<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 March 31, 1997
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: 1-8073
CV REIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0950354
(State of Incorporation) (I.R.S. Employer Identification No.)
100 Century Boulevard, West Palm Beach, Florida 33417
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 407-640-3155
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
Common stock, par value New York Stock Exchange
$.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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
<PAGE> 2
CV REIT, INC. AND SUBSIDIARIES
PART I. Financial Information
Item 1. Financial Statements
The consolidated financial statements included herein
have been prepared by the registrant, 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
registrant 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
registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1996.
The consolidated financial statements for the interim
periods included herein, which are unaudited, include, 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 registrant 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.
<PAGE> 3
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
Mar.31, Dec.31,
Assets 1997 1996
------ -------- --------
Real estate mortgage notes:
Long Term Recreation Notes $ 67,134 $ 67,302
Other 17,700 17,506
-------- --------
84,834 84,808
Real estate acquired by foreclosure
(net of allowance for losses of $2,401) 5,451 5,451
Real estate and investments in real
estate partnerships, net of
accumulated depreciation 13,140 13,243
Cash and cash equivalents (includes
$902 and $898 restricted) 6,045 7,564
Short-term investments 6,436 6,436
Other 2,195 1,428
-------- --------
$118,101 $118,930
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities and other credits:
Collateralized Mortgage Obligations $ 34,531 $ 35,064
Accounts payable, accruals and
other liabilities 476 599
Dividends payable 2,551 2,552
Deferred income taxes 7,041 7,041
-------- --------
Total liabilities and other credits 44,599 45,256
-------- --------
Stockholders' equity:
Common stock, $.01 par-shares authorized
10,000,000; outstanding 7,966,621 80 80
Additional paid-in capital 18,490 18,490
Retained earnings 54,932 55,104
-------- --------
Total stockholders' equity 73,502 73,674
-------- --------
$118,101 $118,930
======== ========
See accompanying notes to consolidated financial statements.
<PAGE> 4
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
Three Months Ended
March 31,
-------------------
1997 1996
------- -------
Revenues:
Interest, substantially from
mortgage notes $ 2,685 $ 3,000
Rent and income from real estate
partnerships 662 290
------- -------
3,347 3,290
------- -------
Expenses:
Interest 774 824
Operating, general and administrative 333 307
Depreciation 102 40
------- -------
1,209 1,171
------- -------
2,138 2,119
Recovery of losses, net - 243
------- -------
Net income $ 2,138 $ 2,362
======= =======
Net income per common share $0.27 $0.30
======= =======
Dividends declared per common share $0.29 $0.27
======= =======
Average common shares outstanding 7,966,621 7,966,621
========= =========
See accompanying notes to consolidated financial statements.
<PAGE> 5
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(in thousands)
Balance at December 31, 1996 $55,104
Net income for the three months
ended March 31, 1997 2,138
Dividends declared (2,310)
-------
Balance at March 31, 1997 $54,932
=======
See accompanying notes to consolidated financial statements.
<PAGE> 6
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended
March 31,
-------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,138 $2,362
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 102 40
Equity in depreciation of real estate partnerships 44 44
Recovery of losses, net - (243)
-------- --------
2,284 2,203
Changes in operating assets and liabilities:
Increase in other assets (767) (652)
Increase (decrease) in accounts payable, accruals
and other liabilities (123) 12
-------- --------
Net cash provided by operating activities 1,394 1,563
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate mortgage notes (5,091) (3,895)
Collections on real estate mortgage notes 5,065 5,203
Other (43) (17)
-------- --------
Net cash provided by (used in) investing activities (69) 1,291
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of borrowings (533) (486)
Cash dividends paid (2,311) (2,152)
Increase in restricted cash (4) (3)
-------- --------
Net cash used in financing activities (2,848) (2,641)
-------- --------
Net increase (decrease) in unrestricted cash and
cash equivalents (1,523) 213
Unrestricted cash and cash equivalents at
beginning of the period 6,666 6,749
-------- --------
Unrestricted cash and cash equivalents at
end of the period $5,143 $6,962
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 768 $ 827
======== ========
See accompanying notes to consolidated financial statements.
<PAGE> 7
CV REIT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Real Estate Mortgage Notes
(a) Investments in real estate mortgage notes, substantially
all of which are collateralized by real estate located in southeast
Florida, consist of (in thousands):
Mar. 31, Dec. 31,
1997 1996
-------- --------
Long Term Recreation Notes (the
"Recreation Notes") (Note 1(b)) $ 67,134 $ 67,302
Hilcoast Development Corp.
("Hilcoast"): (Note 1(c)):
Lines of Credit 10,310 10,039
Other 6,233 6,308
First mortgage notes, maturing through
1998, with interest ranging from
8.9% to 11.5%, collateralized
primarily by real property in Palm
Beach and Broward Counties, Florida 1,157 1,159
-------- --------
Totals $ 84,834 $ 84,808
======== ========
(b) At March 31, 1997, the Recreation Notes consisted of $25
million due from Hilcoast (the "Hilcoast Recreation Note"),
collateralized by a first mortgage on certain real estate within
the Century Village at Pembroke Pines, Florida adult condominium
project (the "Pembroke Century Village"), including the recreation
facilities at that project (the "Pembroke Recreation Facilities")
and $42.1 million, collateralized by first mortgages on the
recreation facilities at the three previously completed Century
Village communities.
The Hilcoast Recreation Note bears interest at prime (8.5% at
March 31, 1997 plus 3%, but in any event not less than 9% nor more
than 11%, and currently requires monthly interest payments only.
Upon the earlier to occur of delivery of the last condominium
apartment at the Pembroke Century Village or July 31, 1998, the
Hilcoast Recreation Note is scheduled to be converted to an 11%,
fixed rate, 25 year, $25 million, self-amortizing loan providing
for equal monthly payments of principal and interest. This note
may not be prepaid by Hilcoast without a prepayment penalty and
will be collateralized by a first mortgage on the Pembroke
Recreation Facilities.
<PAGE> 8
The remaining Recreation Notes principally provide for self-
amortizing equal monthly principal and interest payments due
through 2012, with interest rates averaging 13%, and contain
certain prepayment prohibitions.
(c) Hilcoast
Lines of Credit to Hilcoast consist of revolving construction
loan commitments which as of March 31, 1997 aggregated $10.9
million of which $10.3 million was outstanding on that date. The
Lines of Credit are collateralized by real estate within the
Pembroke Century Village; bear interest, payable monthly, ranging
from prime plus 3% (but in any event not less than 9% nor more than
11%) to 12.5%; mature gradually through July 1998; provide for
unused commitment fees ranging from .9% to 1.8% per annum; and,
require specific release prices, principally based on sales of
condominium apartments at the Pembroke Century Village, to be
applied as permanent reductions of amounts available under the
Lines of Credit.
Other real estate mortgage notes due from Hilcoast amounted to
$6.2 million as of March 31, 1997 and includes $5 million payable
July 31, 1998, with interest, payable quarterly, at 10%,
collateralized by the Pembroke Recreation Facilities. The
remaining mortgage note due from Hilcoast matures in December 1997
and bears interest, payable monthly, at prime plus 3% (but in any
event not less than 9% nor more than 11%).
(2) Real Estate Acquired by Foreclosure
Real estate acquired by foreclosure consists of (in
thousands):
Mar. 31, Dec. 31,
1997 1996
Commercial: -------- --------
Broward County, Florida:
Nine acre commercial site in Dania $5,000 $5,000
29 acre commercial site in Miramar 2,595 2,595
------ ------
Total commercial 7,595 7,595
Residential 257 257
------ ------
7,852 7,852
Less allowance for losses (2,401) (2,401)
------ ------
Totals $5,451 $5,451
====== ======
<PAGE> 9
(3) Real Estate and Investments in Real Estate Partnerships
Real estate and investments in real estate partnerships are
located in southeast Florida and consist of (in thousands):
Mar. 31, Dec. 31,
1997 1996
-------- --------
Century Plaza shopping center $ 7,408 $ 7,402
Days Inn motel 4,058 4,058
Administration Building 962 962
Other 81 81
-------- --------
12,509 12,503
Less accumulated depreciation (2,527) (2,425)
-------- --------
9,982 10,078
45%-50% investments in self-storage
warehouse partnerships 3,158 3,165
-------- --------
Totals $13,140 $13,243
======== ========
(4) Borrowings
The Collateralized Mortgage Obligations ("CMO's") amounted to
$34.5 million at March 31, 1997 (net of unamortized discount of
$776,000, based on an effective interest rate of 8.84%), are
collateralized by the Recreation Notes, excluding the Hilcoast
Recreation Note (Note 1(b)), require quarterly self-amortizing
principal and interest payments and mature on March 15, 2007.
(5) Commitments and Contingencies
(a) TGI Development, Inc. ("TGI")
On October 9, 1989, TGI filed a complaint in the Circuit Court
of Palm Beach County against the Company, H. Irwin Levy and certain
unrelated parties alleging misrepresentations by the defendants in
connection with TGI's purchase and development of land from a
previous borrower of the Company. The complaint, as subsequently
amended, consisted of counts of common law fraud and breach of
contract and sought compensatory damages of approximately $2
million in addition to punitive damages. On October 3, 1990, the
Company filed a counterclaim against TGI in connection with an
$800,000 promissory note from TGI to the Company. On February 9,
1994, the Circuit Court granted a Final Judgment in favor of the
Company, which dismissed TGI's claim of common law fraud against
the Company and struck its punitive damage claim. In accordance
with an agreement between the parties, on August 23, 1994, the
Court dismissed the breach of contract claim with prejudice and
entered a judgment in the amount of $1.1 million in favor of the
Company on the aforementioned counterclaim. The Company agreed not
to execute that judgment until completion of TGI's appeal of the
Final Judgment on its claim for compensatory damages. On January
3, 1996, the Fourth District Court of Appeals reversed the Final
Judgment.
<PAGE> 10
The Company unsuccessfully appealed this reversal to the
Florida Supreme Court and the case has been remanded for trial to
the Circuit Court. Although the Company believes it has
substantial defenses, the ultimate outcome of this litigation
cannot presently be determined. Accordingly, no provision for any
liability that may result upon final adjudication has been made in
the accompanying financial statements. In management's opinion,
the final outcome of this litigation will not have a material
adverse effect on the Company's financial condition.
(b) Other
The Company is subject to various claims and complaints
relative to its business activities. In the opinion of management,
the ultimate disposition of these matters will not have a material
adverse effect on the Company's financial position.
(6) Consulting and Advisory Agreement with Hilcoast
Effective July 31, 1992, the Company and Hilcoast entered into
a consulting and advisory agreement under which Hilcoast provides
certain investment advisory, consulting and administrative services
to the Company, excluding matters related to Hilcoast's loans from
the Company. The agreement, which originally expired on July 31,
1994, has been extended to July 31, 1997, and provides for the
payment of $10,000 per month to Hilcoast, plus reimbursement for
reasonable out of pocket expenses. The agreement may be terminated
by Hilcoast upon 180 days notice and by the Company upon 30 days
notice.
(7) Recent Development
On February 3, 1997, the Company announced that it was engaged
in discussions with private parties with respect to several related
transactions under which the Company would acquire controlling
interests in a number of strip shopping centers. Under the
proposed transactions, the Company would issue additional shares
and, together with others, would transfer real estate interests to
an operating partnership of which a principal of one of the other
parties would be the chief executive officer. The Company has
entered into an agreement with respect to the sharing of certain
due diligence expenses relating to the proposed transactions, which
are also subject to the negotiation of agreements, board and
shareholder approvals, and other conditions. There is no assurance
that the proposed transactions will be consummated.
<PAGE> 11
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition
Results of Operations
Funds From Operations
The Company's Funds From Operations generally consists of net
income, excluding recovery of previously recorded losses, plus
depreciation of real property (including the Company's share of
depreciation in connection with its equity in earnings of
unconsolidated partnerships).
For the quarter ended March 31, 1997, Funds From Operations
amounted to $2,284,000 compared to $2,203,000 for the same quarter
of 1996.
The increase in Funds From Operations reflects higher net
rental income (rent income less related operating costs) resulting
from the acquisition of the Century Plaza shopping center on
September 30, 1996, partially offset by the elimination of interest
income on income producing assets utilized in the acquisition.
Funds From Operations also reflect reductions in administrative
expenses, principally personnel costs, professional fees and
insurance, partially offset by lower net interest income (interest
income less interest expense) resulting from net principal payments
received under the Hilcoast mortgage notes, which repayments were
generally reinvested in lower yielding short-term investments.
Net Income
For the quarter ended March 31, 1997, net income was
$2,138,000 or $.27 per share compared to $2,362,000 or $.30 per
share for the corresponding quarter of 1996.
The 1996 quarter includes a $243,000 net non-recurring credit,
primarily consisting of a recovery of previously recorded losses.
<PAGE> 12
Liquidity and Capital Resources
At March 31, 1997, total assets were $118 million, including
$84.8 million in real estate mortgage notes. Approximately $67.1
million of the real estate mortgage notes are collateralized by
recreation facilities under long-term leases with unit owners at
approximately 29,000 apartments at Century Village adult
condominium communities at Pembroke Pines, West Palm Beach,
Deerfield Beach and Boca Raton, Florida, and generally provide for
self-amortizing, equal monthly installment payments through 2028
(the "Recreation Notes" - see Note 1(b) to Consolidated Financial
Statements). The operations of these facilities historically have
been profitable and, in the Company's opinion, are not likely to be
affected by adverse economic conditions.
The remaining $17.7 million of real estate mortgage notes are
collateralized by real estate within residential projects,
generally located in southeast Florida, including $16.5 million due
from Hilcoast, principally collateralized by first mortgages on
certain real estate at the Century Village at Pembroke Pines adult
condominium community in Broward County, Florida (the "Pembroke
Century Village" - see Note 1(c) to Consolidated Financial
Statements). At March 31, 1997, 7,186 units had been sold and
delivered at the planned 7,780 unit Pembroke Century Village and
the backlog of units under contract for future delivery was 183
units with a sales value of $14.9 million.
Collections on the Company's real estate mortgage notes may be
affected by the future success of the projects which collateralize
these notes, which may, in turn, be affected by conditions in the
housing market.
Operating funds are currently generated from interest income,
principally on mortgage notes, and rentals from income producing
properties. Dividend payments to stockholders, in accordance with
the provisions of the Internal Revenue Code, limit the Company from
utilizing significant amounts of income-generated funds for
investment purposes.
Since its qualification as a REIT and until 1990, monies
received from the repayment of existing mortgage notes and
borrowings were generally reinvested in new and existing mortgage
notes and other real estate related investments, including loans to
developers for the purpose of acquiring, developing or constructing
real estate. In more recent years, the Company's only new loan
commitments have been in connection with its existing borrowers.
The Company has generally reinvested its other available funds in
high quality short-term corporate and government securities. The
Company expects to pursue this strategy while it continues to
evaluate alternative real estate investments. See Note 7 to
Consolidated Financial Statements regarding discussions concerning
possible acquisition of controlling interests in a number of
shopping centers. During the quarter ended March 31, 1997, there
were no new loan commitments.
<PAGE> 13
At March 31, 1997, commitments on outstanding real estate
loans consisted of $600,000 under the Hilcoast Lines of Credit.
The Company expects to be able to meet these commitments with
operating cash flows and existing cash balances. There are
currently no material commitments for capital expenditures.
During the quarter ended March 31, 1997, the Company declared
a cash dividend of $.29 per share, aggregating $2.3 million which
approximates the Company's Funds From Operations.
At March 31, 1997, the outstanding balance of the Company's
Collateralized Mortgage Obligations (the "CMO's") amounted to $34.5
million (net of unamortized discount of $776,000 based on an
effective interest rate of 8.84%). The CMO's are collateralized by
$42.1 million of the Recreation Notes and require self-amortizing
principal and interest payments through March 2007. During the
term of the CMO's, the Company's scheduled annual debt service
requirement approximates $5.2 million compared to annual principal
and interest payments scheduled to be received under the related
mortgage notes receivable of $6.5 million.
Inflation
As of March 31, 1997, the Company had no variable interest
rate borrowings; however, the Company's interest-sensitive mortgage
notes receivable amounted to $37 million. Of this amount, the
interest rate on $34 million is limited to the lower of 11% or
prime + 3%. As of March 31, 1997, the interest rate on those notes
had reached the 11% ceiling; accordingly, in the event of
inflation, even if such inflation is accompanied by rising interest
rates, the effect on the Company's results of operations is not
expected to be material.
<PAGE> 14
PART II. Other Information
Item 6 - Exhibits and Reports on Form 8-K:
Exhibits:
10(i) Letter, dated February 26, 1997, from Hilcoast
Development Corp. to CV Reit, Inc. in connection with
$3 million Promissory Note.
10(ii) Letter, dated February 26, 1997, from CV Reit, Inc. to
Hilcoast Development Corp. in connection with $3
million Promissory Note.
27 Financial Data Schedule
Reports on Form 8-K:
The Company was not required to file Form 8-K during
the quarter for which this report is filed.
<PAGE> 15
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.
CV REIT, INC.
________________________________
(Registrant)
/s/ Stanley Brenner
April 16, 1997 ________________________________
Stanley Brenner, President
/s/ Elaine Kahant
April 16, 1997 ________________________________
Elaine Kahant, Vice President,
Treasurer and Principal
Financial and Accounting Officer
EXHIBIT 10(i)
HILCOAST DEVELOPMENT CORP.
19146 Lyons Road
Boca Raton, FL 33434
February 26, 1997
CV Reit, Inc.
Century Village Administration Building
100 Century Blvd.
West Palm Beach, FL 33417
Attn: Mr. Stanley Brenner, President
RE: $3,000,000.00 Promissory Note ("Note") dated September 30,
1993 from NewCen Communities, Inc., a Florida corporation
("Maker") in favor of CV Reit, Inc., a Delaware corporation
("Payee") Guaranteed by Hilcoast Development Corp., a Delaware
corporation ("Guarantor"); said Note being secured by that
certain Mortgage ("Mortgage") recorded in Official Records
Book 21247, at Page 768 of the Public Records of Broward
County, Florida
Dear Stan:
The Guarantor is aware of the fact that the Maker has
requested the Payee to extend the "Maturity Date" as set forth in
the Note, as extended by those certain letter agreements, dated
September 30, 1994, February 6, 1995 and August 11, 1995, to
November 30, 1997 provided, of course, that the monthly interest
payments shall continue to be made to and including the first
business day of November, 1997.
Please be advised that the Guarantor consents to the foregoing
and same shall in no way affect the obligations of the Guarantor as
the guarantor of the Note.
Very truly yours,
HILCOAST DEVELOPMENT CORP.
/s/ H. Irwin Levy
By:_______________________________
H. Irwin Levy, President
EXHIBIT 10(ii)
CV REIT, INC.
100 Century Blvd.
West Palm Beach, FL 33417
February 26, 1997
NewCen Communities, Inc.
19146 Lyons Road
Boca Raton, FL 33434
Attn: Mr. Jack Jaiven, Vice President
RE: $3,000,000.00 Promissory Note ("Note") dated September 30,
1993 from NewCen Communities, Inc., a Florida corporation
("Maker") in favor of CV Reit, Inc., a Delaware corporation
("Payee") Guaranteed by Hilcoast Development Corp., a Delaware
corporation ("Guarantor"); said Note being secured by that
certain Mortgage ("Mortgage") recorded in Official Records
Book 21247, at Page 768 of the Public Records of Broward
County, Florida
Dear Jack:
This letter will confirm that CV Reit has extended the
"Maturity Date" as set forth in the Note, as extended by those
certain letter agreements, dated September 30, 1994, February 6,
1995 and August 11, 1995, to November 30, 1997 provided, of course,
that the monthly interest payments shall continue to be made
through and including the first business day of November, 1997. In
all other respects, the Note shall remain in full force and effect
in accordance with the terms and provisions thereof.
Very truly yours,
CV REIT, INC.
/s/ Stanley Brenner
By:_________________________________
Stanley Brenner, President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,045<F1>
<SECURITIES> 6,436
<RECEIVABLES> 84,834
<ALLOWANCES> 2,401
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 23,519
<DEPRECIATION> 2,527
<TOTAL-ASSETS> 118,101
<CURRENT-LIABILITIES> 0
<BONDS> 34,531
0
0
<COMMON> 80
<OTHER-SE> 73,422
<TOTAL-LIABILITY-AND-EQUITY> 118,101
<SALES> 0
<TOTAL-REVENUES> 3,347
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 333
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 774
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<INCOME-TAX> 0
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<EPS-PRIMARY> .27
<EPS-DILUTED> .27
<FN>
<F1>INCLUDES $902 OF RESTRICTED CASH.
</FN>
</TABLE>
