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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission File Number 1-12244
NEW PLAN EXCEL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 33-0160389
(State of Incorporation) (I.R.S. Employer
Identification No.)
1120 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 (212) 869-3000
(Address of Principal Executive Offices) (Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share New York Stock Exchange
Series A Cumulative Convertible Preferred Stock New York Stock Exchange
Series B Cumulative Redeemable Preferred Stock New York Stock Exchange
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the Registrant's shares of common stock held by
non-affiliates was approximately $1,278,740,000 as of March 1, 2001, based on
the closing price of $15.20 on the NYSE on that date.
As of March 1, 2001, the number of shares of common stock of the Registrant
outstanding was 87,201,165.
Documents incorporated by reference: Portions of the Proxy Statement for the
2001 Annual Meeting of Stockholders of the Registrant to be filed subsequently
with the SEC are incorporated by reference into Part III of this report.
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TABLE OF CONTENTS
Page
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PART I.......................................................................................2
Item 1. Business...........................................................................2
Item 2. Properties........................................................................13
Item 3. Legal Proceedings.................................................................15
Item 4. Submission of Matters to a Vote of Security Holders...............................15
PART II.....................................................................................16
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.............16
Item 6. Selected Financial Data...........................................................16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................................16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk......................28
Item 8. Financial Statements and Supplementary Data.....................................29
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ...............................................................................29
PART III....................................................................................30
Item 10. Directors and Executive Officers of the Registrant..............................30
Item 11. Executive Compensation..........................................................30
Item 12. Security Ownership of Certain Beneficial Owners and Management..................30
Item 13. Certain Relationships and Related Transactions..................................30
PART IV.....................................................................................31
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................31
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PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, together with other statements and
information publicly disseminated by New Plan Excel Realty Trust, Inc. (the
"Registrant" or the "Company"), contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such statements are based on assumptions
and expectations which may not be realized and are inherently subject to risks,
uncertainties and other factors, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and actual
results, performance or achievements, financial and otherwise, may differ
materially from the results, performance or achievements expressed or implied by
the forward-looking statements. Risks, uncertainties and other factors that
might cause such differences, some of which could be material, include, but are
not limited to: national and local economic, business and real estate and other
market conditions; financing risks, such as the inability to obtain debt or
equity financing on favorable terms; the level and volatility of interest rates;
financial stability of tenants; the impact of dramatic increases in electronic
commerce; 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 acquisitions
to close and pending developments to be completed on time and within budget);
risks of disposition strategies (including the failure to complete sales on a
timely basis); risks of joint venture activities; as well as other risks
identified from time to time in this Annual Report on Form 10-K and in the other
reports filed by the Company with the SEC or otherwise publicly disseminated by
the Company.
ITEM 1. BUSINESS
GENERAL
The Company, a self-administered and self-managed equity real estate
investment trust ("REIT"), is a Maryland corporation and one of the nation's
largest community and neighborhood shopping center companies. As of December 31,
2000, the Company owned interests in 289 retail properties (excluding one retail
property under redevelopment and including six commercial properties) containing
over 35.7 million square feet of gross leasable area in 31 states. The Company
also owned, as of that date, 53 garden apartment communities containing 12,550
units in 14 states.
The Company elected to be taxed as a REIT for federal income tax
purposes, beginning with its taxable year ended December 31, 1987, and believes
that, beginning with that taxable year, it has been organized and has operated
in conformity with the requirements for qualification as a REIT under the
Internal Revenue Code of 1986. Although the Company believes that it will
continue to operate in such a manner, no assurance can be given that the Company
will continue to qualify as a REIT. In order to maintain its qualification as a
REIT, among other things, the Company must distribute to its stockholders each
year at least 95% of its REIT taxable income and meet certain tests regarding
the nature of its income and assets. This requirement is reduced to 90%
beginning in 2001. As a REIT, the Company is not subject to federal income tax
with respect to that portion of its income which meets certain criteria and is
distributed annually to the stockholders. Additionally, to facilitate
maintenance of the Company's REIT
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qualification and for other strategic reasons, the Company's charter generally
prohibits any person from acquiring or holding shares of the Company's preferred
and common stock in excess of 9.8% (by value or by number of shares, whichever
is more restrictive) of the outstanding shares of each class or series of stock
of the Company, subject to certain exceptions.
DESCRIPTION OF BUSINESS
As of December 31, 2000, the Company owned interests in 289 retail
properties (excluding one property under redevelopment and six commercial
properties) containing over 35.7 million square feet of gross leasable area in
31 states. The Company also owned, as of that date, 53 garden apartment
communities containing 12,550 units in 14 states. The average occupancy rates as
of December 31, 2000 for the retail properties (including six commercial
properties and excluding one retail property under redevelopment) and the garden
apartment communities were 91% and 91%, respectively.
The Company maintains its principal executive offices at 1120 Avenue of
the Americas, New York, New York 10036, where its telephone number is (212)
869-3000.
Strategy and Philosophy
The Company's primary objective is to own and manage a portfolio of
commercial retail properties, a majority of which are community and neighborhood
shopping centers, that will provide increasing cash flow for quarterly
distributions to shareholders while protecting investor capital and providing
potential for capital appreciation. The Company seeks to achieve this objective
by (i) aggressively managing, and where appropriate, redeveloping its existing
operations, (ii) recycling capital created through asset dispositions into
upgrading its shopping centers, paying down debt, repurchasing public equity and
making selective acquisitions of well-located neighborhood and community
shopping centers with tenants that have a national or regional presence and an
established credit quality and (iii) continuing to maintain a strong and
flexible financial position to facilitate growth. In November 2000, the Company
formally declared its intention to divest its garden apartment communities and
exit this product type.
Aggressive Management
The Company aggressively manages its retail properties, with an emphasis
on maintaining high occupancy rates and a strong base of nationally recognized
anchor tenants. The Company regularly monitors the physical condition of its
retail properties and the financial condition of its retail tenants. The Company
follows a schedule of regular physical maintenance at its retail properties with
a view toward tenant expansions, renovations and refurbishing to preserve and
increase the value of these properties. The Company currently is improving the
general appearance of its properties by upgrading existing roofs and facades,
updating signage, resurfacing parking lots and improving parking lot and
exterior building lighting at certain of its retail properties.
The Company has field offices throughout the country, each of which is
responsible for managing the leasing, property management and maintenance of the
Company's properties in its region. The Company also has an office in Salt Lake
City, Utah whose efforts are dedicated solely to joint venture developments and
redevelopments of the Company's properties. The Company seeks to increase the
cash flow and portfolio value of its existing properties primarily through
contractual rent increases during the
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lease term, reletting of existing space at higher rents, expansion and
redevelopment of existing properties and the minimization of overhead and
operating costs.
Acquisition of Properties
General. The Company intends to focus on retail properties, primarily
community and neighborhood shopping centers, that generate stable cash flows and
present the opportunity for appreciation. The Company may seek to expand its
portfolio by making selective, opportunistic acquisitions of well-located
neighborhood and community shopping centers and other retail properties with
tenants that have a national or regional presence and an established credit
quality, and that the Company believes will have the ability to make timely
lease payments over the term of the lease. When acquiring properties, the
Company focuses on the quality of the location and comparable market rents.
Acquisitions through Partnerships. The Company may from time to time
enter into joint venture partnership arrangements with third parties for the
acquisition and management of properties. The Company also may acquire
properties from unaffiliated property owners in exchange for units of limited
partnership interest in a partnership that the Company controls. These
partnership units generally are redeemable for cash or, in the sole discretion
of the general partner of the partnership, for shares of the Company's common
stock. The Company believes that this acquisition method may permit the Company
to acquire properties at attractive prices from property owners wishing to enter
into tax-deferred transactions. The Company formed Excel Realty Partners, L.P.,
a Delaware limited partnership in which a wholly owned subsidiary of the Company
is the sole general partner ("ERP"), to facilitate these transactions.
Acquisitions of Real Estate Companies/Portfolios. The Company may
acquire various public and private real estate companies and real estate
portfolios in an effort to position itself as an industry consolidator. The
Company's strategy is to capitalize on the benefits of size, market
capitalization, liquidity and financial strength that can be gained from
consolidation.
Disposition of Properties
The Company continually analyzes each asset in its portfolio and
identifies those properties which can be sold or exchanged (to the extent
consistent with REIT qualification requirements) for optimal sales prices or
exchange values, given prevailing market conditions and the particular
characteristics of each property. Through this strategy, the Company seeks to
continually update its core property portfolio by disposing of properties which
have limited growth potential and redeploying capital into newer properties or
properties where the Company's aggressive management techniques may maximize
property values. The Company may engage from time to time in like-kind property
exchanges which allow the Company to dispose of properties and redeploy proceeds
in a tax efficient manner.
The Company generally holds its properties for investment and the
production of rental income and not for sale to customers or other buyers in the
ordinary course of the Company's business. If the Company were treated as
holding properties for sale to customers in the ordinary course of its business,
tax rules applicable to REITs would subject the Company to tax equal to 100% of
its gain from each property sold.
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In November 2000, the Company announced plans to dispose of, over time,
certain shopping centers, single tenant and commercial properties and its garden
apartment communities in order to refocus the Company on its retail franchise.
In addition, the Company will continue to monetize the assets of ERT Development
Corporation, a Delaware corporation and affiliate of the Company ("ERT"), and
certain of the Company's joint venture projects.
Financing Strategy
The Company intends to finance future acquisitions with the most
advantageous sources of capital available to the Company at the time, which may
include the sale of common stock, preferred stock or debt securities through
public offerings or private placements, the incurrence of additional
indebtedness through secured or unsecured borrowings, and the reinvestment of
proceeds from the disposition of assets. The Company also may enter into joint
ventures with institutions to acquire large properties. In these instances, the
Company would receive property management and leasing fees. The Company's
financing strategy is to maintain a strong and flexible financial position by
(i) maintaining a prudent level of leverage, (ii) maintaining a large pool of
unencumbered properties and (iii) managing its exposure to interest rate risk
represented by its floating rate debt.
RECENT DEVELOPMENTS
Management Changes
On February 23, 2000, Glenn J. Rufrano was appointed Chief Executive
Officer and President of the Company. He succeeds Arnold Laubich, who has
retired as both Chief Executive Officer and President. Mr. Rufrano was elected
in May 2000 to serve on the Company's Board of Directors.
Other management changes included the appointment of John B. Roche as
Chief Financial Officer of the Company in April 2000 and the appointment of
Leonard I. Brumberg as Executive Vice President - Retail of the Company in
September 2000. Dean R. Bernstein, formerly Senior Vice President - Finance,
became Senior Vice President - Acquisitions/Dispositions, effective in January
2001.
Term Loan Facility
On March 7, 2000, the Company established a term loan facility with
Fleet National Bank, and subsequently drew down the entire $75 million available
under the facility. The loans drawn under this facility accrued interest at
LIBOR plus 90 basis points (based on the Company's credit rating). The term loan
agreement prepared in connection with the facility contained covenants
substantially similar to those included in the Company's two revolving credit
facilities with The Bank of New York. The loans drawn under this facility, which
originally were scheduled to mature on March 5, 2001, were extended to April 14,
200l. It is anticipated that the loan will be increased to $100 million with a
maturity date of November 2002.
Extension of Term of Credit Facility
On November 3, 2000, the Company entered into an agreement with The Bank
of New York to extend the maturity date of $122.5 million of debt under one of
the Company's unsecured senior revolving credit facilities with The Bank of New
York to November 2, 2001. The extended facility continues to bear
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interest at LIBOR plus 72.5 basis points. The Company's other unsecured senior
revolving credit facility with The Bank of New York matures in November 2002.
EMPLOYEES
As of December 31, 2000, the Company employed approximately 750
individuals (including executive, administrative and field personnel).
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company is in the business of managing, operating, leasing,
acquiring, developing, redeveloping and investing in retail properties
(including six commercial properties) and garden apartment communities. See the
Consolidated Financial Statements and Notes thereto included in Item 8 of this
Annual Report on Form 10-K for certain information required by Item 1. See
"--Description of Business--Strategy and Philosophy" above.
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.
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, the impact of dramatic
increases in electronic commerce, 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 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
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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 is Subject to Competition Concerning Leases and May be
Unable to Renew Leases or Relet Space as Leases Expire. The Company competes
with a number of other companies in providing leases to prospective tenants and
in re-letting space to current tenants upon completion of their respective
leases. If the Company's tenants decide not to renew their leases upon
expiration, the Company 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, 2000, leases
were scheduled to expire on a total of approximately 38% of the space at the
Company's retail properties through the end of 2004. 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, 2000, the Company's largest retail tenants were Kmart and Wal-Mart
Stores, whose scheduled annualized base rents represented 5.2% and 3.7%,
respectively, of the Company's total annualized base rents.
New Projects May Fail to Perform as Expected. The Company intends to
continue selectively acquiring and developing community and neighborhood
shopping centers. 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.
The Company Does Not Have Exclusive Control Over Its Joint Venture
Investments. The Company and ERT have invested in certain instances as a
borrower, co-venturer or partner in the development of new properties, instead
of developing projects directly. Such investments involve risks not present in a
wholly owned development project, including the absence of exclusive control
over the development, financing, leasing, management and other aspects of the
project and the possibility that the borrower, co-venturer or partner might
become bankrupt, have interests or goals that are inconsistent with those of the
Company, take action contrary to the instructions, requests or interests of the
Company or otherwise impede the Company's objectives.
Competition for Acquisitions May Result in Increased Prices for
Properties. The Company competes for acquisitions of, and investments in,
properties and real estate companies with an indeterminate number of investors,
including investors with access to significant capital such as domestic and
foreign corporations and financial institutions, publicly traded and privately
held REITs, private institutional
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investment funds, investment banking firms, life insurance companies and pension
funds. This competition may increase prices for the types of properties in which
the Company invests.
Because Real Estate Property Investments are Illiquid, the Company May
Not be Able to Dispose of Properties when Appropriate. Real estate property
investments generally cannot be disposed of quickly. In addition, the federal
tax code imposes restrictions on a REIT's ability to dispose of properties. The
Company may not be able to vary its portfolio promptly in response to economic
or other conditions. This inability to respond promptly to changes in economic
or other conditions could adversely affect the Company's financial condition and
ability to service debt and pay dividends to stockholders.
Some Potential Losses are Not Covered by Insurance. The Company carries
comprehensive liability, fire, extended coverage and rental loss insurance on
all of its properties. The Company believes the policy specifications and
insured limits of these policies are adequate and appropriate. There are,
however, certain types of losses, such as lease and other contract claims, that
generally are not insured. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose all or a portion of the capital it
has invested in a property, as well as the anticipated future revenue from the
property. In such an event, the Company might nevertheless remain obligated for
any 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 approximately $1.2 billion as of December 31, 2000. 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, the credit facilities and indentures under which the Company's senior
uncollateralized 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.
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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.
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, 2000, the Company had $294.8 million of
floating rate debt maturing between 2001 and 2029. The rates on this debt
increase when interest rates increase.
The Company was a party to one hedging agreement with respect to its
floating rate debt as of December 31, 2000. Hedging agreements enable the
Company to convert floating rate liabilities into fixed rate liabilities.
Hedging agreements expose the Company to the risk that the counterparties to
such 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 enters into are 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 existing
hedging agreements or any hedging agreements that the Company may enter into in
the future, would increase the Company's interest expense, which would adversely
affect cash flow and the ability of the Company to service its debt. Future
decreases in interest rates will increase the Company's interest expense as
compared to the floating rate debt underlying the Company's hedging agreements
and could result in the Company making payments to unwind such agreements.
The Interest Rates on Certain of the Company's Debt May Change Based on
Credit Ratings. The floating rates of interest applicable to certain debt of the
Company (including debt under the Company's credit facilities with The Bank of
New York) are determined based on the credit ratings of the Company's debt
provided by independent agencies. Thus, if such credit ratings are downgraded,
the Company's ability to raise additional debt may be negatively impacted and
the Company may be subject to higher interest rates with respect to such debt.
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 Company's share ownership limit described below. Also, any future
series of preferred stock of the Company may have certain voting provisions that
could delay or prevent a change in control or other transaction that might
involve a premium price or otherwise be in the best interests of the
stockholders.
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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. As a result, the
five-year prohibition and the super-majority vote requirements will not apply to
a business combination involving the Company. The Board of Directors may,
however, repeal this election in most cases and cause the Company to become
subject to these provisions in the future.
The Company Has a Share Ownership Limit. To facilitate maintenance of
the Company's REIT qualification and for other strategic reasons, the Company's
charter generally prohibits any person from acquiring or holding shares of the
Company's preferred and common stock in excess of 9.8% (by value or by number of
shares, whichever is more restrictive) of the outstanding shares of each class
or series of stock of the Company. The Company's Board of Directors may exempt a
person from this ownership limit under specified conditions. Absent an exemption
or a waiver, shares of stock that are purportedly transferred in excess of the
ownership limit will be automatically transferred to a trust for the exclusive
benefit of one or more charitable beneficiaries, and the purported transferee
will not acquire any rights in such shares. This ownership limit could delay or
prevent a change in control of the Company and, therefore, could adversely
affect the 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 and has made substantial loans to ERT, a noncontrolled company
that is engaged in the real estate development business, and has guaranteed
approximately $57.3 million of indebtedness of ERT. At December 31, 2000, the
amount outstanding relating to the guarantees was $53.1 million. Although the
Company owns 95% of the economic interest in ERT, the voting stock of ERT is
owned by a private company controlled by an executive officer (and director) of
the Company. 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 Environmental Problems Exist at Some of the Company's Properties
Under various federal, state and local laws, ordinances and
regulations, the Company may be considered an owner or operator of real property
or may have arranged for the disposal or treatment of hazardous or toxic
substances and, therefore, may become liable for the costs of removal or
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remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the Company
knew of, or was responsible for, the presence of such hazardous or toxic
substances. Except as discussed below, the Company is not aware of any
significant environmental condition at any of its properties.
Soil and groundwater contamination exists at certain of the Company's
properties. The primary contaminants of concern at these properties include
perchloroethylene and trichloroethelyne (associated with the operations of
on-site dry cleaners) and petroleum hydrocarbons (associated with the operations
of on-site gasoline facilities). The Company currently estimates that the total
remaining cost of remediation of environmental conditions for these properties
will be in the range of approximately $1 million to $3 million, although there
can be no assurance that this range of estimates will prove accurate. In
connection with certain of these properties, the Company has entered into
remediation and indemnity agreements, which obligate the prior owners of certain
of the properties (including in some cases, principals of the prior owners) to
perform the remediation and to indemnify the Company for any losses the Company
may suffer because of the contamination or remediation. There can be no
assurance that the remediation estimates of the Company will prove accurate or
that the prior owners will perform their obligations under these agreements,
although in certain cases funds have been set aside with respect to the
performance under these agreements. In connection with certain other properties,
the former tenants at the properties are in the process of performing the
necessary remediation, although there can be no assurance that such remediation
will be satisfactory. In connection with certain additional properties, the
Company has assumed the obligation to perform the necessary remediation in
connection with the Company's purchase of the properties. In addition to the
environmental conditions discussed above, asbestos minerals (associated with
spray applied fireproofing materials) exist at certain of the Company's
properties. The Company currently estimates that the total cost of abatement of
asbestos minerals at these properties would be approximately $3.2 million,
although there can be no assurance that this estimate will prove accurate. The
Company does not expect the environmental conditions at its properties,
considered as a whole, to have a material adverse effect on the Company.
Included in other liabilities in the Company's Consolidated Balance Sheet at
December 31, 2000 is $3.2 million related to the clean-up of certain asbestos
minerals.
No assurance can be given that any environmental studies performed at
the Company's properties will identify all material environmental conditions,
that any prior owner of the properties did not create a material environmental
condition not known to the Company or that a material environmental condition
does not otherwise exist with respect to any of the Company's properties.
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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.
Market Interest Rates May Affect the Value of the Company's Publicly
Traded Securities. One of the factors that investors consider important in
deciding whether to buy or sell shares of a REIT is the dividend rate on such
shares (as a percentage of the price of such shares) relative to market interest
rates. If market interest rates go up, prospective purchasers of REIT shares may
expect a higher dividend rate. Higher interest rates would not, however, result
in more dividends and, in fact, likely would increase borrowing costs and
potentially decrease funds available for dividends. Thus, higher market interest
rates could cause the market price of the Company's publicly traded securities
to go down.
The Company is Dependent on External Sources of Capital
To qualify as a REIT the Company must, among other things, distribute to
its stockholders each year at least 90% of its REIT taxable income (excluding
any net capital gains). 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 the
Company's growth potential and the Company's 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, New Plan Realty Trust and Excel Realty Trust, Inc., 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 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 90% of its REIT taxable income (excluding any net 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
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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.
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 New Plan Realty Trust
or Excel Realty Trust, Inc., whose businesses were combined in a merger
transaction 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 either of the
Company's predecessor companies did not distribute such earnings and profits
prior to the merger transaction, the Company might not qualify as a REIT. The
Company believes that each of the predecessor companies qualified as a REIT and
that, in any event, neither of the predecessor companies had any undistributed
"C corporation earnings and profits" at the time of the merger transaction. If
either of the predecessor companies failed to qualify as a REIT, it would have
recognized taxable gain at the time of the merger transaction (and the Company
would be liable for the tax on such gain). This would be the case even though
the merger transaction 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 predecessor
companies. This election will have the effect of requiring the Company, if
either of the predecessor companies was not qualified as a REIT, to pay
corporate income tax on any gain existing at the time of the merger transaction
on assets acquired in the transaction if such assets are sold within 10 years
after the transaction. Finally, if either of the predecessor companies 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 that predecessor company failed to
qualify if the Company were determined to be a "successor" to that predecessor
company.
ITEM 2. PROPERTIES
As of December 31, 2000, the Company owned interests in 289 retail
properties (excluding one retail property redevelopment and including six
commercial properties) and 53 garden apartment communities. Properties held by
ERT are excluded from the table below. The following table sets forth certain
information as of December 31, 2000 regarding the Company's properties on a
state-by-state basis:
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RETAIL PORTFOLIO AND COMMERCIAL PROPERTIES (1) GARDEN APARTMENT COMMUNITIES
PERCENT OF TOTAL PERCENT OF
NUMBER OF PERCENT SCHEDULED NUMBER OF PERCENT NUMBER OF SCHEDULED
STATE PROPERTIES LEASED GLA ABR (2) PROPERTIES LEASED UNITS ABR (2)
------------ --------------------- ------------- ---------------------------------- ------------ --------------
Alabama 7 100% 760,014 1.8% 9 91% 2,269 16.8%
Arizona 12 95% 1,109,017 3.6%
Arkansas 2 100% 105,459 0.2%
California 16 92% 2,484,427 10.2%
Colorado 2 96% 352,156 1.7%
Delaware 2 85% 243,686 0.4% 2 84% 303 2.4%
Florida 18 92% 2,695,532 7.9% 2 94% 539 5.3%
Georgia 34 90% 3,092,184 7.1% 2 98% 420 3.3%
Illinois 10 99% 1,228,551 4.4%
Indiana 13 89% 886,530 1.8% 3 89% 893 6.7%
Iowa 5 93% 604,896 1.3%
Kentucky 9 91% 1,456,230 3.3% 4 92% 783 6.8%
Louisiana 2 78% 261,518 0.4% 3 90% 1,236 9.4%
Maryland 3 77% 380,531 1.0%
Michigan 13 90% 2,114,282 6.2%
Minnesota 3 97% 84,986 0.5%
Missouri 3 86% 722,190 4.0% 1 95% 309 2.7%
Nebraska 2 100% 9,671 0.1%
Nevada 3 98% 587,388 2.1%
New Jersey 10 99% 1,190,505 4.8%
New York 26 88% 3,439,392 7.9% 2 96% 308 2.2%
North Carolina 14 95% 1,668,279 3.9% 2 95% 463 4.6%
Ohio 21 85% 3,072,217 6.8% 7 87% 1,601 13.6%
Oklahoma 1 100% 45,510 0.1%
Pennsylvania 14 92% 1,737,239 5.2% 1 95% 130 1.1%
South Carolina 5 97% 375,698 1.1% 4 90% 816 6.2%
Tennessee 16 93% 1,872,537 4.6% 11 91% 2,480 18.8%
Texas 7 100% 500,986 1.6%
Utah 1 84% 600,584 1.4%
Virginia 12 89% 1,681,258 3.8%
West Virginia 3 92% 354,939 0.8%
--------- --------- ------------- ----------------------- --------- ------------ --------------
289 91% 35,718,392 100% 53 91% 12,550 100%
========= ========= ============= ======================= ========= ============ ==============
REGION
------------
East 98 91% 12,527,757 32.3% 15 92% 2,803 23.2%
Midwest 70 89% 8,723,323 25.0% 11 88% 2,803 22.9%
South 87 92% 9,333,740 23.8% 27 92% 6,944 53.9%
West 34 93% 5,133,572 19.0% - - - -
--------- --------- ------------- ----------------------- --------- ------------ --------------
289 91% 35,718,392 100% 53 91% 12,550 100%
========= ========= ============= ======================= ========= ============ ==============
(1) Excludes Clearwater Mall (679,671 sq. ft.), a property with redevelopment
plans under reevaluation.
(2) ABR represents annualized base rent (contractual minimum lease payments as
of December 31, 2000).
The above does not purport to disclose all items required under GAAP.
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ITEM 3. LEGAL PROCEEDINGS
ERT is involved in certain ongoing litigation concerning the
construction, design and delayed opening of Pointe Orlando, a project now
controlled by ERT. ERT initially brought actions against the contractor and
architect alleging various causes of action relating to these matters. The
contractor has filed a mechanic's lien claim in the approximate face amount of
$7.2 million representing the unpaid balance due under its contract which, with
statutory interest and attorney fees, now exceeds $10 million. The contractor
has also claimed other additional damages in an unspecified amount. The
architect has filed a claim for the unpaid balance of its fee in the approximate
amount of $700,000, plus interest. ERT disputes these claims and is vigorously
defending them. In the event that the various claims are decided in a manner
adverse to ERT, the Company does not believe that such result will have a
material adverse effect on the financial condition of the Company.
The Company also is a party to other routine litigation matters in the
ordinary course of business, none of which are believed to be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the stockholders of the Company
during the fourth quarter of 2000.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed for trading on the New York Stock
Exchange under the symbol "NXL." As of March 1, 2001, there were approximately
12,447 registered record holders of the Company's common stock, plus those who
hold their shares in street name. The following table sets forth the high and
low sales price, as reported by the New York Stock Exchange composite tape, and
the cash dividends declared each calendar quarter during 2000 and 1999 with
respect to the Company's common stock:
CASH
DIVIDENDS
HIGH LOW DECLARED
------------- --------------- ------------------
1999:
First quarter $ 22.5625 $ 18.7500 $ 0.4025
Second quarter 20.6875 18.0000 0.4050
Third quarter 19.2500 17.6250 0.4075
Fourth quarter 18.0000 14.7500 0.4100
2000:
First quarter $ 17.3750 $ 11.7500 $ 0.4125
Second quarter 15.8125 13.0000 0.4125
Third quarter 15.5625 13.6250 0.4125
Fourth quarter 14.0625 11.8125 0.4125
ITEM 6. SELECTED FINANCIAL DATA
The financial information included in the following table has been
derived from the audited consolidated financial statements for the periods
indicated. This information should be read together with the audited financial
statements of the Company and Management's Discussion and Analysis of the
Financial Condition and Results of Operations included elsewhere in this Annual
Report on Form 10-K.
On September 28, 1998, Excel Realty Trust, Inc. ("Excel") and New Plan
Realty Trust (the "Trust") consummated a merger whereby a wholly owned
subsidiary of Excel was merged with and into the Trust with the Trust surviving
as a wholly owned subsidiary of Excel (the "Merger"). As a result of the Merger,
the shareholders of the Trust immediately prior to the Merger owned
approximately 65% of the Company's common stock outstanding immediately
following the Merger. In connection with the merger transaction, Excel changed
its name to "New Plan Excel Realty Trust, Inc."
Under generally accepted accounting principles, the Merger was accounted
for as a purchase by the Trust of Excel. Therefore, all of the financial
information prior to September 28, 1998 included in the following table is that
of the Trust. Because the Trust had a fiscal year end of July 31 prior to the
Merger, the financial information included in the following table for periods
prior to September 28, 1998 is based on a fiscal year end of July 31. All of the
financial information included in the following table for periods on and after
September 28, 1998 relates to the Company as a combined entity. Immediately
following the Merger, each of the Company and the Trust adopted a fiscal year
end of December 31, beginning with a short fiscal year ending on December 31,
1998.
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(In thousands, except per share amounts)
FIVE MONTHS
ENDED
YEARS ENDED DECEMBER 31, DECEMBER 31, YEARS ENDED JULY 31,
STATEMENT OF INCOME DATA: 2000 1999 1998 1998 1997 1996
------------------------- ---- ---- ---- ---- ---- ----
Revenue $423,386 $438,027 $155,921 $250,259 $206,821 $167,606
Expenses 305,691 295,171 99,693 159,645 129,781 97,484
------- ------- ------- ------- ------- ------
117,695 142,856 56,228 90,614 77,040 70,122
Minority interest (952) (1,299) (457) -- -- --
Impairment of real
estate (3,620) -- -- -- -- --
Gain/(loss) on sales
of
properties and
securities, net 9,200 7,956 34 (41) (3) 399
------- ------- ------- ------- ------- ------
Net income before
extraordinary income 122,323 149,513 55,805 90,573 77,037 70,521
Extraordinary income 758 -- -- -- -- --
------- ------- ------- ------- ------- ------
Net income after
extraordinary income 123,081 149,513 55,805 90,573 77,037 70,521
------- ------- ------- ------- ------- ------
Preferred dividends (22,635) (22,777) (6,914) (5,850) (461) --
------- ------- ------- ------- ------- ------
Net income
applicable to
common shareholders
after
extraordinary income $100,446 $126,736 $ 48,891 $ 84,723 $ 76,576 $ 70,521
======== ======== ======= ======= ======= =======
Net income per
common share before
extraordinary
income
Basic $1.14 $1.43 $0.63 $1.43 $1.31 $1.25
Diluted $1.13 $1.42 $0.62 $1.42 $1.30 $1.25
Weighted average
number of common
shares outstanding
Basic 87,608 88,662 77,481 59,365 58,461 56,484
Diluted 88,951 90,440 79,396 59,774 58,735 56,642
OTHER DATA:
Distributions per
common
share $1,650 $1.625 $0.678 $1.475 $1.435 $1.395
====== ====== ===== ====== ======== ======
BALANCE SHEET DATA
AS OF THE END OF
EACH PERIOD:
Total assets $2,894,431 2,953,141 $2,896,568 $1,386,831 $1,263,958 $948,477
Long-term debtobligations 1,214,976 1,220,451 1,105,271 576,888 478,207 238,426
Shareholders' equity 1,555,610 1,611,519 1,662,242 766,833 747,719 662,438
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations has been the principal source of capital to
fund the Company's ongoing operations. The Company's issuance of common and
preferred stock, use of the Company's revolving credit facilities and financing
from uncollateralized notes and mortgage debt have been the principal sources of
capital required to fund its growth.
In order to continue to expand and develop its portfolio of properties
and other investments, the Company intends to finance future acquisitions and
growth through the most advantageous sources of capital available to the Company
at the time, which may include excess cash flow, the sale of common stock,
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preferred stock or debt securities through public offerings or private
placements, the incurrence of additional indebtedness through borrowings, and
the reinvestment of proceeds from the disposition of assets. The Company also
may enter into joint ventures with institutions to acquire properties. The
Company's financing strategy is to maintain a strong and flexible financial
position by (i) maintaining a prudent level of leverage, (ii) maintaining a
large pool of unencumbered properties and (iii) managing its exposure to
interest rate risk represented by its floating rate debt.
As of December 31, 2000, the Company had approximately $2.7 million in
available cash, cash equivalents and marketable securities.
The Company has two revolving credit facilities with The Bank of New
York, each of which provides for $122.5 million in uncollateralized advances
from a group of banks. One facility ("Facility #1") expires in November 2001.
The other facility ("Facility #2") expires in November 2002. As of December 31,
2000, the Company had $46.25 million outstanding under Facility #1, which bears
interest at LIBOR plus 72.5 basis points and $122.5 million outstanding under
Facility #2 which bears interest at LIBOR plus 67.5 basis points. The covenants
of these credit facilities include maintaining certain ratios such as
liabilities to assets of less than 50% and maintaining a minimum unencumbered
assets coverage ratio of 2 to 1. In addition, the Company has a $75.0 million
term loan facility with Fleet National Bank, all of which was outstanding as of
December 31, 2000. Loans drawn under this facility originally were scheduled to
mature on March 5, 2001, and accrue interest at LIBOR plus 90 basis points
(based on the Company's credit rating). The Fleet loan has been extended to
April 14, 2001. It is anticipated that the loan will be increased to $100
million with a maturity date of November 2002. The term loan agreement prepared
in connection with the facility contains covenants substantially similar to
those included in the two credit facilities of the Company with The Bank of New
York. On October 11, 2000, the Company entered into a two-year swap agreement
with Fleet National Bank relating to $125 million of the Company's variable rate
debt. The agreement effectively fixes the annual interest rate of this debt at a
base rate of 6.67% plus applicable spreads associated with the Company's
variable rate credit facilities.
In addition to outstanding amounts on the Company's credit facilities,
debt as of December 31, 2000 consisted of $328.8 million of mortgages payable
having a weighted average interest rate of 7.9% and $613.0 million of notes
payable with a weighted average interest rate of 7.3%. Of this debt, $51.1
million bear variable interest rates. Additionally, the Company has $1.5 million
in marketable equity securities which are sensitive to market price changes and
notes receivable in the amount of Canadian $14.2 million (approximately U.S.
$9.5 million as of December 31, 2000) which are sensitive to currency exchange
rate fluctuations.
The Company guarantees certain indebtedness of ERT and the debt
outstanding related to these guarantees as of December 31, 2000 was $53.1
million. In addition, the Company has guaranteed that ERT will provide
additional funding, currently approximately $4.2 million, for the Centre at
Preston Ridge, a community shopping center project in Frisco, Texas. This
guarantee is reduced commensurately as funds are provided. ERT has third-party
debt of $78.5 million, excluding notes payable to the Company, having a weighted
average interest rate of 8.1%. In addition, ERT has third party mortgages of
$5.2 million at December 31, 2000. The Company provides substantially all of the
capital required to fund ERT's operations.
In November 1998, the Company filed a $1 billion shelf registration
statement relating to the issuance from time to time of debt securities,
preferred stock, depository shares, common stock, warrants
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and rights, in amounts, at initial prices and on terms to be determined at the
time of offering. Under this shelf registration statement, the Company
established a program for the issuance of medium-term notes due nine months or
more from date of issue. As of December 31, 2000, an aggregate principal amount
of $276 million was available for issuance under the Company's medium-term notes
program.
In October 1999, the Company commenced a program to repurchase up to $75
million of the Company's outstanding common stock from time to time through
periodic open market transactions or through privately negotiated transactions.
Through December 31, 2000, approximately 1,981,000 shares had been repurchased
and retired at an average purchase price of $15.61 per share. Of this amount,
approximately 750,000 shares were repurchased and retired in 2000. As of
February 28, 2001, the Company had repurchased 119,200 shares at an average
price of $13.40.
Management believes that other sources of funds are available to the
Company. Based on management's internal evaluation of the Company's properties,
many of which are free and clear of mortgages, the estimated value of these
properties is considerably in excess of the outstanding mortgage indebtedness.
Accordingly, management believes that potential exists for additional mortgage
financing as well as unsecured borrowing capacity from banks and other lenders.
The Company had three classes of preferred stock outstanding as of
December 31, 2000: (i) 1,507,000 shares of 8 1/2% Series A Cumulative
Convertible Preferred Stock outstanding which have an annual distribution of
$2.125 per share payable quarterly; (ii) 6,300,000 depositary shares
outstanding, each representing 1/10 of a share of 8 5/8% Series B Cumulative
Redeemable Preferred Stock, with an annual distribution of $2.15625 per
depositary share payable quarterly; and (iii) 1,500,000 depositary shares
outstanding, each representing 1/10 of one share of 7.8% Series D Cumulative
Voting Step-Up Premium Rate Preferred Stock, with a liquidation preference and
annual distribution of $50 and $3.90 per depositary share, respectively.
The current quarterly dividend on the Company's common stock is $.4125
per share. The maintenance of this dividend will be subject to various factors,
including the discretion of the Board of Directors of the Company, the ability
to pay dividends under applicable law and the effect which the payment of
dividends may have from time to time on the maintenance by the Company of its
status as a REIT.
In the normal course of business, the Company also faces risks that are
either non-financial or non-qualitative. Such risks principally include credit
risks and legal risks and are not included in the aforementioned notes.
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RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value as issued. SFAS No. 133 was effective January 1,
2000; however, SFAS 137, "Deferral of the Effective Date of SFAS 133," extended
the effective date for the Company to January 2001. The Company adopted SFAS No.
133/138, Accounting for Derivative Instruments and Hedging Activities, on
January 1, 2001. This new accounting standard requires companies to carry all
derivative instruments, including certain embedded derivatives, in the statement
of financial condition at fair value. The accounting for changes in the fair
value of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and, if so, on the reason for
holding it. The Company uses only qualifying hedges that are designated
specifically to reduce exposure to interest rate risk by locking in the expected
future cash payments on certain liabilities. This is typically accomplished
using an interest rate swap. For financial reporting purposes, the gain or loss
on the interest rate swap is recorded as a component of equity. In connection
with the adoption of SFAS No. 133/138 in January 2001, the Company recorded a
net transition adjustment of $2,124,000 in accumulated other comprehensive
income (equity) at that time. Adoption of the standard also resulted in the
Company recognizing $2,124,000 of derivative instrument liabilities. In general,
the amount of volatility will vary with the level of derivative activities
during any period.
At its meeting on October 27, 1999, NAREIT's leadership clarified the
industry's supplemental performance measure to confirm that funds from
operations should include all operating results, both recurring and
nonrecurring, except for those results defined as "extraordinary items" under
generally accepted accounting principles and gains and losses from sales of
depreciable operating properties and excluding depreciation and amortization of
real estate assets. The clarification is effective for years beginning January
1, 2000 and all prior results have been restated to confirm to the new
definition.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto. Historical results and
percentage relationships set forth in the Consolidated Statements of Income
contained in the Consolidated Financial Statements and accompanying notes,
including trends which might appear, should not be taken as indicative of future
operations.
RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000 AND 1999
REVENUES:
Rental income and related revenues decreased by approximately $3.2
million, or 0.8%. Between January 1, 1999 and December 31, 2000, six retail
shopping centers and one residential property were acquired. These acquisitions
produced revenue increases of approximately $2.9 million. During the same
period, the Company sold all or a portion of 17 retail and two residential
properties which accounted for revenue reductions of $4.6 million and $2.5
million, respectively. Clearwater Mall, a property with redevelopment plans
under reevaluation, accounted for a revenue decline of $1.7 million. Lease
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settlement income declined $1.2 million. The balance of the change in revenue
was an increase of $3.9 million or 3.8%.
Interest, dividend and other income decreased by approximately $11.4
million, or 48.5%. This decrease was due primarily to an increase in the loss
from ERT of $14.7 million and an increase in the foreign currency loss of $1.1
million. These decreases were partially offset by higher interest income of $4.4
million earned primarily from ERT and the Company's development projects.
The decrease in equity participation in ERT, from a loss of $3.2 million
in the twelve months ended December 31, 1999 to a loss of $17.9 million in the
twelve months ended December 31, 2000, was primarily the result of factors
relating to the two operating mall properties (The Mall at 163rd Street and
Pointe Orlando), a decrease in interest income and an increase in interest
expense.
The Mall at 163rd Street, a property owned by ERT, had a reduction in
net income of approximately $4.7 million. This was due primarily to a reduction
in rental revenue of $4.9 million because of redevelopment plans, lease
settlement income of $1.9 million received in the prior period, which did not
recur in the current period, offset by higher interest income of approximately
$0.1 million, and an increase in the bad debt expense of $0.5 million. These
increases were offset by lower operating expenses of approximately $0.6 million.
Pointe Orlando, a mall in Florida, which in three quarters of the prior
year was accounted for using the equity method when ERT was a 38.5% owner, has
been 100% owned and consolidated with ERT since October 1, 1999. The effect of
owning 100% of Pointe Orlando for the full year of 2000 increased the loss to
ERT by an additional $3.1 million to $6.3 million. Pointe Orlando had an
increased loss in the twelve months ended December 31, 2000 of approximately
$3.2 million. This was due primarily to lower revenues of $1.7 million,
increased litigation costs of $3.9 million relating to a legal action revolving
around the construction and delayed opening of the mall and an increase in bad
debt expense of approximately $0.9 million. These items were offset by lower
operating costs of $0.9 million and lower interest expense of $2.4 million.
ERT had a decrease in interest income of approximately $5.3 million, or
49.4%, due primarily to the acquisition and consolidation of Pointe Orlando and
the elimination of the interest income charged to the previously unconsolidated
entity. ERT's interest expense to New Plan Excel increased $3.7 million due to
higher borrowings by ERT and this was the primary reason for the $4.4 million
increase in interest, dividend and other income of the Company.
Foreign currency loss increased $1.1 million due to the decline in value
of the Canadian dollar.
EXPENSES:
Total expenses increased $10.5 million, or 3.6%. The major areas of
increase were real estate and other taxes, interest expense, depreciation and
amortization, and administrative expense. These increases were partially offset
by decreases in operating, bad debt and non-recurring expenses.
Interest expense increased $11.5 million, or 14.1%, due primarily to
increased borrowings in connection with stock repurchases, property acquisitions
and improvements and additional investments in ERT.
Real estate and other taxes increased $3.4 million, or 8.7%.
Approximately $0.5 million of the increase was due to a one-time recovery of
prior year's expense in 1999, which did not occur again in
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2000. The remaining amount of approximately $2.9 million was due to higher
property tax expenses primarily in the retail portfolio.
Depreciation expense increased $1.6 million, or 2.5%. The primary reason
for the increase was the improvements to real estate put in place in 1999 and
2000 and the increase of real estate assets due to additional allocation of
purchase price from the 1998 merger with Excel Realty Trust, Inc., in the prior
year. The net impact of the acquisitions and dispositions during the periods was
a reduction of $0.5 million.
Bad debt expense decreased $1.3 million, or 21.5%, due to the collection
of amounts previously thought to be uncollectible and improved collection
experience in both the retail and residential properties. The decrease was
partially offset by an increase in the reserve for bad debts at the Clearwater
Mall.
Non-recurring charges declined $3.6 million, or 42.4%. The $4.9 million
non-recurring charges in 2000 were primarily payments made to certain former
officers in connection with their resignation or retirement from the Company and
their respective retirement and employment agreements. In the prior year, the
$8.5 million expense was the result of the resignation of seven former Excel
executives and the payments made to them in accordance with their employment
agreements.
Operating expenses decreased $1.9 million, or 2.1%. The net impact of
the acquisitions and dispositions was a decline of $2.0 million. The garden
apartment portfolio had a decline in expenses and the retail properties had an
increase in expenses. The net of the two was an increase of $0.1 million.
Administrative expenses increased $0.8 million, or 12.7%. As a percent
of total assets, administrative expense decreased to 0.26% from 0.27%. As a
percent of total revenues, costs increased to 1.77% from 1.52%. The major reason
for the increase was related to increases in personnel costs.
GAINS ON THE SALE OF ASSETS:
Gains on the sale of real estate increased $1.2 million. In 2000, the
Company sold 11 retail and one commercial property resulting in a gain of $9.2
million. In 1999, five retail and two residential properties were sold resulting
in a gain of $8.0 million.
IMPAIRMENT OF REAL ESTATE:
The estimated fair value of certain properties classified as "Real
estate held for sale" was less than the book value of these properties. This
resulted in an impairment of real estate expense of $3.62 million for the year.
Of this impairment, $1.9 million is related to real estate held for sale during
the year which is now held for use as of December 31, 2000. There was no
impairment of real estate in 1999.
EXTRAORDINARY INCOME:
During the year there was a prepayment of a mortgage payable which had
an unamortized mortgage premium associated with it. The elimination of this
premium resulted in the extraordinary income of $0.8 million. There was no
extraordinary income in 1999.
Twelve Months Ended December 31, 1999 Compared to the Twelve Months Ended
December 31, 1998
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24
The results of operations reflected in the Consolidated Statements of
Income and Comprehensive Income include post-Merger results for the twelve
months ended December 31, 1999 and the five months ended December 31, 1998. The
following includes pro forma financial information for the year ended December
31, 1998 presented as if the Merger had been consummated on January 1, 1998 in
order to make the comparison of 1999 and 1998 more informative. Except as stated
otherwise, the discussions below relate to comparison of actual results for the
twelve-month period ended December 31, 1999 to pro forma results for the
twelve-month period ended December 31, 1998. The pro forma results are not
necessarily indicative of what the results would have been if the Merger
actually occurred on January 1, 1998.
The actual results of operations for the twelve months ended December
31, 1998 have been derived by aggregating the estimated results of operations
and cash flows for the month ended January 31, 1998, the amounts reported for
the three months ended April 30 and July 31, 1998, and the actual results for
the five months ended December 31, 1998 (which reflect the Merger as of
September 28, 1998).
(In thousands, except per share amounts)
TWELVE MONTHS ENDED DECEMBER 31,
1999 1998 1998
(ACTUAL) (PRO FORMA) (ACTUAL)
Revenues
Retail $337,004 $322,884 $225,931
Residential 77,477 74,415 71,662
Interest, dividend and other 23,546 21,253 7,840
--------- --------- ---------
Total revenues 438,027 418,552 305,433
Expenses
Operating costs 90,612 81,614 68,737
Real estate and other taxes 38,929 36,380 27,286
Interest 81,412 71,902 49,655
Depreciation and amortization 62,912 58,865 40,416
Provision for doubtful accounts 6,144 6,285 5,366
Non-recurring charges 8,497 -- --
General and administrative 6,665 7,719 3,758
--------- --------- ---------
Total expenses 295,171 262,765 195,218
------- ------- -------
Income before real estate sales and
minority interest 142,856 155,787 110,215
Sale of real estate/securities 7,956 371 58
Minority interest in income from
partnership (1,299) (1,684) (457)
---------- ---------- ----------
Net Income $149,513 $154,474 $109,816
======== ======== ========
Net income per share:
Basic $1.43 $1.49 $1.48
===== ===== =====
Diluted $1.42 $1.46 $1.47
===== ===== =====
All changes between 1998 actual results and 1999 actual results are
primarily attributable to the Merger as well as the impact of property
acquisitions made by Excel during 1998. Accordingly, the following discussions
reflect a comparison of pro forma 1998 data to actual 1999 data.
The Company acquired 36 properties between January 1, 1998 and December
31, 1999, including 31 retail and five residential properties. These retail
acquisitions produced increased revenue of $16.2 million in 1999. In addition,
revenue in the current period was reduced $1.1 million because of the sale of
six properties and was reduced $1.7 million because of an adjustment of common
area maintenance revenue
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relating to certain properties. The remaining retail revenue change was an
increase of $0.7 million, or 0.2%. The residential acquisitions produced
increased revenue of $3.9 million and the sale of two properties reduced revenue
by $0.5 million in fiscal year 1999. The remaining residential revenue change
was a decrease of $0.4 million, or 0.5%.
The increase in interest, dividend and other revenues was primarily the
result of the following factors. The net effect of an interest revenue increase
and equity revenue decrease from ERT Development Corporation was a decrease of
$2.8 million. This decrease was offset by increases in interest revenues from
development notes receivable of $1.1 million, currency gains of $1.8 million,
financing commitment fees revenue of $1.4 million and an insurance recovery of
$0.5 million. The remaining interest, dividend and other revenue change was an
increase of $0.3 million, or 1.0%.
Property acquisitions and the assumption of related debt resulted in
$14.3 million of the $32.4 million increase in total expenses, including a $5.6
million increase in operating costs, $4.0 million in additional depreciation,
$1.8 million in additional real estate and taxes, and $2.9 million in interest
expense. The remaining $3.4 million increase in operating costs is principally
attributable to increases in snow removal, professional service costs and
turnover costs in the residential division during the current year. The
remaining $6.6 million increase in interest expense was primarily the result of
increased borrowings in connection with property acquisitions, severance costs
and common stock repurchases resulting from the resignation of seven executives,
all formally of Excel Realty Trust, Inc. and the purchase by the Company of
Excel Realty Partners, L.P. partnership units. The decrease of $1.1 million in
general and administrative costs relates primarily to staff reductions in the
closing of the Company's San Diego office which was partially offset by a
non-recurring increase in professional fees of approximately $0.8 million
related to a terminated acquisition of another company. The $8.5 million
non-recurring charge is a result of payments of $1.7 million in severance
payments, $6.0 million in stock compensation expense related to the settlement
of outstanding stock options and $0.8 million of other costs related to the
resignation of the aforementioned seven executives in April 1999.
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Five Months Ended December 31, 1998 Compared to Five Months Ended December 31,
1997
The actual results of operations for the five-month period ended
December 31, 1998 only include operations of Excel from September 28, 1998 to
December 31, 1998. Therefore, certain pro forma comparisons are included which
have been presented as if the Merger had been consummated on August 1, 1998 and
1997, respectively. The pro forma information is not necessarily indicative of
what the actual results of operations of the Company would have been had the
Merger actually occurred on August 1, 1998 and 1997, respectively (in thousands,
except per share amounts):
FIVE MONTHS FIVE MONTHS FIVE MONTHS ENDED
ENDED ENDED DECEMBER 31,
DECEMBER 31, DECEMBER 31, 1997
1998 1998 (ACTUAL)
(ACTUAL) (PRO FORMA)
Total revenues $ 155,921 $ 179,092 $ 100,457
Expenses:
Operating costs 32,764 32,233 25,325
Real estate and other taxes 13,456 15,655 9,047
Interest 27,168 32,339 14,309
Depreciation and amortization 21,366 25,644 12,544
Provision for doubtful accounts 2,825 2,884 1,675
General and administrative 2,114 2,849 1,143
--------- ---------- ---------
Total expenses 99,693 111,604 64,043
Gain/(loss) on sale of real
estate/securities 34 34 (67)
Minority interest in income from
partnership (457) (739) -
-------- -------- -------
Net income $ 55,805 $ 66,783 $ 36,347
========= ========== =========
Net income per share:
Basic $0.63 $0.66 $0.62
===== ===== =====
Diluted $0.62 $0.64 $0.61
===== ===== =====
Excel acquired 22 properties from August 1997 to September 1998 which
are reflected in the pro forma results of operations for the five months ended
December 31, 1998 and 1997 above. As previously discussed, however, operations
of Excel are included in actual results only for the period from the Merger to
December 31, 1998. In addition to the acquisitions Excel has made, the Company
acquired 23 properties from August 1997 to December 1998.
Total revenues increased approximately $55.5 million to $155.9 million,
or 55%. Of the increase, $42.6 million related to additional revenues from Excel
as a result of the Merger. In addition to the Merger, the 23 properties that
were acquired since August 1997 accounted for $9.8 million of the increased
revenues in 1998 when compared to the five-month period ended December 31, 1997.
The remaining $3.1 million increase was primarily a result of net increases in
rentals from the remaining portfolio of properties.
Of the $155.9 million in revenue in 1998, $32.5 million related to the
54 garden apartment communities and $117.9 million related to the 301 property
retail portfolio (including four office buildings and two vacant land parcels).
Interest, dividend and other income accounted for $5.5 million in revenue. In
1997, $27.2 million of revenue related to the garden apartment portfolio, $71.6
million related to the retail portfolio, and $1.7 million related to interest
and dividends.
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Total expenses increased $35.7 million to $99.7 million, or 56%. Of the
increase, $27.2 million related to additional expenses from Excel as a result of
the Merger. In addition to the Merger, the properties that were acquired since
August 1997 accounted for $4.8 million of additional expenses, excluding
interest expense. Interest expense of $3.1 million related to the assumption of
$56.7 million in mortgage debt from the property acquisitions, and $50.0 million
of additional notes payable. The remaining $0.6 million relates to increased
expenses from the Company's existing portfolio.
Operating costs increased $7.5 million to $32.8 million, of which the
Merger accounted for $6.0 million. The properties acquired since August 1997
accounted for $2.4 million of increases and other properties accounted for a
decrease in operating costs of $0.9 million. Real estate and other taxes
increased $4.5 million to $13.5 million, of which $3.2 million related to Excel
as a result of the Merger, $0.9 million related to the properties acquired since
August 1997 and $0.4 million related to increases on the remaining portfolio.
Interest expense increased $12.9 million to $27.2 million, of which $9.8 million
related to the Merger and $3.1 million related to additional debt as described
above. Depreciation and amortization increased $8.9 million to $21.4 million, of
which $6.9 million related to the Merger and the remaining $2.0 million related
to the properties acquired since August 1997. Finally, provision for doubtful
accounts increased $1.1 million to $2.8 million, of which $0.4 million related
to the Merger, and general and administrative costs increased $1.0 million, of
which $0.9 million related to the Merger.
On a pro forma basis, total revenues increased $28.9 million to $179.1
million, or 19%. Of this increase, $28.2 million relates to the acquisition of
45 properties since August 1997. Also in 1997, the Company recognized income
from its equity investment in ERT in the amount of $1.8 million, compared to a
loss in 1998 of $1.1 million which is included in the expenses below. The
remaining difference in revenue between the periods is $2.5 million and is
primarily a result of net increases in rentals from the remaining portfolio of
properties.
On a pro forma basis, total expenses increased $18.0 million to $111.6
million, or 19%. Properties acquired since August 1997 accounted for $17.3
million, including increased interest expense from Excel of $3.1 million,
primarily related to additional debt related to acquisitions. General and
administrative expenses increased $0.5 million on a pro forma basis, but
remained 1.6% of total revenues. The remaining difference is a net decrease of
$0.9 million, which primarily relates to the Company's remaining portfolio of
properties.
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Funds From Operations
The Company calculates funds from operations ("FFO") as net income
attributable to common shareholders on a diluted basis before gain or loss on
sales of real estate and securities and before extraordinary items, plus
depreciation and amortization on real estate, amortized leasing commission costs
and the minority interest share of income. Effective January 1, 2000, the
Company adopted the NAREIT definition of FFO which requires the inclusion of
both recurring and non-recurring results of operations. The 1999 and 1998
calculations have been restated to conform to the NAREIT definition to include
non-recurring charges. FFO is not a substitute for cash flows from operations or
net income as defined by generally accepted accounting principles, and may not
be comparable to other similarly titled measures of other REITs. FFO is
presented because industry analysts and the Company consider FFO to be an
appropriate supplemental measure of performance of REITs. The following
information is included to show the items included in the Company's FFO for the
past periods indicated (in thousands, except per share amounts):
YEAR YEAR FIVE MONTHS
ENDED ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, JULY 31,
2000 1999 1998 1998
------------ ------------ ------------ ----------
Net income before extraordinary
item $122,323 $149,513 $55,805 $90,573
Preferred dividends (22,635) (22,777) (6,914) (5,850)
Minority interest 952 1,299 457 --
---------- ---------- -------- -----------
Net income applicable to common
shareholders - diluted 100,640 128,035 49,348 84,723
(Gains)/loss on real estate and
securities (9,200) (7,956) (34) 41
Dilutive preferred A dividends 3,200 3,343 -- --
Depreciation and amortization,
including
depreciation relating to
equity
investments 69,422 66,602 21,366 31,622
Impairment of real estate 3,620 -- -- --
----------- -------------- ------------ ---------
Funds from operations $167,682 $190,024 $70,680 $116,386
======== ======== ======= ========
Weighted average of common
shares outstanding - diluted 90,825 92,444 79,396 59,774
====== ====== ====== ======
FFO per share - diluted $1.85 $2.06 $0.89 $1.95
===== ===== ===== =====
Net cash provided by operating
activities $179,332 $165,855 $51,580 $121,507
======== ======== ======= ========
Net cash used in investing
activities ($9,772) ($87,207) ($61,099) ($113,846)
======== ========= ========= ==========
Net cash used in financing
activities ($179,224) ($81,765) ($2,814) ($24,158)
========== ========= ======== =========
Series A Preferred Stock has a dilutive effect on the FFO calculation.
On a pro forma basis, FFO would have been $83,974 for the five months ended
December 31, 1998, had the Merger been consummated on August 1, 1998.
ECONOMIC CONDITIONS
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The majority of the Company's leases contain provisions designed to
mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rents which generally increase as
prices rise but may be adversely impacted by tenant sales decreases, and/or
escalation clauses which are typically related to increases in the consumer
price index or similar inflation indices. In addition, the Company believes that
many of its existing lease rates are below current market levels for comparable
space and that upon renewal or re-rental such rates may be increased to or get
closer to current market rates. This belief is based upon an analysis of
relevant market conditions, including a comparison of comparable market rental
rates, and upon the fact that many of such leases have been in place for a
number of years and may not contain escalation clauses sufficient to match the
increase in market rental rates over such time. Most of the Company's leases
require the tenant to pay its share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing the Company's
exposure to increases in costs and operating expenses resulting from inflation.
In addition, the Company periodically evaluates its exposure to interest rate
fluctuations, and may enter into interest rate protection agreements which
mitigate, but do not eliminate, the effect of changes in interest rates on its
floating rate loans.
Many regions of the United States, including regions in which the
Company owns property, may experience economic recessions. Such recessions, or
other adverse changes in general or local economic conditions, could result in
the inability of some existing tenants of the Company to meet their lease
obligations and could otherwise adversely affect the Company's ability to
attract or retain tenants. The Company's shopping centers are typically anchored
by discount department stores, supermarkets and drug stores which usually offer
day-to-day necessities rather than high priced luxury items. These types of
tenants, in the experience of the Company, generally continue to maintain their
volume of sales despite a slowdown in economic conditions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 2000, the Company had approximately $51.1 million of
outstanding floating rate mortgages. In addition, the Company had $243.7 million
outstanding as of December 31, 2000 in connection with floating rate borrowings
under credit facilities. The Company does not believe that the interest rate
risk represented by its floating rate debt is material as of that date in
relation to the approximately $1.2 billion of outstanding total debt of the
Company, the approximately $2.9 billion of total assets of the Company and the
approximately $2.6 billion market capitalization of the Company's common stock
as of that date. In addition, as discussed below, the Company has fixed $125
million of floating rate borrowings through the use of an interest swap.
The Company was a party to one hedging agreement with respect to its
floating rate debt as of December 31, 2000. On October 11, 2000, the Company
entered into a two-year swap agreement with Fleet National Bank relating to $125
million of the Company's variable rate debt. The agreement effectively fixes the
annual interest rate of this debt at a base rate of 6.67% plus applicable
spreads associated with the Company's variable rate credit facilities. Hedging
agreements enable the Company to convert floating rate liabilities into fixed
rate liabilities. Hedging agreements expose the Company to the risk that the
counterparties to such 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 enters into are 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 existing hedging agreements or any
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hedging agreements that the Company may enter into in the future, would increase
the Company's interest expense, which would adversely affect cash flow and the
ability of the Company to service its debt. Future decreases in interest rates
will increase the Company's interest expense as compared to the floating rate
debt underlying the Company's hedging agreements and could result in the Company
making payments to unwind such agreements.
If market rates of interest on the Company's variable rate debt increase
by 10% (or approximately 70 basis points), the increase in interest expense on
the Company's variable rate debt would decrease future earnings and cash flows
by approximately $2.2 million. If market rates of interest increase by 10%, the
fair value of the Company's total outstanding debt would decrease by
approximately $9.1 million. If market rates of interest on the Company's
variable rate debt decrease by 10% (or approximately 70 basis points), the
decrease in interest expense on the Company's variable rate debt would increase
future earnings and cash flows by approximately $2.2 million. If market rates of
interest decreased by 10%, the fair value of the Company's total outstanding
debt would increase by approximately $9.1 million.
As of December 31, 2000, the Company had notes receivable in the total
amount of Canadian $14.2 million (approximately U.S. $9.5 million as of December
31, 2000). The Company does not believe that the foreign currency exchange risk
associated with these loans is material. The Company had no other material
exposure to market risk (including foreign currency exchange risk, commodity
price risk or equity price risk) as of December 31, 2000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item appear with an Index to
Financial Statements and Schedules, starting on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement for the Annual
Stockholders Meeting to be held in 2001 (the "Proxy Statement") under the
captions "Proposal 1--Election of Directors," "Executive Compensation and Other
Information" and "Other Matters--Section 16(a) Beneficial Ownership Reporting
Compliance."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Executive Compensation and Other Information."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Voting Securities of Certain Beneficial Owners and Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Certain Relationships and Related Transactions."
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements. The following documents are
filed as a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
(b) Reports on Form 8-K filed during the three months ended December
31, 2000.
1. Form 8-K filed on November 8, 2000, containing
Items 7 and 9.
(c) Exhibits. The following documents are filed as exhibits to this
report:
*3.1 Articles of Amendment and Restatement of the Charter of
the Company filed as Exhibit 3.01 to Amendment No. 1 to
the Company's Registration Statement on Form S-3, File
No. 33-59195.
*3.2 Articles of Amendment of Articles of Amendment and
Restatement of the Charter of the Company filed as
Exhibit 4.4 to the Company's Registration Statement on
Form S-3, File No. 333-65211.
*3.3 Amended and Restated Bylaws of the Company filed as
Exhibit 4.6 to the Company's Registration Statement on
Form S-3, File No. 333-65211.
*3.4 Amendments to the Bylaws of the Company, dated April 21,
1999, filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q/A for the quarter ended June 30, 1999.
*3.5 Amendments to the Bylaws of the Company, dated June 3,
1999, filed as Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q/A for the quarter ended June 30, 1999.
*3.6 Amendments to the Bylaws of the Company, dated February 7,
2000, filed as Exhibit 3.6 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
*4.1 Articles Supplementary classifying 4,600,000 shares of
preferred stock as 8 1/2% Series A Cumulative Convertible
Preferred Stock filed as Exhibit 4.01 to the Company's
Current Report on Form 8-K dated February 7, 1997.
*4.2 Articles Supplementary classifying 690,000 shares of
preferred stock as 8 5/8% Series B Cumulative Redeemable
Preferred Stock filed as Exhibit 4.02 to the Company's
Current Report on Form 8-K dated January 14, 1998.
*4.3 Articles Supplementary relating to the Series C Junior
Participating Preferred Stock of the Company, which may in
the future be issued under the Company's Rights Plan filed
as Exhibit 4.3 to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1998.
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33
*4.4 Articles Supplementary classifying 150,000 shares of
preferred stock as 7.80% Series D Cumulative Voting
Step-Up Premium Rate Preferred Stock filed as Exhibit 4.5
to the Company's Registration Statement on Form S-3, File
No. 333-65211.
*10.1 Amended and Restated 1993 Stock Option Plan of the Company
filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8, File No. 333-65223.
*10.2 Amendment to the Amended and Restated 1993 Stock Option
Plan of the Company, dated May 28, 1998, dated September
28, 1998, filed as Exhibit 10.4 to the Company's Annual
Report on Form 10-K/A for the year ended December 31,
1998.
*10.3 Amendment to the Amended and Restated 1993 Stock Option
Plan of the Company, dated February 8, 1999, filed as
Exhibit 10.5 to the Company's Annual Report on Form 10-K/A
for the year ended December 31, 1998.
*10.4 Amendment to the Amended and Restated 1993 Stock Option
Plan of the Company, dated April 21, 1999, filed as
Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
*10.5 Amendment to the Amended and Restated 1993 Stock Option
Plan of the Company, dated February 17, 2000, filed as
Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
*10.6 Directors' Amended and Restated 1994 Stock Option Plan of
the Company, dated May 10, 1996, filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1998.
*10.7 Amendment to the Amended and Restated 1994 Directors'
Stock Option Plan of the Company, dated September 28,
1998, filed as Exhibit 10.9 to the Company's Annual Report
on Form 10-K/A for the year ended December 31, 1998.
*10.8 Amendment to the Amended and Restated 1994 Directors'
Stock Option Plan of the Company, dated February 17, 2000,
filed as Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
*10.9 Amendment to the Amended and Restated 1994 Directors'
Stock Option Plan of the Company, effective as of May 24,
2000, filed as Exhibit 10.6 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000.
*10.10 New Plan Realty Trust 1997 Stock Option Plan filed as
Exhibit 4.1 to the Company's Registration Statement on
Form S-8, File No. 333-65221.
*10.11 New Plan Realty Trust 1991 Stock Option Plan, as amended,
filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-8, File No. 333-65221.
*10.12 Amended and Restated New Plan Realty Trust 1985 Incentive
Stock Option Plan filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8, File No. 333-65221.
*10.13 New Plan Realty Trust March 1991 Stock Option Plan and
Non-Qualified Stock Option Plan filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-8, File No.
333-65221.
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34
*10.14 Credit Agreement, dated as of November 17, 1999, by and
among New Plan Excel Realty Trust, Inc., the lenders party
thereto, The Bank of New York, as administrative agent,
and Bank One, NA and BankBoston, N.A., each as
co-documentation agent, filed as Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
*10.15 Amendment No. 1 to Credit Agreement, dated as of June 27,
2000, by and among the Company, the lenders party thereto,
The Bank of New York, as administrative agent, and Bank
One, NA and BankBoston, N.A., each as co-documentation
agent, filed as Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000.
10.16 Amendment No. 2 to Credit Agreement, dated as of October
16, 2000, by and among the Company, the lenders party
thereto, The Bank of New York, as administrative agent,
and Bank One, NA and Fleet National Bank, f/k/a
BankBoston, N.A., each as co-documentation agent.
10.17 Amendment No. 3 to Credit Agreement, dated as of
November 3, 2000, by and among the Company, the lenders
party thereto, The Bank of New York, as administrative
agent, and Bank One, NA and Fleet National Bank, f/k/a
BankBoston, N.A., each as co-documentation agent.
*10.18 Guaranty, dated as of November 17, 1999, by and among New
Plan Realty Trust, Excel Realty Trust - ST, Inc. and The
Bank of New York, as administrative agent, filed as
Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
*10.19 Credit Agreement, dated as of November 17, 1999, by and
among New Plan Excel Realty Trust, Inc., the lenders party
thereto, The Bank of New York, as administrative agent,
and Bank One, NA and BankBoston, N.A., each as
co-documentation agent, filed as Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
*10.20 Amendment No. 1 to Credit Agreement, dated as of June 27,
2000, by and among the Company, the lenders party thereto,
The Bank of New York, as administrative agent, and Bank
One, NA and BankBoston, N.A., each as co-documentation
agent, filed as Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000.
10.21 Amendment No. 2 to Credit Agreement, dated as of
November 3, 2000, by and among the Company, the lenders
party thereto, The Bank of New York, as administrative
agent, and Bank One, NA and Fleet National Bank, f/k/a
BankBoston, N.A., each as co-documentation agent
33
35
*10.22 Guaranty, dated as of November 17, 1999, by and among New
Plan Realty Trust, Excel Realty Trust - ST, Inc. and The
Bank of New York, as administrative agent, filed as
Exhibit 10.16 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
*10.23 Indenture, dated as of May 8, 1995, between the Company
and State Street Bank and Trust Company of California,
N.A. (as successor to the First National Bank of Boston)
filed as Exhibit 4.01 to the Company's Registration
Statement on Form S-3, File No. 33-59195, as amended, on
May 9, 1995.
*10.24 First Supplemental Indenture, dated as of April 4, 1997,
between the Company and State Street Bank and Trust
Company of California, N.A. filed as Exhibit 4.02 to the
Company's Registration Statement on Form S-3, File No.
333-24615, as amended, on April 4, 1997.
*10.25 Second Supplemental Indenture, dated as of July 3, 1997,
between the Company and State Street Bank and Trust
Company of California, N.A. filed as Exhibit 4.01 to the
Company's Current Report on Form 8-K dated July 3, 1997.
*10.26 Senior Securities Indenture, dated as of March 29, 1995,
between New Plan Realty Trust and The First National Bank
of Boston, as Trustee filed as Exhibit 4.2 to New Plan
Realty Trust's Registration Statement on Form S-3, File
No. 33-60045.
*10.27 First Supplemental Indenture, dated as of August 5, 1999,
by and among New Plan Realty Trust, New Plan Excel Realty
Trust, Inc. and State Street Bank and Trust Company filed
as Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
*10.28 Senior Securities Indenture, dated as of February 3, 1999,
among the Company, New Plan Realty Trust, as guarantor,
and State Street Bank and Trust Company, as Trustee, filed
as Exhibit 4.1 to the Company's Current Report on Form 8-K
dated February 3, 1999.
*10.29 Amended and Restated Agreement of Limited Partnership of
Excel Realty Partners, L.P., dated as of June 25, 1997,
filed as Exhibit 10.20 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
*10.30 First Amendment to Amended and Restated Agreement of
Limited Partnership of Excel Realty Partners, L.P., dated
as of August 20, 1999, by and among New Plan DRP Trust,
New Plan Excel Realty Trust, Inc. and the current and
future partners in the partnership filed as Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
*10.31 Agreement and Plan of Merger, dated May 14, 1998, as
amended as of August 7, 1998, among the Company, ERT
Merger Sub, Inc. and New Plan Realty Trust filed, as
Exhibit 2.1 to the Company's Registration Statement on
Form S-4, File No. 333-61131.
34
36
*10.32 Rights Agreement, dated as of May 15, 1998, between the
Company and BankBoston, N.A., filed as Exhibit 4 to the
Company's Report on Form 8-A dated May 19, 1998.
*10.33 First Amendment to Rights Agreement, dated as of
February 8, 1999, between the Company and BankBoston, N.A.
filed as Exhibit 4.1 to the Company's Report on Form
8-A/A (Amendment No.1) dated May 5, 1999.
*10.34 Dividend Reinvestment and Share Purchase Plan, included in
the prospectus of the Company filed pursuant to Rule
424(b)(3), File No. 333-65211, on April 20, 2000.
*10.35 Employment Agreement, dated as of September 17, 1998, by
and between the Company and William Newman, filed as
Exhibit 10.39 to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1998.
*10.36 Employment Agreement, dated as of February 23, 2000, by
and between the Company and Glenn J. Rufrano, filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K,
dated March 9, 2000.
*10.37 Employment Agreement, dated as of April 14, 2000, by and
between the Company and John Roche, filed as Exhibit 10.15
to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
*10.38 Employment Agreement, dated as of September 14, 2000, by
and between the Company and Leonard Brumberg, filed as
Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000.
10.39 Employment Agreement, dated as of September 25, 1998, by
and between the Company and Dean Bernstein.
*10.40 Employment Agreement, dated as of September 25, 1998, by
and between the Company and Steven F. Siegel, filed as
Exhibit 10.45 to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1998.
*10.41 Support Agreement, dated as of May 14, 1998, by William
Newman to the Company, filed as Exhibit 10.7 to the
Company's Registration Statement on Form S-4, File No.
333-61131, dated August 11, 1998.
*10.42 Agreement, dated as of February 23, 2000, by and between
the Company and Arnold Laubich, filed as Exhibit 10.9 to
the Company's Current Report on Form 8-K, dated March 9,
2000.
*10.43 Agreement, dated as of May 5, 2000, by and between the
Company and James M. Steuterman, filed as Exhibit 10.16 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
10.44 Agreement, dated as of December 19, 2000, by and between
the Company and James DeCicco.
35
37
*10.45 Amended and Restated Guaranty of Payment, dated as of
April 28, 2000, by the Company (Pointe Orlando), filed as
Exhibit 10.7 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000.
*10.46 Amended and Restated Unconditional Guaranty of Payment
and Performance, dated as of April 5, 2000, by the
Company (Briar Preston Ridge), filed as Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000.
*10.47 Guaranty, dated as of April 5, 2000, by the Company for
the benefit of Bank One, Texas, National Association
(Briar Preston Ridge), filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.
*10.48 Term Loan Agreement, dated as of March 7, 2000, between
the Company and Fleet National Bank, filed as Exhibit
10.41 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
*10.49 Amendment No. 1 to Term Loan Agreement, dated as of June
27, 2000, between the Company and Fleet National Bank,
filed as Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000.
10.50 Amendment No. 2 to Term Loan Agreement, dated as of
November 3, 2000, between the Company and Fleet National
Bank
10.51 Amendment No. 3 to Term Loan Agreement, dated as of
March 2, 2001, between the Company and Fleet National Bank
*10.52 Guaranty, dated as of March 7, 2000, by the Trust and
Excel Realty Trust - ST, Inc., filed as Exhibit 10.42 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
*10.53 Stock Option Agreement, dated as of February 23, 2000, by
and between the Company and Glenn J. Rufrano (relating to
460,976 options), filed as Exhibit 10.2 to the Company's
Current Report on Form 8-K, dated March 9, 2000.
*10.54 Stock Option Agreement, dated as of February 23, 2000, by
and between the Company and Glenn J. Rufrano (relating to
39,024 options), filed as Exhibit 10.3 to the Company's
Current Report on Form 8-K, dated March 9, 2000.
*10.55 Stock Option Agreement, dated as of February 23, 2000, by
and between the Company and Glenn J. Rufrano (relating to
200,000 options), filed as Exhibit 10.4 to the Company's
Current Report on Form 8-K, dated March 9, 2000.
36
38
*10.56 Stock Option Agreement, dated as of February 23, 2000, by
and between the Company and Glenn J. Rufrano (relating to
515,121 options), filed as Exhibit 10.5 to the Company's
Current Report on Form 8-K, dated March 9, 2000.
*10.57 Recourse Promissory Note, dated February 23, 2000, made by
Glenn J. Rufrano in favor of the Company, filed as Exhibit
10.6 to the Company's Current Report on Form 8-K, dated
March 9, 2000.
*10.58 Limited Recourse Promissory Note, dated February 23, 2000,
made by Glenn J. Rufrano in favor of the Company, filed as
Exhibit 10.7 to the Company's Current Report on Form 8-K,
dated March 9, 2000.
*10.59 Stock Pledge Agreement, dated February 23, 2000 between
the Company and Glenn J. Rufrano, filed as Exhibit 10.8 to
the Company's Current Report on Form 8-K, dated
March 9, 2000.
12 Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP.
-----------------------
*Incorporated herein by reference as above indicated.
(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.
37
39
NEW PLAN REALTY TRUST INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
1. CONSOLIDATED STATEMENTS
Report of Independent Accountants......................................................F-2
Consolidated Balance Sheets
December 31, 2000 and December 31, 1999..............................................F-3
Consolidated Statements of Income and Comprehensive Income
for the Years ended December 31, 2000 and December 31, 1999, the Five Months ended
December 31, 1998 and the Year ended July 31, 1998...................................F-4
Consolidated Statements of Changes in Shareholders' Equity for the Years ended
December 31, 2000 and December 31, 1999, the Five Months ended December 31, 1998 and
the Year ended July 31, 1998.........................................................F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2000 and
December 31, 1999, the Five Months ended December 31, 1998 and
the Year ended July 31, 1998.........................................................F-6
Notes to Consolidated Financial Statements.............................................F-7
2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:
Schedule II - Valuation and Qualifying Accounts.......................................F-26
Schedule III - Real Estate and Accumulated Depreciation...............................F-27
Schedule IV - Mortgage Loans on Real Estate...........................................F-53
40
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of New Plan Excel Realty Trust, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of New Plan Excel Realty Trust, Inc. and its subsidiaries at December
31, 2000 and 1999, and the results of their operations and their cash flows for
each of the years ended December 31, 2000 and 1999, the five months ended
December 31, 1998 and the year ended July 31, 1998, in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedules listed in the
accompanying index present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedules are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 23, 2001
F-2
41
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS)
ASSETS
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Real estate:
Land $532,240 $552,146
Building and improvements 2,310,036 2,328,499
Accumulated depreciation (261,504) (216,274)
--------- ---------
Net real estate 2,580,772 2,664,371
Real Estate held for sale 9,104 --
Cash and cash equivalents 1,170 10,834
Marketable securities 1,531 1,190
Receivables:
Trade, less allowance for doubtful accounts
of $12,816 and $13,897 at December 31, 2000
and December 31, 1999, respectively 43,454 30,225
Other, net 11,620 15,825
Mortgages and notes receivable 58,553 59,142
Prepaid expenses and deferred charges 9,320 13,076
Investment in and loans to ERT Development
Corporation 170,004 150,432
Other assets 8,903 8,046
------------- -------------
Total assets $2,894,431 $2,953,141
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages payable, including unamortized
premium of $7,753 and $9,921 at December 31, 2000
and 1999, respectively $328,803 $341,643
Notes payable, net of unamortized discount of
$2,008 and $2,264 at December 31, 2000 and
December 31, 1999, respectively 612,992 662,736
Credit facilities 243,750 188,721
Capital leases 29,431 27,351
Other liabilities 92,145 88,591
Tenant security deposits 7,791 7,480
---------- -----------
Total liabilities 1,314,912 1,316,522
--------- ---------
Minority interest in partnership 23,909 25,100
----------- -----------
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, Series A: $.01 par value,
25,000 shares authorized: 4,600 shares designated
as 8 1/2% Series A Cumulative Convertible Preferred,
1,507 outstanding at December 31, 2000 and 1999;
Series B: 6,300 depository shares, each representing
1/10 of one share of 8 5/8% Series B Cumulative
Redeemable Preferred, 630 outstanding at December 31,
2000 and 1999; Series D: 1,500 depositary shares, each
representing 1/10 of one share of Series D Cumulative
Voting Step-Up Premium Rate Preferred, 150 shares
outstanding at December 31, 2000 and 1999. 23 23
Common stock, $.01 par value, 250,000 shares
authorized; 87,320 and 87,555 shares issued and
outstanding as of December 31, 2000 and 1999, respectively. 873 875
Additional paid-in capital 1,695,994 1,708,186
Accumulated other comprehensive income 555 214
Accumulated distribution in excess of net income (141,835) (97,779)
--------- -----------
Total stockholders' equity 1,555,610 1,611,519
--------- ---------
Total liabilities and
stockholders' equity $2,894,431 $2,953,141
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
42
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999,
THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND THE YEAR ENDED JULY 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED YEAR ENDED FIVE MONTHS ENDED YEAR ENDED
---------- ---------- ----------------- ----------
DECEMBER 31, 2000 DECEMBER 31, 1999 DECEMBER 31, 1998 JULY 31, 1998
----------------- ----------------- ----------------- -------------
Revenues:
Rental income and related revenues $411,263 $414,481 $150,411 $246,309
Interest, dividend and other income 12,123 23,546 5,510 3,950
-------- -------- --------- ---------
Total revenues 423,386 438,027 155,921 250,259
------- ------- ------- -------
Expenses:
Operating costs 88,679 90,612 32,764 61,417
Real estate and other taxes 42,319 38,929 13,456 22,850
Interest 92,915 81,412 27,168 36,815
Depreciation and amortization 64,499 62,912 21,366 31,622
Provision for doubtful accounts 4,825 6,144 2,825 4,171
Non-recurring charge 4,945 8,497 -- --
General and administrative 7,509 6,665 2,114 2,770
----------- ----------- ---------- ---------
Total expenses 305,691 295,171 99,693 159,645
----------- ----------- ---------- ---------
Income before sales of real
estate and securities, impairment
of real estate and minority
interest 117,695 142,856 56,228 90,614
Gain/(loss) on sale of real estate
and securities 9,200 7,956 34 (41)
Impairment of real estate (3,620) -- -- --
Minority interest in income of
partnership (952) (1,299) (457) --
----------- ----------- ---------- ---------
Net income before extraordinary item 122,323 149,513 55,805 90,573
Extraordinary item, early
extinguishment of debt 758 -- -- --
----------- ----------- ---------- ---------
Net income 123,081 149,513 55,805 90,573
Other comprehensive income (loss):
Unrealized gain (loss) on
securities for the period 341 (512) (87) (244)
----------- ----------- ---------- ---------
Comprehensive income $123,422 $149,001 $55,718 $90,329
======== ======== ======= =======
Net income available to common
stock - basic $100,446 $126,736 $48,891 $84,723
======== ======== ======= =======
Net income available to common
stock - diluted $101,398 $128,035 $49,348 $84,723
======== ======== ======= =======
Basic earnings per common share
before extraordinary item $1.14 $1.43 $0.63 $1.43
===== ===== ===== =====
Diluted earnings per common share
before extraordinary item $1.13 $1.42 $0.62 $1.42
===== ===== ===== =====
Basic earnings per common share
after extraordinary item , if any $1.15 $1.43 $0.63 $1.43
===== ===== ===== =====
Diluted earnings per common share
after extraordinary item, if any $1.14 $1.42 $0.62 $1.42
===== ===== ===== =====
Average shares outstanding - basic 87,608 88,662 77,481 59,365
====== ====== ====== ======
Average shares outstanding - diluted 88,951 90,440 79,396 59,774
====== ====== ====== ======
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
43
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR
THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS)
SHARES OF BENEFICIAL ADDITIONAL
-------------------- -----------
INTEREST/ PAID-IN
--------- -------
PREFERRED STOCK COMMON STOCK CAPITAL
--------------- ------------ -------
NUMBER AMOUNT NUMBER AMOUNT
------ ------ ------ ------
Balance at July 31,
1997 150 $72,775 58,934 $738,011 $--
Net income -- -- -- -- --
Dividends -- -- -- -- --
Dividend reinvestment -- -- 765 18,197 --
Exercise of stock
options -- -- 175 3,645 --
Unrealized holding
gain on
marketable
securities -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at July 31,
1998 150 72,775 59,874 759,853 --
Net income -- -- -- -- --
Dividends -- -- -- -- --
Dividend reinvestment -- -- 235 4,373 --
Merger transactions 2,755 (72,746) 28,275 (763,342) 1,735,207
Unrealized holding
gain on
marketable
securities -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Balance at December
31, 1998 2,905 29 88,384 884 1,735,207
Net income -- -- -- -- --
Dividends -- -- -- -- --
Dividend reinvestment -- -- 907 9 17,155
Exercise of stock
options -- -- 66 1 1,334
Shares repurchased and
retired -- -- (2,457) (25) (45,510)
Conversion of
preferred shares (618) (6) 655 6 --
Unrealized holding
loss on
marketable securities -- -- -- -- --
-------- ----- ---------- ------ ----
Balance at December
31, 1999 2,287 $23 87,555 $875 $1,708,186
Net income -- -- -- -- --
Dividends -- -- -- -- --
Exercise of stock
options -- -- 515 5 6,595
Shares repurchased and
retired -- -- (750) (7) (10,784)
Employee loans -- -- -- -- (8,003)
Unrealized holding
gain on
marketable securities -- -- -- -- --
--------- ------- ----------- ----------- ---
Balance at December
31, 2000 2,287 $23 87,320 $873 $1,695,994
===== === ====== ==== ==========
ACCUMULATED ACCUMULATED
----------- -----------
OTHER DISTRIBUTIONS TOTAL
----- ------------- -------
COMPREHENSIVE IN EXCESS OF STOCKHOLDERS'
------------- ------------ ------------
INCOME NET INCOME EQUITY
------ ---------- ------
Balance at July 31,
1997 $1,057 ($64,074) $747,769
Net income -- 90,573 90,573
Dividends -- (93,107) (93,107)
Dividend reinvestment -- -- 18,197
Exercise of stock
options -- -- 3,645
Unrealized holding
gain on
marketable
securities (244) -- (244)
--------- ---------- -----
Balance at July 31,
1998 813 (66,608) 766,833
Net income -- 55,805 55,805
Dividends -- (63,801) (63,801)
Dividend reinvestment -- -- 4,373
Merger transactions -- -- 899,119
Unrealized holding
gain on
marketable
securities (87) -- (87)
---------- ---------- ----------
Balance at December
31, 1998 726 (74,604) 1,662,242
Net income -- 149,513 149,513
Dividends -- (172,688) (172,688)
Dividend reinvestment -- -- 17,164
Exercise of stock
options -- -- 1,335
Shares repurchased and
retired -- -- (45,535)
Conversion of
preferred shares -- -- --
Unrealized holding
loss on
marketable securities (512) -- (512)
------ ----- ------
Balance at December
31, 1999 $214 ($97,779) $1,611,519
Net income -- 123,081 123,081
Dividends -- (167,137) (167,137)
Exercise of stock
options -- -- 6,600
Shares repurchased and
retired -- -- (10,791)
Employee loans -- -- (8,003)
Unrealized holding
gain on
marketable securities 341 -- 341
--- -------- ---
Balance at December
31, 2000 555 ($141,835) $1,555,610
=== ========== ==========
The accompanying notes are an integral part of the consolidated financial
statements
F-5
44
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS
ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999,
THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND THE YEAR ENDED JULY 31, 1998
(IN THOUSANDS)
FIVE MONTHS
-----------
YEAR ENDED YEAR ENDED ENDED YEAR ENDED
---------- ---------- ----- ----------
DECEMBER 31, DECEMBER 31, DECEMBER 31, JULY 31,
------------ ------------ ------------ --------
2000 1999 1998 1998
---- ---- ---- ----
Cash flows from operating activities:
Net income $123,081 $149,513 $55,805 $90,573
Adjustments to reconcile net income to net
cash provided by
Operations:
Depreciation and amortization 64,499 62,912 21,366 31,622
Amortization of net premium/discount
on mortgages and
Notes payable (1,153) (3,547) -- --
Amortization of deferred debt and loan
acquisition costs 1,035 -- -- --
Foreign currency loss (gain) 437 (674) -- --
Provision for doubtful accounts 2,902 6,144 2,825 4,171
(Gain)/loss on sale of real estate
and securities, net (9,200) (7,956) (34) 41
Minority interest in income of
partnership 952 1,299 457 --
Extraordinary item (758) -- -- --
Impairment of real estate assets 3,620 -- -- --
Equity in loss/(income) of affiliate 17,867 3,169 1,123 --
Cash received in connection with the
Merger -- -- 4,892 --
Change in investment in and accrued
interest on loans to ERT Development
Corporation (11,185) (10,977) -- --
Changes in operating assets and
liabilities, net:
Change in trade and notes receivable (15,125) (12,947) (6,673) (6,161)
Change in other receivables (3,531) (7,739) (13,257) 88
Change in other liabilities 4,646 (1,950) (18,076) 4,161
Change in sundry assets and
liabilities 1,245 (11,392) 3,152 (2,988)
-------- -------- --------- ---------
Net cash provided by
operating activities 179,332 165,855 51,580 121,507
-------- -------- --------- ---------
Cash flows from investing activities:
Real estate acquisitions and building
improvements (33,742) (55,719) (34,959) (123,036)
Proceeds from real estate sales, net 52,253 28,350 329 (67)
Advances for mortgage notes receivable, net (4,609) (14,373) (26,948) --
Loans to ERT Development Corporation (39,324) (28,845) -- --
Repayments from ERT Development Corporation 13,034 -- -- --
Repayments of mortgage notes receivable 2,616 5,713 479 9,229
Sales of marketable securities -- 84 -- 29
Purchases of marketable securities -- (2) -- (1)
Purchase of minority interest -- (22,415) -- --
-------- -------- --------- ---------
Net cash used in investing
activities (9,772)) (87,207) (61,099) (113,846)
-------- -------- --------- ---------
Cash flows from financing activities:
Proceeds from issuing notes -- 224,000 135,500 50,000
Principal payments of mortgages and notes
payable (108,877) (98,850) (113,427) (3,401)
Dividends paid (167,043) (166,443) (28,934) (93,107)
Proceeds from mortgages payable 48,000 -- -- --
Minority interest distributions paid (2,143) (3,249) (910) --
Issuance of common stock/beneficial
interest -- -- 4,673 21,842
Proceeds from dividend reinvestment plan -- 17,164 -- --
Repayment of credit facility (181,970) (458,417) -- --
Proceeds from credit facility borrowing 237,000 446,637 -- --
Proceeds from exercise of stock options 6,600 1,335 -- --
Payments for the repurchase of common stock (10,791) (43,942) -- --
Repayment of loans receivable for the
purchase of common stock -- -- 284 508
-------- -------- --------- ---------
Net cash ( used in) provided
by financing activities (179,224) (81,765) (2,814) (24,158)
-------- -------- --------- ---------
Net increase (decrease) in
cash and cash equivalents (9,664) (3,117) (12,333) (16,497)
Cash and cash equivalents at beginning of year 10,834 13,951 26,284 42,781
-------- -------- --------- ---------
Cash and cash equivalents at end of year $1,170 $10,834 $13,951 $26,284
====== ======= ======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
45
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION
Excel Realty Trust, Inc. ("Excel") was formed in 1985 and subsequently
reincorporated as a Maryland corporation. New Plan Realty Trust (the "Trust")
was organized in 1972 as a Massachusetts business trust. On September 28, 1998,
Excel and the Trust consummated a merger pursuant to an Agreement and Plan of
Merger dated as of May 14, 1998, as amended as of August 7, 1998 (the "Merger
Agreement"), whereby ERT Merger Sub, Inc., a wholly owned subsidiary of Excel,
was merged with and into the Trust with the Trust surviving as a wholly owned
subsidiary of Excel (the "Merger"). The Merger was approved by the stockholders
of Excel and the shareholders of the Trust at special meetings held on September
25, 1998. In connection with the consummation of the Merger, Excel changed its
name to New Plan Excel Realty Trust, Inc. (the "Company"). The Company is
operated as a self-administered, self-managed real estate investment trust
("REIT") which owns and operates residential and retail properties throughout
the United States.
CHANGE IN FISCAL YEAR
As discussed in Note 21 below, the Merger was treated as a purchase by
the Trust of assets and liabilities of Excel using the purchase method of
accounting in the accompanying consolidated financial statements. Because the
Trust, as the accounting acquirer, had a fiscal year end of July 31, immediately
following the Merger the Company and the Trust adopted a fiscal year end of
December 31, beginning with a short fiscal year ending on December 31, 1998. The
actual results of operations for the five-month period ended December 31, 1998
include operations of Excel only from September 28, 1998 to December 31, 1998.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of the Company, its wholly owned subsidiaries and Excel Realty Partners, L.P., a
Delaware limited partnership ("ERP"). All significant intercompany transactions
and balances have been eliminated. The Company uses the equity method to account
for its investment in ERT Development Corporation ("ERT"), a Delaware
corporation (Note 6).
INCOME TAXES
The Company has elected to be treated as a REIT under Sections 856
through 860 of the Internal Revenue Code of 1986. In order to maintain its
qualification as a REIT, among other things, as of December 31, 2000, the
Company was required to distribute at least 95% of its REIT taxable income to
its stockholders and meet certain tests regarding the nature of its income and
assets. This requirement was reduced to 90% beginning in 2001. As a REIT, the
Company is not subject to federal income tax with respect to that portion of its
income which meets certain criteria and is distributed annually to the
stockholders. Accordingly, no provision for federal income taxes is included in
the accompanying consolidated financial statements. The Company plans to
continue to operate so that it meets the requirements for taxation as a REIT.
Many of these requirements, however, are highly technical and complex. If the
Company were to fail to meet these requirements, the Company would be subject to
Federal income tax. The Company may be subject to tax by certain states that do
not recognize a Real Estate Investment Trust as a legal entity. Provision for
such taxes has been included in real estate and other taxes.
CASH EQUIVALENTS
Cash equivalents consist of short-term, highly liquid debt instruments
with original maturities of three months or less. Items classified as cash
equivalents include insured bank certificates of deposit and commercial paper.
At times, cash balances at a limited number of banks may exceed insurable
amounts. The Company believes it mitigates its risk by investing in or through
major financial institutions.
F-7
46
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
REAL ESTATE
Land, buildings and building improvements are recorded at cost.
Depreciation is computed using the straight-line method over estimated useful
lives of 35 and 40 years for buildings and 5 to 40 years for building
improvements. Tenant improvements are depreciated using the straight-line method
over the life of the lease. Expenditures for maintenance and repairs are charged
to expense as incurred and significant renovations are capitalized.
The Company assesses whether there has been a permanent impairment in
the value of its real estate by comparing its carrying amount to the aggregate
undiscounted future cash flows without interest charges. Such cash flows
consider factors such as expected future operating income, trends and prospects
as well as the effects of demand, competition and other economic factors. Such
market factors include a lessee's ability to pay rent under the terms of the
lease. If a property is leased at a significantly lower rent, the Company may
recognize a loss if the income stream is not sufficient to recover its
investment.
DEFERRED LEASING AND LOAN ACQUISITION COSTS
Costs incurred in obtaining tenant leases are amortized on the
straight-line method over the terms of the related leases. Costs incurred in
obtaining long-term financing are amortized over the life of the loan and
charged to interest expense over the terms of the related debt agreements which
approximates the effective interest method.
REVENUE RECOGNITION
Rental revenue is recognized on the straight-line basis, which averages
minimum rents over the terms of the leases. Certain of the leases provide
revenues for additional rental revenue by way of percentage rents to be paid
based upon the level of sales achieved by the lessee. These percentage rents are
recorded once the required sales level is achieved. The leases also typically
provide for tenant reimbursement of common area maintenance and other operating
expenses.
NET INCOME PER SHARE OF COMMON STOCK
Basic earnings per share ("EPS") is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS is computed giving effect to all
dilutive potential common shares that were outstanding during the period.
Dilutive potential common shares consist of the incremental common shares
issuable upon the conversion of convertible preferred stock (using the "if
converted" method), exercise of stock options and upon conversion of ERP limited
partnership interests for all periods.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
The most significant assumptions and estimates relate to depreciable lives,
impairments of real estate, the recovery of mortgage notes and trade accounts
receivables and recovery of the Company's interest in ERT.
RECLASSIFICATIONS
Certain amounts in prior years have been reclassified to conform to the
classification used in 2000.
F-8
47
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
2. RECENTLY ISSUED ACCOUNTING STANDARDS
DISCLOSURES UNDER SFAS NO. 133:
The Company adopted SFAS No. 133/138, Accounting for Derivative
Instruments and Hedging Activities, effective January 1, 2001. This new
accounting standard requires companies to carry all derivative instruments,
including certain embedded derivatives, in the statement of financial condition
at fair value. The accounting for changes in the fair value of a derivative
instrument depends on whether it has been designated and qualifies as part of a
hedging relationship and, if so, on the reason for holding it. The Company uses
only qualifying hedges that are designated specifically to reduce exposure to
interest rate risk by locking in the expected future cash payments on certain
liabilities. This is typically accomplished using an interest rate swap. For
financial reporting purposes, the gain or loss on the interest rate swap is
recorded as a component of equity.
In connection with the adoption of SFAS No. 133/138 in January 2001, the
Company will record a net transition adjustment of $2.124 million in accumulated
other comprehensive income (equity) at that time. Adoption of the standard also
resulted in the Company recognizing $2.124 million of derivative instrument
liabilities. In general, the amount of volatility will vary with the level of
derivative activities during any period.
3. MARKETABLE SECURITIES:
The Company has classified all investments in equity securities as
available-for-sale. All investments are recorded at current market value with
an offsetting adjustment to stockholders' equity (in thousands):
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Cost basis $ 976 $ 976
Unrealized holding gains 555 214
------ -------
Fair value $1,531 $1,190
====== ======
The weighted average method is used to determine realized gain or
loss on securities sold. The fair value of marketable securities is based
upon quoted market prices as of December 31, 2000 and 1999.
F-9
48
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
4. MORTGAGES, NOTES AND OTHER RECEIVABLES:
The Company had the following mortgages and notes receivable (in
thousands):
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Notes from development companies, monthly interest from 11%
to 12% per annum. Maturity dates vary depending upon the
completion or sale of certain properties. $34,344 $33,334
Note from a development company, effective interest rate of
10%, payable in Canadian dollars. Due May 2003. 9,477 11,113
Purchase money first mortgages, interest at 7.2% to 10%.
Due 2000 to 2003. 12,121 10,738
Leasehold mortgages, interest at 10% to 12%. Due 2008. 2,311 2,650
Other 300 1,307
---------- ---------
Total $58,553 $59,142
======= =======
The Company has notes receivable in the total amount of Canadian
$14,178,550 and Canadian $16,050,000 at December 31, 2000 and 1999,
respectively (US$9,477,000 and US$11,113,000 at December 31, 2000 and
1999, respectively) from a Canadian company which used the proceeds to
acquire a 50% joint venture interest in a mixed-use commercial building
known as "Atrium on the Bay", and an adjacent building in Toronto,
Canada. The loan is collateralized by the Canadian company's interest in
the joint venture. During 2000 Canadian $10,000,000 (US$6,407,000) was
repaid to the Company. Of this amount, US$5,208,000 was applied to
accrued interest and US$1,199,000 was applied to the principal balance.
The Company established $43,646,000 in credit facilities to certain
developers. The total outstanding amounts on the credit facilities of
$34,344,000 carry interest at 11% to 12% and are payable on the earlier
of the sale of real estate or 2004.
At December 31, 2000 and 1999, $9,759,000 and $9,663,000,
respectively, of the other receivables on the accompanying balance sheet
represents interest and dividends receivable, most of which represents
interest receivable related to notes from development companies. The
Company has assessed its ability to collect these receivables and
expects to realize interest and principal in accordance with the terms
of the notes.
5. EXCEL REALTY PARTNERS, L.P.:
In 1995, ERP, a consolidated entity, was formed to own and manage
certain real estate properties. A wholly owned subsidiary of the Company
is the sole general partner of ERP and is entitled to receive 99% of all
net income and gains before depreciation, if any, after the limited
partners receive their net income and gain allocations. Properties have
been contributed to ERP in exchange for limited partnership units (which
may be redeemed at stipulated prices for cash or the issuance of the
Company common shares at the Company's option), cash and the assumption
of mortgage debt. These units can convert to Company shares at exchange
ratios from 1.0 to 1.4 Company shares for each unit. At both December
31, 2000 and 1999, there were approximately 3,256,000 limited partner
units outstanding of which the Company owned approximately 2,164,000
units. During 2000 the Company did not acquire any additional units.
During 1999, the Company acquired an additional 634,000 units for $22.4
million in cash.
F-10
49
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
6. ERT DEVELOPMENT CORPORATION:
In 1995, ERT was organized to finance, acquire, develop, hold and
sell real estate in the short-term for capital gains and/or to receive
fee income. The Company owns 100% of the outstanding preferred shares of
ERT. An officer and director of the Company owns all the common shares.
The preferred shares are entitled to receive 95% of dividends, if any,
and bears 100% of the losses. Cash requirements to facilitate ERT's
transactions have primarily been obtained through borrowings from the
Company.
Investment in and loans to ERT are comprised of the following (in
thousands):
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Investment ($13,641) $4,226
Uncollateralized loans and accounts receivable 69,393 129,791
Collateralized Loans receivable 85,724 --
Accrued interest 28,528 16,415
-------- ---------
$170,004 $150,432
======== =========
Interest and principal payments from ERT are primarily received upon
the completion of development projects. Interest receivable from ERT was
$28.5 million and $16.4 million at December 31, 2000 and 1999,
respectively. Interest income recognized by the Company was $18.5
million and $14.8 million in 2000 and 1999, respectively and $2.8
million in the three months ended December 31, 1998.
For the twelve months ended December 31, 2000 and 1999, the
equity in the losses of ERT recorded by the Company was ($17.9 million)
and ($3.2 million), respectively and ($1.1 million) in the three months
ended December 31, 1998.
Summary unaudited financial information for ERT is as follows
(in thousands).
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
CONDENSED BALANCE SHEETS
Mortgages, notes and interest receivable from developers,
December 31, 2000 and 1999 interest at 10% to 12% $61,339 $40,074
Real estate and other assets, net of depreciation 202,153 205,568
------- -------
Total Assets $263,492 $245,642
======== ========
Notes and accounts payable to New Plan Excel Realty
Trust, Inc. $155,118 $128,903
Accrued interest payable to New Plan Excel Realty Trust,
Inc. 28,528 16,415
Mortgages, construction and land loans 83,650 84,013
Other liabilities 9,837 12,085
-------- --------
Total liabilities 277,133 241,416
Total stockholders' equity (13,641) 4,226
-------- --------
Total liabilities and stockholders' equity $263,492 $245,642
======== ========
F-11
50
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
6. ERT DEVELOPMENT CORPORATION, CONTINUED:
YEAR ENDED YEAR ENDED THREE MONTHS ENDED
---------- ---------- ------------------
DECEMBER 31, 2000 DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- ----------------- -----------------
SEE NOTE 21
-----------
CONDENSED STATEMENTS OF INCOME
Revenues $27,060 $20,107 $2,019
Interest expense to New Plan Excel
Realty Trust,
Inc. (18,499) (14,842) (2,764)
Other expenses (26,428) (8,434) (378)
-------- ------- --------
Net loss ($17,867) ($3,169) ($1,123)
========= ======== ========
Pointe Orlando Development Company, which has been consolidated
with ERT since October 1, 1999, has a term loan which had a balance of
$78.5 million at December 31, 2000 of which $15.0 million was guaranteed
by the Company. At December 31, 1999 Pointe Orlando had outstanding
construction and land loans totaling $84.0 million of which $35.0
million was guaranteed by the Company. ERT has an investment in joint
venture partnerships related to a retail development project in Frisco,
Texas (The Centre at Preston Ridge). The Company has guaranteed $33.7
million of the loans on this project, which had outstanding balances,
related to the guarantees, in the aggregate of $33.7 million at December
31, 2000. The Company initially had guaranteed $68.0 million of the
loans on the project, of which $58.6 million was outstanding at December
31, 1999. The Company also has guaranteed that ERT will provide
additional funding for the project, which guarantee now totals
approximately $4.2 million. This guarantee is reduced commensurately as
the funds are provided. In addition, the Company has guaranteed $1.3
million of the outstanding debt on an ERT retail development project,
Vail Ranch II, in Temecula, California, all of which was outstanding at
December 31, 2000.
ERT accounts for its investments in Preston Ridge and Vail Ranch II
using the equity method. As of December 31, 2000, the equity in the
profits (losses) of these investments recorded by ERT was $459,500 and
($147,000), respectively.
On October 2, 2000 ERT acquired ownership of two properties, Annie
Land Plaza and New Market Shopping Center, from Wilton Partners, in
exchange for notes and interest receivable due to ERT. In connection
with the acquisition, ERT assumed mortgages on the properties in the
amounts of $2,390,708 for Annie Land Plaza and $2,802,612 for New Market
Shopping Center. The Company has guaranteed 100% of Annie Land Plaza's
outstanding mortgage balance and 25% of New Market Shopping Center's
outstanding mortgage balance. These guarantees amounted to $2,380,000
and $699,000, respectively, at December 31, 2000.
In addition, during 2000, Wilton Partners repaid in full to ERT
approximately $11.0 million of notes receivable and accrued and
contingent interest. ERT paid approximately $1.2 million to Wilton
Partners to acquire all of its management, development and ownership
interests and rights in and to The Mall at 163rd Street.
7. MORTGAGES PAYABLE:
Mortgages are collateralized by real estate and an assignment of
rents. As of December 31, 2000, mortgages payable bear interest at rates
ranging from 3.7% to 10.75%, having a weighted average of 7.9% per annum
and maturity dates from 2001 to 2029. The principal payments required to
be made on mortgages payable (excluding $7,753 of unamortized premiums,
net of unamortized discounts) are as follows (in thousands):
YEAR
----
2001 $43,007
2002 37,262
2003 34,960
2004 7,372
2005 50,754
Thereafter 147,695
--------
$321,050
========
F-12
51
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
8. CREDIT FACILITIES:
The Company has two revolving credit facilities with The Bank of New
York, each of which provides for $122.5 million in uncollateralized advances
from a group of banks. One facility ("Facility #1") expires in November
2001. The other facility ("Facility #2") expires in November 2002. As of
December 31, 2000, the Company had outstanding under Facility #1, $46.250
million which bears interest at LIBOR plus 72.5 basis points and $122.5
million outstanding under Facility #2 which currently bears interest at
LIBOR plus 67.5 basis points. The covenants of these credit facilities
include maintaining certain ratios such as liabilities to assets of less
than 50% and maintaining a minimum unencumbered assets coverage ratio of 2
to 1. In addition, the Company has a $75.0 million term loan facility with
Fleet National Bank, all of which was outstanding as of December 31, 2000.
Loans drawn under this facility were scheduled to mature on March 5, 2001,
and accrue interest at LIBOR plus 90 basis points (based on the Company's
credit rating). The loan has been extended to April 14, 2001. It is
anticipated that the loan will be increased to $100 million with a maturity
date in November 2002. The term loan agreement prepared in connection with
the facility contains covenants substantially similar to those included in
the two credit facilities of the Company with The Bank of New York.
On October 11, 2000, the Company entered into a two-year swap agreement
with Fleet National Bank relating to $125 million of the Company's variable
rate debt. The agreement effectively fixes the annual interest rate of this
debt at a base rate of 6.67% plus applicable spreads associated with the
Company's variable rate credit facilities.
9. NOTES PAYABLE (IN THOUSANDS):
DESCRIPTION FACE AMOUNT DUE DATE DECEMBER 31, DECEMBER 31,
----------- ----------- -------- ------------ ------------
2000 1999
---- ----
7.75% Senior notes, effective interest
rate 7.95%,
net of unamortized discount;
December 31, 2000
and 1999 - $670 and $806;
respectively $100,000 2005 99,330 $99,194
6.80% Senior unsecured notes,
effective interest
rate 6.87%, net of unamortized
discount;
December 31, 2000 and 1999 - $92 and
$136;
respectively 81,000 2002 80,908 80,864
6.875% Senior unsecured notes,
effective interest
rate 6.982% 75,000 2004 75,000 75,000
7.97% unsecured notes 10,000 2026 10,000 10,000
7.65% unsecured notes 25,000 2026 25,000 25,000
7.68% unsecured notes 20,000 2026 20,000 20,000
Variable rate unsecured notes (LIBOR
+10 bp) 40,000 2000 -- 40,000
7.35% unsecured notes 30,000 2007 30,000 30,000
6.9% unsecured notes 50,000 2028 50,000 50,000
Variable rate unsecured notes (LIBOR
+5 bp) 10,000 2000 -- 10,000
7.4% unsecured notes 150,000 2009 149,607 149,565
7.5% unsecured notes 25,000 2029 24,147 24,113
7.33% unsecured notes 49,000 2003 49,000 49,000
---------- ----------
Total $612,992 $662,736
======== ========
F-13
52
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
9. NOTES PAYABLE (IN THOUSANDS) CONTINUED:
The Notes are uncollateralized and subordinate to mortgages payable
and rank equally with debt under the revolving credit facilities. Where
applicable, the discount is being amortized over the life of the
respective Notes using the effective interest method. Interest is
payable semi-annually or quarterly and the principal is due at maturity.
Among other restrictive covenants, there is a restrictive covenant that
limits the amount of total indebtedness to 65% of total assets. The
principal payments (excluding $2,008 of unamortized discount) required
to be made on notes payable are as follows (in thousands):
YEAR
----
2001 $ --
2002 81,000
2003 49,000
2004 75,000
2005 100,000
Thereafter 310,000
--------
$615,000
========
10. CAPITAL LEASES:
The Company owns a leasehold interest in three shopping centers in
California ("Master Leased Centers"). The term of the leases is
thirty-four years. The leases bear interest at a rate of 7.5%. In
addition, the Company has purchased the option to acquire fee title to
the Master Leased Centers, exercisable at various times during the terms
of the respective leases but subordinate to certain rights of the owner
to sell the property. The owner of one of the Master Leased Centers has
the option to require the Company to purchase the property after the
occurrence of certain events. The payments required to be made on master
leases are as follows (in thousands):
YEAR
----
2001 $2,459
2002 2,459
2003 2,459
2004 2,459
2005 2,459
Thereafter 62,695
------
$74,990
Interest (45,559)
--------
$29,431
========
11. OTHER LIABILITIES:
Comprised of the following (in thousands):
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Property and other taxes payable $15,895 $13,385
Interest payable 11,600 11,965
Accounts payable 6,778 6,935
Dividend payable 41,694 41,599
Accrued construction costs 2,853 1,936
Deferred rent expense and rents
received in advance 1,755 1,523
Amounts due seller of property 1,021 1,365
Accrued professional and personnel costs 4,936 3,805
Acquisition costs 370 235
Other 5,243 5,843
-------- --------
Total $92,145 $88,591
======= =======
F-14
53
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
12. ENVIRONMENTAL MATTERS:
Under various federal, state and local laws, ordinances and
regulations, the Company may be considered an owner or operator of real
property or may have arranged for the disposal or treatment of hazardous
or toxic substances and, therefore, may become liable for the costs of
removal or remediation of certain hazardous substances released on or in
its property or disposed of by it, as well as certain other potential
costs which could relate to hazardous or toxic substances (including
governmental fines and injuries to persons and property). Such liability
may be imposed whether or not the Company knew of, or was responsible
for, the presence of such hazardous or toxic substances. Except as
discussed below, the Company is not aware of any significant
environmental condition at any of its properties.
Soil and groundwater contamination exists at certain of the
Company's properties. The primary contaminants of concern at these
properties include perchloroethylene and trichloroethelyne (associated
with the operations of on-site dry cleaners) and petroleum hydrocarbons
(associated with the operations of on-site gasoline facilities). The
Company currently estimates that the total remaining cost of remediation
of environmental conditions for these properties will be in the range of
approximately $1 million to $3 million, although there can be no
assurance that this range of estimates will prove accurate. In
connection with certain of these properties, the Company has entered
into remediation and indemnity agreements, which obligate the prior
owners of certain of the properties (including in some cases, principals
of the prior owners) to perform the remediation and to indemnify the
Company for any losses the Company may suffer because of the
contamination or remediation. There can be no assurance that the
remediation estimates of the Company will prove accurate or that the
prior owners will perform their obligations under these agreements,
although in certain cases funds have been set aside with respect to the
performance under these agreements. In connection with certain other
properties, the former tenants at the properties are in the process of
performing the necessary remediation, although there can be no assurance
that such remediation will be satisfactory. In connection with certain
additional properties, the Company has assumed the obligation to perform
the necessary remediation in connection with the Company's purchase of
the properties. In addition to the environmental conditions discussed
above, asbestos minerals (associated with spray applied fireproofing
materials) exist at certain of the Company's properties. The Company
currently estimates that the total cost of abatement of asbestos
minerals at these properties would be approximately $3.2 million,
although there can be no assurance that this estimate will prove
accurate. The Company does not expect the environmental conditions at
its properties, considered as a whole, to have a material adverse effect
on the Company. Included in other liabilities in the Company's
Consolidated Balance Sheet at December 31, 2000 is $3.2 million related
to the clean-up of certain asbestos minerals.
F-15
54
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
13. LEASE AGREEMENTS:
The Company has entered into leases, as lessee, in connection
with ground leases for shopping centers which it operates, an office
building which it sublets and administrative office space for the
Company. These leases are accounted for as operating leases. The minimum
annual rental commitments during the next five fiscal years and
thereafter are approximately as follows (in thousands):
YEAR
----
2001 1,278
2002 1,218
2003 1,409
2004 1,146
2005 1,152
Thereafter
10,107
------
$16,310
========
For the years ended December 31, 2000 and July 31, 1998, the
leases for office space included contingent rentals for real estate tax
escalations and operating expenses in the amount of $0.21 million and
$0.10 million, respectively. There were no contingent rentals for the
twelve months ended December 31, 1999 or the five months ended December
31, 1998. In addition, ground leases provide for fixed rent escalations
and renewal options.
14. STOCKHOLDERS' EQUITY:
PREFERRED STOCK
Holders of the 8 1/2% Series A Cumulative Convertible Preferred
Stock (the "Preferred A Shares") are entitled to an annual distribution
of $2.125 per share and are convertible into common shares at a price of
$20.10 per share. The Preferred A Shares rank senior to the Company's
common stock and are on a parity with the other preferred shares with
respect to the payment of dividends and amounts payable upon
liquidation, dissolution or winding down of the Company.
The Company has outstanding 6,300,000 depositary shares each
representing 1/10 of a share of 8 5/8% Series B Cumulative Redeemable
Preferred Stock (the "Preferred B Shares"). Holders of the Preferred B
Shares are entitled to an annual dividend equal to $2.15625, payable
quarterly.
The Company also has 1,500,000 depositary shares outstanding,
each representing a 1/10 fractional interest in a share of 7.8% Series D
Cumulative Voting Step-Up Premium Rate Preferred Stock (the "Preferred D
Shares"), which are redeemable at the option of the Company on or after
June 2007 at a liquidation preference of $500 per share. The Preferred D
Shares pay dividends quarterly at the rate of 7.8% of the liquidation
preference per annum through September 2012 and at the rate of 9.8% of
the liquidation preference per annum thereafter.
F-16
55
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. STOCKHOLDERS' EQUITY, CONTINUED:
OPTIONS
The Company has two active stock option plans (the "Plans") and
five option plans under which grants are no longer made. Pursuant to the
seven plans, options have been granted to purchase shares of common
stock of the Company (the "Shares") to officers, directors, and certain
key employees of the Company. The two active plans are: the 1993
Employee Plan (the "1993 Plan") and the 1994 Directors Plan (the "1994
Plan"). The exercise price of a share pursuant to each of the Plans is
required to be no less than the fair market value of a share on the date
of grant. The vesting schedule for the 1993 Plan is determined at the
time of grant by the option committee and the grants under the 1994 Plan
vest 100% at the grant date. As of December 31, 2000, approximately 1.9
million option shares are available for grant under the 1993 Plan. The
total available for future grant is approximately 1.8 million option
shares plus an aggregate amount equal to 2% of the total number of
issued and outstanding shares of common stock as of December 31, 2001.
As of December 31, 2000, approximately 147,000 option shares were
available for grant under the 1994 Plan. The options outstanding at
December 31, 2000 had exercise prices from $12.81 to $25.25 and a
weighted average remaining contractual life of 4.2 years. The total
option shares under all seven plans exercisable at December 31, 2000 is
approximately 3.4 million.
Stock option and warrant activity are summarized as follows:
WEIGHTED
OPTION AVERAGE
------ EXERCISE PRICE
SHARES PER SHARE
------ ---------
Outstanding at July 31, 1997 2,513,200
Granted 1,450,250 $24.08
Exercised or forfeited (387,500) $21.97
---------
Outstanding at July 31, 1998 3,575,950
Balance from Excel at date of Merger 2,315,842 $19.71
Granted 135,500 $20.62
Exercised or forfeited (81,402) $21.58
-----------
Outstanding at December 31, 1998 5,945,890
Granted 633,000 $19.92
Exercised or forfeited (1,338,662) $17.27
-----------
Outstanding at December 31, 1999 5,240,228
Granted 1,992,621 $12.98
Exercised or forfeited (1,530,141) $18.16
-----------
Outstanding at December 31, 2000 5,702,708 $19.53
=========
Options exercisable at December 31, 2000 3,417,907 $21.06
=========
F-17
56
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. STOCKHOLDERS' EQUITY, CONTINUED:
SFAS No. 123, Accounting for Stock-Based Compensation, requires
either the recording or disclosure of compensation cost for stock-based
employee compensation plans at fair value. The Company has adopted the
disclosure-only provisions of SFAS No. 123. Accordingly, no compensation
costs have been recognized by the Company.
Had compensation cost for the Company's stock option plans been
recognized based on the fair value at the grant date for awards
consistent with the provisions of SFAS No. 123, the Company's net income
in the year ended December 31, 2000 would have been reduced by
$2,050,000 from $123,081,000 to $121,031,000 ($1.12 per share - basic
and diluted). In the year ended December 31, 1999, net income would have
been reduced by $1,160,000 from $149,513,000 to $148,353,000 ($1.42 per
share - basic and $1.40 per share - diluted). In the five months ended
December 31, 1998 net income would have been reduced by $677,000 from
$55,805,000 to $55,128,000 ($0.62 per share - basic and $0.61 per share
- diluted). In the year ended July 31, 1998, net income would have been
reduced by $6,425,000, from $90,573,000 to $84,148,000 ($1.41 per share
- basic and diluted).
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in the five months ended
December 31, 1998, and each of the three years ended December 31, 2000
and December 31, 1999 and July 31, 1998, respectively: dividend yield of
6.70%, 8.26%, 6.14%, and 6.12%, respectively; expected volatility of
19.51%, 22.15%, 20.99% and 18.25%, respectively; risk-free interest rate
of 4.93%, 6.68%, 5.57% and 5.87%, respectively; and expected life of 5.2
years, 4.6 years, 4.6 years and 6.5 years, respectively. The per share
weighted average fair value at the dates of grant for options awarded
for the above periods was $2.04, $1.31, $1.47 and $2.78, respectively.
DIVIDENDS PAID AND PAYABLE
Dividends declared in 1999, paid in 2000 $41,599
Dividends declared in 2000, paid in 2000 $125,443
Dividends declared in 2000, payable in 2001 $41,694
DIVIDEND REINVESTMENT PLAN
The Company has a Dividend Reinvestment and Share Purchase Plan (the
"Plan") whereby shareholders may invest cash distributions and make
optional cash payments to purchase shares of the Company. The additional
shares will be purchased in the open market.
F-18
57
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. STOCKHOLDERS' EQUITY, CONTINUED:
EARNINGS PER SHARE (EPS)
In accordance with the disclosure requirements of SFAS No. 128
(Note 1), a reconciliation of the numerator and denominator of basic and
diluted EPS is provided as follows (in thousands, except per share
amounts):
FIVE MONTHS
YEARS ENDED ENDED YEAR ENDED
DECEMBER DECEMBER 31, DECEMBER 31, JULY 31,
-------- ------------ ------------ --------
31, 2000 1999 1998 1998
-------- ---- ---- ----
BASIC EPS
NUMERATOR:
Net income before extraordinary item $122,323 $149,513 $55,805 $90,573
Preferred dividends (22,635) (22,777) (6,914) (5,850)
---------- ---------- -------- --------
Net income available to common shares
- basic before extraordinary item $99,688 $126,736 $48,891 $84,723
Extraordinary item 758 -- -- --
---------- ---------- -------- --------
Net income available to common shares -
basic after extraordinary item $100,446 $126,736 $48,891 $84,723
======== ======== ======= =======
DENOMINATOR:
Weighted average of common shares
outstanding 87,608 88,662 77,481 59,365
====== ====== ====== ======
EARNINGS PER SHARE:
Earnings per share before extraordinary
item $1.14 $1.43 $0.63 $1.43
===== ===== ===== =====
Earnings per share after extraordinary
item, if any $1.15 $1.43 $0.63 $1.43
===== ===== ===== =====
DILUTED EPS
NUMERATOR:
Net income before extraordinary item $122,323 $149,513 $55,805 $90,573
Preferred dividends (22,635) (22,777) (6,914) (5,850)
Minority interest 952 1,299 457 --
---------- ---------- -------- --------
Net income available to common shares
- diluted before extraordinary item $100,640 $128,035 $49,348 $84,723
Extraordinary item 758 -- -- --
---------- ---------- -------- --------
Net income available to common shares
- diluted after extraordinary item $101,398 $128,035 $49,348 $84,723
======== ======== ======= =======
DENOMINATOR:
Weighted average of common shares
outstanding 87,608 88,662 77,481 59,365
Effect of diluted securities:
Common stock options 108 22 594 409
Excel Realty Partners, L.P. third
party units 1,235 1,756 1,321 --
---------- ---------- -------- --------
88,951 90,440 79,396 59,774
====== ====== ====== ======
EARNINGS PER SHARE:
Earnings per share before extraordinary
item $1.13 $1.42 $0.62 $1.42
===== ===== ===== =====
Earnings per share after extraordinary
item, if any $1.14 $1.42 $0.62 $1.42
===== ===== ===== =====
Preferred A shares are anti-dilutive for earnings per share calculations.
F-19
58
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
15. STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE:
During the year ended December 31, 2000, the Company did not
assume any mortgages payable. In the five months ended December 31, 1998
and the years ended December 31, 1999 and July 31, 1998, the Company
acquired properties by assuming mortgages payable of $4,730,000,
$5,357,000 and $51,900,000, respectively. In addition, in connection
with the purchase of a certain property in April 1999, the seller was
issued partnership units in Excel Realty Partners, L.P. valued at
$770,000. Moreover, in connection with the purchase of partnership units
in Excel Realty Partners, L.P. in August 1999, $8.0 million in excess of
minority interest has been included in real estate. The amounts paid for
interest for the five months ended December 31, 1998 and the years ended
December 31, 2000 and 1999 and July 31, 1998 were $33,061,000,
$93,839,000, $84,163,000 and $34,876,000, respectively. State and local
income taxes paid for the five months ended December 31, 1998 and the
years ended December 31, 2000 and 1999 and July 31, 1998 were $100,000,
$897,000, $352,000, and $156,000, respectively. The Company accrued
$490,000 as of December 31, 2000 in order to repurchase the Company's
common stock.
16. FINANCIAL INSTRUMENTS:
The following fair value disclosure was determined by the
Company, using available market information and discounted cash flow
analyses as of December 31, 2000 and 1999, respectively. The discount
rate used in calculating fair value is the sum of the current risk free
rate and the risk premium on the date of acquiring the instruments.
Considerable judgment is necessary to interpret market data and to
develop the related estimates of fair value. Accordingly, the estimates
presented are not necessarily indicative of the amounts that the Company
could realize upon disposition. The use of different estimation
methodologies may have a material effect on the estimated fair value
amounts. The Company believes that the carrying amounts reflected in the
Consolidated Balance Sheets at December 31, 2000 and 1999 approximate
the fair values for cash and cash equivalents, marketable securities,
receivables and other liabilities. The following are financial
instruments for which Company estimates of fair value differ from
carrying amounts (in thousands):
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
CARRYING FAIR CARRYING FAIR
-------- ---- -------- ----
AMOUNTS VALUE AMOUNTS VALUE
------- ----- ------- -----
Mortgages and notes receivable
including
advances to ERT $213,746 $215,278 $188,045 $189,737
Mortgages payable 328,803 331,382 341,643 342,757
Notes payable 612,992 653,860 662,736 691,501
Credit facilities 243,750 243,616 188,721 190,289
17. FUTURE MINIMUM ANNUAL BASE RENTS:
Future minimum annual base rental revenue for the next five years
for the commercial real estate owned at December 31, 2000 and subject to
noncancelable operating leases is as follows (in thousands):
YEAR
----
2001 $254,308
2002 228,876
2003 203,017
2004 177,103
2005 156,157
Thereafter 931,958
The above table assumes that all leases which expire are not
renewed and tenant renewal options are not exercised, therefore neither
renewal rentals nor rentals from replacement tenants are included.
Future minimum annual base 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 for the five months ended December 31, 1998 and for
the years ended December 31, 2000 and 1999 and July 31, 1998 amounted to
approximately $15,549, $62,447, $59,581 and $34,421, respectively.
F-20
59
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
18. RETIREMENT PLAN:
The Company has a Retirement and 401(k) Savings Plan (the
"Savings Plan") covering most of the officers and employees of the
Company. Participants in the Savings Plan may elect to contribute a
portion of their earnings to the Savings Plan and the Company makes a
matching contribution to the Savings Plan to a maximum of 3% of the
employee's eligible compensation. For the five months ended December 31,
1998 and the years ended December 31, 2000 and 1999 and July 31, 1998,
the Company's expense for the Savings Plan was $205,000, $147,000,
$607,000 and $317,000, respectively.
19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Summarized quarterly financial data is as follows (in thousands, except
per share amounts):
NET INCOME NET INCOME
PER PER
NET INCOME SHARE-BASIC SHARE-DILUTED
AFTER AFTER AFTER
TOTAL EXTRAORDINARY EXTRAORDINARY EXTRAORDINARY
REVENUES ITEM, IF ANY ITEM, IF ANY ITEM, IF ANY
YEAR ENDED DECEMBER 31, 2000:
First quarter $105,528 $27,249(2) $0.25(2) $0.25(2)
Second quarter(3) 105,604 36,229(2) 0.35(2) 0.35(2)
Third quarter 102,927 32,233 0.30 0.30
Fourth quarter 109,327 27,370(2) 0.25(2) 0.25(2)
YEAR ENDED DECEMBER 31, 1999:
First quarter $111,166 $39,669 $0.38 $0.38
Second quarter(3) 109,421 31,788(1) 0.29(1) 0.29(1)
Third quarter 108,167 34,688 0.33 0.32
Fourth quarter 109,273 43,368 0.43 0.42
----------------------
(1) Includes a non-recurring charge of $8.5 million
(2) Includes a non-recurring charge of $2.7 million in the first quarter,
$0.9 million in the second quarter and $1.3 million in the fourth
quarter
(3) Net income before extraordinary item $35,471; earnings per share before
extraordinary item: basic and diluted $0.34
F-21
60
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
20. SEGMENT INFORMATION:
The Company's two reportable business segments are retail and
residential rental properties. At December 31, 2000, the retail segment
consists of 290 shopping centers (included in this amount are six
commercial properties and one retail property under redevelopment) and
the residential segment consists of 53 garden apartment complexes.
"Other" includes interest income from ERT and development projects and
other income. Also included is general and administrative expense,
equity pick-up of ERT, interest expense, gains on sale of properties and
a non-recurring charge. Selected financial information for each segment
is as follows (in thousands):
FOR YEAR ENDED RETAIL RESIDENTIAL OTHER TOTAL
-------------- ------ ----------- ----- -----
DECEMBER 31, 2000
-----------------
Revenue $334,975 $76,288 $12,123 $423,386
Operating expenses and
minority interest 94,543 41,280 13,406 149,229
Interest expense -- -- 92,915 92,915
Depreciation and amortization 55,364 9,135 -- 64,499
Gain/(loss) on sale of
securities/
properties -- -- 9,200 9,200
Impairment of real estate 3,620 -- -- 3,620
Extraordinary item -- -- 758 758
------------- ---------- ------------ ----------
Net income/(loss) $181,448 $25,873 ($84,240) $123,081
======== ======= ========= ========
Real estate assets, net $2,233,993 $346,779 $2,580,772
========== ======== ==========
FOR YEAR ENDED
--------------
DECEMBER 31, 1999
-----------------
Revenue $337,004 $77,477 $23,546 $438,027
Operating expenses and
minority interest 92,021 43,664 16,461 152,146
Interest expense -- -- 81,412 81,412
Depreciation and amortization 54,199 8,713 -- 62,912
Gain/(loss) on sale of
securities/
properties -- -- 7,956 7,956
------------- ---------- ------------ ----------
Net income/(loss) $190,784 $25,100 ($66,371) $149,513
======== ======= ========= ========
Real estate assets, net $2,318,073 $346,298 $2,664,371
========== ======== ==========
FOR FIVE MONTHS ENDED
---------------------
DECEMBER 31, 1998
-----------------
Revenue $122,505 $32,471 $945 $155,921
Operating expenses and
minority interest 32,984 16,518 2,114 51,616
Interest Expense -- -- 27,168 27,168
Depreciation and amortization 17,885 3,481 -- 21,366
Gain/(loss) on sale of
securities/
properties -- -- 34 34
------------- ---------- ------------ ----------
Net Income/(loss) $71,636 $12,472 ($28,303) $55,805
======= ======= ========= =======
Real Estate Assets, net $2,318,001 $ 349,447 $2,667,448
========== ========= ==========
F-22
61
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
20. SEGMENT INFORMATION, CONTINUED:
FOR YEAR ENDED
--------------
JULY 31, 1998 RETAIL RESIDENTIAL OTHER TOTAL
------------- ------ ----------- ----- -----
Revenue $176,982 $69,326 $3,951 $250,259
Operating expenses and
minority interest 52,184 36,216 2,808 91,208
Interest expense -- -- 36,815 36,815
Depreciation 24,077 7,545 -- 31,622
Gain/(loss) on sale of
securities/
properties -- -- (41) (41)
------------- ------------ -------------- -----------
Net income/(loss) $100,721 $25,565 ($35,713) $90,573
======== ======= ========= =======
Real estate assets, net $977,617 $338,143 $1,315,760
======== ======== ==========
F-23
62
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
21. MERGER:
On September 28, 1998, New Plan Realty Trust ("Trust") and Excel Realty
Trust ("Excel") merged. As provided in the Merger Agreement, Excel paid a 20%
stock dividend prior to the Merger. In connection with the Merger, each share of
beneficial interest, no par value, of the Trust was converted into one share of
common stock, par value $.01 share, of the Company, and each 7.8% Series A
Cumulative Step-Up Premium Rate Preferred Share, par value $.01 per share, of
the Trust was converted into one share of 7.8% Series D Cumulative Voting
Step-Up Premium Rate Preferred Stock, par value $.01 per share, of the Company
("Series D Preferred Stock"). The Company issued an aggregate of approximately
60,000,000 shares of common stock and 150,000 shares of Series D Preferred Stock
(represented by 1,500,000 depositary shares, each of which represents a
one-tenth fractional interest in a share of Series D Preferred Stock) to the
Trust's shareholders in the Merger.
The Merger has been accounted for as a purchase by the Trust of the
assets and liabilities of Excel using the purchase method of accounting in the
accompanying consolidated financial statements. This treatment was applied
because the shareholders of the Trust immediately prior to the Merger owned
approximately 65% of the Company's common stock outstanding immediately
following the Merger, and the members of the Board of Trustees of the Trust
immediately prior to the Merger comprised of nine of 15 members of the Board of
Directors of the Company immediately following the Merger. As a result of the
Merger, the Trust became a wholly owned subsidiary of the Company.
The accompanying consolidated financial statements reflect the results
of the Trust prior to the Merger and combined the results from September 28,
1998 to December 31, 1998. All information regarding per share information prior
to the Merger has been restated to reflect the conversion of shares of
beneficial interest in the Trust into common stock of the Company. The Trust
valued the equity of the Company (assets net of liabilities) at $899,118,300,
based upon the market value at the execution of the Merger Agreement of Trust
shares of beneficial interest into which outstanding Excel shares of common
stock could be converted. Additionally, the Company incurred costs of $6,400,000
related to the Merger. The total consideration for the fair value of the assets
and liabilities acquired are set forth below:
CONSIDERATION SHARES OUTSTANDING VALUE PER SHARE TOTAL CONSIDERATION
------------- ------------------ --------------- -------------------
Common stock 28,146,906 $24.20 $681,155,125
Series A preferred stock 2,124,980 28.75 61,093,175
Series B preferred stock
(depositary
shares) 6,300,000 24.90 156,870,000
-----------
$899,118,300
ASSETS AND LIABILITIES ACQUIRED ============
------------------------------
Real estate $1,332,715,400
Other assets 136,864,400
Mortgages and notes payable (501,400,600)
Other liabilities (27,957,000)
Minority interest (41,103,900)
------------
Allocation of purchase price $899,118,300
============
22. NON-RECURRING CHARGE:
During the year ended December 31, 2000, one executive retired and three
executives resigned their positions. In connection with their respective
retirement and employment agreements the Company recorded a non-recurring charge
of $4.9 million for their severance payments. In April 1999, seven executives,
all formerly of Excel Realty Trust, Inc., resigned. These resignations occurred
under the terms of Resignation and Release Agreements between the executives and
the Company. They provided for payment by the Company of severance benefits, the
cancellation of certain "in the money" vested stock options in exchange for the
payment of the value of the stock options and the repurchase of Company stock
owned by these executives. As a result, $8.5 million has been recorded as a
non-recurring charge in 1999. This charge comprises $1.7 million in severance
payments, $6.0 million in stock compensation expense and $0.8 million of other
costs.
F-24
63
23. COMMITMENTS AND CONTINGENCIES:
The Company is a defendant in certain litigation. This includes the
following:
ERT is involved in certain ongoing litigation concerning the
construction, design and delayed opening of Pointe Orlando, a project now
controlled by ERT. ERT initially brought actions against the contractor and
architect alleging various causes of action relating to these matters. The
contractor has filed a mechanic's lien claim in the approximate face amount of
$7.2 million representing the unpaid balance due under its contract which, with
statutory interest and attorney fees, now exceeds $10 million. The contractor
has also claimed other additional damages in an unspecified amount. The
architect has filed a claim for the unpaid balance of its fee in the approximate
amount of $700,000, plus interest. ERT disputes these claims and is vigorously
defending them. In the event that the various claims are decided in a manner
adverse to ERT, the Company does not believe that such result will have a
material adverse effect on the financial condition of the Company.
None of these amounts are provided for at December 31, 2000.
The Company is also a defendant in certain other litigation arising in
the normal course of business activities and management does not believe that
the resolution of these matters will have a materially adverse effect upon the
Company.
F-25
64
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
ADDITIONS DEDUCTIONS
--------- ----------
BALANCES AT CHARGED TO ACCOUNTS BALANCE AT
BEGINNING OF BAD DEBT RECEIVABLE END OF
PERIOD EXPENSE WRITTEN OFF PERIOD
------ ------- ----------- ------
Allowance for doubtful accounts:
Year ended December 31, 2000 $13,897 $4,825 $5,906 $12,816
======= ====== ====== =======
Year ended December 31, 1999 $11,636 $6,144 $3,883 $13,897
======= ====== ====== =======
Five months ended December 31, 1998 $7,926 $4,368(1) $ 658 $11,636
====== ====== ====== =======
Year ended July 31, 1998 $5,581 $4,171 $1,826 $7,926
====== ====== ====== ======
---------------------------
(1) $1,543 of this amount was assumed as part of the Merger.
F-26
65
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RESIDENTIAL
****************
BRECKENRIDGE APARTMENTS 604,487 2,411,462 509,026
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 550,912
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 1,750,148
BIRMINGHAM AL
THE CLUB APARTMENTS 6,145,000 1,709,558 6,838,233 1,562,852
BIRMINGHAM AL
HILLCREST APARTMENTS 1,252,632 251,734 3,325,604 163,989
MOBILE AL
KNOLLWOOD APARTMENTS 6,026,518 4,352,001 16,926,403 408,996
MOBILE AL
MAISON DE VILLE APTS 4,625,000 1,971,014 7,897,056 572,091
MOBILE AL
MAISON IMPERIAL APTS 1,750,000 672,368 2,702,471 233,780
MOBILE AL
PLANTATION APARTMENTS 1,000,000 410,866 1,653,465 136,512
MOBILE AL
MAYFAIR APARTMENTS 240,000 962,217 556,763
DOVER DE
RODNEY APARTMENTS 769,188 1,483,150 838,986
DOVER DE
CHARTER POINTE APARTMENTS 4,983,099 1,473,146 9,049,327 312,185
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 833,000 1,822,039 2,105,898
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,514,373 188,407
ATHENS GA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RESIDENTIAL
****************
BRECKENRIDGE APARTMENTS 604,487 2,920,488 3,524,975 658,681 1979 Feb 92
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 5,028,213 6,147,533 997,855 1969 Jul 93
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 6,733,062 7,978,790 1,497,705 1971 Feb 92
BIRMINGHAM AL
THE CLUB APARTMENTS 1,709,558 8,401,085 10,110,643 1,156,085 1969-1974 May 95
BIRMINGHAM AL
HILLCREST APARTMENTS 251,734 3,489,593 3,741,327 316,514 1977 Jun 97
MOBILE AL
KNOLLWOOD APARTMENTS 4,352,001 17,335,399 21,687,400 1,581,433 1978-1982 May 97
MOBILE AL
MAISON DE VILLE APTS 1,971,014 8,469,147 10,440,161 961,762 1963,71-73 Jul 96
MOBILE AL
MAISON IMPERIAL APTS 672,368 2,936,251 3,608,619 330,736 1969-73 Jul 96
MOBILE AL
PLANTATION APARTMENTS 410,866 1,789,977 2,200,843 210,779 1977 Jul 96
MOBILE AL
MAYFAIR APARTMENTS 240,000 1,518,980 1,758,980 585,501 1971 Jan 81
DOVER DE
RODNEY APARTMENTS 769,188 2,322,136 3,091,324 1,754,725 1963-1965 Jan 69
DOVER DE
CHARTER POINTE APARTMENTS 1,473,146 9,361,512 10,834,658 656,172 1973 Apr 98
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 833,000 3,927,937 4,760,937 1,746,538 1965 Feb 76
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,702,780 4,581,373 450,075 1972,1982 May 96
ATHENS GA
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RESIDENTIAL
****************
BRECKENRIDGE APARTMENTS 40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 40 Years
BIRMINGHAM AL
THE CLUB APARTMENTS 40 Years
BIRMINGHAM AL
HILLCREST APARTMENTS 40 Years
MOBILE AL
KNOLLWOOD APARTMENTS 40 Years
MOBILE AL
MAISON DE VILLE APTS 40 Years
MOBILE AL
MAISON IMPERIAL APTS 40 Years
MOBILE AL
PLANTATION APARTMENTS 40 Years
MOBILE AL
MAYFAIR APARTMENTS 40 Years
DOVER DE
RODNEY APARTMENTS 40 Years
DOVER DE
CHARTER POINTE APARTMENTS 40 Years
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 40 Years
LAKE PARK FL
CAMBRIDGE APARTMENTS 40 Years
ATHENS GA
F - 27
66
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RESIDENTIAL
****************
TARA APARTMENTS 3,141,947 1,192,545 4,792,179 607,479
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,719,639 328,482
EVANSVILLE IN
FOREST HILLS APARTMENTS 714,761 8,197,499 414,490
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,698,215 545,012
INDIANAPOLIS IN
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 1,310,970
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 1,810,174
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 153,028
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,229,206 390,277
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,283,242 446,024
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,627,597 345,310
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 2,930,484 11,721,937 232,985
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 858,349
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 1,435,783 5,726,132 357,731
CARY NC
POLO RUN APARTMENTS 4,326,132 4,331,230 8,413,395 599,752
RALEIGH NC
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RESIDENTIAL
****************
TARA APARTMENTS 1,192,545 5,399,658 6,592,203 617,083 1970 Jun 96
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 5,048,121 6,228,031 562,688 1980 Sep 96
EVANSVILLE IN
FOREST HILLS APARTMENTS 714,761 8,611,989 9,326,750 707,450 1974 Oct 97
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 1,669,304 7,243,227 8,912,531 841,911 1965 Jun 96
INDIANAPOLIS IN
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 6,542,884 7,849,114 1,121,582 1974 Sep 93
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 6,516,374 7,692,924 1,337,739 1970 Jul 92
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,292,202 1,576,995 349,002 1974 Jan 91
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,619,483 4,426,785 389,417 1968 Aug 96
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,729,266 10,800,077 904,373 1985 Oct 96
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,972,907 19,879,807 1,681,512 1978-1979 Oct 96
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 2,930,484 11,954,922 14,885,406 1,230,074 1986 Oct 96
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 6,029,461 7,322,239 906,707 1974 Jul 95
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 1,435,783 6,083,863 7,519,646 497,258 1978 Aug 97
CARY NC
POLO RUN APARTMENTS 4,331,230 9,013,147 13,344,377 525,284 1971 Aug 98
RALEIGH NC
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RESIDENTIAL
****************
TARA APARTMENTS 40 Years
ATHENS GA
REGENCY CLUB APARTMENTS 40 Years
EVANSVILLE IN
FOREST HILLS APARTMENTS 40 Years
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 40 Years
INDIANAPOLIS IN
CHARLESTOWN @ DOUGLASS HILLS 40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 40 Years
LOUISVILLE KY
RIVERCHASE APARTMENTS 40 Years
NEWPORT KY
FORESTWOOD APARTMENTS 40 Years
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 40 Years
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 40 Years
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 40 Years
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 40 Years
CARY NC
POLO RUN APARTMENTS 40 Years
RALEIGH NC
F - 28
67
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RESIDENTIAL
****************
MEADOW EAST APARTMENTS 86,629 1,468,172 533,569
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,371 1,136,202 1,610,069
ROME NY
NORTHGATE APARTMENTS 6,933,754 1,513,498 9,297,201 2,357,546
COLUMBUS OH
SPRING CREEK APARTMENTS 1,455,271 9,082,352 156,773
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 277,492
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 571,833
MAUMEE OH
EASTGREEN ON THE COMMONS APARTMENTS 5,557,282 1,142,888 7,648,557 2,243,129
REYNOLDSBURG OH
GOLDCREST APARTMENTS 1,133,355 4,533,416 298,376
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,894,326 335,022
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 530,023
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 517,345
COLUMBIA SC
LANDINGS AT FOREST ACRES 1,204,688 3,257,121 423,485
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 578,312
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,954,261 662,547
GREENVILLE SC
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RESIDENTIAL
****************
MEADOW EAST APARTMENTS 86,629 2,001,741 2,088,370 797,589 1964-1971 Sep 83
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,371 2,746,271 2,909,642 1,279,710 1947 Nov 85
ROME NY
NORTHGATE APARTMENTS 1,513,498 11,654,747 13,168,245 650,725 1970 Jul 98
COLUMBUS OH
SPRING CREEK APARTMENTS 1,455,271 9,239,125 10,694,396 815,205 1985 Jun 97
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,546,630 5,611,914 765,177 1966 Aug 94
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 2,020,989 2,200,098 478,787 1979-1984 Feb 91
MAUMEE OH
EASTGREEN ON THE COMMONS APARTMENTS 1,142,888 9,891,686 11,034,574 637,964 1971,1982 Jan 98
REYNOLDSBURG OH
GOLDCREST APARTMENTS 1,133,355 4,831,792 5,965,147 530,532 1968 Aug 96
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 5,229,348 6,452,930 570,833 1973 Aug 96
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 626,807 3,037,249 3,664,056 420,630 1974 Apr 95
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 5,085,160 6,227,114 699,268 1974 Sep 95
COLUMBIA SC
LANDINGS AT FOREST ACRES 1,204,688 3,680,606 4,885,294 156,759 1968 Jan 99
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,790,248 8,340,982 1,137,022 1972,74,79 Jul 94
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 4,616,808 5,601,373 497,900 1976 Jun 96
GREENVILLE SC
COLUMN A COLUMN I
------------------ -------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RESIDENTIAL
****************
MEADOW EAST APARTMENTS 40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 40 Years
ROME NY
NORTHGATE APARTMENTS 40 Years
COLUMBUS OH
SPRING CREEK APARTMENTS 40 Years
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 40 Years
FAIRBORN OH
CHESTERFIELD APARTMENTS 40 Years
MAUMEE OH
EASTGREEN ON THE COMMONS APARTMENTS 40 Years
REYNOLDSBURG OH
GOLDCREST APARTMENTS 40 Years
SHARONVILLE OH
CAMBRIDGE PARK APTS 40 Years
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 40 Years
HARRISBURG PA
HARBOUR LANDING APARTMENTS 40 Years
COLUMBIA SC
LANDINGS AT FOREST ACRES 40 Years
COLUMBIA SC
SEDGEFIELD APARTMENTS 40 Years
FLORENCE SC
TURTLE CREEK APARTMENTS 40 Years
GREENVILLE SC
F - 29
68
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RESIDENTIAL
****************
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 2,383,671
ANTIOCH TN
COURTS @ WATERFORD PLACE 9,600,000 2,745,404 10,982,373 428,897
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 2,839,400
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 251,125
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 184,858
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 211,982
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 476,624 1,906,284 287,581
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,025,619 376,065
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,273,023 5,269,532 347,002
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 299,781
NASHVILLE TN
WOODBRIDGE APARTMENTS 1,594,214 6,376,854 440,872
NASHVILLE TN
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RESIDENTIAL
****************
HICKORY LAKE APARTMENTS 1,369,251 7,866,675 9,235,926 1,297,955 1974 Dec 93
ANTIOCH TN
COURTS @ WATERFORD PLACE 2,745,404 11,411,270 14,156,674 1,202,447 1988,89 Dec 96
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 7,450,480 8,600,750 1,122,737 1972,1974 Oct 93
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,481,545 4,287,900 598,044 1982 Jul 94
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,622,460 6,980,860 930,809 1989 Jul 94
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,891,056 4,809,825 664,960 1986 Jul 94
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 476,624 2,193,865 2,670,489 269,673 1971 Aug 96
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,401,684 4,148,839 392,598 1973 Jun 96
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,273,023 5,616,534 6,889,557 664,033 1980 May 96
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,887,094 9,783,922 973,143 1979 Apr 96
NASHVILLE TN
WOODBRIDGE APARTMENTS 1,594,214 6,817,726 8,411,940 734,674 1980 Aug 96
NASHVILLE TN
COLUMN A COLUMN I
------------------ -------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RESIDENTIAL
****************
HICKORY LAKE APARTMENTS 40 Years
ANTIOCH TN
COURTS @ WATERFORD PLACE 40 Years
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 40 Years
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 40 Years
EAST RIDGE TN
MILLER CREST APARTMENTS 40 Years
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 40 Years
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 40 Years
NASHVILLE TN
WOODBRIDGE APARTMENTS 40 Years
NASHVILLE TN
F - 30
69
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
CLOVERDALE VILLAGE 634,152 2,536,606 7,304
FLORENCE AL
RIVERVIEW PLAZA 5,535,758 2,072,169 8,286,847
GADSDEN AL
GRANTS MILL STATION 7,704,133 2,888,819 11,555,308 103,935
IRONDALE AL
KROGER 102,822 396,597
MUSCLE SHOALS AL
KROGER 429,999 1,659,638
MUSCLE SHOALS AL
KROGER 369,815 1,427,451
SCOTTSBORO AL
PAYTON PARK 3,584,697 14,339,021 24,000
SYLACAUGA AL
KMART 490,287 1,892,539
PINE BLUFF AR
SAFEWAY 409,418 1,579,953
SHERWOOD AR
GLENDALE GALLERIA 2,869,504 11,478,248 60,195
GLENDALE AZ
KMART PLAZA 1,147,194 4,588,778 67,610
MESA AZ
LUCKY 243,862 946,071
MESA AZ
SOUTHERN VILLAGE MESA 1,712,353 6,849,509 31,366
MESA AZ
SUN VALLEY PLAZA 1,188,094 4,752,619 161,089
MESA AZ
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
CLOVERDALE VILLAGE 634,152 2,543,910 3,178,062 395,870 1986 Oct 94
FLORENCE AL
RIVERVIEW PLAZA 2,072,169 8,286,847 10,359,016 451,562 1995 Oct 95
GADSDEN AL
GRANTS MILL STATION 2,888,819 11,659,243 14,548,062 644,206 1991 Jul 98
IRONDALE AL
KROGER 102,822 396,597 499,419 22,896 1982 Aug 93
MUSCLE SHOALS AL
KROGER 429,999 1,659,638 2,089,637 95,806 1982 Aug 93
MUSCLE SHOALS AL
KROGER 369,815 1,427,451 1,797,266 82,393 1981 Aug 93
SCOTTSBORO AL
PAYTON PARK 3,584,697 14,363,021 17,947,718 790,975 1995 Jul 98
SYLACAUGA AL
KMART 490,287 1,892,539 2,382,826 109,243 1981 Aug 93
PINE BLUFF AR
SAFEWAY 409,418 1,579,953 1,989,371 91,208 1981 Aug 93
SHERWOOD AR
GLENDALE GALLERIA 2,869,504 11,538,443 14,407,947 648,670 1989-91 Aug 97
GLENDALE AZ
KMART PLAZA 1,147,194 4,656,388 5,803,582 260,434 1970 Dec 90
MESA AZ
LUCKY 243,862 946,071 1,189,933 54,342 1982 Aug 93
MESA AZ
SOUTHERN VILLAGE MESA 1,712,353 6,880,875 8,593,228 388,405 1986,97 Aug 97
MESA AZ
SUN VALLEY PLAZA 1,188,094 4,913,708 6,101,802 264,862 1981 May 94
MESA AZ
COLUMN A COLUMN I
------------------ -------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
CLOVERDALE VILLAGE 40 Years
FLORENCE AL
RIVERVIEW PLAZA 40 Years
GADSDEN AL
GRANTS MILL STATION 40 Years
IRONDALE AL
KROGER 40 Years
MUSCLE SHOALS AL
KROGER 40 Years
MUSCLE SHOALS AL
KROGER 40 Years
SCOTTSBORO AL
PAYTON PARK 40 Years
SYLACAUGA AL
KMART 40 Years
PINE BLUFF AR
SAFEWAY 40 Years
SHERWOOD AR
GLENDALE GALLERIA 40 Years
GLENDALE AZ
KMART PLAZA 40 Years
MESA AZ
LUCKY 40 Years
MESA AZ
SOUTHERN VILLAGE MESA 40 Years
MESA AZ
SUN VALLEY PLAZA 40 Years
MESA AZ
F - 31
70
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
LUCKY 298,236 1,156,132
PHOENIX AZ
METRO MARKETPLACE 5,098,702 20,521,995 325
PHOENIX AZ
Q CLUB 1,830,245 7,320,951
PHOENIX AZ
GENZYME 491,910 1,897,261
SCOTTSDALE AZ
Q CLUB 1,794,808 7,374,597
SCOTTSDALE AZ
NORTHMALL CENTRE 4,762,481 12,630,121 707,640
TUCSON AZ
RITE AID 192,303 742,236
YUMA AZ
BAKERSFIELD PLAZA 15,241,447 27,595,521 10,000
BAKERSFIELD CA
FACTORY MERCHANTS BARSTOW 8,641,636 5,730,337 22,936,349 12,841,179
BARSTOW CA
KINKO'S/SONY 1,153,334 4,613,209 112,211
BURBANK CA
CARMEN PLAZA 1,872,708 7,491,044 56,567
CAMARILLO CA
COACHELLA PLAZA 263,529 1,054,118 9,281
COACHELLA CA
CUDAHY PLAZA 5,047,272 9,972,361 43,174
CUDAHY CA
ARBOR FAIRE 4,378,813 17,624,497
FRESNO CA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
LUCKY 298,236 1,156,132 1,454,368 66,454 1982 Jan 94
PHOENIX AZ
METRO MARKETPLACE 5,098,702 20,522,320 25,621,022 1,127,992 1988 Jun 91
PHOENIX AZ
Q CLUB 1,830,245 7,320,951 9,151,196 407,767 1994 May 94
PHOENIX AZ
GENZYME 491,910 1,897,261 2,389,171 109,589 1971 Dec 90
SCOTTSDALE AZ
Q CLUB 1,794,808 7,374,597 9,169,405 410,755 1994 Aug 94
SCOTTSDALE AZ
NORTHMALL CENTRE 4,762,481 13,337,761 18,100,242 732,840 1995-96 Dec 96
TUCSON AZ
RITE AID 192,303 742,236 934,539 42,847 1980 Aug 93
YUMA AZ
BAKERSFIELD PLAZA 27,605,521 27,605,521 1,156,722 1970 Jun 97
BAKERSFIELD CA
FACTORY MERCHANTS BARSTOW 5,730,337 35,777,528 41,507,865 6,846,469 1989 Nov 93
BARSTOW CA
KINKO'S/SONY 1,153,334 4,725,420 5,878,754 288,076 1988 May 89
BURBANK CA
CARMEN PLAZA 1,872,708 7,547,611 9,420,319 415,261 1971 Jun 97
CAMARILLO CA
COACHELLA PLAZA 263,529 1,063,399 1,326,928 61,758 1991 Jun 97
COACHELLA CA
CUDAHY PLAZA 10,015,535 10,015,535 425,620 1968 Jun 97
CUDAHY CA
ARBOR FAIRE 4,378,813 17,624,497 22,003,310 965,988 1993 Apr 97
FRESNO CA
COLUMN A COLUMN I
------------------ -------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
LUCKY 40 Years
PHOENIX AZ
METRO MARKETPLACE 40 Years
PHOENIX AZ
Q CLUB 40 Years
PHOENIX AZ
GENZYME 40 Years
SCOTTSDALE AZ
Q CLUB 40 Years
SCOTTSDALE AZ
NORTHMALL CENTRE 40 Years
TUCSON AZ
RITE AID 40 Years
YUMA AZ
BAKERSFIELD PLAZA 40 Years
BAKERSFIELD CA
FACTORY MERCHANTS BARSTOW 40 Years
BARSTOW CA
KINKO'S/SONY 40 Years
BURBANK CA
CARMEN PLAZA 40 Years
CAMARILLO CA
COACHELLA PLAZA 40 Years
COACHELLA CA
CUDAHY PLAZA 40 Years
CUDAHY CA
ARBOR FAIRE 40 Years
FRESNO CA
F - 32
71
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
BROADWAY FAIRE 2,795,383 11,181,648
FRESNO CA
BRIGGSMORE PLAZA 925,098 1,663,885 6,653,828 41,087
MODESTO CA
MONTEBELLO PLAZA 7,693,508 5,801,166 23,202,411 42,233
MONTEBELLO CA
PARADISE PLAZA 2,566,938 1,709,966 6,840,630 111,345
PARADISE CA
METRO 580 SHOPPING CENTER 5,876,389 23,651,921
PLEASANTON CA
ROSE PAVILION 11,355,146 45,703,524 50,903
PLEASANTON CA
SAN DIMAS PLAZA 7,564,815 4,435,649 17,744,585
SAN DIMAS CA
BRISTOL PLAZA 9,141,879 15,179,980 182,030
SANTA ANA CA
VAIL RANCH CENTER 2,630,621 10,522,619
TEMECULA CA
UNITED ARTISTS THEATRE 141,221 564,854
PUEBLO CO
WESTMINSTER CITY CENTRE 29,274,520 12,256,884 49,332,701 55,154
WESTMINSTER CO
DOVERAMA @ RODNEY VILLAGE 50,755 311,781
DOVER DE
RODNEY VILLAGE 1,202,551 1,244,315 1,745,540
DOVER DE
FOOD LION 390,830 1,513,044
BRANDON FL
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 -
Building & Accumulated Date Date Latest Income
Description Land Improvements Total Depreciation Constructed Acquired Statement
------------------ ------ ------------- ---------- ------------ ------------ -------- --------------
RETAIL
****************
BROADWAY FAIRE 2,795,383 11,181,648 13,977,031 616,651 1993 Apr 97 40 Years
FRESNO CA
BRIGGSMORE PLAZA 1,663,885 6,694,915 8,358,800 362,917 1974 Jun 97 40 Years
MODESTO CA
MONTEBELLO PLAZA 5,801,166 23,244,644 29,045,810 1,268,080 1974 Jun 97 40 Years
MONTEBELLO CA
PARADISE PLAZA 1,709,966 6,951,975 8,661,941 373,764 1979 Jun 97 40 Years
PARADISE CA
METRO 580 SHOPPING CENTER 5,876,389 23,651,921 29,528,310 1,299,958 1995-96 Sep 97 40 Years
PLEASANTON CA
ROSE PAVILION 11,355,146 45,754,427 57,109,573 2,518,283 1987 Feb 98 40 Years
PLEASANTON CA
SAN DIMAS PLAZA 4,435,649 17,744,585 22,180,234 966,923 1986-88 Oct 97 40 Years
SAN DIMAS CA
BRISTOL PLAZA 15,362,010 15,362,010 640,253 1972 Jun 97 40 Years
SANTA ANA CA
VAIL RANCH CENTER 2,630,621 10,522,619 13,153,240 580,307 1997 Dec 97 40 Years
TEMECULA CA
UNITED ARTISTS THEATRE 141,221 564,854 706,075 31,462 1977 Dec 92 40 Years
PUEBLO CO
WESTMINSTER CITY CENTRE 12,256,884 49,387,855 61,644,739 2,713,137 1996 Dec 97 40 Years
WESTMINSTER CO
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 94,537 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 1,202,551 2,989,855 4,192,406 1,823,116 1959 Jan 69 40 Years
DOVER DE
FOOD LION 390,830 1,513,044 1,903,874 87,065 1982 Aug 93 40 Years
BRANDON FL
F-33
72
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
BROOKSVILLE SQUARE 1,373,719 5,494,698 29,700
BROOKSVILLE FL
KMART #7513 1,346,436 5,385,720
BROOKSVILLE FL
CLEARWATER MALL MASTER 6,306,903 22,549,652 786,686
CLEARWATER FL
NORTHGATE SHOPPING CENTER 8,089,445 2,957,640 11,830,664 36,210
DELAND FL
REGENCY PARK SHOPPING CENTER 3,888,425 15,553,501 199,855
JACKSONVILLE FL
EASTGATE SHOPPING CENTER-LAKE WALES 1,542,842 6,171,549
LAKE WALES FL
LEESBURG SQUARE 1,051,639 4,206,554 28,164
LEESBURG FL
MIAMI GARDENS 5,430,659 22,098,501 53,710
MIAMI FL
FREEDOM SQUARE 3,340,254 13,361,048
NAPLES FL
SOUTHGATE SHOPPING CENTER 4,253,341 3,981,290 229,103
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 1,312,956 2,456,917 169,833
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 812,473 20,409
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 2,524,647 3,504,446 269,978
ORLANDO FL
23RD STREET STATION 1,849,668 7,398,843 83,314
PANAMA CITY FL
COLUMN A COLUMN E
------------------ ----------------------------------------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building &
Description Land Improvements Total
------------------ ------ ------------- ----------
RETAIL
****************
BROOKSVILLE SQUARE 1,373,719 5,524,398 6,898,117
BROOKSVILLE FL
KMART #7513 1,346,436 5,385,720 6,732,156
BROOKSVILLE FL
CLEARWATER MALL MASTER 6,306,903 23,336,338 29,643,241
CLEARWATER FL
NORTHGATE SHOPPING CENTER 2,957,640 11,866,874 14,824,514
DELAND FL
REGENCY PARK SHOPPING CENTER 3,888,425 15,753,356 19,641,781
JACKSONVILLE FL
EASTGATE SHOPPING CENTER-LAKE WALES 1,542,842 6,171,549 7,714,391
LAKE WALES FL
LEESBURG SQUARE 1,051,639 4,234,718 5,286,357
LEESBURG FL
MIAMI GARDENS 5,430,659 22,152,211 27,582,870
MIAMI FL
FREEDOM SQUARE 3,340,254 13,361,048 16,701,302
NAPLES FL
SOUTHGATE SHOPPING CENTER 4,253,341 4,210,393 8,463,734
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 1,312,956 2,626,750 3,939,706
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 832,882 1,270,367
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 2,524,647 3,774,424 6,299,071
ORLANDO FL
23RD STREET STATION 1,849,668 7,482,157 9,331,825
PANAMA CITY FL
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------ ------------ ------------ -------- --------------
Life on Which
Depreciated -
Accumulated Date Date Latest Income
Description Depreciation Constructed Acquired Statement
------------------ ------------ ------------ -------- --------------
RETAIL
****************
BROOKSVILLE SQUARE 303,489 1987 Mar 94 40 Years
BROOKSVILLE FL
KMART #7513 299,977 1987 Jun 97 40 Years
BROOKSVILLE FL
CLEARWATER MALL MASTER 1,803,944 1973 Dec 97 40 Years
CLEARWATER FL
NORTHGATE SHOPPING CENTER 658,721 1993 Jun 93 40 Years
DELAND FL
REGENCY PARK SHOPPING CENTER 1,376,075 1985 Jun 97 40 Years
JACKSONVILLE FL
EASTGATE SHOPPING CENTER-LAKE WALES 340,351 1994 May 94 40 Years
LAKE WALES FL
LEESBURG SQUARE 239,684 1986 Dec 92 40 Years
LEESBURG FL
MIAMI GARDENS 1,216,547 1996 Oct 97 40 Years
MIAMI FL
FREEDOM SQUARE 736,843 1995 Oct 97 40 Years
NAPLES FL
SOUTHGATE SHOPPING CENTER 328,653 1966 Aug 97 40 Years
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 241,239 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 76,363 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 242,506 1979,86 Apr 98 40 Years
ORLANDO FL
23RD STREET STATION 421,308 1986 Jul 98 40 Years
PANAMA CITY FL
F-34
73
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
RIVERWOOD SHOPPING CENTER 2,236,444 1,500,580 43,650
PORT ORANGE FL
SEMINOLE PLAZA 2,128,480 2,215,356 368,282
SEMINOLE FL
ST AUGUSTINE OUTLET CENTER 4,488,742 14,426,139 10,068,868
ST AUGUSTINE FL
RUTLAND PLAZA 1,443,294 5,773,175 307,074
ST PETERSBURG FL
ALBANY I 470,300 1,881,213
ALBANY GA
ALBANY PLAZA 696,447 2,799,786 148,167
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 120,441
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 108,166
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 658,185
AMERICUS GA
ROGERS PLAZA 291,014 688,590 74,630
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750 42,397
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 50,395
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,266,424 84,289
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 387,172
CORDELE GA
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 -
Building & Accumulated Date Date Latest Income
Description Land Improvements Total Depreciation Constructed Acquired Statement
------------------ ------ ------------- ---------- ------------ ------------ -------- --------------
RETAIL
****************
RIVERWOOD SHOPPING CENTER 2,236,444 1,544,230 3,780,674 125,635 1984,1996 Sep 97 40 Years
PORT ORANGE FL
SEMINOLE PLAZA 2,128,480 2,583,638 4,712,118 190,525 1964 Jun 98 40 Years
SEMINOLE FL
ST AUGUSTINE OUTLET CENTER 4,488,742 24,495,007 28,983,749 5,745,696 1991 Mar 92 40 Years
ST AUGUSTINE FL
RUTLAND PLAZA 1,443,294 6,080,249 7,523,543 626,006 1964 Nov 96 40 Years
ST PETERSBURG FL
ALBANY I 470,300 1,881,213 2,351,513 104,781 1981 Aug 93 40 Years
ALBANY GA
ALBANY PLAZA 696,447 2,947,953 3,644,400 488,722 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 1,091,252 1,322,769 263,807 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,144,497 1,366,134 286,745 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 774,966 5,959,829 6,734,795 1,581,356 1972 Jul 90 40 Years
AMERICUS GA
ROGERS PLAZA 291,014 763,220 1,054,234 192,974 1974 Jul 90 40 Years
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,874,147 3,582,085 442,732 1985 Oct 94 40 Years
AUSTELL GA
CEDAR PLAZA 928,302 3,763,602 4,691,904 587,332 1994 Oct 94 40 Years
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,350,713 4,095,719 509,638 1989 Jan 95 40 Years
CEDARTOWN GA
CORDELE SQUARE 864,335 3,844,509 4,708,844 1,004,506 1968 Jul 90 40 Years
CORDELE GA
F-35
74
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
MR B'S 166,047 154,140 6,930
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 154,037
CORDELE GA
HABERSHAM CROSSING 3,868,149 1,644,936 6,580,460
CORNELIA GA
HABERSHAM VILLAGE 1,301,643 4,340,422 727,384
CORNELIA GA
COVINGTON GALLERY 2,494,987 9,979,829
COVINGTON GA
MARKET CENTRAL 791,717 3,166,957
DALTON GA
NORTHSIDE SC 2,292,975 965,965 3,861,372 10,650
DALTON GA
MIDWAY VILLAGE SHOPPING CENTER 1,553,580 2,887,506 30,692
DOUGLASVILLE GA
WESTGATE - DUBLIN 699,174 5,834,809 157,749
DUBLIN GA
KROGER 336,205 1,297,375
EAST ALBANY GA
RITE AID 92,794 358,295
EAST ALBANY GA
MARSHALL'S AT EASTLAKE SHOPPING CENTER 1,710,517 2,069,483
MARIETTA GA
NEW CHASTAIN CORNERS SHOPPING CENTER 2,457,446 5,741,641 79,266
MARIETTA GA
PAVILLIONS AT EAST LAKE SHOPPING CENTER 2,812,000 11,249,970 29,400
MARIETTA GA
COLUMN A COLUMN E
------------------ ----------------------------------------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building &
Description Land Improvements Total
------------------ ------ ------------- ----------
RETAIL
****************
MR B'S 166,047 161,070 327,117
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 1,113,035 1,315,717
CORDELE GA
HABERSHAM CROSSING 1,644,936 6,580,460 8,225,396
CORNELIA GA
HABERSHAM VILLAGE 1,301,643 5,067,806 6,369,449
CORNELIA GA
COVINGTON GALLERY 2,494,987 9,979,829 12,474,816
COVINGTON GA
MARKET CENTRAL 791,717 3,166,957 3,958,674
DALTON GA
NORTHSIDE SC 965,965 3,872,022 4,837,987
DALTON GA
MIDWAY VILLAGE SHOPPING CENTER 1,553,580 2,918,198 4,471,778
DOUGLASVILLE GA
WESTGATE - DUBLIN 699,174 5,992,558 6,691,732
DUBLIN GA
KROGER 336,205 1,297,375 1,633,580
EAST ALBANY GA
RITE AID 92,794 358,295 451,089
EAST ALBANY GA
MARSHALL'S AT EASTLAKE SHOPPING CENTER 1,710,517 2,069,483 3,780,000
MARIETTA GA
NEW CHASTAIN CORNERS SHOPPING CENTER 2,457,446 5,820,907 8,278,353
MARIETTA GA
PAVILLIONS AT EAST LAKE SHOPPING CENTER 2,812,000 11,279,370 14,091,370
MARIETTA GA
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------ ------------ ------------ -------- --------------
Life on Which
Depreciated -
Accumulated Date Date Latest Income
Description Depreciation Constructed Acquired Statement
------------------ ------------ ------------ -------- --------------
RETAIL
****************
MR B'S 41,330 1968 Jul 90 40 Years
CORDELE GA
SOUTHGATE PLAZA - CORDELE 263,612 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM CROSSING 358,568 1985 Mar 96 40 Years
CORNELIA GA
HABERSHAM VILLAGE 1,227,687 1985 May 92 40 Years
CORNELIA GA
COVINGTON GALLERY 550,374 1991 Dec 93 40 Years
COVINGTON GA
MARKET CENTRAL 174,653 1995 Mar 97 40 Years
DALTON GA
NORTHSIDE SC 210,422 1994 Oct 95 40 Years
DALTON GA
MIDWAY VILLAGE SHOPPING CENTER 259,752 1989 May 97 40 Years
DOUGLASVILLE GA
WESTGATE - DUBLIN 1,548,566 1974 Jul 90 40 Years
DUBLIN GA
KROGER 74,896 1982 Aug 93 40 Years
EAST ALBANY GA
RITE AID 20,682 1982 Aug 93 40 Years
EAST ALBANY GA
MARSHALL'S AT EASTLAKE SHOPPING CENTER 114,253 1982 Oct 98 40 Years
MARIETTA GA
NEW CHASTAIN CORNERS SHOPPING CENTER 503,363 1990 Jul 97 40 Years
MARIETTA GA
PAVILLIONS AT EAST LAKE SHOPPING CENTER 511,926 1986 Mar 99 40 Years
MARIETTA GA
F-36
75
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
VILLAGE AT SOUTHLAKE 1,733,198 3,017,677 13,520
MORROW GA
PERRY MARKETPLACE 7,040,005 2,776,518 11,105,959
PERRY GA
CREEKWOOD SHOPPING CENTER 1,160,203 3,482,608
REX GA
SHOPS OF RIVERDALE 655,145 2,620,747
RIVERDALE GA
EISENHOWER SQUARE SHOPPING CENTER 1,029,500 4,117,700 166,657
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,824,725 148,030
SAVANNAH GA
WISTERIA VILLAGE 2,301,323 2,542,919 10,200,657 3,600
SNELLVILLE GA
UNIVERSITY COMMONS 1,312,739 5,250,755
STATESBORO GA
TIFT-TOWN 271,444 1,325,238 261,766
TIFTON GA
WESTGATE - TIFTON 156,269 304,704 963
TIFTON GA
KMART 293,138 1,134,514
ATLANTIC IA
EAGLE FOOD CENTER 301,006 1,166,140
CORALVILLE IA
HAYMARKET MALL 1,230,252 5,031,799 792,000
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,224,688 477,383
DES MOINES IA
COLUMN A COLUMN E
------------------ ----------------------------------------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building &
Description Land Improvements Total
------------------ ------ ------------- ----------
RETAIL
****************
VILLAGE AT SOUTHLAKE 1,733,198 3,031,197 4,764,395
MORROW GA
PERRY MARKETPLACE 2,776,518 11,105,959 13,882,477
PERRY GA
CREEKWOOD SHOPPING CENTER 1,160,203 3,482,608 4,642,811
REX GA
SHOPS OF RIVERDALE 655,145 2,620,747 3,275,892
RIVERDALE GA
EISENHOWER SQUARE SHOPPING CENTER 1,029,500 4,284,357 5,313,857
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,972,755 6,178,936
SAVANNAH GA
WISTERIA VILLAGE 2,542,919 10,204,257 12,747,176
SNELLVILLE GA
UNIVERSITY COMMONS 1,312,739 5,250,755 6,563,494
STATESBORO GA
TIFT-TOWN 271,444 1,587,004 1,858,448
TIFTON GA
WESTGATE - TIFTON 156,269 305,667 461,936
TIFTON GA
KMART 293,138 1,134,514 1,427,652
ATLANTIC IA
EAGLE FOOD CENTER 301,006 1,166,140 1,467,146
CORALVILLE IA
HAYMARKET MALL 1,230,252 5,823,799 7,054,051
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,702,071 10,758,243
DES MOINES IA
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------ ------------ ------------ -------- --------------
Life on Which
Depreciated -
Accumulated Date Date Latest Income
Description Depreciation Constructed Acquired Statement
------------------ ------------ ------------ -------- --------------
RETAIL
****************
VILLAGE AT SOUTHLAKE 207,527 1983 Apr 98 40 Years
MORROW GA
PERRY MARKETPLACE 612,479 1992 Dec 92 40 Years
PERRY GA
CREEKWOOD SHOPPING CENTER 308,273 1990 May 97 40 Years
REX GA
SHOPS OF RIVERDALE 144,530 1995 Feb 96 40 Years
RIVERDALE GA
EISENHOWER SQUARE SHOPPING CENTER 375,143 1985 Jul 97 40 Years
SAVANNAH GA
VICTORY SQUARE 1,077,913 1986 Jul 92 40 Years
SAVANNAH GA
WISTERIA VILLAGE 569,442 1985 Oct 95 40 Years
SNELLVILLE GA
UNIVERSITY COMMONS 289,573 1994 Jul 96 40 Years
STATESBORO GA
TIFT-TOWN 399,241 1965 Jul 90 40 Years
TIFTON GA
WESTGATE - TIFTON 79,770 1980 Jul 90 40 Years
TIFTON GA
KMART 65,315 1980 Jan 94 40 Years
ATLANTIC IA
EAGLE FOOD CENTER 67,061 1981 Aug 93 40 Years
CORALVILLE IA
HAYMARKET MALL 789,889 1968-1979 May 95 40 Years
DES MOINES IA
HAYMARKET SQUARE 1,259,658 1971-1979 May 95 40 Years
DES MOINES IA
F-37
76
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
EAGLE FOOD CENTER 401,468 1,555,420
DUBUQUE IA
SOUTHFIELD PLAZA SHOPPING CENTER 3,188,496 3,897,167 8,252,824
BRIDGEVIEW IL
EAGLE FOOD CENTER 317,157 1,235,335
DECATUR IL
KING CITY SQUARE 2,049,456 8,197,876
MT. VERNON IL
WESTRIDGE COURT SHOPPING CENTER 9,815,696 39,261,783 731,614
NAPERVILLE IL
KROGER 474,403 1,835,607
OTTAWA IL
EAGLE FOOD CENTER 401,504 1,563,980
PEORIA IL
EAGLE FOOD CENTER 313,959 1,226,628
SPRINGFIELD IL
EAGLE FOOD CENTER 400,527 1,561,677
STERLING IL
TINLEY PARK PLAZA 2,607,702 10,430,808 565,208
TINLEY PARK IL
KROGER 352,351 1,359,954
WATERLOO IL
KINDERCARE 84,586 326,215
BEECH GROVE IN
COLUMBUS CENTER 1,196,269 3,608,315 3,212,308
COLUMBUS IN
KINDERCARE 84,586 325,915
FORT WAYNE IN
COLUMN A COLUMN E
------------------ ----------------------------------------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building &
Description Land Improvements Total
------------------ ------ ------------- ----------
RETAIL
****************
EAGLE FOOD CENTER 401,468 1,555,420 1,956,888
DUBUQUE IA
SOUTHFIELD PLAZA SHOPPING CENTER 3,188,496 12,149,991 15,338,487
BRIDGEVIEW IL
EAGLE FOOD CENTER 317,157 1,235,335 1,552,492
DECATUR IL
KING CITY SQUARE 2,049,456 8,197,876 10,247,332
MT. VERNON IL
WESTRIDGE COURT SHOPPING CENTER 9,815,696 39,993,397 49,809,093
NAPERVILLE IL
KROGER 474,403 1,835,607 2,310,010
OTTAWA IL
EAGLE FOOD CENTER 401,504 1,563,980 1,965,484
PEORIA IL
EAGLE FOOD CENTER 313,959 1,226,628 1,540,587
SPRINGFIELD IL
EAGLE FOOD CENTER 400,527 1,561,677 1,962,204
STERLING IL
TINLEY PARK PLAZA 2,607,702 10,996,016 13,603,718
TINLEY PARK IL
KROGER 352,351 1,359,954 1,712,305
WATERLOO IL
KINDERCARE 84,586 326,215 410,801
BEECH GROVE IN
COLUMBUS CENTER 1,196,269 6,820,623 8,016,892
COLUMBUS IN
KINDERCARE 84,586 325,915 410,501
FORT WAYNE IN
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------ ------------ ------------ -------- --------------
Life on Which
Depreciated -
Accumulated Date Date Latest Income
Description Depreciation Constructed Acquired Statement
------------------ ------------ ------------ -------- --------------
RETAIL
****************
EAGLE FOOD CENTER 89,444 1980 Aug 93 40 Years
DUBUQUE IA
SOUTHFIELD PLAZA SHOPPING CENTER 2,038,302 1958,72 Dec 96 40 Years
BRIDGEVIEW IL
EAGLE FOOD CENTER 70,673 1983 Aug 93 40 Years
DECATUR IL
KING CITY SQUARE 452,101 1994 Jul 98 40 Years
MT. VERNON IL
WESTRIDGE COURT SHOPPING CENTER 3,742,655 1990 Jul 97 40 Years
NAPERVILLE IL
KROGER 105,692 1982 Aug 93 40 Years
OTTAWA IL
EAGLE FOOD CENTER 89,452 1983 Aug 93 40 Years
PEORIA IL
EAGLE FOOD CENTER 69,943 1982 Aug 93 40 Years
SPRINGFIELD IL
EAGLE FOOD CENTER 89,229 1980 Aug 93 40 Years
STERLING IL
TINLEY PARK PLAZA 1,517,479 1973 Sep 95 40 Years
TINLEY PARK IL
KROGER 78,506 1982 Aug 93 40 Years
WATERLOO IL
KINDERCARE 18,833 1976 Dec 92 40 Years
BEECH GROVE IN
COLUMBUS CENTER 2,214,126 1964 Dec 88 40 Years
COLUMBUS IN
KINDERCARE 18,833 1976 Dec 92 40 Years
FORT WAYNE IN
F-38
77
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
--------------- -------------- ------------------------- ------------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
------------------------- -------------------
Building &
Description Encumberances Land Improvements Improvements
--------------- ------------- ------ ------------- ------------
RETAIL
****************
EAGLE FOOD CENTER 332,606 1,291,924
HOBART IN
KINDERCARE 36,740 141,820
INDIANAPOLIS IN
KINDERCARE 84,586 326,215
INDIANAPOLIS IN
KINDERCARE 84,586 326,215
INDIANAPOLIS IN
JASPER MANOR 1,319,937 7,110,063 31,907
JASPER IN
VALLEY VIEW PLAZA 684,867 2,739,492 1,095
MARION IN
EAGLE FOOD CENTER 275,395 1,071,749
MICHIGAN CITY IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,437
PRINCETON IN
WABASH CROSSING 1,599,488 6,470,511 27,744
WABASH IN
WOODLAND PLAZA 420,188 1,680,587 21,001
WARSAW IN
GREEN RIVER PLAZA 2,410,959 9,644,967 95,328
CAMPBELLSVILLE KY
KMART PLAZA 4,941,020 1,703,868 6,815,386 20,000
ELIZABETHTOWN KY
HIGHLAND COMMONS 4,628,911 1,715,609 6,862,680 34,578
GLASGOW KY
J*TOWN CENTER 1,331,074 4,121,997 640,074
JEFFERSONTOWN KY
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 -
Building & Accumulated Date Date Latest Income
Description Land Improvements Total Depreciation Constructed Acquired Statement
--------------- ---- ------------ -------- ------------ ----------- --------- ------------
RETAIL
****************
EAGLE FOOD CENTER 332,606 1,291,924 1,624,530 74,099 1983 Aug 93 40 Years
HOBART IN
KINDERCARE 36,740 141,820 178,560 8,187 1975 Dec 92 40 Years
INDIANAPOLIS IN
KINDERCARE 84,586 326,215 410,801 18,833 1976 Dec 92 40 Years
INDIANAPOLIS IN
KINDERCARE 84,586 326,215 410,801 18,833 1976 Dec 92 40 Years
INDIANAPOLIS IN
JASPER MANOR 1,319,937 7,141,970 8,461,907 1,581,504 1990 Feb 92 40 Years
JASPER IN
VALLEY VIEW PLAZA 684,867 2,740,587 3,425,454 151,626 1989 Mar 94 40 Years
MARION IN
EAGLE FOOD CENTER 275,395 1,071,749 1,347,144 61,365 1983 Aug 93 40 Years
MICHIGAN CITY IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,769,940 4,874,816 741,307 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 1,599,488 6,498,255 8,097,743 1,145,086 1988 Dec 93 40 Years
WABASH IN
WOODLAND PLAZA 420,188 1,701,588 2,121,776 99,593 1989 Mar 94 40 Years
WARSAW IN
GREEN RIVER PLAZA 2,410,959 9,740,295 12,151,254 527,493 1989 Mar 96 40 Years
CAMPBELLSVILLE KY
KMART PLAZA 1,703,868 6,835,386 8,539,254 375,922 1992 Feb 93 40 Years
ELIZABETHTOWN KY
HIGHLAND COMMONS 1,715,609 6,897,258 8,612,867 379,410 1992 Mar 93 40 Years
GLASGOW KY
J*TOWN CENTER 1,331,074 4,762,071 6,093,145 1,453,650 1959 Oct 88 40 Years
JEFFERSONTOWN KY
F-39
78
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
MIST LAKE PLAZA 9,733,585 4,101,461 16,405,956 60,509
LEXINGTON KY
LONDON MARKETPLACE 5,226,899 2,520,416 10,081,562
LONDON KY
PICCADILLY SQUARE 355,000 1,588,409 522,337
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 735,155
MIDDLETOWN KY
LEXINGTON ROAD PLAZA 7,988,328 2,856,229 11,425,027 19,065
VERSAILLES KY
LAGNIAPPE VILLAGE 6,583,783 3,122,914 12,491,850 103,248
NEW IBERIA LA
BROOKSHIRE GROCERY CO. 388,984 1,501,424
WEST MONROE LA
FRUITLAND PLAZA 312,650 1,833,330 3,064,668
FRUITLAND MD
LIBERTY PLAZA 2,075,809 8,303,237 333,224
RANDALLSTOWN MD
RISING SUN TOWNE CENTRE 1,161,300 4,389,359 4,442
RISING SUN MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 2,130,783
ANN ARBOR MI
MOUNTAIN JACK'S 287,462 1,109,414
DEARBORN HEIGHTS MI
FARMINGTON CROSSROADS 1,092,200 4,368,800 93,806
FARMINGTON MI
KINDERCARE 119,214 459,217
KALAMAZOO MI
COLUMN A COLUMN E COLUMN F COLUMN G
------------------ -------------------------------------------- ------------ ------------
Gross Amount at Which Carried at the
Close of the Period
--------------------------------------------
Building & Accumulated Date
Description Land Improvements Total Depreciation Constructed
------------------ ------ ------------- ---------- ------------ ------------
RETAIL
****************
MIST LAKE PLAZA 4,101,461 16,466,465 20,567,926 904,891 1993
LEXINGTON KY
LONDON MARKETPLACE 2,520,416 10,081,562 12,601,978 555,985 1994
LONDON KY
PICCADILLY SQUARE 355,000 2,110,746 2,465,746 641,051 1973
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 8,527,872 10,473,551 1,658,003 1987
MIDDLETOWN KY
LEXINGTON ROAD PLAZA 2,856,229 11,444,092 14,300,321 637,873 1994
VERSAILLES KY
LAGNIAPPE VILLAGE 3,122,914 12,595,098 15,718,012 694,386 1990
NEW IBERIA LA
BROOKSHIRE GROCERY CO. 388,984 1,501,424 1,890,408 86,669 1981
WEST MONROE LA
FRUITLAND PLAZA 312,650 4,897,998 5,210,648 815,987 1973
FRUITLAND MD
LIBERTY PLAZA 2,075,809 8,636,461 10,712,270 1,225,525 1962
RANDALLSTOWN MD
RISING SUN TOWNE CENTRE 1,161,300 4,393,801 5,555,101 168,958 1998
RISING SUN MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 8,645,105 10,270,685 1,584,055 1965
ANN ARBOR MI
MOUNTAIN JACK'S 287,462 1,109,414 1,396,876 64,044 1980
DEARBORN HEIGHTS MI
FARMINGTON CROSSROADS 1,092,200 4,462,606 5,554,806 561,203 1986
FARMINGTON MI
KINDERCARE 119,214 459,217 578,431 26,563 1990
KALAMAZOO MI
COLUMN A COLUMN H COLUMN I
------------------ -------- --------------
Life on Which
Depreciated -
Date Latest Income
Description Acquired Statement
------------------ -------- --------------
RETAIL
****************
MIST LAKE PLAZA Jul 98 40 Years
LEXINGTON KY
LONDON MARKETPLACE Mar 94 40 Years
LONDON KY
PICCADILLY SQUARE Apr 89 40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER Nov 93 40 Years
MIDDLETOWN KY
LEXINGTON ROAD PLAZA Apr 94 40 Years
VERSAILLES KY
LAGNIAPPE VILLAGE Jul 98 40 Years
NEW IBERIA LA
BROOKSHIRE GROCERY CO. Aug 93 40 Years
WEST MONROE LA
FRUITLAND PLAZA May 86 35 Years
FRUITLAND MD
LIBERTY PLAZA May 95 40 Years
RANDALLSTOWN MD
RISING SUN TOWNE CENTRE Jun 99 40 Years
RISING SUN MD
MAPLE VILLAGE SHOPPING CENTER Oct 94 40 Years
ANN ARBOR MI
MOUNTAIN JACK'S Dec 92 40 Years
DEARBORN HEIGHTS MI
FARMINGTON CROSSROADS Dec 95 40 Years
FARMINGTON MI
KINDERCARE Feb 91 40 Years
KALAMAZOO MI
F-40
79
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
DELTA CENTER 2,405,200 9,620,800 440,820
LANSING MI
HAMPTON VILLAGE CENTRE 29,889,683 8,638,500 34,541,500 404,011
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200 226,371
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000 1,310,422
SHELBY MI
SOUTHFIELD PLAZA 2,052,995 8,005,015
SOUTHFIELD MI
DELCO PLAZA 1,277,504 5,109,367 86,815
STERLING HEIGHTS MI
WESTLAND CROSSING 2,046,000 8,184,000 55,000
WESTLAND MI
ROUNDTREE PLACE 7,154,875 2,995,774 11,983,221 88,921
YPSILANTI MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 380,287
YPSILANTI MI
FIRSTAR BANK 330,888 1,323,798
BURNSVILLE MN
UNITY PROFESSIONAL BLDG. 5,408,986 2,402,467 9,612,099 144,192
FRIDLEY MN
STILLWATER 233,641 120,171 480,682
STILLWATER MN
FACTORY MERCHANTS BRANSON 17,669 22,312,120 11,764,077
BRANSON MO
KINDERCARE 54,942 216,744
HIGH RIDGE MO
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
DELTA CENTER 2,405,200 10,061,620 12,466,820 1,247,765 1985 Dec 95
LANSING MI
HAMPTON VILLAGE CENTRE 8,638,500 34,945,511 43,584,011 4,356,609 1990 Dec 95
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 9,025,571 11,270,371 1,144,054 1986 Dec 95
SAGINAW MI
HALL ROAD CROSSING 2,595,500 11,692,422 14,287,922 1,412,177 1985 Dec 95
SHELBY MI
SOUTHFIELD PLAZA 2,052,995 8,005,015 10,058,010 570,221 1969-70 Feb 98
SOUTHFIELD MI
DELCO PLAZA 1,277,504 5,196,182 6,473,686 522,476 1970,73 Nov 96
STERLING HEIGHTS MI
WESTLAND CROSSING 2,046,000 8,239,000 10,285,000 265,552 1986 Nov 99
WESTLAND MI
ROUNDTREE PLACE 2,995,774 12,072,142 15,067,916 671,444 1998 Jul 98
YPSILANTI MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,501,410 8,031,691 1,473,750 1989 Oct 92
YPSILANTI MI
FIRSTAR BANK 330,888 1,323,798 1,654,686 73,732 1975 Aug 97
BURNSVILLE MN
UNITY PROFESSIONAL BLDG. 2,402,467 9,756,291 12,158,758 548,485 1991 May 96
FRIDLEY MN
STILLWATER 120,171 480,682 600,853 27,104 1985 Jul 91
STILLWATER MN
FACTORY MERCHANTS BRANSON 17,669 34,076,197 34,093,866 6,135,454 1988 Nov 93
BRANSON MO
KINDERCARE 54,942 216,744 271,686 12,242 1980 Dec 92
HIGH RIDGE MO
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
DELTA CENTER 40 Years
LANSING MI
HAMPTON VILLAGE CENTRE 40 Years
ROCHESTER HILLS MI
FASHION CORNERS 40 Years
SAGINAW MI
HALL ROAD CROSSING 40 Years
SHELBY MI
SOUTHFIELD PLAZA 40 Years
SOUTHFIELD MI
DELCO PLAZA 40 Years
STERLING HEIGHTS MI
WESTLAND CROSSING 40 Years
WESTLAND MI
ROUNDTREE PLACE 40 Years
YPSILANTI MI
WASHTENAW FOUNTAIN PLAZA 40 Years
YPSILANTI MI
FIRSTAR BANK 40 Years
BURNSVILLE MN
UNITY PROFESSIONAL BLDG. 40 Years
FRIDLEY MN
STILLWATER 40 Years
STILLWATER MN
FACTORY MERCHANTS BRANSON 40 Years
BRANSON MO
KINDERCARE 40 Years
HIGH RIDGE MO
F-41
80
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
FACTORY OUTLET VILLAGE OSAGE BEACH 6,978,714 27,229,502 7,716,661
OSAGE BEACH MO
STANLY COUNTY PLAZA 600,418 2,401,671 12,031
ALBEMARLE NC
VILLAGE MARKETPLACE 1,155,652 4,622,609 185,117
ASHBORO NC
FOOTHILLS MARKET 644,555 2,578,295 11,424
JONESVILLE NC
CHAPEL SQUARE SC 2,143,530 918,460 3,673,918
KANNAPOLIS NC
KINSTON POINTE 2,235,052 8,940,354 216,789
KINSTON NC
GRANVILLE CORNERS 2,185,356 8,741,261
OXFORD NC
ROXBORO SQUARE 1,448,313 5,793,289 103,293
ROXBORO NC
SILER CROSSING 1,779,566 7,118,099
SILER CITY NC
CROSSROADS SC 5,261,636 21,177,392 48,642
STATESVILLE NC
THOMASVILLE CROSSING 1,604,339 6,417,145
THOMASVILLE NC
ANSON STATION 1,844,644 7,378,756 47,020
WADESBORO NC
ROANOKE LANDING 5,914,241 2,519,288 10,077,339 52,143
WILLIAMSTON NC
SHOPPING CENTER - WILSON 315,000 1,780,370 82,331
WILSON NC
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
FACTORY OUTLET VILLAGE OSAGE BEACH 6,978,714 34,946,163 41,924,877 7,022,695 1987 Jan 93
OSAGE BEACH MO
STANLY COUNTY PLAZA 600,418 2,413,702 3,014,120 135,421 1988 Mar 94
ALBEMARLE NC
VILLAGE MARKETPLACE 1,155,652 4,807,726 5,963,378 267,354 1988 Apr 95
ASHBORO NC
FOOTHILLS MARKET 644,555 2,589,719 3,234,274 144,237 1988 Jun 95
JONESVILLE NC
CHAPEL SQUARE SC 918,460 3,673,918 4,592,378 202,399 1992 Dec 94
KANNAPOLIS NC
KINSTON POINTE 2,235,052 9,157,143 11,392,195 508,540 1991 Jul 95
KINSTON NC
GRANVILLE CORNERS 2,185,356 8,741,261 10,926,617 482,069 1991 Feb 96
OXFORD NC
ROXBORO SQUARE 1,448,313 5,896,582 7,344,895 334,220 1989 Jun 95
ROXBORO NC
SILER CROSSING 1,779,566 7,118,099 8,897,665 392,554 1988 Jun 95
SILER CITY NC
CROSSROADS SC 5,261,636 21,226,034 26,487,670 1,168,007 1991 Feb 96
STATESVILLE NC
THOMASVILLE CROSSING 1,604,339 6,417,145 8,021,484 353,898 1996 Apr 97
THOMASVILLE NC
ANSON STATION 1,844,644 7,425,776 9,270,420 407,376 1988 Aug 95
WADESBORO NC
ROANOKE LANDING 2,519,288 10,129,482 12,648,770 557,206 1991 Jan 96
WILLIAMSTON NC
SHOPPING CENTER - WILSON 315,000 1,862,701 2,177,701 758,578 1973 May 86
WILSON NC
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
FACTORY OUTLET VILLAGE OSAGE BEACH 40 Years
OSAGE BEACH MO
STANLY COUNTY PLAZA 40 Years
ALBEMARLE NC
VILLAGE MARKETPLACE 40 Years
ASHBORO NC
FOOTHILLS MARKET 40 Years
JONESVILLE NC
CHAPEL SQUARE SC 40 Years
KANNAPOLIS NC
KINSTON POINTE 40 Years
KINSTON NC
GRANVILLE CORNERS 40 Years
OXFORD NC
ROXBORO SQUARE 40 Years
ROXBORO NC
SILER CROSSING 40 Years
SILER CITY NC
CROSSROADS SC 40 Years
STATESVILLE NC
THOMASVILLE CROSSING 40 Years
THOMASVILLE NC
ANSON STATION 40 Years
WADESBORO NC
ROANOKE LANDING 40 Years
WILLIAMSTON NC
SHOPPING CENTER - WILSON 35 Years
WILSON NC
F-42
81
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
STRATFORD COMMONS 5,958,568 2,262,130 9,045,975
WINSTON-SALEM NC
NORTHERN AUTOMOTIVE 125,317 483,441
GRAND ISLAND NE
NORTHERN AUTOMOTIVE 89,784 346,034
HASTINGS NE
LAUREL SQUARE 3,261,701 9,283,302 785,193
BRICKTOWN NJ
HAMILTON PLAZA - KMART PLAZA 1,124,415 4,513,658 236,445
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,399,888 115,706
JACKSON NJ
SIX FLAGS FACTORY OUTLET 2,389,214 1,249,781 29,901,396
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 5,697,043
MIDDLETOWN NJ
INSTITUTE FOR DEFENSE ANALYSES 1,381,260
PRINCETON NJ
ROXBURY TOWNSHIP NJ 333,235
ROXBURY NJ
KMART 462,313 1,786,994
SOMERVILLE NJ
TINTON FALLS PLAZA 1,884,325 6,308,392 147,790
TINTON FALLS NJ
DOVER PARK PLAZA 322,678 3,027,322 17,000
YARDVILLE NJ
GALLERIA COMMONS 6,854,959 27,590,493 10,001
HENDERSON NV
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
STRATFORD COMMONS 2,262,130 9,045,975 11,308,105 492,939 1995 Dec 96
WINSTON-SALEM NC
NORTHERN AUTOMOTIVE 125,317 483,441 608,758 27,931 1988 Dec 92
GRAND ISLAND NE
NORTHERN AUTOMOTIVE 89,784 346,034 435,818 19,995 1988 Dec 92
HASTINGS NE
LAUREL SQUARE 3,261,701 10,068,495 13,330,196 2,312,853 1973 Jul 92
BRICKTOWN NJ
HAMILTON PLAZA - KMART PLAZA 1,124,415 4,750,103 5,874,518 853,393 1972 May 94
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,515,594 8,309,716 1,014,458 1988 Sep 94
JACKSON NJ
SIX FLAGS FACTORY OUTLET 2,389,214 31,151,177 33,540,391 2,750,540 1997 Apr 97
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 7,176,530 8,381,359 2,166,195 1972 Jan 75
MIDDLETOWN NJ
INSTITUTE FOR DEFENSE ANALYSES 1,381,260 1,381,260 782,777 1974,1982 May 74
PRINCETON NJ
ROXBURY TOWNSHIP NJ 333,235 333,235 1998 Dec 97
ROXBURY NJ
KMART 462,313 1,786,994 2,249,307 103,008 1982 Aug 93
SOMERVILLE NJ
TINTON FALLS PLAZA 1,884,325 6,456,182 8,340,507 488,420 1953 Jan 98
TINTON FALLS NJ
DOVER PARK PLAZA 322,678 3,044,322 3,367,000 66,223 1966 Jan 00
YARDVILLE NJ
GALLERIA COMMONS 6,854,959 27,600,494 34,455,453 1,518,514 1997-98 Jun 98
HENDERSON NV
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
STRATFORD COMMONS 40 Years
WINSTON-SALEM NC
NORTHERN AUTOMOTIVE 40 Years
GRAND ISLAND NE
NORTHERN AUTOMOTIVE 40 Years
HASTINGS NE
LAUREL SQUARE 40 Years
BRICKTOWN NJ
HAMILTON PLAZA - KMART PLAZA 40 Years
HAMILTON NJ
BENNETTS MILLS PLAZA 40 Years
JACKSON NJ
SIX FLAGS FACTORY OUTLET 40 Years
JACKSON NJ
MIDDLETOWN PLAZA 40 Years
MIDDLETOWN NJ
INSTITUTE FOR DEFENSE ANALYSES 35 Years
PRINCETON NJ
ROXBURY TOWNSHIP NJ
ROXBURY NJ
KMART 40 Years
SOMERVILLE NJ
TINTON FALLS PLAZA 40 Years
TINTON FALLS NJ
DOVER PARK PLAZA 40 Years
YARDVILLE NJ
GALLERIA COMMONS 40 Years
HENDERSON NV
F-43
82
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
RENAISSANCE CENTER EAST 2,543,856 10,175,427 250,623
LAS VEGAS NV
KIETZKE CENTER 3,069,735 12,279,924 139,004
RENO NV
UNIVERSITY MALL 115,233 1,010,520 879,434
CANTON NY
CORTLANDVILLE 237,139 1,440,173 453,409
CORTLAND NY
KMART PLAZA 942,949 3,771,794 295,633
DEWITT NY
D & F PLAZA 730,839 2,157,849 1,643,754
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,287 891,887
ELMIRA NY
GENESSE VALLEY SHOPPING CENTER 8,760,227 3,639,467 14,557,714 12,812
GENESCO NY
PYRAMID MALL 2,176,493 8,705,973 170,451
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,534 524,939 104,564
GLOVERSVILLE NY
MCKINLEY PLAZA 1,247,522 4,990,086 126,361
HAMBURG NY
1 NORTH CENTRAL AVENUE 19,246
HARTSDALE NY
HORNELL PLAZA 169,487 20,870,793 45,765
HORNELL NY
CAYUGA PLAZA 1,398,997 5,596,988 603,092
ITHACA NY
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
RENAISSANCE CENTER EAST 2,543,856 10,426,050 12,969,906 1,139,311 1981 Oct 96
LAS VEGAS NV
KIETZKE CENTER 3,069,735 12,418,928 15,488,663 669,213 1974 Jun 97
RENO NV
UNIVERSITY MALL 115,233 1,889,954 2,005,187 1,080,412 1967 Jan 76
CANTON NY
CORTLANDVILLE 237,139 1,893,582 2,130,721 606,614 1984 Aug 87
CORTLAND NY
KMART PLAZA 942,949 4,067,427 5,010,376 750,759 1970 Aug 93
DEWITT NY
D & F PLAZA 730,839 3,801,603 4,532,442 1,415,355 1967 Jan 86
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,287 891,887 1,002,174 264,580 1976 Feb 89
ELMIRA NY
GENESSE VALLEY SHOPPING CENTER 3,639,467 14,570,526 18,209,993 807,675 1993 Jul 98
GENESCO NY
PYRAMID MALL 2,176,493 8,876,424 11,052,917 1,647,442 1973 Aug 93
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,534 629,503 769,037 189,022 1974 Dec 88
GLOVERSVILLE NY
MCKINLEY PLAZA 1,247,522 5,116,447 6,363,969 1,090,261 1991 Jun 92
HAMBURG NY
1 NORTH CENTRAL AVENUE 19,246 19,246 Jul 72
HARTSDALE NY
HORNELL PLAZA 169,487 20,916,558 21,086,045 1,152,387 1995 Jul 98
HORNELL NY
CAYUGA PLAZA 1,398,997 6,200,080 7,599,077 1,816,088 1969 May 89
ITHACA NY
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
RENAISSANCE CENTER EAST 40 Years
LAS VEGAS NV
KIETZKE CENTER 40 Years
RENO NV
UNIVERSITY MALL 40 Years
CANTON NY
CORTLANDVILLE 35 Years
CORTLAND NY
KMART PLAZA 40 Years
DEWITT NY
D & F PLAZA 40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 40 Years
ELMIRA NY
GENESSE VALLEY SHOPPING CENTER 40 Years
GENESCO NY
PYRAMID MALL 40 Years
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 40 Years
GLOVERSVILLE NY
MCKINLEY PLAZA 40 Years
HAMBURG NY
1 NORTH CENTRAL AVENUE
HARTSDALE NY
HORNELL PLAZA 40 Years
HORNELL NY
CAYUGA PLAZA 40 Years
ITHACA NY
F-44
83
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
SHOPS @ SENECA MALL 1,546,823 6,187,289 1,096,405
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,672 1,698,692 486,935
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207
MARCY NY
WALLKILL PLAZA 2,747,686 9,670,742 182,224
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 1,027,919 8,648,132 106,707
MONROE NY
ROCKLAND PLAZA 3,903,266 3,596,643 5,055,693
NANUET NY
SOUTH PLAZA 508,378 1,053,099 1,551,317
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,990 1,192,780 311,939
ONEONTA NY
OSWEGO PLAZA 250,369 1,169,499 2,577,796
OSWEGO NY
MOHAWK 93,341 483,405 231,437
ROME NY
MOHAWK ACRES 242,269 1,271,543 1,647,604
ROME NY
PRICE CHOPPER PLAZA 934,546 3,738,186 82,780
ROME NY
WESTGATE MANOR PLAZA - ROME 211,924 392,836 959,680
ROME NY
NORTHLAND 16,780 257,949 821,368
WATERTOWN NY
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 -
Building & Accumulated Date Date Latest Income
Description Land Improvements Total Depreciation Constructed Acquired Statement
------------------ ------ ------------- ---------- ------------ ------------ -------- -------------
RETAIL
****************
SHOPS @ SENECA MALL 1,546,823 7,283,694 8,830,517 1,307,633 1971 Aug 93 40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,672 2,185,627 2,610,299 449,960 1971 Aug 93 40 Years
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 974,344 1971 May 86 35 Years
MARCY NY
WALLKILL PLAZA 2,747,686 9,852,966 12,600,652 1,141,764 1986 Dec 95 40 Years
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 1,027,919 8,754,839 9,782,758 701,454 1972 Aug 97 40 Years
MONROE NY
ROCKLAND PLAZA 3,903,266 8,652,336 12,555,602 3,917,993 1963 Jan 83 40 Years
NANUET NY
SOUTH PLAZA 508,378 2,604,416 3,112,794 1,174,725 1967 Apr 83 40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,990 1,504,719 1,647,709 682,779 1967 Jan 84 40 Years
ONEONTA NY
OSWEGO PLAZA 250,369 3,747,295 3,997,664 1,787,367 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK 93,341 714,842 808,183 325,946 1965 Jan 84 40 Years
ROME NY
MOHAWK ACRES 242,269 2,919,147 3,161,416 1,147,445 1965 Feb 84 40 Years
ROME NY
PRICE CHOPPER PLAZA 934,546 3,820,966 4,755,512 690,284 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR PLAZA - ROME 211,924 1,352,516 1,564,440 434,836 1961 Jan 86 40 Years
ROME NY
NORTHLAND 16,780 1,079,317 1,096,097 365,336 1962 Jan 73 40 Years
WATERTOWN NY
F-45
84
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
ASHLAND SQUARE 1,990,823 7,963,282 31,418
ASHLAND OH
HARBOR PLAZA 388,997 1,456,108 253,099
ASHTABULA OH
BELPRE PLAZA 2,066,121 139,088
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 583,689
BOWLING GREEN OH
BRENTWOOD PLAZA 2,027,969 8,222,875 789,836
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,218,117 70,060
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 157,180
CINCINNATI OH
CROWN POINT SHOPPING CENTER 7,578,857 2,881,681 7,958,319 8,564
COLUMBUS OH
RIVER RUN CENTRE 2,652,564 1,050,261 2,481,106
COSHOCTON OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,613,119
DAYTON OH
HERITAGE SQUARE 1,749,182 7,011,926 96,027
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800 192,574
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,685,919 246,817
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,412,736
GALLIPOLIS OH
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ----------- ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
ASHLAND SQUARE 1,990,823 7,994,700 9,985,523 439,252 1990 Oct 93
ASHLAND OH
HARBOR PLAZA 388,997 1,709,207 2,098,204 464,554 1988 Feb 91
ASHTABULA OH
BELPRE PLAZA 2,205,209 2,205,209 753,706 1969 Jun 88
BELPRE OH
SOUTHWOOD PLAZA 707,073 2,121,208 2,828,281 778,108 1961 May 90
BOWLING GREEN OH
BRENTWOOD PLAZA 2,027,969 9,012,711 11,040,680 1,480,443 1957 May 94
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,288,177 11,588,206 1,055,120 1973,85,87 May 96
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,458,115 6,779,599 907,550 1960 May 94
CINCINNATI OH
CROWN POINT SHOPPING CENTER 2,881,681 7,966,883 10,848,564 533,175 1980-85,97 Jul 98
COLUMBUS OH
RIVER RUN CENTRE 1,050,261 2,481,106 3,531,367 231,685 1992 Jul 98
COSHOCTON OH
SOUTH TOWNE CENTRE 4,737,368 11,250,062 15,987,430 2,820,350 1972 Mar 92
DAYTON OH
HERITAGE SQUARE 1,749,182 7,107,953 8,857,135 1,351,353 1959 Aug 93
DOVER OH
MIDWAY CROSSING 1,944,200 7,969,374 9,913,574 1,013,398 1986 Dec 95
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,932,736 3,220,385 509,889 1978 May 90
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 4,610,409 5,529,431 2,156,930 1972 Dec 86
GALLIPOLIS OH
COLUMN A COLUMN I
------------------ ------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ -------------
RETAIL
****************
ASHLAND SQUARE 40 Years
ASHLAND OH
HARBOR PLAZA 40 Years
ASHTABULA OH
BELPRE PLAZA 40 Years
BELPRE OH
SOUTHWOOD PLAZA 40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 40 Years
CINCINNATI OH
DELHI SHOPPING CENTER 40 Years
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 40 Years
CINCINNATI OH
CROWN POINT SHOPPING CENTER 40 Years
COLUMBUS OH
RIVER RUN CENTRE 40 Years
COSHOCTON OH
SOUTH TOWNE CENTRE 40 Years
DAYTON OH
HERITAGE SQUARE 40 Years
DOVER OH
MIDWAY CROSSING 40 Years
ELYRIA OH
FAIRFIELD MALL 40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 40 Years
GALLIPOLIS OH
F-46
85
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
SHOPPING CENTER - GENOA 96,001 1,016,349
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 562,094
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 525,441
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 341,026
PIQUA OH
BRICE PARK SHOPPING CENTER 4,413,291 4,854,414 10,204,698 9,469
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 397,149
TOLEDO OH
GREENTREE SHOPPING CENTER 5,253,904 3,379,200 6,860,800 41,627
UPPER ARLINGTON OH
SAFEWAY 476,864 1,840,640
MUSKOGEE OK
BETHEL PARK PLAZA 868,039 9,933,094 929,971
BETHEL PARK PA
SUPERVALU/CLEARFIELD 357,218 1,378,949 22,041
CLEARFIELD PA
DILLSBURG SHOPPING CENTER 1,166,376 4,665,505 86,868
DILLSBURG PA
MARKET STREET SQUARE 3,494,045 13,976,027
ELIZABETHTOWN PA
HARDEES - PAD 400,000
HANOVER PA
NEW GARDEN SHOPPING CENTER 912,130 3,161,495 16,672
KENNETT SQUARE PA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 248,972 1987 Mar 91
GENOA OH
PARKWAY PLAZA 950,667 2,632,015 3,582,682 757,758 1955 Sep 89
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,702,359 11,804,730 1,840,949 1991 Feb 93
NEW BOSTON OH
MARKET PLACE 597,923 4,079,190 4,677,113 1,026,626 1972 Nov 91
PIQUA OH
BRICE PARK SHOPPING CENTER 4,854,414 10,214,167 15,068,581 695,466 1989-92 Mar 98
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 1,046,480 2,166,356 3,212,836 548,271 1968 Aug 90
TOLEDO OH
GREENTREE SHOPPING CENTER 3,379,200 6,902,427 10,281,627 458,034 1974,80,91 Jul 98
UPPER ARLINGTON OH
SAFEWAY 476,864 1,840,640 2,317,504 106,255 1981 Aug 93
MUSKOGEE OK
BETHEL PARK PLAZA 868,039 10,863,065 11,731,104 1,093,380 1965 May 97
BETHEL PARK PA
SUPERVALU/CLEARFIELD 357,218 1,400,990 1,758,208 79,592 1982 Aug 93
CLEARFIELD PA
DILLSBURG SHOPPING CENTER 1,166,376 4,752,373 5,918,749 493,951 1994 Oct 96
DILLSBURG PA
MARKET STREET SQUARE 3,494,045 13,976,027 17,470,072 770,759 1993-94 Oct 97
ELIZABETHTOWN PA
HARDEES - PAD 400,000 400,000 34,583 1971 Jul 97
HANOVER PA
NEW GARDEN SHOPPING CENTER 912,130 3,178,167 4,090,297 293,614 1979 Apr 97
KENNETT SQUARE PA
COLUMN A COLUMN I
------------------ -------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ -------------
RETAIL
****************
SHOPPING CENTER - GENOA 40 Years
GENOA OH
PARKWAY PLAZA 40 Years
MAUMEE OH
NEW BOSTON SHOPPING CENTER 40 Years
NEW BOSTON OH
MARKET PLACE 40 Years
PIQUA OH
BRICE PARK SHOPPING CENTER 40 Years
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 40 Years
TOLEDO OH
GREENTREE SHOPPING CENTER 40 Years
UPPER ARLINGTON OH
SAFEWAY 40 Years
MUSKOGEE OK
BETHEL PARK PLAZA 40 Years
BETHEL PARK PA
SUPERVALU/CLEARFIELD 40 Years
CLEARFIELD PA
DILLSBURG SHOPPING CENTER 40 Years
DILLSBURG PA
MARKET STREET SQUARE 40 Years
ELIZABETHTOWN PA
HARDEES - PAD 35 Years
HANOVER PA
NEW GARDEN SHOPPING CENTER 40 Years
KENNETT SQUARE PA
F-47
86
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ----------- --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------ ----------- ------------ ------------
RETAIL
****************
STONEMILL PLAZA 1,407,975 5,650,901 100,565
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 419,792
MT. PLEASANT PA
ACME MARKET 227,720 1,398,726
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,026,320 953,738
PHILADELPHIA PA
ROOSEVELT MALL NE 2,537,377 2,671,543 7,567,717
PHILADELPHIA PA
JOHNSTOWN GALLERIA 3,288,863 1,584,716 6,338,789 168,999
RICHLAND TOWNSHIP PA
HAMPTON SQUARE SHOPPING CENTER 772,800 2,907,200 6,000
UPPER SO HAMPTON PA
SHOPS AT PROSPECT 741,941 2,967,765 70,154
WEST HEMPFIELD PA
CIRCLE CENTER 1,533,329 6,133,106
HILTON HEAD ISLAND SC
PALMETTO CROSSROADS 473,111 1,892,443
HILTON HEAD ISLAND SC
BI-LO 379,829 1,466,141
JAMES ISLAND SC
ISLAND PLAZA 2,820,729 11,283,031 69,505
JAMES ISLAND SC
REMOUNT VILLAGE 3,686,709 1,470,352 5,879,355
N. CHARLESTON SC
CONGRESS CROSSING 1,098,351 6,747,013 83,631
ATHENS TN
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
STONEMILL PLAZA 1,407,975 5,751,466 7,159,441 1,009,728 1988 Jan 94
LANCASTER PA
CROSSROADS PLAZA 384,882 1,460,460 1,845,342 417,515 1975 Nov 88
MT. PLEASANT PA
ACME MARKET 227,720 1,398,726 1,626,446 83,030 1980 Aug 98
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,980,058 8,484,138 905,399 1963 Aug 95
PHILADELPHIA PA
ROOSEVELT MALL NE 2,537,377 10,239,260 12,776,637 5,584,527 1958,1964 Jan 64
PHILADELPHIA PA
JOHNSTOWN GALLERIA 1,584,716 6,507,788 8,092,504 367,884 1993 Jul 97
RICHLAND TOWNSHIP PA
HAMPTON SQUARE SHOPPING CENTER 772,800 2,913,200 3,686,000 147,468 1980 Dec 98
UPPER SO HAMPTON PA
SHOPS AT PROSPECT 741,941 3,037,919 3,779,860 435,533 1994 Jul 95
WEST HEMPFIELD PA
CIRCLE CENTER 1,533,329 6,133,106 7,666,435 338,233 1989 Mar 94
HILTON HEAD ISLAND SC
PALMETTO CROSSROADS 473,111 1,892,443 2,365,554 106,708 1994 Oct 95
HILTON HEAD ISLAND SC
BI-LO 379,829 1,466,141 1,845,970 84,629 1982 Aug 93
JAMES ISLAND SC
ISLAND PLAZA 2,820,729 11,352,536 14,173,265 632,471 1993-94 Oct 97
JAMES ISLAND SC
REMOUNT VILLAGE 1,470,352 5,879,355 7,349,707 320,377 1996 Nov 96
N. CHARLESTON SC
CONGRESS CROSSING 1,098,351 6,830,644 7,928,995 1,544,385 1990 Mar 92
ATHENS TN
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
STONEMILL PLAZA 40 Years
LANCASTER PA
CROSSROADS PLAZA 40 Years
MT. PLEASANT PA
ACME MARKET 40 Years
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 40 Years
PHILADELPHIA PA
JOHNSTOWN GALLERIA 40 Years
RICHLAND TOWNSHIP PA
HAMPTON SQUARE SHOPPING CENTER 40 Years
UPPER SO HAMPTON PA
SHOPS AT PROSPECT 40 Years
WEST HEMPFIELD PA
CIRCLE CENTER 40 Years
HILTON HEAD ISLAND SC
PALMETTO CROSSROADS 40 Years
HILTON HEAD ISLAND SC
BI-LO 40 Years
JAMES ISLAND SC
ISLAND PLAZA 40 Years
JAMES ISLAND SC
REMOUNT VILLAGE 40 Years
N. CHARLESTON SC
CONGRESS CROSSING 40 Years
ATHENS TN
F-48
87
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
ST. ELMO CENTRAL 4,012,897 1,529,587 6,115,470
CHATTANOOGA TN
WINN-DIXIE 591,450 2,365,576
CHATTANOOGA TN
APISON CROSSING 1,679,125 6,716,542
COLLEGEDALE TN
SADDLETREE VILLAGE 1,875,149 685,676 2,900,245
COLLEGEDALE TN
WEST TOWNE SQUARE SHOPPING CENTER 529,103 3,880,088 25,139
ELIZABETHTON TN
GREENEVILLE COMMONS 1,075,200 7,884,800 33,695
GREENEVILLE TN
HAZEL PATH COMMONS 919,231 3,677,158 468
HENDERSONVILLE TN
KIMBALL CROSSING 3,966,352 15,875,659 9,999
KIMBALL TN
FIRST AMERICAN BANK/AUDITION HI FI 90,233
KINGSPORT TN
CHAPMAN-FORD CROSSING 2,367,047 9,468,292
KNOXVILLE TN
FARRAR PLACE 804,963 3,220,060
MANCHESTER TN
GEORGETOWN SQUARE 1,166,924 4,674,698 208,342
MURFREESBORO TN
MADISON STREET STATION 752,499 3,012,444 203,257
SHELBYVILLE TN
COMMERCE CENTRAL 8,708,506 3,043,798 12,177,046 69,128
TULLAHOMA TN
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
ST. ELMO CENTRAL 1,529,587 6,115,470 7,645,057 333,507 1995 Aug 96
CHATTANOOGA TN
WINN-DIXIE 591,450 2,365,576 2,957,026 131,761 1995 Jul 96
CHATTANOOGA TN
APISON CROSSING 1,679,125 6,716,542 8,395,667 370,408 1997 Jul 97
COLLEGEDALE TN
SADDLETREE VILLAGE 685,676 2,900,245 3,585,921 157,658 1990 Jun 98
COLLEGEDALE TN
WEST TOWNE SQUARE SHOPPING CENTER 529,103 3,905,227 4,434,330 261,239 1970,1998 Jun 98
ELIZABETHTON TN
GREENEVILLE COMMONS 1,075,200 7,918,495 8,993,695 1,736,690 1990 Mar 92
GREENEVILLE TN
HAZEL PATH COMMONS 919,231 3,677,626 4,596,857 202,789 1989 Nov 95
HENDERSONVILLE TN
KIMBALL CROSSING 3,966,352 15,885,658 19,852,010 868,454 1987 Nov 95
KIMBALL TN
FIRST AMERICAN BANK/AUDITION HI FI 90,233 90,233 978 1970 Sep 92
KINGSPORT TN
CHAPMAN-FORD CROSSING 2,367,047 9,468,292 11,835,339 522,324 1990 Dec 92
KNOXVILLE TN
FARRAR PLACE 804,963 3,220,060 4,025,023 177,580 1990 Dec 95
MANCHESTER TN
GEORGETOWN SQUARE 1,166,924 4,883,040 6,049,964 928,547 1986 Sep 93
MURFREESBORO TN
MADISON STREET STATION 752,499 3,215,701 3,968,200 169,333 1985 Oct 95
SHELBYVILLE TN
COMMERCE CENTRAL 3,043,798 12,246,174 15,289,972 666,898 1995 Aug 96
TULLAHOMA TN
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
ST. ELMO CENTRAL 40 Years
CHATTANOOGA TN
WINN-DIXIE 40 Years
CHATTANOOGA TN
APISON CROSSING 40 Years
COLLEGEDALE TN
SADDLETREE VILLAGE 40 Years
COLLEGEDALE TN
WEST TOWNE SQUARE SHOPPING CENER 40 Years
ELIZABETHTON TN
GREENEVILLE COMMONS 40 Years
GREENEVILLE TN
HAZEL PATH COMMONS 40 Years
HENDERSONVILLE TN
KIMBALL CROSSING 40 Years
KIMBALL TN
FIRST AMERICAN BANK/AUDITION HI FI 40 Years
KINGSPORT TN
CHAPMAN-FORD CROSSING 40 Years
KNOXVILLE TN
FARRAR PLACE 40 Years
MANCHESTER TN
GEORGETOWN SQUARE 40 Years
MURFREESBORO TN
MADISON STREET STATION 40 Years
SHELBYVILLE TN
COMMERCE CENTRAL 40 Years
TULLAHOMA TN
F-49
88
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
MERCHANT'S CENTRAL 6,529,994 2,891,062 11,564,219 43,990
WINCHESTER TN
BARDIN PLACE CENTER 6,733,620 27,101,486 20,000
ARLINGTON TX
KMART 464,219 2,048,226
DE SOTO TX
HOUSTON II 71,600 286,239
HOUSTON TX
HOUSTON II 56,200 224,959
HOUSTON TX
IRVING WEST SC 2,781,163 933,850 3,735,400 3,735
IRVING TX
KROGER 390,012 1,505,457
MISSOURI CITY TX
EL CHICO 450,886 504,012
TEMPLE TX
VALLEY FAIR MASTER AND INTERIOR COSTS 16,989,743 6,985,675 27,942,699 2,169,308
WEST VALLEY CITY UT
SHOPPING CENTER - COLONIAL HTS 290,000 792,441 24,825
COLONIAL HEIGHTS VA
FACTORY MERCHANTS FT CHISWELL 411,023 1,644,017 403,502
FT CHISWELL VA
PIZZA HUT - PAD 427,500
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 117,256
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 155,427
MIDLOTHIAN VA
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
MERCHANT'S CENTRAL 2,891,062 11,608,209 14,499,271 651,087 1997 Dec 97
WINCHESTER TN
BARDIN PLACE CENTER 6,733,620 27,121,486 33,855,106 1,489,614 1992-93 Oct 97
ARLINGTON TX
KMART 464,219 2,048,226 2,512,445 117,974 1980 Aug 93
DE SOTO TX
HOUSTON II 71,600 286,239 357,839 15,944 1985 Dec 92
HOUSTON TX
HOUSTON II 56,200 224,959 281,159 12,529 1985 Dec 92
HOUSTON TX
IRVING WEST SC 933,850 3,739,135 4,672,985 211,259 1987 Sep 93
IRVING TX
KROGER 390,012 1,505,457 1,895,469 86,904 1982 Aug 93
MISSOURI CITY TX
EL CHICO 450,886 504,012 954,898 27,895 1995 Dec 95
TEMPLE TX
VALLEY FAIR MASTER AND INTERIOR COSTS 6,985,675 30,112,007 37,097,682 2,014,992 1970 Dec 96
WEST VALLEY CITY UT
SHOPPING CENTER - COLONIAL HTS 290,000 817,266 1,107,266 332,071 1972 May 86
COLONIAL HEIGHTS VA
FACTORY MERCHANTS FT CHISWELL 411,023 2,047,519 2,458,542 459,141 1989 Nov 93
FT CHISWELL VA
PIZZA HUT - PAD 427,500 427,500 53,946 1969 Jul 96
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,232,061 9,010,762 1,463,055 1991 Jan 93
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,364,154 17,912,586 2,454,082 1991 Mar 94
MIDLOTHIAN VA
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
MERCHANT'S CENTRAL 40 Years
WINCHESTER TN
BARDIN PLACE CENTER 40 Years
ARLINGTON TX
KMART 40 Years
DE SOTO TX
HOUSTON II 40 Years
HOUSTON TX
HOUSTON II 40 Years
HOUSTON TX
IRVING WEST SC 40 Years
IRVING TX
KROGER 40 Years
MISSOURI CITY TX
EL CHICO 40 Years
TEMPLE TX
VALLEY FAIR MASTER AND INTERIOR COSTS 40 Years
WEST VALLEY CITY UT
SHOPPING CENTER - COLONIAL HTS 35 Years
COLONIAL HEIGHTS VA
FACTORY MERCHANTS FT CHISWELL 40 Years
FT CHISWELL VA
PIZZA HUT - PAD 35 Years
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 40 Years
MECHANICSVILLE VA
VICTORIAN SQUARE 40 Years
MIDLOTHIAN VA
F-50
89
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D
------------------ ------------ --------------------------- ----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumberances Land Improvements Improvements
------------------ ------------- ----------- ------------ ------------
RETAIL
****************
VA-KY REGIONAL SC 2,795,765 11,183,253 9,999
NORTON VA
CAVE SPRING CORNERS SHOPPING CENTER 1,064,298 4,257,792 108,378
ROANOKE VA
HUNTING HILLS SHOPPING CENTER 4,023,589 1,897,007 6,010,376 9,047
ROANOKE VA
LAKESIDE PLAZA 1,383,339 5,355,788
SALEM VA
SHOPPING CENTER - FREDRICKSBURG 250,000 1,363,880 361,444
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 3,601,646 1,432,155 4,616,848 196,443
VINTON VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 598,103
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 5,066,736
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,358,333 153,150
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 143,331
VIENNA WV
------------ -------------- --------------- -------------
$ 358,233,417 $ 535,904,692 $ 2,115,970,315 $ 200,360,894
============= =============== ================ ==============
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H
------------------ ---------------------------------------- ------------ ------------ --------
Gross Amount at Which Carried at the
Close of the Period
----------------------------------------
Building & Accumulated Date Date
Description Land Improvements Total Depreciation Constructed Acquired
------------------ ------ ------------- ---------- ------------ ------------ --------
RETAIL
****************
VA-KY REGIONAL SC 2,795,765 11,193,252 13,989,017 616,302 1989 Dec 92
NORTON VA
CAVE SPRING CORNERS SHOPPING CENTER 1,064,298 4,366,170 5,430,468 389,030 1969 Jun 97
ROANOKE VA
HUNTING HILLS SHOPPING CENTER 1,897,007 6,019,423 7,916,430 409,531 1989 Apr 98
ROANOKE VA
LAKESIDE PLAZA 1,383,339 5,355,788 6,739,127 215,858 1989 Apr 99
SALEM VA
SHOPPING CENTER - FREDRICKSBURG 250,000 1,725,324 1,975,324 609,703 1970 May 86
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 1,432,155 4,813,291 6,245,446 341,214 1976 Feb 98
VINTON VA
RIDGEVIEW CENTRE 2,707,679 5,015,895 7,723,574 1,047,067 1990 Jul 92
WISE VA
MOUNDSVILLE PLAZA 228,283 7,056,534 7,284,817 1,376,673 1961 Dec 88
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,511,483 4,511,483 1,449,109 1986 Jun 88
PARKERSBURG WV
KMART PLAZA 664,121 2,799,814 3,463,935 539,800 1975 Feb 93
VIENNA WV
-------------- --------------- --------------- --------------
$ 535,904,692 $ 2,316,331,209 $ 2,852,235,901 $ 262,359,106
=============== =============== ================ ===============
COLUMN A COLUMN I
------------------ --------------
Life on Which
Depreciated -
Latest Income
Description Statement
------------------ --------------
RETAIL
****************
VA-KY REGIONAL SC 40 Years
NORTON VA
CAVE SPRING CORNERS SHOPPING CENTER 40 Years
ROANOKE VA
HUNTING HILLS SHOPPING CENTER 40 Years
ROANOKE VA
LAKESIDE PLAZA 40 Years
SALEM VA
SHOPPING CENTER - FREDRICKSBURG 35 Years
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 40 Years
VINTON VA
RIDGEVIEW CENTRE 40 Years
WISE VA
MOUNDSVILLE PLAZA 40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 40 Years
PARKERSBURG WV
KMART PLAZA 40 Years
VIENNA WV
F-51
90
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(IN THOUSANDS)
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
[a] Reconciliation of total real estate carrying value
is as follows:
Balance at beginning of year $ 2,880,645 $ 2,825,469
Acquisitions and improvements 38,102 75,480
Write-off fully depreciated assets (12,900) --
Real estate held for sale (9,959) --
Allocation of purchase price -- 4,000
Impairment of real estate (3,620) --
Cost of property sold (49,992) (24,304)
----------- -----------
Balance at end of year $ 2,842,276 $ 2,880,645
=========== ===========
Total cost for federal tax purposes at end of
each year $ 2,475,320 $ 2,491,717
=========== ===========
[b] Reconciliation of accumulated depreciation as
follows:
Balance at beginning of year $ 216,274 $ 158,021
Depreciation expense 63,661 62,163
Deletions - property sold (4,676) (3,910)
Write-off fully depreciated assets (12,900) --
Real estate held for sale (855) --
----------- -----------
Balance at end of year $ 261,504 $ 216,274
=========== ===========
F-52
91
NEW PLAN EXCEL REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
(AMOUNTS IN THOUSANDS)
SCHEDULE IV
DECEMBER 31, 2000
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G
-------- -------- -------- -------- -------- -------- --------
FACE AMOUNT CARRYING
FINAL FACE PRIOR OF AMOUNT
DESCRIPTION INTEREST RATE MATURITY DATE PERIODIC PAYMENT TERMS LIENS MORTGAGES OF MORTGAGES
----------- ------------- ------------- ---------------------- ----- --------- ------------
Purchase money first mortgage,
collateralized Interest payable
by a shopping center in monthly, balance at
Connellsville, PA 10% 8/31/2000 maturity $5,420 $5,180
Purchase money first mortgage,
collateralized Interest payable
by a shopping center in monthly, balance at
Whitesboro, NY 9.38% 7/31/2000 maturity 4,610 4,205
Leasehold mortgage,
collateralized by a
tenant lease in D&F Plaza in Interest and principal
Dunkirk, NY 12% 5/1/2008 payable monthly 1,000 784
Purchase money first mortgage,
collateralized Interest payable
by a shopping center in New quarterly and principal
Bern, NC 7.2% 5/9/2001 payable at maturity 750 750
Leasehold mortgage,
collateralized by a
tenant lease in Shops @ Interest and principal
Seneca in Liverpool, NY 10% 5/31/2008 payable monthly 1,823 1,527
Purchase money first mortgage,
collateralized Interest and principal
by a building in Tucson, AZ 8.5% 11/12/2003 payable monthly 758 736
Purchase money first mortgage,
collateralized Interest payable
by a shopping center in monthly, balance at
Omaha, NE 10% 5/1/2001 maturity 1,250 1,250
----- -----
$15,611 $14,432
======= =======
Note: Column H is not applicable
F-53
92
NEW PLAN EXCEL REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
(AMOUNTS IN THOUSANDS)
SCHEDULE IV
(CONTINUED)
YEAR ENDED
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------
Balance, beginning of period $ 13,388 $ 13,399
Additions during period:
New loans 1,986 5,168
Reductions during period:
Collection of principal (942) (5,179)
-------- --------
Balance, end of period $ 14,432 $ 13,388
======== ========
F-54
93
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NEW PLAN EXCEL REALTY TRUST, INC.
(Registrant)
By: /s/ GLENN J. RUFRANO
-------------------------------------
Glenn J. Rufrano
President and Chief Executive Officer
Dated: March 15, 2001
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 of March 15, 2001
-------------------------------------------- Directors
William Newman
/s/ GLENN J. RUFRANO President and Chief Executive Officer March 15, 2001
-------------------------------------------- and Director
Glenn J. Rufrano
/s/ JOHN B. ROCHE Chief Financial Officer March 15, 2001
-------------------------------------------- (principal financial officer
John B. Roche and principal accounting officer)
/s/ DEAN R. BERNSTEIN Senior Vice President - March 15, 2001
-------------------------------------------- Acquisitions/Dispositions and Director
Dean R. Bernstein
/s/ RAYMOND H. BOTTORF Director March 15, 2001
--------------------------------------------
Raymond H. Bottorf
/s/ ROBERT A. FRIEDMAN Director March 9, 2001
--------------------------------------------
Robert A. Friedman
/s/ NORMAN GOLD Director March 9, 2001
--------------------------------------------
Norman Gold
F-55
94
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MATTHEW GOLDSTEIN Director March 9, 2001
--------------------------------------------
Dr. Matthew Goldstein
/s/ ARNOLD LAUBICH Director March 15, 2001
--------------------------------------------
Arnold Laubich
/s/ MELVIN D. NEWMAN Director March 15, 2001
--------------------------------------------
Melvin D. Newman
/s/ BRUCE A. STALLER Director March 9, 2001
--------------------------------------------
Bruce A. Staller
/s/ JOHN WETZLER Director March 15, 2001
--------------------------------------------
John Wetzler
/s/ GREGORY A. WHITE Director March 15, 2001
--------------------------------------------
Gregory A. White
F-56
95
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
*3.1 Articles of Amendment and Restatement of the Charter of the
Company filed as Exhibit 3.01 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-59195.
*3.2 Articles of Amendment of Articles of Amendment and Restatement
of the Charter of the Company filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-3, File No.
333-65211.
*3.3 Amended and Restated Bylaws of the Company filed as Exhibit 4.6
to the Company's Registration Statement on Form S-3, File No.
333-65211.
*3.4 Amendments to the Bylaws of the Company, dated April 21, 1999,
filed as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q/A for the quarter ended June 30, 1999.
*3.5 Amendments to the Bylaws of the Company, dated June 3, 1999,
filed as Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q/A for the quarter ended June 30, 1999.
*3.6 Amendments to the Bylaws of the Company, dated February 7, 2000,
filed as Exhibit 3.6 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
*4.1 Articles Supplementary classifying 4,600,000 shares of preferred
stock as 8 1/2% Series A Cumulative Convertible Preferred Stock
filed as Exhibit 4.01 to the Company's Current Report on Form
8-K dated February 7, 1997.
*4.2 Articles Supplementary classifying 690,000 shares of preferred
stock as 8 5/8% Series B Cumulative Redeemable Preferred Stock
filed as Exhibit 4.02 to the Company's Current Report on Form
8-K dated January 14, 1998.
*4.3 Articles Supplementary relating to the Series C Junior
Participating Preferred Stock of the Company, which may in the
future be issued under the Company's Rights Plan filed as
Exhibit 4.3 to the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1998.
*4.4 Articles Supplementary classifying 150,000 shares of preferred
stock as 7.80% Series D Cumulative Voting Step-Up Premium Rate
Preferred Stock filed as Exhibit 4.5 to the Company's
Registration Statement on Form S-3, File No. 333-65211.
*10.1 Amended and Restated 1993 Stock Option Plan of the Company filed
as Exhibit 4.1 to the Company's Registration Statement on Form
S-8, File No. 333-65223.
*10.2 Amendment to the Amended and Restated 1993 Stock Option Plan of
the Company, dated May 28, 1998, dated September 28, 1998, filed
as Exhibit 10.4 to the Company's Annual Report on Form 10-K/A
for the year ended December 31, 1998.
*10.3 Amendment to the Amended and Restated 1993 Stock Option Plan of
the Company, dated February 8, 1999, filed as Exhibit 10.5 to
the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1998.
*10.4 Amendment to the Amended and Restated 1993 Stock Option Plan of
the Company, dated April 21, 1999, filed as Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1999.
*10.5 Amendment to the Amended and Restated 1993 Stock Option Plan of
the Company, dated February 17, 2000, filed as Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
F-57
96
*10.6 Directors' Amended and Restated 1994 Stock Option Plan of the
Company, dated May 10, 1996, filed as Exhibit 10.8 to the
Company's Annual Report on Form 10-K/A for the year ended
December 31, 1998.
*10.7 Amendment to the Amended and Restated 1994 Directors' Stock
Option Plan of the Company, dated September 28, 1998, filed as
Exhibit 10.9 to the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1998.
*10.8 Amendment to the Amended and Restated 1994 Directors' Stock
Option Plan of the Company, dated February 17, 2000, filed as
Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
*10.9 Amendment to the Amended and Restated 1994 Directors' Stock
Option Plan of the Company, effective as of May 24, 2000, filed
as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000.
*10.10 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8, File
No. 333-65221.
*10.11 New Plan Realty Trust 1991 Stock Option Plan, as amended, filed
as Exhibit 4.2 to the Company's Registration Statement on Form
S-8, File No. 333-65221.
*10.12 Amended and Restated New Plan Realty Trust 1985 Incentive Stock
Option Plan filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-8, File No. 333-65221.
*10.13 New Plan Realty Trust March 1991 Stock Option Plan and
Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-8, File No.
333-65221.
*10.14 Credit Agreement, dated as of November 17, 1999, by and among
New Plan Excel Realty Trust, Inc., the lenders party thereto,
The Bank of New York, as administrative agent, and Bank One, NA
and BankBoston, N.A., each as co-documentation agent, filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
*10.15 Amendment No. 1 to Credit Agreement, dated as of June 27, 2000,
by and among the Company, the lenders party thereto, The Bank of
New York, as administrative agent, and Bank One, NA and
BankBoston, N.A., each as co-documentation agent, filed as
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000.
10.16 Amendment No. 2 to Credit Agreement, dated as of October 16,
2000, by and among the Company, the lenders party thereto, The
Bank of New York, as administrative agent, and Bank One, NA and
Fleet National Bank, f/k/a BankBoston, N.A., each as
co-documentation agent.
10.17 Amendment No. 3 to Credit Agreement, dated as of November 3,
2000, by and among the Company, the lenders party thereto, The
Bank of New York, as administrative agent, and Bank One, NA and
Fleet National Bank, f/k/a BankBoston, N.A., each as
co-documentation agent.
*10.18 Guaranty, dated as of November 17, 1999, by and among New Plan
Realty Trust, Excel Realty Trust - ST, Inc. and The Bank of New
York, as administrative agent, filed as Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1999.
*10.19 Credit Agreement, dated as of November 17, 1999, by and among
New Plan Excel Realty Trust, Inc., the lenders party thereto,
The Bank of New York, as administrative agent, and Bank One, NA
F-60
97
and BankBoston, N.A., each as co-documentation agent, filed as
Exhibit 10.15 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
*10.20 Amendment No. 1 to Credit Agreement, dated as of June 27, 2000,
by and among the Company, the lenders party thereto, The Bank of
New York, as administrative agent, and Bank One, NA and
BankBoston, N.A., each as co-documentation agent, filed as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000.
10.21 Amendment No. 2 to Credit Agreement, dated as of November 3,
2000, by and among the Company, the lenders party thereto, The
Bank of New York, as administrative agent, and Bank One, NA and
Fleet National Bank, f/k/a BankBoston, N.A., each as
co-documentation agent
*10.22 Guaranty, dated as of November 17, 1999, by and among New Plan
Realty Trust, Excel Realty Trust - ST, Inc. and The Bank of New
York, as administrative agent, filed as Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1999.
*10.23 Indenture, dated as of May 8, 1995, between the Company and
State Street Bank and Trust Company of California, N.A. (as
successor to the First National Bank of Boston) filed as Exhibit
4.01 to the Company's Registration Statement on Form S-3, File
No. 33-59195, as amended, on May 9, 1995.
*10.24 First Supplemental Indenture, dated as of April 4, 1997, between
the Company and State Street Bank and Trust Company of
California, N.A. filed as Exhibit 4.02 to the Company's
Registration Statement on Form S-3, File No. 333-24615, as
amended, on April 4, 1997.
*10.25 Second Supplemental Indenture, dated as of July 3, 1997, between
the Company and State Street Bank and Trust Company of
California, N.A. filed as Exhibit 4.01 to the Company's Current
Report on Form 8-K dated July 3, 1997.
*10.26 Senior Securities Indenture, dated as of March 29, 1995, between
New Plan Realty Trust and The First National Bank of Boston, as
Trustee filed as Exhibit 4.2 to New Plan Realty Trust's
Registration Statement on Form S-3, File No. 33-60045.
*10.27 First Supplemental Indenture, dated as of August 5, 1999, by and
among New Plan Realty Trust, New Plan Excel Realty Trust, Inc.
and State Street Bank and Trust Company filed as Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
*10.28 Senior Securities Indenture, dated as of February 3, 1999, among
the Company, New Plan Realty Trust, as guarantor, and State
Street Bank and Trust Company, as Trustee, filed as Exhibit 4.1
to the Company's Current Report on Form 8-K dated February 3,
1999.
*10.29 Amended and Restated Agreement of Limited Partnership of Excel
Realty Partners, L.P., dated as of June 25, 1997, filed as
Exhibit 10.20 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997.
*10.30 First Amendment to Amended and Restated Agreement of Limited
Partnership of Excel Realty Partners, L.P., dated as of August
20, 1999, by and among New Plan DRP Trust, New Plan Excel Realty
Trust, Inc. and the current and future partners in the
partnership filed as Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999.
*10.31 Agreement and Plan of Merger, dated May 14, 1998, as amended as
of August 7, 1998, among the Company, ERT Merger Sub, Inc. and
New Plan Realty Trust filed, as Exhibit 2.1 to the Company's
Registration Statement on Form S-4, File No. 333-61131.
*10.32 Rights Agreement, dated as of May 15, 1998, between the Company
and BankBoston, N.A., filed as Exhibit 4 to the Company's Report
on Form 8-A dated May 19, 1998.
F-59
98
*10.33 First Amendment to Rights Agreement, dated as of February 8,
1999, between the Company and BankBoston, N.A. filed as Exhibit
4.1 to the Company's Report on Form 8-A/A (Amendment No. 1)
dated May 5, 1999.
*10.34 Dividend Reinvestment and Share Purchase Plan, included in the
prospectus of the Company filed pursuant to Rule 424(b)(3), File
No. 333-65211, on April 20, 2000.
*10.35 Employment Agreement, dated as of September 17, 1998, by and
between the Company and William Newman, filed as Exhibit 10.39
to the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1998.
*10.36 Employment Agreement, dated as of February 23, 2000, by and
between the Company and Glenn J. Rufrano, filed as Exhibit 10.1
to the Company's Current Report on Form 8-K, dated March 9,
2000.
*10.37 Employment Agreement, dated as of April 14, 2000, by and between
the Company and John Roche, filed as Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
*10.38 Employment Agreement, dated as of September 14, 2000, by and
between the Company and Leonard Brumberg, filed as Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000.
10.39 Employment Agreement, dated as of September 25, 1998, by and
between the Company and Dean Bernstein.
*10.40 Employment Agreement, dated as of September 25, 1998, by and
between the Company and Steven F. Siegel, filed as Exhibit 10.45
to the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1998.
*10.41 Support Agreement, dated as of May 14, 1998, by William Newman
to the Company, filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-4, File No. 333-61131, dated
August 11, 1998.
*10.42 Agreement, dated as of February 23, 2000, by and between the
Company and Arnold Laubich, filed as Exhibit 10.9 to the
Company's Current Report on Form 8-K, dated March 9, 2000.
*10.43 Agreement, dated as of May 5, 2000, by and between the Company
and James M. Steuterman, filed as Exhibit 10.16 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
10.44 Agreement, dated as of December 19, 2000, by and between the
Company and James DeCicco.
*10.45 Amended and Restated Guaranty of Payment, dated as of April 28,
2000, by the Company (Pointe Orlando), filed as Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
*10.46 Amended and Restated Unconditional Guaranty of Payment and
Performance, dated as of April 5, 2000, by the Company (Briar
Preston Ridge), filed as Exhibit 10.8 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000.
*10.47 Guaranty, dated as of April 5, 2000, by the Company for the
benefit of Bank One, Texas, National Association (Briar Preston
Ridge), filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000.
F-60
99
*10.48 Term Loan Agreement, dated as of March 7, 2000, between the
Company and Fleet National Bank, filed as Exhibit 10.41 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1999.
*10.49 Amendment No. 1 to Term Loan Agreement, dated as of June 27,
2000, between the Company and Fleet National Bank, filed as
Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000.
10.50 Amendment No. 2 to Term Loan Agreement, dated as of November 3,
2000, between the Company and Fleet National Bank
10.51 Amendment No. 3 to Term Loan Agreement, dated as of March 2,
2001, between the Company and Fleet National Bank
*10.52 Guaranty, dated as of March 7, 2000, by the Trust and Excel
Realty Trust - ST, Inc., filed as Exhibit 10.42 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
*10.53 Stock Option Agreement, dated as of February 23, 2000, by and
between the Company and Glenn J. Rufrano (relating to 460,976
options), filed as Exhibit 10.2 to the Company's Current Report
on Form 8-K, dated March 9, 2000.
*10.54 Stock Option Agreement, dated as of February 23, 2000, by and
between the Company and Glenn J. Rufrano (relating to 39,024
options), filed as Exhibit 10.3 to the Company's Current Report
on Form 8-K, dated March 9, 2000.
*10.55 Stock Option Agreement, dated as of February 23, 2000, by and
between the Company and Glenn J. Rufrano (relating to 200,000
options), filed as Exhibit 10.4 to the Company's Current Report
on Form 8-K, dated March 9, 2000.
*10.56 Stock Option Agreement, dated as of February 23, 2000, by and
between the Company and Glenn J. Rufrano (relating to 515,121
options), filed as Exhibit 10.5 to the Company's Current Report
on Form 8-K, dated March 9, 2000.
*10.57 Recourse Promissory Note, dated February 23, 2000, made by Glenn
J. Rufrano in favor of the Company, filed as Exhibit 10.6 to the
Company's Current Report on Form 8-K, dated March 9, 2000.
*10.58 Limited Recourse Promissory Note, dated February 23, 2000, made
by Glenn J. Rufrano in favor of the Company, filed as Exhibit
10.7 to the Company's Current Report on Form 8-K, dated March 9,
2000.
*10.59 Stock Pledge Agreement, dated February 23, 2000 between the
Company and Glenn J. Rufrano, filed as Exhibit 10.8 to the
Company's Current Report on Form 8-K, dated March 9, 2000.
12 Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
F-61
100
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP.
------------------------------
*Incorporated herein by reference as above indicated.
F-62