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 June 30, 2000.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 1-14462
AmeriVest Properties Inc.
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(Exact name of small business issuer as specified in its charter.)
Maryland 84-1240264
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
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(Zip Code)
(303) 297-1800
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(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 August 11, 2000 the Registrant had outstanding 2,493,260 shares of common
stock, par value $.001.
Transitional Small Business Disclosure Format (check one):
Yes No X
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
FORM 10-QSB
JUNE 30, 2000
Table of Contents
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Page No.
Part I
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
June 30, 2000 (Unaudited) and December 31, 1999 3
Condensed Consolidated Statements of Operations for
the Three Months and Six Months ended June 30, 2000
and 1999 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 2000 and 1999 (Unaudited) 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 11
Item 6. Exhibits and Reports on Form 8-K 11
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS June 30, December 31,
2000 1999
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(Unaudited)
<S> <C> <C>
ASSETS
Investment in real estate
Land $ 7,098,379 $ 6,052,418
Buildings and improvements 32,575,927 27,643,666
Furniture, fixtures and equipment 322,312 323,838
Tenant improvements 718,557 670,267
Less accumulated depreciation and amortization (7,165,288) (6,610,743)
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Net Investment in Real Estate 33,549,887 28,079,446
Cash and cash equivalents 491,374 458,336
Escrow deposit -- 509,556
Tenant accounts receivable 40,153 61,886
Straight-line rents receivable 126,279 --
Deferred financing costs, net 570,615 547,609
Tenant leasing commissions, net 460,966 52,005
Prepaid expenses and other assets 628,530 605,620
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$ 35,867,804 $ 30,314,458
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Mortgage loans and notes payable $ 27,790,393 $ 22,467,915
Accounts payable and accrued expenses 496,516 186,802
Accrued interest 144,987 142,551
Accrued real estate taxes 509,381 624,880
Prepaid rents and security deposits 709,691 366,072
Dividends payable 267,462 267,462
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Total Liabilities 29,918,430 24,055,682
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STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
Authorized - 5,000,000 shares
Issued and outstanding - none -- --
Common stock, $.001 par value
Authorized - 15,000,000 shares
Issued and outstanding - 2,228,850 shares 2,229 2,229
Capital in excess of par value 8,179,723 8,179,723
Distributions in excess of accumulated earnings (2,232,578) (1,923,176)
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Total Stockholders' Equity 5,949,374 6,258,776
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$ 35,867,804 $ 30,314,458
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The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
(Unaudited) (Unaudited)
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REAL ESTATE OPERATING REVENUE
Rental Revenue
Commercial properties $1,415,504 $ 958,412 $2,713,186 $1,959,514
Storage properties 329,132 352,936 644,327 680,638
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1,744,636 1,311,348 3,357,513 2,640,152
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REAL ESTATE OPERATING EXPENSES
Property operating expenses
Operating expenses 478,525 375,255 890,698 709,296
Real estate taxes 173,172 127,414 330,251 267,059
Management fees 81,114 22,126 159,967 44,224
General and administrative 109,728 157,318 243,549 311,236
Interest 517,267 357,080 954,760 720,644
Depreciation and amortization 281,779 246,537 569,657 490,318
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1,641,585 1,285,730 3,148,882 2,542,777
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OTHER INCOME
Interest income 7,817 5,376 16,891 5,376
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7,817 5,376 16,891 5,376
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NET INCOME $ 110,868 $ 30,994 $ 225,522 $ 102,751
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NET INCOME PER COMMON SHARE:
BASIC $ 0.05 $ 0.02 $ 0.10 $ 0.06
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DILUTED $ 0.05 $ 0.02 $ 0.10 $ 0.06
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
BASIC 2,228,850 1,658,770 2,228,850 1,658,770
========= ========= ========== ==========
DILUTED 2,229,687 1,664,145 2,229,830 1,664,145
========= ========= ========== ==========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2000 1999
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(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 225,522 $ 102,751
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 595,670 490,318
Mortgage interest expense accrual 46,836 --
(Increase) in straight-line rents receivable (126,279) --
Changes in assets and liabilities
Decrease in Tenant accounts receivable 21,733 393
(Increase) decrease in prepaid expenses & other assets (26,865) 84,324
Increase in accounts payable 309,715 62,985
Increase (decrease) in accrued liabilities 230,556 (195,832)
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Net cash provided by operating activities 1,276,888 544,939
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CASH FLOWS FROM INVESTING ACTIVITIES
Release of escrow deposit 509,556 --
Increase in leasing commissions (419,937) (9,557)
Additions to investments in real estate (6,025,167) (88,592)
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Net cash flows from investing activities (5,935,548) (98,149)
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CASH FLOWS FROM FINANCING ACTIVITIES
Additions to mortgages and notes payable 5,444,860 --
Payments on mortgage loans (169,218) (118,808)
Increase in loan financing costs (49,020) --
Dividends paid (534,924) (398,104)
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Net cash flows from financing activities 4,691,698 (516,912)
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NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 33,038 (70,122)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 458,336 441,316
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CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 491,374 $ 371,194
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest during the period $ 879,564 $ 714,435
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The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
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AMERIVEST PROPERTIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000
1. General
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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 for the year ended December 31, 1999.
The results of operations for the six months ended June 30, 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
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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 may receive incentive compensation in the form of five-year
warrants to purchase up to 750,000 shares of our common stock at $5.00 per share
and an advisory fee based on new property acquisitions. Issuance of the warrants
was approved by the shareholders at the annual meeting on June 6, 2000.
According to the agreement, 225,000 of these warrants were granted and vested on
the approval date. The vested warrants have an estimated fair value of $6,712,
which are being amortized over the life of this agreement.
3. Stock Offering
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On March 29, 2000, our Registration Statement became effective with the
Securities and Exchange Commission for an offering of units consisting of common
stock and warrants. The offering was for a maximum of 300,000 units ($3
million), and the units were offered at a price of $10 each. Each unit consists
of two shares of common stock and one redeemable common stock purchase warrant.
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The offering period has been extended to August 31, 2000, but may be terminated
earlier at the discretion of the Board. As of July 31, 2000, approximately
$1,400,000 had been raised. 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 and/or to increase working capital.
4. Acquisitions and Dispositions
-----------------------------
On February 24, 2000, the Company 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 closed on May 25, 2000. Funds for closing included
approximately $514,000 being held in escrow and on deposit as part of the "1031
Exchange" from the sale of the Broadway property, together with mortgage
financing and short-term financing which was partially repaid in August 2000
with proceeds from the stock offering.
On June 6, 2000, the Company entered into a contract to sell its four
self-storage facilities for $8,400,000. This sale is expected to close on August
25, 2000 and the preliminary expected gain on this sale is approximately $2.4
million. The proceeds from this sale will be used to complete an IRS Section
1031 exchange into office assets.
Item 2. Management's Discussion and Analysis of Financial Condition and
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Results of Operations.
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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
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Three Months Ended June 30, 2000 Compared With Three Months Ended June 30, 1999.
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Revenues for second quarter 2000 increased approximately $433,000, and
operating expenses, real estate taxes, interest, and depreciation and
amortization increased approximately $103,000, $46,000, $160,000 and $35,000,
respectively, for a total increase of $344,000 as compared with June 30, 1999.
Such increases resulted primarily from inclusion of the operations of the
Keystone Office Park as of July 1, 1999 and the operations of Panorama Falls
office building for the month of June, 2000, offset by the elimination of income
and expenses from the operations of the Broadway property which was sold on
December 13, 1999. Revenues for the second quarter 2000 were increased by
approximately $126,000 of straight-line rents, primarily from the Panorama Falls
office building. Management fees increased by approximately $59,000 and general
and administrative expenses decreased approximately $48,000, both of which were
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 $7,818 for the 2000 period, as
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compared with $5,376 for the 1999 period, primarily as a result of funds being
held in escrow during the quarter from the sale of the Broadway property for an
IRS Section 1031 exchange.
Net income for the three months ended June 30, 2000 was $110,868, or $.05
per share (basic and diluted), as compared to $30,994, or $.02 per share (basic
and diluted), for the three months ended June 30, 1999.
Six Months Ended June 30, 2000 Compared With Six Months Ended June 30, 1999.
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Revenues for the first six months of 2000 increased approximately $717,000, and
operating expenses, real estate taxes, interest, and depreciation and
amortization increased approximately $181,000, $63,000, $234,000 and $79,000,
respectively, for a total increase of $557,000 as compared with June 30, 1999.
Such increases resulted primarily from inclusion of the operations of the
Keystone Office Park as of July 1, 1999 and the operations of Panorama Falls
office building for the month of June, 2000, offset by the elimination of income
and expenses from the operations of the Broadway property which was sold on
December 13, 1999. Revenues for the period ended June 30, 2000 were increased by
approximately $126,000 of straight-line rents, primarily from the Panorama Falls
office building. Management fees increased by approximately $116,000 and general
and administrative expenses decreased approximately $68,000, both of which were
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 $16,891 for the 2000 period, as
compared with $5,376 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.
Financial Condition, Liquidity And Capital Resources
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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, the Company 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 closed on May 25, 2000. Funds for closing included
approximately $514,000 being held in escrow and on deposit as part of the "1031
Exchange" from the sale of the Broadway property, together with mortgage
financing and short-term financing which was partially repaid in August 2000
with proceeds from the stock offering.
On June 6, 2000, the Company entered into a contract to sell its four
self-storage facilities for $8,400,000. This sale is expected to close on August
25, 2000 and the preliminarily expected gain on this sale is approximately $2.4
million. The proceeds from this sale will be used to complete an IRS Section
1031 exchange into office building assets.
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From December 31, 1999 to June 30, 2000, net investment in real estate
increased approximately $5,470,500. The net increase was primarily due to the
acquisition of the Panorama Falls office building plus other capitalized
improvements of approximately $166,000, less normal depreciation for the
six-month period of approximately $570,000.
At June 30, 2000, the Company had approximately $491,000 of cash and cash
equivalents, including approximately $267,500 of cash to be utilized for a
stockholder dividend distribution, which was paid on July 17, 2000. Tenant
receivables decreased by approximately $22,000 compared to 1999 due to normal
collection procedures. Straight-line rents receivable increased by approximately
$126,000 due primarily to the addition of the Panorama Falls office building.
Deferred financing costs decreased approximately $23,000 due to normal
amortization. Tenant leasing commissions increased by approximately $409,000 as
a result of leasing activity at Keystone office Park and the Panorama Falls
office building. Prepaid expenses and other assets increased by approximately
$23,000 primarily as a result of normal business fluctuations.
Mortgage loans payable increased by approximately $5,322,500 due to the
addition of the mortgage on the Panorama Falls office building less scheduled
principal payments. Accounts payable and accrued expenses, and prepaid rents and
security deposits increased by approximately $310,000 and $343,500,
respectively, due primarily to deferred leasing commissions on the major tenant
at the Panorama Falls office building and a $335,000 security deposit from the
same tenant. Accrued interest and dividends payable remained constant. Accrued
real estate taxes decreased by approximately $115,500 due to the payment of 1999
real estate taxes in the first half of 2000, plus normal accruals of current
taxes.
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 on the ability to obtain additional debt or equity capital, 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 June 30,
2000, the Company had an outstanding balance on the line of credit of $300,000.
This was used as a short-term loan to close the purchase of the Panorama Falls
office building and was paid down completely in August 2000 from the initial
proceeds of the Company's offering.
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
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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
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
("SEC") 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.
During July 2000, the SEC delayed the effective date of SAB 101 to the fourth
quarter of 2000, retroactive to January 1, 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.
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Part II. Other Information
Item 5. Other Information
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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) On January 18, 2000, the Registrant filed a Current Report on
Form 8-K describing the agreement with Sheridan Realty Advisors,
LLC which became effective on January 1, 2000.
(c) On April 7, 2000, the Registrant filed a Form 8-K describing the
appointment of Arthur Andersen LLP as its auditors.
(d) On June 9, 2000, the Registrant filed a Form 8-K describing the
acquisition of the Panorama Falls office building on May 25,
2000.
SIGNATURES
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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.
August 12, 2000
By: /s/ D. Scott Ikenberry
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D. Scott Ikenberry
Chief Financial Officer
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