-----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, UGmoCP7QYtLpVnZX/LWzPbY3h7KZepNx7QLb0wgVTaDBiAtM6GSug9KXT0ka4m6k 8Y/HwrFNt+mtpFylHEmPNg== 0000910643-97-000160.txt : 19971210 0000910643-97-000160.hdr.sgml : 19971210 ACCESSION NUMBER: 0000910643-97-000160 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19971209 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: SEC FILE NUMBER: 001-08459 FILM NUMBER: 97734483 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, 1997 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 1, 1997 was 59,168,706. Total number of pages 11 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED OCTOBER 31, (UNAUDITED) (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) REVENUES 1997 1996 ---- ---- Rental and related revenues $58,565 $46,618 Interest and dividend income 942 1,165 ------- ------- 59,507 47,783 OPERATING EXPENSES ------ ------ Operating costs 15,004 11,487 Leasehold rents 168 165 Real estate and other taxes 5,244 4,447 Interest expense 8,553 5,861 Depreciation and amortization 7,450 5,686 Provision for doubtful accounts, net of recoveries (Note C) 855 567 ----- ----- TOTAL OPERATING EXPENSES 37,274 28,213 ------ ------ 22,233 19,570 Administrative expenses 629 494 ------ ------ INCOME BEFORE LOSS ON SALE OF PROPERTY 21,604 19,076 Loss on sale of property (67) -- ------- ------ NET INCOME 21,537 19,076 PREFERRED STOCK DIVIDEND (1,463) -- ------- ------ NET INCOME APPLICABLE TO SHARES OF BENEFICIAL INTEREST $20,074 $19,076 ======= ======= NET INCOME PER SHARE OF BENEFICIAL INTEREST $ .34 $ .33 CASH DISTRIBUTION PER SHARE OF BENEFICIAL INTEREST $ .365 $ .355 WEIGHTED AVERAGE SHARES OF BENEFICIAL INTEREST OUTSTANDING 59,003 58,132 See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) OCTOBER 31, JULY 31, 1997 1997 (UNAUDITED) ----------- ----------- ASSETS Real estate, at cost Land $ 241,400 $ 232,502 Buildings and improvements 1,080,114 1,045,273 ----------- ---------- 1,321,514 1,277,775 Less accumulated depreciation and amortization 113,199 105,866 ----------- ---------- 1,208,315 1,171,909 Cash and cash equivalents 8,900 42,781 Marketable securities 2,067 2,034 Mortgages and notes receivable 22,954 23,107 Receivables Trade and notes, net of allowance for doubtful accounts 12,356 12,035 Other 1,463 1,464 Prepaid expenses and deferred charges 8,294 5,000 Other assets 2,765 2,814 ----------- ---------- TOTAL ASSETS $ 1,267,114 $1,261,144 =========== ========== LIABILITIES Mortgages payable $ 64,999 $ 65,573 Notes payable, net of unamortized discount 412,672 412,634 Other liabilities 35,390 33,359 Tenants' security deposits 5,039 4,623 ----------- ---------- TOTAL LIABILITIES 518,100 516,189 ----------- ---------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Preferred shares, par value $1.00, authorized 1,000,000 shares; issued and outstanding (1997 - 150,000 Series A Cumulative Preferred Shares, 1996 - none), $75,000,000 redemption value 72,775 72,775 Shares of beneficial interest without par value, unlimited authorization; issued and outstanding (October 31, 1997 - 59,166,606; July 31, 1997 - 58,934,371) 743,198 738,011 Less loans receivable for the purchase of shares of beneficial interest 2,771 2,814 Add unrealized gain on securities reported at fair value 1,090 1,057 ------ ----- 814,292 809,029 Less distributions in excess of net income 65,278 64,074 ------ ------ TOTAL SHAREHOLDERS' EQUITY 749,014 744,955 TOTAL LIABILITIES AND SHAREHOLDERS' ------- ------- EQUITY $ 1,267,114 $1,261,144 =========== ========== 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) 1997 1996 OPERATING ACTIVITIES ---- ---- Net Income $ 21,537 $ 19,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,450 5,686 Loss on sale of property 67 -- ------- ------- 29,054 24,762 Changes in operating assets and liabilities, net Increase in trade and notes receivable (826) (675) Decrease in other receivables 1 90 Increase in allowance for doubtful accounts 505 231 Increase in other liabilities 2,031 2,456 Increase in net sundry assets and liabilities (2,900) (2,833) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 27,865 24,031 ------ ------ INVESTING ACTIVITIES Sale of marketable securities 15 32 Purchase of marketable securities (16) -- Purchase and improvement of properties (43,746) (101,666) Costs from the sale of property (67) -- Repayment of mortgage notes receivable 152 12 ------ ------- NET CASH USED IN INVESTING ACTIVITIES (43,662)(101,622) -------- -------- FINANCING ACTIVITIES Distributions to shareholders (22,741) (20,614) Proceeds from the dividend reinvestment plan 4,300 3,785 Repayment of short-term debt -- (19,500) Proceeds from the exercise of stock options 887 96 Proceeds from the sale of notes -- 133,000 Principal payments on mortgages (574) (94) Repayment of loans receivable for the purchase of shares of beneficial interest 44 26 ------- -------- NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES (18,084) 96,699 -------- -------- (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (33,881) 19,108 Cash and cash equivalents at beginning of year 42,781 4,300 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,900 $ 23,408 ========= ========= 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, 1997 and 1996 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, 1997 and 1996 were $81,000 and $0, respectively. Interest paid for the three months ended October 31, 1997 and 1996 was $8,852,000 and $5,260,000, respectively. Note C: Provision for Doubtful Accounts The provision for doubtful accounts is net of recoveries; for the three months ended October 31, 1997 and 1996, recoveries were $10,000 and $16,000, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I. Liquidity and Capital Resources On October 31, 1997 the Trust had approximately $11.0 million in available cash, cash equivalents and marketable securities. During the three month period ended October 31, 1997, the Trust paid approximately $37.7 million to acquire three shopping centers (479,000 gross leasable square feet) and two apartment properties (604 units). Debt at October 31, 1997 consisted of $65.0 million of mortgages payable and $412.7 million of notes payable. In November 1997 the Trust renewed its unsecured revolving credit agreement with The Bank of New York which provides for up to $50 million in borrowing through November 1998. There are restrictive covenants that limit total indebtedness to 50% of total capitalization, and 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 $4.3 million during the three month period ended October 31, 1997. In addition, the Trust made dividend distributions of $22.7 million to shareholders and paid $6.0 million for improvements to existing properties. Funds from operations applicable to shares of beneficial interest, defined as net income plus depreciation and amortization of real estate plus losses from asset sales less preferred stock dividends, increased $2.8 million to $27.6 million ($.47/share) from $24.8 million ($.43/share) in the prior year's comparable three month period. II. Results of operations for the three months ended October 31, 1997 and 1996 A. Revenues Total revenues increased approximately $11.7 million to $59.5 million. The increase came primarily as a result of the acquisition of 34 properties since July 1996 and the opening of the Six Flags Factory Outlet in the Spring of 1997. B. Operating Expenses Operating costs and leasehold rents increased approximately $3.5 million to $15.2 million, reflecting the acquisition of properties. Real estate and other taxes increased approximately $.8 million to $5.2 million. The principal reason for this increase was the larger portfolio of properties. Interest expense increased approximately $2.7 million to $8.6 million. This increase was due to the issuance, since October 1996 of $164 million of notes which were used to fund the Trust's property acquisition program. Depreciation and amortization of properties increased approximately $1.8 million to $7.5 million. This increase was the result of the acquisition of properties. Provision for doubtful accounts, net of recoveries, increased $288,000 to $855,000. This was due to an increase in delinquencies and a higher level of revenue. C. Administrative Expenses Administrative expenses as a percent of revenue was constant at 1% compared to last year's comparable period. III. New Accounting Standards During 1997, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards: (i) No. 128 "Earnings Per Share" ("SFAS 128"), which will be effective for financial statements for both interim and annual periods ending after December 15, 1997, (ii) No. 129 "Disclosure of Information About Capital Structure" ("SFAS 129"), which is effective for fiscal years ending after December 15, 1997, (iii) No. 130 "Reporting Comprehensive Income" ("SFAS 130"), which is for fiscal years beginning after December 15, 1997, and (iv) No. 131 "Disclosures About Segments of an Enterprise and Related Information" ("SFAS 131"), which is for fiscal years beginning after December 15, 1997. Management believes that the implementation of SFAS 128, 129 and 130 will not have a material impact on the Trust's financial statements. The Trust has yet to determine the impact of SFAS 131. 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, 1997 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: Form 8-K/A, Amendment 1 dated September 19, 1997. This report amended Form 8-K dated July 31, 1997. It contains 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 9, 1997 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 11 27 Financial Data Schedule 12 EX-11 2 EXHIBIT 11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) For The Three Months Ended 10/31/97 Primary EPS Fully Diluted 1. PROCEEDS UPON EXERCISE OF OPTIONS $49,367 $49,367 2. MARKET PRICE OF SHARES CLOSING $23.875 AVERAGE $23.487 5. TREASURY SHARES PURCHASABLE FROM OPTION PROCEEDS 2,102 2,068 6. OPTION SHARES OUTSTANDING 2,442 2,442 7. COMMON STOCK EQUIVALENTS (EXCESS SHARES UNDER OPTION OVER TREASURY SHARES THAT COULD BE REPURCHASED) 340 374 8. AVERAGE NUMBER OF SHARES OF BENEFICIAL INTEREST OUTSTANDING 59,003 59,003 9. TOTAL OF COMMON AND COMMON EQUIVALENT SHARES 59,343 59,377 10. NET INCOME APPLICABLE TO SHARES OF BENEFICIAL INTEREST $20,074 $20,074 11. EARNINGS PER SHARE OF BENEFICIAL INTEREST $0.34 $0.34 12. REPORTED EARNINGS PER SHARE OF BENEFICIAL INTEREST $0.34 Not Applicable EX-12.1 3 EXHIBIT 12.1 RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for the three months ended October 31, 1997 is: 3.0 For purposes of computing these ratios, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income before extraordinary items. Fixed charges consist of interest costs, whether expensed or capitalized, preferred stock dividend requirements, the interest component of rental expense, if any, and amortization of debt discounts and issue costs, whether expensed or capitalized. EX-12.2 4 EXHIBIT 12.2 CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES THREE MONTHS ENDED OCTOBER 31, 1997 (DOLLAR AMOUNTS IN THOUSANDS) EARNINGS: Net income $21,537 Interest expense 8,553 Other adjustments 273 ------- $30,363 ======= FIXED CHARGES: Interest expense $ 8,553 Capitalized interest __ Preferred stock dividends 1,463 Other adjustments 94 ------- $10,110 ======= RATIO OF EARNINGS TO FIXED CHARGES 3.0 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-31-1998 OCT-31-1997 8,900 2,067 12,356 6,086 0 0 1,321,514 113,198 1,267,116 0 477,671 740,427 0 72,775 (64,189) 1,267,113 0 59,507 0 27,866 629 855 8,553 21,537 0 21,537 0 0 0 21,537 .34 .34
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