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, 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 0-11948
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
incorporation or organization) Identification No.)
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, 1996 and
September 30, 1997 2
Statements of Income for the three and nine
months ended September 30, 1996 and 1997 3
Statements of Cash Flows for the nine
months ended September 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
(*) 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,
1996 1997
------------ ------------
(Note) (Unaudited)
ASSETS:
Land and buildings, net of accumulated
depreciation of $13,749,248 at
December 31, 1996 and
$12,067,837 at September 30, 1997 $ 25,065,648 $ 19,183,681
Net investment in direct
financing leases 19,298,726 19,268,218
Real estate held for foreclosure 3,889,398
Cash and cash equivalents 5,237,995 4,296,504
Escrow funds 575,051 516,671
Other assets 2,474,117 2,654,649
------------ ------------
Total assets $ 52,651,537 $ 49,809,121
============ ============
LIABILITIES:
Mortgage notes payable $ 14,283,940 $ 14,049,940
Note payable to affiliate 1,151,000 1,151,000
Accrued interest payable 45,707 402,328
Accounts payable and accrued expenses 433,842 209,198
Accounts payable to affiliates 111,526 122,888
Deferred gains 901,390 867,588
Other liabilities 658,542 634,850
------------ ------------
Total liabilities 17,585,947 17,437,792
------------ ------------
PARTNERS' CAPITAL:
General Partners (67,666) (181,777)
Limited Partners (113,200 Limited
Partnership Units outstanding) 35,133,256 32,553,106
------------ ------------
Total partners' capital 35,065,590 32,371,329
------------ ------------
Total liabilities and
partners' capital $ 52,651,537 $ 49,809,121
============ ============
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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4
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, 1996 September 30, 1997 September 30, 1996 September 30, 1997
------------------ ------------------ ------------------ ------------------
Revenues:
Rental income from
operating leases $ 709,026 $ 564,027 $ 2,511,102 $1,992,080
Interest from direct
financing leases 880,627 843,915 2,550,801 2,603,231
Other interest income 62,996 41,005 157,247 108,233
Revenue of hotel
operations 2,612,241 1,103,989 5,550,474 2,810,392
Other income 10,000
---------- ----------- ----------- ----------
4,264,890 2,552,936 10,769,624 7,523,936
---------- ----------- ----------- ----------
Expenses:
Interest 457,552 377,553 1,710,905 1,070,417
Depreciation 298,579 289,161 1,053,803 887,746
General and
administrative 107,528 110,449 349,472 486,530
Property expenses 128,685 352,143 456,301 444,819
Amortization 1,291 13,301
Operating expenses of
hotel operations 1,619,184 765,891 4,080,977 2,159,992
Writedown to net realizable
value 1,300,000 1,350,000
---------- ----------- ----------- ----------
2,612,819 1,895,197 8,964,759 6,399,504
---------- ----------- ----------- ----------
Income before gain
on sales of real estate 1,652,071 657,739 1,804,865 1,124,432
Gain on sales of
real estate 4,498,823
---------- ----------- ----------- ----------
Net income $1,652,071 $ 657,739 $ 6,303,688 $1,124,432
========== =========== =========== ==========
Net income allocated
to General Partners $ 99,124 $ 39,464 $ 413,612 $ 67,466
========== =========== =========== ==========
Net income allocated
to Limited Partners $1,552,947 $ 618,275 $ 5,890,076 $1,056,966
========== =========== =========== ==========
Net income per Unit
(113,200 Limited
Partnership Units)
$ 13.72 $ 5.46 $ 52.03 $ 9.33
========== =========== =========== ==========
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,
---------------------------------------
1996 1997
------------ -----------
Cash flows from operating activities:
Net income $ 6,303,688 $ 1,124,432
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,067,104 887,746
Other noncash items (13,567) (3,294)
Gain on sale of real estate (4,498,823)
Writedown to net realizable value 1,300,000 1,350,000
Net change in operating assets and liabilities (117,313) (2,505)
------------ -----------
Net cash provided by operating activities 4,041,089 3,356,379
------------ -----------
Cash flows from investing activities:
Additional capitalized costs (172,006) (245,177)
Proceeds from sale of real estate 14,378,057
------------ -----------
Net cash provided by (used in) investing activities 14,206,051 (245,177)
------------ -----------
Cash flows from financing activities:
Distributions to partners (3,440,558) (3,818,693)
Payments on mortgage principal (354,518) (234,000)
Payments of mortgages payable (10,685,612)
------------ -----------
Net cash used in financing activities (14,480,688) (4,052,693)
------------ -----------
Net increase (decrease) in cash and cash equivalents 3,766,452 (941,491)
Cash and cash equivalents, beginning of period 2,300,682 5,237,995
------------ -----------
Cash and cash equivalents, end of period $ 6,067,134 $ 4,296,504
============ ===========
Supplemental disclosure of cash flows information:
Interest paid $ 1,851,596 $ 747,598
============ ===========
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.
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, 1996.
Note 2. Distributions to Partners:
Distributions declared and paid to partners during the nine months ended
September 30, 1997 are summarized as follows:
Quarter Ended General Partners Limited Partners Per Limited Partner Unit
- ------------- ---------------- ---------------- ------------------------
December 31, 1996 $61,057 $ 956,540 $8.45
======= ========== =====
March 31, 1997 $60,260 $ 944,088 $8.34
======= ========== =====
June 30, 1997 $60,260 $ 944,088 $8.34
======= ========== =====
A special distribution of $7 per Limited Partner Unit ($792,400) was declared
and paid in January 1997.
A distribution of $8.34 per Limited Partner Unit for the quarter ended September
30, 1997 was declared and paid in October 1997.
Note 3. Transactions with Related Parties:
For the three-month and nine-month periods ended September 30, 1996, the
Partnership incurred property management fees of $13,737 and $61,100,
respectively, and general and administrative expense reimbursements of $19,376
and $89,921, respectively. For the three-month and nine-month periods ended
September 30, 1997, the Partnership incurred property management fees of $11,479
and $42,996, respectively, and general and administrative expense reimbursements
of $54,799 and $147,558, respectively. Management believes that ultimate payment
of a preferred return to the General Partners of $1,422,844, based upon
cumulative proceeds of sales of assets, is reasonably possible but not probable,
as defined in Statement of Financial Accounting Standards No. 5, and no accrual
for such preferred return has been reflected in the accompanying Financial
Statements.
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, 1996
and 1997 were $68,216 and $46,703, 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 two hotel
properties. For the nine-month periods ended September 30, 1996 and 1997, the
Partnership earned its total lease revenues (rental income plus interest income
from financing leases) from the following lease obligors:
1996 % 1997 %
---------- --- ---------- ---
Gould, Inc. $ 911,250 18% $ 911,250 19%
Spreckels Industries, Inc. 765,538 15 765,538 17
DeVlieg Bullard, Inc. 674,413 13 715,353 16
Exide Electronics Corporation 429,098 8 429,098 10
Penn Virginia Corporation 374,063 7 374,063 8
DS Group Limited (formerly
Stoody Deloro Stellite, Inc.) 299,987 6 366,245 8
Arley Merchandise Corporation 450,000 9 300,000 7
Harcourt General Corporation 175,312 4 175,312 4
Penberthy Products, Inc. 148,138 3 157,130 3
Winn-Dixie Stores, Inc. 143,650 3 143,650 3
Sunds Defibrator Woodhandling, Inc. 108,180 2 108,180 2
Rochester Button Company 168,253 3 104,494 2
Other 33,291 1 45,000 1
GATX Logistics, Inc. 380,730 8
---------- --- ---------- ---
$5,061,903 100% $4,595,313 100%
========== === ========== ===
Operating results of the hotel properties for the nine-month periods ended
September 30, 1996 and 1997 are summarized as follows:
1996 1997
----------- -----------
Revenues $ 5,550,474 $ 2,810,392
Fees paid to hotel management company (121,700) (65,999)
Other operating expenses (3,959,277) (2,093,993)
----------- -----------
Hotel operating income $ 1,469,497 $ 650,400
=========== ===========
Note 5. Real Estate Held for Foreclosure:
The Partnership owns two properties in Sumter and Columbia, South Carolina
leased to Arley Merchandise Corporation ("Arley"). A limited recourse mortgage
loan of $4,754,940, collateralized by the properties and an assignment of the
Arley lease, matured in January 1993. The Partnership and the lender entered
into a forbearance agreement at that time and attempted to reach an agreement to
restructure the loan. Such agreement was not reached and the forbearance
agreement expired on July 1, 1995.
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8
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
On May 15, 1997, the lender made a demand for payment of the entire outstanding
principal balance of the loan. Although the Partnership made certain offers to
the lender, the lender rejected such offers and, on June 18, 1997, the lender
initiated a lawsuit for the purpose of foreclosing on the Arley properties. In
connection with such actions, the Partnership re-evaluated its estimate of the
fair value of the Arley properties and recorded a writedown of $1,350,000 at
June 30, 1997. The Partnership is not contesting the lender's actions and has
reclassified the Arley properties as real estate held for foreclosure. As the
loan is limited recourse, the lender's sole recourse is to the Arley properties
and deposits of $390,000 which were funded by the lender exercising its
assignment of the Arley rents at the time of the scheduled maturity in 1993.
In July 1997, the Arley lease was disaffirmed by the Bankruptcy Court in
connection with Arley's voluntary petition of bankruptcy. In addition, the
Partnership established a reserve for uncollected rents of $300,000 with such
charge included in property expenses at September 30, 1997.
Note 6. Consent Solicitation:
On October 15, 1997, Carey Diversified LLC ("CD(SM)") filed a Consent
Solicitation Statement/Prospectus ("consent solicitation") with the United
States Securities and Exchange Commission. The General Partners are proposing
that the Limited Partners of the nine CPA(R) limited partnerships approve a
transaction in which each CPA(R) limited partnership would be merged with a
subsidiary partnership of CD(SM), of which CD(SM) is the general partner. As
described in the consent solicitation, each limited partner would have the
option of either exchanging his or her limited partnership units for an interest
in CD(SM) ("Listed Shares") or to retain a limited partnership interest in the
subsidiary partnership ("Subsidiary Partnership Units"). If the holders of a
majority of the outstanding limited partnership units of the Partnership consent
to the transaction, the merger of the Partnership with the corresponding
subsidiary partnership of CD(SM) may be consummated. If the transaction is
consummated, the General Partners will exchange a portion of their general
partnership interests in exchange for Listed Shares. The transaction will not
occur unless the CPA(R) Partnerships approving the transaction represent at
least $200,000,000 in Total Exchange Value, as defined. There is no assurance
that the holders of limited partnership units of the Partnership will consent to
the transaction or that the transaction will occur.
If the transaction is completed, the Listed Shares will be listed and publicly
traded on the New York Stock Exchange. Subsidiary Partnership Units will provide
substantially the same economic interest and legal rights as those of a limited
partnership unit in the Partnership, but will not be listed on a securities
exchange. Conversion of limited partnership units to Listed Shares or Subsidiary
Partnership Units will not result in a taxable event to the limited partners.
The risk factors and benefits relating to the proposed transaction are described
in the consent solicitation. The General Partners, as well as all the Directors
of the Corporate General Partners of the CPA(R) Partnerships, have unanimously
approved the proposed transaction.
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9
CORPORATE PROPERTY ASSOCIATES 5
(a California limited partnership)
Item 2. - MANAGEMENT'S DISCUSSION OF OPERATIONS
Results of Operations:
As a result of the sales of the property leased to GATX Logistics, Inc. and
the hotel property in Rapid City, South Dakota in the second and fourth quarters
of 1996, respectively, the results of operations for the three-month and
nine-month periods ended September 30, 1997 are not fully comparable with the
results for the three-month and nine-month periods ended September 30, 1996. For
the last full fiscal year that the Partnership owned the GATX and Rapid City
properties, the GATX lease represented 16% of annual lease revenues and the
Rapid City hotel represented 51% of annual hotel revenues, as well as 70% of the
Partnership's hotel operating income. In addition, earnings for the prior-year
nine-month period includes the benefit of a $4,408,000 gain on the sale of the
GATX property.
Income before gain on sales of real estate decreased by $994,000 and
$680,000 for the comparable three-month and nine-month periods. The decrease in
earnings was due to a decrease in lease revenues, lower hotel earnings and an
increase in general and administrative expenses. These items were partially
offset by decreases in interest and depreciation expenses. For the comparable
three-month periods, general and administrative expenses were stable while
property expenses increased. Earnings for the three-month period were also
affected by the decreases in lease revenues, hotel earnings and interest and
depreciation expenses.
Of the decrease in lease revenues of $467,000 for the comparable nine-month
periods, $381,000 was due to the assignment of the GATX lease in connection with
the 1996 sale of the property and $150,000 due to the termination of the Arley
Merchandise Corporation lease pursuant to the order of the Bankruptcy Court.
Lease revenues benefited from the May 1996 rent increases on the Partnership's
leases with DeVlieg Bullard, Inc. and Penberthy Products, Inc. and the 1997
increase on the lease with DS Group Limited. Of the $640,000 decrease in
interest expense, $328,000 was attributable to loans satisfied in connection
with the sale of properties in 1996 and $318,000 was attributable to the
prepayment of loans on properties that the Partnership continues to lease. The
increase in general and administrative expenses was due to increased
partnership-level state taxes primarily as a result of projected increases in
taxable income in certain states and an increase in administrative
reimbursements due to the costs incurred in structuring the proposed transaction
described in Note 6 to the Financial Statements. The increase in property
expenses for the current three-month period was due to the charge for
establishing a $300,000 reserve for uncollected rents as a result of the
termination of the Arley lease. Because the mortgage lender on the Arley
properties had exercised its right of assignment on the lease, the Partnership
had not received any of the Arley rents since January 1993. Accordingly, the
termination of the Arley lease will have no effect on the Partnership's cash
flow.
The decrease in hotel earnings was due solely to the sale of the Rapid City
hotel. For the comparable nine-month periods, earnings from the two remaining
hotels increased by 19%. The average room rate of the Petoskey hotel increased
by approximately 3% while the occupancy rate increased to 57% from 52%. The
occupancy rate of the Alpena hotel had a 1% decrease with the average room rate
increasing by 6%. The operating expenses of the two hotels were stable,
increasing by only 2% from the prior year. The business of the two hotels is
seasonal in nature with most of their earnings realized in the summer. There is
no assurance that the hotel operations will operate above break-even for the
fourth quarter. The decrease in depreciation was solely due to the sale of the
GATX and Rapid City properties in 1996.
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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 condition since
December 31, 1996. Cash flow from operations of $3,356,000 was not sufficient to
fully fund quarterly distributions of $3,026,000 and a special distribution of
$792,000, paid in January 1997 and scheduled mortgage principal payments of
$234,000. Accordingly, the General Partners will continue to monitor the
Partnership's cash flows in order to determine whether the current distribution
rate can be sustained.
The Partnership anticipates that foreclosure actions taken by the lender on
two properties formerly leased to Arley will be completed before the end of the
year. Previous attempts to reach a restructuring agreement the Arley lender were
unsuccessful. Because the loan was structured as a limited recourse mortgage
loan, the lender's sole recourse is to the encumbered property and certain
deposits which were funded by the lender's exercise of its lease assignment.
After the foreclosure is completed, the only outstanding debt will be the
$1,151,000 note to an affiliate and $9,295,000 on the hotel properties. The
hotel property debt is collateralized by mortgages and/or lease assignments on
eight other Partnership properties. The Partnership has significant borrowing
capacity because several of its properties are unleveraged and unencumbered.
Gould, Inc. has entered into negotiations with the Partnership to seek an
early termination of its lease and to assign a sublease for a portion of the
property directly to the Partnership. If an agreement is reached, the
Partnership would receive, as a lump sum, substantially all scheduled rents
remaining on the initial term of the Gould lease, discounted at an agreed-upon
rate. The initial term of the Gould lease is scheduled to expire in November
1999. If no agreement is reached, Gould is obligated to pay all remaining rental
payments as originally scheduled and to pay all operating costs related to the
property.
As more fully described in Note 6 to the Financial Statements, the General
Partners have distributed to Limited Partners a consent solicitation which
proposes an exchange of limited partnership units for securities in a
publicly-traded limited liability company. The exchange would not result in a
taxable event to the limited partners, and the General Partners believe that
this proposed transaction will provide limited partners with liquidity on a
tax-effective basis. There is no assurance that the proposed transaction will be
completed.
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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, 1997, 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.
11/06/97 By: /s/ Steven M. Berzin
-------- ----------------------------------------
Date Steven M. Berzin
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
11/06/97 By: /s/ Claude Fernandez
-------- ----------------------------------------
Date Claude Fernandez
Executive Vice President and
Chief Administrative Officer
(Principal Accounting Officer)
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