SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended December 31, 1993
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File Number 1-7172
BRT REALTY TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 13-2755856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 Cutter Mill Road, Great Neck, New York 11021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(516) 466-3100
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
7,346,624 Shares of Beneficial Interest,
$3 par value, and 1,030,000 shares of Series A
cumulative convertible preferred stock, $1 par
value outstanding on February 8, 1994
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______
Part 1 - FINANCIAL INFORMATION
Item 1.Financial Statements
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands Except For Per Share Data)
Dec. 31, Sept 30,
1993 1993
_______ _______
(Unaudited) (Audited)
Assets:
Real estate loans - Note 3:
Earning interest,
less unearned income of
$584 and $589 $ 87,991 $ 95,353
Not earning interest 8,067 26,750
________ _______
96,058 122,103
Less allowance for possible losses 11,641 22,637
________ _______
84,417 99,466
Real estate owned - Note 4: ________ _______
Foreclosed properties held for sale,
(except for $14,324 and $14,303 less
accumulated depreciation of $219 and
$146, which is held long term for
the production of income) 63,391 51,162
Less valuation allowance 1,979 3,229
________ _______
61,412 47,933
________ _______
Cash and cash equivalents 1,951 1,962
Investments in U.S. Government obligations,
at cost, which approximates market 6,517 7,094
Restricted cash 1,586 1,709
Interest receivable 850 893
Other assets 3,455 3,160
________ _______
Total assets $160,188 $162,217
======== ========
/TABLE
[CAPTION]
Liabilities and Shareholders' Equity
Liabilities:
Notes payable $ 90,620 $ 92,785
Loans and mortgages payable, nonrecourse 10,415 10,308
Accounts payable and accrued liabilities,
including deposits of $2,362 and $2,331 4,053 3,935
________ ________
Total Liabilities 105,088 107,028
Deferred revenues 70 90
Shareholders' Equity - Note 2:
Preferred shares - $1 par value:
Authorized 10,000 shares,
Issued - 1,030 shares 1,030 1,030
Shares of beneficial interest, $3 par value:
Authorized number of shares - unlimited
Issued - 7,538 shares 22,614 22,614
Additional paid-in capital net of
distributions of $4,495 and $4,428 84,387 84,454
Accumulated deficit (50,666) (50,664)
________ _______
57,365 57,434
Cost of 192 treasury shares (2,335) (2,335)
______ _______
Total shareholders' equity 55,030 55,099
_______ _______
Total liabilities and shareholders' equity $160,188 $162,217
======= =======
<FN>
See Accompanying Notes to Consolidated Financial Statements.
/TABLE
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands)
Three Months Ended
December 31,
__________________
1993 1992
____ ____
Revenues:
Interest and fees
on real estate loans $ 2,127 $ 3,279
Operating income on real
estate owned 2,207 841
Gain on sale of foreclosed
properties held for sale 146 132
Gain on sale of
marketable securities - 115
Other, primarily investment
income 66 91
_______ _______
Total Revenues 4,546 4,458
______ ______
Expenses:
Interest-notes payable,
loans payable and
subordinated notes 1,747 2,046
Provision for possible
loan losses 438 1,500
Advisor's fee 288 344
General and administrative 813 983
Operating expenses relating
to real estate owned
including interest
on mortgages 1,138 540
Depreciation and amortization 124 51
_______ _______
Total Expenses 4,548 5,464
_______ _______
Net Loss $( 2) $ (1,006)
Calculation of net loss applicable to
common shareholders:
Net Loss $( 2) $ (1,006)
Less: distributions on preferred stock 67 -
______ _____
Net loss applicable to common
shareholders $( 69) ( $1,006)
====== ======
Loss Per Share of
Beneficial Interest - Note 2 $( .01) $ ( .14)
====== =====
Weighted average number of
common shares outstanding 7,346,624 7,346,624
========= =========
STATEMENTS OF ACCUMULATED DEFICIT
Accumulated deficit,
beginning of period $(50,664) $(46,596)
Net Loss ( 2) ( 1,006)
________ _______
Accumulated deficit,
end of period $(50,666) $(47,602)
======= =======
<FN>
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Three Months Ended
December 31,
__________________
1993 1992
____ ____
Cash flow from operating activities:
Net loss $( 2) $( 1,006)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Provision for possible loan losses 438 1,500
Amortization and depreciation 124 51
Gain on sale of foreclosed properties ( 146) ( 132)
Gain on sale of marketable securities - ( 115)
Capitalization of earned interest income
to loan balance in accordance with
agreements ( 4) ( 24)
Decrease in interest receivable 43 721
Increase in accounts payable
and accrued liabilities 21 233
Decrease in deferred revenues ( 20) ( 11)
Decrease (increase) in rent and other
receivables ( 68) 280
Decrease (increase) in escrow deposits ( 170) 128
Increase in deferred costs - ( 74)
Other ( 131) ( 335)
______ ______
Net cash provided by operating activities 85 1,216
______ ______
Cash flows from investing activities:
Collections from real estate loans 3,242 19,388
Proceeds from participating lenders - 19
Additions to real estate loans ( 777) ( 411)
Repayments to participating lenders ( 300) (13,430)
Net costs capitalized to real estate owned ( 363) ( 306)
Proceeds from sale of real estate owned 1,272 1,654
Increase in deposits payable 31 1
(Increase) decrease in investment in U.S.
Government obligations 577 (3,442)
Sale of marketable securities - 345
Other 23 ( 1)
______ ______
Net cash provided by investing activities 3,705 3,817
______ ______
Cash flow from financing activities:
Bank repayments (2,165) (5,042)
Payoff of loan payable (1,600) -
Decrease (increase) in restricted cash 123 ( 34)
Other ( 159) ( 37)
Net cash used in ______ ______
financing activities (3,801) (5,113)
______ _____
Net (decrease) in cash
and cash equivalents ( 11) ( 80)
Cash and cash equivalents at
beginning of period 1,962 2,884
Cash and cash equivalents at ______ ______
end of period $ 1,951 $ 2,804
====== ======
Supplemental disclosure of cash
flow information:
Cash paid during the period for
interest expense $ 1,951 $ 1,690
====== ======
Supplemental schedule of noncash
investing and financing activities:
Transfer of nonearning real estate
loans to foreclosed properties at
fair market value, including
in-substance foreclosures $17,745 $ 2,618
Nonrecourse mortgage obligations
relating to property acquired
through foreclosure, including
in substance foreclosures 609 1,005
Transfer of third-party senior
participating interest in a real
estate loan to a mortgage payable
upon acquisition of a property
through foreclosure 1,495 -
Recognition of valuation allowance upon
sale of real estate owned 1,250 -
Recognition of allowance for previously
provided loan losses 11,434 1,465
Purchase money mortgages from sale of
real estate owned 3,191 -
<FN>
See Accompanying Notes to Consolidated Financial Statements.
/TABLE
BRT REALTY TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
The accompanying interim unaudited consolidated financial
statements as of December 31, 1993 and for the three months
ended December 31, 1993 and 1992 reflect all normal recurring
adjustments which are, in the opinion of management, necessary
for a fair statement of the results for such interim periods.
The results of operations for the three months ended
December 31, 1993 are not necessarily indicative of the results
for the full year.
Certain items on the consolidated financial statements for the
preceding period have been reclassified to conform with the
current consolidated financial statements.
The consolidated financial statements include the accounts of BRT
Realty Trust, its wholly-owned subsidiaries, and its majority-
owned or controlled real estate entities. Material intercompany
items and transactions have been eliminated. Many of the wholly-
owned subsidiaries were organized to take title to various
properties acquired by BRT Realty Trust. BRT Realty Trust and
its subsidiaries are hereinafter referred to as the "Trust".
These statements should be read in conjunction with the
consolidated financial statements and related notes which are
incorporated by reference in the Trust's Annual Report on Form
10-K for the year ended September 30, 1993.
Note 2 - Per Share Data
Primary earnings per share of beneficial interest is based upon
the weighted average number of common shares and the assumed
equivalent shares outstanding during each period, after giving
effect to dividends relating to the Trust's preferred stock. The
assumed exercise of outstanding share options, using the treasury
stock method, is anti-dilutive for the primary earnings per share
computation for the three months ended December 31, 1993 and
1992, respectively. The preferred stock is not considered a
common stock equivalent for the purposes of computing primary
earnings per share.
Fully diluted earnings per share of beneficial interest amounts
are based on an increased number of shares that would be
outstanding assuming the exercise of common share options and the
conversion of preferred stock to shares of beneficial interest at
the period end market price. Since fully diluted earnings per
share of beneficial interest amounts are not materially dilutive
or are anti-dilutive, such amounts are not presented.
Note 3 - Real Estate Loans
If all loans classified as nonearning were earning interest at
their contractual rates for the three month periods ended
December 31, 1993 and 1992, interest income would have
increased by approximately $130,400 and $878,400, respectively.
Note 4 - Real Estate Owned
During the first quarter of the year ended September 30, 1994
("Fiscal 1994"), the Trust acquired properties securing various
real estate loans, which were made to various partnerships and
corporate entities with a common principal, through either
foreclosure or, deed-in-lieu of foreclosure. These properties
were recorded at their aggregate estimated fair value at the time
of foreclosure or deed-in-lieu of foreclosure of approximately
$16,896,000 (which includes nonrecourse mortgages payable of
approximately $2,104,000). The properties acquired consisted of
one shopping center located in Dover, Delaware, two retail/
apartment buildings, three retail/office buildings, and land
under two apartment buildings, all of which are located in New
York, New York. Also during the quarter ended December 31, 1993,
the Trust completed foreclosure of two more real estate loans
secured by a retail/loft building and residential condominiums,
located in New York, and New Jersey, respectively. These
properties were recorded at their estimated fair value at the
time of foreclosure of approximately $705,000 and $144,000,
respectively.
During the first three months of the year ended September 30,
1994, the Trust consummated three sales of real estate owned, all
of which resulted in a gain. The first was unsold shares and
related proprietary leases in a cooperative apartment building
located in Suffolk County, New York, in which the Trust had a net
book value of approximately $2,897,000 (net of a valuation
allowance of $1,250,000). The "cooperative apartments" were sold
in bulk, to one purchaser for a net sales price of approximately
$2,698,000, including a purchase money mortgage of $2,150,000.
This property was subject to a nonrecourse loan payable of
approximately $1,838,000, which was satisfied at closing at a
discount of $238,000. This entire transaction resulted in a gain
of approximately $39,000. The second was the sale of a
retail/apartment building located in New York, New York, for a
net sales price of approximately $1,336,000, including a purchase
money mortgage of $950,000, resulting in a gain on sale of
approximately $6,000. The final sale was the completion of the
sales of individual cooperative apartments in an apartment
building located in New York, New York, in which the Trust was
the holder of unsold shares. The apartments were sold at a public
auction, which resulted in an aggregate gain of approximately
$101,000.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Trust was engaged in the business of making and
participating in senior and junior real estate mortgage loans,
secured by income producing property and to a lesser extent by
unimproved real property. The Trust's investment policy
emphasized short-term mortgage loans. Repayments of real estate
loans in the amount of $27,505,000 are due during the twelve
months ending December 31, 1994, including $18,627,000 which are
due on demand. Although there has been some pick up in real
estate lending by institutional lenders and in the market for
real estate, it is still difficult to refinance existing
mortgages or to sell properties and, accordingly, the Trust
anticipates that a significant portion of loans maturing during
the twelve months ending December 31, 1994, will be extended for
a fixed term or on a month to month basis and that the percentage
of outstanding loans which will be paid down and/or paid off over
the next twelve months will be a small percentage of the total
loan portfolio.
Effective September 23, 1992 the Trust entered into an
Amended and Restated Credit Agreement ("Restated Credit
Agreement") with five banks. The Restated Credit Agreement
extends the maturity date of the loan to June 30, 1995, with the
Trust having the right to extend for two additional one year
terms, if it satisfies certain conditions, principally making
certain mandatory payments and meeting certain ratios. As of
February 8, 1994, the Trust has satisfied the June 30, 1994
mandatory prepayment requirement, as well as 61% of the mandatory
prepayment due by June 30, 1995. The Restated Credit Agreement
precludes the Trust from engaging in any lending activities
except for taking back purchase money mortgages in connection
with the sale of real estate.
Under the Restated Credit Agreement, the Trust is required
to apply 55% (increasing to 75% after June 30, 1994) of capital
event proceeds (proceeds from the sale of real property and
mortgages receivable and from pay downs or payoffs of real estate
loans) to reduce the principal balance due to the banks and the
balance of 45% (25% after June 30, 1994) is deposited in a cash
collateral account maintained with the agent bank. The agent
bank under the Restated Credit Agreement is required to disburse
funds to the Trust from the cash collateral account upon
requisition by the Trust, provided there is no monetary default
under the Restated Credit Agreement. To the extent the
cash collateral account exceeds $9,000,000 at the end of any
month or $10,000,000 within a month, such excess is to be applied
to reduce principal. To the extent the cash collateral account
is reduced below $9,000,000, the Trust can utilize a portion of
capital event proceeds and excess operating cash flow to build
the account up to $9,000,000. The Restated Credit Agreement also
requires a segregated interest reserve account as part of the
$9,000,000 cash collateral account, amounting to three months
interest payments ($1,586,000 at December 31, 1993). In
addition, the Trust maintains its own operating accounts, into
which all operating revenues are deposited and from which all
operating expenses are paid and to the extent the operating
accounts exceed $500,000 at the end of any month, the excess is
deposited into the cash collateral account.
The Trust intends to satisfy its short term liquidity needs
from cash flow generated from interest on outstanding real estate
loans, net cash flow generated from the operation of properties
(all of which were acquired as a result of foreclosure, deed in
lieu of foreclosure, or a confirmed plan of reorganization) and
from the funds in the cash collateral account. In the opinion of
Management, the Restated Credit Agreement by its terms, and the
mechanics of the cash collateral account, provide adequate funds
for the Trust to operate its business, in the ordinary course, to
protect its receivables and to operate its real estate (which
includes making necessary capital improvements), and sufficient
time to dispose of assets and apply the net proceeds therefrom to
reduce the amounts outstanding under the Restated Credit
Agreement.
The Trust's net cash provided by operating activities
decreased by $1,131,000 for the three months ended December 31,
1993 to $85,000 from $1,216,000 for the three months ended
December 31, 1992. This decrease was due to a combination of a
decrease in receivables, primarily caused by the collection of
deferred interest income upon payoff of a real estate loan during
the quarter ended December 31, 1992, and an increase in real
estate deposits during the first quarter of the year ended
September 30, 1994. There was also a decrease in interest and
fees on real estate loans of $1,152,000 from $3,279,000 for the
quarter ended December 31, 1992 to $2,127,000 for the comparable
quarter in Fiscal 1994. This decrease was due to a decrease in
earning real estate loans, as a result of loan payoffs and
properties securing real estate loans becoming real estate owned,
and the receipt of past due and accumulated interest received
upon refinancing by a borrower during the quarter ended December
31, 1992. The decrease in interest and fees on real estate loans
was offset by an increase in net operating income from real
estate owned and a reduction in interest expense on notes
payable, loans payable and subordinated debt. Net operating
income on real estate owned, (operating income on real estate
owned less operating expenses relating to real estate owned
including interest on mortgages) increased to $1,069,000 during
the first quarter of Fiscal 1994 from $301,000 for the comparable
three month period in the prior fiscal year. This increase is a
result of an increase in real estate owned, before valuation
allowance and depreciation, from $36,977,000 at December 31, 1992
to $63,610,000 at December 31, 1993. Interest expense decreased
to $1,747,000 for the quarter ended December 31, 1993 from
$2,046,000 for the quarter ended December 31, 1992. This
reduction is due to a decrease in the average bank debt
outstanding from $104,198,000 for the first quarter of the year
ended September 30, 1993 ("Fiscal 1993") to $91,794,000 for the
comparable period in Fiscal 1994, as well as the conversion of
subordinated debt to Series A cumulative convertible preferred
stock on September 14, 1993.
The Trust's cash provided by investing activities decreased
slightly by $112,000 to $3,705,000 for the quarter ended December
31, 1993 from $3,817,000 for the prior year comparable period.
During the quarter ended December 31, 1993 collections from real
estate loans (principal reductions) decreased to $2,942,000 (net
of repayments to participating lenders of $300,000) from
$5,958,000 (net of repayments to participating lenders of
$13,430,000) for the three months ended December 31, 1992. The
collections during the 1992 period was primarily a result of
paydowns or repayments of real estate loans in the Texas
marketplace. Proceeds from sale of real estate owned decreased
from $1,654,000 for the first quarter of Fiscal 1993 to
$1,272,000 for the comparable period in Fiscal 1994. During
Fiscal 1994, the Trust took back purchase money mortgages in
connection with the sale of real estate in the amount of
$3,191,000. During the three months ended December 31, 1992, the
Trust sold marketable securities for $345,000; there was no
such transaction in the comparable period in Fiscal 1994.
As a result of funds received from paydowns or repayment of real
estate loans, sale of real estate owned and marketable securities
during the three months ended December 31, 1992, the Trust
invested $3,442,000 of these funds in U.S. Government
obligations with maturities of three months or more when
purchased.
The Trust's financing activities resulted in net cash used
of $3,801,000 for the first quarter of Fiscal 1994. The
additional cash provided by the investing activities of the Trust
was used in part to reduce the bank debt outstanding to
$90,620,000 at December 31, 1993, a reduction of $2,165,000 from
September 30, 1993. In addition, in conjunction with the sale of
cooperative apartments in a cooperative apartment building
located in Suffolk County, New York, a loan payable in the
principal amount of $1,600,000 was satisfied.
Results of Operations
The Trust's loan portfolio at December 31, 1993, before
giving effect to the allowance for possible losses was
$96,058,000 of which $8,067,000 (8% of total real estate loans)
is categorized as nonearning, as compared to $122,103,000 at
September 30, 1993, of which $26,750,000 (22% of total real
estate loans) is categorized as nonearning. The $26,045,000
decrease in the loan portfolio is due to a combination of an
increase in real estate owned as a result of either
completion of foreclosure actions, and receipt of deeds in lieu
of foreclosure, and a settlement with the holder of a first
mortgage for $161,000, which represented the net book value on a
real estate loan, on which the Trust had reserved approximately
$10,000,000 in the quarter ended September 30, 1990.
Real estate owned (prior to a valuation allowance of
$1,979,000) increased to $63,391,000 at December 31, 1993 from
$51,162,000 (prior to a valuation allowance of $3,229,000) at
September 30, 1993. The increase in real estate owned is
primarily a result of real estate acquired by foreclosure or
deed in lieu of foreclosure at the aggregate estimated fair value
of approximately $17,745,000. This increase was offset in part
by the sale of cooperative apartments and a retail/apartment
building, with an aggregate cost basis of approximately
$5,478,000 (prior to a valuation allowance of $1,250,000).
Interest and fees on real estate loans decreased to
$2,127,000 for the first quarter of Fiscal 1994, as compared to
$3,279,000 for the quarter ended December 31, 1992. This
decrease was due to a decrease in earning real estate loans to
$87,991,000 at December 31, 1993 from $101,509,000 at December
31, 1992, as a result of loan payoffs and properties securing
real estate loans becoming real estate owned, and the receipt of
additional interest of $325,000 upon repayment of participating
real estate loans secured by properties located in Texas, during
the quarter ended December 31, 1992.
Operating income on real estate owned increased during the
three months ended December 31, 1993 by $1,366,000 to $2,207,000
from $841,000 for the comparable prior year three month period.
This increase was a result of an increase in the number of
properties acquired in foreclosure or deed in lieu of
foreclosure.
Gain on sale of foreclosed properties held for sale was
$146,000 for the first quarter of Fiscal 1994. This gain was a
result of three separate transactions. A bulk sale of
cooperative apartment units in a residential apartment building
located in Suffolk County, New York, a sale of a retail/apartment
building, located in New York, New York; and the completion of
sales of individual cooperative apartments in an apartment
building located in New York, New York. During the quarter ended
December 31, 1992, the gain on sale of foreclosed property held
for sale was $132,000, which was a result of the sale of a
shopping center in Dayton, Ohio.
The three months ended December 31, 1992 includes a gain on
the sale of marketable securities of $115,000. There was no
comparable gain during the December 31, 1993 quarter.
Other, primarily investment income, decreased by $25,000 for
the first quarter of Fiscal 1994, as compared to the first
quarter of Fiscal 1993. The decrease was due to a decrease
in the average cash available to invest.
Interest expense decreased for the three months ended
December 31, 1993 to $1,747,000 from $2,046,000 for the
comparable period in the prior fiscal year. This decrease was a
result of a decrease in notes payable and subordinated notes.
The expenses for the quarter ended December 31, 1993 include
a provision for possible loan losses of $438,000, as compared to
a provision of $1,500,000 in the comparable period in the prior
fiscal year. The current year provision was a result of the
termination of negotiations, in late January 1994, with the
holder of the first mortgage on a real estate loan in which the
Trust holds the junior position, for the Trust to purchase the
first mortgage at a discount. The Trust therefore reserved its
entire position in the said real estate loan.
Advisor's fees decreased by $56,000 from $344,000 for the
three months ended December 31, 1992 to $288,000 for the three
months ended December 31, 1993. This decrease is a result of a
combination of a decrease in invested assets the basis on which
the advisory fee is calculated, as well as a decrease in the real
estate loan portion with an increase in the real estate owned
portion. A 1% fee is paid on real estate loans, as compared to a
1/2 of 1% fee on real estate owned.
General and administrative expenses decreased by $170,000
for the three months ended December 31, 1993, as compared to the
comparable period in the prior fiscal year. This reduction is
primarily due to a reduction of professional fees as a result of
the completion of many of the foreclosure actions and bankruptcy
proceedings.
Operating expenses relating to real estate owned increased
by $598,000 to $1,138,000 for the quarter ended December 31, 1993
from $540,000 for the quarter ended December 31, 1992. This
increase is a direct result of an increase in the number of
properties acquired in foreclosure or deed in lieu of
foreclosure.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The Trust did not file any reports on Form 8-K during the quarter
ended December 31, 1993.
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.
BRT REALTY TRUST
__________________
Registrant
2/11/94 /s/ Israel Rosenzweig
_______ ____________________________
Date Israel Rosenzweig, President
2/11/94 /s/ David W. Kalish
_______ _____________________________
Date David W. Kalish, Vice President
and Chief Financial Officer