UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 March 31, 1997 691,235.000 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 is one exhibit.
<PAGE>
WELLINGTON PROPERTIES TRUST
FORM 10QSB
For the Quarter Ended March 31, 1997
INDEX
PART I. Financial Information:
Consolidated Balance Sheet - March 31, 1997 Page 3
Consolidated Statement of Operations -
three months ended March 31, 1997 (unaudited) Page 4
Consolidated Statement of Cash Flows -
three months ended March 31, 1997 (unaudited) Page 5
Notes to Financial Statements Page 6
Management's Discussion and Analysis or
Plan of Operations Page 11
PART II. Other Information
Other Information Page 12
Exhibits and Reports on Form 8-K Page 12
Signatures Page 13
<PAGE>
<TABLE>
WELLINGTON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
ASSETS
<CAPTION>
MARCH 31, MARCH 31,
1997 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
RENTAL PROPERTY - AT COST
LAND $3,110,508 $3,024,247
BUILDING 17,958,742 15,734,219
APPLIANCES AND EQUIPMENT 932,729 727,371
22,001,980 19,485,838
ACCUMULATED DEPRECIATION (898,713) (381,967)
NET PROPERTY AND EQUIPMENT 21,103,267 19,103,871
CASH 14,048 412,979
PREPAID EXPENSES 271,610 143,439
OTHER 18,319 11,089
ORGANIZATION COSTS NET OF ACCUMULATED
AMORTIZATION 68,489 70,942
372,466 638,449
TOTAL ASSETS $21,475,733 $19,742,321
LIABILITIES AND EQUITY
MORTGAGE NOTE PAYABLE $16,832,325 $14,430,266
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 669,204 275,217
ACCOUNTS PAYABLE - RELATED PARTY 137,417 87,352
TENANT SECURITY DEPOSITS 136,161 125,046
TOTAL LIABILITIES $17,775,106 $14,917,880
EQUITY
COMMON STOCK - 100,070,000 AUTHORIZED
691,917 AND 691,235 SHARES ISSUED AND
OUTSTANDING, RESPECTIVELY; PAR VALUE
$0.01 6,919 6,567
PREFERRED STOCK - 500,000 SHARES AUTHORIZED;
NO SHARES ISSUED OR OUTSTANDING; PAR
VALUE $0.01 0 0
ADDITIONAL PAID - IN CAPITAL 6,082,835 5,735,678
EXCESS OF PURCHASE PRICE OVER
AFFILIATES'S BASIS IN PROPERTY ACQUIRED (152,615) (152,615)
DIVIDENDS PAID (1,159,737) (289,052)
ACCUMULATED DEFICIT (1,076,776) (476,138)
3,700,627 4,824,441
TOTAL LIABILITIES AND EQUITY $21,475,733 $19,742,321
</TABLE>
(SEE ACCOMPANYING NOTES)
<PAGE>
<TABLE>
WELLINGTON PROPERTIES TRUST
CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1997 MARCH 31, 1996
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUES
RENTAL INCOME $807,559 $624,308
INTEREST INCOME AND OTHER 254 3,641
TOTAL REVENUE $807,812 $627,949
EXPENSES
PROPERTY OPERATING AND
MAINTENANCE 183,555 150,715
REAL ESTATE TAXES AND
INSURANCE 113,824 123,562
DEPRECIATION AND AMORTIZATION 151,191 112,282
INTEREST EXPENSE 407,959 254,443
GENERAL AND ADMINISTRATIVE 71,833 67,180
TOTAL EXPENSES $928,362 $708,182
NET OPERATING INCOME/(LOSS) ($120,550) ($80,234)
LOSS PER COMMON SHARE:
NET LOSS ($0.17) ($0.13)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 690,724 626,934
</TABLE>
(SEE ACCOMPANYING NOTES)
<PAGE>
<TABLE>
WELLINGTON PROPERTIES TRUST
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH MARCH 31, 1997
<CAPTION>
1997 1996
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
NET LOSS ($120,549) ($80,234)
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
DEPRECIATION AND AMORTIZATION 151,191 112,282
CHANGES IN ASSETS AND LIABILITIES
NET OF EFFECT OF ASSETS AND
LIABILITIES ASSUMED
PREPAID EXPENSES 1,554 96,471
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES (62,787) (134,096)
ACCOUNTS PAYABLE - RELATED PARTY (63,269) (14,353)
TENANT SECURITY DEPOSITS 5,231 39,041
31,920 99,345
NET CASH PROVIDED BY OPERATING
ACTIVITIES ($88,629) $19,111
CASH FLOWS USED BY INVESTING ACTIVITIES:
OTHER 0 0
APPLIANCE AND EQUIPMENT ACQUISITION (17,292) (5,492,136)
(17,292) (5,492,136)
CASH FLOWS FROM FINANCING ACTIVITIES:
REPAYMENTS ON MORTGAGE NOTE PAYABLE (676,730) (6,485)
MORTGAGE NOTE PAYABLE 671,847 3,696,839
ISSUANCE OF COMMON STOCK 71,654 1,729,655
DIVIDENDS PAID (145,510) (102,648)
NET CASH PROVIDED BY FINANCING
ACTIVITIES (78,738) 5,317,361
NET INCREASE IN CASH (184,659) (155,665)
CASH AT BEGINNING OF PERIOD $198,706 $568,644
CASH AT END OF PERIOD $14,048 $412,979
</TABLE>
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS
For the period January 1, 1997 through March 31, 1997
(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 304 apartments ("Maple
Grove") (collectively the "Properties"). It is the intention of the Trust to
continue to seek well located properties for future acquisitions.
On April 10, 1997 the Trust sold Forest Downs for $2,000,000.
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 as 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, 1997 through March 31, 1997
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.
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.
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.
Acquisition of Lake Pointe
On January 5, 1996, Wellington Properties Trust purchased the apartment
complex from a related party, Wellington Realty Income Limited Partnership
90-1, for $3,600,000.
The Trust assumed the mortgage note payable on the property of $1,856,760
(note C), and issued 167,166 shares of common stock of the Trust to
Wellington Realty Income Limited Partnership 90-1 for a $1,671,660 reduction
in the cash amount due.
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, 1997 through March 31, 1997 were $39,439.62.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1997 through March 31, 1997
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 December 31, 1996
were $3,316.00. No Advisor fees have been paid during 1997. 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
December 31, 1996 were $8,224.96. No Commissions have been paid in 1997.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1997 through March 31, 1997
NOTE C - MORTGAGE NOTES PAYABLE AND OTHER FINANCING
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, 1997 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, 1997. 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 both
options.
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 was due. The land contracts have been extended until May
7, 1997.
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 Land Land Phase Building
I 8&9 7&11&14 III #10
<S> <C> <C> <C> <C> <C> <C> <C>
1997 399,410 21,292 6,250,000 1,522,728 1,347,609 3,138,574 600,000 13,279,612
1998 47,838 23,029 70,867
1999 51,808 24,908 76,717
2000 56,108 26,941 83,049
2001 60,765 29,139 89,904
there
after670,980 1,713,348 $2,384,329
$1,286,910 1,838,657 6,250,000 1,522,728 1,347,609 3,138,574 600,00015,984,478
</TABLE>
Line of Credit
During 1996, the Trust obtained a line of credit for $1,000,000 with Milwaukee
Western Bank. Interest-only payments are due monthly with the principal due on
June 30, 1997. The interest rate is at .5% above the bank's reference rate
(effective rate at March 31, 1997 of 9%). At March 31, 1997, the outstanding
balance was $856,577. The line of credit is collateralized by a second
mortgage on the Lake Pointe Apartment Complex and the guarantee of WMC.
<PAGE>
WELLINGTON PROPERTIES TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For the period January 1, 1997 through March 31, 1997
NOTE D - COMMITMENTS
The Trust has committed to construct the additional 60 units at Maple Grove for
a cost of $3,486,600. Construction was completed on approximately August 31,
1996.
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, 1997 there were 691,235.000 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 410 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. Construction of the final 60 units at Maple Grove was completed on
approximately August 31, 1996.
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
May 1, 1997. 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
May 7, 1997. 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 is seeking permanent
financing with respect to Maple Grove.
The Company acquired Lake Pointe Apartments in January 1996 by an assumption of
debt and issuance of its stock to the owners. Lake Pointe consists of 72
units.
On December 30, 1996 the Company acquired the final 12 units at Maple Grove for
$792,000. The Company used available cash and the proceeds of a line of credit
from Milwaukee Western Bank to purchase the property.
Due to the Company's rapid expansion a comparison with comparable prior
periods is not meaningful. Occupancy at the properties has remained consistant
with respect to the three months ended March 31, 1997. Occupancy at Forest
Downs for the period was 97.8%, Maple Grove (excluding the new 60 units) was
94.4% and Lake Pointe was 99.5%.
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 March 18, 1997, the Board of Trustees voted to pay
a dividend to Common Shareholders with respect to the quarter ended March
31, 1997 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: \S\Arnold K. Leas
Arnold K. Leas, President
Date: May 13, 1997 By: \S\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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 14,068
<SECURITIES> 0
<RECEIVABLES> 18,319
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 372,466
<PP&E> 22,001,980
<DEPRECIATION> 898,713
<TOTAL-ASSETS> 21,475,733
<CURRENT-LIABILITIES> 17,775,106
<BONDS> 0
0
0
<COMMON> 6,919
<OTHER-SE> 3,693,708
<TOTAL-LIABILITY-AND-EQUITY> 21,475,733
<SALES> 0
<TOTAL-REVENUES> 807,812
<CGS> 0
<TOTAL-COSTS> 520,403
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 407,959
<INCOME-PRETAX> (120,550)
<INCOME-TAX> 0
<INCOME-CONTINUING> (120,550)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (120,550)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
