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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number: 0-5537
INVESTMENT PROPERTIES ASSOCIATES
--------------------------------
(Exact name of registrant as specified in its charter)
A New York Limited Partnership 13-2647723
- ------------------------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
60 East 42nd Street, New York, New York 10165
---------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 687-6400
--------------
(Registrant's telephone number, including area code)
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
820,000 participations of Limited Partnership Interests are outstanding as
of the date hereof.
INVESTMENT PROPERTIES ASSOCIATES
FORM 10-Q
For the Fiscal Quarter Ended March 31, 2003
INDEX
Page
----
PART I. FINANCIAL INFORMATION................................................1
Item 1. Financial Statements.................................................1
Balance Sheets.......................................................1
Statements of Operations.............................................2
Statements of Cash Flows.............................................3
Notes to Unaudited Financial Statements..............................4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations...........................................................5
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........6
Item 4. Controls and Procedures..............................................6
PART II. OTHER INFORMATION....................................................7
Item 6. Exhibits and Reports on Form 8-K.....................................7
Signatures...........................................................8
Certifications.......................................................9
-i-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
ASSETS (Unaudited) (Note)
Real estate, at cost $ 8,033,347 $ 8,033,347
Less: Accumulated depreciation
and amortization 5,880,040 5,880,040
----------- -----------
2,153,307 2,153,307
Cash and cash equivalents 685,520 1,516,410
Due from managing agent
(Helmsley-Spear, Inc.) 79,048 47,380
Other assets 17,705 16,881
----------- -----------
$ 2,935,580 $ 3,733,978
=========== ===========
LIABILITIES AND PARTNERS'
CAPITAL (DEFICIENCY)
Accounts payable $ 9,593 $ 6,547
Distributions payable to General
Partners, Special Limited Partners
and Limited Partners -- 457,752
Guaranteed Payments Due to General
Partners, Special Limited Partners
and Limited Partners 59,125 146,500
Sundry liabilities and other
accrued expenses 107,443 105,230
----------- -----------
176,161 716,029
----------- -----------
Partners' Capital (Deficiency)
General Partners (2,498,007) (2,495,163)
Special Limited Partners 3,034,499 3,290,185
Limited Partners (represented by the
equivalent of 820,000 Participation
Interests) 2,222,927 2,222,927
----------- -----------
2,759,419 3,017,949
----------- -----------
$ 2,935,580 $ 3,733,978
=========== ===========
Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date.
See accompanying notes to financial statements.
1
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED
--------------------------------
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
Revenues:
Interest $ 4,331 $ 11,531
Other income -- 1,500,000
--------- ----------
4,331 1,511,531
--------- ----------
Expenses:
Real estate taxes 77,631 77,034
Other expenses 156,105 185,167
--------- ----------
233,736 262,201
--------- ----------
Income (loss) before items
shown below (229,405) 1,249,330
--------- ----------
Guaranteed payments required
under the Limited
Partnership Agreement:
To the Limited Partners 3,750 3,750
To the General and Special
Limited Partners 25,375 25,375
--------- ----------
29,125 29,125
--------- ----------
Net (loss) income transferred
to Partners' capital accounts $(258,530) $1,220,205
========= ==========
Net (loss) income allocable as
follows (based on terms of the
Limited Partnership Agreement):
General Partners $ (2,844) $ 6,711
Special Limited Partners (255,686) 603,391
Limited Partners (represented by the
equivalent of 820,000 Participation
Interests - unchanged during the periods) -- 610,103
--------- ----------
$(258,530) $1,220,205
========= ==========
Per Participation Interest:
Net income (loss) $ -- $ 0.7440
========= ==========
See accompanying notes to financial statements.
2
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
2003 2002
---- ----
OPERATING ACTIVITIES:
Net (loss) income $ (258,530) $ 1,220,205
Adjustments to reconcile net (loss)
income to net cash used in
operating activities:
Changes in operating assets and
liabilities:
(Increase) decrease in due from
managing agent (31,668) 61,062
(Increase) decrease in other assets (824) 15,289
Increase in accounts payable 3,046 14,558
Decrease in sundry liabilities and
other accrued expenses (85,162) (76,038)
Decrease in deposits -- (1,500,000)
---------- -----------
Net cash used in operating activities (373,138) (264,924)
---------- -----------
FINANCING ACTIVITIES:
Distributions of net operating
revenues to General Partners,
Special Limited Partners and
Limited Partners (457,752) (131,000)
---------- -----------
Decrease in cash and cash equivalents (830,890) (395,924)
Cash and cash equivalents at beginning of year 1,516,410 2,788,292
---------- -----------
Cash and cash equivalents at March 31 $ 685,520 $ 2,392,368
========== ===========
See accompanying notes to financial statements.
3
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2003
NOTE 1
As permitted by the Securities and Exchange Commission, the accompanying
unaudited financial statements and footnotes have been condensed and therefore,
do not contain all disclosures required by accounting principles generally
accepted in the United States. Reference should be made to the Company's Annual
Report Form 10-K for the year ended December 31, 2002, filed with the Securities
and Exchange Commission.
NOTE 2
In the opinion of the Company, the accompanying unaudited financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly its financial position as of March 31, 2003 and the results of
operations for the three months ended March 31, 2003 and 2002.
NOTE 3
The results of operations for the three months ended March 31, 2003 and 2002 are
not necessarily indicative of the results to be expected for the full year.
NOTE 4 - Taxes
The net (loss) income for Federal income tax purposes is ($312,180) (three
months ended March 31, 2003) and $1,166,527 (three months ended March 31, 2002)
as compared with net (loss) income of ($258,530) and $1,220,205 respectively, as
shown in the statements of operations. The differences result principally from
differences in depreciation expense which continues to be recognized for income
tax purposes.
NOTE 5 - Other Income
On October 22, 2001, the Company signed a contract, subject to certain closing
conditions, to sell its only remaining property, a vacant commercial office
building located at 570 Broad Street, Newark, New Jersey, for a purchase price
of $11,500,000. In connection with the contract, the Company received
non-refundable deposits from the buyer in the amount of $1,500,000. In January
2002, due to the buyer's inability to satisfy the closing conditions, the
contract expired and the Company resumed marketing activities with respect to
the Property. The Company retained the non-refundable deposits from the buyer in
the amount of $1,500,000.
NOTE 6 - Subsequent Event
On April 24, 2003, the Company signed a contract to sell its only remaining
property, a vacant commercial office building located at 570 Broad Street,
Newark, New Jersey, for a purchase price of $7,000,000. Subject to certain
conditions, the closing is expected to occur within approximately sixty days,
but there can be no assurances that such sale will be concluded. The Company
will have no remaining real property upon the consummation of this transaction.
4
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the sales of the Company's remaining income producing properties
in 2000, the Company no longer derives income from rental operations. The
activity of the Company consists of marketing for sale its remaining non-income
producing property, a vacant office property located at 570 Broad Street,
Newark, New Jersey. On April 24, 2003, the Company signed a contract to sell its
only remaining property, a vacant commercial office building located at 570
Broad Street, Newark, New Jersey, for a purchase price of $7,000,000. Subject to
certain conditions, the closing is expected to occur within approximately sixty
days, but there can be no assurances that such sale will be concluded. The
Company will have no remaining real property upon the consummation of this
transaction. See Note 6 of the accompanying notes to the financial statements.
The decrease in interest income was due to the reduction of investments in
commercial paper as a result of the payment of 2002 accrued distributions during
2003, as well as the impact of declining interest rates.
Other income in 2002 relates principally to the Company's retention of a
non-refundable deposit in the amount of $1,500,000 received in 2001 from a
prospective buyer of the 570 Broad Street property pursuant to a contract to
sell the 570 Broad Street property, which was subject to certain closing
conditions. As a result of the prospective buyer's inability to satisfy the
closing conditions of the sales contract, the contract expired in accordance
with its terms in January of 2002, and the buyer's deposit was forfeited to the
Company. See Note 5 of the accompanying notes to the financial statements.
The decrease in other expenses in 2003 as compared to 2002 is principally
attributable to a decrease in professional fees.
As of December 31, 2002, the Company had accrued a distribution to its General
Partners, Special Limited Partners and holders of record of the PPI's as of the
close of business on December 31, 2001 in the amount of $450,538 in respect of
2002 net operating revenues. These amounts were paid prior to March 31, 2003.
5
INVESTMENT PROPERTIES ASSOCIATES
(A New York Limited Partnership)
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 2003, the Company had no interest bearing indebtedness and
accordingly was not exposed to market risk with respect to changes in interest
rates, and does not anticipate a need to seek additional borrowings.
ITEM 4.
CONTROLS AND PROCEDURES
Within the 90-day period preceding the date of this report, an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer and the Chief
Financial Officer (the "Certifying Officers"). Based on that evaluation, the
Certifying Officers concluded that the Company's disclosure controls and
procedures are effective to bring to the attention of the Company's management
the relevant information necessary to permit an assessment of the need to
disclose material developments and risks pertaining to the Company's business in
its periodic filings with the Securities and Exchange Commission. There have
been no significant changes to the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation.
6
PART II. OTHER INFORMATION
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 99.1 Section 906 Sarbanes-Oxley Act of 2002 certification of
Mr. Irving Schneider as General and Special Limited Partner
and Chief Executive Officer
Exhibit 99.2 Section 906 Sarbanes-Oxley Act of 2002 certification of
Mr. Robert Hecht as Chief Financial Officer
(b) Reports on Form 8-K
On March 6, 2003, the Company filed a Current Report on Form 8-K relating to the
dividend of approximately $450,538 paid to its general and special limited
partners and holders of record as of the close of business on March 17, 2003 of
its participations of limited partnership interests from its operating revenue.
On April 29, 2003, the Company filed a Current Report on Form 8-K relating to
the sale of its 570 Broad Street, Newark, New Jersey property, which is subject
to certain closing conditions.
Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.
7
INVESTMENT PROPERTIES ASSOCIATES
(A New York 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.
INVESTMENT PROPERTIES ASSOCIATES
By: /s/ Irving Schneider
---------------------------------------
Irving Schneider
General and Special Limited Partner and
Chief Executive Officer
By: /s/ Robert Hecht
---------------------------------------
Robert Hecht
Chief Financial Officer
Dated: May 14, 2003
8
CERTIFICATIONS
I, Irving Schneider, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Investment
Properties Associates;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003
/s/ Irving Schneider
---------------------------------------
Irving Schneider
General and Special Limited Partner and
Chief Executive Officer
9
I, Robert Hecht, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Investment
Properties Associates;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003
/s/ Robert Hecht
---------------------------------------
Robert Hecht
Chief Financial Officer
10