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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________
Commission file number 1-12588
ALEXANDER HAAGEN PROPERTIES, INC.
(Exact name of registrant as specified in charter)
Maryland 95-4444963
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3500 Sepulveda Boulevard
Manhattan Beach, California 90266
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 546-4520
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 at least the past 90 days. YES [X] NO [ ].
As of May 1, 1996, 12,024,042 shares of Common Stock, Par Value $.01 Per
Share, were outstanding.
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ALEXANDER HAAGEN PROPERTIES, INC.
FORM 10-Q
INDEX
PAGE
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1996
(unaudited) and December 31, 1995 3
Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II OTHER INFORMATION 12
SIGNATURES 13
2
ALEXANDER HAAGEN PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
ASSETS
Rental properties $655,375 $653,058
Accumulated depreciation and amortization (94,245) (90,478)
-------- --------
Rental properties, net 561,130 562,580
Cash and cash equivalents 5,052 3,687
Tenant receivables, net 4,913 11,616
Other receivables 1,763 2,338
Receivable from management company 1,734 1,215
Investment in management company 621 621
Restricted cash 3,237 4,185
Deferred charges, net 18,989 18,719
Other assets 828 816
-------- --------
TOTAL $598,267 $605,777
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Secured debt $230,974 $223,524
7 1/2% Convertible subordinated debentures 138,599 138,599
7 1/4% Exchangeable subordinated debentures 30,000 30,000
Accrued distributions 4,705 4,705
Accrued interest 3,579 5,608
Accounts payable and other accrued expenses 7,422 5,453
Accrued construction costs 2,994 6,498
Other liabilities 5,000 5,000
Tenant security and other deposits 2,072 2,174
-------- --------
Total liabilities 425,345 421,561
-------- --------
MINORITY INTERESTS
Operating Partnership 13,380 14,604
Other minorities 2,079 2,161
-------- --------
Total minority interests 15,459 16,765
-------- --------
STOCKHOLDERS' EQUITY
Common stock ($.01 par value, 50,000,000 shares
authorized; 12,024,042 shares issued and
outstanding) 120 120
Additional paid-in capital 206,270 206,297
Accumulated distributions and deficit (48,927) (38,966)
-------- --------
Total stockholders' equity 157,463 167,451
-------- --------
TOTAL $598,267 $605,777
======== ========
See Notes to Consolidated Financial Statements.
3
ALEXANDER HAAGEN PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1996 1995
----------- ----------
REVENUES:
Rental revenues $19,745 $18,489
Percentage rents 238 102
Other income 895 871
------- -------
Total revenues 20,878 19,462
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EXPENSES:
Interest 8,854 7,934
Depreciation and amortization 4,437 4,838
Property Operating Costs:
Common Area 3,179 3,522
Property taxes 1,813 1,521
Leasehold rentals 407 392
Marketing 188 148
Other operating 348 457
Non-recurring provision for unbilled
deferred rent 6,900 -
General and administrative 1,164 1,393
------- -------
Total expenses 27,290 20,205
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LOSS FROM OPERATIONS (6,412) (743)
EQUITY IN INCOME (LOSS) OF MANAGEMENT
COMPANY - (201)
------ -------
LOSS BEFORE MINORITY INTERESTS (6,412) (944)
MINORITY INTERESTS:
Operating Partnership 848 80
Other minorities (68) (61)
------- -------
NET LOSS $(5,632) $ (925)
======= =======
NET LOSS PER SHARE $ (0.47) $ (0.08)
======= =======
Weighted average shares outstanding 12,024 11,892
======= =======
See Notes to Consolidated Financial Statements
4
ALEXANDER HAAGEN PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(5,632) $ (925)
Adjustment to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization of rental properties 4,437 4,838
Amortization of deferred financing costs 523 458
Non-recurring provision for unbilled deferred rent 6,900 -
Minority interests in operations (780) (19)
Equity in loss of management company - 201
Net changes in operating assets and liabilities (359) (1,902)
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Net cash provided by operating activities 5,089 2,651
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CASH FLOWS FROM INVESTING ACTIVITIES:
Construction and Development Costs (7,239) (4,083)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from mortgage financing - 56,900
Principal payments on mortgage financing (550) (417)
Borrowings on secured line of credit 9,500 5,300
Repayment of secured line of credit (1,500) (47,446)
Costs of obtaining financing - (922)
(Increase) decrease in restricted cash 948 (295)
Distributions paid to shareholders (4,329) (4,276)
Distributions to minority interests (554) (483)
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Net cash provided by financing activities 3,515 8,361
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NET INCREASE IN CASH AND CASH
EQUIVALENTS 1,365 6,929
CASH AND CASH EQUIVALENTS, AT BEGINNING
OF PERIOD 3,687 4,526
------- -------
CASH AND CASH EQUIVALENTS, AT END
OF PERIOD $ 5,052 $ 11,455
======= ========
See Notes to Consolidated Financial Statements
5
ALEXANDER HAAGEN PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying financial statements and related notes of Alexander Haagen
Properties, Inc. (the "Company") are unaudited; however, they have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and the instructions to Form 10-Q and the rules
and regulations of the Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared under generally accepted accounting principles have
been condensed or omitted pursuant to such rule. In the opinion of
management, all adjustments considered necessary for fair presentation of
the Company's financial position, results of operations and cash flows have
been included. These financial statements should be read in conjunction
with the Company's Form 10-K for the year ended December 31, 1995.
2. INVESTMENT IN MANAGEMENT COMPANY
Equity in Income (Loss) of Management Company represents the Company's 95%
economic interest in Haagen Property Management, Inc. ("HPMI"). In
conjunction with the Initial Public Offering of the Company's common stock
and Debentures in December 1993 (the "IPO"), HPMI assumed all of the
property management functions for the Company's properties. Executive and
property management fees for the three months ended March 31, 1996 and 1995
totaled $948,000 and $699,000, respectively, and are included in general
and administrative expenses. In addition, HPMI provides leasing, legal and
construction services for the properties owned by the Company, such fees
for the three months ended March 31, 1996 and 1995 of $885,000 and
$589,000, respectively, were capitalized and are being amortized over the
useful lives of the related leases and/or properties.
As the OP owns a 95% economic interest in but does not control HPMI, the
investment is accounted for on an equity basis.
3. DEVELOPMENT PROPERTIES
Certain of the Properties had not completed their respective leasing plans
at the date of the IPO (the "Development Properties"). To facilitate
inclusion of the Development Properties in the Company's initial portfolio,
the partners of certain Predecessor Affiliates that transferred the
Development Properties to the Company have the right to receive additional
OP Units based upon the increase in net annualized cash flow between
October 31, 1993 and March 31, 1996 for each Development Property. The
value of additional OP Units to be received in respect of the Development
Properties equals the net improvement of property cash flows, capitalized
at specified rates for each Development Property, less any amounts advanced
by the OP for capital expenditures, tenant improvements, tenant allowances
and leasing costs, plus interest on such funds advanced at a rate of 12%
per annum. The number of additional OP Units to be issued is computed by
dividing the value to be received by the lower of $18.00 per share or the
current market price at date of issuance.
6
In general, the number of additional OP Units that will be issued is based
on the increase in net annualized cash flow from new leases signed through
March 31, 1996 and in occupancy and paying rent by June 30, 1996. Such
increase in cash flow will not be fully realized until the third quarter of
1996. The Company anticipates that, in the event that all of the leases
signed by March 31, 1996 are in occupancy by June 30, 1996 at Baldwin Hills
Crenshaw Plaza (Los Angeles, CA), Media City Center (Burbank, CA), and
Empire Center (Fontana, CA), approximately 3,500,000 to 4,500,000
additional OP Units may be issued. The Company's interest in the OP would
thereby be reduced from 92% to a range of approximately 73% to 68% (all
other factors remaining unchanged).
The issuance of such additional OP Units in the third quarter of 1996 is
not expected to have a dilutive effect on future net income per share or
funds from operations per share. Based upon the improvement in cash flows
at the Development Properties through March 31, 1996, an additional 749,500
OP Units were accrued during the quarter. The number of OP Units as of
March 31, 1996 was therefore 1,819,076, comprising 1,044,076 issued and
outstanding and 775,000 accrued in connection with the lease-up of the
Development Properties.
4. UNBILLED DEFERRED RENTS
During the quarter the Company reassessed the recoverability of straight-
line contractual rent increases as a result of the continuing mergers and
consolidations within the retail industry and the financial difficulties of
certain retailers. Accordingly, the Company recorded a non-recurring non-
cash charge of $6.9 million to increase the reserve against the receivable
for straight-line rents. Additionally, the Company did not record
straight-line rents in the first quarter of 1996. The company believes
this to be an appropriate and conservative approach to account for the
straight-lining of contractual rent increases in the current retail
environment. Based upon current market conditions, it is expected that the
impact of this change will be a reduction in revenues recognized in 1996 of
approximately $1.3 million or $325,000, or $.02 per share, in the first
quarter.
5. DEPRECIATION OF RENTAL PROPERTIES
During the quarter the Company reviewed the depreciable lives of its
properties. The Company concluded that in order to more appropriately
align the depreciable lives with the economic lives of the properties the
lives should generally be increased to 40 years from previously utilized
lives ranging from 20 to 31.5 years. The net impact of such change in
lives was to reduce the depreciation charge for the quarter by $1.2
million.
6. DISTRIBUTIONS
Approximately 60% of the distributions to stockholders for the year ended
December 31, 1995 represented a return of capital.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The following discussion should be read in conjunction with the
accompanying consolidated financial statements and notes thereto.
HISTORICAL RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 1996 to the three months
ended March 31, 1995.
Revenues increased by $1.4 million to $20.9 million for the three months
ended March 31, 1996 from $19.5 million for the three months ended March 31,
1995. The revenue increase was primarily a result of the lease-up of the
Development Properties, principally Media City Center, Empire Center and Baldwin
Hills Crenshaw Plaza. However, improvements in the economic performance of the
properties were mitigated by the Company recording reserves to offset the
straight-lining of contractual rent increases. These reserves resulted in a
reduction in revenues for the first quarter of approximately $0.3 million.
Interest expense increased by $1.0 million from $7.9 million for the three
months ended March 31, 1995 to $8.9 million for the three months ended March 31,
1996. In March 1995 the Company obtained $56.9 million in long term financing.
Proceeds from such loan of $47 million were used to retire the then outstanding
balance on the credit facility and the balance was used for working capital and
to finance development activity. The remaining increase is principally a
function of borrowings on the Company's line of credit to finance construction
at various properties.
Depreciation and amortization expense decreased by $0.4 million from $4.8
million for the three months ended March 31, 1995 to $4.4 million for the three
months ended March 31, 1996. Depreciation decreased by $1.2 million as a result
of a change in the depreciable lives of the properties. During the quarter the
Company reviewed the depreciable lives of its properties and concluded that in
order to more appropriately align the depreciable lives with the economic lives
of the properties the lives should generally be increased to 40 years from
previously utilized lives ranging from 20 to 31.5 years. This decrease was
offset by a $0.8 million increase as a result of an overall increase in
investment in rental properties.
Property operating costs decreased by $0.1 million to $5.9 million for the
three months ended March 31, 1996 from $6.0 million for the three months ended
March 31, 1995. The decrease is a result of several factors including
additional bad debt expense recorded in the first quarter of 1995 at certain of
the properties, offset by an overall inflationary increase in operating costs at
the Company's properties.
During the quarter the Company reassessed the recoverability of straight-
line contractual rent increases as a result of the continuing mergers and
consolidations within the retail industry and the financial difficulties of
certain retailers. Accordingly, the Company recorded a non-recurring non-cash
charge of $6.9 million to increase the reserve against the receivable for
straight-line rents. Additionally, the Company did not record straight-line
rents in the first quarter of 1996. The company believes this to be an
appropriate and conservative approach to account for the straight-lining of
contractual rent increases in the current retail environment. Based upon
current market conditions, it is expected that the impact of this change will be
a reduction in revenues recognized in 1996 of approximately $1.3 million.
General and administrative expenses declined by $0.2 million from $1.4
million for the first quarter of 1995 to $1.2 million for the first quarter of
1996 principally as a result of the write-off in the first quarter of 1995 of
$0.3 million in costs related to a potential secondary offering.
Loss from operations increased by $5.7 million from a loss of $0.7 million
for the three months ended March 31, 1995 to a loss of $6.4 million for the
three months ended March 31, 1996 for the reasons stated above.
8
On April 30, 1996, the Company received notice that the Sears store in its
Covina Town Square power center (Covina, California) will be exercising a
termination right in its lease and vacating the premises effective October 31,
1996. Sears will relocate to a former Broadway store in the Covina trade area,
acquired by Sears as a result of the consolidation occurring within Federated
Department Stores. Annual rental revenues received from Sears are $911,000, or
$5.50 per square foot. The Company is in discussions with certain potential
tenants for the Sears space; however, if the space is not re-leased the first
impact from the loss of the Sears revenues will be in the fourth quarter of 1996
of $.01 per share. Covina Town Square is a 422,000 square foot power center;
other tenants include Home Depot, Petsmart and Staples.
Selected Property Financial Information
Net operating income (defined as revenues less property operating costs)
for the Company's properties is as follows:
Three Months Ended March 31,
1996 1995
------- -------
Stabilized Properties (36) $10,298 $10,012
Development Properties:
Baldwin Hills Crenshaw Plaza 1,378 767
Media City Center 2,564 1,986
Empire Center 430 350
Redevelopment Property:
Medford Center 203 243
Other income 70 64
------- -------
Net Operating Income $14,943 $13,422
======= =======
The following summarizes the percentage of leased GLA (excluding non-owned
GLA and GLA leased but not yet constructed) as of:
March 31, 1996 December 31, 1995
-------------- -----------------
Stabilized Properties (36) 97.3% 97.5%
Development Properties:
Baldwin Hills Crenshaw Plaza 96.7 89.7
Media City Center 92.7 86.6
Empire Center 95.8 83.3
Redevelopment Property:
Medford Center 97.8 97.8
Aggregate Portfolio 96.3% 95.3%
==== ====
During the quarter the Company signed leases for approximately 191,000
square feet, including 147,000 square feet at its Development Properties. Such
signed leases resulted in an increase in the overall rent per square foot of the
Company's portfolio to $10.21 per square foot at March 31, 1996 from $10.02 per
square foot at December 31, 1995. Leased space at the Company's properties
increased to 96.3% at March 31, 1996 from 95.3% at December 31, 1995. The
majority of the leases signed during the quarter, and included in the 96.3%, are
under construction and have not yet commenced payment of rent. The Company
estimates that in the event the remaining terms of the "Earn-Out" are fulfilled
an additional 3.5 million to 4.5 million OP units may be issued to the
Predecessor Affiliates in the third quarter of 1996, which will not be dilutive
to existing stockholders. The Company's computation of net loss per share for
the first quarter of 1996 include the accrual of 775,000 OP Units related to
increased revenues at the Development Properties.
Funds from Operations
The Company considers funds from operations ("FFO") to be an alternative
measure of the performance of an equity REIT since such measure does not
recognize depreciation and amortization
9
expenses as operating expenses. FFO was originally defined by the National
Association of Real Estate Investment Trusts ("NAREIT") as net income plus
depreciation and amortization, less gains on sales of properties. In a May 1995
White Paper, NAREIT adopted a revised definition of FFO. The principal change
is that the revised definition does not permit depreciation or amortization of
non real estate assets to be added back in computing FFO. The Company
historically added back amortization of deferred financing costs in computing
FFO. Additionally, the revised definition permits FFO to be adjusted for
significant non-recurring items.
The Company has adopted the revised definition of FFO effective January 1,
1996. Previously the Company also adopted the additional disclosures suggested
by NAREIT in the White Paper. The Company has restated its FFO for comparable
periods as if the new definition had been adopted at that date. Management
concurs with NAREIT in believing that reductions for the depreciation and
amortization of real estate and its related costs are not meaningful in
evaluating income-producing real estate.
The Company computes FFO on both a primary and a fully diluted basis and
considers Operating Partnership Units as the equivalent of shares for the
purpose of these computations. The fully diluted basis assumes the conversion
of the convertible and exchangeable debentures into shares of common stock. In
computing fully-diluted FFO the Company adds back the amortization of deferred
financing costs related to the outstanding debentures, principally representing
the underwriting discount on the convertible debentures. The following table
summarizes the Company's computation of FFO and provides certain additional
disclosures (dollars in thousands, except per share amounts):
THREE MONTHS ENDED
MARCH 31,
1996 1995
------ ------
FUNDS FROM OPERATIONS
Net Loss $(5,632) $ (925)
Adjustments to reconcile net loss to funds from operations:
Depreciation and Amortization:
Buildings and improvements 3,101 4,212
Tenant improvements and allowances 1,088 511
Leasing costs 234 102
Non-recurring provision for unbilled deferred rent 6,900 -
Minority Interests (927) (164)
------- ------
Funds from Operations, primary 4,764 3,736
Debenture interest expense 3,142 3,143
Amortization of deferred financing costs-debentures 326 322
------- ------
Funds from operations, fully diluted $ 8,232 $7,201
======= ======
SUPPLEMENTAL DISCLOSURES
Construction and development expenditures:
Expansion of the Company's portfolio $ 2,245 $5,478
Releasing and maintenance of portfolio 72 108
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$ 2,317 $5,586
======= ======
Capitalized leasing costs:
Expansion of the Company's portfolio $ 856 $ 398
Releasing and maintenance of portfolio 137 44
------- ------
$ 993 $ 442
======= ======
Straight-line rental income $ - $ 426
======= ======
The Company considers any space that was vacant or unbuilt at the date of
its initial public offering to be expansion of its portfolio.
10
Funds from operations, on a primary basis, increased to $4.8 million for
the three months ended March 31, 1996, as compared to $3.7 million for the same
period in 1995. On a fully diluted basis, assuming conversion of the
debentures, funds from operations increased to $8.2 million from $7.2 million.
The increase in funds from operations is principally a function of the
improvements in the operations of the Development Properties. However,
improvements in the economic performance of the properties were mitigated by the
Company recording reserves to offset the straight-lining of contractual rent
increases. During the quarter the Company recorded a non-recurring non-cash
charge of $6.9 million to increase the reserve against the receivable for
straight-line rents. The non-recurring charge was not included in the
computation of FFO as the Company considers it to be a significant non-recurring
event that if deducted would materially distort the comparative measurement of
Company performance. Additionally, the Company did not record straight-line
rents in the first quarter of 1996 of approximately $0.3 million.
Funds from operations do not represent cash flows from operations as
defined by Generally Accepted Accounting Principles and should not be considered
as an alternative to net income as an indicator of the Company's operating
performance or to cash flows as a measure of liquidity.
CASH FLOWS
Net cash provided by operating activities increased $2.4 million from the
$2.7 million for the three months ended March 31, 1995 to $5.1 million for the
three months ended March 31, 1996, due, principally, to the reasons stated above
under results of operations.
Net cash used by investment activities increased to $7.2 million for the
three months ended March 31, 1996 from $4.1 million for the three months ended
March 31, 1995. Net cash provided by financing activities decreased to $3.5
million for the three months ended March 31, 1996 from $8.4 million in the three
months ended March 31, 1995. The principal cause of the decrease in cash
provided by financing activities was the result of new long-term financing
obtained in March, 1995 and the increase in cash used by investment activities
was the increased development activity at the Company's properties.
LIQUIDITY SOURCES AND REQUIREMENTS
At March 31, 1996, outstanding debt (excluding the debentures) increased by
$7.5 million to $231.0 million from the $223.5 million outstanding at December
31, 1995, as a result of additional borrowings on the Credit Facility to fund
development activity. At March 31, 1996 the Company had drawn approximately
$25.2 million against its $75 Million Credit Facility. Subsequent to March 31,
1996, the Company has drawn an additional $9.0 million to fund continuing
development activity.
The Company anticipates investing approximately $33.3 million in new
development and tenant improvements over the next twelve to eighteen months,
including, approximately, $24.5 million to be spent on expansion of the
Company's portfolio and the balance to be used for completion of the Earn-Out
Properties. The Company anticipates that such capital improvement requirements
will be funded from the New Credit Facility.
11
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
None
Item 2: Changes in Securities
None
Item 3: Defaults Upon Senior Securities
None
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Other Information
None
Item 6: Exhibits and Reports on Form 8-K
None
12
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.
ALEXANDER HAAGEN PROPERTIES, INC.
By: /s/ SEYMOUR KRESHEK
--------------------
Seymour Kreshek
Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
and Director
Dated: May 13, 1996
13