EXCEL REALTY TRUST INC
10-Q/A, 1996-06-18
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



   
                           FORM 10-Q/A AMENDMENT NO. 1
    


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


     For the Quarter Ended:                            Commission File Number:
           MARCH 31, 1996                                      1-12244


                            EXCEL REALTY TRUST, INC.
             (Exact name of registrant as specified in its charter)

                 MARYLAND                                33-0160389
     (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: (619) 485-9400




<PAGE>   2
                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                                      INDEX

                                    FORM 10-Q

                                   ----------



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

     Item 1.  Financial Statements:
<S>                                                                                                            <C>
           Consolidated Balance Sheets
              March 31, 1996 (Unaudited)
              December 31, 1995 .................................................................................3

           Consolidated Statements of Income
              Three Months Ended March 31, 1996 (Unaudited)
              Three Months Ended March 31, 1995 (Unaudited)......................................................4

           Consolidated Statements of Changes in Stockholders' Equity
              Three Months Ended March 31, 1996 (Unaudited)
              Three Months Ended March 31, 1995 (Unaudited)......................................................5

           Consolidated Statements of Cash Flows
              Three Months Ended March 31, 1996 (Unaudited)
              Three Months Ended March 31, 1995 (Unaudited)......................................................6

           Notes to Consolidated Financial Statements (Unaudited)................................................7
</TABLE>










                                        2



<PAGE>   3


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                                    ----------

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                                          1996          DECEMBER 31,
                                                                       (UNAUDITED)         1995
                                     ASSETS

Real estate:
<S>                                                                     <C>              <C>      
    Land                                                                $ 135,372        $ 122,394
    Buildings                                                             275,145          251,012
    Accumulated depreciation                                              (16,677)         (14,909)
    Real estate held for sale                                              13,728           13,519
                                                                        ---------        ---------

                  Net real estate                                         407,568          372,016

Cash                                                                          846            9,812
Escrow and other cash deposits                                              1,131           14,890
Accounts receivable, less allowance for bad debts of
    $803 and $726 in 1996 and 1995, respectively                            2,587            2,156
Notes receivable from affiliates                                           22,976           18,561
Notes receivable - other                                                    8,582            4,289
Loan acquisition costs                                                      2,405            2,662
Other assets                                                                3,368            3,921
                                                                        ---------        ---------

                                                                        $ 449,463        $ 428,307
                                                                        =========        =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Mortgages payable                                                   $ 145,330        $ 123,813
    Notes payable                                                          86,484           86,984
    Accounts payable and accrued liabilities                                3,262            4,806
    Deferred rental income                                                  2,345            2,760
    Other liabilities                                                       1,920            1,266
                                                                        ---------        ---------

                  Total liabilities                                       239,341          219,629
                                                                        ---------        ---------

Commitments and contingencies                                                --               --

Stockholders' equity:
    Preferred stock, $.01 par value, 10,000,000 shares authorized            --               --
    Common stock, $.01 par value, 100,000,000 shares authorized,
       13,242,128 and 13,171,353 shares issued and outstanding
       in 1996 and 1995, respectively                                         132              132
    Additional paid-in capital                                            219,996          218,531
    Accumulated distributions in excess of net income                     (10,006)          (9,985)
                                                                        ---------        ---------

                  Total stockholders' equity                              210,122          208,678
                                                                        ---------        ---------

                                                                        $ 449,463        $ 428,307
                                                                        =========        =========
</TABLE>

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


                                        3

<PAGE>   4


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   ----------

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                     MARCH 31,
                                               1996            1995
                                             --------        --------
Revenue:
<S>                                          <C>             <C>     
    Base rent                                $ 11,496        $ 12,587
    Percentage rent                                73              64
    Expense reimbursements                      1,171             775
                                             --------        --------

       Total revenue                           12,740          13,426
                                             --------        --------

Operating expenses:
    Property taxes                                649             609
    Repairs and maintenance                       567             393
    Master lease                                  351           1,556
    Utilities                                     140             188
    Other property expenses                       494             393
    Depreciation and amortization               1,797           1,649
    General and administrative                    642             735
                                             --------        --------

       Total operating expenses                 4,640           5,523
                                             --------        --------

       Operating income                         8,100           7,903

Other income (expense):
    Interest expense                           (4,772)         (4,441)
    Interest and other income                   2,382             463
                                             --------        --------

       Income before real estate sales          5,710           3,925

Gain (loss) on sale of real estate                148              (8)
                                             --------        --------

       Net income                            $  5,858        $  3,917
                                             ========        ========

Net income per common share                  $   0.44        $   0.36
                                             ========        ========
</TABLE>



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


                                        4

<PAGE>   5


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   ----------





<TABLE>
<CAPTION>
                                                                                   ACCUMULATED
                                                                    ADDITIONAL     DISTRIBUTIONS     TOTAL
                                              COMMON STOCK           PAID-IN       IN EXCESS OF   STOCKHOLDERS'
                                          NUMBER         AMOUNT      CAPITAL        NET INCOME       EQUITY
                                          ------         ------      -------        ----------       ------
THREE MONTHS ENDED MARCH 31, 1996:

<S>                                      <C>              <C>        <C>            <C>             <C>      
Balance at January 1, 1996               13,171,353       $132       $218,531       $ (9,985)       $ 208,678
Issuance of new shares of
     common stock                            70,775        --           1,465           --              1,465
Net income                                     --          --            --            5,858            5,858
Distributions declared                         --          --            --           (5,879)          (5,879)
                                         ----------       ----       --------       --------        ---------
Balance at March 31, 1996                13,242,128       $132       $219,996       $(10,006)       $ 210,122
                                         ==========       ====       ========       ========        =========

THREE MONTHS ENDED MARCH 31, 1995:

Balance at January 1, 1995               10,883,570       $109       $175,702       $(11,913)       $ 163,898
Issuance of new shares of
     common stock                               874        --              12           --                 12
Net income                                     --          --            --            3,917            3,917
Distributions declared                         --          --            --           (4,679)          (4,679)
                                         ----------       ----       --------       --------        ---------
Balance at March 31, 1995                10,884,444       $109       $175,714       $(12,675)       $ 163,148
                                         ==========       ====       ========       ========        =========
</TABLE>



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


                                        5

<PAGE>   6


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                                 (IN THOUSANDS)
                                   ----------

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                    ----------------------
                                                                      1996          1995
                                                                    -------        -------
Cash flows from operating activities:
<S>                                                                 <C>            <C>    
   Net income                                                       $ 5,858        $ 3,917
   Adjustments to reconcile net income to net cash
      provided by operations:
         Depreciation                                                 1,796          1,648
         Amortized loan costs and leasing commissions                   271            486
         (Gain) loss on sale of real estate                            (147)             8
         Provision for bad debts, net of accounts written off            77             99
         Changes in operating assets and liabilities:
         Increase in assets: 
            Accounts receivable                                        (426)          (233)
            Other assets                                               (307)          (239)
         Increase (decrease) in liabilities: 
            Accounts payable                                         (1,513)            (9)
            Other liabilities                                           166             61
                                                                    -------        -------

               Net cash provided by operating activities              5,775          5,738
                                                                    -------        -------

Cash flows from investing activities:
   Real estate acquisitions and building improvements                (2,025)        (2,657)
   Advances for notes receivable                                     (9,334)          (378)
   Principal payments on notes receivable                               626              4
   Escrow deposits paid                                                 736         (5,455)
   Escrow deposits collected                                            814          1,252
   Proceeds from real estate sales                                     --              393
   Other                                                                753           (336)
                                                                    -------        -------

               Net cash used in investing activities                 (8,430)        (7,177)
                                                                    -------        -------

Cash flows from financing activities:
   Distributions paid                                                (5,879)        (4,685)
   Issuance of common stock                                             546             11
   Principal payments of mortgages and notes payable                 (1,000)        (4,291)
   Proceeds from mortgages and notes payable                           --            9,800
   Loan costs refunded                                                  125           --
   Loan costs paid                                                     (103)          (355)
                                                                    -------        -------

               Net cash provided by financing activities             (6,311)           480
                                                                    -------        -------

               Net decrease in cash                                  (8,966)          (959)

Cash at January 1                                                     9,812          4,131
                                                                    -------        -------

Cash at March 31                                                    $   846        $ 3,172
                                                                    =======        =======
</TABLE>

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


                                        6

<PAGE>   7


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES


             NOTES TO CONSOLIDATED 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 normal recurring nature. Certain reclassifications have been made to
      the consolidated financial statements for the three months ended March 31,
      1995 in order to conform with the current period's presentation. These
      financial statements should be read in conjunction with the consolidated
      financial statements and accompanying footnotes included in the Company's
      December 31, 1995 Annual Report on Form 10-K, as amended.
    

      ORGANIZATION

      Excel Realty Trust, Inc. (the "Company") was formed in 1985 and is a
      Maryland corporation. The Company is in the business of purchasing and
      operating commercial real estate. The Company is operated as a
      self-administered, self-managed real estate investment trust (REIT).

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of the Company,
      its wholly-owned subsidiaries, Excel Mortgage Funding Corporation
      ("EMFC"), Excel Credit Corporation ("ECC"), Excel Realty Trust - NC, Excel
      Realty Trust - TX, Excel Realty - NE, Inc., Excel Realty Trust - ST, Inc.,
      and Excel Realty - PA, Inc., and its interest in 50% or more owned
      partnerships. All significant intercompany accounts and transactions have
      been eliminated. EMFC and ECC were dissolved in 1995.

   
      The equity method of accounting is used for investments in partnerships
      which the Company owns less than 50%, but is able to exercise significant
      influence over the partnership's operations. The Company also used the
      equity method to account for its investment in ERT Development Corporation
      ("EDV") (see Note 4). These investments were recorded initially at cost
      and subsequently adjusted for net equity in income (loss) and
      contributions and distributions. Previous to 1996, the Company accounted
      for EDV on the cost method but adopted the equity method pursuant to the
      Financial Accounting Standards Board Emerging Issues Task Force 95-6.
      There was no significant effect from the change of accounting method and
      thus, 1995 financial statements have not been restated.
    



Continued
                                        7

<PAGE>   8


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      REAL ESTATE

   
      Land, buildings and building improvements, and real estate held for sale
      are recorded at cost. Depreciation is computed using the straight-line
      method over estimated useful lives of 40 years for buildings and 2 to 40
      years for building improvements. Expenditures for maintenance and repairs
      are charged to expense as incurred and significant renovations are
      capitalized. The Company assesses whether there has been a permanent
      impairment in the value of its real estate by considering factors such as
      expected future operating income, trends and prospects, as well as the
      effects of demand, competition and other economic factors. Such factors
      include a lessee's ability to pay rent under the terms of the lease. If a
      property is leased at a significantly lower rent, the Company may
      recognize a permanent impairment loss if the income stream were not
      sufficient to recover its investment. Such a loss would be determined as
      the difference between the carrying value and the fair value of the
      property. Management believes no permanent impairment has occurred in its
      net property values.
    

      LEASE TERMINATION FEES

      Revenue recognition of fees received for lease terminations are deferred
      and amortized using the straight-line method over the estimated time to
      re-lease or sell the related property.

      DEFERRED LEASING AND LOAN ACQUISITION COSTS

      Costs incurred in obtaining tenant leases and long-term financing are
      amortized to leasing commission expense and interest expense,
      respectively, on the straight-line method over the terms of the related
      leases or debt agreements.

      REVENUE RECOGNITION

      In general, minimum rent revenues are recognized when due from tenants;
      however, the straight-line basis, which averages annual minimum rents over
      the terms of the leases, is used to recognize rents under leases which
      provide for significant varying rents over their terms. Certain of the
      leases provide for additional rental revenue by way of percentage rents to
      be paid based upon the level of sales achieved by the lessee. These
      percentage rents are recorded on the accrual basis. The leases also
      typically provide for tenant reimbursement of common area maintenance and
      other operating expenses.

      INCOME TAXES

      The Company has elected to be treated as a real estate investment trust
      under Sections 856 through 860 of the Internal Revenue Code of 1986, as
      amended. Under these provisions, the Company and its subsidiaries will not
      be subject to federal income tax if 95% of its real estate investment
      trust taxable income (before dividends paid deduction) is distributed to
      shareholders and certain gross

Continued
                                        8

<PAGE>   9


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      income, asset diversification, share ownership and disclosure requirements
      are met. Accordingly, no provision for federal income taxes is included in
      the accompanying consolidated financial statements.

      NET INCOME PER COMMON SHARE

      Net income per common share is based upon the weighted average number of
      common shares and common share equivalents outstanding during each period.
      Common share equivalents included in the computation represent shares
      issuable upon assumed exercise of common stock options and warrants which
      would have a dilutive effect. The weighted average shares outstanding for
      the three months ended March 31, 1996 and 1995 were 13,247,774 and
      10,908,744 respectively.

      USE OF ESTIMATES

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

 2.   REAL ESTATE ACQUISITIONS AND SALES:

      In 1996, the Company acquired three shopping centers in North Carolina
      remaining under the option agreements described below, and one shopping
      center in Georgia. The total cost of the four properties was approximately
      $35,983,000 of which the Company assumed $22,016,000 in debt. No
      significant real estate acquisitions were made in the three month period
      ended March 31, 1995.

      In January 1995, the Company entered into a master lease and option
      agreement to purchase certain shopping centers in North Carolina. The
      master leases required the payment equal to eight percent of the
      lessor/sellers' equity and gave the Company all management and operating
      responsibilities for the shopping centers. Under the master leases, the
      Company received all cash flow in excess of the master lease expense. The
      master lease expense included master lease and interest payments from debt
      service. All of the rent revenue and related operating expenses from the
      master leased properties have been consolidated in the Company's
      consolidated financial statements. The option agreement gave the Company
      the option to purchase the properties. Upon purchase of the three
      remaining shopping centers in 1996, the master lease and option agreements
      were terminated.

      The Company sold one single tenant property in the three month period
      ended March 31, 1996 for a net price of $814,000. During the three month
      period ended March 31, 1995, the Company sold two single tenant properties
      for a net price of $1,484,000. A gain of $147,000 and a net loss of $8,000
      were recognized on real estate sales in the three months ended March 31,
      1996 and 1995, respectively.

Continued
                                        9

<PAGE>   10


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------

   

 3.   NOTES RECEIVABLE (IN THOUSANDS):

      The Company had the following notes receivable at March 31, 1996 and
      December 31, 1995:

<TABLE>
<CAPTION>

                                                                             1996          1995
                                                                           -------       -------
<S>                                                                        <C>           <C>
Notes from affiliates, interest at 12-14% per annum,
(see Note 12).  Due on demand                                              $22,976       $18,561

Notes from development companies, interest from 10% - 14% per annum 
Maturity dates vary based upon the completion
of certain properties                                                        7,801         3,500

Other                                                                          781           789
                                                                           -------       -------

         Total notes receivable                                            $31,558       $22,850
                                                                           =======       =======
</TABLE>


      Notes from affiliates are due from EDV and Excel Realty Partners, L.P.
      ("ERP"), a Delaware limited partnership. Interest and principal payments
      from EDV are received upon the completion of certain development projects.
      Interest receivable from EDV was $1,209 at March 31, 1996. Interest and
      principal payments from ERP are received on a monthly basis or as excess
      cash is available. Interest receivable from ERP was $171 at March 31,
      1996.

4.    INVESTMENTS:

      In April 1995, ERP was formed to own and manage certain real estate
      properties. The Company is a 1% partner and the sole general partner of
      ERP. In May 1995, ERP entered into an agreement for certain unaffiliated
      entities to contribute to the partnership shopping centers in the
      southeastern United States. Through March 31, 1996, seven real estate
      properties with a basis of approximately $36,000,000 have been contributed
      to ERP in exchange for limited partnership units and cash. The Company is
      entitled to receive 99% of all earnings, if any, after the limited
      partners receive their distributions. Annual distributions approximate
      $439,000 based on the limited partner units held at March 31, 1996 (see
      Note 7). The partnership had net income of $140,000 and $0 for the three
      months ended March 31, 1996 and 1995, respectively. The Company's 1%
      investment in the partnership at March 31, 1996 and December 31, 1995 was
      $288,000 and $139,000 respectively, and is included in other assets on the
      Consolidated Balance Sheets.

      In April 1995, ERT Development Corp. ("EDV"), a Delaware Corporation, was
      organized. The Company owns 100% of the outstanding preferred shares of
      EDV. The preferred shares receive 95% of the dividends, if any, from EDV.
      EDV was formed to acquire, develop, hold, and sell real estate in the
      short-term for capital gains and/or receive fee income (see Note 12).
    

Continued
                                       10

<PAGE>   11


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------



 5.   MORTGAGES PAYABLE (IN THOUSANDS):

      The Company had the following mortgages payable at March 31, 1996 and
December 31, 1995:

<TABLE>
<CAPTION>
                                                                               1996           1995
                                                                             --------       --------
Mortgage notes at 6.86% to 10%, payable in installments through 2018
     (monthly payments at March 31, 1996 of $1,345), collateralized by
     real estate and an assignment of rents:
<S>                                                                          <C>            <C>     
         Private bonds                                                       $ 29,572       $ 29,907
         Insurance companies                                                   67,349         67,356
         Banks                                                                 45,462         23,603
         Other                                                                  2,947          2,947
                                                                             --------       --------

              Total mortgages payable                                        $145,330       $123,813
                                                                             ========       ========
</TABLE>


      The principal payments required to be made on mortgages payable over the
      next five years are as follows:

<TABLE>
<CAPTION>
            YEAR
            ----
           <S>                                         <C>      
               1996, remaining nine months             $   6,744
               1997                                        4,009
               1998                                        6,608
               1999                                       27,108
               2000                                       18,060
               Thereafter                                 82,801
                                                       ---------

                                                       $ 145,330
                                                       =========
</TABLE>

      Mortgages of $59,792 are fully amortizing with the final monthly payments
      to be made between the years 2004 and 2018.


Continued
                                       11

<PAGE>   12


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


 6.   NOTES PAYABLE (IN THOUSANDS):

      The Company had the following notes payable at March 31, 1996 and December
      31, 1995:
<TABLE>
<CAPTION>
                                                                                1996          1995
                                                                               -------       -------
<S>                                                                            <C>           <C>    
Unsecured credit agreement of $150,000, interest
at LIBOR +1.75% (7.3% at March 31, 1996)                                       $82,800       $82,800

Line of credit of $4,000 payable to a financial institution, interest at
the lender's base rate plus 1.25% (8.91%
at March 31, 1996)                                                               3,184         3,184

Unsecured revolving line of credit of $1,000,
interest at 9.5%                                                                   500         1,000
                                                                               -------       -------
         Total notes payable                                                   $86,484       $86,984
                                                                               =======       =======
</TABLE>

      In December 1995, the Company received a two-year revolving credit
      facility of up to $150,000 in unsecured advances through December 1997,
      from a consortium of six banks. The actual amount available to the Company
      is dependent on certain covenants such as the value of unencumbered assets
      and the ratio of earnings before interest, depreciation, and amortization
      to fixed charges. The principal outstanding is due in December 1997. The
      Company also has a $4,000 line of credit due September 1996 that is
      collateralized by certain notes receivables, and an unsecured $1,000
      revolving bank line.

   
      In 1996, the Company sold certain interest rate protection agreements
      related to the certain variable rate mortgage debt that was repaid in
      December 1995. Based upon market quotes obtained, the carrying value of
      the interest rate protection agreements was written down by $790 at
      December 31, 1995 to the estimated fair market value of $803, and charged
      to interest expense. The Company then sold these interest rate protection
      agreements in March 1996 for $1,218 and recognized a gain of $415. The
      Company also purchased for $50, an additional interest rate protection
      agreement in March 1996 which limits $50,000 of the outstanding balance on
      the unsecured credit agreement to 10%.
    

 7.   COMMITMENTS AND CONTINGENCIES:

      As part of an agreement with an unaffiliated developer to contribute
      certain properties to ERP for limited partnership units and cash, the
      limited partners are guaranteed distributions as defined by the
      contribution agreement. The Company is obligated to make advances to ERP
      to pay the distributions in the event ERP is unable to make these payments
      (see Note 4). Also, at March 31, 1996, ERP mortgage debt of $8,000,000 was
      guaranteed by the Company.

      The Company has committed to loan $12,000,000 to a developer related to a
      development project in Florida. Additionally, the Company has committed to
      loan $10,000,000 to a developer secured by an interest in a mixed use
      retail and office complex in Toronto, Canada.

Continued
                                       12

<PAGE>   13


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


 8.   DISTRIBUTIONS:

      In April 1995, the Company adopted a policy of declaring distributions to
      stockholders of record on the first day of the succeeding quarter, instead
      of the last day of the current quarter. The payment date of 15 days
      following each quarter remained unchanged. As such, in 1996, a
      distribution of $0.445 per share was declared on January 2 and paid on
      January 15 and in 1995 a distribution of $0.43 per share was declared on
      March 31 and paid on April 15. For the three months ended March 31, 1996
      and 1995, approximately 2.9% and 16.3% of the distributions received by
      shareholders respectively, were considered to be a return of capital for
      tax purposes.

 9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE:

      The amounts paid for interest during the three months ended March 31, 1996
      and 1995 were $3,975,000 and $3,930,000 respectively. State income taxes
      of $211,000 and $0 were paid in 1996 and 1995 respectively.

      For the three months ended March 31, 1996, the Company acquired real
      estate and interests in partnerships of $36,001,000 without the use of
      cash. The Company assumed $22,070,000 of mortgage debt, used $13,023,000
      of escrow and other cash deposits, issued $920,000 of common stock, and
      incurred $12,000 of other liabilities. Also, net proceeds of $814,000 and
      $1,091,000 from the sale of properties were directly deposited to escrow
      accounts in the first quarters of 1996 and 1995, respectively. There were
      no other significant non-cash transactions in the three months ended March
      31, 1996 or 1995.

10.   MINIMUM FUTURE RENTALS (IN THOUSANDS):

      The Company leases its shopping centers and single-tenant buildings to
      tenants under noncancelable operating leases generally requiring the
      tenant to pay a minimum rent adjusted by either (i) fixed increases, (ii)
      a percentage of gross sales, or (iii) a CPI index. The leases are either
      (i) triple-net, requiring the tenant to pay all expenses of operating the
      property such as insurance, property taxes, repairs and utilities, or (ii)
      require the tenant to reimburse the Company for the tenant's share of real
      estate taxes and other common area maintenance expenses.



Continued
                                       13

<PAGE>   14


                    EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED, CONTINUED

                                   ----------


10.   MINIMUM FUTURE RENTALS, CONTINUED (IN THOUSANDS):

      Minimum future rental revenue for the next five years for the commercial
      real estate currently owned at March 31, 1996 and subject to noncancelable
      operating leases is as follows:

<TABLE>
<CAPTION>
               YEAR
               ----
              <S>                                     <C>     
               1996, remaining nine months            $ 32,476
               1997                                     41,655
               1998                                     39,239
               1999                                     36,559
               2000                                     34,825
               Thereafter                              304,199
</TABLE>

   
11.   LEASE TERMINATION FEES

      The Company had $1,991,000 and $2,446,000 in deferred lease termination
      fees at March 31, 1996 and December 31, 1995, respectively. For the three
      months ended March 31, 1996 and 1995, the Company amortized $455,000 and
      $225,000 of deferred lease termination fees, respectively, which are
      included in base rents on the Consolidated Statements of Income.
      Additionally, $300,000 of lease termination fees was recognized as income
      in the three months ended March 31, 1995 when a building that the Company
      had received lease termination fees was re-leased at greater rents.

12.   RELATED PARTY TRANSACTIONS:
    

      Notes receivable at March 31, 1996 and December 31, 1995 included
      $15,062,000 and $12,611,000 from EDV and $7,914,000 and $5,950,000 from
      ERP, respectively. Total interest income recognized in 1996 from EDV and
      ERP amounted to $452,000 and $197,000, respectively. No interest income
      was recognized from related parties for the three month period ended March
      31, 1995. Also, in 1996 the Company recognized as income $669,000 in fees
      from EDV.


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<PAGE>   15
                                   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: June 12, 1996                         EXCEL REALTY TRUST, INC.
                                             (Registrant)




                                             By:  /s/ David A. Lund
                                                  -----------------
                                                     David A. Lund
                                                     Principal Financial Officer









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