-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmSZbzYTD9TQCBgR8Mfnp2NfK5Nk65HF+R6t+r6Nqx3tlDeFORFH2Wv/5FNb084o NRqZirL7bBRpp409qaksvg== 0001000096-97-000311.txt : 19970520 0001000096-97-000311.hdr.sgml : 19970520 ACCESSION NUMBER: 0001000096-97-000311 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIVEST PROPERTIES INC CENTRAL INDEX KEY: 0000927102 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841240264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-14462 FILM NUMBER: 97606381 BUSINESS ADDRESS: STREET 1: 7100 GRANDVIEW AVE STREET 2: SUITE 1 CITY: ARVADA STATE: CO ZIP: 80002 BUSINESS PHONE: 3034213040 MAIL ADDRESS: STREET 1: 7100 GRANDVIEW AVE STREET 2: SUITE 1 CITY: ARVADA STATE: CO ZIP: 80002 10QSB 1 QUARTERLY REPORT - MARCH 31, 1997 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 March 31, 1997. 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.) Delaware 84-1240264 -------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7100 Grandview Avenue, Suite 1 Arvada, Colorado 80002 - ------------------------------- -------- (Zip Code) (303) 421-1224 ---------------------------------------------- (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 May 9, 1997 the Registrant had outstanding 1,382,870 shares of common stock, per value $.001. Transitional Small Business Disclosure Format (check one): Yes No X --- --- AMERIVEST PROPERTIES INC. AND SUBSIDIARY FORM 10-QSB March 31, 1997 Table of Contents Page No. Part I Item 1. Financial Statements Balance Sheets as of December 31, 1996 and March 31, 1997 3 Statements of Operations for the Three Months Ended March 31, 1996 and 1997 4 Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1997 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 9 2
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS December 31, March 31, 1996 1997 ------------ ------------ (Unaudited) ASSETS Investment in real estate Land $ 2,374,808 $ 2,374,808 Buildings and improvements 11,975,946 11,975,946 Furniture, fixtures and equipment 225,099 225,099 Tenant improvements 512,725 515,733 Less accumulated depreciation and amortization (4,573,871) (4,709,954) ------------ ------------ Net Investment in Real Estate 10,514,707 10,381,632 Cash and cash equivalents 1,230,640 1,305,088 Tenant accounts receivable 30,014 52,721 Deferred financing costs, net 111,139 104,877 Prepaid expenses and other assets 49,580 62,794 ------------ ------------ $ 11,936,080 $ 11,907,112 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Mortgage loans payable $ 7,397,995 $ 7,365,438 Accounts payable and accrued expenses 52,765 45,354 Accrued interest 57,273 57,020 Accrued real estate taxes 240,411 266,985 Prepaid rents and security deposits 99,133 81,594 Dividends payable -- 155,573 ------------ ------------ Total Liabilities 7,847,577 7,971,964 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock, $.001 par value Authorized - 10,000,000 shares Issued and outstanding - 1,382,870 1,383 1,383 Capital in excess of par value 4,256,101 4,256,101 Distribution in excess of accumulated earnings (168,981) (322,336) ------------ ------------ Total Stockholders' Equity 4,088,503 3,935,148 ------------ ------------ $ 11,936,080 $ 11,907,112 ============ ============ 3
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended March 31 ---------------------------- 1996 1997 ---------------------------- (unaudited) REAL ESTATE OPERATING REVENUE Rental revenue Commercial properties $ 59,088 $ 290,669 Storage properties -- 313,094 ---------- ---------- 59,088 603,763 ---------- ---------- REAL ESTATE OPERATING EXPENSES Property operating expenses Operating expenses 915 120,997 Real estate taxes 8,291 60,182 Management fees - related 4,454 31,839 General and administrative 40,574 87,632 Interest 28,974 171,347 Depreciation and amortization 10,142 142,495 ---------- ---------- 93,350 614,492 ---------- ---------- OTHER INCOME Interest income -- 12,947 ---------- ---------- NET INCOME (LOSS) $ (34,262) $ 2,218 ========== ========== NET INCOME (LOSS) PER COMMON SHARE $ (.12) $ .002 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 284,000 1,382,870 ========== ========== 4
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31 ------------------------------------ 1996 1997 ----------- ----------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (34,262) $ 2,218 Adjustments to reconcile net (loss) income to net cash provided by operating activities Depreciation and amortization 10,142 142,495 Changes in assets and liabilities (Increase) in receivables (312) (22,707) Decrease (increase) in prepaids 23,512 (13,366) Increase (decrease) in accounts payable 46,115 (10,325) Increase in accruals 11,845 11,698 Increase in deferred offering costs (30,239) -- ----------- ----------- Net cash (used) provided by operating activities 26,801 110,013 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to investments in real estate -- (3,008) ----------- ----------- Net cash (used) by investing activities -- (3,008) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock warrants 7,500 Cost of warrants offering (8,008) Payments on mortgage loans payable (4,363) (32,557) ----------- ----------- Net cash (used) provided by financing activities (4,871) (32,557) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 21,930 74,448 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,177 1,230,640 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 29,107 $ 1,305,088 =========== =========== 5
AMERIVEST PROPERTIES INC. NOTES TO FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 1997 General - ------- The unaudited financial statements included herein were prepared from the records of the Company in accordance with Generally Accepted Accounting Principles 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 filed with the Securities and Exchange Commission for the year ended December 31,1996. The current interim period reported herein should be read in conjunction with the Company's Form 10-KSB subject to independent audit at the end of the year. The results of operations for the three months ended March 31, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. Subsequent Event - ---------------- On May 8, 1997 the Company entered into a Letter of Intent to acquire a 10-story, 87,000 square feet of usable space, office building in Amarillo, Texas. The definitive purchase and financing agreements are not yet finalized. Although there is no assurance, the acquisition is expected to be completed within the next three months. 6 AMERIVEST PROPERTIES INC. 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 and elsewhere. These financial statements present the operations of the Company prior and subsequent to the consummation of the Company's initial public offering on October 29, 1996 (the "IPO") and its acquisition of five properties on October 30, 1996, effective as of July 1, 1996. Results Of Operations --------------------- Three Months Ended March 31, 1997, Compared With Three Months Ended March 31, 1996. - -------------------------------------------------------------------------------- The Company's results of operations for the three months ended March 31, 1997 include six operating properties, whereas the March 31, 1996 results of operations include only one operating property. Revenues for first quarter 1997 increased approximately $545,000, and operating expenses, management fees, interest, and depreciation and amortization increased approximately $120,000, $47,000, $142,000 and $132,000 respectively, as compared with March 31, 1996. All increases resulted primarily from including the operations of five new properties as of July 1, 1996. All real estate taxes for each property remained flat when compared to prior year's taxes, except for the Appleton, Wisconsin property for which Real Estate taxes decreased on an annualized basis by $15,000. The general and administrative expenses increased approximately $47,000 due primarily to costs associated with public relations and travel. The Company also had interest income of $13,000 for the 1997 quarter, primarily as a result of investment funds being held for real estate acquisitions. The net income for the three months ended March 31, 1997 was $2,218, or $.002 per share, as compared to a net loss of $34,262, or $.12 per share, for the three months ended March 31, 1996. Financial Condition, Liquidity And Capital Resources ---------------------------------------------------- The consolidated financial condition of the Company evidenced the following changes from December 31, 1996 to March 31, 1997. Net investment in Real Estate decreased approximately $133,000, primarily due to depreciation for the three month period. The completion of the Company's IPO in October 1996 included approximately $1,000,000 of cash which was set aside primarily for future acquisitions. 7 Deferred financing costs, net, decreased approximately $6,000 due to amortization for the three months ended March 31, 1997. Mortgage loans payable decreased by approximately $32,000 due to normal payments over the period. Accounts payable and accrued expenses and prepaid rents decreased approximately $7,000 and $17,000 respectively, with accrued real estate taxes increasing approximately $26,000, all of which result from timing differences in the course of normal operations during the first quarter of 1997. At March 31, 1997, the Company had approximately $1,150,000 of cash and cash equivalents available for acquisitions and working capital needs. The Company also had approximately $156,000 of cash held in reserve for a stockholder dividend distribution which was paid on April 9, 1997. Tenant receivables increased by approximately $22,000 in March as a result of additional billings to tenants for operating costs during the quarter. The Company desires to acquire additional properties and, in order to do so, it may 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 dividends paid to stockholders. As indicated in item 5 and elsewhere herein, the Company has entered into a Letter of Intent to acquire a 10-story, 87,000 square feet of usable space, office building in Amarillo, Texas. Management believes that the cash flow from the Properties will be sufficient to meet the Company's working capital needs for the next year. All Properties have been maintained on an ongoing basis so that additional capital resources to upgrade the facilities in the near future are not anticipated. Management believes that inflation should not have a material adverse effect on the Company. The Company's leases of office and showroom space require the tenants to pay increases in operating expenses, and the self-storage leases are short-term so that there are not contractual restraints against increasing rents to attempt to respond to inflationary pressures, if any inflationary pressure should materialize. 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 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. 8 Part II. Other Information Item 5. Other Information ------------------ On May 8, 1997 the Company entered into a Letter of Intent to acquire a 10-story, 87,000 square feet of usable space, office building in Amarillo, Texas, for an undisclosed amount. The acquisition is subject to obtaining adequate financing and the finalization of definitive purchase and financing agreements. Although there is no assurance, the acquisition is expected to close within the next three months. Item 6. Exhibits And Reports On Form 8-K. (a) The following Exhibit is filed as part of this Quarterly Report on Form 10-QSB: 27. Financial Data Schedule (b) During the quarter ended March 31,1997, the Registrant did not file any reports on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities And 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. May 15, 1997 By: /s/ JAMES F. ETTER ------------------------------- James F. Etter, President and Principal Financial Officer 9 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1997 MAR-31-1997 1,305,088 0 52,721 0 0 1,420,603 15,091,586 (4,709,954) 11,907,112 606,526 0 0 0 1,383 3,933,765 11,907,112 603,763 603,763 0 0 443,145 0 171,347 2,218 2,218 2,218 0 0 0 2,218 .002 .002
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