EXCEL PROPERTIES LTD
10-Q, 1999-08-16
REAL ESTATE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                 QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

 For the Quarter Ended:                                Commission File Number:

     JUNE 30, 1999                                             33-2320
 ----------------------                                -----------------------


                             EXCEL PROPERTIES, LTD.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             CALIFORNIA                                      87-0426335
  -------------------------------                     ----------------------
  (State or other jurisdiction of                          (IRS Employer
   incorporation or organization)                     Identification Number)


           16955 VIA DEL CAMPO, SUITE 110 SAN DIEGO, CALIFORNIA 92127
- --------------------------------------------------------------------------------
              (Address of principal executive offices and zip code)


    Registrant's telephone number, including area code:  (858) 675-9400


    Securities registered pursuant to Section 12(b) 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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    (1)  Yes  [X]    No  [ ]

                    (2)  Yes  [X]    No  [ ]


<PAGE>   2
                             EXCEL PROPERTIES, LTD.

                          INDEX TO FINANCIAL STATEMENTS

                                   ----------


<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
PART I.  FINANCIAL INFORMATION:

    Item 1.  Financial Statements:

         Balance Sheets
            June 30, 1999 (Unaudited)
            December 31, 1998...............................................................3

         Statements of Income
            Three Months Ended June 30, 1999 (Unaudited)
            Three Months Ended June 30, 1998 (Unaudited)
            Six Months Ended June 30, 1999 (Unaudited)
            Six Months Ended June 30, 1998 (Unaudited)......................................4

         Statements of Changes in Partners' Equity
            Six Months Ended June 30, 1999 (Unaudited)
            Six Months Ended June 30, 1998 (Unaudited)......................................5

         Statements of Cash Flows
            Six Months Ended June 30, 1999 (Unaudited)
            Six Months Ended June 30, 1998 (Unaudited)......................................6

         Notes to Financial Statements......................................................7

    Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations........................................10

PART II.  OTHER INFORMATION................................................................13
</TABLE>


                                       2
<PAGE>   3
                             EXCEL PROPERTIES, LTD.

                                 BALANCE SHEETS

                                   ----------


<TABLE>
<CAPTION>
                                                                    JUNE 30,
                                                                      1999              DECEMBER 31,
                                                                   (UNAUDITED)              1998
                                                                  ------------          ------------
<S>                                                               <C>                   <C>
                                     ASSETS

Real estate:

   Land                                                              1,656,512             2,142,112
   Buildings                                                         3,129,257             3,510,518
   Less:  accumulated depreciation                                  (1,148,011)           (1,200,084)
                                                                  ------------          ------------
      Net real estate                                                3,637,758             4,452,546

Cash                                                                   346,509               412,033
Accounts receivable, less allowance for bad debts of
   $0 and $0 in 1999 and 1998, respectively                              9,103                 8,998
Notes receivable                                                     1,154,737             1,159,104
Interest receivable and other assets                                     8,485                 8,338
                                                                  ------------          ------------

   Total assets                                                   $  5,156,592          $  6,041,019
                                                                  ============          ============

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
   Accounts payable:
      Affiliates                                                $            -          $        598
      Other                                                              2,531                 2,493
   Property taxes payable                                                4,106                     -
   Deferred rental income                                               13,855                16,278
                                                                  ------------          ------------
      Total liabilities                                                 20,492                19,369
                                                                  ------------          ------------


Partners' Equity:
   General partner's equity                                             34,201                41,464
   Limited partners' equity, 235,308 units
     authorized, 135,199 units issued
     and outstanding in 1999 and 135,299 units
     issued  and outstanding in 1998,
     respectively                                                    5,101,899             5,980,186
                                                                  ------------          ------------
      Total partners' equity                                         5,136,100             6,021,650
                                                                  ------------          ------------

      Total liabilities and partners' equity                      $  5,156,592          $  6,041,019
                                                                  ============          ============
</TABLE>


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


                                       3
<PAGE>   4
                             EXCEL PROPERTIES, LTD.

                        STATEMENTS OF INCOME - UNAUDITED

                                   ----------


<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                      JUNE 30,                            JUNE 30,
                                            ----------------------------        ----------------------------
                                               1999              1998              1999              1998
                                            ----------        ----------        ----------        ----------
<S>                                         <C>               <C>               <C>               <C>
Revenue:
   Base rent                                $  153,015        $  164,087        $  317,827        $  339,099
   Interest income                              30,949            34,301            61,710            61,629
                                            ----------        ----------        ----------        ----------

      Total revenue                            183,964           198,388           379,537           400,728
                                            ----------        ----------        ----------        ----------

Expenses:
   Depreciation                                 24,982            32,550            51,552            67,607
   Bad debts                                         -             4,423                 -             6,045
   Office expenses                               2,395             2,754             4,521             6,115
   Administrative                                2,700             2,700             5,400             5,400
   Accounting and legal                          7,234             2,385            20,907             7,305
   Management fees                               1,457             1,736             3,178             3,511
   Property tax expenses                        12,318                 -            12,534                 -
   Other property expenses                         706               617               706               617
                                            ----------        ----------        ----------        ----------

      Total expenses                            51,792            47,165            98,798            96,600
                                            ----------        ----------        ----------        ----------

   Income before real estate sales             132,172           151,223           280,739           304,128

Gain - sale of real estate                           -           100,094           105,847           100,094
                                            ----------        ----------        ----------        ----------
      Net income                            $  132,172        $  251,317        $  386,586        $  404,222
                                            ==========        ==========        ==========        ==========

Net income allocated to:
   General partner                          $    1,572        $    2,513        $    4,381        $    4,042
   Limited partners                            130,600           248,804           382,205           400,180
                                            ----------        ----------        ----------        ----------

      Total                                 $  132,172        $  251,317        $  386,586        $  404,222
                                            ==========        ==========        ==========        ==========


Net income per weighted average
  limited partnership unit                  $     0.97        $     1.84        $     2.83        $     2.96
                                            ==========        ==========        ==========        ==========
</TABLE>


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


                                       4
<PAGE>   5
                             EXCEL PROPERTIES, LTD.

              STATEMENTS OF CHANGES IN PARTNERS' EQUITY - UNAUDITED

                                   ----------


<TABLE>
<CAPTION>
                                        SIX MONTHS ENDED
                                             JUNE 30
                               ----------------------------------
                                   1999                  1998
                               ------------          ------------
<S>                            <C>                   <C>
Balance at January 1           $  6,021,650          $  7,378,070
Net income                          386,586               404,222
Partner distributions            (1,272,136)             (385,000)
                               ------------          ------------
Balance at June 30             $  5,136,100          $  7,397,292
                               ============          ============
</TABLE>


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


                                       5
<PAGE>   6
                             EXCEL PROPERTIES, LTD.

                      STATEMENTS OF CASH FLOWS - UNAUDITED

                                   ----------


<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED
                                                                               JUNE 30,
                                                                 ----------------------------------
                                                                     1999                  1998
                                                                 ------------          ------------
<S>                                                              <C>                   <C>

Cash flows from operating activities:
   Net income                                                    $    386,586          $    404,222
   Adjustments to reconcile net income to net cash
      provided by operations:
        Depreciation                                                   51,552                67,607
        Provision for bad debts                                             -                 6,045
        Gain on sale of real estate                                  (105,847)             (100,094)
      Changes in operating assets and liabilities:
       (Increase) decrease in assets:
        Accounts receivable                                              (106)               13,852
        Interest receivable and other assets                             (145)               (2,776)
       Increase (decrease) in liabilities:
        Accounts payable                                                 (560)              (11,279)
        Property taxes payable                                          4,106                (7,011)
        Deferred rental income                                         (2,423)                4,601
                                                                 ------------          ------------
         Net cash provided by operating activities                    333,163               375,167
                                                                 ------------          ------------


Cash flows from investing activities:
      Collection of notes receivable                                    4,366                 4,009
      Proceeds from real estate sales                                 869,083               689,760
                                                                 ------------          ------------

              Net cash provided by investing activities               873,449               693,769
                                                                 ------------          ------------


Cash flows from financing activities:
   Cash distributions                                              (1,272,136)             (385,000)
                                                                 ------------          ------------

              Net cash used by financing activities                (1,272,136)             (385,000)
                                                                 ------------          ------------

              Net (decrease) increase in cash                         (65,524)              683,936

Cash at January 1                                                     412,033               444,616
                                                                 ------------          ------------

Cash at June 30                                                  $    346,509          $  1,128,552
                                                                 ============          ============
</TABLE>


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


                                       6
<PAGE>   7
                             EXCEL PROPERTIES, LTD.

                    NOTES TO FINANCIAL STATEMENTS - UNAUDITED
                                   ----------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     The financial statements reflect all adjustments of a recurring nature
     which are, in the opinion of management, necessary for a fair presentation
     of the financial statements. No adjustments were necessary which were not
     of a recurring nature. These financial statements should be read in
     conjunction with the financial statements and accompanying footnotes
     included in the Partnership's December 31, 1998 Form 10-K.

     ORGANIZATION

     Excel Properties, Ltd. was formed in the State of California on September
     19, 1985, for the purpose of, but not limited to, acquiring real property
     and syndicating such property.

     REAL ESTATE

     Land and buildings are recorded at cost. Buildings are depreciated using
     the straight-line method over the tax life of 31.5 years. The tax life does
     not differ materially from the economic useful life. Expenditures for
     maintenance and repairs are charged to expense as incurred. Significant
     renovations are capitalized. The cost and related accumulated depreciation
     of real estate are removed from the accounts upon disposition. Gains and
     losses arising from dispositions are reported as income or expense.

     CASH DEPOSITS

     At June 30, 1999, the carrying amount of the Partnership's cash deposits
     total $346,509. The bank balances are $399,364 of which $200,000 is covered
     by federal depository insurance.

     STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE

     There was no interest or taxes paid for the six months ended June 30, 1999
     or 1998. The Partnership also had no noncash investing or financing
     transactions for the six months ended June 30, 1999 or 1998.

     INCOME TAXES

     The Partnership is not liable for payment of any income taxes because as a
     partnership, it is not subject to income taxes. The tax effects of its
     activities accrue directly to the partners.


                                       7
<PAGE>   8
                             EXCEL PROPERTIES, LTD.

              NOTES TO FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

     ACCOUNTS RECEIVABLE

     All net accounts receivable are deemed to be collectible within the next 12
     months.

     FINANCIAL STATEMENT ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reported period. Actual results could differ from those
     estimates.

2.   Fees Paid to General Partner

     The Partnership has paid the General Partner or its affiliates the
     following fees for the six months ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                       1999        1998
                                                     -------     -------
<S>                                                  <C>         <C>
     Management fees                                 $ 2,674     $ 3,511
     Administrative fees                               5,400       5,400
     Accounting                                        3,240       3,240
</TABLE>

3.   SALE OF PROPERTY

     In February 1999, the Partnership sold a vacant building in Kenner,
     Louisiana that was formerly on lease to Toddle House Restaurant. The sale
     price for the building was $237,500. The Partnership recognized a gain of
     $34,534 on the sale. In March 1999, the Partnership sold a building in
     Plant City, Florida that was on lease to Payless Shoe Store. The sale price
     for the building was $670,000. The Partnership recognized a gain of $71,313
     on the sale. In 1998, the Partnership sold a property leased by Timberlodge
     Steakhouse in Burnsville, Minnesota. The net proceeds for the building were
     $689,760 and a gain of $100,094 was recognized.


                                       8
<PAGE>   9
                             EXCEL PROPERTIES, LTD.

              NOTES TO FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


4.   NOTES RECEIVABLE

     The Company had the following notes receivable at June 30, 1999 and
     December 31, 1998:

<TABLE>
<CAPTION>
                                                                                     1999                1998
                                                                                  ----------          ----------
<S>                                                                               <C>                 <C>
     Note from the sale of land, interest at 10%. Due upon the                    $  165,750          $  165,750
     occurrence of certain events.

     Note from sale of building, receipts of $1,390 per month
     at 9% interest. Secured by building sold. Currently Due                         128,007             130,522

     Note from sale of building, interest only receipts of
     $5,366 per month at 8.5% interest. Secured by building
     sold. Due November 2003.                                                        757,500             757,500

     Note from sale of building, receipts of $1,004 per month
     at 8% interest. Secured by building sold. Due December
     2001.                                                                           103,480             105,332
                                                                                  ----------          ----------

     Total notes receivable                                                       $1,154,737          $1,159,104
                                                                                  ==========          ==========
</TABLE>

5.   MINIMUM FUTURE RENTALS

     The Company leases single-tenant buildings to tenants under noncancelable
     operating leases requiring the greater of fixed or percentage rents. The
     leases are triple-net, requiring the tenant to pay all expenses of
     operating the property such as insurance, property taxes, repairs and
     utilities.

     Minimum future rental revenue for the next five years for the commercial
     real estate currently owned and subject to noncancelable operating leases
     is as follows:

<TABLE>
<CAPTION>
     YEAR ENDING DECEMBER 31,
     ------------------------
<S>                                                   <C>
          1999, remaining six months                  $   305,759
          2000                                            605,500
          2001                                            541,003
          2002                                            449,228
          2003                                            403,475
          Thereafter                                      713,753
</TABLE>


                                       9
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS

NATURE OF BUSINESS

Excel Properties, Ltd., a California limited partnership (the "Partnership"),
was organized to purchase commercial real estate properties for cash and to hold
these assets for long-term investment. The Partnership currently owns ten
properties. The general partners of the Partnership are New Plan Excel Realty
Trust, Inc., a Maryland corporation, and Gary B. Sabin, an individual. The
Partnership was formed on September 19, 1985, and will continue in existence
until December 31, 2015, unless dissolved earlier under certain circumstances.

Properties that have been acquired by the Partnership are subject to long-term
triple-net leases. Such leases require the lessee to pay the prescribed minimum
rental plus all costs and expenses associated with the operations and
maintenance of the property. These expenses include real property taxes,
property insurance, repairs and maintenance and similar expenses, the net effect
being that, under normal circumstances, no expenses will offset the rental
payment. Most of the leases also provide some form of inflation hedge which
calls for the minimum rent to be increased, based upon adjustments in the
consumer price index, fixed rent escalation, or by receipt of a percentage of
the gross sales of the tenant.

Properties have been acquired free and clear of liens and encumbrances. The
Partnership may seek to finance one or more of the properties and distribute the
financing proceeds to the partners, but only if the financing proceeds equal or
exceed 100% of the Partnership's capital invested in the property or properties
(including a prorata amount of the Partnership's public offering unit selling
commissions and organization expenses). To date, no properties owned by the
Partnership have been the subject of any mortgage financing, therefore, at the
present time, all properties remain free and clear from any mortgage loan, lien
or encumbrance.

The principal investment objectives of the Partnership are to provide to its
limited partners: (1) preservation, protection and eventual return of the
investment, (2) distributions of cash from operations including property sales,
some of which may be a return of capital for tax purposes rather than taxable
income, (3) distributions of cash from financing the properties, and (4)
realization of long-term appreciation in value of the properties.

The general partners have selected properties they believe meet certain minimum
investment standards and that are most likely to accomplish the investment
objectives of the Partnership.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership has $346,509 at June 30, 1999, with no debt on any of the
properties it owns. In July 1999, the Partnership distributed accumulated cash
to the partners in the amount of $250,000. The Partnership currently recognizes
approximately $51,000 a month from rental revenue. Management anticipates that
rental revenue should be enough to cover any Partnership and operating expenses.
Also, management does not expect the Partnership to incur any significant
operational expenses as the Partnership properties are subject to triple-net
leases.

Management anticipates that the Partnership's primary source of cash in 1999
will continue to come from rental of the real estate properties currently owned.
The Partnership may also, from time to time, sell certain properties which would
provide cash for distribution. Management anticipates that rental revenue will
be sufficient to cover the operating expenses of the Partnership and allow for
cash distributions to be made to the limited partners. The Partnership has the
policy of paying quarterly distributions to the limited partners of the actual
cash earned by the Partnership in the preceding quarter. Therefore, if expenses
were to increase or revenue were to decrease, the Partnership would decrease the
quarterly distributions to the limited partners. Management expects that the
liquidity of the Partnership will change if properties are sold and/or excess
cash is distributed to the unit holders (partners).

The Partnership may finance one or more of its existing properties if, among
other conditions: (1) the property is held for at least two years (all
properties have been owned by the Partnership for more than two years), (2) the
financing proceeds equal or exceed the Partnership's investment in the property,
and (3) the Partnership distributes the financing proceeds to the partners. To
date, the Partnership has not leveraged any of its properties.


                                       10
<PAGE>   11
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements and the notes thereto.

Comparison of the three months ended June 30, 1999 to the three months ended
June 30, 1998

Base rent decreased $11,072 or 7% from the previous year. The net decrease was
primarily due to the sale in March 1999 of a building that was previously leased
to Payless Shoe Store. This property accounted for approximately $17,696 of
rental revenue in the second quarter of 1998.

Interest income decreased $3,352 or 10% over 1998. This decrease was largely due
to cash balances from proceeds relating to the 1998 property sales before the
funds were distributed to the partners.

In 1998, the company recognized a gain of $100,094 relating to the sale of a
building in Burnsville, Minnesota that was on lease to Timberlodge. There were
no property sales in the three months ended June 30, 1999.

Operating expenses increased by $4,627 or 10% from the three months ended June
30, 1998 to the three months ended June 30, 1999. The net increase was largely
due to the $4,849 increase in accounting expense. This increase is primarily due
to $4,932 paid for tax preparation and audit fees . Depreciation expense
decreased by $7,568 or 23% due to property sales in 1998 and in the first
quarter in 1999. Bad debt expense decreased by $4,423 or 100% as compared to
1998. In 1999, the Company did not record any bad debt expense. Property taxes
increased by $12,318 or 100%. The increase is attributable to the Company paying
for the property taxes on behalf of Kindercare in Columbus, Ohio.
 Kindercare is to reimburse the Company for the expense. Other expenses and
other income varied very little between the two accounting periods.

Comparison of the six months ended June 30, 1999 to the six months ended June
30, 1998

Base rent decreased $21,272 or 6% from the previous year. The decrease was
primarily due to the sale in February 1999 of a building previously leased to
Payless Shoe Store, in Plant City, Florida. This property accounted for
approximately $35,393 in the first half of 1998.

Operating expenses increased by $2,198 or 2%. Accounting expense increased by
$13,602 over 1998. This increase is primarily due to accounting fees paid for
tax preparation and audit fees. Depreciation expense decreased by $16,055 or 24%
due to property sales in 1998 and in the first quarter in 1999. Bad debt expense
decreased by $4,423 or 100% as compared to 1998. In 1999, the Company did not
record any bad debt expense. Property tax expense increased by $12,534 or 100%.
The increase is attributable to the Company paying for the property taxes on
behalf of Kindercare in Columbus, Ohio. Kindercare is to reimburse the Company
for these expenses. Other expenses and other income varied very little between
the two accounting periods.

Management does not expect inflation to significantly impact the operations of
the Partnership due to the structure of its investment portfolio. The leases all
provide a minimum rental which the lessee is obligated to pay. Additionally,
most leases contain some form of inflation hedge which provides for the rent to
be increased. The rent increases may be in the form of scheduled fixed minimum
rent increases, Consumer Price Index adjustments, or by participating in a
percentage of the gross sales volume of the tenant. Since the triple-net leases
require the lessees to pay for all property operating expenses, the net effect
is that the income should increase as operating expenses increase due to
inflation.

YEAR 2000

The Partnership uses the information technology ("IT") systems of the general
partner. Some of the general partners' IT systems were originally written using
two digits rather than four to define the applicable year. As a result, those IT
systems had time sensitive software that recognizes dates using "00" as the Year
1900 rather than the Year 2000. The general partner has upgraded its existing
computer software and IT systems and believes that they are able to recognize
the Year 2000 and that the Year 2000 issue will not have a material impact on
the Partnership's operations. The Year 2000 issue affects the Partnership's
internal systems, including IT and non-IT systems. The Partnership is reviewing
its utility systems (heat,light, telephones, etc.) and other non-IT systems for
the impact of Year 2000. The Partnership has solicited assurances from its
contractors, vendors and other third parties that their systems (including
building management and mechanical systems) are currently Year 2000 compliant or
will be made compliant before the advent


                                       11
<PAGE>   12
of the Year 2000. No assurances can be made that all contractors and other third
parties will comply with their assurances. The Partnership intends to take
continuous steps to identify Year 2000 problems related to its vendors and to
formulate a system of working with key third parties, including financial
institutions and utility providers, to understand their ability to continue
providing services and products through the change to Year 2000. The failure to
correct a material Year 2000 problem either within the Partnership or within a
vendor or supplier could result in an interruption in, or a failure of, certain
normal business activities or operations of the Company. Such interruptions or
failures could materially adversely affect the Partnership's business, operating
results and financial condition.

The Partnership's Year 2000 project is substantially completed. As of June 30,
1999, the general partner had expended less than $60,000 and does not expect to
expend any significant additional costs in connection with its Year 2000
project, including the cost of identification, assessment, remediation and
testing efforts. The cost of the Year 2000 project, and the target date on which
the Partnership expects the Year 2000 modifications to be complete are based
upon a variety of assumptions of future events, including the continued
availability of certain resources. No assurance can be made that these estimates
will be achieved and actual results could materially differ from those
anticipated. Specific factors that might cause material differences include, but
are not limited to, the availability and costs of personnel trained in this
area, the ability to locate and correct relevant computer codes and the timing
and compliance by the Partnership's outside vendors and suppliers.

A contingency plan has not been developed for dealing with the most reasonably
likely worst case scenario, and such scenario has not yet been clearly
identified. Since the Partnership has adopted a plan to address these Year 2000
issues, it has not developed a comprehensive contingency plan should Year 2000
issues fail to be addressed successfully or in their entirety. However, if the
Partnership identifies significant risks or is unable to meet its anticipated
time line, the Partnership will develop contingency plans as deemed necessary at
that time. This discussion contains forward-looking statements and should be
read, along with all other forward-looking statements herein, in conjunction
with the Partnership's disclosures under the heading "Certain Cautionary
Statements" below.


CERTAIN CAUTIONARY STATEMENTS

Certain statements in this Form 10-Q that are not historical fact and constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results of the Partnership to be materially different from historical results or
from any results expressed or implied by such forward-looking statements. Such
risk, uncertainties and other factors include, but are not limited to, the
following risks:

Economic Performance and Value of Properties Dependent on Many Factors. Real
property investments are subject to varying degrees of risk. The economic
performance and values of real estate can be affected by many factors, including
changes in the national, regional and local economic climates, local conditions
such as an oversupply of space or reductions in demand for real estate in the
area, the attractiveness of the properties to tenants, competition from other
available space, the ability of the owner to provide adequate maintenance and
insurance and increased operating costs.

Dependence on Rental Revenue from Real Property. Since substantially all of the
Partnership's income is derived from rental revenue from real property, the
Partnership's income and funds for distribution would be adversely affected if a
significant number of the Partnership's tenants were unable to meet their
obligations to the Partnership or if the Partnership were unable to lease a
significant amount of space in its buildings on economically favorable lease
terms. There can be no assurance that any tenant whose lease expires in the
future will renew such lease or that the Partnership will be able to re-lease
space on economically advantageous terms.

Illiquidity of Real Estate Investments. Equity real estate investments are
relatively illiquid and therefore tend to limit the ability of the Partnership
to vary its portfolio promptly in response to changes in economic or other
conditions.

Risk of Bankruptcy of Tenants. The bankruptcy or insolvency of a tenant would
have an adverse impact on the property affected and on the income produced by
such property. Under bankruptcy law, a tenant has the option of assuming
(continuing) or rejecting (terminating) any unexpired lease. If the tenant
assumes its lease with the Partnership, the tenant must cure all defaults under
the lease and provide the Partnership with adequate assurance of its future
performance under the lease. If the tenant rejects the lease, the Partnership's
claim for breach of the lease would (absent collateral securing the claim) be
treated as a general unsecured claim. The amount of the claim would be capped at
the


                                       12
<PAGE>   13
amount owed for unpaid pre-petition lease payments unrelated to the rejection,
plus the greater of one years' lease payments or 15% of the remaining lease
payments payable under the lease (but not to exceed the amount of three years'
lease payments). At June 30, 1999, the Company had no tenants under bankruptcy.
The Company is attempting to sell or lease this property.

Environmental Risks. Under various federal, state and local laws, ordinances and
regulations, the Partnership may be considered an owner or operator of real
property or may have arranged for the disposal or treatment of hazardous or
toxic substances and, therefore, may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the
Partnership knew of, or was responsible for, the presence of such hazardous
toxic substances.

PART II.  OTHER INFORMATION

Items 1 through 5 have been omitted since no events occurred with respect to
these items.

Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits: 27.1 - Financial Data Schedule

          (b)  Reports on Form 8-K The Partnership filed no reports on Form 8-K
               during the quarter ended June 30, 1999.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: August 16, 1999           EXCEL PROPERTIES, LTD.
                                 (Registrant)

                                 New Plan Excel Realty Trust, Inc.
                                 (General Partner)



                                 By: /s/ Gary B. Sabin
                                     -------------------------------------------
                                     Gary B. Sabin, General Partner


                                 By: /s/ James Y. Nakagawa
                                     -------------------------------------------
                                     James Y. Nakagawa, Principal Accounting
                                     Officer


                                       13

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<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
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