SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K/A
Amendment No. 2
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
______________________________________
Date of Report July 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 heading of the following
financial statement of its Current Report on Form 8-K/A - Amendment No. 1,
dated June 10, 1994, as set forth in the pages attached hereto:
Certain Property Acquired: Historical Summary of Revenues and Certain
Operating Expenses for the year ended June 30,
1993.
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: July 6, 1994
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.
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 DECEMBER 31, 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.
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 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).
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
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
AS HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED
REPORTED ACQUISITIONS ADJUSTMENTS(2) PRO FORMA ACQUISITIONS(6) ADJUSTMENTS PRO FORMA
_______________________________________ ___________________________________________________
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 22,440 897 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
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)
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.