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 AND EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number 1-8459 NEW PLAN REALTY TRUST AND SUBSIDIARIES (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 and 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 November 30, 1994 was 52,761,697. Total number of pages 9 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, 1994 AND JULY 31, 1994 (UNAUDITED) (IN THOUSANDS) ASSETS: 10/31/94 7/31/94 ______ ________ _______ Real estate, at cost Land and buildings $661,781 $621,342 Less accumulated depreciation and amortization 52,555 49,102 ________ ________ 609,226 572,240 Cash and cash equivalents 1,867 3,116 Marketable securities (Note B) 5,991 6,293 Mortgages and notes receivable 22,90 22,910 Trade and notes receivable 6,268 6,290 Other receivables 1,832 1,628 Prepaid expenses and deferred charges 3,046 2,429 Other assets 1,833 2,087 ________ ________ TOTAL ASSETS $652,964 $616,993 ======== ======== LIABILITIES: ___________ Mortgages payable $ 33,422 $ 28,060 Notes payable (Note C) 39,000 7,500 Other liabilities 11,496 13,666 Tenants' security deposits 2,498 2,274 ________ ________ TOTAL LIABILITIES 86,416 51,500 ________ ________ SHAREHOLDERS' EQUITY: ____________________ Shares of beneficial interest without par value, unlimited authorization; issued and outstanding** 612,481 609,067 Less: Loans receivable for share purchases 3,628 3,630 Distributions in excess of net income 42,305 39,944 ________ ________ TOTAL SHAREHOLDERS' EQUITY 566,548 565,493 ________ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $652,964 $616,993 ======== ======== ** SHARES ISSUED AND OUTSTANDING 52,761 52,594 ====== ====== See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) THREE MONTHS ENDED 10/31/94 10/31/93 ________ ________ REVENUES ________ Rental income and related revenues $29,138 $20,057 Interest and dividend income 823 1,847 _______ _______ 29,961 21,904 _______ _______ OPERATING EXPENSES Operating costs 6,925 4,106 Leasehold rents 139 109 Real estate and other taxes 2,691 2,199 Interest expenses 741 450 Depreciation and amortization 3,473 2,400 Provision for doubtful accounts, net of recoveries (Note E) 238 279 _______ _______ TOTAL OPERATING EXPENSES 14,207 9,543 _______ _______ Administrative expenses 495 791 _______ _______ INCOME BEFORE GAIN ON SALE OF PROPERTY AND SECURITIES 15,259 11,570 _______ _______ Gain on sale of property 468 Gain on sale of securities, net 26 _______ _______ NET INCOME $15,259 $12,064 ======= ======= NET INCOME PER SHARE $0.29 $0.25 DIVIDENDS PER SHARE $0.335 $0.325 WEIGHTED AVERAGE SHARES OUTSTANDING 52,646 49,005 See accompanying notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(IN THOUSANDS) THREE MONTHS ENDED 10/31/94 10/31/93 ________ ________ OPERATING ACTIVITIES ____________________ Net Income $15,259 $12,064 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,473 2,400 _______ _______ 18,732 14,464 Gain on sale of property -- (468) Gain on sale of securities, net -- (26) Changes in operating assets and liabilities, net Increase in trade and notes receivable (208) (1,109) Increase in other receivables (204) (97) Increase in allowance for doubtful accounts 230 274 Increase in other liabilities 1,243 1,125 Increase in net sundry assets and liabilities (160) (2,290) _______ _______ NET CASH PROVIDED BY OPERATING ACTIVITIES 19,633 11,873 _______ _______ INVESTING ACTIVITIES ____________________ Sales of marketable securities 302 18,004 Purchases of marketable securities -- (81) Net proceeds from the sale of property -- 2,005 Purchase and improvement of properties (38,408) (61,450) Repayment of mortgage notes receivable 9 4 _______ _______ NET CASH USED IN INVESTING ACTIVITIES (38,097) (41,518) _______ _______ FINANCING ACTIVITIES ____________________ Distributions to shareholders (17,620) (15,913) Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 3,395 3,573 Issuance of shares of beneficial interest upon exercise of stock options 19 173 Repayment of short-term debt (7,500) Proceeds from short-term debt 39,000 Principal payments on mortgages (81) (98) Repayment of mortgages (5,794) Repayment of loans receivable for the purchase of shares of beneficial interest 2 85 _______ _______ NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 17,215 (17,974) _______ _______ DECREASE IN CASH AND CASH EQUIVALENTS (1,249) (47,619) Cash and cash equivalents at beginning of year 3,116 102,312 _______ ________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,867 $ 54,693 ======= ======== See accompanying notes to consolidated financial statements. NOTES TO 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 ("SEC") 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 consolidated statements of income for the three months ended October 31, 1994 are not necessarily indicative of the results expected for the full year. It is suggested that these financial statements 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: Marketable securities Equity securities are carried at the lower cost or market while debt securities are carried at cost. Marketable securities consist of the following (in thousands): 10/31/94 7/31/94 ________ _______ Equity securities $ 977 $ 977 Debt securities 4,618 4,621 Insured bank certificates of deposit 396 695 ________ _______ $ 5,991 $ 6,293 ======== ======= The aggregate market value of the marketable securities at October 31, 1994 and July 31, 1994 was $5,828,000 and $6,481,000, respectively. Note C: Notes Payable In September 1994 the Trust amended the 364 day unsecured revolving credit facility dated December 30, 1993 to increase the limit on borrowing from $65 million to $100 million. At the time of borrowing, the Trust can choose from three interest rate options. There are restrictive covenants that place a ceiling on total indebtedness of the lesser of 50% of tangible net worth or $250,000,000, a ceiling on mortgage indebtedness of $105,000,000, a minimum interest coverage ratio of 2.5 to 1 and a minimum tangible net worth of $400,000,000. At October 31, 1994, the average interest rate on outstanding notes was 5.49%. Note D: Supplemental Cash Flow Information State and local income taxes paid for the three months ended October 31, 1994 and 1993 were $41,000 and $42,000, respectively. Interest paid for the three months ended October 31, 1994 and 1993 was $1,005,000 and $454,000, respectively. Interest costs capitalized for the three months ended October 31, 1994 were $364,000. The Trust entered into the following non-cash investing and financing activities (in thousands): 10/31/94 ________ Mortgage obligations assumed upon the purchase of property $ 5,443 Note E: Provision for Doubtful Accounts The provision for doubtful accounts is net of recoveries. For the three months ended October 31, 1994 and 1993, recoveries were $120,000 and $94,000, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I. Liquidity and Capital Resources On October 31, 1994 the Trust had $7,858,000 in available cash, cash equivalents and marketable securities. During the three month period ended October 31, 1994, the Trust paid approximately $27,300,000 to acquire five shopping centers (587,000 gross leasable square feet) and one apartment property (164 units). Debt at October 31, 1994 consisted of $33,422,000 of mortgages payable and short term notes payable of $39,000,000. The notes payable are from the Trust's $100,000,000 unsecured revolving credit facility which was put into place in December, 1993. The dividend reinvestment program provided $3,395,000 during the three month period ended October 31, 1994. In addition, the Trust made dividend distributions of $17,620,000 to shareholders, paid $27,300,000 to acquire new properties and spent approximately $11,100,000 in improvements to properties. Funds from operations (net income plus depreciation and amortization of properties less gains from asset sales) increased $4,762,000 to $18,732,000 from $13,970,000 in the prior year's comparable three month period. The Trust is continuing its acquisition program which will be financed largely by the use of its $100 million unsecured revolving credit facility. II. Results of operations for the nine months ended April 30, 1994 and 1993 A. Revenues Rental income and related revenues increased $9,081,000 to $29,138,000. The increase was primarily due to the acquisition of new properties. In addition, there was an increase in revenues in all categories of properties owned in both periods. Interest and dividend income decreased $1,024,000 due to a significantly reduced investment base during this period compared to the prior year. The lower investment base is a result of the purchase of 31 properties (three factory outlet centers, 20 shopping centers, eight apartments) since July 31, 1993. B. Operating Expenses Operating costs and leasehold rents increased by $2,849,000 to $7,064,000. The increase was due primarily to the acquisition of new properties. Real estate and other taxes increased by $492,000 to $2,691,000. The increase was due primarily to new property acquisitions. Interest expense increased $291,000 to $741,000. Mortgage interest increased due to a higher level of debt caused by the assumption of mortgages in connection with the purchase of two properties and the use of the Trust's $100 million unsecured revolving line of credit. The increase in interest expense was partially offset by the capitalization of interest on construction projects which are expanding factory outlets and a shopping center. Depreciation and amortization of properties increased $1,073,000 due primarily to the acquisition of properties. Provision for doubtful accounts, net recoveries, decreased principally because provisions for loss were lower than they were in the first quarter of fiscal 1993. C. Administrative Expenses Administrative expenses as a percentage of total revenues decreased to 1.7% from 3.6%. The decrease was due primarily to the increase in revenue from newly acquired properties. D. Gains on property and securities There were no property sales or gains or losses from sale of securities during the quarter ended October 31, 1994. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27 - Financial Data Schedule 	 Filed for EDGAR filing purposes only. (b) During the period covered by this report the Trust filed the following: 1. Form 8-K dated August 8, 1994 and Form 8-K/A Amendment No. 1 dated October 6, 1994. These reports contained items 2 and 7. 2. Form 8-K/A Amendment No. 1 dated September 1, 1994 to Form 8-K filed July 14, 1994. This report contained item 7. SIGNATURE _________ Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 9, 1994 NEW PLAN REALTY TRUST By: /s/ MICHAEL I. BROWN ______________________ MICHAEL I. BROWN Chief Financial Officer EXHIBIT INDEX Number Description Page _____ 		 ___________ ____