FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
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, 1998
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to ___________________
(Amended by Exch Act Rel No. 312905. eff 4/26/93)
Commission File Number: 1-12286
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MID-ATLANTIC REALTY TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 52-1832411
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 West Ridgely Road, Suite 300, Lutherville 21093
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(Address of principal executive offices) (Zip Code)
(410) 684-2000
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 the past 90 days.
YES X NO
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14,622,142 Common Shares were outstanding as of April 23, 1998.
1
MID-ATLANTIC REALTY TRUST
AND SUBSIDIARIES
Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Item 2. CHANGES IN SECURITIES
Item 3. DEFAULTS UPON SENIOR SECURITIES
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 5. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
2
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
MID-ATLANTIC REALTY TRUST
Consolidated Balance Sheets
As of
March 31, December 31,
1998 1997
-------------- ----------------
(UNAUDITED)
ASSETS
Properties:
Operating properties ..........................$ 326,174,459 306,887,360
Less accumulated depreciation and amortization .. 44,826,312 42,781,532
-------------- ----------------
281,348,147 264,105,828
Development operations ......................... 20,659,045 18,812,326
Property held for development or sale .......... 5,563,060 5,559,864
-------------- ----------------
307,570,252 288,478,018
Cash and cash equivalents ....................... 1,161,409 8,427,217
Notes and accounts receivable - tenants and other . 686,412 880,414
Prepaid expenses and deposits ................... 1,383,468 1,928,584
Deferred financing costs ......................... 1,042,324 1,172,470
-------------- ----------------
$ 311,843,865 300,886,703
============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses .........$ 5,086,745 5,721,093
Notes payable ................................... 14,600,000 3,400,000
Construction loan payable ....................... 8,876,958 8,692,916
Mortgages payable ............................... 116,846,797 116,065,741
Convertible subordinated debentures ............. 15,932,000 17,502,000
Deferred income ................................. 763,235 666,444
-------------- ----------------
162,105,735 152,048,194
-------------- ----------------
Minority interest in consolidated joint ventures . 41,887,064 42,076,946
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Shareholders' Equity:
Preferred shares of beneficial interest, $.01 par value, authorized
2,000,000 shares, issued and outstanding, none . - -
Common shares of beneficial interest, $.01 par value,
authorized 100,000,000, issued and outstanding,
14,609,764 and 14,460,248, respectively ...... 146,098 144,602
Additional paid-in capital ..................... 132,929,560 131,281,852
Distributions in excess of accumulated earnings . (25,224,592) (24,664,891)
-------------- ----------------
107,851,066 106,761,563
-------------- ----------------
$ 311,843,865 300,886,703
============== ================
See accompanying notes to consolidated financial statements.
3
MID-ATLANTIC REALTY TRUST
Consolidated Statements of Operations
(UNAUDITED)
Three Months Ended
March 31,
--------------------------------
1998 1997
-------------- --------------
REVENUES:
Rentals ..............................$ 10,051,087 6,945,245
Tenant recovery ....................... 1,661,106 1,201,912
Other ................................. 112,202 57,611
-------------- --------------
11,824,395 8,204,768
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EXPENSES:
Interest ............................. 2,835,651 2,776,041
Depreciation and amortization
of property and improvements ...... 2,118,279 1,393,993
Operating ............................ 2,381,620 2,118,187
General and administrative ............ 701,117 572,654
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8,036,667 6,860,875
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EARNINGS FROM OPERATIONS
BEFORE MINORITY INTEREST ............. 3,787,728 1,343,893
Minority interest ....................... (752,691) (67,273)
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EARNINGS FROM OPERATIONS ............... 3,035,037 1,276,620
Gain on properties ...................... 67,950 75,173
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EARNINGS BEFORE EXTRAORDINARY LOSS ..... 3,102,987 1,351,793
Extraordinary loss from early
extinguishment of debt ............... (32,984) -
-------------- --------------
NET EARNINGS ...........................$ 3,070,003 1,351,793
============== ==============
NET EARNINGS PER SHARE -
BASIC AND DILUTED ...................$ 0.21 0.18
============== ==============
See accompanying notes to consolidated financial statements.
4
MID-ATLANTIC REALTY TRUST
Consolidated Statements of Cash Flows
(UNAUDITED)
Three Months Ended March 31,
------------------------------------
1998 1997
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Cash flows from operating activities:
Net earnings ...............................$ 3,070,003 1,351,793
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization .......... 2,118,279 1,393,993
Gain on properties ...................... (67,950) (75,173)
Minority interest in earnings, net ..... 745,342 67,273
Amortization of deferred financing costs 94,119 108,227
Changes in operating assets and liabilities:
Decrease in operating assets ......... 739,118 1,151,422
Decrease in operating liabilities ..... (537,557) (1,067,768)
Other, net .............................. 30,952 -
-------------- --------------
Total adjustments ................... 3,122,303 1,577,974
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NET CASH PROVIDED BY
OPERATING ACTIVITIES .......... 6,192,306 2,929,767
-------------- --------------
Cash flows from investing activities:
Acquisitions of and additions to properties (12,893,148) (2,445,066)
Proceeds from sales of properties ........ 128,076 934,276
Receipts from minority partners ........... - 17,607
Payments to minority partners ............. (935,224) (444,860)
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NET CASH USED IN
INVESTING ACTIVITIES ......... (13,700,296) (1,938,043)
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Cash flows from financing activities:
Proceeds from notes payable ............... 12,700,000 8,800,000
Principal payments on notes payable ....... (1,500,000) (7,700,000)
Principal payments on mortgages payable ... (7,480,409) (210,335)
Proceeds from construction loan payable ... 184,042 -
Additions to deferred financing costs ...... (4,928) (11,501)
Dividends paid ............................ (3,629,704) (1,765,153)
Other, net ................................ (26,819) (172)
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NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES ......... 242,182 (887,161)
-------------- --------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS ....................... (7,265,808) 104,563
CASH AND CASH EQUIVALENTS,
beginning of period ........................ 8,427,217 1,013,838
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CASH AND CASH EQUIVALENTS,
end of period .............................$ 1,161,409 1,118,401
============== ==============
Schedule of noncash investing and financing activities
Mortgage payable assumed in acquisition ...$ 8,299,132 -
Conversion of subordinated debentures,
net of deferred financing costs ......... 1,526,103 7,408,688
============== ==============
During the three month periods ended March 31, 1998 and 1997,
$368,671 and $24,872, respectively, in interest costs were
capitalized as construction period interest in development operations.
See accompanying notes to consolidated financial statements.
5
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements
(UNAUDITED)
ORGANIZATION
Mid-Atlantic Realty Trust was incorporated June 29, 1993 and commenced
operations effective with the completion of its initial public share
offering on September 11, 1993. Mid-Atlantic Realty Trust is the successor
to the operations of BTR Realty, Inc. and qualifies as a real estate
investment trust ("REIT") for Federal income tax purposes. As used herein,
the term "MART" or the "Company" refers to Mid-Atlantic Realty Trust, and
entities owned or controlled by MART, including MART Limited Partnership
(the "Operating Partnership").
DESCRIPTION OF BUSINESS
The Company is a fully integrated, self-administered real estate
investment trust which owns, acquires, develops, redevelops, leases and
manages primarily neighborhood or community shopping centers in the Middle
Atlantic region of the United States. The Company has an equity interest in
32 operating shopping centers, 27 of which are wholly-owned by the Company
and five in which the Company has interests ranging from 50% to 93%, as
well as other commercial properties. The Company also owns seven
undeveloped parcels of land totaling approximately 132 acres which it is
holding for development or sale.
All of MART's interests in properties are held directly or indirectly by, and
substantially all of its operations relating to the properties are conducted
through, the Operating Partnership. Subject to certain conditions, units of
partnership interest in the Operating Partnership ("Units") may be exchanged by
the limited partners for cash or at the option of MART, the obligation may be
assumed by MART and paid either in cash or in common shares of beneficial
interest in MART on a one-for-one basis. MART controls the Operating Partnership
as the sole general partner, and owns approximately 82% of the Units at March
31, 1998.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of March 31, 1998 and the
consolidated statements of operations for the Company for the three month
periods ended March 31, 1998 and March 31, 1997 and the consolidated
statements of cash flows for the periods ended March 31, 1998 and March 31,
1997, have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, the
results of operations and cash flows have been included. The results of
operations for the period ended March 31, 1998 are not necessarily
indicative of the operating results for the full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Mid-Atlantic Realty Trust 1997 Annual Report to shareholders.
FINANCIAL ACCOUNTING STANDARDS BOARD PRONOUNCEMENT
In March 1998, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on Issue 97-11 relating to the
accounting for internal staff costs associated with acquisitions of
operating properties. The consensus requires that these costs be expensed
(for transactions occurring after March 19, 1998) similar to the accounting
for such costs in business combination transactions. As the Company has
followed a practice of capitalizing certain internal staff costs relating
to acquisitions of operating properties, this consensus will result in a
change in accounting policy; however, the change is not expected to have a
material effect on net earnings.
NET EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed by dividing earnings
available to common shareholders by the weighted average number of common
shares outstanding. Diluted EPS is computed after adjusting the numerator
and denominator of the basic EPS computation for the effects of all
dilutive potential common shares outstanding during the period. The
dilutive effects of convertible securities are computed using the
"if-converted" method and the dilutive effects of options, warrants and
their equivalents (including fixed awards and nonvested shares issued under
share-based compensation plans) are computed using the "treasury stock"
method.
Continued
6
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements - Continued
(UNAUDITED)
NET EARNINGS PER SHARE - Continued
The following table sets forth information relating to the computation
of basic and diluted earnings per share:
Three Months Ended March 31,
--------------------------------
1998 1997
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Numerator:
Earnings before extraordinary loss: $ 3,102,987 1,351,793
Dividends on unvested
restricted share awards (76,667) -
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Numerator for basic earnings per share- earnings
available to common shareholders 3,026,320 1,351,793
Adjustments to dividends
on restricted share awards 3,423 -
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Numerator for diluted earnings
per share- earnings
available to common shareholders $ 3,029,743 1,351,793
============== ==============
Denominator: (1)
Denominator for basic earnings per share -weighted
average shares outstanding 14,209,337 7,422,542
Effect of dilutive securities:
Unvested portion of restricted
share awards 13,690 -
Share options 93,549 24,960
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Denominator for diluted earnings per share- adjusted
weighted average shares 14,316,576 7,447,502
============== ==============
(1) The denominator excludes the effect of securities which are
antidilutive. For purposes of this computation at March 31, 1998, the
convertible subordinated debentures, if converted, would produce an
additional 1,611,101 shares and the Units, if exchanged, would produce an
additional 3,175,770 shares and at March 31, 1997, the convertible
debentures, if converted, would produce an additional 4,297,323 shares.
CONVERTIBLE SUBORDINATED DEBENTURES
Effective September 11, 1993 the Company issued $60,000,000 of
convertible subordinated debentures at 7.625% scheduled to mature in
September 2003. Interest on the debentures is paid semi-annually on
March 15 and September 15. The debentures are convertible, unless
previously redeemed, at any time prior to maturity into common shares
of beneficial interest of the Company at $10.50 per share, subject to
certain adjustments. For the three months ended March 31, 1998,
$1,570,000 in debentures were converted to 149,516 common shares of
beneficial interest. For the three months ended March 31, 1997,
$7,661,000 in debentures were converted to 729,604 common shares of
beneficial interest. The balance of the debentures, at March 31, 1998,
of $15,932,000, convertible at $10.50 per share, if fully converted,
would produce an additional 1,517,333 shares. Costs associated with
the issuance of the debentures were approximately $813,000 at March
31, 1998 and are being amortized through 2003. The debentures are
redeemable by the Company at any time at 100% of the principal amount
thereof, together with accrued interest. The debentures are
subordinate to all mortgages payable.
SHAREHOLDERS' EQUITY
During the three months ended March 31, 1998, shareholders'
equity changed for the following items:
- - - Net earnings of $3,070,003
- - - Dividend paid of $3,629,704
- - - Common shares and additional paid-in capital increased
by $1,526,103 due to conversion of $1,570,000 in debentures
- - - Other changes, net of $123,101, primarily related to the restricted share plan
Restricted Share Plan
In 1997, the Executive Compensation Committee recommended, and
the Board of Trustees approved, a Restricted Share Plan. The Executive
Compensation Committee believes that the grant of restricted share
awards provides a long-term incentive to persons who contribute to the
growth of MART and establishes a direct link between compensation and
shareholder return. In 1997, 400,000 restricted shares were made
available for the plan and 368,333 restricted shares with a market
value of $13.38 per share were awarded under the plan. These shares
are subject to forfeiture restrictions which lapse at defined annual
rates to 2008, subject to the recipients' continued employment with
the Company. The Company recognizes the amortization of the fair value
of the shares awarded as compensation costs over the terms of the
awards. Such costs were $150,000 for the three months ended
March 31, 1998, of which $69,000 in costs were recorded as
general and administrative expenses and $81,000 in costs were
capitalized as additions to properties.
SUBSEQUENT EVENT
The Company sold its Gateway Park shopping center located in
Page, Arizona on April 27, 1998 for $4,440,000. This sale should
generate no significant gain or loss in 1998.
7
Part I. FINANCIAL INFORMATION
Item 2.
MID-ATLANTIC REALTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion compares the Company's results of
operations for the three months ended March 31, 1998, with those for
the three months ended March 31, 1997.
Comparison of three months ended March 31, 1998 to three months
ended March 31, 1997
Rental revenues increased by $3,106,000 or 45% to
$10,051,000 for the three months ended March 31, 1998 from $6,945,000
for the three months ended March 31, 1997. The portfolio acquisition
of ten properties from partnerships associated with Jack H. Pechter in
July 1997 ("JHP Acquisition") contributed an increase in rental
revenues of approximately $3,219,000 for the period. Acquisitions of
Milford Commons and Arundel Plaza in December 1997, and of Wayne
Heights Plaza in January 1998 and Wayne Avenue Plaza in February 1998
("New Acquisitions") contributed an increase in rental revenues of
approximately $525,000. The redevelopment of Lutherville Station, the
development of North East Station and other occupancy and net rental
increases contributed approximately $376,000 in rental increases. The
increases were partly offset by $1,015,000 in rental revenue decreases
attributable to the sales in March 1997 of the Union Hills shopping
center, the sale in May 1997 of the Plaza Del Rio shopping center,
and the sale in September 1997 of the Gateway International Office
project.
Tenant recovery revenues increased by $459,000 to $1,661,000 from
$1,202,000. The increased tenant recoveries were primarily due to the
JHP Acquisition and the New Acquisitions offset partly by decreases
related to the sales of properties referred to above.
Other revenues increased by $54,000 to $112,000 from $58,000
primarily due to interest income from higher short term investment
balances.
As a result of the above changes total revenues increased by
$3,619,000 to $11,824,000 from $8,205,000.
Interest expense increased by $60,000 to $2,836,000 from
$2,776,000 primarily due to increases related to debt assumed for the
JHP Acquisition and New Acquisitions of $1,200,000 partly offset by
decreases related to the conversion of debentures, $556,000, and the
paydowns of mortgages and notes payable, $564,000.
Depreciation and amortization increased by $724,000 to $2,118,000
from $1,394,000 primarily due to depreciation related to the JHP
Acquisition properties.
Operating expenses increased by $263,000 to $2,381,000 from
$2,118,000 primarily due to operations of the JHP Acquisition and the
New Acquisitions properties, partly offset by reduced operating
expenses related to the sales of properties referred to above.
General and administrative expenses increased by $128,000 to
$701,000 from $573,000 due primarily to increased compensation
expenses.
Minority interest expense increased by $686,000 to $753,000 from
$67,000 due primarily to the addition of minority limited partnership
interests in connection with the JHP Acquisition.
For the three months ended March 31, 1998, earnings from
operations increased by $1,758,000 to $3,035,000 from $1,277,000. MART
also recognized a gain on properties of $68,000 and an extraordinary
loss on the early extinguishment of debt of $33,000. The gain on
properties and extraordinary item, when combined with earnings from
operations, resulted in net earnings of $3,070,000 for the period. For
the three months ended March 31, 1997, MART recognized a gain on
properties of $75,000. The gain on properties, when combined with
earnings from operations, resulted in net earnings of $1,352,000 for
the period.
Cash Flow Comparison
The following discussion compares the statement of cash flows
information for 1998 with the information for 1997.
Net cash flow provided by operating activities was $6,192,000 and
$2,930,000 in the three months ended March 31, 1998 and 1997,
respectively. The changes in cash provided by operating activities
were due primarily to the factors discussed above in the comparisons
of operating results. The level of net cash provided by operating
activities is also affected by the timing of receipt of revenues and
the payment of operating and interest expenses.
Net cash flow used in investing activities increased by
$11,762,000, to $13,700,000 in 1998 from $1,938,000 in 1997. The
increase was primarily a result of the levels of acquisitions and
additions to properties in 1998 (primarily due to the Wayne Heights
Plaza and Wayne Avenue Plaza acquisitions) and a decrease in proceeds
from sales of properties.
Net cash flow from financing activities increased by $1,129,000,
to net cash flow provided by financing activities of $242,000 in 1998
from net cash flow used in financing activities of $887,000 in 1997.
The increase was primarily a result of an increase in net borrowings
of $2,938,000 due to higher levels of development and acquisition
costs. The increased net borrowings were partly offset by an increase
in dividends paid of $1,865,000.
8
Part I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures about
Market Risk - Not Applicable
Part II. OTHER INFORMATION
Item 1. Legal Proceedings - In the ordinary course of
business, the Company is involved in legal proceedings.
However, there are no material legal proceedings pending
against the Company.
Item 2. Changes of Securities and Use of Proceeds - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders -
The Annual Meeting of Shareholders is to be held
on May 15, 1998. At this time, matters which appeared
on the April 2, 1998 proxy statement will be submitted for approval.
Item 5. Other Information -
Summary Financial Data
The following sets forth summary financial data which has been
prepared by the Company without audit. Management believes the
following data should be used as a supplement to the historical
statements of operations. The data should be read in conjunction with
the historical financial statements and the notes thereto for MART.
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MID-ATLANTIC REALTY TRUST
Summary Financial Data
(In thousands, except per share data)
Three months
ended March 31,
--------------------------------
1998 1997
Revenues ..................................$ 11,824 8,205
============== ==============
Net earnings ..............................$ 3,070 1,352
============== ==============
Net earnings per share
- basic and diluted ....................$ 0.21 0.18
============== ==============
OTHER FINANCIAL DATA:
------------------------------------
FFO - diluted (1) .........................$ 6,145 3,554
============== ==============
Weighted average number of shares
outstanding - FFO diluted ............... 19,103 11,745
SELECTED CASH FLOW DATA:
-----------------------------------------------------
Net cash flow provided by operating
activities .............................$ 6,192 2,930
Net cash flow used in investing activities . (13,700) (1,938)
Net cash flow provided by (used in)
financing activities .................... 242 (887)
============== ==============
RECONCILIATION OF NET EARNINGS TO FFO - DILUTED
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Net earnings ..............................$ 3,070 1,352
Depreciation and amortization
on real estate assets ........... 2,118 1,394
Gains on properties ................. (68) (75)
Extraordinary loss .................. 33 -
Operating Partnership minority
interest expense ................. 665 -
Convertible debenture interest expense 327 883
-------------- --------------
FFO - diluted .............................$ 6,145 3,554
============== ==============
(1) Funds from operations as defined by the National Association
of Real Estate Investment Trusts, Inc. (NAREIT) -Funds from
operations means net income (computed in accordance with generally
accepted accounting principles), excluding cumulative effects of
change in accounting principles, extraordinary or unusual items,
and gains or losses from debt restructuring and sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. FFO does not represent cash
flows from operations as defined by generally accepted accounting
principles (GAAP). FFO is not indicative that cash flows are
adequate to fund all cash needs and is not to be considered as an
alternative to net income as defined by GAAP. The presentation of FFO
is not normally included in financial statements prepared
in accordance with GAAP.
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Item 6. Exhibits and Reports on Form 8-K - None
Exhibit No. 27 - Financial Data Schedule
Filed thru EDGAR
9
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
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.
MID-ATLANTIC REALTY TRUST AND
SUBSIDIARIES
(Registrant)
Date: 5/04/98 By: /s/ F. Patrick Hughes
----------------- -----------------------------------
F. Patrick Hughes
President
Principal Executive Officer
Date: 5/04/98 By: /s/ Paul G. Bollinger
----------------- ----------------------------------
Paul G. Bollinger
Vice President, Finance
Principal Financial Officer
10