SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[ X ] SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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
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(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
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(Address of principal executive offices) (Zip code)
(610) 941-2933
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(Registrant's telephone number, including area code)
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(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: 12,286,860 shares as of May 10,
1997.
<PAGE>
ARBOR PROPERTY TRUST
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1997
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 3
Condensed Consolidated Statements of Operations for the three
month periods ended March 31, 1997 and March 31, 1996 4
Condensed Consolidated Statements of Cash Flows for the
three month periods ended March 31, 1997 and March 31, 1996 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. 10
SIGNATURES 11
EXHIBITS 12
</TABLE>
2
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
March 31, December 31
1997 1996
- -------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments in Green Acres Mall, at cost:
Land $30,295 $30,295
Buildings and improvements 140,456 140,448
Capitalized lease 7,125 7,125
Personal property 1,230 1,177
- -------------------------------------------------------------------------------------------------------
179,106 179,045
Less accumulated depreciation 36,197 35,159
- -------------------------------------------------------------------------------------------------------
142,909 143,886
Tenant security deposits & escrowed cash 719 599
Accounts receivable (net of allowances for
doubtful accounts of $273 and $527 respectively) 7,957 8,970
Other assets, net of accumulated amortization 3,001 3,902
- -------------------------------------------------------------------------------------------------------
TOTAL ASSETS $154,586 $157,357
=======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Collateralized floating rate notes (net of
unamortized discount of $33 and $39) $117,967 $117,961
Distributions payable 2,150 2,149
Obligation under capital lease 7,020 7,017
Note payable to bank 6,900 5,950
Accounts payable and other liabilities 3,392 6,156
Due to affiliates 0 33
- -------------------------------------------------------------------------------------------------------
137,429 139,266
- -------------------------------------------------------------------------------------------------------
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: 12,286,860
and 12,280,739 common shares 118,165 118,121
Distributions in excess of accumulated earnings (101,008) (100,030)
- -------------------------------------------------------------------------------------------------------
17,157 18,091
- -------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $154,586 $157,357
=======================================================================================================
</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 data)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Three months ended March 31,
1997 1996
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Revenues from rental operations $5,103 $5,028
Operating expense reimbursements 3,726 4,120
Other income, including interest income of $36 and $11 568 282
- -----------------------------------------------------------------------------------------------------------
Total Revenues 9,397 9,430
- -----------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Property operating expenses:
Real Estate Taxes 2,246 2,133
Utilities 383 337
Maintenance and Operating Expenses (including fees to
affiliates of $87 in 1996) 1,461 1,804
Provision for doubtful accounts 60 120
Depreciation and amortization 1,065 1,105
- -----------------------------------------------------------------------------------------------------------
Total Operating Expenses 5,215 5,499
- -----------------------------------------------------------------------------------------------------------
===========================================================================================================
Income from rental operations 4,182 3,931
===========================================================================================================
Interest expense (includes amortization of refinancing costs) 2,571 2,651
Other expenses 440 455
- -----------------------------------------------------------------------------------------------------------
Net income $1,171 $825
===========================================================================================================
- -----------------------------------------------------------------------------------------------------------
Net income per weighted average share: $0.10 $0.07
===========================================================================================================
Weighted average number of shares outstanding 12,283,800 12,166,430
===========================================================================================================
</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)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Three months ended March 31,
1997 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $1,171 $825
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for doubtful accounts 60 120
Depreciation and amortization 1,065 1,105
Amortization of deferred financing costs 294 304
Amortization of collateralized floating rate note discount 6 6
Changes in assets and liabilities:
Increase in accrued rent receivable (136) (116)
Decrease in accounts receivable, tenant
security deposits and escrowed cash and other assets 1,549 163
(Decrease) increase in accounts payable and
other liabilities and due to affiliates (2,793) 255
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,216 2,662
- --------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to buildings and improvements
and personal property (61) (14)
- --------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (61) (14)
- --------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Distributions paid (2,149) (2,129)
Proceeds from dividend reinvestment 44 31
Borrowings under bank line of credit 950 0
Repayment of bank line of credit 0 550
- --------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (1,155) (2,648)
- --------------------------------------------------------------------------------------------------------------------
Decrease in cash and short-term investments 0 0
Cash and short-term investments, beginning of year 0 0
- --------------------------------------------------------------------------------------------------------------------
Cash and short-term investments, end of year $0 $0
====================================================================================================================
Supplemental disclosure of cash flow information:
Interest Paid $1,894 $2,205
====== ======
</TABLE>
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 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 is 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,
1996.
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 March 31, 1997, its results of condensed consolidated
operations for the three month periods ended March 31, 1997 and 1996 and its
condensed consolidated cash flows for the three month periods ended March 31,
1997 and 1996 have been included in the accompanying unaudited condensed
consolidated financial statements.
Note 2: 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.
Compensation to Compass was reduced on March 1, 1994 from 4% to 2% of net rental
and service income collected from tenants. Effective December 31, 1996, the
agreement with Compass was terminated. For the three month period ended March
31, 1996, management fees earned by Compass were $87,000.
6
<PAGE>
Note 3: Distributions
On February 15, 1997, the Trust made a distribution of $.175 per Common
Share (an aggregate of $2,149,000) to its Shareholders. In the first quarter,
distributions totaling $44,000 were reinvested pursuant to the Company's
Dividend Reinvestment Plan and 6,121 Common Shares were issued under this Plan.
In addition, a distribution in the amount of $.175 per Common Share has been
declared for payment on May 15, 1997 to shareholders of record on March 31,
1997.
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. The
floating rate notes bear interest at a rate equal to 78 basis points in excess
of the three-month LIBOR (London Interbank Offered Rate), payable on a quarterly
basis from November 12, 1993 to maturity. The interest rate is subject to reset
two days in advance of such interest payment dates. In connection with the
refinancing of the mortgages in August 1993, the Company acquired an interest
rate cap whereby a counter party agreed to be responsible for any interest
payable in excess of 9% per annum, thereby limiting the Company's maximum
effective annual rate to 9% per annum through maturity. In May 1995, to further
reduce the risk of rate increases, 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 would nevertheless be exposed to higher rates in the unlikely
event of non-performance by the counter parties to the interest rate cap and
swap. The interest rates at March 31, 1997 and December 31, 1996 were 6.292% and
6.28% respectively. The weighted average interest rate for the three month
periods ended March 31, 1997 and 1996 was 6.29% and 6.87% respectively.
The mortgage and indenture agreement relating to the floating rate
notes limit additional indebtedness that may be incurred by GAMLLC. Those
agreements also contain certain other covenants which, among other matters,
effectively subordinate distributions from GAMLLC to debt service requirements
of the floating rate notes. Management believes it is in compliance with all
covenants under the indenture and line of credit agreements, discussed below, at
March 31, 1997.
On August 19, 1993, the Company also obtained an unsecured revolving
credit facility in the amount of $3,400,000 with interest at 1% over the
lender's prime rate. The amount available under this facility was increased to
$5,900,000 in August 1994, and to $6,900,000 in April 1995. The loan has an
optional LIBOR plus 2.5% option and a maturity date of August 18, 1998, subject
to the lender's right to call the loan on 60 days notice commencing December 18,
1997. An additional $600,000 of funding availability was provided for capital
expenditures. The facility also contains certain covenants which, among other
matters, limit the amount of the Company's annual dividend to an amount that
does not exceed operating cash flow (as defined), and requires the Company to
maintain a quarterly debt service coverage ratio (as defined).
Note 5: Impact of Pronouncements Not Yet Adopted by the Company
During the first quarter of 1997, the FASB issued Statement of
Financial Accounting Standard (SFAS) No. 128 "Earnings per Share." This Standard
establishes new accounting and disclosure for earnings per share (EPS). The
Standard will be effective for the year ending December 31, 1997 with earlier
application not permitted. The EPS as currently reported is the same as Basic
EPS required by the Standard. The Company's diluted EPS pursuant to the new
Standard is not expected to be materially different from Basic EPS.
7
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the Financial
Statements and accompanying Notes to Consolidated Financial Statements.
FINANCIAL CONDITION
RECENT DEVELOPMENTS
The Company made significant changes to its management structure in
connection with its conversion to a real estate investment trust, effective
March 1994. Previously, its affairs had been administered by third parties
pursuant to property management and advisory agreements. Commencing March 1,
1994, the Company became primarily self-managed. The property management
contract with Compass Retail, Inc. ("Compass") was amended to limit Compass'
responsibility to accounting and financial services in connection with the
operation of the Property and its compensation was reduced from 4% to 2% of net
rental and service income collected. Included in net operating expense for the
three month period ended March 31, 1996 are property management fees to Compass
of $87,000. The contract with Compass terminated December 31, 1996. However, the
reduction in fees to Compass has been offset, in part, by expenses attributable
to internal management.
In March 1995, the Company announced a new quarterly dividend rate of
$.175 per Common Share, representing an annual dividend of $.70 per Common
Share. The reduction in the Company's dividend rate was primarily attributable
to the sharp rise in the interest rate on the Company's collateralized floating
rate notes; between August 1993 and February 1995, the interest rate rose 319
basis points from an annual rate of 4.03%, with the actual annual maximum
becoming 7.03%. In May 1995, the Company entered into an interest rate swap
agreement which fixed the annual rate at 6.87% for the period August 12, 1995
through August 12, 1996. The rate swap was not extended past August 1996 because
Management believed the risk of significant rate increases was manageable.
Indeed, the annual market-based interest rates for each of the successive
quarters have been 6.319%, 6.28%, 6.292% and now 6.624% until August 12, 1997,
the next market-determined rate change date.
Somewhat surprisingly, in July 1996, the New York State Gains Tax was
repealed, eliminating the principal barrier to possible acquisition of the
Company via a merger or a sale by the Company of Green Acres Mall. Subsequently,
the Company announced its intention to entertain such a transaction, although
Management believes it could be more beneficial to our Shareholders to delay
soliciting offers until the fall of 1998, though acknowledging the possibility
the timetable might be shortened if pricing objectives can be achieved sooner.
During 1996, in order to position the Company for a possible
affiliation, Management restructured its subsidiaries: The restructuring of the
Company created a limited liability corporation (Green Acres Mall, L.L.C.) to
which Green Acres Mall was transferred pursuant to a merger with the Company's
existing subsidiary which had title to the Mall. In connection with that
transfer, a partnership was created between the Company and a subsidiary of the
Company.
The Company anticipates that it will refinance the floating rate notes
on or before maturity in August 1998. Given the substantial market value of the
Company's assets, Management anticipates that it will have considerable
flexibility in obtaining such refinancing. However, Management considers it
premature to identify any specific sources of such financing.
RESULTS OF OPERATIONS
Comparison of the three month periods ended March 31, 1997 and 1996
8
<PAGE>
For the three month period ended March 31, 1997, the Company reported
net income of $1,171,000 or $.10 per weighted average Common Share, compared
with a net income of $825,000 or $.07 per weighted average Common Share for the
comparable period in 1996.
The increase in net income is attributable largely to the following: a
$370,000 (6.9%) increase in rental revenues, due to increased occupancy in the
Mall, including temporary tenancies, less a $244,000 increase in operating
expense (mostly due to the timing of certain expenditures), offset in part by a
$60,000 lower bad debt provision, a $40,000 lower depreciation deduction, an
$80,000 lower interest expense (due to lower interest rates) and a $40,000
reduction in overhead costs as a result of termination of the Compass management
agreement.
Funds from Operations
The National Association of Real Estate Investment Trusts defines
"Funds from Operations" as net income before depreciation, amortization, gains
or losses on sales of assets and significant non-recurring charges, and that
definition is used by the Company. The Company considers Funds from Operations a
supplemental measure of operating performance and along with net cash flow from
operating activities, financing activities and investing activities, it provides
investors with an indication of the ability of the Company to incur and service
debt, to make capital expenditures and to fund other cash needs. 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. Funds from
Operations, as presented herein, may not be comparable to similarly titled
measures utilized by other REITs.
The following table sets forth the Company's Funds from Operations and
net cash provided by operating activities, net cash used in investing activities
and net cash used in financing activities for the three month periods indicated:
Quarter ended March 31,
-----------------------------
1997 1998
----------- -----------
Net income $ 1,171,000 $ 825,000
Depreciation and amortization 1,065,000 1,105,000
Funds from Operations 2,236,000 1,930,000
=========== ===========
Net Cash Provided by Operating Activities 1,216,000 2,662,000
=========== ===========
Net Cash Used in Investing Activities (61,000) (14,000)
=========== ===========
Net Cash Used in Financing Activities (1,155,000) (2,648,000)
=========== ===========
Because the change in Funds from Operations is attributable to the
change in Net Income, see the above discussion of the comparison of the
three-month periods ended March 31, 1997 and 1996 for the reasons for the
change.
The Company's cash position fluctuates considerably during the course
of the year, particularly as a consequence of the collection of accounts
receivable, the timing of payments of current liabilities, and the periodic
expenditures for quarterly real estate taxes, quarterly interest payments and
quarterly dividends, all of which quarterly disbursements occur during the
months of February, May, August and November. To accommodate peak cash
requirements, the Company has a $6,900,000 revolving credit facility which will
have been fully borrowed by mid-May to meet peak needs.
Cash flows from Operating, Investing and Financing Activities
Cash flows from operating activities for the three month periods ended
March 31, 1997 and 1996 were $1,216,000 and $2,662,000, respectively.
Operationally, net operating income increased from $825,000 to $1,171,000, an
increase of $346,000. However, the decline is largely the result of more prompt
payment of accounts payable and other liabilities of $2,793,000 that offsets a
decrease, via improved collections, of accounts receivable of $1,549,000.
Investing Activities for the period consumed $61,000, compared to
$14,000 for the comparable prior year period. This is a result of increased
capital expenditures during the period.
Cash flows used in financing activities were $1,155,000 and $2,648,000
for the reporting periods. Distributions paid by the Company increased by
$20,000, as a result of increased outstanding shares due to reinvested
distributions by Shareholders. During the first quarter of 1997, the Company
increased its bank borrowings by $950,000, compared to a $550,000 reduction
during the 1996 quarter.
9
<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) Exhibits:
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
None
10
<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: October 24, 1997
ARBOR PROPERTY TRUST
By: /s/ Myles H. Tanenbaum
--------------------------------------------------
Myles H. Tanenbaum
President and Treasurer
(Principal Executive, Financial and Accounting Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1.000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 7,957
<ALLOWANCES> 273
<INVENTORY> 0
<CURRENT-ASSETS> 11,677
<PP&E> 179,106
<DEPRECIATION> 36,197
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 19,462
<BONDS> 117,967
118,165
0
<COMMON> 0
<OTHER-SE> (101,008)
<TOTAL-LIABILITY-AND-EQUITY> 154,586
<SALES> 0
<TOTAL-REVENUES> 9,397
<CGS> 0
<TOTAL-COSTS> 5,215
<OTHER-EXPENSES> 440
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,571
<INCOME-PRETAX> 1,171
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,171
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,171
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
