-----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, DMXVgw44kc8UqCIvQf1x6F6sv7XFlsBTRTEsQg18JSnZA8us7GWr+eRuA8ix1ws4 BG2yOWaLvu62HzQvToLrwQ== 0000910643-96-000046.txt : 19961213 0000910643-96-000046.hdr.sgml : 19961213 ACCESSION NUMBER: 0000910643-96-000046 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19961212 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: 96679667 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 EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1996 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 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 December 2, 1996 was 58,291,121. Total number of pages 12 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED OCTOBER 31, (UNAUDITED) (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) REVENUES 1996 1995 - -------- ----- ------- Rental and related revenues $ 46,618 $ 36,463 Interest and dividend income 1,165 1,332 ------- -------- 47,783 37,795 ------- -------- OPERATING EXPENSES - ------------------ Operating costs 11,487 8,421 Leasehold rents 165 168 Real estate and other taxes 4,447 3,293 Interest expense 5,861 4,046 Depreciation and amortization 5,686 4,523 Provision for doubtful accounts, net of recoveries (Note C) 567 324 ------ ------ TOTAL OPERATING EXPENSES 28,213 20,775 ------ ------ 19,570 17,020 Administrative expenses 494 747 ------- -------- INCOME BEFORE GAIN ON SALE OF SECURITIES 19,076 16,273 Gain on sale of securities, net -- 1 -------- -------- NET INCOME $ 19,076 $ 16,274 ======== ======== NET INCOME PER SHARE $ .33 $ .31 DIVIDENDS PER SHARE $ .355 $ .345 WEIGHTED AVERAGE SHARES OUTSTANDING 58,132 53,320 See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) OCTOBER 31, JULY 31, 1996 1996 (UNAUDITED) ----------- -------- ASSETS Real estate, at cost Land $ 193,516 $ 174,712 Buildings and improvements 886,092 803,230 ----------- ---------- 1,079,608 977,942 Less accumulated depreciation and amortization 88,129 82,524 ---------- ---------- 991,479 895,418 Cash and cash equivalents 23,408 4,300 Marketable securities 2,264 2,096 Mortgages and notes receivable 23,586 23,598 Receivables Trade and notes, net of allowance for doubtful accounts 12,030 11,586 Other 1,019 1,109 Prepaid expenses and deferred charges 7,936 5,084 Other assets 2,653 2,203 ------- ------- TOTAL ASSETS $ 1,064,375 $ 945,394 ============= ========== LIABILITIES - ----------- Mortgages payable $ 48,842 $ 48,936 Credit facility -- 19,500 Notes payable, net of unamortized discount 322,525 189,490 Other liabilities 27,440 24,984 Tenants' security deposits 3,645 3,130 -------- --------- TOTAL LIABILITIES 402,452 286,040 ========= ========= 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 (October 31, 1996 - 58,256,652; July 31, 1996 - 58,069,362) 722,961 719,080 Less loans receivable for the purchase of shares of beneficial interest 3,057 3,083 Add unrealized gain on securities reported at fair value 843 643 ------ ------- 720,747 716,640 Less distributions in excess of net income 58,824 57,286 ------ ------ TOTAL SHAREHOLDERS' EQUITY 661,923 659,354 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,064,375 $945,394 =========== ======== See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED OCTOBER 31, (UNAUDITED)(IN THOUSANDS) 1996 1995 OPERATING ACTIVITIES ---- ---- - -------------------- Net Income $19,076 $16,274 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,686 4,523 Gain on sale of securities, net -- (1) ------- ------ 24,762 20,796 Changes in operating assets and liabilities, net Increase in trade and notes receivable (675) (1,735) Decrease/(Increase) in other receivables 90 (60) Increase in allowance for doubtful accounts 231 265 Increase in other liabilities 2,456 1,107 Increase in net sundry assets and liabilities (2,833) (2,362) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 24,031 18,011 ------- ------- INVESTING ACTIVITIES - -------------------- Sales of marketable securities 32 740 Purchase and improvement of properties (101,666) (29,951) Repayment of mortgage notes receivable 12 250 -------- ------- NET CASH USED IN INVESTING ACTIVITIES (101,622) (28,961) -------- -------- FINANCING ACTIVITIES - -------------------- Distributions to shareholders (20,614) (18,377) Proceeds from the dividend reinvestment plan 3,785 3,602 Proceeds from the exercise of stock options 96 164 Repayment of short-term debt (19,500) -- Proceeds from the sale of notes 133,000 -- Principal payments on mortgages (94) (139) Repayment of loans receivable for the purchase of shares of beneficial interest 26 110 ------- ------- NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 96,699 (14,640) ------- -------- INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 19,108 (25,590) Cash and cash equivalents at beginning of year 4,300 51,889 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $23,408 $26,299 ======= ======= 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 periods ended October 31, 1996 and 1995 are not necessarily indicative of the results expected for the full year. These financial statements should 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 three months ended October 31, 1996 and 1995 were none and $1,000, respectively. Interest paid for the three months ended October 31, 1996 and 1995 was $5,260,000 and $4,747,000, respectively. Interest costs capitalized for the three months ended October 31, 1996 were $198,000. Note C: Provision for Doubtful Accounts The provision for doubtful accounts is net of recoveries. For the three months ended October 31, 1996 and 1995, recoveries were $16,000 and $260,000, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I. Liquidity and Capital Resources On October 31, 1996 the Trust had approximately $25.7 million in available cash, cash equivalents and marketable securities. During the three month period ended October 31, 1996, the Trust paid approximately $94.9 million to acquire two shopping centers (212,000 gross leasable square feet) and 11 apartment properties (2,368 units). Debt at October 31, 1996 consisted of $48.8 million of mortgages payable and $322.5 million of notes payable. During the quarter ended October 31, 1996, the Trust sold four issues of unsecured notes totaling $133 million. Two of the issues, $10 million and $49 million, have maturities of two and three years, respectively, and have variable interest rates. The other issues, $49 million and $25 million, mature in 30 years and carry interest rates of 5.95% and 7.65% respectively. In addition, the $49 million note, at the option of the holder, is repayable at face value on November 2, 1998 and November 2, 2006. In November 1996 additional unsecured notes of $20 million due in 30 years with an interest rate of 7.68% were issued. The Trust also filed a $350 million shelf registration in November 1996 allowing it to issue additional equity or debt and as part of the shelf registration commenced a $175 million medium term note program in December 1996. In October 1996 the Trust concluded an unsecured revolving credit agreement with The Bank of New York which provides for up to $50 million in borrowing until October 28, 1997. There are restrictive covenants that limit total indebtedness to 50% of total capitalization, mortgage debt to 40% of total capitalization. The credit agreement also requires a minimum interest coverage ratio of 2 to 1 and a minimum tangible net worth of $500 million. The Trust's dividend reinvestment program provided $3.8 million during the three month period ended October 31, 1996. In addition, the Trust made dividend distributions of $20.6 million to shareholders and paid $6.8 million for improvements to existing properties and the construction of the Six Flags Outlet Center in Jackson Township, N.J. Six Flags will open later in the fiscal year. Funds from operations, defined as net income plus depreciation and amortization of real estate less gains from asset sales, increased $4.0 million to $24.8 million shares ($.43/share) from $20.8 million ($.39/share) in the prior year's comparable three month period. II. Results of operations for the three months ended October 31, 1996 and 1995 A. Revenues Total revenues increased approximately $10.0 million to $47.8 million. The increase came primarily as a result of the acquisition of 32 properties since July 1995. B. Operating Expenses Operating costs and leasehold rents increased approximately $3.1 million to $11.7 million, reflecting the acquisition of properties. Real estate and other taxes increased approximately $1.2 million to $4.4 million. The principal reason for this increase was the larger portfolio of properties. Interest expense increased approximately $1.8 million to $5.9 million. This increase was due to the issuance, since November 1995, of $143 million of notes which were used to fund the Trust's property acquisition program. Depreciation and amortization of properties increased approximately $1.2 million to $5.7 million. This increase was the result of the acquisition of properties. Provision for doubtful accounts, net of recoveries, increased $243,000 to $567,000. This was due primarily to a decrease in the amount of bad debt recovery. C. Administrative Expenses Administrative expenses as a percent of revenue declined to 1% from 2%. This was due to increased revenue from newly acquired properties. These costs do not change in direct proportion to revenues due to economies of scale. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: Exhibit 11 - Statement Regarding Computation of Per Share Earnings Exhibit 12.1 - Ratio of Earnings to Fixed Charges Exhibit 12.2 - Calculation of Ratio of Earnings to Fixed Charges Three Months Ended October 31, 1996 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 dated August 19, 1996. This report contained items 5 and 7. 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: December 12, 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 10 12.1 Ratio of Earnings to Fixed Charges 11 12.2 Calculation of Ratio of Earnings to Fixed Charges 12 27 Financial Data Schedule EX-11 2 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) For The Three Months Ended 10/31/96 Primary EPS Fully Diluted ----------- ------------- 1. PROCEEDS UPON EXERCISE OF OPTIONS $41,345 $41,345 2. MARKET PRICE OF SHARES CLOSING $21.625 AVERAGE $21.223 5. TREASURY SHARES PURCHASEABLE FROM OPTION PROCEEDS 1,948 1,912 6. OPTION SHARES OUTSTANDING 2,094 2,094 7. COMMON STOCK EQUIVALENTS (EXCESS SHARES UNDER OPTION OVER TREASURY SHARES THAT COULD BE REPURCHASED) 146 182 8. AVERAGE NUMBER OF SHARES OUTSTANDING 58,132 58,132 9. TOTAL OF COMMON AND COMMON EQUIVALENT SHARES 58,278 58,314 10. NET INCOME FOR THE PERIOD $19,076 $19,076 11. EARNINGS PER SHARE .33 .33 12. REPORTED EARNINGS PER SHARE Not Applicable EX-12 3 EXHIBIT 12.1 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for the periods indicated: 1992 1993 1994 1995 1996 3 Months ended - ---- ---- ---- ---- ---- 10/31/96 -------------- 28.5 23.6 17.0 8.1 4.9 4.1 To date, the Trust has not issued any preferred shares; therefore, the ratio of earnings to combined fixed charges and preferred share dividends are unchanged from the ratios presented in this section. For purposes of computing these ratios, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income (loss) before income taxes and extraordinary items. Fixed charges consist of interest costs, whether expensed or capitalized, the interest component of rental expense, if any, and amortization of debt discounts and issue costs, whether expensed or capitalized. EX-12 4 EXHIBIT 12.2 CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES THREE MONTHS ENDED OCTOBER 31, 1996 (DOLLAR AMOUNTS IN THOUSANDS) EARNINGS: Net income $19,076 Interest expense 5,861 Other adjustments 201 ------- $25,138 ======= FIXED CHARGES: Interest expense $ 5,861 Capitalized interest 198 Other adjustments 81 ------- $ 6,140 ======= RATIO OF EARNINGS TO FIXED CHARGES 4.1 EX-27 5
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-31-1997 OCT-31-1996 23,408 2,264 12,030 4,207 0 0 1,079,608 88,129 1,064,376 0 371,368 719,904 0 0 (57,981) 1,064,376 0 47,783 0 21,784 494 567 5,861 19,076 0 19,076 0 0 0 19,076 .33 .33
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