-----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, Gb4oO/OreH6Wacu2N3MyRPQbbCIx3hQlsROIVqt7JdLLx8ITKSD0pgNfq0+xi1Mk aTU9pMoctd2fiCh1gdJuhQ== 0001104659-06-044371.txt : 20060629 0001104659-06-044371.hdr.sgml : 20060629 20060629111727 ACCESSION NUMBER: 0001104659-06-044371 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN EXCEL REALTY TRUST INC CENTRAL INDEX KEY: 0000798288 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330160389 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12244 FILM NUMBER: 06932199 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2128693000 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: EXCEL REALTY TRUST INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXCEL REALTY ADVISORS INC DATE OF NAME CHANGE: 19900514 FORMER COMPANY: FORMER CONFORMED NAME: INVESTORS REALTY TRUST INC DATE OF NAME CHANGE: 19890612 11-K 1 a06-14622_111k.htm ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS PLANS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

 

 

FORM 11-K

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

(Mark One)

x                              Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

 

For the fiscal year ended December 31, 2005

 

 

Or

 

 

o                           Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

 

For the transition period from ____________________ to ____________________

 

 

Commission file number 1-12244

 

 

A.            Full title of the plan and the address of the plan, if different from that of the issuer named below.

                New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.

New Plan Excel Realty Trust, Inc.

420 Lexington Avenue

New York, New York 10170

 

 







 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees

New Plan Excel Realty Trust, Inc.

Retirement and 401(k) Savings Plan

New York, New York

 

We have audited the accompanying statements of net assets available for benefits of New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan (the “Plan’) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005, in conformity with United States generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) at December 31, 2005, is presented for the purpose of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ The Schonbraun McCann Group, L.L.P.

Roseland, New Jersey

June 1, 2006

 

1




 

NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

December 31,

 

 

 

2005

 

2004

 

ASSETS

 

 

 

 

 

Investments (Notes 3 and 5)

 

 

 

 

 

AIM Real Estate

 

$

152,363

 

$

9,875

 

AIM Technology Fund A

 

275,839

 

 

American Balanced Fund

 

1,113,159

 

945,051

 

American Century Equity Income

 

1,648,273

 

1,639,673

 

American Century Small Cap Value

 

987,169

 

903,135

 

BlackRock Core Bonds

 

 

449,152

 

BlackRock Money Market

 

1,143,338

 

1,090,126

 

BlackRock Index Equity Class A

 

358,350

 

 

Bond Fund of America

 

417,112

 

 

Federated Max-Cap Index

 

 

350,397

 

Federated Mid-Cap Index

 

505,968

 

363,953

 

Fidelity Advisor Dividend Growth

 

168,455

 

104,809

 

Fidelity Advisor Diversified International

 

1,131,812

 

798,707

 

Fidelity Advisor Mid Cap

 

478,902

 

390,528

 

Growth Fund of America

 

1,029,874

 

729,820

 

Invesco Technology K

 

 

223,995

 

Janus Advisor Capital Appreciation

 

 

411,878

 

Janus Advisor Forty Fund

 

598,555

 

 

MFS New Discovery

 

339,957

 

308,652

 

New Plan Excel Realty Trust, Inc.

 

 

 

 

 

Common Stock

 

1,829,782

 

1,764,056

 

T. Rowe Equity Income R

 

1,025,774

 

 

T. Rowe Price Retirement 2010R

 

11,487

 

4,402

 

T. Rowe Price Retirement 2020R

 

67,891

 

24,405

 

T. Rowe Price Retirement 2030R

 

180,197

 

59,926

 

T. Rowe Price Retirement 2040R

 

22,871

 

1,089

 

Washington Mutual Investors

 

 

987,579

 

 

 

13,487,128

 

11,561,208

 

Cash

 

 

4

 

Receivables

 

 

 

 

 

Loans to participants

 

291,343

 

203,953

 

Contributions receivable:

 

 

 

 

 

Employee

 

42,803

 

74,335

 

Employer

 

65,182

 

86,865

 

 

 

13,886,456

 

11,926,365

 

LIABILITIES

 

 

 

 

 

Other Liabilities (Note 6)

 

103,214

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

13,783,242

 

$

11,926,365

 

The accompanying notes are an integral part of these financial statements.

 

2




NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2005

 

ADDITIONS

 

 

 

Earnings on investments

 

 

 

Gain (loss) on Investments (Note 3)

 

 

 

Realized gain

 

$

27,464

 

Unrealized gain (loss)

 

(50,838

)

Interest

 

16,273

 

Dividends (Note 5)

 

818,033

 

 

 

810,932

 

Contributions

 

 

 

Participants’

 

1,816,945

 

Employer’s

 

629,041

 

Rollover contributions

 

63,324

 

 

 

2,509,310

 

 

 

3,320,242

 

DEDUCTIONS

 

 

 

Deductions from net assets attributed to

 

 

 

Benefits paid to participants

 

1,334,484

 

Deemed distributions

 

25,662

 

Corrective distributions (Note 6)

 

103,214

 

Other expense

 

5

 

 

 

1,463,365

 

Net change in net assets available for benefits

 

1,856,877

 

Net assets available for benefits, beginning of year

 

11,926,365

 

Net assets available for benefits, end of year

 

$

13,783,242

 

 

The accompanying notes are an integral part of this financial statement.

 

3




 

NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005

1.            DESCRIPTION OF PLAN

The New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan (the “Plan”) became effective August 1, 1989, and was amended on April 1, 2002. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

a.                   General

The Plan is a participant directed, defined contribution plan, which covers substantially all employees as defined in the Plan agreement of New Plan Excel Realty Trust, Inc. (the “Company” or the “Employer”). Shares of common stock of New Plan Excel Realty Trust, Inc. are among the investment options offered to participants pursuant to the Plan.

b.                   Contributions

Pursuant to Internal Revenue Code Section 401(k), a participant of the Plan may elect to have up to 15%, or a flat dollar amount of his or her compensation, subject to limitations, contributed to the Plan. The participant’s compensation, otherwise payable in cash, is reduced to reflect such election.

The Employer may contribute to the Plan amounts determined by the Employer’s Board of Directors, a discretionary matching contribution equal to a uniform percentage of the amount of employee salary reduction.

The Plan also provides for rollover contributions by participants subject to limitations defined in the Plan agreement. Rollover contributions are comprised of contributions by new employees of benefits from other employee benefit plans.

c.                   Vesting

Participants are immediately vested in their 401(k) voluntary contributions and rollover contributions, plus actual earnings thereon. Vesting in the Employer basic contribution and earnings thereon occurs at the rate of 20% for each year of service, after the first year of service. A participant is 100% vested after five years of credited service.

 

4




 

NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005

1.            DESCRIPTION OF PLAN (Continued)

d.                   Termination of Participation

All participants leaving the Plan are paid on their vested portion, as of their termination date. Any non-vested portions of terminated participants’ account balances are considered forfeitures.

e.                   Forfeitures

Forfeitures by participants as defined in the Plan document will be used to reduce the Employer’s contributions to the Plan. Total forfeitures for 2005 and 2004 amounted to $28,163 and $49,394, respectively.

f.                     Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance.

The loan must:

(a)   bear a reasonable rate of interest, as determined by the Plan administrator,

(b)   be for a term of no more than five years or, if borrowed to purchase a principal residence,                a reasonable period,

(c)  be adequately secured, and

(d)   be repaid in level installments by payroll withholding, at least quarterly.

g.                    Payment of Benefits

On termination of services due to retirement, disability, or hardship a participant will receive a lump-sum amount equal to the vested interest in his or her account. On termination due to death, the full value of the account is payable to his or her beneficiary in a lump sum or if the Plan permits, in installment payments over any period that does not exceed the life expectancy of the beneficiary.

h.                    Administrative Fees

Administrative fees incurred by the Plan are paid by the Company.

 

5




 

NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005

2.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.            Basis of Accounting

The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA), as applied to defined contribution plans.

b.            Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

c.                                     Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Employer’s stock (see Note 5) is valued at its quoted market price. Participant notes receivable are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

d.             Payment of Benefits

Benefits are recorded when paid.

e.             Risk and Uncertainties

The Plan provides for various investment options and participants may invest in any combination of mutual funds and the Employer’s stock. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

 

6




 

NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005

3.             INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets at December 31:

 

 

2005

 

2004

 

American Balanced Fund

 

$

1,113,159

 

$

945,051

 

American Century Equity Income

 

1,648,273

 

1,639,673

 

American Century Small Cap Value

 

987,169

 

903,135

 

BlackRock Money Market

 

1,143,338

 

1,090,126

 

New Plan Excel Realty Trust, Inc. (see Note 5)

 

1,829,782

 

1,764,056

 

Washington Mutual Investors

 

 

987,579

 

Fidelity Advisor Diversified International

 

1,131,812

 

798,707

 

Growth Fund of America

 

1,029,874

 

729,820

 

T. Rowe Equity Income R

 

1,025,774

 

 

 

During the year ended December 31, 2005, the investments of the Plan appreciated in fair value as follows:

Realized Appreciation:

 

Proceeds

 

Aggregate
Cost

 

Realized
Gain (loss)

 

 

 

 

 

 

 

 

 

Mutual Fund Investments

 

$

5,148,393

 

$

5,111,382

 

$

37,011

 

New Plan Excel Realty Trust, Inc.

 

 

 

 

 

 

 

Common Stock

 

350,337

 

359,884

 

(9,547

)

 

 

$

5,498,730

 

$

5,471,266

 

$

27,464

 


(1)Aggregate cost was determined on a Revalued Cost basis.

 

Unrealized Appreciation:

 

Value at
1/1/05

 

Purchases
and sales

 

Increase
(Decrease)

 

Value at
12/31/05

 

Mutual fund Investments

 

$

9,797,152

 

$

1,678,234

 

$

181,960

 

$

11,657,346

 

New Plan Excel Realty Trust, Inc.

 

 

 

 

 

 

 

 

 

Common Stock

 

1,764,056

 

298,524

 

(232,798

)

1,829,782

 

 

 

$

11,561,208

 

$

1,976,758

 

$

(50,838

)

$

13,487,128

 

 

7




 

NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005

4.                      INCOME TAX STATUS

An exemption from Federal income taxes under Section 501(a) of the Internal Revenue Code has been obtained by virtue of the Plan’s qualified status under Section 401(a). The date of the latest Internal Revenue Service determination letter is November 19, 2001.

5.            RELATED PARTY TRANSACTIONS

The Plan holds an investment in shares of the Employer. During 2005 and 2004, the Plan received $305,321 and $98,837, respectively, in common stock dividends from the Employer.

6.             CORRECTIVE DISTRIBUTIONS

                                                As of December 31, 2005, the Plan has not satisfactorily met the discrimination requirements established by the Internal Revenue Service. In March 2006, the Plan authorized PNC Bank to issue corrective distributions in the amount of $103,214. Corrective distributions are included in other liabilities as of December 31, 2005.

 

 

8




 

 

 

 

 

 

SUPPLEMENTAL SCHEDULES

 

 

 

 

 

 

 

9




NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
EIN: 33-0160389
PLAN NUMBER: 001
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005

 

 

 

 

(b) Identity of Issue, Borrower,
|(a) Lessor or Similar Party|

 

(c) Description of Investment, Including
Maturity Date, Rate of Interest,
Par, or Maturity Value

 

(d) Cost

 

(e) Current
Value

 

*

 

PNC Financial Services Group

 

AIM Real Estate

 

a

 

            $  152,363

 

 

 

 

 

AIM Technology Fund A

 

a

 

275,839

 

 

 

 

 

American Balanced Fund

 

a

 

1,113,159

 

 

 

 

 

American Century Equity Income

 

a

 

1,648,273

 

 

 

 

 

American Century Small Cap Value

 

a

 

987,169

 

 

 

 

 

BlackRock Money Market

 

a

 

1,143,338

 

 

 

 

 

BlackRock Index Equity Class A

 

a

 

358,350

 

 

 

 

 

Bond Fund of America

 

a

 

417,112

 

 

 

 

 

Federated Mid-Cap Index

 

a

 

505,968

 

 

 

 

 

Fidelity Advisor Dividend Growth

 

a

 

168,455

 

 

 

 

 

Fidelity Advisor Diversified International

 

a

 

1,131,812

 

 

 

 

 

Fidelity Advisor Mid Cap

 

a

 

478,902

 

 

 

 

 

Growth Fund of America

 

a

 

1,029,874

 

 

 

 

 

Janus Advisor Forty Fund

 

a

 

598,555

 

 

 

 

 

MFS New Discovery

 

a

 

339,957

 

 

 

 

 

New Plan Excel Realty Trust, Inc. (the Plan’s Sponsor)

 

a

 

1,829,782

 

 

 

 

 

T. Rowe Equity Income R

 

a

 

1,025,774

 

 

 

 

 

T. Rowe Price Retirement 2010R

 

a

 

11,487

 

 

 

 

 

T. Rowe Price Retirement 2020R

 

a

 

67,891

 

 

 

 

 

T. Rowe Price Retirement 2030R

 

a

 

180,197

 

 

 

 

 

T. Rowe Price Retirement 2040R

 

a

 

22,871

 

 

 

Participant Notes

 

5% - 9.5%

 

 

 

291,343

 

 

 

 

 

 

 

 

 

$13,778,471

 

 


*       Represents a party-in-interest to the plan.

a-      The cost of participant-directed investments is not required to be disclosed.

 

 

 

10




 

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

New Plan Excel Realty Trust, Inc. Retirement and

  401(k) Savings Plan

 

 

 

 

By:

New Plan Excel Realty Trust, Inc., as Plan Administrator

 

 

 

 

 

 

 

 

 

Dated: June 29, 2006

By:

/s/ Steven F. Siegel

 

 

Steven F. Siegel

 

 

Authorized Signatory

 

11




 

EXHIBITS

Exhibit
Number

 

Description of Exhibit

 

 

 

 

 

23.1

 

Consent of The Schonbraun McCann Group, L.L.P., Independent Registered Public Accounting Firm

 

 

 

12



EX-23.1 2 a06-14622_1ex23d1.htm EX-23

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Plan Administrator of the New Plan Excel Realty Trust, Inc 401(k) Plan

We consent to the incorporation by reference in the Registration Statement (No. 333-65193) on Form S-8 of New Plan Excel Realty Trust, Inc. of our report dated June 1, 2006, with respect to the statements of net assets available for benefits of the New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan as of December 31, 2005 and 2004, the related statement of changes in net assets available for benefits for the year ended December 31, 2005 and the related supplemental schedule, as of December 31, 2005, which report appears in the December 31, 2005 annual report  on Form 11-K of the New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan.

/s/ The Schonbraun McCann Group, L.L.P.

Roseland, New Jersey
June 29, 2006

 



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