-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TwyYtnjS2RQCw0d/sGKBpy+Q5qjWYbcsBQm8xsle+Y5Pr2SlM5MgXmEExFQ+hvh4 u8KrV/Mopqna+U7yYo8oZQ== 0000950123-99-002704.txt : 19990331 0000950123-99-002704.hdr.sgml : 19990331 ACCESSION NUMBER: 0000950123-99-002704 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-08459 FILM NUMBER: 99577282 BUSINESS ADDRESS: STREET 1: 1120 AVE OF THE AMERICAS STREET 2: 12TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128693000 MAIL ADDRESS: STREET 1: 1120 AVENUE OF THE AMERICAS STREET 2: 1120 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 10-K405 1 NEW PLAN REALTY TRUST 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K |_| 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 ________________ OR |X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from August 1, 1998 to December 31, 1998 Commission File Number 1-8459 NEW PLAN REALTY TRUST (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 13-1995781 (State of Incorporation) (I.R.S. Employer Identification No.) 1120 AVENUE OF THE AMERICAS NEW YORK, NY 10036 (212) 869-3000 (Address of Principal Executive Offices) (Registrant's Telephone Number) Securities registered pursuant to Section 12(b) of the Act: NONE (Title of Class) NONE (Name of Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] AS OF MARCH 26, 1999, THE SOLE OUTSTANDING SHARE OF BENEFICIAL INTEREST OF THE REGISTRANT WAS HELD BY NEW PLAN EXCEL REALTY TRUST, INC. ================================================================================ 2 TABLE OF CONTENTS
ITEM NO. PAGE - -------- ---- PART I ...................................................................................................... 1 Item 1. Business................................................................................................. 1 Item 2. Properties............................................................................................... 5 Item 3. Legal Proceedings........................................................................................ 20 Item 4. Submission of Matters to a Vote of Security Holders...................................................... 20 PART II ...................................................................................................... 20 Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters................................ 20 Item 6. Selected Financial Data.................................................................................. 22 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................... 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.............................................. 30 Item 8. Financial Statements and Supplementary Data.............................................................. 30 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 31 PART III ...................................................................................................... 31 Item 10. Trustees and Executive Officers of the Trust............................................................ 31 Item 11. Executive Compensation.................................................................................. 37 Item 12. Security Ownership of Certain Beneficial Owners and Management.......................................... 39 Item 13. Certain Relationships and Related Transactions.......................................................... 39 PART IV ...................................................................................................... 40 Item 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K..................................................................................... 40
3 PART I FORWARD-LOOKING STATEMENTS This Transition Report on Form 10-K, together with other statements and information publicly disseminated by New Plan Realty Trust (the "Registrant" or the "Trust"), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, 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 Trust 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 Transition Report on Form 10-K and in the other reports filed by the Trust or New Plan Excel (as defined below) with the SEC or otherwise publicly disseminated by the Trust or New Plan Excel. EXPLANATORY NOTE Prior to the Merger, the Trust had a fiscal year end of July 31. In connection with the Merger, the Trust adopted a fiscal year end of December 31, beginning with a short fiscal year ending on December 31, 1998. Except as otherwise specified herein, the information contained in this Transition Report on Form 10-K relates to the period from August 1, 1998 to December 31, 1998. ITEM 1. BUSINESS (a) General Development of Business From August 1, 1998 to September 28, 1998, the Trust was a self-administered and self-managed equity real estate investment trust. The Trust was organized on July 31, 1972 as a business trust under the laws of the Commonwealth of Massachusetts. The Trust is the successor to the original registrant (Reg. No. 2-19671), New Plan Realty Corporation, which was incorporated under the laws of the State of Delaware on December 4, 1961. Since September 28, 1998, in connection with the Merger, the Trust has been a wholly owned subsidiary of New Plan Excel Realty Trust, Inc. ("New Plan Excel"), a self-administered and self-managed equity real estate investment trust. New Plan Excel, known as Excel Realty Trust, Inc. 4 immediately prior to the Merger, was incorporated in 1985 and subsequently reincorporated as a Maryland corporation. See " -- Narrative Description of Business -- Developments from August 1998 to December 1998 -- The Merger" below. (b) Financial Information About Industry Segments From August 1, 1998 to September 28, 1998, the Trust was in the business of managing, operating, leasing, acquiring, developing and investing in shopping centers, factory outlet centers and apartment communities. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Transition Report on Form 10-K for certain information required by Item 1. Since September 28, 1998, the Trust has been in the business of managing, operating and leasing its existing portfolio of shopping centers, factory outlet centers and apartment communities. See " -- Narrative Description of the Business -- Acquisition, Financing and Operating Strategies" below. (c) Narrative Description of Business General As of December 31, 1998, the Trust owned, directly or through its subsidiaries, fee or leasehold interests in 139 shopping centers containing an aggregate of approximately 19.5 million square feet of gross leasable area, six factory outlet centers containing an aggregate of approximately 1.9 million square feet of gross leasable area and 54 garden apartment communities containing approximately 13,000 units, primarily in the eastern half of the United States. The average occupancy rates as of December 31, 1998 for the shopping centers, factory outlet centers and apartment communities were approximately 90%, 90% and 91%, respectively. In addition, the Trust owned mortgage interests in five shopping centers as of December 31, 1998. The Trust maintains its principal executive offices at 1120 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 869-3000. Acquisition, Financing and Operating Strategies From August 1, 1998 to September 28, 1998, the Trust's primary investment strategy was to identify and purchase well-located income-producing shopping centers and apartment communities at a discount to replacement cost. The Trust also purchased or developed selected factory outlet centers. The Trust sought to achieve income growth and enhance the cash flow potential of its properties through a program of expansion, renovation, leasing, re-leasing and improving the tenant mix. The Trust minimized development risks by generally purchasing existing income-producing properties. The Trust regularly reviewed its portfolio and from time to time considered the disposition of certain of its properties. As a result of the Merger on September 28, 1998, the Trust currently seeks to achieve income growth and enhance the cash flow potential of its properties through a program of expansion, renovation, leasing, re-leasing and improving the tenant mix. It is expected that future acquisitions and developments of, and investments in, shopping centers, factory outlet centers and apartment communities will be undertaken by New Plan Excel directly or indirectly, rather than through the Trust (although the Trust is not precluded from undertaking future acquisitions or developments of, or investments in, properties). 2 5 The Trust regularly reviews its portfolio and from time to time considers the disposition of certain of its properties. The Trust has generally acquired properties for cash. In a few instances, properties were acquired subject to existing mortgages. Long-term debt of the Trust as of December 31, 1998 consisted of $116.9 million of mortgages having a weighted average interest rate of 7.7%, as well as $413.9 million aggregate principal amount of unsecured notes having a weighted average interest rate of 7.0%. The Trust's short-term debt consists of normal trade accounts payable and the current portion of mortgages payable. In connection with the Merger, as of September 28, 1998, the Trust guaranteed the borrowings of New Plan Excel under New Plan Excel's $300 million revolving credit facilities. As of December 31, 1998, New Plan Excel had a total of approximately $201 million outstanding under its revolving credit facilities, of which $50 million is reflected in the Trust's balance sheet as of December 31, 1998 as due to New Plan Excel Realty Trust, Inc. In addition, it is expected that the Trust will guarantee any debt issued in the future by New Plan Excel under New Plan Excel's recently established medium-term notes program. See " -- Recent Developments" below. From August 1, 1998 to September 28, 1998, virtually all operating and administrative functions, such as leasing, data processing, finance, accounting, construction and legal, were centrally managed at the Trust's headquarters. In addition, the Trust maintained regional offices located near its various properties. On-site functions such as security, maintenance, landscaping and other similar activities were either performed by the Trust or subcontracted. The cost of these functions was passed through to tenants to the extent permitted by the respective leases. As a result of the Merger on September 28, 1998, virtually all operating and administrative functions, such as leasing, data processing, finance, accounting, construction and legal, are now managed at the Trust's executive and operational headquarters in New York, New York and the Trust's operational headquarters in San Diego, California. The Trust continues to maintain field offices and regional offices located near its various properties. On-site functions such as security, maintenance, landscaping and other similar activities are either performed by the Trust or subcontracted. The cost of these functions are passed through to tenants to the extent permitted by the respective leases. Developments from August 1998 to December 1998 Acquisitions. From August 1, 1998 to September 28, 1998, the Trust paid approximately $17.1 million to acquire three shopping centers containing approximately 152,000 gross leasable square feet and one apartment property containing 279 units. Funds from Operations. Funds from operations applicable to common shares of beneficial interest, no par value, of the Trust ("Shares of Beneficial Interest"), defined as net income plus depreciation and amortization of real estate, less gains from sales of assets and securities, was approximately $55.3 million from August 1, 1998 through December 31, 1998. The Merger. On September 28, 1998, Excel Realty Trust, Inc. ("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 3 6 and the shareholders of the Trust at special meetings held on September 25, 1998. In connection with 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 New Plan Excel ("New Plan Excel Common Stock"), 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 New Plan Excel ("New Plan Excel Series D Preferred Stock"). New Plan Excel issued an aggregate of approximately 60,000,000 shares of New Plan Excel Common Stock and 150,000 shares of New Plan Excel Series D Preferred Stock (represented by 1,500,000 depositary shares, each of which represents a one-tenth fractional interest in a share of New Plan Excel 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 New Plan Excel's common stock outstanding immediately following the Merger. Since the Merger, New Plan Excel has held the sole issued and outstanding Share of Beneficial Interest of the Trust. The New Plan Excel Common Stock is listed for trading on the New York Stock Exchange under the symbol "NXL." As further provided in the Merger Agreement, since September 28, 1998, the Board of Trustees of the Trust and the Board of Directors of New Plan Excel have 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 Trust and New Plan Excel 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 Trust and New Plan Excel intend and expect that Mr. Laubich will eventually succeed Mr. Newman as Chairman of the Board of the Trust and New Plan Excel, 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 Trust and New Plan Excel, at such time as Mr. Laubich is no longer serving in such capacity. Recent Developments On February 3, 1999, New Plan Excel 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. It is expected that future medium-term notes will be issued by New Plan Excel through this program, rather than by the Trust under its existing medium-term notes program (although the Trust is not precluded from undertaking future debt issuances). The Trust will guarantee any debt issued in the future by New Plan Excel under New Plan Excel's medium-term notes program. 4 7 Competition The success of the Trust 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 Trust to compete with others for tenants and keep its properties leased at profitable levels and construction costs. Adverse changes in general or local economic conditions could result in the inability of some existing tenants of the Trust to meet their lease obligations and could otherwise adversely affect the Trust's ability to attract or retain tenants. Management believes, however, that the Trust's financial strength and operating practices, particularly its ability to implement renovation, expansion and leasing programs, will enable it to maintain and increase rental income from its properties. Employees As of December 31, 1998, New Plan Excel and its subsidiaries (including the Trust) employed approximately 750 individuals (including executive, administrative and field personnel). Federal Income Tax Status From August 1, 1998 to September 28, 1998, the Trust met the qualification requirements of a real estate investment trust under the Internal Revenue Code. See Item 5 below. In order to maintain its qualification as a real estate investment trust ("REIT") during that period, the Trust was required, among other things, to distribute at least 95% of its REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Trust was not subject to federal income tax with respect to that portion of its income which met certain criteria and was distributed annually to its shareholders. As a result of the Merger, since September 28, 1998, the Trust has been a wholly owed subsidiary of New Plan Excel, which for 1998 met the qualification requirements of a real estate investment trust under the Internal Revenue Code. As a result, from September 28, 1998 to December 31, 1998, the Trust was a disregarded entity for federal income tax purposes. (d) Risk Factors For a discussion of the risks that the Trust believes are material to investors who purchase or own the securities of the Trust or New Plan Excel that are not otherwise described in this Form 10-K, see the information contained under the caption "Risk Factors" in New Plan Excel's Annual Report on Form 10-K for the year ended December 31, 1998, which is hereby incorporated by reference. ITEM 2. PROPERTIES The location, general character and primary occupancy information with respect to the Trust's properties as of December 31, 1998 are set forth on the Summary of Properties Schedule on the pages immediately following. 5 8 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Apartments - ------------------------------------- BRECKENRIDGE APARTMENTS 120 7 Fee 91 BIRMINGHAM AL DEVONSHIRE PLACE 284 16 Fee 84 BIRMINGHAM AL COURTS AT WILDWOOD 220 22 Fee 83 BIRMINGHAM AL THE CLUB APARTMENTS 292 23 Fee 78 BIRMINGHAM AL PLANTATION APARTMENTS 120 6 Fee 96 MOBILE AL MAISON DE VILLE APTS 347 20 Fee 95 MOBILE AL MAISON IMPERIAL APTS 56 6 Fee 96 MOBILE AL KNOLLWOOD APARTMENTS 704 43 Fee 98 MOBILE AL HILLCREST APARTMENTS 140 7 Fee 98 MOBILE AL RODNEY APARTMENTS 207 11 Fee 83 DOVER DE MAYFAIR APARTMENTS 96 7 Fee 92 DOVER DE CHARTER POINTE APARTMENTS 312 20 Fee 97 ALTAMONTE SPRINGS FL LAKE PARK APARTMENTS 227 10 Fee 96 LAKE PARK FL CAMBRIDGE APARTMENTS 180 12 Fee 99 ATHENS GA TARA APARTMENTS 240 19 Fee 87 ATHENS GA
6 9 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Apartments - ------------------------------------- REGENCY CLUB APARTMENTS 232 17 Fee 96 EVANSVILLE IN HAWTHORNE HEIGHTS APTS 241 15 Fee 88 INDIANAPOLIS IN FOREST HILLS APARTMENTS 420 22 Fee 92 INDIANAPOLIS IN JAMESTOWN APARTMENTS 125 8 Fee 93 LEXINGTON KY SADDLEBROOK APARTMENTS 455 20 Fee 78 LEXINGTON KY POPLAR LEVEL APARTMENTS 88 3 Fee 95 LOUISVILLE KY LA FONTENAY APARTMENTS 248 17 Fee 93 LOUISVILLE KY CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 92 LOUISVILLE KY RIVERCHASE APARTMENTS 203 5 Fee 90 NEWPORT KY SHERWOOD ACRES APARTMENTS 612 26 Fee 86 BATON ROUGE LA FORESTWOOD APARTMENTS 272 11 Fee 97 BATON ROUGE LA WILLOW BEND LAKE APARTMENTS 360 25 Fee 90 BATON ROUGE LA DEERHORN VILLAGE APARTMENTS 309 36 Fee 95 KANSAS CITY MO CARDINAL WOODS APARTMENTS 184 17 Fee 97 CARY NC POLO RUN APARTMENTS 279 28 Fee 93 RALEIGH NC MEADOW EAST APARTMENTS 100 15 Fee 99 POTSDAM NY
7 10 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Apartments - ------------------------------------- MOHAWK GARDEN APARTMENTS 208 12 Fee 90 ROME NY SPRING CREEK APARTMENTS 288 19 Fee 93 COLUMBUS OH NORTHGATE APARTMENTS 316 21 Fee 88 COLUMBUS OH ARLINGTON VILLAGE APARTMENTS 164 10 Fee 92 FAIRBORN OH CHESTERFIELD APARTMENTS 104 9 Fee 90 MAUMEE OH EASTGREEN ON THE COMMONS APTS. 360 45 Fee 91 REYNOLDSBURG OH GOLDCREST APARTMENTS 173 9 Fee 98 SHARONVILLE OH CAMBRIDGE PARK APTS 196 14 Fee 93 UNION TWP-CINN OH GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 91 HARRISBURG PA HARBOUR LANDING APARTMENTS 208 15 Fee 90 COLUMBIA SC SEDGEFIELD APARTMENTS 280 19 Fee 79 FLORENCE SC TURTLE CREEK APARTMENTS 152 13 Fee 84 GREENVILLE SC HICKORY LAKE APARTMENTS 322 26 Fee 91 ANTIOCH TN COURTS @ WATERFORD PLACE 318 26 Fee 92 CHATTANOOGA TN ASHFORD PLACE APARTMENTS 268 16 Fee 80 CLARKSVILLE TN
8 11 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Apartments - ------------------------------------- THE PINES APARTMENTS 224 11 Fee 95 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 170 11 Fee 89 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 240 11 Fee 79 CLARKSVILLE TN LANDMARK ESTATES APARTMENTS 93 9 Fee 91 EAST RIDGE TN MILLER CREST APARTMENTS 121 16 Fee 92 JOHNSON CITY TN CEDAR BLUFF APARTMENTS 192 31 Fee 83 KNOXVILLE TN COUNTRY PLACE APARTMENTS 312 27 Fee 84 NASHVILLE TN WOODBRIDGE APARTMENTS 220 19 Fee 92 NASHVILLE TN Factory Outlets - ------------------------------------- FACTORY MERCHANTS BARSTOW 333,506 49 Fee 95 BARSTOW CA ST AUGUSTINE OUTLET CENTER 334,792 32 Fee 94 ST AUGUSTINE FL FACTORY MERCHANTS BRANSON 317,044 39 Fee & 80 BRANSON MO Leasehold FACTORY OUTLET VILLAGE OSAGE BE 399,960 147 Fee 94 OSAGE BEACH MO SIX FLAGS FACTORY OUTLET 290,330 55 Fee 97 JACKSON NJ FACTORY MERCHANTS FT CHISWELL 175,705 55 Fee 68 MAX MEADOWS VA
9 12 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Miscellaneous - ------------------------------------- PIZZA HUT - PAD 3,640 1 Fee 100 GREENVILLE NC HARDEES - PAD 3,800 1 Leasehold 100 HANOVER PA PIZZA HUT - PAD 3,384 1 Leasehold 100 HARRISONBURG VA Office Building - ------------------------------------- INSTITUTE FOR DEFENSE ANALYSIS 51,000 8 Leasehold 100 PRINCETON NJ Shopping Centers - ------------------------------------- CLOVERDALE VILLAGE 59,407 6 Fee 100 FLORENCE AL RODNEY VILLAGE 213,610 15 Fee 89 DOVER DE DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 100 DOVER DE REGENCY PARK SHOPPING CENTER 327,710 30 Fee 94 JACKSONVILLE FL
10 13 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- SOUTHGATE SHOPPING CENTER 262,910 24 Fee 95 NEW PORT RICHIE FL PRESIDENTIAL PLAZA 67,269 6 Fee 97 NORTH LAUDERDALE FL PRESIDENTIAL PLAZA WEST 21,035 2 Fee 80 NORTH LAUDERDALE FL COLONIAL MARKETPLACE 128,823 10 Fee 100 ORLANDO FL RIVERWOOD SHOPPING CENTER 93,506 15 Fee 97 PORT ORANGE FL SEMINOLE PLAZA 144,011 12 Fee 85 SEMINOLE FL RUTLAND PLAZA 149,811 13 Fee 93 ST PETERSBURG FL ALBANY PLAZA 114,446 7 Fee 97 ALBANY GA SOUTHGATE PLAZA - ALBANY 59,816 5 Fee 100 ALBANY GA PERLIS PLAZA 165,774 20 Fee 90 AMERICUS GA EASTGATE PLAZA - AMERICUS 44,365 4 Fee 100 AMERICUS GA ROGERS PLAZA 50,178 5 Fee 70 ASHBURN GA SWEETWATER VILLAGE 66,197 7 Fee 95 AUSTELL GA CEDARTOWN SHOPPING CENTER 107,220 14 Fee 100 CEDARTOWN GA CEDAR PLAZA 83,300 9 Fee 100 CEDARTOWN GA
11 14 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- CORDELE SQUARE 131,327 11 Fee 89 CORDELE GA SOUTHGATE PLAZA - CORDELE 39,292 3 Fee 91 CORDELE GA MR B'S 14,142 1 Fee 32 CORDELE GA HABERSHAM VILLAGE 147,182 18 Fee 99 CORNELIA GA MIDWAY VILLAGE SHOPPING CENTER 73,328 10 Fee 88 DOUGLASVILLE GA WESTGATE - DUBLIN 189,724 35 Fee 69 DUBLIN GA NEW CHASTAIN CORNERS SHOPPING C 108,388 13 Fee 99 MARIETTA GA MARSHALL'S AT EASTLAKE SHOPPING 55,173 7 Fee 100 MARIETTA GA VILLAGE AT SOUTHLAKE 53,384 6 Fee 98 MORROW GA CREEKWOOD SHOPPING CENTER 69,778 9 Fee 94 REX GA VICTORY SQUARE 168,514 35 Fee 100 SAVANNAH GA EISENHOWER SQUARE SHOPPING CENT 125,120 12 Fee 94 SAVANNAH GA TIFT-TOWN 61,218 4 Fee 78 TIFTON GA WESTGATE - TIFTON 16,307 2 Fee 92 TIFTON GA HAYMARKET SQUARE 266,525 28 Fee 92 DES MOINES IA HAYMARKET MALL 233,940 22 Fee 67 DES MOINES IA
12 15 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- SOUTHFIELD PLAZA SHOPPING CTR 191,073 18 Fee 73 BRIDGEVIEW IL WESTRIDGE COURT SHOPPING CTR 445,779 50 Fee 99 NAPERVILLE IL TINLEY PARK PLAZA 283,470 21 Fee 98 TINLEY PARK IL COLUMBUS CENTER 270,227 24 Fee 71 COLUMBUS IN JASPER MANOR 194,120 26 Fee 98 JASPER IN TOWN FAIR SHOPPING CENTER 113,939 16 Fee 100 PRINCETON IN WABASH CROSSING 166,992 18 Fee 100 WABASH IN JACKSON VILLAGE 147,196 48 Fee 72 JACKSON KY J*TOWN CENTER 186,855 17 Fee 74 JEFFERSONTOWN KY NEW LOUISA PLAZA 114,985 20 Fee 85 LOUISA KY PICCADILLY SQUARE 96,370 13 Fee 94 LOUISVILLE KY EASTGATE SHOPPING CENTER 152,855 18 Fee 89 MIDDLETOWN KY LIBERTY PLAZA 215,549 26 Fee 85 RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 109,513 16 Fee 0 SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 280,521 32 Fee 92 ANN ARBOR MI
13 16 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- FARMINGTON CROSSROADS 84,310 8 Fee 100 FARMINGTON MI DELTA CENTER 173,619 16 Fee 97 LANSING MI HAMPTON VILLAGE CENTRE 460,268 79 Fee 99 ROCHESTER HILLS MI FASHION CORNERS 188,874 15 Fee & 79 SAGINAW MI Leasehold HALL ROAD CROSSING 176,467 27 Fee 100 SHELBY MI SOUTHFIELD PLAZA 106,948 9 Fee 100 SOUTHFIELD MI DELCO PLAZA 154,853 15 Fee 100 STERLING HEIGHTS MI WASHTENAW FOUNTAIN PLAZA 136,103 12 Fee 99 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 79,579 10 Fee 100 GOLDSBORO NC SHOPPING CENTER - WILSON 104,982 17 Fee 76 WILSON NC LAUREL SQUARE 246,235 35 Fee 97 BRICKTOWN NJ HAMILTON PLAZA 149,060 18 Fee 99 HAMILTON NJ BENNETTS MILLS PLAZA 102,238 13 Fee 95 JACKSON NJ MIDDLETOWN PLAZA 122,558 19 Fee 82 MIDDLETOWN NJ TINTON FALLS PLAZA 100,582 7 Fee 93 TINTON FALLS NJ
14 17 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- RENAISSANCE CENTER EAST 145,578 15 Fee 96 LAS VEGAS NV UNIVERSITY MALL 78,738 25 Fee 81 CANTON NY CORTLANDVILLE 100,300 13 Fee 95 CORTLAND NY KMART PLAZA 115,500 11 Fee 100 DEWITT NY D & F PLAZA 191,733 30 Fee 75 DUNKIRK NY SHOPPING CENTER - ELMIRA 54,400 5 Fee 100 ELMIRA NY PYRAMID MALL 233,137 37 Fee 81 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 45,111 4 Fee 62 GLOVERSVILLE NY MCKINLEY PLAZA 92,782 20 Fee 92 HAMBURG NY CAYUGA PLAZA 199,533 22 Fee 95 ITHACA NY SHOPS @ SENECA MALL 237,202 30 Fee 87 LIVERPOOL NY TRANSIT ROAD PLAZA 138,119 15 Fee 100 LOCKPORT NY SHOPPING CENTER - MARCY 123,380 21 Fee 2 MARCY NY WALLKILL PLAZA 203,234 24 Fee 100 MIDDLETOWN NY MONROE SHOPRITE PLAZA 122,394 12 Fee 100 MONROE NY
15 18 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- ROCKLAND PLAZA 248,014 28 Fee 98 NANUET NY SOUTH PLAZA 143,665 36 Fee 78 NORWICH NY WESTGATE PLAZA - ONEONTA 71,952 11 Fee 97 ONEONTA NY OSWEGO PLAZA 128,087 20 Fee 98 OSWEGO NY MOHAWK ACRES 97,682 13 Fee 73 ROME NY MONTGOMERY WARD 84,000 7 Fee 0 ROME NY PRICE CHOPPER PLAZA 78,400 6 Fee 100 ROME NY WESTGATE MANOR PLAZA - ROME 65,813 15 Fee 91 ROME NY NORTHLAND 122,666 23 Fee 92 WATERTOWN NY HARBOR PLAZA 51,794 7 Fee 78 ASHTABULA OH BELPRE PLAZA 88,426 8 Leasehold 98 BELPRE OH SOUTHWOOD PLAZA 82,952 44 Fee 95 BOWLING GREEN OH BRENTWOOD PLAZA 234,663 20 Fee 63 CINCINNATI OH DELHI SHOPPING CENTER 166,497 15 Fee 91 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 138,625 13 Fee 100 CINCINNATI OH
16 19 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- CROWN POINT SHOPPING CENTER 147,427 16 Fee 90 COLUMBUS OH SOUTH TOWNE CENTRE 308,722 29 Fee 99 DAYTON OH HERITAGE SQUARE 232,132 29 Fee 89 DOVER OH MIDWAY CROSSING 138,675 15 Fee 82 ELYRIA OH FAIRFIELD MALL 73,361 9 Fee 93 FAIRFIELD OH SILVER BRIDGE PLAZA 145,481 20 Fee 92 GALLIPOLIS OH SHOPPING CENTER - GENOA 16,500 2 Fee 85 GENOA OH PARKWAY PLAZA 140,021 12 Fee 43 MAUMEE OH NEW BOSTON SHOPPING CENTER 233,711 22 Fee 100 NEW BOSTON OH MARKET PLACE 169,311 18 Fee 88 PIQUA OH BRICE PARK SHOPPING CENTER 168,282 15 Fee 99 REYNOLDSBURG OH CENTRAL AVE MARKET PLACE 157,383 18 Fee 91 TOLEDO OH GREENTREE SHOPPING CENTER 128,501 13 Fee 95 UPPER ARLINGTON OH BETHEL PARK PLAZA 224,069 23 Fee 100 BETHEL PARK PA DILLSBURG SHOPPING CENTER 68,848 22 Fee 100 DILLSBURG PA
17 20 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- NEW GARDEN SHOPPING CENTER 148,525 19 Fee 70 KENNETT SQUARE PA STONEMILL PLAZA 94,541 21 Fee 88 LANCASTER PA CROSSROADS PLAZA 105,292 14 Fee 98 MT. PLEASANT PA STRAWBRIDGE'S 313,000 12 Fee 100 PHILADELPHIA PA ROOSEVELT MALL NE 207,603 21 Fee 87 PHILADELPHIA PA IVYRIDGE SHOPPING CENTER 112,278 9 Fee 99 PHILADELPHIA PA ROOSEVELT MALL ANNEX 35,710 4 Fee 100 PHILADELPHIA PA ACME MARKET 34,000 3 Fee 100 PHILADELPHIA PA ST MARY'S PLAZA 107,950 11 Fee 99 ST MARY'S PA NORTHLAND CENTER 105,307 15 Fee & 99 STATE COLLEGE PA Leasehold HAMPTON SQUARE SHOPPING CENTER 62,933 7 Fee 89 UPPER SOUTH HAMPTON PA SHOPS AT PROSPECT 63,392 9 Fee 94 WEST HEMPFIELD PA YORK MARKETPLACE 269,900 34 Fee & 100 YORK PA Leasehold CONGRESS CROSSING 172,305 39 Fee 100 ATHENS TN WEST TOWNE SQUARE SHOPPING CENT 99,224 11 Fee 76 ELIZABETHTON TN GREENEVILLE COMMONS 223,118 26 Fee 100 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 161,907 18 Leasehold 99 KINGSPORT TN
18 21 NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties As of December 31, 1998
Description ---------------------------------- Type of Percent Property Sq. Ft. Units Acres Interest Rented - ------------------------------------- ------- ----- ----- -------- ------ Shopping Centers - ------------------------------------- GEORGETOWN SQUARE 104,117 11 Fee 96 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 80,363 10 Fee 0 COLONIAL HEIGHTS VA HANOVER SQUARE SHOPPING CENTER 129,601 14 Fee 97 MECHANICSVILLE VA VICTORIAN SQUARE 271,215 34 Fee 99 MIDLOTHIAN VA CAVE SPRING CORNERS SHOPPING CTR 171,125 16 Fee 100 ROANOKE VA HUNTING HILLS SHOPPING CENTER 166,207 15 Fee 99 ROANOKE VA SHOPPING CENTER - SPOTSYLVANIA 83,374 8 Fee 100 SPOTSYLVANIA VA LAKE DRIVE PLAZA 148,060 14 Fee 79 VINTON VA RIDGEVIEW CENTRE 176,690 30 Fee 97 WISE VA MOUNDSVILLE PLAZA 172,263 29 Fee 90 MOUNDSVILLE WV GRAND CENTRAL PLAZA 74,017 7 Leasehold 100 PARKERSBURG WV KMART PLAZA 106,258 14 Fee 100 VIENNA WV Vacant Land - ------------------------------------ 1 NORTH CENTRAL AVENUE 1 Fee HARTSDALE NY ROXBURY TOWNSHIP ROXBURY NJ 6 Fee
19 22 ITEM 3. LEGAL PROCEEDINGS The Trust is not presently involved in any material pending legal proceedings nor, to its knowledge, is any material litigation threatened against the Trust 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 shareholders of the Trust during the fourth quarter of 1998. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS (a) Market Information The following table shows the high and low sales price for the Trust's Shares of Beneficial Interest on the New York Stock Exchange, as well as cash distributions paid, for the periods indicated.
Cash Distributions Paid per High Low Share of Beneficial Interest ---- --- ---------------------------- 1997(1) First Quarter 22.00 21.13 .3550 Second Quarter 25.63 21.63 .3575 Third Quarter 24.50 21.38 .3600 Fourth Quarter 23.63 21.50 .3625 ------ TOTAL 1.435 1998(1) First Quarter 24.75 22.57 .3650 Second Quarter 26.00 23.57 .3675 Third Quarter 26.13 24.00 .3700 Fourth Quarter 25.63 22.25 .3725 ------ TOTAL 1.475
(1) Represents the quarters in the fiscal year ended July 31, 1997 or July 31, 1998, as appropriate. For the period from August 1, 1998 to September 28, 1998, the high and low sales price for the Trust's Shares of Beneficial Interest on the New York Stock Exchange was $23.25 and $19.31, respectively. During that period, the Trust paid a cash distribution of $.375 per Share of Beneficial Interest. 20 23 In connection with the Merger, on September 28, 1998, the Trust became a wholly owned subsidiary of New Plan Excel, and the Trust's Shares of Beneficial Interest ceased trading on the New York Stock Exchange after the close of trading on that date. As a result, there is currently no established public trading market for the Shares of Beneficial Interest. (b) Distributions Prior to the Merger, the Trust paid regular and uninterrupted cash distributions on its Shares of Beneficial Interest since it commenced operations as a REIT in 1972. From the inception of the Trust to the Merger, each distribution was either equal to or greater than the distribution immediately preceding it, and the distributions increased in each of the last 77 consecutive quarters during that period. During the period from August 1, 1998 to September 28, 1998, the Trust made distributions to shareholders aggregating $23.9 million. As a result of the Merger, since September 28, 1998, the Trust has been a wholly owned subsidiary of New Plan Excel. During the period from September 28, 1998 through December 31, 1998, the Trust did not make any distributions to its sole shareholder (i.e., New Plan Excel). The Trust may in the future make distributions to New Plan Excel as, if and when declared by the Board of Trustees of the Trust. During the period from August 1, 1998 to September 28, 1998, the Trust had a Dividend Reinvestment and Share Purchase Plan which allowed shareholders to acquire additional Shares of Beneficial Interest by automatically reinvesting distributions. In connection with the Merger, on September 28, 1998, the Trust became a wholly owned subsidiary of New Plan Excel, and, as a result, the Plan was effectively terminated. 21 24 ITEM 6. SELECTED FINANCIAL DATA The financial data included in this table have been selected by the Trust and have been derived from the consolidated financial statements for the periods indicated and should be read in conjunction with the audited financial statements included in Item 14(a) of this Transition Report on Form 10-K.
NEW PLAN REALTY TRUST AND SUBSIDIARIES (In Thousands, Except for Per Share Amounts) Five months ended Years Ended July 31, December 31, ---------------------------------------------------------- 1998 1998 1997 1996 1995 ---- ---- ---- ---- ---- Statement of Income Data: Revenue $ 113,329 $ 250,259 $ 206,821 $ 167,606 $ 130,576 Operating expenses 71,409 156,875 127,578 94,868 65,572 ------------ ----------- ----------- ----------- ----------- 41,920 93,384 79,243 72,738 65,004 (Loss)/gain on sales of properties and securities, net 34 (41) (3) 399 228 ------------ ----------- ------------ ----------- ----------- 41,954 93,343 79,240 73,137 65,232 Other deductions 1,077 2,770 2,203 2,616 2,516 ------------ ----------- ----------- ----------- ----------- Net income $ 40,877 $ 90,573 $ 77,037 $ 70,521 $ 62,716 ============ =========== =========== =========== =========== Net income per share of beneficial interest Basic --(1) $ 1.43 $ 1.31 $ 1.25 $ 1.19 Diluted --(1) $ 1.42 $ 1.30 $ 1.25 $ 1.18 Weighted average number of shares of beneficial interest outstanding Basic --(1) 59,365 58,461 56,484 52,894 Diluted --(1) 59,774 58,735 56,642 53,040 Balance Sheet Data: Total assets $ 1,394,698 $ 1,384,525 $ 1,261,144 $ 945,394 $ 796,636 Long-term debt obligations $ 530,772 $ 576,888 $ 478,207 $ 238,426 $ 206,652 Shareholders' equity $ 786,059 $ 764,527 $ 744,995 $ 659,354 $ 570,529 Other Data: Distributions per share of beneficial interest --(1) $ 1.475 $ 1.435 $ 1.395 $ 1.355 ----------- ----------- ----------- -----------
- ----------------------------- (1) Since the Merger on September 28, 1998, there has been only one outstanding Share of Beneficial Interest of the Trust. See "Business -- Narrative Description of Business -- Developments from August 1998 to December 1998 -- The Merger." 22 25 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (a) Liquidity and Capital Resources On December 31, 1998, the Trust had approximately $27.6 million in available cash, cash equivalents, mortgages and notes receivable and marketable securities. During the five-month period ended December 31, 1998, the Trust paid approximately $17.1 million to acquire three shopping centers containing approximately 152,000 gross leasable square feet and one apartment property containing 279 units. Debt as of December 31, 1998 consisted of $116.9 million of mortgages payable having a weighted average interest rate of 7.7%, as well as $413.9 million of notes payable with a weighted average interest rate of 7.0%. The $2.8 million increase from August 1, 1998 to December 31, 1998 in mortgages payable was the net result of the assumption of a $4.7 million mortgage in connection with the purchase of a property and the repayment of $1.9 of existing mortgages. The reduction from August 1, 1998 to December 31, 1998 of $49 million of notes payable was the result of the repayment of two issues of unsecured notes and the issuance of one series of new notes. In connection with the Merger, on September 28, 1998, the Trust guaranteed the borrowings of New Plan Excel under New Plan Excel's $300 million revolving credit facilities. During the five-month period, the Trust made distributions to shareholders of $23.9 million and paid $17.3 million for improvements to existing properties. Other sources of funds are available to the Trust. Based on management's internal valuation of the Trust's properties, most of which are free and clear of mortgages, the estimated value is considerably in excess of the outstanding mortgage indebtedness totaling $116.9 million. Accordingly, management believes that potential exists for additional mortgage financing as well as unsecured borrowing capacity from banks and other lenders. The Trust holds debt instruments which are sensitive to changes in interest rates and marketable equity securities which are sensitive to market price changes. With respect to the Trust's debt instruments, the maturity, weighted average interest rates and fair value are presented in Notes D, E and K to the Consolidated Financial Statements. With respect to the Trust's marketable equity securities, the cost and fair value are presented in Note B to the Consolidated Financial Statements. In the normal course of business, the Trust 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. (b) Year 2000 Compliance Year 2000 Compliance Readiness The Trust'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 Trust's internal business and technical information systems were substantially remediated as of December 31, 1998. See " -- Year 2000 Compliance Detail" below. In addition, the Trust has 23 26 completed the identification and review of computer hardware and software suppliers and has verified the Year 2000 preparedness of these suppliers. Year 2000 Compliance Detail The Trust addressed the Year 2000 issue with respect to the following: (i) the Trust's information technology and operating systems, including its billing, accounting and financial reporting systems; (ii) the Trust'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 Trust's major suppliers and material service providers (insofar as such systems relate to the Trust's business activities such as payroll, health services and alarm systems). As described below, the Trust's Year 2000 review involves (a) an assessment of the Year 2000 problems that may affect the Trust, (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 Trust 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 Trust 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 Trust began sending letters to or making inquiries of certain of its major suppliers and service providers, requesting them to provide the Trust with assurance of existing or anticipated Year 2000 compliance by their systems insofar as the systems relate to their activities with the Trust. The Trust expects that it will complete its distribution of these inquiries by April 30, 1999. The Trust 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 Trust 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 Trust's computer terminals or personal computers are Year 2000 compliant in all material respects. The Trust 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 Trust'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 Trust 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 corporate office phone, communication and data collection networks are Year 2000 compliant; however, based on the expanded needs of the Trust, 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 24 27 cost estimates derived from this assessment are treated as worst case. The Trust's shopping centers are all "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 Trust (some are supplied by tenants). The systems not supplied by the Trust are being reviewed and are projected to not have a material impact. All of the 54 apartment communities have had reviews completed and, except for phone systems (as discussed above), are Year 2000 compliant. All of the six factory outlets had reviews completed and, except for one minor item, are Year 2000 compliant. This one item is an electronic variable message sign at one property, which is expected to be Year 2000 compliant by the second quarter of 1999. 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 Trust'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 Trust 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 Trust does not anticipate delays in finalizing internal Year 2000 remediation within remaining time schedules. However, third parties having a material relationship with the Trust (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 Trust'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 Trust or provide services to the Trust. In that event, the Trust 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 Trust's business, operating results and financial condition. The Trust 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 Trust will determine what course of action and contingencies, if any, will need to be made. Although the Trust's Year 2000 efforts are intended to minimize the adverse effects of the Year 2000 issue on the Trust's business, operating results and financial condition, the actual effects of the issue and the success or failure of the Trust's efforts cannot be known until the year 2000. At this point, the Trust believes that the most likely external sources of a material adverse impact on the Trust'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 Trust 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 Trust'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 Trust'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 25 28 a result, their ability to pay rent could be substantially impaired. The Trust 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 Trust's business, operating results and financial condition. (c) The Merger Immediately following the Merger on September 28, 1998, approximately 88.2 million shares of New Plan Excel Common Stock were outstanding and former holders of the Trust's Shares of Beneficial Interest held approximately 65% of those shares. As further provided in the Merger Agreement, since September 28, 1998, the Board of Trustees of the Trust and the Board of Directors of New Plan Excel have 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 using the purchase method of accounting. The transaction was completed on September 28, 1998. (d) New Accounting Standards During 1998, the Financial Accounting Standards Board issued (a) No. 130 "Reporting Comprehensive Income" ("SFAS 130"), which is effective for fiscal years beginning after December 15, 1997, (b) No. 131 "Disclosures About Segments of an Enterprise and Related Information" ("SFAS 131"), which is effective for fiscal years beginning after December 15, 1997, (c) No. 132 "Employers Disclosure About Pensions and Other Postretirement Benefits" ("SFAS 132"), which is effective for fiscal years beginning after December 15, 1997, and (d) No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which is effective for fiscal years beginning after June 15, 1999. Management adopted SFAS 130, 131, 132 and 133 for the five months ended December 31, 1998. In addition, during 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"), and Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"), each of which is effective for fiscal years beginning after December 15, 1998. SOP 98-5 requires that certain costs incurred in conjunction with start-up activities be expensed. SOP 98-1 provides guidance on whether the costs of computer software developed or obtained for internal use should be capitalized or expensed. Management believes that, when adopted, SOP 98-5 and SOP 98-1 will not have a significant impact on the Trust's financial statement. 26 29 (e) Results of Operations Results of Operations for the Five Months Ended December 31, 1998 and 1997 The following table presents the Income Statements for the five months ended December 31, 1998 and 1997 (in thousands).
(Audited) (Unaudited) Dec. 31, 1998 Dec. 31, 1997 ------------- ------------- Revenues: Rental income and related revenues $ 112,384 $ 98,827 Interest and dividend income 945 1,630 --------- --------- Total revenues 113,329 100,457 --------- --------- Operating expenses: Operating costs 26,770 25,325 Real estate and other taxes 10,306 9,047 Interest expense 17,436 14,309 Depreciation and amortization 14,467 12,544 Provision for doubtful accounts 2,430 1,675 --------- --------- Total operating expenses 71,409 62,900 --------- --------- 41,920 37,557 Administrative expenses 1,077 1,143 --------- --------- Income before (loss)/gain on sale of properties and securities: 40,843 36,414 Gain/(loss) on sale of properties and securities, net 34 (67) --------- --------- Net income $ 40,877 $ 36,347 ========= =========
Revenues Total revenues increased approximately $12.9 million to $113.3 million. The increase in rental revenues was primarily the result of the acquisition of 18 properties since December 1997 and revenue increases in properties owned more than one year. The decrease of $685,000 in investment revenue was due to lower balances available for investment. Operating Expenses Total operating expenses increased $8.5 million to $71.4 million. Operating costs increased $1.4 million to $26.8 million. The increase was due to newly acquired properties. Real estate and other taxes increased $1.3 million to $10.3 million. The principal reason for this increase was the larger portfolio of properties. Interest expense increased approximately $3.1 million to $17.4 million. This increase was due to the issuance, in January 1998, of $50 million of notes, which were used to fund the Trust's property acquisition program, and the assumption of $56.7 million of mortgage debt in connection with property acquisitions. Depreciation and amortization of properties increased approximately $1.9 million to $14.5 million because of the acquisition of properties. Provision for doubtful accounts, net of recoveries, increased $.8 million to $2.4 million. This was due to an increase in delinquencies and a higher level of revenue. 27 30 Administrative Expenses, as a percentage of revenue, decreased slightly to 1% compared to 1.1% in last year's comparable period. Funds from operations ("FFO"), defined as net income plus depreciation and amortization of real estate, less gains from sales of assets and securities, increased $6.3 million to $55.3 million from $49.0 million in the prior year's comparable five-month period. FFO is presented because industry analysts and the Trust consider FFO to be an appropriate supplemental measure of performance of REITs. FFO is not a substitute for cash funds generated from operating activities or net income as determined in accordance with generally accepted accounting principles, as a measure of profitability or liquidity. FFO as defined by the Trust may not be comparable to the definition used by other REITs. Fiscal Year Ended July 31, 1998 Compared to Fiscal Year Ended July 31, 1997 In fiscal 1998, total revenues increased $43.4 million to $250.3 million. The increase was in rental income and related revenues and came from all categories of properties. Interest and dividend income decreased approximately $800,000 because of lower average investment balances. Operating expenses increased $29.3 million to $156.9 million. 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. Net income applicable to Shares of Beneficial Interest increased $8.1 million to $84.7 million and earnings per Share of Beneficial Interest increased to $1.42 per share (on a diluted basis) from $1.30 per share (on a diluted basis). The increase is net of $5.9 million of distributions to holders of preferred shares of the Trust. FFO, defined as net income plus depreciation and amortization of real estate, less gains from sales of assets and securities, increased $20.2 million to $122.2 million. FFO is presented because industry analysts and the Trust consider FFO to be an appropriate supplemental measure of performance of REITs. FFO is not a substitute for cash funds generated from operating activities or net income as determined in accordance with generally accepted accounting principles, as a measure of profitability or liquidity. FFO as defined by the Trust may not be comparable to the definition used by other REITs. During the twelve months ended July 31, 1998, distributions declared and paid were $1.475 per Share of Beneficial Interest, a $.04 per share increase over fiscal 1997. The most recent distribution declaration for Shares of Beneficial Interest was $.3725 per share ($1.49 on an annualized basis). Fiscal Year Ended July 31, 1997 Compared to Fiscal Year Ended July 31, 1996 In fiscal 1997, total revenues increased $39.2 million to $206.8 million. The increase was in 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. Operating expenses increased $32.7 million to $127.6 million. Operating costs, real estate and 28 31 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. Net income applicable to Shares of Beneficial Interest increased $6.1 million to $77 million and earnings per Share of Beneficial Interest increased to $1.30 per share (on a diluted basis) from $1.25 per share. The increase is net of $461,000 of distributions to holders of preferred shares of the Trust. FFO, defined as net income plus depreciation and amortization of real estate, less gains from sales of assets and securities, increased $11.9 million to $102 million. FFO is presented because industry analysts and the Trust consider FFO to be an appropriate supplemental measure of performance of REITs. FFO is not a substitute for cash funds generated from operating activities or net income as determined in accordance with generally accepted accounting principles, as a measure of profitability or liquidity. FFO as defined by the Trust may not be comparable to the definition used by others REITs. During fiscal 1997, distributions declared and paid were $1.435 per Share of Beneficial Interest, a $.04 per share increase over fiscal 1996. The most recent distribution declaration for Shares of Beneficial Interest was $.365 per share, which is $1.46 per share on an annualized basis. Fiscal Year Ended July 31, 1996 Compared to Fiscal Year Ended July 31, 1995 In fiscal 1996, total revenues increased $37 million to $167.6 million. Rental income and related revenues increased $36.4 million to $162.8 million. The increase in rental revenue came primarily from properties in the portfolio which were acquired in fiscal 1996 or were owned for less than a full year in fiscal 1995. In addition, increased revenue from all property categories, apartments, factory outlets and shopping centers, owned prior to fiscal 1995 contributed to the rental revenue increase. Interest and dividend income increased $.7 million due to higher average investment balances. Operating expenses increased $29.3 million to $94.9 million. Operating costs, real estate and other taxes, and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased $10.4 million to $17.6 million due to a higher level of outstanding debt during fiscal 1996. The increase in the provision for doubtful accounts reflects a much larger revenue base and a higher level of receivables. Administrative expenses as a percentage of revenue declined to 1.6% from 1.9% due to increased revenue from newly acquired properties; these costs do not increase in direct proportion to revenue due to economies of scale. Income before gain/(loss) on the sale of properties and securities increased $7.6 million to $70.1 million. During fiscal 1996, a shopping center in Chinoe, Kentucky and two former Nichols stores in Harrisonburg, Virginia and New Bern, North Carolina were sold for a net gain of $.5 million. The $.1 million loss on the sale of securities was due to bonds being called which had been issued at a premium. 29 32 Net income applicable to Shares of Beneficial Interest increased $7.8 million to $70.5 million and earnings per Share of Beneficial Interest increased to $1.25 per share (on a diluted basis) from $1.18 per share. FFO, defined as net income plus depreciation and amortization of real estate less net gains from the sale of assets, increased $12.6 million to $90.1 million. FFO is presented because industry analysts and the Trust consider FFO to be an appropriate supplemental measure of performance of REITs. FFO is not a substitute for cash funds generated from operating activities or net income as determined in accordance with generally accepted accounting principles, as a measure of profitability or liquidity. FFO as defined by the Trust may not be comparable to the definition used by others REITs. During fiscal 1996, distributions declared and paid were $1.395 per Share of Beneficial Interest, a $.04 per share increase over the preceding year. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of December 31, 1998, the Trust had approximately $108.6 million of outstanding floating rate debt and had guaranteed approximately $200.5 million of outstanding floating rate debt of New Plan Excel. The Trust does not believe that the interest rate risk represented by its floating rate debt, together with the floating rate debt of New Plan Excel guaranteed by the Trust, is material as of that date in relation to the approximately $580.8 million of outstanding total debt of the Trust and the approximately $1.4 billion of total assets of the Trust as of that date. The Trust 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 Trust would consider entering into hedging agreements with respect to all or a portion of its floating rate debt. Although hedging agreements would enable the Trust to convert floating rate liabilities into fixed rate liabilities, such agreements would expose the Trust to the risk that the counterparties to such hedge agreements may not perform, which could increase the Trust's exposure to rising interest rates. Generally, however, the counterparties to hedging agreements that the Trust would enter into would be major financial institutions. The Trust 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 Trust may enter into in the future, would increase the Trust's interest expense, which would adversely affect cash flow and the ability of the Trust to service its debt. If the Trust enters into any hedging agreements in the future, decreases in interest rates thereafter would increase the Trust's interest expenses as compared to the underlying floating rate debt and could result in the Trust making payments to unwind such agreements. As of December 31, 1998, the Trust had no other material exposure to market risk (including foreign currency exchange risk, commodity price risk or equity price risk). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements required by this item appear with an Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules, starting on page F-1 of this report. 30 33 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST As of December 31, 1998, the Board of Trustees consisted of nine trustees. In connection with the Merger on September 28, 1998, the Board of Trustees was expanded to consist of 15 trustees. See "Business -- Narrative Description of Business -- Developments from August 1998 to December 1998 -- The Merger." The trustees are divided into three classes which consist of five trustees whose terms expire at the 1999 annual meeting of shareholders (Messrs. Bernstein, Bottorf, Lindquist, Parsons and White), five trustees whose terms expire at the 2000 annual meeting of shareholders (Messrs. Sabin, Steuterman, Staller, Melvin Newman and Wetzler) and five trustees whose terms expire at the 2001 annual meeting of shareholders (Messrs. William Newman, Laubich, Muir, Gold and Wilmot). At each of the respective annual meetings, five trustees will be elected, each to hold office for a specified term and until his successor is elected and qualified. In addition, information with respect to certain of the trustees includes service as a member of the board of directors of ERT Development Corporation ("EDV") and the board of directors of Excel Legacy Corporation ("Excel Legacy"). EDV is an affiliate of New Plan Excel. Excel Legacy was spun-off by Excel in March 1998 through the distribution, on a pro-rata basis, to the holders of Excel's common stock of all of the common stock of Excel Legacy held by Excel. Biographical Information of the Trustees William Newman, age 72, has been Chairman of the Board of Directors of New Plan Excel since September 1998 and Chairman of the Board of Trustees of the Trust since its organization in 1972. He served as Chief Executive Officer of the Trust from 1972 to September 1998 and as President of the Trust from 1972 to 1988. He served as President and Chief Executive Officer of the Trust's predecessor corporation, New Plan Realty Corporation, from the corporation's organization in 1961 through its reorganization into the Trust in 1972. He is a past Chairman of the National Association of Real Estate Investment Trusts and has been actively involved in real estate for over 50 years. Arnold Laubich, age 69, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1988. He has been Chief Executive Officer of New Plan Excel and the Trust since September 1998. He was President and Chief Operating Officer of the Trust from 1988 to September 1998. From 1972 to 1988, Mr. Laubich was President of Dover Management Corporation, which, during that period, managed the Trust's properties. Gary B. Sabin, age 44, has been a director of New Plan Excel since 1989 and a trustee of the Trust since September 1998. He has served as President of New Plan Excel since 1989 and of the Trust since September 1998. He served as Chairman of the Board of Directors and Chief Executive Officer of New Plan Excel from 1989 to September 1998. Mr. Sabin has served as Chairman of the Board, President and Chief Executive Officer of Excel Legacy since April 1998. Since founding 31 34 Excel's predecessor corporation in 1977, Mr. Sabin also has served as Chief Executive Officer and a director of various affiliated companies, including EDV. James M. Steuterman, age 42, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1990. He has served as Co-Chief Operating Officer of New Plan Excel and the Trust since September 1998. He has also served as Executive Vice President of New Plan Excel since September 1998 and of the Trust since 1994. Mr. Steuterman has been associated with the Trust since 1984 as a property acquisitions specialist, becoming Director of Acquisitions in 1986, a Vice President in 1988 and a Senior Vice President in 1989. Richard B. Muir, age 43, has been as a director of New Plan Excel since 1989 and a trustee of the Trust since September 1998. He has served as Co-Chief Operating Officer of New Plan Excel and the Trust since September 1998. He has also served as Executive Vice President of New Plan Excel since 1989 and of the Trust since September 1998. He served as Secretary of New Plan Excel from 1989 to September 1998. Mr. Muir has served as director, Executive Vice President and Secretary of Excel Legacy since April 1998. Mr. Muir has also served as an officer and director since 1978 of various affiliates of New Plan Excel, including EDV, primarily in executive capacities, including asset acquisition, financing and management. Dean Bernstein, age 41, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1992. He has been Senior Vice President -- Finance and Multifamily of New Plan Excel and the Trust since September 1998. He served as Vice President -- Administration and Finance of the Trust from 1994 to September 1998 and as Assistant Vice President of the Trust from 1991 to 1994. Mr. Bernstein is the son-in-law of William Newman. Raymond H. Bottorf, age 57, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1991. Mr. Bottorf has been the Managing Director of the New York office of the Global Property Team of ABN-AMRO, Inc., an investment bank, since 1997. From 1990 to 1997, he was the President and sole director of U.S. Alpha, Inc., New York, New York, a wholly owned subsidiary of Stichting Pensioenfonds (formerly Algemeen Burgerlijk Pensioenfonds), a Dutch pension fund. Norman Gold, age 68, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since its organization in 1972. He has been active in the practice of law for 44 years and a partner of the law firm of Altheimer & Gray for over 35 years. He is also a trustee of Banyan Strategic Realty Trust, primarily an industrial and office REIT, which is not in any way related to or competitive with New Plan Excel. Boyd A. Lindquist, age 62, has been a director of New Plan Excel since 1992 and a trustee of the Trust since September 1998. Mr. Lindquist was the President, Chief Executive Officer and a director of Republic Bank, Torrance, California from July 1991 to October 1998. He currently is President and Chief Executive Officer of Republic Bank, Inc. (in organization). Mr. Lindquist has over 30 years' experience in managing financial institutions. Melvin Newman, age 57, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1983. From 1972 to 1982, he was Vice President and General Counsel of the Trust. Mr. Newman is a private investor. Mr. Newman is the brother of William Newman. 32 35 Robert E. Parsons, Jr., age 43, has been a director of New Plan Excel since 1989 and a trustee of the Trust since September 1998. He has served as a director of Excel Legacy since April 1998. Mr. Parsons is presently Executive Vice President and Chief Financial Officer of Host Marriott Corporation, a company he joined in 1981. He also serves as a director and an officer of several subsidiaries of Host Marriott Corporation, and as a director of Merrill Financial Corporation, a privately held real estate company. None of the companies for which Mr. Parsons serves as a director or executive officer is in any way related to or competitive with New Plan Excel. Bruce A. Staller, age 62, has been a director of New Plan Excel since 1989 and a trustee of the Trust since September 1998. Mr. Staller served as a director of Excel's predecessor corporation from 1987 to 1989. Prior to establishing Bruce Atwater Staller, Registered Investment Advisor in 1995, Mr. Staller served from 1988 to 1995 as President and director of First Wilshire Securities Management, Inc., a privately held investment advisor. Mr. Staller is also a founder and director of the Monrovia Schools Foundation, Inc., a private tax-exempt educational foundation which provides financial support to the Monrovia Unified School District. John Wetzler, age 53, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1994. Mr. Wetzler has been President of Nautica Retail U.S.A., Inc., a subsidiary of Nautica Enterprises, Inc., the international men's apparel maker and marketer, since July 1994. From December 1988 to June 1994, he was the Executive Vice President of Nautica Retail U.S.A., Inc. Gregory White, age 42, has been a director of New Plan Excel since September 1998 and a trustee of the Trust since 1994. Mr. White has served as Senior Vice President of Conning Asset Management Company, an investment advisory firm, since August 1998. From 1992 to August 1998, Mr. White was a founding partner and Managing Director of Schroder Mortgage Associates in New York, New York. From 1988 to 1992, he was Managing Director of the Salomon Brothers Inc. real estate finance department. Mr. White also serves as a director of Acadia Realty Trust, primarily a neighborhood and community shopping center REIT, which is competitive with New Plan Excel and the Trust in certain markets. John H. Wilmot, age 56, has served as a director of New Plan Excel since 1989 and a trustee of the Trust since September 1998. He has served as a director of Excel Legacy since April 1998 and a director of EDV since April 1995. Mr. Wilmot, individually and through his wholly owned corporations, develops and manages real property, primarily in the Phoenix/Scottsdale area, and has been active in such business since prior to 1989. Meetings of the Board of Trustees From August 1, 1998 to December 31, 1998, the Board of Trustees held two meetings (including telephonic meetings) and took action by unanimous written consent five times. None of the trustees who served as a trustee attended during his period of service fewer than 75% of the aggregate of the total number of meetings of the Board of Trustees and of any meetings of committees on which he served during such period of service. Committees of the Board of Trustees As of August 1, 1998, the Board of Trustees had an Audit Committee. As of that date, the Audit Committee consisted of four trustees, Messrs. Gold, Wetzler, White and Bottorf, none of whom 33 36 were employees of the Trust. The Audit Committee recommended to the Board of Trustees the selection of the independent auditors to be employed by the Trust and reviewed generally the Trust's internal and external audits and the results thereof. In connection with the Merger, since September 28, 1998, the Trust has not had an Audit Committee. The Audit Committee did not meet from August 1, 1998 to September 28, 1998. The Board of Trustees does not have a nominating committee or a compensation committee, nor does it have a committee performing the functions of a nominating committee or a compensation committee; the trustees perform the functions of those committees. However, from August 1, 1998 to September 28, 1998, the Board of Trustees had a Special Compensation Committee, which consisted of four of the Trust's non-employee trustees (Messrs. Bottorf, Gold, Wetzler and White). The Special Compensation Committee reviewed the compensation arrangements of Messrs. William Newman, Laubich, Steuterman and Bernstein, the trustees who also were, during that period, executive officers of the Trust. In connection with the Merger, since September 28, 1998, the Trust has not had a Special Compensation Committee. The Board of Trustees has four Stock Option Committees. As of December 31, 1998, the Trust had three Stock Option Committees to administer the Trust's 1997 Stock Option Plan: (i) a committee consisting of Messrs. Bottorf, Gold, Wetzler and White, which administers grants under the plan with respect to the trustees of the Trust who are executive officers of the Trust; (ii) a committee consisting of the entire Board of Trustees, which administers grants under the plan to certain designated executive officers of the Trust; and (iii) a committee consisting of Messrs. William Newman and Laubich, which administers grants under the plan to all other individuals who are employees of the Trust. The Trust's 1991 Stock Option Plan, the Trust's Amended and Restated 1985 Incentive Stock Option Plan and the Trust's Non-Qualified Stock Option Plan are administered by a stock option committee consisting of Messrs. William Newman, Gold and Laubich. The Trust's March 1991 Stock Option Plan is administered by a committee consisting of the entire Board of Trustees. None of these committees met between August 1, 1998 and December 31, 1998. In connection with the Merger, as of September 28, 1998, all outstanding options under the Trust's five stock option plans, whether or not then exercisable, were assumed by New Plan Excel and now represent an option to purchase the same number of shares of New Plan Excel Common Stock, at an exercise price per share equal to the per share exercise price of the Trust's Shares of Beneficial Interest subject to such options immediately prior to the Merger. Each such assumed option is exercisable upon the same terms and conditions as were applicable to the related options under the stock option plans of the Trust. Since the Merger, no stock options have been granted under any of the Trust's stock option plans. In the future, it is expected that no stock options will be granted under any of the Trust's stock option plans. Trustees' Compensation From August 1, 1998 to September 28, 1998, the trustees of the Trust who were not employees of the Trust each received $12,500 in annual trustee fees and $500 per meeting. In addition, the Trust reimbursed the trustees for travel expenses incurred in connection with their activities on behalf of the Trust. In connection with the Merger, since September 28, 1998, the trustees of the Trust no longer receive any trustee or meeting fees, although they continue to receive expense reimbursements. 34 37 Executive Officers of the Trust The executive officers of the Trust and their principal functions are as follows:
Name & Principal Position Age ------------------------- --- William Newman....................... 72 Chairman of the Board of Directors of New Plan Excel since Chairman of the Board of September 1998 and Chairman of the Board of Trustees of the Trustees Trust since its organization in 1972; Chief Executive Officer of the Trust from 1972 to September 1998 and President of the Trust from 1972 to 1988; President and Chief Executive Officer of the Trust's predecessor corporation from 1961 to 1972; a past Chairman of the National Association of Real Estate Investment Trusts and actively involved in real estate for over 50 years. Arnold Laubich....................... 69 Chief Executive Officer of New Plan Excel and the Trust since Chief Executive Officer September 1998; director of New Plan Excel since September 1998 and trustee of the Trust since 1988; President and Chief Operating Officer of the Trust from 1988 to September 1998; President of Dover Management Corp. (which previously managed the Trust's properties) from 1972 to 1988. Gary B. Sabin........................ 44 President of New Plan Excel since 1989 and of the Trust since President September 1998; director of New Plan Excel since 1989 and trustee of the Trust since September 1998; Chairman of the Board of Directors and Chief Executive Officer of New Plan Excel from 1989 to September 1998; Chairman of the Board, President and Chief Executive Officer of Excel Legacy since April 1998; since founding Excel's predecessor corporation in 1977, Chief Executive Officer, chairman of the board of directors and a director of various affiliated companies, including EDV. James M. Steuterman.................. 42 Co-Chief Operating Officer of New Plan Excel and the Trust Executive Vice President and since September 1998; Executive Vice President of New Plan Co-Chief Operating Officer Excel since September 1998 and of the Trust since 1994; director of New Plan Excel since September 1998 and trustee of the Trust since 1990; associated with the Trust since 1984 as a property acquisitions specialist, becoming Director of Acquisitions in 1986, a Vice President in 1988 and a Senior Vice President in 1989. Richard B. Muir...................... 43 Co-Chief Operating Officer of New Plan Excel and the Trust Executive Vice President and since September 1998; Executive Vice President of New Plan Co-Chief Operating Officer Excel since 1989 and of the Trust since September 1998; director of New Plan Excel since 1989 and trustee of the Trust since September 1998; Secretary of New Plan Excel from 1989 to September 1998; director, Executive Vice President and Secretary of Excel Legacy since April 1998; officer and director since 1978 of various affiliates of New Plan Excel, including EDV, primarily in executive capacities, including asset acquisition, financing and management. Jeffrey D. Egertson.................. 46 Chief Financial Officer and Senior Vice President of New Plan Chief Financial Officer and Senior Excel and of the Trust since January 1999; Vice President, Vice President Financial Services of TrizecHahn from 1997 to 1999, and partner in charge of real estate practices for the Los Angeles office of Coopers & Lybrand from 1989 to 1997. William Kirshenbaum.................. 63 Vice President of New Plan Excel since September 1998 and of Vice President and Treasurer the Trust since 1981; Treasurer of New Plan Excel since September 1998 and of the Trust since 1983.
35 38 Dean Bernstein....................... 41 Senior Vice President--Finance and Multifamily of New Plan Senior Vice President--Finance and Excel and the Trust since September 1998; director of New Plan Multifamily Excel since September 1998 and trustee of the Trust since 1992; Vice President--Administration and Finance of the Trust from 1994 to September 1998; Assistant Vice President of the Trust from 1991 to 1994; son-in-law of William Newman. Graham R. Bullick.................... 48 Senior Vice President--Capital Markets of New Plan Excel since Senior Vice President--Capital Markets 1991 and of the Trust since September 1998; Senior Vice President--Capital Markets of Excel Legacy since April 1998; officer or director of (or otherwise employed by) various affiliates of New Plan Excel (or its predecessor) since 1991, including EDV. Mark T. Burton....................... 38 Senior Vice President--Acquisitions of New Plan Excel since Senior Vice President--Acquisitions 1995 and of the Trust since September 1998; Vice President of New Plan Excel from 1989 to 1995; Senior Vice President--Acquisitions of Excel Legacy since April 1998; associated with New Plan Excel, its predecessor and its affiliates since 1983; officer or director of (or otherwise employed by) various affiliates of New Plan Excel (or its predecessor) since 1989, including EDV. James DeCicco........................ 52 Senior Vice President--Leasing of New Plan Excel since Senior Vice President--Leasing September 1998 and of the Trust since 1996; Vice President of the Trust from 1992 to 1996; employee of the Trust since 1991. Thomas J. Farrell.................... 42 Senior Vice President--Acquisitions of New Plan Excel and of Senior Vice President--Acquisitions the Trust since September 1998; Vice President--Acquisitions of the Trust from 1994 to September 1998; previously a Vice President at The Balcor Company, a real estate company. S. Eric Ottesen...................... 43 Senior Vice President--Legal Affairs and Secretary of New Plan Senior Vice President--Legal Affairs Excel and the Trust since September 1998; Senior Vice and Secretary President and General Counsel of New Plan Excel from 1995 to September 1998; Assistant Secretary of New Plan Excel from 1996 to September 1998; Senior Vice President, General Counsel and Assistant Secretary of Excel Legacy since April 1998; officer or director of (or otherwise employed by) various affiliates of New Plan Excel since 1995, including EDV; senior partner at a San Diego law firm from 1987 to 1995. Ronald H. Sabin...................... 48 Senior Vice President--Asset Management of New Plan Excel Senior Vice President--Asset since 1989 and of the Trust since September 1998; Senior Vice Management President--Asset Management of Excel Legacy since April 1998; officer or director of (or otherwise employed by) affiliates of New Plan Excel (or its predecessor) since 1979, including EDV; brother of Gary B. Sabin. Steven F. Siegel..................... 38 General Counsel of New Plan Excel since September 1998 and of Senior Vice President and General the Trust since 1991; Senior Vice President of New Plan Excel Counsel and the Trust since September 1998; Secretary of the Trust from 1991 to September 1998. John Visconsi........................ 55 Vice President--Leasing of New Plan Excel since 1997 and of Vice President--Leasing the Trust since September 1998; Senior Vice President--Real Estate of Price Enterprises, Inc. from 1996 to 1997; Director of Leasing and Land Development for The Hahn Co., a real estate developer, from 1981 to 1996.
36 39 ITEM 11. EXECUTIVE COMPENSATION COMPENSATION TABLES The following tables contain certain compensation information for the two persons who served as Chief Executive Officer of the Trust during 1998 and the four other most highly compensated executive officers of the Trust (the "Named Executive Officers"): (a) SUMMARY COMPENSATION TABLE(1)
Long-Term Compensation Annual Compensation Securities ---------------------- Underlying All Other Name & Title Year Salary Bonus Options (#) Compensation (2) ------------ ---- ------ ----- ----------- ---------------- William Newman, Chairman of the Board(3)................... 1998(4) $484,423 $125,000 -- $ 4,800 1997(4) $500,000 $125,000 37,500 $ 4,500 1996(4) $430,756 $ 75,000 -- $25,337 Arnold Laubich, Chief Executive Officer(3)........................ 1998(4) $524,807 $340,000 -- $ 4,800 1997(4) $500,000 $250,000 37,500 $ 4,500 1996(4) $444,085 $100,000 -- $ 4,500 Gary B. Sabin, President............. 1998 $351,256(5) $300,000(5) 190,700 $ 5,000 1997 $282,562 $247,845 265,750 $ 4,750 1996 $273,083 $137,500 103,000 $ 4,750 James M. Steuterman, Executive Vice President and Co-Chief Operating Officer................. 1998(4) $324,846 $100,000 2,000 $ 4,800 1997(4) $290,000 $ 50,000 52,000 $ 4,500 1996(4) $232,693 $ 85,000 2,000 $ 4,500 Richard B. Muir, Executive Vice President and Co-Chief Operating Officer................. 1998 $225,517(5) $193,212(5) 4,200 $ 5,000 1997 $174,675 $153,212 178,250 $ 4,750 1996 $168,083 $ 85,000 73,000 $ 4,750 Steven F. Siegel, Senior Vice President and General Counsel..... 1998(4) $174,046 $ 50,000 -- $ 4,800 1997(4) $153,898 $ 19,000 37,500 $ 4,500 1996(4) $142,500 $ 48,500 5,000 $ 4,500
(1) Includes compensation paid by New Plan Excel and/or the Trust during the applicable period. (2) Includes the 401(k) plan contribution for executive officers and the amount by which premiums exceeded the increase in cash surrender value for split dollar life insurance for the Chairman of the Board. The annual premiums paid for such insurance were $150,000. Excludes certain other personal benefits, the total value of which was less than the lesser of $50,000 or ten percent of the total salary and bonus paid or accrued by New Plan Excel and/or the Trust for services rendered by each executive officer during the fiscal year indicated. (3) William Newman served as Chief Executive Officer of the Trust from January 1, 1998 through the Merger. In connection with the Merger, Arnold Laubich became Chief Executive Officer of the Trust. 37 40 (4) Prior to the Merger, the Trust had a July 31 fiscal year end. Therefore, the compensation shown with respect to 1997 and 1996 for executive officers of the Trust who were executive officers of the Trust prior to the Merger (i.e., Messrs. Newman, Laubich, Steuterman and Siegel) is for the twelve-month periods ended July 31, 1997 and July 31, 1996, respectively. In connection with the Merger, the Trust changed to a December 31 fiscal year end. Therefore, compensation shown for executive officers with respect to 1998 is for the twelve-month period ended December 31, 1998. As a result, information is not shown for such executive officers with respect to the five-month period ended December 31, 1997. For the twelve-month period ended July 31, 1998 (which includes the five-month period ended December 31, 1997), (i) Mr. William Newman received $517,115 in salary, $125,000 in bonus, 112,500 stock options and $4,800 of other compensation, (ii) Mr. Laubich received $517,115 in salary, $250,000 in bonus, 112,500 stock options and $4,800 of other compensation, (iii) Mr. Steuterman received $319,268 in salary, $60,000 in bonus, 150,000 stock options and $4,800 of other compensation, and (iv) Mr. Siegel received $170,390 in salary, $22,500 in bonus, 112,500 stock options and $4,800 of other compensation. (5) Under the terms of certain agreements between New Plan Excel and Excel Legacy, Excel Legacy is obligated to pay to New Plan Excel 23% of the salary and bonus of certain executive officers of New Plan Excel, including Messrs. Sabin and Muir, as compensation for their services to Excel Legacy. (b) OPTION GRANTS IN 1998 (1)
Potential Realizable Value % of Total at Assumed Rates of Stock Options Price Appreciation for Granted to Exercise Option Term Options Employees in Price Per Expiration ------------------------- Name & Title Granted 1998(2) Share(3) Date 5%(4) 10%(4) ------------ ------- ------- -------- ---- --------- -------- William Newman, Chairman of the Board -- -- -- -- -- -- Arnold Laubich, Chief Executive Officer -- -- -- -- -- -- Gary B. Sabin, President 186,500 34.5% $22.5625 9/27/08 $2,646,330 $6,706,319 4,200(3) .7% $22.7083 5/21/08 $59,981 $152,003 James M. Steuterman, Executive Vice President and Co-Chief Operating Officer 2,000 .4% $22.625 9/23/05 $18,421 $42,929 Richard B. Muir, Executive Vice President and Co-Chief Operating Officer 4,200(3) .7% $22.7083 5/21/08 $59,981 $152,003 Steven F. Siegel, Senior Vice President and General Counsel -- -- -- -- -- --
- ------------------ (1) Includes options granted by New Plan Excel and/or the Trust in 1998. (2) Reflects the percentage of total options granted in 1998 to employees of both New Plan Excel and the Trust. (3) Adjusted to reflect a 20% stock dividend paid by New Plan Excel to its stockholders in connection with, and immediately prior to, the Merger. (4) The 5% and 10% rates of appreciation were set by the SEC and are not intended to forecast future appreciation, if any, of the New Plan Excel Common Stock. 38 41 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT In connection with the Merger, on September 28, 1998, each Share of Beneficial Interest of the Trust was converted into one share of New Plan Excel Common Stock. As a result of the Merger, New Plan Excel is the record holder of the only issued and outstanding Share of Beneficial Interest of the Trust. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) Transactions with Trustees and Executive Officers Norman Gold is a partner in the law firm of Altheimer & Gray. His firm has rendered various legal services to the Trust during 1998 and is continuing to render legal services to the Trust. John Wetzler is the president of Nautica Retail U.S.A., Inc., affiliates of which are tenants at some of the Trust's properties. The following loans were made over a number of years by the Trust, primarily to assist certain executive officers of the Trust in their purchase of Shares of Beneficial Interest of the Trust, all of which were converted in the Merger into shares of New Plan Excel Common Stock. Such loans are unsecured except as specifically noted. As of December 31, 1998, William Kirshenbaum was indebted to the Trust in the aggregate amount of $378,398 (the maximum loan amount during 1998 was $436,892). The amount owed is represented by (i) four demand notes in the aggregate amount of $191,398, each bearing interest at 5% per annum, (ii) two demand notes in the aggregate amount of $17,000, each bearing interest at 8.375% per annum, and (iii) a $170,000 note bearing interest at 6% per annum and due January 31, 2000 (which is collateralized by a mortgage). Mr. Kirshenbaum is Vice President and Treasurer of the Trust. During 1998, James M. Steuterman was indebted to the Trust in the aggregate amount of $575,505 (which represented the maximum loan amount during 1998). The amount owed is represented by (i) three demand notes in the aggregate amount of $289,170, each bearing interest at 5% per annum, and (ii) two demand notes in the aggregate amount of $286,335, each bearing interest at 6% per annum. Mr. Steuterman is Executive Vice President and Co-Chief Operating Officer of the Trust and a trustee of the Trust. During 1998, Dean Bernstein was indebted to the Trust in the aggregate amount of $95,062 (which represented the maximum loan amount during 1998), represented by a demand note bearing interest at a rate of 5% per annum. Mr. Bernstein is Senior Vice President--Finance and Multifamily of the Trust and a trustee of the Trust. During 1998, Steven F. Siegel was indebted to the Trust in the aggregate amount of $111,881 (which represented the maximum loan amount during 1998). The amount owed is represented by two demand notes, each bearing interest at 5% per annum. Mr. Siegel is Senior Vice President and General Counsel of the Trust. During 1998, James DeCicco was indebted to the Trust in the aggregate amount of $144,818 (the maximum loan amount during 1998 was $145,174). The amount owed is represented by (i) two demand notes in the aggregate amount of $9,700, each bearing interest at 6% per annum, and (ii) a $135,474 note bearing interest at 8.5% per annum and due October 1, 2024 (which is collateralized by a mortgage). Mr. DeCicco is Senior Vice President--Leasing of the Trust. Pursuant to an agreement dated June 3, 1982, William Newman, as nominee for the Trust, purchased a cooperative apartment at 114 East 72nd Street to be used to further business purposes of the Trust for a price of $290,000. The Trust has paid assessment, taxes and all other payments with respect to the use and upkeep of the apartment, which has primarily been used by Mr. Newman. Such payments totaled approximately $20,000 in 1998. On September 24, 1998, Mr. Newman exercised his option pursuant to the June 3, 1982 agreement to purchase the apartment for the original $290,000 39 42 purchase price. As a result, the Trust no longer makes any payments with respect to the use and upkeep of the apartment. The Trust leases an office building from Page Associates on a net lease basis for a current rent of approximately $186,000 per year (rental payments of approximately $184,000 were made to Page Associates in 1998). The Trust has leased this building from Page Associates since 1974. Page Associates is a partnership owned in equal proportions by William Newman, Melvin Newman, the estate of Joseph Newman and Arnold Laubich. The Trust subleases the office building which it leases from Page Associates and has received rent in excess of all payments made to Page Associates and other real estate expenses in each of the years it has rented the building from Page Associates. (b) Compensation Committee Interlocks and Insider Participation The Board of Trustees does not have a Compensation Committee. Consequently, the Board of Trustees performs the functions of such committee; however, from August 1, 1998 to September 28, 1998, the Special Compensation Committee of the Board of Trustees performed these functions with respect to Messrs. William Newman, Laubich, Steuterman and Bernstein. The amount of compensation paid by the Trust to its officers and the respective terms of employment of such officers from August 1, 1998 to September 28, 1998 were, with the exception of the four above-mentioned officers, determined primarily by Messrs. William Newman and Laubich, each of whom served during that period both as a trustee and as an executive officer of the Trust. In addition, the number of options granted to the trustees of the Trust under the terms of the Trust's option plans from August 1, 1998 to September 28, 1998 was determined by the administrators of the option plans during that period, Messrs. William Newman, Laubich and Gold. PART IV ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Consolidated Financial Statements. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. (b) Reports on Form 8-K 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 Amended and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 filed as Exhibit 99.3 to the Registrant's Form 8-K dated May 24, 1996. *3.2 Certificate of Amendment of Amended and Restated Declaration of Trust of New Plan Realty Trust dated September 25, 1998 filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. 40 43 *4.1 Specimen Certificate for Shares of Beneficial Interest filed as Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended July 31, 1997. *4.2 Certificate of Designation Supplementing the Amended and Restated Declaration of Trust of New Plan Realty Trust filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 2, 1997. *10.1 Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of November 21, 1997, filed as Exhibit 10.26 to the Form 10-K of New Plan Excel Realty Trust, Inc. for the fiscal year ended December 31, 1998. *10.2 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 Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.3 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 Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.4 Assumption and Substitution Agreement dated as of September 28, 1998 by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, filed as Exhibit 10.4 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. 10.5 Guaranty, dated September 28, 1998, by New Plan Realty Trust. *10.6 Unconditional Guaranty of Payment and Performance dated as of September 28, 1998 by and between New Plan Realty Trust and BankBoston N.A. filed as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.7 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995, filed as Exhibit 4.2 to Registration Statement No. 33-60045. *10.8 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.9 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.10 Agreement and Plan of Merger, dated May 14, 1998, as amended as of August 7, 1998, among Excel Realty Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty Trust filed as Exhibit 2.1 to the Registrant's Form 8-K dated October 13, 1998. *10.11 Senior Securities Indenture among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, as guarantor, and State Street Bank and Trust Company, as Trustee, dated as of February 3, 1999 filed as Exhibit 4.1 to the Current Report on Form 8-K of New Plan Excel Realty Trust, Inc. dated February 3, 1999. 41 44 *10.12 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit 4.1 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.13 New Plan Realty Trust 1991 Stock Option Plan, as amended, filed as Exhibit 4.2 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.14 Amended and Restated New Plan Realty Trust 1985 Incentive Stock Option Plan filed as Exhibit 4.3 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.15 New Plan Realty Trust March 1991 Stock Option Plan and Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. 12 Ratio of Earnings to Fixed Charges. 21 Subsidiaries of the Registrant. 23 Consent of PricewaterhouseCoopers LLP. 27(1) Financial Data Schedule. 99.1 "Risk Factors" contained in New Plan Excel Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. - ------------------------------ *Incorporated herein by reference as above indicated. (1) Filed as exhibit to electronic filing only. (d) Financial Statement Schedules. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. 42 45 ANNUAL REPORT ON FORM 10-K ITEM 8 AND ITEM 14(a)(1), (a)(2) AND (d) LIST OF CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES YEAR ENDED DECEMBER 31, 1998 NEW PLAN REALTY TRUST AND SUBSIDIARIES NEW YORK, NEW YORK 46 NEW PLAN REALTY TRUST AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Report of Independent Auditors..................................................................................F-2 Consolidated Balance Sheets as of 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 years ended July 31, 1998, 1997 and 1996.............................................................F-5 Consolidated Statements of Changes in Shareholders' Equity for the five months ended December 31, 1998 and years ended July 31, 1998, 1997 and 1996.................................................................................................F-6 Consolidated Statements of Cash Flows for the five months ended December 31, 1998 and years ended July 31, 1998, 1997 and 1996.............................................................F-7 Notes to Consolidated Financial Statements......................................................................F-9 Schedules II - Valuation and Qualifying Accounts............................................................F-19 III - Real Estate and Accumulated Depreciation.....................................................F-20 IV - Mortgage Loans and Notes Receivable on Real Estate...........................................F-41
All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. F-1 47 REPORT OF INDEPENDENT AUDITORS To the Trustees and Shareholders of New Plan Realty Trust: We have audited the consolidated financial statements and financial statement schedules of New Plan Realty Trust and Subsidiaries listed in Item 14(a) of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Plan Realty Trust and Subsidiaries as of December 31, 1998 and July 31, 1998 and 1997, and the consolidated 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 referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. PricewaterhouseCoopers LLP New York, New York February 5, 1999 F-2 48 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1998, JULY 31, 1998 AND JULY 31, 1997 (In Thousands)
December 31, 1998 July 31, 1998 July 31, 1997 ----------------- ------------- ------------- ASSETS: Real estate, at cost Land $ 281,352 $ 272,176 $ 232,502 Buildings and improvements 1,210,202 1,180,562 1,045,273 ---------- ---------- ---------- 1,491,554 1,452,738 1,277,775 Less accumulated depreciation and amortization 151,189 136,978 105,866 ---------- ---------- ---------- 1,340,365 1,315,760 1,171,909 Cash and cash equivalents 12,536 26,284 42,781 Marketable securities 1,700 1,787 2,034 Mortgages and notes receivable 13,399 13,878 23,107 Receivables Trade and notes, net of allowance for doubtful accounts (December 31, 1998 - $9,212; July 31, 1998 - $7,926; July 31, 1997 - $5,581) 15,049 14,025 12,035 Other 1,236 1,376 1,464 Prepaid expenses and deferred charges 6,181 7,823 5,000 Other assets 4,232 3,592 2,814 ---------- ---------- ---------- TOTAL ASSETS $1,394,698 $1,384,525 $1,261,144 ========== ========== ==========
See Notes to Consolidated Financial Statements. F-3 49 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1998, JULY 31, 1998 AND JULY 31, 1997 (In Thousands)
December 31, 1998 July 31, 1998 July 31, 1997 ----------------- ------------- ------------- LIABILITIES: Mortgages payable $ 116,913 $ 114,099 $ 65,573 Notes payable, net of unamortized discount (December 31, 1998 - $1,141; July 31, 1998 - $1,211; July 31, 1997 - $1,366) 413,859 462,789 412,634 Due to New Plan Excel Realty Trust, Inc. 40,886 -- -- Other liabilities 31,311 37,520 33,359 Tenants' security deposits 5,670 5,590 4,623 ---------- ---------- ---------- TOTAL LIABILITIES 608,639 619,998 516,189 ---------- ---------- ---------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred shares, par value $1.00, 1,000,000 shares authorized; issued and outstanding December 31, 1998: none; July 31, 1998 and 1997: 150,000 Series A Cumulative Step-Up Premium Rate Preferred Shares, $75,000 redemption value -- 72,775 72,775 Shares of beneficial interest, without par value, unlimited authorization; issued and outstanding (December 31, 1998: one share; July 31, 1998: 59,874 shares; July 31, 1997: 58,934 shares) -- 759,853 738,011 Additional paid in capital 837,002 -- -- Less: loans receivable for purchase of shares of beneficial interest 2,022 2,306 2,814 Add: unrealized gain on securities reported at fair value 726 813 1,057 ---------- ---------- ---------- 835,706 831,135 809,029 Less distributions in excess of net income 49,647 66,608 64,074 ---------- ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 786,059 764,527 744,955 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,394,698 $1,384,525 $1,261,144 ========== ========== ==========
See Notes to Consolidated Financial Statements. F-4 50 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND YEARS ENDED JULY 31, 1998, 1997 AND 1996 (In Thousands Except For Per Share Amounts)
Dec. 31, 1998 July 31, 1998 July 31, 1997 July 31, 1996 ------------- ------------- ------------- ------------- Revenues: Rental income and related revenues $ 112,384 $ 246,309 $ 202,093 $ 162,821 Interest and dividend income 945 3,950 4,728 4,785 --------- --------- --------- --------- Total revenues 113,329 250,259 206,821 167,606 --------- --------- --------- --------- Operating expenses: Operating costs 26,770 61,417 52,584 39,531 Real estate and other taxes 10,306 22,850 18,449 15,788 Interest expense 17,436 36,815 28,256 17,561 Depreciation and amortization 14,467 31,622 25,006 20,004 Provision for doubtful accounts 2,430 4,171 3,283 1,984 --------- --------- --------- --------- Total operating expenses 71,409 156,875 127,578 94,868 --------- --------- --------- --------- 41,920 93,384 79,243 72,738 Administrative expenses 1,077 2,770 2,203 2,616 --------- --------- --------- --------- Income before gain/(loss) on sale of properties and securities: 40,843 90,614 77,040 70,122 Gain/(loss) on sale of properties and securities, net 34 (41) (3) 399 --------- --------- --------- --------- Net income 40,877 90,573 77,037 70,521 (Decrease)/increase in unrealized gain (87) (244) 414 461 --------- --------- --------- --------- Comprehensive income $ 40,790 $ 90,329 $ 77,451 $ 70,982 ========= ========= ========= ========= Preferred dividend required -- (5,850) (461) -- ========= ========= ========= ========= Net income applicable to shares of beneficial interest $ 40,877 $ 84,723 $ 76,576 $ 70,521 ========= ========= ========= ========= Net income per share of beneficial interest Basic -- $ 1.43 1.31 1.25 Diluted -- $ 1.42 1.30 1.25 Cash distribution per share of beneficial interest -- $ 1.4725 $ 1.435 $ 1.395 Weighted average shares of beneficial interest outstanding Basic -- 59,365 58,461 56,484 Diluted -- 59,774 58,735 56,642
See Notes to Consolidated Financial Statements. F-5 51 NEW PLAN REALTY TRUST CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the Five Months Ended December 31, 1998 and the Years Ended July 31, 1998, 1997 and 1996 (In Thousands)
Preferred Shares Shares of Beneficial Interest Additional ------------------- ------------------------------ Notes Paid Issued Amount Issued Amount Receivable in Capital ------ ------ ------ ------ ---------- ---------- Balance 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 Increase in unrealized gain Issuance of preferred shares 4,060 81,227 ---- -------- ------- --------- -------- Balance 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 Increase in unrealized gain Issuance of preferred shares 150 72,775 ---- -------- ------- --------- -------- Balance 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 Decrease in unrealized gain ---- -------- ------- --------- -------- Balance July 31, 1998 150 72,775 59,874 759,853 (2,306) Net income Dividends paid Dividend reinvestment 235 4,374 Repayment of loans 284 Merger transactions (150) (72,775) (60,109) (764,227) 837,002 Decrease in unrealized gain ---- -------- ------- --------- -------- --------- Balance December 31, 1998 0 $ 0 0 $ 0 $(2,022) $ 837,002 ==== ======== ======= ========= ======== =========
Cumulative Distributions in Total Unrealized Gains Excess of Shareholders' on Securities Net Income Equity -------------- ---------------- ----------- Balance 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 Increase in unrealized gain 461 461 Issuance of preferred shares 81,227 ------- --------- --------- Balance 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 Increase in unrealized gain 414 414 Issuance of preferred shares 72,775 ------- --------- --------- Balance 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 Decrease in unrealized gain (244) (244) ------- --------- --------- Balance July 31, 1998 813 (66,608) 764,527 Net income 40,877 40,877 Dividends paid (23,916) (23,916) Dividend reinvestment 4,374 Repayment of loans 284 Merger transactions 0 Decrease in unrealized gain (87) (87) ------- --------- --------- Balance December 31, 1998 $ 726 $(49,647) $786,059 ======= ========= =========
See Notes to Consolidated Financial Statements F-6 52 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND YEARS ENDED JULY 31, 1998, 1997 AND 1996 (In Thousands)
December 31, 1998 July 31, 1998 July 31, 1997 July 31, 1996 ----------------- ------------- ------------- ------------- OPERATING ACTIVITIES Net income $ 40,877 $ 90,573 $ 77,037 70,521 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,467 31,622 25,006 20,004 (Gain)/loss on sale of properties and securities, net (34) 41 3 (399) Changes in operating assets and liabilities, net: Change in trade and notes receivable (2,310) (4,335) (2,054) (5,776) Change in other receivables 329 88 (355) 13 Change in allowance for doubtful accounts 1,286 2,345 1,604 1,054 Change in other liabilities (6,209) 4,161 3,475 8,239 Change in net sundry assets and liabilities 896 (2,988) 605 (250) --------- --------- --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 49,302 121,507 105,321 93,406 --------- --------- --------- --------- INVESTING ACTIVITIES Sales of marketable securities -- 29 484 4,274 Purchases of marketable securities -- (1) (2) -- Net proceeds from the sale of properties 329 (67) 3,862 3,474 Purchase and improvement of properties (34,383) (123,036) (282,607) (186,008) Repayment of mortgage notes receivable, net 479 9,229 491 821 --------- --------- --------- --------- NET CASH USED IN INVESTING ACTIVITIES (33,575) (113,846) (277,772) (177,439) --------- --------- --------- ---------
See Notes to Consolidated Financial Statements (Continued on next page) F-7 53 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND YEARS ENDED JULY 31, 1998, 1997 AND 1996 (CONTINUED FROM PREVIOUS PAGE) (In Thousands)
December 31, July 31, July 31, July 31, 1998 1998 1997 1996 ---- ---- ---- ---- FINANCING ACTIVITIES Distributions to shareholders of shares of beneficial interest $ (23,916) $ (93,107) $ (83,825) $ (78,962) Distribution to New Plan Excel Realty Trust, Inc. shareholders (488) -- -- -- Issuance of preferred shares pursuant to a public offering, net of offering costs -- -- 72,775 -- Issuance of shares of beneficial interest pursuant to a public offering -- -- -- 81,228 Issuance of shares of beneficial interest pursuant to dividend reinvestment plan 4,374 18,197 16,475 15,126 Issuance of shares of beneficial interest upon exercise of stock options -- 3,645 2,456 164 Proceeds from short-term borrowing -- -- 12,000 19,500 Repayment of short-term borrowing -- -- (31,500) -- Proceeds from issuance of notes 10,000 50,000 223,144 10,000 Repayment of notes (59,000) -- -- -- Principal payments on mortgages (1,914) (3,401) (862) (10,898) Merger costs and other amounts due to New Plan Excel Realty Trust, Inc. 41,185 -- -- -- Repayment of loans receivable for the purchase of shares of beneficial interest 284 508 269 286 --------- --------- --------- --------- NET CASH (USED)/PROVIDED BY FINANCING ACTIVITIES (29,475) (24,158) 210,932 36,444 --------- --------- --------- --------- (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (13,748) (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 $ 12,536 $ 26,284 $ 42,781 $ 4,300 ========= ========= ========= =========
See Notes to Consolidated Financial Statements. F-8 54 NEW PLAN REALTY TRUST AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Income Taxes: New Plan Realty Trust was organized on July 31, 1972 as a business trust under the laws of the Commonwealth of Massachusetts. Prior to the Merger, New Plan Realty Trust and subsidiaries (the "Trust") met the qualification requirements of a real estate investment trust (a "REIT") under the applicable provisions of the Internal Revenue Code of 1986 (the "Code"). Accordingly, during that period, the Trust did not pay Federal income taxes on REIT taxable income (including net capital gains) that it distributed currently to shareholders. During that period, the Trust may have been subject to tax by certain states that did not recognize REIT tax treatment. Provision for such taxes was included in real estate and other taxes. As a result of the consummation of the Merger, since September 28, 1998, the Trust has been a wholly owed subsidiary of New Plan Excel, which for 1998 met the qualification requirements of a REIT under the Code. As a result, from September 28, 1998 to December 31, 1998, the Trust was a disregarded entity for federal income tax purposes. The Trust may be subject to tax by certain states that do not recognize REIT tax treatment. Provision for such taxes has been included in real estate and other taxes. Basis of Consolidation: The consolidated financial statements include the accounts of New Plan Realty Trust and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain prior period amounts have been reclassified to conform to the current year presentation. Real Estate: Real estate is carried at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation is calculated on the straight-line method based on the estimated useful lives of the assets. Buildings and building improvements are depreciated over 40 years and other assets over useful lives ranging from 5 to 20 years. Amortization of leasehold improvements is calculated on a straight-line basis over the shorter of the life of the lease or the estimated useful life of the asset. If there is an event or a change in circumstances that indicates that the basis of the Trust's property may not be recoverable the Trust's policy is to assess any impairment in value by making a comparison of the current and projected operating cash flows (excluding interest and income taxes) of the property over its remaining useful life, on an undiscounted basis, to the carrying amount of the property. Such carrying amounts would be adjusted, if necessary, to reflect an impairment in the value of the property. The Trust records sales of properties when, among other criteria, the parties are bound by the terms of a contract, all consideration has been exchanged and all conditions precedent to closing have been performed. These conditions are usually met at the time of closing. The cost and related accumulated depreciation of assets sold are removed from the respective accounts and any gain or loss is recognized in income. New Accounting Standards: During 1998, the Financial Accounting Standards Board issued (a) No. 130 "Reporting Comprehensive Income" ("SFAS 130"), which is effective for fiscal years beginning after December 15, 1997, (b) No. 131 "Disclosures About Segments of an Enterprise and Related Information" ("SFAS 131"), which is effective for fiscal years beginning after December 15, 1997, (c) No. 132 "Employers Disclosure About Pensions and F-9 55 Other Postretirement Benefits" ("SFAS 132"), which is effective for fiscal years beginning after December 15, 1997, and (d) No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which is effective for fiscal years beginning after June 15, 1999. Management adopted SFAS 130, 131, 132 and 133 for the five months ended December 31, 1998. Cash Equivalents: Cash equivalents consist of short-term, highly liquid debt instruments with original maturities of three months or less. Items classified as cash equivalents include insured bank certificates of deposit and commercial paper. At times cash balances at a limited number of banks may exceed insurable amounts. The Trust believes it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. Revenue Recognition: Lease agreements between the Trust and retail tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, increases in Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to the Trust or when billed to tenants. The Trust recognizes rental income from leases with scheduled rent increases on a straight-line basis over the lease term. Deferred rent receivable, included in trade and notes receivable, represents the difference between the straight-line rent and amounts currently due. Concentration of Credit Risk: No tenant or single property accounts for more than 5% of the Trust's revenues. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The most significant assumptions and estimates relate to depreciable lives, valuation of real estate and the recoverability of mortgage notes and trade accounts receivable. Internal Software Costs: Any costs associated with modifying computer software for the year 2000 are expensed as incurred, as well as any other normal software costs. NOTE B - MARKETABLE SECURITIES The Trust has classified all investments in equity securities as available-for-sale. All investments are recorded at current market value with an offsetting adjustment to shareholders' equity (in thousands).
December 31, 1998 July 31, 1998 July 31, 1997 ----------------- ------------- ------------- Amortized cost basis $ 974 $ 974 $ 977 Unrealized holdings gains 726 813 1,057 ------- ------ ------ Fair value $ 1,700 $1,787 $2,034 ======= ====== ======
F-10 56 The net decrease in unrealized holding gains that has been included as a separate component of shareholders' equity is $87,000 for the five months ended December 31, 1998. The weighted average cost method is used to determine realized gain or loss on securities sold. The market value of marketable securities is based on quoted market prices as of December 31, 1998, July 31, 1998 and July 31, 1997. NOTE C - MORTGAGES & NOTES RECEIVABLE Mortgages and Notes Receivable are collateralized principally by real property and consist of the following (in thousands):
Dec. 31, 1998 July 31, 1998 July 31, 1997 ------------- ------------- ------------- 10% purchase money first mortgage, due August 31, 1999 $ 5,180 $ 5,180 $ 5,180 9.38% purchase money first mortgage, due July 30, 1999 4,205 4,205 4,205 9.375% purchase money first mortgage, due July 27, 2002 -- -- 10,350 12% leasehold mortgage, due May 1, 2008 851 864 890 11.5% note, due April 30, 2004 201 212 237 8.75% purchase money first mortgage, due July 23, 1998 -- -- 795 9% purchase money first mortgage, due July 23, 2000 -- 645 -- 7.2% purchase money first mortgage, due May 9, 2001 750 750 750 8.75% purchase money first mortgage, due July 23, 2001 603 700 700 10% leasehold mortgage, due May 31, 2008 1,609 1,322 -- -------- -------- -------- $ 13,399 $ 13,878 $ 23,107 ======== ======== ========
F-11 57 NOTE D - MORTGAGES AND CREDIT FACILITY Mortgages are collateralized by real property with aggregate carrying amounts of approximately $245.2 million before accumulated depreciation and amortization. As of December 31, 1998, mortgages payable bear interest at rates ranging from 3.5% to 10.75%, having a weighted average rate of 7.7% per annum and mature from 1999 to 2010. Scheduled principal payments during each of the next five fiscal years and thereafter are approximately as follows (in thousands):
Year Ending December 31, ------------------------ 1999 $ 12,932 2000 29,053 2001 22,018 2002 16,281 2003 8,177 Thereafter 28,452 -------- Total $116,913 ========
New Plan Excel Realty Trust, Inc. has two revolving credit facilities which provide for a total of up to $300 million of debt. As of December 31, 1998, New Plan Excel Realty Trust, Inc. had a total of approximately $201 million outstanding under its revolving credit facilities, of which $50 million is reflected in the Trust's balance sheet as due to New Plan Excel Realty Trust, Inc. Interest costs capitalized for the five months ended December 31, 1998 and for the years ended July 31, 1998, 1997 and 1996 were approximately $159, $12, $868 and $203, respectively. F-12 58 NOTE E - NOTES PAYABLE Notes Payable consists of the following (in thousands):
Dec. 31, July 31, July 31, Description Face Amount Due Date 1998 1998 1997 ----------- ----------- -------- ---- ---- ---- 7.75% Senior notes, effective interest rate 7.95%, net of unamortized discount; December 31, 1998 - $957; July 31, 1998 - - $1,019; July 31, 1997 - $1,132 $100,000 4/6/2005 $ 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 - $192; July 31, 1997- $234 $81,000 5/15/2002 80,816 80,808 80,766 7.97% unsecured notes 10,000 8/14/2026 10,000 10,000 10,000 Variable rate unsecured notes 49,000 8/3/1999 49,000 49,000 49,000 Variable rate unsecured notes 10,000 8/3/1998 -- 10,000 10,000 5.95% unsecured notes 49,000 11/2/2026 -- 49,000 49,000 7.65% unsecured notes 25,000 11/2/2026 25,000 25,000 25,000 7.68% unsecured notes 20,000 11/2/2026 20,000 20,000 20,000 Variable rate unsecured notes 40,000 5/15/2000 40,000 40,000 40,000 7.35% unsecured notes 30,000 6/15/2007 30,000 30,000 30,000 6.9% unsecured notes 50,000 2/15/2028 50,000 50,000 -- Variable rate unsecured notes 10,000 8/18/2000 10,000 -- -- -------- -------- -------- Total $413,859 $462,789 $412,634 ======== ======== ========
The Notes are unsecured and subordinate to mortgages payable and rank equally with debt under the revolving credit facility. Where applicable, the discount is being amortized over the life of the respective Notes using the effective interest method. Interest is payable semi-annually or quarterly and the principal is due at maturity. Among other restrictive covenants, there is a restrictive covenant that limits the amount of total indebtedness to 65% of total assets. For the five months ended December 31, 1998, $170 of amortized discount and issuing costs were included in interest expense. F-13 59 NOTE F - OTHER LIABILITIES (in thousands)
December 31, July 31, July 31, 1998 1998 1997 ---- ---- ---- Accounts payable $ 4,035 $ 3,362 $ 2,096 Taxes payable 8,985 10,523 9,289 Interest payable on notes 6,365 9,712 7,779 Amounts due seller of property 1,429 1,952 1,467 Accrued professional and personnel costs 1,342 1,239 1,666 Accrued construction costs 4,521 4,789 4,872 Acquisition costs 806 1,120 1,884 Other 3,052 3,715 2,969 Deferred rent expense and rent received in advance 776 1,108 1,337 ------- ------- ------- $31,311 $37,520 $33,359 ======= ======= =======
NOTE G - LEASE AGREEMENTS The Trust has entered into leases, as lessee, in connection with ground leases for shopping centers which it operates, an office building which it sublets and administrative office space for the Trust. These leases are accounted for as operating leases. The minimum annual rental commitments during the next five fiscal years and thereafter are approximately as follows (in thousands):
Year Ending December 31, ------------------------ 1999 $ 982 2000 950 2001 1,131 2002 1,085 2003 1,297 Thereafter 11,357 ------- Total $16,802 =======
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. There were no contingent rentals for the five months ended December 31, 1998 and for the years ended July 31, 1998 and 1997. In addition, ground leases provide for fixed rent escalations and renewal options. NOTE H - RENTAL INCOME UNDER OPERATING LEASES Minimum future rentals to be received during the next five fiscal years and thereafter F-14 60 with initial or remaining noncancellable lease terms in excess of one year are approximately as follows (in thousands):
Year Ending December 31, ------------------------ 1999 $134,512 2000 115,722 2001 100,804 2002 84,918 2003 69,928 Thereafter 381,611 -------- Total $887,495 ========
The above table assumes that all leases which expire are not renewed, therefore neither renewal rentals nor rentals from replacement tenants are included. Minimum future rentals do not include contingent rentals, which may be received under certain leases on the basis of percentage of reported tenants' sales volume, increases in Consumer Price Indices, common area maintenance charges and real estate tax reimbursements. Contingent rentals included in income for the five months ended December 31, 1998 and for the years ended July 31, 1998, 1997 and 1996 amounted to approximately $15,044, $34,421, $28,933 and $26,173, respectively. NOTE I - SUPPLEMENTAL CASH FLOW INFORMATION The Trust entered into the following non-cash investing and financing activities (in thousands):
Five months ended Year ended Year ended Year ended Dec. 31, July 31, July 31, July 31, 1998 1998 1997 1996 ---- ---- ---- ---- Mortgages payable assumed in the acquisition of properties $ 4,730 $51,900 $17,500 $32,538 Mortgages receivable in connection with the sale of properties -- -- $ 700 $ 1,545
State and local income taxes paid for the five months ended December 31, 1998 and year ended July 31, 1998, 1997 and 1996 were $100, $156, $872 and $0, respectively. Interest paid for the five months ended December 31, 1998 and for the years ended July 31, 1998, 1997 and 1996 was $20,344, $34,876, $24,642, and $17,085, respectively. NOTE J - RETIREMENT SAVINGS PLAN The Trust has a Retirement Savings Plan (the "Savings Plan"). Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the F-15 61 Trust may, at the discretion of the Board of Trustees, make a voluntary contribution to the Savings Plan. For the five months ended December 31, 1998 and the years ended July 31, 1998, 1997 and 1996, the Trust's expense for the Savings Plan was $159, $317, $250 and $228, respectively. NOTE K - FINANCIAL INSTRUMENTS The estimated fair values of the Trust's financial instruments are as follows (in thousands):
December 31, 1998 July 31, 1998 July 31, 1997 Carrying Fair Carrying Fair Carrying Fair Amounts Value Amounts Value Amounts Value ------- ----- ------- ----- ------- ----- Assets: Cash and cash equivalents $12,536 $12,536 $ 26,284 $ 26,284 $ 42,781 $ 42,781 Marketable securities 1,700 1,700 1,787 1,787 2,034 2,034 Mortgages and notes receivable 13,399 13,600 13,878 14,100 23,107 24,200 Other receivables 1,236 1,236 1,376 1,376 1,464 1,464 Liabilities: Mortgages payable 116,913 118,300 114,099 115,700 65,573 67,500 Notes payable 413,859 464,500 462,789 501,800 412,634 429,200 Other liabilities 31,311 31,311 37,520 37,520 33,359 33,359 Due to New Plan Excel Realty Trust, Inc. 40,886 40,886 -- -- -- --
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable: Cash and cash equivalents, other receivables, amounts due from New Plan Excel Realty Trust, Inc. and payables: The carrying amount approximates fair value because of the short maturity of those instruments. Marketable securities: Fair value is based on quoted market prices. Mortgages and Notes receivable: The fair value is estimated based on discounting the future cash flows at a year-end risk adjusted lending rate that the Trust would utilize for loans of similar risk and duration. Mortgages payable and Notes payable: The fair value is estimated based on discounting future cash flows at a year-end adjusted borrowing rate which reflects the risks associated with mortgages and notes of similar risk and duration. F-16 62 NOTE L - SEGMENT INFORMATION The Trust's two primary business segments are retail and residential rental properties. At December 31, 1998, the retail segment consists of 145 shopping centers and the residential segment consists of 54 garden apartment communities. Selected financial information for each segment is as follows:
Retail Residential Other Total ------ ----------- ----- ----- For Five Months Ended December 31, 1998 Revenue $ 79,913 $ 32,471 $ 945 $ 113,329 Operating expenses 22,988 16,518 1,077 40,583 ---------- ---------- ---------- ----------- 56,925 15,953 (132) 72,746 Interest Expense 17,436 17,436 Depreciation 10,986 3,481 14,467 Gain on sale of securities/ properties 34 34 ---------- ---------- ---------- ----------- Net Income $ 45,939 $ 12,472 ($ 17,534) $ 40,877 ========== ========== =========== =========== Real estate assets, net $ 990,918 $ 349,447 $ 1,340,365 ========== ========== =========== For Year Ended July 31, 1998 Revenue $176,983 $ 69,326 $ 3,950 $ 250,259 Operating expenses 52,222 36,216 2,770 91,208 ------ ------ ----- ------ 124,761 33,110 1,180 159,051 Interest Expense 36,815 36,815 Depreciation 24,077 7,545 31,622 Loss on sale of securities/ properties (41) (41) ---------- ---------- ---------- ----------- Net Income $ 100,684 $ 25,565 ( $35,676) $ 90,573 ========== ========== =========== =========== Real estate assets, net $ 977,617 $ 338,143 $ 1,315,760 ========== ========== =========== For Year Ended July 31, 1997 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 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-17 63 NOTE M - TRANSITION PERIOD COMPARATIVE DATA The following table presents certain financial information for the five months ended December 31, 1998 and 1997 (in thousands):
Five Months Ended December 31, 1998 (audited) 1997 (unaudited) -------------- ---------------- Revenues $113,329 $100,457 ======== ======== Net income 40,877 36,347 ======== ========
NOTE N - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (in thousands, except per share data)
Earnings Per Share Revenue Net Income Basic Diluted ------- ---------- ----- ------- Five Months Ended Dec. 31, 1998 August 1 - September 30, 1998 $45,167 $16,570 -- -- October 1 - December 31, 1998 $68,162 $24,307 -- -- Year Ended July 31, 1998 First $59,507 $21,537 $.34 $.34 Second 61,845 22,525 .36 .35 Third 63,481 22,899 .36 .36 Fourth 65,426 23,612 .37 .37 Year Ended July 31, 1997 First $47,783 $19,076 $.33 $.33 Second 51,147 19,092 .33 .32 Third 52,066 19,088 .32 .32 Fourth 55,825 19,781 .33 .33
F-18 64 NEW PLAN REALTY TRUST AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS (Amounts in Thousands) SCHEDULE II
Additions Balance at Charged to Credited Balance Beginning Costs and to Other at End Description of Period Expenses Revenues Deductions(1) of Period - ----------- --------- -------- -------- ------------- --------- Five Months Ended December 31, 1998 Allowance for doubtful accounts $7,926 $2,430 -- $1,144 $9,212 Year Ended July 31, 1998 Allowance for doubtful accounts $5,581 $4,171 -- $1,826 $7,926 Year Ended July 31, 1997 Allowance for doubtful accounts $3,977 $3,283 -- $1,679 $5,581 Year Ended July 31, 1996 Allowance for doubtful accounts $2,923 $1,967 -- $913 $3,977
(1) Trade receivables charged to the reserve. F-19 65 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- 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
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 ----------- ------------ ------------ -------- --------- Apartments ************************** BRECKENRIDGE APARTMENTS 479,784 1979 Feb 92 40 Years BIRMINGHAM AL COURTS AT WILDWOOD 712,160 1969 Jul 93 40 Years BIRMINGHAM AL DEVONSHIRE PLACE 1,107,811 1971 Feb 92 40 Years BIRMINGHAM AL THE CLUB APARTMENTS 685,168 1969-1974 May 95 40 Years BIRMINGHAM AL HILLCREST APARTMENTS 124,807 1977 Jun 97 40 Years MOBILE AL KNOLLWOOD APARTMENTS 662,866 1978-1982 May 97 40 Years MOBILE AL MAISON DE VILLE APTS 491,555 1963,71-73 Jul 96 40 Years MOBILE AL MAISON IMPERIAL APTS 169,717 1969-73 Jul 96 40 Years MOBILE AL PLANTATION APARTMENTS 107,789 1977 Jul 96 40 Years MOBILE AL MAYFAIR APARTMENTS 765,949 1971 Jan 81 40 Years DOVER DE RODNEY APARTMENTS 2,364,431 1963-1965 Jan 69 40 Years DOVER DE CHARTER POINTE APARTMENTS 164,055 1973 Apr 98 40 Years ALTAMONTE SPRINGS FL
F-20 66 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Apartments ************************** 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 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
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 ----------- ------------ ------------ -------- --------- Apartments ************************** LAKE PARK APARTMENTS 2,480,820 1965 Feb 76 40 Years LAKE PARK FL CAMBRIDGE APARTMENTS 244,803 1972,1982 May 96 40 Years ATHENS GA TARA APARTMENTS 323,422 1970 Jun 96 40 Years ATHENS GA REGENCY CLUB APARTMENTS 276,705 1980 Sep 96 40 Years EVANSVILLE IN FOREST HILLS APARTMENTS 252,036 1974 Oct 97 40 Years INDIANAPOLIS IN HAWTHORNE HEIGHTS APTS 450,156 1965 Jun 96 40 Years INDIANAPOLIS IN JAMESTOWN APARTMENTS 685,698 1967 Sep 91 40 Years LEXINGTON KY SADDLEBROOK APARTMENTS 809,352 1969 May 95 40 Years LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 780,972 1974 Sep 93 40 Years LOUISVILLE KY LA FONTENAY APARTMENTS 963,981 1970 Jul 92 40 Years LOUISVILLE KY POPLAR LEVEL APARTMENTS 266,849 1974 Jan 91 40 Years LOUISVILLE KY
F-21 67 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Apartments ************************** 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 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
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 ----------- ------------ ------------ -------- --------- Apartments ************************** RIVERCHASE APARTMENTS 190,391 1968 Aug 96 40 Years NEWPORT KY FORESTWOOD APARTMENTS 442,614 1985 Oct 96 40 Years BATON ROUGE LA SHERWOOD ACRES APARTMENTS 846,789 1978-1979 Oct 96 40 Years BATON ROUGE LA WILLOW BEND LAKE APARTMENTS 610,704 1986 Oct 96 40 Years BATON ROUGE LA DEERHORN VILLAGE APARTMENTS 506,242 1974 Jul 95 40 Years KANSAS CITY MO CARDINAL WOODS APARTMENTS 187,388 1978 Aug 97 40 Years CARY NC POLO RUN APARTMENTS 61,642 1971 Aug 98 40 Years RALEIGH NC MEADOW EAST APARTMENTS 757,735 1964-1971 Sep 83 40 Years POTSDAM NY MOHAWK GARDEN APARTMENTS 1,267,708 1947 Nov 85 40 Years ROME NY NORTHGATE APARTMENTS 118,532 1970 Jul 98 40 Years COLUMBUS OH
F-22 68 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Apartments ************************** 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 5,992,763 1,142,888 7,648,557 107,445 1,142,888 7,756,002 8,898,890 APARTMENTS 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
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 ----------- ------------ ------------ -------- --------- Apartments ************************** SPRING CREEK APARTMENTS 337,136 1985 Jun 97 40 Years COLUMBUS OH ARLINGTON VILLAGE APARTMENTS 504,259 1966 Aug 94 40 Years FAIRBORN OH CHESTERFIELD APARTMENTS 359,159 1979-1984 Feb 91 40 Years MAUMEE OH EASTGREEN ON THE COMMONS 173,710 1971,1982 Jan 98 40 Years APARTMENTS REYNOLDSBURG OH GOLDCREST APARTMENTS 263,268 1968 Aug 96 40 Years SHARONVILLE OH CAMBRIDGE PARK APTS 286,760 1973 Aug 96 40 Years UNION TWP-CINN OH GOVERNOUR'S PLACE APARTMENTS 250,650 1974 Apr 95 40 Years HARRISBURG PA HARBOUR LANDING APARTMENTS 409,409 1974 Sep 95 40 Years COLUMBIA SC SEDGEFIELD APARTMENTS 749,295 1972,74,79 Jul 94 40 Years FLORENCE SC TURTLE CREEK APARTMENTS 260,602 1976 Jun 96 40 Years GREENVILLE SC
F-23 69 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Apartments ************************** HICKORY LAKE APARTMENTS 1,369,251 5,483,004 816,699 1,369,251 6,299,703 7,668,954 ANTIOCH TN 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
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 ----------- ------------ ------------ -------- --------- Apartments ************************** HICKORY LAKE APARTMENTS 858,210 1974 Dec 93 40 Years ANTIOCH TN COURTS @ WATERFORD PLACE 582,335 1988,89 Dec 96 40 Years CHATTANOOGA TN ASHFORD PLACE APARTMENTS 740,205 1972-1974 Oct 93 40 Years CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 389,854 1982 Jul 94 40 Years CLARKSVILLE TN PADDOCK PLACE APARTMENTS 623,147 1989 Jul 94 40 Years CLARKSVILLE TN THE PINES APARTMENTS 437,044 1986 Jul 94 40 Years CLARKSVILLE TN LANDMARK ESTATES APARTMENTS 119,993 1971 Aug 96 40 Years EAST RIDGE TN MILLER CREST APARTMENTS 203,735 1973 Jun 96 40 Years JOHNSON CITY TN CEDAR BLUFF APARTMENTS 358,636 1980 May 96 40 Years KNOXVILLE TN COUNTRY PLACE APARTMENTS 532,660 1979 Apr 96 40 Years NASHVILLE TN
F-24 70 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Apartments ************************** WOODBRIDGE APARTMENTS 1,594,214 6,376,854 112,890 1,594,214 6,489,744 8,083,958 NASHVILLE TN Factory Outlets ************************* FACTORY MERCHANTS BARSTOW 9,433,158 5,730,337 22,936,349 12,971,577 5,730,337 35,907,926 41,638,263 BARSTOW CA ST AUGUSTINE OUTLET CENTER 55,716 4,488,742 14,426,139 10,222,860 4,488,742 24,648,999 29,137,741 ST AUGUSTINE FL FACTORY MERCHANTS BRANSON 17,669 22,312,120 11,777,940 17,669 34,090,060 34,107,729 BRANSON MO FACTORY OUTLET VILLAGE OSAGE 6,978,714 27,259,675 7,630,589 6,978,714 34,890,264 41,868,978 BEACH OSAGE BEACH MO SIX FLAGS FACTORY OUTLET 889,214 1,249,781 27,109,466 889,214 28,359,247 29,248,461 JACKSON NJ FACTORY MERCHANTS 411,023 1,644,017 1,046,535 411,023 2,690,552 3,101,575 FT CHISWELL MAX MEADOWS VA Miscellaneous ***************************** PIZZA HUT - PAD 40,065 225,958 40,065 225,958 266,023 GREENVILLE 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 ----------- ------------ ------------ -------- --------- Apartments ************************** WOODBRIDGE APARTMENTS 367,698 1980 Aug 96 40 Years NASHVILLE TN Factory Outlets ************************* FACTORY MERCHANTS BARSTOW 4,816,983 1989 Nov 93 40 Years BARSTOW CA ST AUGUSTINE OUTLET CENTER 4,395,210 1991 Mar 92 40 Years ST AUGUSTINE FL FACTORY MERCHANTS BRANSON 4,398,613 1988 Nov 93 40 Years BRANSON MO FACTORY OUTLET VILLAGE OSAGE 5,281,332 1987 Jan 93 40 Years BEACH OSAGE BEACH MO SIX FLAGS FACTORY OUTLET 1,024,495 1997 Apr 97 40 Years JACKSON NJ FACTORY MERCHANTS 990,970 1989 Nov 93 40 Years FT CHISWELL MAX MEADOWS VA Miscellaneous ***************************** PIZZA HUT - PAD 93,052 1973 May 86 35 Years GREENVILLE NC
F-25 71 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Miscellaneous *************************** HARDEES - PAD 400,000 400,000 400,000 HANOVER PA PIZZA HUT - PAD 427,500 427,500 427,500 HARRISONBURG VA Office Building *************************** INSTITUTE FOR 1,389,460 1,389,460 1,389,460 DEFENSE ANALYSIS PRINCETON NJ Shopping Centers *************************** CLOVERDALE VILLAGE 634,152 2,536,606 7,304 634,152 2,543,910 3,178,062 FLORENCE AL DOVERAMA @ RODNEY VILLAGE 50,755 311,781 50,755 311,781 362,536 DOVER DE RODNEY VILLAGE 1,202,551 2,082,918 2,304,609 1,202,551 4,387,527 5,590,078 DOVER DE REGENCY PARK 3,888,425 15,553,501 36,703 3,888,425 15,590,204 19,478,629 SHOPPING CENTER JACKSONVILLE FL SOUTHGATE SHOPPING CENTER 4,253,341 3,981,290 10,621 4,253,341 3,991,911 8,245,252 NEW PORT RICHIE FL
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 ----------- ------------ ------------ -------- --------- Miscellaneous *************************** HARDEES - PAD 14,583 1971 Jul 97 35 Years HANOVER PA PIZZA HUT - PAD 29,518 1969 Jul 96 35 Years HARRISONBURG VA Office Building *************************** INSTITUTE FOR 710,447 1982 May 74 35 Years DEFENSE ANALYSIS PRINCETON NJ Shopping Centers *************************** CLOVERDALE VILLAGE 268,309 1986 Oct 94 40 Years FLORENCE AL DOVERAMA @ RODNEY VILLAGE 78,948 1969 Oct 88 40 Years DOVER DE RODNEY VILLAGE 3,295,179 1959 Jan 69 40 Years DOVER DE REGENCY PARK 578,421 1985 Jun 97 40 Years SHOPPING CENTER JACKSONVILLE FL SOUTHGATE SHOPPING CENTER 120,983 1966 Aug 97 40 Years NEW PORT RICHIE FL
F-26 72 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ************************** PRESIDENTIAL PLAZA 1,312,956 2,456,917 113,551 1,312,956 2,570,468 3,883,424 NORTH LAUDERDALE FL PRESIDENTIAL PLAZA WEST 437,485 812,473 13,147 437,485 825,620 1,263,105 NORTH LAUDERDALE FL COLONIAL MARKETPLACE 4,137,254 2,524,647 3,504,446 2,524,647 3,504,446 6,029,093 ORLANDO FL RIVERWOOD SHOPPING CENTER 2,243,023 1,500,580 8,960 2,243,023 1,509,540 3,752,563 PORT ORANGE FL SEMINOLE PLAZA 2,128,480 2,215,356 2,128,480 2,215,356 4,343,836 SEMINOLE FL RUTLAND PLAZA 1,443,294 5,773,175 100,169 1,443,294 5,873,344 7,316,638 ST PETERSBURG FL ALBANY PLAZA 696,447 2,799,786 148,167 696,447 2,947,953 3,644,400 ALBANY GA SOUTHGATE PLAZA - ALBANY 231,517 970,811 107,751 231,517 1,078,562 1,310,079 ALBANY GA EASTGATE PLAZA - AMERICUS 221,637 1,036,331 108,166 221,637 1,144,497 1,366,134 AMERICUS GA PERLIS PLAZA 774,966 5,301,644 561,117 774,966 5,862,761 6,637,727 AMERICUS GA ROGERS PLAZA 291,014 688,590 110,593 291,014 799,183 1,090,197 ASHBURN 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 ----------- ------------ ------------ -------- --------- Shopping Centers ************************** PRESIDENTIAL PLAZA 109,729 1977 Apr 97 40 Years NORTH LAUDERDALE FL PRESIDENTIAL PLAZA WEST 34,914 1977 Apr 97 40 Years NORTH LAUDERDALE FL COLONIAL MARKETPLACE 62,058 1979,86 Apr 98 40 Years ORLANDO FL RIVERWOOD SHOPPING CENTER 48,515 1984,1996 Sep 97 40 Years PORT ORANGE FL SEMINOLE PLAZA 36,923 1964 Jun 98 40 Years SEMINOLE FL RUTLAND PLAZA 312,166 1964 Nov 96 40 Years ST PETERSBURG FL ALBANY PLAZA 335,831 1968 May 94 40 Years ALBANY GA SOUTHGATE PLAZA - ALBANY 209,515 1969 Jul 90 40 Years ALBANY GA EASTGATE PLAZA - AMERICUS 224,221 1980 Jul 90 40 Years AMERICUS GA PERLIS PLAZA 1,246,644 1972 Jul 90 40 Years AMERICUS GA ROGERS PLAZA 188,896 1974 Jul 90 40 Years ASHBURN GA
F-27 73 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ************************** SWEETWATER VILLAGE 707,938 2,831,750 13,405 707,938 2,845,155 3,553,093 AUSTELL GA CEDAR PLAZA 928,302 3,713,207 50,395 928,302 3,763,602 4,691,904 CEDARTOWN GA CEDARTOWN SHOPPING CENTER 745,006 3,266,424 84,289 745,006 3,350,713 4,095,719 CEDARTOWN GA CORDELE SQUARE 864,335 3,457,337 407,896 864,335 3,865,233 4,729,568 CORDELE GA MR B'S CORDELE GA 166,047 154,140 7,880 166,047 162,020 328,067 SOUTHGATE PLAZA - CORDELE 202,682 958,998 154,037 202,682 1,113,035 1,315,717 CORDELE GA HABERSHAM VILLAGE 1,301,643 4,340,422 725,184 1,301,643 5,065,606 6,367,249 CORNELIA GA MIDWAY VILLAGE 1,553,580 2,887,506 30,692 1,553,580 2,918,198 4,471,778 SHOPPING CENTER DOUGLASVILLE GA WESTGATE - DUBLIN 699,174 5,834,809 157,749 699,174 5,992,558 6,691,732 DUBLIN GA MARSHALL'S AT EASTLAKE 1,710,517 2,069,483 1,710,517 2,069,483 3,780,000 SHOPPING CENTER MARIETTA GA NEW CHASTAIN CORNERS 2,457,446 5,741,641 79,266 2,457,446 5,820,907 8,278,353 SHOPPING CENTER MARIETTA 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 ----------- ------------ ------------ -------- --------- Shopping Centers ************************** SWEETWATER VILLAGE 299,013 1985 Oct 94 40 Years AUSTELL GA CEDAR PLAZA 395,837 1994 Oct 94 40 Years CEDARTOWN GA CEDARTOWN SHOPPING CENTER 337,017 1989 Jan 95 40 Years CEDARTOWN GA CORDELE SQUARE 835,268 1968 Jul 90 40 Years CORDELE GA MR B'S CORDELE GA 34,226 1968 Jul 90 40 Years SOUTHGATE PLAZA - CORDELE 207,655 1969 Jul 90 40 Years CORDELE GA HABERSHAM VILLAGE 899,667 1985 May 92 40 Years CORNELIA GA MIDWAY VILLAGE 112,308 1989 May 97 40 Years SHOPPING CENTER DOUGLASVILLE GA WESTGATE - DUBLIN 1,247,698 1974 Jul 90 40 Years DUBLIN GA MARSHALL'S AT EASTLAKE 10,779 1982 Oct 98 40 Years SHOPPING CENTER MARIETTA GA NEW CHASTAIN CORNERS 209,180 1990 Jul 97 40 Years SHOPPING CENTER MARIETTA GA
F-28 74 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ************************** VILLAGE AT SOUTHLAKE 1,733,198 3,017,677 1,733,198 3,017,677 4,750,875 MORROW GA CREEKWOOD SHOPPING CENTER REX GA 1,160,203 3,482,609 (1) 1,160,203 3,482,608 4,642,811 EISENHOWER SQUARE SHOPPING 1,029,500 4,117,700 119,157 1,029,500 4,236,857 5,266,357 CENTER SAVANNAH GA VICTORY SQUARE 1,206,181 4,824,725 132,610 1,206,181 4,957,335 6,163,516 SAVANNAH GA TIFT-TOWN TIFTON GA 271,444 1,325,238 271,359 271,444 1,596,597 1,868,041 WESTGATE - TIFTON 156,269 304,704 963 156,269 305,667 461,936 TIFTON GA HAYMARKET MALL 1,230,252 5,031,799 119,315 1,230,252 5,151,114 6,381,366 DES MOINES IA HAYMARKET SQUARE 6,145,000 2,056,172 8,224,688 477,383 2,056,172 8,702,071 10,758,243 DES MOINES IA SOUTHFIELD PLAZA 3,188,496 3,897,167 6,246,066 3,188,496 10,143,233 13,331,729 SHOPPING CENTER BRIDGEVIEW IL WESTRIDGE COURT SHOPPING 9,815,696 39,261,783 572,970 9,815,696 39,834,753 49,650,449 CENTER NAPERVILLE IL TINLEY PARK PLAZA 2,607,702 10,430,808 268,156 2,607,702 10,698,964 13,306,666 TINLEY PARK IL COLUMBUS CENTER 1,196,269 3,608,315 2,425,562 1,196,269 6,033,877 7,230,146 COLUMBUS OH
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 ----------- ------------ ------------ -------- --------- Shopping Centers ************************** VILLAGE AT SOUTHLAKE 53,878 1983 Apr 98 40 Years MORROW GA CREEKWOOD SHOPPING CENTER REX GA 134,142 1990 May 97 40 Years EISENHOWER SQUARE SHOPPING 153,727 1985 Jul 97 40 Years CENTER SAVANNAH GA VICTORY SQUARE 799,322 1986 Jul 92 40 Years SAVANNAH GA TIFT-TOWN TIFTON GA 320,373 1965 Jul 90 40 Years WESTGATE - TIFTON 64,487 1980 Jul 90 40 Years TIFTON GA HAYMARKET MALL 461,211 1968-1979 May 95 40 Years DES MOINES IA HAYMARKET SQUARE 780,750 1971-1979 May 95 40 Years DES MOINES IA SOUTHFIELD PLAZA 472,373 1958,72 Dec 96 40 Years SHOPPING CENTER BRIDGEVIEW IL WESTRIDGE COURT SHOPPING 1,457,604 1990 Jul 97 40 Years CENTER NAPERVILLE IL TINLEY PARK PLAZA 916,627 1973 Sep 95 40 Years TINLEY PARK IL COLUMBUS CENTER 1,769,737 1964 Dec 88 40 Years COLUMBUS OH
F-29 75 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ************************** JASPER MANOR 1,319,937 7,110,063 34,383 1,319,937 7,144,446 8,464,383 JASPER IN TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,437 1,104,876 3,769,940 4,874,816 PRINCETON IN WABASH CROSSING 1,614,878 6,470,511 27,744 1,614,878 6,498,255 8,113,133 WAVASH IN JACKSON VILLAGE 284,815 3,115,586 589,956 284,815 3,705,542 3,990,357 JACKSON KY J*TOWN CENTER 1,331,074 4,121,997 616,521 1,331,074 4,738,518 6,069,592 JEFFERSONTOWN KY NEW LOUISA PLAZA 469,014 1,998,752 161,683 469,014 2,160,435 2,629,449 LOUISA KY PICCADILLY SQUARE 355,000 1,588,409 323,428 355,000 1,911,837 2,266,837 LOUISVILLE KY EASTGATE SHOPPING CENTER 1,945,679 7,792,717 704,388 1,945,679 8,497,105 10,442,784 MIDDLETOWN KY LIBERTY PLAZA 2,075,809 8,303,237 231,483 2,075,809 8,534,720 10,610,529 RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 312,650 1,833,330 86,550 312,650 1,919,880 2,232,530 SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 1,478,391 1,625,580 7,992,713 9,618,293 ANN ARBOR MI
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 ----------- ------------ ------------ -------- --------- Shopping Centers ************************** JASPER MANOR 1,226,687 1990 Feb 92 40 Years JASPER IN TOWN FAIR SHOPPING CENTER 552,397 1991 Feb 93 40 Years PRINCETON IN WABASH CROSSING 819,505 1988 Dec 93 40 Years WAVASH IN JACKSON VILLAGE 855,520 1983 Dec 88 40 Years JACKSON KY J*TOWN CENTER 1,208,377 1959 Oct 88 40 Years JEFFERSONTOWN KY NEW LOUISA PLAZA 709,155 1978 Feb 88 40 Years LOUISA KY PICCADILLY SQUARE 471,983 1973 Apr 89 40 Years LOUISVILLE KY EASTGATE SHOPPING CENTER 1,130,235 1987 Nov 93 40 Years MIDDLETOWN KY LIBERTY PLAZA 776,744 1962 May 95 40 Years RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 677,263 1973 May 86 35 Years SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 841,868 1965 Oct 94 40 Years ANN ARBOR MI
F-30 76 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ***************************** FARMINGTON CROSSROADS 1,092,200 4,368,800 68,806 1,092,200 4,437,606 5,529,806 FARMINGTON MI DELTA CENTER 2,405,200 9,620,800 122,447 2,405,200 9,743,247 12,148,447 LANSING MI HAMPTON VILLAGE CENTRE 8,638,500 34,541,500 198,445 8,638,500 34,739,945 43,378,445 ROCHESTER HILLS MI FASHION CORNERS 2,244,800 8,799,200 9,900 2,244,800 8,809,100 11,053,900 SAGINAW MI HALL ROAD CROSSING 2,595,500 10,382,000 234,843 2,595,500 10,616,843 13,212,343 SHELBY MI SOUTHFIELD PLAZA 2,052,995 8,180,980 (63,004) 2,052,995 8,117,976 10,170,971 SOUTHFIELD MI DELCO PLAZA 9,600,000 1,277,504 5,109,367 47,116 1,277,504 5,156,483 6,433,987 STERLING HEIGHTS MI WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 361,433 1,530,281 6,482,556 8,012,837 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 55,222 181,998 1,069,654 1,251,652 GOLDSBORO NC SHOPPING CENTER - WILSON 315,000 1,780,370 71,456 315,000 1,851,826 2,166,826 WILSON NC LAUREL SQUARE 3,261,701 9,283,302 759,174 3,261,701 10,042,476 13,304,177 BRICKTOWN NJ
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 ----------- ------------ ------------ -------- --------- Shopping Centers ***************************** FARMINGTON CROSSROADS 331,600 1986 Dec 95 40 Years FARMINGTON MI DELTA CENTER 730,699 1985 Dec 95 40 Years LANSING MI HAMPTON VILLAGE CENTRE 2,586,668 1990 Dec 95 40 Years ROCHESTER HILLS MI FASHION CORNERS 655,358 1986 Dec 95 40 Years SAGINAW MI HALL ROAD CROSSING 810,230 1985 Dec 95 40 Years SHELBY MI SOUTHFIELD PLAZA 163,530 1969-70 Feb 98 40 Years SOUTHFIELD MI DELCO PLAZA 262,923 1970,73 Nov 96 40 Years STERLING HEIGHTS MI WASHTENAW FOUNTAIN PLAZA 1,071,937 1989 Oct 92 40 Years YPSILANTI MI SHOPPING CENTER - GOLDSBORO 373,756 1973 May 86 35 Years GOLDSBORO NC SHOPPING CENTER - WILSON 653,182 1973 May 86 35 Years WILSON NC LAUREL SQUARE 1,651,818 1973 Jul 92 40 Years BRICKTOWN NJ
F-31 77 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ************************ HAMILTON PLAZA 1,124,415 4,513,658 230,648 1,124,415 4,744,306 5,868,721 HAMILTON NJ BENNETTS MILLS PLAZA 1,794,122 6,399,888 73,207 1,794,122 6,473,095 8,267,217 JACKSON NJ MIDDLETOWN PLAZA 1,204,829 1,479,487 3,715,382 1,204,829 5,194,869 6,399,698 MIDDLETOWN NJ TINTON FALLS PLAZA 1,884,325 6,308,392 78,693 1,884,325 6,387,085 8,271,410 TINTON FALLS NJ RENAISSANCE CENTER EAST 2,543,856 10,175,427 185,340 2,543,856 10,360,767 12,904,623 LAS VEGAS NV UNIVERSITY MALL 115,079 1,009,902 809,401 115,079 1,819,303 1,934,382 CANTON NY CORTLANDVILLE 236,846 1,439,000 430,013 236,846 1,869,013 2,105,859 CORTLAND NY KMART PLAZA 942,257 3,769,027 246,904 942,257 4,015,931 4,958,188 DEWITT NY D & F PLAZA 730,512 2,156,542 1,518,651 730,512 3,675,193 4,405,705 DUNKIRK NY SHOPPING CENTER - ELMIRA 110,116 891,205 110,116 891,205 1,001,321 ELMIRA NY PYRAMID MALL 2,175,221 8,700,884 130,112 2,175,221 8,830,996 11,006,217 GENEVA NY SHOPPING CENTER - 139,429 524,517 104,564 139,429 629,081 768,510 GLOVERSVILLE GLOVERSVILLE NY
NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1998
COLUMN A COLUMN B COLUMN F COLUMN G COLUMN H COLUMN I -------- -------- -------- -------- -------- -------- Life on Which Depreciated in Latest Accumulated Date of Date Income Description Encumbrances Depreciation Construction Acquired Statement ----------- ------------ ------------ ------------ -------- --------- Shopping Centers ************************ HAMILTON PLAZA 575,638 1972 May 94 40 Years HAMILTON NJ BENNETTS MILLS PLAZA 690,887 1988 Sep 94 40 Years JACKSON NJ MIDDLETOWN PLAZA 1,975,246 1972 Jan 75 40 Years MIDDLETOWN NJ TINTON FALLS PLAZA 138,896 1953 Jan 98 40 Years TINTON FALLS NJ RENAISSANCE CENTER EAST 582,999 1981 Oct 96 40 Years LAS VEGAS NV UNIVERSITY MALL 978,278 1967 Jan 76 40 Years CANTON NY CORTLANDVILLE 489,930 1984 Aug 87 35 Years CORTLAND NY KMART PLAZA 533,698 1970 Aug 93 40 Years DEWITT NY D & F PLAZA 1,095,552 1967 Jan 86 40 Years DUNKIRK NY SHOPPING CENTER - ELMIRA 220,017 1976 Feb 89 40 Years ELMIRA NY PYRAMID MALL 1,189,643 1973 Aug 93 40 Years GENEVA NY SHOPPING CENTER - 154,687 1974 Dec 88 40 Years GLOVERSVILLE GLOVERSVILLE NY
F-32 78 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ********************* MCKINLEY PLAZA 1,246,680 4,986,720 123,938 1,246,680 5,110,658 6,357,338 HAMBURG NY CAYUGA PLAZA 1,397,708 5,591,832 504,127 1,397,708 6,095,959 7,493,667 ITHACA NY SHOPS @ SENECA MALL 1,545,838 6,183,353 608,752 1,545,838 6,792,105 8,337,943 LIVERPOOL NY TRANSIT ROAD PLAZA 424,634 1,698,537 411,938 424,634 2,110,475 2,535,109 LOCKPORT NY SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 400,000 2,326,024 2,726,024 MARCY NY WALLKILL PLAZA 18,221,501 2,445,200 8,580,800 148,852 2,445,200 8,729,652 11,174,852 MIDDLETOWN NY MONROE SHOPRITE PLAZA 1,026,477 8,642,364 80,406 1,026,477 8,722,770 9,749,247 MONROE NY ROCKLAND PLAZA 3,990,842 3,570,410 5,249,876 3,990,842 8,820,286 12,811,128 NANUET NY SOUTH PLAZA 508,013 1,051,638 1,583,556 508,013 2,635,194 3,143,207 NORWICH NY WESTGATE PLAZA - ONEONTA 142,821 1,192,103 272,942 142,821 1,465,045 1,607,866 ONEONTA NY OSWEGO PLAZA 250,000 1,168,027 2,577,573 250,000 3,745,600 3,995,600 OSWEGO NY MOHAWK ACRES 241,606 1,268,890 1,547,899 241,606 2,816,789 3,058,395 ROME NY
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 ----------- ------------ ------------ -------- --------- Shopping Centers ********************* MCKINLEY PLAZA 894,323 1991 Jun 92 40 Years HAMBURG NY CAYUGA PLAZA 1,465,270 1969 May 89 40 Years ITHACA NY SHOPS @ SENECA MALL 879,664 1971 Aug 93 40 Years LIVERPOOL NY TRANSIT ROAD PLAZA 271,560 1971 Aug 93 40 Years LOCKPORT NY SHOPPING CENTER - MARCY 839,627 1971 May 86 35 Years MARCY NY WALLKILL PLAZA 648,691 1986 Dec 95 40 Years MIDDLETOWN NY MONROE SHOPRITE PLAZA 262,739 1972 Aug 97 40 Years MONROE NY ROCKLAND PLAZA 3,577,574 1963 Jan 83 40 Years NANUET NY SOUTH PLAZA 1,118,274 1967 Apr 83 40 Years NORWICH NY WESTGATE PLAZA - ONEONTA 585,660 1967 Jan 84 40 Years ONEONTA NY OSWEGO PLAZA 1,476,969 1966 Jan 77 40 Years OSWEGO NY MOHAWK ACRES 943,306 1965 Feb 84 40 Years ROME NY
F-33 79 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ************************ MONTGOMERY WARD 93,341 483,405 231,437 93,341 714,842 808,183 ROME NY PRICE CHOPPER PLAZA 933,792 3,735,170 933,792 3,735,170 4,668,962 ROME NY WESTGATE MANOR 211,711 391,982 816,709 211,711 1,208,691 1,420,402 PLAZA - ROME ROME NY NORTHLAND 16,182 255,557 823,737 16,182 1,079,294 1,095,476 WATERTOWN NY HARBOR PLAZA 388,997 1,456,108 253,099 388,997 1,709,207 2,098,204 ASHTABULA OH BELPRE PLAZA 2,066,121 140,189 2,206,310 2,206,310 BELPRE OH SOUTHWOOD PLAZA 707,073 1,537,519 879,270 707,073 2,416,789 3,123,862 BOWLING GREEN OH BRENTWOOD PLAZA 2,027,969 8,222,875 630,901 2,027,969 8,853,776 10,881,745 CINCINNATI OH DELHI SHOPPING CENTER 2,300,029 9,218,117 23,207 2,300,029 9,241,324 11,541,353 CINCINNATI OH WESTERN VILLAGE 1,321,484 5,300,935 117,335 1,321,484 5,418,270 6,739,754 SHOPPING CENTER CINCINNATI OH CROWN POINT 7,823,966 2,881,681 7,958,319 8,564 2,881,681 7,966,883 10,848,564 SHOPPING CENTER COLUMBUS OH SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,564,282 4,737,368 11,201,225 15,938,593 DAYTON OH
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 ----------- ------------ ------------ -------- --------- Shopping Centers ************************ MONTGOMERY WARD 280,465 1965 Jan 84 40 Years ROME NY PRICE CHOPPER PLAZA 502,252 1988 Aug 93 40 Years ROME NY WESTGATE MANOR 296,138 1961 Jan 86 40 Years PLAZA - ROME ROME NY NORTHLAND 350,633 1962 Jan 73 40 Years WATERTOWN NY HARBOR PLAZA 357,743 1988 Feb 91 40 Years ASHTABULA OH BELPRE PLAZA 624,217 1969 Jun 88 40 Years BELPRE OH SOUTHWOOD PLAZA 789,527 1961 May 90 40 Years BOWLING GREEN OH BRENTWOOD PLAZA 986,748 1957 May 94 40 Years CINCINNATI OH DELHI SHOPPING CENTER 586,777 1973,85,87 May 96 40 Years CINCINNATI OH WESTERN VILLAGE 626,669 1960 May 94 40 Years SHOPPING CENTER CINCINNATI OH CROWN POINT 132,833 1980-85,97 July 98 40 Years SHOPPING CENTER COLUMBUS OH SOUTH TOWNE CENTRE 2,061,034 1972 Mar 92 40 Years DAYTON OH
F-34 80 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ***************************** HERITAGE SQUARE 1,749,182 7,011,927 59,707 1,749,182 7,071,634 8,820,816 DOVER OH MIDWAY CROSSING 1,944,200 7,776,800 179,675 1,944,200 7,956,475 9,900,675 ELYRIA OH FAIRFIELD MALL 1,287,649 1,685,919 101,962 1,287,649 1,787,881 3,075,530 FAIRFIELD OH SILVER BRIDGE PLAZA 919,022 3,197,673 1,490,228 919,022 4,687,901 5,606,923 GALLIPOLIS OH SHOPPING CENTER - GENOA 96,001 1,016,349 96,001 1,016,349 1,112,350 GENOA OH PARKWAY PLAZA 950,667 2,069,921 466,216 950,667 2,536,137 3,486,804 MAUMEE OH NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 128,373 2,102,371 9,305,291 11,407,662 NEW BOSTON OH MARKET PLACE 597,923 3,738,164 403,895 597,923 4,142,059 4,739,982 PIQUA OH BRICE PARK 5,136,931 4,854,414 10,204,698 5,545 4,854,414 10,210,243 15,064,657 SHOPPING CENTER REYNOLDSBURG OH CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 381,861 1,046,480 2,151,068 3,197,548 TOLEDO OH GREENTREE SHOPPING CENTER 6,732,454 3,379,200 6,860,800 3,379,200 6,860,800 10,240,000 UPPER ARLINGTON OH
NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1998
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 ----------- ------------ ------------ -------- --------- Shopping Centers ***************************** HERITAGE SQUARE 988,601 1959 Aug 93 40 Years DOVER OH MIDWAY CROSSING 585,046 1986 Dec 95 40 Years ELYRIA OH FAIRFIELD MALL 393,357 1978 May 90 40 Years FAIRFIELD OH SILVER BRIDGE PLAZA 1,826,085 1972 Dec 86 40 Years GALLIPOLIS OH SHOPPING CENTER - GENOA 198,155 1987 Mar 91 40 Years GENOA OH PARKWAY PLAZA 572,411 1955 Sep 89 40 Years MAUMEE OH NEW BOSTON SHOPPING CENTER 1,363,313 1991 Feb 93 40 Years NEW BOSTON OH MARKET PLACE 857,770 1972 Nov 91 40 Years PIQUA OH BRICE PARK 181,170 1989-92 Mar 98 40 Years SHOPPING CENTER REYNOLDSBURG OH CENTRAL AVE MARKET PLACE 435,396 1968 Aug 90 40 Years TOLEDO OH GREENTREE SHOPPING CENTER 114,347 1974,80,91 Jul 98 40 Years UPPER ARLINGTON OH
F-35 81 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ***************************** BETHEL PARK PLAZA 868,039 9,933,094 888,266 868,039 10,821,360 11,689,399 BETHEL PARK PA DILLSBURG SHOPPING CENTER 1,166,376 4,665,505 1,166,376 4,665,505 5,831,881 DILLSBURG PA NEW GARDEN 912,130 3,161,495 (17,349) 912,130 3,144,146 4,056,276 SHOPPING 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 ST MARY'S PLAZA 977,711 3,910,842 136,029 977,711 4,046,871 5,024,582 ST MARY'S PA
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 ----------- ----------- ------------ -------- --------- Shopping Centers ***************************** BETHEL PARK PLAZA 451,976 1965 May 97 40 Years BETHEL PARK PA DILLSBURG SHOPPING CENTER 257,523 1994 Oct 96 40 Years DILLSBURG PA NEW GARDEN 130,651 1979 Apr 97 40 Years SHOPPING CENTER KENNETT SQUARE PA STONEMILL PLAZA 708,715 1988 Jan 94 40 Years LANCASTER PA CROSSROADS PLAZA 347,696 1975 Nov 88 40 Years MT. PLEASANT PA ACME MARKET 13,094 1980 Aug 98 40 Years PHILADELPHIA PA IVYRIDGE SHOPPING CENTER 527,067 1963 Aug 95 40 Years PHILADELPHIA PA ROOSEVELT MALL ANNEX 620,436 1958 Apr 74 40 Years PHILADELPHIA PA ROOSEVELT MALL NE 4,811,010 1964 Jan 64 40 Years PHILADELPHIA PA STRAWBRIDGE'S 3,923,050 1964 Jan 64 35 Years PHILADELPHIA PA ST MARY'S PLAZA 427,073 1970 Dec 94 40 Years ST MARY'S PA
F-36 82 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ***************************** NORTHLAND CENTER 1,198,947 4,824,500 77,156 1,198,947 4,901,656 6,100,603 STATE COLLEGE PA HAMPTON SQUARE 1,214,400 2,465,600 1,214,400 2,465,600 3,680,000 SHOPPING 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 CONGRESS CROSSING 1,098,351 6,747,013 84,281 1,098,351 6,831,294 7,929,645 ATHENS TN WEST TOWNE SQUARE SHOPPING 529,103 3,880,088 1,023,701 529,103 4,903,789 5,432,892 CENTER ELIZABETHTON TN GREENEVILLE COMMONS 1,075,200 7,884,800 23,156 1,075,200 7,907,956 8,983,156 GREENVILLE TN KINGS GIANT 2,500,633 268,686 2,769,319 2,769,319 SHOPPING CENTER KINGSPORT TN GEORGETOWN SQUARE 1,166,924 4,674,698 208,425 1,166,924 4,883,123 6,050,047 MURFREESBORO TN SHOPPING CENTER - COLONIAL 290,000 792,441 290,000 792,441 1,082,441 HTS COLONIAL HEIGHTS VA
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 ----------- ------------ ------------ -------- --------- Shopping Centers ***************************** NORTHLAND CENTER 871,611 1988 Jun 92 40 Years STATE COLLEGE PA HAMPTON SQUARE 2,568 1980 Dec 98 40 Years SHOPPING CENTER UPPER SO HAMPTON PA SHOPS AT PROSPECT 268,635 1994 Jul 95 40 Years WEST HEMPFIELD PA YORK MARKETPLACE 1,251,345 1955 May 95 40 Years YORK PA CONGRESS CROSSING 1,184,081 1990 Mar 92 40 Years ATHENS TN WEST TOWNE SQUARE SHOPPING 64,720 1970,1998 Jun 98 40 Years CENTER ELIZABETHTON TN GREENEVILLE COMMONS 1,360,474 1990 Mar 92 40 Years GREENVILLE TN KINGS GIANT 471,817 1970 Sep 92 40 Years SHOPPING CENTER KINGSPORT TN GEORGETOWN SQUARE 751,655 1986 Sep 93 40 Years MURFREESBORO TN SHOPPING CENTER - COLONIAL 286,789 1972 May 86 35 Years HTS COLONIAL HEIGHTS VA
F-37 83 NEW PLAN REALTY TRUST 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 Gross Amount at Which Carried at the Initial Cost to Company to Close of the Period Acquisition Building & Building & Description Encumbrances Land Improvements Improvements Land Improvements Total ----------- ------------ ---- ------------ ------------ ---- ------------ ----- Shopping Centers ***************************** HANOVER SQUARE 1,778,701 7,114,805 210,309 1,778,701 7,325,114 9,103,815 SHOPPING CENTER MECHANICSVILLE VA VICTORIAN SQUARE 3,548,432 14,208,727 115,710 3,548,432 14,324,437 17,872,869 MIDLOTHIAN VA CAVE SPRING CORNERS SHOPPING 1,064,298 4,257,792 3,720 1,064,298 4,261,512 5,325,810 CENTER ROANOKE VA HUNTING HILLS 4,294,817 1,897,007 6,010,376 1,897,007 6,010,376 7,907,383 SHOPPING CENTER ROANOKE 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 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
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 ----------- ------------ ------------ -------- --------- Shopping Centers ***************************** HANOVER SQUARE 1,178,757 1991 Jan 93 40 Years SHOPPING CENTER MECHANICSVILLE VA VICTORIAN SQUARE 1,723,386 1991 Mar 94 40 Years MIDLOTHIAN VA CAVE SPRING CORNERS SHOPPING 163,978 1969 Jun 97 40 Years CENTER ROANOKE VA HUNTING HILLS 106,434 1989 Apr 98 40 Years SHOPPING CENTER ROANOKE VA SHOPPING CENTER - 518,486 1970 May 86 35 Years SPOTSYLVANIA SPOTSYLVANIA VA LAKE DRIVE PLAZA 82,183 1976 Feb 98 40 Years VINTON VA RIDGEVIEW CENTRE 798,906 1990 Jul 92 40 Years WISE VA MOUNDSVILLE PLAZA 996,381 1961 Dec 88 40 Years MOUNDSVILLE WV GRAND CENTRAL PLAZA 1,181,169 1986 Jun 88 40 Years PARKERSBURG WV KMART PLAZA 398,332 1975 Feb 93 40 Years VIENNA WV
F-38 84 NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D -------- -------- -------- -------- Cost Capitalized Subsequent Initial Cost to Company to Acquisition Building & Description Encumbrances Land Improvements Improvements ============== ============ ============== ============= Vacant Land ***************************** ROXBURY TOWNSHIP NJ 262,878 13,338 ROSBURY NJ 1 NORTH CENTRAL AVENUE 18,235 HARTSDALE NY $116,913,454 $281,352,469 $1,049,903,392 $160,298,596 ============== ============ ============== =============
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I -------- -------- -------- -------- -------- -------- Gross Amount at Which Carried at the Close of the Period Life on Which Depreciated in Latest Building & Accumulated Date of Date Income Description Land Improvements Total Depreciation Construction Acquired Statement ============ ================ ============= ============= ============ ======== ========= Vacant Land ***************************** ROXBURY TOWNSHIP NJ 262,878 13,338 276,216 1998 Dec 97 ROSBURY NJ 1 NORTH CENTRAL AVENUE 18,235 18,235 Jul 72 HARTSDALE NY $281,352,469 $1,210,201,988 $1,491,554,457 $151,188,978 ============ ================ ============== =============
F-39 85 NEW PLAN REALTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION (Amounts in Thousands) SCHEDULE III (continued) Reconciliation of Real Estate and Accumulated Depreciation
December 31, 1998 July 31, 1998 July 31, 1997 ----------------- ------------- ------------- INVESTMENT IN REAL ESTATE Balance at beginning of period $ 1,452,738 $ 1,277,775 $ 977,942 Additions during the period: Land 9,216 39,281 58,502 Buildings and improvements 29,640 135,682 246,888 --------- --------- ---------- 1,491,594 1,452,738 1,283,332 Less: Costs of assets sold and written off 40 -- 5,557 --------- --------- --------- $1,491,554 $1,452,738 $1,277,775 ========== ========== ========== ACCUMULATED DEPRECIATION Balance at beginning of period $ 136,978 $ 105,866 $ 82,523 Additions charged to operating expenses 14,211 31,112 24,620 ------- ------- ------- 151,189 136,978 107,143 Less: Accumulated depreciation on assets sold and written-off -- -- 1,277 ------- -------- ------- Balance at end of period $ 151,189 $ 136,978 $ 105,866 ========= ========= =========
F-40 86 NEW PLAN REALTY TRUST AND SUBSIDIARIES MORTGAGE LOANS AND NOTES RECEIVABLE ON REAL ESTATE (Amounts in Thousands) SCHEDULE IV December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - -------- -------- -------- -------- -------- Final Face Interest Maturity Periodic Description Rate Date Payment Terms Prior Liens - ----------- ---- ---- ------------- ----------- 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 collateralized by a shopping center in month for 17 months, Whitesboro, NY balance at maturity 9.38% 7/31/1999 Leasehold mortgage, collateralized by Interest and principal a tenant lease payable monthly 11.5% 4/30/2004 Leasehold mortgage, collateralized by Interest and principal a tenant lease payable monthly 12% 5/1/2008 Interest payable monthly, Purchase money first mortgage, balance at maturity collateralized by a shopping center in Harrisonburg, VA 9% 7/22/2000 Purchase money first mortgage, Interest payable quarterly collateralized by a shopping center in and principal payable at New Bern, NC maturity 7.2% 5/9/2001 Purchase money first mortgage Interest payable monthly collateralized by shopping center in and principal payable at Hanover, PA maturity 8.75% 7/23/2001 Leasehold mortgage collateralized by a Interest and principal tenant lease payable monthly 10% 5/31/2008
COLUMN A COLUMN F COLUMN G - -------- -------- -------- Face Carrying Amount of Amount of Description 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 794 149 Harrisonburg, VA 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-41 87 NEW PLAN REALTY TRUST AND SUBSIDIARIES MORTGAGE LOANS AND NOTES RECEIVABLE 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-42 88 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By: /s/ Arnold Laubich ----------------------- Arnold Laubich Chief Executive Officer Dated: March 29, 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 29, 1999 - ------------------------ William Newman /s/ Arnold Laubich Chief Executive Officer March 29, 1999 - ------------------------ and Trustee Arnold Laubich /s/ Gary B. Sabin President and Trustee March 29, 1999 - ------------------------ Gary B. Sabin /s/ James M. Steuterman Executive Vice President, March 29, 1999 - ------------------------ Co-Chief Operating Officer James M. Steuterman and Trustee /s/ Richard B. Muir Executive Vice President, March 29, 1999 - ------------------------ Co-Chief Operating Officer Richard B. Muir and Trustee /s/ Jeffrey D. Egertson Chief Financial Officer, Chief March 29, 1999 - ------------------------ Accounting Officer and Jeffrey D. Egertson Senior Vice President /s/ Dean Bernstein Senior Vice President--Finance March 29, 1999 - ------------------------ and Multifamily and Trustee Dean Bernstein /s/ Raymond A. Bottorf Trustee March 29, 1999 - ------------------------ Raymond A. Bottorf /s/ Norman Gold Trustee March 29, 1999 - ------------------------ Norman Gold 89 /s/ BOYD A. LINDQUIST - ------------------------ Trustee March 29, 1999 Boyd A. Lindquist /s/ MELVIN NEWMAN - ------------------------ Trustee March 29, 1999 Melvin Newman /s/ ROBERT E. PARSONS, JR. - ------------------------ Trustee March 29, 1999 Robert E. Parsons, Jr. /s/ BRUCE A. STALLER - ------------------------ Trustee March 29, 1999 Bruce A. Staller /s/ JOHN WETZLER - ----------------------- Trustee March 29, 1999 John Wetzler /s/ GREGORY WHITE - ----------------------- Trustee March 29, 1999 Gregory White /s/ JOHN H. WILMOT - ----------------------- Trustee March 29, 1999 John H. Wilmot 90 EXHIBIT INDEX Exhibit No. Description *3.1 Amended and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 filed as Exhibit 99.3 to the Registrant's Form 8-K dated May 24, 1996. *3.2 Certificate of Amendment of Amended and Restated Declaration of Trust of New Plan Realty Trust dated September 25, 1998 filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *4.1 Specimen Certificate for Shares of Beneficial Interest filed as Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended July 31, 1997. *4.2 Certificate of Designation Supplementing the Amended and Restated Declaration of Trust of New Plan Realty Trust filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 2, 1997. *10.1 Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of November 21, 1997, filed as Exhibit 10.26 to the Form 10-K of New Plan Excel Realty Trust, Inc. for the fiscal year ended December 31, 1998. *10.2 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 Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.3 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 Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.4 Assumption and Substitution Agreement dated as of September 28, 1998 by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, filed as Exhibit 10.4 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. 10.5 Guaranty, dated September 28, 1998, by New Plan Realty Trust. *10.6 Unconditional Guaranty of Payment and Performance dated as of September 28, 1998 by and between New Plan Realty Trust and BankBoston N.A. filed as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.7 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995, filed as Exhibit 4.2 to Registration Statement No. 33-60045. 91 *10.8 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.9 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.10 Agreement and Plan of Merger, dated May 14, 1998, as amended as of August 7, 1998, among Excel Realty Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty Trust filed as Exhibit 2.1 to the Registrant's Form 8-K dated October 13, 1998. *10.11 Senior Securities Indenture among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, as guarantor, and State Street Bank and Trust Company, as Trustee, dated as of February 3, 1999 filed as Exhibit 4.1 to the Current Report on Form 8-K of New Plan Excel Realty Trust, Inc. dated February 3, 1999. *10.12 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit 4.1 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.13 New Plan Realty Trust 1991 Stock Option Plan, as amended, filed as Exhibit 4.2 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.14 Amended and Restated New Plan Realty Trust 1985 Incentive Stock Option Plan filed as Exhibit 4.3 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.15 New Plan Realty Trust March 1991 Stock Option Plan and Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. 12 Ratio of Earnings to Fixed Charges. 21 Subsidiaries of the Registrant. 23 Consent of PricewaterhouseCoopers LLP. 27(1) Financial Data Schedule. 99.1 "Risk Factors" contained in New Plan Excel Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. - ------------------------------ *Incorporated herein by reference as above indicated. (1) Filed as exhibit to electronic filing only. EX-10.5 2 GUARANTY DATED 9/28/1998 1 Ex. 10.5 GUARANTY September 28, 1998 FOR VALUE RECEIVED, and in consideration of loans made or to be made or credit otherwise extended or to be extended to or for the account of NEW PLAN EXCEL REALTY TRUST, INC. (the "Borrower") by the Lenders (hereinafter defined) under the Credit Agreement (hereinafter defined) and for other good and valuable consideration and to induce the Lenders to make the loans or extensions of credit provided for in the Credit Agreement the undersigned, its successors and assigns, hereby agrees as follows: 1. Defined Terms. Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The following terms shall have the following meanings: "Agent": The Bank of New York and its successors and assigns. "Assumption and Substitution Agreement": That certain Assumption and Substitution Agreement of even date herewith among the Borrower, the Agent, the Lenders and New Plan. "Credit Agreement": that certain Credit Agreement, dated November 21, 1997 among, the Agent, New Plan and the Lenders who are parties thereto as the same has been amended and may hereafter be amended. "New Plan" New Plan Realty Trust, the borrower under the Credit Agreement prior to the effectiveness of the Assumption and Substitution Agreement, and the guarantor hereunder. 2. Guaranty. The undersigned, its successors and assigns, guarantees to the Agent, for the benefit of the Lenders, the prompt payment when due of all present and future obligations and liabilities, whether deemed principal, interest, additional interest, fees, 2 expenses or otherwise, of the Borrower to the Lender, including, without limitation, all obligations under (i) the Credit Agreement, (ii) the Notes and (iii) all other Loan Documents (all of which are herein collectively referred to as the "Obligations"), irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence of such collateral. 3. Representations and Warranties. The undersigned hereby represents and warrants to the Agent and the Lenders that: (a) Organization. The undersigned (i) is duly organized and validly existing Massachusetts business trust in good standing under the laws of the Commonwealth of Massachusetts, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and (iii) is duly qualified and in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualification, except where the failure to qualify could not reasonably be expected to have a Material Adverse Effect. (b) Power and Authority. The undersigned has the legal power to execute, deliver and perform the terms and provisions of this Guaranty and has taken all necessary action to authorize the execution, delivery and performance by it of this Guaranty. The undersigned has duly executed and delivered this Guaranty and the Guaranty constitutes the legal, valid and binding obligations of the undersigned and is enforceable in accordance with its terms, provided that, the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally. (c) Consents and Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the date hereof), or exemption by, any governmental body is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by the undersigned, or (ii) the legality, validity, binding effect or enforceability of this Guaranty. (d) Solvency. The undersigned is not insolvent (as such term is defined in Section 101(32) of the Bankruptcy Code of 1978, as amended) and will not be rendered insolvent (as such term is defined in Section 101(32) of the Bankruptcy Code of 1978, as amended) by execution of this Guaranty or consummation of the transaction contemplated thereby. 3 (e) No Offsets. The undersigned has no offsets, defenses or counterclaims to the enforcement of this Guaranty. 4. Other Provisions. (a) Continuing Guaranty. This is a continuing guaranty and shall remain in full force and effect and be binding upon the undersigned, and the undersigned's successors and assigns. Nothing except cash payment in full of all Obligations shall release the undersigned from liability under this Guaranty. This Guaranty is a guaranty of payment and not of collection, and neither the Agent nor any Lender shall be under no obligation to take any action against Borrower or any other person liable with respect to any of the Obligations or resort to any collateral security held by it to secure any of the Obligations as a condition precedent to the undersigned being obligated to perform as agreed herein. (b) Acknowledgment. The undersigned hereby acknowledges that it has derived or expects to derive a financial or other advantage from each and every Obligation incurred by Borrower to the Lender. (c) Subrogation. Until such time as the Lender shall have received payment in full in cash in satisfaction of all of the Obligations, the undersigned waives any rights to be subrogated to the rights of the Lender with respect to the Obligations and the undersigned waives any right to and agrees that it will not institute or take any action against the Borrower seeking contribution, reimbursement or indemnification by the Borrower with respect to any payments made by the undersigned to the Lender hereunder. (d) Waivers. The undersigned waives notice of the acceptance of this Guaranty and of the making of any such loans or extensions of credit, presentment to or demand of payment from anyone whomsoever liable upon any of the Obligations, protest, notice of presentment, non-payment or protest and notice of any sale of collateral security or any default of any sort. The undersigned hereby agrees that, in the event that any property of the undersigned is or may be hypothecated with property of Borrower as security for any Obligations, any right of the undersigned to have such property of Borrower first applied to the discharge of such Obligations is hereby irrevocably waived by the undersigned. The undersigned waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations or of the reliance by Agent or the Lenders upon this Guaranty. The Obligations, and each of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute and unconditional guaranty without regard to 4 the validity, regularity or enforceability of the Obligations and any other indebtedness at any time held or owing by the Agent and the Lenders to or for the credit or the account of the undersigned against and on account of the Obligations and liabilities of the undersigned hereunder. The undersigned hereby waives any and all legal requirements that require or compel the Agent and the Lenders to institute any action or proceedings at law or in equity against Borrower, or anyone else, in respect of the Loans or any other document executed in connection with the Loans or resort to or seek to realize upon or exhaust the security held by the Agent or the Lenders or pursue any other remedy in the Agent's or the Lenders' power, as a condition precedent to bringing an action against the undersigned upon this Guaranty, and failure of the Agent or the Lenders to do any of the foregoing shall not exonerate, release or discharge the undersigned from its absolute, unconditional and independent liabilities to the Agent and the Lenders hereunder. The undersigned hereby waives any rights to interpose any defense (other than the defense of payment), counterclaim (other than counterclaims which are required by law to be brought as part of the proceedings brought by the holder hereof) or offset of any nature and description which it may have or which may exist between and among the Agent, any Lender, Borrower and/or the undersigned and any right to plead any election of remedies. (e) Rights of the Agent and the Lenders. The Agent, on behalf of the Lenders, may bring and prosecute a separate action against the undersigned to enforce its liabilities hereunder, whether or not any action is brought against Borrower or any other person and whether or not Borrower or any other person is joined in any such action or actions. Nothing shall prohibit the Agent from exercising its rights against the undersigned, the Borrower, the security, if any, for the Obligations, and any other person simultaneously, jointly and/or severally. The undersigned shall be bound by each and every ruling, order and judgment obtained by the Agent against Borrower in respect of the Obligations, whether or not the undersigned is a party to the action or proceeding in which such ruling, order or judgment is issued or rendered. (f) No Discharge. The undersigned shall not be discharged, released or exonerated, in any way, from its absolute, unconditional and independent liabilities hereunder, even though any rights or defenses which the undersigned may have against Borrower, the Lender or others may be destroyed, diminished or otherwise affected by: (i) Any declaration by the Agent or the Lenders of a default in respect of any of the Obligations; (ii) The exercise by the Agent or any Lender of any rights or remedies against Borrower or any other person; 5 (iii) The failure of the Agent or the Lenders to exercise any rights or remedies against Borrower or any other person; (iv) The sale or enforcement of, or realization upon (through judicial foreclosure, power of sale or any other means) any security for any of the Obligations, even though (i) recourse may not thereafter be had against Borrower for any deficiency, or (ii) the failure of the Agent or any Lender to pursue any such recourse which might otherwise be available; whether by way of deficiency judgment following judicial foreclosure, or otherwise; (v) Any bankruptcy or reorganization of Borrower; (vi) The release of any other guarantor by operation of law or otherwise; or (vii) The voluntary or involuntary participation by Borrower in any settlement or composition for the benefit of Borrower's creditors either in liquidation, readjustment, receivership, bankruptcy or otherwise. (g) Unconditional Nature of Guaranty. This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein otherwise expressly provided. No modification or amendment of any provisions of this Guaranty shall be effective unless in writing and signed by a duly authorized officer of the Agent. (h) Preservation of Rights. No failure on the part of the Agent or any Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Agent or the Lenders of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy and power hereby granted to the Agent and the Lenders or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Agent and Lenders at any time and from time to time. 5. Notices. All notices and other communications provided for hereunder to a party hereto shall be in writing (including telecopier) and mailed, telecopied or delivered to such party, at the following address or at such other address as shall be designated by such party in a written notice to the other parties hereto: 6 if to the undersigned: New Plan Realty Trust 1120 Avenue of the Americas New York, New York 10036 Attention: Dean Bernstein Vice President Telephone: (212) 869-3000 Telecopier: (212) 302-4776 with a copy to: New Plan Realty Trust 1120 Avenue of the Americas New York, New York 10036 Attention: Steven F. Siegel, Esq., Telephone: (212) 869-3000 Telecopy: (212) 302-4776 and an additional copy to: Hofheimer Gartlir & Gross, LLP 633 Third Avenue New York, New York 10017 Attention: Donald M. Weisberg, Esq. Telephone: (212) 818-9000 Telecopy: (212) 661-3132 if to the Agent: The Bank of New York One Wall Street Agency Function Administration 18th floor New York, New York Attention: William Fahey Vice President Agency Function Administrator Telephone: (212) 635-4690 Telecopy: (212) 635-6365 or 6366 or 6367 7 with a copy to: The Bank of New York One Wall Street - 21st Floor New York, New York 10286 Attention: Andrea Stuart Vice President Telephone: (212) 635-4672 Telecopier: (212) 635-7904 All such notices and communications shall, (i) when telecopied be effective when sent, (ii) when mailed by first class mail, postage prepaid, be effective on the fifth (5th) day following deposit in the mails, and (iii) when sent or delivered by any other means be effective when received. The undersigned and the Agent may rely on signatures of each other which are transmitted by telecopier or other electronic means as fully as if originally signed. 6. Jurisdiction; Venue. The undersigned irrevocably submits to the jurisdiction of any New York State or Federal court sitting in the City or State of New York over any suit, action or proceeding arising out of or relating to this Guaranty. The undersigned hereby agrees that Agent shall have the option, in its sole discretion, to lay the venue of any such suit, action or proceeding, in the courts of the State of New York or the United States of America for the Southern District of New York, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The undersigned agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the undersigned. 7. Waiver of Trial by Jury. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, THE CREDIT AGREEMENT OR ANY LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. FURTHER, THE UNDERSIGNED HEREBY CERTIFIES THAT NO 8 REPRESENTATIVE OF THE AGENT OR ANY LENDER, OR COUNSEL TO THE AGENT OR ANY LENDER, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS PROVISION. THE PROVISIONS OF THIS PARAGRAPH CONSTITUTE A MATERIAL INDUCEMENT TO THE AGENT AND THE LENDERS TO ACCEPT THIS GUARANTY. 8. Governing Law. This Guaranty and the rights and obligations of the parties hereunder shall be construed, enforced, and interpreted according to the laws of the State of New York applicable to contracts made in and performed in the State of New York. Unless the text otherwise requires all terms used herein shall have the meaning specified in the Uniform Commercial Code as in effect in the State of New York on the date hereof. 9. Trust Limitation. This Guaranty has been negotiated, executed and delivered on behalf of the undersigned by the trustees or officers thereof in their representative capacity under the Declaration of Trust, and not individually, and bind only the trust estate of the undersigned, and no trustee, officer, employee, agent or shareholder of the undersigned shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and undertakings of the undersigned hereunder, and any person or entity dealing with the undersigned in connection therewith shall look only to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking thereunder. The Agent and each Lender hereby acknowledge and agree that each agreement and other document executed by the undersigned in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provision. IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of the date first above written. NEW PLAN REALTY TRUST By: /s/ Dean Bernstein ---------------------- Name: Dean Bernstein Title: Vice President EX-12 3 RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12 RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS The following table sets forth the ratio of earnings to fixed charges and preferred stock dividend requirements for the periods indicated: Five Months Ended Years Ended July 31, December 31, - ---------------------------------------------- 1995 1996 1997 1998 1998 ---- ---- ---- ---- ---- 8.1 4.9 3.5 3.0 3.1 For purposes of computing these ratios, earnings have been calculated by adding fixed charges (excluding capitalized interest and preferred stock dividends) to income before extraordinary items. Fixed charges consist of interest costs, whether expensed or capitalized, preferred stock dividend requirements, the interest component of rental expense, if any, and amortization of debt discounts and issue costs, whether expensed or capitalized. CALCULATION OF COMBINED RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS FIVE MONTHS ENDED DECEMBER 31, 1998 (DOLLAR AMOUNTS IN THOUSANDS)
EARNINGS: Net income $ 40,877 Interest expense (including amortization of debt discount and issuing costs) 17,436 Other adjustments 477 -------- $ 58,790 ======== FIXED CHARGES: Interest expense (including amortization of debt discount and issuing costs) $ 17,436 Capitalized interest 159 Preferred stock dividends 975 Other adjustments 136 -------- $ 18,706 ======== RATIO OF EARNINGS TO FIXED CHARGES 3.1
EX-21 4 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT New Plan Realty Trust, the Registrant New Plan Securities Corp., a New York corporation New Plan Realty of Alabama, Inc., an Alabama corporation Avion Service Corp., a Pennsylvania corporation New Plan Realty of Kingsport, Inc., a Tennessee corporation New Plan Factory Malls, Inc., a Delaware corporation New Plan of Tara, Inc., a Delaware corporation New Plan of Fashion Corners, Inc., a Delaware corporation New Plan Disbursing Corp., a Delaware corporation New Plan Realty of Louisiana, Inc., a Delaware corporation New Plan of Tennessee, Inc., a Delaware corporation New Plan Realty of Louisiana, L.P., a Delaware limited partnership New Plan of Waterford Place, L.P., a Delaware limited partnership New Plan of Tennessee, L.P., a Delaware limited partnership New Plan of New Garden, Inc., a Delaware corporation New Plan of New Jersey, Inc., a Delaware corporation New Plan of Tinton Falls, Inc., a Delaware corporation New Plan of Eastgreen, Inc., a Delaware corporation New Plan of Northgate, Inc., a Delaware corporation New Plan of Polo Run, Inc., a Delaware corporation EX-23 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statements of New Plan Realty Trust on Forms S-3 (File Nos. 333-15635, 033-61383, 033-53311 and 333-67511) and on Forms S-8 (File Nos. 33-57946, 33-59077 and 333-46041), of our report dated February 5, 1999, on our audits of the consolidated financial statements and financial statement schedules of New Plan Realty Trust and Subsidiaries, as of December 31, 1998 and July 31, 1998 and 1997 and for the five months ended December 31, 1998 and for each of the three years in the period ended July 31, 1998, which report is included in this Annual Report on Form 10-K. PricewaterhouseCoopers LLP New York, New York March 29, 1999 EX-27.1 6 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1998 DEC-31-1998 12,536 1,700 15,049 9,212 0 0 1,491,554 151,189 1,394,598 0 530,772 0 0 0 786,059 1,394,698 0 113,329 0 51,544 1,077 2,430 17,436 40,877 0 40,877 0 0 0 40,877 0 0
EX-99.1 7 RISK FACTORS 1 Ex. 99.1 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. 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 2 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. 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 3 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 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. 4 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 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 5 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 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 6 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. 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 7 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. 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 8 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. -----END PRIVACY-ENHANCED MESSAGE-----