Edgar Filing: NEW PLAN EXCEL REALTY TRUST INC

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

	(Mark One)
	ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

			FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

			OR

	o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

			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 or other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

1120 Avenue of the Americas, New York, New York 10036

(Address of Principal Executive Office) (Zip Code)

212-869-3000

Registrant’s Telephone Number

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 ý NO o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES ý NO o

The number of shares of common stock of the Registrant outstanding on October 28, 2004 was 102,638,767.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by New Plan Excel Realty Trust, Inc., 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, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions 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 or local economic, business, real estate and other market conditions, including the ability of the general economy to recover timely from economic downturns

• the competitive environment in which we operate

• property ownership and management risks

• financial risks, such as the inability to obtain debt or equity financing on favorable terms

• possible future downgrades in our credit rating

• the level and volatility of interest rates

• financial stability of tenants, including the ability of tenants to pay rent, the decision of tenants to close stores and the effect of bankruptcy laws

• the ability to maintain our status as a REIT for federal income tax purposes

• governmental approvals, actions and initiatives

• environmental/safety requirements and costs

• risks of real estate acquisition and development, including the failure of pending developments and redevelopments to be completed on time and within budget and the failure of newly acquired or developed properties to perform as expected; risks of disposition strategies, including the failure to complete sales on a timely basis and the failure to reinvest sale proceeds in a manner that generates favorable returns

• risks of joint venture activities

• other risks identified in this Quarterly Report on Form 10-Q and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.

We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the Three and Nine Months Ended September 30, 2004 and 2003

(In thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
	(Unaudited)						(Unaudited)
Rental revenues:
Rental income	$	98,309		$	92,559		$	290,648		$	275,537
Percentage rents	1,359			1,260			5,420			4,817
Expense reimbursements	23,320			23,125			74,058			74,432
Total rental revenues	122,988			116,944			370,126			354,786

Expenses:
Operating costs	19,618			21,071			62,883			66,237
Real estate and other taxes	16,238			14,399			46,235			44,309
Depreciation and amortization	23,455			19,759			66,148			56,876
Provision for doubtful accounts	2,816			1,561			7,146			5,089
General and administrative	4,484			6,293			14,650			14,727
Total expenses	66,611			63,083			197,062			187,238

Income before real estate sales, impairment of real estate, minority interest and other income and expenses	56,377			53,861			173,064			167,548

Other income and expenses:
Interest, dividend and other income	2,175			2,112			6,563			7,402
Equity in income of unconsolidated ventures	314			772			1,103			2,432
Interest expense	(26,150		)	(25,764		)	(79,087		)	(76,614		)
Gain on sale of real estate	—			—			1,217			—
Impairment of real estate	—			—			(43		)	(1,124		)
Minority interest in income of consolidated partnership and joint ventures	(203		)	(394		)	(938		)	(1,169		)
Income from continuing operations	32,513			30,587			101,879			98,475

Discontinued operations:
(Loss) income from discontinued operations (Note 5)	(3,072		)	1,124			(2,123		)	954

Net income	$	29,441		$	31,711		$	99,756		$	99,429

Preferred dividends	(5,458		)	(5,279		)	(16,008		)	(15,891		)
Premium on redemption of preferred stock	—			—			—			(630		)
Net income available to common stock — basic	23,983			26,432			83,748			82,908
Minority interest in income of consolidated partnership	206			394			752			1,170
Net income available to common stock — diluted	$	24,189		$	26,826		$	84,500		$	84,078

Basic earnings per common share:
Income from continuing operations	$	0.27		$	0.26		$	0.86		$	0.84
Discontinued operations	(0.03		)	0.01			(0.02		)	0.01
Basic earnings per share	$	0.24		$	0.27		$	0.84		$	0.85

Diluted earnings per common share:
Income from continuing operations	$	0.26		$	0.26		$	0.84		$	0.83
Discontinued operations	(0.03		)	0.01			(0.02		)	0.01
Diluted earnings per share	$	0.23		$	0.27		$	0.82		$	0.84

Average shares outstanding — basic	101,255			97,455			100,281			97,170
Average shares outstanding — diluted	103,658			100,505			102,626			100,011

Dividends per common share	$	0.41250		$	0.41250		$	1.2375		$	1.2375

Other comprehensive income:
Net income	$	29,441		$	31,711		$	99,756		$	99,429
Unrealized gain on available-for-sale securities	325			259			169			565
Realized gain on interest risk hedges, net	40			1,588			121			900
Unrealized (loss) gain on interest risk hedges, net	(9,640		)	—			(8,091		)	—
Comprehensive income	$	20,166		$	33,558		$	91,955		$	100,894

The accompanying notes are an integral part of the consolidated financial statements.

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30, 2004 and December 31, 2003

(In thousands, except par value amounts)

	September 30, 2004			December 31, 2003
	(Unaudited)
ASSETS
Real estate:
Land	$	889,054		$	832,479
Building and improvements	3,040,710			2,822,138
Accumulated depreciation and amortization	(410,487		)	(360,580		)
Net real estate	3,519,277			3,294,037
Real estate held for sale	6,696			17,668
Cash and cash equivalents	8,980			5,328
Restricted cash	21,788			23,463
Marketable securities	3,084			2,915
Receivables:
Trade, net of allowance for doubtful accounts of $21,286 and $16,950 at September 30, 2004 and December 31, 2003, respectively	31,443			42,713
Deferred rent, net of allowance of $4,085 and $5,445 at September 30, 2004 and December 31, 2003, respectively	29,947			24,806
Other, net	19,129			12,530
Mortgages and notes receivable	9,406			39,637
Prepaid expenses and deferred charges	45,805			35,320
Investments in/advances to unconsolidated ventures	28,510			38,958
Intangible assets	32,157			3,201
Other assets	20,742			18,020
Total assets	$	3,776,964		$	3,558,596

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgages payable, including unamortized premium of $15,623 and $16,965 at September 30, 2004 and December 31, 2003, respectively	$	581,190		$	558,278
Notes payable, net of unamortized discount of $4,961 and $3,116 at September 30, 2004 and December 31, 2003, respectively	1,045,930			898,164
Credit facilities	268,000			291,000
Capital leases	28,318			28,562
Dividends payable	47,568			45,695
Other liabilities	116,305			102,793
Tenant security deposits	11,068			10,096
Total liabilities	2,098,379			1,934,588

Minority interest in consolidated partnership	33,294			37,865

Commitments and contingencies	—			—

Stockholders’ equity:
Preferred stock, $.01 par value, 25,000 shares authorized; 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 September 30, 2004 and December 31, 2003; Series E: 8,000 depositary shares, each representing 1/10 of one share of 7.625% Series E Cumulative Redeemable Preferred, 800 shares outstanding at September 30, 2004 and December 31, 2003	193			10
Common stock, $.01 par value, 250,000 shares authorized; 102,533 and 97,980 shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively	1,025			979
Additional paid-in capital	1,999,182			1,889,773
Accumulated other comprehensive income	(5,016		)	2,785
Accumulated distribution in excess of net income	(350,093		)	(307,404		)
Total stockholders’ equity	1,645,291			1,586,143
Total liabilities and stockholders’ equity	$	3,776,964		$	3,558,596

The accompanying notes are an integral part of the consolidated financial statements.

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2004 and 2003

(Unaudited, in thousands)

	September 30, 2004			September 30, 2003
Cash flows from operating activities:
Net income	$	99,756		$	99,429
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	68,048			58,150
Amortization of net premium/discount on mortgages and notes payable	(2,076		)	(2,174		)
Amortization of deferred debt and loan acquisition costs	2,244			1,224
Amortization of stock options	569			224
Gain on sale of real estate, net	(1,217		)	—
Gain on sale of discontinued operations, net	2,648			(3,404		)
Minority interest in income of consolidated partnership	941			1,170
Impairment of real estate assets	131			8,077
Equity in income of unconsolidated ventures	(1,103		)	(2,433		)
Changes in operating assets and liabilities, net:
Change in trade receivables	8,682			(10,568		)
Change in deferred rent receivables	(5,122		)	(3,784		)
Change in other receivables	(5,066		)	24,763
Change in other liabilities	13,583			(2,651		)
Change in tenant security deposits	49			665
Change in sundry assets and liabilities	(4,567		)	(6,105		)
Net cash provided by operating activities	177,500			162,583

Cash flows from investing activities:
Real estate acquisitions and building improvements	(83,509		)	(55,541		)
Proceeds from real estate sales, net	39,020			46,209
Acquisition, net of cash and restricted cash received	(155,861		)	(100,236		)
Change in restricted cash	1,819			32,212
Repayments of mortgage notes receivable	26,543			1,537
Leasing commissions paid	(8,592		)	(7,730		)
Cash from joint venture consolidation (Note 2)	844			—
Cash paid for joint venture investment	(9,748		)	—
Proceeds from sale of joint venture interest	3,870			15,022
Advances for note receivable	(8,449		)	(12,165		)
Capital contributions to joint ventures	(3,734		)	(2,190		)
Distributions from joint ventures	8,561			6,219
Net cash used in investing activities	(189,236		)	(76,663		)

Cash flows from financing activities:
Principal payments of mortgages and notes payable	(37,862		)	(144,250		)
Proceeds from medium-term note issuance, net	149,114			—
Cash received from rate lock swap	1,554			—
Cash paid for settlement of a reverse arrears swap	(1,275		)	—
Dividends paid	(133,466		)	(135,279		)
Proceeds from credit facility borrowing	310,000			581,000
Repayment of credit facility	(333,000		)	(575,000		)
Proceeds from mortgage financing	—			50,000
Repayment of notes payable, other	—			(28,349		)
Financing fees	(4,988		)	(3,512		)
Redemption of limited partnership units	—			(29		)
Proceeds from exercise of stock options	15,297			8,381
Distributions paid to minority partners	(3,273		)	(1,694		)
Repayment of loans receivable for the purchase of common stock	270			5,771
Proceeds from common stock offering	49,640			—
Proceeds from preferred stock offering, net	—			193,192
Redemption of preferred stock, net	—			(157,500		)
Proceeds from convertible debt offering, net	—			113,850
Proceeds from dividend reinvestment plan	3,377			3,008
Net cash provided by (used in) financing activities	15,388			(90,411		)

Net increase (decrease) in cash and cash equivalents	3,652			(4,491		)

Cash and cash equivalents at beginning of period	5,328			8,528

Cash and cash equivalents at end of period	$	8,980		$	4,037

Supplemental Cash Flow Disclosure, including Non-Cash Activities:
Cash paid for interest	$	81,418		$	76,465
Capitalized interest	4,603			3,084
State and local taxes paid	399			103
Mortgages assumed in acquisition	61,872			27,816
Partnership units issued in acquisition	19,989			—
Satisfaction of notes receivable	15,091			—

The accompanying notes are an integral part of the consolidated financial statements.

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Description of Business

New Plan Excel Realty Trust, Inc. and its subsidiaries (collectively, the “Company”) are operated as a self-administered, self-managed real estate investment trust (“REIT”). The principal business of the Company is the ownership and management of community and neighborhood shopping centers throughout the United States.

Note 2: Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, Excel Realty Partners, L.P. (“ERP”), a Delaware limited partnership (Note 9), and certain of the Company’s joint ventures, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). All significant intercompany transactions and balances have been eliminated.

Basis of Presentation

The consolidated financial statements have been prepared by the Company pursuant to the rules of the SEC and, in the opinion of the Company, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2004 are not necessarily indicative of the results expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.

Net Earnings per Share of Common Stock

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings per Share (“SFAS No. 128”), the Company presents both basic and diluted earnings per share. Net earnings per common share (“basic EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Net earnings per common share assuming dilution (“diluted EPS”) is computed by 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 (a) the conversion of (i) preferred stock (using the “if converted” method), (ii) convertible debt and (iii) ERP limited partnership units and (b) the exercise of in-the-money stock options.

Cash Equivalents

Cash equivalents consist of short-term, highly liquid debt instruments with maturities of three months or less at acquisition. 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 this risk by investing in or through major financial institutions.

Restricted Cash

Restricted cash consists primarily of cash held in escrow accounts for deferred maintenance, capital improvements, environmental expenditures, taxes, insurance, operating expenses and debt service as required by certain loan agreements. Substantially all restricted cash is invested in money market mutual funds and carried at

market value.

Accounts Receivable

Accounts receivable is stated net of allowance for doubtful accounts of $21.3 million and $17.0 million as of September 30, 2004 and December 31, 2003, respectively.

Real Estate

Land, buildings and building and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives; ordinary repairs and maintenance are expensed as incurred.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings		35 to 40 years
Building Improvements		5 to 40 years
Tenant Improvements		The shorter of the term of the related lease or useful life

Business Combinations

In connection with the Company’s acquisition of properties, purchase costs are allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings and tenant improvements, are determined as if vacant, that is, at replacement cost. Intangible assets, including the above-market or below-market value of leases, the value of in-place leases and the value of tenant relationships are recorded at their relative fair values.

Above-market, below-market and in-place lease values for owned properties are recorded based on the present value (using an interest rate reflecting the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or below-market lease value is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease plus any renewal periods with fixed rental terms that are considered to be below-market.

The total amount of other intangible assets allocated to in-place lease values and tenant relationship intangible values is based on management’s evaluation of the specific characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered in the allocation of these values include the nature of the existing relationship with the tenant, the tenant’s credit quality, the expectation of lease renewals, the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases, among other factors. Management will also consider information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on management’s assessment of specific market conditions. Management will estimate costs to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. Independent appraisals and/or management’s estimates will be used to determine these values.

The value of in-place leases is amortized to expense over the remaining initial term of each lease. The value of tenant relationship intangibles is amortized to expense over the initial and renewal terms of the leases;

however, no amortization period for intangible assets will exceed the remaining depreciable life of the building.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including market rate adjustments, lease origination costs, in-place values and tenant relationship values, will be charged as an expense.

Long-Lived Assets

On a periodic basis, management assesses whether there are any indicators that the value of its real estate properties may be impaired. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property (taking into account the anticipated holding period of the assets) are less than the carrying value of the property. 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. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property, and reflected as an adjustment to the basis of the property.

When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management’s opinion, the net sales price of the assets which have been identified for sale is less than the net book value of the assets, a valuation allowance is established. For investments accounted for under the equity method, a loss is recognized if the loss in value of the investment is other than temporary.

Employee Loans

Prior to 2001, the Company had made loans to officers, directors and employees primarily for the purpose of purchasing the Company’s common stock. These loans are demand and term notes bearing interest at rates ranging from 5.0% to 8.0%. Interest is payable quarterly. Loans made for the purchase of common stock are reported as a deduction from stockholders’ equity. At September 30, 2004 and December 31, 2003, the Company had aggregate loans to employees of approximately $0.8 million and $1.1 million, respectively.

Investments in /Advances to Unconsolidated Ventures

The Company has direct equity investments in several joint venture projects. The Company accounts for these investments in unconsolidated ventures using the equity method of accounting, as the Company exercises significant influence over, but does not control and is not the primary beneficiary of, these entities. These investments are initially recorded at cost, as “Investments in/advances to unconsolidated ventures”, and subsequently adjusted for equity in earnings and cash contributions and distributions.

Deferred Leasing and Loan Origination Costs

Costs incurred in obtaining tenant leases (including internal leasing costs) are amortized using the straight-line method over the terms of the related leases and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease. Costs incurred in obtaining long-term financing are amortized and charged to interest expense over the terms of the related debt agreements, which approximates the effective interest method.

Internal Leasing Costs

Effective January 1, 2002, the Company commenced capitalizing internal leasing costs in accordance with SFAS No. 91, Nonrefundable Fees & Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases. At September 30, 2004 and December 31, 2003, approximately $14.1 million and $8.9 million of gross

internal leasing costs had been capitalized, respectively. At September 30, 2004 and December 31, 2003, the net carrying value of internal leasing costs was approximately $11.5 million and $7.8 million, respectively. For the three months ended September 30, 2004 and 2003, approximately $0.5 million and $0.2 million of capitalized costs had been amortized, respectively. For the nine months ended September 30, 2004 and 2003, approximately $1.5 million and $0.6 million of capitalized costs had been amortized, respectively.

Derivative/Financial Instruments

The Company accounts for derivative and hedging activities in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”) and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. These accounting standards require the Company to measure derivatives, including certain derivatives embedded in other contracts, at fair value and to recognize them in the Consolidated Balance Sheet as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in fair value of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging instruments and ineffective portions of hedges are recognized in earnings in the current period.

Self-Insured Health Plan

Beginning in May 2003, the Company implemented a self-insured health plan for all of its employees. In order to limit its exposure, the Company has purchased stop-loss insurance, which will reimburse the Company for individual claims in excess of $0.1 million annually, or aggregate claims in excess of $1.0 million annually. Self-insurance losses are accrued based on the Company’s estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions adhered to in the insurance industry. The liability for self-insured losses is included in accrued expenses and was approximately $0.5 million at September 30, 2004.

Revenue Recognition

Rental revenue is recognized on the straight-line basis, which averages minimum rents over the terms of the leases. The cumulative difference between lease revenue recognized under this method and contractual lease payment terms is recorded as “deferred rent receivable” on the accompanying consolidated balance sheets. Certain leases provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales levels are achieved. The leases also typically provide for tenant reimbursement of common area maintenance and other operating expenses.

Income from Discontinued Operations

Income from discontinued operations is computed in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”). SFAS No. 144 requires, among other things, that the primary assets and liabilities and the results of operations of the Company’s real property which has been sold during 2002 or thereafter, or otherwise qualify as “held for sale” (as defined by SFAS No. 144), be classified as discontinued operations and segregated in the Company’s Consolidated Statements of Income and Comprehensive Income and Consolidated Balance Sheets. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within the next twelve months.

Income Taxes

The Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain its qualification as a REIT, the Company is required

to, among other things, distribute at least 90% of its REIT taxable income to its stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income which meets certain criteria and is distributed annually to the stockholders. Accordingly, no provision for federal income taxes is included in the accompanying consolidated financial statements. The Company intends 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 is subject to certain state and local taxes. Provision for such taxes has been included in real estate and other taxes in the Company’s consolidated statements of income and comprehensive income.

The Company may elect to treat one or more of its subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the provision to any person, under a franchise, license or otherwise, of rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. The Company has elected to treat certain of its corporate subsidiaries as TRSs. At September 30, 2004, the Company’s TRSs had a tax net operating loss (“NOL”) carryforward of approximately $16.3 million, expiring from 2013 to 2016.

Segment Information

The principal business of the Company is the ownership and management of community and neighborhood shopping centers. The Company does not distinguish or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with GAAP. Further, all operations are within the United States and no tenant comprises more than 10% of revenue.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 impairments of real estate, recovery of mortgage notes and trade accounts receivable and depreciable lives.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Recently Issued Accounting Standards

In the fourth quarter of 2003, the Emerging Issues Task Force (“EITF”) issued EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables (“EITF 00-21”). EITF 00-21 provides guidance on revenue recognition for revenues derived from a single contract that contains multiple products or services. EITF 00-21 also provides additional requirements for determining when these revenues may be recorded separately for accounting purposes. EITF 00-21 did not impact the consolidated financial statements of the Company.

In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (“SAB 104”), which superseded SAB 101, Revenue Recognition in Financial Statements. The primary purpose of SAB 104 is to rescind the accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21. SAB 104 did not impact the consolidated financial statements of the Company.

In May 2003, FASB issued Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS No. 150”). This statement established principles for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise became effective at the beginning of the interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on the consolidated financial statements of the Company.

In April 2003, FASB issued Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS No. 149”). This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities under SFAS No. 133. SFAS No. 149 improves financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. In particular, this statement (1) clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as defined by SFAS No. 133, (2) clarifies when a derivative contains a financing component, (3) amends the definition of an underlying to conform it to the language used in FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, and (4) amends certain other existing pronouncements. These changes will result in more consistent reporting of contracts as either derivatives or hybrid instruments. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and its adoption did not have a material impact on the consolidated financial statements of the Company.

In January 2003, FASB issued FIN 46, an interpretation of Accounting Research Bulletin (ARB) 51, Consolidated Financial Statements. FIN 46 provides guidance on identifying entities for which control is achieved through means other than through voting rights, variable interest entities (“VIE”), and how to determine when and which business enterprises should consolidate the VIE. In addition, FIN 46 requires both the primary beneficiary and all other enterprises with significant variable interests in VIE to make additional disclosures. The transitional disclosure requirements are required for all financial statements initially issued after January 31, 2003. The consolidation provisions of FIN 46 are effective immediately for variable interests in VIE created after January 31, 2003. FIN 46 was deferred until the quarter ended March 31, 2004 for variable interests in VIE created before February 1, 2003. In December 2003, the FASB issued a revised FIN 46, which modified and clarified various aspects of the original interpretation. Under the revised guidance, FIN 46 applies when either (1) the equity investors lack one or more of the essential characteristics of controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interest. The initial adoption of FIN 46 did not have a material impact on the consolidated financial statements of the Company. The Company’s maximum exposure to loss as a result of its involvement with potential VIE is described in Note 6.

In December 2002, FASB issued Statement 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FAS 123 (“SFAS No. 148”). This statement provides alternative transition methods for a voluntary change to the fair value basis of accounting for stock-based employee compensation. However, SFAS No. 148 does not permit the use of the original FAS 123 prospective method of transition for changes to fair value based methods made in fiscal years beginning after December 15, 2003. In addition, SFAS No. 148 amends the disclosure requirements of Statement No. 123, Accounting for Stock Based Compensation (“SFAS No. 123”), to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation, description of the transition method utilized and the effect of the method used on reported results. The transition and annual disclosure provisions of SFAS No. 148 are to be applied for fiscal years ending after December 15, 2002. The interim disclosure provisions of SFAS No. 148 are effective for the first interim period beginning after December 15, 2002. Effective January 1, 2003, the Company adopted the prospective method provisions of SFAS No. 148, which apply the recognition provisions of FAS 123 to all employee

stock awards granted, modified or settled after January 1, 2003. The adoption of SFAS No. 148 did not have a material impact on the consolidated financial statements of the Company.

With respect to the Company’s stock options which were granted prior to 2003, the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and related interpretations. Under APB No. 25, compensation cost is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the exercise price of the option granted. Compensation cost for stock options, if any, is recognized ratably over the vesting period. The Company’s policy is to grant options with an exercise price equal to the quoted closing market price of the Company’s stock on the business day preceding the grant date. Accordingly, no compensation cost has been recognized under the Company’s stock option plans for the granting of stock options made prior to December 31, 2002.

SFAS No. 148 disclosure requirements, including the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested stock awards in each period are presented below (in thousands, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Net income, as reported	$	29,441		$	31,711		$	99,756		$	99,429
Total stock based employee compensation expense determined under fair value based method for all awards, net of related tax effects	(310		)	(491		)	(930		)	(1,473		)
Pro forma net income	$	29,131		$	31,220		$	98,826		$	97,956

Earnings per share:
Basic – as reported	$	0.24		$	0.27		$	0.84		$	0.85
Basic – pro forma	$	0.24		$	0.27		$	0.83		$	0.84

Diluted – as reported	$	0.23		$	0.27		$	0.82		$	0.84
Diluted – pro forma	$	0.23		$	0.26		$	0.81		$	0.83

Note 3: Acquisitions and Dispositions

Acquisitions

During the nine months ended September 30, 2004, the Company acquired nine shopping centers (New Britain Village Square, Elk Grove Town Center, Villa Monaco, Florence Square, Stockbridge Village, Starlite Plaza, Hillside Village Center, Annex of Arlington and Marketplace), 11 acres of unimproved land known as Unity Plaza, the remaining 50% interest in Clearwater Mall, a shopping center in which the Company owned the other 50% interest (the “Clearwater Mall Acquisition”) and the remaining 50% interest in The Market at Preston Ridge, a shopping center in which the Company owned the other 50% interest (the “Preston Ridge Acquisition”). New Britain Village Square, a 143,716 square foot shopping center located in Chalfont, Pennsylvania, was acquired on January 9, 2004 for approximately $23.4 million, consisting of the issuance of $11.2 million in ERP limited partnership units and the assumption of a $12.2 million mortgage loan previously made by the Company to the seller. Elk Grove Town Center, a 131,849 square foot shopping center located in Elk Grove Village, Illinois, was acquired on January 30, 2004 for approximately $21.0 million, including the assumption of $14.5 million of mortgage indebtedness. Villa Monaco, a 122,213 square foot shopping center located in Denver, Colorado, was acquired on February 19, 2004 for $12.0 million. Florence Square, a 361,251 square foot shopping center located in Florence,

Kentucky, was acquired on March 17, 2004 for approximately $39.5 million, including the assumption of $15.8 million of mortgage indebtedness. Stockbridge Village, a 188,203 square foot shopping center located in Stockbridge, Georgia (a suburb of Atlanta), was acquired on April 29, 2004 for approximately $23.8 million. Starlite Plaza, a 222,450 square foot shopping center located in Sylvania, Ohio (a suburb of Toledo), was acquired on July 22, 2004 for $16.8 million. Hillside Village Center, a 97,536 square foot shopping center located in Smithtown, New York (on Long Island), was acquired on August 19, 2004 for approximately $16.8 million, including the assumption of approximately $4.4 million of mortgage indebtedness. Annex of Arlington, a 197,328 square foot shopping center located in Arlington Heights, Illinois (a suburb of Chicago), was acquired on August 26, 2004 for $27.2 million, including the assumption of approximately $17.9 million of mortgage indebtedness. Marketplace, a 186,851 square foot shopping center located in Tulsa, Oklahoma, was acquired on September 1, 2004 for $18.0 million, consisting of the issuance of $8.8 million in ERP limited partnership units and the assumption of $9.2 million of mortgage indebtedness. Unity Plaza, 11 acres of unimproved land located in East Fishkill, New York, was acquired on April 28, 2004 for approximately $6.0 million. The Company will develop an approximately 70,000 square foot shopping center anchored by a 47,500 square foot A&P Food Market and has received all required permits and approvals necessary to commence development. The remaining 50% interest in Clearwater Mall, a community shopping center encompassing a 72-acre site with 285,515 square feet of leased space located in Clearwater, Florida, was acquired on January 30, 2004 for approximately $30.0 million. Subsequent to the completion of the Clearwater Mall Acquisition, the results of operations of this property were included in the consolidated results of operations of the Company. The remaining 50% interest in The Market at Preston Ridge, a 50,326 square foot shopping center located in Frisco, Texas, was acquired on September 1, 2004 for a purchase price of approximately $5.2 million. Subsequent to the completion of the Preston Ridge Acquisition, the results of operations of this property were included in the consolidated results of operations of the Company.

In connection with the above acquisitions, and in compliance with the Company’s business combination policy, the Company allocated approximately $31.3 million to leases acquired. Of this amount, approximately $31.0 million was attributable to the value of in-place leases at the time of acquisition, legal fees and leasing commissions, and approximately $0.3 million was attributable to below market lease value. The $31.3 million, net of accumulated amortization of $1.9 million, was recorded in intangible assets on the Company’s consolidated balance sheets.

In the 2003 fiscal year, the Company acquired the remaining 50% interest in Vail Ranch II that it did not already own, a portfolio of seven grocery-anchored neighborhood shopping centers and three other shopping centers (Panama City Square, Harpers Station and Dickson City Crossings). The remaining 50% interest in Vail Ranch II, a 105,000 square foot shopping center located in Temecula, California, was acquired on February 25, 2003 for approximately $1.5 million in cash and the satisfaction of $9.0 million of mortgage indebtedness. Subsequent to the acquisition of the remaining 50% interest in Vail Ranch II, the results of operations of this property were included in the consolidated results of operations of the Company. On January 3, 2003, the Company acquired a portfolio of seven grocery-anchored neighborhood shopping centers located in Michigan and aggregating 534,386 square feet for approximately $46 million in cash (the “Spartan Acquisition”). The cash component of the Spartan Acquisition was financed through borrowings under the Company’s $350 million revolving credit facility. Panama City Square, a 289,119 square foot shopping center located in Panama City, Florida, was acquired on June 25, 2003 for approximately $18.3 million, including the assumption of $12.7 million of mortgage indebtedness. Harpers Station, a 240,681 square foot shopping center located in Cincinnati, Ohio, was acquired on September 11, 2003 for approximately $23.8 million, including the assumption of approximately $13.0 million of mortgage indebtedness. Dickson City Crossings, a 301,462 square foot shopping center located in Dickson City, Pennsylvania, was acquired on September 30, 2003 for approximately $28.1 million, including the assumption of approximately $14.8 million of mortgage indebtedness.

In connection with the acquisition of Harpers Station and Dickson City Crossings, and in compliance with the Company’s business combination policy, the Company allocated approximately $3.2 million to the value of in-place leases at the time of acquisition. This amount was recorded in intangible assets on the Company’s consolidated balance sheets.

Dispositions

During the nine months ended September 30, 2004, the Company sold eleven properties, two outparcels, one land parcel and 90% of its ownership interest in Villa Monaco for aggregate gross proceeds of approximately $48.2 million, including approximately $8.5 million represented by a purchase money note issued in connection with the sale of the Factory Merchants Barstow. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 2), the Company recorded the results of operations and the related gain on sale as (loss) income from discontinued operations (Note 5).

During 2003, the Company sold 24 properties, six land parcels and 70% of its ownership interest in Arapahoe Crossings, LP for aggregate gross proceeds of approximately $117.1 million. In connection with the sale of these properties, and in accordance with SFAS No. 144 (Note 2), the Company recorded the results of operations and the related gain on sale as income from discontinued operations (Note 5). The results of operations from Arapahoe Crossings, LP are not considered to be income from discontinued operations due to the Company’s continued involvement in its operations as a result of the Company’s retained 30% joint venture interest.

Note 4: Real Estate Held for Sale

As of September 30, 2004, three retail properties and one land parcel were classified as “Real estate held for sale.” These properties are located in three states and have an aggregate gross leasable area of approximately 0.1 million square feet. Such properties had an aggregate book value of approximately $6.7 million, net of accumulated depreciation of approximately $0.3 million and impairment of approximately $0.1 million, as of September 30, 2004. In accordance with SFAS No. 144 (Note 2), the Company has recorded the results of operations and the related impairment of any properties classified as held for sale as income from discontinued operations (Note 5).

As of December 31, 2003, four retail properties and one land parcel were classified as “Real estate held for sale.” These properties were located in five states and had an aggregate gross leasable area of approximately 0.4 million square feet. Such properties had an aggregate book value of approximately $17.7 million, net of accumulated depreciation of approximately $2.4 million and impairment of $2.4 million, as of December 31, 2003. In accordance with SFAS No. 144 (Note 2), the Company has recorded the results of operations and the related impairment of any properties classified as held for sale as income from discontinued operations (Note 5).

Note 5: (Loss) Income from Discontinued Operations

The following is a summary of (loss) income from discontinued operations for the three and nine months ended September 30, 2004 and 2003 (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Total revenue
Real estate held for sale	$	167		$	194		$	572		$	604
Other discontinued operations	909			3,329			3,827			10,292
Total revenue	1,076			3,523			4,399			10,896

Operating costs
Real estate held for sale	40			27			126			129
Other discontinued operations	418			709			1,468			2,307

Real estate taxes
Real estate held for sale	59			26			182			92
Other discontinued operations	129			353			560			1,146

Interest expense
Real estate held for sale	58			60			174			180
Other discontinued operations	—			—			—			—

Depreciation and amortization
Real estate held for sale	4			27			13			77
Other discontinued operations	102			305			554			1,197

Provision for doubtful accounts
Real estate held for sale	4			7			18			21
Other discontinued operations	153			674			690			1,244

Total operating costs	967			2,188			3,785			6,393

Income from discontinued operations before impairment and gain on sale	109			1,335			614			4,503

Impairment of real estate held for sale	(88		)	(48		)	(88		)	(6,953		)

(Loss) gain on sale of other discontinued operations	(3,093		)	(163		)	(2,649		)	3,404

(Loss) income from discontinued operations	$	(3,072	)	$	1,124		$	(2,123	)	$	954

Note 6: Investments in/Advances to Unconsolidated Ventures

At September 30, 2004, the Company had investments in five joint ventures: (1) Arapahoe Crossings, LP, (2) Benbrooke Ventures, (3) CA New Plan Venture Fund, (4) NP / I&G Institutional Retail Company, LLC and (5) Preston Ridge, which consists of The Centre at Preston Ridge, BPR West and various other undeveloped land parcels. The Company accounts for these investments using the equity method, unless otherwise noted in footnote three below. The following table summarizes the joint venture projects as of September 30, 2004 and December 31, 2003 (in thousands):

Investments in/Advances to

City

State

JV Partner

Percent
Ownership

September 30,
2004

December 31,
2003

Arapahoe Crossings, LP

Arapahoe Crossings (1)

Aurora

Foreign Investor

30%

7,044

6,599

Benbrooke Ventures(2) (3)

Rodney Village

Dover

Benbrooke Partners

50%

—

Fruitland Plaza

Fruitland

Benbrooke Partners

(4)

—

8,249

CA New Plan Venture Fund (5)

Villa Monaco

Denver

Major U.S. Pension Fund

10%

—

Ventura Downs

Kissimmee

Major U.S. Pension Fund

10%

Marketplace at Wycliff

Lake Worth

Major U.S. Pension Fund

10%

Shoppes of Victoria Square

Port St. Lucie

Major U.S. Pension Fund

10%

Sarasota Village

Sarasota

Major U.S. Pension Fund

10%

Atlantic Plaza

Satellite Beach

Major U.S. Pension Fund

10%

Mableton Walk

Mableton

Major U.S. Pension Fund

10%

Raymond Road

Jackson

Major U.S. Pension Fund

(4)

—

Mint Hill Festival

Charlotte

Major U.S. Pension Fund

10%

Ladera

Albuquerque

Major U.S. Pension Fund

10%

Harwood Central Village

Bedford

Major U.S. Pension Fund

10%

Spring Valley Crossing

Dallas

Major U.S. Pension Fund

10%

Odessa-Winwood Town Center

Odessa

Major U.S. Pension Fund

10%

Ridglea Plaza

Fort Worth

Major U.S. Pension Fund

10%

Windvale

The Woodlands

Major U.S. Pension Fund

10%

In Process Development / Redevelopment Properties

Stone Mountain Festival

Stone Mountain

Major U.S. Pension Fund

10%

—

Marrero Shopping Center

Marrero

Major U.S. Pension Fund

10%

—

Clinton Crossings

Clinton

Major U.S. Pension Fund

10%

6,791

6,267

Clearwater Mall, LLC

Clearwater Mall

Clearwater

The Sembler Company

(6)

—

4,225

NP/I&G Institutional Retail Company, LLC (5) (7)

Conyers Crossroads

Conyers

JPMorgan Fleming Asset Management

20%

—

Village Shoppes of Flowery Branch

Flowery Branch

JPMorgan Fleming Asset Management

20%

—

Village Shoppes of East Cherokee

Woodstock

JPMorgan Fleming Asset Management

20%

—

DSW Plaza at Lake Grove

Lake Grove

JPMorgan Fleming Asset Management

20%

9,112

4,349

Preston Ridge

The Centre at Preston Ridge (1)

Frisco

Foreign Investor/George Allen/Milton Schaffer

25%

The Market at Preston Ridge

Frisco

George Allen/Milton Schaffer

(8)

—

BPR West (3) (9)

Frisco

George Allen/Milton Schaffer

50%

—

Undeveloped land parcels (9)

Frisco

George Allen/Milton Schaffer

50%

5,563

9,269

(10)

Investments in/Advances to Unconsolidated Ventures

28,510

38,958

*	Multiple properties held in a single investment joint venture.
(1)	The Company receives increased participation after a 10% return.
(2)	The Company receives an 8.5% preferred return on its investment. As of December 31, 2003, this venture also owned Fruitland Plaza. Fruitland Plaza was sold in January 2004.
(3)	In accordance with the provisions of FIN 46, this joint venture has been included as a consolidated entity in the Company’s Consolidated Balance Sheet as of September 30, 2004. Therefore, the Company’s equity investment balance has been eliminated.
(4)	This property was sold by the joint venture during the nine months ended September 30, 2004.
(5)	The Company receives increased participation after a 12% IRR.
(6)	As of December 31, 2003, the Company’s ownership percentage in this joint venture was 50%. On January 30, 2004, the Company purchased the remaining 50% interest in Clearwater Mall that it did not previously own. Accordingly, the results of operations for this property subsequent to the acquisition of the remaining 50% interest have been included in the consolidated results of operations of the Company. Prior to the acquisition of the remaining 50% interest, the Company received a 9.5% preferred return on its investment.
(7)	As of December 31, 2003, NP / I&G Institutional Retail Company, LLC had approximately $26.4 million of outstanding notes, payable to the Company. The note was repaid in full during the first quarter of 2004.
(8)	As of December 31, 2003, the Company’s ownership percentage in this joint venture was 50%. On September 1, 2004, the Company purchased the remaining 50% interest in The Market at Preston Ridge that it did not previously own. Accordingly, the results of operations for this property subsequent to the acquisition of the remaining 50% interest have been included in the consolidated results of operations of the Company. Prior to the acquisition of the remaining 50% interest, the Company received a 10% preferred return on its investment.
(9)	The Company receives a 10% preferred return on its investment.
(10)	The Company’s investment balance includes approximately $2.9 million of outstanding notes receivable relating to a mortgage loan payable to the Company. The loan was repaid in full on April 1, 2004.

Combined summary unaudited financial information for the Company’s investments in/advances to unconsolidated ventures was as follows (in thousands):

Condensed Combined Balance Sheets	September 30, 2004		December 31, 2003
Cash and cash equivalents	$	14,032	$	10,170
Receivables	8,250		7,447
Property and equipment, net of accumulated depreciation	449,068		395,548
Other assets, net of accumulated amortization	18,171		9,700
Total Assets	$	489,521	$	422,865

Long-term debt	$	327,073	$	284,713
Accrued interest	1,384		1,304
Other liabilities	12,331		7,764
Total liabilities	340,788		293,781
Total partners’ capital	148,733		129,084
Total liabilities and partners’ capital	$	489,521	$	422,865

Company’s investments in/advances to unconsolidated ventures	$	28,510	$	38,958

	Three Months Ended September 30,						Nine Months Ended September 30,
Condensed Combined Statements of Income	2004			2003			2004			2003
Rental revenues	$	16,574		$	9,625		$	44,053		$	34,281
Operating expenses	(5,212		)	(2,552		)	(13,625		)	(8,309		)
Interest expense	(4,527		)	(2,280		)	(12,062		)	(7,390		)
Other expense, net	(3,881		)	(2,042		)	(9,007		)	(4,734		)
(Loss) gain on sale of real estate, net	(120		)	195			(85		)	195
Net income	$	2,834		$	2,946		$	9,274		$	14,043

Company’s share of net income (1)	$	314		$	772		$	1,103		$	2,432

(1) Includes preferred returns of $0.1 million and $0.2 million for the three and nine months ended September 30, 2004, respectively. Includes preferred returns of $0.2 million and $0.7 million for the three and nine months ended September 30, 2003, respectively.

The following is a brief summary of the joint venture obligations that the Company had as of September 30,

2004. As noted in the footnotes to the table above, and in accordance with the provisions of FIN 46, Benbrooke Ventures and BPR West have been included as consolidated entities in the Company’s financial statements.

• Arapahoe Crossings, LP. On September 30, 2003, a U.S. partnership comprised substantially of foreign investors purchased a 70% interest in Arapahoe Crossings, reducing the Company’s ownership interest from 100% to 30%. Under the terms of this joint venture, the Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had loans outstanding of approximately $49.4 million as of September 30, 2004.

• Benbrooke Ventures. The Company has an investment in a joint venture which owned a community and neighborhood shopping center, located in Dover, Delaware, as of September 30, 2004. Under the terms of this joint venture, the Company has a 50% interest in the venture; however, the Company has agreed to contribute 80% of any capital required by the joint venture. The Company does not, however, expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of September 30, 2004.

• CA New Plan Venture Fund. The Company, together with a third party institutional investor, has an investment in a joint venture which owned 14 operating retail properties and three retail properties under redevelopment as of September 30, 2004. Under the terms of this joint venture, the Company has a 10% interest in the venture, and is responsible for contributing its pro rata share of any capital that might be required by the joint venture, up to a maximum amount of $8.3 million, of which approximately $5.7 million had been contributed by the Company as of September 30, 2004. The Company anticipates contributing the remaining $2.6 million during the remainder of 2004 and 2005. The joint venture had loans outstanding of approximately $127.9 million as of September 30, 2004.

• NP / I&G Institutional Retail Company, LLC. In November 2003, the Company formed a strategic joint venture with JPMorgan Fleming Asset Management to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. The joint venture owned four retail properties as of September 30, 2004. Under the terms of this joint venture, the Company has a 20% interest in the venture and is responsible for contributing its pro rata share of any capital that might be required by the joint venture, up to a maximum amount of $30.0 million, of which approximately $14.6 million had been contributed by the Company as of September 30, 2004. The Company anticipates contributing the remaining $15.4 million during the remainder of 2004 and 2005. The joint venture had loans outstanding of approximately $80.2 million as of September 30, 2004.

• Preston Ridge. The Company has investments in various joint ventures that own a community shopping center (The Centre at Preston Ridge) and undeveloped land in Frisco, Texas (BPR West and various other parcels of undeveloped land).

• The Centre at Preston Ridge. Under the terms of this joint venture, the Company has a 25% interest in a venture that owns The Centre at Preston Ridge. The Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had loans outstanding of approximately $69.5 million as of September 30, 2004.

• BPR West. The Company has a 50% investment in a joint venture that owns approximately 12.77 acres of undeveloped land in Frisco, Texas. The Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had loans outstanding of approximately $3.3 million, payable to the Company, as of September 30, 2004.

• Undeveloped Land Parcels. The Company has a 50% investment in a joint venture that owns approximately 38.6 acres of undeveloped land in Frisco, Texas. The Company has agreed to contribute its pro rata share of any capital that might be required by the joint venture; however, the Company does not expect that any significant capital contributions will be required. The joint venture had no loans outstanding as of September 30, 2004.

Note 7: Debt Obligations

As of September 30, 2004 and December 31, 2003, the Company had debt obligations under various arrangements with financial institutions as follows (in thousands):

	Maximum		Carrying Value as of						Stated		Scheduled
	Amount Available		September 30, 2004			December 31, 2003			Interest Rates		Maturity Date
CREDIT FACILITIES
Fleet Revolving Facility	$	—	$	—		$	191,000		N/A		N/A
Fleet Secured Term Loan	—		—			100,000			N/A		N/A
Revolving Facility	350,000		118,000			—			LIBOR + 65 bp (1) (2)		June 2007
Secured Term Loan	150,000		150,000			—			LIBOR + 85 bp (1)		June 2007
Total Credit Facilities	$	500,000	$	268,000		$	291,000

MORTGAGES PAYABLE
Fixed Rate Mortgages			$	540,705		$	530,640		6.670% - 9.625%		2004 – 2028
Variable Rate Mortgages			24,862			10,673			Variable (3)		2006 – 2011
Total Mortgages			565,567			541,313
Net unamortized premium			15,623			16,965
Total Mortgages, net			$	581,190		$	558,278

NOTES PAYABLE
6.88% unsecured notes (4)			$	75,000		$	75,000		6.875	%	October 2004
7.75% unsecured notes			100,000			100,000			7.750	%	April 2005
7.35% unsecured notes			30,000			30,000			7.350	%	June 2007
5.88% unsecured notes			250,000			250,000			5.875	%	June 2007
7.40% unsecured notes			150,000			150,000			7.400	%	September 2009
4.50% unsecured notes (5)			150,000			—			4.500	%	February 2011
5.50% unsecured notes			50,000			50,000			5.500	%	November 2013
3.75% unsecured notes (6)			115,000			115,000			3.750	%	June 2023
7.97% unsecured notes			10,000			10,000			7.970	%	August 2026
7.65% unsecured notes			25,000			25,000			7.650	%	November 2026
7.68% unsecured notes			10,000			10,000			7.680	%	November 2026
7.68% unsecured notes			10,000			10,000			7.680	%	November 2026
6.90% unsecured notes			25,000			25,000			6.900	%	February 2028
6.90% unsecured notes			25,000			25,000			6.900	%	February 2028
7.50% unsecured notes			25,000			25,000			7.500	%	July 2029
Total Notes			1,050,000			900,000
Net unamortized discount			(4,961		)	(3,116		)
Impact of pay-floating swap agreements			891			1,280
Total Notes, net			$	1,045,930		$	898,164

CAPITAL LEASES			$	28,318		$	28,562		7.500	%	June 2031

TOTAL DEBT			$	1,923,438		$	1,776,004

(1) The Company incurs interest using the 30-day LIBOR rate which was 1.84% as of September 30, 2004. The interest rate on this facility adjusts based on the Company’s credit rating.

(2) The Company also incurs an annual facility fee of 20 basis points on this facility.

(3) As determined by the applicable loan agreement, the Company incurs interest on these obligations using either the 30-day LIBOR rate, Moody’s A Corporate Bond Index, or a rate determined by the appropriate remarketing agent plus spreads ranging from 125 to 375 basis points.

(4) The Company has entered into a two-year reverse swap agreement with Bank of America that effectively converted the interest rate on $50 million of the notes from a fixed rate to the six month LIBOR rate, in arrears. On October 15, 2004, this note was repaid in full and the reverse swap was settled.

(5) The Company has entered into reverse interest rate swaps that effectively converted the interest rate on $65 million of the notes from a fixed rate to a blended floating rate of 30 basis points over the six month LIBOR rate.

(6) Represents the Company’s convertible senior notes.

On June 29, 2004, the Company amended its existing $350 million unsecured revolving credit facility (the “Revolving Facility”). The Revolving Facility matures on June 29, 2007, with a one-year extension option. As of September 30, 2004, the Revolving Facility bore interest at LIBOR plus 65 basis points, based on the Company’s then current debt rating. In addition, the Company incurs an annual facility fee of 20 basis points on this facility.

On June 29, 2004, the Company also amended its existing $100 million secured term loan facility, increasing the loan amount to $150 million (the “Secured Term Loan”). The Secured Term Loan matures on June 29, 2007. As of September 30, 2004, the Secured Term Loan bore interest at LIBOR plus 85 basis points, based on the Company’s then current debt rating.

The Revolving Facility and the Secured Term Loan require that the Company maintain certain financial coverage ratios. These coverage ratios currently include:

• net operating income of unencumbered assets to interest on unsecured debt ratio of at least 2:1

• EBITDA to fixed charges ratio of at least 1.75:1

• minimum tangible net worth of approximately $1.3 billion

• total debt to total adjusted assets of no more than 57.5%

• total secured debt to total adjusted assets of no more than 40%

• unsecured debt to unencumbered assets value ratio of no more than 55%

• book value of ancillary assets to total adjusted assets of no more than 25%

• book value of new construction assets to total adjusted assets of no more than 15%

• Funds from Operations (as defined in the applicable debt agreement) payout ratio no greater than 95%

On February 6, 2004, the Company completed a public offering of $150 million aggregate principal amount of unsecured, 7-year fixed rate notes with a coupon of 4.50% (the “2004 Debt Offering”). These notes are due on February 1, 2011. The notes were priced at 99.409% of par value to yield 4.6%. Net proceeds from the offering were used to repay a portion of the borrowings outstanding under the Company’s then existing revolving credit facility. On January 30, 2004, concurrent with the pricing of the offering, the Company entered into reverse interest rate swaps that effectively converted the interest rate on $100 million of the notes from a fixed rate to a blended floating rate of 39 basis points over the six-month LIBOR rate.

On November 20, 2003, the Company completed a public offering of $50 million aggregate principal amount of unsecured, 10-year fixed rate notes with a coupon of 5.50% (the “Medium-Term Notes Offering”). The notes are due on November 20, 2013. The notes were priced at 99.499% of par value to yield 5.566%. Net proceeds from the offering were used to repay $49 million of 7.33% notes scheduled to mature on November 20, 2003.

On May 19, 2003, the Company completed a public offering of $100 million aggregate principal amount of 3.75% convertible senior notes due June 2023 (the “Convertible Debt Offering”). On June 10, 2003, the underwriters exercised their over-allotment option in full and purchased an additional $15 million aggregate principal amount of the notes. The notes are convertible into common stock of the Company upon the occurrence of certain events, as discussed below, at an initial conversion price of $25.00 per share. Holders may convert their notes into shares of the Company’s common stock (or cash, or a combination of cash and shares of common stock, at the Company’s option) under any of the following circumstances: (i) during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% of the applicable conversion price on such last trading day; (ii) if the notes have been called for redemption; (iii) upon the occurrence of certain specified corporate transactions. The notes may not be redeemed by the Company prior to June 9, 2008, but are redeemable for cash, in whole or in part, any time thereafter. The net proceeds to the Company from the offering were approximately $112 million and were used to

repay a portion of the borrowings outstanding under the Company’s then existing revolving credit facility.

As of September 30, 2004, future expected/scheduled maturities of outstanding long-term debt and capital lease obligations were as follows (in thousands):

2004 (remaining three months)	$	78,745
2005	174,133
2006	44,211
2007	589,092
2008	200,361
Thereafter	825,343
Total debt maturities	1,911,885

Net unamortized premiums on mortgages	15,623
Net unamortized discount on notes	(4,961		)
Fair value adjustment on pay-floating swap agreements	891

Total debt obligations	$	1,923,438

Note 8: Risk Management and Use of Financial Instruments

Risk Management

In the normal course of its on-going business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing liabilities. Credit risk is the risk of default on the Company’s operations and tenants’ inability or unwillingness to make contractually required payments. Market risk changes in the value of the properties held by the Company due to changes in interest rates or other market factors.

Use of Derivative Financial Instruments

The Company’s use of derivative instruments is primarily limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to manage the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of their high credit ratings, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not use derivative instruments to hedge credit/market risk.

The Company had an existing reverse arrears swap agreement, which was entered into during 2002, with a notional amount of $50.0 million, under which we receive the difference between the fixed rate of the swap, 4.357%, and the floating rate option, which is the six-month LIBOR rate, in arrears. This swap was cash settled on October 15, 2004.

On January 30, 2004, concurrent with the pricing of the 2004 Debt Offering, the Company entered into three additional reverse arrears swap agreements, in notional amounts of $50.0 million, $35.0 million and $15.0 million, that effectively converted the interest rate on $100.0 million of the debt from a fixed rate to a blended floating rate of 39 basis points over the six-month LIBOR rate. On May 19, 2004, the Company settled the $35.0 million reverse arrears swap agreement for an aggregate payment of approximately $1.5 million. The effect of such payment was deferred and will be amortized into earnings as an increase in effective interest expense over the term of the fixed rate borrowing. Concurrent with the settlement of the $35.0 million reverse arrears swap agreement, the blended floating interest rate on the remaining two swaps was adjusted downward to 30 basis points over the six-

month LIBOR rate. The remaining two swaps will terminate on February 1, 2011.

During the nine months ended September 30, 2004, the Company entered into seven 10-year forward starting interest rate swap agreements for an aggregate of approximately $200.0 million in notional amount. Six of these derivative instruments are expected to be used to hedge the risk of changes in interest cash outflows on anticipated fixed rate financings by effectively locking the three-month LIBOR swap rate. The seventh 10-year forward starting interest rate swap, which was entered into on May 19, 2004, is expected to be used to hedge the risk of changes in interest cash outflows on anticipated fixed rate financings by effectively locking the 10-year LIBOR swap rate at 5.765%. The gain or loss on each of the seven swaps will be deferred in accumulated other comprehensive income and will be amortized into earnings as an increase/decrease in effective interest expense during the same period or periods in which the hedged transaction affects earnings.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments at September 30, 2004 (in thousands). The notional amounts at September 30, 2004 provide an indication of the extent of the Company’s involvement in these instruments at that time, but do not represent exposure to credit, interest rate or market risks.

Hedge Product	Hedge Type	Notional Amount		Strike		Maturity	Fair Value
Reverse Arrears Swap	Fair Value	$	50,000	4.357	%	10/15/04	$	523
Reverse Arrears Swap	Fair Value	50,000		4.380	%	02/01/11	336
Reverse Arrears Swap	Fair Value	15,000		4.030	%	02/01/11	32
Forward Starting Swap	Cash Flow	25,000		4.767	%	10/15/14	(451		)
Forward Starting Swap	Cash Flow	25,000		4.805	%	10/15/14	(529		)
Forward Starting Swap	Cash Flow	25,000		4.979	%	10/15/14	(883		)
Forward Starting Swap	Cash Flow	25,000		4.980	%	10/15/14	(883		)
Forward Starting Swap	Cash Flow	25,000		5.053	%	04/06/15	(635		)
Forward Starting Swap	Cash Flow	25,000		5.039	%	04/06/15	(606		)
Forward Starting Swap	Cash Flow	50,000		5.765	%	04/06/15	(4,104		)
							$	(7,200	)

On September 30, 2004, the reverse arrears swap agreements and the forward starting swap agreements were reported at their fair values as Other Assets of $0.9 million and Other Liabilities of $8.1 million, respectively. Additionally, the reverse arrears swap debt of approximately $0.9 million at September 30, 2004 was reported as a component of the notes payable to which it was assigned. As of September 30, 2004, there were approximately $7.1 million in deferred losses, net, represented in OCI, representing the unamortized portion of the settled swaps, as well as the unsettled portion of the forward starting swap agreements.

Over time, the unrealized gains and losses held in OCI will be reclassified to earnings in the same period(s) in which the hedged items are recognized in earnings. Approximately $40,200 of expense, net is expected to be amortized into other comprehensive income over the next three months. The current balance held in OCI is expected to be reclassified to earnings over the lives of the current hedging instruments, or for realized losses on forecasted debt transactions, over the related term of the debt obligation, as applicable.

Concentration of Credit Risk

A concentration of credit risk arises in the Company’s business when a national or regionally-based tenant occupies a substantial amount of space in multiple properties owned by the Company. In that event, if the tenant suffers a significant downturn in its business, it may become unable to make its contractual rent payments to the Company, exposing the Company to a potential loss in rental revenue that is magnified as a result of the tenant renting space in multiple locations. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk. No tenant exceeds 5% of annual reported rental income.

Note 9: Minority Interest in Consolidated Partnership

In 1995, ERP, a consolidated entity, was formed to own 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 preferred cash 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, at the Company’s option, shares of common stock of the Company), cash and the assumption of mortgage indebtedness. These units are redeemable for shares of common stock of the Company at exchange ratios from 1.0 to 1.4 shares of common stock for each unit. ERP unit information is summarized as follows:

	Total Units	Company Units		Limited Partner Units
Outstanding at December 31, 2003	5,565,066	3,432,065		2,133,001
Issued	1,150,500	293,294		857,206	(1)
Redeemed	—	1,381,609	(2)	(1,381,609	)(2)

Outstanding at September 30, 2004	6,715,566	5,106,968		1,608,598

(1) Represents limited partnership units issued in connection with the acquisition of New Britain Village Square and Marketplace (Note 3).

(2) Represents the redemption of limited partnership units for shares of common stock of the Company.

Note 10: Stockholders’ Equity

Earnings per Share (EPS)

In accordance with the disclosure requirements of SFAS No. 128 (Note 2), a reconciliation of the numerator and denominator of basic and diluted EPS is provided as follows (in thousands, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Basic EPS
Numerator:
Income from continuing operations	$	32,513		$	30,587		$	101,879		$	98,475
Preferred dividends	(5,458		)	(5,279		)	(16,008		)	(15,891		)
Premium on redemption of preferred stock	—			—			—			(630		)
Net income available to common shares from continuing operations - basic	27,055			25,308			85,871			81,954

Net income available to common shares from discontinued operations - basic	(3,072		)	1,124			(2,123		)	954

Net income available to common shares - basic	$	23,983		$	26,432		$	83,748		$	82,908

Denominator:
Weighted average of common shares outstanding	101,255			97,455			100,281			97,170

Earning per share - continuing operations	$	0.27		$	0.26		$	0.86		$	0.84
Earnings per share - discontinued operations	(0.03		)	0.01			(0.02		)	0.01
Basic earnings per common share	$	0.24		$	0.27		$	0.84		$	0.85

Diluted EPS
Numerator:
Income from continuing operations	$	32,513		$	30,587		$	101,879		$	98,475
Preferred dividends	(5,458		)	(5,279		)	(16,008		)	(15,891		)
Premium on redemption of preferred stock	—			—			—			(630		)
Minority interest in consolidated partnership	206			394			752			1,170
Net income available to common shares from continuing operations - diluted	27,261			25,702			86,623			83,124

Net income available to common shares from discontinued operations - diluted	(3,072		)	1,124			(2,123		)	954

Net income available to common shares - diluted	$	24,189		$	26,826		$	84,500		$	84,078

Denominator:
Weighted average of common shares outstanding - basic	101,255			97,455			100,281			97,170
Effect of diluted securities:
Common stock options	998			872			1,034			663
Excel Realty Partners, L.P. third party units	1,405			2,178			1,311			2,178
Weighted average of common shares outstanding - diluted	103,658			100,505			102,626			100,011

Earning per share - continuing operations	$	0.26		$	0.26		$	0.84		$	0.83
Earnings per share - discontinued operations	(0.03		)	0.01			(0.02		)	0.01
Diluted earnings per common share	$	0.23		$	0.27		$	0.82		$	0.84

Note - For the three months ended September 30, 2004 and 2003, there were approximately 0.6 million and 0.7 million stock options, respectively, that were anti-dilutive. For the nine months ended September 30, 2004 and 2003, there were approximately 0.6 million and 0.9 million stock options, respectively, that were anti-dilutive. Additionally, debt issued in the Convertible Debt Offering is not included in the diluted calculation, as conversion triggers have not yet occurred.

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock

On August 23, 2004, the Company sold 2,000,000 of its common shares in a public offering (the “Common Stock Offering”). The net proceeds from the offering were approximately $50.0 million and were used to repay a portion of the borrowings outstanding under the Revolving Facility.

On July 21, 2003, the Company established a standby equity distribution program with BNY Capital Markets, Inc. pursuant to which the Company may issue and sell from time to time up to $50 million of common stock in “at the market” transactions. As of September 30, 2004, the Company had not issued or sold any common stock under this distribution program.

Preferred Stock

On April 21, 2003, the Company completed a public offering of 8,000,000 depositary shares, each representing a 1/10 fractional interest of a share of 7.625% Series E Cumulative Redeemable Preferred Stock (the “Preferred Stock Offering”). The net proceeds to the Company from the Preferred Stock Offering were approximately $193 million and were used to redeem all of the Company’s outstanding Series B depositary shares (the “Series B Preferred Stock Redemption”), each of which represented a 1/10 fractional interest of a share of 8 5/8% Series B Cumulative Redeemable Preferred Stock, as well as to repay a portion of the amount outstanding under the Company’s then existing revolving credit facility.

On May 5, 2003, the Company completed the Series B Preferred Stock Redemption at an aggregate cost of $158 million. The redemption occurred at a premium to the carrying value of the preferred stock, aggregating approximately $0.6 million based on shares redeemed by the Company at the closing price at redemption.

The Company also has 1,500,000 Series D 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 15, 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. In accordance with applicable accounting rules, and as a result of the “step-up” of the dividend to 9.8% of the liquidation preference beginning in 2012, the Company recorded a non-cash increase to the current dividend payable of approximately $0.2 million for the three months ended September 30, 2004. The Company expects to continue to recognize an additional non-cash charge with respect to the Preferred D Shares in future quarters through the date of redemption in an amount that is not expected to vary materially from the amount recognized for the third quarter.

Stock Based Compensation

Stock Options

The Company has one active stock option plan and four stock option plans under which option grants may no longer be made. In addition, two option grants were made to the Company’s Chief Executive Officer in February 2000, which were not part of the previously mentioned plans. Pursuant to the five plans and two additional option grants, stock options have been granted to purchase shares of common stock of the Company to officers, directors, and certain employees of the Company. The active plan is the 2003 Stock Incentive Plan (the “2003 Plan”), which provides for the grant of stock options, stock grants and certain other types of stock based awards to officers, directors and certain employees of the Company. The exercise price of stock options granted pursuant to the 2003 Plan is required to be no less than the fair market value of a share of common stock on the date of grant. The vesting schedule and other terms of stock options granted under the 2003 Plan are determined at the time of grant by the Company’s executive compensation and stock option committee. As of September 30, 2004, approximately 4.0

million shares were available for stock option grants and 0.9 million shares were available for stock grants or other types of stock based awards other than stock option grants (and to the extent that any such stock grants or other types of stock based awards are issued, then there is a share for share reduction in the number of shares available for stock option grants) under the 2003 Plan. The stock options outstanding at September 30, 2004 had exercise prices from $12.8125 to $26.10 and a weighted average remaining contractual life of approximately seven years. The total option shares exercisable under all five plans and two additional option grants, at September 30, 2004, was approximately 1.5 million.

Stock option activity is summarized as follows:

	Option Shares		Weighted Average Exercise Price Per Share
Outstanding at December 31, 2003	4,304,598		$	18.33

Granted	669,750		$	25.97
Exercised	(748,778	)	$	20.31
Forfeited	(110,596	)	$	21.03
Outstanding at September 30, 2004	4,114,974		$	19.14

Options exercisable at September 30, 2004	1,473,717		$	17.70

Effective January 1, 2003, the Company adopted the prospective method provisions of SFAS No. 148, which apply the recognition provisions of SFAS No. 123 to all employee stock awards granted, modified or settled after January 1, 2003.

Had compensation cost for the Company’s stock options issued prior to December 31, 2002 been recognized based on the fair value at the grant date for awards consistent with the provisions of SFAS No. 123 (prospective adoption of SFAS 148 – see Note 2), the Company’s net income for the three months ended September 30, 2004 would have been reduced by $0.3 million from $29.4 million to $29.1 million (resulting in net income of $0.24 per share – basic and $0.23 per share - diluted). For the three months ended September 30, 2003, net income would have been reduced by $0.5 million from $31.7 million to $31.2 million (resulting in net income of $0.27 per share - basic and $0.26 per share - diluted). For the nine months ended September 30, 2004, net income would have been reduced by $0.9 million from $99.8 million to $98.9 million (resulting in net income of $0.83 per share - basic and $0.81 per share - diluted). For the nine months ended September 30, 2003, net income would have been reduced by $1.5 million from $99.4 million to $97.9 million (resulting in net income of $0.84 per share – basic and $0.83 per share – diluted).

Stock Awards

During the nine months ended September 30, 2004, the Company granted 60,150 restricted shares to employees. Of these shares, 30,075 will vest proportionately over five years, commencing on the first anniversary date of the initial grant. The balance of the restricted share grant will vest proportionately over the same five year period upon satisfaction of annual performance criteria established each year by the Company’s executive compensation and stock option committee.

During the nine months ended September 30, 2003, the Company granted 59,500 restricted shares to employees. Of these shares, 29,750 will vest proportionately over five years, commencing on the first anniversary date of the initial grant. The balance of the restricted share grant will vest proportionately over the same five year period upon satisfaction of annual performance criteria established each year by the Company’s executive compensation and stock option committee.

For accounting purposes, the Company measures compensation costs for restricted shares as of the date of the grant and expenses such amounts against earnings, ratably over the respective vesting period. Such amounts appear on the Company’s Consolidated Statements of Operations under “General and administrative.”

During the nine months ended September 30, 2004, the Company also granted 4,086 shares to members of its Board of Directors. These shares vested immediately upon grant. For accounting purposes, the Company measured compensation costs for these shares as of the date of grant and expensed such amounts against earnings on the grant date. Such amounts appear on the Company’s Consolidated Statements of Operations under “General and administrative.”

Note 11: Commitments and Contingencies

General

The Company is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Company or its properties. The Company is involved in routine litigation arising in the ordinary course of business, none of which is believed to be material. The Company has, however, reserved approximately $2.3 million as of September 30, 2004 in connection with a specific tenant litigation. There can be no assurance as to the final outcome of this litigation and whether it will exceed or fall short of the amount reserved; however, even if the Company’s ultimate loss is more than the reserve established, the Company does not expect that the amount of the loss in excess of the reserve would be material.

Funding Commitments

In addition to the joint venture funding commitments described in Note 6 above, the Company also had the following contractual obligations as of September 30, 2004, none of which the Company believes will have a material adverse affect on the Company’s operations:

• Letters of Credit. The Company has arranged for the provision of two separate letters of credit in connection with certain property related matters. If these letters of credit are drawn, the Company will be obligated to reimburse the providing bank for the amount of the draw. As of September 30, 2004, there was no balance outstanding under either letter of credit. If the letters of credit were fully drawn, the combined maximum amount of exposure would be approximately $2.5 million.

• Non-Recourse Debt Guarantees. Under certain Company and joint venture non-recourse mortgage loans, the Company could, under certain circumstances, be responsible for portions of the mortgage indebtedness in connection with certain customary non-recourse carve-out provisions such as environmental conditions, misuse of funds and material misrepresentations. As of September 30, 2004, the Company had mortgage loans outstanding of approximately $565.6 million, and joint ventures in which the Company has a direct or indirect interest had mortgage loans outstanding of approximately $327.1 million.

• Leasing Commitments. 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 space for the Company. Theses leases are accounted for as operating leases. The minimum annual rental commitments for these leases during the next five fiscal years and thereafter are approximately as follows (in thousands):

Year
2004 (remaining three months)	$	332
2005	1,324
2006	771
2007	533
2008	398
Thereafter	12,421

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 their property or disposed of by them, 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 these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of the Company’s properties had or have on-site dry cleaners and/or on-site gasoline facilities. These operations could potentially result in environmental contamination at the properties.

The Company is aware that soil and groundwater contamination exists at some of its properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline facilities). The Company is also aware that asbestos-containing materials exist at some of its properties. While the Company does not expect the environmental conditions at its properties, considered as a whole, to have a material adverse effect on the Company, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or 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.

Note 12: Comprehensive Income

Total comprehensive income was $21.2 million and $33.6 million for the three months ended September 30, 2004 and 2003, respectively. Total comprehensive income was $92.0 million and $100.9 million for the nine months ended September 30, 2004 and 2003, respectively. The primary components of comprehensive income, other than net income, are the adoption and continued application of SFAS No. 133 to the Company’s cash flow hedges and the Company’s mark-to-market on its available-for-sale securities.

As of September 30, 2004 and December 31, 2003, accumulated other comprehensive income reflected in the Company’s stockholders’ equity on the consolidated balance sheets was comprised of the following (in thousands):

	As of September 30, 2004			As of December 31, 2003
Unrealized gains on available-for-sale securities	$	2,111		$	1,942
Realized gains on interest risk hedges	2,029			2,195
Realized losses on interest risk hedges	(1,065		)	(1,352		)
Unrealized losses on interest risk hedges	(8,091		)	—
Accumulated other comprehensive (loss) income	$	(5,016	)	$	2,785

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the Consolidated Statements of Income and Comprehensive Income contained in the Consolidated Financial Statements and accompanying notes, including trends which might appear, should not be taken as indicative of future operations.

During the nine months ended September 30, 2004, we acquired nine shopping centers (New Britain Village Square, Elk Grove Town Center, Villa Monaco, Florence Square, Stockbridge Village, Starlite Plaza, Hillside Village Center, Annex of Arlington and Marketpace), 11 acres of unimproved land known as Unity Plaza, the remaining 50% interest in Clearwater Mall, a shopping center in which we owned the other 50% interest, and the remaining 50% interest in The Market at Preston Ridge, a shopping center in which we owned the other 50% interest (collectively, “2004 Acquisitions”). During the second and third quarters of 2003, we also acquired three shopping centers, Panama City Square, Harpers Station and Dickson City Crossings (collectively, “2003 Acquisitions”). Accordingly, our results of operations for the three and nine months ended September 30, 2004 include the results of operations of the 2004 Acquisitions and the 2003 Acquisitions.

In accordance with the provisions of FIN 46, our consolidated results of operations for the three and nine months ended September 30, 2004 include the results of operations of certain of our joint ventures, as applicable (collectively, “FIN 46 Consolidation Adjustments”), which were previously accounted for under the equity method.

Results of operations for the three months ended September 30, 2004 and 2003

Rental Revenues:

Total rental revenues increased $6.1 million, or 5%, from $116.9 million for the three months ended September 30, 2003 to $123.0 million for the three months ended September 30, 2004. The major area of change is discussed below.

Rental income increased $5.7 million, or 6%, from $92.6 million for the three months ended September 30, 2003 to $98.3 million for the three months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased rental income by approximately $4.8 million

• 2003 Acquisitions, which increased rental income by approximately $1.2 million

• FIN 46 Consolidation Adjustments, which increased rental income by approximately $0.3 million

• Increases in occupancy and rental rates, which increased rental income by approximately $0.9 million

• Increased specialty rent, which increased rental income by approximately $0.1 million

• Decreased lease settlement income, which decreased rental income by approximately $1.2 million

• Decreases in late charges and other miscellaneous income which accounted for the balance of the variance

Expenses:

Total expenses increased $3.5 million, or 6%, from $63.1 million for the three months ended September 30, 2003 to $66.6 million for the three months ended September 30, 2004. The major areas of change are discussed below.

Operating costs decreased $1.5 million, or 7%, from $21.1 million for the three months ended September 30, 2003 to $19.6 million for the three months ended September 30, 2004. The following factors accounted for this

variance:

• 2004 Acquisitions, which increased operating costs by approximately $0.7 million

• 2003 Acquisitions, which increased operating costs by approximately $0.2 million

• FIN 46 Consolidation Adjustments, which increased operating costs by approximately $0.1 million

• Decreased insurance expense attributable to lower premiums under our renewed policy that went into effect in April 2004, which decreased operating costs by approximately $1.6 million

• Decreased professional fees, which decreased operating costs by approximately $0.1 million

• Combined decreases in repairs, utilities, cleaning and snow removal expenses, which decreased operating costs by approximately $0.5 million

• Decreased cost allocations, which accounted for the balance of the variance

Real estate and other taxes increased $1.8 million, or 13%, from $14.4 million for the three months ended September 30, 2003 to $16.2 million for the three months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased real estate and other taxes by approximately $0.9 million

• 2003 Acquisitions, which increased real estate and other taxes by approximately $0.2 million

• Property tax rate increases at certain municipalities, combined with higher assessments at certain properties, which accounted for the balance of the variance

Depreciation and amortization expense increased $3.7 million, or 19%, from $19.8 million for the three months ended September 30, 2003 to $23.5 million for the three months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased depreciation and amortization by approximately $2.1 million

• 2003 Acquisitions, which increased depreciation and amortization by approximately $0.4 million

• Increased amortization expense attributable to deferred expenses, which increased depreciation and amortization by approximately $0.4 million

• Increased depreciation expense on properties previously under redevelopment, which accounted for the balance of the variance

Provision for doubtful accounts increased $1.2 million, or 75%, from $1.6 million for the three months ended September 30, 2003 to $2.8 million for the three months ended September 30, 2004. This variance is primarily attributable to increased reserves taken in anticipation of the redevelopment of certain assets, compounded by higher recoveries of previously reserved amounts in 2003.

General and administrative expenses decreased $1.8 million, or 29%, from $6.3 million for the three months ended September 30, 2003 to $4.5 million for the three months ended September 30, 2004. The following factors accounted for this variance:

• Increased payroll related expenses, which increased general and administrative expenses by approximately $0.2 million

• Legal reserves taken in 2003 for a specific tenant litigation, which decreased general and administrative expenses by approximately $2.0 million

Other Income and Expenses:

Equity in income of unconsolidated ventures decreased $0.5 million, or 63%, from $0.8 million for the three months ended September 30, 2003 to $0.3 million for the three months ended September 30, 2004. The following factors accounted for this variance:

• FIN 46 Adjustments, which decreased equity in income of unconsolidated ventures by approximately $0.2 million

• Lower operating performance by the Preston Ridge joint venture, which decreased equity in income of unconsolidated ventures by approximately $0.3 million

Interest expense increased $0.4 million, or 2%, from $25.8 million for the three months ended September 30, 2003 to $26.2 million for the three months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased interest expense by approximately $0.4 million

• 2003 Acquisitions, which increased interest expense by approximately $0.5 million

• The Convertible Debt Offering and the 2004 Debt Offering, which increased interest expense by approximately $1.7 million

• Higher outstanding balance under our Secured Term Loan, which increased interest expense by approximately $0.9 million

• Increased amortization of debt issuance costs and debt discount, which increased interest expense by approximately $0.3 million

• Lower outstanding balance under our Revolving Facility, which decreased interest expense by approximately $0.8 million

• The repayment of $49.0 million of our 7.33% medium-term notes with the proceeds from our Medium-Term Notes Offering, which decreased interest expense by approximately $0.2 million

• The repayment of certain mortgage loans bearing high interest rates, compounded by lower interest rates on new mortgage debt, which decreased interest expense by approximately $1.1 million

• Increased capitalization with respect to our redevelopment projects, which decreased interest expense by $0.5 million

• Swap proceeds received, which decreased interest expense by approximately $0.8 million

Discontinued Operations:

Effective January 1, 2002, we adopted SFAS No. 144. This statement retains the requirement of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, to report discontinued operations separately from continuing operations, and extends that reporting to a component of an entity that either has been disposed of (by sale, by abandonment, or in a distribution to owners) or is classified as held for sale. For the three months ended September 30, 2004, such properties generated approximately $0.1 million, $0.1 million and $3.1 million in results of operations, impairment loss and loss on sale, respectively. For the three months ended September 30, 2003, such properties generated approximately $1.3 million and $0.2 million in results of operations and loss on sale, respectively. Accordingly, these amounts have been classified as discontinued operations.

Results of operations for the nine months ended September 30, 2004 and 2003

Rental Revenues:

Total rental revenues increased $15.3 million, or 4%, from $354.8 million for the nine months ended September 30, 2003 to $370.1 million for the nine months ended September 30, 2004. The major areas of change are discussed below.

Rental income increased $15.1 million, or 5%, from $275.5 million for the nine months ended September 30, 2003 to $290.6 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased rental income by approximately $10.6 million

• 2003 Acquisitions, which increased rental income by approximately $4.6 million

• FIN 46 Consolidation Adjustments, which increased rental income by approximately $0.7 million

• Decreases in cost of living adjustments, which decreased rental income by approximately $0.6 million

• Decreases in rental rates attributable to properties under redevelopment, which accounted for the balance of the variance

Percentage rents increased $0.6 million, or 13%, from $4.8 million for the nine months ended September 30, 2003 to $5.4 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2003 Acquisitions, which increased percentage rents by approximately $0.1 million

• A general increase in tenants’ sales, as well as certain circumstances in which specific tenants are paying percentage rent in lieu of fixed rent, which accounted for the balance of the variance

Expenses:

Total expenses increased $9.9 million, or 5%, from $187.2 million for the nine months ended September 30, 2003 to $197.1 million for the nine months ended September 30, 2004. The major areas of change are discussed below.

Operating costs decreased $3.3 million, or 5%, from $66.2 million for the nine months ended September 30, 2003 to $62.9 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased operating costs by approximately $1.6 million

• 2003 Acquisitions, which increased operating costs by approximately $0.7 million

• FIN 46 Consolidation Adjustments, which increased operating costs by approximately $0.1 million

• Combined increases in repairs, maintenance and other expenses, which increased operating costs by approximately $0.5 million

• Decreased insurance expense attributable to lower premiums under our renewed policy, which went into effect in April 2004 and decreased operating costs by approximately $2.7 million

• Decreased snow removal costs attributable to unusually harsh winter conditions during 2003, which decreased operating costs by approximately $1.3 million,

• Decreased payroll related expenses, which decreased operating costs by approximately $0.6 million

• Decreased professional fees, which decreased operating costs by approximately $1.1 million

• Combined decreases in cleaning expenses and cost allocations, which accounted for the balance of the variance

Real estate and other taxes increased $1.9 million, or 4%, from $44.3 million for the nine months ended September 30, 2003 to $46.2 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased real estate and other taxes by approximately $1.6 million

• 2003 Acquisitions, which increased real estate and other taxes by approximately $0.6 million

• Property tax rate decreases at certain municipalities, combined with lower assessments at certain properties, which accounted for the balance of the variance

Depreciation and amortization expense increased $9.2 million, or 16%, from $56.9 million for the nine months ended September 30, 2003 to $66.1 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased depreciation and amortization by approximately $3.8 million

• 2003 Acquisitions, which increased depreciation and amortization by approximately $1.3 million

• Increased amortization expense attributable to deferred expenses, which increased depreciation and amortization by approximately $1.5 million

• Increased depreciation expense on properties previously under redevelopment, combined with increased depreciation expense on tenant improvements made in 2004, which accounted for the balance of the variance

Provision for doubtful accounts increased $2.0 million, or 39%, from $5.1 million for the nine months ended September 30, 2003 to $7.1 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2003 Acquisitions, which increased provision for doubtful accounts by approximately $0.1 million

• Increased reserves taken in anticipation of the redevelopment of certain assets, compounded by higher recoveries of previously reserved amounts in 2003, which accounted for the balance of the variance

General and administrative expenses remained flat for the nine months ended September 30, 2004, as compared to the nine months ended September 30, 2003. However, during the nine months ended September 30, 2003, approximately $2.0 million of legal reserves were taken for a specific tenant litigation, thereby increasing general and administrative expenses for the nine months ended September 30, 2003 by such amount. During the nine months ended September 30, 2004, increased payroll expenses of approximately $1.8 million, together with nominal fluctuations in office costs, utilities, professional fees, non-real estate asset depreciation, and travel and promotion expenses, resulted in an aggregate increase in general and administrative expenses of approximately $2.0 million for the nine months ended September 30, 2004. This increase eliminated any variance between the two periods.

Other Income and Expenses:

Interest, dividend and other income decreased $0.8 million, or 11%, from $7.4 million for the nine months ended September 30, 2003 to $6.6 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• Combined increases in management fee revenue, acquisition/disposition fee revenue and development fee revenue, which increased interest, dividend and other income by approximately $1.4 million

• Tax refund received for one property, which increased interest, dividend and other income by approximately $0.3 million

• The payoff of certain notes receivable, which decreased interest, dividend and other income by approximately $0.5 million

• Lower rates of return on certain investments, which decreased interest, dividend and other income by approximately $0.1 million

• The payoff of a letter of credit on which we were earning fee income, which decreased interest, dividend and other income by approximately $1.4 million

• The payoff of certain employee loans receivable, which decreased interest, dividend and other income by approximately $0.2 million

• Decreased leasing fee revenue, which accounted for the balance of the variance

Equity in income of unconsolidated ventures decreased $1.3 million, or 54%, from $2.4 million for the nine months ended September 30, 2003 to $1.1 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• FIN 46 Consolidation Adjustments, which decreased equity in income of unconsolidated ventures by approximately $0.3 million

• A $0.6 million gain on the sale of Flamingo Falls, a property owned by the CA New Plan Venture Fund, which was recorded in the second quarter of 2003

• A $0.2 million loss on the sale of Fruitland Plaza, a property owned by Benbrooke Ventures, which was recorded in the first quarter of 2004

• Lower operating performance by the Preston Ridge joint venture, which accounted for the balance of the variance

Interest expense increased $2.5 million, or 3%, from $76.6 million for the nine months ended September 30, 2003 to $79.1 million for the nine months ended September 30, 2004. The following factors accounted for this variance:

• 2004 Acquisitions, which increased interest expense by approximately $1.0 million

• 2003 Acquisitions, which increased interest expense by approximately $2.1 million

• The Convertible Debt Offering and the 2004 Debt Offering, which increased interest expense by approximately $6.2 million

• Financing fees incurred in connection with the Convertible Debt Offering and the 2004 Debt Offering, which increased interest expense by approximately $0.2 million

• Increased amortization of debt issuance costs, primarily attributable to the write-off of costs associated with our previously existing revolving credit facility and secured term loan, which increased interest expense by approximately $0.9 million

• The refinancing of our previously existing senior unsecured term loan at a lower interest rate, compounded by a lower interest rate on, and a lower balance outstanding under, the Revolving Facility, which decreased interest expense by approximately $1.1 million

• The repayment of the variable rate REMIC debt, which decreased interest expense by approximately $0.6 million

• The repayment of $49.0 million of our 7.33% medium-term notes with the proceeds from our Medium-Term Notes Offering, which decreased interest expense by approximately $0.5 million

• The repayment of certain mortgage loans bearing high interest rates, compounded by lower interest rates on new mortgage debt, which decreased interest expense by approximately $3.0 million

• Increased capitalization with respect to our redevelopment projects, which decreased interest expense by $1.5 million

• Swap proceeds received, which decreased interest expense by approximately $1.2 million

Discontinued Operations:

Effective January 1, 2002, we adopted SFAS No. 144. This statement retains the requirement of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, to report discontinued operations separately from continuing operations, and extends that reporting to a component of an entity that either has been disposed of (by sale, by abandonment, or in a distribution to owners) or is classified as held for sale. For the nine months ended September 30, 2004, such properties generated approximately $0.6 million, $0.1 million and $2.6 million in results of operations, impairment loss and loss on sale, respectively. For the nine months ended September 30, 2003, such properties generated approximately $4.5 million, $7.0 million and $3.4 million in results of operations, impairment loss and gain on sale, respectively. Accordingly, these amounts have been classified as discontinued operations.

Funds from Operations

Funds from Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. We calculate FFO in accordance with the best

practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (the “White Paper”). The White Paper defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

On October 1, 2003, the National Association of Real Estate Investment Trusts (“NAREIT”), based on discussions with the SEC, provided revised guidance regarding the calculation of FFO. This revised guidance provides that impairments should not be added back to net income in calculating FFO and that original issuance costs associated with preferred stock that has been redeemed should be factored into the calculation of FFO. We present FFO in accordance with NAREIT’s revised guidance in the table set forth below.

Given the nature of our business as a real estate owner and operator, we believe that FFO is helpful to investors as a starting point in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. However, it should be noted that there are certain items, such as impairments, that are included within the definition of FFO that do not relate to and are not indicative of our operating performance. Furthermore, FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance, is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, and is not indicative of funds available to fund our cash needs, including our ability to make distributions. Our computation of FFO may differ from the methodology utilized by other equity REITs to calculate FFO and, therefore, may not be comparable to such other REITs.

The following information is provided to reconcile net income, the most comparable GAAP number, to FFO, and to show the items included in our FFO for the past periods indicated (in thousands, except footnotes):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003

Net income available to common stockholders – diluted	$	24,189		$	26,826		$	84,500		$	84,078
Deduct:
Minority interest in income of consolidated partnership	(206		)	(394		)	(752		)	(1,170		)
Net income available to common stockholders - basic	23,983			26,432			83,748			82,908
Add:
Depreciation and amortization
Continuing operations real estate assets	23,455			19,759			66,117			56,876
Discontinued operations real estate assets	105			332			568			1,274
Pro rata share of joint venture real estate assets	495			253			1,136			717
Deduct:
Gain on the sale of real estate (1)	—			—			(1,217		)	—
Loss (gain) on the sale of discontinued operations (1)	3,169			163			7,132			(2,419		)
Pro rata share of joint venture loss (gain) on sale of real estate (1)	12			(39		)	433			(643		)
Funds from operations – basic	51,219			46,900			157,917			138,713

Add:
Minority interest in income of consolidated partnership	206			394			752			1,170
Funds from operations – diluted	$	51,425	(2)	$	47,294	(3)	$	158,669	(2)	$	139,883	(3)

Net cash provided by operating activities	$	75,349		$	68,876		$	177,500		$	162,583
Net cash used in investing activities	(71,103		)	(20,679		)	(189,236		)	(76,663		)
Net cash (used in) provided by financing activities	(7,791		)	(53,814		)	15,388			(90,411		)

(1) Excludes gain/loss on sale of land.

(2) FFO for the three and nine months ended September 30, 2004 includes a negative adjustment of approximately $0.1 million relating to impairments. FFO for the nine months ended September 30, 2004 also includes a negative adjustment of approximately $0.6 million relating to premium on redemption of preferred stock.

(3) FFO for the three and nine months ended September 30, 2003 includes negative adjustments of approximately $48,000 and $8.1 million, respectively, relating to impairments.

Liquidity and Capital Resources

As of September 30, 2004, we had approximately $33.9 million in available cash, cash equivalents, restricted cash and marketable securities. As a REIT, we are required to distribute at least 90% of our taxable income to our stockholders on an annual basis. Therefore, as a general matter, it is unlikely that we will have any substantial cash balances that could be used to meet our liquidity needs. Instead, these needs must be met from cash generated from operations and external sources of capital.

Short-Term Liquidity Needs

Our short-term liquidity requirements consist primarily of funds necessary to pay for operating and other expenses directly associated with our portfolio of properties (including regular maintenance items), interest expense and scheduled principal payments on our outstanding debt, capital expenditures incurred to facilitate the leasing of space (e.g., tenant improvements and leasing commissions), and quarterly dividends and distributions that we pay to our common and preferred stockholders and holders of partnership units in a partnership that we control. We believe that cash generated from operations, issuances under our standby equity distribution program, and borrowings under the Revolving Facility will be sufficient to meet our short-term liquidity requirements; however, there are certain factors that may have a material adverse effect on our cash flow.

We derive substantially all of our revenue from tenants under existing leases at our properties. Therefore, our operating cash flow is dependent on the rents that we are able to charge to our tenants, and the ability of these tenants to make their rental payments. We believe that the nature of the properties in which we typically invest – primarily community and neighborhood shopping centers – provides a more stable revenue flow in uncertain economic times, because even in difficult economic times consumers still need to purchase basic living essentials such as food and soft goods. However, general economic downturns, or economic downturns in one or more markets in which we own properties, still may adversely impact the ability of our tenants to make lease payments and our ability to re-lease space on favorable terms as leases expire. In either of these instances, our cash flow would be adversely affected. We are not currently aware of any pending tenant bankruptcies that are likely to materially affect our aggregate rental revenues.

We may acquire large portfolios of community and neighborhood shopping centers, either through direct acquisitions or business combinations. While we believe that the cash generated by any newly-acquired properties will more than offset the operating and interest expenses associated with those properties, it is possible that the properties may not perform as well as expected and as a result, our cash needs may increase. In addition, there may be other costs incurred as a result of the acquisition of properties, including increased general and administrative costs while we assimilate the properties into our operating system.

In some cases, we have invested as a borrower, co-venturer or partner in the development or redevelopment of new properties instead of developing projects directly. Pursuant to the terms of two of our joint venture agreements, we have agreed to contribute up to an aggregate of $18.0 million of additional capital that may be required by such joint ventures. We expect to fund the additional capital required by these joint ventures either out of excess cash from operations, or through draws on the Revolving Facility.

Our current redevelopment pipeline is comprised of 39 redevelopment projects (excluding joint venture redevelopments), the aggregate cost of which (including costs incurred in prior years on these projects) is expected to be approximately $147.7 million, which we intend on financing primarily through draws on the Revolving Facility. We also have one new development project underway, the aggregate cost of which is expected to be $14.0 million, which we intend on financing primarily through draws on the Revolving Facility.

We regularly incur significant expenditures in connection with the re-leasing of our retail space, principally in the form of tenant improvements and leasing commissions. The amounts of these expenditures can vary significantly, depending on negotiations with tenants and the willingness of tenants to pay higher base rents over the life of the leases. We expect to pay for these capital expenditures out of excess cash from operations or, to the extent

necessary, through draws on the Revolving Facility. We believe that a significant portion of these expenditures is recouped in the form of continuing lease payments.

We have established a stock repurchase program under which we may repurchase up to $75 million of our outstanding common stock through periodic open market transactions or through privately negotiated transactions. We have not repurchased any shares of common stock in 2004, nor did we repurchase any shares of common stock in 2003. In light of the current trading price of our common stock, we do not anticipate effecting additional stock repurchases in the near future, although we could reevaluate this determination at any time based on market conditions.

We have also established a repurchase program under which we may repurchase up to $125 million of our outstanding preferred stock and public debt through periodic open market transactions or through privately negotiated transactions. As of September 30, 2004, no purchases had been made under this program.

The current quarterly dividend on our common stock is $0.4125 per share. We also pay regular quarterly dividends on our preferred stock. The maintenance of these dividends is subject to various factors, including the discretion of our Board of Directors, our ability to pay dividends under Maryland law, the availability of cash to make the necessary dividend payments and the effect of REIT distribution requirements, which require at least 90% of our taxable income be distributed to stockholders. We also make regular quarterly distributions on units in a partnership that we control.

In addition, under the Revolving Facility and the Secured Term Loan, we are restricted from paying common stock dividends that would exceed 95% of our Funds From Operations (as defined in the applicable debt agreement) during any four-quarter period.

Long-Term Liquidity Needs

Our long-term liquidity requirements consist primarily of funds necessary to pay for the principal amount of our long-term debt as it matures, significant non-recurring capital expenditures that need to be made periodically at our properties, redevelopment projects that we undertake at our properties and the costs associated with acquisitions of properties that we pursue. Historically, we have satisfied these requirements principally through the most advantageous source of capital at the time, which has included the incurrence of new debt through borrowings (through public offerings of unsecured debt and private incurrence of secured and unsecured debt), sales of common and preferred stock, capital raised through the disposition of assets, repayment by third parties of notes receivable and joint venture capital transactions. We believe that these sources of capital will continue to be available in the future to fund our long-term capital needs; however, there are certain factors that may have a material adverse effect on our ability to access these capital sources.

Our ability to incur additional debt is dependent upon a number of factors, including our degree of leverage, the value of our unencumbered assets, our credit rating and borrowing restrictions imposed by existing lenders. Currently, we have investment grade credit ratings for prospective unsecured debt offerings from three major rating agencies – Standard & Poor’s (BBB), Moody’s Investor Service (Baa2) and Fitch Ratings (BBB+). A downgrade in outlook or rating by a rating agency can occur at any time if the agency perceives an adverse change in our financial condition, results of operations or ability to service debt. If such a downgrade occurs, it would increase the interest rate currently payable under our existing credit facilities, it likely would increase the costs associated with obtaining future financing, and it potentially could adversely affect our ability to obtain future financing.

Based on an internal evaluation, the estimated value of our properties is above the outstanding amount of mortgage debt encumbering the properties. Therefore, at this time, we believe that additional financing could be obtained, either in the form of mortgage debt or additional unsecured borrowings, and without violating the financial covenants contained in our existing debt agreements. During the first nine months of 2004, we increased the borrowed amount under our secured term loan from $100 million to $150 million, and we issued $150 million of unsecured notes in the 2004 Debt Offering. In 2003, we issued an aggregate of $165 million of unsecured notes in the Convertible Debt Offering and the Medium-Term Notes Offering.

Our ability to raise funds through sales of common stock and preferred stock is dependent on, among other things, general market conditions for REITs, market perceptions about our company and the current trading price of our stock. We will continue to analyze which source of capital is most advantageous to us at any particular point in time, but the equity markets may not be consistently available on attractive terms.

We have selectively effected asset sales to generate cash proceeds over the last two years. During the first nine months of 2004, we generated an aggregate of approximately $52.5 million in gross proceeds, including approximately $8.5 million represented by a purchase money note issued in connection with the sale of Factory Merchants Barstow, through the culling of non-core and non-strategic properties, the disposition of certain properties held through joint ventures and the transfer of one property to a joint venture. During the 2003 fiscal year, we sold assets and generated proceeds from certain of our joint venture projects and notes receivable that raised an additional $121.7 million in gross proceeds. Our ability to generate cash from asset sales is limited by market conditions and certain rules applicable to REITs. Our ability to sell properties in the future to raise cash will necessarily be limited if market conditions make such sales unattractive.

The following table summarizes all of our known contractual cash obligations, excluding interest, to pay third parties as of September 30, 2004 (based on a calendar year, dollars in thousands):

Contractual Cash Obligations	Total		Less than 1 year		1- 3 years		3 - 5 years			More than 5 years
Long-Term Debt (1)	$	1,883,567	$	78,661	$	217,907	$		788,662	$	798,337
Capital Lease Obligations	28,318		84		437		791			27,006
Operating Leases	15,779		332		2,095		931			12,421
Total	$	1,927,664	$	79,077	$	220,439	$	790,384		$		837,764

(1) Long-term debt includes scheduled amortization and scheduled maturities for mortgage loans, notes payable and credit facilities.

On October 15, 2004, we repaid $75 million issued under our medium-term notes program that matured in October 2004 through a draw under the Revolving Facility. We anticipate repaying the balance of the 2004 contractual cash obligations, which consists primarily of scheduled amortization, through draws under the Revolving Facility.

On June 29, 2004, we amended our existing $350 million unsecured revolving credit facility. The Revolving Facility matures on June 29, 2007, with a one-year extension option. As of September 30, 2004, the Revolving Facility bore interest at LIBOR plus 65 basis points, based on our then current debt rating. In addition, we incur an annual facility fee of 20 basis points on this facility.

On June 29, 2004, we also amended our $100 million secured term loan facility, increasing the loan amount to $150 million. The Secured Term Loan matures on June 29, 2007. As of September 30, 2004, the Secured Term Loan bore interest at LIBOR plus 85 basis points, based on our then current debt rating.

The following table summarizes certain terms of our senior credit facilities as of September 30, 2004:

Loan	Amount Available to be Drawn		Amount Drawn as of September 30, 2004		Current Interest Rate (1)	Maturity Date
	(in thousands)		(in thousands)
Revolving Facility	$	350,000	$	118,000	LIBOR plus 65 bp (2)	June 29, 2007
Secured Term Loan	150,000		150,000		LIBOR plus 85 bp	June 29, 2007
Total	$	500,000	$	268,000

(1) We incur interest using a 30-day LIBOR rate, which was 1.84% at September 30, 2004.

(2) We also incur an annual facility fee of 20 basis points on this facility.

The Revolving Facility and the Secured Term Loan require that we maintain certain financial coverage

ratios. These coverage ratios currently include:

• net operating income of unencumbered assets to interest on unsecured debt ratio of at least 2:1

• EBITDA to fixed charges ratio of at least 1.75:1

• minimum tangible net worth of approximately $1.3 billion

• total debt to total adjusted assets of no more than 57.5%

• total secured debt to total adjusted assets of no more than 40%

• unsecured debt to unencumbered assets value ratio of no more than 55%

• book value of ancillary assets to total adjusted assets of no more than 25%

• book value of new construction assets to total adjusted assets of no more than 15%

• Funds from Operations (as defined in the applicable debt agreement) payout ratio no greater than 95%

Under the terms of each of the Revolving Facility and the Secured Term Loan, the respective covenants will be modified to be consistent with any more restrictive covenant contained in any other existing or new senior unsecured credit facility that we enter into. The Secured Term Loan also contains certain financial covenants relating to the operating performance of certain properties that collateralize the Secured Term Loan.

We have also issued approximately $1.1 billion of indebtedness under five public indentures. These indentures also contain covenants that require us to maintain certain financial coverage ratios. These covenants are generally less onerous than the covenants contained in our existing credit facilities, as described above.

As of September 30, 2004, we were in compliance with all of the financial covenants under our existing credit facilities and public indentures, and we believe that we will continue to remain in compliance with these covenants. However, if our properties do not perform as expected, or if unexpected events occur that require us to borrow additional funds, compliance with these covenants may become difficult and may restrict our ability to pursue certain business initiatives. In addition, these financial covenants may restrict our ability to pursue particular acquisition transactions (for example, acquiring a portfolio of properties that is highly leveraged) and could significantly impact our ability to pursue growth initiatives.

In addition to our existing credit facilities and public indebtedness, we had approximately $565.6 million of mortgage debt outstanding, excluding the impact of unamortized premiums, as of September 30, 2004, having a weighted average interest rate of 7.5% per annum, and $1.1 billion of notes payable with a weighted average interest rate of 6.1% per annum.

Off-Balance Sheet Arrangements

We do not believe that we currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

However, in a few cases, we have made commitments to provide funds to joint ventures under certain circumstances. The liabilities associated with these joint ventures do not show up as liabilities on our consolidated financial statements.

The following is a brief summary of the joint venture obligations that we have as of September 30, 2004, and in which we expect to make additional capital contributions to the joint venture:

• CA New Plan Venture Fund. We, together with a third-party institution investor, have an investment in a joint venture which owned 14 operating retail properties and three retail properties

under redevelopment as of September 30, 2004. Under the terms of this joint venture, we have a 10% interest in the venture, and are responsible for contributing our pro rata share of any capital that might be required by the joint venture, up to a maximum amount of $8.3 million, of which approximately $5.7 million had been contributed by us as of September 30, 2004. We anticipate contributing the remaining $2.6 million during the remainder of 2004 and 2005. The joint venture had loans outstanding of approximately $127.9 million as of September 30, 2004. As of September 30, 2004, the book value of our investment in CA New Plan Venture Fund was approximately $6.8 million.

• NP/I&G Institutional Retail Company, LLC. In November 2003, we formed a strategic joint venture with JPMorgan Fleming Asset Management to acquire high-quality institutional grade community and neighborhood shopping centers on a nationwide basis. The joint venture owned four retail properties as of September 30, 2004. Under the terms of this joint venture, we have a 20% interest in the venture and are responsible for contributing our pro rata share of any capital that might be required by the joint venture, up to a maximum amount of $30.0 million, of which we have contributed approximately $14.6 million as of September 30, 2004. We anticipate contributing the remaining $15.4 million during the remainder of 2004 and 2005. The joint venture had loans outstanding of approximately $80.2 million as of September 30, 2004. As of September 30, 2004, the book value of our investment in NP/I&G Institutional Retail Company, LLC was approximately $9.1 million.

In addition, the following is a brief summary of the other joint venture obligations that we have as of September 30, 2004. Although we have agreed to contribute certain amounts of capital that may be required by these joint ventures, as more fully described below, we do not expect that any significant capital contributions to the following joint ventures will be required.

• Arapahoe Crossings, LP. On September 30, 2003, a U.S. partnership comprised substantially of foreign investors purchased a 70% interest in Arapahoe Crossings, reducing our ownership interest from 100% to 30%. Under the terms of this joint venture, we have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had loans outstanding of approximately $49.4 million as of September 30, 2004. As of September 30, 2004, the book value of our investment in Arapahoe Crossings, LP was approximately $7.0 million.

• Benbrooke Ventures. We have an investment in a joint venture which owns a community shopping center located in Dover, Delaware. Under the terms of this joint venture, we have a 50% interest in the venture; however, we have agreed to contribute 80% of any capital required by the joint venture. As of September 30, 2004, this investment has been included in our consolidated results of operations and our consolidated balance sheet, in accordance with FIN 46. The joint venture had no loans outstanding as of September 30, 2004.

• Preston Ridge. We have investments in various joint ventures that own a community shopping center (The Centre at Preston Ridge) and undeveloped land in Frisco, Texas (BPR West and various other parcels of undeveloped land). As of September 30, 2004, our investment in BPR West has been included in our consolidated results of operations and our consolidated balance sheet, in accordance with FIN 46. As of September 30, 2004, the combined book value of our investment in The Centre Preston Ridge and the other undeveloped land parcels was approximately $5.6 million.

• The Centre at Preston Ridge. Under the terms of this joint venture, we have a 25% interest in a venture that owns The Centre at Preston Ridge. We have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had loans outstanding of approximately $69.5 million as of September 30, 2004.

• BPR West. We have a 50% interest in a joint venture that owns approximately 12.77 acres of undeveloped land in Frisco, Texas. We have agreed to contribute our pro rata share of any

capital that might be required by the joint venture. The joint venture had loans outstanding of approximately $3.3 million, payable to us, as of September 30, 2004.

• Undeveloped Land Parcels. We have a 50% interest in a joint venture that owns approximately 38.6 acres of undeveloped land in Frisco, Texas. We have agreed to contribute our pro rata share of any capital that might be required by the joint venture. The joint venture had no loans outstanding as of September 30, 2004.

Other Funding Obligations

In addition to the joint venture obligations described above, we also had the following contingent contractual obligations as of September 30, 2004, none of which we believe will materially adversely affect us:

• Letters of Credit. We have arranged for the provision of two separate letters of credit in connection with certain property related matters. If these letters of credit are drawn, we will be obligated to reimburse the providing bank for the amount of the draw. As of September 30, 2004, there was no balance outstanding under either letter of credit. If the letters of credit were fully drawn, the combined maximum amount of exposure would be approximately $2.5 million.

• Non-Recourse Debt Guarantees. Under certain of our non-recourse loans and those of our joint ventures, we could, under certain circumstances, be responsible for portions of the mortgage indebtedness in connection with certain customary non-recourse carve-out provisions such as environmental conditions, misuse of funds and material misrepresentations. As of September 30, 2004, we had mortgage loans outstanding of approximately $565.6 million and our joint ventures had mortgage loans outstanding of approximately $327.1 million.

• Leasing Commitments. We have entered into leases, as lessee, in connection with ground leases for shopping centers which we operate, an office building which we sublet, and our administrative office space. Theses leases are accounted for as operating leases. The minimum annual rental commitments for these leases during the next five fiscal years and thereafter are approximately as follows (in thousands):

Year
2004 (remaining three months)	$	332
2005	1,324
2006	771
2007	533
2008	398
Thereafter	12,421

For a discussion of other factors which may adversely affect our liquidity and capital resources, please see the section titled “Risk Factors” in Item I of our Annual Report on Form 10-K for the year ended December 31, 2003.

Inflation

The majority of our leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions contain clauses enabling us 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, we believe that many of our existing lease rates are below current market levels for comparable space and that upon renewal or re-rental such rates may be increased to be consistent with, 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 our leases require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in

costs and operating expenses resulting from inflation. In addition, we periodically evaluate our 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 our floating rate loans.

In the normal course of business, we also face risks that are either non-financial or non-qualitative. Such risks principally include credit risks and legal risks.

Item 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2004, we had approximately $24.9 million of outstanding floating rate mortgages. We also had approximately $268.0 million outstanding under floating rate credit facilities. We do not believe that the interest rate risk represented by our floating rate debt is material as of September 30, 2004, in relation to our $1.9 billion of outstanding total debt, our $3.8 billion of total assets and our $4.8 billion total market capitalization as of that date. In addition, as discussed below, we have converted $115.0 million of fixed rate borrowings to floating rate borrowings through the use of hedging agreements.

As of September 30, 2004, we had entered into ten hedging agreements: three reverse arrears swap agreements and seven forward starting swaps. We had an existing reverse arrears swap agreement, which was entered into during 2002, with a notional amount of $50 million, under which we receive the difference between the fixed rate of the swap, 4.357%, and the floating rate option, which is the six-month LIBOR rate, in arrears. This swap was settled in October 2004. We have also entered into two additional reverse arrears swap agreements that effectively converted the interest rate on $65 million of the debt from a fixed rate to a blended floating rate of 30 basis points over the six-month LIBOR rate. These two swaps will terminate on February 1, 2011.

During the nine months ended September 30, 2004, we entered into seven 10-year forward starting interest rate swap agreements for an aggregate of approximately $200 million in notional amount. Six of these derivative instruments are expected to be used to hedge the risk of changes in interest cash outflows on anticipated fixed rate financings by effectively locking the three-month LIBOR swap rate. The seventh 10-year forward starting interest rate swap, which was entered into on May 19, 2004, is expected to be used to hedge the risk of changes in interest cash outflows on anticipated fixed rate financings by effectively locking the 10-year LIBOR swap rate at 5.765%. The gain or loss on each of the seven forward starting interest rate swap agreements will be deferred in accumulated other comprehensive income and will be amortized into earnings as an increase/decrease in effective interest expense during the same period or periods in which the hedged transaction affects earnings.

Hedging agreements may expose us to the risk that the counterparties to these agreements may not perform, which could increase our exposure to fluctuating interest rates. Generally, the counterparties to hedging agreements that we enter into are major financial institutions. We may borrow additional money with floating interest rates in the future. Increases in interest rates, or the loss of the benefit of existing or future hedging agreements, would increase our expense, which would adversely affect cash flow and our ability to service our debt. Future increases in interest rates will increase our interest expense as compared to the fixed rate debt underlying our hedging agreements and we could be required to make payments to unwind such agreements.

If market rates of interest on our variable rate debt increase by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $4.1 million. If market rates of interest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $4.1 million. This assumes that the amount outstanding under our variable rate debt remains at approximately $407.9 million (including the $115.0 million in various reverse arrears swap agreements), the balance as of September 30, 2004. If market rates of interest increase by 1%, the fair value of our fixed rate debt would decrease by approximately $70.3 million. If market rates of interest decreased by 1%, the fair value of our fixed rate debt would increase by approximately $78.0 million. This assumes that our fixed rate debt remains at $1.6 billion, the balance as of September 30, 2004.

As of September 30, 2004, we had no material exposure to market risk (including foreign currency exchange risk, commodity price risk or equity price risk).

Item 4.

CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as

amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 6.

Exhibits

Exhibits:

10.1	Side Letter Agreement concerning Employment Agreement, dated August 17, 2004, between the Company and Scott MacDonald.

10.2	New Plan Excel Realty Trust, Inc. Deferred Compensation Plan.

12.1	Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.

31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements 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.

Dated: November 4, 2004

	NEW PLAN EXCEL REALTY TRUST, INC.


	By:	/s/ Glenn J. Rufrano
		Glenn J. Rufrano Chief Executive Officer


	By:	/s/ John B. Roche
		John B. Roche Chief Financial Officer