SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[ X ] 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.
For the transition period from to
Commission file number 1-14462
AmeriVest Properties, Inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter.)
Delaware 84-1240264
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7100 Grandview Avenue, Suite 1
Arvada, Colorado 80002
- ------------------------------ --------
(Zip Code)
(303) 421-1224
----------------------------------------------
(Issuer's telephone number, including area code)
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
--- ---
As of December 2, 1996 the Registrant had outstanding 1,382,870 shares of common
stock, per value $.001.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
FORM 10-QSB/A
September 30, 1996
Table of Contents
-----------------
Page No.
Part I
Item 1. Financial Statements
Balance Sheets as of December 31, 1995 and
September 30, 1996 3
Statements of Operations for the Three and
Nine Months Ended September 30, 1996 and 1995 4
Statements of Cash Flows for the Nine Months Ended
September 30, 1996 and 1995 5
Notes to Financial Statements 7
Pro Forma Combined, Condensed Financial Statements
Balance Sheet as of September 30, 1996 9
Statement of Operations Year Ended December 31, 1995 11
Statement of Operations for the Nine Months
Ended September 30, 1996 12
Notes to Pro Forma Combined, Condensed
Financial Statements 13
Item 2. Management=s Discussion and Analysis of
Financial Condition and Results of Operations 14
Part II
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
2
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31, September 30,
1995 1996
------------ -------------
(Unaudited)
CURRENT ASSETS
Cash $ 7,177 $ 9,441
Accounts receivable 386 500
Prepaid expenses 25,658 1,020
----------- -----------
Total Current Assets 33,221 10,961
REAL ESTATE, PROPERTY & EQUIPMENT (net) 1,282,058 1,251,706
OTHER ASSETS
Deferred offering costs 132,648 363,508
Other 268 182
----------- -----------
132,916 363,690
----------- -----------
$ 1,448,195 $ 1,626,357
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable - trade $ 64,702 $ 154,618
Note payable - related 125,000 180,000
Current portion of long term debt 18,023 18,803
Property taxes payable 33,163 24,872
Accrued interest payable 11,927 22,888
Security deposits 15,771 15,771
----------- -----------
Total Current Liabilities 268,586 416,952
----------- -----------
LONG-TERM DEBT 1,178,595 1,164,442
----------- -----------
COMMITMENTS
REDEEMABLE COMMON STOCK 97,221 97,221
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, $.001 par value
Authorized - 10,000,000 shares
Issued and outstanding - 284,000 shares 284 284
Capital in excess of par value 509,512 651,504
Accumulated deficit (508,782) (606,825)
Redeemable common stock (97,221) (97,221)
----------- -----------
(96,207) (52,258)
----------- -----------
$ 1,448,195 $ 1,626,357
=========== ===========
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
September 30 September 30
--------------------- ----------------------
1995 1996 1995 1996
--------- --------- ---------- ---------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
RENTAL REVENUE, net $ 55,824 $ 59,561 $ 166,886 $ 176,986
--------- --------- --------- ---------
OPERATING EXPENSES
Property operations 7,941 10,249 24,227 28,977
General and administrative 54,150 35,043 124,361 115,346
Management fee - related 4,200 4,478 12,600 13,349
Interest - related 1,295 4,230 1,295 11,088
- other 25,539 25,186 76,908 75,868
Depreciation and amortization 10,142 10,143 30,426 30,428
--------- --------- --------- ---------
103,267 89,329 269,817 275,056
--------- --------- --------- ---------
OPERATING (LOSS) (47,443) (29,768) (102,931) (98,070)
--------- --------- --------- ---------
OTHER INCOME
Interest income 107 7 1,743 27
--------- --------- --------- ---------
(47,336) (29,761) (101,188) (98,043)
--------- --------- --------- ---------
INCOME APPLICABLE TO PREDECESSOR
PARTNERSHIP -- -- 13,312 --
--------- --------- --------- ---------
NET (LOSS) $ (47,336) $ (29,761) $(114,500) $ (98,043)
========= ========= ========= =========
NET (LOSS) PER SHARE $ (.17) $ (.10) $ (.40) $ (.34)
========= ========= ========= =========
AVERAGE SHARES OUTSTANDING 284,000 284,000 284,000 284,000
========= ========= ========= =========
See accompanying notes to financial statements
4
4
</TABLE>
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30
-----------------------
1995 1996
--------- ---------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(101,188) $ (98,043)
Adjustments to reconcile net (loss)
to net cash (used)
by operating activities
Depreciation and amortization 30,426 30,428
Changes in assets and liabilities
Decrease (increase) in receivables 21,499 (114)
(Increase) decrease in prepaids (2,403) 24,638
(Increase) in deferred offering
costs (93,285) (230,860)
Decrease in related party
receivables 20,881 --
Increase in accounts
payable 81,111 89,215
(Decrease) increase in accruals (4,749) 3,381
Other 21,317 --
--------- ---------
Net cash (used) by
operating activities (26,391) (181,355)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
See accompanying notes to financialstatements.
5
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Nine Months Ended
September 30
1995 1996
---------- ----------
(Unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock warrants
for cash $ -- $ 150,000
Cash paid for offerings -- (8,008)
Cash distributed to partners (23,000) --
Loan proceeds - related 70,000 55,000
Payments on long-term debt (12,287) (13,373)
--------- ---------
Net cash provided by
financing activities 34,713 183,619
--------- ---------
NET INCREASE IN CASH 8,322 2,264
CASH, BEGINNING OF PERIOD 46,955 7,177
--------- ---------
CASH, END OF PERIOD $ 55,277 $ 9,441
========= =========
See accompanying notes to financial statements.
6
<PAGE>
AMERIVEST PROPERTIES INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1996
General
- -------
The unaudited financial statements included herein were prepared from the
records of the Company in accordance with Generally Accepted Accounting
Principles and reflect all adjustments which are, in the opinion of management,
necessary to provide a fair statement of the results of operations and financial
position for the interim periods. Such financial statements generally conform to
the presentation reflected in the Company=s registration statement on Form SB-2
which became effective with the Securities and Exchange Commission on August 30,
1996. The current interim periods reported herein should be read in conjunction
with the Company=s registration statement subject to independent audit at the
end of the year.
The results of operations for the nine months ended September 30, 1996 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1996.
Subsequent Event
- ----------------
Subsequent to the period reported, the Company on November 5, 1996 closed
its initial public offering. The total number of shares of common stock sold
were 1,098,870 and the total number of warrants sold were 549,435. The net
proceeds from the offering was $4,931,587. In addition, on October 30, 1996, the
Company acquired the five properties identified in its registration statement on
Form SB-2, which became effective with the Securities and Exchange Commission on
August 30, 1996.
7
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
AMERIVEST PROPERTIES INC.
PRO FORMA COMBINED, CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying pro forma financial statements give effect to the
acquisition agreements between AmeriVest Properties Inc. and its wholly owned
subsidiary, AmeriVest Broadway Properties, Inc., (ABP) (collectively
"AmeriVest") and Consolidated American Properties, Ltd., the parent of Giltedge
Office Building, Inc. (GBI) and Consolidated Storage Properties, Inc. (CSP),
accounted for as purchases; the completion of the offering of 1,098,870 shares
of common stock and 549,435 redeemable common stock purchase warrants; and
AmeriVest's qualification as a REIT. AmeriVest has received the opinion of
special tax counsel that it has been organized in conformity with the
requirements for qualification as a REIT. AmeriVest intends to fulfill all
requirements to qualify and operate as a REIT.
The accompanying pro forma combined condensed balance sheet combines the
balance sheets of AmeriVest as of September 30, 1996 with GBI and CSP as of
September 30, 1996.
The pro forma combined condensed statement of operations for the year ended
December 31, 1995, and nine months ended September 30, 1996, combines the
statements of operations of AmeriVest, GBI and CSP. The pro forma combined
condensed statements of operations are presented as if the acquisitions had
occurred at the beginning of the period presented. The pro forma combined
condensed balance sheet is presented as if the acquisition had occurred at
September 30, 1996.
The pro forma combined condensed financial statements have been prepared by
AmeriVest management based upon the historical financial statements of
AmeriVest, GBI and CSP. These pro forma statements may not be indicative of the
results that actually would have occurred if the combination had been in effect
on the dates indicated or which may be obtained in the future. The pro forma
financial statements should be read in conjunction with the historical financial
statements and notes hereto contained elsewhere in this document.
8
<PAGE>
<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
AMERIVEST PROPERTIES INC.
PRO FORMA COMBINED, CONDENSED BALANCE SHEET
September 30, 1996
(Unaudited)
ASSETS
Historical Financial Statements
----------------------------------------- Pro Forma Pro Forma
AmeriVest GBI CSP Adjustments Combined
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ 9,441 $ 39,350 $ 63,268 $ 4,931,587 (B) $ 1,852,282
(194,497)(D)
729,556 (E)
(3,807,505)(F)
81,082 (H)
Accounts receivable 500 10,911 37,735 -- 49,146
Note receivable - parent -- 229,010 500,546 (729,556) (E) --
Prepaid expenses 1,020 366 4,464 -- 5,850
---------- ---------- ----------- ------------ ------------
Total Current Assets 10,961 279,637 606,013 (1,010,667) 1,907,278
---------- ----------- ----------- ------------- ------------
REAL ESTATE, PROPERTY AND
EQUIPMENT, net 1,251,706 2,071,599 2,856,230 4,485,188 (F) 10,554,397
(110,326)(G)
---------- ----------- ----------- ------------- ------------
1,251,706 2,071,599 2,856,230 4,374,862 10,554,397
---------- ----------- ----------- ------------- ------------
OTHER ASSETS
Deferred offering costs 363,508 -- -- (363,508)(C) --
Loan fees and other, net 182 37,639 81,120 -- 118,941
---------- ----------- ----------- ------------- ------------
363,690 37,639 81,120 (363,508) 118,941
---------- ----------- ----------- ------------- ------------
$1,626,357 $ 2,388,875 $ 3,543,363 $ 5,022,021 $ 12,580,616
========== =========== =========== ============= ============
See notes to the pro forma combined, condensed financial statements
9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
AMERIVEST PROPERTIES INC.
PRO FORMA COMBINED, CONDENSED BALANCE SHEET (Continued)
September 30, 1996
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Historical Financial Statements
-------------------------------------------- Pro Forma Pro Forma
AmeriVest GBI CSP Adjustments Combined
<S> <C> <C> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 170,389 $ 23,947 $ 96,210 $ (189,808)(C) $ 100,738
Current portion of long-term debt 18,803 29,036 80,839 -- 128,678
Note payable - related 180,000 -- -- (180,000)(D) --
Accrued expenses 47,760 76,509 139,732 (14,497)(D) 249,504
Income taxes -- 12,172 6,259 (18,431)(H) --
------------ ------------ ------------ ------------ ------------
Total Current
Liabilities 416,952 150,200 323,040 (419,808) 478,920
------------ ------------ ------------ ------------ ------------
LONG-TERM DEBT 1,164,442 2,021,760 4,114,921 -- 7,301,123
------------ ------------ ------------ ------------ ------------
REDEEMABLE COMMON STOCK 97,221 -- -- (97,221)(I) --
------------ ------------ ------------ ------------ ------------
STOCKHOLDERS' EQUITY
Common stock 284 50 251 1,099 (B) 1,383
(301)(F)
Capital in excess 651,504 185,984 (968,650) 4,930,488 (B) 5,399,756
(173,700)(C)
774,130 (F)
Retained earnings (deficit) (606,825) 22,345 73,801 (96,146)(F) (600,566)
(110,326)(G)
116,585 (H)
Redeemable common stock (97,221) -- -- 97,221 (I) --
------------ ------------ ------------ ------------ ------------
(52,258) 208,379 (894,598) 5,539,050 4,800,573
------------ ------------ ------------ ------------ ------------
$ 1,626,357 $ 2,388,875 $ 3,543,363 $ 5,022,021 $ 12,580,616
============ ============ ============ ============ ============
See notes to the pro forma combined, condensed financial statements.
10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
AMERIVEST PROPERTIES INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(Unaudited)
Historical Financial Statements
------------------------------------------ Pro Forma Pro Forma
AmeriVest GBI CSP Adjustments Combined
<S> <C> <C> <C> <C> <C>
RENTAL REVENUE, net $ 223,203 $ 760,039 $ 1,396,147 $ (9,600)(A) $2,369,789
---------- ---------- ----------- -------- -----------
OPERATING EXPENSES
Property operations 42,143 344,627 341,936 -- 728,706
General & administrative 170,674 27,836 82,631 (9,600)(A) 323,141
51,600 (K)
Management fee - related 16,988 115,045 189,509 (193,483)(J) 128,059
Interest expense 105,843 177,341 387,300 -- 670,484
Depreciation and
amortization 40,570 128,196 238,168 160,637 (G) 567,571
---------- ----------- ----------- -------- -----------
376,218 793,045 1,239,544 9,154 2,417,961
---------- ----------- ----------- -------- -----------
OPERATING (LOSS) INCOME (153,015) (33,006) 156,603 ( 18,754) (48,172)
---------- ----------- ----------- -------- ----------
OTHER INCOME 1,757 6,589 7,094 -- 15,440
---------- ----------- ----------- -------- ----------
(LOSS) INCOME BEFORE
INCOME TAXES (151,258) (26,417) 163,697 (18,754) (32,732)
INCOME TAXES -- 5,400 52,000 57,400 (H) --
---------- ----------- ----------- -------- -----------
NET (LOSS) INCOME $ (151,258) $ (31,817) $ 111,697 $ 38,646 $ (32,732)
============= =========== =========== ======== ===========
PRO FORMA INCOME PER SHARE $ (.024)
===========
AVERAGE SHARES OUTSTANDING 1,382,870
===========
See notes to the pro forma combined, condensed financial statements.
11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
AMERIVEST PROPERTIES INC.
PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
Historical Financial Statements
------------------------------------ Pro Forma Pro Forma
AmeriVest GBI CSP Adjustments Combined
<S> <C> <C> <C> <C> <C>
RENTAL REVENUE, net $ 176,986 $624,577 $ 953,191 $ (4,800)(A) $1,749,954
----------- -------- --------- -------- ----------
OPERATING EXPENSES
Property operations 28,977 268,728 301,155 598,860
General & administrative 115,346 7,695 11,049 (4,800)(A) 129,290
Management fee - related 13,349 31,064 48,513 92,926
Interest expense 86,956 131,366 313,442 531,764
Depreciation and
amortization 30,428 99,144 178,745 110,326 (G) 418,643
----------- -------- --------- -------- ----------
275,056 537,997 852,904 105,526 1,771,483
----------- -------- --------- -------- ----------
OPERATING (LOSS) INCOME (98,070) 86,580 100,287 (110,326) (21,529)
----------- -------- --------- --------- ----------
OTHER INCOME 27 9,178 23,412 -- 32,617
----------- -------- --------- --------- ----------
(LOSS) INCOME BEFORE
INCOME TAXES (98,043) 95,758 123,699 (110,326) 11,088
INCOME TAXES -- 38,949 69,100 (108,049)(H) --
----------- -------- --------- --------- ----------
NET (LOSS) INCOME $ (98,043) $ 56,809 $ 54,599 $ (2,277) $ 11,088
=========== ======== ========= ========= ==========
PRO FORMA INCOME PER SHARE $ 0.01
==========
AVERAGE SHARES OUTSTANDING 1,382,870
==========
See notes to the pro forma combined, condensed financial statements.
12
12
</TABLE>
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARY
AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
AMERIVEST PROPERTIES INC.
NOTES TO PRO FORMA COMBINED, CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The pro forma adjustments are as follows:
(A) To eliminate intercompany rental income and expense.
(B) To give effect to the net proceeds of $4,931,587 from the sale of
1,098,870 shares of common stock, at $5.00 per share, and 549,435
redeemable common stock purchase warrants, at $.10 per warrant.
(C) To charge deferred offering costs against offering proceeds.
(D) To give effect to the payment of $194,497 on related party loan and
accrued interest.
(E) To give effect to receipt of $729,556 of notes receivable and related
accrued interest on loans to related party.
(F) To give effect to the acquisition of real estate companies for
$3,325,000 pursuant to purchase agreements, and related closing
adjustments of $482,505, for total cash consideration of $3,807,505,
accounted for as purchases.
(G) To give effect to additional depreciation expense on real estate
companies acquired.
(H) To adjust income taxes after giving effect to pro forma adjustments
and acquisition of real estate companies as if the Company qualified
as a REIT, distributed all of its taxable income, and therefore
incurred no tax expense.
(I) To reclassify redeemable common stock upon completion of public
offering.
(J) To eliminate real estate advisory fees paid to related party for
strategic planning, investment, asset management, and other similar
services rendered to the real estate companies to be acquired. These
services will be performed by the President of the Company.
(K) To give effect to additional compensation of $48,000, and related
employee benefits, to President of the Company, based on an annual
salary of $90,000.
2. The pro forma weighted average number of shares outstanding used in
computing pro forma income per share has been calculated assuming that all
shares issued and outstanding as of September 30, 1996, and the number of
shares to be issued from the common stock offering have been outstanding
for the period presented.
13
<PAGE>
AMERIVEST PROPERTIES INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
-----------------------------------------------------------------------
Results Of Operations
---------------------
Nine Months Ended September 30, 1996, Compared With Nine Months Ended
September 30, 1996.
- --------------------------------------------------------------------------------
The Company's rental income for the nine months ended September 30, 1996
increased approximately 4.9% over the comparable period in 1995. Operating
expenses for the period increased 1.9%. The net loss improved over the previous
year's comparable period by $16,500, due primarily to general and administrative
expenses being reduced by $9,000 and rental revenue being increased by
approximately $10,000. The net loss per share was $.34 as compared to $.40 in
the previous year.
During this period, the Company's operations included only one property;
however, beginning in late October 1996, and thereafter, the Company's
operations will include the five properties acquired with the proceeds from the
Company's initial public offering.
Financial Condition, Liquidity And Capital Resources
----------------------------------------------------
The consolidated financial condition of the Company evidenced the following
changes from December 31, 1995, to September 30, 1996. Current assets decreased
approximately $22,000, primarily due to timing of prepaid expenses. Deferred
offering costs increased by $231,000; this increase was attributable to the cost
of completing the Company's initial public offering, noted below, on November 5,
1996. Changes in real estate, property and equipment of $30,000 is due to
depreciation for the nine month period. Current liabilities increased by
approximately $148,000, primarily due to increase in accounts payable of $90,000
and note payable of $55,000. Long-term debt decreased by $14,000.
On November 5, 1996 the Company closed on its initial public offering. The
net proceeds from the offering were $4,931,587. Approximately $3,800,000 was
used to acquire the five properties identified in the Company's registration
statement on Form SB-2. The remaining funds will be used for working capital and
are available for additional acquisitions.
With the completion of the public offering and the acquisition of the five
properties, the contingency regarding the Redeemable Common Stock no longer
exists, and Redeemable Common Stock will be reclassified to Stockholders'
Equity.
14
<PAGE>
Part II. Other Information
Item 5. Other Information
-----------------
On November 5, 1996 the Registrant closed its initial public offering.
The total number of shares of common stock sold was 1,098,870 and the total
number of warrants sold was 549,435. The Company received net proceeds from the
offering of $4,931,587.
On October 30, 1996 the Registrant acquired the five properties
identified in its registration statement that became effective with Securities
and Exchange Commission on August 30, 1996.
Item 6. Exhibits And Reports On Form 8-K.
---------------------------------
(a) The following Exhibit is filed as part of this Quarterly Report
on Form 10-QSB:
27. Financial Data Schedule
(b) During the quarter ended September 30,1996, the Registrant did
not file any reports on Form 8-K.
SIGNATURES
----------
Pursuant to the requirements of the Securities And Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERIVEST PROPERTIES INC.
December 4, 1996
By:
------------------------------
James F. Etter, President and
Principal Financial Officer
15
