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 [Fee Required]
For the quarterly period ended March 31, 1999
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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
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(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
- - -------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 West Ridgely Road, Suite 300 - Lutherville, Maryland 21093
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (410) 684-2000
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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 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.
X Yes No
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14,307,517 Common Shares were outstanding as of April 23, 1999.
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 ANAYLSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Consolidated Balance Sheets
As of ,
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March 31, 1999 December 31, 1998
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(UNAUDITED)
ASSETS
- - -------------------------
Properties:
Operating properties $ 367,258,620 347,921,101
Less accumulated depreciation and amortization 52,837,256 50,540,094
--------------------------------------------------
314,421,364 297,381,007
Development operations 2,767,995 11,281,252
Property held for development or sale 5,422,705 5,422,705
--------------------------------------------------
322,612,064 314,084,964
Cash and cash equivalents 1,206,982 611,107
Notes and accounts receivable - tenants and other 1,124,151 1,504,951
Prepaid expenses and deposits 2,085,391 2,381,137
Deferred financing costs 1,501,379 1,158,606
--------------------------------------------------
$ 328,529,967 319,740,765
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--------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- - ------------------------------------
Liabilities:
Accounts payable and accrued expenses $ 6,136,029 6,306,471
Notes payable 27,000,000 18,400,000
Construction loan payable 9,000,000 9,000,000
Mortgages payable 126,875,550 125,401,850
Convertible subordinated debentures 13,931,000 13,931,000
Deferred income 683,539 743,284
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183,626,118 173,782,605
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Minority interest in consolidated joint ventures 42,747,751 41,467,101
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Shareholder's equity:
Preferred shares of beneficial interest, $.01 par value,
authorized 2,000,000 shares, issued and outstanding, none - -
Common shares of beneficial interest, $.01 par value,
Authorized 100,000,000 shares , issued and outstanding
14,316,817 and 14,495,045 shares, respectively 143,168 144,950
Additional paid-in capital 129,602,271 131,368,001
Distributions in excess of accumulated earnings (27,589,341) (27,021,892)
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102,156,098 104,491,059
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$ 328,529,967 319,740,765
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See accompanying notes to consolidated financial statements.
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Consolidated Statements of Operations
(UNAUDITED)
Three Months Ended
March 31,
---------------------------------------
1999 1998
---------------------------------------
REVENUES:
Rentals $ 10,915,078 10,051,087
Tenant Recoveries 2,050,644 1,661,106
Other 56,028 112,202
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13,021,750 11,824,395
---------------------------------------
EXPENSES:
Interest 3,232,593 2,835,651
Depreciation and amortization
of property and improvements 2,295,418 2,118,279
Operating 2,820,466 2,381,620
General and administrative 699,062 701,117
---------------------------------------
9,047,539 8,036,667
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EARNINGS FROM OPERATIONS
BEFORE MINORITY INTEREST 3,974,211 3,787,728
Minority Interest (799,242) (752,691)
---------------------------------------
EARNINGS FROM OPERATIONS 3,174,969 3,035,037
Gain on properties - 67,950
---------------------------------------
EARNINGS BEFORE EXTRAORDINARY LOSS 3,174,969 3,102,987
Extraordinary loss from early
extinguishment of debt - (32,984)
---------------------------------------
NET EARNINGS $ 3,174,969 3,070,003
---------------------------------------
---------------------------------------
NET EARNINGS PER SHARE - BASIC AND DILUTED:
Earnings before extraordinary loss $ 0.22 0.21
Extraordinary loss on early extinguishment of debt - -
---------------------------------------
Net earnings $ 0.22 0.21
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---------------------------------------
See accompanying notes to consolidated financial statements.
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(UNAUDITED)
Three Months Ended March 31,
------------------------------------------------
1999 1998
------------------------------------------------
Cash flows from operating activities:
Net earnings $ 3,174,969 3,070,003
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,295,418 2,118,279
Minority interest in earnings, net 799,242 745,342
Amortization of deferred financing costs 54,107 94,119
Gain on properties - (67,950)
Changes in operating assets and liabilities:
Decrease in operating assets 676,546 739,118
Decrease in operating liabilities (230,187) (537,557)
Other, net 80,692 30,952
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Total adjustments 3,677,561 3,122,303
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NET CASH PROVIDED BY OPERATING ACTIVITIES 6,852,530 6,192,306
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Cash flows from investing activities:
Acquisitions of and additions to properties (9,410,284) (12,816,641)
Proceeds from sales of properties - 128,076
Payments to minority partners (898,500) (935,224)
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NET CASH USED IN INVESTING ACTIVITIES (10,310,527) (13,623,789)
------------------------------------------------
Cash flows from financing activities:
Proceeds from notes payable 17,000,000 12,700,000
Principal payments on notes payable (8,400,000) (1,500,000)
Proceeds from mortgages payable 11,600,000 -
Principal payments on mortgages payable (10,126,300) (7,556,916)
Proceeds from construction loans payable - 184,042
Additions to deferred financing costs (379,054) (4,928)
Shares repurchased (1,898,356) -
Dividends paid (3,742,418) (3,629,704)
Other, net - (26,819)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 4,053,872 165,675
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 595,875 (7,265,808)
CASH AND CASH EQUIVALENTS, beginning of period 611,107 8,427,217
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CASH AND CASH EQUIVALENTS, end of period $ 1,206,982 1,161,409
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- - ---------------------------------------------------------
Schedule of noncash investing and financing activities
- - ---------------------------------------------------------
Conversion of subordinated debentures,
net of deferred financing costs $ - 1,526,103
Mortgages payable assumed - 8,299,132
Operating Partnership Units issued 1,379,908 -
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See accompanying notes to consolidated financial statements.
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 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 33 operating shopping centers, 27 of
which are wholly owned by the Company and six in which the Company has ownership
interests ranging from 50% to 93%, as well as other commercial properties. The
Company also owns seven undeveloped parcels of land totaling approximately 147
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, 1999.
Consolidated Financial Statements
The consolidated balance sheet as of March 31, 1999 and the consolidated
statements of operations and cash flows for the Company for the three month
periods ended March 31, 1999 and March 31, 1998, 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, results of operations and cash flows have been included. The
results of operations for the period ended March 31, 1999 are not necessarily
indicative of the operating results for the full year.
Segment Information
The segments' operating results are measured and assessed based on a performance
measure known as Funds From Operations ("FFO"), determined on a fully diluted
basis (i.e., assuming conversion to common stock of all convertible securities).
FFO is defined as net earnings (computed in accordance with generally accepted
accounting principles), excluding cumulative effects of changes in accounting
principles, extraordinary or unusual items and gains or losses from debt
restructurings and sales of properties, plus depreciation and amortization, and
after adjustments for minority interests and to record unconsolidated
partnerships and joint ventures on the same basis. FFO is not a measure of
operating results or cash flows from operating activities as measured by
generally accepted accounting principles, is not necessarily indicative of cash
available to fund cash needs and should not be considered an alternative to cash
flows as a measure of liquidity.
Operating results for the segments are summarized as follows:
Three months ended March 31,
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1999 1998
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Shopping All Shopping All
Centers Other Total Centers Other Total
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Revenues $ 12,508,074 513,676 13,021,750 11,300,417 523,978 11,824,395
Expenses, exclusive
of depreciation and
amortization of
property and
improvements 6,281,548 187,232 6,468,780 5,415,940 175,392 5,591,332
Minority interest 90,784 (279) 90,505 83,345 5,064 88,409
-------------------------------------------------------------------------------------------------
FFO- diluted $ 6,135,742 326,723 6,462,465 5,801,132 343,522 6,144,654
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MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements - Continued
(UNAUDITED)
Interest expense on subordinated debentures and minority interest in
earnings of the Operating Partnership are not considered in the calculation of
FFO-diluted.
A reconciliation of FFO - diluted reported above to earnings from
operations in the financial statements is summarized as follows:
Three months ended March 31,
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1999 1998
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FFO- diluted reported above $ 6,462,465 6,144,654
Depreciation and
amortization of property
and improvements 2,295,418 2,118,279
Convertible debenture
interest expense 283,341 327,056
Operating Partnership
minority interest expense 708,737 664,282
Earnings from operations
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in financial statements $ 3,174,969 3,035,037
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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.
The following table sets forth information relating to the computation of
basic and diluted earnings per share.
Three Months Ended March 31,
1999 1998
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Numerator:
Earnings before extraordinary loss $ 3,174,969 3,102,987
Dividends on unvested restricted share awards (72,032) (76,667)
----------------------------------
Numerator for basic earnings per share--earnings available to common
shareholders 3,102,937 3,026,320
Adjustment to dividends on restricted share awards - 3,423
Interest on subordinated debentures 283,341 -
----------------------------------
----------------------------------
Numerator for diluted earnings per share--earnings available to common
shareholders 3,386,278 3,029,743
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----------------------------------
Denominator:
Denominator for basic earnings per share--weighted average shares outstanding 14,135,807 14,209,337
Effect of dilutive securities:
Subordinated debentures 1,326,762 -
Unvested portion of restricted share awards and share options 13,384 107,239
--------------------------------------
Denominator for diluted earnings per share--adjusted weighted average shares 15,475,953 14,316,576
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--------------------------------------
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. During the three months ended March 31,
1998, $1,570,000 in debentures were converted to 149,516 common shares of
beneficial interest. The balance of the debentures, at March 31, 1999, of
$13,931,000, if fully converted, would produce an additional 1,326,762 shares.
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.
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements - Continued
(UNAUDITED)
Shareholders' Equity
During the three months ended March 31, 1999, shareholders' equity changed for
the following items: o Net earnings of $3,174,969 o Dividends paid of $3,742,418
o Common shares and additional paid-in capital decreased by $1,767,512 primarily
due to stock repurchases.
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 and analysis of operating results covers each of the
Company's two business segments for the quarters ended March 31, 1999 and 1998.
Management believes that a segment analysis provides the most effective
means of understanding the business. The Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" in 1998. As required by the Statement, segment data are
reported using the accounting policies followed by the Company for internal
reporting to management. These policies are the same as those used for external
reporting.
Operating Results- Shopping Centers
Operating results of shopping center properties are summarized as follows (in
thousands):
1999 1998
-------------------------------
Revenues $ 12,508 11,300
Operating and interest expenses, exclusive of depreciation and amortization 6,565 5,743
Depreciation and amortization 2,180 2,007
Minority interest 799 747
------------------------------
Earnings from operations $ 2,964 2,803
-------------------------------
-------------------------------
Revenues from shopping centers increased by $1,208,000 in 1999 primarily
due to the operations of five additional operating properties acquired in 1999
and 1998 ($788,000), the completion of one redevelopment project ($210,000) and
other net rental and occupancy increases, partially offset by the disposition of
an operating property in 1998 ($165,000).
Operating and interest expenses (exclusive of depreciation and
amortization) for shopping center properties increased by $822,000 in 1999 due
primarily to the acquisitions and redevelopment referred to above ($623,000).
Depreciation and amortization expense increased by $173,000 in 1999 due
primarily to the acquisitions referred to above.
Operating Results- All Other Properties
Operating results of all other properties are summarized as follows (in
thousands):
1999 1998
------------------------------
Revenues $ 514 524
Operating and interest expenses, exclusive of depreciation and amortization 187 175
Depreciation and amortization 116 112
Minority interest - 5
------------------------------
Earnings from operations $ 211 232
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------------------------------
Cash Flow Comparison
The following discussion compares the statement of cash flows information for
1999 with the information for 1998.
Net cash provided by operating activities was $6,853,000 and $6,192,000 in
the three months ended March 31, 1999 and 1998, 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.
MID-ATLANTIC REALTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
Net cash used in investing activities decreased by $3,313,000 to
$10,311,000 in 1999 from $13,624,000 in 1998. The decrease was due primarily to
a lower level of acquisitions.
Net cash provided by financing activities increased by $3,888,000 to
$4,054,000 in 1999 from $166,000 in 1998. The increase was primarily a result of
increased credit line borrowings ($4,500,000, after considering a related
mortgage loan payoff in 1998) and net cash provided from refinancing a shopping
center ($1,800,000) partially offset by purchases of common shares of beneficial
interest under the Company's share purchase plan ($1,900,000).
Year 2000 Issue
The year 2000 issue relates to whether computer systems will properly recognize
date sensitive information to allow accurate processing of transactions and data
relating to the year 2000 and beyond. Systems that do not properly recognize
such information could generate erroneous data or fail.
As a result of the Company's normal upgrade and replacement processes, it
has been determined that all existing network and desktop equipment is year 2000
compliant. The Company's mission critical, property management and financial
reporting software has also been modified to be year 2000 compliant. The Company
plans to test the network's year 2000 compliance during the second quarter of
1999 by setting the server date to January 1, 2000 and evaluating the results.
The Company has determined that all non-mission critical software is year 2000
compliant. As the Company owns primarily community retail centers without
enclosed common areas, the use of this technology is very limited and management
does not believe that the year 2000 issue will pose significant problems in
these systems. The Company expects that the costs to specifically remediate year
2000 information technology issues will not be significant.
The Company believes the "most reasonably likely worst case scenario"
exposure to be indirect in nature involving vendors, suppliers, and tenants.
Currently, management does not believe it is practical to measure the effects of
potential complications. The Company will continually monitor and evaluate these
areas and develop contingency plans on an as needed basis.
Cautionary Disclosure Relating to Forward Looking Statements
Statements made in this document include forward looking statements under the
federal securities laws. Statements that are not historical in nature, including
the words "anticipate," "estimate," "should," "expect," "believe," "intend," and
similar expressions are intended to identify forward looking statements. While
these statements reflect the Company's good faith beliefs based on current
expectations, estimates and projections about (among other things) the industry
and the markets in which the Company operates, they are not guarantees of future
performance, involve known and unknown risks and uncertainties that could cause
actual results to differ materially from those in the forward looking
statements, and should not be relied upon as predictions of future events.
Factors which could impact future results include (among other things) general
economic conditions, local real estate conditions, oversupply of available
space, financial condition of tenants, timely ability to lease or re-lease space
upon favorable economic terms, agreements with anchor tenants, interest rates,
availability of financing, competitive factors, and similar considerations. The
Company disclaims any obligation to publicly update or revise any forward
looking statement, whether as a result of new information, future events or
otherwise. For a discussion of risks and uncertainties that could cause actual
results to differ materially from those contained in the forward looking
statements, see "Risk Factors" filed as Exhibit 99.1 to the Company's Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk - There have
been no material changes in the Company's market risk information since December
31, 1998.
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 in Securities - 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 14, 1999. At this time, matters which
appeared on the March 30, 1999 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.
MID-ATLANTIC REALTY TRUST
Summary Financial Data
( In thousands, except per share data)
Three Months
Ended March 31,
-------------------------------------
-------------------------------------
1999 1998
-------------------------------------
-------------------------------------
Revenues $ 13,022 11,824
Net earnings 3,175 3,070
Net earnings per share - basic and diluted 0.22 0.21
OTHER FINANCIAL DATA:
- - -------------------------------------------------------
- - -------------------------------------------------------
FFO - diluted (1) $ 6,462 6,145
Weighted average number of shares outstanding - FFO diluted 18,721 19,103
SELECTED CASH FLOW DATA:
- - -------------------------------------------------------
- - -------------------------------------------------------
Net cash flow provided by operating activities $ 6,853 6,192
Net cash flow used in investing activities (10,311) (13,624)
Net cash flow provided by financing activities 4,054 166
RECONCILIATION OF NET EARNINGS TO FFO-DILUTED
- - -------------------------------------------------------
- - -------------------------------------------------------
Net earnings $ 3,175 3,070
Depreciation and amortization on real estate assets 2,295 2,118
Gain on properties - (68)
Extraordinary loss on early extinguishment of debt - 33
Operating Partnership minority interest expense 709 665
Convertible debenture interest expense 283 327
-------------------------------------
FFO-diluted $ 6,462 6,145
-------------------------------------
-------------------------------------
(1) Funds from operations is defined as net earnings (computed in accordance
with generally accepted accounting principles), excluding cumulative effects of
changes in accounting principles, extraordinary or unusual items and gains or
losses from debt restructurings and sales of properties, plus depreciation and
amortization, and after adjustments for minority interests and to record
unconsolidated partnerships and joint ventures on the same basis. FFO is not a
measure of operating results or cash flows from operating activities as measured
by generally accepted accounting principles, is not necessarily indicative of
cash available to fund cash needs, and should not be considered an alternative
to cash flows as a measure of liquidity.
Item 6. Exhibits and Reports on From 8-K
Exhibit 10(l) Financing Agreement Dated April 23, 1999 Between Mid-Atlantic
Realty Trust and the Named Banks
Exhibit 27 Financial Data Schedule
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: April 27, 1999 /s/ F. Patrick Hughes
------------------------ -------------------------------------
F. Patrick Hughes
President
Chief Executive Officer
Date: April 27, 1999 /s/ Janice C. Robinson
------------------------ -------------------------------------
Janice C. Robinson
Controller