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 June 10, 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 May 20, 1994 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:___________________________
Michael I. Brown
Chief Financial Officer,
Controller
Dated: June 10, 1994<PAGE>
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
Included herewith are the following financial statements
reflecting the acquisition of four shopping centers: Western Village,
Brentwood Plaza, Hamilton Plaza and Albany Plaza.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated June 8, 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, New York 10036
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying Historical Summary of Revenues and
Certain Operating Expenses of Western Village, Brentwood Plaza, Hamilton
Plaza and Albany Plaza (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 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.
June 8, 1994
New York, New York
CERTAIN PROPERTY ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING
EXPENSES FOR THE YEAR ENDED JUNE 30, 1993
Rental Income $4,023,004
Repairs and maintenance $238,599
Real estate taxes 519,491
Certain operating expenses 139,296 $ 897,386
__________ ___________
Excess of revenues over
certain operating expenses $3,125,618
___________
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relate
to the operations of Western Village, Brentwood Plaza, Hamilton Plaza
and Albany Plaza (the "Properties"), while under ownership previous to
New Plan Realty Trust. The Properties are shopping centers.
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 December 31, under existing
commercial operating leases at the shopping center being reported on are
approximately as follows (in thousands):
1994 - $3,222 1997 - $2,288
1995 - 3,162 1998 - 1,722
1996 - 2,975 thereafter - 7,356
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 AND SUBSIDIARIES
INFORMATION PURSUANT TO RULE 3-14 REGULATION S-X
Part I MANAGEMENT ASSESSMENT
Management's assessment of the Property 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.
<PAGE>
<PAGE>
Part II ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED FROM
CERTAIN PROPERTY ACQUIRED (UNAUDITED)
a. The following presents an estimate of net income and funds
generated from the operation of the acquired Property 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 Property 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 and
mortgage interest expense $3,126
Less:
Estimated depreciation 515
________
Estimated taxable operating income $2,611
========
Estimates of funds generated:
______________________________________
Estimated taxable operating income $2,611
Add: Estimated depreciation 515
______
Estimate of funds generated $3,126
=======
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>
<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.
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 four shopping centers (Western
Village and Brentwood Plaza on May 5, 1994 and Hamilton Plaza and Albany
Plaza on May 12, 1994) 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 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
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.
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 $ 3,017 $72,285
Interest And Dividends 3,785 ($ 908) (3,4) 2,877
______________________________
73,053 3,017 (908) 75,162
Operating Expenses 24,087 673 24,760
Depreciation Expense 8,241 386 (3,5) 8,627
Mortgage and Other
Interest 1,417 1,417
______________________________
39,308 2,344 (1,294) 40,358
Other Deductions 2,156 2,156
Other Income 991 991
Net Income $38,143 $ 2,344 ($1,294) 39,193
===============================
Net Income Per Share $.78 $.80
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 $4,023 $69,331 $13,203 $2,469 $85,003
INTEREST AND DIVIDENDS 11,001 ($1,133)(3,4) 9,868 (4,576) 5,292
___________________________________ ___________________________________________________
76,309 4,023 (1,133) 79,199 13,203 ($2,107) 90,295
OPERATING EXPENSES 22,400 897 23,337 4,377 27,714
DEPRECIATION EXPENSE 7,574 515 (3,5) 8,089 2,128 10,217
MORTGAGE AND OTHER INTEREST 1,386 1,386 1,386
___________________________________ ___________________________________________________
44,909 3,126 (1,648) 46,387 8,826 (4,235) 50,978
OTHER DEDUCTIONS 2,620 2,620 2,620
OTHER INCOME 940 940 940
___________________________________ ___________________________________________________
NET INCOME $43,229 $3,126 ($1,648) $44,707 $ 8,826 ($4,235) $49,298
=================================== ===================================================
EARNINGS PER SHARE $.89 $.92 $1.01
AVERAGE SHARES
OUTSTANDING 48,838 48,838 48,838
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
/TABLE
<PAGE>
<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 $ 25,750(1) $538,942
CASH, CASH EQUIVALENTS, MKT
SEC AND OTHER INVESTMENTS 38,545 (25,750)(1) 12,795
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 Property 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 Property 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 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 nine months ended January 31, 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. Refer to Form 8-K/A-Amendment No. 1 dated May 27, 1994 for
previously reported amounts.
