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, 2001.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 1-14462
AmeriVest Properties Inc.
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(Exact name of small business issuer as specified in its charter.)
Maryland 84-1240264
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1780 South Bellaire Street, Suite 515
Denver, Colorado 80222
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(Zip Code)
(303) 297-1800
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(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
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As of May 14, 2001 the Registrant had outstanding 3,171,381 shares of common
stock, par value $.001.
Transitional Small Business Disclosure Format (check one):
Yes No X
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AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
FORM 10-QSB
MARCH 31, 2001
Table of Contents
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Part I Page No.
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Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 2001 (unaudited) and December 31, 2000 3
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31, 2001 and 2000
(unaudited) 4
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2001 and 2000
(unaudited) 5
Notes to Condensed Consolidated Financial Statements
(unaudited) 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
2
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS March 31, December 31,
2001 2000
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(Unaudited)
ASSETS
Investment in real estate
Land $ 8,761,566 $ 8,761,566
Buildings and improvements 34,808,776 32,210,274
Furniture, fixtures and equipment 68,188 68,793
Tenant improvements 764,587 645,429
Tenant leasing commissions 578,325 585,887
Less accumulated depreciation and amortization (3,537,121) (3,349,569)
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Net Investment in Real Estate 41,444,321 38,922,380
Cash and cash equivalents 1,135,295 1,046,976
Investment in unconsolidated affiliate, net 573,797 584,640
Accounts receivable 131,532 52,328
Deferred rents receivable 568,733 524,581
Deferred financing costs, net 393,026 411,634
Prepaid expenses, escrows and other assets 754,524 821,258
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Total Assets $ 45,001,228 $ 42,363,797
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LIABILITIES
Mortgage loans and notes payable $ 28,828,554 $ 28,122,856
Accounts payable and accrued expenses 2,671,562 1,025,466
Accrued real estate taxes 385,569 747,647
Prepaid rents and security deposits 707,390 737,207
Dividends payable 396,423 372,118
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Total Liabilities 32,989,498 31,005,294
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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 - 3,171,381 and
2,976,939 shares, respectively 3,171 2,977
Capital in excess of par value 12,883,985 11,879,099
Distributions in excess of accumulated earnings (875,426) (523,573)
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Total Stockholders' Equity 12,011,730 11,358,503
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Total Liabilities and Stockholders' Equity $ 45,001,228 $ 42,363,797
============ ============
The accompanying notes to condensed consolidated financial statements are an
integral part of these consolidated balance sheets.
3
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
2001 2000
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(Unaudited) (Unaudited)
REAL ESTATE OPERATING REVENUE
Rental Revenue
Commercial properties $ 1,979,081 $ 1,297,682
Storage properties -- 315,195
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1,979,081 1,612,877
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REAL ESTATE OPERATING EXPENSES
Property operating expenses
Operating expenses 586,649 412,173
Real estate taxes 147,980 157,079
Management fees 101,301 78,853
General and administrative 162,945 133,821
Interest 595,476 449,244
Depreciation and amortization 341,055 276,127
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1,935,406 1,507,297
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OTHER INCOME
Interest income 11,738 9,073
Equity in loss of unconsolidated affiliate (10,843) --
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895 9,073
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NET INCOME $ 44,570 $ 114,653
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NET INCOME PER COMMON SHARE
Basic $ 0.01 $ 0.05
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Diluted $ 0.01 $ 0.05
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic 2,990,868 2,228,850
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Diluted 3,012,600 2,230,018
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The accompanying notes to condensed consolidated financial statements are an
integral part of these consolidated financial statements.
4
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
2001 2000
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 44,570 $ 114,653
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 341,055 276,127
Amortization of deferred financing costs 18,608 11,751
Amortization of warrants 4,605 --
Equity in loss of unconsolidated affiliate 10,843 --
Accrued interest added to mortgage payable 123,894 --
Changes in assets and liabilities-
Increase in escrow deposits -- (4,503)
(Increase) decrease in receivables (79,204) 168
Increase in deferred rents receivables (44,152) --
(Increase) decrease in prepaid expenses, escrows
and other assets 66,734 69,709
Increase in accounts payable and accrued expenses 283,590 46,864
Decrease in other accrued liabilities (391,895) (218,442)
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Net cash from operating activities 378,648 296,327
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CASH FLOWS FROM INVESTING ACTIVITIES
Improvements of real estate (1,449,315) (22,889)
Leasing commissions paid (11,543) --
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Net cash from investing activities (1,460,858) (22,889)
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CASH FLOWS FROM FINANCING ACTIVITIES
Additions to mortgage loans and notes payable 645,310 --
Payments on mortgage loans and notes payable (63,506) (84,452)
Net proceeds from exercising of options and warrants 960,843 --
Dividends paid (372,118) (267,462)
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Net cash from financing activities 1,170,529 (351,914)
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NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 88,319 (78,476)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,046,976 458,336
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CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,135,295 $ 379,860
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest during the period $ 423,907 $ 437,893
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The accompanying notes to condensed consolidated financial statements are an
integral part of these consolidated financial statements.
5
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited)
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
During the quarter ended March 31, 2001, the Company incurred $2,604,044 in
costs related to the improvement of Sheridan Center, which are included in
investment in real estate on the accompanying balance sheet. Of these costs,
$1,362,506 are unpaid at March 31, 2001 and are included in accounts payable and
accrued expenses on the accompanying balance sheet.
The accompanying notes to condensed consolidated financial statements are an
integral part of these consolidated financial statements.
AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001 (Unaudited)
1. Organization
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AmeriVest Properties Inc. (the "Company") was incorporated under the laws of the
State of Delaware on August 25, 1993 and was reincorporated in the State of
Maryland in 1999. Effective January 1, 1996, the Company commenced operating as
a self-administered and self-managed real estate investment trust ("REIT"). The
Company owns and operates, through its wholly owned subsidiaries, an office
building in Appleton, Wisconsin, an office building complex in Indianapolis,
Indiana, eighteen commercial office properties in the State of Texas, and an
office building and a three-building office complex in Denver, Colorado.
2. General
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The unaudited financial statements included herein were prepared from the
records of the Company in accordance with generally accepted accounting
principles in the United States and reflect all adjustments which are, in the
opinion of management, necessary to provide a fair statement of the results of
operations and financial position for the interim periods. Such financial
statements generally conform to the presentation reflected in the Company's Form
10-KSB/A-2 filed with the Securities and Exchange Commission for the year ended
December 31, 2000 and should be read in conjunction with this Form 10-QSB.
The results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.
Certain prior period balances have been reclassified to conform to current
period presentation.
3. Agreement with Sheridan Realty Advisors, LLC
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Effective January 1, 2000 all of the Company's properties are managed under an
agreement (the "Agreement") with Sheridan Realty Advisors, LLC ("SRA"), which
also manages day-to-day operations of the Company and assists and advises the
Board of Directors on real estate acquisitions and investment opportunities.
Certain senior members of SRA are members of the Company's management team and
of the Company's Board of Directors. SRA receives an administrative fee, a
property management and accounting fee, an advisory fee and a development fee
for these services. In addition, SRA received incentive compensation in the form
of five-year warrants to purchase up to 750,000 shares of common stock at $5 per
share. Issuance of the warrants was approved by the shareholders at the annual
meeting on June 6, 2000. 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. The remaining 525,000 warrants vest in an amount equal to 2.1% of
capital deployed for real property acquisitions. During the three months ended
March 31, 2001, 61,201 of the remaining warrants vested and have an estimated
fair value of $39,633, which has been capitalized with the related acquisition
costs on the accompanying balance sheet.
7
4. Mortgage Loans and Notes Payable
--------------------------------
During the quarter ended March 31, 2001, the Company was advanced an additional
$395,310 on its existing loan agreement with US Bank National Association. The
proceeds were used to fund construction costs related to the improvement of
Sheridan Center. Additionally, the Company was advanced $250,000 on its
short-term revolving credit line from US Bank National Association to meet
working capital needs. The credit line was repaid in April 2001.
5. Subsequent Event
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On May 1, 2001, the Company announced an agreement with Sheridan Investments,
LLC, an affiliate, to purchase 100% of the ownership interests of Sheridan Plaza
at Inverness, LLC, effective April 1, 2001. Sheridan Plaza at Inverness, LLC
owns two office buildings located in Denver, Colorado. For accounting purposes,
the purchase price is $7,085,613, payable as follows: $705,934 by the Company
delivering its 9.639% preferred limited liability company membership interest in
Sheridan Investments, LLC and $6,379,679 payable in 1,121,209 shares of the
Company's common stock, valued at $5.69 per share (based on an average market
price of the shares over a period of several days before and after the date of
the announcement of the acquisition). The agreement is contingent upon receipt
of majority shareholder approval, and is scheduled to close as soon as
practicable after such approval is obtained.
Item 2. Management's Discussion and Analysis of Financial Condition and
----------------------------------------------------------------
Results of Operations.
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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.
Results Of Operations
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Three Months Ended March 31, 2001, Compared With Three Months Ended March 31,
2000.
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Real estate operating revenue increased by approximately $366,000, operating
expenses increased by approximately $174,000, and real estate taxes decreased by
approximately $9,000 for the three-month period ended March 31, 2001 as compared
to the same period in 2000, due primarily to the inclusion of the operations of
the Panorama Falls building (acquired in May 2000) and the Sheridan Center
office complex (acquired in September 2000) offset by the exclusion of the
operations of the four self-storage facilities (sold in August 2000). Operating
expenses also increased due to planned maintenance projects undertaken at
several properties and increased utility costs. Management fees increased by
approximately $22,000 in 2001 as a result of the increase in operating revenue,
and general and administrative expenses increased by approximately $29,000 due
the above mentioned acquisitions. Interest expense increased by approximately
$146,000 due to the increase in mortgage loans and notes payable, and
depreciation and amortization increased by approximately $65,000 due to the
increase in depreciable real estate assets.
Interest income increased by approximately $3,000 from 2000 due to the increase
in the average outstanding balance of cash and cash equivalents and interest
bearing escrows. The equity in loss of unconsolidated affiliate recognized in
2001 represents the Company's share of the net loss of Sheridan Plaza at
Inverness, LLC. The Company acquired its interest in Sheridan Plaza at
Inverness, LLC in September 2000.
8
As a result of the revenue and expense items described above, net income for the
three months ended March 31, 2001 was $44,570, or $.01 per share (basic and
diluted), as compared to $114,653, or $.05 per share (basic and diluted), for
the three months ended March 31, 2000.
Revenues for the three months ended March 31, 2001 include approximately
$242,000 of rental revenue from the Panorama Falls building. This building is
84% leased to Rhythms NetConnections Inc., a corporation that has reported
losses and announced publicly that it is dealing with difficult market
conditions. During the past few months, Rhythms has attempted to reduce its
operating expenses and conserve its financial resources by terminating more than
41 percent of its employees. As of the date of this report, Rhythms was
continuing to make all rent payments but had vacated a majority of the leased
premises with statements to the building manager that it still intended to keep
its Panorama Falls lease. If Rhythms were to default on its Panorama Falls
lease, it could have a substantial adverse effect on the Company's revenues.
Nevertheless, Management of the Company believes that, subject to market
conditions, any adverse effect on the Company would be short-lived.
Liquidity And Capital Resources
-------------------------------
From December 31, 2000 to March 31, 2001, net investment in real estate
increased by approximately $2,522,000. The net increase was primarily due to the
renovation of Sheridan Center, net of depreciation for the three-month period of
$341,000.
At March 31, 2001, the Company had approximately $1,135,000 of cash and cash
equivalents, including approximately $396,000 of cash to be utilized for a
stockholder dividend distribution, which was paid on April 17, 2001. As compared
with December 31, 2000, accounts receivable increased by approximately $79,000,
and prepaid expenses, escrow and other assets decreased by $67,000 due to normal
business fluctuations. Net deferred financing costs decreased by approximately
$19,000 due to amortization.
Mortgage loans and notes payable increased by approximately $706,000, primarily
due to additional advances on existing mortgage loans offset by scheduled
principal payments. Accounts payable and accrued expenses increased by
approximately $1,646,000, primarily due to the increased costs related to the
renovation of Sheridan Center. Accrued real estate taxes decreased by
approximately $362,000 due to the payment of 2000 real estate taxes in the first
quarter of 2001 offset by the accrual for the three-month period. Prepaid rents
and security deposits decreased by approximately $30,000 due primarily to normal
business fluctuations. Dividends payable increased by approximately $24,000,
which is attributable to the increase in the number of shares of common stock
outstanding.
The Company desires to acquire additional properties and, in order to do so, it
will need to raise additional debt or equity capital. The Company also intends
to obtain credit facilities for short and long-term borrowing with commercial
banks or other financial institutions. The issuance of such securities or
increase in debt for additional properties, of which there is no assurance,
could adversely affect the amount of dividends paid to stockholders.
Management believes that the cash flow from its properties, together with its
existing bank line of credit, will be sufficient to meet the Company's working
capital needs for the next year. The Company has a short-term revolving credit
line from US Bank in the amount of $300,000. At March 31, 2001, the Company had
an outstanding balance of $250,000 on the line of credit.
9
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 should materialize.
New Technical Pronouncements
----------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). The Company is required to adopt SFAS
No. 133 as of January 1, 2001. SFAS No. 133 establishes methods of accounting
for derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. To date, the Company's adoption
of SFAS No. 133 has not had a material impact on its financial statements, as it
has not entered into any derivative financial instruments or hedging activities.
In March 2000, the FASB issued FASB Interpretation ("FIN") No. 44, "Accounting
for Certain Transactions Involving Stock Compensation." FIN No. 44 provides
clarification and guidance on applying APB No. 25. FIN No. 44 generally provides
for prospective application for grants or modifications to existing stock
options or awards made after June 30, 2000. The Company's adoption of FIN No. 44
did not have a material impact on its financial statements.
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934.
Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, it can give no assurance that such
expectations and assumptions will prove to have been correct. See the Company's
Annual Report on Form 10-KSB 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.
10
Part II. Other Information
Item 5. Other Information
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None.
Item 6. Exhibits And Reports On Form 8-K.
---------------------------------
(a) During the quarter ended March 31, 2001, the Registrant filed
a Current Report on Form 8-K describing materials that may be
presented during meetings with analysts and others.
SIGNATURES
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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.
May 15, 2001
By: /s/ D. Scott Ikenberry
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D. Scott Ikenberry
Chief Financial Officer