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 June 30, 1997
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 Identification No.
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 June 30, At December 31,
1997 1996
Assets
Real estate, at cost:
Land $ 6,442,555 $ 6,442,555
Building 51,207,886 51,207,886
Improvements 2,059,544 2,059,544
59,709,985 59,709,985
Less accumulated depreciation
and amortization (12,269,221) (11,512,517)
47,440,764 48,197,468
Cash and cash equivalents 9,501,936 8,318,465
Construction escrows 447,346 437,346
Accounts receivable, net
of allowance of $226,254 in 1997
and $160,393 in 1996 319,470 306,352
Deferred rent receivable 394,603 322,799
Deferred charges, net of
accumulated amortization
of $62,940 in 1997 and
$46,055 in 1996 274,800 291,684
Prepaid expenses 83,099 391,501
Total Assets $ 58,462,018 $ 58,265,615
Liabilities, Minority Interest
and Partners' Capital
Liabilities:
Accounts payable and
accrued expenses $ 173,348 $ 108,210
Mortgage payable 31,025,000 31,025,000
Due to affiliates 186 531
Security deposits payable 4,771 4,771
Deferred income 324,537 439,166
Other liabilities 900,000 --
Total Liabilities 32,427,842 31,577,678
Minority interest 89,242 83,185
Partners' Capital:
General Partner 77,991 84,589
Limited Partners(70,250 limited
partnership units authorized
issued and outstanding) 25,866,943 26,520,163
Total Partners' Capital 25,944,934 26,604,752
Total Liabilities,
Minority Interest
and Partners' Capital $ 58,462,018 $ 58,265,615
Consolidated Statement of Partners' Capital
For the six months ended June 30, 1997 Limited General
Partners Partner Total
Balance at December 31, 1996 $ 26,520,163 $ 84,589 $ 26,604,752
Net loss (653,220) (6,598) (659,818)
Balance at June 30, 1997 $ 25,866,943 $ 77,991 $ 25,944,934
Consolidated statements of Operations
Three months ended June 30, Six months ended June 30,
1997 1996 1997 1996
Income
Rental income $ 1,203,784 $ 2,048,923 $ 2,422,380 $ 4,095,625
Escalation income 664,919 929,673 1,342,660 2,270,066
Interest income 120,268 100,043 232,985 196,151
Miscellaneous income 16,613 52,955 30,071 84,678
Total Income 2,005,584 3,131,594 4,028,096 6,646,520
Expenses
Interest expense 562,328 1,072,889 1,124,656 2,149,264
Property operating
expenses 813,434 1,112,264 1,294,669 2,323,501
Depreciation and
amortization 386,789 549,661 773,588 1,104,478
Real estate taxes 179,440 372,220 358,880 745,010
General and administrative 104,720 67,049 230,064 134,482
Environmental remediation
and settlement costs 900,000 -- 900,000 --
Total Expenses 2,946,711 3,174,083 4,681,857 6,456,735
Income before
minority interest (941,127) (42,489) (653,761) 189,785
Minority interest 437 717 (6,057) (4,064)
Net Income(Loss) $(940,690) $ (41,772) $ (659,818) $ 185,721
Net Income (Loss)
Allocated:
To the General Partner $ (9,407) $ (418) $ (6,598) $ 1,857
To the Limited Partners (931,283) (41,354) (653,220) 183,864
$(940,690) $ (41,772) $ (659,818) $ 185,721
Per limited
partnership unit
(70,250 outstanding) $ (13.26) $ (.59) $ (9.30) $ 2.62
Consolidated Statements of Cash Flows
For the six months ended June 30, 1997 1996
Cash Flows From Operating Activities:
Net income $ (659,818) $ 185,721
Adjustments to reconcile net
income to net cash provided
by operating activities:
Minority interest 6,057 4,064
Depreciation and amortization 773,588 1,104,478
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Accounts receivable (13,118) 339,483
Deferred rent receivable (71,804) (90,963)
Deferred charges -- (5,292)
Prepaid expenses 308,402 378,496
Accounts payable and accrued expenses 65,138 360,113
Other liabilities 900,000 --
Accrued interest payable -- (172,111)
Due to affiliates (345) (1,624)
Deferred income (114,629) (128,105)
Net cash provided by operating activities 1,193,471 1,974,260
Cash Flows From Investing Activities:
Additions to real estate -- (27,287)
Construction escrows (10,000) (11,069)
Net cash used for investing activities (10,000) (38,356)
Cash Flows From Financing Activities:
Payment of mortgage principal -- (382,719)
Distributions paid - minority interest -- (11,761)
Distributions paid - general partner -- (10,644)
Distributions paid - limited partners -- (265,603)
Net cash used for financing activities -- (670,727)
Net increase in cash and cash equivalents 1,183,471 1,265,177
Cash and cash equivalents,
beginning of period 8,318,465 6,315,688
Cash and cash equivalents,
end of period $ 9,501,936 $ 7,580,865
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the period for interest $ 1,124,656 $ 2,321,375
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1996 audited consolidated financial
statements within Form 10-K.
The unaudited interim consolidated financial statements include all normal and
reoccurring adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of June 30, 1997 and the
results of operations for the three and six months ended June 30, 1997 and
1996, cash flows for the six months ended June 30, 1997 and 1996 and the
consolidated statement of partners' capital for the six months ended June 30,
1997. Results of operations for the period are not necessarily indicative of
the results to be expected for the full year.
Reclassification Certain prior year amounts have been reclassified to conform
to the current year's presentation.
The following significant events have occurred subsequent to fiscal year 1996,
which require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5):
Effective as of January 1, 1997, the Partnership began reimbursing certain
expenses incurred by the General Partner and its affiliates in servicing the
Partnership to the extent permitted by the partnership agreement. In prior
years, affiliates of the General Partner had voluntarily absorbed these
expenses.
On May 1, 1997, Insignia Retail Group ("Insignia") was installed as the new
property manager for Cranberry Mall replacing Shopco Management Corporation, an
affiliate of the Owner Partnership. Insignia will receive an annual fee equal
to 4% of the gross rents collected from Cranberry Mall. The agreement expires
on April 30, 1998 and can be renewed annually for a one-year term.
On July 7, 1997, Montgomery Ward, an anchor tenant at Cranberry Mall, the
Partnership's remaining property, filed for protection under Chapter 11 of the
Bankruptcy Code. The Partnership has not received any notification from
Montgomery Ward of its intentions regarding its lease at Cranberry Mall.
Following the foreclosure on the mortgage of Assembly Square Mall ("Assembly")
by Aetna Life Insurance Company ("Aetna") in December 1996, Aetna advised the
Partnership it would pursue claims arising out of its mortgage and security
agreement. In August 1997, the Partnership and Aetna expect to enter into a
Settlement Agreement ("Agreement") whereby the partnership will pay $400,000 to
Aetna for a complete release under the loan covenants. The release will
exclude environmental claims already made by Aetna regarding existing
environmental conditions and environmental claims which could arise in the
future because of existing conditions. The Partnership will separately fund
approximately $500,000 to pay for work performed or now underway to address
environmental conditions at the Assembly Square property. Aetna will release
current environmental claims in return for that payment. Accordingly, the
Partnership has accrued costs of $900,000, reflected in the consolidated
statements of operations as environmental remediation and settlement costs, as
of June 30, 1997. The Partnership has no information suggesting the likelihood
or amount of future environmental claims which could arise in connection with
current conditions at the Assembly Square property.
Part 1, Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Partnership is the general partner of Shopco Malls L.P. (the "Owner
Partnership"), a Delaware limited partnership that previously owned two
enclosed regional malls, The Mall at Assembly Square ("Assembly Square")
located in Somerville, MA, and Cranberry Mall, located in Westminster, MD. On
December 20, 1996, the Owner Partnership transferred title of Assembly Square
to the holder of the mortgage secured by Assembly Square (the "Assembly Note")
pursuant to a foreclosure sale. As a result of the foreclosure sale, the Owner
Partnership's mortgage obligation under the Assembly Note was satisfied. While
the Assembly Note is generally a non-recourse obligation, certain exceptions
exist. There can be no assurance that the Partnership would not be liable
under those exceptions. Reference is made to the Partnership's 1996 annual
report on Form 10-K as filed with the Securities and Exchange Commission for
discussions on the foreclosure of Assembly Square. As of January 1, 1997, the
Owner Partnership owned only Cranberry Mall.
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 the Mall itself, although Caldor could affirm or reject its lease prior to
filing a plan. At Caldor's request, and in recognition of Caldor's financial
condition, Caldor and the Partnership negotiated an agreement that provided
Caldor with rent relief over the next five years. Pursuant to the terms of the
mortgage loan secured by Cranberry Mall, the Owner Partnership has obtained the
lender's approval of the agreement with Caldor. The material terms of this
agreement reduce Caldor's rent from the original lease terms at the Mall by
$175,000 in the first year and by $125,000 in each of the four successive
years, after which the rent returns to the original amount indicated in
Caldor's lease.
On July 7, 1997, Montgomery Ward, an anchor tenant at Cranberry Mall, filed for
protection under Chapter 11 of the Bankruptcy Code. The Partnership has not
received any notification from Montgomery Ward of its intentions regarding its
lease at Cranberry Mall. As of June 30, 1997, two other tenants at Cranberry
Mall, occupying 4,693 square feet, had filed for bankruptcy protection.
Following the foreclosure on the mortgage of Assembly Square Mall ("Assembly")
by Aetna Life Insurance Company ("Aetna") in December 1996, Aetna advised the
Partnership it would pursue claims arising out of its mortgage and security
agreement. In August 1997, the Partnership and Aetna expect to enter into a
Settlement Agreement ("Agreement") whereby the partnership will pay $400,000 to
Aetna for a complete release under the loan covenants. The release will
exclude environmental claims already made by Aetna regarding existing
environmental conditions and environmental claims which could arise in the
future because of existing conditions. The Partnership will separately fund
approximately $500,000 to pay for work performed or now underway to address
environmental conditions at the Assembly Square property. Aetna will release
current environmental claims in return for that payment. Accordingly, the
Partnership has accrued costs of $900,000, reflected in the consolidated
statements of operations as environmental remediation and settlement costs, as
of June 30, 1997. The Partnership has no information suggesting the likelihood
or amount of future environmental claims which could arise in connection with
current conditions at the Assembly Square property.
At June 30, 1997, the Partnership had cash and cash equivalents totaling
$9,501,936, compared with $8,318,465 at December 31, 1996. The increase is
primarily due to net cash provided by operating activities.
Prepaid expenses decreased from $391,501 at December 31, 1996 to $83,099 at
June 30, 1997. The balance at June 30, 1997 reflects eleven months of prepaid
insurance while the balance at December 31, 1996 represents six months of
prepaid real estate taxes.
Accounts payable and accrued expenses increased from $108,210 at December 31,
1996 to $173,348 at June 30, 1997. The increase is primarily due to a change
in the billing method for reimbursable expenses incurred by an affiliate of the
General Partner. Please refer to the Notes to the Consolidated Financial
Statements.
Deferred income decreased from $439,166 at December 31, 1996 to $324,537 at
June 30, 1997 reflecting the recognition of billings to tenants for their share
of real estate taxes.
Results of Operations
For the three and six months ended June 30, 1997, the Partnership generated net
losses of $940,690 and $659,818, respectively, compared to a net loss of
$41,772 and net income of $185,721, respectively, for the same periods in 1996.
The higher net loss for the three-month period as well as the change from net
income to net loss for the six-month period primarily reflects the costs
associated with the Settlement Agreement reached with Aetna in August 1997 and
environmental remediation which together are expected to cost approximately
$900,000.
As a result of the foreclosure sale of Assembly Square, the following income
and expense categories decreased for the three and six month periods ended June
30, 1997 in comparison to the same periods in 1996: rental income; escalation
income; miscellaneous income; interest expense; property operating expense;
depreciation and amortization; and real estate taxes.
Interest income increased for the three and six months ended June 30, 1997 in
comparison to the same periods in 1996 due to the Partnership maintaining
higher average cash balances during the 1997 periods.
General and administrative expenses for the three and six months ended June 30,
1997 were $104,720 and $230,064, respectively, compared to $67,049 and $134,482
for the same periods in 1996. During the 1997 periods, certain expenses
incurred by the General Partner, its affiliates, and an unaffiliated third
party service provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of the General Partner in prior periods, were reimbursed
to the General Partner and its affiliates.
Cranberry Mall - Mall tenant sales for the four months ended April 30, 1997
were $9,956,000, approximately 4% ahead of sales of $9,579,000 for the four
months ended April 30, 1996. Mature tenant sales for the four months April 30,
1997 were $9,339,000, approximately 4% ahead of sales of $8,954,000 for the
four months ended April 30, 1996. As of June 30, 1997 and 1996, Cranberry was
86% and 82% 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 - The following report on Form 8-K was filed
during the quarter ended June 30, 1997.
On August 1, 1997, the Partnership filed current report on Form
8-K reporting that on July 7, 1997, Montgomery Ward, an anchor
tenant at Cranberry Mall, the Partnership's remaining property,
filed for protection under Chapter 11 of the Bankruptcy Code.
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: August 14, 1997 BY: /s/ Paul L. Abbott
Paul L. Abbott
Director and Chief Executive Officer
Date: August 14, 1997 BY: /s/ Robert J. Hellman
Robert J. Hellman
President
Date: August 14, 1997 BY: /s/ Joan Berkowitz
Joan Berkowitz
Vice President and Chief Financial Officer
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<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Jun-30-1997
<CASH> 9,501,936
<SECURITIES> 000
<RECEIVABLES> 940,327
<ALLOWANCES> 226,254
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<PP&E> 59,709,985
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