-----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, Bw5xKkCZZjHbdBqR+VvEh9JGX0jFXOUwfHxiKvJ6zZOudNiV5NVGQv3QjCX3+mjS eF3jQwxB0bRARZPD1U3NcA== 0000910643-96-000014.txt : 19960606 0000910643-96-000014.hdr.sgml : 19960606 ACCESSION NUMBER: 0000910643-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960605 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960605 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: 1934 Act SEC FILE NUMBER: 001-08459 FILM NUMBER: 96576903 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 =========================================================================== 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 (Date of earliest event reported) June 5, 1996 (April 2, 1996) 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) =========================================================================== 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 5, 1996 NEW PLAN REALTY TRUST By: /s/ Michael I. Brown __________________________ Michael I. Brown Chief Financial Officer and Controller Item 5. Other Events New Plan Realty Trust (the "Trust") purchased four properties for an aggregate purchase price of approximately $31.2 million, all of which was paid in cash. Additional information regarding the four properties, including the dates of acquisition, is set forth below. Occupancy As of Gross Date of Date of Leas- Acqui- Acqui- able Property sition Acres sition Seller Units Area ________ ______ _____ _________ ______ _____ _______ Country Place 4/2/96 27 98% Continental 312 N/A Apartments Real Nashville, TN Estate Cedar Bluff 5/1/96 32 98% Cedar Bluff 192 N/A Apartments Associates LLC Knoxville, TN Delhi Shopping 5/22/96 15 96% Erlene Wurster N/A 166,000 Center Cincinnati, OH Miller Crest 6/3/96 16 97% Miller Crest 121 N/A Apartments Apartments LP Johnson City, TN and Miller Crest Land LP =========================================================================== Audited statements of revenue and certain operating expenses for the year ended October 31, 1995 and pro forma financial information reflecting the acquisition of the four 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. Reports of Eichler, Bergsman & Co., LLP, Independent Certified Public Accountants, dated April 3, 1996 and May 29, 1996. 2. Certain properties acquired - Historical summaries of revenues and certain operating expenses for the year ended October 31, 1995. 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 statements of income for the year ended July 31, 1995 and the six months ended January 31, 1996. (b) Condensed consolidated balance sheet as of January 31, 1996. (c) 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, NY 10036 INDEPENDENT AUDITORS' REPORT We have audited the accompanying Historical Summary of Revenues and Certain Operating Expenses of Country Place Apartments (the "Property") for the year ended October 31, 1995. 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 & Co., LLP New York, New York April 3, 1996 CERTAIN PROPERTIES ACQUIRED HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED OCTOBER 31, 1995 (In Thousands) Rental Income $1,722 Repairs and maintenance $288 Real estate taxes 104 Other operating expenses 318 710 ____ ______ Excess of revenues over certain operating expenses $1,012 ====== NOTE: The Historical Summary of Revenues and Certain Operating Expenses relates to the operations of Country Place 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. 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 Miller Crest Apartments, Cedar Bluff Apartments and Delhi Shopping Center (the "Properties") for the year ended October 31, 1995. 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 & Co., LLP New York, New York May 29, 1996 CERTAIN PROPERTIES ACQUIRED HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED OCTOBER 31, 1995 (In Thousands) Rental Income $3,267 Repairs and maintenance $287 Real estate taxes 269 Other operating expenses 328 884 ____ ______ Excess of revenues over certain operating expenses $2,383 ====== NOTE: The Historical Summary of Revenues and Certain Operating Expenses relates to the operations of Miller Crest Apartments, Cedar Bluff Apartments and Delhi Shopping Center (the "Properties") while under ownership previous to New Plan Realty Trust. Two of the Properties are residential apartment complexes, and one of the Properties is a shopping center. 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 existing commercial operating leases at the shopping center being reported on are approximately as follows (in thousands): 1996 - $1,247 1999 - $1,100 1997 - 1,138 2000 - 1,053 1998 - 1,132 thereafter - 8,855 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 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 October 31, 1995 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 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 $3,395 Less: Estimated depreciation 624 ______ Estimated taxable operating income $2,771 ====== Estimates of funds generated: Estimated taxable operating income $2,771 Add: Estimated depreciation 624 ______ Estimate of funds generated $3,395 ====== _______________________ b. Estimated taxable income for New Plan Realty Trust (including the four properties) for the year ended July 31, 1995 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 TAXABLE OPERATING 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 condensed consolidated balance sheet as of January 31, 1996 reflects the acquisition of the four properties. The pro forma condensed consolidated statements of income for the year ended July 31, 1995 and the six months ended January 31, 1996 reflect the acquisition of the four properties as if the transaction had occurred on August 1, 1994. This pro forma information is based on the historical statements of the Trust after giving effect to the acquisition of the four 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 acquisition been made on the date indicated. Also, it 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, 1995 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, 1995) and its unaudited consolidated financial statements as of January 31, 1996 and for the six months then ended (which are contained in the Trust's Form 10-Q for the period ended January 31, 1996) and the accompanying notes.
NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) YEAR ENDED JULY 31, 1995 (In thousands except for per share amounts) PREVIOUSLY REPORTED(5) HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA ___________ ___________ ___________ _________ ___________ ___________ _________ Rental Revenues $126,448 $4,989 $131,437 $16,090 $147,527 Interest And Dividends 4,128 ($1,200) (2,3) 2,928 ($155) 2,773 __________________________________ ________ _______ _____ ________ 130,576 4,989 (1,200) 134,365 16,090 (155) 150,300 Operating Expenses 43,343 1,594 44,937 4,788 49,725 Depreciation Expense 15,055 624 (2,4) 15,679 2,132 17,811 Interest Expense 7,174 72 (2,3) 7,246 2,016 9,262 __________________________________ ________ _______ ______ ________ 65,004 3,395 (1,896) 66,503 11,302 (4,303) 73,502 Other Deductions 2,516 2,516 2,516 Other Income 228 228 228 __________________________________ ________ _______ ______ ________ Net Income $ 62,716 $3,395 ($1,896) $ 64,215 $11,302 ($4,303) $ 71,214 ================================== ======== ======= ====== ======== Net Income Per Share $ 1.19 $ 1.21 $ 1.25 Average Shares Outstanding 52,894 52,894 4,060 56,954 See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements (Unaudited)
NEW PLAN REALTY TRUST AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) SIX MONTHS ENDED JANUARY 31, 1996 (In thousands except for per share amounts) PREVIOUSLY REPORTED(5) HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA ___________ ___________ ___________ _________ ___________ ___________ _________ Rental Revenues $76,398 $2,495 $78,893 $8,045 ($2,005) $84,933 Interest And Dividends 2,920 ($600) (2,3) 2,320 (78) 2,242 _________________________________ ________ _______ ______ ________ 79,318 2,495 (600) 81,213 8,045 (2,083) 87,175 Operating Expenses 26,619 797 27,416 2,394 (546) 29,264 Depreciation Expense 9,302 312 (2,4) 9,614 969 10,583 Interest Expense 8,456 36 (2,3) 8,492 651 9,143 _________________________________ ________ _______ ______ ________ 34,941 1,698 (948) 35,691 5,651 (3,157) 38,185 Other Deductions 1,438 1,438 1,438 Other Income 783 783 783 _________________________________ ________ _______ ______ ________ Net Income $34,286 $1,698 ($948) $35,036 $5,651 ($3,157) $37,530 ================================= ======== ======= ====== ======== Net Income Per Share $ .62 $ .64 $ .65 Average Shares Outstanding 55,131 55,131 2,323 57,454 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 JANUARY 31, 1996 (In Thousands) PRO FORMA PRO AS REPORTED(1) ADJUSTMENTS (1) FORMA ___________ ___________ ______ ASSETS: REAL ESTATE $828,847 $31,200 $860,047 CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND OTHER INVESTMENTS 30,158 (30,000) 158 OTHER 43,474 43,474 ________ _______ ________ TOTAL ASSETS $902,479 $1,200 $903,679 ======== ====== ======== LIABILITIES: MORTGAGES PAYABLE $ 44,939 $ 44,939 NOTES PAYABLE 179,422 $1,200 180,622 OTHER LIABILITIES 22,220 22,220 ________ _______ ________ 246,581 1,200 247,781 SHAREHOLDERS' EQUITY 655,898 655,898 ________ _______ ________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $902,479 $1,200 $903,679 ======== ====== ======== 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 reflect the acquisition of the four properties using cash on hand and borrowings under the Trust's line of credit. 2. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended July 31, 1995 and the six months ended January 31, 1996 include adjustments to rental revenue and interest income and operating, interest and depreciation expense to reflect the acquisition of the four properties as if they had been acquired on August 1, 1994. (See Notes 4 and 5.) 3. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended July 31, 1995 and for the six months ended January 31, 1996 include a reduction in interest income due to the use of cash on hand to purchase the aforementioned properties and an increase in interest expense due to an increase in borrowings to partially finance such acquisitions. The interest rate used for calculating the interest expense was 6%, an estimate of the cost of borrowing. The interest rate used for calculating the reduction in interest income was 4%, representing the average rate of interest earned on the Trust's cash balances. 4. 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. 5. Refer to the Trust's Current Report on Form 8-K/A Amendment No. 2 dated March 19, 1996 for previously reported amounts. 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. 33-58596, 33- 61383 and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our reports dated April 3, 1996 and May 29, 1996, on our audits of the Historical Summary of Revenues and Certain Operating Expenses of certain properties acquired by New Plan Realty Trust (the "Trust") for the year ended October 31, 1995, which are included in this Current Report on Form 8-K dated June 5, 1996. EICHLER,BERGSMAN & CO., LLP New York, New York June 5, 1996 -----END PRIVACY-ENHANCED MESSAGE-----