<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, 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)
Jun.30, Dec.31,
Assets 1997 1996
------ -------- --------
Real estate mortgage notes:
Long Term Recreation Notes $ 66,874 $ 67,302
Other 16,752 17,506
-------- --------
83,626 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 13,026 13,243
Cash and cash equivalents (includes
$905 and $898 restricted) 7,100 7,564
Short-term investments 5,879 6,436
Other 2,320 1,428
-------- --------
$117,402 $118,930
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities and other credits:
Collateralized Mortgage Obligations $ 33,987 $ 35,064
Accounts payable, accruals and
other liabilities 512 599
Dividends payable 2,545 2,552
Deferred income taxes 7,041 7,041
-------- --------
Total liabilities and other credits 44,085 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 54,747 55,104
-------- --------
Total stockholders' equity 73,317 73,674
-------- --------
$117,402 $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 Six Months Ended
June 30, June 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Revenues:
Interest, substantially
from mortgage notes $ 2,677 $ 2,994 $ 5,362 $ 5,994
Rent and income from real
estate partnerships 635 317 1,297 607
--------- --------- --------- ---------
3,312 3,311 6,659 6,601
--------- --------- --------- ---------
Expenses:
Interest 758 805 1,531 1,629
Operating, general and
administrative 326 326 659 633
Depreciation 102 40 205 80
--------- --------- --------- ---------
1,186 1,171 2,395 2,342
--------- --------- --------- ---------
2,126 2,140 4,264 4,259
Recovery of losses, net - - - 243
--------- --------- --------- ---------
Net income $ 2,126 $ 2,140 $ 4,264 $ 4,502
========= ========= ========= =========
Net income per common share $ .27 $ .27 $ .54 $ .57
========= ========= ========= =========
Dividends declared per
common share $ .29 $ .29 $ .58 $ .56
========= ========= ========= =========
Average common shares
outstanding 7,966,621 7,966,621 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
Six months ended June 30, 1997:
Net income 4,264
Dividends declared (4,621)
-------
Balance at June 30, 1997 $54,747
=======
See accompanying notes to consolidated financial statements.
<PAGE> 6
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30,
-------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $4,264 $4,502
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 205 80
Equity in depreciation of real estate partnerships 87 88
Recovery of losses, net - (243)
-------- --------
4,556 4,427
Changes in operating assets and liabilities:
Increase in other assets (533) (517)
Increase (decrease) in accounts payable, accruals
and other liabilities (87) 3
-------- --------
Net cash provided by operating activities 3,936 3,913
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Fundings of real estate mortgage notes (9,009) (8,975)
Collections on real estate mortgage notes 10,191 12,331
Purchase of short-term investments (5,879) -
Maturity of short-term investments 6,436 -
Costs associated with proposed acquisition (359) (26)
Other (75) 42
-------- --------
Net cash provided by investing activities 1,305 3,372
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of borrowings (1,077) (983)
Cash dividends paid (4,628) (4,305)
Increase in restricted cash (7) (7)
-------- --------
Net cash used in financing activities (5,712) (5,295)
-------- --------
Net increase (decrease) in unrestricted cash and
cash equivalents (471) 1,990
Unrestricted cash and cash equivalents at
beginning of the period 6,666 6,749
-------- --------
Unrestricted cash and cash equivalents at
end of the period $6,195 $8,739
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $1,524 $1,618
======== ========
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) Real estate mortgage notes, substantially all of which
are collateralized by real estate located in southeast Florida,
consist of (in thousands):
Jun. 30, Dec. 31,
1997 1996
-------- --------
Long Term Recreation Notes (the
"Recreation Notes") (Note 1(b)) $ 66,874 $ 67,302
Hilcoast Development Corp.
("Hilcoast"): (Note 1(c)):
Lines of Credit 9,667 10,039
Other 6,179 6,308
First mortgage notes, maturing through
1998, with interest rates ranging
from 8.9% to 11.5% 906 1,159
-------- --------
Totals $ 83,626 $ 84,808
======== ========
(b) At June 30, 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 $41.9 million, collateralized by first mortgages on the
recreation facilities at the three previously completed Century
Village communities in southeast Florida.
The Hilcoast Recreation Note bears interest at prime (8.5% at
June 30, 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 June 30, 1997, aggregated $10.3
million. $7.5 million of the Lines of Credit matures on July 31,
1998 and bears interest, payable monthly, at prime plus 3%, but in
any event not less than 9% nor more than 11%. The remaining $2.8
million matures on November 30, 1997 and bears interest, payable
monthly, at prime plus 3%, but in any event not less than 11%. The
Lines of Credit also provide for unused commitment fees amounting
to .9% 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 June 30, 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):
Jun. 30, 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):
Jun. 30, Dec. 31,
1997 1996
-------- --------
Century Plaza shopping center $ 7,411 $ 7,402
Days Inn motel 4,058 4,058
Administration Building 962 962
Other 81 81
-------- --------
12,512 12,503
Less accumulated depreciation (2,630) (2,425)
-------- --------
9,882 10,078
45%-50% investments in self-storage
warehouse partnerships 3,144 3,165
-------- --------
Totals $13,026 $13,243
======== ========
(4) Collateralized Mortgage Obligations ("CMO's")
The CMO's amounted to $34 million at June 30, 1997 (net of
unamortized discount of $743,000, 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.
<PAGE> 10
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. 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
Hilcoast provides certain investment advisory, consulting and
administrative services to the Company, excluding matters related
to Hilcoast's loans from the Company, under a consulting and
advisory agreement which expires in December 31, 1997, as extended.
The agreement provides for the payment of $10,000 per month to
Hilcoast, plus reimbursement for reasonable out of pocket expenses
and may be terminated by Hilcoast upon 180 days notice and by the
Company upon 30 days notice.
(7) Proposed Acquisition
The Company is engaged in negotiations with respect to a
proposed transaction which, if consummated, would result in the
Company acquiring controlling interests in a number of strip
shopping centers and a commercial real estate management company.
The proposed transaction contemplates the formation of a limited
partnership with the Company as the general partner. The Company
will issue additional shares or the limited partnership will issue
partnership units in exchange for interests in the real estate.
The principal of the acquired management company will be
responsible for management of the properties. Consummation of the
proposed transaction is subject to the negotiation of final
agreements, board and shareholder approvals, and other conditions.
There is no assurance that the proposed transaction will be
consummated.
<PAGE> 11
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition
Results of Operations
Net Income
For the second quarter ended June 30, 1997, net income was
$2,126,000 or $.27 per share compared to $2,140,000 or $.27 per
share for the corresponding quarter in 1996.
Net income for the six months ended June 30, 1997 was
$4,264,000 or $.54 per share compared to $4,502,000 or $.57 per
share for the same period of 1996.
Interest income decreased $317,000 and $632,000 for the three
and six months, respectively, partially attributable to an
approximately $7 million and $6 million reduction in the average
balance of the Hilcoast mortgage notes receivable. The average
interest rate on the mortgage notes repaid approximated 12.25% and
the repayments were generally reinvested in lower yielding short-term
investments (averaging approximately 5.25%). Interest income
also decreased due to the elimination of certain income producing
assets utilized in the acquisition of the Century Plaza shopping
center on September 30, 1996, which decrease was more than offset
by higher net rental income (rent income less operating costs) from
Century Plaza as discussed below.
Rent income increased $318,000 and $690,000 for the three and
six month periods, respectively, mainly due to the acquisition of
Century Plaza.
Interest expense decreased during 1997 due to scheduled
principal repayments of the Collateralized Mortgage Obligations,
the Company's only outstanding debt.
Although operating, general and administrative expenses for
the 1997 periods did not fluctuate significantly as compared to the
corresponding 1996 periods, there were additional operating
expenses of $95,000 and $206,000 during the current three and six
month periods, respectively, associated with Century Plaza. These
increases were offset by reductions in general and administrative
expenses, principally personnel costs and professional fees.
<PAGE> 12
The current year's net income reflects additional depreciation
expense of $62,000 for the three month period and $125,000 for the
six month period from Century Plaza.
Net income for the six months ended June 30, 1996 includes a
$243,000 net non-recurring credit, primarily consisting of a
recovery of previously recorded losses.
Funds From Operations
Funds From Operations ("FFO") consists of net income (computed
in accordance with generally accepted accounting principles) before
recovery of previously recorded losses and depreciation of real
property (including the Company's share of depreciation in
connection with its equity earnings in unconsolidated
partnerships). The Company believes that FFO is an appropriate
measure of operating performance because real estate depreciation
charges are not meaningful in evaluating the operating results of
the Company's properties and certain non-recurring items, such as
the recovery of previously recorded losses, 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 the Company's
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.
For the quarter ended June 30, 1997, FFO amounted to
$2,272,000 compared to $2,224,000 for the same quarter of 1996.
For the six months ended June 30, 1997, FFO was $4,556,000
compared to $4,427,000 for the same period of 1996.
Liquidity and Capital Resources
At June 30, 1997, total assets were $117.4 million, including
$83.6 million in real estate mortgage notes. Approximately $66.9
million of the real estate mortgage notes are collateralized by
recreation facilities under long-term leases with unit owners at
approximately 29,300 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 $16.7 million of real estate mortgage notes are
collateralized by real estate within residential projects,
generally located in southeast Florida, including $15.8 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).
<PAGE> 13
At June 30, 1997, 7,279 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 177
units with a sales value of $15.3 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. 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 a proposed acquisition of controlling
interests in a number of shopping centers. During the quarter
ended June 30, 1997, there were no new loan commitments and at June
30, 1997, commitments on outstanding real estate loans and capital
expenditures were insignificant.
During the six months ended June 30, 1997, the Company
declared cash dividends of $.58 per share, aggregating $4.6 million
which approximates the Company's FFO.
<PAGE> 14
At June 30, 1997, the outstanding balance of the CMO's
amounted to $34 million (net of unamortized discount of $743,000
based on an effective interest rate of 8.84%). The CMO's are
collateralized by $41.9 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 Recreation Notes of $6.5 million.
Inflation
As of June 30, 1997, the Company had no variable interest rate
borrowings; however, the Company's interest-sensitive mortgage
notes receivable amounted to $36 million. Of this amount, the
interest rate on $34 million is limited to the lower of 11% or
prime + 3%. As of June 30, 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> 15
PART II. Other Information
Item 6 - Exhibits and Reports on Form 8-K:
Exhibits:
10(i) Letter agreement, dated June 10, 1997, between CV
Reit, Inc. and Hilcoast Advisory Services, Inc.
extending the Consulting and Advisory Agreement to
December 31, 1997.
27 Financial Data Schedule
Reports on Form 8-K:
On April 28, 1997, the registrant filed Form 8-K to
report on a press release announcing an agreement to
acquire shopping centers.
<PAGE> 16
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
August 1, 1997 ________________________________
Stanley Brenner, President
/s/ Elaine Hauff
August 1, 1997 ________________________________
Elaine Hauff, Vice President,
Treasurer and Principal
Financial and Accounting Officer
EXHIBIT 10(i)
HILCOAST ADVISORY SERVICES, INC.
19146 Lyons Road, Boca Raton, FL 33434
(561) 487-8845 FAX (561) 487-4659
June 10, 1997
Mr. Stanley Brenner, President
CV Reit, Inc.
100 Century Blvd.
West Palm Beach, FL 33417
RE: Consulting and Advisory Agreement
("Advisory Agreement"), dated
July 31, 1992
Dear Mr. Brenner,
This letter confirms that the above-referenced Advisory Agreement
between CV Reit, Inc. and Hilcoast Advisory Services, Inc. is
hereby extended through December 31, 1997 under the same terms
and conditions set forth in the Advisory Agreement.
Very truly yours,
/s/ Jack Jaiven
Jack Jaiven
Vice President
Agreement Acknowledged:
CV REIT, INC.
/s/ Stanley Brenner
By:____________________________
Stanley Brenner, President
6/12/97
Dated ________________________
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 7,100<F1>
<SECURITIES> 5,879
<RECEIVABLES> 83,626
<ALLOWANCES> 2,401
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 23,508
<DEPRECIATION> 2,630
<TOTAL-ASSETS> 117,402
<CURRENT-LIABILITIES> 0
<BONDS> 33,987
0
0
<COMMON> 80
<OTHER-SE> 73,237
<TOTAL-LIABILITY-AND-EQUITY> 117,402
<SALES> 0
<TOTAL-REVENUES> 6,659
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 659
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,531
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<INCOME-TAX> 0
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<CHANGES> 0
<NET-INCOME> 4,264
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
<FN>
<F1>INCLUDES $905 OF RESTRICTED CASH.
</FN>
</TABLE>
