<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM __________ TO __________
Commission file number 1-12244
NEW PLAN EXCEL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 33-0160389
(State or other Jurisdiction of (IRS Employer
Incorporation) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Office) (Zip Code)
212-869-3000
Registrant's Telephone Number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of common stock outstanding at July 27, 1999 was
88,768,737.
<PAGE> 2
Explanatory Note
This Form 10-Q/A for the quarter ended June 30, 1999 amends and restates in its
entirety the Company's Form 10-Q for the quarter ended June 30, 1999, as filed
with the Securities and Exchange Commission on August 11, 1999. This Form 10-Q/A
is being filed solely to correct the inadvertent omission in the Form 10-Q of
the "Cash and cash equivalents" number, as of June 30, 1999, on page 3.
<PAGE> 3
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 AND JULY 31, 1998
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JULY 31, 1998 JUNE 30, 1999 JULY 31, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Rental income and related revenues $ 103,394 $ 64,493 $ 207,717 $ 126,917
Interest, dividend and other income 6,027 933 12,870 1,990
--------- -------- --------- ---------
Total revenues 109,421 65,426 220,587 128,907
Expenses:
Operating costs 20,747 15,486 44,035 30,840
Real estate and other taxes 9,546 6,068 19,052 11,942
Interest 19,410 9,848 38,357 19,602
Depreciation and amortization 15,759 8,568 31,398 16,489
Provision for doubtful accounts 1,897 1,185 3,303 2,153
Non-recurring charge 8,429 -- 8,429 --
General and administrative 1,497 677 3,751 1,396
--------- -------- --------- ---------
Total expenses 77,285 41,832 148,325 82,422
--------- -------- --------- ---------
Income before real estate sales and
minority interest 32,136 23,594 72,262 46,485
Gain on sale of real estate and securities -- 18 -- 26
Minority interest in income of partnership (348) -- (805) --
--------- -------- --------- ---------
Net income 31,788 23,612 71,457 46,511
Unrealized gain (loss) on securities for the
period 72 (218) 1 (213)
--------- -------- --------- ---------
Comprehensive income $ 31,860 $ 23,394 $ 71,458 $ 46,298
========= ======== ========= =========
Net income available to common stock $ 26,129 $ 22,150 $ 59,996 $ 43,586
========= ======== ========= =========
Basic earnings per common share $ 0.29 $ 0.37 $ 0.68 $ 0.73
========= ======== ========= =========
Diluted earnings per common share $ 0.29 $ 0.37 $ 0.67 $ 0.73
========= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 4
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1999 AND DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
UNAUDITED
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
<S> <C> <C>
ASSETS
Real estate:
Land $ 551,806 $ 545,400
Building and improvements 2,315,999 2,280,069
Accumulated depreciation (188,991) (158,021)
----------- -----------
Net real estate 2,678,814 2,667,448
Cash and cash equivalents 24,907 13,951
Marketable securities 1,735 1,700
Receivables:
Trade, less allowance for doubtful accounts of $14,560 and
$11,636 at June 30, 1999 and December 31, 1998, respectively 24,216 23,422
Other 22,899 16,621
Mortgages and notes receivable 157,947 150,123
Prepaid expenses and deferred charges 8,937 6,181
Other assets 15,583 15,100
----------- -----------
$ 2,935,038 $ 2,894,546
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages payable, including unamortized premium of $10,836 and
$12,345 at June 30, 1999 and December 31, 1998, respectively $ 363,379 $ 388,185
Notes payable, net of unamortized discount of $1,036 and
$1,141 at June 30, 1999 and December 31, 1998, respectively 488,964 489,235
Credit facilities 294,336 200,500
Capital leases 27,351 27,351
Other liabilities 84,171 45,909
Tenant security deposits 7,308 7,141
----------- -----------
Total liabilities 1,265,509 1,158,321
----------- -----------
Minority interest in partnership 40,347 40,651
----------- -----------
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.01 par value, 25,000 shares authorized: 4,600
shares designated as 8 1/2% Series A Cumulative Convertible
Preferred, 1,507 and 2,033 shares outstanding at June 30,
1999 and December 31, 1998, respectively; 6,300 depository
shares, each representing 1/10 of one share of 8 5/8% Series B
Cumulative Redeemable Preferred, 630 shares outstanding at
June 30, 1999 and December 31, 1998, respectively; 1,500
depositary shares, each representing 1/10 of one share of
Series D Cumulative Voting Step-Up Premium Rate Preferred,
150 shares outstanding at June 30, 1999 and December 31,
1998 24 29
Common stock, $.01 par value, 250,000 shares authorized;
88,404 and 88,384 shares issued and outstanding as of
June 30, 1999 and December 31, 1998, respectively 884 884
Additional paid-in capital 1,721,964 1,735,207
Loans receivable for purchase of shares of beneficial interest (2,022) (2,022)
Accumulated other comprehensive income 727 726
Accumulated distribution in excess of net income (92,395) (39,250)
----------- -----------
Total stockholders' equity 1,629,182 1,695,574
----------- -----------
$ 2,935,038 $ 2,894,546
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 5
NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND JULY 31, 1998
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, 1999 JULY 31, 1998
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 71,457 $ 46,511
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization 31,398 16,489
Amortization of premium/discount on mortgages and notes payable (1,404) 39
Provision for doubtful accounts 3,303 2,153
Gain on sale of securities, net -- (26)
Minority interest in income of partnership 805 --
Income from investment in ERT Development Corporation (897) --
Changes in operating assets and liabilities, net:
Change in trade and notes receivable (4,097) (964)
Change in other receivables (6,365) 214
Change in other liabilities (3,201) 4,379
Change in sundry assets and liabilities (2,603) 1,763
-------- --------
Net cash provided by operating activities 88,396 70,558
-------- --------
Cash flows from investing activities:
Real estate acquisitions and building improvements (36,209) (64,662)
Advances for mortgage notes receivable, net (4,953) --
Advances to ERT Development Corporation (3,509) --
Repayments of mortgage notes receivable 638 9,004
Sales of marketable securities 53 31
Purchases of marketable securities -- (1)
-------- --------
Net cash used in investing activities (43,980) (55,628)
-------- --------
Cash flows from financing activities:
Principal payments of mortgages and notes payable (29,030) (1,289)
Dividends paid (83,139) (47,151)
Proceeds from dividend reinvestment plan 10,932 9,342
Proceeds from credit facility borrowing 93,836 --
Proceeds from exercise of stock options 639 958
Distributions paid to minority partners (1,879) --
Payments for the repurchase of common stock (24,819) --
Repayment of loans receivable for the purchase of common stock -- 113
-------- --------
Net cash used in financing activities (33,460) (38,027)
-------- --------
Net increase (decrease) in cash and cash equivalents 10,956 (23,097)
Cash and cash equivalents at beginning of year 13,951 49,381
-------- --------
Cash and cash equivalents at end of year $ 24,907 $ 26,284
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A: FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules of the Securities and Exchange
Commission ("SEC") and, in the opinion of the Company, include all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of financial position, results of operations and cash flows in accordance with
generally accepted accounting principles. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such SEC rules. The Company believes that the disclosures made are
adequate to make the information presented not misleading. The consolidated
statements of income for the three months and six months ended June 30, 1999 and
July 31, 1998 are not necessarily indicative of the results expected for the
full year. These financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's annual
report on Form 10-K/A for the year ended December 31, 1998.
Excel Realty Trust, Inc. ("Excel") was formed in 1985 and subsequently
reincorporated as a Maryland corporation. New Plan Realty Trust (the "Trust")
was organized in 1972 as a Massachusetts business trust. On September 28, 1998,
Excel and the Trust consummated a merger (the "Merger") pursuant to an Agreement
and Plan of Merger dated as of May 14, 1998, as amended as of August 7, 1998
(the "Merger Agreement"). As discussed more fully in the Company's Annual Report
on Form 10-K/A, the Merger was treated as a purchase by the Trust of the assets
and liabilities of Excel using the purchase method of accounting. Therefore,
financial statements and related disclosures herein for periods prior to
September 28, 1998 are that of the Trust. Immediately following the Merger, each
of the Company and the Trust adopted a fiscal year end of December 31. The
Trust's fiscal year end prior to the Merger was July 31, and accordingly,
comparative information reported in this Form 10-Q for 1998 represents
information previously reported by the Trust for the three-month and six-month
periods ended July 31, 1998. Immediately following the Merger, each of the
Company and the Trust adopted a fiscal year end of December 31, 1998.
NOTE B: RECENTLY ISSUED ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments imbedded in other contracts, and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value as issued. SFAS No. 133 is effective January 1,
2000; however, SFAS 137, "Deferral of the Effective Date of SFAS 133", extends
the effective date for the Company to January 2001. The Company does not
anticipate that the adoption of SFAS 133 will have a material impact on its
financial statements.
NOTE C: INTERNAL SOFTWARE COSTS
Any costs associated with modifying computer software for Year 2000 compliance
are expensed as incurred.
NOTE D: STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE
In the six months ended June 30, 1999 and July 31, 1998, the Company acquired
properties by assuming mortgages payable of $5.4 million and $45.7 million,
respectively. In addition, in connection with the purchase of a certain
property, the seller was issued partnership units in Excel Realty Partners, L.P.
valued at $770,000. The amounts paid for interest for the six months ended June
30, 1999 and July 31, 1998 were $37.9 million and $18.0 million, respectively.
State and local income taxes paid for the six months ended June 30, 1999 and
July 31, 1998 were $215,000 and $49,000, respectively.
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<PAGE> 7
NOTE E: STOCKHOLDERS' EQUITY
Earnings Per Share (EPS)
In accordance with the disclosure requirements of SFAS No. 128, a reconciliation
of the numerator and denominator of basic and diluted EPS is provided as follows
(in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
Basic EPS JUNE 30, 1999 JULY 31, 1998 JUNE 30, 1999 JULY 31, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 31,788 $ 23,612 $ 71,457 $ 46,511
Preferred dividends (5,659) (1,462) (11,461) (2,925)
-------- -------- -------- --------
Net income available to common
stock $ 26,129 $ 22,150 $ 59,996 $ 43,586
======== ======== ======== ========
Denominator:
Weighted average number of shares
of common stock outstanding 88,815 59,711 88,810 59,616
======== ======== ======== ========
Earnings Per Share $ 0.29 $ 0.37 $ 0.68 $ 0.73
======== ======== ======== ========
Diluted EPS
Numerator:
Net income $ 31,788 $ 23,612 $ 71,457 $ 46,511
Preferred dividends (5,659) (1,462) (11,461) (2,925)
Minority interest 348 -- 805 --
-------- -------- -------- --------
Net income available to common
stock $ 26,477 $ 22,150 $ 60,801 $ 43,586
======== ======== ======== ========
Denominator:
Weighted average number of shares
of common stock outstanding 88,815 59,711 88,810 59,616
Common stock options and warrants 78 376 119 446
Excel Realty Partners, L.P. third
party units 2,220 -- 2,211 _--
-------- -------- -------- --------
91,113 60,087 91,140 60,062
======== ======== ======== ========
Earnings Per Share $ 0.29 $ 0.37 $ 0.67 $ 0.73
======== ======== ======== ========
</TABLE>
At June 30, 1999, there were 1,506,760 shares of 8 1/2% Series A Cumulative
Convertible Preferred stock outstanding which are not included in the
calculation of earnings per share because they are anti-dilutive.
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<PAGE> 8
NOTE F: SEGMENT INFORMATION
The Company's two reportable business segments are retail and residential
properties. At June 30, 1999, the retail segment consists of 304 shopping
centers (included in this amount are 11 commercial and miscellaneous properties)
and the residential segment consists of 55 garden apartment communities.
Selected financial information for each segment is as follows (in thousands):
<TABLE>
<CAPTION>
RETAIL RESIDENTIAL OTHER TOTAL
------ ----------- ----- -----
<S> <C> <C> <C> <C>
FOR THREE MONTHS ENDED
JUNE 30, 1999
Revenue $ 83,986 $ 19,408 $ 6,027 $109,421
Operating expenses and minority interest 21,957 10,233 10,274 42,464
Interest expense 19,410 19,410
Depreciation and amortization 13,538 2,221 15,759
---------- -------- ----------- -----------
Net income $ 48,491 $ 6,954 ($ 23,657) $ 31,788
========== ======== =========== ===========
Real Estate Assets, net $2,324,347 $354,467 $ 2,678,814
========== ======== ===========
FOR THREE MONTHS ENDED
JULY 31, 1998
Revenue $ 46,004 $ 18,489 $ 933 $ 65,426
Operating expenses and minority interest 12,841 9,898 677 23,416
Interest expense 9,848 9,848
Depreciation and amortization 6,524 2,044 8,568
Gain on sale of securities/properties 18 18
---------- -------- ----------- -----------
Net income $ 26,639 $ 6,547 ($ 9,574) $ 23,612
========== ======== =========== ===========
Real Estate Assets, net $ 977,618 $338,142 $ 1,315,760
========== ======== ===========
FOR SIX MONTHS ENDED
JUNE 30, 1999
Revenue $ 168,939 $ 38,778 $ 12,870 $220,587
Operating expenses and minority interest 45,593 20,797 12,985 79,375
Interest expense 38,357 38,357
Depreciation and amortization 27,003 4,395 31,398
---------- -------- ----------- -----------
Net income $ 96,343 $ 13,586 ($ 38,472) $ 71,457
========== ======== =========== ===========
Real Estate Assets, net $2,324,347 $354,467 $ 2,678,814
========== ======== ===========
FOR SIX MONTHS ENDED
JULY 31, 1998
Revenue $ 90,703 $ 36,214 $ 1,990 $128,907
Operating expenses and minority interest 25,439 19,496 1,396 46,331
Interest expense 19,602 19,602
Depreciation and amortization 12,544 3,945 16,489
Gain on sale of securities/properties 26 26
---------- -------- ----------- -----------
Net income $ 52,720 $ 12,773 ($ 18,982) $ 46,511
========== ======== =========== ===========
Real Estate Assets, net $ 977,618 $338,142 $ 1,315,760
========== ======== ===========
</TABLE>
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<PAGE> 9
NOTE G: ERT DEVELOPMENT CORPORATION
The Company has made certain loan guarantees related to development projects in
which ERT Development Corporation ("ERT") has a joint venture interest. The
Company owns 100% of the preferred stock of ERT and the Company receives 95% of
the dividends, if any. An ERT joint venture project in Florida has a
construction loan expected to total $100 million. The Company has guaranteed $30
million of this loan. The Company has also guaranteed up to $68 million of a
construction loan on an ERT development project in Texas.
ERT DEVELOPMENT CORPORATION
SUMMARY FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS)
<TABLE>
<S> <C>
Total revenues $ 11,129
Interest expense to New Plan Realty Trust, Inc. (7,170)
Other expenses (3,062)
--------
Net income $ 897
========
</TABLE>
NOTE H: ENVIRONMENTAL MATTERS
Under various federal, state and local laws, ordinances and regulations, the
Company may be considered an owner or operator of real property or may have
arranged for the disposal or treatment of hazardous or toxic substances and,
therefore, may become liable for the costs of removal or remediation of certain
hazardous substances released on or in 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 Company knew of, or was
responsible for, the presence of such hazardous or toxic substances. Except as
discussed below, the Company is not aware of any significant environmental
condition at any of its properties.
Soil and groundwater contamination exists at certain of the Company's
properties. The Company currently estimates that the total cost of remediation
of environmental conditions at these properties will be in the range of
approximately $2.8 million to $6.5 million. In connection with certain of these
properties, the Company has entered into remediation and indemnity agreements,
which obligate the prior owners of the properties (including in some cases,
principals of the prior owners) to perform the remediation and to indemnify the
Company for any losses the Company may suffer because of the contamination or
remediation. Although there can be no assurance that the remediation estimates
of the Company will prove accurate or that the prior owners will perform their
obligations under the remediation and indemnity agreements, the Company does not
expect the environmental conditions at these properties to have a material
adverse effect on the Company. The Company has also identified asbestos minerals
relating to spray-applied fireproofing materials at certain properties. Included
in other liabilities in the Company's Consolidated Balance Sheets at June 30,
1999 is $3.2 million related to the clean-up of these asbestos minerals.
NOTE I: NON-RECURRING CHARGE
In April 1999, seven executives, all formerly of Excel Realty Trust, Inc.,
resigned. These resignations occurred under the terms of Resignation and Release
Agreements between the executives and New Plan Excel Realty Trust, Inc. They
provided for payment by the Company of severance benefits, the cancellation of
certain "in the money" vested options in exchange for the payment of the value
of the option and the repurchase of Company stock owned by these executives. As
of June 30, 1999, $8.4 million has been recorded as a non-recurring charge, of
which $140,000 has yet to be paid. This charge comprises $1.7 million in
severance payments, $6.0 million in stock compensation expense and $0.7 million
of other costs.
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<PAGE> 10
NOTE J: SUBSEQUENT EVENTS
In July 1999, the Company issued $175 million aggregate principal amount of
notes under its Medium-Term Notes program in two series. The Company issued $150
million of one series with a 10-year maturity and a coupon of 7.4%. The Company
issued $25 million of another series with a 30-year maturity and a coupon of
7.5%. The net proceeds of these issuances were used to reduce the outstanding
balance on one of the Company's unsecured credit facilities.
On August 5, 1999, the Company consummated an internal merger transaction
pursuant to which substantially all of the assets and liabilities of the Trust
were merged up into the Company and became direct assets and liabilities of the
Company. In connection with this transaction, all of the Trust's outstanding
publicly issued debt (i.e., debt issued under the Trust's Indenture dated as of
March 29, 1995) was assumed by the Company. In addition, as a result of the
merger transaction, the existing guarantees by the Trust of certain of the
Company's outstanding publicly issued debt (i.e., debt issued under the
Company's Indenture dated as of February 3, 1999) were terminated in accordance
with the terms of the Indenture.
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<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the Company's
condensed consolidated financial statements and notes thereto as of June 30,
1999 included in this quarterly report and the Company's Annual report on Form
10-K/A for the year ended December 31, 1998. This quarterly report contains
forward-looking statements. Such statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievement of the Company to be materially different from the results of
operations or plan expressed or implied by such forward-looking statements.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations has been the principal source of capital to fund the
Company's ongoing operations. The Company's issuance of common and preferred
stock, use of the Company's revolving credit facilities and financing from
unsecured notes and mortgage debt have been the principal sources of capital
required to fund its growth.
In order to continue to expand and develop its portfolio of properties and other
investments, the Company intends to finance future acquisitions and growth
through the most advantageous sources of capital available to the Company at the
time. This may include the sale of common stock, preferred stock or debt
securities through public offerings or private placements, incurring additional
indebtedness through secured or unsecured borrowings, and the reinvestment of
proceeds from the disposition of assets. The Company also may enter into joint
ventures with institutions to acquire large properties. In these instances, the
Company generally receives property management and leasing fees in addition to a
disproportionate share of the profits after a preferred return is received by
the institutional partner. The Company's financing strategy is to maintain a
strong and flexible financial position by (i) maintaining a prudent level of
leverage, (ii) maintaining a large pool of unencumbered properties, (iii)
managing its exposure to interest rate risk represented by its floating rate
debt, (iv) where possible, amortizing existing non-recourse mortgage debt
secured by specific properties over the term of the leases with anchor tenants
at such mortgaged properties, and (v) maintaining a conservative distribution
payout ratio.
On June 30, 1999, the Company had approximately $26.6 million in available cash,
cash equivalents and marketable securities.
Debt as of June 30, 1999 consisted of $363.4 million of mortgages payable and
$783.3 million of notes payable. Included in the outstanding notes payable is
$294.3 million outstanding on the Company's two unsecured credit facilities. One
facility is for $250.0 million through December 1999, with an interest rate of
LIBOR plus 1.2%, of which $244.3 million was outstanding at June 30, 1999. The
covenants of the credit facility include maintaining certain ratios such as
liabilities to assets of less than 50% and maintaining a minimum interest
coverage ratio of 2 to 1. The Company also has an unsecured revolving credit
facility of $50 million through November 1999, all of which was outstanding at
June 30, 1999. This credit facility contains covenants that are similar to the
covenants contained in the Company's $250 million credit facility.
In November 1998, the Company filed a $1 billion shelf registration statement.
This registration statement was filed for the purpose of issuing debt
securities, preferred stock, depository shares, common stock, warrants or
rights. On February 3, 1999, the Company established under this shelf
registration statement a program for the sale of up to $500 million aggregate
principal amount of medium-term notes due nine months or more from date of
issue.
In July 1999, the Company issued $175 million aggregate principal amount of
notes under its Medium-Term Notes program in two series. The Company issued $150
million with a 10-year maturity and a coupon of 7.4%. The Company issued $25
million of another series with a 30-year maturity and a coupon of 7.5%. The net
proceeds of these issuances were used to reduce the outstanding balance on one
of the Company's unsecured credit facilities.
On August 5, 1999, the Company consummated a merger transaction pursuant to
which substantially all of the assets and liabilities of the Trust were merged
up into the Company and became direct assets and liabilities of the Company. In
connection with this transaction, all of the Trust's outstanding publicly issued
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<PAGE> 12
debt (i.e., debt issued under the Trust's Indenture dated as of March 29, 1995)
was assumed by the Company. In addition, as a result of the merger transaction,
the existing guarantees by the Trust of certain of the Company's outstanding
publicly issued debt (i.e., debt issued under the Company's Indenture dated as
of February 3, 1999) were terminated in accordance with the terms of the
Indenture.
Other sources of funds are available to the Company. Based on management's
internal valuation of the Company's properties, many of which are free and clear
of mortgages, the estimated value is considerably in excess of the outstanding
mortgage indebtedness. Accordingly, management believes that potential exists
for additional mortgage financing as well as unsecured borrowing capacity from
banks and other lenders.
The Company had three classes of preferred stock outstanding as of June 30,
1999: (i) 1,507,000 shares of 8 1/2% Series A Cumulative Convertible Preferred
Stock which have an annual distribution of $2.125 per share payable quarterly;
(ii) 6,300,000 depositary shares, each representing 1/10 of a share of 8 5/8%
Series B Cumulative Redeemable Preferred Stock, with an annual distribution of
$2.15625 per depositary share payable quarterly; and (iii) 1,500,000 depositary
shares, each representing 1/10 of one share of 7.8% Series D Cumulative Voting
Step-Up Premium Rate Preferred Stock, with a liquidation preference and annual
distribution of $50 and $3.90 per depositary share, respectively.
The current quarterly dividend on the Company's common stock is $.4050 per share
(equivalent to $1.62 per share on an annualized basis). The Company anticipates
that the quarterly dividend will increase at least $.0025 per share per quarter
(which quarterly increases amount to $.01 per share on an annualized basis and
effectively increase the annualized dividend rate by $.04 per share for each
share held over a 12-month period) until the annualized quarterly dividend on
the Company's common stock is at least $1.67 per share. The maintenance of this
dividend policy will be subject to various factors, including the discretion of
the Board of Directors of the Company, the ability to pay dividends under
applicable law and the effect which the payment of dividends may have from time
to time on the maintenance by the Company of its status as a REIT.
In the normal course of business, the Company also faces risks that are either
non-financial or non-qualitative. Such risks principally include credit risks
and legal risks and are not included in the aforementioned notes, but are
described in "Item 1. Business -- Risk Factors" in the Company's Annual Report
on Form 10-K/A for the year ended December 31, 1998.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments imbedded in other contracts, and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value as issued. SFAS No. 133 is effective January 1,
2000; however, SFAS 137, "Deferral of the Effective Date of SFAS 133", extends
the effective date for the Company to January 2001. The Company does not
anticipate that the adoption of SFAS 133 will have a material effect on its
financial statements.
-11-
<PAGE> 13
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
AND JULY 31, 1998
The results of operations reflected in the Consolidated Statements of Income and
Comprehensive Income include post-Merger results for the three months and six
months ended June 30, 1999 and pre-Merger results of New Plan Realty Trust for
the three months and six months ended July 31, 1998. The following includes pro
forma financial information presented as if the Merger had been consummated on
February 1, 1998 in order to make the comparison of these periods more
informative. Except as stated otherwise, the discussions below relate to
comparison of pro forma results for the three-month and six-month periods ended
June 30, 1999 to pro forma results for the three-month and six-month periods
ended July 31, 1998. The pro forma information is not necessarily indicative of
what results would have been had the Merger actually occurred on February 1,
1998.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND JULY 31, 1998
<TABLE>
<CAPTION>
THREE MONTHS ENDED,
JUNE 30, 1999 JULY 31, 1998 JULY 31, 1998
(ACTUAL) (PRO FORMA) (ACTUAL)
--------- --------- -------
(In thousands, except per share amounts)
<S> <C> <C> <C>
Revenues:
Retail $ 83,986 $ 77,601 $46,004
Residential 19,408 18,489 18,489
Interest, dividend and other 6,027 5,300 933
--------- --------- -------
Total revenues 109,421 101,390 65,426
Expenses:
Operating costs 20,747 19,932 15,486
Real estate and other taxes 9,546 8,846 6,068
Interest 19,410 16,349 9,848
Depreciation and amortization 15,759 14,457 8,568
Provision for doubtful accounts 1,897 1,534 1,185
Non-recurring charge 8,429 -- --
General and administrative 1,497 1,527 677
--------- --------- -------
Total expenses 77,285 62,645 41,832
Gain on sale of real estate/securities -- 328 18
Minority interest (348) (408) --
--------- --------- -------
Net income $ 31,788 $ 38,665 $23,612
========= ========= =======
Net income per common share:
Basic $ 0.29 $ 0.37 $ 0.37
========= ========= =======
Diluted $ 0.29 $ 0.36 $ 0.37
========= ========= =======
</TABLE>
The Company acquired 25 properties between May 1, 1998 and June 30, 1999,
including 22 retail and three residential properties. These acquisitions
produced revenue increases of $5.6 million and $1.2 million between the three
months ended July 31, 1998 and the three months ended June 30, 1999 for the
retail and residential portfolios, respectively. The remaining $0.8 million
increase and $0.3 decrease represent a 1.0% increase and 1.4 % decrease in the
retail and residential portfolios, respectively. The increase in interest,
dividend and other income was due principally to a foreign currency gain of $0.2
million for the three months ended June 30, 1999 compared to a foreign currency
loss of $0.4 million for the three months ended July 31, 1998.
Property acquisitions resulted in $4.3 million of the $14.6 million increase in
total expenses, including a $1.3 million increase in operating costs, $1.1
million in additional depreciation, $0.6 million in additional real estate and
taxes, and $1.2 million in interest expense. The remaining $1.8 million increase
in interest expense was primarily the result of increased credit line borrowing
in connection with property acquisitions and the severance costs and common
stock repurchases resulting from the resignation of seven executives all
formally of Excel Realty Trust, Inc. The $8.4 million non-recurring charge is a
result of $1.7 million in severance payments, $6.0 million in stock compensation
expense and $0.7 million of other costs related to the resignation of the
aforementioned seven executives which occurred in April 1999.
-12-
<PAGE> 14
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND JULY 31, 1998
<TABLE>
<CAPTION>
SIX MONTHS ENDED,
JUNE 30, 1999 JULY 31, 1998 JULY 31, 1998
(ACTUAL) (PRO FORMA) (ACTUAL)
------------- ----------------- -------------
(In thousands, except per share amounts)
<S> <C> <C> <C>
Revenues:
Retail $ 168,939 $ 153,000 $ 90,703
Residential 38,778 36,213 36,214
Interest, dividend and other 12,870 10,722 1,990
--------- --------- --------
Total revenues 220,587 199,935 128,907
Expenses:
Operating costs 44,035 39,305 30,840
Real estate and other taxes 19,052 17,733 11,942
Interest 38,357 32,734 19,602
Depreciation and amortization 31,398 28,048 16,489
Provision for doubtful accounts 3,303 2,972 2,153
Non-recurring charge 8,429 -- --
General and administrative 3,751 2,767 1,396
--------- --------- --------
Total expenses 148,325 123,559 82,422
Gain on sale of real estate/securities -- 312 26
Minority interest (805) (812) --
--------- --------- --------
Net income $ 71,457 $ 75,876 $ 46,511
========= ========= ========
Net income per common share:
Basic $ 0.68 $ 0.77 $ 0.73
========= ========= ========
Diluted $ 0.67 $ 0.75 $ 0.73
========= ========= ========
</TABLE>
The Company acquired 35 properties between January 1, 1998 and June 30, 1999,
including 30 retail and five residential properties. These acquisitions produced
revenue increases of $13.9 million and $2.7 million between the six months ended
July 31, 1998 and the six months ended June 30, 1999 for the retail and
residential portfolios, respectively. The remaining $2.0 million and $0.1
decrease represent a 1.3% increase and 0.5% decrease in the retail and
residential portfolios, respectively. The increase in interest, dividend and
other income was principally due to a $1.0 million improvement in the Company's
equity participation in ERT Development Corporation ("ERT"). Of this increase,
$1.8 million is associated with lease termination fees received on a property
held by ERT. This was offset by ERT's participation in joint venture losses
caused by the excess of interest carrying costs over net operating income on a
property that is just emerging from the development stage. In addition there was
a foreign currency gain of $0.5 million in the six months ended June 30, 1999
compared to a foreign currency loss of $0.3 million in the six months ended July
31, 1998.
Property acquisitions resulted in $10.6 million of the $24.8 million increase in
total expenses, including a $2.3 million increase in operating costs, $3.5
million in additional depreciation, $1.7 million in additional real estate and
taxes, and $2.7 million in interest expense. The remaining $2.4 million increase
in operating costs is principally attributable to increases in snow removal,
utilities and contract services in the current year. The remaining $2.9 million
increase in interest expense was primarily the result of increased credit line
borrowing in connection with property acquisitions and severance costs and
common stock repurchases resulting from the resignation of seven executives, all
formally of Excel Realty Trust, Inc. General and administrative costs increases
of $1.0 million primarily relate to staffing increases, and to increases in
compensation. The $8.4 million non-recurring charge is a result of payments of
$1.7 million in severance payments, $6.0 million in stock compensation expense
and $0.7 million of other costs related to the resignation of the aforementioned
seven executives in April 1999.
FUNDS FROM OPERATIONS
The company calculates funds from operations ("FFO") as net income attributable
to common shares on a diluted basis before gain or loss on sales of real estate
and securities, plus depreciation and amortization on real estate and amortized
leasing commission costs, and other non-recurring items. FFO is not a substitute
for cash flows from operations or net income as defined by generally accepted
accounting
-13-
<PAGE> 15
principles, should not be considered as a measure of liquidity or an indication
of performance and may not be comparable to other similarly titled measures of
other REITs. FFO is presented because industry analysts and the Company consider
FFO to be an appropriate supplemental measure of performance of REITs.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JULY 31, JUNE 30, JULY 31,
1999 1998 1999 1998
-------- -------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net income $ 31,788 $ 23,612 $ 71,457 $ 46,511
Preferred Dividends (5,659) (1,462) (11,461) (2,925)
Minority interest 348 -- 805 --
-------- -------- --------- --------
Net income attributable to common shares - diluted 26,477 22,150 60,801 43,586
Gain on sale of real estate and securities -- (18) -- (26)
Depreciation and amortization 15,759 8,568 31,398 16,489
Non-recurring charge 8,429 -- 8,429 --
-------- -------- --------- --------
Funds from operations $ 50,665 $ 30,700 $ 100,628 $ 60,049
======== ======== ========= ========
Weighted average of common shares outstanding - diluted 91,113 60,087 91,140 60,062
======== ======== ========= ========
FFO per share - diluted $ 0.56 $ 0.51 $ 1.10 $ 1.00
======== ======== ========= ========
</TABLE>
COMMITMENTS AND CONTINGENCIES
Loan Commitments
The Company has made certain loan guarantees related to development projects in
which ERT Development Corporation ("ERT") has a joint venture interest. The
Company owns 100% of the preferred stock of ERT (equal to 95% of the economic
interest in ERT). An ERT joint venture project in Florida has a construction
loan expected to total $100 million. The Company has guaranteed $30 million of
this loan. The Company has also guaranteed up to $68 million of a construction
loan on an ERT development project in Texas.
Environmental Matters
Under various federal, state and local laws, ordinances and regulations, the
Company may be considered an owner or operator of real property or may have
arranged for the disposal or treatment of hazardous or toxic substances and,
therefore, may become liable for the costs of removal or remediation of certain
hazardous substances released on or in 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 Company knew of, or was
responsible for, the presence of such hazardous or toxic substances. Except as
discussed below, the Company is not aware of any significant environmental
condition at any of its properties.
Soil and groundwater contamination exists at certain of the Company's
properties. The Company currently estimates that the total cost of remediation
of environmental conditions at these properties will be approximately in the
range of $2.8 million to $6.5 million. In connection with certain of these
properties, the Company has entered into remediation and indemnity agreements,
which obligate the prior owners of the properties (including in some cases,
principals of the prior owners) to perform the remediation and to indemnify the
Company for any losses the Company may suffer because of the contamination or
remediation. Although there can be no assurance that the remediation estimates
of the Company will prove accurate or that the prior owners will perform their
obligations under the remediation and indemnity agreements, the Company does not
expect the environmental conditions at these properties to have a material
adverse effect on the Company. The Company has also identified asbestos minerals
relating to spray-applied fireproofing materials at certain properties. Included
in other liabilities in the Company's Consolidated Balance Sheets at June 30,
1999 is $3.2 million related to the clean-up of these asbestos minerals.
-14-
<PAGE> 16
YEAR 2000 COMPLIANCE
Year 2000 Compliance Readiness
The Company's centralized corporate business and technical information systems
have been assessed as to Year 2000 compliance and functionality. Year 2000
compliance issues with respect to the Company's internal business and technical
information systems were remediated as of June 30, 1998. See "Year 2000
Compliance Detail" below. In addition, the Company has completed the
identification and review of major computer hardware and software suppliers and
has verified the Year 2000 preparedness of these suppliers.
Year 2000 Compliance Detail
The Company addressed the Year 2000 issue with respect to the following: (i) the
Company's information technology and operating systems, including its billing,
accounting and financial reporting systems; (ii) the Company's non-information
technology systems, including building access, parking lot light and energy
management, equipment and other infrastructure systems that may contain or use
computer systems or embedded micro controller technology; and (iii) certain
systems of the Company's major suppliers and material service providers (insofar
as such systems relate to the Company's business activities such as payroll,
health services and alarm systems). As described below, the Company's Year 2000
review involves (a) an assessment of the Year 2000 problems that may affect the
Company, (b) the development of remedies to address the problems discovered in
the assessment phase to the extent practical or feasible, (c) the testing of
such remedies and (d) the preparation of contingency plans to deal with worst
case scenarios.
Assessment Phase
As part of the internal assessment phase, the Company has attempted to
substantially identify all the major components of the systems described above.
In determining the extent to which such systems are vulnerable to the Year 2000
issue, the Company has evaluated internally developed and/or purchased software
applications and property operational control systems (e.g., heating ventilation
and air conditioning (HVAC), lighting timers, alarms, fire, sewage and access).
In addition, in October 1998, the Company began sending letters to or making
inquiries of certain of its major suppliers and service providers, requesting
them to provide the Company with assurance of existing or anticipated Year 2000
compliance by their systems insofar as the systems relate to their activities
with the Company. The Company completed its distribution of these inquiries by
May 31, 1999. The Company requested that all responses to the inquiries be
returned to it no later than June 30, 1999. As of July 20, 1999, 70% have
responded. Utility companies, municipalities and other governmental bodies make
up the 30% of no responses.
Remediation and Testing Phase
Based upon the assessment and remediation efforts to date, the Company has
completed, tested and put on line the Year 2000 compliance modification in all
the internally developed software for its accounting and property management
applications. The Company's computer terminals or personal computers are Year
2000 compliant in all material respects. The Company expects to have replaced
all non-compliant PC terminals by September 30, 1999. A conservative, "worst
case" scenario is included in the cost estimate. The versions of the purchased
software that the Company uses for spread sheet analysis, database applications,
word processing systems and its apartment rent collection system have been
tested and are compliant. The outsourced payroll service and the integrated
internal input system are compliant. The servers used in our internet access
communication and data collection networks are Year 2000 compliant. Home office
and operations field office phone systems are Year 2000 compliant. Based on the
expanded needs of the Company, replacement of the home office phone system
(including the voicemail system) is scheduled to occur by September 30, 1999. 54
of the 55 phone systems at the apartment communities are assessed as Year 2000
compliant. The analysis has not been completed at one. Most of the Company's
shopping centers are "open air" type and are simple and very limited in terms of
technology. Field systems for shopping center HVAC, sprinkler and lighting are
more than 95% reviewed and Year 2000 compliant for those systems supplied by the
Company (some are supplied by tenants). The systems not supplied by the
-15-
<PAGE> 17
Company, the number of which is small, are being reviewed and are not projected
to have a material impact. All of the 55 apartment communities have had reviews
completed and, except for phone systems (as discussed above), are Year 2000
compliant.
Costs Related to the Year 2000 Issue
The total historical or anticipated remaining costs for the Year 2000
remediation are estimated to be immaterial to the Company's financial condition.
The costs to date have been expensed as incurred and consist of immaterial
internal staff costs and other expenses such as telephone and mailing costs. The
Company currently estimates that to have all systems Year 2000 compliant will
require certain additional expenditures. At this time, the expenditures are
expected to range from a total of $60,000 to a "worst case" of $260,000.
Risks and Contingency Plans
Considering the substantial progress made to date, the Company does not
anticipate delays in finalizing internal Year 2000 remediation within remaining
time schedules. However, third parties having a material relationship with the
Company (e.g., utilities, financial institutions, major tenants, suppliers,
governmental agencies and municipalities) may be a potential risk based on their
individual Year 2000 preparedness which may not be within the Company's
reasonable control. The failure of critical third parties' computer software
programs and operating systems to achieve Year 2000 compliance may result in
system malfunctions or failures. Such an occurrence would potentially affect the
ability of the third party to operate its business and thereby raise adequate
revenue to meet its contractual obligations to the Company or provide services
to the Company. In that event, the Company may not receive revenue or services
that it had otherwise expected to receive pursuant to existing leases and
contracts. The failure of critical third parties to achieve Year 2000 compliance
may have a material adverse impact on the Company's business, operating results
and financial condition.
The Company is continuing the process of identifying and reviewing the Year 2000
preparedness of third parties. As the results of that review develop, the
Company will determine what course of action and contingencies, if any, can be
made.
Although the Company's Year 2000 efforts are intended to minimize the adverse
effects of the Year 2000 issue on the Company's business, operating results and
financial condition, the actual effects of the issue and the success or failure
of the Company's efforts cannot be known until the year 2000. At this point, the
Company believes that the most likely external sources of a material adverse
impact on the Company's business, operating results and financial condition as a
result of Year 2000 issues are utilities (i.e., electricity, natural gas,
telephone service and water) furnished by third parties to the Company and a
wide universe of other customers, none of which are readily available from
alternate sources. The reasonably likely worst case scenario that could affect
the Company's business, operating results and financial condition would be a
widespread prolonged power failure affecting a substantial number of the
geographic regions in which the Company's properties are located. In the event
of such a widespread prolonged power failure, a significant number of tenants
may not be able to operate their stores and, as a result, their ability to pay
rent could be substantially impaired. The Company is not aware of an
economically feasible contingency plan which could be implemented to prevent
such a power failure from having a material adverse effect on the Company's
business, operating results and financial condition.
-16-
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1999 annual meeting of stockholders was held on June 3, 1999.
Proxies for the meeting were solicited by the Company pursuant to Regulation 14
under the Securities Exchange Act of 1934; there was no solicitation in
opposition to management's nominees as listed in the proxy statement and all of
such nominees were elected.
Proposal One: Election of three Directors.
(a) Votes of 71,890,056 shares were cast for the election of Dean
Bernstein as a Director; votes of 1,191,425 were withheld.
(b) Votes of 71,903,458 shares were cast for the election of
Raymond H. Bottorf as a Director; votes of 1,178,023 were
withheld.
(c) Votes of 71,848,687 shares were cast for the election of
Gregory White as a Director; votes of 1,232,793 were withheld.
There were no abstentions or broker non-votes in connection with this
proposal.
Proposal Two: To approve a specific limitation on the number of incentive
stock options available to be granted under the Company's 1993 Stock Option
Plan.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
71,030,993 1,480,973 569,545
</TABLE>
-17-
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 3.1 - Amendments to the Bylaws of the Company,
dated April 21, 1999
Exhibit 3.2 - Amendment to the Bylaws of the Company,
dated June 3, 1999
Exhibit 12.1 - Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements
Exhibit 27 - Financial Data Schedule (This exhibit is
filed for EDGAR filing purposes only.)
(b) During the period covered by this report the Company filed the
following reports on Form 8-K:
Form 8-K filed on April 22, 1999 relating to the execution of a
Master Separation Agreement among the Company, ERT Development
Corporation and Excel Legacy Corporation and relating to the
resignation of certain former Excel Realty Trust, Inc. executive
officers and directors.
Form 8-K filed on May 5, 1999 relating to an amendment to the
Company's Rights Plan.
SIGNATURE
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: December 7, 1999
NEW PLAN EXCEL REALTY TRUST, INC.
By: /s/ Michael I. Brown
--------------------------------
Michael I. Brown
Controller and
Chief Accounting Officer
By: /s/ James M. Steuterman
--------------------------------
James M. Steuterman
Chief Operating Officer and
Executive Vice President
-18-
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
3.1 Amendments to the Bylaws of the Company, dated April 21, 1999
3.2 Amendment to the Bylaws of the Company, dated June 3, 1999
12.1 Ratio of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements
27 Financial Data Schedule (Included only
in EDGAR filing)
</TABLE>
-19-
<PAGE> 1
EXHIBIT 3.1
AMENDMENTS TO THE BY-LAWS OF
NEW PLAN EXCEL REALTY TRUST, INC.
1. Article II, Section 2 of the Company By-laws is hereby amended by
inserting the following proviso at the end thereof.
"; provided, however, that for purposes of the Corporation's 1999
annual meeting of stockholders, said annual meeting of stockholders
may be held on a date and at a time set by the Board of Directors
during the month of June of that year."
2. Article IV, Section 1 of the Company By-laws is hereby amended by
deleting from the first sentence thereof the parenthetical and text which reads
"(provided that the Investment Committee shall be composed of four directors)".
3. Article IV, Section 5 of the Company By-laws is hereby amend by
replacing the first sentence thereof in its entirety as follows (for
convenience, changes are marked below):
"Section 5. INVESTMENT COMMITTEE. The Board of Directors shall
appoint an Investment Committee composed of at least two directors. Subject to
requirements under applicable law regarding action or approval by the Board of
Directors or any Stockholders, as the case may be, the Investment Committee will
have the power and authority (i) but only by the affirmative consent of at 75%
of the members, to approve on behalf of the Corporation any acquisition or
disposition with a purchase price (taking into account purchase money financing
and assumption of existing mortgage indebtedness) of less than three percent
(3%) of the total assets (before accumulated depreciation and amortization) of
the Corporation and its consolidated subsidiaries determined in accordance with
generally accepted accounting principles at the time such transaction is entered
into and (ii) also to approve any such transaction with such a purchase price in
an amount in excess of three percent (3%), but less than six percent (6%), of
total assets (before accumulated depreciation and amortization) of the
Corporation and its consolidated subsidiaries, determined in accordance with
generally accepted accounting principles, by the consent of all the members of
the Investment Committee and two additional members of the Board of Directors of
the Corporation.
<PAGE> 1
EXHIBIT 3.2
AMENDMENT TO THE BY-LAWS OF
NEW PLAN EXCEL REALTY TRUST, INC.
Article IV, Section 5 of the Company By-laws is hereby amended by
replacing the first two sentences thereof in their entirety with the following
two sentences:
"The Board of Directors shall appoint an Investment Committee composed of
at least two directors. Subject to requirements under applicable law regarding
action or approval by the Board of Directors or any Stockholders, as the case
may be, the Investment Committee will have the power and authority to approve on
behalf of the Corporation (i) any acquisition or disposition with a purchase
price (taking into account purchase money financing and assumption of existing
mortgage indebtedness) ("Purchase Price") of less than three percent (3%) of the
total assets (before accumulated depreciation and amortization) of the
Corporation and its consolidated subsidiaries determined in accordance with
generally accepted accounting principles at the time such transaction is entered
into ("Total Assets"), but only by the affirmative vote of a majority of its
members and (ii) any acquisition or disposition with a Purchase Price in an
amount in excess of three percent (3%), but less than six percent (6%), of Total
Assets, but only by the affirmative vote of a majority of its members and the
affirmative vote of two additional members of the Board of Directors of the
Corporation, one of which two additional members shall be the Chairman of the
Board so long as the Chairman of the Board is not on the Investment Committee.
Notwithstanding the foregoing, with respect to the transactions described in
clause (ii) above, nothing shall preclude the Board of Directors of the
Corporation from approving any such transaction."
<PAGE> 1
EXHIBIT 12.1
RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
The ratio of earnings to fixed charges and preferred stock dividend
requirements for the six-month period ended June 30, 1999 was: 2.2:1
For purposes of computing these ratios, earnings have been calculated by
adding fixed charges (excluding capitalized interest) to income before
extraordinary items. Fixed charges consist of interest costs, whether expensed
or capitalized, preferred stock dividend requirements, the interest component of
rental expense, if any, and amortization of debt discounts and issue costs,
whether expensed or capitalized.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
SIX MONTHS ENDED JUNE 30, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<S> <C>
EARNINGS:
Net income $ 71,457
Interest expense (including amortization debt discount /
premium and debt issuing costs) 38,357
Amortization of capitalized interest 78
Other adjustments 205
--------
$110,097
========
FIXED CHARGES:
Interest expense (including amortization of debt discount /
premium and debt issuing costs) $ 38,357
Interest capitalized during the period 126
Preferred stock dividends 11,461
Other adjustments 205
--------
$ 50,149
========
RATIO OF EARNINGS TO FIXED CHARGES 2.2:1
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 24,907
<SECURITIES> 1,735
<RECEIVABLES> 24,216
<ALLOWANCES> 14,560
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,867,805
<DEPRECIATION> 188,991
<TOTAL-ASSETS> 2,935,038
<CURRENT-LIABILITIES> 0
<BONDS> 1,146,679
0
24
<COMMON> 884
<OTHER-SE> (91,668)
<TOTAL-LIABILITY-AND-EQUITY> 2,935,038
<SALES> 0
<TOTAL-REVENUES> 220,587
<CGS> 0
<TOTAL-COSTS> 106,665
<OTHER-EXPENSES> 805
<LOSS-PROVISION> 3,303
<INTEREST-EXPENSE> 38,357
<INCOME-PRETAX> 71,457
<INCOME-TAX> 0
<INCOME-CONTINUING> 71,457
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,457
<EPS-BASIC> 0.68
<EPS-DILUTED> 0.67
</TABLE>
