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
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Date of Report May 31, 1995 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 30, 1995, 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: /s/ Michael I. Brown
------------------------
Michael I. Brown
Chief Financial Officer, Controller
Dated: May 31, 1995<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Statements and Exhibits.
A. Financial Statements.
Included herewith are the following financial statements
reflecting the acquisition of Sweetwater Village, Cloverdale Village, St.
Mary's Plaza, Cedartown Shopping Center, York Marketplace, Liberty Plaza
and Arlington Apartments.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated May 30, 1995.
2. Certain properties acquired - Historical summary of revenues
and certain operating expenses for various year ends.
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 six
months ended January 31, 1995 and the twelve months
ended July 31, 1994.
(b) Pro forma condensed balance sheet as at January 31,
1995.
(c) Notes to pro forma condensed financial statements.
B. Exhibits
Included herewith is Exhibit No. 23, the Consent of the
Independent Public Accountants.
<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 Sweetwater Village, Cloverdale Village, St. Mary's
Plaza, Cedartown Shopping Center, Liberty Plaza, York Marketplace and
Arlington Apartments (the "Properties") for various year ends (see Note).
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.
<PAGE>
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR VARIOUS YEAR ENDS
Rental Income $5,558,345
Repairs and maintenance $514,379
Real estate taxes 385,424
Other operating expenses 460,607 1,360,410
------- ---------
Excess of revenues over
certain operating expenses $4,197,935
==========
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates
to the operations of Sweetwater Village, Cloverdale Village, St. Mary's
Plaza, Cedartown Shopping Center, York Marketplace, Liberty Plaza and
Arlington Apartments (the "Properties") while under ownership previous to
New Plan Realty Trust. The Properties are shopping centers except for
Arlington Apartments, a residential complex. Although the Properties have
various fiscal year ends, the summary includes twelve months of prior
owners' operations before acquisition.
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):
1995 - $5,177 1998 - $4,098
1996 - 4,886 1999 - 3,625
1997 - 4,587 thereafter - 37,639
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 volumes, increases in Consumer Price Indices, common area
maintenance charges and real estate tax reimbursement.<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 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.
<PAGE>
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 various
year ends (all of which include twelve months of the prior owners'
operations before acquisition by New Plan Realty Trust) based on the
Historical Summary of Revenues and Certain Operating Expenses. 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 $4,198
Less:
Estimated depreciation 940
------
Estimated taxable operating income $3,258
Estimates of funds generated:
- - -----------------------------------------
Estimated taxable operating income* $3,258
Add: Estimated depreciation 940
------
Estimate of funds generated* $4,198
======
- - -----------------------------------------
* Estimates of taxable operating income and funds generated do not
include approximately $583,000 of revenue increases that occurred
subsequent to the beginning of the historical years audited.<PAGE>
b. Estimated taxable income for New Plan Realty Trust (including the
acquired properties) for the various year ends 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 January
31, 1995 reflects the acquisition of the Properties as if the transaction
had occurred on that date.
The pro forma condensed statements of income for the year ended July
31, 1994 and the six months ended January 31, 1995 assume the acquisition
of this property as if it had occurred as of August 1, 1993 and 1994,
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, 1994 and for the year then
ended (which are contained in the Trust's Form 10-K for the year ended
July 31, 1994) and the unaudited financial statements as of January 31,
1995 and for the six months then ended (which are contained in the Trust's
Form 10-Q for the period ended January 31, 1995) and the accompanying
notes.<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JANUARY 31, 1995
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION ADJUSTMENTS(2) PRO FORMA
Rental Revenues $60,365 $2,779 ($509)(6) $62,635
Interest and
Dividends 1,658 1,658
-------------------------------------- -----
62,023 2,779 (509) 64,293
Operating Expenses 20,954 680 (211) 21,423
Depreciation Expense 7,129 356(3,5) 7,485
Interest Expense 1,662 1,238(3,4) 2,900
--------------------------------------- -----
32,278 2,099 (1,892) 32,485
Other Deductions 1,172 1,172
--------------------------------------- -----
Net Income $31,106 2,099 (1,892) 31,313
======================================= =====
Net Income Per Share $.59 $.59
Average Shares
Outstanding 52,719 52,719
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1994
(In thousands except for per share amounts)
RENTAL REVENUES $96,384 $5,558 $583(6) $102,525
INTEREST AND DIVIDENDS 4,571 4,571
------------------------------------- -------
100,955 $5,558 583 107,096
OPERATING EXPENSE 33,284 1,360 34,644
DEPRECIATION EXPENSE 11,342 940(3,5) 12,282
INTEREST EXPENSE 2,289 3,309(3,4) 5,598
-------------------------------------- ------
54,040 4,198 (3,666) 54,572
OTHER DEDUCTIONS 2,713 2,713
OTHER INCOME 990 990
------ ------
NET INCOME $52,317 4,198 (3,666) 52,849
====================================== ======
EARNINGS PER SHARE $1.06 $1.07
AVERAGE SHARES
OUTSTANDING 49,502 49,502
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 JANUARY 31, 1995
(In Thousands)
PRO FORMA
AS REPORTED ADJUSTMENTS(1) PRO FORMA
----------- -------------- -----------
ASSETS:
REAL ESTATE $626,144 $ 25,967 $652,111
CASH, CASH EQUIVALENTS, MKT
SEC AND OTHER INVESTMENTS 37,876 37,876
OTHER 13,710 13,710
-------- -------- ------
TOTAL ASSETS $677,730 $ 25,967$703,697
========= ======== ========
LIABILITIES:
MORTGAGES PAYABLE $ 33,353 $ 33,353
NOTES PAYABLE 63,000 $25,967 88,967
OTHER LIABILITIES 13,527 13,527
-------- ------- -------
109,880 25,967 135,847
SHAREHOLDERS' EQUITY 567,850 567,850
-------- ------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $677,730 $25,967 $703,697
======== ======= ========
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 obtained from
the Trust's unsecured $100 million revolving line of credit.
2. Amounts as reported have been adjusted by historical results. These
adjustments to the Pro Forma Condensed Statements of Income
(Unaudited) have the effect of reflecting the results for the year
ended July 31, 1994 and the six months ended January 31, 1995 as if
the Properties had been acquired as of August 1, 1993 and 1994
respectively.
3. Pro Forma Adjustments to the Pro Forma Condensed Statement of Income
(Unaudited) for the year ended July 31, 1994 and the six months ended
January 31, 1995 includes adjustments to interest and depreciation
expense to give effect to including the acquired property as if it had
been acquired on August 1, 1993 and 1994, respectively. (See Notes 4
and 5.)
4. Pro Forma Adjustments to the Pro Forma Condensed Statements of Income
(Unaudited) for the year ended July 31, 1994 and the six months ended
July 31, 1995 include interest expense for the borrowing of funds to
pay the purchase price of the acquisition. The interest rate used for
calculating the cost of borrowed funds for the year ended July 31,
1994 and the six months ended January 31, 1995 was 6.5% which was the
rate of interest on the Trust's revolving line of credit at January
31, 1995. In addition, the adjustment includes the interest cost
applicable to the mortgage obligations that were assumed upon the
purchase of the Properties.
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. Pro Forma Adjustments to the Pro Condensed Statements of Income
(Unaudited) for the year ended July 31, 1994 and the six months ended
July 31, 1995 include an increase in rental revenues of $583,000 and
$292,000, respectively. This adjustment is a result of revenue
increases that occurred subsequent to the beginning of the period on
which "Historical Acquisition" adjustments are based.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
23 Consent of Independent Accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-53311, 33-
58596 and 33-58484) and on Form S-8 (33-57946) of our report dated May 30,
1995, on our audit of the Historical Summary of Revenues and Certain
Operating Expenses of certain properties acquired by New Plan Realty Trust
(the "Trust") for various year ends, which is included in this Amendment
No. 1 on Form 8-K/A of the Trust dated May 31, 1995.
EICHLER, BERGSMAN & CO., LLP
New York, New York
May 31, 1995
