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 APRIL 30, 1998
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 1-8459
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 13-1995781
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Office) (Zip Code)
212-869-3000
Registrant's Telephone Number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding at May 29, 1998 was 59,659,752.
Total number of pages 13
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
THREE MONTHS NINE MONTHS
ENDED ENDED
APRIL 30, APRIL 30,
1998 1997 1998 1997
---- ---- ---- ----
REVENUES
- --------
Rental income and
related revenues $62,424 $51,054 $181,816 $147,719
Interest and dividend
income 1,057 1,012 3,017 3,277
------- ------- -------- --------
63,481 52,066 184,833 150,996
------- ------- -------- --------
OPERATING EXPENSES
- ------------------
Operating costs 15,188 13,611 45,444 37,736
Leasehold rents 166 182 487 507
Real estate and
other taxes 5,874 4,479 16,782 13,506
Interest expense 9,754 6,812 26,967 19,758
Depreciation and amortization 7,921 6,385 23,054 18,252
Provision for doubtful accounts,
net of recoveries 968 846 2,986 2,389
------- ------- -------- --------
TOTAL OPERATING EXPENSES 39,871 32,315 115,720 92,148
------- ------- -------- --------
23,610 19,751 69,113 58,848
------- ------- -------- --------
Administrative expenses 719 527 2,093 1,525
------- ------- -------- --------
INCOME BEFORE GAIN (LOSS) ON SALE
OF PROPERTY AND SECURITIES 22,891 19,224 67,020 57,323
Loss on sale of property -- (144) (67) (75)
Gain on sale of securities, net 8 7 8 7
------- ------- -------- --------
NET INCOME 22,899 19,087 66,961 57,255
PREFERRED DIVIDENDS (1,463) __ (4,388) __
------- ------- -------- --------
NET INCOME APPLICABLE TO SHARES OF
BENEFICIAL INTEREST $21,436 $19,087 $ 62,573 $ 57,255
======= ======= ======== ========
BASIC EARNINGS PER SHARE $.36 $.33 $1.06 $.98
DILUTED EARNINGS PER SHARE $.36 $.32 $1.05 $.98
DIVIDENDS PER SHARE $.37 $.36 $1.1025 $1.0725
WEIGHTED AVERAGE SHARES OUTSTANDING
- BASIC 59,522 58,596 59,248 58,353
WEIGHTED AVERAGE SHARES OUTSTANDING
- DILUTED 60,039 58,887 59,691 58,617
See accompanying notes to condensed consolidated financial statements.
-2-
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
APRIL 30, JULY 31,
1998 1997
ASSETS
- ------
Real estate, at cost
Land $ 261,850 $ 232,502
Buildings and improvements 1,146,890 1,045,273
---------- ----------
1,408,740 1,277,775
Less accumulated depreciation
and amortization 128,548 105,866
---------- ----------
1,280,192 1,171,909
Cash and cash equivalents 33,936 42,781
Marketable securities 2,006 2,034
Mortgages and notes receivable 12,719 23,107
Receivables:
Trade and notes, net of allowance
for doubtful accounts 13,789 12,035
Other 1,331 1,464
Prepaid expenses and deferred charges 8,083 5,000
Other assets 3,119 2,814
---------- ----------
TOTAL ASSETS $1,355,175 $1,261,144
========== ==========
LIABILITIES
- -----------
Mortgages payable $ 92,682 $ 65,573
Notes payable, net of unamortized discount 462,749 412,634
Other liabilities 34,630 33,359
Tenants' security deposits 5,438 4,623
---------- ----------
TOTAL LIABILITIES 595,499 516,189
---------- ----------
COMMITMENTS AND CONTINGENCIES
- -----------------------------
SHAREHOLDERS' EQUITY
- --------------------
Preferred shares, par value $1.00, authorized 1,000,000 shares; issued and
outstanding (150,000 Series A Cumulative Preferred Shares),
$75,000,000 redemption value 72,775 72,775
Shares of beneficial interest without par value, unlimited authorization;
issued and outstanding (April 30,, 1998 -
59,658,152; July 31, 1997 - 58,934,371) 754,747 738,011
Less loans receivable for the purchase of
shares of beneficial interest 2,344 2,814
Add unrealized gain on securities reported 1,031 1,057
---------- ----------
at fair value
826,209 809,029
Less distributions in excess of net income 66,533 64,074
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 759,676 744,955
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,355,175 $1,261,144
========== ==========
See accompanying notes to condensed consolidated financial statements.
-3-
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED APRIL 30,
(UNAUDITED)(IN THOUSANDS)
1998 1997
---- ----
OPERATING ACTIVITIES
- --------------------
Net Income $ 66,961 $ 57,255
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 23,054 18,252
Loss on sale of property 67 75
Gain on sale of securities, net (8) (7)
-------- -------
90,074 75,575
Changes in operating assets and liabilities, net
Change in trade and notes receivable (3,402) (1,360)
Change in allowance for doubtful accounts 1,648 1,029
Change in other receivables 133 78
Change in other liabilities 1,271 1,114
Change in net sundry assets and liabilities (2,830) (2,339)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 86,894 74,097
------ ------
INVESTING ACTIVITIES
- --------------------
Sale of marketable securities 32 164
Purchase of marketable securities (31) --
Net proceeds from the sale of property and securities (59) 2,525
Purchase and improvement of properties (101,372) (146,351)
Repayment of mortgage notes receivable 10,388 1,179
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (91,042) (142,483)
--------- ---------
FINANCING ACTIVITIES
- --------------------
Distributions to shareholders (69,421) (62,535)
Proceeds from the dividend reinvestment plan 13,401 7,978
Proceeds from the exercise of stock options 3,335 6,585
Repayment of short-term debt -- (288)
Proceeds from the sale of notes 50,000 153,000
Principal payments on mortgages (500) (19,500)
Repayment of mortgages (1,982) --
Repayment of loans receivable for the purchase
of shares of beneficial interest 470 236
-------- --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (4,697) 85,476
--------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (8,845) 17,090
Cash and cash equivalents at beginning of year 42,781 4,300
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 33,936 $ 21,390
======== ========
See accompanying notes to condensed consolidated financial statements.
-4-
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A:
The accompanying unaudited condensed consolidated financial statements have been
prepared by the Trust pursuant to the rules of the Securities and Exchange
Commission as they relate to interim financial statements and, in the opinion of
the Trust, include all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of financial position, results of operations
and cash flows in accordance with generally accepted accounting principles.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such SEC rules. The Trust believes
that the disclosures made are adequate to make the information presented not
misleading. The condensed consolidated statements of income for the three month
and nine month periods ended April 30, 1998 and 1997 are not necessarily
indicative of the results expected for the full year. These condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Trust's latest annual
report on Form 10-K.
Note B: Supplemental Cash Flow Information
State and local income taxes paid for the nine months ended April 30, 1998 and
1997 were $93,000 and $820,000 respectively.
Interest paid for the nine months ended April 30, 1998 and 1997 was $26,175,000
and $17,925,000, respectively.
Interest costs capitalized for the nine months ended April 30, 1998 and 1997
were $0 and $868,000, respectively.
The Trust entered into the following non-cash investing and financing activities
(in thousands) for the nine months ended April 30,:
1998 1997
---- ----
Mortgage obligations assumed upon the
purchase of a property $29,591,000 $10,100,000
Note C: Provision for Doubtful Accounts
The provision for doubtful accounts is net of recoveries. For the nine months
ended April 30, 1998 and 1997, recoveries were $103,000 and $173,000,
respectively. For the three months ended April 30, 1998 and 1997, recoveries
were $61,000 in both periods.
Note D: Internal Software Costs
Any costs associated with modifying computer software for the year 2000 are
expensed as incurred. Management does not believe these costs will be material.
-5-
Note E: On January 31, 1998 the Trust adopted Financial Accounting
Standard No. 128 "Earnings Per Share".
The following table sets forth the computation of average
shares outstanding and basic earnings and diluted earnings per
share. (Amounts in thousands except per share amounts.)
Three Months Ended Nine Months Ended
April 30, April 30,
1998 1997 1998 1997
---- ---- ---- ----
Numerators
- ----------
Net income $22,899 $19,087 $66,961 $57,255
Less preferred stock dividends (1,463) -- (4,388) --
-------- -------- -------- ------
Net income available to shares of
beneficial interest $21,436 $19,087 $62,573 $57,255
======= ======= ======= =======
Denominators
- ------------
Weighted average shares outstanding for
Basic EPS 59,522 58,596 59,248 58,353
Effects of Dilutive Securities - Options 517 291 443 264
------
Adjusted Weighted Average Shares
Outstanding - For Diluted EPS 60,039 58,887 59,691 58,617
======
Basic EPS $ .36 $ .33 $ 1.06 $ .98
Diluted EPS $ .36 $ .32 $ 1.05 $ .98
-6-
Note F: New Accounting Standards
During 1997 and 1998, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards: (i) No. 129 "Disclosure of Information About
Capital Structure" ("SFAS 129"), which is effective for fiscal years ending
after December 15, 1997, (ii) No. 130 "Reporting Comprehensive Income" ("SFAS
130"), which is for fiscal years beginning after December 15, 1997, (iii) No.
131 "Disclosures About Segments of an Enterprise and Related Information" ("SFAS
131"), which is for fiscal years beginning after December 15, 1997 and (iv) No.
132 "Employers' Disclosures about Pensions and Other Postretirement Benefits"
("SFAS 132), which is effective for fiscal years beginning after December 15,
1997. Management believes that the implementation of SFAS 129, 130, 131 and 132
will not have a material impact on the Trust's financial statements.
Note G: Subsequent Events
On May 14, 1998, New Plan Realty Trust, a Massachusetts business trust (the
"Trust"), Excel Realty Trust, Inc., a Maryland corporation ("Excel"), and ERT
Merger Sub, Inc., a Maryland corporation and a wholly-owned subsidiary of Excel
("Sub"), entered into an Agreement and Plan of Merger dated as of May 14, 1998
providing for the merger of the Sub with and into the Trust and the Trust
surviving as a wholly-owned subsidiary of Excel. The Merger Agreement calls for
Excel to declare a 20% stock dividend and then issue one share of Excel for each
of the Trust's outstanding shares of beneficial interest. After the merger, the
combined company, which will be renamed New Plan Excel Realty Trust, Inc. ("New
Plan Excel"), will have approximately 93 million common shares outstanding.
Holders of the Trust's shares upon consummation of the merger will then hold
approximately 65% of the outstanding common stock of New Plan Excel. The Board
of Directors of New Plan Excel is to consist of the nine (9) current members of
the Trust's Board and six (6) members currently on Excel's Board. The dividend
policy of New Plan Excel for the first year following the merger will be $1.60
per share with anticipated minimum increases of $0.0025 per share per quarter
until the current quarterly dividend (expressed as an annual rate) is $1.67 per
share.
Holders of the Trust's Series A Cumulative Step Up Premium Rate Preferred Shares
are to receive an equal amount of Excel's Series D Cumulative Voting Step Up
Premium Rate Preferred Stock ("Excel Series D Preferred Stock") with
substantially identical terms, except that holders of the Excel Series D
Preferred Stock will have the right to vote with the holders of the common stock
of New Plan Excel on all matters and for two additional directors of New Plan
Excel if the distributions on the Excel Series D Preferred Stock are in arrears
for six or more quarterly periods. In addition, an application will be made to
list the Excel Series D Preferred Stock on the New York Stock Exchange.
Excel is a San Diego based REIT that was formed in 1985 and reincorporated in
1993 as a Maryland Corporation. The company owns and manages 142 properties
comprising 14.1 million square feet of gross rentable area in 27 states. The
combined company, New Plan Excel, will own a total of 332 properties located in
32 states comprising over 34.7 million square feet of space in 276 retail
properties and over 12,000 apartment units in 52 apartment properties.
The merger is intended, for financial accounting purposes, to be accounted for
using the purchase method of accounting. The merger is subject to shareholder
approval and customary closing conditions. It is estimated that this transaction
will be completed in September, 1998.
-7-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
I. Liquidity and Capital Resources
On April 30, 1998 the Trust had approximately $35.9 million in
available cash, cash equivalents and marketable securities.
During the nine month period ended April 30, 1998, the Trust paid
approximately $87.4 million in cash and assumed mortgage debt of
approximately $29.6 million to acquire ten shopping centers (1.3
million gross leasable square feet) and four apartment properties
(1,276 units). In addition, $14.0 million was paid for improvements to
properties.
Debt at April 30, 1998 consisted of $92.7 million of mortgages payable
and $462.7 million of notes payable, net of unamortized discount.
During the nine months ended April 30, 1998, the Trust sold an issue of
unsecured notes totaling $50.0 million. The issue matures in 31 years
and has an annual interest rate of 6.9%.
The Trust's dividend reinvestment program generated approximately $13.4
million during the nine month period ended April 30, 1998. In addition
during such period the Trust made dividend distributions of $65.3
million to holders of shares of beneficial interest and $4.1 million to
preferred stock shareholders.
Funds from operations applicable to shares of beneficial interest,
defined as net income plus depreciation and amortization of real estate
less gains from asset sales less preferred stock dividends, increased
$10.1 million to $85.7 million ($1.44 per share-diluted) from $75.6
million ($1.29 per share-diluted) in the prior year's comparable nine
month period.
On May 14, 1998, New Plan Realty Trust, a Massachusetts business trust
(the "Trust"), Excel Realty Trust, Inc., a Maryland corporation
("Excel"), and ERT Merger Sub, Inc., a Maryland corporation and a
wholly-owned subsidiary of Excel ("Sub"), entered into an Agreement and
Plan of Merger dated as of May 14, 1998 providing for the merger of the
Sub with and into the Trust and the Trust surviving as a wholly-owned
subsidiary of Excel. The Merger Agreement calls for Excel to declare a
20% stock dividend and then issue one share of Excel for each of the
Trust's outstanding shares of beneficial interest. After the merger,
the combined company, which will be renamed New Plan Excel Realty
Trust, Inc. ("New Plan Excel"), will have approximately 93 million
common shares outstanding. Holders of the Trust's shares upon
consummation of the merger will then hold approximately 65% of the
outstanding common stock of New Plan Excel. The Board of Directors of
New Plan Excel is to consist of the nine (9) current members of the
Trust's Board and six (6) members currently on Excel's Board. The
dividend policy of New Plan Excel for the first year following the
merger will be $1.60 per share with anticipated minimum increases of
$0.0025 per share per quarter until the current quarterly dividend
(expressed as an annual rate) is $1.67 per share.
Excel is a San Diego based REIT that was formed in 1985 and
reincorporated in 1993 as a Maryland Corporation. The company owns and
manages 142 properties comprising 14.1 million square feet of gross
rentable area in 27 states. The combined company, New Plan Excel, will
own a total of 332 properties located in 32 states comprising over 34.7
million square feet of space in 276 retail properties and over 12,000
apartment units in 52 apartment properties.
The merger is intended, for financial accounting purposes, to be
accounted for using the purchase method of accounting. The merger is
subject to shareholder approval and customary closing conditions. It is
estimated that this transaction will be completed in September, 1998.
-8-
II. Results of operations for the nine months ended April 30, 1998 and 1997
A. Revenues
Total revenues increased approximately $33.8 million to $184.8
million. The increase came primarily as a result of the
acquisition of 43 properties since July 31, 1996 and the
opening of the Six Flags Factory Outlet Center in March 1997.
B. Operating Expenses
Operating costs and leasehold rents increased approximately
$7.7 million to $45.9 million, reflecting the acquisition of
properties.
Real estate and other taxes increased approximately $3.3
million to $16.8 million. The principal reason for this
increase was the larger portfolio of properties.
Interest expense increased approximately $7.2 million to $27.0
million. This increase was due to an increase, since April
1997, of $120 million of notes which were used to fund the
Trust's property acquisition program. In addition, interest
expense applicable to mortgage debt increased as a result of
the assumption of mortgages in connection with property
acquisitions.
Depreciation and amortization of properties increased
approximately $4.8 million to $23.1 million. This increase was
the result of the acquisition of properties.
Provision for doubtful accounts, net of recoveries, increased
$0.6 million to $3.0 million. As a percentage of rental
revenue, this expense was 1.6% in the current and prior year
periods.
C. Administrative Expenses
Administrative expenses as a percent of revenue was 1.1% in
the current period compared to 1.0% in the prior comparable
period. Costs increased in personnel and professional
categories.
D. Gain (Loss) on Sale of Properties and Securities
During the current period, the Trust incurred additional costs
that related to a property sale which took place in the fourth
quarter of fiscal 1997. In the prior period, all or a portion
of three shopping centers were sold at a net loss of $75,000.
-9-
III. Results of operations for the three months ended April 30,
1998 and 1997
A. Revenues
Total revenues increased approximately $11.4 million to $63.5
million. The increase was a result of the acquisition of 28
properties since January 31, 1997 and the opening of the Six
Flags Factory Outlet Center in March 1997.
B. Operating Expenses
Operating costs and leasehold rents increased approximately
$1.6 million to $15.3 million, reflecting the acquisition of
properties.
Real estate and other taxes increased approximately $1.4
million to $5.9 million. The principal reason for this
increase was the larger portfolio of properties.
Interest expense increased approximately $2.9 million to $9.8
million. This increase was due primarily to the issuance,
since January 1997, of $120 million of notes which were used
to fund the Trust's property acquisition program. In addition,
interest expense applicable to mortgage debt increased as a
result of the assumption of mortgages in connection with
property acquisitions.
Depreciation and amortization of properties increased
approximately $1.5 million to $7.9 million. This increase was
the result of the acquisition of properties.
Provision for doubtful accounts, net of recoveries, increased
$122,000 to $968,000. As a percentage of rental revenue, the
expense declined to 1.6% from 1.7% in the prior year's
comparable period.
C. Administrative Expenses
Administrative expenses as a percent of revenue was 1.1% in
the current period compared to 1.0% in the comparable prior
year's period. Costs increased in the personnel category.
D. Gain/(Loss) on the Sale of Properties and Securities
In the prior year's comparable period, the sale of a property
in Lumberton, NC and a portion of a shopping center in
Parkersburg, WV were sold resulting in a net loss of $144,000.
In the current period, there were no property sales.
IV. New Accounting Standards
During 1997 and 1998, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards: (i) No. 129 "Disclosure
of Information About Capital Structure" ("SFAS 129"), which is
effective for fiscal years ending after December 15, 1997, (ii) No. 130
"Reporting Comprehensive Income" ("SFAS 130"), which is for fiscal
years beginning after December 15, 1997, (iii) No. 131 "Disclosures
About Segments of an Enterprise and Related Information" ("SFAS 131"),
which is for fiscal years beginning after December 15, 1997 and (iv)
No. 132 "Employers' Disclosures about Pensions and Other Postretirement
Benefits" ("SFAS 132), which is effective for fiscal years beginning
after December 15, 1997. Management believes that the implementation of
SFAS 129, 130, 131 and 132 will not have a material impact on the
Trust's financial statements.
-10-
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
(a) Exhibits:
Exhibit 12.1 - Ratio of Earnings to Fixed Charges
Exhibit 27 - Financial Data Schedule. This exhibit is
filed for EDGAR filing purposes only.
(b) During the period covered by this report the Trust filed the
following:
1. Form 8-K dated and filed April 24, 1998. This
report contains item 5.
SIGNATURE
---------
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.
Dated: June 9, 1998
NEW PLAN REALTY TRUST
By:/s/ Michael I. Brown
--------------------
MICHAEL I. BROWN
Chief Financial Officer,
Controller
-11-
EXHIBIT INDEX
Number Description Page
- ------ ----------- ----
12.1 Ratio of Earnings to Fixed Charges 13
27 Financial Data Schedule
-12-