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
EXCANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commision file number: 33-8105
STAMFORD TOWERS LIMITED PARTNERSHIP
and
STAMFORD TOWERS DEPOSITARY CORP
(Exact name of registrant as specified in its charter)
Stamford Towers Limited Partnership
is a Delaware limited partnership 13-3392080
Stamford Towers Depositary Corp.
is a Delaware corporation 13-3392081
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, 29th Floor, New York, NY 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(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. Yes X No
Balance Sheets
September 30, December 31,
Assets 1994 1993
Land $14,714,483 $14,714,483
Building and improvements 52,399,306 52,365,750
Tenant improvements 6,617,048 6,590,665
Furniture, fixtures and equipment 372,541 372,541
---------- ----------
74,103,378 74,043,439
Less-accumulated depreciation (11,566,182) (9,585,930)
---------- ----------
62,537,196 64,457,509
---------- ----------
Cash and cash equivalents 5,588,615 6,552,078
Restricted cash 90,918 82,592
---------- ----------
5,679,533 6,634,670
---------- ----------
Accounts receivable 77,992 70,970
Deferred rent receivable 2,586,492 2,408,725
Deferred charges, net of accumulated
amortization of $413,637 in 1994 and
$322,034 in 1993 341,446 295,427
Prepaid expenses, net of accumulated
amortization of $598,988 in 1994 and
$487,246 in 1993 558,838 461,219
---------- ----------
Total Assets $71,781,497 $74,328,520
========== ==========
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $797,506 $888,450
Interest payable - 142,876
Due to affiliates 142,331 164,160
Revolving loan payable 15,407,772 14,951,320
---------- ----------
Total Liabilities 16,347,609 16,146,806
========== ==========
Partners' Capital (Deficit):
General Partner (163,646) (136,168)
Limited Partners 55,597,534 58,317,882
---------- ----------
Total Partners' Capital 55,433,888 58,181,714
---------- ----------
Total Liabilities and Partners' Capital $71,781,497 $74,328,520
========== ==========
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1994 1993 1994 1993
Rental $ 644,148 $ 597,936 $1,871,525 $1,794,279
Other 57,719 71,554 243,633 182,505
Interest 42,606 46,332 124,636 140,055
--------- --------- ---------- ----------
Total Income 744,473 715,822 2,239,794 2,116,839
Expenses
Depreciation and amortization 729,282 717,137 2,183,597 2,142,810
Property operating 507,895 587,151 1,707,291 1,750,105
Interest 286,200 412,983 902,787 1,202,748
Professional fees 44,070 40,357 101,833 139,209
Partnership service fees 20,412 29,106 71,567 84,006
General and administrative 7,771 5,142 20,545 15,916
--------- ---------- ---------- ----------
Total Expenses 1,595,630 1,791,876 4,987,620 5,334,794
--------- ---------- ---------- ----------
Net Loss $ (851,157) $(1,076,054) $(2,747,826) $(3,217,955)
Net Loss Allocated:
To the General Partner $ (8,511) $ (10,760) $ (27,478) $ (32,179)
To the Limited Partners (842,646) (1,065,294) (2,720,348) (3,185,776)
--------- ---------- ---------- ----------
$ (851,157) $(1,076,054) $(2,747,826) $(3,217,955)
========= ========== ========== ==========
Per limited partnership unit
(7,826,300 outstanding) $(.11) $(.14) $(.35) $(.41)
========= ========== ========== ==========
Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1994
Limited General Total
Partners' Partner's Partners'
Capital Deficit Capital
Balance at December 31, 1993 $58,317,882 $(136,168) $58,181,714
Net loss (2,720,348) (27,478) (2,747,826)
---------- -------- ----------
Balance at September 30, 1994 $55,597,534 $(163,646) $55,433,888
========== ======== ==========
Statements of Cash Flows
For the nine months ended September 30, 1994 and 1993
Cash Flows from Operating Activities: 1994 1993
Net loss $(2,747,826) $(3,217,955)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 2,183,597 2,142,810
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Restricted cash (8,326) (1,604)
Accounts receivable (7,022) (3,444)
Deferred rent receivable (177,767) (528,593)
Prepaid expenses (209,361) (312,859)
Accounts payable and accrued expenses (90,944) 12,611
Interest payable (142,876) 11,971
Due to affiliates (21,829) (4,070)
--------- ----------
Net cash used for operating activities (1,222,354) (1,901,133)
Cash Flows from Investing Activities:
Additions to real estate assets (59,939) (98,433)
---------- ----------
Net cash used for investing activities (59,939) (98,433)
Cash Flows from Financing Activities:
Borrowings under the revolving loan payable 456,452 1,217,938
Deferred charges (137,622) -
---------- ----------
Net cash provided by financing activities 318,830 1,217,938
Net decrease in cash and cash equivalents (963,463) (781,628)
Cash and cash equivalents at beginning of period 6,552,078 7,211,174
---------- ----------
Cash and cash equivalents at end of period $ 5,588,615 $ 6,429,546
========== ==========
Supplemental Disclosure of Cash Flow Information:
---------- ----------
Cash paid during the period for interest $ 1,045,663 $ 1,190,777
========== ==========
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1993 audited financial statements within Form 10-K.
The unaudited financial statements include all adjustments consisting of only
normal recurring accruals which are, in the opinion of management, necessary to
present a fair statement of financial position as of September 30, 1994 and the
results of operations, changes in partners' capital (deficit), and cash flows
for the nine months then ended. Results of operations for the period are not
necessarily indicative of the results to be expected for the full year.
Reclassifications Certain prior year amounts have been reclassified to conform
with the financial statement presentation used in 1994.
The following significant events have occurred, subsequent to fiscal year 1993,
or the following material contingencies exist, and require disclosure in this
interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
Contingencies
In late January of 1989, the Partnership initiated an arbitration proceeding
against Edlar, Inc. ("Edlar") in order to establish Edlar's responsibility for
certain cost overruns, delays, expenses and liquidated damages in connection
with the construction phase of Stamford Towers office project (the "Project").
Subsequently, the arbitration was consolidated with a separate arbitration
between Edlar and the Project's construction manager, Gilbane Building Company
("Gilbane").
In January 1993, the arbitrators issued their decision which, in substance,
awards the Partnership approximately $8.1 million in damages and costs against
Edlar and awards Gilbane approximately $2.6 million in damages and costs
against Edlar. In addition, the arbitrators ordered Edlar to hold the
Partnership harmless with respect to (i) the mechanic's lien filed by Gilbane
against the Partnership, which is presently the subject of an action in
Connecticut state court and (ii) any similar liens filed by subcontractors who
worked on the Project. The arbitrators further found that the Partnership
properly terminated Edlar under the Development Agreement. That finding has
the effect of eliminating the residual interest in the Project of Edlar's
affiliate, Feldco, Inc. Edlar was not awarded any amounts on its claims
against the Partnership or Gilbane. The Partnership has entered judgement
against both Edlar and Edward Feldman for the full amount of the arbitration
award.
Based on preliminary investigation by the General Partner, it appears that the
Developer has no sufficient assets from which to satisfy the arbitration award.
Moreover, based on the General Partner's discussions with Edward Feldman
concerning his proposal for a non-judicial workout, it appears that his assets,
consisting largely of illiquid real estate investments, are insufficient to
satisfy his substantial outstanding obligations to his creditors, including the
Partnership.
Part I, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Partnership is currently preserving its funds to lease and operate the
Project which consists of two parcels of land located in Stamford, Connecticut
and two commercial office buildings (the "Buildings") constructed thereon which
contain a total of 325,416 net rentable square feet. Through September 30,
1994, the Partnership's sources of liquidity have been net proceeds from the
public offering of limited partnership units, rental receipts, proceeds from
the mortgage loan discussed below and interest from the Partnership's cash
balance.
In order to meet the Partnership's liquidity requirements during the Project's
leasing phase, on July 19, 1990, the General Partner closed on a $25 million,
seven-year, non-recourse first mortgage loan for the Project with People's
Bank, a third party lender. As of September 30, 1994, the principal balance
totalled $15,407,772 as compared to a principal balance at December 31, 1993 of
$14,951,320. The increase in the loan balance is due to the draw down of
interest expense for December 1993 and January 1994, and the borrowing of
additional amounts to fund tenant improvements and leasing costs.
On February 17, 1994, the Partnership entered into a Loan Modification with
People's Bank which: (i) reduced the interest rate on the loan from 11.5% to
7.43% commencing February 1, 1994 and continuing until the first adjustment
date on July 19, 1995; (ii) reduced the principal balance of the loan from $25
million to $24,449,795; and (iii) eliminated the interest reserve line item.
Payments of interest after February 1, 1994 may no longer be drawn down from
the available loan proceeds and are required to be paid from the Partnership's
own funds. Loan proceeds may continue to be used on an "as needed" basis to
fund all other approved line items such as advertising, leasing commissions,
tenant improvements and certain approved construction items. The remaining
loan proceeds available for funding at September 30, 1994 were $9,042,023.
Cash and cash equivalents decreased from $6,552,078 at December 31, 1993 to
$5,588,615 at September 30, 1994. The decrease was primarily due to the
funding of property operating deficits, the payment of loan modification fees
and the payment of interest on the revolving loan for February 1994 through May
1994. This decrease was partially offset by additional borrowings on the
revolving loan during the 1994 second quarter.
As of September 30, 1994, the Partnership had deferred rent receivable of
$2,586,492 compared with $2,408,725 at December 31, 1993. The increase was
primarily due to the straight-lining of rental income related to the Citicorp
lease agreement. As of September 30, 1994, the Partnership had deferred
charges of $341,446 compared with $295,427 at December 31, 1993. The increase
is attributable to the capitalization of fees incurred to modify the first
mortgage loan, which was partially offset by the continued amortization of
deferred charges.
Prepaid expenses increased from $461,219 at December 31, 1993 to $558,838 at
September 30, 1994. The increase is due to the payment of the Partnership's
annual insurance premiums in September 1994 and a semi-annual real estate tax
payment in July 1994, partially offset by the continued amortization of real
estate taxes, insurance premiums, and leasing commissions.
Accounts payable and accrued expenses decreased from $888,450 at December 31,
1993 to $797,506 at September 30, 1994. The decrease is mainly due to the
timing of the payment of property operating and general and administrative
expenses. Interest payable decreased from $142,876 as of December 31, 1993 to
$0 as of September 30, 1994 due to the timing of monthly interest payments.
Amounts due to affiliates decreased from $164,160 at December 31, 1993 to
$142,331 at September 30, 1994, due to the timing of the payments of
Partnership service fees.
The Project currently has five tenants occupying approximately 149,000 rentable
square feet in the North Tower. The Project's largest tenant, Citicorp, leases
136,000 rentable square feet. Pursuant to the lease with Citicorp, the rent
increased on July 1, 1994 by approximately $1.5 million per annum with an
additional increase of approximately $950,000 per annum effective July 1, 1995.
Results of Operations
For the three and nine months ended September 30, 1994, the Partnership
incurred net losses of $851,157 and $2,747,826, respectively, compared with
$1,076,054 and $3,217,955 for the corresponding periods in 1993. The reduction
in the net loss from 1993 to 1994 is primarily the result of increases in
rental and other income, as well as decreases in interest expense, property
operating expense, and professional fees.
Rental income for the three and nine months ended September 30, 1994 was
$644,148 and $1,871,525, respectively, up slightly from the corresponding
periods in 1993 due to rental income received from Dow Jones & Company, Inc.
and M.D. Revenues, Inc. Interest income was $42,606 and $124,636, for the
three and nine months ended September 30, 1994, respectively, compared with
$46,332 and $140,055 for the corresponding periods in 1993. The decrease was
due to the Partnership's lower average cash balance during 1994. Other income
increased from $182,505 for the nine months ended September 30, 1993, to
$243,633 for the corresponding period in 1994, reflecting an increase in tenant
reimbursements during the nine month period, for electricity and other building
costs, as well as income generated from cafeteria operations at the Property.
Other income decreased from $71,554 for the three months ended September 30,
1993 to $57,719 for the corresponding period in 1994, due to a reduction in
tenant reimbursable services during the three month period.
Total expenses for the three and nine months ended September 30, 1994 were
$1,595,630 and $4,987,620, respectively, compared with $1,791,876 and
$5,334,794 for the corresponding periods in 1993. Property operating expenses
were $507,895 and $1,707,291 for the three and nine months ended September 30,
1994, respectively, compared to $587,151 and $1,750,105 for the three and nine
months ended September 30, 1993. The decrease is primarily attributable to
lower building services expense and real estate taxes, partially offset by
higher repairs and maintenance expenses. Interest expense relating to the
revolving loan payable for the three and nine months ended September 30, 1994
was $286,200 and $902,787, respectively, compared with $412,983 and $1,202,748
for the corresponding periods in 1993. Interest expense decreased, despite the
increase in the outstanding loan balance, because the modification of the
revolving loan agreement, effective February 1, 1994, lowered the
interest rate on the loan from 11.5% to 7.43%.
Professional fees for the nine months ended September 30, 1994, decreased
$37,376 from the corresponding period in 1993, primarily due to lower legal
fees associated with the resolution of the arbitration proceedings.
Partnership service fees for the three and nine months ended September 30,
1994, decreased $8,694 and $12,439, respectively, from the corresponding
periods in 1993, primarily due to a reduction in transfer agent fees.
PART II OTHER INFORMATION
Item 1 Legal proceedings.
On February 1, 1991, the construction manager at the Project,
Gilbane, filed a mechanic's lien against the property in the sum
of $4,583,481. On August 9, 1991, Gilbane commenced an action
entitled Gilbane Building Co. v. Stamford Towers Limited
Partnership, et. al., in the Connecticut Superior Court for the
Judicial District of Stamford/Norwalk at Stamford. The defendants
include the Partnership. Gilbane alleges breach of various
contracts and unfair trade practices and seeks foreclosure of its
mechanic's lien, monetary damages, attorney fees, punitive
damages, possession of the premises, and the appointment of a
receiver. On May 17, 1993, at the request of the Partnership,
Gilbane reduced the amount of the lien to $2,650,018.
On October 28, 1993, the Partnership filed a Motion for Summary
Judgement which has not yet been ruled upon by the court. On
October 21, 1993, the Partnership filed its Answer, Special
Defences and Counterclaims to Gilbane's action which alleges
breach of various contracts, unfair trade practices and slander of
title. On November 10, 1993, Gilbane filed its reply to Stamford
Towers' Special Defenses and Answer to Stamford Towers'
Counterclaim and claimed the action to the jury trial list. On
November 3, 1994, the Partnership filed a Request for Leave to
File Amended Special Defenses, Counterclaims, Set-Offs and
Recoupment along with an Amended Answer, Special Defenses,
Counterclaims, Set-Offs and Recoupment. The Partnership's Amended
Counterclaim against Gilbane alleges negligence, breach of
contract, products liability and unfair trade practices. Gilbane
has not yet responded to the Partnership's Amended Counterclaim.
The parties are currently engaged in discovery, and a trial has
tentatively been scheduled for the week of March 6, 1995.
On December 31, 1990, a subcontractor of the Project, Moliterno
Stone Sales, Inc. ("Moliterno") filed a mechanic's lien against
the Property in the sum of $155,936. On December 11, 1991,
Moliterno filed a cross-claim against the Partnership in the
Gilbane action. Moliterno seeks foreclosure on its mechanic's
lien and monetary damages, along with possession of the premises.
The Partnership expects to vigorously defend against Moliterno's
claim. As of this date, discovery has not yet commenced.
Items 2-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits - None
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended September 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STAMFORD TOWERS LIMITED PARTNERSHIP
BY: STAMFORD TOWERS, INC.
General Partner
Date: November 10, 1994 BY: /s/Ron Hiram
-----------------------
Director, Chief Operating
Officer, Chief Financial Officer
and Chief Accounting Officer
Date: November 10, 1994 BY: /s/Regina M. Hertl
-----------------------
President
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 5,588,615
<SECURITIES> 000
<RECEIVABLES> 77,992
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 74,103,378
<DEPRECIATION> 11,566,182
<TOTAL-ASSETS> 71,781,497
<CURRENT-LIABILITIES> 939,837
<BONDS> 15,407,772
<COMMON> 000
000
000
<OTHER-SE> 55,433,888
<TOTAL-LIABILITY-AND-EQUITY> 71,781,497
<SALES> 2,115,158
<TOTAL-REVENUES> 2,239,794
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 4,084,833
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 902,787
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (2,747,826)
<EPS-PRIMARY> $(.35)
<EPS-DILUTED> 000
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