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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 19, 1996 (June 3,
1996)
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NEW PLAN REALTY TRUST
___________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-7532 13-1995781
___________________________________________________________________________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
___________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 869-3000
_____________________
___________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 30, 1997
NEW PLAN REALTY TRUST
By:/s/James M. Steuterman
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James M. Steuterman
Executive Vice President
Item 2. Acquisition or disposition of assets
See "Item 5 -- Other Events"
Item 5. Other Events
New Plan Realty Trust (the "Trust) purchased three properties for
an aggregate purchase price of approximately $14.4 million which was paid in
cash. This was the estimated fair market value of such properties.
Additional information regarding the three properties is set forth below.
Property Date of Acres Gross Seller Occupancy
Acquisition Leasable
Area
CREEKWOOD SHOPPING
CENTER
Rex, GA 5/1/97 9 69,778 Property Asset 98%
Management, Inc.
Principal Tenant: Winn Dixie
MIDWAY VILLAGE
SHOPPING CENTER
Douglasville, GA 5/1/97 10 73,328 Property Asset 85%
Management, Inc.
Principal Tenant: Winn Dixie
CAVE SPRING CORNERS
SHOPPING CENTER
Roanoke, VA 6/5/97 16 166,734 McNeil Real 100%
Estate Fund
X, Ltd.
Principal Tenants: Kroger, Hills
Audited statements of revenue and certain operating expenses and pro
forma financial information reflecting the acquisition of the three
properties are included in this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(a) and (b) Financial Statements of Businesses Acquired and
Pro Forma Financial Information.
1. Report of Eichler, Bergsman & Co., LLP, Independent
Certified Public Accountants, dated June 13, 1997.
2. Certain properties acquired - Historical Summary of Combined
Revenues and Certain Operating Expenses for the year ended
October 31, 1996.
3. In addition, the following pro forma financial information
is provided to reflect all three 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, 1996.
(b) Pro forma condensed consolidated statement of
income for the nine months ended April 30, 1997.
(c) Pro forma condensed consolidated balance sheet as
of April 30, 1997.
(d) Notes to pro forma condensed consolidated
financial statements.
(c) Exhibits
Included herewith is Exhibit No. 23, the Consent of the
Independent Accountants.
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 Combined Revenues
and Certain Operating Expenses of Creekwood Shopping Center, Midway Village
Shopping Center and Cave Spring Corners Shopping Center (the "Properties")
for the year ended October 31, 1996. 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 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
June 13, 1997
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF COMBINED REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED OCTOBER 31, 1996
(IN THOUSANDS)
Rental income $1,906
Repairs and maintenance $ 73
Real estate taxes 165
Other operating expenses 218 456
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Excess of revenues over certain operating expenses $1,450
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NOTE:
The Historical Summary of Combined Revenues and Certain Operating Expenses
relates to the operation of Creekwood Shopping Center, Midway Village
Shopping Center and Cave Spring Corners Shopping Center (the "Properties")
while under ownership previous to New Plan Realty Trust. The properties
are all 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 the years ended October 31 under exist
commercial operating leases at shopping centers being reported on are
approximately as follows (in thousands):
1998 $1,783 2001 $1,222
1999 1,635 2002 861
2000 1,469 Thereafter 4,834
The above assumes that all leases which expire are not renewed. Therefore,
neither renewal rentals nor rental 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, increase in the Consumer Price Indices, common area
maintenance charges and real estate tax reimbursement.
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 three 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
three 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 presents an estimate of taxable operating income
and funds generated from the operation of the acquired three
properties for the year ended July 31, 1996 based on the
Historical Summary of Combined Revenues and Certain Operating
Expenses. These estimated results do not purport to present
expected results of operations for the three 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)
Operating income before depreciation expense $1,450
Less:
Estimated depreciation 265
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Estimated taxable operating income $1,185
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Estimated funds generated:
Estimated taxable operating income $1,185
Add: Estimated depreciation 265
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Estimate of funds generated $1,450
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b. Estimated taxable income for New Plan Realty Trust (including the
three properties) for the year ended July 31, 1996 and the nine
months ended April 30, 1997 is approximately the same as Pro
Forma net income reported on the Pro Forma Condensed Statements
of Income (Unaudited).
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
40 years 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 unaudited pro forma condensed consolidated statements of income
for the year ended July 31, 1996 and the nine months ended April 30, 1997
reflect the acquisition of the three properties as if the transactions and
other acquisitions made during the year had occurred on August 1, 1995.
This pro forma information is based on the historical statements of the
Trust after giving effect to the acquisition of the three properties.
The following unaudited pro forma condensed consolidated balance sheet
as of April 30, 1997 reflects the acquisition of the three properties as if
the acquisitions 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, 1996 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, 1996).
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1996
(In thousands except for per share amounts)
PREVIOUSLY REPORTED (4)
AS HISTORICAL PRO FORMA PRO FORMA HISTORICAL PRO FORMA REVISED
REPORTED ACQUISITION ADJUSTMENTS CURRENT ACQUISITION ADJUSTMENTS PRO FORMA
ACQUISITION
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RENTAL REVENUES $162,821 $1,906 $164,727 $25,824 $ 565 $191,116
INTEREST AND DIVIDENDS 4,785 4,785 (2,067) 2,718
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TOTAL REVENUE 167,606 1,906 169,512 25,824 (1,502) 193,834
OPERATING COSTS 57,302 456 57,758 9,018 66,776
DEPRECIATION EXPENSE 20,004 $ 265 (2,3) 20,269 3,201 23,470
INTEREST EXPENSE 17,561 848 (2) 18,409 7,236 25,645
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TOTAL OPERATING
EXPENSE 94,867 456 1,113 96,436 9,018 10,437 115,891
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OTHER DEDUCTIONS 2,616 2,616 2,616
OTHER INCOME 398 398 398
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NET INCOME $ 70,521 $1,450 ($1,113) $ 70,858 $16,806 ($11,939) $ 75,725
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NET INCOME PER SHARE $ 1.25 $ 1.25 $ 1.34
AVERAGE SHARES
OUTSTANDING 56,484 56,484 56,484
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
/TABLE
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
NINE MONTHS ENDED APRIL 30, 1997
(In thousands except for per share amounts)
PREVIOUSLY REPORTED (4)
AS HISTORICAL PRO FORMA PRO FORMA HISTORICAL PRO FORMA REVISED
REPORTED ACQUISITION ADJUSTMENTS CURRENT ACQUISITION ADJUSTMENTS PRO FORMA
ACQUISITION
--------- ----------- ------------ ----------- ------------ ----------- ---------
RENTAL REVENUES $147,719 $1,430 $149,149 $8,271 $ 153 $157,573
INTEREST AND DIVIDENDS 3,277 3,277 3,277
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TOTAL REVENUE 150,996 1,430 152,426 8,271 160,850
OPERATING COSTS 54,138 342 54,480 2,754 57,234
DEPRECIATION EXPENSE 18,252 $ 199 (2,3) 18,451 979 19,430
INTEREST EXPENSE 19,758 636 (2) 20,394 2,994 23,388
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TOTAL OPERATING
EXPENSE 92,148 342 835 93,325 2,754 3,973 100,052
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OTHER DEDUCTIONS 1,525 1,525 1,525
OTHER INCOME (68) (68) (68)
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NET INCOME $ 57,255 $1,088 ($835) $ 57,508 $5,517 ($3,820) $ 59,205
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NET INCOME PER SHARE $ .98 $ .99 $ 1.01
AVERAGE SHARES
OUTSTANDING 58,353 58,353 58,353
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, 1997
(In Thousands)
ASSETS:
REAL ESTATE $1,031,275 $14,366 $31,727 $1,077,368
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES
AND OTHER INVESTMENTS 23,523 23,523
OTHER 45,833 45,833
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TOTAL ASSETS $1,100,631 $14,366 $31,727 $1,146,724
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LIABILITIES:
MORTGAGES PAYABLE $ 58,748 $ 6,027 $ 64,775
NOTES PAYABLE 342,597 $14,366 25,700 382,663
OTHER LIABILITIES 30,218 30,218
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TOTAL LIABILITIES 431,563 14,366 31,727 477,656
SHAREHOLDERS' EQUITY 669,068 669,068
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,100,631 $14,366 $31,727 $1,146,724
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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. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Balance Sheet as of April 30, 1997 reflect the acquisition
of the three current acquisitions and the prior acquisitions
after April 30, 1997 using increased borrowings and the
assumption of a mortgage.
2. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Consolidated Statement of Income for the year ended July 31,
1996 and for the nine months ended April 30, 1997 include
adjustments to reflect the acquisition of the three current
acquisitions and the previously reported acquired properties
as if they had been acquired on August 1, 1995 (See Note
3).
For the year ended July 31, 1996 and the nine months ended
April 30, 1997, these adjustments include an increase in
interest expense due to the increase in notes payable and
mortgages payable to finance these acquisitions. The
interest rate used was 5.9%.
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 November 4, 1996, Form 8-K dated
January 6, 1997, and Form 8-K dated June 18, 1997 for
previously reported amounts.
EXHIBIT INDEX
Exhibit Number Description
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23 Consent of Independent Accountants