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, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO
__________
Commission file number 1-8459
NEW PLAN REALTY TRUST AND SUBSIDIARIES
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 13-1995781
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Office) (Zip Code)
212-869-3000
Registrant's Telephone Number
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
The number of shares outstanding at February 28, 1995 was
52,944,762.
Total number of pages 10
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
ASSETS: 1/31/95 7/31/94
Real estate, at cost
Land and buildings $682,333 $621,342
Less accumulated depreciation
and amortization 56,189 49,102
________ ________
626,144 572,240
Cash and cash equivalents 9,508 3,116
Marketable securities (Note B) 5,476 6,293
Mortgages and notes receivable 22,892 22,910
Trade and notes receivable 6,898 6,290
Other receivables 1,430 1,628
Prepaid expenses and deferred charges 3,167 2,429
Other assets 2,215 2,087
________ ________
TOTAL ASSETS $677,730 $616,993
LIABILITIES:
Mortgages payable $ 33,353 $ 28,060
Notes payable (Note C) 63,000 7,500
Other liabilities 10,561 13,666
Tenants' security deposits 2,966 2,274
________ ________
TOTAL LIABILITIES 109,880 51,500
________ ________
SHAREHOLDERS' EQUITY:
Shares of beneficial interest without
par value, unlimited authorization;
issued and outstanding** 615,973 609,067
Less:
Loans receivable for share purchases 3,458 3,630
Distributions in excess of
net income 44,265 39,944
Unrealized holding losses, net
(Note B) 400 ________
________
TOTAL SHAREHOLDERS' EQUITY 567,850 565,493
________ ________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $677,730 $616,993
** SHARES ISSUED AND OUTSTANDING 52,945 52,594
See accompanying notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
1/31/95 1/31/94 1/31/95 1/31/94
REVENUES
Rental income and
related revenues $31,227 $23,823 $60,365 $43,880
Interest and dividend
income 835 1,039 1,658 2,886
_______ _______ _______ _______
32,062 24,862 62,023 46,766
_______ _______ _______ _______
OPERATING EXPENSES
Operating costs 7,632 5,510 14,557 9,616
Leasehold rents 138 143 277 252
Real estate and other
taxes 3,060 2,347 5,751 4,546
Interest expense 921 528 1,662 978
Depreciation and amortization 3,656 2,818 7,129 5,218
Provision for doubtful accounts,
net of recoveries (Note E) 131 274 369 553
_______ _______ _______ _______
TOTAL OPERATING EXPENSES 15,538 11,620 29,745 21,163
_______ _______ _______ _______
Administrative expenses 677 798 1,172 1,589
_______ _______ _______ _______
INCOME BEFORE GAIN ON SALE
OF PROPERTY AND SECURITIES 15,847 12,444 31,106 24,014
_______ _______ _______ _______
Gain/(Loss) on sale of property -- (8) -- 460
Gain on sale of securities, net -- 505 -- 531
_______ _______ _______ _______
NET INCOME $15,847 $12,941 $31,106 $25,005
NET INCOME PER SHARE $0.30 $0.26 $O.59 $0.51
DIVIDENDS PER SHARE $0.3375 $0.3275 $O.6725 $0.6525
WEIGHTED AVERAGE SHARES
OUTSTANDING 52,792 49,136 52,719 49,070
See accompanying notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)(IN THOUSANDS)
SIX MONTHS ENDED
1/31/95 1/31/94
OPERATING ACTIVITIES ------- -------
- - --------------------
Net Income $31,106 $25,005
Adjustment to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 7,129 5,218
_______ _______
38,235 30,223
Gain on sale of property -- (460)
Gain on sale of securities, net -- (531)
Changes in operating assets and
liabilities, net
Increase in trade and notes
receivable (844) (1,838)
Decrease in other receivables 198 471
Increase in allowance for doubtful
accounts 236 402
Increase in other liabilities 309 137
Increase in net sundry assets and
liabilities (217) (157)
_______ _______
NET CASH PROVIDED BY OPERATING ACTIVITIES 37,917 28,247
_______ _______
INVESTING ACTIVITIES
Sales of marketable securities 417 41,626
Purchases of marketable securities -- (1,298)
Net proceeds from the sale of property -- 1,996
Purchase and improvement of properties (58,960) (137,480)
Repayment of mortgage notes receivable 18 1,513
_______ _______
NET CASH USED IN INVESTING ACTIVITIES (58,525) (93,643)
_______ _______
FINANCING ACTIVITIES
Distributions to shareholders (35,427) (31,998)
Issuance of shares of beneficial
interest pursuant to dividend
reinvestment plan 6,884 7,070
Issuance of shares of beneficial
interest upon exercise of stock
options 21 288
Proceeds from short-term debt 63,000
Repayment of short-term debt (7,500)
Principal payments on mortgages (150) (180)
Repayment of mortgages -- (6,694)
Repayment of loans receivable for
the purchase of shares of beneficial
interest 172 206
_______ _______
NET CASH PROVIDED BY/(USED IN)
FINANCING ACTIVITIES 27,000 (31,308)
_______ _______
INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 6,392 (96,704)
Cash and cash equivalents at beginning
of year 3,116 102,312
_______ ________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,508 $ 5,608
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A:
The accompanying unaudited condensed consolidated financial
statements have been prepared by the Trust pursuant to the rules
of the Securities and Exchange Commission ("SEC") and, in the
opinion of the Trust, include all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation
of financial position, results of operations and cash flows in
accordance with generally accepted accounting principles.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such SEC rules. The Trust believes that the
disclosures made are adequate to make the information presented
not misleading. The consolidated statements of income for the
six months ended January 31, 1995 are not necessarily indicative
of the results 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: Available For Sale Securities Reported As a Component
Of Shareholders Equity
The Trust has adopted Statement of Financial Accounting Standards
115 "Accounting for Certain Investments in Debt and Equity
Securities" and accordingly has classified all such investments
as available-for-sale. All investments are recorded at current
market value with an offsetting adjustment to Shareholders'
Equity.
January 31, 1995 July 31, 1994
Equity Debt Equity Debt
Amortized cost/cost basis $ 980 $4,896 $ 977 $5,316
Unrealized holdings gains 560 -- -- --
Unrealized holdings losses -- (960) -- --
______ ______ ______ ______
Fair value $1,540 $3,936 $ 977 $5,316
The debt securities have maturity dates ranging from 1996 to
2009.
Note C: Notes Payable
The Trust has extended its unsecured revolving credit facility to
November 28, 1995. The facility is for $100 million. At the
time of borrowing, the Trust can choose from three interest rate
options. There are restrictive covenants that place a ceiling on
total indebtedness of the lesser of 50% of tangible net worth or
$250,000,000, a ceiling on mortgage indebtedness of $105,000,000,
a minimum interest coverage ratio of 2.5 to 1 and a minimum
tangible net worth of $400,000,000. At January 31, 1995, the
average interest rate on outstanding notes was 6.5%.
<PAGE>
Note D: Supplemental Cash Flow Information
State and local income taxes paid for the six months ended
January 31, 1995 and 1994 were $81,000 and $88,000, respectively.
Interest paid for the six months ended January 31, 1995 and 1994
was $2,640,000 and $1,098,000, respectively.
Interest costs capitalized for the six months ended January 31,
1995 and 1994 were $978,000 and $190,000, respectively.
The Trust entered into the following non-cash investing and
financing activities (in thousands):
1/31/95 1/31/94
Mortgage obligations assumed upon
the purchase of property $ 5,443 $12,019
Note E: Provision for Doubtful Accounts
The provision for doubtful accounts is net of recoveries. For
the six months ended January 31, 1995 and 1994, recoveries were
$344,000 and $184,000, respectively. For the 3 months ended
January 31, 1995 and 1994, recoveries were $224,000 and $79,000,
respectively.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
I. Liquidity and Capital Resources
On January 31, 1995 the Trust had $15,384,000 in available
cash, cash equivalents and marketable securities.
During the six month period ended January 31, 1995, the
Trust paid approximately $36,400,000 to acquire eight
shopping centers (803,000 gross leasable square feet) and
one apartment property (164 units).
Debt at January 31, 1995 consisted of $33,353,000 of
mortgages payable and short term notes payable of
$63,000,000. The notes payable are from the Trust's
$100,000,000 unsecured revolving credit facility which was
put into place in December, 1993.
The dividend reinvestment program provided $6,884,000 during
the six month period ended January 31, 1995. In addition,
the Trust made dividend distributions of $35,427,000 to
shareholders, paid $36,400,000 to acquire new properties and
spent approximately $22,560,000 in expansion and
improvements to properties.
Funds from operations (net income plus depreciation and
amortization of properties less gains from asset sales)
increased $9,003,000 to $38,235,000 from $29,232,000 in the
prior year's six month period.
II. Results of operations for the six months ended January 31,
1995 and 1994
A. Revenues
Rental income and related revenues increased
$16,485,000 to $60,365,000. The increase was primarily
due to the acquisition of new properties. In addition,
there was an increase in revenues in all categories of
properties owned in both periods.
Interest and dividend income decreased $1,228,000 due
to a reduced investment base during this period
compared to the prior year. The lower investment base
is a result of funds used for the purchase of 33
properties. (three factory outlet centers, 22 shopping
centers, eight apartments) since July 31, 1993.
<PAGE>
B. Operating Expenses
Operating costs and leasehold rents increased
$4,966,000 to $14,834,000. The increase was due
primarily to the acquisition of new properties.
Real estate and other taxes increased $1,205,000 to
$5,751,000. The increase was due primarily to new
property acquisitions.
Interest expense increased $684,000 to $1,662,000.
Mortgage interest increased due to a higher level of
debt caused by the assumption of mortgages in
connection with the purchase of two properties and the
use of the Trust's $100 million unsecured revolving
line of credit. The increase in interest expense was
partially offset by the capitalization of interest on
construction projects which are expanding factory
outlets and a shopping center.
Depreciation and amortization of properties increased
$1,911,000 to $7,129,000. This was due primarily to
the acquisition of properties.
Provision for doubtful accounts, net recoveries,
decreased principally because recoveries were higher
than they were in the six months of fiscal 1994.
C. Administrative Expenses
Administrative expenses as a percentage of total
revenues decreased to 1.9% from 3.4%. The decrease was
due primarily to the increase in revenue from newly
acquired properties.
D. Gains on property and securities
There were no property sales or gains or losses from
sale of securities during the six months ended January
31, 1995.
<PAGE>
III. Results of operations for the three months ended January 31,
1995 and 1994
A. Revenues
Rental income and related revenues increased $7,404,000
to $31,227,000. The increase was primarily due to the
acquisition of new properties. In addition, there was
an increase in revenues in all categories of properties
owned in both periods.
Interest and dividend income decreased $204,000 due to
a reduced investment base during this period compared
to the prior year. The lower investment base is a
result of the purchase of 24 properties. (three factory
outlet centers, 15 shopping centers, six apartments)
since October 31, 1993.
B. Operating Expenses
Operating costs and leasehold rents increased
$2,117,000 to $7,770,000. The increase was due
primarily to the acquisition of new properties.
Real estate and other taxes increased $713,000 to
$3,060,000. The increase was due primarily to new
property acquisitions.
Interest expense increased $393,000 to $921,000.
Mortgage interest increased due to a higher level of
debt caused by the assumption of mortgages in
connection with the purchase of two properties and the
use of the Trust's $100 million unsecured revolving
line of credit. The increase in interest expense was
partially offset by the capitalization of interest on
construction projects which are expanding factory
outlets and a shopping center.
Depreciation and amortization of properties increased
$838,000 to $3,656,000. This was due primarily to the
acquisition of properties.
Provision for doubtful accounts, net recoveries,
decreased principally because recoveries were higher
than they were in the second quarter of fiscal 1994.
C. Administrative Expenses
Administrative expenses as a percentage of total
revenues decreased to 2.1% from 3.2%. The decrease was
due primarily to the increase in revenue from newly
acquired properties.
D. Gains on property and securities
There were no property sales or gains or losses from
sale of securities during the quarter ended January 31,
1995.<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of shareholders was held on December
14, 1994. Proxies for the meeting were solicited by the
registrant pursuant to Regulation 14 under the Securities
Exchange Act of 1934; there was no solicitation in opposition to
the management's nominee as listed in the proxy statement and all
of such nominees were elected. There were no abstentions and no
broker non-votes.
Votes of 46,305,920 shares were cast for the election
of John Wetzler as a Trustee; votes of 305,402 were withheld.
Votes of 46$333,720 shares were cast for the election
of Gregory White as a Trustee; votes of 277,602 were withheld.
Votes of 46,334,580 shares were cast for the election
of William Newman as a Trustee; votes of 276,742 were withheld.
Votes of 46,340,105 shares ere cast for the election of
Arnold Laubich as a Trustee; votes of 271,217 were withheld.
In addition to the nominees elected as trustees, the
other trustees whose terms of office continue after the meeting
are Melvin Newman, Raymond Bottorf, Norman Gold, James Steuterman
and Dean Bernstein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit: The following exhibit is being filed:
11.1 Statement of Computation of Earnings Per Share
(b) For EDGAR filing purposes only this report contains
Exhibit 27, Financial Data Schedule.
(c) During the period covered by this report the Trust did
not file any reports on Form 8-K.
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 13, 1995
NEW PLAN REALTY TRUST
By: /s/ Michael I. Brown
--------------------
MICHAEL I. BROWN
Chief Financial Officer
<PAGE>
NEW PLAN REALTY TRUST
INDEX TO EXHIBITS
No.
11.1 Statement of Computation of Earnings Per Share
27 Financial Data Schedule1
1Filed in electronic format only.<PAGE>
Exhibit 11.1
Statement of Computation of Earnings Per Share
for the Six Months Ended July 31, 1995
Earnings Per Share
-------------------
Primary Fully Diluted
------- -------------
1. Proceeds upon exercise of
options $37,706,000 $37,706,000
2. Market price of shares
Closing --- $20.500
Average $20.625 ---
3. Treasury shares that could
be repurchased 1,828,170 1,839,317
4. Option shares outstanding 1,911,300 1,911,300
5. Common stock equivalent
shares (Excess shares under
option over Treasury shares
that could be repurchased) 83,130 71,983
6. Weighted average number of
shares outstanding 52,718,554 52,718,554
7. Total number of common and
common share equivalents 52,801,684 52,790,537
8. Net income for the period $31,106,000 $31,106,000
9. Earnings per share $.59 $.59
10. Reported earnings per share $.59 Not applicable
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This Schedule contains summary financial information
extracted from the consolidated balance sheets and consolidated
statements of income and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JAN-31-1995
<CASH> 9,508
<SECURITIES> 5,476
<RECEIVABLES> 6,898<F1>
<ALLOWANCES> 2,568
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 682,333
<DEPRECIATION> 56,189
<TOTAL-ASSETS> 677,730<F2>
<CURRENT-LIABILITIES> 0
<BONDS> 96,353
<COMMON> 612,515
0
0
<OTHER-SE> (44,665)
<TOTAL-LIABILITY-AND-EQUITY> 677,730<F3>
<SALES> 0
<TOTAL-REVENUES> 62,023
<CGS> 0
<TOTAL-COSTS> 29,376
<OTHER-EXPENSES> 1,172
<LOSS-PROVISION> 369
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 31,106
<INCOME-TAX> 0
<INCOME-CONTINUING> 31,106
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,106
<EPS-PRIMARY> .59
<EPS-DILUTED> 0
<FN>
<F1> Notes and Accounts Receivable - Trade is Net of Allowances
for Doubtful Accounts.
<F2> Other Assets not shown are: Mortgages and Notes Receivable,
Other Receivables, Prepaid Expenses and Deferred Charges,
Other Assets which total $29,704.
<F3> Additional Liabilities not shown are: Other Liabilities, and
Tenants' Security Deposits which total $13,527.
</TABLE>
