THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T. =============================================================================== 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 September 30, 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 November 11, 1996, 12,024,042 shares of Common Stock, Par Value $.01 Per Share, were outstanding. ALEXANDER HAAGEN PROPERTIES, INC. FORM 10-Q INDEX PAGE ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1996 (unaudited) and December 31, 1995 3 Consolidated Statements of Operations (unaudited) for the three months and nine months ended September 30, 1996 and 1995 4 Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 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 13 SIGNATURES 14 2 ALEXANDER HAAGEN PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------- ------------ (UNAUDITED) ASSETS Rental properties $ 664,441 $653,058 Accumulated depreciation and amortization (102,057) (90,478) ------------- ------------ Rental properties, net 562,384 562,580 Cash and cash equivalents 6,402 3,687 Tenant receivables, net 4,827 11,616 Other receivables 3,439 2,338 Receivable from management company 859 1,215 Investment in management company 637 621 Restricted cash 3,221 4,185 Deferred charges, net 18,732 18,719 Other assets 1,417 816 ------------- ------------ TOTAL $ 601,918 $605,777 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Secured debt $ 245,831 $223,524 7 1/2% Convertible subordinated debentures 138,599 138,599 7 1/4% Exchangeable subordinated debentures 30,000 30,000 Accrued distributions 5,872 4,705 Accrued interest 3,579 5,608 Accounts payable and other accrued expenses 5,688 5,453 Accrued construction costs 1,894 6,498 Other liabilities - 5,000 Tenant security and other deposits 3,362 2,174 ------------- ------------ Total liabilities 434,825 421,561 ------------- ------------ MINORITY INTERESTS Operating Partnership 43,471 14,604 Other minorities 2,020 2,161 ------------- ------------ Total minority interests 45,491 16,765 ------------- ------------ STOCKHOLDERS' EQUITY Common stock ($.01 par value, 50,000,000 shares authorized; 12,024,042 shares issued and outstanding) 120 120 Additional paid-in capital 174,730 206,297 Accumulated distributions and deficit (53,248) (38,966) ------------- ------------ Total stockholders' equity 121,602 167,451 ------------- ------------ TOTAL $ 601,918 $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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 ------- ------- ------- ------- REVENUES: Rental revenues $20,831 $19,492 $60,545 $57,203 Percentage rents 145 117 552 323 Other income 1,012 900 2,980 2,893 Gain on sale of rental property - - 2,502 - ------- ------- ------- ------- Total revenues 21,988 20,509 66,579 60,419 ------- ------- ------- ------- EXPENSES: Interest 8,946 8,158 26,669 24,080 Depreciation and amortization 4,248 4,953 12,745 14,685 Property Operating Costs: Common Area 3,143 3,543 9,445 10,260 Property taxes 1,899 2,025 5,474 5,723 Leasehold rentals 404 371 1,211 1,172 Marketing 234 242 705 670 Other operating 391 310 1,172 1,397 Non-recurring provision for unbilled deferred rent - - 6,900 - General and administrative 1,274 1,265 3,663 4,024 ------- ------- ------- ------- Total expenses 20,539 20,867 67,984 62,011 ------- ------- ------- ------- INCOME (LOSS) FROM OPERATIONS 1,449 (358) (1,405) (1,592) EQUITY IN INCOME (LOSS) OF MANAGEMENT COMPANY 54 17 16 (196) ------- ------- ------- ------- INCOME (LOSS) BEFORE MINORITY INTERESTS 1,503 (341) (1,389) (1,788) MINORITY INTERESTS: Operating Partnership (222) 34 303 157 Other minorities (61) (64) (210) (180) ------- ------- ------- ------- NET INCOME (LOSS) $ 1,220 $ (371) $(1,296) $(1,811) ======= ======= ======= ======= NET INCOME (LOSS) PER SHARE $ 0.10 $ (0.03) $ (0.11) $ (0.15) ======= ======= ======= ======= Weighted average shares outstanding 12,024 12,006 12,024 11,944 ======= ======= ======= ======= See Notes to Consolidated Financial Statements 4 ALEXANDER HAAGEN PROPERTIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) NINE NINE MONTHS ENDED MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1996 1995 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (1,296) $ (1,811) Adjustment to reconcile net loss to net cash provided by operating activities: Depreciation and amortization of rental properties 12,745 14,685 Amortization of deferred financing costs 1,533 1,347 Non-recurring provision for unbilled deferred rent 6,900 - Gain on sale of rental property (2,502) - Minority interests in operations (93) 23 Equity in (income) loss of management company (16) 196 Net changes in operating assets and liabilities (2,120) (830) -------- -------- Net cash provided by operating activities 15,151 13,610 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Construction and Development Costs (19,392) (22,568) Proceeds from sale of rental property 3,300 - -------- -------- Net cash used by investing activities (16,092) (22,568) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds received from mortgage financing - 56,900 Principal payments on mortgage financing (1,694) (1,389) Borrowings on secured line of credit 25,500 13,650 Repayment of secured line of credit (1,500) (47,445) Costs of obtaining financing - (2,030) Decrease in restricted cash 964 2,829 Payment of other liabilities (5,000) - Distributions paid to shareholders (11,819) (12,859) Distributions to minority interests (2,673) (1,377) Other (122) - -------- -------- Net cash provided by financing activities 3,656 8,279 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,715 (679) CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 3,687 4,526 -------- -------- CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 6,402 $ 3,847 ======== ======== 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 nine months ended September 30, 1996 and 1995 totaled $2,941,000 and $2,723,000, 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 nine months ended September 30, 1996 and 1995 of $2,691,000 and $2,080,000, 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 had the right to receive additional OP Units. In general, the number of additional OP Units issued was 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 was not fully realized until the third quarter of 1996. On August 12, 1996, the Independent members of the Board of Directors approved the issuance of 3,242,379 OP Units to the Predecessor Affiliates. The market capitalization of the OP was thereby increased by $41.7 million based upon the stock price as of August 12, 1996. The Predecessor Affiliates' interest in the OP was thereby increased from 8% to approximately 26% effective July 1, 1996. As a result of the issuance in the third quarter of the 3,242,379 OP Units, minority interest was increased and additional paid-in capital decreased by approximately $31.5 million. The issuance of such additional OP Units in the third quarter of 1996 did not have a dilutive effect on net income per share or funds from operations per share. The number of OP Units issued and outstanding as of September 30, 1996 was 4,286,456. 6 4. UNBILLED DEFERRED RENTS During the first quarter of 1996 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, during the first 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. Additionally, the Company has fully reserved against unbilled deferred rents in 1996. The company believes this to be an appropriate and conservative approach to account for future contractual rent increases in the current retail environment. Based upon current market conditions, it is expected that the impact of this will be a reduction in revenues recognized in 1996 of approximately $1.3 million. 5. DEPRECIATION OF RENTAL PROPERTIES During the first 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 nine months ended September 30, 1996 by approximately $3.6 million. The Company regularly reviews long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of expected future cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss. 6. DISTRIBUTIONS Approximately 60% of the distributions to stockholders for the year ended December 31, 1995 represented a return of capital. 7. NEW ACCOUNTING STANDARD In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock- Based Compensation," which is effective for the Company beginning January 1, 1996. SFAS No. 123 requires expanded disclosure of stock-based compensation arrangements with employees and allows for compensation cost to be measured either based on the fair market value of the equity instrument awarded or under APB 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. The Company will continue to apply APB Opinion No. 25 to its stock based compensation awards to employees and will disclose the required pro forma effect on net income and earnings per share. 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 nine months ended September 30, 1996 to the nine months ended September 30, 1995. Rental revenues increased by $3.3 million to $60.5 million for the nine months ended September 30, 1996 from $57.2 million for the nine months ended September 30, 1995. The increase was primarily a result of the lease-up of the Development Properties, comprising 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. No Straight-line rental revenue was recognized in the nine months ended September 30, 1996, compared to approximately $1.3 million in the nine months ended September 30, 1995. During the quarter ended June 30, 1996, the Company sold a Vons market (a single tenant facility) in Ventura, California for $3.3 million in cash, resulting in a gain on sale of $2.5 million. Interest expense increased by $2.6 million from $24.1 million for the nine months ended September 30, 1995 to $26.7 million for the nine months ended September 30, 1996. The increase is principally a function of borrowings on the Company's line of credit to finance construction and redevelopment activity at various properties. Depreciation and amortization expense decreased by $2.0 million from $14.7 million for the nine months ended September 30, 1995 to $12.7 million for the nine months ended September 30, 1996. Depreciation decreased by $3.6 million as a result of a change in the depreciable lives of the 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. This decrease was offset by a $1.6 million increase as a result of an overall increase in investment in rental properties. Property operating costs decreased by $1.2 million to $18.0 million for the nine months ended September 30, 1996 from $19.2 million for the nine months ended September 30, 1995. The decrease is a result of several factors including additional bad debt expense recorded in 1995 at certain of the properties. During the first quarter of 1996, 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 has fully reserved against unbilled deferred rents in 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 $0.3 million from $4.0 million for the first nine months of 1995 to $3.7 million for the first nine months 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 decreased by $0.2 million from a loss of $1.6 million for the nine months ended September 30, 1995 to a loss of $1.4 million for the nine months ended September 30, 1996 for the reasons stated above. 8 On October 31, 1996, the Sears store in the Covina Town Square power center (Covina, California) vacated its premises. 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, in the short term the impact from the loss of the Sears revenues will be $.01 per share in the fourth quarter of 1996 and up to $0.015 per share on a quarterly basis thereafter. Covina Town Square is a 422,000 square foot power center; other tenants include Home Depot, Petsmart and Staples. On October 15, 1996 the Company sold a single tenant facility in Rancho Cucamonga, California for $4.4 million in cash. The net proceeds were used to repay debt. Comparison of three months ended September 30, 1996 to the three months ended September 30, 1995. The principal reasons for fluctuations in the Company's results of operations during the quarter are discussed above. Selected Property Financial Information Net operating income (defined as revenues, less gain on sale of property and property operating costs) for the Company's properties is as follows: Nine Months Ended September 30, 1996 1995 -------------- -------------- Stabilized Properties (36) $30,920 $30,471 Development Properties: Baldwin Hills Crenshaw Plaza 3,994 2,607 Media City Center 8,547 6,077 Empire Center 1,596 1,073 Redevelopment Property: Medford Center 806 708 Other income 207 261 ------- ------- Net Operating Income $46,070 $41,197 ======= ======= The following summarizes the percentage of leased GLA (excluding non-owned GLA and GLA leased but not yet constructed) as of: September 30, 1996 December 31, 1995 ------------------ ----------------- Stabilized Properties (36) 97.6% 97.5% Development Properties: Baldwin Hills Crenshaw Plaza 94.1 89.7 Media City Center 92.4 86.6 Empire Center 90.3 83.3 Redevelopment Property: Medford Center 97.8 97.8 Aggregate Portfolio 96.5% 95.3% ==== ==== 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 had the right to receive additional OP Units. In general, the number of additional OP Units issued was 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 was not fully realized until the third quarter of 1996. On August 12, 1996, the Independent members of the Board of Directors approved the issuance of 3,242,379 OP Units to the Predecessor Affiliates. The market capitalization of the OP was thereby 9 increased by $41.7 million based upon the stock price as of August 12, 1996. The Predecessor Affiliates' interest in the OP was thereby increased from 8% to approximately 26% effective July 1, 1996. The issuance of such additional OP Units in the third quarter of 1996 did not have a dilutive effect on net income per share or funds from operations per share. The number of OP Units issued and outstanding as of September 30, 1996 was 4,286,458. During the first nine months of 1996 the Company signed leases for approximately 261,000 square feet, including 143,000 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 $10.32 per square foot at September 30, 1996 from $10.02 per square foot at December 31, 1995. Leased space at the Company's properties increased to 96.5% at September 30, 1996 from 95.3% at December 31, 1995. 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 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): 10 THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 -------- ------- ------- ------- FUNDS FROM OPERATIONS Net Income (Loss) $1,220 $ (371) $(1,296) $(1,811) Adjustments to reconcile net income (loss) to funds from operations: Depreciation and Amortization: Buildings and improvements 2,786 4,224 8,849 12,695 Tenant improvements and allowances 1,142 600 3,036 1,624 Leasing costs 307 129 818 353 Non-recurring provision for deferred rent - - 6,900 - Gain on sale of rental property - - (2,502) - Minority Interests 158 (123) (505) (413) ------ ------ ------- ------- Funds from Operations, primary 5,613 4,459 15,300 12,448 Debenture interest expense 3,146 3,143 9,430 9,428 Amortization of debenture financing costs 325 325 975 972 ------ ------ ------- ------- Funds from operations, fully diluted $9,084 $7,927 $25,705 $22,848 ====== ====== ======= ======= SUPPLEMENTAL DISCLOSURES Capital expenditures: Expansion of the Company's portfolio $1,222 $6,286 $11,502 $20,562 Releasing and maintenance of portfolio 118 23 455 163 ------ ------ ------- ------- $1,340 $6,309 $11,957 $20,725 ====== ====== ======= ======= Capitalized leasing costs: Expansion of the Company's portfolio $ 392 $ 766 $ 2,015 $ 2,083 Releasing and maintenance of portfolio 194 21 337 117 ------ ------ ------- ------- $ 586 $ 787 $ 2,352 $ 2,200 ======= ====== ======= ======= Straight-line rental income $ - $ 420 $ - $ 1,266 ======= ====== ======= ======= The Company considers any space that was vacant or unbuilt at the date of its initial public offering to be expansion of its portfolio. Funds from operations, on a primary basis, increased to $15.3 million for the nine months ended September 30, 1996, as compared to $12.4 million for the same period in 1995. On a fully diluted basis, assuming conversion of the debentures, funds from operations increased to $25.7 million from $22.8 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 first nine months of 1996 the Company recorded a charge of $6.9 million to increase the reserve against the receivable for straight-line rents and a gain on sale of a property of $2.5 million. Such non-recurring items were not included in the computation of FFO as the Company considers them to be significant non-recurring events that if deducted would materially distort the comparative measurement of Company performance. Additionally, the Company recorded straight-line rents in the first nine months of 1995 of approximately $1.3 million which were not recognized in 1996. 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. 11 CASH FLOWS Net cash provided by operating activities increased $1.6 million from the $13.6 million for the nine months ended September 30, 1995 to $15.2 million for the nine months ended September 30, 1996, due, principally, to the reasons stated above under results of operations. Net cash used by investment activities decreased to $16.1 million for the nine months ended September 30, 1996 from $22.6 million for the nine months ended September 30, 1995. Net cash provided by financing activities decreased to $3.7 million for the nine months ended September 30, 1996 from $8.3 million in the nine months ended September 30, 1995. The principal cause of the decrease in cash provided by financing activities was the result of the long-term financing obtained in March, 1995. The decrease in cash used by investment activities was caused by decreased development activity at the Company's properties and by the proceeds from the sale of Vons, Ventura. LIQUIDITY SOURCES AND REQUIREMENTS At September 30, 1996, outstanding debt (excluding the debentures) increased by $22.3 million to $245.8 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 September 30, 1996 the Company had drawn approximately $41.2 million against its $75 Million Credit Facility. The Company anticipates investing approximately $30 million in development and tenant improvements over the next eighteen months, principally to fund development opportunities within the existing portfolio. The Company anticipates that such capital improvement requirements will be funded from the Credit Facility. 12 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 (a) Exhibits Exhibit 27 Financial Data Schedule (b) Reports on Form 8-k None 13 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: November 11, 1996