their Holiday Inn affiliation. Although the Partnership
was considering an affiliation with another national hotel chain for the Rapid
City hotel, earnings were expected to decline after any change in affiliation.
Under its extension agreement with the issuer of a letter of credit which
supported the tax-exempt mortgage bond on the Rapid City hotel, the Partnership
had agreed to use its best effort to sell the Rapid City property. Without such
extension agreement, the Partnership would have had to surrender the property at
the initial expiration of the letter of credit in May 1995 and may not have
realized the benefit of the cash flow from operating the Rapid City hotel as a
Holiday Inn for this additional period.
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10
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS Continued
Financial Condition:
There has been no material change in the Partnership's financial condition
since December 31, 1995. With the sale of properties and the use of a portion of
such proceeds to pay off other mortgage debt, the Partnership's leverage has
decreased substantially and will decrease further with the satisfaction of the
$6,800,000 of mortgage debt on the Rapid City property in October 1996. Cash
flow from operations of $4,041,000 was sufficient to pay distributions to
partners of $3,441,000 and scheduled principal installments of $355,000.
Accordingly, absent any negative developments, the Partnership should have
sufficient cash flow from operations to prudently increase the distribution rate
to limited partners which rate was reduced in April 1996.
In January 1997, the Partnership is scheduled to make a balloon payment of
$1,071,000 on the limited recourse mortgage loan on the Stoody Deloro Satellite
("Stoody") property. As the Stoody lease has an initial term through 2010, the
Partnership expects that it should be able to refinance the loan. Based on its
current cash position, the Partnership could pay the entire outstanding loan
balance from cash reserves. In addition, the Partnership is continuing to
attempt to resolve the uncertainty regarding the matured mortgage loan on the
properties leased to Arley Merchandise Corporation ("Arley") which has a balance
of $4,755,000. Although the loan has matured, the Partnership has continued to
pay monthly debt service installments. On October 31, 1996, the lender made a
demand for payment of the entire outstanding principal balance. The Partnership
is currently engaging in discussions with the Arley lender regarding a possible
restructuring of the loan. To the extent that a resolution is not agreed to, the
Partnership could evaluate various alternatives, including refinancing the Arley
properties with another lender.
With the sale of the Rapid City property, mortgage indebtedness will
decrease to $15,370,000, consisting of the Stoody and Arley loans and the
mortgage loans on the Alpena and Petoskey properties which are
cross-collateralized with mortgages and/or lease assignments on eight other
Partnership properties. With the reduction in overall leverage, the Partnership
now has increased borrowing capacity including the potential for Partnership
level recourse financing; however, the Partnership is not currently seeking to
use such financing or increase its debt.
The General Partners are currently investigating ways to provide liquidity
for limited partners on a tax-effective basis.
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11
CORPORATE PROPERTY ASSOCIATES 5
(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 September 30, 1996, the Partnership
was not required to file any reports on Form 8-K.
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12
CORPORATE PROPERTY ASSOCIATES 5
(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 5
(a California limited partnership)
By: CAREY CORPORATE PROPERTY, INC.
11/8/96 By: /s/ Claude Fernandez
------- ------------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Financial Officer)
11/8/96 By: /s/ Michael D. Roberts
------- ------------------------------------
Date Michael D. Roberts
First Vice President and Controller
(Principal Accounting Officer)
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