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):  March 6, 2003

 

NEW PLAN EXCEL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Item 9.            Regulation FD Disclosure

 

Included herein beginning on page A-1 is a copy of certain Supplemental Disclosure of the Registrant for the quarter ended December 31, 2002.

 

 

 

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 hereunto duly authorized.

 

	New Plan Excel Realty Trust, Inc.
Date:  March 6, 2003	By:	/s/ STEVEN F. SIEGEL
		Steven F. Siegel
		Executive Vice President, General Counsel and Secretary

 

 

 

 

SUPPLEMENTAL DISCLOSURE

 

Quarter Ended December 31, 2002

 

Certain statements in this Supplemental Disclosure that are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company to differ materially from historical results or from any results expressed or implied by such forward-looking statements, including without limitation: changes in the global political environment; national and local economic conditions; the competitive environment in which the Company operates; financing risks; property management risks; acquisition, disposition, development and joint venture risks, including risks that developments and redevelopments are not completed on time or on budget and strategies, actions and performance of affiliates that the Company may not control; potential environmental and other liabilities; and other factors affecting the real estate industry generally. The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled “Business-Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, which discuss these and other factors that could adversely affect the Company’s results.

 

 

 

A-1

 

New Plan Excel Realty Trust, Inc.

Supplemental Disclousre – Quarter Ended December 31, 2002

 

Table of Contents

 

Fourth Quarter Review / Shareholder Information	A-2
Financial Review
Balance Sheets	A-5
Income Statements	A-6
Funds from Operations / Funds Available for Distribution / Capital Expenditures	A-7
Selected Financial Ratios / Data	A-8
Summary of Outstanding Debt	A-9
Debt Maturity Schedule	A-10
Activity Review
2002 Portfolio / Property Acquisitions	A-11
2002 Portfolio / Property Dispositions	A-12
2002 Redevelopment / Outparcel Development Activities	A-13
Portfolio Review
Property Type Summary	A-14
Properties by State / Region	A-15
Same Property NOI Analysis	A-16
Top Ten Tenants	A-17
New Lease Summary	A-18
Lease Expiration Schedule	A-19
Property Portfolio	A-20
Appendix
Summary of Joint Venture Projects	A-28
Joint Venture Projects - Acquisition Activity	A-29
Joint Venture Projects - Disposition Activity	A-30

 

 

 

New Plan Excel Realty Trust, Inc.

Supplemental Disclousre – Quarter Ended December 31, 2002

Fourth Quarter Review / Shareholder Information

 

New Plan Excel Realty Trust, Inc. is one of the nation’s largest real estate companies, focusing on the ownership and management of community and neighborhood shopping centers.  The Company operates as a self-administered and self-managed REIT, with a national portfolio of 394 properties and total assets of approximately $3.5 billion.  Its properties are strategically located across 35 states and include 349 community and neighborhood shopping centers, primarily grocery or name-brand discount chain anchored, with approximately 48.9 million square feet of gross leasable area, and 45 related retail real estate assets, with approximately 2.9 million square feet of gross leasable area.

 

Fourth Quarter Review

 

Financial Review

 

•                                          On November 6, 2002, the Company increased the maximum amount available under its Term Loan Facility with Fleet National Bank by $30 million to $155 million and extended the maturity date until December 31, 2003.

 

Activity Review

 

•                                          On December 12, 2002, the Company acquired a portfolio of 57 community and neighborhood shopping centers from Equity Investment Group, a private retail focused REIT.  The acquisition of one additional shopping center from Equity Investment Group was completed in January 2003.  The aggregate purchase price for the acquisition was approximately $437 million, consisting of the assumption of approximately $149 million of outstanding indebtedness, the issuance of approximately $25 million of units in a partnership controlled by New Plan and approximately $263 million of cash.  The cash component of the acquisition was financed through borrowings under the Company’s existing credit facility (a portion of which was subsequently paid down with proceeds generated from the sale of four of the Company’s factory outlet centers).

 

•                                          Also during the fourth quarter, the Company acquired Midway Market Square, a 234,670 square foot shopping center located in Elyria, Ohio, for approximately $24 million, including $18 million of assumed mortgage indebtedness.  In total, 151 shopping centers, totaling approximately 18.5 million square feet, were acquired during 2002 for an aggregate of approximately $1.2 billion.

 

•                                          On December 19, 2002, the Company sold four of its factory outlet centers to Chelsea Property Group for gross proceeds of approximately $193 million.

 

•                                          Also during the fourth quarter, the Company sold eight properties for an aggregate of approximately $23 million.  Properties sold during the quarter include Woodland Plaza, a 31,008 square foot shopping center located in Warsaw, Indiana; Pasadena Park, a 163,767 square foot shopping center located in Pasadena, Texas; Stein Mart Center, a 112,708 square foot shopping center located in Poway, California; Wilson Shopping Center, a 104,982 square foot shopping center  located in Wilson, North Carolina; Factory Merchants Ft. Chiswell, a 175,578 square foot factory outlet center located in Max Meadows, Virginia; a 45,510 square foot single tenant building located in Muskogee, Oklahoma; a 44,374 square foot single tenant 24 Hour Fitness located in Phoenix, Arizona; and a 4,654 square foot single tenant High Ridge Daycare located in High Ridge, Missouri.  In total, 27 properties, including ten shopping centers, five factory outlet centers, nine single tenant properties, one miscellaneous property, one outparcel and one land parcel, were sold during 2002 for an aggregate of approximately $250 million.

 

 

 

A-2

 

 

Portfolio Review

 

•                                          At the end of the fourth quarter, the gross leasable area (GLA) for the Company’s community and neighborhood shopping centers, excluding properties under redevelopment, was approximately 91 percent leased.  The GLA for the Company’s overall portfolio, excluding properties under redevelopment, was approximately 90 percent leased at December 31, 2002 and when including properties under redevelopment, the GLA for the overall portfolio was approximately 90 percent leased. The average annual base rent (ABR) per leased square foot at December 31, 2002 for the Company’s overall portfolio was $7.71.  During the quarter, 136 new leases, aggregating approximately 601,000 square feet, were signed at an average ABR of $9.43 per square foot.  Also during the quarter, 164 renewal leases, aggregating approximately 821,000 square feet, were signed at an average ABR of $7.42 per square foot, an increase of approximately 6.0 percent over the expiring leases.  In total, 533 new leases, aggregating approximately 2.2 million square feet, were signed during 2002 at an average ABR of $9.98 per square foot and 696 renewal leases, aggregating approximately 2.9 million square feet, were signed at an average ABR of $8.73 per square foot, an increase of approximately 6.1 percent over the expiring leases.

 

Joint Venture Projects / Notes Receivable

 

•                                          On October 11, 2002, New Plan sold individual land parcels accounting for approximately 450,000 square feet of anchor space at Clearwater Mall, located in Clearwater, Florida, to Costco, Lowe’s and Target.  The Company then contributed the remaining mall property to the joint venture currently redeveloping the property as a large open-air community shopping center, encompassing approximately 740,000 square feet of retail space.  Also on October 11, 2002, the joint venture closed an approximately $36 million construction loan with Wells Fargo.  New Plan received approximately $28 million from the land sales and loan transaction.

 

•                                          On November 25, 2002, a U.S. partnership comprised substantially of foreign investors purchased a 70 percent interest in The Centre at Preston Ridge – Phase 1, reducing New Plan’s ownership interest to 25 percent from 50 percent.  New Plan received proceeds of approximately $28 million in connection with the sale and will continue to receive leasing commissions and property management fees.  During 2002, the Company generated approximately $108 million of capital through joint venture transactions and the repayment of unscheduled debt.  In addition, approximately $14 million of land parcels were sold during 2002 at properties where the Company holds either a note receivable or joint venture interest.

 

•                                          On December 31, 2002, CA New Plan Venture Fund, the Company’s joint venture with a major U.S. pension fund in which New Plan provides 10 percent of the capital, acquired Ridglea Plaza.  The 197,601 square foot grocery-anchored community shopping center was purchased for approximately $14 million, with 75 percent financing.

 

Subsequent Events

 

•                                          On January 3, 2003, the Company acquired a portfolio of seven grocery-anchored neighborhood shopping centers located in Michigan and aggregating 534,386 square feet for approximately $46 million.

 

 

 

A-3

 

 

Shareholder Information

 

Corporate Headquarters		Transfer Agent and Registrar
New Plan Excel Realty Trust, Inc. 1120 Avenue of the Americas New York, NY  10036		Questions about dividend payments, shareholder accounts, replacement or lost certificates, stock transfers and name or address changes should be directed to:
Phone:  212-869-3000
Fax:  212-869-3989		EquiServe Trust Company, N.A.
www.newplan.com		P.O. Box 43010
		Providence, RI  02940-3010
Exchange Listing		Phone:  800-730-6001
New York Stock Exchange		www.equiserve.com
Common stock:  NXL
Series B preferred stock:  NXLprB		Corporate Communications Department
		Shareholders seeking financial and operating information may contact:
Senior Unsecured Debt Ratings
Standard & Poor’s:  BBB		Stacy Lipschitz
Moody’s:  Baa2		Vice President - Corporate Communications
		Phone:  212-869-3000
Quarterly Results		Fax:  212-869-3989
The Company expects to announce quarterly results as follows:		E-mail:	corporatecommunications@newplan.com slipschitz@newplan.com

 

First quarter 2003: May 8, 2003

Second quarter 2003: August 7, 2003

Third quarter 2003: October 30, 2003

 

The financial information included in this Supplemental Disclosure is only a summary of more detailed financial information included in the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, which documents are filed with the Securities and Exchange Commission.  For a more complete presentation and analysis of the Company’s financial information, please read these reports.  These reports are available on the SEC’s Internet site at www.sec.gov.  In addition, these reports are available on the Company’s website at www.newplan.com, under Investor Information; Financial Reports.

 

Funds from Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance to net income calculated in accordance with generally accepted accounting principles (“GAAP”).  The Company calculates FFO in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (the “White Paper”).  The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of property, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.  Given the nature of the Company’s business as a real estate owner and operator, the Company believes that FFO is helpful to investors as a measure of its operational performance because it excludes various items included in net income that do not relate to or are not indicative of its operating performance such as various non-recurring items, gains and losses on sales of real estate and real estate related depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult to compare.  FFO should not, however, be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s financial performance, is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, and is not indicative of funds available to fund the Company’s cash needs, including its ability to make distributions.  The Company’s computation of FFO may differ from the methodology utilized by other equity REITs to calculate FFO and, therefore, may not be comparable to such other REITs.

 

 

 

A-4

 

 

New Plan Excel Realty Trust, Inc.

Supplemental Disclosure - Quarter Ended December 31, 2002

Balance Sheets

(Unaudited, in thousands)

 

		As Of
		12/31/02			09/30/02			06/30/02			03/31/02			12/31/01
Assets:
Land		$	830,376		$	731,480		$	712,391		$	711,673		$	498,859
Buildings and improvements		2,735,046			2,599,462			2,598,266			2,591,388			2,184,787
Less: accumulated depreciation and amortization		(295,946		)	(310,113		)	(294,846		)	(281,573		)	(269,755		)
Net real estate		3,269,476			3,020,829			3,015,811			3,021,488			2,413,891
Real estate held for sale		21,276			44,743			41,019			58,873			20,747
Cash and cash equivalents		8,528			6,384			16,220			4,978			7,163
Restricted cash(1)		52,930			13,126			13,399			12,860			—
Marketable securities		2,115			2,098			2,206			2,080			1,887
Receivables
Trade, net of allowance for doubtful accounts of (December 31, 2002- $15,307, September 30, 2002- $14,874, June 30, 2002- $16,076, March 31, 2002 - $14,995, December 31, 2001- $15,633)		46,990			46,408			49,084			44,597			43,555
Other		43,479			18,965			10,497			10,331			8,736
Mortgages and notes receivable		2,632			2,939			40,014			44,496			45,360
Prepaid expenses and deferred charges		21,527			24,480			23,980			16,910			15,964
Investments in / advances to unconsolidated ventures(2)		31,234			53,518			54,244			50,118			41,876
Other assets(3)		15,092			21,663			20,394			24,033			23,687
TOTAL ASSETS		$	3,515,279		$	3,255,153		$	3,286,868		$	3,290,764		$	2,622,866
Liabilities:
Mortgages payable, including unamortized premium of (December 31, 2002- $20,403, September 30, 2002- $5,059, June 30, 2002- $5,336, March 31, 2002- $5,653, December 31, 2001- $6,063)		$	671,200		$	504,743		$	508,633		$	523,037		$	241,436
Notes payable, net of unamortized discount of (December 31, 2002- $2,222, September 30, 2002- $2,325, June 30, 2002- $2,428, March 31, 2002- $1,664, December 31, 2001- $1,752)		783,927			783,873			781,854			613,336			613,248
Notes payable, other(4)		28,349			—			—			—			—
Credit facilities		230,000			185,000			205,000			365,000			95,000
Capital leases		28,866			28,961			29,033			29,102			29,170
Dividends payable		44,836			44,827			44,866			44,616			41,692
Other liabilities (5)		106,690			107,959			103,023			91,643			80,982
Tenant security deposits		9,128			8,213			8,041			7,751			5,833
TOTAL LIABILITIES		1,902,996			1,663,576			1,680,450			1,674,485			1,107,361
Minority interest in consolidated partnership		39,434			13,966			14,203			20,167			22,267
Stockholders’ equity:
Preferred stock		8			8			23			23			23
Common stock		968			968			950			944			873
Additional paid-in capital		1,825,820			1,825,654			1,833,128			1,821,908			1,697,570
Accumulated other comprehensive loss		(593		)	(979		)	(1,887		)	(842		)	(1,965		)
Less: accumulated distributions in excess of net income		(253,354		)	(248,040		)	(239,999		)	(225,921		)	(203,263		)
TOTAL STOCKHOLDERS’ EQUITY		1,572,849			1,577,611			1,592,215			1,596,112			1,493,238
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	3,515,279		$	3,255,153		$	3,286,868		$	3,290,764		$	2,622,866

 

(1)   Consists primarily of cash held in escrow accounts as required by the REMIC mortgage payable deed of trust agreement and other loan agreements. 

(2)   Represents direct equity investments in Benbrooke Ventures, CA New Plan Venture Fund, Clearwater Mall, LLC, The Centre at Preston Ridge and Vail Ranch II and an outstanding notes receivable related to The Centre at Preston Ridge.

(3)   Other assets include: deposits, real estate tax escrow and furniture and fixtures.

(4)   Represents a promissory note issued in connection with the Equity Investment Group portfolio acquisition on December 12, 2002.  This note was repaid in full on January 2, 2003.

(5)   Other liabilities include: amounts payable for real estate taxes, interest, payroll and normal vendor payables.

The above does not purport to disclose all items required under GAAP.

The Company’s Form 10-K for the year ended December 31, 2002 should be read in conjunction with the above information.

 

 

 

A-5

 

New Plan Excel Realty Trust, Inc.

Supplemental Disclosure - Quarter Ended December 31, 2002

Income Statements

(Unaudited, in thousands, except per share amounts)

 

		Three Months Ended																								Twelve Months Ended
		12/31/02			09/30/02			06/30/02			03/31/02			12/31/01			09/30/01			06/30/01			03/31/01			12/31/02			12/31/01
Rental Revenues:
Rental income		$	82,139		$	81,421		$	79,365		$	67,414		$	61,664		$	59,749		$	58,715		$	57,882		$	310,339		$	238,010
Percentage rents		1,626			1,205			1,482			2,336			935			1,321			889			2,038			6,649			5,183
Expense reimbursements		21,288			18,528			20,504			15,091			15,441			13,229			13,332			12,604			75,411			54,606
TOTAL RENTAL REVENUES		105,053			101,154			101,351			84,841			78,040			74,299			72,936			72,524			392,399			297,799
Rental Operating Expenses:
Operating costs		20,019			17,534			17,046			13,325			14,447			11,547			11,471			10,612			67,924			48,078
Real estate and other taxes		13,097			12,400			11,905			9,433			8,812			8,223			8,053			8,128			46,835			33,216
Provision for doubtful accounts		2,156			2,181			2,018			2,624			1,510			1,032			1,322			1,750			8,979			5,614
TOTAL RENTAL OPERATING EXPENSES		35,272			32,115			30,969			25,382			24,769			20,802			20,846			20,490			123,738			86,908
NET OPERATING INCOME		69,781			69,039			70,382			59,459			53,271			53,497			52,090			52,034			268,661			210,891
Other Income:
Interest, dividend and other income		2,074			3,042			2,736			3,162			3,338			3,297			3,793			3,793			11,014			13,990
Equity participation in ERT		—			—			—			—			—			—			(2,855		)	(1,458		)	—			(4,313		)
Equity in income of unconsolidated ventures		1,511			1,177			838			1,718			941			44			—			—			5,244			985
Foreign currency (loss) gain		—			(397		)	403			(19		)	(61		)	(369		)	349			(479		)	(13		)	(560		)
TOTAL OTHER INCOME		3,585			3,822			3,977			4,861			4,218			2,972			1,287			1,856			16,245			10,102
Other Expenses:
Interest expense		24,582			24,617			24,046			19,708			17,759			20,141			19,727			20,907			92,953			78,534
Depreciation and amortization		17,347			16,639			17,336			14,901			13,575			13,302			12,641			12,216			66,223			51,733
Severance costs		—			—			—			—			896			—			—			—			—			896
General and administrative		4,567			4,186			5,432			3,693			3,485			2,097			2,539			2,185			17,878			10,306
TOTAL OTHER EXPENSES		46,496			45,442			46,814			38,302			35,715			35,540			34,907			35,308			177,054			141,469
Income before real estate sales, impairment of real estate and minority interest		26,870			27,419			27,545			26,018			21,774			20,929			18,470			18,582			107,852			79,524
Gain (loss) on sale of real estate		—			—			52			319			927			700			8			(25		)	371			1,610
Impairment of real estate		(88,000		)	(229		)	—			—			(959		)	(8,774		)	(1,135		)	(2,239		)	(88,229		)	(13,107		)
Minority interest in income of consolidated partnership		(224		)	(74		)	(104		)	(240		)	(207		)	(215		)	(208		)	(218		)	(642		)	(848		)
INCOME FROM CONTINUING OPERATIONS		(61,354		)	27,116			27,493			26,097			21,535			12,640			17,135			16,100			19,352			67,179
Discontinued Operations:
Results of discontinued operations		4,863			5,688			5,688			5,453			5,582			8,921			10,646			11,103			21,692			36,483
Gain (loss) on sale of discontinued operations(1)		99,330			(284		)	1,755			(133		)	—			1,500			—			—			100,668			1,500
Impairment of real estate held for sale		(2,999		)	(2,729		)	(4,175		)	(9,429		)	—			—			—			—			(19,332		)	—
INCOME FROM DISCONTINUED OPERATIONS		101,194			2,675			3,268			(4,109		)	5,582			10,421			10,646			11,103			103,028			37,983
NET INCOME BEFORE EXTRAORDINARY ITEM		39,840			29,791			30,761			21,988			27,117			23,061			27,781			27,203			122,380			105,162
Extraordinary item(2)		(318		)	—			—			—			—			—			—			—			(318		)	—
NET INCOME		$	39,522		$	29,791		$	30,761		$	21,988		$	27,117		$	23,061		$	27,781		$	27,203		$	122,062		$	105,162
Preferred dividends		(4,859		)	(4,859		)	(5,646		)	(5,659		)	(5,660		)	(5,660		)	(5,660		)	(5,659		)	(21,023		)	(22,639		)
Discount on redemption of preferred stock		—			6,997			—			—			—			—			—			—			6,997			—
NET INCOME  AVAILABLE TO COMMON STOCKHOLDERS - BASIC(3)		34,981			31,929			25,115			16,329			21,457			17,401			22,121			21,544			108,354			82,523
Minority interest in income of consolidated partnership		224			74			104			240			207			215			208			218			642			848
NET INCOME  AVAILABLE TO COMMON STOCKHOLDERS - DILUTED(3)		$	35,205		$	32,003		$	25,219		$	16,569		$	21,664		$	17,616		$	22,329		$	21,762		$	108,996		$	83,371
NET INCOME PER COMMON SHARE - BASIC(3)		$	0.36		$	0.33		$	0.27		$	0.18		$	0.25		$	0.20		$	0.25		$	0.25		$	1.14		$	0.95
NET INCOME PER COMMON SHARE - DILUTED(3)		0.36			0.33			0.26			0.18			0.24			0.20			0.25			0.25			1.13			0.94
Weighted average common shares outstanding - basic		96,900			96,617			94,701			92,191			87,337			87,210			87,206			87,208			95,119			87,241
ERP partnership units		1,081			798			894			1,116			1,227			1,235			1,235			1,235			897			1,231
Options		442			519			621			575			492			355			313			169			536			327
Weighted average common shares outstanding - diluted		98,423			97,934			96,216			93,882			89,056			88,800			88,754			88,612			96,552			88,799

 

(1)   For the three and twelve months ended December 31, 2002, balances include approximately $17.0 million of previously deferred gain incurred in connection with the Company’s sale of its garden apartment portfolio in 2001, as well as approximately $1.8 million resulting from the sale of individual land parcels at Clearwater Mall in 4Q 2002. The sale of the land parcels occurred prior to the Company’s contribution of the remaining mall property to the joint venture currently redeveloping the property, resulting in the entire gain being recorded by the Company.

(2)   4Q 2002 write-off of mortgage premium / discount resulting from the prepayment of the San Dimas and Roanoke Landing mortgages.

(3)   Excludes extraordinary item.

On July 1, 2001, the Company acquired the 5 percent economic interest in ERT Development Corporation (ERT) not previously owned by the Company.  As a result, activities of ERT and the Company have been consolidated for GAAP purposes.

The above does not purport to disclose all items required under GAAP.

The Company’s Form 10-K for the year ended December 31, 2002 should be read in conjunction with the above information.

 

 

 

A-6

 

 

New Plan Excel Realty Trust, Inc.

Supplemental Disclosure - Quarter Ended December 31, 2002

Funds from Operations / Funds Available for Distribution / Capital Expenditures

(In thousands, except per share amounts)

 

		Three Months Ended																								Twelve Months Ended
		12/31/02			09/30/02			06/30/02			03/31/02			12/31/01			09/30/01			06/30/01			03/31/01			12/31/02			12/31/01
Funds from Operations:
Net income before extraordinary item		$	39,840		$	29,791		$	30,761		$	21,988		$	27,117		$	23,061		$	27,781		$	27,203		$	122,380		$	105,162
Add:
Depreciation and amortization
Continuing operations real estate assets(1)		17,775			16,966			17,677			15,209			14,006			13,352			14,079			13,698			67,627			55,135
Discontinued operations real estate assets		141			1,153			1,224			1,482			1,431			4,449			4,089			3,859			4,000			13,828
Impairment of real estate
Impairment of real estate		88,000			229			—			—			959			8,774			1,878			2,239			88,229			13,850
Impairment of real estate held for sale		2,999			2,729			4,175			9,429			—			—			—			—			19,332			—
Deduct:
Preferred A dividends (2)		—			—			(787		)	(800		)	(801		)	(801		)	(801		)	(800		)	(1,587		)	(3,203		)
Preferred B dividends		(3,396		)	(3,396		)	(3,396		)	(3,396		)	(3,396		)	(3,396		)	(3,396		)	(3,396		)	(13,584		)	(13,584		)
Preferred D dividends		(1,463		)	(1,463		)	(1,463		)	(1,463		)	(1,463		)	(1,463		)	(1,463		)	(1,463		)	(5,852		)	(5,852		)
(Gain) loss on sale of real estate (3)		—			—			(10		)	(192		)	(859		)	63			614			25			(202		)	88
(Gain) loss on sale of discontinued operations (3) (4)		(97,538		)	284			(1,755		)	133			245			(1,500		)	—			—			(98,876		)	(1,500		)
FUNDS FROM OPERATIONS - BASIC		46,358			46,293			46,426			42,390			37,239			42,539			42,781			41,365			181,467			163,924
Add:
Preferred A dividends (2)		—			—			787			800			801			801			801			800			1,587			3,203
Minority interest in income of consolidated partnership		224			74			104			240			207			215			208			218			642			848
FUNDS FROM OPERATIONS - DILUTED		$	46,582		$	46,367		$	47,317		$	43,430		$	38,247		$	43,555		$	43,790		$	42,383		$	183,696		$	167,975
FUNDS FROM OPERATIONS PER SHARE - BASIC		$	0.48		$	0.48		$	0.49		$	0.46		$	0.43		$	0.49		$	0.49		$	0.47		$	1.91		$	1.88
FUNDS FROM OPERATIONS PER SHARE - DILUTED		0.47			0.47			0.48			0.45			0.42			0.48			0.48			0.47			1.88			1.85
Weighted average common shares outstanding - basic		96,900			96,617			94,701			92,191			87,337			87,210			87,206			87,208			95,119			87,241
ERP partnership units		1,081			798			894			1,116			1,227			1,235			1,235			1,235			897			1,231
Options		442			519			621			575			492			355			313			169			536			327
Dilutive effect of convertible Preferred A(2)		—			—			1,856			1,874			1,874			1,874			1,874			1,874			937			1,874
Weighted average common shares outstanding - diluted		98,423			97,934			98,072			95,756			90,930			90,674			90,628			90,486			97,489			90,673
Funds Available for Distribution:
Funds from operations - diluted		$	46,582		$	46,367		$	47,317		$	43,430		$	38,247		$	43,555		$	43,790		$	42,383		$	183,696		$	167,975
Straight line rents		(1,234		)	(924		)	(1,414		)	(503		)	(1,067		)	(389		)	(817		)	29			(4,075		)	(2,244		)
Tenant improvements		(2,486		)	(3,445		)	(2,845		)	(2,408		)	(3,493		)	(2,743		)	(822		)	(2,372		)	(11,184		)	(9,430		)
Leasing commissions		(1,783		)	(873		)	(882		)	(387		)	(690		)	(635		)	(255		)	(153		)	(3,925		)	(1,733		)
Building improvements capitalized		(3,326		)	(2,994		)	(2,603		)	(1,865		)	(3,404		)	(6,547		)	(5,613		)	(3,747		)	(10,788		)	(19,311		)
FUNDS AVAILABLE FOR DISTRIBUTION		$	37,753		$	38,131		$	39,573		$	38,267		$	29,593		$	33,241		$	36,283		$	36,140		$	153,724		$	135,257
FUNDS AVAILABLE FOR DISTRIBUTION PER SHARE - BASIC		$	0.39		$	0.39		$	0.42		$	0.42		$	0.34		$	0.38		$	0.42		$	0.41		$	1.62		$	1.55
FUNDS AVAILABLE FOR DISTRIBUTION PER SHARE - DILUTED		0.38			0.39			0.40			0.40			0.33			0.37			0.40			0.40			1.58			1.49
Dividend per Common share		$	0.41250		$	0.41250		$	0.41250		$	0.41250		$	0.41250		$	0.41250		$	0.41250		$	0.41250		$	1.65000		$	1.65000
Dividend per Preferred A share(2)		—			—			0.53125			0.53125			0.53125			0.53125			0.53125			0.53125			1.06250			2.12500
Dividend per Preferred B share		0.53906			0.53906			0.53906			0.53906			0.53906			0.53906			0.53906			0.53906			0.53906			2.15624
Dividend per Preferred D share		0.97500			0.97500			0.97500			0.97500			0.97500			0.97500			0.97500			0.97500			0.97500			3.90000
Common dividends		$	39,978		$	39,968		$	39,221		$	38,957		$	35,975		$	35,977		$	35,973		$	36,037		$	158,124		$	143,962
Preferred A dividends(2)		—			—			787			800			801			801			801			800			1,587			3,203
Preferred B dividends		3,396			3,396			3,396			3,396			3,396			3,396			3,396			3,396			13,584			13,534
Preferred D dividends		1,463			1,463			1,463			1,463			1,463			1,463			1,463			1,463			5,852			5,852
TOTAL DISTRIBUTIONS		$	44,837		$	44,827		$	44,867		$	44,616		$	41,635		$	41,637		$	41,633		$	41,696		$	179,147		$	166,551
Payout ratio of common dividends/diluted funds from operations(5)		86		%	86		%	83		%	90		%	92		%	83		%	82		%	85		%	86		%	85		%
Payout ratio of common dividends/funds available for distribution(5)		106		%	105		%	99		%	102		%	118		%	108		%	99		%	100		%	103		%	106		%
Capital Expenditures:
New development(6)		$	—		$	—		$	—		$	—		N/A			N/A			N/A			N/A			$	—		N/A
Building additions and expansions(7)		13,399			8,025			8,317			5,727			N/A			N/A			N/A			N/A				35,468		N/A
Building improvements capitalized(8)		3,326			2,994			2,603			1,865			$	3,404		$	6,547		$	5,613		$	3,747		10,788			$	19,311
Tenant improvements		2,486			3,445			2,845			2,408			3,493			2,743			822			2,372			11,184			9,430
Leasing commissions		1,783			873			882			387			690			635			255			153			3,925			1,733
TOTAL CAPITAL EXPENDITURES		$	20,994		$	15,337		$	14,647		$	10,387		N/A			N/A			N/A			N/A			$	61,365		N/A
Capitalized interest:		$	1,047		$	1,171		$	858		$	657		$	923		$	750		$	713		$	249		$	3,733		$	2,102

 

(1)   Includes pro rata share of joint venture projects.

(2)   On July 15, 2002, the Company redeemed all Preferred A shares outstanding, resulting in the issuance of approximately 1.9 million shares of common stock at an equivalent of $20.10 per share.

(3)   Excludes gain / loss on sale of land.

(4)   For the three and twelve months ended December 31, 2002, balances include approximately $17.0 million of previously deferred gain incurred in connection with the Company’s sale of its garden apartment portfolio in 2001.

(5)   Excludes severance costs.

(6)   Includes ground-up development.

(7)   Revenue-enhancing expenditures.

(8)   Nonrevenue-enhancing expenditures such as lighting, painting, parking lots, roofing and signage.

The above does not purport to disclose all items required under GAAP.

The Company’s Form 10-K for the year ended December 31, 2002 should be read in conjunction with the above information.

 

 

 

A-7

 

 

New Plan Excel Realty Trust, Inc.

Supplemental Disclosure - Quarter Ended December 31, 2002

Selected Financial Ratios / Data

(In thousands, except per share amounts)

 

		Three Months Ended																								Twelve Months Ended
		12/31/02			09/30/02			06/30/02			03/31/02			12/31/01			09/30/01			06/30/01			03/31/01			12/31/02			12/31/01
Debt coverage ratios:
Interest coverage ratio (EBITDA /interest expense)		3.02		x	3.03		x	3.11		x	3.36		x	3.00		x	3.35		x	3.43		x	3.25		x	3.12		x	3.25		x
Debt service coverage (EBITDA/(interest expense + scheduled principal payments))		2.76		x	2.77		x	2.85		x	3.02		x	2.69		x	3.00		x	3.05		x	2.91		x	2.85		x	2.93		x
Fixed charge coverage (EBITDA/(interest expense + scheduled principal payments + preferred dividends))		2.33		x	2.36		x	2.35		x	2.41		x	2.18		x	2.40		x	2.43		x	2.35		x	2.37		x	2.35		x
Fixed charge coverage (excluding capitalized interest and scheduled principal payments)		2.61		x	2.64		x	2.61		x	2.70		x	2.45		x	2.70		x	2.74		x	2.58		x	2.64		x	2.60		x
Debt/equity ratios:
Total debt/total market capitalization		45.5		%	42.7		%	40.4		%	41.4		%	33.6		%	37.7		%	43.1		%	42.6		%	45.5		%	33.6		%
Total debt/total equity market capitalization		83.6		%	74.4		%	67.7		%	70.7		%	50.6		%	60.5		%	75.7		%	74.3		%	83.6		%	50.6		%
Total debt/total book assets		49.6		%	46.2		%	46.4		%	46.5		%	37.3		%	39.1		%	42.2		%	42.5		%	49.6		%	37.3		%
Total debt/undepreciated book value(1)		45.7		%	42.1		%	42.5		%	42.8		%	33.8		%	35.7		%	38.9		%	39.3		%	45.7		%	33.8		%
Overhead ratios:
Annualized G&A/total assets		0.52		%	0.51		%	0.66		%	0.45		%	0.53		%	0.31		%	0.35		%	0.30		%	0.51		%	0.39		%
G&A/total revenues (excluding currency change)		4.20		%	3.97		%	5.18		%	4.12		%	4.23		%	2.70		%	3.44		%	2.92		%	4.37		%	3.34		%
Market capitalization calculations:
Common shares outstanding		96,916			96,893			95,067			94,442			87,352			87,213			87,210			87,205			96,916			87,352
Preferred A shares outstanding(2)		—			—			1,492			1,507			1,507			1,507			1,507			1,507			—			1,507
Preferred B shares outstanding		6,300			6,300			6,300			6,300			6,300			6,300			6,300			6,300			6,300			6,300
Preferred D shares outstanding		1,500			1,500			1,500			1,500			1,500			1,500			1,500			1,500			1,500			1,500
Common stock price end of period		$	19.09		$	18.44		$	20.83		$	20.05		$	19.05		$	17.10		$	15.30		$	16.00		$	19.09		$	19.05
Preferred A price end of period(2)		—			—			25.49			26.00			25.50			25.95			23.35			24.25			—			25.50
Preferred B price end of period		25.20			25.05