SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 August 9, 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 Item 7 - Financial Statements and
Exhibits of its Current Report on Form 8-K, dated July 25, 1995, as set forth in
the pages attached hereto. The financial statements included in this 8-K/A -
Amendment No. 1 reflect the acquisition of properties which previously have been
described in the undersigned's Current Report on Form 8-K, dated May 30, 1995.
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: August 9, 1995
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
_________________________________________________________________
A. Financial Statements
Included herewith are the following financial statements reflecting
the acquisition of Haymarket Square, Haymarket Mall and Maple Village shopping
centers, and The Club and Saddlebrook apartments.
1. Report of Eichler, Bergsman, Belonsky & Guz, Independent
Certified Public Accountants, dated July 24, 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
consolidated financial statements (unaudited):
(a) Pro forma condensed consolidated statements of income for
the nine months ended April 30, 1995 and the twelve months
ended July 31, 1994.
(b) Pro forma condensed consolidated balance sheet at April 30,
1995.
(c) Notes to pro forma condensed consolidated financial
statements.
B. Exhibits
Included herewith is Exhibit No. 23, the Consent of the Independent
Public Accountants.
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 Haymarket Square, Haymarket Mall, Saddlebrook Apartments
and The Club Apartments for the year ended September 30, 1994 and Maple Village
for the year ended July 31, 1994 (the "Properties"). 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 & Guz
New York, New York
July 24, 1995
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED SEPTEMBER 30, 1994
Rental Income $8,165,498
Repairs and maintenance $ 615,789
Real estate taxes 1,116,833
Other operating expenses 1,933,168 3,665,790
_________ __________
Excess of revenues over
certain operating expenses $4,499,708
=========
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates to the
operations of Haymarket Mall, Haymarket Square, Saddlebrook Apartments and The
Club Apartments for the year ended September 30, 1994 and Maple Village Shopping
Center for the year ended July 31, 1994 (the "Properties") while under ownership
previous to New Plan Realty Trust. The Properties are shopping centers except
for The Club Apartments and Saddlebrook Apartments which are residential
complexes.
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 under existing commercial operating leases at the
shopping centers being reported on are approximately as follows (in thousands):
1995 - $3,194 1998 - $2,408
1996 - 3,069 1999 - 2,251
1997 - 2,666 thereafter - 10,488
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.
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.
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 $4,500
Less:
Estimated depreciation 845
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Estimated taxable operating income $3,655
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Estimates of funds generated:
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Estimated taxable operating income* $3,655
Add: Estimated depreciation 845
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Estimate of funds generated* $4,500
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* Estimates of taxable operating income and funds generated do not include
approximately $607,000 of revenue increases that occurred subsequent to the
beginning of the historical years audited.
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).
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 CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma condensed consolidated balance sheet at
April 30, 1995 reflects the acquisition of the Properties as if the transactions
had occurred on that date.
The pro forma condensed consolidated statements of income for the year
ended July 31, 1994 and the nine months ended April 30, 1995 assume the
acquisition of the Properties as if it had occurred as of August 1, 1993. This
pro forma information is based on the historical statements of the Trust after
giving effect to the acquisition of the Properties.
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 dates
indicated. Also, they may not be indicative of the results 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, 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 consolidated financial statements as of April 30, 1995
and for the nine months then ended (which are contained in the Trust's Form 10-Q
for the period ended April 30, 1995) and the accompanying notes.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
NINE MONTHS ENDED APRIL 30, 1995
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION ADJUSTMENTS(2) PRO FORMA
___________ ___________ _____________ _________
Rental Revenues $92,075 $6,124 (366) (7) $97,833
Interest And Dividends 2,704 2,704
94,779 6,124 (366) 100,537
Operating Expenses 31,451 2,749 (329) 33,871
Depreciation Expense 10,871 544 (3,5) 11,415
Interest Expense 3,766 2,462 (3,4) 6,228
__________________________________ ______
48,691 3,375 (3,043) 49,023
Other Deductions 1,724 1,724
__________________________________ ______
Net Income $46,967 3,375 (3,043) 47,299
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Net Income Per Share $.89 $.90
Average Shares Outstanding 52,808 52,808
See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1994
(In thousands except for per share amounts)
PREVIOUSLY REPORTED(6)
HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED
AS REPORTED ACQUISITION ADJUSTMENTS(2) PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA
___________ ___________ ______________ _________ ___________ ___________ _________
RENTAL REVENUES $96,384 $8,165 607 (7) $105,156 $ 5,558 $ 583 $111,297
INTEREST AND DIVIDENDS 4,571 4,571 4,571
____________________________________ _______ ______ _____ _______
100,955 8,165 607 109,727 5,558 583 115,868
OPERATING EXPENSES 33,284 3,666 36,950 1,360 38,310
DEPRECIATION EXPENSE 11,342 845 (3,5) 12,187 940 13,127
INTEREST EXPENSE 2,289 3,283 (3,4) 5,572 3,309 8,881
____________________________________ _______ ______ _____ _______
54,040 4,499 (3,521) $ 55,018 4,198 (3,666) 55,550
_______
OTHER DEDUCTIONS 2,713 2,713 2,713
OTHER INCOME 990 990 990
____________________________________ _______ ______ _____ _______
NET INCOME $ 52,317 4,499 (3,521) 53,295 4,198 (3,666) 53,827
==================================== ======= ====== ===== =======
EARNINGS PER SHARE $1.06 $1.08 $1.09
AVERAGE SHARES
OUTSTANDING 49,502 49,502 49,502
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF APRIL 30, 1995
(In Thousands)
PRO FORMA
AS REPORTED ADJUSTMENTS(1) PRO FORMA
___________ ______________ _________
ASSETS:
REAL ESTATE $629,809 $42,274 $672,083
CASH, CASH EQUIVALENTS, MKT
SEC AND OTHER INVESTMENTS 66,945 (36,015) 30,930
OTHER 15,133 15,133
_______ _______ _______
TOTAL ASSETS $711,887 $ 6,259 $718,146
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LIABILITIES:
MORTGAGES PAYABLE $ 30,496 $ 6,259 $ 36,755
NOTES PAYABLE 98,643 98,643
OTHER LIABILITIES 13,402 13,402
_______ _______ _______
142,541 6,259 148,800
SHAREHOLDERS' EQUITY 569,346 569,346
_______ _______ _______
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $711,887 $ 6,259 $718,146
======= ======= =======
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
1. Represents the acquisition of the Properties for cash obtained from the
Trust's issue of Ten Year Unsecured Senior Notes and the assumption of
existing debt in connection with the purchase of one Property.
2. Amounts as reported have been adjusted by historical results. These
adjustments to the Pro Forma Condensed Consolidated Statements of Income
(Unaudited) have the effect of reflecting the results for the year ended
July 31, 1994 and the nine months ended April 30, 1995 as if the Properties
had been acquired as of August 1, 1993.
3. Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statements of
Income (Unaudited) for the year ended July 31, 1994 and the nine months
ended April 30, 1995 includes adjustments to interest and depreciation
expense to give effect to including the acquired properties as if they had
been acquired on August 1, 1993. (See Notes 4 and 5.)
4. Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statements of
Income (Unaudited) for the year ended July 31, 1994 and the nine months
ended April 30, 1995 include interest expense for the borrowing of funds to
pay the purchase price of the acquisitions. The interest rate used for
calculating the cost of borrowed funds for the year ended July 31, 1994 and
the nine months ended April 30, 1995 was 7.95% which was the effective rate
of interest on the Trust's Ten Year Unsecured Senior Notes. In addition,
the adjustment includes the interest cost applicable to the existing debt
that was assumed upon the purchase of one Property.
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 31, 1995 for previously
reported amounts.
7. Pro Forma Adjustments to the Pro Condensed Consolidated Statements of
Income (Unaudited) for the year ended July 31, 1994 and the nine months
ended April 30, 1995 include an increase in rental revenues of $607,000 and
$455,000, 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.
EXHIBIT INDEX
Exhibit Number Description Page
_____________ ___________ ____
23 Consent of Independent Accountants
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, 33-58484
and 33-61383) and on Forms S-8 (33-57946 and 33-59077) of our report dated July
24, 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 August 9, 1995.
EICHLER, BERGSMAN & CO., LLP
New York, New York
August 9, 1995