1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A1
/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
For the transition period from ______________ to ______________
Commission file number 1-10093
RPS REALTY TRUST
(Exact name of registrant as
specified in its charter.)
MASSACHUSETTS 13-6908486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
747 THIRD AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
212-355-1255
(Registrant's telephone number, including area code)
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
------- -------
Number of shares of beneficial interest ($.10 par value) of the Registrant
outstanding as of September 28, 1995: 28,492,421.
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
I N D E X
Part I. FINANCIAL INFORMATION
PAGE NO.
--------
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1995 and
December 31, 1994 ................................................................. 3
Consolidated Statements of Operations - Six Months and Quarters Ended
June 30, 1995 and 1994 ............................................................. 4
Consolidated Statement of Shareholders' Equity - Six Months Ended
June 30, 1995....................................................................... 5
Consolidated Statements of Cash Flows - Six Months Ended
June 30, 1995 and 1994.............................................................. 6
Notes to Consolidated Financial Statements........................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations ................................................................... 11
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1995 1994
------------ ------------
ASSETS:
Mortgage Loans Receivable
(Net of allowance for possible loan losses of $12,781,336
in 1995 and $11,657,236 in 1994) $ 36,217,669 $ 41,891,769
Investment In Real Estate-Net 56,415,146 56,109,381
Short-term Investments 72,199,105 73,781,582
Interest and Accounts Receivable 7,932,323 8,607,992
Deferred Acquisition Expenses
(Net of accumulated amortization of $1,418,638 in 1995
and $1,319,706 in 1994) 2,253,175 2,352,107
Cash 872,327 802,384
Transaction Advances 2,340,000 -
Other Assets 4,630,299 2,625,607
------------ ------------
TOTAL ASSETS $182,860,044 $186,170,822
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Distributions Payable $ 2,279,394 $ 2,279,394
Accounts Payable and Accrued Expenses 1,306,034 1,292,260
------------ ------------
TOTAL LIABILITIES 3,585,428 3,571,654
SHAREHOLDERS' EQUITY 179,274,616 182,599,168
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $182,860,044 $186,170,822
============ ============
See notes to consolidated financial statements
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarter For the Six Months
Ended Ended
June 30, June 30,
-------------------------------- --------------------------------
1995 1994 1995 1994
---- ---- ---- ----
Revenues:
Interest income:
Mortgage loans $ 902,662 $ 1,894,445 $ 1,833,285 $ 4,363,900
Short-term investments 1,024,753 561,738 2,000,267 993,004
Rental income 2,151,323 1,140,567 4,442,352 2,281,067
Other - - 49,173 -
----------- ----------- ----------- -----------
4,078,738 3,596,750 8,325,077 7,637,971
----------- ----------- ----------- -----------
Expenses:
Allowance for possible
loan losses $ - $ - $ 3,000,000 $ -
General and Administrative 594,894 525,349 1,134,748 1,061,738
Payroll and Related Expenses 408,702 370,672 839,179 819,169
Amortization of Deferred
Acquisition Expenses 49,466 49,466 98,932 98,932
Interest on Mortgages - 109,790 - 220,604
Property Operating 502,067 272,511 852,911 545,511
Real Estate Taxes 329,186 172,588 659,615 344,588
Depreciation 255,538 152,500 505,456 305,000
----------- ----------- ----------- -----------
2,139,853 1,652,876 7,090,841 3,395,542
----------- ----------- ----------- -----------
Net Income $ 1,938,885 $ 1,943,874 $ 1,234,236 $ 4,242,429
=========== =========== =========== ===========
Net Income Per Share $.07 $.07 $.04 $.15
==== ==== ==== ====
Cash Dividend Declared $.08 $.08 $.16 $.16
==== ==== ==== ====
See notes to consolidated financial statements
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Additional Cumulative Total
Shares of Paid-In Earnings/ Shareholders'
Beneficial Interest Capital (Distributions) Equity
------------------------- ------------ --------------- -------------
Number Amount
---------- ----------
Balance at
January 1, 1995 28,492,421 $2,849,242 $194,924,231 $(15,174,305) $182,599,168
Net income for the
six months ended
June 30, 1995 -- -- -- 1,234,236 1,234,236
Cash distributions
declared -- -- -- (4,558,788) (4,558,788)
Balance at ---------- ---------- ------------ ------------ ------------
June 30, 1995 28,492,421 $2,849,242 $194,924,231 $(18,498,857) $179,274,616
========== ========== ============ ============ ============
See notes to consolidated financial statements
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
-----------------------------------------
1995 1994
------------- -------------
Cash Flows From Operating Activities:
Net Income $ 1,234,236 $ 4,242,429
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Provision for possible loan losses 3,000,000 -
Amortization of Deferred Acquisition Expense 98,932 98,932
Depreciation 505,456 305,000
Changes in Operating Assets and Liabilities:
Interest and Accounts Receivable 349,769 143,761
Other Assets (2,004,692) (488,483)
Transaction Advances (2,340,000) -
Accounts Payable and Accrued Expenses 13,774 (1,350,096)
------------ ------------
Net Cash Provided by Operating Activities 857,475 2,951,543
------------ ------------
Cash Flows From Investing Activities:
Satisfaction of Mortgage Loans Receivable $ 3,000,000 $ 23,904,232
Investment in Mortgage Loans Receivable - -
Investments in Real Estate (811,221) (609,728)
------------ ------------
Net Cash Provided by Investing Activities 2,188,779 23,294,504
------------ ------------
Cash Flows From Financing Activities:
Dividends Declared and Paid $ (4,558,788) $ (4,564,452)
Shares Repurchased - (237,734)
Repayment of Mortgages Payable - (118,422)
------------ ------------
Net Cash Used in Financing Activities (4,558,788) (4,920,608)
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents $ (1,512,534) $ 21,325,439
Cash and Cash Equivalents, Beginning of Year 74,583,966 38,800,763
------------ ------------
Cash and Cash Equivalents, End of Period $ 73,071,432 $ 60,126,202
============ ============
Cash and Cash Equivalents, End of Period:
Cash $ 872,327 $ 800,097
Short-Term Investments 72,199,105 59,326,105
------------ ------------
$ 73,071,432 $ 60,126,202
============ ============
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ - $ 220,604
============ ============
Supplemental Schedule of Noncash Investing and
Financing Activities:
Accounts Payable - 1,850,188
Interest and Accounts Receivable (325,900) 1,212,175
Use of Allowance for Possible Loan Losses 1,875,900 14,567,301
Mortgages Receivable (1,550,000) (4,761,828)
Deposit on Sale of Loans - (1,365,042)
Other Assets - (165,200)
Investment in Real Estate - 4,200,000
See notes to consolidated financial statements
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
l. GENERAL
In the opinion of management of RPS Realty Trust (the "Trust"), the
accompanying unaudited interim consolidated financial statements contain
all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the consolidated financial position as of June 30,
1995 and the results of operations for the six months ended June 30,
1995 and June 30, 1994. The financial statements, related footnotes and
discussions should be read in conjunction with the consolidated
financial statements, related footnotes and discussions contained in the
Trust's annual report on Form 10-K for the year ended December 31, 1994.
Certain reclassifications have been made to prior year financial
statements to conform with current classifications.
2. NET EARNINGS PER SHARE
The weighted average number of shares outstanding for the six months
ended June 30, 1995 and 1994 was 28,492,421 and 28,496,369,
respectively. The weighted average number of shares outstanding for the
quarters ended June 30, 1994 and 1993 was 28,492,421.
3. MORTGAGE LOANS RECEIVABLE
The following tables summarizes the mortgage loans of the Trust as of
June 30, 1995:
NET
CURRENT AVERAGE MATURITY AMOUNT ALLOWANCE CARRYING
DESCRIPTION RATE(a) ACCRUED DATE ADVANCED FOR LOSS AMOUNT
- ----------- ------- ------- -------- -------- --------- --------
Shopping Centers/Retail:
Holiday Park 9.50% -% 12/95 $ 1,916,564 $ - $ 1,916,564
Branhaven Plaza 10.50 2.25 8/99 2,800,000 - 2,800,000
1733 Massachusetts Avenue 8.00 1.42 6/99 2,200,000 - 2,200,000
Mt. Morris Commons 10.50 2.00 7/01 2,700,000 (1,000,000) 1,700,000
Copps Hill Plaza 6.00 0.50 7/96 3,563,948 (350,000) 3,213,948
Hylan Center 7.50 4.50 1/01 25,000,000 (6,000,336) 18,999,664
Office Buildings:
NCR Building 10.00 - 12/95 468,493 (231,000) 237,493
New England Telephone Co. 8.27 3.58 12/99 3,000,000 (3,200,000) (200,000)
1-5 Wabash Avenue 5.00 - 3/96 2,850,000 - 2,850,000
Industrial/Commercial:
Simmons Mfg. Warehouse 10.00 2.00 8/01 1,500,000 - 1,500,000
Loan secured by first lien:
Rector(b) - 6.00 4/04 3,000,000 (2,000,000) 1,000,000
----------- ------------ -----------
$48,999,005 $(12,781,336) $36,217,669
=========== ============ ===========
Deferred interest due at maturity of the mortgage loans is recognized as
income based on the interest method. The amounts currently recognized, which are
included on the Consolidated Balance Sheet in interest and accounts receivable
through June 30, 1995, are as follows:
For June 30,
1995
Deferred Interest
Accrued
-----------------
Holiday Park $ 67,080
Branhaven Plaza 306,664
1733 Massachusetts Avenue 330,457
Mt. Morris Commons 52,923
Copps Hill Plaza --
Hylan Center 6,275,000
NCR Building --
New England Telephone Co. 407,284
I-5 Wabash Avenue --
Simmons Mfg. Warehouse 114,619
Rector --
----------
Balance, end of period $7,554,027
==========
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
(a) In addition to fixed interest, the Trust is entitled to contingent
interest on certain loans in an amount equal to a percentage of the
gross rent received by the borrower from the property securing the
mortgage above a base amount, payable annually, and additional
contingent interest (equity participation) based on a predetermined
multiple of the contingent interest or a percentage of the net value of
the property at such date payable at maturity. Contingent interest in
the amount of $43,862 and $440,688 was received in the six months ended
June 30, 1995 and 1994 respectively.
(b) The loan is secured by a first lien on a separate collateral assignment
of a first mortgage loan which, in turn, is secured by a fee position
subject to a master lease on an office building in New York, New York.
(c) As of June 30, 1995, the Trust had 6 loans that were in arrears (three
monthly payments or more) or otherwise considered to be "problem loans"
by the Trust. The aggregate gross principal amounts of these loans,
together with receivables relating to such loans comprised of accrued
interest and payments made on behalf of the borrowers for mortgage
payments relating to such properties, totaled approximately $44,467,648,
representing 24.3% of the Trust's total assets, at June 30, 1995. At
June 30, 1995 and 1994, the Trust was not accruing current and accrued
interest on two and four of the above-mentioned loans, in the aggregate
approximate principal amount of $5,700,000 and $10,250,000,
respectively. In addition, as of June 30, 1995 and 1994 respectively,
the Trust was not accruing deferred interest on two additional loans, in
the aggregate approximate principal amount of $28,000,000 and
32,000,000.
(d) On February 14, 1995, the holder of the first mortgage loan secured by
the Madison Heights Shopping Center, whose loan was superior to the
Trust's wraparound mortgage loan with respect to such property,
foreclosed upon such property. The shopping center has been sold at
auction and the interest of the Trust has thereby been eliminated.
(e) On March 1, 1995, the Trust received proceeds of $3,021,000 from the
prepayment of the Coral Way Shopping Center mortgage loan. The proceeds
consisted of the repayment of the principal loan balance of $3,000,000
and current interest of $21,000.
4. INVESTMENTS IN REAL ESTATE
The following table summarizes the Trust's equity investments in real
properties, and the carrying amount, net of accumulated depreciation of
such properties, as of June 30, 1995:
Property Location Carrying Value
- -------- -------- --------------
Sunshine Plaza Tamarac, FL $ 9,087,459
Shopping Center
Crofton Shopping Center Crofton, MD 9,946,421
Trinity Corners Pound Ridge, NY 2,894,536
Shopping Center
Commack Property Commack, NY 2,789,437
Retail Center
Chester Shopping Center Chester, NJ 18,512,836
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
Lantana Plaza Lantana, FL 5,463,670
Shopping Center
9 North Wabash Chicago,IL 3,250,787
Retail Building
Norgate Shopping Center Indianapolis, IN 4,470,000
-----------
Total $56,415,146
===========
5. SHORT-TERM INVESTMENTS
Short-term investments at June 30, 1995 consist of approximately
$39,927,000 of Fannie Mae Remics and approximately $32,272,000 of U.S.
Treasuries.
6. DIVIDENDS TO SHAREHOLDERS
Under the Internal Revenue Code, a REIT must meet certain qualifications
including a requirement that it distribute annually to its shareholders
at least 95% of its taxable income. The Trust's policy is to distribute
to shareholders all taxable income. Dividends declared for the six
months ended June 30, 1995 are summarized below:
RECORD DATE DIVIDEND PAYMENT DATE
-------------- -------- ---------------
April 27, 1995 $ .08 May 17, 1995
July 28, 1995 $ .08 August 17, 1995
The difference, if any, between dividends and net income result from
timing differences related to the recognition of income and expense
between financial reporting and income tax purposes.
During 1995, the Trust will have tax write-offs on certain of the
mortgages which write-offs were previously recognized for financial
reporting purposes in prior years.
7. RAMCO TRANSACTION
On April 10, 1995, the Trust and Ramco-Gershenson, Inc. ("Ramco") and
its affiliates (the "Ramco Group") entered into an agreement relating to
the acquisition through an operating partnership (the "Operating
Partnership") controlled by the Trust of substantially all of the real
estate assets as well as the business operations of Ramco (the
"Transaction"). As part of the Transaction, the Trust will succeed to
the ownership of interests in 22 shopping center and retail properties
(the "Ramco Properties"), as well as 100% of the non-voting stock and 5%
of the voting stock of Ramco (representing in excess of 95% of the
economic interests of Ramco). The Trust will contribute to the Operating
Partnership six retail properties (the "RPS Properties") and $75,000,000
in cash (less expenses paid by the Trust in connection with the
Transaction). Following the closing of the Transaction, Ramco will
manage the Ramco Properties, the RPS Properties and properties of
certain third parties and other Ramco affiliates.
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
Upon consummation of the Transaction, the Trust will be the sole general
partner of and a limited partner in the Operating Partnership and
initially will hold approximately 74.8% of the interests therein. The
members of the Ramco Group will be limited partners in the Operating
Partnership and will initially hold, in the aggregate, approximately
25.2% of the interests therein. The exact number of units of limited
partnership ("OP Units") to be received by the Trust and members of the
Ramco Group will be determined based upon the relative agreed upon
values of the assets to be contributed by the parties. The Ramco Group
can also increase its interest in the Operating Partnership based on the
future performance of certain of the Ramco Properties; such performance
incentives could increase the Ramco Group's interest in the Operating
Partnership to approximately 31.5% in the aggregate. The Ramco Group's
OP Units will be exchangeable for shares of the Trust commencing one
year after consummation of the Transaction, subject to purchase of such
OP Units for cash by the Trust, at the Trust's option.
As part of the Transaction, it is anticipated that (i) the Trust's state
of organization will be changed from Massachusetts to Maryland and the
Trust will change its name to Ramco-Gershenson Properties Trust and (ii)
the Trust will implement a four-for-one reverse stock split.
Upon consummation of the Transaction, it is contemplated that four of
the nine current members of the Board of Trustees will resign and will
be replaced by four individuals designated by the Ramco Group, two of
whom will be independent of the Trust, Ramco and their respective
affiliates. In addition, the five current principal executive officers
of Ramco will become executive officers of the Trust and will be
responsible for the management of the Trust's real estate operations.
In connection with the Transaction, and as a condition thereto, the
Trust will transfer its remaining mortgage loan portfolio, as well as
certain other assets, to a newly-formed Maryland real estate investment
trust, and thereafter will distribute the shares after taking into
account the reverse stock split referred to above, of the new REIT to
the Trust's shareholders.
The transaction with Ramco which is currently expected to close in the
fourth quarter of 1995, is subject to a number of conditions. These
include the Trust receiving favorable resolution of certain issues
relating to its tax status as a real estate investment trust,
shareholder approval, receipt of a fairness opinion from the Trust's
financial advisor and refinancing of certain Ramco property debt.
Accordingly there can be no assurance that the transaction will be
consummated.
8. TRANSACTION ADVANCES
In connection with the transaction with Ramco, on April 13, 1995, the
Trust advanced the sum of $2,340,000 to the members of the Ramco Group
(the "Ramco Advance") to be used for the sole purpose of paying
application fees, commitment fees and other fees and charges in
connection with a refinancing loan to be obtained in connection with the
Transaction. The Ramco Advance is evidenced by a promissory note (the
"Ramco Note") which accrues interest at a per annum rate equal to the
prime rate of the Bank of Boston, and matures on April 13, 1996; the
Ramco Note is secured by the pledge of certain partnership and stock
interests owned by the members of the Ramco Group who are the obligors
under the Ramco Note. Upon the occurrence of certain events, the Ramco
Advance will be converted into a Transaction expense of the Trust, and
the Ramco Note will be canceled. In such event, the $75,000,000 to be
contributed by the Trust to the Operating Partnership will be reduced by
the amount of the Ramco Advance.
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
As of December 31, 1994 the Trust had $41,891,769 invested in mortgage loans
(after deducting allowance for possible loan losses of $11,657,236), $56,109,381
invested in real properties and $73,781,582 in short-term investments. During
the first quarter of 1995 the Trust received proceeds of $3,021,000 from the
prepayment of the Coral Way Shopping Center loan. Additionally during the first
quarter the Trust added $3,000,000 to its allowance for possible loan losses
bringing the allowance to $12,781,336. During future periods additional
provisions for loan losses may be required, as loans are either sold or prepaid
or otherwise re-valued. As of June 30, 1995 the Trust had $36,217,669 invested
in mortgage loans (after deducting allowance for possible loan losses of
$12,781,336), $56,415,146 invested in real properties and $72,199,105 in
short-term investments. It is anticipated that the Trust will have to borrow
approximately $6,500,000 to fund severance payments and certain expenses if the
Ramco transaction closes without additional prepayments or sales.
RESULTS OF OPERATIONS
Six months ended June 30, 1995 compared to six months ended June 30, 1994.
Total revenues for the six months ended June 30, 1995 (before rental income)
decreased $1,474,179 or 28% as compared to the six months ended June 30, 1994.
Interest from short-term investments increased $1,007,263 as a result of the
Trust having higher balances in short-term investments during the six month
period of 1995. Interest from mortgage loans decreased in the six months ended
June 30, 1995 as compared to the six months ended June 30, 1994 by $2,530,615 or
58%. The reduction in interest from mortgage loans is attributable to the
reduction in the size of the Trust's mortgage loan portfolio from 16 loans as of
June 30, 1994 to 11 loans as of June 30, 1995.
During the six months ended June 30, 1995 expenses (excluding property
operating, real estate taxes, interest on mortgages and depreciation expenses)
increased $3,093,020 as compared to the six months ended June 30, 1994. This
increase was primarily due to additional provision for possible loan losses in
the first quarter of $3,000,000 based on an offer for the sale of the Hylan
mortgage loan.
During the six months of 1995, the Trust recognized rental income of $4,442,352
as compared to $2,281,067 for the six months of 1994. This increase of
$2,161,285 or 95% is primarily as a result of the Trust receiving rental income
on 8 properties during the 1995 period compared to 6 during the 1994 period.
Interest expense on mortgages payable in 1995 decreased 100% or $220,604 due to
the Trust exercising its right to prepay the first mortgage loan relating to the
Crofton Plaza Shopping Center property on September 30, 1994. Property operating
expenses, real estate taxes and depreciation expense increased during the 1995
period by $307,400 or 56%, $315,027 or 91% and $200,456 or 66% respectively over
the 1994 period due to the aforementioned increase in number of properties. For
the six months ended June 30, 1995, the Trust recognized net income from the
investment of real estate of $2,424,370 as compared to $865,364 for the six
months of 1994.
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RPS REALTY TRUST FORM 10-Q JUNE 30, 1995
As a result of the foregoing factors (primarily the increase in provision for
loan losses), the Trust net income for the six months of 1995 as compared to the
six months of 1994 decreased $3,008,193 or 71%.
Three months ended June 30, 1995 compared to three months ended June 30, 1994.
Total revenues for the three months ended June 30, 1995 (before rental income)
decreased $528,768 or 22%. Interest from mortgage loans received by the Trust
during the second quarter of 1995 decreased $991,783 or 52%. The reduction in
interest from mortgage loans is attributable to the reduction in the size of the
Trust's mortgage loan portfolio, from 16 loans as of June 30, 1994 to 11 loans
as of June 30, 1995. Short-term interest income increased $463,015 or 82% as a
result of higher cash balances.
During the quarter ended June 30, 1995 expenses (excluding property operating,
real estate taxes, interest on mortgages and depreciation expenses) increased
$107,575 or 12% as compared to the second quarter ended June 30, 1994. This
increase was primarily due to the increase of $69,545 in General and
Administrative expenses as a result of higher insurance costs and moving
expenses.
During the second quarter of 1995, the Trust received rental income of
$2,151,323 as compared to $1,140,567 for the second quarter of 1994. This
increase of $1,010,756 or 89% is primarily as a result of the Trust owning 8
retail properties during the 1995 period compared to 6 during the 1994 period.
Interest expense on mortgages payable in 1995 decreased $109,790 or 100% due to
the Trust exercising its right to prepay the first mortgage loan relating to the
Crofton Plaza Shopping Center property on September 30, 1994. Property operating
expenses, real estate taxes and depreciation expense increased during the 1995
period by $229,556, 156,598 and 103,038 respectively over the 1994 period due to
the aforementioned increase in the number of properties. For the quarter ended
June 30, 1995, the Trust recognized net income from the investment of real
estate of $1,064,532 as compared to $433,178 in the 1994 quarter.
Net income for the second quarter of 1995 as compared to the second quarter of
1994 decreased $4,989 as a result of the items discussed above.
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RPS REALY TRUST FORM 10-Q JUNE 30, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
RPS REALTY TRUST
By:/s/ Edwin R. Frankel
--------------------------------------
Edwin R. Frankel
Senior Vice President and Treasurer
(Chief Financial Officer)
Date: September 29, 1995