<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 1, 1998
EXCEL REALTY TRUST, INC.
(Exact Name Of Registrant As Specified In Its Charter)
MARYLAND 1-12244 33-0160389
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
16955 VIA DEL CAMPO, SUITE 110
SAN DIEGO, CALIFORNIA 92127
(Address of Principal Executive Office) (Zip Code)
(619) 485-9400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
This Current Report on Form 8-K is filed by Excel Realty Trust, Inc., a Maryland
corporation, (the "Company") in connection with the matters described herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 1, 1998, the Company acquired nine shopping centers from AIG Baker
Shopping Center Properties L.L.C. ("AIG") and affiliated entities of AIG. The
properties are located in Alabama (2), Florida, Illinois, Kentucky, Louisiana,
Michigan, New York, and Ohio. The total acquisition price of the properties was
approximately $98.6 million of which the Company assumed approximately $42.0
million in mortgage debt with an interest rate of 8.85% per annum. The cash
requirements for the transaction were primarily funded through borrowings from
the Company's credit facility.
Grants Mills Station is located in Alabama. This shopping center has
approximately 227,000 square feet of gross leasable area ("GLA") and is anchored
by a store leased to Wal-Mart Stores, Inc. ("Wal-Mart"). The property was
purchased for approximately $11.6 million and is encumbered by a mortgage of
$7.6 million. Payton Park Shopping Center is also located in Alabama. This
shopping center has approximately 232,000 square feet of GLA and is anchored by
Wal-Mart and Goody's Family Clothing Store. The property was purchased for
approximately $13.7 million. 23rd Street Plaza contains approximately 100,000
square feet of GLA and is located in Florida. This property is anchored by a
store leased to Publix Super Markets, Inc. ("Publix") and was acquired for
approximately $8.3 million. King City Square Shopping Center is located in
Illinois and anchored by a store leased to the Kroger Co. ("Kroger"). The
property has approximately 94,000 square feet of GLA and was acquired for
approximately $7.6 million. Mist Lake Plaza Shopping Center is located in
Kentucky and has approximately 217,000 square feet of GLA. The property is
anchored by Wal-Mart, was acquired for approximately $16.1 million, and is
encumbered by a mortgage of $9.6 million. Langniappe Village Shopping Center is
located in Louisiana. The property is anchored by Wal-Mart and has approximately
220,000 square feet of GLA. The property was purchased for approximately $12.7
million and is encumbered by a mortgage of $6.6 million. Roundtree Place
Shopping Center is located in Michigan with approximately 195,000 square feet of
GLA. The property is anchored by Walmart and a grocer. The property was
purchased for approximately $11.8 million and is encumbered by a mortgage of
approximately $7.0 million. Genessee Valley Shopping Center is located in New
York, has approximately 205,000 square feet of GLA and is anchored by Wal-Mart
and a grocer. The property was acquired for $13.1 million and is encumbered by a
$8.6 million mortgage. River Run Centre is located in Ohio and contains
approximately 83,000 square feet of GLA. This property is anchored by Wal-Mart
and was acquired for approximately $3.7 million. The Company assumed mortgage
debt of $2.6 million on this property.
In addition to the above properties, the Company acquired a shopping center in
California, a shopping center in Nevada, and a shopping center in Tennessee in
1998. Rose Pavilion Shopping Center is located in California and anchored by
Macy's Furniture, Levitz, Ethan Allen, Outdoor World, Galaxy 8 Cinema and
Consignment Plus Furniture. This property has approximately 293,000 square feet
of GLA and was acquired for approximately $41.1 million. Galleria Commons
Shopping Center is located in Nevada This property has approximately 254,000
square feet of GLA, is anchored by HomeBase, and was acquired for approximately
$26.2 million. Saddletree Village Shopping Center is located in Tennessee, has
approximately 46,000 square feet of GLA and is anchored by Food Lion. This
property was acquired for approximately $2.6 million and is encumbered by a
mortgage of $2.0 million with an interest rate of 8.25% per annum.
In connection with the above acquisitions, the Company also incurred certain
transaction costs that will be capitalized into the value of the shopping
centers and are not reflected in the above acquisition prices. In assessing the
acquisitions of the shopping centers, the Company considered, among other
factors, the
2
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location and occupancy rate of each of the shopping centers, the quality of
tenants (including the tenants' credit quality), comparative rents, the
competition in the shopping center's respective area, and redevelopment
potential of the property. The Company also assessed potential expenses
associated with owning or leasing, and operating the shopping centers, including
among other factors, estimated maintenance expenses, capital improvement costs
and other operating expenses.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Excel Realty Trust, Inc. and AIG Baker Shopping Center
Properties, L.L.C., Columbia South Associates, L.P., and
Opus Properties, L.L.C. Properties Acquired by Excel Realty
Trust, Inc.
(1) Report of Squire and Company, PC.
(2) Financial Statements of the Properties Acquired
(b) Excel Realty Trust, Inc. and Spieker Properties, L.P.
Property Acquired by Excel Realty Trust, Inc.
(1) Report of Squire and Company, PC.
(2) Financial Statements of the Property Acquired
(c) Pro Forma Financial Information
(d) Exhibits
23.01 Consents of Squire and Company, PC.
99.01 Historical Summaries of Operating Revenues and
Direct Operating Expenses for the Properties
Acquired by Excel Realty Trust, Inc. for the year
ended December 31, 1997.
99.02 Unaudited Pro Forma Condensed Consolidated
Statements of Income and Balance Sheet of Excel
Realty Trust, Inc. as of and for the three months
ended March 31, 1998, and for the year ended
December 31, 1997.
3
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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 hereunto duly authorized.
Date: July 13, 1998 EXCEL REALTY TRUST, INC.
By: /s/ David A. Lund
--------------------------------
David A. Lund
Chief Financial Officer
4
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EXHIBIT INDEX
Exhibit No.
- -----------
23.01 Consents of Squire & Company, PC
99.01 Historical Summary of Operating Revenues and Direct
Operating Expenses for the Properties Acquired by Excel
Realty Trust, Inc. for the year ended December 31, 1997
99.02 Unaudited Pro Forma Condensed Consolidated Statements of
Income and Balance Sheet of Excel Realty Trust, Inc. as
of and for the three months ended March 31, 1998, and
for the year ended December 31, 1997
5
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Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in the Report on Form 8-K under the Securities
Exchange Act of 1934 of Excel Realty Trust, Inc. of the report of Squire &
Company, PC dated June 12, 1998 on the Historical Summary of Operating Revenues
and Direct Operating Expenses of the properties acquired by Excel Realty Trust,
Inc. for the year ended December 31, 1997.
Squire & Company, PC
Poway, California
July 9, 1998
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in the Report on Form 8-K under the Securities
Exchange Act of 1934 of Excel Realty Trust, Inc. of the report of Squire &
Company, PC dated March 5, 1998 on the Historical Summary of Operating Revenues
and Direct Operating Expenses of the properties acquired by Excel Realty Trust,
Inc. for the year ended December 31, 1997.
Squire & Company, PC
Poway, California
July 9, 1998
<PAGE> 1
Exhibit 99.01
Excel Realty Trust, Inc. and AIG Baker Shopping Center Properties, L.L.C.,
Columbia South Associates, L.P., and Opus Properties, L.L.C.
Properties Acquired by Excel Realty Trust, Inc.
Historical Summary of Operating Revenues
and Direct Operating Expenses
in Accordance with Rule 3-14 of
the Securities and Exchange Commission
Year Ended December 31, 1997
<PAGE> 2
[SQUIRE & COMPANY LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Excel Realty Trust, Inc.
We have audited the accompanying Historical Summary of Operating Revenues and
Direct Operating Expenses of selected properties acquired by Excel Realty Trust,
Inc. for the year ended December 31, 1997. This summary is the responsibility of
Excel Realty Trust, Inc. and AIG Baker Shopping Center Properties, L.L.C.,
Columbia South Associates, L.P., and Opus Properties, L.L.C. Our responsibility
is to express an opinion on this summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the summary is free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the summary. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the summary. We believe that our audit of
the Summary provides a reasonable basis for our opinion.
As described in Note 1, the accompanying Summary was prepared in conformity with
accounting principles prescribed by the Securities and Exchange Commission which
is a comprehensive basis of accounting other than generally accepted accounting
principles, and is not intended to be a complete presentation of the properties'
revenues and expenses.
In our opinion, the Summary referred to above presents fairly, in all material
respects, the operating revenues and direct operating expenses of selected
properties acquired by Excel Realty Trust, Inc. for the year ended December 31,
1997, on the basis of accounting described in Note 1.
This report is intended solely for the information and use of the Board of
Directors and management of Excel Realty Trust, Inc. and for filing with the
Securities and Exchange Commission and should not be used for any other purpose.
Squire & Company, PC
Poway, California
June 12, 1998
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EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
Year Ended December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months
COMBINED PROPERTY TOTALS Ended
03/31/98 Year Ended
(Unaudited) 12/31/97
----------- -----------
<S> <C> <C>
OPERATING REVENUES:
Base rents $ 3,149,262 $10,842,498
Expense reimbursements 339,119 1,372,511
----------- -----------
Total operating revenues 3,488,381 12,215,009
DIRECT OPERATING EXPENSES:
Administrative and office expense 131,125 361,112
Management fees 132,268 512,289
Repairs and maintenance 147,362 515,550
Utilities 25,406 83,659
Insurance 24,108 107,535
Property taxes 179,792 518,473
----------- -----------
Total direct operating expenses 640,061 2,098,618
----------- -----------
Net operating income $ 2,848,320 $10,116,391
=========== ===========
</TABLE>
The accompanying notes are an integral part of this summary.
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EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
in the preparation of this Historical Summary. The Historical Summary
and notes are representations of Excel Realty Trust, Inc., whose
management is responsible for the integrity and objectivity of this
Historical Summary.
Business Activity - Excel Realty Trust, Inc. is headquartered in San
Diego, California. The Trust is a self-administered, self-managed
equity real estate investment trust which owns and manages
income-producing properties.
The properties acquired are operated as shopping centers in the
locations below with the anchor stores listed.
<TABLE>
<CAPTION>
Property Location Anchor Stores
-------------------- -------------- -------------------------------
<S> <C> <C>
Saddle Tree Village(1) Columbia, TN Food Lion, Rite Aid Drug Store
Galleria Commons(2) Henderson, NV HomeBase
Grants Mill Station(3) Irondale, AL Wal-Mart, Waccamaw
Lagniappe Village(3) New Iberia, LA Wal-Mart, Delchamps
Roundtree Place(3) Ypsilanti, MI Wal-Mart, Busch's Value-Land
Genesee Valley(3) Genesee, NY Wal-Mart, Wegman's Food Markets
Payton Park(3) Sylacauga, AL Wal-Mart, Goody's
River Run Centre(3) Coshocton, OH Wal-Mart
Mist Lake Plaza(3) Lexington, KY Wal-Mart, Winn-Dixie
23rd Street Plaza(3) Panama City, FL Publix
King City Square(3) Mt. Vernon, IL Kroger
</TABLE>
The above properties were owned and managed by the following entities:
1 - Columbia South Associates, L.P.
2 - Opus Properties, L.L.C.
3 - AIG Baker Shopping Center Properties, L.L.C.
Retail space is rented to tenants under noncancelable leases ranging
from three to twenty years, with renewal options available.
Form of Presentation - The Historical Summary is presented in
conformity with Rule 3-14 of the Securities and Exchange Commission.
Accordingly, certain expenses of the properties are not included in
the summary, i.e., depreciation and interest. Financial information
pertaining to the aforementioned properties have been combined on the
Historical Summary.
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EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Management has determined that after reasonable inquiry, it is not
aware of any material factors relating to the properties reported on
in the accompanying Historical Summary which would cause the reported
financial information not to be indicative of future operating
results.
Revenue Recognition - Base rental income from leases is recorded when
due from tenants. Some of the leases include percentage rents and
overage rents based on the level of sales of the lessee. Leases
generally provide for tenant reimbursements of common area
maintenance. These reimbursements are included in the accompanying
Historical Summary as expense reimbursements.
Accounting Estimates - The preparation of the Historical Summary
includes estimates and assumptions that affect the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE 2. MINIMUM FUTURE RENTALS
Retail space is leased to tenants under noncancelable operating
leases. The following is a schedule of future minimum rentals for the
next five years under the noncancelable leases after 1997:
SADDLE TREE VILLAGE
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Maury Credit Union $ 9,600 $ 9,600 $ 9,600 $ 8,800 $-
Olan Mills 7,890 7,980 7,980 7,980 7,980
Jeff's Flowers 10,200 8,500 -- -- --
Julie's Hair and Nails 8,271 8,271 4,824 -- --
Hawaiian Tanning Salon 16,320 16,320 9,520 -- --
Nutri-System 11,721 7,814 -- -- --
Best Cleaners 8,679 8,679 5,062 -- --
Rite Aid Drug Store 48,720 48,720 20,300 -- --
Food Lion 182,700 182,700 182,700 182,700 182,700
-------- -------- -------- -------- --------
$304,101 $298,584 $239,986 $199,480 $190,680
======== ======== ======== ======== ========
</TABLE>
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EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
GALLERIA COMMONS
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Babies "R" Us $ 378,820 $ 378,820 $ 378,820 $ 378,820 $ 378,820
Boater's World 119,000 119,000 119,000 119,000 119,496
Comp USA 256,444 256,444 256,444 256,444 260,737
HomeBase 1,029,347 1,029,347 1,029,347 1,029,347 1,029,347
SteinMart 272,000 272,000 272,000 272,000 272,000
---------- ---------- ---------- ---------- ----------
$2,055,611 $2,055,611 $2,055,611 $2,055,611 $2,060,400
========== ========== ========== ========== ==========
</TABLE>
GRANTS MILL STATION
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Business Products Center $ 32,916 $ 33,836 $ 20,043 -- --
Dollar Tree 29,900 29,900 22,425 -- --
First Family Financial 19,450 19,450 16,208 -- --
Goldsmith's Jewelry 2,476 -- -- -- --
Guns' Hot Dogs 18,593 19,500 19,500 14,625 --
Headstart Hair Care 19,549 20,135 50,739 15,902 --
Nail Xpress 22,499 22,554 21,227 -- --
Security Pacific 19,500 8,125 -- -- --
Sizes Unlimited 61,750 61,750 66,219 66,625 66,625
S&S Appliance 27,476 28,302 16,797 -- --
Subway 16,136 -- -- -- --
Emperor's House 31,408 31,408 32,968 32,968 34,606
Waccamaw 343,200 343,200 343,200 351,450 359,700
Wal-Mart 558,346 558,346 558,346 558,34 558,346
---------- ---------- ---------- ---------- ----------
$1,203,199 $1,176,506 $1,167,672 $1,039,916 $1,019,277
========== ========== ========== ========== ==========
</TABLE>
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EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
LAGNIAPPE VILLAGE
Minimum Lease Payments
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Blockbuster Videos, Inc. $ 66,500 $ 66,500 $ 66,500 -- --
Beepers Unlimited 3,859 -- -- -- --
Burger King 3,267 -- -- -- --
Cato's 70,200 70,200 70,200 5,850 --
Cathy's Playwear 10,159 849 -- -- --
Delchamps 452,914 452,914 452,914 452,914 452,914
Dollar Tree 36,000 36,000 15,000 -- --
Easy Money 17,267 5,833 -- -- --
Friedman's Jewelers 2,188 -- -- -- --
General Nutrition Corporation 12,996 13,646 6,989 -- --
J.A. Mens, Inc. 3,618 -- -- -- --
Affordable Insurance Agency 5,941 -- -- -- --
Music Vision 16,814 17,325 8,792 -- --
Norwest Financial 15,000 11,250 -- -- --
Sally Beauty 16,800 16,800 16,800 9,800 --
Shoe Show 54,000 18,000 -- -- --
Simply Six 29,360 -- -- -- --
Subway 14,000 14,000 14,000 1,750 --
Wal-Mart 446,187 446,187 446,187 446,187 446,187
We Care Hair 11,425 11,654 11,887 992 --
---------- ---------- ---------- ---------- ----------
$1,288,495 $1,181,158 $1,109,269 $ 917,493 $ 899,101
========== ========== ========== ========== ==========
</TABLE>
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<PAGE> 8
EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
ROUNDTREE PLACE
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Busch's Valu-Land $ 279,000 $ 279,000 $ 279,000 $ 279,000 $ 279,000
Colortyme 33,000 33,000 33,750 36,000 27,000
Dollar Tree 30,600 17,850 -- -- --
Dots 37,993 39,833 40,000 41,833 42,000
Ypsilanti Hair Care 15,992 16,308 16,632 16,960 11,456
GNC 16,800 16,800 17,200 17,400 5,800
Something Special-Hallmark 48,000 4,000 -- -- --
JJ's Pizza 18,720 18,720 18,720 18,720 18,720
Jo-Ann Fabric 93,708 94,250 94,250 94,250 94,250
Modern Nails 13,230 -- -- -- --
Pearle Vision 30,000 30,000 30,000 30,000 22,500
Radio Shack 29,375 29,375 29,375 30,208 31,875
Sally Beauty 21,750 21,750 21,750 21,750 14,500
The Travel Store 12,357 -- -- -- --
Wal-Mart 524,470 524,470 524,470 524,470 524,470
Weight Watchers
---------- ---------- ---------- ---------- ----------
$1,204,995 $1,125,356 $1,105,147 $1,110,591 $1,071,571
========== ========== ========== ========== ==========
</TABLE>
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<PAGE> 9
EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
GENESEE VALLEY
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Bailey's Sewing Center $ 21,630 $ 22,278 $ 22,947 $ 3,843 --
Fashion Bug 76,800 76,800 76,800 76,800 76,800
Noah's Ark 3,377 -- -- -- --
Villa Carlo 5,402 -- -- -- --
Dollar Tree 30,744 30,744 10,248 -- --
Pappas Cleaners 24,478 25,216 26,006 26,751 27,540
Payless ShoeSource 38,250 39,000 39,000 39,000 39,000
Radio Shack 26,400 26,400 26,400 26,400 26,400
Salon Secrets 2,476 -- -- -- --
Champion Factory Outlet 12,600 -- -- -- --
Hallmark 42,055 7,117 -- -- --
Village Spirits 16,613 17,111 17,624 18,153 18,698
Wal-Mart 465,008 465,008 465,008 465,008 465,008
Wegman's Food Markets 535,093 540,094 540,094 540,094 540,094
Wright Jewelers 15,582 16,050 5,402 -- --
---------- ---------- ---------- ---------- ----------
$1,316,508 $1,265,818 $1,229,529 $1,196,049 $1,193,540
========== ========== ========== ========== ==========
</TABLE>
PAYTON PARK
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Domino's Pizza $ 17,178 $ 17,304 $ 17,693 $ 4,456 $-
Wal-Mart 899,083 899,083 899,083 899,083 899,083 899,083
Cato's 57,000 57,000 57,000 57,000 57,000
Dollar Tree Stores 50,400 50,400 50,400 50,400 50,400
Friedman's Inc. 25,988 6,563 -- -- --
Head Start 17,318 17,832 18,361 4,624 --
On Cue 36,250 36,250 36,250 36,250 40,833
Sally Beauty 16,450 16,450 16,450 4,112 --
Shoe Show 32,200 32,200 32,200 13,417 --
Subway 9,800 -- -- -- --
Goody's 142,875 142,875 142,875 142,875 142,875
Associates Financial Service 16,940 16,940 16,940 5,647
Nail Line 17,693 4,456 -- -- --
---------- ---------- ---------- ---------- ----------
$1,339,175 $1,297,353 $1,287,252 $1,217,864 $1,190,191
========== ========== ========== ========== ==========
</TABLE>
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<PAGE> 10
EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
RIVER RUN CENTRE
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Fashion Bug $ 70,400 $ 70,400 $ 70,400 $ 70,400 $ 70,400
Little Caesars Pizza 8,000 -- -- -- --
Wal-Mart 329,766 329,766 329,766 329,766 329,766
-------- -------- -------- -------- --------
$408,166 $400,166 $400,166 $400,166 $400,166
======== ======== ======== ======== ========
</TABLE>
MIST LAKE PLAZA
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Check Exchange $ 12,758 $ 9,923 $ -- $ -- $ --
Dollar Tree Stores 37,500 37,500 37,500 -- --
Double Exposure 24,431 25,164 25,923 22,140 --
Equity One 13,971 14,389 8,540 -- --
Family Bookstores 8,325 55,192 4,625 -- --
Fashion Cents 31,500 28,875 -- -- --
Friedman's Inc. 17,589 -- -- -- --
H & R Block 14,505 4,854 -- -- --
Kentucky Finance 19,624 -- -- -- --
Mailboxes, Etc 22,637 9,548 -- -- --
Once Upon a Child 34,391 11,649 -- -- --
Rack Room 43,500 -- -- -- --
Sizes Unlimited 86,250 86,250 86,250 86,250 91,875
Southern Rays Tanning 27,600 27,600 27,600 27,600 18,400
Sports Exchange 33,125 33,792 34,792 35,825 36,892
SuperCuts 16,207 -- -- -- --
Wal-Mart 765,196 765,196 765,196 765,196 765,196
Winn-Dixie 306,680 306,680 306,680 306,680 306,680
---------- ---------- ---------- ---------- ----------
$1,515,789 $1,416,612 $1,297,106 $1,244,161 $1,219,043
========== ========== ========== ========== ==========
</TABLE>
-9-
<PAGE> 11
EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
23RD STREET PLAZA
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
4th Dimension $ 21,000 $ 21,000 $ -- $ -- $ --
Alamo Rent-A-Car 13,183 1,103 -- -- --
American General 6,417 -- -- -- --
CiCi Pizza 40,810 40,810 40,810 40,810 40,810
Commercial Credit Corporation 13,353 13,750 12,938 -- --
Dixie Cleaners 1,105 -- -- -- --
Gulf Coast Hearing 12,856 13,240 4,456 -- --
Gwendolyn's Ice Cream 16,305 14,152 -- -- --
Heaven N Earth 14,926 -- -- -- --
Hooters 31,160 31,160 31,160 31,160 31,707
Joyce's Touch of Class 28,000 28,000 28,000 28,000 28,000
Lee's Oriental Plaza 8,000 -- -- -- --
Olive Leaves 16,342 17,159 14,890 -- --
Olan Mills 14,999 15,447 15,904 16,385 5,516
Party Universe 56,000 56,000 56,000 56,000 9,333
PIP Printing 43,200 43,200 43,200 43,200 --
Play it Again Sports 13,998 -- -- -- --
Powertel 21,063 21,813 22,563 21,313 --
Publix 382,512 382,512 382,512 382,512 382,512
Sound FX 14,175 14,595 9,893 -- --
TranSouth Financial 19,130 7,971 -- -- --
-------- -------- -------- -------- --------
$788,534 $721,912 $662,326 $619,380 $497,878
======== ======== ======== ======== ========
</TABLE>
-10-
<PAGE> 12
EXCEL REALTY TRUST, INC., AIG BAKER SHOPPING CENTER PROPERTIES, L.L.C., COLUMBIA
SOUTH ASSOCIATES, L.P., AND OPUS PROPERTIES, L.L.C.
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR SELECTED PROPERTIES ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
KING CITY SQUARE
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Associates Finance $ 17,500 $ 19,250 $ 19,250 $ 21,000 $ 1,750
First Cellular 116,875 116,875 116,875 118,750 118,750
Kroger 465,672 465,672 465,672 465,672 465,672
La Nails 16,800 17,500 18,200 19,080 9,980
Pizza Pro 13,592 14,004 14,425 12,320 --
Sally Beauty 13,417 16,100 16,100 16,100 --
Big O's BBQ 18,439 19,454 20,469 21,484 18,608
Cato 32,725 32,725 32,725 32,725 32,725
Dollar Tree 32,130 32,130 32,130 32,130 24,098
DSI Healthcare 12,017 12,717 13,417 14,117 12,250
Carpet Max 26,460 27,405 29,728 30,618 32,508
-------- -------- -------- -------- --------
$768,310 $773,832 $777,991 $781,313 $716,341
======== ======== ======== ======== ========
</TABLE>
-11-
<PAGE> 13
Excel Realty Trust, Inc. and Spieker Properties, LP
Property Acquired by Excel Realty Trust, Inc.
Historical Summary of Operating Revenues
and Direct Operating Expenses
in Accordance with Rule 3-14 of
the Securities and Exchange Commission
Year Ended December 31, 1997
<PAGE> 14
[SQUIRE & COMPANY LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Excel Realty Trust, Inc.
We have audited the accompanying Historical Summary of Operating Revenues and
Direct Operating Expenses For The Property Acquired by Excel Realty Trust, Inc.
for the year ended December 31, 1997. This summary is the responsibility of
Excel Realty Trust, Inc. and Spieker Properties, LP. Our responsibility is to
express an opinion on this summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the summary is free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the summary. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the summary. We believe that our audit of
the summary provides a reasonable basis for our opinion.
As described in Note 1, the accompanying summary was prepared in conformity with
accounting principles prescribed by the Securities and Exchange Commission which
is a comprehensive basis of accounting other than generally accepted accounting
principles, and is not intended to be a complete presentation of the property's
revenues and expenses.
In our opinion, the summary referred to above presents fairly, in all material
respects, the operating revenues and direct operating expenses of the property
acquired by Excel Realty Trust, Inc. for the year ended December 31, 1997, on
the basis of accounting described in Note 1.
This report is intended solely for the information and use of the Board of
Directors and management of Excel Realty Trust, Inc. and for filing with the
Securities and Exchange Commission and should not be used for any other purpose.
Squire & Company, PC
Poway, California
March 5, 1998
<PAGE> 15
EXCEL REALTY TRUST, INC. AND SPIEKER PROPERTIES, LP
HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR THE PROPERTY ACQUIRED
BY EXCEL REALTY TRUST, INC.
Year Ended December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Rose Pavillion
(Pleasonton, CA)
----------------
<S> <C>
OPERATING REVENUES:
Base rents $4,307,076
Expense reimbursements 1,145,094
----------
Total operating revenues 5,452,170
DIRECT OPERATING EXPENSES:
Repairs and maintenance 229,619
Utilities 232,870
Management fees 160,951
Insurance 46,168
Property taxes 822,656
Miscellaneous 194,357
----------
Total direct operating expenses 1,686,621
Net operating income $3,765,549
==========
</TABLE>
The accompanying notes are an integral part of this summary.
-2-
<PAGE> 16
EXCEL REALTY TRUST, INC. AND SPIEKER PROPERTIES, LP
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR THE PROPERTY ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
in the preparation of this Historical Summary. The Historical Summary
and notes are representations of Excel Realty Trust, Inc. and Spieker
Properties, LP, whose management are responsible for the integrity and
objectivity of this Historical Summary.
Business Activity - Excel Realty Trust, Inc. is headquartered in San
Diego, California. The Trust is a self-administered, self-managed
equity real estate investment trust which owns and manages
income-producing properties.
The acquired property is operated as a shopping center in the location
below with the anchor stores listed.
<TABLE>
<CAPTION>
Property Location Anchor Stores
------------- -------------- -----------------------------------
<S> <C> <C>
Rose Pavilion Pleasonton, CA Macy's Furniture, Levitz Furniture,
Galaxy 8 Cinema, Krause's Furniture
</TABLE>
Spieker Properties, LP has owned and managed the property. Retail
space is rented to tenants under noncancelable leases ranging from
three to twenty years, with renewal options available.
Form of Presentation - The Historical Summary is presented in
conformity with Rule 3-14 of the Securities and Exchange Commission.
Accordingly, certain expenses of the property are not included in the
summary, i.e., depreciation and interest.
Management has determined that after reasonable inquiry, it is not
aware of any material factors relating to the property reported on in
the accompanying Historical Summary which would cause the reported
financial information not to be indicative of future operating
results.
Revenue Recognition - Base rental income from leases is recorded when
due from tenants. Some of the leases include percentage rents and
overage rents based on the level of sales of the lessee. Leases
generally provide for tenant reimbursements of common area
maintenance. These reimbursements are included in the accompanying
Historical Summary as expense reimbursements.
Accounting Estimates - The preparation of the Historical Summary
includes estimates and assumptions that affect the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
-3-
<PAGE> 17
EXCEL REALTY TRUST, INC. AND SPIEKER PROPERTIES, LP
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR THE PROPERTY ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS
Retail space is leased to tenants under noncancelable operating
leases. The following is a schedule of future minimum rentals for the
next five years under the noncancelable leases after 1997:
ROSE PAVILION
(Pleasonton, CA)
Minimum Lease Schedule
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Macy's Furniture $443,520 $443,520 $510,048 $510,048 $510,048
Mail Box Place 12,384 12,636 12,900 13,164 --
Carpetland 35,136 35,136 35,712 36,288 36,288
Kasper's Hot Dogs 4,870 -- -- -- --
Enterprise Rent-A-Car 17,628 17,628 4,407 -- --
Parrot Cellular 8,608 -- -- -- --
3 Day Blinds 23,893 24,849 25,843 26,876 27,951
Artique 31,949 32,908 33,895 8,536 --
Rose Furniture 59,232 61,146 62,853 64,860 66,873
Sassy's Cafe -- -- -- -- --
Levitz Furniture 358,632 358,632 358,632 358,632 358,632
Erik's Deli 29,916 -- -- -- --
Newman Chiropractic 18,361 18,912 19,480 20,064 10,333
Pure Water -- -- -- -- --
Weight Watchers 74,556 77,538 80,640 83,865 87,220
Cookies by Design 30,696 -- -- -- --
Alpha Graphics 54,576 54,576 13,644 -- --
Subway 10,392 -- -- -- --
Tropical Solution 29,512 30,692 31,920 33,197 6,905
Pasta Villa 37,740 39,627 10,402 -- --
Pavilion Optical 26,328 26,328 6,582 -- --
Northwest Financial 29,268 29,268 30,898 31,224 31,224
Carlson Travel 81,744 82,184 84,824 87,464 90,102
Coffee Co. -- -- -- -- --
Tina's Nail Salon 17,184 7,160 -- -- --
Deco Cleaners -- -- -- -- --
Countrywide Home Loans 26,784 26,926 27,636 23,030 --
Nations 33,624 -- -- -- --
Wherehouse 150,860 51,840 -- -- --
Baskin Robbins 29,556 29,556 29,556 30,592 31,332
Cardinal Jewelers 24,264 -- -- -- --
Tobacco Loft 36,178 9,129 -- -- --
Bagelville 24,556 8,286 -- -- --
</TABLE>
-4-
<PAGE> 18
EXCEL REALTY TRUST, INC. AND SPIEKER PROPERTIES, LP
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT
OPERATING EXPENSES FOR THE PROPERTY ACQUIRED
BY EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
NOTE 2. MINIMUM FUTURE RENTALS (Continued)
<TABLE>
<CAPTION>
Years Ending December 31, 1998 1999 2000 2001 2002
- ------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Taco Bell 26,055 -- -- -- --
Good Looks Beauty Salon $ 53,517 $ 55,209 $ 13,908 $ -- $ --
Boston Market 69,384 71,118 79,788 79,788 79,788
Leather For Less 130,848 132,466 150,264 150,264 150,264
Outdoor World 204,508 208,381 213,804 213,804 213,804
Galaxy 8 Cinema 587,376 587,376 587,376 587,376 587,376
Kaufman and Broad 91,200 92,112 96,672 97,638 85,390
Ethan Allen 242,223 242,994 247,682 252,465 257,333
Golden Apple 34,560 34,560 36,574 38,016 15,840
Consignment Plus Home 137,700 137,700 144,590 145,968 153,258
Creative Comfort -- -- -- -- --
Me N Ed's Pizza 57,120 61,828 62,256 62,256 67,393
Wood A Faire 57,927 59,663 61,458 -- --
Krause's Furniture 162,864 162,864 162,864 162,864 166,936
Coldwell Banker 6,050 -- -- -- --
Image Signs 28,124 19,096 -- -- --
Gourmet Burritos 21,617 22,481 23,376 24,306 25,278
Goodyear 94,948 94,948 94,948 94,948 95,498
Oil Changers 75,900 75,900 75,900 75,900 78,746
TGI Friday's 153,696 153,696 157,287 159,852 159,852
---------- ---------- ---------- ---------- ----------
$3,997,564 $3,690,869 $3,588,619 $3,473,285 $3,393,664
========== ========== ========== ========== ==========
</TABLE>
The schedule of future minimum rentals is based on the actual noncancelable
lease terms in effect as of December 31, 1997. Many of the tenant leases contain
terms for renewal options, percentage rents and overage rents, and adjustments
based on changes in the consumer price index. These renewal options, percentage
rents and overage rents, and adjustments based on changes in the consumer price
index have not been reflected in the above noncancelable lease schedule.
All percentage rents and overage rents are contingent based on the tenant
achieving certain levels of sales. Not all of the leases have a provision for
percentage rents.
-5-
<PAGE> 1
EXHIBIT 99.02
EXCEL REALTY TRUST, INC.
PRO FORMA CONDENCED CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 1997 and the Three Months Ended March 31, 1998
(Dollars in thousands, except share and per share information)
The following unaudited Pro Forma Condensed Consolidated Statements of
Income has been presented as if the pending acquisitions had occurred on January
1, 1997. The unaudited Pro Forma Condensed Consolidated Statements of Income
should be read in conjunction with the consolidated financial statements of the
Company filed on Form 10-K and Form 10-Q for the year ended December 31, 1997
and the period ended March 31, 1998 respectively, and the Historical Summary of
Operating Revenues and Direct Operating Expenses for Selected Properties to be
Acquired by Excel Realty Trust, Inc. included elsewhere herein. In management's
opinion, all adjustments necessary to reflect this transaction have been made.
The unaudited Pro Forma Condensed Consolidated Statements of Income are not
necessarily indicative of what actual results of operations of the Company would
have been had this transaction actually occurred as of January 1, 1997, does not
include other transactions occurring after the periods presented, nor do they
purport to represent the results of operations of the Company for future
periods.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE THREE MONTHS ENDED
DECEMBER 31, 1997 MARCH 31, 1998
------------------------------------------------------------------------------------
Pro Forma Company Pro Forma Company
Historical Adjustments Pro Forma Historical Adjustments Pro Forma
--------------------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue: $105,458 $ 17,667 $ 123,125 $ 37,212 $ 4,333 $ 41,545
Direct Operating Expenses (19,069) (3,425) (22,494) (8,451) (822) (9,273)
and General and Administrative Expenses
Depreciation and amortization: (11,621) (2,738) (14,359) (4,150) (602) (4,752)
Interest Expense (A): (23,991) (12,225) (36,216) (7,824) (3,056) (10,880)
Real Estate Sales and Other Items (1,815) 0 (1,815) (428) 0 (428)
--------------------------------------- ----------------------------------------
Net Operating Income: $ 48,962 $(721) $ 48,241 $ 16,359 $ (147) $ 16,212
======================================= ========================================
Basic net income per share $ 2.06 $ 2.02 $ 0.52 $ 0.51
=========== =========== =========== ===========
Diluted net income per share $ 1.97 $ 1.93 $ 0.49 $ 0.48
=========== =========== =========== ===========
Basic Weighted Average Shares Outstanding 19,521,000 19,521,000 21,787,000 21,787,000
Diluted Weighted Average Shares Outstanding 20,708,000 20,708,000 23,966,000 23,966,000
</TABLE>
(A) Administrative and office expenses of the previous owner of the properties
has been excluded from the Pro Forma Adjustments.
(B) Pro Forma Adjustments assumes borrowings from the Company's credit facility
as noted on the Pro Forma Condensed Consolidated Balance Sheet were
outstanding at an average interest rate of 6.9%.
1
<PAGE> 2
EXHIBIT 99.02
EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
The following unaudited Pro Forma Condensed Consolidated Balance Sheet has been
presented as if the property acquisitions by the Company had occurred on March
31, 1998. The unaudited Pro Forma Condensed Consolidated Balance Sheet should be
read in conjunction with the consolidated financial statements of the Company
included in the Quarterly Reports on Form 10-Q for the fiscal quarter ended
March 31, 1998. In management's opinion, all pro forma adjustments have been
made that are necessary to reflect this transaction. The unaudited Pro Forma
Condensed Balance Sheet is not necessarily indicative of what the actual
financial position would have been at March 31, 1998, does not include other
transactions occurring after March 31, 1998, nor does it purport to present the
future financial position of the Company.
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA COMPANY
ASSETS COMPANY ADJUSTMENTS PROFORMA
<S> <C> <C> <C>
Real estate, net ................................ $ 881,650 $ 168,500 $1,050,150
Other assets .................................... 162,213 (3,589) 158,624
---------- --------- ----------
Total assets .............................. $1,043,863 $ 164,911 $1,208,774
========== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages and notes payable (1) ............ $ 362,738 $ 164,911 $ 527,649
Other liabilities .......................... 19,873 -- 19,873
---------- --------- ----------
Total liabilities .................... 382,611 164,911 547,522
Minority interest ............................... 41,430 -- 41,430
Stockholders' equity ............................ 619,822 -- 619,822
---------- --------- ----------
Total liabilities and stockholders' equity . $1,043,863 $ 164,911 $1,208,774
========== ========= ==========
</TABLE>
(1) Assumes cash requirements of the acquisitions, in excess of actual cash on
hand at March 31, 1998, were made from the Company's credit facility.
2
