-----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, Owk6kOdFG46bvRWgCSM0pygNVgdlkjdeN/oEeLq7/KhOzMDlbNc8dxicn3MbL4cC 0DW7bvlpPK/L+cT6nwe1qA== 0000910643-97-000074.txt : 19970619 0000910643-97-000074.hdr.sgml : 19970619 ACCESSION NUMBER: 0000910643-97-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970618 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970618 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: 97625696 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 18, 1997 (December 12, 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 18, 1997 NEW PLAN REALTY TRUST By:/s/ Michael I. Brown _____________________________________ Michael I. Brown Chief Financial Officer and Controller 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 $45.5 million of which $29.3 million was paid in cash. This was the estimated fair market value of such properties. Additional information regarding the three properties is set forth below. Date of Property Acquisition Acres Units Seller Occupancy COURTS @ WATERFORD 12/12/96 27 318 Chattanooga 95% PLACE APARTMENTS Properties Chattanooga, TN II L.P. KNOLLWOOD 5/7/97 42 704 Knollwood I, 98% APARTMENTS II, III, IV Mobile, AL L.P. SPRING CREEK 6/2/97 19 288 5811 Spring 89% APARTMENTS Run L.P. Columbus, OH 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 10, 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 Courts @ Waterford Place, Knollwood Apartments, and Spring Creek 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 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 10, 1997 CERTAIN PROPERTIES ACQUIRED HISTORICAL SUMMARY OF COMBINED REVENUES AND CERTAIN OPERATING EXPENSES FOR THE YEAR ENDED OCTOBER 31, 1996 (IN THOUSANDS) Rental income $7,190 Repairs and maintenance $ 715 Real estate taxes 480 Other operating expenses 1,273 2,468 ______ ______ Excess of revenues over certain operating expenses $4,722 ====== NOTE: The Historical Summary of Combined Revenues and Certain Operating Expenses relates to the operation of Courts @ Waterford Place, Knollwood Apartments, and Spring Creek Apartments (the "Properties") while under ownership previous to New Plan Realty Trust. The properties are residential apartment complexes. The summary includes the results of operations of Knollwood Apartments for the twelve months ended December 31, 1996. 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 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 $4,722 Less: Estimated depreciation 908 ______ Estimated taxable operating income $3,814 ====== Estimated funds generated: Estimated taxable operating income $3,814 Add: Estimated depreciation 908 ______ Estimate of funds generated $4,722 ====== 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 Knollwood and Spring Creek Apartments as if the acquisition had occurred on that date. The acquisition of the Courts @ Waterford Place property is reflected in the historical consolidated balance sheet. 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) PREVISOULY REPORTED (4) --------------------------------------- PRO FORMA AS HISTORICAL PRO FORMA CURRENT HISTORICAL PRO FORMA REVISED REPORTED ACQUISITION ADJUSTMENTS ACQUISITIONS ACQUISITION ADJUSTMENTS PRO FORMA -------- ----------- ----------- ------------ ----------- ----------- --------- RENTAL REVENUES $162,821 $7,190 $170,011 $18,634 $ 565 $189,210 INTEREST AND DIVIDENDS 4,785 4,785 (2,067) 2,718 ________ ______ ________ _______ ______ ________ TOTAL REVENUE 167,606 7,190 174,796 18,634 (1,502) 191,928 OPERATING COSTS 57,302 2,468 59,770 6,550 66,320 DEPRECIATION EXPENSE 20,004 $ 908 (2,3) 20,912 2,293 23,205 INTEREST EXPENSE 17,561 2,597 (2) 20,158 4,639 24,797 ________ ______ _______ ________ _______ ______ ________ TOTAL OPERATING EXPENSE 94,867 2,468 3,505 100,840 6,550 6,932 114,322 ________ ______ _______ ________ _______ ______ ________ OTHER DEDUCTIONS 2,616 2,616 2,616 OTHER INCOME 398 398 398 ________ ______ _______ ________ _______ ______ ________ NET INCOME $ 70,521 $4,722 $(3,505) $ 71,738 $12,084 ($8,434) $ 75,388 ======== ====== ======== ======= ====== ======== NET INCOME PER SHARE $ 1.25 $ 1.27 $ 1.33 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) ----------------------------------------- HISTORICAL PRO FORMA HISTORICAL PRO FORMA AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA ----------- ----------- ----------- --------- ----------- ----------- --------- REVENUES: RENTAL REVENUES $147,719 $ 4,571 $152,290 $ 3,700 $ 153 $156,143 INTEREST AND DIVIDENDS 3,277 3,277 3,277 -------- ------- -------- ------- ------- -------- TOTAL REVENUE 150,996 4,571 155,567 3,700 153 159,420 OPERATING EXPENSES: OPERATING COST 54,138 1,545 55,683 1,209 56,892 DEPRECIATION EXPENSE 18,252 $ 578 (2,3) 18,830 401 19,231 INTEREST EXPENSE 19,758 1,571 (2) 21,329 1,423 22,752 -------- ------- -------- ------- ------- -------- TOTAL OPERATING EXPENSES 92,148 1,545 2,149 95,842 1,209 1,824 98,875 -------- ------- -------- OTHER DEDUCTIONS 1,525 1,525 1,525 OTHER INCOME (LOSS) (68) (68) (68) -------- ------- -------- ------- ------- -------- NET INCOME $ 57,255 $ 3,026 ($ 2,149) $ 58,132 $ 2,491 ($1,671) $ 58,952 ======== ======= ======= ======== ======= ====== ======== NET INCOME PER SHARE $ .98 $ 1.00 $ 1.01 AVERAGE SHARES OUTSTANDING 58,353 58,353 58,353 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) PRO FORMA AS REPORTED ADJUSTMENTS (1) PRO FORMA ___________ _______________ _________ ASSETS: REAL ESTATE $1,031,275 $31,727 $1,063,002 CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND OTHER INVESTMENTS 23,523 23,523 OTHER 45,833 45,833 __________ _______ __________ TOTAL ASSETS $1,100,631 $31,727 $1,132,358 ========== ======= ========== LIABILITIES: MORTGAGES PAYABLE $ 58,748 $ 6,027 $ 64,775 NOTES PAYABLE 342,597 25,700 368,297 OTHER LIABILITIES 30,218 30,218 TOTAL LIABILITIES 431,563 31,727 463,290 __________ _______ __________ SHAREHOLDERS' EQUITY 669,068 669,068 __________ ___________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,100,631 $31,727 $1,132,358 ========== ======= ========== 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 Pro Forma Consolidated Balance Sheet as of April 30, 1997 reflect the acquisition of two properties after April 30, 1997 using increased borrowings and the assumption of a mortgage. 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 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 mortgages and notes payable to finance these acquisitions. The interest rate used was approximately 5.4% 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 and Form 8-K dated January 6, 1997 for previously reported acquisitions. 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 June 10, 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 Current Report on Form 8-K dated June 18, 1997. EICHLER, BERGSMAN & CO., LLP New York, New York June 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----