SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
---------------------------------
Date of Report October 6, 1994 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 August 8, 1994, as set forth in the pages
attached 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:_____________________________
Michael I. Brown
Chief Financial Officer,
Controller
Dated: October 6, 1994<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Statements and Exhibits.
Included herewith are the following financial statements
reflecting the acquisition of The Pines Apartments, Cedar Village
Apartments and Paddock Place Apartments.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated October 4, 1994.
2. Certain properties acquired - Historical summary of
revenues and certain operating expenses for the year ended December
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
nine months ended April 30, 1994 and the twelve
months ended July 31, 1993.
(b) Pro forma condensed balance sheet as at April 30,
1994.
(c) Notes to pro forma condensed financial statements.
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Historical Summary of Revenues and
Certain Operating Expenses of The Pines Apartments, Cedar Village
Apartments and Paddock Place Apartments (the "Properties") for the
year ended December 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 Property's
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.
<PAGE>
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY
OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1993
Rental Income $2,607,683
Repairs and maintenance $ 247,366
Real estate taxes 177,535
Certain operating expenses 155,884 580,785
--------- ----------
Excess of revenues over
certain operating expenses $2,026,898
==========
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses
relates to the operations of The Pines Apartments, Cedar Village
Apartments and Paddock Place Apartments (the "Properties") while
under ownership previous to New Plan Realty Trust. The Properties
are residential apartment complexes.
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.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INFORMATION 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 Properties, 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 TAXABLE OPERATING INCOME AND FUNDS GENERATED
FROM CERTAIN PROPERTIES ACQUIRED (UNAUDITED)
a. The following presents an estimate of taxable net income and
funds generated from the operation of the acquired Properties
for a twelve month period ended December 31, 1993 based on the
Historical Summary of Revenues and Certain Operating Expenses
for the Year Ended December 31, 1993. 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 taxable operating income: (000 omitted)
- - -------------------------------------------
Operating income before depreciation
expense $2,027
Less:
Estimated depreciation 306
Estimated taxable operating income $1,721
Estimates of funds generated:
- - -------------------------------------------
Estimated taxable operating income $1,721
Add: Estimated depreciation 306
------
Estimate of funds generated $2,027
======
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).<PAGE>
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
April 30, 1994 reflects the acquisition of The Pines Apartments,
Cedar Village Apartments and Paddock Place Apartments as if the
transaction had occurred on that date.
The pro forma condensed statements of income for the year
ended July 31, 1993 and the nine months ended April 30, 1994 assume
the acquisition of this property as if it 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 this property.
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 had the acquisitions
been made 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 April 30, 1994
and for the nine months then ended (which are contained in the
Trust's Form 10-Q for the period ended April 30, 1994) and the
accompanying notes.<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
NINE MONTHS ENDED APRIL 30, 1994
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITIONS ADJUSTMENTS(2) PRO FORMA
----------- ------------ -------------- ----------
Rental Revenues $69,268 1,956 71,224
Interest And Dividends 3,785 (459) (3,4) 3,326
73,053 1,956 (459) 74,550
Operating Expenses 24,087 436 225 (6) 24,748
Depreciation Expense 8,241 230 (3,5) 8,471
Mortgage and Other
Interest 1,417 1,417
39,308 1,520 (914) 39,914
Other Deductions 2,156 2,156
Other Income 991 991
Net Income $38,143 1,520 (914) 38,749
Net Income Per Share $.78 $.79
Average Shares
Outstanding 49,148 49,148
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1993
(In thousands except for per share amounts)
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>
RENTAL REVENUES $65,308 $2,608 $67,916 $18,384 $2,469 $88,769
INTEREST AND DIVIDENDS 11,001 ($658)(3,4) 10,343 (6,040) 4,303
__________________________________________ ___________________________________________________
76,309 2,608 (658) 78,259 18,384 ($3,571) 91,072
OPERATING EXPENSES 22,440 581 300 (6) 23,321 5,711 29,032
DEPRECIATION EXPENSE 7,574 154 (3,5) 7,880 2,797 10,677
MORTGAGE AND OTHER INTEREST 1,386 1,386 1,386
___________________________________ ____________________________________________________
44,909 2,027 (1,264) 45,672 12,673 (6,368) 51,977
OTHER DEDUCTIONS 2,620 2,620 2,620
OTHER INCOME 940 940 940
___________________________________ ___________________________________________________
NET INCOME $43,229 $2,027 ($1,264) $43,992 $12,673 ($6,368) $50,297
=================================== ===================================================
EARNINGS PER SHARE $.89 $1.03
AVERAGE SHARES
OUTSTANDING 48,838 48,838
</TABLE>
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AS OF APRIL 30, 1994
(In Thousands)
PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
ASSETS:
REAL ESTATE $513,192 $ 15,310 $528,502
CASH, CASH EQUIVALENTS, MKT
SEC AND OTHER INVESTMENTS 38,545 (15,310) 23,235
OTHER 13,447 13,447
________ ________
TOTAL ASSETS $565,184 $565,184
======== ========
LIABILITIES:
MORTGAGES PAYABLE $ 28,140 $ 28,140
NOTES PAYABLE 25,000 25,000
OTHER LIABILITIES 10,741 10,741
________ ________
63,881 63,881
SHAREHOLDERS' EQUITY 501,303 501,303
________ ________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $565,184 $565,184
======== ========
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
<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 December 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 nine months ended April 30, 1994 as if
the Properties had been acquired as of August 1, 1992 and
1993 respectively.
3. Pro Forma Adjustments to the Pro Forma Condensed Statement
of Income (Unaudited) for the year ended July 31, 1993
includes adjustments to interest and dividends and
depreciation expense to give effect to including the
acquired property as if it 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 acquisition. The average rate of return for
the year ended July 31, 1993 and the nine months ended April
30, 1994 was 4.3% and 4% 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. The Pro Forma Adjustment to the Pro Forma Condensed
Statement of Income (Unaudited) for the year ended July 31,
1993 and the nine months ended April 30, 1994 are estimated
additional operating costs.
7. Refer to Form 8-K/A-Amendment No. 1 dated September 1, 1994
for previously reported amounts.
