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 1, 2002

New Plan Excel Realty Trust, Inc.
(Exact name of registrant as specified in its charter)

Maryland	1-12244	33-0160389
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

1120 Avenue of the Americas, 12th Floor
New York, New York	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:
(212) 869-3000

Not applicable
(Former name or former address, if changed since last report)

Item 2.    Acquisition or Disposition of Assets

                As further described in the press release attached hereto as Exhibit 99.1, on March 1, 2002 New Plan Excel Realty Trust, Inc. (the “Company”) closed on its previously announced acquisition of 92 community and neighborhood shopping centers from CenterAmerica Property Trust, L.P. (“CenterAmerica”), a private company majority owned by Morgan Stanley Real Estate Fund II.

                The aggregate purchase price for the acquisition was approximately $654 million, consisting of approximately $365 million in cash and the assumption of approximately $289 million of outstanding indebtedness. The cash component of the acquisition was financed with the proceeds of a public equity offering of 6,900,000 of the Company’s common shares, which was completed on January 29, 2002 and raised net proceeds of approximately $120.7 million, and with borrowings under the Company’s existing credit facilities with The Bank of New York and an interim term facility with Fleet National Bank.

                Concurrent with the closing of this acquisition, the Company’s Board of Directors appointed Scott MacDonald as Chief Operating Officer and President of the Company. Mr. MacDonald was previously the Chief Executive Officer and President of CenterAmerica.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

(a)	Financial Statements of Properties Acquired
	The financial statements and other information required pursuant to Rule 3-14 of Regulation S-X are included herein. See the financial statements and pro forma financial information attached hereto.
(b)	Pro Forma Financial Information
	The pro forma financial statements required pursuant to Article 11 of Regulation S-X are included herein. See the financial statements and pro forma financial information attached hereto.
(c)	Exhibits

-2-

     The following exhibits are filed as part of this report:

2.1	Purchase Agreement, dated as of January 13, 2002, by and among the Company, CenterAmerica and certain affiliates of CenterAmerica, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 14, 2002.
99.1	Press Release, dated March 1, 2002, issued by the Company.

-3-

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 7, 2002	By:
	/s/ STEVEN F. SIEGEL Steven F. Siegel Senior Vice President, General Counsel and Secretary

-4-

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Pro Forma Consolidated Balance Sheet

September 30, 2001

(unaudited, in thousands)

						Pro Forma
			Historical (a)			Adjustments (b)			Pro Forma
ASSETS
Real estate:
	Land		$	482,706		$	130,640	(b1)	$	613,346
	Buildings and improvements			2,123,154			522,560	(b1)		2,645,714
	Accumulated depreciation			(255,260	)					(255,260	)
		Net real estate		2,350,600			653,200			3,003,800
Real estate held for sale				40,385						40,385
Cash and cash equivalents				120,971			5,140	(b3)		126,111
Marketable securities				1,751						1,751
Receivables:
	Trade, less allowance for doubtful accounts of $17,703			44,469						44,469
	Other, net			14,875						14,875
Mortgages and notes receivable				91,871						91,871
Prepaid expenses and deferred charges				14,268						14,268
Other investment in equity affiliate				3,129			10,800	(b1)		13,929
Other assets				42,360						42,360
		Total assets	$	2,724,679		$	669,140		$	3,393,819
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgages payable, including unamortized premium of $6,628			$	347,765		$	288,898	(b2)	$	636,663
Notes payable, net of unamortized discount of $1,817				613,183			—			613,183
Credit facilities				75,000			254,369	(b2)		329,369
Capital leases				29,237			—			29,237
Other liabilities				126,250			2,948	(b3)		129,198
Tenant security deposits				5,694			2,192	(b3)		7,886
		Total liabilities		1,197,129			548,407			1,745,536
Minority interest in partnership:				22,932			—			22,932
Stockholders’ equity:
Preferred stock				23						23
Common stock				872			69	(b4)		941
Additional paid-in capital				1,695,162			120,664	(b4)		1,815,826
Accumulated other comprehensive (loss) income				(2,750	)					(2,750	)
Accumulated distributions in excess of net income				(188,689	)					(188,689	)
		Total stockholders’ equity		1,504,618			120,733			1,625,351
		Total liabilities and stockholders’ equity	$	2,724,679		$	669,140		$	3,393,819

See accompanying notes

F-1

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Notes to Pro Forma Consolidated Balance Sheet

September 30, 2001

(unaudited, in thousands, except per share amounts)

Presentation

      The preceding pro forma consolidated balance sheet as of September 30, 2001 presents the historical amounts for New Plan Excel Realty Trust, Inc. (the “Company”), adjusted for the effects of (i) the acquisition by the Company of 92 community and neighborhood shopping centers and equity investment from CenterAmerica Property Trust, L.P. closed on March 1, 2002 (the “Portfolio Acquisition”), and (ii) the public offering of the Company’s common stock closed on January 29, 2002 (the “Stock Offering”), as if such transactions had occurred on September 30, 2001.

      The pro forma consolidated balance sheet should be read in conjunction with the pro forma consolidated statement of operations of the Company and the historical financial statements and notes thereto of the Company presented in the Company’s Form 10-Q for the quarter ended September 30, 2001.

      The pro forma consolidated balance sheet is unaudited and is not necessarily indicative of what the actual financial position of the Company would have been had the transactions described above actually occurred on September 30, 2001, nor does it purport to represent the future financial position of the Company.

Notes and Management Assumptions

(a)	Reflects the consolidated historical balance sheet of the Company as of September 30, 2001, as contained in the historical consolidated financial statements and notes thereto presented in the Company’s Form 10-Q for the quarter ended September 30, 2001.
(b)	Represents adjustments to reflect the Portfolio Acquisition and the Stock Offering as follows:

(b1) Represents the aggregate acquisition costs incurred by the Company (allocated among land, buildings and equity investment) to effect the Portfolio Acquisition, based on the terms of the contract. Includes the following:

Cash		$	365,102
Assumed Debt			288,898
Estimated transaction-related costs			10,000
	Total	$	664,000

The following schedule summarizes the pro forma sources for payment of the cash component of the Portfolio Acquisition:

Net proceeds from Stock Offering
	(after underwriting discount and offering costs of $7,055)		$	120,733
Pro forma draw on Company’s credit facilities and bridge loan				254,369
		Total	$	375,102

(b2)	Represents the debt assumed by the Company in the amount of $288,898 in connection with the Portfolio Acquisition, as well as $254,369 of additional draws on the Company’s credit facilities to finance the cash component of the Portfolio Acquisition.
(b3)	Represents adjustments for rent received in advance ($2,948) and security deposits ($2,192) received by the Company upon the closing of the Portfolio Acquisition.
(b4)	Reflects the issuance of 6,900 shares of the Company’s common stock, par value $.01 per share, at an offering price of $18.52 per share. Net proceeds from the Stock Offering of $120,733 as shown above results in $69 attributable to par value and $120,664 of additional paid-in capital.

F-2

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Pro Forma Consolidated Statement of Operations

for the Nine Months Ended September 30, 2001

(unaudited, in thousands, except per share amounts)

								Pro Forma Adjustments
											Portfolio
						CenterAmerica					Acquisition
						Portfolio		Apartment			and Stock
			Historical (a)			Historical (b)		Disposition (c)			Offering (c)			Pro Forma
Rental revenues:
	Rental income		$	200,617		$	52,323				$	124	(d1)	$	253,064
	Percentage rents			5,597			683								6,280
	Expense reimbursements			43,908			13,204								57,112
		Total rental revenues		250,122			66,210					124			316,456
Expenses:
	Operating costs			39,749			8,855								48,604
	Real estate and other taxes			26,071			9,240								35,311
	Interest			60,951			—		(5,768	)(c1)		19,635	(d2)		73,717
									(1,101	)(c2)
	Depreciation and amortization			42,609			—					9,798	(d3)		52,407
	Provision for doubtful accounts			4,824			968								5,792
	General and administrative			6,830			4,138		1,592	(c3)					12,560
		Total expenses		181,034			23,201		(5,277	)		29,433			228,391
	Income before real estate sales, impairment of real estate			69,088			43,009		5,277			(29,309	)		88,065
Other income and expenses:
	Interest, dividend and other income			10,652			1,677		2,531	(c4)					14,860
	Equity participation in ERT			(4,313	)				2,222	(c5)					(2,091	)
	Gain (loss) in equity affiliate			44			61					(125	)(d3)		(20	)
	Foreign currency gain (loss)			(499	)										(499	)
	Gain (loss) on sale of real estate			683											683
	Impairment of real estate			(12,148	)										(12,148	)
	Minority interest in income of partnership			(641	)										(641	)
Income from continuing operations			$	62,866		$	44,747	$	10,030		$	(29,434	)	$	88,209
Income from continuing operations per common share
	Basic		$	0.52										$	0.76
	Diluted		$	0.52										$	0.75
Average shares outstanding — basic				87,208									(d4)		94,108
Average shares outstanding — diluted				88,718									(d4)		95,618

See accompanying notes

F-3

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Pro Forma Consolidated Statement of Operations

for the Year Ended December 31, 2000

(unaudited, in thousands, except per share amounts)

								Pro Forma Adjustments
											Portfolio
						CenterAmerica					Acquisition
			Historical			Portfolio		Apartment			and Stock
			(a)			Historical (b)		Disposition (c)			Offering (c)			Pro Forma
Rental revenues:
	Rental income		$	272,108		$	67,259				$	163	(d1)	$	339,530
	Percentage Rents			7,431			1,433								8,864
	Expense reimbursements			55,436			16,114								71,550
		Total rental revenues		334,975			84,806					163			419,944
Expenses:
	Operating costs			54,062			10,638								64,700
	Real estate and other taxes			36,109			11,455								47,564
	Interest			88,352			—		(12,661	)(c1)		24,342	(d2)		100,033
	Depreciation and amortization			55,364			—					13,064	(d3)		68,428
	Provision for doubtful accounts			4,372			1,269								5,641
	Non-recurring charge			4,945			—								4,945
	General and administrative			7,509			5,778		2,023	(c3)					15,310
		Total expenses		250,713			29,140		(10,638	)		37,406			306,621
	Income before real estate sales, impairment of real estate			84,262			55,666		10,638			(37,243	)		113,323
Other income and expenses:
	Interest, dividend and other income			30,427			1,801		3,383	(c4)					35,611
	Equity participation in ERT			(17,867	)				4,808	(c5)					(13,059	)
	Gain (loss) in equity affiliate			—			44					(166	)(d3)		(122	)
	Foreign currency gain (loss)			(437	)										(437	)
	Gain (loss) on sale of real estate			9,200											9,200
	Impairment of real estate			(3,620	)										(3,620	)
	Minority interest in income of partnership			(952	)										(952	)
Income from continuing operations			$	101,013		$	57,511	$	18,829		$	(37,409	)	$	139,944
Income from continuing operations per common share
	Basic		$	0.90										$	1.24
	Diluted		$	0.89										$	1.23
Average shares outstanding — basic				87,608									(d4)		94,508
Average shares outstanding — diluted				88,951									(d4)		95,851

See accompanying notes

F-4

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Notes to Pro Forma Consolidated Statements of Operations

Nine Months Ended September 30, 2001 and Year ended December 31, 2000

(unaudited, in thousands, except per share amounts)

Presentation

      The preceding pro forma consolidated statements of operations for the nine months ended September 30, 2001 and for the year ended December 31, 2000 present the historical amounts for the Company, adjusted for the effects of (i) the disposition by the Company of its garden apartment portfolio (the “Apartment Disposition”), (ii) the Portfolio Acquisition, and (iii) the Stock Offering, as if such transactions had occurred on January 1, 2000.

      The pro forma consolidated statements of operations should be read in conjunction with the pro forma consolidated balance sheet of the Company and the historical financial statements and notes thereto of the Company presented in the Company’s Form 10-Q for the quarter ended September 30, 2001.

      The pro forma consolidated statements of operations are unaudited and are not necessarily indicative of what the actual results of operations of the Company would have been had the transactions described above actually occurred on January 1, 2000, nor do they purport to represent the future results of operations of the Company.

Notes and Management Assumptions

(a)	Reflects the consolidated results of operations of the Company for the nine months ended September 30, 2001 and the year ended December 31, 2000, respectively, as contained in the historical consolidated financial statements and notes thereto.
(b)	Reflects the revenues and expenses for the 92 properties and equity investment acquired by the Company in connection with the Portfolio Acquisition for the nine months ended September 30, 2001 and the year ended December 31, 2000, respectively.
(c)	Represents adjustments to reflect the Apartment Disposition as follows:

(c1) Reflects the application of a portion of the cash proceeds from the Apartment Disposition to repay outstanding debt under the Company’s existing revolving credit facilities, which were paid down in connection with the Apartment Disposition. This results in pro forma interest expense savings of $5,768 for the nine months ended September 30, 2001 and $12,661 for the year ended December 31, 2000.

Assumes $75,000 outstanding under the Company’s term loan credit facility remains outstanding after the Apartment Disposition.

(c2) Reflects the application of a portion of the cash proceeds from the Apartment Disposition to repay a $78,000 term loan (the “Pointe Orlando Loan”) incurred by Pointe Orlando Development Company, a wholly owned subsidiary of ERT, which was repaid in connection with the Apartment Disposition. This results in pro forma interest expense savings of $1,101 for the three months ended September 30, 2001 (ERT was consolidated with the Company beginning July 1, 2001). See note c5 to see the impact of this debt repayment on the six months ended June 30, 2001 and the year ended December 31, 2000.

F-5

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Notes to Pro Forma Consolidated Statements of Operations — Continued

(c3) Reflects the net increase in general and administrative expense as a result of the Apartment Disposition. Historically, a portion of overhead attributable to managing the apartments included in the Apartment Disposition was recorded as management fees paid with respect to such apartments. As a result of the Apartment Disposition, the management fees are eliminated, resulting in an increase in general and administrative expense. This increase is partially offset by a general and administrative expense reduction as a result of the Apartment Disposition, as fewer personnel are employed by the Company. The table below sets forth these adjustments:

	Year ended			Nine months ended
	December 31, 2000			September 30, 2001
Increase in general and administrative expense as a result of elimination of management fees charged to apartments	$	2,923		$	2,267
General and administrative expense reduction		(900	)		(675	)
Pro forma increase in general and administrative expense	$	2,023		$	1,592

(c4) Reflects income from the letter of credit fee of 9% (based on an assumed letter of credit amount of $35 million) and a 1% commitment fee earned on a letter of credit provided to the buyer in the Apartment Disposition, as if the letter of credit were in place for the entire period, plus amortization of the 1% commitment fee over the 18 month term of the letter of credit, as follows:

	Year ended		Nine months ended
	December 31, 2000		September 30, 2001
Fee on letter of credit	$	3,150	$	2,356
1% fee on letter of credit recognized as income over 18 months		233		175
Pro forma increase in interest, dividends and other income	$	3,383	$	2,531

(c5) Reflects the application of cash proceeds from the Apartment Disposition to repay the Pointe Orlando Loan. This results in pro forma interest expense savings for ERT of $2,222 for the six months ended June 30, 2001 (ERT was consolidated with the Company effective as of July 1, 2001), which results in an increase of $2,222 in the Company’s participation in ERT during the nine months ended September 30, 2001. For the year ended December 31, 2000, pro forma interest expense savings for ERT are $4,808, which results in an increase of $4,808 in the Company’s participation in ERT.

(d) Reflects adjustments to reflect the Portfolio Acquisition and the Stock Offering as follows:

(d1) Pro forma base rents are presented on a straight-line basis calculated from January 1, 2000 forward.

F-6

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Notes to Pro Forma Consolidated Statements of Operations — Continued

(d2) Reflects interest expense on debt assumed in connection with the Portfolio Acquisition and interest expense on additional draws on the Company’s credit facilities to finance the cash component of the Portfolio Acquisition as follows:

	Year ended		Nine months ended
	December 31, 2000		September 30, 2001
Interest expense — mortgage debt assumed (weighted average interest rate of 6.0%)	$	17,405	$	14,432
Interest expense — additional draws on credit facility (67.5 to 90.0 basis points over LIBOR; weighted average interest rate of 2.73%)		6,937		5,203
Pro forma adjustment for interest expense	$	24,342	$	19,635

Interest expense can be affected by increases and decreases in the variable interest rates under the Company’s various variable rate indebtedness. For example, a  1/8% change in such variable interest rates will result in a $368 change in pro forma interest expense for the nine months ended September 30, 2001 and a $520 change in pro forma interest expense for the year ended December 31, 2000.

Debt assumed in connection with the Portfolio Acquisition consists of the following:

	Principal
Description	Amount		Interest Rate	Due Date
REMIC-Fixed	$	156,912	6.67% (fixed)		6/1/2008
REMIC-Floating		110,500	LIBOR + 1.50%		7/1/2002
John Hancock		21,486	7.81% (fixed)		7/1/2004
TOTAL	$	288,898

(d3) Depreciation is based on the building-related portion (80%) of the purchase price and associated costs, and amortization of the excess purchase price allocated to the equity investment using the straight-line method over a 40-year life.

F-7

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Notes to Pro Forma Consolidated Statements of Operations — Continued

(d4) The following is a reconciliation of the historical basic and diluted weighted average common shares outstanding to the pro forma basic and diluted weighted average common shares outstanding (share numbers in thousands):

	Year ended		Nine months ended
	December 31, 2000		September 30, 2001
Basic:
Historical basic weighted average common shares outstanding		87,608		87,208
Effect of pro forma adjustment for shares issued in Stock Offering		6,900		6,900
Pro forma basic weighted average common shares outstanding		94,508		94,108
Diluted:
Historical diluted weighted average common shares outstanding		88,951		88,718
Effect of pro forma adjustment for shares issued in Stock Offering		6,900		6,900
Pro forma diluted weighted average common shares outstanding		95,851		95,618

F-8

NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

Estimated Twelve-Month Pro Forma Statement of

Taxable Income and Operating Funds Available (unaudited)

      The following unaudited statement is a pro forma estimate for the twelve-month period ended September 30, 2001 of taxable income and funds available from operations of the Company. The pro forma statement is based on the Company’s historical operating results for the twelve-month period ended September 30, 2001, adjusted for historical operations of the 92 shopping centers acquired in the Portfolio Acquisition during the twelve-month period ended September 30, 2001 and certain items related to operations that can be factually supported. This statement does not purport to forecast actual operating results for any period in the future.

      This statement should be read in conjunction with the historical financial statements and notes thereto of the Company presented in the Company’s Form 10-Q for the quarter ended September 30, 2001 and the pro forma financial statements and notes thereto of the Company presented elsewhere in this filing.

Estimate of Taxable Income (in thousands):
Company pro forma income before minority interest for the twelve-month period ended September 30, 2001	$	116,242
Net adjustment for tax basis revenue and expense recognition, exclusive of depreciation and amortization (1)		18,400
Estimated tax depreciation and amortization adjustment (2)		(268	)
Pro forma taxable income before allocation to minority interest and dividends deduction		134,374
Estimated allocation to minority interest		(1,168	)
Estimated dividends deduction (3)		(177,918	)
Pro forma taxable income	$	(44,712	)
Estimated operating funds available (in thousands):
Pro forma taxable income before allocation to minority interest and dividends deduction	$	134,374
Add: Pro forma depreciation and amortization		69,570
Estimated operating funds available (4)	$	203,944

(1)	Represents the net adjustment to reverse the effects of (i) rental revenue recognition on a straight-line basis, (ii) impairment charges, (iii) book loss of ERT Development Corporation, (iv) foreign currency loss, (v) debt premium and discount and (vi) bad debts.
(2)	Represents the net adjustment for tax depreciation based upon the original cost or purchase price allocated to the buildings, depreciated on a straight-line method over their respective tax lives.
(3)	Estimated dividends deduction includes the following:

	Dividend		Total Pro Forma		Total
Shares	per share		shares outstanding		Dividends
Common		$1.65		94,110	$	155,282
Preferred A		$2.125		1,507		3,202
Preferred B	$	2.15625		6,300		13,584
Preferred D		$3.90		1,500		5,850
					$	177,918

(4)  Operating funds available does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs.

F-9

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of CenterAmerica Property Trust, L.P.

      We have audited the accompanying Combined Statement of Revenues and Certain Operating Expenses of Properties Acquired, as described in Note 1, for the year ended December 31, 2000. This statement is the responsibility of the management of CenterAmerica Property Trust, L.P. Our responsibility is to express an opinion on this statement based on our audit.

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

      The accompanying Combined Statement of Revenues and Certain Operating Expenses of Properties Acquired was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1 and is not intended to be a complete presentation of the revenues and expenses of the properties acquired.

      In our opinion, the statement referred to above presents fairly, in all material respects, the Combined Revenues and Certain Operating Expenses of Properties Acquired, as described in Note 1, for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP

Houston, Texas

March 2, 2001

F-10

CENTERAMERICA PROPERTY TRUST, L.P.

Combined Statement of Revenues and Certain Operating Expenses

of Properties Acquired

(dollars in thousands)

					Nine months
			Year ended		ended
			December 31,		September 30,
			2000		2001
					(unaudited)
Revenues:
	Minimum rents		$	67,259	$	52,323
	Percentage rents			1,433		683
	Expense reimbursements			16,114		13,204
	Other revenues			1,845		1,738
		Total revenues		86,651		67,948
Certain operating expenses:
	Real estate taxes			11,455		9,240
	Property operating and maintenance			10,638		8,855
	General and administrative			5,778		4,138
	Provision for doubtful accounts			1,269		968
		Total certain operating expenses		29,140		23,201
Revenues in excess of certain operating expenses			$	57,511	$	44,747

The accompanying notes are an integral part of this statement.

F-11

CENTERAMERICA PROPERTY TRUST, L.P.

Notes to Combined Statement of Revenues and Certain Operating Expenses of

Properties Acquired

Year Ended December 31, 2000 and Nine Months Ended September 30, 2001

(dollars in thousands)

1.  Business and Summary of Significant Accounting Policies:

Business

      The Combined Statement of Revenues and Certain Operating Expenses of Properties Acquired (the “Statement”) includes the operations of community and neighborhood retail shopping centers (collectively, the “Properties”), primarily located in the Houston and Dallas, Texas metropolitan areas. The Properties were owned and managed by CenterAmerica Property Trust, L.P. and subsidiaries (collectively, the “Partnership”).

Basis of Presentation

      The Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in a filing on Form 8-K pursuant to the transaction described in Note 4, and is not a complete presentation of the actual operations of the Properties for the periods presented. Certain revenues and expenses considered by management not comparable to the proposed future operations of the Properties have been excluded, consisting primarily of depreciation, amortization, interest income and expense, and nonrecurring corporate expenses.

      The Statement for the nine months ended September 30, 2001 is unaudited but reflects, in management’s opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of the Properties’ revenues and certain operating expenses, as described above. The revenues and certain operating expenses for the nine months ended September 30, 2001 are not necessarily indicative of the revenues and certain operating expenses that may be expected for the full fiscal year or any future periods.

Estimates

      The Statement is prepared in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

      Minimum rental revenues attributable to operating leases are recognized when earned and due from tenants. The effects of scheduled rent increases and rental concessions, if any, are presented on a straight-line basis over the term of the tenant’s lease. Certain of the leases provide for additional rental revenue to be paid, based on a percentage of the level of sales achieved by the lessee. Such additional rental revenue is recognized when the lessee achieves the specified sales that triggered such additional rent. Revenue from tenant reimbursement of common area maintenance and other operating expenses is recognized pursuant to the tenant’s lease.

Property Operating and Maintenance

      Included in property operating and maintenance are expenses for common area maintenance, insurance, bad debts, and nonreimbursable operating expenses.

F-12

CENTERAMERICA PROPERTY TRUST, L.P.

Notes to Combined Statement of Revenues and Certain Operating Expenses of

Properties Acquired

Year Ended December 31, 2000 and Nine Months Ended September 30, 2001 — Continued

(dollars in thousands)

2.  Tenant Leases

      The Properties are leased to tenants under operating leases. Future minimum rentals payable from tenants under noncancelable operating leases, excluding tenant reimbursements of operating expenses and contingent rentals based on tenant sales volume, are approximately as follows at December 31, 2000:

	December 31,
	2000
2001	$	65,276
2002		60,242
2003		52,815
2004		44,165
2005		35,965
Thereafter		282,289
	$	540,752

      The general economic climate, as well as local factors primarily within Texas and in the Houston and Dallas/ Fort Worth metropolitan areas, affect operations of the Properties. The tenant base includes national, regional and local retailers. No tenant occupies more than 10% of leasable space or represents more than 10% of revenue.

3.  Related Party Transactions

      The Partnership has a 10% managing membership interest in CenterAmerica Venture Fund, LLC (CAV) which is accounted for under the equity method of accounting. Equity in earnings of CAV, which are included in other revenues, was $44 and $61 for the year ended December 31, 2000 and for the nine months ended September 30, 2001, respectively.

      The Partnership provides management, leasing of property, acquisitions and financial services to CAV. For the year ended December 31, 2000 and for the nine months ended September 30, 2001, revenues from such services, which are included in other revenues, totaled $917 and $1,210, respectively.

4.  Acquisition of Properties (Unaudited)

      On March 1, 2002, the Partnership closed on its agreement with New Plan Excel Realty Trust, Inc. to sell 92 community and neighborhood shopping centers and the Partnership’s 10% managing membership interest in CAV.

F-13

EXHIBIT INDEX

Exhibit	Document
2.1	Purchase Agreement, dated as of January 13, 2002, by and among the Company, CenterAmerica and certain affiliates of CenterAmerica, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 14, 2002.
99.1	Press Release, dated March 1, 2002, issued by the Company.