-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TKmS+dLLHxlDQe2H6E4YxWRTZKhvZonzlS/Mx46IB5NseEqPAFxI4894D1Jkwp8l xCIAXrRdC+1gsINK/g7zxw== 0000909518-98-000338.txt : 19980520 0000909518-98-000338.hdr.sgml : 19980520 ACCESSION NUMBER: 0000909518-98-000338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980519 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980519 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08459 FILM NUMBER: 98627827 BUSINESS ADDRESS: STREET 1: 1120 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128693000 MAIL ADDRESS: STREET 1: 1120 AVENUE OF THE AMERICAS STREET 2: 1120 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 NEW PLAN REALTY 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 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.
PROPERTY Date of Acres Gross Seller Occupancy Acquisition Leasable Area or Units - ------------------------------------------------------------------------------------------------------------------------------------ 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
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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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 - 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)
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 ------------ ------------ ------------ 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
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - 12 - 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)
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 ------------ ------------ ------------ 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)
- 13 - NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AS OF JANUARY 31, 1998 (In Thousands)
AS REPORTED PRO FORMA PRO FORMA ADJUSTMENTS (1) CURRENT ACQUISITIONS - -------------------------------------------------------------------------------------------------------------- ASSETS: 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)
- 14 - 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 - EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 23 Consent of Independent Accountants - 16 - EX-23 2 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. 33-58596, 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 - -----END PRIVACY-ENHANCED MESSAGE-----