SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 1-15923
KRAMONT REALTY TRUST
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(Exact name of Registrant as specified in its charter)
Maryland 25-6703702
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(State of Incorporation) (I.R.S. Employer Identification No.)
580 West Germantown Pike, Plymouth Meeting, PA 19462
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 825-7100
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of Common Shares of Beneficial Interest, par value $.01 per share, as of
November 13, 2003: 23,994,925
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
March 31, 2004 December 31, 2003
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ASSETS
Real estate - income producing, net of accumulated depreciation $ 745,231 $ 724,668
Properties held for sale - 6,271
Mortgage notes receivable 30,663 31,070
Investments in unconsolidated affiliates 9,241 8,880
Cash and cash equivalents (includes $903 restricted in both periods) 7,744 9,196
Other assets 29,316 30,626
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Total assets $ 822,195 $ 810,711
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LIABILITIES AND BENEFICIARIES' EQUITY
LIABILITIES:
Mortgages and notes payable $ 498,314 $ 451,071
Accounts payable and other liabilities 16,142 17,002
Distributions payable 10,611 9,989
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Total liabilities 525,067 478,062
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Minority interests in Operating Partnerships 17,349 18,802
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BENEFICIARIES' EQUITY:
Preferred shares of beneficial interest 40 54
Common shares of beneficial interest, $0.01 par value; authorized
96,683,845 shares; outstanding, 24,090,125 and 24,054,925 as of March 31,
2004 and December 31, 2003, respectively 241 241
Additional paid-in capital 292,932 308,426
Retained earnings (6,551) 14,595
Accumulated other comprehensive income loss (371) (477)
Treasury stock, cumulative preferred shares of beneficial interest Series
A-1, 11,155 shares, at cost (6,070) (6,070)
Treasury stock, Redeemable preferred shares of beneficial interest Series
D, 146,800 shares, at cost - (2,349)
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280,221 314,420
Unearned compensation on restricted shares of beneficial interest (442) (573)
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Total beneficiaries' equity 279,779 313,847
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Total liabilities and beneficiaries' equity $ 822,195 $ 810,711
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See accompanying notes to consolidated financial statements.
2
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(unaudited)
Three Months Ended
March 31,
--------------------------------
2004 2003
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Revenues:
Rent $ 29,076 $ 26,986
Interest, principally from mortgage notes 1,033 1,126
Management fees 174 -
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30,283 28,112
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Expenses:
Interest 7,724 8,280
Operating 9,731 9,261
Depreciation and amortization 4,841 4,387
General and administrative 2,453 2,198
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24,749 24,126
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5,534 3,986
Equity in income of unconsolidated affiliates 283 149
Minority interests in income of Operating Partnerships 910 (164)
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Income from continuing operations 6,727 3,971
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Results from discontinued operations:
Income from operations of properties sold or held
for sale 22 (36)
Gain (loss) on sale of properties (4) 1,683
Minority interest in discontinued operations (1) (112)
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Income from discontinued operations 17 1,535
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Net income 6,744 5,506
Preferred share distribution (2,370) (1,703)
Charge for redemption of preferred shares (17,691) -
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Income (loss) to common shareholders $ (13,317) $ 3,803
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Per common share:
Income (loss) from continuing operations, basic $ (.55) $ .10
Income from discontinued operations, basic $ - $ .06
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Total net income (loss) per share, basic $ (.55) $ .16
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Income (loss) from continuing operations, diluted $ (.55) $ .10
Income from discontinued operations, diluted $ - $ .06
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Total net income (loss) per share, diluted $ (.55) $ .16
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Dividends declared $ .325 $ .325
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Average common shares outstanding:
Basic 24,068,571 23,353,688
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Diluted 24,151,007 23,383,647
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CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(dollars in thousands)
(unaudited)
Three Months Ended March 31,
--------------------------------
2004 2003
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Net income $ 6,744 $ 5,506
Change in fair value of cash flow hedges (190) (96)
Reclassification adjustment for hedge losses included in
net income 296 312
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Other comprehensive income $ 6,850 $ 5,722
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See accompanying notes to consolidated financial statements
3
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months Ended
March 31,
--------------------------------
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 10,100 $ 7,179
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CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 407 359
Acquisitions of real estate - income producing (19,894) -
Capital improvements including development costs (5,086) (3,150)
Net proceeds from the sale of real estate 6,228 4,152
Distributions from unconsolidated affiliates 571 211
Investment in unconsolidated affiliates (10) -
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Net cash provided by (used in) investing activities (17,784) 1,572
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 2,700 -
Repayments of borrowings (20,457) (2,363)
Net proceeds (repayments) from line of credit 65,000 (4,000)
Cash distributions paid on common shares (7,818) (7,593)
Cash distributions paid on preferred shares (1,760) (1,703)
Cash received from preferred share issuance 10,046 -
Cash received from stock options exercised 434 3,970
Repurchase of preferred shares (41,330) -
Distributions to minority interests (541) (541)
Deferred financing costs (42) (195)
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Net cash provided by (used in) financing activities 6,232 (14,125)
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Net decrease in unrestricted cash and cash equivalents (1,452) (5,374)
Unrestricted cash and cash equivalents at the beginning of the period 8,293 16,486
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Unrestricted cash and cash equivalents at the end of the period $ 6,841 $ 11,112
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Supplemental disclosure of cash flow information:
Cash paid for interest $ 8,174 $ 8,514
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See accompanying notes to consolidated financial statements.
4
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND BUSINESS
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont"), is a
self-administered, self-managed equity real estate investment trust ("REIT")
which is engaged in the ownership, acquisition, development, redevelopment,
management and leasing of primarily 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 conducts its business through
Kramont OP and its affiliated entities, including Montgomery CV Realty, L.P.
("Montgomery OP", together with Kramont OP and their wholly-owned subsidiaries,
hereinafter collectively referred to as the "OPs", which together with Kramont
are hereinafter referred to as the "Company"). The OPs, directly or indirectly,
own all of the Company's assets, including its interest in shopping centers.
Accordingly, the Company conducts its operations through an Umbrella Partnership
REIT ("UPREIT") structure. As of March 31, 2004, Kramont owned 93.58% of Kramont
OP and is its sole general partner. As of March 31, 2004, Kramont OP indirectly
owned 99.87% of the limited partnership interest of Montgomery OP and owned 100%
of its sole general partner. As of March 31, 2004, the OPs owned and operated
eighty-one shopping centers and two office buildings, managed four shopping
centers for third parties and four shopping centers in connection with a joint
venture, located in 16 states aggregating approximately 12.2 million leasable
square feet.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. For further information please refer to the
audited financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.
Certain 2003 income statement amounts have been reclassified to conform to
current year presentation. These reclassifications had no impact on net income
to common shareholders as previously reported.
(2) ACCOUNTING POLICIES AND PROCEDURES
New Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 provides new guidance for the
consolidation of variable interest entities for which the voting interest model
is difficult to apply. Many variable interest entities have commonly been
referred to as special-purpose entities or off-balance sheet structures. The new
guidance, however, applies to a larger population of entities. The adoption of
FIN 46 did not have a material impact on the Company's financial position or
results of operations.
In July 2003, the FASB issued Statement of Financial Accounting Standards No.
150 ("SFAS 150"), Accounting for Certain Financial Instruments With
Characteristics of Both Liabilities and Equity. SFAS 150 requires the shares
that are mandatorily redeemable for cash or other assets at a specified or
determinable date or upon an event certain to occur, be classified as
liabilities, not as part of shareholders equity. This pronouncement does not
currently apply to the Company.
Stock Options
The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for its stock option plans.
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
5
granted under the plans, if applicable, had been determined in accordance with
the fair value based method prescribed in SFAS 123. The Company does not plan to
adopt the fair value based method prescribed by SFAS 123.
Solely for the purpose of providing the pro forma information required by 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
8.70%, volatility at 30%, risk free interest rate of 5.05% for 2003.
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):
Three Months Ended
March 31,
(unaudited)
------------------------
2004 2003
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Net income (loss) to common shareholders
Income (loss) to common shareholders, as reported $(13,317) $ 3,803
Stock-based employee compensation expense included in
reported income 131 126
Fair value of stock options and restricted stock awards (135) (130)
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Pro forma $(13,321) $ 3,799
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Total net income (loss) income per share, basic and diluted:
As reported $ (.55) $ .16
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Pro forma $ (.55) $ .16
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(3) DISCONTINUED OPERATIONS
On March 19, 2004, the Company sold an 83,000 square foot shopping center in
Capitol Heights, Maryland. The sale price of the shopping center was $7 million
with net proceeds of approximately $1.2 million after the repayment of debt in
the amount of $5.2 million. The Company recognized a loss of approximately
$4,000.
The result of operations from this property, along with other properties sold in
2003, is reported as income from operations of properties sold or held for sale.
(4) REAL ESTATE
(a) Real Estate is located in 16 states and consists of (in thousands):
March 31, 2004 December 31, 2003
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Income producing:
Land $ 138,655 $ 134,928
Shopping centers 670,520 648,183
Office buildings 5,973 6,873
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Total 815,148 789,984
Less accumulated depreciation (69,917) (65,316)
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Real estate - income producing, net $ 745,231 $ 724,668
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6
Properties held for sale:
Land $ - $ 1,371
Shopping centers, net - 4,900
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Properties held for sale $ - $ 6,271
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(b) On February 17, 2004, the Company completed the acquisition of a 203,000
square foot shopping center in Worcester, Massachusetts for a purchase price of
$19.9 million including transaction costs. The center is 99% occupied and is
anchored by a 67,000 square foot supermarket. The shopping center was initially
funded using cash and the property was subsequently pledged as collateral under
the Credit Facility.
c) Real Estate with a net book value of $671.1 million at March 31, 2004, is
pledged as collateral for borrowings (see Note 6).
(5) MORTGAGE NOTES RECEIVABLE
At March 31, 2004, the Company's mortgage notes receivable amounted to $30.7
million including an aggregate of $8.4 million due from H. Irwin Levy, a
Trustee. They are secured by first mortgages on the recreation facilities at
three Century Village adult condominium communities in southeast Florida
(collectively, the "Recreation Notes"). As of March 31, 2004, none of the
mortgage notes were delinquent.
The Recreation 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 ranging from 8.84% to 13.5%. The Recreation
Notes are pledged as collateral for certain borrowings (see Note 6). Two of the
Recreation Notes are prepayable in 2007.
(6) BORROWINGS
Borrowings consist of (in thousands):
March 31, December 31,
2004 2003
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Mortgage notes payable through June 2013, interest fixed at a rate of 6.12% per annum,
collateralized by mortgages on fifteen shopping centers. $ 190,000 $ 190,000
Mortgage notes, net of unamortized premium of $2.2 million and $2.3 million for
2004 and 2003, respectively, payable through August 2014, interest ranging from
2.69% to 9.22% per annum, collateralized by mortgages on twenty-three shopping centers. 165,551 182,107
Mortgage notes payable through October 2008, interest fixed at 7.00% per annum,
collateralized by mortgages on nine shopping centers. 62,125 62,338
Mortgage notes payable through December 2005, interest at borrower's election of
prime plus .25% or one, three or six month LIBOR plus a minimum of 1.75% to a
maximum of 2.25% (blended rate of 3.38% at March 31, 2004), collateralized by
mortgages on seventeen shopping centers. 66,988 1,988
Collateralized Mortgage Obligations, net of unamortized discount of $89,000 and
$102,000, respectively, payable through March 2007, interest fixed at 8.84%
per annum, collateralized by certain of the Recreation Notes (see Note 5). 13,650 14,638
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Totals $ 498,314 $ 451,071
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7
(7) INVESTMENT IN UNCONSOLIDATED AFFILIATES
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 unaffiliated parties. The Company has no financial
obligations with respect to such partnerships except under state law, as general
partners. The Company receives monthly distributions from each of the
partnerships based on cash flows.
In July 2003, the Company formed a joint venture with Tower Fund ("Tower'), for
the purpose of acquiring real estate assets. Tower is a commingled separate
account available through annuity contracts of Metropolitan Life Insurance
Company (New York, New York) and managed by SSR Realty Advisors. The Company
administers the day-to-day affairs of the joint venture which is owned 80% by
Tower and 20% by the Company. The joint venture owns four shopping centers
comprising 553,000 square feet in Vestal, New York. The joint venture properties
are all 100% occupied and were purchased by the joint venture for $69.7 million
plus transaction costs. The properties were purchased using $43.7 million in
non-recourse debt and the balance in cash. The Company's equity contribution to
the joint venture was approximately $6 million including transaction costs.
The Company owns a 95% economic interest in Drexel Realty, Inc. ("Drexel"),
which is engaged in the leasing and management of real estate. As of March 31,
2004, Drexel managed four properties in Pennsylvania and New Jersey owned by
third parties. Currently, the Company owns 1% of the voting stock and 100% of
the non-voting stock. 99% of the voting stock of Drexel is beneficially owned by
Mr. Louis P. Meshon, Sr., a Trustee, and held in a voting trust. Mr. Meshon
currently serves as President of Drexel.
The Company accounts for its investments in unconsolidated affiliates using the
equity method except for, effective January 1, 2004, Drexel is reported on a
consolidated basis in accordance with FIN 46.
(8) BENEFICIARIES' EQUITY
On April 3, 2002, the Company filed a Shelf Registration Statement on Form S-3
("Shelf Registration") to register $150 million in common and preferred shares
of beneficial interest, depository shares, warrants and debt securities. The
Shelf Registration Statement became effective April 17, 2002.
On January 30, 2004, the Company redeemed all of its outstanding 9.5% Series D
Cumulative Redeemable Preferred Shares of beneficial interest for $25.00 per
share plus accrued and unpaid distributions though January 30, 2004 of $0.066
per share. The total outstanding shares redeemed were 1,653,200 with a par value
of $.01 per share. At this time, the Company retired all 1,800,000 shares of
Series D preferred shares originally issued. In connection with the redemption
of the Series D preferred shares, the Company's first quarter 2004 results
reflect a reduction in income to common shareholders of beneficial interest of
approximately $17.7 million. This reduction will be taken in accordance with the
July 31, 2003 Securities and Exchange Commission interpretation of FASB-EITF
Abstract Topic No. D-42, "The Effect on the Calculation of Earnings per Share
for the Redemption or Induced Conversion of Preferred Stock" ("Topic D-42").
Under Topic D-42, the difference between the carrying amount of the shares and
the redemption price must be recorded as a reduction in income to shareholders
of beneficial interest and, therefore, will impact net income per share.
On February 27, 2004 under the Shelf Registration, the Company sold 400,000 of
its 8.25% Series E Cumulative Redeemable Preferred Shares to certain investment
advisory clients of Cohen & Steers Capital Management, Inc. for net proceeds of
$10.1 million. Shares were priced at $25.50 and the purchasers paid accrued
dividends of $.3306 per share. There were no placement or underwriting fees
associated with the transaction. The Company will use the $10.1 million for
general corporate purposes.
8
(9) SUBSEQUENT EVENTS
On April 8, 2004, the Company filed a post-effective amendment to the Shelf
Registration statement. As of that date, the Company had issued common shares
and preferred shares registered under the Shelf Registration with an aggregate
initial offering price of $131,586,500, leaving securities with an aggregate
maximum initial offering price of $18,413,500 unsold under the Shelf Statement
(the "Remaining Amount"). The Company removed from registration the Remaining
Amount of securities registered but unsold under the Shelf Statement.
On April 8, 2004, the Company filed a Shelf Registration Statement on Form S-3
("New Shelf Registration") to register $250 million in common and preferred
shares of beneficial interest, depository shares, warrants and debt securities.
The New Shelf Registration statement became effective April 21, 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 31, 2004 and 2003
Net Income
For the quarter ended March 31, 2004, net loss to holders of common shares of
beneficial interest was $13.3 million or $.55 per common share compared to net
income to holders of common shares of beneficial interest of $3.8 million or
$.16 per common share for the same period of 2003. On January 30, 2004, the
Company redeemed all of its outstanding 9.5% Series D Cumulative Redeemable
Preferred Shares of beneficial interest for $25.00 per share plus accrued and
unpaid distributions though January 30, 2004 of $0.066 per share. The total
outstanding shares redeemed were 1,653,200 with a par value of $.01 per share.
At this time, the Company retired all 1,800,000 shares of Series D preferred
shares originally issued. In connection with the redemption of the Series D
preferred shares, the Company's first quarter 2004 results reflect a reduction
in income to common shareholders of beneficial interest of approximately $17.7
million. This reduction was taken in accordance with the July 31, 2003
Securities and Exchange Commission interpretation of FASB-EITF Abstract Topic
No. D-42, "The Effect on the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock" ("Topic D-42"). Under Topic
D-42, the difference between the carrying amount of the shares and the
redemption price must be recorded as a reduction in income to common
shareholders of beneficial interest and, therefore, impacts net income per
share. Net income (loss) per share was also impacted by the increase in the
weighted average of common shares of beneficial interest
During the quarter ended March 31, 2004, rent revenue and operating expenses
increased by $2.1 million and $470,000, respectively (a net rental income
increase of $1.6 million). The rent revenue increase is primarily due to
increased base rentals and recoveries of operating expense in the existing
portfolio in the amount of $870,000 and an increase in rental revenue of $1.7
million resulting from the acquisition of six income-producing properties (three
on April 3, 2003, one on July 24, 2003, one on July 25, 2003 and one on February
17, 2004), offset by the loss of rent from tenant bankruptcies in the amount of
$440,000. Operating expenses increased during the first quarter of 2004
primarily due to an increase in general maintenance expense in the amount of
$350,000, an increase in real estate tax expense in the amount of $310,000, an
increase in insurance expense in the amount of $85,000, an increase in utility
expense in the amount of $40,000, and additional operating expense of $425,000
as a result of the purchase of the six income-producing properties, offset by a
decrease in snow removal costs in the amount of $740,000.
9
Interest income decreased by $93,000 during the first quarter of 2004, of which
$73,000 is attributable to scheduled repayments of mortgage notes receivable
(see Note 5 to our consolidated financial statements) which are long term and
require self-amortizing payments through 2012, and lower interest earned on cash
deposits in the amount of $20,000 as a result of lower rates.
Interest expense decreased by $556,000 during the first quarter of 2004
primarily of which approximately $1.6 million was a result of a decrease in
rates on the Company's variable and fixed rate debt and the repayment of
borrowings, offset by an increase in interest expense in the amount of $275,000
as a result of the debt assumed for the purchase of the income-producing
properties, an increase in interest expense in the amount of $500,000 as a
result of higher debt levels on the Company's lines of credit, and an increase
in the amortization expense of deferred finance costs in the amount of
approximately $220,000.
Depreciation and amortization increased by $454,000, primarily due to additional
expense of $277,000 as a result of capital expenditures and the additional
expense of $177,000 as a result of the purchase of the six income-producing
properties.
Equity in income of unconsolidated affiliates increased by $134,000 primarily
due the Company's 20% investment in a joint venture located in Vestal, NY in
July 2003.
General and administrative expenses increased by $255,000, primarily due to
higher payroll related expenses in the amount of $80,000, an increase in
information technology expense of $40,000, and an additional expense in the
amount of $150,000 due to the consolidation of Drexel in accordance with FASB
Interpretation No. 46.
Income from discontinued operations was $17,000 for the first quarter of 2004
compared to income of $1.5 million for the first quarter of 2003. The 2004
amount included a loss from the sale of real estate in the amount of $4,000. The
2003 amount consists of the net income from properties sold in 2004 and 2003, as
well as the properties held for sale.
Preferred share distribution increased by $667,000 as a result of the issuance
of 2.4 million shares of Series E preferred shares on December 30, 2003 and
400,000 shares of Series E preferred shares on February 27, 2004, offset by the
redemption of Series D preferred shares on January 30, 2004.
Funds From Operations
Funds From Operations ("FFO"), as defined by the National Association of Real
Estate Investment Trusts (NAREIT), consists of net income (computed in
accordance with generally accepted accounting principles) before depreciation
and amortization of real property, extraordinary items and gains and losses on
sales of income-producing real estate.
The following schedule reconciles FFO to net income (in thousands):
Three Months Ended
March 31,
(unaudited)
------------------------
2004 2003
-------- --------
Net income (loss) to common shareholders (1) $(13,317) $ 3,803
Depreciation and amortization of real property (2) (3) 4,615 4,220
Loss on sale of income-producing real estate (4) 3 -
-------- --------
FFO $ (8,699) $ 8,023
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10
(1) Includes a reduction in income to common shareholders of beneficial
interest of approximately $16.6 million, net of minority interest, in
connection with the redemption of the Company's 9.5% Series D Cumulative
Redeemable Preferred Shares of beneficial interest in accordance with
Topic D-42 for the three months ended March 31, 2004.
(2) Net of minority interests of $319 and $306, respectively, for the three
months ended March 31, 2004 and March 31, 2003.
(3) Depreciation related to unconsolidated affiliates of $118 and $43,
respectively, for the three months ended March 31, 2004 and March 31,
2003.
(4) Net of amounts attributable to minority interests $(1) for the three
months ended March 31, 2004.
The Company believes that FFO should be considered in conjunction with net
income, as presented in the statements of operations. 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 extraordinary items and the
gain on the sale of real estate 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. Since all companies do not calculate FFO in a
similar fashion, the Company's calculation, presented above, may not be
comparable to similarly titled measures reported by other companies.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated Statements of Cash Flows
Net cash provided by operating activities, as reported in the Consolidated
Statements of Cash Flows, amounted to $10.1 million for the three months ended
March 31, 2004 compared to $7.2 million for the same period in 2003. The
increase in cash flow is primarily due to an increase in the net operating
income in the amount of $1.7 million in the first three months of 2004 compared
the same period in 2003, a decrease in accounts payable and other liabilities of
$750,000 in the first three months of 2004 compared to an decrease of $1.1
million for the same period in 2003, and a decrease in other assets in the
amount of $935,000 for the first three months of 2004 compared to a decrease of
$85,000 million for the same period in 2003.
Net cash used in investing activities for the three months ended March 31, 2004
amounted to $17.8 million, compared to net cash provided by investing activities
of $1.6 million for the same period in 2003. The 2004 amounts reflect $5.1
million used for capital improvements, and $19.9 million used for acquisitions,
offset by net proceeds from the sale of real estate in the amount of $6.2
million, $407,000 of collections on mortgage notes receivable, and $571,000 of
distributions from unconsolidated affiliates. The 2003 amounts reflect net
proceeds from the sale of real estate in the amount of $4.2 million, $359,000 of
collections on mortgage notes receivable, and $211,000 of distributions from
unconsolidated affiliates, offset by $3.2 million used for capital improvements.
Net cash provided by financing activities was $6.2 million for the three months
ended March 31, 2004 compared to cash used in financing activities of $14.1
million in the same period in 2003. The 2004 amounts consist of $47.2 million of
net borrowings, $10 million of proceeds from the issuance of preferred shares of
beneficial interest and $434,000 received from stock options exercised,
partially offset by $41.3 million for the repurchase of preferred shares of
beneficial interest, cash distributions of $9.6 million to shareholders, and
cash distributions of $541,000 to minority interests. The 2003 amounts consist
of cash distributions of $9.3 million to shareholders, $8.1 million of net
repayment of borrowings, cash distributions of $541,000 to
11
minority interests, and $195,000 for deferred finance costs offset by $4 million
of proceeds from the issuance of common shares of beneficial interest.
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 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 financings in the public or
private markets.
Borrowings
At March 31, 2004, the Company's contractual obligations are as follows:
Payments Due by Period
(in millions)
Less than 1 year 1 to 3 years 4 to 5 years After 5 years
---------------- ------------ ------------ -------------
$ 43.3 $ 102.0 $ 103.9 $ 249.1
At March 31, 2004, borrowings were $498.3 million. Scheduled principal payments
over the remainder of this year and the next four years are $249.2 million with
$249.1 million due thereafter. Borrowings consist of $427 million of fixed rate
indebtedness, with a weighted average interest rate of 6.64% at March 31, 2004,
and $71.3 million of variable rate indebtedness with a weighted average interest
rate of 3.35% at March 31, 2004. The borrowings are collateralized by a
substantial portion of the Company's real estate and three Century Village adult
condominium communities in southeast Florida (collectively, 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 June 16, 2003, the Company entered into a ten year, fixed rate loan
agreement with Metropolitan Life Insurance Company (the "Metlife Loan") for a
loan in the amount of $190 million to replace a $181.7 million fixed rate real
estate mortgage loan that matured on June 20, 2003. The Metlife Loan is secured
by fifteen shopping center properties (the "Mortgaged Properties") and the
remaining principal balance of the Metlife Loan is due in June 2013. The Metlife
Loan bears a fixed interest rate of 6.12% per annum and requires monthly
payments of interest only for the first two years of the ten year term and
monthly payments of interest and principal based on a 30-year amortization for
the remaining term.
Effective December 20, 2002, the Company entered into a loan agreement (the
"Loan Agreement") with Fleet National Bank, N.A. on its own behalf and as agent
for certain other banks providing for a credit facility (the "Credit Facility").
As of December 30, 2002, the date of the initial funding, the maximum amount of
the Credit Facility was then $100 million and the maximum amount the Company
could borrow was $68 million based on the current then collateral. The maximum
amount of the Credit Facility was increased to $125 million on March 19, 2003,
under the terms and conditions of the Loan Agreement. The Borrowing Base
available to Kramont OP under the Credit Facility is subject to increase or
decrease from its current amount pursuant to the terms of the Loan Agreement.
The Credit Facility is a revolving line of credit with a term of three years and
is secured by guarantees by the Company and those of its subsidiaries who have
provided mortgages to the lenders, seventeen first mortgages on shopping centers
and a first priority security interest in the
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membership interests and partnership interests of the subsidiary entities. The
Credit Facility contains various financial covenants that must be observed. The
Company was in compliance with these covenants at March 31, 2004. Credit
Facility borrowings bear interest at the Borrower's election of (a) at the prime
rate or the prime rate plus 25 basis points based on the leverage ratio of the
Company's and Kramont OP's total debt and liabilities to its total asset value,
or (b) London InterBank Offered Rate ("LIBOR") plus 175 to 225 basis points
based on such ratio. Interest rates may be set for one, three or six-month
periods. Advances under the Credit Facility may be used for general corporate
purposes and, among other purposes, to fund acquisitions, repayment of all or
part of outstanding indebtedness, expansions, renovations, financing and
refinancing of real estate, closing costs and for other lawful purposes. The
outstanding balance on the Credit Facility was approximately $67 million as of
March 31, 2004. Based on the current collateral the Company can borrow an
additional $16.6 million as of March 31, 2004.
In 1998, the Company obtained a $65.9 million fixed rate mortgage from Salomon
Brothers Realty Corp. This loan is secured by a first mortgage on nine
properties acquired by the Company 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 was approximately $62.1 million as
of March 31, 2004. 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-five mortgage loans outstanding as of March
31, 2004 which were primarily assumed in connection with various acquisitions of
certain shopping centers. These mortgage loans have maturity dates ranging from
2004 through 2014. Twenty-two of the twenty-five mortgage loans have fixed
interest rates ranging from 5.15% to 9.22%. The outstanding principal balance on
these mortgage loans at March 31, 2004 was approximately $161.2 million. The
remaining three mortgage loans, in the aggregate amount of $4.4 million at March
31, 2004, have variable rates ranging from 2.69% to 6.88%.
The Company has $13.6 million of borrowings consisting of Collateralized
Mortgage Obligations, 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.
On July 12, 2001, the Company established a secured line of credit in the amount
of $3.2 million with Wachovia Bank, N.A. This line is secured by a shopping
center and has an interest rate payable at a rate adjusted monthly to the sum of
30 day LIBOR plus 1.8%. The line of credit matures on October 31, 2004. No
amounts were outstanding at March 31, 2004 on this line of credit.
The Company has a line of credit with Wilmington Trust of Pennsylvania in the
amount of $3.5 million secured by two shopping centers with an interest rate
payable at a rate adjusted monthly to the sum of 30 day LIBOR plus 1.8%. The
line of credit matures on June 30, 2004. At March 31, 2004 there was no
outstanding balance on this line of credit.
Acquisitions
On February 17, 2004, the Company completed the acquisition of a 203,000 square
foot shopping center in Worcester, Massachusetts for a purchase price of $19.9
million including transaction costs. The center is 99% occupied and is anchored
by a 67,000 square foot supermarket. The shopping center was initially funded
using cash and the property was subsequently pledged as collateral under the
Credit Facility.
Dispositions
On March 19, 2004, the Company sold an 83,000 square foot shopping center in
Capitol Heights, Maryland.
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The sale price of the shopping center was $7 million with net proceeds of
approximately $1.2 million after the repayment debt of $5.2 million. The Company
recognized a loss of approximately $4,000.
Capital Resources
On April 3, 2002, the Company filed a Shelf Registration Statement on Form S-3
("Shelf Registration") to register $150 million in common and preferred shares
of beneficial interest, depository shares, warrants and debt securities. The
Shelf Registration Statement became effective April 17, 2002.
On January 30, 2004, the Company redeemed all of its outstanding 9.5% Series D
Cumulative Redeemable Preferred Shares of beneficial interest for $25.00 per
share plus accrued and unpaid distributions though January 30, 2004 of $0.066
per share. The total outstanding shares redeemed were 1,653,200 with a par value
of $.01 per share. At this time, the Company retired all 1,800,000 shares of
Series D preferred shares originally issued. In connection with the redemption
of the Series D preferred shares, the Company's first quarter 2004 results
reflect a reduction in income to common shareholders of beneficial interest of
approximately $17.7 million. This reduction was taken in accordance with the
July 31, 2003 Securities and Exchange Commission interpretation of FASB-EITF
Abstract Topic No. D-42, "The Effect on the Calculation of Earnings per Share
for the Redemption or Induced Conversion of Preferred Stock" ("Topic D-42").
Under Topic D-42, the difference between the carrying amount of the shares and
the redemption price must be recorded as a reduction in income to common
shareholders of beneficial interest and, therefore, will impact net income per
share.
On February 27, 2004 under the Shelf Registration, the Company sold 400,000 of
its 8.25% Series E Cumulative Redeemable Preferred Shares to certain investment
advisory clients of Cohen & Steers Capital Management, Inc. for net proceeds of
$10.1 million. Shares were priced at $25.50 and the purchasers paid accrued
dividends of $.3306 per share. There were no placement or underwriting fees
associated with the transaction. The Company will use the $10.1 million for
general corporate purposes.
Subsequent Events
On April 8, 2004, the Company filed a post-effective amendment to the Shelf
Registration statement. As of that date, the Company had issued common shares
and preferred shares registered under the Shelf Registration with an aggregate
initial offering price of $131,586,500, leaving securities with an aggregate
maximum initial offering price of $18,413,500 unsold under the Shelf Statement
(the "Remaining Amount"). The Company removed from registration the Remaining
Amount of securities registered but unsold under the Shelf Statement.
On April 8, 2004, the Company filed a Shelf Registration Statement on Form S-3
("New Shelf Registration") to register $250 million in common and preferred
shares of beneficial interest, depository shares, warrants and debt securities.
The New Shelf Registration statement became effective April 21, 2004.
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 in certain leases which generally increase rental
rates periodically 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.
14
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 $498.3
million of debt outstanding as of March 31, 2004 of which $427 million, or
85.7%, has been borrowed at fixed rates ranging from 5.15% to 9.22% with
maturities through 2014. As these debt instruments mature, the Company typically
refinances such debt at the current 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 March
31, 2004, a 100 basis point increase in interest rates would result in an
additional $713,000 in interest incurred per year and a 100 basis point decline
would lower interest incurred by $713,000. To ameliorate the risks of interest
rate increases, the Company has entered into an interest rate swap agreement in
the notional amount of $22.5 million. A 100 basis point increase in interest
rates would result in an approximate decrease of $25 million in the fair value
of the fixed rate debt and a 100 basis point decline would result in an
approximate increase of $25 million in the fair value.
The Company also has $30.7 million of fixed rate mortgage notes receivable.
Changes in interest rates impacts the market value of the mortgage notes
receivable, but has no impact on interest earned or cash flows. A 100 basis
point increase in interest rates would result in a $1 million decrease in the
fair value of the mortgage notes receivable and a 100 basis point decline would
result in a $1 million increase in the fair value.
ITEM 4. CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's "disclosure
controls and procedures," as that term is defined in Rule 13a-15(e) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
of March 31, 2004. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in the reports that the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms, and to ensure that such information is accumulated
and communicated to the Company's management, including the Chief Executive
Officer and Chief Financial Officer as appropriate to allow timely decisions
regarding required disclosure.
There were no changes in the Company's internal control over financial reporting
during the quarter ended March 31, 2004 identified in connection with the
evaluation thereof by the Company's management, including the Chief Executive
Officer and Chief Financial Officer, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Forward-Looking Statements
Certain statements contained in this Quarterly Report may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and as such may involve known and unknown risks, uncertainties and
other factors
15
which may cause our actual results, performance or achievements to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. Forward-looking statements, which are based
on certain assumptions and describe our future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project",
or the negative thereof, or other variations thereon or comparable terminology.
Factors which could have a material adverse effect on the operations and future
prospects of our company include:
- our inability to identify properties to acquire or our inability to
successfully integrate acquired properties and operations;
- our dependence on the retail industry, including the effect of
general or regional economic downturns on demand for leased space at
and the amount of rents chargeable by neighborhood and community
shopping centers;
- changes in tax laws or regulations, especially those relating to
REITs and real estate in general;
- our failure to continue to qualify as a REIT under U.S. tax laws;
- the number, frequency and duration of tenant vacancies that we
experience;
- the time and cost required to solicit new tenants and to obtain
lease renewals from existing tenants on terms that are favorable to
us;
- tenant bankruptcies and closings;
- the general financial condition of, or possible mergers or
acquisitions involving, our tenants;
- competition from other real estate companies or from competing
shopping centers or other commercial developments;
- changes in interest rates and national and local economic
conditions;
- increases in our operating costs;
- compliance with regulatory requirements, including the Americans
with Disabilities Act;
- the continued service of our senior executive officers;
- possible environmental liabilities;
- the availability, cost and terms of financing;
- the time and cost required to identify, acquire, construct or
develop additional properties that result in the returns anticipated
or sought;
- the costs required to re-develop or renovate any of our current or
future properties; and
- our inability to obtain insurance coverage to cover liabilities
arising from terrorist attacks or other causes or to obtain such
coverage at commercially reasonable rates.
You should also carefully consider any other factors contained in this Quarterly
Report, including the information incorporated by reference into this Quarterly
Report. Unless otherwise indicated, statements herein are made as of the end of
the period to which this Quarterly Report relates, and the Company disclaims any
obligation to publicly update or revise any forward-looking statement in this
Quarterly Report which may thereafter appear to be inaccurate for any reason.
You should not rely on the information contained in any forward-looking
statements, and you should not expect us to update any forward-looking
statements.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 2. Changes in Securities and Use of Proceeds
(e) Issuer Purchases of Equity Securities
16
(c) Total Number of (d) Maximum Number (or
Shares Purchased Approximate Dollar
(a) Total Number (b) Average Pursuant to Publicly Value) of Shares that May
of Shares Price Paid Per Announced Plans or Yet Be Purchased Under
Period Purchased Share Programs the Plans or Programs
---------------- ---------------- -------------- -------------------- -------------------------
1/1/04 - 1/31/04 1,653,200 (1) $ 25 0 0
2/1/04 - 2/29/04 -- -- -- --
3/1/04 - 3/31/04 -- -- -- --
(1) On January 30, 2004, the Company redeemed all of its outstanding 9.5% Series
D Cumulative Redeemable Preferred Shares of beneficial interest for $25.00 per
share plus accrued and unpaid distributions though January 30, 2004 of $0.066
per share.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
EXHIBIT NO. DOCUMENT
----------- ------------------------------------------------------------
31.1 Certification by Chief Executive Officer of Kramont Realty
Trust pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer of Kramont Realty
Trust pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Executive Officer of Kramont Realty
Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer of Kramont Realty
Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Form 8-K
On February 23, 2004, the Company filed a Current Report on Form 8-K,
dated January 30,
17
2004, reporting under Item 5 - "Other Events" - The Company redeemed its
outstanding 9.5% Series D Cumulative Redeemable Preferred Shares of
beneficial interest, and announced certain other matters.
On February 27, 2004, the Company filed a Current Report on Form 8-K,
reporting under Item 5 - "Other Events" - The Company issued and sold
400,000 of its 8.25% Series E Cumulative Preferred Shares of beneficial
interest
On February 27, 2004, the Company furnished a Current Report on Form 8-K,
reporting under Item 12 - "Results of Operations and Financial Condition"
- Consolidated financial results for the year and quarter ended December
31, 2003.
On March 3, 2004, the Company furnished a Current Report on Form 8-K,
reporting under Item 9 - "Regulation FD Disclosure" - Presentation at
Smith Barney Citigroup REIT Conference.
Information in any of our Current Reports on Form 8-K furnished under Item
12, "Results of Operations and Financial Condition," shall not be deemed
to be "filed" for the purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into a filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KRAMONT REALTY TRUST
----------------------------------------------------
(Registrant)
/s/ Louis P. Meshon, Sr.
May 6, 2004 ----------------------------------------------------
Louis P. Meshon Sr., President
/s/ Carl E. Kraus
May 6, 2004 ----------------------------------------------------
Carl E. Kraus, Chief Financial Officer and Treasurer
19