UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31, 2003 |
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or |
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Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commissions file number 1-12244
A. Full title of the plan and the address of the plan, if different from that of the issuer named below.
New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2003
TABLE OF CONTENTS
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Statements of Net Assets Available For Benefits as of December 31, 2003 and 2002 |
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Statement of Changes in Net Assets Available For Benefits for the year ended December 31, 2003 |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) as of December 31, 2003 |
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Signatures |
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Exhibits |
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm |
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To the Board of Trustees
New Plan Excel Realty Trust, Inc.
Retirement and 401(k) Savings Plan
New York, New York
We have audited the accompanying statements of net assets available for benefits of New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan (the Plan) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with United States generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) at December 31, 2003, is presented for the purpose of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. This supplemental information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
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/s/SCHONBRAUN SAFRIS McCANN BEKRITSKY & CO., L.L.C. |
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Roseland, New Jersey |
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May 26, 2004 |
NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2003 |
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2002 |
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ASSETS |
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Investments (Notes 3 and 5) |
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American Balanced Fund |
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$ |
581,755 |
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$ |
339,474 |
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American Century Equity Income |
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1,308,233 |
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1,180,887 |
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American Century Small Cap Value |
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590,116 |
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359,982 |
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BlackRock Core Bonds |
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497,969 |
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392,031 |
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BlackRock Money Market |
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1,118,460 |
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1,111,026 |
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Federated Max-Cap Index |
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205,501 |
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62,241 |
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Federated Mid-Cap Index |
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138,537 |
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57,687 |
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Fidelity Advisor Dividend Growth |
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68,989 |
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14,140 |
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Fidelity Advisor Mid Cap |
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217,718 |
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82,944 |
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Growth Fund of America |
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413,377 |
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133,023 |
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Invesco Technology K |
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199,455 |
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121,266 |
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Janus Advisor Capital Appreciation |
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283,771 |
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255,310 |
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Janus Advisor Worldwide |
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452,176 |
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494,295 |
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MFS New Discovery |
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261,574 |
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144,731 |
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New Plan Excel Realty Trust, Inc. |
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Common Stock |
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1,439,121 |
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1,020,514 |
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Putnam International Growth |
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84,479 |
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26,964 |
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Washington Mutual Investors |
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806,177 |
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603,804 |
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8,667,408 |
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6,400,319 |
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Receivables |
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Loans to participants |
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183,881 |
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178,587 |
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Contributions receivable: |
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Employee |
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47,652 |
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34,498 |
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Employer |
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15,247 |
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65,553 |
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8,914,188 |
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6,678,957 |
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LIABILITIES |
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Other liabilities |
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13,220 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
8,914,188 |
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$ |
6,665,737 |
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The accompanying notes are an integral part of these financial statements.
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NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003
ADDITIONS |
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Earnings on investments |
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Gain on Investments (Note 3) |
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Realized gain |
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$ |
125,591 |
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Unrealized gain |
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1,224,651 |
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Interest |
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8,226 |
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Dividends (Note 5) |
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200,333 |
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Other |
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13,220 |
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1,572,021 |
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Contributions |
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Participants |
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1,295,057 |
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Employers |
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423,125 |
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Rollover contributions |
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123,520 |
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1,841,702 |
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Total additions |
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3,413,723 |
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DEDUCTIONS |
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Deductions from net assets attributed to |
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Benefits paid to participants |
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1,165,272 |
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Net change in net assets available for benefits |
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2,248,451 |
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Net assets available for benefits, beginning of year |
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6,665,737 |
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Net assets available for benefits, end of year |
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$ |
8,914,188 |
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The accompanying notes are an integral part of these financial statements.
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NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
DECEMBER 31, 2003
1. DESCRIPTION OF PLAN
The New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan (the Plan) became effective August 1, 1989, and was amended on April 1, 2002. The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plans provisions.
a. General
The Plan is a participant directed, defined contribution plan, which covers substantially all employees as defined in the Plan agreement of New Plan Excel Realty Trust, Inc. (the Company or the Employer). Shares of common stock of New Plan Excel Realty Trust, Inc. are among the investment options offered to participants pursuant to the Plan.
b. Contributions
Pursuant to Internal Revenue Code Section 401(k), a participant of the Plan may elect to have up to 15%, or a flat dollar amount, of his or her compensation, subject to limitations, contributed to the Plan. The participants compensation, otherwise payable in cash, is reduced to reflect such election.
The Employer may contribute to the Plan amounts determined by the Employers Board of Directors, a discretionary matching contribution equal to a uniform percentage of the amount of employee salary reduction.
The Plan also provides for rollover contributions by participants subject to limitations defined in the Plan agreement. Rollover contributions are comprised of contributions by new employees of benefits from other employee benefit plans.
c. Vesting
Participants are immediately vested in their 401(k) voluntary contributions and rollover contributions, plus actual earnings thereon. Vesting in the Employer basic contribution and earnings thereon occurs at the rate of 20% for each year of service, after the second year of service. A participant is 100% vested after five years of credited service.
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d. Termination of Participation
All participants leaving the Plan are paid on their vested portion, as of their termination date. Any non-vested portions of terminated participants account balances are considered forfeitures.
e. Forfeitures
Forfeitures by participants as defined in the Plan document will be used to reduce the Employers contributions to the Plan.
f. Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their account balance.
The loan must:
(a) bear a reasonable rate of interest, as determined by the Plan administrator,
(b) be for a term of no more than five years or, if borrowed to purchase a principal residence, a reasonable period,
(c) be adequately secured, and
(d) be repaid in level installments by payroll withholding, at least quarterly.
g. Payment of Benefits
On termination of services due to retirement, disability, or hardship a participant will receive a lump-sum amount equal to the vested interest in his or her account. On termination due to death, benefits may be paid in a lump-sum or in installments not extending beyond five years.
h. Administrative Fees
Commencing in 2003, administrative fees incurred by the Plan were paid by the Company.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA), as applied to defined contribution plans.
b. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
c. Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Employers stock (see Note 5) is valued at its quoted market price. Participant notes receivable are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
d. Payment of Benefits
Benefits are recorded when paid.
e. Risk and Uncertainties
The Plan provides for various investment options and participants may invest in any combination of mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
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3. INVESTMENTS
The following presents investments that represent 5% or more of the Plans net assets at December 31:
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2003 |
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2002 |
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American Balanced Fund |
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$ |
581,755 |
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$ |
339,474 |
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American Century Equity Income |
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1,308,233 |
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1,180,887 |
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American Century Small Cap Value |
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590,116 |
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359,982 |
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BlackRock Core Bonds |
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497,969 |
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392,031 |
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BlackRock Money Market |
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1,118,460 |
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1,111,206 |
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Janus Advisor Worldwide |
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452,176 |
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494,295 |
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New Plan Excel Realty Trust, Inc. (see Note 5) |
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1,439,121 |
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1,020,514 |
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Washington Mutual Investors |
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806,177 |
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603,804 |
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During the year ended December 31, 2003, the investments of the Plan appreciated in fair value as follows:
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Proceeds |
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Aggregate |
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Realized |
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Mutual fund Investments |
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$ |
2,219,625 |
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$ |
2,116,941 |
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$ |
102,684 |
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New Plan Excel Realty Trust, Inc. |
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Common Stock |
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541,880 |
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518,973 |
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22,907 |
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$ |
2,761,505 |
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$ |
2,635,914 |
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$ |
125,591 |
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Unrealized Appreciation:
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Value at |
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Purchases |
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Increase |
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Value at |
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Mutual fund Investments |
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$ |
5,379,805 |
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$ |
917,103 |
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$ |
931,379 |
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$ |
7,228,287 |
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New Plan Excel Realty Trust, Inc. |
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Common Stock |
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1,020,514 |
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125,335 |
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293,272 |
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1,439,121 |
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$ |
6,400,319 |
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$ |
1,042,438 |
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$ |
1,224,651 |
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$ |
8,667,408 |
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4. INCOME TAX STATUS
An exemption from Federal income taxes under Section 501(a) of the Internal Revenue Code has been obtained by virtue of the Plans qualified status under Section 401(a). The date of the latest Internal Revenue Service determination letter is August 18, 1998.
5. RELATED PARTY TRANSACTIONS
The Plan holds an investment in shares of the Employer. During 2003, the Plan received $91,087 in common stock dividends from the Employer.
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NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4(i) - ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
Investment |
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Fair |
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American Balanced Fund |
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$ |
581,755 |
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American Century Equity Income |
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1,308,233 |
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American Century Small Cap Value |
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590,116 |
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BlackRock Core Bonds |
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497,969 |
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BlackRock Money Market |
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1,118,460 |
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Federated Max-Cap Index |
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205,501 |
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Federated Mid-Cap Index |
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138,537 |
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Fidelity Advisor Dividend Growth |
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68,989 |
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Fidelity Advisor Mid Cap |
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217,718 |
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Growth Fund of America |
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413,377 |
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Invesco Technology K |
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199,455 |
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Janus Advisor Capital Appreciation |
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283,771 |
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Janus Advisor Worldwide |
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452,176 |
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MFS New Discovery |
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261,574 |
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New Plan
Excel Realty Trust, Inc. |
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1,439,121 |
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Putnam International Growth |
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84,479 |
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Washington Mutual Investors |
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806,177 |
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$ |
8,667,408 |
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Loans to participants with interest rates ranging from 5% to 9.5% per annum |
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$ |
183,881 |
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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New Plan Excel Realty Trust, Inc.
Retirement and |
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By: |
New Plan
Excel Realty Trust, Inc., as Plan |
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Dated: November 3, 2004 |
By: |
/s/ Steven F. Siegel |
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Steven F. Siegel |
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Authorized Signatory |
11
EXHIBITS
Exhibit |
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Description of Exhibit |
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23.1 |
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Consent of Schonbraun Safris McCann
Bekritsky & Co., L.L.C., |
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