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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
February 10, 1994 (December 16, 1993)
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NEW PLAN REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-7532 13-1995781
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(212) 869-3000
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(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 2. Acquisition and Disposition of Assets
Since the last Form 8-K filed by New Plan Realty Trust (the
"Company") dated November 17, 1993, as amended by Form 8-K/A
filed by the Company dated January 13, 1994, the Company has made
the following acquisitions:
On December 16, 1993, the Company acquired a shopping
center, Wabash Crossing, from Wabash Partners. The property is
located in Wabash, Indiana and consists of approximately 167,000
square feet of gross leasable area on approximately 18 acres.
Wabash Crossing has space for ten tenants and is currently fully
occupied. The major tenants are: Kmart, Clark's Finer Foods and
Walgreens.
On December 17, 1993, the Company acquired a garden
apartment complex, Hickory Lake Apartments, from McNeil Real
Estate Fund XXI LP. The property is located in Nashville,
Tennessee and consists of 322 apartment units on approximately 26
acres. Hickory Lake Apartments is currently 94% occupied.
On January 6, 1994, the Company acquired a shopping center,
Stone Mill Plaza, from Travelers Insurance Company. The property
is located in Lancaster, Pennsylvania and consists of approx-
imately 91,000 square feet of gross leasable area on
approximately 21 acres. Stone Mill Plaza has space for 23
tenants and is currently 96% occupied. The major tenants are:
Giant Foods and Rite Aid.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(a) and (b) Financial Statements of Businesses Acquired
and Pro Forma Financial Information.
The aggregate purchase price of the three acquired
properties (collectively, the "Properties") described in Item 2
above was approximately $22 million, all of which was paid by the
Company in cash. The purchase price of the Properties,
individually and in the aggregate, represents less than 10% of
the total unaudited assets of the Company.
However, because the Properties when added to prior
unaudited acquisitions exceeds 10% of the unaudited assets of the
Company, included herewith are the following financial statements
reflecting the acquisition of the Properties.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated February 3, 1994.
2. Certain properties acquired - Historical summary of
revenues and certain operating expenses for the year ended
July 31, 1993.
3. New Plan Realty Trust and Subsidiaries - Estimates of net
income and funds generated from certain properties acquired
(unaudited), and related Notes.
4. New Plan Realty Trust and Subsidiaries - Pro forma
condensed financial statements (unaudited):
(a) Pro forma condensed statements of income for the three
months ended October 31, 1993 and the twelve months
ended July 31, 1993.
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(b) Pro forma condensed balance sheet as at October 31,
1993.
(c) Notes to pro forma condensed financial statements.
(c) Exhibits.
None.
SIGNATURES
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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 hereunto duly authorized.
Date: February 10, 1994
NEW PLAN REALTY TRUST
By:/s/ Michael I. Brown
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Michael I. Brown
Chief Financial Officer
and Controller
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
INDEPENDENT AUDITOR'S REPORT
----------------------------
We have audited the accompanying Historical Summary of Revenues
and Certain Operating Expenses of Wabash Crossing, Hickory Lake
Apartments, and Stone Mill Plaza (the "Properties") for the year
ended July 31, 1993. This Historical Summary is the
responsibility of New Plan Realty Trust's management. Our
responsibility is to express an opinion on this Historical
Summary based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the Historical Summary is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Historical Summary. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The Historical Summary has been prepared for the purpose of
complying with the rules and regulations of the Securities and
Exchange Commission, and its use for any other purpose may be
inappropriate. Accordingly, as described in the Note to the
Historical Summary, the statement excludes interest,
depreciation, and general and administrative expenses for the
period examined, and is not intended to be a complete
presentation of the properties' revenues and expenses.
In our opinion, the Historical Summary referred to above
represents fairly, in all material respects, the revenues and
certain operating expenses (exclusive of interest, depreciation
and general and administrative expenses) in conformity with
generally accepted accounting principles.
Eichler Bergsman Belonsky & Co.
New York, New York
February 3, 1994
<PAGE>
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED JULY 31, 1993
Rental Income $2,791,929
Repairs and maintenance 89,875
Real estate taxes 304,593
Certain operating expenses 640,718 1,035,186
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Excess of revenues over
certain operating expenses $1,756,743
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NOTE:
The historical summary of revenues and certain operating expenses
relate to the operations of Wabash Crossing, Hickory Lake
Apartments, and Stone Mill Plaza (the "properties") while under
ownership previous to New Plan Realty Trust. Wabash Crossing and
Stone Mill Plaza are shopping centers and Hickory Lake Apartments
is a residential apartment complex. The accounts of Wabash
Crossing are for the twelve months ended December 31, 1993, its
normal business year and have been combined with the accounts of
the twelve months ending July 31, 1993 for the other properties.
The summary has been prepared on the accrual method of
accounting. Operating expenses include maintenance and repair
expenses, utilities, real estate taxes, insurance and certain
other expenses. In accordance with the regulations of the
Securities and Exchange Commission, mortgage interest expense,
depreciation, and general and administrative costs have been
excluded from operating expenses, as they are dependent upon a
particular owner, purchase price or financial arrangement.
Minimum future rentals for years ended July 31, under existing
commercial operating leases at the shopping centers being
reported on are approximately as follows (in thousands):
1994 - $1,649 1997 - $ 1,439
1995 - 1,539 1998 - 1,358
1996 - 1,505 thereafter - 18,170
The above assumes that all leases which expire are not renewed,
therefore neither renewal rentals nor rentals from replacement
tenants are included.
Minimum future rentals do not include contingent rentals which
may be received under certain leases on the basis of percentage
of reported tenants' sales volume, increases in Consumer Price
Indices, common area maintenance charges and real estate tax
reimbursements.
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
REQUIREMENTS PURSUANT TO RULE 3-14 REGULATION S-X
Part I MANAGEMENT ASSESSMENT
Management's assessment of the Properties prior to
acquisition includes, but is not limited to, the quality of the
tenant base, regional demographics, the competitive environment,
operating expenses and local property taxes. In addition, the
physical aspect of the property, location, condition and quality
of design and construction are evaluated. Management also always
conducts Phase I and II environmental tests. All factors, when
viewed in their entirety, have met management's acquisition
criteria. Management is not aware of any material factors
relating to the acquisition other than those discussed above.
Part II ESTIMATES OF NET INCOME AND FUNDS GENERATED FROM
CERTAIN PROPERTIES ACQUIRED (UNAUDITED)
The following presents an estimate of net income and funds
generated from the operation of the Properties for a twelve month
period based on the Historical Summary of Revenues and Certain
Operating Expenses for the Year Ended July 31, 1993 (attached).
These estimated results do not purport to present expected
results of operations for the Properties in the future and were
prepared on the basis described in the accompanying notes which
should be read in conjunction herewith.
Estimates of income:
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Operating income before depreciation and
mortgage interest expense $1,757,000
Less:
Estimated depreciation 439,000
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Estimated taxable operating income $1,318,000 (A)
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Estimates of funds generated:
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Estimated taxable operating income $1,318,000
Add: Estimated depreciation 439,000
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Estimate of funds generated $1,757,000 (A)
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(A) Estimates of operating income, net taxable income and funds
generated, do not include approximately $608,000 of revenue
increases that have occurred subsequent to August 1, 1993.
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO ESTIMATES OF NET INCOME AND FUNDS GENERATED FROM
CERTAIN PROPERTIES ACQUIRED
(UNAUDITED)
Basis of Presentation
1. Estimated depreciation was based upon an allocation of
the purchase price to land (20%) and building (80%)
with the depreciation being taken over a 40 year life
using the straight line method.
2. No income taxes have been provided because New Plan
Realty Trust is taxed as a real estate investment trust
under the provisions of the Internal Revenue Code.
Accordingly, the Trust does not pay Federal income tax
whenever income distributed to shareholders is equal to
at least 95% of real estate investment trust taxable
income and certain other conditions are met.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma condensed balance sheet at
October 31, 1993 reflects the acquisition of two shopping
centers, Wabash Crossing and Stone Mill Plaza, and a garden
apartment complex, Hickory Lake Apartments.
The pro forma condensed statements of income for the year
ended July 31, 1993 and the three months ended October 31, 1993
assume the acquisition of these properties as if they had
occurred as of August 1, 1992 and 1993, respectively. This pro
forma information is based on the historical statements of the
Trust after giving effect to the acquisition of these properties.
The unaudited pro forma condensed financial statements have
been prepared by New Plan Realty Trust management. The unaudited
pro forma condensed statements of income may not be indicative of
the results that would have actually occurred if the
acquisitions had been in effect on the dates indicated. Also,
they may not be indicative of the results that may be achieved in
the future. The unaudited pro forma condensed financial
statements should be read in conjunction with New Plan Realty
Trust's audited financial statements as of July 31, 1993 and for
the year then ended (which are contained in the Trust's Form 10-
K for the year ended July 31, 1993) and the unaudited financial
statements as of October 31, 1993 and for the three months then
ended (which are contained in the Trust's Form 10-Q for the
period ended October 31, 1993) and the accompanying notes.
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<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
THREE MONTHS ENDED OCTOBER 31, 1993
<CAPTION>
HISTORICAL PRO FORMA
AS REPORTED ACQUISITIONS ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C> <C>
Rental Revenues $20,057,000 $698,000 $ 152,000 (2) $20,907,000
Interest And Dividends 1,847,000 (249,000) (3) 1,598,000
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21,904,000 698,000 ( 97,000) 22,505,000
Operating Expenses 6,693,000 259,000 (2) 6,952,000
Depreciation Expense 2,400,000 110,000 (4) 2,510,000
Mortgage Interest Expense 450,000 450,000
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12,361,000 439,000 (207,000) 12,593,000
Other Deductions 791,000 791,000
Other Income 494,000 494,000
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Net Income $12,064,000 $439,000 ($207,000) $12,296,000
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Net Income Per Share $.25 $.25
Average Shares Outstanding 49,005,000 49,005,000
</TABLE>
<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1993
<CAPTION>
PREVIOUSLY REPORTED
HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED
AS REPORTED ACQUISITIONS ADJUSTMENTS PRO FORMA ACQUISITIONS(5) ADJUSTMENTS PRO FORMA
---------------------------------------- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RENTAL REVENUES $65,308,000 $2,792,000 $ 608,000 (2) $68,708,000 $8,674,000 $ 1,534,000 $78,916,000
INTEREST AND DIVIDENDS 11,001,000 (944,000) (3) 10,057,000 (2,869,000) 7,188,000
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76,309,000 2,792,000 (336,000) 78,765,000 8,674,000 (1,335,000) 86,104,000
OPERATING EXPENSES 22,440,000 1,035,000 439,000 (4) 23,475,000 3,059,000 26,534,000
DEPRECIATION EXPENSE 7,574,000 8,013,000 1,334,000 9,347,000
MORTGAGE INTEREST EXPENSE 1,386,000 1,386,000 1,386,000
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44,909,000 1,757,000 (775,000) 45,891,000 5,615,000 (2,669,000) 48,317,000
OTHER DEDUCTIONS 2,620,000 2,620,000 2,620,000
OTHER INCOME 940,000 940,000
940,000
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NET INCOME $43,229,000 $1,757,000 $(775,000) $44,211,000 $5,615,000 ($2,669,000) $47,157,000
=========== ========== ========= =========== ========== =========== ===========
EARNINGS PER SHARE $.89 $.91 $.97
AVERAGE SHARES
OUTSTANDING 48,838,346 48,838,346 48,838,346
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
</TABLE>
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<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AS OF OCTOBER 31, 1993
<CAPTION>
PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
ASSETS:
REAL ESTATE $407,630,000 $21,961,000 (1) $429,591,000
CASH, CASH EQUIVALENTS, MKT
SEC AND OTHER
INVESTMENTS 108,915,000 (21,961,000)(1) 86,954,000
OTHER 13,072,000 13,072,000
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TOTAL ASSETS $529,617,000 $529,617,000
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LIABILITIES:
MORTGAGES PAYABLE $ 17,429,000 $ 17,429,000
OTHER LIABILITIES 11,635,000 11,635,000
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29,064,000 29,064,000
SHAREHOLDERS' EQUITY 500,553,000 500,553,000
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $529,617,000 $529,617,000
============ ============
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
</TABLE>
<PAGE>
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. Represents the acquisition of the Properties for cash.
2. Amounts as reported have been adjusted by historical results
for the year ended July 31, 1993. These adjustments to the
Pro Forma Condensed Statements of Income (Unaudited) have
the effect of reflecting the results for the year ended July
31, 1993 and the three months ended October 31, 1993 as if
the Properties had been acquired as of August 1, 1992 and
1993 respectively. Pro forma adjustments to rental revenue
includes increases in rent as if such increase occurred at
the beginning of the period.
3. The reduction in interest and dividend income is due to the
actual use of cash and cash equivalents to pay the purchase
price of the acquisitions. The average rate of return for
the year ended July 31, 1993 and the three months ended
October 31, 1993 was 4.3% and 4.5% respectively.
4. Estimated depreciation was based upon an allocation of the
purchase price to land (20%) and building (80%) with the
depreciation being taken over a 40 year life using the
straight line method.
5. Refer to Form 8 Amendment No. 1 dated October 6, 1993 and
Form 8 Amendment No. 1 dated January 13, 1994 for previously
reported amounts.
