<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 number 1-12588
ALEXANDER HAAGEN PROPERTIES, INC.
(Exact name of registrant as specified in charter)
Maryland 95-4444963
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3500 Sepulveda Boulevard
Manhattan Beach, California 90266
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 546-4520
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 at least the past 90 days. YES [X] NO [ ].
As of November 11, 1996, 12,024,042 shares of Common Stock, Par Value $.01 Per
Share, were outstanding.
<PAGE>
ALEXANDER HAAGEN PROPERTIES, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1996
(unaudited) and December 31, 1995 3
Consolidated Statements of Operations (unaudited)
for the three months and nine months ended September 30, 1996 and 1995 4
Consolidated Statements of Cash Flows (unaudited)
for the nine months ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II OTHER INFORMATION 13
SIGNATURES 14
</TABLE>
2
<PAGE>
ALEXANDER HAAGEN PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Rental properties $ 664,441 $653,058
Accumulated depreciation and amortization (102,057) (90,478)
------------- ------------
Rental properties, net 562,384 562,580
Cash and cash equivalents 6,402 3,687
Tenant receivables, net 4,827 11,616
Other receivables 3,439 2,338
Receivable from management company 859 1,215
Investment in management company 637 621
Restricted cash 3,221 4,185
Deferred charges, net 18,732 18,719
Other assets 1,417 816
------------- ------------
TOTAL $ 601,918 $605,777
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Secured debt $ 245,831 $223,524
7 1/2% Convertible subordinated debentures 138,599 138,599
7 1/4% Exchangeable subordinated debentures 30,000 30,000
Accrued distributions 5,872 4,705
Accrued interest 3,579 5,608
Accounts payable and other accrued expenses 5,688 5,453
Accrued construction costs 1,894 6,498
Other liabilities - 5,000
Tenant security and other deposits 3,362 2,174
------------- ------------
Total liabilities 434,825 421,561
------------- ------------
MINORITY INTERESTS
Operating Partnership 43,471 14,604
Other minorities 2,020 2,161
------------- ------------
Total minority interests 45,491 16,765
------------- ------------
STOCKHOLDERS' EQUITY
Common stock ($.01 par value, 50,000,000 shares authorized;
12,024,042 shares issued and outstanding) 120 120
Additional paid-in capital 174,730 206,297
Accumulated distributions and deficit (53,248) (38,966)
------------- ------------
Total stockholders' equity 121,602 167,451
------------- ------------
TOTAL $ 601,918 $605,777
============= ============
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
ALEXANDER HAAGEN PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Rental revenues $20,831 $19,492 $60,545 $57,203
Percentage rents 145 117 552 323
Other income 1,012 900 2,980 2,893
Gain on sale of rental property - - 2,502 -
------- ------- ------- -------
Total revenues 21,988 20,509 66,579 60,419
------- ------- ------- -------
EXPENSES:
Interest 8,946 8,158 26,669 24,080
Depreciation and amortization 4,248 4,953 12,745 14,685
Property Operating Costs:
Common Area 3,143 3,543 9,445 10,260
Property taxes 1,899 2,025 5,474 5,723
Leasehold rentals 404 371 1,211 1,172
Marketing 234 242 705 670
Other operating 391 310 1,172 1,397
Non-recurring provision for unbilled
deferred rent - - 6,900 -
General and administrative 1,274 1,265 3,663 4,024
------- ------- ------- -------
Total expenses 20,539 20,867 67,984 62,011
------- ------- ------- -------
INCOME (LOSS) FROM OPERATIONS 1,449 (358) (1,405) (1,592)
EQUITY IN INCOME (LOSS)
OF MANAGEMENT COMPANY 54 17 16 (196)
------- ------- ------- -------
INCOME (LOSS) BEFORE
MINORITY INTERESTS 1,503 (341) (1,389) (1,788)
MINORITY INTERESTS:
Operating Partnership (222) 34 303 157
Other minorities (61) (64) (210) (180)
------- ------- ------- -------
NET INCOME (LOSS) $ 1,220 $ (371) $(1,296) $(1,811)
======= ======= ======= =======
NET INCOME (LOSS) PER SHARE $ 0.10 $ (0.03) $ (0.11) $ (0.15)
======= ======= ======= =======
Weighted average shares
outstanding 12,024 12,006 12,024 11,944
======= ======= ======= =======
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
ALEXANDER HAAGEN PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,296) $ (1,811)
Adjustment to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization of rental properties 12,745 14,685
Amortization of deferred financing costs 1,533 1,347
Non-recurring provision for unbilled deferred rent 6,900 -
Gain on sale of rental property (2,502) -
Minority interests in operations (93) 23
Equity in (income) loss of management company (16) 196
Net changes in operating assets and liabilities (2,120) (830)
-------- --------
Net cash provided by operating activities 15,151 13,610
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction and Development Costs (19,392) (22,568)
Proceeds from sale of rental property 3,300 -
-------- --------
Net cash used by investing activities (16,092) (22,568)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from mortgage financing - 56,900
Principal payments on mortgage financing (1,694) (1,389)
Borrowings on secured line of credit 25,500 13,650
Repayment of secured line of credit (1,500) (47,445)
Costs of obtaining financing - (2,030)
Decrease in restricted cash 964 2,829
Payment of other liabilities (5,000) -
Distributions paid to shareholders (11,819) (12,859)
Distributions to minority interests (2,673) (1,377)
Other (122) -
-------- --------
Net cash provided by financing activities 3,656 8,279
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 2,715 (679)
CASH AND CASH EQUIVALENTS, AT BEGINNING
OF PERIOD 3,687 4,526
-------- --------
CASH AND CASH EQUIVALENTS, AT END
OF PERIOD $ 6,402 $ 3,847
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
ALEXANDER HAAGEN PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying financial statements and related notes of Alexander Haagen
Properties, Inc. (the "Company") are unaudited; however, they have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and the instructions to Form 10-Q and the rules
and regulations of the Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared under generally accepted accounting principles have been
condensed or omitted pursuant to such rule. In the opinion of management,
all adjustments considered necessary for fair presentation of the Company's
financial position, results of operations and cash flows have been included.
These financial statements should be read in conjunction with the Company's
Form 10-K for the year ended December 31, 1995.
2. INVESTMENT IN MANAGEMENT COMPANY
Equity in Income (Loss) of Management Company represents the Company's 95%
economic interest in Haagen Property Management, Inc. ("HPMI"). In
conjunction with the Initial Public Offering of the Company's common stock
and Debentures in December 1993 (the "IPO"), HPMI assumed all of the
property management functions for the Company's properties. Executive and
property management fees for the nine months ended September 30, 1996 and
1995 totaled $2,941,000 and $2,723,000, respectively, and are included in
general and administrative expenses. In addition, HPMI provides leasing,
legal and construction services for the properties owned by the Company,
such fees for the nine months ended September 30, 1996 and 1995 of
$2,691,000 and $2,080,000, respectively, were capitalized and are being
amortized over the useful lives of the related leases and/or properties.
As the OP owns a 95% economic interest in but does not control HPMI, the
investment is accounted for on an equity basis.
3. DEVELOPMENT PROPERTIES
Certain of the Properties had not completed their respective leasing plans
at the date of the IPO (the "Development Properties"). To facilitate
inclusion of the Development Properties in the Company's initial portfolio,
the partners of certain Predecessor Affiliates that transferred the
Development Properties to the Company had the right to receive additional OP
Units. In general, the number of additional OP Units issued was based on the
increase in net annualized cash flow from new leases signed through March
31, 1996 and in occupancy and paying rent by June 30, 1996. Such increase in
cash flow was not fully realized until the third quarter of 1996.
On August 12, 1996, the Independent members of the Board of Directors
approved the issuance of 3,242,379 OP Units to the Predecessor Affiliates.
The market capitalization of the OP was thereby increased by $41.7 million
based upon the stock price as of August 12, 1996. The Predecessor
Affiliates' interest in the OP was thereby increased from 8% to
approximately 26% effective July 1, 1996. As a result of the issuance in the
third quarter of the 3,242,379 OP Units, minority interest was increased and
additional paid-in capital decreased by approximately $31.5 million.
The issuance of such additional OP Units in the third quarter of 1996 did
not have a dilutive effect on net income per share or funds from operations
per share. The number of OP Units issued and outstanding as of September 30,
1996 was 4,286,456.
6
<PAGE>
4. UNBILLED DEFERRED RENTS
During the first quarter of 1996 the Company reassessed the recoverability
of straight-line contractual rent increases as a result of the continuing
mergers and consolidations within the retail industry and the financial
difficulties of certain retailers. Accordingly, during the first quarter the
Company recorded a non-recurring non-cash charge of $6.9 million to increase
the reserve against the receivable for straight-line rents. Additionally,
the Company has fully reserved against unbilled deferred rents in 1996. The
company believes this to be an appropriate and conservative approach to
account for future contractual rent increases in the current retail
environment. Based upon current market conditions, it is expected that the
impact of this will be a reduction in revenues recognized in 1996 of
approximately $1.3 million.
5. DEPRECIATION OF RENTAL PROPERTIES
During the first quarter the Company reviewed the depreciable lives of its
properties. The Company concluded that in order to more appropriately align
the depreciable lives with the economic lives of the properties the lives
should generally be increased to 40 years from previously utilized lives
ranging from 20 to 31.5 years. The net impact of such change in lives was to
reduce the depreciation charge for the nine months ended September 30, 1996
by approximately $3.6 million.
The Company regularly reviews long-lived assets and intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. If the sum of expected
future cash flow is less than the carrying amount of the asset, the Company
recognizes an impairment loss.
6. DISTRIBUTIONS
Approximately 60% of the distributions to stockholders for the year ended
December 31, 1995 represented a return of capital.
7. NEW ACCOUNTING STANDARD
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-
Based Compensation," which is effective for the Company beginning January 1,
1996. SFAS No. 123 requires expanded disclosure of stock-based compensation
arrangements with employees and allows for compensation cost to be measured
either based on the fair market value of the equity instrument awarded or
under APB 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded. The Company will continue to apply
APB Opinion No. 25 to its stock based compensation awards to employees and
will disclose the required pro forma effect on net income and earnings per
share.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with the
accompanying consolidated financial statements and notes thereto.
HISTORICAL RESULTS OF OPERATIONS
Comparison of the nine months ended September 30, 1996 to the nine months
ended September 30, 1995.
Rental revenues increased by $3.3 million to $60.5 million for the nine
months ended September 30, 1996 from $57.2 million for the nine months ended
September 30, 1995. The increase was primarily a result of the lease-up of the
Development Properties, comprising Media City Center, Empire Center and Baldwin
Hills Crenshaw Plaza. However, improvements in the economic performance of the
properties were mitigated by the Company recording reserves to offset the
straight-lining of contractual rent increases. No Straight-line rental revenue
was recognized in the nine months ended September 30, 1996, compared to
approximately $1.3 million in the nine months ended September 30, 1995.
During the quarter ended June 30, 1996, the Company sold a Vons market (a
single tenant facility) in Ventura, California for $3.3 million in cash,
resulting in a gain on sale of $2.5 million.
Interest expense increased by $2.6 million from $24.1 million for the nine
months ended September 30, 1995 to $26.7 million for the nine months ended
September 30, 1996. The increase is principally a function of borrowings on the
Company's line of credit to finance construction and redevelopment activity at
various properties.
Depreciation and amortization expense decreased by $2.0 million from $14.7
million for the nine months ended September 30, 1995 to $12.7 million for the
nine months ended September 30, 1996. Depreciation decreased by $3.6 million as
a result of a change in the depreciable lives of the properties. The Company
concluded that in order to more appropriately align the depreciable lives with
the economic lives of the properties the lives should generally be increased to
40 years from previously utilized lives ranging from 20 to 31.5 years. This
decrease was offset by a $1.6 million increase as a result of an overall
increase in investment in rental properties.
Property operating costs decreased by $1.2 million to $18.0 million for the
nine months ended September 30, 1996 from $19.2 million for the nine months
ended September 30, 1995. The decrease is a result of several factors including
additional bad debt expense recorded in 1995 at certain of the properties.
During the first quarter of 1996, the Company reassessed the recoverability
of straight-line contractual rent increases as a result of the continuing
mergers and consolidations within the retail industry and the financial
difficulties of certain retailers. Accordingly, the Company recorded a non-
recurring non-cash charge of $6.9 million to increase the reserve against the
receivable for straight-line rents. Additionally, the Company has fully reserved
against unbilled deferred rents in 1996. The company believes this to be an
appropriate and conservative approach to account for the straight-lining of
contractual rent increases in the current retail environment. Based upon current
market conditions, it is expected that the impact of this change will be a
reduction in revenues recognized in 1996 of approximately $1.3 million.
General and administrative expenses declined by $0.3 million from $4.0
million for the first nine months of 1995 to $3.7 million for the first nine
months of 1996 principally as a result of the write-off in the first quarter of
1995 of $0.3 million in costs related to a potential secondary offering.
Loss from operations decreased by $0.2 million from a loss of $1.6 million
for the nine months ended September 30, 1995 to a loss of $1.4 million for the
nine months ended September 30, 1996 for the reasons stated above.
8
<PAGE>
On October 31, 1996, the Sears store in the Covina Town Square power center
(Covina, California) vacated its premises. Annual rental revenues received from
Sears are $911,000, or $5.50 per square foot. The Company is in discussions with
certain potential tenants for the Sears space; however, in the short term the
impact from the loss of the Sears revenues will be $.01 per share in the fourth
quarter of 1996 and up to $0.015 per share on a quarterly basis thereafter.
Covina Town Square is a 422,000 square foot power center; other tenants include
Home Depot, Petsmart and Staples.
On October 15, 1996 the Company sold a single tenant facility in Rancho
Cucamonga, California for $4.4 million in cash. The net proceeds were used to
repay debt.
Comparison of three months ended September 30, 1996 to the three months
ended September 30, 1995.
The principal reasons for fluctuations in the Company's results of
operations during the quarter are discussed above.
Selected Property Financial Information
Net operating income (defined as revenues, less gain on sale of property
and property operating costs) for the Company's properties is as follows:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1996 1995
-------------- --------------
<S> <C> <C>
Stabilized Properties (36) $30,920 $30,471
Development Properties:
Baldwin Hills Crenshaw Plaza 3,994 2,607
Media City Center 8,547 6,077
Empire Center 1,596 1,073
Redevelopment Property:
Medford Center 806 708
Other income 207 261
------- -------
Net Operating Income $46,070 $41,197
======= =======
</TABLE>
The following summarizes the percentage of leased GLA (excluding non-owned GLA
and GLA leased but not yet constructed) as of:
September 30, 1996 December 31, 1995
------------------ -----------------
<TABLE>
<CAPTION>
<S> <C> <C>
Stabilized Properties (36) 97.6% 97.5%
Development Properties:
Baldwin Hills Crenshaw Plaza 94.1 89.7
Media City Center 92.4 86.6
Empire Center 90.3 83.3
Redevelopment Property:
Medford Center 97.8 97.8
Aggregate Portfolio 96.5% 95.3%
==== ====
</TABLE>
Certain of the Properties had not completed their respective leasing plans
at the date of the IPO (the "Development Properties"). To facilitate inclusion
of the Development Properties in the Company's initial portfolio, the partners
of certain Predecessor Affiliates that transferred the Development Properties to
the Company had the right to receive additional OP Units. In general, the number
of additional OP Units issued was based on the increase in net annualized cash
flow from new leases signed through March 31, 1996 and in occupancy and paying
rent by June 30, 1996. Such increase in cash flow was not fully realized until
the third quarter of 1996.
On August 12, 1996, the Independent members of the Board of Directors
approved the issuance of 3,242,379 OP Units to the Predecessor Affiliates. The
market capitalization of the OP was thereby
9
<PAGE>
increased by $41.7 million based upon the stock price as of August 12, 1996.
The Predecessor Affiliates' interest in the OP was thereby increased from 8% to
approximately 26% effective July 1, 1996.
The issuance of such additional OP Units in the third quarter of 1996 did
not have a dilutive effect on net income per share or funds from operations per
share. The number of OP Units issued and outstanding as of September 30, 1996
was 4,286,458.
During the first nine months of 1996 the Company signed leases for
approximately 261,000 square feet, including 143,000 square feet at its
Development Properties. Such signed leases resulted in an increase in the
overall rent per square foot of the Company's portfolio to $10.32 per square
foot at September 30, 1996 from $10.02 per square foot at December 31, 1995.
Leased space at the Company's properties increased to 96.5% at September 30,
1996 from 95.3% at December 31, 1995.
Funds from Operations
The Company considers funds from operations ("FFO") to be an alternative
measure of the performance of an equity REIT since such measure does not
recognize depreciation and amortization expenses as operating expenses. FFO was
originally defined by the National Association of Real Estate Investment Trusts
("NAREIT") as net income plus depreciation and amortization, less gains on sales
of properties. In a May 1995 White Paper, NAREIT adopted a revised definition of
FFO. The principal change is that the revised definition does not permit
depreciation or amortization of non real estate assets to be added back in
computing FFO. The Company historically added back amortization of deferred
financing costs in computing FFO. Additionally, the revised definition permits
FFO to be adjusted for significant non-recurring items.
The Company has adopted the revised definition of FFO effective January 1,
1996. Previously the Company also adopted the additional disclosures suggested
by NAREIT in the White Paper. The Company has restated its FFO for comparable
periods as if the new definition had been adopted at that date. Management
concurs with NAREIT in believing that reductions for the depreciation and
amortization of real estate and its related costs are not meaningful in
evaluating income-producing real estate.
The Company computes FFO on both a primary and a fully diluted basis and
considers Operating Partnership Units as the equivalent of shares for the
purpose of these computations. The fully diluted basis assumes the conversion
of the convertible and exchangeable debentures into shares of common stock. In
computing fully-diluted FFO the Company adds back the amortization of deferred
financing costs related to the outstanding debentures, principally representing
the underwriting discount on the convertible debentures. The following table
summarizes the Company's computation of FFO and provides certain additional
disclosures (dollars in thousands, except per share amounts):
10
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
-------- ------- ------- -------
<S> <C> <C> <C> <C>
FUNDS FROM OPERATIONS
Net Income (Loss) $1,220 $ (371) $(1,296) $(1,811)
Adjustments to reconcile net income (loss)
to funds from operations:
Depreciation and Amortization:
Buildings and improvements 2,786 4,224 8,849 12,695
Tenant improvements and allowances 1,142 600 3,036 1,624
Leasing costs 307 129 818 353
Non-recurring provision for deferred rent - - 6,900 -
Gain on sale of rental property - - (2,502) -
Minority Interests 158 (123) (505) (413)
------ ------ ------- -------
Funds from Operations, primary 5,613 4,459 15,300 12,448
Debenture interest expense 3,146 3,143 9,430 9,428
Amortization of debenture financing costs 325 325 975 972
------ ------ ------- -------
Funds from operations, fully diluted $9,084 $7,927 $25,705 $22,848
====== ====== ======= =======
SUPPLEMENTAL DISCLOSURES
Capital expenditures:
Expansion of the Company's portfolio $1,222 $6,286 $11,502 $20,562
Releasing and maintenance of portfolio 118 23 455 163
------ ------ ------- -------
$1,340 $6,309 $11,957 $20,725
====== ====== ======= =======
Capitalized leasing costs:
Expansion of the Company's portfolio $ 392 $ 766 $ 2,015 $ 2,083
Releasing and maintenance of portfolio 194 21 337 117
------ ------ ------- -------
$ 586 $ 787 $ 2,352 $ 2,200
======= ====== ======= =======
Straight-line rental income $ - $ 420 $ - $ 1,266
======= ====== ======= =======
</TABLE>
The Company considers any space that was vacant or unbuilt at the date of its
initial public offering to be expansion of its portfolio.
Funds from operations, on a primary basis, increased to $15.3 million for the
nine months ended September 30, 1996, as compared to $12.4 million for the same
period in 1995. On a fully diluted basis, assuming conversion of the
debentures, funds from operations increased to $25.7 million from $22.8 million.
The increase in funds from operations is principally a function of the
improvements in the operations of the Development Properties. However,
improvements in the economic performance of the properties were mitigated by the
Company recording reserves to offset the straight-lining of contractual rent
increases. During the first nine months of 1996 the Company recorded a charge
of $6.9 million to increase the reserve against the receivable for straight-line
rents and a gain on sale of a property of $2.5 million. Such non-recurring
items were not included in the computation of FFO as the Company considers them
to be significant non-recurring events that if deducted would materially distort
the comparative measurement of Company performance. Additionally, the Company
recorded straight-line rents in the first nine months of 1995 of approximately
$1.3 million which were not recognized in 1996.
Funds from operations do not represent cash flows from operations as defined
by Generally Accepted Accounting Principles and should not be considered as an
alternative to net income as an indicator of the Company's operating performance
or to cash flows as a measure of liquidity.
11
<PAGE>
CASH FLOWS
Net cash provided by operating activities increased $1.6 million from the
$13.6 million for the nine months ended September 30, 1995 to $15.2 million for
the nine months ended September 30, 1996, due, principally, to the reasons
stated above under results of operations.
Net cash used by investment activities decreased to $16.1 million for the
nine months ended September 30, 1996 from $22.6 million for the nine months
ended September 30, 1995. Net cash provided by financing activities decreased to
$3.7 million for the nine months ended September 30, 1996 from $8.3 million in
the nine months ended September 30, 1995. The principal cause of the decrease in
cash provided by financing activities was the result of the long-term financing
obtained in March, 1995. The decrease in cash used by investment activities was
caused by decreased development activity at the Company's properties and by the
proceeds from the sale of Vons, Ventura.
LIQUIDITY SOURCES AND REQUIREMENTS
At September 30, 1996, outstanding debt (excluding the debentures)
increased by $22.3 million to $245.8 million from the $223.5 million outstanding
at December 31, 1995, as a result of additional borrowings on the Credit
Facility to fund development activity. At September 30, 1996 the Company had
drawn approximately $41.2 million against its $75 Million Credit Facility.
The Company anticipates investing approximately $30 million in development
and tenant improvements over the next eighteen months, principally to fund
development opportunities within the existing portfolio. The Company anticipates
that such capital improvement requirements will be funded from the Credit
Facility.
12
<PAGE>
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
13
<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.
ALEXANDER HAAGEN PROPERTIES, INC.
By: /s/ Seymour Kreshek
------------------------------------------
Seymour Kreshek
Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
and Director
Dated: November 11, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JUL-01-1996 JAN-01-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 6,402 0
<SECURITIES> 0 0
<RECEIVABLES> 4,827 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 664,441 0
<DEPRECIATION> 102,057 0
<TOTAL-ASSETS> 601,918 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 414,430 0
0 0
0 0
<COMMON> 120 0
<OTHER-SE> 121,482 0
<TOTAL-LIABILITY-AND-EQUITY> 601,918 0
<SALES> 0 0
<TOTAL-REVENUES> 21,988 66,579
<CGS> 0 0
<TOTAL-COSTS> 6,071 18,007
<OTHER-EXPENSES> 5,751<F1> 16,299
<LOSS-PROVISION> 0<F2> 6,900
<INTEREST-EXPENSE> 8,946 26,669
<INCOME-PRETAX> 1,220 (1,296)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,220 (1,296)
<EPS-PRIMARY> 0.10 (0.11)
<EPS-DILUTED> 0 0
<FN>
<F1>Includes depreciation and amortization of $4,248 and $12,745 for the three
and nine months ended September 30, 1996, respectively, and $283 and ($93)
allocated to minority interests, respectively.
<F2>Non-recurring charge to reserve against straight-line rents receivable.
</FN>
</TABLE>
