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 AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND 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 May 28, 1996 was 57,894,726.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
__________________ __________________
1996 1995 1996 1995
____ ____ ____ ____
REVENUES
- --------
Rental income and
related revenues $42,264 $31,711 $118,662 $92,075
Interest and dividend
income 1,089 1,046 4,009 2,704
_______ _______ _______ _______
43,353 32,757 122,671 94,779
OPERATING EXPENSES
- ------------------
Operating costs 10,281 6,995 $28,570 21,551
Leasehold rents 171 138 498 415
Real estate and
other taxes 4,055 3,054 11,324 8,805
Interest expense 4,452 2,104 12,908 3,766
Depreciation and amortization 5,254 3,741 14,556 10,871
Provision for doubtful accounts,
net of recoveries (Note C) 654 311 1,388 680
_______ _______ _______ _______
TOTAL OPERATING EXPENSES 24,867 16,343 69,244 46,088
Administrative expenses 687 552 2,125 1,724
_______ _______ _______ _______
INCOME BEFORE GAIN/(LOSS) 17,799 15,862 51,302 46,967
ON SALE OF PROPERTY AND
SECURITIES
Gain/(loss) on sale of property (370) -- 412 --
Loss on sale of securities, net (132) -- (131) --
NET INCOME $17,297 $15,862 $51,583 $46,967
======= ======= ======= =======
NET INCOME PER SHARE $.30 $.30 $.92 $.89
DIVIDENDS PER SHARE $.35 $.34 $1.0425 $1.0125
WEIGHTED AVERAGE SHARES
OUTSTANDING 57,762 52,994 55,995 52,808
See accompanying notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
APRIL 30
1996 JULY 31,
(UNAUDITED) 1995
----------- --------
ASSETS
- ------
Real estate, at cost
Land $162,276 $ 135,101
Buildings and improvements 751,138 629,979
________ _________
913,414 765,080
Less accumulated depreciation
and amortization 78,007 64,007
________ _________
835,407 701,073
Cash and cash equivalents 22,784 51,889
Marketable securities 2,823 6,051
Mortgages and notes receivable 22,303 22,874
Receivables
Trade and notes, net of allowance
for doubtful accounts 10,430 6,864
Other 1,224 1,122
Prepaid expenses and deferred charges 6,654 5,056
Other assets 2,219 1,707
________ _________
TOTAL ASSETS $903,844 $ 796,636
======== =========
LIABILITIES
- -----------
Mortgages payable $ 44,849 $ 27,295
Senior Notes, net of unamortized discount 179,456 179,357
Other liabilities 19,585 16,745
Tenants' security deposits 2,813 2,710
________ _________
TOTAL LIABILITIES 246,703 226,107
________ _________
COMMITMENTS AND CONTINGENCIES - -
- -----------------------------
SHAREHOLDERS' EQUITY
- --------------------
Preferred shares, par value $1.00,
authorized 1,000,000 shares; none issued -
Shares of beneficial interest without par
value, unlimited authorization; issued
and outstanding (April 30, 1996 -
57,894,726; July 31, 1995 - 52,262,565) 715,467 622,562
Less loans receivable for the purchase of
shares of beneficial interest 3,172 3,370
Add unrealized gain on securities reported
at fair value 662 182
________ _________
712,957 619,374
Less distributions in excess of net income 55,816 48,845
________ _________
TOTAL SHAREHOLDERS' EQUITY 657,141 570,529
________ _________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $903,844 $ 796,636
======== =========
See accompanying notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED APRIL 30,
(UNAUDITED)(IN THOUSANDS)
1996 1995
---- ----
OPERATING ACTIVITIES
- --------------------
Net Income $51,583 $46,967
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 14,556 10,871
_______ _______
66,139 57,838
Gain on sale of property (412) --
Loss on sale of securities, net 131 --
Changes in operating assets and liabilities, net
Increase in trade and notes receivable (4,540) (1,561)
(Increase)/decrease in other receivables (102) 122
Increase in allowance for doubtful accounts 974 415
Increase in other liabilities 2,840 248
Increase in net sundry assets and liabilities (2,112) (455)
_______ _______
NET CASH PROVIDED BY OPERATING ACTIVITIES 62,918 56,607
_______ _______
INVESTING ACTIVITIES
- --------------------
Sales of marketable securities 3,575 421
Net proceeds from the sale of property 3,052 --
Purchase and improvement of properties (129,823) (66,345)
Repayment of mortgage notes receivable 571 27
_______ _______
NET CASH USED IN INVESTING ACTIVITIES (122,625) (65,897)
_______ _______
FINANCING ACTIVITIES
- --------------------
Distributions to shareholders (58,554) (53,429)
Issuance of shares of beneficial interest
pursuant to a public offering 81,228 --
Issuance of shares of beneficial interest
pursuant to dividend reinvestment plan 11,513 10,129
Issuance of shares of beneficial interest upon
exercise of stock options 163 21
Proceeds from short-term debt 332,000
Repayment of short-term debt (339,500)
Principal payments on mortgages (329) (258)
Proceeds from sale of 7.75% Senior Notes 98,637
Payment of deferred financing costs (650)
Repayment of mortgages (3,616) (2,750)
Repayment of loans receivable for the purchase
of shares of beneficial interest 197 185
_______ _______
NET CASH PROVIDED BY FINANCING ACTIVITIES 30,602 44,385
_______ _______
(INCREASE/DECREASE) IN CASH AND CASH EQUIVALENTS (29,105) 35,095
Cash and cash equivalents at beginning of year 51,889 3,116
_______ _______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $22,784 $38,211
======= =======
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 three month and nine month periods ended April 30, 1996 and
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: Supplemental Cash Flow Information
State and local income taxes paid for the nine months ended April 30, 1995
were $121,000. There were no state and local income taxes paid for the
nine months ended April 30, 1996.
Interest paid for the nine months ended April 30, 1996 and 1995 was
$13,044,000 and $4,220,000, respectively.
Interest costs capitalized for the nine months ended April 30, 1996 and
1995 were $112,000 and $978,000, respectively.
The Trust entered into the following non-cash investing and financing
activities (in thousands) for the nine months ended April 30,:
1996 1995
------ ------
Mortgage obligations assumed upon $21,500 $5,443
the purchase of property
Discount on issuance of
7.75% Senior Notes $1,363
<PAGE>
Note C: Provision for Doubtful Accounts
The provision for doubtful accounts is net of recoveries. For the nine
months ended April 30, 1996 and 1995, recoveries were $500,000 and
$400,000, respectively. For the three months ended April 30, 1996 and
1995, recoveries were $160,000 and $56,000, respectively.
Note D: Pro Forma Financial Information
The Trust acquired nine shopping centers and two apartment complexes during
the nine months ended April 30, 1996. The pro forma financial information
for the nine months ended April 30, 1996 and 1995 shown below is based on
the historical statements of the Trust after giving effect to the
acquisitions as if such acquisitions took place on August 1, 1995 and 1994,
respectively. The approximately $141.3 million aggregate acquisition cost
included an existing mortgage and $119.8 million in cash.
The pro forma financial information is presented for informational purposes
only and may not be indicative of results that would have actually occurred
if the acquisitions had been in effect on the dates indicated. Also, they
may not be indicative of the results that may be achieved in the future.
Nine months ended April 30, 1996 1995
____________________________________________________
Pro forma total revenues $128,000 $100,108
Pro forma net income $52,742 $48,126
Pro forma earnings per share $.94 $.91
____________________________________________________
Note E: Impact of New Accounting Statement
In October 1995 the Financial Accounting Standards Board issued its
Statement of Financial Accounting Standards No. 123 "Accounting for Stock-
Based Compensation," which will be effective for financial statements
issued for fiscal years beginning after December 15, 1995. The Trust is
currently evaluating the impact of this statement.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
I. Liquidity and Capital Resources
On April 30, 1996 the Trust had $25.6 million in available cash, cash
equivalents and marketable securities.
During the nine month period ended April 30, 1996, the Trust paid
approximately $119.8 million to acquire nine shopping centers (1.8
million gross leasable square feet) and two apartment properties (520
units). In November 1995 the Trust sold a shopping center in Chinoe,
Kentucky for approximately $3.1 million.
Debt at April 30, 1996 consisted of $44.8 million of mortgages payable
and Senior Notes payable of $179.5 million.
The dividend reinvestment program provided $11.5 million during the
nine month period ended April 30, 1996. In addition, the Trust made
dividend distributions of $58.6 million to shareholders and spent
$10.0 million in expansion and improvements to properties.
Funds from operations, defined as net income plus depreciation and
amortization of real estate less gains from asset sales, increased
$8.1 million to $65.9 million ($1.18/share) from $57.8 million
($1.10/share) in the prior year's comparable nine month period.
In November 1995 the Trust issued 4,060,000 Shares of Beneficial
Interest. Proceeds, net of commissions and offering costs, were $81.2
million.
II. Results of operations for the nine months ended April 30, 1996 and
1995
A. Revenues
Rental income and related revenues increased $26.6 million to
$118.7 million. The increase came primarily from properties
which were acquired during the nine months ended April 30, 1996
or were owned less than the full nine months ended April 30,
1995. In addition, there was an increase in revenues in all
categories of properties owned in both periods.
Interest and dividend income increased $1.3 million to $4.0
million. This was a result of higher investment balances in the
current period.
B. Operating Expenses
Operating costs and leasehold rents increased $7.1 million to
$29.1 million. The increase was due primarily to the acquisition
of properties.
Real estate and other taxes increased $2.5 million to $11.3
million. The increase was due primarily to the acquisition of
properties.
Interest expense increased approximately $9.1 million to $12.9
million. The increase was due primarily to the issuance of
Senior Notes payable in the second half of fiscal 1995 which were
used to fund the Trust's property acquisition program.
Depreciation and amortization of properties increased $3.7
million to $14.6 million. The increase was due primarily to the
acquisition of properties and the additional amortization
resulting from increased spending on tenant alterations.
Provision for doubtful accounts, net of recoveries, increased
$708,000 to $1,388,000. The increase was due to higher
provisions for possibly uncollectible amounts.
C. Administrative Expenses
Administrative expenses are 1.7% of total revenues compared to
1.8% for the prior period. The increase of $401,000 is primarily
due to higher personnel costs.
D. Gain/(Loss) on the Sale of Property and Securities
Gains on the sale of property increased by $412,000. During the
current period the Trust sold a shopping center in Chinoe,
Kentucky and recorded a loss from the sale of a single tenant
property in New Bern, North Carolina which was completed in May
1996. There were no sales in the preceding year's comparable
period. Also during the current period certain marketable debt
securities were called resulting in a loss of $131,000. There
were no sales of securities resulting in gains or losses in the
preceding year's comparable period.
III. Results of operations for the three months ended April 30, 1996 and
1995
A. Revenues
Rental income and related revenues increased $10.6 million to
$42.3 million. The increase came primarily from properties which
were acquired during the three months ended April 30, 1996 or
were owned less than the full three months ended January 31,
1995. In addition, there was an increase in revenues in all
categories of properties owned in both periods.
B. Operating Expenses
Operating costs and leasehold rents increased $3.3 million to
$10.5 million. The increase was due primarily to the acquisition
of properties.
Real estate and other taxes increased approximately $1.0 million
to $4.1 million. The increase was due primarily to the
acquisition of properties.
Interest expense increased approximately $2.3 million to $4.5
million. The increase was due primarily to the issuance of
Senior Notes payable in the second half of fiscal 1995 which were
used to fund the Trust's property acquisition program.
Depreciation and amortization of properties increased $1.5
million to $5.3 million. The increase was due primarily to the
acquisition of properties and the additional amortization
resulting from a higher level of spending on tenant alterations.
Provision for doubtful accounts, net of recoveries, increased
$343,000 to $654,000. The increase is due to higher provisions
for possibly uncollectible amounts.
C. Administrative Expenses
Administrative costs for the current period are 1.6% of revenues,
a decrease from the prior period's 1.7%.
D. Gain/(Loss) on the Sale of Securities
Loss on the sale of securities increased by $132,000. This was
because certain marketable debt securities were called resulting
in a loss. There were no sales of securities resulting in gains
or losses in the preceding year's comparable period. A loss was
recorded due to the sale of a single tenant property in New Bern,
North Carolina which was completed in May 1996. There were no
losses in the preceding year's comparable period.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
___________________________________________________
None
Item 6. Exhibits and Reports on Form 8-K
________________________________
(a) Exhibits: Exhibit 11 - Statement Regarding Computation of Per
Share Earnings
Exhibit 27 - Financial Data Schedule. This Exhibit is
filed for Edgar filing purposes only.
(b) During the period covered by this report the Trust filed the
following:
1. Form 8-K/A Amendment No. 3 dated March 19, 1996 to Form 8-K
filed October 20, 1995. This report contained items 5 and
7.
2. Form 8-K, dated March 25, 1996. This report contained item
5.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: June 11, 1996
NEW PLAN REALTY TRUST
By: /s/ Michael I. Brown
________________________
MICHAEL I. BROWN
Chief Financial Officer,
Controller
<PAGE>
EXHIBIT INDEX
Number Description Page
______ ___________ ____
11 Statement Regarding Computation
of Per Share Earnings
27 Financial Data Schedule
<PAGE>
EXHIBIT 11
STATEMENT REGARDING COMPUTATION
OF PER SHARE EARNINGS
-------------------------------
For The Nine Months
Ended 4/30/96
-------------
Primary EPS Fully Diluted
___________ _____________
1 PROCEEDS UPON EXERCISE OF OPTIONS $41,286,988 $41,286,988
2 NET PRICE OF SHARES
CLOSING $20.500
AVERAGE $21.357
3 TREASURY SHARES THAT COULD BE
REPURCHASED 1,933,183 2,013,999
4 OPTION SHARES OUTSTANDING 2,079,550 2,079,550
5 COMMON STOCK EQUIVALENTS (EXCESS
SHARES UNDER OPTION OVER TREASURY
SHARES THAT COULD BE REPURCHASED) 146,367 65,551
6 AVERAGE NUMBER OF SHARES OUTSTANDING 55,995,435 55,995,435
7 TOTAL OF COMMON AND COMMON EQUIVALENT
SHARES 56,141,802 56,060,986
8 NET INCOME FOR THE PERIOD $51,583,752 $51,583,752
9 EARNINGS PER SHARE $0.92 $0.92
10 REPORTED EARNINGS PER SHARE 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.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> APR-30-1996
<CASH> 22,784
<SECURITIES> 2,823
<RECEIVABLES> 10,430
<ALLOWANCES> 3,897
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 913,414
<DEPRECIATION> 78,007
<TOTAL-ASSETS> 903,844
<CURRENT-LIABILITIES> 0
<BONDS> 224,305
<COMMON> 712,295
0
0
<OTHER-SE> (55,154)
<TOTAL-LIABILITY-AND-EQUITY> 903,844
<SALES> 0
<TOTAL-REVENUES> 122,671
<CGS> 0
<TOTAL-COSTS> 54,948
<OTHER-EXPENSES> 2,125
<LOSS-PROVISION> 1,388
<INTEREST-EXPENSE> 12,908
<INCOME-PRETAX> 51,583
<INCOME-TAX> 0
<INCOME-CONTINUING> 51,583
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51,583
<EPS-PRIMARY> 0.92
<EPS-DILUTED> 0.92
</TABLE>
