-----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, KtWQcMjmoBrsNEED70t2UfAzRXYxD7y9FUbt9eyXsg5Hg3kB+at5Alg+3x8iq9g7 xExDtUdtlf/8o6lQphd7LA== 0000910643-95-000018.txt : 19950613 0000910643-95-000018.hdr.sgml : 19950613 ACCESSION NUMBER: 0000910643-95-000018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950430 FILED AS OF DATE: 19950608 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-08459 FILM NUMBER: 95545749 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 APRIL 30, 1995 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 June 2, 1995 was 53,105,634. Total number of pages 12 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS April 30, 1995 AND JULY 31, 1994 (UNAUDITED) (IN THOUSANDS) ASSETS: 4/30/95 7/31/94 Real estate, at cost Land and buildings $689,718 $621,342 Less accumulated depreciation and amortization 59,909 49,102 ________ ________ 629,809 572,240 Cash and cash equivalents 38,211 3,116 Marketable securities (Note B) 5,851 6,293 Mortgages and notes receivable 22,883 22,910 Trade and notes receivable 7,436 6,290 Other receivables 1,506 1,628 Prepaid expenses and deferred charges 4,066 2,429 Other assets 2,125 2,087 ________ ________ TOTAL ASSETS $711,887 $616,993 ======== ======== LIABILITIES: Mortgages payable $ 30,496 $ 28,060 Notes payable bank (Note C) --- 7,500 7.75% Senior Notes payable, due 4/6/05, net of unamortized discount of $1,357,000 (Note D) 98,643 --- Other liabilities 10,500 13,666 Tenants' security deposits 2,902 2,274 ________ ________ TOTAL LIABILITIES 142,541 51,500 ________ ________ SHAREHOLDERS' EQUITY: Shares of beneficial interest without par value, unlimited authorization;issued and outstanding** 619,217 609,067 Less: Loans receivable for share purchases 3,445 3,630 Distributions in excess of net income 46,405 39,944 Unrealized loss on securities reported at fair value (Note B) 21 ________ ________ TOTAL SHAREHOLDERS' EQUITY 569,346 565,493 ________ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $711,887 $616,993 ======== ======== ** SHARES ISSUED AND OUTSTANDING 53,105 52,594 ======== ======== 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 NINE MONTHS ENDED 4/30/95 4/30/94 4/30/95 4/30/94 ________ ________ _______ ________ REVENUES Rental income and related revenues $31,711 $25,388 $92,075 $69,268 Interest and dividend income 1,046 899 2,704 3,785 _______ _______ _______ _______ TOTAL REVENUE 32,757 26,287 94,779 73,053 _______ _______ _______ _______ OPERATING EXPENSES Operating costs 6,995 6,167 21,551 15,783 Leasehold rents 138 135 415 387 Real estate and other taxes 3,054 2,387 8,805 6,933 Interest expense 2,104 640 3,766 1,618 Depreciation and amortization 3,741 3,023 10,871 8,241 Provision for doubtful accounts, net of recoveries (Note F) 311 230 680 783 _______ _______ _______ _______ TOTAL OPERATING EXPENSES 16,343 12,582 46,088 33,745 _______ _______ _______ _______ Administrative expenses 552 567 1,724 2,156 _______ _______ _______ _______ INCOME BEFORE GAIN ON SALE OF PROPERTY AND SECURITIES 15,862 13,138 46,967 37,152 _______ _______ _______ _______ Gain/(Loss) on sale of property -- -- -- 460 Gain on sale of securities, net -- -- -- 531 _______ _______ _______ _______ NET INCOME $15,862 $13,138 $46,967 $38,143 ======= ======= ======= ======= NET INCOME PER SHARE $.30 $.27 $.89 $.78 DIVIDENDS PER SHARE $.34 $.33 $1.0125 $.9825 WEIGHTED AVERAGE SHARES OUTSTANDING 52,994 49,310 52,808 49,148 See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(IN THOUSANDS) NINE MONTHS ENDED 4/30/95 4/30/94 ------- ------- OPERATING ACTIVITIES Net Income $46,967 $38,143 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,871 8,241 ------- ------ 57,838 46,384 Gain on sale of property -- (460) Gain on sale of securities, net -- (531) Changes in operating assets and liabilities, net Increase in trade and notes receivable (1,561) (3,236) Decrease in other receivables 122 331 Increase in allowance for doubtful accounts 415 108 Increase in other liabilities 248 (139) Increase in net sundry assets and liabilities (455) (288) NET CASH PROVIDED BY OPERATING ACTIVITIES 56,607 42,169 ------ ------ INVESTING ACTIVITIES Sales of marketable securities 421 42,223 Purchases of marketable securities -- (1,298) Net proceeds from the sale of property -- 1,996 Purchase and improvement of properties (66,345) (160,715) Increase in notes receivable -- (300) Repayment of mortgage notes receivable 27 1,517 NET CASH USED IN INVESTING ACTIVITIES (65,897) (116,577) FINANCING ACTIVITIES Distributions to shareholders (53,429) (48,255) Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 10,129 10,276 Issuance of shares of beneficial interest upon exercise of stock options 21 287 Proceeds from short-term borrowing 332,000 25,000 Repayment of short-term borrowing (339,500) -- Proceeds from sale of 7.75% Senior Notes 98,637 -- Payment of deferred financing costs (650) -- Principal payments on mortgages (258) (246) Repayment of mortgages (2,750) (7,214) Repayment of loans receivable for the purchase of shares of beneficial interest 185 281 ----- ----- NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 44,385 (19,871) ------- -------- INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 35,095 (94,279) Cash and cash equivalents at beginning of year 3,116 102,312 ------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 38,211 $ 8,033 ======== ======== 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, 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: Available For Sale of Securities Reported As a Component Of Shareholders' Equity The Trust has adopted Statement of Financial Accounting Standards 115 "Accounting for Certain Investments in Debt and Equity Securities" and, accordingly, has classified all such investments as available-for-sale. All investments are recorded at current market value with an offsetting adjustment to Shareholders' Equity. April 30, 1995 July 31, 1994 Equity Debt Equity Debt ------ ------ ------ ------ Amortized cost/cost basis $ 980 $4,892 $ 977 $5,316 Unrealized holdings gains 733 -- -- -- Unrealized holdings losses -- (754) -- -- ______ ______ ______ ______ Fair value $1,713 $4,138 $ 977 $5,316 ====== ====== ====== ====== The debt securities have maturity dates ranging from 1996 to 2009. Note C: Notes Payable The Trust has an unsecured revolving credit facility which provides for up to $100 million of until November 28, 1995. At the time of borrowing, the Trust can choose from three interest rate options. There are restrictive covenants that place a ceiling on total indebtedness of the lesser of 50% of tangible net worth or $250,000,000, a ceiling on mortgage indebtedness of $105,000,000, a minimum interest coverage ratio of 2.5 to 1 and a minimum tangible net worth of $400,000,000. Note D: 7.75% Senior Notes Payable In April, 1995 the Trust issued $100 million face amount 7.75% unsecured ten year Senior Notes due April 6, 2005. The effective interest on the notes is 7.95%. The notes were issued at a discount of $1,363,000 which is being amortized over their life using the effective interest method. Interest is payable semiannually and the principal is due at maturity. There is a restrictive covenant that limits the amount of additional debt that can be incurred to 65% of total assets. For the nine and three months ended April 30, 1995, $6,000 of amortized discount was included in interest expenses. Note E: Supplemental Cash Flow Information State and local income taxes paid for the nine months ended April 30, 1995 and 1994 were $121,000 and $108,000, respectively. Interest paid for the nine months ended April 30, 1995 and 1994 was $4,220,000 and $1,914,000, respectively. Interest costs capitalized for the nine months ended April 30, 1995 and 1994 were $978,000 and $296,000, respectively. The Trust entered into the following non-cash investing and financing activities (in thousands): 4/30/95 4/30/94 ------- ------- Mortgage obligations assumed upon the purchase of property $5,443 $12,019 Discount on issuance of 7.75% Senior Notes $1,363 Note F: Provision for Doubtful Accounts The provision for doubtful accounts is net of recoveries. For the nine months ended April 30, 1995 and 1994, recoveries were $400,000 and $201,000, respectively. For the three months ended April 30, 1995 and 1994, recoveries were $56,000 and $27,000, respectively. Note G: Subsequent Event Id June, 1995 the Trust issued $81 million face amount 6.8% unsecured Senior Notes (the "Notes") due May 15, 2002. The Notes were issued at a discount of $314,280 which will be amortized over the life of the Notes using the effective interest method. Interest is payable semiannually and the principal is due at maturity. Note H: Impact of New Accounting Standard In March, 1995 the Financial Accounting Standards Board issued FSAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The Trust is currently assessing the impact of this statement, which will be effective for financial statements issued for fiscal year beginning December 15, 1995. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I. Liquidity and Capital Resources On April 30, 1995 the Trust had $44,062,000 in available cash, cash equivalents and marketable securities. Debt at April 30, 1995 consisted of $30,496,000 of mortgages and $98,643,000 of 7.75% Senior Notes payable net of unamortized discount. On April 6, 1995, the Trust issued 7.75% Senior Notes due April 6, 2005. Proceeds received by the Trust, net of discounts and underwriting fees, were $97,987,000. The dividend reinvestment program provided $10,129,000 during the nine month period ended April 30, 1995. In addition, the Trust made dividend distributions of $53,429,000 to shareholders, paid $39,400,000 to acquire seven shopping centers (803,000 gross leasable square feet) and two apartment properties (294 units) and spent approximately $26,945,000 in expansion and improvements to properties. Funds from operations (net income plus depreciation and amortization of properties less gains from asset sales) increased $12,445,000 to $57,838,000 ($1.10/share) from $45,393,000 ($.92/share) in the prior year's nine month period. Subsequent to April 30, 1995 the Trust issued $81 million face amount unsecured 6.8% Senior Notes due May 15, 2002. Proceeds, net of discount and underwriting fees, were $80,379,000. II. Results of operations for the nine months ended April 30, 1995 and 1994 A. Revenues Rental income and related revenues increased $22,807,000 to $92,075,000. The increase was primarily due to the acquisition of new properties and the expansion of two factory outlet centers. All classes of property had increased revenue. Interest and dividend income decreased $1,081,000 due to a reduced investment base during this period compared to the prior year. The lower investment base is a result of funds used for the purchase of 34 properties (22 shopping centers, nine apartments, three factory outlets) since July 31, 1993. B. Operating Expenses Operating costs and leasehold rents increased $5,796,000 to $21,966,000. The increase was due primarily to the acquisition of new properties. Real estate and other taxes increased $1,872,000 to $8,805,000. The increase was due primarily to new property acquisitions. Interest expense increased $2,148,000 to $3,766,000. The increase is due to a higher level of debt caused by the assumption of mortgages in connection with the purchase of two properties, the use of the Trust's $100 million unsecured revolving line of credit and the issuance of $100 million 7.75% Senior Notes in April, 1995. The increase in interest expense was partially offset by the capitalization of interest on construction projects which expanded several factory outlets and a shopping center. Depreciation and amortization of properties increased $2,630,000 to $10,871,000. This was due primarily to the acquisition of properties. Provision for doubtful accounts, net recoveries, decreased principally because recoveries were higher than they were in the nine months of fiscal 1994. C. Administrative Expenses Administrative expenses as a percentage of total revenue decreased to 1.8% from 3.0%. The decrease was due primarily to the increase in revenue from newly acquired properties without a corresponding increase in expenses. D. Gains on property and securities There were neither property sales nor sales of securities during the nine months ended April 30, 1995. III. Results of operations for the three months ended April 30, 1995 and 1994 A. Revenues Rental income and related revenues increased $6,323,000 to $31,711,000. The increase was primarily due to the acquisition of new properties. In addition, there was an increase in revenues in all categories of properties owned in both periods. Interest and dividend income increased $147,000 due to the investment of the uncommitted proceeds from the sale of 7.75% Senior Notes in April, 1995. During May, 1995 these proceeds were invested in newly acquired properties. B. Operating Expenses Operating costs and leasehold rents increased $831,000 to $7,133,000. The increase was due primarily to the acquisition of new properties. Real estate and other taxes increased $667,000 to $3,054,000. The increase was due primarily to new property acquisitions. Interest expense increased $1,464,000 to $2,104,000. The increase was due primarily to the higher level of debt resulting from the use of the Trust's $100 million unsecured revolving line of credit and the issuance of $100 million 7.75% Senior Notes in April, 1995. In addition, the prior period's expense had been reduced because of the capitalization of interest on construction projects. There was no capitalization of interest in the current quarter. Depreciation and amortization of properties increased $718,000 to $3,741,000. This was due primarily to the acquisition of properties. C. Administrative Expenses Administrative expenses as a percentage of total revenue decreased to 1.7% from 2.2%. The decrease was due primarily to the increase in revenue from newly acquired properties without a corresponding increase in expenses. IV. Impact of new accounting standard In March, 1995 the Financial Accounting Standards Board issued FSAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The Trust is currently assessing the impact of this statement, which will be effective for financial statements issued for fiscal year beginning December 15, 1995. PART II - OTHER INFORMATION Item 4. None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit: The following exhibit is being filed: 11.1 Statement of Computation of Earnings Per Share (b) For EDGAR filing purposes only, this report contains Exhibit 27, Financial Data Schedule. (c) During the period covered by this report the Trust filed the following reports on Form 8-K: 1. Form 8-K/A Amendment 2 dated March 23, 1995 to Form 8-K dated July 14, 1994. This report contained Item 7: Financial Statements, Pro Forma Financial Statements and Exhibits (Consent of the Independent Accountants). 2. Form 8-K/A Amendment 2 dated March 23, 1995 to Form 8-K dated August 8, 1994. This report contained Item 7: Financial Statements, Pro Forma Financial Statements and Exhibits (Consent of the Independent Accountants). 3. Form 8-K dated March 27, 1995 (filed March 28, 1995). This report contained the indenture agreement for the Trust's 7.75% Senior Notes. 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: June 8, 1995 NEW PLAN REALTY TRUST By:/s/ Michael I. Brown ------------------------ MICHAEL I. BROWN Chief Financial Officer, Controller NEW PLAN REALTY TRUST INDEX TO EXHIBITS No. 11.1 Statement of Computation of Earnings Per Share 27 Financial Data Schedule (1) (1) Filed in electronic format only. Exhibit 11.1 ------------ Statement of Computation of Earnings Per Share for the Nine Months Ended April 30, 1995 Earnings Per Share Primary Fully Diluted 1. Proceeds upon exercise of options $38,149,000 $38,149,000 2. Market price of shares Closing --- $20.750 Average $20.694 --- 3. Treasury shares that could be repurchased 1,843,481 1,838,506 4. Option shares outstanding 1,932,300 1,932,300 5. Common stock equivalent shares 88,819 93,794 (Excess shares under option over treasury shares that could be repurchased) 6. Weighted average number of shares outstanding 52,808,210 52,808,210 7. Total number of common and common share equivalents 52,897,02 52,902,004 8. Net income for the period $46,967,000 $46,967,000 9. Earnings per share $.89 $.89 10. Reported earnings per share $.89 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. 9-MOS APR-30-1995 APR-30-1995 38,211 5,851 7,436 2,746 0 0 689,718 59,909 711,887 0 129,139 615,772 0 0 (46,426) 711,887 0 94,779 0 41,642 1,724 680 3,766 46,967 0 46,967 0 0 0 46,967 .89 .89 Notes and Accounts Receivables-Trade is Net of Allowances for Doubtful Accounts. Other Assets not shown are: Mortgages and Notes Receivable, Other Receivables, Prepaid Expenses and Deferred Charges, Other Assets which total $30,580. Additional Liabilities not shown are: Other Liabilities, and Tenants' Security Deposits which total $13,402.
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