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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________________
Commission File Number 1-15923
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:
Title of Class Name of exchange 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
8.25% SERIES E 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. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the voting common shares held by non-affiliates of
the Registrant was approximately $392 million based on the closing price on the
New York Stock Exchange for such shares on June 30, 2003.
The number of shares of the Registrant's Common Shares of Beneficial Interest
outstanding was 24,069,925 as of March 15, 2004.
Portions of the Registrant's definitive proxy statement for the 2004 Annual
Meeting of Shareholders, to be filed not later than April 29, 2004, are
incorporated by reference into Items 10, 11, 12, 13, and 14 of Part III of this
Form 10-K.
Forward-Looking Statements
Certain statements contained in this Annual 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 and Exchange Act of
1934, as amended, and as such may involve known and unknown risks, uncertainties
and other factors 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
Annual Report, including the information incorporated by reference into this
Annual Report. Unless otherwise indicated, statements herein are made as of the
end of the period to which this Annual Report relates, and the Company disclaims
any obligation to publicly update or revise any forward-looking statement in
this Annual 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.
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TABLE OF CONTENTS
Form 10-K
Item No. Report Page
-------- -----------
PART I
1. Business .................................................................... 4
2. Properties .................................................................. 9
3. Legal Proceedings ........................................................... 13
4. Submission of Matters to a Vote of Security Holders ......................... 13
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters and Issuer Purchases of Equity Securities ............... 13
6. Selected Financial Data ..................................................... 15
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................................... 16
7A. Quantitative and Qualitative Disclosures About Market Risk .................. 26
8. Financial Statements and Supplementary Data ................................. 26
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures ........................................ 51
9A. Controls and Procedures ..................................................... 51
PART III
10. Trustees and Executive Officers of the Registrant ........................... 51
11. Executive Compensation ...................................................... 51
12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters .................................. 51
13. Certain Relationships and Related Transactions .............................. 51
14. Principal Accountant Fees and Services ...................................... 51
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K ............. 52
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PART I
BACKGROUND
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont")
acquired its assets through the merger of Kranzco Realty Trust ("Kranzco") and
CV Reit, Inc. ("CV Reit") into Kramont in a merger 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 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.
ITEM 1. BUSINESS
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 primarily 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 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 interests in shopping
centers. Accordingly, the Company conducts its operations through an Umbrella
Partnership REIT ("UPREIT") structure. As of December 31, 2003, Kramont owned
93.57% of Kramont OP and is its sole general partner. As of December 31, 2003,
Kramont OP indirectly owned 99.87% of the limited partnership interest of
Montgomery OP and owned 100% of its sole general partner. As of December 31,
2003, the OPs owned and operated eighty-two shopping centers (one of which is
held for sale) and two office buildings, and managed four shopping centers for
third parties and four shopping centers in connection with a joint venture,
located in 15 states aggregating approximately 12.1 million leasable square
feet.
The owners of the minority interests hold operating partnership units ("OP
Units") which are convertible into common shares of beneficial interest on a one
to one basis. The Company has the option to issue the common shares of
beneficial interest or redeem them for cash equal to the then fair market value
of the common shares at the time of the conversion. At December 31, 2003, there
were 1,666,152 outstanding OP Units in the OPs.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company's income-producing properties and other assets represent one
reportable segment as each of the income-producing properties have similar
economic and environmental conditions, business processes, types of customers
(i.e., tenants), and services provided, and because resource allocation and
other operating decisions are based on an evaluation of the entire portfolio. In
addition, the Company believes the Mortgage Note Receivables are not material
and do not represent a separate operating segment.
OPERATING STRATEGIES
Our primary business objectives are to increase Funds From Operations (See Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations 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:
- 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.
- Acquisition of additional properties which satisfy our
criteria, at favorable prices, including properties requiring
renovation or re-leasing.
- Completion of strategic renovations and expansions to further
maximize operating cash flows.
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- Attainment of greater access to capital 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") and
regulations promulgated thereunder applicable to REITs 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
board of 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 ("OP
Units"). 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 manage day-to-day operations of any joint venture's 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 all or some of the 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 Trustees will consider any transaction
involving loans to other entities or persons on a case by case basis.
FINANCING STRATEGIES
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 OP, available cash flows from operations, the issuance of other
equity securities, the sale of investments and, within the debt guidelines
described below, 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 costs of those functions are
passed through to tenants to the extent permitted by their respective leases.
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The Company has computer software systems designed to support its operating,
leasing, 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,
operating income, cash flows and budgets.
ASSETS
At December 31, 2003, the book value of the Company's assets amounted to $810.7
million, including $730.9 million in income-producing real estate and properties
held for sale, and $31.1 million in real estate mortgage notes receivable. A
description of the Company's principal assets follows:
PROPERTIES
Income-Producing Real Estate and Properties Held for Sale - Please refer to Item
2. Properties.
MORTGAGE NOTES RECEIVABLE
At December 31, 2003, the Company's mortgage notes receivable amounted to $31.1
million including an aggregate of $8.5 million due from H. Irwin Levy, a
Trustee. They are secured by first mortgages on the recreation facilities at the
three Century Village adult condominium communities in southeast Florida. As of
December 31, 2003, 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 ranging from 8.84% to 13.5%. The notes
are pledged as collateral for certain borrowings. Two of the notes are
prepayable in 2007. 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 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.
Drexel
Effective December 31, 1997, the Company acquired a 95% economic interest in
Drexel Realty, Inc. ("Drexel"), which for over 30 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 other
properties located in Pennsylvania and New Jersey owned by third parties. As of
December 31, 2003, Drexel managed four properties in Pennsylvania and New Jersey
owned by third parties. At this time, it is not contemplated that Drexel will
seek additional third party management contracts. 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. Please refer
to Item 13. Certain Relationships and Related Transactions regarding related
party transactions with Mr. Meshon.
Shopping Center Venture
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
will administer 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
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properties are all 100% occupied and were purchased by the joint venture for
$69.7 million plus transaction costs. The Company's equity contribution to the
joint venture is approximately $6 million including transaction costs.
The Company accounts for its investments in unconsolidated affiliates using the
equity method.
INDUSTRY FACTORS
Ownership of shopping centers involves risks arising from changes in economic
conditions, generally, and in the 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.
MATERIAL TENANTS
The Company relies on major tenants to pay rent, and their inability to pay rent
may substantially reduce the Company's net income and cash available for
distributions to shareholders. The Company's four largest tenants are Wal-Mart
Stores, Inc. ("Wal-Mart"), Ahold USA, Inc. ("Ahold"), TJX Companies, Inc.
("TJX"), and Kmart Corporation ("Kmart"). As of December 31, 2003, Wal-Mart
represented approximately 7% of the Company's annualized minimum rents, Ahold
represented 5% of the Company's annualized minimum rents, TJX represented 3% of
the Company's annualized minimum rents, and Kmart represented 2.7% of the
Company's annualized minimum rents. As of December 31, 2003, no other tenant
would have represented more than 2.1% of the aggregate annualized minimum rents
of the Company's shopping centers.
Kmart emerged from bankruptcy on May 6, 2003. As of December 31, 2003, Kmart has
not announced the closing of any of the Company's six Kmart stores. However,
there is no guarantee that Kmart will not announce any future store closings.
BANKRUPT TENANTS
The Company's business, results of operations and financial condition would be
materially adversely affected if a significant number of tenants at the shopping
centers fail to meet their lease obligations, including the obligation, in
certain cases to pay a portion of increases in the Company's operating expenses.
In the event of a default by a tenant, the Company may experience delays in
enforcing its rights as landlord and may incur substantial costs in protecting
its investment. If a tenant seeks protection under the bankruptcy laws, the
lease may be terminated or rejected in which case the amount of rent the Company
is able to collect will be substantially reduced and in some cases the Company
may not collect any rent. In addition, it is likely the Company would not be
able to recover any unamortized deferred costs related to such tenant.
Accordingly, the bankruptcy or insolvency of one or more major tenants or a
number of other tenants may materially adversely affect our business, results of
operations and financial condition.
COMPETITION
The Company's competitors for acceptable investments include private investors,
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. All of the shopping centers are located in areas
which have shopping centers and other retail facilities. Generally, there are
other retail properties within a five-mile radius of a
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shopping center. The amount of rentable retail space in the vicinity of the
Company's shopping centers could have a material adverse effect on the amount of
rent charged by the Company and on the Company's ability to rent vacant space
and/or renew leases of such shopping centers. There are numerous commercial
developers, real estate companies, and major retailers that compete with the
Company in seeking land for development, properties for acquisition and tenants
for properties, some of which may have greater financial resources than the
Company and more operating or development experience than that of the Company.
There are numerous shopping facilities that compete with the Company's shopping
centers in attracting retailers to lease space. In addition, retailers at the
shopping centers may face increasing competition from the Internet, outlet
malls, discount shopping clubs, catalog companies, direct mail, telemarketing,
and home shopping TV. 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 ownership and operation of shopping centers.
REAL ESTATE AND OTHER CONSIDERATIONS
As an owner and developer of real estate, the Company is subject to risks
arising in connection with such activities and with the underlying real estate,
including unknown deficiencies of and the ability to successfully develop or
manage recently acquired shopping centers, poor economic conditions in those
areas where shopping centers are located, defaults on tenant leases or
non-renewal of leases, tenant bankruptcies, competition, liquidity of real
estate, inability to rent vacant space, failure to generate sufficient income to
meet operating expenses, including debt service, capital expenditures and tenant
improvements, balloon payments on debt, environmental matters, financing
availability, financial and operating restrictions imposed by certain financing
arrangements, defaults under and failure to repay borrowings, fluctuations in
interest rates, changes in real estate and zoning laws, cost overruns, delays,
and other risks of development activities. The success of the Company also
depends upon certain key personnel, its ability to maintain its qualification as
a REIT and trends in the national and local economy, including income tax laws,
governmental regulations and legislation, and population trends.
EMPLOYEES
As of December 31, 2003, the Company had 147 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.
ENVIRONMENTAL REGULATIONS
Various Federal, state, and local laws and regulations subject property owners
or operators to liability for the costs of removal or remediation of certain
hazardous or toxic substances located on or in the property. These laws often
impose liability without regard to whether the owner or operator responsible for
or even knew of the presence of such substances. The presence of or failure to
properly remediate hazardous or toxic substances (such as toxic mold) may
adversely affect our ability to rent, sell, or borrow against contaminated
property. Payment of such costs and expenses could adversely affect our ability
to make distributions or payments to our investors.
TAX STATUS
The Company expects to continue to qualify as a REIT. A trust which qualifies as
a REIT is required to distribute at least 90% of ordinary taxable income for a
taxable year and can deduct distributions paid to shareholders of beneficial
interest with respect to such taxable year 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. 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.
The taxation of the Company and its shareholders could change if relevant
Federal, state or local income tax law provisions change.
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INFORMATION ABOUT KRAMONT ON THE INTERNET
The Company's web site address on the Internet is www.kramont.com. By providing
a hyperlink on the Company's Internet web site to a third-party SEC filings web
site, the Company makes available free of charge through its Internet web site
its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to the
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended,
as soon as reasonably practicable after the Company electronically files such
material with, or furnishes it to, the Securities and Exchange Commission. The
Company does not maintain or provide such information directly to its Internet
web site. The Company makes no representations or warranties with respect to the
information contained on the third-party SEC filings web site and takes no
responsibility for supplementing, updating, or correcting any such information.
The Company also makes available on its web site copies of the charters for the
Audit, Compensation and Nominating & Corporate Governance Committees of its
Board of Trustees, as well as its Code of Ethics for the Chief Executive Officer
and Senior Financial Officers (and any amendments to, or waivers under, such
code), and its Whistleblower Policy. Each of these documents is available in
print to any shareholder who requests a copy from the Company.
ITEM 2. PROPERTIES
REAL ESTATE - INCOME-PRODUCING
As of December 31, 2003, the Company, directly or indirectly, owned 81
income-producing neighborhood or community shopping centers, 1 property held for
sale, and 2 office buildings, located in 15 states comprising 10.8 million
square feet. The properties are diverse in size, ranging from 2,650 square feet
to 389,000 square feet of gross leasable area with an average of 128,200 square
feet of gross leasable area. The shopping centers generally attract local area
customers and are typically anchored by a supermarket, drugstore, 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, 2003, 88.9% of the gross
leasable area of the Company's income-producing real estate was leased. The
Company has pledged 89.2% of the book value of its income-producing real estate
as collateral for borrowings.
Subsequent Events
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 $19.8
million plus transaction costs. The purchase was initially made using cash and
the property was subsequently pledged as collateral under the Credit Facility
(as defined in Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations). The shopping center is 99% occupied and is
anchored by a 67,000 square foot supermarket.
PROPERTIES HELD FOR SALE
The property held for sale at December 31, 2003, consists of a shopping center
in Capitol Heights, Maryland. This property is carried at the lower of cost or
fair value less selling costs (currently cost). Carrying amounts and subsequent
declines or gains in fair value are recorded in operations as incurred (see Note
2 to the consolidated financial statements in Item 8. Financial Statements and
Supplementary Data). Properties sold and property held for sale in prior periods
have been reclassified to Properties Held for Sale on the consolidated balance
sheet and Discontinued Operations on the statement of income in all periods
presented.
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The following table sets forth certain pertinent information, as of December 31,
2003, regarding the Company's properties:
YEAR OF
LATEST
YEAR RENOVATION/ OWNERSHIP
PROPERTY LOCATION ACQUIRED EXPANSION INTEREST
SHOPPING CENTERS
CONNECTICUT
Christmas Tree Plaza Orange 2003 N/A Fee
Groton Square Groton 2000 2003 Fee
Killingly Plaza Killingly 2002 N/A Fee
Manchester Plaza Manchester 2000 1998 Fee
Milford Milford 2000 N/A Leasehold
(2020)
Parkway Plaza I & II Hamden 2000 N/A Fee
Stratford Square Stratford 2000 N/A Fee
FLORIDA
Century Plaza Deerfield Beach 1982 2002 Fee
Village Oaks Pensacola 2000 2003 Fee
GEORGIA
Bainbridge Town Center Bainbridge 2000 N/A Fee
Douglasville Crossing Douglasville 2000 N/A Fee
Holcomb Bridge Roswell 2000 N/A Fee
Northpark Macon 2000 1998 Fee
Park Plaza Douglasville 2000 N/A Fee
Snellville Oaks Snellville 2000 N/A Fee
Summerville Summerville 2000 N/A Fee
Tifton Corners Tifton 2000 N/A Fee
Tower Plaza Carrollton 2000 N/A Fee
Vidalia Vidalia 2000 N/A Fee
Village at Mableton Mableton 2000 1998 Fee
KENTUCKY
Harrodsburg Marketplace Harrodsburg 2000 N/A Fee
MARYLAND
Campus Village College Park 2000 N/A Fee
Fox Run Prince Frederick 2000 1997 Fee
MICHIGAN
Musicland Livonia 2000 N/A Fee
NEW JERSEY
Collegetown Glassboro 2000 1995 Fee
GROSS
LEASABLE LEASE
SQUARE OCCUPANCY PRINCIPAL TENANTS
AREA RATE (LEASE EXPIRATION/
PROPERTY (SQ. FT.) 12/31/03 OPTION EXPIRATION)
SHOPPING CENTERS
CONNECTICUT
Christmas Tree Plaza 136,016 100.00 Christmas Tree Shops (2016/2066)
AC Moore (2007/2027)
Groton Square 194,862 99.08 Stop & Shop (2007/2027),
Kohl's (2022/2042)
Killingly Plaza 75,376 98.51 Stop & Shop (2010/2030)
Manchester Plaza 183,377 45.65 Pep Boys (2016/2036)
Stop & Shop (2018/2058)
Milford 25,200 100.00 Xpect Discount Drug (2004/2009)
Parkway Plaza I & II 163,694 10.75
Stratford Square 160,086 96.33 Marshalls (2005/2010),
Entertainment Cinema (2009/2039)
FLORIDA
Century Plaza 90,669 93.30 Broward County Library (2007/2013)
Village Oaks 171,653 81.51 Wal Mart (2008/2038) (7)
GEORGIA
Bainbridge Town Center 143,729 98.43 Kmart (2015/2065),
Food Lion (2010/2030)
Douglasville Crossing 267,800 88.37 Wal Mart (2010/2040) (1),
Rhodes Furniture (2004/2005)
Holcomb Bridge 105,420 94.14 Cub Foods (2008/2033) (1) (13),
Northpark 195,355 98.62 Kroger (2008/2028),
Kmart (2013/2063)
Park Plaza 46,495 97.53 Kroger (14)
Snellville Oaks 220,885 97.31 Wal Mart (2011/2041) (1),
Regal Cinema (2015/2025),
Food Lion (2011/2031) (9)
Summerville 67,809 100.00 Wal Mart (2004/2034)
Tifton Corners 186,629 89.50 Wal Mart (2011/2041) (1),
Bruno's (2010/2025) (1)
Tower Plaza 89,990 88.48 Bruno's (2007/2027)
Vidalia 93,696 100.00 Wal Mart (2005/2035) (1)
Village at Mableton 239,474 92.58 Kmart (2014/2064),
Cub Foods (2009/2029) (1) (13),
Dollar Tree (2009/2024)
KENTUCKY
Harrodsburg Marketplace 60,048 97.00 Kroger (2007/2027)
MARYLAND
Campus Village 25,529 100.00
Fox Run 293,423 98.78 Kmart (2016/2066),
Giant Foods (2021/2051),
Peebles (2012/2032)
MICHIGAN
Musicland 80,000 100.00 Media Play (2007/2027)
NEW JERSEY
Collegetown 251,015 99.16 Kmart (2006/2016),
10
Lakewood Plaza Lakewood 1999 N/A Fee
Marlton Shopping Center- Evesham 1998 2001 Fee
Phase I
Marlton Shopping Center- Evesham 1998 2001 Fee
Phase II
Ocean Heights Somers Point 2003 N/A Fee
Rio Grande Plaza Rio Grande 1997 1997 Fee
Springfield Shoprite Springfield 2003 N/A Fee
Suburban Plaza Hamilton 2000 1999 Fee
NEW YORK
A & P Mamaroneck Mamaroneck 2000 N/A Fee
The Mall at Cross County Yonkers 2000 2000 Fee
Campus Plaza Vestal 2003 N/A Fee
Highridge Yonkers 2000 N/A Fee
North Ridge New Rochelle 2000 N/A Fee
Port Washington Port Washington 2000 N/A Leasehold
(2067)
Village Square Larchmont 2000 N/A Fee
NORTH CAROLINA
Cary Plaza Cary 2000 N/A Fee
Magnolia Plaza Morganton 2000 N/A Fee
OHIO
Pickaway Crossing Circleville 2000 N/A Fee
PENNSYLVANIA
550 W. Germantown Pike Plymouth Meeting 2002 N/A Fee
555 Scott Street Wilkes-Barre 1997 N/A Fee
69th Street Plaza Upper Darby 2000 1994 Fee
Barn Plaza Doylestown 2000 2002 Fee
Bensalem Square Bensalem 2000 1983 Fee
Bethlehem Square Bethlehem 2000 1994 Fee
Bradford Mall Bradford 2000 N/A Fee (2)
Bristol Commerce Bristol 2000 2003 Fee
Chesterbrook Village Wayne 1997 1995 Fee
Collegeville Collegeville 1998 1994 Fee
Chalfont Village New Britain 1999 N/A Fee
Cherry Square Northampton 1999 N/A Fee
County Line Plaza Souderton 1997 1998 Fee
Danville Plaza Danville 1997 1987 Fee
Dickson City Dickson City 1997 1990 Fee
Franklin Center Chambersburg 2000 N/A Fee
Acme (2004/2044),
Pep Boys (2015/2020)
Lakewood Plaza 203,699 99.34 Shop Rite Supermarkets (2010/2030),
Consolidated Stores (2007/2012)
Marlton Shopping Center- 157,228 100.00 T.J. Maxx (2011/2026)
Phase I DSW (2011/2031),
Marlton Shopping Center- 154,066 98.71 Burlington Coat Factory (2007/2032),
Phase II Home Goods (2006/2021)
Ocean Heights 59,000 100.00 Shoprite (2034/2054) (11)
Rio Grande Plaza 138,747 97.71 JC Penney (2012/2042),
Peebles (2012/2032),
Sears (2006/2026)
Springfield Shoprite 32,209 100.00 Shoprite Supermarket (2023/2053)
Suburban Plaza 244,718 23.26
NEW YORK
A & P Mamaroneck 24,978 100.00 Great Atlantic & Pacific (2006/2016)
The Mall at Cross County 263,571 100.00 National Wholesale Liquidators
(2012/2032),
TJ Maxx (2004/2014),
Kids R Us (2008/2018) (1),
Home Goods (2010/2025),
The Sports Authority (2010/2025),
Circuit City (2018/2038)
Campus Plaza 160,646 92.10 Olum's of Binghamton (2016/2026)
Staples (2013/2028)
Highridge 88,501 100.00 Pathmark (2013/2028)
North Ridge 42,131 92.62 Harmon Cosmetics (2007/2017),
NRHMC (2011/2016)
Port Washington 19,600 100.00 North Shore Farms (2003/2028)
Village Square 17,028 94.71 Trader Joe's (2009/2024)
NORTH CAROLINA
Cary Plaza 60,702 93.32 Food Lion (2010/2030) (6)
Magnolia Plaza 104,539 98.57 Ingles Supermarket (2007/2062)
OHIO
Pickaway Crossing 127,130 100.00 Wal Mart (2009/2039)
PENNSYLVANIA
550 W. Germantown Pike 2,650 0.00 Commerce Bank (2024/2044) (12)
555 Scott Street 8,400 100.00 Pet Supplies Plus (2005)
69th Street Plaza 42,500 36.47 National Wholesale Liquidators
(2014/2028) (12)
Barn Plaza 237,688 100.00 Marshalls (2009/2024),
Regal Cinemas, Inc. (2018/2027),
Kohl's (2024/2054)
Bensalem Square 72,148 100.00 Pathmark (2009/2039)
Bethlehem Square 389,450 100.00 TJ Maxx (2006/2021),
Home Depot (2010/2040),
Giant Food Store (2010/2030),
Wal-Mart (2007/2027)
Bradford Mall 290,375 59.60 Kmart (2004/2049) (2),
Consolidated Stores (2007/2017),
Peebles (2019/2029) (12)
Bristol Commerce 278,771 94.29 Superfresh (2008/2038),
Wal-Mart (2013/2063)
Chesterbrook Village 122,316 90.37 Genuardi Markets (2010/2030)
Collegeville 110,696 100.00 Acme (2008/2038),
Annie Sez (2007/2017)
Chalfont Village 46,051 100.00 Better Bodies of Chalfont (2005/2013)
Cherry Square 75,005 100.00 Redners Supermarket (2016/2036)
County Line Plaza 175,079 99.43 Woolco, Inc. (2007/2017) (1) (3),
Clemens Markets (2007/2027)
Danville Plaza 24,052 96.41 CVS Pharmacy (2007/2027)
Dickson City 47,224 69.51 Office Max (2007/2017)
Franklin Center 175,492 70.24 Food Lion (2010/2030),
11
Gilbertsville Gilbertsville 1998 N/A Fee
MacArthur Road Whitehall 2000 N/A Fee
New Holland Plaza New Holland 1998 N/A Fee
Mount Carmel Plaza Glenside 1997 N/A Fee
North Penn Marketplace Upper Gwynedd 1998 N/A Fee
Park Hills Plaza Altoona 2000 1996 Fee
Pilgrim Gardens Drexel Hill 2000 N/A Fee
Street Road Bensalem 2000 1995 Fee
The Shoppes at Valley Forge Phoenixville 2000 2002 Fee
Valley Fair Tredyffrin 2000 2001 Fee
Village at Newtown Newtown 1998 N/A Fee
Village West Allentown 2001 N/A Fee
Whitehall Square Whitehall 2000 2001 Fee
Whitemarsh Conshohocken 1997 2002 Fee
Woodbourne Square Langhorne 1997 N/A Fee
RHODE ISLAND
Wampanoag Plaza East Providence 2000 N/A Fee
SOUTH CAROLINA
East Main Centre Spartanburg 2000 2000 Fee
Park Centre Columbia 2000 2000 Fee
TENNESSEE
Meeting Square Jefferson City 2000 N/A Fee
VIRGINIA
Culpeper Town Mall Culpeper 2000 1999 Fee
Marumsco-Jefferson Plaza Woodbridge 2000 N/A Fee
Statler Crossing Staunton 2000 N/A Fee
OFFICE BUILDINGS
NEW JERSEY
Springfield Office Building Springfield 2003 N/A Fee
PENNSYLVANIA
Plymouth Plaza Plymouth Meeting 1997 1994 Fee
Total income-producing
properties
PROPERTY HELD FOR SALE
Coral Hills Capitol Heights 2000 N/A Fee
Totals
Lowe's (2010/2019) (1)
Gilbertsville 85,748 100.00 Weis Markets (2009/2019)
MacArthur Road 50,856 96.09 Frank's Nursery (2012/2032)
New Holland Plaza 65,730 88.74 Amelia's Market (2010/2020),
Mount Carmel Plaza 14,504 94.14 Dollarland (2007/2017)
North Penn Marketplace 57,898 100.00 Weis Markets (14)
Eckerd Drugs (2008/2018)
Park Hills Plaza 279,856 99.30 Weis Market (2022/2037),
Dunham's Sporting Goods (2005/2015),
Toys R Us (2015/2035),
Staples (2010/2025),
Superpetz (2005/2015)
Pilgrim Gardens 83,358 96.94 Loehmann's (2008/2013) (13)
Street Road 67,056 62.72 Subzi Mandi Cash and Carry
(2011/2016)
The Shoppes at Valley Forge 178,326 89.28 French Creek Outfitters (2005/2020),
Staples (2011/2026),
Redners Supermarket (2023/2030)
Valley Fair 110,300 94.96 Oskar Huber Furniture (2011/2026)
Chuck E. Cheese (2010/2025)
Village at Newtown 177,032 97.74 Genuardi Markets (2008/2028),
Zainy Brainy (2005/2015) (13)
Village West 133,611 98.50 Giant Supermarket (2019/2039),
CVS (2019/2029)
Whitehall Square 298,023 80.21 Stop & Shop (2006/2024) (10),
The Sports Authority (2006/2036),
Kids R Us (2007/2027)
Whitemarsh 67,478 100.00 Clemens Markets (2022/2031)
Woodbourne Square 29,876 99.90
RHODE ISLAND
Wampanoag Plaza 242,162 74.98 Shaw's Drugstores (2006/2016) ,
Marshalls (2006/2006),
Savers/TVI, Inc. (2010/2025)
SOUTH CAROLINA
East Main Centre 190,686 84.42 Wal Mart (2009/2034) (1),
Tractor Supply (2015/2030)
Park Centre 226,705 100.00 Wal Mart (2009/2039) (4),
Piggly Wiggly (2012/2027),
Steinmart (2010/2030)
TENNESSEE
Meeting Square 92,968 100.00 Wal Mart (2009/2039) (1),
Food Lion (2009/2039)
VIRGINIA
Culpeper Town Mall 137,564 89.87 Tractor Supply (2012/2022),
Food Lion (2019/2029)
Marumsco-Jefferson Plaza 319,521 73.90 Giant Food Store (2004/2024),
Peebles (2004/2010),
Consolidated Stores, Inc. (2007/2017)
Statler Crossing 166,944 94.49 Wal Mart (2009/2034) (5),
Rack `N Sack (2013/2028) (1)
OFFICE BUILDINGS
NEW JERSEY
Springfield Office Building 14,304 100.00 Village Supermarkets, Inc. (2025/2055)
PENNSYLVANIA
Plymouth Plaza 30,027 99.32 Kramont Realty Trust (2004)
---------- ---------
Total income-producing
properties 10,685,153 88.86
PROPERTY HELD FOR SALE
Shoppers Food Warehouse
Coral Hills 82,550 90.01 (2009/2029), CVS (2008/2018) (8)
---------- ---------
Totals 10,767,703 88.87%
========== =========
12
Footnotes: (1) Includes space for which rent is being paid but is
not presently occupied.
(2) 84,695 square feet gross of leasable area is subject
to a ground lease which expires in 2004. The Company
is the lessee under this ground lease.
(3) Lease is with Woolco, Inc. Sublease is with
Kimsworth, Inc.
(4) Lease is with Wal-Mart Stores, Inc. Sublease is with
Resource Bancshares Mortgage Group
(5) Lease is with Wal-Mart Stores, Inc. Sublease is with
Fisher Auto Parts, Inc.
(6) Lease is with Food Lion, Inc. Sublease is with
Damaged Freight.
(7) Lease is with Wal-Mart Stores, Inc. Sublease is with
Bealls, Inc.
(8) Lease is with CVS. Sublease is with Fashion
Warehouse.
(9) Lease is with Food Lion. Sublease is with Carriage
House Furniture.
(10) Lease is with Stop & Shop. Space is subdivided and
there are subleases with Raymour and Flannigan
Furniture and Ross Dress for Less.
(11) New lease will commence in 2004 as part of
development of a new shopping center.
(12) Rent will commence in 2004 and is not included in
occupancy rates as of December 31, 2003.
(13) Operating in bankruptcy.
(14) Tenant occupies space not owned by the Company and
is not included in the gross leasable area of the
shopping center.
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 2003.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The common shares of beneficial interest (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
distributions per Common Share which were declared by Kramont for each quarter
during the past two years.
13
Kramont
Market Price
------------
High Low Distributions Declared
---- --- ----------------------
2003
First Quarter $ 15.87 $ 14.25 $ .325
Second Quarter 17.20 14.95 .325
Third Quarter 17.82 16.40 .325
Fourth Quarter 18.80 16.76 .325
----------------------
$ 1.30
======================
2002
First Quarter $ 14.26 $ 12.35 $ .325
Second Quarter 16.25 13.24 .325
Third Quarter 15.94 11.10 .325
Fourth Quarter 15.75 12.51 .325
----------------------
$ 1.30
======================
The Company has paid regular quarterly cash distributions on its common stock
and common shares of beneficial interest since it commenced operations. Future
distributions paid by the Company will be at the discretion of the Board 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 Code and such other factors as the Board of Trustees deem
relevant.
As of March 1, 2004, there were 24,069,925 Common Shares outstanding, and the
approximate number of holders of record of the Common Shares was 2,200. The
Company owns 24,069,925 Common OP Units in Kramont OP representing the sole
general partnership interest and 93.57% of the limited partnership interests in
Kramont OP. The Company indirectly owns 9,416,754 units of limited partnership
(also called "OP Units") in Montgomery OP representing a 99.87% partnership
interest in Montgomery OP and owned 100% of its sole general partner. The
holders of substantially all of the remaining OP Units have the right to require
Kramont OP or Montgomery OP, as the case may be, to redeem their OP Units.
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 Kramont Common Shares.
Securities Authorized For Issuance Under Equity Compensation Plans
The following table provides certain information regarding the securities
authorized for issuance under the Company's equity compensation plans, as of
December 31, 2003.
Number of Securities to Number of Securities
be Issued Upon Weighted-Average Remaining Available
Exercise of Outstanding Exercise Price of for Future Issuance
Options, Warrants and Outstanding Options, Under Equity
Rights Warrants and Rights Compensation Plans (3)
Plan Category (a) (b) (c)
------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
shareholders (1) 389,528 $ 14.35 3,075,750
14
Number of Securities to Number of Securities
be Issued Upon Weighted-Average Remaining Available
Exercise of Outstanding Exercise Price of for Future Issuance
Options, Warrants and Outstanding Options, Under Equity
Rights Warrants and Rights Compensation Plans (3)
Plan Category (a) (b) (c)
------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by shareholders (2) - - -
------------------------ -------------------- ----------------------
Total 389,528 $ 14.35 3,075,750
======================== ==================== ======================
(1) The equity compensation plans which were approved by the Company's
shareholders are the 1992 Employee Share Plan, the 1992 Trustee Share
Option Plan, 1995 Incentive Plan, the Kramont Realty Trust Executive
Stock Option Plan, the Kramont Realty Trust 1997 Stock Option Plan,
the Kramont Realty Trust Non-Employee Director 1998 Stock Option Plan,
and the Kramont Realty Trust 2000 Incentive Plan.
(2) There are no equity compensation plans which were not approved by the
Company's shareholders.
(3) Excludes securities reflected in column (a).
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.
Years Ended December 31,
(dollars in millions, except share data)
2003 2002 2001 2000 (a) 1999
--------------------------------------------------------------------------------------
Revenues
Rent $ 108.5 $ 101.8 $ 98.8 $ 65.1 $ 25.3
Interest and Other 4.4 5.4 6.0 9.5 8.0
-------------- -------------- -------------- -------------- --------------
Total Revenues $ 112.9 $ 107.2 $ 104.8 $ 74.6 $ 33.3
============== ============== ============== ============== ==============
Income from continuing
operations $ 18.3 $ 17.0 $ 17.2 $ 12.8 $ 7.2
============== ============== ============== ============== ==============
Income from discontinued
operations $ 5.0 $ 1.0 $ 8.6 $ .6 $ -
============== ============== ============== ============== ==============
Income before preferred
distribution $ 23.3 $ 18.0 $ 25.8 $ 17.6 $ 7.2
============== ============== ============== ============== ==============
Income to common
shareholders $ 16.5 $ 11.0 $ 18.3 $ 13.4 $ 7.2
============== ============== ============== ============== ==============
15
Funds From Operations
(FFO) (b) $ 32.5 $ 27.0 $ 28.5 $ 22.7 $ 10.8
============== ============== ============== ============== ==============
Per common share:
Income to common shareholders,
basic $ .70 $ .54 $ .97 $ .97 $ .91
============== ============== ============== ============== ==============
Income to common shareholders,
diluted $ .69 $ .54 $ .97 $ .97 $ .91
============== ============== ============== ============== ==============
Dividends declared $ 1.30 $ 1.30 $ 1.30 $ 1.27 $ 1.16
============== ============== ============== ============== ==============
Weighted average common
shares outstanding, basic 23,757,692 20,380,949 18,803,535 13,857,409 7,966,621
============== ============== ============== ============== ==============
Weighted average common
shares outstanding, diluted 23,811,799 20,401,095 18,815,657 13,858,427 7,966,621
============== ============== ============== ============== ==============
At Year End:
Total assets $ 810.7 $ 779.3 $ 769.2 $ 764.0 $ 257.8
============== ============== ============== ============== ==============
Borrowings $ 451.1 $ 480.5 $ 510.2 $ 500.3 $ 156.3
============== ============== ============== ============== ==============
Beneficiaries equity:
Total $ 313.8 $ 253.9 $ 219.0 $ 225.2 $ 77.6
============== ============== ============== ============== ==============
Net cash provided by operating
activities $ 38.2 $ 38.3 $ 30.6 $ 21.2 $ 11.8
============== ============== ============== ============== ==============
Net cash provided by (used in)
investing activities $ (17.2) $ (14.1) $ 5.7 $ 22.9 $ (1.4)
============== ============== ============== ============== ==============
Net cash used in financing
activities $ (29.2) $ (16.9) $ (37.5) $ (37.2) $ (10.7)
============== ============== ============== ============== ==============
(a) 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 1 to
the consolidated financial statements in Item 8. Financial Statements
and Supplementary Data.
(b) 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 Financial Condition and
Results of Operations for the calculation of FFO.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto in Item 8. Financial
Statements and Supplementary Data (collectively, the "financial statements").
16
RESULTS OF OPERATIONS
NET INCOME
2003 Compared to 2002
For the year ended December 31, 2003, net income to holders of Common Shares was
$16.5 million or $.69 per diluted weighted average common share compared to $11
million or $.54 per diluted weighted average common share for the year ended
December 31, 2002. The discussion below highlights the major components which
caused the increase in net income.
For the year ended December 31, 2003, rent and other revenue and operating
expenses increased by $6.1 million and $4.4 million, respectively (a net rental
income increase of $ 1.7 million). The rent revenue increase is primarily due to
increased rentals in the existing portfolio in the amount of $4 million and $3.1
million in rents from the acquisition of six income-producing properties, one on
April 26, 2002, three on April 3, 2003, one on July 24, 2003 and one on July 25,
2003, offset by the loss of rent from tenant bankruptcies in the amount of $1
million. Operating expenses increased during the twelve months ended December
31, 2003, primarily due to an increase in snow removal costs in 2003 in the
amount of $2.3 million, an increase in general maintenance expense in the amount
of $360,000, an increase in insurance expense in the amount of $480,000, an
increase in utility expense in the amount of $420,000, an increase in real
estate taxes in the amount of $300,000, and additional operating expense of
$560,000 as a result of the purchase of the six income-producing properties.
Management fees increased by $72,000 in 2003 as a result of the Company entering
into an exclusive management and leasing agreement (through its wholly owned
management company) with the Tower joint venture on July 25, 2003.
Interest income decreased by $425,000 during 2003, $270,000 of which is
attributable to a reduction on the balance of the Company's mortgage notes
receivable due to scheduled repayments of principal and a decrease in interest
income on the Company's cash deposits in the amount of $155,000 due to lower
interest rates. The Company's mortgage notes receivables are long term and
require self-amortizing payments through 2012.
Interest expense decreased by $3 million during 2003, primarily as a result of a
decrease in interest paid on the Company's variable rate debt of $1.1 million, a
decrease in interest expense in the amount of $1.8 million as a result of the
refinancing of the Company's $181.7 million fixed rate real estate mortgage loan
that matured on June 20, 2003, and a decrease of $600,000 due to lower debt
balances, offset by an increase in interest expense of $500,000 due to the
assumption of debt in the acquisition of two income-producing properties on July
24, 2003 and July 25, 2003.
Depreciation and amortization increased by $1.8 million, primarily due to
additional expense of $1.3 million as a result of capital expenditures in the
current year and a full year of depreciation on 2002 capital expenditures, and
the additional expense of $525,000 as a result of the acquisition of six
income-producing properties.
General and administrative expenses increased by $1.4 million, principally due
to higher payroll related expenses in the amount of $950,000 as a result of
additional personnel, increased salaries, higher performance related bonuses,
and higher expense for the amortization of restricted share compensation. In
addition, the Company incurred increased expenses of $300,000 due to the
implementation of a corporate marketing program, an increase in information
technology expense of $90,000, and an increase in legal fees in the amount of
$90,000.
Income from discontinued operations was $5 million for 2003 compared to $1
million for 2002. The 2003 amount consisted of a gain from the sale of real
estate in the amount of $4.3 million and income from the operations of
properties sold and properties held for sale of $1.1 million. The 2003 amount
includes the income from properties sold in 2003 as well as properties held for
sale. The 2002 amount consisted of a loss from the sale of real estate in the
amount of $45,000 and income from the operations of properties sold and
properties held for sale of $1.1 million. The 2002 amount includes the income
from properties sold in 2002 and 2003, as well as the properties held for sale.
17
Preferred share distributions decreased by $272,000 due to the Company's
purchase of all 11,155 outstanding Series A-1 Increasing Rate Cumulative
Convertible Preferred Shares on May 15, 2002.
2002 Compared to 2001
For the year ended December 31, 2002, net income to holders of Common Shares was
$11 million or $.54 per diluted weighted average common share compared to $18.3
million or $.97 per diluted weighted average common share for the year ended
December 31, 2001. The discussion below highlights the major components which
caused the decrease in net income.
For the year ended December 31, 2002, rent and other revenue and operating
expenses increased by $2.7 million and $2 million, respectively (a net rental
income increase of $700,000). The rent revenue increase is primarily due to
increased rentals in the existing portfolio in the amount of $1 million and $3.3
million in rents from the acquisition of two shopping centers on December 27,
2001 and April 26, 2002, offset by the loss of rent from tenant bankruptcies in
the amount of $1.6 million. Operating expenses increased during the twelve
months ended December 31, 2002, primarily due to the purchase of two shopping
centers which amounted to $600,000, an increase in real estate tax expense in
the amount of $800,000, and an increase in on-site management expense in the
amount of $600,000.
Interest income decreased by $430,000 during 2002, of which $240,000 was
attributable to a reduction on the balance of the Company's mortgage notes
receivable due to scheduled repayments of principal and a decrease in interest
income on the Company's cash deposits in the amount of $190,000 due to lower
interest rates. The Company's mortgage notes receivables are long term and
require self-amortizing payments through 2012.
Interest expense decreased by $772,000 during 2002, primarily as a result of a
decrease in interest paid on the Company's variable rate debt of $920,000, $1.2
million resulting from the repayment of borrowings, offset by an increase in
interest of $960,000 due to the assumption of debt in the acquisition of a
shopping center on December 27, 2001 and $335,000 expense due to the write-off
of deferred finance costs due to the prepayment of a credit facility in
December, 2002.
Depreciation and amortization increased by $1.5 million, primarily due to
additional expense of $1 million as a result of capital expenditures in 2002 and
a full year of depreciation on 2001 capital expenditures, and the additional
expense of $500,000 as a result of the acquisition of two shopping centers on
December 27, 2001 and April 26, 2002.
General and administrative expenses decreased by $353,000, principally due to a
decrease in performance related bonuses offset by an increase in the
amortization of restricted shares.
Income from discontinued operations was $1 million for 2002 compared to of $8.6
million for 2001. The 2002 amount consisted of a loss from the sale of real
estate in the amount of $45,000 and income from the operations of properties
sold and properties held for sale of $1.1 million. The 2002 amount includes the
income from properties sold in 2002 as well as properties held for sale. The
2001 amount consisted of a gain from the sale of real estate in the amount of
$5.1 million and income from the operations of properties sold and properties
held for sale of $4.1 million. The 2001 amount includes the income from
properties sold in 2001 and 2002, as well as the properties held for sale.
Preferred share distributions decreased by $444,000 due to the Company's
purchase of all 11,155 outstanding Series A-1 Increasing Rate Cumulative
Convertible Preferred Shares on May 15, 2002.
18
FUNDS FROM OPERATIONS
The following schedule reconciles FFO to net income for the years presented (in
thousands):
2003 2002 2001
-------- -------- --------
Income to common shareholders $ 16,538 $ 10,951 $ 18,260
Depreciation and amortization of real property
(including unconsolidated affiliates) (1) (2) 17,794 16,036 14,998
(Gain) loss on sale of real estate (3) (1,879) 42 (4,754)
-------- -------- --------
FFO $ 32,453 $ 27,029 $ 28,504
======== ======== ========
(1) Net of minority interests of $1,255, $1,313, and $1,042, respectively.
(2) Depreciation related to unconsolidated affiliates of $338, $192, and $170,
respectively.
(3) Net of amounts attributable to minority interests of ($132), $3 and ($337),
respectively.
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. Please
refer to Item 6, Selected Financial Data, Note b.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated Statements of Cash Flows
Unrestricted cash and cash equivalents were $8.3 million, $16.5 million, and
$9.2 million at December 31, 2003, 2002, and 2001, respectively.
Net cash provided by operating activities, as reported in the consolidated
statements of cash flows decreased to $38.2 million in 2003 from $38.3 million
in 2002 and increased from $30.6 million in 2001. The decrease in cash flows
from operating activities from 2002 to 2003 is primarily due to an decrease in
accounts payable and other liabilities of $500,000 in 2003 compared to a
increase in accounts payable and other liabilities of $4.8 million in 2002,
offset by an increase in accounts receivable and other assets of $200,000 in
2003 compared to an increase in accounts receivable and other assets of $3.9
million in 2002.
Net cash used in investing activities amounted to $17.2 million in 2003, which
increased from net cash used in investing activities of $14.1 million in 2002,
and net cash provided by investing activities of $5.7 million in 2001. The 2003
amounts reflect $14.1 million used in the acquisitions of a shopping center and
an office building in Springfield, New Jersey, a shopping center and sixteen
acres of land in Somers Point, New Jersey, a shopping center in Orange,
Connecticut, and a shopping center in Vestal, New York. The 2003 amounts also
reflect $18.3 million used for capital improvements and $6 million used in the
investment in the Tower joint venture offset by $2.3 million of collections on
mortgage notes receivable and $17.4 million of proceeds from the sales of an
out-parcel in Bensalem, Pennsylvania, twenty-eight acres of unimproved land in
Miramar, Florida, nine acres of unimproved land in Dania, Florida, an office
building in West Palm Beach, Florida, a shopping center in Phillipsburg, New
Jersey, a leasehold interest in a free-standing building in Orange, Connecticut,
and a free standing building in Woodbridge, Virginia. The 2002 amounts reflect
$9.8 million used for the acquisition of a shopping center in Killingly,
Connecticut and a free-standing building in Plymouth Meeting, Pennsylvania, and
$9.7 million used for capital improvements, offset by $2 million of collections
on mortgage notes receivable and $2.6 million of proceeds from the sale of a
free-standing building in Frederick, Maryland and a shopping center in Columbus,
Mississippi. The
19
2001 amounts reflect $1.9 million of collections of mortgage notes receivable
and $17.3 million of proceeds from the sale of three shopping centers in
Baltimore, Maryland, Brookhaven, Mississippi, and Frederick, Maryland, partially
offset by $13.9 million of capital improvements and $234,000 used for the
purchase of a shopping center in Allentown, Pennsylvania.
Net cash used in financing activities amounted to $29.2 million in 2003, $16.9
million in 2002, and $37.5 million in 2001. The 2003 amounts consist of cash
distributions of $37.5 million to shareholders, cash distributions of $2.2
million to minority interests, $50.4 million of net repayment of borrowings, and
$2.9 million of deferred finance costs, partially offset by $62.4 million of
proceeds from the issuance of new common shares of beneficial interest under its
Shelf Registration and $1.3 million of proceeds from the issuance of common
shares of beneficial interest as a result of the exercising of options. The 2002
amounts consist of cash distributions of $33.4 million to shareholders, cash
distributions of $2.1 million to minority interests, $29.7 million of net
repayment of borrowings, $6.1 million used for the purchase of 11,155 shares of
Preferred Series A-1 shares of beneficial interest, and $3 million of deferred
finance costs, partially offset by $56.7 million of proceeds from the issuance
of new common shares of beneficial interest under its Shelf Registration and
$635,000 of proceeds from the issuance of common shares of beneficial interest
as a result of the exercising of options. The 2001 amounts consist of cash
distributions of $32 million to shareholders, cash distributions of $1.7 million
to minority interests, $4.1 million of net repayment of borrowings, and $561,000
of deferred finance costs, partially offset by $862,000 of proceeds from the
issuance of common shares of beneficial interest as a result of the exercising
of options.
Contractual Obligations and Commitments
At December 31, 2003, the Company's contractual obligations and commitments are
as follows:
Payments Due by Period
(in thousands)
Total Less than 1 year 1-3 years 3-5 years More than 5 years
Long-Term Debt Obligations $451.1 $58.6 $37.2 $103.9 $251.4
Purchase of Shopping Center
Obligation 19.8 19.8 - - -
Interest on Long-Term Debt
Obligations 176.9 26.7 48.7 40.9 60.6
Borrowings
At December 31, 2003, the Company's ability to borrow under lines of credit is
as follows:
Commitment expiration per period
(in thousands)
Total amounts available 1 year 2 to 3 years
----------------------- -------- ------------
$ 74.9 $ 6.7 $ 68.2
Borrowings consist of $444.7 million of fixed rate indebtedness, with a weighted
average interest rate of 6.75% at December 31, 2003, and $6.4 million of
variable rate indebtedness with a weighted average interest rate of 3.11% at
December 31, 2003. 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 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
20
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 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, sixteen first mortgages on shopping centers and a
first priority security interest in the 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 December 31, 2003. 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. Additional provisions include arrangement and
commitment fees of up to $1.1 million, and a fee applicable on the unused
portion of the maximum Credit Facility amount. The $68 million received on
December 30, 2002 was used to pay outstanding debt, including a portion of the
amount outstanding under the Company's credit facility with GMAC Commercial
Mortgage which matured in August, 2003. The outstanding balance on the Credit
Facility was approximately $2 million as of December 31, 2003. Based on the
current collateral the Company can borrow an additional $68.2 million as of
December 31, 2003.
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 $62.3 million as
of December 31, 2003. 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-six mortgage loans outstanding as of
December 31, 2003 which were primarily assumed in connection with various
acquisitions of certain shopping centers. These mortgage loans have maturity
dates ranging from 2004 through 2028. Twenty-three of the twenty-six mortgage
loans have fixed interest rates ranging from 5.15% to 9.38%. The outstanding
principal balance on these mortgage loans at December 31, 2003 was approximately
$177.7 million. The remaining three mortgage loans, in the aggregate amount of
$4.4 million at December 31, 2003, have variable rates ranging from 2.72% to
6.88%.
The Company has $14.6 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 December 31, 2003 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 December 31, 2003, there was no
outstanding balance on this line of credit.
21
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 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.
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 May 15, 2002, the Company purchased all 11,155 outstanding Series A-1
Increasing Rate Cumulative Convertible Preferred Shares for $6.1 million plus
costs.
On May 16, 2002, under the Shelf Registration, the Company sold 2.3 million of
its common shares of beneficial interest to certain investment advisory clients
of Cohen & Steers Capital Management, Inc. for net proceeds of $31.3 million.
The Company used $6.1 million for the purchase of Series A-1 Preferred Shares,
$8.4 million for the purchase of a shopping center in Killingly, Connecticut,
$1.1 million for the purchase of a free standing building in Plymouth Meeting,
Pennsylvania, and paid down debt in the amount of $8 million. The Company used
the balance of the proceeds for acquisitions, debt reductions, and other
corporate purposes.
On December 31, 2002, under the Shelf Registration, the Company sold 1.8 million
of its common shares of beneficial interest to Teachers Insurance and Annuity
Association of America and certain investment advisory clients of Kensington
Investment Group, Inc. and Teachers Advisors, Inc. for net proceeds of $25.5
million. The Company used $25 million to pay down the Credit Facility. The
Company used the balance of the proceeds for general corporate purposes.
On January 2, 2003, under the Shelf Registration, the Company sold 280,000 of
its common shares of beneficial interest to Teachers Insurance and Annuity
Association of America for net proceeds of $4 million. The Company used $4
million to pay down the Credit Facility.
On December 30, 2003, under the Shelf Registration, the Company sold 2,400,000
of its 8.25% Series E Cumulative Redeemable Preferred Shares to a number of
mutual funds and other purchasers for net proceeds of approximately $58.5
million. The Company used approximately $41.3 million to redeem the Company's
9.5% Series D Cumulative Redeemable Preferred shares of beneficial interest on
January 30, 2004 and the balance will be used for general corporate purposes.
Subsequent Events
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.
In connection with the redemption of the 9.5% Series D Cumulative Redeemable
Preferred Shares of beneficial interest, the Company's first quarter 2004
results will reflect a non-recurring reduction in Income to common shareholders
of approximately $17.7 million or $0.69 per common share. This reduction will be
taken in accordance with the July 31, 2003 Securities and Exchange Commission
interpretation of FASB-EITF Topic D-42 ("The Effect on the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock"). Under this interpretation, the difference between the carrying amount
of the shares and the redemption price must be recorded as a reduction in Net
Income Attributable to Common Shareholders and, therefore, will impact Earnings
Per Share and Funds From Operations per share
22
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. The Company will use the $10.1 million for general corporate
purposes.
Acquisitions
On April 3, 2003, the Company completed the acquisition of two shopping centers,
an office building and sixteen acres of land for development for approximately
$13.2 million including transaction costs. The purchase included a 31,500 square
foot Shop Rite Supermarket and a fully occupied 14,000 square foot office
building in Springfield, New Jersey, a 54,000 square foot Shop Rite Supermarket,
and an adjacent sixteen acres of land approved for development in Somers Point,
New Jersey. The sixteen acres of land are currently under development. The
properties were purchased using cash and the issuance of 386,153 common shares
of beneficial interest. The Company has a future obligation to issue an
additional 228,939 common shares of beneficial interest upon the satisfaction of
certain conditions. The liability for these shares have been accrued in accounts
payable and other liabilities.
On July 24, 2003, the Company completed the acquisition of a 136,000 square foot
shopping center in Orange, Connecticut for a purchase price of $18.4 million
including transaction costs. The center is fully occupied and is anchored by a
50,000 square foot Christmas Tree Shop store. The shopping center was purchased
using cash and the assumption of approximately $11 million in non-recourse debt.
On July 25, 2003, the Company completed the acquisition of a 161,000 square foot
shopping center in Vestal, New York for a purchase price of $13.1 million
including transaction costs. The center is 94% occupied and anchored by an
82,500 square foot furniture and appliance store. The shopping center was
purchased using a combination of cash, 185,018 common shares of beneficial
interest and the assumption of $7.8 million in non-recourse debt.
Dispositions
The Company has determined that certain properties do not fit the Company's core
portfolio. As a result, these properties have been sold, are under contract of
sale, or are held for sale. The Company sold one office building, one shopping
center, and vacant land in 2003. The Company also assigned its leasehold
interest in a shopping center. On January 21, 2003, the Company sold a three
acre out-parcel at its Bensalem Square shopping center in Bensalem,
Pennsylvania. The Company received net cash proceeds of $670,000 and recognized
a gain of approximately $600,000. On March 6, 2003, the Company sold a 28 acre
parcel of unimproved land located in Miramar, Florida. The sale price for the
land was $3.6 million with net proceeds of approximately $3.5 million and the
Company recognized a gain of approximately $1.1 million. On May 2, 2003, the
Company sold a nine acre parcel of unimproved land in Dania, Florida. The sale
price for the land was $4.1 million with net proceeds of approximately $3.7
million and the Company recognized a gain of approximately $665,000. On
September 2, 2003, the Company sold a 22,800 square foot office building in West
Palm Beach, Florida. The sale price of the building was $1.5 million with net
proceeds of approximately $1.2 million. The Company recognized a gain of
approximately $675,000. On September 5, 2003, the Company sold a 221,000 square
foot shopping center in Phillipsburg, New Jersey. The sale price of the shopping
center was $7.8 million with net proceeds of approximately $7.6 million and the
Company recognized a gain of approximately $1.1 million. On October 16, 2003,
the Company sold a free standing building located in the Marumsco-Jefferson
Plaza in Woodbridge, Virginia. The Company received net cash proceeds of
$660,000 and recognized a gain of approximately $336,000. On October 16, 2003,
the Company assigned its leasehold interest in a free standing building in
Orange, Connecticut for net cash proceeds of $100,000 and recognized a loss of
approximately $112,000.
Subsequent Events
On December 30, 2003, the Company signed a definitive agreement to acquire a
shopping center for approximately $19.8 million in cash plus transaction costs.
The shopping center is approximately 203,000 square feet and includes a 67,000
square foot Super Stop & Shop Supermarket. The transaction was completed on
February 17, 2004.
23
TRANSACTIONS WITH RELATED PARTIES
Included in Mortgage Notes Receivable is a note due from Mr. Irwin Levy, in the
amount of $8.5 million at December 31, 2003. This note bears interest at 13.25%
and $1.2 million in interest income was recognized during 2003. The note was
issued prior to the prohibitions on related party loans as stated in the
Sarbanes-Oxley Act of 2002.
Since 1990, companies owned by Mr. Levy, a Trustee, and/or 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 the Company holds with an outstanding balance of
$31.1 million (including the $8.5 million discussed above) at December 31, 2003.
During 2003, through and including September 1, 2003, the Company leased
approximately 4,600 square feet of office space to those companies and other
companies controlled by Mr. Levy on a month-to-month basis and received
approximately $35,000 for payment of rent, utilities, and operating expenses. On
September 2, 2003, the office building containing the leased space was sold.
Mr. Louis P. Meshon, Sr., President, Chief Executive Officer and Trustee, and
Patricia Meshon, his wife, 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 a 95% equity interest. Drexel manages three
properties in which Mr. Meshon has ownership interests. These properties paid
Drexel $259,300 for management and leasing services during 2003.
Mr. Milton S. Schneider, a Trustee, is the Chief Executive Officer of The
Glenville Group ("Glenville"), a company involved in the development, ownership,
and management of commercial and residential properties. The Company leases
approximately 2,300 square feet of office space to Glenville in accordance with
a five-year lease effective June 1, 1999 and expiring on May 31, 2004. Glenville
paid the Company approximately $57,900 for payment of rent, electric and other
operating expenses in 2003.
Related party transactions are more fully described in Note 6 to the
consolidated financial statements in Item 8. Financial Statements and
Supplementary Data.
CRITICAL ACCOUNTING POLICIES
We prepare our financial statements in accordance with accounting principles
generally accepted in the United States of America. Preparing our financial
statements in accordance with generally accepted accounting principles requires
us to make estimates and assumptions that affect the reported amounts 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. The following paragraphs include a discussion of
critical accounting policies. You should also review Note 1 to the consolidated
financial statements (See Item 8. Financial Statements and Supplementary Data)
for further discussion of significant accounting policies.
Real Estate - Income-Producing
Real estate - income-producing ("Real Estate") is stated at cost less
accumulated depreciation. Costs directly related to the acquisition,
development, and construction of Real Estate are capitalized. Ordinary repairs
and maintenance are expensed as incurred, major replacements and betterments,
which improve or extend the life of the assets, are capitalized and depreciated
over their estimated lives.
On a periodic basis, management assesses whether there are any indicators that
the value of the Company's Real Estate may be impaired. A property's value may
be impaired only if management's estimate of the aggregate future cash flows, on
an undiscounted basis to be generated by the property are less than the carrying
value of the property. If impairment has occurred, the loss shall be measured as
the excess of the carrying amount of the property over the fair value of the
property. The Company's estimates of aggregate future cash flows expected to be
generated by each property are based on a number of assumptions that are subject
to economic and market uncertainties, including, among others, demand for space,
competition for tenants, changes in market rental rates, and costs to operate
each property. As these factors are difficult to predict and are subject to
future events that may alter management's assumptions, the future cash flows
estimated by management in their impairment analyses may not be achieved.
24
Properties Held for Sale
Effective January 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of its
carrying amount or fair value less cost to sell. SFAS 144 broadens the
presentation of discontinued operations to include a component of a company.
Under SFAS 144, an individual income-producing property is considered a
component of the company. As a result, when assets are identified by the
management and a plan for sale, as defined by SFAS 144, has been adopted, the
Company estimates the fair value, net of selling costs, of such assets. Fair
value is estimated using estimated selling price of each property based on
various factors including discussions with potential buyers. If, in management's
opinion, the fair value less costs to sell of the assets, which have been
identified for sale, is less than the net carrying amount of the assets, the
assets are written down. The Company's estimate of fair value of each property
is based on economic and market conditions which are subject to change. Carrying
amounts and subsequent declines or gains in fair value are recorded in results
of operations in discontinued operations. If circumstances arise that the
Company decides not to sell a property previously classified as held for sale,
the property is reclassified as held and used. A property that is reclassified
shall be measured at the lower of its carrying amount before the asset was
classified as held for sale, adjusted for any depreciation expense that would
have been recognized had the asset been continuously classified as held and used
or fair value at the date of the decision not to sell.
Revenue Recognition
We recognize revenue from rentals on a straight-line basis over the terms of the
leases. Percentage rent is recognized in the period when sales breakpoints are
reached. The majority of our leases provide for reimbursement from tenants of
their share of common area maintenance costs, insurance and real estate taxes,
which are recorded on the accrual basis.
Allowance for Doubtful Accounts
Management periodically performs a detailed review of amounts due from tenants
to determine if accounts receivable balances are impaired based on factors
affecting the collectibility of those balances. Management's estimates of the
allowance for doubtful accounts requires management to exercise significant
judgment about the timing, frequency and severity of collection losses, which
affects the allowance and net income.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46").
FIN 46 addresses the consolidation by business enterprises of variable interest
entities, as defined in the Interpretation. FIN 46 expands existing accounting
guidance regarding when a company should include in its financial statements the
assets, liabilities, and activities of another entity. Many variable interest
entities have commonly been referred to as special-purpose entities or
off-balance sheet structures. In December 2003, the FASB issued Interpretation
No. 46R ("FIN 46R"), a revision to FIN 46. FIN 46R clarifies some of the
provisions of FIN 46 and exempts certain entities from its requirements. FIN 46R
is effective at the end of the first interim period ending after March 15, 2004.
The Company believes that the adoption of FIN 46 will not have a material impact
on the Company's financial position, results of operations or cash flows.
In July 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments With Characteristics of Both
Liabilities and Equity ("SFAS 150"). 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 to be classified as liabilities, not as
part of shareholders' equity. This pronouncement does not currently impact the
Company's financial position, results of operations or cash flows.
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
25
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.
ITEM 7A. 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 $451.1
million of debt outstanding as of December 31, 2003, of which $444.7 million, or
98.6%, has been borrowed at fixed rates ranging from 5.15% to 9.38% with
maturities through 2028. 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, 2003, a 100 basis point increase in interest rates would result in
an additional $179,000 in interest incurred per year and a 100 basis point
decline would lower interest incurred by $179,000 per year. To ameliorate the
risk of interest rate increases, the Company has entered into interest rate swap
agreements in the notional amounts of $32.5 million. A 100 basis point increase
in interest rates would result in a $28 million decrease in the fair value of
the fixed rate debt and a 100 basis point decline would result in a $32.1
million increase in the fair value.
The Company also has $31.1 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
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Report of Independent Certified Public Accountants 27
Consolidated Financial Statements:
Balance Sheets - December 31, 2003 and 2002 28
Statements of Income - Years Ended December 31, 2003, 2002, and 2001 29
Statements of Other Comprehensive Income - Years Ended December 31, 2003, 2002, and 2001 29
Statements of Beneficiaries' Equity - Years Ended December 31, 2003, 2002 and 2001 30
Statements of Cash Flows - Years Ended December 31, 2003, 2002 and 2001 31
Notes to Consolidated Financial Statements 32-46
Consolidated Financial Statements Schedules:
Schedule III - Real Estate and Accumulated Depreciation 47-49
Schedule IV - Mortgage Loans on Real Estate 50
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.
26
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Trustees 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, 2003 and 2002 and the related
consolidated statements of income, other comprehensive income, beneficiaries'
equity, and cash flows for each of the three years in the period ended December
31, 2003. 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, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003, 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.
As explained in Note 1 to the consolidated financial statements, effective
January 1, 2002, Kramont Realty Trust and subsidiaries adopted the provisions of
Statement of Financial Accounting Standards No. 144, Accounting for Impairment
or Disposal of Long-Lived Assets. Also, as explained in Note 1 to the
consolidated financial statements, effective January 1, 2001, Kramont Realty
Trust and subsidiaries adopted the provisions of Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities.
BDO SEIDMAN, LLP
New York, New York
February 13, 2004
27
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
December 31,
2003 2002
------------ ---------
ASSETS
Real estate - income-producing, net of accumulated depreciation $ 724,668 $ 675,397
Properties held for sale 6,271 20,929
Mortgage notes receivable 31,070 33,340
Investments in unconsolidated affiliates 8,880 2,923
Cash and cash equivalents (includes $903 and $1,687 restricted) 9,196 18,173
Other assets 30,626 28,498
------------ ---------
Total assets $ 810,711 $ 779,260
============ =========
LIABILITIES AND BENEFICIARIES' EQUITY
LIABILITIES:
Mortgages and notes payable $ 451,071 $ 480,489
Accounts payable and other liabilities 17,002 15,944
Distributions payable 9,989 9,766
------------ ---------
Total liabilities 478,062 506,199
------------ ---------
Minority interests in Operating Partnerships 18,802 19,171
------------ ---------
BENEFICIARIES' EQUITY:
Convertible preferred shares of beneficial interest, Series A-1, $0.01 par
value; authorized and issued 11,155 shares as of December 31,
2003 and 2002 1 1
Convertible preferred shares of beneficial interest, Series B-1, $0.01
par value; authorized 1,235,000 shares; issued and outstanding
1,183,240 shares as of December 31, 2003 and 2002 11 11
Redeemable preferred shares of beneficial interest, Series D, $0.01 par
value; authorized 2,070,000 shares; issued 1,800,000
shares as of December 31, 2003 and 2002 18 18
Redeemable preferred shares of beneficial interest, Series E, $0.01 par
value; authorized and issued 2,400,000 shares as of December 31, 2003 24 -
Common shares of beneficial interest, $0.01 par value; authorized
94,283,845 shares; outstanding, 24,054,925 and 23,075,985 as of December 31,
2003 and 2002, respectively 241 231
Additional paid-in capital 308,426 235,409
Retained earnings 14,595 28,988
Accumulated other comprehensive loss (477) (1,613)
Treasury stock, cumulative preferred shares of beneficial interest Series A-1
11,155 shares as of December 31, 2003 and 2002, at cost (6,070) (6,070)
Treasury stock, Redeemable preferred shares of beneficial interest Series
D, 146,800 shares as of December 31, 2003 and 2002, at cost (2,349) (2,349)
------------ ---------
314,420 254,626
Unearned compensation on restricted shares of beneficial interest (573) (736)
------------ ---------
Total beneficiaries' equity 313,847 253,890
------------ ---------
Total liabilities and beneficiaries' equity $ 810,711 $ 779,260
============ =========
See accompanying notes to consolidated financial statements.
28
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except share and per share data)
Years Ended December 31,
------------------------------------------------
2003 2002 2001
------------ ------------ ------------
Revenues:
Rent $ 108,527 $ 101,835 $ 98,773
Interest, principally from mortgage notes 4,341 4,766 5,196
Management fees 72 - -
Other - 555 877
------------ ------------ ------------
112,940 107,156 104,846
------------ ------------ ------------
Expenses:
Interest 33,512 36,512 37,284
Operating 33,897 29,482 27,497
Depreciation and amortization 18,606 16,827 15,335
General and administrative 8,589 7,202 7,555
------------ ------------ ------------
94,604 90,023 87,671
------------ ------------ ------------
18,336 17,133 17,175
Equity in income of unconsolidated affiliates 785 722 737
Minority interests in income of Operating Partnerships (797) (822) (682)
------------ ------------ ------------
Income from continuing operations 18,324 17,033 17,230
------------ ------------ ------------
Results from discontinued operations:
Income from operations of properties sold or held for sale 1,066 1,129 4,069
Gain (loss) on sale of properties 4,347 (45) 5,091
Minority interests in discontinued operations (388) (83) (603)
------------ ------------ ------------
Income from discontinued operations 5,025 1,001 8,557
------------ ------------ ------------
Net income 23,349 18,034 25,787
Preferred share distributions (6,811) (7,083) (7,527)
------------ ------------ ------------
Income to common shareholders $ 16,538 $ 10,951 $ 18,260
============ ============ ============
Per common share:
Income from continuing operations, basic $ .48 $ .49 $ .52
Income from discontinued operations, basic $ .22 $ .05 $ .45
------------ ------------ ------------
Total net income per share, basic $ .70 $ .54 $ .97
============ ============ ============
Income from continuing operations, diluted $ .48 $ .49 $ .52
Income from discontinued operations, diluted $ .21 $ .05 $ .45
------------ ------------ ------------
Total net income per share, diluted $ .69 $ .54 $ .97
============ ============ ============
Dividends declared $ 1.30 $ 1.30 $ 1.30
============ ============ ============
Average common shares outstanding:
Basic 23,757,692 20,380,949 18,803,535
============ ============ ============
Diluted 23,811,799 20,401,095 18,815,657
============ ============ ============
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(dollars in thousands)
Years Ended
December 31,
------------------------------------------------
2003 2002 2001
------------ ------------ ------------
Net income $ 23,349 $ 18,034 $ 25,787
Change in fair value of cash flow hedges (131) (1,519) (1,811)
Reclassification adjustment for hedge losses included in net
income 1,267 1,120 324
------------ ------------ ------------
Comprehensive income $ 24,485 $ 17,635 $ 24,300
============ ============ ============
See accompanying notes to consolidated financial statements.
29
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF BENEFICIARIES' EQUITY
(in thousands)
Preferred
Common Preferred Shares of
Shares of Shares of Beneficial Additional
Beneficial Par Beneficial Interest Paid in
Interest Value Interest Par Value Capital
-------- ----- -------- --------- -------
BALANCE, JANUARY 1, 2001 18,753 $ 188 2,994 $ 30 $176,227
Net Income -- -- -- -- --
Issuance of Common Shares - options exercised 83 1 -- -- 861
Amortization of unearned compensation -- -- -- -- --
Restricted stock awards 36 -- -- -- 465
Cumulative effect of adoption of SFAS 133 -- -- -- -- --
Net loss in fair value of cash flow hedges -- -- -- -- --
Distributions on Common Shares -- -- -- -- --
Distributions on Preferred Shares -- -- -- -- --
-------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 2001 18,872 189 2,994 30 177,553
-------- -------- -------- -------- --------
Net Income -- -- -- -- --
Issuance of Common Shares 4,110 41 -- -- 56,631
Issuance of Common Shares - options exercised 55 1 -- -- 635
Repurchase of Series A Preferred Shares -- -- -- -- --
Amortization of unearned compensation -- -- -- -- --
Restricted stock awards 39 -- -- -- 590
Net loss in fair value of cash flow hedges -- -- -- -- --
Distributions on Common Shares -- -- -- -- --
Distributions on Preferred Shares -- -- -- -- --
-------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 2002 23,076 231 2,994 30 235,409
-------- -------- -------- -------- --------
Net Income -- -- -- -- --
Issuance of Common Shares 851 9 -- -- 12,719
Issuance of Common Shares - options exercised 96 1 -- -- 1,312
Issuance of Series E Preferred Shares 2,400 24 58,458
Amortization of unearned compensation -- -- -- -- --
Restricted stock awards 32 -- -- -- 528
Net loss in fair value of cash flow hedges -- -- -- -- --
Distributions on Common Shares -- -- -- -- --
Distributions on Preferred Shares -- -- -- -- --
-------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 2003 24,055 $ 241 5,394 $ 54 $308,426
======== ======== ======== ======== ========
Unearned
Compensation
Accumulated on Restricted
Other Shares of
Retained Comprehensive Treasury Beneficial
Earnings Income Stock Interest
-------- ------ ----- --------
BALANCE, JANUARY 1, 2001 $ 51,785 $ -- $ (2,349) $ (680)
Net Income 25,787 -- -- --
Issuance of Common Shares - options exercised -- -- -- --
Amortization of unearned compensation -- -- -- 385
Restricted stock awards -- -- -- (465)
Cumulative effect of adoption of SFAS 133 -- 273 -- --
Net loss in fair value of cash flow hedges -- (1,487) -- --
Distributions on Common Shares (24,471) -- -- --
Distributions on Preferred Shares (7,527) -- -- --
-------- -------- -------- --------
BALANCE, DECEMBER 31, 2001 45,574 (1,214) (2,349) (760)
-------- -------- -------- --------
Net Income 18,034 -- -- --
Issuance of Common Shares -- -- -- --
Issuance of Common Shares - options exercised -- -- -- --
Repurchase of Series A Preferred Shares -- -- (6,070)
Amortization of unearned compensation -- -- -- 614
Restricted stock awards -- -- -- (590)
Net loss in fair value of cash flow hedges -- (399) -- --
Distributions on Common Shares (27,537) -- -- --
Distributions on Preferred Shares (7,083) -- -- --
-------- -------- -------- --------
BALANCE, DECEMBER 31, 2002 28,988 (1,613) (8,419) (736)
-------- -------- -------- --------
Net Income 23,349 -- -- --
Issuance of Common Shares -- -- -- --
Issuance of Common Shares - options exercised -- -- -- --
Issuance of Series E Preferred Shares -- -- -- --
Amortization of unearned compensation -- -- -- 691
Restricted stock awards -- -- -- (528)
Net loss in fair value of cash flow hedges -- 1,136 -- --
Distributions on Common Shares (30,931) -- -- --
Distributions on Preferred Shares (6,811) -- -- --
-------- -------- -------- --------
BALANCE, DECEMBER 31, 2003 $ 14,595 $ (477) $ (8,419) $ (573)
======== ======== ======== ========
See accompanying notes to consolidated financial statements
30
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2003 2002 2001
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 23,349 $ 18,034 $ 25,787
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization 18,909 18,548 16,861
Amortization of unearned compensation on restricted shares of beneficial
interest 690 614 385
Equity in income of unconsolidated affiliates (785) (722) (737)
Minority interests in income of Operating Partnership 1,185 905 1,285
Loss (Gain) on sale of assets (4,347) 45 (5,091)
Changes in assets and liabilities:
Increase in receivables, accrued income, prepaid expenses and other assets (240) (3,941) (3,251)
Increase (decrease) in accounts payable and other liabilities (544) 4,808 (4,659)
--------- --------- ---------
Net cash provided by operating activities 38,217 38,291 30,580
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 2,270 2,000 1,900
Acquisition of real estate - income producing (14,115) (9,811) (234)
Capital improvements including development costs (18,348) (9,712) (13,936)
Net proceeds from sale of real estate 17,397 2,567 17,322
Change in restricted cash 784 31 (144)
Distributions from unconsolidated affiliates 826 864 793
Investment in unconsolidated affiliates (5,998) - -
Other - 10 -
--------- --------- ---------
Net cash provided by (used in) investing activities (17,184) (14,051) 5,701
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings, net of fair market premium 192,466 5,977 12,440
Repayments of borrowings (201,817) (78,689) (16,526)
Net proceeds (repayments) from line of credit (41,000) 42,988 -
Cash distributions paid on common shares (30,706) (26,091) (24,444)
Cash distributions paid on preferred shares (6,811) (7,264) (7,522)
Cash received from share issuance 62,414 56,674 -
Cash received from stock options exercised 1,313 635 862
Distributions to minority interests (2,164) (2,057) (1,711)
Purchase of preferred shares - (6,070) -
Deferred financing costs (2,921) (3,043) (561)
--------- --------- ---------
Net cash used in financing activities (29,226) (16,940) (37,462)
--------- --------- ---------
Net (decrease) increase in unrestricted cash and cash equivalents (8,193) 7,300 (1,181)
Unrestricted cash and cash equivalents at the beginning of the year 16,486 9,186 10,367
--------- --------- ---------
Unrestricted cash and cash equivalents at the end of the year $ 8,293 $ 16,486 $ 9,186
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 34,687 $ 36,996 $ 38,027
========= ========= =========
Acquisitions:
Fair value of assets acquired $ (47,192) $ - $ (19,119)
Liabilities assumed 24,282 - 14,005
Operating Partnership units issued - - 4,880
Common shares of beneficial interest issued 8,795 - -
--------- --------- ---------
Cash (paid) for acquisitions, net of cash acquired $ (14,115) $ - $ (234)
========= ========= =========
Supplemental disclosure of non-cash transactions
Restricted shares awarded $ 527 $ 590 $ 465
========= ========= =========
Common shares issued for acquisitions $ 8,795 $ - $ -
========= ========= =========
See accompanying notes to consolidated financial statements.
31
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 interests in shopping centers.
Accordingly, the Company conducts its operations through an Umbrella Partnership
REIT ("UPREIT") structure. As of December 31, 2003, Kramont owned 93.57% of
Kramont OP and is its sole general partner. As of December 31, 2003, Kramont OP
indirectly owned 99.87% of the limited partnership interest of Montgomery OP and
owned 100% of its sole general partner. As of December 31, 2003, the OPs owned
and operated eighty-two shopping centers (one of which is held for sale) and two
office buildings, managed four shopping centers for third parties and four
shopping centers in connection with a joint venture, located in 15 states
aggregating approximately 12.1 million leasable square feet.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company. The Company owns an approximately 95% economic interest in Drexel
Realty, Inc. ("Drexel"), a real estate management and leasing company, owns
45%-50% interests in certain real estate partnerships, and owns a 20% economic
interest in a shopping center venture, which are accounted for on the equity
method. Significant inter-company accounts and transactions have been eliminated
in consolidation.
Interest Rate Risk Management
The Company accounts for its interest rate contracts in accordance with
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, ("SFAS 133") as amended and interpreted.
SFAS 133 requires that all derivative instruments, such as interest rate swap
and cap contracts, be recognized in the financial statements and measured at
their fair market value. Changes in the fair market value of derivative
instruments are recognized each period in current operations or beneficiaries'
equity (as a component of accumulated other comprehensive loss). For a
derivative designated as part of a hedge transaction, where it is recorded is
dependent on whether it is a fair value hedge or a cash flow hedge. For a
derivative designated as a fair value hedge, the gain or loss of the derivative
in the period of change and the offsetting loss or gain of the hedged item
attributed to the hedged risk are recognized in results of operations. For a
derivative designated as a cash flow hedge, the effective portion of the
derivative's gain or loss is initially reported as a component of other
comprehensive income (loss) and subsequently reclassified into results of
operations when the hedged exposure affects results of operations. The
ineffective portion of the gain or loss of a cash flow hedge is recognized
currently in results of operations. For a derivative not designated as a hedging
instrument, the gain or loss is recognized currently in results of operations.
The adoption of SFAS 133 on January 1, 2001, did not have a material impact on
the results of operations, but resulted in a cumulative effect of an accounting
charge of $273,000 being recognized in other comprehensive income.
In the normal course of business, Kramont is exposed to changes in interest
rates. The objective in managing its exposure to interest rates is to decrease
the volatility that changes in interest rates might have on operations and cash
flows. To achieve this objective, Kramont uses interest rate swaps to hedge a
portion of total long-term debt that is subject to variable interest rates and
designates these instruments as cash flow hedges. Under these swaps, Kramont
agrees to pay fixed rates of interest (see Note 4d). These contracts are
considered to be a hedge against changes in
32
the amount of future cash flows associated with the interest payments on
variable-rate debt obligations. These interest rate swap agreements are entered
into with a major financial institution.
Accordingly, the interest rate swaps are reflected at fair value in the
consolidated balance sheet and the related gains or losses on these contracts
are recorded as a component of accumulated other comprehensive loss. The Company
does not enter into such contracts for speculative purposes. The fair value of
interest rate swap contracts are determined based on the fair market value as
determined by the counterparty.
As of January 1, 2003, Kramont had interest rate swap contracts to pay fixed
rates of interest (ranging from 6.088% to 6.78%) and receive variable rates of
interest based on LIBOR on an aggregate of $32.5 million notional amount of
indebtedness with maturity dates ranging from March 2004 through May 2004. These
hedges are highly effective and there is no ineffective portion. The aggregate
fair market value of all interest rate swap agreements was ($477,000) and
($1,613,000) on December 31, 2003 and 2002, respectively, and is included in
accounts payable and other liabilities on the consolidated balance sheet.
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 - income-producing ("Real Estate") is stated at cost, less
accumulated depreciation. Costs directly related to the acquisition,
development, and construction of Real Estate are capitalized. Ordinary repairs
and maintenance are expensed as incurred, major replacements, and betterments,
which improve or extend the life of the assets, are capitalized and depreciated
over their estimated useful lives. Depreciation is provided over the estimated
useful lives of the assets (7 to 40 years) on the straight-line method.
On a periodic basis, management assesses whether there are any indicators that
the value of the Company's Real Estate may be impaired. A property's value may
be impaired if management's estimate of the aggregate future cash flows, on an
undiscounted basis to be generated by the property are less than the carrying
value of the property. If impairment has occurred, the loss shall be measured as
the excess of the carrying amount of the property over the fair value of the
property. The Company's estimates of aggregate future cash flows expected to be
generated by each property are based on a number of assumptions that are subject
to economic and market uncertainties, including, among others, demand for space,
competition for tenants, changes in market rental rates, and costs to operate
each property. As these factors are difficult to predict and are subject to
future events that may alter management's assumptions, the future cash flows
estimated by management in their impairment analyses may not be achieved.
Properties Held for Sale
Effective January 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of its
carrying amount or fair value less cost to sell. SFAS 144 broadens the
presentation of discontinued operations to include a component of a company.
Under SFAS 144, an individual income-producing property is considered a
component of the company. As a result, when assets are identified by the
management and a plan for sale, as defined by SFAS 144, has been adopted, the
Company estimates the fair value, net of selling costs, of such assets. Fair
value is estimated using estimated selling price of each property based on
various factors including discussions with potential buyers. If, in management's
opinion, the fair value less costs to sell of the assets, which have been
identified for sale, is less than the net carrying amount of the assets, the
assets are written down. The Company's estimate of fair value of each property
is based on economic and market conditions which are subject to change. Carrying
amounts and subsequent declines or gains in fair value are recorded in results
of operations in discontinued operations. If circumstances arise that the
Company decides not to sell a property previously classified as held for sale,
the property is reclassified as held and used. A property that is reclassified
shall be measured at the lower of its carrying amount before the asset was
classified as
33
held for sale, adjusted for any depreciation expense that would have been
recognized had the asset been continuously classified as held and used or fair
value at the date of the decision not to sell.
The property held for sale at December 31, 2003 consists of a shopping center in
Capitol Heights, Maryland (Note 2). Properties sold and held for sale in prior
periods have been reclassified to Properties Held for Sale and Discontinued
Operations in all periods presented.
Revenue Recognition
Rental revenue is recognized on a straight-line basis over the terms of the
leases. Percentage rent is recognized in the period when the sales breakpoints
are reached. 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.
Allowance for Doubtful Accounts
Management periodically performs a detailed review of amounts due from tenants
to determine if accounts receivable balances are impaired based on factors
affecting the collectibility of those balances. Management's estimates of the
allowance for doubtful accounts requires management to exercise significant
judgment about the timing, frequency and severity of collection losses, which
affects the allowance and net income.
Mortgage Notes Receivable
Mortgage notes receivable are carried at cost. Accrual of interest is
discontinued when management believes, after considering economic and business
conditions and collection efforts, that timely collection is doubtful.
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.
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, Accounting for Stock-Based
Compensation ("SFAS 123") 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
does not plan to adopt the fair value based method prescribed by SFAS 123.
Solely for the purposes 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
7.74%, volatility at 24%, risk free interest rate of 3.33% for 2003; dividend
yield of 8.70%, volatility at 30%, risk free interest rate of 4.53% for 2002;
and dividend yield of 12.00%, volatility at 25%, risk free interest rate of
6.14% for 2001.
Under accounting provisions of SFAS 123, the Company's 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):
Years Ended December 31,
2003 2002 2001
---------- ---------- ----------
Income to common shareholders
Income, as reported $ 16,538 $ 10,951 $ 18,260
Stock-based employee compensation expense included in reported income 691 614 385
Fair value of stock options and restricted stock awards (762) (784) (466)
---------- ---------- ----------
Pro forma $ 16,467 $ 10,781 $ 18,179
========== ========== ==========
34
Income per common share, basic:
As reported $ .70 $ .54 $ .97
========== ========== ==========
Pro forma $ .69 $ .53 $ .97
========== ========== ==========
Income per common share, diluted:
As reported $ .69 $ .54 $ .97
========== ========== ==========
Pro forma $ .69 $ .53 $ .97
========== ========== ==========
Dividends and Income Taxes
The Company expects to continue to qualify as a REIT under the provisions of
Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code").
As a REIT, the Company was required to distribute at least 90% of its ordinary
taxable income to shareholders and was 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 is required pay the applicable capital gain
income tax unless it has ordinary losses to offset such capital gain income.
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.
As of December 31, 2003, the Company has aggregate net operating loss
carryforwards for Federal tax purposes of approximately $13.5 million, of which
$6.4 million expires in 2006 and $7.1 million expires in 2007.
Net Income Per Common Share
Basic income per share is computed using income to common shareholders divided
by the weighted average number of common shares outstanding. Diluted earnings
per share include the dilutive effect of outstanding options computed using the
treasury stock method. The convertible preferred shares were not dilutive and
were therefore not included in the computation of dilutive earnings per share.
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. In addition, the Company classifies cash flows from derivatives
with the hedged item.
Reclassifications
Certain items have been reclassified to conform to the current year's
presentation.
New Pronouncements
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46").
FIN 46 addresses the consolidation by business enterprises of variable interest
entities, as defined in the Interpretation. FIN 46 expands existing accounting
guidance regarding when a company should include in its financial statements the
assets, liabilities, and activities of another entity. Many variable interest
entities have commonly been referred to as special-purpose entities or
off-balance sheet structures. In December 2003, the FASB issued Interpretation
No. 46R ("FIN 46R"), a revision to FIN 46. FIN 46R clarifies some of the
provisions of FIN 46 and exempts certain entities from its requirements. FIN 46R
is effective at the end of the first interim period ending after March 15, 2004.
The Company believes that the adoption of FIN 46 will not have a material impact
on the Company's financial position, results of operations or cash flows.
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
35
to occur to be classified as liabilities, not as part of shareholders' equity.
This pronouncement does not currently impact the Company's financial position,
results of operations or cash flows.
(2) REAL ESTATE
(a) Real Estate is located in 15 states and consists of (in thousands):
December 31, 2003 December 31, 2002
----------------- -----------------
Income-producing:
Land $ 134,928 $ 119,976
Shopping centers 648,183 598,943
Office buildings 6,873 5,086
----------------- -----------------
Total 789,984 724,005
Less accumulated depreciation (65,316) (48,608)
----------------- -----------------
Real Estate - income-producing, net $ 724,668 $ 675,397
================= =================
Properties held for sale:
Land $ 1,371 $ 3,123
Shopping centers 4,900 12,348
Undeveloped land - 5,458
----------------- -----------------
Properties held for sale $ 6,271 $ 20,929
================= =================
(b) Real Estate is leased to tenants under leases expiring at various dates
through 2034, some of which contain renewal options of up to 60 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 indices.
During 2003, 2002, and 2001, the Company recognized income from reimbursements
of common area maintenance, insurance, real estate taxes and percentage rent of
$25.5 million, $23.5 million, and $22.8 million, respectively. As of December
31, 2003, future minimum rental income under non-cancelable operating leases,
excluding rentals from the exercise of renewal options, is as follows:
Years ending December 31, (in thousands)
2004 $ 83,790
2005 76,148
2006 69,392
2007 58,431
2008 48,943
Thereafter 199,112
--------------
Total $ 535,816
==============
(c) Real Estate with a net book value of $651.7 million, at December 31, 2003,
is pledged as collateral for borrowings (Note 4).
(d) Acquisitions:
Acquisitions have been recorded as purchases in accordance with SFAS 141. Assets
and liabilities were recorded at fair market value. The acquisitions were not
material individually or in the aggregate.
36
- On April 3, 2003, the Company completed the acquisition of two
shopping centers, an office building and sixteen acres of land for
development for approximately $13.2 million including transaction
costs. The purchase included a 31,500 square foot Shop Rite
Supermarket and a fully occupied 14,000 square foot office building in
Springfield, New Jersey, a 54,000 square foot Shop Rite Supermarket,
and an adjacent sixteen acres of land approved for development in
Somers Point, New Jersey. The sixteen acres of land are currently
under development. The properties were purchased using cash and the
issuance of 386,153 common shares of beneficial interest. The Company
has a future obligation to issue an additional 228,939 common shares
of beneficial interest upon the satisfaction of certain conditions.
The liability for these shares have been accrued in accounts payable
and other liabilities.
- On July 24, 2003, the Company completed the acquisition of a 136,000
square foot shopping center in Orange, Connecticut for a purchase
price of $18.4 million including transaction costs. The center is
fully occupied and is anchored by a 50,000 square foot Christmas Tree
Shop store. The shopping center was purchased using cash and the
assumption of approximately $11 million in non-recourse debt.
- On July 25, 2003, the Company completed the acquisition of a 161,000
square foot shopping center in Vestal, New York for a purchase price
of $13.1 million including transaction costs. The center is 94%
occupied and anchored by an 82,500 square foot furniture and appliance
store. The shopping center was purchased using a combination of cash,
185,018 common shares of beneficial interest and the assumption of
$7.8 million in non-recourse debt.
- On April 26, 2002, the Company completed the acquisition of a 75,400
square foot shopping center located in Killingly, Connecticut for a
purchase price of $8.4 million, including transaction costs. The
purchase was initially made using cash and the property was
subsequently pledged as collateral in the new Credit Facility. A
50,000 square foot supermarket anchors the center.
- On August 22, 2002, the Company completed the acquisition of a vacant
2,650 square foot free-standing building in Plymouth Meeting,
Pennsylvania for a purchase price of $1.1 million including
transaction costs. A lease was executed on July 31, 2003, and rent
will commence in 2004.
(d) Dispositions:
- On January 21, 2003, the Company sold a three acre out-parcel at its
Bensalem Square shopping center in Bensalem, Pennsylvania for net cash
proceeds of $700,000 and recognized a gain of approximately $600,000.
- On March 6, 2003, the Company sold a 28 acre parcel of unimproved land
located in Miramar, Florida for net cash proceeds of approximately
$3.5 million and recognized a gain of approximately $1.1 million.
- On May 2, 2003, the Company sold a nine acre parcel of unimproved land
in Dania, Florida for net cash proceeds of approximately $3.7 million
and a gain of approximately $665,000.
- On September 2, 2003, the Company sold a 22,800 square foot office
building in West Palm Beach, Florida for net cash proceeds of
approximately $1.2 million and recognized a gain of approximately
$675,000.
- On September 5, 2003, the Company sold a 221,000 square foot shopping
center in Phillipsburg, New Jersey for net cash proceeds of
approximately $7.6 million and recognized a gain of approximately $1.1
million.
- On October 16, 2003, the Company sold a free standing building in the
Marumsco-Jefferson Plaza in Woodbridge, Virginia for net cash proceeds
of $677,000 and recognized a gain of approximately $336,000.
- On October 16, 2003, the Company assigned its leasehold interest in a
free standing building in Orange, Connecticut for net cash proceeds of
$100,000 and recognized a loss of approximately $112,000.
37
- On March 11, 2002, the Company sold a free-standing building in
Frederick, Maryland, for net cash proceeds of $722,000 and recognized
a gain of $211,000.
- On December 31, 2002, the Company sold a shopping center in Columbus,
Mississippi, for net cash proceeds of $1.6 million and recognized a
loss of $257,000.
- On April 13, 2001, the Company sold a 176,000 square foot shopping
center in Baltimore, Maryland for net cash proceeds of $9 million and
recognized a gain of $1.6 million.
- On August 30, 2001, the Company sold a 48,000 square foot shopping
center in Brookhaven, Mississippi for net cash proceeds of $1 million
and recognized a loss of $119,000.
- On October 12, 2001, the Company sold a 109,000 square foot shopping
center in Frederick, Maryland for net cash proceeds of $7 million and
recognized gain of $3.6 million.
(e) Shopping Center Venture:
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
will administer 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 Company's equity contribution to the joint venture
is approximately $6 million including transaction costs.
Subsequent Events
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 $19.8
million plus transaction costs. The purchase was initially made using cash and
the property was subsequently pledged as collateral under the Credit Facility
(as defined in Note 4a). The shopping center is 99% occupied and is anchored by
a 67,000 square foot supermarket.
(3) MORTGAGE NOTES RECEIVABLE
At December 31, 2003, the Company's mortgage notes receivable consisted of $31.1
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. One note matures in 2007 and two notes are prepayable
in 2007. The Recreation Notes are pledged as collateral for certain borrowings
(see Note 4).
The mortgage notes receivable at December 31, 2003, mature as follows (in
thousands):
One year or less $ 2,576
After one year through five years 17,835
After five years 10,659
-------------
Totals $ 31,070
=============
(4) BORROWINGS
Borrowings consist of (in thousands):
December 31, December 31,
2003 2002
------------ ------------
Mortgage notes payable through June 2013, interest fixed at a rate of 6.12% per
annum, collateralized by mortgages on fifteen shopping centers (see Notes 2 and 4a) $ 190,000 $ -
38
Mortgage notes payable through June 2003, interest only fixed payments at an
average rate of 7.96% per annum, collateralized by mortgages on twenty-seven
shopping centers (see Note 2) - 181,700
Mortgage notes payable through August 2028, interest ranging from 2.72% to 9.38%
per annum, collateralized by mortgages on twenty-four shopping centers (see Note 2) 182,107 164,976
Mortgage notes payable through October 2008, interest fixed at 7.00% per annum,
collateralized by mortgages on nine shopping centers (see Notes 2 and 4b) 62,338 63,148
Mortgage notes payable through December 2005, interest at borrowers election of
prime plus .25% or one month LIBOR plus a minimum of 1.75% to a maximum of 2.25%
(3.50% at December 31, 2003), collateralized by mortgages on sixteen shopping
centers (see Notes 2 and 4c) 1,988 42,988
Mortgage notes payable through August 2003 under a $155 million credit facility,
interest at one month LIBOR plus 2.45%, collateralized by a mortgage on one
shopping center (see Note 2) - 9,300
Collateralized Mortgage Obligations, net of unamortized discount of $102,000 and
$167,000 based on a fixed effective interest rate of 8.84% per annum,
collateralized by certain of the Recreation Notes (see Note 3), with quarterly
self-amortizing principal and interest payment required through March 2007 14,638 18,377
------------ ------------
Totals $ 451,071 $ 480,489
============ ============
(a) 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.
(b) 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.
(c) 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").
On March 19, 2003 the Credit Facility was amended to increase the maximum amount
of the Credit Facility to $125 million, 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,
sixteen first mortgages on shopping centers and a first priority security
interest in the 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 December 31,
2003. 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
39
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. Additional provisions include arrangement and commitment fees of up to
$1.1 million and a fee applicable to the unused portion of the maximum Credit
Facility amount. Based on the current collateral the Company can borrow an
additional $68.2 million as of December 31, 2003.
(d) Certain loans require the Company to establish a capital and tenant
improvement ("TI") reserve account. Funds in the capital and TI reserve accounts
may be used to fund capital improvements, repairs, alterations, tenant
improvements and leasing commissions at the mortgaged properties.
(e) Maturities of borrowings are as follows (in thousands):
Years ending December 31,
2004 $ 58,572
2005 13,370
2006 23,791
2007 13,316
2008 90,641
Thereafter 251,381
-----------
Total $ 451,071
===========
(f) In March and May 1999, the Company entered into three interest rate swap
contracts with an aggregate notional amount of $32.5 million, which expire in
2004. The interest rate swaps have an effective interest rate of 6.19% on $32.5
million of the Company's debt.
(5) 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.
(6) RELATED PARTY TRANSACTIONS
H. Irwin Levy ("Mr. Levy")
In 1981, CV Reit sold the recreation facilities at the Century Village in Boca
Raton to Mr. Levy, a Trustee, 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, 2003, the outstanding balance on
this note was $8.5 million. During each of 2003, 2002, and 2001, the Company
recognized $1.2 million, $1.2 million, and $1.3 million, respectively, 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
$31.1 million (including the $8.5 million discussed above) at December 31, 2003.
During 2003, 2002, and 2001, the Company leased approximately 4,600 square feet
of office space to those companies and other companies controlled by Mr. Levy on
a month-to-month basis and received approximately $35,000, $55,000, and $60,500,
respectively, for payment of rent, utilities and operating expenses.
Louis P. Meshon, Sr. ("Mr. Meshon")
On June 16, 2000, the Company sold to Mr. Meshon, Sr., President, Chief
Executive Officer, and a Trustee, 75,000 restricted Common Shares at the then
current market price per Common Share of $10.16 for a total of $762,000,
40
evidenced by a full recourse promissory note that matures on June 15, 2005. The
note and its collateral 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. The note was issued prior to the prohibitions on
related party loans as stated in the Sarbanes-Oxley Act of 2002.
Louis P. Meshon, Sr. and Patricia Meshon, his wife, 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 2003, 2002,
and 2001 Drexel did not make any payments to Mr. Meshon.
In addition, Drexel manages the following third-party owned properties in which
Louis P. Meshon, Sr. has the following partnership interests:
Meshon Partnership
Properties Interest Percentage
---------- -------------------
Renaissance Plaza 20.75%
Montgomery A.C., Inc. (owns 1% general partnership
interest in Renaissance Plaza) 50.00%
Laurel Mall (indirect ownership through MTGY
Associates) (Louis P. Meshon, Sr., directly and indirectly
owns 95.93% of the corporate general partner of
Laurel Mall Associates) 29.00%
In 2003, 2002, and 2001, the owners of these properties paid Drexel $259,300,
$279,500, and $292,000, respectively, for management and leasing services.
Milton S. Schneider ("Mr. Schneider")
Mr. Schneider, a Trustee, is the Chief Executive Officer of The Glenville Group,
a company involved in the development, ownership, and management of commercial
and residential properties. The Company leases approximately 2,300 square feet
of office space to The Glenville Group in accordance with a five-year lease
effective June 1, 1999 and expiring on May 31, 2004. During 2003, 2002, and 2001
The Glenville Group paid the Company approximately $57,900, $58,100, and
$55,200, respectively, for payment of rent, electric and other operating
expenses.
(7) FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments are as follows
(in thousands):
As of December 31,
2003 2002
------------------------ ------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
--------- ---------- --------- ----------
Real estate mortgage notes
receivable $ 31,070 $ 39,351 $ 33,340 $ 42,544
Cash and cash equivalents 9,196 9,196 18,173 18,173
41
Borrowings (451,071) (465,220) (480,489) (490,940)
Interest rate swaps (477) (477) (1,613) (1,613)
Real estate mortgage notes receivable - The fair value of the fixed rate,
Recreation Notes (Note 3) 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.
Borrowing 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.
(8) BENEFICIARIES' EQUITY
Shelf Registration
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.
Common Shares of Beneficial Interest
On May 16, 2002, under the Shelf Registration, the Company sold 2.3 million of
its common shares of beneficial interest to certain investment advisory clients
of Cohen & Steers Capital Management, Inc. for net proceeds of $31.3 million.
The Company used $6.1 million for the purchase of Series A-1 Preferred Shares,
$8.4 million for the purchase of a shopping center in Killingly, Connecticut,
$1.1 million for the purchase of a free standing building in Plymouth Meeting,
Pennsylvania, and paid down debt in the amount of $8 million. The Company used
the balance of the proceeds for acquisitions, debt reductions, and other
corporate purposes.
On December 31, 2002, under the Shelf Registration, the Company sold 1.8 million
of its common shares of beneficial interest to Teachers Insurance and Annuity
Association of America and certain investment advisory clients of Kensington
Investment Group, Inc. and Teachers Advisors, Inc. for net proceeds of $25.5
million. The Company used $25 million to pay down debt. The Company used the
balance of the proceeds for general corporate purposes.
On January 2, 2003, under the Shelf Registration, the Company sold 280,000 of
its common shares of beneficial interest to Teachers Insurance and Annuity
Association of America and certain investment advisory clients of Kensington
Investment Group, Inc. and Teachers Advisors, Inc. for net proceeds of $4
million. The Company used the $4 million to pay down debt.
On April 3, 2003 the Company issued 386,153 common shares of beneficial interest
in conjunction with the purchase of two shopping centers, an office building and
sixteen acres of land in New Jersey. The Company has a future obligation to
issue an additional 228,939 common shares of beneficial interest upon the
satisfaction of certain conditions.
On July 25, 2003 the Company issued 185,018 common shares of beneficial interest
in conjunction with the purchase of a shopping center in Vestal, New York.
Preferred Shares of Beneficial Interest
On December 30, 2003, under the Shelf Registration, the Company issued 2,400,000
shares of Series E Cumulative Convertible Preferred Shares of Beneficial
Interest ("Preferred E") with a face amount of $25.00 per share. The Preferred
E's have a distribution rate of 8.25% of the liquidation preference ($2.0625 per
share) per annum, paid quarterly. The net proceeds to the Company, after fees
and expenses, were approximately $58.5 million. A portion of the proceeds were
used by the Company to redeem the Company's 9.5% Series D Cumulative Redeemable
42
Preferred Shares of Beneficial Interest, and the remainder of the proceeds will
be used for general corporate purposes.
On May 15, 2002, the Company purchased all 11,155 Series A-1 Increasing Rate
Cumulative Convertible Shares of Beneficial Interest ("Preferred A") for $6.1
million, including costs. The purchase was recorded using the cost method. The
Preferred A's, with a face amount of $1,000 per share, had a distribution rate
of 6.50% of the redemption price during 2001 and thereafter.
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 per share and a distribution rate of 9.75% of the
liquidation preference ($2.4375 per share) per annum, paid quarterly. The
Preferred Bs are convertible into Common Shares at $17.71 per share and are
redeemable at the option of the Company after February 27, 2002 at $25.00 per
share, if the aggregate liquidation preference of all outstanding Series B's are
less than $3 million.
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% of the liquidation
preference ($2.375 per share) per annum, paid quarterly. The Preferred Ds are
redeemable for cash after December 11, 2002 at the option of the Company for a
redemption price of $ 25.00 per share. On December 15, 2000, the Company
purchased 146,800 shares of Preferred D for $2,348,800 including costs. The
purchase was recorded using the cost method.
Operating Partnership Units
The owners of the minority interests hold operating partnership units ("OP
Units") which are convertible into common shares of beneficial interest on a one
to one basis. The Company has the option to issue the common shares of
beneficial interest or redeem them for cash equal to the then fair market value
of the common shares at the time of the conversion. At December 31, 2003, there
were 1,666,152 outstanding OP Units in the OPs.
Subsequent Events
On January 30, 2004, the Company redeemed all 1,653,000 of its outstanding
shares of Preferred D's for $25.00 per share plus accrued and unpaid
distributions though January 30, 2004 of $0.066 per share.
In connection with the redemption of the 9.5% Series D Cumulative Redeemable
Preferred Shares of beneficial interest, the Company's first quarter 2004
results will reflect a non-recurring reduction in Income to common shareholders
of approximately $17.7 million or $0.69 per common share. This reduction will be
taken in accordance with the July 31, 2003 Securities and Exchange Commission
interpretation of FASB-EITF Topic D-42 ("The Effect on the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock"). Under this interpretation, the difference between the carrying amount
of the shares and the redemption price must be recorded as a reduction in Net
Income Attributable to Common Shareholders and, therefore, will impact Earnings
Per Share and Funds From Operations per share.
On February 27, 2004, under the Shelf Registration, the Company sold 400,000 of
its Preferred E's to certain investment advisory clients of Cohen & Steers
Capital Management, Inc for net proceeds of $10.1 million. The Company will use
the $10.1 million for general corporate purposes.
Stock Options
The Company maintains stock option plans for the granting of options to certain
executives, employees and non-employee directors. 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. 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.
Changes in options outstanding are summarized as follows:
43
Weighted
Weighted Average
Average Fair Value
Exercise Per Share
Price Per Of Options
Shares Share Granted
---------- -------- ----------
Stock options outstanding at January 1, 2001 1,164,900 $ 11.04 $ 2.88
2001:
Granted - equal to market value 25,000 $ 13.00 $ .51
Exercised: (83,700) $ 10.21 $ .53
Expired: (36,000) $ 15.42 $ 1.75
----------
1,070,200
2002:
Granted - equal to market value 111,500 $ 14.69 $ 1.51
Exercised: (54,800) $ 11.58 $ 1.21
Expired: (664,150) $ 19.97 $ .06
----------
462,750
2003:
Granted - equal to market value 25,000 $ 16.80 $ 2.27
Exercised: (96,222) $ 13.64 $ 2.54
Expired: (2,000) $ 14.65 $ .57
----------
Stock options outstanding at December 31, 2003: 389,528
==========
Total stock options available for future grants are 3,075,750 as of December 31,
2003.
The following table summarizes information about stock options outstanding at
December 31, 2003:
Options Outstanding Options Exercisable
Number of Weighted
Options Average Weighted Number Weighted
Range of Exercise Outstanding at Remaining Average Exercisable at Average
Prices ($) 12/31/03 Contractual Life Exercise Price ($) 12/31/03 Exercise Price ($)
----------------- -------------- ---------------- ------------------ -------------- ------------------
$ 10.16 - 10.44 27,800 6.56 years $ 10.21 19,000 $ 10.23
$ 12.50 - 17.13 345,228 5.86 years $ 14.43 328,561 $ 14.48
$ 19.06 - 21.50 16,500 3.53 years $ 19.55 16,500 $ 19.55
-------------- -----------
$ 10.16 - 21.50 389,528 5.81 years $ 14.35 364,061 $ 14.48
============== ===========
At December 31, 2002 and 2001, 423,050 and 1,004,100 options were exercisable at
average exercise prices of $14.23 and $17.68, respectively.
Restricted Shares
On September 1, 2001, the Company awarded to certain executives and employees
35,683 restricted common shares of beneficial interest at the then current
market price per Common Share of $13.06 for a total value of $465,842. One-third
of the restricted common shares vested immediately. The remaining two-thirds
vested equally on July 1, 2002 and on July 1, 2003 if the executive is an
employee of the Company on the respective dates. On April 1, 2002, the Company
awarded an executive 10,000 restricted shares of beneficial interest at the then
current market price of $13.55 for a total value of $135,500. One-third of the
restricted common shares vested immediately. The remaining two-thirds will vest
equally on March 31, 2003, and on March 31, 2004, if the executive is an
employee of the Company on the respective dates. On July 1, 2002, the Company
awarded to certain executives and employees
44
28,890 restricted shares of beneficial interest at the then current market price
per Common Share of $15.75 for a total value of $455,018. One-third of the
restricted common shares vested immediately. The remaining two-thirds will vest
equally on July 1, 2003, and on July 1, 2004, if the executive is an employee of
the Company on the respective dates. On July 1, 2003, the Company awarded to
certain executives and employees 31,547 restricted shares of beneficial interest
at the then current market price per Common Share of $16.72 for a total value of
$527,466. One-third of the restricted common shares vested immediately. The
remaining two-thirds will vest equally on July 1, 2004, and on July 1, 2005, if
the executive is an employee of the Company on the respective dates. The awarded
shares entitle the executive to exercise all voting and/or consensual powers
pertaining to such shares and to receive any and all dividends or other
distributions on such shares. Any unvested shares shall immediately vest in the
event of a change in control of the Company, the death or permanent disability
of the executive or the termination of the executive without cause.
(9) EARNINGS PER SHARE
Basic and diluted earnings per share for the years ended December 31, 2003,
2002, and 2001 is calculated as follows (in thousands, except per share data):
Income
to Common Weighted
Shareholders Average Shares Per Share
(Numerator) (Denominator) Amount
------------ -------------- ---------
For the year ended December 31, 2003
Basic earnings per share $ 16,538 23,757,692 $ .70
Effect of assumed conversion of employee stock options - 54,107 -
------------ -------------- ---------
Diluted earnings per share $ 16,538 23,811,799 $ .69
============ ============== =========
For the year ended December 31, 2002
Basic earnings per share $ 10,951 20,380,949 $ .54
Effect of assumed conversion of employee stock options - 20,146 -
------------ -------------- ---------
Diluted earnings per share
$ 10,951 20,401,095 $ .54
============ ============== =========
For the year ended December 31, 2001
Basic earnings per share $ 18,260 18,803,535 $ .97
Effect of assumed conversion of employee stock options - 12,122 -
------------ -------------- ---------
Diluted earnings per share $ 18,260 18,815,657 $ .97
============ ============== =========
The Preferred B shares, OP Units and 44,500, 197,583, and 1,009,067 stock
options have been excluded in 2003, 2002, and 2001, respectively, from above
calculation since they are antidilutive.
(10) BENEFIT PLAN
The Company has a defined contribution plan covering all full time employees
qualified under Section 401(k) of the Code in which the Company matches a
portion of an employee's salary deferral. The Company had two defined
contribution plans through June 30, 2001, which were combined effective July 1,
2001. The Company's contributions to these plans were $163,400, $151,000, and
$112,500 for the years ended December 31, 2003, 2002, and 2001, respectively.
45
(11) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data follows (in thousands, except per share data):
Quarters Ended
March 31 June 30 September 30 December 31
--------- --------- ------------ -----------
2003:
Revenues $ 28,114 $ 27,064 $ 28,670 $ 29,092
Income from continuing operations 2,258 2,259 3,776 3,301
Income (loss) from discontinued operations 1,627 684 10,100 814
Net income 5,505 4,646 7,380 5,818
Income to common shareholders 3,803 2,943 5,677 4,115
Per common share, basic and diluted .16 .12 .24 .17
2002:
Revenues $ 26,074 $ 26,590 $ 26,482 $ 28,000
Income from continuing operations 4,171 4,613 4,175 4,074
Income (loss) from discontinued operations 427 (68) 226 416
Net income 4,598 4,545 4,401 4,490
Income to common shareholders 2,714 2,752 2,698 2,787
Per common share, basic and diluted .14 .14 .13 .13
2001:
Revenues $ 27,264 $ 25,627 $ 25,666 $ 26,289
Income from continuing operations 4,722 3,999 4,196 4,313
Income (loss) from discontinued operations 361 4,538 129 3,529
Net income 5,083 8,537 4,325 7,842
Income to common shareholders 3,206 6,655 2,441 5,958
Per common share, basic and diluted .17 .35 .13 .32
46
KRAMONT REALTY TRUST AND SUBSIDIARIES
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2003
(in thousands)
Costs Gross Amount
Initial Capitalized at Which Carried
Cost to Subsequent December 31, Accumulated
Description Encumbrances Company to Acquisition 2003 Depreciation
----------- ------------ ------- -------------- ---- ------------
SHOPPING CENTERS
PENNSYLVANIA
555 Scott Street Center $ -- $ 736 -- $ 736 (99)
550 West Germantown Pike -- 1,079 11 1,090 --
69th Street Plaza -- 3,620 21 3,641 (257)
Barn Plaza 18,200 22,918 7,383 30,301 (1,869)
Bensalem Square 4,900 6,282 79 6,361 (483)
Bethlehem Square 19,300 28,014 209 28,223 (2,013)
Bradford Mall -- 3,825 150 3,975 (322)
Bristol Commerce Park 14,800 13,955 2,427 16,382 (1,215)
Chalfont Village Shopping Center -- 1,574 135 1,709 (194)
Cherry Square Shopping Center (2) -- 6,831 202 7,033 (743)
Chesterbrook Village Center 10,458 13,359 767 14,126 (2,044)
Collegeville Shopping Center 4,446 7,179 1,008 8,187 (971)
County Line Plaza 4,663 5,391 2,548 7,939 (1,246)
Danville Plaza 502 1,556 55 1,611 (224)
Dickson City -- 4,294 46 4,340 (579)
Franklin Center (2) -- 7,534 (2) 7,532 (537)
Gilbertsville Shopping Center 2,375 3,827 362 4,189 (582)
MacArthur Road -- 3,059 36 3,095 (223)
Mount Carmel Plaza 664 2,102 37 2,139 (291)
New Holland Plaza 848 1,168 606 1,774 (226)
North Penn Marketplace 4,189 4,751 218 4,969 (648)
Park Hills Plaza 13,100 15,085 483 15,568 (1,145)
Pilgrim Gardens (2) -- 4,501 523 5,024 (349)
Shoppes at Valley Forge 6,400 5,254 9,087 14,341 (866)
Street Road 4,700 6,165 58 6,223 (454)
Valley Fair 10,500 14,355 991 15,346 (1,354)
Village at Newtown 20,657 27,657 151 27,808 (3,681)
Village West 13,666 18,911 923 19,834 (797)
Whitehall Square 17,500 23,239 342 23,581 (1,698)
Whitemarsh Shopping Center 6,801 10,771 429 11,200 (1,517)
Woodbourne Square -- 4,267 307 4,574 (809)
GEORGIA
Bainbridge Town Center (2) -- 6,800 164 6,964 (543)
Douglasville Crossing 14,347 13,284 20 13,304 (948)
Holcomb Bridge -- 7,066 64 7,130 (512)
Northpark (2) -- 12,255 132 12,387 (894)
Park Plaza (2) -- 3,137 59 3,196 (246)
Snellville Oaks 11,703 11,220 16 11,236 (802)
Summerville Wal Mart Center 2,180 2,391 -- 2,391 (169)
Tifton Corners 8,231 8,923 147 9,070 (668)
Tower Plaza (2) -- 4,300 78 4,378 (331)
Vidalia Wal Mart Center 4,082 4,452 -- 4,452 (315)
Village at Mableton 9,974 12,680 137 12,817 (925)
CONNECTICUT
Christmas Tree Plaza 12,361 20,166 -- 20,166 (168)
Groton Square 14,800 21,708 2,066 23,774 (1,687)
Killingly Plaza (2) -- 8,368 -- 8,368 (293)
Manchester K Mart Plaza -- 4,529 141 4,670 (343)
Milford -- 2,572 7 2,579 (230)
Parkway Plaza I -- 3,612 16 3,628 (257)
Parkway Plaza II -- 4,033 174 4,207 (283)
Stratford Square 5,149 10,500 1,063 11,563 (1,005)
Date Depreciable
Constructed Life
Description or Acquired (Years)
----------- ----------- -------
SHOPPING CENTERS
PENNSYLVANIA
555 Scott Street Center 1997 7 - 40 (1)
550 West Germantown Pike 2002 7 - 40 (1)
69th Street Plaza 2000 7 - 40 (1)
Barn Plaza 2000 7 - 40 (1)
Bensalem Square 2000 7 - 40 (1)
Bethlehem Square 2000 7 - 40 (1)
Bradford Mall 2000 7 - 40 (1)
Bristol Commerce Park 2000 7 - 40 (1)
Chalfont Village Shopping Center 1999 7 - 40 (1)
Cherry Square Shopping Center (2) 1999 7 - 40 (1)
Chesterbrook Village Center 1997 7 - 40 (1)
Collegeville Shopping Center 1998 7 - 40 (1)
County Line Plaza 1997 7 - 40 (1)
Danville Plaza 1997 7 - 40 (1)
Dickson City 1997 7 - 40 (1)
Franklin Center (2) 2000 7 - 40 (1)
Gilbertsville Shopping Center 1998 7 - 40 (1)
MacArthur Road 2000 7 - 40 (1)
Mount Carmel Plaza 1997 7 - 40 (1)
New Holland Plaza 1998 7 - 40 (1)
North Penn Marketplace 1998 7 - 40 (1)
Park Hills Plaza 2000 7 - 40 (1)
Pilgrim Gardens (2) 2000 7 - 40 (1)
Shoppes at Valley Forge 2000 7 - 40 (1)
Street Road 2000 7 - 40 (1)
Valley Fair 2000 7 - 40 (1)
Village at Newtown 1998 7 - 40 (1)
Village West 2001 7 - 40 (1)
Whitehall Square 2000 7 - 40 (1)
Whitemarsh Shopping Center 1997 7 - 40 (1)
Woodbourne Square 1997 7 - 40 (1)
GEORGIA
Bainbridge Town Center (2) 2000 7 - 40 (1)
Douglasville Crossing 2000 7 - 40 (1)
Holcomb Bridge 2000 7 - 40 (1)
Northpark (2) 2000 7 - 40 (1)
Park Plaza (2) 2000 7 - 40 (1)
Snellville Oaks 2000 7 - 40 (1)
Summerville Wal Mart Center 2000 7 - 40 (1)
Tifton Corners 2000 7 - 40 (1)
Tower Plaza (2) 2000 7 - 40 (1)
Vidalia Wal Mart Center 2000 7 - 40 (1)
Village at Mableton 2000 7 - 40 (1)
CONNECTICUT
Christmas Tree Plaza 2003 7 - 40
Groton Square 2000 7 - 40 (1)
Killingly Plaza (2) 2002 7 - 40 (1)
Manchester K Mart Plaza 2000 7 - 40 (1)
Milford 2000 7 - 40 (1)
Parkway Plaza I 2000 7 - 40 (1)
Parkway Plaza II 2000 7 - 40 (1)
Stratford Square 2000 7 - 40 (1)
47
KRAMONT REALTY TRUST AND SUBSIDIARIES
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2003
(in thousands)
Costs Gross Amount
Initial Capitalized at Which Carried
Cost to Subsequent December 31, Accumulated
Description Encumbrances Company to Acquisition 2003 Depreciation
----------- ------------ ------- -------------- ---- ------------
NEW JERSEY
Collegetown 8,500 10,693 1,019 11,712 (956)
Lakewood Plaza Shopping Center 20,576 24,593 993 25,586 (2,817)
Marlton Shopping Center - Phase II 9,500 12,524 448 12,972 (1,676)
Marlton Shopping Center - Phase I 11,578 16,580 3,808 20,388 (2,939)
Ocean Heights -- 9,832 -- 9,832 (113)
Rio Grande Plaza 7,500 14,417 96 14,513 (1,980)
Springfield Supermarket -- 3,483 -- 3,483 (52)
Suburban Plaza -- 16,544 39 16,583 (1,176)
NEW YORK
A&P Mamaroneck -- 1,598 -- 1,598 (113)
Campus Plaza-Vestal 8,295 13,718 -- 13,718 (114)
The Mall at Cross County 30,500 41,161 1,627 42,788 (3,207)
Highridge 8,800 11,746 106 11,852 (861)
North Ridge 5,600 6,886 589 7,475 (556)
Port Washington -- 495 -- 495 (35)
Village Square 2,100 2,935 148 3,083 (249)
MARYLAND
Campus Village -- 3,377 172 3,549 (262)
Coral Hills 5,200 6,087 184 6,271 --
Fox Run 16,700 19,752 673 20,425 (1,502)
FLORIDA
Century Plaza (2) -- 7,402 1,170 8,572 (1,611)
Village Oaks 7,556 9,770 (65) 9,705 (679)
KENTUCKY
Harrodsburg Marketplace (2) -- 3,650 -- 3,650 (259)
MICHIGAN
Musicland -- 3,700 -- 3,700 (262)
NORTH CAROLINA
Cary Plaza 842 3,065 53 3,118 (231)
Magnolia Plaza (2) -- 4,900 7 4,907 (347)
OHIO
Pickaway Crossing 5,924 6,654 14 6,668 (472)
RHODE ISLAND
Wamapnoag Plaza (2) -- 7,500 -- 7,500 (531)
SOUTH CAROLINA
East Main Centre (2) -- 5,682 867 6,549 (589)
Park Centre (2) -- 9,728 332 10,060 (699)
TENNESSEE
Meeting Square 2,300 2,467 208 2,675 (200)
VIRGINIA
Culpepper Town Mall (2) -- 7,200 264 7,464 (561)
Marumsco-Jefferson Plaza 13,344 13,000 254 13,254 (1,089)
Statler Crossing 6,015 6,054 46 6,100 (462)
OFFICE BUILDINGS
Springfield Office, New Jersey -- 2,311 -- 2,311 (36)
Plymouth Plaza, Pennsylvania 2,118 4,379 189 4,568 (625)
--------- --------- --------- --------- ---------
Totals $ 434,444(3) $ 749,138 $ 47,117 $ 796,255 $ (65,316)
========= ========= ========= ========= =========
Date Depreciable
Constructed Life
Description or Acquired (Years)
----------- ----------- -------
NEW JERSEY
Collegetown 2000 7 - 40 (1)
Lakewood Plaza Shopping Center 1999 7 - 40 (1)
Marlton Shopping Center - Phase II 1998 7 - 40 (1)
Marlton Shopping Center - Phase I 1998 7 - 40 (1)
Ocean Heights 2003 7 - 40
Rio Grande Plaza 1997 7 - 40 (1)
Springfield Supermarket 2003 7 - 40
Suburban Plaza 2000 7 - 40 (1)
NEW YORK
A&P Mamaroneck 2000 7 - 40 (1)
Campus Plaza-Vestal 2003 7 - 40
The Mall at Cross County 2000 7 - 40 (1)
Highridge 2000 7 - 40 (1)
North Ridge 2000 7 - 40 (1)
Port Washington 2000 7 - 40 (1)
Village Square 2000 7 - 40 (1)
MARYLAND
Campus Village 2000 7 - 40 (1)
Coral Hills 2000 7 - 40 (1)
Fox Run 2000 7 - 40 (1)
FLORIDA
Century Plaza (2) 1976 15 - 39 (1)
Village Oaks 2000 7 - 40 (1)
KENTUCKY
Harrodsburg Marketplace (2) 2000 7 - 40 (1)
MICHIGAN
Musicland 2000 7 - 40 (1)
NORTH CAROLINA
Cary Plaza 2000 7 - 40 (1)
Magnolia Plaza (2) 2000 7 - 40 (1)
OHIO
Pickaway Crossing 2000 7 - 40 (1)
RHODE ISLAND
Wamapnoag Plaza (2) 2000 7 - 40 (1)
SOUTH CAROLINA
East Main Centre (2) 2000 7 - 40 (1)
Park Centre (2) 2000 7 - 40 (1)
TENNESSEE
Meeting Square 2000 7 - 40 (1)
VIRGINIA
Culpepper Town Mall (2) 2000 7 - 40 (1)
Marumsco-Jefferson Plaza 2000 7 - 40 (1)
Statler Crossing 2000 7 - 40 (1)
OFFICE BUILDINGS
Springfield Office, New Jersey 2003 7 - 40 (1)
Plymouth Plaza, Pennsylvania 1997 7 - 40 (1)
(1) - Real Estate is depreciated over the estimated useful lives of the assets
(7 to 40 years) on the straight-line method.
(2) - Real estate pledged as collateral for the Credit Facility. As of December
31, 2003, the outstanding balance on the Credit Facility was $1,988,000.
(3) - Total encumbrances does not include the $1,988,000 balance of the Credit
Facility.
49
KRAMONT REALTY TRUST AND SUBSIDIARIES
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2003
(in thousands)
The changes in total real estate for the three years ended December 31, 2003,
are as follows:
2003 2002 2001
Balance, beginning of year $ 739,679 $ 723,247 $ 702,447
New property acquisitions 38,397 9,447 15,129
Capital improvements 18,027 9,712 13,681
Reclass for property held for sale (475) -- --
Sale of real estate 627 (2,727) (8,010)
--------- --------- ---------
Balance, end of period $ 796,255 $ 739,679 $ 723,247
========= ========= =========
The changes in accumulated depreciation for the three years ended December 31,
2003, are as follows:
2003 2002 2001
Balance, beginning of year $ 48,811 $ 32,349 $ 17,166
Depreciation for the year 17,960 16,579 15,311
Reclass for property held for sale (475) -- --
Sale of real estate (980) (117) (128)
-------- -------- --------
Balance, end of period $ 65,316 $ 48,811 $ 32,349
======== ======== ========
49
KRAMONT REALTY TRUST AND SUBSIDIARIES
Schedule IV - Mortgage Loans on Real Estate
December 31, 2003
(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 $ 8,480
West Palm Beach, FL 13.25% 1/15/2012 Level P&I due monthly 18,342 12,412
Deerfield Beach, FL
(2nd mortgage) 13.50% 1/15/2012 Level P&I due monthly 13,235 9,028
Deerfield Beach, FL 8.84% 3/1/2007 Level P&I due monthly 3,485 1,151
--------
$ 31,070
========
Note: All loans are first mortgages except where noted, there are no prior liens
and no delinquent principal or interest.
(a) The changes in the carrying amounts are summarized as follows:
2003 2002 2001
Balance, beginning of period $ 33,340 $ 35,340 $ 37,240
Advances on new mortgage loans -- -- --
Collections of principal (2,270) (2,000) (1,900)
-------- -------- --------
Balance, end of period $ 31,070 $ 33,340 $ 35,340
======== ======== ========
50
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
ITEM 9A. 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 December 31, 2003. 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 Securities and Exchange Commission'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 December 31, 2003 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.
PART III
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to the "Election of Trustees", "Executive
Officers", 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 10, 2004.
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 10, 2004.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
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 10, 2004,
and by reference to the "Securities Authorized for Issuance Under Equity
Compensation Plans" section of Item 5.
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 10, 2004.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated herein by reference to the "Principal Accountant Fees and Services"
section of the Company's Proxy Statement in connection with its annual meeting
of shareholders to be held on June 10, 2004.
51
PART IV
ITEM 15. 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, 2003 and 2002
Consolidated Statements of Income - Years Ended December 31, 2003,
2002, and 2001
Consolidated Statements of Other Comprehensive Income - Years Ended
December 31, 2003, 2002, and 2001
Consolidated Statements of Beneficiaries' Equity - Years Ended
December 31, 2003, 2002, and 2001
Consolidated Statements of Cash Flows - Years Ended December 31, 2003,
2002, and 2001
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 section (c) of this Item 15.
(b) Reports on Form 8-K:
On November 13, 2003, the Company furnished a Current Report on
Form 8-K, reporting under Item 12 - "Results of Operations and
Financial Condition" that the Company announced its consolidated
financial results for the quarter ended September 30, 2003.
On December 29, 2003, the Company filed a Current Report on Form
8-K, reporting under Item 5 - "Other Events" that the Company
filed a Supplemental Prospectus pursuant to Rule 424(b) of the
Securities Act of 1933. The Supplemental Prospectus describes the
issuance and sale to the public of 2,400,000 of the Company's
8.25% Series E Cumulative Preferred Shares of Beneficial Interest
in a public offering at $25.00 per share.
On December 30, 2003, the Company filed a Current Report on Form
8-K, reporting under Item 5 - "Other Events" that the Company
entered into a Purchase Agreement with various Purchasers,
Investment Advisers and Broker-Dealers named in the Purchase
Agreement, pursuant to which the Company agreed to issue and sell
2,400,000 of the Company's 8.25% Series E Cumulative Preferred
Shares of Beneficial Interest in a public offering at $25.00 per
share, for an aggregate purchase price of $60,000,000.
On December 31, 2003, the Company filed a Current Report on Form
8-K, reporting under Item 5 - "Other Events" that the Company
announced the redemption of all of the Company's 9.5% Series D
Cumulative Redeemable Preferred Shares of beneficial interest,
effective January 30, 2004, for $25.00 per share plus accrued and
unpaid distributions through such date of $0.066 per share.
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.
52
(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.
(Incorporated by reference to Appendix D to the Company's
Registration Statement on Form S-4, filed with the Commission
on April 10, 2002 (File No. 333-34482))
3.2 Amended and Restated Bylaws of Kramont Realty Trust.
(Incorporated by reference to Exhibit B to Appendix A to the
Company's Registration Statement on Form S-4, filed with the
Commission on April 10, 2002 (File No. 333-34482))
3.3 Articles Supplementary of Kramont Realty Trust. (Incorporated
by reference to Exhibit 3.3 of the Company's Registration
Statement on Form 8-A, filed with the Commission on December
29, 2003.)
3.4 Articles Supplementary of Kramont Realty Trust. (Incorporated
by reference to Exhibit 99.2 of the Company's Current Report
on Form 8-K, filed with the Commission on February 23, 2004.)
4.1 Specimen certificate for Common Shares of Beneficial Interest,
par value $0.01 per share. (Incorporated by reference to
Exhibit 4.1 of Kranzco's Registration Statement on Form S-1
No. 33-49434.)
4.2 Specimen certificate for 9.75% Series B-1 Cumulative
Convertible Preferred Shares of Beneficial Interest, par value
$0.01 per share. (Incorporated by reference to Exhibit 3.4 of
Kranzco's Registration Statement on Form 8-A, filed with the
Commission on March 7, 1997.)
4.3 Specimen certificate for 8.25% Series E Cumulative Redeemable
Preferred Shares of Beneficial Interest, par value $0.01 per
share. (Incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form 8-A, filed with the
Commission on December 29, 2003.)
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.)
53
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,
Inc. 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.)
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.)
54
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.)
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.)
55
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. (Incorporated by reference to Exhibit 10.36 Annual
Report on Form 10-K dated December 31, 1998 by CV Reit on
March 29, 1999.)
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. (Incorporated by reference to Exhibit
10.37 Annual Report on Form 10-K dated December 31, 1998 by CV
Reit on March 29, 1999.)
10.37 Collateral, Pledge, Assignment and Security Agreement, dated
March 8, 1999 between Montgomery CV Realty, L.P. and GMAC
Commercial Mortgage Corporation. (Incorporated by reference to
Exhibit 10.38 Annual Report on Form 10-K dated December 31,
1998 by CV Reit on March 29, 1999.)
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 Trustees 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.)
56
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.)
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
57
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.)
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 limited partnership; Secured
58
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.
(Incorporated by reference to Exhibit 10.3 of the Company's
Registration Statement on Form S-4 filed with the Commission
on April 10, 2000 (File No. 333-34482)).
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)).
10.71 Amended and Restated Agreement of Limited Partnership of
Kramont Operating Partnership, L.P., dated as of June 16,
2000. (Incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-4 filed with the
Commission on April 10, 2000 (File No. 333-34482)).
10.72 Second Amended and Restated Agreement of Limited Partnership
of Montgomery CV Realty L.P., dated as of June 16, 2000.
(Incorporated by reference to Exhibit 10.2 of the Company's
Registration Statement on Form S-4 filed with the Commission
on April 10, 2000 (File No. 333-34482)).
10.73 * Employment Agreement between the Company and Louis P. Meshon,
Sr. dated as of June 16, 2000. (Incorporated by reference from
Exhibit M 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)).
10.74 * Employment Agreement between the Company and Norman M.
Kranzdorf dated as of June 16, 2000. (Incorporated by
reference from Exhibit L 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)).
10.74A * Termination Agreement between the Company and Norman M.
Kranzdorf dated as of July 14, 2003. (Incorporated by
reference to Exhibit 99.1 of the Company's Current Report on
Form 8-K, filed with the Commission on July 14, 2003.)
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
59
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)
10.77 * Employment Agreement between the Company and George S.
Demuth dated as of June 16, 2000. (Incorporated by reference
to Exhibit 10.77 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002.)
10.78 * Employment Agreement between the Company and Etta M. Strehle
dated as of June 16, 2000. (Incorporated by reference to
Exhibit 10.78 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002.)
10.79 * Employment Agreement between the Company and Carl. E. Kraus
dated as of March 21, 2002. (Incorporated by reference to
Exhibit 10.79 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002.)
10.80 $190,000,000 Mortgage Loan Application dated October 22, 2002
by and between Kramont Operating Partnership, L.P., as
applicant, and Metropolitan Life Insurance Company, as lender.
(Incorporated by reference to Exhibit 10.80 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 2002.)
10.81 Loan Agreement dated as of December 20, 2002 by and between
Kramont Operating Partnership, L.P., as borrower, Fleet
National Bank, Wilmington Trust of Pennsylvania, Wachovia Bank
National Association, Compass Bank, Firstrust Bank, as
lenders, and Fleet National Bank, as administrative agent
(incorporated by reference to Exhibit 5.1 to the Company's
Current Report on Form 8-K, dated December 30, 2002).
10.82 $190,000,000 Mortgage Loan Agreement dated June 16, 2003
between the Company and Metropolitan Life Insurance Company.
10.83* Kramont Realty Trust Executive Officer Stock Option Plan
(Formerly the Montgomery CV Trust Executive Officer Stock
Option Plan).
10.84* Kramont Realty Trust 1997 Stock Option Plan (Formerly the
Drexel Realty Inc. 1997 Stock Option Plan).
10.85* Kramont Realty Trust Non-Employee Director 1998 Stock Option
Plan (Formerly the CV Reit, Inc. Non-Employee Director 1998
Stock Option Plan).
10.86* Second Amendment to Employment Agreement between the Company
and Carl. E. Kraus dated as of July 1, 2003.
10.87* Second Amendment to Employment Agreement between the Company
and George S. Demuth dated as of July 1, 2003.
10.88* Third Amendment to Employment Agreement between the Company
and Etta M. Strehle dated as of July 1, 2003.
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.
60
31.1 Certification by Chief Executive Officer 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 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 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 pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
* Management contract or compensatory plan or arrangement.
61
SIGNATURES
Pursuant to the requirements of Section 13 or 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 15, 2004 /s/ Louis P. Meshon, Sr.
By: ________________________________________
Louis P. Meshon, Sr., President and 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 15, 2004 /s/ H. Irwin Levy
--------------------------------------------
H. Irwin Levy, Chairman of the Board and Trustee
March 15, 2004 /s/ Louis P. Meshon, Sr.
--------------------------------------------
Louis P. Meshon, Sr., President, Chief
Executive Officer and Trustee (principal
executive officer)
March 15, 2004 /s/ Carl E. Kraus
--------------------------------------------
Carl E. Kraus, Chief Financial Officer,
Chief Investment Officer, and Treasurer
(principal financial officer)
March 15, 2004 /s/ George S. Demuth
--------------------------------------------
George S. Demuth, Chief Operating Officer
and Executive Vice President
March 15, 2004 /s/ Etta M. Strehle
--------------------------------------------
Etta M. Strehle, Chief Accounting Officer
March 15, 2004 /s/ Bernard J. Korman
--------------------------------------------
Bernard J. Korman, Trustee
March 15, 2004 /s/ Norman M. Kranzdorf
--------------------------------------------
Norman M. Kranzdorf, Trustee
March 15, 2004 /s/ Milton S. Schneider
--------------------------------------------
Milton S. Schneider, Trustee
March 15, 2004 /s/ E. Donald Shapiro
--------------------------------------------
E. Donald Shapiro, Trustee
62
March 15, 2004 /s/ Alan L. Shulman
--------------------------------------------
Alan L. Shulman, Trustee
63