SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarterly period ended March 31, 2000.
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.)
Maryland 84-1240264
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
- ---------------- -----
(Zip Code)
(303) 297-1800
--------------
(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 May 12, 2000 the Registrant had outstanding 2,228,850 shares of common
stock, par value $.001.
Transitional Small Business Disclosure Format (check one):
Yes ___ No X
1
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
FORM 10-QSB
MARCH 31, 2000
Table of Contents
-----------------
Page No.
Part I
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
2
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<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS March 31, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investment in real estate
Land $ 6,052,418 $ 6,052,418
Buildings and improvements 27,664,929 27,643,666
Furniture, fixtures and equipment 322,312 323,838
Tenant improvements 670,226 670,267
Less accumulated depreciation and amortization (6,879,723) (6,610,743)
------------ ------------
Net Investment in Real Estate 27,830,162 28,079,446
Cash and cash equivalents 379,860 458,336
Escrow deposit 514,059 509,556
Tenant accounts receivable 61,718 61,886
Deferred financing costs, net 535,858 547,609
Prepaid expenses and other assets 583,962 657,625
------------ ------------
$ 29,905,619 $ 30,314,458
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Mortgage loans and notes payable $ 22,383,463 $ 22,467,915
Accounts payable and accrued expenses 233,666 186,802
Accrued interest 142,151 142,551
Accrued real estate taxes 354,895 624,880
Prepaid rents and security deposits 418,015 366,072
Dividends payable 267,462 267,462
------------ ------------
Total Liabilities 23,799,652 24,055,682
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
Authorized - 5,000,000 shares
Issued and outstanding - none -- --
Common stock, $.001 par value
Authorized - 15,000,000 shares
Issued and outstanding - 2,228,850 shares 2,229 2,229
Capital in excess of par value 8,179,723 8,179,723
Distributions in excess of accumulated earnings (2,075,985) (1,923,176)
------------ ------------
Total Stockholders' Equity 6,105,967 6,258,776
------------ ------------
$ 29,905,619 $ 30,314,458
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
3
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
---------
2000 1999
---------- ----------
(Unaudited) (Unaudited)
REAL ESTATE OPERATING REVENUE
Rental Revenue
Commercial properties $1,297,682 $1,001,102
Storage properties 315,195 327,702
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1,612,877 1,328,804
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REAL ESTATE OPERATING EXPENSES
Property operating expenses
Operating expenses 412,173 334,041
Real estate taxes 157,079 139,645
Management fees 78,853 22,098
General and administrative 133,821 153,918
Interest 437,493 363,564
Depreciation and amortization 287,878 243,781
---------- ----------
1,507,297 1,257,047
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OTHER INCOME
Interest income 9,073 --
---------- ----------
9,073 --
---------- ----------
NET INCOME $ 114,653 $ 71,757
========== ==========
NET INCOME PER COMMON SHARE
Basic $ 0.05 $ 0.04
========== ==========
Diluted $ 0.05 $ 0.04
========== ==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic 2,228,850 1,658,770
========== ==========
Diluted 2,230,018 1,662,520
========== ==========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
4
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<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
2000 1999
--------- ---------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income $ 114,653 $ 71,757
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 287,878 244,428
Changes in assets and liabilities
Increase in escrow deposits (4,503) --
Decrease (increase) in receivables 168 (17,432)
Decrease in prepaid expenses and other assets 69,709 77,740
Increase (decrease) in accounts payable 46,864 (7,741)
Decrease in accruals (218,442) (261,721)
--------- ---------
Net cash provided by operating activities 296,327 107,031
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investments in real estate (22,889) (37,533)
--------- ---------
Net cash flows from investing activities (22,889) (37,533)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgage loans (84,452) (70,506)
Dividends paid (267,462) (199,052)
--------- ---------
Net cash flows from in financing activities (351,914) (269,558)
--------- ---------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (78,476) (200,060)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 458,336 441,316
--------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 379,860 $ 241,256
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest during the period $ 437,893 $ 363,564
========= =========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
5
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<PAGE>
AMERIVEST PROPERTIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
1. General
-------
The unaudited financial statements included herein were prepared from the
records of the Company in accordance with generally accepted accounting
principles in the United States 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 Form
10-KSB filed with the Securities and Exchange Commission for the year ended
December 31,1999. The current interim period reported herein should be read in
conjunction with the Company's Form 10-KSB subject to independent audit at the
end of the year.
The results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000.
2. Agreement with Sheridan Realty Advisors, LLC
--------------------------------------------
Effective January 1, 2000, all of the Company's properties are managed
under an agreement with Sheridan Realty Advisors, LLC ("Sheridan"), which also
manages day-to-day operations of the Company and assists and advises the Board
of Directors on real estate acquisitions and investment opportunities. Certain
senior members of Sheridan are members of the Company's management team and of
the Company's Board of Directors. Sheridan receives an administrative fee and a
property management and accounting fee for these services. Our agreement with
Sheridan provides that the cost for these services in fiscal year 2000 will be
no greater than the costs incurred by us for providing these services ourselves,
or from obtaining them from other outside sources, in fiscal year 1999. In
addition, Sheridan will receive incentive compensation in the form of five-year
warrants to purchase up to 750,000 shares of our common stock at $5 per share
and an advisory fee based on new property acquisitions. Issuance of the warrants
is subject to shareholder approval, which is being requested in a separate proxy
statement dated May 2, 2000.
3. Stock Offering
--------------
On March 29, 2000, our Registration Statement became effective with the
Securities and Exchange Commission for a $10 million common stock and warrants
offering. The offering has a minimum of 200,000 units and a maximum of 1,000,000
units. Each unit consists of two shares of common stock and one redeemable
common stock purchase warrant. The units are being sold at $10 per unit. The
offering period is for 60 days; however, the Company's Board of Directors may
extend the offering period for up to 60 additional days. The proceeds from the
sale of these units, after payment of expenses of the offering, will be used to
acquire real estate properties, to repay debt or to increase working capital.
6
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
-----------------------------------------------------------------------
The following discussion and analysis of the consolidated financial
condition and results of operations should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the Company's
Form 10-KSB and elsewhere.
Results Of Operations
---------------------
Three Months Ended March 31, 2000, Compared With Three Months Ended March 31,
1999.
- -----------------------------------------------------------------------------
Revenues for first quarter 2000 increased approximately $284,000, and
operating expenses, real estate taxes, interest, and depreciation and
amortization increased approximately $78,000, $17,000, $74,000 and $44,000,
respectively, for a total increase of $213,000 as compared with March 31, 1999.
Such increases resulted primarily from inclusion of the operations of the
Keystone Office Park as of July 1, 1999, offset by the elimination of income and
expenses from the operations of the Broadway property which was sold on December
13, 1999. Management fees increased by approximately $57,000 and general and
administrative expenses decreased approximately $20,000 due primarily to the
acquisition of Keystone Office Park and the management agreement with Sheridan
Realty Advisors, LLC in 2000 versus internal management in 1999. The Company
also had interest income of $9,073 for the 2000 period, as compared with $0 for
the 1999 period, primarily as a result of funds being held in escrow from the
sale of the Broadway property for an IRS Section 1031 exchange.
Net income for the three months ended March 31, 2000 was $114,653, or $.05
per share (basic and diluted), as compared to $71,757, or $.04 per share (basic
and diluted), for the three months ended March 31, 1999.
Financial Condition, Liquidity And Capital Resources
----------------------------------------------------
IRS Section 1031 Exchange
- -------------------------
On December 13, 1999, we completed the sale of our Broadway industrial
office and showroom building in Denver, Colorado for $2.1 million, resulting in
a gain on the sale of the property of approximately $720,000.
On February 24, 2000, we entered into an Agreement of Sale to purchase for
$5.9 million a three-story office building containing approximately 62,000
square feet on approximately six acres of land in southeast Denver, Colorado.
The transaction is subject to normal due diligence and is expected to close
during the second quarter of 2000. The acquisition will be completed with
approximately $514,000 of funds being held in escrow and on deposit as part of
the "1031 Exchange" from the sale of the Broadway property, proceeds from a
stock offering and mortgage financing.
7
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From December 31, 1999 to March 31, 2000, net investment in real estate
decreased approximately $249,000. The net decrease was primarily due to
depreciation for the three-month period of $269,000 net of capitalized
improvements to properties of approximately $21,000.
At March 31, 2000, the Company had approximately $380,000 of cash and cash
equivalents, including approximately $267,500 of cash to be utilized for a
stockholder dividend distribution, which was paid on April 17, 2000. The Company
also had approximately $514,000 in escrow for its "1031 Exchange" referred to
earlier. Tenant receivables did not significantly change in 2000 compared to
1999. Deferred financing costs, net, decreased approximately $12,000 due to
normal amortization. Prepaid expenses and other assets decreased by
approximately $74,000 primarily as a result of normal business fluctuations.
Mortgage loans payable decreased by approximately $84,000 due to scheduled
principal payments. Accounts payable and accrued expenses, and prepaid rents and
security deposits increased by approximately $47,000 and $52,000, respectively,
due primarily to normal business fluctuations. Accrued interest and dividends
payable remained constant. Accrued real estate taxes decreased by approximately
$270,000 due to the payment of 1999 real estate taxes in January 2000.
The Company desires to acquire additional properties and, in order to do
so, it will need to raise additional debt or equity capital. The Company also
intends to obtain credit facilities for short and long-term borrowing with
commercial banks or other financial institutions. The issuance of such
securities or increase in debt for additional properties, of which there is no
assurance, could adversely affect the amount of dividends paid to stockholders.
Management believes that the cash flow from its properties, together with
its existing bank line of credit, will be sufficient to meet the Company's
working capital needs for the next year. The Company has a short-term revolving
credit line from Norwest Bank Colorado in the amount of $300,000. At March 31,
2000, the Company had no outstanding balance on the line of credit.
Management believes that inflation should not have a material adverse
effect on the Company. The Company's office leases require the tenants to pay
increases in operating expenses, and the self-storage leases are short-term so
that there are no contractual restraints against increasing rents to attempt to
respond to inflationary pressures, if any inflationary pressures should
materialize.
Year 2000 Compliance
- --------------------
Year 2000 compliance is the ability of computer hardware and software to
respond to the problems posed by the fact that computer programs traditionally
have used two digits rather than four digits to define an applicable year.
Problems related to year 2000 compliance could result in a system failure or
miscalculations causing interruption of operations, including temporary
8
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inability to send invoices or engage in normal business activities or to operate
equipment such as elevators and air conditioning units installed in our
buildings. Prior to December 31, 1999, we evaluated all our systems that may
have had year 2000 issues. We also surveyed our major vendors and suppliers for
year 2000 compliance. Our cost of year 2000 compliance was not material.
To date, neither we nor any of our service contractors have encountered any
year 2000 problems. Our contingency plans if year 2000 issues arise include
manual record keeping and use of alternate suppliers.
New Accounting Principles
- -------------------------
The FASB recently issued Statement of Financial Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"),
which requires that companies recognize all derivatives as either assets or
liabilities in the balance sheet at fair value. Under SFAS 133, accounting for
changes in fair value of a derivative depends on its intended use and
designation. SFAS 133 is effective for fiscal years beginning after June 15,
2000. The Company is currently assessing the effect of this new standard.
In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101 ("SAB 101") "Views on Selected Revenue
Recognition Issues" which provides the staff's views in applying generally
accepted accounting principles to selected revenue recognition issues. The
Company is required to implement SAB 101 during the second quarter of 2000. The
Company is currently assessing the effect of implementing SAB 101.
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act
of 1934. Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, it can give no assurance that such
expectations and assumptions will prove to have been correct. See the Company's
Annual Report on Form 10-KSB for additional statements concerning important
factors, including occupancy and rental rates and operating costs, that could
cause actual results to differ materially from the Company's expectations.
9
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Part II. Other Information
Item 5. Other Information
- -------------------------
None.
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 March 31, 2000, the Registrant filed a
Current Report on Form 8-K reporting an event occurring on January 1,
2000.
(c) In April, 2000, the registrant filed a Form 8-K describing the
appointment of Arthur Andersen LLP as its auditors.
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.
AMERIVEST PROPERTIES INC.
May 15, 2000
By: /s/ D. Scott Ikenberry
--------------------------
D. Scott Ikenberry
Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 379,860
<SECURITIES> 0
<RECEIVABLES> 61,718
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 34,709,885
<DEPRECIATION> (6,879,723)
<TOTAL-ASSETS> 29,905,619
<CURRENT-LIABILITIES> 0
<BONDS> 22,383,463
0
0
<COMMON> 2,229
<OTHER-SE> 6,103,738
<TOTAL-LIABILITY-AND-EQUITY> 29,905,619
<SALES> 1,612,877
<TOTAL-REVENUES> 1,621,950
<CGS> 0
<TOTAL-COSTS> 1,507,297
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 437,493
<INCOME-PRETAX> 114,653
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 114,653
<EPS-BASIC> .05
<EPS-DILUTED> .05
</TABLE>
