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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 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended July 31, 1997 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $1,385,513,196 based on the closing price
on the New York Stock Exchange for such stock on September 12, 1997.
The number of shares of the Registrant's Shares of Beneficial Interest
outstanding was 58,964,171 as of October 6, 1997.
Documents Incorporated By Reference
Portions of the 1997 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, 1997 are incorporated by reference
into Part III.
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TABLE OF CONTENTS
Item No. Page
- -------- -----
PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .19
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . .19
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters. . . . . . . . . . . . . . . . . . .19
Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . .22
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . .23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . .25
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . .26
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . .26
PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Item 10. Trustees and Executive Officers of the Trust . . . . . . . . . .26
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . .27
Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . .27
Item 13. Certain Relationships and Related Transactions . . . . . . . . .27
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Item 14. Exhibits, Consolidated Financial Statements,
Consolidated Financial Statement Schedules, and Reports
on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .28
PART I
This Form 10-K, together with other statements and information publicly
disseminated by New Plan Realty Trust (the "Registrant" or the "Trust"),
contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements are based on assumptions
and expectations which may not be realized and are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual
results, financial and otherwise, may differ materially from the results
discussed in the forward-looking statements. Risks and other factors that
might cause such differences, some of which could be material, include, but
are not limited to, the effect of economic and market conditions; financing
risks, such as the inability to obtain debt or equity financing on favorable
terms; the level and volatility of interest rates; financial stability of
tenants; the rate of revenue increases versus expense increases, as well as
other risks listed from time to time in this Form 10-K and in the Company's
other reports filed with the Securities and Exchange Commission or otherwise
publicly disseminated by the Company.
Item 1. Business
(a) General Development of Business
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 9, 1997, the Trust owned fee, mortgage or leasehold
interests in 131 shopping centers containing an aggregate of approximately
18,905,000 gross rentable square feet, six factory outlet centers
containing an aggregate of approximately 1,752,000 gross rentable square
feet and 49 apartment complexes containing 11,288 units, all located in 23
states. The average occupancy rates at July 31, 1997 for the shopping
centers, factory outlet centers and apartment complexes were approximately
89%, 93% and 95%, respectively.
The Trust is self-administered and self-managed and does 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 mortgages. Long-term debt of the Trust at July 31, 1997,
consisted of $65.6 million of mortgages having a weighted average interest
rate of 7.79% and unsecured notes aggregating $412.6 million having a
weighted average interest rate of 6.88%. In July 1997 the Trust issued
150,000 shares of Series A Cumulative Preferred Stock (the "Cumulative
Preferred Shares"). In connection with the issuance of Cumulative
Preferred Shares, 1,500,000 depositary shares, each representing a 1/10
fractional interest in a Cumulative Preferred Share, were sold to the
public. This stock currently pays dividends quarterly at the rate of 7.8%
per annum and has a liquidation preference of $500 per share ($50 per
depositary share).
The Trust's short-term debt consists of normal trade payables and the
current portion of mortgages payable. As of July 31, 1997 there was no
balance outstanding under the Trust's $50 million unsecured line of credit
with the Bank of New York, Corestates Bank N.A. and Fleet National Bank.
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
regional offices located near its various properties. On-site functions
such as security, maintenance, landscaping 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 1997 Fiscal Year
In the fiscal year ended July 31, 1997, the Trust acquired 16 shopping
centers containing an aggregate of approximately 2.5 million gross rentable
square feet and 13 apartment complexes containing 3,810 units. The newly
acquired properties are located in Alabama, Florida, Georgia, Illinois,
Indiana, Kentucky, Louisiana, Michigan, Missouri, Nevada, Ohio,
Pennsylvania, Tennessee and Virginia. The aggregate purchase price for all
of the properties, including assumed mortgages, was approximately $281
million. In April 1997 construction was completed on the Trust's Six Flags
Factory Outlet in Jackson, New Jersey.
Between July 31, 1997 and September 9, 1997 the Trust purchased one
apartment complex containing 184 units and three shopping centers
containing an aggregate of approximately 479,000 gross rentable square
feet. The newly acquired properties are located in New York, North Carolina
and Florida. The aggregate purchase price for these properties was
approximately $28.7 million.
Gross revenues, net income and funds from operations of the Trust for
the fiscal year ended July 31, 1997 were the largest in the Trust's
history. Funds from operations applicable to shares of beneficial
interest, defined as net income plus depreciation and amortization of real
estate, less gains from asset sales, less preferred stock dividend
requirements, was approximately $101.6 million ($1.74 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, 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 9, 1997, the Trust employed 602 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 the Trust's properties as of July 31, 1997 (including
acquisitions through September 9, 1997) 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, 1997
(Includes acquisitions through September 9, 1997)
Description
|---------------------------| Type of Percent
Property Sq. Ft. Units Acres Interest Rented
--------------- ------- ----- ----- -------- -------
Apartments
- -----------------
BRECKENRIDGE APARTMENTS 120 7 Fee 94
BIRMINGHAM AL
DEVONSHIRE PLACE 284 16 Fee 98
BIRMINGHAM AL
COURTS AT WILDWOOD 220 22 Fee 98
BIRMINGHAM AL
THE CLUB APARTMENTS 292 23 Fee 95
BIRMINGHAM AL
PLANTATION APARTMENTS 120 6 Fee 99
MOBILE AL
MAISON DE VILLE APTS 347 20 Fee 99
MOBILE AL
MAISON IMPERIAL APTS 56 6 Fee 98
MOBILE AL
KNOLLWOOD APARTMENTS 704 43 Fee 99
MOBILE AL
HILLCREST APARTMENTS 140 7 Fee 99
MOBILE AL
RODNEY APARTMENTS 207 11 Fee 88
DOVER DE
MAYFAIR APARTMENTS 96 7 Fee 98
DOVER DE
LAKE PARK APARTMENTS 227 10 Fee 95
LAKE PARK FL
CAMBRIDGE APARTMENTS 180 12 Fee 99
ATHENS GA
TARA APARTMENTS 240 19 Fee 94
ATHENS GA
REGENCY CLUB APARTMENTS 232 17 Fee 97
EVANSVILLE IN
HAWTHORNE HEIGHTS APTS 241 15 Fee 94
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 125 8 Fee 95
LEXINGTON KY
SADDLEBROOK APARTMENTS 455 20 Fee 95
LEXINGTON KY
POPLAR LEVEL APARTMENTS 88 3 Fee 99
LOUISVILLE KY
LA FONTENAY APARTMENTS 248 17 Fee 99
LOUISVILLE KY
CHARLESTOWN @ DOUGLASS HILLS 244 27 Fee 95
LOUISVILLE KY
RIVERCHASE APARTMENTS 203 5 Fee 91
NEWPORT KY
SHERWOOD ACRES APARTMENTS 612 26 Fee 88
BATON ROUGE LA
FORESTWOOD APARTMENTS 272 11 Fee 87
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 360 25 Fee 90
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 309 36 Fee 98
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 184 17 Fee (1)
CARY NC
MEADOW EAST APARTMENTS 100 15 Fee 100
POTSDAM NY
MOHAWK GARDEN APARTMENTS 208 12 Fee 88
ROME NY
SPRING CREEK APARTMENTS 288 19 Fee 99
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 164 10 Fee 96
FAIRBORN OH
CHESTERFIELD APARTMENTS 104 9 Fee 95
MAUMEE OH
GOLDCREST APARTMENTS 173 9 Fee 95
SHARONVILLE OH
CAMBRIDGE PARK APTS 196 14 Fee 100
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 98
HARRISBURG PA
HARBOUR LANDING APARTMENTS 208 15 Fee 98
COLUMBIA SC
SEDGEFIELD APARTMENTS 280 19 Fee 89
FLORENCE SC
TURTLE CREEK APARTMENTS 152 13 Fee 96
GREENVILLE SC
HICKORY LAKE APARTMENTS 322 26 Fee 90
ANTIOCH TN
COURTS @ WATERFORD PLACE 318 26 Fee 96
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 268 16 Fee 98
CLARKSVILLE TN
THE PINES APARTMENTS 224 10 Fee 99
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 170 11 Fee 99
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 240 11 Fee 95
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 92 9 Fee 95
EAST RIDGE TN
MILLER CREST APARTMENTS 121 16 Fee 99
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 192 32 Fee 100
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 312 27 Fee 96
NASHVILLE TN
WOODBRIDGE APARTMENTS 220 19 Fee 95
NASHVILLE TN
Factory Outlets
- ---------------
BARSTOW FACTORY OUTLET 334,000 49 Fee 96
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 335,000 32 Fee 99
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 317,000 39 Fee & 91
BRANSON MO Leasehold
OSAGE FACTORY OUTLET
VILLAGE 400,000 147 Fee 99
OSAGE BEACH MO
SIX FLAGS FACTORY
OUTLET CENTER 190,000 55 Fee 91
JACKSON NJ
FT CHISWELL FACTORY
OUTLET 176,000 55 Fee 69
MAX MEADOWS VA
Miscellaneous
- -------------
PIZZA HUT - PAD 4,000 1 Fee 100
GREENVILLE NC
HARDEES - PAD 4,000 Leasehold 100
HANOVER PA
PIZZA HUT - PAD 3,000 Leasehold 100
HARRISONBURG VA
Mortgages Receivable
- --------------------
SHOPPING CENTER - NEW BERN 99,000 17 $750,000
NEW BERN NC First
Mortgage
NEWDON PLAZA 105,000 10 $10,350,000
NEW CITY NY First
Mortgage
WHITESTOWN PLAZA 83,000 11 $4,205,000
WHITESBORO NY First
Mortgage
LAUREL MALL 333,000 57 $5,180,000
CONNELLSVILLE PA First
Mortgage
SHOPPING CENTER - HANOVER 87,000 12 $700,000
HANOVER PA First
Mortgage
SHOPPING CENTER -
HARRISONBURG 119,000 10 $794,500
HARRISONBURG VA First
Mortgage
Office Building
- ---------------
INSTITUTE FOR DEFENSE
ANALYSES 51,000 8 Leasehold 100
PRINCETON NJ
Shopping Centers
- ----------------
CLOVERDALE VILLAGE 59,000 6 Fee 100
FLORENCE AL
RODNEY VILLAGE 216,000 15 Fee 73
DOVER DE
DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 100
DOVER DE
REGENCY PARK SHOPPING
CENTER 328,000 30 Fee 93
JACKSONVILLE FL
SOUTHGATE SHOPPING CENTER 263,000 24 Fee (1)
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 67,000 6 Fee 100
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 21,000 2 Fee 80
NORTH LAUDERDALE FL
RIVERWOOD SHOPPING CENTER 94,000 15 Fee (1)
PORT ORANGE FL
RUTLAND PLAZA 150,000 13 Fee 99
ST PETERSBURG FL
ALBANY PLAZA 114,000 7 Fee 95
ALBANY GA
SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 92
ALBANY GA
PERLIS PLAZA 166,000 20 Fee 93
AMERICUS GA
EASTGATE PLAZA - AMERICUS 44,000 4 Fee 100
AMERICUS GA
ROGERS PLAZA 50,000 5 Fee 72
ASHBURN GA
SWEETWATER VILLAGE 66,000 7 Fee 98
AUSTELL GA
CEDARTOWN SHOPPING CENTER 107,000 14 Fee 100
CEDARTOWN GA
CEDAR PLAZA 83,000 9 Fee 100
CEDARTOWN GA
CORDELE SQUARE 131,000 11 Fee 91
CORDELE GA
SOUTHGATE PLAZA - CORDELE 39,000 3 Fee 41
CORDELE GA
MR B'S 14,000 1 Fee 29
CORDELE GA
HABERSHAM VILLAGE 147,000 18 Fee 98
CORNELIA GA
MIDWAY VILLAGE SHOPPING
CENTER 73,000 10 Fee 89
DOUGLASVILLE GA
WESTGATE - DUBLIN 191,000 35 Fee 76
DUBLIN GA
NEW CHASTAIN CORNERS
SHOPPING C 109,000 13 Fee 97
MARIETTA GA
CREEKWOOD SHOPPING CENTER 70,000 9 Fee 98
REX GA
VICTORY SQUARE 171,000 35 Fee 97
SAVANNAH GA
EISENHOWER SQUARE SHOPPING
CENTER 125,000 12 Fee 100
SAVANNAH GA
TIFT-TOWN 61,000 4 Fee 61
TIFTON GA
WESTGATE - TIFTON 16,000 2 Fee 92
TIFTON GA
HAYMARKET SQUARE 267,000 28 Fee 91
DES MOINES IA
HAYMARKET MALL 234,000 22 Fee 65
DES MOINES IA
SOUTHFIELD PLAZA SHOPPING
CENTER 208,000 18 Fee 87
BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING
CENTER 446,000 50 Fee 96
NAPERVILLE IL
TINLEY PARK PLAZA 283,000 21 Fee 95
TINLEY PARK IL
COLUMBUS CENTER 272,000 24 Fee 93
COLUMBUS IN
JASPER MANOR 194,000 26 Fee 97
JASPER IN
TOWN FAIR SHOPPING CENTER 114,000 16 Fee 96
PRINCETON IN
WABASH CROSSING 167,000 18 Fee 98
WABASH IN
JACKSON VILLAGE 147,000 48 Fee 74
JACKSON KY
J*TOWN CENTER 187,000 17 Fee 58
JEFFERSONTOWN KY
NEW LOUISA PLAZA 115,000 20 Fee 85
LOUISA KY
PICCADILLY SQUARE 96,000 13 Fee 89
LOUISVILLE KY
EASTGATE SHOPPING CENTER 153,000 18 Fee 99
MIDDLETOWN KY
LIBERTY PLAZA 216,000 26 Fee 87
RANDALLSTOWN MD
SHOPPING CENTER -
SALISBURY 110,000 16 Fee 0
SALISBURY MD
MAPLE VILLAGE SHOPPING
CENTER 281,000 32 Fee 94
ANN ARBOR MI
FARMINGTON CROSSROADS 84,000 8 Fee 100
FARMINGTON MI
DELTA CENTER 174,000 16 Fee 91
LANSING MI
HAMPTON VILLAGE CENTRE 460,000 79 Fee 99
ROCHESTER HILLS MI
FASHION CORNERS 189,000 15 Fee & 87
SAGINAW MI Leasehold
HALL ROAD CROSSING 176,000 27 Fee 94
SHELBY MI
DELCO PLAZA 155,000 15 Fee 100
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 90
YPSILANTI MI
SHOPPING CENTER -
GOLDSBORO 80,000 10 Fee 100
GOLDSBORO NC
SHOPPING CENTER - WILSON 105,000 17 Fee 76
WILSON NC
LAUREL SQUARE 246,000 35 Fee 96
BRICKTOWN NJ
HAMILTON PLAZA 149,000 18 Fee 99
HAMILTON NJ
BENNETTS MILLS PLAZA 102,000 12 Fee 98
JACKSON NJ
MIDDLETOWN PLAZA 123,000 19 Fee 74
MIDDLETOWN NJ
RENAISSANCE CENTER EAST 146,000 14 Fee 94
LAS VEGAS NV
UNIVERSITY MALL 78,000 25 Fee 73
CANTON NY
CORTLANDVILLE 100,000 13 Fee 95
CORTLAND NY
KMART PLAZA 116,000 11 Fee 100
DEWITT NY
D & F PLAZA 192,000 30 Fee 48
DUNKIRK NY
SHOPPING CENTER - ELMIRA 54,000 5 Fee 100
ELMIRA NY
PYRAMID MALL 233,000 37 Fee 82
GENEVA NY
SHOPPING CENTER -
GLOVERSVILLE 45,000 4 Fee 100
GLOVERSVILLE NY
MCKINLEY PLAZA 93,000 20 Fee 89
HAMBURG NY
CAYUGA PLAZA 208,000 22 Fee 98
ITHACA NY
SHOPS @ SENECA MALL 237,000 30 Fee 73
LIVERPOOL NY
TRANSIT ROAD PLAZA 138,000 15 Fee 79
LOCKPORT NY
SHOPPING CENTER - MARCY 123,000 21 Fee 2
MARCY NY
WALLKILL PLAZA 203,000 24 Fee 95
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 122,000 12 Fee (1)
MONROE NY
ROCKLAND PLAZA 260,000 28 Fee 97
NANUET NY
SOUTH PLAZA 144,000 36 Fee 88
NORWICH NY
WESTGATE PLAZA - ONEONTA 72,000 11 Fee 92
ONEONTA NY
OSWEGO PLAZA 128,000 20 Fee 90
OSWEGO NY
MOHAWK ACRES 107,000 13 Fee 78
ROME NY
MONTGOMERY WARD 84,000 7 Fee 100
ROME NY
PRICE CHOPPER PLAZA 78,000 6 Fee 100
ROME NY
WESTGATE MANOR PLAZA -
ROME 66,000 15 Fee 59
ROME NY
NORTHLAND 123,000 23 Fee 92
WATERTOWN NY
HARBOR PLAZA 52,000 7 Fee 80
ASHTABULA OH
BELPRE PLAZA 89,000 8 Leasehold 78
BELPRE OH
SOUTHWOOD PLAZA 83,000 44 Fee 92
BOWLING GREEN OH
BRENTWOOD PLAZA 235,000 20 Fee 64
CINCINNATI OH
DELHI SHOPPING CENTER 166,000 15 Fee 93
CINCINNATI OH
WESTERN VILLAGE SHOPPING
CENTER 139,000 13 Fee 99
CINCINNATI OH
SOUTH TOWNE CENTRE 309,000 29 Fee 99
DAYTON OH
HERITAGE SQUARE 232,000 29 Fee 89
DOVER OH
MIDWAY CROSSING 139,000 15 Fee 941
ELYRIA OH
FAIRFIELD MALL 74,000 9 Fee 92
FAIRFIELD OH
SILVER BRIDGE PLAZA 146,000 20 Fee 96
GALLIPOLIS OH
SHOPPING CENTER - GENOA 17,000 2 Fee 85
GENOA OH
PARKWAY PLAZA 141,000 12 Fee 74
MAUMEE OH
NEW BOSTON SHOPPING
CENTER 234,000 22 Fee 99
NEW BOSTON OH
MARKET PLACE 169,000 18 Fee 96
PIQUA OH
CENTRAL AVE MARKET PLACE 157,000 18 Fee 98
TOLEDO OH
BETHEL PARK PLAZA 224,000 23 Fee 96
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 69,000 22 Fee 100
DILLSBURG PA
NEW GARDEN SHOPPING
CENTER 149,000 19 Fee 70
KENNETT SQUARE PA
STONEMILL PLAZA 95,000 21 Fee 92
LANCASTER PA
CROSSROADS PLAZA 105,000 14 Fee 98
MT. PLEASANT PA
STRAWBRIDGE'S 313,000 Fee (A) 100
PHILADELPHIA PA
ROOSEVELT MALL NE 250,000 36 Leasehold (A) 96
PHILADELPHIA PA
IVYRIDGE SHOPPING
CENTER 112,000 9 Fee 100
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 36,000 Fee (A) 100
PHILADELPHIA PA
ST MARY'S PLAZA 108,000 11 Fee 99
ST MARY'S PA
NORTHLAND CENTER 105,000 15 Fee & 98
STATE COLLEGE PA Leasehold
SHOPS AT PROSPECT 63,000 9 Fee 94
WEST HEMPFIELD PA
YORK MARKETPLACE 256,000 34 Fee & 100
YORK PA Leasehold
CONGRESS CROSSING 172,000 39 Fee 100
ATHENS TN
GREENEVILLE COMMONS 223,000 26 Fee 100
GREENEVILLE TN
KINGS GIANT SHOPPING
CENTER 162,000 18 Leasehold 94
KINGSPORT TN
GEORGETOWN SQUARE 104,000 11 Fee 94
MURFREESBORO TN
SHOPPING CENTER -
COLONIAL HTS 82,000 10 Fee 0
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING
CENTER 130,000 14 Fee 100
MECHANICSVILLE VA
VICTORIAN SQUARE 271,000 34 Fee 99
MIDLOTHIAN VA
CAVE SPRING CORNERS
SHOPPING CENTER 171,000 16 Fee 100
ROANOKE VA
SHOPPING CENTER -
SPOTSYLVANIA 87,000 8 Fee 100
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 177,000 30 Fee 96
WISE VA
MOUNDSVILLE PLAZA 170,000 29 Fee 64
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 73,000 7 Leasehold 100
PARKERSBURG WV
KMART PLAZA 106,000 14 Fee 100
VIENNA WV
Vacant Land
- -----------------
1 NORTH CENTRAL AVENUE 15,000 1 Fee
HARTSDALE NY
___________________
</TANBLE>
(A) The acreage of this property has been included in the acreage of the
Roosevelt Mall NE shopping center.
(1) Property purchased after July 31, 1997.
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 of beneficial interest 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 22.63 18.75 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
1997
First Quarter 22.00 21.13 .3550
Second Quarter 25.63 21.63 .3575
Third Quarter 24.50 21.38 .3600
Fourth Quarter 23.63 21.50 .3625
-----
TOTAL 1.435
(b) Holders
The approximate number of record holders of the Trust's shares of
beneficial interest, no par value ("Common Shares") (the only class of
common equity), at September 12, 1997 was 13,745.
(c) Distributions
The Trust made distributions to shareholders aggregating $1.435 per
share during the fiscal year ended July 31, 1997. Of this distribution, it
is estimated that $1.326 will qualify as ordinary income, $0 will qualify
as capital gain distribution and $.109 will qualify as a return of capital.
The Trust has paid regular and uninterrupted cash distributions on its
Common 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 73 consecutive quarters.
The Trust intends to continue to declare quarterly distributions on
its Common 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 Code 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 Common Shares by
automatically reinvesting distributions. Common Shares are acquired
pursuant to the Plan at a price equal to 95% of the market price of such
Common Shares, without payment of any brokerage commission or service
charge. The Plan also allows shareholders to purchase additional Common
Shares on the dividend payment date, at 100% of the average of the high and
low sales price of such Common Shares on that date. At present,
approximately 69% 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 the years indicated and should be read in
conjunction with the audited financial statements included in item 14(a) of this Form 10-K.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Year Ended July 31,
-------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Statement of
Income Data:
- ------------
Revenue $ 206,820,928 $167,605,981 $130,576,129 $100,954,515 $ 76,308,770
Operating expenses 127,578,431 94,867,530 65,572,225 46,913,963 31,400,256
-------------- ------------ ------------ ------------ ------------
79,242,497 72,738,451 65,003,904 54,040,552 44,908,514
(Loss)/Gain on sales
of properties and
securities, net (2,657) 398,498 227,638 989,867 939,878
-------------- ------------ ------------ ------------ ------------
79,239,840 73,136,949 65,231,542 55,030,419 45,848,392
Other deductions 2,203,045 2,616,138 2,515,669 2,713,163 2,619,754
--------------- ------------ ------------ ------------ ------------
Net income $ 77,036,795 $ 70,520,811 $ 62,715,873 $ 52,317,256 $ 43,228,638
=============== ============ ============ ============ ============
Net income
per share of
beneficial interest $ 1.31 $ 1.25 $ 1.19 $ 1.06 $ .89
------------------------------------------------------------ ------------
Balance Sheet Data:
- -------------------
Total assets $1,261,143,790 $945,393,725 $796,636,475 $616,992,574 $534,247,738
-------------- ------------ ------------ ------------ ------------
Long term
obligations $ 478,206,839 $238,426,049 $206,652,468 $ 28,060,067 $ 23,321,235
-------------- ------------ ------------ ------------ ------------
Other Data:
- -----------
Distributions
per common share $ 1.435 $ 1.395 $ 1.355 $ 1.315 $ 1.275
-------------- ------------ ------------ ------------ ------------
Funds from operations
per share of beneficial
interest(1) $ 1.74 $ 1.60 $ 1.47 $ 1.27 $ 1.02
-------------- ------------ ------------ ------------ ------------
_____________________________
(1) Represents funds from operations less preferred stock dividend requirements divided by the
weighted average shares of beneficial interest outstanding. Funds from operations is defined
as net income plus depreciation and amortization of real estate less gains from sales of
securities and properties.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity and Capital Resources
At July 31, 1997, the Trust had approximately $42.8 million in
available cash and cash equivalents, $2 million in marketable securities
and $23.1 million in mortgages receivable.
During the year the Trust issued $223 million of unsecured notes.
Three of these note issues, aggregating $99 million, have variable interest
rates ranging from 5.86% to 5.91% per annum and four of these note issues,
aggregating $124 million, have interest rates ranging from 5.95% to 7.68%
per annum. In July 1997 the Trust issued 150,000 Series A Cumulative
Preferred Shares with a liquidation preference of $75 million for $73
million net of issuance costs. The shares pay dividends at the rate of
7.8% of the liquidation preference through September 15, 2012 and at the
rate of 9.8% thereafter. They are redeemable at the option of the Trust on
or after June 15, 2007 at the liquidation preference of $500 per share.
The Trust maintains a $50 million unsecured credit facility, which it
expects to renew under substantially similar terms prior to such credit
facility's expiration in December 1997.
Debt at July 31, 1997 consisted of $65.6 million of mortgages payable
with a weighted average interest rate of 7.79% and unsecured notes
aggregating $412.6 million with a weighted average interest rate of 6.88%.
The $16.6 million increase in mortgages payable was the net result of the
assumption of $17.5 million in connection with the purchase of properties
and the repayment of $900,000 of existing mortgages. The increase in other
liabilities is due to increases in interest payable, accrued construction
costs and real estate taxes payable. These increases are due primarily to
the larger portfolio of properties and the increase in notes payable.
Short term debt consists of normal trade payables and the current portion
of mortgages payable.
During the fiscal year $16.5 million of funds were provided from the
Dividend Reinvestment and Share Purchase Plan. The Trust made
distributions of $83.8 million to shareholders, paid $274.6 million to
acquire properties and complete the construction of the Six Flags Factory
Outlet Center, and invested $8 million in expansion and improvement of
properties.
Other sources of funds are available to the Trust. Based on
management's internal valuation of the Trust's properties, most of which
are free and clear of mortgages, the estimated value is considerably in
excess of the outstanding mortgage indebtedness totaling $65.6 million.
Accordingly, management believes that 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, 1997 Compared to Fiscal Year Ended July 31, 1996
In fiscal 1997, total revenues increased $39.2 million to $206.8
million. The increase was in the rental income and related revenues
category and came from properties in the portfolio which were acquired in
fiscal 1997 or were owned for less than a full year in fiscal 1996.
Interest and dividend income decreased slightly.
Operating expenses increased $32.7 million to $127.6 million.
Operating costs, real estate and other taxes, and depreciation and
amortization increased primarily because of property acquisitions.
Interest expense increased $10.7 million to $28.3 million due to a higher
level of outstanding debt during fiscal 1997. The increase in the
provision for doubtful accounts reflects a larger revenue base and a higher
level of receivables. Administrative expenses as a percent of revenue
declined to 1.1% of revenue from 1.6% 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 (loss)/gain on sale of properties and securities
increased $6.9 million to $77 million. During the fiscal year three former
Nichols stores, in Annville and Hanover, Pennsylvania and Lumberton, North
Carolina were sold.
Net income applicable to shares of beneficial interest increased $6.1
million to $77 million and earnings per share of beneficial interest
increased to $1.31 per share from $1.25 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 $11.9 million to $102 million. Funds from operations per share
of beneficial interest, defined as funds from operations less preferred
stock dividend requirements divided by the weighted average number of
shares of beneficial interest outstanding, increased to $1.74 from $1.60.
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 1997, distributions declared and paid were $1.435 per
share of beneficial interest, a $.04 per share increase over fiscal 1996.
The most recent distribution declaration for shares of beneficial interest
was $.365 per share which is $1.46 per share on an annualized basis.
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 increase in rental revenue 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, increased
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 $29.3 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% 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 of beneficial interest 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 of beneficial interest 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 of beneficial interest, a $.04 per share of beneficial interest
increase over the preceding year.
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% 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 of beneficial interest 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 of
beneficial interest 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 of beneficial interest increase over the preceding
fiscal year.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
The response to this item is included in Pages F-1 to F-37 attached to
this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
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. . . . . . . . . . . .71 Chairman of the Board and Chief
Chairman of the Board of Trustees Executive Officer of the Trust
and Chief Executive Officer since its organization in 1972;
President of the 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 47
years.
Arnold Laubich. . . . . . . . . . . .67 President and Chief Operating
President, Chief Operating Officer Officer and Trustee of the Trust
and Trustee since August 1, 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 . . . . . . . . .41 Executive Vice President since
Executive Vice President and October 1994; Trustee since 1990;
Trustee Senior Vice President from 1990
to 1994; Vice President from 1988
to 1990.
Dean Bernstein. . . . . . . . . . . .39 Vice President - Administration
Vice President - Administration and Finance since October 1994;
and Finance and Trustee Vice 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 . . . . . . . . .61 Vice President of the Trust since
Vice President, Treasurer 1981; Treasurer since 1983.
Leonard N. Cancell. . . . . . . . . .64 Senior Vice President of the
Senior Vice President - Operations Trust since August 1, 1988;
Senior Vice President of Dover
Management from 1972 to 1988;
employee of the Trust's
predecessor from 1964 to 1972.
Michael I. Brown. . . . . . . . . . .55 Chief Financial Officer since
Chief Financial Officer and 1991; Controller of the Trust
Controller since 1987.
Irwin E. Kwartler . . . . . . . . . .71 Vice President of the Trust since
Vice President 1982; previously National Sales
Manager, Kimball Division of
Litton Industries.
Steven F. Siegel. . . . . . . . . . .37 General Counsel and Secretary of
General Counsel and Secretary the Trust since October 1991.
Joseph Bosco. . . . . . . . . . . . .48 Vice President of the Trust since
Vice President -- Apartment 1993; employee of the Trust since
Operations 1983.
James DeCicco . . . . . . . . . . . .51 Senior Vice President of the
Senior Vice President -- Leasing Trust since March, 1996; Vice
President of the Trust since
1992; employee of the Trust since
1991.
Thomas J. Farrell . . . . . . . . . .40 Vice President and employee of
Vice President -- Acquisitions the Trust since 1994; formerly a
Vice President at The Balcor
Company, a real estate company,
for five years.
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 June 18, 1997 containing items 2, 5 and 7.
2. Form 8-K dated June 30, 1997 containing items 2, 5 and 7.
3. Form 8-K dated July 2, 1997 containing items 5 and 7.
4. Form 8-K dated July 31, 1997 containing items 5 and 7.
5. Form 8-K/A dated September 19, 1997 containing items 5 and
7.
(c) Exhibits. The following documents 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.
4.1 Specimen Certificate for Shares of Beneficial Interest.
*4.2 Certificate of Designation Supplementing the Amended and
Restated Declaration of Trust of New Plan Realty Trust filed
as Exhibit 4.1 to the Registrant's Form 8-K dated July 2,
1997.
4.3 Deposit Agreement dated as of July 3, 1997, among New Plan
Realty Trust and BankBoston N.A.
4.4 Specimen Certificate for 7.80% Series A Cumulative Step-Up
Premium Rate Preferred Shares.
4.5 Specimen Depositary Receipt.
*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.
(presently known as Stichting Pensioenfonds) 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 (presently known as MNOPF
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 October 29, 1996.
*10.2 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.
*10.3 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.
*10.4 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.
*10.5 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.
*10.6 Form of Medium Term Note (Fixed Rate) filed as Exhibit 99.1
to the Registrant's Form 8-K dated May 24, 1996.
*10.7 Form of Medium Term Note (Floating Rate) filed as Exhibit
99.2 to the Registrant's Form 8-K dated May 24, 1996.
*10.8 Distribution Agreement dated December 6, 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,
Salomon Brothers Inc and Smith Barney Inc., filed as Exhibit
1 to the Registrant's Form 8-K dated December 12, 1996.
*10.9 Form of Medium Term Note (Fixed Rate) filed as Exhibit 4.1
to the Registrant's Form 8-K dated December 12, 1996.
*10.10 Form of Medium Term Note (Floating Rate) filed as Exhibit
4.2 to the Registrant's Form 8-K dated December 12, 1996.
11 Statement of Computation of Earnings Per Share for the
Twelve Months Ended July 31, 1997.
12 Ratio of Earnings to Fixed Charges.
21 Subsidiaries of the Registrant.
23 Consent of Coopers & Lybrand L.L.P. dated October 9, 1997.
27(1) Financial Data Schedule.
______________________________
* Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic 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.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant 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 10, 1997
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
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William Newman Chief Executive Officer October 10, 1997
- ------------------------- and Trustee
William Newman
/s/ Arnold Laubich President, Chief Operating October 10, 1997
- ------------------------- Officer and Trustee
Arnold Laubich
/s/ Michael I. Brown Chief Financial Officer and October 10, 1997
- ------------------------- Chief Accounting Officer,
Michael I. Brown Controller
/s/ James M. Steuterman Executive Vice President October 10, 1997
- ------------------------- and Trustee
James M. Steuterman
/s/ Dean Bernstein Vice President - October 10, 1997
- ------------------------- Administration and Finance
Dean Bernstein and Trustee
/s/ Melvin Newman Trustee October 10, 1997
- -------------------------
Melvin Newman
- ------------------------- Trustee _________, 1997
Norman Gold
- ------------------------- Trustee _________, 1997
Raymond H. Bottorf
- ------------------------- Trustee _________, 1997
John Wetzler
- ------------------------- Trustee _________, 1997
Gregory White
ANNUAL REPORT ON FORM 10-K
ITEM 8 AND ITEM 14(a)(1), (a)(2) AND (d)
LIST OF CONSOLIDATED FINANCIAL STATEMENTS,
SUPPLEMENTARY DATA AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED JULY 31, 1997
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NEW YORK, NEW YORK
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets as of July 31, 1997 and 1996. . . . . . . . F-3
Consolidated Statements of Income for the years
ended July 31, 1997, 1996 and 1995. . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended July 31, 1997, 1996 and 1995. . . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the years
ended July 31, 1997, 1996 and 1995. . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . F-9
Schedules
II - Valuation and Qualifying Accounts . . . . . . . . . . . . . .F-19
III - Real Estate and Accumulated Depreciation. . . . . . . . . . .F-20
IV - Mortgage Loans on Real Estate . . . . . . . . . . . . . . . .F-36
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 AUDITORS
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 audits 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, 1997 and
1996, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended July 31, 1997 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 9, 1997
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1997 AND 1996
1997 1996
---- ----
ASSETS:
Real estate, at cost (Notes A and E)
Land $ 232,501,644 $ 174,711,789
Buildings and improvements 1,045,273,400 803,229,718
- ------------------------------------
1,277,775,044 977,941,507
Less accumulated depreciation and
amortization 105,866,380 82,523,169
- ------------------------------------
1,171,908,664 895,418,338
Cash and cash equivalents (Note A) 42,780,757 4,300,261
Marketable securities (Note B) 2,034,599 2,095,481
Mortgages and notes receivable (Note C) 23,106,633 23,597,342
Receivables
Trade and notes, net of allowance for
doubtful accounts (1997 - $5,581,000;
1996 - $3,976,500) (Note A) 12,035,327 11,586,091
Other (Note D) 1,463,943 1,109,164
Prepaid expenses and deferred charges 4,999,889 5,083,827
Other assets 2,813,978 2,203,221
- ------------------------------------
TOTAL ASSETS $1,261,143,790 $ 945,393,725
====================================
See Notes to Consolidated Financial Statements.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1997 AND 1996
1997 1996
---- ----
LIABILITIES:
Mortgages payable (Note E) $ 65,572,883 $ 48,935,776
Credit facility (Note E) - 19,500,000
Notes payable, net of unamortized discount 412,633,956 189,490,273
(1997 - $1,366,044; 1996 - $1,509,727)
(Note F)
Other liabilities (Note G) 33,359,165 24,984,134
Tenants' security deposits 4,622,687 3,129,524
-------------- ------------
TOTAL LIABILITIES 516,188,691 286,039,707
-------------- ------------
COMMITMENTS AND CONTINGENCIES (Notes
H,I,J,N and P) - -
SHAREHOLDERS' EQUITY
Preferred shares
par value $1.00, authorized 1,000,000
shares; issued and outstanding
(1997 - 150,000 Series A Cumulative
Preferred Shares, 1996 - none), 72,775,000 -
$75,000,000 redemption value (Note H)
Shares of beneficial interest
without par value, unlimited
authorization; issued and outstanding
(1997 - 58,934,371; 1996 - 58,069,362)
(Note H) 738,010,825 719,080,157
Less: loans receivable for the purchase of
shares of beneficial interest (Note H) 2,814,366 3,083,573
Add: unrealized gain on securities reported
at fair value (Note B) 1,057,537 643,141
-------------- ------------
809,028,996 716,639,725
Less distributions in excess of net income 64,073,897 57,285,707
-------------- ------------
TOTAL SHAREHOLDERS' EQUITY 744,955,099 659,354,018
-------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,261,143,790 $945,393,725
============== ============
See Notes to Consolidated Financial Statements.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 31, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
Revenues:
Rental income and related
revenues $202,093,168 $162,821,434 $ 126,447,966
(Notes A and J)
Interest and dividend income
(Notes B and C) 4,727,760 4,784,547 4,128,163
------------ ------------ -------------
206,820,928 167,605,981 130,576,129
------------ ------------ -------------
Operating Expenses:
Operating costs 51,909,521 38,865,276 29,960,955
Leasehold rent (Note I) 675,434 665,237 614,084
Real estate and other taxes 18,448,503 15,787,643 11,809,539
Interest expense 28,256,473 17,561,362 7,174,028
Depreciation and amortization 25,005,629 20,004,378 15,055,225
Provision for doubtful
accounts 3,282,871 1,983,634 958,394
------------ ------------ -------------
Total operating expenses 127,578,431 94,867,530 65,572,225
------------ ------------ -------------
79,242,497 72,738,451 65,003,904
Other Expenses:
Administrative expenses 2,203,045 2,616,138 2,515,669
------------ ------------ -------------
Income Before (Loss)/Gain on
Sale of Properties and
Securities: 77,039,452 70,122,313 62,488,235
(Loss)/gain on sale of
properties, net (9,625) 540,209 227,638
Gain/(loss) on sale of
securities, net 6,968 (141,711) -
------------
- --------------------------------
(2,657) 398,498 227,638
------------ ------------ -------------
Net Income $ 77,036,795 $ 70,520,811 $ 62,715,873
------------ ------------ -------------
Net Income applicable to Shares
of Beneficial Interest $ 76,575,795 $ 70,520,811 $ 62,715,873
------------ ------------ -------------
Net Income Per Share of
Beneficial Interest (Note A) $1.31 $1.25 $1.19
------------ ------------ -------------
Cash Distribution Per Share of
Beneficial Interest $1.435 $1.395 $1.355
------------ ------------ -------------
See Notes to Consolidated Financial Statements.
NEW PLAN REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended July 31, 1995, 1996, 1997 (Note H)
Cumulative
Shares of Beneficial Unrealized Distributions Total
Preferred Shares Interest Notes Gains on in Excess of Shareholders'
Issued Amount Issued Amount Receivable Securities Net Income Equity
---------------------------------------------------------------------------------------------------------
Balance July 31, 1994 52,594,161 $ 609,067,613 $(3,630,421) $ (39,944,408) $ 565,492,784
Net income 62,715,873 62,715,873
Dividends paid ($1.355 (71,616,427) (71,616,427)
per share of
beneficial interest)
Dividend Reinvestment 667,204 13,472,493 13,472,493
Exercise of stock options 1,200 21,425 21,425
Repayments of loans 260,863 260,863
At adoption of SFAS 115 $ 182,460 182,460
---------------------------------------------------------------------------------------------------------
Balance July 31, 1995 53,262,565 622,561,531 (3,369,558) 182,460 (48,844,962) 570,529,471
Net income 70,520,811 70,520,811
Dividends paid ($1.395
per share of beneficial
interest) (78,961,556) (78,961,556)
Dividend Reinvestment 737,797 15,126,326 15,126,326
Exercise of stock options 9,000 164,500 164,500
Repayments of loans 285,985 285,985
Increase during the year 460,681
460,681
Issuance of shares of
beneficial interest 4,060,000 81,227,800 81,227,800
----------------------------------------------------------------------------
Balance July 31, 1996 58,069,362 719,080,157 (3,083,573) 643,141 (57,285,707) 659,354,018
Net income 77,036,795 77,036,795
Dividends paid ($1.435
per share of beneficial
interest) (83,824,985) (83,824,985)
Dividend Reinvestment 750,209 16,475,143 16,475,143
Exercise of stock options 114,800 2,455,525 2,455,525
Repayment of loans 269,207 269,207
Increase during year 414,396 414,396
Issuance of preferred
shares 150,000 $72,775,000 72,775,000
----------------------------------------------------------------------------
Balance July 31, 1997 150,000 $72,775,000 58,934,371$ 738,010,825 $ (2,814,366) $1,057,537 $(64,073,897) $744,955,099
============================================================================
See Notes to Consolidated Financial Statements
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1997, 1996 AND 1995
(NOTE M)
1997 1996 1995
---- ---- ----
OPERATING ACTIVITIES
- --------------------
Net income $ 77,036,795 $70,520,811 $ 62,715,873
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization 25,005,629 20,004,378 15,055,225
Gain on sale of properties,
net 9,625 (540,209) (227,638)
(Gain)/Loss on sale of
securities, net (6,968) 141,711 -
------------ ----------- -----------
102,045,081 90,126,691 77,543,460
Changes in operating assets
and liabilities, net:
Increase in trade and notes
receivable (2,053,736) (5,775,617) (1,165,765)
(Increase)/decrease in other
receivables (354,781) 12,714 506,489
Increase in allowance for
doubtful accounts 1,604,500 1,054,000 591,000
Increase in other
liabilities 3,475,030 8,239,264 6,492,376
Decrease/(increase) in net
sundry assets and
liabilities 604,983 (250,994) (907,583)
------------ ----------- ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 105,321,077 93,406,058 83,059,977
------------ ----------- ------------
INVESTING ACTIVITIES
- --------------------
Sales of marketable securities 484,314 4,274,356 424,783
Purchases of marketable
securities (2,068) - -
Net proceeds from the sale
of properties 3,862,557 3,473,913 1,025,000
Purchase and improvement of
properties (282,606,924) (186,008,486) (136,310,299)
Repayment of mortgage notes
receivable 490,709 820,662 36,172
------------ ----------- ------------
NET CASH USED IN INVESTING
ACTIVITIES (277,771,412) (177,439,555) (134,824,344)
See Notes to Consolidated Financial Statements
(Continued on next page)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1997, 1996 AND 1995
(NOTE M)
(CONTINUED FROM PREVIOUS PAGE)
1997 1996 1995
---- ---- ----
FINANCING ACTIVITIES
- --------------------
Distributions to
shareholders (83,824,985) (78,961,556) (71,616,427)
Issuance of preferred
shares pursuant to a
public offering, net
of offering costs 72,775,000
Issuance of shares of
beneficial interest
pursuant to dividend
reinvestment plan 16,475,143 15,126,326 13,472,493
Issuance of shares of
beneficial interest
pursuant to public offering,
net of loans receivable and
offering costs 81,227,800 -
Issuance of shares of
beneficial interest upon
exercise of stock options 2,455,525 164,500 21,425
Proceeds from short-term
borrowings 12,000,000 19,500,000 352,000,000
Repayment of short-term
borrowings (31,500,000) - (359,500,000)
Proceeds from sale of notes 223,143,682 10,000,000 179,322,720
Payment of deferred
financing costs (956,990)
Principal payments on
mortgages (862,741) (364,422) (407,892)
Repayment of mortgages (10,533,682) (12,059,000)
Repayment of loans receivable
for the purchase of shares
of beneficial interest 269,207 285,985 260,863
------------ ------------- --------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 210,930,831 36,444,951 100,537,192
------------ ------------- --------------
INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS 38,480,496 (47,588,546) 48,772,825
Cash and cash equivalents at
beginning of year 4,300,261 51,888,807 3,115,982
------------ ------------- --------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 42,780,757 $ 4,300,261 $ 51,888,807
============ ============= ==============
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 applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code"). Accordingly, the Trust does
not pay Federal income tax on income as long as income distributed to
shareholders is at least equal to 95% of 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. Provision for such taxes has 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 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 of leasehold improvements 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 (excluding interest and
income taxes) 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: During 1997, the Financial Accounting
Standards Board issued Statements of Financial Accounting Standards: (i)
No. 128 "Earnings Per Share" ("SFAS 128"), which will be effective for
financial statements for both interim and annual periods ending after
December 15, 1997, (ii) No. 129 "Disclosure of Information About Capital
Structure" ("SFAS 129"), which is effective for financial statements for
periods ending after December 15, 1997, (iii) No. 130 "Reporting
Comprehensive Income" ("SFAS 130"), which is effective for fiscal years
beginning after December 15, 1997, and (iv) No. 131 "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS 131"), which is
effective for fiscal years beginning after December 15, 1997. Management
believes that the implementation of SFAS 128, 129 and 130 will not have a
material impact on the Trust's financial statements. The Trust has yet to
determine the impact of SFAS 131.
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. 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 5.0% of the Trust's revenues.
Net Income Per Share of Beneficial Interest: Net income per share of
beneficial interest is calculated using a weighted average number of shares
outstanding during each year: 1997 - 58,461,056 shares; 1996 - 56,483,827
shares; 1995 - 52,894,355 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.
Internal Software Costs: Any costs associated with modifying computer
software for the year 2000 are expensed as incurred. Management does not
believe these costs will be material.
Note B - Marketable Securities
The Trust has classified all investments in debt and equity securities
as available-for-sale. All investments are recorded at current market
value with an offsetting adjustment to shareholders' equity.
July 31, 1997 1996
- ---------------------------------------------------------------------------
Equity Equity Debt
Amortized cost/cost basis $ 977,061 $ 977,061 $ 475,279
Unrealized holdings gains 1,057,538 643,141 --
Unrealized holdings losses -- -- --
---------- -----------------------------
Fair value $2,034,599 $ 1,620,202 $ 475,279
The net increase in unrealized holding gains that has been included as
a separate component of shareholders' equity is $414,396 for 1997. 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, 1997 and 1996.
Note C - Mortgages & Notes Receivable
Mortgages and Notes Receivable are collateralized principally by real
property and consist of the following:
July 31, 1997 1996
- ---------------------------------------------------------------------------
10% purchase money first mortgage, due
August 31, 1998 $ 5,180,000 $ 5,420,000
9.38% purchase money first mortgage, due
July 25, 1998 4,205,000
4,610,000
9.375% purchase money first mortgage, due
July 27, 2002 10,350,000
10,350,000
12% leasehold mortgage, due June 1, 2011 890,273
913,999
10.5% second mortgage due February 1, 1999 - 500,000
11.5% note, due April 30, 2004 236,860 258,843
8.75% purchase money first mortgage, due
July 23, 1998 794,500 794,500
7.2% purchase money first mortgage, due
May 9, 2001 750,000 750,000
8.75% purchase money first mortgage, due
July 23, 2001 700,000 -
------------ -----------
$ 23,106,633 $23,597,342
- ---------------------------------------------------------------------------
Note D - Other Receivables
July 31, 1997 1996
Interest and dividends $ 599,314 $ 312,733
Notes receivable 338,250 282,055
Due from officers, trustees and employees (1) 496,564 488,271
Miscellaneous receivables 29,815 26,105
------------ -----------
$ 1,463,943 $ 1,109,164
- ---------------------------------------------------------------------------
(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
$182,443,000 before accumulated depreciation and amortization. As of July
31, 1997, mortgages payable bear interest at rates ranging from 4.30% to
10.75%, having a weighted average rate of 7.79% per annum and mature from
1998 to 2010.
Scheduled principal payments during each of the next five fiscal years
and thereafter are approximately as follows:
Year Ending July 31, Amount
- ---------------------------------------------------------------------------
1998 $ 2,895,014
1999 10,427,652
2000 17,789,006
2001 6,962,917
2002 10,034,539
Thereafter 17,463,755
------------
Total $ 65,572,883
The Trust has an unsecured revolving credit facility which provides
for up to $50 million of borrowings until October 28, 1997. At July 31,
1997 there were no amounts 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 outstanding approximately $1.4 million of letters
of credit as of July 31, 1997.
Interest costs capitalized for the years ended July 31, 1997, 1996,
and 1995 were approximately $868,000, $203,000, and $1,161,000,
respectively.
Note F - Notes Payable
Notes Payable consists of the following:
Face Amount
Description ($ in millions) Due Date 1997 1996
- ----------- --------------- -------- ---- ----
7.75% Senior unsecured
notes effective
interest rate 7.95%, net
of unamortized discount:
1997 - $1,132,255;
1996 - $1,236,986 $100 4/6/2005 $98,867,745 $98,763,014
6.80% Senior unsecured
notes, effective interest
rate 6.87% net of
unamortized discount:
1997 - 233,789;
1996 - $272,741 81 5/15/2002 80,766,211 80,727,259
7.97% unsecured notes 10 8/14/2026 10,000,000 10,000,000
Variable rate unsecured
notes 49 8/3/99 49,000,000
Variable rate unsecured
notes 10 8/3/98 10,000,000
5.95% unsecured notes 49 11/2/26 49,000,000
7.65% unsecured notes 25 11/2/26 25,000,000
7.68% unsecured notes 20 11/2/26 20,000,000
Variable rate unsecured notes 40 5/15/00 40,000,000
7.35% unsecured notes 30 6/15/07 30,000,000
------------ ------------
Total $412,633,956 $189,490,273
- ---------------------------------------------------------------------------
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 or quarterly
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, 1997,
$342,412 of amortized discount and issuing costs were included in interest
expense.
Note G - Other Liabilities
July 31, 1997 1996
- ---------------------------------------------------------------------------
Accounts payable $ 2,095,888 $ 2,750,313
Real estate taxes payable 6,920,090 4,769,689
State and local taxes payable 2,369,004 3,906,163
Interest payable 7,779,381 3,633,896
Amounts due seller of property 1,466,713 970,104
Professional fees and costs 1,665,753 728,628
Accrued construction costs 4,871,656 --
Acquisition costs 1,884,419 2,574,000
Other 2,968,748 5,332,891
Deferred advance rent expense 1,337,513 318,450
------------ -----------
$ 33,359,165 $24,984,134
- ---------------------------------------------------------------------------
Note H - Shareholders Equity
The Series A Cumulative Preferred Shares are redeemable at the option
of the Trust on or after June 15, 2007 at the liquidation preference of
$500 a share. The preferred shares pay dividends quarterly at the rate of
7.8% of the liquidation preference per annum through September 15, 2012 and
at the rate of 9.8% of the liquidation preference per annum thereafter. In
connection with the issuance of the Series A Cumulative Preferred Shares,
1,500,000 depositary shares, each representing a 1/10 fractional interest
in a share of cumulative preferred, were sold to the public.
The Trust has the following stock option plans (the "Plans") pursuant
to which the Trust has granted (and in one instance, may continue to grant)
options to purchase Shares of Beneficial Interest of the Trust (the
"Shares") to officers, trustees and certain key employees of the Trust: (i)
the 1985 Incentive Stock Option Plan (the "1985 Plan"), (ii) the March 1991
Stock Option Plan (the "March 1991 Plan"), (iii) the Non-Qualified Stock
Option Plan (the "Non-Qualified Plan"), and (iv) the 1991 Stock Option Plan
(the "1991 Plan"). The exercise price of a Share pursuant to each of the
Plans is or was required (as the case may be) to be no less than the fair
market value of a Share on the date of grant. Under the 1985 Plan, the
1991 Plan (with the exception of certain option grants of 10,000 Shares or
more, as discussed below) and the Non-Qualified Plan, options are
exercisable 20% per year commencing one year from the date of grant. In
the case of certain option grants of 10,000 Shares or more under the 1991
Plan, such option grants are exercisable 10% after the first anniversary of
the date of grant, 25% after the second anniversary of the date of grant,
45% after the third anniversary of the date of grant, 70% after the fourth
anniversary of the date of grant and 100% after the fifth anniversary of the
date of grant. In the case of the March 1991 Plan, 30% of the options
granted are exercisable on the third anniversary of the date of grant and,
thereafter, an additional 10% of the granted options are exercisable on a
yearly basis. Future option grants can be made only under the 1991 Plan.
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, 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
Exercised (72,700) -- -- (42,100)
Cancelled -- -- -- (26,800)
Granted -- -- -- 571,750
------- ------- --------- --------
Outstanding July 31, 1997 276,300 5,000 1,300,000 931,900
- ---------------------------------------------------------------------------
Options exercisable at
July 31, 1997 232,480 4,000 910,000 173,660
Average outstanding option
price, which was the market
price of the shares on
the dates of grant $ 21.75 $ 21.88 $ 18.88 $ 21.71
Average price of options
exercised during fiscal 1997 $ 21.72 -- -- $ 20.82
- ---------------------------------------------------------------------------
The Trust has adopted the disclosure-only provision of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). Accordingly, no compensation expense has been
recognized for the options described above which were granted on or after
August 1, 1995. Had compensation cost for these options been determined
based on the fair value on the grant date consistent with the provisions of
SFAS 123, the Trust's net earnings and earnings per share of beneficial
interest would have been changed to the following pro forma amounts:
Net Income
Per Share of
Beneficial
Net Income Interest
(in thousands)
--------------- --------------
Year ended July 31, 1997 $76,465 $1.31
Year ended July 31, 1996 70,510 1.25
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 I - 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 (000's omitted):
Year Ending July 31, Amount
- ---------------------------------------------------------------------------
1998 $1,045
1999 1,050
2000 1,049
2001 1,052
2002 1,183
Thereafter 20,332
------
Total $25,711
- ---------------------------------------------------------------------------
For the years ended July 31, 1996 and 1995, the lease for office space
included contingent rentals for real estate tax escalations and operating
expense in the amount of $100,000, and $111,000, respectively. There were
no contingent rentals for the year ended July 31, 1997. In addition,
ground leases provide for fixed rent escalations and renewal options.
Note J - 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 (000's omitted):
Year Ending July 31, Amount
- ---------------------------------------------------------------------------
1998 $118,157
1999 106,241
2000 90,243
2001 75,217
2002 63,790
Thereafter 385,975
--------
Total $839,623
- ---------------------------------------------------------------------------
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, 1997, 1996 and 1995
amounted to approximately $28,933,000, $26,173,000, and $19,388,000,
respectively.
Note K - Pro Forma Financial Information (Unaudited)
The Trust acquired 16 shopping centers and 13 apartment complexes
during the year ended July 31, 1997. The pro forma financial information
for the years ended July 31, 1997 and 1996 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, 1996 and 1995,
respectively. The $280,814,000 aggregate acquisition cost included
existing mortgages and $259,914,000 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, 1997 1996
- ---------------------------------------------------------------------------
Pro forma total revenues $ 228,038 $ 209,212
Pro forma net income $ 79,322 $ 73,900
Pro forma earnings per share of
beneficial interest $ 1.36 $ 1.31
- ---------------------------------------------------------------------------
Note L - 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
- ---------------------------------------------------------------------------
1997
- ---------------------------------------------------------------------------
First $ 47,783 $ 19,076 $ 19,076 $ .33
Second 51,147 19,023 19,092 .33
Third 52,066 19,224 19,088 .32
Fourth 55,825 19,716 19,781 .33
- ---------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------
Note M - Supplemental Cash Flow Information
The Trust entered into the following non-cash investing and financing
activities:
Year Ended July 31, 1997 1996
- ---------------------------------------------------------------------------
Mortgages payable assumed in the acquisition
of properties $ 17,500,000 $ 32,538,000
Mortgages receivable in connection with
the sale of properties $ 700,000 $ 1,544,500
State and local income taxes paid for the year ended July 31, 1997
were $872,000. No state and local income taxes were paid by the Trust for
the year ended July 31, 1996. Interest paid for the years ended July 31,
1997 and 1996 was $24,642,000 and $17,085,000, respectively.
- ---------------------------------------------------------------------------
Note N - 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, 1997, 1996 and 1995, the Trust's expense for the
Savings Plan was $250,000, $228,000 and $191,000, respectively.
- ---------------------------------------------------------------------------
Note O - Financial Instruments
The estimated fair values of the Trust's financial instruments are as
follows (000's omitted)
At July 31, 1997 1996
- ---------------------------------------------------------------------------
Corres-
Carrying Fair Carrying Fair ponding
Value Value Value Value Footnote
-------- ----- -------- ----- --------
Assets:
Cash and cash
equivalents $ 42,781 $ 42,781 $ 4,300 $ 4,300 A
Marketable securities 2,035 2,035 2,095 2,095 B
Mortgages and notes
receivable 23,107 24,200 23,597 (1) C
Other receivables 1,464 1,464 1,109 (1) D
Liabilities:
Mortgages payable 65,573 67,500 48,935 (2) E
Notes payable 412,634 429,200 189,490 (2) F
Other liabilities 35,359 35,359 24,984 24,984 G
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 P - Subsequent Events
Subsequent to July 31, 1997 the Trust purchased one apartment complex
containing 184 units and three shopping centers containing an aggregate of
approximately 479,000 gross leasable square feet. The properties are
located in New York, North Carolina and Florida. The aggregate purchase
price for such properties was approximately $28.7 million.
On August 28, 1997 the Trustees declared a cash distribution to
shareholders of record of the shares of beneficial interest as of September
18, 1997 in the amount of $.365 per share (approximately $21.5 million)
payable on October 7, 1997.
On August 21, 1997 the Trustees declared a cash distribution to
shareholders of record of the Series A Cumulative Preferred Shares as of
September 1, 1997 in the amount of $8.125 per share ($.8125 per depositary
share, approximately $1,220,000) payable on September 15, 1997.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Additions
Charged
Balance at to Costs Credited Balance
Beginning and to Other at End
Description of Period Expenses Revenues Deductions of Period
- ----------- ---------- -------- -------- ---------- ---------
Year Ended
July 31, 1997
- -------------
Allowance for
doubtful
accounts $ 3,976,500 $ 3,282,871 -- $ 1,678,371(1) $ 5,581,000
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
- -------------------
(1) Trade receivables charged to the reserve.
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1997
COLUMN A COLUMN B COLUMN C COLUMN D
____________ _____________ ______________________________ ________________
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
______________________________ ________________
Building &
Description Encumbrances Land Improvements Improvements
___________ ____________ ___________ _____________ ________________
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,411,462 193,861
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 310,955
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 1,112,479
BIRMINGHAM AL
THE CLUB APARTMENTS 6,145,000 1,709,558 6,838,233 280,275
BIRMINGHAM AL
HILLCREST APARTMENTS 1,252,632 249,734 3,317,904
MOBILE AL
KNOLLWOOD APARTMENTS 6,147,218 4,377,501 17,027,203 23,982
MOBILE AL
MAISON DE VILLE APTS 4,625,000 1,971,014 7,897,056 38,546
MOBILE AL
MAISON IMPERIAL APTS 1,750,000 672,368 2,702,471 20,720
MOBILE AL
PLANTATION APARTMENTS 1,000,000 440,866 1,773,465 9,992
MOBILE AL
MAYFAIR APARTMENTS 240,000 962,217 464,446
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,238,692
DOVER DE
LAKE PARK APARTMENTS 833,000 1,822,039 2,584,476
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,514,373 37,044
ATHENS GA
TARA APARTMENTS 3,541,345 1,192,545 4,792,179 43,190
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,719,639 31,774
EVANSVILLE IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,698,215 59,570
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,075,236 696,220
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,756,655 238,724
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 288,619
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 707,222
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 91,639
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,229,206 26,673
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,283,242 53,478
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,627,597 30,765
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 2,930,484 11,721,937 27,388
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 144,766
KANSAS CITY MO
MEADOW EAST APARTMENTS 86,407 1,467,282 451,518
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,657,938
ROME NY
SPRING CREEK APARTMENTS 1,451,271 9,067,552
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 114,478
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 314,834
MAUMEE OH
GOLDCREST APARTMENTS 1,133,355 4,533,416 23,845
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,894,326 45,725
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 83,167
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 120,213
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 170,808
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,954,261 29,178
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 650,345
ANTIOCH TN
COURTS @ WATERFORD PLACE 10,100,000 2,745,404 10,982,373 47,797
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 580,759
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 92,692
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 65,837
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 83,523
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 476,624 1,906,284 41,699
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,025,619 55,683
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,312,383 5,269,532 32,553
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 51,393
NASHVILLE TN
WOODBRIDGE APARTMENTS 1,594,214 6,376,854 47,184
NASHVILLE TN
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 9,899,696 5,730,337 22,936,349 12,667,955
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 71,835 4,488,742 14,426,139 9,686,447
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 22,312,120 11,757,215
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,259,675 7,282,030
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET CENTER 794,941 20,578,120
JACKSON NJ
FT CHISWELL FACTORY OUTLET 411,023 1,644,017 944,759
MAX MEADOWS VA
Miscellaneous
**************************
PIZZA HUT - PAD 40,065 225,958
GREENVILLE NC
HARDEES - PAD 400,000
HANOVER PA
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 1,202,551 2,082,918 2,088,160
DOVER DE
REGENCY PARK SHOPPING CENTER 3,884,925 15,539,701
JACKSONVILLE FL
PRESIDENTIAL PLAZA 1,308,956 2,440,917 17,400
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 812,473 5,256
NORTH LAUDERDALE FL
RUTLAND PLAZA 1,443,294 5,773,176
ST PETERSBURG FL
ALBANY PLAZA 696,447 2,799,786 92,201
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 27,442
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 10,052
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 244,079
AMERICUS GA
ROGERS PLAZA 291,014 688,590 84,343
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 24,999
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,266,424 84,289
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 299,068
CORDELE GA
MR B'S 166,047 154,140 6,718
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 59,768
CORDELE GA
HABERSHAM VILLAGE 1,301,643 4,340,422 699,985
CORNELIA GA
MIDWAY VILLAGE SHOPPING CENTER 1,551,580 2,881,506
DOUGLASVILLE GA
WESTGATE - DUBLIN 699,174 5,834,809 103,582
DUBLIN GA
NEW CHASTAIN CORNERS SHOPPING CENTER 2,452,946 5,723,542
MARIETTA GA
CREEKWOOD SHOPPING CENTER 1,158,203 3,474,608
REX GA
EISENHOWER SQUARE SHOPPING CENTER 1,026,000 4,104,000
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,824,725 45,726
SAVANNAH GA
TIFT-TOWN 271,444 1,325,238 173,785
TIFTON GA
WESTGATE - TIFTON 156,269 304,705
TIFTON GA
HAYMARKET MALL 1,230,252 5,031,799 119,315
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,224,688 261,955
DES MOINES IA
SOUTHFIELD PLAZA SHOPPING CENTER 3,188,496 3,897,167 5,666
BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING CENTER 9,765,195 39,060,786
NAPERVILLE IL
TINLEY PARK PLAZA 2,607,702 10,430,808 162,520
TINLEY PARK IL
COLUMBUS CENTER 1,196,269 3,608,315 2,411,081
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 3,115,586 579,110
JACKSON KY
J*TOWN CENTER 1,331,074 4,121,997 593,420
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 1,998,752 161,683
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 290,032
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 195,167
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,303,237 115,702
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,833,330 46,741
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 264,178
ANN ARBOR MI
FARMINGTON CROSSROADS 1,092,200 4,368,800 26,831
FARMINGTON MI
DELTA CENTER 2,405,200 9,620,800 165,179
LANSING MI
HAMPTON VILLAGE CENTRE 21,040,157 8,638,500 34,541,500 172,079
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200 9,900
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000 131,542
SHELBY MI
DELCO PLAZA 1,277,504 5,109,367
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 351,094
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 55,222
GOLDSBORO NC
SHOPPING CENTER - WILSON 315,000 1,780,370 61,682
WILSON NC
LAUREL SQUARE 3,261,701 9,283,302 529,934
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,513,658 215,779
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,399,888 28,315
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 3,561,728
MIDDLETOWN NJ
RENAISSANCE CENTER EAST 2,543,856 10,175,427 23,065
LAS VEGAS NV
UNIVERSITY MALL 115,079 1,009,902 756,101
CANTON NY
CORTLANDVILLE 236,846 1,439,000 420,708
CORTLAND NY
KMART PLAZA 942,257 3,769,027 116,884
DEWITT NY
D & F PLAZA 730,512 2,156,542 1,082,391
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205
ELMIRA NY
PYRAMID MALL 2,175,221 8,700,884 109,499
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 104,564
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 4,986,720 93,023
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,591,832 417,505
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 351,767
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 186,630
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207
MARCY NY
WALLKILL PLAZA 2,445,200 8,580,800 62,992
MIDDLETOWN NY
ROCKLAND PLAZA 3,990,842 3,570,410 5,177,066
NANUET NY
SOUTH PLAZA 508,013 1,051,638 1,539,333
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 249,069
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 2,483,385
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,495,180
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 77,208 391,982 439,016
ROME NY
NORTHLAND 16,182 255,557 790,160
WATERTOWN NY
HARBOR PLAZA 388,997 1,456,108 244,999
ASHTABULA OH
BELPRE PLAZA 2,066,121 134,189
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 637,042
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,222,875 204,224
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,218,117
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 101,028
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,466,988
DAYTON OH
HERITAGE SQUARE 1,749,182 7,011,927 59,707
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,685,919 83,779
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,452,608
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 388,291
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 93,574
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 361,385
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 363,682
TOLEDO OH
BETHEL PARK PLAZA 861,539 9,907,694 43,781
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 1,166,376 4,665,505
DILLSBURG PA
NEW GARDEN SHOPPING CENTER 907,130 3,141,296
KENNETT SQUARE PA
STONEMILL PLAZA 1,407,975 5,650,901 31,885
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 305,825
MT. PLEASANT PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,026,320 263,077
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,074,786
PHILADELPHIA PA
ROOSEVELT MALL NE 2,602,635 6,385,817
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 2,967,765 12,058
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 12,797,412 359,172
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 2,500,633 192,845
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,674,698 201,633
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 194,278
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 84,833
MIDLOTHIAN VA
CAVE SPRING CORNERS SHOPPING CENTER 1,059,798 4,239,192
ROANOKE VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 231,472
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 476,393
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 4,728,584
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,358,333 153,150
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 40,122
VIENNA WV
Vacant Land
**************************
1 NORTH CENTRAL AVENUE 17,197
HARTSDALE NY
------------ ------------ ------------ ------------
$65,572,883 $232,501,644 $917,362,983 $127,910,413
============= ============ ============ ============
(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, 1995
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
___________ ___________________________________________ ________ ___________ ________ ________
Gross Amount at Which Carried at the
Close of the Period
___________________________________________
Life
on Which
Depreci-
ated
in Latest
Building & Accumulated Date of Date Income
Description Land Improvements Total(1) Depreciation Construction Acquired Statement
___________ ----------- ------------- --------------- -------------- ------------ -------- ---------
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,605,323 3,209,810 370,420 1979 Feb 92 40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,788,256 5,907,576 513,057 1969 Jul 93 40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 6,095,393 7,341,121 846,177 1971 Feb 92 40 Years
BIRMINGHAM AL
THE CLUB APARTMENTS 1,709,558 7,118,508 8,828,066 400,871 1969-1974 May 95 40 Years
BIRMINGHAM AL
HILLCREST APARTMENTS 249,734 3,317,904 3,567,638 3,456 1977 Jun 97 40 Years
MOBILE AL
KNOLLWOOD APARTMENTS 4,377,501 17,051,185 21,428,686 53,617 1978-1982 May 97 40 Years
MOBILE AL
MAISON DE VILLE APTS 1,971,014 7,935,602 9,906,616 190,933 1963,71-73 Jul 96 40 Years
MOBILE AL
MAISON IMPERIAL APTS 672,368 2,723,191 3,395,559 65,918 1969-73 Jul 96 40 Years
MOBILE AL
PLANTATION APARTMENTS 440,866 1,783,457 2,224,323 42,773 1977 Jul 96 40 Years
MOBILE AL
MAYFAIR APARTMENTS 240,000 1,426,663 1,666,663 712,109 1971 Jan 81 40 Years
DOVER DE
RODNEY APARTMENTS 769,188 2,851,306 3,620,494 2,235,211 1963-1965 Jan 69 40 Years
DOVER DE
LAKE PARK APARTMENTS 833,000 4,406,515 5,239,515 2,271,741 1965 Feb 76 40 Years
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,551,417 4,430,010 109,404 1972,1982 May 96 40 Years
ATHENS GA
TARA APARTMENTS 1,192,545 4,835,369 6,027,914 137,398 1970 Jun 96 40 Years
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,751,413 5,931,323 94,496 1980 Sep 96 40 Years
EVANSVILLE IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,757,785 8,427,089 191,302 1965 Jun 96 40 Years
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,771,456 3,290,102 531,803 1967 Sep 91 40 Years
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,995,379 9,934,543 469,866 1969 May 95 40 Years
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,520,533 6,826,763 555,402 1974 Sep 93 40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 5,413,422 6,589,972 721,393 1970 Jul 92 40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,230,813 1,515,606 211,915 1974 Jan 91 40 Years
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,255,879 4,063,181 64,999 1968 Aug 96 40 Years
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,336,720 10,407,531 130,787 1985 Oct 96 40 Years
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,658,362 19,565,262 278,033 1978-1979 Oct 96 40 Years
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 2,930,484 11,749,325 14,679,809 184,017 1986 Oct 96 40 Years
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,315,878 6,608,656 281,170 1974 Jul 95 40 Years
KANSAS CITY MO
MEADOW EAST APARTMENTS 86,407 1,918,800 2,005,207 668,977 1964-1971 Sep 83 40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 2,793,598 2,956,833 1,103,739 1947 Nov 85 40 Years
ROME NY
SPRING CREEK APARTMENTS 1,451,271 9,067,552 10,518,823 9,445 1985 Jun 97 40 Years
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,383,616 5,448,900 331,219 1966 Aug 94 40 Years
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,763,990 1,943,099 283,447 1979-1984 Feb 91 40 Years
MAUMEE OH
GOLDCREST APARTMENTS 1,133,355 4,557,261 5,690,616 90,835 1968 Aug 96 40 Years
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,940,051 6,163,633 98,642 1973 Aug 96 40 Years
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,590,393 3,217,200 148,699 1974 Apr 95 40 Years
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 4,688,028 5,829,982 225,176 1974 Sep 95 40 Years
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,382,744 7,933,478 496,863 1972,74,79 Jul 94 40 Years
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,983,439 4,968,004 112,903 1976 Jun 96 40 Years
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 6,133,349 7,502,600 582,438 1974 Dec 93 40 Years
ANTIOCH TN
COURTS @ WATERFORD PLACE 2,745,404 11,030,170 13,775,574 172,527 1988,89 Dec 96 40 Years
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 5,191,839 6,342,109 517,950 1972-1974 Oct 93 40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,323,112 4,129,467 256,928 1982 Jul 94 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,503,439 6,861,839 417,546 1989 Jul 94 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,762,597 4,681,366 290,817 1986 Jul 94 40 Years
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 476,624 1,947,983 2,424,607 39,370 1971 Aug 96 40 Years
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,081,302 3,828,457 86,989 1973 Jun 96 40 Years
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,312,383 5,302,085 6,614,468 161,332 1980 May 96 40 Years
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,638,706 9,535,534 249,399 1979 Apr 96 40 Years
NASHVILLE TN
WOODBRIDGE APARTMENTS 1,594,214 6,424,038 8,018,252 128,790 1980 Aug 96 40 Years
NASHVILLE TN
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 5,730,337 35,604,304 41,334,641 3,241,746 1989 Nov 93 40 Years
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 4,488,742 24,112,586 28,601,328 3,166,557 1991 Mar 92 40 Years
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 34,069,335 34,087,004 3,004,139 1988 Nov 93 40 Years
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 6,978,714 34,541,705 41,520,419 3,832,597 1987 Jan 93 40 Years
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET CENTER 794,941 20,578,120 21,373,061 108,578 1997 Apr 97 40 Years
JACKSON NJ
FT CHISWELL FACTORY OUTLET 411,023 2,588,776 2,999,799 671,308 1989 Nov 93 40 Years
MAX MEADOWS VA
Miscellaneous
**************************
PIZZA HUT - PAD 40,065 225,958 266,023 83,906 1973 May 86 35 Years
GREENVILLE NC
HARDEES - PAD 400,000 400,000 417 1971 Jul 97 35 Years
HANOVER PA
PIZZA HUT - PAD 427,500 427,500 12,214 1969 Jul 96 35 Years
HARRISONBURG VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 653,404 1982 May 74 35 Years
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 634,152 2,543,910 3,178,062 177,953 1986 Oct 94 40 Years
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 67,906 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 1,202,551 4,171,078 5,373,629 3,130,285 1959 Jan 69 40 Years
DOVER DE
REGENCY PARK SHOPPING CENTER 3,884,925 15,539,701 19,424,626 16,187 1985 Jun 97 40 Years
JACKSONVILLE FL
PRESIDENTIAL PLAZA 1,308,956 2,458,317 3,767,273 18,645 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 817,729 1,255,214 5,924 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
RUTLAND PLAZA 1,443,294 5,773,176 7,216,470 102,178 1964 Nov 96 40 Years
ST PETERSBURG FL
ALBANY PLAZA 696,447 2,891,987 3,588,434 230,576 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 998,253 1,229,770 172,379 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,046,383 1,268,020 183,436 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 774,966 5,545,723 6,320,689 996,768 1972 Jul 90 40 Years
AMERICUS GA
ROGERS PLAZA 291,014 772,933 1,063,947 151,166 1974 Jul 90 40 Years
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750 3,539,688 197,912 1985 Oct 94 40 Years
AUSTELL GA
CEDAR PLAZA 928,302 3,738,206 4,666,508 260,350 1994 Oct 94 40 Years
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,350,713 4,095,719 212,960 1989 Jan 95 40 Years
CEDARTOWN GA
CORDELE SQUARE 864,335 3,756,405 4,620,740 687,834 1968 Jul 90 40 Years
CORDELE GA
MR B'S 166,047 160,858 326,905 28,540 1968 Jul 90 40 Years
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 1,018,766 1,221,448 171,199 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM VILLAGE 1,301,643 5,040,407 6,342,050 668,483 1985 May 92 40 Years
CORNELIA GA
MIDWAY VILLAGE SHOPPING CENTER 1,551,580 2,881,506 4,433,086 9,005 1989 May 97 40 Years
DOUGLASVILLE GA
WESTGATE - DUBLIN 699,174 5,938,391 6,637,565 1,036,006 1974 Jul 90 40 Years
DUBLIN GA
NEW CHASTAIN CORNERS SHOPPING CENTE 2,452,946 5,723,542 8,176,488 5,962 1990 Jul 97 40 Years
MARIETTA GA
CREEKWOOD SHOPPING CENTER 1,158,203 3,474,608 4,632,811 10,858 1990 May 97 40 Years
REX GA
EISENHOWER SQUARE SHOPPING CENTER 1,026,000 4,104,000 5,130,000 4,275 1985 Jul 97 40 Years
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,870,451 6,076,632 614,097 1986 Jul 92 40 Years
SAVANNAH GA
TIFT-TOWN 271,444 1,499,023 1,770,467 254,504 1965 Jul 90 40 Years
TIFTON GA
WESTGATE - TIFTON 156,269 304,705 460,974 53,672 1980 Jul 90 40 Years
TIFTON GA
HAYMARKET MALL 1,230,252 5,151,114 6,381,366 274,867 1968-1979 May 95 40 Years
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,486,643 10,542,815 456,066 1971-1979 May 95 40 Years
DES MOINES IA
SOUTHFIELD PLAZA SHOPPING CENTER 3,188,496 3,902,833 7,091,329 52,943 1958,72 Dec 96 40 Years
BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING CENTER 9,765,195 39,060,786 48,825,981 40,697 1990 Jul 97 40 Years
NAPERVILLE IL
TINLEY PARK PLAZA 2,607,702 10,593,328 13,201,030 499,961 1973 Sep 95 40 Years
TINLEY PARK IL
COLUMBUS CENTER 1,196,269 6,019,396 7,215,665 1,366,383 1964 Dec 88 40 Years
COLUMBUS IN
JASPER MANOR 1,319,937 7,120,829 8,440,766 974,190 1990 Feb 92 40 Years
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 4,864,379 419,248 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 1,614,878 6,498,255 8,113,133 588,886 1988 Dec 93 40 Years
WABASH IN
JACKSON VILLAGE 284,815 3,694,696 3,979,511 713,687 1983 Dec 88 40 Years
JACKSON KY
J*TOWN CENTER 1,331,074 4,715,417 6,046,491 1,025,246 1959 Oct 88 40 Years
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 2,160,435 2,629,449 638,290 1978 Feb 88 40 Years
LOUISA KY
PICCADILLY SQUARE 355,000 1,878,441 2,233,441 387,386 1973 Apr 89 40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,987,884 9,933,563 757,026 1987 Nov 93 40 Years
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,418,939 10,494,748 466,171 1962 May 95 40 Years
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,880,071 2,192,721 599,300 1973 May 86 35 Years
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,778,500 8,404,080 471,644 1965 Oct 94 40 Years
ANN ARBOR MI
FARMINGTON CROSSROADS 1,092,200 4,395,631 5,487,831 170,322 1986 Dec 95 40 Years
FARMINGTON MI
DELTA CENTER 2,405,200 9,785,979 12,191,179 371,823 1985 Dec 95 40 Years
LANSING MI
HAMPTON VILLAGE CENTRE 8,638,500 34,713,579 43,352,079 1,342,463 1990 Dec 95 40 Years
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,809,100 11,053,900 340,960 1986 Dec 95 40 Years
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,513,542 13,109,042 406,627 1985 Dec 95 40 Years
SHELBY MI
DELCO PLAZA 1,277,504 5,109,367 6,386,871 79,770 1970,73 Nov 96 40 Years
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,472,217 8,002,498 782,956 1989 Oct 92 40 Years
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,069,654 1,251,652 330,563 1973 May 86 35 Years
GOLDSBORO NC
SHOPPING CENTER - WILSON 315,000 1,842,052 2,157,052 578,647 1973 May 86 35 Years
WILSON NC
LAUREL SQUARE 3,261,701 9,813,236 13,074,937 1,249,278 1973 Jul 92 40 Years
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,729,437 5,853,852 379,814 1972 May 94 40 Years
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,428,203 8,222,325 462,109 1988 Sep 94 40 Years
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 5,041,215 6,246,044 1,776,020 1972 Jan 75 40 Years
MIDDLETOWN NJ
RENAISSANCE CENTER EAST 2,543,856 10,198,492 12,742,348 201,955 1981 Oct 96 40 Years
LAS VEGAS NV
UNIVERSITY MALL 115,079 1,766,003 1,881,082 896,918 1967 Jan 76 40 Years
CANTON NY
CORTLANDVILLE 236,846 1,859,708 2,096,554 407,486 1984 Aug 87 35 Years
CORTLAND NY
KMART PLAZA 942,257 3,885,911 4,828,168 382,619 1970 Aug 93 40 Years
DEWITT NY
D & F PLAZA 730,512 3,238,933 3,969,445 925,009 1967 Jan 86 40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 188,453 1976 Feb 89 40 Years
ELMIRA NY
PYRAMID MALL 2,175,221 8,810,383 10,985,604 867,285 1973 Aug 93 40 Years
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 629,081 768,510 130,368 1974 Dec 88 40 Years
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 5,079,743 6,326,423 707,955 1991 Jun 92 40 Years
HAMBURG NY
CAYUGA PLAZA 1,397,708 6,009,337 7,407,045 1,208,666 1969 May 89 40 Years
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,535,120 8,080,958 633,061 1971 Aug 93 40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,885,167 2,309,801 178,279 1971 Aug 93 40 Years
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 744,201 1971 May 86 35 Years
MARCY NY
WALLKILL PLAZA 2,445,200 8,643,792 11,088,992 333,776 1986 Dec 95 40 Years
MIDDLETOWN NY
ROCKLAND PLAZA 3,990,842 8,747,476 12,738,318 3,134,331 1963 Jan 83 40 Years
NANUET NY
SOUTH PLAZA 508,013 2,590,971 3,098,984 1,003,554 1967 Apr 83 40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,441,172 1,583,993 522,468 1967 Jan 84 40 Years
ONEONTA NY
OSWEGO PLAZA 250,000 3,651,412 3,901,412 1,219,684 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK ACRES 241,606 2,764,070 3,005,676 820,374 1965 Feb 84 40 Years
ROME NY
MONTGOMERY WARD 93,341 714,842 808,183 248,249 1965 Jan 84 40 Years
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 4,668,962 369,964 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR PLAZA - ROME 77,208 830,998 908,206 234,634 1961 Jan 86 40 Years
ROME NY
NORTHLAND 16,182 1,045,717 1,061,899 289,033 1962 Jan 73 40 Years
WATERTOWN NY
HARBOR PLAZA 388,997 1,701,107 2,090,104 282,162 1988 Feb 91 40 Years
ASHTABULA OH
BELPRE PLAZA 2,200,310 2,200,310 484,545 1969 Jun 88 40 Years
BELPRE OH
SOUTHWOOD PLAZA 707,073 2,174,561 2,881,634 570,241 1961 May 90 40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,427,099 10,478,068 673,922 1957 May 94 40 Years
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,218,117 11,518,146 259,810 1973,85,87 May 96 40 Years
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,401,963 6,723,447 430,829 1960 May 94 40 Years
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 11,103,931 15,841,299 1,524,737 1972 Mar 92 40 Years
DAYTON OH
HERITAGE SQUARE 1,749,182 7,071,634 8,820,816 725,931 1959 Aug 93 40 Years
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800 9,721,000 300,556 1986 Dec 95 40 Years
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,769,698 3,057,347 323,648 1978 May 90 40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 4,650,281 5,569,303 1,519,649 1972 Dec 86 40 Years
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 162,159 1987 Mar 91 40 Years
GENOA OH
PARKWAY PLAZA 950,667 2,458,212 3,408,879 449,746 1955 Sep 89 40 Years
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,270,492 11,372,863 1,029,537 1991 Feb 93 40 Years
NEW BOSTON OH
MARKET PLACE 597,923 4,099,549 4,697,472 634,857 1972 Nov 91 40 Years
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 2,132,889 3,179,369 355,838 1968 Aug 90 40 Years
TOLEDO OH
BETHEL PARK PLAZA 861,539 9,951,475 10,813,014 31,098 1965 May 97 40 Years
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 1,166,376 4,665,505 5,831,881 92,286 1994 Oct 96 40 Years
DILLSBURG PA
NEW GARDEN SHOPPING CENTER 907,130 3,141,296 4,048,426 17,340 1979 Apr 97 40 Years
KENNETT SQUARE PA
STONEMILL PLAZA 1,407,975 5,682,786 7,090,761 501,352 1988 Jan 94 40 Years
LANCASTER PA
CROSSROADS PLAZA 384,882 1,346,493 1,731,375 288,844 1975 Nov 88 40 Years
MT. PLEASANT PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,289,397 7,793,477 302,764 1963 Aug 95 40 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 1,166,584 1,326,287 560,764 1958 Apr 74 40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 8,988,452 8,988,452 4,282,633 1964 Jan 64 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 4,990,857 277,305 1970 Dec 94 40 Years
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,882,558 6,081,505 645,204 1988 Jun 92 40 Years
STATE COLLEGE PA
SHOPS AT PROSPECT 741,941 2,979,823 3,721,764 148,082 1994 Jul 95 40 Years
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 13,156,584 16,355,937 727,224 1955 May 95 40 Years
YORK PA
CONGRESS CROSSING 1,098,351 6,817,006 7,915,357 923,779 1990 Mar 92 40 Years
ATHENS TN
GREENEVILLE COMMONS 1,075,200 7,907,956 8,983,156 1,073,128 1990 Mar 92 40 Years
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 2,693,478 2,693,478 348,423 1970 Sep 92 40 Years
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,876,331 6,043,255 527,474 1986 Sep 93 40 Years
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441 1,082,441 254,713 1972 May 86 35 Years
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,309,083 9,087,784 882,224 1991 Jan 93 40 Years
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,293,560 17,841,992 1,198,697 1991 Mar 94 40 Years
MIDLOTHIAN VA
CAVE SPRING CORNERS SHOPPING CENTER 1,059,798 4,239,192 5,298,990 13,247 1969 Jun 97 40 Years
ROANOKE VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,595,352 1,845,352 454,512 1970 May 86 35 Years
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,894,185 7,601,864 617,486 1990 Jul 92 40 Years
WISE VA
MOUNDSVILLE PLAZA 228,283 6,718,382 6,946,665 716,558 1961 Dec 88 40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,511,483 4,511,483 991,379 1986 Jun 88 40 Years
PARKERSBURG WV
KMART PLAZA 664,121 2,696,605 3,360,726 300,757 1975 Feb 93 40 Years
VIENNA WV
Vacant Land
**************************
1 NORTH CENTRAL AVENUE 17,197 17,197 Jul 72
HARTSDALE NY
------------ -------------- -------------- ------------
$232,501,644 $1,045,273,396 $1,277,775,040 $105,866,380
============ ============== ============== ============
(1) Aggregate cost is the same for Federal income tax purposes
NEW PLAN REALTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE III
JULY 31, 1997
(continued)
Reconciliation of "Real Estate and Accumulated Depreciation":
1997 1996 1995
---- ---- ----
INVESTMENT IN REAL ESTATE
Balance at beginning
of period $ 977,941,507 $ 765,080,457 $ 621,342,318
Additions during the
period:
Land 58,502,501 40,640,504 23,964,530
Buildings and
improvements 246,887,815 177,887,917 120,636,110
-------------- ------------- -------------
1,283,331,823 983,608,878 765,942,958
Less:
Costs of assets sold
and written-off 5,556,779 5,667,371 862,501
-------------- ------------- -------------
Balance at end of period $1,277,775,044 $ 977,941,507 $ 765,080,457
============== ============= =============
ACCUMULATED DEPRECIATION
Balance at beginning
of period $82,523,169 $64,006,509 $ 49,101,916
Additions charged to
operating expenses 24,620,418 19,724,387 14,968,266
-------------- ------------- -------------
107,143,587 83,730,896 64,070,182
Less:
Accumulated depreciation
on assets sold and
written-off 1,277,207 1,207,727 63,673
-------------- ------------- -------------
Balance at end of period $ 105,866,380 $ 82,523,169 $ 64,006,509
============== ============= =============
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
SCHEDULE IV
July 31, 1997
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G
-------- -------- ---------- -------- -------- -------- --------
Final Face Face Carrying
Interest Maturity Periodic Amount of Amount of
Description Rate Date Payment Terms Prior Liens Mortgages Mortgages
----------- -------- ---------- ---------------- ----------- --------- ---------
Purchase money first mortgage, Interest payable
collateralized by a shopping monthly, balance
center in Connellsville, PA 10% 8/31/98 at maturity $5,420,000 $5,180,000
Purchase money first mortgage, Interest payable
collateralized by a shopping monthly, $45,000
center in Whitesboro, NY 9.38% 7/25/98 principal per 4,610,000 4,205,000
month for 17
months, balance
at maturity
Leasehold mortgage Interest and
collateralized principal payable
by a tenant lease 11.5% 4/30/2004 monthly 258,843 236,860
Purchase money first mortgage $100,000 interest
collateralized by a shopping center and principal
in New City, NY 9.375% 7/27/2002 payable monthly, 10,350,000 10,350,000
balance at
maturity
Leasehold mortgage Interest and
collateralized principal payable
by a Tenant lease 12% 6/1/2001 monthly 1,000,000 890,273
Purchase money first mortgage Interest payable
collateralized by a shopping monthly, balance
center in Harrisonburg, VA 8.75% 7/23/98 at maturity 794,500 794,500
Purchase money first mortgage Interest payable
collateralized by shopping quarterly and
center in New Bern, NC 7.2% 5/9/2001 principal payable 750,000 750,000
at maturity
Purchase money first mortgage Interest payable
collateralized by shopping center monthly and
in Hanover, PA 8.75% 7/23/2001 principal payable 700,000 700,000
at maturity ------- -------
Note--Column H is not applicable $23,883,343 $23,106,633
=========== ===========
Year Ended July 31,
1997 1996 1995
Balance, beginning of period $23,597,342 $22,873,504 $22,909,676
Additions during period:
New mortgage loans 700,000 1,544,500 --
Reductions during period:
Collection of principal (1,190,709) (820,662) (36,172)
------------ ----------- -----------
Balance, end of period $23,106,633 $23,597,342 $22,873,504
=========== =========== ===========
EXHIBIT INDEX
Page Number in Signed
Exhibit No. Description Registration Statement
*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.
4.1 Specimen Certificate for Shares of Beneficial Interest.
*4.2 Certificate of Designation Supplementing the Amended and Restated
Declaration of Trust of New Plan Realty Trust filed as Exhibit 4.1 to
the Registrant's Form 8-K dated July 2, 1997.
4.3 Deposit Agreement dated as of July 3, 1997, among New Plan Realty
Trust and BankBoston N.A.
4.4 Specimen Certificate for 7.80% Series A Cumulative Step-Up Premium
Rate Preferred Shares.
4.5 Specimen Depositary Receipt.
*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. (presently known as
Stichting Pensioenfonds) 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 (presently known as MNOPF Trustees Limited) filed as Exhibit
9.6 to the Registrant's Form 10-K for the fiscal year ended July 31,
1995.
10.1 Credit Agreement by and among New Plan Realty Trust, the Lenders
party thereto and The Bank of New York, as agent, dated as of October
29, 1996.
*10.2 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.
*10.3 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.
*10.4 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.
*10.5 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.
*10.6 Form of Medium Term Note (Fixed Rate) filed as Exhibit 99.1 to the
Registrant's Form 8-K dated May 24, 1996.
*10.7 Form of Medium Term Note (Floating Rate) filed as Exhibit 99.2 to the
Registrant's Form 8-K dated May 24, 1996.
*10.8 Distribution Agreement dated December 6, 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, Salomon Brothers Inc and Smith Barney
Inc., filed as Exhibit 1 to the Registrant's Form 8-K dated December
12, 1996.
*10.9 Form of Medium Term Note (Fixed Rate) filed as Exhibit 4.1 to the
Registrant's Form 8-K dated December 12, 1996.
*10.10 Form of Medium Term Note (Floating Rate) filed as Exhibit 4.2 to the
Registrant's Form 8-K dated December 12, 1996.
11 Statement of Computation of Earnings Per Share for the Twelve Months
Ended July 31, 1997.
12 Ratio of Earnings to Fixed Charges.
21 Subsidiaries of the Registrant.
23 Consent of Coopers & Lybrand L.L.P. dated October 9,
1997.
27(1) Financial Data Schedule.
*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.