IRT PROPERTY CO
10-Q, 1994-11-04
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

             (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the Quarterly Period Ended         September 30, 1994    
                                        ---------------------------------

                                       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                                      1-7859
       ------------------------------------------------------------------

                               IRT PROPERTY COMPANY                      
       ------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Georgia                                 58-1366611
       ------------------------------                --------------------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

       200 Galleria Parkway, Suite 1400
              Atlanta, Georgia                              30339
       --------------------------------              --------------------
           (Address of principal                          (Zip Code)
             executive offices)

                                (404) 955-4406                           
       ------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                      N/A                                
       ------------------------------------------------------------------
                 (Former name, former address and former fiscal
                      year, if changed since last report)

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No ___


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

             Class                        Outstanding at November 4, 1994
  --------------------------              -------------------------------

  Common Stock, $1 Par Value                     25,387,837 Shares
<PAGE>   2
                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                              IRT PROPERTY COMPANY

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    September 30,             December 31,
                                                                        1994                      1993    
                                                                    --------------            ------------
                                                                      (Unaudited)
 <S>                                                                 <C>                        <C>
 ASSETS
 Real estate investments:

   Rental properties, at cost                                        $360,817,451               $331,012,764
   Accumulated depreciation                                           (39,507,335)               (33,463,530)
                                                                      -----------                ----------- 

                                                                      321,310,116                297,549,234

   Net investment in direct financing
         leases                                                         9,329,084                  9,461,899
   Mortgage loans, net of interest
         discounts of $311,588 in 1994 and
         $313,253 in 1993                                               8,346,359                  8,392,959
                                                                      -----------                -----------

            Net real estate investments                               338,985,559                315,404,092

 Cash and cash equivalents                                             41,399,628                 78,629,700
 Accrued interest receivable                                              452,606                    895,556
 Prepaid expenses and other assets                                      8,104,325                  7,389,777
                                                                      -----------                -----------

                                                                     $388,942,118               $402,319,125
                                                                      ===========                ===========
 LIABILITIES & SHAREHOLDERS' EQUITY

 Liabilities:
   Mortgage notes payable plus net
     interest premium of $111,002 in
     1994 and $163,244 in 1993                                       $ 89,520,694               $ 98,878,505
   7.3% convertible subordinated
     debentures due August 15, 2003                                    86,250,000                 86,250,000
   Accrued interest on debentures                                         804,521                  2,116,240
   Accrued expenses and other
     liabilities                                                        6,388,834                  3,617,213
   Deferred income taxes                                                1,122,000                  1,122,000
                                                                      -----------                -----------

       Total liabilities                                              184,086,049                191,983,958
                                                                      -----------                -----------

 Shareholders' Equity:
   Common stock, $1 par value,
     authorized 75,000,000 shares;
     25,387,837 shares issued and
     outstanding in 1994 and 25,288,624
     shares in 1993                                                    25,387,837                 25,288,624
   Additional paid-in capital                                         197,677,158                196,793,150
   Cumulative distributions in excess
     of net earnings                                                  (18,208,926)               (11,746,607)
                                                                      -----------                ----------- 

       Total shareholders' equity                                     204,856,069                210,335,167
                                                                      -----------                -----------

                                                                     $388,942,118               $402,319,125
                                                                      ===========                ===========
</TABLE>


              The accompanying notes are an integral part of these
                          consolidated balance sheets.

                                      -1-
<PAGE>   3
                              IRT PROPERTY COMPANY

                      CONSOLIDATED STATEMENTS OF EARNINGS
                  For the Three- and Nine-Month Periods Ended
                          September 30, 1994 and 1993
                                  (Unaudited)
                                       
<TABLE>
<CAPTION>
                                                Three Months Ended                  Nine Months Ended
                                                  September 30,                       September 30,  
                                                ------------------                  -----------------

                                                1994             1993             1994              1993
                                                ----             ----             ----              ----
 <S>                                       <C>               <C>              <C>               <C>
 Revenues:
   Income from rental
 properties                                 $11,455,323       $10,860,346      $32,738,597       $31,303,133
   Interest                                     611,617           551,725        2,347,134         1,261,551
   Interest on direct
 financing leases                               239,721           244,305        1,014,943           954,911
                                             ----------        ----------       ----------        ----------

                                             12,306,661        11,656,376       36,100,674        33,519,595
                                             ----------        ----------       ----------        ----------

 Expenses:
   Operating expenses of real
         estate investments                   2,648,280         2,686,067        7,504,297         7,697,699
   Interest on mortgages                      1,962,627         2,587,617        6,231,450         8,058,371
   Interest on debentures                     1,551,623           560,787        4,685,666           864,051
   Interest on indebtedness
         to bank                                 24,502           205,674           72,750           361,343
   Depreciation                               2,092,424         1,965,138        6,043,805         5,706,570
   Amortization of debt costs                   111,786            51,947          334,668           101,169
   General & administrative                     764,820           547,071        2,056,738         1,697,535
                                             ----------        ----------       ----------        ----------

                                              9,156,062         8,604,301       26,929,374        24,486,738
                                             ----------        ----------       ----------        ----------

       Earnings from
         operations                           3,150,599         3,052,075        9,171,300         9,032,857
 Gain on sales of properties
 (capital loss)                                 257,036           306,625      (3,428,418)           306,625
                                             ----------        ----------      ----------         ----------

       Earnings before
         extraordinary item                   3,407,635         3,358,700        5,742,882         9,339,482
 Extraordinary item -
   Gain (loss) on
   extinguishment of
   debt                                          -             (1,440,478)       3,748,095        (1,440,478)
                                             ----------        ----------       ----------        ---------- 

       Net earnings                         $ 3,407,635       $ 1,918,222      $ 9,490,977       $ 7,899,004
                                             ==========        ==========       ==========        ==========

 Per Share:

   Earnings from operations                       $0.12            $ 0.14           $ 0.36            $ 0.42

   Gain on sales of
     properties
     (capital loss)                                0.01              0.01            (0.14)             0.01
                                                   ----             -----            -----             -----

       Earnings before
         extraordinary
         item                                      0.13              0.15             0.22              0.43

   Extraordinary item                                -              (0.06)            0.15             (0.06)
                                                   ----             -----            -----             ----- 

       Net earnings                               $0.13            $ 0.09           $ 0.37            $ 0.37
                                                   ====             =====            =====             =====



 Weighted average number of
   shares outstanding                        25,367,434        22,417,222       25,332,596        21,508,332
                                             ==========        ==========       ==========        ==========
</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      -2-
<PAGE>   4



                              IRT PROPERTY COMPANY

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
                                  (UNAUDITED)





<TABLE>
<CAPTION>
                                                             Additional        Distributions           Total
                                            Common            Paid-In          in Excess of        Shareholders'
                                            Stock            Capital           Net Earnings           Equity    
                                            ------          ----------         -------------       -------------
 <S>                                       <C>                <C>                <C>                  <C>
 Balance at December 31,
   1992                                    $21,016,570        $155,618,551       $ (8,061,119)        $168,574,002

 Net earnings for period                        -                   -               7,899,004            7,899,004

 Cash dividends paid -
   $.63 per share                               -                   -             (13,267,620)         (13,267,620)

 Issuance of common stock,
   net                                       4,127,580          39,656,684             -                43,784,264

 Issuance of shares under
   Dividend Reinvestment
   Plan, net                                    88,642             943,941             -                 1,032,583

 Issuance of shares for the
   acquisition of properties                    24,861             304,627             -                   329,488

 Exercise of incentive stock
   options                                       4,439              19,641             -                    24,080
                                            ----------         -----------        -----------          -----------
 Balance at September 30,
   1993                                    $25,262,092        $196,543,444       $(13,429,735)        $208,375,801
                                            ==========         ===========        ===========          ===========




 Balance at December 31,
   1993                                    $25,288,624        $196,793,150       $(11,746,607)        $210,335,167

 Net earnings for period                        -                   -               9,490,977            9,490,977

 Cash dividends paid -
   $.63 per share                               -                   -             (15,953,296)         (15,953,296)

 Issuance of shares under
   Dividend Reinvestment
   Plan, net                                    70,820             612,258             -                   683,078

 Issuance of shares for the
   acquisition of properties                    27,383             269,619             -                   297,002

 Exercise of Incentive Stock
   Options                                       1,010               2,131             -                     3,141
                                            ----------         -----------        -----------          -----------


 Balance at September 30,
   1994                                    $25,387,837        $197,677,158       $(18,208,926)        $204,856,069
                                            ==========         ===========        ===========          ===========
</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      -3-
<PAGE>   5
                              IRT PROPERTY COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     1994                    1993
                                                                                     ----                    ----
 <S>                                                                             <C>                     <C>
 Cash flows from operating activities:
   Earnings before extraordinary item                                            $  5,742,882            $  9,339,482
   Adjustments to reconcile earnings to net cash from
       operating activities:
       Depreciation                                                                 6,043,805               5,706,570
       Capital loss (gain on sales of properties)                                   3,428,418                (306,625)
       Amortization of debt costs                                                     334,668                 101,169
       Recovery of investment in direct
         financing leases                                                             132,815                 130,443
                                                                                  -----------              ----------

                                                                                   15,682,588              14,971,039
       Changes in accrued assets and liabilities:
         Increase (decrease) in accrued interest
           on debentures -
             7.3% interest payable                                                 (1,311,719)                510,240
             2.0% interest payable                                                     -                       (9,550)
             Accrued premium on 2.0% debentures                                        -                      286,958
         Decrease in interest receivable, prepaid
             expenses and other assets                                               (852,966)             (1,253,644)
         Increase in accrued expenses and other
             liabilities                                                            2,900,571               3,500,367
                                                                                  -----------             -----------


       Net cash flows from operating activities                                    16,418,474              18,005,410
                                                                                  -----------             -----------

 Cash flows from (used in) investing activities:
   Proceeds from sale of investments                                                  562,070                 450,000
   Additions to real estate investments, net -
     Acquisitions, expansions and renovations                                     (32,749,806)            (19,659,844)
     Improvements                                                                    (630,617)               (762,442)
   Collections of mortgage loans, net                                                  46,600                   4,881
                                                                                  -----------             -----------
       Net cash flows used in investing
         activities                                                               (32,771,753)            (19,967,405)
                                                                                  -----------             ----------- 

 Cash flows from (used in) financing activities:
   Cash dividends paid, net                                                       (15,270,218)            (12,235,037)
   Issuance of common stock, net                                                       -                   43,784,264
   Exercise of Incentive Stock Options, net                                             3,141                  24,080
   Issuance of 7.3% convertible subordinated
     debentures, net                                                                   -                   82,551,620
   Redemption of 2% convertible subordinated debentures                                -                   (8,308,500)
   Amortization of mortgage notes payable, net                                       (979,716)             (1,171,437)
   Repayment of mortgage notes payable, net                                        (8,378,095)            (22,815,915)
   Decrease in bank indebtedness, net                                                  -                   (1,200,100)
   Extraordinary item -
     Gain (loss) on extinguishment of debt                                          3,748,095              (1,440,478)
                                                                                  -----------             ----------- 
       Net cash flows from (used in) financing
         activities                                                               (20,876,793)             79,188,497
                                                                                  -----------             -----------

 Net increase (decrease) in cash and cash equivalents                             (37,230,072)             77,226,502

 Cash and cash equivalents at beginning of period                                  78,629,700                 133,549
                                                                                  -----------             -----------
 Cash and cash equivalents at end of period                                      $ 41,399,628            $ 77,360,051
                                                                                  ===========             ===========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      -4-
<PAGE>   6
                              IRT PROPERTY COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993




<TABLE>
<CAPTION>
                                                                              1994                1993
                                                                              ----                ----
 <S>                                                                    <C>                   <C>
 Supplemental disclosures of cash flow
 information:                         
 -------------------------------------

 Cash paid during the year for interest
   related to:

     Mortgage notes payable                                                $ 6,349,590         $ 8,215,842
     Convertible subordinated debentures -                                                    
       2% interest                                                           6,033,906              76,404
       Premiums                                                                 -                2,578,500

     Indebtedness to banks                                                      72,772             367,485
                                                                            ----------          ----------
         Total cash paid during the period
           for interest                                                    $12,456,268         $11,238,231
                                                                            ==========          ==========

 Supplemental schedule of noncash investing
 and financing activities:                 
 ------------------------------------------
 Acquisitions:

   Cost of acquisitions, expansions and                                    $33,046,808         $27,789,332
     renovations
   Additions to mortgage notes payable -
     Assumed                                                                    -               (7,800,000)

   Issuance of common stock                                                   (297,002)           (329,488)
                                                                            ----------          ---------- 

       Cash paid for acquisitions, expansions
         and renovations of real estate
         investments                                                       $32,749,806         $19,659,844
                                                                            ==========          ==========
</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      -5-
<PAGE>   7
                              IRT PROPERTY COMPANY

                   Notes to Consolidated Financial Statements
                          September 30, 1994 and 1993        


1.   Unaudited Financial Statements and Reclassification

     These consolidated financial statements for interim periods are unaudited
and should be read in connection with the Company's Annual Report to
Shareholders for the year ended December 31, 1993.  In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to a fair presentation of the financial statements as of September
30, 1994 and 1993 have been recorded.  Certain items on the consolidated
statements of cash flows have been reclassified to conform with the 1994
presentation.

2.   Earnings Per Share

     Earnings per share have been computed based on the weighted average number
of shares of common stock outstanding.  The effect on earnings per share
assuming conversion of the 7.3% convertible subordinated debentures would be
anti-dilutive.  Exercise of the outstanding stock options would not have a
material dilutive effect on earnings per share.

3.   Interest on Short-Term Investments

     Interest income includes income on certificates of deposit of $1,945,896
and $197,555 for the nine-month periods ended September 30, 1994 and 1993,
respectively, and $522,697 and $197,555 for the quarters ended September 30,
1994 and 1993, respectively.

4.   Purchase of Rental Properties

     On June 30, 1994, the Company purchased two shopping centers in Cooper
City and Sunrise, Florida for approximately $25,350,000 cash.

     On August 31, 1994, the Company purchased a shopping center in Albemarle,
North Carolina for approximately $3,010,000 cash.

5.   Mortgage Loan Investment

     On April 14, 1994, the borrower under the Spanish Quarter Apartments
wrap-around mortgage loan filed Chapter 11 bankruptcy.  This  wrap-around
mortgage, with  an  outstanding


                                      -6-
<PAGE>   8
balance of $5,234,897, is subject to two first mortgages having an aggregate
balance of $1,185,651 as of September 30, 1994.  In accordance with the
Company's accounting policy on income recognition, the Company ceased accruing
interest income on the wrap-around mortgage loan effective April 1, 1994.  The
debtor has filed a plan of reorganization under which the Company would receive
all past due payments, the cash interest rate under the mortgage would be
reduced from 10% to 9.5% prospectively, and the maturity of the loan would be
extended to September 1, 2001.  This plan is contingent upon approval of the
bankruptcy court.

6.   Gain on Sales of Properties

     In September 1994, the Company sold two parcels of land totaling 2.03
acres at its Forest Hills Shopping Center in Wilson, North Carolina for an
aggregate sales price of $590,000 and recognized gains totaling approximately
$257,000 for financial reporting purposes.

     On July 2, 1993, the Company sold a land purchase-leaseback investment in
Nashville, Tennessee for a total sales price of $450,000 and recognized a gain
of approximately $307,000 for financial reporting purposes.

7.   Extraordinary Item and Capital Loss

     On June 28, 1994, the Company purchased the 9.5% mortgage note payable
secured by Valley West Mall in Glendale, Arizona for $4,500,000.  The mortgage
note payable had an outstanding principal balance of $8,248,095, which resulted
in an extraordinary gain on extinguishment of this indebtedness of $3,748,095
for both financial reporting and tax purposes.  As a result of this
transaction, the Company also recorded a $3,685,454 reduction in the carrying
value of Valley West Mall due to a permanent impairment in the value of this
investment.  For tax purposes, the Company will not be able to claim this
deduction until the actual disposition of the property.  In addition, on August
3, 1994, the Company also acquired the land underlying this investment for
$1,500,000 cash and terminated the ground lease.

     During the third quarter of 1993, the Company prepaid in full nine
mortgage notes payable totaling approximately $21,896,000 with interest rates
ranging from 9.3% to 13.625% for financial reporting purposes.  The Company
recognized an extraordinary loss on these prepayments of approximately
$1,440,000, representing $186,000 of unamortized net interest discounts and
$1,254,000 of prepayment penalties.

8.   Commitments and Contingencies

     During 1992, the Company purchased from the Sofran Group and the IBM
Retirement Plan Trust Fund (advised by Dreyfus


                                      -7-
<PAGE>   9
Realty Advisors) 17 shopping centers which have certain rental guaranties from
the sellers.  At the time of the purchases,  290,762 shares of the Company's
common stock (representing approximately $3,003,000 of the purchase price) were
retained as "holdback shares."  The Company may be required to issue all or a
portion of the holdback shares at various dates over the next 30 months if
certain occupancy levels on a portfolio basis or on agreed-upon spaces are
achieved by the end of the respective periods.

     The Sofran holdback, which expires January 1995, contained a total of
169,290 shares.  For the period August 1, 1992 through December 31, 1993, the
number of shares available to the sellers was reduced by 110,540 shares and the
Company issued 9,182 shares to the sellers, leaving a balance of 49,568
holdback shares.

     The Dreyfus holdback, which expires December 1995, contained a total of
121,472 shares.  For the period December 23, 1992 through June 30, 1994, the
number of shares available to the sellers was reduced by 30,935 shares and the
Company issued 50,680 shares to the sellers, leaving a balance of 39,857
holdback shares.

     The shares issued represented additional cost of acquisition for financial
reporting purposes.  In addition, during the holdback periods, the sellers are
entitled to amounts equivalent to dividends on the holdback shares until such
time as their right to receive such holdback shares may be extinguished at the
close of the periods.  The Company paid dividend equivalents of $31,227 and
$75,348 during the first nine months of 1994 and 1993, respectively, to the
sellers of the Sofran centers.  Also, the Company paid dividend equivalents of
$37,779 and $69,822 during the first three quarters of 1994 and 1993,
respectively, to the sellers of the Dreyfus centers.  These payments are
considered part of the cost of acquisition on the respective payment dates.

     Additionally, the seller of one of the IBM/Dreyfus centers pledged 115,343
of its IRT Property Company shares to the Company as collateral for a guarantee
of rents payable by one of the anchor tenants which had filed bankruptcy.  For
the period December 23, 1992 through June 30, 1994, 21,573 shares held as
collateral were released to the seller and 3,501 shares were retired, leaving a
balance of 90,269 shares.

9.   Subsequent Event

     On November 1, 1994, the Company purchased a shopping center in Eden,
North Carolina for a purchase price of approximately $3,513,000 cash.


                                      -8-
<PAGE>   10
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

     Material Changes in Financial Condition.  Acquisitions, expansions and
renovations of real estate investments during the first three quarters of 1994,
aggregating approximately $33,047,000, consisted of:

     (a)  the purchase of three shopping center investments;

     (b)  the payment of dividend equivalents on the holdback shares retained
          in the 1992 purchases of 17 shopping center investments (See Note 8);

     (c)  the issuance of certain of the holdback shares earned by one of the
          sellers;

     (d)  the funding of expansion or redevelopment costs of six existing
          investments; and

     (e)  the purchase of the land underlying Valley West Mall for $1,500,000
          cash, extinguishing approximately $204,000 of ground lease payments
          (See Note 7).

     These acquisitions and expansions were funded by approximately $32,750,000
cash and the issuance of 27,383 shares of the Company's common stock valued at
$10.85 per share.

     The Company also utilized $4,500,000 of cash to purchase its $8,248,000
mortgage note payable secured by Valley West Mall.  This purchase resulted in
the recognition of an extraordinary gain on extinguishment of debt of
approximately $3,748,000 and a reduction in annual debt service of
approximately $1,076,000.  As a result of this transaction, the Company reduced
the carrying value of this investment by approximately $3,685,000 due to a
permanent impairment in its value (See Note 7).

     Material Changes in Results of Operations.  Funds from operations is
defined as net cash flows from operating activities before changes in accrued
assets and liabilities.  Funds from operations totaled $5,400,260, or $.21 per
share, and $5,121,602, or $.23 per share, for the three-month periods ended
September 30, 1994 and 1993, respectively, and $15,682,588, or $.62 per share,
and $14,971,039, or $.70 per share, for the nine-month periods then ended.

     During the quarter and nine months ended September 30, 1994, the Company
had an average of approximately $45,500,000 and $65,900,000, respectively, of
the proceeds of the August

                                      -9-
<PAGE>   11
1993 equity and debenture offerings invested in short-term money market
investments earning an average interest rate of approximately 4.5% and 3.9%,
respectively.  This resulted in temporary dilution in funds from operations.
This temporary dilution will cease as this cash is invested in higher-yielding
real estate investments which the Company is actively pursuing.  During the
same periods of the previous year, the Company had average short-term money
market investments of approximately $7,980,000 and $19,950,000, respectively.

     The Company's 1993 and 1994 property acquisitions and expansions, offset
by property sales and the ongoing redevelopment of two shopping centers,
resulted in net increases in income from rental properties and depreciation
expense during the three- and nine-month periods ended September 30, 1994.

     The increase in interest income during the quarter and nine months ended
September 30, 1994 was primarily due to an increase of approximately $325,000
and $1,748,000, respectively, of interest earned on short-term investments over
that of 1993.  This increase was partially offset by a decrease in interest
income of approximately $107,000 and $321,000, respectively, due to the
repayment of two of the Company's mortgage loan investments in December 1993
and $157,000 and $341,000, respectively, due to the April 1, 1994 cessation of
interest recognition on the Company's wrap-around mortgage loan secured by
Spanish Quarter Apartments (See Note 5).

     During the first quarter of 1994, the Company received percentage rent
totaling approximately $292,000 from its four Wal-Mart investments accounted
for as direct financing leases, an increase of approximately $73,000 over that
received in 1993.

     The decrease in interest on mortgages was primarily due to the repayment
of eleven mortgage notes payable during 1993, the refinancing of a 12.625%
mortgage at 8.125% in March 1994, and the purchase of the 9.5% mortgage secured
by Valley West Mall in June 1994.  This decrease was partially offset by
additional interest from 1993 acquisitions.

     The increases in interest on debentures and amortization of debt costs
during the three- and nine-month periods ended September 30, 1994 resulted from
the issuance of $86,250,000 of 7.3% convertible subordinated debentures in
August 1993, partially offset by the Company's redemption of the remaining 2%
convertible subordinated debentures on August 1, 1993.

     The Company had no borrowings under its bank credit facility during the
nine months ended September 30, 1994, but

                                      -10-
<PAGE>   12
had average borrowings of approximately $8.6 million and $15.7 million during
the quarter and nine months ended September 30, 1993.  This resulted in
decreased interest expense on bank debt for the comparable periods in 1994.

     The increase in general and administrative expenses in 1994 was primarily
due to the costs of increased administrative and property management personnel
as well as increased shareholder relations costs and professional services.

     The Company recognized gains of approximately $257,000 on the sale of two
outparcels in September 1994 and $307,000 on the sale of a land
purchase-leaseback investment in July 1993.

     In June 1994, the Company recognized an extraordinary gain of
approximately $3,748,000 on the purchase/repayment of the 9.5% mortgage secured
by Valley West Mall and recorded a capital loss of approximately $3,685,000 on
the write-down of the carrying value of this investment.

     During the three and nine months ended September 30, 1993, the Company
recognized extraordinary losses of approximately $1,440,000 on the prepayment
of nine mortgage notes payable aggregating approximately $21,896,000 of
principal at interest rates ranging from 9.3% to 13.625%.





                                      -11-
<PAGE>   13
PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

     (b)  Reports on Form 8-K.  The Company filed a Current Report on Form 8-K
dated July 14, 1994 (date of event reported, June 30, 1994), as amended under a
Form 8-K/A dated August 1, 1994, reporting, under Items 2 and 7, the
acquisition of two shopping centers as of June 30, 1994, which Form 8-K, as
amended, is incorporated herein by reference.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.


               IRT PROPERTY COMPANY


Date: November 4, 1994             /s/ Donald W. Macleod     
      ----------------             ----------------------------
                                    Donald W. MacLeod
                                    Chairman & President


Date: November 4, 1994             /s/ Mary M. Thomas        
      ----------------             ----------------------------
                                    Mary M. Thomas
                                    Executive Vice President &
                                    Chief Financial Officer





                                      -12-
<PAGE>   14
                              INDEX TO EXHIBITS


EXHIBIT NUMBER          DESCRIPTION
- - --------------          -----------

      27                Financial Data Schedule (for SEC use only)

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF IRT PROPERTY COMPANY FOR THE THIRD QUARTER ENDED
SEPTEMBER 30, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          41,400
<SECURITIES>                                         0
<RECEIVABLES>                                      453
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                49,956
<PP&E>                                         370,147
<DEPRECIATION>                                (39,507)
<TOTAL-ASSETS>                                 388,942
<CURRENT-LIABILITIES>                            7,193
<BONDS>                                        175,771
<COMMON>                                        25,388
                                0
                                          0
<OTHER-SE>                                     179,468
<TOTAL-LIABILITY-AND-EQUITY>                   388,942
<SALES>                                         33,754
<TOTAL-REVENUES>                                36,101
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                15,605
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              11,325
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              9,171
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  3,748
<CHANGES>                                            0
<NET-INCOME>                                     9,491
<EPS-PRIMARY>                                     0.37
<EPS-DILUTED>                                        0
        

</TABLE>


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