<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 March 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 1-7859
- -------------------------------------------------------------------------------
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)
(770) 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 May 8, 1996
- --------------------------- --------------------------
Common Stock, $1 Par Value 25,728,346 Shares
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
IRT PROPERTY COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
-------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Real estate investments:
Rental properties, at cost $443,157,300 $452,508,601
Accumulated depreciation (49,230,501) (51,600,890)
------------ ------------
393,926,799 400,907,711
Net investment in direct financing leases 9,044,795 9,097,717
Mortgage loans, net of interest discounts of
$255,938 in 1996 and $266,957 in 1995 12,270,904 8,499,210
------------ ------------
Net real estate investments 415,242,498 418,504,638
Cash and cash equivalents 8,176,710 16,400
Accrued interest receivable 555,320 544,073
Prepaid expenses and other assets 8,115,034 8,332,907
------------ ------------
$432,089,562 $427,398,018
============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable plus net
interest premium of $61,491 in 1996 and $78,657 in 1995 $ 92,579,388 $ 99,188,181
7.3% convertible subordinated
debentures due August 15, 2003 84,905,000 84,905,000
7.45% senior notes due April 1, 2001, net of
interest discount of $83,400 49,916,600 -
Indebtedness to banks - 36,000,000
Accrued interest on debentures 791,971 2,341,488
Accrued interest on senior notes 62,083 -
Accrued expenses and other liabilities 5,482,766 5,265,202
Deferred income taxes 1,068,000 1,068,000
------------ ------------
Total liabilities 234,805,808 228,767,871
------------ ------------
Commitments and Contingencies (Note 7)
Shareholders' Equity:
Common stock, $1 par value,
authorized 75,000,000 shares; 25,726,501
shares issued and outstanding in 1996
and 25,689,002 shares in 1995 25,726,501 25,689,002
Additional paid-in capital 200,605,139 200,318,168
Cumulative distributions in excess of net earnings (29,047,886) (27,377,023)
------------ ------------
Total shareholders' equity 197,283,754 198,630,147
------------ ------------
$432,089,562 $427,398,018
============ ============
</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 Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Revenues:
Income from rental properties $14,362,254 $14,472,991
Interest 225,660 222,720
Interest on direct financing leases 275,639 584,596
----------- -----------
14,863,553 15,280,307
----------- -----------
Expenses:
Operating expenses of real estate investments 2,848,771 3,116,001
Interest on mortgages 2,097,189 2,382,034
Interest on debentures 1,549,515 1,561,517
Interest on senior notes 62,183 -
Interest on indebtedness to banks 652,475 525,468
Depreciation 2,655,645 2,586,841
Amortization of debt costs 129,404 110,951
General & administrative 965,845 801,274
----------- -----------
10,961,027 11,084,086
----------- -----------
Earnings before gain (loss) on real estate investments 3,902,526 4,196,221
Gain (loss) on real estate investments:
Gain (loss) on sales of properties 207,496 (16,673)
----------- -----------
Net earnings $ 4,110,022 $ 4,179,548
=========== ===========
Per Share:
Net earnings $ 0.16 $ 0.16
=========== ===========
Weighted average number of shares outstanding 25,703,694 25,475,205
=========== ===========
</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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(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, 1994 $25,420,747 $197,937,465 $(20,319,748) $203,038,464
Net earnings for period - - 4,179,548 4,179,548
Cash dividends paid -
$.21 per share - - (5,349,228) (5,349,228)
Issuance of shares under
Dividend Reinvestment Plan, net 30,323 251,940 - 282,263
Conversion of debentures, net 119,554 1,175,718 - 1,295,272
Issuance of shares for the
acquisition of properties 7,322 65,166 - 72,488
----------- ------------ ------------ ------------
Balance at March 31, 1995 $25,577,946 $199,430,289 $(21,489,428) $203,518,807
=========== ============ ============ ============
Balance at December 31, 1995 $25,689,002 $200,318,168 $(27,377,023) $198,630,147
Net earnings for period - - 4,110,022 4,110,022
Cash dividends paid -
$.225 per share - - (5,780,885) (5,780,885)
Issuance of shares under
Dividend Reinvestment Plan, net 33,705 255,765 - 289,470
Issuance of shares for the
acquisition of properties 3,794 31,206 - 35,000
----------- ------------ ------------ ------------
Balance at March 31, 1996 $25,726,501 $200,605,139 $(29,047,886) $197,283,754
=========== ============ ============ ============
</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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 4,110,022 $ 4,179,548
Adjustments to reconcile earnings to net cash from operating
activities:
Depreciation 2,655,645 2,586,841
Loss (gain) on sales of properties (207,496) 16,673
Amortization of debt costs 129,404 110,951
Amortization of capital leasing income 52,922 61,400
----------- -----------
6,740,497 6,955,413
Changes in accrued assets and liabilities:
Decrease in accrued interest on debentures (1,549,517) (1,586,607)
Increase in accrued interest on senior notes 62,083 -
Decrease in interest receivable, prepaid
expenses and other assets 599,397 730,479
Increase in accrued expenses and other
liabilities 217,664 2,004,103
----------- -----------
Net cash flows from operating activities 6,070,124 8,103,388
----------- -----------
Cash flows from (used in) investing activities:
Proceeds from sales of properties, net 1,589,060 308,327
Additions to real estate investments, net -
Acquisitions, expansions and renovations (308,487) (5,701,268)
Improvements (512,810) (159,135)
Collections of mortgage loans, net 28,306 11,562
Additions to mortgage loans - (78,067)
----------- -----------
Net cash flows from (used in) investing activities 796,069 (5,618,581)
----------- -----------
Cash flows from (used in) financing activities:
Cash dividends paid, net (5,491,415) (5,066,965)
Amortization of mortgage notes payable, net (346,045) (402,951)
Repayment of mortgage notes payable, net (6,262,748) -
Increase (decrease) in bank indebtedness, net (36,000,000) 7,000,000
Issuance of 7.45% senior notes, net 49,394,325 -
Cash in lieu of fractional shares on conversion of debentures - (15)
----------- -----------
Net cash flows from financing activities 1,294,117 1,530,069
----------- -----------
Net increase in cash and cash equivalents 8,160,310 4,014,876
Cash and cash equivalents at beginning of period 16,400 1,841,388
----------- -----------
Cash and cash equivalents at end of period $ 8,176,710 $ 5,856,264
============ ===========
</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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow information:
-------------------------------------------------
Cash paid during the period for interest related to:
Mortgage notes payable $2,149,974 $2,363,955
Convertible subordinated debentures 3,099,032 3,148,124
Senior notes 83,500 -
Indebtedness to bank, net of $2,852 and
$30,089 capitalized in 1996 and 1995 569,568 508,599
---------- ----------
Total cash paid during the period
for interest $5,902,074 $6,020,678
========== ==========
Supplemental schedule of noncash investing and financing
activities:
--------------------------------------------------------
Sales of Properties:
Gross proceeds from sales of properties $5,389,060 $ 308,327
Additions to mortgage loans (3,800,000) -
---------- ----------
Cash proceeds from sales of properties, net $1,589,060 $ 308,327
========== ==========
Acquisitions:
Cost of acquisitions, expansions and
renovations $ 343,487 $8,238,101
Additions to mortgage notes payable -
Assumed, including interest premium at date
of acquisition of $80,890 - (2,464,345)
Issuance of common stock (35,000) (72,488)
---------- ----------
Cash paid for acquisitions, expansions and
renovations of real estate investments $ 308,487 $5,701,268
========== ==========
Conversion of debentures:
Debentures converted $ - $1,345,000
Associated unamortized debenture costs - (49,713)
Equity issued on conversion - (1,295,272)
---------- ----------
Cash paid in lieu of fractional shares $ - $ 15
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-5-
<PAGE> 7
IRT PROPERTY COMPANY
Notes to Consolidated Financial Statements
March 31, 1996 and 1995
1. Unaudited Financial Statements
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, 1995. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to a fair presentation of the financial statements as of March 31,
1996 and 1995 have been recorded.
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. Adoption of Financial Accounting Standards
During the first quarter of 1996, the Company adopted the Statement of
Financial Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." This standard
had no effect on the Company's financial statements.
The Company accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB No. 25"). Effective in January 1996, the Company adopted the
disclosure option of SFAS No. 123, "Accounting for Stock-based Compensation."
SFAS No. 123 requires that companies which do not choose to account for
stock-based compensation as prescribed by the statement, shall disclose the pro
forma effects on earnings and earnings per share as if SFAS No. 123 had been
adopted. Additionally, certain other disclosures are required with respect to
stock compensation and the assumptions used to determine the pro forma effects
of SFAS No. 123. The required disclosures will be made on an annual basis in
the Form 10-K.
4. Issuance of 7.45% Senior Notes
On March 26, 1996, the Company issued $50,000,000 of 7.45% senior
notes due April 1, 2001. The senior notes were
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<PAGE> 8
issued at a discount of $83,500 which will be amortized over the life of the
notes for financial reporting purposes. Net proceeds from the issuance totaled
approximately $49,394,000.
Interest on the senior notes is payable semi-annually on April 1 and
October 1. Costs associated with the issuance of the senior notes were
approximately $522,000 and are being amortized over the life of the notes.
5. Purchase of Rental Properties
On January 6, 1995, the Company acquired two shopping centers in
Slidell and Galliano, Louisiana. The cost to the Company aggregated
$6,901,000, consisting of the initial purchase price of $6,658,000, $162,000 of
acquisition costs and an $80,890 premium recorded on the valuation of the
mortgage debt assumed. This acquisition was funded by the assumption of the
$2,383,000 existing mortgage debt and cash of $4,437,000. These two centers
were part of a package of 13 centers, 11 of which were acquired on December 21,
1994.
6. Sales of Properties
On March 31, 1996, the Company sold Valley West Mall in Glendale,
Arizona for a total sales price of $5,450,000. The Company received net cash
proceeds from this sale of approximately $1,589,000 and took back a purchase
money mortgage of $3,800,000. The purchase money mortgage, which matures April
1, 2001, bears interest at a rate of 9.00% and is payable in monthly
installments of $30,576. The Company recognized a gain on this sale of
approximately $207,000 for financial reporting purposes.
On February 27, 1995, the Company sold a parcel of land totaling 1.03
acres at its Siegen Village Shopping Center in Baton Rouge, Louisiana for a
total sales price of $325,000 and recognized a loss of approximately $16,700
for financial reporting purposes.
7. Commitments and Contingencies
During 1992, the Company purchased from the Sofran Group and the IBM
Retirement Plan Trust Fund (advised by Dreyfus 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 holdback periods if certain occupancy levels
on a portfolio basis or on agreed-upon spaces are achieved by the end of the
respective periods.
-7-
<PAGE> 9
The Sofran holdback, which expired in January 1995, contained a total
of 169,290 shares. Over the term of this holdback, 9,182 shares were earned by
and issued to the sellers and the remaining 160,108 shares were forfeited.
The Dreyfus holdback, which expired in December 1995, contained a
total of 121,472 shares. Over the term of this holdback, 86,781 shares were
earned by and issued to the sellers and the remaining 34,691 shares were
forfeited.
The shares issued represented additional cost of acquisition for
financial reporting purposes. In addition, during the holdback periods, the
sellers were entitled to amounts equivalent to dividends on the holdback shares
until such time as their right to receive such holdback shares was extinguished
at the close of the periods. The Company paid no dividend equivalents during
the first three months of 1996 and $4,653 of dividend equivalents during the
first three months of 1995 to the sellers of the Dreyfus centers. These
payments were 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 December 31, 1995, 49,708
shares held as collateral were released to the seller and 12,140 shares were
retired, leaving a balance of 53,495 shares.
-8-
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Material Changes in Financial Condition. During the first quarter of
1996, the Company received cash proceeds of approximately $49,394,000 from the
issuance of $50,000,000 of senior notes due April 2001 and net cash proceeds of
approximately $1,589,000 on the sale of Valley West Mall. It utilized funds of
a) $36,000,000 to repay the outstanding balance of its unsecured revolving term
loan, b) $6,263,000 to repay a 9.780% mortgage at maturity, and c) $298,000 to
fund expansion or redevelopment costs of four existing investments.
During the first quarter of 1995, the Company borrowed $7,000,000
under its revolving term loan and received cash proceeds of approximately
$308,000 on the sale of a parcel of land at its Siegen Village Shopping Center.
It utilized funds of a) $6,820,000 for the acquisition of two shopping center
investments, consisting of cash of approximately $4,437,000 and mortgage debt
of approximately $2,383,000 secured by one of the centers and b) $1,260,000 to
fund expansion or redevelopment costs of six existing investments.
Additionally, $1,345,000 of the Company's 7.3% convertible subordinated
debentures were converted into 119,554 shares of common stock at $11.25 per
share.
Material Changes in Results of Operations. During the first quarter
of 1996, rental income from the Company's core portfolio of shopping center
investments increased approximately $337,000. This increase includes
approximately $106,000 of additional income earned from two property expansions
completed during 1995 and is net of approximately $70,000 less income earned
during the first quarter of 1996 due to two tenant bankruptcies during 1995.
The increase in the Company's core portfolio income was offset by approximately
$57,000 less income earned on three investments sold during 1995. In addition,
rental income from the Company's Valley West Mall investment decreased
approximately $391,000 for the quarter ended March 31, 1996. This decrease
includes approximately $137,000 of property tax reimbursements due to the
tenants as a result of a reduction in property taxes for 1994 and 1995 awarded
by the State of Arizona. The Valley West Mall investment was sold on March 31,
1996 for a gain of approximately $207,000 for financial reporting purposes.
During the first quarter of 1996, the Company received percentage
rentals totaling $43,789 from one of its four Wal-Mart investments accounted
for as direct financing leases. This represented a decrease of approximately
$304,000 over that received during the first quarter of 1995, as Wal-Mart
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<PAGE> 11
has ceased operations in three of the four Wal-Mart investments, from which the
Company received approximately $305,000 of percentage rentals during the first
quarter of 1995. Wal-Mart remains liable under the leases which expire in
January 2011 and continues to pay base rentals, but no further percentage
rentals are anticipated to be earned from these three facilities.
Operating expenses related to the Company's core portfolio of real
estate investments increased approximately $153,000 for the quarter ended March
31, 1996. This increase was offset by approximately $11,000 less expenses
incurred on three investments sold during 1995. In addition, operating
expenses related to the Company's Valley West Mall investment decreased
approximately $409,000. This decrease includes a property tax refund for 1994
and 1995 of approximately $325,000 awarded by the State of Arizona.
Interest expense on mortgages decreased approximately $285,000 for the
first quarter of 1996 due to various mortgages repaid or refinanced during 1995
and the first three months of 1996. During the first quarter of 1996, the
Company repaid at maturity a $6,263,000 mortgage bearing interest at 9.78%.
During 1995, the Company (a) repaid at maturity two variable rate mortgages
totaling $3,524,000, (b) repaid at maturity an $860,000 mortgage bearing
interest at 13.875% (discounted to 9.5% for financial reporting purposes), (c)
refinanced a $9,000,000 mortgage, reducing the face of the mortgage to
$7,500,000 and the interest rate from 9.75% to 8.375% and (d) refinanced a
$12,330,000 mortgage, reducing the face of the mortgage to $11,377,000 and the
interest rate from 9.375% to 8.194%. In addition, a 9.5% fully amortizing
mortgage note payable was extinguished at maturity in August 1995.
Interest expense on bank indebtedness increased approximately $127,000
for the first quarter of 1996. The Company had average borrowings of
approximately $33,443,000 and $24,750,000 at effective interest rates of 7.24%
and 8.40%, respectively, under its bank credit facility during the three months
ended March 31, 1996 and 1995, respectively. In addition, the Company incurred
commitment fees of approximately $39,000 and $6,000 in 1996 and 1995,
respectively, based on the aggregate unused portion of the commitment. The
Company's revolving term loan increased to $100,000,000 from $50,000,000 in
December 1995.
The increase in general and administrative expenses in 1996 was
primarily due to the appointment of a new President and Chief Operating Officer
in October 1995, as well as the costs of increased administrative and property
management personnel and increased state franchise taxes.
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<PAGE> 12
Funds from Operations. Effective January 1, 1996, the Company adopted
the NAREIT definition of funds from operations. NAREIT defines funds from
operations as net income before gains (losses) on real estate investments and
extraordinary items plus depreciation and amortization of capitalized leasing
costs. Amortization of convertible debenture costs is added to funds from
operations when assumed conversion of the debentures is dilutive. Conversion of
the debentures is dilutive and therefore assumed for the quarters ended March
31, 1995 and 1996. Management believes funds from operations should be
considered along with, but not as an alternative to, net income as defined by
generally accepted accounting principles as a measure of the Company's operating
performance. Funds from operations does not represent cash generated from
operating activities in accordance with generally accepted accounting principles
and is not necessarily indicative of cash available to fund cash needs.
The following data is presented with respect to the calculation of
funds from operations under the NAREIT definition for the quarters ended March
31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net Earnings $4,110,022 $4,179,548
Loss (gain) on real estate investments (207,496) 16,673
Depreciation 2,655,645 2,586,841
Amortization of capitalized leasing fees 53,210 45,368
Amortization of convertible debenture costs 91,440 92,071
Amortization of capitalized leasing income 52,922 61,400
---------- ----------
Funds from operations 6,755,743 6,981,901
Interest on convertible debentures 1,549,515 1,561,517
---------- ----------
Fully diluted funds from operations $8,305,258 $8,543,418
========== ==========
Fully diluted weighted average shares 33,250,805 33,101,437
========== ==========
</TABLE>
-11-
<PAGE> 13
Additional Information. The following data is presented with respect
to amounts incurred for improvements to the Company's real estate investments
during the quarters ended March 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Tenant Improvements:
Shopping Centers $194,267 $133,429
Industrial 177,660 10,554
-------- --------
Total Tenant Improvements 371,927 143,983
-------- --------
Capital Expenditures:
Shopping Centers 87,330 6,952
Apartment 53,251 8,200
Industrial 302 -
-------- --------
Total Capital Expenditures 140,883 15,152
-------- --------
Total Improvements $512,810 $159,135
======== ========
</TABLE>
Tenant improvements reflected above do not include leasing fees.
Leasing fees are recorded as deferred assets and expensed on the straight line
basis over the lives of the respective leases in operating expenses of real
estate investments. The Company paid leasing fees of approximately $102,000
and $50,000 during the quarters ended March 31, 1996 and 1995, respectively.
-12-
<PAGE> 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(27) Financial Data Schedule (for S.E.C. use only).
(b) Reports on Form 8-K. The Company filed a Current Report on
Form 8-K dated March 26, 1996 (date of event reported March 26, 1996),
reporting under items 5 and 7 the completion of the offering of $50.0 million
of 7.45% senior notes (the "Notes") due April 1, 1996, which is incorporated
herein by reference. The offering of the Notes was made pursuant to a
Prospectus Supplement dated March 21, 1996 relating to the Prospectus dated
November 9, 1995 filed with the Company's Shelf Registration Statement No.
33-63523 on Form S-3.
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: May 8, 1996 /s/ Donald W. Macleod
----------- --------------------------
Donald W. MacLeod
Chairman & Chief Executive
Officer
Date: May 8, 1996 /s/ Thomas H. McAuley
----------- --------------------------
Thomas H. McAuley
President & Chief Operating
Officer
Date: May 8, 1996 /s/ Mary M. Thomas
----------- --------------------------
Mary M. Thomas
Executive Vice President &
Chief Financial Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF IRT PROPERTY COMPANY AS OF AND FOR THE QUARTER ENDED
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 8,177
<SECURITIES> 0
<RECEIVABLES> 555
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,887
<PP&E> 452,202
<DEPRECIATION> 49,231
<TOTAL-ASSETS> 432,090
<CURRENT-LIABILITIES> 6,337
<BONDS> 227,401
0
0
<COMMON> 25,727
<OTHER-SE> 171,557
<TOTAL-LIABILITY-AND-EQUITY> 432,090
<SALES> 0
<TOTAL-REVENUES> 14,864
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,470
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,491
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,903
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,110
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0
</TABLE>
