-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, k1X0p1E8JQvDv/LglrKC6Ttyn+a6aT1/j8yYvEqlaUdHQrvN9GBKthrDCA3LbLvc kjc/L+a/ssNDEQjq2ns8VQ== 0000910643-94-000011.txt : 19940422 0000910643-94-000011.hdr.sgml : 19940422 ACCESSION NUMBER: 0000910643-94-000011 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931117 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08459 FILM NUMBER: 94523669 BUSINESS ADDRESS: STREET 1: 1120 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128693000 8-K/A 1 NEW PLAN 8KA(2) 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 November 17, 1993 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 November 17, 1993 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: April 20, 1994 Item 7. Financial Statements and Exhibits. Included herewith are the following financial statements reflecting the acquisitions of Heritage Square, Georgetown Square, Eastgate Shopping Center, Charlestown @ Douglass Hills and Ashford Place. 1. Report of Eichler, Bergsman, Belonsky & Guz, Independent Certified Public Accountants, dated January 4, 1994. 2. Certain properties acquired - Historical summary of revenues and certain operating expenses for the year ended December 31, 1992. 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 three months ended October 31, 1993 and the twelve months ended July 31, 1993. (b) Pro forma condensed balance sheet as at October 31, 1993. (c) Notes to pro forma condensed financial statements. CERTAIN PROPERTIES ACQUIRED HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1992 Rental Income $4,788,523 Repairs and maintenance $666,133 Real estate taxes $400,196 Certain operating expenses $608,821 $1,675,150 Excess of revenues over certain operating expenses $3,113,373 NOTE: The historical summary of revenues and certain operating expenses relate to the operations of three shopping centers: Heritage Square, Georgetown Square and Eastgate Shopping Center, and two garden apartment complexes: Charlestown @ Douglass Hills and Ashford Place (collectively, 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 prices or financial arrangement. Minimum future rentals for years ended July 31, under existing commercial operating leases at the shopping centers being reported on are approximately as follows (in thousands): 1994 - $2,871 1997 - $ 2,279 1995 - 2,589 1998 - 1,978 1996 - 2,448 thereafter - 16,243 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 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 Heritage Square, Georgetown Square, Eastgate Shopping Center, Charlestown @ Douglass Hills and Ashford Place (the "Properties") for the year ended December 31, 1992. 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. New York, New York January 4, 1994 NEW PLAN REALTY TRUST AND SUBSIDIARIES REQUIREMENTS 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 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 NET INCOME AND FUNDS GENERATED FROM CERTAIN PROPERTIES ACQUIRED (UNAUDITED) a. The following presents an estimate of net income and funds generated from the operation of the acquired Properties for a twelve month period ended December 31, 1992 based on the Historical Summary of Revenues and Certain Operating Expenses for the Year Ended December 31, 1992. 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 income: $3,113,000 Operating income before depreciation and mortgage interest expense Less: Estimated depreciation 732,000 Estimated taxable operating income 2,381,000(*) Estimates of funds generated: Estimated taxable operating income 2,381,000 Add: Estimated depreciation 732,000 Estimate of funds generated 3,113,000(*) (*) Estimates of operating income, net taxable income and funds generated do not include approximately 759,000 of annualized revenue increases that have occurred subsequent to December 31, 1992. 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 October 31, 1993 reflects the acquisition of three shopping centers: Heritage Square (8/93), Georgetown Square (9/93), Eastgate Shopping Center (11/93), and two garden apartments: Charlestown at Douglass Hills (9/93) and Ashford Place (10/93). The pro forma condensed statements of income for the year ended July 31, 1993 and the three months ended October 31, 1993 assume the acquisition of these properties as if they 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 October 31, 1993 and for the three months then ended (which are contained in the Trust's Form 10-Q for the period ended October 31, 1993) and the accompanying notes. NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS ENDED OCTOBER 31, 1993 HISTORICAL PRO FORMA AS REPORTED ACQUISITIONS ADJUSTMENTS PRO FORMA Rental Revenues $20,057,000 $1,197,000 ($349,000) (3) $20,905,000 Interest And Dividends 1,847,000 (165,000) (4) 1,682,000 21,904,000 1,197,000 (514,000) 22,587,000 Operating Expenses 6,693,000 419,000 (121,000) 6,991,000 Depreciation Expense 2,400,000 109,000 (5) 2,509,000 Mortgage Interest Expense 450,000 450,000 ___________ __________ ___________ __________ 12,361,000 778,000 (502,000) 12,637,000 Other Deductions 791,000 791,000 Other Income 494,000 494,000 ___________ __________ ___________ __________ Net Income $12,064,000 778,000 ($502,000) 12,340,000 ___________ __________ ___________ ___________ Net Income Per Share $.25 $.25 Average Shares Outstanding 49,005,000 49,005,000 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 $4,788,000 $759,000 (3) $70,855,000 $3,886,000 $775,000 $75,516,000 INTEREST AND DIVIDENDS 11,001,000 (1,574,000) (4) 9,427,000 (1,295,000)(3) 8,132,000 ___________ __________ __________ ___________ __________ __________ ___________ 76,309,000 4,788,000 (815,000) 80,282,000 3,886,000 (520,000) 83,648,000 OPERATING EXPENSES 22,440,000 1,675,000 24,115,000 1,384,000 25,499,000 DEPRECIATION EXPENSE 7,574,000 732,000 (5) 8,306,000 602,000 8,908,000 MORTGAGE INTEREST EXPENSE 1,386,000 1,386,000 1,386,000 ___________ __________ __________ ___________ __________ __________ ___________ 44,909,000 3,113,000 (1,547,000) 46,475,000 2,502,000 (1,122,000) 47,855,000 OTHER DEDUCTIONS 2,620,000 2,620,000 2,620,000 OTHER INCOME 940,000 940,000 940,000 ___________ __________ __________ ___________ __________ __________ ___________ NET INCOME $43,229,000 $3,113,000 ($1,547,000) $44,795,000 $2,502,000 ($1,122,000) $46,175,000 EARNINGS PER SHARE $.89 $.92 $.95 AVERAGE SHARES OUTSTANDING 48,838,346 48,838,346 48,838,346
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED BALANCE SHEET (UNAUDITED) AS OF OCTOBER 31, 1993 PRO FORMA AS REPORTED ADJUSTMENTS PRO FORMA ASSETS: REAL ESTATE $407,630,000 $36,594,000(1) $444,224,000 CASH, CASH EQUIVALENTS, MKT SEC AND OTHER INVESTMENTS 108,915,000 (36,594,000)(1) 72,321,000 OTHER 13,072,000 13,072,000 TOTAL ASSETS $529,617,000 $529,617,000 LIABILITIES: MORTGAGES PAYABLE $ 17,429,000 17,249,000 OTHER LIABILITIES 11,635,000 11,635,000 ____________ ___________ 29,064,000 29,064,000 SHAREHOLDERS' EQUITY 500,553,000 500,553,000 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $529,617,000 529,617,000 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 Properties for cash. 2. Amounts as reported have been adjusted by historical results for the year ended December 31, 1992. 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 three months ended October 31, 1993 as if the Properties had been acquired as of August 1, 1992 and 1993 respectively. 3. Pro Forman adjustments to the Pro Forma Condensed Statement of Income (Unaudited) for the year ended July 31, 1993 includes: a. A $759,000 increase in rental revenues to reflect transactions that occurred during or subsequent to the year ended December 31, 1992 and are not fully reflected in the historical acquisitions amounts. b. Adjustments to interest and dividends and depreciation expenses 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 three months ended October 31, 1993 was 4.3% and 4.5% 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 Amendment No. 1 dated October 6, 1993 for previously reported amounts. -----END PRIVACY-ENHANCED MESSAGE-----