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, 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) 526-3237
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 (unaudited)
At March 31, At December 31,
1998 1997
Assets
Real estate investments:
Land $ 5,401,132 $ 5,401,132
Building 33,101,956 33,101,956
Improvements 771,912 771,912
39,275,000 39,275,000
Less accumulated depreciation (335,522) _
38,939,478 39,275,000
Cash and cash equivalents 10,484,783 9,600,824
Construction escrow 459,746 455,246
Accounts receivable, net of allowance
of $356,682 in 1998 and $366,868 in 1997 333,705 345,148
Deferred rent receivable 498,878 468,188
Deferred charges, net of accumulated
amortization of $87,767 in 1998 and
$79,527 in 1997 249,972 258,212
Prepaid expenses 201,677 410,908
Total Assets $ 51,168,239 $ 50,813,526
Liabilities, Minority Interest and
Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 93,583 $ 104,995
Other liabilities 93,511 111,042
Mortgages payable 31,025,000 31,025,000
Due to affiliates 34,000 33,748
Security deposits payable 4,771 4,771
Deferred income 445,276 507,574
Total Liabilities 31,696,141 31,787,130
Minority interest 24,101 15,731
Partners' Capital:
General Partner 13,021 8,648
Limited Partners (70,250 limited
partnership units authorized issued
and outstanding) 19,434,976 19,002,017
Total Partners' Capital 19,447,997 19,010,665
Total Liabilities, Minority
Interest and Partners' Capital $ 51,168,239 $ 50,813,526
Consolidated Statement of Partners' Capital (unaudited)
For the three months ended March 31, 1998
General Limited
Partner Partners Total
Balance at December 31, 1997 $ 8,648 $ 19,002,017 $ 19,010,665
Net income 4,373 432,959 437,332
Balance at March 31, 1998 $ 13,021 $ 19,434,976 $ 19,447,997
Consolidated Statements of Operations (unaudited)
For the three months ended March 31, 1998 1997
Income
Rental income $ 1,191,460 $ 1,218,596
Escalation income 701,661 677,741
Interest income 135,317 112,717
Miscellaneous income 19,294 13,458
Total Income 2,047,732 2,022,512
Expenses
Interest expense 562,328 562,328
Property operating expenses 433,212 481,235
Depreciation and amortization 343,762 386,799
Real estate taxes 186,569 179,440
General and administrative 76,159 125,344
Total Expenses 1,602,030 1,735,146
Income before minority interest 445,702 287,366
Minority interest (8,370) (6,494)
Net Income $ 437,332 $ 280,872
Net Income Allocated:
To the General Partner $ 4,373 $ 2,809
To the Limited Partners 432,959 278,063
$ 437,332 $ 280,872
Per limited partnership unit
(70,250 outstanding) $6.16 $3.96
Consolidated Statements of Cash Flows (unaudited)
For the three months ended March 31, 1998 1997
Cash Flows From Operating Activities:
Net income $ 437,332 $ 280,872
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 8,370 6,494
Depreciation and amortization 343,762 386,799
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts receivable 11,443 (22,268)
Deferred rent receivable (30,690) (36,881)
Prepaid expenses 209,231 184,874
Accounts payable and accrued expenses (28,943) 10,845
Due to affiliates 252 36,489
Deferred income (62,298) (51,243)
Net cash provided by operating activities 888,459 795,981
Cash Flows From Investing Activities:
Construction escrow (4,500) (5,000)
Net cash used for investing activities (4,500) (5,000)
Net increase in cash and cash equivalents 883,959 790,981
Cash and cash equivalents, beginning of period 9,600,824 8,318,465
Cash and cash equivalents, end of period $10,484,783 $ 9,109,446
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $562,328 $562,328
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 March 31, 1998 and the results of operations and
cash flows for the three months ended March 31, 1998 and 1997 and
the consolidated statement of partners' capital for the three
months ended March 31, 1998. Results of operations for the
period are not necessarily indicative of the results to be
expected for the full year.
No significant events have occurred subsequent to fiscal year
1997 which 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. The General Partner is
working to secure a new anchor tenant for Caldor's space,
although Caldor could attempt to sell its lease at the Mall to
another retailer. 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. Furthermore, in the event that a new tenant is not
secured and Caldor rejects its lease, 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.
At March 31, 1998, the Partnership had cash and cash equivalents
totaling $10,484,783, 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.
Prepaid expenses decreased from $410,908 at December 31, 1997 to
$201,677 at March 31, 1998. The balance at March 31, 1998
reflects two months of prepaid insurance and one quarter of
prepaid real estate taxes, while the balance at December 31, 1997
represents five months of prepaid insurance and two quarters of
prepaid real estate taxes.
Deferred income decreased from $507,574 at December 31, 1997 to
$445,276 at March 31, 1998 primarily due to differences in the
timing of billing tenants for their share of real estate taxes.
Results of Operations
For the three months ended March 31, 1998, the Partnership
generated net income of $437,332 compared to $280,872 during the
same period in 1997. The increase in net income reflects an
increase in escalation income, and a decrease in property
operating expenses, depreciation expense and general and
administrative expenses.
Escalation income represents the income received from Mall
tenants for their proportionate share of common area maintenance
and real estate tax expenses. Escalation income increased from
$677,741 for the three months ended March 31, 1997 to $701,661
for the three months ended March 31, 1998 mainly due to an
increase in common area maintenance expenses which are charged
back to tenants.
Interest income increased for the three months ended
March 31, 1998 in comparison to the same period in 1997 due to
the Partnership maintaining higher average cash balances during
the 1998 period.
Property operating expenses decreased from $481,235 for the three
months ended March 31, 1997 to $433,212 for the three months
ended March 31, 1998, primarily due to lower bad debt expenses
associated with a tenant at the property.
Depreciation and amortization expense decreased from $386,799 for
the three months ended March 31, 1997 to $343,762 for the three
months ended March 31, 1998, due to the write-down of Cranberry
to its estimated fair market value at December 31, 1997.
General and administrative expenses for the three months ended
March 31, 1998 were $76,159, compared to $125,344, for the same
period in 1997. The decrease 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 three months ended March
31, 1998 were $7,281,000, compared with sales of $7,488,000 for
the three months ended March 31, 1997. Mature tenant sales for
the three months March 31, 1998 were $6,585,000, compared with
sales of $6,807,000 for the three months ended March 31, 1997.
As of March 31, 1998 and 1997, Cranberry was 81% and 82%
occupied, respectively (exclusive of anchor and outparcel
tenants).
1998 1997 % Change
Total tenant sales $ 7,281,000 $ 7,488,000 (2.8)%
Mature tenant sales* 6,585,000 6,807,000 (3.3)%
Occupancy at March 31 81% 82% (1.0)%
* Mature tenant sales include tenants who operated at the Mall
for each of the last two years.
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) No reports on Form 8-K were filed during the
three months ended March 31, 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: May 13, 1998 BY: /s/ Robert J. Hellman
Robert J. Hellman
President
Date: May 13, 1998 BY: /s/ Joan Berkowitz
Joan Berkowitz
Vice President and Chief Financial Officer
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<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Mar-31-1998
<CASH> 10,484,783
<SECURITIES> 000
<RECEIVABLES> 690,387
<ALLOWANCES> 356,682
<INVENTORY> 000
<CURRENT-ASSETS> 12,228,761
<PP&E> 39,275,000
<DEPRECIATION> 13,373,668
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<TOTAL-COSTS> 433,212
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<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 562,328
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<INCOME-TAX> 000
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<DISCONTINUED> 000
<EXTRAORDINARY> 000
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<NET-INCOME> 437,332
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