SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
-----------------------------------------------
Date of Report May 19, 1998 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
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
and Controller
Dated: May 19, 1998
<PAGE>
ITEM 5. OTHER EVENTS
New Plan Realty Trust (the "Trust) purchased seven properties
for an aggregate purchase price of approximately $62.2 million of which $38.0
million was paid in cash and approximately $24.2 million was in assumed mortgage
debt. This was the estimated fair market value of such properties. Additional
information regarding the seven properties is set forth below.
<TABLE>
<CAPTION>
PROPERTY Date of Acres Gross Seller Occupancy
Acquisition Leasable
Area or
Units
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EASTGREEN ON THE 1/29/98 45 360 EASTGREEN 94%
COMMONS LIMITED
APARTMENTS PARTNERSHIP
Reynoldsburg, OH
- ------------------------------------------------------------------------------------------------------------------------------------
TINTON FALLS 1/30/98 7 101,000 AJN FRONT LLC 98%
PLAZA
Tinton Falls, NJ
- ------------------------------------------------------------------------------------------------------------------------------------
Principal tenants are: Burlington Coat Factory, WOW Fitness Center, Hollywood
Video
- ------------------------------------------------------------------------------------------------------------------------------------
SOUTHFIELD PLAZA 2/12/98 9 107,000 SOUTHFIELD & 93%
Southfield, MI PLAYFIELD,
INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Principal tenants are: Farmer Jack, Blockbuster Video
- ------------------------------------------------------------------------------------------------------------------------------------
LAKE DRIVE PLAZA 2/12/98 14 148,000 AGENOR LP 79%
Vinton, VA
- ------------------------------------------------------------------------------------------------------------------------------------
Principal tenants are: Kroger, Big Lots, Revco, Blockbuster Video
- ------------------------------------------------------------------------------------------------------------------------------------
BRICE PARK 3/4/98 15 135,000 CHANTRY 100%
SHOPPING CENTER SQUARE JOINT
Reynoldsburg, OH VENTURE
- ------------------------------------------------------------------------------------------------------------------------------------
Principal tenants are: Sun TV, Michael's Old Navy, Petco, Frisch's Restaurant,
Firestone, Cellular One, Picway Shoes
- ------------------------------------------------------------------------------------------------------------------------------------
COLONIAL 4/1/98 13 128,000 FLORIDA 100%
MARKETPLACE INCOME
Orlando, FL PROPERTY LP
- ------------------------------------------------------------------------------------------------------------------------------------
Principal tenants are: Service Merchandise, Office Max
- ------------------------------------------------------------------------------------------------------------------------------------
HUNTING HILLS 4/2/98 15 166,000 GRAY LUMBER 98%
SHOPPING CENTER COMPANY ET AL
Roanoke, VA
- ------------------------------------------------------------------------------------------------------------------------------------
Principal tenants are: Walmart, JoAnn Fabrics
</TABLE>
Audited statements of revenue and certain operating expenses and pro
forma financial information reflecting the acquisition of the seven properties
are included in this Current Report on Form 8-K.
- 2 -
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Financial Statements of Businesses Acquired and
Pro Forma Financial Information.
1. Reports of Eichler, Bergsman & Co., LLP, Independent
Certified Public Accountants, dated November 26, 1997
and April 11, 1998.
2. Certain properties acquired - Historical Summary of
Combined Revenues and Certain Operating Expenses for
the years ended September 30, 1997 and October 31,
1997.
3. In addition, the following pro forma financial
information is provided to reflect all seven
properties acquired:
(i) New Plan Realty Trust and Subsidiaries -
Information pursuant to Rule 3-14 of
Regulation S-X.
(ii) New Plan Realty Trust and Subsidiaries - Pro
forma condensed consolidated financial
statements (unaudited):
(a) Pro forma condensed consolidated
statement of income for the year
ended July 31, 1997.
(b) Pro forma condensed consolidated
statement of income for the six
months ended January 31, 1998.
(c) Pro forma condensed consolidated
balance sheet as of January 31,
1998.
(d) Notes to pro forma condensed
consolidated financial statements.
(c) Exhibits
Included herewith is Exhibit No. 23, the Consent of the
Independent Accountants.
- 3 -
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
INDEPENDENT AUDITORS' REPORT
----------------------------
We have audited the accompanying Historical Summary of Revenues and Certain
Operating Expenses of Eastgreen on the Commons Apartments (the "Property") for
the year ended September 30, 1997. 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.
Those 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.
EICHLER, BERGSMAN & CO., LLP
New York, New York
November 26, 1997
- 4 -
<PAGE>
NEW PLAN REALTY TRUST
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES
AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED SEPTEMBER 30, 1997
(In Thousands)
Rental income $ 2,076
- --------------------------------------------------------------------------------
Repairs and maintenance $ 212
- --------------------------------------------------------------------------------
Real estate taxes 132
- --------------------------------------------------------------------------------
Other operating expenses 819 1,163
------- -------
- --------------------------------------------------------------------------------
Excess of revenues over certain operating expenses $ 913
-------
NOTES:
The Historical Summary of Revenues and certain Operating Expenses relates to the
operation of Eastgreen on the Commons Apartments (the "Property") while under
ownership previous to New Plan Realty Trust. The Property is a residential
apartment complex.
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.
- 5 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
We have audited the accompanying Historical Summary of Combined Revenues and
Certain Operating Expenses of Brice Park Shopping Center, Colonial Marketplace,
Lake Drive Plaza, Tinton Falls Plaza, Hunting Hills Shopping Center, and
Southfield Plaza (the "Properties") for the year ended October 31, 1997. 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.
Those 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 & CO., LLP
New York, New York
April 11, 1998
- 6 -
<PAGE>
HISTORICAL SUMMARY OF COMBINED REVENUES AND
CERTAIN OPERATING EXPENSES OF
CERTAIN PROPERTIES ACQUIRED
FOR THE YEAR ENDED OCTOBER 31, 1997
(In Thousands)
Rental income $ 6,441
- --------------------------------------------------------------------------------
Repairs and maintenance $ 201
- --------------------------------------------------------------------------------
Real estate taxes 797
- --------------------------------------------------------------------------------
Other operating expenses 396 1,394
------- -------
- --------------------------------------------------------------------------------
Excess of revenues over certain operating expenses $ 5,047
-------
NOTE:
The Historical Summary of Combined Revenues and certain Operating Expenses
relates to the operation of Brice Park Shopping Center, Colonial Marketplace,
Lake Drive Plaza, Tinton Falls Plaza, Hunting Hills Shopping Center, and
Southfield Plaza (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 price or financial
arrangement.
Minimum future rentals for the years ended July 31 under existing commercial
operating leases at shopping centers being reported are approximately as follows
(in thousands):
1998 $ 3,094 2001 $ 5,167
- ---------------------------------------------------------------------
1999 5,887 2002 4,492
- ---------------------------------------------------------------------
2000 5,603 Thereafter 17,997
The above assumes that all leases which expire are not renewed, therefore,
neither renewal rentals nor retail 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.
- 7 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INFORMATION PURSUANT TO RULE 3-14 OF REGULATION S-X
Part I MANAGEMENT ASSESSMENT
Management's assessment of the seven 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 seven properties,
location, condition and quality of design and construction are evaluated.
Management also always conducts Phase I 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 unaudited statement is a Pro Forma estimate for
a twelve month period of taxable income and funds available
from operations. The Pro Forma statement is based on the
Trust's historical operating results for the year ended July
31, 1998 adjusted for the historical operations of the seven
acquired properties. These estimated results do not purport to
present expected results of operations for the seven
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 (In Thousands)
Taxable operating income before depreciation expense $108,137*
Less:
Estimated depreciation 27,568
--------
Estimated taxable operating income $ 80,569
========
Estimated funds generated:
Estimated taxable operating income $ 80,569
Add: Estimated depreciation 27,568
--------
Estimate of funds generated $108,137*
========
* Estimates of operating income, net taxable income and funds generated do not
include approximately $500,000 of revenue from leases that commenced after
the year ended July 31, 1997.
- 8 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED
FROM CERTAIN PROPERTIES ACQUIRED
(UNAUDITED)
Basis of Presentation
1. Depreciation expense was based upon an estimated useful life of 39 years
for commercial properties and 27.5 years for residential properties
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.
- 9 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The unaudited pro forma condensed consolidated statements of income for the
year ended July 31, 1997 and the six months ended January 31, 1998 reflect the
acquisition of the seven properties as if the transactions and other
acquisitions made during the year had occurred on August 1, 1996. This pro forma
information is based on the historical statement of the Trust after giving
effect to the acquisition of these properties.
The following unaudited pro forma condensed consolidated balance sheet as of
January 31, 1998 reflects the acquisition of the five properties acquired after
January 31, 1998 as if the acquisition had occurred on that date.
The unaudited pro forma condensed consolidated financial statements have
been prepared by New Plan Realty Trust management. The unaudited pro forma
condensed consolidated statements of income may not be indicative of the results
that would have actually occurred had the acquisitions been made on the date
indicated or that may be achieved in the future. The unaudited pro forma
condensed consolidated financial statements should be read in conjunction with
New Plan Realty Trust's audited consolidated financial statements as of July 31,
1997 and for the year then ended and the accompanying notes (which are contained
in the Trust's Form 10-K for the year ended July 31, 1997).
- 10 -
<PAGE>
PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
--------------------------------------------
The following table sets forth the ratio of earnings to fixed charges and
preferred stock dividend requirements for the periods indicated:
Six Months Ended
1997 January 31, 1998
---- ----------------
3.3 3.0
For the purposes of computing these ratios, earnings have been calculated by
adding fixed charges (excluding capitalized interest) to income before
extraordinary items. Fixed charges consist of interest costs, whether expensed
or capitalized, preferred stock dividend requirements, the interest component of
rental expense, if any, and amortization of debt discounts and issue costs,
whether expensed or capitalized.
PRO FORMA CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
-----------------------------------------------------------
YEAR ENDED JULY 31, 1997 AND SIX MONTHS ENDED JANUARY 31, 1998
--------------------------------------------------------------
(Dollar Amounts in Thousands)
-----------------------------
Six Months Ended
----------------
1997 January 31, 1998
---- ----------------
EARNINGS:
- ------------------------------------------------------------------------------
Net income $ 78,378 $ 44,803
- ------------------------------------------------------------------------------
Interest expense 32,424 18,187
- ------------------------------------------------------------------------------
Other adjustments 494 324
-------- --------
- ------------------------------------------------------------------------------
$111,296 $ 63,314
======== ========
- ------------------------------------------------------------------------------
FIXED CHARGES:
- ------------------------------------------------------------------------------
Interest expense $ 32,424 $ 18,187
- ------------------------------------------------------------------------------
Capitalized interest 868 ---
- ------------------------------------------------------------------------------
Preferred Stock Divdends 461 2,925
- ------------------------------------------------------------------------------
Other adjustments 327 324
-------- --------
- ------------------------------------------------------------------------------
$ 34,080 $ 21,436
======== ========
- ------------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES 3.3 3.0
- 11 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1997
(In thousands except for per share amounts)
<TABLE>
<CAPTION>
PREVIOUSLY REPORTED (4)
-----------------------
AS CURRENT PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA OTHER PRO FORMA AS
-- ------- --------- --------- ---------- ---------- --------- ----- -----------
REPORTED ACQUISITIONS ADJUSTMENTS CURRENT ACQUISITIONS ADJUSTMENTS ALL ADJUSTMENTS ADJUSTED ALL
-------- ------------ ----------- ------ ------------ ----------- --- ----------- ------------
ACQUISITIONS ACQUISITIONS ACQUISITIONS
------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RENTAL REVENUES $202,093 $8,517 $210,610 $6,263 $216,873 $ 850 (5) $217,723
INTEREST AND DIVIDENDS 4,728 ($1,902) (2) 2,826 2,826 2,826
-------- ------ -------- -------- ------- -------- ----- --------
TOTAL REVENUE 206,821 8,517 (1,902) 213,436 6,263 219,699 850 220,549
OPERATING COSTS 74,316 2,557 76,873 2,869 79,742 79,742
DEPRECIATION EXPENSE 25,006 1,244 (2,3) 26,250 $ 699 26,949 26,949
INTEREST EXPENSE 28,256 1,948 (2) 30,204 2,220 32,424 32,424
-------- ------ ------- -------- ------ ------- -------- --------
TOTAL OPERATING
EXPENSES 127,578 2,557 3,192 133,327 2,869 2,919 139,115 139,115
-------- ------ ------- -------- ------ ------- -------- --------
OTHER DEDUCTIONS 2,203 2,203 2,203 2,203
OTHER LOSSES 3 3 3 3
-------- ------ -------- -------- ------ ------- -------- ----- --------
NET INCOME 77,037 5,960 (5,094) 77,903 3,394 (2,919) 78,378 850 79,228
PREFERRED STOCK
DIVIDENDS (461) (461) (461) (461)
---------------- -------- --------- ------ ------- --------- ----- ---------
NET INCOME APPLIED TO
SHARES OF BENEFICIAL
INTEREST $ 76,576 $5,960 ($5,094) $ 77,442 $3,394 ($2,919) $ 77,917 $ 850 $ 78,767
========= ====== ======= ======== ====== ======= ======== ==== ========
BASIC EARNINGS PER SHARE $ 1.31 $ 1.32 $ 1.33 $ 1.35
DILUTED EARNINGS
PER SHARE $ 1.30 $ 1.32 $ 1.33 $ 1.34
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC 58,461 58,461 58,461 58,461
WEIGHTED AVERAGE SHARES
OUTSTANDING - DILUTED 58,735 58,735 58,735 58,735
</TABLE>
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
- 12 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JANUARY 31, 1998
(In thousands except for per share amounts)
<TABLE>
<CAPTION>
PREVIOUSLY REPORTED (4)
-----------------------
AS REPORTED CURRENT PRO FORMA PRO FORMA HISTORICAL PRO FORMA PRO FORMA OTHER PRO FORMA AS
----------- ---------- ---------- ---------- ---------- --------- --------- ----- ------------
ACQUISITIONS ADJUSTMENTS CURRENT ACQUISITIONS ADJUSTMENTS ALL ADJUSTMENTS ADJUSTED ALL
------------ ----------- -------- ------------ ----------- --- ----------- ------------
ACQUISITIONS ACQUISITIONS ACQUISITIONS
------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
RENTAL REVENUES $119,392 $4,258 $123,650 $1,181 $124,831 $ 425 (5) $125,256
INTEREST AND DIVIDENDS 1,960 ($951) (2) 1,009 1,009 1,009
-------- ------ ------- -------- ------ -------- ----- --------
TOTAL REVENUE 121,352 4,258 (951) 124,659 1,181 125,840 425 126,265
OPERATING EXPENSES:
OPERATING COST 43,503 1,279 44,782 679 45,461 45,461
DEPRECIATION EXPENSE 15,133 $ 622 (2,3) 15,755 $193 15,948 15,948
INTEREST EXPENSE 17,213 974 (2) 18,187 18,187 18,187
-------- ------ ------ -------- ------ ---- -------- --------
TOTAL OPERATING
EXPENSES 75,849 1,279 $1,596 78,724 679 193 79,596 79,596
-------- ------ ------ -------- ------ ---- -------- --------
OTHER DEDUCTIONS 1,374 1,374 1,374 1,374
OTHER LOSSES 67 67 67 67
-------- ------ ------ -------- ------ ---- -------- ----- --------
NET INCOME 44,062 2,979 (2,547) 44,494 502 (193) 44,803 425 45,228
PREFERRED STOCK DIVIDEND (2,925) (2,925) (2,925) (2,925)
--------- ------ ----- ---------
NET INCOME APPLIED TO
SHARES OF BENEFICIAL
INTEREST $ 41,137 $2,979 ($2,547) $ 41,569 $ 502 ($193) $ 41,878 $ 425 $ 42,303
======== ===== ========
BASIC EARNINGS PER SHARE$ .70 $ .70 $ .71 $ .72
DILUTED EARNINGS
PER SHARE $ .69 $ .70 $ .70 $ .71
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC 59,116 59,116 59,116 59,116
WEIGHTED AVERAGE SHARES
OUTSTANDING - DILUTED 59,514 59,514 59,514 59,514
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
</TABLE>
- 13 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF JANUARY 31, 1998
(In Thousands)
<TABLE>
<CAPTION>
AS REPORTED PRO FORMA PRO FORMA
ADJUSTMENTS (1)
CURRENT
ACQUISITIONS
- --------------------------------------------------------------------------------------------------------------
ASSETS:
<S> <C> <C> <C>
REAL ESTATE $1,221,834 $45,015 $1,266,849
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES
AND OTHER INVESTMENTS 74,267 (27,045) 47,222
OTHER 29,815 29,815
---------- ------- ----------
TOTAL ASSETS $1,325,916 $17,970 $1,343,886
========== ======= ==========
LIABILITIES:
MORTGAGES PAYABLE $ 69,909 $17,970 $ 87,879
NOTES PAYABLE 462,710 462,710
OTHER LIABILITIES 38,331 38,331
---------- ------- ----------
TOTAL LIABILITIES 570,950 17,970 588,920
SHAREHOLDERS' EQUITY 754,966 754,966
---------- ------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,325,916 $17,970 $1,343,886
========== ======= ==========
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
</TABLE>
- 14 -
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
1. Pro Forma Adjustments to the Pro Forma Consolidated Balance Sheet as of
January 31, 1998 reflect the acquisition of the five properties acquired
after January 31, 1998 using cash and assuming mortgage notes payable.
2. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated
Statements of Income for the year ended July 31, 1997 and for the six
months ended January 31, 1998 include adjustments to reflect the
acquisition of the seven current acquisitions and the previously
reported acquired properties as if they had been acquired on August 1,
1996 (See Note 4).
For the year ended July 31, 1997 and the six months ended January 31,
1998, these adjustments include an increase in interest expense and a
reduction in interest and dividend income. These adjustments were made
because of the assumption of mortgages payable and the use of cash to
complete the acquisition of these properties. The interest rate used was
approximately 8.1% on the assumed mortgages and 5.0% on the reduction in
average investments.
3. Depreciation expense was based upon an estimated useful life of 40 years
using the straight line method.
4. Refer to Form 8-K dated January 23, 1998 for previously reported
acquisitions.
5. Other adjustments reflects revenue from leases that commenced during or
after the audit period.
- 15 -
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
23 Consent of Independent Accountants
- 16 -
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. 33-58596, 333-15635
and 33- 60315) and on Forms S-8 (33-57946 and 33-59077) of our reports dated
November 26, 1997 and April 11, 1998 on our audit of the Historical Summary of
Combined Revenues and Certain Operating Expenses of certain properties acquired
by New Plan Realty Trust for the year ended September 30, 1997 and October 31,
1997, which are included in this Form 8-K dated May 19, 1998.
EICHLER, BERGSMAN & CO., LLP
New York, New York
May 19, 1998
- 17 -
