<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission File Number: 1-15923
KRAMONT REALTY TRUST
(Exact name of Registrant as specified in its charter)
Maryland 25-6703702
(State of Incorporation) (I.R.S. Employer Identification No.)
580 West Germantown Pike, Plymouth Meeting, PA 19462
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 825-7100
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Number of Common Shares of Beneficial Interest, par value $.01 per share, as of
August 1, 2000 : 18,752,912
Kramont Realty Trust became subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, on June 16, 2000 by virtue of the
merger of the businesses of CV Reit, Inc. (Commission File No. 1-8073) and
Kranzco Realty Trust (Commission File No. 1-11478) on June 16, 2000.
<PAGE> 2
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
------ 2000 1999
-------- ------------
<S> <C> <C>
Real estate - income producing, net of accumulated depreciation $ 690,519 $ 173,076
Mortgage notes receivable 62,648 63,385
Investments in unconsolidated affiliates 3,179 3,390
Cash and cash equivalents (includes $3,064 and $890 restricted) 18,775 4,385
Other real estate (net of allowance for losses of $2,200 and $2,401) 5,458 5,503
Receivables and accrued income 6,690 2,164
Prepaid expenses and other 5,433 5,858
---------- ----------
Total assets $792,702 $257,761
========== ==========
LIABILITIES AND BENEFICIARIES' EQUITY
-------------------------------------
LIABILITIES:
Mortgages and notes payable $ 519,557 $ 156,329
Accounts payable and other liabilities 18,373 3,987
Distributions payable 8,419 3,037
---------- ----------
Total liabilities 546,349 163,353
---------- ----------
Minority interests in Operating Partnerships 16,161 16,846
---------- ----------
BENEFICIARIES' EQUITY:
Convertible preferred shares of beneficial interest, Series
A-1, $0.01 par value; authorized 11,155 shares; outstanding
11,155 shares as of June 30, 2000 1 -
Convertible preferred shares of beneficial interest, Series
B-1, $0.01 par value; authorized 1,235,000 shares; outstanding
1,183,277 shares as of June 30, 2000 11 -
Preferred shares of beneficial interest, Series D-1, $0.01 par
value; authorized 2,070,000 shares; outstanding 1,800,000 shares as
of June 30, 2000 18 -
Common shares of beneficial interest, $0.01 par value; authorized
96,683,845 shares; and outstanding, 18,752,912 and
7,966,621 as of June 30, 2000 and December 31, 1999,respectively 188 80
Additional paid-in capital 176,227 18,490
Retained earnings 54,503 58,992
---------- ----------
230,948 77,562
Unearned compensation on restricted shares of beneficial interest
(756) -
---------- ----------
Total beneficiaries' equity 230,192 77,562
---------- ----------
Total liabilities and beneficiaries' equity $ 792,702 $ 257,761
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Rent $ 9,700 $ 6,480 $ 16,674 $ 12,049
Interest, principally from mortgage notes 1,992 2,008 3,965 4,021
----------- ----------- ----------- -----------
11,692 8,488 20,639 16,070
----------- ----------- ----------- -----------
Expenses:
Interest 4,503 2,958 7,692 5,424
Operating 2,393 1,873 4,611 3,581
Depreciation and amortization 1,592 1,040 2,696 1,913
General and administrative 533 495 953 875
----------- ----------- ----------- -----------
9,021 6,366 15,952 11,793
----------- ----------- ----------- -----------
2,671 2,122 4,687 4,277
Equity in income of unconsolidated affiliates 52 (2) 126 15
Non-recurring professional fees -- (285) -- (285)
Minority interests in income of
Operating Partnerships (250) (290) (574) (633)
----------- ----------- ----------- -----------
Net Income 2,473 1,545 4,239 3,374
Preferred share distribution (323) -- (323) --
----------- ----------- ----------- -----------
Net income to common shareholders $ 2,150 $ 1,545 $ 3,916 $ 3,374
=========== =========== =========== ===========
Per common share:
Net income, basic and diluted $ .22 $ .19 $ .44 $ .42
=========== =========== =========== ===========
Dividends declared $ .33 $ .29 $ .62 $ .58
=========== =========== =========== ===========
Average common shares outstanding:
Basic 9,849,599 7,966,621 8,908,110 7,966,621
=========== =========== =========== ===========
Diluted 9,850,532 7,966,621 8,909,043 7,966,621
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF BENEFICIARIES EQUITY
JUNE 30,2000
(dollars in thousands)
<TABLE>
<CAPTION>
Preferred
Common Preferred Shares of
Shares of Shares of Beneficial
Beneficial Par Beneficial Interest
Interest Value Interest Par Value
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000 7,967 $ 80 -- $ --
Net Income -- $ -- -- $ --
Issuance of Common Shares - acquisition 10,566 106 -- --
Issuance of Preferred shares - acquisition -- -- 2,994 30
Issuance of Common Shares - employee 75 1 -- --
Issuance of Common Shares - OP Units exchanged 145 1 -- --
Accretion of unearned compensation -- -- -- --
Distributions on Common Shares - First Quarter -- -- -- --
Distributions on Common Shares - Second Quarter -- -- -- --
Distributions on Preferred Shares -- -- -- --
------------------------------------------------------------
BALANCE, JUNE 30, 2000 18,753 $ 188 2,994 $ 30
============================================================
</TABLE>
<TABLE>
<CAPTION>
Unearned
Compensation
on Restricted
Additional Shares of
Paid in Retained Beneficial
Capital Earnings Interest
<S> <C> <C> <C>
BALANCE, JANUARY 1, 2000 $ 18,490 $ 58,992 $ --
Net Income $ -- $ 4,239 $ --
Issuance of Common Shares - acquisition 104,628 -- --
Issuance of Preferred shares - acquisition 51,010 -- --
Issuance of Common Shares - employee 761 -- (762)
Issuance of Common Shares - OP Units exchanged 1,338 -- --
Accretion of unearned compensation -- -- 6
Distributions on Common Shares - First Quarter -- (2,310) --
Distributions on Common Shares - Second Quarter -- (6,095) --
Distributions on Preferred Shares -- (323) --
-----------------------------------------
BALANCE, JUNE 30, 2000 $176,227 $ 54,503 $ (756)
=========================================
</TABLE>
4
<PAGE> 5
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,239 $ 3,374
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,696 1,913
Amortization of unearned compensation on restricted shares of
beneficial interest 6 --
Equity in depreciation and amortization of unconsolidated affiliates 89 91
Minority interests in income of Operating Partnership 574 633
Changes in assets and liabilities, net of effects from acquisitions:
(Increase) Decrease in receivables, accrued income, prepaid expenses
and other 3,845 (948)
Increase (Decrease) in accounts payable and other liabilities
(6,437) (379)
--------- ---------
Net cash provided by (used in) operating activities 5,012 4,684
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 737 676
Acquisitions of real estate -- (402)
Cash acquired in acquisition 5,479 --
Capital improvements (991) (974)
Change in restricted cash (2,174) --
Other 167 192
--------- ---------
Net cash provided by (used in) investing activities 3,218 (508)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 11,464 24,858
Repayments of borrowings (2,005) (21,438)
Cash distributions paid on common shares (4,624) (4,627)
Distributions to minority interests (849) (870)
Redemption of Operating Partnership units -- (546)
--------- ---------
Net cash provided by (used in) financing activities
3,986 (2,623)
--------- ---------
Net (decrease) increase in unrestricted cash and cash equivalents 12,216 1,553
Unrestricted cash and cash equivalents at the beginning of the period 3,495 3,845
--------- ---------
Unrestricted cash and cash equivalents at the end of the period $ 15,711 $ 5,398
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 7,612 $ 5,174
========= =========
Acquisitions:
Fair value of assets acquired $(527,093) $ (32,685)
Liabilities assumed or incurred 375,866 32,283
Preferred shares of beneficial interest issued 51,040 --
Common shares of beneficial interest issued 105,666 --
--------- ---------
Net of cash acquired $ 5,479 $ (402)
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
ORGANIZATION AND BUSINESS
Kramont Realty Trust ("Kramont") is a self-administered, self - managed equity
real estate investment trust ("REIT") which is engaged in the ownership,
acquisition, redevelopment, management and leasing of community and neighborhood
shopping centers. All of Kramont's assets (or the economic benefit thereof) are
held by (and all of its operations are conducted through) two operating
partnerships, Kramont Operating Partnership, L.P. and Montgomery CV Realty L.P.
(together with their wholly-owned subsidiaries hereinafter collectively referred
to as the "OPs"), under an Umbrella Partnership REIT (UPREIT) structure. As of
June 30, 2000, Kramont owned 93.48% of Kramont Operating Partnership, L.P. and
is its sole general partner . As of June 30, 2000 Kramont indirectly owned
99.14% of the beneficial interest of Montgomery CV Realty, L.P. and indirectly
owned 100% of its sole general partner. As of June 30, 2000, the OPs owned,
operated and managed 88 shopping centers and two office buildings, located in 16
states aggregating approximately 12 million square feet.
Kramont was formed through the merger of Kranzco Realty Trust ("Kranzco") and CV
Reit, Inc. ("CV Reit") in a series of mergers effective as of June 16, 2000. The
Agreement and Plan of Reorganization and Merger dated December 10, 1999 was
adopted and approved by the shareholders of both companies on June 6, 2000.
Terms of the merger called for common shareholders of both companies to each
receive one share of Kramont common stock for each outstanding share of CV Reit
and Kranzco common stock on a tax-free basis and for the exchange of Kranzco
preferred shares for Kramont preferred shares with the same rights.
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Kramont and all subsidiaries (the "Company"), including the OPs. The Company
owns a 95% economic interest in Drexel Realty, Inc. ("Drexel"), a real estate
management and leasing company, but none of the voting stock, and owns 45%-50%
interests in certain real estate partnerships, which are accounted for on the
equity method. Significant intercompany accounts and transactions have been
eliminated in consolidation. The merger was accounted for as a purchase by CV
Reit of Kranzco for accounting purposes because, among other things, for a
period of at least two years a majority of the Board of Trustees of Kramont will
consist of former members of the CV Reit Board of Directors and CV Reit's former
Chief Executive Officer became the Chief Executive Officer of Kramont.
Accordingly, the purchase price of $172.0 million was allocated to Kranzco's
assets acquired and liabilities assumed based on their estimated fair values.
The historical amounts included in the accompanying consolidated financial
statements prior to June 16, 2000 represent those of CV Reit.
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been consolidated or omitted pursuant to such rules
and regulations; however, the Company believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in the CV Reit annual report on Form
10-K for the fiscal year ended December 31, 1999.
The consolidated financial statements for the interim periods included herein,
which are unaudited, include,
6
<PAGE> 7
in the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position and
results of operations of the Company for the periods presented. The results of
operations for interim periods should not be considered indicative of results to
be expected for the full year.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported statements of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual revenues could differ from those estimates.
REVENUE RECOGNITION
Rental revenue is recognized on a straight-line basis over the terms of the
leases. The majority of leases provide for reimbursement to the Company of the
tenants' share of common area maintenance costs, insurance and real estate
taxes, which are recorded on the accrual basis.
EARNINGS PER SHARE
Basic income per share is computed using net income applicable to common
shareholders divided by the weighted average number of common shares
outstanding. Dilutive earnings per share includes the dilutive effect of
outstanding options for which the average market price exceeded the exercise
price. The convertible preferred shares were not dilutive and were therefore not
included in the computation of dilutive earnings per share.
(2) ACQUISITIONS
The merger of CV Reit and Kranzco Realty Trust was accounted for as a purchase
by CV Reit of Kranzco. Accordingly, the operating results of the net assets
acquired are included in the consolidated financial statements from the
effective date of the merger which was June 16, 2000.
The following unaudited proforma data summarizes the consolidated results of
operations for the six month periods indicated as if the acquisition had
occurred on January 1, 1999. The proforma results do not purport to be
indicative of the results of operations which would have actually been reported
had the acquisitions been consummated on those dates, or which may be reported
in the future (in thousands, except per share data):
<TABLE>
<CAPTION>
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Revenues $ 57,202 $ 55,718
Net income before preferred distribution $ 11,515 $ 13,616
Net income $ 7,608 $ 9,689
Net income per common share, basic and diluted $ .41 $ .52
</TABLE>
(3) REAL ESTATE - INCOME PRODUCING ("REAL ESTATE")
Real Estate is located in 16 states and consists of (in thousands):
7
<PAGE> 8
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Land $ 120,550 $ 18,302
Shopping centers 574,850 156,949
Office buildings 5,007 4,933
--------- ---------
Total 700,407 180,184
Less accumulated depreciation (9,888) (7,108)
--------- ---------
Net Real Estate $ 690,519 $ 173,076
========= =========
</TABLE>
(4) MORTGAGE NOTES RECEIVABLE
At June 30, 2000, the Company's mortgage notes receivable consisted of $62.6
million collateralized by first mortgages on the recreation facilities at four
Century Village adult condominium communities in southeast Florida
(collectively, the "Recreation Notes"). The Recreation Notes provide for
self-amortizing equal monthly principal and interest payments due through July
31, 2023, bear interest at 11% to 13.5% per annum (12.26% average), and contain
certain prepayment prohibitions or penalty provisions. The Recreation Notes are
pledged as collateral for borrowings (see Note 5).
(5) BORROWINGS
Borrowings consist of (in thousands):
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Mortgages payable through June 2003 under fixed rate real estate
mortgage loan, interest fixed at 7.96%, collateralized by Real Estate
(see Note 3) $181,700 $ --
Mortgages payable through February 2009, interest ranging
from 6.09% to 10.28%, collateralized by Real Estate (see Note 3). 136,799 78,720
Mortgages payable through October 2008 under a fixed rate mortgage,
interest fixed at 7.00%, collateralized by Real Estate (see Note 3) 64,878 --
Mortgages payable through March 2001 under $100 million credit facility,
interest at one month LIBOR (6.65% at June 30, 2000) plus 1.75%,
collateralized by Real Estate (see Note 3) and certain of the
Recreation Notes (see Note 4). (a) 59,300 49,036
Mortgages payable through August 2000 under $100 million credit
facility, interest at one month LIBOR (6.65% at June 30, 2000) plus 1.75%,
collateralized by Real Estate (repaid in August 2000 - see Note 3) (a) 47,765 --
Collateralized Mortgage Obligations, net of unamortized discount of $388,000
and $439,000 based on an effective interest rate of 8.84%, collateralized
by certain of the Recreation Notes (see Note 4), quarterly self-amortizing
principal and interest payment required through March 2007. 26,415 27,823
</TABLE>
8
<PAGE> 9
<TABLE>
<S> <C> <C>
$3.5 million revolving credit facility, interest at one month LIBOR plus
1.80%, maturing August 2000, collateralized by Real Estate. 1,950 750
$1 million unsecured credit facility, interest at Prime (9.50% at June 30,
2000) , maturing December 2000 750 --
-------- --------
Totals $519,557 $156,329
======== ========
</TABLE>
(a) - Mortgages have been refinanced effective August 1, 2000. Mortgages
are payable through August 2003, interest at one month LIBOR plus a
minimum of 1.85% to a maximum of 2.95%.
(6) SEGMENT REPORTING
The following disclosure includes information on the Company's operating
segments (in thousands):
<TABLE>
<CAPTION>
Income
Producing
Real Estate,
Principally Mortgage
Shopping Notes
Centers Receivable Other Consolidated
------------ ---------- ----- ------------
<S> <C> <C> <C> <C>
Quarter ended June 30, 2000:
Total revenues $ 9,693 $ 1,924 $ 75 $ 11,692
============ ========== ===== ============
Net operating income before
interest expense $ 7,359 $ 1,924 $ 17 $ 9,300
============ ========== ===== ============
Net operating income after
interest expense $ 3,895 $ 885 $ 17 $ 4,797
============ ========== ===== ============
Net operating income from reportable
segments $ 4,797
Depreciation and amortization (1,592)
General, administrative and other (482)
Minority interests in income of OP's (250)
Preferred share distributions (323)
------------
Net income $ 2,150
============
Quarter ended June 30, 1999:
Total revenues $ 6,461 $ 1,976 $ 51 $ 8,488
============ ========== ===== ============
Net operating income before
interest expense $ 4,627 $ 1,976 $ 12 $ 6,615
============ ========== ===== ============
Net operating income after
interest expense $ 2,505 $ 1,140 $ 12 $ 3,657
============ ========== ===== ============
Net operating income from reportable
segments $ 3,657
Depreciation and amortization (1,040)
General, administrative and other (782)
Minority interests in income of OP (290)
------------
Net income $ 1,545
============
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Income
Producing
Real Estate,
Principally Mortgage
Shopping Notes
Centers Receivable Other Consolidated
------------ ---------- ------ ------------
<S> <C> <C> <C> <C>
Six months ended June 30, 2000:
Total revenues $ 16,650 $ 3,862 $ 127 $ 20,639
============ ========== ====== ============
Net operating income before
interest expense $ 12,173 $ 3,862 $ (6) $ 16,029
============ ========== ====== ============
Net operating income after
interest expense $ 6,457 $ 1,886 $ (6) $ 8,337
============ ========== ====== ============
Net operating income from reportable
segments $ 8,337
Depreciation and amortization (2,696)
General, administrative and other (828)
Minority interests in income of OP's (574)
Preferred share distributions (323)
------------
Net income $ 3,916
============
Six months ended June 30, 1999:
Total revenues $ 12,011 $ 4,003 $ 56 $ 16,070
============ ========== ====== ============
Net operating income before
interest expense $ 8,475 $ 4,003 $ 11 $ 12,489
============ ========== ====== ============
Net operating income after
interest expense $ 4,659 $ 2,395 $ 11 $ 7,065
============ ========== ====== ============
Net operating income from reportable
segments $ 7,065
Depreciation and amortization (1,913)
General, administrative and other (1,145)
Minority interests in income of OP (633)
------------
Net income $ 3,374
============
At June 30, 2000:
Investment in real estate and
mortgage notes receivable $ 690,519 $ 62,648 $8,637 $ 761,804
============ ========== ====== ============
Borrowings $ 474,642 $ 44,915 $ -- $ 519,557
============ ========== ====== ============
At December 31, 1999:
Investment in real estate and
mortgage notes receivable $ 173,076 $ 63,385 $8,893 $ 245,354
============ ========== ====== ============
Borrowings $ 119,520 $ 36,809 $ -- $ 156,329
============ ========== ====== ============
</TABLE>
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Kramont was formed through the merger of Kranzco Realty Trust and CV Reit, Inc.
effective June 16, 2000. The Agreement and Plan of Reorganization and Merger
dated December 10, 1999 was adopted and approved by the shareholders of both
companies on June 6, 2000. Terms of the merger called for common shareholders of
both companies to each receive one share of Kramont common stock for each
outstanding share of CV Reit and Kranzco common stock on a tax-free basis.
RESULTS OF OPERATIONS
The results of operations include those of Kranzco from June 16, 2000.
Net Income
Three Months Ended June 30, 2000 and 1999
For the quarter ended June 30, 2000, net income to common shareholders of
beneficial interest was $2,150,000 or $.22 per common share compared to
$1,545,000 or $.19 per share for the same period of 1999.
During the quarter ended June 30, 2000, rent revenue and operating expenses
increased by $3,220,000 and $520,000, respectively (a net rental income increase
of $2,700,000), primarily due to the merger of CV Reit and Kranzco which was
recorded as a purchase of Kranzco by CV Reit. The increase also reflects
improved operating results from income producing properties owned by CV Reit
prior to the merger.
Interest expense increased by $1,545,000 during the second quarter of 2000 as a
result of increased borrowings assumed in the merger of CV Reit and Kranzco, as
well as an increase in interest rates on floating rate debt.
Depreciation and amortization increased by $552,000 primarily due to the
addition of 62 shopping centers as a result of the merger of CV Reit and
Kranzco.
Interest income decreased by $16,000 during the second quarter of 2000,
primarily attributable to scheduled repayments of mortgage notes receivable (see
Note 4) which are long term and require self-amortizing payments through 2023.
General and administrative expenses increased by $38,000 primarily due to higher
professional fees, performance related bonuses, and increased personnel as a
result of the merger of CV Reit and Kranzco Realty Trust.
The $54,000 increase in equity in income of unconsolidated affiliates was
primarily attributable to Drexel.
Six Months Ended June 30, 2000 and 1999
For the six months ended June 30, 2000, net income to common shareholders of
beneficial interest was $3,916,000 or $.44 per share compared to $3,374,000 or
$.42 per common share for the same period of 1999.
During the six months ended June 30, 2000, rent revenue and operating expenses
increased by $4,625,000 and $1,030,000, respectively (a net rental income
increase of $3,595,000), primarily due to the merger of CV Reit and Kranzco. The
increase also reflects improved operating results from income producing
properties owned by CV Reit prior to the merger.
Interest expense increased by $2,268,000 during the six months of 2000 as a
result of increased borrowings
11
<PAGE> 12
assumed in the merger of CV Reit and Kranzco, as well as an increase in interest
rates on floating rate debt.
Depreciation and amortization increased by $783,000 principally due to the
addition of 62 shopping centers as a result of the merger of CV Reit and
Kranzco.
Interest income decreased by $56,000 during the six months of 2000, primarily
attributable to scheduled repayments of mortgage notes receivable (see Note 4)
which are long term and require self-amortizing payments through 2023.
General and administrative expenses increased by $78,000 primarily due to higher
professional fees, performance related bonuses, and increased personnel as a
result of the merger of CV Reit and Kranzco Realty Trust.
Funds From Operations
Funds From Operations ("FFO"), as defined by the National Association of Real
Estate Investment Trusts (NAREIT), consists of net income (computed in
accordance with generally accepted accounting principles) before depreciation
and amortization of real property, extraordinary items and gains and losses on
sales of real estate.
The following schedule reconciles FFO to net income (in thousands):
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
------ ------
<S> <C> <C>
Net income to common shareholders $3,916 $3,374
Depreciation and amortization of real
property (including unconsolidated affiliates) * 2,421 1,683
------ ------
FFO $6,337 $5,057
====== ======
</TABLE>
* Net of amounts attributable to minority interests.
We believe that FFO is an appropriate measure of operating performance because
real estate depreciation and amortization charges are not meaningful in
evaluating the operating results of our properties and would distort the
comparative measurement of performance and are not relevant to ongoing
operations. However, FFO does not represent cash generated from operating
activities in accordance with generally accepted accounting principles and
should not be considered as an alternative to either net income as a measure of
our operating performance or to cash flows from operating activities as an
indicator of liquidity or cash available to fund all cash flow needs. In
addition, since other REITs may not calculate FFO in the same manner, FFO
presented herein may not be comparable to that reported by other REITs.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated Statements of Cash Flows
Net cash provided by operating activities, as reported in the Consolidated
Statements of Cash Flows, amounted to $5.0 million for the six months ended June
30, 2000 compared to $4.7 million for the same period
12
<PAGE> 13
in 1999. These amounts generally reflect FFO and net changes in other assets and
liabilities.
Net cash provided by investing activities for the six months ended June 30, 2000
increased to $3.2 million from net cash used by investing activities of $.5
million for the same period in 1999. The 2000 amounts reflect $5.5 million net
cash received in the merger of CV Reit and Kranzco and $.7 million of
collections on mortgage notes receivable partially offset by $.9 million of
capital improvements, as well as an increase in restricted cash of $2.2 million.
The 1999 amounts principally consist of $1.0 million of capital improvements and
$.4 million used in the acquisition, partially offset by $.7 million of
collections on mortgage notes receivable.
Net cash provided by financing activities increased to $4.0 million for the six
months ended June 30, 2000 from net cash used in financing activities of $2.6
million in the same period in 1999. The 2000 amounts primarily consist of $9.5
million of net proceeds from borrowings, partially offset by cash distributions
of $4.6 million to shareholders and $.8 million to minority interests. The 1999
amounts consist of cash distributions amounting to $4.6 million to stockholders
and $.9 million to minority interests, partially offset by $3.4 million of net
proceeds from borrowings.
Borrowings
At June 30, 2000, borrowings were $519.6 million, including $59.3 million
borrowed under our line of credit with GMAC Commercial Mortgage ("GMAC") (see
below). Scheduled principal payments over the next five years are $407.5 million
with $112.0 million due thereafter. Borrowings consist of $393.3 million of
fixed rate indebtedness, with a weighted average interest rate of 7.79% at June
30, 2000, and $126.2 million of variable rate indebtedness with a weighted
average interest rate of 8.39%. The borrowings are collateralized by a
substantial portion of the Real Estate and the Recreation Notes. The Company
expects to refinance certain of these borrowings, at or prior to maturity,
through new mortgage loans on Real Estate. The ability to do so, however, is
dependent upon various factors, including the income level of the properties,
interest rates and credit conditions within the commercial real estate market.
Accordingly, there can be no assurance that such refinancing can be achieved.
As of June 30, 2000, aggregate principal payments on all outstanding
indebtedness were due, as follows:
<TABLE>
<S> <C>
2000 $110,503
2001 24,473
2002 12,692
2003 212,736
2004 47,137
Thereafter 112,016
--------
$519,557
========
</TABLE>
Effective August 1, 2000, the Company entered into an Amended and Restated Loan
and Credit Facility Agreement (the "Amended Facility") with GMAC wherein GMAC
has increased an existing $100 million facility to a $155 million facility. The
Amended Facility is a non-revolving line of credit with individual loan terms of
(1) three years if funds are advanced within the first twelve months, and (2)
two years if funds are advanced during the thirteenth to the eighteenth month.
Advances under the Amended Facility: (1) must be secured by assets based on
specified aggregate loan to value and debt service coverage ratios, (2) bear
interest at an annual rate of one month LIBOR plus a spread ranging from 185 to
295 basis points, based on loan to value ratios, and (3) may be drawn only
during the first eighteen months of the credit facility. Additional provisions
include a -1/2% commitment fee, a minimum net worth covenant, cross-default and
cross-collateralization requirements, and under certain conditions an exit fee.
Advances under the Amended
13
<PAGE> 14
Facility may be used to fund acquisitions, expansions, renovations, financing
and refinancing of real estate. As of June 30, 2000, the Company had $59.3
million outstanding under the existing $100 million facility. Upon closing the
Amended Facility on August 1st, 2000 an additional $45.3 million was advanced.
These proceeds, along with $1.2 million in cash, were used to pay off a line of
credit which was assumed in the merger with Kranzco and matured on August 1,
2000. Interest rate caps in the notional amount of $87.3 million were purchased
upon closing of the Amended Facility. Pursuant to the mortgage, the Company is
required to make monthly escrow payments for the payment of tenant improvements
and repair reserves.
In 1996, Kranzco entered into a seven year, fixed rate real estate mortgage loan
in the principal amount of $181.7 million (the " Mortgage Loan"), at a weighted
average interest rate of 7.96%, which is inclusive of trustee and servicer fees.
The Mortgage Loan is secured by twenty seven shopping center properties (the
"Mortgaged Properties"). The entire outstanding principal balance of the
Mortgage Loan is due in June 2003. As a condition of the Mortgage Loan, Kranzco
was required to establish a Sinking Fund Account and a Capital and Tenant
Improvement (TI) Reserve Account. The balance in the Sinking Fund Account as of
June 30, 2000 was $579,000. All funds in the Capital and TI Reserve Account may
be used to fund capital improvements, repairs, alterations, tenant improvements
and leasing commissions at the Mortgaged Properties.
In 1998, Kranzco obtained a $65.9 million fixed rate mortgage from Salomon
Brothers Realty Corp. This mortgage is secured by nine properties acquired by
Kranzco in September 1998. The mortgage bears a fixed interest rate of 7% per
annum and requires monthly payments of interest and principal based on a 30-year
amortization. The mortgage matures on October 1, 2008. The outstanding balance
on the mortgage was approximately $64.9 million as of June 30, 2000. Pursuant to
the mortgage, the Company is required to make monthly escrow payments for the
payment of tenant improvements and repair reserves.
In addition, the Company has twenty-seven mortgages outstanding as of June 30,
2000 which were primarily assumed in connection with various acquisitions of
certain shopping centers. These mortgages have maturity dates ranging from 2000
through 2009. Twenty of the twenty-seven mortgages have fixed interest rates
ranging from 6.08% to 10.28%. The outstanding principal balance on these
mortgages at June 30, 2000 was approximately $120.4 million. Three mortgages
with an outstanding principal balance at June 30, 2000 of $3.4 million have
interest rates payable at a rate adjusted each year equal to the sum of Moody's
A Corporate Bond Index Daily Rate plus 0.125% per annum, rounded up to the next
highest 1/8 percentage rate. Two mortgages with an outstanding principal balance
at June 30, 2000 of $6.8 million have interest rates payable at a rate adjusted
each year equal to the sum of Moody's A Corporate Bond Index Daily Rate minus
0.125% per annum, rounded up to the next highest 1/8 percentage rate. One
mortgage with an outstanding balance at June 30, 2000 of $1.4 million has an
interest rate payable at a rate adjusted monthly to the sum of 30 day LIBOR plus
2.5%. One mortgage with an outstanding balance at June 30, 2000 of $4.8 million
has an interest rate payable at a rate adjusted monthly to the sum of 30 day
LIBOR plus 2.5%.
The Company has a secured line of credit with an outstanding balance at June 30,
2000 of $1.9 million and has an interest rate payable at a rate adjusted monthly
to the sum of 30 day LIBOR plus 1.8%.
The Company has an unsecured line of credit with an outstanding balance at June
30, 2000 of $.8 million and has an interest rate payable at a rate adjusted
monthly to the sum of the PRIME rate plus .5%.
Capital Resources
The Company's funds are generated from rent revenue from income producing
properties and, to a much lesser extent, interest income on the mortgage notes
receivable. The Company believes that the operating funds will be sufficient in
the foreseeable future to fund operating and administrative expenses, interest
14
<PAGE> 15
expense, recurring capital expenditures and distributions to shareholders in
accordance with REIT requirements. Sources of capital for non-recurring capital
expenditures and scheduled principal payments, including balloon payments, on
outstanding borrowings are expected to be obtained from property refinancing,
scheduled principal repayments on the mortgage notes receivable, sales of
non-strategic other real estate, our lines of credit and/or potential debt or
equity financing in the public or private markets.
INFLATION
During recent years, the rate of inflation has remained at a low level and has
had minimal impact on our operating results.
Most of the tenant leases contain provisions designed to lessen the impact of
inflation. These provisions include escalation clauses which generally increase
rental rates annually based on cost of living indexes (or based on stated rental
increases which are currently higher than recent cost of living increases), and
percentage rentals based on tenant's gross sales, which generally increase as
prices rise. Many of the leases are for terms of less than ten years which
increases our ability to replace those leases which are below market rates with
new leases at higher base and/or percentage rentals. In addition, most of the
leases require the tenants to pay their proportionate share of increases in
operating expenses, including common area maintenance, real estate taxes and
insurance.
However, in the event of significant inflation, our operating results could be
adversely affected if general and administrative expenses and interest expense
increase at a rate higher than rent income or if the increase in inflation
exceeds rent increases for certain tenant leases which provide for stated rent
increases (rather than based on cost of living indexes).
FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS
Certain statements contained in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" and elsewhere in this Form 10-Q, that are
not related to historical results, are forward looking statements, such as
anticipated liquidity and capital resources, completion of potential
acquisitions and collectibility of mortgage notes receivable. The matters
referred to in forward looking statements are based on assumptions of future
events which may not prove to be accurate and which could be affected by the
risks and uncertainties involved in our business; accordingly, actual results
may differ materially from those projected and implied in the forward looking
statements. These risks and uncertainties include, but are not limited to, the
effect of conditions in the commercial real estate market and the economy in
general, the level and volatility of interest rates, the impact of current or
pending legislation and regulation, as well as certain other risks described in
the Form 10-Q. Subsequent written and oral forward looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by cautionary statements in this paragraph and elsewhere
described in this Form 10-Q and in other reports we filed with the Securities
and Exchange Commission.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
15
<PAGE> 16
Exhibits:
10.1 Kramont Realty Trust 2000 Incentive Plan (incorporated by
reference from Appendix F to the Joint Proxy
Statement/Prospectus contained in Kramont's Registration
Statement on Form S-4, File No. 333 - 34482, filed April 10,
2000).
27 Financial Data Schedule
Reports on Form 8-K:
On June 20, 2000, the Registrant filed a Current Report on
Form 8-K, reporting under Item 2 "Acquisitions or Dispositions
of Assets" the merger effective on June 16, 2000 of CV Reit,
Inc., a Delaware corporation, and Kranzco Realty Trust, a
Maryland business trust, in a series of mergers, into the
Registrant. No financial statements were included in the
filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KRAMONT REALTY TRUST
_____________________________________
(Registrant)
/s/ Louis P. Meshon, Sr.
August 14, 2000 _____________________________________
Louis P. Meshon Sr., President
/s/ Etta M. Strehle
August 14, 2000 _____________________________________
Etta M. Strehle, Chief Financial Officer
and Treasurer
16
