SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ X ] SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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 No. 1-12412
---------------------------
ARBOR PROPERTY TRUST
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 23-2740383
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 800, One Tower Bridge, W. Conshohocken, PA 19428
------------------------------------------------- ---------
(Address of principal executive offices) (Zip code)
(610) 941-2933
---------------------------------------------------
(Registrant's telephone number, including area code)
(Former name of registrant if changed since last report)
Indicate by checkmark 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
---------- ------------
APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
FIVE YEARS:
Indicate by checkmark whether the Registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes _______ No _______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: 12,168,691 shares as of August
12, 1996.
<PAGE>
ARBOR PROPERTY TRUST
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1996
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995 3
Condensed Consolidated Statements of Operations for the three and
six month periods ended June 30, 1996 and June 30, 1995 4
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1996 and June 30, 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
PART II - OTHER INFORMATION
Items 1 through 6. 11
SIGNATURES 12
2
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investment in property, at cost:
Land $ 30,295 $ 30,295
Buildings and improvements 140,162 140,022
Capitalized lease 7,125 7,125
Personal property 1,175 1,175
--------- ---------
178,757 178,617
Less accumulated depreciation 33,021 30,890
--------- ---------
145,736 147,727
Tenant security deposits 640 625
Cash and short-term investments -- --
Accounts receivable (net of allowance for doubtful
accounts of $310 and $129, respectively) 7,695 9,131
Other assets, net 3,988 5,109
--------- ---------
TOTAL ASSETS $ 158,059 $ 162,592
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Collateralized floating rate notes (net
of unamortized discounts of $50 and $62, respectively) $ 117,950 $ 117,938
Distributions payable 2,130 2,129
Obligation under capitalized lease 7,008 7,001
Note payable to bank 6,390 6,900
Accounts payable and other liabilities 3,760 4,244
--------- ---------
137,238 138,212
--------- ---------
Commitments and Contingencies:
Shareholders' Equity:
Shares of beneficial interest, without par value:
Authorized: 5,000,000 preferred shares,
45,000,000 common shares, and 50,000,000
excess shares;
Issued and outstanding: 12,168,691 and 12,164,218
common shares, respectively 118,027 117,991
Distributions in excess of accumulated
earnings (97,206) (93,611)
--------- ---------
20,821 24,380
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 158,059 $ 162,592
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except shares and per share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues from rental operations $ 4,741 $ 5,727 $ 10,132 $ 10,947
Operating expenses, net of tenant
reimbursements (including fees to
affiliate of $100 and $95 for the
three months, and $187 and $188
for the six months, ending
June 30, 1996 and 1995, respectively) 498 466 744 824
Provisions for doubtful accounts 57 3 177 10
Depreciation and amortization 1,122 1,092 2,227 2,176
------------ ------------ ------------ ------------
Income from rental operations 3,064 4,166 6,984 7,937
Interest expense (includes amortization) 2,735 2,597 5,386 5,322
Other expenses, net of interest income 473 631 917 1,375
------------ ------------ ------------ ------------
Net income (loss) ($ 144) $ 938 $ 681 $ 1,240
============ ============ ============ ============
Income (loss) per weighted average share:
Net income (loss) ($ .01) $ .08 $ .06 $ .10
============ ============ ============ ============
Weighted average number
of shares outstanding 12,168,691 12,145,570 12,167,560 12,125,320
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six months ended
June 30,
----------------
1996 1995
---- -----
Cash flows from operating activities:
Net income $ 681 $ 1,240
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for doubtful accounts 177 10
Depreciation and amortization 2,227 2,176
Amortization of deferred financing costs 618 596
Amortization of floating rate notes discount 12 12
Changes in assets and liabilities:
Increase in accrued rent receivable (276) (483)
Decrease in accounts receivable, other assets
and tenant security deposits 1,922 267
Decrease in accounts payable
and other liabilities (484) (13)
------- -------
Net cash provided by operating activities 4,877 3,805
------- -------
Cash flows from investing activities:
Additions to buildings and improvements
and personal property, (140) (591)
Construction expenditures -- (45)
------- -------
Net cash used in investing activities (140) (636)
------- -------
Cash flows from financing activities:
Distributions paid (4,258) (5,445)
Proceeds from dividend reinvestment 31 676
Borrowing (repayments) under bank line of credit, net (510) 1,600
------- -------
Net cash used in financing activities (4,737) (3,169)
------- -------
Decrease in cash and
short-term investments 0 0
Cash and short-term investments,
beginning of period 0 0
------- -------
Cash and short-term investments,
end of period $ 0 $ 0
======= =======
Supplemental disclosure of cash flow information:
Interest paid $ 4,388 $ 4,301
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
ARBOR PROPERTY TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Arbor Property Trust (the "Trust"), formed on September 8, 1993
as a Delaware business trust, has an indefinite life and has
elected real estate investment trust ("REIT") status under the
Internal Revenue Code of 1986, as amended, with the filing of
its Federal Income Tax Return for the year ended December 31,
1994. On February 28, 1994, EQK Green Acres, L.P. (the
"Partnership") merged with and into Green Acres Mall Corp., a
wholly-owned subsidiary of the Trust (the "Merger"). Prior to
February 28, 1994, the Trust did not have significant
operations. On April 17, 1996, the Trust formed APT, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Trust
("APTI"). In addition, on April 17, 1996, APTI and the Trust
formed Arbor Property, L.P. ("APLP"), a Delaware limited
partnership of which APTI is the general partner and the Trust
is the limited partner, and APTI and APLP in turn formed Green
Acres Mall L.L.C. ("GAMLLC"), a Delaware limited liability
company of which APTI and APLP are the only members. On April
30, 1996, the Trust caused the merger of Green Acres Mall Corp.
with and into GAMLLC, which was the surviving entity of such
merger. The Trust and the Partnership are interchangeably
referred to herein as the "Company".
The condensed consolidated financial statements have been
prepared by the Company, without audit, pursuant to the rules
and regulations of the United States Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate
to make the information presented not misleading. The condensed
consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and related
notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
The condensed consolidated financial statements include the
accounts of the Trust and GAMLLC, which is indirectly wholly
owned by the Company, and all other subsidiary entities of the
Company. All significant intercompany transactions and balances
have been eliminated.
In the opinion of the Company all adjustments, which include
only normal recurring adjustments necessary to present fairly
its consolidated financial position as of June 30, 1996, its
results of condensed consolidated operations for the three and
six month periods ended June 30, 1996 and 1995 and its condensed
consolidated cash flows for the six month periods ended June 30,
1996 and 1995, have been included in the accompanying unaudited
condensed consolidated financial statements.
NOTE 2. ADVISORY AND MANAGEMENT AGREEMENTS
The Company had entered into a property management agreement
with Compass Retail, Inc. ("Compass"), a subsidiary of Equitable
Real Estate, effective January 1, 1991. Pursuant to this
agreement, property management fees were based on 4% of net
rental and service income collected from tenants. In connection
with the February 28, 1994 Merger discussed in Note 1, the
agreement with Compass was amended and restated to extend its
termination date by two years to August 31, 1998, and to limit
Compass' scope of responsibilities primarily to accounting and
financial services currently provided in connection with the
operations of the Property. Compass' compensation was reduced on
March 1, 1994 from 4% to 2% of net rental and service income
collected from tenants. For the six months ended June 30, 1996
and 1995, management fees earned by Compass were $187,000 and
$188,000, respectively. The amount of such fees for the three
months ended June 30, 1996 and 1995 were $100,000 and $95,000,
respectively.
6
<PAGE>
NOTE 3. DISTRIBUTIONS
On May 15, 1996, the Trust made a distribution of $.175 per
Common Share (an aggregate of $2,130,000 to its shareholders).
In addition, a distribution in the amount of $.175 per share has
been declared for payment on August 15, 1996 to the shareholders
of record on June 30, 1996.
NOTE 4. DEBT FINANCING
The Company's floating rate notes are due August 19, 1998 and
are collateralized by a first mortgage on substantially all of
the real property comprising Green Acres Mall and a first
leasehold mortgage on the Plaza. In connection with the
refinancing of the Company's outstanding debt obligations in
August 1993, the Company acquired an interest rate cap which
provides that the effective interest rate applicable to the
$118,000,000 face value of the notes will not exceed 9% per
annum through their maturity date. Should such debt's interest
rate rise above 9%, the Company would record amounts receivable
from the counter-party as a reduction to interest expense. In
May 1995, to eliminate the risk of increases in the LIBOR rate
the Company entered into a swap transaction with Goldman Sachs
Capital Markets, L.P. which fixed the interest rate on the
Floating Rate Notes for the period of August 12, 1995 through
August 12, 1996 at 6.87%. The Company is exposed to certain
losses in the unlikely event of non-performance by the
counter-parties to the interest rate cap and the interest rate
swap. The floating rate notes bear interest at a rate equal to
78 basis points in excess of the three-month LIBOR, which is
payable on a quarterly basis from November 12, 1993. The
interest rate is subject to reset on such interest payment
dates. The interest rates, with the effect of the interest rate
swap, at June 30, 1996 and December 31, 1995 were 6.87% and
6.87%, respectively. The weighted average interest rates for the
six month periods ended June 30, 1996 and 1995 were 6.87% and
6.87%, respectively.
On August 19, 1993, the Company also obtained an unsecured
revolving credit facility in the amount of $3,400,000 with
interest of 1% over the lender's prime rate. The amount
available under this loan was increased to $5,900,000 in August
1994 and to $6,900,000 in April 1995. The loan has an optional
LIBOR plus 250 basis point rate option and a maturity of
December 31, 1996. On June 30, 1996 and December 31, 1995, the
interest rates for this facility were 7.96% and 8.375%,
respectively. For the six months ended June 30, 1996 and 1995
the weighted average interest rates under this facility were
7.88% and 9.91%, respectively. Subsequent to June 30, 1996 the
Company paid down $985,000 under this facility.
NOTE 5. RESTATEMENT OF JUNE 30, 1996 FINANCIAL STATEMENTS
In May 1996, management billed to tenants certain reimbursable
expenses for 1995 and 1994. During the third quarter of 1996,
management discovered the effects of these billings were not
properly reflected in the June 30, 1996 financial statements.
The effect was to reduce previously reported revenues from
rental operations from $5,591,000 to $4,741,000 for the three
month period and from $10,982,000 to $10,132,000 for the six
month period ended June 30, 1996, respectively. Accordingly, net
income and earnings per share for the three and six month
periods ended June 30, 1996 were reduced from $706,000 ($.06 per
share) and $1,531,000 ($.13 per share) to a net loss of $144,000
($.01 per share) and a net income of $681,000 ($.06 per share),
respectively.
7
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Recent Developments
On June 14, 1996, the Company executed a letter of intent with DeBartolo Realty
Partnership, L.P. ("DRP") pursuant to which DRP (or an affiliate thereof) was to
acquire an interest in a partnership (the "Partnership") formed to indirectly
own the Company's sole real estate asset, the Green Acres Mall complex (the
"Mall") in Valley Stream, Long Island, New York. DRP was to contribute to the
Partnership cash in the amount of $10 million over an 18-month period. As a
result of DRP's $10 million investment, it was to hold approximately a 10%
interest in the Partnership. The Company would be the managing general partner
of the Partnership and continue to manage the business affairs of the
Partnership subject to certain consent rights of DRP and DRP would assume
management, leasing and development responsibility for the Mall. The letter of
intent contemplated certain first offer and similar rights with respect to the
sale of the Mall or interests therein.
On July 18, 1996, the Company terminated negotiations with DRP regarding the
transaction contemplated by such letter of intent, because of recent repeal of
the New York State Realty Gains Tax had eliminated the basis of the proposed
transaction. At such time, the Board of Directors of the Company authorized
management to continue to pursue means of enhancing the profitability of the
Company and to implement a merger or sale strategy as soon as the currently
unsettled retail environment in the United States became normalized.
Cash Flows from Operating, Investing, and Financing Activities
Cash flows from operating activities for the six month periods ended June 30,
1996 and 1995 were $4,877,000 and $3,805,000, respectively. This increase is
primarily a result of: (a) a decrease in headquarter staff instituted in the
first half of 1995, (b) a decrease in accounts receivable and other assets which
was slightly offset by a decrease in accounts payable and other liabilities.
Investing activities consumed $496,000 less cash resources for the six month
period ended June 30, 1996 compared to the same period in 1995. This reduction
is a result of decreased capital expenditures (principally tenant improvement
allowances) in 1996 as compared to the same period in 1995.
Cash flows used in financing activities were $4,737,000 and $3,169,000 for the
six month periods ended June 30, 1996 and 1995, respectively. Distributions paid
by the Company in 1996 decreased by $1,187,000 as a result of the reduction in
the quarterly dividend rate to $.175 per Common Share, effective with the
dividend declared March 31, 1995, from $.275 per Common Share which was
partially offset by a decrease in proceeds from dividend reinvestment of
$645,000. For the period May 1994 through February 1995, the dividends from the
Common Shares which were issued in respect of the Special General Partner's
residual interest in the Company's predecessor and the termination of the
Advisory Agreement were obligated to be reinvested in the Company through a
dividend reinvestment plan in newly issued Common Shares. After February 1995,
no shareholders were obligated to participate in the dividend reinvestment
program. During the first half of 1996 the Company repaid to the bank a net of
$510,000 under the line of credit facility in comparison to the $1,600,000
increase in borrowing for the same period in 1995.
8
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of the Six Month and Three Month Periods Ended June 30, 1996 and 1995
For the six month period ended June 30, 1996, the Company reported net income of
$681,000 or $.06 per weighted average Common Share, compared with a net income
of $1,240,000 or $.10 per weighted average Common Share for the comparable
period in 1995. For the three months ended June 30, 1996, the Company had a net
loss of $144,000 or $.01 per weighted average Common Share, compared to net
income of $938,000 or $.08 per weighted average Common Share for the second
quarter in 1995.
For the three and six month periods ended June 30, 1996, revenues from rental
operations were $986,000, or 17%, and $815,000, or 7%, lower than the comparable
period in 1995. These decreases are attributable to the reduction in income
resulting from the averaging of rents and, importantly, to changes in accruals
with regard to utility revenue. For the second quarter ended June 30, 1996
(included in the six months), revenues from rental operations attributable to
utility revenue were retroactively adjusted downward by $850,000, of which
$480,000 related to years prior to 1996 and the balance related to 1996. (See
Note 5 to the accompanying Condensed Consolidated Financial Statements.)
Net operating expenses decreased $80,000 and increased $32,000 for the six and
three month periods ended June 30, 1996, respectively, as compared to the same
period in 1995. The decrease for the six month period is a result of an increase
in non-reimbursable expenses offset by a slight increase in tenant
reimbursements as a result of the stabilized occupancy in 1996 as compared to
1995. Commencing in late 1995 and into January 1996, the Company had extensive
negotiations with the labor union which represented the maintenance and security
staffs at the mall. In an effort to remain competitive with the surrounding
shopping centers on Long Island, the Company was negotiating for a lower labor
cost. The Company and the union were unable to come to an agreement. The Company
then contracted with outside agencies to perform these functions at a
substantial savings. Based upon the existing contract rates, the lower labor
costs are projected to save the tenants $1.02 per square foot in common area
maintenance on an annual basis.
Other expenses decreased $458,000 primarily resulting from a decrease in
headquarters staff in the first half of 1995.
Liquidity and Capital Resources
Management believes that Funds from Operations is the most significant factor
measuring real estate performance and that it represents an indicator of the
Company's ability to make cash distributions. The Company defines "Funds from
Operations" as net income before depreciation and the amortization of the excess
of financing costs incurred in 1993 over currently estimated refinancing costs.
Funds from Operations, however, does not equate with net income or cash flows
from operating activities as defined by generally accepted accounting principles
and is not necessarily indicative of cash available to fund all cash flow needs.
Furthermore, Funds from Operations should not be considered as an alternative to
net income as an indicator of the Company's operating performance or to cash
flows from operating activities as a measure of liquidity. For the six months
ended June 30, 1996 and 1995, the amortization of financing costs incurred in
1993 in excess of estimated refinancing costs ($250,000) amounted to $370,000.
9
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table sets forth Funds from Operations and cash provided by
operating activities of the Company for the six month periods indicated:
Cash Provided
Funds From By Operating
Operations Activities
----------- -------------
Period ended June 30, 1996 $ 3,758,000 $ 4,877,000
Period ended June 30, 1995 $ 3,666,000 $ 3,805,000
The Company's commitment to an annual dividend rate of $.70 per Common Share,
and the general concern that interest rates could continue to rise, led to the
Company fixing the interest rate on the floating rate notes at an all-in cost of
6.87% for a one year period ending August 12, 1996. With the stabilization of
the interest rate, as well as the anticipated improvement in the operating
performance resulting from the remerchandising program, the Company anticipates
funds from operations to support such dividend distributions.
The Company's cash position fluctuates considerably during the course of the
year, particularly as a consequence of the periodic expenditures for quarterly
real estate taxes, quarterly interest payments and quarterly dividend
distributions, all of which occur during the months of February, May, August and
November. To accommodate such peak cash requirements, the Company has a
$6,900,000 revolving credit facility with $1,495,000 available to be borrowed as
of August 12, 1996.
10
<PAGE>
ARBOR PROPERTY TRUST
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
None
11
<PAGE>
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.
Date: November 21, 1996 ARBOR PROPERTY TRUST
By: /s/ Myles H. Tanenbaum
-------------------------
Myles H. Tanenbaum
President
(Principal Executive and
Financial Officer)
By: /s/ Dennis J. Harkins
--------------------------
Dennis J. Harkins
Treasurer and Controller
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 7,695
<ALLOWANCES> 310
<INVENTORY> 0
<CURRENT-ASSETS> 12,323
<PP&E> 178,757
<DEPRECIATION> 33,021
<TOTAL-ASSETS> 158,059
<CURRENT-LIABILITIES> 12,280
<BONDS> 118,027
0
0
<COMMON> 117,950
<OTHER-SE> (97,206)
<TOTAL-LIABILITY-AND-EQUITY> 158,059
<SALES> 0
<TOTAL-REVENUES> 10,132
<CGS> 0
<TOTAL-COSTS> 3,148
<OTHER-EXPENSES> 917
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,386
<INCOME-PRETAX> 681
<INCOME-TAX> 0
<INCOME-CONTINUING> 681
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 681
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
