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 June 30, 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
--------------------
(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: 12,292,694 shares as of July 31,
1997.
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
(Unaudited)
------------- -----------------
ASSETS
Investments in Green Acres Mall, at cost:
<S> <C> <C>
Land $ 30,295 $ 30,295
Buildings and improvements 140,490 140,448
Capitalized lease 7,125 7,125
Personal property 1,237 1,177
-------- --------
179,147 179,045
Less accumulated depreciation 37,249 35,159
-------- --------
141,898 143,886
Tenant security deposits & escrowed cash 800 599
Accounts receivable (net of allowances for
doubtful accounts of $240 and $527 respectively) 7,459 8,970
Other assets (net of accumulated amortization of
$5,423 and $4,778 respectively) 4,921 3,902
-------- --------
TOTAL ASSETS 155,078 $157,357
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Collateralized floating rate notes
(net of unamortized discount of $27 and $39 respectively) $117,973 $117,961
Distributions payable 2,150 2,149
Obligation under capital lease 7,017 7,017
Note payable to bank 6,900 5,950
Accounts payable and other liabilities 4,763 6,156
Due to affiliates 0 33
-------- --------
138,803 139,266
-------- --------
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: 12,292,694
and 12,280,739 common shares respectively 118,202 118,121
Distributions in excess of accumulated earnings (101,927) (100,030)
-------- --------
16,275 18,091
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $155,078 $157,357
======== ========
</TABLE>
The accompanying notes are an integral
part of these condensed consolidated financial statements.
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except shares and per share data)
<TABLE>
<CAPTION>
Three months Six months
ended June 30 ended June 30
------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Revenues from rental operations $ 5,060 $ 4,960 $ 10,163 $ 9,988
Operating expense reimbursements 3,893 2,980 7,619 7,100
Other income, including interest income of
$62 and $23 for the six month periods ended
June 30, 1997 and 1996 478 346 1,046 628
------------ ------------ ------------ ------------
Total Revenues 9,431 8,286 18,828 17,716
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Real Estate Taxes 2,247 2,138 4,493 4,271
Utilities 353 358 736 695
Maintenance and operating expenses
(including fees to affiliates of $100 for the
three months, and $187 for the six months
ending June 30, 1996) 1,155 1,535 2,616 3,339
Provision for doubtful accounts
(including write-offs of accrued straight-line
rents of $160 for the three and six months
ending June 30, 1997) 259 57 319 177
Depreciation and amortization 1,081 1,122 2,146 2,227
------------ ------------ ------------ ------------
Total Operating Expenses 5,095 5,210 10,310 10,709
------------ ------------ ------------ ------------
Income from rental operations 4,336 3,076 8,518 7,007
============ ============ ============ ============
Interest expense
(includes amortization of refinancing costs) 2,573 2,735 5,144 5,386
Other expenses, net of interest income 532 485 972 940
------------ ------------ ------------ ------------
Net income $ 1,231 ($ 144) $ 2,402 $ 681
------------ ------------ ------------ ------------
Net income per weighted average share: $ 0.10 ($ 0.01) $ 0.20 $ 0.06
------------ ------------ ------------ ------------
Weighted average number of shares outstanding 12,289,840 12,168,691 12,286,853 12,167,560
------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
<PAGE>
ARBOR PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Six months ended June 30
1997 1996
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 2,402 $ 681
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for doubtful accounts 319 177
Depreciation and amortization 2,146 2,227
Amortization of deferred financing costs 588 618
Amortization of collateralized floating rate note discount 12 12
Changes in assets and liabilities:
Increase in accrued rent receivable (65) (276)
Decrease (increase) in accounts receivable, tenant
security deposits and escrowed cash and other assets (606) 1,922
Decrease in accounts payable and
other liabilities and due to affiliates (1,426) (484)
------- -------
Net cash provided by operating activities 3,370 4,877
------- -------
Cash flows from investing activities:
Additions to buildings and improvements
and personal property (102) (140)
------- -------
Net cash used in investing activities (102) (140)
------- -------
Cash flows from financing activities:
Distributions paid (4,300) (4,258)
Proceeds from dividend reinvestment 82 31
Borrowings under bank line of credit 950
Repayment of bank line of credit (510)
------- -------
Net cash used in financing activities (3,268) (4,737)
------- -------
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 $ 4,144 $ 4,388
======= =======
</TABLE>
The accompanying notes are an
integral part of these condensed consolidated financial statements.
<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 June 30, 1997, its condensed consolidated results of
operations for the three and six month periods ended June 30, 1997 and 1996 and
its condensed consolidated cash flows for the six month periods ended June 30,
1997 and 1996 have been included in the accompanying unaudited condensed
consolidated financial statements.
<PAGE>
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 six month period ended June 30,
1996, management fees earned by Compass were $187,000. The amount of such fees
for the three months ended June 30, 1996 were $100,000.
Note 3: Distributions
On May 15, 1997, the Trust made a distribution of $.175 per Common
Share (an aggregate of $2,150,000) to its Shareholders. In the second quarter,
distributions totaling $38,000 were reinvested pursuant to the Company's
Dividend Reinvestment Plan and 5,834 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 August 15, 1997 to shareholders of record on June 30,
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 June 30, 1997 and 1996 were 6.62% and 6.87%
respectively. The weighted average interest rate for the six month periods ended
June 30, 1997 and 1996 was 6.38% 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
June 30, 1997.
<PAGE>
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.
<PAGE>
ARBOR PROPERTY TRUST
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
Cash flows from Operating, Investing and Financing Activities
Cash flows from operating activities for the six month periods ended
June 30, 1997 and 1996 were $3,370,000 and $4,877,000, respectively.
Nevertheless, net income from operations increased $1,721,000, from $681,000 to
$2,402,000. The reduction in cash flows from operating activities is largely the
result of a reduction of changes in working capital: accounts payable and other
liabilities declined $1,426,000, while accounts receivable increased $606,000.
Investing Activities (i.e. capital expenditures) for the period
consumed $102,000 compared to $140,000 for the comparable prior year period.
Cash flows devoted to so-called financing activities were $3,268,000
and $4,737,000 for the reporting periods. Dividend distributions paid by the
Company increased by $42,000, as a result of increased outstanding shares due to
reinvested distributions by Shareholders. During the first six months of 1997,
the Company increased its borrowings by $950,000, compared to a $510,000 net
reduction of such borrowings in 1996.
<PAGE>
RESULTS OF OPERATIONS
Comparison of the Six Month and Three Month periods ended June 30, 1997 and 1996
For the six month period ended June 30, 1997, the Company reported net
income of $2,402,000 or $.20 per weighted average Common Share, compared with a
net income of $681,000 or $.06 per weighted average Common Share for the
comparable period in 1996. For the three month period ended June 30, 1997, the
Company reported net income of $1,231,000 or $.10 per weighted average share,
compared to a net loss of $144,000 or $.01 per weighted average share, for the
second quarter of 1996.
Income from rental operations for the three and six month periods ended
June 30, 1997 were $4,310,000 and $8,456,000, an increase of $1,246,000 and
$1,472,000 over the comparable 1996 periods, primarily a result of increased
rental revenue of $711,000 and $1,081,000 over the comparable periods in 1996.
This increase in rental revenues is largely a result of an $850,000 reduction in
rental revenues recorded in the second quarter of 1996, attributable to a
correction of prior years' utility income, combined with increased income from
temporary tenancies.
Net operating expenses for the three and six month periods ended June
30, 1997 decreased by $696,000 and $452,000, attributable to the termination of
the Compass Management Agreement and the reduction of reserves established in
prior years of approximately $837,000, one-third of which is included in this
period. The Company plans to include one-half of the balance ($279,000) in each
of the two remaining quarters of 1997.
Provisions for doubtful accounts for the three and six month periods
ended June 30, 1997 increased by $202,000 and $142,000 respectively compared to
1996, largely due to the write-off of $160,000 of accrued straight line rents
during the second quarter of 1997.
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.
<PAGE>
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 six month periods indicated:
Six month period ended June 30,
-------------------------------
1997 1998
---- ----
Net income $ 2,402,000 $ 681,000
Depreciation and amortization 2,146,000 2,227,000
Funds from Operations 4,548,000 2,908,000
=========== ===========
Net Cash Provided by Operating Activities 3,370,000 4,877,000
=========== ===========
Net Cash Used in Investing Activities (102,000) (140,000)
=========== ===========
Net Cash Used in Financing Activities (3,268,000) (4,737,000)
=========== ===========
Because the change in Funds from Operations is attributable to the
change in Net Income, see the above discussion of the comparison of the Six
Month and Three Month periods ended June 30, 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 periodic expenditures for
quarterly real estate taxes, quarterly interest payments and quarterly
dividends, all of which 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-August to
meet peak needs.
<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.
On June 10, 1997, the Company held its annual meeting of
shareholders, at which meeting Myles H. Tanenbaum and Philip E.
Stephens were elected to serve as Managing Trustees of the Company
pursuant to the following votes: Myles H. Tanenbaum, 9,962,657 for,
525,412 votes withheld; Philip E. Stephens, 9,921,077 for,
566,992 votes withheld.
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
<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
(Chief Executive,
Financial and Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 7,699
<ALLOWANCES> 240
<INVENTORY> 0
<CURRENT-ASSETS> 13,180
<PP&E> 179,147
<DEPRECIATION> 37,249
<TOTAL-ASSETS> 155,078
<CURRENT-LIABILITIES> 13,813
<BONDS> 124,873
0
0
<COMMON> 118,202
<OTHER-SE> (101,927)
<TOTAL-LIABILITY-AND-EQUITY> 155,078
<SALES> 0
<TOTAL-REVENUES> 18,825
<CGS> 0
<TOTAL-COSTS> 10,310
<OTHER-EXPENSES> 972
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,144
<INCOME-PRETAX> 2,402
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,402
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,402
<EPS-PRIMARY> .20
<EPS-DILUTED> 0
</TABLE>
