Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2000
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________________ to ________________
Commission File Number 1-15923
KRAMONT REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 25-6703702
(State of incorporation) (I.R.S. employer identification no.)
580 West Germantown Pike, Suite 200, Plymouth Meeting, PA 19462
(Address of principal executive offices)
Registrant's telephone number, including area code: 610-825-7100
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange
Title of Class on which registered
-------------- -----------------------
Common Shares of Beneficial Interest, New York Stock Exchange
$.01 par value
9.75% Series B-1 Cumulative Convertible New York Stock Exchange
Preferred Shares of Beneficial Interest,
$.01 par value
9.50% Series D Cumulative Redeemable New York Stock Exchange
Preferred Shares of Beneficial Interest,
$.01 par value
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 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $219 million based on the closing price on the
New York Stock Exchange for such stock on March 23, 2001.
The number of shares of the Registrant's Common Shares of Beneficial Interest
outstanding was 18,752,912 as of March 23, 2001.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in "Management's Discussion and Analysis of
Results of Operations and Financial Condition" and elsewhere in this Annual
Report on Form 10-K, that are not related to historical results, are
forward-looking statements, such as anticipated liquidity and capital
resources, completion of potential acquisitions and collectibility of
mortgage notes receivable. The matters referred to in forward-looking
statements are based on assumptions and expectations of future events which
may not prove to be accurate and which could be affected by the risks and
uncertainties involved in the Company's business many of which cannot be
predicted with accuracy and some of which might not even be anticipated.
Prospective investors are cautioned that any such statements are not
guarantees of future performance and that actual results may differ
materially from those projected and implied in the forward-looking
statements. These risks and uncertainties include, but are not limited to,
the burden of the Company's substantial debt obligations; the risk that the
Company may not be able to refinance its debt obligations on reasonable
terms, if at all; the highly competitive nature of the real estate leasing
market; adverse changes in the real estate markets including, among other
things, competition with other companies; general economic and business
conditions, which will, among other things, affect demand for retail space or
retail goods, availability and creditworthiness of prospective tenants and
lease rents; financial condition and bankruptcy of tenants, including
disaffirmance of leases by bankrupt tenants; the availability and terms of
debt and equity financing; risks of real estate acquisition, expansion and
renovation; construction and lease-up delays; the level and volatility of
interest rates; governmental actions and initiatives; environmental/safety
requirements; as well as certain other risks described in this Form 10-K.
Subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this paragraph and elsewhere described in this Form
10-K and in other reports we filed with Securities and Exchange Commission.
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TABLE OF CONTENTS
Form 10-K
Item No. Report Page
-------- -----------
PART I
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 11
4. Submission of Matters to a Vote of Security Holders . . . . . . . 11
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . . . . . . . 11
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 13
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 14
7A. Quantitative and Qualitative Disclosures About Market Risk . . . . 19
8. Financial Statements and Supplementary Data . . . . . . . . . . . 20
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures . . . . . . . . . . . . . . . 43
PART III
10. Trustees and Executive Officers of the Registrant . . . . . . . . 43
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 43
12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13. Certain Relationships and Related Transactions . . . . . . . . . . 43
PART IV
14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K. 43
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PART I
Background
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont")
acquired its assets through the merger of the businesses of Kranzco Realty
Trust ("Kranzco") and CV Reit, Inc. ("CV Reit") into Kramont effective as of
June 16, 2000 (the "Merger"). The Agreement and Plan of Reorganization and
Merger, dated as of December 10, 1999 was adopted and approved by the
shareholders of both companies on June 6, 2000. Terms of the Merger called
for holders of common shares of both companies to each receive one common
share of beneficial interest of Kramont (each, a "Common Share" and
collectively, the "Common Shares") for each outstanding common share of CV
Reit and Kranzco on a tax-free basis, and for holders of Kranzco preferred
shares to receive in exchange for such Kranzco preferred shares, Kramont
preferred shares with the same rights. The Merger was accounted for as a
purchase by CV Reit of Kranzco for accounting purposes.
Kramont and its consolidated subsidiaries are hereinafter referred to as the
"Company".
Item 1. Business
Kramont is a self-administered, self-managed equity real estate investment
trust ("REIT") which is engaged in the ownership, acquisition,
redevelopment, management and leasing of community and neighborhood shopping
centers. Kramont does not directly own any assets other than its interest in
Kramont Operating Partnership, L.P. ("Kramont OP") and Montgomery CV Realty
L.P. ("Montgomery OP") (together with their wholly-owned subsidiaries
hereinafter collectively referred to as the "OPs"). The OP's own all of the
Company's other assets and conduct its operations through an Umbrella
Partnership REIT (UPREIT) structure. As of December 31, 2000, the Company
owned 93.49% of Kramont OP and is its sole general partner. As of December
31, 2000, the Company owned 99.87% of the beneficial interest of Montgomery
OP and owned 100% of its sole general partner.
The Trust and its consolidated subsidiaries are hereinafter referred to as
the "Company".
Recent Developments
Effective August 1, 2000, the Company entered into an Amended and Restated
Loan and Credit Facility Agreement (the "Amended Facility") with GMAC
Commercial Mortgage ("GMAC") wherein GMAC increased an existing $100
million facility to $155 million. The Amended Facility is a non-
revolving line of credit with individual loan terms of three years if funds
are advanced within the first twelve months, and two years if funds are
advanced during the thirteenth to the eighteenth months. Monies borrowed under
the Amended Facility, along with $1.2 million in cash, were used to pay off a
line of credit that was assumed in the Merger and matured on August 1, 2000.
On December 15, 2000, the Company, in a private transaction, repurchased 146,800
shares, or eight percent, of the Company's Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest, for $2.3 million or $16.00 per share.
On December 22, 2000 the Company received $27.5 million from privately owned
Hilcoast Development Corporation, consisting of the entire $24.5 million
principal balance of a real estate mortgage note held by the Company and a
prepayment penalty of $3.0 million. The note bore interest of 11% per year and
required payments through 2023. The Company utilized these proceeds to retire
$18.5 million of debt and utilizes the remaining $9.0 million for investment
and general corporate purposes.
Financial information about industry segments
The Company is in the business of owning, managing, operating, leasing,
acquiring, developing, investing in and disposing of neighborhood and
community shopping centers and free-standing properties. The Company reports
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operating information for 2 segments. See the Consolidated Financial
Statements and notes thereto included in Item 8 of this Annual Report on Form
10-K for certain financial information required by Item 1.
Operating Strategies
Our primary business objectives are to increase Funds From Operations (see
Management's Discussion and Analysis of Results of Operations and Financial
Condition for a definition of Funds From Operations) and to enhance the value
of our properties. It has been our operating strategy to achieve these
objectives through:
o Efficient operation of our properties including active leasing and
property management, maintenance of high occupancy levels,
increasing rental rates and controlling operating and capital
costs.
o Acquisition of additional properties which satisfy our criteria, at
favorable prices, including properties requiring renovation or re-
leasing.
o Completion of strategic renovations and expansions to further
maximize operating cash flows.
o Attainment of greater access to financing sources.
Acquisition Strategies/Investment Strategies
The Company intends to make acquisitions in a manner consistent with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code")
applicable to REITs and related regulations with respect to the composition of
the Company's portfolio and the derivation of income unless, because of
circumstances or changes in the Code (or any related regulation), the trustees
(the "Trustees") of the Company determine that it is no longer in the best
interests of the Company to qualify as a REIT. The Company's acquisition
strategy is to opportunistically acquire properties which need replacement
anchor tenants or where the Company's management expertise and reputation can
enhance value. That strategy includes acquiring and rehabilitating properties in
new markets with strong demographic characteristics in order to reduce the
Company's sensitivity to regional economic cycles. The Company will seek to
utilize its UPREIT structure to acquire interests in properties in exchange for
units of limited partner interest in Kramont OP. Since the Company is an UPREIT,
potential transferors of property to the Company may be able to transfer the
property on a tax-deferred basis.
The Company will generally acquire fee simple or leasehold interests in real
property consistent with the Company's acquisition strategies set forth
above. However, the Company may make equity investments through joint
ventures with developers, owners or other persons which may provide for,
among other terms, (i) a cumulative preference as to cash distributions; (ii)
a participation in net cash flows from operations; and (iii) a participation
in the appreciation of the value of the underlying real property. The
Company contemplates that it would maintain at least equal control over the
underlying real property to be operated by any joint venture (including
possibly the day-to-day management of the real property) and additional
investments in or sale or financing of such underlying real property. The
Company may also acquire investments in real property or real estate oriented
companies through issuance of debt or equity securities in exchange for
investments or by such other methods as the Trustees deem to be in the best
interests of the Company.
The Company may acquire securities of other REITs or other issuers or
purchase or otherwise acquire its own shares. The Company does not
anticipate investing in issuers of securities, other than REITs, for the
purpose of exercising control or underwriting securities of other issuers or
acquiring any investments primarily for sale in the ordinary course of
business or to hold any investments with a view to making short-term profits
from their sale. Although the Company may make loans to other entities or
persons, it has no plans to do so. In the future, the board of trustees will
consider any transaction involving loans to other entities or persons on a
case by case basis.
Financing Strategies
The Company intends to maintain a conservative ratio of debt to estimated
value of the Company's real estate assets (as determined by the Trustees),
taking into consideration the tenants in occupancy, gross rental revenues,
5
geographic location and other factors affecting the value of the Company's
properties. The Company intends to finance acquisitions with the most
appropriate sources of capital, as determined by the Trustees, which may
include limited partner units in Kramont Operating Partnership, L.P.,
available cash flows from operations, the issuance of other equity
securities, the sale of investments and, within the debt guidelines described
above, bank and other institutional borrowings and the issuance of debt
securities. Future borrowings by the Company for acquisitions may be either
on a secured or unsecured basis.
The Company will not have a policy limiting the number or amount of mortgages
that may be placed on any particular property, but mortgage financing
instruments will usually limit additional indebtedness on specific
properties.
Operating Practices
Virtually all operating and administrative functions, such as leasing, data
processing, maintenance, finance, accounting, construction and legal, are
centrally managed at the Company's headquarters. In addition, the Company
maintains regional offices in Georgia, New York, Virginia, Florida and
Pennsylvania. On-site functions such as security, maintenance, landscaping,
sweeping, plumbing, electrical and other similar activities are either
performed by the Company or subcontracted. The cost of these functions are
passed through to tenants to the extent permitted by their respective leases.
The Company has computer software systems designed to support its operating
and administrative functions and to optimize management's ability to own,
operate and manage additional properties without significant increase in its
general and administrative expenses. The Company's systems allow instant
access to floor plans, store availability, lease data, tenants' sales
history, cash flows and budgets.
Assets
At December 31, 2000, the book value of the Company's assets amounted to
$764.0 million, including $685.3 million in income producing real estate and
$37.2 million in real estate mortgage notes receivable. A description of the
Company's principal assets follows:
Properties
Income Producing Real Estate - Please refer to Item 2. Properties - Real
Estate - Income Producing.
Mortgage Notes Receivable
At December 31, 2000 the Company's mortgage notes receivable amounted to
$37.2 million including an aggregate of $10.0 million due from H. Irwin Levy,
a member of the Company's Board of Trustees. They are secured by first
mortgages on the recreation facilities at the three Century Village adult
condominium communities in south east Florida. As of December 31, 2000, none
of the mortgage notes were delinquent.
The notes provide for self-amortizing equal monthly principal and interest
payments in the aggregate amount of $6.5 million per annum, through January
2012 and bear interest at annual rates principally ranging from 13.25% to
13.5%. The notes are pledged as collateral for certain borrowings. Please
refer to Item 13 - Certain Relationships and Related Transactions regarding
related party transactions with Mr. Levy.
Investments in Unconsolidated Affiliates
Self-Storage Warehouse Partnerships
The Company owns 45% - 50% general and limited partnership interests in three
partnerships whose principal assets consist of self-storage warehouses
located in southeast Florida, with an aggregate of approximately 2,800 units
and 320,000 square feet, managed by independent parties. The Company has no
financial obligations with respect to
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such partnerships except under state law, as general partners. The Company
receives monthly distributions from each of the partnerships based on cash
flows.
Drexel
Effective December 31, 1997, CV Reit acquired a 95% economic interest in
Drexel Realty, Inc. ("Drexel"), which for over 25 years has been engaged in
the development, construction, leasing and management of real estate. Until
the Merger, Drexel managed the properties owned by Montgomery OP as well as
six other properties located in Pennsylvania and New Jersey owned by third
parties. During 2000, 1999 and 1998, management contracts for 20 additional
properties were terminated, primarily as a result of Drexel's decision to
concentrate mainly on management, leasing and renovation of the Company's
properties. It is not contemplated that Drexel will seek additional third
party management contracts in the future. Currently, 99% of the voting stock
of Drexel is beneficially owned by Mr. Louis P. Meshon, Sr. and held in a
voting trust and 100% of the non-voting interest is owned by the Montgomery
OP. Mr. Meshon currently serves as President of Drexel.
Industry Factors
Ownership of commercial real estate involves risks arising from changes in
economic conditions generally and in the commercial real estate market
specifically, as well as risks which result from property-specific factors
such as the failure or inability to make needed capital improvements,
competition, reductions in revenue arising from decreased occupancy or
reductions in the level of rents obtainable, and factors which increase the
cost of operating, financing and refinancing properties such as escalating
interest rates and wage rates, increased taxes, fuel costs and other
operating expenses and casualties. All of these kinds of risks can result in
reduced net operating revenues available for distribution. The Company's
ability to manage the properties effectively notwithstanding such risks and
economic conditions will affect the funds available for distribution.
The results of operations of the Company also depend upon the availability
of suitable opportunities for investment and reinvestment of the Company's
excess cash and on the yields available from time to time on real estate
investments, which in turn depend to a large extent on the type of investment
involved, prevailing interest rates, the nature and geographical location of
the property, competition and other factors, none of which can be predicted
with certainty.
Competition
The Company's competitors for acceptable investments include insurance
companies, pension funds, and other REIT's which may have investment
objectives similar to the Company's and some of which have greater financial
resources than the Company's. The Company is not aware of statistics which
would allow the Company to determine its position relative to all of the
Company's competitors in the retail real estate industry.
Employees
As of December 31, 2000, the Company had approximately 120 full and part-time
employees. None of the Company's employees are subject to a collective
bargaining agreement and the Company has experienced no labor-related work
stoppages. The Company considers its relations with its personnel to be good.
Tax Status
The Company expects to continue to qualify as a REIT. A trust, which
qualifies as a REIT may, if it distributes at least 95% of ordinary taxable
income (90% effective in 2001) for a taxable year, deduct distributions paid
to shareholders with respect to such taxable year from taxable income.
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A REIT is not required to distribute capital gain income but to the extent it
does not, it must pay the applicable capital gain income tax unless it has
ordinary losses to offset such capital gain income. The Company has
historically distributed to the Company's shareholders capital gain income
arising from principal repayments on the Company's mortgage notes receivable
which are being reported on the installment method for tax purposes.
Item 2. Properties
Real Estate - Income Producing
The Company, directly or indirectly, owns eighty-one neighborhood or
community shopping centers and two office buildings, located in sixteen
states comprising 10.8 million square feet. The properties are diverse in
size, ranging from 8,000 square feet to 387,000 square feet of gross leasable
area with an average of 130,000 square feet of gross leasable area. The
shopping centers generally attract local area customers and are typically
anchored by a supermarket, drugstore and/or discount stores. The centers are
smaller than regional malls and do not depend on customers who travel long
distances. The tenant base generally concentrates on everyday purchases from
local customers. Anchor tenants attract shoppers who also often patronize the
smaller shops. At December 31, 2000, 91.07% of the Company's gross leasable
area was leased. Substantially all of the Company's income producing real
estate is pledged as collateral for borrowings.
The following table sets forth certain pertinent information, as of December
31, 2000, regarding the Company's properties:
Gross
Year of Leasable Lease
Latest Square Occupancy Principal Tenants
Property Year Renovation/ Ownership Area Rate (Lease Expiration/
Shopping Centers Location Acquired Expansion Interest (Sq. Ft.) 12/31/00 Option Expiration)
Connecticut
Groton Square Groton 2000 1999 Fee 194,862 98.28 Stop & Shop (2007/2027),
Kohl's (2020/2062)
Manchester Kmart Plaza Manchester 2000 1998 Fee 183,376 99.02 Kmart (2002/2022),
Pep Boys (2016/2036)
Milford Milford 2000 N/A Leasehold (2020) 25,200 100.00 Xpect Discount Drug (2004/2009)
Orange Orange 2000 N/A Leasehold (2006) 27,000 00.00
Parkway Plaza I Hamden 2000 N/A Fee 72,530 10.65
Parkway Plaza II Hamden 2000 N/A Fee 91,164 3.95
Stratford Square Stratford 2000 N/A Fee 160,176 86.45 Marshalls (2005/2010),
Entertainment Cinema (2009/2039)
Florida
Century Plaza Deerfield Beach 1982 1991 Fee 85,151 96.42 Broward County Library (2001/2004)
Village Oaks Pensacola 2000 N/A Fee 171,653 100.00 Wal Mart (2008/2018),
Haverty Furniture Company (2003/2030)
Georgia
Bainbridge Town Center Bainbridge 2000 N/A Fee 143,729 92.17 Kmart (2015/2065),
Food Lion (2010/2030)
Douglasville Crossing Douglasville 2000 N/A Fee 267,800 85.36 Wal Mart (2010/2040)(1),
Cub Foods Inc. (2010/2035),
Rhodes Furniture (2001/2005)
Holcomb Bridge Roswell 2000 Fee 105,420 89.73 Cub Foods Inc. (2008/2033),
Georgetown Interiors (2003/2008)
Northpark Macon 2000 1998 Fee 195,355 98.62 Kroger (2008/2028),
Kmart (2013/2063)
Park Plaza Douglasville 2000 N/A Fee 46,495 88.10 Kroger (not owned by the Company)
Snellville Oaks Snellville 2000 N/A Fee 220,885 94.86 Wal Mart (2011/2041)(1),
Georgia State Theatres (2015/2025),
Food Lion Inc. (2011/2031)
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Summerville Summerville 2000 N/A Fee 67,809 95.87 Wal Mart (2004/2034)
Tifton Corners Tifton 2000 N/A Fee 186,629 98.39 Wal Mart (2011/2041),
Bruno's (2010/2025)
Tower Plaza Carrollton 2000 N/A Fee 87,990 87.23 Bruno's (2007/2027)
Vidalia Vidalia 2000 N/A Fee 93,696 100.00 Wal Mart (2005/2035)(1)
Village at Mableton Mableton 2000 1998 Fee 239,474 96.52 Kmart (2014/2064),
Cub Foods (2009/2029),
CVS (2004/2019)
Kentucky
Harrodsburg
Marketplace Harrodsburg 2000 N/A Fee 60,048 100.00 Kroger (2007/2027)
Maryland
Anneslie Baltimore 2000 N/A Fee 175,745 74.41 Party City (2006/2016),
Rite Aid (2001/2016)
Campus Village College Park 2000 N/A Fee 25,529 91.38
Coral Hills Coral Hills 2000 N/A Fee 82,550 89.86 Shoppers Food Warehouse (2004/2029),
CVS (2008/2018)
Fox Run Prince Frederick2000 1997 Fee 293,492 99.80 Kmart (2016/2066),
Giant Foods (2021/2051),
Peebles (2012/2032)
Hillcrest Plaza Frederick 2000 N/A Fee 109,526 92.70 Mid Atlantic Medical Services (2004/2007)
Michigan
Musicland Livonia 2000 N/A Fee 80,000 100.00 Media Play (2007/2027)
Mississippi
Brookway Village Brookhaven 2000 N/A Fee 47,587 29.84 Cato (2004/2009)
Towne Square Columbus 2000 N/A Fee 116,358 42.35 Jitney Jungle (2003)
New Jersey
Collegetown Glassboro 2000 1995 Fee 250,234 95.93 Kmart (2001/2021),
Acme (2004/2044),
Pep Boys (2015/2020)
Hillcrest Mall Phillipsburg 2000 1985 Fee 220,985 51.69 Staples (2010/2025),
Warren Hospital (2008/2018),
Consolidated Stores (2004/2019),
Lakewood Plaza Lakewood 1999 N/A Fee 202,499 99.68 Shop Rite Supermarkets (2010/2030),
Consolidated Stores (2002/2007)
Marlton Shopping
Center- Phase I Evesham 1998 N/A Fee 146,524 86.84 T.J. Maxx (2011/2026)
Somnia (2003/2013)
Marlton Shopping
Center- Phase II Evesham 1998 N/A Fee 154,066 92.92 Burlington Coat Factory (2006/2030),
HomeGoods (2006/2021)
Rio Grande Plaza Rio Grande 1997 1997 Fee 138,747 100.00 JC Penney (2012/2042),
Peebles (2012/2022),
Sears (2006/2026)
Suburban Plaza Hamilton 2000 1999 Fee 244,718 98.56 Shop Rite (2002/2017)
New York
A & P Mamaroneck Mamaroneck 2000 N/A Fee 24,978 100.00 A & P (2006/2016)
The Mall at
Cross County Yonkers 2000 2000 Fee 263,568 100.00 National Wholesale Liquidators
(2012/2032),
T.J. Maxx (2004/2014), HomeGoods (2010/2025)
The Sports Authority (2010/2025),
Circuit City (2018/2038)
Highridge Yonkers 2000 N/A Fee 88,501 100.00 Pathmark (2003/2027)
North Ridge New Rochelle 2000 N/A Fee 42,198 97.49 Harmon Cosmetics (2007/2017),
NRHMC (2011/2016)
Port Washington Port Washington 2000 N/A Leasehold 19,600 100.00 North Shore Farms (2003/2033)
(2067)
Village Square Larchmont 2000 N/A Fee 17,028 94.71 Trader Joe's (2009/2024)
North Carolina
Cary Plaza Cary 2000 N/A Fee 60,702 100.00 Food Lion (2010/2030)
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Magnolia Plaza Morganton 2000 N/A Fee 104,539 100.00 Ingles Supermarket (2007/2062)
Ohio
Pickaway Crossing Circleville 2000 N/A Fee 127,130 100.00 Wal Mart (2009/2039)
Pennsylvania
555 Scott Street Wilkes-Barre 1997 N/A Fee 8,400 100.00 Pet Supplies Plus (2000/2005)
69th Street Plaza Upper Darby 2000 1994 Fee 42,500 100.00 Drug Emporium (2003/2006)
Barn Plaza Doylestown 2000 1998 Fee 213,108 94.46 Acme (2007/2037),
Marshalls (2004/2019),
Regal Cinemas, Inc. (2018/2026)
Bensalem Square Bensalem 2000 1983 Fee 72,558 96.68 Pathmark (2009/2039)
Bethlehem Square Bethlehem 2000 1994 Fee 386,820 100.00 TJ Maxx (2006/2021),
Home Depot (2010/2040),
Shop Rite (2010/2030)
Bradford Mall Bradford 2000 N/A Fee(2) 287,975 94.43 Kmart (2004/2049),
Consolidated Stores (2002/2012),
Ames (2008/2026)
Bristol Commerce Bristol 2000 1993 Fee 275,519 88.00 Superfresh (2008/2038),
Ames (2020/2029)
Chesterbrook Village Wayne 1997 1995 Fee 122,316 96.93 Genuardi Markets (2010/2030)
Collegeville Collegeville 1998 1994 Fee 110,518 99.93 Acme (2003/2038),
Annie Sez (2002/2017)
Chalfont Village New Britain 1999 N/A Fee 46,051 100.00 Better Bodies (2005/2010)
Cherry Square Northampton 1999 N/A Fee 75,005 96.30 Redners Supermarket (2016/2021)
County Line Plaza Souderton 1997 1998 Fee 175,079 99.43 Ames (2002/2017),
Clemens Markets (2007/2027)
Danville Plaza Danville 1997 1987 Fee 24,052 88.43 CVS Pharmacy (2007/2027)
Dickson City Dickson City 1997 1990 Fee 47,224 100.00 Office Max (2007/2017)
Franklin Center Chambersburg 2000 N/A Fee 174,892 86.99 Food Lion (2010/2030),
Big Lots (2001/2011),
Lowe's (2010/2018)(1)
Gilbertsville Gilbertsville 1998 N/A Fee 85,748 97.65 Weis Markets (2004/2019)
MacArthur Road Whitehall 2000 N/A Fee 50,856 55.76 Frank's Nursery (2002/2032)
New Holland Plaza New Holland 1998 N/A Fee 65,730 81.91 Amelia's Market (2010/2020),
Rite Aid (2017)
Mount Carmel Plaza Glenside 1997 N/A Fee 14,504 100.00 CVS Pharmacy (2002)
North Penn Marketplace Upper Gwynedd 1998 N/A Fee 57,898 100.00 Weis Markets (not owned by Company) Eckerd Drugs (2003/2018),
Park Hills Plaza Altoona 2000 1996 Fee 279,858 96.72 Weis Market (2022/2037),
Dunham's Sporting Goods (2005/2015),
Toys R Us (2015/2035),
Staples (2010/2019),
Superpetz (2005/2015)
Pilgrim Gardens Drexel Hill 2000 N/A Fee 83,358 96.04 Loehmann's (2003/2013),
QVC Network, Inc. (2000/2000)
Street Road Bensalem 2000 1995 Fee 68,031 100.00 Drug Emporium (2002/2008),
Frank's Nursery (2007/2022)
Valley Fair Tredyffrin 2000 1999 Fee 114,811 83.95 Oskar Huber Furniture (2011/2026)
Chuck E. Cheese (2010/2025)
Valley Forge Mall Phoenixville 2000 N/A Fee 177,379 69.14 Ames (2007/2025),
French Creek Outfitters (2007/2022)
Village at Newtown Newtown 1998 N/A Fee 177,032 98.86 Genuardi Markets (2008/2018),
Zany Brainy (2005/2015)
Whitehall Square Whitehall 2000 N/A Fee 298,023 93.36 Stop & Shop (2006/2024),
Phar Mor (2001/2016),
Today's Man (2002/2007),
The Sports Authority (2006/2036),
Kids R Us (2007/2027)
Whitemarsh Conshohocken 1997 1996 Fee 67,546 100.00 Clemens Markets (2017/2027)
Woodbourne Square Langhorne 1997 N/A Fee 29,976 93.56 Rehab Place at Oxford Valley (2000)
Rhode Island
Wampanoag Plaza East Providence 2000 N/A Fee 242,162 75.60 Rx Drug (2001/2016),
Marshalls (2006/2006),
Savers/TVI, Inc. (2010/2025)
10
South Carolina
East Main Centre Spartanburg 2000 2000 Fee 190,686 100.00 Wal Mart (2009/2039),
Goody's (2001/2007),
CT Tractor (2015/2030)
Park Centre Columbia 2000 2000 Fee 226,705 98.43 Wal Mart (2009/2039)(1),
Harris Teeter (2012/2027),
Steinmart (2010/2030)
Tennessee
Meeting Square Jefferson City 2000 N/A Fee 92,968 100.00 Wal Mart (2009/2039)(1),
Food Lion (2009/2039)
Virginia
Culpeper Town Mall Culpeper 2000 1999 Fee 132,882 89.51 Central Tractor (2005/2010),
Schewel Furniture (2001/2006),
Food Lion (2019/2039)
Marumsco-Jefferson
Plaza Woodbridge 2000 N/A Fee 323,235 75.21 Giant Food Store (2004/2024),
Peebles (2004/2010),
Consolidated Stores, Inc. (2002/2012)
Statler Crossing Staunton 2000 N/A Fee 166,944 97.13 Wal Mart (2009/2039)(1),
Rack 'N Sack (2013/2028)(1)
Office Buildings
Florida
Century Village
Administration W. Palm Beach 1970 1995 Fee 25,100 100.00 Siani Medical Center (2005/2011)
Building
Pennsylvania
Plymouth Plaza Plymouth Meeting 1997 1994 Fee 30,026 100.00 Drexel Realty, Inc. (2004),
Hudson United Bank (2007/2012)
Totals 10,826,721 91.07%
========== =====
Footnotes: (1) Includes space for which rent is being paid but which is not presently occupied.
(2) 84,695 square feet gross leasable area is subject to a ground lease which expires in 2004.
Other Real Estate
The Company owns certain real estate acquired by deed in lieu of foreclosure
and held for resale, consisting of three parcels of unimproved commercial
land, totaling 38 acres located in southeast Florida, with a book value of
$5.5 million at December 31, 2000.
Item 3. Legal Proceedings
The Company is not presently involved in any material litigation nor, to its
knowledge, is any material litigation threatened against the Company or its
properties.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of 2000.
PART II
Item 5. Market for Registrant's Common Shares and Related Security Holders
Matters
The Common Shares are listed for trading on the New York Stock Exchange under
the symbol "KRT". The following table sets forth the high and low sales
prices per Common Share and the dividends per Common Share
11
which were declared by Kranzco and CV Reit prior to the Merger, and Kramont
after the Merger, on the common shares of beneficial interest of Kranzco, the
common stock of CV Reit, and the Common Shares, respectively, for each quarter
during the past two years.
Kramont (CV Reit prior to Merger)
---------------------------------
Market Price
------------
High Low Dividends Declared
---- --- ------------------
2000
----
First Quarter 9.81 8.75 $ .29
Second Quarter 10.75 8.88 .325
Third Quarter 10.13 9.19 .325
Fourth Quarter 9.63 8.75 .325
-----------
$ 1.27
===========
1999
----
First Quarter 12.69 11.25 $ .29
Second Quarter 13.63 10.38 .29
Third Quarter 13.06 11.75 .29
Fourth Quarter 12.56 9.00 .29
-----------
$ 1.16
===========
Kramont (Kranzco prior to Merger)
---------------------------------
Market Price
------------
High Low Dividends Declared
---- --- ------------------
2000
----
First Quarter 9.00 8.00 $ .325
Second Quarter 10.75 8.88 .325
Third Quarter 10.13 9.19 .325
Fourth Quarter 9.63 8.75 .325
----------
$ 1.30
==========
1999
----
First Quarter 15.16 11.56 $ .48
Second Quarter 14.56 11.50 .48
Third Quarter 13.44 9.25 .325
Fourth Quarter 10.31 7.50 .325
-----------
$ 1.61
===========
Both CV Reit and Kranzco, prior to the Merger, had paid regularly quarterly
cash distributions on their common stock and common shares of beneficial
interest, respectively, since the companies commenced operations in January
1982 and November 1992, respectively. Since the Merger, the Company has paid
regularly quarterly cash distributions on its Common Shares. Future
distributions paid by the Company will be at the discretion of the Board
12
of Trustees and will depend on the actual cash flow of the Company, its
financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Internal Revenue Code and such other factors as
the Board of Trustees deem relevant.
As of March 23, 2001 there were 18,752,912 Common Shares outstanding, and the
approximate number of holders of record of the Common Shares was 2,300 as of
March 23, 2001. The Company owns 18,752,912 OP units (representing the sole
general partnership interest and 93.49% of the limited partnership interest
in Kramont OP. The Company indirectly owns 9,416,754 OP units representing a
99.87% partnership interest in Montgomery OP. The holders of substantially
all of the remaining OP units have the right to require the OP's to redeem
their OP units for cash at any time. However, upon a holder giving notice of
the exercise of this right, the Company has the right to acquire such
holder's OP units in exchange for cash or, if certain conditions are
satisfied, an equal number of Common Shares.
On June 16, 2000, the Company sold to Mr. Louis P. Meshon, Sr. 75,000
restricted Common Shares at the then current market price per Common Share
of $10.16 for a total of $762,000 evidenced by a full recourse promissory
note that matures on June 15, 2005. The note and the collateral therefore
consisting of the restricted Common Shares, and Mr. Meshon's obligations
under the note, will terminate on the earlier to occur of: (i) the note's
full satisfaction, (ii) the note's fifth anniversary (if Mr. Meshon is still
employed by the Company), or (iii) the termination of Mr. Meshon's employment
following a change of control, termination of the employment of Mr. Meshon
without cause or by Mr. Meshon for good reason, or because of Mr. Meshon's
death or disability. The Company will pay to him an amount equal to any taxes
payable by him, on a full gross-up basis, at the time his obligations under
the note terminate.
Item 6. Selected Financial Data
The financial information included in the following table has been selected
by the Company and has been derived from the consolidated financial
statements for the periods indicated.
Under generally accepted accounting principals, the Merger was accounted for
as a purchase by CV Reit of Kranzco. Therefore, all of the financial
information prior to June 16, 2000, is for CV Reit. All of the financial
information included in the following table for periods on and after June 16,
2000 relates to the Company as a combined entity.
(dollars in millions, except share data)
Year Ended December 31,
2000(d) 1999 1998(c) 1997 1996
Revenues
Rent $ 69.5 $ 25.6 $ 17.2 $ 2.7 $ 1.1
Interest and Other 8.1 8.0 8.8 10.6 11.7
----------- ---------- ---------- ---------- ---------
Total Revenues $ 77.6 $ 33.6 $ 26.0 $ 13.3 $ 12.8
=========== ========== ========== ========== =========
Income before preferred
distribution $ 17.6 $ 7.2 $ 8.8 $ 8.5 $ 9.4
=========== ========== ========== ========== =========
Net income to common
shareholders $ 13.4 $ 7.2 $ 15.9(b) $ 8.5 $ 9.6
=========== ========== ========== ========== =========
Funds From Operations $ 22.7 $ 10.8 $ 9.5 $ 9.1 $ 9.0
(FFO) (a) =========== ========== ========== ========== =========
13
Per common share:
Net income, basic $ .97 $ .91 $ 1.99 $ 1.07 $ 1.20
and Diluted =========== ========== ========== ========== =========
Dividends declared $ 1.27 $ 1.16 $ 1.16 $ 1.16 $ 1.14
=========== ========== ========== ========== =========
Average common shares
outstanding, basic 13,857,409 7,966,621 7,966,621 7,966,621 7,966,621
=========== ========== ========== ========== =========
Average common shares
outstanding, diluted 13,858,427 7,966,621 7,966,621 7,966,621 7,966,621
=========== ========== ========== ========== =========
At Year End:
Total assets $ 764.0 $ 257.8 $ 225.4 $ 171.9 $ 118.9
=========== ========== ========== ========== =========
Borrowings $ 500.3 $ 156.3 $ 121.9 $ 66.3 $ 35.1
=========== ========== ========== ========== =========
Beneficiaries equity:
Total $ 225.2 $ 77.6 $ 79.6 $ 72.9 $ 73.7
=========== ========== ========== ========== =========
(a) Funds From Operations ("FFO"), as defined by the National
Association of Real Estate Investment Trusts (NAREIT), consists of
net income (computed in accordance with generally accepted
accounting principles) before depreciation and amortization of real
property, extraordinary items and gains and losses on sales of
real estate. Please refer to Item 7. Management's Discussion and
Analysis of Results of Operations and Financial Condition for the
calculation of FFO.
(b) Includes $7 million benefit arising from the reversal of deferred
tax liability. Please refer to Note 1 to consolidated financial
statements.
(c) On December 31, 1997, the CV Reit converted to an Umbrella
Partnership REIT structure and formed Montgomery OP. Concurrent
with this transaction, Montgomery OP acquired nine shopping
centers, an office building and a 95% economic interest in Drexel
for a purchase price of $61.7 million. During 1998, Montgomery OP
purchased seven additional shopping centers for an aggregate
purchase price of $74.6 million.
(d) On June 16, 2000, Kramont acquired its assets through the merger of
CV Reit and Kranzco into Kramont. See Item 7. Management's
Discussion and Analysis of Results of Operation and Financial
Condition and Note 2 to the consolidated financial statements.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The Company acquired its assets through the merger of the businesses of
Kranzco and CV Reit into the Company effective June 16, 2000. The Agreement
and Plan of Reorganization and Merger dated as of December 10, 1999 was
adopted and approved by the shareholders of both companies on June 6, 2000.
Terms of the Merger called for holders of common shares of both companies to
each receive one Common Share for each outstanding common share of CV Reit
and Kranzco on a tax-free basis and for holders of Kranzco preferred shares
to receive in exchange for such Kranzco preferred shares, Kramont preferred
shares with the same rights.
Results of Operations
The merger of CV Reit and Kranzco was accounted for as a purchase by CV Reit
of Kranzco. Accordingly, the operating results of the net assets acquired are
included in the consolidated financial statements from the effective
14
date of the merger which was June 16, 2000. As a result, the Company believes
the comparison for the years ended December 31, 2000 and 1999 may not be
meaningful.
Net Income
2000 Compared to 1999
For the year ended December 31, 2000, net income to common shareholders of
beneficial interest was $13.4 million or $.97 per weighted average common
share compared to $7.2 million or $.91 per weighted average common share for
the same period of 1999. The discussion below highlights the major components
which caused the increase.
For the year ended December 31, 2000, rent revenue and operating expenses
increased by $44.0 million and $10.3 million, respectively (a net rental income
increase of $33.7 million), primarily due to the merger of CV Reit and Kranzco.
The increase also reflects improved operating results from income producing
properties owned by CV Reit prior to the merger of CV Reit and Kranzco in the
amount of $416,000.
Interest expense increased by $17.8 million during of 2000 principally as a
result of increased borrowings assumed in the merger of CV Reit and Kranzco.
Interest expense during 2000 also included an exit fee of $.5 million for a
credit facility which was repaid in August, 2000, and amortization of finance
costs in the amount of $1.4 million.
Depreciation and amortization increased by $6.0 million primarily due to the
addition of 62 shopping centers as a result of the merger of CV Reit and
Kranzco.
Interest income increased by $68,000 during 2000, primarily attributable to
higher cash balances invested at higher interest rates, offset by a reduction
on the balance of the Company's mortgage notes receivable due to scheduled
repayments of principal and the prepayment of the Hilcoast Note in December
2000. The Company's remaining mortgage notes receivables are long term and
require self-amortizing payments through 2012.
General and administrative expenses increased by $3.0 million principally due
to higher professional fees, compensation costs including performance
related bonuses and additional staff.
The $247,000 increase in equity in income of unconsolidated affiliates was
primarily attributable to the reduction of general and administrative charges
incurred by Drexel. As of the date of the Merger, these general and
administrative charges are incurred by Kramont OP.
Gain on sale of assets increased to $3.1 million during 2000 and was
attributable to the prepayment fee received from Hilcoast Development
Corporation for the early prepayment of the Hilcoast Note Receivable
principal balance, as well as a capital gain of $150,000 recognized on the
sale of an 80,000 square foot free-standing building in Flint, Michigan.
There was no gain or loss in 1999 for the sale of assets.
1999 Compared to 1998
For the year ended December 31, 1999, net income was $7.2 million or $.91 per
weighted average share compared to $15.9 million or $1.99 per weighted
average share for the same period or 1998.
Net income for 1998 includes a $2.3 million gain from the sale of real
estate, a $7.0 million deferred income tax benefit and $.3 million of non-
recurring expenses, principally in connection with the settlement of
litigation. In addition, depreciation and amortization increased by $1.4
million in 1999 due to shopping center acquisitions. Excluding these non-
operational items, net income increased by $1.9 million. The discussion below
highlights the major components which caused this increase.
During 1999, rent revenue, operating expenses and interest expense increased
by $8.4 million, $2.4 million and $3.4 million, respectively, primarily due
to the acquisition of seven shopping centers during 1998 and three shopping
15
centers in 1999. The increase also reflects improved operating results from
income producing properties owned as of December 31, 1997.
Interest income decreased by $.8 million during 1999, attributable to a
reduction in the average balance of mortgage notes receivable and cash. The
reduction in the average balance outstanding principally results from
repayments by Hilcoast of a line of credit and other notes in 1998.
General and administrative expenses increased by $75,000 primarily due to
higher professional fees and performance related bonuses.
Equity in income of unconsolidated affiliates decreased by $.3 million
principally due to the termination of various management contracts for
properties owned by third parties and managed by Drexel Realty, Inc. in 1998.
Minority interests in income of OP decreased by $.5 million during 1999. The
decrease was due to a $2.0 reduction in income attributable to the OP (which
reflects the aforementioned $2.4 million gain on sale of real estate in 1998)
and a reduction in minority interests, due to redemptions, from an average of
17.4% in 1998 to an average of 15.6% in 1999.
Funds From Operations
The following schedule reconciles FFO to net income for the years presented
(in thousands):
2000 1999 1998
--------- -------- --------
Net income to common shareholders $ 13,391 $ 7,247 $ 15,850
Deferred income tax benefit - - (7,041)
Depreciation and amortization of
real property (including
unconsolidated affiliates) 9,413 3,578 2,391
Gain on sale of real estate* (124) - (1,917)
-------- -------- --------
FFO $ 22,680 $ 10,825 $ 9,283
======== ======== ========
* Net of amounts attributable to minority interests.
The Company believes that FFO is an appropriate measure of operating
performance because real estate depreciation and amortization charges are not
meaningful in evaluating the operating results of the Company's properties
and certain extraordinary items, such as the gain on the sale of real estate
and deferred income tax benefit, would distort the comparative measurement of
performance and may not be relevant to ongoing operations. However, FFO does
not represent cash generated from operating activities in accordance with
generally accepted accounting principles and should not be considered as an
alternative to either net income as a measure of the Company's operating
performance or to cash flows from operating activities as an indicator of
liquidity or cash available to fund all cash flow needs.
Liquidity and Capital Resources
Consolidated Statements of Cash Flows
As of December 31, 2000, unrestricted cash and cash equivalents increased to
$10.4 million from $3.5 million and $3.8 million at December 31, 1999 and
1998, respectively.
16
Net cash provided by operating activities, as reported in the consolidated
statements of cash flows increased to $18.7 million in 2000 from $11.0
million in 1999 and $9.9 million in 1998. These amounts primarily reflect
increased operating income as a result of the Merger in which the Company
acquired 62 shopping centers on June 16, 2000.
In 2000 investing activities provided $22.9 million in net cash. Net cash
used in investing activities amounts to $1.4 million in 1999 and $6.8 million
in 1998. The 2000 amounts reflect $1.6 million of collections on mortgage
notes receivable and $27.5 million for the payoff of the Hilcoast Note and
$3.8 million of proceeds from the sale of a free-standing building in Flint,
Michigan, partially offset by $6.0 million of capital improvements, net
cash used for the merger of CV Reit and Kranzco of $3.5 million and an
increase in restricted cash of $.7 million. The 1999 amounts principally
consist of $1.6 million of capital improvements and $1.2 million used in
connection with the acquisition of three shopping centers, partially offset
by $1.6 million of collections on mortgage notes receivable. The 1998
amounts principally consists of $21.4 million of cash required in connection
the acquisition of seven shopping centers and $2.1 million of capital
improvements, partially offset by $12.7 million of net collections on
mortgage notes and $4.2 million received from the sale of real estate.
Net cash used in financing activities increased to $34.7 million in 2000 from
net cash used in financing activities of $9.9 million in 1999, and $11.2
million in 1998. The 2000 amounts consist of cash distributions of $20.8
million to shareholders, $1.7 million to minority interests and $2.3 million
for the purchase of 146,800 shares of Preferred Series D shares of
beneficial interest, partially offset by $9.8 million of net proceeds from
borrowings. Both 1999 and 1998 amounts consist of cash distributions
amounting to $9.2 million to shareholders. The 1999 amounts also include a
cash distribution of $1.7 million to minority interest partially offset by
$1.6 million of net proceeds from borrowings. The 1998 amounts include cash
distributions of $1.5 million to minority interests and $3.7 million for the
redemption of approximately 300,000 OP units, partially offset by $3.2
million of net borrowings.
Borrowings
At December 31, 2000, borrowings were $500.3 million. Scheduled principal
payments over the next five years are $391.7 million with $108.6 million
due thereafter. Borrowings consist of $393.8 million of fixed rate
indebtedness, with a weighted average interest rate of 7.78% at December 31,
2000, and $106.5 million of variable rate indebtedness with a weighted
average interest rate of 8.99% at December 31, 2000. The borrowings are
collateralized by a substantial portion of the Company's real estate and the
Recreation Notes. The Company expects to refinance certain of these
borrowings, at or prior to maturity, through new mortgage loans on real
estate. The ability to do so, however, is dependent upon various factors,
including the income level of the properties, interest rates and credit
conditions within the commercial real estate market. Accordingly, there can
be no assurance that such refinancing can be achieved.
Effective August 1, 2000, the Company entered into an Amended and Restated
Loan and Credit Facility Agreement (the "Amended Facility") with GMAC
Commercial Mortgage ("GMAC") wherein GMAC increased an existing $100
million facility to a $155 million facility. The Amended Facility is a non-
revolving line of credit with individual loan terms of three years if funds
are advanced within the first twelve months, and two years if funds are
advanced during the thirteenth to the eighteenth months. Advances under the
Amended Facility: (1) must be secured by assets based on specified aggregate
loan to value and debt service coverage ratios, (2) bear interest at an
annual rate of one month LIBOR plus a spread ranging from 185 to 295 basis
points, based on loan to value ratios, and (3) may be drawn only during the
first eighteen months of the credit facility. Additional provisions include
a 1/2% commitment fee, a minimum net worth covenant of $175.0 million, cross-
default and cross-collateralization requirements, and under certain
conditions an exit fee. Advances under the Amended Facility may be used to
fund acquisitions, expansions, renovations, financing and refinancing of real
estate. As of December 31, 2000, the Company had $86.6 million outstanding
under the $155 million Amended Facility, including $45.3 million that was
funded upon closing the Amended Facility on August 1, 2000. These proceeds,
along with $1.2 million in cash, were used to pay off a line of credit that
was assumed in the merger with Kranzco and matured on August 1, 2000.
Interest rate caps in the notional amount of $87.3 million were purchased
upon closing of the Amended Facility. Pursuant to the Amended Facility, the
Company is required to make monthly escrow payments for the payment of
tenant improvements and repair reserves.
17
In 1996, Kranzco entered into a seven year, fixed rate real estate mortgage
loan in the principal amount of $181.7 million (the " Mortgage Loan"), at a
weighted average interest rate of 7.96%, which is inclusive of trustee and
servicing fees. The Mortgage Loan is secured by twenty seven shopping center
properties (the "Mortgaged Properties"). The entire outstanding principal
balance of the Mortgage Loan is due in June 2003. As a condition of the
Mortgage Loan, Kranzco was required to establish a sinking fund account and a
capital and tenant improvement (TI) reserve account. All funds in the
capital and TI reserve account may be used to fund capital improvements,
repairs, alterations, tenant improvements and leasing commissions at the
Mortgaged Properties.
In 1998, Kranzco obtained a $65.9 million fixed rate mortgage loan from
Salomon Brothers Realty Corp. This loan is secured by a first mortgage loan
on nine properties acquired by Kranzco in September 1998. The mortgage loan
bears a fixed interest rate of 7% per annum and requires monthly payments of
interest and principal based on a 30-year amortization. The loan matures on
October 1, 2008. The outstanding balance on the mortgage loan was
approximately $64.6 million as of December 31, 2000. Pursuant to the mortgage
loan, the Company is required to make monthly escrow payments for the payment
of tenant improvements and repair reserves.
In addition, the Company has twenty-eight mortgage loans outstanding as of
December 31, 2000 which were primarily assumed in connection with various
acquisitions of certain shopping centers. These mortgage loans have maturity
dates ranging from 2001 through 2010. Twenty of the twenty-eight mortgage
loans have fixed interest rates ranging from 6.08% to 10.28%. The outstanding
principal balance on these mortgage loans at December 31, 2000 was
approximately $122.6 million. Three mortgage loans with an outstanding
principal balance at December 31, 2000 of $3.4 million have interest rates
payable at a rate adjusted each year equal to the sum of Moody's A Corporate
Bond Index Daily Rate plus 0.125% per annum, rounded up to the next highest
1/8 percentage rate. Two mortgage loans with an outstanding principal balance
at December 31, 2000 of $6.6 million have interest rates payable at a rate
adjusted each year equal to the sum of Moody's A Corporate Bond Index Daily
Rate minus 0.125% per annum, rounded up to the next highest 1/8 percentage
rate. One mortgage loan with an outstanding principal balance at December 31,
2000 of $1.5 million has an interest rate payable at a rate adjusted monthly
to the sum of 30 day LIBOR plus 2.5%. One mortgage loan with an outstanding
principal balance at December 31, 2000 of $3.2 million has an interest rate
payable at a rate adjusted monthly to the sum of 30 day LIBOR plus 1.6%. One
mortgage loan with an outstanding principal balance at December 31, 2000 of
$4.0 million has an interest rate payable at a rate adjusted monthly to the
sum of 6 month LIBOR plus 1.85%.
The Company also has $24.9 million of borrowings consisting of Collateralized
Mortgage Obligation, net of unamortized discount, with a fixed effective
interest rate of 8.84% which are collateralized by the Recreation Notes and
require self-amortizing principal and interest payments through March 2007.
The Company has a margin loan with an outstanding balance of $1.2 million at
December 31, 2000. This loan has an interest rate payable at a rate adjusted
to the sum of the Federal Fund rate plus 1.5%.
The Company has an unsecured line of credit in the amount of $1.0 million
with no outstanding balance at December 31, 2000. This line has an interest
rate payable at a rate adjusted monthly to the sum of the bank's prime rate
plus .5%.
The Company has a secured line of credit in the amount of $3.5 million with
an interest rate payable at a rate adjusted monthly to the sum of 30 day
LIBOR plus 1.8%. At December 31, 2000 there was no outstanding balance on
this line of credit.
Capital Resources
The Company's operating funds are generated from rent revenue net of
operating expense from income producing properties and, to a much lesser
extent, interest income on the mortgage notes receivable. The Company
believes that the operating funds will be sufficient in the foreseeable
future to fund operating and administrative expenses, interest expense,
recurring capital expenditures and distributions to shareholders in
accordance with REIT requirements. Sources of capital for non-recurring
capital expenditures and scheduled principal payments, including balloon
payments, on outstanding borrowings are expected to be obtained from property
refinancings, scheduled
18
principal repayments on the mortgage notes receivable, sales of non-strategic
real estate, the Company's lines of credit and/or potential debt or equity
financing in the public or private markets.
Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). SFAS 133 requires that an
entity recognize all derivative contracts as either assets or liabilities in
statement of financial position and to measure them at fair value. The
statement is effective for all fiscal quarters of fiscal years beginning with
2001. This pronouncement is not expected to have a material impact in the
Company's financial position or results of operations.
Inflation
During recent years, the rate of inflation has remained at a low level and
has had minimal impact on the Company's operating results.
Most of the tenant leases contain provisions designed to lessen the impact of
inflation. These provisions include escalation clauses which generally
increase rental rates annually based on cost of living indexes (or based on
stated rental increases which are currently higher than recent cost of living
increases), and percentage rentals based on tenant's gross sales, which
generally increase as prices rise. Many of the leases are for terms of less
than ten years which increases the Company's ability to replace those leases
which are below market rates with new leases at higher base and/or percentage
rentals. In addition, most of the leases require the tenants to pay their
proportionate share of increases in operating expenses, including common area
maintenance, real estate taxes and insurance.
However, in the event of significant inflation, the Company's operating
results could be adversely affected if general and administrative expenses
and interest expense increases at a rate higher than rent income or if the
increase in inflation exceeds rent increases for certain tenant leases which
provide for stated rent increases (rather than based on cost of living
indexes).
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The Company's primary exposure to market risk is to changes in interest
rates. The Company has both fixed and variable rate debt. The Company has
$500.3 million of debt outstanding as of December 31, 2000 of which $393.8
million, or 78.7%, has been borrowed at fixed rates ranging from 6.08% to
10.28% with maturities through 2010. As these debt instruments mature, the
Company typically refinances such debt at their existing market interest
rates which may be more or less than interest rates on the maturing debt.
Changes in interest rates have different impacts on the fixed and variable
rate portions of the Company's debt portfolio. A change in interest rates
impacts the net market value of the Company's fixed rate debt, but has no
impact on interest incurred or cash flows on the Company's fixed rate debt.
Interest rate changes on variable debt impacts the interest incurred and cash
flows but does not impact the net market value of the debt instrument. Based
on the variable rate debt of the Company as of December 31, 2000, a 100 basis
point increase in interest rates would result in an additional $.9 million in
interest incurred per year and a 100 basis point decline would lower interest
incurred by $.9 million per year. To ameliorate these risks, the Company has
entered into interest rate Swap and Cap Agreements in the notional amounts of
$28.7 million and $87.3 million, respectively. The specific terms of the Swap
and Cap Agreements are more fully discussed in Note 5 to the consolidated
financial statements.
19
Item 8. Financial Statements and Supplementary Data
Table of Contents to Consolidated Financial Statements
Page
----
Report of Independent Certified Public Accountants 21
Consolidated Financial Statements:
Balance Sheets - December 31, 2000 and 1999 22
Statements of Income - Years Ended December 31, 2000,
1999, and 1998 23
Statements of Beneficiaries' Equity - Years Ended
December 31, 2000, 1999 and 1998 24
Statements of Cash Flows - Years Ended
December 31, 2000, 1999 and 1998 25
Notes to Consolidated Financial Statements 26-38
Consolidated Financial Statements Schedule :
Schedule III - Real Estate and Accumulated Depreciation 39-41
Schedule IV - Mortgage Loans on Real Estate 42
Schedules, other than those listed above, are omitted because they are not
required, or because the information required is included in the consolidated
financial statements or the notes thereto.
20
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
Kramont Realty Trust
Plymouth Meeting, PA
We have audited the accompanying consolidated balance sheets of Kramont
Realty Trust and subsidiaries as of December 31, 2000 and 1999 and the
related consolidated statements of income, beneficiaries' equity and cash
flows for each of the three years in the period ended December 31, 2000. We
have also audited the schedules listed in the accompanying index. These
financial statements and the schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and schedules 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 significant 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Kramont
Realty Trust and subsidiaries at December 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.
Also, in our opinion, the schedules present fairly, in all material respects,
the information set forth therein.
BDO SEIDMAN, LLP
New York, New York
February 28, 2001
21
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
ASSETS December 31,
2000 1999
--------- ---------
Real estate - income producing, net
of accumulated depreciation $ 685,281 $ 173,076
Mortgage notes receivable 37,240 63,385
Investments in unconsolidated affiliates 3,137 3,390
Cash and cash equivalents (includes
$1,574 and $890 restricted) 11,941 4,385
Other real estate 5,452 5,503
Receivables and accrued income 8,395 2,164
Prepaid expenses and other 12,531 5,858
--------- ---------
Total assets $ 763,977 $ 257,761
========= =========
LIABILITIES AND BENEFICIARIES' EQUITY
LIABILITIES:
Mortgages and notes payable $ 500,294 $ 156,329
Accounts payable and other liabilities 14,137 3,987
Distributions payable 8,355 3,037
--------- ---------
Total liabilities 522,786 163,353
========= =========
Minority interests in Operating Partnerships 15,989 16,846
--------- ---------
BENEFICIARIES' EQUITY:
Convertible preferred shares of beneficial
interest, Series A-1, $0.01 par value;
authorized 11,155 shares; outstanding 11,155
shares as of December 31, 2000 1 -
Convertible preferred shares of beneficial
interest, Series B-1, $0.01 par value;
authorized 1,235,000 shares; outstanding
1,183,277 shares as of December 31, 2000 11 -
Redeemable preferred shares of beneficial
interest, Series D, $0.01 par value;
authorized 2,070,000 shares; outstanding
1,800,000 shares as of December 31, 2000 18 -
Common shares of beneficial interest, $0.01
par value; authorized 96,683,845 shares;
outstanding, 18,752,912 and 7,966,621
as of December 31, 2000 and December 31, 1999,
respectively 188 80
Additional paid-in capital 176,227 18,490
Retained earnings 51,785 58,992
Treasury stock, Redeemable preferred shares of
beneficial interest Series D, 146,800 shares
as of December 31, 2000, at cost (2,349) -
--------- --------
225,881 77,562
Unearned compensation on restricted shares
of beneficial interest (680) -
--------- --------
Total beneficiaries' equity $ 225,201 $ 77,562
--------- --------
Total liabilities and beneficiaries' equity $ 763,977 $257,761
========= ========
See accompanying notes to consolidated financial statements.
22
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except share and per share data)
Year Ended December 31,
-------------------------------
2000 1999 1998
Revenues:
Rent $ 69,564 $ 25,555 $ 17,155
Interest, principally from
mortgage notes 8,076 8,008 8,854
--------- --------- ---------
77,640 33,563 26,009
--------- --------- ---------
Expenses:
Interest 29,545 11,743 8,355
Operating 17,918 7,621 5,184
Depreciation and amortization 10,113 4,078 2,707
General and administrative 4,802 1,768 1,693
--------- --------- ---------
62,378 25,210 17,939
--------- --------- ---------
15,262 8,353 8,070
Equity in income of unconsolidated
affiliates 485 238 547
Prepayment penalty and gains on sale of
real estate 3,144 - 2,347
Non-recurring items - - (300)
Minority interests in income of
Operating Partnerships (1,255) (1,344) (1,855)
--------- --------- ---------
Net Income before income tax benefit 17,636 7,247 8,809
Deferred income tax benefit - - (7,041)
--------- --------- ---------
Net Income 17,636 7,247 15,850
Preferred share distributions (4,245) - -
--------- --------- ---------
Net income to common shareholders $ 13,391 $ 7,247 $ 15,850
========= ========= =========
Per common share:
Net income, basic and diluted $ .97 $ .91 $ 1.99
========= ========= =========
Dividends declared $ 1.27 $ 1.16 $ 1.16
========= ========= =========
Average common shares outstanding:
Basic 13,857,409 7,966,621 7,966,621
========== ========= =========
Diluted 13,858,427 7,966,621 7,966,621
========== ========= =========
See accompanying notes to consolidated financial statements.
23
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF BENEFICIARIES' EQUITY
(in thousands)
Unearned
Preferred Compensation
Common Preferred Shares of on Restricted
Shares of Shares of Beneficial Additional Shares of
Beneficial Par Beneficial Interest Paid in Retained Treasury Beneficial
Interest Value Interest Par Value Capital Earnings Stock Interest
BALANCE, JANUARY 1, 1998 7,967 $ 80 - $ - $ 18,490 $ 54,377 $ - $ -
Net Income - - - - - 15,850 - -
Distributions on Common Shares - - - - - (9,241) - -
--------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 7,967 80 - - 18,490 60,986 - -
--------------------------------------------------------------------------------------------
Net Income - - - - - 7,247 -
Distributions on Common Shares - - - - - (9,241) - -
--------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 7,967 80 - - 18,490 58,992 - -
--------------------------------------------------------------------------------------------
Net Income - - - - - 17,636 -
Acquisition of Kranzco 10,566 106 2,994 30 155,638 - - -
Issuance of Common Shares - employee 75 1 - - 761 - - (762)
OP Units exchanged for common shares 145 1 - - 1,338 - - -
Repurchase of preferred D Shares - - - - - - (2,349)
Accretion of unearned compensation - - - - - - - 82
Distributions on Common Shares - - - - - (20,598) - -
Distributions on Preferred Shares - - - - - (4,245) - -
--------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000 18,753 $ 188 2,994 $ 30 $ 176,227 $ 51,785 $ (2,349) $ (680)
============================================================================================
24
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2000 1999 1998
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17,636 $ 7,247 $ 15,850
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization 10,113 4,078 2,707
Amortization of unearned compensation on
restricted shares of beneficial Interest 82 - -
Equity in depreciation and amortization of
unconsolidated affiliates 179 176 171
Minority interests in income of Operating
Partnership 1,255 1,344 1,855
Gain on sale of assets (3,144) - (2,347)
Deferred income tax benefit - (7,041)
Changes in assets and liabilities,
net of effects from acquisitions:
Increase in receivables, accrued income,
prepaid expenses and other assets (5,547) (2,404) (2,069)
Increase (decrease) in accounts payable
and other liabilities (1,907) 565 743
--------- -------- --------
Net cash provided by operating activities 18,667 11,006 9,869
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 1,645 1,603 17,854
Proceeds from payoff of mortgage
note receivable 27,495
Acquisitions, net of cash acquired (3,514) (1,173) (21,364)
Capital improvements (5,974) (1,635) (2,069)
Funding on mortgage notes receivable - - (5,190)
Proceeds from sale of real estate 3,769 - 4,151
Change in restricted cash (684) - -
Other 124 (243) (146)
--------- -------- --------
Net cash provided by (used in)
investing activities 22,861 (1,448) (6,764)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 72,879 24,858 8,366
Repayments of borrowings (82,683) (23,298) (5,196)
Cash distributions paid on common shares (16,813) (9,204) (9,249)
Cash distributions paid on preferred shares (3,985) - -
Distributions to minority interests (1,705) (1,718) (1,470)
Purchase of preferred shares (2,349)
Redemption of Operating Partnership units - (546) (3,665)
--------- -------- --------
Net cash used in financing activities (34,656) (9,908) (11,214)
--------- -------- --------
Net (decrease) increase in unrestricted cash
and cash equivalents 6,872 (350) (8,109)
Unrestricted cash and cash equivalents
at the beginning of the period 3,495 3,845 11,954
--------- -------- --------
Unrestricted cash and cash equivalents at
the end of the period $ 10,367 $ 3,495 $ 3,845
========= ======== ========
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 27,786 $ 11,038 $ 7,542
========= ======== ========
Acquisitions:
Fair value of assets acquired $(536,061) $(34,264) $(74,561)
Liabilities assumed or incurred 375,841 33,091 53,047
Operating Partnership units issued - - 150
Preferred shares of beneficial interest
issued 51,040 - -
Common shares of beneficial
interest issued 105,666 - -
--------- -------- --------
Cash (paid) for acquisitions, net
of cash acquired $ (3,514) $ (1,173) $ (21,364)
========= ======== ========
Accrued acquisition costs $ 1,465
========= ======== ========
Supplemental disclosure of non-cash
transactions
Stock issued in exchange for
promissory note $ 762
=========
Adjustment to additional paid in capital
as a result of acquisition $ (932)
=========
Adjustment to minority interests as a
result of acquisition $ 932
=========
See accompanying notes to consolidated financial statements
25
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Organization and Business
Kramont Realty Trust ("Kramont") is a self-administered, self-managed REIT
which is engaged in the ownership, acquisition, redevelopment, management and
leasing of community and neighborhood shopping centers. Kramont does not
directly own any assets other than its interest in Kramont Operating
Partnership, L.P. , ("Kramont OP") and Montgomery Operating Partnership,
L.P., ("Montgomery OP") (together with their wholly-owned subsidiaries
hereinafter collectively referred to as the "OPs"). Kramont and its
consolidated subsidiaries are hereinafter referred to as the "Company". The
OP's own all of the Company's other assets and hold such assets and conduct
its operations through an Umbrella Partnership REIT ("UPREIT") structure. As
of December 31, 2000, the Company owned 93.49% of Kramont OP and is its sole
general partner. As of December 31, 2000, the Company owned 99.87% of the
beneficial interest of Montgomery OP and owned 100% of its sole general
partner.
As described in Note 2, the Company acquired its assets through the merger
of the businesses of Kranzco and CV Reit into Kramont effective as of June
16, 2000 (the "Merger").
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Kramont and the Company including the OPs. The Company owns an approximately
95% economic interest in Drexel Realty, Inc. ("Drexel"), a real estate
management and leasing company, and owns 45%-50% interests in certain real
estate partnerships, which are accounted for on the equity method.
Significant intercompany accounts and transactions have been eliminated in
consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported statements of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Real Estate - Income Producing ("Real Estate")
Real Estate is carried at cost, net of accumulated depreciation. Depreciation
is provided over the estimated useful lives of the assets (7 to 40 years) on
the straight-line method.
The Company evaluates its long-lived assets, including its Real Estate, for
impairment based on the undiscounted future cash flows of the asset. If a
long-lived asset is identified as impaired, the value of the asset must be
reduced to its fair value.
Revenue Recognition
Rental revenue is recognized on a straight-line basis over the terms of the
leases. The majority of leases provide for reimbursement to the Company of
the tenants' share of common area maintenance costs, insurance and real
estate taxes, which are recorded on the accrual basis.
26
Mortgage Notes Receivable, Other Real Estate
Mortgage notes receivable are carried at the lower of cost or estimated net
realizable value. Accrual of interest is discontinued when management
believes, after considering economic and business conditions and collection
efforts, that timely collection is doubtful.
Other real estate principally consists of three parcels of unimproved
commercial land, totaling 38 acres located on southeast Florida, acquired by
deed in lieu of foreclosure and held for resale . These properties are
carried at the lower of cost or fair value less selling costs. Carrying costs
and subsequent declines in fair value are charged to operations as incurred.
In evaluating possible losses, management takes into consideration
appropriate information which may include the borrower's cash flow
projections, historical operating results and financial strength, pending
sales, adverse conditions that may affect the borrower's ability to repay,
appraisals and current economic conditions.
Dividends and Income Taxes
The Company expects to continue to qualify as a REIT under the provisions of
Section 856-860 of the Internal Revenue Code. As a REIT, in 2000 the Company was
required to distribute at least 95% of its ordinary taxable income to
shareholders and was permitted to deduct such distributions from taxable income.
Effective 2001, the Company is required to distribute 90% of its ordinary income
to shareholders and is still permitted to deduct such distributions from taxable
income. A REIT is not required to distribute capital gain income but to the
extent it does not, it must pay the applicable capital gain income tax unless it
has ordinary losses to offset such capital gain income.
As a result of the conversion to the OP structure, the Company does not
expect to be subject to federal income taxes in the future as it intends to
distribute ordinary and capital gain income. Accordingly, during 1998, the
Company reversed the existing net deferred tax liability, which arose from
sales reported on the installment method for income tax purposes, and
recorded a deferred tax benefit of $7.0 million.
As of December 31, 2000, the Company has aggregate net operating loss
carryforwards for tax purposes of approximately $13.5 million, expiring $7.1
million in 2007 and $6.4 million in 2006.
Interest Rate Risk Management
The Company uses interest rate swaps and caps to manage its exposure to
interest rate changes on its borrowings and lowering the Company's overall
borrowing costs. The cost of the interest-rate cap agreements are amortized
to interest expense over the terms of the caps. The unamortized cost is
included in other assets in the consolidated balance sheet. Amounts
receivable or payable under swap or cap agreements are reflected in interest
expense. The Company does not engage in trading of derivatives. All such
financial instruments are used to manage interest rate risk.
Net Income Per Common Share
Basic income per share is computed using net income applicable to common
shareholders divided by the weighted average number of common shares
outstanding. Diluted earnings per share include the dilutive effect of
outstanding options for which the average market price exceeded the exercise
price. The convertible preferred shares were not dilutive and were therefore
not included in the computation of dilutive earnings per share.
27
Statements of Cash Flows
For financial statement purposes, the Company considers all highly liquid
investments with initial maturities of three months or less to be cash
equivalents.
New Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). SFAS 133 requires that an
entity recognize all derivative contracts as either assets or liabilities in
statement of financial position and to measure them at fair value. The
statement is effective for all fiscal quarters of fiscal years beginning with
2001. This pronouncement is not expected to have a material impact in the
Company's financial position or results of operations.
(2) Acquisitions
CV Reit and Kranzco entered into an Agreement and Plan of Reorganization and
Merger dated as of December 10, 1999, which was adopted and approved by the
shareholders of both companies on June 6, 2000. Terms of the Merger called
for holders of common shares of both companies to each receive one Common
Share for each outstanding common share of CV Reit and Kranzco on a tax-free
basis and for holders of Kranzco preferred shares to receive in exchange for
such Kranzco preferred shares, Kramont preferred shares with the same rights.
The Merger was accounted for as a purchase by CV Reit of Kranzco for
accounting purposes because, among other things, for a period of at least two
years a majority of the Board of Trustees of Kramont will consist of former
members of the CV Reit Board of Directors, and CV Reit's former Chief
Executive Officer became the Chief Executive Officer of Kramont. Accordingly,
the purchase price of $172.0 million, including $15.0 million of acquisition
costs, was allocated to Kranzco's assets acquired and liabilities assumed
based on their estimated fair values. The operating results of the net
assets acquired are included in the consolidated financial statements from
the effective date of the merger which was June 16, 2000. The historical
amounts included in the accompanying consolidated financial statements prior
to June 16, 2000 represent those of CV Reit.
The following unaudited proforma data summarizes the consolidated results of
operations for the twelve month periods indicated as if the acquisition had
occurred on January 1, 1999. The proforma results do not purport to be
indicative of the results of operations which would have actually been
reported had the acquisitions been consummated on those dates, or which may
be reported in the future (in thousands, except per share data):
December 31, 2000 December 31, 1999
----------------- -----------------
Revenues $ 114,204 $ 111,665
Net income before preferred
distribution $ 24,805 $ 26,024
Net income to common shareholders $ 16,946 $ 18,121
Net income per common share, basic
and diluted $ .90 $ .97
(3) Real Estate
(a) Real Estate is located in 16 states and consists of (in thousands):
December 31, 2000 December 31, 1999
----------------- -----------------
Land $ 120,386 $ 18,302
Shopping centers 577,059 156,949
Office buildings 5,002 4,933
--------------- --------------
Total 702,447 180,184
Less accumulated depreciation (17,166) (7,108)
--------------- --------------
Net Real Estate $ 685,281 $ 173,076
=============== ==============
28
(b) Real Estate is leased to tenants under leases expiring at various dates
through 2022, some of which contain renewal options of up to 55 years. Most
of the leases require base rentals payable monthly in advance; additional
rentals based on reimbursements of common area maintenance, insurance and
real estate taxes and in some leases, based on a percentage of tenants'
sales; and, rent increases based on cost-of-living indexes.
During 2000 and 1999, the Company recognized income from reimbursements of
common area maintenance, insurance, real estate taxes and percentage rent of
$15.4 million and $6.5 million, respectively. As of December 31, 2000 future
minimum rental income under noncancelable operating leases, excluding rentals
from the exercise of renewal options, is as follows (in thousands):
Year ending December 31, (in thousands)
2001 $ 76,641
2002 70,269
2003 63,715
2004 55,440
2005 47,563
Thereafter 232,996
--------------
Total $ 546,624
==============
(c) Real Estate with a net book value of $670.6 million, at December 31,
2000, is pledged as collateral for borrowings (Note 5).
(d) On October 31, 2000, the Company sold its 80,000 square foot, free-
standing property in Flint, Michigan for net cash proceeds of $1.6 million
and recognized a gain of $150,000.
(4) Mortgage Notes Receivable
At December 31, 2000, the Company's mortgage notes receivable consisted of
$37.2 million collateralized by first mortgages on the recreation facilities
at three Century Village adult condominium communities in southeast Florida
(collectively, the "Recreation Notes"). The Recreation Notes provide for
self-amortizing equal monthly principal and interest payments due through
2012 per annum, bear interest ranging from 8.84% to 13.5% and contain certain
prepayment prohibitions. The Recreation Notes are pledged as collateral for
certain borrowings (see Note 5).
The mortgage notes receivable at December 31, 2000 mature as follows (in
thousands):
One year or less $ 1,744
After one year through five years 9,668
After five years 25,828
---------------
Totals $ 37,240
===============
29
(5) Borrowings
Borrowings consist of (in thousands):
December 31, December 31,
2000 1999
------------ ------------
Mortgage notes payable through June 2003
under fixed rate real estate
loan, interest fixed at an average rate of
7.96%, collateralized by mortgages on
Real Estate (see Notes 3 and 5b) $ 181,700 $ -
Mortgage notes payable through November 2010,
interest ranging from 6.08% to 10.28%
per annum, collateralized by mortgages
on Real Estate (see Note 3). 141,281 78,720
Mortgage notes payable through August 2003
under $155 million credit facility, interest
at one month LIBOR (6.80% at December 31, 2000)
plus a minimum of 1.85% to a maximum of 2.95%,
collateralized by mortgages on Real Estate
(see Note 5a) and certain of the Recreation
Notes (see Note 3). 86,611 49,036
Mortgage notes payable through October 2008
under a fixed rate mortgage, interest fixed
at 7.00%, collateralized by mortgages on
Real Estate (see Notes 3 and 5c) 64,551 -
Collateralized Mortgage Obligations, net of
unamortized discount of $336,000 and $439,000
based on a fixed effective interest rate of 8.84%,
collateralized by certain of the Recreation Notes
(see Note 4), quarterly self-amortizing principal
and interest payment required through March 2007. 24,946 27,823
Margin loan, interest at Federal Funds rate
plus 1.50%, (7.98% at December 31, 2000),
maturing January 29, 2001. 1,205 -
$3.5 million revolving credit facility,
interest at one month LIBOR plus 1.80%
(8.60% at December 31, 2000), maturing
June 2001, collateralized by Real Estate. - 750
$1 million unsecured credit facility,
interest at the Prime rate (9.00% at
December 31, 2000) , maturing May, 2001 - -
--------- ---------
Totals $ 500,294 $ 156,329
========= =========
(a) Effective August 1, 2000, the Company entered into an Amended and
Restated Loan and Credit Facility Agreement (the "Amended Facility") with
GMAC Commercial Mortgage ("GMAC") wherein GMAC increased an existing $100
million facility to a $155 million facility. The Amended Facility is a non-
revolving line of credit with individual loan terms of three years if funds
are advanced within the first twelve months, and two years if funds are
advanced during the thirteenth to the eighteenth months. Advances under the
Amended Facility: (1) must be secured by assets based on specified aggregate
loan to value and debt service coverage ratios, (2) bear interest at an
annual rate of one month LIBOR plus a spread ranging from 185 to 295 basis
points, based on loan to value ratios, and (3) may be drawn only during the
first eighteen months of the credit facility. Additional provisions include
a 1/2% commitment fee, a minimum net worth covenant of $175.0 million, cross-
default and cross-collateralization requirements, and under certain
conditions an exit fee. Advances under the Amended Facility may be used to
fund acquisitions, expansions, renovations, financing and refinancing of real
estate. As of December 31, 2000, the Company had $86.6 million outstanding
under the $155 million Amended Facility, including $45.3 million that was
funded upon closing the Amended Facility on August 1, 2000. These proceeds,
along with $1.2 million in cash, were used to pay off a line of credit that
was assumed in the merger with Kranzco and matured on August 1, 2000.
Pursuant to the Amended Facility, the Company is required to make monthly
escrow payments for the payment of tenant improvements and repair reserves.
30
(b) In 1996, Kranzco entered into a seven year, fixed rate real estate
mortgage loan in the principal amount of $181.7 million (the " Mortgage
Loan"), at a weighted average interest rate of 7.96%, which is inclusive of
trustee and servicing fees. The Mortgage Loan is secured by twenty seven
shopping center properties (the "Mortgaged Properties"). The entire
outstanding principal balance of the Mortgage Loan is due in June 2003. The
Mortgage Loan requires to establish a sinking fund account and a capital and
tenant improvement (TI) reserve account. All funds in the capital and TI
reserve account may be used to fund capital improvements, repairs,
alterations, tenant improvements and leasing commissions at the Mortgaged
Properties.
(c) In 1998, Kranzco obtained a $65.9 million fixed rate mortgage loan from
Salomon Brothers Realty Corp. This mortgage loan is secured by nine
properties acquired by Kranzco in September 1998. The mortgage loan bears a
fixed interest rate of 7% per annum and requires monthly payments of interest
and principal based on a 30-year amortization. The mortgage loan matures on
October 1, 2008. The outstanding balance on the mortgage was approximately
$64.6 million as of December 31, 2000. Pursuant to the mortgage loan, the
Company is required to make monthly escrow payments for the payment of
tenant improvements and repairs.
(d) The Montgomery OP has agreed that it will not prepay or refinance
certain of the mortgage notes prior to July 31, 2002, without the consent of
certain of the limited partners of the Montgomery OP.
(e) Maturities of borrowings are as follows (in thousands):
2001 $ 12,049
2002 12,403
2003 308,440
2004 46,804
2005 12,043
Thereafter 108,555
---------
Total $ 500,294
=========
(f) In March and May 1999, the Company entered into three interest rate swap
contracts with an aggregate notional amount of $28.7 million, which expire in
2004. The interest rate swaps have an effective interest rate of 6.63% on
$28.7 million of the Company's debt. In August 2000, interest rate caps in
the notional amount of $87.3 million were purchased upon closing of the
Amended Facility. The interest rate is capped at 300 basis points, 350 basis
points, and 400 basis points over the 30 day LIBOR rate of 6.62% for years
one, two, and three, respectively.
(6) Disposition of Assets
On October 31, 2000 the Company sold an 80,000 square foot, free-standing
building located in Flint, MI. As a result of this sale the Company recorded
gross proceeds of $3.9 million and a net gain on the sale of approximately
$150,000. The proceeds of the sale were used to pay down debt obligations of
approximately $2.3 million and for general corporate purposes.
The Company also received a payoff of its Hilcoast Note Receivable on
December 22, 2000. As a result of this transaction the Company received $27.5
million consisting of the entire $24.5 million principal balance of the real
estate mortgage note and a prepayment penalty of $3.0 million. The proceeds
of the sale were used to pay down debt obligations of approximately $18.5
million and for investment and general corporate purposes.
31
(7) Segment Reporting
Effective December 31, 1997, CV Reit became an equity REIT engaged in the
acquisition, leasing and management of shopping centers. Although the Company
no longer invests in new mortgage notes receivable, it continues to hold its
Recreation Notes (Note 4) and, as result, the following disclosure includes
information on those investments (in thousands):
Income Mortgage
Producing Notes
Real Estate Receivable Other Consolidated
----------- ---------- ----- ------------
Year Ended December 31, 2000:
Total revenues $ 69,512 $ 7,623 $ 505 $ 77,640
======== ======= ====== =========
Net operating income before
interest expense $ 51,800 $ 7,623 $ 299 $ 59,722
======== ======= ====== =========
Net operating income after
interest expense $ 25,631 $ 4,247 $ 299 $ 30,177
======== ======= ====== =========
Net operating income from reportable
Segments $ 30,177
Depreciation and amortization (10,113)
General, administrative and other (4,317)
Gain on sale of assets 3,144
Minority interests in income of OP's (1,255)
Preferred share distributions (4,245)
---------
Net income to common shareholders $ 13,391
=========
Year Ended December 31, 1999:
Total revenues $ 25,480 $ 7,878 $ 205 $ 33,563
======== ======= ====== =========
Net operating income before
interest expense $ 18,020 $ 7,878 $ 44 $ 25,942
======== ======= ====== =========
Net operating income after
interest expense $ 9,685 $ 4,470 $ 44 $ 14,199
======== ======= ====== =========
Net operating income from reportable
Segments $ 14,199
Depreciation and amortization (4,078)
General, administrative and other (1,530)
Minority interests in income of OP (1,344)
Net income to common shareholders $ 7,247
=========
Year Ended December 31, 1998:
Total revenues $ 16,853 $ 8,471 $ 685 $ 26,009
======== ======= ====== =========
Net operating income before
interest expense $ 11,868 $ 8,471 $ 486 $ 20,825
======== ======= ====== =========
Net operating income after
interest expense $ 6,554 $ 5,430 $ 486 $ 12,470
======== ======= ====== =========
32
Net operating income from reportable
Segments $ 12,470
Depreciation and amortization (2,707)
General, administrative and other (1,446)
Gain on sale of real estate 2,347
Minority interests in income of OP (1,855)
---------
Net income to common shareholders $ 8,809
=========
At December 31, 2000:
Investment in real estate and
mortgage notes receivable $685,281(a) $37,240 $8,589 $ 731,110
======== ======= ====== =========
Borrowings $474,143 $24,946 1,205 $ 500,294
======== ======= ====== =========
At December 31, 1999:
Investment in real estate and
mortgage notes receivable $173,076(a) $63,385 $8,893 $ 245,354
======== ======= ====== =========
Borrowings $119,520 $36,809 $ - $ 156,329
======== ======= ====== =========
At December 31, 1998:
Investment in real estate and
mortgage notes receivable $142,708(a) $64,988 $8,786 $216,482
======== ======= ====== =========
Borrowings $ 91,478 $30,455 $ - $121,933
======== ======= ====== =========
(a) Includes $525.3 million, $34,634 and $75,397 of additions during the
years ended December 31, 2000, 1999 and 1998, respectively, and $3.4 million
of dispositions during December 31, 2000.
(8) Contingencies
The Company is subject to various claims and complaints relative to its
business activities. In the opinion of management, the ultimate disposition
of these matters will not have a material adverse effect on the Company's
financial position.
(9) Related Party Transactions
Norman M. Kranzdorf
In connection with the Merger, the Company assumed a lease by Norman
Kranzdorf to Kranzco of a three-story building containing approximately
20,000 square feet located at 128 Fayette Street, Conshohocken, Pennsylvania,
which served as Kranzco's headquarters prior to the Merger. From June 2000,
through December 2000 the Company paid $76,900 in rent under the lease. The
Company also paid $18,600 for real estate taxes, utilities, repairs and
other costs and expenses in connection with the use and occupancy of the
building. The building was sold by Mr. Kranzdorf on March 15, 2001 and the
lease was cancelled at that time.
33
Hilcoast/H. Irwin Levy ("Mr. Levy")
In 1981, CV Reit sold the recreation facilities at the Century Village in
Boca Raton to Mr. Levy for $18 million, subject to a lease to a corporation
currently owned by Mr. Levy. (The annual net rental to Mr. Levy on that
lease is $2.2 million.) At closing, Mr. Levy issued a 30-year non-recourse
promissory note to CV Reit in the principal amount of $12.5 million which
bears interest at 13.25% per annum. At December 31, 2000, the outstanding
balance on this note was $10.0 million. During 2000, the Company recognized
$1.2 million in interest income on this note.
Since 1990, companies owned by Mr. Levy and/or certain members of his family
have leased, managed and operated the recreation facilities at the Century
Villages in West Palm Beach, Deerfield Beach and Boca Raton, which are
collateral for certain notes held by the Company with an outstanding balance
of $37.2 million (including the $10.0 million discussed above) at December
31, 2000. During 2000, the Company leased approximately 2,500 square feet of
office space to those companies on a month-to-month basis for $2,100 per
month, plus an allocation of utility expenses.
Mr. Levy is Chairman of the Board, Chief Executive Officer and a majority
stockholder of Hilcoast Development Corp. ("Hilcoast") which as of December
31, 1999, owed $24.7 million to the Company, consisting of an 11% mortgage
note (the "Hilcoast Note") collateralized by first mortgages on the
recreation facilities at the Century Village at Pembroke Pines, Florida
active adult condominium project. The Hilcoast Note required equal monthly
payments of principal and interest aggregating approximately $2.9 million per
annum through 2023 and could not be prepaid by Hilcoast without a prepayment
penalty. The Board of Trustees determined that the early prepayment of the
Hilcoast Note was in the best interest of the Company, and in December 2000,
Hilcoast repaid the outstanding balance of the note of $24.5 million and a
prepayment penalty of $3.0 million to the Company. Mr. Levy was excluded
from the approval process. The Company received a fairness opinion from
Landauer Associates, Inc. as to the price and amount of the prepayment
penalty. During 2000, the Company received $2.6 million in interest income
from Hilcoast on the Hilcoast Note.
Effective July 31, 1992, CV Reit and Hilcoast entered into a consulting and
advisory agreement under which Hilcoast provided certain investment advisory,
consulting and administrative services to CV Reit, excluding matters related
to Hilcoast's loans from CV Reit. The agreement provided for the payment of
$10,000 per month to Hilcoast, plus reimbursement for reasonable out-of-
pocket expenses. The agreement was amended upon closing of the Merger. The
amended agreement provided for the payment of $5,000 per month to Hilcoast,
plus reimbursement for reasonable out-of-pocket expenses. The amended
agreement was terminated on December 31, 2000. During 2000, the Company paid
$90,000 under this agreement, plus expense reimbursement.
Louis P. Meshon, Sr.
On June 16, 2000, the Company sold to Mr. Louis P. Meshon, Sr. 75,000
restricted Common Shares at the then current market price per Common Share of
$10.16 for a total of $ 762,000 evidenced by a full recourse promissory note
that matures on June 15, 2005. The note and the collateral therefore
consisting of the restricted Common Shares, and Mr. Meshon's obligations
under the note, will terminate on the earlier to occur of: (i) the note's
full satisfaction, (ii) the note's fifth anniversary (if Mr. Meshon is still
employed by the Company), or (iii) the termination of Mr. Meshon's employment
following a change of control, termination of the employment of Mr. Meshon
without cause or by Mr. Meshon for good reason, or because of Mr. Meshon's
death or disability. The Company will pay to him an amount equal to any taxes
payable by him, on a full gross-up basis, at the time his obligations under
the note terminate. The note has been reflected as unearned compensation in
the statement of beneficiaries' equity and is being amortized over five years
to compensation expense.
Louis P. Meshon, Sr. and Patricia Meshon, in the aggregate, own 99% of the
voting stock (a 5% equity interest) in Drexel Realty, Inc. ("Drexel"), the
management company in which Montgomery CV Realty L.P. owns 1% of the voting
stock and 100% of the non-voting stock (a 95% equity interest). In 2000,
Drexel did not make any payments to Mr. Meshon.
34
In addition, Drexel manages the following third-party owned properties in
which Louis P. Meshon, Sr. has the following partnership interests:
Properties Meshon Partnership
---------- Interest Percentage
-------------------
Renaissance Plaza 20.75%
Montgomery A.C., Inc. (owns 50.00%
1% general partnership
interest in Renaissance Plaza)
Laurel Mall (indirect ownership 29.00%
through MTGY Associates)
(Louis P. Meshon, Sr. owns 100% of the
corporate general partner of Laurel Mall)
Lane Plaza Associates (holds a cash-flow 25.00%
mortgage on Weis Plaza, which is a
third-party managed property) (Louis P.
Meshon, Sr. is general partner of Lane Plaza
Associates)
In 2000, the owners of these properties paid Drexel $294,859 for these
management services and leasing commissions.
(10) Major Tenants and Borrowers
During 2000 and 1999, there was no single tenant or borrower who accounted
for 10% or more of the Company's revenues, or CV Reit's and Kranzco's
revenues prior to the Merger. During 1998, interest income from one borrower
(Hilcoast) provided 12% of CV Reit's total revenues.
(11) Fair Value of Financial Instruments
The estimated fair values of the Company's financial instruments are as
follows:
December 31,
2000 1999
--------------------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- -------- -------- --------
Real estate mortgage notes
receivable $ 37,240 $ 47,849 $ 63,385 $ 79,238
Cash and cash equivalents 11,941 11,941 4,385 4,385
Borrowings (500,294) (496,853) (156,329) (156,734)
Real estate mortgage notes receivable - The fair value of the fixed rate,
Recreation Notes (Note 4) is estimated by discounting the future cash flows
using the current rates at which similar loans would be made with similar
credit ratings and for the same remaining maturities.
Borrowings rates currently available to the Company for debt with similar
terms and remaining maturities are used to estimate the fair value of the
Company's borrowings.
35
(12) Beneficiaries' Equity
Preferred Shares of Beneficial Interest
The Series A-1 Increasing Rate Cumulative Convertible Preferred Shares of
Beneficial Interest ("Preferred A") with a face amount of $1,000 per share,
have a distribution rate of 6.25% at December 31, 2000 increasing to 6.5%
during 2001 and thereafter. The Preferred A's are redeemable by the Company
at any time at their liquidation preference of $1000 per share and are
convertible into the Company's Common Shares at a rate of 16.67% annually
commencing in 2000, with a maximum of 50% convertible in any one year. The
Preferred A's are convertible into that number of Common Shares as would
result in the holder receiving the same amount of distributions from the
Common Shares at the applicable conversation dates as they received as a
holder of the Preferred A, up to a maximum of the greater of 500,000 Common
Shares or 5% of the then outstanding Common Shares.
The Series B-1 Cumulative Convertible Preferred Shares of Beneficial Interest
("Preferred B") with a face amount of $25.00 per share, have a liquidation
preference of $25.00 and a distribution rate of 9.75% per annum, paid
quarterly. The Preferred B's are convertible into Common Shares at $17.71 per
share.
The Series D Cumulative Redeemable Preferred Shares of Beneficial Interest
("Preferred D") with a face amount of $25.00 per share, have a $25.00 per
share liquidation preference and a distribution rate of 9.50% per annum, paid
quarterly. The Preferred D's are redeemable for cash after December 11, 2002
at the option of the Company for a redemption price of $ 25.00 per share.
Stock Options
The Company applies APB Opinion 25, "Accounting for Stock Issued to
Employees", and related interpretations in accounting for its stock option
plans. Under these plans qualified and nonqualified stock options to
purchase up to 3,700,000 Common Shares of the Company's common shares may be
granted to certain executives, employees and non-employee directors. Options
become exercisable as determined by the compensation committee of the Board
of Trustees at the date of grant. The maximum term of the options granted
under each of the plans is ten years.
Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting
for Stock-Based Compensation", requires the Company to provide pro forma
information regarding net income and net income per common share as if
compensation cost for stock options granted under the plans, if applicable,
had been determined in accordance with the fair value based method prescribed
in SFAS 123.
The Company estimates the fair value of each stock option grant by using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for grants: expected lives of ten years; dividend yield of
12.54%, volatility at 21%, risk free interest rate of 6.33% for 2000,
dividend yield of 8.51%, volatility at 46%, risk free interest rate of 5.63%
for 1999, and dividend yield of 8.44%, volatility at 46%, risk free rate of
5.71% for 1998.
Under accounting provisions of SFAS 123, the Company's net income to common
shareholders and net income per common share, would have been reduced to the
pro forma amounts indicated below (in thousands, except per share data):
Year Ended December 31
2000 1999 1998
Net income to common shareholders
As reported $ 13,391 $ 7,247 $ 15,850
Pro forma $ 13,211 $ 7,095 $ 15,567
Net income per common share:
As reported $ .97 $ .91 $ 1.99
Pro forma $ .95 $ .89 $ 1.95
36
Changes in options outstanding are summarized as follows:
Shares Weighted Weighted
Average Average
Exercise Fair Value
Price Per Per Share
Share Of Options
Granted
1998:
Granted - equal to market value: 45,000 $ 14.14 $ 3.02
1999:
Granted - equal to market value: 25,000 $ 12.50 $ 2.08
2000:
Granted - equal to market value: 869,900 $ 10.13 $ .08
---------
Balance December 31, 2000: 1,164,900
==========
Included in the 869,900 stock options granted in 2000 are 745,400 stock
options assumed in the acquisition of Kranzco.
The following table summarizes information about stock options outstanding at December 31, 2000:
Options Outstanding Options Exercisable
Weighted
Number of Average Weighted Weighted
Range of Options Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices ($) at 12/31/00 Life Price ($) at 12/31/00 Price ($)
$ 8.44 - 11.75 133,500 9.4 years $ 9.94 109,000 $ 9.89
$ 12.50 - 17.50 351,000 7.0 years $ 14.05 258,000 $ 14.18
$ 17.50 - 21.50 680,400 3.1 years $ 19.99 680,400 $ 19.99
---------- ----------
$ 8.44 - 21.50 1,164,900 5.0 years $ 17.05 1,047,400 $ 17.51
========== ==========
(13) Earnings Per Share
Basic and diluted earnings per share for the year ended December 31, 2000 is
calculated as follows:
Net Income
Applicable to
Common
Shareholders Shares Per Share
(Numerator) (Denominator) Amount
For the year ended December 31, 2000
Basic earnings per share $ 13,391 13,857,409 $ .97
Effect of assumed conversion
of employee stock options - 1,018 -
-------- ---------- ------
Diluted earnings per share $ 13,391 13,858,427 $ .97
======== ========== ======
There were no dilutive common stock equivalents in 1999 or 1998.
37
(14) Benefit Plan
The Company has two defined contribution plans covering all full time
employees qualified under Section 401(k) of the Internal Revenue Code in
which the Company matches a portion of an employee's salary deferral. The
Company's contributions to these plans were $39,600, and $32,800 for the
years ended December 31, 2000 and 1999, respectively. CV Reit did not make
any contributions to the plans in 1998.
(15) Selected Quarterly Financial Data (Unaudited)
Selected quarterly financial data follows (in thousands, except per share data):
Quarter Ended
March 31, June 30, September 30, December 31,
-------------------------------------------------------
2000:
Revenues $ 8,947 $ 11,692 $ 28,053 $ 28,948
Net income 1,766 2,150 3,691 5,784
Per common share,
basic and diluted .22 .22 .20 .31
1999:
Revenues $ 7,582 $ 8,488 $ 8,575 $ 8,917
Net income 1,829 1,545 1,826 2,047
Per common share,
basic and diluted .23 .19 .23 .26
1998:
Revenues $ 5,248 $ 5,993 $ 7,226 $ 7,542
Net income 1,877 3,680 1,556 8,737
Per common share,
basic and diluted .24 .46 .20 1.09
Earnings per share for each quarter include the effect of shares issued in the acquisition of Kranzco,
and therefore the sum of the quarters for 2000 do not equal the full year earnings per share amount.
38
Kramont Realty Trust and Subsidiaries
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2000
(in thousands)
Costs Gross
Capitalized Amount at
Initial Subsequent Which Carried Date Depreciable
Cost to to December 31, Accumulated Constructed Life
Description Encumbrances Company Acquisition 2000 Total Depreciation or Acquired (Years)
----------- ------------ ------- ------------- ------------- -------- ------------ ----------- -----------
Shopping Centers
Pennsylvania
555 Scott Street Center $ - $ 736 - $ 736 $ 736 (50) 1997 7 - 40(1)
69th Street Plaza 2,479 3,620 - 3,620 3,620 (39) 2000 7 - 40(1)
Barn Plaza 14,159 22,918 245 23,163 23,163 (250) 2000 7 - 40(1)
Bensalem Square 4,281 6,282 - 6,282 6,282 (68) 2000 7 - 40(1)
Bethlehem Square 16,249 28,014 36 28,050 28,050 (303) 2000 7 - 40(1)
Bradford Mall 2,934 3,825 - 3,825 3,825 (41) 2000 7 - 40(1)
Bristol Commerce Park 12,994 13,955 - 13,955 13,955 (151) 2000 7 - 40(1)
Chalfont Village Shopping
Center - 1,574 111 1,685 1,685 (52) 1999 7 - 40(1)
Cherry Square Shopping Center 5,100 6,831 - 6,831 6,831 (249) 1999 7 - 40(1)
Chesterbrook Village Center 7,623 13,359 304 13,663 13,663 (968) 1997 7 - 40(1)
Collegeville Shopping Center 4,651 7,179 78 7,257 7,257 (397) 1998 7 - 40(1)
County Line Plaza 4,963 5,391 2,536 7,927 7,927 (637) 1997 7 - 40(1)
Danville Plaza 739 1,556 38 1,594 1,594 (110) 1997 7 - 40(1)
Dickson City - 4,294 3 4,297 4,297 (288) 1997 7 - 40(1)
Franklin Center 5,821 7,534 - 7,534 7,534 (82) 2000 7 - 40(1)
Gilbertsville Shopping Center 2,562 3,827 185 4,012 4,012 (237) 1998 7 - 40(1)
MacArthur Road 2,308 3,059 - 3,059 3,059 (33) 2000 7 - 40(1)
Mount Carmel Plaza 776 2,102 25 2,127 2,127 (144) 1997 7 - 40(1)
New Holland Plaza 915 1,168 127 1,295 1,295 (78) 1998 7 - 40(1)
North Penn Marketplace 2,955 4,751 136 4,887 4,887 (280) 1998 7 - 40(1)
Park Hills Plaza 9,602 15,085 8 15,093 15,093 (164) 2000 7 - 40(1)
Pilgrim Gardens 4,058 4,501 - 4,501 4,501 (49) 2000 7 - 40(1)
Street Road 4,127 6,165 - 6,165 6,165 (67) 2000 7 - 40(1)
Valley Fair 7,705 14,355 605 14,960 14,960 (181) 2000 7 - 40(1)
Valley Forge Mall - 5,254 245 5,499 5,499 (71) 2000 7 - 40(1)
Village at Newtown 21,930 27,657 104 27,761 27,761 (1,747) 1998 7 - 40(1)
Whitehall Square 15,176 23,239 9 23,248 23,248 (253) 2000 7 - 40(1)
Whitemarsh Shopping Center 7,037 10,771 105 10,876 10,876 (731) 1997 7 - 40(1)
Woodbourne Square 1,836 4,267 202 4,469 4,469 (310) 1997 7 - 40(1)
Georgia
Bainbridge Town Center 5,140 6,800 2 6,802 6,802 (74) 2000 7 - 40(1)
Douglasville Crossing 14,857 13,284 - 13,284 13,284 (144) 2000 7 - 40(1)
Holcomb Bridge 6,275 7,066 - 7,066 7,066 (77) 2000 7 - 40(1)
Northpark 4,511 12,255 - 12,255 12,255 (133) 2000 7 - 40(1)
Park Plaza 3,346 3,137 6 3,143 3,143 (34) 2000 7 - 40(1)
Snellville Oaks 12,119 11,220 - 11,220 11,220 (122) 2000 7 - 40(1)
Summerville Wal Mart Center 2,258 2,391 - 2,391 2,391 (26) 2000 7 - 40(1)
Tifton Corners 8,524 8,923 9 8,932 8,932 (97) 2000 7 - 40(1)
Tower Plaza 2,325 4,300 27 4,327 4,327 (49) 2000 7 - 40(1)
Vidalia Wal Mart Center 4,227 4,452 - 4,452 4,452 (48) 2000 7 - 40(1)
Village at Mableton 10,316 12,680 7 12,687 12,687 (138) 2000 7 - 40(1)
39
Connecticut
Groton Square 12,174 21,708 - 21,708 21,708 (235) 2000 7 - 40(1)
Manchester K Mart Plaza 2,522 4,529 - 4,529 4,529 (49) 2000 7 - 40(1)
Milford 1,470 2,572 - 2,572 2,572 (35) 2000 7 - 40(1)
Orange 786 200 - 200 200 (3) 2000 7 - 40(1)
Parkway Plaza I - 3,612 - 3,612 3,612 (39) 2000 7 - 40(1)
Parkway Plaza II - 4,033 - 4,033 4,033 (44) 2000 7 - 40(1)
Stratford Square 4,000 10,500 - 10,500 10,500 (114) 2000 7 - 40(1)
New Jersey
Collegetown 5,487 10,693 86 10,779 10,779 (116) 2000 7 - 40(1)
Hillcrest Mall 5,384 6,817 - 6,817 6,817 (74) 2000 7 - 40(1)
Lakewood Plaza Shopping Center 18,750 24,593 827 25,420 25,420 (981) 1999 7 - 40(1)
Marlton Shopping Center - Phase II 9,300 12,524 43 12,567 12,567 (745) 1998 7 - 40(1)
Marlton Shopping Center - Phase I 11,650 16,580 199 16,779 16,779 (937) 1998 7 - 40(1)
Rio Grande Plaza 7,653 14,417 69 14,486 14,486 (980) 1997 7 - 40(1)
Suburban Plaza 10,453 16,544 - 16,544 16,544 (179) 2000 7 - 40(1)
New York
A&P Mamaroneck 1,061 1,598 - 1,598 1,598 (17) 2000 7 - 40(1)
The Mall at Cross County 25,480 41,161 648 41,809 41,809 (470) 2000 7 - 40(1)
Highridge 7,242 11,746 - 11,746 11,746 (127) 2000 7 - 40(1)
North Ridge 2,597 6,886 - 6,886 6,886 (75) 2000 7 - 40(1)
Port Washington 446 495 - 495 495 (5) 2000 7 - 40(1)
Village Square 1,850 2,935 - 2,935 2,935 (32) 2000 7 - 40(1)
Maryland
Anneslie 5,859 7,470 3 7,473 7,473 (76) 2000 7 - 40(1)
Campus Village 2,451 3,377 - 3,377 3,377 (37) 2000 7 - 40(1)
Coral Hills 5,325 6,562 - 6,562 6,562 (73) 2000 7 - 40(1)
Fox Run 14,069 19,752 - 19,752 19,752 (214) 2000 7 - 40(1)
Hillcrest Plaza 3,832 3,672 - 3,672 3,672 (40) 2000 7 - 40(1)
Florida
Century Plaza 7,650 7,402 388 7,790 7,790 (877) 1976 15 - 39(1)
Village Oaks 7,823 9,770 12 9,782 9,782 (103) 2000 7 - 40(1)
Kentucky
Harrodsburg Marketplace 2,973 3,650 - 3,650 3,650 (39) 2000 7 - 40(1)
Michigan -
Musicland 3,200 3,700 - 3,700 3,700 (40) 2000 7 - 40(1)
Mississippi -
Brookway Village - 1,150 - 1,150 1,150 (12) 2000 7 - 40(1)
Towne Square - 1,956 - 1,956 1,956 (21) 2000 7 - 40(1)
North Carolina -
Cary Plaza 1,186 3,065 - 3,065 3,065 (33) 2000 7 - 40(1)
Magnolia Plaza 3,635 4,900 - 4,900 4,900 (53) 2000 7 - 40(1)
Ohio
Pickaway Crossing 6,134 6,654 - 6,654 6,654 (72) 2000 7 - 40(1)
Rhode Island -
Wamapnoag Plaza 5,174 7,500 - 7,500 7,500 (81) 2000 7 - 40(1)
South Carolina -
East Main Centre 2,441 5,682 859 6,541 6,541 (75) 2000 7 - 40(1)
Park Centre 5,654 9,728 68 9,796 9,796 (106) 2000 7 - 40(1)
Tennessee
Meeting Square 2,381 2,467 - 2,467 2,467 (27) 2000 7 - 40(1)
Virginia
Culpepper Town Mall 5,657 7,200 19 7,219 7,219 (78) 2000 7 - 40(1)
Marumsco-Jefferson Plaza 15,023 13,000 - 13,000 13,000 (141) 2000 7 - 40(1)
Statler Crossing 6,229 6,054 - 6,054 6,054 (66) 2000 7 - 40(1)
Office Buildings -
Century Village Administration - 750 220 970 970 (369) 1970 5 - 30(1)
Building, Florida - -
Plymouth Plaza, Pennsylvania 2,263 4,377 93 4,470 4,470 (304) 1997 7 - 40(1)
---------- --------- -------- ---------- --------- --------
Totals $ 474,142 $693,760 $ 8,687 $ 702,447 $702,447 $(17,166)
========= ======== ======= ========= ======== ========
(1) - Real Estate is depreciated over the estimated useful lives of the assets (7 to 40 years) on the straight-line method
40
Kramont Realty Trust and Subsidiaries
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2000
(in thousands)
The changes in total real estate for the three years ended December 31, 2000,
are as follows:
2000 1999 1998
Balance, beginning of year $ 180,184 $ 145,550 $ 73,748
New property acquisitions 519,790 32,999 73,881
Capital improvements 5,973 1,635 2,069
Sale of real estate (3,500) - (4,148)
---------- ---------- ---------
Balance, end of period $ 702,447 $ 180,184 $145,550
========== ========== =========
The changes in accumulated depreciation for the three years ended December
31, 2000, are as follows:
2000 1999 1998
Balance, beginning of year $ 7,108 $ 3,142 $ 2,740
Depreciation for the year 10,084 3,966 2,656
Sale of real estate (26) - (2,254)
--------- --------- ---------
Balance, end of period $ 17,166 $ 7,108 $ 3,142
========= ========= =========
41
Kramont Realty Trust and Subsidiaries
Schedule IV - Mortgage Loans on Real Estate
December 31, 2000
(in thousands)
Final Face Carrying
Interest Maturity Amount of Amount of
Description Rate Date Periodic Payment Terms Mortgages Mortgages (a)
----------- --------- -------- ---------------------- ---------- -------------
Permanent -
Recreation Facilities
Century Village at:
Boca Raton, FL 13.25% 12/31/2011 Level P&I due monthly $ 12,533 $ 9,994
West Palm Beach, FL 13.25% 01/15/2012 Level P&I due monthly 18,342 14,628
Deerfield Beach, FL
(2nd mortgage) 13.50% 01/15/2012 Level P&I due monthly 13,235 10,616
Deerfield Beach, FL 8.84% 03/01/2007 Level P&I due monthly 3,485 2,002
---------
$ 37,240 (b)
============
Note: All loans are first mortgages except where noted, there are no prior liens and no delinquent
principal or interest.
(a) The tax carrying value of the notes is approximately $4.4 million.
(b) The changes in the carrying amounts are summarized as follows:
2000 1999 1998
Balance, beginning of period $ 63,385 $ 64,988 $ 77,652
Advances on new mortgage loans - - 5,190
Collections of principal (26,145) (1,603) (17,854)
--------- --------- ---------
Balance, end of period $ 37,240 $ 63,385 $ 64,988
========= ========= =========
Item 9. Disagreement on Accounting and Financial Disclosures
None
42
PART III
Item 10. Trustees and Executive Officers of the Registrant
Incorporated herein by reference to the "Election of Trustees", "Executive
Officers", "Executive Compensation", and "Section 16(a) Beneficial Ownership
Reporting Compliance" sections of the Company's Proxy Statement in connection
with its annual meeting of shareholders to be held on June 12, 2001.
Item 11. Executive Compensation
Incorporated herein by reference to the "Executive Compensation" section of
the Company's Proxy Statement in connection with its annual meeting of
shareholders to be held on June 12, 2001.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to the "Security Ownership of Certain
Beneficial Owners and Management" section of the Company's Proxy Statement in
connection with its annual meeting of shareholders to be held on June 12,
2001.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the "Certain Relationships and Related
Transactions" section of the Company's Proxy Statement in connection with its
annual meeting of shareholders to be held on June 12, 2001.
43
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) List of Consolidated Financial Statements:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets - December 31, 2000 and 1999
Consolidated Statements of Income - Years Ended December 31,
2000, 1999 and 1998
Consolidated Statements of Beneficiaries' Equity - Years Ended
December 31, 2000, 1999, and 1998
Consolidated Statements of Cash Flows - Years Ended December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements
(2) List of Consolidated Financial Statements Schedules:
Schedule III - Real Estate and Accumulated Depreciation
Schedule IV - Mortgage Loans on Real Estate
(3) See Exhibit Index at page 44 of this Form 10-K
(b) Reports on Form 8-K:
No reports were filed by the Registrant on Form 8-K
during the fourth quarter of 2000.
(c) The following exhibits are filed as part of, or incorporated by
reference into, this report:
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Reorganization and Merger among Kranzco, KRT Trust,
CV Reit, and Kramont, dated as of December 10, 1999. (Incorporated by
reference to Exhibit 2.1 to the Company's Registration Statement on Form
S-4, filed with the Commission on April 10, 2000 (File No. 333-34482)).
2.2 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger
among Kranzco, KRT Trust, CV Reit, and the Company, dated as of December
10, 1999. (Incorporated by reference to Exhibit 2.2 to the Company's
Registration Statement on Form S-4, filed with the Commission on April 10,
2000 (File No. 333-34482)).
3.1 Articles of Amendment and Restatement of Kramont Realty Trust.
3.2 Amended and Restated Bylaws of Kramont Realty Trust.
10.1 Agreement between Cenvill Investors, Inc. and H. Irwin Levy, dated December
31, 1981. (Incorporated by reference to Exhibit (2)(i) to the current
report on Form 8-K filed by CV Reit to report event of December 31, 1981.)
10.2 Agreement of Lease between Cenvill Investors, Inc. and B.R.F., Inc., dated
December 30, 1981. (Incorporated by reference to Exhibit (2) (ii) to the
current report on Form 8-K filed by CV Reit to report event of December 31,
1981.)
10.3 Agreement dated January 15, 1982, between Century Village, Inc. and
Benenson Capital Company. (Incorporated by reference to Exhibit (2)(i) to
the current report on Form 8-K filed by Cenvill Investors, Inc. (File No.
0-03427) to report event of January 15, 1982.)
10.4 Agreement dated January 15, 1982, between Century Village East, Inc. and
CVRF Deerfield Limited. (Incorporated by reference to exhibit (2) (ii) to
the current report on Form 8-K filed by Cenvill Investors, Inc. (File No.
0-03427) to report event of January 15, 1982.)
10.5 Indenture for Collateralized Mortgage Obligations, dated as of December 30,
1991 between Recreation Mortgages, Inc. (Issuer) and Bankers Trust Company
(Trustee). (Incorporated by reference to Exhibit (10)(xvi) to the Annual
Report on Form 10-K of CV Reit for the fiscal year ended December 31,
1991.)
10.6 Restated Loan Agreement, dated July 31, 1992, between CV Reit and Cenvill
Development Corp. and certain subsidiaries and affiliates thereof.
(Incorporated by reference to Exhibit (10)(xi) to the Annual Report on Form
10-K of CV Reit for the fiscal year ended December 31, 1992.)
10.7 Proposal for the Acquisition of Certain Assets, dated June 19, 1992, by and
among CV Reit Cenvill Development Corp. and certain subsidiaries and
affiliates thereof. (Incorporated by reference to Exhibit (10)(xiv) to the
Annual Report on Form 10-K of the CV Reit for the fiscal year ended
December 31, 1992.)
10.8 Order granting Motion of Debtor's [sic] for Approval of Sale of Assets
dated July 17, 1992. (Incorporated by reference to Exhibit (10)(xv) to the
Annual Report on Form 10-K of CV Reit for the fiscal year ended December
31, 1992.)
10.9 Consulting and Advisory Agreement, dated July 31, 1992, between CV Reit and
Hilcoast Development Corp. (Incorporated by reference to Exhibit
(10)(xviii) to the Annual Report on Form 10-K of CV Reit for the fiscal
year ended December 31, 1992.)
44
10.10 Letter Agreements, dated July 11, 1994 and August 3, 1995, between CV Reit
and Hilcoast Advisory Services, Inc. extending the Consulting and Advisory
Agreement to July 31, 1995 and July 31, 1996, respectively. (Incorporated
by reference to Exhibit 10(vi) to the Quarterly Report on Form 10-Q of CV
Reit for the quarter ended September 30, 1995.)
10.11 Letter Agreement, dated July 12, 1996, between CV Reit and Hilcoast
Advisory Services, Inc. extending the Consulting and Advisory Agreement to
July 31, 1997. (Incorporated by reference to Exhibit 10(i) to the Quarterly
Report on Form 10-Q of CV Reit for the quarter ended September 30, 1996.)
10.12 Letter agreement, dated June 10, 1997, between CV Reit and Hilcoast
Advisory Services, Inc. extending the Consulting and Advisory Agreement to
December 31, 1997. (Incorporated by reference to Exhibit 10(i) to the
Quarterly Report on Form 10-Q of CV Reit for the quarter ended June
30,1997.)
10.13 Definitive Master Agreement, dated September 19, 1997, among CV Reit,
Montgomery CV Realty Trust, and Drexel Realty, Inc., Royce Realty, Inc.,
Louis P. Meshon, Sr. and certain of the Meshon Parties named therein and
the Levy Parties named therein. (Incorporated by reference to Appendix A to
CV Reit's proxy statement filed on November 11, 1997.)
10.14 Supplemental Indenture No. 2 for Collateralized Mortgage Obligations,
dated as of December 30, 1997 between Recreation Mortgages, L.P., (Issuer)
and Bankers Trust Company (Trustee). (Incorporated by reference to the
Annual Report on Form 10-K of CV Reit for fiscal year ended December 31,
1997.)
10.15 Real Estate Purchase Agreement dated September 29, 1997 by and between
Newtown Village Partnership and RCEK, Inc., or its nominee or assignee.
(Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K
filed by CV Reit on April 14, 1998.)
10.16 Letter Amendment to Real Estate Purchase Agreement dated December 15, 1997
by and between Newtown Village Partnership and RCEK, Inc. (Incorporated by
reference to Exhibit 2.2 to the current report on Form 8-K filed by CV Reit
on April 14, 1998.)
10.17 Assignment of Real Estate Purchase Agreement dated January 26, 1998 from
RCEK, Inc. to Newtown Village Plaza Associates, L.P. (Incorporated by
reference to Exhibit 2.3 to the current report on Form 8-K filed by CV Reit
on April 14, 1998.)
10.18 Second Amendment to Real Estate Purchase Agreement dated February 5, 1998
by and between Newtown Village Partnership and Newtown Village Plaza
Associates, L.P. (Incorporated by reference to Exhibit 2.4 to the current
report on Form 8-K filed by CV Reit on April 14, 1998.)
10.19 Third Amendment to Real Estate Purchase Agreement dated March 31, 1998 by
and between Newtown Village Partnership and Newtown Village Plaza
Associates, L.P. (Incorporated by reference to Exhibit 2.5 to the current
report on Form 8-K filed by CV Reit on April 14, 1998.)
10.20 Loan and Credit Facility Agreement dated as of March 31, 1998 by and
between Montgomery CV Realty L.P. as Borrower, Century Plaza Associates,
L.P. and CV Reit, Inc., as guarantors, and GMAC Commercial Mortgage
Corporation, as Lender. (Incorporated by reference to Exhibit 5.1 to the
current report on Form 8-K filed by CV Reit on April 15, 1998.)
10.21 $7,650,000 Promissory Note dated as of April 9, 1998 from Montgomery CV
Realty L.P. to GMAC Commercial Mortgage Corporation. (Incorporated by
reference to Exhibit 5.2 to the current report on Form 8-K filed by CV Reit
on April 15, 1998.)
10.22 Mortgage and Security Agreement dated as of April 9, 1998 by Century Plaza
Associates, L.P. to GMAC Commercial Mortgage Corporation. (Incorporated by
reference to Exhibit 5.3 to the current report on Form 8-K filed by CV Reit
on April 15, 1998.)
45
10.23 Guaranty and Suretyship Agreement dated as of April 9, 1998 by CV Reit to
GMAC Commercial Mortgage Corporation. (Incorporated by reference to Exhibit
5.4 to the current report on Form 8-K filed by CV Reit on April 15, 1998.)
10.24 Contribution Agreement dated May 29, 1998 by and between Marlton Crossing
Shopping Center Limited Partnership and Montgomery CV Realty L.P.
(Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K
dated June 24, 1998, filed by CV Reit on July 7, 1998.)
10.25 Assignment and Assumption of Contribution Agreement dated June 22, 1998 by
and between Montgomery CV Realty L.P. and Marlton Plaza Associates II, L.P.
(Incorporated by reference to Exhibit 2.2 to the current report on Form 8-K
dated June 24, 1998 filed by CV Reit on July 7, 1998.)
10.26 Mortgage and Security Agreement dated as of June 24, 1998 by and between
Marlton Plaza Associates II, L.P., as Borrower, and GMAC Commercial
Mortgage Corporation, as Lender. (Incorporated by reference to Exhibit 2.3
to the current report on Form 8-K dated June 24, 1998, filed by CV Reit on
July 7, 1998.)
10.27 $11,650,000 Promissory Note dated as of June 24, 1998 from Marlton Plaza
Associates II, L.P. to GMAC Commercial Mortgage Corporation. (Incorporated
by reference to Exhibit 2.4 to the current report on Form 8-K dated June
24, 1998, filed by CV Reit on July 7, 1998.)
10.28 Real Estate Purchase Agreement dated January 27, 1998 by and between
Seller and Purchaser. (Incorporated by reference to Exhibit 2.1 to the
current report on Form 8-K dated June 25, 1998, filed by CV Reit on July 7,
1998.)
10.29 Amendment to Real Estate Purchaser Agreement dated February 26, 1998 by
and between Seller and Purchaser. (Incorporated by reference to Exhibit 2.2
to the current report on Form 8-K dated June 25, 1998, filed by CV Reit on
July 7, 1998.)
10.30 Second Amendment to Real Estate Purchase Agreement dated March 31, 1998 by
and between Seller and Purchaser. (Incorporated by reference to Exhibit 2.3
to the current report on Form 8-K dated June 25, 1998, filed by CV Reit on
July 7, 1998.)
10.31 Mortgage and Security Agreement dated as of June 25, 1998 by and between
Marlton Plaza Associates, L.P., as Borrower, and GMAC Commercial Mortgage
Corporation, as Lender. (Incorporated by reference to Exhibit 2.4 to the
current report on Form 8-K dated June 25, 1998, filed by CV Reit on July 7,
1998.)
10.32 $9,300,000 Promissory Note dated as of June 25, 1998 from
Marlton Plaza Associates, L.P. to GMAC Commercial Mortgage Corporation.
(Incorporated by reference to Exhibit 2.5 to the current report on Form 8-K
dated June 25, 1998, filed by CV Reit on July 7, 1998.)
10.33 Guaranty and Suretyship Agreement dated as of June 25, 1998 by CV Reit to
GMAC Commercial Mortgage Corporation. (Incorporated by reference to Exhibit
2.6 to the current report on Form 8-K dated June 25, 1998, filed by CV Reit
on July 7, 1998.)
10.34 Guaranty and Suretyship Agreement dated as of June 25, 1998 by Montgomery
CV Realty L.P. to GMAC Commercial Mortgage Corporation. (Incorporated by
reference to Exhibit 2.7 to the current report on Form 8-K dated June 25,
1998, filed by CV Reit on July 7, 1998.)
10.35 Second Amendment to Loan and Credit Facility Agreement dated as of March
8, 1999, by and between Montgomery CV Realty, L.P. as Borrower, Century
Plaza Associates, L.P. and CV Reit, as Guarantors, and GMAC Commercial
Mortgage Corporation as Lender.
46
10.36 $18,500,000 Note dated March 8, 1999 between Montgomery CV Realty, L.P. as
Borrower and GMAC Commercial Mortgage Corporation as Lender.
10.37 Collateral, Pledge, Assignment and Security Agreement, dated March 8, 1999
between Montgomery CV Realty, L.P. and GMAC Commercial Mortgage
Corporation.
10.38 Agreement of Sale dated January 21, 1999 by and between Lakewood-9
Investors, L.P. and ARC-Lakewood 9, L.L.C Montgomery CV Realty L.P.
(Incorporated by reference to Exhibit 10.38 Annual Report on Form 10-K of
CV Reit for the fiscal year ended December 31, 1998.)
10.39 Reinstatement and Amendment Agreement of Sale dated February 5, 1999 by
and between Lakewood-9 Investors, L.P. and ARC-Lakewood-9, L.L.C.
Montgomery CV Realty L.P. (Incorporated by reference to Exhibit 2.2 to the
current report on Form 8-K dated March 31, 1999, filed by CV Reit on April
7, 1999.)
10.40 Assignment of Agreement of Sale dated March 17, 1999 from Montgomery CV
Realty L.P. to Lakewood Plaza 9 Associates, L.P. (Incorporated by reference
to Exhibit 2.3 to the current report on Form 8-K dated March 31, 1999,
filed by CV Reit on April 7, 1999.)
10.41 Kranzco Realty Trust 1992 Employees Share Option Plan, as amended.
(Incorporated by reference to Exhibit 10.10 of Kranzco's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.)
10.42 Kranzco Realty Trust 1992 Employees Share Option Plan, as amended.
(Incorporated by reference to Exhibit 10.11 of Kranzco's Annual Report on
Form 10-K for the fiscal year ended December 31,1992.)
10.43 Kranzco Realty Trust 1995 Incentive Plan. (Incorporated by reference to
Exhibit 4.4 of Kranzco's Registration Statement on Form S-8 No. 33-94294.)
10.44 Trust and Servicing Agreement, dated as of June 18, 1996, among KRT
Origination Corp., GE Capital Management Corporation and State Street Bank
and Trust Company. (Incorporated by reference to Exhibit 10.43 of Kranzco's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996.)
10.45 Cash Collateral Account, Security, Pledge and Assignment Agreement, dated
as of June 18, 1996, among the Borrowers, State Street Bank and Trust
Company, as Agent, and KRT Origination Corp., as Lender. (Incorporated by
reference to Exhibit 10.44 to Kranzco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.)
10.46 Cash Collateral Agreement, dated June 18, 1996, among the Borrowers, and
State Street Bank and Trust Company, as Agent. (Incorporated by reference
to Exhibit 10.45 to Kranzco's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996)
10.47 $123,700,000.00 Class A Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated by
reference to Exhibit 10.46 to Kranzco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.)
10.48 $20,600,000.00 Class B Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated by
reference to Exhibit 10.47 to Kranzco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.)
10.49 $28,900,000.00 Class C Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated by
reference to Exhibit 10.48 to Kranzco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.)
10.50 $8,500,000.00 Class D Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated by
reference to Exhibit 10.49 to Kranzco's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.)
47
10.51 Form of Indenture of Mortgage, Deed of Trust, Security Agreement,
Financing Statement, Fixture Filing and Assignment of Leases, Rents and
Security Deposits made by the Borrowers, as grantor, for the benefit of KRT
Origination Corp., as mortgagee, and filed in Connecticut, Maryland, New
Jersey, New York and Pennsylvania with respect to Groton Square in Groton,
Connecticut, Manchester Kmart in Manchester, Connecticut, Milford in
Milford, Connecticut, Orange in Orange, Connecticut, Fox Run in Prince
Frederick, Maryland, Hillcrest Plaza in Frederick, Maryland, Anneslie in
Baltimore, Maryland, Suburban Plaza in Hamilton, New Jersey, Collegetown in
Glassboro, New Jersey, Hillcrest Mall in Phillipsburg, New Jersey, The Mall
at Cross County in Yonkers, New York, Highridge Plaza in Yonkers, New York,
North Ridge in New Rochelle, New York, Village Square in Larchmont, New
York, A&P Mamaroneck in Mamaroneck, New York, Port Washington in Port
Washington, New York, Bethlehem in Bethlehem, Pennsylvania, Whitehall
Square in Whitehall, , Pennsylvania, Bristol Commerce Park in Bristol,
Pennsylvania, Park Hills Plaza in Altoona, Pennsylvania, Barn Plaza in
Doylestown, Pennsylvania, Best Plaza in Tredyffrin, Pennsylvania, Bensalem
Square in Bensalem, Pennsylvania, Street Road in Bensalem, Pennsylvania,
Pilgrim Gardens in Drexel Hill, Pennsylvania, 69th Street Plaza in Upper
Darby, Pennsylvania and MacArthur Road in Whitehall, Pennsylvania (the
"Properties"). (Incorporated by reference to Exhibit 10.50 to Kranzco's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996.)
10.52 Form of Unrecorded Indenture of Mortgage, Deed of Trust, Security
Agreement, Financing Statement, Fixture Filing and Assignment of Leases,
Rents and Security Deposits made by the Borrowers, as grantor, for the
benefit of KRT Origination Corp., and held in escrow with respect to the
Properties located in Maryland and in New York. (Incorporated by reference
to Exhibit 10.51 to Kranzco's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.)
10.53 Escrow Agreement made among KRT Origination Corp., the Borrowers and
Robinson Silverman Pearce Aronsohn & Berman LLP, as escrow agent, with
respect to the unrecorded second mortgages covering the Properties located
in New York and Maryland. (Incorporated by reference to Exhibit 10.52 to
Kranzco's Annual Report on Form 10-K for the fiscal year ended December 31,
1996.)
10.54 Agreement dated October 30, 1997 between Kranzco and GP Development
Corporation. (Incorporated by reference to Exhibit 2.1 of Kranzco's current
report on Form 8-K dated November 25, 1997.)
10.55 Agreement and Plan of Merger dated October 30, 1997 between Kranzco, GP
Development Corporation, the shareholders of GP Development Corporation and
KR Atlanta, Inc. (Incorporated by reference to Exhibit 2.2 of Kranzco's
current report on Form 8-K dated November 25, 1997.)
10.56 Mortgage Note for $6,700,000.00, dated as of October 5, 1990, from Holcomb
Bridge Partners, L.P., a Georgia limited partnership ("Holcomb"), in favor
of Allstate Life Insurance Company ("Allstate") (relating to Holcomb Bridge
Crossing). (Incorporated by reference to Exhibit 2.3 of Kranzco's current
report on Form 8-K dated November 25, 1997.)
10.57 Modification of Mortgage Note, dated as of October 31, 1995, between
Holcomb and Harris Trust and Savings Bank ("Harris Trust") (relating to
Holcomb Bridge Crossing). (Incorporated by reference to Exhibit 2.4 of
Kranzco's current report on Form 8-K dated November 25, 1997.)
10.58 Deed to Secure Debt, Assignment of Leases, Rents and Contracts, Security
Agreement and Fixture Filing ("Deed to Secure Debt") from Holcomb to
Allstate, dated as of October 5, 1990 (relating to Holcomb Bridge
Crossing). (Incorporated by reference to Exhibit 2.5 of Kranzco's current
report on Form 8-K dated November 25, 1997.)
10.59 Modification of Deed to Secure Debt between Holcomb and Harris Trust,
dated as of October 31, 1995 (relating to Holcomb Bridge Crossing).
(Incorporated by reference to Exhibit 2.6 of Kranzco's current report on
Form 8-K dated November 25, 1997.)
48
10.60 Real Estate Note for $3,725,000.00, dated as of August 6, 1987, from West
Stewarts Mill Associates, Ltd., a Georgia limited partnership ("West
Stewarts"), in favor of Confederation Life Insurance Company, a mutual
insurance company incorporated in Canada ("Confederation"), first amendment
thereto dated as of November 27, 1987, second amendment thereto dated as of
November 1, 1993, third amendment thereto dated as of November 1, 1993 and
fourth amendment thereto dated as of February 21, 1995 (relating to Park
Plaza). (Incorporated by reference to Exhibit 2.7 of Kranzco's current
report on Form 8-K dated November 25, 1997.)
10.61 Deed to Secure Debt and Security Agreement between West Stewarts and
Confederation, dated as of August 6, 1987, first amendment thereto dated as
of November 27, 1987 and second amendment thereto dated as of November 1,
1993 (relating to Park Plaza). (Incorporated by reference to Exhibit 2.8 of
Kranzco's current report on Form 8-K dated November 25, 1997.)
10.62 Escrow Agreement, dated as of November 1, 1993, between Confederation and
West Stewarts. (Incorporated by reference to Exhibit 2.9 of Kranzco's
current report on Form 8-K dated November 25, 1997.)
10.63 Promissory Note for $10,670,000.00, dated as of July 31, 1996, from
Mableton Village Associates, L.L.C., a Georgia limited liability company
("Mableton Village"), in favor of Lehman Brothers Holdings, Inc. d/b/a
Lehman Capital ("Lehman") (relating to The Village at Mableton).
(Incorporated by reference to Exhibit 2.10 of Kranzco's current report on
Form 8-K dated November 25, 1997.)
10.64 Deed to Secure Debt and Security Agreement, dated as of July 31, 1996,
between Mableton Village and Lehman (relating to The Village at Mableton).
(Incorporated by reference to Exhibit 2.11 of Kranzco's current report on
Form 8-K dated November 25, 1997.)
10.65 Sales Contract dated June 26, 1998 by and among Kranzco and Europco
Property Investors II, Ltd., a Georgia limited partnership; Europco
Property Investors III, Ltd., a Georgia limited partnership; Europco
Property Investors IV, Ltd., a Georgia limite partnership; Secured
Properties Investors V, L.P., a Georgia limited partnership; Secured
Properties Investors VIII, L.P., a Georgia limited partnership; Secured
Properties Investors IX, L.P. a Georgia limited partnership; and Tifton
Partners, L.P., a Georgia limited partnership. (Incorporated by reference
to Exhibit 2.1 of Kranzco's current report on Form 8-K dated June 26, 1998,
filed July 16, 1998.)
10.66 Fixed Rate Note, dated September 29, 1998, made by the Borrowers named
therein in favor of Salomon Brothers Realty Corp. (Incorporated by
reference to Exhibit 10.38 of Kranzco's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998.)
10.67 Guaranty, dated as of September 29, 1998, made by Kranzco, for the benefit
of Salomon Brothers Realty Corp. (Incorporated by reference to Exhibit
10.39 of Kranzco's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.)
10.68 Form of Mortgage/Deed of Trust/Deed to secure Debt and Security Agreement,
dated September 29, 1998, made by the Borrowers named therein for the
benefit of Salomon Brothers Realty Corp. and filed in Florida, Georgia,
Ohio, Tennessee, and Virginia with respect to Village Oaks, Pensacola,
Florida; Vidalia Wal-Mart Center, Vidalia, Georgia; Summerville Wal-Mart
Center, Summerville, Georgia; Tifton Corners, Tifton, Georgia; Douglasville
Crossing, Douglasville, Georgia; Snellville Oaks, Snellville, Georgia;
Pickaway Crossing, Circleville, Ohio; Meeting Square, Jefferson City,
Tennessee; and Statler Crossing, Staunton, Virginia. (Incorporated by
reference to Exhibit 10.40 of Kranzco's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998.)
10.69 Unit Contribution Agreement among Kramont, Montgomery CV Realty L.P.,
Kramont Operating Partnership, L.P., CV Partner Holdings, L.P. and CV GP
LP, dated as of March 28, 2000.
10.70 Kramont Realty Trust 2000 Incentive Plan. (Incorporated by reference from
Appendix F to the Joint Proxy Statement/Prospectus contained in the
Company's Registration Statement on Form S-4 filed with the Commission on
April 10, 2000 (File No. 333-34482)).
49
10.71 Amended and Restated Agreement of Limited Partnership of Kramont Operating
Partnership, L.P., dated as of June 16, 2000.
10.72 Second Amended and Restated Agreement of Limited Partnership of Montgomery
CV Realty L.P., dated as of June 16, 2000.
10.73 Employment Agreement between the Company and Louis P. Meshon, Sr., dated
as of June 16, 2000.
10.74 Employment Agreement between the Company and Norman M. Kranzdorf, dated as
of June 16, 2000.
10.75 Amended and Restated Loan and Credit Facility Agreement dated as of August
1, 2000 by and between the Company, Kramont Operating Partnership, L.P.,
Montgomery CV Realty L.P., Century Plaza Associates, L.P., Marlton Plaza
Associates, L.P., Lakewood Plaza 9 Associates, L.P., Cherry Square MCV
Associates, L.P., KR Bainbridge LLC, KR Barn, L.P., KR Bradford Mall,
L.P.,Lilac DE LLC, Culpeper Shopping Center Joint Venture, KRT Union LLC,
KR Harrodsburg LLC, KR Morganton LLC, KR Tower Plaza LLC, KR Development,
L.P. and KR Wampanoag, as borrowers, and GMAC Commercial Mortgage
Corporation, as lender (incorporated by reference to Exhibit 5.1 to the
Company's Current Report on Form 8-K, dated August 10, 2001).
10.76 Form of Guaranty of Recourse Obligations of Borrower by the Company,
Kramont Operating Partnership, L.P., Montgomery CV Realty L.P.
(incorporated by reference to Exhibit 5.2 to the Company's Current Report
on Form 8-K, dated August 10, 2001)
11 Statement regarding computation of per share earnings. Omitted; computation
can be clearly determined from material contained in the report.
21 Subsidiaries of the Company.
23.1 Consent of BDO Seidman, LLP.
49
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
KRAMONT REALTY TRUST
March 30, 2001 /s/ Louis P. Meshon, Sr.
By:-----------------------------
Louis P. Meshon, Sr., Chief Executive Officer
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
Registrant and in the capacities and on the dates indicated.
March 30, 2001 /s/ Norman M. Kranzdorf
--------------------------------
Norman M. Kranzdorf, Chairman of the Board and Trustee
March 30, 2001 /s/ Louis P. Meshon, Sr.
--------------------------------
Louis P. Meshon, Sr., President, Chief Executive Officer
and Trustee (Principal Executive Officer)
March 30, 2001 /s/ Etta M. Strehle
--------------------------------
Etta M. Strehle, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
March 30, 2001 /s/ George S. Demuth
--------------------------------
George S. Demuth, Chief Operating Officer and Executive Vice
President
March 30, 2001 /s/ Bernard J. Korman
--------------------------------
Bernard J. Korman, Trustee
March 30, 2001 /s/ H. Irwin Levy
--------------------------------
H. Irwin Levy, Trustee
March 30, 2001 /s/ Milton S. Schneider
--------------------------------
Milton S. Schneider, Trustee
March 30, 2001 /s/ E. Donald Shapiro
--------------------------------
E. Donald Shapiro, Trustee
March 30, 2001 /s/ Alan L. Shulman
--------------------------------
Alan L. Shulman, Trustee
50