======================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K /x/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended July 31, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______________ to ______________ Commission File Number 1-8459 NEW PLAN REALTY TRUST (Exact name of registrant as specified in its charter) Massachusetts 13-1995781 (State of incorporation) (I.R.S. employer identification no.) 1120 Avenue of the Americas New York, NY 10036 (212) 869-3000 (Address of principal executive offices) (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Shares of Beneficial Interest, no par value (Title of class) New York Stock Exchange (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES __X___ NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/ The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $969,828,000 based on the closing price on the New York Stock Exchange for such stock on September 19, 1995. The number of shares of the Registrant's Shares of Beneficial Interest outstanding was 58,069,362 as of September 19, 1996. Documents Incorporated By Reference Portions of the 1996 New Plan Realty Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders to be held on December 10, 1996 are incorporated by reference into Part III. ========================================================================= TABLE OF CONTENTS Item No. Page PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . .1 Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . .3 Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . 14 Item 4. Submission of Matters to a Vote of Security Holders . . 14 PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters . . . . . . . . . . . . . . 14 Item 6. Selected Financial Data . . . . . . . . . . . . . . . . 17 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . 18 Item 8. Financial Statements and Supplementary Data . . . . . . 21 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . 21 PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Item 10. Trustees and Executive Officers of the Trust . . . 21 Item 11. Executive Compensation . . . . . . . . . . . . . . 22 Item 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . . . . . . . 22 Item 13. Certain Relationships and Related Transactions . . 22 PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Item 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 23 PART I Item I. Business A. General Development of Business New Plan Realty Trust ("Registrant" or the "Trust"), a self- administered and self-managed equity real estate investment trust, was organized on July 31, 1972 as a business trust under the laws of the Commonwealth of Massachusetts. The Trust is the successor to the original registrant (Reg. No. 2-19671), New Plan Realty Corporation, which was incorporated under the laws of the State of Delaware on December 4, 1961. (b) Financial Information About Industry Segments The Trust is in the business of managing, operating, leasing, acquiring, developing and investing in shopping centers, factory outlet centers and apartment complexes. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for certain information required by Item 1. (c) Narrative Description of Business General At September 13, 1996, the Trust owned fee, mortgage or leasehold interests in 115 shopping centers containing an aggregate of approximately 16,085,000 gross rentable square feet, five factory outlet centers containing approximately 1,561,000 gross rentable square feet and 40 apartment complexes containing 8,183 units, all located in 21 states. The average occupancy rate at July 31, 1996 for the shopping centers, factory outlet centers and apartments complexes were approximately 88%, 93% and 93%, respectively. The Trust is self-administered and self-managed and will not engage or pay a REIT advisor because the Trust personnel manage and maintain all of the Trust's properties. The Trust maintains its executive offices at 1120 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 869- 3000. Acquisition, Financing and Operating Strategies The Trust's primary investment strategy is to identify and purchase well-located income-producing shopping centers and apartment complexes at a discount to replacement cost. The Trust also purchases selected factory outlet centers. The Trust seeks to achieve income growth and enhance the cash flow potential of its properties through a program of expansion, renovation, leasing, re-leasing and improving the tenant mix. The Trust minimizes development risks by generally purchasing existing income- producing properties. The Trust regularly reviews its portfolio and from time to time considers the sale of certain of its properties. The Trust generally has acquired properties for cash. It is management's belief that its ability to purchase available properties for cash enhances its negotiating position in obtaining attractive purchase prices. In a few instances properties have been acquired subject to existing non-recourse mortgages. Long-term debt of the Trust at July 31, 1996, consisted of $48.9 million of mortgages bearing interest at rates ranging from 5.65% to 10.75% having a weighted average interest rate of 8.7% and three issues of unsecured notes $98.8 million, $80.7 million and $10 million bearing interest at rates of 7.75%, 6.8% and 7.79% respectively. In August 1996, the Trust issued $59 million of two and three year unsecured variable interest rate notes. The initial interest rates were 5.589% and 5.635%, respectively. In October 1996, the Trust issued $49 million and $25 million of 30-year unsecured senior notes bearing interest rates of 5.95% and 7.65%, respectively. At the option of the holder, the $49 million note is repayable at face value on November 2, 1998 and on November 2, 2006. The Trust's short-term debt consists of normal trade payables and the current portion of mortgages payable. As of July 31, 1996 the Trust had $19.5 million outstanding under its $100 million line of credit with the Bank of New York, Corestates Bank N.A. and Fleet National Bank. In August 1996, the Trust repaid the July 31, 1996 outstanding balance on the credit facility. Virtually all operating and administrative functions, such as leasing, data processing, finance, accounting, construction and legal, are centrally managed at the Trust's headquarters. In addition, the Trust maintains 15 regional offices located near its various properties. On-site functions such as security, maintenance, landscaping, sweeping, plumbing, electrical and other similar activities are either performed by the Trust or subcontracted. The cost of these functions are passed through to tenants to the extent permitted by the respective leases. Developments During the 1996 Fiscal Year In the fiscal year ended July 31, 1996, the Trust acquired 10 shopping centers containing an aggregate of approximately 2.0 million gross rentable square feet and 11 apartment complexes containing 2,169 units. The newly acquired properties are located in Alabama, Georgia, Indiana, Michigan, Missouri, New Jersey, New York, Ohio, Pennsylvania, South Carolina and Tennessee. The aggregate purchase price for all of the properties, including assumed mortgages, was approximately $202 million. Subsequent to July 31, 1996 the Trust purchased 5 apartment complexes containing 885 units. The newly acquired properties are located in Kentucky, Ohio and Tennessee. The aggregate purchase price for the properties was approximately $25.6 million. Gross revenues, net income and funds from operations of the Trust for the fiscal year ended July 31, 1996 were the largest in the Trust's history. Funds from operations, defined as net income plus depreciation and amortization of real estate less gains from asset sales, was approximately $90.1 million ($1.60 per share). Competition The success of the Trust depends, among other factors, upon the trends of the economy, including interest rates, construction costs, income tax laws, increases or decreases in operating expenses, governmental regulations and legislation, including environmental requirements, real estate fluctuations, retailing trends, population trends, zoning laws, the financial condition and stability of tenants, the availability of financing and capital on satisfactory terms and the ability of the Trust to compete with others for tenants and keep its properties leased at profitable levels. The Trust competes for properties with an indeterminate number of investors, including domestic and foreign corporations and financial institutions, and other real estate investment trusts, life insurance companies, pension funds and trust funds. Adverse changes in general or local economic conditions could result in the inability of some existing tenants of the Trust to meet their lease obligations and could otherwise adversely affect the Trust's ability to attract or retain tenants. Management believes, however, that the Trust's financial strength and operating practices, particularly its ability to implement renovation, expansion and leasing programs will enable it to maintain and increase rental income from its properties. Employees As of September 13, 1996, the Trust employed approximately 467 individuals, including executive, administrative and field personnel. The Trust considers its relations with its personnel to be good. Qualification as a Real Estate Investment Trust The Trust presently meets the qualification requirements of a real estate investment trust under Sections 856-58 of the Internal Revenue Code of 1986, as amended (the "Code"). If, as the Trust contemplates, such qualification continues, the Trust will not be taxed on its real estate investment trust taxable income, at least 95% of which will be distributed to shareholders. See Item 5 below. Item 2. Properties The location, general character and primary occupancy information with respect to Registrant's properties as of July 31, 1996 (including acquisitions through September 13, 1996) are set forth on the Summary of Properties Schedule on the pages immediately following. NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties At July 31, 1996 (Includes acquisitions through September 13, 1996) Description Property |----------------------| Type of Percent - ------------------------- Units Acres Interest Rented Apartments ----- ------- -------- -------- - ------------------------- BRECKENRIDGE APARTMENTS 120 7 Fee 98 BIRMINGHAM AL DEVONSHIRE PLACE 284 16 Fee 95 BIRMINGHAM AL COURTS AT WILDWOOD 220 22 Fee 99 BIRMINGHAM AL CLUB APARTMENTS, THE 297 23 Fee 90 BIRMINGHAM AL PLANTATION APARTMENTS 120 6 Fee 95 MOBILE AL MAISON DE VILLE APTS 347 20 Fee 99 MOBILE AL MAISON IMPERIAL APTS 56 6 Fee 98 MOBILE AL RODNEY APARTMENTS 207 11 Fee 91 DOVER DE MAYFAIR APARTMENTS 96 7 Fee 95 DOVER DE LAKE PARK APARTMENTS 227 10 Fee 85 LAKE PARK FL CAMBRIDGE APARTMENTS 180 12 Fee 98 ATHENS GA TARA APARTMENTS 240 19 Fee 83 ATHENS GA HAWTHORNE HEIGHTS APTS 241 15 Fee 93 INDIANAPOLIS IN JAMESTOWN APARTMENTS 125 8 Fee 72 LEXINGTON KY SADDLEBROOK APARTMENTS 455 20 Fee 81 LEXINGTON KY POPLAR LEVEL APARTMENTS 88 3 Fee 97 LOUISVILLE KY LA FONTENAY APARTMENTS 248 17 Fee 99 LOUISVILLE KY CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 98 LOUISVILLE KY RIVERCHASE APARTMENTS 203 5 Fee(1) 91 NEWPORT KY DEERHORN VILLAGE APARTMENTS 309 36 Fee 96 KANSAS CITY MO MEADOW EAST APARTMENTS 100 15 Fee 87 POTSDAM NY MOHAWK GARDEN APARTMENTS 208 12 Fee 86 ROME NY GOLDCREST APARTMENTS 173 9 Fee(1) 93 CINCINNATI OH CAMBRIDGE PARK APTS 196 14 Fee(1) 89 CINCINNATI OH ARLINGTON VILLAGE APARTMENTS 164 10 Fee 93 FAIRBORN OH CHESTERFIELD APARTMENTS 104 9 Fee 96 MAUMEE OH GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 95 HARRISBURG PA HARBOUR LANDING APARTMENTS 208 15 Fee 85 COLUMBIA SC SEDGEFIELD APARTMENTS 280 19 Fee 93 FLORENCE SC TURTLE CREEK APARTMENTS 152 13 Fee 96 GREENVILLE SC HICKORY LAKE APARTMENTS 322 26 Fee 97 ANTIOCH TN ASHFORD PLACE APARTMENTS 268 16 Fee 99 CLARKSVILLE TN THE PINES APARTMENTS 224 11 Fee 98 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 170 11 Fee 99 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 240 11 Fee 99 CLARKSVILLE TN LANDMARK ESTATES APARTMENTS 92 9 Fee(1) 96 EAST RIDGE TN MILLER CREST APARTMENTS 121 16 Fee 100 JOHNSON CITY TN CEDAR BLUFF APARTMENTS 192 32 Fee 100 KNOXVILLE TN COUNTRY PLACE APARTMENTS 312 27 Fee 97 NASHVILLE TN WOODBRIDGE APARTMENTS 220 19 Fee(1) 93 NASHVILLE TN /TABLE NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties At July 31, 1996 (Includes acquisitions through September 13, 1996) Description Number Property |---------------------------| Type of of Percent - --------------------- Sq. Ft. Acres Interest Tenants Rented Factory Outlets --------- -------- ---------- ------- ------- - --------------------- BARSTOW FACTORY OUTLET 333,000 49 Fee 92 97 BARSTOW CA ST AUGUSTINE OUTLET CENTER 335,000 32 Fee 94 95 AUGUSTINE FL BRANSON FACTORY OUTLET 317,000 39 Fee and 92 96 BRANSON MO Leasehold OSAGE FACTORY OUTLET VILLAGE 400,000 147 Fee 113 99 OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 176,000 55 Fee 34 65 MAX MEADOWS VA Development - -------------------- SIX FLAGS FACTORY OUTLET CENTER JACKSON TOWNSHIP NJ 55 Fee Miscellaneous - --------------------- PIZZA HUT - PAD 4,000 1 Fee 1 100 GREENVILLE NC PIZZA HUT - PAD 3,000 Leasehold 1 100 HARRISONBURG VA Mortgages Receivable - --------------------- SHOPPING CENTER - NEW BERN 99,000 17 $750,000 NEW BERN NC First Mortgage 1 NORTH CENTRAL AVENUE 15,000 1 $500,000 HARTSDALE NY Second Mortgage NEWDON PLAZA 105,000 10 $10,350,000 NEW CITY NY First Mortgage WHITESTOWN PLAZA 83,000 11 $4,610,000 WHITESBORO NY First Mortgage LAUREL MALL 333,000 57 $5,420,000 CONNELLSVILLE PA First Mortgage SHOPPING CENTER - HARRISONBURG 119,000 10 $794,500 HARRISONBURG VA First Mortgage INSTITUTE FOR DEFENSE ANALYSES 51,000 8 Leasehold(C) 1 100 PRINCETON NJ Property - ------------- Shopping Centers - ----------------- CLOVERDALE VILLAGE 59,000 6 Fee 6 100 FLORENCE AL RODNEY VILLAGE 216,000 15 Fee 23 74 DOVER DE DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 1 100 DOVER DE ALBANY PLAZA 114,000 7 Fee 11 95 ALBANY GA SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 6 83 ALBANY GA PERLIS PLAZA 166,000 20 Fee 29 98 AMERICUS GA EASTGATE PLAZA - AMERICUS 44,000 4 Fee 7 100 AMERICUS GA ROGERS PLAZA 50,000 5 Fee 5 66 ASHBURN GA SWEETWATER VILLAGE 66,000 7 Fee 10 91 AUSTELL GA CEDARTOWN SHOPPING CENTER 107,000 14 Fee 11 98 CEDARTOWN GA CEDAR PLAZA 83,000 9 Fee 10 100 CEDARTOWN GA CORDELE SQUARE 131,000 11 Fee 15 89 CORDELE GA SOUTHGATE PLAZA - CORDELE 39,000 3 Fee 3 50 CORDELE GA MR B'S 14,000 1 Fee 4 32 CORDELE GA HABERSHAM VILLAGE 147,000 18 Fee 11 97 CORNELIA GA WESTGATE - DUBLIN 191,000 35 Fee 19 78 DUBLIN GA VICTORY SQUARE 165,000 35 Fee 17 90 SAVANNAH GA TIFT-TOWN 61,000 4 Fee 9 60 TIFTON GA WESTGATE - TIFTON 16,000 2 Fee 4 92 TIFTON GA HAYMARKET SQUARE 267,000 28 Fee 22 95 DES MOINES IA HAYMARKET MALL 234,000 22 Fee 11 89 DES MOINES IA TINLEY PARK PLAZA 283,000 21 Fee 27 95 TINLEY PARK IL COLUMBUS CENTER 272,000 24 Fee 26 100 COLUMBUS IN JASPER MANOR 194,000 26 Fee 11 97 JASPER IN TOWN FAIR SHOPPING CENTER 114,000 16 Fee 7 100 PRINCETON IN WABASH CROSSING 167,000 18 Fee 9 96 WABASH IN JACKSON VILLAGE 145,000 48 Fee 11 72 JACKSON KY J*TOWN CENTER 187,000 17 Fee 22 64 JEFFERSONTOWN KY NEW LOUISA PLAZA 111,000 20 Fee 12 92 LOUISA KY PICCADILLY SQUARE 96,000 13 Fee 12 74 LOUISVILLE KY EASTGATE SHOPPING CENTER 145,000 18 Fee 26 96 MIDDLETOWN KY LIBERTY PLAZA 215,000 26 Fee 30 87 RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 110,000 16 Fee 0 0 SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 281,000 32 Fee 19 89 ANN ARBOR MI FARMINGTON CROSSROADS 84,000 8 Fee 12 93 FARMINGTON MI DELTA CENTER 174,000 16 Fee 19 90 LANSING MI HAMPTON VILLAGE CENTRE 460,000 79 Fee and 53 99 ROCHESTER HILLS MI Leasehold FASHION CORNERS 189,000 15 Fee and 18 77 SAGINAW MI Leasehold HALL ROAD CROSSING 176,000 27 Fee 15 95 SHELBY MI WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 9 87 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 1 100 GOLDSBORO NC SHOPPING CENTER - LUMBERTON 107,000 17 Fee 1 4 LUMBERTON NC SHOPPING CENTER - WILSON 105,000 17 Fee 1 76 WILSON NC LAUREL SQUARE 246,000 35 Fee 25 95 BRICKTOWN NJ HAMILTON PLAZA 149,000 18 Fee 9 99 HAMILTON NJ BENNETTS MILLS PLAZA 102,000 13 Fee 26 99 JACKSON NJ MIDDLETOWN PLAZA 123,000 19 Fee 20 75 MIDDLETOWN NJ UNIVERSITY MALL 78,000 25 Fee 7 73 CANTON NY CORTLANDVILLE 100,000 13 Fee 3 95 CORTLAND NY KMART PLAZA 116,000 11 Fee 4 100 DEWITT NY D & F PLAZA 192,000 30 Fee 18 52 DUNKIRK NY SHOPPING CENTER - ELMIRA 54,000 5 Fee 1 100 ELMIRA NY PYRAMID MALL 233,000 37 Fee 7 82 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 1 33 GLOVERSVILLE NY MCKINLEY PLAZA 93,000 20 Fee 12 100 HAMBURG NY CAYUGA PLAZA 207,000 22 Fee 11 94 ITHACA NY SHOPS @ SENECA MALL 238,000 30 Fee 11 74 LIVERPOOL NY TRANSIT ROAD PLAZA 138,000 15 Fee 3 100 LOCKPORT NY SHOPPING CENTER - MARCY 123,000 21 Fee 1 100 MARCY NY WALLKILL PLAZA 203,000 24 Fee 19 86 MIDDLETOWN NY ROCKLAND PLAZA 260,000 28 Fee 35 96 NANUET NY SOUTH PLAZA 144,000 36 Fee 12 90 NORWICH NY WESTGATE PLAZA - ONEONTA 72,000 11 Fee 4 100 ONEONTA NY OSWEGO PLAZA 128,000 20 Fee 14 78 OSWEGO NY MOHAWK ACRES 107,000 13 Fee 18 70 ROME NY MONTGOMERY WARD 84,000 7 Fee 1 100 ROME NY PRICE CHOPPER PLAZA 78,000 6 Fee 3 100 ROME NY WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 10 62 ROME NY NORTHLAND 123,000 23 Fee 12 90 WATERTOWN NY HARBOR PLAZA 52,000 7 Fee 7 78 ASHTABULA OH BELPRE PLAZA 89,000 8 Leasehold 10 52 BELPRE OH SOUTHWOOD PLAZA 83,000 44 Fee 9 81 BOWLING GREEN OH BRENTWOOD PLAZA 235,000 20 Fee 26 90 CINCINNATI OH DELHI SHOPPING CENTER 166,000 15 Fee 26 96 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 139,000 13 Fee 14 97 CINCINNATI OH SOUTH TOWNE CENTRE 309,000 29 Fee 27 95 DAYTON OH HERITAGE SQUARE 232,000 29 Fee 17 90 DOVER OH MIDWAY CROSSING 139,000 15 Fee 17 100 ELYRIA OH FAIRFIELD MALL 74,000 9 Fee 6 90 FAIRFIELD OH SILVER BRIDGE PLAZA 146,000 20 Fee 17 97 GALLIPOLIS OH SHOPPING CENTER - GENOA 17,000 2 Fee 5 100 GENOA OH PARKWAY PLAZA 141,000 12 Fee 16 70 MAUMEE OH NEW BOSTON SHOPPING CENTER 234,000 22 Fee 16 99 NEW BOSTON OH MARKET PLACE 169,000 18 Fee 14 95 PIQUA OH CENTRAL AVE MARKET PLACE 157,000 18 Fee 5 100 TOLEDO OH SHOPPING CENTER - ANNVILLE 83,000 15 Fee 0 0 ANNVILLE PA SHOPPING CENTER - HANOVER 87,000 12 Fee 1 4 HANOVER PA STONEMILL PLAZA 95,000 21 Fee 23 100 LANCASTER PA CROSSROADS PLAZA 105,000 14 Fee 12 96 MT. PLEASANT PA STRAWBRIDGE'S 313,000 Fee (B) 1 100 PHILADELPHIA PA ROOSEVELT MALL NE 250,000 36 Leasehold (A) 61 95 PHILADELPHIA PA IVYRIDGE SHOPPING CENTER 112,000 9 Fee 18 98 PHILADELPHIA PA ROOSEVELT MALL ANNEX 36,000 (B) Fee 11 93 PHILADELPHIA PA ST MARY'S PLAZA 108,000 11 Fee 16 99 ST MARY'S PA NORTHLAND CENTER 94,000 15 Fee and 20 94 STATE COLLEGE PA Leasehold SHOPS AT PROSPECT 63,000 9 Fee 8 96 WEST HEMPFIELD PA YORK MARKETPLACE 256,000 34 Fee and 18 99 YORK PA Leasehold CONGRESS CROSSING 172,000 39 Fee 21 98 ATHENS TN GREENEVILLE COMMONS 223,000 26 Fee 25 99 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 161,000 18 Leasehold 17 94 KINGSPORT TN GEORGETOWN SQUARE 104,000 11 Fee 25 96 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 82,000 10 Fee 0 0 COLONIAL HEIGHTS VA HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 25 97 MECHANICSVILLE VA VICTORIAN SQUARE 271,000 34 Fee 32 97 MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 1 100 SPOTSYLVANIA VA RIDGEVIEW CENTRE 177,000 30 Fee 16 90 WISE VA MOUNDSVILLE PLAZA 170,000 29 Fee 15 69 MOUNDSVILLE WV GRAND CENTRAL PLAZA 75,000 7 Leasehold 6 93 PARKERSBURG WV KMART PLAZA 102,000 14 Fee 9 96 VIENNA WV (A) Lease expires July 1, 2064. (B) The acreage of this property has been included in the acreage of the Roosevelt Mall NE shopping center. (C) The lease and the operating sublease expire on April 18, 2012. (1) Property purchased after July 31, 1996. /TABLE Item 3. Legal Proceedings The Trust is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Trust or its properties, other than routine litigation arising in the ordinary course of business or which is expected to be covered by the Trust's liability insurance. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters (a) Market Information The following table shows the high and low sales price for the Trust's shares on the New York Stock Exchange, and, prior to June 12, 1986, on the American Stock Exchange, and cash distributions paid for the periods indicated. Figures are adjusted to give effect to a 2-for-1 stock split on February 1, 1983 and a 3-for-2 stock split on April 1, 1986. Fiscal Year Ended Cash Distributions July 31, High Low Paid per Share - ----------------- ---- ------ ------------------ 1983 $ 9.50 $ 4.96 $ .51 1984 8.50 7.25 .57 1985 11.92 7.50 .65 1986 14.50 10.00 .73 1987 18.38 13.00 .81 1988 17.63 10.75 .89 1989 17.88 14.38 .97 1990 19.13 14.88 1.05 1991 21.25 13.75 1.13 1992 25.00 19.63 1.21 1993 26.38 21.50 1.275 1994 26.38 20.38 1.315 1995 First Quarter 22.25 19.75 .335 Second Quarter 21.00 18.75 .3375 Third Quarter 21.75 20.25 .34 Fourth Quarter 22.63 20.88 .3425 ------ TOTAL 1.355 1996 First Quarter 23.00 21.13 .345 Second Quarter 22.13 20.75 .3475 Third Quarter 22.13 20.00 .35 Fourth Quarter 21.75 19.88 .3525 ------ TOTAL 1.395 (b) Holders The approximate number of record holders of the Trust's shares of beneficial interest, no par value ("Shares") (the only class of common equity), at September 13, 1996 was 13,072. (c) Distributions The Trust made distributions to shareholders aggregating $1.395 per share during the fiscal year ended July 31, 1996. Of this distribution, it is estimated that $1.268 will qualify as ordinary income, $.007 will qualify as capital gain distribution and $.120 will qualify as a return of capital. The Trust has paid regular and uninterrupted cash distributions on its Shares since it commenced operations as a real estate investment trust in 1972. Since inception, each dividend has either been equal to or greater than the dividend preceding it, and the dividends have been increased in each of the last 69 consecutive quarters. The Trust intends to continue to declare quarterly distributions on its Shares. However, no assurances can be made as to the amounts of future distributions since such distributions are subject to the Trust's cash flow from operations, earnings, financial condition, capital requirements and such other factors as the Board of Trustees deems relevant. The principal factor in the determination of the amounts of distributions is the requirement of the Internal Revenue Code of 1986, as amended, that a real estate investment trust must distribute at least 95% of its real estate investment trust taxable income. The amount of cash available for distribution is impacted by capital expenditures to the extent the Trust were to fund such expenditures out of cash from operations. The Trust has a Dividend Reinvestment and Share Purchase Plan (the "Plan") which allows shareholders to acquire additional Shares by automatically reinvesting distributions. Shares are acquired pursuant to the Plan at a price equal to 95% of the market price of such Shares, without payment of any brokerage commission or service charge. The Plan also allows shareholders to purchase additional Shares on the dividend payment date, at 100% of the average of the high and low sales price of such Shares during the period beginning 30 days prior to, and ending 5 business days prior to, the first business days of January, April, July and October of each year without payment of any brokerage commission or service charge by making optional cash payments. At present, approximately 68% of the Trust's shareholders of record participate in the Plan, including members of the Newman family and executive officers and trustees of the Trust. Item 6. Selected Financial Data The financial data included in this table have been selected by the Trust and have been derived from the consolidated financial statements for those years, found under item 14(a) of this Form 10-K. NEW PLAN REALTY TRUST AND SUBSIDIARIES Year Ended July 31, 1996 1995 1994 1993 1992 Revenue $167,605,981 $130,576,129 $100,954,515 $76,308,770 $64,692,214 Operating expenses 94,867,530 65,572,225 46,913,963 31,400,256 22,740,759 ---------- ---------- ---------- ---------- ---------- 72,738,451 65,003,904 54,040,552 44,908,514 41,951,455 Gains on sales of properties and securities, net 398,498 227,638 989,867 939,878 10,063,729 ----------- ----------- ---------- ---------- ---------- 73,136,949 65,231,542 55,030,419 45,848,392 52,015,184 Other deductions 2,616,138 2,515,669 2,713,163 2,619,754 2,569,531 ---------- ---------- ---------- ---------- ---------- Net income $ 70,520,811 $62,715,873 $52,317,256 $43,228,638 $49,445,653 ============ =========== =========== =========== =========== Total assets $945,393,725 $796,636,475 $616,992,574 $534,247,738 $530,827,411 ------------ ------------ ------------ ------------ ------------ Long term obligations $238,426,049 $206,652,468 $28,060,067 $23,321,235 $17,830,701 ------------ ----------- ----------- ----------- ----------- Net income per share $ 1.25 $ 1.19 $ 1.06 $ .89 $ 1.08 ------------ ------------ ----------- ----------- ----------- Distributions per share $ 1.395 $ 1.355 $ 1.315 $ 1.275 $ 1.21 ------------ ------------ ----------- ----------- ----------- Funds from operations per share1 $ 1.60 $ 1.47 $ 1.27 $ 1.02 $ .97 ------------ ------------ ----------- ------------ ----------- _____________________________ 1 Calculation includes net income plus depreciation and amortization of real estate less gains from sales of securities and properties. /TABLE Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (a) Liquidity and Capital Resources At July 31, 1996, the Trust had approximately $4.3 million in available cash and cash equivalents, $2.1 million in marketable securities and $23.6 million in mortgages receivable. These assets total $30 million. During the fiscal year, the Trust issued approximately 4.1 million Shares, raising $81.2 million. The Trust also issued $10 million of 30 year notes through its medium term note program. The proceeds from these offerings and from the Trust's $100 million revolving credit facility are being used to fund the Trust's ongoing acquisition program. In August 1996, the Trust issued $59 million of two and three year variable rate notes and repaid the balance outstanding under the revolving credit facility. In October 1996, the Trust issued $49 million and $25 million of 30-year unsecured senior notes bearing interest rates of 5.95% and 7.65%, resepctively. At the option of the holder, the $49 million note is repayable at face value on November 2, 1998 and on November 2, 2006. The revolving credit facility, which expires on November 8, 1996 is currently being renegotiated. Gross revenues, net income and funds from operations during fiscal 1996 were the largest in the Trust's history. Debt at July 31, 1996 consisted of approximately $48.9 million of mortgages payable with a weighted average interest cost of 8.7% and unsecured notes of $98.8 million, $80.7 million and $10 million bearing interest at rates of 7.75%, 6.8% and 7.97%, respectively. The increase in mortgages payable was the net result of the assumption of $32.5 million of mortgages in connection with the purchase of five properties and the repayment of $10.5 million of existing mortgages. The increase in other liabilities is due to increases in real estate and other taxes, interest, acquisition costs and accounts payable. These increases are primarily due to a larger property portfolio and normal increases in such items. Short term debt consists of normal trade payables and the current portion of mortgages payable. During the fiscal year $15.1 million of funds was provided from the Dividend Reinvestment and Share Purchase Plan. This is an increase of $1.7 million over the fiscal 1995 amount. During fiscal 1996, the Trust made distributions of $79.0 million to shareholders, paid $169 million to acquire 21 properties and invested $17 million in expansions of and improvements to properties. Other sources of funds are available to the Trust. Based on management's internal valuation of the Trust's properties, including 142 properties which are free and clear of mortgages, the estimated value is considerably in excess of the outstanding mortgage indebtedness totaling $48.9 million. Accordingly, management believes that substantial potential exists for additional mortgage financing as well as unsecured borrowing capacity from public debt financing, banks and other lenders. (b) Results of Operations Fiscal Year Ended July 31, 1996 Compared to Fiscal Year Ended July 31, 1995 In fiscal 1996, total revenues increased $37 million to $167.6 million. Rental income and related revenues increased $36.4 million to $162.8 million. The rental revenue increase came primarily from properties in the portfolio which were acquired in fiscal 1996 or were owned for less than a full year in fiscal 1995. In addition, revenue from all property categories, apartments, factory outlets and shopping centers owned prior to fiscal 1995 contributed to the rental revenue increase. Interest and dividend income increased $.7 million due to higher average investment balances. Operating expenses increased $39.3 million to $94.9 million. Operating costs, real estate and other taxes, and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased $10.4 million to $17.6 million due to a higher level of outstanding debt during fiscal 1996. The increase in the provision for doubtful accounts reflects a much larger revenue base and a higher level of receivables. Administrative expenses as a percent of revenue declined to 1.6% from 1.9%. This was due to increased revenue from newly acquired properties. These costs do not increase in direct proportion to revenue due to economies of scale. Income before gain/(loss) on the sale of properties and securities increased $7.6 million to $70.1 million. During fiscal 1996, a shopping center in Chinoe, Kentucky and two former Nichols stores in Harrisonburg, Virginia and New Bern, North Carolina were sold for a net gain of $.5 million. The $.1 million loss on the sale of securities was due to bonds being called which had been issued at a premium. Net income increased $7.8 million to $70.5 million and earnings per share increased to $1.25 per share from $1.19 per share. Funds from operations, defined as net income plus depreciation and amortization of real estate less net gains from the sale of assets, increased $12.6 million to $90.1 million, and funds from operations per share increased to $1.60 from $1.47. Funds from operations do not necessarily represent cash generated from operating activities in accordance with generally accepted accounting principles and should not be considered as an alternative to net income as an indicator of the Trust's operating performance or as an alternative to cash flow as a measure of liquidity. During fiscal 1996, distributions declared and paid were $1.395 per share, a $.04 per share increase over the preceding year. The most recent distributions declaration in August 1996 was $.3550 per share which is an annualized rate of $1.42 per share. Fiscal Year Ended July 31, 1995 Compared to Fiscal Year Ended July 31, 1994 In fiscal 1995, total revenues increased $29.6 million to $130.6 million. Rental income and related revenues increased $30 million to $126.4 million. The rental revenue increase came primarily from properties in the portfolio which were acquired in fiscal 1995 or were owned for less than a full year in fiscal 1994. In addition, increased revenue from all property types owned prior to fiscal 1994 contributed to the rental revenue increase. Interest and dividend income decreased $.4 million because of lower investment balances. Balances were lower because funds were used for property acquisitions and expansions. Operating expenses increased $18.7 million to $65.6 million. Operating costs, real estate taxes and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased because of the issuance of $181 million face amount of Senior Notes. The decrease in the provision for doubtful accounts was mostly due to higher recoveries in fiscal 1995. In fiscal 1995 the Trust had bad debt recoveries of $501,000 versus $261,000 in fiscal 1994. Administrative expenses as a percentage of revenue decreased to 1.9% from 2.67%. This was due primarily to increased revenue from newly acquired properties. These costs do not vary in proportion to revenue. Income before gains on sales of properties and securities increased $11.2 million to $62.5 million. During the year, a very small shopping center in Millersberg, Ohio and an outparcel at the New Bern, North Carolina shopping center were sold. Net income increased $10.4 million to $62.7 million and earnings per share increased to $1.19 from $1.06. Funds from operations, defined as net income plus depreciation and amortization of real estate less gains from the sale of assets, increased $14.9 million to $77.5 million, and funds from operations per share increased to $1.47 from $1.27. Funds from operations do not represent cash generated from operating activities in accordance with generally accepted accounting principles and should not be considered as an alternative to net income as an indicator of the Trust's operating performance or as an alternative to cash flow as a measure of liquidity. During fiscal 1995 distributions declared and paid were $1.355 per share, a $.04 per share increase over the preceding fiscal year. Fiscal Year Ended July 31, 1994 Compared to Fiscal Year Ended July 31, 1993 In fiscal 1994, total revenues increased $24.7 million to $101 million. Rental income and related revenues increased $31.1 million to $96.4 million. The rental income increase came from properties in the portfolio which were acquired in fiscal 1994 or were owned for less than a full year in 1993, as well as from properties owned prior to fiscal 1993. Interest and dividend income declined $6.4 million because of lower investment balances. Balances were lower because of the use of funds for property acquisitions. Operating expenses increased $15.5 million to $46.9 million. Operating costs, real estate taxes and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased because of higher outstanding mortgage payable balances and the use of the Trust's unsecured credit facility. The increase in the provision for doubtful accounts was mostly due to recoveries in fiscal 1993 which did not recur in fiscal 1994. In fiscal 1993 the Trust had bad debt recoveries of $651,000 versus $261,000 in fiscal 1994. Administrative expenses increased due to higher personnel and travel costs associated with the Trust's larger property portfolio. Income before gains on sales of properties and securities increased $9 million to $51.3 million. During the year, a substantial portion of the Greenville Shopping Center, located in Greenville, North Carolina, was sold. Net income increased $9.1 million to $52.3 million and earnings per share increased to $1.06 from $.89. During fiscal 1994 distributions declared and paid were $1.315 per share, a $.04 per share increase over the preceding fiscal year. Item 8. Financial Statements and Supplementary Data The response to this item is included in a separate section at the end of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Trustees and Executive Officers of the Trust Item 10 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. Executive Officers of the Trust The executive officers of the Trust and their principal occupations are as follows: Name Age William Newman 70 Chairman of the Board and Chief Chairman of the Board of Executive Officer of the Trust since its Trustees and Chief Executive organization in 1972; President of the Officer Trust from 1972 to 1988; President of the Trust's corporate predecessor from 1962 to 1972; formerly Chairman of National Association of Real Estate Investment Trusts; active in real estate for more than 40 years. Arnold Laubich 66 President and Chief Operating Officer President, Chief Operating and Trustee of the Trust since August 1, Officer and Trustee 1988; President of Dover Management Corp. (which managed the Trust's properties) from 1972 to 1988; Senior Vice President of the Trust's predecessor from 1962 to 1972. James M. Steuterman 40 Executive Vice President since October Executive Vice President and 1994; Trustee since 1990; Senior Vice Trustee President from 1990 to 1994; Vice President from 1988 to 1990. Dean Bernstein 38 Vice President - Administration and Vice President - and Finance since October 1994; Vice Administration President and Trustee since 1992; Assistant Vice President from 1991 to 1992; previously a Vice President in the Real Estate Group at Chemical Bank for three years. William Kirshenbaum 60 Vice President of the Trust since 1981; Vice President, Treasurer Treasurer since 1983. Leonard N. Cancell 63 Senior Vice President of the Trust since Senior Vice President - August 1, 1988; Senior Vice President of Operations Dover Management from 1972 to 1988; employee of the Trust's predecessor from 1964 to 1972. Michael J. Brown 54 Chief Financial Officer since 1991; Chief Financial Officer Controller of the Trust since 1987. Controller Irwin E. Kwartler 69 Vice President of the Trust since 1982; Vice President previously, National Sales Manager, Kimball Division of Litton Industries. Steven F. Siegel 36 General Counsel and Secretary of the General Counsel and Trust since October 1991; formerly an Secretary associate in the law firm of Miro, Miro & Weiner for six years. Joseph Bosco 47 Vice President of the Trust since 1993; Vice President-Apartment employee of the Trust since 1983. Operations James DeCicco 50 Vice President of the Trust since 1992; Senior Vice President employee of the Trust since 1991. - -- Leasing Item 11. Executive Compensation Item 11 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management Item 12 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year. Item 13. Certain Relationships and Related Transactions Item 13 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. PART IV Item 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K (a) Consolidated Financial Statements. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. (b) Reports on Form 8-K. 1. Form 8-K dated March 25, 1996. This report contained item 5 of Form 8-K. 2. Form 8-K dated May 24, 1996. This report contained item 5 of Form 8-K. 3. Form 8-K dated June 5, 1996. This report contained items 5 and 7 of Form 8-K. (c) Exhibits. The following exhibits are filed as exhibits to this report: *3.1 Amended and Restated Declaration of Trust of New Plan Realty Trust filed as Exhibit 99.3 to the Registrant's Form 8-K dated May 24, 1996. *9.1 Agreement dated February 26, 1979 among William Newman, Joseph Newman and Melvin Newman filed as Exhibit 9 to Registration Statement No. 2-63669. *9.2 Purchase Agreement dated December 18, 1990 between New Plan Realty Trust and Beleggingsmaatschappij Midas B.V. filed as Exhibit 9.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. *9.3 Termination of Purchase Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.6 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.1 Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993 filed as Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. *10.2 Amendment No. 1 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993 filed as Exhibit 10.3 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. *10.3 Extension request and Consent by and among New Plan Realty Trust, the Lenders party to the Revolving Credit Agreement and The Bank of New York, as agent, dated as of December 1, 1994 filed as Exhibit 10.4 to the Registrant's Form 10- K for the fiscal year ended July 31, 1995. *10.4 Amendment No. 2 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of July 20, 1995 filed as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.5 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995 filed as Exhibit 4.2 to Registration Statement No. 33-60045. *10.6 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.7 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.8 Distribution Agreement dated May 24, 1996 by and among New Plan Realty Trust, Lehman Brothers, Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Smith Barney, Inc., filed as Exhibit 1 to the Registrant's Form 8-K dated May 24, 1996. *10.9 Form of Medium Term Note (Fixed Rate) filed as Exhibit 99.1 to the Registrant's Form 8-K dated May 24, 1996. *10.10 Form of Medium Term Note (Floating Rate) filed as Exhibit 99.2 to the Registrant's Form 8-K dated May 24, 1996. 11 Statement of Computation of Earnings Per Share for the Twelve Months Ended July 31, 1996. 12 Ratio of Earnings to Fixed Charges. 21 Subsidiaries of the Registrant. 23 Consent of Coopers & Lybrand L.L.P. dated September 9, 1996. 27 Financial Data Schedule, filed for edgar filing only. (d) Financial Statement Schedules. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. ______________________________ *Incorporated herein by reference as above indicated. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By:/s/William Newman ----------------- William Newman Chief Executive Officer Dated: October 16, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Trust and in the capacities and on the dates indicated. Signature Title Date /s/ William Newman Chief Executive Officer October 16, 1996 - ----------------------- and Trustee William Newman /s/ Arnold Laubich President, Chief Operating October 16, 1996 - ----------------------- Officer and Trustee Arnold Laubich /s/ Michael I. Brown Chief Financial Officer and October 16, 1996 - ----------------------- Chief Accounting Officer, Michael I. Brown Controller /s/ James M. Steuterman Executive Vice President October 16, 1996 - ----------------------- and Trustee James M. Steuterman /s/ Dean Bernstein Vice President - October 16, 1996 - ----------------------- Administration Dean Bernstein and Finance and Trustee /s/ Melvin Newman Trustee October 16, 1996 - ---------------------- Melvin Newman - ---------------------- Trustee October _, 1996 Norman Gold - ---------------------- Trustee October _, 1996 Raymond H. Bottorf - ---------------------- Trustee October _, 1996 John Wetzler - ---------------------- Trustee October _, 1996 Gregory White ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14(a)(1) AND (2), AND (d) LIST OF CONSOLIDATED FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS YEAR ENDED JULY 31, 1996 NEW PLAN REALTY TRUST AND SUBSIDIARIES NEW YORK, NEW YORK Form 10-K Item 14(a)(1) and (2) NEW PLAN REALTY TRUST AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES The following financial statements of the Registrant are included in Item 8: Report of Independent Accountants. . . . . . . . . . . . . . . . . . .F-2 Consolidated Balance Sheets as of July 31, 1996 and 1995 . . . . . . .F-3 Consolidated Statements of Income for the years ended July 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . .F-5 Consolidated Statements of Changes in Shareholders' Equity for the years ended July 31, 1996, 1995 and 1994 . . . . . . . . . .F-6 Consolidated Statements of Cash Flows for the years ended July 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . .F-7 Notes to Consolidated Financial Statements . . . . . . . . . . . . . .F-9 The following financial statement information and schedules of the Registrant are included in Item 14(d): Schedules II - Valuation and Qualifying Accounts. . . . . . . . . . . . . F-19 III - Real Estate and Accumulated Depreciation . . . . . . . . . F-20 IV - Mortgage Loans on Real Estate. . . . . . . . . . . . . . . F-40 All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees and Shareholders of New Plan Realty Trust: We have audited the consolidated financial statements and financial statement schedules of New Plan Realty Trust and Subsidiaries listed in Item 14(a) of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Plan Realty Trust and Subsidiaries as of July 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended July 31, 1996 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. New York, New York September 13, 1996, except for Note Q as to which the date is October 8, 1996 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 31, 1996 AND 1995 1996 1995 ASSETS: ---- ---- Real estate, at cost (Notes A and E) Land $174,711,789 $135,100,768 Buildings and improvements 803,229,718 629,979,689 ------------ ----------- 977,941,507 765,080,457 Less accumulated depreciation and amortization 82,523,169 64,006,509 ----------- ----------- 895,418,338 701,073,948 Cash and cash equivalents (Note A) 4,300,261 51,888,807 Marketable securities (Note B) 2,095,481 6,050,867 Mortgages and notes receivable (Note C) 23,597,342 22,873,504 Receivables Trade and notes, net of allowance for doubtful accounts (1996 - $3,976,500; 1995 - $2,922,500) (Note A) 11,586,091 6,864,474 Other (Note D) 1,109,164 1,121,878 Prepaid expenses and deferred charges 5,083,827 5,055,942 Other assets 2,203,221 1,707,055 --------- --------- TOTAL ASSETS $945,393,725 $796,636,475 See Notes to Consolidated Financial Statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 31, 1996 AND 1995 1996 1995 ---- ---- LIABILITIES: Mortgages payable (Note E) $48,935,776 $27,295,385 Credit Facility (Note E) 19,500,000 Notes Payable, net of unamortized discount 189,490,273 179,357,083 (1996 - $1,509,727; 1995-$1,642,917) (Note F) Other liabilities (Note G) 24,984,134 16,744,870 Tenants' security deposits 3,129,524 2,709,666 ----------- ----------- TOTAL LIABILITIES 286,039,707 226,107,004 =========== =========== COMMITMENTS AND CONTINGENCIES (Notes H,I,J,O and Q) - - SHAREHOLDERS' EQUITY Preferred shares, par value $1.00, authorized 1,000,000 shares; none issued - - Shares of beneficial interest without par value, unlimited authorization; issued and outstanding (1996 - 58,069,362; 1995 - 53,262,565) (Note I) 719,080,157 622,561,531 Less: loans receivable for the purchase of shares of beneficial interest (Note I) 3,083,573 3,369,558 Add: unrealized gain on securities reported at fair value (Note B) 643,141 182,460 716,639,725 619,374,433 Less distributions in excess of net income 57,285,707 48,844,962 ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 659,354,018 570,529,471 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $945,393,725 $796,636,475 =========== =========== See Notes to Consolidated Financial Statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994 1996 1995 1994 Revenues: Rental income and related revenues $162,821,434 $126,447,966 $96,384,232 (Notes A and K) Interest and dividend income (Notes B and C) 4,784,547 4,128,163 4,570,283 ----------- ---------- ----------- 167,605,981 130,576,129 100,954,515 ----------- ---------- ----------- Operating Expenses: Operating costs 38,865,276 29,960,955 21,982,525 Leasehold rent (Note J) 665,237 614,084 588,174 Real estate and other taxes 15,787,643 11,809,539 9,560,719 Interest expense 17,561,362 7,174,028 2,288,633 Depreciation and amortization 20,004,378 15,055,225 11,342,009 Provision for doubtful accounts 1,983,634 958,394 1,151,903 ----------- ---------- ----------- Total operating expenses 94,867,530 65,572,225 46,913,963 ----------- ---------- ----------- 72,738,451 65,003,904 54,040,552 Other Expenses: Administrative expenses 2,616,138 2,515,669 2,713,163 ----------- ---------- ----------- Income Before Gain/(Loss) on Sale of Properties and Securities: 70,122,313 62,488,235 51,327,389 Gain on sale of properties, net 540,209 227,638 459,792 (Loss)/Gain on sale of securities, net (141,711) - 530,075 ----------- ------------ ----------- 398,498 227,638 989,867 ----------- ------------ ----------- Net Income $70,520,811 $62,715,873 $52,317,256 =========== ========== =========== Net Income Per Share (Note A) $1.25 $1.19 $1.06 =========== ========== =========== Cash Distribution Per Share $1.395 $1.355 $1.315 =========== ========== =========== See Notes to Consolidated Financial Statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994 (NOTE I) 1996 1995 1994 ---- ---- ---- Number of Shares of Beneficial Interest Balance at beginning of each year 53,262,565 52,594,161 48,956,564 Sales of shares under Dividend Reinvestment Plan 737,797 667,204 610,437 Stock options exercised 9,000 1,200 27,160 Issuance of shares pursuant to public offering 4,060,000 - 3,000,000 ---------- ---------- ---------- Balance at end of year 58,069,362 53,262,565 52,594,161 ========== ========== ========== Shares of Beneficial Interest Balance at beginning of each year $622,561,53 $609,067,613 $530,900,723 Sales of shares under Dividend Reinvestment Plan 15,126,326 13,472,493 13,551,244 Stock options exercised 164,500 21,425 500,646 Issuance of shares pursuant to public offering 81,227,800 - 64,115,000 ----------- ----------- ----------- Balance at end of each year 719,080,157 622,561,531 609,067,613 =========== =========== =========== Loans Receivable for the Purchase of Shares of Beneficial Interest Balance at beginning of each year (3,369,558) (3,630,421) (2,761,098) Repayment of loans for the purchase of shares 285,985 260,863 288,522 ---------- ---------- --------- Loans receivable for the purchase of shares - - (1,157,845) ---------- ---------- ---------- Balance at end of each year (3,083,573) (3,369,558) (3,630,421) ========== ========== ========= Distributions in Excess of Net Income Balance at beginning of each year (48,844,962) (39,944,408) (27,568,697) Net income 70,520,811 62,715,873 52,317,256 Dividends paid (78,961,556) (71,616,427) (64,692,967) ----------- ----------- ----------- Balance at end of each year (57,285,707) (48,844,962) (39,944,408) ----------- ----------- ----------- Unrealized Gain on Securities Reported at Fair Value (Note C) Balance at beginning of each year 182,460 - - At adoption of SFAS 115 - 182,460 - Increase during the year 460,681 - - ------- --------- ---------- Balance at end of each year 643,141 182,460 - ------- --------- ---------- TOTAL SHAREHOLDERS' EQUITY $659,354,018 $570,529,471 $565,492,784 ============ ============ ============ See Notes to Consolidated Financial Statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994 (NOTE N) 1996 1995 1994 ------ ----- ----- OPERATING ACTIVITIES Net income $70,520,811 $62,715,873 $52,317,256 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 20,004,378 15,055,225 11,342,009 Gain on sale of properties, net (540,209) (227,638) (459,792) Loss/(Gain) on sale of securities, net 141,711 - (530,075) ----------- ---------- ---------- 90,126,691 77,543,460 62,669,398 Changes in operating assets and liabilities, net Increase in trade and notes receivable (5,775,617) (1,165,765) (2,491,666) Decrease in other receivables 12,714 506,489 288,014 Increase in allowance for doubtful accounts 1,054,000 591,000 105,500 Increase in other liabilities 8,239,264 6,492,376 1,444,619 (Increase)/decrease in net sundry assets and liabilities (250,994) (907,583) 54,594 NET CASH PROVIDED BY OPERATING ACTIVITIES 93,406,058 83,059,977 60,770,459 INVESTING ACTIVITIES Sales of marketable securities 4,274,356 424,783 43,524,412 Purchases of marketable securities - - (1,298,479) Net proceeds from the sale of properties 3,473,913 1,025,000 1,998,194 Purchase and improvement of properties (186,008,486) (136,310,299) (219,541,405) Repayment of mortgage notes receivable 820,662 36,172 1,225,651 NET CASH USED IN INVESTING ACTIVITIES (177,439,555) (134,824,344) (174,091,627) NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994 (NOTE N) (CONTINUED FROM PREVIOUS PAGE) 1996 1995 1994 ---- ---- ---- FINANCING ACTIVITIES Distributions to shareholders (78,961,556) (71,616,427) (64,692,967) Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 15,126,326 13,472,493 13,551,244 Issuance of shares of beneficial interest pursuant to public offering, net of loans receivable and offering costs 81,227,800 - 62,957,155 Issuance of shares of beneficial interest upon exercise of stock options 164,500 21,425 500,646 Proceeds from short-term borrowings 19,500,000 352,000,000 47,500,000 Repayment of short-term borrowings - (359,500,000) (40,000,000) Proceeds from sale of notes 10,000,000 179,322,720 - Payment of deferred financing costs (996,990) - Principal payments on mortgages (364,422) (407,892) (325,769) Repayment of mortgages (10,533,682) (12,059,000) (6,954,088) Repayment of loans receivable for the purchase of shares of beneficial interest 285,985 260,863 288,522 NET CASH PROVIDED BY FINANCING ACTIVITIES 36,444,951 100,497,192 12,824,743 ---------- ----------- ---------- (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (47,588,546) 48,772,825 (99,196,425) Cash and cash equivalents at beginning of year 51,888,807 3,115,982 102,312,407 ---------- --------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $4,300,261 $51,888,807 $3,115,982 See Notes to Consolidated Financial Statements. Notes To Consolidated Financial Statements Note A - Summary of Significant Accounting Policies Organization and Income Taxes: New Plan Realty Trust was organized July 31, 1972 as a Massachusetts Business Trust. New Plan Realty Trust and subsidiaries (the "Trust") have elected to be taxed as a Real Estate Investment Trust ("REIT") under the provisions of the Internal Revenue Code. Accordingly, the Trust does not pay Federal income tax on income as long as income distributed to shareholders is at least equal to real estate investment trust taxable income and pays no Federal income tax on capital gains distributed to shareholders. The Trust may be subject to tax by certain states that do not recognize the REIT. These taxes have been included in real estate and other taxes. Basis of Consolidation: The consolidated financial statements include the accounts of New Plan Realty Trust and its wholly owned qualified REIT subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain prior period amounts have been reclassified to conform to the current year presentation. Real Estate: Real estate is carried at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation is calculated on the straight-line method based on the estimated useful lives of the assets ranging from 5 to 40 years. Amortization is calculated on a straight-line basis over the shorter of the life of the lease or the estimated useful life of the asset. If there is an event or a change in circumstances that indicates that the basis of the Trust's property may not be recoverable the Trust's policy is to assess any impairment in value by making a comparison of the current and projected operating cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying amount of the property. Such carrying amounts would be adjusted, if necessary, to reflect an impairment in the value of the property. The Trust records sales when, among other criteria, the parties are bound by the terms of a contract, all consideration has been exchanged and all conditions precedent to closing have been performed. These conditions are usually met at the time of closing. The cost and related accumulated depreciation of assets sold are removed from the respective accounts and any gain or loss is recognized in income. New Accounting Standards: In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"), which will be effective for financial statements issued for fiscal years beginning after December 15, 1996. The Trust expects to elect the disclosure provisions of SFAS 123. However, based upon the number of stock options issued in the current year, management believes that the impact will not be material and, therefore, believes that disclosure will not be necessary. Cash Equivalents: Cash equivalents consist of short-term, highly liquid debt instruments with original maturities of three months or less. Items classified as cash equivalents include insured bank certificates of deposit and commercial paper. The carrying amount of cash equivalents approximates fair value due to the short-term maturities of these financial instruments. At times cash balances at a limited number of banks may exceed insurable amounts. The Trust believes it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. Revenue Recognition: Lease agreements between the Trust and retail tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, increases in Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to the Trust or when billed to tenants. The Trust recognizes rental income from leases with scheduled rent increases on a straight-line basis over the lease term. Deferred rent receivable, included in trade and notes receivable, represents the difference between the straight-line rent and amounts currently due. Concentration of Credit Risk: No tenant or single property accounts for more than 6.0% of the Trust's revenues. Net Income Per Share: Net income per share is calculated using a weighted average number of shares outstanding during each year: 1996 - 56,483,827 shares; 1995 - 52,894,355 shares; 1994 - 49,501,984 shares. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The most significant estimates relate to depreciation and valuation of real estate. Note B - Marketable Securities In 1995, the Trust adopted Statement of Financial Accounting Standards No. 115 "Accounting For Certain Investments in Debt and Equity Securities" ("SFAS 115") and, accordingly, has classified all such investments as available-for-sale. All investments are recorded at current market value with an offsetting adjustment to shareholders' equity. July 31, 1996 1995 - -------------------------------------------------------------------- Equity Debt Equity Debt ------ ---- ------ ---- Amortized cost/cost basis $ 977,061 $ 475,279 $ 979,656 $4,888,751 Unrealized holdings gains 643,141 -- 716,252 -- Unrealized holdings losses -- -- -- (533,792) Fair value $1,620,202 $ 475,279 $1,695,908 $4,354,959 The debt securities have maturity dates ranging from 1997 to 2001. The net increase in unrealized holding gains that has been included as a separate component of shareholders' equity is $643,141 for 1996. The weighted average method is used to determine realized gain or loss on securities sold. The market value of marketable securities is based on quoted market prices as of July 31, 1996 and 1995. Note C - Mortgages & Notes Receivable Mortgages and Notes Receivable are collateralized principally by real property and consist of the following: July 31, 1996 1995 - ------------------------------------------------------------------------ 10% purchase money first mortgage, due August 1, 1997 $5,420,000 $6,200,000 9.38% purchase money first mortgage, due July 25, 1998 4,610,000 4,610,000 9.375% purchase money first mortgage, due July 27, 1997 10,350,000 10,350,000 12% leasehold mortgage, due June 1, 2011 913,999 935,056 10.5% second mortgage due February 1, 1999 500,000 500,000 11.5% note, due April 30, 2004 258,843 278,448 8.75% purchase money first mortgage, due July 23, 1998 794,500 - 7.2% purchase money first mortgage, due May 9, 2001 750,000 - ---------- ---------- $23,597,342 $22,873,504 The aggregate fair value of the mortgages receivable approximates the carrying value as of July 31, 1996 and 1995. The fair value of mortgages receivable is estimated based on discounting the future cash flows at a year-end risk adjusted lending rate that the Trust would utilize for loans of similar risk and duration. Note D - Other Receivables July 31, 1996 1995 - ------------------------------------------------------------------------ Interest and dividends $312,733 $445,673 Notes receivable 282,055 139,205 Due from officers, trustees and employees (1) 488,271 449,791 Miscellaneous receivables 26,105 87,209 -------- ------- $1,109,164 $1,121,878 - ------------------------------------------------------------------------- (1) Amounts, which are interest bearing, are either due on demand or have scheduled maturities. Note E - Mortgages and Credit Facility Mortgages are collateralized by real property with a carrying value of $147,112,000 before accumulated depreciation and amortization. As of July 31, 1996, mortgages payable bear interest at rates ranging from 5.65% to 10.75%, having a weighted average rate of 8.7% per annum and mature from 1997 to 2008. Scheduled principal payments during each of the next five fiscal years and thereafter are approximately as follows: Year Ending July 31, Amount - ------------------------------------------------------------------------- 1997 $ 862,743 1998 2,395,014 1999 10,006,951 2000 17,489,006 2001 636,399 Thereafter 17,545,663 Total $48,935,776 The aggregate fair value of mortgages payable approximates the carrying value as of July 31, 1996 and 1995. The fair value of mortgages payable is estimated based on discounting future cash flows at a year-end adjusted borrowing rate which reflects the risk associated with mortgages of similar risk and duration. Certain other mortgages require the payment of interest only at a rate that follows certain short-term interest rate statistics such as treasury and prime rates and are therefore considered to be at fair value. The Trust has an unsecured revolving credit facility which provides for up to $100 million of borrowings until November 8, 1996. At July 31, 1996, $19,500,000 was outstanding. The weighted average interest rate was 6.1%. At July 31, 1995 no amounts were outstanding under this facility. At the time of borrowing, the Trust can choose from three interest rate options. There are restrictive covenants that place a ceiling on total indebtedness of the lesser of 65% of tangible net worth or $350,000,000, a ceiling on mortgage indebtedness of $105,000,000, a minimum interest coverage ratio of 2.5 to 1 and a minimum tangible net worth of $400,000,000. The Trust has available approximately $1.0 million of unused letters of credit as of July 31, 1996. Interest costs capitalized for the years ended July 31, 1996, 1995, and 1994 were approximately $203,000, $1,161,000, and $586,000, respectively. Interest paid for the years ended July 31, 1996, 1995 and 1994 was $17,085,000, $5,031,000, and $2,875,000, respectively. Note F - Notes Payable Notes Payable consists of the following: July 31, 1996 1995 - --------------------------------------------------------------- 7.75% Senior unsecured notes, face amount $100 million, due 4/6/2005, effective interest rate 7.95%, net of unamortized discount: 1996 - $1,236,986; 1995 - $1,333,789 $98,763,014 $98,666,211 6.80% Senior unsecured notes, face amount $81 million, due 5/15/2002, effective interest rate 6.87%, net of unamortized discount: 1996 - $272,741; 1995 - $309,128 80,727,259 80,690,872 7.97% unsecured notes, face amount, $10 million, due 8/14/2026 10,000,000 - Total $189,490,273 $179,357,083 The Notes are subordinate to mortgages payable and rank equally with borrowings under the revolving credit facility. Where applicable, the discount is being amortized over the life of the respective Notes using the effective interest method. Interest is payable semi-annually and the principal is due at maturity. Among other restrictive covenants, there is a restrictive covenant that limits the amount of total indebtedness to 65% of total assets. For the year ended July 31, 1996, $314,000 of amortized discount and issuing costs were included in interest expense. The aggregate fair value of the Notes approximates the carrying value at July 31, 1996. The fair value of the Notes payable is estimated based on discounting the future cash flows at a year-end risk adjusted borrowing rate which reflects the risk associated with notes of similar risk and duration. Note G - Other Liabilities July 31, 1996 1995 - ---------------------------------------------------------- Accounts payable $2,750,313 $1,206,096 Real estate taxes payable 4,769,689 3,230,716 State and local taxes payable 3,906,163 2,540,695 Interest payable 3,633,896 3,273,611 Amounts due seller of property 970,104 442,289 Professional fees and costs 728,628 769,246 Deposits 400,000 400,000 Acquisition costs 2,574,000 666,929 Other 4,932,891 3,962,035 Deferred rent expense 318,450 253,253 ----------- -------- $24,984,134 $16,744,870 Note H - Stock Option Plans 1985 Incentive Stock Option Plan (the "1985 Plan"): Pursuant to the 1985 Plan, options to purchase shares of beneficial interest (the "Shares") were granted to officers and certain key employees. The exercise price is not less than the fair market value of Shares on the date of grant. Options are not exercisable until one year from the date of grant, are exercisable at 20% per year beginning in the second year and expire seven years from the date of grant. The Trust no longer grants options to purchase Shares under this plan. 1991 Stock Option Plan (the "1991 Plan"): Pursuant to the 1991 Plan, options to purchase up to 1,000,000 Shares may be granted to officers and key employees until September 5, 2001. The exercise price is not less than the fair market value of the Shares on the date of grant. Options are not exercisable until one year from the date of grant, are exercisable at 20% per year beginning in the second year and expire seven years from the date of grant. Non-Qualified Stock Option Plan (the "Non-Qualified Plan"): Pursuant to the Non-Qualified Plan, options to purchase Shares were granted to officers and certain key employees. Options are not exercisable until one year from the date of grant, and thereafter are exercisable 20% per year. Other terms are similar to the terms of the 1985 Plan. The Trust no longer issues options to purchase Shares from this plan. March 1991 Stock Option Plan (the "March 1991 Plan"): Pursuant to the March 1991 Plan, two options for 650,000 Shares each were granted to Mr. William Newman and Mr. Arnold Laubich. The grant of the two options, totalling 1,300,000 Shares, was approved by the Board of Trustees on December 5, 1991. Pursuant to the March 1991 Plan, the exercise price of the options was not less than the fair market value of the Shares on the date of grant. Thirty percent of each of the two stock options became exercisable during the third year following the date of grant. Thereafter, the Shares become exercisable 10% per year. The following table shows the activity and balances for each stock option plan during the fiscal years indicated. Non- March 1985 Qualified 1991 1991 Options Plan Plan Plan Plan - --------------------------------------------------------------- Outstanding July 31, 1993 334,660 16,300 1,300,000 -- Exercised (15,860) (11,300) -- -- Cancelled (37,800) -- -- (3,000) Granted 64,500 -- -- 182,000 ---------------------------------------- Outstanding July 31, 1994 345,500 5,000 1,300,000 179,000 Exercised (1,200) -- -- -- Cancelled (17,700) -- -- (6,000) Granted 25,000 -- -- 249,250 ---------------------------------------- Outstanding July 31, 1995 351,600 5,000 1,300,000 422,250 Exercised (5,000) -- -- (4,000) Cancelled (800) -- -- (20,500) Granted 3,200 -- -- 31,300 --------------------------------------- Outstanding July 31, 1996 349,000 5,000 1,300,000 429,050 - -------------------------------------------------------------------- Options exercisable at July 31, 1996 235,800 3,000 780,000 429,050 Average outstanding option price, which was the market price of the shares on the dates of grant $21.75 $ 21.88 $ 18.88 $21.23 Average price of options exercised during fiscal 1996 $15.40 -- -- $21.88 - ------------------------------------------------------------------------- Note I - Shares of Beneficial Interest The Trust has a Dividend Reinvestment and Share Purchase Plan (the "Plan") whereby shareholders may invest cash distributions and make optional cash payments to purchase Shares of the Trust without payment of any brokerage commission or service charge. The price per share of the additional shares to be purchased with invested cash distributions is the midpoint between the day's high and low sales prices on the New York Stock Exchange, less 5%. The Trust has made loans to officers, trustees and employees primarily for the purpose of purchasing its Shares. These loans are demand and term notes bearing interest at rates ranging from 5% to 9.75%. Interest is payable quarterly. Note J - Lease Agreements The Trust has entered into leases, as lessee, in connection with ground leases for shopping centers which it operates, an office building which it sublets and administrative office space for the Trust. These leases are accounted for as operating leases. The minimum annual rental commitments during the next five fiscal years and thereafter are approximately as follows: Year Ending July 31, Amount - ---------------------------------------------------------------------- 1997 $ 966,000 1998 933,000 1999 935,000 2000 895,000 2001 900,000 Thereafter 20,445,000 Total $25,074,000 - ------------------------------------------------------------------------- For the years ended July 31, 1996, 1995 and 1994, the lease for office space included contingent rentals for real estate tax escalations and operating expense incurred of $100,000, $111,000, and $105,000, respectively. In addition, ground leases provide for fixed rent escalations and renewal options. Note K - Rental Income Under Operating Leases Minimum future rentals to be received during the next five fiscal years and thereafter with initial or remaining noncancellable lease terms in excess of one year are approximately as follows: Year Ending July 31, Amount - ------------------------------------------------------------------------- 1997 $ 97,953,000 1998 88,600,000 1999 77,434,000 2000 62,770,000 2001 50,041,000 Thereafter 323,907,000 Total $700,705,000 - ------------------------------------------------------------------------- The above table 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. Contingent rentals included in income for the years ended July 31, 1996, 1995 and 1994 amounted to approximately $26,173,000, $19,388,000, and $15,684,000, respectively. Note L - Pro Forma Financial Information (Unaudited) The Trust acquired 10 shopping centers, and 11 apartment complexes during the year ended July 31, 1996. The pro forma financial information for the years ended July 31, 1996 and 1995 shown below is based on the historical statements of the Trust after giving effect to the acquisitions as if such acquisitions took place on August 1, 1995, and 1994, respectively. The $201,500,000 aggregate acquisition cost included existing mortgages and $169,000,000 in cash. The pro forma financial information is presented for informational purposes only and may not be indicative of results that would have actually occurred had the acquisitions taken place at the dates indicated or of what may occur in the future. (Amounts In Thousands, Except Share Data) Year Ended July 31, 1996 1995 - ------------------------------------------------------------------------ Pro forma total revenues $180,332 $143,302 Pro forma net income $74,365 $66,560 Pro forma earnings per share $1.32 $1.26 Note M - Quarterly Financial Information (Unaudited) (Amounts In Thousands, Except Share Data) Income Before Gain on Sale Year Ended of Property Net Earnings July 31 Revenue and Securities Income Per Share - ------------------------------------------------------------------------ 1996 - ------------------------------------------------------------------------ First $37,795 $16,273 $16,274 $.31 Second 41,523 17,230 18,012 .31 Third 43,353 17,799 17,297 .30 Fourth 44,935 18,820 18,938 .33 - ------------------------------------------------------------------------- 1995 - ------------------------------------------------------------------------- First $29,961 $15,259 $15,259 $.29 Second 32,062 15,847 15,847 .30 Third 32,757 15,862 15,862 .30 Fourth 35,796 15,520 15,748 .30 - ------------------------------------------------------------------------- Note N - Supplemental Cash Flow Information The Trust entered into the following non-cash investing and financing activities: Year Ended July 31, 1996 1995 - ------------------------------------------------------------------------- Mortgages payable assumed in the acquisition of properties $32,538,000 $11,702,000 Mortgages receivable in connection with the sale of properties $ 1,544,500 -- State and local income taxes paid for the years ended July 31, 1995 and 1994 were $12,000 and $152,000, respectively. No state and local income taxes were paid by the Trust for the year ended July 31, 1996. Note O - Retirement Savings Plan The Trust has a Retirement Savings Plan (the "Savings Plan"). Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Trust may, at the discretion of the Board of Trustees, make a voluntary contribution to the Savings Plan. For the years ended July 31, 1996, 1995 and 1994, the Trust's contribution expense for the Savings Plan was $228,000, $191,000, and $135,000, respectively. Note P - Financial Instruments The estimated fair values of the Trust's financial instruments are as follows: At July 31, 1996 1995 - ------------------------------------------------------------------------- Carrying Fair Carrying Fair Value Value Value Value ------- ----- -------- ----- Assets: Cash and cash equivalents $ 4,300,261 $4,300,261 $51,888,807 $51,888,807 Marketable securities $ 2,095,481 $2,095,481 $ 6,050,867 $ 6,050,867 Mortgages and notes receivable $23,597,342 (1) $22,873,504 (1) Liabilities: Mortgages payable $ 48,935,776 (2) $ 27,295,385 (2) Notes payable $189,490,273 (2) $179,357,083 (2) The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable: Cash and cash equivalents: The carrying amount approximates fair value because of the short maturity of those instruments. Marketable securities: Fair value is based on quoted market prices in accordance with SFAS 115. (1) Mortgages and notes receivable: The fair value approximates the carrying value and is estimated based on discounting the future cash flows at a year- end risk adjusted lending rate that the Trust would utilize for loans of similar risk and duration. (2) Mortgages payable and Notes payable: The fair value approximates the carrying value and is estimated based on discounting future cash flows at a year-end adjusted borrowing rate which reflects the risks associated with mortgages and notes of similar risk and duration. Note Q - Subsequent Events Subsequent to July 31, 1996 the Trust purchased five apartment complexes containing 884 units. The properties are located in Kentucky, Ohio and Tennessee. The aggregate purchase price for such properties was approximately $25.6 million. On August 29, 1996 the Trustees declared a cash distribution to shareholders of record as of September 16, 1996 in the amount of $.3550 per share (approximately $20.6 million) payable on October 1, 1996. In August, 1996, the Trust issued $59 million of two and three year unsecured variable interest rate notes. The initial interest rates were 5.589% and 5.635%, respectively. In October 1996, the Trust issued $49 million and $25 million of 30-year unsecured senior notes bearing interest rates of 5.95% and 7.65%, respectively. At the option of the holder, the $49 million note is repayable at face value on November 2, 1998 and on November 2, 2026. NEW PLAN REALTY TRUST AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS SCHEDULE II Additions ---------------------------------- Balance at Charged Credited Balance Beginning to Costs to Other at End Description of Period and Expenses Revenues Deductions of Period - ----------- ---------- ------------ -------- ---------- --------- Year Ended July 31, 1996 - ------------- Allowance for doubtful accounts $2,922,500 $1,966,715 -- $ 912,715(1) $3,976,500 Year Ended July 31, 1995 - ------------- Allowance for doubtful accounts $2,331,500 $ 993,710 -- $ 402,710(1) $2,922,500 Year Ended July 31, 1994 - ------------- Allowance for doubtful accounts $2,226,000 $1,149,452 -- $1,043,952(1) $2,331,500 (1) Trade receivables charged to the reserve. /TABLE NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1996 Cost Capitalized Subsequent to Initial Cost to Company Acquisition --------------------------- ---------------- Building & Description Encumbrances Land Improvements Improvements ------------------ ------------- ------------- ------------ --------------- Apartments ************************** BRECKENRIDGE APARTMENTS 604,487 2,411,462 156,636 BIRMINGHAM AL COURTS AT WILDWOOD 1,119,320 4,477,301 282,726 BIRMINGHAM AL DEVONSHIRE PLACE 1,245,728 4,982,914 1,047,408 BIRMINGHAM AL THE CLUB APARTMENTS 6,145,000 1,709,558 6,838,233 153,054 BIRMINGHAM AL MAISON IMPERIAL APTS 1,750,000 711,000 2,845,000 MOBILE AL MAISON DEVILLE APTS 4,625,000 1,880,000 7,520,000 MOBILE AL PLANTATION APARTMENTS 1,000,000 387,000 1,547,000 MOBILE AL MAYFAIR APARTMENTS 240,000 962,217 426,190 DOVER DE RODNEY APARTMENTS 769,188 1,612,614 1,133,109 DOVER DE LAKE PARK APARTMENTS 833,000 1,822,039 2,245,177 LAKE PARK FL CAMBRIDGE APARTMENTS 878,593 3,514,373 7,401 ATHENS GA TARA APARTMENTS 3,639,981 1,192,545 4,770,179 2,163 ATHENS GA HAWTHORNE HEIGHTS APTS 1,669,304 6,677,215 1,619 INDIANAPOLIS IN JAMESTOWN APARTMENTS 518,646 2,075,236 629,832 LEXINGTON KY SADDLEBROOK APARTMENTS 1,939,164 7,756,655 129,004 LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 201,402 LOUISVILLE KY LA FONTENAY APARTMENTS 1,176,550 4,706,200 617,606 LOUISVILLE KY POPLAR LEVEL APARTMENTS 284,793 1,139,174 77,604 LOUISVILLE KY DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 80,934 KANSAS CITY MO MEADOW EAST APARTMENTS 86,407 1,467,282 439,433 POTSDAM NY MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,604,600 ROME NY ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 78,226 FAIRBORN OH CHESTERFIELD APARTMENTS 179,109 1,449,156 299,502 MAUMEE OH GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 51,163 HARRISBURG PA HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 461,167 COLUMBIA SC SEDGEFIELD APARTMENTS 1,550,734 6,211,936 110,663 FLORENCE SC TURTLE CREEK APARTMENTS 984,565 3,938,261 1,804 GREENVILLE SC HICKORY LAKE APARTMENTS 1,369,251 5,483,004 490,695 ANTIOCH TN ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 503,939 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 806,355 3,230,420 70,980 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 44,075 CLARKSVILLE TN THE PINES APARTMENTS 918,769 3,679,074 74,076 CLARKSVILLE TN MILLER CREST APARTMENTS 747,155 2,988,618 JOHNSON CITY TN CEDAR BLUFF APARTMENTS 1,312,383 5,249,532 2,866 KNOXVILLE TN COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 22,464 NASHVILLE TN Development ************************** SIX FLAGS FACTORY OUTLET CENTER 784,115 5,937,535 JACKSON TOWNSHIP NJ Factory Outlets ************************** BARSTOW FACTORY OUTLET 10,188,930 5,730,337 22,936,349 12,119,442 BARSTOW CA ST AUGUSTINE OUTLET CENTER 86,865 4,488,742 14,426,139 9,412,931 ST AUGUSTINE FL BRANSON FACTORY OUTLET 17,669 22,312,120 11,698,120 BRANSON MO OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,259,675 7,032,200 OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 411,023 1,644,017 883,970 MAX MEADOWS VA Miscellaneous ************************** PIZZA HUT - PAD 40,065 225,958 GREENVILLE NC PIZZA HUT - PAD 427,500 HARRISONBURG VA Office Building ************************** INSTITUTE FOR DEFENSE ANALYSES 1,389,460 PRINCETON NJ Shopping Centers ************************** CLOVERDALE VILLAGE 634,152 2,536,606 7,304 FLORENCE AL DOVERAMA @ RODNEY VILLAGE 50,755 311,781 DOVER DE RODNEY VILLAGE 1,202,550 2,082,918 2,023,704 DOVER DE ALBANY PLAZA 696,447 2,799,786 90,675 ALBANY GA SOUTHGATE PLAZA - ALBANY 231,517 970,811 17,691 ALBANY GA EASTGATE PLAZA - AMERICUS 221,637 1,036,331 8,970 AMERICUS GA PERLIS PLAZA 774,966 5,301,644 198,519 AMERICUS GA ROGERS PLAZA 291,014 688,590 58,998 ASHBURN GA SWEETWATER VILLAGE 707,938 2,831,750 AUSTELL GA CEDAR PLAZA 928,302 3,713,207 (1) CEDARTOWN GA CEDARTOWN SHOPPING CENTER 816,606 3,266,424 76,400 CEDARTOWN GA CORDELE SQUARE 864,335 3,457,337 192,580 CORDELE GA MR B'S 166,047 154,140 6,718 CORDELE GA SOUTHGATE PLAZA - CORDELE 202,682 958,998 29,841 CORDELE GA HABERSHAM VILLAGE 1,301,643 4,340,422 697,599 CORNELIA GA WESTGATE - DUBLIN 699,174 5,834,809 61,068 DUBLIN GA VICTORY SQUARE 1,206,181 4,824,725 45,726 SAVANAH GA TIFT-TOWN 271,444 1,325,238 150,902 TIFTON GA WESTGATE - TIFTON 156,269 304,705 TIFTON GA HAYMARKET MALL 1,230,252 5,031,799 95,518 DES MOINES IA HAYMARKET SQUARE 2,056,172 8,224,688 142,842 DES MOINES IA TINLEY PARK PLAZA 2,607,702 10,430,808 66,655 TINLEY PARK IL COLUMBUS CENTER 1,196,269 3,608,315 2,398,459 COLUMBUS IN JASPER MANOR 1,319,937 7,110,063 10,766 JASPER IN TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 PRINCETON IN WABASH CROSSING 1,614,878 6,470,511 27,744 WABASH IN JACKSON VILLAGE 284,815 3,115,586 551,393 JACKSON KY J*TOWN CENTER 1,331,074 4,121,997 549,184 JEFFERSONTOWN KY NEW LOUISA PLAZA 469,014 1,998,752 161,683 LOUISA KY PICCADILLY SQUARE 355,000 1,588,409 212,523 LOUISVILLE KY EASTGATE SHOPPING CENTER 1,945,679 7,792,717 123,216 MIDDLETOWN KY LIBERTY PLAZA 2,075,809 8,303,237 54,909 RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 312,650 1,833,330 31,000 SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 213,542 ANN ARBOR MI FARMINGTON CROSSROADS 1,092,200 4,368,800 FARMINGTON MI DELTA CENTER 2,405,200 9,620,800 LANSING MI HAMPTON VILLAGE CENTRE 21,500,000 8,638,500 34,541,500 28,992 ROCHESTER HILLS MI FASHION CORNERS 2,244,800 8,799,200 SAGINAW MI HALL ROAD CROSSING 2,595,500 10,382,000 SHELBY MI WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 82,786 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 50,776 GOLDSBORO NC SHOPPING CENTER - LUMBERTON 280,000 1,564,172 97,754 LUMBERTON NC SHOPPING CENTER - WILSON 315,000 1,780,370 52,641 WILSON NC LAUREL SQUARE 3,261,701 9,283,302 461,787 BRICKTOWN NJ HAMILTON PLAZA 1,124,415 4,513,658 91,388 HAMILTON NJ BENNETTS MILLS PLAZA 1,597,222 6,399,888 9,315 JACKSON NJ MIDDLETOWN PLAZA 1,204,829 1,479,487 3,524,094 MIDDLETOWN NJ UNIVERSITY MALL 115,079 1,009,902 752,001 CANTON NY CORTLANDVILLE 236,846 1,439,000 233,238 CORTLAND NY KMART PLAZA 870,657 3,769,027 56,826 DEWITT NY D & F PLAZA 730,512 2,156,542 983,889 DUNKIRK NY SHOPPING CENTER - ELMIRA 110,116 891,205 ELMIRA NY PYRAMID MALL 2,175,221 8,700,884 73,790 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 96,809 GLOVERSVILLE NY MCKINLEY PLAZA 1,246,680 4,986,720 82,607 HAMBURG NY CAYUGA PLAZA 1,397,708 5,591,832 317,065 ITHACA NY SHOPS @ SENECA MALL 1,545,838 6,183,353 232,337 LIVERPOOL NY TRANSIT ROAD PLAZA 424,634 1,698,537 89,689 LOCKPORT NY SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 MARCY NY WALLKILL PLAZA 2,445,200 8,580,800 16,906 MIDDLETOWN NY ROCKLAND PLAZA 3,990,842 3,570,410 5,107,159 NANUET NY SOUTH PLAZA 508,013 1,051,638 1,519,908 NORWICH NY WESTGATE PLAZA - ONEONTA 142,821 1,192,103 249,069 ONEONTA NY OSWEGO PLAZA 250,000 1,168,027 1,982,235 OSWEGO NY MOHAWK ACRES 241,606 1,268,890 1,452,666 ROME NY MONTGOMERY WARD 93,341 483,405 231,437 ROME NY PRICE CHOPPER PLAZA 933,792 3,735,170 ROME NY WESTGATE MANOR PLAZA - ROME 77,208 391,982 332,681 ROME NY NORTHLAND 16,182 255,557 714,272 WATERTOWN NY HARBOR PLAZA 388,997 1,456,108 244,999 ASHTABULA OH BELPRE PLAZA 2,066,121 44,471 BELPRE OH SOUTHWOOD PLAZA 707,073 1,537,519 637,042 BOWLING GREEN OH BRENTWOOD PLAZA 2,050,969 8,222,875 173,677 CINCINNATI OH DELHI SHOPPING CENTER 2,300,029 9,200,117 2,450 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 66,225 CINCINNATI OH SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,417,037 DAYTON OH HERITAGE SQUARE 1,749,182 7,011,927 59,371 DOVER OH MIDWAY CROSSING 1,944,200 7,776,800 ELYRIA OH FAIRFIELD MALL 1,287,649 1,685,919 79,192 FAIRFIELD OH SILVER BRIDGE PLAZA 919,022 3,197,673 1,386,163 GALLIPOLIS OH SHOPPING CENTER - GENOA 96,001 1,016,349 GENOA OH PARKWAY PLAZA 950,667 2,069,921 264,712 MAUMEE OH NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 75,245 NEW BOSTON OH MARKET PLACE 597,923 3,738,164 338,873 PIQUA OH CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 363,682 TOLEDO OH SHOPPING CENTER - ANNVILLE 190,000 1,048,126 173,735 ANNVILLE PA SHOPPING CENTER - HANOVER 235,000 1,331,329 128,191 HANOVER PA STONEMILL PLAZA 1,407,975 5,650,901 1,294 LANCASTER PA CROSSROADS PLAZA 384,882 1,040,668 297,425 MT. PLEASANT PA IVYRIDGE SHOPPING CENTER 1,504,080 6,016,320 126,368 PHILADELPHIA PA ROOSEVELT MALL ANNEX 159,703 91,798 1,063,120 PHILADELPHIA PA ROOSEVELT MALL NE 2,602,635 6,396,268 PHILADELPHIA PA STRAWBRIDGE'S 605,607 3,923,050 PHILADELPHIA PA ST MARY'S PLAZA 977,711 3,910,842 102,304 ST MARY'S PA NORTHLAND CENTER 1,198,947 4,824,500 58,058 STATE COLLEGE PA SHOPS AT PROSPECT 741,941 2,967,766 WEST HEMPFIELD PA YORK MARKETPLACE 3,199,353 12,797,412 88,693 YORK PA CONGRESS CROSSING 1,098,351 6,747,013 69,993 ATHENS TN GREENEVILLE COMMONS 1,075,200 7,884,800 23,156 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 2,500,633 170,258 KINGSPORT TN GEORGETOWN SQUARE 1,166,924 4,674,698 195,333 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 290,000 792,441 COLONIAL HEIGHTS VA HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 174,013 MECHANICSVILLE VA VICTORIAN SQUARE 3,548,432 14,208,727 6,479 MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 143,428 SPOTSYLVANIA VA RIDGEVIEW CENTRE 2,707,679 4,417,792 476,393 WISE VA MOUNDSVILLE PLAZA 228,283 1,989,798 4,709,146 MOUNDSVILLE WV GRAND CENTRAL PLAZA 4,471,461 PARKERSBURG WV KMART PLAZA 664,121 2,656,483 35,900 VIENNA WV Vacant Land ************************** 1 NORTH CENTRAL AVENUE 16,692 HARTSDALE NY ------------ ------------- ------------- ------------- $ 48,935,776 $ 174,711,789 $ 697,780,856 $ 105,448,862 ============ ============= ============= ============= (1) Aggregate cost is the same for Federal income tax purposes NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1996 Gross Amount at Which Carried at the Close of the Period Life on Which ------------------------------------- Date Depreciated Building & Accumulated of Con- Date in Latest Land Improvements Total(1) Depreciation struction Acquired Income Statement ------------ ------------ ------------ ------------ --------- -------- ---------------- BRECKENRIDGE APARTMENTS 604,487 2,568,098 3,172,585 295,879 1979 Feb 92 5-40 Years BIRMINGHAM AL COURTS AT WILDWOOD 1,119,320 4,760,027 5,879,347 377,986 1969 Jul 93 5-40 Years BIRMINGHAM AL DEVONSHIRE PLACE 1,245,728 6,030,322 7,276,050 668,555 1971 Feb 92 5-40 Years BIRMINGHAM AL THE CLUB APARTMENTS 1,709,558 6,991,287 8,700,845 213,591 1969-1974 May 95 40 Years BIRMINGHAM AL MAISON IMPERIAL APTS 711,000 2,845,000 3,556,000 1969-73 Jul 96 40 Years MOBILE AL MAISON DEVILLE APTS 1,880,000 7,520,000 9,400,000 1963,71-73 Jul 96 40 Years MOBILE AL PLANTATION APARTMENTS 387,000 1,547,000 1,934,000 1977 Jul 96 40 Years MOBILE AL MAYFAIR APARTMENTS 240,000 1,388,407 1,628,407 676,472 1971 Jan 81 5-40 Years DOVER DE RODNEY APARTMENTS 769,188 2,745,723 3,514,911 2,147,501 1963-1965 Jan 69 5-40 Years DOVER DE LAKE PARK APARTMENTS 833,000 4,067,216 4,900,216 2,137,756 1965 Feb 76 5-40 Years LAKE PARK FL CAMBRIDGE APARTMENTS 878,593 3,521,774 4,400,367 18,647 1972,1982 May 96 40 Years ATHENS GA TARA APARTMENTS 1,192,545 4,772,342 5,964,887 15,243 1970 Jun 96 40 Years ATHENS GA HAWTHORNE HEIGHTS APTS 1,669,304 6,678,834 8,348,138 21,335 1965 Jun 96 40 Years INDIANAPOLIS IN JAMESTOWN APARTMENTS 518,646 2,705,068 3,223,714 429,058 1967 Sep 91 5-40 Years LEXINGTON KY SADDLEBROOK APARTMENTS 1,939,164 7,885,659 9,824,823 250,096 1969 May 95 40 Years LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,433,316 6,739,546 403,019 1974 Sep 93 5-40 Years LOUISVILLE KY LA FONTENAY APARTMENTS 1,176,550 5,323,806 6,500,356 559,924 1970 Jul 92 5-40 Years LOUISVILLE KY POPLAR LEVEL APARTMENTS 284,793 1,216,778 1,501,571 175,991 1974 Jan 91 5-40 Years LOUISVILLE KY DEERHORN VILLAGE APARTMENTS 1,292,778 5,252,046 6,544,824 140,558 1974 Jul 95 40 Years KANSAS CITY MO MEADOW EAST APARTMENTS 86,407 1,906,715 1,993,122 606,517 1964-1971 Sep 83 5-40 Years POTSDAM NY MOHAWK GARDEN APARTMENTS 163,235 2,740,260 2,903,495 987,831 1947 Nov 85 5-40 Years ROME NY ARLINGTON VILLAGE APARTMENTS 1,065,284 4,347,364 5,412,648 215,879 1966 Aug 94 40 Years FAIRBORN OH CHESTERFIELD APARTMENTS 179,109 1,748,658 1,927,767 234,713 1979-1984 Feb 91 6-40 Years MAUMEE OH GOVERNOUR'S PLACE APARTMENTS 626,807 2,558,389 3,185,196 80,501 1974 Apr 95 40 Years HARRISBURG PA HARBOUR LANDING APARTMENTS 1,141,954 5,028,982 6,170,936 102,060 1974 Sep 95 40 Years COLUMBIA SC SEDGEFIELD APARTMENTS 1,550,734 6,322,599 7,873,333 327,874 1972,74,79 Jul 94 40 Years FLORENCE SC TURTLE CREEK APARTMENTS 984,565 3,940,065 4,924,630 12,575 1976 Jun 96 40 Years GREENVILLE SC HICKORY LAKE APARTMENTS 1,369,251 5,973,699 7,342,950 404,103 1974 Dec 93 5-40 Years ANTIOCH TN ASHFORD PLACE APARTMENTS 1,150,270 5,115,019 6,265,289 369,581 1972-1974 Oct 93 5-40 Years CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 806,355 3,301,400 4,107,755 168,309 1982 Jul 94 40 Years CLARKSVILLE TN PADDOCK PLACE APARTMENTS 1,358,400 5,481,677 6,840,077 275,832 1989 Jul 94 40 Years CLARKSVILLE TN THE PINES APARTMENTS 918,769 3,753,150 4,671,919 191,061 1986 Jul 94 40 Years CLARKSVILLE TN MILLER CREST APARTMENTS 747,155 2,988,618 3,735,773 9,542 1973 Jun 96 40 Years JOHNSON CITY TN CEDAR BLUFF APARTMENTS 1,312,383 5,252,398 6,564,781 27,845 1980 May 96 40 Years KNOXVILLE TN COUNTRY PLACE APARTMENTS 1,896,828 7,609,777 9,506,605 55,987 1979 Apr 96 40 Years NASHVILLE TN Development ********************** SIX FLAGS FACTORY OUTLET CENTER 784,115 5,937,535 6,721,650 Jan 94 JACKSON TOWNSHIP NJ Factory Outlets ******************** BARSTOW FACTORY OUTLET 5,730,337 35,055,791 40,786,128 2,162,628 1989 Nov 93 5-40 Years BARSTOW CA ST AUGUSTINE OUTLET CENTER 4,488,742 23,839,070 28,327,812 2,370,210 1991 Mar 92 5-40 Years ST AUGUSTINE FL BRANSON FACTORY OUTLET 17,669 34,010,240 34,027,909 2,023,614 1988 Nov 93 40 Years BRANSON MO OSAGE FACTORY OUTLET VILLAGE 6,978,714 34,291,875 41,270,589 2,803,399 1987 Jan 93 3-40 Years OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 411,023 2,527,987 2,939,010 445,463 1989 Nov 93 3-40 Years MAX MEADOWS VA Miscellaneous ************************** PIZZA HUT - PAD 40,065 225,958 266,023 77,450 1973 June 96 35 Years GREENVILLE NC PIZZA HUT - PAD 427,500 427,500 1969 June 96 35 Years HARRISONBURG VA Office Building ************************** INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 613,139 1982 May 74 10-35 Years PRINCETON NJ Shopping Centers ************************** CLOVERDALE VILLAGE 634,152 2,543,910 3,178,062 114,173 1986 Oct 94 40 Years FLORENCE AL DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 60,111 1969 Oct 88 40 Years DOVER DE RODNEY VILLAGE 1,202,550 4,106,622 5,309,172 3,017,754 1959 Jan 69 5-40 Years DOVER DE ALBANY PLAZA 696,447 2,890,461 3,586,908 157,824 1968 May 94 40 Years ALBANY GA SOUTHGATE PLAZA - ALBANY 231,517 988,502 1,220,019 147,658 1969 Jul 90 40 Years ALBANY GA EASTGATE PLAZA - AMERICUS 221,637 1,045,301 1,266,938 157,304 1980 Jul 90 40 Years AMERICUS GA PERLIS PLAZA 774,966 5,500,163 6,275,129 826,932 1972 Jul 90 4-40 Years AMERICUS GA ROGERS PLAZA 291,014 747,588 1,038,602 124,775 1974 Jul 90 5-40 Years ASHBURN GA SWEETWATER VILLAGE 707,938 2,831,750 3,539,688 127,119 1985 Oct 94 40 Years AUSTELL GA CEDAR PLAZA 928,302 3,713,206 4,641,508 166,667 1994 Oct 94 40 Years CEDARTOWN GA CEDARTOWN SHOPPING CENTER 816,606 3,342,824 4,159,430 126,595 1989 Jan 95 40 Years CEDARTOWN GA CORDELE SQUARE 864,335 3,649,917 4,514,252 588,042 1968 Jul 90 3-40 Years CORDELE GA MR B'S 166,047 160,858 326,905 24,542 1968 Jul 90 2-40 Years CORDELE GA SOUTHGATE PLAZA - CORDELE 202,682 988,839 1,191,521 146,478 1969 Jul 90 40 Years CORDELE GA HABERSHAM VILLAGE 1,301,643 5,038,021 6,339,664 506,510 1985 May 92 40 Years CORNELIA GA WESTGATE - DUBLIN 699,174 5,895,877 6,595,051 887,489 1974 Jul 90 20-40 Years DUBLIN GA VICTORY SQUARE 1,206,181 4,870,451 6,076,632 491,954 1986 Jul 92 20-40 Years SAVANAH GA TIFT-TOWN 271,444 1,476,140 1,747,584 211,397 1965 Jul 90 10-40 Years TIFTON GA WESTGATE - TIFTON 156,269 304,705 460,974 46,055 1980 Jul 90 40 Years TIFTON GA HAYMARKET MALL 1,230,252 5,127,317 6,357,569 143,975 1968-1979 May 95 40 Years DES MOINES IA HAYMARKET SQUARE 2,056,172 8,367,530 10,423,702 236,446 1971-1979 May 95 40 Years DES MOINES IA TINLEY PARK PLAZA 2,607,702 10,497,463 13,105,165 229,035 1973 Sep 95 40 Years TINLEY PARK IL COLUMBUS CENTER 1,196,269 6,006,774 7,203,043 1,076,506 1964 Dec 88 3-40 Years COLUMBUS IN JASPER MANOR 1,319,937 7,120,829 8,440,766 795,613 1990 Feb 92 20-40 Years JASPER IN TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 4,864,379 325,260 1991 Feb 93 40 Years PRINCETON IN WABASH CROSSING 1,614,878 6,498,255 8,113,133 426,095 1988 Dec 93 40 Years WABASH IN JACKSON VILLAGE 284,815 3,666,979 3,951,794 614,063 1983 Dec 88 20-40 Years JACKSON KY J*TOWN CENTER 1,331,074 4,671,181 6,002,255 892,006 1959 Oct 88 3-40 Years JEFFERSONTOWN KY NEW LOUISA PLAZA 469,014 2,160,435 2,629,449 588,171 1978 Feb 88 2-40 Years LOUISA KY PICCADILLY SQUARE 355,000 1,800,932 2,155,932 332,309 1973 Apr 89 3-40 Years LOUISVILLE KY EASTGATE SHOPPING CENTER 1,945,679 7,915,933 9,861,612 537,961 1987 Nov 93 5-40 Years MIDDLETOWN KY LIBERTY PLAZA 2,075,809 8,358,146 10,433,955 251,908 1962 May 95 40 Years RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 312,650 1,864,330 2,176,980 544,161 1973 May 86 4-40 Years SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,727,864 8,353,444 300,732 1965 Oct 94 40 Years ANN ARBOR MI FARMINGTON CROSSROADS 1,092,200 4,368,800 5,461,000 59,626 1986 Dec 95 40 Years FARMINGTON MI DELTA CENTER 2,405,200 9,620,800 12,026,000 131,303 1985 Dec 95 40 Years LANSING MI HAMPTON VILLAGE CENTRE 8,638,500 34,570,492 43,208,992 471,601 1990 Dec 95 40 Years ROCHESTER HILLS MI FASHION CORNERS 2,244,800 8,799,200 11,044,000 120,088 1986 Dec 95 40 Years SAGINAW MI HALL ROAD CROSSING 2,595,500 10,382,000 12,977,500 141,693 1985 Dec 95 40 Years SHELBY MI WASHTENAW FOUNTAIN PLAZA 1,530,281 6,203,909 7,734,190 598,751 1989 Oct 92 40 Years YPSILANTI MI SHOPPING CENTER - GOLDSBORO 181,998 1,065,208 1,247,206 300,144 1973 May 86 35-40 Years GOLDSBORO NC SHOPPING CENTER - LUMBERTON 280,000 1,661,926 1,941,926 463,286 1973 May 86 35-40 Years LUMBERTON NC SHOPPING CENTER - WILSON 315,000 1,833,011 2,148,011 526,341 1973 May 86 35-40 Years WILSON NC LAUREL SQUARE 3,261,701 9,745,089 13,006,790 991,150 1973 Jul 92 10-40 Years BRICKTOWN NJ HAMILTON PLAZA 1,124,415 4,605,046 5,729,461 252,090 1972 May 94 40 Years HAMILTON NJ BENNETTS MILLS PLAZA 1,597,222 6,409,203 8,006,425 300,894 1988 Sep 94 40 Years JACKSON NJ MIDDLETOWN PLAZA 1,204,829 5,003,581 6,208,410 1,644,606 1972 Jan 75 5-40 Years MIDDLETOWN NJ UNIVERSITY MALL 115,079 1,761,903 1,876,982 842,081 1967 Jan 76 10-40 Years CANTON NY CORTLANDVILLE 236,846 1,672,238 1,909,084 351,368 1984 Aug 87 20-40 Years CORTLAND NY KMART PLAZA 870,657 3,825,853 4,696,510 284,197 1970 Aug 93 5-40 Years DEWITT NY D & F PLAZA 730,512 3,140,431 3,870,943 811,495 1967 Jan 86 5-40 Years DUNKIRK NY SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 166,173 1976 Feb 89 40 Years ELMIRA NY PYRAMID MALL 2,175,221 8,774,674 10,949,895 647,117 1973 Aug 93 40 Years GENEVA NY SHOPPING CENTER - GLOVERSVILLE 139,429 621,326 760,755 113,913 1974 Dec 88 40 Years GLOVERSVILLE NY MCKINLEY PLAZA 1,246,680 5,069,327 6,316,007 572,448 1991 Jun 92 3-40 Years HAMBURG NY CAYUGA PLAZA 1,397,708 5,908,897 7,306,605 1,050,122 1969 May 89 10-40 Years ITHACA NY SHOPS @ SENECA MALL 1,545,838 6,415,690 7,961,528 468,434 1971 Aug 93 5-40 Years LIVERPOOL NY TRANSIT ROAD PLAZA 424,634 1,788,226 2,212,860 129,653 1971 Aug 93 40 Years LOCKPORT NY SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 676,843 1971 May 86 18-40 Years MARCY NY WALLKILL PLAZA 2,445,200 8,597,706 11,042,906 117,102 1986 Dec 95 40 Years MIDDLETOWN NY ROCKLAND PLAZA 3,990,842 8,677,569 12,668,411 2,810,130 1963 Jan 83 3-40 Years NANUET NY SOUTH PLAZA 508,013 2,571,546 3,079,559 924,588 1967 Apr 83 5-40 Years NORWICH NY WESTGATE PLAZA - ONEONTA 142,821 1,441,172 1,583,993 479,406 1967 Jan 84 5-40 Years ONEONTA NY OSWEGO PLAZA 250,000 3,150,262 3,400,262 1,070,643 1966 Jan 77 40 Years OSWEGO NY MOHAWK ACRES 241,606 2,721,556 2,963,162 739,126 1965 Feb 84 2-40 Years ROME NY MONTGOMERY WARD 93,341 714,842 808,183 225,508 1965 Jan 84 10-40 Years ROME NY PRICE CHOPPER PLAZA 933,792 3,735,170 4,668,962 276,585 1988 Aug 93 40 Years ROME NY WESTGATE MANOR PLAZA - ROME 77,208 724,663 801,871 207,770 1961 Jan 86 5-40 Years ROME NY NORTHLAND 16,182 969,829 986,011 260,943 1962 Jan 73 5-40 Years WATERTOWN NY HARBOR PLAZA 388,997 1,701,107 2,090,104 228,959 1988 Feb 91 15-40 Years ASHTABULA OH BELPRE PLAZA 2,110,592 2,110,592 428,044 1969 Jun 88 5-40 Years BELPRE OH SOUTHWOOD PLAZA 707,073 2,174,561 2,881,634 440,775 1961 May 90 3-40 Years BOWLING GREEN OH BRENTWOOD PLAZA 2,050,969 8,396,552 10,447,521 459,091 1957 May 94 40 Years CINCINNATI OH DELHI SHOPPING CENTER 2,300,029 9,202,567 11,502,596 29,375 1973,85,87 May 96 40 Years CINCINNATI OH WESTERN VILLAGE SHOPPING CENTE 1,321,484 5,367,160 6,688,644 294,971 1960 May 94 40 Years CINCINNATI OH SOUTH TOWNE CENTRE 4,737,368 11,053,980 15,791,348 1,162,521 1972 Mar 92 5-40 Years DAYTON OH HERITAGE SQUARE 1,749,182 7,071,298 8,820,480 540,519 1959 Aug 93 5-40 Years DOVER OH MIDWAY CROSSING 1,944,200 7,776,800 9,721,000 106,136 1986 Dec 95 40 Years ELYRIA OH FAIRFIELD MALL 1,287,649 1,765,111 3,052,760 276,786 1978 May 90 12-40 Years FAIRFIELD OH SILVER BRIDGE PLAZA 919,022 4,583,836 5,502,858 1,296,217 1972 Dec 86 5-40 Years GALLIPOLIS OH SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 136,750 1987 Mar 91 40 Years GENOA OH PARKWAY PLAZA 950,667 2,334,633 3,285,300 384,627 1955 Sep 89 20-40 Years MAUMEE OH NEW BOSTON SHOPPING CENTER 2,102,371 9,252,163 11,354,534 797,822 1991 Feb 93 20-40 Years NEW BOSTON OH MARKET PLACE 597,923 4,077,037 4,674,960 488,579 1972 Nov 91 2-40 Years PIQUA OH CENTRAL AVE MARKET PLACE 1,046,480 2,132,889 3,179,369 300,182 1968 Aug 90 20-40 Years TOLEDO OH SHOPPING CENTER - ANNVILLE 190,000 1,221,861 1,411,861 344,626 1972 May 86 18-40 Years ANNVILLE PA SHOPPING CENTER - HANOVER 235,000 1,459,520 1,694,520 406,038 1971 May 86 35-40 Years HANOVER PA STONEMILL PLAZA 1,407,975 5,652,195 7,060,170 359,382 1988 Jan 94 40 Years LANCASTER PA CROSSROADS PLAZA 384,882 1,338,093 1,722,975 248,256 1975 Nov 88 5-40 Years MT. PLEASANT PA IVYRIDGE SHOPPING CENTER 1,504,080 6,142,688 7,646,768 147,348 1963 Aug 95 40 Years PHILADELPHIA PA ROOSEVELT MALL ANNEX 159,703 1,154,918 1,314,621 521,122 1958 Apr 74 10-40 Years PHILADELPHIA PA ROOSEVELT MALL NE 8,998,903 8,998,903 3,934,983 1964 Jan 64 5-40 Years PHILADELPHIA PA STRAWBRIDGE'S 605,607 3,923,050 4,528,657 3,923,050 1964 Jan 64 35 Years PHILADELPHIA PA ST MARY'S PLAZA 977,711 4,013,146 4,990,857 171,922 1970 Dec 94 40 Years ST MARY'S PA NORTHLAND CENTER 1,198,947 4,882,558 6,081,505 508,955 1988 Jun 92 40 Years STATE COLLEGE PA SHOPS AT PROSPECT 741,941 2,967,766 3,709,707 73,709 1994 Jul 95 40 Years WEST HEMPFIELD PA YORK MARKETPLACE 3,199,353 12,886,105 16,085,458 392,295 1955 May 95 40 Years YORK PA CONGRESS CROSSING 1,098,351 6,817,006 7,915,357 745,791 1990 Mar 92 40 Years ATHENS TN GREENEVILLE COMMONS 1,075,200 7,907,956 8,983,156 869,318 1990 Mar 92 20-40 Years GREENEVILLE TN KINGS GIANT SHOPPING CENTER 2,670,891 2,670,891 268,665 1970 Sep 92 3-40 Years KINGSPORT TN GEORGETOWN SQUARE 1,166,924 4,870,031 6,036,955 368,830 1986 Sep 93 40 Years MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 290,000 792,441 1,082,441 232,072 1972 May 86 35 Years COLONIAL HEIGHTS VA HANOVER SQUARE SHOPPING CENTER 1,778,701 7,288,818 9,067,519 673,894 1991 Jan 93 5-40 Years MECHANICSVILLE VA VICTORIAN SQUARE 3,548,432 14,215,206 17,763,638 837,836 1991 Mar 94 40 Years MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 250,000 1,507,308 1,757,308 410,868 1970 May 86 35-40 Years SPOTSYLVANIA VA RIDGEVIEW CENTRE 2,707,679 4,894,185 7,601,864 494,333 1990 Jul 92 3-40 Years WISE VA MOUNDSVILLE PLAZA 228,283 6,698,944 6,927,227 538,396 1961 Dec 88 5-40 Years MOUNDSVILLE WV GRAND CENTRAL PLAZA 4,471,461 4,471,461 898,926 1986 Jun 88 40 Years PARKERSBURG WV KMART PLAZA 664,121 2,692,383 3,356,504 232,638 1975 Feb 93 40 Years VIENNA WV Vacant Land ************************** 1 NORTH CENTRAL AVENUE 16,692 16,692 Jul 72 HARTSDALE NY ------------- ------------ ------------ ------------ $174,711,789 $803,229,718 $977,941,507 $ 82,523,169 ============= ============ ============= ============ (1) Aggregate cost is the same for Federal income tax purposes /TABLE NEW PLAN REALTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION SCHEDULE III JULY 31, 1996 (continued) Reconciliation of "Real Estate and Accumulated Depreciation": 1996 1995 1994 ------ ------ ------- INVESTMENT IN REAL ESTATE Balance at beginning of period $765,080,457 $621,342,318 $388,227,913 Additions during the period: Land 40,640,504 23,964,530 37,888,580 Buildings and improvements 120,636,110 197,091,961 Carrying costs 177,887,917 -- -- ----------- ----------- ----------- 983,608,878 765,942,958 623,208,454 Less: Costs of assets sold and written-off 5,667,371 862,501 1,866,136 --------- -------- ---------- Balance at end of period $977,941,507 $765,080,457 $621,342,318 ============ ============ ============ ACCUMULATED DEPRECIATION Balance at beginning of period $64,006,509 $49,101,916 $38,183,206 Additions charged to operating expenses 19,724,387 14,968,266 11,250,895 ---------- ---------- ---------- 83,730,896 64,070,182 49,434,101 Less: Accumulated depreciation on assets sold and written-off 1,207,727 63,673 332,185 ---------- -------- --------- Balance at end of period $82,523,169 $64,006,509 $49,101,916 =========== =========== =========== NEW PLAN REALTY TRUST AND SUBSIDIARIES MORTGAGE LOANS ON REAL ESTATE SCHEDULE IV July 31, 1996 ------------- Final Face Face Face Interest Maturity Periodic Amount of Amount of Desription Rate Date Payment Terms Prior Liens Mortgages Mortgages ---------- -------- --------- ------------- ----------- ---------- --------- Second mortgage, collateralized by a shopping center in Interest payable monthly, Hartsdale, NY 10.5% 2/1/99 balance at maturity $500,000 $500,000 Purchase money first mortgage, Interest payable monthly, $60,000 collateralized by a shopping principal per month for center in Connellsville, PA 10% 8/1/97 17 months, balance at maturity $6,200,000 $5,420,000 Purchase money first mortgage, Interest payable monthly, collateralized by a shopping $45,000 principal per month for center in Whitesboro, NY 9.38% 7/25/98 17 months, balance at maturity $4,610,000 $4,610,000 Leasehold mortgage collateralized Interest and by a tenant lease 12% 6/1/2011 principal payable monthly $300,000 $258,843 Purchase money first mortgage collateralized by a shopping Interest payable monthly, center in New City, NY 9.375% 7/27/97 balance at maturity 10,350,000 10,350,000 Leasehold mortgage collateralized Interest and principal by a Tenant lease 11.5% 4/30/04 payable monthly 1,000,000 913,999 Purchase money first mortgage collateralized by a shopping Interest payable monthly, center in Harrisonburg, VA 8.75 7/23/98 balance at maturity 794,500 794,500 Purchase money first mortgage Interest payable quarterly collateralized by shopping and principal payable center in New Bern, NC 7.2% 5/9/2001 at maturity 750,000 750,000 -------- ------- Note--Column H is not applicable $24,504,500 $23,597,342 =========== =========== TABLE/ Year Ended July 31, 1996 1995 1994 ---- ---- ---- Balance, beginning of period $22,873,504 $22,909,676 $24,135,327 Additions during period: New mortgage loans 1,544,500 -- 800,000 Reductions during period: Collection of principal (820,662) (36,172) (1,525,651) Amounts refinanced -- -- (500,000) ----------- ---------- ----------- Balance, end of period $23,597,342 $22,873,504 $22,909,676 =========== =========== ===========