UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 11-K

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

ý

Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2003

 

or

 

o

Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                                 to                                   

 

Commissions file number 1-12244

 

A.            Full title of the plan and the address of the plan, if different from that of the issuer named below.

 

New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan

 

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.

 

New Plan Excel Realty Trust, Inc.

1120 Avenue of the Americas

New York, New York 10036

 

 



 

NEW PLAN EXCEL REALTY TRUST, INC.

RETIREMENT AND 401(k) SAVINGS PLAN

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2003

 

TABLE OF CONTENTS

 

Report of Independent Registered Public Accounting Firm

 

 

 

Statements of Net Assets Available For Benefits as of December 31, 2003 and 2002

 

 

 

Statement of Changes in Net Assets Available For Benefits for the year ended December 31, 2003

 

 

 

Notes to Financial Statements

 

 

 

Supplemental Schedule

 

 

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2003

 

 

 

Signatures

 

 

 

Exhibits

 

 

 

Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm

 

 



 

INDEPENDENT AUDITORS’ REPORT

 

To the Board of Trustees

New Plan Excel Realty Trust, Inc.

 Retirement and 401(k) Savings Plan

New York, New York

 

We have audited the accompanying statements of net assets available for benefits of New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan (the “Plan’) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with United States generally accepted accounting principles.

 

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplemental schedule of assets (held at end of year) at December 31, 2003, is presented for the purpose of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management. This supplemental information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

 

/s/SCHONBRAUN SAFRIS McCANN BEKRITSKY & CO., L.L.C.

 

 

Roseland, New Jersey

May 26, 2004

 



 

NEW PLAN EXCEL REALTY TRUST, INC.

RETIREMENT AND 401(k) SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31,

 

 

 

2003

 

2002

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Investments (Notes 3 and 5)

 

 

 

 

 

American Balanced Fund

 

$

581,755

 

$

339,474

 

American Century Equity Income

 

1,308,233

 

1,180,887

 

American Century Small Cap Value

 

590,116

 

359,982

 

BlackRock Core Bonds

 

497,969

 

392,031

 

BlackRock Money Market

 

1,118,460

 

1,111,026

 

Federated Max-Cap Index

 

205,501

 

62,241

 

Federated Mid-Cap Index

 

138,537

 

57,687

 

Fidelity Advisor Dividend Growth

 

68,989

 

14,140

 

Fidelity Advisor Mid Cap

 

217,718

 

82,944

 

Growth Fund of America

 

413,377

 

133,023

 

Invesco Technology K

 

199,455

 

121,266

 

Janus Advisor Capital Appreciation

 

283,771

 

255,310

 

Janus Advisor Worldwide

 

452,176

 

494,295

 

MFS New Discovery

 

261,574

 

144,731

 

New Plan Excel Realty Trust, Inc.

 

 

 

 

 

Common Stock

 

1,439,121

 

1,020,514

 

Putnam International Growth

 

84,479

 

26,964

 

Washington Mutual Investors

 

806,177

 

603,804

 

 

 

8,667,408

 

6,400,319

 

 

 

 

 

 

 

Receivables

 

 

 

 

 

Loans to participants

 

183,881

 

178,587

 

Contributions receivable:

 

 

 

 

 

Employee

 

47,652

 

34,498

 

Employer

 

15,247

 

65,553

 

 

 

8,914,188

 

6,678,957

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

13,220

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

8,914,188

 

$

6,665,737

 

 

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

 

2



 

NEW PLAN EXCEL REALTY TRUST, INC.

RETIREMENT AND 401(k) SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS

AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2003

 

ADDITIONS

 

 

 

 

 

 

 

Earnings on investments

 

 

 

Gain on Investments (Note 3)

 

 

 

Realized gain

 

$

125,591

 

Unrealized gain

 

1,224,651

 

Interest

 

8,226

 

Dividends (Note 5)

 

200,333

 

Other

 

13,220

 

 

 

1,572,021

 

 

 

 

 

Contributions

 

 

 

Participants’

 

1,295,057

 

Employer’s

 

423,125

 

Rollover contributions

 

123,520

 

 

 

1,841,702

 

 

 

 

 

Total additions

 

3,413,723

 

 

 

 

 

DEDUCTIONS

 

 

 

 

 

 

 

Deductions from net assets attributed to

 

 

 

Benefits paid to participants

 

1,165,272

 

 

 

 

 

Net change in net assets available for benefits

 

2,248,451

 

 

 

 

 

Net assets available for benefits, beginning of year

 

6,665,737

 

 

 

 

 

Net assets available for benefits, end of year

 

$

8,914,188

 

 

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

 

3



 

NEW PLAN EXCEL REALTY TRUST, INC.

RETIREMENT AND 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003

 

1.             DESCRIPTION OF PLAN

 

The New Plan Excel Realty Trust, Inc. Retirement and 401(k) Savings Plan (the “Plan”) became effective August 1, 1989, and was amended on April 1, 2002.  The following description of the Plan provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

a.             General

 

The Plan is a participant directed, defined contribution plan, which covers substantially all employees as defined in the Plan agreement of New Plan Excel Realty Trust, Inc. (the “Company” or the “Employer”).  Shares of common stock of New Plan Excel Realty Trust, Inc. are among the investment options offered to participants pursuant to the Plan.

 

b.             Contributions

 

Pursuant to Internal Revenue Code Section 401(k), a participant of the Plan may elect to have up to 15%, or a flat dollar amount, of his or her compensation, subject to limitations, contributed to the Plan.  The participant’s compensation, otherwise payable in cash, is reduced to reflect such election.

 

The Employer may contribute to the Plan amounts determined by the Employer’s Board of Directors, a discretionary matching contribution equal to a uniform percentage of the amount of employee salary reduction.

 

The Plan also provides for rollover contributions by participants subject to limitations defined in the Plan agreement.  Rollover contributions are comprised of contributions by new employees of benefits from other employee benefit plans.

 

c.             Vesting

 

Participants are immediately vested in their 401(k) voluntary contributions and rollover contributions, plus actual earnings thereon.  Vesting in the Employer basic contribution and earnings thereon occurs at the rate of 20% for each year of service, after the second year of service.  A participant is 100% vested after five years of credited service.

 

4



 

d.             Termination of Participation

 

All participants leaving the Plan are paid on their vested portion, as of their termination date.  Any non-vested portions of terminated participants’ account balances are considered forfeitures.

 

e.             Forfeitures

 

Forfeitures by participants as defined in the Plan document will be used to reduce the Employer’s contributions to the Plan.

 

f.              Participant Loans

 

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their account balance.

 

The loan must:

 

(a)           bear a reasonable rate of interest, as determined by the Plan administrator,

(b)           be for a term of no more than five years or, if borrowed to purchase a principal residence, a reasonable period,

(c)           be adequately secured, and

(d)           be repaid in level installments by payroll withholding, at least quarterly.

 

g.             Payment of Benefits

 

On termination of services due to retirement, disability, or hardship a participant will receive a lump-sum amount equal to the vested interest in his or her account.  On termination due to death, benefits may be paid in a lump-sum or in installments not extending beyond five years.

 

h.            Administrative Fees

 

Commencing in 2003, administrative fees incurred by the Plan were paid by the Company.

 

5



 

2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a.             Basis of Accounting

 

The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA), as applied to defined contribution plans.

 

b.             Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

c.             Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value.  Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end.  The Employer’s stock (see Note 5) is valued at its quoted market price.  Participant notes receivable are valued at cost, which approximates fair value.  Purchases and sales of securities are recorded on a trade-date basis.  Dividends are recorded on the ex-dividend date.

 

d.             Payment of Benefits

 

Benefits are recorded when paid.

 

e.             Risk and Uncertainties

 

The Plan provides for various investment options and participants may invest in any combination of mutual funds.  Investment securities are exposed to various risks, such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

 

6



 

3.             INVESTMENTS

 

The following presents investments that represent 5% or more of the Plan’s net assets at December 31:

 

 

 

2003

 

2002

 

 

 

 

 

 

 

American Balanced Fund

 

$

581,755

 

$

339,474

 

American Century Equity Income

 

1,308,233

 

1,180,887

 

American Century Small Cap Value

 

590,116

 

359,982

 

BlackRock Core Bonds

 

497,969

 

392,031

 

BlackRock Money Market

 

1,118,460

 

1,111,206

 

Janus Advisor Worldwide

 

452,176

 

494,295

 

New Plan Excel Realty Trust, Inc. (see Note 5)

 

1,439,121

 

1,020,514

 

Washington Mutual Investors

 

806,177

 

603,804

 

 

During the year ended December 31, 2003, the investments of the Plan appreciated in fair value as follows:

 

 

 

Proceeds

 

Aggregate
Cost

 

Realized
Gain

 

 

 

 

 

 

 

 

 

Mutual fund Investments

 

$

2,219,625

 

$

2,116,941

 

$

102,684

 

New Plan Excel Realty Trust, Inc.

 

 

 

 

 

 

 

Common Stock

 

541,880

 

518,973

 

22,907

 

 

 

 

 

 

 

 

 

 

 

$

2,761,505

 

$

2,635,914

 

$

125,591

 

 

Unrealized Appreciation:

 

 

 

Value at
1/1/03

 

Purchases

 

Increase

 

Value at
12/31/03

 

 

 

 

 

 

 

 

 

 

 

Mutual fund Investments

 

$

5,379,805

 

$

917,103

 

$

931,379

 

$

7,228,287

 

New Plan Excel Realty Trust, Inc.

 

 

 

 

 

 

 

 

 

Common Stock

 

1,020,514

 

125,335

 

293,272

 

1,439,121

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,400,319

 

$

1,042,438

 

$

1,224,651

 

$

8,667,408

 

 

7



 

4.             INCOME TAX STATUS

 

An exemption from Federal income taxes under Section 501(a) of the Internal Revenue Code has been obtained by virtue of the Plan’s qualified status under Section 401(a).  The date of the latest Internal Revenue Service determination letter is August 18, 1998.

 

5.             RELATED PARTY TRANSACTIONS

 

The Plan holds an investment in shares of the Employer.  During 2003, the Plan received $91,087 in common stock dividends from the Employer.

 

8



 

SUPPLEMENTAL SCHEDULES

 

9



 

NEW PLAN EXCEL REALTY TRUST, INC.

RETIREMENT AND 401(k) SAVINGS PLAN

SCHEDULE H, LINE 4(i) - ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2003

 

Investment

 

Fair
Market
Value

 

 

 

 

 

American Balanced Fund

 

$

581,755

 

 

 

 

 

American Century Equity Income

 

1,308,233

 

 

 

 

 

American Century Small Cap Value

 

590,116

 

 

 

 

 

BlackRock Core Bonds

 

497,969

 

 

 

 

 

BlackRock Money Market

 

1,118,460

 

 

 

 

 

Federated Max-Cap Index

 

205,501

 

 

 

 

 

Federated Mid-Cap Index

 

138,537

 

 

 

 

 

Fidelity Advisor Dividend Growth

 

68,989

 

 

 

 

 

Fidelity Advisor Mid Cap

 

217,718

 

 

 

 

 

Growth Fund of America

 

413,377

 

 

 

 

 

Invesco Technology K

 

199,455

 

 

 

 

 

Janus Advisor Capital Appreciation

 

283,771

 

 

 

 

 

Janus Advisor Worldwide

 

452,176

 

 

 

 

 

MFS New Discovery

 

261,574

 

 

 

 

 

New Plan Excel Realty Trust, Inc.
(the Plan’s sponsor)

 

1,439,121

 

 

 

 

 

Putnam International Growth

 

84,479

 

 

 

 

 

Washington Mutual Investors

 

806,177

 

 

 

 

 

 

 

$

8,667,408

 

 

 

 

 

Loans to participants with interest rates ranging from 5% to 9.5% per annum

 

$

183,881

 

 

10



 

SIGNATURES

 

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

New Plan Excel Realty Trust, Inc. Retirement and
401(k) Savings Plan

 

 

 

 

By:

New Plan Excel Realty Trust, Inc., as Plan
Administrator

 

 

 

 

 

 

 

 

 

Dated: November 3, 2004

By:

/s/ Steven F. Siegel

 

 

Steven F. Siegel

 

 

Authorized Signatory

 

 

11



 

EXHIBITS

 

Exhibit
Number

 

Description of Exhibit

 

 

 

23.1

 

Consent of Schonbraun Safris McCann Bekritsky & Co., L.L.C.,
Independent Registered Public Accounting Firm

 

12