<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16285
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its partnership
agreement)
MARYLAND 52-1490861
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(State or other jurisdiction (I.R.S. Employer
of the organization) Identification No.)
111 South Calvert Street - Baltimore, MD 21203-1476
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(Address of principal executive offices) (Zip Code)
(410) 539-0000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
BALANCE SHEETS
September 30, December 31,
1996 1995
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(Unaudited)
ASSETS:
Investment in real estate held for lease, at cost:
Land $ 8,757,192 $ 9,124,457
Buildings and improvements 42,576,851 43,934,858
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51,334,043 53,059,315
Less accumulated depreciation (13,704,941) (13,271,409)
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37,629,102 39,787,906
Cash and cash equivalents 3,119,967 1,664,994
Tenant accounts receivable, net of allowance
for doubtful accounts ($244,388 in 1996 and
$326,673 in 1995) 738,146 791,031
Prepaid expenses, mortgage escrows and other assets 1,129,295 1,098,187
Intangible assets, net of accumulated amortization
($1,008,409 in 1996 and $935,235 in 1995) 174,256 222,427
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Total assets $42,790,766 $43,564,545
=========== ===========
LIABILITIES AND PARTNERS' EQUITY:
Long-term debt, including current maturities $28,303,367 $29,130,611
Accounts payable and accrued expenses 274,992 211,208
Cash flow protector loans 789,203 789,203
Interest payable 995,417 683,682
Prepaid rents and security deposits 166,816 203,141
Due to related parties 107,133 90,903
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Total liabilities 30,636,928 31,108,748
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General partners and assignor limited partner 553,776 501,599
Assignee limited partners (1,200,000 units
authorized, issued and outstanding) 11,600,062 11,954,198
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Total partners' equity 12,153,838 12,455,797
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Total liabilities and partners' equity $42,790,766 $43,564,545
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The accompanying notes are an integral part of these balance sheets.
<PAGE> 3
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
For the quarters ended For the nine months ended
September 30, September 30,
---------------------- ------------------------
1996 1995 1996 1995
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Income:
Rental income $1,337,022 $1,575,702 $3,991,885 $4,779,785
Tenant reimbursement income 278,894 284,038 818,462 852,685
---------- ---------- ---------- ----------
Total income 1,615,916 1,859,740 4,810,347 5,632,470
---------- ---------- ---------- ----------
Operating expenses:
Interest expense 678,455 790,436 2,090,052 2,395,874
Depreciation 341,794 406,068 1,043,339 1,220,174
Repairs and maintenance 227,582 215,946 678,318 647,220
Taxes and insurance 189,814 207,694 566,640 625,513
Management and leasing to
related parties 102,970 104,100 280,470 323,947
Provision for doubtful accounts 29,396 39,081 52,801 124,710
Amortization 26,539 30,513 84,524 71,178
Other expenses 192,715 183,170 543,291 622,703
--------- ---------- ---------- ----------
Total operating expenses 1,789,265 1,977,008 5,339,435 6,031,319
--------- ---------- ---------- ----------
Loss from rental operations (173,349) (117,268) (529,088) (398,849)
Other income:
Gain on sale of pad sites 229,982 - 229,982 -
Loss on sale of shopping center - - (78,687) -
Interest income 33,502 10,210 75,835 16,423
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Net income (loss) $ 90,135 $ (107,058) $ (301,958) $ (382,426)
========= ========== ========== ==========
Net income (loss) allocated to
general partners $ 56,098 $ (1,070) $ 52,177 $ (3,824)
========= ========== ========== ==========
Net income (loss) allocated to
assignee limited partners $ 34,037 $ (105,988) $ (354,135) $ (378,602)
========= ========== ========== ==========
Net income (loss) allocated to
assignee limited partners
per unit (1,200,000 units
issued and outstanding) $ 0.03 $ (0.09) $ (0.30) $ (0.32)
========= ========== ========== ==========
The accompanying notes are an integral part of these statements.
<PAGE> 4
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended
September 30,
-------------------------
1996 1995
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Cash flows from operating activities:
Net loss $ (301,958) $ (382,426)
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Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 1,127,863 1,291,352
Gain on sale of pad sites (229,982) -
Loss on sale of shopping center 78,687 -
Changes in operating assets and liabilities:
Decrease in tenant accounts receivable, net 52,885 264,883
Increase in prepaid expenses and other assets (117,487) (131,421)
Increase in accounts payable and accrued
expenses 27,459 279,903
Increase in accrued interest payable 311,735 119,099
Increase (decrease) in due to related parties 16,230 (25,319)
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Total adjustments 1,267,390 1,798,497
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Net cash provided by operating activities 965,432 1,416,071
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Cash flows from investing activities:
Proceeds from sale of real estate 1,615,934 -
Improvements of real estate (70,202) (175,465)
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Net cash provided by (used in) investing
activities 1,545,732 (175,465)
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Cash flows from financing activities:
Principal payments on long-term debt (479,493) (596,507)
Retirement of long-term debt (347,751) -
Mortgage escrow deposits, net (194,394) (582,485)
Financing fees (34,553) (71,627)
Proceeds from long-term debt - 1,400,000
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Net cash (used in) provided by financing
activities (1,056,191) 149,381
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Net increase in cash and cash equivalents 1,454,973 1,389,987
Cash and cash equivalents at beginning of period 1,664,994 384,181
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Cash and cash equivalents at end of period $3,119,967 $1,774,168
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $1,778,317 $2,276,775
========== ==========
The accompanying notes are an integral part of these statements.
<PAGE> 5
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1996
NOTE A - BASIS OF PRESENTATION POLICIES:
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for
interim financial reporting and the instructions to Form 10-Q.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation have been included.
All adjustments made in the interim period were of a normal
recurring nature. Operating results of any interim period are not
necessarily indicative of the results that may be expected for a
full year.
RENTAL INCOME. Certain leases provide for either abatement of
rents or scheduled rent increases over the life of the leases.
Rental income is recorded on a straight-line basis of equal monthly
payments over the respective terms of the leases. The receivables
related to the recording of rental income on a straight-line basis
totalled $298,281 and $313,259 at September 30, 1996 and December
31, 1995, respectively.
STATEMENTS OF CASH FLOWS. For purposes of the statements of cash
flows, the Partnership considers cash in banks, commercial paper
and repurchase agreements with maturities of less than three months
to be cash and cash equivalents.
USE OF ESTIMATES. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
NOTE B - RELATED PARTY TRANSACTIONS:
During the quarter ended September 30, 1996, the Partnership paid
First Washington Management, Inc., an affiliate of FW Realty
Limited Partnership, one of the general partners, $81,593 and Legg
Mason Realty Capital, Inc., an affiliate of Realty Capital IV
Limited Partnership, the other general partner, $36,001 for
management fees and reimbursement of operating expenses. At
September 30, 1996, $20,726 was payable to Legg Mason Realty
Capital, Inc. and $12,976 was payable to First Washington
Management, Inc. for management fees and reimbursement of operating
expenses.
<PAGE> 6
NOTE B - RELATED PARTY TRANSACTIONS, continued
The general partners agreed to lend to the Partnership, without
interest, up to 50% of the acquisition fees actually paid to them
at the time the loan was made in the event the annual cumulative
non-compounded return to assignee limited partners fell below 7% of
the allocable invested capital for the period from February 1, 1989
through January 31, 1992. In 1990, the general partners fulfilled
their obligation under these cash flow protector loan provisions.
As of September 30, 1996, cash flow protector loans totalling
$789,203 were outstanding ($599,794 to FW Realty Limited
Partnership and $189,409 to Realty Capital IV Limited Partnership).
The loans are non-interest bearing and are required to be repaid
from distributable cash flow or sale or refinancing proceeds after
the payment of a preferred return to assignee limited partners
equal to a 10% annual cumulative non-compounded return on invested
capital.
In addition, acquisition fees totalling $73,431 were payable as of
September 30, 1996 to FW Realty Limited Partnership in the amount
of $55,808 and to Realty Capital IV Limited Partnership in the
amount of $17,623.
NOTE C - PARTNERSHIP ALLOCATIONS AND DISTRIBUTIONS:
Distributable cash flow is payable quarterly as follows:
1. 99% to the assignee limited partners and 1% to the general
partners until each assignee limited partner has received an
annual cumulative return equal to 10% of invested capital;
and
2. the balance is distributable 98% to the assignee limited
partners and 2% to the general partners.
Income and loss from operations for each fiscal year is allocated
as follows:
1. If there has been a distribution of distributable cash flow
during such fiscal year, net income from operations shall be
allocated to the assignee limited partners and general
partners in proportion to such distribution of distributable
cash flow.
2. If there has been no distribution of distributable cash flow
during such fiscal year, net income from operations shall be
allocated 99% to the assignee limited partners and 1% to the
general partners.
3. Net loss from operations for each fiscal year shall be
allocated 99% to the assignee limited partners and 1% to the
general partners.
Sale or refinancing proceeds are distributed first to meet debts
and obligations of the Partnership and to fund reserves for
<PAGE> 7
NOTE C - PARTNERSHIP ALLOCATIONS AND DISTRIBUTIONS, continued:
contingent liabilities to the extent deemed reasonable by the
general partners and then to the assignee limited partners and
general partners in the order described in Section 4.4 of the
Partnership Agreement.
Any gain from a sale or refinancing is allocated as follows:
1. To the assignee limited partners and general partners having
negative balances in their capital accounts, prior to
distribution of sale or refinancing proceeds, an amount of
such gain sufficient to increase their negative balances to
zero;
2. To each assignee limited partner and general partner who has
received or will receive a distribution out of the sale or
refinancing proceeds, the amount of and in proportion to the
excess of such distribution over the positive balance in his
capital account, determined after any allocation of gain
from a sale or refinancing pursuant to (1) above, and
3. The balance, 75% to the assignee limited partners and 25% to
the general partners.
Any loss from a sale or refinancing shall be allocated 99% to the
assignee limited partners and 1% to the general partners.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Partnership's financial statements are prepared based on the
accrual method of accounting. The Partnership's rental income from
its shopping center properties consists of base rents from tenants
occupying space in each shopping center. In addition, certain
leases provide for additional rent computed on the basis of a
percentage of gross sales in excess of specified levels. In some
cases, leases provide for rent abatements and scheduled rent
increases over the life of the lease. To the extent a lease
provides for rent abatements or adjustments, the Partnership, in
accordance with generally accepted accounting principles,
recognizes rental income on a straight-line basis of equal monthly
payments over the term of such lease. Market conditions have
dictated offering a wide variety of concessions to prospective
tenants, which most frequently include a combination of free rent
and reduced rents.
As of September 30, 1996, tenant rent receivables prior to the
allowance for doubtful accounts totaled $982,534 of which amount
$298,281 represented receivables required to be accrued in
accordance with applicable accounting principles to reflect
scheduled rent increases over the terms of the applicable leases
and $684,253 represented the balance. As of December 31, 1995 and
September 30, 1995, such rent receivables totaled $1,117,704 and
$1,442,849, respectively, of which amounts $313,259 and $675,412,
respectively, represented receivables required to be accrued and
$804,445 and $767,437, respectively, represented the balances. The
Partnership wrote off tenant rent receivables and charged the
allowance for doubtful accounts in the quarters ended September 30,
1996 and 1995 for $82,266 and $12,049, respectively.
CASH FLOW
The Partnership recorded a $1,454,973 net increase in cash and cash
equivalents in the nine months ended September 30, 1996, with
$965,432 in net cash provided by operating activities and
$1,545,732 provided by investing activities, partially offset by
$1,056,191 used in financing activities. The increase in cash and
cash equivalents is primarily attributable to the sale of Holiday,
the sale of a pad site at Edgewood Plaza and the release of a
mortgage escrow deposit to the Partnership related to Edgewood
Plaza. The sale of Holiday on May 3, 1996 contributed
approximately $858,000 to the increase in cash and cash equivalents
after payment of mortgage debt and transaction expenses related to
the sale. The sale of a pad site at Edgewood Plaza contributed
approximately $209,000 after payment of sale expenses. The release
of an escrow for completion of the environmental remediation at
Edgewood Plaza contributed $130,000. The net proceeds from the
<PAGE> 9
sale of a pad site at Tarrytown Mall of $324,394 did not increase
cash and cash equivalents since the proceeds were placed in escrow
with the first trust lender.
The principal differences between net loss for the nine months
ended September 30, 1996 of $301,958 and net cash provided by
operating activities of $965,432 were the noncash charge of
$1,127,863 for depreciation and amortization and an increase in
accrued interest payable of $311,735. In connection with investing
activities, in addition to $70,202 expended for improvements of
real estate, the Partnership expended $278,972 from a capital
improvement escrow related to Edgewood Plaza during 1996. The
capital improvement escrow is included in prepaid expenses,
mortgage escrows and other assets in the Partnership's financial
statements. Net cash used in financing activities of $1,056,191
primarily resulted from the retirement of debt related to Holiday
of $232,726, the payment of $115,025 to reduce the principal
balance of the Quality Center mortgage in connection with a loan
extension, monthly principal payments on long-term debt totalling
$479,493, and the establishment of a mortgage escrow deposit of
$324,394 from proceeds of the pad site sale at Tarrytown Mall.
Principal payments on long-term debt included $181,500 with respect
to the Tarrytown Mall first trust loan. For purposes of the
statement of cash flows, the net use of cash for mortgage escrow
deposits of $194,394 represented the mortgage escrow deposit at
Tarrytown Mall of $324,394, net of the release of the $130,000
escrow for completion of the environmental remediation work at
Edgewood Plaza.
LIQUIDITY AND CAPITAL RESOURCES
The cash and cash equivalents position of the Partnership at
September 30, 1996 increased $1,454,973 from that at December 31,
1995. The Partnership's cash and cash equivalents position
fluctuates from quarter to quarter as follows: (i) decreasing with
the funding of lease-up costs and tenant improvements; (ii)
decreasing with the funding of renovation and expansion costs of
the shopping centers; (iii) increasing as borrowing and sales
proceeds, net rental income and interest income are received; (iv)
decreasing as expenses (including debt service requirements) are
paid; and (v) decreasing by any payment of Partnership
distributions.
It has been the policy of the Partnership to apply any increase in
cash to increase Partnership working capital reserves, to provide
for shopping center improvements if and when necessary, and to
repay and refinance debt as required. That policy reflects the
General Partners' belief that maintenance of adequate cash reserves
is prudent in view of the current real estate and general economic
environments and is consistent with the Partnership's objective to
maintain and increase the value of its shopping centers.
Consequently, there has been no assurance as to the availability of
<PAGE> 10
cash flow to make distributions to partners. However, in light of
the consummation of the sales of Orchard Square and Holiday, the
anticipated extensions of the Lynnwood Place and Woodlawn mortgages
and other developments, the General Partners presently anticipate
that the Partnership will make a cash distribution to Unitholders
shortly after the close of the current year, although the amount of
the distribution cannot be predicted.
On May 3, 1996, the Partnership sold Holiday to an unrelated third
party for a price of $1,200,000. For financial reporting purposes,
a loss, after transaction expenses, of approximately $79,000 was
recorded in May 1996. The net proceeds from the sale, after payoff
of the related mortgage debt and transaction expenses, were
approximately $858,000, which exceeded the $817,000 in appraised
net equity of Holiday included in the appraised value of the
Partnership's portfolio at the end of 1995.
The Lynnwood Place mortgage, which had an outstanding principal
balance of $6,245,965 at September 30, 1996, was scheduled to
mature on July 10, 1996. The lender extended the term of this loan
to December 31, 1996 on the same terms and conditions previously
existing under the loan. In October 1996, the Partnership executed
an application to extend the mortgage for three years beginning
January 1, 1997. The terms of the extended mortgage loan include
an interest rate of 9.5% and level payments of approximately
$651,000 annually based on a 21 year principal amortization. The
extended mortgage will be prepayable without penalty in the event
of sale of the center. To obtain the mortgage extension on the
terms described, the Partnership will pay the lender $300,000 in
reduction of the principal balance of this loan and a fee of
approximately $59,000.
The Woodlawn Village mortgage, which had an outstanding principal
balance of $1,816,541 at September 30, 1996, matures December 1,
1996. In October 1996, the Partnership executed an application to
extend the full principal balance of the loan for a 10 year term at
an interest rate of 8.5%. The mortgage is designed to be assumable
by a buyer of the property. To obtain this extension, the
Partnership will pay the lender a fee of approximately $18,000.
The Quality Center mortgage, which had an outstanding principal
balance of $3,701,026 at September 30, 1996, matures on February 1,
1997. The Partnership intends to seek an extension of this
mortgage with the lender.
In the fourth quarter of 1995, the Partnership recorded a charge of
$2,606,156 to reflect the Partnership's estimate of net realizable
value of Tarrytown Mall based on the decline in the appraisal value
to an amount below the outstanding balance of the mortgage debt and
accrued interest on the property. The $2,606,156 charge
represented the amount required to reduce the Partnership's net
equity in the property for financial reporting purposes to zero.
<PAGE> 11
In the nine months ended September 30, 1996, depreciation charges
with respect to Tarrytown Mall were $250,445 and accruals of unpaid
interest arising under the mortgage and described below were
$301,391.
At September 30, 1996, Tarrytown Mall was subject to $7,127,438 in
mortgage indebtedness, of which $1,742,440 is represented by a
first trust mortgage and $5,384,998 is represented by a second
trust mortgage. In addition, at September 30, 1996, $16,100 in
interest was accrued with respect to the first mortgage and
$800,932 in interest was accrued with respect to the second
mortgage. Both the first and second mortgages (principal and
interest) are nonrecourse to the Partnership. The first trust
mortgage required principal payments of $19,000 per month until
June 30, 1996 when required principal payments were scheduled to
increase to $44,000 per month. The first trust lender agreed to
reduce the required payment schedule of principal payments to
$22,500 per month until June 30, 1997 or such earlier date as a
replacement tenant is found for the Wholesale Depot space. All
other loan terms remain unchanged. Monthly principal payments are
scheduled to increase to $49,000 on July 1, 1997 and to $54,000 on
February 1, 1998. Net cash flow from operations at Tarrytown Mall
currently would be insufficient to meet the July 1997 scheduled
increase in the monthly principal payments under the first trust
mortgage.
The second trust mortgage requires that after payment of first
trust debt service and capital improvements made with respect to
Tarrytown Mall, net cash flow from operations from that center be
applied to second trust mortgage interest and principal
curtailments. To the extent that net cash flow is insufficient to
make second trust debt service payments, unpaid interest on the
second trust loan is accrued rather than paid. The Partnership
accrued $301,391 in unpaid interest in the first nine months of
1996. Accrued and unpaid interest bears interest at 8% per annum
and is due at the maturity of the loan or earlier to the extent net
cash flow is available.
Prepaid expenses, mortgage escrows and other assets in the
Partnership's financial statements include approximately $581,000
with respect to Tarrytown Mall, all of which is pledged to secure
mortgage debt related to that property. Interest payable includes
approximately $817,000 with respect to Tarrytown Mall, which is
payable out of cash flow from operations and from sale or
refinancing proceeds from that property and is not reflective of
the fact that the principal and interest related to the Tarrytown
Mall mortgages are nonrecourse to the Partnership.
On August 6, 1996, the Partnership sold a pad site of approximately
1.15 acres of land at Tarrytown Mall to an unrelated third party
for a price of $330,000. The pad site was formerly occupied by an
automotive center which vacated the space May 31, 1996. The
<PAGE> 12
purchaser intends to build a restaurant franchised by a national
restaurant chain. For financial reporting purposes, a gain, after
transaction expenses, of approximately $154,000 was recorded in
August 1996. The net proceeds from the sale, after payment of
transaction expenses, of approximately $324,000 were placed in
escrow with the first trust lender to be used for one of the
following three purposes: (1) to fund tenant improvement work if a
replacement tenant is found for the Wholesale Depot space, (2) to
acquire an adjoining parcel of land to enhance visibility and
provide additional customer parking at Tarrytown Mall or (3) to
reduce the principal amount of the first trust loan.
On September 25, 1996, the Partnership sold a pad site at Edgewood
Plaza to an unrelated third party for a price of approximately
$220,000. For financial reporting purposes, a gain, after
transaction expenses, of approximately $76,000 was recorded in
September 1996. The pad site was not secured by the Edgewood Plaza
mortgage. The net proceeds from the sale, after transaction
expenses, were approximately $209,000.
In September 1995, the Partnership obtained a loan secured by
Edgewood Plaza. From loan proceeds of $1,400,000, $452,485 was
placed in escrow for a capital improvement plan at Edgewood Plaza.
As of September 30, 1996, the Partnership has expended $441,840
from the capital improvement escrow. The improvements to Edgewood
Plaza which include a new facade, roof and parking lot resurfacing
were substantially completed in July 1996. The Partnership
executed a lease modification with Santoni's Market, an anchor
tenant at Edgewood Plaza, requiring an annual rent increase of
approximately $25,000, which commenced July 1, 1996. Other tenants
agreed to annual rent increases totaling approximately $7,000 which
were also effective at that time.
From the Edgewood Plaza loan proceeds, $130,000 was also placed in
escrow for environmental remediation work at the property. A
former tenant at Edgewood Plaza paid substantially all of the costs
incurred with respect to this remediation. In July 1996, the
$130,000 escrow was released to the Partnership. The Partnership
received final closure from the Maryland Department of the
Environment in September 1996.
At Edgewood Plaza, Rite-Aid, an anchor tenant leasing 6,400 square
feet, acquired property and constructed a free-standing retail
store directly across Route 755 from the shopping center. The
free-standing Rite-Aid opened in October 1996 and Rite-Aid at
Edgewood Plaza closed its store at that time. Rite-Aid's lease
with the Partnership expires July 31, 1999. The Partnership will
attempt to negotiate a termination agreement with Rite-Aid
regarding its lease obligation with the Partnership.
On October 7, 1996, the Partnership sold a parcel of land at
Jackson Heights to an unrelated third party for a price of $40,000.
<PAGE> 13
The purchaser intends to build a restaurant franchised by a
national restaurant chain on property adjacent to Jackson Heights
and the parcel of land was required to meet parking needs. The net
proceeds of approximately $35,000 were applied to reduce the
mortgage on that property.
Subsequent to September 30, 1996, the Partnership is obligated to
expend approximately $63,000 for tenant fit-up costs in connection
with tenant leases which have been signed and other committed
capital expenditures. This amount does not include tenant
improvement expenditures for prospective or future tenants.
The Partnership executed a lease modification with Food Lion at
Woodlawn Village for an expansion of its store from 25,000 to
32,744 square feet. Upon completion, the expansion would add 4,444
square feet to the center and convert 3,300 square feet of in-line
space to Food Lion use. Food Lion obtained the required building
permits and commenced construction in the third quarter of 1996.
As part of the lease modification, Food Lion is funding
substantially all of the expansion costs. The expansion is
expected to be completed in the first quarter of 1997 and is
intended to add to the stability of the center.
In connection with the sale of Orchard Square, the Partnership
retained responsibility for certain environmental issues. In
February 1996, the Partnership's environmental consultants
completed their assessment to determine the extent of any
environmental liability and concluded that no remediation was
required. Their report was submitted to the applicable state
regulatory agency which is empowered to make its own independent
finding. That agency required the Partnership to conduct certain
soil testing and environmental remediation procedures which were
completed in August 1996. The Partnership received final closure
from the Georgia Department of Natural Resources in October 1996.
The Partnership incurred approximately $85,000 in costs related to
the testing and remediation procedures, of which $36,000 is
included in accounts payable and accrued expenses in the
Partnership's financial statements at September 30, 1996.
During late 1993 and into 1994, affiliates of Realty Capital IV
Limited Partnership discussed the possible sale of the
Partnership's shopping centers to a limited partnership, of which
a real estate investment trust ("FWREIT") formed by affiliates of
FW Realty Limited Partnership serves as the sole general partner.
These discussions were discontinued without reaching agreement as
the stock market valuations of real estate investment trusts owning
strip and neighborhood shopping centers fell and the Partnership's
portfolio faced significant issues potentially affecting values at
Tarrytown Mall, Quality Center and Orchard Square.
In the fourth quarter of 1995, discussions between Realty Capital
IV Limited Partnership on behalf of the Partnership and FWREIT were
<PAGE> 14
reopened regarding the possible sale for cash of the Partnership's
shopping centers to an affiliate of FWREIT. It was determined to
defer those discussions pending the outcome of the initiatives
underway to sell certain Partnership's shopping centers through
third party brokers.
The General Partners will endeavor to complete the sale of the
Partnership's assets and distribute the net proceeds to Unitholders
by the end of 1997. To that end, the Partnership sold Orchard
Square in December 1995 and Holiday in May 1996, has listed four
properties, Lynnwood Place, Jackson Heights, Cloister and Berkeley
Square, with brokers active in the markets where these centers are
located, and is in direct negotiations with a potential buyer of
Highlandtown.
With respect to the four remaining properties, the General Partners
have adopted the following strategies: (i) the listing of Woodlawn
Village for sale should await completion of the Food Lion expansion
in the first quarter of 1997; (ii) the listing of Edgewood Plaza
should await the outcome of negotiations with Rite-Aid regarding
its anchor space; (iii) the listing of Quality Center should await
further progress in the Partnership's attempt to reposition Quality
Center from a factory outlet center to a neighborhood and community
convenience center and (iv) the disposition of Tarrytown Mall
should be resolved based on the outcome of discussions with that
center's mortgage lenders.
The Partnership may reopen discussions with FWREIT regarding a sale
of Partnership assets to that REIT. Although the General Partners
will endeavor to complete the sale of the Partnership's assets and
liquidate the Partnership by the end of 1997, there can be no
assurance that this objective will be achieved.
The Partnership's operations, as well as the financial condition of
many of its tenants, have been adversely affected by economic and
competitive conditions. If the Partnership is not able to fund its
cash requirements from operations and cash reserves, the
Partnership may be required to seek additional financing. The
Partnership could be adversely affected by the increased standards
employed by lenders to determine the amount, terms and underwriting
requirements for such financing, all of which have affected the
amount and cost of borrowing. If additional borrowing or
refinancing is not available, the Partnership may be required to
sell one or more of its shopping center properties. There is no
assurance that loans would be available, or that the Partnership
would be able to sell a particular shopping center, or that the
terms of such loans or any sales would be advantageous to the
Partnership. Furthermore, if alternative sources of cash were
needed and not found, the Partnership could default on its
obligations, including obligations to pay debt service and mortgage
interest, which could result in the foreclosure by its mortgage
lenders of one or more shopping centers.
<PAGE> 15
RESULTS OF OPERATIONS
The results of operations for the quarter ended September 30, 1996
reflect the operations of nine shopping centers. The results of
operations for the nine months ended September 30, 1996 reflect the
operations of ten shopping centers through May 2, 1996 and nine
shopping centers thereafter. The results of operations for the
comparable quarter and nine months in 1995 reflect the operations
of eleven shopping centers. The Partnership sold Orchard Square
Shopping Center on December 29, 1995 and Holiday Shopping Center on
May 3, 1996. The net income (loss) for each shopping center is as
follows:
<TABLE>
<CAPTION>
Net income (loss) for Net income (loss) for
the quarters ended the nine months ended
--------------------- ---------------------
Shopping Centers / Location 9/30/96 9/30/95 9/30/96 9/30/95
---------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
WOODLAWN VILLAGE
Fredericksburg, VA........ $(18,346) $ (7,218) $(39,184) $(37,792)
LYNNWOOD PLACE
Jackson, TN............... (15,611) (24,183) (88,376) (146,668)
HIGHLANDTOWN VILLAGE
Baltimore, MD............. 8,880 18,038 22,542 12,803
JACKSON HEIGHTS PLAZA
Murfreesboro, TN.......... 30,702 35,201 131,953 78,877
HOLIDAY
Collinsville, VA.......... - 2,688 9,471 18,113
CLOISTER
Ephrata, PA............... 6,360 23,163 20,265 65,912
ORCHARD SQUARE
Cobb County, GA........... - 29,771 - 105,954
EDGEWOOD PLAZA
Harford County, MD........ 23,812 31,532 55,137 111,259
TARRYTOWN MALL
Rocky Mount, NC........... (134,996) (108,461) (403,879) (191,860)
BERKELEY SQUARE
Goose Creek, SC........... 20,720 (9,908) 64,330 (54,745)
QUALITY CENTER
Lancaster, PA............. (34,099) (64,502) (126,285) (228,818)
--------- --------- --------- ---------
Shopping center totals (112,578) (73,879) (354,026) (266,965)
Gain on sale of pad sites 229,982 - 229,982 -
Loss on sale of center - - (78,687) -
Other expenses (27,269) (33,179) (99,227) (115,461)
--------- --------- --------- ---------
Total $ 90,135 $(107,058) $(301,958) $(382,426)
========= ========= ========= =========
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1996:
The Partnership reported net income of $90,135 for the third
quarter of 1996 and net loss of $107,058 for the comparable quarter
<PAGE> 16
of 1995. The significant factors contributing to the improved net
income in the third quarter of 1996 were gains on the sales of pad
sites of $229,982, an increase in interest income and decreases in
interest, depreciation, and taxes and insurance expenses. These
factors were partially offset by a decline in rental income. A
substantial portion of these variances in income and expense can be
attributed to the sale of Orchard Square in December 1995, the
increase in losses at Tarrytown Mall and the sale of Holiday on May
3, 1996.
The Partnership's total income decreased $243,824 to $1,615,916 in
the quarter ended September 30, 1996 from $1,859,740 in the
comparable quarter of 1995. The decrease in total income consisted
of a decline in rental income of $238,680 to $1,337,022 for the
third quarter of 1996 from $1,575,702 for the third quarter of 1995
and a decrease in tenant reimbursement income of $5,144 to $278,894
for the 1996 quarter from $284,038 for the 1995 quarter.
Rental income declined primarily due to the sale of Orchard Square
in December 1995 which had rental income of $197,537 in the third
quarter of 1995 and the sale of Holiday in May 1996 which had
rental income of $47,335 in the 1995 quarter. Five of the
Partnership's nine shopping centers had decreases in rental income,
including significant decreases at Tarrytown Mall of $31,275. The
decline in rental income at Tarrytown Mall was primarily the result
of the loss of income recorded with respect to the Wholesale Depot
lease obligations. Wholesale Depot terminated its lease at
Tarrytown Mall on October 7, 1994. Rental income for the quarter
ended September 30, 1995 included approximately $32,000 of rental
income with respect to the Wholesale Depot lease. Tarrytown Mall
was approximately 62% leased at September 30, 1996 and 1995. Three
of the shopping centers had decreases in tenant reimbursement
income. Tenant reimbursement income at Orchard Square and Holiday
were $39,612 and $453, respectively, in the third quarter of 1995.
The declines in rental income and tenant reimbursement income were
partially offset by increases in rental income at four shopping
centers and increases in tenant reimbursement income at six
shopping centers. These increases included increases in rental
income at Quality Center of $22,920 and at Edgewood of $19,110 and
an increase in tenant reimbursement income at Quality Center of
$20,040. The increases in rental and tenant reimbursement income
at Quality Center were primarily due to an increase in Quality
Center's leased percentage. Quality Center was 77% leased at
September 30, 1996, which represented a net leasing gain of 7% from
September 30, 1995. The increase in rental income at Edgewood
Plaza was primarily due to increased rental rates. Edgewood Plaza
was 100% leased at September 30, 1996 and 1995.
The following changes in leased percentages also contributed to
changes in rental income and tenant reimbursement income. Berkeley
Square and Jackson Heights experienced net leasing gains from
<PAGE> 17
September 30, 1995 to September 30, 1996. Berkeley Square was
approximately 95% leased at September 30, 1996, which represented
an increase from approximately 92% leased at September 30, 1995.
Jackson Heights was 100% leased at September 30, 1996, an increase
of 1% from September 30, 1995. The leased percentage for Lynnwood
Place remained unchanged from September 30, 1995 at 100% leased.
Highlandtown Village, Cloister and Woodlawn experienced net leasing
declines at September 30, 1996 from September 30, 1995.
Highlandtown Village, Cloister and Woodlawn were 98%, 95% and 90%
leased, respectively, which represented declines of 2%, 5% and 3%,
respectively. The Partnership's aggregate portfolio was
approximately 84% leased at September 30, 1996 and 1995. The
Partnership's shopping center portfolio at September 30, 1996
represented nine centers with approximately 945,000 leasable square
feet. The portfolio at September 30, 1995 represented 11 shopping
centers with approximately 1,120,000 square feet.
Total operating expenses decreased $187,743 to $1,789,265 in the
1996 period from $1,977,008 in the 1995 period. Approximately
$181,000 of the decrease was due to the sale of Orchard Square in
December 1995 and approximately $44,000 of the decrease was due to
the sale of Holiday in May 1996. Interest expense decreased
$111,981 to $678,455 for the third quarter of 1996 from $790,436
for the third quarter of 1995. The net decrease in interest
expense is primarily attributable to the sale of Orchard Square
which had interest expense totaling $86,760 in the third quarter of
1995 and a decline in interest expense at Berkeley Square of
$22,046 as a result of the reduction in long-term debt related to
that shopping center in the fourth quarter of 1995. These declines
in interest expense were partially offset by an increase in
interest expense of $26,232 at Edgewood Plaza in the third quarter
of 1996 as a result of the Partnership obtaining a loan of
$1,400,000 in September 1995 secured by this shopping center which
was previously unencumbered.
Depreciation expense decreased $64,274 to $341,794 for the quarter
ended September 30, 1996 from $406,068 for the comparable quarter
of 1995 primarily due to the sale of Orchard Square. Depreciation
expense at Orchard Square was $53,350 in the third quarter of 1995.
Taxes and insurance expense decreased $17,880 to $189,814 for the
quarter ended September 30, 1996 from $207,694 for the comparable
quarter of 1995. This net decrease was primarily attributable to
the sale of Orchard Square. Taxes and insurance expense at Orchard
Square was $17,495 in the third quarter of 1995.
Interest income increased $23,292 to $33,502 for the quarter ended
September 30, 1996 from $10,210 for the comparable quarter of 1995.
The increase in interest income was primarily the result of
increasing cash balances predominantly due to proceeds from the
sales of Orchard Square in December 1995 and Holiday in May 1996.
<PAGE> 18
NINE MONTHS ENDED SEPTEMBER 30, 1996:
Net loss decreased $80,468 to net loss of $301,958 for the nine
months ended September 30, 1996 from net loss of $382,426 for the
comparable nine months of 1995. The significant factors
contributing to the decreased net loss in the nine months of 1996
were gains on the sales of pad sites, an increase in interest
income and declines in interest, depreciation, taxes and insurance,
management and leasing and other expenses. These factors were
partially offset by declines in rental and tenant reimbursement
income, a loss on the sale of Holiday Shopping Center, and an
increase in repairs and maintenance expense. A substantial portion
of these variances in income and expense can be attributed to the
sale of Orchard Square on December 29, 1995, the increase in losses
at Tarrytown Mall and the sale of Holiday on May 3, 1996.
The Partnership's total income decreased $822,123 to $4,810,347 for
the first nine months in 1996 from $5,632,470 for the first nine
months in 1995. The change in total income consisted of a decrease
in rental income of $787,900 to $3,991,885 for the 1996 period from
$4,779,785 for the 1995 period and a decrease in tenant
reimbursement income of $34,223 to $818,462 for the 1996 period
from $852,685 for 1995 period.
Rental income declined primarily due to the sale of Orchard Square
in December 1995, the sale of Holiday in May 1996 and declines in
rental income at Tarrytown Mall of $219,597 and Cloister of
$32,570. Orchard Square had rental income of $605,594 for the nine
months ended September 30, 1995. Rental income with respect to
Holiday decreased $77,705 in 1996 as compared to 1995 as a result
of the sale of that center. Three of the nine shopping centers had
decreases in tenant reimbursement income, including a significant
decrease at Tarrytown Mall of $35,912. Tenant reimbursement income
at Orchard Square was $96,576 for the first nine months of 1995.
The declines in rental income and tenant reimbursement income at
Tarrytown Mall were primarily the result of the loss of income
recorded with respect to the Wholesale Depot lease obligations.
Wholesale Depot terminated its lease at Tarrytown Mall on October
7, 1994. Total income for the nine months ended September 30, 1995
included approximately $249,400 of rental income and $63,200 of
tenant reimbursement income with respect to the Wholesale Depot
lease. Tarrytown Mall was approximately 62% leased at September
30, 1996 and 1995. The decline in rental income at Cloister was
primarily due to a decline in the shopping center's leased
percentage. Cloister was approximately 95% leased at September 30,
1996, which represented a net leasing decline of 5% from September
30, 1995.
The declines in rental income and tenant reimbursement income were
partially offset by increases in rental income and tenant
reimbursement income at six shopping centers, including significant
increases in rental income at Edgewood Plaza of $28,907 and Quality
<PAGE> 19
Center of $37,551 and increases in tenant reimbursement income at
Lynnwood Place of $34,932, Highlandtown of $26,191, and Quality
Center of $42,569. The increase in rental income at Edgewood Plaza
was predominantly due to increased rental rates commencing July 1,
1996 when the capital improvement plan at Edgewood Plaza was
substantially complete as well as other tenant rollovers. Edgewood
Plaza was 100% leased at September 30, 1996 and 1995. The increase
in rental and tenant reimbursement income at Quality Center was
primarily due to an increase in the shopping center's leased
percentage. Quality Center was 77% leased at September 30, 1996,
which represented a net leasing gain of 7% from September 30, 1995.
The increase in tenant reimbursement income at Lynnwood Place was
primarily due to adjustments made in 1995 for a reduction in
estimated real estate tax tenant reimbursements and for prior year
accruals. Lynnwood Place was 100% leased at September 30, 1996 and
1995. The increase in tenant reimbursement income at Highlandtown
Village was primarily due to an increase in reimbursable expenses
and adjustments made in 1995 for prior year accruals. Highlandtown
was 98% leased at September 30, 1996, a decrease of 2% from
September 30, 1995.
The following changes in leased percentages also contributed to
changes in rental income and tenant reimbursement income. Berkeley
Square and Jackson Heights experienced net leasing gains from
September 30, 1995 to September 30, 1996. Berkeley Square was
approximately 95% leased at September 30, 1996, which represented
an increase from approximately 92% leased at September 30, 1995.
Jackson Heights was 100% leased at September 30, 1996, an increase
of 1% from September 30, 1995. The leased percentage for Woodlawn
Village was 90% at September 30, 1996, which represented a net
decline of 3% from September 30, 1995. The Partnership's aggregate
portfolio was approximately 84% leased at September 30, 1996 and
1995. The Partnership's shopping center portfolio at September 30,
1996 represented nine centers with approximately 945,000 leasable
square feet. The portfolio at September 30, 1995 represented 11
shopping centers with approximately 1,120,000 square feet.
Total operating expenses decreased $691,884 to $5,339,435 in the
1996 period from $6,031,319 in the 1995 period. Approximately
$539,420 of the decrease was due to the sale of Orchard Square in
December 1995. Total operating expenses at Holiday declined
$67,866 primarily due to the sale of the shopping center on May 3,
1996. Interest expense decreased $305,822 to $2,090,052 for the
first nine months of 1996 from $2,395,874 for the comparable nine
months of 1995. The net decrease in interest expense is primarily
attributable to the sale of Orchard Square which had interest
expense of $261,218 in the nine months ended September 30, 1995 and
declines in interest expense at Berkeley Square of $62,314 and
Lynnwood Place of $22,421. Interest expense at Berkeley Square
declined as a result of the reduction in long-term debt related to
that shopping center in the fourth quarter of 1995. Interest
expense at Lynnwood Place declined as a result of a decrease in the
<PAGE> 20
interest rate in July 1995. These declines in interest expense
were partially offset by an increase in interest expense of $86,345
at Edgewood Plaza in the 1996 period as a result of the Partnership
obtaining a loan of $1,400,000 in September 1995 secured by this
shopping center which was previously unencumbered.
Depreciation expense decreased $176,835 to $1,043,339 for the nine
months ended September 30, 1996 from $1,220,174 for the comparable
nine months of 1995 primarily due to the sales of Orchard Square
and Holiday. Depreciation expense at Orchard Square was $160,051
in the nine months of 1995. Depreciation expense at Holiday
declined $25,033 in 1996 from 1995.
Repairs and maintenance expense increased $31,098 to $678,318 for
the 1996 period from $647,220 for the 1995 period. Significant
changes in repairs and maintenance expense included increases at
Tarrytown Mall of $33,228 and Quality Center of $24,616, which were
partially offset by a decrease at Jackson Heights of $33,887.
Repairs and maintenance expense at Orchard Square was $47,480 in
the nine months ended September 30, 1995.
Taxes and insurance expense decreased $58,873 to $566,640 for the
nine months ended September 30, 1996 from $625,513 for the
comparable nine months of 1995. This net decrease was primarily
attributable to the sale of Orchard Square. Taxes and insurance
expense at Orchard Square was $56,455 in the 1995 period.
Management and leasing to related parties decreased $43,477 to
$280,470 for the 1996 period from $323,947 for the 1995 period.
Management and leasing to related parties at Orchard Square was
$40,325 in the 1995 period.
The aggregate provision for doubtful accounts was $52,801 for the
nine months ended September 30, 1996 as compared to $124,710 for
the nine months ended September 30, 1995. The provisions related
to eight of the Partnership's shopping centers were lower in 1996
as compared to 1995.
Other expenses decreased $79,412 to $543,291 for the nine months
ended September 30, 1996 from $622,703 for the comparable nine
months in 1995. The decrease can primarily be attributed to
decreases in legal expense at Tarrytown Mall and Quality Center of
$33,903 and $17,587, respectively, and decreases in administrative
expense at Quality Center and Edgewood Plaza of $30,415 and
$21,873, respectively. The decrease in legal expense at Tarrytown
Mall was due to expenses incurred in 1995 related to the bankruptcy
of Wholesale Depot and lease negotiations with a potential tenant
for the Wholesale Depot space. The decrease in legal expense at
Quality Center was due to expenses incurred in 1995 related to
unsuccessful negotiations with a potential buyer for that shopping
center. The decrease in administrative expense at Quality Center
was due to an adjustment in 1995 in the marketing fund as a result
of a decline in tenant contributions for this period and prior
<PAGE> 21
periods based on occupancy at the property. The decrease in
administrative expense at Edgewood Plaza can primarily be
attributed to a reversal of a reserve for estimated environmental
remediation costs required at that property as a former tenant paid
the applicable expenses. The declines in these expenses were
partially offset by charges of approximately $40,000 in 1996 for
environmental testing and remediation at Orchard Square.
Interest income increased $59,412 to $75,835 for the nine months
ended September 30, 1996 from $16,423 for the comparable nine
months of 1995. The increase in interest income was primarily the
result of increasing cash balances predominantly due to proceeds
from the sales of Orchard Square in December 1995 and Holiday in
May 1996.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule for the nine months ended
September 30, 1996.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Partnership during
the quarter ended September 30, 1996.
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
By: Realty Capital IV Limited Partnership
General Partner
By: LMRC IV, Inc., General Partner
Date: November 1, 1996 By: /s/ Richard J. Himelfarb
------------------ -----------------------------------
Richard J. Himelfarb, President
By: FW Realty Limited Partnership,
General Partner
By: FW Corporation, General Partner
Date: November 1, 1996 By: /s/ William J. Wolfe
------------------ ---------------------------------
William J. Wolfe, President
<PAGE> 23
EXHIBIT INDEX
Exhibit
Number
27.1 Financial Data Schedule for the nine months
ended September 30, 1996.
