UNITED STATES
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, 2002.
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 No.)
incorporation or organization)
1780 South Bellaire Street
Suite 515, Denver, Colorado 80222
(Address of principal executive offices) (Zip Code)
(303) 297-1800
(Registrant'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 13, 2002 the Registrant had outstanding 10,980,834 shares of
common stock, par value $.001.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
Table of Contents
-----------------
Part I Page No.
------ --------
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
September 30, 2002 (unaudited) and December 31, 2001......... 3
Consolidated Statements of Operations for
the Three and Nine-Month Periods Ended September 30, 2002
and 2001 (unaudited)......................................... 4
Consolidated Statements of Cash Flows for
the Nine-Month Periods Ended September 30, 2002 and 2001
(unaudited)................................................... 5
Notes to Consolidated Financial Statements
(unaudited).................................................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................... 10
Item 3. Controls and Procedures............................................. 14
Part II
Item 1. Legal Proceedings................................................... 15
Item 2. Changes in Securities and Use of Proceeds........................... 15
Item 6. Exhibits and Reports on Form 8-K.................................... 15
2
AMERIVEST PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2002 2001
------------- -------------
(unaudited)
ASSETS
Investment in real estate-
Land $ 18,434,269 $ 14,137,891
Buildings and improvements 87,806,952 67,433,077
Furniture, fixtures and equipment 328,747 237,442
Tenant improvements 2,561,879 1,788,942
Tenant leasing commissions 421,677 302,337
Less: accumulated depreciation and amortization (5,203,317) (3,058,662)
------------- -------------
Net investment in real estate 104,350,207 80,841,027
Cash and cash equivalents 14,383,104 1,119,355
Escrow deposits 1,755,049 673,213
Investment in unconsolidated affiliate 1,263,275 1,243,298
Due from related party 2,724,293 2,403,595
Due from unconsolidated affiliate 782,397 94,474
Accounts receivable 191,111 382,680
Deferred rents receivable 571,390 374,392
Deferred financing costs, net of accumulated amortization
of $243,382 and $118,751, respectively 541,695 597,885
Prepaid expenses and other assets 1,442,034 272,569
------------- -------------
Total assets $ 128,004,555 $ 88,002,488
============= =============
LIABILITIES
Mortgage loans and notes payable $ 76,452,290 $ 58,408,424
Accounts payable and accrued expenses 1,253,611 819,809
Due to related party 105,926 494,531
Accrued real estate taxes 1,453,284 1,564,341
Prepaid rents and security deposits 1,308,617 883,116
Dividends payable 1,426,964 835,282
------------- -------------
Total liabilities 82,000,692 63,005,503
------------- -------------
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 - 10,976,646 and 6,682,259 shares,
respectively 10,977 6,682
Capital in excess of par value 54,833,805 31,132,650
Distributions in excess of accumulated earnings (8,840,919) (6,142,347)
------------- -------------
Total stockholders' equity 46,003,863 24,996,985
------------- -------------
Total liabilities and stockholders' equity $ 128,004,555 $ 88,002,488
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
3
AMERIVEST PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three- For the Nine-
Month Periods Ended Month Periods Ended
September 30, September 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
(unaudited) (unaudited) (unaudited) (unaudited)
REAL ESTATE OPERATING REVENUE
Rental revenue $ 3,782,972 $ 2,697,223 $ 10,937,842 $ 7,496,114
REAL ESTATE OPERATING EXPENSES
Property operating expenses-
Operating expenses 952,445 687,590 2,725,931 1,955,488
Real estate taxes 381,528 220,080 1,006,350 594,282
Management fees 37,062 137,807 96,944 380,653
General and administrative expenses 338,457 162,985 1,070,091 521,266
Advisory fee 251,910 -- 251,910 --
Impairment of deferred rents receivable -- -- -- 326,113
Interest expense 955,557 845,987 2,774,083 2,336,038
Depreciation and amortization expense 770,501 534,296 2,161,580 1,667,362
------------ ------------ ------------ ------------
3,687,460 2,588,745 10,086,889 7,781,202
------------ ------------ ------------ ------------
OTHER INCOME/LOSS
Interest income 83,064 71,184 135,961 92,366
Equity in loss of unconsolidated affiliates (16,151) -- (60,197) (10,843)
------------ ------------ ------------ ------------
66,913 71,184 75,764 81,523
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE GAIN ON SALE OF
REAL ESTATE 162,425 179,662 926,717 (203,565)
------------ ------------ ------------ ------------
GAIN ON SALE OF REAL ESTATE -- -- -- 1,143,698
------------ ------------ ------------ ------------
NET INCOME $ 162,425 $ 179,662 $ 926,717 $ 940,133
============ ============ ============ ============
NET INCOME PER COMMON SHARE
Basic $ 0.01 $ 0.03 $ 0.11 $ 0.23
============ ============ ============ ============
Diluted $ 0.01 $ 0.03 $ 0.10 $ 0.23
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic 10,925,253 5,773,195 8,785,796 4,020,898
============ ============ ============ ============
Diluted 11,092,036 5,906,395 8,960,471 4,143,767
============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements.
4
AMERIVEST PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine-Month Periods Ended
September 30,
----------------------------
2002 2001
------------ ------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 926,717 $ 940,133
Adjustments to reconcile net income to net cash
from operating activities-
Gain on sale of real estate -- (1,143,698)
Depreciation and amortization expense 2,161,580 1,667,362
Amortization of deferred financing costs 124,631 73,070
Amortization of warrants 13,813 34,473
Equity in loss of unconsolidated affiliates 60,197 10,843
Impairment of deferred rents receivable -- 326,113
Accrued interest added to mortgage loans -- 123,894
Stock issued to the 401(k) plan 8,012 --
Increase (decrease) in cash due to changes in:
Accounts receivable 191,569 12,995
Deferred rents receivable (196,998) (125,862)
Prepaid expenses and other assets (90,371) (29,924)
Accounts payable and accrued expenses 45,197 (275,106)
Other accrued liabilities 314,444 (328,814)
------------ ------------
Net cash from operating activities 3,558,791 1,285,479
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions and improvements of real estate, net of cash
acquired and debt assumed (8,070,895) (5,851,743)
Deposits on real estate acquisitions (415,000) (100,000)
Net advances to unconsolidated affiliate (687,923) --
Net proceeds from the sale of real estate -- 458,030
Leasing commissions paid (124,249) (84,710)
------------ ------------
Net cash from investing activities (9,298,067) (5,578,423)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to mortgage loans and notes payable 2,330,201 3,015,584
Payments on mortgage loans and notes payable (1,687,207) (1,229,898)
Deposit for establishment of long-term credit facility (664,094) --
Deferred financing costs paid (68,441) (23,507)
Net proceeds from equity offering 22,781,538 10,962,729
Net proceeds from exercising of options and warrants 180,530 974,093
Increase in escrow deposits (1,081,836) (37,829)
Dividends paid (2,787,666) (1,198,317)
------------ ------------
Net cash from financing activities 19,003,025 12,462,855
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 13,263,749 8,169,911
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,119,355 1,046,976
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,383,104 $ 9,216,887
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
5
AMERIVEST PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Nine-Month Periods Ended
September 30,
---------------------------
2002 2001
------------ ------------
(unaudited) (unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest during the period $ 2,588,295 $ 2,425,377
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Stock issued to the Dividend Re-Investment Plan ("DRIP") $ 245,941 $ 111,622
============ ============
o On August 23, 2002, the Company issued 17,000 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. In
2001, the Company issued 100,211 shares to this entity as consideration for
improvements made to a property in Arlington, Texas. The 17,000 shares
issued represent a partial true up of the total shares to be issued in
accordance with the original agreement. For accounting purposes, the shares
were valued at $94,520 ($5.56 per share) and are included in investment in
real estate on the accompanying consolidated balance sheet.
o On September 5, 2002, the Company completed the acquisition of the Parkway
Centre II office building. The aggregate purchase price for Parkway Centre
II was $22,000,000, which was paid through the assumption of the existing
$17,000,000 loan on the property and the balance paid in cash from a
portion of the proceeds from the 2002 public offering.
o On September 6, 2002, the Company purchased 2.55 acres of vacant land,
adjacent to Keystone Office Park in Indianapolis, Indiana, from Sheridan
Realty Partners, L.P., a related party, for $320,000. The purchase price
was paid through the issuance of 52,893 shares of the Company's common
stock ($6.05 per share).
The accompanying notes are an integral part of these consolidated financial statements.
6
AMERIVEST PROPERTIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (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 real estate investment trust ("REIT"). The Company owns and operates,
through its wholly-owned subsidiaries, the following properties:
Property Location
-------- --------
Sheridan Plaza at Inverness Englewood, CO
Sheridan Center Denver, CO
Kellogg Building Littleton, CO
Panorama Falls (a) Englewood, CO
Arrowhead Fountains Peoria, AZ
Keystone Office Park Indianapolis, IN
Parkway Centre II Plano, TX
Bank of America Buildings (b) Texas
State of Texas Buildings (c) Texas
(a) 20% of the property is owned by the Company and 80% of the
property is owned by Freemark Abbey Panorama, LLC as a
tenant in common with the Company.
(b) These four buildings are leased approximately 63% to Bank of
America. The buildings are located in Mineral Wells,
Georgetown, Henderson and Clifton, Texas.
(c) These thirteen buildings are leased primarily to various
agencies of the State of Texas. The buildings are located in
Arlington, Paris, Marshall, Amarillo, El Paso (2),
Bellville, Mission, Clint, Lubbock, Temple, Hempstead and
Columbus, Texas.
2. Interim Financial Statements
The unaudited 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 filed with the Securities and Exchange Commission for the
year ended December 31, 2001. The consolidated results of operations for the
nine months ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002. These
financial statements and notes should be read together with the financial
statements and notes included in the Company's Form 10-KSB for the year ended
December 31, 2001.
Certain prior period balances have been reclassified to conform to current
period presentation.
3. New Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of
FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections", which is effective for fiscal years beginning after May
15, 2002. SFAS No. 145 addresses financial accounting and reporting for gains
and losses realized from the extinguishment of debt. The Company does not expect
its adoption of SFAS No. 145 to have a material impact on its net income or cash
flows.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit of Disposal Activities", which is effective for exit or
disposal activities that are initiated after December 31, 2002. SFAS No. 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities. The Company does not expect its adoption of SFAS No. 145 to
have a material impact on its net income or cash flows.
7
4. Agreement with Sheridan Realty Advisors, LLC
Effective January 1, 2000 through December 31, 2001, all of the Company's
properties were managed under a Property Management and Advisory Agreement (as
amended on March 12, 2001, the "Agreement") with Sheridan Realty Advisors, LLC
("SRA"), which also managed the day-to-day operations of the Company and
assisted and advised 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. In accordance
with the Agreement, SRA received an administrative fee, a property management
and accounting fee, an advisory fee and a capital project fee for these
services. The property management and accounting fee was calculated as 5% of
gross collected rents, the advisory fee is calculated as 5% of capital deployed
for real property acquisitions and the capital project fee is calculated as 3%
of the total cost of capital projects in excess of $100,000.
The Agreement was further amended and restated as of December 31, 2001 to
provide for the Company's acquisition of SRA's administrative and property
management and accounting services business, along with the elimination of those
related fees, effective January 1, 2002. As a result, most of SRA's employees,
including three of the Company's senior executives, became employees of the
Company and manage the day-to-day operations. The three senior executives also
remain employees of SRA. SRA continues to advise the Company with respect to
capital markets activity, real estate acquisitions and dispositions and major
capital projects. For these services, SRA continues to earn the advisory and
capital project fees under the amended and restated Agreement. For accounting
purposes, due to the amendment of the Agreement effective January 1, 2002, the
advisory and capital project fees are being expensed beginning in 2002.
During 2000, SRA received incentive compensation in the form of five-year
warrants to purchase up to 750,000 shares of common stock at $5.00 per share.
Issuance of the warrants was approved by the shareholders at the annual meeting
on June 6, 2000. According to the Agreement, 225,000 of these warrants were
granted and vested on the approval date. These vested warrants have an estimated
fair value of $73,668, which is being amortized over the life of the Agreement
through December 31, 2003. The remaining 525,000 warrants vest in an amount
equal to 2.1% of capital deployed for real property acquisitions. As of
September 30, 2002, all of the remaining 525,000 warrants vested and have an
estimated fair value of $307,725, which has been capitalized with the related
acquisition costs.
5. Stock Offering
On May 9, 2002, the Company's Registration Statement became effective with
the Securities and Exchange Commission for an offering of up to 4,140,000 shares
of common stock, including 540,000 shares to cover over-allotments, at a price
of $6.05 per share. The Company received $22,781,538, net of the underwriting
commissions and offering expenses, from the sale of all 4,140,000 shares. The
proceeds are being used to acquire and refurbish additional properties, for
capital improvements to existing properties, including Arrowhead Fountains,
Sheridan Center and the Kellogg Building, in an amount up to $1,500,000, and for
general corporate purposes.
6. Acquisitions and Developments
On September 5, 2002, the Company completed the acquisition of the Parkway
Centre II office building. Parkway Centre II is located in Plano, Texas and
contains 151,988 rentable square feet and is located on 6.4 acres. The aggregate
purchase price for Parkway Centre II was $22,000,000, which was paid through the
assumption of the existing $17,000,000 loan on the property and the balance paid
in cash from a portion of the proceeds from the 2002 public offering. In
connection with this acquisition, the Company paid an advisory fee to SRA in the
amount of $251,910 in accordance with the Agreement.
On September 6, 2002, the Company purchased 2.55 acres of vacant land,
adjacent to Keystone Office Park in Indianapolis, Indiana, from Sheridan Realty
Partners, L.P., a related party, for $320,000. The purchase price was paid by
the issuance of 52,893 shares of common stock ($6.05 per share). The Company has
commenced construction of an 18,000 square foot single-story office building on
this site to accommodate existing tenant expansion needs and new tenants. The
new building was designed to match the three existing buildings and is expected
to be completed in the spring of 2003.
8
The Company has entered into contracts to acquire two office properties
within the next 60 days. The properties include a 186,000 square foot building
in Denver, Colorado and a 171,000 square foot building in Dallas, Texas. The
contracts are subject to a number of contingencies and there is no assurance
that these acquisitions will occur.
7. Mortgage Loans and Notes Payable
On April 4, 2002, the Company drew down the remaining available amount of
$1,030,201 on its loan from US Bank for a total outstanding balance of
$10,500,000. The loan is secured by a mortgage on Sheridan Center.
During the second quarter of 2002, the Company was approved for a
$29,700,000 long-term credit facility with a major life insurance company. This
facility will replace the existing short-term, variable rate mortgage loans on
Arrowhead Fountains, the Kellogg Building and Sheridan Center and will bear
interest at a fixed rate of 7.4%. This refinancing is expected to close in
December 2002, however, the loan is subject to a number of contingencies and
there is no assurance that this refinancing will actually occur.
In connection with the acquisition of Parkway Centre II, the Company
assumed a loan with a principal balance of $17,000,000 from J.P. Morgan Chase
Commercial Mortgage Securities Corporation. The loan bears interest at LIBOR
plus 195 basis points, due in monthly installments of interest only, with the
principal balance and accrued interest due on August 10, 2004. This loan may be
prepaid at any time without penalty.
The Company has a short-term revolving credit line from US Bank in the
amount of $300,000 and a $1,500,000 short-term unsecured credit line from
Sheridan Investments, LLC, a related party. At September 30, 2002, the Company
did not have an outstanding balance on either of these lines of credit.
9
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 this Form 10-QSB
and elsewhere.
Results Of Operations
---------------------
Comparison of the three-month period ended September 30, 2002 to the three-month period
ended September 30, 2001
---------------------------------------------------------------------------------------
Three-Month Periods Ended
September 30,
--------------------------
2002 2001 Change
----------- ----------- -----------
Rental revenue $ 3,782,972 $ 2,697,223 $ 1,085,749
Property operating expenses-
Operating expenses 952,445 687,590 264,855
Real estate taxes 381,528 220,080 161,448
Management fees 37,062 137,807 (100,745)
General and administrative expenses 338,457 162,985 175,472
Advisory fee 251,910 -- 251,910
Interest expense 955,557 845,987 109,570
Depreciation and amortization expense 770,501 534,296 236,205
----------- ----------- -----------
3,687,460 2,588,745 1,098,715
----------- ----------- -----------
Other Income/Loss-
Interest income 83,064 71,184 11,880
Equity in loss of unconsolidated affiliate (16,151) -- (16,151)
----------- ----------- -----------
66,913 71,184 (4,271)
----------- ----------- -----------
----------- ----------- -----------
Net Income $ 162,425 $ 179,662 $ (17,237)
=========== =========== ===========
Rental revenue
The increase in rental revenue is due primarily to the inclusion of the
operations of Arrowhead Fountains (acquired in November 2001), the Kellogg
Building (acquired in December 2001) and Parkway Centre II (acquired in
September 2002), offset by the exclusion of the operations of the Panorama Falls
building (80% of which was sold in December 2001).
Property operating expenses
Operating expenses and real estate taxes increased as a result of the
above-mentioned transactions.
The decrease in management fees is due to the Company's acquisition of
Sheridan Realty Advisors, LLC ("SRA") administrative and property management and
accounting services business, along with the elimination of those related fees,
effective January 1, 2002. Subsequent to January 1, 2002, management fees
decreased and general and administrative expenses increased due to the Company
being internally managed versus externally managed in 2001.
General and administrative expenses
The increase in general and administrative expenses is due to the
above-mentioned acquisition of SRA's administrative and property management and
accounting services business, together with an increase in corporate office
staff necessary to manage the Company's continued growth. It is anticipated that
general and administrative expenses will continue to increase as the Company
acquires additional assets.
10
Advisory fee
The expense recognized in 2002 represents the advisory fee earned by SRA in
connection with the acquisition of Parkway Centre II. These fees were previously
capitalized with the related acquisition costs, however, due to the amendment of
the Agreement effective January 1, 2002, the advisory and capital project fees
are being expensed beginning in 2002.
Interest expense
The increase in interest expense is due to an increase in the average
outstanding debt balance for the three-month period ended September 30, 2002 by
approximately 62% from the prior year period. The increase in debt is primarily
due to the above-mentioned transactions. The effect of the increase in debt
level is partially offset by a decrease in interest rates, which resulted in
lower interest costs on the Company's variable rate debt.
Depreciation and amortization expense
The increase in depreciation and amortization expense is due to the overall
increase in depreciable assets resulting from the above-mentioned transactions.
Interest income
Interest income increased due to higher average outstanding cash balances
in interest bearing accounts in 2002.
Equity in loss of unconsolidated affiliate
The equity in loss of unconsolidated affiliate recognized in 2002
represents the Company's share of the net loss of Panorama Falls. The Company
sold 80% of its interest in Panorama Falls in December 2001, retaining its
current 20% interest.
Comparison of the nine-month period ended September 30, 2002 to the nine-month period ended September 30, 2001
--------------------------------------------------------------------------------------------------------------
Nine-Month Periods Ended
September 30,
----------------------------
2002 2001 Change
------------ ------------ ------------
Rental revenue $ 10,937,842 $ 7,496,114 $ 3,441,728
Property operating expenses-
Operating expenses 2,725,931 1,955,488 770,443
Real estate taxes 1,006,350 594,282 412,068
Management fees 96,944 380,653 (283,709)
General and administrative expenses 1,070,091 521,266 548,825
Advisory fee 251,910 -- 251,910
Impairment of deferred rents receivable -- (326,113) 326,113
Interest expense 2,774,083 2,336,038 438,045
Depreciation and amortization expense 2,161,580 1,667,362 494,218
------------ ------------ ------------
10,086,889 7,781,202 2,305,687
------------ ------------ ------------
Other Income/Loss-
Interest income 135,961 92,366 43,595
Equity in loss of unconsolidated affiliates (60,197) (10,843) (49,354)
------------ ------------ ------------
75,764 81,523 (5,759)
------------ ------------ ------------
Income (loss) before gain on sale of real estate 926,717 (203,565) 1,130,282
------------ ------------ ------------
Gain on sale of real estate -- 1,143,698 (1,143,698)
------------ ------------ ------------
Net Income $ 926,717 $ 940,133 $ (13,416)
============ ============ ============
11
Rental revenue
The increase in rental revenue is due primarily to the inclusion of the
operations of Sheridan Plaza at Inverness, LLC (acquired in April 2001) for the
full nine months in 2002, Arrowhead Fountains (acquired in November 2001), the
Kellogg Building (acquired in December 2001) and Parkway Centre II (acquired in
September 2002), offset by the exclusion of the operations of the Giltedge
building (sold in June 2001) and the Panorama Falls building (80% of which was
sold in December 2001).
Property operating expenses
Operating expenses and real estate taxes increased as a result of the
above-mentioned transactions.
The decrease in management fees is due to the aforementioned acquisition of
SRA's administrative and property management and accounting services business.
General and administrative expenses
The increase in general and administrative expenses is primarily due to the
aforementioned acquisition of SRA's administrative and property management and
accounting services business, together with an increase in corporate office
staff necessary to manage the Company's continued growth.
Advisory fee
The expense recognized in 2002 represents the advisory fee earned by SRA in
connection with the acquisition of Parkway Centre II. These fees were previously
capitalized with the related acquisition costs, however, due to the amendment of
the Agreement effective January 1, 2002, the advisory and capital project fees
are being expensed beginning in 2002.
Impairment of deferred rents receivable
The charge recorded in 2001 represents an impairment of a deferred rent
receivable from a significant tenant, Rhythms NetConnections, Inc., which filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in August 2001.
Rhythms no longer occupies any space in any of the Company's buildings.
Interest expense
The increase in interest expense is due to an increase in the average
outstanding debt balance for the nine-month period ended September 30, 2002 by
approximately 62% from the prior year period. The increase in debt is primarily
due to the above-mentioned transactions. The effect of the increase in debt
level is partially offset by a decrease in interest rates, which resulted in
lower interest costs on the Company's variable rate debt.
Depreciation and amortization expense
The net increase in depreciation and amortization expense is due to the
overall increase in depreciable assets resulting from the above-mentioned
transactions offset by the accelerated amortization of the Rhythms lease
commission recorded during the second quarter of 2001.
Interest income
Interest income increased due to higher average outstanding cash balances
in interest bearing accounts in 2002.
Equity in loss of unconsolidated affiliates
The equity in loss of unconsolidated affiliate recognized in 2002
represents the Company's share of the net loss of Panorama Falls. The Company
sold 80% of its interest in Panorama Falls in December 2001, retaining its
current 20% interest.
The amount recognized in 2001 represents the Company's share of the net
loss of Sheridan Investments, LLC (which owned Sheridan Plaza at Inverness,
LLC). The original 9.639% interest in Sheridan Investments, LLC was acquired in
September 2000. This interest was then used as partial consideration for the
acquisition of 100% of Sheridan Plaza at Inverness, LLC in April 2001.
Gain on sale of real estate
The gain recognized in 2001 resulted from the sale of the Giltedge
building.
12
Liquidity And Capital Resources
-------------------------------
Liquidity
---------
Net cash from operations for the nine-month period ended September 30, 2002
was approximately $3.6 million and is the primary source of liquidity to fund
distributions, debt service and capital expenditures. The Company also has lines
of credit available to assist with such cash needs. In May 2002, the Company
completed a public offering of common stock, which raised approximately $22.8
million, net of commissions and expenses. The proceeds are being used to acquire
and refurbish additional properties, for capital improvements to existing
properties, including Arrowhead Fountains, Sheridan Center and the Kellogg
Building, in an amount up to $1,500,000, and for general corporate purposes.
The Company has entered into contracts to acquire two office properties
within the next 60 days. The properties include a 186,000 square foot building
in Denver, Colorado and a 171,000 square foot building in Dallas, Texas. The
contracts are subject to a number of contingencies and there is no assurance
that these acquisitions will occur.
Management believes that the cash flow from its existing properties and
future acquisitions, together with its existing lines of credit, proceeds from
the exercise of outstanding convertible securities and future capital
transactions, will be sufficient to meet the Company's working capital needs and
distribution requirements for the next year and beyond.
The Company desires to acquire additional properties. In order to do so, it
will need to raise additional debt and/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. The Company has entered into an agreement with a regional
investment bank to assist in raising additional equity capital for acquisitions,
capital improvements and working capital over the next few months.
Financing
---------
Mortgage loans are collateralized by all properties. The following table
details the scheduled maturities of mortgages as of September 30, 2002:
2002 $ 134,051
2003 23,762,132
2004 26,654,927
2005 488,010
2006 14,579,886
Thereafter 10,833,284
-----------
Total $76,452,290
===========
Included in the 2003 maturities is the outstanding balance on the mortgage
loan on Panorama Falls in the amount of $3,405,367. Although the Company sold
80% of its interest in the property, the Company has retained 100% of the loan
balance on its balance sheet due to its continued obligation. As an offset, the
Company has recorded a receivable for 80% of this amount as due from related
party, with the remaining 20% included in the investment in unconsolidated
affiliate balance.
As of September 30, 2002, total mortgage loans (including the Panorama
Falls loan) consisted of approximately $26.9 million of fixed rate debt with a
weighted-average interest rate of approximately 7.9% and approximately $49.6
million of variable rate debt with a weighted-average interest rate of
approximately 4.2%.
The Company has a short-term revolving credit line from US Bank in the
amount of $300,000 and a $1,500,000 short-term unsecured credit line from
Sheridan Investments, LLC, a related party. At September 30, 2002, the Company
did not have an outstanding balance on either of these lines of credit.
13
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
--------------------------
Certain statements in this Form 10-QSB that are not historical facts are
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on the Company's current expectations, beliefs, assumptions, estimates and
projections about the industry and markets in which the Company operates. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and variations of such words and similar expressions are intended to
identify such forward-looking statements. Information concerning expected
investment balances, expected funding sources, planned investments, forecasted
dates and revenue and expense growth assumptions are examples of forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions, which are difficult to
predict and many of which are beyond the Company's control. Therefore, actual
outcomes and results may differ materially from what is expressed, forecasted or
implied in such forward-looking statements. The Company undertakes no obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law.
The Company's operating results depend primarily on income from its
properties, which are substantially influenced by supply and demand for such
properties, operating expense levels, property level operations and the pace and
price at which the Company can develop, acquire or dispose of such properties.
Capital and credit market conditions, which affect the Company's cost of
capital, also influence operating results. See the Company's 2001 Form 10-KSB
"Item 1. Business" for a more complete discussion of risk factors that could
impact the Company's future financial performance.
Item 3. Controls and Procedures
-------------------------------
Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with participation of AmeriVest's
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures (as defined in
Rule 13a-14(c) and 15-14(c) under the Securities Exchange Act of 1934). Based on
their evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that disclosure controls and procedures are effective to ensure that
information required to be disclosed by AmeriVest in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. Subsequent to the date of their evaluation, there were no significant
changes in AmeriVest's internal controls or in other factors that could
significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
14
Part II. Other Information
Item 1. Legal Proceedings
-------------------------
Laura Smith v. Innerarity Austin, Inc. and AmeriVest Properties Inc. - no
change
Irma Carranza v. AmeriVest Properties Texas Inc. - no change
On August 23, 2002, a lawsuit was filed in the District Court, County of
Arapahoe, Colorado, against our AmeriVest Broadway Properties, Inc.
subsidiary, Sheridan Realty Advisors, LLC and Porter Construction Services,
Inc., by Jane Doe alleging that the defendants were negligent in
maintaining security at our Panorama Falls building. The plaintiff alleges
that due to the acts and omissions of the defendants, she was sexually
assaulted and continues to suffer from physical injuries and mental
anguish. The plaintiff seeks monetary relief, including exemplary damages,
and pre- and post-judgment interest as provided by law, costs of the
lawsuit and such other relief to which the plaintiff may be justly
entitled.
We have asserted a general denial of the material allegations in all
lawsuits. These lawsuits, if adversely determined, could have a material
adverse effect on our business and financial condition, and we cannot
assure you that other lawsuits will not be filed. Our insurance company is
defending us in these lawsuits.
Item 2. Changes in Securities and Use of Proceeds
-------------------------------------------------
On August 23, 2002, the Company issued 17,000 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. The 17,000 shares issued
represent a partial true up of the total shares to be issued in accordance
with the original agreement. For accounting purposes, the shares of common
stock were valued at $94,520 ($5.56 per share). The 17,000 shares of common
stock were issued in a transaction exempt from registration under Section
4(2) and the rules there under.
On September 6, 2002, the Company issued 52,893 shares of common stock to
Sheridan Realty Partners, L.P., a related party, as consideration for the
purchase of 2.55 acres of vacant land adjacent to Keystone Office Park in
Indianapolis, Indiana, valued at $320,000 ($6.05 per share). The
transaction was completed in accordance with the terms of an agreement to
purchase such land between Sheridan Realty Partners, L.P. and the Company.
The 52,893 shares of common stock were issued in a transaction exempt from
registration under Section 4(2) and the rules there under.
Item 6. Exhibits And Reports On Form 8-K
----------------------------------------
(a) Exhibits
------------
99.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K
-----------------------
(i) On August 9, 2002, the Registrant filed a Current Report on Form
8-K regarding a change of independent auditors.
(ii) On September 19, 2002, the Registrant filed a Current Report on
Form 8-K describing the acquisition of Parkway Centre II.
(iii) On November 13, 2002, the Registrant filed a Current Report on
Form 8-K/A-1 consisting of an amendment to the Current Report on
Form 8-K dated September 5, 2002 (filed September 19, 2002) and
included disclosures under "Item 7. Financial Statements and
Exhibits" for the acquisition of Parkway Centre II.
15
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 13, 2002
By: /s/ D. Scott Ikenberry
--------------------------
D. Scott Ikenberry
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
16
Certifications
--------------
I, William T. Atkins, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of AmeriVest
Properties Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of 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 of, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures 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
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
November 13, 2002
By: /s/ William T. Atkins
-------------------------
William T. Atkins
Chief Executive Officer
17
I, D. Scott Ikenberry, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of AmeriVest
Properties Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of 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 of, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures 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
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
November 13, 2002
By: /s/ D. Scott Ikenberry
--------------------------
D. Scott Ikenberry
Chief Financial Officer
18