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 June 30, 1995
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 August 7, 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)
June 30, September 30,
1995 1994
--------- ---------
(Unaudited) (Audited)
Assets:
Real estate loans - Note 3:
Earning interest,
less unearned income $ 51,703 $ 67,739
Not earning interest 10,593 10,268
-------- --------
62,296 78,007
Less allowance for possible losses 13,475 13,321
-------- --------
48,821 64,686
-------- --------
Real estate owned - Note 4:
Foreclosed properties held for sale,
(except for $14,745 and $14,725
less accumulated depreciation of
$739 and $465, which is held
long term for the production
of income) 49,848 54,793
Less valuation allowance 2,460 2,717
-------- --------
47,388 52,076
-------- --------
Cash and cash equivalents 6,317 1,174
Investments in U.S. Government
obligations, at cost, which
approximates market - 1,979
Restricted cash 1,893 7,098
Interest receivable 647 1,319
Other assets 2,964 3,135
-------- --------
Total assets $108,030 $131,467
======== ========
Liabilities and Shareholders' Equity
Liabilities:
Notes payable $ 44,300 $ 66,192
Loans and mortgages payable,
nonrecourse 4,060 6,671
Accounts payable and accrued
liabilities, including deposits
of $1,521 and $2,205 2,918 3,580
------- -------
Total liabilities 51,278 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 $4,901 and $4,698 83,981 84,184
Accumulated deficit (48,538) (50,469)
------- -------
59,087 57,359
Cost of 192 treasury shares of
beneficial interest (2,335) (2,335)
------- -------
Total shareholders' equity 56,752 55,024
Total liabilities and ------- -------
shareholders' equity $108,030 $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 Nine Months Ended
June 30, June 30,
1995 1994 1995 1994
----------------- ---------------
Revenues:
Interest and fees
on real estate loans $ 2,106 $ 2,283 $ 6,282 $ 7,127
Operating income on real
estate owned 1,965 2,273 6,151 7,288
Gain on sale of foreclosed
properties held for sale - 1,356 2,868 1,507
Other, primarily investment
income 166 71 420 240
------ ------ ------ ------
Total revenues 4,237 5,983 15,721 16,162
------ ------ ------ ------
Expenses:
Interest-notes payable
and loans payable 1,287 1,712 4,269 5,059
Provision for possible
loan losses - - 1,021 1,390
Provisions for valuation
adjustment - 993 178 993
Advisor's fee 182 265 608 825
General and administrative 783 889 2,381 2,520
Operating expenses relating
to real estate owned
including interest
on mortgages 1,636 1,218 4,868 3,787
Depreciation and
amortization 156 113 465 373
------ ------ ------ ------
Total expenses 4,044 5,190 13,790 14,947
------ ------ ------ ------
Net income $ 193 $ 793 $ 1,931 $ 1,215
====== ====== ====== ======
Calculation of net income
applicable to common
shareholders:
Net income $ 193 $ 793 $ 1,931 $ 1,215
Less: distribution on
preferred stock 68 68 203 203
------ ------ ------ ------
Net income applicable
to common
shareholders $ 125 $ 725 $ 1,728 $ 1,012
====== ====== ====== ======
Income per share of
Beneficial Interest -
Note 2:
Primary $ .02 $ .10 $ .24 $ .14
====== ====== ====== ======
Fully Diluted
$ .02 $ .09 $ .23 $ .14
====== ====== ====== ======
Weighted average number
of common shares
outstanding - Note 2:
Primary 7,346,624 7,346,624 7,346,624 7,346,624
========= ========= ========= =========
Fully Diluted 7,346,624 8,445,109 8,455,800 7,346,624
========= ========= ========= =========
STATEMENT OF ACCUMULATED DEFICIT
Accumulated deficit,
beginning of period $(48,731) $(50,242) $(50,469)$(50,664)
Net income 193 793 1,931 1,215
Accumulated deficit, ------ ------ ------ ------
end of period $(48,538) $(49,449) $(48,538)$(49,449)
====== ====== ====== ======
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Nine Months Ended
June 30,
------------------
1995 1994
---- ----
Cash flow from operating activities:
Net income $ 1,931 $ 1,215
Adjustments to reconcile net income
to net cash provided by
operating activities:
Provision for possible loan losses 1,021 1,390
Provision for valuation adjustment 178 993
Amortization and depreciation 465 373
Recognition of discount upon premature
payoff of real estate loan - ( 565)
Gain on sale of foreclosed properties (2,868) (1,507)
Decrease in interest receivable 672 135
Increase (decrease) in accounts payable
and accrued liabilities 37 ( 87)
Decrease in deferred revenues ( 12) ( 47)
Decrease (increase) in rent and other
receivables 32 ( 72)
Decrease (increase) in escrow deposits 823 ( 334)
Other ( 650) ( 118)
Net cash provided by -------- --------
operating activities 1,629 1,376
-------- --------
Cash flows from investing activities:
Collections from real estate loans 21,860 15,302
Proceeds from participating lenders 25 -
Additions to real estate loans ( 214) ( 903)
Repayments to participating lenders (5,213) (5,470)
Net costs capitalized to real estate
owned (7,381) (1,022)
Proceeds from sale of real estate
owned 10,930 8,769
(Decrease) increase in deposits payable ( 684) 267
Decrease in investment in U.S.
Government obligations 1,979 3,538
Other ( 140) 1
-------- --------
Net cash provided by investing activities 21,162 20,482
-------- --------
Cash flow from financing activities:
Bank repayments (21,892) (13,502)
Payoff/paydown of loan and mortgages
payable ( 756) (5,366)
Decrease in restricted cash 5,205 74
Other ( 205) ( 136)
-------- --------
Net cash used in financing activities (17,648) (18,930)
-------- --------
Net increase in cash
and cash equivalents 5,143 2,928
Cash and cash equivalents at
beginning of period 1,174 1,962
Cash and cash equivalents at -------- --------
end of period $ 6,317 $ 4,890
======== ========
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(In Thousands)
Nine Months Ended
June 30,
------------------
1995 1994
---- ----
Supplemental disclosure of cash
flow information:
Cash paid during the period for
interest expense $ 4,811 $ 5,679
======= =======
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 - 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
Write-off of nonrecourse mortgage payable
upon relinquishment of real estate owned 1,005 -
Recognition of valuation allowance 436 -
Recognition of valuation allowance upon
sale of real estate owned - 1,505
Recognition of allowance for previously
provided loan losses 866 12,842
Purchase money mortgages from sale of
real estate owned (net of an $850,000
wrap mortgage in the current period) 3,994 5,279
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 June 30, 1995 and for the three and nine months
ended June 30, 1995 and 1994 reflect all normal recurring
adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for such interim periods.
The results of operations for the three and nine months ended
June 30, 1995 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, 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 and nine months
ended June 30, 1995 and 1994, respectively.
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 period end market price. The fully diluted per
share computation for the nine months ended June 30, 1995 and the
three months ended June 30, 1994 is dilutive with the addition of
1,030,000 shares upon conversion of the preferred stock and
79,176 and 68,485 shares, respectively, upon exercise of the
common share options. The fully diluted per share computation is
not materially dilutive for the nine months ended June 30, 1994
and three months ended June 30, 1995.
Note 3 - Real Estate Loans
If all loans classified as not earning were earning interest
at their contractual rates for the three and nine month periods
ended June 30, 1995 and 1994, interest income would have
increased by approximately $338,000 and $1,009,000 in the
respective periods in 1995, and $147,000 and $477,000 in the
respective periods in 1994.
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 $28,185,000 are due during the twelve months
ending June 30, 1996, including $14,646,000 which are due on
demand. The Trust anticipates that a portion of loans maturing
during the twelve months ending June 30, 1996, 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 to extended the maturity date to June 30, 1996. As of
August 7, 1995 the Trust had made 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, pay downs or
payoffs of real estate loans, and refinancing of real estate
assets) 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. 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 ($1,107,000 at June 30, 1995). 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 nine months ended June 30, 1995, the Trust had an
increase in cash provided by investing activities, as a result of
collections from real estate loans of $16,647,000 (net of
repayments to participating lenders of $5,213,000) and proceeds
from the sale of real estate owned of $10,930,000. The cash
provided by investing activities was used primarily to reduce the
bank debt outstanding to $44,300,000 at June 30, 1995, a
reduction of $21,892,000 from September 30, 1994.
Net costs capitalized to real estate owned amounted to
$7,381,000 during the nine months ended June 30, 1995, a majority
of which related to the conversion of a regional mall located in
Dover, Delaware, into an office park, as evidenced by the
decrease in restricted cash by $5,205,000 to $1,893,000 at
June 30, 1995 from $7,098,000 at September 30, 1994. The
remaining costs capitalized to real estate owned were funded from
net cash provided by investing activities and operating
activities.
Results of Operations
The Trust's loan portfolio at June 30, 1995, before giving
effect to the allowance for possible losses was $62,296,000 of
which $10,593,000 (17% of total real estate loans) is categorized
as nonearning, as compared to $78,007,000 at September 30, 1994,
of which $10,268,000 (13% of total real estate loans) is
categorized as nonearning. The $15,711,000 decrease in the
loan portfolio since September 30, 1994 is primarily due to the
payoff of two real estate loans secured by garden apartments
located in the Texas market place in the amount of approximately
$14,456,000 (net of repayments to a senior participating lender
of $5,190,000). The portfolio was further reduced by the Trust
taking title by deed-in-lieu of foreclosure to a garden apartment
complex located in Spring Valley, New York. These decreases were
offset in part by purchase money mortgages taken back in
conjunction with the sale of real estate owned.
Real estate owned (prior to a valuation allowance of
$2,460,000) decreased to $49,848,000 at June 30, 1995 from
$54,793,000 (prior to a valuation allowance of $2,717,000) at
September 30, 1994. The decrease of $4,945,000 is due to the sale
of various real estate owned with a basis aggregating $13,351,000
offset in part by real estate acquired by deed-in-lieu of
foreclosure at an estimated fair value of $2,310,000 and
approximately $6,300,000 in improvements at the Dover, Delaware
property.
Interest and fees on real estate loans decreased for the
nine and three months ended June 30, 1995 to $6,282,000 and
$2,106,000 from $7,127,000 and $2,283,000 for the comparable
periods in the prior fiscal year. These decreases of $845,000
and $177,000, respectively, were a result of the recognition of
an unamortized discount during the nine months ended September
30, 1994 of $565,000 upon early payoff of a real estate loan, a
decrease in earning real estate loans, as a result of payoffs,
approximately $480,000 ($283,000 of which was received during the
quarter ended June 30, 1994) from court appointed receivers who
operated properties securing certain loans, and loans becoming
nonearning. These decreases were offset in part by the receipt
of additional interest of approximately $1,340,000 ($340,000 of
which was received during the quarter ended June 30, 1995) upon
payoff of two real estate loans secured by garden apartments
located in the Texas market place, and interest earned from
purchase money mortgages originated by the Trust in connection
with properties sold.
Operating income on real estate owned decreased by
$1,137,000 to $6,151,000 for the nine months ended June 30, 1995
as compared to $7,288,000 for comparable nine month period in
Fiscal 1994. There was also a decrease during the three months
ended June 30, 1995 to $1,965,000 from $2,273,000 for the prior
comparable period, a decrease of $308,000. These decreases were
principally a result of the sale of a number of properties offset
in part by the income from a garden apartment complex in Spring
Valley, New York which the Trust took title to in October 1994
and an increase in rental income at the Dover, Delaware property,
as a result of conversion of this property from a regional
shopping mall to an office park.
Gain on sale of foreclosed properties was $2,868,000 for the
nine months ended June 30, 1995, none of which occurred during
the current fiscal quarter. The gain was a result of various
transactions with an aggregate gross sales price of approximately
$16,220,000 (including purchase money mortgages of $4,701,000).
This compares to a gain of $1,507,000 for the nine months ended
June 30, 1994, $1,356,000 of which occurred during the third
quarter of Fiscal 1994. It is the policy of the Trust to offer
for sale all real estate owned at prices which management
believes represents fair value in the geographic area in which
the property is located.
Other income, primarily investment income, increased for the
nine and three months ended June 30, 1995 by $180,000 and
$95,000, respectively from $240,000 and $71,000 for the nine and
three months ended June 30, 1994 to $420,000 and $166,000 for
comparable nine and three month periods in Fiscal 1995. These
increases were primarily due to an increase in the average yield
on investments, in addition to miscellaneous income of
approximately $44,000 received during the quarter ended June 30,
1995.
Interest expense decreased by $790,000 and $425,000 in the
nine and three month periods ended June 30, 1995 as compared to
the nine and three months ended June 30, 1994 due to a decrease
of the outstanding bank debt, and the payoff of a mortgage
payable, offset in part by an increase in the average prime
interest rate.
The expenses for the nine months ended June 30, 1995 include
a provision for possible loan losses of $1,021,000 as compared to
$1,390,000 for the nine months ended June 30, 1994. During the
three months ending December 31, 1994 a provision was taken
against two nonearning loans, one in the amount of $536,000
against a real estate loan in which the Trust owns a subordinate
position of a securitized mortgage portfolio. In February, 1995
because of inadequate information provided with respect to the
value of the underlying assets, the Trust took the provision.
The Trust has commenced litigation against the underwriter of the
securitized mortgage portfolio and others and can not at this
time project the outcome of this litigation. The other provision
in the amount of $485,000 was taken against a real estate loan,
in which the borrower ceased making agreed upon interest
payments. The expenses for the nine months ended June 30, 1995,
also include a provision for valuation adjustment of $178,000, as
compared to $993,000 for the nine months ended June 30, 1994, all
of which was taken during the three months ended June 30, 1994.
No provisions were taken during the three months ended June 30,
1995.
The Advisor's fee decreased by $217,000 and $83,000 from
$825,000 and $265,000 for the nine and three months ended June
30, 1994 to $608,000 and $182,000 for the nine and three months
ended June 30, 1995. These decreases were a result of a decrease
in total invested assets, the basis on which the advisory fee is
calculated.
General and administrative expenses for the nine and three
months ended June 30, 1995 decreased to $2,381,000 and $783,000,
respectively from $2,520,000 and $889,000 for the comparable nine
and three month periods in Fiscal 1994. These decreases are
primarily a result of decreased professional fees as foreclosure
and bankruptcy proceedings come to an end. During the current
three month period, the Trust has incurred legal costs associated
with the litigation noted above.
Operating expenses relating to real estate owned increased
to $4,868,000 and $1,636,000 for the nine and three months ended
June 30, 1995 from $3,787,000 and $1,218,000 for the comparable
nine and three month periods in the prior year. These increases
were primarily due to foreclosure of a garden apartment complex
in October 1994 and the increase in operating expenses at a
mixed use property, offset in part by the sale of real estate
owned.
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 June 30, 1995.
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
8/11/95 /s/ Israel Rosenzweig
------- ------------------------------
Date Israel Rosenzweig, President
8/11/95 /s/ David W. Kalish
------- -------------------------------
Date David W. Kalish, Vice President
and Chief Financial Officer