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, 1994
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, NY 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, 1995
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)
December 31, September 30,
1994 1994
--------- ------------
(Unaudited) (Audited)
Assets:
Real estate loans - Note 3:
Earning interest,
less unearned income $ 66,544 $ 67,739
Not earning interest 10,123 10,268
-------- --------
76,667 78,007
Less allowance for possible losses 14,342 13,321
-------- --------
62,325 64,686
Real estate owned - Note 4:
Foreclosed properties held for sale,
(except for $14,730 and $14,725
less accumulated depreciation of
$557 and $465, which is held long
term for the production of income) 55,606 54,793
Less valuation allowance 2,717 2,717
-------- --------
52,889 52,076
-------- --------
Cash and cash equivalents 4,296 1,174
Investments in U.S. Government
obligations, at cost, which
approximates market 1,262 1,979
Restricted cash 3,521 7,098
Interest receivable 1,307 1,319
Other assets 3,306 3,135
-------- --------
Total assets $128,906 $131,467
======== ========
Liabilities and Shareholders' Equity
Liabilities:
Notes payable $ 62,920 $ 66,192
Loans and mortgages payable,
nonrecourse 6,478 6,671
Accounts payable and accrued
liabilities, including deposits
of $2,073 and $2,205 3,534 3,580
-------- --------
Total liabilities 72,932 76,443
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 $4,765 and $4,698 84,116 84,184
Accumulated deficit (49,451) (50,469)
-------- --------
58,309 57,359
Cost of 192 treasury shares of
beneficial interest (2,335) (2,335)
-------- --------
Total shareholders' equity 55,974 55,024
Total liabilities and -------- --------
shareholders' equity $128,906 $131,467
======== ========
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands except for Per Share Data)
Three Months Ended
December 31,
1994 1993
------------------
Revenues:
Interest and fees
on real estate loans $ 1,644 $ 2,127
Operating income on real
estate owned 2,187 2,207
Gain on sale of foreclosed
properties held for sale 2,527 146
Other, primarily investment
income 112 66
-------- --------
Total revenues 6,470 4,546
-------- --------
Expenses:
Interest-notes payable and
loans payable 1,569 1,747
Provision for possible
loan losses 1,021 438
Advisor's fee 225 288
General and administrative 724 813
Operating expenses relating
to real estate owned
including interest
on mortgages 1,758 1,138
Depreciation and amortization 155 124
-------- --------
Total expenses 5,452 4,548
-------- --------
Net Income (Loss) $ 1,018 $ ( 2)
======== ========
Calculation of net income (loss)
applicable to common shareholders:
Net Income (Loss) $ 1,018 $ ( 2)
Less: distribution on preferred stock 67 67
Net Income (loss) applicable to common-------- --------
shareholders $ 951 $ ( 69)
Income (loss) per share of ======== ========
Beneficial Interest - Note 2:
Primary $ .13 $ ( .01)
======== ========
Fully Diluted $ .12 $ ( .01)
======== ========
Weighted average number of
common shares outstanding - Note 2:
Primary 7,346,624 7,346,624
========= =========
Fully Diluted 8,414,696 7,346,624
========= =========
STATEMENT OF ACCUMULATED DEFICIT
Accumulated deficit,
beginning of period $(50,469) $(50,664)
Net Income (Loss) 1,018 ( 2)
Accumulated deficit, -------- --------
end of period $(49,451) $(50,666)
======== ========
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,
------------------
1994 1993
---- ----
Cash flow from operating activities:
Net Income (Loss) $ 1,018 $ ( 2)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activites:
Provision for possible loan losses 1,021 438
Amortization and depreciation 155 124
Gain on sale of foreclosed
properties (2,527) ( 146)
Capitalization of earned interest
income to loan balance in
accordance with agreements ( 8) ( 4)
Decrease in interest receivable 12 43
Increase in accounts payable
and accrued liabilities 93 21
Decrease in deferred revenues ( 6) ( 20)
Increase in rent and other
receivables ( 28) ( 68)
Decrease (increase) in escrow
deposits 346 ( 170)
Other ( 229) ( 131)
Net cash provided by (used in) -------- --------
operating activities ( 153) 85
-------- --------
Cash flows from investing activities:
Collections from real estate loans 524 3,242
Additions to real estate loans ( 126) ( 777)
Repayments to participating lenders ( 8) ( 300)
Net costs capitalized to real estate
owned (3,757) ( 363)
Proceeds from sale of real estate
owned 6,309 1,272
Increase (decrease) in deposits payable ( 133) 31
Decrease in investment in U.S.
Government obligations 716 577
Other ( 294) 23
-------- --------
Net cash provided by investing activities 3,231 3,705
-------- --------
Cash flow from financing activities:
Bank repayments (3,272) (2,165)
Payoff/paydown of loan and mortgages
payable ( 193) (1,759)
Decrease in restricted cash 3,577 123
Other ( 68) -
-------- --------
Net cash provided by (used in)
financing activities 44 (3,801)
-------- --------
Net increase (decrease) in cash
and cash equivalents 3,122 ( 11)
Cash and cash equivalents at
beginning of period 1,174 1,962
Cash and cash equivalents at -------- --------
end of period $ 4,296 $ 1,951
======== ========
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(In Thousands)
Three Months Ended
December 31,
------------------
1994 1993
---- ----
Supplemental disclosure of cash
flow information:
Cash paid during the period for
interest expense $ 1,715 $ 1,951
======== ========
Supplemental schedule of noncash
investing and financing activities:
Transfer of nonearning real estate
loans to foreclosed properties at
fair market value, $ 2,310 $ 17,745
Nonrecourse mortgage obligations
relating to property acquired
through foreclosure, including
in substance foreclosure - 609
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
Purchase money mortgages from sale of
real estate owned 1,352 3,191
See Accompanying Notes to Consolidated Financial Statements.
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, 1994 and for the three months ended
December 31, 1994 and 1993 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,
1994 are not necessarily indicative of the results for the full
year.
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, 1994.
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
preferred stock issued on September 14, 1993, is not considered a
common stock equivalent for the purposes of computing primary
earnings per share.
The assumed exercise of outstanding share options, using the
treasury stock method, is not materially dilutive for the primary
earnings per share computation for the three months ended
December 31, 1994 and is anti-dilutive for the three months ended
December 31, 1993.
Fully diluted earnings per share of beneficial interest
amounts are based on an increased number of common shares that
would be outstanding assuming the conversion of preferred stock
to shares of beneficial interest and the exercise of common share
options at the average price per common share during the three
months ended December 31, 1994. The fully diluted per share
computation for the three months ended December 31, 1994 is
dilutive with the addition of 1,030,000 shares upon conversion of
the preferred stock and 38,072 shares upon exercise of the common
share options.
Note 3 - Real Estate Loans
If all loans classified as not earning were earning interest
at their contractual rates for the three month periods ended
December 31, 1994 and 1993, interest income would have increased
by approximately $237,000 and $130,400, respectively.
Note 4 - Real Estate Owned
During the three months ended December 31, 1994, the Trust
acquired a garden apartment property located in Spring Valley,
New York by deed-in-lieu of foreclosure which was recorded at
$2,310,000, the estimated fair value at the time of foreclosure.
The Trust also sold three properties resulting in a net gain of
$2,527,000. The most significant sale related to a
retail/apartment building in Manhattan, New York which was sold
for a gross sale price of $4,750,000 and resulted in a gain of
approximately $2,515,000.
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 mortgages, 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 $47,082,000 are due during the twelve months ending
December 31, 1995, including $18,652,000 which are due on demand.
The Trust anticipates that a large portion of loans maturing
during the twelve months ending December 31, 1995, will be
extended for a fixed term or on a month to month basis. The
Trust can not estimate the principal amount of loans which will
be paid down and/or paid off over the next twelve months.
Effective September 23, 1992 the Trust entered into an
Amended and Restated Credit Agreement ("Restated Credit
Agreement") with five banks. The Restated Credit Agreement
extended 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 repayments and meeting certain ratios. The
Trust intends to extend the maturity date of the Restated Credit
Agreement to June 30, 1996 and as of February 6, 1995 the Trust
had made all mandatory repayments required by June 30, 1995 and
50% of the mandatory repayment due by June 30, 1996 (the maximum
amount applicable to June 30, 1996 which it can repay prior to
June 30, 1995) and meets the required ratios. 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, commencing July 1,
1994, the Trust is required to apply 75% 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
25% is deposited in a cash collateral account maintained with the
agent bank. The agent bank 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 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.
In October 1994, the Banks agreed to reduce the 75% requirement
to 50% on the next $6,000,000 of capital event proceeds so the
Trust could reestablish the cash collateral account to
$9,000,000, as the Trust's requirement for funds for capital
expenditures at properties owned exceeded the budget established
for fiscal 1994 by about $3,500,000. The increase in capital
expenditures is due in large measure to the renovation of a
shopping mall in Dover, Delaware from a retail mall to an office
park at a cost of approximately $7,000,000. The Restated Credit
Agreement also requires a segregated interest reserve account as
part of the $9,000,000 cash collateral account, amounting to
approximately three months interest payments ($1,494,000 at
December 31, 1994). 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, by deed
in lieu of foreclosure, or pursuant to 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.
During the year ended September 30, 1994, the Trust entered
into a project to convert one of its properties held for sale, a
regional mall located in Dover, Delaware, into an office park.
The Trust entered into a lease with a major insurance company,
requiring the Trust to segregate the funds required for the
improvements required under the lease (approximately $5,650,000)
into a separate account. The balance of the aforementioned
segregated funds of $2,026,000 at December 31, 1994 were deemed
restricted. A modification to the existing Restated Credit
Agreement has been provided by the banks, allowing the Trust to
exceed its $9,000,000 budget by $1,000,000, in order to pay for
the aforementioned improvements, in addition to its other
operational requirements. A further modification was permitted by
the banks for the Trust to exceed its $10,000,000 budget, as
amended, by an additional $2,500,000. The additional funds will
allow the Trust to complete the improvements required under a
lease entered into with a bank at the Dover office park, in
addition to required expenditures at other real estate owned. In
order for the Trust to replenish its cash collateral account, the
banks also agreed to modify the allocation on the next $6,000,000
of capital event proceeds (effective October 28, 1994) and permit
the Trust to retain 50% of such proceeds as opposed to the 25%
provided in the Restated Credit Agreement. As of February 6,
1995 the Trust has received in excess of $6,000,000 of capital
event proceeds since October 28, 1994, therefore the ratio of
funds returns to the original ratio.
The Trust used cash of $153,000 for operating activities
during the three months ended December 31, 1994 as opposed to
cash provided by operations of $85,000 for the three months ended
December 31, 1993. This decrease was caused by a combination of
various factors. First, the Trust collected $1,644,000 in
interest income on real estate loans during the three months
ended December 31, 1994 as compared to $2,127,000 during the
three months ended December 31, 1993. This decrease was caused
by a decrease in earning loans as a result of loan payoffs,
foreclosure of loans with the properties securing the loans
becoming real estate owned, and earning loans becoming
reclassified as not earning loans. Secondly, operating expenses
relating to real estate owned increased from $1,138,000 to
$1,758,000 in the three months ended December 31, 1993 and 1994,
respectively. The increase was caused primarily by a garden
apartment property foreclosed in October 1994 and the increase in
operating expenses for Abbotts Square, a mixed use property
located in Philadelphia, Pennsylvania. Thirdly, the
aforementioned decreases were offset by (i) decreases in the
advisor's fee and general administrative expenses in the three
months ended December 31, 1994 as compared to the three months
ended December 31, 1993 and (ii) an increase in the escrow
deposits.
The Trust's cash from investing activities decreased by
$474,000 to $3,231,000 for the three months ended December 31,
1994 as compared to $3,705,000 for the three months ended
December 31, 1993. During the three months ended December 31,
1994 collections from real estate loans (principal reductions)
decreased to $516,000 (net of repayments to participating lenders
of $8,000) from $2,942,000 (net of repayments to participating
lenders of $300,000) for the three months ended December 31,
1993. Net costs capitalized to real estate owned increased to
$3,757,000 during the three months ended December 31, 1994 as
compared to $363,000 during the three months ended December 31,
1993. The increase was primarily due to additions at the Dover,
Delaware property. The proceeds from sale of real estate owned
increased by $5,037,000 to $6,309,000 (exclusive of purchase
money mortgages of $1,352,000) during the three months ended
December 31, 1994 as compared to $1,272,000 (exclusive of
purchase money mortgages of $3,191,000) during the three months
ended December 31, 1993. The additions to real estate loans
decreased by $651,000 to $126,000 during the three months ended
December 31, 1994 as compared to $777,000 during the three months
ended December 31, 1993.
The Trust's financing activities resulted in cash provided
of $44,000 for the three months ended December 31, 1994. During
the three months ended December 31, 1994 there was a reduction of
$3,577,000 in restricted cash which funds were used primarily to
fund improvements at the Dover, Delaware property. This was
offset by a reduction of the bank loan by $3,272,000. During the
three months ended December 31, 1993, funds were used primarily
to reduce the bank loan by $2,165,000 and to satisfy a loan
payable of $1,600,000 in conjunction with the sale of a
cooperative apartment house in Suffolk County, New York.
Results of Operations
The Trust's loan portfolio at December 31, 1994, before
giving effect to the allowance for possible losses was
$76,667,000 of which $10,123,000 (13% of total real estate loans)
is categorized as not earning, as compared to $78,007,000 at
September 30, 1994, of which $10,268,000 (13% of total real
estate loans) is categorized as not earning. The $1,340,000
decrease in the loan portfolio is primarily due to the Trust
taking title to a garden apartment property in Spring Valley, New
York by deed-in-lieu of foreclosure offset by a purchase money
mortgage taken back by the Trust in connection with the sale of a
retail/office building.
Real estate owned (prior to a valuation allowance of
$2,717,000) increased to $55,606,000 at December 31, 1994 from
$54,793,000 (prior to a valuation allowance of $2,717,000) at
September 30, 1994. The increase is due primarily to the Trust
taking title by deed-in-lieu of foreclosure to a garden apartment
property in Spring Valley, New York with an estimated fair value
of $2,310,000 and $3,481,000 in improvements at the Dover,
Delaware property, offset by the sale of a retail/office
building in Brooklyn, New York with a basis of $1,656,000, a
retail/apartment building in New York, New York with a basis of
$1,654,000, and an office building in Kansas City, Missouri with
a basis of $1,630,000.
Interest and fees on real estate loans decreased to
$1,644,000 for the three months ended December 31,1994 as
compared to $2,127,000 for the three months ended December 31,
1993. The decrease of $483,000 was due to a decrease in earning
real estate loans, as a result of payoffs, properties securing
real estate loans becoming real estate owned, and loans becoming
not earning. this decrease was offset in part by interest earned
from purchase money mortgages taken back by the Trust in
connection with properties sold.
Operating income on real estate owned decreased by $20,000
to $2,187,000 for the three months ended December 31, 1994 as
compared to $2,207,000 for the three months ended December 31,
1993. The decrease was principally a result of the sale of a
number of properties offset by the income from a garden apartment
in Spring Valley, New York which the Trust took title to in
October 1994 and percentage rents received upon the sale of a
retail/apartment property in Manhattan, New York.
Gain on sale of foreclosed properties was $2,527,000 for the
three months ended December 31, 1994. This gain was the net
result of the sale of an office building in Brooklyn, New York, a
retail/apartment building in Manhattan, New York and an office
building in Kansas City, Missouri. This compares to a gain of
$146,000 for the three months ended December 31, 1993, which was
the result of a bulk sale of cooperative apartment units in an
apartment building in Suffolk County, New York, sale of a
retail/apartment building located in New York, New York, and
completion of sales of individual cooperative apartments in a
building located in New York, New York.
Interest expense decreased by $178,000 in the three months
ended December 31, 1994 as compared to the three months ended
December 31, 1993 due to a decrease of the outstanding bank debt,
offset by an increase in the average prime interest rate.
The expenses for the three months ended December 31, 1994
include a provision for possible loan losses of $1,021,000 as
compared to $438,000 for the three months ended December 31,
1993. During the three months ending December 31, 1994 a
provision was taken against two non-earning loans. A provision
of $536,000 was taken against a real estate loan in which the
Trust owns a subordinate position of a securitized mortgage
portfolio. In February, 1995 after review of additional
information received concerning the value of the underlying
assets, the Trust determined that its position had minimal value
except for claims against the underwriter of the securitized
mortgage portfolio and others. The Trust intends to commence
litigation against the underwriter and others and cannot project
the outcome of this litigation. The other situation involves a
mortgage receivable with respect to which the Trust learned that
it will not longer be receiving periodic interest payments from
the borrower. In February 1995, the borrower indicated its
inability to continue with these payments, therefore
necessitating a reserve of approximately $485,000.
The Advisor's fee decreased by $63,000 from $288,000 for the
three months ended December 31, 1993 to $225,000 for the three
months ended December 31, 1994. The decrease was a result of a
decrease in total invested assets, the basis on which the
advisory fee is calculated. There was a decrease in the real
estate loan portion (a 1% fee is paid on real estate loans) and
the real estate owned portion (a 1/2 of 1% fee is paid on real
estate owned).
General and administrative expenses decreased by $89,000 for
the three months ended December 31, 1994 as compared to the three
months ended December 31, 1993. 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 $620,000 to $1,758,000 for the three months ended December 31,
1994 as compared to $1,138,000 for the three months ended
December 31, 1993. This increase was primarily due to
foreclosure of a garden apartment property in October 1994 and
the increase in operating expenses at a mixed use property.
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, 1994.
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
2/10/95 /s/ Israel Rosenzweig
- ------- ------------------------------
Date Israel Rosenzweig, President
2/10/95 /s/ David W. Kalish
- ------- -------------------------------
Date David W. Kalish, Vice President
and Chief Financial Officer