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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended July 31, 1996 OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission File Number 1-8459
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 13-1995781
(State of incorporation) (I.R.S. employer
identification no.)
1120 Avenue of the Americas
New York, NY 10036 (212) 869-3000
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Shares of Beneficial Interest, no par value
(Title of class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.
YES __X___ NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /x/
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $969,828,000 based on the closing price on
the New York Stock Exchange for such stock on September 19, 1995.
The number of shares of the Registrant's Shares of Beneficial Interest
outstanding was 58,069,362 as of September 19, 1996.
Documents Incorporated By Reference
Portions of the 1996 New Plan Realty Trust Proxy Statement to be filed with
the Securities and Exchange Commission within 120 days after the year
covered by this Form 10-K with respect to the Annual Meeting of
Shareholders to be held on December 10, 1996 are incorporated by reference
into Part III.
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<PAGE>
TABLE OF CONTENTS
Item No. Page
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . .1
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . .3
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of Security Holders . . 14
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters . . . . . . . . . . . . . . 14
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . 17
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 18
Item 8. Financial Statements and Supplementary Data . . . . . . 21
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . 21
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 10. Trustees and Executive Officers of the Trust . . . 21
Item 11. Executive Compensation . . . . . . . . . . . . . . 22
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 13. Certain Relationships and Related Transactions . . 22
PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 14. Exhibits, Consolidated Financial Statements,
Consolidated Financial Statement Schedules, and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 23
<PAGE>
PART I
Item I. Business
A. General Development of Business
New Plan Realty Trust ("Registrant" or the "Trust"), a self-
administered and self-managed equity real estate investment trust, was
organized on July 31, 1972 as a business trust under the laws of the
Commonwealth of Massachusetts. The Trust is the successor to the original
registrant (Reg. No. 2-19671), New Plan Realty Corporation, which was
incorporated under the laws of the State of Delaware on December 4, 1961.
(b) Financial Information About Industry Segments
The Trust is in the business of managing, operating, leasing,
acquiring, developing and investing in shopping centers, factory outlet
centers and apartment complexes. See the Consolidated Financial Statements
and Notes thereto included in Item 8 of this Annual Report on Form 10-K for
certain information required by Item 1.
(c) Narrative Description of Business
General
At September 13, 1996, the Trust owned fee, mortgage or leasehold
interests in 115 shopping centers containing an aggregate of approximately
16,085,000 gross rentable square feet, five factory outlet centers
containing approximately 1,561,000 gross rentable square feet and 40
apartment complexes containing 8,183 units, all located in 21 states. The
average occupancy rate at July 31, 1996 for the shopping centers, factory
outlet centers and apartments complexes were approximately 88%, 93% and
93%, respectively.
The Trust is self-administered and self-managed and will not engage or
pay a REIT advisor because the Trust personnel manage and maintain all of
the Trust's properties.
The Trust maintains its executive offices at 1120 Avenue of the
Americas, New York, New York 10036, and its telephone number is (212) 869-
3000.
Acquisition, Financing and Operating Strategies
The Trust's primary investment strategy is to identify and purchase
well-located income-producing shopping centers and apartment complexes at
a discount to replacement cost. The Trust also purchases selected factory
outlet centers. The Trust seeks to achieve income growth and enhance the
cash flow potential of its properties through a program of expansion,
renovation, leasing, re-leasing and improving the tenant mix. The Trust
minimizes development risks by generally purchasing existing income-
producing properties. The Trust regularly reviews its portfolio and from
time to time considers the sale of certain of its properties.
The Trust generally has acquired properties for cash. It is
management's belief that its ability to purchase available properties for
cash enhances its negotiating position in obtaining attractive purchase
prices. In a few instances properties have been acquired subject to
existing non-recourse mortgages. Long-term debt of the Trust at July 31,
1996, consisted of $48.9 million of mortgages bearing interest at rates
ranging from 5.65% to 10.75% having a weighted average interest rate of
8.7% and three issues of unsecured notes $98.8 million, $80.7 million and
$10 million bearing interest at rates of 7.75%, 6.8% and 7.79%
respectively. In August 1996, the Trust issued $59 million of two and
three year unsecured variable interest rate notes. The initial interest
rates were 5.589% and 5.635%, respectively. In October 1996, the Trust
issued $49 million and $25 million of 30-year unsecured senior notes
bearing interest rates of 5.95% and 7.65%, respectively. At the option of
the holder, the $49 million note is repayable at face value on November 2,
1998 and on November 2, 2006. The Trust's short-term debt consists of
normal trade payables and the current portion of mortgages payable. As of
July 31, 1996 the Trust had $19.5 million outstanding under its $100
million line of credit with the Bank of New York, Corestates Bank N.A. and
Fleet National Bank. In August 1996, the Trust repaid the July 31, 1996
outstanding balance on the credit facility.
Virtually all operating and administrative functions, such as leasing,
data processing, finance, accounting, construction and legal, are centrally
managed at the Trust's headquarters. In addition, the Trust maintains 15
regional offices located near its various properties. On-site functions
such as security, maintenance, landscaping, sweeping, plumbing, electrical
and other similar activities are either performed by the Trust or
subcontracted. The cost of these functions are passed through to tenants
to the extent permitted by the respective leases.
Developments During the 1996 Fiscal Year
In the fiscal year ended July 31, 1996, the Trust acquired 10 shopping
centers containing an aggregate of approximately 2.0 million gross rentable
square feet and 11 apartment complexes containing 2,169 units. The newly
acquired properties are located in Alabama, Georgia, Indiana, Michigan,
Missouri, New Jersey, New York, Ohio, Pennsylvania, South Carolina and
Tennessee. The aggregate purchase price for all of the properties,
including assumed mortgages, was approximately $202 million.
Subsequent to July 31, 1996 the Trust purchased 5 apartment complexes
containing 885 units. The newly acquired properties are located in
Kentucky, Ohio and Tennessee. The aggregate purchase price for the
properties was approximately $25.6 million.
Gross revenues, net income and funds from operations of the Trust for
the fiscal year ended July 31, 1996 were the largest in the Trust's
history. Funds from operations, defined as net income plus depreciation
and amortization of real estate less gains from asset sales, was
approximately $90.1 million ($1.60 per share).
Competition
The success of the Trust depends, among other factors, upon the trends
of the economy, including interest rates, construction costs, income tax
laws, increases or decreases in operating expenses, governmental
regulations and legislation, including environmental requirements, real
estate fluctuations, retailing trends, population trends, zoning laws, the
financial condition and stability of tenants, the availability of financing
and capital on satisfactory terms and the ability of the Trust to compete
with others for tenants and keep its properties leased at profitable
levels. The Trust competes for properties with an indeterminate number of
investors, including domestic and foreign corporations and financial
institutions, and other real estate investment trusts, life insurance
companies, pension funds and trust funds.
Adverse changes in general or local economic conditions could result
in the inability of some existing tenants of the Trust to meet their lease
obligations and could otherwise adversely affect the Trust's ability to
attract or retain tenants. Management believes, however, that the Trust's
financial strength and operating practices, particularly its ability to
implement renovation, expansion and leasing programs will enable it to
maintain and increase rental income from its properties.
Employees
As of September 13, 1996, the Trust employed approximately 467
individuals, including executive, administrative and field personnel. The
Trust considers its relations with its personnel to be good.
Qualification as a Real Estate Investment Trust
The Trust presently meets the qualification requirements of a real
estate investment trust under Sections 856-58 of the Internal Revenue Code
of 1986, as amended (the "Code"). If, as the Trust contemplates, such
qualification continues, the Trust will not be taxed on its real estate
investment trust taxable income, at least 95% of which will be distributed
to shareholders. See Item 5 below.
Item 2. Properties
The location, general character and primary occupancy information with
respect to Registrant's properties as of July 31, 1996 (including
acquisitions through September 13, 1996) are set forth on the Summary of
Properties Schedule on the pages immediately following.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1996
(Includes acquisitions through September 13, 1996)
Description
Property |----------------------| Type of Percent
- ------------------------- Units Acres Interest Rented
Apartments ----- ------- -------- --------
- -------------------------
<S> <C> <C> <C> <C>
BRECKENRIDGE APARTMENTS 120 7 Fee 98
BIRMINGHAM AL
DEVONSHIRE PLACE 284 16 Fee 95
BIRMINGHAM AL
COURTS AT WILDWOOD 220 22 Fee 99
BIRMINGHAM AL
CLUB APARTMENTS, THE 297 23 Fee 90
BIRMINGHAM AL
PLANTATION APARTMENTS 120 6 Fee 95
MOBILE AL
MAISON DE VILLE APTS 347 20 Fee 99
MOBILE AL
MAISON IMPERIAL APTS 56 6 Fee 98
MOBILE AL
RODNEY APARTMENTS 207 11 Fee 91
DOVER DE
MAYFAIR APARTMENTS 96 7 Fee 95
DOVER DE
LAKE PARK APARTMENTS 227 10 Fee 85
LAKE PARK FL
CAMBRIDGE APARTMENTS 180 12 Fee 98
ATHENS GA
TARA APARTMENTS 240 19 Fee 83
ATHENS GA
HAWTHORNE HEIGHTS APTS 241 15 Fee 93
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 125 8 Fee 72
LEXINGTON KY
SADDLEBROOK APARTMENTS 455 20 Fee 81
LEXINGTON KY
POPLAR LEVEL APARTMENTS 88 3 Fee 97
LOUISVILLE KY
LA FONTENAY APARTMENTS 248 17 Fee 99
LOUISVILLE KY
CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 98
LOUISVILLE KY
RIVERCHASE APARTMENTS 203 5 Fee(1) 91
NEWPORT KY
DEERHORN VILLAGE APARTMENTS 309 36 Fee 96
KANSAS CITY MO
MEADOW EAST APARTMENTS 100 15 Fee 87
POTSDAM NY
MOHAWK GARDEN APARTMENTS 208 12 Fee 86
ROME NY
GOLDCREST APARTMENTS 173 9 Fee(1) 93
CINCINNATI OH
CAMBRIDGE PARK APTS 196 14 Fee(1) 89
CINCINNATI OH
ARLINGTON VILLAGE APARTMENTS 164 10 Fee 93
FAIRBORN OH
CHESTERFIELD APARTMENTS 104 9 Fee 96
MAUMEE OH
GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 95
HARRISBURG PA
HARBOUR LANDING APARTMENTS 208 15 Fee 85
COLUMBIA SC
SEDGEFIELD APARTMENTS 280 19 Fee 93
FLORENCE SC
TURTLE CREEK APARTMENTS 152 13 Fee 96
GREENVILLE SC
HICKORY LAKE APARTMENTS 322 26 Fee 97
ANTIOCH TN
ASHFORD PLACE APARTMENTS 268 16 Fee 99
CLARKSVILLE TN
THE PINES APARTMENTS 224 11 Fee 98
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 170 11 Fee 99
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 240 11 Fee 99
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 92 9 Fee(1) 96
EAST RIDGE TN
MILLER CREST APARTMENTS 121 16 Fee 100
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 192 32 Fee 100
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 312 27 Fee 97
NASHVILLE TN
WOODBRIDGE APARTMENTS 220 19 Fee(1) 93
NASHVILLE TN
/TABLE
<PAGE>
<TABLE> NEW PLAN REALTY TRUST AND SUBSIDIARIES
<CAPTION> Summary of Properties
At July 31, 1996
(Includes acquisitions through September 13, 1996)
Description Number
Property |---------------------------| Type of of Percent
- --------------------- Sq. Ft. Acres Interest Tenants Rented
Factory Outlets --------- -------- ---------- ------- -------
- ---------------------
<S> <C> <C> <C> <C> <C>
BARSTOW FACTORY OUTLET 333,000 49 Fee 92 97
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 335,000 32 Fee 94 95
AUGUSTINE FL
BRANSON FACTORY OUTLET 317,000 39 Fee and 92 96
BRANSON MO Leasehold
OSAGE FACTORY OUTLET VILLAGE 400,000 147 Fee 113 99
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 176,000 55 Fee 34 65
MAX MEADOWS VA
Development
- --------------------
SIX FLAGS FACTORY OUTLET CENTER
JACKSON TOWNSHIP NJ 55 Fee
Miscellaneous
- ---------------------
PIZZA HUT - PAD 4,000 1 Fee 1 100
GREENVILLE NC
PIZZA HUT - PAD 3,000 Leasehold 1 100
HARRISONBURG VA
Mortgages Receivable
- ---------------------
SHOPPING CENTER - NEW BERN 99,000 17 $750,000
NEW BERN NC First
Mortgage
1 NORTH CENTRAL AVENUE 15,000 1 $500,000
HARTSDALE NY Second
Mortgage
NEWDON PLAZA 105,000 10 $10,350,000
NEW CITY NY First
Mortgage
WHITESTOWN PLAZA 83,000 11 $4,610,000
WHITESBORO NY First
Mortgage
LAUREL MALL 333,000 57 $5,420,000
CONNELLSVILLE PA First
Mortgage
SHOPPING CENTER - HARRISONBURG 119,000 10 $794,500
HARRISONBURG VA First
Mortgage
INSTITUTE FOR DEFENSE ANALYSES 51,000 8 Leasehold(C) 1 100
PRINCETON NJ<PAGE>
Property
- -------------
Shopping Centers
- -----------------
CLOVERDALE VILLAGE 59,000 6 Fee 6 100
FLORENCE AL
RODNEY VILLAGE 216,000 15 Fee 23 74
DOVER DE
DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 1 100
DOVER DE
ALBANY PLAZA 114,000 7 Fee 11 95
ALBANY GA
SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 6 83
ALBANY GA
PERLIS PLAZA 166,000 20 Fee 29 98
AMERICUS GA
EASTGATE PLAZA - AMERICUS 44,000 4 Fee 7 100
AMERICUS GA
ROGERS PLAZA 50,000 5 Fee 5 66
ASHBURN GA
SWEETWATER VILLAGE 66,000 7 Fee 10 91
AUSTELL GA
CEDARTOWN SHOPPING CENTER 107,000 14 Fee 11 98
CEDARTOWN GA
CEDAR PLAZA 83,000 9 Fee 10 100
CEDARTOWN GA
CORDELE SQUARE 131,000 11 Fee 15 89
CORDELE GA
SOUTHGATE PLAZA - CORDELE 39,000 3 Fee 3 50
CORDELE GA
MR B'S 14,000 1 Fee 4 32
CORDELE GA
HABERSHAM VILLAGE 147,000 18 Fee 11 97
CORNELIA GA
WESTGATE - DUBLIN 191,000 35 Fee 19 78
DUBLIN GA
VICTORY SQUARE 165,000 35 Fee 17 90
SAVANNAH GA
TIFT-TOWN 61,000 4 Fee 9 60
TIFTON GA
WESTGATE - TIFTON 16,000 2 Fee 4 92
TIFTON GA
HAYMARKET SQUARE 267,000 28 Fee 22 95
DES MOINES IA
HAYMARKET MALL 234,000 22 Fee 11 89
DES MOINES IA
TINLEY PARK PLAZA 283,000 21 Fee 27 95
TINLEY PARK IL
COLUMBUS CENTER 272,000 24 Fee 26 100
COLUMBUS IN
JASPER MANOR 194,000 26 Fee 11 97
JASPER IN
TOWN FAIR SHOPPING CENTER 114,000 16 Fee 7 100
PRINCETON IN
WABASH CROSSING 167,000 18 Fee 9 96
WABASH IN
JACKSON VILLAGE 145,000 48 Fee 11 72
JACKSON KY
J*TOWN CENTER 187,000 17 Fee 22 64
JEFFERSONTOWN KY
NEW LOUISA PLAZA 111,000 20 Fee 12 92
LOUISA KY
PICCADILLY SQUARE 96,000 13 Fee 12 74
LOUISVILLE KY
EASTGATE SHOPPING CENTER 145,000 18 Fee 26 96
MIDDLETOWN KY
LIBERTY PLAZA 215,000 26 Fee 30 87
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 110,000 16 Fee 0 0
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 281,000 32 Fee 19 89
ANN ARBOR MI
FARMINGTON CROSSROADS 84,000 8 Fee 12 93
FARMINGTON MI
DELTA CENTER 174,000 16 Fee 19 90
LANSING MI
HAMPTON VILLAGE CENTRE 460,000 79 Fee and 53 99
ROCHESTER HILLS MI Leasehold
FASHION CORNERS 189,000 15 Fee and 18 77
SAGINAW MI Leasehold
HALL ROAD CROSSING 176,000 27 Fee 15 95
SHELBY MI
WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 9 87
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 1 100
GOLDSBORO NC
SHOPPING CENTER - LUMBERTON 107,000 17 Fee 1 4
LUMBERTON NC
SHOPPING CENTER - WILSON 105,000 17 Fee 1 76
WILSON NC
LAUREL SQUARE 246,000 35 Fee 25 95
BRICKTOWN NJ
HAMILTON PLAZA 149,000 18 Fee 9 99
HAMILTON NJ
BENNETTS MILLS PLAZA 102,000 13 Fee 26 99
JACKSON NJ
MIDDLETOWN PLAZA 123,000 19 Fee 20 75
MIDDLETOWN NJ
UNIVERSITY MALL 78,000 25 Fee 7 73
CANTON NY
CORTLANDVILLE 100,000 13 Fee 3 95
CORTLAND NY
KMART PLAZA 116,000 11 Fee 4 100
DEWITT NY
D & F PLAZA 192,000 30 Fee 18 52
DUNKIRK NY
SHOPPING CENTER - ELMIRA 54,000 5 Fee 1 100
ELMIRA NY
PYRAMID MALL 233,000 37 Fee 7 82
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 1 33
GLOVERSVILLE NY
MCKINLEY PLAZA 93,000 20 Fee 12 100
HAMBURG NY
CAYUGA PLAZA 207,000 22 Fee 11 94
ITHACA NY
SHOPS @ SENECA MALL 238,000 30 Fee 11 74
LIVERPOOL NY
TRANSIT ROAD PLAZA 138,000 15 Fee 3 100
LOCKPORT NY
SHOPPING CENTER - MARCY 123,000 21 Fee 1 100
MARCY NY
WALLKILL PLAZA 203,000 24 Fee 19 86
MIDDLETOWN NY
ROCKLAND PLAZA 260,000 28 Fee 35 96
NANUET NY
SOUTH PLAZA 144,000 36 Fee 12 90
NORWICH NY
WESTGATE PLAZA - ONEONTA 72,000 11 Fee 4 100
ONEONTA NY
OSWEGO PLAZA 128,000 20 Fee 14 78
OSWEGO NY
MOHAWK ACRES 107,000 13 Fee 18 70
ROME NY
MONTGOMERY WARD 84,000 7 Fee 1 100
ROME NY
PRICE CHOPPER PLAZA 78,000 6 Fee 3 100
ROME NY
WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 10 62
ROME NY
NORTHLAND 123,000 23 Fee 12 90
WATERTOWN NY
HARBOR PLAZA 52,000 7 Fee 7 78
ASHTABULA OH
BELPRE PLAZA 89,000 8 Leasehold 10 52
BELPRE OH
SOUTHWOOD PLAZA 83,000 44 Fee 9 81
BOWLING GREEN OH
BRENTWOOD PLAZA 235,000 20 Fee 26 90
CINCINNATI OH
DELHI SHOPPING CENTER 166,000 15 Fee 26 96
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 139,000 13 Fee 14 97
CINCINNATI OH
SOUTH TOWNE CENTRE 309,000 29 Fee 27 95
DAYTON OH
HERITAGE SQUARE 232,000 29 Fee 17 90
DOVER OH
MIDWAY CROSSING 139,000 15 Fee 17 100
ELYRIA OH
FAIRFIELD MALL 74,000 9 Fee 6 90
FAIRFIELD OH
SILVER BRIDGE PLAZA 146,000 20 Fee 17 97
GALLIPOLIS OH
SHOPPING CENTER - GENOA 17,000 2 Fee 5 100
GENOA OH
PARKWAY PLAZA 141,000 12 Fee 16 70
MAUMEE OH
NEW BOSTON SHOPPING CENTER 234,000 22 Fee 16 99
NEW BOSTON OH
MARKET PLACE 169,000 18 Fee 14 95
PIQUA OH
CENTRAL AVE MARKET PLACE 157,000 18 Fee 5 100
TOLEDO OH
SHOPPING CENTER - ANNVILLE 83,000 15 Fee 0 0
ANNVILLE PA
SHOPPING CENTER - HANOVER 87,000 12 Fee 1 4
HANOVER PA
STONEMILL PLAZA 95,000 21 Fee 23 100
LANCASTER PA
CROSSROADS PLAZA 105,000 14 Fee 12 96
MT. PLEASANT PA
STRAWBRIDGE'S 313,000 Fee (B) 1 100
PHILADELPHIA PA
ROOSEVELT MALL NE 250,000 36 Leasehold (A) 61 95
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 112,000 9 Fee 18 98
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 36,000 (B) Fee 11 93
PHILADELPHIA PA
ST MARY'S PLAZA 108,000 11 Fee 16 99
ST MARY'S PA
NORTHLAND CENTER 94,000 15 Fee and 20 94
STATE COLLEGE PA Leasehold
SHOPS AT PROSPECT 63,000 9 Fee 8 96
WEST HEMPFIELD PA
YORK MARKETPLACE 256,000 34 Fee and 18 99
YORK PA Leasehold
CONGRESS CROSSING 172,000 39 Fee 21 98
ATHENS TN
GREENEVILLE COMMONS 223,000 26 Fee 25 99
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 161,000 18 Leasehold 17 94
KINGSPORT TN
GEORGETOWN SQUARE 104,000 11 Fee 25 96
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 82,000 10 Fee 0 0
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 25 97
MECHANICSVILLE VA
VICTORIAN SQUARE 271,000 34 Fee 32 97
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 1 100
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 177,000 30 Fee 16 90
WISE VA
MOUNDSVILLE PLAZA 170,000 29 Fee 15 69
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 75,000 7 Leasehold 6 93
PARKERSBURG WV
KMART PLAZA 102,000 14 Fee 9 96
VIENNA WV
(A) Lease expires July 1, 2064.
(B) The acreage of this property has been included in the acreage of the Roosevelt Mall NE shopping center.
(C) The lease and the operating sublease expire on April 18, 2012.
(1) Property purchased after July 31, 1996.
/TABLE
<PAGE>
Item 3. Legal Proceedings
The Trust is not presently involved in any material litigation
nor, to its knowledge, is any material litigation threatened against the
Trust or its properties, other than routine litigation arising in the
ordinary course of business or which is expected to be covered by the
Trust's liability insurance.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters
(a) Market Information
The following table shows the high and low sales price for the Trust's
shares on the New York Stock Exchange, and, prior to June 12, 1986, on the
American Stock Exchange, and cash distributions paid for the periods
indicated. Figures are adjusted to give effect to a 2-for-1 stock split on
February 1, 1983 and a 3-for-2 stock split on April 1, 1986.<PAGE>
Fiscal Year Ended Cash Distributions
July 31, High Low Paid per Share
- ----------------- ---- ------ ------------------
1983 $ 9.50 $ 4.96 $ .51
1984 8.50 7.25 .57
1985 11.92 7.50 .65
1986 14.50 10.00 .73
1987 18.38 13.00 .81
1988 17.63 10.75 .89
1989 17.88 14.38 .97
1990 19.13 14.88 1.05
1991 21.25 13.75 1.13
1992 25.00 19.63 1.21
1993 26.38 21.50 1.275
1994 26.38 20.38 1.315
1995
First Quarter 22.25 19.75 .335
Second Quarter 21.00 18.75 .3375
Third Quarter 21.75 20.25 .34
Fourth Quarter 22.63 20.88 .3425
------
TOTAL 1.355
1996
First Quarter 23.00 21.13 .345
Second Quarter 22.13 20.75 .3475
Third Quarter 22.13 20.00 .35
Fourth Quarter 21.75 19.88 .3525
------
TOTAL 1.395
(b) Holders
The approximate number of record holders of the Trust's shares of
beneficial interest, no par value ("Shares") (the only class of common
equity), at September 13, 1996 was 13,072.
(c) Distributions
The Trust made distributions to shareholders aggregating $1.395 per
share during the fiscal year ended July 31, 1996. Of this distribution, it
is estimated that $1.268 will qualify as ordinary income, $.007 will
qualify as capital gain distribution and $.120 will qualify as a return of
capital.
The Trust has paid regular and uninterrupted cash distributions on its
Shares since it commenced operations as a real estate investment trust in
1972. Since inception, each dividend has either been equal to or greater
than the dividend preceding it, and the dividends have been increased in
each of the last 69 consecutive quarters.
The Trust intends to continue to declare quarterly distributions on
its Shares. However, no assurances can be made as to the amounts of future
distributions since such distributions are subject to the Trust's cash flow
from operations, earnings, financial condition, capital requirements and
such other factors as the Board of Trustees deems relevant. The principal
factor in the determination of the amounts of distributions is the
requirement of the Internal Revenue Code of 1986, as amended, that a real
estate investment trust must distribute at least 95% of its real estate
investment trust taxable income. The amount of cash available for
distribution is impacted by capital expenditures to the extent the Trust
were to fund such expenditures out of cash from operations.
The Trust has a Dividend Reinvestment and Share Purchase Plan (the
"Plan") which allows shareholders to acquire additional Shares by
automatically reinvesting distributions. Shares are acquired pursuant to
the Plan at a price equal to 95% of the market price of such Shares,
without payment of any brokerage commission or service charge. The Plan
also allows shareholders to purchase additional Shares on the dividend
payment date, at 100% of the average of the high and low sales price of
such Shares during the period beginning 30 days prior to, and ending 5
business days prior to, the first business days of January, April, July and
October of each year without payment of any brokerage commission or service
charge by making optional cash payments. At present, approximately 68% of
the Trust's shareholders of record participate in the Plan, including
members of the Newman family and executive officers and trustees of the
Trust.<PAGE>
Item 6. Selected Financial Data
The financial data included in this table have been selected by
the Trust and have been derived from the consolidated financial statements
for those years, found under item 14(a) of this Form 10-K.
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Year Ended July 31,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Revenue $167,605,981 $130,576,129 $100,954,515 $76,308,770 $64,692,214
Operating
expenses 94,867,530 65,572,225 46,913,963 31,400,256 22,740,759
---------- ---------- ---------- ---------- ----------
72,738,451 65,003,904 54,040,552 44,908,514 41,951,455
Gains on sales
of properties and
securities, net 398,498 227,638 989,867 939,878 10,063,729
----------- ----------- ---------- ---------- ----------
73,136,949 65,231,542 55,030,419 45,848,392 52,015,184
Other
deductions 2,616,138 2,515,669 2,713,163 2,619,754 2,569,531
---------- ---------- ---------- ---------- ----------
Net income $ 70,520,811 $62,715,873 $52,317,256 $43,228,638 $49,445,653
============ =========== =========== =========== ===========
Total assets $945,393,725 $796,636,475 $616,992,574 $534,247,738 $530,827,411
------------ ------------ ------------ ------------ ------------
Long term
obligations $238,426,049 $206,652,468 $28,060,067 $23,321,235 $17,830,701
------------ ----------- ----------- ----------- -----------
Net income
per share $ 1.25 $ 1.19 $ 1.06 $ .89 $ 1.08
------------ ------------ ----------- ----------- -----------
Distributions
per share $ 1.395 $ 1.355 $ 1.315 $ 1.275 $ 1.21
------------ ------------ ----------- ----------- -----------
Funds from
operations
per share1 $ 1.60 $ 1.47 $ 1.27 $ 1.02 $ .97
------------ ------------ ----------- ------------ -----------
_____________________________
1 Calculation includes net income plus depreciation and amortization of real estate less gains from sales of securities and
properties.
/TABLE
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity and Capital Resources
At July 31, 1996, the Trust had approximately $4.3 million in
available cash and cash equivalents, $2.1 million in marketable securities
and $23.6 million in mortgages receivable. These assets total $30 million.
During the fiscal year, the Trust issued approximately 4.1 million
Shares, raising $81.2 million. The Trust also issued $10 million of 30
year notes through its medium term note program. The proceeds from these
offerings and from the Trust's $100 million revolving credit facility are
being used to fund the Trust's ongoing acquisition program. In August
1996, the Trust issued $59 million of two and three year variable rate
notes and repaid the balance outstanding under the revolving credit
facility. In October 1996, the Trust issued $49 million and $25 million of
30-year unsecured senior notes bearing interest rates of 5.95% and 7.65%,
resepctively. At the option of the holder, the $49 million note is
repayable at face value on November 2, 1998 and on November 2, 2006. The
revolving credit facility, which expires on November 8, 1996 is currently
being renegotiated.
Gross revenues, net income and funds from operations during fiscal
1996 were the largest in the Trust's history.
Debt at July 31, 1996 consisted of approximately $48.9 million of
mortgages payable with a weighted average interest cost of 8.7% and
unsecured notes of $98.8 million, $80.7 million and $10 million bearing
interest at rates of 7.75%, 6.8% and 7.97%, respectively.
The increase in mortgages payable was the net result of the assumption
of $32.5 million of mortgages in connection with the purchase of five
properties and the repayment of $10.5 million of existing mortgages. The
increase in other liabilities is due to increases in real estate and other
taxes, interest, acquisition costs and accounts payable. These increases
are primarily due to a larger property portfolio and normal increases in
such items. Short term debt consists of normal trade payables and the
current portion of mortgages payable.
During the fiscal year $15.1 million of funds was provided from the
Dividend Reinvestment and Share Purchase Plan. This is an increase of $1.7
million over the fiscal 1995 amount. During fiscal 1996, the Trust made
distributions of $79.0 million to shareholders, paid $169 million to
acquire 21 properties and invested $17 million in expansions of and
improvements to properties.
Other sources of funds are available to the Trust. Based on
management's internal valuation of the Trust's properties, including 142
properties which are free and clear of mortgages, the estimated value is
considerably in excess of the outstanding mortgage indebtedness totaling
$48.9 million. Accordingly, management believes that substantial potential
exists for additional mortgage financing as well as unsecured borrowing
capacity from public debt financing, banks and other lenders.
(b) Results of Operations
Fiscal Year Ended July 31, 1996 Compared to Fiscal Year Ended July 31,
1995
In fiscal 1996, total revenues increased $37 million to $167.6
million. Rental income and related revenues increased $36.4 million to
$162.8 million. The rental revenue increase came primarily from properties
in the portfolio which were acquired in fiscal 1996 or were owned for less
than a full year in fiscal 1995. In addition, revenue from all property
categories, apartments, factory outlets and shopping centers owned prior to
fiscal 1995 contributed to the rental revenue increase.
Interest and dividend income increased $.7 million due to higher
average investment balances.
Operating expenses increased $39.3 million to $94.9 million.
Operating costs, real estate and other taxes, and depreciation and
amortization increased primarily because of property acquisitions.
Interest expense increased $10.4 million to $17.6 million due to a higher
level of outstanding debt during fiscal 1996. The increase in the
provision for doubtful accounts reflects a much larger revenue base and a
higher level of receivables. Administrative expenses as a percent of
revenue declined to 1.6% from 1.9%. This was due to increased revenue from
newly acquired properties. These costs do not increase in direct
proportion to revenue due to economies of scale.
Income before gain/(loss) on the sale of properties and securities
increased $7.6 million to $70.1 million. During fiscal 1996, a shopping
center in Chinoe, Kentucky and two former Nichols stores in Harrisonburg,
Virginia and New Bern, North Carolina were sold for a net gain of $.5
million. The $.1 million loss on the sale of securities was due to bonds
being called which had been issued at a premium.
Net income increased $7.8 million to $70.5 million and earnings per
share increased to $1.25 per share from $1.19 per share.
Funds from operations, defined as net income plus depreciation and
amortization of real estate less net gains from the sale of assets,
increased $12.6 million to $90.1 million, and funds from operations per
share increased to $1.60 from $1.47. Funds from operations do not
necessarily represent cash generated from operating activities in
accordance with generally accepted accounting principles and should not be
considered as an alternative to net income as an indicator of the Trust's
operating performance or as an alternative to cash flow as a measure of
liquidity.
During fiscal 1996, distributions declared and paid were $1.395 per
share, a $.04 per share increase over the preceding year. The most recent
distributions declaration in August 1996 was $.3550 per share which is an
annualized rate of $1.42 per share.
Fiscal Year Ended July 31, 1995 Compared to Fiscal Year Ended July 31,
1994
In fiscal 1995, total revenues increased $29.6 million to $130.6
million. Rental income and related revenues increased $30 million to
$126.4 million. The rental revenue increase came primarily from properties
in the portfolio which were acquired in fiscal 1995 or were owned for less
than a full year in fiscal 1994. In addition, increased revenue from all
property types owned prior to fiscal 1994 contributed to the rental revenue
increase.
Interest and dividend income decreased $.4 million because of lower
investment balances. Balances were lower because funds were used for
property acquisitions and expansions.
Operating expenses increased $18.7 million to $65.6 million.
Operating costs, real estate taxes and depreciation and amortization
increased primarily because of property acquisitions. Interest expense
increased because of the issuance of $181 million face amount of Senior
Notes. The decrease in the provision for doubtful accounts was mostly due
to higher recoveries in fiscal 1995. In fiscal 1995 the Trust had bad debt
recoveries of $501,000 versus $261,000 in fiscal 1994. Administrative
expenses as a percentage of revenue decreased to 1.9% from 2.67%. This was
due primarily to increased revenue from newly acquired properties. These
costs do not vary in proportion to revenue.
Income before gains on sales of properties and securities increased
$11.2 million to $62.5 million. During the year, a very small shopping
center in Millersberg, Ohio and an outparcel at the New Bern, North
Carolina shopping center were sold. Net income increased $10.4 million to
$62.7 million and earnings per share increased to $1.19 from $1.06.
Funds from operations, defined as net income plus depreciation and
amortization of real estate less gains from the sale of assets, increased
$14.9 million to $77.5 million, and funds from operations per share
increased to $1.47 from $1.27. Funds from operations do not represent cash
generated from operating activities in accordance with generally accepted
accounting principles and should not be considered as an alternative to net
income as an indicator of the Trust's operating performance or as an
alternative to cash flow as a measure of liquidity.
During fiscal 1995 distributions declared and paid were $1.355 per
share, a $.04 per share increase over the preceding fiscal year.
Fiscal Year Ended July 31, 1994 Compared to Fiscal Year Ended July 31,
1993
In fiscal 1994, total revenues increased $24.7 million to $101
million. Rental income and related revenues increased $31.1 million to
$96.4 million. The rental income increase came from properties in the
portfolio which were acquired in fiscal 1994 or were owned for less than a
full year in 1993, as well as from properties owned prior to fiscal 1993.
Interest and dividend income declined $6.4 million because of lower
investment balances. Balances were lower because of the use of funds for
property acquisitions.
Operating expenses increased $15.5 million to $46.9 million.
Operating costs, real estate taxes and depreciation and amortization
increased primarily because of property acquisitions. Interest expense
increased because of higher outstanding mortgage payable balances and the
use of the Trust's unsecured credit facility. The increase in the
provision for doubtful accounts was mostly due to recoveries in fiscal 1993
which did not recur in fiscal 1994. In fiscal 1993 the Trust had bad debt
recoveries of $651,000 versus $261,000 in fiscal 1994. Administrative
expenses increased due to higher personnel and travel costs associated with
the Trust's larger property portfolio.
Income before gains on sales of properties and securities increased $9
million to $51.3 million. During the year, a substantial portion of the
Greenville Shopping Center, located in Greenville, North Carolina, was
sold. Net income increased $9.1 million to $52.3 million and earnings per
share increased to $1.06 from $.89.
During fiscal 1994 distributions declared and paid were $1.315 per
share, a $.04 per share increase over the preceding fiscal year.
Item 8. Financial Statements and Supplementary Data
The response to this item is included in a separate section at the end
of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Trustees and Executive Officers of the Trust
Item 10 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant to
Regulation 14A not later than 120 days after the close of the fiscal year.
Executive Officers of the Trust
The executive officers of the Trust and their principal occupations
are as follows:
Name Age
William Newman 70 Chairman of the Board and Chief
Chairman of the Board of Executive Officer of the Trust since its
Trustees and Chief Executive organization in 1972; President of the
Officer Trust from 1972 to 1988; President of
the Trust's corporate predecessor from
1962 to 1972; formerly Chairman of
National Association of Real Estate
Investment Trusts; active in real estate
for more than 40 years.
Arnold Laubich 66 President and Chief Operating Officer
President, Chief Operating and Trustee of the Trust since August 1,
Officer and Trustee 1988; President of Dover Management
Corp. (which managed the Trust's
properties) from 1972 to 1988; Senior
Vice President of the Trust's
predecessor from 1962 to 1972.
James M. Steuterman 40 Executive Vice President since October
Executive Vice President and 1994; Trustee since 1990; Senior Vice
Trustee President from 1990 to 1994; Vice
President from 1988 to 1990.
Dean Bernstein 38 Vice President - Administration and
Vice President - and Finance since October 1994; Vice
Administration President and Trustee since 1992;
Assistant Vice President from 1991 to
1992; previously a Vice President in the
Real Estate Group at Chemical Bank for
three years.
William Kirshenbaum 60 Vice President of the Trust since 1981;
Vice President, Treasurer Treasurer since 1983.
Leonard N. Cancell 63 Senior Vice President of the Trust since
Senior Vice President - August 1, 1988; Senior Vice President of
Operations Dover Management from 1972 to 1988;
employee of the Trust's predecessor from
1964 to 1972.
Michael J. Brown 54 Chief Financial Officer since 1991;
Chief Financial Officer Controller of the Trust since 1987.
Controller
Irwin E. Kwartler 69 Vice President of the Trust since 1982;
Vice President previously, National Sales Manager,
Kimball Division of Litton Industries.
Steven F. Siegel 36 General Counsel and Secretary of the
General Counsel and Trust since October 1991; formerly an
Secretary associate in the law firm of Miro, Miro
& Weiner for six years.
Joseph Bosco 47 Vice President of the Trust since 1993;
Vice President-Apartment employee of the Trust since 1983.
Operations
James DeCicco 50 Vice President of the Trust since 1992;
Senior Vice President employee of the Trust since 1991.
- -- Leasing
Item 11. Executive Compensation
Item 11 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A not later than 120 days after the close of the fiscal
year.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 12 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A no later than 120 days after the close of the fiscal
year.
Item 13. Certain Relationships and Related Transactions
Item 13 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A not later than 120 days after the close of the fiscal
year.<PAGE>
PART IV
Item 14. Exhibits, Consolidated Financial Statements, Consolidated
Financial Statement Schedules, and Reports on Form 8-K
(a) Consolidated Financial Statements. The following documents
are filed as a part of
this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
(b) Reports on Form 8-K.
1. Form 8-K dated March 25, 1996. This report contained item
5 of Form 8-K.
2. Form 8-K dated May 24, 1996. This report contained item 5
of Form 8-K.
3. Form 8-K dated June 5, 1996. This report contained items
5 and 7 of Form 8-K.
(c) Exhibits. The following exhibits are filed as exhibits to
this report:
*3.1 Amended and Restated Declaration of Trust of New Plan
Realty Trust filed as Exhibit 99.3 to the Registrant's
Form 8-K dated May 24, 1996.
*9.1 Agreement dated February 26, 1979 among William Newman,
Joseph Newman and Melvin Newman filed as Exhibit 9 to
Registration Statement No. 2-63669.
*9.2 Purchase Agreement dated December 18, 1990 between New
Plan Realty Trust and Beleggingsmaatschappij Midas B.V.
filed as Exhibit 9.5 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1994.
*9.3 Termination of Purchase Agreement dated December 17, 1981
between New Plan Realty Trust and Merchant Navy Officers
Pension Fund Trustees Limited filed as Exhibit 9.6 to the
Registrant's Form 10-K for the fiscal year ended July 31,
1995.
*10.1 Revolving Credit Agreement by and among New Plan Realty
Trust, the Lenders party thereto and The Bank of New York,
as agent, dated as of December 30, 1993 filed as Exhibit
10.2 to the Registrant's Form 10-K for the fiscal year
ended July 31, 1994.
*10.2 Amendment No. 1 to Revolving Credit Agreement by and among
New Plan Realty Trust, the Lenders party thereto and The
Bank of New York, as agent, dated as of December 30, 1993
filed as Exhibit 10.3 to the Registrant's Form 10-K for
the fiscal year ended July 31, 1994.
*10.3 Extension request and Consent by and among New Plan Realty
Trust, the Lenders party to the Revolving Credit Agreement
and The Bank of New York, as agent, dated as of December
1, 1994 filed as Exhibit 10.4 to the Registrant's Form 10-
K for the fiscal year ended July 31, 1995.
*10.4 Amendment No. 2 to Revolving Credit Agreement by and among
New Plan Realty Trust, the Lenders party thereto and The
Bank of New York, as agent, dated as of July 20, 1995
filed as Exhibit 10.5 to the Registrant's Form 10-K for
the fiscal year ended July 31, 1995.
*10.5 Senior Securities Indenture between New Plan Realty Trust
and The First National Bank of Boston, as Trustee, dated
as of March 29, 1995 filed as Exhibit 4.2 to Registration
Statement No. 33-60045.
*10.6 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7
to the Registrant's Form 10-K for the fiscal year ended
July 31, 1995.
*10.7 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to
the Registrant's Form 10-K for the fiscal year ended July
31, 1995.
*10.8 Distribution Agreement dated May 24, 1996 by and among
New Plan Realty Trust, Lehman Brothers, Lehman Brothers,
Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated and
Smith Barney, Inc., filed as Exhibit 1 to the Registrant's
Form 8-K dated May 24, 1996.
*10.9 Form of Medium Term Note (Fixed Rate) filed as Exhibit
99.1 to the Registrant's Form 8-K dated May 24, 1996.
*10.10 Form of Medium Term Note (Floating Rate) filed as Exhibit
99.2 to the Registrant's Form 8-K dated May 24, 1996.
11 Statement of Computation of Earnings Per Share for the
Twelve Months Ended July 31, 1996.
12 Ratio of Earnings to Fixed Charges.
21 Subsidiaries of the Registrant.
23 Consent of Coopers & Lybrand L.L.P. dated September 9,
1996.
27 Financial Data Schedule, filed for edgar filing only.
(d) Financial Statement Schedules. The following documents
are filed as a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
______________________________
*Incorporated herein by reference as above indicated.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Trust has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NEW PLAN REALTY TRUST
(Registrant)
By:/s/William Newman
-----------------
William Newman
Chief Executive Officer
Dated: October 16, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Trust and in the capacities and on the dates indicated.
Signature Title Date
/s/ William Newman Chief Executive Officer October 16, 1996
- ----------------------- and Trustee
William Newman
/s/ Arnold Laubich President, Chief Operating October 16, 1996
- ----------------------- Officer and Trustee
Arnold Laubich
/s/ Michael I. Brown Chief Financial Officer and October 16, 1996
- ----------------------- Chief Accounting Officer,
Michael I. Brown Controller
/s/ James M. Steuterman Executive Vice President October 16, 1996
- ----------------------- and Trustee
James M. Steuterman
/s/ Dean Bernstein Vice President - October 16, 1996
- ----------------------- Administration
Dean Bernstein and Finance and Trustee
/s/ Melvin Newman Trustee October 16, 1996
- ----------------------
Melvin Newman
- ---------------------- Trustee October _, 1996
Norman Gold
- ---------------------- Trustee October _, 1996
Raymond H. Bottorf
- ---------------------- Trustee October _, 1996
John Wetzler
- ---------------------- Trustee October _, 1996
Gregory White<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) AND (2), AND (d)
LIST OF CONSOLIDATED FINANCIAL STATEMENTS,
SUPPLEMENTARY DATA AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED JULY 31, 1996
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NEW YORK, NEW YORK
<PAGE>
Form 10-K Item 14(a)(1) and (2)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The following financial statements of the Registrant are included in Item
8:
Report of Independent Accountants. . . . . . . . . . . . . . . . . . .F-2
Consolidated Balance Sheets as of July 31, 1996 and 1995 . . . . . . .F-3
Consolidated Statements of Income for the years
ended July 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . .F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended July 31, 1996, 1995 and 1994 . . . . . . . . . .F-6
Consolidated Statements of Cash Flows for the years
ended July 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . .F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .F-9
The following financial statement information and schedules of the
Registrant are included in Item 14(d):
Schedules
II - Valuation and Qualifying Accounts. . . . . . . . . . . . . F-19
III - Real Estate and Accumulated Depreciation . . . . . . . . . F-20
IV - Mortgage Loans on Real Estate. . . . . . . . . . . . . . . F-40
All other schedules for which provision is made in the applicable
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have
been omitted.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders
of New Plan Realty Trust:
We have audited the consolidated financial statements and financial
statement schedules of New Plan Realty Trust and Subsidiaries listed in
Item 14(a) of this Form 10-K. These financial statements and financial
statement schedules are the responsibility of the Trust's management.
Our responsibility is to express an opinion on these financial statements
and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of New Plan Realty Trust and Subsidiaries as of July 31, 1996
and 1995, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended July 31, 1996 in
conformity with generally accepted accounting principles. In addition,
in our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information required
to be included therein.
COOPERS & LYBRAND L.L.P.
New York, New York
September 13, 1996, except for Note Q as to which
the date is October 8, 1996
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1996 AND 1995
1996 1995
ASSETS: ---- ----
Real estate, at cost (Notes A and E)
Land $174,711,789 $135,100,768
Buildings and improvements 803,229,718 629,979,689
------------ -----------
977,941,507 765,080,457
Less accumulated depreciation and
amortization 82,523,169 64,006,509
----------- -----------
895,418,338 701,073,948
Cash and cash equivalents (Note A) 4,300,261 51,888,807
Marketable securities (Note B) 2,095,481 6,050,867
Mortgages and notes receivable (Note C) 23,597,342 22,873,504
Receivables
Trade and notes, net of allowance for
doubtful accounts (1996 - $3,976,500;
1995 - $2,922,500) (Note A) 11,586,091 6,864,474
Other (Note D) 1,109,164 1,121,878
Prepaid expenses and deferred charges 5,083,827 5,055,942
Other assets 2,203,221 1,707,055
--------- ---------
TOTAL ASSETS $945,393,725 $796,636,475
See Notes to Consolidated Financial Statements.<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1996 AND 1995
1996 1995
---- ----
LIABILITIES:
Mortgages payable (Note E) $48,935,776 $27,295,385
Credit Facility (Note E) 19,500,000
Notes Payable, net of unamortized
discount 189,490,273 179,357,083
(1996 - $1,509,727; 1995-$1,642,917)
(Note F)
Other liabilities (Note G) 24,984,134 16,744,870
Tenants' security deposits 3,129,524 2,709,666
----------- -----------
TOTAL LIABILITIES 286,039,707 226,107,004
=========== ===========
COMMITMENTS AND CONTINGENCIES
(Notes H,I,J,O and Q) - -
SHAREHOLDERS' EQUITY
Preferred shares, par value $1.00,
authorized 1,000,000 shares; none issued - -
Shares of beneficial interest
without par value, unlimited authorization;
issued and outstanding (1996 - 58,069,362;
1995 - 53,262,565) (Note I) 719,080,157 622,561,531
Less: loans receivable for the purchase of
shares of beneficial interest (Note I) 3,083,573 3,369,558
Add: unrealized gain on securities reported
at fair value (Note B) 643,141 182,460
716,639,725 619,374,433
Less distributions in excess of net
income 57,285,707 48,844,962
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 659,354,018 570,529,471
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $945,393,725 $796,636,475
=========== ===========
See Notes to Consolidated Financial Statements.<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994
1996 1995 1994
Revenues:
Rental income and related
revenues $162,821,434 $126,447,966 $96,384,232
(Notes A and K)
Interest and dividend income
(Notes B and C) 4,784,547 4,128,163 4,570,283
----------- ---------- -----------
167,605,981 130,576,129 100,954,515
----------- ---------- -----------
Operating Expenses:
Operating costs 38,865,276 29,960,955 21,982,525
Leasehold rent (Note J) 665,237 614,084 588,174
Real estate and other taxes 15,787,643 11,809,539 9,560,719
Interest expense 17,561,362 7,174,028 2,288,633
Depreciation and amortization 20,004,378 15,055,225 11,342,009
Provision for doubtful accounts 1,983,634 958,394 1,151,903
----------- ---------- -----------
Total operating expenses 94,867,530 65,572,225 46,913,963
----------- ---------- -----------
72,738,451 65,003,904 54,040,552
Other Expenses:
Administrative expenses 2,616,138 2,515,669 2,713,163
----------- ---------- -----------
Income Before Gain/(Loss) on
Sale of Properties and
Securities: 70,122,313 62,488,235 51,327,389
Gain on sale of properties, net 540,209 227,638 459,792
(Loss)/Gain on sale of
securities, net (141,711) - 530,075
----------- ------------ -----------
398,498 227,638 989,867
----------- ------------ -----------
Net Income $70,520,811 $62,715,873 $52,317,256
=========== ========== ===========
Net Income Per Share (Note A) $1.25 $1.19 $1.06
=========== ========== ===========
Cash Distribution Per Share $1.395 $1.355 $1.315
=========== ========== ===========
See Notes to Consolidated Financial Statements.<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994
(NOTE I)
1996 1995 1994
---- ---- ----
Number of Shares of Beneficial
Interest
Balance at beginning of
each year 53,262,565 52,594,161 48,956,564
Sales of shares under Dividend
Reinvestment Plan 737,797 667,204 610,437
Stock options exercised 9,000 1,200 27,160
Issuance of shares pursuant to
public offering 4,060,000 - 3,000,000
---------- ---------- ----------
Balance at end of year 58,069,362 53,262,565 52,594,161
========== ========== ==========
Shares of Beneficial Interest
Balance at beginning of
each year $622,561,53 $609,067,613 $530,900,723
Sales of shares under Dividend
Reinvestment Plan 15,126,326 13,472,493 13,551,244
Stock options exercised 164,500 21,425 500,646
Issuance of shares pursuant to
public offering 81,227,800 - 64,115,000
----------- ----------- -----------
Balance at end of each year 719,080,157 622,561,531 609,067,613
=========== =========== ===========
Loans Receivable for the Purchase
of Shares of Beneficial Interest
Balance at beginning of
each year (3,369,558) (3,630,421) (2,761,098)
Repayment of loans for the
purchase of shares 285,985 260,863 288,522
---------- ---------- ---------
Loans receivable for the
purchase of shares - - (1,157,845)
---------- ---------- ----------
Balance at end of each year (3,083,573) (3,369,558) (3,630,421)
========== ========== =========
Distributions in Excess
of Net Income
Balance at beginning of
each year (48,844,962) (39,944,408) (27,568,697)
Net income 70,520,811 62,715,873 52,317,256
Dividends paid (78,961,556) (71,616,427) (64,692,967)
----------- ----------- -----------
Balance at end of each year (57,285,707) (48,844,962) (39,944,408)
----------- ----------- -----------
Unrealized Gain on Securities
Reported at Fair Value (Note C)
Balance at beginning of each year 182,460 - -
At adoption of SFAS 115 - 182,460 -
Increase during the year 460,681 - -
------- --------- ----------
Balance at end of each year 643,141 182,460 -
------- --------- ----------
TOTAL SHAREHOLDERS' EQUITY $659,354,018 $570,529,471 $565,492,784
============ ============ ============
See Notes to Consolidated Financial Statements.<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994
(NOTE N)
1996 1995 1994
------ ----- -----
OPERATING ACTIVITIES
Net income $70,520,811 $62,715,873 $52,317,256
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation and
amortization 20,004,378 15,055,225 11,342,009
Gain on sale of
properties, net (540,209) (227,638) (459,792)
Loss/(Gain) on sale of
securities, net 141,711 - (530,075)
----------- ---------- ----------
90,126,691 77,543,460 62,669,398
Changes in operating
assets and
liabilities, net
Increase in trade and
notes receivable (5,775,617) (1,165,765) (2,491,666)
Decrease in other
receivables 12,714 506,489 288,014
Increase in allowance
for doubtful accounts 1,054,000 591,000 105,500
Increase in other
liabilities 8,239,264 6,492,376 1,444,619
(Increase)/decrease
in net sundry assets
and liabilities (250,994) (907,583) 54,594
NET CASH PROVIDED BY OPERATING
ACTIVITIES 93,406,058 83,059,977 60,770,459
INVESTING ACTIVITIES
Sales of marketable
securities 4,274,356 424,783 43,524,412
Purchases of marketable
securities - - (1,298,479)
Net proceeds from
the sale of properties 3,473,913 1,025,000 1,998,194
Purchase and improvement
of properties (186,008,486) (136,310,299) (219,541,405)
Repayment of mortgage
notes receivable 820,662 36,172 1,225,651
NET CASH USED IN
INVESTING ACTIVITIES (177,439,555) (134,824,344) (174,091,627)
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1996, 1995 AND 1994
(NOTE N)
(CONTINUED FROM PREVIOUS PAGE)
1996 1995 1994
---- ---- ----
FINANCING ACTIVITIES
Distributions to shareholders (78,961,556) (71,616,427) (64,692,967)
Issuance of shares of
beneficial interest pursuant
to dividend reinvestment plan 15,126,326 13,472,493 13,551,244
Issuance of shares of beneficial
interest pursuant to public
offering, net of
loans receivable and offering
costs 81,227,800 - 62,957,155
Issuance of shares of beneficial
interest upon exercise of stock
options 164,500 21,425 500,646
Proceeds from short-term
borrowings 19,500,000 352,000,000 47,500,000
Repayment of short-term
borrowings - (359,500,000) (40,000,000)
Proceeds from sale of notes 10,000,000 179,322,720 -
Payment of deferred financing
costs (996,990) -
Principal payments on mortgages (364,422) (407,892) (325,769)
Repayment of mortgages (10,533,682) (12,059,000) (6,954,088)
Repayment of loans receivable
for the purchase of shares
of beneficial interest 285,985 260,863 288,522
NET CASH PROVIDED BY FINANCING
ACTIVITIES 36,444,951 100,497,192 12,824,743
---------- ----------- ----------
(DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS (47,588,546) 48,772,825 (99,196,425)
Cash and cash equivalents
at beginning of year 51,888,807 3,115,982 102,312,407
---------- --------- -----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $4,300,261 $51,888,807 $3,115,982
See Notes to Consolidated Financial Statements.<PAGE>
Notes To Consolidated Financial Statements
Note A - Summary of Significant Accounting Policies
Organization and Income Taxes: New Plan Realty Trust was organized
July 31, 1972 as a Massachusetts Business Trust. New Plan Realty Trust
and subsidiaries (the "Trust") have elected to be taxed as a Real Estate
Investment Trust ("REIT") under the provisions of the Internal Revenue
Code. Accordingly, the Trust does not pay Federal income tax on income
as long as income distributed to shareholders is at least equal to real
estate investment trust taxable income and pays no Federal income tax on
capital gains distributed to shareholders. The Trust may be subject to
tax by certain states that do not recognize the REIT. These taxes have
been included in real estate and other taxes.
Basis of Consolidation: The consolidated financial statements
include the accounts of New Plan Realty Trust and its wholly owned
qualified REIT subsidiaries. All significant intercompany transactions
and balances have been eliminated. Certain prior period amounts have
been reclassified to conform to the current year presentation.
Real Estate: Real estate is carried at cost less accumulated
depreciation and amortization. For financial reporting purposes,
depreciation is calculated on the straight-line method based on the
estimated useful lives of the assets ranging from 5 to 40 years.
Amortization is calculated on a straight-line basis over the shorter of
the life of the lease or the estimated useful life of the asset. If
there is an event or a change in circumstances that indicates that the
basis of the Trust's property may not be recoverable the Trust's policy
is to assess any impairment in value by making a comparison of the
current and projected operating cash flows of the property over its
remaining useful life, on an undiscounted basis, to the carrying amount
of the property. Such carrying amounts would be adjusted, if necessary,
to reflect an impairment in the value of the property.
The Trust records sales when, among other criteria, the parties are
bound by the terms of a contract, all consideration has been exchanged
and all conditions precedent to closing have been performed. These
conditions are usually met at the time of closing. The cost and related
accumulated depreciation of assets sold are removed from the respective
accounts and any gain or loss is recognized in income.
New Accounting Standards: In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No.
123 "Accounting for Stock-Based Compensation" ("SFAS 123"), which will be
effective for financial statements issued for fiscal years beginning
after December 15, 1996. The Trust expects to elect the disclosure
provisions of SFAS 123. However, based upon the number of stock options
issued in the current year, management believes that the impact will not
be material and, therefore, believes that disclosure will not be
necessary.
Cash Equivalents: Cash equivalents consist of short-term, highly
liquid debt instruments with original maturities of three months or less.
Items classified as cash equivalents include insured bank certificates of
deposit and commercial paper.
The carrying amount of cash equivalents approximates fair value due
to the short-term maturities of these financial instruments.
At times cash balances at a limited number of banks may exceed
insurable amounts. The Trust believes it mitigates its risk by investing
in or through major financial institutions. Recoverability of
investments is dependent upon the performance of the issuer.
Revenue Recognition: Lease agreements between the Trust and retail
tenants generally provide for additional rentals based on such factors as
percentage of tenants' sales in excess of specified volumes, increases in
real estate taxes, increases in Consumer Price Indices and common area
maintenance charges. These additional rentals are generally included in
income when reported to the Trust or when billed to tenants.
The Trust recognizes rental income from leases with scheduled rent
increases on a straight-line basis over the lease term. Deferred rent
receivable, included in trade and notes receivable, represents the
difference between the straight-line rent and amounts currently due.
Concentration of Credit Risk: No tenant or single property accounts
for more than 6.0% of the Trust's revenues.
Net Income Per Share: Net income per share is calculated using a
weighted average number of shares outstanding during each year: 1996 -
56,483,827 shares; 1995 - 52,894,355 shares; 1994 - 49,501,984 shares.
Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities. Actual results could differ from those
estimates. The most significant estimates relate to depreciation and
valuation of real estate.
Note B - Marketable Securities
In 1995, the Trust adopted Statement of Financial Accounting
Standards No. 115 "Accounting For Certain Investments in Debt and Equity
Securities" ("SFAS 115") and, accordingly, has classified all such
investments as available-for-sale. All investments are recorded at
current market value with an offsetting adjustment to shareholders'
equity.
July 31, 1996 1995
- --------------------------------------------------------------------
Equity Debt Equity Debt
------ ---- ------ ----
Amortized cost/cost basis $ 977,061 $ 475,279 $ 979,656 $4,888,751
Unrealized holdings gains 643,141 -- 716,252 --
Unrealized holdings losses -- -- -- (533,792)
Fair value $1,620,202 $ 475,279 $1,695,908 $4,354,959
The debt securities have maturity dates ranging from 1997 to 2001.
The net increase in unrealized holding gains that has been included as a
separate component of shareholders' equity is $643,141 for 1996. The
weighted average method is used to determine realized gain or loss on
securities sold. The market value of marketable securities is based on
quoted market prices as of July 31, 1996 and 1995.
<PAGE>
Note C - Mortgages & Notes Receivable
Mortgages and Notes Receivable are collateralized principally by
real property and consist of the following:
July 31, 1996 1995
- ------------------------------------------------------------------------
10% purchase money first mortgage,
due August 1, 1997 $5,420,000 $6,200,000
9.38% purchase money first mortgage,
due July 25, 1998 4,610,000 4,610,000
9.375% purchase money first mortgage,
due July 27, 1997 10,350,000 10,350,000
12% leasehold mortgage,
due June 1, 2011 913,999 935,056
10.5% second mortgage
due February 1, 1999 500,000 500,000
11.5% note, due April 30, 2004 258,843 278,448
8.75% purchase money first mortgage,
due July 23, 1998 794,500 -
7.2% purchase money first mortgage,
due May 9, 2001 750,000 -
---------- ----------
$23,597,342 $22,873,504
The aggregate fair value of the mortgages receivable approximates
the carrying value as of July 31, 1996 and 1995. The fair value of
mortgages receivable is estimated based on discounting the future cash
flows at a year-end risk adjusted lending rate that the Trust would
utilize for loans of similar risk and duration.
Note D - Other Receivables
July 31, 1996 1995
- ------------------------------------------------------------------------
Interest and dividends $312,733 $445,673
Notes receivable 282,055 139,205
Due from officers,
trustees and employees (1) 488,271 449,791
Miscellaneous receivables 26,105 87,209
-------- -------
$1,109,164 $1,121,878
- -------------------------------------------------------------------------
(1) Amounts, which are interest bearing, are either due on demand or
have scheduled maturities.
Note E - Mortgages and Credit Facility
Mortgages are collateralized by real property with a carrying value
of $147,112,000 before accumulated depreciation and amortization. As of
July 31, 1996, mortgages payable bear interest at rates ranging from
5.65% to 10.75%, having a weighted average rate of 8.7% per annum and
mature from 1997 to 2008.
Scheduled principal payments during each of the next five fiscal
years and thereafter are approximately as follows:
Year Ending July 31, Amount
- -------------------------------------------------------------------------
1997 $ 862,743
1998 2,395,014
1999 10,006,951
2000 17,489,006
2001 636,399
Thereafter 17,545,663
Total $48,935,776
<PAGE>
The aggregate fair value of mortgages payable approximates the
carrying value as of July 31, 1996 and 1995. The fair value of mortgages
payable is estimated based on discounting future cash flows at a year-end
adjusted borrowing rate which reflects the risk associated with mortgages
of similar risk and duration. Certain other mortgages require the
payment of interest only at a rate that follows certain short-term
interest rate statistics such as treasury and prime rates and are
therefore considered to be at fair value.
The Trust has an unsecured revolving credit facility which provides
for up to $100 million of borrowings until November 8, 1996. At July 31,
1996, $19,500,000 was outstanding. The weighted average interest rate
was 6.1%. At July 31, 1995 no amounts were outstanding under this
facility. At the time of borrowing, the Trust can choose from three
interest rate options. There are restrictive covenants that place a
ceiling on total indebtedness of the lesser of 65% of tangible net worth
or $350,000,000, a ceiling on mortgage indebtedness of $105,000,000, a
minimum interest coverage ratio of 2.5 to 1 and a minimum tangible net
worth of $400,000,000.
The Trust has available approximately $1.0 million of unused letters
of credit as of July 31, 1996.
Interest costs capitalized for the years ended July 31, 1996, 1995,
and 1994 were approximately $203,000, $1,161,000, and $586,000,
respectively. Interest paid for the years ended July 31, 1996, 1995 and
1994 was $17,085,000, $5,031,000, and $2,875,000, respectively.
Note F - Notes Payable
Notes Payable consists of the following:
July 31, 1996 1995
- ---------------------------------------------------------------
7.75% Senior unsecured notes,
face amount $100 million,
due 4/6/2005, effective interest
rate 7.95%, net of unamortized
discount: 1996 - $1,236,986;
1995 - $1,333,789 $98,763,014 $98,666,211
6.80% Senior unsecured notes,
face amount $81 million,
due 5/15/2002, effective
interest rate 6.87%, net of
unamortized discount:
1996 - $272,741; 1995 - $309,128 80,727,259 80,690,872
7.97% unsecured notes, face amount,
$10 million, due 8/14/2026 10,000,000 -
Total $189,490,273 $179,357,083
The Notes are subordinate to mortgages payable and rank equally with
borrowings under the revolving credit facility. Where applicable, the
discount is being amortized over the life of the respective Notes using
the effective interest method. Interest is payable semi-annually and the
principal is due at maturity. Among other restrictive covenants, there
is a restrictive covenant that limits the amount of total indebtedness to
65% of total assets. For the year ended July 31, 1996, $314,000 of
amortized discount and issuing costs were included in interest expense.
The aggregate fair value of the Notes approximates the carrying
value at July 31, 1996. The fair value of the Notes payable is estimated
based on discounting the future cash flows at a year-end risk adjusted
borrowing rate which reflects the risk associated with notes of similar
risk and duration.
<PAGE>
Note G - Other Liabilities
July 31, 1996 1995
- ----------------------------------------------------------
Accounts payable $2,750,313 $1,206,096
Real estate taxes payable 4,769,689 3,230,716
State and local taxes payable 3,906,163 2,540,695
Interest payable 3,633,896 3,273,611
Amounts due seller of property 970,104 442,289
Professional fees and costs 728,628 769,246
Deposits 400,000 400,000
Acquisition costs 2,574,000 666,929
Other 4,932,891 3,962,035
Deferred rent expense 318,450 253,253
----------- --------
$24,984,134 $16,744,870
Note H - Stock Option Plans
1985 Incentive Stock Option Plan (the "1985 Plan"): Pursuant to the
1985 Plan, options to purchase shares of beneficial interest (the
"Shares") were granted to officers and certain key employees. The
exercise price is not less than the fair market value of Shares on the
date of grant. Options are not exercisable until one year from the date
of grant, are exercisable at 20% per year beginning in the second year
and expire seven years from the date of grant. The Trust no longer
grants options to purchase Shares under this plan.
1991 Stock Option Plan (the "1991 Plan"): Pursuant to the 1991
Plan, options to purchase up to 1,000,000 Shares may be granted to
officers and key employees until September 5, 2001. The exercise price
is not less than the fair market value of the Shares on the date of
grant. Options are not exercisable until one year from the date of
grant, are exercisable at 20% per year beginning in the second year and
expire seven years from the date of grant.
Non-Qualified Stock Option Plan (the "Non-Qualified Plan"):
Pursuant to the Non-Qualified Plan, options to purchase Shares were
granted to officers and certain key employees. Options are not
exercisable until one year from the date of grant, and thereafter are
exercisable 20% per year. Other terms are similar to the terms of the
1985 Plan. The Trust no longer issues options to purchase Shares from
this plan.
March 1991 Stock Option Plan (the "March 1991 Plan"): Pursuant to
the March 1991 Plan, two options for 650,000 Shares each were granted to
Mr. William Newman and Mr. Arnold Laubich. The grant of the two options,
totalling 1,300,000 Shares, was approved by the Board of Trustees on
December 5, 1991. Pursuant to the March 1991 Plan, the exercise price of
the options was not less than the fair market value of the Shares on the
date of grant. Thirty percent of each of the two stock options became
exercisable during the third year following the date of grant.
Thereafter, the Shares become exercisable 10% per year.
The following table shows the activity and balances for each stock
option plan during the fiscal years indicated.
Non- March
1985 Qualified 1991 1991
Options Plan Plan Plan Plan
- ---------------------------------------------------------------
Outstanding July 31, 1993 334,660 16,300 1,300,000 --
Exercised (15,860) (11,300) -- --
Cancelled (37,800) -- -- (3,000)
Granted 64,500 -- -- 182,000
----------------------------------------
Outstanding July 31, 1994 345,500 5,000 1,300,000 179,000
Exercised (1,200) -- -- --
Cancelled (17,700) -- -- (6,000)
Granted 25,000 -- -- 249,250
----------------------------------------
Outstanding July 31, 1995 351,600 5,000 1,300,000 422,250
Exercised (5,000) -- -- (4,000)
Cancelled (800) -- -- (20,500)
Granted 3,200 -- -- 31,300
---------------------------------------
Outstanding July 31, 1996 349,000 5,000 1,300,000 429,050
- --------------------------------------------------------------------
Options exercisable at
July 31, 1996 235,800 3,000 780,000 429,050
Average outstanding option
price, which was the
market price of the
shares on the dates
of grant $21.75 $ 21.88 $ 18.88 $21.23
Average price of options exercised
during fiscal 1996 $15.40 -- -- $21.88
- -------------------------------------------------------------------------
Note I - Shares of Beneficial Interest
The Trust has a Dividend Reinvestment and Share Purchase Plan (the
"Plan") whereby shareholders may invest cash distributions and make
optional cash payments to purchase Shares of the Trust without payment of
any brokerage commission or service charge. The price per share of the
additional shares to be purchased with invested cash distributions is the
midpoint between the day's high and low sales prices on the New York
Stock Exchange, less 5%.
The Trust has made loans to officers, trustees and employees
primarily for the purpose of purchasing its Shares. These loans are
demand and term notes bearing interest at rates ranging from 5% to 9.75%.
Interest is payable quarterly.
Note J - Lease Agreements
The Trust has entered into leases, as lessee, in connection with
ground leases for shopping centers which it operates, an office building
which it sublets and administrative office space for the Trust. These
leases are accounted for as operating leases. The minimum annual rental
commitments during the next five fiscal years and thereafter are
approximately as follows:
Year Ending July 31, Amount
- ----------------------------------------------------------------------
1997 $ 966,000
1998 933,000
1999 935,000
2000 895,000
2001 900,000
Thereafter 20,445,000
Total $25,074,000
- -------------------------------------------------------------------------
For the years ended July 31, 1996, 1995 and 1994, the lease for
office space included contingent rentals for real estate tax escalations
and operating expense incurred of $100,000, $111,000, and $105,000,
respectively. In addition, ground leases provide for fixed rent
escalations and renewal options.
<PAGE>
Note K - Rental Income Under Operating Leases
Minimum future rentals to be received during the next five fiscal
years and thereafter with initial or remaining noncancellable lease terms
in excess of one year are approximately as follows:
Year Ending July 31, Amount
- -------------------------------------------------------------------------
1997 $ 97,953,000
1998 88,600,000
1999 77,434,000
2000 62,770,000
2001 50,041,000
Thereafter 323,907,000
Total $700,705,000
- -------------------------------------------------------------------------
The above table assumes that all leases which expire are not
renewed, therefore neither renewal rentals nor rentals from replacement
tenants are included.
Minimum future rentals do not include contingent rentals, which may
be received under certain leases on the basis of percentage of reported
tenants' sales volume, increases in Consumer Price Indices, common area
maintenance charges and real estate tax reimbursements. Contingent
rentals included in income for the years ended July 31, 1996, 1995 and
1994 amounted to approximately $26,173,000, $19,388,000, and $15,684,000,
respectively.
Note L - Pro Forma Financial Information (Unaudited)
The Trust acquired 10 shopping centers, and 11 apartment complexes
during the year ended July 31, 1996. The pro forma financial information
for the years ended July 31, 1996 and 1995 shown below is based on the
historical statements of the Trust after giving effect to the
acquisitions as if such acquisitions took place on August 1, 1995, and
1994, respectively. The $201,500,000 aggregate acquisition cost included
existing mortgages and $169,000,000 in cash.
The pro forma financial information is presented for informational
purposes only and may not be indicative of results that would have
actually occurred had the acquisitions taken place at the dates indicated
or of what may occur in the future.
(Amounts In Thousands, Except Share Data)
Year Ended July 31, 1996 1995
- ------------------------------------------------------------------------
Pro forma total revenues $180,332 $143,302
Pro forma net income $74,365 $66,560
Pro forma earnings per share $1.32 $1.26
Note M - Quarterly Financial Information (Unaudited)
(Amounts In Thousands, Except Share Data)
Income Before
Gain on Sale
Year Ended of Property Net Earnings
July 31 Revenue and Securities Income Per Share
- ------------------------------------------------------------------------
1996
- ------------------------------------------------------------------------
First $37,795 $16,273 $16,274 $.31
Second 41,523 17,230 18,012 .31
Third 43,353 17,799 17,297 .30
Fourth 44,935 18,820 18,938 .33
- -------------------------------------------------------------------------
1995
- -------------------------------------------------------------------------
First $29,961 $15,259 $15,259 $.29
Second 32,062 15,847 15,847 .30
Third 32,757 15,862 15,862 .30
Fourth 35,796 15,520 15,748 .30
- -------------------------------------------------------------------------
Note N - Supplemental Cash Flow Information
The Trust entered into the following non-cash investing and
financing activities:
Year Ended July 31, 1996 1995
- -------------------------------------------------------------------------
Mortgages payable assumed
in the acquisition of properties $32,538,000 $11,702,000
Mortgages receivable in
connection with the sale
of properties $ 1,544,500 --
State and local income taxes paid for the years ended July 31, 1995 and
1994 were $12,000 and $152,000, respectively. No state and local income
taxes were paid by the Trust for the year ended July 31, 1996.
Note O - Retirement Savings Plan
The Trust has a Retirement Savings Plan (the "Savings Plan").
Participants in the Savings Plan may elect to contribute a portion of
their earnings to the Savings Plan and the Trust may, at the discretion
of the Board of Trustees, make a voluntary contribution to the Savings
Plan. For the years ended July 31, 1996, 1995 and 1994, the Trust's
contribution expense for the Savings Plan was $228,000, $191,000, and
$135,000, respectively.
<PAGE>
Note P - Financial Instruments
The estimated fair values of the Trust's financial instruments are
as follows:
At July 31, 1996 1995
- -------------------------------------------------------------------------
Carrying Fair Carrying Fair
Value Value Value Value
------- ----- -------- -----
Assets:
Cash and cash
equivalents $ 4,300,261 $4,300,261 $51,888,807 $51,888,807
Marketable
securities $ 2,095,481 $2,095,481 $ 6,050,867 $ 6,050,867
Mortgages and
notes receivable $23,597,342 (1) $22,873,504 (1)
Liabilities:
Mortgages payable $ 48,935,776 (2) $ 27,295,385 (2)
Notes payable $189,490,273 (2) $179,357,083 (2)
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable:
Cash and cash equivalents: The carrying amount approximates
fair value because of the short maturity of those instruments.
Marketable securities: Fair value is based on quoted market
prices in accordance with SFAS 115.
(1) Mortgages and notes receivable: The fair value
approximates the carrying value and is estimated
based on discounting the future cash flows at a year-
end risk adjusted lending rate that the Trust would
utilize for loans of similar risk and duration.
(2) Mortgages payable and Notes payable: The fair value
approximates the carrying value and is estimated
based on discounting future cash flows at a year-end
adjusted borrowing rate which reflects the risks
associated with mortgages and notes of similar risk
and duration.
Note Q - Subsequent Events
Subsequent to July 31, 1996 the Trust purchased five apartment
complexes containing 884 units. The properties are located in Kentucky,
Ohio and Tennessee. The aggregate purchase price for such properties was
approximately $25.6 million.
On August 29, 1996 the Trustees declared a cash distribution to
shareholders of record as of September 16, 1996 in the amount of $.3550
per share (approximately $20.6 million) payable on October 1, 1996.
In August, 1996, the Trust issued $59 million of two and three year
unsecured variable interest rate notes. The initial interest rates were
5.589% and 5.635%, respectively.
In October 1996, the Trust issued $49 million and $25 million of
30-year unsecured senior notes bearing interest rates of 5.95% and
7.65%, respectively. At the option of the holder, the $49 million note
is repayable at face value on November 2, 1998 and on November 2, 2026.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Additions
----------------------------------
Balance at Charged Credited Balance
Beginning to Costs to Other at End
Description of Period and Expenses Revenues Deductions of Period
- ----------- ---------- ------------ -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year Ended
July 31, 1996
- -------------
Allowance for
doubtful accounts $2,922,500 $1,966,715 -- $ 912,715(1) $3,976,500
Year Ended
July 31, 1995
- -------------
Allowance for
doubtful accounts $2,331,500 $ 993,710 -- $ 402,710(1) $2,922,500
Year Ended
July 31, 1994
- -------------
Allowance for
doubtful accounts $2,226,000 $1,149,452 -- $1,043,952(1) $2,331,500
(1) Trade receivables charged to the reserve.
/TABLE
<PAGE>
<TABLE>
<CAPTION> NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1996
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
--------------------------- ----------------
Building &
Description Encumbrances Land Improvements Improvements
------------------ ------------- ------------- ------------ ---------------
<S> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,411,462 156,636
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 282,726
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 1,047,408
BIRMINGHAM AL
THE CLUB APARTMENTS 6,145,000 1,709,558 6,838,233 153,054
BIRMINGHAM AL
MAISON IMPERIAL APTS 1,750,000 711,000 2,845,000
MOBILE AL
MAISON DEVILLE APTS 4,625,000 1,880,000 7,520,000
MOBILE AL
PLANTATION APARTMENTS 1,000,000 387,000 1,547,000
MOBILE AL
MAYFAIR APARTMENTS 240,000 962,217 426,190
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,133,109
DOVER DE
LAKE PARK APARTMENTS 833,000 1,822,039 2,245,177
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,514,373 7,401
ATHENS GA
TARA APARTMENTS 3,639,981 1,192,545 4,770,179 2,163
ATHENS GA
HAWTHORNE HEIGHTS APTS 1,669,304 6,677,215 1,619
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,075,236 629,832
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,756,655 129,004
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 201,402
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 617,606
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 77,604
LOUISVILLE KY
DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 80,934
KANSAS CITY MO
MEADOW EAST APARTMENTS 86,407 1,467,282 439,433
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,604,600
ROME NY
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 78,226
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 299,502
MAUMEE OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 51,163
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 461,167
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 110,663
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,938,261 1,804
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 490,695
ANTIOCH TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 503,939
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 70,980
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 44,075
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 74,076
CLARKSVILLE TN
MILLER CREST APARTMENTS 747,155 2,988,618
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,312,383 5,249,532 2,866
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 22,464
NASHVILLE TN
Development
**************************
SIX FLAGS FACTORY
OUTLET CENTER 784,115 5,937,535
JACKSON TOWNSHIP NJ
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 10,188,930 5,730,337 22,936,349 12,119,442
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 86,865 4,488,742 14,426,139 9,412,931
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 22,312,120 11,698,120
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,259,675 7,032,200
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 411,023 1,644,017 883,970
MAX MEADOWS VA
Miscellaneous
**************************
PIZZA HUT - PAD 40,065 225,958
GREENVILLE NC
PIZZA HUT - PAD 427,500
HARRISONBURG VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 1,389,460
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 634,152 2,536,606 7,304
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781
DOVER DE
RODNEY VILLAGE 1,202,550 2,082,918 2,023,704
DOVER DE
ALBANY PLAZA 696,447 2,799,786 90,675
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 17,691
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 8,970
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 198,519
AMERICUS GA
ROGERS PLAZA 291,014 688,590 58,998
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 (1)
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 816,606 3,266,424 76,400
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 192,580
CORDELE GA
MR B'S 166,047 154,140 6,718
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 29,841
CORDELE GA
HABERSHAM VILLAGE 1,301,643 4,340,422 697,599
CORNELIA GA
WESTGATE - DUBLIN 699,174 5,834,809 61,068
DUBLIN GA
VICTORY SQUARE 1,206,181 4,824,725 45,726
SAVANAH GA
TIFT-TOWN 271,444 1,325,238 150,902
TIFTON GA
WESTGATE - TIFTON 156,269 304,705
TIFTON GA
HAYMARKET MALL 1,230,252 5,031,799 95,518
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,224,688 142,842
DES MOINES IA
TINLEY PARK PLAZA 2,607,702 10,430,808 66,655
TINLEY PARK IL
COLUMBUS CENTER 1,196,269 3,608,315 2,398,459
COLUMBUS IN
JASPER MANOR 1,319,937 7,110,063 10,766
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503
PRINCETON IN
WABASH CROSSING 1,614,878 6,470,511 27,744
WABASH IN
JACKSON VILLAGE 284,815 3,115,586 551,393
JACKSON KY
J*TOWN CENTER 1,331,074 4,121,997 549,184
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 1,998,752 161,683
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 212,523
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 123,216
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,303,237 54,909
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,833,330 31,000
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 213,542
ANN ARBOR MI
FARMINGTON CROSSROADS 1,092,200 4,368,800
FARMINGTON MI
DELTA CENTER 2,405,200 9,620,800
LANSING MI
HAMPTON VILLAGE CENTRE 21,500,000 8,638,500 34,541,500 28,992
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000
SHELBY MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 82,786
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 50,776
GOLDSBORO NC
SHOPPING CENTER - LUMBERTON 280,000 1,564,172 97,754
LUMBERTON NC
SHOPPING CENTER - WILSON 315,000 1,780,370 52,641
WILSON NC
LAUREL SQUARE 3,261,701 9,283,302 461,787
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,513,658 91,388
HAMILTON NJ
BENNETTS MILLS PLAZA 1,597,222 6,399,888 9,315
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 3,524,094
MIDDLETOWN NJ
UNIVERSITY MALL 115,079 1,009,902 752,001
CANTON NY
CORTLANDVILLE 236,846 1,439,000 233,238
CORTLAND NY
KMART PLAZA 870,657 3,769,027 56,826
DEWITT NY
D & F PLAZA 730,512 2,156,542 983,889
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205
ELMIRA NY
PYRAMID MALL 2,175,221 8,700,884 73,790
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 96,809
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 4,986,720 82,607
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,591,832 317,065
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 232,337
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 89,689
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207
MARCY NY
WALLKILL PLAZA 2,445,200 8,580,800 16,906
MIDDLETOWN NY
ROCKLAND PLAZA 3,990,842 3,570,410 5,107,159
NANUET NY
SOUTH PLAZA 508,013 1,051,638 1,519,908
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 249,069
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 1,982,235
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,452,666
ROME NY
MONTGOMERY WARD 93,341 483,405 231,437
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170
ROME NY
WESTGATE MANOR PLAZA - ROME 77,208 391,982 332,681
ROME NY
NORTHLAND 16,182 255,557 714,272
WATERTOWN NY
HARBOR PLAZA 388,997 1,456,108 244,999
ASHTABULA OH
BELPRE PLAZA 2,066,121 44,471
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 637,042
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,222,875 173,677
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,200,117 2,450
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 66,225
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,417,037
DAYTON OH
HERITAGE SQUARE 1,749,182 7,011,927 59,371
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,685,919 79,192
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,386,163
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 264,712
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 75,245
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 338,873
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 363,682
TOLEDO OH
SHOPPING CENTER - ANNVILLE 190,000 1,048,126 173,735
ANNVILLE PA
SHOPPING CENTER - HANOVER 235,000 1,331,329 128,191
HANOVER PA
STONEMILL PLAZA 1,407,975 5,650,901 1,294
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 297,425
MT. PLEASANT PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,016,320 126,368
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,063,120
PHILADELPHIA PA
ROOSEVELT MALL NE 2,602,635 6,396,268
PHILADELPHIA PA
STRAWBRIDGE'S 605,607 3,923,050
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 3,910,842 102,304
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,824,500 58,058
STATE COLLEGE PA
SHOPS AT PROSPECT 741,941 2,967,766
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 12,797,412 88,693
YORK PA
CONGRESS CROSSING 1,098,351 6,747,013 69,993
ATHENS TN
GREENEVILLE COMMONS 1,075,200 7,884,800 23,156
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 2,500,633 170,258
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,674,698 195,333
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 174,013
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 6,479
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 143,428
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 476,393
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 4,709,146
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,471,461
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 35,900
VIENNA WV
Vacant Land
**************************
1 NORTH CENTRAL AVENUE 16,692
HARTSDALE NY
------------ ------------- ------------- -------------
$ 48,935,776 $ 174,711,789 $ 697,780,856 $ 105,448,862
============ ============= ============= =============
(1) Aggregate cost is the same for Federal income tax purposes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1996
Gross Amount at Which Carried at the
Close of the Period Life on Which
------------------------------------- Date Depreciated
Building & Accumulated of Con- Date in Latest
Land Improvements Total(1) Depreciation struction Acquired Income Statement
------------ ------------ ------------ ------------ --------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
BRECKENRIDGE APARTMENTS 604,487 2,568,098 3,172,585 295,879 1979 Feb 92 5-40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,760,027 5,879,347 377,986 1969 Jul 93 5-40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 6,030,322 7,276,050 668,555 1971 Feb 92 5-40 Years
BIRMINGHAM AL
THE CLUB APARTMENTS 1,709,558 6,991,287 8,700,845 213,591 1969-1974 May 95 40 Years
BIRMINGHAM AL
MAISON IMPERIAL APTS 711,000 2,845,000 3,556,000 1969-73 Jul 96 40 Years
MOBILE AL
MAISON DEVILLE APTS 1,880,000 7,520,000 9,400,000 1963,71-73 Jul 96 40 Years
MOBILE AL
PLANTATION APARTMENTS 387,000 1,547,000 1,934,000 1977 Jul 96 40 Years
MOBILE AL
MAYFAIR APARTMENTS 240,000 1,388,407 1,628,407 676,472 1971 Jan 81 5-40 Years
DOVER DE
RODNEY APARTMENTS 769,188 2,745,723 3,514,911 2,147,501 1963-1965 Jan 69 5-40 Years
DOVER DE
LAKE PARK APARTMENTS 833,000 4,067,216 4,900,216 2,137,756 1965 Feb 76 5-40 Years
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,521,774 4,400,367 18,647 1972,1982 May 96 40 Years
ATHENS GA
TARA APARTMENTS 1,192,545 4,772,342 5,964,887 15,243 1970 Jun 96 40 Years
ATHENS GA
HAWTHORNE HEIGHTS APTS 1,669,304 6,678,834 8,348,138 21,335 1965 Jun 96 40 Years
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,705,068 3,223,714 429,058 1967 Sep 91 5-40 Years
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,885,659 9,824,823 250,096 1969 May 95 40 Years
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,433,316 6,739,546 403,019 1974 Sep 93 5-40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 5,323,806 6,500,356 559,924 1970 Jul 92 5-40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,216,778 1,501,571 175,991 1974 Jan 91 5-40 Years
LOUISVILLE KY
DEERHORN VILLAGE APARTMENTS 1,292,778 5,252,046 6,544,824 140,558 1974 Jul 95 40 Years
KANSAS CITY MO
MEADOW EAST APARTMENTS 86,407 1,906,715 1,993,122 606,517 1964-1971 Sep 83 5-40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 2,740,260 2,903,495 987,831 1947 Nov 85 5-40 Years
ROME NY
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,347,364 5,412,648 215,879 1966 Aug 94 40 Years
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,748,658 1,927,767 234,713 1979-1984 Feb 91 6-40 Years
MAUMEE OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,558,389 3,185,196 80,501 1974 Apr 95 40 Years
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 5,028,982 6,170,936 102,060 1974 Sep 95 40 Years
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,322,599 7,873,333 327,874 1972,74,79 Jul 94 40 Years
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,940,065 4,924,630 12,575 1976 Jun 96 40 Years
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 5,973,699 7,342,950 404,103 1974 Dec 93 5-40 Years
ANTIOCH TN
ASHFORD PLACE APARTMENTS 1,150,270 5,115,019 6,265,289 369,581 1972-1974 Oct 93 5-40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,301,400 4,107,755 168,309 1982 Jul 94 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,481,677 6,840,077 275,832 1989 Jul 94 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,753,150 4,671,919 191,061 1986 Jul 94 40 Years
CLARKSVILLE TN
MILLER CREST APARTMENTS 747,155 2,988,618 3,735,773 9,542 1973 Jun 96 40 Years
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,312,383 5,252,398 6,564,781 27,845 1980 May 96 40 Years
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,609,777 9,506,605 55,987 1979 Apr 96 40 Years
NASHVILLE TN
Development
**********************
SIX FLAGS FACTORY
OUTLET CENTER 784,115 5,937,535 6,721,650 Jan 94
JACKSON TOWNSHIP NJ
Factory Outlets
********************
BARSTOW FACTORY OUTLET 5,730,337 35,055,791 40,786,128 2,162,628 1989 Nov 93 5-40 Years
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 4,488,742 23,839,070 28,327,812 2,370,210 1991 Mar 92 5-40 Years
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 34,010,240 34,027,909 2,023,614 1988 Nov 93 40 Years
BRANSON MO
OSAGE FACTORY OUTLET
VILLAGE 6,978,714 34,291,875 41,270,589 2,803,399 1987 Jan 93 3-40 Years
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 411,023 2,527,987 2,939,010 445,463 1989 Nov 93 3-40 Years
MAX MEADOWS VA
Miscellaneous
**************************
PIZZA HUT - PAD 40,065 225,958 266,023 77,450 1973 June 96 35 Years
GREENVILLE NC
PIZZA HUT - PAD 427,500 427,500 1969 June 96 35 Years
HARRISONBURG VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 613,139 1982 May 74 10-35 Years
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 634,152 2,543,910 3,178,062 114,173 1986 Oct 94 40 Years
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 60,111 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 1,202,550 4,106,622 5,309,172 3,017,754 1959 Jan 69 5-40 Years
DOVER DE
ALBANY PLAZA 696,447 2,890,461 3,586,908 157,824 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 988,502 1,220,019 147,658 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,045,301 1,266,938 157,304 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 774,966 5,500,163 6,275,129 826,932 1972 Jul 90 4-40 Years
AMERICUS GA
ROGERS PLAZA 291,014 747,588 1,038,602 124,775 1974 Jul 90 5-40 Years
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750 3,539,688 127,119 1985 Oct 94 40 Years
AUSTELL GA
CEDAR PLAZA 928,302 3,713,206 4,641,508 166,667 1994 Oct 94 40 Years
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 816,606 3,342,824 4,159,430 126,595 1989 Jan 95 40 Years
CEDARTOWN GA
CORDELE SQUARE 864,335 3,649,917 4,514,252 588,042 1968 Jul 90 3-40 Years
CORDELE GA
MR B'S 166,047 160,858 326,905 24,542 1968 Jul 90 2-40 Years
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 988,839 1,191,521 146,478 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM VILLAGE 1,301,643 5,038,021 6,339,664 506,510 1985 May 92 40 Years
CORNELIA GA
WESTGATE - DUBLIN 699,174 5,895,877 6,595,051 887,489 1974 Jul 90 20-40 Years
DUBLIN GA
VICTORY SQUARE 1,206,181 4,870,451 6,076,632 491,954 1986 Jul 92 20-40 Years
SAVANAH GA
TIFT-TOWN 271,444 1,476,140 1,747,584 211,397 1965 Jul 90 10-40 Years
TIFTON GA
WESTGATE - TIFTON 156,269 304,705 460,974 46,055 1980 Jul 90 40 Years
TIFTON GA
HAYMARKET MALL 1,230,252 5,127,317 6,357,569 143,975 1968-1979 May 95 40 Years
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,367,530 10,423,702 236,446 1971-1979 May 95 40 Years
DES MOINES IA
TINLEY PARK PLAZA 2,607,702 10,497,463 13,105,165 229,035 1973 Sep 95 40 Years
TINLEY PARK IL
COLUMBUS CENTER 1,196,269 6,006,774 7,203,043 1,076,506 1964 Dec 88 3-40 Years
COLUMBUS IN
JASPER MANOR 1,319,937 7,120,829 8,440,766 795,613 1990 Feb 92 20-40 Years
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 4,864,379 325,260 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 1,614,878 6,498,255 8,113,133 426,095 1988 Dec 93 40 Years
WABASH IN
JACKSON VILLAGE 284,815 3,666,979 3,951,794 614,063 1983 Dec 88 20-40 Years
JACKSON KY
J*TOWN CENTER 1,331,074 4,671,181 6,002,255 892,006 1959 Oct 88 3-40 Years
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 2,160,435 2,629,449 588,171 1978 Feb 88 2-40 Years
LOUISA KY
PICCADILLY SQUARE 355,000 1,800,932 2,155,932 332,309 1973 Apr 89 3-40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,915,933 9,861,612 537,961 1987 Nov 93 5-40 Years
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,358,146 10,433,955 251,908 1962 May 95 40 Years
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,864,330 2,176,980 544,161 1973 May 86 4-40 Years
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,727,864 8,353,444 300,732 1965 Oct 94 40 Years
ANN ARBOR MI
FARMINGTON CROSSROADS 1,092,200 4,368,800 5,461,000 59,626 1986 Dec 95 40 Years
FARMINGTON MI
DELTA CENTER 2,405,200 9,620,800 12,026,000 131,303 1985 Dec 95 40 Years
LANSING MI
HAMPTON VILLAGE CENTRE 8,638,500 34,570,492 43,208,992 471,601 1990 Dec 95 40 Years
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200 11,044,000 120,088 1986 Dec 95 40 Years
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000 12,977,500 141,693 1985 Dec 95 40 Years
SHELBY MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,203,909 7,734,190 598,751 1989 Oct 92 40 Years
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,065,208 1,247,206 300,144 1973 May 86 35-40 Years
GOLDSBORO NC
SHOPPING CENTER - LUMBERTON 280,000 1,661,926 1,941,926 463,286 1973 May 86 35-40 Years
LUMBERTON NC
SHOPPING CENTER - WILSON 315,000 1,833,011 2,148,011 526,341 1973 May 86 35-40 Years
WILSON NC
LAUREL SQUARE 3,261,701 9,745,089 13,006,790 991,150 1973 Jul 92 10-40 Years
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,605,046 5,729,461 252,090 1972 May 94 40 Years
HAMILTON NJ
BENNETTS MILLS PLAZA 1,597,222 6,409,203 8,006,425 300,894 1988 Sep 94 40 Years
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 5,003,581 6,208,410 1,644,606 1972 Jan 75 5-40 Years
MIDDLETOWN NJ
UNIVERSITY MALL 115,079 1,761,903 1,876,982 842,081 1967 Jan 76 10-40 Years
CANTON NY
CORTLANDVILLE 236,846 1,672,238 1,909,084 351,368 1984 Aug 87 20-40 Years
CORTLAND NY
KMART PLAZA 870,657 3,825,853 4,696,510 284,197 1970 Aug 93 5-40 Years
DEWITT NY
D & F PLAZA 730,512 3,140,431 3,870,943 811,495 1967 Jan 86 5-40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 166,173 1976 Feb 89 40 Years
ELMIRA NY
PYRAMID MALL 2,175,221 8,774,674 10,949,895 647,117 1973 Aug 93 40 Years
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 621,326 760,755 113,913 1974 Dec 88 40 Years
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 5,069,327 6,316,007 572,448 1991 Jun 92 3-40 Years
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,908,897 7,306,605 1,050,122 1969 May 89 10-40 Years
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,415,690 7,961,528 468,434 1971 Aug 93 5-40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,788,226 2,212,860 129,653 1971 Aug 93 40 Years
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 676,843 1971 May 86 18-40 Years
MARCY NY
WALLKILL PLAZA 2,445,200 8,597,706 11,042,906 117,102 1986 Dec 95 40 Years
MIDDLETOWN NY
ROCKLAND PLAZA 3,990,842 8,677,569 12,668,411 2,810,130 1963 Jan 83 3-40 Years
NANUET NY
SOUTH PLAZA 508,013 2,571,546 3,079,559 924,588 1967 Apr 83 5-40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,441,172 1,583,993 479,406 1967 Jan 84 5-40 Years
ONEONTA NY
OSWEGO PLAZA 250,000 3,150,262 3,400,262 1,070,643 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK ACRES 241,606 2,721,556 2,963,162 739,126 1965 Feb 84 2-40 Years
ROME NY
MONTGOMERY WARD 93,341 714,842 808,183 225,508 1965 Jan 84 10-40 Years
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 4,668,962 276,585 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR PLAZA - ROME 77,208 724,663 801,871 207,770 1961 Jan 86 5-40 Years
ROME NY
NORTHLAND 16,182 969,829 986,011 260,943 1962 Jan 73 5-40 Years
WATERTOWN NY
HARBOR PLAZA 388,997 1,701,107 2,090,104 228,959 1988 Feb 91 15-40 Years
ASHTABULA OH
BELPRE PLAZA 2,110,592 2,110,592 428,044 1969 Jun 88 5-40 Years
BELPRE OH
SOUTHWOOD PLAZA 707,073 2,174,561 2,881,634 440,775 1961 May 90 3-40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,396,552 10,447,521 459,091 1957 May 94 40 Years
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,202,567 11,502,596 29,375 1973,85,87 May 96 40 Years
CINCINNATI OH
WESTERN VILLAGE
SHOPPING CENTE 1,321,484 5,367,160 6,688,644 294,971 1960 May 94 40 Years
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 11,053,980 15,791,348 1,162,521 1972 Mar 92 5-40 Years
DAYTON OH
HERITAGE SQUARE 1,749,182 7,071,298 8,820,480 540,519 1959 Aug 93 5-40 Years
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800 9,721,000 106,136 1986 Dec 95 40 Years
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,765,111 3,052,760 276,786 1978 May 90 12-40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 4,583,836 5,502,858 1,296,217 1972 Dec 86 5-40 Years
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 136,750 1987 Mar 91 40 Years
GENOA OH
PARKWAY PLAZA 950,667 2,334,633 3,285,300 384,627 1955 Sep 89 20-40 Years
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,252,163 11,354,534 797,822 1991 Feb 93 20-40 Years
NEW BOSTON OH
MARKET PLACE 597,923 4,077,037 4,674,960 488,579 1972 Nov 91 2-40 Years
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 2,132,889 3,179,369 300,182 1968 Aug 90 20-40 Years
TOLEDO OH
SHOPPING CENTER - ANNVILLE 190,000 1,221,861 1,411,861 344,626 1972 May 86 18-40 Years
ANNVILLE PA
SHOPPING CENTER - HANOVER 235,000 1,459,520 1,694,520 406,038 1971 May 86 35-40 Years
HANOVER PA
STONEMILL PLAZA 1,407,975 5,652,195 7,060,170 359,382 1988 Jan 94 40 Years
LANCASTER PA
CROSSROADS PLAZA 384,882 1,338,093 1,722,975 248,256 1975 Nov 88 5-40 Years
MT. PLEASANT PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,142,688 7,646,768 147,348 1963 Aug 95 40 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 1,154,918 1,314,621 521,122 1958 Apr 74 10-40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 8,998,903 8,998,903 3,934,983 1964 Jan 64 5-40 Years
PHILADELPHIA PA
STRAWBRIDGE'S 605,607 3,923,050 4,528,657 3,923,050 1964 Jan 64 35 Years
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 4,013,146 4,990,857 171,922 1970 Dec 94 40 Years
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,882,558 6,081,505 508,955 1988 Jun 92 40 Years
STATE COLLEGE PA
SHOPS AT PROSPECT 741,941 2,967,766 3,709,707 73,709 1994 Jul 95 40 Years
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 12,886,105 16,085,458 392,295 1955 May 95 40 Years
YORK PA
CONGRESS CROSSING 1,098,351 6,817,006 7,915,357 745,791 1990 Mar 92 40 Years
ATHENS TN
GREENEVILLE COMMONS 1,075,200 7,907,956 8,983,156 869,318 1990 Mar 92 20-40 Years
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 2,670,891 2,670,891 268,665 1970 Sep 92 3-40 Years
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,870,031 6,036,955 368,830 1986 Sep 93 40 Years
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441 1,082,441 232,072 1972 May 86 35 Years
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,288,818 9,067,519 673,894 1991 Jan 93 5-40 Years
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,215,206 17,763,638 837,836 1991 Mar 94 40 Years
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,507,308 1,757,308 410,868 1970 May 86 35-40 Years
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,894,185 7,601,864 494,333 1990 Jul 92 3-40 Years
WISE VA
MOUNDSVILLE PLAZA 228,283 6,698,944 6,927,227 538,396 1961 Dec 88 5-40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,471,461 4,471,461 898,926 1986 Jun 88 40 Years
PARKERSBURG WV
KMART PLAZA 664,121 2,692,383 3,356,504 232,638 1975 Feb 93 40 Years
VIENNA WV
Vacant Land
**************************
1 NORTH CENTRAL AVENUE 16,692 16,692 Jul 72
HARTSDALE NY
------------- ------------ ------------ ------------
$174,711,789 $803,229,718 $977,941,507 $ 82,523,169
============= ============ ============= ============
(1) Aggregate cost is the same for Federal income tax purposes
/TABLE
<PAGE>
NEW PLAN REALTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE III
JULY 31, 1996
(continued)
Reconciliation of "Real Estate and Accumulated Depreciation":
1996 1995 1994
------ ------ -------
INVESTMENT IN REAL ESTATE
Balance at beginning
of period $765,080,457 $621,342,318 $388,227,913
Additions during the
period:
Land 40,640,504 23,964,530 37,888,580
Buildings and
improvements 120,636,110 197,091,961
Carrying costs 177,887,917 -- --
----------- ----------- -----------
983,608,878 765,942,958 623,208,454
Less:
Costs of assets sold
and written-off 5,667,371 862,501 1,866,136
--------- -------- ----------
Balance at end of period $977,941,507 $765,080,457 $621,342,318
============ ============ ============
ACCUMULATED DEPRECIATION
Balance at beginning
of period $64,006,509 $49,101,916 $38,183,206
Additions charged to
operating expenses 19,724,387 14,968,266 11,250,895
---------- ---------- ----------
83,730,896 64,070,182 49,434,101
Less:
Accumulated depreciation
on assets sold and
written-off 1,207,727 63,673 332,185
---------- -------- ---------
Balance at end of period $82,523,169 $64,006,509 $49,101,916
=========== =========== ===========
<PAGE>
<TABLE> NEW PLAN REALTY TRUST AND SUBSIDIARIES
<CAPTION> MORTGAGE LOANS ON REAL ESTATE
SCHEDULE IV
July 31, 1996
-------------
Final Face Face Face
Interest Maturity Periodic Amount of Amount of
Desription Rate Date Payment Terms Prior Liens Mortgages Mortgages
---------- -------- --------- ------------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Second mortgage, collateralized
by a shopping center in Interest payable monthly,
Hartsdale, NY 10.5% 2/1/99 balance at maturity $500,000 $500,000
Purchase money first mortgage, Interest payable monthly, $60,000
collateralized by a shopping principal per month for
center in Connellsville, PA 10% 8/1/97 17 months, balance at maturity $6,200,000 $5,420,000
Purchase money first mortgage, Interest payable monthly,
collateralized by a shopping $45,000 principal per month for
center in Whitesboro, NY 9.38% 7/25/98 17 months, balance at maturity $4,610,000 $4,610,000
Leasehold mortgage collateralized Interest and
by a tenant lease 12% 6/1/2011 principal payable monthly $300,000 $258,843
Purchase money first mortgage
collateralized by a shopping Interest payable monthly,
center in New City, NY 9.375% 7/27/97 balance at maturity 10,350,000 10,350,000
Leasehold mortgage collateralized Interest and principal
by a Tenant lease 11.5% 4/30/04 payable monthly
1,000,000 913,999
Purchase money first mortgage
collateralized by a shopping Interest payable monthly,
center in Harrisonburg, VA 8.75 7/23/98 balance at maturity 794,500 794,500
Purchase money first mortgage Interest payable quarterly
collateralized by shopping and principal payable
center in New Bern, NC 7.2% 5/9/2001 at maturity 750,000 750,000
-------- -------
Note--Column H is not applicable $24,504,500 $23,597,342
=========== ===========
TABLE/
<PAGE>
Year Ended July 31,
1996 1995 1994
---- ---- ----
Balance, beginning of
period $22,873,504 $22,909,676 $24,135,327
Additions during
period:
New mortgage loans 1,544,500 -- 800,000
Reductions during
period:
Collection of principal (820,662) (36,172) (1,525,651)
Amounts refinanced -- -- (500,000)
----------- ---------- -----------
Balance, end of period $23,597,342 $22,873,504 $22,909,676
=========== =========== ===========
</TABLE>
EXHIBIT 11
----------
Statement of Computation of Earnings Per Share
for the Twelve Months Ended July 31, 1996
Fully
Primary EPS Diluted EPS
----------- -----------
1. Proceeds Upon Exercise of
Options $41,345,987 $41,345,987
2. Market Price of Shares:
Closing $21.250
Average $21.223
3. Treasury Shares that Could be
Repurchased 1,948,169 1,954,694
4. Option Shares Outstanding 2,083,050 2,083,050
5. Common Stock Equivalents 134,881 137,356
6. Average Number of Shares
Outstanding 56,483,827 56,483,827
7. Total of Common and Common
Equivalent Shares 56,618,708 56,621,183
8. Net Income for the Period 70,520,811 70,520,811
9. Earnings Per Share $1.25 $1.25
10. Reported Earnings Per Share N/A N/A
EXHIBIT 12
----------
RATIO OF EARNINGS TO FIXED CHARGES
----------------------------------
The following table sets forth the ratio of earnings to fixed
charges for the periods indicated:
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
28.5 23.6 17.0 8.1 4.9
To date, the Trust has not issued any preferred shares; therefore,
the ratio of earnings to combined fixed charges and preferred share
dividends are unchanged from the ratios presented in this section. For
purposes of computing these ratios, earnings have been calculated by
adding fixed charges (excluding capitalized interest) to income (loss)
before income taxes and extraordinary items. Fixed charges consist of
interest costs, whether expensed or capitalized, the interest component
of rental expense, if any, and amortization of debt discounts and issue
costs, whether expensed or capitalized.
EXHIBIT 21
----------
SUBSIDIARIES OF THE REGISTRANT
------------------------------
New Plan Realty Trust, the Registrant.
New Plan Securities Corp., a New York corporation.
New Plan Realty of Alabama, Inc., an Alabama corporation.
Avion Service Corp., a Pennsylvania corporation.
New Plan Realty of Kingsport, Inc., a Tennessee corporation.
New Plan Factory Malls, Inc., a Delaware Corporation
New Plan of Tara, Inc., a Delaware Corporation
New Plan of Fashion Corners, Inc., a Delaware Corporation
EXHIBIT 23
----------
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in the registration
statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-60315 and
33-61383) and on Fomrs S-8 (File Nos. 33-57946 and 33-59077), of our
report dated September 13, 1996, except for Note Q, as to which the date
is October 8, 1996, on our aduits of the consolidated financial
statements and financila statement schedules of New Plan Realty Trust and
Subsidiaries, as of July 31, 1996 and 1995 and for the years ended July
31, 1996, 1995 and 1994, which report is included in this Annual Report
on Form 10-K.
COOPERS & LYBRAND L.L.P.
New York, New York
October 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This Schedule contains summary financial information
extracted from the consolidated balance sheets and consolidated
statements of income and is qualified in its entirety by
reference to such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<CASH> 4,300
<SECURITIES> 2,095
<RECEIVABLES> 11,586
<ALLOWANCES> 3,977
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 977,942
<DEPRECIATION> 82,523
<TOTAL-ASSETS> 945,394
<CURRENT-LIABILITIES> 0
<BONDS> 257,926
<COMMON> 715,997
0
0
<OTHER-SE> (56,643)
<TOTAL-LIABILITY-AND-EQUITY> 945,394
<SALES> 0
<TOTAL-REVENUES> 167,607
<CGS> 0
<TOTAL-COSTS> 75,323
<OTHER-EXPENSES> 2,616
<LOSS-PROVISION> 1,984
<INTEREST-EXPENSE> 17,561
<INCOME-PRETAX> 70,521
<INCOME-TAX> 0
<INCOME-CONTINUING> 70,521
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70,521
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.25
</TABLE>
