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1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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, 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: 1-8073
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: 561-640-3155
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 shares outstanding of the Registrant's Common Stock,par value $.01 per
share, as of May 1, 2000 : 8,111,419
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2
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
ASSETS March 31, Dec. 31,
2000 1999
_________ ________
Real estate - income producing, net of
accumulated depreciation ....................... $172,587 $173,076
Mortgage notes receivable ........................ 63,084 63,385
Investments in unconsolidated affiliates ......... 3,290 3,390
Cash and cash equivalents (includes $920
and $890 restricted) ........................... 2,905 4,385
Other real estate (net of allowance for
losses of $2,200 and $2,401) ................... 5,458 5,503
Receivables and accrued income ................... 2,868 2,164
Prepaid expenses and other ....................... 5,649 5,858
________ ________
$255,841 $257,761
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Borrowings ..................................... $155,347 $156,329
Accounts payable and other liabilities.......... 6,730 7,024
________ ________
Total liabilities .......................... 162,077 163,353
________ ________
Minority interests in Operating Partnership....... 16,746 16,846
________ ________
Stockholders' Equity:
Common stock, $.01 par-shares authorized
20,000,000; outstanding 7,966,621 ............ 80 80
Additional paid-in capital ..................... 18,490 18,490
Retained earnings .............................. 58,448 58,992
________ ________
Total stockholders' equity ................. 77,018 77,562
________ ________
$255,841 $257,761
======== ========
See accompanying notes to consolidated financial statements.
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CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
Three Months Ended
March 31,
2000 1999
___________ ___________
Revenues:
Rent ........................................... $ 6,974 $ 5,569
Interest, principally from mortgage notes ...... 1,973 2,013
___________ ___________
8,947 7,582
___________ ___________
Expenses:
Interest ....................................... 3,189 2,466
Operating ...................................... 2,218 1,708
Depreciation and amortization .................. 1,104 873
General and administrative ..................... 420 380
___________ ___________
6,931 5,427
___________ ___________
2,016 2,155
Equity in income of unconsolidated affiliates .... 74 17
Minority interests in income of
Operating Partnership .......................... (324) (343)
___________ ___________
Net income ....................................... $ 1,766 $ 1,829
=========== ===========
Per common share:
Net income, basic and diluted .................. $ .22 $ .23
=========== ===========
Dividends declared ............................. $ .29 $ .29
=========== ===========
Average common shares outstanding:
Basic ........................................ 7,966,621 7,966,621
=========== ===========
Diluted ...................................... 7,967,160 7,966,621
=========== ===========
See accompanying notes to consolidated financial statements.
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4
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(in thousands)
Balance at December 31, 1999 ................................... $ 58,992
Net income for the three months ended March 31, 2000 ........... 1,766
Dividends declared ............................................. (2,310)
________
Balance at March 31, 2000 ...................................... $ 58,448
========
See accompanying notes to consolidated financial statements.
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5
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended
March 31,
2000 1999
________ _________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ......................................... $ 1,766 $ 1,829
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .................. 1,104 873
Equity in depreciation and amortization
of unconsolidated affiliates ................. 45 46
Minority interests in income of Operating
Partnership .................................. 324 343
Changes in assets and liabilities,
net of effects from acquisitions:
Increase in receivables, accrued income,
prepaid expenses and other .................. (536) (778)
Decrease in accounts payable and other
liabilities ................................. (292) (189)
________ ________
Net cash provided by operating activities ............ 2,411 2,124
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of real estate ........................ -- (77)
Capital improvements ............................... (574) (708)
Collections on mortgage notes receivable ........... 301 292
Other .............................................. 70 106
________ ________
Net cash used in investing activities ................ (203) (387)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ........................... -- 2,358
Repayments of borrowings ........................... (982) (930)
Cash dividends paid ................................ (2,312) (2,311)
Distributions to minority interests ................ (424) (434)
________ ________
Net cash used in financing activities ................ (3,718) (1,317)
Net (decrease) increase in unrestricted cash
and cash equivalents ............................... (1,510) 420
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 .................................. $ 1,985 $ 4,265
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest ............................. $ 3,017 $ 2,375
======== ========
Acquisitions of real estate:
Fair value of assets acquired ...................... $ -- $(25,500)
Liabilities assumed or incurred .................... -- 25,423
________ ________
Cash paid for acquisitions, net of cash
acquired ......................................... $ -- $ (77)
======== ========
See accompanying notes to consolidated financial statements.
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CV REIT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization, Business and Basis of Presentation
Organization and Business
CV Reit, Inc. ("CV Reit") 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 CV Reit's assets (or the economic benefit thereof) are held by
(and all of its operations are conducted through) an operating partnership,
Montgomery CV Realty L.P. (together with its wholly-owned subsidiaries
hereinafter collectively referred to as the "OP"), under an Umbrella Partnership
REIT (UPREIT) structure. As of March 31, 2000, CV Reit, through a wholly-owned
subsidiary, owned 84.5% of the OP and is the OP's sole general partner. As of
March 31, 2000, the OP owned 20 shopping centers and two office buildings,
located in the Mid-Atlantic region and Florida aggregating approximately 1.9
million square feet.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of CV
Reit and all subsidiaries ("the Company"), including the OP. 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 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 Company's 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, 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.
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Revenue Recognition
Rental revenue is recognized on a straight-line basis over the terms of the
leases. Certain 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.
(2) Proposed Merger
On December 10, 1999, the Company signed a definitive merger agreement and
reorganization plan with Kranzco Realty Trust ("Kranzco"), a shopping center
REIT, to merge operations and create a new community shopping center UPREIT to
be called Kramont Realty Trust ("Kramont"). Terms of the merger call 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. The merger agreement is subject to certain conditions, principally
approval by shareholders of both companies at Special Stockholders' Meetings
which are scheduled to be held on June 6, 2000.
The Company's President and Chief Executive Officer will assume the same titles
and responsibilities at the newly created Kramont with the Company's designees
holding the majority of the board seats. Corporate headquarters will be located
at the OP's existing facilities, in Plymouth Meeting, Pennsylvania.
Kramont is expected to own 84 properties and manage six additional properties,
substantially comprising neighborhood and community shopping centers,
encompassing more than 12 million square feet of gross leasable space in 16
states with an asset base of approximately $800 million.
The merger will be accounted for as a purchase by the Company of Kranzco.
Accordingly, Kranzco's assets and liabilities will be recorded at their
estimated fair values based on the consideration given by the Company.
(3) Real Estate - Income Producing ("Real Estate")
(a) Real Estate is located in the Mid-Atlantic region and Florida
and consists of (in thousands):
March 31, December 31,
2000 1999
_________ ____________
Land ................................................. $ 18,302 $ 18,302
Shopping centers ..................................... 157,453 156,949
Office buildings ..................................... 5,004 4,933
_________ _________
Totals ............................................... 180,759 180,184
Less accumulated depreciation ........................ (8,172) (7,108)
_________ _________
Net Real Estate ...................................... $ 172,587 $ 173,076
========= =========
(b) Real Estate with a net book value of $168.2 million, at March 31, 2000, is
pledged as collateral for borrowings (Note 5).
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(4) Mortgage Notes Receivable
At March 31, 2000, the Company's mortgage notes receivable consisted of $63.1
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 (Note 5).
(5) Borrowings
Borrowings consist of (in thousands):
Mar.31, Dec.31,
2000 1999
________ ________
Mortgage notes payable through September 2008,
interest ranging from 6.09% to 10.28%,
collateralized by Real Estate (Note 3) ............. $ 78,435 $ 78,720
Mortgage notes payable through March 2001
under $100 million credit facility, interest
at one month LIBOR (6.13% at March 31, 2000)
plus 1.75%, collateralized by Real Estate
(Note 3) and certain of the Recreation Notes
(Note 4). See Management's Discussion and
Analysis of Results of Operations and
Financial Condition - Liquidity and Capital
Resources - Borrowings for a description
of the terms ........................................ 49,036 49,036
Collateralized Mortgage Obligations, net of
unamortized discount of $414,000 and $439,000
based on an effective interest rate of 8.84%,
collateralized by certain of the Recreation
Notes (Note 4), quarterly self-amortizing
principal and interest payment required
through March 2007 ................................. 27,126 27,823
$3.5 million revolving credit facility,
interest at one month LIBOR plus
1.8%, maturing June 2000, collateralized by
Real Estate ......................................... 750 750
________ ________
Totals ............................................... $155,347 $156,329
======== ========
(6) Segment Reporting
Effective December 31, 1997, the Company became an equity REIT engaged in the
acquisition, leasing and management of neighborhood or community shopping
centers, located in Pennsylvania, New Jersey and Florida. Prior to 1998, the
Company's only principal business segment consisted of investments in mortgage
notes receivable. Although the Company no longer invests in new mortgage notes
receivable, it continues to hold its Recreation Notes (Note 4) and, as a result,
the following segment disclosure includes information on those investments (in
thousands):
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Income
Producing
Real Estate,
Principally Mortgage
Shopping Notes
Centers Receivable Other Consolidated
_____________________________________________
Quarter ended March 31, 2000:
Total revenues .................... $6,957 $1,938 $ 52 $8,947
====== ====== ====== ======
Net operating income
before interest expense ......... $4,814 $1,938 $ (23) $6,729
====== ====== ====== ======
Net operating income after
interest expense ................ $2,562 $1,001 $ (23) $3,540
====== ====== ====== ======
Net operating income from
reportable segments ........................................ $ 3,540
Depreciation and amortization ............................ (1,104)
General, administrative and other ........................ (346)
Minority interests in income of OP ....................... (324)
_______
Net income ................................................... $ 1,766
=======
Quarter ended March 31, 1999:
Total revenues .................... $5,550 $1,995 $ 37 $7,582
====== ====== ====== ======
Net operating income
before interest expense ......... $3,880 $1,995 $ (1) $5,874
====== ====== ====== ======
Net operating income after
interest expense ................ $2,154 $1,255 $ (1) $3,408
====== ====== ====== ======
Net operating income from
reportable segments ........................................ $ 3,408
Depreciation and amortization ............................ (873)
General, administrative and other ........................ (363)
Minority interests in income of OP ....................... (343)
_______
Net income ................................................... $ 1,829
=======
At March 31, 2000:
Investment in real estate
and mortgage notes receivable $172,587(a) $63,084 $8,748 $244,419
======== ======= ====== ========
Borrowings $119,235 $36,112 $ - $155,347
======== ======= ====== ========
At March 31, 1999:
Investment in real estate
and mortgage notes receivable $166,622(a) $64,696 $8,686 $240,004
======== ======= ====== ========
Borrowings $112,293 $36,355 $ - $148,648
======== ======= ====== ========
(a) Includes $574 and $25,068 of additions during the three months ended March
31, 2000 and 1999.
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Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
Net Income
Three Months Ended March 31, 2000 and 1999
For the quarter ended March 31, 2000, net income was $1,766,000 or $.22 per
share compared to $1,829,000 or $.23 per share for the same period of 1999.
During the quarter ended March 31, 2000, rent revenue and operating expenses
increased by $1,405,000 and $510,000, respectively (a net rental income increase
of $895,000), primarily due to the acquisition of three shopping centers since
March 31, 1999. The increase also reflects improved operating results from
income producing properties owned as of December 31, 1998.
Interest expense increased by $723,000 during the first quarter of 2000
principally as a result of increased borrowings to finance shopping center
acquisitions during 1999.
Depreciation and amortization increased by $231,000 principally due to shopping
center acquisitions during 1999.
Interest income decreased by $40,000 during the first quarter of 2000, primarily
attributable to scheduled repayments of mortgage notes receivable (Note 4) which
are long term and require self- amortizing payments through 2023.
General and administrative expenses increased by $40,000 primarily due to higher
professional fees and performance related bonuses.
The $57,000 increase in equity in income of unconsolidated affiliates was
primarily attributable to Drexel.
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):
Three Months Ended
March 31,
2000 1999
____________________
Net income ....................................... $1,766 $1,829
Depreciation and amortization of real property
(including unconsolidated affiliates) * ......... 983 770
______ ______
FFO .............................................. $2,749 $2,599
====== ======
* Net of amounts attributable to minority interests.
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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 $2.4 million for the three months ended
March 31, 2000 compared to $2.1 million for the same period in 1999. These
amounts generally reflect FFO and net changes in other assets and liabilities.
Net cash used by investing activities for the three months ended March 31, 2000
decreased to $.2 million from $.4 million for the same period in 1999. The 2000
amounts reflect $.6 million of capital improvements, partially offset by $.3
million of collections on mortgage notes receivable. The 1999 amounts
principally consist of $.7 million of capital improvements, partially offset by
$.3 million of collections on mortgage notes receivable.
Net cash used in financing activities increased to $3.7 million for the three
months ended March 31, 2000 from $1.3 million during the same period of 1999.
The 2000 amounts principally consist of cash distributions of $2.3 million to
stockholders and $.4 million to minority interests, and $1 million of repayments
of borrowings. The 1999 amounts consist of cash distributions amounting to $2.3
million to stockholders and $.4 million to minority interests, partially offset
by $1.4 million of net proceeds from borrowings.
Borrowings
At March 31, 2000, our borrowings were $155.3 million, including $49 million
borrowed principally under our line of credit (see below). Scheduled principal
payments over the next five years are $116 million (including $20.8 million
through December 31, 2000) with $39.3 million due thereafter. Our borrowings are
collateralized by a substantial portion of our Real Estate and our Recreation
Notes. We expect 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.
Borrowings consist of $105.5 million of fixed rate indebtedness, with an average
interest rate of 7.69% at March 31, 2000, and $49.8 million of variable rate
indebtedness, principally under our line of credit. The weighted average
interest rate of the variable rate indebtedness at March 31, 2000 was 7.88%.
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12
Under our three-year non-revolving line of credit we were able to borrow up to
$100 million through March 31, 2000. Advances under the line of credit: (1) are
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
1.75% and (3) must be repaid by certain dates during the twelve months ended
March 31, 2001. Additional provisions include a 1% commitment fee (which has
been paid), a minimum net worth covenant and cross-default and
cross-collateralization requirements. Advances under the line of credit were
used to fund acquisitions, expansions, renovations, financing and refinancing of
real estate, including reimbursement of equity advances, and require certain
performance covenants. As of March 31, 2000, $10.3 million was available to be
borrowed based on collateral already pledged under the line of credit. We are
currently negotiating an increase in the amount and extension of the term of our
line of credit and we expect to be able to extend the dates through which
advances may be drawn and repaid. There is no assurance, however, that we will
be successful in doing so. We have an additional $3.8 million available
principally under another credit facility.
Capital Resources
Our operating funds are generated from rent revenue from income producing
properties and, to a much lesser extent, interest income on our mortgage notes
receivable. We believe that our operating funds will be sufficient in the
foreseeable future to fund operating and administrative expenses, interest
expense, recurring capital expenditures and distributions to stockholders 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 line of credit and/or potential debt or
equity financing in the public or private markets.
Acquisitions
During the quarter ended March 31, 2000, we did not complete any acquisitions
principally due to the proposed merger with Kranzco (see below). Our policy has
been to acquire additional properties only if they are income producing and any
proposed acquisition requires a resolution by a majority of our Board of
Directors that the acquisition will not adversely affect our ability to pay a
quarterly dividend of at least 29 cents per share. Under the OP agreement, all
of the activities of the OP must generally be conducted with a view toward
enabling the OP to make quarterly distributions to all partners of at least 29
cents per OP unit and such additional amount, if required, to enable us to pay a
regular quarterly dividend of at least 29 cents per share to our stockholders.
As of March 31, 2000, there were 1,462,406 OP units held by minority interests.
On December 10, 1999, we signed a definitive merger agreement and reorganization
plan with Kranzco to merge our operations and create Kramont. Terms of the
merger call 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. The merger agreement is subject to certain
conditions, including approval by shareholders of both companies at Special
Shareholders' Meetings which are scheduled to held on June 6, 2000.
Mr. Meshon will assume the same titles and responsibilities at the newly created
Kramont and our designees will hold the majority of the board seats. Corporate
headquarters will be located at the OP's existing facilities, in Plymouth
Meeting, Pennsylvania.
Kramont is expected to own 84 properties and manage six additional properties,
substantially comprising neighborhood and community shopping centers,
encompassing more than 12 million square feet of gross leasable space in 16
states with an asset base of approximately $800 million.
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13
We believe the merger will provide benefits to our shareholders. However, there
may be certain disadvantages, including but not limited to the following:
If the merger is completed, certain common stock dividend protections that
currently exist in our certificate of incorporation and by laws will be
terminated. Our common shareholders are currently not subject to the rights of
any preferred shareholders. Upon completion of the merger, the rights of our
common shareholders will be subject to the rights of Kramont's preferred
shareholders. In addition, holders of Kranzco Series A-1 preferred shares are
entitled to appraisal rights in connection with the merger. Assertion of
appraisal rights by a significant number of those holders may have a material
adverse effect on Kramont's cash flow. Kramont may be required to incur costs in
connection with obtaining consents from lenders. The inability to obtain certain
material consents may have a material adverse effect on Kramont's cash flow.
Kramont will have operations in a number of different states. There is no
assurance that costs, management's time and effort, or other factors associated
with the integration of our company and Kranzco would not adversely affect
future combined results of operations or the benefits of expected cost savings.
In the event the merger is terminated, depending on the reason for such
termination, we may be required to pay Kranzco a break- up fee of $5 million or
an expense fee of up to $1.5 million or both. The obligation to pay such fees
may deter others from offering to engage in a different transaction with us in
the event the merger is not consummated.
Inflation
During recent years, the rate of inflation has remained at a low level and 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.
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14
PART II. Other Information
Item 6 - Exhibits and Reports on Form 8-K:
Exhibits:
27 Financial Data Schedule
Reports on Form 8-K:
NONE
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/ Louis P. Meshon, Sr.
May 11, 2000
-------------------------------------
Louis P. Meshon Sr., President
/s/ Elaine Hauff
May 11, 2000
-------------------------------------
Elaine Hauff, Vice President,
Treasurer and Principal Financial
and Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,905 <F1>
<SECURITIES> 0
<RECEIVABLES> 65,952
<ALLOWANCES> 2,200
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 188,417
<DEPRECIATION> 8,172
<TOTAL-ASSETS> 255,841
<CURRENT-LIABILITIES> 0
<BONDS> 155,347
0
0
<COMMON> 80
<OTHER-SE> 76,938
<TOTAL-LIABILITY-AND-EQUITY> 255,841
<SALES> 0
<TOTAL-REVENUES> 8,947
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,218
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,189
<INCOME-PRETAX> 1,766
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,766
<EPS-BASIC> 0.22
<EPS-DILUTED> 0.22
<FN>
<F1> INCLUDES $$920 OF RESTRICTED CASH.
</FN>
</TABLE>
