UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
Or
o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________________ to ____________________
Commission 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.
420 Lexington Avenue
New York, New York 10170
NEW PLAN EXCEL REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005, 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, 2005, 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/ The Schonbraun McCann Group, L.L.P.
Roseland, New Jersey
June 1, 2006
1
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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|
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2005 |
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2004 |
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ASSETS |
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Investments (Notes 3 and 5) |
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|
|
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||
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AIM Real Estate |
|
$ |
152,363 |
|
$ |
9,875 |
|
|
AIM Technology Fund A |
|
275,839 |
|
— |
|
||
|
American Balanced Fund |
|
1,113,159 |
|
945,051 |
|
||
|
American Century Equity Income |
|
1,648,273 |
|
1,639,673 |
|
||
|
American Century Small Cap Value |
|
987,169 |
|
903,135 |
|
||
|
BlackRock Core Bonds |
|
— |
|
449,152 |
|
||
|
BlackRock Money Market |
|
1,143,338 |
|
1,090,126 |
|
||
|
BlackRock Index Equity Class A |
|
358,350 |
|
— |
|
||
|
Bond Fund of America |
|
417,112 |
|
— |
|
||
|
Federated Max-Cap Index |
|
— |
|
350,397 |
|
||
|
Federated Mid-Cap Index |
|
505,968 |
|
363,953 |
|
||
|
Fidelity Advisor Dividend Growth |
|
168,455 |
|
104,809 |
|
||
|
Fidelity Advisor Diversified International |
|
1,131,812 |
|
798,707 |
|
||
|
Fidelity Advisor Mid Cap |
|
478,902 |
|
390,528 |
|
||
|
Growth Fund of America |
|
1,029,874 |
|
729,820 |
|
||
|
Invesco Technology K |
|
— |
|
223,995 |
|
||
|
Janus Advisor Capital Appreciation |
|
— |
|
411,878 |
|
||
|
Janus Advisor Forty Fund |
|
598,555 |
|
— |
|
||
|
MFS New Discovery |
|
339,957 |
|
308,652 |
|
||
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New Plan Excel Realty Trust, Inc. |
|
|
|
|
|
||
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Common Stock |
|
1,829,782 |
|
1,764,056 |
|
||
|
T. Rowe Equity Income R |
|
1,025,774 |
|
— |
|
||
|
T. Rowe Price Retirement 2010R |
|
11,487 |
|
4,402 |
|
||
|
T. Rowe Price Retirement 2020R |
|
67,891 |
|
24,405 |
|
||
|
T. Rowe Price Retirement 2030R |
|
180,197 |
|
59,926 |
|
||
|
T. Rowe Price Retirement 2040R |
|
22,871 |
|
1,089 |
|
||
|
Washington Mutual Investors |
|
— |
|
987,579 |
|
||
|
|
|
13,487,128 |
|
11,561,208 |
|
||
|
Cash |
|
— |
|
4 |
|
||
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Receivables |
|
|
|
|
|
||
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Loans to participants |
|
291,343 |
|
203,953 |
|
||
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Contributions receivable: |
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|
|
|
|
||
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Employee |
|
42,803 |
|
74,335 |
|
||
|
Employer |
|
65,182 |
|
86,865 |
|
||
|
|
|
13,886,456 |
|
11,926,365 |
|
||
|
LIABILITIES |
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|
|
|
|
||
|
Other Liabilities (Note 6) |
|
103,214 |
|
— |
|
||
|
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
13,783,242 |
|
$ |
11,926,365 |
|
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, 2005
|
ADDITIONS |
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|
|
|
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Earnings on investments |
|
|
|
|
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Gain (loss) on Investments (Note 3) |
|
|
|
|
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Realized gain |
|
$ |
27,464 |
|
|
Unrealized gain (loss) |
|
(50,838 |
) |
|
|
Interest |
|
16,273 |
|
|
|
Dividends (Note 5) |
|
818,033 |
|
|
|
|
|
810,932 |
|
|
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Contributions |
|
|
|
|
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Participants’ |
|
1,816,945 |
|
|
|
Employer’s |
|
629,041 |
|
|
|
Rollover contributions |
|
63,324 |
|
|
|
|
|
2,509,310 |
|
|
|
|
|
3,320,242 |
|
|
|
DEDUCTIONS |
|
|
|
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|
Deductions from net assets attributed to |
|
|
|
|
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Benefits paid to participants |
|
1,334,484 |
|
|
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Deemed distributions |
|
25,662 |
|
|
|
Corrective distributions (Note 6) |
|
103,214 |
|
|
|
Other expense |
|
5 |
|
|
|
|
|
1,463,365 |
|
|
|
Net change in net assets available for benefits |
|
1,856,877 |
|
|
|
Net assets available for benefits, beginning of year |
|
11,926,365 |
|
|
|
Net assets available for benefits, end of year |
|
$ |
13,783,242 |
|
The accompanying notes are an integral part of this financial statement.
3
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
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 first year of service. A participant is 100% vested after five years of credited service.
4
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
1. DESCRIPTION OF PLAN (Continued)
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. Total forfeitures for 2005 and 2004 amounted to $28,163 and $49,394, respectively.
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 vested 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, the full value of the account is payable to his or her beneficiary in a lump sum or if the Plan permits, in installment payments over any period that does not exceed the life expectancy of the beneficiary.
h. Administrative Fees
Administrative fees incurred by the Plan are paid by the Company.
5
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
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 and the Employer’s stock. 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
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan’s net assets at December 31:
|
|
|
2005 |
|
2004 |
|
||
|
American Balanced Fund |
|
$ |
1,113,159 |
|
$ |
945,051 |
|
|
American Century Equity Income |
|
1,648,273 |
|
1,639,673 |
|
||
|
American Century Small Cap Value |
|
987,169 |
|
903,135 |
|
||
|
BlackRock Money Market |
|
1,143,338 |
|
1,090,126 |
|
||
|
New Plan Excel Realty Trust, Inc. (see Note 5) |
|
1,829,782 |
|
1,764,056 |
|
||
|
Washington Mutual Investors |
|
— |
|
987,579 |
|
||
|
Fidelity Advisor Diversified International |
|
1,131,812 |
|
798,707 |
|
||
|
Growth Fund of America |
|
1,029,874 |
|
729,820 |
|
||
|
T. Rowe Equity Income R |
|
1,025,774 |
|
— |
|
||
During the year ended December 31, 2005, the investments of the Plan appreciated in fair value as follows:
|
Realized Appreciation: |
|
Proceeds |
|
Aggregate |
|
Realized |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Mutual Fund Investments |
|
$ |
5,148,393 |
|
$ |
5,111,382 |
|
$ |
37,011 |
|
|
New Plan Excel Realty Trust, Inc. |
|
|
|
|
|
|
|
|||
|
Common Stock |
|
350,337 |
|
359,884 |
|
(9,547 |
) |
|||
|
|
|
$ |
5,498,730 |
|
$ |
5,471,266 |
|
$ |
27,464 |
|
(1)Aggregate cost was determined on a Revalued Cost basis.
|
Unrealized Appreciation: |
|
Value at |
|
Purchases |
|
Increase |
|
Value at |
|
||||
|
Mutual fund Investments |
|
$ |
9,797,152 |
|
$ |
1,678,234 |
|
$ |
181,960 |
|
$ |
11,657,346 |
|
|
New Plan Excel Realty Trust, Inc. |
|
|
|
|
|
|
|
|
|
||||
|
Common Stock |
|
1,764,056 |
|
298,524 |
|
(232,798 |
) |
1,829,782 |
|
||||
|
|
|
$ |
11,561,208 |
|
$ |
1,976,758 |
|
$ |
(50,838 |
) |
$ |
13,487,128 |
|
7
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005
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 November 19, 2001.
5. RELATED PARTY TRANSACTIONS
The Plan holds an investment in shares of the Employer. During 2005 and 2004, the Plan received $305,321 and $98,837, respectively, in common stock dividends from the Employer.
6. CORRECTIVE DISTRIBUTIONS
As of December 31, 2005, the Plan has not satisfactorily met the discrimination requirements established by the Internal Revenue Service. In March 2006, the Plan authorized PNC Bank to issue corrective distributions in the amount of $103,214. Corrective distributions are included in other liabilities as of December 31, 2005.
8
9
NEW PLAN EXCEL
REALTY TRUST, INC.
RETIREMENT AND 401(k) SAVINGS PLAN
EIN: 33-0160389
PLAN NUMBER: 001
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005
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|
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(b) Identity of Issue, Borrower, |
|
(c) Description of Investment, Including |
|
(d) Cost |
|
(e) Current |
|
|
* |
|
PNC Financial Services Group |
|
AIM Real Estate |
|
a |
|
$ 152,363 |
|
|
|
|
|
|
AIM Technology Fund A |
|
a |
|
275,839 |
|
|
|
|
|
|
American Balanced Fund |
|
a |
|
1,113,159 |
|
|
|
|
|
|
American Century Equity Income |
|
a |
|
1,648,273 |
|
|
|
|
|
|
American Century Small Cap Value |
|
a |
|
987,169 |
|
|
|
|
|
|
BlackRock Money Market |
|
a |
|
1,143,338 |
|
|
|
|
|
|
BlackRock Index Equity Class A |
|
a |
|
358,350 |
|
|
|
|
|
|
Bond Fund of America |
|
a |
|
417,112 |
|
|
|
|
|
|
Federated Mid-Cap Index |
|
a |
|
505,968 |
|
|
|
|
|
|
Fidelity Advisor Dividend Growth |
|
a |
|
168,455 |
|
|
|
|
|
|
Fidelity Advisor Diversified International |
|
a |
|
1,131,812 |
|
|
|
|
|
|
Fidelity Advisor Mid Cap |
|
a |
|
478,902 |
|
|
|
|
|
|
Growth Fund of America |
|
a |
|
1,029,874 |
|
|
|
|
|
|
Janus Advisor Forty Fund |
|
a |
|
598,555 |
|
|
|
|
|
|
MFS New Discovery |
|
a |
|
339,957 |
|
|
|
|
|
|
New Plan Excel Realty Trust, Inc. (the Plan’s Sponsor) |
|
a |
|
1,829,782 |
|
|
|
|
|
|
T. Rowe Equity Income R |
|
a |
|
1,025,774 |
|
|
|
|
|
|
T. Rowe Price Retirement 2010R |
|
a |
|
11,487 |
|
|
|
|
|
|
T. Rowe Price Retirement 2020R |
|
a |
|
67,891 |
|
|
|
|
|
|
T. Rowe Price Retirement 2030R |
|
a |
|
180,197 |
|
|
|
|
|
|
T. Rowe Price Retirement 2040R |
|
a |
|
22,871 |
|
|
|
|
Participant Notes |
|
5% - 9.5% |
|
|
|
291,343 |
|
|
|
|
|
|
|
|
|
|
$13,778,471 |
|
* Represents a party-in-interest to the plan.
a- The cost of participant-directed investments is not required to be disclosed.
10
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 |
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|
||
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|
||
|
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By: |
New Plan Excel Realty Trust, Inc., as Plan Administrator |
|
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|
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|
|
|
Dated: June 29, 2006 |
By: |
/s/ Steven F. Siegel |
|
|
|
Steven F. Siegel |
|
|
|
Authorized Signatory |
11
|
Exhibit |
|
Description of Exhibit |
|
|
|
|
|
|
|
23.1 |
|
Consent of The Schonbraun McCann Group, L.L.P., Independent Registered Public Accounting Firm |
|
12