-----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, MD2WLg8zYq+rKnsWqDpCTG3w9eSQbPu07rqB25vY9gY1o0f+h0QLLNMJ3H/ryQHz Ym1+gMa5CDN7BL1vuI/2ww== 0000910643-96-000017.txt : 19960613 0000910643-96-000017.hdr.sgml : 19960613 ACCESSION NUMBER: 0000910643-96-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960611 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: 96579288 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 APRIL 30, 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 May 28, 1996 was 57,894,726. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) THREE MONTHS ENDED NINE MONTHS ENDED APRIL 30, APRIL 30, __________________ __________________ 1996 1995 1996 1995 ____ ____ ____ ____ REVENUES - -------- Rental income and related revenues $42,264 $31,711 $118,662 $92,075 Interest and dividend income 1,089 1,046 4,009 2,704 _______ _______ _______ _______ 43,353 32,757 122,671 94,779 OPERATING EXPENSES - ------------------ Operating costs 10,281 6,995 $28,570 21,551 Leasehold rents 171 138 498 415 Real estate and other taxes 4,055 3,054 11,324 8,805 Interest expense 4,452 2,104 12,908 3,766 Depreciation and amortization 5,254 3,741 14,556 10,871 Provision for doubtful accounts, net of recoveries (Note C) 654 311 1,388 680 _______ _______ _______ _______ TOTAL OPERATING EXPENSES 24,867 16,343 69,244 46,088 Administrative expenses 687 552 2,125 1,724 _______ _______ _______ _______ INCOME BEFORE GAIN/(LOSS) 17,799 15,862 51,302 46,967 ON SALE OF PROPERTY AND SECURITIES Gain/(loss) on sale of property (370) -- 412 -- Loss on sale of securities, net (132) -- (131) -- NET INCOME $17,297 $15,862 $51,583 $46,967 ======= ======= ======= ======= NET INCOME PER SHARE $.30 $.30 $.92 $.89 DIVIDENDS PER SHARE $.35 $.34 $1.0425 $1.0125 WEIGHTED AVERAGE SHARES OUTSTANDING 57,762 52,994 55,995 52,808 See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) APRIL 30 1996 JULY 31, (UNAUDITED) 1995 ----------- -------- ASSETS - ------ Real estate, at cost Land $162,276 $ 135,101 Buildings and improvements 751,138 629,979 ________ _________ 913,414 765,080 Less accumulated depreciation and amortization 78,007 64,007 ________ _________ 835,407 701,073 Cash and cash equivalents 22,784 51,889 Marketable securities 2,823 6,051 Mortgages and notes receivable 22,303 22,874 Receivables Trade and notes, net of allowance for doubtful accounts 10,430 6,864 Other 1,224 1,122 Prepaid expenses and deferred charges 6,654 5,056 Other assets 2,219 1,707 ________ _________ TOTAL ASSETS $903,844 $ 796,636 ======== ========= LIABILITIES - ----------- Mortgages payable $ 44,849 $ 27,295 Senior Notes, net of unamortized discount 179,456 179,357 Other liabilities 19,585 16,745 Tenants' security deposits 2,813 2,710 ________ _________ TOTAL LIABILITIES 246,703 226,107 ________ _________ 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 (April 30, 1996 - 57,894,726; July 31, 1995 - 52,262,565) 715,467 622,562 Less loans receivable for the purchase of shares of beneficial interest 3,172 3,370 Add unrealized gain on securities reported at fair value 662 182 ________ _________ 712,957 619,374 Less distributions in excess of net income 55,816 48,845 ________ _________ TOTAL SHAREHOLDERS' EQUITY 657,141 570,529 ________ _________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $903,844 $ 796,636 ======== ========= See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED APRIL 30, (UNAUDITED)(IN THOUSANDS) 1996 1995 ---- ---- OPERATING ACTIVITIES - -------------------- Net Income $51,583 $46,967 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,556 10,871 _______ _______ 66,139 57,838 Gain on sale of property (412) -- Loss on sale of securities, net 131 -- Changes in operating assets and liabilities, net Increase in trade and notes receivable (4,540) (1,561) (Increase)/decrease in other receivables (102) 122 Increase in allowance for doubtful accounts 974 415 Increase in other liabilities 2,840 248 Increase in net sundry assets and liabilities (2,112) (455) _______ _______ NET CASH PROVIDED BY OPERATING ACTIVITIES 62,918 56,607 _______ _______ INVESTING ACTIVITIES - -------------------- Sales of marketable securities 3,575 421 Net proceeds from the sale of property 3,052 -- Purchase and improvement of properties (129,823) (66,345) Repayment of mortgage notes receivable 571 27 _______ _______ NET CASH USED IN INVESTING ACTIVITIES (122,625) (65,897) _______ _______ FINANCING ACTIVITIES - -------------------- Distributions to shareholders (58,554) (53,429) Issuance of shares of beneficial interest pursuant to a public offering 81,228 -- Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 11,513 10,129 Issuance of shares of beneficial interest upon exercise of stock options 163 21 Proceeds from short-term debt 332,000 Repayment of short-term debt (339,500) Principal payments on mortgages (329) (258) Proceeds from sale of 7.75% Senior Notes 98,637 Payment of deferred financing costs (650) Repayment of mortgages (3,616) (2,750) Repayment of loans receivable for the purchase of shares of beneficial interest 197 185 _______ _______ NET CASH PROVIDED BY FINANCING ACTIVITIES 30,602 44,385 _______ _______ (INCREASE/DECREASE) IN CASH AND CASH EQUIVALENTS (29,105) 35,095 Cash and cash equivalents at beginning of year 51,889 3,116 _______ _______ CASH AND CASH EQUIVALENTS AT END OF PERIOD $22,784 $38,211 ======= ======= 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 nine month periods ended April 30, 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 nine months ended April 30, 1995 were $121,000. There were no state and local income taxes paid for the nine months ended April 30, 1996. Interest paid for the nine months ended April 30, 1996 and 1995 was $13,044,000 and $4,220,000, respectively. Interest costs capitalized for the nine months ended April 30, 1996 and 1995 were $112,000 and $978,000, respectively. The Trust entered into the following non-cash investing and financing activities (in thousands) for the nine months ended April 30,: 1996 1995 ------ ------ Mortgage obligations assumed upon $21,500 $5,443 the purchase of property Discount on issuance of 7.75% Senior Notes $1,363 Note C: Provision for Doubtful Accounts The provision for doubtful accounts is net of recoveries. For the nine months ended April 30, 1996 and 1995, recoveries were $500,000 and $400,000, respectively. For the three months ended April 30, 1996 and 1995, recoveries were $160,000 and $56,000, respectively. Note D: Pro Forma Financial Information The Trust acquired nine shopping centers and two apartment complexes during the nine months ended April 30, 1996. The pro forma financial information for the nine months ended April 30, 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 $141.3 million aggregate acquisition cost included an existing mortgage and $119.8 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. Nine months ended April 30, 1996 1995 ____________________________________________________ Pro forma total revenues $128,000 $100,108 Pro forma net income $52,742 $48,126 Pro forma earnings per share $.94 $.91 ____________________________________________________ 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 Compensation," 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 April 30, 1996 the Trust had $25.6 million in available cash, cash equivalents and marketable securities. During the nine month period ended April 30, 1996, the Trust paid approximately $119.8 million to acquire nine shopping centers (1.8 million gross leasable square feet) and two apartment properties (520 units). In November 1995 the Trust sold a shopping center in Chinoe, Kentucky for approximately $3.1 million. Debt at April 30, 1996 consisted of $44.8 million of mortgages payable and Senior Notes payable of $179.5 million. The dividend reinvestment program provided $11.5 million during the nine month period ended April 30, 1996. In addition, the Trust made dividend distributions of $58.6 million to shareholders and spent $10.0 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 $8.1 million to $65.9 million ($1.18/share) from $57.8 million ($1.10/share) in the prior year's comparable nine 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 nine months ended April 30, 1996 and 1995 A. Revenues Rental income and related revenues increased $26.6 million to $118.7 million. The increase came primarily from properties which were acquired during the nine months ended April 30, 1996 or were owned less than the full nine months ended April 30, 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 $4.0 million. This was a result of higher investment balances in the current period. B. Operating Expenses Operating costs and leasehold rents increased $7.1 million to $29.1 million. The increase was due primarily to the acquisition of properties. Real estate and other taxes increased $2.5 million to $11.3 million. The increase was due primarily to the acquisition of properties. Interest expense increased approximately $9.1 million to $12.9 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 $3.7 million to $14.6 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 of recoveries, increased $708,000 to $1,388,000. The increase was due to higher provisions for possibly uncollectible amounts. C. Administrative Expenses Administrative expenses are 1.7% of total revenues compared to 1.8% for the prior period. The increase of $401,000 is primarily due to higher personnel costs. D. Gain/(Loss) on the Sale of Property and Securities Gains on the sale of property increased by $412,000. During the current period the Trust sold a shopping center in Chinoe, Kentucky and recorded a loss from the sale of a single tenant property in New Bern, North Carolina which was completed in May 1996. There were no sales in the preceding year's comparable period. Also during the current period certain marketable debt securities were called resulting in a loss of $131,000. There were no sales of securities resulting in gains or losses in the preceding year's comparable period. III. Results of operations for the three months ended April 30, 1996 and 1995 A. Revenues Rental income and related revenues increased $10.6 million to $42.3 million. The increase came primarily from properties which were acquired during the three months ended April 30, 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. B. Operating Expenses Operating costs and leasehold rents increased $3.3 million to $10.5 million. The increase was due primarily to the acquisition of properties. Real estate and other taxes increased approximately $1.0 million to $4.1 million. The increase was due primarily to the acquisition of properties. Interest expense increased approximately $2.3 million to $4.5 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 $1.5 million to $5.3 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 of recoveries, increased $343,000 to $654,000. The increase is due to higher provisions for possibly uncollectible amounts. C. Administrative Expenses Administrative costs for the current period are 1.6% of revenues, a decrease from the prior period's 1.7%. D. Gain/(Loss) on the Sale of Securities Loss on the sale of securities increased by $132,000. This was because certain marketable debt securities were called resulting in a loss. There were no sales of securities resulting in gains or losses in the preceding year's comparable period. A loss was recorded due to the sale of a single tenant property in New Bern, North Carolina which was completed in May 1996. There were no losses in the preceding year's comparable period. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders ___________________________________________________ None 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. 3 dated March 19, 1996 to Form 8-K filed October 20, 1995. This report contained items 5 and 7. 2. Form 8-K, dated March 25, 1996. This report contained item 5. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 11, 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 EX-11 2 EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS ------------------------------- For The Nine Months Ended 4/30/96 ------------- Primary EPS Fully Diluted ___________ _____________ 1 PROCEEDS UPON EXERCISE OF OPTIONS $41,286,988 $41,286,988 2 NET PRICE OF SHARES CLOSING $20.500 AVERAGE $21.357 3 TREASURY SHARES THAT COULD BE REPURCHASED 1,933,183 2,013,999 4 OPTION SHARES OUTSTANDING 2,079,550 2,079,550 5 COMMON STOCK EQUIVALENTS (EXCESS SHARES UNDER OPTION OVER TREASURY SHARES THAT COULD BE REPURCHASED) 146,367 65,551 6 AVERAGE NUMBER OF SHARES OUTSTANDING 55,995,435 55,995,435 7 TOTAL OF COMMON AND COMMON EQUIVALENT SHARES 56,141,802 56,060,986 8 NET INCOME FOR THE PERIOD $51,583,752 $51,583,752 9 EARNINGS PER SHARE $0.92 $0.92 10 REPORTED EARNINGS PER SHARE NOT APPLICABLE EX-27 3
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. 3-MOS JUL-31-1996 APR-30-1996 22,784 2,823 10,430 3,897 0 0 913,414 78,007 903,844 0 224,305 712,295 0 0 (55,154) 903,844 0 122,671 0 54,948 2,125 1,388 12,908 51,583 0 51,583 0 0 0 51,583 0.92 0.92
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