UNITED STATES
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 March 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 1-6613
MORTGAGE AND REALTY TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 23-1862664
------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
8380 Old York Road, Suite 300
Elkins Park, Pennsylvania 19027-1590
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 881-1525
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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
----- -----
Number of Common Shares Outstanding at March 31, 1995:
11,226,215
<PAGE>
MORTGAGE AND REALTY TRUST
INDEX OF FINANCIAL INFORMATION
PART I
1. Unaudited Financial Statements including the following:
Balance Sheet at March 31, 1995 and
September 30, 1994
Statement of Operations for the periods ended
March 31, 1995 and 1994
Statement of Cash Flows for the six months
ended March 31, 1995 and 1994
Statement of Shareholders' Equity for the six
months ended March 31, 1995
Notes to the Financial Statements
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II
3. Defaults Upon Senior Securities
6. Exhibits and Reports on Form 8-K
1
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements:
- --------------------------------------------------------------------------------
BALANCE SHEET
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, September 30,
1995 1994
------------ -------------
<S> <C> <C>
ASSETS:
Mortgage loans and investments:
Standing loans $ 54,272,000 $ 61,851,000
Long-term amortizing loans 2,694,000 2,908,000
Participating loans and investments 1,960,000 4,563,000
Non-earning 25,000 -
------------ ------------
58,951,000 69,322,000
------------ ------------
Notes receivable 642,000 760,000
In-substance foreclosures:
Earning 30,328,000 62,097,000
Non-earning 18,018,000 10,198,000
Real estate:
Investment in real estate equities, net 56,940,000 56,857,000
Properties acquired through foreclosure and
held for sale, net:
Earning 72,642,000 68,437,000
Non-earning 34,417,000 32,282,000
Investment in partnerships, net 26,511,000 9,524,000
------------ ------------
298,449,000 309,477,000
Less allowance for losses (11,031,000) (13,430,000)
------------ ------------
287,418,000 296,047,000
Cash and cash equivalents 73,140,000 60,332,000
Interest receivable and other assets 6,390,000 7,865,000
------------ ------------
$366,948,000 $364,244,000
============ ============
LIABILITIES:
Senior secured notes $290,000,000 $290,000,000
Loan on equity investment 17,593,000 17,593,000
Accounts payable and accrued expenses 3,715,000 4,050,000
Interest payable 51,324,000 32,568,000
------------ ------------
362,632,000 344,211,000
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' EQUITY:
Preferred shares, $1 par value: 3,500,000
shares authorized, none issued - -
Common shares, $1 par value: 20,000,000 shares
authorized, 11,226,000 shares issued and
outstanding 11,226,000 11,226,000
Additional paid-in capital 182,375,000 182,375,000
Accumulated deficit (189,285,000) (173,568,000)
------------ ------------
Total shareholders' equity 4,316,000 20,033,000
------------ ------------
$366,948,000 $364,244,000
============ ============
</TABLE>
See accompanying notes.
2
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Periods Ended March 31, (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-------------------------- --------------------------
3/31/95 3/31/94 3/31/95 3/31/94
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Income:
Interest and fee income on mortgage
loans $ 2,303,000 $ 3,661,000 $ 5,181,000 $ 7,666,000
Income on rental properties:
Rental income 5,825,000 4,167,000 11,517,000 8,469,000
Operating expense reimbursement 590,000 418,000 1,167,000 849,000
Interest on short-term investments 1,042,000 140,000 1,864,000 234,000
Other 14,000 34,000 47,000 48,000
------------ ----------- ------------ -----------
9,774,000 8,420,000 19,776,000 17,266,000
------------ ----------- ------------ -----------
EXPENSES:
Interest 10,273,000 7,663,000 19,832,000 15,462,000
Expenses of rental properties:
Depreciation and amortization 1,782,000 1,426,000 3,486,000 2,833,000
Operating 2,802,000 2,360,000 5,472,000 4,734,000
Other operating expenses 1,045,000 1,382,000 2,198,000 2,628,000
Provision for losses on mortgage
loans and related investments 3,000,000 - 3,000,000 -
Reorganization expenses 1,135,000 741,000 1,505,000 1,417,000
------------ ----------- ------------ -----------
20,037,000 13,572,000 35,493,000 27,074,000
------------ ----------- ------------ -----------
Net loss $(10,263,000) $(5,152,000) $(15,717,000) $(9,808,000)
============ =========== ============ ===========
PER SHARE:
Net loss $(.91) $(.46) $(1.40) $(.87)
===== ===== ====== =====
Weighted average number of common
shares outstanding 11,226,000 11,226,000 11,226,000 11,226,000
</TABLE>
See accompanying notes.
3
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
Six Months Ended March 31, (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(15,717,000) $(9,808,000)
------------ -----------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization on real estate 3,486,000 2,833,000
Decrease in payables and accrued expenses (335,000) (134,000)
Increase in interest payable 18,756,000 15,512,000
Decrease (increase) in receivables and other assets 1,475,000 (399,000)
Net change in interest reserves, deferred income (349,000) (455,000)
Provision for losses 3,000,000 -
Recoveries of charge offs to allowance for losses 116,000 69,000
------------ -----------
Total adjustments 26,149,000 17,426,000
------------ -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 10,432,000 7,618,000
------------ -----------
Cash flows from investing activities:
Investments in real estate:
Properties acquired through foreclosure (6,189,000) (2,103,000)
In-substance foreclosures (97,000) (1,030,000)
Real estate equities (1,349,000) (738,000)
Partnerships (1,849,000) -
Principal repayments on mortgage loans 835,000 11,564,000
Repayments on notes receivable 118,000 100,000
Sale of foreclosed property 3,350,000 6,665,000
Repayment on in-substance foreclosure 7,557,000 2,338,000
------------ -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 2,376,000 16,796,000
------------ -----------
Net increase in cash and cash equivalents 12,808,000 24,414,000
Cash and cash equivalents at beginning of period 60,332,000 11,451,000
------------ -----------
Cash and cash equivalents at end of period $ 73,140,000 $35,865,000
============ ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTMENT AND
FINANCING ACTIVITIES:
Charge offs against allowance for losses $ 5,515,000 $ 758,000
============ ===========
Transfer of in-substance foreclosures to real estate
and investment in partnerships $ 23,740,000 $ 5,556,000
============ ===========
Transfer of in-substance foreclosures to mortgage
loans $ 105,000 $ -
============ ===========
Transfer of mortgage loans to real estate and in-
substance foreclosures $ 9,762,000 $ 400,000
============ ===========
</TABLE>
See accompanying notes.
4
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
- --------------------------------------------------------------------------------
STATEMENT OF SHAREHOLDERS' EQUITY
For the Six Months Ended March 31, 1995 (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional Total
Common Shares Paid-In Accumulated Shareholders'
Shares Amount Capital Deficit Equity
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of
period 11,226,000 $11,226,000 $182,375,000 $(173,568,000) $20,033,000
Net loss (15,717,000) (15,717,000)
---------- ----------- ------------ ------------- -----------
Balance, end of
period 11,226,000 $11,226,000 $182,375,000 $(189,285,000) $ 4,316,000
========== =========== ============ ============= ===========
</TABLE>
See accompanying notes.
5
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. BASIS OF FINANCIAL INFORMATION AND PLAN OF REORGANIZATION -
On November 17, 1994, the Trust announced that it had reached an
agreement in principle with a substantial number of holders of its
Senior Notes on the terms of a restructuring of the Senior Notes.
Pursuant to the agreement in principle, holders of the Senior Notes
in the aggregate principal amount of $290 million plus accrued
interest of $51.3 million through March 31, 1995 will receive
under a prepackaged plan of reorganization under chapter 11 of the
Bankruptcy Code, $110 million of new senior secured notes due 2002,
approximately $50 million in cash and 97% of the restructured equity
of the Trust (or substantially all the restructured equity if holders
of the Trust's outstanding common shares do not vote to accept the
prepackaged plan). If holders of the outstanding common shares vote
to accept the prepackaged plan, such holders will retain 3% of the
equity of the restructured Trust. The agreement in principle
anticipates that the new senior secured notes will mature in 2002
and bear interest at the rate of 11-1/8% per annum. It is also
anticipated that holders of unsecured claims will receive cash in the
allowed amount of their claims. It is contemplated that the Trust
will prepare a "shelf" registration statement for the new securities
issued pursuant to the prepackaged plan.
In April 1995, the Trust and certain holders of Senior Notes executed
an agreement of understanding, pursuant to which such noteholders
agreed to support the proposed restructuring. On April 11, 1995,
pursuant to such agreement, the Trust advanced $25 million towards
the $50 million minimum payment required to implement the proposed
restructuring.
The agreement to pursue the restructuring proposal is subject to a
number of conditions and the Trust intends to effect the
restructuring through a prepackaged chapter 11 bankruptcy. At this
time there can be no assurance that the conditions to consummation of
the proposed restructuring will be satisfied.
On March 30, 1995, the Trust filed preliminary solicitation materials
with the SEC regarding the proposed restructuring and prepackaged
chapter 11 bankruptcy. Details of the proposed restructuring and
prepackaged bankruptcy including the conditions to commencement and
consummation of the restructuring and terms of the new debt securities
to be received by the Senior Note holders under the prepackaged plan
have not been finalized pending the filing of definitive solicitation
materials with the SEC and distribution of a disclosure statement for
the solicitation of votes for the prepackaged plan to holders of the
Trust's outstanding securities.
The financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP) applicable to a
company on a "going concern" basis, which contemplates the
realization of assets and the liquidation of liabilities in the
ordinary course of business. These financial statements include
adjustments and reclassifications that have been made to reflect
indebtedness as extended under the 1991 Plan and the Senior Note
Indenture. These financial statements do not include any adjustments
6
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. BASIS OF FINANCIAL INFORMATION AND PLAN OF REORGANIZATION (Continued)
that would be required should the Trust be unable to continue as a
going concern. The conditions noted above raise substantial doubt
about the Trust's ability to continue as a going concern. These
financial statements also do not include any adjustments that could
be required as a result of the November 17, 1994 agreement in
principle with certain holders of Senior Notes and related proposed
restructuring and prepackaged chapter 11 bankruptcy, including
adjustments required by The American Institute of Certified Public
Accountants Statement of Position 90-7 "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code," for fresh
start accounting. The Trust anticipates that any adjustments that
would be occasioned in the restructuring process by its financial
distress, by any inability of the Trust to continue as a going
concern or by any inability of the Trust to achieve a consensual
restructuring would be material and adverse.
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include
all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the six months period
ended March 31, 1995 are not necessarily indicative of the results
that may be expected for the year ended September 30, 1995.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES - The Trust is a real estate investment trust that has
elected to be taxed under Sections 856-860 of the Internal Revenue
Code of 1986, as amended. Accordingly, no provision has been made
for income taxes in the financial statements.
For the fiscal year ended September 30, 1994 and the six months ended
March 31, 1995, there were significant differences between taxable
net loss and net loss as reported in the financial statements. The
differences were primarily temporary differences related to the
recognition of bad debt deductions and accounting for reorganization
costs. For financial accounting purposes, these items are expensed
currently, while for tax purposes some portion of these items may
be deferred to future periods.
7
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Trust incurred net operating losses of $38 million, $31 million
and $12 million for tax purposes in fiscal 1993, 1992 and 1991,
respectively. The Trust estimates a net operating loss for tax
purposes of approximately $35 million for fiscal 1994. Each of these
net operating losses will be available for fifteen years as a loss
carryforward to future years' taxable income. If during the course
of the proposed restructuring, Cancellation of Indebtedness taxable
income results, the net operating losses available for use in future
years will be reduced by the amount of such Cancellation of
Indebtedness income. The Trust intends to preserve its net operating
losses, but the transfer of more than 50% of the ownership of the
Trust to its creditors in a reorganization (as was provided in the
November 1994 agreement in principle and as is likely in any
alternate restructuring) will limit the future per annum use of its
net operating losses (after the aforementioned reduction for
Cancellation of Indebtedness income) under Internal Revenue Code
Section 382.
INTEREST INCOME - Interest income on each loan is recorded as earned.
Interest income is not recognized if, in the opinion of the Trustees,
collection is doubtful. The Trust generally considers loans as
delinquent if payment of interest and/or principal, as required by the
terms of the note, is more than 60 days past due. Accrual of interest
income is generally terminated and foreclosure proceedings are
started if payment is more than 60 days past due.
RENTAL INCOME - Rental income is recognized on a straight-line basis
over the applicable term of the lease.
LOAN FEE INCOME - Loan fees are recorded as income using the "interest
method". Accordingly, loan fees are deferred when received and are
recorded as income over the term of the loan in relation to
outstanding loan balances.
ALLOWANCE FOR LOSSES - The allowance for losses on mortgage loans and
related investments is determined in accordance with The American
Institute of Certified Public Accountants Statement of Position on
Accounting Practices of Real Estate Investment Trusts 75-2, as
amended. This statement requires adjustment of the carrying value of
mortgage loans to the lower of their carrying value or estimated net
realizable value. Estimated net realizable value is the estimated
selling price of a property offered for sale in the open market
allowing a reasonable time to find a buyer, reduced by the estimated
cost to complete and hold the property (including the estimated cost
of capital), net of estimated cash income. At March 31, 1995, no
assets were valued using the cost of capital method.
Additional provisions for losses on mortgage loans and related
investments may be necessary if the deterioration in real estate
markets continues, or there is a significant increase in the Trust's
cost of capital. See also Note 1, "Basis of Financial Statement
Presentation and Plan of Reorganization". Further adjustments may
also be necessary as a result of the restructuring negotiations. The
8
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Trust anticipates that any adjustments that would be occasioned in
the restructuring process by its financial distress, by any inability
of the Trust to continue as a going concern or by any inability of
the Trust to achieve a consensual restructuring would be material and
adverse.
CONCENTRATION OF CREDIT RISKS - The Trust's mortgage loan portfolio is
heavily concentrated in California (49%) and Pennsylvania (23%). The
mortgage loans are secured by the underlying real estate. The real
estate is subject to risks arising in connection with the underlying
real estate, such as defaults or non-renewal of the tenant leases,
increased operating costs, environmental problems and availability
of financing.
PROPERTIES ACQUIRED THROUGH FORECLOSURE AND HELD FOR SALE - Properties
acquired through foreclosure and held for sale are recorded at the
lower of cost or fair value at acquisition, which becomes the cost
basis for accounting purposes. The fair value of the asset acquired,
in accordance with Financial Accounting Standards Board Statement 15,
is the amount that the Trust could reasonably expect to receive in a
current sale between a willing buyer and a willing seller. Such
properties are thereafter accounted for in the same manner as any
similar asset acquired for investment as to depreciation and gain or
loss upon sale. Subsequent to foreclosure, the properties are carried
at the lower of cost or fair value less estimated costs to sell, as
set forth in The American Institute of Certified Public Accountants'
Statement of Position 92-3, "Accounting for Foreclosed Assets"
("SOP 92-3").
IN-SUBSTANCE FORECLOSURE - A loan is considered an in-substance fore-
closure if: (1) the debtor has little or no equity considering the
fair value of the collateral, (2) proceeds for repayment can be
expected to come only from operation or sale of the collateral, and
(3) the debtor has either formally or effectively abandoned control
of the collateral. Loans meeting the criteria for in-substance
foreclosure are reclassified and recorded at the lower of cost or fair
value of the collateral, which establishes a new cost basis in the
same manner as a legal foreclosure.
Properties acquired through foreclosure and held for sale and in-
substance foreclosures are reclassified from non-earning to earning
status if they produce and maintain for a minimum of two consecutive
quarters an annualized return of 5% or greater cash flow yield.
NET LOSS PER SHARE - Net loss per share is computed using the
weighted average common shares outstanding during each period. Fully
diluted net loss per share is not disclosed because such information
is not meaningful.
DEPRECIATION AND AMORTIZATION - Depreciation and amortization are
computed on the straight-line method over an estimated useful life of
40 years for buildings and three to five years for other property and
lease commissions.
Investments in real estate equities and properties acquired through
foreclosure and held for sale and investments in partnerships are
shown on the balance sheet, net of accumulated depreciation.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include short-
term investments (high grade commercial paper carried at cost of
$71.6 million at March 31, 1995) with original maturities ranging
from 3 to 28 days.
9
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Included in cash and cash equivalents is $1.3 million of restricted
cash which represents the funding of the employee retention plan (see
Note 8) and $1.1 million related to borrowers' deposits.
NOTE 3. MORTGAGE LOANS AND INVESTMENT IN REAL ESTATE
The following table summarizes the Trust's mortgage loan portfolio:
<TABLE>
<CAPTION>
March 31, 1995 September 30, 1994
---------------------- ----------------------
Number of Carrying Number of Carrying
Type of Underlying Security Investments Amount Investments Amount
- --------------------------- ----------- -------- ----------- --------
($ Amounts in Thousands)
<S> <C> <C> <C> <C>
Apartments 1 $ 235 1 $ 254
Residential/Condominium* 8 1,218 9 1,334
Office Buildings 3 18,181 2 1,699
Industrial Buildings 8 11,203 7 30,328
Research & Development 1 12,043 3 16,371
Retail Buildings 3 13,011 4 16,276
Hotel/Motels 1 3,060 1 3,060
-- ------- -- -------
Total 25 $58,951 27 $69,322
== ======= == =======
_____________
<FN>
* Includes 79 mortgage end loans on 8 investments at March 31, 1995 and 80
mortgage end loans on 9 investments at September 30, 1994.
</TABLE>
The Trust's mortgage loan portfolio consists of loans located
principally in California, 49% and Pennsylvania, 23%.
At March 31, 1995, the Trust had undisbursed commitments of
$690,000, all of which represents additional advances on partially
funded mortgage loans.
As of March 31, 1995, there was one earning loan totalling
$16,608,000 that was delinquent (more than 60 days past due) as to
principal.
At March 31, 1995 and 1994, loans totalling $18,438,000 and
$31,019,000, respectively, were extended beyond their original
contractual maturity dates. Loan terms are extended in the normal
course of business for various reasons, such as delays in
construction, slower leasing than originally anticipated or delay in
obtaining permanent financing.
No interest rate modifications were made on mortgage loans for the
quarter ended March 31, 1995.
10
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3. MORTGAGE LOANS AND INVESTMENT IN REAL ESTATE (Continued)
The following table summarizes the Trust's investment in in-substance
foreclosures:
<TABLE>
<CAPTION>
March 31, 1995 September 30, 1994
---------------------- ----------------------
Number of Carrying Number of Carrying
Type of Property Investments Amount Investments Amount
- ---------------- ----------- -------- ----------- --------
($ Amounts in Thousands)
<S> <C> <C> <C> <C>
EARNING:
Office Buildings 1 $ 4,654 2 $12,840
Retail Buildings 2 13,800 3 28,452
Apartments - - 1 6,695
Research & Development Bldgs. - - 2 14,110
Industrial Buildings 2 11,874 - -
-- ------- -- -------
Total Earning 5 30,328 8 62,097
-- ------- -- -------
NON-EARNING:
Industrial Buildings 4 18,018 2 10,198
-- ------- -- -------
Total Non-Earning 4 18,018 2 10,198
-- ------- -- -------
Total 9 $48,346 10 $72,295
== ======= == =======
</TABLE>
The following table summarizes the Trust's investment in real estate
equities, net of accumulated depreciation of $11,294,000 at March
31, 1995 and $10,023,000 at September 30, 1994:
<TABLE>
<CAPTION>
March 31, 1995 September 30, 1994
---------------------- ----------------------
Number of Carrying Number of Carrying
Type of Property Investments Amount Investments Amount
- ---------------- ----------- -------- ----------- --------
($ Amounts in Thousands)
<S> <C> <C> <C> <C>
Office Buildings 4 $26,576 4 $26,264
Industrial Buildings 1 6,434 1 6,510
Retail Buildings 1 23,930 1 24,083
-- ------- -- -------
Total 6 $56,940 6 $56,857
== ======= == =======
</TABLE>
11
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3. MORTGAGE LOANS AND INVESTMENT IN REAL ESTATE (Continued)
The following table summarizes the Trust's investment in properties
acquired through foreclosure and held for sale, net of accumulated
depreciation of $10,180,000 at March 31, 1995 and $8,329,000 at
September 30, 1994:
<TABLE>
<CAPTION>
March 31, 1995 September 30, 1994
---------------------- ----------------------
Number of Carrying Number of Carrying
Type of Property Investments Amount Investments Amount
- ---------------- ----------- -------- ----------- --------
($ Amounts in Thousands)
<S> <C> <C> <C> <C>
EARNING
Apartments 3 $ 20,924 3 $ 21,012
Office Buildings 3 14,772 4 13,942
Industrial Buildings 6 23,280 5 19,913
Retail Buildings 1 7,651 1 7,585
Research & Development Bldgs. 2 6,015 2 5,985
-- -------- -- --------
Total Earning 15 72,642 15 68,437
-- -------- -- --------
NON-EARNING
Office Buildings 4 12,754 5 16,449
Industrial Buildings 5 14,116 4 10,794
Retail Buildings 1 7,547 2 5,039
-- -------- -- --------
Total Non-Earning 10 34,417 11 32,282
-- -------- -- --------
Total 25 $107,059 26 $100,719
== ======== == ========
</TABLE>
The following table summarized the Trust's investment in partnerships,
net of accumulated depreciation of $618,120 at March 31, 1995 and
$313,628 at September 30, 1994:
<TABLE>
<CAPTION>
March 31, 1995 September 30, 1994
---------------------- ----------------------
Number of Carrying Number of Carrying
Type of Property Investments Amount Investments Amount
- ---------------- ----------- -------- ----------- --------
($ Amounts in Thousands)
<S> <C> <C> <C> <C>
Industrial Buildings 2 $ 9,403 2 $ 9,524
Retail Buildings 2 17,108 - -
-- ------- -- -------
Total 4 $26,511 2 $ 9,524
== ======= == =======
</TABLE>
12
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4. ALLOWANCE FOR LOSSES
The changes in the allowance for losses for the six months ended
March 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
3/31/95 3/31/94
-------- --------
(Amounts in Thousands)
<S> <C> <C>
Balance at beginning of period $13,430 $11,808
Provisions charged to expense 3,000 -
------- -------
16,430 11,808
Less charges against allowance, net of recoveries 5,399 758
------- -------
Balance at end of period $11,031 $11,050
======= =======
</TABLE>
Approximately $7,205,000 and $6,524,000 of the allowance at March
31, 1995 and 1994, respectively, are applicable to properties
acquired through foreclosure and held for sale.
NOTE 5. SENIOR NOTES
SENIOR SECURED NOTES - The lack of liquidity in many of the commercial
real estate markets continued during the past year. Although the
Trust was able to meet the required principal payment at December 31,
1992, reducing the principal balance of the Senior Notes to $290
million, it did not have sufficient funds to meet the $20 million
required principal payment due June 30, 1993 or the $33.8 million
required principal payment due December 31, 1993 or the $30 million
required principal payment due June 30, 1994 or the $18.8 million
required principal payment due December 31, 1994 (taking into account
permitted deferrals). The Trust also did not make the $6.6 million,
the $6.4 million, the $7.2 million, the $8.7 million, the $9.1
million and the $9.6 million interest payments due December 31, 1993,
March 31, 1994, June 30, 1994, September 30, 1994, December 31, 1994,
and March 31, 1995, respectively. The average borrowing rates for
the six months ended March 31, 1995 and 1994, respectively, were
12.97% and 10.01%. At March 31, 1995, the outstanding 13.62%
interest rate on the Senior Notes was composed of interest at 13.00%
on $200 million of Senior Notes (including default interest at 1%)
and 15.00% on $90 million of deferred amounts of Senior Notes
(including default interest at 1%).
LOAN ON EQUITY INVESTMENT - In November 1991, the Trust acquired full
ownership of a retail center in which it had a partnership interest.
The Trust has a fully funded construction borrowing commitment of
$17.6 million outstanding at March 31, 1995. The contractual
interest rate on this loan is 11% (Prime + 2%, floor of 8.5%), and
the loan matures on July 3, 1995.
The Trust can further extend the loan to April 22, 1996, but will be
required to make a $3.6 million payment in order to receive the
additional extension.
13
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Financial Accounting Standards Board Statement No. 107 Disclosure
of Fair Value of Financial Statements ("SFAS" 107) requires
disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is
practicable to estimate that value. In cases where quoted market
prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. In that regard,
the derived fair value estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instrument. SFAS 107
excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the
underlying value of the Trust.
The carrying value of cash and cash equivalents approximates that
fair value because of the liquidity and short-term maturities of
these instruments. The fair value of mortgage loans is estimated
by discounting cash flows at what is considered a market interest
rate for loans with similar terms to borrowers of similar credit
quality.
The measurement of the fair value of the Senior Notes at March 31,
1995 is not practical in the context of the proposed restructuring.
The loan on equity investment is a variable rate loan that reprices
frequently, thus fair value is based on the carrying amount of the
loan.
The estimated fair values of the Trust's financial instruments at
March 31, 1995 are as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
-------- --------
(Amounts in Thousands)
<S> <C> <C>
FINANCIAL ASSETS:
Cash and cash equivalents $73,140 $73,140
Mortgage loans and notes receivable (net
of allowance for possible losses) 59,744 59,744
FINANCIAL LIABILITIES:
Loan on equity investment (17,593) (17,593)
Off-Balance Sheet Financial Instruments:
Unfunded loan commitments - (690)
</TABLE>
14
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. SHARE OPTION PLAN
On August 14, 1994, the 1984 Share Option Plan terminated. As of
March 31, 1995, options to purchase 348,500 Common Shares were
outstanding under the 1984 Share Option Plan. The exercise price
per share varies from $2.50 to $4.15. Options granted, other than
those granted in fiscal 1991, expire five years from the date of
grant and may be exercised at any time six months after the date of
grant, subject to the limitation that the aggregate fair market
value (determined as of the time the Option is granted) of the
Shares with respect to which Incentive Stock Options are exercisable
for the first time by any participant during any calendar year shall
not exceed $100,000. Options granted during fiscal 1991, pursuant
to the Employee Retention Plan described in Note 8, expire five years
from the date of grant but do not vest until three years from the
date of grant. Options to purchase 77,500 Common Shares at a price
of $14.50 terminated during the six months ended March 31, 1995.
In addition to cash, Options may be exercised by exchanging the
Trust's Common Shares valued at the market price on the date of
exercise of the Options. During the six months ended March 31, 1995,
no Options were exercised.
NOTE 8. EMPLOYEE RETENTION PLAN
The Trust established an Employee Retention Plan, to be administered
by the Compensation and Nominating Committee (the "Committee"), in
order to assure the continuity and performance of employees of the
Trust. The Plan contains four categories of benefits: an incentive
program, stock options, termination pay and a retention bonus.
The Committee established an incentive program for calendar year 1991.
The incentive pool was calculated based on the reduction of the
Trust's outstanding debt (the Senior Notes). During the six month
periods ended March 31, 1995 and 1994, the Committee approved the
payment of discretionary bonuses totalling $128,500 and $123,000,
respectively, for certain officers and employees of the Trust.
On March 29, 1991, the Committee awarded stock options for the
purchase of 197,500 Common Shares at an option price of $4.15. The
options had a three-year vesting period from the date of grant and
vested on March 29, 1994.
A termination pay plan has been established to cover termination of
employment without cause during the period that the Senior Notes, as
defined, are outstanding. Employees will be entitled to compensation
ranging from a minimum of twelve weeks to a maximum of eighteen
months pay. In addition, certain health benefits will continue to be
paid by the Trust over a period of time equal to the period used in
calculating severance pay. The Trust estimates that the maximum cost
of the termination pay plan would be approximately $1.3 million and
the cost is charged to expense at date of termination (as defined in
the termination pay plan).
The retention bonus, which totalled $350,000, was paid on February 28,
1992 to certain employees who remained with the Trust one year after
the Effective Date of the 1991 Plan (February 27, 1991).
15
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 1. Financial Statements (Continued)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9. ISSUANCE OF SHARES
Effective April 1, 1992, the Trust terminated its Dividend
Reinvestment and Share Purchase Plan.
The Trust is authorized to issue up to 3,500,000 Preferred Shares on
terms to be established by the Trustees. No preferred shares have
been issued to date.
The Trust contributed 150,000 Common Shares (1.4% of outstanding
shares) as part of the settlement of the consolidated class actions
and the Class 5 claims remaining in the chapter 11 proceeding. The
settlement and contribution of shares occurred on September 17, 1993.
16
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES - A Plan of Reorganization under Chapter 11 of
the Bankruptcy Code was confirmed at a hearing held in the Bankruptcy Court in
Los Angeles, California, on February 21, 1991, and an order was entered
February 27, 1991, confirming the Plan. As a result of the liquidity problems
in the commercial real estate markets, the Trust was not able to meet the
required amortization at June 30, 1992 and the debt was restructured in July
1992 with the unanimous consent of the creditors. The debt is now governed by
an indenture dated as of July 15, 1992. At December 31, 1992, debt outstanding
was reduced to $290 million, the maximum debt level permitted under the Plan
on that date.
For the six months ended March 31, 1995, cash provided by operating activities
increased the cash balance by approximately $10.4 million. This was due
primarily to an increase in interest payable due to no payment of interest on
the Secured Notes since September 30, 1993. Cash provided by investing
activities increased the cash balance by approximately $2.4 million. This was
due to higher repayments, net of advances, on: (1) mortgage loans of $835,000,
and (2) in-substance foreclosures of $7.5 million. Offsetting these increases
were advances, net of repayments, on: (1) properties acquired through
foreclosure of $2.8 million, (2) real estate equities of $1.3 million and (3)
investment in partnerships of $1.8 million.
Due to the lack of liquidity that has existed in the real estate marketplace,
the Trust has not been able to meet payment and other obligations on its
outstanding debt.
Under the financial covenants of the Indenture governing the Senior Notes, the
Trust was required to maintain a ratio of outstanding securities to its capital
base (as defined in the Indenture) of 515% at March 31, 1993. In addition,
under the Indenture the Trust was required to maintain a ratio of outstanding
securities to its capital base of 438% at June 30, 1993 and September 30, 1993,
358% at December 31, 1993 and March 31, 1994, and 313% at June 30, 1994 and
September 30, 1994, and 209% at December 31, 1994 and March 31, 1995, and a
ratio of earning assets (as defined in the Indenture) to outstanding securities
of 113% at June 30, 1993 and September 30, 1993, 116% at December 31, 1993 and
March 31, 1994, 117% at June 30, 1994 and September 30, 1994 and 120% at
December 31, 1994 and March 31, 1995. The Trust failed to meet each of these
ratios, constituting events of default under the Indenture. However, on May
26, 1993, the Trust received from the holders of more than 66-2/3% in principal
amount of Senior Notes a waiver relating to the March 31 default.
Outstanding Securities refers to all $290 million of securities governed by and
registered under the Indenture dated July 15, 1992 for the Senior Secured
Uncertificated Notes due 1995. Capital Base means the amount equal to the
Company's Shareholders' Equity less 50% of the non-earning assets. Non-Earning
Assets means the aggregate of non-earning loans (as defined in the Indenture)
and non-earning properties (properties that do not produce and maintain an
annualized return of 5% or greater cash flow yield). Earning Assets means an
amount equal to between the aggregate amount of invested assets and aggregate
amount of non-earning assets.
Management has held discussions with the representatives of the creditors to
explore various alternatives for restructuring the outstanding debt
obligations. The Trust's present intention is to reach a consensual
restructuring agreement to be effected through a prepackaged chapter 11
bankruptcy. In April 1995, the Trust and certain holders of Senior Notes
executed an agreement of understanding, pursuant to which such noteholders
agreed to support the proposed restructuring. On April 11, 1995, pursuant to
such agreement, the Trust advanced $25 million towards the $50 million minimum
payment required to implement the proposed restructuring. See Note 1, "Basis
17
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
of Financial Information and Plan of Reorganization". If such an agreement
cannot be reached with the Trust's debt holders, the Trust will have to
consider other alternatives, including the filing of a voluntary bankruptcy
petition under chapter 11 of the Bankruptcy Code. Although the holders of more
than 66-2/3% of the Trust's debt securities had agreed with the Trust to
temporarily forebear further creditor action on the defaults for a defined
standstill period, such standstill period expired on December 3, 1993. The
Company believes that no further extension of the standstill will be granted.
The Trust intends, therefore, to continue to operate its business and seek
Senior Note holder consent on an ad hoc basis as such consent is required.
Although the Trust believes that such consents, if requested, would be in the
best interest of the Trust, its shareholders and the Senior Note holders, there
can be no assurance that the Trust will obtain sufficient consents as they are
required. Currently, the Trust is in default under the Indenture and has
continued to suspend payments on the Senior Notes. Consequently, there can be
no assurance that the Indenture Trustee and the Collateral Agents will not take
remedial or enforcement action, including acceleration of the Senior Notes and
foreclosure. If it becomes impossible for the Trust to continue operations
under such circumstances, it may be necessary for Mortgage and Realty Trust to
explore other alternatives, including seeking relief under chapter 11 of the
Bankruptcy Code.
At March 31, 1995, the Trust had cash and cash equivalents of $71.6 million.
Included in cash and cash equivalents are $1.3 million of restricted cash which
represents the funding of the employee retention plan and $1.1 million related
to borrowers' deposits. The Trust's unfunded loan commitments totalled
$690,000 at March 31, 1995.
RESULTS OF OPERATIONS-SIX MONTHS ENDED MARCH 31, 1995 VS. SIX MONTHS ENDED
MARCH 31, 1994 - Net loss for the six months ended March 31, 1995 was
$(15,717,000) or $(1.40) per share compared to a net loss of $(9,808,000) or
$(.87) per share for the six months ended March 31, 1994. The six months ended
March 31, 1995 included a provision for losses of $3,000,000 or $.27 per share
compared to no provision for the six months ended March 31, 1994. The Trust's
spread (interest income on mortgage loans plus net operating income from real
estate owned less interest expense) decreased from $(3,212,000) for the six
months ended March 31, 1994 to $(7,439,000) for the six months ended March 31,
1995. Offsetting these decreases was an increase in interest income on short-
term investments which was $1,864,000 for the six months ended March 31, 1995
compared to $234,000 for the six months ended March 31, 1994.
Interest and fee income on mortgage loans decreased $2,485,000 to $5,181,000
for the six months ended March 31, 1995 from $7,666,000 for the six months
ended March 31, 1994. The decrease was due primarily to a reduction in earning
mortgage loans (including earning in-substance foreclosures) which totalled
$89.2 million at March 31, 1995 compared to $149.9 million at March 31, 1994.
During the six months ended March 31, 1995, there were two mortgage loans
totalling $15.4 million that were transferred into investment in Partnerships.
In addition, advances of $1.8 million on investment in partnerships were made
during the period.
During the six months ended March 31, 1995, no advances were made on mortgage
loans. Prepayment on mortgage loans of approximately $6 million were received
during the six months ended March 31, 1994. There were no prepayments on
mortgage loans received during the six months ended March 31, 1995. The
average interest rate on mortgage loans for the six months ended March 31, 1995
was 7.90% compared to 7.58% for the six months ended March 31, 1994.
18
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Rental income increased $3,048,000 to $11,517,000 in the six months ended March
31, 1995 from $8,469,000 for the six months ended March 31, 1994. In addition
to rental income, the Trust received reimbursement of certain operating
expenses totalling $1,167,000 and $849,000 for the six months ended March 31,
1995 and 1994, respectively. Operating expenses and depreciation and
amortization on rental properties increased $1,391,000 to $8,958,000 for the
six months ended March 31, 1995 from $7,567,000 for the six months ended March
31, 1994, primarily from continued growth in real estate equities and
properties acquired through foreclosure and held for sale.
Interest on short-term investments increased due to the continuing accumulation
of available cash. Available cash increased due to no payment of principal and
interest on the Secured Notes since September 30, 1993.
Interest expense increased $4,370,000 to $19,832,000 in the current period from
$15,462,000 for the six months ended March 31 1994. This was due primarily to
an increase in the average borrowing rate from 10.01% for the six months ended
March 31, 1994 to 12.97% for the six months ended March 31, 1995.
Other operating expenses decreased $430,000 to $2,198,000 for the six months
ended March 31, 1995 from $2,628,000 for the six months ended March 31, 1994.
The decrease was due to decreases in professional fees and expenses, insurance
costs, Trustees expenses and tax (other than income).
Reorganization expenses related to the Chapter 11 filing and debt restructuring
expenses were $1,505,000 for the six months ended March 31, 1995 compared to
$1,417,000 for the six months ended March 31, 1994. These expenses reflect
professional fees incurred by the representatives of the creditors,
shareholders and the Trust.
RESULTS OF OPERATIONS - QUARTER ENDED MARCH 31, 1995 VS. QUARTER ENDED DECEMBER
31, 1994 - Net loss for the quarter ended March 31, 1995 was $(10,263,000) or
$(.91) per share compared to $(5,454,000) or $(.49) per share for the quarter
ended December 31, 1994. The quarter ended March 31, 1995 included a
provisions for losses of $3,000,000 or $.27 per share compared to no provision
for the quarter ended December 31, 1994.
Interest and fee income on mortgage loans decreased $575,000 to $2,303,000 for
the quarter ended March 31, 1995 from $2,878,000 for the quarter ended December
31, 1994. The decrease was due to a reduction in earning mortgage loans
(including earning in-substance foreclosures) because of: (1) the repayment of
approximately $6.6 million on earning in-substance foreclosures; (2) the
transfer of approximately $8.3 million of earning in-substance foreclosures to
properties acquired through foreclosure and held for sale; and (3) the
reclassification of approximately $8.7 million from earning to non-earning in-
substance foreclosures.
Rental income increased $133,000 to $5,825,000 in the quarter ended March 31,
1995 from $5,692,000 for the quarter ended December 31, 1994. In addition to
rental income, the Trust received reimbursement of certain operating expenses
totalling $590,000 and $577,000 for the quarters ended March 31, 1995 and
December 31, 1994, respectively. Operating expenses and depreciation and
amortization on rental properties increased $210,000 to $4,584,000 for the
quarter ended March 31, 1995 from $4,374,000 for the quarter ended December 31,
1994, primarily from continued growth in real estate equities and properties
acquired through foreclosure and held for sale.
Interest on short-term investments increased due to continuing accumulation of
available cash.
19
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Interest expense increased $714,000 to $10,273,000 in the current quarter from
$9,559,000 for the quarter ended December 31, 1994. This was due primarily to
an increase in the average borrowing rate from 12.50% for the quarter ended
December 31, 1994 to 13.45% for the quarter ended March 31, 1995.
Reorganization expenses related to the Chapter 11 filing and debt restructuring
expenses were $1,135,000 for the quarter ended March 31, 1995 compared to
$370,000 for the quarter ended December 31, 1994. These expenses reflect
professional fees incurred by the representatives of the creditors,
shareholders and the Trust.
RESULTS OF OPERATIONS - QUARTER ENDED MARCH 31, 1995 VS. QUARTER ENDED MARCH
31, 1994 - Net loss for the quarter ended March 31, 1995 was $(10,263,000) or
$(.91) per share compared to $(5,152,000) or $(.46) per share for the quarter
ended March 31, 1994. The quarter ended March 31, 1995 included a provision
for losses of $3,000,000 or $.27 per share compared to no provision for the
quarter ended March 31, 1994.
Interest and fee income on mortgage loans decreased $1,358,000 to $2,303,000
for the quarter ended March 31, 1995 compared to $3,661,000 for the quarter
ended March 31, 1994. The decrease was due primarily to a reduction in earning
mortgage loans (including earning in-substance foreclosures) which totalled
$149.9 million at March 31, 1994 compared to $89.3 million at March 31, 1995.
Rental income increased $1,658,000 to $5,825,000 in the quarter March 31, 1995
from $4,167,000 for the quarter ended March 31, 1994. In addition to rental
income, the Trust received reimbursement of certain operating expenses
totalling $590,000 and $418,000 for the quarters ended March 31, 1995 and 1994,
respectively. Operating expenses and depreciation and amortization on rental
properties increased $798,000 to $4,584,000 for the quarter ended March 31,
1995 from $3,786,000 for the quarter ended March 31, 1994, primarily from
continued growth in real estate equities and properties acquired through
foreclosure and held for sale.
Interest on short-term investments increased due to the continuing accumulation
of available cash.
Interest expense increased $2,610,000 to $10,273,000 for the current quarter
compared to $7,663,000 for the quarter ended March 31, 1994. This increase was
due primarily to an increase in the average borrowing rate from 10.15% for the
quarter ended March 31, 1994 to 13.45% for the quarter ended March 31, 1995.
Reorganization expenses related to the Chapter 11 filing and debt restructuring
expenses were $1,135,000 for the quarter ended March 31, 1995 compared to
$741,000 for the quarter ended March 31, 1994. These expenses reflect
professional fees incurred by the representatives of the creditors,
shareholders and the Trust.
NON-EARNING LOANS AND INVESTMENTS - At March 31, 1995, the Trust's non-
earning loans, non-earning in-substance foreclosures and non-earning properties
acquired through foreclosure and held for sale were $52,460,000, representing
17.58% of invested assets compared to $47,008,000 (15.25%) at December 31, 1994
and $44,909,000 (13.71%) at March 31, 1994.
20
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
PART II
Item 3. DEFAULTS UPON SENIOR SECURITIES
The Trust did not make a $9.6 million interest payment due March 31,
1995 on the Senior Notes.
In addition, based on financial results at March 31, 1995 the Trust
was in violation of certain financial covenants in the Indenture
relating to the ratio of outstanding securities to the Trust's
capital base and the ratio of earning assets to outstanding
securities. Outstanding Securities refers to all Securities
governed by and registered under the Indenture dated July 15, 1992
for the Senior Secured Uncertificated Notes due 1995. Capital Base
means the amount equal to the Company's Shareholders' Equity less
50% of the non-earning assets. Non-Earning Assets means the
aggregate of non-earning loans (as defined in the Indenture) and
non-earning properties (properties that do not produce and maintain
an annualized return of 5% or greater cash flow yield). Earning
Assets means an amount equal to between the aggregate amount of
invested assets and aggregate amount of non-earning assets. Under
the financial covenants of the Indenture, the Trust was required to
maintain a ratio of outstanding indenture securities to its capital
base (as defined in the Indenture) of 209% at March 31, 1995 and a
ratio of earning assets to outstanding securities of 120% at March
31, 1995. Failure to satisfy these covenants constitute additional
events of default under the Indenture. In addition, at December 31,
1994, the Trust's non-performing assets (as defined in the Indenture)
exceeded the limits prescribed in the Indenture. In addition to
constituting an event of default, the Trust is obligated under the
Indenture to pay to the holders of Senior Notes a penalty equal to
1.5% of the excess of non-performing assets, or a payment of
approximately $183,000. The are also outstanding certain other
events of default under the Indenture.
Notwithstanding the uncured events of default, neither the Indenture
Trustee nor any holders of the Senior Notes have accelerated the
Senior Notes. On July 2, 1993 holders of approximately 81% of the
Senior Notes agreed, subject to certain conditions, not to accelerate
the Senior Notes or take any other remedial or enforcement action
during a defined standstill period (the "Standstill Period")
initially expiring July 31, 1993. The Standstill Period was extended
by holders of more than 66-2/3% of the Senior Notes on August 3,
August 20, September 23, October 5 and November 23, 1993. However,
the Standstill Period expired on December 3, 1993. At the present
time, it appears unlikely that any further extensions of the
Standstill Period will be granted. Subsequent to the expiration of
the Standstill Period, on or about December 8, 1993 the Indenture
Trustee (and the Collateral Agents) notified the Trust's bank of the
Indenture Trustee's security interest in the Trust's deposit accounts
and instructed the bank to freeze the Trust's cash until otherwise
instructed by the Indenture Trustee. Since that date, the Trust has
operated on an ad hoc basis with the Indenture Trustee in
administering its cash, with all cash use subject to review and
approval by the Indenture Trustee. On or about February 3, 1994, the
Trust and the Indenture Trustee and Collateral Agents reached further
understanding regarding the Trust's use of cash and administration
of its assets in the absence of a continued or extended Standstill
21
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
PART II
Item 3. DEFAULTS UPON SENIOR SECURITIES (Continued)
Period. Pursuant to the understanding, which is terminable at will
by the Indenture Trustee or Collateral Agents, the Trust will
continue to use its cash on an ad hoc basis, subject to Indenture
Trustee or Collateral Agent approval, and the Trust will administer
its assets as if no default had occurred and was continuing. There
can be no assurance that the Indenture Trustee will not terminate the
understanding or take further remedial or enforcement action with
respect to the Trust's bank accounts or other properties, including
acceleration of the Senior Notes and foreclosure. Such action, or
failure of the Indenture Trustee and the Collateral Agents to consent
to necessary use of cash or releases of collateral in the conduct of
the Trust's business, would have a material adverse effect on the
Trust's operations and could cause the Trust to seek relief under
Chapter 11 of the United States Bankruptcy Code.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibits are as set forth in the "INDEX TO EXHIBITS" on page 24.
(B) REPORTS ON FORM 8-K
None
22
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
SIGNATURES
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.
MORTGAGE AND REALTY TRUST
By /s/ Victor H. Schlesinger
-------------------------------
Victor H. Schlesinger
Chairman
By /s/ Daniel F. Hennessey
-------------------------------
Daniel F. Hennessey
Treasurer
Principal Financial Officer
DATE: May 12, 1995
23
<PAGE>
MORTGAGE AND REALTY TRUST FORM 10Q
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
11* Schedule of Net Income (Loss) Per Share - Assuming Full Dilution
- ------------------
* Exhibit filed with this Form 10-Q.
24
<PAGE>
Exhibit 11
MORTGAGE AND REALTY TRUST
SCHEDULE OF NET INCOME (LOSS) PER SHARE - ASSUMING FULL DILUTION
FOR THE PERIODS ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
Quarter Six Months
Ended Ended
------------ -------------
<S> <C> <C>
BASIS:
Net (loss) $(10,263,000) $(15,717,000)
Average common shares outstanding 11,226,000 11,226,000
20% limitation on assumed repurchase 2,245,000 2,245,000
Market price at the end of the period $.25 $.25
Options outstanding 348,500 348,500
COMPUTATION:
Proceeds:
Options 348,500 348,500
Average exercise price X $3.35 X $3.35
----------- -----------
$ 1,167,000 $ 1,167,000
=========== ===========
Adjustment of proceeds:
Purchase of outstanding common shares
at market value $ 561,000 $ 561,000
Retirement of debt 606,000 606,000
----------- -----------
$ 1,167,000 $ 1,167,000
=========== ===========
Adjustment of net income (loss):
Net (loss) before gain on sales of
real estate $(10,263,000) $(15,717,000)
Interest reduction 20,000 40,000
------------ ------------
Adjusted net income (loss) $(10,243,000) $(15,677,000)
============ ============
Adjustment of shares outstanding:
Average shares outstanding 11,226,000 11,226,000
Net shares repurchased (1,897,000) (1,897,000)
----------- -----------
Adjusted shares outstanding (basis for
computation of net income per share -
assuming full dilution) 9,329,000 9,329,000
=========== ===========
Fully diluted earnings per share:
Net (loss) $(1.10) $(1.68)
====== ======
</TABLE>
NOTE - Primary earnings per share is based on the average number of shares
outstanding during the period.
<PAGE>
Exhibit 11
MORTGAGE AND REALTY TRUST
SCHEDULE OF NET INCOME (LOSS) PER SHARE - ASSUMING FULL DILUTION
FOR THE PERIODS ENDED MARCH 31, 1994
<TABLE>
<CAPTION>
Quarter Six Months
Ended Ended
------------ ------------
<S> <C> <C>
BASIS:
Net (loss) $(5,152,000) $(9,808,000)
Average common shares outstanding 11,226,000 11,226,000
20% limitation on assumed repurchase 2,245,000 2,245,000
Market price at the end of the period $.50 $.50
Options outstanding 426,000 426,000
COMPUTATION:
Proceeds:
Options 426,000 426,000
Average exercise price X $5.37 X $5.37
----------- -----------
$ 2,288,000 $ 2,288,000
=========== ===========
Adjustment of proceeds:
Purchase of outstanding common shares
at market value $ 1,123,000 $ 1,123,000
Retirement of debt 1,165,000 1,165,000
----------- -----------
$ 2,288,000 $ 2,288,000
=========== ===========
Adjustment of net income (loss):
Net (loss) before gain on sales of
real estate $(5,152,000) $(9,808,000)
Interest reduction 29,000 58,000
----------- -----------
Adjusted net income (loss) $(5,123,000) $(9,750,000)
=========== ===========
Adjustment of shares outstanding:
Average shares outstanding 11,226,000 11,226,000
Net shares repurchased (1,819,000) (1,819,000)
----------- -----------
Adjusted shares outstanding (basis for
computation of net income per share -
assuming full dilution) 9,407,000 9,407,000
=========== ===========
Fully diluted earnings per share:
Net (loss) $(.54) $(1.04)
===== ======
</TABLE>
NOTE - Primary earnings per share is based on the average number of shares
outstanding during the period.
<PAGE>
