SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report November 17, 1993 Commission file number 1-8459
New Plan Realty Trust
(Exact name of registrant as specified in charter)
Massachusetts 13-1995781
(State of Incorporation) (IRS Employer Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices)
(212) 869-3000
(Registrant's telephone number)
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report on
Form 8-K dated November 17, 1993 as set forth in the pages attaches hereto:
Item 7. Financial Statements and Exhibits.
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.
NEW PLAN REALTY TRUST
(Registrant)
By: /s/ Michael I. Brown
Michael I. Brown
Chief Financial Officer, Controller
Dated: April 20, 1994<PAGE>
<PAGE>
Item 7. Financial Statements and Exhibits.
Included herewith are the following financial statements
reflecting the acquisitions of Heritage Square, Georgetown Square, Eastgate
Shopping Center, Charlestown @ Douglass Hills and Ashford Place.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated January 4, 1994.
2. Certain properties acquired - Historical summary of revenues and
certain operating expenses for the year ended December 31, 1992.
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.
(b) Pro forma condensed balance sheet as at October 31, 1993.
(c) Notes to pro forma condensed financial statements.
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CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING
EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1992
Rental Income $4,788,523
Repairs and maintenance $666,133
Real estate taxes $400,196
Certain operating expenses $608,821 $1,675,150
Excess of revenues over
certain operating expenses $3,113,373
NOTE:
The historical summary of revenues and certain operating expenses relate to
the operations of three shopping centers: Heritage Square, Georgetown Square
and Eastgate Shopping Center, and two garden apartment complexes:
Charlestown @ Douglass Hills and Ashford Place (collectively, the
"properties") while under ownership previous to New Plan Realty Trust.
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 prices 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 - $2,871 1997 - $ 2,279
1995 - 2,589 1998 - 1,978
1996 - 2,448 thereafter - 16,243
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.
<PAGE>
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying Historical Summary of Revenues and Certain
Operating Expenses of Heritage Square, Georgetown Square, Eastgate Shopping
Center, Charlestown @ Douglass Hills and Ashford Place (the "Properties")
for the year ended December 31, 1992. 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 presents 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
January 4, 1994<PAGE>
<PAGE>
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)
a. The following presents an estimate of net income and funds
generated from the operation of the acquired Properties for a twelve month
period ended December 31, 1992 based on the Historical Summary of Revenues
and Certain Operating Expenses for the Year Ended December 31, 1992. 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:
$3,113,000
Operating income before depreciation and
mortgage interest expense
Less:
Estimated depreciation 732,000
Estimated taxable operating income 2,381,000(*)
Estimates of funds generated:
Estimated taxable operating income 2,381,000
Add: Estimated depreciation 732,000
Estimate of funds generated 3,113,000(*)
(*) Estimates of operating income, net taxable income and funds generated
do not include approximately 759,000 of annualized revenue increases
that have occurred subsequent to December 31, 1992.
b. Estimated taxable income for New Plan Realty Trust (including the
acquired Properties) for the year ended July 31, 1993 is approximately the
same as Pro Forma net income and Revised Pro Forma net income reported on
the Pro Forma Condensed Statement of Income (Unaudited).
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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>
<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 three shopping centers: Heritage
Square (8/93), Georgetown Square (9/93), Eastgate Shopping Center (11/93),
and two garden apartments: Charlestown at Douglass Hills (9/93) and Ashford
Place (10/93).
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.<PAGE>
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
THREE MONTHS ENDED OCTOBER 31, 1993
HISTORICAL PRO FORMA
AS REPORTED ACQUISITIONS ADJUSTMENTS PRO FORMA
Rental Revenues $20,057,000 $1,197,000 ($349,000) (3) $20,905,000
Interest And
Dividends 1,847,000 (165,000) (4) 1,682,000
21,904,000 1,197,000 (514,000) 22,587,000
Operating Expenses 6,693,000 419,000 (121,000) 6,991,000
Depreciation Expense 2,400,000 109,000 (5) 2,509,000
Mortgage Interest
Expense 450,000 450,000
___________ __________ ___________ __________
12,361,000 778,000 (502,000) 12,637,000
Other Deductions 791,000 791,000
Other Income 494,000 494,000
___________ __________ ___________ __________
Net Income $12,064,000 778,000 ($502,000) 12,340,000
___________ __________ ___________ ___________
Net Income Per Share $.25 $.25
Average Shares
Outstanding 49,005,000 49,005,000
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<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(2) PRO FORMA ACQUISITIONS(6) ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RENTAL REVENUES $65,308,000 $4,788,000 $759,000 (3) $70,855,000 $3,886,000 $775,000 $75,516,000
INTEREST AND DIVIDENDS 11,001,000 (1,574,000) (4) 9,427,000 (1,295,000)(3) 8,132,000
___________ __________ __________ ___________ __________ __________ ___________
76,309,000 4,788,000 (815,000) 80,282,000 3,886,000 (520,000) 83,648,000
OPERATING EXPENSES 22,440,000 1,675,000 24,115,000 1,384,000 25,499,000
DEPRECIATION EXPENSE 7,574,000 732,000 (5) 8,306,000 602,000 8,908,000
MORTGAGE INTEREST EXPENSE 1,386,000 1,386,000 1,386,000
___________ __________ __________ ___________ __________ __________ ___________
44,909,000 3,113,000 (1,547,000) 46,475,000 2,502,000 (1,122,000) 47,855,000
OTHER DEDUCTIONS 2,620,000 2,620,000 2,620,000
OTHER INCOME 940,000 940,000 940,000
___________ __________ __________ ___________ __________ __________ ___________
NET INCOME $43,229,000 $3,113,000 ($1,547,000) $44,795,000 $2,502,000 ($1,122,000) $46,175,000
EARNINGS PER SHARE $.89 $.92 $.95
AVERAGE SHARES
OUTSTANDING 48,838,346 48,838,346 48,838,346
</TABLE>
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AS OF OCTOBER 31, 1993
PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
ASSETS:
REAL ESTATE $407,630,000 $36,594,000(1) $444,224,000
CASH, CASH EQUIVALENTS, MKT
SEC AND OTHER INVESTMENTS 108,915,000 (36,594,000)(1) 72,321,000
OTHER 13,072,000 13,072,000
TOTAL ASSETS $529,617,000 $529,617,000
LIABILITIES:
MORTGAGES PAYABLE $ 17,429,000 17,249,000
OTHER LIABILITIES 11,635,000 11,635,000
____________ ___________
29,064,000 29,064,000
SHAREHOLDERS' EQUITY 500,553,000 500,553,000
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $529,617,000 529,617,000
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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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 December 31, 1992. 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.
3. Pro Forman adjustments to the Pro Forma Condensed Statement of Income
(Unaudited) for the year ended July 31, 1993 includes:
a. A $759,000 increase in rental revenues to reflect transactions
that occurred during or subsequent to the year ended December 31,
1992 and are not fully reflected in the historical acquisitions
amounts.
b. Adjustments to interest and dividends and depreciation expenses
to give effect to including the acquired properties as if they
had been acquired on August 1, 1992. (See Notes 4 and 5.)
4. 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.
5. 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.
6. Refer to Form 8 Amendment No. 1 dated October 6, 1993 for previously
reported amounts.
