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, 2003.
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 100, 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 [ ]
The number of shares of the issuer's common stock outstanding as of May 9,
2003 was 11,565,534.
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 March 31, 2003
and December 31, 2002 (unaudited)......................................... 3
Consolidated Statements of Operations for the three-month periods
ended March 31, 2003 and 2002 (unaudited)................................. 4
Consolidated Statement of Stockholders' Equity for the three-month period
ended March 31, 2003 (unaudited).......................................... 5
Consolidated Statements of Cash Flows for the three-month periods
ended March 31, 2003 and 2002 (unaudited)................................. 6
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
(unaudited)
March 31, December 31,
2003 2002
------------- -------------
ASSETS
Investment in real estate-
Land $ 23,080,999 $ 20,730,999
Buildings and improvements 140,034,051 124,861,852
Furniture, fixtures and equipment 511,349 467,188
Tenant improvements 3,323,229 2,969,044
Tenant leasing commissions 2,878,005 2,339,876
Less: accumulated depreciation and amortization (7,732,884) (6,383,631)
------------- -------------
Net investment in real estate 162,094,749 144,985,328
Cash and cash equivalents 2,759,464 2,318,566
Escrow deposits 2,888,241 2,335,519
Investment in unconsolidated affiliate 1,387,879 1,390,560
Due from related party 3,289,507 3,257,826
Due from unconsolidated affiliate 215,267 217,578
Accounts receivable 464,513 286,691
Deferred rents receivable 845,898 671,737
Deferred financing costs, net of accumulated amortization
of $242,892 and $130,773, respectively 1,469,878 1,243,907
Prepaid expenses and other assets 348,130 475,875
------------- -------------
Total assets $ 175,763,526 $ 157,183,587
============= =============
LIABILITIES
Mortgage loans and notes payable $ 122,959,470 $ 106,094,232
Accounts payable and accrued expenses 2,394,191 2,384,620
Accrued real estate taxes 1,970,398 1,714,594
Prepaid rents, deferred revenue and security deposits 1,701,736 1,656,507
Dividends payable 1,500,553 1,437,834
------------- -------------
Total liabilities 130,526,348 113,287,787
------------- -------------
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 - 11,542,713 and 11,060,260 shares,
respectively 11,543 11,060
Capital in excess of par value 57,683,967 55,247,483
Distributions in excess of accumulated earnings (12,458,332) (11,362,743)
------------- -------------
Total stockholders' equity 45,237,178 43,895,800
------------- -------------
Total liabilities and stockholders' equity $ 175,763,526 $ 157,183,587
============= =============
See accompanying notes to consolidated financial statements.
3
AMERIVEST PROPERTIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three-
Month Periods Ended
March 31,
----------------------------
2003 2002
------------ ------------
REAL ESTATE OPERATING REVENUE
Rental revenue $ 6,814,528 $ 3,626,052
REAL ESTATE OPERATING EXPENSES
Property operating expenses:
Operating expenses 1,635,478 886,095
Real estate taxes 771,761 367,023
Management fees 43,477 28,062
General and administrative expenses 837,080 352,308
Interest expense 1,756,270 898,356
Depreciation and amortization expense 1,360,713 684,930
------------ ------------
Total operating expenses 6,404,779 3,216,774
------------ ------------
OTHER INCOME/(LOSS)
Interest income 5,817 2,081
Equity in loss of unconsolidated affiliate (10,602) (20,397)
------------ ------------
Total other income/(loss) (4,785) (18,316)
------------ ------------
NET INCOME $ 404,964 $ 390,962
============ ============
EARNINGS PER SHARE
Basic $ 0.04 $ 0.06
============ ============
Diluted $ 0.04 $ 0.06
============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic 11,100,292 6,696,961
============ ============
Diluted 11,203,104 6,863,423
============ ============
See accompanying notes to consolidated financial statements.
4
AMERIVEST PROPERTIES INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(unaudited)
Distributions
Common Stock Capital in in Excess of
--------------------------- Excess of Accumulated
Shares Amount Par Value Earnings Total
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2002 11,060,260 $ 11,060 $ 55,247,483 $(11,362,743) $ 43,895,800
Issuance of common stock:
Warrants exercised 452,000 452 2,259,548 -- 2,260,000
Stock options exercised 8,000 8 45,592 -- 45,600
Dividend Re-Investment Plan ("DRIP") 20,927 21 122,159 -- 122,180
Company 401(k) plan common stock
match 1,526 2 9,185 -- 9,187
Dividends declared -- -- -- (1,500,553) (1,500,553)
Net income -- -- -- 404,964 404,964
------------ ------------ ------------ ------------ ------------
Balance at March 31, 2003 11,542,713 $ 11,543 $ 57,683,967 $(12,458,332) $ 45,237,178
============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements.
5
AMERIVEST PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three-Month Periods Ended
March 31,
----------------------------
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 404,964 $ 390,962
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization expense 1,360,713 684,930
Amortization of deferred financing costs 112,119 40,630
Amortization of warrants -- 4,604
Equity in loss of unconsolidated affiliate 10,602 20,397
Common stock issued to the Company's 401(k) plan 9,187 --
Changes in assets and liabilities:
Accounts receivable (177,822) (203,391)
Deferred rents receivable (174,161) (73,471)
Prepaid expenses and other assets 127,745 (205,824)
Accounts payable and accrued expenses 9,571 710,211
Other accrued liabilities 301,033 (48,104)
------------ ------------
Net cash flows provided by operating activities 1,983,951 1,320,944
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions and improvements of real estate (18,320,401) (1,009,058)
Leasing commissions paid (149,734) (49,571)
Net advances to unconsolidated affiliate 2,311 --
------------ ------------
Net cash flows used in investing activities (18,467,824) (1,058,629)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to mortgage loans and notes payable 17,000,000 300,000
Payments on mortgage loans and notes payable (174,363) (123,509)
Payment of deferred financing costs (338,090) (13,906)
Net proceeds from exercising of options and warrants 2,305,600 --
Increase in escrow deposits (552,722) (178,994)
Dividends paid (1,315,654) (736,480)
------------ ------------
Net cash flows provided by (used in) financing activities 16,924,771 (752,889)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 440,898 (490,574)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,318,566 1,119,355
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,759,464 $ 628,781
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest during the period $ 1,394,058 $ 831,593
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued to the Dividend Re-Investment Plan ("DRIP") $ 122,180 $ 98,802
============ ============
See accompanying notes to consolidated financial statements.
6
AMERIVEST PROPERTIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 (unaudited)
1. Organization
------------
AmeriVest Properties Inc. (the "Company") is incorporated under the laws of
the State of Maryland and operates as a self-administered and self-managed real
estate investment trust ("REIT"). The Company primarily invests in and operates
commercial office buildings in selective markets and leases the commercial
office buildings to small and medium size tenants. As of March 31, 2003, the
Company owns and operates, through its wholly-owned subsidiaries, the following
properties:
Property Location
-------- --------
Southwest Gas Phoenix, AZ
Chateau Plaza Dallas, TX
Centerra Denver, CO
Parkway Centre II Plano, TX
Kellogg Building Littleton, CO
Arrowhead Fountains Peoria, AZ
AmeriVest Plaza at Inverness Englewood, CO
Sheridan Center Denver, CO
Keystone Office Park Indianapolis, IN
Panorama Falls (a) Englewood, CO
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 Clifton, Georgetown, Henderson and
Mineral Wells, Texas.
(c) Eleven of these thirteen buildings are leased primarily to various
agencies of the State of Texas. The buildings are located in Lubbock,
El Paso (2), Clint, Temple, Bellville, Columbus, Hempstead, Mission,
Arlington, Marshall, Amarillo and Paris, 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, 2002. The consolidated results of operations for the
three months ended March 31, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003. 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,
2002.
Certain prior period balances have been reclassified to conform to current
period presentation.
3. New Accounting Pronouncements
-----------------------------
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". The Company adopted SFAS No. 145 on January 1, 2003. SFAS No. 145
significantly limits the treatment of losses associated with early
extinguishment of debt as an extraordinary item. In accordance with SFAS No.
145, early extinguishments no longer qualify for extraordinary item treatment.
The Company's adoption of SFAS No. 145 did not have a material impact on its
financial position, results of operations or cash flows.
7
In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities." The Company adopted SFAS No. 146 on January
1, 2003. SFAS No. 146 requires that certain expenses associated with
restructuring charges be accrued as liabilities in the period in which the
liability is incurred. The Company's adoption of SFAS No. 146 did not have a
material impact on its financial position, results of operations or cash flows.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The Company's adoption of Interpretation No. 45 did not
have a material impact on its financial position, results of operations or cash
flows.
In December 2002, the Company adopted SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123." The Company's adoption of SFAS No. 148 did not have a
material impact on its financial position, results of operations or cash flows.
The Company applies Accounting Principles Board ("APB") Opinion No. 25 and
related interpretations in accounting for its stock option plan. Accordingly,
the Company does not recognize compensation cost for options granted to
employees whose exercise price is equal to or exceeds the fair value of the
underlying stock as of the grant date and which qualify for fixed plan
treatment.
Options and warrants issued to non-employees in exchange for goods or
services are accounted for based on the fair value of the equity instruments
issued. The measurement date is considered to be the issuance date, or if there
are performance vesting provisions, when earned.
The Company has adopted the disclosure-only provisions of SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure, an
amendment of FASB Statement No. 123." Had compensation cost for the Company's
stock option plan been determined based on the fair value at the grant date
consistent with the provisions of SFAS No. 148, the Company's net income and net
income per share for the three-month periods ended March 31, 2003 and 2002 would
have been changed to the pro forma amounts indicated below:
For the Three-
Month Periods Ended
March 31,
------------------------
2003 2002
---------- -----------
Net income - as reported $ 404,964 $ 390,962
Total stock-based compensation expense based
on fair value (23,724) (3,377)
---------- -----------
Net income - pro forma $ 381,240 $ 387,585
========== ===========
Net income per basic share - as reported $ 0.04 $ 0.06
========== ===========
Net income per diluted share - as reported $ 0.04 $ 0.06
========== ===========
Net income per basic share - pro forma $ 0.03 $ 0.06
========== ===========
Net income per diluted share - pro forma $ 0.03 $ 0.06
========== ===========
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants: dividend yield of 8.5% to 11.3%, expected
volatility of 25% to 30%, discount rate of 2.9% to 6.4%, and expected option
lives of 5 years.
8
In January 2003, the Company adopted Interpretation No. 46 "Consolidation
of Variable Interest Entities." This Interpretation clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," and
requires the consolidation of results of variable interest entities in which the
Company has a majority variable interest. The Company's adoption of
Interpretation No. 46 did not have a material impact on its financial position,
results of operations or cash flows.
4. Acquisitions
------------
On February 6, 2003, the Company acquired the Southwest Gas Building. The
Southwest Gas Building is located in Phoenix, Arizona and contains 147,660
rentable square feet on 7.38 acres of land. The purchase price for the Southwest
Gas Building was $17,000,000, which was paid with $11,900,000 from a revolving
credit facility with Fleet National Bank and $5,100,000 from a short-term loan
also from Fleet National Bank.
5. Mortgage Loans and Notes Payable
--------------------------------
On February 6, 2003, the Company increased its revolving line of credit
with Fleet National Bank from $30,000,000 to $42,000,000. At March 31, 2003,
$40,357,660 was outstanding on this facility. Outstanding balances on this
facility continue to bear interest at LIBOR plus 275 basis points and are due on
November 12, 2005. The Company also obtained a $5,100,000 short-term loan from
Fleet National Bank. This loan bears interest at LIBOR plus 500 basis points and
is due on August 6, 2003. Proceeds from the revolving credit facility and the
short-term loan were used to acquire the Southwest Gas Building.
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 periods ended March 31, 2003 and 2002:
Three-Month Periods Ended
March 31,
--------------------------
2003 2002 Change
----------- ----------- -----------
Rental revenue $ 6,814,528 $ 3,626,052 $ 3,188,476
Property operating expenses:
Operating expenses 1,635,478 886,095 749,383
Real estate taxes 771,761 367,023 404,738
Management fees 43,477 28,062 15,415
General and administrative expenses 837,080 352,308 484,772
Interest expense 1,756,270 898,356 857,914
Depreciation and amortization expense 1,360,713 684,930 675,783
----------- ----------- -----------
Total operating expenses 6,404,779 3,216,774 3,188,005
----------- ----------- -----------
Other income/(loss)
Interest income 5,817 2,081 3,736
Equity in loss of unconsolidated affiliate (10,602) (20,397) 9,795
----------- ----------- -----------
Total other income/(loss) (4,785) (18,316) 13,531
----------- ----------- -----------
Net income $ 404,964 $ 390,962 $ 14,002
=========== =========== ===========
Rental revenue
The increase in rental revenue is primarily due to the inclusion of the
operations of the late-2002 and early-2003 property acquisitions, including
Parkway Centre II (September 2002), Centerra (November 2002), Chateau Plaza
(November 2002) and the Southwest Gas Building (February 2003).
Property operating expenses
Operating expenses and real estate taxes increased as a result of the
above-mentioned transactions.
Management fees are paid to third-party providers for the property
management of Parkway Centre II, the Bank of America Buildings and the State of
Texas Buildings. The increase in management fees is due to the acquisition of
Parkway Centre II.
General and administrative expenses
The increase in general and administrative expenses is primarily due to the
termination of the advisory agreement with the Company's former advisor,
Sheridan Realty Advisors, effective November 1, 2002 whereby all of the
remaining employees of Sheridan Realty Advisors became employees of the Company.
Additionally, approximately $200,000 in legal, accounting, investor relations,
shareholder services and travel expenses related to the preparation and mailing
of the 2002 Annual Report and proxy statement and first quarter investor
relations initiatives. Such expenses increased over the prior year quarter due
to a significantly larger shareholder base. Also, during the quarter the Company
began to accrue approximately $36,000 per quarter for non-cash long-term stock
compensation for certain of the Company's executive officers as provided by the
Long-Term Incentive Plan. This plan is being presented for shareholder approval
at this year's annual meeting in late-May. It is anticipated that general and
administrative expenses will continue to increase as the Company acquires
additional assets.
10
Interest expense
The increase in interest expense is due to the increase in the outstanding
mortgage debt resulting from the above-mentioned transactions.
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 2003.
Equity in loss of unconsolidated affiliate
The equity in loss of unconsolidated affiliate 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 net
loss of Panorama Falls has decreased due to improved property operations
resulting from the lease up of the property from approximately 16% at the time
of sale to approximately 71% at March 31, 2003.
Liquidity And Capital Resources
-------------------------------
Operating Activities
Net cash flows from operations were approximately $1,984,000 for the
three-month period ended March 31, 2003, an increase of approximately $663,000
from the prior year period. This increase is primarily due to the inclusion of
the operations of the late-2002 and early-2003 property acquisitions. This is
the primary source to fund dividend payments, debt service and capital
expenditures. Management believes that the cash flow from the Company's existing
properties will be sufficient to meet its working capital needs for this year
and beyond.
Investing and Financing Activities
Net cash flows used in investing activities were approximately $18,468,000
for the three-month period ended March 31, 2003, of which $17,000,000 represents
the acquisition of the Southwest Gas Building. The remainder represents
recurring capital improvement, tenant improvement and leasing commission costs.
Net cash flows from financing activities were approximately $16,925,000 for
the three-month period ended March 31, 2003, of which $17,000,000 represents the
loan proceeds used to acquire the Southwest Gas Building.
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 to acquire additional properties, of which there
is no assurance, could adversely affect the amount of cash available to pay
dividends to stockholders.
11
Scheduled Debt Maturities and Interest Rate Information
The following table details the scheduled maturities of mortgage loans and
notes payable outstanding as of March 31, 2003:
2003 $ 9,899,292
2004 17,931,655
2005 41,364,912
2006 15,139,761
2007 969,752
Thereafter 37,654,098
-------------
Total $ 122,959,470
=============
Included in the 2003 maturities is the outstanding balance on the mortgage
loan on Panorama Falls in the amount of $4,111,884. 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 March 31, 2003, approximately 46% of the total mortgage loans
outstanding (including the Panorama Falls loan) are fixed rate loans with a
weighted-average interest rate of approximately 7.7% and 54% are variable rate
loans with a weighted-average interest rate of approximately 4.1%. The decrease
in the proportion of fixed rate debt from 53% at December 31, 2002 to 46% at
March 31, 2003 is attributable to the acquisition of the Southwest Gas Building
using variable rate debt. The Company intends to refinance some of its variable
rate debt to fixed rate debt upon stabilization of the underlying mortgaged
properties.
New Accounting Pronouncements
-----------------------------
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". The Company adopted SFAS No. 145 on January 1, 2003. SFAS No. 145
significantly limits the treatment of losses associated with early
extinguishment of debt as an extraordinary item. In accordance with SFAS No.
145, early extinguishments no longer qualify for extraordinary item treatment.
The Company's adoption of SFAS No. 145 did not have a material impact on its
financial position, results of operations or cash flows.
In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities." The Company adopted SFAS No. 146 on January
1, 2003. SFAS No. 146 requires that certain expenses associated with
restructuring charges be accrued as liabilities in the period in which the
liability is incurred. The Company's adoption of SFAS No. 146 did not have a
material impact on its financial position, results of operations or cash flows.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34." This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The Company's adoption of Interpretation No. 45 did not
have a material impact on its financial position, results of operations or cash
flows.
In December 2002, the Company adopted SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123." The Company's adoption of SFAS No. 148 did not have a
material impact on its financial position, results of operations or cash flows.
In January 2003, the Company adopted Interpretation No. 46 "Consolidation
of Variable Interest Entities." This Interpretation clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," and
requires the consolidation of results of variable interest entities in which the
Company has a majority variable interest. The Company's adoption of
Interpretation No. 46 did not have a material impact on its financial position,
results of operations or cash flows.
12
Critical Accounting Policies
The discussion and analysis of the Company's financial condition and
results of operations are based upon its consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
require management to make estimates and judgments that affect the reported
amounts of assets and liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities at the date of the financial statements.
Actual results may differ from these estimates under different assumptions or
conditions.
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, which would potentially result in
materially different results under different assumptions and conditions. The
Company believes that its critical accounting policies are limited to those
described below.
Investment in Real Estate
Upon acquisition, the purchase price of a property is allocated to land,
building, leasing commissions and other intangible assets and associated
liabilities as required by SFAS No. 141 "Business Combinations." The allocation
to land is based on an estimate of its fair value based on all available
information including appraisals. The allocation to leasing commissions, as
required by SFAS No. 141, represents the value associated with the in-place
leases, including leasing commission, legal and other related costs. Also
required by SFAS No. 141, is the creation of an intangible asset or liability
resulting from in-place leases being above or below the market rental rates on
the date of acquisition. This asset or liability is amortized over the life of
the remaining in-place leases as an adjustment to revenue.
Investment in real estate is stated at cost. Depreciation and amortization
are computed on a straight-line basis over the estimated useful lives as
follows:
Description Estimated Useful Lives
----------- ----------------------
Land Not depreciated
Buildings and improvements 20 to 40 years
Furniture, fixtures and equipment 5 to 7 years
Tenant improvements and leasing commissions Term of related lease
Maintenance and repairs are expensed as incurred and improvements are
capitalized. The cost of assets sold or retired and the related accumulated
depreciation and/or amortization are removed from the accounts and the resulting
gain or loss is reflected in operations in the period in which such sale or
retirement occurs. Allocating the purchase price of a property to the different
components of investment in real estate, determining whether expenditures meet
the criteria for capitalization and assigning depreciable lives is considered to
be critical because it requires management to exercise significant judgment.
Valuation of Real Estate Assets
Long-lived assets to be held and used by the Company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company continually
evaluates the recoverability of its long-lived assets based on estimated future
cash flows from and the estimated liquidation value of such long-lived assets,
and provides for impairment if such undiscounted cash flows are insufficient to
recover the carrying amount of the long-lived asset. Valuation of real estate
assets is considered to be critical because the evaluation of impairment and the
determination of fair values involve management's assumptions relating to future
economic events that could materially affect the determination of the fair
value, and therefore the carrying value of real estate.
13
Revenue Recognition
Certain leases provide for tenant occupancy during periods for which no
rent is due or where minimum rent payments increase during the term of the
lease. Rental revenue is recorded for the full term of each lease on a
straight-line basis. Accordingly, the Company records a receivable from tenants
for rents that it expects to collect over the remaining lease term as deferred
rents receivable. When the Company acquires a property, the term of the existing
leases is considered to commence as of the acquisition date for the purposes of
this calculation. Revenue recognition is considered to be critical because the
evaluation of the realizability of such deferred rents receivable involves
management's assumptions relating to such tenant's viability.
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 2002 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
-------------------------
The following lawsuits were previously reported in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2002, filed with the
Securities and Exchange Commission on March 31, 2003:
o Laura Smith v. Innerarity Austin, Inc. and AmeriVest Properties Inc. -
no change
o Irma Carranza v. AmeriVest Properties Texas Inc. - no change
o Jane Doe v. AmeriVest Broadway Properties Inc. - no change
The Company has asserted a general denial of the material allegations in
all lawsuits and the Company's insurance companies are defending the Company in
these lawsuits and are responsible for all costs. The Company believes that
these lawsuits will not be adversely determined and/or will not have any effect
on the Company's business and financial condition.
Item 2. Changes in Securities and Use of Proceeds
-------------------------------------------------
None
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
-------------------
1. Current Report on Form 8-K dated December 23, 2002 (filed January
7, 2003). This Current Report included disclosures under "Item 5.
Other Events and Required FD Disclosure" and "Item 7. Financial
Statements and Exhibits".
2. Current Report on Form 8-K dated February 6, 2003 (filed February
21, 2003). This Current Report included disclosures under "Item
2. Acquisition or Disposition of Assets" and "Item 7. Financial
Statements and Exhibits". The financial statements were included
in an amendment to this Current Report, described below.
3. Current Report on Form 8-K/A dated February 6, 2003 (filed April
22, 2003). This Current Report consisted of an amendment to the
Current Report on Form 8-K dated February 6, 2003 filed on
February 21, 2003 and included disclosures under "Item 7.
Financial Statements and Exhibits". The financial statements
included were an Independent Auditors' Report; Statement of
Revenue and Certain Expenses for the year ended December 31,
2002; Notes to Statement of Revenue and Certain Expenses; Pro
Forma Consolidated Balance Sheet as of December 31, 2002
(unaudited); Pro Forma Consolidated Statement of Operations
(unaudited) for the year ended December 31, 2002; Notes to Pro
Forma Consolidated Financial Statements (unaudited); Statement of
Estimated Taxable Operating Results and Cash to be Made Available
by Operations for the Year ended December 31, 2002 (unaudited);
and Note to Statement of Estimated Taxable Operating Results and
Cash to be Made Available by Operations.
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.
May 9, 2003
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 for, 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 we 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.
May 9, 2003
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 for, 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 we 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.
May 9, 2003
By: /s/ D. Scott Ikenberry
---------------------------------
D. Scott Ikenberry
Chief Financial Officer
18