SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 1996
Commission file number: 1-12216
CROWN AMERICAN REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 25-1713733
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Pasquerilla Plaza
Johnstown, Pennsylvania 15901 (814) 536-4441
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares of Beneficial Interest, par value $.01 per share
(Title of Class)
New York Stock Exchange
(Name of Exchange on which registered)
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 and (2) has been subject to such filing
requirements for at least the past 90
days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
As of February 14, 1997, 27,619,582 Common Shares of Beneficial Interest of
the registrant were issued and outstanding. The registrant estimates that as
of February 14, 1997 the aggregate market value of the voting shares held by
non-affiliates of the registrant was approximately $215.9 million based on
the closing price on the New York Stock Exchange for such stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the registrant's Annual Meeting of
Shareholders to be held on April 30, 1997, are incorporated by reference into
Part III of this Form 10-K.
Exhibit Index on page ____
<PAGE> 1
TABLE OF CONTENTS
Item No. Page No.
PART I
1. Business 1
2. Properties 9
3. Legal Proceedings 14
4. Submission of Matters to a Vote of Security Holders 15
Executive Officers of the Company 15
PART II
5. Market for Registrant's Common Shares of Beneficial
Interest and Related Shareholder Matters 17
6. Selected Financial Data 17
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 21
8. Financial Statements and Supplementary Data 29
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 49
PART III
10. Directors and Executive Officers of the Registrant 49
11. Executive Compensation 49
12. Security Ownership of Certain Beneficial Owners and
Management 49
13. Certain Relationships and Related Transactions 49
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 49
Signatures 52
<PAGE> 2
PART I
Item 1. Business.
(a) General Development of Business
Crown American Realty Trust (the "Company") was formed on May 14, 1993 as a
Maryland real estate investment trust (a "REIT") to acquire and operate sub-
stantially all of the enclosed shopping mall properties and two office build-
ings (the "Properties") owned by Crown American Associates ("CAA" or "Crown
Associates"), formerly Crown American Corporation. Crown Associates is a
wholly-owned subsidiary of Crown Holding Company ("Crown Holding'). CAA, which
was founded in 1950, was engaged principally in the development, acquisition,
ownership and management of enclosed shopping malls and, to alesser extent,
strip shopping centers, hotels and office buildings.
On August 17, 1993, the Company consummated simultaneously the acquisition of
the Properties (the "Acquisition") and an initial public offering (the "IPO") of
24,540,000 of its common shares of beneficial interest (the "Shares").
Eleven Properties were acquired by Crown American Properties, L.P., a Delaware
limited partnership (the "Operating Partnership") which is controlled by the
Company as the sole general partner, and 15 Properties were acquired by Crown
American Financing Partnership, a Delaware general partnership (the
"Financing Partnership") in which the Operating Partnership owns a 99.5% general
partnership interest and in which the Company, through Crown American
Financing Corporation, a wholly-owned corporate subsidiary of the Company
(the "Financing Corporation"), owns a 0.5% general partnership interest. The
net proceeds of the IPO were contributed by the Company to the Operating
Partnership in exchange for the general partnership interest in the Operating
Partnership. The Operating Partnership contributed a portion of the net
proceeds from the IPO to the Financing Partnership in exchange for the 99.5%
general partnership interest in the Financing Partnership. Concurrently with
the transactions described above, the Financing Partnership consummated the
borrowing of $300 million of loans (the "Mortgage Loans") secured by mortgages
on the 15 Properties owned by the Financing Partnership. The Operating
Partnership and the Financing Partnership (collectively, the "Partnerships")
used the proceeds of the IPO and the Mortgage Loans to pay down existing
mortgage debt on the Properties. On September 15, 1993, the Company sold an
additional 978,500 Shares as a result of the underwriters of the IPO exercis-
ing the over-allotment option granted to them in connection with the IPO.
The consideration paid by the Company and the Partnerships for the Properties
consisted of: (i) the issuance to CAA of 1,450,000 Shares (having a value of
approximately $25.0 million, based on the initial public offering price), and
a 22% limited partnership interest in the Operating Partnership, held by Crown
Investments Trust ("CIT" or "Crown Investments"), an affiliate of CAA and the
Initial Limited Partner of the Operating Partnership, (having a value of
approximately $132 million based on the initial public offering price and
the fact that each partnership unit is initially equivalent to one Share) and
(ii) the issuance to Pasquerilla Partnership (a partnership comprised of Frank
J. Pasquerilla, Chairman of the Board of Trustees and Chief Executive Officer
of the Company, and members of his immediate family) of 150,000 Shares (having a
value of approximately $2.6 million based on the initial public offering price).
In addition, with the proceeds of the IPO, the Company paid off certain of
the debt on the Properties, of which approximately $37 million was cross-
collateralized debt that encumbered certain of the Properties as well as certain
of the assets retained by CAA, and of which another approximately $67 million
was construction debt that was recourse to CAA. Also, by virtue of acquiring
certain of the Properties, which were subject to recourse construction loans,
<PAGE> 3
the Operating Partnership assumed sole responsibility for $98 million of re-
course debt. In addition to the transactions described above, all of the
executive, property and asset management, leasing, construction, financial,
legal services, development and administrative personnel of CAA relating to
its regional mall and shopping center business became employees of the
Operating Partnership.
At the time of the IPO, the Company held an initial 78.00% limited partnership
interest in the Operating Partnership and Crown Investments held the remaining
22.00% interest. Subsequently, the ownership percentages have changed due to
(a) Company shares issued for cash and under the dividend reinvestment plan
(pro-ceeds then reinvested by the Company in the Operating Partnership in
exchange for an equivalent number of additional limited partnership units)
and (b) additional units issued as partial consideration for the purchase of
Wyoming Valley Mall in 1995 (see below). The number of limited partnership
units outstanding at December 31, 1996 were as follows:
<TABLE>
<CAPTION>
Number of
Held by L.P. Units %
<S> <C> <C>
Crown American Realty Trust 27,612,756 74.52
Crown Investments Trust and its subsidiary,
Crown American Investment Company 9,438,959 25.48
Totals 37,051,715 100.00
</TABLE>
At the time of the Company's formation in 1993, each of CAA and First Union
Real Estate Equity and Mortgage Investments ("First Union") an unrelated entity,
owned an undivided fifty percent (50%) fee interest in each of the Wyoming
Valley Mall and Middletown Mall properties (the "Acquisition Properties"). Each
of CAA's and First Union's undivided interests were leased to subsidiaries of
CAA pursuant to separate long-term ground leases. Based on the agreements
between CAA and First Union relating to their co-ownership of the Acquisition
Properties, which contained a right of first refusal with respect to any third-
party offer to purchase either party's interest, First Union objected to the
transfer of CAA's interests in the Acquisition Properties to the Operating
Partnership pursuant to such purchase offer made shortly after the Company's
formation.
In September 1994, Crown Investments entered into a Purchase and Sales Agree-
ment with First Union (the "PSA") to acquire First Union's interests in each of
the Acquisition Properties for an aggregate purchase price of $33,500,000.
The total consideration consisted of $27,500,000, payable in cash, for its
interest in Wyoming Valley Mall, and $6,000,000, payable pursuant to a purchase
money note in favor of First Union due January 31, 1998 with interest at the
rate of 9% per annum of which 8% per annum is payable in current monthly
installments (the "Middletown Note"), for its interest in Middletown Mall.
On December 14, 1994, the independent members of the Company's Board of
Trustees (the "Independent Trustees") unanimously approved the assignment by CIT
to the Operating Partnership of the right to acquire First Union's interest
in Wyoming Valley Mall pursuant to the PSA, and the assumption by the Operating
Partnership of the obligation to purchase such interest from First Union, upon
<PAGE> 4
the simultaneous contribution of the respective interests of CAA and its sub-
sidiary in Wyoming Valley Mall to the Operating Partnership in exchange for
the issuance to such entities of additional Partnership Units and cash in
amounts to be determined by the Independent Trustees after receipt of an
appraisal approved by an executive officer of the Company, but not less than
750,000 Partnership Units to CIT or a subsidiary of CIT and not less than
$10,000,000 in cash to CAA.
The Independent Trustees adopted a similar resolution regarding Middletown Mall
(except that there was to be no cash payment by the Operating Partnership nor
any specified minimum number of Partnership Units to be issued), subject to
satisfaction of certain conditions. On January 27, 1995, the Independent
Trustees unanimously approved the assignment by CIT or its immediate assignee to
the Operating Partnership of the right to acquire First Union's interest in
Middletown Mall pursuant to the PSA, upon the simultaneous contribution to
the Operating Partnership of the respective interests of CAA and its subsidiary
in Middletown Mall, in return for the assumption by the Operating Partnership of
the existing first mortgage indebtedness on Middletown Mall (approximately
$1,784,000 principal amount outstanding as of such date) and the Operating
Partnership's agreement to take title subject to a second mortgage to be
delivered to First Union to secure the Middletown Note (but without any recourse
to the Operating Partnership or the Company, or its or their other assets, for
the payment of the Middletown Note, which is guaranteed by a subsidiary of CIT
and secured by 750,000 Operating Partnership units held by that subsidiary). In
addition, the Independent Trustees approved the issuance to CAA, CAA's sub-
sidiary and a subsidiary of CIT (as CIT's assignee), in exchange for the contri-
bution of their respective interests in Middletown Mall, of an aggregate number
of additional Partnership Units to be determined by the Independent Trustees
at the time of the payment of the Middletown Note in full (retroactive to
January 1 of the year in which such payment occurs).
The total number of additional Partnership Units issued and to be issued in
exchange for the respective contributions of such interests in Wyoming Valley
Mall and Middletown Mall is determined by dividing the estimated annualized
distribution of Funds from Operations by the Operating Partnership attributable
to Wyoming Valley Mall or Middletown Mall, as the case may be (after taking into
account adjustments to ground rent and debt service refinanced or assumed by the
Operating Partnership), by the dividend distribution rate per Share in effect
for the year ended prior to the year in which the units are issued.
On May 3, 1995, the Independent Trustees made a final determination of the
total number of additional Partnership Units to be issued in exchange for the
contribution of the interests of CAA and CAA's subsidiary in Wyoming Valley
Mall; 1,786,459 additional Partnership units were issued, effective as of
January 31, 1995, to Crown American Investment Company, a new wholly-owned sub-
sidiary of CIT (as successor by merger with CAA's subsidiary) in exchange for
such contributions. The new units represented approximately 5.1% of the
total units outstanding prior to the issuance of the new units.
The Independent Trustees will not make a final determination of the total
number of additional Partnership Units to be issued in exchange for the respect-
ive contributions of CAA, CAA's subsidiary and CIT's subsidiary in Middletown
Mall until the Middletown Note is paid in full. There is no assurance that the
Operating Partnership will pay the Middletown Note in full or, if the Middletown
Note is paid in full, how many additional Partnership Units, if any, will be
issued in respect of Middletown Mall based on such formula.
<PAGE> 5
Prior to and through November 1994, Hess's Department Stores, Inc. ("Hess's")
was an anchor tenant at 12 of the Company's malls, in the joint venture's en-
closed shopping mall, at an anchor pad in which the Company holds a ground
leasehold interest, and at the two malls purchased by the Company in January
1995 as described above. Hess's is a subsidiary of Crown Holding which is
owned by Frank Pasquerilla and members of his immediate family. In 1994 all
of Hess'sstore locations were transferred or sold to The Bon-Ton Stores, Inc.
("Bon-Ton") and to The May Department Stores Company ("May"); Hess's operations
ceased at that time and it began to liquidate its remaining assets and lia-
bilities. Management believes that the May and Bon-Ton transactions were
consistent with, and in further-ance of, the Company's growth strategy of
upgrading its existing properties. Refer to Note 7 of the Company's Consolidated
Financial Statements in Item 8 hereto for additional information concerning
these transactions as they affect the Company.
(b) Financial Information About Industry Segments
The Company is primarily engaged in the business of owning, operating, man-
aging, leasing, acquiring, developing, redeveloping, expanding, renovating and
financing enclosed shopping malls and, therefore, only operates in one seg-
ment. See the Consolidated Financial Statements and Notes thereto referred to
in Item 8 of this Annual Report on Form 10-K for certain financial information
required by Item 1.
(c) Narrative Description of Business
General
The Company conducts all of its business activities through the Partnerships.
Through its ownership interests in the Partnerships, as of December 31, 1996 the
Company owns the Properties, which consist of 25 enclosed shopping malls, which
include a 50% partnership interest in Palmer Park Mall (an enclosed shopping
mall) (collectively, the "Malls"), and an office building in Johnstown, Penn-
sylvania with approximately 102,500 gross leasable square feet, which serves as
the headquarters of the Company and also is leased to CAA's hotel division
and third parties ("Pasquerilla Plaza"), a ground leasehold interest in a parcel
of land with an approximate 107,000 square foot building sub-leased to an
anchor department store at Westgate Mall, a mall owned by an unaffiliated
third party (the "Anchor Pad"), and approximately 130 acres of outparcels and
undeveloped land, the majority of which adjoins or is in the vicinity of
certain of the Malls. As further described in Note 14 to the Consolidated
Financial Statements, the Company also owned, until September 1996 when it was
sold to a third party, an office building in Newport News, Virginia with
approximately 102,000 gross square feet leased to third parties (the "Patrick
Henry Corporate Center"). The Company, through its ownership interest in the
Operating Partnership, manages 24 of the Malls (the "Managed Malls") and
Pasquerilla Plaza while the Anchor Pad and Palmer Park Mall are managed by other
third party property managers.
The Company is self-administered and self-managed. The Company, together with
the Partnerships, is a fully-integrated real estate company engaged in the own-
ership, operation, management, leasing, acquisition, development, redevelop-
ment, expansion, renovation and financing of enclosed shopping malls.
The Company's executive offices are located at Pasquerilla Plaza, Johnstown,
Pennsylvania 15901 and its telephone number is (814) 536-4441.
<PAGE> 6
Operating Strategies and Practices
General. The Company's management believes that the shopping center business
has evolved from primarily a development activity to an operating business. The
Company's management believes that a shopping center company must be a fully in-
tegrated real estate company with asset management, property management,
leasing, expansion and renovation, acquisition, development and redevelopment,
and financing expertise.
Mall Management. The Operating Partnership performs all day-to-day property
management functions for the Properties (except for Palmer Park Mall and the
Westgate Mall Anchor Pad, which are managed by a third party manager). These
functions include leasing, construction, management, accounting, finance, data
processing, maintenance, marketing, promotion and security. The Company provides
each Managed Mall with a general manager, who oversees the on-site staff, and a
marketing director. In addition, each Managed Mall is further supported by
regional group managers and multi-property operations, marketing and support
personnel.
Marketing Support. The Company has a Vice President of Marketing and a
corporate marketing director who, in conjunction with Managed Mall marketing
directors, develop customized marketing plans for each Managed Mall, includ-
ing special events, direct mail and television, radio and newspaper advertising.
Cost Controls. Management has developed a centralized program for purchasing
selected supply items, which permits all Managed Malls to share in bulk purchase
discounts. Management believes that effective control of operating expenses
will reduce common area charges which may enable the Company to increase base
rent levels.
To preserve and increase the value of the Managed Malls over the long term, the
Company has a program of preventive maintenance, renovations and expansion
plans. The maintenance plans encompass paving, roofing, HVAC and general
improvements to the Managed Mall common areas.
Business Objectives and Policies
The Company's business objective is to achieve long term capital appreciation
through increases in cash flow and the value of the Company. The Company seeks
to accomplish this objective through its direct and indirect ownership of the
Properties, selective acquisitions of additional malls in the United States,
improved operations of the Properties, lease-up of unleased space and any
acquired shopping centers and, where deemed appropriate, renovations and
expansions of these properties. The Company intends to pursue development
activities as opportunities arise. A criterion for new investments will be
that they offer the opportunity for growth in Funds from Operations. As used
herein, "Funds from Operations" means net income before extraordinary items
and non-recurring items, real estate depreciation and amortization, and
additionally includes cash flow support earned from the Predecessor (See Note 7
to The Consolidated Financial Statements). The Company anticipates that new
real estate investments will be located primarily in the Eastern United States,
but it may also consider purchasing properties in other regions of the United
States. All of the Company's activities will be conducted through the
Partnerships, although the Company may hold temporary cash investments from time
to time pending investment or distribution to shareholders.
The Company may purchase or lease properties for long-term investment, expand
and improve the Properties presently owned, or sell such properties, in whole
or in part, when circumstances warrant. The Company may also participate
with other entities in property ownership, through joint ventures or other types
of co-ownership. The Company expects that any single investment in a property
would not exceed 10% of the Company's assets. The Company's policy is to
acquire assets primarily for income and long-term appreciation in value
through the implementation of the Company's asset management and operating
strategies.
<PAGE> 7
Disposition Objectives and Policies
The Company will dispose of any of the Properties, if, based upon management's
periodic review of the Company's portfolio, the Board of Trustees determines
that such action would be in the best interests of the Company. As further
described in Note 14 to the Company's Consolidated Financial Statements, in 1995
the Board of Trustees authorized management to pursue the sale of certain malls
and other assets that were not considered at that time to be fully consistent
with or essential to the Company's long-term strategies. As reported in the
Company's Form 10-Q for the second quarter of 1996, the assets that had been
held for sale in 1995 are no longer being offered due to potential new develop-
ment opportunities that have arisen, current market conditions, and other
reasons. Other than the Patrick Henry Corporate Center, an office building
located in Newport News, Virginia, which was sold to a third party in September
1996, none of the properties have been sold to date or are under a sale agree-
ment at this time.
Financing
The Company maintains working capital that, together with potential access to
borrowings and other sources of funds, it believes is adequate for the current
conduct of the Operating Partnership's business and investments in the
ordinary course. As further described in Management's Discussion and Analysis
of Financial Condition and Results of Operations in Item 7 hereto, during 1996
the Company arranged (1) $47.0 million of debt refinancings which raised an
incremental $0.6 million after repayment of $46.4 million of existing debt and
financing costs, (2) $5.4 million in a new construction loan facility for the
renovation of Shenango Valley Mall in Sharon, Pennsylvania, and (3) a one
year extension of the $5.6 million yearly renewable secured line of credit.
In addition, during 1996 the Company drew $30.7 million in proceeds under a con-
struction loan facility arranged in 1995 for the reconstruction and expansion
of the fire damaged Logan Valley Mall. The Company also extended to 1998 and
1999 the repayment of $42.8 million in debt that was scheduled to come due in
1997. In December 1996 the Board of Trustees approved the terms of a $10
million unsecured line of credit with Crown Financing Company, a related party
(see Note 7 to The Consolidated Financial Statements). This line of credit
agreement was executed in January 1997; no amounts have been drawn under this
line.
If the Board of Trustees determines that additional funding is required, the
Company or the Operating Partnership may raise such funds through additional in-
fusions of equity (public or private and at the Company or the Operating
Partnership level), debt financing or retention of additional cash flow by
reducing the dividend amount per share (subject to considerations regarding the
taxability of undistributed real estate investment trust income), or a com-
bination of these methods. In August 1995 the Company reduced its quarterly
dividend from $.35 per share to $.20 per share in order to reinvest more in-
ternally-generated funds in various property expansions, improvements, and
related investments. It is anticipated that any additional borrowings will
be made through the Operating Partnership either directly or indirectly,
although the Company may also incur indebtedness which may be re-loaned to
the Operating Partnership. Indebtedness incurred by the Company may be in
the form of bank borrowings, secured and unsecured, and publicly and privately
placed debt. Indebtedness incurred by the Operating Partnership may be in the
form of purchase money obligations to the sellers of properties, publicly or
privately placed debt, financing from banks, institutional investors or other
lenders, any of which indebtedness may be unsecured or may be secured by
mortgages or other interests in the property owned by the Operating Partner-
ship. Such indebtedness may be recourse to all or any part of the Properties to
be owned by the Operating Partnership, or may be limited to the particular
property to which the indebtedness relates.
<PAGE> 8
Strategy for Growth
The Company was formed to provide a public vehicle for the further growth of
CAA's enclosed shopping mall business. It is the objective of the Company's
management to achieve growth in Funds from Operations by maximizing cash flow
from existing Malls through increased occupancy and increased rent, expanding
and/or renovating existing Malls, acquiring and, to a lesser extent, developing
new enclosed shopping malls, and by selling properties that are not consistent
with or essential to the Company's long-term growth strategies.
The Company follows a program of renovation and expansion in circumstances
where management believes that higher rental rates and occupancy levels can be
achieved. The Company intends to continue to monitor opportunities for expan-
sion and reconfiguration and to capitalize on such opportunities in part
through utilizing its relationships with existing tenants and its extensive con-
tacts with the retailing community. The Company, through the Operating
Partnership, intends to undertake development activities as opportunities
arise. The Company's primary acquisition strategy is to purchase under-
performing shopping centers in desirable areas and to improve their performance
through a comprehensive program of renovation, expansion, reconfiguration,
and re-merchandising. The Company may acquire shopping centers in different
regional markets to facilitate geographic diversification of its real estate
holdings. The acquisition of larger properties, or a group of properties, may
be undertaken with an institutional or joint venture partner.
Because the Company's revenues are subject to a variety of factors, many of
which (such as local and national economic conditions, interest rates and the
financial performance of the Company's tenants) are beyond the Company's con-
trol, there can be no assurance that the Company's management, leasing and
acquisition strategies will achieve the Company's growth objectives.
Competitive Position
The Malls are generally located in middle markets where there are relatively
few other enclosed malls, making most of them the dominant enclosed mall in
their respective trade areas; 21 Malls are the largest enclosed malls in
their trade areas, of which 13 are the only enclosed mall in their trade areas.
Sixteen Malls are located in the state of Pennsylvania and one is located on
the New Jersey-Pennsylvania border, approximately 25 miles from Allentown. Two
of the Malls are located in Virginia, one in Maryland, two in West Virginia, two
in eastern Tennessee and one in northwestern Georgia.
CAA had continually expanded and renovated its Malls to maintain their com-
petitive position. 19 of the Malls have undergone an expansion or renovation
since they were completed, and 16 of the Malls have been expanded more than
once. Management of the Company intends to utilize the approximately 2.0
million square feet of remaining expansion capacity to maintain and enhance the
quality of the Malls and their competitive position in their trade areas.
Although management believes the Malls can compete effectively within their
trade areas, the Company must also compete with other owners, managers and
developers of retail shopping centers and malls. Many of its competitors may
be at an advantage to the extent they can utilize working capital and retained
earnings to finance projects while the Company is required to satisfy the REIT
qualification requirements under the Internal Revenue Code of 1986 (the "Code"),
which include a requirement to distribute specified amounts of its annual
taxable income, as defined in the Code (See Income Taxes section following for
additional information). In addition, retailers at the Malls face increasing
competition from discount shopping centers, outlet malls, shopping clubs,
direct mail, telemarketing, and home shopping television networks.
<PAGE> 9
Employees
At the time of the initial public offering, all of the executive, property and
asset management, leasing, construction, financial, legal services, development
and administrative personnel of CAA relating to its regional mall and shop-
ping center business became employees of the Operating Partnership. As of
December 31, 1996, the Operating Partnership has approximately 417 full-time
employees in the following operational areas:
Number of
Employees
Asset and property management (including on-site) 292
Leasing and lease administration 24
Development and construction services 25
Financial and legal services 55
Executive management and corporate administration 21
Total 417
None of the Operating Partnership's employees are currently represented by any
union. The Company and the Financing Partnership do not have any paid
employees, but officers of the Operating Partnership are also officers of the
Company and the Financing Partnership. The Company's management considers its
relations with the employees of the Operating Partnership to be satisfactory.
The Mortgage Loans
Concurrently with the Acquisition and the IPO, the Financing Partnership
borrowed $300 million aggregate principal amount of Mortgage Loans through
Kidder Peabody Mortgage Capital Corporation (the "Lender"). The net proceeds
together with a portion of the offering proceeds were used to retire existing
indebtedness with respect to the 15 Malls owned by the Financing Partnership at
that time.
As described in Item 2(a), in December 1994 a fire destroyed a portion of the
Logan Valley Mall, one of the 15 malls then owned by the Financing Partnership.
In connection with obtaining a construction loan from banks in order to re-
build and expand Logan Valley Mall, $19.4 million of the $300 million Mortgage
Loans was repaid without penalty in December 1995. In connection therewith, the
Logan Valley Mall property was released from the $300 million Mortgage Loans and
was transferred to the Operating Partnership in 1995. Accordingly, the
Financing Partnership now owns 14 properties.
The Mortgage Loans are non-recourse to the Financing Partnership and are
evidenced by 14 separate notes requiring aggregate principal payments of $80.6
million in August 1998, and $100 million in August of 2000 and 2003, subject to
optional prepayment. The notes bear fixed interest, payable monthly, at rates
of 6.55%, 7.20% and 7.85% for the loans due in August of 1998, 2000, and 2003,
respectively, for an average annual rate of 7.24% for the year ended
December 31, 1996 and 7.20% for the years ended December 31, 1995 and 1994
and for the period from August 17, 1993 through December 31, 1993. The rates
were determined based on a specified spread over U.S. Treasury Securities having
comparable maturities and reflect the average prevailing market rate at the time
the Mortgage Loans were made, applicable to securitized debt having a AA rating.
Repayment of the Mortgage Loans is secured by separate first mortgage liens and
second mortgage liens (each a "Mortgage") on the 14 malls owned by the Financing
Partnership (the "Mortgaged Properties") and by assignments of all of the
Financing Partnership's interest in the rents and leases at each of such
Mortgaged Properties. Approximately $250 million of the Mortgage Loan indebt-
edness is guaranteed by Crown Investments, an affiliate of CAA and a princi-
pal shareholder of the Company and the Operating Partnership. Each Mortgage
<PAGE> 10
contains a cross-default provision allowing the Lender to declare a default
under any or all of the Mortgages if the Financing Partnership fails to make
any payment of principal, interest, premium or any other sum due under any
Mortgage Loan or another event of default occurs under the mortgage documents.
The Mortgage Loans allow the Financing Partnership to borrow up to $10
million from other parties, either unsecured or secured by a qualifying
subordinate lien, provided the proceeds are used solely to finance tenant im-
provements or leasing costs. No such amounts are borrowed as of
December 31, 1996.
Principal of the Mortgage Loans is subject to prepayment, in whole or in part,
at the option of the Financing Partnership, on any monthly interest payment date
after August 1998; provided, however, that the $80.6 million of mandatory
principal payments due in August 1998 may be made at any time after August 1997.
The first $80.6 million tranche can be prepaid after August 1997, subject to the
payment of a yield maintenance charge; after February 1998 prepayment of
this tranche would not be subject to the yield maintenance charge. After
August 1998 voluntary prepayments of the remaining two tranches would be subject
to the payment of a yield maintenance charge; however, six months prior to
the due date of the remaining two tranches, prepayment may be made without
penalty. Principal of the Mortgage Loans is subject to mandatory prepayment as
a result of certain events of casualty or condemnation at the Mortgaged
Properties as provided in the respective Mortgages.
The mortgage documents contain various representations, covenants and events of
default and a recourse environmental indemnification. They also require that the
Financing Partnership and the Financing Corporation comply with certain
affirmative and negative covenants, including covenants restricting the incur-
rence of certain additional indebtedness and prohibiting such entities from
acquiring any other property or conducting any other business, and covenants
which limit the ability of the Financing Partnership to file for voluntary
bankruptcy.
Pursuant to the mortgage documents, the Financing Partnership has been required
to make payments into restricted cash accounts for capital expenditures, pro-
perty renovations, storage tank remediation work and the funding of certain
commitments to tenants. Amounts paid into the reserves can be withdrawn to
reimburse the Company for qualifying expenditures made at the 14 malls.
Currently the Financing Partnership is required to deposit $450,000 each
quarter into the capital expenditure and renovation reserve. The total amount
held in restricted cash deposits at December 31, 1996 was $0.8 million.
Business Issues
As the owner of real estate, the Company is subject to risks arising in con-
nection with the underlying real estate, including defaults under or non-renewal
of tenant leases, bankruptcy of tenants, competition, inability to rent
unleased space, failure to generate sufficient income to meet operating
expenses, as well as debt service, capital expenditures and tenant improvements,
environmental matters, financing availability and changes in real estate and
zoning laws. The success of the Company also depends upon certain key person-
nel, the Company's ability to maintain its qualification as a REIT, compliance
with the terms and conditions of the Mortgage Loans and other indebtedness,
and trends in the national and local economy, including income tax laws,
governmental regulations and legislation and population trends.
<PAGE> 11
Income Taxes
The Company elected to be taxed as a Real Estate Investment Trust (REIT) under
Sections 856 through 860 of the Code, commencing with its first taxable year
ended December 31, 1993, and intends to conduct its operations so as to continue
to qualify as a REIT under the Code. As a REIT, the Company generally will not
be subject to Federal and state income taxes on its net taxable income that it
currently distributes to shareholders. Qualification and taxation as a REIT
depends on the Company's ability to meet certain dividend distribution tests,
share ownership requirements and various qualification tests prescribed in the
Code.
The Company's taxable income (before the dividends paid deduction) for the
years ended December 31, 1996, 1995 and 1994 was approximately $3.6 million,
$2.8 million and $7.4 million, respectively. These amounts differ signifi-
cantly from net income (loss) as reported in the Company's consolidated
financial statements for the same periods. Primarily due to this difference
and to the availability in 1996 of $16.5 million excess dividend distributions
carryforward, which arose prior to 1996, the Company was not required to make
any dividend distri-butions in 1996 in order to satisfy the dividend distribu-
tion test required to maintain REIT status for that year. In 1996 the Company
continued to follow its practice of paying regular quarterly dividends to its
shareholders in the amount of $.20 per share per quarter. The Company estimates
it will have approxi-mately $22.5 million in excess dividend distribution
carryforwards at December 31, 1996, which can be used to satisfy the dividend
distribution test in 1997 or subsequent years.
If the Company fails to qualify as a REIT in any taxable year, the Company will
be subject to Federal and state income taxes (including any applicable altern-
ative minimum tax) on its taxable income at regular corporate rates. Even if
the Company qualifies for taxation as a REIT, the Company may be subject to
certain state and local taxes on its income and property and to Federal income
and excise taxes on its undistributed income.
Environmental Matters
The Company believes that the Properties are in compliance in all material re-
spects with all federal, state and local ordinances and regulations regarding
hazardous or toxic substances. The Company is not aware of any environmental
condition which the Company believes would have a material adverse effect on the
Company's business, assets or results of operations (before consideration of any
potential insurance coverage).
Nevertheless, it is possible that there are material environmental liabilities
of which the Company is unaware. Moreover, no assurances can be given that (i)
future laws, ordinances or regulations will not impose any material environ-
mental liability or (ii) the current environmental condition of the Properties
have not been or will not be affected by tenants and occupants of the
Properties, by the condition of properties in the vicinity of the Properties or
by third parties unrelated to the Company, the Operating Partnership or the
Financing Partnership.
Many of the Malls contain, or at one time contained, underground and/or above
ground storage tanks used to store waste oils or other petroleum products pri-
marily related to the operation of auto service center establishments at such
Malls, and one Mall was constructed on a site, a portion of which had been pre-
viously used as a municipal landfill. In some cases, underground storage tanks
have been abandoned in place, filled in with inert materials or removed and re-
placed with above ground tanks. Historical records indicate that soil and
<PAGE> 12
groundwater contamination from underground tanks and, in one case, a
hydraulic lift, requiring remediation has occurred at five of the Properties,
and subsurface investigations (Phase II assessments) and remediation work are
either ongoing or scheduled to be conducted by the Company at such
Properties. The costs of remediation with respect to such matters have not been
and are not expected to be material.
There are also minor amounts of asbestos-containing materials ("ACM") in most
of the Properties, primarily in the form of floor tiles, mastics and roofing
materials, which are generally in good condition. Fireproofing and insulation
containing asbestos is also present in certain Properties in non-public
areas, such as mechanical rooms. The Company believes that the presence of
these ACM does not violate current law. In addition, the Company has an
ongoing program of reviewing spaces that have been vacated by tenants and
occupants of the Properties for the presence of ACM, and removing any ACM dis-
covered in such spaces before reletting the same to new tenants or occupants.
Two Malls also contain waste water treatment facilities which treat waste water
at the Malls before discharge into local streams. Operation of such facilities
is subject to federal and state regulation. All necessary permits have been
obtained and the Company's management believes such facilities are in compliance
with current law.
Item 2. Properties.
(a) The Malls
Through its ownership interests in the Partnerships, the Company owns the
Malls, which consist of 25 enclosed shopping malls, which include a 50% partner-
ship interest in Palmer Park Mall (an enclosed shopping mall). All of the
Malls have department stores as anchor tenants (the "Anchors"), as described in
the table on the following pages. All of the Malls have numerous diversified
retail store tenants (the "Mall Stores") which are located along enclosed malls
connecting the Anchors. Additional freestanding retail stores (the
"Freestanding Stores") are located along the perimeter of the parking areas at
17 of the Malls. Unless otherwise indicated, the information provided in this
Item 2 is stated as of December 31, 1996.
The Company, through the Partnerships, owns all of the Malls in fee, except
Palmer Park Mall, Shenango Valley Mall and Uniontown Mall. Palmer Park Mall
Venture, in which the Company has a 50% general partnership interest, holds
title in fee to Palmer Park Mall. Shenango Valley Mall is subject to a third
party ground lease, and Uniontown Mall is subject to two third party ground
leases.
The total gross leasable area ("GLA") of all 25 Malls is approximately 14.3
million square feet, including Anchors, Mall Stores and Freestanding Stores. As
used herein, GLA of a Mall includes the GLA attributable to all Anchors, includ-
ing seven anchor locations owned by their occupants or other entities. Anchors,
Mall Stores and Freestanding Stores account for approximately 58%, 37% and 5%,
respectively, of the total GLA of the Malls. Excluding Freestanding Stores, the
Malls range in size from approximately 300,000 to 830,000 square feet of GLA
with an average size of approximately 545,000 square feet of GLA. Each Mall has
ample surface parking with 19 of the Malls having parking ratios above 5.0 per
1,000 square feet of GLA.
At December 31, 1996, 99% of the Company owned anchor GLA was leased. At
December 31, 1996, one anchor store at Carlisle Mall and one anchor store at
North Hanover Mall, both formerly occupied by Kmart, were both vacant and
unleased. During 1996 these leases were terminated in exchange for $1.4
million cash consideration from Kmart, of which $0.7 million is to be paid in
<PAGE> 13
March 1997; the $1.4 million was recorded as lease buyout income (part of
minimum rents). Replacement tenants are being pursued for both locations.
Six of the seven anchor stores owned by their occupants or others were occupied
at December 31, 1996. One of the non-owned anchor stores, the former Clover
store at Palmer Park Mall, was closed during 1996 and the land and building
was sold to another real estate development company. The Palmer Park Mall
Venture is currently negotiating the purchase of this land and building.
On January 31, 1996, the temporary leases for Bon-Ton stores at Chambersburg
and Uniontown (See Note 7 to the Company's Consolidated Financial Statements in
Item 8 hereto) expired and the stores became vacant. The Chambersburg location
has been leased to J.C. Penney for the same rent; the J.C. Penney store is
expected to open in March 1997. The Uniontown location is leased to a furniture
store under a two year lease that expires in April 1998. On January 31, 1997,
the temporary leases for Bon-Ton stores at Franklin Mall, Schuylkill Mall and
Middletown Mall also expired. The Company is in discussions with department
store chains and other tenants as replacements for these anchor store locations.
Mall Store GLA is approximately 76% leased at December 31, 1996. All references
herein to occupancy rates and to leased space for mall shop tenants include
signed leases with tenants that have not yet taken occupancy.
On December 16, 1994 a fire occurred at the Logan Valley Mall located in
Altoona, Pennsylvania. The fire destroyed 44 small shops aggregating 148,800
square feet of gross leasable space as well as affecting three additional small
shops containing approximately 18,000 square feet of gross leasable space. The
net book value of the destroyed assets approximated $3.5 million. The Company
settled the property damage insurance claim with its insurance company in the
third quarter of 1995 for $15.9 million. The difference between the amount
received and the net book value of destroyed assets and the related demolition
and clean up costs is $11.2 million, which has been recorded as an extra-
ordinary gain in 1995. During 1995 and 1996 the Company also recorded $1.9
million and $0.8 million, respectively, in business interruption insurance,
which is included in revenues. Because of the business interruption
insurance coverage, the fire had no material impact on 1996, 1995 and 1994
results of operations. During 1995 the Company started the reconstruction and
expansion of the fire-damaged mall; the entire construction project is expected
to be completed in August 1997 and to cost approximately $68 million, including
capitalized interest and tenant allowances for new tenants. Construction
financing has been arranged with the expected total borrowings ranging from
$53 million to $54 million with the remaining project costs being funded from
the Company's internal cash flows. The total amount that may be drawn on the
construction loan is dependent on costs incurred, level of leasing achieved, and
other factors.
There are several types of retail shopping centers, varying primarily by size
and marketing strategy. Retail shopping centers of 100,000 square feet to
400,000 square feet of GLA, are considered "community" shopping centers, those
in excess of 400,000 square feet of GLA are considered "regional" shopping
centers, while those having in excess of 800,000 square feet of GLA are con-
sidered "super-regional" shopping centers. Twenty of the Malls are considered
regional shopping centers and five are community shopping centers.
The Malls generally are located in middle markets where there are relatively
few other enclosed shopping malls. The Company's management believes that the
Malls have strong competitive positions because 21 are the largest, of which
13 are the only, enclosed regional shopping malls in their respective trade
areas. No one Mall accounted for more than 6.5% of the total GLA of the Malls
or 7.6% of total revenues for the year ended December 31, 1996.
<PAGE> 14
A substantial portion of the income from the Malls consists of rent received
under long-term leases. Generally, the leases provide for tenants to pay rent
comprised of two elements. The first element is fixed base rent, often
subject to increases according to a schedule agreed upon at the time of lease
inception. The second element is percentage rent, which is based on a percent-
age of gross sales in excess of a specified minimum annual amount. In some
cases tenants only pay fixed base rent and, in a few cases, tenants only pay
percentage rent.
Virtually all of the leases for Mall Stores contain provisions allowing the
Malls to recover certain costs for common area maintenance, property taxes and
other expenditures related to the day-to-day operations of the Malls. In
addition, most of the Mall Store leases include provisions that allow the Malls
to recover costs associated with roof and parking lot repairs and other capital
expenditures. All Anchors also contribute to certain of these costs.
<PAGE> 15
<TABLE>
<CAPTION>
Unless otherwise noted, the following table sets forth certain information
regarding the Malls as of December 31, 1996:
% of Owned
Anchor/Mall
Store GLA
Leased as of Lease
Square Feet December 31, or Easement
Property of GLA(1) 1996 (2) Anchors Expiration
<S> <C> <C> <C> <C> <C>
Pennsylvania
Capital City Mall Mall 241,303 100/84% Sears 2000
Camp Hill, PA Anchor 322,512 Hecht's (3) 2093
Freestanding 46,158 J.C. Penney 2010
Total GLA 609,973
Carlisle Plaza Mall Mall 121,277 64/73% J.C. Penney 1999
Carlisle, PA Anchor 178,821 Bon-Ton 2002
Freestanding 45,048 Vacant (4) -
Total GLA 345,146
Chambersburg Mall Mall 211,182 100/82% Sears 2010
Chambersburg, PA Anchor 240,948 J.C.
Total GLA 452,130 Penney (13) 2012
Value City 2007
Bon-Ton 2005
Franklin Mall Mall 238,824 100/56% Sears 1999
Washington, PA Anchor 310,401 Bon-Ton (4) 1997
Freestanding 3,132 Hills 2006
Total GLA 552,357 Bon-Ton 2000
Logan Valley Mall
Altoona, PA (5) Mall 235,196 100/75% Kaufmann's 2005
Anchor 480,034 Sears 2016
Total GLA 715,230 J.C.
Penney (9) 2017
Lycoming Mall Mall 324,045 100/85% Sears 2008
Williamsport, PA Anchor 453,936 J.C. Penney 2005
Freestanding 25,857 Bon-Ton 2006
Total GLA 803,838 Kaufmann's 2093
(3)
Value City 2008
Nittany Mall Mall 223,587 100/82% Sears 2005
State College, PA Anchor 298,489 J.C. Penney 2005
Freestanding 4,168 Value City 2001
Total GLA 526,244 Bon-Ton 2004
North Hanover Mall Mall 144,078 78/85% Sears 2000
Hanover, PA Anchor 279,127 J.C. Penney 2001
Freestanding 29,027 Bon-Ton 2001
Total GLA 452,232 Vacant (4) -
(1),(2),(3),(4),(9),(13) - See page _______ for explanation.
<PAGE> 16
% of Owned
Anchor/MALL
Store GLA
Leased as of Lease
Square Feet December 31, or Easement
Property of GLA (1) 1996 (2) Anchors Expiration
Palmer Park Mall Mall 143,556 100/89% Bon-Ton 1999
Easton, PA Anchor 197,516 Vacant (7) -
Freestanding 684
Total GLA 341,756
Schuylkill Mall Mall 282,057 100/62% Sears 2000
Frackville, PA Anchor 409,122 Kmart 2005
Freestanding 45,773 Bon-Ton (4) 1997
Total GLA 736,952 Bon-Ton (10) 2003
Phar-Mor 2006
Shenango Valley
Mall Mall 119,607 100/69% Sears 2000
Sharon, PA Anchor 356,226 J.C. Penney 1999
Freestanding 29,050 Kaufmann's 2001
Total GLA 504,883
South Mall Mall 123,494 100/88% Bon-Ton 2005
Allentown, PA Anchor 255,597 Stein Mart 2006
Freestanding 4,920 Phar-Mor 2006
Total GLA 384,011
Uniontown Mall Mall 282,185 100/83% Sears 2000
Uniontown, PA Anchor 370,992 J.C. Penney 2005
Freestanding 32,978 Bon-Ton 2005
Total GLA 686,155 Value City 1997
Temporary
Furniture
Store 1998
Viewmont Mall Mall 206,712 100/88% Sears 2005
Scranton, PA Anchor 532,058 J.C. Penney 2000
Freestanding 31,029 Kaufmann's 2093
Total GLA 769,799 (3)
West Manchester
Mall Mall 300,157 100/64% Value City 2011
York, PA Anchor 407,366 Bon-Ton 2001
Total GLA 707,523 Wal-Mart 2014
Hecht's (3) 2094
Wyoming Valley Mall Mall 247,893 100/86% Sears 2001
Wilkes-Barre, PA Anchor 584,636 J.C. Penney 2002
Freestanding 88,952 Bon-Ton 2002
921,481 Kaufmann's
(8) 2002
Kaufmann's
(8) 2002
(1),(2),(3),(4),(7),(8),(10) - See page _______ for explanation.
<PAGE> 17
% of Owned
Anchor/Mall
Store GLA
Leased as of Lease
Square Feet December 31, or Easement
Property of GLA (1) 1996 (2) Anchors Expiration
Maryland
Francis Scott
Key Mall Mall 278,801 100/92% Sears 2003
Frederick, MD Anchor 447,319 Leggett (6) 2001
Freestanding 2,417 Value City 2010
Total GLA 728,537 Hecht's (10) 2044
New Jersey
Phillipsburg Mall Mall 214,339 100/66% Bon-Ton 2010
Phillipsburg, NJ Anchor 306,541 J.C. Penney 2010
Freestanding 18,073 Kmart 2015
Total GLA 538,953 Sears 2004
Virginia
New River Valley
Mall Mall 191,302 100/77% Sears 2008
Christiansburg, VA Anchor 232,197 J.C. Penney 2008
Total GLA 423,499 Leggett (6) 2008
Peebles 2009
Patrick Henry Mall Mall 208,296 100/89% Upton's 2007
Newport News, VA Anchor 232,618 Proffitt's 2008
Total GLA 440,914 Leggett (6) 2009
Georgia
Mount Berry Square Mall 208,765 100/67% Sears 2011
Rome, GA Anchor 269,868 J.C. Penney 2006
Total GLA 478,633 Proffitt's 2012
Belk-Rhodes 2011
Tennessee
Bradley Square Mall 167,527 100/66% Sears 2005
Cleveland, TN Anchor 220,438 J.C. Penney 2006
Total GLA 387,965 Proffitt's 2011
Kmart 2012
Oak Ridge Mall Mall 272,783 100/52% Sears 2005
Oak Ridge, TN Anchor 368,272 J.C. Penney 2007
Freestanding 234,402 Wal-Mart 2008
Total GLA 875,457 Proffitt's
(8) 1999
Proffitt's
(8) 2013
West Virginia
Martinsburg Mall Mall 179,219 100/75% Sears 2011
Martinsburg, WV Anchor 283,178 Wal-Mart 2011
Total GLA 462,397 J.C. Penney 2011
Bon-Ton 2012
(1),(2),(6),(8),(10) - See page _______ for explanation.
<PAGE> 18,
% of Owned
Anchor/Mall
Store GLA
Leased as of
Square Feet December 31, or Easement
Property of GLA (1) 1996 (2) Anchors Expiration
Middletown Mall Mall 188,644 85/39% Bon-Ton (4) 1997
Fairmont, WV Anchor 257,411 (11) Hills 2001
Freestanding 28,926 Office (11)
Total GLA 474,981 Facility 1998
Vacant (11) -
Totals for all
Malls Mall 5,354,829 99/76%
(11)
Anchor 8,295,623 (12)
Freestanding 670,594
Total GLA 14,321,046
(1) GLA includes the total square footage of the Anchors, Mall Stores and
Freestanding Stores.
(2) Mall Store occupancy includes both tenants in occupancy and tenants that
have signed leases but have not yet taken occupancy as of December 31,
1996.
(3) Tenant currently holds a 99 year lease with nominal purchase option. See
Note 7 to the Consolidated Financial Statements. These locations are
deemed owned by their anchor occupants as they only pay a nominal rent.
(4) Bon-Ton assumed the former Hess's lease on a temporary basis
through January 31 of the lease expiration year at Franklin, Schuylkill
and Middletown. The vacant stores at Carlisle and North Hanover relate
to former closed Kmart stores, whose leases were bought out by Kmart in
1996.
(5) On December 16, 1994, a fire destroyed a portion of this mall. The Company
is in the process of rebuilding and expanding the center. (See Note 4 to
The Consolidated Financial Statements.)
(6) The Leggett Department Store Company was sold during 1996 to Belks
Department Stores. The Leggett stores in Patrick Henry and New River
Valley will continue to be operated by Belks whereas the lease for the
Francis Scott Key store was assigned by Belks to J.C. Penney; the new J.C.
Penney store is expected to open by March 1997.
(7) The former tenant owned its store and the land under the store and operated
under a reciprocal easement agreement. The former tenant closed this
store in 1996 and sold the store and land to a real estate development
company. While discussions with possible replacement anchor tenants have
been underway, a replacement anchor has not been secured at this date.
The Palmer Park Mall Venture is currently negotiating to purchase the
land and building.
(8) Proffitt's operates two stores at Oak Ridge Mall, one is a children's and
men's store and one is a women's and home furnishings store. Kaufmann's
(a division of May Department Stores) operates two stores at Wyoming
Valley Mall; one for women's and children's apparel and home furnishings
and one for men's apparel.
(9) New lease agreement has been entered into with J.C. Penney extending the
current lease to 2017 upon the completion and delivery to them of the
expanded premises in 1997 as part of the Logan Valley reconstruction and
expansion project. This occurred in January 1997.
<PAGE> 19
(10)Tenant owns its store and the land under the store and operates under a
reciprocal easement agreement. The lease expiration date reflects the
expiration of the agreement.
(11)A former anchor store location has been leased for several years as an
office facility to the Federal Bureau of Investigation. There is also a
small vacant anchor store at this mall. The Company is evaluating
whether to sell Middletown Mall or to redevelop it as a power center or a
mixed used facility. Accordingly, Middletown is excluded from the
aggregate occupancy calculations.
(12)Includes 782,462 square feet of space related to seven stores that are owned
by their anchor occupants or other entities.
(13)J.C. Penney has leased this anchor store location and will open the store in
March 1997.
(b) Other Properties
The Company also has ownership interests in Pasquerilla Plaza and the Anchor
Pad.
Pasquerilla Plaza is a five-story building located in Johnstown, Pennsylvania,
built in 1989, and contains 102,500 square feet of gross leasable area. The
Company, as owner of Pasquerilla Plaza, uses approximately 73,000 square feet
as its headquarters space and leases approximately 12,200 square feet to CAA
and affiliates for annual base rent of $226,613. Approximately 16,900 square
feet is currently leased to third parties. Net rental revenue from Pasquerilla
Plaza from tenants other than CAA was $237,000 for the year ended December 31,
1996.
The Anchor Pad. The Anchor Pad is located at Westgate Mall in Bethlehem,
Pennsylvania. Westgate Mall is owned by a third party unaffiliated with the
Company and the Anchor Pad is ground leased by such third party to the Company.
The site encompasses 10 acres with an approximately 107,000 gross square foot
anchor store and a detached freestanding building of 5,000 square feet.
Bon-Ton subleases the anchor store and the freestanding building from the
Company. The ground lease and the sublease expire on November 22, 2000, at
which time the Company has an option to purchase the land fee interest for
$500,000. Rental revenue from the Anchor sublease was $369,000 in 1996.
(c) Property Insurance
The Company's management believes that all Properties described under Items
2(a) and 2(b) which are owned by the Company, in whole or in part, are
adequately covered by insurance.
Item 3. Legal Proceedings
The Company from time to time is involved in litigation incidental to its
business. Except as described below, neither the Company, the Operating
Partnership nor the Financing Partnership are currently involved in any
material litigation and, to the best of the Company's knowledge, there is no
material litigation currently threatened against the Company, the Operating
Partnership, the Financing Partnership or the Properties, other than routine
litigation arising in the ordinary course of business, most of which is expected
to be covered by liability insurance or established reserves.
<PAGE> 20
On August 10, 1995, August 17, 1995, and September 8, 1995, complaints were
filed by various individuals on behalf of themselves, and also purportedly on
behalf of other similarly situated persons, against the Company and certain
of its executive officers in United States District Court for the Western
District of Pennsylvania to recover unspecified damages under the federal
securities laws resulting from a decline in the market price for the Company's
common shares of beneficial interest which are listed and traded on the New
York Stock Exchange. The decline in the Company's share price followed the
announcement on August 8, 1995, of various operational and capital resource
initiatives by the Company, including a reduction of the Company's quarterly
dividend to increase its level of retained internal cash flow and the intention
to sell certain assets that were not considered at that time to fit the
Company's growth strategy.
A fourth Complaint was filed the week of December 15, 1995, by an individual on
behalf of himself and also purportedly on behalf of other similarly situated
persons, against the Company and certain of its current and former executive
officers in United States District Court for the Eastern District of
Pennsylvania. While this Complaint is substantially similar to the previous
Complaints, it alleges a class period extending from August 17, 1993, (the
IPO Date) to August 8, 1995.
All four cases have been transferred to the Western District, and a consoli-
dated amended complaint has been filed. The Company has filed a motion seeking
to dismiss the consolidated action which is currently pending before the Court.
This consolidated legal action is in a very preliminary stage. However, the
Company believes, based on advice of legal counsel, that it and the named
officers have substantial defenses to the Plaintiffs' claims, and the Company
intends to vigorously defend the action. The Company's current and former
officers that are named in this litigation are covered under a liability
insurance policy paid for by the Company. The Company's officers also have in-
demnification agreements with the Company. While the final resolution of this
litigation cannot be presently determined, management does not believe that it
will have a material adverse affect on the Company's results of operations or
financial condition.
As a result of the fire which damaged the Logan Valley Mall in Altoona,
Pennsylvania on December 16, 1994 (see Note 4 to the Consolidated Financial
Statements in item 8 hereto), a number of tenants or their insurers have filed
lawsuits against the Company for damages to property and for interruption of
business. In summary, nine lawsuits have been filed in the Court of Common
Pleas of Blair County, Pennsylvania. The Company has insurance policies in
place with coverage limits sufficient to indemnify the Company for any
anticipated losses arising from these lawsuits. Accordingly, the ultimate out-
come of this litigation is not expected to have any material adverse effect on
the Company's results of operations or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of the Company during
the fiscal quarter ended December 31, 1996.
<PAGE> 21
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information with respect to the five
executive officers of the Company as of February 28, 1997.
Name Age Office with the Company
Frank J. Pasquerilla 70 Trustee, Chairman of the Board of Trustees
and Chief Executive Officer
Mark E. Pasquerilla 37 Trustee and President
John M. Kriak 49 Trustee, Executive Vice President and Chief
Financial Officer
Nicholas O. Antonazzo 59 Executive Vice President, Real Estate Development
Thomas Stephenson 55 Executive Vice President, Asset Management
Frank J. Pasquerilla became Chairman and Chief Executive Officer of the Company
upon its formation. Mr. Pasquerilla directs all financial and development
activities, establishes corporate policy and provides overall strategic
direction for the Company. He joined CAA within a year of its founding in 1950
and became president in 1953. Mr. Pasquerilla became CAA's sole owner in 1961
and has served as its Chairman and Chief Executive Officer. He is a Trustee of
the University of Notre Dame, a member of the Board of Directors of
Georgetown University and was a Trustee of the International Council of Shopping
Centers. In addition, Mr. Pasquerilla is a member of the Board of Directors and
the Executive Committee of USBANCORP, INC.
Mark E. Pasquerilla became President of the Company upon its formation.
Mr. Pasquerilla directs asset management, project construction and the
general administration of the Company and also assists the Chief Executive
Officer with strategic planning and the establishment of corporate policy. He
has also served as President of CAA since 1990, and was Executive Vice
President of Operations of CAA from 1987 to 1990. Mr. Pasquerilla was a
member of the Governor of Pennsylvania's Economic Development Partnership
Council from 1987 to 1995, and is a former Fulbright-Hays Scholar. Mark E.
Pasquerilla is the son of Frank J. Pasquerilla.
John M. Kriak became Executive Vice President and Chief Financial Officer of
the Company on May 3, 1995. Mr. Kriak is responsible for financial services,
with emphasis on the coordination of real estate acquisitions, financial
controls, corporate and project financing, and management information systems.
Mr. Kriak has been Executive Vice President of Crown Holding Company, the parent
of Crown Investments Trust, since May 1993. He was formerly the Chief Financial
Officer, Vice President, Secretary, and Treasurer of Penn Traffic Company, a
food retailer and supermarket operator, from 1976 until May 1993. Mr. Kriak is
a CPA and a CMA.
Nicholas O. Antonazzo became Executive Vice President, Real Estate Development,
of the Company upon its formation. Mr. Antonazzo directs the leasing, expansion
and redevelopment of regional malls, anchor department store relations, value-
added tenant relations and peripheral land sales. He has also served as
Executive Vice President of Development of CAA from 1987 to August 16, 1993.
Mr. Antonazzo is a former state director for the International Council of Shop-
ping Centers and is admitted to practice law before the Pennsylvania Supreme
and Superior Courts.
<PAGE> 22
Thomas Stephenson became Executive Vice President, Asset Management of the
Company in April, 1994. Mr. Stephenson is responsible for strategic planning as
well as directing the operations of the Company's regional shopping mall
portfolio. He served as Senior Vice President of Operations for The Hahn
Company (a shopping center developer and manager) from 1987 to 1994 and as Vice
President of Operations from 1983 to 1987. Previously, he was with Trizec
Corporation, Ltd. ( a shopping center developer and manager) from 1971 to
1983 as Vice President of Operations. Mr. Stephenson is a CPA.
The executive officers are elected annually by the Board of Trustees at an
organization meeting which is held immediately after each Annual Meeting of
Shareholders. The executive officers of the Company serve in the identical
offices of the Operating Partnership and the Financing Partnership.
PART II
Item 5. Market for Registrant's Common Shares of Beneficial Interest and Related
Shareholder Matters
The shares are listed on the New York Stock Exchange (symbol: CWN). As of
February 14, 1997, there were 27,619,582 shares held by 1,174 holders of record.
The high and low sales price of the shares and dividends paid per share
during each quarter in the period January 1, 1995 through December 31, 1996
were as follows:
</TABLE>
<TABLE>
<CAPTION>
1996 1995
High Low Dividend High Low Dividend
<S> <C> <C> <C> <C> <C> <C>
Quarter ended March 31 $8 3/8 $7 3/8 $0.20 $14 1/8 $12 1/8 $0.35
Quarter ended June 30 $7 7/8 $7 3/8 $0.20 $13 1/4 $11 5/8 $0.35
Quarter ended September 30 $8 5/8 $7 5/8 $0.20 $12 7/8 $7 $0.20
Quarter ended December 31 $8 $7 1/4 $0.20 $8 1/4 $6 1/2 $0.20
</TABLE>
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data for the
company and its majority-owned subsidiary, the Operating Partnership (74.5%
owned by the Company), the combined financial data of Crown American Realty
Properties (the "Predecessor") which includes all the assets, liabilities and
results of operations identified with the Properties and pro forma consolidated
data as if the formation of the Company had occurred on February 1, 1992, and
January 1, 1993, respectively. The financial data should be read in
conjunction with the financial statements and notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in Item 7 of this Annual Report on Form 10-K. (See Item 1 in this
Annual Report on Form 10-K for a discussion of the business combination
completed on August 17, 1993).
Per share data are reflected only for the Company for the period from its
inception to December 31, 1996 and for the pro forma financial data of the
Predecessor for the years ended January 31, 1993 and December 31, 1993. Per
share data are not relevant for the historical combined financial data of the
<PAGE> 23
Predecessor since it has historically not operated as a separate legal entity.
Historical operating results, including net income or loss, may not be
comparable to future operating results because of the historically greater debt
leverage of the Predecessor.
Industry analysts generally consider Funds from Operations ("FFO") an
appropriate measure of performance for an equity REIT. Funds from Operations
means net income (computed in accordance with generally accepted accounting
principles) before real estate depreciation and amortization and extraordinary
and unusual non-recurring items, and additionally includes earned cash flow
support. Management believes that Funds from Operations is an appropriate
measure of the Company's operating performance because reductions for real
estate depreciation and amortization charges are not meaningful in evaluating
the operating results of the Properties, which have historically been
appreciating assets. Gain on sales of outparcel land are included in this
supplemental measure of performance. Gain on sales of anchor store locations
are excluded from FFO because such transactions are uncommon and not a part
of ongoing operations.
Beginning in 1996 the Company adopted a change in the definition of FFO as
promulgated by The National Association of Real Estate Investment Trusts
(NAREIT). Under the new definition, amortization of deferred financing costs
and depreciation of non-real estate assets, as defined, are not included in the
calculation of FFO. All prior periods' FFO results have been retroactively
restated so that reported FFO in 1996 is comparable to prior periods. The
revised definition resulted in reductions of 1996, 1995, and 1994 total FFO of
$4.6 million, $4.5 million, and $3.9 million, respectively.
EBITDA is defined as revenues and gain on sales of outparcel land, less
operating costs, including general and administrative expenses, before interest,
depreciation and amortization. Management believes this measure provides the
clearest indicator of operating performance for the following reasons: (i) it
is industry practice to evaluate the performance of real estate properties based
on net operating income (or NOI), which is generally equivalent to EBITDA;
and (ii) both NOI and EBITDA are unaffected by the debt and equity
structure of the property owner.
Funds from Operations and EBITDA (i) do not represent cash flow from operations
as defined by generally accepted accounting principles, (ii) are not necessarily
indicative of cash available to fund all cash flow needs and (iii) should not
be considered as an alternative to net income for purposes of evaluating the
Company's operating performance.
Other data that management believes is important in understanding trends in its
business and properties are also included in the following table.
<PAGE> 24
<TABLE>
<CAPITON>
Item 6. Selected Financial Data (continued)
Crown American Realty Trust
August 17,
1993
Year Ended December 31, to
December 31,
1996 1995 1994 1993
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Operating Data:
Total revenues $133,972 $132,248 $119,859 $ 45,370
Operating costs:
Property operating costs 46,457 45,408 39,368 14,225
Depreciation and amortization 35,315 34,634 29,171 10,674
General and administrative expenses 4,135 4,420 2,622 651
Operating income before interest 48,065 47,786 48,698 19,820
Interest 45,337 42,923 36,240 13,453
Adjustment to carrying value of assets (35,000)
Gain on sale of property 5,776 3,492 6,591 836
Income (loss) before minority interest
and extraordinary items 8,504 (26,645) 19,049 7,203
Minority interest in Operating
Partnership 1,979 (4,205) 4,192 1,585
Extraordinary gain on fire insurance
claim 11,244
Extraordinary loss on early
extinguishment of (718) (765)
Net income (loss) $ 5,807 $(11,961) $ 14,857 $ 5,618
Per share data (after minority
interest): (2)
Income (loss) before extraordinary
items $ 0.23 $ (0.72) $ 0.55 $ 0.21
Extraordinary items (0.02) 0.29
Net income (loss) $ 0.21 $ (0.43) $ 0.55 $ 0.21
<PAGE> 25
Crown American Crown American
Realty Trust Realty Properties
(in thousands, except per share data)
Pro Forma (1) Feb. 1,
Twelve Twelve 1993
Months Months to Year Ended
December January August January
31, 31, 16, 31,
1993 1993 1993 1993
Operating Data:
Total revenues $113,404 $107,831 $ 58,940 $107,521
Operating costs:
Property operating costs 38,168 33,750 21,131 34,123
Depreciation and amortization 29,818 28,015 16,809 27,815
General and administrative expenses 2,310 1,633 1,861 2,184
Operating income before interest 43,108 44,433 19,139 43,399
Interest 36,555 36,369 40,454 75,440
Adjustment to carrying value of assets
Gain on sale of property 4,154 1,393 3,202 1,393
Income (loss) before minority interest
and extraordinary items 10,707 9,457 (18,113) (30,648)
Minority interest in Operating
Partnership 2,355 2,081
Extraordinary gain on fire insurance
claim
Extraordinary loss on early
extinguishment of debt (13,960)
Net income (loss) $ 8,352 $ 7,376 $(32,073) $(30,648)
Per share data (after minority
interest): (2)
Income (loss) before extraordinary
items $ 0.31 $ 0.27
Extraordinary items
Net income (loss) $ 0.31 $ 0.27
<PAGE> 26
Crown American Realty Trust
(in thousands, except per share data)
August 17,
1993
Year Ended December 31, to
Dec. 31,
1996 1995 1994 1993
Other Data:
EBITDA (3 & 5) $ 91,514 $ 91,269 $ 84,876 $ 32,633
Funds from Operations (FFO):
(4, 5, & 6)
Net income (loss) $ 5,807 $(11,961)$ 14,857 $ 5,618
Adjustments:
Minority interest in Operating
Parthership 1,979 (4,205) 4,192 1,585
Adjustment to carrying value of
assets 35,000
Less gain on asset sales (2,351) (4,498)
Depreciation and amortization -
real estate 36,678 36,417 30,859 10,755
Operating covenant amortization 2,630 2,685 2,592 971
Cash flow support payments 2,889 2,591 3,703 1,365
Extraordinary gain on fire insurance
claim (11,244)
Extraordinary loss on early
extinguishment of debt 718 765
Total Funds from Operations $ 48,350 $ 50,048 $ 51,705 $ 20,294
Funds from Operations (Company's
share): $ 36,063 $ 37,395 $ 40,326 $ 15,829
Average shares outstanding 27,515 27,372 27,119 26,901
Average shares and Operating
Partnership units outstanding 36,956 36,668 34,772 34,564
Crown American Crown American
Realty Trust Realty Properties
Pro Forma (1) Feb. 1,
Twelve Twelve 1993
Months Months to Year Ended
December January August January
31, 31, 16, 31,
1993 1993 1993 1993
(in thousands, except per share data)
Other Data:
EBITDA (3 & 5) $ 78,014 $ 76,583 $ 41,033 $ 75,349
Funds from Operations (FFO):
(4, 5, & 6)
Net income (loss) $ 8,352 $ 7,376
Adjustments:
Minority interest in Operating
Parthership 2,355 2,081
Adjustment to carrying value of assets
Less gain on asset sales (2,480)
Depreciation and amortization -
real estate 30,178 27,787
Operating covenant amortization 2,590 2,590
Cash flow support payments 3,947 3,261
Extraordinary gain on fire insurance
claim
Extraordinary loss on early
extinguishment of debt
Total Funds from Operations $ 44,942 $ 43,095
Funds from Operations (Company's share): $ 35,051 $ 33,687
Average shares outstanding 27,119 27,119
Average shares and Operating Partnership
units outstanding 34,772 34,772
<PAGE> 27
(1) Pro forma operating data represents the results of operations as if the
formation of Crown American Realty Trust had occurred on February 1, 1992
and January 1, 1993, respectively. The pro forma operating data for the
twelve months ended December 31, 1993 represents the results of
operations of Crown American Realty Trust for the period August 17, 1993
to December 31, 1993, plus the pro forma results of operations of Crown
American Realty Properties for the period February 1, 1993 to August 16,
1993 and an estimate for January 1993, based primarily on one-twelfth of
the pro forma year ended January 31, 1993.
(2) All per share data are based on the weighted average shares outstanding
shown for the respective periods.
(3) EBITDA represents earnings before interest, depreciation and amortization,
and unusual items. As a REIT, the Company is generally not subject to
federal income taxes.
(4) Funds from Operations represents net income before real estate deprecia-
tion and amortization, plus earned cash flow support and adjusted for
certain unusual items.
(5) EBITDA and Funds from Operations (i) do not represent cash flow from
operations as defined by generally accepted accounting principles, (ii)
are not necessarily indicative of cash available to fund all cash flow needs
and (iii) should not be considered as an alternative to net income for
purposes of evaluating the Company's operating performance.
(6) As noted in the narrative preceding the above table, beginning in 1996, the
Company adopted a revised definition of FFO as promulgated by NAREIT.
FFO for all prior periods has been restated.
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
Item 6. Selected Financial Data (continued)
Crown American Realty Trust Crown American
Realty
Properties
December 31, January 31,
Balance Sheet Data: 1996 1995 1994 1993 1993
(in thousands)
<S> <C> <C> <C> <C> <C>
Income-producing
properties (before
accumulated
depreciation and
amortization) $960,692 $933,220 $856,213 $836,451 $818,083
Total assets 740,638 737,518 701,409 701,485 694,835
Total debt and
liabilities 600,986 580,234 502,856 481,813 842,693
Minority interest 35,576 39,873 43,670 48,345
Shareholders' equity
(deficit) 104,076 117,411 154,883 171,327 (158,537)
December 31,
Portfolio Property Data
(7): 1996 1995 1994 1993 1992
Number of malls at end
of year 25 25 23 23 23
Mall shop GLA at end
of year (000 sq. ft.)
(8) 5,355 5,221 4,895 4,987 4,995
Comp. store mall shop
tenant sales per
square foot (9) $ 217 $ 206 $ 204 $ 206 $ 207
Occupancy percentage
at year end (10) 76% 82% 84% 80% 77%
(7)The data prior to 1995 excludes Wyoming Valley Mall and Middletown Mall which
were acquired by the Company in 1995.
(8)All periods shown exclude anchor store GLA and freestanding GLA which
approximate 8.3 million square feet and 0.67 million square feet,
respectively, at December 31, 1996.
(9)Total sales for all mall shop tenants, excluding freestanding space, movie
theaters, and supermarkets, amounted to $719 million, $715 million, and
$700 million for 1996, 1995 and 1994, respectively. Sales reported in 1996,
1995, and 1994 for all owned anchor stores were $1,112 million, $962
million and $922 million, respectively. The Company owns 87 of 94 anchor
store premises as of December 31, 1996.
(10)Includes both tenants in occupancy and tenants that have signed leases but
have not yet taken occupancy as of the dates indicated.
<PAGE> 29
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the Selected
Financial Data, and all of the financial statements and notes thereto included
elsewhere in this Annual Report on Form 10-K. The note references in this item
can be found on pages 34 to 48. Historical results set forth in the Selected
Financial Data and the Consolidated Financial Statements of Crown American
Realty Trust (the "Company") are not necessarily indicative of future financial
position and results of operations of the Company.
(a) General Background and Performance Measurement
Organization
Crown American Realty Trust (the "Company") was formed in 1993 to acquire
interests in 23 enclosed shopping malls and certain other real estate (collect-
ively the "Properties") then currently owned by Crown American Corporation,
a wholly-owned subsidiary of Crown Holding Company ("Crown Holding"). The
Company is a real estate investment trust under the Internal Revenue Code of
1986, as amended. On August 17, 1993 the Company completed its initial
public offering and raised net proceeds of approximately $405 million in
equity from issuing approximately 25.5 million shares, including the
subsequent exercise of the underwriters' over-allotment option. The Company
used the proceeds to purchase a 78% general partnership interest in Crown
American Properties, L.P. (the "Operating Partnership"), a partnership which
was formed just prior to consummation of the offering referred to above and is
the successor entity of Crown American Realty Properties (the "Predecessor").
The initial 22% limited partnership interest (now 25.5%) is currently held by
Crown Investments Trust and by Crown American Investment Company, a wholly-owned
subsidiary of Crown Investments Trust, both of which are affiliates of Crown
American Associates ("Crown Associates") which was also formed in 1993 as a
wholly-owned subsidiary of Crown Holding and as "Successor to Crown American
Corporation". The funds were used by the Operating Partnership to retire debt
related to the Properties.
Simultaneous with the offering, Crown Associates and an affiliate transferred
the Properties and the management operations into either the Company, the
Operating Partnership, or Crown American Financing Partnership (the "Financing
Partnership"), a partnership which is 99.5% owned by the Operating Partnership
and 0.5% owned by the Company. An additional 1.6 million shares were issued as
consideration for the partnership interest in the Operating Partnership and for
two additional malls transferred to the Operating Partnership in 1993 at the
time of the initial public offering. As a result of these transactions, the
Company is engaged primarily in the ownership, operation, management, leasing,
acquisition, expansion, development and financing of shopping malls.
In addition, simultaneous with the above transaction, the Financing Partnership
borrowed $300 million of mortgage debt initially secured by 15 properties (now
14 properties). The $300 million was used to retire existing debt contributed
by the Predecessor.
The properties held by the Company at December 31, 1996 consist of: (1) 24
enclosed shopping malls (together with approximately 130 acres of adjoining
outparcels and undeveloped land) located in Pennsylvania, New Jersey, Maryland,
Tennessee, West Virginia, Virginia and Georgia, (2) a 50% general partnership
interest in Palmer Park Mall Venture, which owns Palmer Park Mall located in
Easton, Pennsylvania, (3) Pasquerilla Plaza, an office building in Johnstown,
<PAGE> 30
Pennsylvania, which serves as the headquarters of the Company and is partially
leased to other parties, and (4) a parcel of land (under ground lease with
purchase option) improved with a building leased to a department store chain.
(b) Funds from Operations
As further discussed under Item 6, Selected Financial Data, in this Form 10-K,
the Company adopted a change in the definition of Funds From Operations (FFO)
beginning January 1, 1996, and has retroactively restated all prior periods for
consistent basis of presentation.
Year ended December 31, 1996 versus year ended December 31, 1995
The Company's percentage share of total FFO for the year ended December 31,
1996 was $36.1 million, compared to $37.4 million for the year ended December
31, 1995. Total FFO for 1996 was $48.4 million compared to $50.0 million in
1995.
Positive impacts on total 1996 FFO included: (a) one additional month's con-
tribution from the two malls purchased in early 1995 of $0.3 million which is
net of $0.4 million of interest for the extra month, (b) $1.6 million in
higher temporary leasing and promotional income resulting from increased
emphasis on temporary and seasonal leasing to offset the decline in permanent
tenant mall shop occupancy in 1996, (c) $0.4 million in lower property and
general administrative costs, (d) $1.6 million in higher lease buyout income
including $1.4 million from two Kmart stores that had been closed but still pay-
ing rent, and (e) $0.3 million in higher cash flow support earned under the
Cash Flow Support Agreement. Negative impacts on total 1996 FFO included:
(a) $2.0 million in higher net interest costs as explained further in (e)-
Results of Operations, (b) $1.0 million in lower business interruption in-
surance related to the Logan Valley Mall fire that occurred in late 1994, (c)
$1.5 million in lower straight-line rental income primarily from write-offs
of accrued straight-line rent receivables related to tenants that vacated early,
(d) $0.6 million from lower base and percentage rents due to lower mall shop
occupancy partially offset by higher average rental rates, and (e) $0.4
million from lower miscellaneous income principally fee and broker income.
Year ended December 31, 1995 versus year ended December 31, 1994
The Company's share of FFO for the year ended December 31, 1995 was $37.4
million compared to $40.3 million for the year ended December 31, 1994. Total
FFO for 1995 was $50.0 million compared to $51.7 million in 1994.
Positive impacts on total 1995 FFO included: (a) contribution from the two
malls acquired in early 1995 of $3.8 million after related interest costs; (b)
$1.7 million from higher minimum and percentage rents, and cost recovery,
utility, and temporary leasing income on the other 22 properties, including
business interruption insurance income related to the Logan Valley Mall fire;
and (c) higher gain on land sales of $1.4 million. Negative impacts on total
1995 FFO included: (a) $2.3 million in higher interest expense due to higher
rates and higher average borrowings; (b) $2.4 million in higher general and
property administrative costs (G&A) due to lower capitalization of leasing
and related costs, to higher legal, professional services and personnel costs,
and to the elimination in 1995 of the management fee income from the two
acquired malls (previously shown as a reduction in G&A); (c) higher operating
costs at the properties of $1.1 million due to higher marketing costs and to
inflation; (d) $1.1 million in lower cash flow support earned under the Cash
Flow Support Agreement covering four properties; and (e) lower miscellaneous
income (mostly fees and commissions) of $1.0 million.
<PAGE> 31
(c) EBITDA - Earnings before Interest, Taxes, Depreciation and Amortization
Year ended December 31, 1996 versus year ended December 31, 1995
Total EBITDA for the year ended December 31, 1996 was $91.5 million up $0.2
million from 1995's $91.3 million. The principal factors impacting EBITDA in
1996 were: (a) higher total revenues of $1.7 million offset by $1.4 million
in net higher property operating costs and administrative costs, as further
explained below.
Year ended December 31, 1995 versus year ended December 31, 1994
EBITDA grew from $84.9 million in the year ended December 31, 1994, to $91.3
million for the year ended December 31, 1995, an increase of $6.4 million, or
7.5%. The two malls acquired in January 1995 contributed $7.9 million in
EBITDA. The remaining net decrease of $1.5 million was due primarily to: (a)
higher property operating and marketing costs of approximately $1.1 million; (b)
$2.4 million in higher property and general administrative costs as noted above;
and (c) $1.0 million lower miscellaneous income (primarily fees and commiss-
ions); offset by (d) $1.7 million higher operating revenues from the other 22
malls; and (e) $1.4 million higher gain on land sales.
(d) Property Operating Results and Trends
Aggregate Tenant Sales Volume
Over the long term, the level of anchor and mall shop tenant sales is the
single most important determinant of revenues of the Company as anchor and mall
shop tenants provide over 90% of total revenues and because tenant sales
determine the amount of rent, percentage rent and recoverable expenses (to-
gether, total occupancy costs) that tenants can afford to pay. However, levels
of tenant sales are considerably more volatile in the short run than total
occupancy costs.
In a period of rapidly increasing sales, rents on new leases will tend to rise
as tenants' expectations of future growth become more optimistic. In periods of
declining sales, rents on new leases tend to grow more slowly. However,
revenues generally increase as older leases roll over or are terminated early
and replaced with new leases negotiated at current rental rates that are
usually higher than the average rates for existing leases.
Average base rents per square foot for mall shop tenants at quarter end for the
last three years were as follows:
</TABLE>
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
March 31 $ 15.42 $ 14.79 $ 13.94
June 30 15.56 14.86 14.02
September 30 15.71 15.07 14.05
December 31 15.85 15.10 14.61
</TABLE>
The increase in average base rent during these three years results primarily
from renewing existing leases at higher base rents, from leasing vacant space at
higher base rents, and from elimination of lower paying tenants that closed
during this period.
<PAGE> 32
Total reported sales for all tenants that reported sales for the applicable
years are shown below ($ in millions):
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Anchors (owned locations) $ 1,112 $ 962 $ 922
Mall shop tenants, excluding 719 715 700
freestanding and theater
</TABLE>
The above data excludes sales from all seasonal and temporary tenants who
generally do not report their sales to the Company. The Company owns 87 of 94
anchor store locations in 1996 and 1995. In late 1994 the Company sold three
anchor stores to The May Department Stores Company.
Comparable Mall Store Sales and Occupancy Cost
Management believes that over long periods of time the ability of tenants to
pay occupancy costs and earn profits increases as sales per square foot in-
crease, whether through inflation or real growth in customer spending.
Because most mall shop tenants have certain fixed expenses, the occupancy costs
(base fixed rents, percentage rents, and expense recoveries - pro rata share of
real estate taxes and common area maintenance and other costs pertaining to the
property) that they can afford to pay and still be profitable is a higher per-
centage of sales at higher sales per square foot. While such increased
occupancy costs as a percentage of sales cannot grow indefinitely for any one
tenant, management believes that it is possible to increase the percentage paid
by all tenants as a group by aggressively working to replace under-performing
tenants with better performing ones.
Comparable mall store sales per square foot in each reporting period is based
on sales reported by mall store tenants (excludes anchors and certain other
large space users) that occupied space in both the current and immediately
preceding reporting period.
Comparable mall store sales per square foot for the last three years are set
out below. Also shown below is the percentage of mall shop tenants' occupancy
costs as a percentage of their annual sales.
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Comparable mall store sales
per square foot $ 217 $ 206 $ 204
Occupancy cost percentage at
period end 10.6% 11.1% 10.7%
</TABLE>
<PAGE> 33
Seasonality and Occupancy
The enclosed shopping mall industry is seasonal in nature, with anchor and mall
shop tenant sales highest in the fourth quarter due to the Christmas season, and
with lesser, though still significant, sales fluctuations associated with the
Easter holiday and back-to-school events. While minimum rents and recoveries
are generally not subject to seasonal factors, many leases are scheduled to
expire in the first quarter, and the majority of new stores open in the
second half of the year in anticipation of the Christmas selling season.
Accordingly, revenues and occupancy levels are generally lowest in the first
quarter and highest in the fourth quarter.
The aggregate occupancy percentage, defined as the ratio of total mall shop
space that is leased (including both tenants occupying space and tenants that
have signed leases but have not yet taken occupancy) to the total mall shop
space gross leasable area ("GLA") at quarter-end for the last three years is set
out below.
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
March 31 79% 82% 79%
June 30 77% 81% 81%
September 30 77% 81% 83%
December 31 76% 82% 84%
</TABLE>
The decline in occupancy in 1996 occurred due to a higher than normal number of
tenant bankruptcies and early closings, particularly in the first and second
quarters of 1996, and, to a lesser extent, from slower leasing activity.
During the five years in the period ended December 31, 1993, year-end mall shop
occupancy for the stabilized malls averaged 81.8%.
(e) Results of Operations
Comparison of Year Ended December 31, 1996, vs. Year Ended December 31, 1995
Total revenues increased by $1.7 million in 1996 compared to 1995, of which
$1.0 million relates to one additional month of operations in 1996 from the two
malls purchased in early 1995. The $0.7 million increase in revenues from
comparable properties is due to $1.6 million in higher lease buyout income from
tenants, $0.9 million from higher cost recovery income caused by higher recover-
able costs, $1.6 million in higher temporary and seasonal leasing, offset by
$1.5 million in lower straight-line rental income due partly to write-offs
of accrued straight-line receivables from tenants that vacated early, $1.0
million in lower business interruption insurance from the Logan Valley Mall
fire, $0.5 million in lower base and percentage rents due to lower mall shop
occupancy partially offset by higher base rental rates, and $0.4 million in
lower miscellaneous income, primarily fee and broker income.
Property operating costs including depreciation and amortization increased
$1.7 million in 1996 compared to 1995; $0.6 million of the increase relates to
the extra month of operations from the two malls purchased in early 1995. Of
the remaining $1.1 million increase, $1.9 million is due to higher property
taxes from increased tax rates and assessments, $0.4 million in higher de-
preciation from higher depreciable assets, offset by $1.2 million in lower
operating costs, both recoverable and non-recoverable.
<PAGE> 34
General and administrative expenses in 1996 were lower than 1995 by $0.3
million due to lower overall spending.
Interest expense for 1996 was $2.4 million higher than 1995, of which $0.4
million relates to the extra month of financing for the two malls purchased in
early 1995. The remaining $2.0 million increase is comprised of $1.7
million from higher average debt balances outstanding during the year, $0.9
million from higher financing costs offset by $0.2 million from lower effective
interest rates and $0.4 million from higher capitalized interest on construct-
ion projects, primarily the Logan Valley Mall reconstruction.
Property sales and adjustments contributed $5.8 million to net income in
1996 compared to $31.5 million reduction in net income in 1995. The 1995 amount
includes a $35 million non-cash adjustment to the carrying value of a
property as further described in Note 14 to the Consolidated Financial State-
ments. The 1996 amounts includes $2.4 million from the sale of Patrick Henry
Corporate Center, an office building located in Newport News, Virginia as also
discussed in Note 14, and $3.4 million from sale of certain land out-parcels
located adjacent to the Company's mall properties.
The extraordinary loss in 1996 represents $0.7 million from early extinguish-
ment of debt related to the sale of Patrick Henry Corporate Center and to re-
financing of two loans in 1996. The amounts for 1995 relate to $11.2 million
extraordinary gain on fire insurance from the Logan Valley Mall fire as further
described in Note 4 to the Consolidated Financial Statement and $0.8 million
extraordinary loss on early extinguishment of debt on Logan Valley Mall that
was repaid in 1995.
Comparison of Year Ended December 31, 1995, vs. Year Ended December 31, 1994
Total revenues increased by $12.4 million, or 10%, to $132.2 million for the
year ended December 31, 1995, as compared to 1994. Of the total increase, $11.5
million resulted from the two malls that were acquired in early 1995 and $1.9
million from the other 22 malls, offset by $1.0 million in lower miscellan-
eous income, mostly fees and commissions. The $1.9 million increase from the 22
malls is net of $1.0 million loss of anchor minimum and percentage rents caused
by the sale of three formerly leased anchor store locations in late 1994 to
The May Department Stores Company.
Property operating costs, including depreciation and amortization, increased
from $68.5 million in 1994 to $80.0 million in 1995, an increase of $11.5
million. Of this $11.5 million increase, $6.6 million was due to the inclusion
of the acquisition properties. The remaining $4.9 million consisted of: (a)
higher depreciation and amortization ($2.6 million) from a higher depreciable
base and from adjustments for tenants vacating space early; (b) higher
recoverable costs ($0.9 million) due primarily to the general effect of
inflation on property taxes and other costs; and (c) higher non-recoverable
operating costs ($0.6 million) due primarily to increased advertising costs
and higher consulting fees.
General and administrative expenses increased $1.8 million, including $0.3
million allocable to the two malls purchased in 1995, to $4.4 million in
1995. This increase from 1994 is due to a higher ratio of expensed versus
capitalized leasing and related costs, to higher legal and other professional
services and personnel costs, and to the elimination in 1995 of the manage-
ment fee income derived from managing the two acquired malls (previously this
income was shown as a reduction of G&A expenses).
Interest expense for the 1995 year grew to $42.9 million from $36.2 million in
1994, an increase of $6.7 million, of which $4.2 million related to debt
incurred or assumed in connection with the acquired malls. The remaining
<PAGE> 35
increase of $2.5 million was due to higher average rates and higher average
borrowings ($2.4 million), higher deferred debt amortization ($0.4 million), and
lower interest capitalization ($0.4 million), offset by higher interest
income ($0.7 million).
The gain on the sale of outparcel land increased from $2.1 million in 1994 to
$3.5 million in 1995. In 1994 the Company also recorded a gain of $4.5
million from the sale of three anchor stores to The May Department Stores
Company.
The net loss before minority interest for 1995 includes a $35.0 million charge
representing the adjustment to net carrying value of certain assets, as
further described in Note 14 to the consolidated financial statements.
The 1995 results of operations also include an extraordinary gain of $11.2
million relating to the fire insurance claim on the Logan Valley Mall Fire that
occurred in December 1994, as described in Note 4 to the consolidated finan-
cial statements. Finally, an extraordinary loss of $0.8 million was recorded
related to the early extinguishment of debt on Logan Valley Mall. (Refer to
Notes 3 and 5 for further explanation.)
The Company's net loss for 1995 was $12.0 million, or $0.43 per share, as com-
pared to net income in 1994 of $14.9 million or $0.55 per share.
(f) Cash Flows, Liquidity and Capital Resources
For the years ended December 31, 1996, 1995 and 1994, the Company generated
$44.8 million, $57.2 million and $50.5 million, respectively, in cash from
operating activities, as shown in the accompanying Statement of Cash Flows in
Item 8 hereto.
1996 Cash Flows
During 1996 the Company generated $44.8 million in cash from operating
activities including changes in accounts receivables, other assets, and accounts
payable, $9.5 million in proceeds from asset sales, $1.3 million from issu-
ance of new shares under the Dividend Reinvestment Plan, and $25.9 million in
borrowings net of repayments and debt issuance costs. The Company invested
$51.5 million in its properties which included $31.9 million for the Logan
Valley Mall reconstruction and expansion project and related tenant allowances,
$4.4 million for anchor allowances and expansions and $5.6 million for mall shop
tenant allowances other than Logan Valley, $2.2 million for leasing costs and
commissions, and $7.4 million for other capitalized costs. The company also
paid $29.6 million in dividends and distributions on its outstanding common
shares and Operating Partnership units at an annual rate of $0.80 per share or
OP unit. The $25.9 million of net borrowings in 1996 was comprised of $30.7
million in borrowings under the Logan Valley Mall construction loan that was
obtained in 1995, $53.8 million in three refinancings, and $3.9 million in draws
under other loan or line of credit facilities; these increases were offset by
$3.2 million in scheduled debt amortization, $51.3 million repayments on the
refinanced debt, and $6.2 million of debt repaid related to the sale of
Patrick Henry Corporate Center and certain land out-parcels.
1995 Cash Flows
During 1995, the Company invested $109.0 million in income-producing proper-
ties. This includes: (1) $62.0 million for two malls (see Note 13 to the
Company's consolidated financial statements) of which $8.1 million related to
the assigned value of approximately 1.8 million of Operating Partnership units
<PAGE> 36
issued in connection with the purchase of Wyoming Valley Mall; (2) $10.5 million
for mall shop tenant allowances, which includes $2.8 million at Viewmont Mall in
connection with the 90,000 square foot expansion that opened in 1995; (3)
$4.9 million in anchor allowances, which includes $3.0 million for The May
Company store at West Manchester Mall; (4) $2.4 million for leasing and related
costs; (5) $16.2 million for the reconstruction of Logan Valley Mall; and (6)
$13.0 million for other expansion and renovation projects, including the
Viewmont Mall expansion and the West Manchester Mall renovation. These in-
vestments were funded by $96.1 million of issued and assumed debt, $8.1
million in Operating Partnership units issued for Wyoming Valley Mall, and the
remainder from net operating and other net financing cash flows. As further
described under "Liquidity and Capital Resources", in 1995 the Company
reduced its quarterly dividend and retained on an annual basis an additional
$22 million for investment purposes.
The other major uses of cash during 1995 were (1) repayment of $35.1 million in
debt, of which $14.8 million was funded by fire insurance proceeds related to
Logan Valley Mall, and (2) $39.6 million in dividends and distributions on
the outstanding shares and on the minority interest in the Operating
Partnership. The Company also sold 250,000 shares for $3.0 million in 1995 and
received $0.7 million under its dividend reinvestment plan. The Company also
received an advance from an affiliate of $4.4 million (see Note 7).
1994 Cash Flows
During 1994, the Company invested $42.7 million in income-producing assets,
which includes $4.7 million of tenant allowances funded by Crown Investments
Trust under the support agreements described in Note 7 to the consolidated
financial statements. This total investment in income-producing properties
during 1994 consisted of $31.7 million in land site costs and buildings and im-
provements, of which $17.9 million relates to the Viewmont Mall expansion,
$9.1 million in capitalized tenant allowances, and $1.9 million in lease
acquisition costs. The net $38.0 million funded by the Company was done through
(1) $24.9 million in new borrowings under secured bank term loan arrangements,
whose use is limited to selected capital project expenditures, (2) other cash
sources, including the $17.4 million net proceeds received on the sale of
three anchor stores to The May Company in the fourth quarter of 1994, as also
described in Note 7. The other major uses of cash during 1994 were $12.6
million in repayment of outstanding debt and $48.7 million in dividends and
distributions on the outstanding shares and on the minority interest in the
Operating Partnership. During 1994, the Company implemented a Dividend Re-
investment Plan and $125,000 was received in 1994 under the plan for purchase of
approximately 9,600 additional shares.
Liquidity and Capital Resources
The Company believes that its cash generated from property operations and funds
obtained from property financings and general corporate borrowings will provide
the necessary funds on a short-term and long-term basis for its operating
expenses, interest expense on outstanding indebtedness and recurring capital
expenditures and tenant allowances, and all dividends to the shareholders
necessary to satisfy the REIT dividend distribution requirements under the
Internal Revenue Code (see Note 2). The Company intends to pay regular
quarterly dividends to its shareholders. However, the Company's ability to pay
dividends is affected by several factors, including cash flow from operations,
capital expenditures, and its ability to refinance its maturing debt as
described in the third following paragraph. Dividends by the Company will be at
the discretion of the Board of Trustees and will depend on the cash available
to the Company, its financial condition, capital and other requirements, and
such other factors as the Trustees may consider. During 1995 the Board of
Trustees determined that the Company should retain more of its internally gen-
erated cash flows to supplement other expected financing sources in order to
make investments in certain mall expansion and renovations (including the Logan
Valley Mall reconstruction) and in various other investment opportunities.
Accordingly, the Company's quarterly dividend of $.35 per share was reduced
to $.20 per share beginning with the dividend paid in September 1995. The
annual amount of additional cash retained is approximately $22 million.
<PAGE> 37
Sources of capital for non-recurring capital expenditures, such as major
building renovations and expansions, as well as for scheduled principal pay-
ments, including balloon payments on the outstanding indebtedness, are
expected to be obtained from additional Company or property financings and re-
financings, sale of non-strategic assets, additional equity raised in the public
or private markets, and from retained internally generated cash flows, or from
combinations thereof.
On December 16, 1994 a fire occurred at the Logan Valley Mall located in
Altoona, Pennsylvania. The fire destroyed 44 small shops aggregating 148,800
square feet of gross leasable space and also affected three additional small
shops containing approximately 18,000 square feet of gross leasable space. The
net book value of the destroyed assets approximated $3.5 million. The Company
settled the property damage insurance claim with its insurance company in the
third quarter of 1995 for $15.9 million. The difference between the amount
received and the net book value of destroyed assets and the related demolition
and clean up costs is $11.2 million, which has been recorded as an extraordinary
gain in 1995. During 1995 the Company also recorded $1.9 million in business
interruption insurance, which is included in other revenues. The business
interruption insurance coverage expired in May 1996. Because of the business
interruption insurance coverage, the fire had no material impact on 1996,
1995 and 1994 results of operations. During 1995 the Company started the
reconstruction and expansion of the fire-damaged mall; the entire construc-
tion project is expected to be completed in late 1997 and to cost approximately
$68 million, including tenant allowances for new tenants; construction
financing has been arranged with the expected total borrowings ranging from $53
million to $54 million, and with the remaining project costs funded from the
Company's internal cash flows.
As of December 31, 1996 the scheduled principal payments on all debt are as
follows: $85.2 million; $144.8 million; $16.9 million; $190.1 million; and
$18.2 million in the years ended December 31, 1997 through 2001, respect-
ively, and $113.6 million thereafter. The Company expects to refinance or
extend the majority of the maturities over the next five years through add-
itional Company financings and mortgage loans on those properties having the
maturing loans. The Company's ability to refinance or extend these loans on or
before their due dates depends on the level of income generated by the prop-
erties, prevailing interest rates, credit market trends, and other factors
that may be in affect at the time of such refinancings or extensions and there
is no assurance that such refinancings or extensions will be executed. The
ratios of the Company's EBITDA to cash interest costs for the years ended
December 31, 1996, 1995, and 1994 were 2.08 to 1, 2.13 to 1, and 2.34 to 1,
respectively.
As further described in Note 7 to the Consolidated Financial Statements, Crown
Investments and its subsidiary have been granted rights, subject to certain re-
strictions, whereby they may redeem part or all of their partnership units
for shares, on a one-to-one basis, or cash at a price equal to the value of the
Company's common shares. Crown Investments has pledged a portion of its limited
partnership units as collateral for a loan it has received from an unrelated
third party.
(g) Economic Trends
Because inflation has remained relatively low during the last three years it
has had little impact on the operations of the Company during this period.
Tenant leases also provide, in part, a mechanism to help protect the Company
during highly inflationary periods. As operating costs increase, leases
permit a pass-through of the common area maintenance and other operating
costs, including real estate taxes and insurance, to the tenants and there-
fore, the tenants will absorb part of this increased operating cost. Most
<PAGE> 38
of the leases provide for percentage rent after a certain minimum sales level
is achieved. Thus, during highly inflationary periods, when retail sales at
the Malls increase, the Company should receive additional rental income through
percentage rent increases, partially offsetting the effect of inflation.
(h) Forward Looking Statements
Certain of the preceding comments in this section contain forward looking
statements that involve risk and uncertainties, including overall economic con-
ditions, the impact of competition, consumer buying trends, weather
conditions, financial market conditions, and other factors.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees and Shareholders of
Crown American Realty Trust:
We have audited the accompanying consolidated balance sheets of Crown American
Realty Trust (a Maryland real estate investment trust) and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years in the
period ended December 31, 1996. These consolidated financial statements and the
schedules referred to below are the responsibility of the management of Crown
American Realty Trust. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and sig-
nificant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Crown American Realty Trust
and subsidiaries, as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
Our audit of Crown American Realty Trust and subsidiaries was made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The schedules listed in the index of financial statements are
presented for purposes of complying with the Securities and Exchange Com-
mission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Washington, D.C.
February 18, 1997
<PAGE> 39
<TABLE>
<CAPTION>
CROWN AMERICAN REALTY TRUST
Consolidated Income Statements
Year Ended December 31,
1996 1995 1994
(in thousands, except per share data)
<S> <C> <C> <C>
Rental operations:
Revenues:
Minimum rent $ 83,441 $ 83,167 $ 76,511
Percentage rent 6,489 6,536 6,113
Property operating cost recoveries 30,975 29,801 27,180
Temporary and promotional leasing 8,411 6,831 5,463
Net utility income 2,559 2,386 1,971
Business interruption insurance 830 1,870
Miscellaneous income 1,267 1,657 2,621
Net 133,972 132,248 119,859
Property operating costs:
Recoverable operating costs 41,324 40,045 35,592
Property administrative costs 2,068 2,210 1,312
Other operating costs 3,065 3,153 2,464
Depreciation and amortization 35,315 34,634 29,171
Net 81,772 80,042 68,539
Net 52,200 52,206 51,320
Other expenses:
General and administrative 4,135 4,420 2,622
Interest 45,337 42,923 36,240
49,472 47,343 38,862
2,728 4,863 12,458
Property sales and adjustments:
Adjustment to carrying value of
assets (35,000)
Gain on sale of outparcel land 3,425 3,492 2,093
Gain on asset sales 2,351 4,498
Net 5,776 (31,508) 6,591
Income (loss) before extraordinary
items and minority interest 8,504 (26,645) 19,049
Extraordinary loss on early
extinguishment of debt (718) (765)
Extraordinary gain on fire
insurance claim 11,244
Income (loss) before minority
interest in Operating Partnership 7,786 (16,166) 19,049
Minority interest in Operating
Partnership 1,979 (4,205) 4,192
<PAGE> 40
Consolidated Income Statement
(Con't.)
Year Ended December 31,
1996 1995 1994
(in thousands, except per shar data)
Net income (loss) $ 5,807 $ (11,961) $ 14,857
Per share data (after minority
interest):
Income (loss) before extraordinary
items $ 0.23 $ (0.72) $ 0.55
Extraordinary items (0.02) 0.29
Net income (loss) per share $ 0.21 $ (0.43) $ 0.55
Weighted average shares
outstanding (000) 27,515 27,372 27,119
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 41
<TABLE>
<CAPTION>
CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets
December 31,
1996 1995
(in thousands)
Assets
<S> <C> <C>
Income-producing properties:
Land $ 120,999 $ 122,445
Buildings and improvements 798,470 757,834
Deferred leasing and other charges 41,223 52,941
Net 960,692 933,220
Accumulated depreciation and amortization (281,478) (263,650)
Net 679,214 669,570
Other Assets
Investment in joint venture 5,799 5,893
Cash and cash equivalents 6,746 6,036
Tenant and other receivables 16,516 15,325
Deferred charges and other assets 32,363 40,694
Net $ 740,638 $ 737,518
Liabilities and Shareholders' Equity
Liabilities:
Debt on income-producing properties $ 568,785 $ 541,082
Accounts payable and other liabilities 32,201 39,152
Net 600,986 580,234
Minority interest in Operating Partnership 35,576 39,873
Commitments and contingencies
Shareholders' equity:
Common shares, par value $.01 per share,
120,000,000 shares authorized, and 27,612,756
and 27,450,333 shares issued and outstanding
at December 31, 1996 and 1995, respectively 276 274
Additional paid-in capital 184,205 181,337
(Accumulated deficit) (80,405) (64,200)
Net 104,076 117,411
Net 740,638 737,518
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 42
<TABLE>
<CAPTION>
CROWN AMERICAN REALTY TRUST
Consolidated Statements of Cash Flows
Year ended December 31,
1996 1995 1994
(in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 5,807 $ (11,961) $ 14,857
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Minority interest in Operating Partnership 1,979 (4,205) 4,192
Adjustment to carrying value of assets (35,000)
Equity earnings in joint venture (575) (624) (672)
Depreciation and amortization 43,713 43,419 37,160
Gain on asset sales (2,351) (4,498)
Extraordinary loss on early extinguishment
of debt 718 765
Extraordinary gain on fire insurance claim (11,244)
Net changes in:
Tenant and other receivables (1,386) (167) (3,369)
Deferred charges and other assets 1,309 (4,221) (4,008)
Accounts payable and other liabilites (4,366) 10,412 6,827
Net cash provided by operating activities 44,848 57,174 50,489
Cash flows from investing activities:
Investment in income properties (includes
$53.9 million related to two malls purchased
in 1995) (51,482) (100,838) (38,055)
Proceeds from asset sales 9,452 17,424
Distributions from joint venture 300 600 600
Net cash (used in) investing activities (41,730) (100,238) (20,031)
Cash flows from financing activities:
Net proceeds from sale of common shares and from
dividend reinvestment plan 1,257 3,702 125
Proceeds from issuance or assumption of debt 88,499 97,706 24,948
Cost of issuance of debt (1,804) (1,591) (1,632)
Debt repayments (60,796) (35,091) (12,600)
Fire insurance proceeds, net of clean up costs 14,823
Dividends and distributions paid (29,564) (39,552) (48,680)
Advance from affiliate 4,376
Cash flow support payments 2,591 3,703
Net cash (used in) provided by financing
activities (2,408) 46,964 (34,136)
Net increase (decrease) in cash and cash
equivalents 710 3,900 (3,678)
Cash and cash equivalents, beginning of period 6,036 2,136 5,814
Cash and cash equivalents, end of period $ 6,746 $ 6,036 $ 2,136
Interest paid (net of amounts capitalized) $ 41,480 $ 39,307 $ 32,991
Interest cost capitalized $ 2,943 $ 2,580 $ 2,987
<PAGE> 43
Year ended December 31,
1996 1995 1994
(in thousands)
Non-cash financing activities:
Tenant improvements funded by Crown Investments
Trust,including $0, $21, and $1,030 allocated
to minority interest $ $ 82 $ 4,682
Issuance of partnership units related to Wyoming
Valley acquisition $ $ 8,074
Cash flow support credited to minority interest
and paid-in capital that was prefunded in 1995 $ 2,889 $ $
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
CROWN AMERICAN REALTY TRUST
Consolidated Statements of Shareholders' Equity
Retained
Earnings
Common Additional (Accumu-
Shares Common Paid-in lated
Outstanding Shares Capital Deficit) Total
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
27,119 Balance, December 31, 1993 $ 271 $ 170,184 $ 872 $ 171,327
9 Shares issued under dividend
reinvestment plan 125 125
Capital contributions from
Crown Investments Trust:
Cash flow support payments 2,888 2,888
Tenant allowances funded 3,652 3,652
Net income 14,857 14,857
Dividends paid (37,966) (37,966)
27,128 Balance, December 31, 1994 271 176,849 (22,237) 154,883
250 Shares issued for cash 2 2,973 2,975
72 Shares issued under dividend
reinvestment plan 1 538 539
Capital contributions from
Crown Investments Trust:
Cash flow support payments 1,932 1,932
Tenant allowances funded 61 61
Transfer in (out) of limited
partner's interest in (1,016) (1,016)
the Operating Partnership
Net (loss) (11,961) (11,961)
Dividends paid (30,002) (30,002)
27,450 Balance, December 31, 1995 274 181,337 (64,200) 117,411
163 Shares issued under dividend
reinvestment plan 2 1,255 1,257
Capital contributions from
Crown Investments Trust:
Cash flow support payments 2,152 2,152
Transfer in (out) of limited
partner's interest in the
Operating Partnership (539) (539)
Net income 5,807 5,807
Dividends paid (22,012) (22,012)
27,613 Balance, December 31, 1996 $ 276 $ 184,205 $(80,405) $ 104,076
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 45
CROWN AMERICAN REALTY TRUST
Notes to Consolidated Financial Statements
NOTE 1 - ORGANIZATION, NATURE OF OPERATIONS, AND BASIS OF PRESENTATION
Organization
Crown American Realty Trust (the "Company") was formed on May 14, 1993 as a
Maryland real estate investment trust (a "REIT") to acquire and operate sub-
stantially all of the enclosed shopping mall properties and two office
buildings (the "Properties") owned by Crown American Associates ("Crown
Associates"), formerly Crown American Corporation. Crown Associates is a
wholly-owned subsidiary of Crown Holding Company ("Crown Holding"). Crown
Associates, which was founded in 1950, was engaged principally in the develop-
ment, acquisition, ownership and management of enclosed shopping malls and, to a
lesser extent, strip shopping centers, hotels and office buildings. The Company
raised approximately $405 million in equity through an initial public offer-
ing of approximately 25.5 million shares, which occurred on August 17, 1993, and
used the proceeds to purchase an initial 78% general partnership interest in
Crown American Properties, L.P. (the "Operating Partnership"), a partnership
which was formed just prior to consummation of the offering to own and operate
the Properties. The proceeds were used by the Operating Partnership to retire
debt related to the Properties.
Simultaneously with the public offering, Crown Associates and an affiliate
transferred the Properties and the management operations into either the
Company, the Operating Partnership, or Crown American Financing Partnership
(the "Financing Partnership"), a partnership which is 99.5% owned by the Operat-
ing Partnership and 0.5% owned by the Company.
The limited partnership interest in the Operating Partnership and the 1.6
million shares in the Company received for two malls transferred in 1993 are
currently held by Crown Investments Trust ("Crown Investments"), by Crown
American Investment Company (a subsidiary of Crown Investments), and by members
of the Pasquerilla family. As described in Note 13, two additional malls were
acquired by the Company in 1995.
Simultaneously with the above transactions, the Financing Partnership borrowed
approximately $300 million of mortgage debt (the "Mortgage Loans") secured by
its 15 enclosed shopping malls (see Note 5). The $300 million of mortgage
debt together with the proceeds of the equity offering were used to retire
existing debt contributed with the Properties.
Nature of Operations
The Company is a fully-integrated real estate company primarily engaged in the
ownership, operation, management, leasing, acquisition, development, redevelop-
ment, expansion, renovation and financing of enclosed shopping malls. The
Company's revenues are primarily derived under real estate leases with national,
regional and local department store and other retailing companies. The
Company's top five tenants in terms of total revenues are as follows:
Percent of 1996
Total Revenues
Sears Roebuck and Co. 6.6%
The Limited Stores, Inc. 4.5%
J C Penney, Inc. 4.1%
F. W. Woolworth 3.7%
The Bon-Ton Stores, Inc. 3.1%
Amounts for The Bon-Ton Stores, Inc. ("Bon-Ton") exclude $1.1 million of
revenues for 5 locations under temporary leases - see Note 7.
The Properties currently consist of: (1) 24 enclosed shopping malls located in
Pennsylvania, New Jersey, Maryland, Tennessee, West Virginia, Virginia and
Georgia, (2) a 50% general partnership interest in Palmer Park Mall Venture,
which owns Palmer Park Mall located in Easton, Pennsylvania, (3) Pasquerilla
Plaza, an office building in Johnstown, Pennsylvania, which serves as the head-
quarters of the Company and is partially leased to other parties, and (4) a
parcel of land and building improvements located in Pennsylvania (under ground
lease with a purchase option) sub-leased to a department store chain. The
Company also owns approximately 130 acres of land adjacent to a number of the
mall properties which are held for development, ground lease, or sale to third
parties.
As the owner of real estate, the Company is subject to risks arising in connect-
ion with the underlying real estate, including defaults under or non-renewal of
tenant leases, tenant bankruptcies, competition, inability to rent unleased
space, failure to generate sufficient income to meet operating expenses, as well
as debt service, capital expenditures and tenant improvements, environmental
matters, financing availability and changes in real estate and zoning laws.
The success of the Company also depends upon certain key personnel, the
Company's ability to maintain its qualification as a REIT, compliance with the
terms and conditions of the Mortgage Loans and other debt instruments, and
trends in the national and local economy, including income tax laws, govern-
mental regulations and legislation, and population trends.
Basis of Presentation
The accompanying consolidated financial statements of the Company include all
accounts of the Company and its majority-owned subsidiary, the Operating Part-
nership (74.5% owned by the Company), which in turn includes the Financing
Partnership (99.5% owned by the Operating Partnership and 0.5% by the Company).
All significant intercompany amounts have been eliminated.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of con-
tingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Income-Producing Properties
Income-producing properties are recorded at the lower of cost or net realizable
value. Included in such costs are acquisition, development, construction,
tenant improvements, interest incurred during construction, certain capital-
ized improvements and replacements and certain allocated overhead. Allocated
overhead is computed primarily on the basis of time spent by certain departments
in various operations and represents costs which meet the definition of
"indirect costs" in Statement of Financial Accounting Standards No. 67,
"Accounting for Costs and Initial Rental Operations of Real Estate Projects."
Depreciation on buildings and improvements is provided utilizing the straight-
line method over estimated useful lives of 10 to 45 years resulting in an
average composite life of approximately 30 years. Depreciation on tenant
improvements is provided utilizing the straight-line method over the life of
the related leases.
Certain improvements and replacements are capitalized when they extend the
useful life, increase capacity, or improve the efficiency of the asset. All
other repair and maintenance items are expensed as incurred. Total repairs
and maintenance expenses were $9.2 million, $9.3 million and $8.5 million for
the years ended December 31, 1996, 1995 and 1994, respectively.
Leasing charges, including tenant construction allowances and direct costs
incurred by the Company to obtain a lease, are deferred and amortized over the
related leases or terms appropriate to the expenditure.
Substantially all of the income-producing properties have been pledged to secure
the Company's debt.
Interest Costs
Interest costs are capitalized related to income-producing properties under con-
struction, to the extent such assets qualify for capitalization. Total interest
capitalized was $2.9 million, $2.6 million, and $3.0 million for the years
ended December 31, 1996, 1995 and 1994, respectively. Interest expense includes
costs of any financings that are not completed, amortization of deferred financ-
ing costs related to completed financings (see Note 3) and is net of
miscellaneous interest income on cash and escrow deposit balances.
Financing Costs
Financing costs are based on actual costs incurred in obtaining the financing
and are deferred and amortized as part of interest expense over the term of the
related debt instrument. Costs incurred for financings which are not
completed are expensed as part of interest costs. Unamortized financing costs
related to debt that is extinguished early is written off as an extraordinary
item.
Revenue Recognition
The Company, as a lessor, has retained substantially all of the risks and bene-
fits of ownership and accounts for its leases as operating leases. Minimum
rents are recognized on a straight-line basis; as such, the rental revenues for
leases which contain rent abatements and contractual increases are recognized
on a straight-line basis over the initial term of the related lease.
Property operating cost recoveries from tenants of common area maintenance, real
estate taxes, and other recoverable costs are recognized in the period the
expenses are incurred. These recoveries also include certain capital expend-
itures that are recovered from the tenants in the period the depreciation is
recognized.
Income Taxes
The Company elected to be taxed as a Real Estate Investment Trust (REIT) under
Sections 856 through 860 of the Internal Revenue Code of 1986 (the "Code"),
commencing with its first taxable year ended December 31, 1993, and intends
to conduct its operations so as to continue to qualify as a REIT under the Code.
As a REIT, the Company generally will not be subject to Federal or state income
tax on its net income that it currently distributes to shareholders.
Qualification and taxation as a REIT depends on the Company's ability to meet
certain dividend distribution tests, share ownership requirements, and various
qualification tests prescribed in the Code.
The Company's taxable income (before the dividends paid deduction) for the years
ended December 31, 1996, 1995 and 1994 was approximately $3.6 million, $2.8
million and $7.4 million, respectively. These amounts differ significantly
from net income (loss) as reported in the Company's consolidated financial
statements for the same periods. Primarily due to this difference and to the
availability in 1996 of $16.5 million excess distributions carryforward,
which arose in prior years, the Company was not required to make any dis-
tributions in 1996 in order to satisfy the dividend distribution test required
to maintain REIT status for that year. In 1996 the Company continued to
follow its practice of paying regular quarterly dividends to its shareholders in
the amount of $.20 per share. The Company estimates it will have approximately
$22.5 million in excess dividend distribution carryforwards at December 31,
1996, which can be used to satisfy the dividend distribution test in 1997 or
subsequent years.
If the Company fails to qualify as a REIT in any taxable year, the Company will
be subject to Federal and state income taxes (including any applicable alter-
native minimum tax) on its taxable income at regular corporate rates. Even
if the Company qualifies for taxation as a REIT, the Company may be subject to
certain state and local taxes on its income and property and to Federal income
and excise taxes on its undistributed income.
<PAGE> 46
The allocation of dividends paid was as follows:
<TABLE>
<CAPTION>
Total Paid Non-Taxable
Per Share Taxable Return of Capital
<S> <C> <C> <C>
Year ended December 31, 1994 $1.40 38% 62%
Year ended December 31, 1995 $1.10 35% 65%
Year ended December 31, 1996 $0.80 44% 56%
</TABLE>
Investment in Joint Venture
The Company's 50% joint venture investment in an enclosed mall (managed by the
other non-related 50% owner) is accounted for under the equity method. As such,
earnings of the joint venture are reflected in miscellaneous income in the
period earned and distributions of the joint venture are reflected as a reduc-
tion in the carrying amount of the investment. The investment amount in excess
of the underlying net assets, net of accumulated amortization, is $5.0
million at December 31, 1996, with a remaining amortization period of approxi-
mately 14 years. The Company and the other 50% owner have guaranteed $1.2
million of debt owed by the joint venture.
Cash and Cash Equivalents
Cash and cash equivalents includes all cash and cash equivalent investments with
original maturities of three months or less.
Net Income (Loss) Per Share
The computation of net income (loss) per share is based on net income (loss) of
the Company and the weighted average number of shares outstanding during the
years ended December 31, 1996, 1995 and 1994, which were 27,515,000,
27,372,000, and 27,119,000 shares, respectively. The Crown Rights (Note 7) to
convert a portion of Crown Investments' interest into shares of beneficial
interest and the share incentive plans (Note 9) were not dilutive in 1994,
1995, or 1996.
New Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
and SFAS No. 123, "Accounting for Stock-Based Compensation" became effective
for the Company's 1996 fiscal year. SFAS No. 121 establishes standards for
measuring and accounting for impairment of long-lived assets; it also requires
that long-lived assets to be disposed of be valued at estimated fair value less
costs to sell. SFAS No. 123 establishes a fair value method for accounting
for stock-based compensation, such as option plans, but does not require that
the new method be adopted. The Company has elected to continue following the
methodology in APB Opinion No. 25 with fair value of options disclosed in the
footnotes in accordance with SFAS No. 123. Implementation of the new pronounce-
ments had no material effect on the Company's reported results of operations
in 1996.
<PAGE> 47
NOTE 3 - DEFERRED CHARGES AND OTHER ASSETS
Deferred charges, net of amortization, and other assets are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
<S> <C> <C>
Deferred operating covenant costs $ 10,513 $ 13,143
Deferred financing costs 10,860 13,321
Prepaid expenses and miscellaneous
receivables 3,793 4,091
Restricted cash, securities and
escrow deposits 3,223 6,148
Furniture, fixtures, equipment,
and other 3,974 3,991
Total $ 32,363 $ 40,694
</TABLE>
Deferred Operating Covenant Costs
During fiscal year 1991, approximately $23 million was paid to three anchor
tenants with respect to leases at ten of the malls and in 1992 an additional
$4 million was paid in order to obtain operating covenants (a covenant
requiring the anchor, among other things, to maintain operations in certain of
the Properties for the duration of the lease period) and to extend the terms of
their leases beyond fiscal year 2000. In April 1993, an additional $0.2
million was paid to another tenant to obtain similar rights. These costs were
capitalized and are being amortized over the life of the operating covenants
with the amortization recorded as a reduction of minimum rent. Amortization
was $2.6 million, $2.7 million, and $2.6 million, for the years ended
December 31, 1996, 1995 and 1994, respectively.
In addition, one of these tenants has exercised its option to require the
Company to expand and renovate certain of the leased premises, at the
Company's expense, and to reimburse the tenant for fixtures allowances, which
together aggregate approximately $9.0 million. As of December 31, 1996,
$7.4 million of these costs have been incurred and capitalized in the finan-
cial statements at that date with the remainder expected to be incurred in 1997
and 1998.
Deferred Financing Costs
Deferred financing costs, net of accumulated amortization, at December 31, 1996,
consists of approximately $8.4 million incurred in obtaining the $300 million
mortgage debt secured as part of the organization of the Company, $0.3
million related to debt contributed with the Properties and not retired by the
Company, and $2.2 million for new debt obtained after the formation of the
Company. Amortization of deferred financing costs was $3.9 million, $3.6
million, and $3.2 million for the years ended December 31, 1996, 1995 and 1994,
respectively. Deferred financing costs written off as part of extraordinary
losses on early extinguishment of debt were $0.4 million, $0.8 million, and
$0.0 million for the years ended December 31, 1996, 1995, and 1994, respect-
ively. Deferred financing costs incurred and capitalized were $1.8 million,
$1.6 million, and $1.6 million for the years ended December 31, 1996, 1995
and 1994, respectively.
<PAGE> 48
NOTE 4 - INSURED FIRE AT MALL
On December 16, 1994 a fire occurred at the Logan Valley Mall located in
Altoona, Pennsylvania. The fire destroyed 44 small shops aggregating 148,800
square feet of gross leasable space and also affected three additional small
shops containing approximately 18,000 square feet of gross leasable space. The
net book value of the destroyed assets approximated $3.5 million. The Company
settled the property damage insurance claim with its insurance company in the
third quarter of 1995 for $15.9 million. The difference between the amount re-
ceived and the net book value of destroyed assets and the related demolition and
clean up costs was $11.2 million, which was recorded as an extraordinary gain
in 1995. During 1996 and 1995 the Company has also recorded $0.8 million and
$1.9 million in business interruption insurance, which is included in revenues.
Because of the business interruption insurance coverage, the fire had no
material impact on 1996, 1995 and 1994 results of operations. During 1995
the Company started the reconstruction and expansion of the fire-damaged mall;
the entire construction project is expected to be completed in late 1997 and to
cost approximately $68 million, including tenant allowances for new tenants, of
which $49.6 million has been incurred through December 31, 1996. Con-
struction financing up to approximately $53 to $54 million has been arranged,
with the remaining project costs being funded from the Company's internal
cash flows. Refer to Note 12 - Commitments and Contingencies, for informa-
tion concerning litigation against the Company from certain tenants or their
insurance companies related to the fire.
NOTE 5 - DEBT ON INCOME-PRODUCING PROPERTIES
Debt on income-producing properties consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
<S> <C> <C>
Mortgage loans $ 280,637 $ 280,637
Permanent loans 165,134 171,049
Construction loans 87,389 52,800
Secured term loans 35,625 36,596
Total $ 568,785 $ 541,082
</TABLE>
Mortgage Loans
Concurrently with the offering of Shares of the Company in 1993, the Financing
Partnership borrowed an aggregate principal amount of $300 million (collect-
ively, the "Mortgage Loans") through Kidder Peabody Mortgage Capital
Corporation (the "Lender").
In connection with obtaining a construction loan for rebuilding and expanding
Logan Valley Mall, in December 1995 the Company repaid $19.4 million of the
Mortgage Loans in order to release the Logan Valley Mall from the Mortgage
Loans and Financing Partnership. No prepayment penalty was required.
The Mortgage Loans are non-recourse to the Financing Partnership and are
evidenced by 14 separate notes requiring aggregate principal payments of
$80.6 million in August 1998 and $100 million each in August of 2000 and
2003, subject to optional prepayment. The notes bear fixed interest, payable
monthly, at rates of 6.55%, 7.20% and 7.85% for the loans due in 1998, 2000, and
2003, respectively, for an average rate of 7.24% in 1996 and 7.20% during
<PAGE> 49
1995 and 1994. The average rate as of December 31, 1996 is 7.24%. Repayment of
the Mortgage Loans is secured by separate first mortgage liens and second
mortgage liens (each a "Mortgage") on the 14 malls owned by the Financing Part-
nership and by assignments of all of the Financing Partnership's interest in the
rents and the leases at each of such mortgaged properties. In order to maintain
certain tax bases, Crown Investments guaranteed approximately $250 million of
such indebtedness. Each Mortgage contains a cross-default provision allowing
the Lender to declare a default under any or all of the Mortgages if the
Financing Partnership fails to make any payment of principal, interest, premium
or any other sum due under any Mortgage Loan or another event of default
occurs under the mortgage documents. The Mortgage Loans allow the Financing
Partnership to borrow up to $10 million from other parties, either unsecured or
secured by a qualifying subordinate lien, provided the proceeds are used
solely to finance tenant improvements or leasing costs. No such amounts are
borrowed as of December 31, 1996.
The $80.6 million mandatory principal payment due in August 1998 may be prepaid
at any time after August 1997, subject to the payment of a yield maintenance
charge; after February 1998 such prepayment would not be subject to the yield
maintenance charge. After August 1998 voluntary prepayments of the remaining
two tranches can be made in whole or in part on any monthly interest payment
date, subject to the payment of a yield maintenance charge; however, six
months prior to the due dates of the remaining two tranches, prepayment of that
tranche may be made without penalty. Principal of the Mortgage Loans is
subject to mandatory prepayment as a result of certain events of casualty or
condemnation at the Mortgaged Properties as provided in the respective
Mortgages.
The Company is currently required to deposit $450,000 each quarter to a re-
stricted cash account for capital plan reserves and renovation reserves.
Amounts may be withdrawn from this account to reimburse the Company for
incurred qualifying expenditures. As of December 31, 1996, $0.8 million of
restricted cash was held for this purpose and is included in deferred charges
and other assets.
Permanent Loans
At December 31, 1996, permanent loans consisted of nine loans secured by seven
properties held by the Operating Partnership with various maturities from
December 1997 through January 2008. Included in permanent loans is a $3.1
million interest free Urban Development Action Grant loan with the City of
Johnstown, Pennsylvania, secured by an office building and due October 2006. A
$1.3 million loan related to Carlisle Plaza Mall is an Industrial Development
Bond secured with a $1.3 million letter of credit, which expires in April 1999.
Crown Holding has guaranteed one of the permanent loans with a current outstand-
ing balance of $11.7 million.
Construction Loans
At December 31, 1996, the Company had construction loans on four malls. The
loans bear interest at variable interest rates indexed to the LIBOR rate. Crown
Investments has guaranteed one loan with a current balance of $17.2 million.
The loans have certain restrictive covenants including minimum coverage ratios
and limitations on investments and borrowings without the prior consent of the
lenders.
Secured Term Loans and Lines of Credit
At December 31, 1996, the Company had two secured term loan arrangements
totaling $35.6 million, of which $5.6 million is a revolving loan ($5.6 million
and $2.6 million outstanding at December 31, 1996 and 1995, respectively)
<PAGE> 50
used for general corporate purposes and is renewable annually on April 30. The
loans have certain restrictive covenants including the maintenance of certain
coverage ratios and limitations on investments and borrowings without the
prior consent of the lenders. As further disclosed in Note 7, in January 1997
the Company entered into a $10 million unsecured line of credit with a related
party. No amounts are currently outstanding under this line.
Interest Rates
The Mortgage Loans on the Financing Partnership properties and eight of the per-
manent loans related to six of the Operating Partnership properties with an ag-
gregate principal balance of $395.8 million at December 31, 1996 have fixed
interest rates ranging from 0% to 9.79%. The weighted average interest rate on
this fixed-rate debt at December 31, 1996 and 1995 was 7.82% and 7.90%, respect-
ively. The weighted average interest rate during the years ended December 31,
1996, 1995 and 1994 was 7.87%, 7.77%, and 7.74%, respectively.
All of the remaining loans with an aggregate principal balance of $173.0 million
at December 31, 1996 have variable interest rates based on spreads ranging from
1.75% to 3.50% above 30 day LIBOR, except for one loan which is based on the
prime rate plus 5/8%. The weighted average interest rate on the variable rated
debt at December 31, 1996 and 1995 was 8.14% and 8.44%, respectively. The
weighted average interest rate during the years ended December 31, 1996, 1995
and 1994 was 7.93%, 8.48%, and 7.04%, respectively.
Debt Maturities
As of December 31, 1996, the scheduled principal payments on all debt, including
extensions available at the Company's option provided the debt is not in default
at the extension dates, are as follows (in thousands):
Year Ending
December 31,
1997 $ 85,222
1998 144,760
1999 16,880
2000 190,133
2001 18,240
Thereafter 113,550
Total $ 568,785
NOTE 6 - LEASING ACTIVITIES
The Company is primarily a lessor of shopping malls with some office space
included in its portfolio. However, the concentration of tenants are in the
retail industry. Leases are generally noncancelable and expire on various
dates through approximately the year 2021. The future minimum lease payments
to be received under existing leases as of December 31, 1996, are as follows
(in thousands):
Year Ending
December 31,
1997 $ 77,011
1998 70,653
1999 64,386
2000 58,187
2001 50,321
Thereafter 192,422
Total $ 512,980
<PAGE> 51
The future minimum lease payments above do not include payments from tenants
which are due based upon a percentage of their gross sales or payments for the
tenants' share of common area maintenance costs and real estate taxes.
Total direct costs incurred by the Company to obtain leases, which are deferred
and amortized over the life of the lease, are as follows (in thousands):
[CAPTION]
<TABLE>
Beginning Addi- Amorti- Ending
Period Balance tions zation Other Balance
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1994 $ 20,885 $ 3,312 $ 4,223 $ (810) $ 19,164
Year Ended December 31, 1995 19,164 2,410 4,380 2,847 20,041
Year Ended December 31, 1996 20,041 2,156 4,015 (268) 17,914
</TABLE>
NOTE 7 - RELATED PARTY TRANSACTIONS
Crown Rights
Pursuant to the Operating Partnership Agreement, Crown Investments and its sub-
sidiary, Crown American Investment Company, received certain rights (the "Crown
Rights"), which enable them to require the Operating Partnership to redeem
part or all of their partnership units for a price equal to the equivalent value
of the shares of the Company (on a one-for-one basis). Crown Investments cur-
rently owns 7,652,500 limited partnership units and Crown American Investment
Company owns 1,786,459 limited partnership units. The obligation to redeem
these partnership units may be assumed by the Company in exchange for, at the
Company's election, either shares (on a one-for-one basis) or the cash
equivalent thereof, provided that the Company may not pay for such redemption
with shares to the extent that it would result in Crown Investments and its
affiliates beneficially or constructively owning more than 9.8% of the outstand-
ing shares. Crown Investments and its affiliates may require the Company to
assume the obligation to pay for such redemption with shares to the extent that
Crown Investments and its affiliates own less than 9.8% of the outstanding
shares. Crown Investments has pledged substantially all its limited partner-
ship units (the "Pledged Units") as collateral for a loan made by an unrelated
third party. In June 1995 the Company filed a Registration Statement on Form
S-3 with the Securities and Exchange Commission relating to the Pledged Units.
If at the time of any such permitted exchange the Shelf Registration is not
effective, the Company is obligated to purchase a specified portion of the
Pledged Units. The Company also has the right to purchase the Pledged Units
in lieu of effecting an exchange.
Management Agreements
Crown Associates retained certain properties that the Company has agreed to
manage pursuant to a management agreement. Certain of these properties were
transferred to an affiliate of Crown Associates in 1995 and 1996. For its
services, the Company receives a fee of 5% of revenues for management and $5.50
per square foot for new leases signed and $3.50 per square foot for renewal
leases signed. In addition, the Company receives 15% of temporary and
seasonal leasing revenues. Total management and leasing fees earned were $0.1
million, $0.2 million, and $1.4 million for the years ended December 31, 1996,
1995 and 1994, respectively.
<PAGE> 52
In addition, Crown Investments, Crown Associates, and their affiliates have
agreed to pay the Company sales commissions up to 15% of the net sales price
for its services in selling certain land and other assets owned by these
parties. Total commissions earned were $0.4 million, $0.7 million, and $1.2
million for the years ended December 31, 1996, 1995 and 1994, respectively, and
are included in miscellaneous income.
Support Agreement
In connection with the Company's formation and the consummation of the offer-
ings, Crown Investments entered into a cash flow support agreement (the "Support
Agreement"), which was subsequently amended in 1994, with the Operating
Partnership and the Financing Partnership with respect to Mount Berry Square,
Martinsburg Mall, Oak Ridge Mall and Bradley Square, all of which were opened in
1991 and were in various stages of initial lease-up, with mall store
occupancy rates below 75%.
The Support Agreement provides that Crown Investments will guarantee, on a
quarterly basis, up to a maximum of $1.0 million per quarter, that each of these
four malls will generate a stipulated aggregate amount of base rents from
each such mall. The quarterly amounts due under the Support Agreement are cal-
culated as the difference between the aggregate amount of actual base rents
earned in the quarter at each mall and the stipulated aggregate amount of
base rents. Crown Investments was also obligated to fund any tenant improvement
and leasing costs associated with a fixed amount of shortfall space, as defined.
The obligations of Crown Investments under the Support Agreement presently con-
tinue as to all four malls and will terminate as to a mall when the aggregate
base rents at such mall achieve the stipulated amount over four consecutive
quarters (as determined by the independent trustees of the Company).
Total cash flow support earned by the Company was $2.9 million, $2.6 million,
and $3.7 million for the years ended December 31, 1996, 1995 and 1994, respect-
ively. In addition, Crown Investments agreed to fund certain tenant improve-
ment costs incurred for signed leases as of June 30, 1993 scheduled to commence
subsequent thereto. The total amounts received for tenant improvement costs
were $0.0 million, $0.1 million, and $4.7 million for the years ended December
31, 1996, 1995 and 1994, respectively. During 1995 Crown Holding advanced
$6.4 million to the Company primarily to pre-fund estimated future payments
under the Support Agreement. This pre-funding did not change or terminate the
Support Agreement, and additional funding is expected to recommence in late
1997. Earned support payments and funded tenant improvements under the
Support Agreement have been accounted for as capital contributions made by
the minority owner in the Operating Partnership and are credited to minority
interest (as to the minority ownership percentage) with the remainder to
paid-in capital. The remaining unearned pre-funded balance is included in
accounts payable and other liabilities. Accordingly, as the support amounts are
earned each quarter based on the level of actual quarterly base rents at the
four malls, the quarterly support amount is deducted from the pre-funding lia-
bility account and credited to minority interest and paid-in-capital.
Crown Associates Lease at Pasquerilla Plaza
Approximately 12,200 square feet of Pasquerilla Plaza is leased to Crown Assoc-
iates for annual base rent of $226,613 under a lease with a term ending July 31,
2003. The rent was determined based on rental rates being paid by existing
third party tenants and on the fact that Crown Associates' lease includes
certain furnishings and equipment and allows Crown Associates use of certain
facilities in the building not available to other third party tenants. The
lease includes a five-year renewal option at then market rents. Total base rent
<PAGE> 53
earned by the Company for the years ended December 31, 1996, 1995 and 1994 was
$204,500, $200,000, and $200,000, respectively.
Line of Credit with Crown Financing Company
In December 1996 the Board of Trustees approved the terms of a $10 million
standby line of credit with Crown Financing Company, a wholly-owned subsidiary
of Crown Holding Company. Under this unsecured facility, which was executed
in January 1997, the Company may borrow up to $10 million with interest based on
the prime rate plus 1 5/8%. Interest on amounts borrowed will accrue and be
payable on the maturity date, which will be when the first tranche of the
Mortgage Bonds (see Note 5) are paid or prepaid but not later than December 31,
1998. Amounts borrowed under the line are due at the maturity date and may be
prepaid at any time without penalty.
Amounts due to or from Crown Associates and Crown Investments
In addition to the above items, the Company allocates a portion of the costs re-
lated to its construction, development, MIS, legal, and risk management depart-
ments to Crown Associates based on estimated usage. As a result of these
allocated costs (which aggregated $0.5 million, $0.5 million, $0.6 million for
the years ended December 31, 1996, 1995, and 1994, respectively), certain inter-
company liabilities that arose in connection with the acquisition of two malls
in 1995 (see Note 13), and the pre-funding of the Support Agreement as described
above, the Company had a net payable to Crown Associates and Crown Holding at
December 31, 1996 of $1.9 million.
Acquisition of Wyoming Valley and Middletown Malls
As described above and in Note 13, in 1995 the Company acquired the Wyoming
Valley and Middletown Malls. These malls had been jointly owned by Crown
Associates and an unrelated third party.
Hess's Department Stores, Inc.
The Company and the Properties routinely had numerous transactions with Hess's
Department Stores, Inc. ("Hess's"), a wholly-owned indirect subsidiary of Crown
Holding, until November 1994 when all of Hess's operations were sold. These
transactions included rental revenues for mall and freestanding stores. Hess's
was a tenant in 13 of the income-producing properties and also was a tenant in
the joint venture's enclosed shopping mall. Revenues from Hess's for the
year ended December 31, 1994, were $4.4 million.
At a special meeting of the Company's shareholders held on September 9, 1994,
the shareholders approved modifications of leases with Hess's in connection with
the sale by Hess's of its store locations at Company properties to The May
Department Stores Company ("May") and The Bon-Ton Stores, Inc. ("Bon-Ton").
Under the transaction with Bon-Ton, which closed in September 1994, Bon-Ton
assumed leases and will operate six Hess's stores, and also agreed to temp-
orarily operate five Hess's stores through January 1996 (two stores) and
January 1997 (three stores). The Company has begun discussions with department
store chains and other tenants for replacements in those five malls. A
J.C. Penney store will open in March 1997 in one of the temporary locations, and
there is currently a furniture store tenant in a second location. In January
1997 Bon-Ton vacated the remaining three locations.
Under the transaction with May, which transaction closed in November 1994, May
purchased (pursuant to 99 year ground leases with nominal purchase options)
three Hess's store locations from the Company for $17.6 million and leased
<PAGE> 54
the Hess's store at two other locations. One of the leased locations is subject
to a purchase option by May in the amount of $3.5 million. In 1994 the
Company recorded a gain of $4.5 million on the sale of the three store
locations. The Company also committed to renovate the mall where one of the
leased stores is located, which was done in 1995. During 1995 May expanded the
stores at all five of these locations. In 1994 the Company also received $2.4
million from Hess's relating to one of the stores that May is leasing to make up
the difference between the rent formerly paid by Hess's and rent being paid by
May. This amount was recorded as deferred income and is being amortized over
the remaining lease term (10 years). Hess's also paid $0.8 million to the
Company in 1995 for lost or reduced rents from mall shop tenants that
occurred during the construction period when the former Hess's locations were
being expanded.
NOTE 8 - LEASES
The Company is the lessee under ground leases with third parties for Shenango
Valley Mall and Uniontown Mall. The Shenango Valley Mall lease expires on
July 24, 2017. One lease for Uniontown Mall expires on March 30, 2018 with
up to eleven five-year renewal options and the other lease expires on April 30,
2009 with up to ten five-year renewal options. The leases require fixed annual
payments. Fixed rental expense related to these leases for the years ended
December 31, 1996, 1995 and 1994, was $153,000 in each year. Future minimum
lease payments on these leases are $153,000 per year through 2001 and $1,116,000
for all years thereafter.
Under the Uniontown Mall leases additional rents are paid based on mall tenant
percentage rents. These additional rents were $56,000, $65,000, and $92,000,
for the years ended December 31, 1996, 1995 and 1994, respectively.
Capital Leases
Assets under capital leases, primarily office and mall equipment, are capital-
ized using interest rates appropriate at the inception of each lease.
Capital lease obligations amounted to $1.7 million, and $2.0 million at December
31, 1996 and 1995, respectively, and are included in accounts payable and other
liabilities.
NOTE 9 - RETIREMENT SAVINGS AND SHARE INCENTIVE PLANS
Retirement Savings Plan and Savings Restoration Plan
The Company established the Crown American Realty Trust Retirement Savings Plan
(the "Retirement Savings Plan") pursuant to Section 401(k) of the Internal
Revenue Code to cover employees of the Operating Partnership. Employees who
have completed at least one year of service, working 1,000 hours per year, and
have attained age 21 are eligible to participate in the Retirement Savings Plan.
The Operating Partnership contributes a percentage of each eligible employee's
base pay (the "Supplemental Employer Contribution") to the Retirement Savings
Plan on behalf of each eligible employee. The Supplemental Employer Contri-
bution is 2% of base pay if the employee is under 35 years of age, 3% if 35 to
49 years of age, and 5% if 50 years of age or older. In addition, participants
may elect to contribute between 1% and (subject to certain restrictions) 15%.
Employee contributions are matched (the "Matching Contribution") by the Company
up to 50% of the first 3% of the participant's compensation.
The receipt of benefits attributable to the Operating Partnership's Matching
Contribution and Supplemental Employer Contribution is subject to the vesting
<PAGE> 55
and forfeiture provisions of the Retirement Savings Plan. Supplemental
Employer Contributions become 100% vested after five years of service is
credited to the employee. Matching Contributions become vested 20% after two
years of service and an additional 20% becomes vested per year thereafter.
Years of service include service with Crown American Corporation. Other amounts
are fully vested at all times.
Total plan costs for the years ended December 31, 1996, 1995 and 1994 were
$465,000, $394,000, and $374,000, respectively. The plans of predecessor affil-
iated entities were terminated upon the formation of the Company.
In late 1996 the Company adopted The Savings Restoration Plan which is designed
to allow eligible employees to defer current compensation in amounts that
exceed the limits that can be deferred under The Retirement Savings
Plan. The plan becomes effective January 1, 1997 and accordingly no
compensation was deferred in 1996 under the plan.
Share Incentive Plans
Prior to the initial public offering, the shareholders of the Company approved
the 1993 Crown American Realty Option Plan (the "Employee Option Plan"), and the
1993 Crown American Realty Trustees' Option Plan (the "Trustees' Option Plan").
Under the Employee Option Plan, options to purchase a total of 1,200,000 Limited
Partnership "Units" of the Operating Partnership are available for grant to
officers and key employees; the Chairman and President currently do not
participate in any share incentive plan. In December 1994, the Board of
Trustees approved an amendment to the Employee Option Plan, approved by the
shareholders in May 1995, to increase the number of Units available for grant
to 1,200,000, an increase of 325,000 units. Under the Employee Option Plan,
options are to be granted at not less than the market value of the shares on the
date of grant. In certain circumstances, option holders may redeem the Units
for cash or Shares (at the option of the Company).
Currently, all the Option Agreements except one provide that an option may only
be exercised after the optionee has completed two years of employment with the
Operating Partnership after the date of the grant of the option. Under such
Option Agreements, an option first becomes exercisable to the extent of 20% of
the total number of Units subject to the option on each of the second, third,
fourth, fifth and sixth anniversaries of the date of the grant of the option.
One Option Agreement provides for full vesting of the options granted thereunder
three years after the date of grant. If employment is terminated before the
option has partially or fully vested, the right to exercise the option is
forfeited. If employment is terminated after the option has partially or fully
vested, the option may be exercised to the extent it was exercisable at the time
of termination of employment. There are certain limitations on the timing of
exercise of the option after termination of employment. Currently, all the
Option Agreements provide that options expire five years after the date they
first become exercisable. Effective on January 3, 1996, the Board of
Trustees canceled all then outstanding options (except for 30,000 options that
were granted in November 1995) and issued 968,000 of new options at the then
current market price of $8.00 per share, pursuant to the terms described above.
<PAGE> 56
Option transactions under the Employee Option Plan are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1996
1996 1995 1994
Weighted Weighted Weighted
Number Average Number Average Number Average
of Exercise of Exercise of Exercise
Units Price Units Price Units Price
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of 998,000 $15.78 972,000 $16.63 580,000 $17.25
Granted 1,062,000 8.0 170,000 11.71 412,000 15.78
Canceled (1,024,000) 15.59 (144,000) 16.23 (20,000) 17.25
Exercised
Options outstanding,
end of period 1,036,000 $ 8.0 998,000 $15.78 972,000 $16.63
Range of option
exercise prices $ 7.50 to $7.75 to $13.50 to
$ 8.50 $ 17.25 $ 17.25
Weighted average fair
value of options
granted during the
year $ 0.54 $ 1.61 $ 0.37
Weighted average
contractual life at
end of period
(in years) 8.0 7.3 8.1
Options exercisable
at period end 0 92,000 0
Total compensation
expense recognized
during the period $ 0 $ 0 $ 0
</TABLE>
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average assump-
tions used for grants in 1996, 1995 and 1994, respectively: dividend yield
of 10.0%, 11.0% and 9.0%; expected volatility of 23%, 35%, and 15%; risk-free
interest rates of 6.6%, 7.0%, and 7.0%; and expected lives of 9 years for all
options.
Under the Trustees' Option Plan, options to purchase a total of 10,000 common
shares of beneficial interest of the Company are available to non-employee
Trustees. Pursuant to the Trustees' Option Plan, each non-employee Trustee of
the Company automatically receives an annual grant of options to purchase 500
common shares having an exercise price equal to 100% of the fair market value
of the shares at the date of grant of such option. On December 31, 1996,
1995 and 1994 each of the four non-employee directors were granted options to
purchase 500 common shares at an exercise price of $7.500, $7.875, and $13.50
per share, respectively, the market prices at date of grant. It is the
Company's current policy to grant to each new non-employee Trustee, upon joining
the Board of Trustees, an initial grant of options to purchase 500 shares having
an exercise price equal to 100% of the fair market value of the shares as of
such date. Accordingly, in August 1993, four directors each received options to
purchase 500 common shares at an exercise price of $17.25 per common share,
<PAGE> 57
which was equal to the initial public offering price. As of December 31, 1996,
there were 10,000 option shares held by the Trustees. To date, all options
granted to Trustees have been exercisable immediately upon grant, but none have
been so exercised as of December 31, 1996.
The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans. Accordingly, no compensation cost has been recognized for its option
plans. Had compensation cost for the Company's option plans been determined
based on the fair value at the grant dates for awards under those plans con-
sistent with the method of SFAS No. 123, the Company's net income for the years
ended December 31, 1996, 1995 and 1994 would have been reduced by approximately
$0.12 million, $0.17 million and $0.15 million, respectively, or $0.004,
$0.006, and $0.006 per share, respectively.
NOTE 10 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107 "Fair Value of Financial
Instruments" requires disclosures about fair value for all financial instru-
ments. Based on the borrowing rates currently available to the Company, the
carrying amount of the Company's $395.8 million of fixed rate debt approximates
the current estimated fair value. The remaining $173.0 million of debt is at
floating interest rates which approximate current rates available to the
Company for such debt, and accordingly the fair value of such floating rate debt
approximates the current carrying amount.
NOTE 11 - QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for 1996 and 1995 is shown below (in
thousands, except per share data):
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C>
Year ended December 31, 1996:
Revenues $ 33,417 $ 30,939 $ 31,784 $ 37,832
Operating income before interest
and asset sales and adjustments,
and extraordinary items 12,823 10,053 10,652 14,537
Extraordinary (losses) (120) (598)
Income before minority interest
in Operating Partnership 2,420 602 1,595 3,169
Net income $ 1,804 $ 451 $ 1,189 $ 2,363
Net income per share $ 0.07 $ 0.01 $ 0.04 $ 0.09
Year ended December 31, 1995:
Revenues $ 32,250 $ 31,566 $ 31,607 $ 36,825
Operating income before interest,
asset sales and adjustments, and
extraordinary items 12,494 11,100 10,550 13,642
Extraordinary gains (losses) 3,300 7,700 244 (765)
Income (loss) before minority
interest in Operating Partnership 6,128 (25,158) 264 2,600
Net income (loss) $ 4,583 $ (18,677) $ 199 $ 1,934
Net income (loss) per share $ .17 $ (.68) $ .01 $ .07
</TABLE>
<PAGE> 58
NOTE 12 - COMMITMENTS AND CONTINGENCIES
The Company obtains insurance for worker's compensation, automobile, general
liability, property damage, and medical claims. However, the Company has
elected to retain a portion of expected losses for property damage, worker's
compensation, and general liability through the use of deductibles which
generally range up to $250,000 per claim with certain maximum aggregate policy
limits per year. Provisions for losses expected under these programs are
recorded based on estimates of the aggregate liability for claims incurred and
claims incurred but not reported (IBNR) provided by consulting actuaries who
utilize the Company's claims experience and actuarial assumptions. The total
estimated liability for these losses at December 31, 1996 and 1995 was $4.5
million and $3.6 million, respectively, and is included in accounts payable and
other liabilities.
Based on environmental studies completed on the Properties, management believes
any exposure related to environmental clean-up will be immaterial.
Except as described below, neither the Company, the Operating Partnership nor
the Financing Partnership are currently involved in any material litigation and,
to the best of the Company's knowledge, there is no material litigation
currently threatened against the Company, the Operating Partnership, the
Financing Partnership or the Properties, other than routine litigation arising
in the ordinary course of business, most of which is expected to be covered
by liability insurance or established reserves.
On August 10, 1995, August 17, 1995, and September 8, 1995, complaints were
filed by various individuals on behalf of themselves, and also purportedly on
behalf of other similarly situated persons, against the Company and certain
of its executive officers in United States District Court for the Western
District of Pennsylvania to recover unspecified damages under the federal
securities laws resulting from a decline in the market price for the
Company's common shares of beneficial interest which are listed and traded on
the New York Stock Exchange. The decline in the Company's share price
followed the announcement on August 8, 1995, of various operational and
capital resource initiatives by the Company, including a reduction of the
Company's quarterly dividend to increase its level of retained internal cash
flow and the intention to sell certain assets that were not considered at
that time to fit the Company's growth strategy.
A fourth Complaint was filed the week of December 15, 1995, by an individual on
behalf of himself and also purportedly on behalf of other similarly situated
persons, against the Company and certain of its current and former executive
officers in United States District Court for the Eastern District of
Pennsylvania. While this Complaint is substantially similar to the previous
Complaints, it alleges a class period extending from August 17, 1993, (the
IPO Date) to August 8, 1995.
All four cases have been transferred to the Western District, and a consolidated
amended complaint has been filed. The Company has filed a motion seeking to
dismiss the consolidated action which is currently pending before the Court.
This consolidated legal action is in a very preliminary stage. However, the
Company believes, based on advice of legal counsel, that it and the named
officers have substantial defenses to the Plaintiffs' claims, and the Company
intends to vigorously defend the action. The Company's current and former
officers that are named in this litigation are covered under a liability in-
surance policy paid for by the Company. The Company's officers also have
indemnification agreements with the Company. While the final resolution of this
litigation cannot be presently determined, management does not believe that it
<PAGE> 59
will have a material adverse affect on the Company's results of operations or
financial condition.
As a result of the fire which damaged the Logan Valley Mall in Altoona, PA on
December 16, 1994 (see Note 4), a number of tenants or their insurers have
filed lawsuits against the Company for damages to property and for inter-
ruption of business. In summary, nine lawsuits have been filed in the Court of
Common Pleas of Blair County, PA. The Company has insurance policies in place
with coverage limits sufficient to indemnify the Company for any anticipated
losses arising from these lawsuits. Accordingly, the ultimate outcome of this
litigation is not expected to have any material adverse effect on the
Company's results of operations or financial condition.
NOTE 13 - ACQUISITION OF TWO MALLS
At the time of the Company's formation in 1993, Crown Associates retained (i) a
50% tenancy-in-common interest in the fee title to two enclosed shopping malls
(Wyoming Valley Mall located in Wilkes-Barre, Pennsylvania, and Middletown
Mall located in Fairmont, West Virginia) and (ii) related ground leasehold
interests pursuant to long-term ground leases of each of such undivided
interests. The other 50% tenancy-in-common interests in both properties
were held by an unrelated third party, which at the time objected to purchase of
the properties by the Company.
In 1994 the Company, Crown Associates and the unrelated third party entered into
agreements, approved by the Independent Trustees, under which the Company pur-
chased all interests in the two malls together with the related working
capital. The transactions closed effective as of January 31, 1995 (Wyoming
Valley Mall) and February 1, 1995 (Middletown Mall). The aggregate purchase
price paid for the two malls consisted of $45.2 million in cash, assumption
of debt aggregating $7.8 million, of which $6.0 million is a non-recourse note
related to Middletown Mall due January 1998, and, for Wyoming Valley Mall, an
additional 5.1% partnership interest in the Operating Partnership, issued to
Crown American Investment Company ("CAIC"), a wholly-owned subsidiary of Crown
Investments. The Company also incurred $1.4 million in transaction costs,
including transfer taxes, debt issuance costs, and legal fees. There is
additional contingent consideration to CAIC with respect to Middletown Mall, to
be paid in partnership units, based on this mall's operating performance over
the following three year period. Working capital at the date of purchase
approximated $1.0 million.
The funds to pay the purchase price and transaction costs were obtained through
a $45.3 million term loan from a bank (subsequently increased to $50.0 million
during 1995). The loan bears interest at a variable interest rate indexed to
the LIBOR rate and is repayable in January 2000 (includes two one-year
extensions).
Eleven months of operating activities of the two malls are included in the 1995
consolidated results of operations. In 1995 the two malls contributed $11.5
million in revenues and $0.5 million of income before minority interest. In
1996 the two malls contributed $12.8 million in revenues and $0.4 million of
income before minority interest.
NOTE 14 - PROPERTY SALES, DISPOSALS, AND ADJUSTMENTS
In September 1996, the Company sold its Patrick Henry Corporate Center, an
office building located in Newport News, Virginia to an insurance company. The
net sales price was $9.45 million, and the net gain was $2.35 million.
<PAGE> 60
Existing debt on the property of $5.36 million was repaid from the sales pro-
ceeds, resulting in $364 thousand extraordinary loss on early extinguishment of
debt arising from a prepayment penalty and the write off of unamoritzed
deferred financing costs.
As part of the Company's ongoing strategic evaluation of its portfolio of
assets, the Trustees of the Company authorized management in August 1995 to
pursue the sale of certain malls and other assets that were not considered at
that time to be fully consistent with or essential to the Company's long-term
strategies. Under generally accepted accounting principles ("GAAP"), assets
held for the long-term production of income are recorded at the lower of cost
or net realizable value (generally defined as the future net cash flows expected
to be generated by the asset, undiscounted and without interest charges).
However, when a decision is made to dispose of long-lived assets, the carry-
ing value of those assets is computed using their fair value (generally defined
as the amount at which the asset could be bought or sold in a current tran-
saction other than a forced or liquidation sale) less selling costs. Accord-
ingly, in the second quarter of 1995 the Company recorded a $35.0 million
adjustment to the carrying value of one of the assets then held for sale as re-
quired under GAAP. This non-cash adjustment was charged to operations and
represents the difference between the estimated fair value (less direct costs to
sell) and net book value of that asset. Assets that had been held for sale are
no longer being offered due to new development opportunities that have arisen,
current market conditions, and other reasons.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable
PART III
Items 10 through 13.
In accordance with the provisions of General Instruction G to Form 10-K, the
information required by Item 10 (Directors and Executive Officers of the
Registrant), Item 11 (Executive Compensation), Item 12 (Security Ownership of
Certain Beneficial Owners and Management) and Item 13 (Certain Relationships
and Related Transactions) is not set forth herein (except for the information
concerning "Executive Officers of the Company" which appears at the end of
Part I hereof) because the Company's definitive Proxy Statement for its
Annual Meeting of Shareholders to be held on April 30, 1997, which includes such
information, will be filed with the Commission not later than 120 days after
the end of the fiscal year covered by this annual report. Such information
is incorporated in this annual report by reference, except for the
information required to be included in the Proxy Statement by paragraphs (i),
(k) and (l) of Item 402 of Regulation S-K.
<PAGE> 61
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The financial statements, financial statement schedules and exhibits listed
below are filed as part of this annual report:
Page No.
(a) (1) Financial Statements
Report of Independent Public Accountants 29
Consolidated Income Statements of Crown American Realty Trust 30
for the years ended December 31, 1996, 1995 and 1994.
Consolidated Balance Sheets of Crown American Realty Trust as of 31
December 31, 1996, and 1995.
Consolidated Statements of Cash Flows of Crown American Realty
Trust for the years ended December 31, 1996, 1995 and 1994. 32
Consolidated Statements of Shareholders' Equity of Crown
American Realty Trust for the years ended December 31, 1996,
1995 and 1994. 33
Notes to Consolidated Financial Statements 34-48
(2) Financial Statement Schedules
Schedule III - ConsolidatedReal Estate and Accumulated
Depreciation 53-54
Schedule IV- Valuation and Qualifying Accounts and Reserves 55
(b) Reports on Form 8-K
No events which resulted in the filing of a current report on Form 8-K occurred
during the fiscal quarter ended December 31, 1996.
(c) Exhibits
Item 14(c) of the Report is amended by adding a new Exhibit 23, and 24. The
complete text of Item 14(c), as amended, follows.
3.1 Second Amended and Restated Declaration of Trust of the Company. (c)
3.2 Bylaws of the Company. (c)
4 See Second Amended and Restated Declaration of Trust of the Company,
(Exhibit 3.1). (c)
10.1 Amended and Restated Agreement of Limited Partnership of Crown American
Properties, L.P. (b)
10.2 (a) First Amendment to Amended and Restated Agreement of Limited
Partnership of Crown American Properties, L.P. (b)
10.2 (b) Second Amendment to Amended and Restated Agreement of Limited
Partnership of Crown American Properties, L.P (a)
10.2 (c) Third Amendment to Amended and Restated Agreement of Limited
Partnership of Crown American Properties, L.P. (a)
10.3 Amended and Restated Partnership Agreement of Crown American Financing
Partnership. (b)
10.4 Certificate of Incorporation and Bylaws of Crown American Financing
Corporation. (b)
<PAGE> 62
10.5 Real Estate Management Agreements between the Operating Partnership and the
following entities:
(a) Financing Partnership (b)
(b) Crown American Associates (b)
(c) Wyoming Valley Mall, Inc. (b)
(d) Middletown Mall, Inc. (b)
(e) Pasquerilla Partnership (b)
(f) Greater Lewistown Shopping Plaza (b)
(g) The Grandview Company (b)
10.6 Key Executive Bonus Incentive Plan. (c) #
10.7 Retirement Savings Plan. (c) #
10.8 Sample Indemnification Agreement between the Company and its Trustees
and officers (together with a schedule identifying the other agreements not
being filed and material differences therein). (b)
10.9 Loan Agreement between the Financing Partnership and Kidder Peabody
Mortgage Capital Corporation ("Loan Agreement"). (b)
10.10 Amendment to Loan Agreement. (b)
10.11 (a) Cash Flow Support Agreement (b)
10.11 (b) Cash Flow Support Agreement, amended May 9, 1994 (a)
10.12 1993 Crown American Realty Option Plan. (c) #
10.13 1993 Crown American Realty Trustees' Option Plan. (c) #
10.14 Sample Option Agreement for Employees (together with a schedule
identifying the other agreements not being filed and material differences
therein). (b) #
10.15 Sample Option Agreement for Trustees (together with a schedule identifying
the other agreements not being filed and material differences
therein). (b)#
10.16 Option Agreement dated as of April 24, 1995 among CBA Funding, L.L.C.,
Crown American Realty Trust, Crown American Properties, L.P. and Crown
Investments Trust. (d)
10.17 Registration Rights Agreement dated as of April 24, 1995 between Crown
American Realty Trust and CBA Funding, L.L.C., as Agent (d)
10.18 Exchange Agreement dated as of April 24, 1995 among CBA Funding, L.L.C.,
as Agent, Crown American Realty Trust, Crown American Properties, L.P.,
Crown Investments Trust and Crown American Investment Company (d)
10.19 Crown American Properties L.P. Savings Restoration Plan (e) #
21 List of subsidiaries of the Company. (c)
23 Consent of Arthur Andersen LLP (e)
24 Powers of Attorney (e)
99(a) Press release dated February 20, 1997 (e)
99(b) Fourth Quarter 1996 Supplemental Financial and Operational Information
Package (e)
(a) Filed as an Exhibit to the Company's Report on Form 10K for the year
ended December 31, 1994.
(b) Filed as an Exhibit to the Company's Report on Form 10K for the period
ended December 31, 1993.
(c) Filed as an Exhibit to the Company's Registration Statement on Form S-11,
effective as of August 9, 1993.
(d) Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-3, Registration No. 33-91880, effective as of
June 9, 1995.
(e) Filed herewith.
# Indicates management contract or compensatory plan or arrangement.
<PAGE> 63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CROWN AMERICAN REALTY TRUST
By /s/ Frank J. Pasquerilla
Frank J. Pasquerilla
Chief Executive Officer
Date: February 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
in the capacities indicated and on the dates indicated.
Signature Title Date
/s/ Frank J. Pasquerilla Trustee, Chairman of February 28, 1997
Frank J. Pasquerilla the Board and Chief
Executive Officer
/s/ Mark E. Pasquerilla Trustee and President February 28, 1997
Mark E. Pasquerilla
/s/ John M. Kriak Trustee, Executive Vice February 28, 1997
John M. Kriak President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Terry L. Stevens Senior Vice President and February 28, 1997
Terry L. Stevens Chief Accounting Officer,
Finance
* Trustee February 28, 1997
Clifford A. Barton
* Trustee February 28, 1997
Donald F. Mazziotti
* Trustee February 28, 1997
Margaret T. Monaco
* Trustee February 28, 1997
Zachary L. Solomon
*By: /s/ Terry L. Stevens
Terry L. Stevens
as Attorney-in-Fact
<PAGE> 64
<TABLE>
<CAPTION>
Schedule III
CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1996
(Dollars in Thousands)
Costs Capitalized
Subsequent To
Initial Cost Acquisition
Build- Build-
ings & Land ings &
Encum- Improve- Improve- Improve- Carrying
Properties brances Land ments ments ments Costs
(D) (C) (C) (E)
<S> <C> <C> <C> <C> <C> <C>
Carlisle
Carlisle, PA $ 12,901 (A) $ 379 $ 611 $ $ 7,734 $ 115
Logan Valley
Altoona, PA 37,714 2,138 954 2,083 61,991 4,050
North Hanover
Hanover, PA 16,220 (F) 1,272 1,325 33 14,242 194
Viewmont
Scranton, PA 46,249 (F) 1,696 4,602 8,050 37,539 7,701
(B)
Shenango Valley
Sharon, PA 6,823 (H) 21 6,403 1 5,960 24
Nittany
State College,
PA 24,982 (F) 6,683 6,204 95 27,195 5,717
Capital City
Camp Hill, PA 38,300 (G) 1,580 11,269 (193) 5,997 189
Franklin
Washington, PA 10,805 (F) 2,977 3,915 43 17,458 233
Uniontown
Uniontown, PA 22,734 (F) 1,382 6,635 2 30,155 2,510
Francis Scott
Key
Frederick, MD 28,037 (F) 3,784 12,170 (572) 18,408 100
Lycoming
Williamsport,
PA 32,361 (F) 2,110 14,204 (24) 15,360 638
Schuylkill
Frackville, PA 36,940 (G) 10,332 24,843 165 7,947 5
West Manchester
York, PA 24,123 (F) 7,694 24,122 2,455 15,424 641
<PAGE> 65
Costs Capitalized
Subsequent to
Initial Cost Acquisition
Build- Build-
ings & Land ings &
Encum- Improve- Improve Improve- Carrying
Properties brances Land ments ments ments Costs
Chambersburg
Chambersburg,
PA 18,077 (F) 2,363 14,063 38 10,755 271
South
Allentown, PA 8,705 (F) 3,465 2,331 23 13,093
Phillipsburg
Phillipsburg,
NJ 23,708 (F) 11,169 50,368 36 3,149
Patrick Henry
Newport News,
VA 29,838 (F) 3,953 22,432 14 5,756 91
New River
Valley
Christiansburg
VA 12,999 (F) 3,923 27,094 38 4,974
Martinsburg
Martinsburg,
WV 11,800 (F) 8,375 37,547 (573) 2,370
Bradley Square
Cleveland, TN 17,154 7,012 29,385 (173) 2,651
Mt. Berry
Square
Rome, GA 16,939 6,260 37,434 (24) 3,686
Oak Ridge
Oak Ridge, TN 25,698 (H) 9,393 31,323 (230) 3,998 1,184
Wyoming Valley
Wilkes-Barre,
PA 50,000 6,825 52,057 9 577
Middletown
Fairmont, WV 6,968 1,610 10,359 6 9
Pasquerilla
Plaza
Johnstown, PA 8,710 3,289 23,010 3 500
Westgate Anchor
Pad
Bethlehem, PA (H) 3,219
Total $568,785 $109,685 $457,879 $ 11,314 $316,928 $ 23,663
</TABLE>
<PAGE> 65
<TABLE>
<CAPTION>
SCHEDULE III
CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1996
(Dollars in Thousands)
Gross Amounts at Which
Carried at Close of Period
Build- Accumu-
ings & lated Date of
Imrpove- Deprecia- Construct- Date
Properties Land ments Total tion tion Acquired
<S> <C> <C> <C> <C> <C> <C>
Carlisle
Carlisle, PA $ 388 $ 8,460 $ 8,848 $ (5,433) 1964
Logan Valley
Altoona, PA 4,221 66,995 71,216 (10,018) 1965,
1995-96
North Hanover
Hanover, PA 1,305 15,761 17,066 (9,306) 1967
Viewmont
Scranton, PA 9,746 49,842 59,588 (11,660) 1968,
1994-95
Shenango Valley
Sharon, PA 22 12,387 12,409 (7,217) 1967, 1995
Nittany
State College,
PA 6,778 39,116 45,894 (12,918) 1968, 1970,
1991
Capital City
Camp Hill, PA 1,387 17,455 18,842 (10,156) 1974
Franklin
Washington, PA 3,020 21,606 24,626 (10,898) 1969
Uniontown
Uniontown, PA 1,384 39,300 40,684 (15,759) 1969, 1984
1989
Francis Scott
Key
Frederick, MD 3,212 30,678 33,890 (13,589) 1978
Lycoming
Williamsport,
PA 2,086 30,202 32,288 (13,093) 1978, 1990
Schuylkill
Frackville,
PA 10,497 32,795 43,292 (15,901) 1980
<PAGE> 66
Build- Accumu-
ings & lated Date of
Improve- Deprecia- Construct- Date
Properties Land ments Total tion tion Acquierd
West Manchester
York, PA 10,149 40,187 50,336 (11,715) 1981, 1995
Chambersburg
Chambersburg,
PA 2,401 25,089 27,490 (11,415) 1982
South
Allentown, PA 3,488 15,424 18,912 (4,784) 1980
Phillipsburg
Phillipsburg,
NJ 11,205 53,517 64,722 (14,477) 1989
Patrick Henry
Newport News,
VA 3,967 28,279 32,246 (10,191) 1987
New River Valley
Christians-
burg, VA 3,961 32,068 36,029 (7,479) 1988
Martinsburg
Martinsburg,WV 7,802 39,917 47,719 (8,757) 1991
Bradley Square
Cleveland, TN 6,839 32,036 38,875 (7,418) 1991
Mt. Berry
Square
Rome, GA 6,236 41,120 47,356 (9,072) 1991
Oak Ridge
Oak Ridge, TN 9,163 36,505 45,668 (13,161) 1989
Wyoming Valley
Wilkes-Barre,
PA 6,834 52,634 59,468 (12,504) 1995
Middletown
Fairmont, WV 1,616 10,368 11,984 (5,259) 1995
Pasquerilla
Plaza
Johnstown, PA 3,292 23,510 26,802 (6,081) 1989
Westgate Anchor
Pad
Bethlehem, PA 3,219 3,219 (838) 1988
Total $120,999 $798,470 $919,469 $(259,099)
See following page for note referenced (A) to (H).
<PAGE> 67
</TABLE>
<TABLE>
<CAPTION>
Schedule III
CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1996
(Dollars in Thousands)
Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statements of operations
are calculated over the estimated useful lives of the assets as follows:
Base Building 45 years
Building Components 10 - 20 years
Tenant Improvements Terms of Leases or useful lives,
whichever is shorter
The aggregate cost for Federal income tax purposes was approximately
$881 million at December 31, 1996.
The changes in total real estate assets and accumulated depreciation and
amortization for the year ended January 31, 1993, the periods
February 1, 1993 to August 16, 1993, and August 17, 1993 to December 31,
1993, and the years ended December 31, 1994, 1995, and 1996 are as follows:
Total Real Estate Assets
Years ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Balance, beginning of period $ 880,279 $ 799,090 $ 779,184
Additions and Improvements 50,245 46,916 39,809
Acquisitions 70,180
Adjustment to carrying value (35,000)
Cost of real estate sold (9,612) (907) (19,903)
Other writeoffs (1,443)
Balance, end of period $ 919,469 $ 880,279 $ 799,090
August 17 to February 1 to Year Ended
December 31, August 16, January 31,
1993 1993 1993
Balance, beginning of period $ 767,036 $ 762,186 $ 746,185
Additions and Improvements 12,148 8,974 16,001
Acquisitions
Adjustment to carrying value
Cost of real estate sold (4,124)
Other writeoffs
Balance, end of period $ 779,184 $ 767,036 $ 762,186
<PAGE> 68
Accumulated Depreciation & Amortization
Years ended December 31,
1996 1995 1994
Balance, beginning of period $ 232,771 $ 190,379 $ 173,930
Depreciation and amortization 30,503 29,546 24,816
Acquisitions 12,846
Cost of real estate sold (2,216) (8,367)
Other writeoffs (1,959)
Balance, end of period $ 259,099 $ 232,771 $ 190,379
August 17 to February 1 to Year Ended
December 31, August 16, January 31,
1993 1993 1993
Balance, beginning of period $ 165,183 $ 154,480 $ 131,999
Depreciation and amortization 8,747 12,119 22,481
Acquisitions
Cost of real estate sold (1,416)
Other writeoffs
Balance, end of period $ 173,930 $ 165,183 $ 154,480
(A) Includes $1,250 secured only by a bank letter of credit.
(B) Includes $30,000 secured only by assignment of leases.
(C) Improvements are reported net of dispositions.
(D) Initial cost for constructed malls is cost at end of first complete
fiscal year subsequent to opening and includes carrying costs on
initial construction.
(E) Carrying costs consist of capitalized construction period interest and
taxes on expansions and major renovations subsequent to initial
construction of the mall.
(F) Fourteen malls in the Financing Partnership are cross-defaulted and
cross-collateralized.
(G) Capital City Mall and Schuylkill Mall are cross-defaulted.
(H) Three income-producing properties are cross-collateralized and cross-
defaulted. In addition, the Company's joint venture interest in Palmer
Park Mall is pledged as additional collateral in respect of these loans.
</TABLE>
<PAGE> 69
<TABLE>
<CAPTION>
Schedule IV
CROWN AMERICAN REALTY TRUST
Valuation and Qualifying Accounts and Reserves
(Dollars in Thousands)
Balance
Balance at Additions at
January 1, Charged December
to Deduct- 31,
Description 1996 Expense Other ions 1996
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts $ 919 $1,084 $ $ (961) $1,042
Reserve for uninsured risks 3,608 2,056 (1,169) 4,495
</TABLE>
<PAGE> 70
Exhitibt 23
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 18, 1997, included in this Crown American
Realty Trust 1996 Form 10-K, into Crown American Realty Trust's previously filed
Registration Statements on Form S-3 dated August 18, 1994 and Form S-3 dated
May 4, 1995.
Washington, D.C.
February 28, 1997
<PAGE> 71
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Clifford A. Barton, Trustee of Crown
American Realty Trust (the "Company") whose signature appears below constitutes
and appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign the Company's Annual Report on Form 10-K for the year ended December 31,
1996, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Date 2/19/97 /s/ Clifford A. Barton
(Name) Clifford A. Barton
Title: Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Donald F. Mazziotti, Trustee of Crown
American Realty Trust (the "Company") whose signature appears below constitutes
and appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for him and in his name, place and stead, in any and all
capacities, to sign the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Date 2/19/97 /s/ Donald F. Mazziotti
(Name) Donald F. Mazziotti
Title: Trustee
<PAGE>72
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Zachary L. Solomon, Trustee of Crown
American Realty Trust (the "Company") whose signature appears below constitutes
and appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign the Company's Annual Report on Form 10-K for the year ended December 31,
1996, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and per-
form each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his sub-
stitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Date 2/19/97 /s/ Zachary L. Solomon
(Name) Zachary L. Solomon
Title: Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Margaret T. Monaco, Trustee of Crown
American Realty Trust (the "Company") whose signature appears below constitutes
and appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, her true
and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for her and in her name, place and stead, in any and all capacities,
to sign the Company's Annual Report on Form 10-K for the year ended December 31,
1996, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes ass he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Date 2/19/97 /s/ Margaret t. Monaco
(Name) Margaret T. Monaco
Title: Trustee
<PAGE> 73
Exhibit 10.19
CROWN AMERICAN PROPERTIES, L.P.
SAVINGS RESTORATION PLAN
Effective January 1, 1997
TABLE OF CONTENTS
Page
ARTICLE I TITLE AND EFFECTIVE DATE 1
Section 1.01 Title 1
Section 1.02 Effective Date 1
Section 1.03 Application of this Plan 1
ARTICLE II DEFINITIONS 2
Section 2.01 Definitions 2
ARTICLE III ELIGIBILITY AND PARTICIPATION 5
Section 3.01 Eligibility 5
Section 3.02 Participation 5
ARTICLE IV DEFERRED COMPENSATION CREDITS 6
Section 4.01 Deferred Compensation 6
Section 4.02 Deferral Agreement 6
Section 4.03 No Deferral Without Agreement 6
Section 4.04 Duration of Deferral Agreement 6
Section 4.05 Change of Deferrals 6
Section 4.06 Exception 7
ARTICLE V RESTORATION ACCOUNT 8
Section 5.01 Restoration Account 8
Section 5.02 Earnings and Losses 8
Section 5.03 Deemed Investment Options 8
Section 5.04 Election of Deemed Investment Options 8
ARTICLE VI DISTRIBUTIONS 10
Section 6.01 Distribution of Restoration Account
to Participant 10
Section 6.02 Distribution of Restoration Account
to Beneficiary 10
Section 6.03 Vesting of Deferred Compensation 10
Section 6.04 Amount of Deferred Payment 11
Section 6.05 Loans 11
Section 6.06 Automatic Cashout 11
Section 6.07 Withholding for Taxes 11
<PAGE> 74
ARTICLE VII BENEFICIARY 12
Section 7.01 Beneficiary Designation 12
Section 7.02 Proper Beneficiary 12
Section 7.03 Minor or Incompetent Participant
or Beneficiary 12
ARTICLE VIII ADMINISTRATION OF THE PLAN 13
Section 8.01 Plan Administrator and Agents 13
Section 8.02 Rules, Regulations, and Plan
Interpretation 13
Section 8.03 Certificates and Reports 13
Section 8.04 Costs 13
ARTICLE IX CLAIMS PROCEDURE 14
Section 9.01 Written Claim 14
Section 9.02 Denied Claim 14
Section 9.03 Review Procedure 14
Section 9.04 Plan Administrator Review 14
Section 9.05 Claims Procedure Mandatory and Binding 15
ARTICLE X NATURE OF OBLIGATION 16
Section 10.01 Obligation 16
Section 10.02 Creditor Status 16
ARTICLE XI MISCELLANEOUS 17
Section 11.01 Written Notice 17
Section 11.02 Merger or Consolidation 17
Section 11.03 Amendment and Termination 17
Section 11.04 Non-alienation 17
Section 11.05 Construction 17
Section 11.06 Gender and Number 17
Section 11.07 No Employment Rights 17
Section 11.08 Illegal or Invalid Provision 18
<PAGE> 75
CROWN AMERICAN PROPERTIES, L.P.
SAVINGS RESTORATION PLAN
The purpose of the Crown American Properties, L.P. Savings Restoration Plan
(the "Plan") is to permit a select group of management or highly compensated
employees to defer current compensation which cannot be deferred under the
Crown American Properties, L.P. Retirement Savings Plan (the "401(k) Plan").
This Plan is primarily designed to provide compensation deferral opportunities
which are lost because of the following limitations imposed on the 401(k) Plan:
(1) The Code Section 402(g) limits which restrict the amount of Elective
Deferral Contributions under the 401(k) Plan (e.g., $9,500 for 1997).
(2) The Code Section 401(a)(17) limits which specify a maximum amount of
compensation that can be taken into account for purposes of determining
contributions under the 401(k) Plan (e.g., $160,000 for 1997).
(3) Limitations imposed by the non-discrimination requirements of Code Section
401(k) (the ADP test).
(4) The Code Section 415 limits which restrict the amount of Elective Deferral
Contributions and other Contributions which can be allocated to a
participant's account under the 401(k) Plan.
ARTICLE I
TITLE AND EFFECTIVE DATE
Section 1.01 - Title. This Plan shall be known as the Crown American
Properties, L.P. Savings Restoration Plan.
Section 1.02 - Effective Date. The original effective date of this Plan shall
be January 1, 1997.
Section 1.03 - Application of this Plan. The Plan set forth herein is
generally effective as of January 1, 1997 for participants selected by the Plan
Administrator to participate herein.
ARTICLE II
DEFINITIONS
Section 2.01 - Definitions. As used herein, the following words and phrases
shall have the meanings specified below unless a different meaning is clearly
required by the context:
(a) "Beneficiary" shall mean the person or persons, natural or legal,
designated in writing by the Participant in accordance with Article VII to
receive any benefits under the Plan which may become payable in the
event of the Participant's death, or if none is designated or surviving at
the time of the Participant's death, the Participant's beneficiary under
the 401(k) Plan.
<PAGE> 76
(b) "Board" shall mean the Board of Trustees of Crown American Realty
Trust, the sole general partner of Crown American Properties, L.P.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Code Limits" shall mean the limitation on Elective Deferral
Contributions for a Plan Year because of Code Sections 401(k),
401(a)(17), 402(g), or 415.
(e) "Compensation" shall mean the Participant's compensation from Crown
American Properties, L.P. which is used for purposes of determining a
Participant's contributions to the 401(k) Plan, as increased by Deferred
Compensation, and determined without regard to any maximum
limitations imposed under Code Section 401(a)(17).
(f) "Deferral Agreement" shall mean the written form provided by the Plan
Administrator or his delegate which the Participant files with the Plan
Administrator before the relevant Election Date to indicate the portion of
the Participant's Compensation to be deferred in accordance with the
terms of the Plan. No Deferral Agreement shall be effective until it is
received and acknowledged by the Plan Administrator or his delegate.
(g) "Deferred Compensation" shall mean the portion of a Participant's
Compensation for a Plan Year that has been deferred according to the
Participant's Deferral Agreement and the provisions of the Plan.
(h) "Election Date" shall mean the date by which a Participant must file a
valid Deferral Agreement with the Plan Administrator or his delegate in
order to defer future Compensation. The applicable Election Date for a
Plan Year is as follows: (1) 30 days after the employee is notified of his
status as an Executive pursuant to Section 3.01 if not an Executive on
the first day of the Plan Year, or (2) December 31 of the preceding Plan
Year if (1) above does not apply.
(i) "Elective Deferral Contributions" shall mean the Elective Deferral
Contributions made on behalf of an Executive under, and as defined in,
the 401(k) Plan.
(j) "Eligible Executive" shall mean an Executive who as of January 1 of a
Plan Year (or as of the later Election Date for a Plan Year in which an
employee becomes an Executive after January 1 of a Plan Year) is not
yet eligible to participate in the 401(k) Plan or has elected a percentage
of Elective Deferral Contributions which constitutes the Maximum
Elective Deferral Percentage.
(k) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.
(l) "Executive" shall mean any common law employee of Crown American
Properties, L.P. who is a Highly Compensated Employee. Each Executive
shall be notified by the Plan Administrator or his delegate in writing of
such classification.
(m) "401(k) Plan" shall mean the Crown American Properties, L.P.
Retirement Savings Plan.
<PAGE> 77
(n) "Highly Compensated Employee" shall mean an employee who is a
highly compensated employee within the meaning of Code Section
414(q); provided, however, that (i) the definition of comepnsation which
shall be used shall be the definition of "Compensation" which is set forth
in paragraph (e) above (i.e., prior to any deferrals under the Plan or the
401(k) Plan); and (ii) to the extent permitted under Code Section 414(q),
the Board in its discretion may condition classification as a Highly
Compensated Employee upon the employee's inclusion in the top twenty
percent (20%) of employees ranked on the basis of compensation.
(o) "Maximum Elective Deferral Amount" shall mean the maximum dollar
amount of Elective Deferral Contributions permitted to be credited to a
Participant's account under the 401(k) Plan for the Plan Year by a Code
Limit applicable to Elective Deferral Contributions or other applicable
law.
(p) "Maximum Elective Deferral Percentage" shall mean the maximum
percentage of Elective Deferral Contributions permitted to be made by a
highly compensated employee (as defined under Code Section 414(q))
under the 401(k) Plan for each pay period in a Plan Year (such maximum
percentage shall be established for a Plan Year prior to the first day of
such Plan Year).
(q) "Participant" shall mean an Executive or former Executive with a
Restoration Account.
(r) "Plan" shall mean the Crown American Properties, L.P. Savings
Restoration Plan, effective January 1, 1997, as set forth herein and as it
may be subsequently amended from time to time.
(s) "Plan Administrator" shall mean the Director of Human Resources of
Crown American Properties, L.P., who shall manage and administer the
Plan.
(t) "Plan Year" shall mean each calendar year beginning on or after
January 1, 1997.
(u) "Restoration Account" shall mean the bookkeeping account established
for a Participant on the books and records of Crown American
Properties, L.P. to reflect the amounts credited to the Participant and
adjustments thereto under the various provisions of the Plan. The use of
the term "Restoration Account" shall not under any circumstances mean
that a Participant or Beneficiary, or the Participant's estate, shall have
title to any specific assets of Crown American Properties, L.P.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
Section 3.01 - Eligibility. An employee who is classified as an Executive
shall receive written notice of the date as of which such classification is
effective and shall submit such information and execute such documents as may be
required by the Plan Administrator or his delegate for participation in the
Plan. An employee who ceases to be classified as an Executive shall be given
notice of that fact by the Plan Administrator or his delegate.
<PAGE> 78
Section 3.02 - Participation. An Eligible Executive shall be eligible to
become a Participant as of the first Election Date applicable to the Eligible
Executive, but Compensation may be deferred only if the requirements of Article
IV are satisfied. Participation shall continue until the Participant's
Restoration Account has been fully distributed or forfeited.
ARTICLE IV
DEFERRED COMPENSATION CREDITS
Section 4.01 - Deferred Compensation. Each Participant during such time as he
is an Eligible Executive may have Compensation for a pay period deferred as
provided in the Deferral Agreement, but not for any pay period during a Plan
Year following the effective date of the Participant's voluntary election under
the 401(k) Plan of a percentage of Elective Deferral Contributions which is
less than the Maximum Elective Deferral Percentage, unless the Maximum
Elective Deferral Amount for the Plan Year has previously been credited to
the Participant's account under the 401(k) Plan. The percentage of
Compensation to be deferred under the Plan shall be the percentage of
Compensation designated by the Participant (such percentage must be a whole
number), less the percentage of Compensation represented by the dollars of
Elective Deferral Contributions for such pay period.
Section 4.02 - Deferral Agreement. In order to defer Compensation pursuant to
Section 4.01, a Participant must submit a written Deferral Agreement to the
Plan Administrator or his delegate on or before the applicable Election Date.
Valid Deferral Agreements filed by the applicable Election Date as defined in
Section 2.01(h)(1) shall apply to Compensation earned after the Election Date.
Valid Deferral Agreements filed by the applicable Election Date as defined in
Section 2.01(h)(2) shall apply to Compensation earned on or after January 1 of
the Plan Year beginning after the Election Date. Notwithstanding anything to
the contrary herein, no Deferral Agreement shall be effective for a
Participant who has made a hardship withdrawal from the 401(k) Plan (a) for a
period of 12 months from the date of such hardship withdrawal, if the hardship
withdrawal has been made in reliance on Treasury Regulation 1.401(k)-1(d)(2)
(iv)(B) and the Deferred Compensation would constitute an employee elective
contribution or employee contribution under an employer plan within the meaning
of Treasury Regulation 1.401(k)-1(d)(2)(iv)(B)(4) or any successor
regulation, or (b) for such other period as required for suspension of Deferred
Compensation pursuant to the provisions of the 401(k) Plan.
Section 4.03 - No Deferral Without Agreement. A Participant who has not
submitted a valid Deferral Agreement to the Plan Administrator or his delegate
on or before the relevant Election Date may not defer any Compensation for the
applicable Plan Year under this Plan.
Section 4.04 - Duration of Deferral Agreement. Deferral Agreements remain in
effect until revoked or modified by the filing of a new Deferral Agreement in
accordance with Section 4.05, except that a Deferral Agreement shall become
void for a Plan Year with respect to which the Participant is not an Eligible
Executive.
Section 4.05 - Change of Deferrals. A new Deferral Agreement must be filed
by the Election Date as defined in Section 2.01(h)(2) if the Participant wishes
to increase or decrease (including to zero) the amount of Deferred Compensation.
Any Deferral Agreement which changes the amount of Deferred Compensation will
become effective with respect to Compensation earned on and after January 1 of
the Plan Year beginning after the Election Date, except that such Deferral
<PAGE> 79
Agreement shall be void if the Participant is not an Eligible Executive on
January 1 of such Plan Year.
Section 4.06 - Exception. Notwithstanding the foregoing, in no event shall
amounts corrected as a result of the application of the discrimination tests
under Code Section 401(k) (the ADP test) to the 401(k) Plan be treated as
Deferred Compensation under the Plan.
ARTICLE V
RESTORATION ACCOUNT
Section 5.01 - Restoration Account. The Plan Administrator shall cause a
Restoration Account to be established and maintained on the books of Crown
American Properties, L.P. for each Participant. Such account shall be credited
with the dollar amount of the Participant's Deferred Compensation as of the date
on which such amounts would have been credited to the Participant's account
under the 401(k) Plan if treated as Elective Deferral Contributions. Separate
sub-accounts within the Restoration Account may be maintained at the discretion
of the Plan Administrator.
Section 5.02 - Earnings and Losses. The amount in the Participant's
Restoration Account shall be adjusted each business day to reflect net earnings,
gains, or losses for such business day. The adjustment for earnings, gains, and
losses for each business day shall be equal to the total amount determined by
multiplying the rate earned (positive or negative) by each deemed investment
option available under Section 5.03 (taking into account earnings distributed
and appreciation (gains) or depreciation (losses) in the value of such options)
for each business day by the portion of the balance in the Participant's
Restoration Account which is deemed to be invested in such option pursuant
to Section 5.04.
Section 5.03 - Deemed Investment Options. The Plan Administrator shall
establish the deemed investment options which may be elected by Participants
pursuant to Section 5.04. The Plan Administrator may change such deemed
investment options from time to time; provided, however, that any such options
which are added shall be made available and communicated to all Participants on
a uniform basis.
Section 5.04 - Election of Deemed Investment Options.
(a) The Participant shall designate, in the manner established by the Plan
Administrator, the percentage, in one percent (1%) multiples (or such
other percentage as is permitted from time to time by the Plan
Administrator), of the Deferred Compensation that is to be deemed to be
invested in the available investment options under Section 5.03. Said
designation shall remain in effect and apply to all subsequent Deferred
Compensation until changed as provided below.
(b) A Participant may elect to change, as of any business day, the deemed
investment election under paragraph (a) above with respect to future
Deferred Compensation among one or more of the options then available
by giving notice in the manner established by the Plan Administrator.
Such change shall be effective for any amounts thereafter credited to
the Participant's Restoration Account, until another change is made in
accordance with this paragraph (b).
<PAGE> 80
(c) A Participant may elect to reallocate the then-current balance of the
Restoration Account, subject to any limitations imposed by the Plan
Administrator or his delegate, as of any business day, in one percent
(1%) multiples (or such other percentage as permitted from time to time
by the Plan Administrator) among the deemed investment options then
available. A Participant may make such an election by giving notice in
the manner established by the Plan Administrator.
(d) The election among the deemed investment options provided above shall
be the sole responsibility of each Participant. Crown American
Properties, L.P., Executives, and the Plan Administrator are not
authorized to make any recommendation to any Participant with respect
to such election. Each Participant assumes all risk in connection with
any election of deemed investment options and the adjustment to the
value of his Restoration Account as the result of changes to the value of
such options. Neither the Plan Administrator nor Crown American
Properties, L.P. in any way guarantees against loss or depreciation with
respect to a Restoration Account.
(e) All payments from the Plan shall be recorded as having been made
proportionately from each available investment option in which the
Participant's Restoration Account (or of the applicable subaccount) is
deemed to be invested.
ARTICLE VI
DISTRIBUTIONS
Section 6.01 - Distribution of Restoration Account to Participant.
(a) Distribution of the balance of a Participant's Restoration Account for a
Plan Year, determined pursuant to Sections 6.03 and 6.04, shall be
made in a lump sum; provided, however, that payment may be made in
annual installments for a period of three (3) years or five (5) years, if the
Deferral Agreement so provides. The first payment to the Participant
under the Plan shall commence at the same time that payment is made
to the Participant from the 401(k) Plan following the Participant's
termination of employment with Crown American Properties, L.P. and all
affiliates. For this purpose, termination of employment includes
voluntary or involuntary termination of employment for any reason other
than death, including disability, and shall be the date reflected on the
records of Crown American Properties, L.P. or an affiliate as of the
Participant's termination date.
(b) Not later than the last day of the Plan Year which is two (2) years prior
to the year in which the distribution is to be made or is to begin, an
Executive may change the payment form which he has previously
elected (e.g., to change the form of payment with respect to an amount
to be paid in 1999, the Participant can make an election up to
December 31, 1997). The form of payment cannot be changed after
installment payments have begun.
Section 6.02 - Distribution of Restoration Account to Beneficiary.
(a) In the event of the Participant's death prior to commencement of
installment or lump sum payments due under the Plan, the first
installment or lump sum payment to the Beneficiary shall be made on the
<PAGE> 81
first day of the month which is at least ninety (90) days after the date of
the Participant's death and shall be paid in the same form of payment as
would have been applicable to the Participant had the Participant
survived.
(b) In the event of the Participant's death after commencement of
installment payments to the Participant but prior to full payment of the
installments due, the remaining installments due under the Plan in
respect of the Participant shall continue to the Beneficiary on the same
basis as they would have been paid to the Participant. The first
payment to the Beneficiary shall be made on the later of the date
payment would otherwise be made or the last day of the second month
following the month in which the Participant's death occurs and shall
include all payments due to the Beneficiary following death and prior to
the first payment.
Section 6.03 - Vesting of Deferred Compensation. Subject to Section 10.02,
the Participant shall at all times be fully vested and have a nonforfeitable
interest in his Restoration Account.
Section 6.04 - Amount of Deferred Payment. If a lump sum payment is elected
for distribution of a Participant's Restoration Account, such payment shall be
based on the value of the Participant's Restoration Account on the last business
day prior to the date the lump sum payment is to be made. If annual
installments are elected as the payment method, the amount of the first
installment shall be calculated by dividing the lump sum value of the
Participant's Restoration Account, as determined above, by the number of
installments to be paid. Each later installment shall be determined on the same
basis as the first installment except that the value shall be divided by the
number of installments remaining to be paid. Amounts held pending distribution
from the Plan shall continue to be credited with earnings, gains, or losses
pursuant to Section 5.02.
Section 6.05 - Loans. No loans to Participants of amounts credited to a
Participant's Restoration Account shall be permitted.
Section 6.06 - Automatic Cashout. The Plan is intended to constitute an
unfunded plan for tax purposes and for purposes of Title I of ERISA and is
intended to be maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of
Crown American Properties, L.P. and to qualify for the exclusions from Title
I of ERISA which are provided for in Sections 201(2), 301(a)(3), and 401(a)
(1) of ERISA. Notwithstanding any provision in this Plan to the contrary, in
the event that the Department of Labor, or any other regulatory body, issues
final regulations which provide, or a court issues a final determination, that
the Plan does not qualify for any of such exclusions under the Code or ERISA,
the Plan Administrator or the Board may revoke the approval of all or some
employees as Executives for the current or future Plan Years, and the Plan
Administrator or the Board may take such other action as he or it determines to
be appropriate in order for the Plan to qualify for such exclusions. In
addition, Participants who are determined not to be Executives because of
this Section 6.06 shall have the balance in their Restoration Account
distributed in a single lump sum as soon as practicable after it is
determined that they are no longer Executives, and such Participants'
Deferral Agreements shall be void and of no further effect. Crown American
Properties, L.P., the Plan Administrator, and the Board shall have no
liability to any Participant who receives a distribution from the Plan or
whose participation is otherwise affected by reason of this Section 6.06.
<PAGE> 82
Section 6.07 - Withholding for Taxes. All Deferred Compensation shall be
subject to Federal income, FICA, and other tax withholding as required by
applicable law. At the time that tax withholding is required, if an amount is
payable under the Plan to the Participant the amount of the required tax
withholding shall be withheld from and reduce such payment. If, however, an
amount is not then payable or the amount payable under the Plan to the
Participant is less than the required withholding, the Participant shall pay,
by check or money order payable to Crown American Properties, L.P., not later
than the date such withholding is required, the amount of the required tax
withholding or, at the sole election of Crown American Properties, L.P., the
amount of required tax withholding shall be withheld from other compensation
or amounts payable to the Participant. The Participant shall hold Crown
American Properties, L.P. harmless from any liability for acting to satisfy
the withholding obligation in this manner.
ARTICLE VII
BENEFICIARY
Section 7.01 - Beneficiary Designation. A Participant may file with the Plan
Administrator or his delegate a completed Designation of Beneficiary Form
provided by the Plan Administrator or his delegate. Such designation may be
made, revoked, or changed by the Participant at any time before death or
receipt of the balance of the Restoration Account, but such designation will
not be effective and will not supersede all prior designations until it is
received and acknowledged by the Plan Administrator or his delegate.
Section 7.02 - Proper Beneficiary. If the Plan Administrator has any doubt as
to the proper Beneficiary to receive payments hereunder, the Plan
Administrator shall have the right to withhold such payments until the matter
is finally adjudicated. However, any payment made in good faith shall fully
discharge the Plan Administrator, Crown American Properties, L.P., the Plan,
and the Board from all further obligations with respect to that payment.
Section 7.03 - Minor or Incompetent Participant or Beneficiary. If the Plan
Administrator determines that any Participant or Beneficiary entitled to a
payment under the Plan is a minor or incompetent by reason of physical or
mental disability, he may in his sole discretion cause any payment thereafter
becoming due to such person to be made to any other person for his benefit,
without responsibility to follow application of amounts so paid. Payments
made pursuant to this provision shall completely discharge Crown American
Properties, L.P., the Plan, the Plan Administrator, and the Board.
ARTICLE VIII
ADMINISTRATION OF THE PLAN
Section 8.01 - Plan Administrator and Agents. Full power and authority to
administer the Plan shall be vested in the Plan Administrator. The Plan
Administrator may also employ such agents as he deems appropriate to assist him
with the administration of the Plan.
Section 8.02 - Rules, Regulations, and Plan Interpretation. The Plan
Administrator shall, from time to time, establish rules, forms, and procedures
<PAGE> 83
of general application for the administration of the Plan. The Plan
Administrator shall have the full power and authority to construe and
interpret the Plan, make all determinations of Deferred Compensation under
the Plan, and determine all facts and other issues relating to claims and
appeals under the Plan. Any determination or action of the Plan Administrator
or the Board and the records of the Plan Administrator shall be final,
conclusive, and binding on all Participants and Beneficiaries, and their
beneficiaries, heirs, personal representatives, executors, and
administrators, and upon Crown American Properties, L.P. and all other
persons having or claiming to have any right or interest in or under the Plan.
No Participant shall participate in any decision of the Board or the Plan
Administrator which directly or indirectly affects the Participant's Deferred
Compensation or Restoration Account.
Section 8.03 - Certificates and Reports. The Plan Administrator and the
officers and directors of Crown American Properties, L.P. shall be entitled to
rely on all certificates and reports made by any accountants, and on all
opinions given by legal counsel.
Section 8.04 - Costs. The costs and expenses involved in the administration of
the Plan shall be borne by Crown American Properties, L.P.
ARTICLE IX
CLAIMS PROCEDURE
Section 9.01 - Written Claim. The value of a Participant's Restoration Account
shall be paid in accordance with the provisions of the Plan. In the event of
a claim by a Participant or a Participant's Beneficiary for or in respect of
any benefit under the Plan or the method of payment thereof, such Participant
or Beneficiary shall present the reason for his claim in writing to the Plan
Administrator, addressed to the principal place of business of Crown American
Properties, L.P. or such other person or entity designated by the Plan
Administrator.
Section 9.02 - Denied Claim. The Plan Administrator shall, within ninety (90)
days after the receipt of such written claim, send written notification to the
Participant or Beneficiary as to the claim's disposition, unless special
circumstances require an extension of time for processing the claim. If such
an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial ninety (90) day period. In no event shall such extension exceed a
period of ninety (90) days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Plan Administrator expects to
render the final decision. In the event the claim is wholly or partially
denied, the written notification shall (i) state the specific reason or reasons
for the denial, (ii) include specific references to pertinent Plan provisions
on which the denial is based, (iii) provide an explanation of any additional
material or information necessary for the Participant or Beneficiary to
perfect the claim and a statement of why such material or information is
necessary, and (iv) set forth the procedure by which the Participant or
Beneficiary may appeal the denial of the claim. If the claim has not been
granted and notice is not furnished within the time period specified in the
preceding paragraph, the claim shall be deemed to be denied for the purpose
of proceeding to appeal in accordance with Section 9.03.
<PAGE> 84
Section 9.03 - Review Procedure. In the event a Participant or Beneficiary
wishes to appeal the denial of his claim, he may request a review of such denial
by making written application to the Plan Administrator, addressed to the
principal place of business of Crown American Properties, L.P., or such other
person or entity designated by the Plan Administrator, within sixty (60) days
after receipt of the written notice of denial (or the date on which such
claim is deemed denied if written notice is not received within the
applicable time period specified in Section 9.02). Such Participant or
Beneficiary (or his duly authorized representative) may, upon written request
to the Plan Administrator, review documents which are pertinent to such
claim, and submit in writing issues and comments in support of his position.
Section 9.04 - Plan Administrator Review. Within sixty (60) days after receipt
of the written appeal (unless an extension of time is necessary due to special
circumstances or is agreed to by the parties, but in no event more than one
hundred and twenty (120) days after such receipt), the Plan Administrator shall
notify the Participant or Beneficiary of his final decision. Such final
decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant,
and specific references to the pertinent Plan provisions on which the decision
is based. If an extension of time for review is required because of special
circumstances, written notice of the extension shall be furnished to the
claimant prior to the commencement of the extension. If the claim has not
been granted and written notice is not provided within the time period
specified above, the appeal shall be deemed to be denied.
Section 9.05 - Claims Procedure Mandatory and Binding. If a Participant or
Beneficiary does not follow the procedures set forth above, he shall be deemed
to have waived his right to appeal benefit determinations under the Plan. In
addition, the decisions, actions, and records of the Plan Administrator shall be
conclusive and binding upon Crown American Properties, L.P. and all persons
having or claiming to have any right or interest in or under the Plan.
ARTICLE X
NATURE OF OBLIGATION
Section 10.01 - Obligation. The Plan constitutes only a promise by Crown
American Properties, L.P. to make benefit payments in the future, and its
obligations under the Plan shall be unfunded and unsecured promises to pay.
Crown American Properties, L.P. shall not be obligated under any circumstance to
fund its financial obligations under the Plan. It may, in its discretion, set
aside funds in a trust or other vehicle, subject to the claims of its creditors,
in order to assist it in meeting its obligations under the Plan, if such
arrangement will not cause the Plan to be considered a funded deferred
compensation plan under ERISA or the Code.
Section 10.02 - Creditor Status. Crown American Properties, L.P. and the Plan
do not give the Participant any beneficial ownership interest in any asset of
Crown American Properties, L.P. The Participants and their Beneficiaries
shall have the status of, and their rights to receive payment from a Restoration
Account shall be no greater than the rights of, general unsecured creditors of
Crown American Properties, L.P.
<PAGE> 85
ARTICLE XI
MISCELLANEOUS
Section 11.01 - Written Notice. Any notice to the Plan Administrator which
shall be or may be given under the Plan and Deferral Agreements shall be in
writing and delivered to the Plan Administrator or his delegate. Notice to a
Participant shall be addressed to the address shown on such Participant's
Deferral Agreement. Any party may, from time to time, change the address to
which notices shall be mailed by giving written notice of such new address to
the other party.
Section 11.02 - Merger or Consolidation. All obligations for amounts vested
but not yet paid under the Plan shall survive any merger, consolidation, or sale
of substantially all of the Crown American Properties, L.P. assets to any
entity, and be the liability of the successor to the merger or consolidation
or the purchaser of assets, unless otherwise agreed by the parties thereto.
Section 11.03 - Amendment and Termination. The Board, in its sole discretion,
may amend, modify, or terminate the Plan at any time and from time to time,
provided that no such amendment, modification, or termination shall reduce the
Participant's or Beneficiary's vested interest in the Restoration Account as of
the day before any such amendment, modification, or termination, unless
consented to by the affected Participant or by the Beneficiary if the
Participant is deceased.
Section 11.04 - Non-alienation. Except as may be required by law, neither the
Participant nor any Beneficiary shall have the right to, directly or indirectly,
alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of
death) any amount that is or may be payable hereunder, including in respect of
any liability of a Participant or Beneficiary for alimony or other payments for
the support of a spouse, former spouse, child, or other dependent, prior to
actually being received by the Participant or Beneficiary hereunder, nor
shall the Participant's or Beneficiary's rights to benefit payments under the
Plan be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Participant or Beneficiary or to the debts, contracts, liabilities, engagements,
or torts of any Participant or Beneficiary, or transfer by operation of law
in the event of bankruptcy or insolvency of the Participant or any
Beneficiary, or any legal process.
Section 11.05 - Construction. The provisions of the Plan shall be construed,
administered, and governed by the laws of the Commonwealth of Pennsylvania,
including its statute of limitations provisions, to the extent not preempted
by ERISA or other applicable Federal law. Titles of Articles and Sections of
the Plan are for convenience of reference only and are not to be taken into
account when construing and interpreting the provisions of the Plan.
Section 11.06 - Gender and Number. The masculine pronoun whenever used in
the Plan shall include the feminine and vice versa. The singular shall include
the plural and the plural shall include the singular whenever used herein unless
the context requires otherwise.
Section 11.07 - No Employment Rights. Neither the adoption of the Plan nor
any provision of the Plan shall be construed as a contract of employment between
Crown American Properties, L.P. and any Executive or Participant, or as a
guarantee or right of any Executive or Participant to future or continued
employment with Crown American Properties, L.P., or as a limitation on the
right of Crown American Properties, L.P. to discharge any of its employees
<PAGE> 86
with or without cause. Specifically, classification as an Executive or a
Participant does not create any rights, and no rights are created under the
Plan, with respect to continued or future employment or conditions of
employment.
Section 11.08 - Illegal or Invalid Provision. In case any provision of the
Plan shall be held illegal or invalid for any reason, such illegal or invalid
provision shall not affect the remaining parts of the Plan, but the Plan shall
be construed and enforced without regard to such illegal or invalid provision.
IN WITNESS WHEREOF, Crown American Properties, L.P. has caused this Plan
to be executed and attested to this ______ day of December, 1996.
CROWN AMERICAN PROPERTIES, L.P.
by Its Sole General Partner
ATTEST: CROWN AMERICAN REALTY TRUST
___________________________ By_____________________________
Secretary
Title__________________________
[Seal]
<PAGE> 87
Exhibit 99(a)
NEWS FROM:
C R O W N A M E R I C A N R E A L T Y T R U S T
CONTACT: Media: Christine Menna 814-536-9520
Investors: Frank Pasquerilla 814-535-9347
Mark Pasquerilla 814-535-9364
Internet: http://www.crownam.com
IMMEDIATE RELEASE: Thursday, February 20, 1997
CROWN AMERICAN REALTY TRUST
ANNOUNCES FOURTH QUARTER RESULTS AND 1996 RESULTS;
DECLARES QUARTERLY DIVIDEND
Johnstown, Pa. - Crown American Realty Trust (NYSE:CWN), a real estate
investment trust, today announced financial results and operating information
for the fourth quarter and for the twelve months ended December 31, 1996.
The Board of Trustees also declared a regular fourth quarter dividend.
"In 1996 the revolution in specialty retailing presented a major challenge which
we were able to work through and still exceed consensus FFO estimates. We
continue to lay the foundation which will lead to future long-term growth of
our portfolio," said Crown American President, Mark E. Pasquerilla. "In
1996, several significant, encouraging trends occurred in our shopping malls:
Average base rents for mall shop tenants increased for the 13th consecutive
quarter, rising 5 percent to $15.85 per square foot at year end. Comparable mall
shop sales showed significant growth in 1996, ending the year at $217 per
square foot, up over 5 percent from $206 per square foot in 1995. This is
considerably higher than the 2.9 percent increase reported by the International
Council of Shopping Centers earlier this month. Another positive trend is
that tenant occupancy cost as a percentage of their sales was 10.6 percent, the
lowest level since our IPO in 1993 which is a positive indicator of the
affordability of our malls for specialty retailers. Mall shop tenant allowances
per square foot on leases signed in 1996 declined by 13 percent to $12.73
compared to 1995 and are 28 percent lower than 1994.
"While there were positive operating trends in the portfolio, the consolidation
and rationalization in mall specialty retailing hampered our growth in 1996,
with higher than expected mall shop closings and a slowing of new lease
signings, both of which contributed to the drop in occupancy in 1996. We expect
this occupancy trend to reverse by year end 1997 as the weak tenant fallout
appears to be largely behind us, and based on encouraging leasing activity
during the last six months. Accordingly, we expect 1997 year end mall shop
occupancy to improve to approximately 78 to 80 percent, although occupancy may
drop below 76 percent in the first two quarters, historically our lowest
quarters of mall shop occupancy.
Financial Information - Fourth Quarter
For the quarter ended December 31, 1996, the Company's 74.5 percentage share of
total Funds from Operations ("FFO") was $10.3 million, or $0.37 per share,
compared to $10.6 million, or $0.39 per share, in the same quarter of 1995.
Higher seasonal leasing income, higher average rental rates, and higher lease
buyout income in the current quarter were offset by higher interest costs, lower
<PAGE> 88
gain on land sales, lower business interruption insurance income, and lower mall
shop occupancy compared to 1995. The mall shop occupancy decline was concen-
trated among poorer performing tenants with low sales productivity. Fourth
quarter 1996 FFO was $2.1 million higher, or $0.07 per share, than the
immediately preceding quarter ended September 30, 1996. The increase in FFO in
the fourth quarter compared to the third quarter relates mostly to the seasonal
impact of temporary and seasonal leasing and of percentage rents.
Total revenues for the fourth quarter of 1996 increased by $1.0 million to
$37.8 million compared with 1995. Net income for the fourth quarter of 1996 was
$2.4 million, or $0.09 per share, compared to $1.9 million, or $0.07 per share,
in the fourth quarter of 1995.
Financial Information - Twelve Months
The Company's percentage share of total FFO for the year ended December 31, 1996
was $36.1 million, or $1.31 per share, compared to $37.4 million, or $1.37 per
share, in 1995. Higher seasonal leasing income, higher average rental rates,
lower property and general administrative costs, and higher lease buyout
income in 1996 were offset by higher interest costs, lower straight line rental
income, lower business interruption insurance income, and the decline in mall
shop occupancy that occurred during 1996.
Total revenues for 1996 were $134.0 million, or $1.7 million higher than 1995.
For the full year 1996, net income was $5.8 million, or $0.21 per share,
compared to a net loss of $12.0 million, or $0.43 per share, for 1995. The
loss in 1995 related to the $35 million adjustment in the carrying value of
certain assets offset by $11.2 million in extraordinary gain from fire insurance
on property damage.
Operating Information
During the fourth quarter of 1996, leases for 91,000 square feet of mall shops
were signed resulting in $1.8 million in annual base rental income. A total of
57 leases were signed, which included 30 renewals and 27 new leases. The
average rent for leases signed was $20.16 per square foot, including $33.01 for
new leases and $15.65 for renewals.
For all of 1996, leases for 423,000 square feet of mall shops were signed for
$8.5 million in annual base rental income. A total of 247 leases were signed,
including 104 renewals and 143 new leases. Average rent per square foot for
1996 was $20.14, which includes $21.62 per square foot for new space and
$18.10 per square foot for renewals. This is a 12.1 percent increase over
$17.96 per square foot, the average for leases signed in 1995.
The average base rent of the portfolio as of December 31, 1996 was $15.85 per
square foot. This is a 5 percent increase from $15.10 per square foot as of
December 31, 1995, and the 13th consecutive quarter that average base rent has
increased.
Overall, mall shop occupancy was 76 percent as of December 31, 1996, a one
percent drop from 77 percent as of September 30, 1996. This compares to 82
percent as of December 31, 1995. The tenants that closed in 1996 (439,000
square feet) were predominately the poorer performers, averaging slightly
less than half of the portfolio's average sales per foot, and were concentrated
in the popular-priced women's apparel category, thus reducing the portfolio's
over-reliance on this weak retail segment.
<PAGE> 89
Comparable mall shop sales for the full year 1996 were $217 per square
foot, a 5.3 percent increase over the $206 per square foot reported for 1995.
The six malls where a new May Company department store opened in 1995 averaged a
six percent sales increase. The growth trend in tenant sales was increasing, as
fourth quarter mall shop tenant sales were 6.4 percent higher than the same
period in 1995. Comparable anchor sales per square foot reported in 1996
were $169 per square foot, up 5.7 percent from 1995.
Occupancy costs, that is, base rent, percentage rent and expense recoveries as
a percentage of mall shop sales at all properties, were 10.6 percent as of
December 31, 1996, as compared to 11.1 percent as of December 31, 1995. This
is the lowest level since the Company's August 1993 IPO and is a positive
indicator of the affordability of Crown malls for specialty retailers.
Seasonal and temporary leasing income for 1996 amounted to $8.4 million, a 23
percent increase over the $6.8 million recorded for 1995.
Dividend Information
For the quarter ended December 31, 1996, the Board of Trustees declared a
regular quarterly dividend of $.20 per share. The dividend is payable March 18,
1997 to shareholders of record on March 3, 1997.
Pasquerilla continued, "Despite the drop in occupancy in 1996, we were able to
grow our "core" revenues (base rent, percentage rent, cost recovery income,
seasonal & temporary leasing, and net utility income) by over 2 percent, largely
from the 5 percent higher average base rents in the portfolio and through
another record year in seasonal leasing income, up 23 percent to $8.4 million in
1996. We expect these trends to continue in 1997, which coupled with the
expected rise in occupancy by year end, should result in continued growth in
core revenues for 1997. However, total revenues for 1997 should be
relatively flat with 1996 as this growth in core revenues is expected to be
offset by a reduction in lease buyout income from 1996's unusually high level.
"Thus, for the full year 1997, we expect total revenues and earnings before
interest, depreciation and amortization ("EBITDA") to be relatively flat
compared to 1996. However, we expect FFO to be approximately 5 percent lower
primarily due to higher interest costs and lower gain on outparcel land
sales. Interest expense in 1997 will increase as the full amount of the Logan
Valley construction loan is drawn coupled with a decrease in Logan Valley
capitalized construction interest as the third and final phase of that
project is placed into service. Gain on sales of out-parcel land in 1997 is
expected to be approximately 40 percent lower than the high level achieved in
1996. Virtually all of the decline in FFO in 1997 is expected to occur in
the first half. This is due mainly to the timing of expected land sales in
1997 compared to 1996, when land sales were heavily concentrated in the first
half, and in part to the normal concentration of tenant openings in the second
half, including the Logan Valley expansion. Because the interest expense and
land sale trends are not expected to impact 1998 as they are in 1997, we remain
optimistic concerning our FFO growth prospects for 1998 and beyond."
"We continue to be on track with our capital improvement and financing program
announced in mid-1995. From July 1, 1995 to date, we have incurred approx-
imately $79 million of our $120 million spending plan covering the 21/2 years
ending December 31, 1997. Most of the amount incurred to date relates to the
Logan Valley Mall reconstruction. During 1996 we completed two refinancings,
achieving lower interest rates in both cases, and we extended to 1998 and 1999
two loans that were scheduled to mature in 1997 totaling $42.9 million. Over
88 percent of the debt coming due in 1997 matures in December. In addition,
<PAGE> 90
a $10 million unsecured line of credit at prime plus 1 5/8 percent was recently
executed between the Company and Crown Financing Company, which is a company
owned by the Pasquerilla family. No amounts are currently outstanding under
this line which is intended to provide the Company with additional financing
flexibility to handle capital investment opportunities.
Pasquerilla concluded, "We are transforming the portfolio through adding finan-
cially stronger and more productive specialty retailers and through continuing
enhancements of our anchor store base. The fundamental operating trends in
the portfolio are strong and improving. Increasing mall shop occupancy
remains our greatest opportunity for internal earnings growth and therefore is
our primary operational focus. Our goal is to obtain stronger tenants who we
believe can thrive and grow into the next decade, thus substantially improv-
ing the inherent value of our properties' income stream which will, in turn,
increase the underlying value of the properties and ultimately increase share-
holder value."
Certain preceding quotations contain forward looking statements that involve
risk and uncertainties, including overall economic conditions, the impact of
competition, consumer buying trends, weather patterns, and other factors.
Crown American Realty Trust is the managing general partner and 74.5 percent
owner of Crown American Properties, L.P. (the "Operating Partnership") and a
general partner of Crown American Financing Partnership, which owns, acquires,
operates and develops regional shopping malls. Currently, Crown American owns
and operates 25 regional shopping malls in Pennsylvania, Maryland, Virginia,
West Virginia, New Jersey, Tennessee and Georgia.
Selected financial data follows for Crown American Realty Trust for the three
and twelve month periods ended December 31, 1996. A copy of the Company's
Supplemental Financial and Operational Inormation Package is available by
calling Investor Relations at 1-800-860-2011.
<PAGE> 91
<TABLE>
<CAPTION>
Exhibit 99(b)
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
FOURTH QUARTER and FULL YEAR 1996 - OTHER FINANCIAL AND OPERATING DATA
(unaudited)
FINANCIAL AND ANALYTICAL DATA:
Fourth Quarter Twelve Months
Incr (Decr) in Total FFO - 1996
compared to 1995: $000 $ per $000 $ per
share share
<S> <C> <C> <C> <C>
Seasonal and temporary leasing income $ 765 $ 0.021 $ 1,560 $ 0.042
Lease buyout income 817 0.022 1,594 0.043
Property and general adminstrative
expenses 314 0.009 427 0.012
Cash flow support agreement 23 0.001 298 0.008
Additional month of operations from
two malls purchased in early 1995,
net of interest 252 0.007
Interest expense (703) (0.019) (2,006) (0.054)
Gain on sale of outparcel land (388) (0.011) (67) (0.002)
Business interruption insurance from
Logan Valley fire (548) (0.015) (1,040) (0.028)
Base and percentage rents from anchors
and mall shops (mainly higher rental
rates offset by lower occupancy) (670) (0.018) (625) (0.017)
Straight line rental income (150) (0.004) (1,478) (0.040)
Miscellaneous income & other; rounding
to whole cents; and effect of
additional outstanding shares and
units 195 (0.006) (613) (0.031)
Change in Total FFO for the period (345) (0.020) (1,698) (0.060)
<PAGE> 92
Three Months
Ended Year Ended
December 31, December 31,
1996 1995 1996 1995
Funds from Operations ($000 except per
share data):
Net Income (loss) $ 2,363 $ 1,934 $ 5,807 $(11,961)
Adjustments:
Minority Interest in Operating
Partnership 806 666 1,979 (4,205)
Depreciation and amortization -
real estate 9,420 9,603 36,678 36,417
Operating covenant amortization 657 646 2,630 2,685
Cash flow support guarantee 680 657 2,889 2,591
Extraordinary gain on fire insurance (11,244)
Extraordinary loss on early
extinguishment of debt 765 718 765
Gain on asset sales (2,351)
Adjustment to carrying value of
assets 35,000
Funds from Operations - - Total $13,926 $14,271 $48,350 $ 50,048
Funds from Operations - - Company's
percentage share $10,338 $10,619 $36,063 $ 37,395
FFO per share $ 0.37 $ 0.39 $ 1.31 $ 1.37
Average Shares Outstanding during
the period (000) 27,576 27,438 27,515 27,372
Shares Outstanding at period end (000) 27,613 27,450 27,613 27,450
Average Operating Units Outstanding
during the period (000) 37,020 36,892 36,956 36,668
Operating Units Outstanding at period
end (000) 37,052 36,978 37,052 36,978
Components of Minimum Rent:
Anchor - contractual or base rents $ 5,603 $ 5,687 $22,624 $ 22,238
Mall shops - contractual or base rents 14,830 15,455 59,885 60,182
Straight line rental income (7) 143 (457) 1,021
Ground lease - contractual or base
rents 385 387 1,540 1,526
Lease buyout income 967 150 2,479 885
Operating covenant amortization (657) (646) (2,630) (2,685)
Total Minimum Rent $21,121 $21,176 $83,441 $ 83,167
Components of Percentage Rent:
Anchors $ 1,483 $ 1,535 $ 3,763 $ 3,992
Mall shops and ground leases 1,126 1,033 2,726 2,544
Total Percentage Rent $ 2,609 $ 2,568 $ 6,489 $ 6,536
</TABLE>
<PAGE> 93
<TABLE>
<CAPTION>
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
FOURTH QUARTER and FULL YEAR 1996 - OTHER FINANCIAL AND OPERATING DATA
(unaudited)
Three Months Ended Year Ended
December 31, December 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
EBITDA: Earnings before interest, taxes
and all depreciation and
amortization (includes gain on
sale of outparcel land, but
excludes extraordinary items and
gain on other asset sales) $ 25,253 $ 25,007 $ 91,51 $ 91,269
Debt and Interest ($000):
Fixed rate debt at period end $395,771 $401,686 $395,771 $401,686
Variable rate debt at period end 173,014 139,396 173,014 139,396
Total debt at period end 568,785 541,082 568,785 541,082
Weighted avg. interest rate on fixed
rate debt for the period 7.8% 7.8% 7.9% 7.8%
Weighted avg. interest rate on variable
rate debt for the period 7.7% 8.5% 7.9% 8.5%
Total interest expense for period $ 11,838 $ 11,135 $ 45,337 $ 42,923
Amort. of deferred debt cost for period
(incl. in interest exp) 774 806 3,857 3,616
Capitalized interest costs during period 671 448 2,943 2,580
Capital Expenditures Incurred ($000):
Allowances for anchors tenants $ 1,719 $ 4,218 $ 5,162 $ 4,883
Allowances for mall shop tenants 1,320 3,734 7,326 10,521
Leasing costs and commissions 691 1,363 2,160 2,410
Expansions, major renovations, and
other mall expenditures 6,241 7,271 36,834 29,181
Acquired properties 53,900
All other capital expenditures
(included in Other Assets) 631 487 1,766 2,241
Total Capital Expenditures during
the period $ 10,602 $ 17,073 $ 53,248 $103,136
OPERATING DATA:
Mall shop GLA at period end
(000 sq. ft.) 5,355 5,221
Occupancy percentage at period end 76% 82%
Comparable Store Mall Shop sales -
12 months ($ per sq. ft.) $ 216.90 $ 206
Comparable Anchor Store sales -
12 months ($ per sq. ft.) $ 169.10 $ 160
<PAGE> 94
Three Months Ended Year Ended
December 31, December 31,
1996 1995 1996 1995
Total sales of owned anchors
($ millions) $ 1,112 $ 962
Total sales of mall shops ($ millions) $ 719 $ 715
Mall shop occupancy cost percentage at
period end 10.6% 11.1%
Average mall shop base rent at period
end (per sq. ft.) $ 15.85 $ 15.10
Mall shop leasing for the period:
New leases - sq. feet (000) 24 83 $ 244 $ 326
New leases - $ per sq. ft. $ 33.01 $ 15.29 $ 21.62 $ 18.01
Number of new leases signed. 27 37 143 165
Renewal leases - sq. feet (000) 67 20 179 172
Renewal leases - $ per sq. ft. $ 15.65 $ 20.85 $ 18.10 $ 17.87
Number of renewal leases signed. 30 13 104 102
Tenant Allowances for leases signed
during the period:
First Generation Space -
per sq. ft. $ 9.04 $ 43.79 $ 30.82 $ 39.75
Second Generation Space -
per sq. ft. $ 2.32 $ 19.37 $ 9.14 $ 10.93
Leases Signed during the period by:
First Generation Space -
sq. feet (000) 5 14 70 64
Second Generation Space -
sq. feet (000) 86 89 353 434
</TABLE>
<PAGE> 95
<TABLE>
<CAPTION>
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
TOP 25 REVENUE-GENERATING TENANTS
LISTED IN ORDER OF SQUARE FEET OCCUPIED
FOR YEAR ENDED DECEMBER 31, 1996
PERCENT OF NUMBER TOTAL
TOTAL OF STORES SQ FT
TENANT NOTES REVENUES DURING 1996 OCCUPIED
<S> <C> <C> <C> <C>
SEARS, ROEBUCK AND CO. 6.6% 19 1,920,461
J C PENNEY INC. (1) 4.1% 24 1,493,296
THE BON-TON (2) 4.0% 14 1,072,905
MAY DEPARTMENT STORES CO. (3) 1.2% 8 991,380
VALUE CITY DEPARTMENT STORES 1.5% 6 441,665
THE LIMITED STORES INC. (4) 4.5% 47 357,549
PROFFITTS, INC. 0.9% 5 318,989
WAL-MART STORES 1.3% 3 302,204
K-MART CORPORATION 1.3% 3 259,517
LEGGETT DEPARTMENT STORES (5) 0.7% 3 249,255
F.W. WOOLWORTH (6) 3.7% 75 240,616
CHARMING SHOPS (7) 1.6% 20 185,375
DEB SHOPS, INC. 1.1% 15 91,447
SHOE SHOW OF ROCKY MT. INC. 1.2% 20 82,904
HALLMARK-OWNED STORES 1.5% 25 82,264
THE WALL MUSIC INC. (9) 1.4% 20 76,993
WALDEN BOOK CO., INC. 1.6% 20 67,366
MAURICES (13) 1.0% 13 64,901
CONSOLIDATED STORES (8) 1.1% 20 64,422
PAYLESS SHOESOURCE INC. 1.1% 20 64,207
TANDY CORPORATION 1.0% 24 59,265
INTIMATE BRANDS, INC. (10) 0.9% 18 57,949
COUNTY SEAT STORES (11) 1.1% 15 55,906
MORAY INC. (12) 0.7% 14 54,409
GENERAL NUTRITION INC. 0.8% 22 34,163
TOTALS 45.9% 8,689,408
Notes:
(1) Includes 16 J.C. Penney department stores and 8 Thrift Drug stores.
(2) Excludes 5 former Hess's locations operated on a temporary basis. The Bon
Ton reported a 4.2% increase in same store sales in its entire portfolio
for its fiscal year ended January 1997.
(3) May Co. owns 5 of 8 stores totaling 619,101 square feet.
(4) Includes Limited Express, Lane Bryant, Lerner Shops, The Limited (core
division), and Structures.
(5) Leggett's operations were recently sold, with Belks taking two locations
and JCPenney taking the third location.
(6) Includes Woolworth, Afterthoughts, Kinney, Footlocker, Lady Footlocker,
Champs, and Northern Reflections.
(7) In 1995 Charming Shops completed a public offering of $120 million of long-
term debt. In Crown's portfolio Charming Shops posted a 4.6% increase
in comp store sales in 1996.
(8) Includes Kay-Bee Toys which it recently purchased from Melville Realty Co.
<PAGE> 96
(9) Subsidiary of W.H. Smith Group Holdings USA, Inc.
(10) Spun off by the Limited. Includes Victoria Secrets and Bath & Body.
(11) County Seat entered bankruptcy in the fourth quarter of 1996 and has
subsequently closed 7 of their stores having a total of 25,977 square feet.
(12) Operates as B. Moss
(13) The leases for three stores were bought-out by Maurices; the three stores
closed as of December 31, 1996.
</TABLE>
<PAGE> 97
<TABLE>
<CAPTION>
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
Consolidated Income Statements
Three Months Ended Twelve Months Ended
December 31, December 31,
1996 1995 1996 1995
(Unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Rental operations:
Revenues:
Minimum rent $ 21,121 $ 21,176 $ 83,441 $ 83,167
Percentage rent 2,609 2,568 6,489 6,536
Property operating cost recoveries 9,098 8,077 30,975 29,801
Temporary and promotional leasing 4,039 3,274 8,411 6,831
Net utility income 725 596 2,559 2,386
Business interruption insurance 548 830 1,870
Miscellaneous income 240 586 1,267 1,657
37,832 36,825 133,972 132,248
Property operating costs:
Recoverable operating costs 11,604 10,756 41,324 40,045
Property administrative costs 556 661 2,068 2,210
Other operating costs 1,007 1,397 3,065 3,153
Depreciation and amortization 9,016 9,048 35,315 34,634
22,183 21,862 81,772 80,042
15,649 14,963 52,200 52,206
Other expenses:
General and administrative 1,112 1,321 4,135 4,420
Interest 11,838 11,135 45,337 42,923
12,950 12,456 49,472 47,343
2,699 2,507 2,728 4,863
Property sales, disposals and
adjustments:
Adjustment to carrying value of
assets (35,000)
Gain on sale of outparcel land 470 858 3,425 3,492
Gain on asset sales 2,351
470 858 5,776 (31,508)
Income (loss) before extraordinary
items and minority interest 3,169 3,365 8,504 (26,645)
Extraordinary loss on early
extinguishment of debt (765) (718) (765)
Extraordinary gain on fire insurance
claim 11,244
Income (loss) before minority interest 3,169 2,600 7,786 (16,166)
Minority interest in Operating
Partners 806 666 1,979 (4,205)
Net income (loss) $ 2,363 $ 1,934 $ 5,807 $(11,961)
<PAGE> 98
Three Months Ended Twelve Monthe Ended
December 31, December 31,
1996 1995 1996 1995
(Unaudited)
(in thousande, except per share data)
Per share data (after minority
interest):
Income (loss) before extraordinary
items $ 0.09 $ 0.09 $ 0.23 $ (0.72)
Extraordinary items (0.02) (0.02) 0.29
Net income (loss) $ 0.09 $ 0.07 $ 0.21 $ (0.43)
Weighted average shares outstanding 27,576 27,439 27,515 27,372
</TABLE>
<PAGE> 99
<TABLE>
<CAPTION>
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets
December 31, December 31,
1996 1995
(in thousands)
Assets
<S> <C> <C>
Income-producing properties:
Land $ 120,999 $ 122,445
Buildings and improvements 798,470 757,834
Deferred leasing and other charges 41,223 52,941
960,692 933,220
Accumulated depreciation and amortization (281,478) (263,650)
Net 679,214 669,570
Investment in joint venture 5,799 5,893
Cash and cash equivalents 6,746 6,036
Tenant and other receivables 16,516 15,325
Deferred charges and other assets 32,363 40,694
Net $ 740,638 $ 737,518
Liabilities and Shareholders' Equity
Debt on income-producing properties $ 568,785 $ 541,082
Accounts payable and other liabilities 32,201 39,152
net 600,986 580,234
Minority interest in Operating Partnership 35,576 39,873
Commitments and contingencies
Shareholders' equity:
Common shares, par value $.01 per share,
120,000,000 shares authorized, 27,612,756 and
27,450,333 shares issued and outstanding at
December 31, 1996 and 1995, respectively 276 274
Additional paid-in capital 184,205 181,337
Accumulated deficit (80,405) (64,200)
Net 104,076 117,411
Net $ 740,638 $ 737,518
</TABLE>
<PAGE> 99
<TABLE>
<CAPTION>
SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
Consolidated Statements of Cash Flows
Year Ended December 31,
1996 1995
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 5,807 $ (11,961)
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest in Operating Partnership 1,979 (4,205)
Adjustment to carrying value of assets to be
disposed of 35,000
Equity earnings in joint venture (575) (624)
Depreciation and amortization 43,713 43,419
Gain on asset sales (2,351)
Extraordinary loss on early extinguishment of debt 718 765
Extraordinary gain on fire insurance claim (11,244)
Net changes in:
Tenant and other receivables (1,386) (167)
Deferred charges and other assets 1,309 (4,221)
Accounts payable and other liabilities (4,366) 10,412
Net cash provided by operating activities 44,848 57,174
Cash flows from investing activities:
Investment in income properties (1995 includes $53.9
million related to two purchased malls ) (51,482) (100,838)
Cash from asset sales (net of closing costs) 9,452
Distributions from joint venture 300 600
Net cash (used in) investing activities (41,730) (100,238)
Cash flows from financing activities:
Net proceeds from sale of common shares and dividend
reinvestment plan 1,257 3,702
Proceeds from issuance of debt 88,499 97,706
Cost of issuance of debt (1,804) (1,591)
Debt repayments (60,796) (35,091)
Fire insurance proceeds, net of clean up costs 14,823
Dividends and distributions paid (29,564) (39,552)
Advances from affiliate 4,376
Cash flow support 2,591
Net cash (used in) provided by financing activities (2,408) 46,964
Net increase in cash and cash equivalents 710 3,900
Cash and cash equivalents, beginning of period 6,036 2,136
Cash and cash equivalents, end of period $ 6,746 $ 6,036
Interest paid (net of capitalized amounts) $ 41,480 $ 39,307
Interest capitalized $ 2,943 $ 2,580
Non-cash financing activities:
Tenant improvements funded by Crown Investments Trust,
including $0 and $21 allocated to minority interest
in Operating Partnership $ $ 82
Issuance of partnership units related to Wyoming
Valley acquisition $ $ 8,074
Cash flow support credited to minority interest and
paid in capital that was prefunded in 1995. $ 2,889 $
</TABLE>
<PAGE>100
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 6,746
<SECURITIES> 0
<RECEIVABLES> 16,516
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 960,692
<DEPRECIATION> 281,478
<TOTAL-ASSETS> 740,638
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 276
<OTHER-SE> 103,800
<TOTAL-LIABILITY-AND-EQUITY> 740,638
<SALES> 133,972
<TOTAL-REVENUES> 133,972
<CGS> 81,772
<TOTAL-COSTS> 81,772
<OTHER-EXPENSES> 4,135
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,337
<INCOME-PRETAX> 8,504
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,504
<DISCONTINUED> 0
<EXTRAORDINARY> (718)
<CHANGES> 0
<NET-INCOME> 5,807
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
