-----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, LNFjLs8fOxFH+P8rVux2mizM8J7Dr9dhOHrsLgevnWNeBsj1HKab+MEdqs+vZ8sH +zTw7pagSP1vikcdQdMx9Q== 0000910643-97-000118.txt : 19970927 0000910643-97-000118.hdr.sgml : 19970927 ACCESSION NUMBER: 0000910643-97-000118 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970919 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970919 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/A SEC ACT: SEC FILE NUMBER: 001-08459 FILM NUMBER: 97682746 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _______________________________________________ Date of Report September 19, 1997 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 its Current Report on Form 8-K, dated July 31, 1997, by amending Items 5 and 7. 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: September 19, 1997 Item 5. Other Events New Plan Realty Trust (the "Trust) purchased four properties for an aggregate purchase price of approximately $82.6 million of which $1.3 million was paid in cash. This was the estimated fair market value of such properties. Additional information regarding the four properties is set forth below. Property Date of Acquisition Acres Gross Leasable Area or Units Seller Occupancy BETHEL PARK PLAZA Bethel Park, PA 5/14/97 23 222,000 S.F. Bethel Park L.P. 97% Principal Tenants: Ames, Giant Eagle, Pep Boys REGENCY PARK SHOPPING CENTER Jacksonville, FL 6/16/97 30 328,000 S.F. Regency Park 92% Associates Principal Tenants: Publix Supermarket, Service Merchandise, Marshall's, Baby Superstore, Michael's HILLCREST APARTMENTS Mobile, AL 6/30/97 7 140 units Park Lane II, Ltd. 99% WESTRIDGE COURT 7/18/97 50 448,000 S.F. Chicago Title 97% SHOPPING CENTER Company as Naperville, IL Trustee Principal Tenants: Cub Foods, Marshall's, Old Navy, CompUSA, Linens 'N Things, Odeon Cinema Audited statements of revenue and certain operating expenses and pro forma financial information reflecting the acquisition of the four properties are included in this Current Report on Form 8-K/A Amendment No. 1. 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 July 21, 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 four 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 Bethel Park Plaza, Regency Park Shopping Center, Westridge Court Shopping Center and Hillcrest Apartments (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 misstate- ment. 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 July 21, 1997 HISTORICAL SUMMARY OF COMBINED REVENUES AND CERTAIN OPERATING EXPENSES OF CERTAIN PROPERTIES ACQUIRED FOR THE YEAR ENDED OCTOBER 31, 1996 (IN THOUSANDS) Rental income $10,159 Repairs and maintenance $ 591 Real estate taxes 1,299 Other operating expenses 552 2,442 Excess of revenues over certain operating expenses $ 7,717 NOTE: The Historical Summary of Combined Revenues and Certain Operating Expenses relates to the operation of Bethel Park Plaza, Regency Park Shopping Center, Westridge Court Shopping Center and Hillcrest Apartments (the "Properties") while under ownership previous to New Plan Realty Trust. The properties are all shopping centers, except Hillcrest Apartments. 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 on are approximately as follows (in thousands): 1998 $8,734 2001 $ 6,268 1999 8,579 2002 3,989 2000 7,952 Thereafter 46,541 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 four 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 four 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 four 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 four 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 $7,717* Less: Estimated depreciation 1,652 Estimated taxable operating income $6,065 ====== Estimated funds generated: Estimated taxable operating income $6,065 Add: Estimated depreciation 1,652 Estimate of funds generated $7,717* ======= * Estimates of operating income, net taxable income and funds generated do not include appromimately $500,000 of revenue from leases that commenced after the year ended October 31, 1996. b. Estimated taxable income for New Plan Realty Trust (including the four 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 four 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 statement of the Trust after giving effect to the acquisition of these properties. The following unaudited pro forma condensed consolidated balance sheet as of April 30, 1997 reflects the acquisition of the four properties and other acquisitions previously reported 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, 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 REPORTED CURRENT PRO FORMA OTHER PRO FORMA HISTORICAL PRO FORMA PRO FORMA ----------- ACQUISITIONS ADJUSTMENTS ADJUSTMENTS CURRENT ACQUISITIONS ADJUSTMENTS ALL ------------ ----------- ----------- ACQUISITIONS ------------ - ----------- ACQUISITIONS ------------ ------------ RENTAL REVENUES $162,821 $10,159 500 (5) $173,480 $27,730 $ 565 $201,775 INTEREST AND DIVIDENDS 4,785 4,785 (2,067) 2,718 ------- ------- ------ -------- -------- - -------- -------- TOTAL REVENUE 167,606 10,159 500 178,265 27,730 (1,502) 204,493 OPERATING COSTS 57,302 2,442 59,744 9,474 69,218 DEPRECIATION EXPENSE 20,004 $ 1,652 (2,3) 21,656 3,466 25,122 INTEREST EXPENSE 17,561 4,885 (2) 22,446 8,084 30,530 TOTAL OPERATING EXPENSES 94,867 2,442 6,537 103,846 9,474 11,550 124,870 OTHER DEDUCTIONS 2,616 2,616 2,616 OTHER INCOME 398 398 398 ------ ------ ------- ------- ------- ------- - -------- ------- NET INCOME $ 70,521 $ 7,717 $(6,537) $ 500 $ 72,201 $18,256 ($13,052) $ 77,405 ======== ======== ======== ====== ======== ======= ======== ======== NET INCOME PER SHARE $ 1.25 $ 1.28 $ 1.37 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 REPORTED CURRENT PRO FORMA OTHER PRO FORMA HISTORICAL PRO FORMA PRO FORMA ----------- ACQUISITION ADJUSTMENTS ADJUSTMENTS CURRENT ACQUISITIONS ADJUSTMENTS ALL ----------- ----------- ----------- ACQUISITIONS ------------ - ----------- ACQUISITIONS ------------ ------------ REVENUES: RENTAL REVENUES $147,719 $ 7,619 $ 375 (5) $155,713 $ 9,701 $ 153 $165,567 INTEREST AND DIVIDENDS 3,277 3,277 3,277 TOTAL REVENUE 150,996 7,619 375 158,990 9,701 153 168,844 OPERATING EXPENSES: OPERATING COST 54,138 1,832 55,970 3,096 59,066 DEPRECIATION EXPENSE 18,252 $ 1,239 (2,3) 19,491 1,178 20,669 INTEREST EXPENSE 19,758 3,664 (2) 23,422 3,630 27,052 TOTAL OPERATING EXPENSES 92,148 1,832 4,903 $ 375 98,883 3,096 4,808 106,787 OTHER DEDUCTIONS 1,525 1,525 1,525 OTHER INCOME (LOSS) (68) (68) (68) NET INCOME $ 57,255 $ 5,787 ($4,903) $ 375 $ 58,514 $ 6,605 ($4,655) $ 60,464 NET INCOME PER SHARE AVERAGE SHARES OUTSTANDING SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) /TABLE NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AS OF APRIL 30, 1997 (In Thousands) AS REPORTED PRO FORMA PRO FORMA PRO FORMA ADJUSTMENTS(1) ADJUSTMENTS(1) CURRENT PRIOR ACQUISITIONS ACQUISITIONS REAL ESTATE $1,031,275 $82,600 $46,093 $1,159,968 CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND OTHER INVESTMENTS 23,523 23,523 OTHER 45,833 45,833 TOTAL ASSETS $1,100,631 $82,600 $46,093 $1,229,324 LIABILITIES: MORTGAGES PAYABLE $ 58,748 1,300 $ 6,027 $ 66,075 NOTES PAYABLE 342,597 $81,300 40,066 463,963 OTHER LIABILITIES 30,218 30,218 TOTAL LIABILITIES 431,563 82,600 46,093 560,256 SHAREHOLDERS' EQUITY 669,068 669,068 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,100,631 $82,600 $46,093 $1,229,324 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 Pro Forma Consolidated Balance Sheet as of April 30, 1997 reflect the acquisition of the four properties and other acquisitions previously reported after April 30, 1997 using increased borrowings. 2. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated Statements 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 four 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 mortgages and notes payable to finance these acquisitions. The interest rate used was approximately 6.75% on the assumed mortgages and 5.9% on the notes payable. 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, Form 8-K dated June 18, 1997 and Form 8-K dated June 30, 1997 for previously reported acquisitions. 5. Other adjustments reflects revenue from leases that commenced after the year ended October 31, 1996. EXHIBIT INDEX Exhibit Number Description 23 Consent of Independent Accountants EX-23 2 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 report dated July 21, 1997 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 October 31, 1996, which is included in this Amendment No. 1 on Form 8-K/A dated September 19, 1997. EICHLER, BERGSMAN & CO., LLP New York, New York September 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----