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, 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
State or Other Jurisdiction of 13-3217028
Incorporation or Organization I.R.S. Employer Identification No.
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,
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 (12,647,573) (11,512,517)
47,062,412 48,197,468
Cash and cash equivalents 8,790,891 8,318,465
Construction escrows 452,346 437,346
Accounts receivable, net of allowance
of $251,737 in 1997 and $160,393 in 1996 347,654 306,352
Deferred rent receivable 427,178 322,799
Deferred charges, net of accumulated
amortization of $71,233 in 1997 and
$46,055 in 1996 266,506 291,684
Prepaid expenses 632,273 391,501
Total Assets $57,979,260 $58,265,615
Liabilities, Minority Interest and
Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 155,022 $ 108,210
Mortgage payable 31,025,000 31,025,000
Due to affiliates 322 531
Security deposits payable 4,771 4,771
Deferred income 376,857 439,166
Other liabilities 340,621 _
Total Liabilities 31,902,593 31,577,678
Minority interest 90,847 83,185
Partners' Capital:
General Partner 78,400 84,589
Limited Partners (70,250 limited
partnership units authorized issued
and outstanding) 25,907,420 26,520,163
Total Partners' Capital 25,985,820 26,604,752
Total Liabilities, Minority
Interest and Partners' Capital $57,979,260 $58,265,615
Consolidated Statement of Partners' Capital
For the nine months ended September 30, 1997
General Limited
Partner Partners Total
Balance at December 31, 1996 $ 84,589 $ 26,520,163 $ 26,604,752
Net loss (6,189) (612,743) (618,932)
Balance at September 30, 1997 $ 78,400 $ 25,907,420 $ 25,985,820
Consolidated Statements of Operations
Three months ended Nine months ended
September 30 September 30,
1997 1996 1997 1996
Income
Rental income $ 1,158,829 $ 1,966,224 $ 3,581,209 $ 6,061,849
Escalation income 683,867 976,806 2,026,527 3,246,872
Interest income 132,335 101,290 365,320 297,441
Miscellaneous income 42,008 21,302 72,079 105,980
Total Income 2,017,039 3,065,622 6,045,135 9,712,142
Expenses
Interest expense 562,328 1,069,332 1,686,984 3,218,596
Property operating expenses 710,911 1,197,945 2,005,580 3,521,446
Depreciation and amortization 386,646 550,434 1,160,234 1,654,912
Real estate taxes 186,569 392,991 545,449 1,138,001
General and administrative 128,094 55,708 358,158 190,190
Environmental remediation and
settlement costs _ _ 900,000 _
Total Expenses 1,974,548 3,266,410 6,656,405 9,723,145
Income before minority
interest (42,491) (200,788) (611,270) (11,003)
Minority interest 1,605 4,093 (7,662) 29
Net Loss $ (40,886) $ (196,695) $ (618,932) $ (10,974)
Net Loss Allocated:
To the General Partner $ (409) $ (1,967) $ (6,189) $ (110)
To the Limited Partners (40,477) (194,728) (612,743) (10,864)
$ (40,886) $ (196,695) $ (618,932) $ (10,974)
Per limited partnership unit
(70,250 outstanding) $(.58) $(2.77) $(8.72) $(.15)
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1997 1996
Cash Flows From Operating Activities:
Net loss $ (618,932) $ (10,974)
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 7,662 (29)
Depreciation and amortization 1,160,234 1,654,912
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Restricted Cash _ (67,667)
Accounts receivable (41,302) 342,444
Deferred rent receivable (104,379) (163,545)
Deferred charges _ (5,292)
Prepaid expenses (240,772) (174,537)
Accounts payable and accrued expenses 46,812 156,592
Other liabilities 340,621 _
Accrued interest payable _ (172,111)
Due to affiliates (209) 28
Deferred income (62,309) (51,626)
Net cash provided by operating activities 487,426 1,508,195
Cash Flows From Investing Activities:
Additions to real estate _ (52,364)
Construction escrows (15,000) (17,069)
Net cash used for investing activities (15,000) (69,433)
Cash Flows From Financing Activities:
Payment of mortgage principal _ (552,618)
Distributions paid - minority interest _ (11,761)
Distributions paid - general partner _ (10,644)
Distributions paid - limited partners _ (265,603)
Net cash used for financing activities _ (840,626)
Net increase in cash and cash equivalents 472,426 598,136
Cash and cash equivalents, beginning of period 8,318,465 6,315,688
Cash and cash equivalents, end of period $ 8,790,891 $ 6,913,824
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 1,686,984 $ 3,390,707
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 September 30, 1997 and the results of operations
for the three and nine months ended September 30, 1997 and 1996,
cash flows for the nine months ended September 30, 1997 and 1996
and the consolidated statement of partners' capital for the nine
months ended September 30, 1997. Results of operations for the
period are not necessarily indicative of the results to be
expected for the full year.
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 one-year terms.
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. On October 10, 1997, as
part of its bankruptcy reorganization process, Montgomery Ward
announced the closing of 48 stores. Although the Cranberry Mall
store was not among those scheduled to be closed, Ward may in the
future, with court approval, choose to reject or accept the terms
of its lease.
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. On
September 3, 1997, the Partnership and Aetna entered into a
Settlement Agreement whereby the Partnership paid $400,000 to
Aetna for a complete release under the loan covenants. The
release excludes 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 September 30,
1997. The Partnership has no information suggesting any
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 (see below). 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 in 1996 that
provided Caldor with rent relief over the subsequent 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, the Partnership's remaining property, filed for protection
under Chapter 11 of the Bankruptcy Code. On October 10, 1997, as
part of its bankruptcy reorganization process, Montgomery Ward
announced the closing of 48 stores. Although the Cranberry Mall
store was not among those scheduled to be closed, Ward may in the
future, with court approval, choose to reject or accept the terms
of its lease.
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. On
September 3, 1997, the Partnership and Aetna entered into a
Settlement Agreement ("Agreement") whereby the Partnership
paid $400,000 to Aetna for a complete release under the loan
covenants. The release excludes 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 September 30, 1997. The Partnership has no
information suggesting any likelihood or amount of future
environmental claims which could arise in connection with current
conditions at the Assembly Square property.
At September 30, 1997, the Partnership had cash and cash
equivalents totaling $8,790,891, compared with $8,318,465 at
December 31, 1996. The increase is primarily due to net cash
provided by operating activities.
Deferred rent receivable totaled $427,178 at September 30, 1997
compared with $322,799 at December 31, 1996. The increase
reflects rent receivable from several new tenants at the Mall
during 1997.
Prepaid expenses increased from $391,501 at December 31, 1996 to
$632,273 at September 30, 1997. The increase reflects increases
in prepaid real estate tax and insurance due to the timing of
payments.
Deferred income decreased from $439,166 at December 31, 1996 to
$376,857 at September 30, 1997 reflecting the recognition of
billings to tenants for their share of real estate taxes.
Other liabilities totaled $340,621 at September 30, 1997 compared
with $0 at December 31, 1996. The September 30, 1997 balance
relates to payments due to Aetna under the terms of the
Settlement Agreement (see "Liquidity and Capital Resources"
above).
Results of Operations
For the three and nine months ended September 30, 1997, the
Partnership generated a net losses of $40,886 and $618,932,
respectively, compared to net losses of $196,695 and $10,974 for
the respective periods in 1996. The lower net loss in the three-
month period is primarily due to the foreclosure of Assembly
Square. The higher net loss in the nine-month period primarily
reflects the costs associated with the Settlement Agreement
reached with Aetna in September 1997 and environmental
remediation costs, which together totaled $900,000.
As a result of the foreclosure sale of Assembly Square, the
following income and expense categories decreased for the three
and nine months ended September 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 nine months ended
September 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 nine months
ended September 30, 1997 were $128,094 and $358,158,
respectively, compared to $55,708 and $190,190 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. Legal expenses, primarily associated
with the Aetna Settlement Agreement and environmental claims,
were also higher.
Cranberry Mall - Mall tenant sales for the eight months ended
August 31, 1997 were $21,219,000, approximately 5% below sales of
$22,326,000 for the eight months ended August 31, 1996. Mature
tenant sales for the eight months ended August 31, 1997 were
$17,464,000, approximately 6% below sales of $18,584,000 for the
eight months ended August 31, 1996. As of September 30, 1997 and
1996, Cranberry was 84% 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 -
The following report on Form 8-K was filed during the
quarter ended September 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: November 13, 1997 BY: /s/ Robert J.Hellman
Robert J. Hellman
President
Date: November 13, 1997 BY: /s/ Joan Berkowitz
Joan Berkowitz
Vice President and Chief Financial Officer
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<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Sep-30-1997
<CASH> 8,790,891
<SECURITIES> 000
<RECEIVABLES> 452,346
<ALLOWANCES> 1,026,569
<INVENTORY> 000
<CURRENT-ASSETS> 9,770,818
<PP&E> 59,709,985
<DEPRECIATION> 12,647,573
<TOTAL-ASSETS> 57,979,260
<CURRENT-LIABILITIES> 31,902,593
<BONDS> 31,025,000
<COMMON> 000
000
000
<OTHER-SE> 25,985,820
<TOTAL-LIABILITY-AND-EQUITY> 57,979,260
<SALES> 3,581,209
<TOTAL-REVENUES> 6,045,135
<CGS> 000
<TOTAL-COSTS> 2,551,029
<OTHER-EXPENSES> 2,418,392
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 1,686,984
<INCOME-PRETAX> (618,932)
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (618,932)
<EPS-PRIMARY> (8.72)
<EPS-DILUTED> (8.72)
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