-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lyHOI3CVRMLPHReXIvPqZJzhm+uxOHSC5l2D9wBFFaAyplw9fYaZqJojAtjcGA7R UKasVlSlcuDUwOVZR+wo9Q== 0000910643-94-000008.txt : 19940316 0000910643-94-000008.hdr.sgml : 19940316 ACCESSION NUMBER: 0000910643-94-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940131 FILED AS OF DATE: 19940315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-08459 FILM NUMBER: 94516046 BUSINESS ADDRESS: STREET 1: 1120 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128693000 10-Q 1 NEW PLAN 10-Q ENDED 1/31/94 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number 1-8459 NEW PLAN REALTY TRUST AND SUBSIDIARIES (Exact name of registrant as specified in its charter) MASSACHUSETTS 13-1995781 (State or other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 1120 Avenue of the Americas New York, New York 10036 (Address of Principal Executive Office)(Zip Code) 212-869-3000 Registrant's Telephone Number Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ The number of shares outstanding at March 3, 1994 was 49,265,696. Total number of pages 10 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JANUARY 31, 1994 AND JULY 31, 1993 (UNAUDITED) (IN THOUSANDS)
1/31/94 7/31/93 --------- ---------- ASSETS: - --------------------------- Real estate, at cost Land and buildings 535,868 $388,228 Less accumulated depreciation and amortization 42,950 38,183 ---------- ---------- 492,918 350,045 Cash and cash equivalents 5,608 102,312 Marketable securities (note B) 8,191 47,988 Mortgages and notes receivable 22,622 24,135 Trade and notes receivable 5,340 3,904 Other receivables 1,445 1,916 Prepaid expenses and deferred charges 2,931 1,465 Other assets 1,486 2,483 ---------- ---------- TOTAL ASSETS $540,541 $534,248 ========== ========== LIABILITIES: - --------------------------- Mortgages payable 28,466 23,321 Accounts payable and other liabilities 8,945 8,808 Tenants' security deposits 1,990 1,548 ---------- ---------- TOTAL LIABILITIES 39,401 33,677 SHAREHOLDERS' EQUITY: - --------------------------- Shares of beneficial interest without par value**, unlimited authorization; issued and outstanding 538,257 530,901 Less: Loans receivable for share purchases 2,555 2,761 Distributions in excess of net income 34,562 27,569 ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 501,140 500,571 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $540,541 $534,248 ========== ========== ** SHARES ISSUED AND OUTSTANDING 49,266 48,957 ========== ==========
See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED 01/31/94 01/31/93 01/31/94 01/31/93 -------------------- ------------------ REVENUES - --------------------------------- Rental income and related revenues $23,823 $15,340 $43,880 $30,132 Interest and dividend income 1,039 3,008 2,886 6,343 -------- --------- -------- -------- 24,862 18,348 46,766 36,475 -------- --------- -------- -------- OPERATING EXPENSES - --------------------------------- Operating costs 5,510 3,379 9,616 6,414 Leasehold rents 143 110 252 219 Real estate and other taxes 2,347 1,727 4,546 3,382 Mortgage and other interest 528 357 978 768 Depreciation and amortization 2,818 1,765 5,218 3,467 Provision for doubtful accounts, net of recoveries (Note D) 274 (44) 553 190 -------- --------- -------- -------- 11,620 7,294 21,163 14,440 -------- --------- -------- -------- Administrative expenses 798 676 1,589 1,244 -------- --------- -------- -------- INCOME BEFORE GAIN ON SALE OF PROPERTY AND SECURITIES 12,444 10,378 24,014 20,791 -------- --------- -------- -------- Gain on sale of property (8) - 460 - Gain on sale of securities, net 505 300 531 302 -------- --------- -------- -------- NET INCOME $12,941 $10,678 $25,005 $21,093 ======== ========= ======== ======== NET INCOME PER SHARE $0.26 $0.22 $0.51 $0.44 DIVIDENDS PER SHARE $0.3275 $0.3175 $0.6525 $0.6325 WEIGHTED AVERAGE SHARES OUTSTANDING 49,136 48,546 49,070 48,482
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) (Note C)
Six Months Ended January 31, 1994 1993 ----------- ----------- OPERATING ACTIVITIES - ----------------------------- Net Income $25,005 $21,093 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,218 3,467 ------------ ---------- 30,223 24,560 Gain on sale of property (460) - Gain on sale of securities, net (531) (302) Changes in operating assets and liabilities, net Increase in trade and notes receivable (1,838) (1,411) Decrease / (Increase) in other receivables 471 (211) Increase in allowance for doubtful accounts 402 260 Increase in other liabilities 137 374 Increase in net sundry assets and liabilities (157) (908) ------------ ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 28,247 22,362 ------------ ---------- INVESTING ACTIVITIES - ----------------------------- Sales of marketable securities 41,626 8,569 Purchases of marketable securities (1,298) (9,202) Net proceeds from the sale of property 1,996 - Purchase and improvement of properties (137,480) (49,391) Repayment of mortgage notes receivable 1,513 9,407 ------------ ---------- NET CASH USED IN INVESTING ACTIVITIES (93,643) (40,617) ------------ ---------- FINANCING ACTIVITIES - ----------------------------- Distributions to shareholders (31,998) (30,651) Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 7,070 5,193 Issuance of shares of beneficial interest upon exercise of stock options 288 56 Principal payments on mortgages (180) (474) Repayment of mortgages (6,694) (5,238) Repayment of loans receivable for the purchase of shares of beneficial interest 206 156 ------------ ---------- NET CASH USED IN FINANCING ACTIVITIES (31,308) (30,958) ------------ ---------- DECREASE IN CASH AND CASH EQUIVALENTS (96,704) (49,213) Cash and cash equivalents at beginning of year 102,312 177,045 ------------ ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $5,608 $127,832 ============ ==========
See accompanying notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A: The accompanying unaudited consolidated financial statements have been prepared by the Trust pursuant to the rules of the Securities and Exchange Commission ("SEC") and, in the opinion of the Trust, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules. The Trust believes that the disclosures made are adequate to make the information presented not misleading. The consolidated statements of income for the six months ended January 31, 1994 are not necessarily indicative of the results to be expected for the full year. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Trust's latest annual report on Form 10-K. Note B: Marketable securities Equity securities are carried at the lower of cost or market while debt securities are carried at cost. Marketable securities consist of the following (in thousands): 1/31/94 7/31/93 ----------- ------------- Equity securities 978 1,151 Debt securities 4,641 38,915 Insured bank certificates of deposit 2,572 7,922 ------------- ----------- 8,191 47,988 ============= =========== The aggregate market value of the marketable securities at January 31, 1994 and July 31, 1993 was $8,554,000 and $48,464,000, respectively. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note C: Supplemental Cash Flow Information State and local income taxes paid for the six months ended January 31, 1994 and 1993 were $88,000 and $70,000, respectively. Interest paid for the six months ended January 31, 1994 and 1993 was $1,098,000 and $768,000, respectively. Interest costs capitalized for the six months ended January 31, 1994 was $190,000. The trust entered into the following non-cash investing and financing activities (in thousands): 1/31/94 1/31/93 ---------- ---------- Loans made to employees to exercise stock options 319 Mortgages payable assumed in connection with the purchase of shopping centers 12,019 Accrued liability to be paid upon the completion of the expansion of a shopping center acquired in the period 6,732 Note D: The provision for doubtful accounts is net of recoveries. For the six months ended January 31, 1994 and 1993 recoveries were $184,000 and $389,000, respectively. For the three months ended January 31, 1994 and 1993 recoveries were $79,000 and $385,000, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I. Liquidity and Capital Resources On January 31, 1994 the Trust had $13,799,000 in available cash, cash equivalents and marketable securities. During the six month period ended January 31, 1994 the Trust paid approximately $130,000,000 to acquire ten shopping centers (1.5 million gross leasable square feet), three apartment properties (834 units) and the capital stock of Factory Merchants Malls, Inc. whose assets consisted of three factory outlet centers (565,000 gross leasable square feet). The amount paid does not include assumed mortgages in the amount of $12,019,000. Debt at January 31, 1994 consisted of $28,466,000 of mortgages payable. The increase from July 31, 1993 reflects the prepayment of high interest mortgages and the assumption of mortgages in connection with the purchase of Factory Merchants Malls, Inc. Except for normal trade accounts payable, accrued taxes and the current portion of mortgages payable the Trust has no short-term debt. The dividend reinvestment program provided $7,070,000 during the six month period ended January 31, 1994. In addition, the Trust made dividend distributions of $31,998,000 to shareholders, paid $130,000,000 to acquire new properties and spent approximately $7,500,000 in improvements to properties. Funds from operations (net income plus depreciation and amortization or properties less gains from asset sales) increased $4,974,000 to $29,232,000 compared to the prior year's comparable six month period. II. Results of operations for the six months ended January 31, 1994 and 1993 A. Revenues Rental income and related revenues increased $13,748,000 to $43,880,000. The increase was primarily due to the acquisition of new properties which were present in the current period but not in the prior period. This was coupled with a rise in revenues in all categories of properties owned in both periods. Interest and dividend income decreased $3,457,000 due to a significantly reduced investment base during this period compared to the prior year and the repayment of mortgages receivable by the borrower. The lower investment base is a result of the purchase of 24 properties (four factory outlet centers, 16 shopping centers and four apartments) since July 31, 1992. B. Operating Expenses Operating costs and leasehold rents increased by $3,235,000 to $9,868,000. The increase was due primarily to the acquisition of new properties. Real estate and other taxes increased by $1,164,000 to $4,546,000. The increase was due to new property acquisitions. Depreciation and amortization of properties increased due to the acquisition of 24 properties. Provision for doubtful accounts, net of recoveries increased principally because provisions for loss were higher and recoveries of previously reserved uncollectible amounts were lower than in the comparable period of the prior year. Administrative expenses as a percentage of total revenues was 3.4% for both periods. C. Gain or (loss) from asset sales Gains from the sale of securities and property were higher in the current period because of nonrecurring gains from the sale of property and securities. III. Results of operations for the three months ended January 31, 1994 and 1993 A. Revenues Rental income and related revenues increased $8,483,000 to $23,823,000. The increase was due to the acquisition of new properties which were present in the current period but not in the prior period. Interest and dividend income decreased $1,969,000 due to a significantly reduced investment base during this period compared to the prior year. The lower investment base is a result of the purchase of 20 properties (three factory outlet centers, 13 shopping centers, four apartments) since January 31, 1993. B. Operating Expenses Operating costs and leasehold rents increased by $2,164,000 to $5,653,000. The increase was due primarily to the acquisition of new properties. Real estate and other taxes increased by $620,000 to $2,347,000. The increase was due to new property acquisitions. Depreciation and amortization of properties increased due to the acquisition of properties. Provision for doubtful accounts, net of recoveries increased principally because recoveries of previously provided for uncollectible amounts was higher in the quarter ended January 31, 1993 than in the current quarter. Administrative expenses as a percentage of total revenues decreased to 3.2% from 3.7%. C. Gain or (loss) from asset sales Gains from the sale of securities were higher in the current period because of nonrecurring gains from the sale of securities. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders An annual meeting of shareholders of the Trust was held on December 8, 1993. Proxies for such meeting were solicited by the Trust pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended; there was no solicitation in opposition of the management's nominees as listed in the proxy statement; and each of such nominees was elected for a three year term expiring in 1996. Votes of 35,644,016 shares were cast for the election of Norman Gold as a Trustee; votes of 229,944 shares were withheld. Votes of 35,651,929 shares were cast for the election of James M. Steuterman as a Trustee; votes of 222,031 shares were withheld. Votes of 35,622,194 shares were cast for the election of Dean Bernstein as a Trustee; votes of 251,766 shares were withheld. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) During the period covered by this report the Trust filed the following three Current Reports: Form 8-K dated August 3, 1993 and Form 8-K/A containing Amendment No. 1 dated October 6, 1993 Form 8-K dated November 17, 1993 and Form 8-K/A containing Amendment No. 1 dated January 13, 1994 Form 8-K dated February 10, 1994. The Form 8-K filings summarized the acquisition of certain assets. SIGNATURE 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. Dated: March 15, 1994 NEW PLAN REALTY TRUST By: /s/ MICHAEL I. BROWN --------------------- MICHAEL I. BROWN Chief Financial Officer and Controller -----END PRIVACY-ENHANCED MESSAGE-----