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, 1996
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 I.R.S. Employer Identification No.
of Incorporation or Organization
3 World Financial Center, 29th Floor,
New York, 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 At September 30, At December 31,
1996 1995
Assets
Real estate, at cost:
Land $ 11,329,547 $ 11,329,547
Building 69,261,581 69,255,697
Improvements 2,752,686 2,706,206
---------- ----------
83,343,814 83,291,450
Less accumulated depreciation and amortization (11,724,741) (10,129,658)
---------- ----------
71,619,073 73,161,792
Cash and cash equivalents 6,913,824 6,315,688
Construction escrows 433,637 416,568
Restricted cash 67,667 -
Accounts receivable, net of allowance
of $1,145,380 in 1996 and $797,783 in 1995 366,243 708,687
Deferred rent receivable 356,932 193,387
Deferred charges, net of accumulated amortization
of $182,586 in 1996 and $122,757 in 1995 349,784 404,321
Prepaid expenses 629,070 454,533
---------- ----------
Total Assets $ 80,736,230 $ 81,654,976
========== ==========
Liabilities, Minority Interest and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 355,541 $ 198,949
Mortgage payable 54,770,395 55,323,013
Accrued interest payable - 172,111
Due to affiliates 17,035 17,007
Security deposits payable 13,771 13,771
Deferred income 403,041 454,667
Distributions payable - 265,603
---------- ----------
Total Liabilities 55,559,783 56,445,121
---------- ----------
Minority interest (409,467) (397,677)
---------- ----------
Partners' Capital (Deficit):
General Partner (229,435) (218,681)
Limited Partners (70,250 limited
partnership units authorized issued
and outstanding) 25,815,349 25,826,213
---------- ----------
Total Partners' Capital 25,585,914 25,607,532
---------- ----------
Total Liabilities, Minority Interest
and Partners' Capital $ 80,736,230 $ 81,654,976
========== ==========
Consolidated Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1996
Limited General
Partners Partner Total
---------- -------- ----------
Balance at December 31, 1995 $25,826,213 $(218,681) $25,607,532
Net loss (10,864) (110) (10,974)
Distributions - (10,644) (10,644)
---------- -------- ----------
Balance at September 30, 1996 $25,815,349 $(229,435) $25,585,914
========== ======== ==========
Consolidated statements of Operations
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Income --------- --------- --------- ---------
Rental income $1,966,224 $2,004,922 $6,061,849 $ 6,068,609
Escalation income 976,806 1,154,925 3,246,872 3,935,394
Interest income 101,290 114,179 297,441 297,767
Miscellaneous income 21,302 114,689 105,980 216,365
--------- --------- --------- ----------
Total Income 3,065,622 3,388,715 9,712,142 10,518,135
Expenses
Interest expense $1,069,332 $1,083,128 $3,218,596 $ 3,259,269
Property operating expenses 1,197,945 1,202,967 3,521,446 3,666,438
Depreciation and amortization 550,434 644,741 1,654,912 1,922,335
Real estate taxes 392,991 372,946 1,138,001 1,067,787
General and administrative 55,708 32,152 190,190 153,132
--------- --------- --------- ----------
Total Expenses 3,266,410 3,335,934 9,723,145 10,068,961
Income (Loss) before
minority interest (200,788) 52,781 (11,003) 449,174
Minority interest 4,093 (537) 29 (5,696)
--------- --------- --------- ---------
Net Income(Loss) $ (196,695) $ 52,244 $ (10,974) $ 443,478
========= ========= ========= =========
Net Income (Loss) Allocated:
To the General Partner $ (1,967) $ 523 $ (110) $ 4,435
To the Limited Partners (194,728) 51,721 (10,864) 439,043
--------- --------- --------- ---------
$ (196,695) $ 52,244 $ (10,974) $ 443,478
========= ========= ========= =========
Per limited partnership unit
(70,250 outstanding) $(2.77) $.74 $(.15) $6.25
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1996 1995
Cash Flows From Operating Activities: --------- ---------
Net income (loss) $ (10,974) $ 443,478
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Minority interest (29) 5,696
Depreciation and amortization 1,654,912 1,922,335
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Restricted cash (67,667) -
Accounts receivable 342,444 353,770
Deferred rent receivable (163,545) (53,501)
Deferred charges (5,292) -
Prepaid expenses (174,537) (189,749)
Accounts payable and accrued expenses 156,592 177,569
Accrued interest payable (172,111) -
Due to affiliates 28 1,928
Deferred income (51,626) (31,402)
--------- ---------
Net cash provided by operating activities 1,508,195 2,630,124
Cash Flows From Investing Activities:
Additions to real estate (52,364) (628,070)
Construction escrows (17,069) (21,469)
--------- ---------
Net cash used for investing activities (69,433) (649,539)
Cash Flows From Financing Activities:
Payment of mortgage principal (552,618) (458,563)
Distributions paid - minority interest (11,761) (12,446)
Distributions paid - general partner (10,644) -
Distributions paid - limited partners (265,603) (522,544)
--------- ---------
Net cash used for financing activities (840,626) (993,553)
--------- ---------
Net increase in cash and cash equivalents 598,136 987,032
Cash and cash equivalents, beginning of period 6,315,688 5,514,426
--------- ---------
Cash and cash equivalents, end of period $6,913,824 $6,501,458
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $3,390,707 $3,259,269
========= =========
Notes to the Consolidated Financial Statements
The unaudited consolidated interim financial statements should be read in
conjunction with the Partnership's annual 1995 audited consolidated financial
statements within Form 10-K.
The unaudited consolidated interim 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, 1996 and the results of operations
and cash flows for the nine months ended September 30, 1996 and 1995 and the
consolidated statement of partner's capital (deficit) for the nine months ended
September 30, 1996. Results of operations for the period are not necessarily
indicative of the results to be expected for the full year.
The following significant event has occurred subsequent to fiscal year 1995
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5).
Assembly Square Mortgage
On October 15, 1996, Shopco Malls L.P. (the "Owner Partnership") received
notice of default from Aetna Life Insurance Company (the "Lender") due to the
Owner Partnership's failure to escrow sufficient amounts for real estate taxes
with the Lender as required under the Mortgage and Security Agreement (the
"Mortgage") secured by Assembly Square (the "Property"). On account of such
Default, and allegedly pursuant to its rights and remedies under the Mortgage,
the Lender declared the entire outstanding Mortgage loan balance (as such term
is defined in the Mortgage) immediately due and payable, without any further
presentment, demand or notice. As of September 30, 1996, the Owner Partnership
had funded $67,667 to the Lender towards the real estate tax escrow held by the
Lender and is reflected as "Restricted Cash" on the Partnership's balance
sheet.
On November 6, 1996, the Owner Partnership received notice of default from the
Lender for failing to permit the lender to enter the Property for the purpose
of conducting environmental testing and for failure to pay the November 1, 1996
monthly installment of principal and interest to the Lender.
On November 8, 1996, the Lender filed a verified complaint for injunctive
relief in the Middlesex County Superior Court of Massachusetts against the
Owner Partnership seeking an order requiring the Owner Partnership to allow the
Lender to enter and perform environmental testing on the Property. A
preliminary injunction hearing was held on November 13, 1996, however, the
judge deferred making a decision on the complaint.
Part 1, Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
- - -------------------------------
At September 30, 1996, the Partnership had cash and cash equivalents totaling
$6,913,824, compared with $6,315,688 at December 31, 1995. The increase is
primarily due to net cash provided by operating activities exceeding net cash
used for investing activities, principal payments made on the Assembly mortgage
note and cash distributions.
On October 15, 1996, Shopco Malls L.P. (the "Owner Partnership") received
notice of default from Aetna Life Insurance Company (the "Lender") due to the
Owner Partnership's failure to escrow sufficient amounts for real estate taxes
with the Lender as required under the Mortgage and Security Agreement (the
"Mortgage") secured by Assembly Square. On account of such Default, and
allegedly pursuant to its rights and remedies under the Mortgage, the Lender
declared the entire outstanding Mortgage loan balance (as such term is defined
in the Mortgage) immediately due and payable, without any further presentment,
demand or notice. As of September 30, 1996, the Owner Partnership had funded
$67,667 towards the real estate tax escrow with the Lender. This amount is
reflected as "Restricted Cash" on the Partnership's balance sheet.
The General Partner has attempted to engage the mortgage lender in discussions
regarding a modification of the debt. At the same, the General Partner has
been investigating various alternatives to improve cash flow at Assembly
Square. Among the strategies being investigated is the possibility of entering
into a joint venture with a partner who would contribute new equity to a
redevelopment of Assembly Square. To date, the lender has not responded
positively to any of the Partnership's attempts to restructure the Assembly
Note.
Due to the acceleration of the Assembly Note, debt service due November 1, 1996
was not paid to the lender. The General Partner is continuing to investigate
alternatives and negotiate a work- out agreement with the lender. However,
there can be no assurance that an agreement will be reached or that the
property cash flow can be enhanced in order to meet Assembly's debt service
obligations. Failure to reach an agreement with the lender could lead to a
foreclosure of the property, although the General Partner is evaluating all
appropriate actions which could, but not necessarily, include seeking
protection under the bankruptcy code.
Accounts receivable decreased from $708,687 at December 31, 1995 to $366,243 at
September 30, 1996 primarily due to the collection of real estate tax
reimbursements from tenants at both Assembly Square and Cranberry Mall in 1996
and increases in the allowance for doubtful accounts with respect to several
tenants at Assembly Square.
Deferred rent receivable increased from $193,387 at December 31, 1995 to
$356,932 at September 30, 1996. Deferred rent receivable represents rental
income which is recognized on a straight-line basis over the lease terms which
will not be received until later periods. The increase is due to additional
tenant income added to deferred rent receivable.
Prepaid expenses increased from $454,533 at December 31, 1995 to $629,070 at
September 30, 1996. The increase is primarily due to nine months of real
estate taxes for Cranberry Mall prepaid at September 30, 1996 compared to six
months of real estate taxes prepaid at December 31, 1995.
Accounts payable and accrued expenses increased from $198,949 at December 31,
1995 to $355,541 at September 30, 1996 primarily due to the accrual for 1996
third quarter real estate taxes for Assembly Square.
Accrued interest payable decreased from $172,111 at December 31, 1995 to $0 at
September 30, 1996 due to the payment of the December 1995 Assembly Square
mortgage payment in January 1996.
Distributions payable decreased from $265,603 at December 31, 1995, which
represented an accrual for the Partnership's 1995 fourth quarter cash
distribution which was paid on February 9, 1996 in the amount of $3.78 per
Limited Partnership Unit, to $0 at September 30, 1996. The General Partner
suspended cash distributions to the limited partners beginning with the first
quarter of 1996 in an effort to facilitate payment of the Partnership's debt
and other property obligations.
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.
Bankruptcy Code.
Tenant Square Footage Leased Open/Closed
-------------------------------------------------------
Marianne 6,630 Open
Marianne Plus 6,375 Open
G & G 1,474 Open
Bakers 2,214 Open
Jeans West 1,620 Open
Coda 2,139 Open
These tenants occupy 20,452 square feet, or approximately 13% 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. 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. Certain of these tenants have requested rent relief.
On September 18, 1995, Caldor, an anchor tenant at Cranberry Mall, filed for
protection under the U.S. 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, although Caldor could affirm or reject its lease
prior to filing a plan. At Caldor's request, Caldor and the Partnership
negotiated an agreement that provided Caldor with rent relief over the next
five years. As of September 30, 1996, one other tenant at Cranberry Mall,
occupying 1,348 square feet, had filed for bankruptcy protection.
Results of Operations
- - ---------------------
For the three and nine months ended September 30, 1996, the Partnership
generated net losses of $196,695 and $10,974 compared to net income of $52,244
and $443,478 for the corresponding periods in 1995. The change from net income
to net loss is primarily due to decreases in all income categories and
increases in real estate taxes and general and administrative expenses.
Escalation income, which represents billings to tenants for their proportional
share of common area maintenance, operating and real estate tax expenses,
totaled $976,806 and $3,246,872 for the three and nine months ended September
30, 1996 compared to $1,154,925 and $3,935,394 during the same periods in 1995.
The decrease in escalation income is primarily due to a lower anticipated
recovery rate from the Assembly Square tenants for operating expenses during
the 1996 periods as a result of a decline in occupancy.
The decrease in miscellaneous income for the three and nine months ended
September 30, 1996 compared to the same periods in 1995 is primarily due to a
tenant lease buyout of $51,044 during the third quarter of 1995.
Depreciation and amortization for the three and nine months ended September 30,
1996 totaled $550,434 and $1,654,912 compared to $644,741 and $1,922,335 during
the same periods in 1995. The decrease is primarily due to the write-down of
the carrying value of Assembly Square to its estimated fair market value at
December 31, 1995.
General and administrative expenses totaled $55,708 and $190,190 for the three
and nine months ended September 30, 1996 compared to $32,152 and $153,132 for
the same periods in 1995. The increases in both periods are primarily due to
an increase in Partnership administrative expenses and consulting fees related
to Assembly Square.
Assembly Square - Mall tenant sales (exclusive of anchor tenants) for the eight
months ended August 31, 1996 and 1995 totaled $11,902,000 and $14,358,000,
respectively, representing a 17% decrease. Mature tenant sales (exclusive on
anchor tenants) for the eight months ended August 31, 1996 and 1995 totaled
$10,369,000 and $10,903,000, respectively, representing a 5% decrease. 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. The General Partner
attributes the decrease in sales to a decline in consumer spending on
softgoods, particularly apparel, a trend experienced by retailers across the
country, especially in the Northeast region, and increased competition in the
trade area. In addition, sales results reflect lower occupancy at the
property. As of September 30, 1996, Assembly Square was 72% occupied
(exclusive of anchor tenants) compared with a 84% occupancy rate at September
30, 1995.
Cranberry Mall - Mall tenant sales (exclusive of anchor tenants) for the eight
months ended August 31, 1996 and 1995 totaled $19,840,000 and $19,288,000,
respectively, representing a 3% increase. Mature tenant sales (exclusive of
anchor tenants) for the eight months ended August 31, 1996 and 1995 totaled
$17,697,000 and $17,984,000, respectively, representing a 2% decrease. As of
September 30, 1996 and 1995, Cranberry was 83% and 81% occupied, respectively
(exclusive of anchor and outparcel tenants).
Part II Other Information
Item 1 Legal Proceedings.
On November 8, 1996, the Assembly Square mortgage
Lender filed a verified complaint for injunctive relief
in the Middlesex County Superior Court of Massachusetts
against the Owner Partnership seeking an order
requiring the Owner Partnership to allow the Lender to
enter and perform environmental testing on the
Property. A preliminary injunction hearing was held on
November 13, 1996, however, the judge deferred a
decision on the complaint.
Items 2-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - On October 15, 1996,
Shopco Malls L.P. (the "Owner Partnership") received
notice of default from Aetna Life Insurance Company
(the "Lender") due to the Owner Partnership's
failure to escrow sufficient amounts for real estate
taxes with the Lender as required under the Mortgage
and Security Agreement (the "Mortgage") secured by
Assembly Square. On account of such Default, and
allegedly pursuant to its rights and remedies under
the Mortgage, the Lender declared the entire
outstanding Mortgage loan balance (as such term is
defined in the Mortgage) immediately due and
payable, without further presentment, demand or
notice. The Partnership filed a form 8-K disclosing
this on October 23, 1996.
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, 1996 BY: /s/ Paul L. Abbott
Director and Chief
Executive Officer
Date: November 14, 1996 BY: /s/ Robert J. Hellman
President
Date: November 14, 1996 BY: /s/ Joan Berkowitz
Vice President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Sep-30-1996
<CASH> 7,415,128
<SECURITIES> 000
<RECEIVABLES> 1,511,623
<ALLOWANCES> 1,145,380
<INVENTORY> 000
<CURRENT-ASSETS> 1,335,786
<PP&E> 83,343,814
<DEPRECIATION> 11,724,741
<TOTAL-ASSETS> 80,736,230
<CURRENT-LIABILITIES> 789,388
<BONDS> 54,770,395
<COMMON> 000
000
000
<OTHER-SE> 25,585,914
<TOTAL-LIABILITY-AND-EQUITY> 80,736,230
<SALES> 6,061,849
<TOTAL-REVENUES> 9,712,142
<CGS> 000
<TOTAL-COSTS> 4,659,447
<OTHER-EXPENSES> 1,845,102
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 3,218,596
<INCOME-PRETAX> (10,974)
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (10,974)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
