UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10QSB/A
Amendment
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-25074
WELLINGTON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 39-6594066
(State or other jurisdiction of incorporation) I.R.S. Employer Identification
Number)
18650 West Corporate Drive, Brookfield, Wisconsin 53045
Address of principal executive offices) (zip code)
Issuer's telephone number: 414-792-8900 Fax number: 414-792-8930
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 the filing requirements for the past 90 days. YesX No
As of June 30, 1996 663,850.562 shares of the issuer's common stock were
outstanding.
Transitional Small Business Disclosure Format(Check one): Yes ;NoX (Added by
Exch Act Rel No. 31905, eff 4/26/93.)
This report contains 13 pages. There are no exhibits.
<PAGE>
WELLINGTON PROPERTIES TRUST
FORM 10QSB
For the Quarter Ended June 30, 1996
INDEX
PART I. Financial Information:
Consolidated Balance Sheet - June 30, 1996 Page 3
Consolidated Statement of Operations -
six months ended June 30, 1996 (unaudited) Page 4
Consolidated Statement of Cash Flows - six months ended June 30, 1996
(unaudited) Page 5
Notes to Financial Statements Page 6
Management's Discussion and Analysis or
Plan of Operations Page 12
PART II. Other Information Page 13
Other Information Page 13
Exhibits and Reports on Form 8-K Page 13
Signatures Page 13
<PAGE>
<TABLE>
WELLINGTON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
ASSETS
<CAPTION>
JUNE 30, JUNE 30,
1996 1995
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
RENTAL PROPERTY - AT COST
LAND $3,033,557 $2,256,741
BUILDING 16,634,731 9,026,964
APPLIANCES AND EQUIPMENT 728,574 677,466
20,396,862 11,961,171
(483,558) (132,590)
19,913,304 11,828,581
CASH 286,902 60,913
PREPAID EXPENSES 286,092 129,592
OTHER 28,619 28,431
ORGANIZATION COSTS NET OF ACCUMULATED
AMORTIZATION 70,645 68,530
672,258 287,466
TOTAL ASSETS 20,585,562 $12,116,047
LIABILITIES AND EQUITY
MORTGAGE NOTE PAYABLE $15,275,878 $9,242,471
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 428,889 195,638
ACCOUNTS PAYABLE - RELATED PARTY 131,513 164,009
TENANT SECURITY DEPOSITS 124,102 76,002
TOTAL LIABILITIES $15,960,381 9,678,120
EQUITY
COMMON STOCK - 100,070,000 AUTHORIZED
254,892 AND 151,397 SHARES ISSUED AND
OUTSTANDING, RESPECTIVELY; PAR VALUE
$0.01 6,700 3,333
PREFERRED STOCK - 500,000 SHARES AUTHORIZED;
NO SHARES ISSUED OR OUTSTANDING; PAR
VALUE $0.01 0 0
ADDITIONAL PAID - IN CAPITAL 5,856,992 2,664,883
EXCESS OF PURCHASE PRICE OVER
AFFILIATES'S BASIS IN PROPERTY ACQUIRED (152,615) (152,615)
DIVIDEND PAID (432,693) (12,840)
ACCUMULATED DEFICIT (653,202) (64,834)
4,625,181 2,437,927
TOTAL LIABILITIES AND EQUITY 20,585,562 $12,116,047
</TABLE>
(SEE ACCOMPANYING NOTES)
<PAGE>
<TABLE>
WELLINGTON PROPERTIES TRUST
CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
THREE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUES
RENTAL INCOME $1,225,036 $327,451
INTEREST INCOME AND OTHER 7,210 4,457
1,232,247 331,909
EXPENSES
PROPERTY OPERATING AND
MAINTENANCE 332,263 73,449
REAL ESTATE TAXES AND
INSURANCE 246,524 36,950
DEPRECIATION AND AMORTIZATION 229,796 61,495
INTEREST EXPENSE 535,828 144,610
GENERAL AND ADMINISTRATIVE 145,134 53,703
1,489,545 370,206
($257,298) ($38,297)
LOSS PER COMMON SHARE:
NET LOSS ($0.40) ($0.15)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 645,986 248,728
</TABLE>
(SEE ACCOMPANYING NOTES)
<PAGE>
<TABLE>
WELLINGTON PROPERTIES TRUST
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE PERIOD FROM JANUARY 1, 1996 THROUGH JUNE 30,
<CAPTION>
1996 1995
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
NET LOSS (257,298) (38,297)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
DEPRECIATION AND AMORTIZATION 229,796 61,495
CHANGES IN ASSETS AND LIABILITIES NET
OF EFFECT OF ASSETS AND LIABILITIES ASSUMED
PREPAID EXPENSES (49,360) (127,477)
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 5,222 181,100
ACCOUNTS PAYABLE - RELATED PARTY 29,808 160,781
TENANT SECURITY DEPOSITS 38,097 54,132
NET CASH PROVIDED BY OPERATING
ACTIVITIES (3,735) 291,733
CASH FLOWS USED BY INVESTING ACTIVITIES:
OTHER 0 (99,027)
APPLIANCE AND EQUIPMENT ACQUISITION (6,418,785) (10,183,731)
(6,418,785) (10,282,758)
CASH FLOWS FROM FINANCING ACTIVITIES:
REPAYMENTS ON MORTGAGE NOTE PAYABLE (14,713) 0
ISSUANCE OF COMMON STOCK 4,550,678 7,929,478
DIVIDENDS PAID 1,851,101 1,640,568
PROCEEDS FROM MORTGAGE NOTE (246,288) (12,840)
NET CASH PROVIDED BY INVESTING
ACTIVITIES 6,140,778 9,557,206
NET INCREASE IN CASH (281,742) 433,819
CASH AT BEGINNING OF PERIOD 568,644 494,732
CASH AT END OF PERIOD 286,902 60,913
</TABLE>
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS
For the period January 1, 1996 through June 30, 1996
(Unaudited)
NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Wellington Properties Trust (Trust) is a real estate investment trust organized
in the state of Maryland. It was formed on March 15, 1994 to acquire, develop,
own and operate investment real estate. The Trust's year end is December 31.
During the quarter covered by this report, the Trust owned one 34 unit apartment
complex ("Forest Downs") located in Fitchburg, Wisconsin a 72 unit apartment
complex in Schofield, Wisconsin acquired on January 5, 1996 ("Lake Pointe") and
a property in Madison, Wisconsin with 232 completed apartments and 60 apartments
under construction ("Maple Grove") (collectively the "Properties"). It is the
intention of the Trust to continue to seek properties located primarily in
Wisconsin for future acquisitions.
A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows:
1. Rental Property
Rental property is recorded at cost, less accumulated depreciation. Depreciation
is computed on a straight-line basis over the estimated useful lives of the
assets. The Properties use a 40-year estimated life for buildings and a ten-
year estimated life for appliances and equipment. Expenditures for ordinary
maintenance and repairs are expensed to operations a incurred and significant
renovations and improvements that improve and/or extend the useful life of the
asset are capitalized and depreciated over their estimated useful life. Initial
direct leasing costs are expensed as incurred and such expense approximates the
deferral and amortization of initial direct leasing costs over the lease terms.
2. Organization Costs
The costs incurred in connection with the formation of the Trust are being
amortized on a straight-line basis over a period of five years.
3. Financial Investments
Financial investments consisting of cash and mortgage notes payable are recorded
at cost, which approximates fair market value.
4. Revenue Recognition
Rental income attributable to leases is recorded when due from tenants and
interest income is recorded on an accrual basis.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1996 through June 30, 1996
NOTE A - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
continued
5. Income Taxes
The Trust made an election to be taxed as a REIT under Sections 856 through 860
of the Internal Revenue Code of 1986, as amended, commencing with its taxable
year ending December 31, 1995. If the Trust qualifies for taxation as a REIT,
the Trust generally will not be subject to Federal income tax if it distributes
at least 95% of its REIT taxable income (excluding capital gains) to its
shareholders. Until the Trust qualifies as a REIT, it will be subject to
Federal tax on its taxable income.
6. Loss Per Share
Net loss per share is computed based on the weighted average number of shares of
common stock outstanding for the period. The 70,000 shares of common stock
issued to Wellington Management Corporation (as described in Note B) have been
considered outstanding for the entire period in the computation of the weighted
average number of shares outstanding used to calculate net loss per share.
NOTE B - RELATED PARTY TRANSACTIONS
Acquisition of Forest Downs
Forest Downs was acquired by Wellington Management Corporation on May 19, 1993,
as an operating property. On March 31, 1994, Wellington Management Corporation
sold Forest Downs to the Trust at a cost of $1,890,000. Wellington Management
Corporation received an 8% note receivable from the Trust for approximately
$407,875. WMC Realty, Inc. received an 8% note receivable from the Trust for
$162,250 as payment of commissions and reimbursement of acquisition costs on the
sale of the property. The Trust assumed the mortgage note outstanding on Forest
Downs, subject to certain provisions contained in the note agreement, see
Note C.
The notes payable to Wellington Management Corporation and Wellington Realty,
Inc. were paid in December of 1994.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1996 through June 30, 1996
NOTE B - RELATED PARTY TRANSACTIONS - Continued
Arnold K. Leas, who was the sole stockholder of the Trust prior to the stock
offering discussed in Note E and is President and Chairman of the Board of
Trustees of the Trust and is the President/CEO and a Director of Wellington
Management Corporation (WMC). WMC Realty Inc. (Realty) and Wellington
Investment Services Corp. (WISC) are wholly-owned subsidiaries of Wellington
Management Corporation.
Due to the common control, the Trust's basis in Forest Downs is the same as
WMC's basis. The historical cost basis of the assets purchased from WMC,
including accumulated depreciation of $40,055, are reflected on the balance
sheet of the Trust. The $152,615 excess of the purchase price over WMC's basis
has been recorded as a reduction of stockholders' equity.
Issuance of Stock
WMC was issued 70,000 shares of common stock of the Trust. In consideration
thereof, WMC has: 1) assigned, to the Trust, its rights in a certain Acquisition
Property Contract related to the purchase of a 292 unit apartment complex, known
as Maple Grove, located in Madison, Wisconsin; 2) assigned, to the Trust, its
rights in a certain Option Agreement; and 3) agreed to reduce its note
receivable from the Trust, by $300,000.
Management Fees
The Trust has entered into a Property Management Agreement with Realty to serve
as the Property Manager of properties owned by the Trust. The Property Manager
will manage the day to day operations of properties owned by the Trust, and will
receive a management fee equal to 5% of the gross rental receipts collected in
connection with the operation of each property. Management fees for the period
January 1, 1996 through March 31, 1996 were $30,542.54.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1996 through June, 1996
NOTE B - RELATED PARTY TRANSACTIONS - Continued
Advisor Fees
On August 2, 1994, the Trust contracted to retain WMC to serve as Advisor to the
Trust. In payment for these services, the Advisor receives a fee equal to 5% of
the gross proceeds of the public stock offering, which is in process. Advisor
fees for the period March 15, 1995 through December 31, 1995 were $206,555.82.
Fees for the period January 1, 1996 through June 30, 1996 were $3,316.00. In
addition, the Advisor is entitled to receive an Incentive Advisory Fee equal to
10% of the realized gain with respect to each sale or refinancing of property
owned by the Trust. In the event a property is sold at a loss, no Incentive
Advisory Fees will be paid until the amount of the loss has been offset by gains
from other sales. In addition, the Advisor is entitled to recover certain
expenses including travel, legal, accounting, and insurance. Fees for services,
such as legal and accounting, provided by the Advisor's employees, in the
opinion of the Advisor, may not exceed fees that would have been charged by
independent third parties. The initial term of the agreement ended on
December 31, 1995 and was renewed automatically each year. The agreement may be
terminated without cause, by either party, on 60 days written notice and by the
Trust for cause immediately upon written notice.
Commission
WISC is entitled to receive a commission of 5% of the proceeds of the common
stock of the Trust that it sells. Commissions paid to WISC for the year ended
December 31, 1995 were $179,720.25 and for the period January 1, 1996 through
June 30, 1996 were $8,224.96.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1996 through June 30, 1996
NOTE C - MORTGAGE NOTE PAYABLE
Forest Downs
The mortgage note payable at December 31, 1994 is collateralized by Forest Downs
and an assignment of rents agreement. The interest rate is fixed at 8% until
June 1, 1998, at which time it may be adjusted semi-annually to 3% over the
monthly average cost of funds for SAIF insurance institutions from the Federal
Home Loan Bank of Chicago 7th District, but never more than 12% nor less than
6%. The weighted average interest rate for the period from March 15, 1994
through December 31, 1994 and the effective rate at December 31, 1994 is 8%.
The rate at March 31, 1996 was 8%. The mortgage note payable contains a
provision which required that on the date the property was transferred to the
real estate investment trust, the note be paid down to a balance of $887,500.
The Trust obtained a waiver from the bank allowing them to delay the paydown of
the note until December 31, 1996. In addition, WMC must continue as primary
mortgagor until the loan paydown occurs. All other terms and conditions of the
note remain unchanged. Payments are due in monthly installments of $9,759
including interest, with a final balloon payment due June 1, 2003.
Maple Grove
The mortgage payable with respect to the initial 172 units of Maple Grove is
collateralized by 172 units of Maple Grove and an assignment of rents. The
interest rate is the floating rate of the LIBOR 3 month index plus 2.25%
adjusted quarterly. The loan matures on April 30, 1996 but may be extended for
two six month period upon the payment of 1/4 % of the then outstanding principal
balance. Payments are interest only. The Trust has exercised the first option.
The land contract payable is with respect to Buildings 7, 8 and 9, plus land of
Maple Grove and was provided by the Seller. The interest rate is prime plus
3/4% for six months at which time the rate increases to prime plus 2-3/4%. The
land contract matures July 1, 1996 at which time the entire outstanding
principal balance is due.
Lake Pointe
As of January 5, 1996, Wellington Properties Trust was liable on a mortgage
note payable of $1,856,760. The note requres monthly payments of $13,770
including interest at 7.87%. Beginning July 1998, the monthly payment amount and
interest rate will be adjusted simi-annually to a rate of 3% over prime with a
maximum interest rate of 12% and a minimum interest rate of 6%. The mortgage is
due July 2003 and is secured by the rental property and an assignment of rents.
The aggregate maturities on the mortgage note payable for the five years and
thereafter following December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Forest Lake Maple Maple Maple Maple Total
Downs Pointe Grove Grove Grove Grove
Phase I Land 8&9 Land 7&11 Phase III
<S> <C> <C> <C> <C> <C> <C> <C>
1996 412,971 18,103 6,250,000 1,692,000 1,497,441 2,693,918 11,710,594
1997 47,838 21,292 69,129
1998 51,808 23,029 74,837
1999 56,108 24,908 81,016
2000 60,765 26,941 87,706
there 670,980 1,742,487 2,413,468
after
1,312,993 1,856,760 6,250,000 1,692,000 1,497,441 1,840,079 14,436,751
3,696,839
</TABLE>
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1996 through June 30, 1996
NOTE D - COMMITMENTS
The Trust has committed to construct the additional 60 units at Maple Grove for
a cost of $3,486,600. The first 12 units were completed on approximately
April 1, 1996. Each month thereafter an additional 12 units will be completed.
The Option Agreement referred to in Note B gives the Trust the option to
purchase properties being developed by an affiliate at a capitalization rate of
9.38%.
NOTE E - COMMON STOCK
On August 2, 1994, the Board of Trustees approved an increase in the number of
shares of authorized common stock of the Trust to 100,070,000 shares. As of
March 31, 1996 there were 663,850.562 Common Shares outstanding.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company marketed the Common Shares until October 25, 1995 and as offering
proceeds were available it acquired investment real estate. To date the Company
has acquired 398 apartment units located in three properties (Forest Downs, Lake
Pointe and Maple Grove). The Company has an option to purchase up to 325 units
(of which only 60 have been built).
On May 1, 1995 the Company acquired 172 apartment units at Maple Grove. The
property was 96.5% occupied on that date. On June 30, 1995 the Company acquired
an additional 36 units at Maple Grove. On October 2, 1995 it acquired an
additional 24 units at Maple Grove, plus land and plans for an additional 60
units.
The May 1, 1995 closing required the payment of $7,909,000 as the purchase
price. The Company obtained a first mortgage loan in the amount of $6,250,000
to purchase the 172 units at Maple Grove. The seller provided land contract
financing with respect to the 36 units, the 24 units and the balance of the
land. The land contract is in the amount of $3,189,000.
The first mortgage requires monthly payments of interest only and matures on
October 1, 1996. The interest rate adjusts quarterly and is tied to the LIBOR
Rate. The loan may be extended for one month periods upon the payment of an
amount equal to 1/4 of one percent of the loan balance. The extension also
requires that the loan balance be reduced to $5,962,500.
The land contract requires monthly payments of interest only and matures on
July 1, 1996. The interest rate adjusts with variances in the prime interest
rate and provides for an additional adjustment in the seventh month.
The Company has arranged for construction financing with respect to the 60 units
under construction. The loan requires monthly payments of interest only.
Interest adjusts with the prime rate.
The Company owned only 34 units during the six months ended June 30, 1995
and acquired the first 172 units at Maple Grove on May 1, 1995. Thus a
comparison with the comparable period for the first three months of
1996 would not be meaningful. Occupancy at the properties has remained
consistent with management's expectations with respect to the six months ended
March 31, 1996. Occupancy for Forest Downs for the period was 95.8%, Maple
Grove was 87.4% and Lake Pointe was 98.6%.
Until October 25, 1995, the Company offered its Common Shares to the public.
The proceeds of the offering were used: (i) to reduce existing debt; (ii) to
acquire additional properties; and (iii) to establish reserves as deemed
appropriate.
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
At its regular meeting on June 20, 1996, the Board of Trustees voted to pay
a dividend to Common Shareholders with respect to the quarter ended June 30,
1996 of $.2125 per share.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no Reports filed on Form 8-K during the quarter.
EXHIBIT INDEX
FINANCIAL DATA SCHEDULE EX-27
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Wellington Properties Trust
By: Arnold K. Leas
Arnold K. Leas, President
Date: August 15, 1996 By: Garret Nakama
Garret Nakama
Chief Financial Officer
Signing on behalf of the registrant and as principal financial and accounting
officer.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 286,902
<SECURITIES> 0
<RECEIVABLES> 28,619
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 601,613
<PP&E> 20,396,862
<DEPRECIATION> 483,558
<TOTAL-ASSETS> 20,585,562
<CURRENT-LIABILITIES> 13,265,310
<BONDS> 0
0
0
<COMMON> 6,700
<OTHER-SE> 4,618,482
<TOTAL-LIABILITY-AND-EQUITY> 20,585,562
<SALES> 0
<TOTAL-REVENUES> 1,232,099
<CGS> 0
<TOTAL-COSTS> 953,568
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 535,828
<INCOME-PRETAX> (257,298)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (257,298)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
