-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AbQOcB2n/ConnQZ0T/offKZRKUxbHQn+MfPlymtZSEQMYzel3puH1r6UO0P1skdW DRjZkj4tcXQ9QU1kSAxnvQ== 0000910643-96-000001.txt : 19960311 0000910643-96-000001.hdr.sgml : 19960311 ACCESSION NUMBER: 0000910643-96-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960131 FILED AS OF DATE: 19960308 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08459 FILM NUMBER: 96532563 BUSINESS ADDRESS: STREET 1: 1120 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128693000 MAIL ADDRESS: STREET 1: 1120 AVENUE OF THE AMERICAS STREET 2: 1120 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 10-Q 1 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 AND EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND 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 February 26, 1996 was 57,698,857. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) THREE MONTHS SIX MONTHS ENDED ENDED JANUARY 31, JANUARY 31, ___________________ _________________ 1996 1995 1996 1995 ____ ____ ____ ____ REVENUES ________ Rental income and related revenues $39,935 $31,227 $76,398 $60,365 Interest and dividend income 1,588 835 2,920 1,658 ________ ________ ________ ________ 41,523 32,062 79,318 62,023 ________ ________ ________ ________ OPERATING EXPENSES __________________ Operating costs 9,868 7,632 18,289 14,557 Leasehold rents 159 138 327 277 Real estate and other taxes 3,976 3,060 7,269 5,751 Interest expense 4,410 921 8,456 1,662 Depreciation and amortization 4,779 3,656 9,302 7,129 Provision for doubtful accounts, net of recoveries (Note C) 410 131 734 369 TOTAL OPERATING EXPENSES 23,602 15,538 44,377 29,745 ________ ________ ________ ________ Administrative expenses 691 677 1,438 1,172 ________ ________ ________ ________ INCOME BEFORE GAIN ON SALE OF PROPERTY AND SECURITIES 17,230 15,847 33,503 31,106 Gain on sale of property Gain on sale of securities, net 782 782 ________ ________ ________ ________ NET INCOME $18,012 $15,847 $34,286 $31,106 ======== ======== ======== ======== NET INCOME PER SHARE $.31 $.30 $.62$.59 DIVIDENDS PER SHARE $.3475 $.3375$.6925$.6725 WEIGHTED AVERAGE SHARES OUTSTANDING 56,942 52,792 55,131 52,719 See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) JANUARY 31, 1996 JULY 31, (UNAUDITED) 1995 _________ ________ ASSETS ______ Real estate, at cost Land $160,347 $135,101 Buildings and improvements 741,326 629,979 ________ _______ 901,673 765,080 Less accumulated depreciation and amortization 72,826 64,007 ________ _______ 828,847 701,073 Cash and cash equivalents 26,015 51,889 Marketable securities 4,143 6,051 Mortgages and notes receivable 22,374 22,874 Receivables Trade and notes, net of allowance for doubtful accounts 10,546 6,864 Other 1,474 1,122 Prepaid expenses and deferred charges 6,363 5,056 Other assets 2,717 1,707 ________ ________ TOTAL ASSETS $902,479 $796,636 ======== ======== LIABILITIES ___________ Mortgages payable $44,939 $27,295 Senior Notes, net of unamortized discount 179,422 179,357 Other liabilities 19,404 16,745 Tenants' security deposits 2,816 2,710 ________ ________ TOTAL LIABILITIES 246,581 226,107 ________ ________ COMMITMENTS AND CONTINGENCIES - - _____________________________ SHAREHOLDERS' EQUITY ____________________ Preferred shares, par value $1.00, authorized 1,000,000 shares; none issued - Shares of beneficial interest without par value, unlimited authorization; issued and outstanding (January 31, 1996 - 57,698,857; July 31, 1995 - 52,262,565) 711,635 622,562 Less loans receivable for the purchase of shares of beneficial interest 3,256 3,370 Add unrealized gain on securities reported at fair value 437 182 ________ ________ 708,816 619,374 Less distributions in excess of net income 52,918 48,845 ________ ________ TOTAL SHAREHOLDERS' EQUITY 655,898 570,529 ________ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $902,479 $796,636 ======== ======== See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JANUARY 31, (UNAUDITED)(IN THOUSANDS) 1996 1995 _______ _______ OPERATING ACTIVITIES ____________________ Net Income $34,286 $31,106 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,302 7,129 ________ ________ 43,588 38,235 Gain on sale of property (782) -- Gain on sale of securities, net (1) -- Changes in operating assets and liabilities, net Increase in trade and notes receivable (4,151) (844) (Increase)/decrease in other receivables (352) 198 Increase in allowance for doubtful accounts 469 236 Increase in other liabilities 2,659 309 Increase in net sundry assets and liabilities (2,278) (217) ________ ________ NET CASH PROVIDED BY OPERATING ACTIVITIES 39,152 ________ ________ INVESTING ACTIVITIES ____________________ Sales of marketable securities 2,162 417 Net proceeds from the sale of property 3,052 -- Purchase and improvement of properties (117,712) (58,960) Repayment of mortgage notes receivable 500 18 ________ ________ NET CASH USED IN INVESTING ACTIVITIES (111,998) (58,525) ________ ________ FINANCING ACTIVITIES ____________________ Distributions to shareholders (38,359) (35,427) Issuance of shares of beneficial interest pursuant to a public offering 81,228 -- Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 7,681 6,884 Issuance of shares of beneficial interest upon exercise of stock options 164 21 Proceeds from short-term debt 63,000 Repayment of short-term debt (7,500) Principal payments on mortgages (239) (150) Repayment of mortgages (3,617) -- Repayment of loans receivable for the purchase of shares of beneficial interest 114 172 _______ _______ NET CASH PROVIDED BY FINANCING ACTIVITIES 46,972 27,000 _______ _______ (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (25,874) 6,392 Cash and cash equivalents at beginning of year 51,889 3,116 _______ _______ CASH AND CASH EQUIVALENTS AT END OF PERIOD $26,015 $ 9,508 ======= ======= See accompanying notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________ Note A: The accompanying unaudited condensed 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 adjustments) necessary for a fair presentation of financial position, results of operations and cash flows in accordance with generally accepted accounting principles. 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 three month and six month periods ended January 31, 1996 and 1995 are not necessarily indicative of the results 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: Supplemental Cash Flow Information State and local income taxes paid for the six months ended January 31, 1995 were $81,000. There were no state and local taxes paid for the six months ended January 31, 1996. Interest paid for the six months ended January 31, 1996 and 1995 was $8,085,000 and $2,640,000, respectively. Interest costs capitalized for the six months ended January 31, 1996 and 1995 were $70,000 and $978,000, respectively. The Trust entered into the following non-cash investing and financing activities (in thousands) for the six months ended January 31,: 1996 1995 _______ ______ Mortgage obligations assumed upon $21,500 $5,443 the purchase of property Note C: Provision for Doubtful Accounts The provision for doubtful accounts is net of recoveries. For the six months ended January 31, 1996 and 1995, recoveries were $340,000 and $344,000, respectively. For the three months ended January 31, 1996 and 1995, recoveries were $79,000 and $224,000, respectively. Note D: Pro Forma Financial Information The Trust acquired nine shopping centers and one apartment complex during the six months ended January 31, 1996. The pro forma financial information for the six months ended January 31, 1996 and 1995 shown below is based on the historical statements of the Trust after giving effect to the acquisitions as if such acquisitions took place on August 1, 1995 and 1994, respectively. The approximately $131.5 million aggregate acquisition cost included an existing mortgage and $110.0 million in cash. The pro forma financial information is presented for informational purposes only and may not be indicative of results that would have actually occurred if the acquisitions had been in effect on the dates indicated. Also, they may not be indicative of the results that may be achieved in the future. Six months ended January 31, 1996 1995 ____________________________________________________ Pro forma total revenues $83,532 $66,237 Pro forma net income $35,064 $31,884 Pro forma earnings per share $.64 $.60 ____________________________________________________ Note E: Impact of New Accounting Statement In October 1995 the Financial Accounting Standards Board issued its Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensa- tion," which will be effective for financial statements issued for fiscal years beginning after December 15, 1995. The Trust is currently evaluating the impact of this statement. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I. Liquidity and Capital Resources On January 31, 1996 the Trust had $30.2 million in available cash, cash equivalents and marketable securities. During the six month period ended January 31, 1996, the Trust paid approximately $110.0 million to acquire nine shopping centers (1.8 million gross leasable square feet) and one apartment property (208 units). In November 1995 the Trust sold a shopping center in Chinoe, Kentucky for approximately $3.1 million. Debt at January 31, 1996 consisted of $44.9 of mortgages payable and Senior Notes payable of $179.4 million. The dividend reinvestment program provided $7.7 million during the six month period ended January 31, 1996. In addition, the Trust made dividend distributions of $38.4 million to shareholders and spent $7.7 million in expansion and improvements to properties. Funds from operations, defined as net income plus depreciation and amortization of real estate less gains from asset sales, increased $4.6 million to $42.8 ($.78/share) from $38.2 million ($.73/share) in the prior year's comparable six month period. In November 1995 the Trust issued 4,060,000 Shares of Beneficial Interest. Proceeds, net of commissions and offering costs, were $81.2 million. II. Results of operations for the six months ended January 31, 1996 and 1995 A. Revenues Rental income and related revenues increased $16.0 million to $76.4 million. The increase came primarily from properties which were acquired during the six months ended January 31, 1996 or were owned less than the full six months ended January 31, 1995. In addition, there was an increase in revenues in all categories of properties owned in both periods. Interest and dividend income increased $1.3 million to $2.9 million. This was a result of higher investment balances in the current period. B. Operating Expenses Operating costs and leasehold rents increased $3.8 million to $18.6 million. The increase was due primarily to the acquisition of properties. Real estate and other taxes increased $1.5 million to $7.3 million. The increase was due primarily to the acquisition of properties. Interest expense increased approximately $6.8 million to $8.5 million. The increase was due primarily to the issuance of Senior Notes payable in the second half of fiscal 1995 which were used to fund the Trust's property acquisition program. Depreciation and amortization of properties increased $2.2 million to $9.3 million. The increase was due primarily to the acquisition of properties and the additional amortization resulting from increased spending on tenant alterations. Provision for doubtful accounts, net recoveries, increased $365,000 to $734,000. The increase was due to higher provisions for uncollectible amounts. C. Administrative Expenses Administrative expenses are 1.8% of total revenues. The increase of $266,000 is primarily due to higher personnel costs. D. Gains on the Sale of Property and Securities Gains on the sale of property and securities increased by $783,000. During the current period the Trust sold a shopping center in Chinoe, Kentucky. There were no sales in the preceding year's comparable period. III. Results of operations for the three months ended January 31, 1996 and 1995 A. Revenues Rental income and related revenues increased $8.7 million to $39.9 million. The increase came primarily from properties which were acquired during the three months ended January 31, 1996 or were owned less than the full three months ended January 31, 1995. In addition, there was an increase in revenues in all categories of properties owned in both periods. Interest and dividend income increased $753,000 to $1.6 million. This was a result of higher investment balances in the current period. B. Operating Expenses Operating costs and leasehold rents increased $2.3 million to $10.0 million. The increase was due primarily to the acquisition of properties. Real estate and other taxes increased approximately $916,000 to $4.0 million. The increase was due primarily to the acquisition of properties. Interest expense increased approximately $3.5 million to $4.4 million. The increase was due primarily to the issuance of Senior Notes payable in the second half of fiscal 1995 which were used to fund the Trust's property acquisition program. Depreciation and amortization of properties increased $1.1 million to $4.8 million. The increase was due primarily to the acquisition of properties and the additional amortization resulting from a higher level of spending on tenant alterations. Provision for doubtful accounts, net recoveries, increased $279,000 to $410,000. The increase is due to a lower level of bad debt recoveries and higher provisions for uncollectibles in the current period. C. Administrative Expenses Administrative costs for the current period are 1.7% of revenues, a decrease from the prior period's 2.1%. D. Gains on the Sale of Property Gains on the sale of property increased by $782,000 because of the sale of a shopping center in Chinoe, Kentucky. There were no property sales in the prior comparable period. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders An annual meeting of shareholders was held on December 13, 1995. Proxies for the meeting were solicited by the registrant pursuant to Regulation 14 under the Securities Exchange Act of 1934. There were no solicitations in opposition to management's nominees as listed in the proxy statement under Proposal One and all of such nominees were elected. In addition, there were no solicitations in opposition to management's Proposals Two, Three, Four and Five as listed in the proxy statement and all of such Proposals received the necessary votes for approval by the shareholders. 1. Proposal One - Election of Trustees (a) Votes of 48,645,675.964 shares were cast for the election of Melvin Newman as a Trustee; votes of 577,874.195 were withheld. (b) 48,711,892.283 shares were cast for the election of Raymond H. Bottorf as a Trustee; votes of 511,657.876 were withheld. (c) Votes of 48,713,898.609 shares were cast for the election of Gregory White as a Trustee; votes of 509,651.550 were withheld. There were no abstentions or broker non-votes in connection with Proposal One. 2. Proposal Two - An Amendment to the Trust's Declaration of Trust Relating to the Duration of the Trust. Votes of 48,516,547.932 were cast for Proposal Two; votes of 227,685.073 were against; votes of 479,317.154 abstained. There were no broker non-votes. 3. Proposal Three - An Amendment to the Trust's Declaration of Trust Relating to Certain Transactions with Affiliates. Votes of 36,077,419.691 were cast for Proposal Three; votes of 1,157,584.631 were against; votes of 683,307.837 abstained. There were 11,305,238 broker non-votes. 4. Proposal Four - An Amendment to the Trust's Declaration of Trust Relating to the Size of the Board of Trustees. Votes of 47,017,120.401 were cast for Proposal Three; votes of 1,578,895.167 were against; votes of 627,534.591 abstained. There were no broker non-votes. 5. Proposal Five - An Amendment to the Trust's Declaration of Trust Relating to Share Ownership Limitations. Votes of 48,042,556.562 were cast for Proposal Three; votes of 505,388.264 were against; votes of 675,605.333 abstained. There were no broker non-votes. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 11 - Statement Regarding Computation of Per Share Earnings Exhibit 27 - Financial Data Schedule. This Exhibit is filed for Edgar filing purposes only. (b) During the period covered by this report the Trust filed the following: 1. Form 8-K/A Amendment No. 1 dated November 9, 1995 to Form 8-K filed October 20, 1995. This report contained items 5 and 7. 2. Form 8-K/A Amendment No. 2, dated December 22, 1995 to Form 8-K filed October 20, 1995. This report contained items 2 and 7. SIGNATURE _________ Pursuant to the requirements of the Securities and 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 8, 1996 NEW PLAN REALTY TRUST By: /s/ Michael I. Brown _________________________ MICHAEL I. BROWN Chief Financial Officer, Controller EXHIBIT INDEX Number Description Page ______ ___________ ____ 11 Statement Regarding Computation of Per Share Earnings 27 Financial Data Schedule EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS _______________________________ For The Six Months Ended 1/31/1996 _______________ Primary EPS Fully Diluted ___________ _____________ 1 PROCEEDS UPON EXERCISE OF OPTIONS $41,135,425 $41,135,425 2 MARKET PRICE OF SHARES CLOSING $22.000 AVERAGE $21.692 5 TREASURY SHARES THAT COULD BE PURCHASED 1,896,341 1,869,792 6 OPTION SHARES OUTSTANDING 2,072,050 2,072,050 7 COMMON STOCK EQUIVALENTS (EXCESS SHARES UNDER OPTION OVER TREASURY SHARES THAT COULD BE REPURCHASED) 175,709 202,258 8 AVERAGE NUMBER OF SHARES OUTSTANDING 55,131,368 55,131,368 9 TOTAL OF COMMON AND COMMON EQUIVALENT SHARES 55,307,077 55,333,626 10 NET INCOME FOR THE PERIOD $34,286,000 $34,286,000 11 EARNINGS PER SHARE $0.62 $0.62 12 REPORTED EARNINGS PER SHARE $0.62 Not applicable EX-27 2
5 This Schedule contains summary financial information extracted from the consolidated balance sheets and consolidated statements of income and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS JUL-31-1996 JAN-31-1996 26,015 4,143 10,546 3,392 0 0 901,673 72,826 902,479 0 224,361 708,379 0 0 (52,482) 902,479 0 79,318 0 35,188 1,438 734 8,456 34,286 0 34,286 0 0 0 34,286 0.62 0.62
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