FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 2004
-------------------------------------------------
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 0-27562
---------------------------------------------------------
ATLANTIC REALTY TRUST
----------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 13-3849655
- ---------------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer-
incorporation Identification No.)
or organization)
747 THIRD AVENUE, NEW YORK, NEW YORK 10017
------------------------------------------
(Address of principal executive offices)
(Zip Code)
212-702-8561
-------------------------------------------
(Registrant's telephone number, including area code)
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 the past 90 days.
Yes X No
----------- ----------
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes No X
----------- ----------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
The number of shares of beneficial interest, par value $.01 per share,
outstanding on May 7, 2004 was 3,561,553.
I N D E X
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS HISTORICAL INFORMATION AND
FORWARD-LOOKING STATEMENTS. STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS FORM 10-Q PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THEY INVOLVE KNOWN AND UNKNOWN RISKS
AND UNCERTAINTIES THAT MAY CAUSE THE TRUST'S ACTUAL RESULTS IN FUTURE PERIODS TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE PERFORMANCE SUGGESTED HEREIN. IN THE
CONTEXT OF FORWARD-LOOKING INFORMATION PROVIDED IN THIS FORM 10-Q AND IN OTHER
REPORTS, PLEASE REFER TO THE DISCUSSION OF RISK FACTORS DETAILED IN, AS WELL AS
THE OTHER INFORMATION CONTAINED IN, THE TRUST'S FORM 10 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 1996 AS WELL AS THE TRUST'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION DURING THE PAST 12 MONTHS.
PAGE NO.
PART I. - FINANCIAL INFORMATION.........................................................................3
Item 1. Financial Statements.........................................................................3
Item 2. Management's Discussion and Analysis of Financial Condition and Liquidation
Activities...................................................................................9
Item 3. Quantitative and Qualitative Disclosure About Market Risk....................................9
Item 4. Controls and Procedures.....................................................................10
PART II. - OTHER INFORMATION...........................................................................10
Item 1. Legal Proceedings...........................................................................10
Item 2. Changes in Securities and Use of Proceeds...................................................10
Item 3. Defaults Upon Senior Securities.............................................................10
Item 4. Submission of Matters to a Vote of Security Holders.........................................10
Item 5. Other Information...........................................................................10
Item 6. Exhibits and Reports on Form 8-K............................................................10
Signatures..........................................................................................11
2
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ATLANTIC REALTY TRUST AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(Liquidation Basis of Accounting)
MARCH 31, 2004 DECEMBER 31, 2003
-------------- -----------------
(unaudited)
ASSETS
Investment in Real Estate............................ $ 56,929,900 $ 44,144,250
Cash and Short-Term Investments...................... 22,163,216 23,198,093
Other Assets......................................... 224,700 265,100
------------- -------------
Total Assets......................................... 79,317,816 67,607,443
------------- -------------
LIABILITIES
Estimated Costs of Liquidation....................... 10,466,719 12,547,752
------------- -------------
NET ASSETS IN LIQUIDATION............................ $ 68,851,097 $ 55,059,691
============= ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
ATLANTIC REALTY TRUST AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(Liquidation Basis of Accounting)
(UNAUDITED)
For the Period For the Period
January 1, 2004 January 1, 2003
to MARCH 31, 2004 to MARCH 31, 2003
----------------- -----------------
Net Assets in Liquidation
Beginning of Period.................................. $ 55,059,691 $ 61,905,566
Adjustments to Reflect
Liquidation Basis of Accounting...................... 13,791,406 2,008,283
------------- -------------
Net Assets in Liquidation End of Period................. $ 68,851,097 $ 63,913,849
============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
ATLANTIC REALTY TRUST AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Atlantic Realty Trust, a Maryland real estate investment trust (the
"Trust"), was formed on July 27, 1995 for the purpose of liquidating its
interests in real properties, its mortgage loan portfolio and certain other
assets and liabilities which were transferred to the Trust from Ramco-Gershenson
Properties Trust (formerly named RPS Realty Trust) ("RPS") on May 10, 1996 (the
"Spin-Off Transaction"). The Trust adopted the liquidation basis of accounting
as of the date of the Spin-Off Transaction based on its originally stated
intention to liquidate its assets or merge or combine operations with another
real estate entity within eighteen months from the date of the Spin-Off
Transaction. The Trust intends to conduct its operations with the intent of
meeting the requirements applicable to a real estate investment trust ("REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
(the "Code"). As a result, the Trust will have no current or deferred income tax
liabilities.
In the opinion of management, the accompanying consolidated financial
statements, which have not been audited, include all adjustments necessary to
present fairly the results for the interim periods. Such adjustments consist
only of normal recurring accruals.
The consolidated financial statements should be read in conjunction with
the annual financial statements and notes thereto included in the Trust's annual
report on form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 2003. The results of interim periods may not be
indicative of the results for the entire year.
LIQUIDATION BASIS OF ACCOUNTING
As a result of the Spin-Off Transaction, the Trust has adopted the
liquidation basis of accounting. The liquidation basis of accounting is
appropriate when liquidation appears imminent and the Trust is no longer viewed
as a going concern. Under this method of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at the anticipated
settlement amounts.
The valuations presented in the accompanying Consolidated Statements of
Net Assets in Liquidation represent the estimates at the dates shown, based on
current facts and circumstances, of the estimated net realizable value of the
assets and estimated costs of liquidating the Trust. In determining the net
realizable values of the assets, the Trust considered each asset's ability to
generate future cash flows, offers to purchase received from third parties, if
any, and other general market information. Such information was considered in
conjunction with operating the Trust's plan for disposition of assets. The
estimated costs of liquidation represent the estimated costs of operating the
Trust through its anticipated termination. These costs primarily include
payroll, consulting and related costs, rent, shareholder relations, legal and
auditing. Changes in these costs during the periods presented are reflected in
the adjustments to reflect the liquidation basis of accounting. Computations of
net realizable value necessitate the use of certain assumptions and estimates.
Future events, including economic conditions that relate to real estate markets
in general, may differ from those assumed or estimated at the time such
computations are made. Because of the inherent uncertainty of valuation when an
entity is in liquidation, the amounts ultimately realized from assets disposed
and costs incurred to settle liabilities may materially differ from amounts
presented.
5
Pursuant to the terms of the Trust's Amended and Restated Declaration of
Trust, the Trust was to continue for a period of 18 months from the date of the
Spin-Off Transaction, subject to, among certain other things, satisfactory
resolution of the RPS Tax Issues (as such term is defined in footnote 5 below).
Because the RPS Tax Issues have not yet been satisfactorily resolved, the Trust
has continued its business past that date. The Trust cannot currently estimate
the timing of the future satisfactory resolution of the RPS Tax Issues.
Accordingly, the Trust will continue until there is a final determination of
these issues.
CONSOLIDATION
The consolidated financial statements include the accounts of the Trust
and its subsidiary. All significant intercompany accounts and transactions have
been eliminated in consolidation.
2. INVESTMENT IN REAL ESTATE:
ESTIMATED NET REALIZED VALUE (A)(C)
PROPERTY LOCATION MARCH 31, 2004 DECEMBER 31, 2003
- -------- -------- --------------- -----------------
Hylan Shopping Center Staten Island, NY $56,929,900 (b) $44,144,250
- ---------------
(a) Includes estimated cash flows using a disposition period of 9 months.
Realized value may differ depending on actual disposition results and
time period.
(b) Based on a valuation report dated April 30, 2004, prepared by an
independent real estate consulting firm.
(c) The operations of the Trust and the Hylan Shopping Center for the
quarters ended March 31, 2004 and March 31, 2003 are as follows:
Quarter Ended Quarter Ended
MARCH 31, 2004 MARCH 31, 2003
-------------- --------------
Rental Income.................................................. $ 1,165,636 $ 1,091,900
Expense Reimbursements......................................... 588,375 692,506
Interest from Short-Term Investments .......................... 52,897 63,841
Other.......................................................... 578 820
------------- -------------
1,807,486 1,849,067
------------- -------------
Operating Property Expenses.................................... 768,165 748,740
Depreciation................................................... 86,016 86,585
General and Administrative..................................... 547,160 487,325
------------- -------------
1,401,341 1,322,650
------------- -------------
Net Income..................................................... $ 406,145 $ 526,417
============ ============
6
3. SHARES OUTSTANDING:
The weighted average number of shares of beneficial interest outstanding
for the periods ending March 31, 2004 and 2003 was 3,561,553.
4. CASH AND SHORT-TERM INVESTMENTS:
Cash and short-term investments at March 31, 2004 consist primarily of a
certificate of deposit at a major New York bank of $21,400,000, purchased with
an original maturity of three months or less, bearing interest at a fixed rate
of 1.05%.
5. INCOME TAXES:
During the third quarter of 1994, RPS held more than 25% of the value of
its gross assets in overnight Treasury Bill reverse repurchase transactions
which the IRS may view as non-qualifying assets for the purposes of satisfying
an asset qualification test applicable to REITs, based on a Revenue Ruling
published in 1977 (the "Asset Issue"). RPS requested that the IRS enter into a
closing agreement with RPS that the Asset Issue would not impact RPS' status as
a REIT. The IRS declined such request. In February 1995, the IRS initiated an
examination of the 1991-1995 income tax returns of RPS (the "RPS Audit" and,
together with the Asset Issue, the "RPS Tax Issues"). Based on developments in
the law which occurred since 1977, RPS' tax counsel at that time, Battle Fowler
LLP, rendered an opinion that RPS' investment in Treasury Bill repurchase
obligations would not adversely affect its REIT status. However, such opinion is
not binding upon the IRS.
In connection with the Spin-Off Transaction, the Trust assumed all tax
liability arising out of the RPS Tax Issues (other than liability that relates
to events occurring or actions taken by RPS following the date of the Spin-Off
Transaction) pursuant to a tax agreement, dated May 10, 1996, by and between RPS
and the Trust (the "Tax Agreement"). Such agreement provides that RPS (now named
Ramco-Gershenson Properties Trust), under the direction of four trustees, three
of whom are also trustees of the Trust (the "Continuing Trustees") and not the
Trust, will control, conduct and effect the settlement of any tax claims against
RPS relating to the RPS Tax Issues. Accordingly, the Trust did not have any
control as to the timing of the resolution or disposition of any such claims.
In December 2003, Ramco-Gershenson Properties Trust and the Internal
Revenue Service entered into a Closing Agreement with respect to all of the
issues raised by the Internal Revenue Service in connection with RPS Audit. As a
condition of the Closing Agreement, Ramco-Gershenson Properties Trust was
obligated to pay deficiency dividends (under Code Sec. 860) with respect to its
1992 and 1993 taxable year in amounts not less than $1,386,503 with respect to
the 1992 taxable year and $809,010 with respect to the 1993 taxable year. In
addition, Ramco-Gershenson Properties Trust is obligated to pay a deficiency in
its income taxes with respect to the period covered by the RPS Audit equal to
$770,258, plus interest calculated at the statutory rate on the amount of the
deficiency and the amount of the deficiency dividends. The aggregate amount of
the deficiency dividends, income tax deficiency and interest on these amounts is
approximately $7,400,000, and because the Trust is required by the Tax Agreement
to reimburse Ramco-Gershenson Properties Trust for these items, they are
included in the estimated cost of liquidation as of December 31, 2003. Although
the Closing Agreement provides that the election of Ramco-Gershenson Properties
Trust to be taxed as a "real estate investment trust" was terminated with
respect to its 1994 and 1995 taxable years, it also provides that
Ramco-Gershenson Properties Trust will be treated as having reelected to be
taxed as a "real estate investment trust" with respect to its taxable year
beginning January 1, 1996 and that the termination of its election to be taxed
as a "real estate
7
investment trust" will not prohibit it or any successor entity (which includes
the Trust) from electing to be taxed as a "real estate investment trust" on or
after January 1, 1996.
The Trust remains obligated under the Tax Agreement to assume certain
liabilities relating to the RPS Tax Issues. The Trust established a special
committee (the "Special Committee regarding RPS Tax Issues") comprised of the
two Trustees who are not Continuing Trustees or otherwise affiliated with
Ramco-Gershenson Properties Trust to act on behalf of the Trust in evaluating
the position of the Trust with respect to the RPS Tax Issues and to represent
the Trust with respect to any claims asserted by Ramco-Gershenson Properties
Trust for contribution arising out of the Closing Agreement. On January 21,
2004, the Trust contributed $2,200,091 in respect of the deficiency dividend
required to be paid pursuant to the Closing Agreement. The Trust will be
obligated to make additional payments with respect to the RPS Tax Issues and the
Closing Agreement as a result of its obligations under the Tax Agreement. In the
event the Trust is presented with further requests or claims for payment or
reimbursement arising in connection with the RPS Tax Issues and the Closing
Agreement, the Special Committee regarding RPS Tax Issues will evaluate the
Trust's further obligations at the time of its receipt of any such claim or
request.
On February 21, 2003, the IRS issued an examination report to the Trust
with respect to the 1996 and 1997 taxable years of the Trust. This examination
report proposes to disallow all of the loss deductions claimed by the Trust upon
the disposition of Trust Assets during that period. In addition, the examination
report proposes to increase the REIT taxable income of the Trust during 1996 and
1997 on account of two items reported on the Trust's tax returns for which the
Trust did not claim any taxable loss or deduction. Counsel to the Trust has
advised that the examination report contains numerous errors of fact with
respect to the operations of the Trust and that the legal conclusions in the
examination report are not consistent with the applicable provisions of the Code
and the income tax regulations. The Trust timely filed an administrative appeals
(the "Trust Protest") challenging the adjustments proposed in the examination
report.
Apart from transferring the responsibility of the Trust's appeal of the
examination report to the IRS appeals office having jurisdiction for this case,
no action has yet been taken by the IRS with respect to the Trust's Protest to
the disallowances proposed in the examination report issued to the Trust. The
outcome of the Trust Protest is uncertain and the impact of the resolution could
be material to the financial statements.
6. OTHER ASSETS:
Other assets include the estimated interest income from the Trust's
short-term investments.
7. SUBSEQUENT EVENTS
On April 19, 2004, First Union Real Estate Equity and Mortgage
Investments, an Ohio business trust ("First Union"), and Michael L. Ashner, the
Chief Executive Officer of First Union (together with First Union, the "First
Union Group"), filed an amendment to the Statement of Beneficial Ownership on
Schedule 13D, initially filed on January 12, 2004 (the "First Union 13D"),
pursuant to which the First Union Group reported, among other things, that it
had amended its proposal to the Trust to merge the Trust with and into First
Union or one of its subsidiaries (the "Amended First Union Proposal"), which
such proposal shall expire on May 7, 2004. The Amended First Union Proposal
contemplates that each share of beneficial interest in the Trust (the "Trust
Shares") would receive aggregate consideration of $19.25 per Trust Share to be
paid in cash and/or shares of First Union's Series A cumulative convertible
redeemable preferred shares of beneficial interest at a rate of 0.8 First Union
Preferred Shares per Trust Share. The details of the offer are more fully set
forth in the First Union 13D. On May 5, 2004, a Special Committee of the Board
of Trustees of the Trust, formed to consider, among other things, any
acquisition proposals for all of the Trust Shares or all or substantially all of
the Trust's assets,
8
issued a press release announcing that it had unanimously rejected the proposal
by First Union Real Estate Equity and Mortgage Investments, as amended, to
acquire the Trust. The Special Committee indicated that it intended to proceed
with the Trust's planned solicitation of offers for the Hylan Shopping Center,
its sole real estate asset, located in Staten Island, New York, as the means by
which shareholder value can be maximized.
On April 26, 2004 the Board of Trustees of the Trust declared a return
of capital distribution to shareholders of record as of May 10, 2004. Such
distribution will be payable at the rate of $3.25 per share on May 19, 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
LIQUIDATION ACTIVITIES.
CAPITAL RESOURCES AND LIQUIDITY
At March 31, 2004, the Trust owned one retail property (Hylan Plaza
Shopping Center, located in Staten Island, New York) as well as cash and certain
other assets. The Trust does not intend to make new loans or actively engage in
either the mortgage lending or the property acquisition business.
The Trust's primary objective has been to liquidate its assets in an
eighteen-month period from the date of the Spin-Off Transaction while realizing
the maximum values for such assets; however because the RPS Tax Issues have not
been satisfactorily resolved, the Trust has continued its business beyond such
period. Although the Trust considers its assumptions and estimates as to the
values and timing of such liquidations to be reasonable, the period of time to
liquidate the assets and distribute the proceeds of such assets is subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Trust's control. There can be no assurance that the
net values ultimately realized and costs actually incurred for such assets will
not materially differ from the Trust's estimates.
The Trust believes that cash and cash equivalents on hand, proceeds
generated by the real estate property that it owns and operates and proceeds
from the eventual sale of such property will be sufficient to support the Trust
and meet its obligations. As of March 31, 2004, the Trust had approximately
$22,163,000 in cash and short-term investments.
INFLATION
Inflation has been consistently low during the periods presented in the
consolidated financial statements and, as a result, has not had a significant
effect on the operations on the Trust or its investment.
RESULTS OF OPERATIONS
As a result of the Trust adopting the liquidation basis of accounting in
accordance with accounting principles generally accepted in the United States of
America as of May 10, 1996 and thus not reporting results of operations
thereafter, there is no management discussion comparing the corresponding
periods.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not Applicable.
9
ITEM 4. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this quarterly report on
Form 10-Q, the Company carried out an evaluation, under the supervision of and
with the participation of the Company's management, including the Company's
President and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14(c) under the Securities Exchange Act of 1934. Based
upon that evaluation, the President and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective. There were no
significant changes made in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
(a) Pursuant to the terms of the Trust's Amended and Restated Declaration of
Trust, the Trust was to continue for a period of 18 months from the date
of the Spin-Off Transaction (which 18-month period ended on November 10,
1997), subject to, among certain other things, satisfactory resolution
of the RPS Tax Issues. Because the RPS Tax Issues have not yet been
satisfactorily resolved, the Trust has continued its business past that
date. The Trust cannot currently estimate the timing of the future
satisfactory resolution of the RPS Tax Issues. Accordingly, the Trust
will continue until there is a final determination of these issues.
(b) None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
10
The registrant filed two reports on Form 8-K during the three-month
period ended March 31, 2004.
On January 28, 2004, , registrant filed a Form 8-K reporting that on
January 12, 2004, First Union Real Estate Equity and Mortgage
Investments and Michael L. Ashner had made a proposal to the registrant
to merge the registrant with and into First Union Real Estate Equity and
Mortgage Investments or one of its subsidiaries.
On February 6, 2004, registrant filed a Form 8-K reporting that on
January 27, 2004, the registrant on the one hand and High Rise Capital
Management, L.P., High Rise Capital Advisors, L.L.C., Bridge Realty
Advisors, L.L.C., Zankel Management GP, L.L.C., Cedar Bridge Realty
Fund, L.P., Cedar Bridge Institutional Fund, L.P., Arthur Zankel and
David O'Connor, on the other hand entered into a Standstill Agreement, a
copy of which was attached to the such Form 8-K.
11
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.
ATLANTIC REALTY TRUST
(Registrant)
Date: May 11, 2004 /s/Joel M. Pashcow
----------------------------------------
Name: Joel M. Pashcow
Title: Chairman, Chief Executive Officer
and President
(Principal Executive Officer)
/s/Edwin R. Frankel
Date: May 11, 2004 ----------------------------------------
Name: Edwin R. Frankel
Title: Executive Vice President,
Chief Financial Officer
and Secretary
(Principal Financial and
Accounting Officer)
12
CERTIFICATION BY JOEL M. PASHCOW PURSUANT TO
SECURITIES EXCHANGE ACT RULE 13a-14
I, Joel M. Pashcow, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Atlantic Realty Trust;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure control and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this quarterly report based on such evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting.
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
d) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which could adversely
affect the registrant's ability to record, process, summarize and report
financial information; and
13
e) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: May 11, 2004
/s/Joel M. Pashcow
--------------------------------------------
Name: Joel M. Pashcow
Title: Chairman, Chief Executive Officer
and President
(Principal Executive Officer)
14
CERTIFICATION BY EDWIN R. FRANKEL PURSUANT TO
SECURITIES EXCHANGE ACT RULE 13a-14
I, Edwin R. Frankel, certify that:
6. I have reviewed this quarterly report on Form 10-Q of Atlantic Realty Trust;
7. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
8. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
9. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure control and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
f) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
g) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this quarterly report based on such evaluation; and
h) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting.
10. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
i) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which could adversely
affect the registrant's ability to record, process, summarize and report
financial information; and
15
j) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: May 11, 2004
/s/Edwin R. Frankel
----------------------------------------
Name: Edwin R. Frankel
Title: Executive Vice President,
Chief Financial Officer
and Secretary
(Principal Financing and
Accounting Officer)
16
Exhibit 99.1
To Atlantic Realty Trust
Report of Form 10-Q
March 31, 2004
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Chairman and President of Atlantic Realty Trust (the
"Company"), hereby certifies, to the best of my knowledge, that the Form 10-Q of
the Company for the quarter ended March 31, 2004 (the "Periodic Report")
accompanying this certification fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78(d))
and that the information contained in the Periodic Report fairly represents, in
all material respects, the financial condition and results of operations of the
Company. The foregoing certification is incorporated solely for purposes of
complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is
not intended to be used for any other purpose.
Date: May 11, 2004
/s/ Joel M. Pashcow
-------------------------------------
Name: Joel M. Pashcow
Title: Chairman and President
(Principal Executive Officer)
17
Exhibit 99.2
To Atlantic Realty Trust
Report of Form 10-Q
March 31, 2004
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Executive Vice President, Chief Financial Officer and Secretary
of Atlantic Realty Trust (the "Company"), hereby certifies, to the best of my
knowledge, that the Form 10-Q of the Company for the quarter ended March 31,
2004 (the "Periodic Report") accompanying this certification fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (15 U.S.C. 78m or 78(d)) and that the information contained in the Periodic
Report fairly represents, in all material respects, the financial condition and
results of operations of the Company. The foregoing certification is
incorporated solely for purposes of complying with the provisions of Section 906
of the Sarbanes-Oxley Act and is not intended to be used for any other purpose.
Date: May 11, 2004
/s/ Edwin R. Frankel
----------------------------------------
Name: Edwin R. Frankel
Title: Executive Vice President,
Chief Financial Officer
and Secretary
(Principal Financing and
Accounting Officer)
18