SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31,
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 1-8459
NEW PLAN REALTY TRUST AND SUBSIDIARIES
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 13-1995781
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1120 Avenue of the Americas New York, New York 10036
(Address of Principal Executive Office)(Zip Code)
212-869-3000
Registrant's Telephone Number
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities and Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No _
The number of shares outstanding at March 3, 1994 was 49,265,696.
Total number of pages 10
<PAGE>
<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 1994 AND JULY 31, 1993
(UNAUDITED)
(IN THOUSANDS)
<CAPTION>
1/31/94 7/31/93
--------- ----------
<S> <C> <C>
ASSETS:
- ---------------------------
Real estate, at cost
Land and buildings 535,868 $388,228
Less accumulated depreciation
and amortization 42,950 38,183
---------- ----------
492,918 350,045
Cash and cash equivalents 5,608 102,312
Marketable securities (note B) 8,191 47,988
Mortgages and notes receivable 22,622 24,135
Trade and notes receivable 5,340 3,904
Other receivables 1,445 1,916
Prepaid expenses and deferred charges 2,931 1,465
Other assets 1,486 2,483
---------- ----------
TOTAL ASSETS $540,541 $534,248
========== ==========
LIABILITIES:
- ---------------------------
Mortgages payable 28,466 23,321
Accounts payable and other liabilities 8,945 8,808
Tenants' security deposits 1,990 1,548
---------- ----------
TOTAL LIABILITIES 39,401 33,677
SHAREHOLDERS' EQUITY:
- ---------------------------
Shares of beneficial interest without
par value**, unlimited authorization;
issued and outstanding 538,257 530,901
Less:
Loans receivable for share purchases 2,555 2,761
Distributions in excess of
net income 34,562 27,569
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 501,140 500,571
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $540,541 $534,248
========== ==========
** SHARES ISSUED AND
OUTSTANDING 49,266 48,957
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
01/31/94 01/31/93 01/31/94 01/31/93
-------------------- ------------------
<S> <C> <C> <C> <C>
REVENUES
- ---------------------------------
Rental income and
related revenues $23,823 $15,340 $43,880 $30,132
Interest and dividend
income 1,039 3,008 2,886 6,343
-------- --------- -------- --------
24,862 18,348 46,766 36,475
-------- --------- -------- --------
OPERATING EXPENSES
- ---------------------------------
Operating costs 5,510 3,379 9,616 6,414
Leasehold rents 143 110 252 219
Real estate and other
taxes 2,347 1,727 4,546 3,382
Mortgage and other interest 528 357 978 768
Depreciation and amortization 2,818 1,765 5,218 3,467
Provision for doubtful accounts,
net of recoveries (Note D) 274 (44) 553 190
-------- --------- -------- --------
11,620 7,294 21,163 14,440
-------- --------- -------- --------
Administrative expenses 798 676 1,589 1,244
-------- --------- -------- --------
INCOME BEFORE GAIN ON
SALE OF PROPERTY AND SECURITIES 12,444 10,378 24,014 20,791
-------- --------- -------- --------
Gain on sale of property (8) - 460 -
Gain on sale of securities, net 505 300 531 302
-------- --------- -------- --------
NET INCOME $12,941 $10,678 $25,005 $21,093
======== ========= ======== ========
NET INCOME PER SHARE $0.26 $0.22 $0.51 $0.44
DIVIDENDS PER SHARE $0.3275 $0.3175 $0.6525 $0.6325
WEIGHTED AVERAGE SHARES
OUTSTANDING 49,136 48,546 49,070 48,482
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS) (Note C)
<CAPTION>
Six Months Ended January 31,
1994 1993
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
- -----------------------------
Net Income $25,005 $21,093
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 5,218 3,467
------------ ----------
30,223 24,560
Gain on sale of property (460) -
Gain on sale of securities, net (531) (302)
Changes in operating assets and liabilities, net
Increase in trade and notes receivable (1,838) (1,411)
Decrease / (Increase) in other receivables 471 (211)
Increase in allowance for doubtful accounts 402 260
Increase in other liabilities 137 374
Increase in net sundry assets and liabilities (157) (908)
------------ ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 28,247 22,362
------------ ----------
INVESTING ACTIVITIES
- -----------------------------
Sales of marketable securities 41,626 8,569
Purchases of marketable securities (1,298) (9,202)
Net proceeds from the sale of property 1,996 -
Purchase and improvement of properties (137,480) (49,391)
Repayment of mortgage notes receivable 1,513 9,407
------------ ----------
NET CASH USED IN INVESTING ACTIVITIES (93,643) (40,617)
------------ ----------
FINANCING ACTIVITIES
- -----------------------------
Distributions to shareholders (31,998) (30,651)
Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 7,070 5,193
Issuance of shares of beneficial interest upon exercise of stock options 288 56
Principal payments on mortgages (180) (474)
Repayment of mortgages (6,694) (5,238)
Repayment of loans receivable for the purchase of shares of beneficial interest 206 156
------------ ----------
NET CASH USED IN FINANCING ACTIVITIES (31,308) (30,958)
------------ ----------
DECREASE IN CASH AND CASH EQUIVALENTS (96,704) (49,213)
Cash and cash equivalents at beginning of year 102,312 177,045
------------ ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $5,608 $127,832
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A:
The accompanying unaudited consolidated financial statements have
been prepared by the Trust pursuant to the rules of the
Securities and Exchange Commission ("SEC") and, in the opinion of
the Trust, include all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of
financial position, results of operations and cash flows.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such SEC rules. The Trust believes that the
disclosures made are adequate to make the information
presented not misleading. The consolidated statements of
income for the six months ended January 31, 1994 are not
necessarily indicative of the results to be expected for the full
year. It is suggested that these financial statements be read in
conjunction with the audited financial statements and
notes thereto included in the Trust's latest annual report on
Form 10-K.
Note B: Marketable securities
Equity securities are carried at the lower of cost or market
while debt securities are carried at cost.
Marketable securities consist of the following (in thousands):
1/31/94 7/31/93
----------- -------------
Equity securities 978 1,151
Debt securities 4,641 38,915
Insured bank
certificates of deposit 2,572 7,922
------------- -----------
8,191 47,988
============= ===========
The aggregate market value of the marketable securities at
January 31, 1994 and July 31, 1993 was $8,554,000 and
$48,464,000, respectively.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note C: Supplemental Cash Flow Information
State and local income taxes paid for the six months ended
January 31, 1994 and 1993 were $88,000 and $70,000, respectively.
Interest paid for the six months ended January 31, 1994 and 1993
was $1,098,000 and $768,000, respectively.
Interest costs capitalized for the six months ended January 31,
1994 was $190,000.
The trust entered into the following non-cash investing and
financing activities (in thousands):
1/31/94 1/31/93
---------- ----------
Loans made to employees to exercise
stock options 319
Mortgages payable assumed in connection
with the purchase of shopping centers 12,019
Accrued liability to be paid upon the
completion of the expansion of a
shopping center acquired in the period 6,732
Note D:
The provision for doubtful accounts is net of recoveries. For
the six months ended January 31, 1994 and 1993 recoveries were
$184,000 and $389,000, respectively. For the three months ended
January 31, 1994 and 1993 recoveries were $79,000 and $385,000,
respectively.
<PAGE> MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
I. Liquidity and Capital Resources
On January 31, 1994 the Trust had $13,799,000
in available cash, cash equivalents and
marketable securities.
During the six month period ended January 31,
1994 the Trust paid approximately
$130,000,000 to acquire ten shopping centers
(1.5 million gross leasable square feet),
three apartment properties (834 units) and
the capital stock of Factory Merchants Malls,
Inc. whose assets consisted of three factory
outlet centers (565,000 gross leasable square
feet). The amount paid does not include
assumed mortgages in the amount of
$12,019,000.
Debt at January 31, 1994 consisted of $28,466,000 of
mortgages payable. The increase from July 31, 1993
reflects the prepayment of high interest mortgages and
the assumption of mortgages in connection with the
purchase of Factory Merchants Malls, Inc. Except for
normal trade accounts payable, accrued taxes and the
current portion of mortgages payable the Trust has no
short-term debt.
The dividend reinvestment program provided
$7,070,000 during the six month period ended
January 31, 1994. In addition, the Trust
made dividend distributions of $31,998,000 to
shareholders, paid $130,000,000 to acquire
new properties and spent approximately
$7,500,000 in improvements to properties.
Funds from operations (net income plus depreciation and
amortization or properties less gains from asset sales)
increased $4,974,000 to $29,232,000 compared to the
prior year's comparable six month period.
II. Results of operations for the six months ended January
31, 1994 and 1993
A. Revenues
Rental income and related revenues increased
$13,748,000 to $43,880,000. The increase was
primarily due to the acquisition of new
properties which were present in the current
period but not in the prior period. This was
coupled with a rise in revenues in all
categories of properties owned in both
periods.
<PAGE>
Interest and dividend income decreased
$3,457,000 due to a significantly reduced
investment base during this period compared
to the prior year and the repayment of
mortgages receivable by the borrower. The
lower investment base is a result of the
purchase of 24 properties (four factory
outlet centers, 16 shopping centers and four
apartments) since July 31, 1992.
B. Operating Expenses
Operating costs and leasehold rents
increased by $3,235,000 to $9,868,000. The
increase was due primarily to the acquisition
of new properties.
Real estate and other taxes increased by
$1,164,000 to $4,546,000. The increase was
due to new property acquisitions.
Depreciation and amortization of properties
increased due to the acquisition of 24
properties.
Provision for doubtful accounts, net of
recoveries increased principally because
provisions for loss were higher and
recoveries of previously reserved
uncollectible amounts were lower than in the
comparable period of the prior year.
Administrative expenses as a percentage of total
revenues was 3.4% for both periods.
C. Gain or (loss) from asset sales
Gains from the sale of securities and
property were higher in the current period
because of nonrecurring gains from the sale
of property and securities.
III. Results of operations for the three months ended January 31,
1994 and 1993
A. Revenues
Rental income and related revenues increased
$8,483,000 to $23,823,000. The increase was
due to the acquisition of new properties
which were present in the current period but
not in the prior period.
Interest and dividend income decreased
$1,969,000 due to a significantly reduced
investment base during this period compared
to the prior year. The lower investment base
is a result of the purchase of 20 properties
(three factory outlet centers, 13 shopping
centers, four apartments) since January 31,
1993.
<PAGE>
B. Operating Expenses
Operating costs and leasehold rents
increased by $2,164,000 to $5,653,000. The
increase was due primarily to the acquisition
of new properties.
Real estate and other taxes increased by
$620,000 to $2,347,000. The increase was due
to new property acquisitions.
Depreciation and amortization of properties
increased due to the acquisition of
properties.
Provision for doubtful accounts, net of
recoveries increased principally because
recoveries of previously provided for
uncollectible amounts was higher in the
quarter ended January 31, 1993 than in the
current quarter.
Administrative expenses as a percentage of
total revenues decreased to 3.2% from 3.7%.
C. Gain or (loss) from asset sales
Gains from the sale of securities were higher
in the current period because of nonrecurring
gains from the sale of securities.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of shareholders of the Trust was held on
December 8, 1993. Proxies for such meeting were solicited by the
Trust pursuant to Regulation 14 under the Securities Exchange Act
of 1934, as amended; there was no solicitation in opposition of
the management's nominees as listed in the proxy statement; and
each of such nominees was elected for a three year term expiring
in 1996.
Votes of 35,644,016 shares were cast for the election of
Norman Gold as a Trustee; votes of 229,944 shares were withheld.
Votes of 35,651,929 shares were cast for the election of
James M. Steuterman as a Trustee; votes of 222,031 shares were
withheld.
Votes of 35,622,194 shares were cast for the election of
Dean Bernstein as a Trustee; votes of 251,766 shares were
withheld.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) During the period covered by this report the Trust
filed the following three Current Reports:
Form 8-K dated August 3, 1993 and Form 8-K/A
containing Amendment No. 1 dated October 6,
1993
Form 8-K dated November 17, 1993 and Form
8-K/A containing Amendment No. 1 dated
January 13, 1994
Form 8-K dated February 10, 1994.
The Form 8-K filings summarized the acquisition of
certain assets.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: March 15, 1994 NEW PLAN REALTY TRUST
By: /s/ MICHAEL I. BROWN
---------------------
MICHAEL I. BROWN
Chief Financial Officer
and Controller
