U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
Amendment No. 1
to
[X]QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file No. 1-13080
GROVE PROPERTY TRUST
(Exact name of small business issuer as specified in its charter)
Maryland 06-1391084
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
598 Asylum Avenue, Hartford, Connecticut 06105
(Address of principal executive offices) (Zip Code)
(860) 246-1126
(Issuer's telephone number)
GROVE REAL ESTATE ASSET TRUST
(Former Name)
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:
3,953,435 common shares, $.01 par value, were outstanding as of May 15, 1997.
Transitional Small Business Disclosure Format (check one): Yes: No: X
<PAGE>
EXPLANATORY NOTE
This amendment to the Quarterly Report on Form 10-QSB of Grove Property Trust
(the "Company") for the quarter ended March 31, 1997 is being filed for the same
reasons that the Company's Form 10-QSB for the quarter ended June 30, 1997 was
amended, which was to separate minority interests of the partners in Grove
Operating, LP ("OP Unitholders") and the partners in certain consolidated
partnerships from shareholders' equity of the Company and additional adjustments
to paid in capital to reclassify certain costs associated with obtaining new
equity in the quarter ended March 31, 1997, and to record related party
acquisitions at fair value rather than historical cost.
<PAGE>
Form 10-QSB/A
Index
Page
Part I: Financial Information
Item 1: Financial Statements
Balance Sheets of Grove Property Trust as of March 31, 1997 3
and December 31, 1996
Statements of Income of Grove Property Trust for the three months
ended March 31, 1997 and March 31, 1996 4
Statements of Cash flows of Grove Property Trust for the three
months ended March 31, 1997 and March 31, 1996 5
Notes to Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial Condition and 9
Results of Operations
Part II: Other Information 12
Item 6: Exhibits and Reports on Form 8-K 13
Signatures 15
Exhibit Index 16
<PAGE>
GROVE PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1997 1996
(Unaudited) (Audited)
----------- ---------
(In thousands, except per share data)
ASSETS
Real estate assets:
Land ................................. $ 9,397 $ 920
Buildings and improvements ........... 80,646 8,528
Furniture, fixtures and equipment .... 4,529 350
------------ ------------
94,572 9,798
Less - accumulated depreciation ...... (25,841) (1,050)
------------ ------------
Net real estate assets ....... 68,731 8,748
Cash and cash equivalents .................... 4,866 381
Cash - resident security deposits ............ 848 158
Other assets ................................. 1,521 234
------------ ------------
Total assets ................................ $ 75,966 $ 9,521
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable ............. $ 29,150 $ 5,669
Other liabilities .................. 6,340 350
Due to affiliates .................. 670 19
----------- -----------
Total liabilities .......................... 36,160 6,038
----------- -----------
Commitments
Minority interest in consolidatd partnerships.. 1,550 --
Minority interest in operating partnership 13,156 --
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;
3,953,435 and 525,000 shares issued
and outstanding 40 6
Additional paid-in capital 25,462 3,912
Distributions in excess of earnings (402) (435)
-------------- -------------
Total equity 25,100 3,483
-------------- -------------
Total liabilities and shareholders' equity $ 75,966 $ 9,521
============== =============
<PAGE>
GROVE PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended
----------------------------------
(In thousands, except per share data)
March 31, March 31,
1997 1996
Revenues:
Rental income ................................ $ 1,177 $ 486
Property management .......................... 45 --
Interest and other income .................... 84 9
---------- ----------
Total revenues ........................... 1,306 495
---------- ----------
Expenses:
Property operating and maintenance ........... 488 180
Real estate taxes ............................ 116 50
Related party management fees ................ 22 26
General and administrative ................... 69 20
---------- ----------
Total expenses ........................... 695 276
---------- ----------
611 219
Interest expense ................................. 173 88
Depreciation and amortization .................... 240 110
Conveyance taxes ................................. 68 --
---------- ----------
Income before minority interests................ 130 21
Minority interests in consolidated partnerships.. 3 --
Minority interest in operating partnership...... 30 --
---------- ----------
Net income ....................... $ 97 $ 21
========== ==========
Net income per share ............................. $ 0.08 $ 0.03
========== ==========
Weighted average number of shares ................ 1,249,732 620,102
========== ==========
<PAGE>
GROVE PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
------------------------------
(In thousands)
March 31, March 31,
1997 1996
---- ----
Net cash provided by operating activities ......... $ 949 $ 123
------------ ----------
Cash flows from investing activities:
Cash acquired in acquisition of
partnership assets, net .................. 2,214 --
Additions to real estate assets ............. (20) (26)
------------ ----------
Net cash provided by (used in) investing activities 2,194 (26)
------------ ----------
Cash flows from financing activities:
Net proceeds from mortgage payable on
acquisition ............................... 15,084 235
Financing costs ............................. (648) (21)
Proceeds from New Equity Investment ......... 30,000 --
Equity offering costs........................ (2,458) --
Repayment of mortgages payable .............. (39,657) (12)
Payments to affiliates ...................... (762) (95)
Dividends paid .............................. (217) (119)
------------ ----------
Net cash provided by (used in) financing activities 1,342 (12)
------------ ----------
Net increase in cash and cash equivalents ......... 4,485 85
Cash and cash equivalents, beginning of period .... 381 384
------------ ----------
Cash and cash equivalents, end of period .......... $ 4,866 $ 469
============ ==========
<PAGE>
GROVE PROPERTY TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. FORMATION AND BUSINESS OF THE COMPANY
Grove Property Trust (formerly 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
twenty-four properties with a total of 1,752 residential apartments and
95,255 square feet of commercial property including a 79,000 square foot
neighborhood retail center. The Company purchased three properties on June
23, 1994 (the "Original Properties"), a fourth property ("Cambridge") in
January of 1996, and twenty additional properties on March 14, 1997 (the
"Partnership Properties") from affiliated partnerships (the "Property
Partnerships") in conjunction with a series of transactions (the
"Consolidation Transactions") (collectively the "Properties").
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 March 31, 1997 and results
of operations and its cash flows for the period then ended and the period
ended March 31, 1996. 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, 1996. 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; 1,249,732 shares from January 1, 1997 to March 31,
1997, and 620,102 from January 1, 1996 to March 31, 1996 (both adjusted for
the Stock Split, as defined in note 2). The dilutive effect of the assumed
exercise of outstanding stock options and warrants is less than 3% and,
therefore, is not included.
In February 1997, the Financial Accounting Standard Board issued Statement
No. 128, Earnings Per Share, which is required to be adopted on December
31, 1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact of
Statement 128 on the calculation of primary and fully diluted earnings per
share for the quarter ended March 31, 1997 and March 31, 1996 is not
material.
2. CONSOLIDATION TRANSACTIONS
The Consolidation Transactions were completed on March 14, 1997 and
included the following:
The Company formed an operating partnership to serve as the vehicle
for the consolidation of ownership and/or control of the operations and
assets of the Company (the "Operating Partnership").
Pursuant to an exchange offer, the Operating Partnership purchased
from limited partners (the "Limited Partners") the outstanding
partnership interest of each of the Property Partnerships in exchange
for partnership units (the "Common Units") of the Operating
Partnership, or, in certain circumstances, cash. The number of Common
Units received by a Limited Partner was calculated based upon such
partner's interest in the applicable partnership as applied to the
value of the Property Partnership associated therewith.
Immediately prior to the consummation of the Consolidation
Transactions, the Company declared a stock dividend aggregating 26,250
Common Shares and concurrently effected a stock split of 1.125 to 1
(collectively the "Stock Split"), thereby issuing on a pro rata basis a
total of 95,102 Common Shares to the holders of the issued and
outstanding Common Shares as March 10, 1997.
The Company issued 3,333,333 Common Shares to new equity investors in
exchange for $30 million.
Pursuant to a contribution agreement (the "Contribution Agreement")
among the Company, certain companies and individuals affiliated with
the Company (the "Grove Companies") and the Operating Partnership,
substantially all of the assets and operations of the Company, the
management services division of Grove Property Services Limited
Partnership and the Grove Companies' interests in the acquired Property
Partnerships were transferred to the Operating Partnership.
In exchange for the above, the Grove Companies received an aggregate of
904,867 Common Units in the Operating Partnership and a cash payment of
$177,669 from the Company, and the Company received 620,102 Common
Units in the Operating Partnership. Additionally, the Company
contributed to the Operating Partnership the gross proceeds received
from new equity investments in exchange for a number of additional
Common Units equal to the number of Common Shares issued by the Company
to the new equity investors.
In connection with the Consolidation Transactions, the Operating
Partnership entered into a three-year secured revolving acquisition and
working capital credit facility of approximately $25 million (the
"Revolving Credit Facility") and an approximately $15.1 million
ten-year term mortgage loan.
The Company used a portion of the proceeds from the new equity
investment, together with borrowings under the new credit facilities to
refinance approximately $39.6 million of mortgage indebtedness of the
Property Partnerships and to acquire certain minority interests in
certain of the Property Partnerships.
The following unaudited pro forma information for the three months ended
March 31, 1997 and 1996 is presented as if the Consolidation Transactions
had occurred at the beginning of 1996. The unaudited information does not
purport to represent what the Company's results of operations would have
actually been if such transactions, in fact, had occurred on January 1,
1996, nor does it purport to represent the results of operations for future
periods.
March 31, 1997 March 31, 1996
-------------- --------------
(In thousands, except for per share data)
Revenues $ 4,190 $ 3,942
Net income before minority interest
and extraordinary items 360 307
Earnings per share $ 0.09 $ 0.08
3. MORTGAGE NOTES PAYABLE
Mortgage notes payable at March 31, 1997 and December 31, 1996 consist of
the following:
March 31, 1997 December 31, 1996
-------------- -----------------
(In thousands)
Amortizing first mortgage notes $ 10,066 $ 5,669
Interest only first mortgage notes 19,084 0
---------- ------------
$ 29,150 $ 5,669
============= ============
The Amortizing first mortgage notes have fixed interest rates between 7.04%
and 7.49%, have monthly principal and interest payments based on
amortization schedules between 25 and 30 years, and maturities between the
year 2000 and 2013. The notes are collateralized by 6 of the Properties and
are partially guaranteed by certain executive officers and shareholders of
the Company.
<PAGE>
The Interest only first mortgage notes are comprised of two notes and are
collateralized by 9 of the Properties. One note has a principal balance of
$4,000,000, monthly payments of interest only at a fixed rate of 7.50%, and
matures in 1999. The other note has a principal balance of $15,084,000,
monthly payments of interest only at a variable rate of one month LIBOR
plus 1.14% (one month LIBOR was 5.6875% on March 31, 1997), and matures in
2007.
The interest rate on the variable note has effectively been fixed with two
interest rate swap contracts (the "Interest Swaps") with a bank. The
Interest Swaps, in effect, (i) have fixed $7.6 million of debt at 7.67% for
the period from October 1, 1997 through October 1, 2007, and (ii) have
fixed an additional $7.6 million of debt at 7.68% for the period from
October 1, 1997 through January 4, 2005. The Interest Swaps have been
pledged as collateral under the variable note.
4. REVOLVING CREDIT FACILITY
In March 1997, the Operating Partnership entered into a three year
Revolving Credit Facility with a bank, guaranteed by the Company, for up to
$25.0 million. Borrowings under the Revolving Credit Facility are
collateralized by 8 of the Properties (the "Collateral Properties") and
bear interest payable monthly at a floating rate of 1.2% above the 30, 60,
or 90 day LIBOR rate. The Operating Partnership is required to maintain
certain financial covenants as defined in the Revolving Credit Facility
agreement. The Revolving Credit Facility is available to fund future
property acquisitions, up to $4.0 million is available to fund working
capital needs, and up to $2.0 million is available to fund the redemption
of Common Units or the purchase of Common Shares by the Operating
Partnership. As of March 31, 1997, there was no outstanding indebtedness
under the Revolving Credit Facility.
5. STOCK OPTIONS AND WARRANTS
Under the 1996 Share Incentive Plan and in conjunction with the
Consolidation Transactions the Company granted nonqualified stock options
to purchase 300,000 Common Shares with an exercise price equal to the fair
value of the Common Shares at the date of grant.
<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 financial
statements and notes thereto included elsewhere in this Report.
The results of operations for the three months ended March 31, 1997 include the
three multifamily properties (the "Original Properties") that the Company has
owned since its inception, a fourth property ("Cambridge"), acquired on January
12, 1996, and twenty additional properties acquired on March 14, 1997 in
conjunction with the Consolidation Transactions (the "Consolidation
Properties"), (collectively, the "Properties). The results of operations for the
three months ended March 31, 1996 include the three Original Properties and
Cambridge for the period subsequent to January 11, 1996.
Results of Operations
Results of operations of the Company for the three months ended March 31, 1997
and March 31, 1996.
Total revenues increased $811,000 from $495,00 to $1,306,000 during the three
months ended March 31, 1997, as compared to the corresponding period in 1996.
Approximately $711,00 of the increase is due to operations of the Consolidation
Properties. Additionally, $45,000 of the increase is related to property
management revenues which represent fees earned on management services provided
to properties owned by affiliated entities. Such revenue is derived from
management contracts acquired in conjunction with the Consolidation
Transactions, therefore there was no comparable revenue during the corresponding
period in 1996. The remainder of the increase in total revenues is attributable
to the increases in rental rates experienced at the Original Properties and
Cambridge, discussed below, and from the current period being the first full
period of operations in the Company for Cambridge.
The Original Properties and Cambridge experienced increases in rental rates
which increased revenues. The Original Properties weighted average rental rates
increased to $706 for the three months ended March 31, 1997 from $678 for the
three months ended March 31, 1996. Physical occupancy for the Original
Properties and Cambridge remained at an aggregate weighted average occupancy of
97.6% for the three months ended March 31, 1997 and March 31, 1996. Physical
occupancy for the Original Properties and Cambridge decreased to 97.0% at March
31, 1997 from 97.4% at March 31, 1996. The weighted average physical occupancy
for the Consolidation Properties was 97.8% at March 31, 1997.
Property operating and maintenance expenses increased $308,000 from $180,000 to
$488,000 during the three months ended March 31, 1997, as compared to the
corresponding period in 1996. Expenses increased approximately $309,000 due to
the acquisition of the Consolidation Properties offset by a decrease in
operating and maintenance expenses at the Original Properties and Cambridge due
to the relatively mild winter experienced during 1997 as compared to the harsh
winter experienced in the New England area during the corresponding period in
1996.
General and administrative expenses increased $49,000 from $20,000 to $69,000
during the three months ended March 31, 1997, as compared to the corresponding
period in 1996. The increase is primarily due to additional expenses related to
the acquisition of the Consolidation Properties and increased overhead expenses.
Real estate taxes increased $66,00 from $50,000 to $116,000 during the three
months ended March 31, 1997, as compared to the corresponding period in 1996.
Approximately $63,000 of this increase is attributable to the Consolidation
Properties.
Related party management fees decreased $4,000 from $26,00 to $22,000 during
the three months ended March 31, 1997, as compared to the corresponding period
in 1996. This decrease is due to the acquisition by the Company of the
management services division of Grove Property Services Limited Partnership
("GPS") as part of the Consolidation Transactions.
Interest expense increased $86,000 from $88,000 to $173,000 during the three
months ended March 31, 1997, as compared to the corresponding period in 1996.
Approximately $80,000 of this increase is due to the $23.5 million mortgage debt
assumed and/or refinanced as part of the Consolidation Transactions. The
remaining increase is due to the operations of Cambridge for the full period.
Depreciation and amortization increased $130,000 from $110,000 to $240,000
during the three months ended March 31, 1997, as compared to the corresponding
period in 1996. This increase results from approximately $145,000 attributable
to the Consolidation Properties offset by a decrease in amortization expense of
$15,000 resulting from the prior year write off of financing fees related to a
credit line which was terminated.
Conveyance taxes of $68,000 for the three months ended March 31, 1997 relate to
the Consolidation Transactions. This expense is a non-recurring item.
The Company's net income increased $76,000 from $21,000 to $97,000 during the
three months ended March 31, 1997, as compared to the corresponding period in
1996. Approximately $55,000 of this increase results from the net effect of
decreasing expenses and increasing rental rates at the Original Properties and
Cambridge, as discussed above. The remaining increase is due to the operations
of the Consolidation Properties.
Liquidity and Capital Resources
Cash and cash equivalents totaled $4,866,000 as of March 31, 1997. The Company's
long-term debt to market capitalization on March 31, 1997 was 33% based on total
market capitalization of $88,311,000 (6,067,874 Operating Partnership units
and shares of common stock outstanding at $9.75 plus term debt) and
term debt of $29,150,000.
Cash provided by operating activities was $949,000 for the three months ended
March 31, 1997. Cash provided by investing activities was $2,194,000 for the
three months ended March 31, 1997.
Net cash provided by financing activities was $1,342,000 for the three months
ended March 31, 1997.
On March 10, 1997, the Company declared a dividend of $0.184 per share which was
paid on March 28, 1997. The dividends declared during the period of $0.184 per
share resulted in a 34.5% payout of funds from operations for the three months
ended March 31, 1997.
The Company intends to meet its short term liquidity requirements through cash
flow provided by operations. The Company 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.
The Company may use other sources of capital to finance additional acquisitions
including, but not limited to, the selling of additional equity interest in the
Company, non-distributed Funds From Operations, the issuance of debt securities,
funds from the Revolving Credit Facility, and exchanging Common Shares or Common
Units for properties or interest in properties.
The Company continuously evaluates properties for possible acquisition or
disposition. Individual properties may be acquired through direct purchase of
the property or through the purchase of the entity owning such property and may
be made for cash or securities of the Company or the Operating Partnership. In
connection with any acquisition, the Company may incur additional indebtedness.
If the Company acquires or disposes of any property, such acquisition or
disposition could have a significant effect on the Company's financial
condition, results of operations or cash flows.
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. The Company
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 the Company's performance or as an
alternative to cash flow as a measure of liquidity.
FFO increased $149,000 from $131,000 for the three months ended March 31, 1996
to $280,000 for the three months ended March 31, 1997. Dividends declared for
the three months ended March 31, 1997 were $97,000, representing 34.5% of FFO.
However, the dividends declared for the three months ended March 31, 1997 were
for a short dividend period of January 1, 1997 through March 13, 1997, and
therefore the March 31, 1997 FFO payout ratio is not comparable to the March 31,
1996 ratio. Dividends declared for the three months ended March 31, 1996 were
$119,000, representing 91.0% of FFO.
Inflation
Substantially all of the leases at the properties are for a term of one year or
less, which may enable the Company to seek increased rents upon renewal or
reletting. Such short-term leases generally lessen the risk to the Company of
the potential adverse effects of inflation.
"Safe Harbor" Statement under Private Securities Litigation Reform Act of 1996
Certain statements contained in this report, and in particular in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," statements in other filings with the Securities and Exchange
Commission and statements in other public documents of the Company may be
forward looking and are subject to a variety of risks and uncertainties. Many
factors could cause actual results to differ materially from these statements.
These factors include, but are not limited to, (i) population shifts which may
increase or decrease the demand for rental housing, (ii) the value of commercial
and residential rental properties in the Northeast where all of the Company's
properties are located, in recent years, have fluctuated considerably, (iii) the
effect on the Company's properties of competition from new apartment complexes
which may be completed in proximity to such properties thereby increasing
competition, (iv) the effect of weather and other conditions which can
significantly affect property operating expenses and (v) other factors which
might be described for time to time in the Company's filings with the Securities
and Exchange Commission. In addition, the Company is subject to the effects of
changes in the general business economic conditions.
Although the Company believes that its properties will continue to be attractive
to tenants and that it will be able to control expenses, future revenue and
operating trends cannot be reliably predicted. These trends may cause the
Company to adjust its operation in the future. Factors external to the Company
can also affect the price of the Company's Common Shares. Because of the
foregoing and other factors, recent trends should not be considered reliable
indicators of future financial results or stock prices.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description
3.1 Third Amended and Restated Declaration of Trust of the Company
substantially as filed with the State of Maryland State Department of
Assessments and Taxation, as incorporated by reference as Exhibit 3.1
to Form 10-QSB filed with the U.S. Securities and Exchange
Commission, File No. 1-13607.
4.1 Revolving Credit Agreement dated March 26,
1997, among Grove Operating L.P., the Company
and Rhode Island Hospital Trust National Bank
(a Bank of Boston company) and Other Banks
which may become parties to the Agreement and
Rhode Island Hospital Trust National Bank, as
Agent, as incorporated by reference as Exhibit 4.1
to Form 10-QSB filed with the U.S. Securities and Exchange
Commission, File No. 1-13607.
27 Financial Data Schedule
(b) Reports on Form 8-K.
During the quarter ended March 31, 1997, the Company filed three
Current Reports on Form 8-K. The first such Current Report was dated February
21, 1997 and reported information under Item 5. The second such Current Report
was dated March 14, 1997 and reported information under Item 5. The third such
Current Report also dated March 14, 1997 reported information under Item 2 and
Item 6. The Current Report on Form 8-K dated March 14, 1997 which responded to
Item 2 and Item 6 contained the following financial statements:
GROVE REAL ESTATE ASSET TRUST
Pro Forma Financial Statements (Unaudited):
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1996
Notes to Pro Forma Condensed Consolidated Balance Sheet
Pro Forma Condensed Consolidated Statements of Income for the Nine Months
Ended September 30, 1996 and Year Ended December 31, 1995
Notes to Pro Forma Condensed Consolidated Statements of Income
Historical Financial Statements:
Unaudited Balance Sheet as of September 30, 1996
Unaudited Statements of Income for the Nine Months Ended September 30, 1996
and 1995
Unaudited Statement of Changes in Shareholders' Equity for the Nine Months
Ended September 30, 1996
Unaudited Statements of Cash Flows for the Nine Months Ended
September 30, 1996 and 1995
Notes to the Unaudited Financial Statements
Report of Independent Auditors
Balance Sheet as of December 31, 1995
Statements of Income for the Year Ended December 31, 1995 and the period
from inception (June 24, 1994) to December 31, 1994
Statements of Shareholders' Equity for the Year Ended December 31, 1995
and the period from inception (June 24, 1994) to december 31, 1994
Statements of Cash Flows for the Year Ended December 31, 1995 and the
period from inception (June 24, 1994) to December 31, 1994
Notes to Financial Statements
<PAGE>
GROVE OPERATING, L.P.
Financial Statements:
Report of Independent Auditors
Balance Sheet as of November 4, 1996
Notes to Balance Sheet
GROVE PROPERTY SERVICES LIMITED PARTNERSHIP AND PROPERTY PARTNERSHIPS
Combined Financial Statements:
Report of Independent Auditors
Combined Balance Sheets as of September 30, 1996 (unaudited) and
December 31, 1995
Combined Statements of Income for the Nine Months Ended September 30,
1996 (unaudited) and 1995 (unaudited) and the Years Ended
December 31, 1995 and 1994
Combined Statements of Changes in Owners' Equity for the
Nine Months Ended September 30, 1996 (unaudited) and the
Years Ended December 31, 1995 and 1994
Combined Statements of Cash Flows for the
Nine Months Ended September 30, 1996 (unaudited) and 1995 (unaudited)
and the Years Ended December 31, 1995 and 1994
Notes to the Combined Financial Statements
GROVE CAMBRIDGE ASSOCIATES LIMITED PARTNERSHIP
Financial Statements:
Report of Independent Auditors
Balance Sheet as of December 31, 1995
Statement of Operations for the Years Ended December 31, 1995 and 1994
Statement of Changes in Partners' Equity (Deficit) for the Years Ended
December 31, 1995 and 1994
Statement of Cash Flows for the Years Ended December 31, 1995 and 1994
Notes to the Financial Statements
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this amendment to its report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REGISTRANT:
GROVE PROPERTY TRUST
Date: November 18, 1997 By: /s/Joseph R. LaBrosse
---------------------
Name: Joseph R. LaBrosse
(on behalf of the registrant and as Chief
Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3.1 Third Amended and Restated Declaration of Trust of the Company
substantially as filed with the State of Maryland State Department of
Assessments and Taxation, as incorporated by reference as Exhibit 3.1
to Form 10-QSB filed with the U.S. Securities and Exchange
Commission, File No. 1-13607.
4.1 Revolving Credit Agreement dated March 26,
1997, among Grove Operating L.P., the Company
and Rhode Island Hospital Trust National Bank
(a Bank of Boston company) and Other Banks
which may become parties to the Agreement and
Rhode Island Hospital Trust National Bank, as
Agent, as incorporated by reference as Exhibit 4.1
to Form 10-QSB filed with the U.S. Securities and Exchange
Commission, File No. 1-13607.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,714,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,235,000
<PP&E> 94,572,000
<DEPRECIATION> 25,841,000
<TOTAL-ASSETS> 75,966,000
<CURRENT-LIABILITIES> 7,010,000
<BONDS> 29,150,000
0
0
<COMMON> 40,000
<OTHER-SE> 25,060,000
<TOTAL-LIABILITY-AND-EQUITY>75,866,000
<SALES> 0
<TOTAL-REVENUES> 1,306,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,003,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 173,000
<INCOME-PRETAX> 97,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 97,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 97,000
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
