SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarterly period ended September 30, 2001.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from __________ to __________
Commission file number 1-14462
AmeriVest Properties Inc.
-------------------------
(Exact name of small business issuer as specified in its charter.)
Maryland 84-1240264
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1780 South Bellaire Street, Suite 515
Denver, Colorado 80222
------------------------------------ --------------------------------
(Zip Code)
(303) 297-1800
------------------
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
---------- -----------
As of November 14, 2001 the Registrant had outstanding 6,632,259 shares of
common stock, par value $.001.
Transitional Small Business Disclosure Format (check one):
Yes No X
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
FORM 10-QSB
SEPTEMBER 30, 2001
Table of Contents
Part I Page No.
------ --------
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 2001 (unaudited) and December 31, 2000 3
Condensed Consolidated Statements of Operations for
the Three and Nine Month Periods Ended September 30, 2001
and 2000 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for
the Nine Month Periods Ended September 30, 2001 and 2000
(unaudited) 5
Notes to Condensed Consolidated Financial Statements
(unaudited) 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Part II
-------
Item 6. Exhibits and Reports on Form 8-K 16
2
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS September 30, December 31,
2001 2000
---- ----
(Unaudited)
ASSETS
Investment in real estate
Land $ 9,960,376 $ 8,761,566
Buildings and improvements 50,417,352 32,210,274
Furniture, fixtures and equipment 155,808 68,793
Tenant improvements 1,431,132 645,429
Tenant leasing commissions 271,632 585,887
Less accumulated depreciation and amortization (2,717,634) (3,349,569)
------------ ------------
Net Investment in Real Estate 59,518,666 38,922,380
Cash and cash equivalents 9,216,887 1,046,976
Investment in unconsolidated affiliate, net -- 584,640
Accounts receivable 156,853 52,328
Deferred rents receivable 324,330 524,581
Deferred financing costs, net 463,351 411,634
Prepaid expenses, escrows and other assets 1,346,069 821,258
------------ ------------
Total Assets $ 71,026,156 $ 42,363,797
============ ============
LIABILITIES
Mortgage loans and notes payable $ 41,875,236 $ 28,122,856
Accounts payable and accrued expenses 1,662,097 1,025,466
Accrued real estate taxes 810,955 747,647
Prepaid rents and security deposits 990,573 737,207
Dividends payable 826,605 372,118
------------ ------------
Total Liabilities 46,165,466 31,005,294
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
Authorized - 5,000,000 shares
Issued and outstanding - none -- --
Common stock, $.001 par value
Authorized - 15,000,000 shares
Issued and outstanding - 6,612,843 and 2,976,939
shares, respectively 6,613 2,977
Capital in excess of par value 30,709,501 11,879,099
Distributions in excess of accumulated earnings (5,855,424) (523,573)
------------ ------------
Total Stockholders' Equity 24,860,690 11,358,503
------------ ------------
Total Liabilities and Stockholders' Equity $ 71,026,156 $ 42,363,797
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these consolidated balance sheets.
3
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three For the Nine
Month Periods Ended Month Periods Ended
September 30, September 30,
------------- -------------
2001 2000 2001 2000
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REAL ESTATE OPERATING REVENUE
Rental Revenue
Commercial properties $ 2,697,223 $ 1,696,813 $ 7,496,114 $ 4,409,999
Storage properties -- 217,208 -- 861,535
----------- ----------- ----------- -----------
2,697,223 1,914,021 7,496,114 5,271,534
----------- ----------- ----------- -----------
REAL ESTATE OPERATING EXPENSES
Property operating expenses
Operating expenses 687,590 557,756 1,955,488 1,448,454
Real estate taxes 220,080 162,223 594,282 492,474
Management fees 137,807 81,826 380,653 241,793
General and administrative 162,985 135,222 521,266 378,771
Severance expense -- 255,442 -- 255,442
Impairment of deferred rents receivable -- -- 326,113 --
Interest 845,987 577,303 2,336,038 1,532,063
Depreciation and amortization 534,296 291,208 1,667,362 860,865
----------- ----------- ----------- -----------
2,588,745 2,060,980 7,781,202 5,209,862
----------- ----------- ----------- -----------
OTHER INCOME
Interest income 71,184 18,082 92,366 34,973
Equity in loss of unconsolidated affiliate -- (19,424) (10,843) (19,424)
----------- ----------- ----------- -----------
71,184 (1,342) 81,523 15,549
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE GAIN ON SALE OF
REAL ESTATE 179,662 (148,301) (203,565) 77,221
----------- ----------- ----------- -----------
GAIN ON SALE OF REAL ESTATE -- 2,556,839 1,143,698 2,556,839
----------- ----------- ----------- -----------
NET INCOME $ 179,662 $ 2,408,538 $ 940,133 $ 2,634,060
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE
Basic $ 0.03 $ 0.95 $ 0.23 $ 1.13
=========== =========== =========== ===========
Diluted $ 0.03 $ 0.95 $ 0.23 $ 1.13
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic 5,773,195 2,545,560 4,020,898 2,335,190
=========== =========== =========== ===========
Diluted 5,906,395 2,548,563 4,143,767 2,336,932
=========== =========== =========== ===========
The accompanying notes to condensed consolidated financial statements
are an integral part of these consolidated financial statements.
4
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Periods Ended
September 30,
-------------
2001 2000
---- ----
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 940,133 $ 2,634,060
Adjustments to reconcile net income to net cash
from operating activities-
Gain on sale of real estate (1,143,698) (2,556,839)
Depreciation and amortization 1,667,362 860,865
Amortization of deferred financing costs 73,070 40,878
Amortization of warrants 34,473 --
Equity in loss of unconsolidated affiliate 10,843 19,424
Impairment of deferred rents receivable 326,113 --
Accrued interest added to mortgage payable 123,894 219,877
Changes in assets and liabilities-
Decrease (increase) in accounts receivable 12,995 (7,978)
Increase in deferred rents receivable (125,862) (402,746)
Increase in prepaid expenses, escrows and other assets (167,753) (40,718)
(Decrease) increase in accounts payable and
accrued expenses (275,106) 806,841
(Decrease) increase in other accrued liabilities (328,814) 251,804
------------ ------------
Net cash from operating activities 1,147,650 1,825,468
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Improvements of real estate (5,507,311) (16,080,580)
Net proceeds from the sale of real estate 458,030 1,818,161
Acquisition of Sheridan Plaza at Inverness, LLC, net of cash acquired (344,432) --
Leasing commissions paid (84,710) (494,898)
Release of escrow deposit -- 509,556
------------ ------------
Net cash from investing activities (5,478,423) (14,247,761)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to mortgage loans and notes payable 3,015,584 12,565,301
Payments on mortgage loans and notes payable (1,229,898) (960,950)
Net proceeds from common stock offering 10,962,729 2,931,141
Net proceeds from exercising of options and warrants 974,093 --
Deferred financing costs paid (23,507) (138,150)
Dividends paid (1,198,317) (802,386)
------------ ------------
Net cash from financing activities 12,500,684 13,594,956
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 8,169,911 1,172,663
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,046,976 458,336
------------ ------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 9,216,887 $ 1,630,999
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest during the period $ 2,425,377 $ 1,352,414
============ ============
The accompanying notes to condensed consolidated financial statements
are an integral part of these consolidated financial statements.
5
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the nine months ended September 30, 2001, the Company incurred $5,314,507
in costs related to the improvement of Sheridan Center, which are included in
investment in real estate on the accompanying balance sheet. Of these costs,
$796,047 were unpaid at September 30, 2001 and are included in accounts payable
and accrued expenses on the accompanying balance sheet.
On June 1, 2001, the Company sold its Giltedge office building for $3,650,000.
From the cash at closing, $3,111,624 was used to repay the outstanding principal
balance on the mortgage loan secured by the property.
On June 7, 2001, the Company issued 100,211 shares of common stock to an
affiliate of the property manager of the Company's buildings that are leased to
agencies of the State of Texas, an unrelated third party, as consideration for
improvements made to a property. For accounting purposes, the shares were valued
at $557,175 ($5.56 per share) and are included in investment in real estate on
the accompanying balance sheet.
On June 26, 2001, the Company purchased from Sheridan Investments, LLC, an
affiliate, 100% of the ownership interests of Sheridan Plaza at Inverness, LLC,
an affiliate. For accounting purposes, the purchase price was $22,895,067, which
consisted of:
o $705,135 for the Company's 9.639% preferred membership interest in
Sheridan Investments, LLC, the owner of all of the membership
interests in Sheridan Plaza at Inverness LLC, which was transferred
back to Sheridan Investments, LLC;
o $6,474,329 paid with (1) 1,057,346 shares of common stock at a rate of
$5.69 per share (as required for accounting purposes, based on an
average market price of the shares over a period of several days
before and after the date of the announcement of the acquisition) and
(2) the cash proceeds of $458,030 from the sale of the Giltedge office
building;
o assumption of the mortgage in the principal amount of $14,954,425
secured by the property; and
o assumption of other liabilities in the amount of $761,178.
Due to the related party nature of this transaction, accounting principles
require the Company to record this acquisition at the historical net book value.
The difference between the purchase price and the historical net book value was
$4,507,557 and has been recorded as a non-cash dividend.
The accompanying notes to condensed consolidated financial statements
are an integral part of these consolidated financial statements.
6
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001 (Unaudited)
1. Organization
AmeriVest Properties Inc. (the "Company") was incorporated under the laws of the
State of Delaware on August 25, 1993 and was reincorporated in the State of
Maryland in 1999. Effective January 1, 1996, the Company commenced operating as
a self-administered and self-managed real estate investment trust ("REIT"). The
Company owns and operates, through its wholly owned subsidiaries, an office
building complex in Indianapolis, Indiana, eighteen commercial office properties
in the State of Texas, and an office building, a two-building office complex and
a three-building office complex in Denver, Colorado.
2. General
The unaudited condensed consolidated financial statements included herein were
prepared from the records of the Company in accordance with accounting
principles generally accepted in the United States and reflect all adjustments
which are, in the opinion of management, necessary to provide a fair statement
of the results of operations and financial position for the interim periods.
Such financial statements generally conform to the presentation reflected in the
Company's Form 10-KSB/A-2 filed with the Securities and Exchange Commission for
the year ended December 31, 2000.
The consolidated results of operations for the nine months ended September 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001.
Certain prior period balances have been reclassified to conform to current
period presentation.
3. New Technical Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") authorized the
issuance of SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill
and Other Intangible Assets". SFAS No. 141 requires the use of the purchase
method of accounting for all business combinations initiated after June 30,
2001. SFAS No. 141 requires intangible assets to be recognized if they arise
from contractual or legal rights or are "separable", i.e., it is feasible that
they may be sold, transferred, licensed, rented, exchanged or pledged. As a
result, it is likely that more intangible assets will be recognized under SFAS
No. 141 than its predecessor, Accounting Principles Board ("APB") Opinion No.16
although in some instances previously recognized intangibles will be subsumed
into goodwill.
Under SFAS No. 142, goodwill will no longer be amortized on a straight-line
basis over its estimated useful life, but will be tested for impairment on an
annual basis and whenever indicators of impairment arise. The goodwill
impairment test, which is based on fair value, is to be performed on a reporting
unit level. A reporting unit is defined as a SFAS No. 131 operating segment or
one level lower. Goodwill will no longer be allocated to other long-lived assets
for impairment testing under SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". Additionally,
goodwill on equity method investments will no longer be amortized; however, it
will continue to be tested for impairment in accordance with APB Opinion No. 18,
"The Equity Method of Accounting for Investments in Common Stock". Under SFAS
No. 142 intangible assets with indefinite lives will not be amortized. Instead
they will be carried at the lower of cost or market value and tested for
impairment at least annually. All other recognized intangible assets will
continue to be amortized over their estimated useful lives.
7
SFAS No. 142 is effective for fiscal years beginning after December 15, 2001,
although goodwill on business combinations consummated after July 1, 2001 will
not be amortized and goodwill on prior business combinations will cease to be
amortized. Had the Company adopted SFAS No. 142 at January 1, 2000, there would
have been no effect on the Company's financial statements. The Company's
adoption of these statements will not have an impact on its financial
statements, as it has not recorded any goodwill or intangible assets.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement",
which is effective for financial statements issued for fiscal years beginning
June 15, 2002. SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company is currently evaluating the
potential impact, if any, the adoption of SFAS No. 143 will have on its
financial position and results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective for fiscal periods beginning
after December 15, 2001 and interim periods within those fiscal years. SFAS No.
144 establishes an accounting model for impairment or disposal of long-lived
assets to be disposed of by sale. The Company is currently evaluating the
potential impact, if any, the adoption of SFAS No. 144 will have on its
financial position and results of operations.
4. Agreement with Sheridan Realty Advisors, LLC
Effective January 1, 2000, all of the Company's properties are managed under an
agreement (the "Agreement") with Sheridan Realty Advisors, LLC ("SRA"), which
also manages day-to-day operations of the Company and assists and advises the
Board of Directors on real estate acquisitions and investment opportunities.
Certain senior members of SRA are members of the Company's management team and
of the Company's Board of Directors. SRA receives an administrative fee, a
property management and accounting fee, an advisory fee and a development fee
for these services. In addition, SRA received incentive compensation in the form
of five-year warrants to purchase up to 750,000 shares of common stock at $5 per
share. Issuance of the warrants was approved by the shareholders at the annual
meeting on June 6, 2000. In accordance with the Agreement, 225,000 of these
warrants were granted and vested on the approval date. The remaining 525,000
warrants vest in an amount equal to 2.1% of equity capital deployed for real
property acquisitions, of which, 48,795 had vested as of December 31, 2000.
During the nine months ended September 30, 2001, 238,315 of the remaining
warrants vested and have an estimated fair value of $177,648, which has been
capitalized with the related acquisition costs on the accompanying balance
sheet.
5. Stock Offering
On July 27, 2001, our Registration Statement became effective with the
Securities and Exchange Commission for an offering of 2,000,000 shares of common
stock, with a 30-day option to the underwriter to purchase up to an additional
300,000 shares to cover over-allotments, at a price of $5.50 per share. On
August 1, 2001, the Company received $10,230,000, net of the underwriting
discounts and commissions, from the sale of the 2,000,000 shares. On August 24,
2001, the Company received an additional $1,340,370, net of the underwriting
discounts and commissions, from the sale of 262,047 of the over-allotment
shares. After payment of approximately $608,000 in additional offering expenses,
the proceeds will be used to acquire real estate properties, to repay debt, for
capital improvements and/or to increase working capital.
8
6. Acquisitions and Dispositions
On May 3, 2001, the Company entered into a contract to sell its Giltedge office
building in Appleton, Wisconsin for $3,650,000. The sale closed on June 1, 2001,
resulting in a gain on sale of $1,143,698 for accounting purposes. The cash
proceeds from this transaction of $458,030 were used to complete a tax-deferred
exchange under Section 1031 of the Internal Revenue Code.
On May 1, 2001, the Company announced an agreement with Sheridan Investments,
LLC, an affiliate, to purchase 100% of the ownership interests of Sheridan Plaza
at Inverness, LLC, effective April 1, 2001. Sheridan Plaza at Inverness, LLC
owns two office buildings located in Englewood, Colorado consisting of 118,720
total rentable square feet on approximately 6.7 acres of land with 405 total
parking spaces, including 80 underground parking spaces. For accounting
purposes, the purchase price was $22,895,067, which consisted of:
o $705,135 for the Company's 9.639% preferred membership interest in
Sheridan Investments, LLC, the owner of all of the membership
interests in Sheridan Plaza at Inverness LLC, which was transferred
back to Sheridan Investments, LLC;
o $6,474,329 paid with (1) 1,057,346 shares of the Company's common
stock, at a rate of $5.69 per share (as required for accounting
purposes, based on an average market price of the shares over a period
of several days before and after the date of the announcement of the
acquisition) and (2) the cash proceeds of $458,030 from the sale of
the Giltedge office building;
o assumption of the mortgage in the principal amount of $14,954,425
secured by the property; and
o assumption of other liabilities in the amount of $761,178.
The acquisition was structured as a tax-deferred exchange of the Giltedge office
building under Section 1031 of the Internal Revenue Code.
Due to the related party nature of this transaction, accounting principles
require the Company to record this acquisition at the historical net book value.
The difference between the purchase price and the historical net book value was
$4,507,557 and has been recorded as a non-cash dividend.
9
The following unaudited pro forma condensed operating results give effect to the
sale of the Giltedge office building and the purchase of Sheridan Plaza at
Inverness, LLC as if the transactions had occurred at the beginning of the
periods presented, and are included for informational purposes only. This pro
forma information may not be indicative of what actual results of operations
would have been if such transactions had in fact occurred on such dates, nor
does it purport to represent the results of future operations. The pro forma
adjustments are based upon currently available information and upon certain
assumptions that management believes are reasonable.
Nine Month Periods Ended
September 30,
2001 2000
---- ----
(unaudited) (unaudited)
Rental revenue $7,979,541 $6,404,003
Net operating income $4,129,315 $3,181,007
Net income $1,213,133 $3,472,989
Net income per common share:
Basic $ 0.26 $ 0.99
Diluted $ 0.25 $ 0.99
7. Mortgage Loans and Notes Payable
On June 7, 2001, the Company increased its available loan with US Bank National
Association ("US Bank") secured by the Sheridan Center buildings from $9,300,000
to $10,500,000, of which $9,469,799 was outstanding as of September 30, 2001.
During the nine months ended September 30, 2001, the Company was advanced an
additional $2,003,383 on its existing loan agreement with US Bank. The proceeds
were used to fund construction costs related to the improvement of Sheridan
Center. Additionally, the Company has a $300,000 short-term revolving credit
line from US Bank to meet working capital needs. As of September 30, 2001, the
Company did not have an outstanding balance on this credit line.
On June 13, 2001, the Company established a $500,000 short-term unsecured credit
line with Sheridan Investments, LLC, an affiliate, with an interest rate equal
to the prime lending rate of US Bank, and with all outstanding principal and any
unpaid accrued interest due on June 13, 2002. As of September 30, 2001, the
Company did not have an outstanding balance on this credit line.
In association with the acquisition of Sheridan Plaza at Inverness, LLC, the
Company assumed a mortgage that had a principal balance of $14,954,425 on April
1, 2001, the effective acquisition date. The mortgage is payable to Teachers
Insurance and Annuity Association of America and is due January 10, 2006 with
principal and interest (totaling $108,835) payable monthly with the unpaid
principal and interest due at maturity. The loan bears interest at a fixed rate
of 7.9% per year.
8. Status of Significant Tenant and Related Impairment
On August 2, 2001, Rhythms NetConnections, Inc. ("Rhythms"), the primary tenant
in the Company's Panorama Falls building in Englewood, Colorado, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Effective November
1, 2001, the Company agreed to terminate its lease with Rhythms and apply the
security deposit from Rhythms in the amount of $335,000 against future lease
payments. Due to the bankruptcy filing, the Company recorded an impairment for
$326,113 of unamortized deferred rents receivable and accelerated the
10
amortization of the $323,447 unamortized lease commission related to the Rhythms
lease during the second quarter of 2001. The deferred rents receivable
represents the effects of recording, for accounting purposes, straight-line rent
resulting from a free rent period at the inception of the lease in exchange for
Rhythms' providing all tenant improvements. The rental revenue related to
Rhythms was approximately $574,000 and $480,000 for the nine months ended
September 30, 2001 and the year ended December 31, 2000, which is approximately
8% and 7% of the Company's total rental revenue for the respective periods. The
Company intends to sell part or all of the Panorama Falls property and has
entered into a contract to sell 80% of the property for approximately $4.9
million. This contract is subject to a number of contingencies, including
refinancing of the existing mortgage loan, and there is no assurance that these
contingencies will be satisfied or that the interest will be sold.
9. Subsequent Events
In July 2001, the Company entered into a contract to sell its office building in
Odessa, Texas for $132,500. The sale closed on October 23, 2001, resulting in a
gain on sale of approximately $12,000 for accounting purposes.
The Company has entered into two separate contracts to acquire two additional
office properties within the next 60 days for an aggregate of approximately
$26.3 million. Both contracts are subject to a number of contingencies and there
is no assurance that either of these acquisitions will occur.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis of the consolidated financial condition
and results of operations should be read in conjunction with the Consolidated
Financial Statements and notes thereto included in the Company's Form 10-KSB/A-2
and elsewhere.
Results Of Operations
---------------------
Comparison of the three months ended September 30, 2001 to the three months
ended September 30, 2000
---------------------------------------------------------------------------
Three Month Periods Ended
September 30,
2001 2000 Change
---- ---- ------
----------- ----------- -----------
Rental revenue $ 2,697,223 $ 1,914,021 $ 783,202
----------- ----------- -----------
Property operating expenses-
Operating expenses 687,590 557,756 129,834
Real estate taxes 220,080 162,223 57,857
Management fees 137,807 81,826 55,981
General and administrative 162,985 135,222 27,763
Severance expense -- 255,442 (255,442)
Interest 845,987 577,303 268,684
Depreciation and amortization 534,296 291,208 243,088
----------- ----------- -----------
2,588,745 2,060,980 527,765
----------- ----------- -----------
Other Income-
Interest income 71,184 18,082 53,102
Equity in loss of unconsolidated affiliate -- (19,424) 19,424
----------- ----------- -----------
71,184 (1,342) 72,526
----------- ----------- -----------
Income (loss) before gain on sale of real estate 179,662 (148,301) 327,963
----------- ----------- -----------
Gain on sale of real estate -- 2,556,839 (2,556,839)
----------- ----------- -----------
Net Income $ 179,662 $ 2,408,538 $(2,228,876)
=========== =========== ===========
Rental Revenue
The increase in rental revenue is due primarily to the inclusion of the
operations of the Sheridan Center office complex (acquired in August 2000) and
Sheridan Plaza at Inverness, LLC (acquired in April 2001), offset by the
exclusion of the operations of the four self-storage facilities (sold in August
2000) and the Giltedge office building (sold in June 2001).
Property Operating Expenses
Operating expenses, real estate taxes and management fees increased as a result
of the above-mentioned transactions.
General and Administrative
The increase in general and administrative expenses is due to the
above-mentioned transactions.
Severance Expense
The severance expense recognized in 2000 was in accordance with a separation
agreement between the Company and a former officer.
12
Interest Expense
The increase in interest expense is due to the increase in debt outstanding at
September 30, 2001 by approximately 50% from the prior year. The effect of the
increase in debt level is partially offset by a decrease in interest rates,
which results in lower interest costs on the Company's floating rate debt.
Depreciation and Amortization
The increase in depreciation and amortization is due to the overall increase in
depreciable assets.
Interest Income
Interest income increased due to higher outstanding cash balances in 2001
resulting from the Company's public offering of approximately 2.3 million shares
of common stock, which was completed in August 2001.
Equity in Loss of Unconsolidated Affiliate
The equity in losses of our unconsolidated affiliate recognized in 2000
represents the Company's share of the net loss of Sheridan Investments, LLC. The
Company acquired its 9.639% interest in Sheridan Investments, LLC in September
2000 and then in 2001, acquired the remaining interest in this affiliate through
the Sheridan Plaza transaction.
Gain on Sale of Real Estate
The gain recognized in 2000 was a result of the sale of the four self-storage
facilities.
Comparison of the nine months ended September 30, 2001 to the nine months ended
September 30, 2000
-------------------------------------------------------------------------------
Nine Month Periods Ended
September 30,
2001 2000 Change
---- ---- ------
----------- ----------- -----------
Rental revenue $ 7,496,114 $ 5,271,534 $ 2,224,580
----------- ----------- -----------
Property operating expenses-
Operating expenses 1,955,488 1,448,454 507,034
Real estate taxes 594,282 492,474 101,808
Management fees 380,653 241,793 138,860
General and administrative 521,266 378,771 142,495
Impairment of deferred rents receivable 326,113 -- 326,113
Severance expense -- 255,442 (255,442)
Interest 2,336,038 1,532,063 803,975
Depreciation and amortization 1,667,362 860,865 806,497
----------- ----------- -----------
7,781,202 5,209,862 2,571,340
----------- ----------- -----------
Other Income-
Interest income 92,366 34,973 57,393
Equity in loss of unconsolidated affiliate (10,843) (19,424) 8,581
----------- ----------- -----------
81,523 15,549 65,974
----------- ----------- -----------
Income (loss) before gain on sale of real estate (203,565) 77,221 (280,786)
----------- ----------- -----------
Gain on sale of real estate 1,143,698 2,556,839 (1,413,141)
----------- ----------- -----------
Net Income $ 940,133 $ 2,634,060 $(1,693,927)
=========== =========== ===========
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Rental Revenue
The increase in rental revenue is due primarily to the inclusion of the
operations of the Sheridan Center office complex (acquired in August 2000) and
Sheridan Plaza at Inverness, LLC (acquired in April 2001), offset by the
exclusion of the operations of the four self-storage facilities (sold in August
2000) and the Giltedge office building (sold in June 2001).
Property Operating Expenses
Operating expenses, real estate taxes and management fees increased as a result
of the previously mentioned transactions. Operating expenses also increased in
2001 due to planned maintenance projects and increased utility costs.
General and Administrative
The increase in general and administrative expenses is primarily due to the
previously mentioned transactions as well as costs related to the continued
growth of the Company.
Impairment of Deferred Rents Receivable
During the second quarter of 2001, the Company recorded an impairment of a
deferred rents receivable from a significant tenant, Rhythms NetConnections,
Inc., which filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code. The Company has subsequently reached an agreement with Rhythms to
terminate its lease effective November 1, 2001 (see Liquidity and Capital
Resources discussion).
Severance Expense
The severance expense recognized in 2000 was in accordance with a separation
agreement between the Company and a former officer.
Interest Expense
The increase in interest expense is due to the increase in debt outstanding at
September 30, 2001 by approximately 50% from the prior year. The effect of the
increase in debt level is partially offset by a decrease in interest rates,
which results in less interest on the Company's floating rate debt.
Depreciation and Amortization
The increase in depreciation and amortization is due to the overall increase in
depreciable assets due to the previously mentioned transactions and the
continued redevelopment of Sheridan Center. The 2001 amount also includes the
accelerated amortization of the Rhythms lease commission recorded in the second
quarter of $323,447.
Interest Income
The increase in interest income is attributable to higher cash balances in 2001
due to the previously mentioned public offering of the Company's common stock.
Equity in Loss of Unconsolidated Affiliate
The equity in losses of our unconsolidated affiliate recognized in 2000
represents the Company's share of the net loss of Sheridan Investments, LLC. The
Company acquired its 9.639% interest in Sheridan Investments, LLC in September
2000 and then in 2001, acquired the remaining interest in this affiliate through
the Sheridan Plaza transaction.
Gain on Sale of Real Estate
The gains recognized in 2001 and 2000 were a result of the sales of the Giltedge
office building and the four self-storage facilities, respectively.
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Liquidity And Capital Resources
-------------------------------
Liquidity
---------
Net cash from operations for the nine months ended September 30, 2001 was
approximately $1.1 million and is the primary source of liquidity to fund
distributions, debt service and capital expenditures. The Company also has
available lines of credit to assist with such cash needs. In August 2001, The
Company completed a public offering of common stock, which raised approximately
$11.0 million net of commissions and expenses. The proceeds are being used and
are expected to continue to be used for property acquisitions, the payment of
certain redevelopment costs at Sheridan Center, the repayment of debt and as
working capital.
The Company has entered into two separate contracts to acquire two additional
office properties within the next 60 days. Both contracts are subject to a
number of contingencies and there is no assurance that either of these
acquisitions will occur.
Management believes that the proceeds of the public offering and cash flow from
its existing properties and new acquisitions, together with its existing lines
of credit, will be sufficient to meet the Company's working capital needs for
the next year and beyond.
The Company desires to acquire properties in addition to those which will be
acquired with the public offering proceeds. In order to do so, it will need to
raise additional debt or equity capital. The Company also intends to obtain
credit facilities for short and long-term borrowing with commercial banks or
other financial institutions. The issuance of such securities or increase in
debt for additional properties, of which there is no assurance, could adversely
affect the amount of cash available to pay dividends to stockholders.
Financing
---------
Mortgage loans are collateralized by substantially all properties. The following
table details the scheduled maturities of mortgages as of September 30, 2001:
2001 $ 108,129
2002 5,514,609
2003 9,884,895
2004 450,074
2005 488,010
Thereafter 25,429,519
-----------
Total $41,875,236
===========
The Company has a short-term revolving credit line from a bank in the amount of
$300,000 and a $500,000 short-term unsecured line of credit with Sheridan
Investments, LLC, a related party. At September 30, 2001, the Company did not
have outstanding balances on either of these lines of credit.
Rhythms
-------
On August 2, 2001, Rhythms NetConnections, Inc. ("Rhythms"), the primary tenant
in the Company's Panorama Falls building in Englewood, Colorado, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Effective November
1, 2001, the Company agreed to terminate its lease with Rhythms and apply the
security deposit from Rhythms in the amount of $335,000 against future lease
payments. The rental revenue related to Rhythms was approximately $574,000 and
$480,000 for the nine months ended September 30, 2001 and the year ended
December 31, 2000, which is approximately 8% and 7% of the Company's total
rental revenue for the respective periods. The Company intends to sell part or
all of the Panorama Falls property and has entered into a contract to sell 80%
of the property. This contract is subject to a number of contingencies,
including refinancing of the existing mortgage loan, and there is no assurance
that these contingencies will be satisfied or that the interest will be sold.
15
Inflation
---------
Management believes that inflation should not have a material adverse effect on
the Company. The Company's office leases require the tenants to pay increases in
operating expenses should any inflationary pressures materialize.
Forward-Looking Statements
--------------------------
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934.
Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, it can give no assurance that such
expectations and assumptions will prove to have been correct. See the Company's
Annual Report on Form 10-KSB/A-2 and the Company's Amendment No. 2 to
Registration Statement on Form SB-2 filed on July 26, 2001 for additional
statements concerning important factors, including occupancy and rental rates
and operating costs that could cause actual results to differ materially from
the Company's expectations.
Part II. Other Information
Item 6. Exhibits And Reports On Form 8-K.
(a) On July 13, 2001, the Registrant filed a Current Report on Form 8-K
describing the sale of its Wisconsin office building and the
acquisition of a Colorado office complex.
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.
AMERIVEST PROPERTIES INC.
November 14, 2001
By: /s/ D. Scott Ikenberry
-------------------------------
D. Scott Ikenberry
Chief Financial Officer
16