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 May 27, 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 April 7, 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: /s/ Michael I Brown
Michael I. Brown
Chief Financial Officer, Controller
Dated: May 27, 1994
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
Included herewith are the following financial statements
reflecting the acquisition of Victorian Square Shopping Center.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated April 28, 1994.
2. Certain properties acquired - Historical summary of revenues and
certain operating expenses for the year ended June 30, 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 six months
ended January 31, 1994 and the twelve months ended July 31,
1993.
(b) Pro forma condensed balance sheet as at January 31, 1994.
(c) Notes to pro forma condensed financial statements.
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 Victorian Square (the "Property") for the year ended
June 30, 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.
April 28, 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 $1,736,891
Repairs and maintenance $ 80,349
Real estate taxes 156,295
Certain operating expenses 45,869 $ 282,513
Excess of revenues over
certain operating expenses $1,454,378
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relate to
the operations of Victorian Square (the "Property"), while under ownership
previous to New Plan Realty Trust. Victorian Square is a shopping center.
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 June 30, under existing commercial
operating leases at the shopping center being reported on are approximately
as follows (in thousands):
1994 - $1,762 1997 - $1,463
1995 - 1,790 1998 - 1,390
1996 - 1,675 thereafter - 15,738
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.
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.
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 June 30, 1993 based on the Historical Summary of Revenues and
Certain Operating Expenses for the Year Ended June 30, 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 income:
________________________________________
Operating income before depreciation and
mortgage interest expense $1,455,000
Less:
Estimated depreciation 355,000
Estimated taxable operating income 1,100,000(*)
Estimates of funds generated:
_________________________________________
Estimated taxable operating income 1,100,000
Add: Estimated depreciation 355,000
Estimate of funds generated 1,455,000(*)
(*) Estimates of operating income, net taxable income and funds generated
do not include approximately 327,000 of annualized revenue increases
that have occurred subsequent to June 30, 1993.
b. Estimated taxable income for New Plan Realty Trust (including the
acquired Property) 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).
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO ESTIMATES OF NET INCOME AND FUNDS GENERATED FROM
A CERTAIN PROPERTY 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 January
31, 1994 reflects the acquisition of Victorian Square Shopping Center 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 six months ended January 31, 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 January 31,
1994 and for the six months then ended (which are contained in the Trust's
Form 10-Q for the period ended January 31, 1994) and the accompanying
notes.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JANUARY 31, 1994
HISTORICAL PRO FORMA
AS REPORTED ACQUISITIONS ADJUSTMENTS(2) PRO FORMA
___________ ____________ ______________ _________
Rental Revenues $43,880,000 $ 869,000 $ 164,000 (3) $44,913,000
Interest And Dividends 2,886,000 (390,000) (3,4) 2,496,000
_____________________________________________________ __________
46,766,000 869,000 (226,000) 47,409,000
Operating Expenses 14,967,000 142,000 15,109,000
Depreciation Expense 5,218,000 178,000 (3,5) 5,396,000
Mortgage Interest Expense 978,000 978,000
_____________________________________________________ __________
25,603,000 727,000 (404,000) 25,926,000
Other Deductions 1,589,000 1,589,000
Other Income 991,000 991,000
_____________________________________________________ __________
Net Income $25,005,000 727,000 ($404,000) 25,328,000
===================================================== ==========
Net Income Per Share $.51 $.52
Average Shares Outstanding 49,070,000 49,070,000
/TABLE
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1993
PREVIOUSLY REPORTED
HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED
AS REPORTED ACQUISITIONS ADJUSTMENTS(2) PRO FORMA ACQUISITIONS(6) ADJUSTMENTS PRO FORMA
__________________________________________ ____________________________________________________
RENTAL REVENUES $65,308,000 $1,737,000 $327,000 (3) $67,372,000 $11,466,000 $2,142,000 $80,980,000
INTEREST AND DIVIDENDS 11,001,000 (763,000) (3,4) 10,238,000 (3,813,000) 6,425,000
___________________________________ ____________________________________________________
76,309,000 1,737,000 (436,000) 77,610,000 11,466,000 (1,671,000) 87,405,000
OPERATING EXPENSES 22,440,000 283,000 22,723,000 4,094,000 26,817,000
DEPRECIATION EXPENSE 7,574,000 355,000 (3,5) 7,929,000 1,773,000 9,702,000
MORTGAGE INTEREST EXPENSE 1,386,000 1,386,000 1,386,000
___________________________________ ____________________________________________________
44,909,000 1,454,000 (791,000) 45,572,000 7,372,000 (3,444,000) 49,500,000
OTHER DEDUCTIONS 2,620,000 2,620,000 2,620,000
OTHER INCOME 940,000 940,000 940,000
___________________________________ ____________________________________________________
NET INCOME $43,229,000 $1,454,000 ($791,000) $43,892,000 $7,372,000 ($3,444,000) $47,820,000
=================================== ====================================================
EARNINGS PER SHARE $.89 $.90 $.98
AVERAGE SHARES
OUTSTANDING 48,838,346 48,838,346 48,838,346
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
/TABLE
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED)
AS OF JANUARY 31, 1994
PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
ASSETS:
REAL ESTATE $492,918,000 $17,740,000 (1) $510,658,000
CASH, CASH EQUIVALENTS,
MKT SEC AND OTHER
INVESTMENTS 36,421,000 (17,740,000)(1) 18,681,000
OTHER 11,202,000 11,202,000
TOTAL ASSETS $540,541,000 $540,541,000
LIABILITIES:
MORTGAGES PAYABLE $ 28,466,000 $ 28,466,000
OTHER LIABILITIES 10,935,000 10,935,000
39,401,000 39,401,000
SHAREHOLDERS' EQUITY 501,140,000 501,140,000
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $540,541,000 $540,541,000
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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 June 30, 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 six
months ended January 31, 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:
a. A $327,000 increase in rental revenues to reflect transactions
that occurred during or subsequent to the year ended June 30,
1993 and are not fully reflected in the historical acquisitions
amounts.
b. 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 six months ended January 31, 1994 was 4.3% and 4.4%
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 dated February 10, 1994 for previously reported
amounts.