SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A1
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1999.
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
incorporation or organization) Identification 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 November 12, 1999 the Registrant had outstanding 2,228,850 shares of
common stock, par value $.001.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
FORM 10-QSB
SEPTEMBER 30, 1999
Table of Contents
-----------------
Page No.
Part I
Item 1. Financial Statements
Balance Sheets as of December 31, 1998 and
September 30, 1999 3
Statements of Operations for the Three Month and
Nine Months Ended September 30, 1998 and 1999 4
Statements of Cash Flows for the Nine Months Ended
September 30, 1998 and 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II
Item 6. Exhibits and Reports on Form 8-K 9
2
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<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1998 1999
------------ ------------
ASSETS (Unaudited)
ASSETS
<S> <C> <C>
Investment in real estate
Land $ 4,745,754 $ 6,325,104
Buildings and improvements 22,363,656 28,721,814
Furniture, fixtures and equipment 284,993 318,770
Tenant improvements 541,058 612,103
Less accumulated depreciation and amoritization (5,837,264) (6,583,790)
------------ ------------
Net Investment in Real Estate 22,098,197 29,394,001
Cash and cash equivalents 441,316 511,977
Tenant accounts receivable 48,615 66,682
Deferred financing costs, net 624,917 588,107
Prepaid expenses and other assets 501,889 545,262
------------ ------------
$ 23,714,934 $ 31,106,029
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Mortgage loans payable $ 18,861,599 $ 23,913,756
Accounts payable and accrued expenses 121,327 194,722
Accrued interest 108,810 149,969
Accrued real estate taxes 558,745 546,473
Prepaid rents and security deposits 214,912 342,817
Dividends payable 199,052 267,462
------------ ------------
Total Liabilities 20,064,445 25,415,199
------------ ------------
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 - 1,658,770 shares (1998) 1,659 2,229
and 2,228,850 shares (1999)
Capital in excess of par value 5,607,725 8,179,723
Distribution in excess of accumulated earnings (1,958,895) (2,491,122)
------------ ------------
Total Stockholders' Equity 3,650,489 5,690,830
------------ ------------
$ 23,714,934 $ 31,106,029
============ ============
3
</TABLE>
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<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
Consolidated Statement of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ------------------
1998 1999 1998 1999
---- ---- ---- ----
(Unaudited) (Unaudited)
REAL ESTATE OPERATING REVENUE
<S> <C> <C> <C> <C>
Rental revenue
Commercial Properties $ 800,756 $ 1,294,684 $ 1,461,757 $ 3,254,198
Storage Properties 368,732 377,343 1,089,870 1,057,981
----------- ----------- ----------- -----------
1,169,488 1,672,027 2,551,627 4,312,179
----------- ----------- ----------- -----------
REAL ESTATE OPERATING EXPENSES
Property operating expenses
Operating expenses 303,286 493,477 605,377 1,202,773
Real estate taxes 120,343 163,429 269,946 430,488
Management fees 60,465 39,464 135,957 83,688
General and administrative 113,511 192,497 310,820 503,773
Interest 309,603 464,571 666,130 1,185,215
Expenses associated with debt refinancing 337,000 -- 337,000 --
Depreciation and amortization 236,790 293,908 531,544 782,102
----------- ----------- ----------- -----------
1,480,998 1,645,222 2,856,774 4,187,999
----------- ----------- ----------- -----------
OTHER INCOME
Interest income 898 3,784 2,640 9,160
----------- ----------- ----------- -----------
NET (LOSS) INCOME $ (310,612) $ 30,589 $ (305,147) $ 133,340
=========== =========== =========== ===========
NET (LOSS) INCOME PER COMMON SHARE $ (0.19) $ 0.02 $ (0.20) $ 0.08
=========== =========== =========== ===========
NET (LOSS) INCOME PER COMMON SHARE
ASSUMING DILUTION $ (0.19) $ 0.02 $ (0.20) $ 0.08
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 1,618,703 1,988,202 1,498,281 1,768,581
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING ASSUMING DILUTION 1,618,703 1,992,702 1,498,281 1,773,081
=========== =========== =========== ===========
4
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<TABLE>
<CAPTION>
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended
September 30,
--------------------
1998 1999
---- ----
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net (Loss) Income $ (302,507) $ 133,340
Adjustments to reconcile net (loss) income to net cash
provided by operating activities
Depreciation and amortization 531,544 782,102
Write off of loan fees 33,348
Other 16,203
Changes in assets and liabilities
(Increase) in receivables (113,317) (18,067)
(Increase) in prepaids (404,458) (44,488)
Increase in accounts payable 161,132 1,158
Increase in accruals 146,338 297,439
------------ ------------
Net cash provided by operating activities 52,080 1,167,687
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investments in real estate (8,297,923) (283,612)
Proceeds from sale of vacant land -- 54,997
------------ ------------
Net cash (used) by investing activities (8,297,923) (228,615)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short term borrowings 980,000
Repayments of short term borrowings (1,130,000)
Proceeds from mortgage loans 15,700,000
Payments on mortgage loans (6,137,216) (202,844)
(Increase) in loan costs (551,537)
Dividends paid (483,354) (665,567)
------------ ------------
Net cash provided (used) by financing activities 8,377,893 (868,411)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 132,050 70,661
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 99,334 441,316
------------ ------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 231,384 $ 511,977
============ ============
5
</TABLE>
<PAGE>
AMERIVEST PROPERTIES INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1999
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 Form 10-KSB filed with the
Securities and Exchange Commission for the year ended December 31,1998. 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 nine months ended September 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999.
Subsequent Events
- -----------------
On November 1, 1999, the Company entered into a contract to sell its
industrial warehouse building in Denver, Colorado for $2,070,000. This sale is
expected to close on December 15, 1999 and the preliminary expected gain on this
sale is approximately $750,000.
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. These financial statements present the operations of
the Company prior, and subsequent to, the Company's acquisitions in June 1998,
July 1998, August 1998 and July 1999.
Results Of Operations
---------------------
Three Months Ended September 30, 1999, Compared With Three Months Ended
September 30, 1998.
- --------------------------------------------------------------------------------
The Company's results of operations for the three months ended September
30, 1999 include 25 operating properties, whereas the September 30, 1998 results
of operations include 24 operating properties. Revenues for third quarter 1999
increased approximately $500,000, and operating expenses, real estate taxes,
general and administrative, interest, and depreciation and amortization
increased approximately $190,200, $43,000, $79,000, $155,000 and $57,000
respectively, for a total increase of $522,000 as compared with September 30,
1998. These increases resulted primarily from inclusion of the operations of the
four bank office buildings acquired in August 1998, for the full period, and the
Keystone Property which was acquired effective July 1, 1999. Management fees
decreased by approximately $21,000 due primarily to bringing the property
management and accounting functions in house on January 1, 1999. The $337,000
6
<PAGE>
one-time charge in 1998 for a debt prepayment penalty, as part of the Company s
debt restructuring, did not recur in 1999. The Company also had interest income
of $3,784 for the 1999 period, as compared with $898 for the 1998 period,
primarily as a result of investment funds being held for working capital.
The net income for the three months ended September 30, 1999 was $30,589,
or $.02 per share, as compared to a net loss of $(310,612), or $(.19) per share,
for the three months ended September 30, 1998.
Nine Months Ended September 30, 1999, Compared With Nine Months Ended September
30, 1998.
- --------------------------------------------------------------------------------
The Company's results of operations for the nine months ended September 30,
1999 include 25 operating properties for the last three months of this period,
whereas the September 30, 1998 results of operations include 24 operating
properties. Revenues for 1999 increased approximately $1,760,500, and operating
expenses, real estate taxes, general and administrative, interest, and
depreciation and amortization increased approximately $597,400, $160,500,
$192,900, $519,000 and $251,000 respectively, for a total increase of $1,720,500
as compared with September 30, 1998. These increases resulted primarily from
inclusion of the operations of the four bank office buildings acquired in August
1998, for the full period, and the Keystone Property which was acquired
effective July 1, 1999. Management fees decreased by approximately $52,000 due
primarily to bringing the property management and accounting functions in house
on January 1, 1999. The $337,000 one-time charge in 1998 for a debt prepayment
penalty, as part of the Company's debt restructuring, did not recur in 1999. The
Company also had interest income of $9,160 for the 1999 period, as compared with
$2,640 for the 1998 period, primarily as a result of investment funds being held
for working capital.
The net income for the nine months ended September 30, 1999 was $133,340 or
$0.08 per share, as compared with a net loss of $(302,507), or $(0.20) per
share, for the nine months ended September 30, 1998.
Financial Condition, Liquidity And Capital Resources
----------------------------------------------------
On August 12, 1999 the Company completed the acquisition of three office
buildings, Keystone Office Park (Keystone Property), a commercial office
property consisting of three office buildings in Indianapolis, Indiana. The
effective date of this transfer was July 1, 1999. The Keystone Property contains
an aggregate of approximately 95,836 square feet. The purchase price for
Keystone Property was $7,944,000, which was paid by assuming approximately
$5,255,000 of existing debt and $116,400 of related escrow balances on the
properties and issuing approximately 541,600 shares of the Company's common
stock at the rate of $4.75 per share. In conjunction with the assumption of the
Debt, the Company also assumed the obligations and liabilities of the original
guarantors of the Debt with an indemnification back for any obligations and
liabilities accruing prior to the acquisition.
The Company sold two vacant lots adjacent to its bank buildings in Texas
with aggregate cash proceeds of approximately $55,000.
From December 31, 1998 to September 30, 1999, net investment in real estate
increased approximately $7,296,000. This increase was due to the acquisition of
the Keystone Property less the sale of the two lots described above and normal
depreciation.
Tenants accounts receivable increased approximately $18,000 due to normal
fluctuation in the collections cycle. Deferred financing costs decreased by
approximately $37,000 as a result of normal amortization. Prepaid expenses and
other assets increased by approximately $43,400 due primarily to normal
fluctuations in tax, maintenance and insurance escrow reserves, and the
acquisition of Keystone Property.
7
<PAGE>
Mortgage Property loans payable increased by approximately $5,052,000 due
primarily to the acquisition of the Keystone Property.
Accounts payable and accrued expenses increased by approximately $73,400
during the period, all of which resulted from timing differences in the course
of normal operations and the addition of the Keystone Property. Accrued real
estate taxes decreased approximately $12,000 as a result of the normal tax
payment cycle. Accrued interest, prepaid rents and security deposits increased
in total by approximately $169,000. This increase was primarily the result of
the addition of the Keystone Property.
At September 30, 1999, the Company had approximately $512,000 of cash and
cash equivalents, including approximately $267,500 of cash to be utilized for a
stockholder dividend distribution which was paid on October 15, 1999.
The Company desires to acquire additional properties and, in order to do
so, it will need to raise additional equity capital, and perhaps also additional
debt 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 will be
sufficient to meet the Company's working capital needs for the next year. All
properties have been maintained on an ongoing basis so that capital resources in
excess of the Company's operating cash flow are not anticipated in order to
upgrade the facilities in the near future.
Management believes that inflation should not have a material adverse
effect on the Company. The Company's leases of office and showroom space 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. As a
consequence, any of the Company's computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This 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 the Company's buildings. The Company has
received assurances from its service contractors that the operation of
elevators, air conditioners, and other equipment installed in the Company's
buildings are Year 2000 compliant. The Company installed new computer hardware
and software that is year 2000 compliant at the beginning of 1999 at a cost of
approximately $25,000. The Company does not expect to incur additional material
expenses for year 2000 compliance.
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
8
<PAGE>
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, operating costs, interest rates,
maintenance and construction costs, that could cause actual results to differ
materially from the Company's expectations.
Part II. Other Information
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, 1999, the registrant filed a
Current Report on Form 8-K reporting an event occurring on August 12,
1999, which was filed on August 12, 1999. These Current Reports on
Form 8-K concerned the Registrant's acquisition of the Keystone
Property during the quarter ended September 30, 1999.
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.
Date: February 28, 2000 By: /s/ James F. Etter
---------------------- ------------------------
James F. Etter, President
Date: February 28, 2000 By: /s/ D. Scott Ikenberry
---------------------- ----------------------------
D. Scott Ikenberry
Chief Financial Officer
(Principal Financial Officer)
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1999 JAN-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 511,977 511,977
<SECURITIES> 0 0
<RECEIVABLES> 66,682 66,682
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 35,977,791 35,977,791
<DEPRECIATION> 6,583,790 6,583,790
<TOTAL-ASSETS> 31,106,029 31,106,029
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 2,229 2,229
<OTHER-SE> 5,688,601 5,688,601
<TOTAL-LIABILITY-AND-EQUITY> 31,106,029 31,106,029
<SALES> 1,672,027 4,312,179
<TOTAL-REVENUES> 1,672,027 4,312,179
<CGS> 0 0
<TOTAL-COSTS> 1,180,651 3,002,784
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 464,571 1,185,215
<INCOME-PRETAX> 30,589 133,340
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 30,589 133,340
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 30,589 133,340
<EPS-BASIC> .02 .08
<EPS-DILUTED> .02 .08
</TABLE>
