U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
[X] AMENDED QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file No. 1-13080
GROVE REAL ESTATE ASSET TRUST (Exact name
of small business issuer as specified in its charter)
Maryland 06-1391084
(State of incorporation) (I.R.S. Employer Identification No.)
598 Asylum Avenue, Hartford, Connecticut 06105
(Address of principal offices) (Zip Code)
(860) 520-4789
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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:
525,000 common shares, $.01 par value, were outstanding as of
October 11, 1996.
1
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GROVE REAL ESTATE ASSET TRUST
Form 10-QSB
Index
- -------------------------------------------------------------------------------
Page
Part I: Financial Information 3
Item 1: Financial Statements
Balance Sheets of Grove Real Estate Asset Trust as of
September 30, 1996 and December 31, 1995 3
Income Statements of Grove Real Estate Asset Trust for the
nine months ended September 30, 1996 and September 30, 1995 4
Income Statements of Grove Real Estate Asset Trust for the
three months ended September 30, 1996 and September 30, 1995 5
Statement of Shareholders' Equity of Grove Real Estate Asset
Trustfor the nine months ended September 30, 1996 6
Statements of Cash flows of Grove Real Estate Asset
Trust for the nine months ended September 30, 1996 and
September 30, 1995 7
Notes to Financial Statements 8-10
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 11 - 14
Part II: Other Information 15
Item 1: Legal proceedings 15
Item 2: Changes in Securities 15
Item 3: Submission of Matters to a Vote of Security Holders 15
Item 4: Other Information 15
Item 5: Exhibits and Reports on Form 8-K 15
Signatures 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
2
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GROVE REAL ESTATE ASSET TRUST
BALANCE SHEETS
September 30, December 31,
1996 1996
(Unuadited) (Audited)
----------- ---------
ASSETS
Real estate assets:
Land .................................... $ 920,293 493,823
Buildings and improvements .............. 8,494,112 4,658,438
Furniture, fixtures and equipment ....... 347,336 240,438
------- -------
9,761,741 5,392,699
Less - accumulated depreciation ......... (958,017) (694,215)
-------- --------
Net real estate assets .......... 8,803,724 4,698,484
Cash and cash equivalents ....................... 441,632 383,725
Cash - resident security deposits ............... 156,592 99,973
Deferred charges, net of accumulated amortization
of $4,247 and $11,736, respectively ........ 83,222 56,279
Other assets .................................... 62,069 2,712
------ -----
Total assets ................................... $ 9,547,239 5,241,173
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage note payable ..................... $ 5,675,478 1,190,031
Accounts payable, accrued expense and other 61,189 31,304
Due to affiliates ......................... 2,532 97,528
Resident security deposits ................ 156,592 99,973
Dividends payable ......................... 120,750 119,438
------- -------
Tottal liabilities ................................. 6,016,541 1,538,273
--------- ---------
Commitments and subsequent event .................. -- --
Shareholders' equity:
Preferred shares, $.01 par value per share,
4,000,000 shares authorized; no shares
issued or outstanding ................. -- --
Common shares, $.01 par value per share,
10,000,000 shares authorized; 525,000
shares issued and outstanding ........ 5,250 5,250
Additional paid-in capital ................ 3,913,176 3,913,176
Distributions in excess of earnings ....... (387,728) (215,526)
-------- -------
Total equity ...................................... 3,530,698 3,702,900
--------- ---------
Total liabilities and shareholders' equity ........ $ 9,547,239 5,241,173
========= =========
See accompanying notes
3
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GROVE REAL ESTATE ASSET TRUST
INCOME STATEMENTS
(Unaudited)
For the Nine Months Ended
--------------------------------
Sept. 30, Sept. 30,
1996 1995
---- ----
Revenues:
Rental income .................... $1,521,188 961,423
Interest and other income ........ 28,015 22,395
------ ------
Total revenues ............... 1,549,203 983,818
--------- -------
Expenses:
Property operating and maintenance 485,361 296,532
Real estate taxes ................ 155,007 110,858
Related party management fees .... 79,883 49,874
General and administrative ....... 55,337 46,329
------ ------
Total expenses ............... 775,588 503,593
------- -------
773,615 480,225
Interest expense ..................... 291,551 63,588
Depreciation and amortization ........ 293,328 161,686
------- -------
Net income ............... $ 188,736 254,951
======= =======
Net income per share ................. $ 0.36 0.49
==== ====
Weighted average number of shares .... 525,000 525,000
======= =======
See accompanying notes
4
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GROVE REAL ESTATE ASSET TRUST
INCOME STATEMENTS
(Unaudited)
For the Three Months Ended
--------------------------
Sept. 30, Sept. 30,
1996 1995
---- ----
Revenues:
Rental income $520,362 $322,069
Interest and other income 8,286 8,146
----- -----
Total revenues 528,648 330,215
------- -------
Expenses:
Property operating and maintenance $139,292 106,498
Real estate taxes 53,295 36,912
Related party management fees 27,289 16,619
General and administrative 14,886 10,024
------ ------
Total expenses 234,762 170,053
------- -------
293,886 160,162
Interest expense 102,347 21,354
Depreciation and amortization 95,053 54,569
------ ------
Net income $ 96,486 84,239
====== ======
Net income per share $0.18 $0.16
===== =====
Weighted average number of shares 525,000 525,000
======= =======
See accompanying notes
5
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GROVE REAL ESTATE ASSET TRUST
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
Additional Distributions
Common Paid-in in Excess of
Shares Capital Net Income
------ ------- ----------
Amounts at December 31, 1995 ............ $ 5,250 3,913,176 (215,526)
Net Income ...................... 188,736
Declared dividends .............. (360,938)
-------- --------- --------
Amounts at September 30, 1996 (unaudited) $ 5,250 3,913,176 (387,728)
========= ========= ========
See accompanying notes
6
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GROVE REAL ESTATE ASSET TRUST
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended
-------------------------
Sept. 30, Sept. 30,
1996 1995
---- ----
Cash flows from operating activities:
Net income ..................................... $188,736 254,951
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ............ 293,328 161,686
Imputed interest - mortgage .............. 27,875 25,931
Increase in other assets ................. (59,357) (33,003)
Increase (decrease) in accounts payable,
accrued expenses and other ............. 29,885 (2,372)
------ ------
Net cash provided by operating activities ............ 480,467 407,193
------- -------
Cash flows from investing activities:
Expenditures for building and improvements ........... (67,635) (37,624)
Expenditures for furniture, fixtures and equipment ... (21,604) (5,057)
------- ------
Net cash provided by (used in) investing activities .. (89,239) (42,681)
------- -------
Cash flows from financing activities:
Proceeds from mortgage payable ................. 220,197 --
Financing costs ................................ (56,469) --
Repayment of mortgage payable .................. (42,428) --
Repayment of notes payable to affiliates ....... (94,996) (50,000)
Dividends paid ................................. (359,625) (353,063)
-------- --------
Net cash provided by (used in) financing activities .. (333,321) (403,063)
-------- --------
Net increase (decrease) in cash and cash equivalents . 57,907 (38,551)
Cash and cash equivalents, beginning of period ....... 383,725 416,012
------- -------
Cash and cash equivalents, end of period ............. $441,632 377,461
======== =======
See accompanying notes
7
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GROVE REAL ESTATE ASSET TRUST
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. FORMATION AND BUSINESS OF THE COMPANY
Grove Real Estate Asset Trust (the "Company") was organized in the State of
Maryland on April 4, 1994 as a Real Estate Investment Trust ("REIT"). The
Company currently operates four properties with a total of 257 residential
apartments. The Company purchased three properties on June 23, 1994 (the
"Original Properties"), and the fourth property ("Cambridge") was acquired
for $4,250,000 in January of 1996. Cambridge is a ninety-two unit
multifamily apartment complex located in Norwich, Connecticut
These statements do not contain all information required by generally
accepted accounting principles to be included in a full set of financial
statements. In the opinion of management, the accompanying unaudited
financial statements reflect all the adjustments necessary to present
fairly the financial position of the Company at September 30, 1996 and
results of operations and its cash flows for the period then ended and the
period ended September 30, 1995. These unaudited financial statements
should be read in conjunction with the audited financial statements and
notes contained in the Company's Form 10-KSB for the year ended December
31, 1995. Results of operations for this period are not necessarily
indicative of results to be expected for the full year.
Earnings per share is based on the weighted average number of common shares
issued and outstanding from January 1, 1996 to September 30, 1996, and from
January 1, 1995 to September 30, 1995, which was equal to 525,000 shares.
The assumed exercise of outstanding stock options and warrants is not
dilutive and, therefore, is not included.
8
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2. MORTGAGE NOTES PAYABLE
Mortgage notes payable at September 30, 1996 and December 31, 1995 consist
of the following:
September 30, 1996 December 31, 1995
Southington Apartments note $ 1,217,906 $ 1,190,031
Cambridge Estates note 4,457,572 0
--------- --
$ 5,675,478 $ 1,190,031
========= =========
The mortgage note on the Southington Apartments property located in
Southington, Connecticut, one of the Original Properties, which has a face
amount of $1,250,000, has an imputed interest rate of 7.25% due in monthly
interest payments of $4,167 through June 1997 and monthly principal and
interest payments of $8,527 through July 2013. The note is collateralized
by the Southington Apartments property and 15% of the face amount is
guaranteed by certain executive officers and shareholders of the Company.
The Cambridge note payable had an original principal balance of $4,500,000.
Monthly principal and interest payments of $31,920 based on a 25-year
amortization table are due through January 2006. Interest is fixed at
7.04%. The mortgage is secured by a blanket first mortgage lien on the
Cambridge property, and the two other Original Properties located in
Hamden, Connecticut.
3. STOCK OPTIONS AND WARRANTS
The Company has adopted the 1994 Share Option Plan (the "Plan") and has
reserved 100,000 shares for issuance under the Plan. The Company has
granted options to purchase 50,000 shares to the executive officers with an
exercise price of $11.125 per share. The options will expire on the tenth
anniversary of the closing of the IPO. Additionally, the Company has
granted each Trust Manager of the Company who is not an employee upon their
election as a Trust Manager a non-qualified stock option to purchase 2,000
shares for a total of 6,000 shares with an exercise price of $11.125 per
share. At the time of each annual meeting of shareholders, each
non-employee Trust Manager receives an option to purchase 1,000 shares at
the fair market value of the shares on the date of grant. All options which
have been granted under the Plan become exercisable in increments of 33 1/3
% per year on each of the first three anniversaries of the date of grant.
At September 30, 1996, no options had been exercised. At September 30,
1996, 62,000 options are outstanding, of which 38,334 are exercisable.
At September 30, 1996, warrants to purchase an aggregate of 40,000 common
shares are exercisable at $13.35 per share and expire in June 1999.
9
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4. RELATED PARTY TRANSACTIONS
Due to Affiliates
Amounts due to affiliates at September 30, 1996 and December 31, 1995
consist of the following:
September 30, 1996 December 31, 1995
------------------ -----------------
Grove Investment Group $ 0 $ 70,457
Grove Property Services, LP 2,532 14,890
Grove Development Corp. 0 12,181
----- -------
Total due to affiliates $ 2,532 $ 97,528
===== ======
The amount due to the Grove Investment Group ("GIG") relates to advances
made by GIG to GREAT to fund expenses incurred by the Company related to
the IPO and to fund initial organization costs. The Company repaid $50,000
of note payable balance during the second quarter of 1995 and repaid the
remaining balance in January 1996. No interest was paid.
Management Fee
Grove Property Services Limited Partnership, an affiliate of GREAT,
provides all of the operating and support functions requisite to the
operation of properties owned by GREAT, including building management and
leasing, to the Company. The management agreement provides for a management
fee equal to 5% of gross rental revenues, as defined. The agreement expires
on June 30, 1997.
5. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest expense was $278,551 and $63,431 for the nine months
ended September 30, 1996 and 1995, respectively. Cash paid for interest
expense was $102,335 and $21,310 for the three months ended September 30,
1996 and 1995, respectively. On January 12, 1996 the Company purchased
Cambridge for $4,250,000, which was financed with a $4,500,000 first
mortgage from a bank.
10
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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 financial
statements and notes thereto included elsewhere in this Report.
The results of operations for the nine months ended September 30, 1996 and three
months ended September 30, 1996 include the three multifamily properties (the
"Original Properties") that GREAT has owned since its inception and a fourth
property ("Cambridge") that GREAT acquired on January 12, 1996. The Original
Properties are comprised of 165 residential apartment units, in the aggregate,
two of which are located in Hamden, Connecticut and one of which is in
Southington, Connecticut. Cambridge is a ninety-two unit multifamily apartment
complex located in Norwich, Connecticut. The results of operations for the nine
months ended September 30, 1995 and the three months ended September 30, 1995
include the three Original Properties.
Results of Operations
Results of operations of GREAT for the nine months ended September 30, 1996 and
September 30, 1995.
The Original Properties experienced increases in rental rates which increased
revenues. The Original Properties weighted average rental rates increased to
$676 for the nine months ended September 30, 1996 from $658 for the nine months
ended September 30, 1995. Physical occupancy for the Original Properties
remained at an aggregate weighted average occupancy of 97.37% for the nine
months ended September 30, 1996 and September 30, 1995. Physical occupancy for
the Original Properties decreased to 97.58% at September 30, 1996 from 98.79% at
September 30, 1995. The weighted average physical occupancy for the Original
Properties and Cambridge for the Nine months ended September 30, 1996 was
97.58%. Physical occupancy for the Original Properties and Cambridge was 98.44%
at September 30, 1996.
Rental and other income increased $565,385 from $983,818 to $1,549,203 during
the Nine months ended September 30, 1996, as compared to the corresponding
period in 1995. Approximately $537,000 of the increase is due to operation of
Cambridge, and the remainder primarily due to the increases in rental rates.
Property operating and maintenance expenses increased $188,829 from $296,532 to
$485,361 during the nine months ended September 30, 1996, as compared to the
corresponding period in 1995. Approximately $170,000 of the increase is due the
acquisition of the Cambridge property. Additionally, the Original Properties
experienced an increase in operating and maintenance experiences due primarily
to the sever winter experienced in the New England area in 1996 compared to the
mild winter experienced in 1995.
11
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General and administrative expenses increased $9,008 from $46,329 to $55,337
during the nine months ended September 30, 1996, as compared to the
corresponding period in 1995. The increase is primarily due to the additional
expenses related to the acquisition of the Cambridge Property and increased
overhead expenses.
Real estate taxes increased $44,149 from $110,858 to $155,007 during the nine
months ended September 30, 1996, as compared to the corresponding period in
1995. Related party management fees increased $30,009 from $49,874 to $79,883.
These increases were due primarily to the acquisition of the Cambridge property.
Interest expense increased $227,963 from $63,588 to $291,551 during the nine
months ended September 30, 1996, as compared to the corresponding period in
1995. The increase is due to the $4,500,000 mortgage note payable used to
finance the acquisition of the Cambridge property. Depreciation and amortization
increased $131,642 primarily due to the acquisition of the Cambridge property.
The Company's net income decreased $66,215 from $254,951 to $188,736 during the
nine months ended September 30, 1996, as compared to the corresponding period in
1995. Approximately $40,000 of the decrease is due to the loss experienced by
the Cambridge property. The decrease in net income for the Original properties
of approximately $26,000 was due to the increase in property operating and
maintenance expenses along with increases in other expenses.
Results of operations of GREAT for the three months ended September 30, 1996 and
September 30, 1995.
The Original Properties experienced increases in rental rates which increased
revenues. The Original Properties weighted average rental rates increased to
$683 for the three months ended September 30, 1996 from $662 for the three
months ended September 30, 1995. Physical occupancy for the Original Properties
decreased to an aggregate weighted average occupancy of 95.76% for the three
months ended September 30, 1996 from an aggregate weighted average of 98.38% for
the three months ended September 30, 1995. The weighted average physical
occupancy for the Original Properties and Cambridge for the three months ended
September 30, 1996 was 97.28%.
Rental and other income increased $198,433 from $330,215 to $528,648 during the
three months ended September 30, 1996, as compared to the corresponding period
in 1995. Approximately $195,000 of the increase is due to operation of
Cambridge, and the remainder of the increase is attributable to the previously
mentioned increase in rental rates.
Property operating and maintenance expenses increased $32,794 from $106,498 to
$139,292 during the three months ended September 30, 1996, as compared to the
corresponding period in 1995. Expenses increased approximately $47,000 due to
the acquisition of the Cambridge property offset by a decrease in operating and
maintenance expenses at the Hamden properties due to painting, office
renovation, and landscaping projects done in 1995
General and administrative expenses increased $4,862 from $10,024 to $14,886
during the three months ended September 30, 1996, as compared to the
corresponding period in 1995. The increase is primarily due to additional
expenses related to the acquisition of the Cambridge Property and increased
overhead expenses.
12
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Real estate taxes increased $16,383 from $36,912 to $53,295 during the three
months ended September 30, 1996, as compared to the corresponding period in
1995. Related party management fees increased $10,670 from $16,619 to $27,289.
These increases were due primarily to the acquisition of the Cambridge property.
Interest expense increased $80,993 from $21,354 to $102,347 during the three
months ended September 30, 1996, as compared to the corresponding period in
1995. The increase is due to the $4,500,000 mortgage note payable used to
finance the acquisition of the Cambridge property. Depreciation and amortization
increased $40,484 primarily due to the acquisition of the Cambridge property.
The Company's net income increased $12,247 from $84,239 to $96,486 during the
three months ended September 30, 1996, as compared to the corresponding period
in 1995. primarily due to the decrease in property operating and maintenance
expenses of the Original Properties.
Liquidity and Capital Resources
Cash and cash equivalents totaled $441,632 as of September 30, 1996. The
Company's long-term debt to market capitalization on September 30, 1996 was
53.56 % based on total market capitalization of $10,597,353 (525,000 shares
outstanding at $9.375 plus long-term debt) and long-term debt of $5,675,478.
Cash provided by operating activities was $480,467 for the nine months ended
September 30, 1996. Cash used in investing activities for the purchase of
property and equipment was $89,239 for the nine months ended September 30, 1996.
Net cash used in financing activities was $333,321 for the nine months ended
September 30, 1996. On January 12, 1996, Cambridge was purchased from Grove
Cambridge Associates Limited Partnership for $4,250,000. The acquisition was
100% financed by a first mortgage of $4,500,000 from a bank.
On September 13, 1996 GREAT declared a dividend of $0.23 per share, payable on
October 17, 1996, to shareholders of record on September 25, 1996. On May 17,
1996, GREAT declared a dividend of $0.23 per share, payable on July 17, 1996 to
shareholders of record on June 26, 1996. On March 21, 1996, GREAT declared a
dividend of $0.2275 per share payable on April 16, 1996 to shareholders of
record on March 26, 1996. The dividends declared during the period of $0.6875
per share resulted in a 76.60% payout of funds from operations for the nine
months ended September 30, 1996.
GREAT intends to meet its short term liquidity requirements through cash flow
provided by operations. GREAT considers its ability to generate cash to be
adequate, and expects it to continue to be adequate to meet operating
requirements and pay shareholder dividends in accordance with REIT requirements.
GREAT may use other sources of capital to finance additional acquisitions
including, but not limited to, the selling of additional equity interest in
GREAT, non-distributed Funds From Operations, the issuance of debt securities,
and exchanging Common Shares for properties or interest in properties.
13
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Funds from Operations
Industry analysts generally consider funds from operations ("FFO") an
appropriate measure of performance of an equity REIT. Funds from operations is
defined as income before gains (losses) on investments and extraordinary items
(computed in accordance with generally accepted accounting principles) plus real
estate depreciation, less preferred dividends and after adjustment for
significant non-recurring items, if any. This definition conforms to the
recommendations set forth in a White Paper adopted by the National Association
of Real Estate Investment Trusts ("NAREIT") in early 1995. FFO for years prior
to 1996 have been adjusted to conform to the NAREIT definition. GREAT believes
that in order to facilitate a clear understanding of its operating results,
funds from operations should be examined in conjunction with the net income as
presented in the financial statements and information included elsewhere in this
Report. Funds from operations does not represent cash generated from operating
activities in accordance with generally accepted accounting principles and is
not necessarily indicative of cash available to fund cash needs. Funds from
operations should not be considered as an alternative to net income as an
indication of GREAT's performance or as an alternative to cash flow as a measure
of liquidity.
FFO increased $63,151 from $408,033 for the nine months ended September 30, 1995
to $471,184 for the nine months ended September 30, 1996. Dividends declared for
the nine months ended September 30, 1996 were $360,938, representing 76.60% of
FFO. Dividends declared for the nine months ended September 30, 1995 were
$355,688, representing 87.17% of FFO.
Inflation
Substantially all of the leases at the properties are for a term of one year or
less, which may enable GREAT to seek increased rents upon renewal or reletting.
Such short-term leases generally lessen the risk to GREAT of the potential
adverse effects of inflation.
14
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Change in Securities.
None.
Item 3. Submission of Matters to a Vote of Security Holders.
None..
Item 4. Other Information
None.
Item 5. Exhibits and Reports on Form 8-K.
(a) Exhibits
See Index to Exhibits on pages E-1 and E-2
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
cause this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
REGISTRANT:
GROVE REAL ESTATE ASSET TRUST
By: Joseph R. LaBrosse
- --------------------------
Name: Joseph R. LaBrosse
Title: Chief Financial Officer, Secretary and Treasurer
Date: 11/19/96
- ---------------
15
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INDEX TO EXHIBITS
Number Title
3.1 Grove Real Estate Asset Trust Declaration of Trust dated March 21, 1994
incorporated by reference as Exhibit Number 3.1 to GREAT's Registration
Statement on Form SB-2 filed with the U.S. Securities and Exchange
Commission, file no. 33-76732.
3.2 Grove Real Estate Asset Trust Bylaws amended through May 17, 1996,
incorporated by reference as Exhibit Number 3.2 to GREAT's Form 10-QSB for
the quarterly period ended June 30, 1996 filed with the U.S. Securities and
Exchange Commission, File No. 1-13080.
10.2 Amended Employment Agreement dated May 16, 1994 by and between GREAT and
Damon D. Navarro incorporated by reference as Exhibit Number 10.2 to
GREAT's Registration Statement on Amendment No. 1 to Form SB-2 filed with
the U.S. Securities and Exchange Commission, file No. 33-76732.
10.3 Amended Employment Agreement dated May 16, 1994 by and between GREAT and
Brian A. Navarro incorporated by reference as Exhibit Number 10.3 to
GREAT's Registration Statement on Amendment No. 1 to Form SB-2 filed with
the U.S. Securities and Exchange Commission, file No. 33-76732.
10.4 Amended Employment Agreement dated May 16, 1994 by and between GREAT and
Edmund F. Navarro incorporated by reference as Exhibit Number 10.4 to
GREAT's Registration Statement on Amendment No. 1 to Form SB-2 filed with
the U.S. Securities and Exchange Commission, file No. 33-76732.
10.5 Amended Employment Agreement dated May 16, 1994 by and between GREAT and
Joseph R. LaBrosse incorporated by reference as Exhibit Number 10.5 to
GREAT's Registration Statement on Amendment No. 1 to Form SB-2 filed with
the U.S. Securities and Exchange Commission, file No. 33-76732.
10.6 Amended Employment Agreement dated May 16, 1994 by and between GREAT and
Gerald A. McNamara incorporated by reference as Exhibit Number 10.6 to
GREAT's Registration Statement on Amendment No. 1 to Form SB-2 filed with
the U.S. Securities and Exchange Commission, file No. 33-76732.
10.7 Amended Non-Competition Agreement dated May 16, 1994 by and between GREAT
and Damon D. Navarro incorporated by reference as Exhibit Number 10.7 to
GREAT's Registration Statement on Amendment No. 1 to Form SB-2 filed with
the U.S. Securities and Exchange Commission, file No. 33-76732.
10.8 Non-Competition Agreement dated May 16, 1994 by and between GREAT and the
Grove Companies incorporated by reference as Exhibit Number 10.8 to GREAT'S
Registration Statement on Amendment No. 1 to Form SB-2 filed with U.S.
Securities and Exchange Commission, file No. 33-76732.
E-1
<PAGE>
10.16Grove Real Estate Asset Trust 1994 Share Option Plan incorporated by
reference as Exhibit Number 10.16 to GREAT's Registration Statement on Form
SB-2 filed with the U.S. Securities and Exchange Commission, file No.
33-76732.
10.18Form of Indemnification Agreement by and between GREAT, the Trust Managers
and the Executive Officers incorporated by reference as Exhibit Number
10.18 to GREAT's Registration Statement on Form SB-2 filed with the U.S.
Securities and Exchange Commission, file No. 33-76732
10.19Form of Administrative Services Agreement by and between GREAT and the
Grove Companies incorporated by references as Exhibit Number 10.19 to
GREAT's Registration Statement on Form SB-2 filed with the U.S. Securities
and Exchange Commission, file No. 33-76732.
10.22Assumption of Mortgage Deed and Security Agreement made June 23, 1994 by
and among Southington Baron Limited Partnership, Charles D. Gersten, Ada C.
Berin, Grove Real Estate Asset Trust, Damon D. Navarro and Brian A. Navarro
incorporated by reference as Exhibit Number 10.22 to GREAT's Form 10-KSB
for the year ended December 31, 1994 filed with the U.S. Securities and
Exchange Commission, File No. 1-13080.
10.23Mortgage Note from Southington Baron Limited Partnership to Charles D.
Gersten and Ada C. Berin dated June 8, 1993 in the original principal
amount of $1,250,000 incorporated by reference as Exhibit Number 10.23 to
GREAT's Form 10-KSB for the year ended December 31, 1994 filed with the
U.S. Securities and Exchange Commission, File No. 1-13080.
10.24Purchase and Sale Agreement between Grove Real Estate Asset Trust and
Grove Cambridge Associates Limited Partnership incorporated by reference
Exhibit Number 1 to GREAT's Form 8-K dated October 30, 1995 and attached
hereto as Exhibit 10.24 filed with the U.S. Securities and Exchange
Commission, File No. 1-13080.
10.25Mortgage Note from Grove Real Estate Asset Trust to First Union Bank of
Connecticut dated January 11, 1996 in the principal amount of $4,500,000
incorporated by reference as Exhibit 10.25 to GREAT's Form 10-KSB for the
year ended December 31, 1995 filed with the U.S. Securities and Exchange
Commission, File No. 1-13080.
10.26Form of Management Agreement by and between GREAT and Grove Property
Services Limited Partnership incorporated by reference as Exhibit 10.26 to
GREAT's Form 10-KSB for the year ended December 31, 1995 filed with the
U.S. Securities and Exchange Commission, File No. 1-13080.
E-2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE SEPTEMBER 30, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
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0
0
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