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 March 31, 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 March 31, 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 (11,890,869) (11,512,517)
47,819,116 48,197,468
Cash and cash equivalents 9,109,446 8,318,465
Construction escrow 442,346 437,346
Accounts receivable, net of allowance
of $181,729 in 1997 and $160,393
in 1996 328,620 306,352
Deferred rent receivable 359,680 322,799
Deferred charges, net of
accumulated amortization
of $54,502 in 1997 and $46,055
in 1996 283,237 291,684
Prepaid expenses 206,627 391,501
Total Assets $ 58,549,072 $ 58,265,615
Liabilities, Minority Interest
and Partners' Capital
Liabilities:
Accounts payable and accrued
expenses $ 119,055 $ 108,210
Mortgages payable 31,025,000 31,025,000
Due to affiliates 37,020 531
Security deposits payable 4,771 4,771
Deferred income 387,923 439,166
Total Liabilities 31,573,769 31,577,678
Minority interest 89,679 83,185
Partners' Capital:
General Partner 87,398 84,589
Limited Partners (70,250 limited
partnership units authorized issued
and outstanding) 26,798,226 26,520,163
Total Partners' Capital 26,885,624 26,604,752
Total Liabilities, Minority
Interest and Partners' Capital $ 58,549,072 $58,265,615
Consolidated Statement of Partners' Capital
For the three months ended March 31, 1997
Limited General
Partners Partner Total
Balance at December 31, 1996 $ 26,520,163 $ 84,589 $ 26,604,752
Net income 278,063 2,809 280,872
Balance at March 31, 1997 $ 26,798,226 $ 87,398 $ 26,885,624
Consolidated Statements of Operations
For the three months ended March 31, 1997 1996
Income
Rental income $ 1,218,596 $ 2,046,702
Escalation income 677,741 1,340,393
Interest income 112,717 96,108
Miscellaneous income 13,458 31,723
Total Income 2,022,512 3,514,926
Expenses
Interest expense 562,328 1,076,375
Property operating expenses 481,235 1,211,237
Depreciation and amortization 386,799 554,817
Real estate taxes 179,440 372,790
General and administrative 125,344 67,433
Total Expenses 1,735,146 3,282,652
Income before minority interest 287,366 232,274
Minority interest (6,494) (4,781)
Net Income $ 280,872 $ 227,493
Net Income Allocated:
To the General Partner $ 2,809 $ 2,275
To the Limited Partners 278,063 225,218
$ 280,872 $ 227,493
Per limited partnership unit
(70,250 outstanding) $ 3.96 $ 3.21
Consolidated Statements of Cash Flows
For the three months ended March 31, 1997 1996
Cash Flows From Operating Activities:
Net income $ 280,872 $ 227,493
Adjustments to reconcile net income
to net cash provided by operating
activities:
Minority interest 6,494 4,781
Depreciation and amortization 386,799 554,817
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Accounts receivable (22,268) 92,231
Deferred rent receivable (36,881) (47,305)
Deferred charges -- (5,292)
Prepaid expenses 184,874 190,258
Accounts payable and accrued expenses 10,845 211,505
Accrued interest payable -- (172,111)
Due to affiliates 36,489 354
Deferred income (51,243) (146,348)
Net cash provided by operating activities 795,981 910,383
Cash Flows From Investing Activities:
Additions to real estate -- (17,291)
Construction escrow (5,000) (6,500)
Net cash used for investing activities (5,000) (23,791)
Cash Flows From Financing Activities:
Payment of mortgage principal -- (216,378)
Distributions paid - minority interest -- (11,543)
Distributions paid - limited partners -- (265,603)
Net cash used for financing activities -- (493,524)
Net increase in cash and cash equivalents 790,981 393,068
Cash and cash equivalents,
beginning of period 8,318,465 6,315,688
Cash and cash equivalents,
end of period $ 9,109,446 $ 6,708,756
Supplemental Disclosure of Cash
Flow Information:
Cash paid during the period for interest $ 562,328 $ 1,248,486
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 March 31, 1997 and the
results of operations and cash flows for the three months ended March 31, 1997
and 1996 and the consolidated statement of partners' capital for the three
months ended March 31, 1997. Results of operations for the period are not
necessarily indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
The following significant event has occurred subsequent to fiscal year 1996,
which requires 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.
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 submitted to
the lender for its approval 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. As of March 31, 1997, two other tenants at Cranberry Mall,
occupying 4,693 square feet, had filed for bankruptcy protection.
At March 31, 1997, the Partnership had cash and cash equivalents totaling
$9,109,446, compared with $8,318,465 at December 31, 1996. The increase is
primarily due to net cash provided by operating activities exceeding net cash
used for investing activities and financing activities.
Prepaid expenses decreased from $391,501 at December 31, 1996 to $206,627 at
March 31, 1997. The balance at March 31, 1997 reflects one quarter of prepaid
real estate taxes while the balance at December 31, 1996 represents two
quarters of prepaid real estate taxes.
Due to affiliates increased from $531 at December 31, 1996 to $37,020 at March
31, 1997 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.
Results of Operations
For the three months ended March 31, 1997, the Partnership generated net income
of $280,872 compared to $227,493 during the same period in 1996. The increase
in net income reflects the absence of activity from Assembly Square in 1997,
which operated at a net loss during the 1996 period, due to the foreclosure
sale of Assembly Square in December 1996.
As a result of the foreclosure sale of Assembly Square, the following income
and expense categories decreased for the three month period ended March 31,
1997 in comparison to the same period in 1996: rental income; escalation
income; interest expense; property operating expense; depreciation and
amortization; and real estate taxes.
Interest income increased for the three months ended March 31, 1997 in
comparison to the same period in 1996 due to the Partnership maintaining higher
average cash balances during the 1997 period.
General and administrative expenses for the three months ended March 31, 1997
were $125,344, compared to $67,433 for the same period in 1996. During the
1997 period, 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 two months ended February 28, 1997
were $3,677,800, approximately 7% ahead of sales of $3,433,600 for the two
months ended February 29, 1996. Mature tenant sales for the two months February
28, 1997 were $3,401,900, approximately 6% ahead of sales of $3,197,300 for the
two months ended February 29, 1996. As of March 31, 1997 and 1996, Cranberry
was 82% and 83% 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 - On January 3, 1997, the Partnership filed
a Form 8-K disclosing that Aetna had obtained title to Assembly
Square pursuant to a foreclosure sale on December 20, 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: May 14, 1997 BY: /s/ Paul L. Abbott
Paul L. Abbott
Director and Chief Executive Officer
Date: May 14, 1997 BY: /s/ Robert J. Hellman
Robert J. Hellman
President
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<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 9,551,792
<SECURITIES> 000
<RECEIVABLES> 870,029
<ALLOWANCES> 181,729
<INVENTORY> 000
<CURRENT-ASSETS> 489,864
<PP&E> 59,709,985
<DEPRECIATION> 11,890,869
<TOTAL-ASSETS> 58,549,072
<CURRENT-LIABILITIES> 548,769
<BONDS> 31,025,000
<COMMON> 000
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000
<OTHER-SE> 26,885,624
<TOTAL-LIABILITY-AND-EQUITY> 58,549,072
<SALES> 1,218,596
<TOTAL-REVENUES> 2,022,512
<CGS> 000
<TOTAL-COSTS> 660,675
<OTHER-EXPENSES> 512,143
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 562,328
<INCOME-PRETAX> 280,872
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 280,872
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<EPS-DILUTED> 3.96
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