<PAGE>
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ 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
Commission File Number: 1-12286
MID-ATLANTIC REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 52-1832411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1302 Concourse Drive, Suite 204, Linthicum 21090
(Address of principal executive offices) (Zip Code)
(410) 684-2000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
8,024,705 Common Shares were outstanding as of April 17, 1997.
<PAGE> 1
MID-ATLANTIC REALTY TRUST
AND SUBSIDIARIES
Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Item 2. CHANGES IN SECURITIES
Item 3. DEFAULTS UPON SENIOR SECURITIES
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 5. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
<PAGE> 2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
MID-ATLANTIC REALTY TRUST
Consolidated Balance Sheets
<TABLE>
<CAPTION>
As of
March 31, December 31,
1997 1996
(UNAUDITED)
<S> <C> <C>
ASSETS
Properties:
Operating properties................$ 200,025,460 200,563,845
Less accumulated depreciation and
amortization ................... 43,752,055 42,702,472
------------- -------------
156,273,405 157,861,373
Development operations ............. 4,721,736 2,866,625
Property held for development or sale 6,828,311 6,828,311
------------ -------------
165,343,321 174,391,748
Cash and cash equivalents ........... 1,118,401 1,013,838
Notes and accounts
receivable - tenants and other...... 733,282 1,373,113
Prepaid expenses and deposits ....... 385,207 896,798
Deferred financing costs ............. 2,089,145 2,438,183
------------ -------------
$ 172,149,487 173,278,241
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses$ 3,538,687 4,518,588
Notes payable ....................... 17,500,000 16,400,000
Mortgages payable ................... 70,000,160 70,210,495
Convertible subordinated debentures.. 39,534,000 47,195,000
Deferred income...................... 896,394 984,261
Minority interest in
consolidated joint ventures ....... 2,873,788 3,158,595
------------ -------------
134,343,029 142,466,939
Shareholders' Equity:
Preferred shares of beneficial interest,
$.01 par value, authorized 2,000,000 shares,
issued and outstanding, none ..... - -
Common shares of beneficial interest,
$.01 par value, authorized
100,000,000, issued
and outstanding, 7,954,707 and
7,225,103, respectively .......... 79,547 72,251
Additional paid-in capital.......... 60,036,933 52,635,713
Distributions in excess of accumulated
earnings .................... (22,310,022) (21,896,662)
------------ ------------
37,806,458 30,811,302
------------ ------------
$172,149,487 173,278,241
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
<PAGE>
MID-ATLANTIC REALTY TRUST
Consolidated Statements of Operations
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
REVENUES:
Rentals ............................$ 6,945,245 6,443,485
Tenant recovery .................... 1,201,912 1,203,437
Other .............................. 57,611 259,798
------------ -----------
8,204,768 7,906,720
COSTS AND EXPENSES:
Interest .......................... 2,776,041 3,165,836
Depreciation and amortization
of property and improvements ..... 1,393,993 1,333,933
Operating ......................... 2,118,187 2,045,412
General and administrative ......... 572,654 470,766
------------ -----------
6,860,875 7,015,947
EARNINGS FROM OPERATIONS
BEFORE MINORITY INTEREST .......... 1,343,893 890,773
Minority interest expense ............ (67,273) (178,968)
------------ -----------
EARNINGS FROM OPERATIONS ............ 1,276,620 711,805
Gain on properties ................... 75,173 521,716
------------ -----------
NET EARNINGS .........................$ 1,3517931 1,233,521
============ ===========
NET EARNINGS PER SHARE ...............$ 0.18 0.20
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
<PAGE>
MID-ATLANTIC REALTY TRUST
Consolidated Statements of Cash Flows
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings .......................$ 1,351,793 1,233,521
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization .... 1,393,993 1,333,933
Gain on properties ............... (75,173) (521,716)
Minority interest in earnings, net 67,273 178,968
Changes in operating assets and liabilities:
Decrease in operating assets .... 1,151,422 404,164
Decrease in operating
liabilities .................... (1,067,768) (1,986,260)
------------ -----------
Total adjustments ............ (1,469 747) (590,911)
------------ ----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES ......................... 2,821,540 642,610
Cash flows from investing activities:
Additions to properties ............ (2,445,066) (1,167,820)
Proceeds from sales of properties... 934,276 9,404,030
Receipts from minority partners .... 17,607 25,500
Payments to minority partners ...... (444,860) (206,246)
------------ ------------
NET CASH (USED IN) PROVIDED BY INVESTING
ACTIVITIES ........................ (1,938,043) 8,055,464
------------ ------------
Cash flows from financing activities:
Proceeds from notes payable ....... 8,800,000 19,180,565
Principle payments on notes payable (7,700,000) (29,110,708)
Proceeds from mortgages payable .... - 18,900,000
Principal payments on mortgages
payable .......................... (210,335) (5,587,780)
Proceeds from construction loan
payable .......................... - 194,222
Principle payments on construction loan
payable .......................... - (10,293,732)
Additions to deferred finance costs (11,501) (175,897)
Amortization of deferred finance costs 108,227 140,167
Shares purchased ................... (172) (19,154)
Dividends paid .................... (1,765,153) (1,384,954)
------------ -----------
NET CASH USED IN FINANCING
ACTIVITIES ................. (778,934) (8,157,271)
NET INCREASE IN CASH
AND CASH EQUIVALENTS ............... 104,563 540,803
CASH AND CASH EQUIVALENTS,
beginning of period ................ 1,013,838 514,386
------------ ------------
CASH AND
CASH EQUIVALENTS, end of period ...$ 1,118,401 1,055,189
</TABLE>
In the first quarter of 1997, $7,661,000 in convertible debentures were
converted to 729,604 common shares of beneficial interest decreasing
convertible subordinated debentures by $7,661,000, decreasing deferred
financing costs by $252,312 and increasing shareholders' equity by
$7,408,688. In the first quarter of 1996, $217,000 in convertible
debentures were converted to 20,665 common shares of beneficial interest
decreasing convertible subordinated debentures by $217,000, decreasing
deferred financing costs by $8,278 and increasing shareholders' equity
by $208,722.
During the three month periods ended March 31, 1997 and 1996, $24,872 and
$35,823, respectively, in interest costs were capitalized as construction
period interest in development operations.
See accompanying notes to consolidated financial statements.
<PAGE> 5<PAGE>
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements
(UNAUDITED)
ORGANIZATION
Mid-Atlantic Realty Trust (the "Company", or "MART") was formed on June
29, 1993 and commenced operations effective with the completion of its initial
public share offering on September 11, 1993. The Company is the successor to
the operations of BTR Realty, Inc. (the predecessor to the Company), (BTR), and
qualifies as a real estate investment trust (REIT) for Federal income tax
purposes.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of March 31, 1997 and the consolidated
statements of operations for the Company for the three month periods ended
March 31, 1997 and March 31, 1996 and the consolidated statements of cash
flows for the periods ended March 31, 1997 and March 31, 1996, have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, the results of operations have
been included. The results of operations for the period ended March
31, 1997 are not necessarily indicative of the operating results for the
full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements
and notes thereto included in the Mid-Atlantic Realty Trust December 31, 1996
Annual Report to Shareholders.
Certain amounts for 1996 have been reclassified to conform to 1997
presentation.
TENANT RECOVERY REVENUES
Effective January 1, 1997 the Company changed its reporting of tenant expense
recoveries. During the year ended December 31, 1996 and previously, tenant
expense recoveries were reported in the operating expense line in the
consolidated statements of operations. Manangement believes reporting tenant
expense recoveries separately as a component of revenue will provide a better
presentation of revenues and expenses. The comparative prior period revenue
and operating expense line items have been reclassified to reflect this
change.
NET EARNINGS PER SHARE
Primary net earnings per common share was computed by dividing net earnings
by the weighted average number of common share and common share equivalents
outstanding for each period. The weighted average number of common shares
and common share equivalents for the three month periods ended March 31,
1997 and March 31, 1996 was 7,447,502 and 6,025,489, respectively.
CONVERTIBLE SUBORDINATED DEBENTURES
The Company sold $60,000,000 in convertible subordinated debentures in
September, 1993. During the three months ended March 31, 1997, $7,661,000 in
debentures were converted to 729,604 common shares of beneficial interest.
The balance of the debentures, of $39,534,000, convertible at $10.50 per
share, if fully converted, would produce an additional 3,765,143 shares.
During the period April 1, 1997 thru April 17, 1997 and additional $735,000
in debentures were converted to 69,998 common shares of beneficial interest
reducing the balance of the debentures to $38,799,000.
MART INCENTIVE STOCK OPTION PLANS
MART has an Omnibus Share Plan, (Plan), under which trustees, officers and
employees may be granted awards of stock options, stock appreciation rights,
performance shares and restricted stock. The purpose of the Plan is to
provide equity-based incentive compensation based on long-term appreciation
in value of MART's shares and to promote the interests of MART and its
shareholders by encouraging greater management ownership of MART's shares.
Pursuant to the Plan, the Company authorized on February 1, 1994 the
availability of 300,000 shares for the Plan. Upon inception at February 1,
1994, trustees, officers and key employees were granted 256,000 stock
options. During 1995 additional grants and cancellations of stock options
totaled 1,332 and 3,000, respectively. The outstanding stock options at
March 31, 1997, totaling 254,332, allow holders to purchase one share of
MART stock for $10.50 per share. All outstanding stock options were vested
and exercisable at March 31, 1997. The closing price of MART shares at
March 31, 1997 was $11.00 per share. No options were exercised during the
period ended March 31, 1997 and, based on the market value of MART shares,
the options, if exercised, would be dilutive producing 14,184 in additional
weighted average shares for the period ended March 31, 1997.
On September 14, 1995, the Company authorized the availability of 180,000
shares for a new plan, the 1995 Stock Option Plan(New Plan). The New Plan
granted options to purchase a number of shares equal to approximately 56% of
the number awarded under the Plan, or 141,300. As options vest, they are
priced at the market price on the close of business at that date. One third
of the stock options, or 47,100, vested on September 30, 1995, exercisable at
$8.9375 per share. An additional third of the options, or 47,100, vested on
September 30, 1996, exercisable at $9.75 per share. The balance of the
options will vest on September 30, 1997, to be priced at the market price on
the close of business at that date. No options have been exercised and,
based on the market value of MART shares, the options, if exercised,
would be dilutive producing 11,561 in additional weighted average shares for
the period ended March 31, 1997.
CONTINUED
<PAGE> 6
<PAGE>
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements - Continued
(UNAUDITED)
ACQUISTION OF OUTSTANDING SHARES
On February 14, 1995, the MART Board of Trustees approved a stock
repurchase plan which authorizes the repurchase of up to approximately
310,000 shares. The Company purchased 277,200 shares during the year ended
December 31, 1995 for $2,234,616, at an average cost of $8.06 per share.
On February 12, 1996 the MART Board of Trustees increased by 100,000 the
authorized number of shares that may be repurchased up to 410,000. During
the year ended December 31, 1996 the Company purchased an additional
8,618 shares at an average cost of $9.45 per share. Under the plan, no shares
were purchased during the period ended March 31, 1997.
During the period ended March 31, 1997, $172 in fractional shares totaling 15
shares were purchased as a result of the debenture conversions during the
period.
SHAREHOLDERS' EQUITY
During the three months ended March 31, 1996, shareholders' equity
changed for the following items:
- Net earnings of $1,351,793
- Dividend paid by MART of $1,765,153
- Fractional shares purchased by MART of $172 due to
the conversion of debentures
- Common shares and additional paid-in capital
increased by $7,408,688 due to conversion of
$7,661,000 in debentures
PORTFOLIO TRANSACTION
In April, 1997 the Company entered into an agreement to acquire a portfolio
of properties from partnerships controlled by the Pechter family in exchange
for limited partnership interests in a to-be-formed partnership which will
own both the acquired properties and the Company's existing properties. Under
the terms of the agreement, the Company may acquire between nine and eleven
properties with an aggregate of approximately 1.1 million square feet of
space. The properties consist primarily of shopping centers in the Baltimore
metropolitan area. The purchase price, over and above the $85 million in
debt to be assumed, will be paid in 3.4 million operating partnership units
of the to-be-formed MART umbrella partnership real estate investment trust, or
UPREIT. The parties have valued the operating partnership units at $13 per
unit for this transaction. The acquisition is expected to close before June
30, 1997; however, the transaction is conditional upon completion of due
diligence by the Company and various other closing conditions and,
accordingly, there can be no assurance that it will be consummated.
<PAGE> 7
<PAGE>
Part I. FINANCIAL INFORMATION
Item 2.
MID-ATLANTIC REALTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion compares the Company's results of operations for
the three months ended March 31, 1997, with those for the three month ended
March 31, 1996.
Comparison of three months ended March 31, 1997 to three months ended March
31, 1996
Rental revenues increased by $502,000 or 8% to $6,945,000 for the three
months ended March 31, 1997 from $6,443,000 for the three months ended March
31, 1996. Owings Mills New Town shopping center and the redevelopment of
Harford Mall Annex and York Road Plaza contributed $393,000 in additional
revenues for the period. Occupancy and rental rate increases contributed
approximately $260,000. The increases were partly offset by $67,000 in
rental revenue decreases attributable to the sales in January, 1996 of the
Dolton bowling center and the Park Sedona shopping center, the sale in May,
1996 of the Dobson-Guadalupe shopping center and the sale in September, 1996
of the Chandler shopping center. In addition, $84,000 in rental decreases
were primarily related to vacancies and lower percentage rents.
Tenant recovery revenues decreased by $2,000 to $1,202,000 from $1,204,000.
The decrease was primarily related to lower than anticipated recoveries at
certain properties due to vacancies, partly offset by increased tenant
recoveries due to occupancy increases and from the redevelopment of Harford
Mall Annex and York Road Plaza and Owings Mills New Town shopping center.
Other revenues decreased by $202,000 to $58,000 from $260,000 primarily
due to lower interest income on partner notes receivable exchanged in July,
1996 for additional partnership interests in several properties.
As a result of the above changes total revenues increased by $298,000 to
$8,205,000 from $7,907,000.
Interest expense decreased by $390,000 to $2,776,000 from $3,166,000
primarily due to the conversion of debentures, $334,000, and lower interest
rates on loans for Columbia and Colonie shopping centers.
Depreciation and amortization increased by $60,000 to $1,394,000 from
$1,334,000 primarily due to depreciation related to the Harford Mall Annex,
York Road Plaza and Owings Mills New Town shopping center.
Operating expenses increased by $73,000 to $2,118,000 from $2,045,000
primarily due to Owings Mills New Town shopping center, Harford Mall Annex
and York Road Plaza, partly offset by reduced operating expenses related to
property sales and lower snow removal costs.
General and administrative expenses increased by $102,000 to $573,000 from
$471,000 due primarily to increased incentive compensation.
Minority interest expense decreased by $112,000 to $67,000 from $179,000
due primarily to the acquisition of minority partnership interests in 1996.
For the three months ended March 31, 1997, earnings from operations increased
by $565,000 to $1,277,000 from $712,000. MART also recognized a had a gain on
properties of $75,000, (net of minority interest of $75,000). The gain on
properties, when combined with earnings from operations, resulted in net
earnings of $1,352,000 for the period. For the three months ended March 31,
1996, MART had a gain on properties of $522,000, which when combined with
earnings from operations, resulted in net earnings of $1,234,000 for the
period.
Cash Flow Comparison
The following discussion compares the statement of cash flows information for
1997 with the information for 1996.
Net cash flow provided by operating activities was $2,822,000 and $643,000 in
the three months ended 1997 and 1996, respectively. The changes in cash
provided by operating activities were due primarily to the factors discussed
above in the comparisons of operating results. The level of net cash provided
by operating activities is also affected by the timing of receipt of revenues
and the payment of operating and interest expenses. In particular, net cash
provided by operating activities for 1997 was increased due to these factors.
Net cash flow from investing activities decreased by $9,993,000, to a net
cash flow used in investing activities of $1,938,000 in 1997 from a net cash
flow provided by investing activities of $8,055,000 in 1996. The decrease
was primarily a result of increased levels of acquisitions and additions to
properties in 1997 (primarily due to the Timonium Mall redevelopment project)
and a decrease in proceeds from sales of properties.
Net cash flow used in financing activities decreased by $7,378,000, to
$779,000 in 1997 from $8,157,000 in 1996. The decrease was primarily a
result of higher levels of principal paydowns in 1996 of $7,607,000, partly
offset by an increase in dividends paid of $380,000 in 1997.
<PAGE> 8<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings - In the ordinary course of business, the Company
is involved in legal proceedings. However, there are no material legal
proceedings pending against the Company.
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - The Annual
Meeting of Shareholders is to be held on May 9, 1997. At this time,
matters which appeared on the April 11, 1997 proxy statement will be
submitted for approval.
Item 5. Other Information -
Summary Financial Data
The following sets forth summary financial data which has been prepared
by the Company without audit. Management believes the following data should
be used as a supplement to the historical statements of operations. The data
should be read in conjunction with the historical financial statements and the
notes thereto for MART.
MID-ATLANTIC REALTY TRUST
Summary Financial Data
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
<S> <C> <C>
Revenues $8,205 $7,907
Net earnings $1,352 $1,234
Net earnings per share $0.18 $0.20
OTHER FINANCIAL DATA:
Funds from operations
(FFO) (1) - primary $2,671 $2,046
FFO - fully diluted (1) $3,554 $3,263
Weighted average number of
shares outstanding - primary 7,448 6,025
Weighted average number of shares
outstanding - fully diluted 11,746 11,717
SELECTED CASH FLOW DATA:
Net cash flow provided by
operating activities $2,822 643
Net cash flow (used in) provided
by investing activities ($1,938) 8,055
Net cash flow used in financing
activities ($779) (8,157)
RECONCILIATION OF NET EARNINGS TO FFO - PRIMARY:
Net earnings 1,352 1,234
Less: Non Recurring items -
Add: Depreciation &
amortization 1,394 1,334
Less: Gains on properties (75) (522)
---------- --------
(FFO)- primary 2,046 1,927
========= ========
</TABLE>
(1) Funds from operations as defined by the National Association of Real
Estate Investment Trusts, Inc. (NAREIT) - Funds from operations means net
income (computed in accordance with generally accepted accounting principles),
excluding cumulative effects of changes in accounting principles,
extraordinary or unusual items, and gains or losses from debt restructuring
and sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures. FFO does not
represent cash flows from operations as defined by generally accepted
accounting principles (GAAP). FFO is not indicative that cash flows are
adequate to fund all cash needs and is not to be considered as an alternative
to net income as defined by GAAP. The presentation of funds from operations
is not normally included in financial statements prepared in accordance
with GAAP.
Item 6. Exhibits and Reports on Form 8-K - None
Exhibit No. 27 - Financial Data Schedule
Filed thru EDGAR
<PAGE> 9
<PAGE>
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
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.
MID-ATLANTIC REALTY TRUST AND
SUBSIDIARIES
(Registrant)
Date 04/25/97 By: /s/ F. Patrick Hughes
F. Patrick Hughes
President
Principal Executive Officer
Date 04/25/97 By: /s/ Paul G. Bollinger
Paul G. Bollinger
Vice President and Controller
Principal Financial Officer
<PAGE> 10<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,118
<SECURITIES> 0
<RECEIVABLES> 733
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS><F1> 0
<PP&E> 167,823
<DEPRECIATION> 43,752
<TOTAL-ASSETS> 172,149
<CURRENT-LIABILITIES><F1> 0
<BONDS> 109,534
<COMMON> 80
0
0
<OTHER-SE> 37,727
<TOTAL-LIABILITY-AND-EQUITY> 172,149
<SALES> 0
<TOTAL-REVENUES> 8,205
<CGS> 0
<TOTAL-COSTS> 6,861
<OTHER-EXPENSES> 67
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,776
<INCOME-PRETAX> 1,352
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,352
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,352
<EPS-PRIMARY> .18
<EPS-DILUTED> .19
<FN>
<F1> Mid-Atlantic Realty Trust (MART) is in the specialized real estate
<F1> industry for which the current/noncurrent distinction is deemed in
<F1> practice to have little or no relevance. Therefore, MART prepares
<F1> unclassified balance sheets wlhich do not report current assets or
<F1> current liabilities.
</FN>
</TABLE>
