UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 33-20614
SHOPCO REGIONAL MALLS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3217028
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, 29th Floor, NY, NY
ATTN: Andre Anderson 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
Consolidated Balance Sheets
September 30, December 31,
Assets 1995 1994
Real estate, at cost:
Land $ 15,692,356 $ 15,692,356
Building 90,626,185 90,241,570
Furniture, fixtures
and equipment 1,344,483 1,101,028
107,663,024 107,034,954
Less accumulated depreciation
and amortization (16,119,091) (14,227,478)
91,543,933 92,807,476
Cash 6,501,458 5,514,426
Construction escrows 409,994 388,525
Accounts receivable, net of
allowance of $754,251 in 1995
and $604,598 in 1994 736,620 1,090,390
Deferred rent receivable 272,147 218,646
Deferred charges and
organization costs, net of
accumulated amortization of
$112,516 in 1995 and $81,794
in 1994 94,390 125,112
Prepaid expenses and other
assets 587,540 397,791
Total Assets $100,146,082 $100,542,366
Liabilities, Minority Interest and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 374,419 $ 196,850
Mortgages payable 55,428,933 55,887,496
Due to affiliates 32,700 30,772
Security deposits
payable 15,971 15,971
Deferred income 380,767 412,169
Distributions Payable 265,603 0
Total Liabilities 56,498,393 56,543,258
Minority interest (205,226) (198,476)
Partners' Capital (Deficit):
General Partner (38,883) (43,318)
Limited Partners (70,250
limited partnership
units authorized, issued
and outstanding) 43,891,798 44,240,902
Total Partners'
Capital 43,852,915 44,197,584
Total Liabilities,
Minority Interest and
Partners' Capital $100,146,082 $100,542,366
Consolidated Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Rental income $2,004,922 $2,006,089 $ 6,068,609 $ 6,110,316
Escalation income 1,154,925 1,369,701 3,935,394 3,900,243
Interest income 114,179 52,450 297,767 123,816
Miscellaneous income 114,689 53,810 216,365 176,746
Total Income 3,388,715 3,482,050 10,518,135 10,311,121
Expenses
Interest expense 1,083,128 1,101,719 3,259,269 3,488,432
Property operating expenses 1,202,967 1,265,858 3,666,438 3,504,516
Depreciation and amortization 644,741 629,019 1,922,335 1,880,366
Real estate taxes 372,946 343,519 1,067,787 1,030,923
General and administrative 32,152 37,612 153,132 115,389
Total Expenses 3,335,934 3,377,727 10,068,961 10,019,626
Income before minority interest 52,781 104,323 449,174 291,495
Minority interest (537) (2,788) (5,696) (8,098)
Net Income $ 52,244 $ 101,535 $ 443,478 $ 283,397
Net Income Allocated:
To the General Partner $ 523 $ 1,015 $ 4,435 $ 2,834
To the Limited Partners 51,721 100,520 439,043 280,563
$ 52,244 $ 101,535 $ 443,478 $ 283,397
Per limited partnership unit
(70,250 outstanding) $.74 $1.43 $6.25 $3.99
Consolidated Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1995
Limited General
Partners Partner Total
Balance at December 31, 1994 $44,240,902 $(43,318) $44,197,584
Net Income 439,043 4,435 443,478
Distributions (788,147) 0 (788,147)
Balance at September 30, 1995 $43,891,798 $(38,883) $43,852,915
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net income $ 443,478 $ 283,397
Adjustments to reconcile
net income to net cash
provided by operating activities:
Minority interest 5,696 8,098
Depreciation and amortization 1,922,335 1,880,366
Increase (decrease) in cash
arising from changes
in operating assets and
liabilities:
Accounts receivable 353,770 (481,538)
Deferred rent receivable (53,501) (16,881)
Prepaid expenses and other
assets (189,749) (191,183)
Accounts payable and
accrued expenses 177,569 187,076
Due to affiliates 1,928 (12,025)
Security deposits payable 0 (16,755)
Deferred income (31,402) (63,410)
Net cash provided by operating
activities 2,630,124 1,577,145
Cash Flows from Investing Activities:
Additions to real estate (628,070) (632,094)
Construction escrows (21,469) (7,174)
Net cash used for investing activities (649,539) (639,268)
Cash Flows from Financing Activities:
Payment of mortgage (458,563) (421,321)
Deferred charges 0 (4,968)
Release of Construction escrow 0 955,915
Distributions paid -
minority interest (12,446) 0
Distributions paid -
limited partners (522,544) 0
Net cash provided by (used for)
financing activities (993,553) 529,626
Net increase in cash 987,032 1,467,503
Cash at beginning of period 5,514,426 3,771,832
Cash at end of period $6,501,458 $5,239,335
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the period
for interest $3,259,269 $3,488,432
Notes to the Consolidated Financial Statements
The unaudited, consolidated interim financial statements should be read in
conjunction with the Partnership's annual 1994 financial statements within Form
10-K.
The unaudited, consolidated financial statements include all adjustments which
are, in the opinion of management, necessary to present a fair statement of
financial position as of September 30, 1995 and the results of operations and
cash flows for the nine months ended September 30, 1995 and 1994 and the
statement of changes in partners' capital (deficit) for the nine months ended
September 30, 1995. Results of operations for the periods are not necessarily
indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.
No significant events have occurred subsequent to fiscal year 1994 which
require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
At September 30, 1995, the Partnership had unrestricted cash totaling
$6,501,458, compared with $5,514,426 at December 31, 1994. The $987,032
increase is primarily the result of net cash provided by operating activities
exceeding additions to real estate, principal payments made on the Assembly
mortgage note and cash distributions to the limited partners.
Accounts receivable decreased from $1,090,390 at December 31, 1994 to $736,620
at September 30, 1995 primarily due to the receipt of real estate tax income
from tenants at Assembly Square, an increase in the allowance for doubtful
accounts with respect to several tenants at Assembly Square and the collection
of prior-year receivables at Cranberry Mall.
Prepaid expenses and other assets increased from $397,791 at December 31, 1994
to $587,540 at September 30, 1995 primarily due to the payment of real estate
taxes for the July 1, 1995 to June 30, 1996 period for Cranberry Mall.
Accounts payable and accrued expenses increased from $196,850 at December 31,
1994 to $374,419 at September 30, 1995 primarily due to an accrual made for
real estate taxes at Assembly Square for the July 1, 1995 to June 30, 1996
period.
Cash distributions were reinstated during the first quarter of 1995 following
the General Partner's evaluation of the Partnership's cash flow and anticipated
funding needs. As a result, distributions payable increased from $0 at
December 31, 1994 to $265,603 at September 30, 1995 due to the accrual of the
third quarter 1995 distribution. On or about November 15, 1995, the
Partnership will pay the third quarter cash distribution to limited partners in
the amount of approximately $3.78 per Unit. The level of future distributions
will be determined on a quarterly basis.
On September 18, 1995, Caldor, an anchor tenant at Cranberry Mall, filed for
protection under the U.S. Federal Bankruptcy Code. Caldor has been current
with its rental payments to the Partnership since the bankruptcy filing.
Pursuant to the provisions of the Federal Bankruptcy Code, Caldor may, with
court approval, choose to reject or accept the terms of its lease. Should
Caldor exercise its right to reject the lease, this would have an adverse
impact on cash flow generated by Cranberry Mall and revenues received by the
Partnership. Until Caldor files a plan of reorganization, it is uncertain what
effect this situation will have on the Caldor department store located at
Cranberry Mall or on Cranberry Mall itself.
As of the filing date of this report, the following tenants, or their parent
corporations, at Assembly Square have filed for protection under the U.S.
Federal Bankruptcy Code.
Tenant Square Footage Leased
All For A Dollar 3,464
Merry Go 'Round 3,203
Lingerie Factory 990
Mariane 6,630
Mariane Plus 6,375
G & G 1,474
5-7-9 1,400
Bakers 2,214
Jeans West 1,620
Wild Pair 1,620
Coda 2,139
These tenants currently occupy 31,129 square feet, or approximately 19.7% of
Assembly Square's leasable area (exclusive of anchor tenants), and at this
point their plans to remain at Assembly Square remain uncertain. Pursuant to
the provisions of the U.S. Federal Bankruptcy Code, these tenants may, with
court approval, choose to reject or accept the terms of their leases. Should
any of these tenants exercise the right to reject their leases, this could have
an adverse impact on cash flow generated by Assembly Square and revenues
received by the Partnership.
Results of Operations
Net cash from operating activities totaled $2,630,124 for the nine months ended
September 30, 1995 compared with $1,577,145 for the same period in 1994. The
increase is primarily due to an increase in net income and a decrease in
accounts receivable.
For the three and nine months ended September 30, 1995, the Partnership
generated net income of $52,244 and $443,478, respectively, as compared to
$101,535 and $283,397 for the corresponding periods in 1994. The decrease in
net income for the three-month period is primarily due to a decrease in
escalation income, partially offset by increases in interest and miscellaneous
income and a decrease in property operating expense. The increase in net
income for the nine-month period is primarily due to increases in interest
income and miscellaneous income, and a decrease in interest expense.
For the three and nine months ended September 30, 1995, the Partnership
generated total income of $3,388,715 and $10,518,135, respectively, compared to
total income of $3,482,050 and $10,311,121 for the same periods in 1994. The
decrease in total income for the three-month period is primarily attributable
to a decrease in escalation income, offset by increases in interest and
miscellaneous income. The increase for the nine-month period is primarily due
to increases in interest and miscellaneous income.
Rental income for the three and nine months ended September 30, 1995 totaled
$2,004,922 and $6,068,609, respectively, varying only slightly from the
corresponding periods in 1994. Escalation income, which represents billings to
tenants for their proportional share of common area maintenance, operating and
real estate tax expenses, totaled $1,154,925 and $3,935,394 for the three and
nine months ended September 30, 1995, compared to $1,369,701 and $3,900,243 for
the respective periods in 1994. The decrease for the three-month period is
mainly due to decreased common area maintenance income at Cranberry Mall
resulting from decreased common area expense.
Interest income for the three and nine months ended September 30, 1995 totaled
$114,179 and $297,767, respectively, compared to $52,450 and $123,816 for the
same periods in 1994. The increases in interest income are the result of
higher interest rates earned on higher cash balances maintained by the
Partnership.
Miscellaneous income for the three and nine months ended September 30, 1995
totaled $114,689 and $216,365, respectively, as compared to $53,810 and
$176,746 for the same periods in 1994. The increase for both periods is
primarily due to a 1995 lease buy-out by Video Concepts, a tenant at Cranberry
Mall.
Total expenses for the three and nine months ended September 30, 1995 varied
only slightly compared to the same periods in 1994. Interest expense for the
three and nine months ended September 30, 1995 was $1,083,128 and $3,259,269,
respectively, compared to $1,101,719 and $3,488,432 for the comparable periods
in 1994. The decrease in interest expense in both periods is primarily due to
the refinancing of the Cranberry Note at a lower rate in the second quarter of
1994 and principal payments made on the Assembly Note.
Property operating expenses for the three and nine months ended September 30,
1995 totaled $1,202,967 and $3,666,438, respectively, compared to $1,265,858
and $3,504,516 for the same periods in 1994. The decrease for the three-month
period is primarily due to smaller allowances for bad debt at Cranberry Mall
made during the third quarter of 1995 than during the same period in 1994.
The increase for the nine-month period is primarily due to increased allowances
made during the second quarter of 1995 for bad debt at both Assembly Square and
Cranberry Mall, associated with several former tenants at both malls and an
increase in insurance expense at both properties.
General and administrative expense for the three and nine months ended
September 30, 1995 was $32,152 and $153,132, respectively, compared to $37,612
and $115,389, respectively, for the same periods in 1994. The decrease for the
three-month period is primarily due to lower accruals for legal expenses made
during the third quarter of 1995 than the same period in 1994. The increase
during the nine-month period is primarily due to an over-accrual for
administrative service fees made in 1993, which was recognized in 1994, and an
increase in the 1995 accrual for administrative service fees.
Assembly Square - Mall tenant sales for the eight months ended August 31, 1995
were $14,355,000, representing a 13.1% decrease from $16,511,000 for the eight
months ended August 31, 1994. Mature tenant sales for the eight months ended
August 31, 1995 were $13,081,000, approximately 13.5% below sales of
$15,119,000 for the eight months ended August 31, 1994. A mature tenant is
defined as a tenant that has been open for business and operating out of the
same store for twelve months or more. Sales results reflect intensified
competition from area retailers and lower occupancy at the property. As of
September 30, 1995, Assembly Square was 84% occupied (exclusive of anchor
tenants) compared with a 89% occupancy rate at September 30, 1994.
Cranberry Mall - Mall tenant sales for the eight months ended August 31, 1995
were $17,846,000, approximately 2.7% behind sales of $18,332,000 for the eight
months ended August 31, 1994. Mature tenant sales for the eight months ended
August 31, 1995 were $17,242,000, approximately 1% ahead of sales of
$17,081,000 for the eight months ended August 31, 1994. As of September 30,
1995 and 1994, Cranberry was 81% and 80% occupied, respectively (exclusive of
anchor and outparcel tenants).
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the three months ended September 30, 1995.
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.
SHOPCO REGIONAL MALLS, L.P.
BY: Regional Malls Inc.
General Partner
Date: November 14, 1995 BY: /s/ Paul L. Abbott
Name: Paul L. Abbott
Title: Director, President, Chief
Operating Officer and Chief
Financial Officer
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<PERIOD-END> SEP-30-1995
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