<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, 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 1-7859
- ------------------------------------------------------------------------------
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 April 28, 1997
- --------------------------- ------------------------------
Common Stock, $1 Par Value 32,023,252 Shares
<PAGE> 2
CERTAIN MATTERS DISCUSSED UNDER "ITEM 1. FINANCIAL STATEMENTS -- NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS" and "ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" CONTAIN
FORWARD-LOOKING STATEMENTS, WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING,
WITHOUT LIMITATION, DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
LIQUIDITY OF THE COMPANY AND CERTAIN OTHER MATTERS. READERS OF THIS REPORT
SHOULD BE AWARE THAT THERE ARE VARIOUS FACTORS THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS MADE IN THIS REPORT,
WHICH INCLUDE, WITHOUT LIMITATION, CHANGES IN TAX LAWS OR REGULATIONS;
VACANCIES AND LEASE RENEWALS; TENANT CLOSINGS; THE FINANCIAL CONDITION
(INCLUDING POSSIBLE MERGERS OR BANKRUPTCIES) OF TENANTS; COMPETITION; CHANGES
IN NATIONAL AND LOCAL ECONOMIC CONDITIONS AND POSSIBLE ENVIRONMENTAL
LIABILITIES.
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
IRT PROPERTY COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Real estate investments:
Rental properties, at cost $ 473,524,720 $ 463,392,557
Accumulated depreciation (59,643,734) (56,881,888)
------------- -------------
413,880,986 406,510,669
Net investment in direct financing leases 4,800,466 4,826,059
Investment in joint venture 355,832 355,832
Mortgage loans, net of interest discounts of $211,862
in 1997 and $222,881 in 1996 13,153,311 13,182,520
------------- -------------
Net real estate investments 432,190,595 424,875,080
Cash and cash equivalents 4,914,896 3,174,342
Accrued interest receivable 499,566 488,663
Prepaid expenses and other assets 6,384,549 9,156,606
------------- -------------
$ 443,989,606 $ 437,694,691
============= =============
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable plus net interest premium of
$28,277 in 1997 and $34,928 in 1996 $ 86,664,568 $ 84,000,628
7.3% convertible subordinated debentures due August
15, 2003 29,971,000 84,905,000
7.45% senior notes due April 1, 2001, net of interest
discount of $66,720 in 1997 and $70,890 in 1996 49,933,280 49,929,110
Indebtedness to banks 11,000,000 15,000,000
Accrued interest on debentures 279,563 2,341,488
Accrued interest on senior notes 1,862,500 931,250
Accrued expenses and other liabilities 6,440,632 6,177,293
Deferred income taxes 1,055,000 1,055,000
------------- -------------
Total liabilities 187,206,543 244,339,769
------------- -------------
Commitments and Contingencies (Note 7)
Shareholders' Equity:
Common stock, $1 par value, authorized 75,000,000
shares; 32,023,252 shares issued and outstanding in
1997 and 25,807,302 shares in 1996 32,023,252 25,807,302
Additional paid-in capital 260,220,203 201,273,343
Cumulative distributions in excess of net earnings (35,460,392) (33,725,723)
------------- -------------
Total shareholders' equity 256,783,063 193,354,922
------------- -------------
$ 443,989,606 $ 437,694,691
============= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
2
<PAGE> 4
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Revenues:
Income from rental properties $15,469,770 $14,362,254
Interest 381,683 225,660
Interest on direct financing leases 180,759 275,639
----------- -----------
16,032,212 14,863,553
----------- -----------
Expenses:
Operating expenses of real estate
investments 3,170,860 2,848,771
Interest on mortgages 1,808,600 2,097,189
Interest on debentures 725,971 1,549,515
Interest on senior notes 935,420 62,183
Interest on indebtedness to banks 212,656 652,475
Depreciation 2,761,846 2,655,645
Amortization of debt costs 107,441 129,404
General & administrative 851,144 965,845
----------- -----------
10,573,938 10,961,027
----------- -----------
Earnings before gain (loss) on
real estate investments 5,458,274 3,902,526
Gain (loss) on real estate investments:
Gain (loss) on sales of properties -- 207,496
----------- -----------
Net earnings $ 5,458,274 $ 4,110,022
=========== ===========
Per Share:
Net earnings $ 0.18 $ 0.16
=========== ===========
Weighted average number of shares
outstanding 30,983,979 25,703,694
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 5
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three Months Ended March 31, 1997 and 1996
(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, 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
=========== ============ ============ =============
Balance at December 31, 1996 $25,807,302 $201,273,343 $(33,725,723) $ 193,354,922
Net earnings for period -- -- 5,458,274 5,458,274
Cash dividends paid -
$.225 per share -- -- (7,192,943) (7,192,943)
Issuance of shares under
Dividend Reinvestment
Plan, net 43,705 411,704 -- 455,409
Conversion of debentures,
net 11,998 119,200 -- 131,198
Exercise of Incentive Stock
Options 6,500 58,062 -- 64,562
Issuance of common stock,
net 4,653,747 44,880,749 -- 49,534,496
Issuance of shares for the
acquisition of convertible
debentures, net 1,500,000 13,477,145 -- 14,977,145
----------- ------------ ------------ -------------
Balance at March 31, 1997 $32,023,252 $260,220,203 $(35,460,392) $ 256,783,063
=========== ============ ============ =============
</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, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 5,458,274 $ 4,110,022
Adjustments to reconcile earnings to net cash from
operating activities:
Depreciation 2,761,846 2,655,645
Gain on real estate investments -- (207,496)
Amortization of debt costs and discount 111,611 129,404
Amortization of capital leasing income 25,593 52,922
------------ ------------
8,357,324 6,740,497
Changes in accrued assets and liabilities:
Decrease in accrued interest on debentures (2,061,925) (1,549,517)
Increase in accrued interest on senior notes 931,250 62,083
Decrease in interest receivable, prepaid
expenses and other assets 1,097,417 599,397
Increase in accrued expenses and other
liabilities 263,339 217,664
------------ ------------
Net cash flows from operating activities 8,587,405 6,070,124
------------ ------------
Cash flows from (used in) investing activities:
Proceeds from sales of properties, net -- 1,589,060
Additions to real estate investments, net -
Acquisitions, expansions and renovations (3,123,544) (308,487)
Improvements (215,928) (512,810)
Collections of mortgage loans, net 29,209 28,306
------------ ------------
Net cash flows from (used in) investing activities
(3,310,263) 796,069
------------ ------------
Cash flows from (used in) financing activities:
Cash dividends paid, net (6,737,534) (5,491,415)
Issuance of common stock, net 49,534,496 --
Exercise of Incentive Stock Options 64,562 --
Principal amortization of mortgage notes payable, net (328,751) (346,045)
Repayment of mortgage notes payable, net (3,800,000) (6,262,748)
Decrease in bank indebtedness, net (4,000,000) (36,000,000)
Issuance of 7.45% senior notes, net -- 49,394,325
Repurchase of 7.3% convertible subordinated
debentures, net (38,269,338) --
Cash in lieu of fractional shares on conversion of
debentures (23) --
------------ ------------
Net cash flows from (used in) financing
activities (3,536,588) 1,294,117
------------ ------------
Net increase in cash and cash equivalents 1,740,554 8,160,310
Cash and cash equivalents at beginning of period 3,174,342 16,400
------------ ------------
Cash and cash equivalents at end of period $ 4,914,896 $ 8,176,710
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 7
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for interest related to:
Mortgage notes payable $ 1,796,857 $ 2,149,974
Convertible subordinated debentures 2,787,896 3,099,032
Senior notes -- 83,500
Indebtedness to banks, including $2,852
capitalized in 1996 266,508 569,568
------------ -----------
Total cash paid during the period for interest $ 4,851,261 $ 5,902,074
============ ===========
Supplemental schedule of noncash investing and
financing activities:
Acquisitions, expansions and renovations:
Cost of acquisitions, expansions and renovations $ 9,916,235 $ 343,487
Additions to mortgage notes payable - Assumed (6,792,691) --
Issuance of common stock -- (35,000)
------------ -----------
Cash paid for acquisitions, expansions and
renovations of real estate investments $ 3,123,544 $ 308,487
============ ===========
Sales of Properties:
Gross proceeds from sales of properties $ -- $ 5,389,060
Additions to mortgage loans -- (3,800,000)
------------ -----------
Cash proceeds from sales of properties, net $ -- $ 1,589,060
============ ===========
Repurchase of convertible debentures:
Convertible debentures repurchased $ 54,799,000 $ --
Issuance of common stock, net of expenses (16,529,662) --
------------ -----------
Cash paid for repurchase of convertible debentures $ 38,269,338 $ --
============ ===========
Issuance of common stock, net $ 16,529,662 $ --
Associated unamortized debenture costs (1,552,517) --
------------ -----------
Net increase in shareholders equity $ 14,977,145 $ --
============ ===========
Conversion of debentures:
Debentures converted $ 135,000 $ --
Associated unamortized debenture costs (3,779) --
Equity issued on conversion (131,198) --
------------ -----------
Cash paid in lieu of fractional shares $ 23 $ --
============ ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE> 8
IRT PROPERTY COMPANY
Notes to Consolidated Financial Statements
March 31, 1997 and 1996
1. Unaudited Financial Statements
These consolidated financial statements for interim periods are
unaudited and should be read in conjunction with the Company's Annual Report to
Shareholders for the year ended December 31, 1996. 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,
1997 and 1996 have been recorded. The results of operations for the interim
period are not necessarily indicative of the results that may be expected for
future interim periods or for the full year.
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. Recent Accounting Pronouncements
In March 1997, the Financial Accounting Standards Board issued
Statement of Accounting Standards No. 128 ("FAS 128") "Earnings Per Share,"
which becomes effective for fiscal years ending after December 15, 1997. FAS
128 establishes standards for computing and presenting earnings per share. The
potential impact on the Company of adopting the new standard has not been
quantified at this time. The Company intends to adopt FAS 128 in the fourth
quarter of 1997.
4. Issuance of Common Stock
On January 14 and 22, 1997, the Company completed the offering of
4,653,747 shares of its common stock at $11.25 per share. The net proceeds from
the offering totaled approximately $49,534,000.
7
<PAGE> 9
5. 7.3% Convertible Subordinated Debentures
On January 17, 1997, the Company completed the repurchase of
$54,799,000 of its 7.3% convertible subordinated debentures due August 15, 2003
in a private transaction with a single debenture holder. The debentures were
repurchased by the Company at par plus $1,689,000 of accrued interest. The
seller had informed the Company that the seller had both $54,799,000 par value
of the debentures and a short position of 1,500,000 shares in the Company's
common stock. The consideration paid by the Company was comprised of 1,500,000
shares of common stock, valued for purposes of the exchange at $11.05 per
share, and cash in the amount of $38,224,000. Additional paid-in-capital was
reduced by approximately $1,553,000 of unamortized issuance costs associated
with the debentures repurchased and canceled and by approximately $45,000 of
costs associated with the transaction.
The repurchase of the debentures was transacted pursuant to a Purchase
and Standstill Agreement under which the seller agreed to eliminate its short
position in Company common stock, after which the seller did not own any
Company securities. The seller further agreed not to take any position with
respect to any Company securities or to attempt to influence Company policies
or management in the future.
During February and March 1997, $135,000 of the 7.3% convertible
debentures were converted into 11,998 shares of common stock at $11.25 per
share.
Based upon the $11.25 conversion price, 2,664,089 authorized but
unissued common shares have been reserved for possible issuance if the
remaining $29,971,000 of debentures outstanding March 31, 1997 are converted.
6. Purchase of Rental Properties
On February 6, 1997, the Company acquired Grassland Crossing in
Alpharetta, Georgia for a total cost of $9,906,000, consisting of the initial
purchase price of $9,890,000 and approximately $16,000 of acquisition costs.
This acquisition was funded by the assumption of the $6,793,000 existing
mortgage debt and cash of $3,113,000.
8
<PAGE> 10
7. Commitments and Contingencies
On June 26, 1996, the Company purchased 1.97 acres of land adjacent to
its Lawrence Commons Shopping Center investment in Lawrenceburg, Tennessee for
approximately $100,000 cash. The parcel of land was purchased to allow an
expansion of the anchor tenant space by approximately 20,000 square feet. The
Company has committed to reimburse the anchor tenant for the cost of the
expansion, not to exceed $2,100,000, provided the expansion is completed prior
to October 1, 1997. The anchor tenant's annual rent increased by 11% of the
land cost from the date of purchase and will increase by 10.33% of the
expansion costs in the event the expansion is funded by the Company.
The Company has entered into a contract to purchase a shopping center
investment for a sales price of approximately $8,200,000 and has committed to
purchase a shopping center investment for $6,800,000. Both purchases are
scheduled to close during the second quarter of 1997.
8. Subsequent Event
On April 16, 1997, the Company acquired Market Place Shopping Center
in Norcross, Georgia for $7,063,000 cash, consisting of the initial purchase
price of $6,800,000, $250,000 of estimated capital expenditures and $13,000 of
acquisition costs.
9
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Material Changes in Financial Condition. During the first quarter of
1997, the Company received cash proceeds of approximately $49,534,000 from the
issuance of 4,653,747 shares of its common stock at $11.25 per share. It
utilized funds of a) $54,799,000 to repurchase $54,799,000 of its 7.3%
convertible subordinated debentures due August 15, 2003, consisting of cash of
approximately $38,224,000 and the issuance of 1,500,000 shares of common stock,
valued for the purposes of the exchange at $11.05 per share, b) $9,906,000 for
the acquisition of one shopping center investment, consisting of cash of
approximately $3,113,000 and mortgage debt of approximately $6,793,000 secured
by the center, c) $4,000,000 to paydown the outstanding balance of its
unsecured revolving term loan and d) $3,800,000 to repay a 9.75% mortgage at
maturity. Additionally, $135,000 of the Company's 7.3% convertible subordinated
debentures were converted into 11,998 shares of common stock at $11.25 per
share.
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. 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.
Material Changes in Results of Operations. During the first quarter of
1997, rental income from the Company's core portfolio of shopping center
investments increased approximately $443,000. This increase includes
approximately $110,000 of additional income earned from two property expansions
completed during 1996. The increase in the Company's core portfolio income was
offset by approximately $65,000 less income earned on one investment sold
during 1996 and was supplemented by approximately $729,000 of income earned
from two shopping center investments acquired in August and November 1996 and
one center acquired in February 1997. Percentage rentals received from shopping
center investments, excluding percentage rentals received from the Wal-Mart
investments classified as direct financing leases, totaled approximately
$284,000 and $193,000 during the three months ended March 31, 1997 and 1996,
respectively. Percentage rental income is recorded upon collection based on the
tenants' lease years.
10
<PAGE> 12
The $156,000 increase in interest income was primarily due to interest
earned on purchase-money mortgages taken back on the sales of three investments
during 1996. Additionally, the Company earned approximately $57,000 of interest
on short-term money market investments during the first quarter of 1997.
During the first quarter of 1997, interest income on direct financing
leases decreased approximately $95,000. This was primarily due to the sale of
two Wal-Mart investments in December 1996. During 1997, the Company received
percentage rental of $48,564 from one of its remaining Wal-Mart investments,
compared to $43,789 received in 1996.
Operating expenses related to the Company's core portfolio of real
estate investments increased approximately $113,000 for the quarter ended March
31, 1997. Additionally, approximately $143,000 of operating expenses were
incurred by the three shopping centers acquired by the Company during 1996 and
the first quarter of 1997.
The $289,000 net decrease in interest expense on mortgages was
primarily due to various mortgages repaid or refinanced during 1996 and the
first three months of 1997, partially offset by the assumption of a $6,793,000
mortgage bearing interest at 7.865% upon the acquisition of Grassland Crossing
in February 1997. During the first quarter of 1997, the Company repaid at
maturity a $3,800,000 mortgage bearing interest at 9.75%. During 1996, the
Company (a) repaid at maturity a $6,263,000 mortgage bearing interest at 9.78%,
(b) repaid at maturity a $1,052,000 mortgage bearing interest at 13.875%
(discounted to 9.5% for financial reporting purposes), (c) prepaid a $2,727,000
mortgage bearing interest at 9.375%, (d) prepaid a $57,000 mortgage bearing
interest at 8.50% and (e) repaid at maturity a $3,850,000 mortgage bearing
interest at 9.50%.
Interest on debentures decreased approximately $824,000 due to the
repurchase of $54,799,000 and the conversion of $135,000 of the debentures
during the first quarter of 1997.
The increases in interest on senior notes and amortization of debt
costs were due to the issuance in March 1996 of $50 million of 7.45% senior
notes due April 2001.
Interest expense on bank indebtedness decreased approximately $440,000
for the first quarter of 1997. The Company had average borrowings of
approximately $8,951,000 and $33,444,000 at effective interest rates of 6.99%
and 7.24%, respectively, under its bank
11
<PAGE> 13
credit facility during the three months ended March 31, 1997 and 1996,
respectively. In addition, the Company incurred commitment fees of
approximately $56,000 and $39,000 in 1997 and 1996, respectively, based on the
aggregate unused portion of the commitment.
The decrease in general and administrative expenses in 1997 was
primarily due to decreases in employee benefit costs and insurance costs.
Funds from Operations. The Company defines funds from operations,
consistent with the NAREIT definition, as net earnings before gains (losses) on
real estate investments and extraordinary items plus depreciation and
amortization of capitalized leasing costs. Interest on debentures and
amortization of convertible debenture costs are 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,
1997 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.
12
<PAGE> 14
The following data is presented with respect to the calculation of
funds from operations under the NAREIT definition for the quarters ended March
31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net earnings $ 5,458,274 $ 4,110,022
Loss (gain)on real estate
investments -- (207,496)
Depreciation 2,761,846 2,655,645
Amortization of capitalized
leasing fees 60,197 53,210
Amortization of capitalized
leasing income 25,593 52,922
------------ -----------
Funds from operations 8,305,910 6,664,303
Interest on convertible
debentures 725,971 1,549,515
Amortization of convertible
debenture costs 43,497 91,440
------------ -----------
Fully diluted funds from
operations $ 9,075,378 $ 8,305,258
============ ===========
Fully diluted weighted
average shares 34,521,238 33,250,805
============ ===========
</TABLE>
13
<PAGE> 15
Additional Information. The following data is presented with
respect to amounts incurred for improvements to the Company's real
estate investments and for leasing fees during the quarters ended
March 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Tenant Improvements:
Shopping Centers $ 89,828 $ 194,267
Industrial 3,582 177,660
------------ -----------
Total Tenant Improvements 93,410 371,927
------------ -----------
Capital Expenditures:
Shopping Centers 117,144 87,330
Apartment 5,374 53,251
Industrial -- 302
------------ -----------
Total Capital Expenditures 122,518 140,883
------------ -----------
Total Improvements $ 215,928 $ 512,810
============ ===========
Leasing Fees $ 43,118 $ 102,204
============ ===========
</TABLE>
14
<PAGE> 16
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 January 14, 1997 (date of event reported, January 14, 1997),
reporting under Items 5 and 7, the completion of January 14, 1997 of the
underwritten offering of 4,000,000 shares of Common Stock at a price to the
public of $11.25 per share and the underwriter's option to purchase up to
653,747 shares at $11.25 per share solely to cover overallotments, which Form
8-K is incorporated herein by reference.
The Company filed a Current Report on Form 8-K dated January 17, 1997,
(date of event reported, January 17, 1997), reporting under Item 5 the
repurchase of $54,799,000 of its 7.3% convertible subordinated debentures due
August 15, 2003 in a private transaction with a single debenture holder on
January 17, 1997, which Form 8-K 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: April 28, 1997 /s/ Thomas H. McAuley
-------------- ---------------------
Thomas H. McAuley
President & Chief Executive
Officer
Date: April 28, 1997 /s/ Mary M. Thomas
-------------- ------------------
Mary M. Thomas
Executive Vice President &
Chief Financial Officer
15
<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, 1997, 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,915
<SECURITIES> 0
<RECEIVABLES> 500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,799
<PP&E> 478,325
<DEPRECIATION> 59,644
<TOTAL-ASSETS> 443,990
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0
0
<COMMON> 32,023
<OTHER-SE> 224,760
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<SALES> 443,990
<TOTAL-REVENUES> 16,032
<CGS> 0
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<INCOME-CONTINUING> 5,458
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<CHANGES> 0
<NET-INCOME> 5,458
<EPS-PRIMARY> .18
<EPS-DILUTED> 0
</TABLE>
