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, 1998
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
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) 526-3183
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,
1998 1997
(unaudited) (audited)
Assets
Real estate, at cost:
Land $ _ $ 5,401,132
Building _ 33,101,956
Improvements _ 771,912
_ 39,275,000
Less accumulated depreciation
and amortization _ _
_ 39,275,000
Real estate assets held for disposition 39,389,583 _
Cash and cash equivalents 11,050,912 9,600,824
Construction escrows 464,246 455,246
Accounts receivable, net of allowance
of $93,442 in 1998 and $366,868 in 1997 430,022 345,148
Deferred rent receivable _ 468,188
Deferred charges, net of accumulated
amortization of $3,975 in 1998 and
$79,527 in 1997 995 258,212
Prepaid expenses 88,140 410,908
Total Assets $51,423,898 $50,813,526
Liabilities, Minority Interest and
Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 128,859 $ 104,995
Mortgage payable 31,025,000 31,025,000
Due to affiliates 34,500 33,748
Security deposits payable 4,771 4,771
Deferred income 327,832 507,574
Other liabilities 80,899 111,042
Total Liabilities 31,601,861 31,787,130
Minority interest 31,060 15,731
Partners' Capital:
General Partner 16,451 8,648
Limited Partners(70,250 limited
partnership units authorized issued
and outstanding) 19,774,526 19,002,017
Total Partners' Capital 19,790,977 19,010,665
Total Liabilities, Minority Interest
and Partners' Capital $51,423,898 $50,813,526
Consolidated Statement of Partners' Capital (Unaudited)
For the six months ended June 30, 1998
General Limited
Partner Partners Total
Balance at December 31, 1997 $ 8,648 $ 19,002,017 $ 19,010,665
Net Income 7,803 772,509 780,312
Balance at June 30, 1998 $ 16,451 $ 19,774,526 $ 19,790,977
Consolidated statements of Operations (UNAUDITED)
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
Income
Rental income $ 1,174,148 $ 1,203,784 $ 2,365,608 $ 2,422,380
Escalation income 671,728 664,919 1,373,389 1,342,660
Interest income 153,361 120,268 288,678 232,985
Miscellaneous income 17,228 16,613 36,522 30,071
Total Income 2,016,465 2,005,584 4,064,197 4,028,096
Expenses
Interest expense 562,328 562,328 1,124,656 1,124,656
Property operating expenses 470,245 813,434 903,457 1,294,669
Depreciation and amortization 343,704 386,789 687,466 773,588
Real estate taxes 186,569 179,440 373,138 358,880
General and administrative 103,680 104,720 179,839 230,064
Environmental remediation and
settlement costs _ 900,000 _ 900,000
Total Expenses 1,666,526 2,946,711 3,268,556 4,681,857
Income before minority
interest 349,939 (941,127) 795,641 (653,761)
Minority interest (6,959) 437 (15,329) (6,057)
Net Income (Loss) $ 342,980 $ (940,690) $ 780,312 $ (659,818)
Net Income (Loss) Allocated:
To the General Partner $ 3,430 $ (9,407) $ 7,803 $ (6,598)
To the Limited Partners 339,550 (931,283) 772,509 (653,220)
$ 342,980 $ (940,690) $ 780,312 $ (659,818)
Per limited partnership unit
(70,250 outstanding) $ 4.84 $ (13.26) $ 11.00 $ (9.30)
Consolidated Statements of Cash Flows (Unaudited)
For the six months ended June 30, 1998 1997
Cash Flows From Operating Activities:
Net income $ 780,312 $ (659,818)
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 15,329 6,057
Depreciation and amortization 687,466 773,588
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts receivable (84,874) (13,118)
Deferred rent receivable (76,644) (71,804)
Prepaid expenses 322,768 308,402
Accounts payable and accrued expenses 23,864 65,138
Other liabilities (30,143) 900,000
Due to affiliates 752 (345)
Deferred income (179,742) (114,629)
Net cash provided by operating activities 1,459,088 1,193,471
Cash Flows From Investing Activities:
Construction escrows (9,000) (10,000)
Net cash used for investing activities (9,000) (10,000)
Net increase in cash and cash equivalents 1,450,088 1,183,471
Cash and cash equivalents, beginning of period 9,600,824 8,318,465
Cash and cash equivalents, end of period $11,050,912 $ 9,501,936
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 1,124,656 $ 1,124,656
Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the General Partners' intent to sell the property, real
estate held for investment, deferred rent receivable and prepaid leasing
commissions in the amounts of $38,603,961, $544,832, and $240,790,
respectively, were reclassified to "Real estate assets held for disposition"
in June of 1998.
Notes to the Consolidated Financial Statements
The unaudited interim consolidated financial statements should be
read in conjunction with the Partnership's annual 1997 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, 1998 and the results of operations for
the three and six months ended June 30, 1998 and 1997, cash flows
for the six months ended June 30, 1998 and 1997 and the
consolidated statement of partners' capital for the six months
ended June 30, 1998. 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 Partnership's real estate assets, deferred rent receivable
and prepaid leasing costs were reclassified on the consolidated
balance sheets at June 30, 1998 to "Real estate assets held for
disposition." Accordingly, the Partnership has suspended
depreciation and amortization in accordance with the Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" on July 1, 1998.
No significant events have occurred subsequent to fiscal year
1997, and no material contingencies exist which would require
disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
Part 1, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
On September 18, 1995, Caldor, an anchor tenant at Cranberry
Mall, filed for protection under the U.S. Bankruptcy Code. In
February 1998, Caldor announced that it would close its store at
Cranberry, and did so on May 10, 1998. In July 1998, Caldor
rejected its lease with bankruptcy court approval and the
Partnership's claim for unpaid rent and rejection damages under
Caldor's lease will be filed shortly. The General Partner is
working to secure a new anchor tenant for Caldor's space,
although attracting a replacement anchor is likely to take time
and require substantial capital outlays by the Partnership to
fund alterations necessary to accommodate another tenant. In the
event that a new tenant is not secured, cash flow at the Property
will be reduced.
On July 7, 1997, Montgomery Ward, an anchor tenant at Cranberry
Mall 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, Montgomery Ward may in the future, with
court approval, choose to reject or accept the terms of its
lease.
During the second quarter of 1998, the Partnership engaged a
broker to market Cranberry Mall for sale. In view of the
anticipated sale of the Mall, the Partnership's real estate has
been recorded on the Partnership's June 30, 1998 balance sheet as
"Real estate assets held for disposition." Real estate assets
held for disposition at June 30, 1998 totaled $39,389,583.
Efforts to sell the Mall, however, are likely to be impacted by
the uncertain status of Caldor's space and Montgomery Ward's
store, and there can be no assurance that the Mall will be sold
in 1998 or for a specified price.
At June 30, 1998, the Partnership had cash and cash equivalents
totaling $11,050,912, compared with $9,600,824 at
December 31, 1997. The increase is primarily due to net cash
provided by operating activities exceeding net cash used for
investing activities.
Deferred rent receivable decreased from $468,188 at
December 31, 1997 to $0 at June 30, 1998, due to the
reclassification of the Partnership's assets as "Real estate
assets held for disposition."
Prepaid expenses decreased from $410,908 at December 31, 1997 to
$88,140 at June 30, 1998. The balance at June 30, 1998 reflects
eleven months of prepaid insurance, while the balance at
December 31, 1997 represents five months of prepaid insurance and
two quarters of prepaid real estate taxes.
Deferred charges, net of accumulated amortization, decreased from
$258,212 at December 31, 1997 to $995 at June 30, 1998, primarily
due to deferred charges relating to mortgage, organizational and
leasing costs in the amount of $240,790 being reclassified as
"Real estate assets held for disposition."
Accounts payable and accrued expenses increased to $128,859 at
June 30, 1998 from $104,995 at December 31, 1997, primarily due
to the timing of payments for administrative, audit and appraisal
fees.
Deferred income decreased from $507,574 at December 31, 1997 to
$327,832 at June 30, 1998, primarily due to differences in the
timing of billing tenants for their share of real estate taxes.
Other liabilities decreased to $80,899 at June 30, 1998 from
$111,042 at December 31, 1997, primarily due to the payment of
environmental damage expenses during the 1998 period which were
recorded in 1997.
Results of Operations
For the three and six months ended June 30, 1998, the Partnership
generated net income of $342,980 and $780,312, respectively,
compared to net losses of $940,690 and $659,818, respectively,
for the corresponding periods in 1997. The changes from net loss
to net income primarily reflect the recognition in the 1997
periods of costs associated with the Settlement Agreement reached
with Aetna in August 1997
and environmental remediation which together totaled $900,000.
To a lesser extent, the change is due to decreases in property
operating expenses for the 1998 periods.
Escalation income represents the income received from Mall
tenants for their proportionate share of common area maintenance
and real estate tax expenses. Escalation income totaled $671,728
and $1,373,389 for the three and six months ended June 30, 1998,
respectively, largely unchanged from $664,919 and $1,342,660,
respectively, for the corresponding periods in 1997.
Interest income totaled $153,361 and $288,678 for the three and
six months ended June 30, 1998, respectively, compared with
$120,268 and $232,985, respectively, for the same periods in
1997. The increases are due to the Partnership maintaining
higher average cash balances during the 1998 periods.
Property operating expenses totaled $470,245 and $903,457 for the
three and six months ended June 30, 1998, respectively, compared
with $813,434 and $1,294,669, respectively, for the corresponding
periods in 1997. The decreases are primarily due to lower
general operating expenses including payroll expenses and common
area charges, and lower bad debt expenses associated with a
tenant at the property.
Depreciation and amortization expense totaled $343,704 and
$687,466 for the three and six months ended June 30, 1998,
compared with $386,789 and $773,588, respectively, for the
corresponding periods in 1997. The decreases are due to the
write-down of Cranberry to its estimated fair market value at
December 31, 1997.
General and administrative expenses for the three and six months
ended June 30, 1998 were $103,680 and $179,839, respectively,
compared with $104,720 and $230,064, respectively, for the same
periods in 1997. The decrease for the six-month period reflects
lower legal expenses and a decrease in certain expenses incurred
by the General Partner, its affiliates, and an unaffiliated third
party service provider in servicing the Partnership.
Mall tenant sales at Cranberry for the five months ended
May 31, 1998 were $12,658,000, compared with sales of $12,650,000
for the five months ended May 31, 1997. Mature tenant sales for
the five months ended May 31, 1998 were $11,258,000, compared
with sales of $11,074,000 for the five months ended May 31, 1997.
As of June 30, 1998 and 1997, Cranberry was 81% and 86% 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 quarter ended June 30, 1998.
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, 1998 BY: /s/Robert J. Hellman
Robert J. Hellman
President
Date: August 14, 1998 BY: /s/Joan Berkowitz
Joan Berkowitz
Vice President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Jun-30-1998
<CASH> 11,050,912
<SECURITIES> 000
<RECEIVABLES> 523,464
<ALLOWANCES> 93,442
<INVENTORY> 000
<CURRENT-ASSETS> 11,983,320
<PP&E> 39,389,583
<DEPRECIATION> 000
<TOTAL-ASSETS> 51,423,898
<CURRENT-LIABILITIES> 576,861
<BONDS> 31,025,000
<COMMON> 000
000
000
<OTHER-SE> 19,790,977
<TOTAL-LIABILITY-AND-EQUITY> 51,423,898
<SALES> 2,365,608
<TOTAL-REVENUES> 4,064,197
<CGS> 000
<TOTAL-COSTS> 903,457
<OTHER-EXPENSES> 1,240,443
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 1,124,656
<INCOME-PRETAX> 780,312
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 780,312
<EPS-PRIMARY> 11.00
<EPS-DILUTED> 11.00
</TABLE>
