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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 December 31, 1998
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 1-12244
NEW PLAN EXCEL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 33-0160389
(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:
Common Stock, $0.01 par value per share New York Stock Exchange
Series A Cumulative Convertible Preferred Stock New York Stock Exchange
Series B Cumulative Redeemable Preferred Stock New York Stock Exchange
Series D Cumulative Voting Step-Up Premium Rate Preferred Stock New York Stock Exchange
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 Registrant's shares of common stock held by
non-affiliates was approximately $1,664,000,000 as of March 26, 1998, based on
the closing price of $19.5625 on the NYSE on that date.
As of March 26, 1999, the number of shares of common stock of the Registrant
outstanding was 88,936,480.
Documents incorporated by reference: Portions of the Proxy Statement for the
1999 Annual Meeting of Stockholders of the Registrant to be filed subsequently
with the SEC are incorporated by reference into Part III of this report.
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TABLE OF CONTENTS
Page
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PART I............................................................................................................1
Item 1. Business...............................................................................................2
Item 2. Properties............................................................................................18
Item 3. Legal Proceedings.....................................................................................19
Item 4. Submission of Matters to a Vote of Security Holders...................................................19
PART II..........................................................................................................19
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................................19
Item 6. Selected Financial Data...............................................................................19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...........................................30
Item 8. Financial Statements and Supplementary Data..........................................................30
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................30
PART III.........................................................................................................31
Item 10. Directors and Executive Officers of the Registrant...................................................31
Item 11. Executive Compensation...............................................................................31
Item 12. Security Ownership of Certain Beneficial Owners and Management.......................................31
Item 13. Certain Relationships and Related Transactions.......................................................31
PART IV..........................................................................................................32
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......................................32
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PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, together with other statements and
information publicly disseminated by New Plan Excel Realty Trust, Inc. (the
"Registrant" or the "Company"), contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and Section 21E
of the Securities Exchange Act of 1934. Such statements are based on assumptions
and expectations which may not be realized and are inherently subject to risks,
uncertainties and other factors, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and actual
results, performance or achievements, financial and otherwise, may differ
materially from the results, performance or achievements expressed or implied by
the forward-looking statements. Risks, uncertainties and other factors that
might cause such differences, some of which could be material, include, but are
not limited to: national and local economic, business and real estate and other
market conditions; financing risks, such as the inability to obtain debt or
equity financing on favorable terms; potential adverse effects of the Merger (as
defined below), such as the inability to successfully integrate two previously
separate companies; the level and volatility of interest rates; financial
stability of tenants; the rate of revenue increases versus expense increases;
governmental approvals, actions and initiatives; environmental/safety
requirements; risks of real estate acquisition and development (including the
failure of pending acquisitions to close and pending developments to be
completed on time and within budget); the ability of the Company and others with
which it does business or receives services (including utilities, financial
institutions, major tenants, suppliers, governmental agencies and
municipalities) to address the Year 2000 issue, and the costs of doing so; as
well as other risks listed from time to time in this Annual Report on Form 10-K
and in the other reports filed by the Company with the SEC or otherwise publicly
disseminated by the Company.
EXPLANATORY NOTE
On September 28, 1998, Excel Realty Trust, Inc. ("Excel") and New Plan
Realty Trust (the "Trust") consummated a merger whereby a wholly owned
subsidiary of Excel was merged with and into the Trust with the Trust surviving
as a wholly owned subsidiary of Excel (the "Merger"). As a result of the Merger,
the shareholders of the Trust immediately prior to the Merger owned
approximately 65% of the Company's common stock outstanding immediately
following the Merger. In connection with the Merger, Excel changed its name to
"New Plan Excel Realty Trust, Inc." See "Business--Recent Developments--The
Merger."
Under generally accepted accounting principles, the Merger was
accounted for as a purchase by the Trust of Excel. Therefore, all of the
financial statements and related disclosures prior to September 28, 1998 are
that of the Trust. Because the Trust had a fiscal year end of July 31 prior to
the Merger, all of the financial statements and related disclosures contained in
this Form 10-K for periods prior to September 28, 1998 are based on a fiscal
year end of July 31.
All of the financial statements and related disclosures contained in
this Form 10-K for periods on and after September 28, 1998 relate to the Company
as a combined entity. Immediately following the Merger, each of the Company and
the Trust adopted a fiscal year end of December 31, beginning with a short
fiscal year ending on December 31, 1998.
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ITEM 1. BUSINESS
GENERAL
The Company, a self-administered and self-managed equity real estate
investment trust ("REIT"), is a Maryland corporation and one of the nation's
largest community and neighborhood shopping center companies. As of December 31,
1998, the Company owned interests in 301 retail properties (including four
office properties and two vacant land parcels) containing over 37.4 million
square feet of gross leasable area in 31 states. The Company also owned, as of
that date, 54 apartment communities containing approximately 13,000 units in 14
states.
Excel was incorporated in 1985 and subsequently reincorporated as a
Maryland corporation. The Trust was organized in 1972 as a Massachusetts
business trust.
The Company elected to be taxed as a REIT for federal income tax
purposes, beginning with its taxable year ended December 31, 1987, and believes
that, beginning with that taxable year, it has been organized and has operated
in conformity with the requirements for qualification as a REIT under the
Internal Revenue Code of 1986. Although the Company believes that it will
continue to operate in such a manner, no assurance can be given that the Company
will continue to qualify as a REIT. In order to maintain its qualification as a
REIT, among other things, the Company must distribute to its stockholders each
year at least 95% of its REIT taxable income and meet certain tests regarding
the nature of its income and assets. As a REIT, the Company is not subject to
federal income tax with respect to that portion of its income which meets
certain criteria and is distributed annually to the stockholders. Additionally,
to facilitate maintenance of the Company's REIT qualification and for other
strategic reasons, the Company's charter generally prohibits any person from
acquiring or holding shares of the Company's preferred and common stock in
excess of 9.8% (by value or by number of shares, whichever is more restrictive)
of the outstanding shares of each class or series of stock of the Company,
subject to certain exceptions.
DESCRIPTION OF BUSINESS
As of December 31, 1998, the Company owned interests in 301 retail
properties (including four office properties and two vacant land parcels)
containing over 37.4 million square feet of gross leasable area in 31 states.
The Company also owned, as of that date, 54 apartment communities containing
approximately 13,000 units in 14 states. The average occupancy rates as of
December 31, 1998 for the retail properties (including four office properties
and two vacant land parcels) and the apartment communities were approximately
96% and 90%, respectively.
The Company maintains its principal executive offices at 1120 Avenue of
the Americas, New York, New York 10036, where its telephone number is (212)
869-3000. The Company has operational headquarters both at its New York offices
and at 16955 Via Del Campo, San Diego, California 92127, where its telephone
number is (619) 485-9400.
Strategy and Philosophy
The following is a brief discussion of the Company's current strategies
and policies concerning acquisitions, management, dispositions, investments,
finances and operations. The Company may however, from time to time, alter or
change one or more of these strategies or its policies in these areas.
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The Company's primary objective is to acquire, own and manage a
portfolio of commercial retail properties and apartment communities that will
provide cash for quarterly distributions to stockholders while protecting
investor capital and providing potential for capital appreciation. The Company
seeks to achieve this objective by (i) aggressively managing and, where
appropriate, redeveloping its existing operating properties, (ii) continuing to
acquire well-located neighborhood and community shopping centers and other
retail properties with tenants that have a national or regional presence and an
established credit quality, and well-located income-producing apartment
communities at a discount to replacement cost, (iii) disposing of mature
properties to continually update its core property portfolio, and (iv)
continuing to maintain a strong and flexible financial position to facilitate
growth.
Aggressive Management
The Company aggressively manages its retail properties, with an
emphasis on maintaining high occupancy rates and a strong base of nationally
recognized anchor tenants. The Company regularly monitors the physical condition
of its retail properties and the financial condition of its retail tenants. The
Company follows a schedule of regular physical maintenance at its retail
properties with a view toward tenant expansion, renovations and refurbishing to
preserve and increase the value of these properties. The Company currently is
upgrading existing facades, updating signage, resurfacing parking lots and
improving parking lot and exterior building lighting at certain of its retail
properties. In addition, the Company believes that average rents from its
apartment portfolio are below market and can be increased with a focus on
renovation and refurbishment.
The Company has field offices throughout the country, each of which is
responsible for managing the leasing, property management and maintenance of the
Company's properties in its region. The Company also has an office in Salt Lake
City, Utah whose efforts are dedicated solely to renovations, acquisitions and
dispositions of the Company's properties. The Company seeks to increase the cash
flow and portfolio value of its existing properties primarily through
contractual rent increases during the terms of its leases, reletting of existing
space at higher rents, expansion of existing properties and the minimization of
overhead and operating costs.
Acquisition of Properties
General. The Company intends to continue its portfolio focus on retail
properties and apartment communities that generate stable cash flows and present
the opportunity for appreciation. The Company seeks to expand its portfolio by
acquiring (i) well-located neighborhood and community shopping centers and other
retail properties with tenants that have a national or regional presence and an
established credit quality, and that the Company believes will have the ability
to make timely lease payments over the term of the lease, and (ii) well-located
income-producing apartment communities at a discount to replacement cost. When
acquiring properties, the Company focuses on the quality of the location and
comparable market rents. Additionally, the Company intends to continue to
evaluate its mix of property types and may purchase from time to time other
property types that the Company believes will meet its objectives.
Acquisitions through Partnerships. The Company may from time to time
enter into joint venture partnership arrangements with third parties for the
acquisition and management of properties. The Company also may acquire
properties from unaffiliated property owners in exchange for units of limited
partnership interest in a partnership that the Company controls. These
partnership units generally are exchangeable for shares of the Company's common
stock or the cash
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equivalent thereof under certain circumstances. The Company believes that this
acquisition method may permit the Company to acquire properties at attractive
prices from property owners wishing to enter into tax-deferred transactions. The
Company formed Excel Realty Partners, L.P., a Delaware limited partnership in
which the Company is the sole general partner ("ERP"), to facilitate these
transactions.
Development through Joint Venture Financing. The Company may from time
to time finance properties under development, generally where the developer
previously has (i) obtained all entitlements required to complete the
development and (ii) identified principal tenant(s) that will occupy the
property. Under this financing method, the Company typically either purchases
the undeveloped property and leases the property back to the developer or makes
a subordinated loan to the developer. Upon completion of the project, the
Company generally has the option to purchase the property. The Company believes
that this method of financing gives the Company opportunities to purchase
developed properties and property portfolios at capitalization rates slightly
higher than those which might otherwise be available after completion of
development. Certain of these transactions have been and will be completed
through the Company's development affiliate, ERT Development Corporation, a
Delaware corporation ("EDV").
Acquisitions of Real Estate Companies/Portfolios. The Company may
acquire various public and private real estate companies and real estate
portfolios in an effort to position itself as an industry consolidator. The
Company's strategy is to capitalize on the benefits of size, market
capitalization, liquidity and financial strength that can be gained from
consolidation.
Disposition of Properties
The Company continually analyzes each asset in its portfolio and
identifies those properties which can be sold or exchanged (to the extent
consistent with REIT qualification requirements) for optimal sales prices or
exchange values given prevailing market conditions and the particular
characteristics of each property. Through this strategy, the Company seeks to
continually update its core property portfolio by disposing of properties which
have limited growth potential and redeploying capital into newer properties or
properties where the Company's aggressive management techniques may maximize
property values. The Company may engage from time to time in like-kind property
exchanges which allow the Company to dispose of properties and redeploy proceeds
in a tax efficient manner.
The Company holds its properties for investment and the production of
rental income and not for sale to customers or other buyers in the ordinary
course of the Company's business. If the Company were treated as holding
properties for sale to customers in the ordinary course of its business, tax
rules applicable to REITs would subject the Company to tax equal to 100% of its
gain from each property sold.
Financing Strategy
The Company intends to finance future acquisitions with the most
advantageous sources of capital available to the Company at the time, which may
include the sale of common stock, preferred stock or debt securities through
public offerings or private placements, the incurrence of additional
indebtedness through secured or unsecured borrowings, and the reinvestment of
proceeds from the disposition of assets. The Company also may enter into joint
ventures with institutions to acquire large properties. In these instances, the
Company generally receives property management and leasing fees in addition to a
disproportionate share of the profits after a preferred return is received by
the institutional partner. The Company's financing strategy is to maintain a
strong and flexible financial position by (i) maintaining a prudent level of
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leverage, (ii) maintaining a large pool of unencumbered properties, (iii)
managing its exposure to interest rate risk represented by its floating rate
debt, (iv) where possible, amortizing existing non-recourse mortgage debt
secured by specific properties over the term of the leases with anchor tenants
at such mortgaged properties, and (v) maintaining a conservative distribution
payout ratio.
Environmental Conditions
Under various federal, state and local laws, ordinances and
regulations, the Company may be considered an owner or operator of real property
or may have arranged for the disposal or treatment of hazardous or toxic
substances and, therefore, may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the Company
knew of, or was responsible for, the presence of such hazardous or toxic
substances. Except as discussed below, the Company is not aware of any
significant environmental condition at any of its properties.
Soil and groundwater contamination exists at certain of the Company's
properties. The primary contaminants of concern at these properties include
perchloroethylene and trichloroethyleme (associated with the operations of
on-site dry cleaners), petroleum hydrocarbons (associated with the operations of
on-site auto repair facilities) and methyl tertiary butyl ether (from unknown
sources). The Company currently estimates that the total cost of remediation of
environmental conditions at these properties will be in the range of
approximately $2.8 million to $6.5 million, although there can be no assurance
that this range of estimates will prove accurate. In connection with certain of
these properties, the Company has entered into remediation and indemnity
agreements, which obligate the prior owners of the properties (including in some
cases, principals of the prior owners) to perform the remediation and to
indemnify the Company for any losses the Company may suffer because of the
contamination or remediation. There can be no assurance, however, that the prior
owners will perform their obligations under these agreements, although in
certain cases prior owners have set aside funds in escrow with respect to their
performance under these agreements. In connection with certain other properties,
the former tenants at the properties are in the process of performing the
necessary remediation, although there can be no assurance that such remediation
will be satisfactory. In connection with certain additional properties, the
Company has assumed the obligation to perform the necessary remediation in
connection with the Company's purchase of the properties. In addition to the
environmental conditions discussed above, asbestos minerals (associated with
spray-applied fireproofing materials) exist at certain of the Company's
properties. The Company currently estimates that the total cost of remediation
of asbestos minerals at these properties will be approximately $4 million,
although there can be no assurance that this estimate will prove accurate. The
Company does not expect the environmental conditions at its properties,
considered as a whole, to have a material adverse effect on the Company.
The Company seeks to protect itself from environmental liabilities
associated with properties it acquires in a number of ways. As part of its
internal due diligence process, the Company undertakes environmental site
assessments prior to purchasing a property. The Company generally will not
purchase a property if these assessments reveal potential environmental
liabilities. The Company may, however, evaluate the risks and attempt to
quantify the potential costs associated with such liabilities, and then make a
determination of whether to acquire the property. If the Company chooses to
acquire the property, it will typically require the prospective seller/tenant to
agree to remediate any environmental problems and it may obtain a letter of
credit or other security to provide adequate assurance to the Company that
sufficient funds
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will be available to complete the work. Alternatively, the Company may negotiate
a purchase price reduction that considers the estimated cost of remediation. The
Company will continue to obtain environmental reports on all properties it seeks
to acquire. Moreover, to protect itself against environmental liabilities that
were not discovered during its pre-purchase investigations as well as those that
were disclosed, the Company, in the purchase agreement and/or lease, will
typically require the seller/tenant to indemnify the Company against any and all
environmental liabilities arising from the property acquired.
No assurance can be given that any environmental studies performed at
the Company's properties will identify all material environmental conditions,
that any prior owner of the properties did not create a material environmental
condition not known to the Company or that a material environmental condition
does not otherwise exist with respect to any of the Company's properties.
RECENT DEVELOPMENTS
The Merger
On September 28, 1998, Excel and the Trust consummated the Merger
pursuant to an Agreement and Plan of Merger dated as of May 14, 1998, as amended
as of August 7, 1998 (the "Merger Agreement"), whereby ERT Merger Sub, Inc., a
wholly owned subsidiary of Excel, was merged with and into the Trust with the
Trust surviving as a wholly owned subsidiary of Excel. The Merger was approved
by the stockholders of Excel and the shareholders of the Trust at special
meetings held on September 25, 1998. In connection with the consummation of the
Merger, Excel changed its name to "New Plan Excel Realty Trust, Inc."
As provided in the Merger Agreement, Excel paid a 20% stock dividend
prior to the Merger. In connection with the Merger, each share of beneficial
interest of the Trust was converted into one share of common stock, par value
$.01 per share, of the Company, and each 7.8% Series A Cumulative Step-Up
Premium Rate Preferred Share, par value $1.00 per share, of the Trust was
converted into one share of 7.8% Series D Cumulative Voting Step-Up Premium Rate
Preferred Stock, par value $.01 per share, of the Company ("Series D Preferred
Stock"). The Company issued an aggregate of approximately 60,000,000 shares of
common stock and 150,000 shares of Series D Preferred Stock (represented by
1,500,000 depositary shares, each of which represents a one-tenth fractional
interest in a share of Series D Preferred Stock) to the Trust's shareholders in
the Merger. As a result of the Merger, the shareholders of the Trust immediately
prior to the Merger owned approximately 65% of the Company's common stock
outstanding immediately following the Merger. The Company's common stock is
listed for trading on the New York Stock Exchange under the symbol "NXL."
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As further provided in the Merger Agreement, since September 28, 1998,
the Board of Directors of the Company has consisted of the six former members of
Excel's Board and the nine former members of the Trust's Board. As of March 26,
1999, the senior management of the Company was as follows:
William Newman Chairman of the Board
Arnold Laubich Chief Executive Officer
Gary B. Sabin President
James M. Steuterman Executive Vice President and Co-Chief Operating Officer
Richard B. Muir Executive Vice President and Co-Chief Operating Officer
Jeffrey D. Egertson Senior Vice President and Chief Financial Officer
The Company intends and expects that Mr. Laubich will eventually
succeed Mr. Newman as Chairman of the Board of the Company, at such time as Mr.
Newman is no longer serving in such capacity, and that Mr. Sabin will eventually
succeed Mr. Laubich as Chief Executive Officer of the Company, at such time as
Mr. Laubich is no longer serving in such capacity.
Medium-Term Notes Program
On February 3, 1999, the Company established a program for the sale of
up to $500 million aggregate principal amount of medium-term notes due nine
months or more from date of issue. The Trust will guarantee any medium-term
notes issued by the Company in the future under this program.
Legacy Spin-Off
On March 31, 1998, Excel consummated a spin-off (the "Spin-off") of
Excel Legacy Corporation ("Legacy") through the distribution, on a pro-rata
basis, to the holders of record of Excel's common stock on March 2, 1998 of all
of the common stock of Legacy held by Excel. Legacy was organized to create and
realize value by identifying and making opportunistic real estate investments
which are not restricted by REIT tax laws or influenced by Excel's objectives of
increasing cash flows and maintaining certain leverage ratios. Prior to the
Spin-off, Excel transferred to Legacy ten single tenant properties owned by
Excel with a December 31, 1997 book value of approximately $46.2 million and a
property under development with a book value of approximately $14.7 million, in
exchange for a sufficient number of shares of Legacy common stock to effect the
Spin-off, a note payable from Legacy to Excel in the amount of approximately
$20.6 million, and the assumption by Legacy of indebtedness on the properties in
the amount of approximately $34.2 million. Prior to the Spin-off, EDV
transferred to Legacy four notes receivable, a leasehold interest in a parcel of
land, an office building and a single tenant property, in exchange for the
cancellation by Excel of approximately $33.3 million of EDV's indebtedness to
Excel.
The Company and Legacy currently are parties to agreements providing
for: (i) the orderly separation of the Company and Legacy; (ii) the sharing of
certain facilities and the provision of management and administrative services
by the Company to Legacy; and (iii) the allocation of certain tax and other
liabilities.
Under an agreement executed in connection with the Spin-off, Legacy has
agreed not to make investments that involve neighborhood and community shopping
centers, power centers, malls or other conventional retail properties, unless it
has first offered to Excel (now to the Company) the opportunity to pursue such
investments. This agreement expressly permits Legacy to make investments that
involve office
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and industrial properties, single tenant retail properties,
entertainment/retail/mixed-use development projects, real estate mortgages, real
estate derivatives, or, subject to certain limitations, entities that invest
primarily in or have a substantial portion of their assets in such real estate
assets, in each case without first offering to the Company the opportunity to
pursue such investment. Under this agreement, the Company and Legacy also will
notify each other of, and make available to each other, investment opportunities
which they develop or of which they become aware but are unable or unwilling to
pursue. The term of this agreement will terminate upon the earlier of March 31,
2008 or a "change in control" of either the Company or Legacy.
COMPETITION
The success of the Company depends upon, among other factors, the
trends of the economy, including interest rates, 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, the
ability of the Company to compete with others for tenants and keep its
properties leased at profitable levels and construction costs. The Company
competes for acquisitions of, and investments in, properties and real estate
companies 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 Company to meet their lease
obligations and could otherwise adversely affect the Company's ability to
attract or retain tenants. Management believes, however, that the Company'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 December 31, 1998, the Company employed approximately 750
individuals (including executive, administrative and field personnel).
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company is in the business of managing, operating, leasing,
acquiring, developing and investing in retail properties (including four office
properties and two vacant land parcels) and apartment communities. 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. See
"--Description of Business--Strategy and Philosophy" above.
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RISK FACTORS
Set forth below are the risks that the Company believes are material to
investors who purchase or own the securities of the Company that are not
otherwise described in this Annual Report on Form 10-K.
There Can Be No Assurance that the Company Will Effectively Manage Growth
The Company intends to pursue an aggressive growth strategy in the
foreseeable future. The Company plans to manage this growth by applying its
experience to new properties and markets, and expects to be successful in that
effort. If the Company does not effectively manage its rapid growth, however, it
may not be able to service its debt or pay expected dividends to its
stockholders.
The Company is Dependent on Key Personnel
The Company depends upon the efforts of its executive officers. In
particular, the Company depends upon the services of William Newman, Arnold
Laubich and Gary B. Sabin, who serve as Chairman of the Board, Chief Executive
Officer, and President of the Company, respectively. The loss of the services of
any of these executive officers or of certain other key personnel could have a
material adverse effect on the Company. William Newman has entered into an
agreement to provide consulting services to the Company through December 31,
2003, with two automatic one-year renewal periods thereafter unless terminated
by either party. Arnold Laubich and Gary B. Sabin have each entered into
employment agreements which have terms through December 31, 2002, with automatic
one-year renewal periods thereafter unless terminated by either party. In
addition, the Company has entered into employment agreements with certain of its
other executive officers. The Company has not obtained "key man" insurance with
respect to any members of its executive management team, however, and does not
expect that it will purchase such insurance in the foreseeable future.
Performance and Share Value are Subject to Risks Associated With the Real Estate
Industry
The Company Faces the Risks of All Real Estate Companies. If the
Company's assets do not generate income sufficient to pay expenses and maintain
properties, it may not be able to service debt or pay expected dividends to
stockholders. A number of factors may adversely affect the economic performance
of the Company and the value of its properties. These factors include changes in
the national, regional and local economic climate, local conditions, such as an
oversupply of space in properties like those owned by the Company, or a
reduction in demand for such properties, the attractiveness of its properties to
tenants, competition from other available properties, changes in market rental
rates and the need to periodically repair, renovate and relet space. The
Company's performance also depends on its ability to collect rent from tenants
and to pay for adequate maintenance, insurance and other operating costs
(including real estate taxes), which could increase over time. Also, the
expenses of owning and operating a property are not necessarily reduced when
circumstances such as market factors and competition cause a reduction in income
from the property. If a property is mortgaged and the Company is unable to make
the mortgage payments, the lender could foreclose on the mortgage and take the
property. In addition, interest rate levels, the availability of financing and
changes in laws and governmental regulations (including those governing usage,
zoning, the environment and taxes) may adversely affect the Company's financial
condition.
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The Company is Dependent upon Economic Trends in the Retailing
Industry. The Company's properties consist largely of community and neighborhood
shopping centers and other retail properties. The Company's performance
therefore is linked to economic conditions in the market for retail space
generally. The market for retail space has been or could be adversely affected
by the ongoing consolidation in the retail sector, the adverse financial
condition of certain large retailing companies, the excess amount of retail
space in certain markets, and increasing consumer purchases through catalogues
or the internet. To the extent that these conditions impact the market rents for
retail space, the Company's financial position and ability to service debt and
pay dividends to stockholders could be adversely affected.
The Company May be Unable to Renew Leases or Relet Space as Leases
Expire. If the Company's tenants decide not to renew their leases upon
expiration, it may not be able to relet the space. Even if the tenants do renew
or the Company can relet the space, the terms of renewal or reletting (including
the cost of required renovations) may be less favorable than current lease terms
or than expectations for the space. As of December 31, 1998, leases were
scheduled to expire on a total of approximately 35% of the space at the
Company's retail properties through the end of 2002. If the Company is unable
promptly to renew the leases or relet this space, or if the rental rates upon
renewal or reletting are significantly lower than expected rates, then the
results of operations and financial condition may be adversely affected.
Consequently, cash flow and ability to service debt and pay dividends to
stockholders could be adversely affected.
The Company is Dependent Upon the Financial Health of its Tenants. The
Company's financial position and ability to pay dividends may be affected by
financial difficulties experienced by a major tenant, including a bankruptcy,
insolvency or general downturn in business. The bankruptcy or insolvency of one
or more major tenants or a number of smaller tenants may have an adverse impact
on the Company's properties and on the income produced by such properties. As of
December 31, 1998, the Company's largest retail tenants were Kmart and Wal-mart,
whose scheduled annualized base rents represented 6.6% and 4.5%, respectively,
of the Company's annualized base rents.
New Acquisitions and Developments May Fail to Perform as Expected and
Competition for Acquisitions May Result in Increased Prices for Properties. The
Company intends to continue actively acquiring and developing community and
neighborhood shopping centers, other retail and commercial properties and
apartment communities. Newly acquired and newly developed properties may fail to
perform as expected. The Company's management may underestimate the costs
necessary to bring an acquired property up to standards established for its
intended market position. New developments are subject to a number of risks,
including construction delays, cost overruns, financing risks, failure to meet
expected occupancy and rent levels, delays in and the inability to obtain
zoning, occupancy and other governmental permits, and changes in zoning and land
use laws. These development risks may result in increased project costs and the
incurrence of costs for developments that are not pursued to completion.
Additionally, the Company expects that other major real estate investors with
significant capital will compete with it for attractive investment and
development opportunities. These competitors include publicly traded REITs,
private REITs, investment banking firms and private institutional investment
funds. This competition has increased prices for the types of properties in
which the Company invests. The Company expects to acquire and develop properties
with cash from secured or unsecured financings or from offerings of equity or
debt. The Company may sometimes acquire properties with partnership units from a
partnership that it controls. The Company may not be in a position or have the
opportunity in the future to make suitable property acquisitions or to develop
properties on favorable terms.
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Because Real Estate Property Investments are Illiquid, the Company May
Not be Able to Sell Properties When Appropriate. Real estate property
investments generally cannot be sold quickly. In addition, the federal tax code
imposes restrictions on a REIT's ability to dispose of properties. The Company
may not be able to vary its portfolio promptly in response to economic or other
conditions. This inability to respond promptly to changes in economic or other
conditions could adversely affect the Company's financial condition and ability
to service debt and pay dividends to stockholders.
Some Potential Losses are Not Covered By Insurance. The Company carries
comprehensive liability, fire, extended coverage and rental loss insurance on
all of its properties. The Company believes the policy specifications and
insured limits of these policies are adequate and appropriate. There are,
however, certain types of losses, such as lease and other contract claims, that
generally are not insured. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose all or a portion of the capital it
has invested in a property, as well as the anticipated future revenue from the
property. In such an event, the Company might nevertheless remain obligated for
any recourse mortgage debt or other financial obligations related to the
property.
Debt Financing, Financial Covenants, Degree of Leverage and Increases in
Interest Rates Could Adversely Affect the Company's Economic Performance
Scheduled Debt Payments Could Adversely Affect the Company's Financial
Condition. The Company's business is subject to risks normally associated with
debt financing. Cash flow could be insufficient to pay expected dividends to
stockholders and meet required payments of principal and interest. The Company
may not be able to refinance existing indebtedness (which in virtually all cases
requires substantial principal payments at maturity) and, even if it can, the
terms of such refinancing might not be as favorable as the terms of existing
indebtedness. The total principal amount of the Company's outstanding
indebtedness was $1.1 billion as of December 31, 1998. If principal payments due
at maturity cannot be refinanced, extended or paid with proceeds of other
capital transactions, such as new equity capital, cash flow may not be
sufficient in all years to repay all maturing debt. If prevailing interest rates
or other factors at the time of refinancing (such as the possible reluctance of
lenders to make commercial real estate loans) result in higher interest rates,
increased interest expense would adversely affect cash flow and the Company's
ability to service debt and pay expected dividends to stockholders.
Financial Covenants Could Adversely Affect the Company's Financial
Condition. If a property is mortgaged to secure payment of indebtedness and the
Company is unable to meet mortgage payments, the holder of the mortgage or
lender could foreclose on the property, resulting in loss of income and asset
value. Certain of the mortgages contain customary negative covenants which,
among other things, limit the Company's ability, without the prior consent of
the lender, to further mortgage the property, to enter into new leases or
materially modify existing leases, and to discontinue insurance coverage. In
addition, credit facilities and the indentures under which the Company's senior
unsecured indebtedness is issued contain certain financial and operating
covenants, including, among other things, certain coverage ratios, as well as
limitations on the Company's ability to incur secured and unsecured
indebtedness, sell all or substantially all of the Company's assets and engage
in mergers and consolidations and certain acquisitions. Foreclosure on mortgaged
properties or an inability to refinance existing indebtedness would likely have
a negative impact on the Company's financial condition and results of
operations.
The Company's Degree of Leverage Could Limit Its Ability to Obtain
Additional Financing. The Company's organizational documents do not contain any
limitation on the incurrence of indebtedness. The
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degree of leverage of the Company could have important consequences, including
affecting the ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, development or other general
corporate purposes and making the Company more vulnerable to a downturn in
business or the economy generally.
The Company is Subject to Interest Rate Risk. Increases in interest
rates, or the loss of the benefits of any hedging agreements of the Company,
would increase the Company's interest expense, which would adversely affect cash
flow and the Company's ability to service its debt and pay dividends to
stockholders. As of December 31, 1998, the Company had $200.5 million
outstanding under two unsecured revolving credit facilities under which advances
bear interest at floating interest rates. One is a $250 million credit facility
that expires in December 1999, and the other is a $50 million credit facility
that expires in November 1999. As of December 31, 1998, the Company also had
approximately $170 million in floating rate notes and mortgages outstanding,
with $49 million maturing in August 1999, $40 million maturing in May 2000, $10
million maturing in August 2000 and approximately $71 million maturing in
various amounts not exceeding $10 million each on various dates from July 1999
to February 2013. The Company was not a party to any hedging agreements with
respect to its floating rate debt as of December 31, 1998. In the event of a
significant increase in interest rates, the Company would consider entering into
hedging agreements with respect to all or a portion of its floating rate debt.
Although hedging agreements would enable the Company to convert floating rate
liabilities to fixed rate liabilities, they would expose the Company to the risk
that the counterparties to such hedge agreements may not perform, which could
increase the Company's exposure to rising interest rates. Generally, however,
the counterparties to hedging agreements that the Company would enter into would
be major financial institutions. The Company may borrow additional money with
floating interest rates in the future. Increases in interest rates, or the loss
of the benefits of any hedging agreements that the Company may enter into in the
future, would increase the Company's interest expenses, which would adversely
affect cash flow and the ability of the Company to service its debt. If the
Company enters into any hedging agreements in the future, decreases in interest
rates thereafter would increase the Company's interest expenses as compared to
the underlying floating rate debt and could result in the Company making
payments to unwind such agreements.
The Ability of Stockholders to Effect Changes in Control of the Company is
Limited
Provisions of the Company's Charter and Bylaws Could Inhibit Changes in
Control. Certain provisions of the Company's charter and bylaws may delay or
prevent a change in control of the Company or other transactions that could
provide stockholders with a premium over the then-prevailing market price of
their common stock or that might otherwise be in the best interests of the
stockholders. These include a staggered Board of Directors, a stockholder rights
plan and the REIT share ownership limits described two paragraphs below. Also,
any future series of preferred stock of the Company may have certain voting
provisions that could delay or prevent a change of control or other transaction
that might involve a premium price or otherwise be in the best interests of the
common or other stockholders.
The Company Could Adopt Maryland Law Limitations on Changes in Control.
Certain provisions of Maryland law applicable to REITs prohibit "business
combinations" (including certain issuances of equity securities) with any person
who beneficially owns ten percent or more of the voting power of outstanding
shares, or with an affiliate of the REIT who, at any time within the two-year
period prior to the date in question, was the beneficial owner of ten percent or
more of the voting power of the outstanding voting shares (a so-called
"interested stockholder"), or with an affiliate of an interested stockholder.
These
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prohibitions last for five years after the most recent date on which the
interested stockholder became an interested stockholder. After the five-year
period, a business combination with an interested stockholder must be approved
by two super-majority stockholder votes unless, among other conditions, the
REIT's common stockholders receive a minimum price for their shares and the
consideration is received in cash or in the same form as previously paid by the
interested stockholder for its common shares. The Board of Directors of the
Company has opted out of these business combination provisions. Consequently,
the five-year prohibition and the super-majority vote requirements will not
apply to a business combination involving the Company. The Board of Directors
may, however, repeal this election in most cases and cause the Company to become
subject to these provisions in the future.
The Company Has a Share Ownership Limit. To facilitate maintenance of
the Company's REIT qualification and for other strategic reasons, the Company's
charter generally prohibits any person from acquiring or holding shares of the
Company's preferred and common stock in excess of 9.8% (by value or by number of
shares, whichever is more restrictive) of the outstanding shares of each class
or series of stock of the Company. The Company's Board of Directors may exempt a
person from this ownership limit under specified conditions. Absent an exemption
or a waiver, shares of stock that are purportedly transferred in excess of the
ownership limit will be automatically transferred to a trust for the exclusive
benefit of one or more charitable beneficiaries, and the purported transferee
will not acquire any rights in such shares. This ownership limit could delay or
prevent a change in control of the Company and, therefore, could adversely
affect the common stockholders' ability to realize a premium over the
then-prevailing market price for their shares.
The Company Does Not Control its Development Business
To facilitate maintenance of its REIT qualification, the Company has an
investment in a noncontrolled company that is engaged in the real estate
development business, EDV. Although the Company owns 95% of the economic
interest in EDV, its voting stock is owned directly or indirectly by a private
company controlled by certain of the Company's executive officers. The Company
therefore does not control the timing or amount of dividends or the management
and operations of this company. As a result, decisions relating to the
declaration and payment of dividends and the business policies and operations of
this company could be adverse to the Company's interests or could lead to
adverse financial results, which could adversely affect the Company's financial
condition and results of operations.
Certain Directors and Executive Officers Have Conflicts of Interest Involving
Legacy
Certain of the Company's directors and officers continue to serve as
directors and executive officers of Legacy, which Excel spun off in March 1998.
As of December 31, 1998, these individuals held 10,227,046 shares of common
stock of Legacy, which equaled approximately 31% of the currently outstanding
shares, and held options to acquire another 3,162,000 shares. The Company and
Legacy currently are parties to agreements providing for: (i) the orderly
separation of the Company and Legacy; (ii) the sharing of certain facilities and
the provision of management and administrative services by the Company to
Legacy; and (iii) the allocation of certain tax and other liabilities. Conflicts
may arise with respect to the operation and effect of these agreements and
relationships, which could have an adverse effect on the Company if not properly
resolved. In this regard, the certificate of incorporation of Legacy contains a
specific purpose clause providing that Legacy's purpose includes complying with
an intercompany agreement between the Company and Legacy as long as the
agreement remains in effect. The agreement prohibits Legacy from investing in
community and neighborhood shopping
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centers, power centers, malls or other conventional retail properties unless it
has first offered to Excel (now the Company) the opportunity to pursue such
investments.
Environmental Problems are Possible and Can Be Costly
Federal, state and local laws and regulations relating to the
protection of the environment may require a current or previous owner or
operator of real estate to investigate and clean up hazardous or toxic
substances or petroleum product releases at such property. The owner or operator
may have to pay a governmental entity or third parties for property damage and
for investigation and clean-up costs incurred by such parties in connection with
the contamination. Such laws typically impose clean-up responsibility and
liability without regard to whether the owner or operator knew of or caused the
presence of contaminants. Even if more than one person may have been responsible
for the contamination, each person covered by the environmental laws may be held
responsible for all of the clean-up costs incurred. In addition, third parties
may sue the owner or operator of a site for damages and costs resulting from
environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of
asbestos. Such laws require that owners or operators of buildings containing
asbestos properly manage and maintain the asbestos, that they notify and train
those who may come into contact with asbestos and that they undertake special
precautions, including removal or other abatement, if asbestos would be
disturbed during renovation or demolition of a building. Such laws may impose
fines and penalties on building owners or operators who fail to comply with
these requirements and may allow third parties to seek recovery from owners or
operators for personal injury associated with exposure to asbestos fibers.
The Market Value of the Company's Publicly Traded Securities Can Be Adversely
Affected by a Number of Factors
Changes in Market Conditions Could Adversely Affect the Market Price of
the Company's Publicly Traded Securities. As with other publicly traded
securities, the value of the Company's publicly traded securities depends on
various market conditions, which may change from time to time. Among the market
conditions that may affect the value of its publicly traded securities are the
following: the extent of institutional investor interest in the Company; the
reputation of REITs generally; the reputation of REITs with portfolios similar
to the Company's; the attractiveness of the securities of REITs in comparison to
other securities (including securities issued by other real estate companies);
the Company's financial condition and performance; and general economic and
financial market conditions.
The Company's Earnings and Cash Dividends Will Affect the Market Price
of its Publicly Traded Securities. The Company believes that the market value of
a REIT's equity securities is based primarily upon the market's perception of
the REIT's growth potential and its current and potential future cash dividends,
and is secondarily based upon the real estate market value of the underlying
assets. For that reason, the Company's common stock may trade at prices that are
higher or lower than the net asset value per share. To the extent the Company
retains operating cash flow for investment purposes, working capital reserves or
other purposes, these retained funds, while increasing the value of its
underlying assets, may not correspondingly increase the market price of the
Company's shares. Failure to meet the market's expectations with regard to
future earnings and cash dividends likely would adversely affect the market
price of the Company's publicly traded equity securities.
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Market Interest Rates May Have an Effect on the Value of the Company's
Publicly Traded Securities. One of the factors that investors consider important
in deciding whether to buy or sell shares of a REIT is the dividend rate on such
shares (as a percentage of the price of such shares) relative to market interest
rates. If market interest rates go up, prospective purchasers of REIT shares may
expect a higher dividend rate. Higher interest rates would not, however, result
in more dividends and, in fact, likely would increase borrowing costs and
potentially decrease funds available for dividends. Thus, higher market interest
rates could cause the market price of the Company's publicly traded securities
to go down.
The Company is Dependent on External Sources of Capital
To qualify as a REIT, among other things, the Company must distribute
to its stockholders each year at least 95% of its REIT taxable income (excluding
any net capital gain). Because of these distribution requirements, the Company
likely will not be able to fund all future capital needs, including capital for
acquisitions, with income from operations. The Company therefore will have to
rely on third-party sources of capital, which may or may not be available on
favorable terms or at all. The Company's access to third-party sources of
capital depends on a number of things, including the market's perception of its
growth potential and its current and potential future earnings. Moreover,
additional equity offerings may result in substantial dilution of stockholders'
interests, and additional debt financing may substantially increase leverage.
The Company's Classification as a REIT is Dependent on Compliance with Federal
Income Tax Requirements
Failure of the Company to Qualify as a REIT Would Have Serious Adverse
Consequences to Stockholders. The Company believes that its predecessor
companies, the Trust and Excel, qualified for taxation as REITs for federal
income tax purposes since their first elections to be taxed as REITs for the
taxable years ended July 31, 1972 and December 31, 1987, respectively. The
Company plans to continue to operate the combined company so that it meets the
requirements for taxation as a REIT. Many of these requirements, however, are
highly technical and complex. The determination that the Company is a REIT
requires an analysis of various factual matters and circumstances that may not
be totally within the Company's control. For example, to qualify as a REIT, at
least 95% of the Company's gross income must come from certain sources that are
itemized in the REIT tax laws. The Company is also required to distribute to
stockholders at least 95% of its REIT taxable income (excluding capital gains).
The fact that the Company holds certain of its assets through partnerships and
their subsidiaries further complicates the application of the REIT requirements.
Even a technical or inadvertent mistake could jeopardize the Company's REIT
status. Furthermore, Congress and the Internal Revenue Service might make
changes to the tax laws and regulations, and the courts might issue new rulings,
that make it more difficult, or impossible, for the Company to remain qualified
as a REIT. The Company does not believe, however, that any pending or proposed
tax law changes would jeopardize its REIT status.
If the Company fails to qualify as a REIT, the Company would be subject
to federal income tax at regular corporate rates. Also, unless the IRS granted
the Company relief under certain statutory provisions, the Company would remain
disqualified as a REIT for four years following the year the Company first
failed to qualify. If the Company failed to qualify as a REIT, the Company would
have to pay significant income taxes and would therefore have less money
available for investments, debt service and dividends to stockholders. This
likely would have a significant adverse affect on the value of its securities.
In addition, the Company would no longer be required to pay any dividends to
stockholders.
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The Company Could be Disqualified as a REIT or Have to Pay Taxes if its
Predecessor Companies Did Not Qualify as REITs. If either the Trust or Excel,
whose businesses were combined in the Merger on September 28, 1998 to form the
Company, failed to qualify as a REIT throughout the duration of its existence,
it might have had undistributed "C corporation earnings and profits." If that
were the case and the Trust or Excel did not distribute such earnings and
profits prior to the Merger, the Company might not qualify as a REIT. The
Company believes that each of the Trust and Excel qualified as a REIT and that,
in any event, neither the Trust nor Excel had any undistributed "C corporation
earnings and profits" at the time of the Merger. If either the Trust or Excel
failed to qualify as a REIT, it would have recognized taxable gain at the time
of the Merger (and the Company would be liable for the tax on such gain). This
would be the case even though the business combination qualified as a "tax-free
reorganization," unless the Company makes a special election that is available
under current law. The Company will make such an election with respect to each
of the Trust and Excel. This election will have the effect of requiring the
Company, if the Trust or Excel was not qualified as a REIT, to pay corporate
income tax on any gain existing at the time of the business combination on
assets acquired in the combination if such assets are sold within 10 years after
the combination. Finally, if either the Trust or Excel did not qualify as a
REIT, the Company could be precluded from electing REIT status for up to four
years after the year in which the predecessor company failed to qualify if the
Company were determined to be a "successor" to that predecessor company.
There Can Be No Assurance That the Company Will Be Successful in Integrating Two
Previously Separate Companies
The Merger took place in September 1998. There can be no assurance that
the remaining integration of the respective operations of the Trust and Excel
will be completed without substantial difficulties. Such difficulties could
include integrating different business strategies with respect to owning,
operating, acquiring and developing real estate properties, and integrating
personnel with different business backgrounds and corporate cultures. Further,
the process of integrating management services, administrative organizations,
facilities, management information systems and other aspects of operations,
while simultaneously managing a larger and geographically expanded entity, will
present a significant challenge to the management of the Company. There can be
no assurance that there will not be substantial costs associated with the
integration process, that the integration activities will not result in a
decrease in revenues or that there will not be other material adverse effects on
the Company as a result of the integration efforts. Although the Company does
not expect to incur any current material charge against earnings for integration
costs resulting from the Merger, there can be no assurance that the Company will
not in the future incur material charges to reflect costs associated with the
Merger.
Failure to Obtain Year 2000 Compliance May Have Adverse Effects on the Company
Many currently installed computer systems, software products, time
clocks and other similar devices of the Company are coded to accept only two
digit entries in the date code field. The Company needs to have these date code
fields upgraded or recoded to accept four digit entries to distinguish 21st
century dates from 20th century dates. Uncertainty exists concerning the
potential effects associated with compliance with such "Year 2000" requirements.
In addition, even if the Company's equipment and software is Year 2000
compliant, equipment and software used by suppliers or other third parties
having a material relationship with the Company (e.g., utilities, financial
institutions, major tenants, suppliers, governmental agencies and
municipalities) may not be Year 2000 compliant.
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ITEM 2. PROPERTIES
As of December 31, 1998, the Company owned interests in 301 retail
properties (including four office properties and two vacant land parcels) and 54
apartment communities. The following table sets forth certain information
as of December 31, 1998 regarding the Company's properties on a state-by-state
basis:
RETAIL PROPERTIES APARTMENT COMMUNITIES
------------------------------------------------------------------------------------------------------
PERCENT OF PERCENT OF
GROSS SCHEDULED TOTAL SCHEDULED
NUMBER OF PERCENT LEASABLE RETAIL NUMBER OF NUMBER OF PERCENT APARTMENT
STATE PROPERTIES LEASED AREA ABR(1) PROPERTIES UNITS LEASED ABR(1)
- ---------------- ---------- ------- -------- ---------- ---------- --------- ------- ----------
Alabama 7 98.3% 764,564 1.6% 9 2,283 91.3% 16.2%
Arizona 12 91.6% 1,103,291 3.3% - - - -
Arkansas 2 100.0% 105,459 0.2% - - - -
California 17 93.7% 2,500,811 10.0% - - - -
Colorado 2 100.0% 352,156 1.6% - - - -
Delaware 2 100.0% 243,610 0.5% 2 303 85.9% 2.2%
Florida 18 93.8% 3,535,950 9.0% 2 539 96.6% 5.2%
Georgia 33 95.9% 2,937,840 6.4% 2 420 92.1% 3.2%
Illinois 10 98.4% 1,219,273 4.0% - - - -
Indiana 14 95.2% 942,221 1.8% 3 893 92.0% 6.3%
Iowa 5 99.5% 604,673 1.3% - - - -
Kentucky 11 98.7% 1,718,391 3.9% 6 1,363 87.5% 10.4%
Louisiana 2 98.8% 261,518 0.6% 3 1,244 89.6% 9.5%
Maryland 2 98.2% 325,062 0.7% - - - -
Michigan 12 98.8% 1,973,549 5.8% - - - -
Minnesota 3 98.3% 85,935 0.4% - - - -
Missouri 5 85.4% 799,214 4.1% 1 309 95.0% 2.6%
Nebraska 3 100.0% 70,513 0.2% - - - -
Nevada 3 99.3% 585,361 2.0% - - - -
New Jersey 9 96.6% 1,117,555 4.1% - - - -
New York 26 94.5% 3,434,263 8.0% 2 308 92.9% 2.1%
North Carolina 17 93.2% 1,800,225 3.8% 2 463 94.6% 4.2%
Ohio 22 97.8% 3,166,774 7.2% 7 1,601 91.8% 13.5%
Oklahoma 1 100.0% 45,510 0.1% - - - -
Pennsylvania 20 95.2% 2,253,885 6.4% 1 130 91.0% 1.1%
South Carolina 5 93.1% 376,002 1.0% 3 640 83.8% 4.7%
Tennessee 16 97.3% 2,029,280 4.8% 11 2,480 87.6% 18.9%
Texas 7 97.3% 590,385 1.6% - - - -
Utah 1 88.8% 587,440 1.2% - - - -
Virginia 11 94.7% 1,598,962 3.6% - - - -
West Virginia 3 95.4% 352,538 0.8% - - - -
------------------------------------------------------------------------------------------------------
301 95.6% 37,482,210 100.0% 54 12,976 90.1% 100.0%
======================================================================================================
- ----------
1 ABR represents annualized base rent.
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ITEM 3. LEGAL PROCEEDINGS
The Company is not presently involved in any material pending legal
proceedings nor, to its knowledge, is any material litigation threatened against
the Company or its properties, other than litigation arising in the ordinary
course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the stockholders of the Company
during the fourth quarter of 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed for trading on the New York Stock
Exchange under the symbol "NXL." As of March 26, 1999, there were approximately
14,480 registered record holders of the Company's common stock, plus those who
hold their shares in street name. The following table sets forth the high and
low sales price, as reported by the New York Stock Exchange composite tape, and
the cash dividends declared each calendar quarter during 1998 and 1997 with
respect to the Company's common stock:
CASH
DIVIDENDS
HIGH(1) LOW(1) DECLARED(1)
--------- --------- -----------
1997:
First quarter $ 21.7708 $ 19.1667 $ 0.383
Second quarter 22.5000 19.8958 0.383
Third quarter 26.5625 22.0833 0.417
Fourth quarter 27.2917 23.3858 0.417
1998:
First quarter 29.6875 25.2600 $ 0.417
Second quarter 25.0000(2) 21.6667(2) 0.417
Third quarter 25.0000 21.5000 0.417
Fourth quarter 23.2500 20.2500 0.400
- ----------
1 The high and low sales price and cash dividends declared prior to the
Merger have been adjusted to reflect the 20% stock dividend that Excel paid
in connection with the Merger. See "Business--Description of
Business--Recent Developments--The Merger." The actual cash dividends
declared by the Company were $0.460 for each of the first and second
quarters of 1997 and $0.500 for each of the third and fourth quarters of
1997 and the first, second and third quarters of 1998.
2 On March 31, 1998, Excel consummated the Spin-off of Legacy through the
distribution, on a pro-rata basis, to the holders of Excel's common stock,
of all of the common stock of Legacy held by Excel. See
"Business--Description of Business--Recent Developments--Spin-Off of
Legacy."
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ITEM 6. SELECTED FINANCIAL DATA
The financial information included in the following table has been
selected by the Company and has been derived from the consolidated financial
statements for the periods indicated.
Under generally accepted accounting principles, the Merger was
accounted for as a purchase by the Trust of Excel. Therefore, all of the
financial information prior to September 28, 1998 included in the following
table is that of the Trust. Because the Trust had a fiscal year end of July 31
prior to the Merger, the financial information included in the following table
for periods prior to September 28, 1998 is based on a fiscal year end of July
31. All of the financial information included in the following table for periods
on and after September 28, 1998 relates to the Company as a combined entity.
Immediately following the Merger, each of the Company and the Trust adopted a
fiscal year end of December 31, beginning with a short fiscal year ending on
December 31, 1998.
The financial information included in the following table should be
read in conjunction with the audited financial statements included in Item 14(a)
of this Form 10-K (in thousands, except for per share amounts). The unaudited
pro forma information for the twelve months ended December 31, 1998 has been
presented as if the Merger had been consummated on January 1, 1998. The pro
forma information is not necessarily indicative of what the actual results of
operations of the Company would have been had the Merger actually occurred on
January 1, 1998.
TWELVE MONTHS
ENDED FIVE MONTHS
DECEMBER 31, ENDED YEARS ENDED JULY 31,
1998 DECEMBER 31, ---------------------------------------------------------------------
STATEMENT OF INCOME DATA: (PRO FORMA) 1998 1998 1997 1996 1995 1994
- ------------------------- ------------- ----------- ----------- ----------- ----------- ----------- -----------
Revenue $ 419,110 $ 155,921 $ 250,259 $ 206,821 $ 167,606 $ 130,576 $ 100,955
Expenses 262,276 99,693 156,875 127,578 94,868 65,572 46,914
----------- ----------- ----------- ----------- ----------- ----------- -----------
156,834 56,228 93,384 79,243 72,738 65,004 54,041
Minority interest (1,683) (457) -- -- -- -- --
Other (1,050) -- -- -- -- -- --
(Loss)/gain on sales of
properties and
securities, net 370 34 (41) (3) 399 228 989
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income 154,471 55,805 93,343 79,240 73,137 65,232 55,030
Preferred dividends 23,696 6,914 2,770 2,203 2,616 2,516 2,713
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income - basic 130,775 48,891 90,573 77,037 70,521 62,716 52,317
Minority interest 1,683 457 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income - diluted $ 132,458 $ 49,348 $ 90,573 $ 77,037 $ 70,521 $ 62,716 $ 52,317
=========== =========== =========== =========== =========== =========== ===========
Net income per common
share
Basic $ 1.49 $ 0.63 $ 1.43 $ 1.31 $ 1.25 $ 1.19 $ 1.06
Diluted $ 1.47 $ 0.62 $ 1.42 $ 1.30 $ 1.25 $ 1.18 $ 1.05
Weighted average number
of common shares
outstanding
Basic 87,504 77,481 59,365 58,461 56,484 52,894 49,502
Diluted 90,419 79,396 59,774 58,735 56,642 53,040 49,768
OTHER DATA:
Distributions per common
share $ 1.615 $ 0.678 $ 1.475 $ 1.435 $ 1.395 $ 1.355 $ 1.315
=========== =========== =========== =========== =========== =========== ===========
BALANCE SHEET DATA AS OF
THE END OF EACH PERIOD:
Total assets $ 2,894,546 $ 2,894,546 $ 1,384,525 $ 1,261,144 $ 945,394 $ 796,636 $ 616,993
Long-term debt obligations 1,105,271 1,105,271 576,888 478,207 238,426 206,652 28,060
Shareholders' equity 1,695,574 1,695,574 764,527 744,995 659,354 570,529 565,493
19
22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations has been the principal source of capital to
fund the Company's ongoing operations. The Company's issuance of common and
preferred stock, use of the Company's revolving credit facilities and financing
from unsecured notes and mortgage debt have been the principal sources of
capital required to fund its growth.
In order to continue to expand and develop its portfolio of properties
and other investments, the Company intends to finance future acquisitions and
growth through the most advantageous sources of capital available to the Company
at the time, which may include the sale of common stock, preferred stock or debt
securities through public offerings or private placements, the incurrence of
additional indebtedness through secured or unsecured borrowings, and the
reinvestment of proceeds from the disposition of assets. The Company also may
enter into joint ventures with institutions to acquire large properties. In
these instances, the Company generally receives property management and leasing
fees in addition to a disproportionate share of the profits after a preferred
return is received by the institutional partner. The Company's financing
strategy is to maintain a strong and flexible financial position by (i)
maintaining a prudent level of leverage, (ii) maintaining a large pool of
unencumbered properties, (iii) managing its exposure to interest rate risk
represented by its floating rate debt, (iv) where possible, amortizing existing
non-recourse mortgage debt secured by specific properties over the term of the
leases with anchor tenants at such mortgaged properties, and (v) maintaining a
conservative distribution payout ratio.
The Company has a revolving credit facility of $250.0 million in
unsecured advances from a group of banks. The facility expires in December 1999
and bears an interest rate of 120 basis points over LIBOR. As of December 31,
1998, the Company had $150.5 million outstanding under this facility. The
covenants of the credit facility include maintaining certain ratios such as
liabilities to assets of less than 50% and maintaining a minimum interest
coverage of 2 to 1. The Company also has an unsecured revolving credit facility
of $50 million through November 1999, all of which was outstanding as of
December 31, 1998.
In addition to outstanding amounts on the Company's credit facilities,
debt as of December 31, 1998 consisted of $388.2 million of mortgages payable
having a weighted average interest rate of 7.7% and $489.2 million of notes
payable with a weighted average interest rate of 6.9%. Of this debt, $170.4
million bear variable interest rates. Additionally, the Company has $1.7 million
in marketable equity securities which are sensitive to market price changes and
notes receivable in the amount of approximately Canadian $16.0 million
(approximately U.S. $10.4 million as of December 31, 1998) which are sensitive
to currency exchange rate fluctuations.
In November 1998, the Company filed a $1 billion shelf registration
statement. This registration statement was filed for the purpose of issuing debt
securities, preferred stock, depository shares, common stock, warrants or
rights. Currently, no securities have been issued under this shelf registration
statement. On February 3, 1999, the Company established a program for the sale
of up to $500 million aggregate principal amount of medium-term notes due nine
months or more from date of issue. The Trust will guarantee any medium-term
notes issued by the Company in the future under this program under this shelf
registration statement.
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23
Other sources of funds are available to the Company. Based on
management's internal valuation of the Company's properties, many of which are
free and clear of mortgages, the estimated value is considerably in excess of
the outstanding mortgage indebtedness. Accordingly, management believes that
potential exists for additional mortgage financing as well as unsecured
borrowing capacity from banks and other lenders.
The Company has three classes of preferred stock outstanding as of
December 31, 1998: (i) 2,124,000 shares of 8 1/2% Series A Cumulative
Convertible Preferred Stock outstanding which have an annual distribution of
$2.125 per share payable quarterly; (ii) 6,300,000 depositary shares
outstanding, each representing 1/10 of a share of 8 5/8% Series B Cumulative
Redeemable Preferred Stock, with an annual distribution of $2.15625 per
depositary share payable quarterly; and (iii) 1,500,000 depositary shares
outstanding, each representing 1/10 of one share of 7.8% Series D Cumulative
Voting Step-Up Premium Rate Preferred Stock, with a liquidation preference and
annual distribution of $50 and $3.90 per depositary share, respectively.
The current quarterly dividend on the Company's common stock is $.4025
per share. The Company anticipates that the quarterly dividend will increase at
least $.0025 per share per quarter (which quarterly increases amount to $.01 per
share on an annualized basis and effectively increase the annualized dividend
rate by $.04 per share for each share held over a 12-month period) until the
annualized quarterly dividend on the Company's common stock is at least $1.67
per share. The maintenance of this dividend policy will be subject to various
factors, including the discretion of the Board of Directors of the Company, the
ability to pay dividends under applicable law and the effect which the payment
of dividends may have from time to time on the maintenance by the Company of its
status as a REIT.
In the normal course of business, the Company also faces risks that are
either non-financial or non-qualitative. Such risks principally include credit
risks and legal risks and are not included in the aforementioned notes.
YEAR 2000 COMPLIANCE
Year 2000 Compliance Readiness
The Company's centralized corporate business and technical information
systems have been assessed as to Year 2000 compliance and functionality. Year
2000 compliance issues with respect to the Company's internal business and
technical information systems were substantially remediated as of December 31,
1998. See "--Year 2000 Compliance Detail" below. In addition, the Company has
completed the identification and review of major computer hardware and software
suppliers and has verified the Year 2000 preparedness of these suppliers.
Year 2000 Compliance Detail
The Company addressed the Year 2000 issue with respect to the
following: (i) the Company's information technology and operating systems,
including its billing, accounting and financial reporting systems; (ii) the
Company's non-information technology systems, including building access, parking
lot light and energy management, equipment and other infrastructure systems that
may contain or use computer systems or embedded micro controller technology; and
(iii) certain systems of the Company's
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major suppliers and material service providers (insofar as such systems relate
to the Company's business activities such as payroll, health services and alarm
systems). As described below, the Company's Year 2000 review involves (a) an
assessment of the Year 2000 problems that may affect the Company, (b) the
development of remedies to address the problems discovered in the assessment
phase to the extent practical or feasible, (c) the testing of such remedies and
(d) the preparation of contingency plans to deal with worst case scenarios.
Assessment Phase
As part of the internal assessment phase, the Company has attempted to
substantially identify all the major components of the systems described above.
In determining the extent to which such systems are vulnerable to the Year 2000
issue, the Company is evaluating internally developed and/or purchased software
applications and property operational control systems (e.g., heating ventilation
and air conditioning (HVAC), lighting timers, alarms, fire, sewage and access).
In addition, in October 1998, the Company began sending letters to or making
inquiries of certain of its major suppliers and service providers, requesting
them to provide the Company with assurance of existing or anticipated Year 2000
compliance by their systems insofar as the systems relate to their activities
with the Company. The Company expects that it will complete its distribution of
these inquiries by April 30, 1999. The Company is requesting that all responses
to the inquiries be returned to it no later than May 31, 1999.
Remediation and Testing Phase
Based upon the assessment and remediation efforts to date, the Company
has completed, tested and put on line the Year 2000 compliance modification in
all the internally developed software for its accounting and property management
applications. The Company's computer terminals or personal computers are Year
2000 compliant in all material respects. The Company has secured software to
upgrade that part of the computer that will make it compliant. That part is
called the BIOS chip or Basic Input Output System. If there is any unforeseen
problem with a particular unit it will be replaced. Replacements are readily
available. Based on an inventory by model type of the Company's personal
computers, BIOS chip Year 2000 issues are not expected to be material. A
conservative, "worst case" scenario is included in the cost estimate. The
versions of the purchased software that the Company uses for spread sheet
analysis, database applications, word processing systems and its apartment rent
collection system have been tested and are compliant. The outsourced payroll
service and the integrated internal input system are compliant. The New York and
San Diego corporate office phone, communication and data collection networks are
Year 2000 compliant; however, based on the expanded needs of the Company,
replacement of the phone system (including the voicemail system) is scheduled to
occur by June 30, 1999. Phone systems at other than corporate office locations
are Year 2000 compliant. Phone systems at the apartment communities are 87% Year
2000 compliant. The balance of the phone systems at the apartment communities
are scheduled to be reviewed and be Year 2000 compliant by June 1999. The cost
estimates derived from this assessment are treated as worst case. Most of the
Company's shopping centers are "open air" type and are simple and very limited
in terms of technology. Field systems for shopping center HVAC, sprinkler and
lighting are more than 95% reviewed and Year 2000 compliant for those systems
supplied by the Company (some are supplied by tenants). The systems not supplied
by the Company, the number of which is small, are being reviewed and are
projected to not have a material impact. All of the 54 apartment communities
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25
have had reviews completed and, except for phone systems (as discussed above),
are Year 2000 compliant.
Costs Related to the Year 2000 Issue
The total historical or anticipated remaining costs for the Year 2000
remediation are estimated to be immaterial to the Company's financial condition.
The costs to date have been expensed as incurred and consist of immaterial
internal staff costs and other expenses such as telephone and mailing costs. The
Company currently estimates that to have all systems Year 2000 compliant will
require certain additional expenditures. At this time, the expenditures are
expected to range from a total of $60,000 to a "worst case" of $260,000.
Risks and Contingency Plans
Considering the substantial progress made to date, the Company does not
anticipate delays in finalizing internal Year 2000 remediation within remaining
time schedules. However, third parties having a material relationship with the
Company (e.g., utilities, financial institutions, major tenants, suppliers,
governmental agencies and municipalities) may be a potential risk based on their
individual Year 2000 preparedness which may not be within the Company's
reasonable control. The failure of critical third parties' computer software
programs and operating systems to achieve Year 2000 compliance may result in
system malfunctions or failures. Such an occurrence would potentially affect the
ability of the third party to operate its business and thereby raise adequate
revenue to meet its contractual obligations to the Company or provide services
to the Company. In that event, the Company may not receive revenue or services
that it had otherwise expected to receive pursuant to existing leases and
contracts. The failure of critical third parties to achieve Year 2000 compliance
may have a material adverse impact on the Company's business, operating results
and financial condition.
The Company is in the process of identifying and reviewing the Year
2000 preparedness of critical third parties. Anticipated completion of this
review is May 31, 1999. Pending the results of that review, the Company will
determine what course of action and contingencies, if any, will need to be made.
Although the Company's Year 2000 efforts are intended to minimize the
adverse effects of the Year 2000 issue on the Company's business, operating
results and financial condition, the actual effects of the issue and the success
or failure of the Company's efforts cannot be known until the year 2000. At this
point, the Company believes that the most likely external sources of a material
adverse impact on the Company's business, operating results and financial
condition as a result of Year 2000 issues are utilities (i.e., electricity,
natural gas, telephone service and water) furnished by third parties to the
Company and a wide universe of other customers, none of which utilities are
readily available from alternate sources. The reasonably likely worst case
scenario that could affect the Company's business, operating results and
financial condition would be a widespread prolonged power failure affecting a
substantial number of the geographic regions in which the Company's properties
are located. In the event of such a widespread prolonged power failure, a
significant number of tenants may not be able to operate their stores and, as a
result, their ability to pay rent could be substantially impaired. The Company
is not aware of an economically feasible contingency plan which could be
implemented to prevent such a power failure from having a material adverse
effect on the Company's business, operating results and financial condition.
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26
THE MERGER
Immediately following the Merger on September 28, 1998, approximately
88.2 million shares of common stock were outstanding and former holders of the
Trust's common shares held approximately 65% of those shares. As provided in the
Merger Agreement, since September 28, 1998, the Board of Directors of the
Company has consisted of the six former members of Excel's Board and the nine
former members of the Trust's Board. The Merger has, for financial accounting
purposes, been accounted for as a purchase by the Trust of Excel.
NEW ACCOUNTING STANDARD
During 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This standard establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities. It is effective for fiscal
years beginning after June 15, 1999. The Company does not anticipate that
adoption of this standard will have a material effect on its financial position,
results of operations, or disclosures within its financial statements.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto. Historical results and
percentage relationships set forth in the Consolidated Statements of Income
contained in the Consolidated Financial Statements and accompanying notes,
including trends which might appear, should not be taken as indicative of future
operations.
The actual results of operations for the five month period ended
December 31, 1998 only include operations of Excel from September 28, 1998 to
December 31, 1998. Therefore, certain pro forma comparisons are included which
have been presented as if the Merger had been consummated on August 1, 1998 and
1997, respectively (see Note 2 to the Consolidated Financial Statements included
in Item 8 of this Annual Report on Form 10-K). The pro forma information is not
necessarily indicative of what the actual results of operations of the Company
would have been had the Merger actually occurred on August 1, 1998 and 1997,
respectively (in thousands):
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27
FIVE MONTHS ENDED FIVE MONTHS ENDED FIVE MONTHS ENDED FIVE MONTHS ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1998 1997 1997
(ACTUAL) (PRO FORMA) (ACTUAL) (PRO FORMA)
----------------- ----------------- ----------------- -----------------
Total revenues $ 155,921 $ 179,092 $ 100,457 $ 150,230
Expenses:
Operating costs 32,764 32,233 25,325 30,014
Real estate and other taxes 13,456 15,655 9,047 12,466
Interest 27,168 32,339 14,309 24,374
Depreciation and amortization 21,366 25,644 12,544 22,228
Provision for doubtful accounts 2,825 2,884 1,675 2,164
General and administrative 2,114 2,849 1,143 2,384
--------- --------- --------- ---------
Total expenses 99,693 111,604 64,043 93,630
Sale of real estate/securities 34 34 (67) (67)
Minority interest (457) (739) -- (624)
--------- --------- --------- ---------
Net income $ 55,805 $ 67,522 $ 36,347 $ 55,909
========= ========= ========= =========
Net income per share:
Basic $ 0.63 $ 0.66 $ 0.62 $ 0.60
========= ========= ========= =========
Diluted $ 0.62 $ 0.64 $ 0.61 $ 0.58
========= ========= ========= =========
Excel has acquired 22 properties since August 1997 which are reflected
in the pro forma results of operations for the five months ended December 31,
1998 and 1997 above. As previously discussed however, operations of Excel are
included only for the period from the Merger to December 31, 1998. In addition
to the acquisitions Excel has made, the Company has acquired 23 properties since
August 1997.
Historical Comparison
Total revenues increased approximately $55.5 million to $155.9 million,
or 55%. Of the increase, $42.6 million related to additional revenues from Excel
as a result of the Merger. In addition to the Merger, the 23 properties that
were acquired since August 1997 accounted for $9.8 million of the increased
revenues in 1998 when compared to the five-month period ended December 31, 1997.
The remaining $3.1 million increase was primarily a result of net increases in
rentals from the remaining portfolio of properties.
Of the $155.9 million in revenue in 1998, $32.5 million related to the
54 apartment communities and $117.9 million related to the 301-property retail
portfolio (including four office buildings and two vacant land parcels).
Interest, dividend and other income accounted for $5.5 million in revenue. In
1997, $27.2 million of revenue related to the apartment portfolio, $71.6 million
related to the retail portfolio, and $1.7 million related to interest and
dividends.
Total expenses increased $35.7 million to $99.7 million, or 56%. Of the
increase, $27.2 million related to additional expenses from Excel as a result of
the Merger. In addition to the Merger, the properties that were acquired since
August 1997 accounted for $4.8 million of additional expenses, excluding
interest expense. Interest expense of $3.1 million related to the assumption of
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$56.7 million in mortgage debt from the property acquisitions, and $50.0 million
of additional notes payable. The remaining $0.6 million relates to increased
expenses from the Company's existing portfolio.
Operating costs increased $7.5 million to $32.8 million, of which the
Merger accounted for $6.0 million. The properties acquired since August 1997
accounted for $2.4 million of increases and other properties accounted for a
decrease in operating costs of $0.9 million. Real estate and other taxes
increased $4.5 million to $13.5 million, of which $3.2 million related to Excel
as a result of the Merger, $0.9 million related to the properties acquired since
August 1997 and $0.4 million related to increases on the remaining portfolio.
Interest expense increased $12.9 million to $27.2 million, of which $9.8 million
related to the Merger and $3.1 million related to additional debt as described
above. Depreciation and amortization increased $8.9 million to $21.4 million, of
which $6.9 million related to the Merger and the remaining $2.0 million related
to the properties acquired since August 1997. Finally, provision for doubtful
accounts increased $1.1 million to $2.8 million, of which $0.4 million related
to the Merger, and general and administrative costs increased $1.0 million, of
which $0.9 million related to the Merger.
Pro Forma Comparison
On a pro forma basis, total revenues increased $28.9 million to $179.1
million, or 19%. Of this increase, $28.2 million relates to the acquisition of
45 properties since August 1997. Also in 1997, the Company recognized income
from its equity investment in EDV in the amount of $1.8 million compared to a
loss in 1998 of $1.1 million which is included in the expenses below. The
remaining difference in revenue between the periods is $2.5 million and is
primarily a result of net increases in rentals from the remaining portfolio of
properties.
On a pro forma basis, total expenses increased $18.0 million to $111.6
million, or 19%. Properties acquired since August 1997 accounted for $17.3
million, including increased interest expense from Excel of $3.1 million,
primarily related to additional debt related to acquisitions. General and
administrative expenses increased $0.5 million on a pro forma basis, but
remained 1.6% of total revenues. Also in 1998, a $1.1 million loss was
recognized from the Company's investment in EDV. The remaining difference is a
net decrease of $0.9 million, which primarily relates to the Company's remaining
portfolio of properties.
Fiscal Year Ended July 31, 1998 Compared to Fiscal Year Ended July 31, 1997
In fiscal 1998, total revenues increased $43.5 million to $250.3
million, or 21%. The increase was in rental income and related revenues and came
from all categories of properties. Interest and dividend income decreased
approximately $0.8 million because of lower average investment balances.
Expenses increased $29.8 million to $159.6 million, or 23%. Operating
costs, real estate and other taxes, and depreciation and amortization increased
primarily because of property acquisitions. Interest expense increased $8.6
million to $36.8 million, primarily due to a higher level of outstanding
unsecured notes and mortgage debt during fiscal 1998. The increase in the
provision for doubtful accounts reflects a larger revenue base and a higher
level of receivables. Administrative expenses as a percentage of revenue
remained constant at 1.1% of revenue compared to fiscal 1997.
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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, or 23%. The increase was in rental income and related revenues 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.
Expenses increased $32.3 million to $129.8 million, or 33%. 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
percentage of revenue declined to 1.1% 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 fiscal
1997, three former Nichols stores, in Annville and Hanover, Pennsylvania and
Lumberton, North Carolina, were sold.
Funds From Operations
The Company calculates funds from operations ("FFO") as net income
attributable to common shareholders on a diluted basis before gain or loss on
sales of real estate and securities, plus depreciation and amortization on real
estate and amortized leasing commission costs, and other non-recurring items.
FFO is not a substitute for cash flows from operations or net income as defined
by generally accepted accounting principles, and may not be comparable to other
similarly titled measures of other REITs. FFO is presented because industry
analysts and the Company consider FFO to be an appropriate supplemental measure
of performance of REITs. The following information is included to show the items
included in the Company's FFO for the past three years (in thousands, except per
share amounts):
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FIVE MONTHS
FIVE MONTHS ENDED
ENDED DECEMBER 31, YEAR ENDED
DECEMBER 31, 1997 JULY 31, YEAR ENDED YEAR ENDED
1998 (UNAUDITED) 1998 JULY 31, JULY 31,
------------ ------------ ------------ ------------ ------------
Net income $ 55,805 $ 36,347 $ 90,573 $ 77,037 $ 70,521
Preferred dividends (6,914) (2,437) (5,850) (461) --
Minority interest 457 -- -- -- --
------------ ------------ ------------ ------------ ------------
Net income applicable to common
shareholders - diluted 49,348 33,910 84,723 76,576 70,521
(Gains)/loss on real estate and
securities (34) 67 41 3 (399)
Depreciation and amortization 21,366 12,544 31,622 25,006 20,004
------------ ------------ ------------ ------------ ------------
Funds from operations $ 70,680 $ 46,521 $ 116,386 $ 101,585 $ 90,126
============ ============ ============ ============ ============
Weighted average of common shares
outstanding - diluted 79,396 59,720 59,774 58,735 56,642
============ ============ ============ ============ ============
On a pro forma basis, FFO would have been $190,953, $83,974 and $72,318
for the twelve months ended December 31, 1998, the five months ended December
31, 1998 and 1997, had the Merger been consummated on August 1, 1998 and 1997,
respectively.
ECONOMIC CONDITIONS
The majority of the Company's leases contain provisions designed to
mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rents which generally increase as
prices rise, and/or escalation clauses which are typically related to increases
in the consumer price index or similar inflation indices. In addition, the
Company believes that many of its existing lease rates are below current market
levels for comparable space and that upon renewal or re-rental such rates may be
increased to current market rates. This belief is based upon an analysis of
relevant market conditions, including a comparison of comparable market rental
rates, and upon the fact that many of such leases have been in place for a
number of years and may not contain escalation clauses sufficient to match the
increase in market rental rates over such time. Most of the Company's leases
require the tenant to pay its share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing the Company's
exposure to increases in costs and operating expenses resulting from inflation.
In addition, the Company periodically evaluates its exposure to interest rate
fluctuations, and may enter into interest rate protection agreements which
mitigate, but do not eliminate, the effect of changes in interest rates on its
floating rate loans.
Many regions of the United States, including regions in which the
Company owns property, may experience economic recessions. Such recessions, or
other adverse changes in general or local economic conditions, could result in
the inability of some existing tenants of the Company to meet their lease
obligations and could otherwise adversely affect the Company's ability to
attract or retain tenants. The Company's shopping centers are typically anchored
by discount department stores, supermarkets and drug
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stores which usually offer day-to-day necessities rather than high priced luxury
items. These types of tenants, in the experience of the Company, generally
continue to maintain their volume of sales despite a slowdown in economic
conditions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 1998, the Company had approximately $170.4 million
of outstanding floating rate debt. The Company does not believe that the
interest rate risk represented by its floating rate debt is material as of that
date in relation to the approximately $1.1 billion of outstanding total debt of
the Company, the approximately $2.9 billion of total assets of the Company and
the approximately $2.0 billion market capitalization of the Company's common
stock as of that date.
The Company was not a party to any hedging agreements with respect to
its floating rate debt as of December 31, 1998. In the event of a significant
increase in interest rates, the Company would consider entering into hedging
agreements with respect to all or a portion of its floating rate debt. Although
hedging agreements would enable the Company to convert floating rate liabilities
into fixed rate liabilities, such agreements would expose the Company to the
risk that the counterparties to such hedge agreements may not perform, which
could increase the Company's exposure to rising interest rates. Generally,
however, the counterparties to hedging agreements that the Company would enter
into would be major financial institutions. The Company may borrow additional
money with floating interest rates in the future. Increases in interest rates,
or the loss of the benefits of any hedging agreements that the Company may enter
into in the future, would increase the Company's interest expense, which would
adversely affect cash flow and the ability of the Company to service its debt.
If the Company enters into any hedging agreements in the future, decreases in
interest rates thereafter would increase the Company's interest expense as
compared to the underlying floating rate debt and could result in the Company
making payments to unwind such agreements.
As of December 31, 1998, the Company had notes receivable in the total
amount of approximately Canadian $16 million (approximately U.S. $10.4 million
as of December 31, 1998). The Company does not believe that the foreign currency
exchange risk associated with these loans is material. The Company had no other
material exposure to market risk (including foreign currency exchange risk,
commodity price risk or equity price risk) as of December 31, 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item appear with an Index to
Financial Statements and Schedules, starting on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement for the Annual
Stockholders Meeting to be held in 1999 (the "Proxy Statement") under the
captions "Proposal 1 Election of Directors," "Executive Compensation and Other
Information" and "Other Matters--Section 16(a) Beneficial Ownership Reporting
Compliance."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Executive Compensation and Other Information."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Voting Securities and Certain Beneficial Owners and Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Certain Relationships and Related Transactions."
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33
PART IV
ITEM 14. EXHIBITS, 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 filed during the three months ended
December 31, 1998.
1. Form 8-K dated October 13, 1998 containing items 2, 7
and 8.
(c) Exhibits. The following documents are filed as exhibits to
this report:
*3.1 Articles of Amendment and Restatement of the Charter of the
Company filed as Exhibit 3.01 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No.
33-59195, on May 25, 1995.
*3.2 Articles of Amendment of Articles of Amendment and Restatement
of the Charter of the Company filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-3, File No.
333-65211, on October 1, 1998.
*3.3 Amended and Restated Bylaws of the Company filed as Exhibit
4.6 to the Company's Registration Statement on Form S-3, File
No. 333-65211, on October 1, 1998.
*4.1 Articles Supplementary classifying 4,600,000 shares of
preferred stock as 8 1/2% Series A Cumulative Convertible
Preferred Stock filed as Exhibit 4.01 to the Company's Current
Report on Form 8-K dated February 7, 1997.
*4.2 Articles Supplementary classifying 690,000 shares of preferred
stock as 8 5/8% Series B Cumulative Redeemable Preferred Stock
filed as Exhibit 4.02 to the Company's Current Report on Form
8-K dated January 14, 1998.
4.3 Articles Supplementary relating to the Series C Junior
Participating Preferred Stock of the Company, which may in the
future be issued under the Company's Rights Plan.
*4.4 Articles Supplementary classifying 150,000 shares of preferred
stock as 7.80% Series D Cumulative Voting Step-Up Premium Rate
Preferred Stock filed as Exhibit 4.5 to the Company's
Registration Statement on Form S-3, File No. 333-65211, on
October 1, 1998.
*10.1 Tennessee General Partnership Agreement, dated as of October
13, 1992, between Horne Properties, Inc. and the Company filed
as Exhibit 10.2A to Amendment No. 1 to the Company's
Registration Statement on Form S-11, File No. 33-63160, on
July 12, 1993.
*10.2 Tennessee General Partnership Agreement to create Horne &
Excel Properties (Chapman), dated as of December 30, 1992,
between Horne Properties, Inc. and
31
34
the Company, filed as Exhibit 10.2B to Amendment No. 1 to the
Company's Registration Statement on Form S-11, File No.
33-63160, on July 12, 1993.
*10.3 Amended and Restated 1993 Stock Option Plan of the Company
filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-8, File No. 333-65223, on October 1, 1998.
10.4 Amendment to the 1993 Stock Option Plan of the Company
(Amended and Restated May 28, 1998), dated September 28, 1998.
10.5 Amendment to the 1993 Stock Option Plan of the Company
(Amended and Restated May 28, 1998), dated February 8, 1999.
*10.6 Form of Incentive Stock Option Agreement under the Company's
1993 Stock Option Plan filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-11, File No. 33-63160, on May
21, 1993.
*10.7 Form of Non-Qualified Stock Option Agreement under the
Company's 1993 Stock Option Plan filed as Exhibit 10.12 to the
Company's Registration Statement on Form S-11, File No.
33-63160, on May 21, 1993.
10.8 1994 Directors' Stock Option Plan of the Company (Amended and
Restated May 10, 1996).
10.9 Amendment to the 1994 Directors' Stock Option Plan of the
Company (Amended and Restated May 10, 1996), dated September
28, 1998.
*10.10 Form of Stock Option Agreement under the 1994 Directors' Stock
Plan of the Company filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8, File No. 333-02329 on
April 8, 1996.
*10.11 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8, File
No. 333-65221, on October 1, 1998.
*10.12 New Plan Realty Trust 1991 Stock Option Plan, as amended,
filed as Exhibit 4.2 to the Company's Registration Statement
on Form S-8, File No. 333-65221, on October 1, 1998.
*10.13 Amended and Restated New Plan Realty Trust 1985 Incentive
Stock Option Plan filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8, File No. 333-65221, on
October 1, 1998.
*10.14 New Plan Realty Trust March 1991 Stock Option Plan and
Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-8, File No.
333-65221, on October 1, 1998.
*10.15 Agreement of Limited Partnership of EH Properties, L.P., dated
as of March 25, 1994, by and between the Company and Horne
Properties, Inc., together with any other Persons who become
Partners in the Partnership as provided therein, filed as
Exhibit 10.37 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
32
35
*10.16 Partnership Contribution Closing Agreement, dated as of March
28, 1994, by and between Horne Properties, Inc., the Company
and EH Properties, L.P. filed as Exhibit 10.38 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
*10.17 Master Agreement, dated as of January 1, 1995, by and among
the Company and the limited partnerships named therein filed
as Exhibit 10.45 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
*10.18 Closing Memorandum, dated as of January 20, 1995, by and among
the Company and the limited partnerships named therein filed
as Exhibit 10.46 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
*10.19 Agreement, dated January 20, 1995, by and among the Company
and the limited partnerships named therein filed as Exhibit
10.47 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
*10.20 Indenture, dated as of May 8, 1995, between the Company and
State Street Bank and Trust Company of California, N.A. (as
successor to the First National Bank of Boston) filed as
Exhibit 4.01 to the Company's Registration Statement on Form
S-3, File No. 33-59195, as amended, on May 9, 1995.
*10.21 First Supplemental Indenture, dated as of April 4, 1997,
between the Company and State Street Bank and Trust Company of
California, N.A. filed as Exhibit 4.02 to the Company's
Registration Statement on Form S-3, File No. 333-24615, as
amended, on April 4, 1997.
*10.22 Second Supplemental Indenture, dated as of July 3, 1997,
between the Company and State Street Bank and Trust Company of
California, N.A. filed as Exhibit 4.01 to the Company's
Current Report on Form 8-K dated July 3, 1997.
*10.23 Amended and Restated Agreement of Limited Partnership of Excel
Realty Partners, L.P., dated as of June 25, 1997, filed as
Exhibit 10.20 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997.
*10.24 Contribution Agreement by and between each of the partnerships
named therein and Excel Realty Partners, L.P. filed as Exhibit
10.33 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
*10.25 Contribution Agreement, dated as of June 20, 1997, among Excel
Realty Partners, L.P., Briggsmore Plaza Co., G&H Associates,
Montebello Plaza Co. and Paradise Plaza Co. filed as Exhibit
10.01 to the Company's Current Report on Form 8-K dated July
3, 1997.
10.26 Credit Agreement, dated as of November 21, 1997, by and among
New Plan Realty Trust, the Lenders party thereto and The Bank
of New York, as agent.
*10.27 Assignment and Assumption Agreement dated December 1, 1997 by
and among New Plan Realty Trust, Bank Hapoalim B.M. and The
Bank of New York filed as Exhibit 10.2 to the Annual Report on
Form 10-K of New Plan Realty Trust for the fiscal year ended
July 31, 1998.
33
36
*10.28 Waiver and Amendment to Credit Agreement, dated as of
September 25, 1998 by and among New Plan Realty Trust, the
Lenders party thereto and The Bank of New York, as agent,
filed as Exhibit 10.3 to the Annual Report on Form 10-K of
New Plan Realty Trust for the fiscal year ended July 31, 1998.
*10.29 Assumption and Substitution Agreement, dated as of September
28, 1998 by and among the Company, New Plan Realty Trust, the
Lenders party thereto and The Bank of New York, as agent,
filed as Exhibit 10.4 to the Annual Report on Form 10-K of
New Plan Realty Trust for the fiscal year ended July 31, 1998.
10.30 First Amended and Restated Revolving Credit Agreement, dated
as of March 31, 1998, among the Company, BankBoston, N.A., the
Other Banks which are or may become parties to the Agreement
and BankBoston, N.A., as agent.
*10.31 Distribution Agreement, dated as of March 31, 1998, by and
among the Company, ERT Development Corporation and Excel
Legacy Corporation filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated April 2, 1998.
*10.32 Administrative Services Agreement, dated as of March 31, 1998,
by and between the Company and Excel Legacy Corporation, filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K
dated April 2, 1998.
*10.33 Intercompany Agreement, dated as of March 31, 1998, by and
between the Company and Excel Legacy Corporation, filed as
Exhibit 10.2 to the Company's Current Report on Form 8-K dated
April 2, 1998.
*10.34 Tax Sharing Agreement, dated as of March 31, 1998, by and
between the Company and Excel Legacy Corporation, filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K dated
April 2, 1998.
*10.35 Transitional Services Agreement, dated as of March 31, 1998,
by and between the Company and Excel Legacy Corporation, filed
as Exhibit 10.4 to the Company's Current Report on Form 8-K
dated April 2, 1998.
*10.36 Agreement and Plan of Merger, dated May 14, 1998, as amended
as of August 7, 1998, among the Company, ERT Merger Sub, Inc.
and New Plan Realty Trust, filed as Exhibit 2.1 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
*10.37 Rights Agreement, dated as of May 15, 1998, between the
Company and BankBoston, N.A., filed as Exhibit 4 to the
Company's Report on Form 8-A dated May 22, 1998.
*10.38 Senior Securities Indenture, dated as of February 3, 1999,
among the Company, New Plan Realty Trust, as guarantor, and
State Street Bank and Trust Company, as Trustee, filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
February 3, 1999.
10.39 Employment Agreement, dated as of September 17, 1998, by and
between the Company and William Newman.
34
37
*10.40 Employment Agreement, dated as of May 14, 1998, by and between
the Company and Arnold Laubich, filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
*10.41 Employment Agreement, dated as of May 14, 1998, by and between
the Company and Gary B. Sabin, filed as Exhibit 10.2 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
10.42 First Amendment to Employment Agreement, dated as of September
25, 1998, by and between the Company and Gary B. Sabin.
10.43 Employment Agreement, dated as of September 25, 1998, by and
between the Company and James M. Steuterman.
10.44 Employment Agreement, dated as of September 25, 1998, by and
between the Company and Richard B. Muir.
10.45 Employment Agreement, dated as of September 25, 1998, by and
between the Company and Steven F. Siegel.
*10.46 Support Agreement, dated as of May 14, 1998, by William Newman
to the Company, filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
*10.47 Support Agreement, dated as of May 14, 1998, by Arnold Laubich
to the Company, filed as Exhibit 10.5 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
*10.48 Support Agreement, dated as of May 14, 1998, by Gary B. Sabin
to the Company, filed as Exhibit 10.6 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
10.49 Unconditional Guaranty of Payment and Performance, dated as of
January 13, 1999, by the Company.
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP.
27(1) Financial Data Schedule.
- ----------
*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.
35
38
(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.
36
39
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
----------
PAGE
----
1. CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Accountants................................................F-2
Consolidated Balance Sheets
December 31, 1998, July 31, 1998, and July 31, 1997...........................F-3
Consolidated Statements of Income for the Five Months Ended
December 31, 1998 and the Twelve Months Ended
July 31, 1998, 1997, and 1996.................................................F-4
Consolidated Statements of Changes in Stockholders' Equity for the Five
Months Ended December 31, 1998 and the Twelve Months Ended
July 31, 1998, 1997, and 1996.................................................F-5
Consolidated Statements of Cash Flows for the Five Months Ended
December 31, 1998 and the Twelve Months Ended
July 31, 1998, 1997, and 1996.................................................F-6
Notes to Consolidated Financial Statements.......................................F-7
2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:
Schedule II - Valuation and Qualifying Accounts.................................F-23
Schedule III - Real Estate and Accumulated Depreciation.........................F-24
Schedule IV - Mortgage Loans on Real Estate.....................................F-50
F-1
40
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of New Plan Excel Realty Trust, Inc.
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of New
Plan Excel Realty Trust, Inc. and subsidiaries as of December 31, 1998, July 31,
1998 and July 31, 1997, and the results of their operations and their cash flows
for the five months ended December 31, 1998 and for each of the three years in
the period ended July 31, 1998 in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedules
listed in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audit of
these financial statements and financial statement schedules in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers, LLP
San Diego, California
March 2, 1999
F-2
41
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
----------
DECEMBER 31, JULY 31, JULY 31,
1998 1998 1997
----------- ----------- -----------
ASSETS
Real estate:
Land $ 545,400 $ 272,176 $ 232,502
Buildings and improvements 2,280,069 1,180,562 1,045,273
Accumulated depreciation (158,021) (136,978) (105,866)
----------- ----------- -----------
Net real estate 2,667,448 1,315,760 1,171,909
Cash and cash equivalents 13,951 26,284 42,781
Marketable securities 1,700 1,787 2,034
Receivables:
Trade, less allowance for bad debts of $11,636, $7,926 and $5,581
at December 31 and July 31, 1998 and 1997, respectively23,422 23,422 14,025 12,035
Other 16,621 1,376 1,464
Mortgage and notes receivable 150,123 13,878 23,107
Prepaid expenses and deferred charges 6,181 7,823 5,000
Other assets 15,100 3,592 2,814
----------- ----------- -----------
$ 2,894,546 $ 1,384,525 $ 1,261,144
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages payable, including unamortized premium of $12,345,
$0 and $0 at December 31 and July 31, 1998 and
July 31, 1997, respectively $ 388,185 $ 114,099 $ 65,573
Notes payable, net of unamortized discount of $1,141, $1,211 and
$1,366 at December 31 and July 31, 1998 and July 31, 1997,
respectively 489,235 462,789 412,634
Credit facilities 200,500 -- --
Capital leases 27,351 -- --
Other liabilities 45,909 37,520 33,359
Tenant security deposits 7,141 5,590 4,623
----------- ----------- -----------
Total liabilities 1,158,321 619,998 516,189
----------- ----------- -----------
Minority interest in partnership 40,651 -- --
----------- ----------- -----------
Commitments and contingencies -- -- --
Stockholders' equity:
Preferred stock, $.01 par value, 25,000 shares authorized: 4,600 shares
designated as 8 1/2% Series A Cumulative Convertible Preferred, 2,124, 0,
and 0 shares outstanding at December 31 and July 31, 1998, and July 31,
1997, respectively; 6,300 depository shares, each representing 1/10 of
one share of 8 5/8% Series B Cumulative Redeemable Preferred, 630, 0 and
0 shares outstanding at December 31 and July 31, 1998 and 1997,
respectively; 1,500 depository shares, each representing 1/10 of one
share of Series D Cumulative Voting Step-Up Premium Rate Preferred, 150
shares outstanding at December 31 and July 31 1998 and July 31, 199729 29 72,775 72,775
Common stock, $.01 par value, 250,000 shares authorized;
88,384, 0 , and 0 shares issued and outstanding as of
December 31 and July 31, 1998 and July 31, 1997, respectively884 884 -- --
Shares of beneficial interest, no par value; 0, 0 and 59,874
shares outstanding at December 31 and July 31, 1998 and
July 31, 1997, respectively -- 759,853 738,011
Additional paid-in capital 1,735,207 -- --
Loans receivable for purchase of shares of beneficial interest(2,022) (2,022) (2,306) (2,814)
Accumulated other comprehensive income 726 813 1,057
Accumulated distributions in excess of net income (39,250) (66,608) (64,074)
----------- ----------- -----------
Total stockholders' equity 1,695,574 764,527 744,955
----------- ----------- -----------
$ 2,894,546 $ 1,384,525 $ 1,261,144
=========== =========== ===========
The accompanying notes are an integral part
of the financial statements.
F-3
42
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
THE TWELVE MONTHS ENDED JULY 31, 1998, 1997, AND 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
----------
DECEMBER 31, JULY 31, JULY 31, JULY 31,
1998 1998 1997 1996
------------ ------------ ------------ ------------
Revenues:
Rental income and related revenues $ 150,411 $ 246,309 $ 202,093 $ 162,821
Interest, dividend and other income 5,510 3,950 4,728 4,785
------------ ------------ ------------ ------------
Total revenues 155,921 250,259 206,821 167,606
------------ ------------ ------------ ------------
Expenses:
Operating costs 32,764 61,417 52,584 39,531
Real estate and other taxes 13,456 22,850 18,449 15,788
Interest 27,168 36,815 28,256 17,561
Depreciation and amortization 21,366 31,622 25,006 20,004
Provision for doubtful accounts 2,825 4,171 3,283 1,984
General and administrative 2,114 2,770 2,203 2,616
------------ ------------ ------------ ------------
Total expenses 99,693 159,645 129,781 97,484
------------ ------------ ------------ ------------
Income before real estate sales and
minority interest 56,228 90,614 77,040 70,122
Gain (loss) on sale of real estate and securities 34 (41) (3) 399
Minority interest in income of partnership (457) -- -- --
------------ ------------ ------------ ------------
Net income 55,805 90,573 77,037 70,521
Unrealized gain (loss) on securities reported (87) (244) 414 461
------------ ------------ ------------ ------------
Comprehensive income $ 55,718 $ 90,329 $ 77,451 $ 70,982
============ ============ ============ ============
Basic earnings per share $ 0.63 $ 1.43 $ 1.31 $ 1.25
============ ============ ============ ============
Diluted earnings per share $ 0.62 $ 1.42 $ 1.30 $ 1.25
============ ============ ============ ============
The accompanying notes are an integral part of the
financial statements.
F-4
43
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
THE TWELVE MONTHS ENDED JULY 31, 1998, 1997, AND 1996
(IN THOUSANDS)
----------
SHARES OF BENEFICIAL
INTEREST/
PREFERRED STOCK COMMON STOCK NOTES
NUMBER AMOUNT NUMBER AMOUNT RECEIVABLE
----------- ----------- ----------- ----------- -----------
Balance at July 31, 1995 -- $ -- 53,262 $ 622,562 $ (3,370)
Net income -- -- -- -- --
Dividends paid -- -- -- -- --
Dividend reinvestment -- -- 738 15,126 --
Exercise of stock options -- -- 9 165 --
Repayment of loans -- -- -- -- 286
Unrealized holding gain on marketable securities -- -- -- -- --
Issuance of preferred shares -- -- 4,060 81,227 --
----------- ----------- ----------- ----------- -----------
Balance at July 31, 1996 -- $ -- 58,069 $ 719,080 $ (3,084)
Net income -- -- -- -- --
Dividends paid -- -- -- -- --
Dividend reinvestment -- -- 750 16,475 --
Exercise of stock options -- -- 115 2,456 --
Repayment of loans -- -- -- -- 270
Unrealized holding gain on marketable securities- -- -- -- -- --
Issuance of preferred shares 150 72,775 -- -- --
----------- ----------- ----------- ----------- -----------
Balance at July 31, 1997 150 72,775 58,934 738,011 (2,814)
Net income -- -- -- -- --
Dividends paid -- -- -- -- --
Dividend reinvestment -- -- 765 18,197 --
Exercise of stock options -- -- 175 3,645 --
Repayment of loans -- -- -- -- 508
Accumulated other comprehensive income -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance at July 31, 1998 150 72,775 59,874 759,853 (2,306)
Net income -- -- -- -- --
Dividends paid -- -- -- -- --
Dividend reinvestment -- -- 235 4,373 --
Repayment of loans -- -- -- -- 284
Merger transactions 2,755 (72,746) 28,275 (763,342) --
Unrealized holding loss on marketable securities -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 2,905 $ 29 88,384 $ 884 $ (2,022)
=========== =========== =========== =========== ===========
ACCUMULATED ACCUMULATED
ADDITIONAL OTHER DISTRIBUTIONS TOTAL
PAID-IN COMPREHENSIVE IN EXCESS OF STOCKHOLDERS'
CAPITAL INCOME NET INCOME EQUITY
----------- ------------- ------------- -------------
Balance at July 31, 1995 $ -- $ 182 $ (48,845) $ 570,529
Net income -- -- 70,521 70,521
Dividends paid -- -- (78,962) (78,962)
Dividend reinvestment -- -- -- 15,126
Exercise of stock options -- -- -- 165
Repayment of loans -- -- -- 286
Unrealized holding gain on marketable securities -- 461 -- 461
Issuance of preferred shares -- -- -- 81,227
----------- ----------- ----------- -----------
Balance at July 31, 1996 $ -- $ 643 $ (57,286) $ 659,353
Net income -- -- 77,037 77,037
Dividends paid -- -- (83,825) (83,825)
Dividend reinvestment -- -- -- 16,475
Exercise of stock options -- -- -- 2,456
Repayment of loans -- -- -- 270
Unrealized holding gain on marketable securities- -- 414 -- 414
Issuance of preferred shares -- -- -- 72,775
----------- ----------- ----------- -----------
Balance at July 31, 1997 -- 1,057 (64,074) 744,955
Net income -- -- 90,573 90,573
Dividends paid -- -- (93,107) (93,107)
Dividend reinvestment -- -- -- 18,197
Exercise of stock options -- -- -- 3,645
Repayment of loans -- -- -- 508
Accumulated other comprehensive income -- (244) -- (244)
----------- ----------- ----------- -----------
Balance at July 31, 1998 -- 813 (66,608) 764,527
Net income -- -- 55,805 55,805
Dividends paid -- -- (28,447) (28,447)
Dividend reinvestment -- -- -- 4,373
Repayment of loans -- -- -- 284
Merger transactions 1,735,207 -- -- 899,119
Unrealized holding loss on marketable securities -- (87) -- (87)
----------- ----------- ----------- -----------
Balance at December 31, 1998 $ 1,735,207 $ 726 $ (39,250) $ 1,695,574
=========== =========== =========== ===========
The accompanying notes are an integral part of the financial statements.
F-5
44
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
THE TWELVE MONTHS ENDED JULY 31, 1998, 1997, AND 1996
(IN THOUSANDS)
----------
DECEMBER 31 JULY 31, JULY 31, JULY 31,
1998 1998 1997 1996
----------- ----------- ----------- -----------
Cash flows from operating activities:
Net income $ 55,805 $ 90,573 $ 77,037 $ 70,521
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization 21,366 31,622 25,006 20,004
Provision for bad debts 2,825 4,171 3,283 1,984
(Gain) loss on sale of properties, net (34) 67 10 (540)
(Gain) loss on sale of securities, net -- (26) (7) 141
Minority interest in income of partnership457 457 -- -- --
Equity in loss of affiliate 1,123 -- -- --
Cash received in connection with the Merger4,892 4,892 -- -- --
Changes in operating assets and liabilities, net:
Change in trade and notes receivable (6,673) (6,161) (3,733) (6,706)
Change in other receivables (13,257) 88 (355) 13
Change in other liabilities (18,076) 4,161 3,475 8,239
Change in net sundry assets and liabilities 3,152 (2,988) 605 (250)
----------- ----------- ----------- -----------
Net cash provided by operating activities 51,580 121,507 105,321 93,406
----------- ----------- ----------- -----------
Cash flows from investing activities:
Real estate acquisitions and building improvements (34,959) (123,036) (282,607) (186,008)
Proceeds from real estate sales 329 (67) 3,862 3,474
Advances for notes receivable, net (26,948) -- -- --
Repayments of mortgage notes receivable 479 9,229 491 821
Sales of marketable securities -- 29 484 4,274
Purchases of marketable securities -- (1) (2) --
----------- ----------- ----------- -----------
Net cash used in investing activities (61,099) (113,846) (277,772) (177,439)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds from mortgages and notes payable135,500 135,500 50,000 235,144 29,500
Principal payments of mortgages and notes payable (113,427) (3,401) (32,362) (10,898)
Distributions paid (28,934) (93,107) (83,825) (78,962)
Minority interest distributions paid (910) -- -- --
Issuance of preferred stock -- -- 72,775 --
Issuance of common stock/beneficial interest4,673 4,673 21,842 18,931 96,518
Repayment of loans receivable for the purchase of
common stock 284 508 269 286
----------- ----------- ----------- -----------
Net cash (used in) provided by financing
activities (2,814) (24,158) 210,932 36,444
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents (12,333) (16,497) 38,481 (47,589)
Cash and cash equivalents at beginning of year 26,284 42,781 4,300 51,889
----------- ----------- ----------- -----------
Cash and cash equivalents at end of year $ 13,951 $ 26,284 $ 42,781 $ 4,300
=========== =========== =========== ===========
The accompanying notes are an integral part of the
financial statements.
F-6
45
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
----------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION
Excel Realty Trust, Inc. ("Excel") was formed in 1985 and subsequently
reincorporated as a Maryland corporation. New Plan Realty Trust (the
"Trust") was organized in 1972 as a Massachusetts business trust. On
September 28, 1998, Excel and the Trust consummated a merger pursuant to
an Agreement and Plan of Merger dated as of May 14, 1998, as amended as of
August 7, 1998 (the "Merger Agreement"), whereby ERT Merger Sub, Inc., a
wholly owned subsidiary of Excel, was merged with and into the Trust with
the Trust surviving as a wholly owned subsidiary of Excel (the "Merger").
The Merger was approved by the stockholders of Excel and the shareholders
of the Trust at special meetings held on September 25, 1998. In connection
with the consummation of the Merger, Excel changed its name to "New Plan
Excel Realty Trust, Inc." (the "Company"). The Company is operated as a
self-administered, self-managed real estate investment trust ("REIT").
CHANGE IN FISCAL YEAR
As discussed in Note 2 below, the Merger has been treated as a purchase by
the Trust of the assets and liabilities of Excel using the purchase method
of accounting in the accompanying consolidated financial statements.
Because the Trust, as the accounting acquiror, had a fiscal year end of
July 31, immediately following the Merger the Company and the Trust
adopted a fiscal year end of December 31, beginning with a short fiscal
year ending on December 31, 1998.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company, its wholly owned subsidiaries and Excel Realty Partners,
L.P., a Delaware limited partnership ("ERP"). All significant intercompany
transactions and balances have been eliminated. The Company uses the
equity method to account for its investment in ERT Development
Corporation, a Delaware corporation ("EDV") (Note 6).
INCOME TAXES
The Company has elected to be treated as a REIT under Sections 856 through
860 of the Internal Revenue Code of 1986. In order to maintain its
qualification as a REIT, among other things, the Company must distribute
at least 95% of its REIT taxable income to its stockholders and meet
certain tests regarding the nature of its income and assets. As a REIT,
the Company is not subject to federal income tax with respect to that
portion of its income which meets certain criteria and is distributed
annually to the stockholders. Accordingly, no provision for federal income
taxes is included in the accompanying consolidated financial statements.
The Company 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.
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 Company believes it mitigates its risk by investing
in or through major financial institutions. Recoverability of investments
is dependent upon the performance of the issuer.
Continued F-7
46
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
REAL ESTATE
Land, buildings and building improvements are recorded at cost.
Depreciation is computed using the straight-line method over estimated
useful lives of 40 years for buildings and 5 to 40 years for building
improvements. Expenditures for maintenance and repairs are charged to
expense as incurred and significant renovations are capitalized.
The Company assesses whether there has been a permanent impairment in the
value of its real estate by comparing its carrying amount to the aggregate
future cash flows. Such cash flows consider factors such as expected
future operating income, trends and prospects, as well as the effects of
demand, competition and other economic factors. Such factors include a
lessee's ability to pay rent under the terms of the lease. If a property
is leased at a significantly lower rent, the Company may recognize a
permanent impairment loss if the income stream is not sufficient to
recover its investment.
DEFERRED LEASING AND LOAN ACQUISITION COSTS
Costs incurred in obtaining tenant leases are amortized on the
straight-line method over the terms of the related leases. Costs incurred
in obtaining long-term financing are amortized and charged to interest
expense over the terms of the related debt agreements.
REVENUE RECOGNITION
Rental revenue is recognized on the straight-line basis, which averages
minimum rents over the terms of the leases. Certain of the leases provide
for additional rental revenue by way of percentage rents to be paid based
upon the level of sales achieved by the lessee. These percentage rents are
recorded on the accrual basis and are included on the Consolidated
Statements of Income in rental income and related revenues. The leases
also typically provide for tenant reimbursement of common area maintenance
and other operating expenses which are also included as rental income and
related revenues.
NET INCOME PER SHARE OF COMMON STOCK
Basic earnings per share ("EPS") is computed by dividing income available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS is computed giving effect to all
dilutive potential common shares that were outstanding during the period.
Dilutive potential common shares consist of the incremental common shares
issuable upon the conversion of convertible preferred stock (using the "if
converted" method), exercise of stock options and upon conversion of ERP
limited partnership interests for all periods.
USE OF 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 and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the period. Actual results could differ from those
estimates. The most significant assumptions and estimates relate to
depreciable lives, valuation of real estate and the recoverability of
mortgage notes and trade accounts receivables.
Continued F-8
47
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
RECLASSIFICATIONS
Certain reclassifications have been made to the consolidated financial
statements at July 31, 1998 and 1997, and for the twelve months ended July
31, 1998, 1997 and 1996 in order to conform with the current period's
presentation.
INTERNAL SOFTWARE COSTS
Any costs associated with modifying computer software for Year 2000
compliance are expensed as incurred.
2. MERGER:
As provided in the Merger Agreement, Excel paid a 20% stock dividend prior
to the Merger. In connection with the Merger, each share of beneficial
interest, no par value, of the Trust was converted into one share of
common stock, par value $.01 per share, of the Company, and each 7.8%
Series A Cumulative Step-Up Premium Rate Preferred Share, par value $1.00
per share, of the Trust was converted into one share of 7.8% Series D
Cumulative Voting Step-Up Premium Rate Preferred Stock, par value $.01 per
share, of the Company ("Series D Preferred Stock"). The Company issued an
aggregate of approximately 60,000,000 shares of common stock and 150,000
shares of Series D Preferred Stock (represented by 1,500,000 depositary
shares, each of which represents a one-tenth fractional interest in a
share of Series D Preferred Stock) to the Trust's shareholders in the
Merger.
The Merger has been treated as a purchase by the Trust of the assets and
liabilities of Excel using the purchase method of accounting in the
accompanying consolidated financial statements. This treatment was
applied because the shareholders of the Trust immediately prior to the
Merger owned approximately 65% of the Company common stock outstanding
immediately following the Merger, and the members of the Board of Trustees
of the Trust immediately prior to the Merger comprised nine of 15 members
of the Board of Directors of the Company immediately following the Merger.
As a result of the Merger, the Trust is a wholly owned subsidiary of the
Company.
The accompanying consolidated financial statements reflect the results of
the Trust prior to the Merger and reflect the reverse purchase of the
Company as of September 28, 1998 and the results of operations for the
combined entity from September 28, 1998 to December 31, 1998. In addition,
all information regarding per share information prior to the Merger have
been restated to reflect the conversion of shares of beneficial interest
in the Trust into common stock of the Company. The Trust valued the equity
of the Company (assets net of liabilities) at $899,118,300, based upon the
market value at the execution of the Merger Agreement of Trust shares of
beneficial interest into which outstanding Excel shares of common stock
could be converted. Additionally, the Company incurred costs of $6,400,000
related to the Merger.
SHARES VALUE TOTAL
SECURITY OUTSTANDING PER SHARE CONSIDERATION
- -------- ----------- --------- -------------
Common stock 28,146,906 $ 24.20 $ 681,155,125
Series A preferred stock 2,124,980 28.75 61,093,175
Series B preferred stock
(depository shares) 6,300,000 24.90 156,870,000
---------------
$ 899,118,300
===============
Real estate $ 1,332,715,400
Other assets 136,864,400
Mortgage and notes payable (501,400,600)
Other liabilities (27,957,000)
Minority interest (41,103,900)
---------------
Allocation of purchase price $ 899,118,300
===============
Continued F-9
48
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
2. MERGER, CONTINUED:
The following unaudited pro forma information for the five months ended
December 31, 1998 and December 31, 1997 has been presented as if the
Merger had been consummated on August 1, 1998 and 1997, respectively. The
unaudited pro forma information is not necessarily indicative of what the
actual results of operations of the Company would have been had the Merger
actually occurred on August 1, 1998 and 1997 (in thousands):
FIVE MONTHS ENDED FIVE MONTHS ENDED FIVE MONTHS ENDED FIVE MONTHS ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1997
(ACTUAL) (PRO FORMA) (ACTUAL) (PRO FORMA)
----------------- ----------------- ----------------- -----------------
Total revenues $ 155,921 $ 179,092 $ 100,457 $ 150,230
Expenses:
Operating costs 32,764 32,233 25,325 30,014
Real estate and other taxes 13,456 15,655 9,047 12,466
Interest 27,168 32,339 14,309 24,374
Depreciation and amortization 21,366 25,644 12,544 22,228
Provision for doubtful accounts 2,825 2,884 1,675 2,164
General and administrative 2,114 2,849 1,143 2,384
------------ ------------ ------------ ------------
Total expenses 99,693 111,604 64,043 93,630
Sale of real estate/securities 34 34 (67) (67)
Minority interest (457) (739) -- (624)
------------ ------------ ------------ ------------
Net income $ 55,805 $ 66,783 $ 36,347 $ 55,909
============ ============ ============ ============
Net income per share:
Basic $ 0.63 $ 0.66 $ 0.62 $ 0.60
============ ============ ============ ============
Diluted $ 0.62 $ 0.64 $ 0.61 $ 0.58
============ ============ ============ ============
3. MARKETABLE SECURITIES:
The Company has classified all investments in equity securities as
available-for-sale. All investments are recorded at current market value
with an offsetting adjustment to stockholders' equity (in thousands):
DECEMBER 31, JULY 31, JULY 31,
1998 1998 1997
------------ -------- --------
Amortized cost/basis $ 974 $ 974 $ 977
Unrealized holdings gains 726 813 1,057
-------- -------- --------
Fair value $ 1,700 $ 1,787 $ 2,034
======== ======== ========
The weighted average method is used to determine realized gain or loss on
securities sold. The fair value of marketable securities is based upon
quoted market prices as of December 31, 1998 and July 31, 1998 and July
31, 1997, respectively.
Continued F-10
49
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
4. MORTGAGES AND NOTES RECEIVABLE
The Company had the following mortgages and notes receivable, including
notes from affiliates (in thousands):
DECEMBER 31, JULY 31, JULY 31,
1998 1998 1997
------------ ------------ ------------
Notes from EDV, interest at 14% per annum,
collateralized by EDV assets. Due on demand $ 100,058 $ -- $ --
Notes from development companies, monthly interest
from 11% to 12% per annum. Maturity dates vary
depending upon the completion or sale of certain
properties 25,169 -- --
Note from a development company, interest at 25%
compounded monthly, payable in Canadian dollars
Due May 2003 10,439 -- --
Purchase money first mortgages, interest at 7.2% to
10%. Due 1999 to 2001 10,738 11,480 21,980
Leasehold mortgages, interest at 10% to 12%
Due 2008 2,460 2,186 890
Other 1,259 212 237
------------ ------------ ------------
Total $ 150,123 $ 13,878 $ 23,107
============ ============ ============
Interest and principal payments from EDV are primarily received upon the
completion of development projects. Interest receivable from EDV was
$6,488,000, $0 and $0 at December 31, 1998, July 31, 1998 and July 31,
1997, respectively.
The Company has notes receivable in the total amount of Canadian
$16,050,000 (US $10,439,000 at December 31, 1998) from a Canadian company
which used the proceeds to acquire a 50% joint venture interest in a
mixed-use commercial building known as "Atrium on the Bay", and an
adjacent land parcel in Toronto, Canada. The loan is collateralized by the
Canadian company's interest in the building.
The Company established $25,680,000 in credit facilities to certain
developers. The total outstanding amounts on the credit facilities of
$24,669,000 carry interest at 11% to 12%, are collateralized by real
estate, and are payable on the earlier of the sale of real estate or seven
years.
Continued F-11
50
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
5. OTHER RECEIVABLES:
At December 31, 1998, $15,619,000 of the other receivables on the
accompanying balance sheet represents interest and dividends receivable,
most of which was interest receivable related on notes from EDV, and
development companies, including the note related to the Canadian company
as discussed in Note 4.
6. INVESTMENTS:
EXCEL REALTY PARTNERS, L.P.
In 1995, ERP was formed to own and manage certain real estate properties.
The Company is the sole general partner of ERP and is entitled to receive
99% of all net income and gains before depreciation, if any, after the
limited partners receive their stipulated distributions. Properties have
been contributed to ERP in exchange for limited partnership units (which
may be redeemed at stipulated prices for cash or the issuance of the
Company common shares at the Company's option) and cash. These units can
convert to Company shares at exchange ratios from 1.0 to 1.4 Company
shares for each unit. At December 31, 1998, there were approximately
3,231,000 limited partner units outstanding of which the Company owned
approximately 1,525,000 units. Quarterly distributions approximate
$774,000 for units held by third parties.
ERT DEVELOPMENT CORPORATION
In 1995, EDV was organized to finance, acquire, develop, hold and sell
real estate in the short-term for capital gains and/or receive fee income.
The Company owns 100% of the outstanding preferred shares of EDV. The
preferred shares receive 95% of dividends, if any. Cash requirements to
facilitate EDV's transactions have primarily been obtained through
borrowings from the Company. Summary unaudited financial information for
EDV is as follows (in thousands). Only a three-month period of operations
is shown because the Company's consolidated financial statements only
reflect the operations of EDV since the Merger date of September 28, 1998:
DECEMBER 31,
1998
------------
BALANCE SHEET
Notes receivable from developers, interest at 10% to 20% $ 61,108
Net real estate and other assets 53,353
------------
Total assets $ 114,461
============
Notes payable to New Plan Excel Realty Trust, Inc. $ 100,058
Other liabilities 7,071
------------
Total liabilities 107,129
Total stockholders' equity 7,332
------------
Total liabilities and stockholders' equity $ 114,461
============
Continued F-12
51
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
6. INVESTMENTS, CONTINUED:
ERT DEVELOPMENT CORPORATION
THREE MONTHS ENDED
DECEMBER 31,
1998
------------------
STATEMENT OF INCOME
Total revenues $ 2,019
Interest expense to New Plan Excel Realty Trust, Inc. (2,764)
Other expenses (378)
-------
Net loss $(1,123)
=======
EDV's receivables include loans of approximately $29,678,000 made to a
joint venture partnership under a loan commitment related to a retail
development project in Florida. The joint venture obtained a construction
loan which is expected to total approximately $100,000,000, of which
$45,000,000 is guaranteed by the Company. EDV also has an investment in a
joint venture related to retail development project in Texas. The Company
has guaranteed $68,000,000 of the construction loan on the project, which
has a loan balance of $32,806,000 at December 31, 1998.
7. MORTGAGES PAYABLE:
Mortgages are collateralized by real estate and an assignment of rents. As
of December 31, 1998, mortgages payable bear interest at rates ranging
from 3.5% to 10.75%, having a weighted average of 7.7% per annum and
maturity dates from 1999 to 2021. The principal payments required to be
made on mortgages payable (excluding $12,345,000 of unamortized premium)
are as follows (in thousands):
YEAR
----
1999 $ 52,395
2000 52,331
2001 43,488
2002 22,432
2003 23,598
Thereafter 181,596
--------
$375,840
========
8. CREDIT FACILITIES:
The Company has a revolving credit facility of up to $250,000,000 in
unsecured advances from a group of banks. The facility expires on December
31, 1999 and bears an interest rate of 120 basis points over LIBOR. At
December 31, 1998, the Company had $150,500,000 outstanding under this
facility. The covenants of the credit facility include maintaining certain
ratios such as liabilities to assets of less than 50% and maintaining a
minimum interest coverage of 2 to 1. The Company also has an unsecured
revolving credit of up to $50,000,000 through November 1999, all of which
was outstanding at December 31, 1998.
Continued F-13
52
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
9. NOTES PAYABLE (IN THOUSANDS):
DESCRIPTION FACE AMOUNT DUE DATE DECEMBER 31, 1998 JULY 31, 1998 JULY 31, 1997
- ----------- ----------- -------- ----------------- ------------- -------------
7.75% Senior notes, effective
interest rate 7.95%, net of
unamortized discount; December
31, 1998 - $957; July 31, 1998
and 1997 - $1,019 and $1,132,
respectively $100,000 2005 $ 99,043 $ 98,981 $ 98,868
6.80% Senior unsecured notes,
effective interest rate 6.87%, net
of unamortized discount;
December 31, 1998 - $184; July
31, 1998 and 1997 - $192 and
$234, respectively 81,000 2002 80,816 80,808 80,766
6.875% Senior unsecured notes,
effective interest rate 6.982% 75,000 2004 75,000 -- --
7.97% unsecured notes 10,000 2026 10,000 10,000 10,000
Variable rate unsecured notes 49,000 1999 49,000 49,000 49,000
Variable rate unsecured notes 10,000 -- -- 10,000 10,000
5.95% unsecured notes 49,000 -- -- 49,000 49,000
7.65% unsecured notes 25,000 2026 25,000 25,000 25,000
7.68% unsecured notes 20,000 2026 20,000 20,000 20,000
Variable rate unsecured notes 40,000 2000 40,000 40,000 40,000
7.35% unsecured notes 30,000 2007 30,000 30,000 30,000
6.9% unsecured notes 50,000 2028 50,000 50,000 --
Variable rate unsecured notes 10,376 1999-2000 10,376 -- --
-------- -------- --------
Total $489,235 $462,789 $412,634
======== ======== ========
The Notes are uncollateralized and subordinate to mortgages payable and
rank equally with debt under the revolving credit facilities. 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 five
months ended December 31, 1998, $170 of amortized discount and issuing
costs were included in interest expense. The principal payments (excluding
$1,141 of unamortized discount) required to be made on notes payable are
as follows (in thousands):
YEAR
----
1999 $ 49,376
2000 50,000
2001 -
2002 81,000
2003 -
Thereafter 310,000
--------
$490,376
========
Continued F-14
53
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
10. CAPITAL LEASES:
The Company owns a leasehold interest in three shopping centers in
California ("Master Leased Centers"). The term of the leases are
thirty-four years and the monthly lease payment is $201,000. In
addition, the Company has purchased the option to acquire fee title to
the Master Leased Centers, exercisable at various times during the terms
of the respective leases. The owner of one of the Master Leased Centers
has the option to require the Company to purchase the property after the
occurrence of certain events. There are no principal payments due on the
leases until a Master Leased Center is acquired.
11. OTHER LIABILITIES (IN THOUSANDS):
DECEMBER 31, JULY 31, JULY 31,
1998 1998 1997
------------ ------- -------
Property and other taxes payable $11,839 $10,523 $ 9,289
Interest payable 8,771 9,712 7,779
Accounts payable 5,442 3,362 2,096
Accrued construction costs 4,521 4,789 4,872
Deferred rent expense and rents received in advance 4,013 1,108 1,337
Amounts due seller of property 1,823 1,952 1,467
Accrued professional and personnel costs 1,767 1,239 1,666
Acquisition costs 806 1,120 1,884
Other 6,927 3,715 2,969
------- ------- -------
Total $45,909 $37,520 $33,359
======= ======= =======
12. ENVIRONMENTAL MATTERS:
Under various federal, state and local laws, ordinances and regulations,
the Company may be considered an owner or operator of real property or may
have arranged for the disposal or treatment of hazardous or toxic
substances and, therefore, may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property
or disposed of by it, as well as certain other potential costs which could
relate to hazardous or toxic substances (including governmental fines and
injuries to persons and property). Such liability may be imposed whether
or not the Company knew of, or was responsible for, the presence of such
hazardous or toxic substances. Except as discussed below, the Company is
not aware of any significant environmental condition at any of its
properties.
Soil and groundwater contamination exists at certain of the Company's
properties. The Company currently estimates that the total cumulative cost
of remediation for these properties will be approximately $2.8 million to
$6.5 million. In connection with certain of these properties, the Company
has entered into certain remediation and indemnity agreements, which
obligate the prior owners of certain of the properties (including in some
cases, principals of the prior owners) to perform the remediation and to
indemnify the Company for any losses the Company may suffer because of the
contamination or remediation. Although there can be no assurance that the
remediation estimates of the Company will prove accurate or that the prior
owners will perform their obligations under the remediation and indemnity
agreements, the Company does not expect the environmental conditions at
these properties to have a material adverse effect on the Company. The
Company has also identified asbestos minerals relating to spray-applied
fireproofing materials at certain properties. Included in other
liabilities in the Company's Consolidated Balance Sheet at December 31,
1998 is $3.2 million related to the clean-up of these asbestos minerals.
Continued F-15
54
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
13. LEASE AGREEMENTS:
The Company 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 Company. 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 (in thousands):
YEAR
----
1999 $ 1,022
2000 990
2001 1,171
2002 1,125
2003 1,337
Thereafter 11,395
--------
$ 17,040
========
For the year ended July 31, 1998, the lease for office space included
contingent rentals for real estate tax escalations and operating expense
in the amount of $10,000. There were no contingent rentals for the five
months ended December 31, 1998 or for the years ended July 31, 1998, 1997,
and 1996. In addition, ground leases provide for fixed rent escalations
and renewal options.
14. STOCKHOLDERS' EQUITY:
PREFERRED STOCK
Holders of the 8 1/2% Series A Cumulative Convertible Preferred Stock (the
"Preferred A Shares") are entitled to an annual distribution of $2.125 per
share and are convertible into common shares at a price of $26.06 per
share. The Preferred A Shares rank senior to the Company's common stock
and are on a parity with the other preferred shares with respect to the
payment of dividends and amounts payable upon liquidation, dissolution or
winding down of the Company.
The Company has outstanding 6,300,000 depositary shares each representing
1/10 of a share of 8 5/8% Series B Cumulative Redeemable Preferred Stock
(the "Preferred B Shares"). Holders of the Preferred B Shares are entitled
to an annual dividend equal to $2.15625, payable quarterly.
The Company also has 1,500,000 depositary shares outstanding, each
representing a 1/10 fractional interest in a share of 7.8% Series D
Cumulative Voting Step-Up Premium Rate Preferred Stock (the "Preferred D
Shares"), which are redeemable at the option of the Company on or after
June 2007 at a liquidation preference of $500 per share. The Preferred D
Shares pay dividends quarterly at the rate of 7.8% of the liquidation
preference per annum through September 2012 and at the rate of 9.8% of the
liquidation preference per annum thereafter.
Continued F-16
55
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
14. STOCKHOLDERS' EQUITY, CONTINUED:
OPTIONS
The Company has the following stock option plans (the "Plans") pursuant to
which options have been granted to purchase shares of common stock of the
Company (the "Shares") to officers, directors, and certain key employees
of the Company: (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"), (iv)
the 1991 Stock Option Plan (the "1991 Plan"), (v) the 1993 Employee Plan
(the "1993 Plan"), (vi) the 1994 Directors Plan (the "1994 Plan") and
(vii) the 1997 Stock Option Plan (the "1997 Plan"). The exercise price of
a share pursuant to each of the Plans is required to be no less than the
fair market value of a share on the date of grant. Under the 1985 Plan and
the 1991 and 1997 Plans (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 and 1997 Plans, 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 second
anniversary of the date of grant and, thereafter, an additional 10% of the
granted options are exercisable on an annual basis. Under the 1993 and
1994 Plans, the vesting schedule is determined at the time of grant by the
option committee. Future option grants can be made only under the 1993
Plan and the 1994 Plan. The total available for future grants under the
1993 Plan is a number equal to 2.0% of the number of shares of common
stock issued and outstanding as of the end of the immediately preceding
fiscal year, plus 1,450,000. As of December 31, 1998, 977,000 options were
available for grant under the 1993 Plan. The total available under the
1994 Plan is 176,700. The options outstanding at December 31, 1998, have
exercise prices from $13.22 to $25.25 and have a weighted average
remaining contractual life of 6.33 years. The total options exercisable at
December 31, 1998, are 3,584,394.
Stock option and warrant activity are summarized as follows:
WEIGHTED AVERAGE
EXERCISE PRICE
OPTIONS PER SHARE
------- ----------------
Outstanding at August 1, 1996 2,083,050 $19.85
Granted 571,750 $21.89
Exercised or forfeited (141,600) $21.24
---------
Outstanding at July 31, 1997 2,513,200
Granted 1,450,250 $24.08
Exercised or forfeited (387,500) $21.97
---------
Outstanding at July 31, 1998 3,575,950
Balance from Excel at date of Merger 2,315,842 $19.71
Granted 135,500 $20.62
Exercised or forfeited (81,402) $21.58
---------
Outstanding December 31, 1998 5,945,890 $20.83
=========
Continued F-17
56
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
14. STOCKHOLDERS' EQUITY, CONTINUED:
SFAS No. 123, Accounting for Stock-Based Compensation, requires either the
recording or disclosure of compensation cost for stock-based employee
compensation plans at fair value. The Company has adopted the
disclosure-only provisions of SFAS No. 123. Accordingly, no compensation
costs have been recognized by the Company.
Had compensation cost for the Company's stock option plans been recognized
based on the fair value at the grant date for awards consistent with the
provisions of SFAS No. 123, the Company's net income in the five months
ended December 31, 1998 would have been reduced by $677,000 from
$55,805,000 ($0.63 per share - basic, and $0.62 per share - diluted) to
$55,128,000 ($0.62 per share - basic, and $0.61 per share - diluted). In
the year ended July 31, 1998, net income would have been reduced by
$6,425,000, from $90,573,000 ($1.43 per share - basic and $1.42 per share
- diluted) to $83,904,000 ($1.41 per share - basic and diluted). In the
year ended July 31, 1997, net income would have been reduced by $572,000,
from $77,037,000 ($1.31 per share - basic and $1.30 per share diluted) to
$76,465,000 ($1.31 per share - basic and $1.30 per share diluted). In the
year ended July 31, 1996, net income would have been reduced by $11,000,
from $70,521,000 to $70,510,000 with no change to the per share
calculations.
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in the five months ended
December 31, 1998, and each of the three years ended July 31, 1998,
1997 and 1996, respectively: dividend yield of 6.70%, 6.14%, 6.12% and
6.12%, respectively; expected volatility of 19.51%, 18.25%, 19.30% and
15.79%, respectively; risk-free interest rate of 4.93%, 5.87%, 6.66% and
6.40%, respectively; and expected life of 5.2 years, 6.5 years, 6.3 years
and 6.3 years, respectively. The per share weighted average fair value at
the dates of grant for options awarded for the above periods was $2.04,
$2.78, $3.10 and $2.03, respectively.
DIVIDEND REINVESTMENT PLAN
The Company 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 Company without payment
of brokerage commissions or service charges. 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%.
LOANS
The Company has made loans to officers, directors and employees primarily
for the purpose of purchasing common shares of the Company. These loans
are demand and term notes bearing interest at rates ranging from 5% to
9.75%. Interest is payable quarterly.
Continued F-18
57
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
14. STOCKHOLDERS' EQUITY, CONTINUED:
EARNINGS PER SHARE (EPS)
In accordance with the disclosure requirements of SFAS No. 128 (Note 1), a
reconciliation of the numerator and denominator of basic and diluted EPS
is provided as follows (in thousands, except per share amounts):
YEAR ENDED
FIVE MONTHS ENDED JULY 31,
DECEMBER 31, --------------------------------------
1998 1998 1997 1996
----------------- -------- ---------- --------
BASIC EPS
NUMERATOR:
Net income $ 55,805 $ 90,573 $ 77,037 $ 70,521
Preferred dividends (6,914) (5,850) (461) --
-------- -------- -------- --------
$ 48,891 $ 84,723 $ 76,576 $ 70,521
======== ======== ======== ========
DENOMINATOR:
Weighted average of common shares outstanding 77,481 59,365 58,461 56,484
======== ======== ======== ========
EARNINGS PER SHARE: $ 0.63 $ 1.43 $ 1.31 $ 1.25
======== ======== ======== ========
DILUTED EPS
NUMERATOR:
Net income $ 55,805 $ 90,573 $ 77,037 $ 70,521
Preferred dividends (6,914) (5,850) (461) --
Minority interest 457 -- -- --
-------- -------- -------- --------
Net income available to common shares $ 49,348 $ 84,723 $ 76,576 $ 70,521
======== ======== ======== ========
DENOMINATOR:
Weighted average of common shares outstanding 77,481 59,365 58,461 56,484
Effect of diluted securities:
Common stock options and warrants 594 409 274 158
ERP third party units 1,321 -- -- --
-------- -------- -------- --------
79,396 59,774 58,735 56,642
======== ======== ======== ========
EARNINGS PER SHARE: $ 0.62 $ 1.42 $ 1.30 $ 1.25
======== ======== ======== ========
15. STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE:
In the five months ended December 31, 1998 and the years ended July 31,
1998, 1997, and 1996, the Company acquired properties by assuming
mortgages payable of $4,730,000, $51,900,000, $17,500,000, and
$32,538,000, respectively. The amounts paid for interest for the five
months ended December 31, 1998 and the years ended July 31, 1998, 1997,
and 1996 were $33,061,000, $34,876,000, $24,642,000, and $17,085,000,
respectively. State and local income taxes paid for the five months ended
December 31, 1998 and the years ended July 31, 1998, 1997, and 1996 were
$100,000, $156,000, $872,000, and $0, respectively.
Continued F-19
58
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
16. FINANCIAL INSTRUMENTS:
The following fair value disclosure was determined by the Company, using
available market information and discounted cash flow analyses as of
December 31, 1998, July 31, 1998 and July 31, 1997, respectively.
Considerable judgement is necessary to interpret market data and to
develop the related estimates of fair value. Accordingly, the estimates
presented are not necessarily indicative of the amounts that the Company
could realize upon disposition. The use of different estimation
methodologies may have a material effect on the estimated fair value
amounts. The Company believes that the carrying values reflected in the
Consolidated Balance Sheets at December 31, 1998 and July 31, 1998
approximates the fair values for cash and cash equivalents, marketable
securities, receivables and other liabilities. The following are financial
instruments for which Company estimates of fair value differ from book
values:
DECEMBER 31, 1998 JULY 31, 1998 JULY 31, 1997
---------------------- ---------------------- ----------------------
CARRYING FAIR CARRYING FAIR CARRYING FAIR
AMOUNTS VALUE AMOUNTS VALUE AMOUNTS VALUE
-------- -------- -------- -------- -------- ------
Mortgages and notes receivable $150,123 $150,324 $ 13,878 $ 14,100 $ 23,107 24,200
Mortgages payable 388,185 389,572 114,099 115,700 65,573 67,500
Notes payable 489,235 539,876 462,789 501,800 412,634 429,200
17. MINIMUM FUTURE RENTALS:
Minimum future rental revenue for the next five years for the commercial
real estate owned at December 31, 1998 and subject to noncancelable
operating leases is as follows (in thousands):
YEAR
----
1999 $ 243,967
2000 217,886
2001 194,088
2002 169,482
2003 147,519
Thereafter 1,000,575
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. Contingent rentals included in income for
the five months ended December 31, 1998 and for the years ended July 31,
1998, 1997, and 1996 amounted to approximately $15,549,000, $34,421,000,
$28,933,000, and $26,173,000, respectively.
18. RETIREMENT PLAN:
The Company has a Retirement and 401(k) Savings Plan (the "Savings Plan")
covering most of the officers and employees of the Company. Participants
in the Savings Plan may elect to contribute a portion of their earnings to
the Savings Plan and the Company, at the discretion of the Board of
Directors, may make a voluntary contribution to the Savings Plan. For the
five months ended December 31, 1998 and the years ended July 31, 1998 and
1997, the Company's expense for the Savings Plan was $205,000, $317,000
and $250,000, respectively.
Continued F-20
59
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized quarterly financial data is as follows (in thousands except per
share amounts):
NET INCOME NET INCOME
TOTAL PER SHARE- PER SHARE-
REVENUES NET INCOME BASIC DILUTED
-------- ---------- ---------- ----------
FIVE MONTHS ENDED DECEMBER 31, 1998:
August 1 to September 30 $ 46,510 $ 16,937 $ 0.26 $ 0.26
October 1 to December 31 109,411 38,868 0.37 0.36
YEAR ENDED JULY 31, 1998:
First quarter $ 59,507 $ 21,537 $ 0.34 $ 0.34
Second quarter 61,845 22,525 0.36 0.35
Third quarter 63,481 22,899 0.36 0.36
Fourth quarter 65,426 23,612 0.37 0.37
YEAR ENDED JULY 31, 1997:
First quarter $ 47,783 $ 19,076 $ 0.33 $ 0.33
Second quarter 51,147 19,092 0.33 0.32
Third quarter 52,066 19,088 0.32 0.32
Fourth quarter 55,825 19,781 0.33 0.33
20. SEGMENT INFORMATION:
The Company's two reportable business segments are retail and residential
rental properties. At December 31, 1998, the retail segment consists of
301 shopping centers (included in this amount are four office and two
vacant land parcels) and the residential segment consists of 54 garden
apartment complexes. Selected financial information for each segment is as
follows:
RETAIL RESIDENTIAL OTHER TOTAL
----------- ----------- ----------- -----------
FOR FIVE MONTHS ENDED
DECEMBER 31, 1998
Revenue $ 122,505 $ 32,471 $ 945 $ 155,921
Operating expenses and minority
interest 32,984 16,518 2,114 51,616
----------- ----------- ----------- -----------
89,521 15,953 (1,169) 104,305
Interest Expense 27,168 27,168
Depreciation and amortization 17,885 3,481 21,366
(Gain)/loss on sale of securities/
properties (34) (34)
----------- ----------- ----------- -----------
Net Income $ 71,636 $ 12,472 ($ 28,303) $ 55,805
=========== =========== =========== ===========
Real Estate Assets, net $ 2,318,001 $ 349,447 $ 2,667,448
=========== =========== ===========
FOR YEAR ENDED JULY 31, 1998
Revenue $ 176,982 $ 69,326 $ 3,950 $ 250,258
Operating expenses 52,184 36,216 2,770 91,170
----------- ----------- ----------- -----------
124,798 33,110 1,180 159,088
Interest expense 36,852 36,852
Depreciation 24,077 7,545 31,622
(Gain)/loss on sale of securities/
properties 41 41
----------- ----------- ----------- -----------
Net income $ 100,721 $ 25,565 ($ 35,713) $ 90,573
=========== =========== =========== ===========
Real estate assets, net $ 977,617 $ 338,143 $ 1,315,760
=========== =========== ===========
F-21
60
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
----------
20. SEGMENT INFORMATION (CONTINUED):
FOR YEAR ENDED JULY 31, 1997 RETAIL RESIDENTIAL OTHER TOTAL
----------- ----------- ----------- -----------
Revenue $ 146,762 $ 55,331 $ 4,728 $ 206,821
Operating expenses 45,163 29,153 2,203 76,519
----------- ----------- ----------- -----------
101,599 26,178 2,525 130,302
Interest expense 28,256 28,256
Depreciation 19,464 5,542 -- 25,006
(Gain)/loss on sale of securities/
properties 3 3
----------- ----------- ----------- -----------
Net income $ 82,135 $ 20,636 ($ 25,734) $ 77,037
=========== =========== =========== ===========
Real estate assets, net $ 875,027 $ 296,882 $ 1,171,909
=========== =========== ===========
F-22
61
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
----------
ADDITIONS DEDUCTIONS
----------------------------
ACCOUNTS
BALANCE AT CHARGED TO RECEIVABLE BALANCE AT
BEGINNING BAD DEBT WRITTEN END OF
DESCRIPTION OF PERIOD EXPENSE OFF PERIOD
---------- ---------- ---------- ----------
Allowance for doubtful accounts:
Five months ended December 31, 1998 $ 7,296 $ 4,368(1) $ 628 $ 11,636
========== ========== ========== ==========
Year ended July 31, 1998 $ 5,581 $ 4,171 $ 1,826 $ 7,926
========== ========== ========== ==========
Year ended July 31, 1997 $ 3,977 $ 3,283 $ 1,679 $ 5,581
========== ========== ========== ==========
Year ended July 31, 1996 $ 2,923 $ 1,984 $ 930 $ 3,977
========== ========== ========== ==========
- --------
1 $1,543 of this amount was assumed as part of the Merger.
F-23
62
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST
CAPITALIZED
SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED AT THE
INITIAL COST TO COMPANY ACQUISITION CLOSE OF THE PERIOD
----------------------- ------------- ------------------------------------
BUILDING & BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL
----------- ------------ ---- ------------ ------------ ---- ------------ -----
C>
APARTMENTS
- -----------------------
BRECKENRIDGE APARTMENTS 604,487 2,411,462 243,391 604,487 2,654,853 3,259,340
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 375,229 1,119,320 4,852,530 5,971,850
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 1,258,662 1,245,728 6,241,576 7,487,304
BIRMINGHAM AL
THE CLUB APARTMENTS 1,709,558 6,838,233 478,885 1,709,558 7,317,118 9,026,676
BIRMINGHAM AL
HILLCREST APARTMENTS 1,252,632 251,734 3,325,604 46,201 251,734 3,371,805 3,623,539
MOBILE AL
KNOLLWOOD APARTMENTS 6,026,518 4,352,001 16,926,403 113,981 4,352,001 17,040,384 21,392,385
MOBILE AL
MAISON DE VILLE APTS 4,625,000 1,971,014 7,897,056 178,168 1,971,014 8,075,224 10,046,238
MOBILE AL
MAISON IMPERIAL APTS 1,750,000 672,368 2,702,471 76,681 672,368 2,779,152 3,451,520
MOBILE AL
PLANTATION APARTMENTS 1,000,000 410,866 1,653,465 41,016 410,866 1,694,481 2,105,347
MOBILE AL
MAYFAIR APARTMENTS 240,000 962,217 490,850 240,000 1,453,067 1,693,067
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,276,499 769,188 2,889,113 3,658,301
DOVER DE
CHARTER POINTE APARTMENTS 5,311,423 1,501,146 9,049,327 68,878 1,501,146 9,118,205 10,619,351
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 833,000 1,822,039 2,666,191 833,000 4,488,230 5,321,230
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,514,373 99,398 878,593 3,613,771 4,492,364
ATHENS GA
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
LIFE ON
WHICH
DEPRECIATED
IN LATEST
ACCUMULATED DATE OF DATE INCOME
DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- ------------ ------------ -------- ---------
BRECKENRIDGE APARTMENTS 479,784 1979 1992 40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 712,160 1969 1993 40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 1,107,811 1971 1992 40 Years
BIRMINGHAM AL
THE CLUB APARTMENTS 685,168 1969-1974 1995 40 Years
BIRMINGHAM AL
HILLCREST APARTMENTS 124,807 1977 1997 40 Years
MOBILE AL
KNOLLWOOD APARTMENTS 662,866 1978-1982 1997 40 Years
MOBILE AL
MAISON DE VILLE APTS 491,555 1963,71-73 1996 40 Years
MOBILE AL
MAISON IMPERIAL APTS 169,717 1969-73 1996 40 Years
MOBILE AL
PLANTATION APARTMENTS 107,789 1977 1996 40 Years
MOBILE AL
MAYFAIR APARTMENTS 765,949 1971 1981 40 Years
DOVER DE
RODNEY APARTMENTS 2,364,431 1963-1965 1969 40 Years
DOVER DE
CHARTER POINTE APARTMENTS 164,055 1973 1998 40 Years
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 2,480,820 1965 1976 40 Years
LAKE PARK FL
CAMBRIDGE APARTMENTS 244,803 1972,1982 1996 40 Years
ATHENS GA
F-24
63
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST
CAPITALIZED
SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED AT THE
INITIAL COST TO COMPANY ACQUISITION CLOSE OF THE PERIOD
----------------------- ------------- ------------------------------------
BUILDING & BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL
----------- ------------ ---- ------------ ------------ ---- ------------ -----
C>
TARA APARTMENTS 3,388,178 1,192,545 4,792,179 128,179 1,192,545 4,920,358 6,112,903
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,719,639 222,879 1,179,910 4,942,518 6,122,428
EVANSVILLE IN
FOREST HILLS APARTMENTS 714,761 8,197,499 110,780 714,761 8,308,279 9,023,040
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,698,215 280,586 1,669,304 6,978,801 8,648,105
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,075,236 759,651 518,646 2,834,887 3,353,533
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,756,655 545,864 1,939,164 8,302,519 10,241,683
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 395,614 1,306,230 5,627,528 6,933,758
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 870,010 1,176,550 5,576,210 6,752,760
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 117,656 284,793 1,256,830 1,541,623
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,229,206 92,393 807,302 3,321,599 4,128,901
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,283,242 146,217 2,070,811 8,429,459 10,500,270
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,627,597 140,132 3,906,900 15,767,729 19,674,629
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 2,930,484 11,721,937 84,873 2,930,484 11,806,810 14,737,294
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 333,278 1,292,778 5,504,390 6,797,168
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 1,435,783 5,726,132 145,314 1,435,783 5,871,446 7,307,229
CARY NC
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
LIFE ON
WHICH
DEPRECIATED
IN LATEST
ACCUMULATED DATE OF DATE INCOME
DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- ------------ ------------ -------- ---------
TARA APARTMENTS 323,422 1970 1996 40 Years
ATHENS GA
REGENCY CLUB APARTMENTS 276,705 1980 1996 40 Years
EVANSVILLE IN
FOREST HILLS APARTMENTS 252,036 1974 1997 40 Years
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 450,156 1965 1996 40 Years
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 685,698 1967 1991 40 Years
LEXINGTON KY
SADDLEBROOK APARTMENTS 809,352 1969 1995 40 Years
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 780,972 1974 1993 40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 963,981 1970 1992 40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 266,849 1974 1991 40 Years
LOUISVILLE KY
RIVERCHASE APARTMENTS 190,391 1968 1996 40 Years
NEWPORT KY
FORESTWOOD APARTMENTS 442,614 1985 1996 40 Years
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 846,789 1978-1979 1996 40 Years
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 610,704 1986 1996 40 Years
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 506,242 1974 1995 40 Years
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 187,388 1978 1997 40 Years
CARY NC
F-25
64
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST
CAPITALIZED
SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
INITIAL COST TO COMPANY ACQUISITION AT THE CLOSE OF THE PERIOD
-------------------- ------------- --------------------------
BUILDING & BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL
----------- ------------ ---- ------------ ------------ ---- ------------ -----
POLO RUN APARTMENTS 4,665,137 4,331,230 8,413,395 26,740 4,331,230 8,440,135 12,771,365
RALEIGH NC
MEADOW EAST APARTMENTS 86,407 1,467,282 475,011 86,407 1,942,293 2,028,700
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,702,889 163,235 2,838,549 3,001,784
ROME NY
NORTHGATE APARTMENTS 7,477,107 1,513,498 9,297,201 89,980 1,513,498 9,387,181 10,900,679
COLUMBUS OH
SPRING CREEK APARTMENTS 1,455,271 9,082,352 94,502 1,455,271 9,176,854 10,632,125
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 178,642 1,065,284 4,447,780 5,513,064
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 383,446 179,109 1,832,602 2,011,711
MAUMEE OH
EASTGREEN ON THE COMMONS APARTMENTS 5,992,763 1,142,888 7,648,557 107,445 1,142,888 7,756,002 8,898,890
REYNOLDSBURG OH
GOLDCREST APARTMENTS 1,133,355 4,533,416 118,704 1,133,355 4,652,120 5,785,475
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,894,326 137,271 1,223,582 5,031,597 6,255,179
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 143,776 626,807 2,651,002 3,277,809
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 170,235 1,141,954 4,738,050 5,880,004
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 266,388 1,550,734 6,478,324 8,029,058
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,954,261 54,519 984,565 4,008,780 4,993,345
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 816,699 1,369,251 6,299,703 7,668,954
ANTIOCH TN
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
LIFE ON
WHICH
DEPRECIATED
IN LATEST
ACCUMULATED DATE OF DATE INCOME
DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- ------------ ------------ -------- ---------
POLO RUN APARTMENTS 61,642 1971 1998 40 Years
RALEIGH NC
MEADOW EAST APARTMENTS 757,735 1964-1971 1983 40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 1,267,708 1947 1985 40 Years
ROME NY
NORTHGATE APARTMENTS 118,532 1970 1998 40 Years
COLUMBUS OH
SPRING CREEK APARTMENTS 337,136 1985 1997 40 Years
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 504,259 1966 1994 40 Years
FAIRBORN OH
CHESTERFIELD APARTMENTS 359,159 1979-1984 1991 40 Years
MAUMEE OH
EASTGREEN ON THE COMMONS APARTMENTS 173,710 1971,1982 1998 40 Years
REYNOLDSBURG OH
GOLDCREST APARTMENTS 263,268 1968 1996 40 Years
SHARONVILLE OH
CAMBRIDGE PARK APTS 286,760 1973 1996 40 Years
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 250,650 1974 1995 40 Years
HARRISBURG PA
HARBOUR LANDING APARTMENTS 409,409 1974 1995 40 Years
COLUMBIA SC
SEDGEFIELD APARTMENTS 749,295 1972,74,79 1994 40 Years
FLORENCE SC
TURTLE CREEK APARTMENTS 260,602 1976 1996 40 Years
GREENVILLE SC
HICKORY LAKE APARTMENTS 858,210 1974 1993 40 Years
ANTIOCH TN
F-26
65
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST
CAPITALIZED
SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED AT THE
INITIAL COST TO COMPANY ACQUISITION CLOSE OF THE PERIOD
----------------------- ------------- ----------------------------------------
BUILDING & BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL
----------- ------------ ---- ------------ ------------ ---- ------------ -----
COURTS @ WATERFORD PLACE 2,745,404 10,982,373 205,987 2,745,404 11,188,360 13,933,764
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 689,744 1,150,270 5,300,824 6,451,094
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 159,051 806,355 3,389,471 4,195,826
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 106,963 1,358,400 5,544,565 6,902,965
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 126,037 918,769 3,805,111 4,723,880
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 476,624 1,906,284 124,424 476,624 2,030,708 2,507,332
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,025,619 126,915 747,155 3,152,534 3,899,689
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,273,023 5,269,532 102,202 1,273,023 5,371,734 6,644,757
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 115,743 1,896,828 7,703,056 9,599,884
NASHVILLE TN
WOODBRIDGE APARTMENTS 1,594,214 6,376,854 112,890 1,594,214 6,489,744 8,083,958
NASHVILLE TN
RETAIL AND OTHER
- -----------------------
CLOVERDALE VILLAGE 634,152 2,536,606 7,304 634,152 2,543,910 3,178,062
FLORENCE AL
SHOPPING CENTER 5,900,893 1,927,069 7,708,274 1,927,069 7,708,274 9,635,343
GADSDEN AL
GRANT MILLS STATION 8,234,050 2,774,919 11,099,675 2,774,919 11,099,675 13,874,594
IRONDALE AL
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
LIFE ON
WHICH
DEPRECIATED
IN LATEST
ACCUMULATED DATE OF DATE INCOME
DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- ------------ ------------ -------- ---------
COURTS @ WATERFORD PLACE 582,335 1988,89 1996 40 Years
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 740,205 1972-1974 1993 40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 389,854 1982 1994 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 623,147 1989 1994 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 437,044 1986 1994 40 Years
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 119,993 1971 1996 40 Years
EAST RIDGE TN
MILLER CREST APARTMENTS 203,735 1973 1996 40 Years
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 358,636 1980 1996 40 Years
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 532,660 1979 1996 40 Years
NASHVILLE TN
WOODBRIDGE APARTMENTS 367,698 1980 1996 40 Years
NASHVILLE TN
RETAIL AND OTHER
- -----------------------
CLOVERDALE VILLAGE 268,309 1986 1994 40 Years
FLORENCE AL
SHOPPING CENTER 49,226 1995 1997 40 Years
GADSDEN AL
GRANT MILLS STATION 70,884 1991 1998 40 Years
IRONDALE AL
F-27
66
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST GROSS AMOUNT AT
CAPITALIZED WHICH CARRIED
SUBSEQUENT TO AT THE CLOSE OF
INITIAL COST TO COMPANY ACQUISITION THE PERIOD
---------------------------- ------------- ----------------
BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND
----------- ------------ ----------- ------------ ------------ ----------------
KROGER BUILDING 100,522 402,090 100,522
MUSCLE SHOALS AL
SUPER X BUILDING 420,599 1,682,396 420,599
MUSCLE SHOALS AL
KROGER BUILDING 361,715 1,446,862 361,715
SCOTTSBORO AL
PAYTON PARK 3,443,397 13,773,587 3,443,397
SYLACAUGA AL
KMART BUILDING 479,587 1,918,349 479,587
PINE BLUFF AR
SAFEWAY BUILDING 400,418 1,601,671 400,418
SHERWOOD AR
SHOPPING CENTER 2,756,404 11,025,615 23,023 2,756,404
GLENDALE AZ
SHOPPING CENTER 1,141,294 4,565,176 4,875 1,141,294
MESA AZ
SHOPPING CENTER 1,644,853 6,579,414 23,291 1,644,853
MESA AZ
SHOPPING CENTER 1,147,194 4,588,778 1,147,194
MESA AZ
LUCKY BUILDING 238,562 954,249 238,562
MESA AZ
LUCKY BUILDING 291,736 1,166,943 291,736
PHOENIX AZ
SHOPPING CENTER 4,897,702 19,590,808 4,897,702
PHOENIX AZ
Q-CLUB BUILDING 1,790,145 7,160,581 1,790,145
PHOENIX AZ
GENETRIX BUILDING 481,110 1,924,439 481,110
SCOTTSDALE AZ
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
GROSS AMOUNT AT
WHICH CARRIED LIFE ON
AT THE CLOSE OF WHICH
THE PERIOD DEPRECIATED
----------------------------- IN LATEST
BUILDING & ACCUMULATED DATE OF DATE INCOME
DESCRIPTION IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- --------------- ----------- ------------ ------------ -------- ---------
KROGER BUILDING 402,090 502,612 2,568 1982 1998 40 years
MUSCLE SHOALS AL
SUPER X BUILDING 1,682,396 2,102,995 10,744 1982 1998 40 years
MUSCLE SHOALS AL
KROGER BUILDING 1,446,862 1,808,577 9,240 1981 1998 40 years
SCOTTSBORO AL
PAYTON PARK 13,773,587 17,216,984 87,960 1995 1998 40 Years
SYLACAUGA AL
KMART BUILDING 1,918,349 2,397,937 12,251 1981 1998 40 years
PINE BLUFF AR
SAFEWAY BUILDING 1,601,671 2,002,088 10,229 1981 1998 40 years
SHERWOOD AR
SHOPPING CENTER 11,048,638 13,805,042 71,871 1989-91 1998 40 Years
GLENDALE AZ
SHOPPING CENTER 4,570,051 5,711,345 29,305 1981 1998 40 years
MESA AZ
SHOPPING CENTER 6,602,705 8,247,558 29,154 1986-97 1998 40 years
MESA AZ
SHOPPING CENTER 4,588,778 5,735,972 43,182 1970 1998 40 Years
MESA AZ
LUCKY BUILDING 954,249 1,192,811 6,094 1982 1998 40 years
MESA AZ
LUCKY BUILDING 1,166,943 1,458,679 7,452 1981 1998 40 years
PHOENIX AZ
SHOPPING CENTER 19,590,808 24,488,510 125,110 1988 1998 40 Years
PHOENIX AZ
Q-CLUB BUILDING 7,160,581 8,950,727 45,729 1994 1998 40 years
PHOENIX AZ
GENETRIX BUILDING 1,924,439 2,405,549 12,290 1971 1998 40 years
SCOTTSDALE AZ
F-28
67
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST GROSS AMOUNT AT
CAPITALIZED WHICH CARRIED
SUBSEQUENT TO AT THE CLOSE OF
INITIAL COST TO COMPANY ACQUISITION THE PERIOD
---------------------------- ------------- ----------------
BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND
----------- ------------ ----------- ------------ ------------ ----------------
Q-CLUB BUILDING 1,803,264 7,213,058 1,803,264
SCOTTSDALE AZ
SHOPPING CENTER AND OUTPARCELS 4,616,918 12,132,112 105,314 4,637,981
TUCSON AZ
PAYLESS DRUG BUILDING 188,103 752,413 188,103
YUMA AZ
SHOPPING CENTER 4,930,278 19,721,111 4,930,278
BAKERSFIELD CA
FACTORY MERCHANTS BARSTOW 9,433,158 5,730,337 22,936,349 12,971,577 5,730,337
BARSTOW CA
SONY BUILDING 1,107,834 4,431,334 1,107,834
BURBANK CA
SHOPPING CENTER 1,798,908 7,195,630 1,798,908
CAMARILLO CA
SHOPPING CENTER 263,529 1,054,118 263,529
COACHELLA CA
SHOPPING CENTER 1,789,646 7,158,585 1,789,646
CUDAHY CA
SHOPPING CENTER 4,211,313 16,845,251 4,211,313
FRESNO CA
SHOPPING CENTER 2,685,183 10,740,732 2,685,183
FRESNO CA
SHOPPING CENTER 1,338,539 1,547,385 6,189,539 1,547,385
MODESTO CA
SHOPPING CENTER 9,451,696 5,395,666 21,582,666 5,395,666
MONTEBELLO CA
SHOPPING CENTER 2,975,152 1,590,666 6,362,665 1,590,666
PARADISE CA
ROSE PAVILION 10,907,446 43,629,782 10,907,446
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- ------------------------------- -------- -------- -------- --------
GROSS AMOUNT AT
WHICH CARRIED LIFE ON
AT THE CLOSE OF WHICH
THE PERIOD DEPRECIATED
------------------------------- IN LATEST
BUILDING & ACCUMULATED DATE OF DATE INCOME
DESCRIPTION IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- --------------- ----------- ------------ ------------ -------- ---------
Q-CLUB BUILDING 7,213,058 9,016,322 46,064 1994 1998 40 years
SCOTTSDALE AZ
SHOPPING CENTER AND OUTPARCELS 12,216,364 16,854,345 77,477 1995/96 1998 40 Years
TUCSON AZ
PAYLESS DRUG BUILDING 752,413 940,516 4,805 1980 1998 40 years
YUMA AZ
SHOPPING CENTER 19,721,111 24,651,389 125,942 1970 1998 40 Years
BAKERSFIELD CA
FACTORY MERCHANTS BARSTOW 35,907,926 41,638,263 4,816,983 1989 1993 40 Years
BARSTOW CA
SONY BUILDING 4,431,334 5,539,168 28,299 1988 1998 40 years
BURBANK CA
SHOPPING CENTER 7,195,630 8,994,538 45,952 1971 1998 40 Years
CAMARILLO CA
SHOPPING CENTER 1,054,118 1,317,647 6,732 1991 1998 40 Years
COACHELLA CA
SHOPPING CENTER 7,158,585 8,948,231 45,716 1968 1998 40 Years
CUDAHY CA
SHOPPING CENTER 16,845,251 21,056,564 104,244 1993 1998 40 Years
FRESNO CA
SHOPPING CENTER 10,740,732 13,425,915 68,592 1995 1998 40 Years
FRESNO CA
SHOPPING CENTER 6,189,539 7,736,924 39,527 1974 1998 40 Years
MODESTO CA
SHOPPING CENTER 21,582,666 26,978,332 137,830 1974 1998 40 Years
MONTEBELLO CA
SHOPPING CENTER 6,362,665 7,953,331 40,633 1979 1998 40 Years
PARADISE CA
ROSE PAVILION 43,629,782 54,537,228 278,626 1987 1998 40 Years
F-29
68
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
COST GROSS AMOUNT AT
CAPITALIZED WHICH CARRIED
SUBSEQUENT TO AT THE CLOSE OF
INITIAL COST TO COMPANY ACQUISITION THE PERIOD
---------------------------- ------------- ----------------
BUILDING &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND
----------- ------------ ----------- ------------ ------------ ---------
PLEASANTON CA
SHOPPING CENTER 5,644,689 22,578,755 5,644,689
PLEASANTON CA
SHOPPING CENTER 7,325,334 4,126,349 16,505,395 4,126,349
SAN DIMAS CA
OFFICE BUILDING 1,817,614 497,018 1,988,071 497,018
SAN DIEGO CA
SHOPPING CENTER 2,698,044 10,792,177 159,225 2,729,889
SANTA ANA CA
VAIL RANCH 2,526,921 10,107,685 16,457 2,526,921
TEMECULA CA
UNITED ARTISTS 138,121 552,486 138,121
PUEBLO CO
SHOPPING CENTER 29,864,073 11,773,584 47,094,336 11,773,584
WESTMINSTER CO
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 50,755
DOVER DE
RODNEY VILLAGE 1,202,551 2,082,918 2,304,609 1,202,551
DOVER DE
KASH N' KARRY BUILDING 382,230 1,528,921 382,230
BRANDON FL
SHOPPING CENTER 2,636,455 10,545,820 2,636,455
BROOKSVILLE FL
SHOPPING CENTER 10,361,312 41,445,247 278,033 10,361,312
CLEARWATER FL
SHOPPING CENTER 8,815,024 2,841,040 11,364,160 11,410 2,841,040
DELAND FL
REGENCY PARK SHOPPING CENTER 3,888,425 15,553,501 36,703 3,888,425
JACKSONVILLE FL
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
GROSS AMOUNT AT
WHICH CARRIED LIFE ON
AT THE CLOSE OF WHICH
THE PERIOD DEPRECIATED
------------------------------ IN LATEST
BUILDING & ACCUMULATED DATE OF DATE INCOME
DESCRIPTION IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED STATEMENT
----------- --------------- ----------- ------------ ------------ -------- ---------
PLEASANTON CA
SHOPPING CENTER 22,578,755 28,223,444 144,191 1995-96 1998 40 Years
PLEASANTON CA
SHOPPING CENTER 16,505,395 20,631,744 105,406 1986-88 1997 40 Years
SAN DIMAS CA
OFFICE BUILDING 1,988,071 2,485,089 12,696 1988 1998 40 years
SAN DIEGO CA
SHOPPING CENTER 10,919,557 13,649,446 70,115 1972 1998 40 Years
SANTA ANA CA
VAIL RANCH 10,124,142 12,651,063 64,549 1997 1998 40 Years
TEMECULA CA
UNITED ARTISTS 552,486 690,607 3,528 1977 1998 40 Years
PUEBLO CO
SHOPPING CENTER 47,094,336 58,867,920 300,751 1996 1998 40 Years
WESTMINSTER CO
DOVERAMA @ RODNEY VILLAGE 311,781 362,536 78,948 1969 1988 40 Years
DOVER DE
RODNEY VILLAGE 4,387,527 5,590,078 3,295,179 1959 1969 40 Years
DOVER DE
KASH N' KARRY BUILDING 1,528,921 1,911,151 9,764 1982 1998 40 Years
BRANDON FL
SHOPPING CENTER 10,545,820 13,182,275 67,348 1987 1998 40 years
BROOKSVILLE FL
SHOPPING CENTER 41,723,280 52,084,592 264,675 1973 1998 40 Years
CLEARWATER FL
SHOPPING CENTER 11,375,570 14,216,610 72,873 1993 1998 40 years
DELAND FL
REGENCY PARK SHOPPING CENTER 15,590,204 19,478,629 578,421 1985 1997 40 Years
JACKSONVILLE FL
F-30
69
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost Gross Amount
Capitalized at Which Carried
Subsequent to at the Close
Initial Cost to Company Acquisition of the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
SHOPPING CENTER 1,482,042 5,928,169 1,482,042
LAKE WALES FL
SHOPPING CENTER 1,051,639 4,206,554 1,051,639
LEESBURG FL
SHOPPING CENTER 5,273,959 21,095,835 5,273,959
MIAMI FL
SHOPPING CENTER 3,208,554 12,834,215 3,208,554
NAPLES FL
SOUTHGATE SHOPPING CENTER 4,253,341 3,981,290 10,621 4,253,341
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 1,312,956 2,456,917 113,551 1,312,956
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 812,473 13,147 437,485
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 4,137,254 2,524,647 3,504,446 2,524,647
ORLANDO FL
23RD STATION 1,776,768 7,107,073 26,750 1,776,768
PANAMA CITY FL
RIVERWOOD SHOPPING CENTER 2,243,023 1,500,580 8,960 2,243,023
PORT ORANGE FL
SEMINOLE PLAZA 2,128,480 2,215,356 2,128,480
SEMINOLE FL
ST AUGUSTINE OUTLET CENTER 55,716 4,488,742 14,426,139 10,222,860 4,488,742
ST. AUGUSTINE FL
RUTLAND PLAZA 1,443,294 5,773,175 100,169 1,443,294
ST. PETERSBURG FL
ALBANY PLAZA 696,447 2,799,786 148,167 696,447
ALBANY GA
KMART BUILDING 460,000 1,840,000 460,000
ALBANY GA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
SHOPPING CENTER 5,928,169 7,410,212 37,858 1994 1998 40 years
LAKE WALES
SHOPPING CENTER 4,206,554 5,258,193 26,864 1986 1998 40 Years
LEESBURG
SHOPPING CENTER 21,095,835 26,369,794 134,721 1996 1998 40 Years
MIAMI
SHOPPING CENTER 12,834,215 16,042,768 81,961 1995 1998 40 Years
NAPLES
SOUTHGATE SHOPPING CENTER 3,991,911 8,245,252 120,983 1966 1997 40 Years
NEW PORT RICHIE
PRESIDENTIAL PLAZA 2,570,468 3,883,424 109,729 1977 1997 40 Years
NORTH LAUDERDALE
PRESIDENTIAL PLAZA WEST 825,620 1,263,105 34,914 1977 1997 40 Years
NORTH LAUDERDALE
COLONIAL MARKETPLACE 3,504,446 6,029,093 62,058 1979,86 1998 40 Years
ORLANDO
23RD STATION 7,133,823 8,910,592 46,501 1986 1998 40 Years
PANAMA CITY
RIVERWOOD SHOPPING CENTER 1,509,540 3,752,563 48,515 1984,1996 1997 40 Years
PORT ORANGE
SEMINOLE PLAZA 2,215,356 4,343,836 36,923 1964 1998 40 Years
SEMINOLE
ST AUGUSTINE OUTLET CENTER 24,648,999 29,137,741 4,395,210 1991 1992 40 Years
ST. AUGUSTINE
RUTLAND PLAZA 5,873,344 7,316,638 312,166 1964 1996 40 Years
ST. PETERSBURG
ALBANY PLAZA 2,947,953 3,644,400 335,831 1968 1994 40 Years
ALBANY
KMART BUILDING 1,840,000 2,300,000 11,751 1981 1998 40 years
ALBANY
F-31
70
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost Gross Amount
Capitalized at Which Carried
Subsequent to at the Close
Initial Cost to Company Acquisition of the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
SOUTHGATE PLAZA - ALBANY 231,517 970,811 107,751 231,517
ALBANY GA
KROGER BUILDING 328,805 1,315,221 328,805
EAST ALBANY GA
RITE AID BUILDING 90,794 363,175 90,794
EAST ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 108,166 221,637
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 561,117 774,966
AMERICUS GA
ROGERS PLAZA 291,014 688,590 110,593 291,014
ASHBURN GA
SHOPPING CENTER 629,345 2,517,379 629,345
ATLANTA GA
SWEETWATER VILLAGE 707,938 2,831,750 13,405 707,938
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 50,395 928,302
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,266,424 84,289 745,006
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 407,896 864,335
CORDELE GA
MR B'S 166,047 154,140 7,880 166,047
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 154,037 202,682
CORDELE GA
HABERSHAM VILLAGE 1,301,643 4,340,422 725,184 1,301,643
CORNELIA GA
SHOPPING CENTER 4,054,935 1,530,136 6,120,543 1,530,136
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
SOUTHGATE PLAZA - ALBANY 1,078,562 1,310,079 209,515 1969 1990 40 Years
ALBANY
KROGER BUILDING 1,315,221 1,644,027 8,399 1982 1998 40 years
EAST ALBANY
RITE AID BUILDING 363,175 453,968 2,319 1982 1998 40 years
EAST ALBANY
EASTGATE PLAZA - AMERICUS 1,144,497 1,366,134 224,221 1980 1990 40 Years
AMERICUS
PERLIS PLAZA 5,862,761 6,637,727 1,246,644 1972 1990 40 Years
AMERICUS
ROGERS PLAZA 799,183 1,090,197 188,896 1974 1990 40 Years
ASHBURN
SHOPPING CENTER 2,517,379 3,146,723 16,076 1995 1998 40 Years
ATLANTA
SWEETWATER VILLAGE 2,845,155 3,553,093 299,013 1985 1994 40 Years
AUSTELL
CEDAR PLAZA 3,763,602 4,691,904 395,837 1994 1994 40 Years
CEDARTOWN
CEDARTOWN SHOPPING CENTER 3,350,713 4,095,719 337,017 1989 1995 40 Years
CEDARTOWN
CORDELE SQUARE 3,865,233 4,729,568 835,268 1968 1990 40 Years
CORDELE
MR B'S 162,020 328,067 34,226 1968 1990 40 Years
CORDELE
SOUTHGATE PLAZA - CORDELE 1,113,035 1,315,717 207,655 1969 1990 40 Years
CORDELE
HABERSHAM VILLAGE 5,065,606 6,367,249 899,667 1985 1992 40 Years
CORNELIA
SHOPPING CENTER 6,120,543 7,650,678 39,087 1990 1998 40 Years
F-32
71
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost Gross Amount at
Capitalized Which Carried
Subsequent to at the Close of
Initial Cost to Company Acquisition the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
CORNELIA GA
SHOPPING CENTER 2,396,587 9,586,347 2,396,587
COVINGTON GA
SHOPPING CENTER 898,065 3,592,261 898,065
DALTON GA
SHOPPING CENTER 2,314,595 760,517 3,042,066 760,517
DALTON GA
MIDWAY VILLAGE SHOPPING CENTER 1,553,580 2,887,506 30,692 1,553,580
DOUGLASVILLE GA
WESTGATE - DUBLIN 699,174 5,834,809 157,749 699,174
DUBLIN GA
MARSHALL'S AT EASTLAKE SHOPPING CENTER 1,710,517 2,069,483 1,710,517
MARIETTA GA
NEW CHASTAIN CORNERS SHOPPING CENTER 2,457,446 5,741,641 79,266 2,457,446
MARIETTA GA
VILLAGE AT SOUTHLAKE 1,733,198 3,017,677 1,733,198
MORROW GA
SHOPPING CENTER 7,644,485 2,667,018 10,668,072 2,667,018
PERRY GA
CREEKWOOD SHOPPING CENTER 1,160,203 3,482,609 (1) 1,160,203
REX GA
EISENHOWER SQUARE SHOPPING CENTER 1,029,500 4,117,700 119,157 1,029,500
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,824,725 132,610 1,206,181
SAVANNAH GA
SHOPPING CENTER 2,741,015 2,364,619 9,458,474 30,668 2,364,619
SNELLVILLE GA
SHOPPING CENTER 3,338,227 1,260,939 5,043,756 1,260,939
STATESBORO GA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
CORNELIA
SHOPPING CENTER 9,586,347 11,982,933 61,220 1991 1998 40 years
COVINGTON
SHOPPING CENTER 3,592,261 4,490,326 22,941 1995 1998 40 Years
DALTON
SHOPPING CENTER 3,042,066 3,802,583 19,427 1994 1998 40 Years
DALTON
MIDWAY VILLAGE SHOPPING CENTER 2,918,198 4,471,778 112,308 1989 1997 40 Years
DOUGLASVILLE
WESTGATE - DUBLIN 5,992,558 6,691,732 1,247,698 1974 1990 40 Years
DUBLIN
MARSHALL'S AT EASTLAKE SHOPPING CENTER 2,069,483 3,780,000 10,779 1982 1998 40 Years
MARIETTA
NEW CHASTAIN CORNERS SHOPPING CENTER 5,820,907 8,278,353 209,180 1990 1997 40 Years
MARIETTA
VILLAGE AT SOUTHLAKE 3,017,677 4,750,875 53,878 1983 1998 40 Years
MORROW
SHOPPING CENTER 10,668,072 13,335,090 68,128 1992 1998 40 Years
PERRY
CREEKWOOD SHOPPING CENTER 3,482,608 4,642,811 134,142 1990 1997 40 Years
REX
EISENHOWER SQUARE SHOPPING CENTER 4,236,857 5,266,357 153,727 1985 1997 40 Years
SAVANNAH
VICTORY SQUARE 4,957,335 6,163,516 799,322 1986 1992 40 Years
SAVANNAH
SHOPPING CENTER 9,489,142 11,853,761 62,192 1985 1998 40 Years
SNELLVILLE
SHOPPING CENTER 5,043,756 6,304,695 32,210 1994 1998 40 Years
STATESBORO
F-33
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NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized Gross Amount at
Subsequent to Which Carried at the
Initial Cost to Company Acquisition Close of the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
TIFT-TOWN 271,444 1,325,238 271,359 271,444
TIFTON GA
WESTGATE - TIFTON 156,269 304,704 963 156,269
TIFTON GA
KMART BUILDING 286,738 1,146,953 286,738
ATLANTIC IA
LUCKY BUILDING 294,406 1,177,623 294,406
CORALVILLE IA
HAYMARKET MALL 1,230,252 5,031,799 119,315 1,230,252
DES MOINES IA
HAYMARKET SQUARE 6,145,000 2,056,172 8,224,688 477,383 2,056,172
DES MOINES IA
LUCKY BUILDING 392,668 1,570,673 392,668
DUBUQUE IA
SOUTHFIELD PLAZA SHOPPING CENTER 3,188,496 3,897,167 6,246,066 3,188,496
BRIDGEVIEW IL
LUCKY BUILDING 310,257 1,241,030 310,257
DECATUR IL
KING CITY SQUARE 1,968,656 7,874,623 1,968,656
MT. VERNON IL
WESTRIDGE COURT SHOPPING CENTER 9,815,696 39,261,783 572,970 9,815,696
NAPERVILLE IL
KROGER BUILDING 464,003 1,856,013 464,003
OTTAWA IL
LUCKY BUILDING 392,704 1,570,815 392,704
PEORIA IL
LUCKY BUILDING 307,059 1,228,235 307,059
SPRINGFIELD IL
LUCKY BUILDING 391,727 1,566,909 391,727
STERLING IL
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
TIFT-TOWN 1,596,597 1,868,041 320,373 1965 1990 40 Years
TIFTON
WESTGATE - TIFTON 305,667 461,936 64,487 1980 1990 40 Years
TIFTON
KMART BUILDING 1,146,953 1,433,692 7,325 1980 1998 40 years
ATLANTIC
LUCKY BUILDING 1,177,623 1,472,029 7,520 1981 1998 40 years
CORALVILLE
HAYMARKET MALL 5,151,114 6,381,366 461,211 1968-1979 1995 40 Years
DES MOINES
HAYMARKET SQUARE 8,702,071 10,758,243 780,750 1971-1979 1995 40 Years
DES MOINES
LUCKY BUILDING 1,570,673 1,963,342 10,031 1980 1998 40 years
DUBUQUE
SOUTHFIELD PLAZA SHOPPING CENTER 10,143,233 13,331,729 472,373 1958,72 1996 40 Years
BRIDGEVIEW
LUCKY BUILDING 1,241,030 1,551,287 7,925 1983 1998 40 years
DECATUR
KING CITY SQUARE 7,874,623 9,843,279 50,289 1998 40 Years
MT. VERNON
WESTRIDGE COURT SHOPPING CENTER 39,834,753 49,650,449 1,457,604 1990 1997 40 Years
NAPERVILLE
KROGER BUILDING 1,856,013 2,320,017 11,853 1982 1998 40 years
OTTAWA
LUCKY BUILDING 1,570,815 1,963,519 10,031 1983 1998 40 years
PEORIA
LUCKY BUILDING 1,228,235 1,535,294 7,844 1982 1998 40 years
SPRINGFIELD
LUCKY BUILDING 1,566,909 1,958,636 10,007 1980 1998 40 years
STERLING
F-34
73
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost Gross Amount at
Capitalized Which Carried at the
Subsequent to Close of the Period
Initial Cost to Company Acquisition
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
TINLEY PARK PLAZA 2,607,702 10,430,808 268,156 2,607,702
TINLEY PARK IL
KROGER BUILDING 344,651 1,378,602 344,651
WATERLOO IL
COLUMBUS CENTER 1,196,269 3,608,315 2,425,562 1,196,269
COLUMBUS IN
KINDER CARE #132 82,686 330,742 82,686
FT. WAYNE IN
LUCKY BUILDING 325,306 1,301,224 325,306
HOBART IN
KINDER CARE #125 82,686 330,742 82,686
INDIANAPOLIS IN
KINDER CARE #126 82,686 330,742 82,686
INDIANAPOLIS IN
KINDER CARE #128 82,686 330,742 82,686
INDIANAPOLIS IN
KINDER CARE #134 35,940 143,760 35,940
INDIANAPOLIS IN
JASPER MANOR 1,319,937 7,110,063 34,383 1,319,937
JASPER IN
SHOPPING CENTER 657,867 2,631,469 657,867
MARION IN
LUCKY BUILDING 269,395 1,077,579 269,395
MICHIGAN CITY IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,437 1,104,876
PRINCETON IN
SHOPPING CENTER 2,991,347 649,120 2,596,480 52,900 649,120
TERRE HAUTE IN
WABASH CROSSING 1,614,878 6,470,511 27,744 1,614,878
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
TINLEY PARK PLAZA 10,698,964 13,306,666 916,627 1973 1995 40 Years
TINLEY PARK
KROGER BUILDING 1,378,602 1,723,253 8,804 1982 1998 40 years
WATERLOO
COLUMBUS CENTER 6,033,877 7,230,146 1,769,737 1964 1988 40 Years
COLUMBUS
KINDER CARE #132 330,742 413,428 2,112 1976 1998 40 years
FT. WAYNE
LUCKY BUILDING 1,301,224 1,626,530 8,310 1983 1998 40 years
HOBART
KINDER CARE #125 330,742 413,428 2,112 1975 1998 40 years
INDIANAPOLIS
KINDER CARE #126 330,742 413,428 2,112 1976 1998 40 years
INDIANAPOLIS
KINDER CARE #128 330,742 413,428 2,112 1976 1998 40 years
INDIANAPOLIS
KINDER CARE #134 143,760 179,701 918 1976 1998 40 years
INDIANAPOLIS
JASPER MANOR 7,144,446 8,464,383 1,226,687 1990 1992 40 Years
JASPER
SHOPPING CENTER 2,631,469 3,289,336 16,805 1989 1998 40 years
MARION
LUCKY BUILDING 1,077,579 1,346,974 6,882 1983 1998 40 years
MICHIGAN CITY
TOWN FAIR SHOPPING CENTER 3,769,940 4,874,816 552,397 1991 1993 40 Years
PRINCETON
SHOPPING CENTER 2,649,380 3,298,500 19,995 1989 1998 40 years
TERRE HAUTE
WABASH CROSSING 6,498,255 8,113,133 819,505 1988 1993 40 Years
F-35
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NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized Gross Amount at
Subsequent to Which Carried at the
Initial Cost to Company Acquisition Close of the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
WABASH IN
SHOPPING CENTER 403,588 1,614,353 403,588
WARSAW IN
SHOPPING CENTER 5,444,572 2,242,859 8,971,434 2,242,859
CAMPBELLSVILLE KY
SHOPPING CENTER 5,416,151 1,636,668 6,546,671 1,636,668
ELIZABETHTOWN KY
SHOPPING CENTER 4,954,116 1,648,009 6,592,037 1,648,009
GLASGOW KY
JACKSON VILLAGE 284,815 3,115,586 589,956 284,815
JACKSON KY
J*TOWN CENTER 1,331,074 4,121,997 616,521 1,331,074
JEFFERSONTOWN KY
MIST LAKE PLAZA 10,403,095 3,939,761 15,759,046 3,939,761
LEXINGTON KY
SHOPPING CENTER 5,528,660 2,421,016 9,684,065 2,421,016
LONDON KY
NEW LOUISA PLAZA 469,014 1,998,752 161,683 469,014
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 323,428 355,000
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 704,388 1,945,679
MIDDLETOWN KY
SHOPPING CENTER 8,418,155 2,743,629 10,974,516 2,743,629
VERSAILLES KY
LAGNIAPPE VILLAGE 7,124,962 2,999,814 11,999,258 41,804 2,999,814
NEW IBERIA LA
SAFEWAY BUILDING 380,484 1,521,937 380,484
WEST MONROE LA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
WABASH
SHOPPING CENTER 1,614,353 2,017,942 12,144 1989 1998 40 years
WARSAW
SHOPPING CENTER 8,971,434 11,214,293 57,293 1989 1998 40 Years
CAMPBELLSVILLE
SHOPPING CENTER 6,546,671 8,183,339 41,808 1992 1998 40 years
ELIZABETHTOWN
SHOPPING CENTER 6,592,037 8,240,047 42,098 1992 1998 40 Years
GLASGOW
JACKSON VILLAGE 3,705,542 3,990,357 855,520 1983 1988 40 Years
JACKSON
J*TOWN CENTER 4,738,518 6,069,592 1,208,377 1959 1988 40 Years
JEFFERSONTOWN
MIST LAKE PLAZA 15,759,046 19,698,807 100,640 1993 1998 40 Years
LEXINGTON
SHOPPING CENTER 9,684,065 12,105,081 61,844 1994 1998 40 years
LONDON
NEW LOUISA PLAZA 2,160,435 2,629,449 709,155 1978 1988 40 Years
LOUISA
PICCADILLY SQUARE 1,911,837 2,266,837 471,983 1973 1989 40 Years
LOUISVILLE
EASTGATE SHOPPING CENTER 8,497,105 10,442,784 1,130,235 1987 1993 40 Years
MIDDLETOWN
SHOPPING CENTER 10,974,516 13,718,145 70,085 1994 1998 40 years
VERSAILLES
LAGNIAPPE VILLAGE 12,041,062 15,040,876 76,629 1990 1998 40 Years
NEW IBERIA
SAFEWAY BUILDING 1,521,937 1,902,421 9,719 1981 1998 40 years
WEST MONROE
F-36
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NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized Gross Amount at
Subsequent to Which Carried at the
Initial Cost to Company Acquisition Close of the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
LIBERTY PLAZA 2,075,809 8,303,237 231,483 2,075,809
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,833,330 86,550 312,650
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 1,478,391 1,625,580
ANN ARBOR MI
MTN. JACKS #210303 281,162 1,124,649 281,162
DEARBORN HEIGHTS MI
FARMINGTON CROSSROADS 1,092,200 4,368,800 68,806 1,092,200
FARMINGTON MI
KINDER CARE #1182 116,614 466,456 116,614
KALAMAZOO MI
DELTA CENTER 2,405,200 9,620,800 122,447 2,405,200
LANSING MI
HAMPTON VILLAGE CENTRE 8,638,500 34,541,500 198,445 8,638,500
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200 9,900 2,244,800
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000 234,843 2,595,500
SHELBY MI
SOUTHFIELD PLAZA 2,052,995 8,180,980 (63,004) 2,052,995
SOUTHFIELD MI
DELCO PLAZA 9,600,000 1,277,504 5,109,367 47,116 1,277,504
STERLING HEIGHTS MI
ROUNDTREE PLACE 7,656,678 2,877,674 11,510,698 2,877,674
YPSILANTI MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 361,433 1,530,281
YPSILANTI MI
FIRSTAR BANK BUILDING 323,688 1,294,751 323,688
BURNSVILLE MN
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
LIBERTY PLAZA 8,534,720 10,610,529 776,744 1962 1995 40 Years
RANDALLSTOWN
SHOPPING CENTER - SALISBURY 1,919,880 2,232,530 677,263 1973 1986 35 Years
SALISBURY
MAPLE VILLAGE SHOPPING CENTER 7,992,713 9,618,293 841,868 1965 1994 40 Years
ANN ARBOR
MTN. JACKS #210303 1,124,649 1,405,811 7,182 1980 1998 40 years
DEARBORN HEIGHTS
FARMINGTON CROSSROADS 4,437,606 5,529,806 331,600 1986 1995 40 Years
FARMINGTON
KINDER CARE #1182 466,456 583,070 2,979 1990 1998 40 Years
KALAMAZOO
DELTA CENTER 9,743,247 12,148,447 730,699 1985 1995 40 Years
LANSING
HAMPTON VILLAGE CENTRE 34,739,945 43,378,445 2,586,668 1990 1995 40 Years
ROCHESTER HILLS
FASHION CORNERS 8,809,100 11,053,900 655,358 1986 1995 40 Years
SAGINAW
HALL ROAD CROSSING 10,616,843 13,212,343 810,230 1985 1995 40 Years
SHELBY
SOUTHFIELD PLAZA 8,117,976 10,170,971 163,530 1969-70 1998 40 Years
SOUTHFIELD
DELCO PLAZA 5,156,483 6,433,987 262,923 1970,73 1996 40 Years
STERLING HEIGHTS
ROUNDTREE PLACE 11,510,698 14,388,372 73,509 1992 1998 40 Years
YPSILANTI
WASHTENAW FOUNTAIN PLAZA 6,482,556 8,012,837 1,071,937 1989 1992 40 Years
YPSILANTI
FIRSTAR BANK BUILDING 1,294,751 1,618,438 8,268 1975 1998 40 Years
BURNSVILLE
F-37
76
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost Gross Amount at
Capitalized Which Carried
Subsequent to at the Close of
Initial Cost to Company Acquisition the Period
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
OFFICE BUILDING 5,657,498 2,234,667 8,938,668 10,643 2,234,667
FRIDLEY MN
OFFICE BUILDING 324,261 120,171 480,682 120,171
STILLWATER MN
FACTORY MERCHANTS BRANSON 17,669 22,312,120 11,777,940 17,669
BRANSON MO
KINDER CARE #162 44,020 176,078 44,020
FENTON MO
KINDER CARE #577 53,742 214,968 53,742
HIGH RIDGE MO
FACTORY OUTLET VILLAGE OSAGE BEACH 6,978,714 27,259,675 7,630,589 6,978,714
OSAGE BEACH MO
KMART BUILDING 310,000 1,240,000 310,000
ST. CHARLES MO
SHOPPING CENTER 600,418 2,401,671 600,418
ALBEMARLE NC
SHOPPING CENTER 3,108,108 1,155,652 4,622,609 1,155,652
ASHEBORO NC
SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 55,222 181,998
GOLDSBORO NC
PIZZA HUT - PAD 40,065 225,958 40,065
GREENVILLE NC
SHOPPING CENTER 1,826,586 619,155 2,476,618 619,155
JONESVILLE NC
SHOPPING CENTER 2,344,253 882,260 3,529,040 882,260
KANNAPOLIS NC
SHOPPING CENTER 2,511,561 493,023 1,972,092 493,023
KERNERSVILLE NC
SHOPPING CENTER AND
OUTPARCELS 2,146,952 8,587,807 2,146,952
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Life on
Which Carried at the Which
Close of the Period Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
OFFICE BUILDING 8,949,311 11,183,978 57,084 1991 1998 40 Years
FRIDLEY
OFFICE BUILDING 480,682 600,853 3,070 1985 1998 40 years
STILLWATER
FACTORY MERCHANTS BRANSON 34,090,060 34,107,729 4,398,613 1988 1993 40 Years
BRANSON
KINDER CARE #162 176,078 220,098 1,124 1977 1998 40 years
FENTON
KINDER CARE #577 214,968 268,710 1,373 1980 1998 40 years
HIGH RIDGE
FACTORY OUTLET VILLAGE OSAGE BEACH 34,890,264 41,868,978 5,281,332 1987 1993 40 Years
OSAGE BEACH
KMART BUILDING 1,240,000 1,550,000 7,919 1981 1998 40 years
ST. CHARLES
SHOPPING CENTER 2,401,671 3,002,089 15,337 1988 1998 40 years
ALBEMARLE
SHOPPING CENTER 4,622,609 5,778,261 29,521 1988 1998 40 years
ASHEBORO
SHOPPING CENTER - GOLDSBORO 1,069,654 1,251,652 373,756 1973 1986 35 Years
GOLDSBORO
PIZZA HUT - PAD 225,958 266,023 93,052 1973 1986 35 Years
GREENVILLE
SHOPPING CENTER 2,476,618 3,095,773 15,816 1988 1998 40 years
JONESVILLE
SHOPPING CENTER 3,529,040 4,411,300 22,325 1992 1998 40 years
KANNAPOLIS
SHOPPING CENTER 1,972,092 2,465,115 12,594 1988 1998 40 years
KERNERSVILLE
SHOPPING CENTER AND
OUTPARCELS 8,587,807 10,734,769 54,843 1991 1998 40 years
F-38
77
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
Cost
Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- -----------
Building &
Description Encumbrances Land Improvements Improvements
----------- ------------ ---- ------------ ------------
KINSTON NC
SHOPPING CENTER 2,099,156 8,396,623
OXFORD NC
SHOPPING CENTER 1,391,213 5,564,853 35,856
ROXBORO NC
SHOPPING CENTER 5,197,041 1,709,366 6,837,464
SILER CITY NC
SHOPPING CENTER 9,455,348 5,054,136 20,216,543
STATESVILLE NC
SHOPPING CENTER 1,541,039 6,164,157
THOMASVILLE NC
SHOPPING CENTER 1,771,944 7,087,776
WADESBORO NC
SHOPPING CENTER 6,294,590 2,419,988 9,679,953
WILLIAMSTON NC
SHOPPING CENTER - WILSON 315,000 1,780,370 71,456
WILSON NC
SHOPPING CENTER 6,323,565 2,103,730 8,414,919
WINSTON-SALEM NC
AUTOWORKS #138 122,617 490,469
GRAND ISLAND NE
AUTOWORKS #125 87,784 351,135
HASTINGS NE
KMART BUILDING 520,424 2,081,697
OMAHA NE
LAUREL SQUARE 3,261,701 9,283,302 759,174
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,513,658 230,648
HAMILTON NJ
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Which Carried at the Life on
Close of the Period Which
------------------- Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Land Improvements Total Depreciation Construction Acquired Statement
----------- ---- ------------ ----- ------------ ------------ -------- ---------
KINSTON
SHOPPING CENTER 2,099,156 8,396,623 10,495,779 53,622 1991 1998 40 Years
OXFORD
SHOPPING CENTER 1,391,213 5,600,709 6,991,923 35,837 1989 1998 40 years
ROXBORO
SHOPPING CENTER 1,709,366 6,837,464 8,546,829 43,665 1988 1998 40 years
SILER CITY
SHOPPING CENTER 5,054,136 20,216,543 25,270,678 129,106 1991 1998 40 Years
STATESVILLE
SHOPPING CENTER 1,541,039 6,164,157 7,705,196 39,365 1996 1998 40 Years
THOMASVILLE
SHOPPING CENTER 1,771,944 7,087,776 8,859,720 45,264 1988 1998 40 years
WADESBORO
SHOPPING CENTER 2,419,988 9,679,953 12,099,942 61,818 1991 1998 40 Years
WILLIAMSTON
SHOPPING CENTER - WILSON 315,000 1,851,826 2,166,826 653,182 1973 1986 35 Years
WILSON
SHOPPING CENTER 2,103,730 8,414,919 10,518,648 53,739 1995 1998 40 Years
WINSTON-SALEM
AUTOWORKS #138 122,617 490,469 613,087 3,132 1988 1998 40 years
GRAND ISLAND
AUTOWORKS #125 87,784 351,135 438,918 2,242 1988 1998 40 years
HASTINGS
KMART BUILDING 520,424 2,081,697 2,602,121 13,294 1981 1998 40 years
OMAHA
LAUREL SQUARE 3,261,701 10,042,476 13,304,177 1,651,818 1973 1992 40 Years
BRICKTOWN
HAMILTON PLAZA 1,124,415 4,744,306 5,868,721 575,638 1972 1994 40 Years
HAMILTON
F-39
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NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
Cost
Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- -----------
Building &
Description Encumbrances Land Improvements Improvements
----------- ------------ ---- ------------ ------------
BENNETTS MILLS PLAZA 1,794,122 6,399,888 73,207
JACKSON NJ
SIX FLAGS FACTORY OUTLET 889,214 1,249,781 27,109,466
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 3,715,382
MIDDLETOWN NJ
INSTITUTE FOR DEFENSE ANALYSIS 1,389,460
PRINCETON NJ
KMART BUILDING 452,213 1,808,852
SOMERVILLE NJ
TINTON FALLS PLAZA 1,884,325 6,308,392 78,693
TINTON FALLS NJ
GALLERIA COMMONS 6,584,659 26,338,637
HENDERSON NV
RENAISSANCE CENTER EAST 2,543,856 10,175,427 185,340
LAS VEGAS NV
SHOPPING CENTER 2,855,535 11,422,140
RENO NV
UNIVERSITY MALL 115,079 1,009,902 809,401
CANTON NY
CORTLANDVILLE 236,846 1,439,000 430,013
CORTLAND NY
KMART PLAZA 942,257 3,769,027 246,904
DEWITT NY
D & F PLAZA 730,512 2,156,542 1,518,651
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205
ELMIRA NY
GENESSEE VALLEY 9,362,785 3,492,664 13,970,655
GENESEO NY
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Which Carried at the Life on
Close of the Period Which
------------------------------------------ Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Land Improvements Total Depreciation Construction Acquired Statement
----------- ---- ------------ ----- ------------ ------------ -------- ---------
BENNETTS MILLS PLAZA 1,794,122 6,473,095 8,267,217 690,887 1988 1994 40 Years
JACKSON
SIX FLAGS FACTORY OUTLET 889,214 28,359,247 29,248,461 1,024,495 1997 1997 40 Years
JACKSON
MIDDLETOWN PLAZA 1,204,829 5,194,869 6,399,698 1,975,246 1972 1976 40 Years
MIDDLETOWN
INSTITUTE FOR DEFENSE ANALYSIS 1,389,460 1,389,460 710,447 1982 1974 35 Years
PRINCETON
KMART BUILDING 452,213 1,808,852 2,261,065 11,552 1982 1998 40 years
SOMERVILLE
TINTON FALLS PLAZA 1,884,325 6,387,085 8,271,410 138,896 1953 1998 40 Years
TINTON FALLS
GALLERIA COMMONS 6,584,659 26,338,637 32,923,297 168,202 1997-98 1998 40 Years
HENDERSON
RENAISSANCE CENTER EAST 2,543,856 10,360,767 12,904,623 582,999 1981 1996 40 Years
LAS VEGAS
SHOPPING CENTER 2,855,535 11,422,140 14,277,675 72,943 1974 1997 40 Years
RENO
UNIVERSITY MALL 115,079 1,819,303 1,934,382 978,278 1967 1976 40 Years
CANTON
CORTLANDVILLE 236,846 1,869,013 2,105,859 489,930 1984 1987 35 Years
CORTLAND
KMART PLAZA 942,257 4,015,931 4,958,188 533,698 1970 1993 40 Years
DEWITT
D & F PLAZA 730,512 3,675,193 4,405,705 1,095,552 1967 1986 40 Years
DUNKIRK
SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 220,017 1976 1989 40 Years
ELMIRA
GENESSEE VALLEY 3,492,664 13,970,655 17,463,319 89,219 1993 1998 40 Years
GENESEO
F-40
79
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
Cost Gross Amount at
Capitalized Which Carried
Subsequent to at the Close of
Initial Cost to Company Acquisition the Period
----------------------- ----------- ---------------
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
PYRAMID MALL 2,175,221 8,700,884 130,112 2,175,221
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 104,564 139,429
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 4,986,720 123,938 1,246,680
HAMBURG NY
HORNELL PLAZA - 20,088,582 -
HORNELL NY
CAYUGA PLAZA 1,397,708 5,591,832 504,127 1,397,708
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 608,752 1,545,838
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 411,938 424,634
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 400,000
MARCY NY
WALLKILL PLAZA 18,221,501 2,445,200 8,580,800 148,852 2,445,200
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 1,026,477 8,642,364 80,406 1,026,477
MONROE NY
ROCKLAND PLAZA 3,990,842 3,570,410 5,249,876 3,990,842
NANUET NY
SOUTH PLAZA 508,013 1,051,638 1,583,556 508,013
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 272,942 142,821
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 2,577,573 250,000
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,547,899 241,606
ROME NY
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Which Carried at the Life on
Close of the Period Which
------------------- Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
PYRAMID MALL 8,830,996 11,006,217 1,189,643 1973 1993 40 Years
GENEVA
SHOPPING CENTER - GLOVERSVILLE 629,081 768,510 154,687 1974 1988 40 Years
GLOVERSVILLE
MCKINLEY PLAZA 5,110,658 6,357,338 894,323 1991 1992 40 Years
HAMBURG
HORNELL PLAZA 20,088,582 20,088,582 128,289 1995 1998 40 Years
HORNELL
CAYUGA PLAZA 6,095,959 7,493,667 1,465,270 1969 1989 40 Years
ITHACA
SHOPS @ SENECA MALL 6,792,105 8,337,943 879,664 1971 1993 40 Years
LIVERPOOL
TRANSIT ROAD PLAZA 2,110,475 2,535,109 271,560 1971 1993 40 Years
LOCKPORT
SHOPPING CENTER - MARCY 2,326,024 2,726,024 839,627 1971 1986 35 Years
MARCY
WALLKILL PLAZA 8,729,652 11,174,852 648,691 1986 1995 40 Years
MIDDLETOWN
MONROE SHOPRITE PLAZA 8,722,770 9,749,247 262,739 1972 1997 40 Years
MONROE
ROCKLAND PLAZA 8,820,286 12,811,128 3,577,574 1963 1983 40 Years
NANUET
SOUTH PLAZA 2,635,194 3,143,207 1,118,274 1967 1983 40 Years
NORWICH
WESTGATE PLAZA - ONEONTA 1,465,045 1,607,866 585,660 1967 1984 40 Years
ONEONTA
OSWEGO PLAZA 3,745,600 3,995,600 1,476,969 1966 1977 40 Years
OSWEGO
MOHAWK ACRES 2,816,789 3,058,395 943,306 1965 1984 40 Years
F-41
80
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Gross Amount
Cost at Which
Capitalized Carried at the
Subsequent to Close of the
Initial Cost to Company Acquisition Period
----------------------- ----------- --------------
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
ROME NY
MONTGOMERY WARD 93,341 483,405 231,437 93,341
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 933,792
ROME NY
WESTGATE MANOR PLAZA - ROME 211,711 391,982 816,709 211,711
ROME NY
NORTHLAND 16,182 255,557 823,737 16,182
WATERTOWN NY
SHOPPING CENTER 1,912,323 7,649,291 1,912,323
ASHLAND OH
HARBOR PLAZA 388,997 1,456,108 253,099 388,997
ASHTABULA OH
BELPRE PLAZA 2,066,121 140,189
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 879,270 707,073
BOWLING GREEN OH
SHOPPING CENTER 937,772 3,751,086 27,120 937,772
CELINA OH
BRENTWOOD PLAZA 2,027,969 8,222,875 630,901 2,027,969
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,218,117 23,207 2,300,029
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 117,335 1,321,484
CINCINNATI OH
CROWN POINT SHOPPING CENTER 7,823,966 2,881,681 7,958,319 8,564 2,881,681
COLUMBUS OH
RIVER RUN CENTRE 2,833,351 1,008,861 4,035,444 1,008,861
COSHOCTON OH
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Which Carried at the Life on
Close of the Period Which
------------------- Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
ROME NY
MONTGOMERY WARD 714,842 808,183 280,465 1965 1984 40 Years
ROME
PRICE CHOPPER PLAZA 3,735,170 4,668,962 502,252 1988 1993 40 Years
ROME
WESTGATE MANOR PLAZA - ROME 1,208,691 1,420,402 296,138 1961 1986 40 Years
ROME
NORTHLAND 1,079,294 1,095,476 350,633 1962 1973 40 Years
WATERTOWN
SHOPPING CENTER 7,649,291 9,561,614 48,850 1990 1998 40 years
ASHLAND
HARBOR PLAZA 1,709,207 2,098,204 357,743 1988 1991 40 Years
ASHTABULA
BELPRE PLAZA 2,206,310 2,206,310 624,217 1969 1988 40 Years
BELPRE
SOUTHWOOD PLAZA 2,416,789 3,123,862 789,527 1961 1990 40 Years
BOWLING GREEN
SHOPPING CENTER 3,778,206 4,715,978 25,838 1990 1998 40 years
CELINA
BRENTWOOD PLAZA 8,853,776 10,881,745 986,748 1957 1994 40 Years
CINCINNATI
DELHI SHOPPING CENTER 9,241,324 11,541,353 586,777 1973,85,87 1996 40 Years
CINCINNATI
WESTERN VILLAGE SHOPPING CENTER 5,418,270 6,739,754 626,669 1960 1994 40 Years
CINCINNATI
CROWN POINT SHOPPING CENTER 7,966,883 10,848,564 132,833 1980-85,97 1998 40 Years
COLUMBUS
RIVER RUN CENTRE 4,035,444 5,044,305 25,771 1992 1998 40 Years
COSHOCTON
F-42
81
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost Gross Amount at
Capitalized Which Carried at
Subsequent to the Close of the
Initial Cost to Company Acquisition Period
----------------------- ----------- ----------------
Building &
Description Encumbrances Land Improvements Improvements Land
----------- ------------ ---- ------------ ------------ ----
SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,564,282 4,737,368
DAYTON OH
HERITAGE SQUARE 1,749,182 7,011,927 59,707 1,749,182
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800 179,675 1,944,200
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,685,919 101,962 1,287,649
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,490,228 919,022
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349 96,001
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 466,216 950,667
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 128,373 2,102,371
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 403,895 597,923
PIQUA OH
BRICE PARK SHOPPING CENTER 5,136,931 4,854,414 10,204,698 5,545 4,854,414
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 381,861 1,046,480
TOLEDO OH
GREENTREE SHOPPING CENTER 6,732,454 3,379,200 6,860,800 3,379,200
UPPER ARLINGTON OH
SAFEWAY BUILDING 466,464 1,865,857 466,464
MUSKOGEE OK
BETHEL PARK PLAZA 868,039 9,933,094 888,266 868,039
BETHEL PARK PA
KROGER BUILDING 349,418 1,397,671 349,418
CLEARFIELD PA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Gross Amount at Which Carried at the Life on
Close of the Period Which
------------------- Depreciated
in Latest
Building & Accumulated Date of Date Income
Description Improvements Total Depreciation Construction Acquired Statement
----------- ------------ ----- ------------ ------------ -------- ---------
SOUTH TOWNE CENTRE 11,201,225 15,938,593 2,061,034 1972 1992 40 Years
DAYTON
HERITAGE SQUARE 7,071,634 8,820,816 988,601 1959 1993 40 Years
DOVER
MIDWAY CROSSING 7,956,475 9,900,675 585,046 1986 1995 40 Years
ELYRIA
FAIRFIELD MALL 1,787,881 3,075,530 393,357 1978 1990 40 Years
FAIRFIELD
SILVER BRIDGE PLAZA 4,687,901 5,606,923 1,826,085 1972 1986 40 Years
GALLIPOLIS
SHOPPING CENTER - GENOA 1,016,349 1,112,350 198,155 1987 1991 40 Years
GENOA
PARKWAY PLAZA 2,536,137 3,486,804 572,411 1955 1989 40 Years
MAUMEE
NEW BOSTON SHOPPING CENTER 9,305,291 11,407,662 1,363,313 1991 1993 40 Years
NEW BOSTON
MARKET PLACE 4,142,059 4,739,982 857,770 1972 1991 40 Years
PIQUA
BRICE PARK SHOPPING CENTER 10,210,243 15,064,657 181,170 1989-92 1998 40 Years
REYNOLDSBURG
CENTRAL AVE MARKET PLACE 2,151,068 3,197,548 435,396 1968 1990 40 Years
TOLEDO
GREENTREE SHOPPING CENTER 6,860,800 10,240,000 114,347 1974,80,91 1998 40 Years
UPPER ARLINGTON
SAFEWAY BUILDING 1,865,857 2,332,321 11,916 1981 1998 40 years
MUSKOGEE
BETHEL PARK PLAZA 10,821,360 11,689,399 451,976 1965 1997 40 Years
BETHEL PARK
KROGER BUILDING 1,397,671 1,747,088 8,926 1982 1998 40 years
CLEARFIELD
F-43
82
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent to Gross Amount at Which Carried at the
Initial Cost to Company Acquisition Close of the Period
----------------------- ------------ -------------------
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvement Total
----------- ------------ ---- ------------ ------------ ---- ----------- -----
DILLSBURG SHOPPING 1,166,376 4,665,505 1,166,376 4,665,505 5,831,881
CENTER DILLSBURG PA
SHOPPING CENTER 3,356,245 13,424,980 3,356,245 13,424,980 16,781,225
ELIZABETHTOWN PA
HARDEES - PAD 400,000 400,000 400,000
HANOVER PA
SHOPPING CENTER 3,673,459 1,522,216 6,088,864 1,522,216 6,088,864 7,611,079
JOHNSTOWN PA
NEW GARDEN SHOPPING 912,130 3,161,495 (17,349) 912,130 3,144,146 4,056,276
CENTER KENNETT
SQUARE PA
STONEMILL PLAZA 1,407,975 5,650,901 58,389 1,407,975 5,709,290 7,117,265
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 368,438 384,882 1,409,106 1,793,988
MT. PLEASANT PA
ACME MARKET 227,720 1,398,726 227,720 1,398,726 1,626,446
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,026,320 810,424 1,504,080 6,836,744 8,340,824
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,076,586 159,703 1,168,384 1,328,087
PHILADELPHIA PA
ROOSEVELT MALL NE 1,772,003 2,602,635 6,578,787 1,772,003 9,181,422 10,953,425
PHILADELPHIA PA
STRAWBRIDGE'S 605,607 3,923,050 605,607 3,923,050 4,528,657
PHILADELPHIA PA
LUCKY BUILDING 503,170 2,012,679 503,170 2,012,679 2,515,849
PITTSBURGH PA
ST MARY'S PLAZA 977,711 3,910,842 136,029 977,711 4,046,871 5,024,582
ST. MARY'S PA
NORTHLAND CENTER 1,198,947 4,824,500 77,156 1,198,947 4,901,656 6,100,603
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ------------
DILLSBURG SHOPPING 257,523 1994 1996 40 Years
CENTER DILLSBURG PA
SHOPPING CENTER 85,734 1993-94 1998 40 Years
ELIZABETHTOWN PA
HARDEES - PAD 14,583 1971 1997 35 Years
HANOVER PA
SHOPPING CENTER 38,884 1993 1998 40 Years
JOHNSTOWN PA
NEW GARDEN SHOPPING 130,651 1979 1997 40 Years
CENTER KENNETT
SQUARE PA
STONEMILL PLAZA 708,715 1988 1994 40 Years
LANCASTER PA
CROSSROADS PLAZA 347,696 1975 1988 40 Years
MT. PLEASANT PA
ACME MARKET 13,094 1980 1998 40 Years
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 527,067 1963 1995 40 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 620,436 1958 1974 40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 4,811,010 1964 1964 40 Years
PHILADELPHIA PA
STRAWBRIDGE'S 3,923,050 1964 1964 35 Years
PHILADELPHIA PA
LUCKY BUILDING 12,853 1982 1998 40 years
PITTSBURGH PA
ST MARY'S PLAZA 427,073 1970 1994 40 Years
ST. MARY'S PA
NORTHLAND CENTER 871,611 1988 1992 40 Years
F-44
83
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent to Gross Amount at Which Carried at the
Initial Cost to Company Acquisition Close of the Period
----------------------- ------------ -------------------
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvement Total
----------- ------------ ---- ------------ ------------ ---- ----------- -----
STATE COLLEGE PA
HAMPTON SQUARE SHOPPING 1,214,400 2,465,600 1,214,400 2,465,600 3,680,000
CENTER UPPER SO.
HAMPTON PA
SHOPS AT PROSPECT 741,941 2,967,765 70,154 741,941 3,037,919 3,779,860
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 12,797,412 1,316,020 3,199,353 14,113,432 17,312,785
YORK PA
SHOPPING CENTER 3,882,406 1,367,252 5,469,006 1,367,252 5,469,006 6,836,258
N. CHARLESTON SC
SHOPPING CENTER 5,042,879 1,472,830 5,891,318 1,472,830 5,891,318 7,364,147
HILTON HEAD SC
SHOPPING CENTER 2,444,592 473,111 1,892,443 473,111 1,892,443 2,365,554
HILTON HEAD SC
KROGER BUILDING 371,529 1,486,116 371,529 1,486,116 1,857,646
JAMES ISLAND SC
SHOPPING CENTER 2,709,529 10,838,118 2,709,529 10,838,118 13,547,647
JAMES ISLAND SC
CONGRESS CROSSING 1,098,351 6,747,013 84,281 1,098,351 6,831,294 7,929,645
ATHENS TN
WINN DIXIE BUILDING 578,450 2,313,798 578,450 2,313,798 2,892,248
CHATANNOOGA TN
SHOPPING CENTER 4,298,095 1,423,187 5,692,747 1,423,187 5,692,747 7,115,934
CHATTANOOGA TN
SHOPPING CENTER 4,783,273 1,612,925 6,451,700 1,612,925 6,451,700 8,064,625
COLLEGEDALE TN
SADDLE TREE VILLAGE 2,059,719 658,676 2,634,704 658,676 2,634,704 3,293,380
COLUMBIA TN
WEST TOWNE SQUARE 529,103 3,880,088 1,023,701 529,103 4,903,789 5,432,892
SHOPPING CENTER
ELIZABETHTON TN
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ------------
STATE COLLEGE PA
HAMPTON SQUARE SHOPPING 2,568 1980 1998 40 Years
CENTER UPPER SO.
HAMPTON PA
SHOPS AT PROSPECT 268,635 1994 1995 40 Years
WEST HEMPFIELD PA
YORK MARKETPLACE 1,251,345 1955 1995 40 Years
YORK PA
SHOPPING CENTER 34,926 1996 1998 40 Years
N. CHARLESTON SC
SHOPPING CENTER 37,623 1989 1998 40 years
HILTON HEAD SC
SHOPPING CENTER 12,085 1994 1998 40 Years
HILTON HEAD SC
KROGER BUILDING 9,491 1982 1998 40 years
JAMES ISLAND SC
SHOPPING CENTER 69,214 1993-94 1998 40 Years
JAMES ISLAND SC
CONGRESS CROSSING 1,184,081 1990 1992 40 Years
ATHENS TN
WINN DIXIE BUILDING 14,776 1995 1998 40 Years
CHATANNOOGA TN
SHOPPING CENTER 36,355 1995 1998 40 Years
CHATTANOOGA TN
SHOPPING CENTER 41,202 1997 1998 40 Years
COLLEGEDALE TN
SADDLE TREE VILLAGE 16,826 1990 1998 40 Years
COLUMBIA TN
WEST TOWNE SQUARE 64,720 1970,1998 1998 40 Years
SHOPPING CENTER
ELIZABETHTON TN
F-45
84
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent to Gross Amount at Which Carried at the
Initial Cost to Company Acquisition Close of the Period
----------------------- ------------ -------------------
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvement Total
----------- ------------ ---- ------------ ------------ ---- ----------- -----
GREENEVILLE COMMONS 1,075,200 7,884,800 23,156 1,075,200 7,907,956 8,983,156
GREENEVILLE TN
SHOPPING CENTER 883,031 3,532,122 883,031 3,532,122 4,415,153
HENDERSONVILLE TN
SHOPPING CENTER 3,688,852 14,755,406 12,500 3,688,852 14,767,906 18,456,758
KIMBALL TN
KINGS GIANT SHOPPING 2,500,633 268,686 2,769,319 2,769,319
CENTER KINGSPORT TN
SHOPPING CENTER 6,006,762 2,283,168 9,132,672 (49,105) 2,273,347 9,093,387 11,366,734
KNOXVILLE TN
SHOPPING CENTER 773,263 3,093,053 773,263 3,093,053 3,866,316
MANCHESTER TN
GEORGETOWN SQUARE 1,166,924 4,674,698 208,425 1,166,924 4,883,123 6,050,047
MURFREESBORO TN
SHOPPING CENTER 699,799 2,799,195 1,246 699,799 2,800,441 3,500,240
SHELBYVILLE TN
SHOPPING CENTER 9,110,071 2,831,598 11,326,392 2,831,598 11,326,392 14,157,990
TULLAHOMA TN
SHOPPING CENTER 2,777,062 11,108,246 2,777,062 11,108,246 13,885,308
WINCHESTER TN
SHOPPING CENTER 7,147,858 28,591,433 7,147,858 28,591,433 35,739,291
ARLINGTON TX
KMART BUILDING 517,921 2,071,685 517,921 2,071,685 2,589,606
DE SOTO TX
DHG (Beechnut) 70,000 280,000 70,000 280,000 350,000
HOUSTON TX
DHG (Bellaire) 55,000 220,000 55,000 220,000 275,000
HOUSTON TX
SHOPPING CENTER 3,092,614 933,850 3,735,400 933,850 3,735,400 4,669,250
IRVING TX
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ------------
GREENEVILLE COMMONS 1,360,474 1990 1992 40 Years
GREENEVILLE TN
SHOPPING CENTER 22,557 1989 1998 40 years
HENDERSONVILLE TN
SHOPPING CENTER 94,295 1987 1998 40 Years
KIMBALL TN
KINGS GIANT SHOPPING 471,817 1970 1992 40 Years
CENTER KINGSPORT TN
SHOPPING CENTER 58,323 1990 1998 40 Years
KNOXVILLE TN
SHOPPING CENTER 19,753 1990 1998 40 years
MANCHESTER TN
GEORGETOWN SQUARE 751,655 1986 1993 40 Years
MURFREESBORO TN
SHOPPING CENTER 17,876 1985 1998 40 Years
SHELBYVILLE TN
SHOPPING CENTER 72,332 1995 1998 40 Years
TULLAHOMA TN
SHOPPING CENTER 70,939 1997 1998 40 Years
WINCHESTER TN
SHOPPING CENTER 182,589 1992-93 1998 40 Years
ARLINGTON TX
KMART BUILDING 13,230 1980 1998 40 years
DE SOTO TX
DHG (Beechnut) 1,788 1985 1998 40 years
HOUSTON TX
DHG (Bellaire) 1,405 1985 1998 40 years
HOUSTON TX
SHOPPING CENTER 23,855 1987 1998 40 years
IRVING TX
F-46
85
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent to Gross Amount at Which Carried at the
Initial Cost to Company Acquisition Close of the Period
----------------------- ------------ -------------------
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvement Total
----------- ------------ ---- ------------ ------------ ---- ----------- -----
KROGER BUILDING 381,512 1,526,050 381,512 1,526,050 1,907,562
MISSOURI CITY TX
EL CHICO REST. #75 AND
OUTPARCEL TEMPLE TX 446,686 487,294 446,686 487,294 933,980
SHOPPING CENTER 17,885,496 9,864,539 39,458,154 623,429 9,864,539 40,081,583 49,946,122
WEST VALLEY UT
SHOPPING CENTER - 290,000 792,441 290,000 792,441 1,082,441
COLONIAL HTS VA
COLONIAL HEIGHTS
PIZZA HUT - PAD 427,500 427,500 427,500
VA
FACTORY MERCHANTS 411,023 1,644,017 1,046,535 411,023 2,690,552 3,101,575
FT CHISWELL MAX
MEADOWS VA
HANOVER SQUARE SHOPPING 1,778,701 7,114,805 210,309 1,778,701 7,325,114 9,103,815
CENTER MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 115,710 3,548,432 14,324,437 17,872,869
MIDLOTHIAN VA
SHOPPING CENTER 2,685,565 10,742,259 2,685,565 10,742,259 13,427,823
NORTON VA
CAVE SPRING CORNERS 1,064,298 4,257,792 3,720 1,064,298 4,261,512 5,325,810
SHOPPING ROANOKE CENTER VA
HUNTING HILLS SHOPPING 4,294,817 1,897,007 6,010,376 1,897,007 6,010,376 7,907,383
ROANOKE CENTER VA
SHOPPING CENTER - 250,000 1,363,880 260,466 250,000 1,624,346 1,874,346
SPOTSYLVANIA
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 3,843,899 1,432,155 4,616,848 18,600 1,432,155 4,635,448 6,067,603
VINTON VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 567,515 2,707,679 4,985,307 7,692,986
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 5,119,516 228,283 7,109,314 7,337,597
MOUNDSVILLE WV
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ------------
KROGER BUILDING 9,746 1982 1998 40 years
MISSOURI CITY TX
EL CHICO REST. #75 AND
OUTPARCEL TEMPLE TX 3,112 1998 40 Years
SHOPPING CENTER 251,986 1970 1998 40 Years
WEST VALLEY UT
SHOPPING CENTER - 286,789 1972 1986 35 Years
COLONIAL HTS VA
COLONIAL HEIGHTS
PIZZA HUT - PAD 29,518 1969 1996 35 Years
VA
FACTORY MERCHANTS 990,970 1989 1993 40 Years
FT CHISWELL MAX
MEADOWS VA
HANOVER SQUARE SHOPPING 1,178,757 1991 1993 40 Years
CENTER MECHANICSVILLE VA
VICTORIAN SQUARE 1,723,386 1991 1994 40 Years
MIDLOTHIAN VA
SHOPPING CENTER 66,914 1989 1998 40 years
NORTON VA
CAVE SPRING CORNERS 163,978 1969 1997 40 Years
SHOPPING ROANOKE CENTER VA
HUNTING HILLS SHOPPING 106,434 1989 1998 40 Years
ROANOKE CENTER VA
SHOPPING CENTER - 518,486 1970 1986 35 Years
SPOTSYLVANIA
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 82,183 1976 1998 40 Years
VINTON VA
RIDGEVIEW CENTRE 798,906 1990 1992 40 Years
WISE VA
MOUNDSVILLE PLAZA 996,381 1961 1988 40 Years
F-47
86
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent to Gross Amount at Which Carried at the
Initial Cost to Company Acquisition Close of the Period
----------------------- ------------ -------------------
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvement Total
----------- ------------ ---- ------------ ------------ ---- ----------- -----
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,358,333 153,150 4,511,483 4,511,483
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 143,331 664,121 2,799,814 3,463,935
VIENNA WV
ROXBURY TOWNSHIP NJ 262,878 13,338 262,878 13,338 276,216
ROXBURY NJ
EAST HARTSDALE AVE. 18,235 18,235 18,235
HARTSDALE NY
388,185,135 545,357,775 2,118,378,190 161,734,035 545,400,862 2,280,069,138 2,825,470,000
====================================================================================================
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ------------
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 1,181,169 1986 1988 40 Years
PARKERSBURG WV
KMART PLAZA 398,332 1975 1993 40 Years
VIENNA WV
ROXBURY TOWNSHIP NJ 1998 1997
ROXBURY NJ
EAST HARTSDALE AVE. 1972
HARTSDALE NY
158,021,704
===========
F-48
87
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
(IN THOUSANDS)
----------
YEAR ENDED
FIVE MONTHS ENDED JULY 31,
DECEMBER 31, ----------------------------------------------
1998 1998 1997 1996
----------------- ----------- ----------- -----------
[a] Reconciliation of total real estate carrying
value is as follows:
Balance at beginning of year $ 1,452,738 $ 1,277,775 $ 977,942 $ 765,080
Acquisitions and improvements 40,057 174,963 305,390 218,529
Merger 1,332,714 -- -- --
Cost of property sold (40) -- (5,557) (5,667)
----------- ----------- ----------- -----------
Balance at end of year $ 2,825,469 $ 1,452,738 $ 1,277.775 $ 977,942
=========== =========== =========== ===========
Total cost for federal income tax purposes
at the end of each year $ 2,478,694 $ 1,452,738 $ 1,277.775 $ 977,942
=========== =========== =========== ===========
[b] Reconciliation of accumulated depreciation is
as follows:
Balance at beginning of year $ 136,978 $ 105,866 $ 82,523 $ 64,007
Depreciation expense 21,043 31,112 24,620 19,724
Deletions - property sold -- -- (1,278) (1,208)
----------- ----------- ----------- -----------
Balance at end of year $ 158,021 $ 136,978 $ 105,866 $ 82,523
=========== =========== =========== ===========
F-49
88
NEW PLAN EXCEL REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
(Amounts in Thousands)
SCHEDULE IV
December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D
- -------- -------- -------- --------
Final Face
Interest Maturity Periodic
Description Rate Date Payment Terms
- ----------- ---- ---- -------------
Purchase money first mortgage,
collateralized by a shopping center in Interest payable monthly,
Connellsville, PA balance at maturity
10% 8/31/1999
Interest payable monthly,
Purchase money first mortgage, $45,000 principal per month
collateralized by a shopping center in for 17 months, balance at
Whitesboro, NY maturity
9.38% 7/31/1999
Leasehold mortgage, collateralized by a Interest and principal payable
tenant lease monthly
11.5% 4/30/2004
Leasehold mortgage, collateralized by a Interest and principal payable
tenant lease monthly
12% 5/1/2008
Purchase money first mortgage, Interest payable monthly,
collateralized by a shopping center in balance at maturity
Harrisonburg, VA 9% 7/22/2000
Purchase money first mortgage, Interest payable quarterly and
collateralized by a shopping center in principal payable at maturity
New Bern, NC
7.2% 5/9/2001
Purchase money first mortgage Interest payable monthly and
collateralized by shopping center in principal payable at maturity
Hanover, PA
8.75% 7/23/2001
Leasehold mortgage collateralized by a Interest and principal payable
tenant lease monthly
10% 5/31/2008
COLUMN A COLUMN E COLUMN F COLUMN G
- -------- -------- -------- --------
Face Carrying
Amount of Amount of
Description Prior Liens Mortgages Mortgages
- ----------- ----------- --------- ---------
Purchase money first mortgage,
collateralized by a shopping center in
Connellsville, PA
$ 5,420 $ 5,180
Purchase money first mortgage,
collateralized by a shopping center in
Whitesboro, NY
4,610 4,205
Leasehold mortgage, collateralized by a
tenant lease
259 201
Leasehold mortgage, collateralized by a
tenant lease
1,000 851
Purchase money first mortgage,
collateralized by a shopping center in
Harrisonburg, VA 794 149
Purchase money first mortgage,
collateralized by a shopping center in
New Bern, NC
750 750
Purchase money first mortgage
collateralized by shopping center in
Hanover, PA
700 454
Leasehold mortgage collateralized by a
tenant lease
1,642 1,609
------- -------
$15,175 $13,399
======= =======
Note: Column H is not applicable
F-50
89
NEW PLAN EXCEL REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
(Amounts in Thousands)
SCHEDULE IV
(continued)
Year Ended
December 31, 1998 July 31, 1998 July 31, 1997
----------------- ------------- -------------
Balance, beginning of period $ 13,878 $ 23,107 $ 23,597
Additions during period:
New loans 307 1,322 700
Reductions during period:
Collection of principal (786) (10,551) (1,190)
-------- -------- --------
Balance, end of period $ 13,399 $ 13,878 $ 23,107
======== ======== ========
F-51
90
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 EXCEL REALTY TRUST
(Registrant)
By: /s/ ARNOLD LAUBICH
---------------------------------
Arnold Laubich
Chief Executive Officer
Dated: March 26, 1999
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 Chairman of the Board March 26, 1999
- ----------------------------
William Newman
/s/ ARNOLD LAUBICH Chief Executive Officer March 26, 1999
- ---------------------------- and Director
Arnold Laubich
/s/ GARY B. SABIN President and Director March 26, 1999
- ----------------------------
Gary B. Sabin
/s/ JAMES M. STEUTERMAN Executive Vice President, March 26, 1999
- ---------------------------- Co-Chief Operating Officer
James M. Steuterman and Director
/s/ RICHARD B. MUIR Executive Vice President, March 26, 1999
- ---------------------------- Co-Chief Operating Officer
Richard B. Muir and Director
/s/ JEFFREY D. EGERTSON Chief Financial Officer, Chief March 26, 1999
- ---------------------------- Accounting Officer and
Jeffrey D. Egertson Senior Vice President
/s/ DEAN BERNSTEIN Senior Vice President Finance March 26, 1999
- ---------------------------- and Multifamily and Director
Dean Bernstein
/s/ RAYMOND A. BOTTORF Director March 26, 1999
- ----------------------------
Raymond A. Bottorf
/s/ NORMAN GOLD Director March 26, 1999
- ----------------------------
Norman Gold
91
/s/ BOYD A. LINDQUIST Director March 26, 1999
- ----------------------------
Boyd A. Lindquist
/s/ MELVIN NEWMAN Director March 26, 1999
- ----------------------------
Melvin Newman
/s/ ROBERT E. PARSONS, JR. Director March 26, 1999
- ----------------------------
Robert E. Parsons, Jr.
/s/ BRUCE A. STALLER Director March 26, 1999
- ----------------------------
Bruce A. Staller
/s/ JOHN WETZLER Director March 26, 1999
- ----------------------------
John Wetzler
/s/ GREGORY WHITE Director March 26, 1999
- ----------------------------
Gregory White
/s/ JOHN H. WILMOT Director March 26, 1999
- ----------------------------
John H. Wilmot
92
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
------ -----------------------
*3.1 Articles of Amendment and Restatement of the Charter of the
Company filed as Exhibit 3.01 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No.
33-59195, on May 25, 1995.
*3.2 Articles of Amendment of Articles of Amendment and Restatement
of the Charter of the Company filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-3, File No.
333-65211, on October 1, 1998.
*3.3 Amended and Restated Bylaws of the Company filed as Exhibit
4.6 to the Company's Registration Statement on Form S-3, File
No. 333-65211, on October 1, 1998.
*4.1 Articles Supplementary classifying 4,600,000 shares of
preferred stock as 8 1/2% Series A Cumulative Convertible
Preferred Stock filed as Exhibit 4.01 to the Company's Current
Report on Form 8-K dated February 7, 1997.
*4.2 Articles Supplementary classifying 690,000 shares of preferred
stock as 8 5/8% Series B Cumulative Redeemable Preferred Stock
filed as Exhibit 4.02 to the Company's Current Report on Form
8-K dated January 14, 1998.
4.3 Articles Supplementary relating to the Series C Junior
Participating Preferred Stock of the Company, which may in the
future be issued under the Company's Rights Plan.
*4.4 Articles Supplementary classifying 150,000 shares of preferred
stock as 7.80% Series D Cumulative Voting Step-Up Premium Rate
Preferred Stock filed as Exhibit 4.5 to the Company's
Registration Statement on Form S-3, File No. 333-65211, on
October 1, 1998.
*10.1 Tennessee General Partnership Agreement, dated as of October
13, 1992, between Horne Properties, Inc. and the Company filed
as Exhibit 10.2A to Amendment No. 1 to the Company's
Registration Statement on Form S-11, File No. 33-63160, on
July 12, 1993.
*10.2 Tennessee General Partnership Agreement to create Horne &
Excel Properties (Chapman), dated as of December 30, 1992,
between Horne Properties, Inc. and the Company, filed as
Exhibit 10.2B to Amendment No. 1 to the Company's Registration
Statement on Form S-11, File No. 33-63160, on July 12, 1993.
93
*10.3 Amended and Restated 1993 Stock Option Plan of the Company
filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-8, File No. 333-65223, on October 1, 1998.
10.4 Amendment to the 1993 Stock Option Plan of the Company
(Amended and Restated May 28, 1998), dated September 28, 1998.
10.5 Amendment to the 1993 Stock Option Plan of the Company
(Amended and Restated May 28, 1998), dated February 8, 1999.
*10.6 Form of Incentive Stock Option Agreement under the Company's
1993 Stock Option Plan filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-11, File No. 33-63160, on May
21, 1993.
*10.7 Form of Non-Qualified Stock Option Agreement under the
Company's 1993 Stock Option Plan filed as Exhibit 10.12 to the
Company's Registration Statement on Form S-11, File No.
33-63160, on May 21, 1993.
10.8 1994 Directors' Stock Option Plan of the Company (Amended and
Restated May 10, 1996).
10.9 Amendment to the 1994 Directors' Stock Option Plan of the
Company (Amended and Restated May 10, 1996), dated September
28, 1998.
*10.10 Form of Stock Option Agreement under the 1994 Directors' Stock
Plan of the Company filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8, File No. 333-02329 on
April 8, 1996.
*10.11 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8, File
No. 333-65221, on October 1, 1998.
*10.12 New Plan Realty Trust 1991 Stock Option Plan, as amended,
filed as Exhibit 4.2 to the Company's Registration Statement
on Form S-8, File No. 333-65221, on October 1, 1998.
*10.13 Amended and Restated New Plan Realty Trust 1985 Incentive
Stock Option Plan filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8, File No. 333-65221, on
October 1, 1998.
*10.14 New Plan Realty Trust March 1991 Stock Option Plan and
Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-8, File No.
333-65221, on October 1, 1998.
*10.15 Agreement of Limited Partnership of EH Properties, L.P., dated
as of March 25, 1994, by and between the Company and Horne
Properties, Inc., together with any other Persons who become
Partners in the Partnership as provided therein, filed as
Exhibit 10.37 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
94
*10.16 Partnership Contribution Closing Agreement, dated as of March
28, 1994, by and between Horne Properties, Inc., the Company
and EH Properties, L.P. filed as Exhibit 10.38 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
*10.17 Master Agreement, dated as of January 1, 1995, by and among
the Company and the limited partnerships named therein filed
as Exhibit 10.45 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
*10.18 Closing Memorandum, dated as of January 20, 1995, by and among
the Company and the limited partnerships named therein filed
as Exhibit 10.46 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
*10.19 Agreement, dated January 20, 1995, by and among the Company
and the limited partnerships named therein filed as Exhibit
10.47 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
*10.20 Indenture, dated as of May 8, 1995, between the Company and
State Street Bank and Trust Company of California, N.A. (as
successor to the First National Bank of Boston) filed as
Exhibit 4.01 to the Company's Registration Statement on Form
S-3, File No. 33-59195, as amended, on May 9, 1995.
*10.21 First Supplemental Indenture, dated as of April 4, 1997,
between the Company and State Street Bank and Trust Company of
California, N.A. filed as Exhibit 4.02 to the Company's
Registration Statement on Form S-3, File No. 333-24615, as
amended, on April 4, 1997.
*10.22 Second Supplemental Indenture, dated as of July 3, 1997,
between the Company and State Street Bank and Trust Company of
California, N.A. filed as Exhibit 4.01 to the Company's
Current Report on Form 8-K dated July 3, 1997.
*10.23 Amended and Restated Agreement of Limited Partnership of Excel
Realty Partners, L.P., dated as of June 25, 1997, filed as
Exhibit 10.20 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997.
*10.24 Contribution Agreement by and between each of the partnerships
named therein and Excel Realty Partners, L.P. filed as Exhibit
10.33 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
*10.25 Contribution Agreement, dated as of June 20, 1997, among Excel
Realty Partners, L.P., Briggsmore Plaza Co., G&H Associates,
Montebello Plaza Co. and Paradise Plaza Co. filed as Exhibit
10.01 to the Company's Current Report on Form 8-K dated July
3, 1997.
10.26 Credit Agreement, dated as of November 21, 1997, by and among
New Plan Realty Trust, the Lenders party thereto and The Bank
of New York, as agent.
*10.27 Assignment and Assumption Agreement dated December 1, 1997 by
and among New Plan Realty Trust, Bank Hapoalim B.M. and The
Bank of New York filed as Exhibit 10.2 to the Annual Report on
Form 10-K of New Plan Realty Trust for the fiscal year ended
July 31, 1998.
95
*10.28 Waiver and Amendment to Credit Agreement, dated as of
September 25, 1998 by and among New Plan Realty Trust, the
Lenders party thereto and The Bank of New York, as agent,
filed as Exhibit 10.3 to the Annual Report on Form 10-K of
New Plan Realty Trust for the fiscal year ended July 31, 1998.
*10.29 Assumption and Substitution Agreement, dated as of September
28, 1998 by and among the Company, New Plan Realty Trust, the
Lenders party thereto and The Bank of New York, as agent,
filed as Exhibit 10.4 to the Annual Report on Form 10-K of
New Plan Realty Trust for the fiscal year ended July 31, 1998.
10.30 First Amended and Restated Revolving Credit Agreement, dated
as of March 31, 1998, among the Company, BankBoston, N.A., the
Other Banks which are or may become parties to the Agreement
and BankBoston, N.A., as agent.
*10.31 Distribution Agreement, dated as of March 31, 1998, by and
among the Company, ERT Development Corporation and Excel
Legacy Corporation filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated April 2, 1998.
*10.32 Administrative Services Agreement, dated as of March 31, 1998,
by and between the Company and Excel Legacy Corporation, filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K
dated April 2, 1998.
*10.33 Intercompany Agreement, dated as of March 31, 1998, by and
between the Company and Excel Legacy Corporation, filed as
Exhibit 10.2 to the Company's Current Report on Form 8-K dated
April 2, 1998.
*10.34 Tax Sharing Agreement, dated as of March 31, 1998, by and
between the Company and Excel Legacy Corporation, filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K dated
April 2, 1998.
*10.35 Transitional Services Agreement, dated as of March 31, 1998,
by and between the Company and Excel Legacy Corporation, filed
as Exhibit 10.4 to the Company's Current Report on Form 8-K
dated April 2, 1998.
*10.36 Agreement and Plan of Merger, dated May 14, 1998, as amended
as of August 7, 1998, among the Company, ERT Merger Sub, Inc.
and New Plan Realty Trust, filed as Exhibit 2.1 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
*10.37 Rights Agreement, dated as of May 15, 1998, between the
Company and BankBoston, N.A., filed as Exhibit 4 to the
Company's Report on Form 8-A dated May 22, 1998.
*10.38 Senior Securities Indenture, dated as of February 3, 1999,
among the Company, New Plan Realty Trust, as guarantor, and
State Street Bank and Trust Company, as Trustee, filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
February 3, 1999.
10.39 Employment Agreement, dated as of September 17, 1998, by and
between the Company and William Newman.
96
*10.40 Employment Agreement, dated as of May 14, 1998, by and between
the Company and Arnold Laubich, filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
*10.41 Employment Agreement, dated as of May 14, 1998, by and between
the Company and Gary B. Sabin, filed as Exhibit 10.2 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
10.42 First Amendment to Employment Agreement, dated as of September
25, 1998, by and between the Company and Gary B. Sabin.
10.43 Employment Agreement, dated as of September 25, 1998, by and
between the Company and James M. Steuterman.
10.44 Employment Agreement, dated as of September 25, 1998, by and
between the Company and Richard B. Muir.
10.45 Employment Agreement, dated as of September 25, 1998, by and
between the Company and Steven F. Siegel.
*10.46 Support Agreement, dated as of May 14, 1998, by William Newman
to the Company, filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
*10.47 Support Agreement, dated as of May 14, 1998, by Arnold Laubich
to the Company, filed as Exhibit 10.5 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
*10.48 Support Agreement, dated as of May 14, 1998, by Gary B. Sabin
to the Company, filed as Exhibit 10.6 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
10.49 Unconditional Guaranty of Payment and Performance, dated as of
January 13, 1999, by the Company.
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP.
27(1) Financial Data Schedule.
- ----------
*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.