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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended September 30, 1999 Commission File Number 1-6249
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First Union Real Estate Equity and Mortgage Investments
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(Exact name of registrant as specified in its charter)
Ohio 34-6513657
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1900, 55 Public Square
Cleveland, Ohio 44113-1937
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 781-4030
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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.
Yes X No
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
42,459,604 Shares of Beneficial Interest outstanding as of September 30, 1999
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Total number of pages contained in this report: 14
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements.
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The financial statements represent the combined results of First Union
Real Estate Equity and Mortgage Investments (the "registrant") and First Union
Management Inc., ("Company"). Under a trust agreement, the shares of the Company
are held for the benefit of the shareholders of the registrant. Accordingly, the
financial statements of the Company and the registrant have been combined.
Additionally, as the Company owns voting control of Imperial Parking Limited
("Impark"), the financial statements of Impark are consolidated with those of
the Company.
The combined financial statements included herein have been prepared by
the registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the registrant believes that the disclosures
contained herein are adequate to make the information presented not misleading.
These combined financial statements should be read in conjunction with the
combined financial statements and the notes thereto included in the registrant's
latest annual report on Form 10-K/A.
The "Combined Balance Sheets" as of September 30, 1999 (unaudited) and
December 31, 1998 (audited) and "Combined Statements of Operations, Combined
Statements of Comprehensive Income and Combined Statements of Changes in Cash"
for the periods ended September 30, 1999 (unaudited) and 1998 (unaudited and
restated), of the registrant, and "Notes to Combined Financial Statements," are
included herein. These financial statements reflect, in the opinion of the
registrant, all adjustments (consisting of normal recurring accruals) necessary
to present fairly the combined financial position and results of operations for
the respective periods in conformity with generally accepted accounting
principles consistently applied.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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Restatement of Combined Financial Statements
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The registrant has restated its combined financial statements for the
quarter and nine months ended September 30, 1998 as a result of changing the
lives of assets used to calculate depreciation expense and for the reversal of a
severance accrual in September 1998. The severance accrual was reversed in the
third quarter of 1998 and subsequently recognized in the fourth quarter of 1998.
Financial Condition
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The registrant sold a shopping center in February 1999 for $21.6
million resulting in net proceeds of $9.3 million after assumption of $11.5
million of mortgage debt by the purchaser. The registrant sold an office
building in March 1999 for $1.8 million in net proceeds. Also, the registrant
sold eight apartment complexes in May 1999 for $86 million resulting in net
proceeds of $46.7 million after the assumption of $37.5 million in debt by the
purchaser. Additionally, in May and June 1999, the registrant sold five shopping
malls and a shopping center for $59.4 million resulting in net proceeds of $57.8
million. The registrant also sold an office property, parking lot and shopping
mall in the second quarter of 1999 for $8.1 million, resulting in $7.7 million
of net proceeds. In July 1999, the registrant sold two shopping malls for $30.8
million in net proceeds after prepayment of $3.6 million in mortgage debt and a
$.3 million prepayment penalty.
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The registrant in August 1999 obtained two interest only, non-recourse
mortgage loans for $21.1 million and $16 million secured by office properties in
Cleveland, OH and Denver, CO., respectively. The mortgage loans have a term of 3
years. The Denver, CO mortgage loan bears interest at 325 basis points above
LIBOR per annum; while, the Cleveland, OH mortgage loan bears interest at 295
basis points above LIBOR per annum. The registrant purchased interest rate
protection agreements to reduce its exposure to the possibility of an increase
in interest rates for both mortgage loans.
In May 1999 the registrant distributed approximately 12.5 million
rights to purchase shares of beneficial interest of the registrant at $4.00 per
share, raising approximately $46.7 million net of offering costs. The registrant
used the net proceeds of the rights offering to repay $37.7 million of its note
payable and $9 million of its bank loans.
Unrestricted and restricted cash and cash equivalents increased by
$33.2 million when comparing the balance at December 31, 1998 to that of
September 30, 1999. The increase in cash and cash equivalents is primarily the
result of property sale net proceeds of $158 million, two mortgage loans
generating proceeds of $34.2 million after closing costs and required escrows,
rights offering net proceeds of $46.7 million, $14.6 million in cash from
operations during the first nine months of 1999 less a $90 million note payable,
$106 million of bank debt, and $3.6 million prepayment of a mortgage loan and
the repurchase of $8 million of common shares of beneficial interest. Of the
cash and cash equivalents, $15 million was used by the registrant to provide
collateral to secure Impark's credit agreement during the third quarter of 1999,
which was classified as restricted cash and cash equivalents in the September
30, 1999 combined balance sheet.
Accounts receivable and prepayments decreased by $10.9 million when
comparing the September 30, 1999 balance to the balance outstanding as of
December 31, 1998. The decrease was caused primarily by the collection in 1999
of percentage rent receivables recorded in 1998 and the deferral of the accrual
of 1999 percentage rent until the fourth quarter of 1999 in accordance with EITF
98-9 "Accounting for Contingent Rent in Interim Financial Statements".
Additionally, accounts receivable and prepayments decreased due to the sale of
21 properties during the first nine months of 1999 and the decrease in
receivables at Impark's equipment subsidiary.
In the second quarter of 1999, Impark sold a parking subsidiary to its
former president for a $3.1 million Canadian ten-year note bearing interest at
8% per annum. The registrant sold a building to the former president of Impark
for a $480,000 Canadian ten-year mortgage note bearing interest at 8% per annum
for the first five years and 9.25% per annum for the second five years. Impark
in the second quarter of 1999 sold its security subsidiary to a former employee
for a $750,000 Canadian note and $950,000 Canadian, which was received in the
third quarter of 1999 and was used to repay Impark's credit facility. The note
is for two years and bears interest at 12% per annum for the first year and 16%
per annum for the second year.
The Company in the third quarter of 1999 purchased the common stock of
Impark owned by the employees of Impark for $.4 million. After this transaction,
the Company owns 100% of the common stock of Impark with Impark's employees
owning $.4 million of non-voting preferred stock which is recorded as minority
interest in the registrant's combined balance sheets. Additionally, the Company
purchased $.5 million of preferred stock in Impark from two terminated
employees.
Year 2000
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In June 1998, the registrant implemented a multi-step Year 2000
Compliance Project (the "Project"). The Project addresses the issue of computer
systems and embedded
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computer chips that may not be able to properly recognize dates prior to, on, or
after January 1, 2000.
The general phases of the Project are as follows: (1) inventorying
systems and equipment that may be affected by the Year 2000 issue; (2) assigning
priorities to the items identified; (3) evaluating the Year 2000 compliance of
items deemed to be critical to the registrant's operations; (4) testing critical
items; (5) repairing or replacing critical items that are not Year 2000
compliant and (6) developing and implementing contingency plans for each
location.
As of December 31, 1998, the inventory and priority assessment phases
of the Project were completed. Critical items are those believed by the
registrant to involve a risk to the safety of individuals, or that may cause
damage to property, or affect revenues. Testing of critical items was performed
and was completed in the first quarter of 1999. During the second and third
quarters of 1999, the registrant repaired and replaced certain critical items,
and will continue repairing and replacing other items into the fourth quarter.
The registrant has also prepared contingency plans for each location.
The Project addresses three main sections: (a) Information Technology
Systems; (b) Process Control and Instrumentation; and (c) Third Party Tenants,
Suppliers and Customers.
The Information Technology Systems section consists of all computer
hardware and software. These systems are primarily used for accounting and
financial reporting as well as for some property management functions throughout
the registrant's operations. Impark uses other systems mainly for revenue
control purposes at the parking facilities. Impark's accounting and financial
reporting systems are not Year 2000 compliant; these systems are being replaced
by a new general-purpose financial reporting and general ledger package. This
system is currently being implemented and tested, and was completed at October
31, 1999. Additionally, new hardware and software are being installed at various
properties and subsidiaries, and such installations were substantially completed
at September 30, 1999.
The Process Control and Instrumentation section includes the hardware,
software and associated embedded computer chips that are used in the operations
of certain facilities owned by the registrant. Testing of this equipment has
been completed. The registrant's evaluation of these items and communications
with manufacturers and suppliers revealed that the majority of this equipment is
mechanical in nature and is not date-sensitive, and accordingly will not require
remediation or replacement to function properly in the Year 2000. Contingency
planning, repairing and testing were substantially completed at September 30,
1999 for critical items.
The Third Party Tenants, Suppliers and Customers section includes the
process of identifying critical suppliers and customers and obtaining
information from them regarding their plans and progress in addressing the Year
2000 issue. A written notice regarding the Year 2000 issue was sent to all
tenants occupying space at properties owned by the registrant and to certain
landlords of parking facilities operated by Impark that had date-sensitive
parking equipment. Additionally, inquiries have been forwarded to critical third
parties (primarily financial institutions and utility service providers), and
responses have been obtained and evaluated. These evaluations have been the
basis for the development of contingency plans, which were substantially
completed at September 30, 1999.
The total cost of required modifications to achieve Year 2000
compliance is not expected to be material to the registrant's financial
position. Estimated total costs are expected to be between $1.0 million and $2.0
million, including enhancements to software programs and upgrades to hardware,
some portion of which would have been done irrespective of the Year 2000
problem.
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The failure to correct a material Year 2000 issue could result in the
interruption or failure of certain normal business activities or operations. The
most reasonable worst case scenarios for the registrant are
- significant number of tenants at shopping centers will not be
able to record sales transactions using their automated
equipment or accept credit card transactions, and
- Electric utility companies will not be able to provide power
to operate shopping centers, office buildings or parking
facilities.
The most reasonable worst case scenarios for Impark are
- Its financial reporting system will not work on or after
January 1, 2000, and
- Parking equipment at individual parking facilities will not
accept credit cards from parking patrons at the facilities it
manages.
The registrant's contingency plans include securing malls and office
properties if electric power is not available and operating parking facilities
manually.
Liquidity and Capital Resources
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Net cash provided by operations was $14.6 million as compared to $4.3
million when comparing the first nine months of 1999 to the same period of the
prior year. The increase is primarily attributed to a reduction in the loss
before capital gains when comparing the first nine months of 1999 to that of
1998. The reduction in the loss was primarily attributed to the non-recurrence
of several expenses totaling $20.6 million during the first nine months of 1998
and further described in "Results of Operations".
The registrant sold a shopping center in February 1999 for $21.6
million resulting in net proceeds of $9.3 million after assumption of $11.5
million of mortgage debt by the purchaser. The registrant also sold in March
1999, an office building for $1.8 million in net proceeds. Also, the registrant
in May 1999 sold eight apartment complexes for $86 million resulting in net
proceeds of $46.7 million after the assumption of $37.5 million in debt by the
purchaser. Additionally, in May and June 1999 the registrant sold five shopping
malls and a shopping center for $59.4 million resulting in net proceeds of $57.8
million. The registrant also sold an office property, parking lot and shopping
mall in the second quarter of 1999 for $8.1 million resulting in $7.7 million of
net proceeds. In July 1999, the registrant sold two shopping malls, resulting in
$34.8 million in net proceeds.
During the first nine months of 1999, the registrant invested $7
million in capital and tenant improvements. The investment was made primarily
for tenant improvements to continue to tenant the former retail center in
Denver, CO, which has been converted into an office technology center, and to
build an anchor tenant store in Abilene, TX.
The registrant repaid approximately $106 million of bank loans by using
approximately $86 million from proceeds of property sales, $9 million from the
sale of shares of beneficial interest from the rights offering and $11 million
from funds generated from operations.
Additionally, the registrant obtained two mortgage loans, for $37.1
million in July and August 1999, providing net proceeds of $34.2 million. The
mortgages are secured by office properties in Cleveland, OH and Denver, CO.
During the first nine months of 1999, the registrant used $52 million
of cash from property sales and $38 million from the rights offering cash to
repay its $90 million note payable.
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The registrant during the third quarter of 1999 repurchased 1.5 million
shares of beneficial interest for $7.8 million.
In October 1999, the registrant obtained a $29.6 million non-recourse,
second mortgage on its shopping mall in St. Cloud, MN. The second mortgage loan
bears interest at 15% and matures in 2004 with an extension permitted by the
registrant to 2009. As part of the terms of the second mortgage loan, the
registrant has provided the lender an option to purchase the property on or
before May 2002 for $2.5 million above the balances of the first and second
mortgage loans on the property.
The registrant did not pay a dividend to common shareholders of
beneficial interest to common shareholders in the first nine months of 1999, but
did declare a $0.155 per share dividend and disbursed the $6.6 million in
October 1999.
The registrant has issued a proxy statement to its common shareholders
of beneficial interest for their consent to the sale of six malls. The sale of
the malls was announced during the summer of 1999. Six southwest regional malls
are being sold to a joint venture of Whitehall Street Real Estate Limited
Partnership XI, a real estate fund sponsored by Goldman, Sachs & Co., and Zamias
Services Inc. ("Whitehall/Zamias"). The closing is expected to take place during
the fourth quarter of 1999. The six malls include the Alexandria, Brazos,
Killeen, Mesilla Valley, Shawnee, and Villa Linda malls. The registrant will
receive aggregate consideration from the sale of $191.5 million, of which
approximately $115 million will be from Whitehall/Zamias' assumption of the
mortgage on the malls. The registrant expects to use approximately $51 million
of the net cash proceeds to pay off an existing mortgage on Park Plaza Mall,
which is cross-collateralized with the six malls. The registrant may sell or
refinance Park Plaza Mall, in which case the net cash proceeds, or the proceeds
from a sale or refinancing, as the case may be, would be available to the
registrant for alternative uses. The registrant is in the process of exploring
alternative uses for the remaining net cash proceeds of approximately $22
million, after expenses of the transaction, and approximately $11 million of
additional restricted cash that will become available after the sale of the
malls. These alternatives include, without limitation, investing in its existing
portfolio, implementing or continuing a share repurchase program or similar
program, distributing the net proceeds to the shareholders to satisfy real
estate investment trust distribution requirements, and making new investments.
Results of Operations
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Net income applicable to common shares for the nine months ended
September 30, 1999 was $8 million as compared to a net loss of $27.1 million for
the same period of 1998. The nine-month period ended September 30, 1999
included $27.9 million of capital gains compared to $10.2 million in 1998.
Capital gains for the nine months ended September 30, 1999 included $8.7 million
from the sale of eight apartment complexes and $19.2 million in capital gains
from the sale of six shopping malls and one shopping center. In 1998, capital
gains included the sale of land in Cleveland, OH for $1.7 million, recognition
of a $7.7 million capital gain which had been deferred from a sale in 1982 when
the registrant received a mortgage note as part of the sale consideration which
was repaid in May 1998, and $.8 million from the sale of a forward exchange
agreement.
Net income for the nine months ended September 30, 1999 included a $9
million impairment loss which was recorded because the registrant entered into a
contract in July 1999 to sell six shopping malls. The sale price for these malls
was below net book value at June 30, 1999.
The net loss for the first nine months of 1998 included a $2.3 million
loss for a forfeited deposit for a property acquisition which was terminated, a
$5.1 million expense due to lifting of restrictions on restricted shares which
vested upon the change in the
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majority of the Board of Trustees in June 1998, a $3.4 million payment to the
registrant's former chairman, president and chief executive officer, $.8 million
of severance expense, $4.8 million in proxy and litigation expenses, $1.5
million in professional fees incurred to avoid a change in the composition of
the Board of Trustees and $2.7 million in foreign currency mark-to-market
losses.
Mortgage loan investment income declined when comparing the nine months
of 1999 to the same period of 1998. The decline in interest income was caused by
the repayment of two mortgage investments in 1998.
Short term investment income increased during 1999 as compared to 1998.
The increase is primarily attributed to investment income resulting from
investing the net proceeds from the $37.1 million mortgage loans obtained in the
third quarter of 1999 and approximately $18 million from the sale of a mall in
Reading, PA, which was sold in July 1999.
Property net operating income, which is defined as rent less operating
expenses and real estate taxes for the third quarter of 1999 decreased by $4.7
million when compared to the same period last year. The decrease was attributed
to the following:
<TABLE>
<CAPTION>
EFFECT ON
PROPERTY NET
OPERATING INCOME
----------------
(In millions)
<S> <C>
Properties sold in 1999 $(5.6)
Effect of adoption of EITF 98-9 "Accounting for Contingent Rent in Interim
Financial Periods" .5
Leasing of North Valley Tech Center, Westgate Town Center and Two Rivers .3
Increase in results of parking assets in portfolio for both 1999 and
1998 primarily due to new contracts with third party operators .3
Decrease in occupancy at 55 Public Square in 1999 (.2)
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$(4.7)
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</TABLE>
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Property net operating income for the nine months of 1999 decreased by
$4.7 million when compared to the same period of 1998. The decrease was caused
by the following:
<TABLE>
<CAPTION>
EFFECT ON
PROPERTY NET
OPERATING INCOME
----------------
(In millions)
<S> <C>
Sale of properties in 1999 $(9.4)
Reduction in losses at Impark's equipment subsidiary primarily from
cost reductions and reduction in Canadian income taxes 1.6
Leasing of North Valley Tech Center, Westgate Town Center and Two Rivers 1.3
Comparable retail properties in portfolio for 1999 and 1998 primarily due to
reduced expenses and increased occupancy 1.2
Effect of EITF 98-9 "Accounting for Contingent Rent in Interim
Financial Periods" which delays recognition of participation rentals
until the fourth quarter of 1999 (.3)
Parking facilities purchased in 1998 with results for a full nine months in
1999 .9
Increase in results of parking assets in portfolio for both 1999 and
1998 due to new contracts with third-party operators .4
Decreased occupancy in 1999 at 55 Public Square office building (.4)
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$(4.7)
=====
</TABLE>
Notes payable interest expense increased while senior note interest
decreased when comparing 1999 to 1998 due to the registrant, in August 1998,
repaying $87.5 million of 8 7/8% senior notes with a $90 million note payable.
As noted previously, the $90 million note payable was repaid during the first
seven months of 1999.
Bank loan interest expense decreased when comparing both the third
quarter and nine months of 1999 to the same periods of 1998. The decrease was
primarily due to repayment of the registrant's bank facility in the second
quarter of 1999 from proceeds from property sales and a portion of the rights
offering proceeds and decreased interest rates of approximately 100 basis points
on Impark's bank credit facility when comparing 1999 to 1998. Additionally, in
June 1998 the registrant recorded $.6 million and $.1 million of bank covenant
waiver fees as interest expense for the registrant and Impark, respectively.
General and administration expense declined by $1.6 million when
comparing the third quarter of 1999 to the same period of 1998. The decrease is
primarily the result of the reduction in payroll expense due to attrition of $.6
million and reduced legal fees of $1 million. Additionally, in 1998, $1.7
million in severance expense was recorded. The decreases noted above were
partially offset by a $1.2 million write-off of deferred legal fees and costs
resulting from a reversal by the State of California's Court of Appeals of an
earlier court decision in favor of the registrant. The earlier court decision
had allowed the registrant to collect its legal fees and costs from the State of
California.
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General and administrative expense declined $14.5 million when
comparing the first nine months of 1999 to the same period of the prior year.
The decline is primarily the result of expenses recorded in 1998 that did not
recur in 1999. These expenses included:
- $3.4 million payment to the registrant's former chairman,
president and chief executive due to his termination.
- $5.1 million for the vesting of restricted shares upon the
change in the majority of the Board of Trustees.
- $1.5 million in professional fees to avoid a change in the
composition of the Board of Trustees.
- $2.3 million for a forfeited deposit for a property
acquisition which was terminated.
- $.4 million expense to reserve for the termination of a
software project.
- $.7 million in expansion costs into U.S. markets by Impark.
Additionally, the registrant has downsized its operations resulting in reduced
salary expense of $1.4 million for the nine months of 1999, when compared to
1998. However, this decrease is offset by approximately $1 million of
professional fee expenses relating to developing strategic alternatives for the
registrant and Impark during the first half of 1999 and the write-off of $1.2
million in deferred legal fees and costs as noted previously in the third
quarter of 1999.
Depreciation and amortization expense declined by $3.7 million when
comparing the third quarter of 1999 to 1998. The decrease is primarily the
result of the sale of properties during 1999 resulting in a decrease of
depreciation expense of $2.4 million. Additionally, the registrant recorded $.6
million of amortization of the $90 million note payable costs in 1998 and
reduced amortization of Impark's goodwill and management contracts of $1 million
primarily due to the $15 million write-off of goodwill in December 1998. The
aforementioned decreases are partially offset by $.4 million of depreciation
expenses attributable to capital improvements which were undertaken in the last
half of 1998.
Depreciation and amortization expense for the first nine months of 1999
declined by $1.1 million when compared to 1998. The properties sold in 1999
resulted in reduced depreciation expense of $3 million when compared to 1998.
This decrease is partially offset by increased amortization expense of $1.2
million resulting from amortization of costs associated with the registrant's
$90 million note payable for seven months in 1999 compared to five months in
1998 and $.6 million of amortization of bank loan costs in 1999.
The registrant entered into a contract in July 1999 to sell six
shopping malls for $191.5 million. As the sale price is below the net book value
of these six malls, the registrant recorded a $9 million unrealized loss on the
carrying value of these assets in the second quarter of 1999.
The registrant recorded $1.3 and $2.7 million of foreign currency
mark-to-market losses in the third quarter and nine months of 1998,
respectively, due to the decline of the Canadian dollar versus the U.S. dollar.
Previous to June 1998, the registrant had hedged its exposure to Canadian
currency. During 1999, as the Canadian dollar strengthened versus the U.S.
dollar, the registrant has recorded foreign currency mark-to-market gains of $.1
million and $.9 million in the third quarter and first nine months of 1999,
respectively.
The registrant accrued $4.8 million in proxy and litigation expenses in
the first nine months of 1998, which included the proxy expenses of Gotham
Partners L.P. of $3.1 million.
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Certain statements contained in this Form 10-Q that are forward-looking
are based on current expectations that are subject to a number of uncertainties
and risks, and actual results may differ materially. The uncertainties and risks
include, but are not limited to, changes in market activity, changes in local
real estate conditions and markets, actions by competitors, interest rate
movements and general economic conditions. Further information about these
matters can be found in the registrant's Annual Report filed with the SEC on
Form 10K/A.
Item 3.
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Quantitative and Qualitative Disclosures of Market Risk
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Interest Rate Risk
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The registrant and Impark have entered into certain financing
arrangements that require interest payments based on variable interest rates. As
such, the combined financial statements are subject to changes in the market
rate of interest. To reduce the exposure to changes in the market rate of
interest, the registrant has interest rate caps for a portion of its floating
rate financing arrangements. The registrant does not enter into rate guarantee
contracts for trading purposes.
The table below provides information about the registrant's and
Impark's financial instruments that are sensitive to changes in interest rates.
Weighted average variable rates are based on the rates in effect at September
30, 1999. No assumptions have been made about future interest rates. The
Canadian dollar denominated obligation is presented in U.S. dollar equivalents,
which is the registrant's reporting currency.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
-----------------------------------------------------------------------------
EXPECTED MATURITY DATES (AMOUNTS IN MILLIONS)
-------------------------------------------------------- FAIR
1999 2000 2001 2002 2003 THEREAFTER TOTAL VALUE
---- ---- ---- ---- ---- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
- ---------------------------------------------
Bank loans at variable rates
- ----------------------------
- - Impark ($US) $21.4 $ 21.4 $21.4
Weighted average interest rate 6.75%
Mortgage loans
- --------------
- - Fixed rate $ .8 $3.5 $3.8 $48.3 $4.2 $195.1 $255.7 $255.7
Average interest rate 9% 9% 9% 9% 9.37% 9.07%
- - Variable rate (based on LIBOR) $34.0 $37.1 $ 71.1 $71.1
Weighted average interest rate 7.2% 8.54%
Senior notes
- ------------
- - Fixed rate $12.5 $ 12.5 $12.5
Interest rate 8.875%
</TABLE>
Interest Rate Derivatives
- -------------------------
The registrant owns two interest rate caps that protect it from
increases in LIBOR. The interest rate caps have notional amounts of $16 million
and $21.1 million. The net book value of these interest rate caps is $.3 million
as of September 30, 1999.
Exchange Rate Risk
- ------------------
Impark operates internationally and enters into transactions
denominated mainly in Canadian currency. As a result, the registrant and the
company are subject to the variability that arises from exchange rate movements.
The registrant and company do not hedge risks in foreign currency exchange rate
movements and do not intend to do so in the foreseeable future.
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The only Canadian denominated debt obligation that is sensitive to
foreign currency exchange rates is the Impark bank loan. The table above
presents its principal amount, weighted average interest rate and maturity date
for this bank loan. The weighted average variable rate is based on the rate in
effect at September 30, 1999.
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings.
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None
Item 2. Changes in Securities.
- ------- ----------------------
None.
Item 3. Defaults Upon Senior Securities.
- ------- --------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------- ----------------------------------------------------
None.
Item 5. Other Information.
- ------- ------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
- ------- ---------------------------------
(a) Exhibits:
Exhibit (20) - Financial Statements
Combined Balance Sheets as of September 30,
1999 (unaudited) and December 31, 1998
(audited).
Combined Statements of Operations for the
Three and Nine Months ended September 30,
1999 (unaudited) and 1998 (unaudited and
restated).
Combined Statements of Comprehensive Income
for the Three and Nine Months ended
September 30, 1999 (unaudited) and 1998
(unaudited and restated).
Combined Statements of Changes in Cash for
the Three and Nine Months ended September
30, 1999 (unaudited) and 1998 (unaudited and
restated).
Notes to Combined Financial Statements.
Exhibit (27) - Financial Data Schedules
Nine months ended September 30, 1999
Nine months ended September 30, 1998,
restated
(b) Reports on Form 8-K and 8-K/A
--- -----------------------------
8-K
---
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<PAGE> 12
August 16, 1999 - Item 5 - Registrant entered into
contracts to sell six shopping
malls.
- Item 7(b) - Proforma Financial
Information.
- - Proforma Combined Balance
Sheet as of June 30, 1999.
- - Proforma Combined Statement
of Operations for the twelve
months ended December 31,
1998 and nine months ended
June 30, 1999.
- Notes to Combined Proforma
Financial Statements.
12
<PAGE> 13
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.
First Union Real Estate Equity and
Mortgage Investments
----------------------------------
(Registrant)
Date: November 12, 1999 By: /s/ Brenda J. Mixson
-----------------------------
Brenda J. Mixson, Chief Financial
Officer
Date: November 12, 1999 By: /s/Gregory C. Scott
-----------------------------
Gregory C. Scott
Controller
13
<PAGE> 14
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Exhibit (20) - Financial Statements
Combined Balance Sheets as of September 30, 1999 (unaudited)
and December 31, 1998 (audited)......................................
______
Combined Statements of Operations for the Three and
Nine Months ended September 30, 1999 (unaudited)
and 1998 (unaudited and restated)....................................
______
Combined Statements of Comprehensive Income for the
Three and Nine Months ended September 30, 1999 (unaudited)
and 1998 (unaudited and restated)....................................
______
Combined Statements of Changes in Cash for the
Three and Nine Months ended September 30, 1999
(unaudited) and 1998 (unaudited and restated).......................
______
Notes to Combined Financial Statements...............................
______
Exhibit (27) - Financial Data Schedules
Nine months ended September 30, 1999................................
______
Nine months ended September 30, 1998, restated......................
______
</TABLE>
14
<PAGE> 1
Exhibit 20
FIRST UNION REAL ESTATE EQUITY and MORTGAGE INVESTMENTS
- -------------------------------------------------------
Combined Balance Sheets
<TABLE>
<CAPTION>
Unaudited (In thousands, except shares) September 30, December 31,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
Investments in real estate
Land $ 97,854 $ 130,340
Buildings and improvements 428,059 676,519
--------- ---------
525,913 806,859
Less - Accumulated depreciation (82,056) (165,357)
--------- ---------
Total investments in real estate 443,857 641,502
Investment in joint venture 1,704 1,722
Mortgage loans and notes receivable 8,426 5,508
Other assets
Cash and cash equivalents - unrestricted 49,120 28,654
- restricted 29,254 16,526
Accounts receivable and prepayments 10,942 21,809
Inventory 3,438 2,798
Goodwill, net 43,982 45,379
Management and lease agreements, net 735 1,852
Deferred charges and other, net 3,227 6,864
Unamortized debt issue costs 5,253 7,758
Other 5,064 6,312
--------- ---------
Total assets $ 605,002 $ 786,684
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Mortgage loans $ 326,825 $ 345,042
Notes payable 125 94,996
Senior notes 12,538 12,538
Bank loans 21,394 125,821
Accounts payable and accrued liabilities 33,725 42,659
Deferred obligations 10,585 10,602
Deferred income 1,967 3,283
--------- ---------
Total liabilities 407,159 634,941
--------- ---------
Minority interest 436 1,047
Shareholders' equity
Preferred shares of beneficial interest, $25 liquidation preference,
2,300,000 shares authorized and 1,349,000 outstanding 31,737 31,737
Shares of beneficial interest, $1 par, unlimited authorization, outstanding 42,477 31,416
Paid-in capital 218,185 190,679
Undistributed loss from operations (107,986) (115,968)
Undistributed capital gains 14,949 14,949
Accumulated other comprehensive income
Foreign currency translation adjustment (1,955) (2,117)
--------- ---------
Total shareholders' equity 197,407 150,696
--------- ---------
$ 605,002 $ 786,684
========= =========
</TABLE>
<PAGE> 2
Exhibit 20
First Union Real Estate Equity and Mortgage Investments
- -------------------------------------------------------
Combined Statements of Operations
<TABLE>
<CAPTION>
Unaudited (In thousands, except per share data) Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- ---------------------------
Restated Restated
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues
Rents $ 68,516 $ 78,057 $ 225,109 $ 237,839
Interest - Mortgage loans 125 118 355 1,093
- Short-term investments 767 227 1,368 911
- Investments 2 302
Equity in (loss) income from joint venture (45) (12) (18) 23
Management fees 84 84 246 262
Other income 582 194 730 441
--------- --------- --------- ---------
70,029 78,670 227,790 240,871
--------- --------- --------- ---------
Expenses
Property operating 51,789 55,323 161,955 168,615
Real estate taxes 1,932 3,269 7,978 9,335
Depreciation and amortization 5,033 8,691 22,831 23,914
Interest - Mortgage loans 6,956 7,474 20,959 21,463
- Notes payable 69 1,267 4,201 1,267
- Senior notes 279 1,141 835 5,578
- Bank loans and other 808 2,439 5,793 9,259
General and administrative 4,730 6,355 12,856 27,368
Foreign currency(gain)/loss (124) 1,309 (863) 2,695
Litigation and proxy expenses 4,848
Unrealized loss on carrying value of
assets identified for disposition 9,000
--------- --------- --------- ---------
71,472 87,268 245,545 274,342
--------- --------- --------- ---------
Loss before capital gains and extraordinary loss from (1,443) (8,598) (17,755) (33,471)
early extinguishment of debt
Capital gains 118 27,907 10,218
Extraordinary loss from early extinguishment of debt (1,633) (1,633)
--------- --------- --------- ---------
Income(loss) before preferred dividend (1,325) (10,231) 10,152 (24,886)
Preferred dividend (708) (708) (2,124) (2,291)
--------- --------- --------- ---------
Net income(loss) applicable to shares of
beneficial interest $ (2,033) $ (10,939) $ 8,028 $ (27,177)
========= ========= ========= =========
Per share data
Basic weighted average shares 43,554 31,431 35,520 30,561
Stock options, treasury method
Restricted shares, treasury method 9 4 2
--------- --------- --------- ---------
Diluted weighted average shares 43,563 31,431 35,524 30,563
--------- --------- --------- ---------
Loss applicable to shares of beneficial interest
before capital gain and extraordinary loss from early
extinguishment of debt $ (.05) $ (.30) $ (.56) $ (1.17)
========= ========= ========= =========
Net income(loss) applicable to shares of beneficial
interest, basic and diluted $ (.05) $ (.35) $ .23 $ (.89)
========= ========= ========= =========
Combined Statements of Comprehensive Income
Net (loss) income $ (2,033) $ (10,939) $ 8,028 $ (27,177)
Other comprehensive income
Available for sale securities 66
Foreign currency translation adjustment 30 (337) 162 (637)
--------- --------- --------- ---------
Comprehensive loss $ (2,003) $ (11,276) $ 8,190 $ (27,748)
========= ========= ========= =========
</TABLE>
<PAGE> 3
Exhibit 20
First Union Real Estate Equity and Mortgage Investments
Combined Statements of Changes in Cash
<TABLE>
<CAPTION>
(In thousands) Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------- -------------------------
Restated Restated
1999 1998 1999 1998
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
Cash provided by operations
Net income (loss) before preferred dividend $ (1,325) $(10,231) $ 10,152 $ (24,886)
Adjustments to reconcile net income (loss) before preferred
dividend to net cash provided by (used for) operations --
Depreciation and amortization 5,033 8,691 22,831 23,914
Capital gains, net (118) (27,907) (10,218)
Extraordinary loss from early extinguishment of debt 1,633 1,633
Unrealized loss on carrying value of assets
identified for disposition 9,000
Foreign currency (gain) loss (124) 1,309 (863) 2,695
Vesting of restricted shares 5,068
Decrease (increase) in deferred charges and other, net (288) 195 (937) (1,039)
(Decrease) increase in deferred income (318) 738 (1,316) (558)
Decrease in deferred obligations (6) (5) (17) (15)
Net changes in other assets and liabilities (272) (3,065) 3,643 7,738
------------ -------- ------------ ---------
Net cash provided by (used for) operations 2,582 (735) 14,586 4,332
------------ -------- ------------ ---------
Cash provided by (used for) investing
Repayment of mortgage investment and note receivable 25,045
Principal received from mortgage investments 15 13 43 126
Proceeds from sale of properties 34,809 158,071 6,042
Purchase of investments (1,771)
Investments in properties (2,208) (63,022)
Investments in capital and tenant improvements (3,320) (4,929) (7,012) (19,167)
Investment in Impark (881) (881) (11,195)
Sale of Inner Tec 648 648
Deposit for property acquisitions (70)
Sale of investments 1,621 15,141
------------ -------- ------------ ---------
Net cash provided by (used for) investing 31,271 (5,503) 150,869 (48,871)
------------ -------- ------------ ---------
Cash (used for) provided by financing
Increase (decrease) in short-term loans (1,751) 6,701 (105,787) 32,072
Increase in mortgage loans 37,100 37,100 30,000
(Decrease) increase in note payable (12,179) 90,000 (90,000) 90,000
Repayment of mortgage loans - Normal payments (804) (1,001) (2,705) (2,928)
- Balloon payments (3,618) (468) (3,618) (468)
Mortgage prepayment penalty (340) (340)
Sale of hedge agreement 825
Purchase of senior notes (87,462) (87,462)
Purchase of First Union shares (7,756) (7,989) (1,829)
Sale and employee option exercises of First Union shares 46,476 2,995
Debt issue costs paid (1,472) (2,003) (3,273) (3,129)
Dividends paid to shares of beneficial interest (6,577)
Dividends paid to preferred shares of beneficial interest (709) (708) (2,124) (2,624)
------------ -------- ------------ ---------
Net cash provided by (used for) financing 8,471 5,059 (132,260) 50,875
------------ -------- ------------ ---------
Increase (decrease) in cash and cash equivalents 42,324 (1,179) 33,195 6,336
Cash and cash equivalents at beginning of period 36,050 24,379 45,179 16,864
------------ -------- ------------ ---------
Cash and cash equivalents at end of period 78,374 $23,200 $ 78,374 $ 23,200
============= ======= =========== =========
</TABLE>
Notes to the Combined Financial Statements
- ------------------------------------------
The registrant sold a shopping center in February 1999 for $21.6 million
resulting in net proceeds of $9.3 million after assumption of $11.5 million of
mortgage debt by the purchaser and a capital gain of $.4 million. Additionally,
the registrant sold an office building in March 1999 for $1.8 million in net
proceeds.
Also, the registrant in May 1999 sold eight apartment complexes for $86
million resulting in net proceeds of $46.7 million after the assumption of $37.5
million debt by the purchaser. The capital gain recognized from the sale of the
apartment complexes was $8.7 million. Additionally, in May and June 1999 the
registrant sold five shopping malls and a strip shopping center for $59.4
million resulting in net proceeds of $57.8 million
<PAGE> 4
Exhibit 20
and capital gains of $18.8 million. The registrant also sold an office building,
parking lot and shopping mall in the second quarter of 1999 for $8.1 million
resulting in $7.7 million of net proceeds.
The registrant in July 1999 sold two shopping centers for $30.8 million in
net proceeds after the repayment of $3.6 million in mortgage debt and $.3
million in a prepayment penalty.
Additionally, the registrant in August 1999 obtained two mortgage loans
totaling $37.1 million that bear interest at a rate of 295 to 325 basis points
above LIBOR. The mortgages are secured by office buildings in Cleveland, Ohio
and Denver, Colorado.
In May 1998, the registrant sold its investment in the land beneath the
Huntington Building in Cleveland, Ohio for $6.0 million resulting in a capital
gain of $1.7 million. Additionally, an $18.9 million mortgage investment secured
by the Huntington Building was repaid in 1998 resulting in the recognition of a
$7.7 million capital gain which was deferred when the building was sold in 1982.
In June 1998, the registrant sold a forward exchange agreement resulting in a
gain of $.8 million. The forward exchange contract was purchased to protect the
registrant from foreign currency fluctuations resulting from notes issued in
conjunction with the acquisition of Impark.
As a result of the registrant signing a contract in July 1999 for the sale
of six shopping malls, a $9 million impairment loss was recorded as of June 30,
1999 as the sales price was below the net book value of these properties.
In September 1999, the registrant expensed $1.2 million in deferred legal
fees resulting from the reversal of an earlier court decision in favor of the
registrant by the State of California's Court of Appeals. The earlier court
decision had allowed for collection of legal fees and costs.
The registrant adopted EITF 98-9 "Accounting for Contingent Rent in Interim
Financial Periods" in the third quarter of 1998. The adoption of EITF 98-9
resulted in an increase in percent rent recorded in the third quarter of 1999 of
$.5 million and a decrease in percent rent for the nine months of 1999 of $.3
million when compared to the same periods of the prior year.
The registrant restated its 1998 combined financial statements as a result
of changing the estimated useful lives used to calculate depreciation expense.
Also, the registrant in December 1998 reversed an $1.9 million severance accrual
recorded in September 1998 and restated its third quarter 1998 combined
statements of operations.
The registrant and Impark have paid $2.2 million in severance payments
during the first nine months of 1999. These payments, which had been accrued in
1998, reduced the severance accrual from $5.1 million at December 31, 1998 to
$2.9 million at September 30, 1999.
<PAGE> 5
Exhibit 20
The registrant and company's business segments include ownership of
shopping centers, apartment complexes, office buildings, parking
facilities, mortgage investments and parking management (Impark). The
apartment complexes were sold in May 1999. The registrant has also sold
ten shopping malls, two office properties and one parking facility
during the first nine months of 1999. Corporate rent and operating
expense consist primarily of ground lease income from a property leased
to a third party. Rent, property operating expense and real estate
taxes, interest expense, depreciation, and identifiable assets for real
estate assets and for Impark have been identified for each of the
business segments.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------ -------------------------------
RESTATED RESTATED
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
RENTS
Shopping Centers $ 17,109 $ 22,711 $ 61,283 $ 69,793
Apartments 4,167 6,045 12,294
Office Buildings 3,015 3,447 9,723 10,296
Parking Facilities 2,740 2,932 8,407 7,790
Impark 45,352 44,531 138,817 136,820
Corporate 300 269 834 846
-------- -------- -------- --------
68,516 78,057 225,109 237,839
LESS - OPERATING EXPENSES
Shopping Centers 6,213 8,121 20,881 23,684
Apartments 1,630 2,351 4,720
Office Buildings 1,296 1,624 4,265 5,002
Parking Facilities 186 737 702 1,749
Impark 43,843 42,967 133,113 132,769
Corporate 251 244 643 691
-------- -------- -------- --------
51,789 55,323 161,955 168,615
LESS - REAL ESTATE TAXES
Shopping Centers 1,193 2,286 5,320 6,622
Apartments - 293 338 862
Office Buildings 277 263 850 781
Parking Facilities 462 427 1,470 1,070
-------- -------- -------- --------
1,932 3,269 7,978 9,335
PROPERTY NET OPERATING INCOME
Shopping Centers 9,703 12,304 35,082 39,487
Apartments 2,244 3,356 6,712
Office Buildings 1,442 1,560 4,608 4,513
Parking Facilities 2,092 1,768 6,235 4,971
Impark 1,509 1,564 5,704 4,051
Corporate 49 25 191 155
-------- -------- -------- --------
14,795 19,465 55,176 59,889
LESS - DEPRECIATION AND AMORTIZATION 5,033 8,691 22,831 23,914
LESS - INTEREST EXPENSE 8,112 12,321 31,788 37,567
MORTGAGE INVESTMENT INCOME 125 118 355 1,093
CORPORATE INCOME (EXPENSE)
Short-term investment income 767 227 1,368 911
Other income 621 268 958 1,028
General and administrative (4,730) (6,355) (12,856) (27,368)
Foreign currency gain (loss) 124 (1,309) 863 (2,695)
Litigation and proxy expenses - - - (4,848)
Unrealized loss on carrying value
of real estate and impaired assets - - (9,000) -
-------- -------- -------- --------
(3,218) (7,169) (18,667) (32,972)
INCOME (LOSS) BEFORE CAPITAL
GAIN AND EXTRAORDINARY LOSS
FROM EARLY EXTINGUISHMENT OF DEBT $ (1,443) $ (8,598) $(17,755) $ (33,471)
======== ======== ======== =========
</TABLE>
<TABLE>
<CAPTION>
Identifiable Assets Period ended
----------------------
September December
1999 1998
---------- ----------
<S> <C> <C>
Shopping Centers $ 350,351 $ 471,996
Apartments - 79,011
Office Buildings 42,477 45,404
Parking Facilities 79,386 81,554
Impark 63,077 66,169
Mortgages 5,465 5,508
Other 64,246 37,042
========== ==========
$ 605,002 $ 786,684
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000037008
<NAME> FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
<MULTIPLIER> 1
<CURRENCY> DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 78,374,000
<SECURITIES> 0
<RECEIVABLES> 10,942,000
<ALLOWANCES> 0
<INVENTORY> 3,438,000
<CURRENT-ASSETS> 92,754,000
<PP&E> 525,913,000
<DEPRECIATION> (82,056,000)
<TOTAL-ASSETS> 605,002,000
<CURRENT-LIABILITIES> 0
<BONDS> 360,882,000
<COMMON> 42,477,000
0
31,737,000
<OTHER-SE> 123,193,000
<TOTAL-LIABILITY-AND-EQUITY> 605,002,000
<SALES> 0
<TOTAL-REVENUES> 227,790,000
<CGS> 0
<TOTAL-COSTS> 163,933,000
<OTHER-EXPENSES> 43,824,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,788,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,755,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,028,000
<EPS-BASIC> .23
<EPS-DILUTED> .23
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000037008
<NAME> FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 23,200,000
<SECURITIES> 0
<RECEIVABLES> 18,513,000
<ALLOWANCES> 0
<INVENTORY> 3,214,000
<CURRENT-ASSETS> 44,927,000
<PP&E> 841,765,000
<DEPRECIATION> (159,305,000)
<TOTAL-ASSETS> 818,012,000
<CURRENT-LIABILITIES> 38,249,000
<BONDS> 555,596,000
0
31,737,000
<COMMON> 31,416,000
<OTHER-SE> 146,988,000
<TOTAL-LIABILITY-AND-EQUITY> 818,012,000
<SALES> 0
<TOTAL-REVENUES> 240,871,000
<CGS> 0
<TOTAL-COSTS> 177,950,000
<OTHER-EXPENSES> 58,825,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,567,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (33,471,000)
<DISCONTINUED> 0
<EXTRAORDINARY> (1,633,000)
<CHANGES> 0
<NET-INCOME> (27,177,000)
<EPS-BASIC> (.89)
<EPS-DILUTED> (.89)
</TABLE>
