-----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, I5diuoKCUnrHek5BOjacgpVbJO7tkBlbXbHsWNQm9WoKICS6d0GdWVM88fjlj7dy 1XxQwFCG7bT/1M7HaWR+ww== 0001012975-05-000231.txt : 20050804 0001012975-05-000231.hdr.sgml : 20050804 20050804164542 ACCESSION NUMBER: 0001012975-05-000231 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC REALTY TRUST CENTRAL INDEX KEY: 0000948975 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133849655 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27198 FILM NUMBER: 05999918 BUSINESS ADDRESS: STREET 1: 747 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123551255 MAIL ADDRESS: STREET 1: 747 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 10-Q 1 e353736v2.txt 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 JUNE 30, 2005 ------------------------------------------------- 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 incorporation (I.R.S. Employer- or organization) Identification No.) 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 August 2, 2005 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..............................8 Item 3. Quantitative and Qualitative Disclosure About Market Risk...........................................................9 Item 4. Controls and Procedures.............................................................................................9 PART II. - OTHER INFORMATION...................................................................................................9 Item 1. Legal Proceedings...................................................................................................9 Item 2. Changes in Securities and Use of Proceeds...........................................................................9 Item 3. Defaults Upon Senior Securities.....................................................................................9 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)
JUNE 30, 2005 DECEMBER 31, 2004 ------------- ----------------- (unaudited) ASSETS Investment in Real Estate........................................ $ 80,669,000 $ 81,319,000 Cash and Short-Term Investments.................................. 9,417,823 7,852,922 Other Assets..................................................... 79,000 102,000 ---------------- ---------------- Total Assets..................................................... 90,165,823 89,273,922 ---------------- ---------------- LIABILITIES Estimated Costs of Liquidation................................... 7,569,804 8,600,164 ---------------- ---------------- NET ASSETS IN LIQUIDATION........................................ $ 82,596,019 $ 80,673,758 ================ ================
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 April 1, 2005 January 1, 2005 to JUNE 30, 2005 to JUNE 30, 2005 ---------------- ---------------- Net Assets in Liquidation Beginning of Period............................................. $ 80,811,382 $ 80,673,758 Adjustments to Reflect Liquidation Basis of Accounting................................. 1,784,637 1,922,261 ---------------- ---------------- Net Assets in Liquidation End of Period............................. $ 82,596,019 $ 82,596,019 ================ ================ For the Period For the Period April 1, 2004 January 1, 2004 TO JUNE 30, 2004 TO JUNE 30, 2004 ---------------- ---------------- Net Assets in Liquidation Beginning of Period............................................. $ 68,851,097 $ 55,059,691 Distribution Paid (11,575,096) (11,575,096) Adjustments to Reflect Liquidation Basis of Accounting................................. (500,546) 13,290,860 ---------------- ---------------- Net Assets in Liquidation End of Period............................. $ 56,775,455 $ 56,775,455 ================ ================
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 conducts 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, 2004. 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 wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 2. INVESTMENT IN REAL ESTATE:
ESTIMATED NET REALIZED VALUE (A)(B) PROPERTY LOCATION JUNE 30, 2005 DECEMBER 31, 2004 - -------- -------- -------------- ----------------- Hylan Shopping Center Staten Island, NY $80,344,000 $81,319,000
- ------------------ (a) Includes estimated cash flows using a disposition period of four months and six months for such periods, respectively. Realized value may differ depending on actual disposition results and time period. (b) The operations of the Trust and the Hylan Shopping Center for the six months ended June 30, 2005 and June 30, 2004 are as follows:
Six Months Ended Six Months Ended June 30, 2005 June 30, 2004 ------------- ------------- Rental Income............................................................... 2,294,822 2,309,193 Expense Reimbursements...................................................... 1,284,862 1,131,567 Interest from Short-Term Investments .................................. 65,513 87,430 Other....................................................................... 1,573 1,095 ----------- ----------- 3,646,770 3,529,285 ----------- ----------- Operating Property Expenses............................................ 1,679,146 1,494,881 Depreciation................................................................ 167,804 172,034 General and Administrative.................................................. 1,415,469 1,333,066 ----------- ----------- 3,262,419 2,999,981 ----------- ----------- Net Income.................................................................. 384,351 529,304 =========== ===========
3. SHARES OUTSTANDING: The weighted average number of shares of beneficial interest outstanding for the periods ending June 30, 2005 and 2004 was 3,561,553. 6 4. CASH AND SHORT-TERM INVESTMENTS: Cash and short-term investments at June 30, 2005 consist primarily of a certificate of deposit at a major New York bank of $7,900,000, purchased with an original maturity of three months or less, bearing interest at a fixed rate of 3.00%. 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 Internal Revenue Service ("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 IRS entered into a Closing Agreement with respect to all of the issues raised by the IRS 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 years 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 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 7 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. On June 10, 2004 the Trust paid $1,803,235 in respect of the tax and interest on the tax 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. The Trust does not however expect the amounts claimed or requested to exceed approximately $3,300,000. 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; however, the Trust anticipates that the outcome will be favorable to the Trust. 6. OTHER ASSETS: Other assets include the estimated interest income from the Trust's short-term investments. 7. SUBSEQUENT EVENTS None. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND LIQUIDATION ACTIVITIES. CAPITAL RESOURCES AND LIQUIDITY At June 30, 2005, 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 8 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 June 30, 2005, the Trust had approximately $9,418,000 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. 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. 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual Meeting of Shareholders of the Trust was held on June 3, 2005 to elect six trustees to sit on the Board of Trustees of the Trust (the "Board") until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified and (ii) to ratify the selection by the Board of Deloitte & Touche LLP as the independent auditors of the Trust for the fiscal year commencing January 1, 2005. On the first proposal, the vote of the Shareholders was as follows:
Nominee For Withheld Abstain - ------------------------------------------------------------------------------------------------------------------- Stephen R. Blank 3,193,870 9,707 -- Edward Blumenfeld 3,193,822 9,755 -- Edwin J. Glickman 3,193,156 10,421 -- Arthur H. Goldberg 3,192,829 10,748 -- Joel M. Paschow 3,187,534 16,043 -- William A. Rosoff 3,193,964 9,613 --
On the second proposal, the Shareholders voted to ratify the selection by the Board of Deloitte & Touche LLP as the independent auditors of the Trust. There were 3,193,796 votes for, 5,241 votes against and 4,539 abstained. 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. The registrant filed three reports on Form 8-K during the three-month period ended June 30, 2005. On May 12, 2005, registrant filed a Form 8-K reporting that on April 22, 2005, registrant received a letter from Ramco-Gershenson Properties Trust (formerly known as RPS Realty Trust, "Ramco") stating (i) that Ramco had received a 30-day Letter (the "30-day Letter") from the Internal Revenue Service (the "IRS") covering the years 1996 and 1997 and (ii) that Ramco might seek indemnification from the registrant with 10 regard to the 1996 year pursuant to the Tax Agreement dated as of May 10, 1996 by and between Ramco and the registrant. On May 13, 2005, registrant filed a Form 8-K reporting that on May 12, 2005, the registrant entered into an amendment of the Indemnification Agreement the registrant entered into with Kimco Realty Corporation ("Kimco") on March 28, 2005, pursuant to which the Trust agreed to allow Kimco to conduct due diligence on the Hylan Plaza Shopping Center. A copy of the amendment was attached to the Form 8-K. On June 16, 2005, registrant filed a Form 8-K reporting that on June 14, 2005, the registrant entered into a second amendment of the Indemnification Agreement the registrant entered into with Kimco on March 28, 2005. A copy of the second amendment was attached to the 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: August 4, 2005 /s/ Joel M. Pashcow -------------------------------------- Name: Joel M. Pashcow Title: Chairman, Chief Executive Officer and President (Principal Executive Officer) Date: August 4, 2005 /s/ Edwin R. Frankel -------------------------------------- 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): a) 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 b) 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: August 4, 2005 /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: 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): a) 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 b) 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: August 4, 2005 /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 June 30, 2005 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 June 30, 2005 (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: August 4, 2005 /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 June 30, 2005 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 June 30, 2005 (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: August 4, 2005 /s/ Edwin R. Frankel ---------------------------------------- Name: Edwin R. Frankel Title: Executive Vice President, Chief Financial Officer and Secretary (Principal Financing and Accounting Officer) 18 -----END PRIVACY-ENHANCED MESSAGE-----