SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended:
JUNE 30, 1999
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 33-22805
MASTER REALTY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 48-1056392
(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 W. 8th Street
Kansas City, Missouri 64105
(Address of principal offices) (Zip Code)
Registrant's telephone number, including area code:(816) 474-9333
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 for the preceding 12 months (or 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
As of June 30, 1999, the Registrant had 35,925 shares of preferred
stock and 1,202,760 shares of common stock outstanding. The aggregate book
value of all shares of the Registrant, based on the June 30, 1999 unaudited
financial statements was $14,158,807.
MASTER REALTY PROPERTIES, INC.
JUNE 30, 1999 FORM 10Q
INDEX
Part I: Financial Statements
Financial Statements*
A. Balance Sheets as of June 30, 1999 and December 31, 1998
B. Statement of Operations for the three months Ended
June 30, 1999 and 1998
C. Statement of Operations for the six months Ended
June 30, 1999 and 1998
D. Statement of Changes in Shareholders' Equity for the
six months ended June 30, 1999 and 1998
E. Statement of Cash Flows for the six months ended
June 30, 1999 and 1998
Notes to Unaudited Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Signatures
* All financial statements, except the balance
sheet as of December 31, are unaudited
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1999 and December 31, 1998
June 30, December 31,
1999 1998
A S S E T S
CASH $ 657,728 $ 699,358
RESTRICTED CASH 1,595,896 1,096,360
MORTGAGE NOTES RECEIVABLE,
net of allowance for loan losses 1,080,850 1,080,850
NOTE RECEIVABLE 548,236 535,871
PROPERTY HELD FOR INVESTMENT 1,001,688 1,001,688
INVESTMENT IN REAL ESTATE PARTNERSHIPS 175,669 173,456
ACCOUNTS RECEIVABLE 1,030,352 1,024,066
PROPERTY AND EQUIPMENT,
at cost less accumulated depreciation 46,189,076 43,870,414
OTHER ASSETS 1,231,201 1,045,444
----------- -----------
TOTAL ASSETS $53,510,696 $50,527,507
=========== ===========
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
June 30, 1999 and December 31, 1998
June 30, December 31,
1999 1998
L I A B I L I T I E S
NOTES PAYABLE $38,060,484 $34,981,360
OTHER LIABILITIES 966,298 586,964
------------ -------------
TOTAL LIABILITIES $ 39,026,782 $ 35,568,324
============ =============
MINORITY INTEREST IN SUBSIDIARIES 325,107 321,226
COMMITMENTS AND CONTINGENCIES (Note 16)
S T O C K H O L D E R S' E Q U I T Y
CAPITAL CONTRIBUTED
Convertible preferred stock, par
value $.01, liquidation preference
up to 5 of the Company's net assets. 359 359
Common stock, par value $.01,
authorized 45,000,000 shares 12,028 11,878
Additional paid-in capital 41,870,253 41,760,211
----------- -----------
TOTAL CAPITAL CONTRIBUTED 41,882,640 41,772,448
RETAINED DEFICIT (27,723,833) (27,134,491)
TOTAL STOCKHOLDERS' EQUITY 14,158,807 14,637,957
------------ ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $53,510,696 $ 50,527,507
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended June 30, 1999, and 1998
1999 1998
REVENUES
Rental income $ 942,420 $ 890,792
Hotel Income 496,000 696,000
Interest and fees on mortgage loans 14,625 78,814
Other income (loss) 31,341 12,377
Gain on sale of assets 0 0
------------ ----------
TOTAL REVENUES $ 1,484,386 $1,677,983
============ ==========
EXPENSES
Loan Servicing Fees $ 3,913 $ 9,676
Rental expenses 415,384 521,037
General and administrative expenses 128,385 149,862
Legal and accounting 70,708 33,081
Payroll and employee benefits 168,951 137,300
Depreciation and amortization 352,980 358,203
Interest expense 693,897 694,325
Provision for loan losses (recoveries) 0 (61,899)
----------- -----------
TOTAL EXPENSES $ 1,834,218 $1,841,585
----------- -----------
MINORITY INTEREST IN LOSS (INCOME) OF
CONSOLIDATED SUBSIDIARIES 6,596 6,985
----------- ----------
NET INCOME $ (356,428) $ (170,587)
=========== ==========
BASIC EARNINGS PER SHARE $(0.2916) $(.1396)
DILUTED EARNINGS PER SHARE $(.1245)
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended June 30, 1999, and 1998
1999 1998
REVENUES
Rental income $1,854,290 $1,733,907
Hotel Income 1,021,694 1,392,000
Interest and fees on mortgage loans 39,659 106,329
Other income (loss) 56,855 22,664
Gain on sale of assets 0 81,884
------------ ----------
TOTAL REVENUES $ 2,972,498 $3,336,784
============ ==========
EXPENSES
Loan Servicing Fees $ 7,828 $ 17,621
Rental expenses 812,370 887,784
General and administrative expenses 218,920 251,638
Legal and accounting 140,453 158,795
Payroll and employee benefits 321,241 276,726
Depreciation and amortization 691,126 739,670
Interest expense 1,364,499 1,265,316
Provision for loan losses (recoveries) 0 (16,058)
----------- -----------
TOTAL EXPENSES $ 3,556,437 $2,881,492
----------- -----------
MINORITY INTEREST IN LOSS (INCOME) OF
CONSOLIDATED SUBSIDIARIES 5,403 6,985
----------- ----------
NET INCOME $ (589,342) $ 448,307
=========== ==========
BASIC EARNINGS PER SHARE $(0.4822) $.3668
DILUTED EARNINGS PER SHARE $.3273
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Six Months Ended June 30, 1999 and 1998
PREFERRED PREFERRED COMMON COMMON
STOCK STOCK STOCK STOCK
SHARES AMOUNT SHARES AMOUNT
Balances, December 31, 1997 2,491,622 24,916 29,181,486 291,814
Debenture Conversion to Stock 959,067 9,591
Unsecured Director's Fees
converted to stock 282,738 2,827
Pension Plan Stock Conversion 863,095 8,631
Stock Bonus 2,147,362 21,474
Reverse Stock Split (2,445,272) (24,452) (32,257,973)(322,579)
Net income for the period
---------- ------- ---------- -------
Balances, June 30, 1998 46,350 464 1,175,775 11,758
========== ======= ========== =======
CAPITAL IN TOTAL
EXCESS OF PAR UNDISTRIBUTED TREASURY SHAREHOLDER'S
VALUE EARNINGS (DEF) STOCK EQUITY
Balances, December 31, 1998 40,926,229 (27,430,167) (15,336) 13,797,456
Debenture Conversion to Stock 305,322 314,913
Unsecured Director's Fees
converted to stock 16,173 19,000
Pension Plan Stock Conversion 49,369 58,000
Stock Bonus 459,535 481,009
Net income for the period 90,704 (256,327)
---------- ------- ---------- -------
Balances, June 30, 1998 41,847,332 (28,019,510) (15,336) 13,824,708
========== ======= ========== =======
PREFERRED PREFERRED COMMON COMMON
STOCK STOCK STOCK STOCK
SHARES AMOUNT SHARES AMOUNT
Balances, December 31, 1998 35,925 359 1,187,804 11,878
Debenture Conversion to Stock 14,956 150
Net income for the period
---------- ------- ---------- -------
Balances, June 30, 1999 35,925 359 1,202,760 12,028
========== ======= ========== =======
CAPITAL IN TOTAL
EXCESS OF PAR UNDISTRIBUTED TREASURY SHAREHOLDER'S
VALUE EARNINGS (DEF) STOCK EQUITY
Balances, December 31, 1998 41,760,211 (27,134,491) 14,637,957
Adjustment to reverse stock split (962) (962)
Debenture Conversion to Stock 111,004 111,154
Net income for the period (589,342) (589,342)
---------- ------- ---------- -------
Balances, June 30, 1999 41,870,253 (27,723,833) -- 14,158,807
========== ======= ========== =======
MASTER REALTY PROPERTIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1999 and 1998
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (589,342) $ 448,310
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Minority interest 3,881 (187,328)
Accounts receivable (6,286) 150,778
Prepaid Expenses
Other assets, net (185,757) (75,257)
Increase (decrease) in
operating liabilities
Other liabilities 28,442 (530,663)
Prepetition liabilities 0 (13,022)
Interest payable 350,892 146,003
------------ ----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (398,170) (61,179)
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease mortgage notes receivable 1,723,282
Decrease in real estate partnerships (2,213) 7,567
Decrease in industrial revenue bonds 184,709
Decrease in notes receivables (12,365) 0
Increase in fixed assets (2,318,662) (5,897,734)
------------ ----------
NET CASH USED IN INVESTING ACTIVITIES $ (2,333,240) $(3,982,176)
CASH FLOW FROM FINANCING ACTIVITIES
Costs of reverse stock split (1,486) (250,871)
Increase in notes payable $ 3,190,802 $ 3,313,891
------------ ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 3,189,316 $ 3,063,020
------------ ----------
NET INCREASE (DECREASE) IN CASH 457,906 (980,335)
CASH, BEGINNING OF PERIOD 1,795,718 2,643,558
CASH, END OF PERIOD $ 2,253,624 $1,663,223
=========== ==========
PART I
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements containing the
words "believes," "anticipates", "expects" and words of similar import. Such
forward-looking statements related to future events, the future financial
performance of the Company, and involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company or industry results to be materially different from
any future results, performance or achievements expressed or implied by such
forward looking statements. Readers should specifically consider the various
factors identified in this report which could cause actual results to differ.
The Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statement
contained herein to reflect future events or developments.
(1) Restricted cash and escrows
The Company entered into a Cash Management, Collateral and Security Agreement
(Cash Collateral Agreement), on December 19, 1997, as part of the First
Mortgage Note and Mezzanine Note transactions. As a result, all cash
received from the operations of the collateral pledged for the First Mortgage
Note, after December 19, 1997, is deposited into a central operating account.
A monthly sweep of this account is used to fund, in priority, certain
reserves and sub-accounts created pursuant to the Cash Collateral Agreement.
All remaining funds, if any, are paid to the Company. The following reserves
were established under this agreement.
June 30, 1999 December 31, 1998
Debt service reserve $156,641 $153,078
Capital expenditure reserve 48,577 20,157
Impound costs sub-account 31,722 13,599
-------- --------
Total restricted cash and escrows $236,940 $186,834
======== ========
Debt service reserve - This account was created to fund the First Mortgage
Note debt service to the extent necessary. Withdrawals from this account
occur only when there are insufficient funds in the central operating account
to fully fund the First Mortgage Note debt service.
Capital expenditure reserve - This account was created to fund the payment of
replacement expenditures, furniture, fixtures and equipment replacement
expenditures and leasing expenditures. Funding is provided in monthly
deposits from the central operating account. Withdrawals may be made from
this account for approved expenditures.
Impound costs sub-account - This account was established to pay impound
costs. These impound costs are defined as all taxes of the First Mortgage
Note borrowers and insurance (if insurance not otherwise provided for by the
Company) for the pledged collateral of the First Mortgage Note. Funding is
provided in monthly deposits from the central operating account. Withdrawals
may be made from this account for approved costs.
The Cash Collateral Agreement is secured by a pledge of the central operating
account and all income derived from the investment of that account. The
First Mortgage Note and Mezzanine Note are also cross-collateralized and
cross-defaulted with the Cash Collateral Agreement.
(2) Mortgage notes receivable
June 30, 1999 December 31, 1998
Mortgage notes receivable,
partially-earning $2,299,738 $2,299,738
Allowance for losses (1,218,888) (1,218,888)
---------- ---------
Net mortgage notes receivable $1,080,850 $1,080,850
========== ==========
Mortgage notes receivable are collateralized by real estate, assignment of
rents, certain future earnings of borrowers, other borrower assets, investor
notes and borrower personal guarantees. The collateralized real estate is
located at various geographical locations, with a concentration in a downtown
area of Kansas City, Missouri. A substantial portion of the Company's
debtors' ability to honor their contracts is dependent upon the real estate
economy. Effective February 1, 1998, the Company converted its partially-
earning mortgage note receivable with a net carrying value of $1,748,633 into
a partnership investment (see Note 13).
Due to the uncertainty of future collections and possible foreclosures, it is
not practicable to estimate the scheduled maturities of mortgage notes
receivable over the next five years and thereafter. The Company is completing
negotiations to acquire the underlying property of its largest remaining
mortgage note.
(3) Property held for investment
June 30, 1999 December 31, 1998
Non-earning, land in New Mexico $1,001,688 $1,001,688
========== ==========
The carrying amount of the land in New Mexico is based on an estimate of
value established at the time the contractual right to the property was
acquired in foreclosure on collateral for a note receivable. The estimate
was based on prior appraisals, studies of the development possibilities for
the property, and local economic conditions. The land is in a remote part of
New Mexico and access to the property is limited. There is limited real
estate sales activity in this region to determine the likelihood of realizing
the carrying value of this investment. Because of these factors, it is
possible that the estimate of the realizable value of this land may change
materially.
(4) Investment in real estate partnerships
Investment in real estate partnerships consists of the following:
Ownership
Ownership at
Interest 6/30/99 & 6/30/98
OPP IX, Limited Partnership Limited 25.12 24.9
OPP X, Limited Partnership Limited 2.3 2.3
Historic Suites of America - KC Limited 19.8 19.8
(5) Accounts receivable - related party
Amounts due from Embassy Hotel Management, Inc. are in connection with the
leases and funds advanced for operations of the following hotel properties:
June 30, 1999 December 31, 1998
Ramada Inn - Phoenix, Arizona $ 240,416 $ 345,347
Ramada Inn - Euless, Texas 329,809 397,392
Historic Suites - Kansas City, Missouri 76,620 24,399
Ramada Inn - Wichita, Kansas 348,824 219,924
-------- --------
Total $ 995,669 $ 987,062
========== ==========
(6) Industrial revenue bonds
As disclosed in Note 12 the Company is contingently liable as a guarantor on
Industrial Revenue Bonds (Soho Office Center Project) Series 1996 between the
Land Clearance for Redevelopment Authority of Kansas City (the Issuer) and
Soho Office Center, L.P. (the Borrower). The Company owned the bonds, which
totaled $2,655,000 as part of a note receivable, and distributed $2,345,000
in 1996, and $33,548 in 1997 in satisfaction of certain notes payable
obligations. The Company sold all of its remaining bonds in April 1998 at
their face value.
(7) Property and equipment
June 30, 1999 December 31, 1998
Cost
Land and land improvements $ 7,051,999 $ 7,051,999
Building and building improvements 39,037,513 37,271,763
Furniture and equipment 3,507,853 3,385,308
Assets not yet in service 1,223,549 145,723
----------- -----------
Total Cost $50,820,914 $47,854,793
Accumulated depreciation (4,631,838) (3,984,379)
----------- -----------
Net property, plant and equipment $46,189,076 $43,870,414
=========== ===========
Expenditures for maintenance, repairs and improvements which do not
materially extend the useful life of the asset are expensed. The aggregate
depreciation charged to operations for the period ended June 30, 1999 and
1998 was $302,266 and $320,119, respectively.
(8) Notes payable
June 30, 1999 December 31, 1998
Salomon Brothers mortgage note $19,269,325 $19,417,830
Salomon Brothers Mezzanine note 1,066,490 1,190,000
Midland Bank mortgage note 7,245,312 7,245,312
Convertible Subordinated Debentures 1,339,646 1,468,623
ITLA mortgage note 4,450,000 0
Hillcrest Bank #1 0 3,556,295
Hillcrest Bank #2 0 277,448
Hillcrest Bank #3 229,337 152,834
Hillcrest Bank #4 1,275,317 0
Hillcrest Bank #5 480,000 0
Hillcrest Bank #6 480,000 0
Unsecured alternative treatment note 1,015,716 827,895
Real Estate Equities, Inc. notes 1,000,000 600,000
Unsecured non-interest bearing note payable 96,861 113,049
Real Estate tax notes 80,012 92,614
Hotel van loan 32,468 39,460
----------- ----------
Total notes payable $38,060,484 $34,981,360
Salomon Brothers mortgage note - Mortgage note payable (First Mortgage Note)
of December 19, 1997 with monthly principal and interest payments of $145,397
based on an interest rate of 7.5 and a 25-year amortization period. The
initial payment of accrued interest only through January 31, 1997 was paid on
February 1, 1998. The outstanding principal and interest are due at maturity
on January 1, 2008. The nonrecourse First Mortgage Note is collateralized by
commercial, residential and hotel properties in Kansas City, Missouri, a
hotel in Phoenix, Arizona and a hotel in Euless, Texas. This note is also
cross-collateralized and cross-defaulted with the Mezzanine Note and the Cash
Collateral Agreement.
Salomon Brothers Mezzanine note - Mortgage note payable (Mezzanine Note) of
December 19, 1997 with interest payable monthly based upon the one-month
London Interbank Offered Rate (LIBOR) plus 4.95 percent. The interest rate at
December 31, 1997 was 10.92 percent with the initial payment due February 1,
1998.
Monthly principal payments begin in January 1999 based upon a monthly
calculation using the outstanding principal balance, the interest rate from
the preceding month and a 48-month amortization period less the months
elapsed since January 1, 1999. The outstanding principal and interest are
due at maturity on January 1, 2003. The Mezzanine Note is secured by the
pledge of the Company's general partner interest in New Historic Suites
Partners, L.P. and a full payment guaranty by the Company. The Mezzanine
Loan Agreement requires that the monthly aggregated Adjusted Property Net
Cash Flow for the properties securing the First Mortgage Note to at least
equal the monthly calculation of the Debt Service Coverage Threshold. The
Debt Service Coverage Threshold is defined as 1.05 times the sum of the
annual debt service on the First Mortgage Loan plus the debt service payable
on the Mezzanine Loan at an assumed principal and interest constant of 27
percent. This note is cross-collateralized and cross-defaulted with the First
Mortgage Note and the Cash Collateral Agreement.
Midland Bank mortgage note - Mortgage note payable of October 1, 1997 with
interest payable monthly at an initial rate of 7 percent until June 1, 1999.
The
rate then increases to 8 percent through March 31, 2001 and to 8.5 percent from
April 1,
2001 until maturity. Interest only is payable monthly through October 5,
1998. The interest payments are based on the Deemed Balance (as defined)
determined annually beginning on April 1, 1999. The initial Deemed Balance
is the face amount of the note. From June 5, 1999 through October 5,
2000, monthly payments of principal and interest are based on a 30-year
amortization of the outstanding principal balance. Beginning on November 5,
2000, the monthly principal and interest payments are based on a 25-year
amortization of the outstanding principal balance. The outstanding principal
and interest are due at maturity on April 1, 2004. The note is
collateralized by a hotel in Wichita, KS and the Disbursement Account
(required reserve account to fund property improvements). The Company is
delinquent on its payments under this note and are involved in restructuring
its ownership in this hotel. The restructuring included a deed transfer of
this hotel. The Bank had not called the note in default as of June 30, 1999.
ITLA mortgage note - mortgage note payable (first mortgage note) with monthly
interest only payments based on a 8.75 percent for the first twelve months and
then monthly principal and interest payments with interest determined quarterly
based on LIBOR plus 3.75 percent and principal payments based on a 25 year
amortization period. This note matures April 1, 2009.
Hillcrest Bank note #1 - Mortgage note payable of February 17, 1998 with
monthly principal and interest payments of $32,975 based on an interest rate of
9.25 percent. The outstanding principal and interest are due at maturity on
February 17, 2000, although the Company had the option to extend the maturity
until February 17, 2001. The note was collateralized by an apartment/retail
/parking garage facility located in Kansas City, Missouri. The note is also
guaranteed by the Company. This note was paid in full in May, 1999.
Hillcrest Bank note #2 - Line of credit, with maximum aggregate principal
amount of $850,000, with interest at the Wall Street Prime Interest Rate plus
1 percent. Monthly payments of interest are required until maturity on
February 17, 2000, at which time any unpaid accrued interest and principal
are due. The Company had the option to extend the maturity until February 17,
2001. The note was cross-collateralized with the Hillcrest Bank note #1.
This note was paid in full in May, 1999.
Hillcrest Bank note #3 - Line of credit, with maximum aggregate principal
amount of $250,000, with interest at the Wall Street Prime Interest Rate plus
1 percent. Monthly payments of interest are required until maturity on
December 1, 1999, at which time any unpaid accrued interest and principal are
due. The note is collateralized by a commercial property located in River
Market area Kansas City, Missouri, a vacant lot, assignment of rents,
furniture and fixtures, and a full payment guaranty by the Company.
Hillcrest Bank note #4 - Construction loan with maximum principal amount of
$4,096,500 with interest at 9 percent. This note is collateralized by
commercial property in the Garment District of Kansas City, Missouri and
Independence, Missouri. The Company has guaranteed this note. This note
converts to a permanent loan upon completion of the construction project with
interest at prime plus one percent and principal amortization based on a
25 year term. This note matures on March 1, 2006.
Hillcrest Bank note #5 - Line of credit, with maximum aggregate principal
amount of $480,000 with interest at Wall Street prime interest plus one
percent. Monthly payments on interest only are required until maturity at
April 1, 2000. This note is collateralized by a building located in downtown
Kansas City, Missouri.
Hillcrest Bank note #6 - Line of credit, with maximum aggregate principal
amount of $480,000 with interest at Wall Street prime interest plus one
percent. Monthly payments on interest only are required until maturity at
May 1, 2000. This note is collateralized by a building located in downtown
Kansas City, Missouri.
Convertible subordinated debentures - Convertible Subordinated Debentures
issued January 1994. The securities were issued in the initial aggregate
principal amount of $9,127,752, and bear interest at the rate of 6 percent per
annum. Interest accrues semiannually on January 1 and July 1 of each year.
The securities mature December 2003. At any time prior to maturity, the
securities are convertible into shares of common stock of the Company, unless
the securities are called for redemption. The number of shares issuable upon
conversion is based on the Company's book value of $.224/share as of the
December 31, 1993 financial statements. Related accrued interest expense is
not subject to conversion to common stock and the liability is eliminated
upon conversion of the debenture principal. Accrued interest eliminated upon
conversion of debentures during the periods ended June 30, 1999 and 1998
amounted to $31,828 and $48,275, respectively. The securities are
subordinate and junior in right of payment to all senior indebtedness of the
Company (which includes all collateralized debt of the Company). Senior
Indebtedness is to be paid in full before holders of the Subordinated
Debentures are to be paid any principal or interest.
Unsecured note - 9 percent unsecured note payable to previous participants in
the alternative treatment plan, with interest only payable quarterly until
maturity in August, 2000.
Unsecured non-interest bearing note payable - Note due September 2000,
payable in an installment of $75,000 on January 31, 1996 and 60 monthly
payments of $7,333 with the remaining unpaid principal due at maturity.
Interest has been imputed at a rate of 9 percent.
Real estate tax note - Unsecured note payable consisting of an agreement with
the taxing authorities for delinquent real estate taxes on a foreclosed
property with interest imputed at 9 percent and monthly payments of $3,220.30
until
maturity on August 15, 2002. On March 31, 1998 the Company sold a property
which was the subject of an unsecured real estate tax note. This note was
paid off as part of the closing of this sale.
Hotel van loan - 9.25 percent note payable, collateralized by a vehicle,
payable in monthly installments of $646 until maturity in September 2001.
(9) Other liabilities
Other liabilities consist of the following:
June 30, 1999 December 31, 1998
Interest payable $ 352,353 $ -
Accounts payable 247,491 227,557
Accrued bonus pool 68,744 212,126
Other liabilities 297,710 144,281
---------- ----------
$ 966,298 $ 586,964
========== ==========
At June 30, 1999 and December 31, 1998, other liabilities includes the
accrued bonus pool liability. The Company's bonus pool became effective June
15, 1994 to provide additional compensation to Company employees
(10) Common and Preferred Stock and Paid in Capital.
The Company completed both a twenty five hundred (2,500) to (1) reverse stock
split effective April 30, 1998 and a seventy five (75) for (1) forward stock
split effective June 30,1998. Both of these stock splits were approved by the
stockholders of the Company.
As part of the reverse stock split all fractional interests in the Company
stock were eliminated. The net cost to the Company of this transaction was
$256,327.
(11) Business segment information
Description of the types of activities for reportable segments - The Company
has three reportable segments: hotel leasing, residential/mixed use
properties, and assets held for restructure. The hotel leasing segment
realizes rent income on Hotel properties leased to operators. The
residential/mixed use properties segment realizes income from residential and
commercial real estate properties. The assets held for restructure are
assets recovered as collateral on notes receivable for which the Company has
no long-term objective of owning and operating.
Revenue from segments below the quantitative thresholds are reported as all
other. Those activities are predominantly non-recurring gains and losses.
The assets in all other are predominantly administrative assets, intangible
assets, and assets held for long-term capital appreciation.
Measurement of segment profit or loss and segment assets - The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies. The Company does not have intersegment sales
and transfers.
Factors management used to identify the enterprise's reportable segments -
The Company's reportable segments are strategic business units that are in
distinct markets consistent with the Company's long-range strategic business
plan. They are managed separately because each business requires different
management practices.
The following table illustrates information concerning segment profit or loss
and segment assets:
Residential/ Assets
Hotel Mixed Use For All
Period ended 6-30-99 Leasing Properties Restructure Other Total
Revenues from
external customers $1,021,694 $1,778,503 $101,657 $ 17,502 $2,919,356
Interest revenue 222 3,791 24,190 10,196 38,399
--------- --------- -------- -------- ---------
Total revenues 1,021,916 1,782,294 125,847 27,698 2,957,755
Percentage of segment
revenues to total 35 60 4 1 100
Interest expense 820,235 407,195 6,719 137,073 1,371,222
Depreciation and
amortization 530,229 114,421 11,563 56,707 712,920
Segment profit (loss) (348,602) 571,209 35,542 (847,491) (589,342)
Percentage of segment
profit (loss) to total 59 (96) (6) 143 100
Other significant non-
cash items:
Convertible sub-
ordinated debentures
converted to
common stock - - - 110,192
June 30, 1999
Segment assets 27,573,787 19,330,877 2,541,257 4,064,775 53,510,696
Percentage of segment
assets to total 52 36 5 7 100
Expenditures for
segment assets 50,432 564,618 --- 1,863,739 2,478,789
In addition to the above measures for business segments, the Company monitors
Funds from Operations (FFO) as defined by National Association of Real Estate
Investment Trusts (NAREIT). Real Estate Investment Trusts use FFO as a
standard measure of operating performance. FFO is defined by NAREIT as net
income (computed in accordance with generally accepted accounting
principles), excluding gains (or losses) from debt restructuring and sales of
property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. The calculation of FFO for
the Company for each operating segment is as follows:
Residential/ Assets
Hotel Mixed Use For All
Period ended 3-31-99 Leasing Properties Restructure Other Total
Net income $(348,602) $ 571,209 $ 35,542 $(847,491) $(589,342)
Add minority interest (5,403) - - - (5,403)
Add partnership
investment income (3,011) (3,011)
--------- --------- -------- -------- ---------
Income before
minority interest $(354,005) $ 571,209 $35,542 $(850,502) $(597,756)
Add: Depreciation and
amortization of
real estate assets 520,400 92,736 8,190 2,097 623,417
Less: Accrued Interest foregone on converted
debentures - - - (31,828) (31,828)
--------- --------- -------- -------- ---------
Funds from operations $166,395 $663,945 $ 43,732 $(880,239)$ (6,167)
========= ======== ======== ========= ==========
(12) Commitments and contingencies
Guaranty:
The Company is contingently liable as a guarantor on Industrial Revenue Bonds
(IRB's) (Soho Office Center Project) Series 1996 between the Land Clearance
for Redevelopment Authority of Kansas City (the Issuer) and Soho Office
Center, L.P. (the borrower) in the amount of $2,655,000. The Series 1996
bonds were reissued to pay amounts due to the Company on Series 1984 Bonds.
The Company entered into the Guarantor Agreement to effectuate the
transaction whereby these funds would be available to the Company. The
Company has pledged collateral to secure the guaranty. The collateral
consists of the Company's Deed of Trust and Security Agreement executed by
the borrower in favor of the Company on the Series 1984 Bonds, and assignment
on a ratable basis of General Partnership Interest of River Market Venture,
Inc. (a wholly owned subsidiary of the Company) in River Market Venture I,
L.P. The Company is completing negotiations to acquire the Soho Office Center
project.
Minimum rents:
The Company receives income on commercial and residential properties under
noncancelable operating lease agreements expiring through 2001 in connection
with its rental operations. Future minimum rental payments under these
leases as of December 31, 1998 are as follows:
Years Ended December 31
1999 380,903
2000 150,984
2001 50,610
2002 40,204
Thereafter 37,225
----------
Total $ 659,926
Year 2000 Management
- --------------------
In order to address the computer industry's "Year 2000" problem, the Company is
in the process of upgrading the accounting software and network server.
Management does not believe the costs for this upgrade will be significant.
The Company is in the process of determining whether the companies that manage
the Hotels are in the process of studying the "Year 2000" issue. Upon
completion, the Company will determine the extent to which it is vulnerable
to third parties' failure to remediate their own "Year 2000" issues and the
costs associated with resolving this issue.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (dollars in thousands, unless otherwise stated):
Background:
The following discussion compares historical results of operation for
the period ended June 30, 1999 and 1998. The discussion should be read in
conjunction with the financial statements and notes thereto included
elsewhere in this report.
The Company:
The Company is a public real estate investment trust that is primarily
engaged in the acquisition, development and operation of mixed use
apartment/commercial properties and the acquisition and development of hotel
properties. The Company operates these properties either directly or through
subsidiaries or partnerships.
Results of Operations:
Period Ended June 30,1999 Compared with Period Ended June 30, 1998
Rental Properties:
Revenue from rental properties increased by $120,383 for the six
months ended June 30, 1998 to June 30, 1999. This increase was due to the
increases in rental rates in all of the Properties, reduction in vacancies,
and the acquisition of a mixed-use property in February, 1998.
Rental expenses decreased from $887,784 at June 30, 1998 to $812,370 at
June 30, 1999. This decrease of $75,414 was due to the acquisition of a mixed-
use property in February, 1998.
Hotel Properties:
Revenues from hotel lease income decreased from $1,392,000 at June 30,
1998 to $1,021,694 for June 30, 1999. This substantial decrease was due to
financial problems in the hotel property acquired in October, 1997 and a
modification it to its percentage rent calculation with respect to its other
three hotels which eliminated any percentage rent in the June 30, 1999 period.
The Company is negotiating a settlement with the Lender on the financially
troubled hotel and does note expect to recover any of the potential rental
income loss associated with this hotel.
Other Revenues and Expenses:
The Company continued to receive interest income on its remaining real
estate loans and cash deposits. The amount received was $39,659 and $106,329
for June 30, 1999 and June 30, 1998, respectively.
The Company disposed of a rental property on March 31, 1998 at a gain of
$81,884.
The Company had a $32,718 decrease in general and administrative
expenses for the six months ended June 30, 1999 compared to June 30, 1998.
Interest expense increased by $99,183 from $1,265,316 at June 30, 1998 to
$1,364,499 at June 30, 1999. This increase was due to the additional interest
expense attributable to the acquisition of a mix-use property in February, 1998
and interest expenses related to certain development projects.
The Company recovered losses previously reserved related to the Company's
former loan portfolio in the amount of $716,058 for June 30, 1998. The Company
had no recoveries in 1999.
Liquidity and Capital Resources:
The Company had a deficit in cash flow from both the operating and
investing activities which represented the payment of Company liabilities and
the acquisition of additional real estate assets.
The Company had an increase in cash flows from financing activities
related to the debt financing of the acquisition of additional real estate
assets.
Funds from Operations:
FFO is defined by the National Association of Real Estate Investment
Trusts ("NAREIT") as net income (loss) (computed in accordance with generally
accepted accounting principles) excluding gains (or losses) from debt
restructuring and sales of property, and distributions in excess of earnings
allocated to Minority Interest, plus depreciation/amortization of assets
unique to the real estate industry. Depreciation/amortization of assets not
unique to the industry, such as amortization of deferred financing costs and
non-real estate assets, is not added back. FFO does not represent cash flow
from operating activities in accordance with generally accepted accounting
principles (which, unlike FFO, generally reflects all cash effects of
transactions and other events in the determination of net income) and should
not be considered an alternative to net income as an indication of the
Company's performance or to cash flow as a measure of liquidity or ability to
make distributions. The Company considers FFO a meaningful, additional
measure of operating performance because it primarily excludes the assumption
that the value of real estate assets diminishes predictably over time, and
because industry analysts have accepted it as a performance measure.
Comparison of the Company's presentation of FFO, using the NAREIT definition,
to similarly title measures for other REITs may not necessarily be meaningful
due to possible differences in the application of the NAREIT definition used
by such REITs.
The following reflects the FFO of the Company for the periods ended
June 30, 1999 and 1998.
June 30, 1999 June 30, 1998
Net income (loss) $(589,342) $ 448,307
Add partnership interest 6,450
Add minority interest (5,403) 6,985
Less Partnership
Investment income (3,011)
--------- ---------
Income before minority interest $(597,756) $ 461,742
Add depreciation and amortization
of real estate assets 623,417 663,334
Less Non-Recurring Items:
Accrued interest expense
Foregone on converted
Debentures (31,828)
Gain on sale of assets -- (81,884)
--------- -----------
Funds from operations $ (6,167) $ 1,043,192
======== ==========
SIGNATURES
Pursuant to the requirements to 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.
Dated: August 15, 1999
MASTER REALTY PROPERTIES, INC.
By: /S/ John J. Bennett, Chairman
(Principal Executive Officer)
By: /S/ Thomas H. Trabon, Executive Vice President
and Chief Financial Officer
