SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarter ended June 30, 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
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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, Plymouth Meeting, PA 19462
----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 825-7100
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No _____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes _X_ No _____
Number of Common Shares of Beneficial Interest, par value $.01 per share, as of
August 14, 2003: 23,976,525
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
ASSETS June 30, 2003 December 31, 2002
------ ------------- -----------------
Real estate - income producing, net of accumulated depreciation $ 694,314 $ 679,567
Properties held for sale 10,771 16,759
Mortgage notes receivable 32,429 33,340
Investments in unconsolidated affiliates 2,787 2,923
Cash and cash equivalents (includes $902 and $1,687 restricted) 10,117 18,173
Other assets 28,132 28,498
--------- ---------
Total assets $ 778,550 $ 779,260
========= =========
LIABILITIES AND BENEFICIARIES' EQUITY
-------------------------------------
LIABILITIES:
Mortgages and notes payable $ 479,130 $ 480,489
Accounts payable and other liabilities 14,445 15,335
Distributions payable 9,895 9,766
--------- ---------
Total liabilities 503,470 505,590
--------- ---------
Minority interests in Operating Partnerships 19,188 19,780
--------- ---------
BENEFICIARIES' EQUITY:
Preferred shares of beneficial interest 30 30
Common shares of beneficial interest, $0.01 par value; authorized
96,683,845 shares; outstanding, 23,759,960 and 23,075,985 as of June 30,
2003 and December 31, 2002, respectively 238 231
Additional paid-in capital 245,233 235,409
Retained earnings 20,420 28,988
Accumulated other comprehensive income loss (1,126) (1,613)
Treasury stock, cumulative preferred shares of beneficial interest
Series A-1, 11,155 shares, at cost (6,070) (6,070)
Treasury stock, Redeemable preferred shares of beneficial interest
Series D, 146,800 shares, at cost (2,349) (2,349)
--------- ---------
256,376 254,626
Unearned compensation on restricted shares of beneficial interest (484) (736)
--------- ---------
Total beneficiaries' equity 255,892 253,890
--------- ---------
Total liabilities and beneficiaries' equity $ 778,550 $ 779,260
========= =========
See accompanying notes to consolidated financial statements.
2
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Rent $ 26,229 $ 25,629 $ 53,529 $ 50,741
Interest, principally from mortgage notes 1,087 1,214 2,213 2,428
------------ ------------ ------------ ------------
27,316 26,843 55,742 53,169
------------ ------------ ------------ ------------
Expenses:
Interest 8,694 9,048 17,093 18,415
Operating 7,617 6,999 17,051 13,828
Depreciation and amortization 4,547 4,174 8,967 8,302
General and administrative 2,376 1,813 4,574 3,432
------------ ------------ ------------ ------------
23,234 22,034 47,685 43,977
------------ ------------ ------------ ------------
4,082 4,809 8,057 9,192
Equity in income of unconsolidated affiliates 126 209 275 380
Minority interests in income of Operating Partnerships (170) (249) (334) (465)
------------ ------------ ------------ ------------
Net income from continuing operations 4,038 4,769 7,998 9,107
------------ ------------ ------------ ------------
Results from discontinued operations:
Income (loss) from operations of properties sold or
held for sale 6 (244) (20) (173)
Gain on sale of properties 646 -- 2,329 212
Minority interest in discontinued operations (44) 20 (156) (3)
------------ ------------ ------------ ------------
Net income (loss) from discontinued operations 608 (224) 2,153 36
------------ ------------ ------------ ------------
Net Income 4,646 4,545 10,151 9,143
Preferred share distribution (1,703) (1,793) (3,405) (3,677)
------------ ------------ ------------ ------------
Net income to common shareholders $ 2,943 $ 2,752 $ 6,746 $ 5,466
============ ============ ============ ============
Per common share:
Net income from continuing operation, basic
and diluted $ .10 $ .15 $ .20 $ .28
============ ============ ============ ============
Net income (loss) from discontinued operation,
basic and diluted .02 (.01) .09 --
------------ ------------ ------------ ------------
Total net income per share, basic and diluted $ .12 .14 $ .29 $ .28
============ ============ ============ ============
Dividends declared $ .325 $ .325 $ .65 $ .65
============ ============ ============ ============
Average common shares outstanding:
Basic 23,740,085 20,063,610 23,547,976 19,471,244
============ ============ ============ ============
Diluted 23,776,916 20,081,672 23,584,807 19,489,306
============ ============ ============ ============
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(dollars in thousands)
(unaudited)
Three Months Six Months Ended
Ended June 30, June 30,
--------------------- ----------------------
2003 2002 2003 2002
---- ---- ---- ----
Net income $ 4,646 $ 4,545 $ 10,151 $ 9,143
Change in fair value of cash flow hedges (42) (743) (138) (714)
Reclassification adjustment for hedge losses
(gains) included in net income 313 265 625 557
------- ------- -------- -------
Comprehensive income $ 4,917 $ 4,067 $ 10,638 $ 8,986
======= ======= ======== =======
See accompanying notes to consolidated financial statements
3
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
June 30,
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 15,815 $ 22,435
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 911 803
Acquisitions of real estate - income producing (4,295) (8,392)
Capital improvements (9,841) (3,588)
Proceeds from the sale of real estate, net 7,862 982
Change in restricted cash 785 34
Distributions from unconsolidated affiliates 412 --
Other -- 27
-------- --------
Net cash used in investing activities (4,166) (10,134)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 17,800 3,074
Repayments of borrowings (15,159) (11,124)
Repayments of line of credit, net (4,000) --
Cash distributions paid on common shares (15,185) (12,273)
Cash distributions paid on preferred shares (3,405) (3,859)
Proceeds from issuance of common shares of beneficial interest 4,183 31,906
Repurchase of preferred stock -- (6,071)
Distributions to minority interests (1,082) (975)
Deferred financing costs (2,072) (379)
-------- --------
Net cash (used in) provided by financing activities (18,920) 299
-------- --------
Net (decrease) increase in unrestricted cash and cash equivalents (7,271) 12,600
Unrestricted cash and cash equivalents at the beginning of the period 16,486 9,186
-------- --------
Unrestricted cash and cash equivalents at the end of the period $ 9,215 $ 21,786
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 17,844 $ 18,051
======== ========
Acquisitions:
Fair value of assets acquired $(13,290) $ --
Liabilities assumed or incurred 3,348 --
Common shares on beneficial interest issued 5,647 --
-------- --------
Cash (paid) for acquisitions $ (4,295) $ --
======== ========
Supplemental disclosure of non-cash transactions:
Restricted shares awarded $ -- $ 136
======== ========
See accompanying notes to consolidated financial statements.
4
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND BUSINESS
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont"), is a
self-administered, self-managed equity real estate investment trust ("REIT")
which is engaged in the ownership, acquisition, redevelopment, management and
leasing of community and neighborhood shopping centers. Kramont does not
directly own any assets other than its interest in Kramont Operating
Partnership, L.P. ("Kramont OP") and conducts its business through Kramont OP
and its affiliated entities, including Montgomery CV Realty, L.P. ("Montgomery
OP", together with Kramont OP and their wholly-owned subsidiaries, hereinafter
collectively referred to as the "OPs", which together with Kramont are
hereinafter referred to as the "Company"). The OPs, directly or indirectly, own
all of the Company's assets, including its interest in shopping centers.
Accordingly, the Company conducts its operations through an Umbrella Partnership
REIT ("UPREIT") structure. As of June 30, 2003, Kramont owned 93.49% of Kramont
OP and is its sole general partner. As of June 30, 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 June 30, 2003, the OPs owned and operated
eighty-two shopping centers (two of which are held for sale) and three office
buildings (one of which is held for sale), and managed five shopping centers for
third parties, located in 15 states aggregating approximately 11.6 million
square feet.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. For further information please refer to the
audited financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002.
Certain 2002 balance sheet and income statement amounts have been reclassified
to conform to current year presentation. These reclassifications had no impact
to net income to common shareholders as previously reported.
(2) ACCOUNTING POLICIES AND PROCEDURES
New Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 provides new guidance for the
consolidation of variable interest entities for which the voting interest model
is difficult to apply. Many variable interest entities have commonly been
referred to as special-purpose entities or off-balance sheet structures. The new
guidance, however, applies to a larger population of entities. The adoption of
FIN 46 did not have a material impact on the Company's financial position or
results of operations.
Stock Options
The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for its stock option plans.
Statement of Financial Accounting Standards No. 123 ("SFAS 123"), Accounting for
Stock-Based Compensation, requires the Company to provide pro forma information
regarding net income and net income per common share as if compensation cost for
stock options 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.
5
Solely for the purpose of providing the pro forma information required by SFAS
123, the Company estimates the fair value of each stock option grant by using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants: expected lives of ten years; dividend yield of
8.70%, volatility at 30%, risk free interest rate of 4.53% for 2002.
Under accounting provisions of SFAS 123, the Company's net income to common
shareholders and net income per common share, would have been reduced to the pro
forma amounts indicated below (in thousands, except per share data):
Three Months Ended Six Months Ended
June 30, June 30,
(unaudited) (unaudited)
------------------ --------------------
2003 2002 2003 2002
---- ---- ---- ----
Net income to common shareholders
Net income, as reported $2,943 $2,752 $6,746 $ 5,466
Less fair value of stock options granted in period 44 8 48 16
------ ------ ------ ---------
Pro forma $2,899 $2,744 $6,698 $ 5,450
====== ====== ====== =========
Net income per common share, basic and diluted:
As reported $ .12 $ .14 $ .29 $ .28
====== ====== ====== =========
Pro forma $ .12 $ .14 $ .28 $ .28
====== ====== ====== =========
(3) DISCONTINUED OPERATIONS
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 $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. 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.
The result of operations from these properties, along with properties held for
sale, is reported as income (loss) from operations of properties sold or held
for sale. The properties held for sale at June 30, 2003 include, a shopping
center in Hamden, Connecticut, a shopping center in Phillipsburg, New Jersey,
and an office building in West Palm Beach, Florida. There was no debt on these
properties at June 30, 2003.
(4) REAL ESTATE
(a) Real Estate is located in 15 states and consists of (in thousands):
June 30, 2003 December 31, 2002
------------- -----------------
Income producing:
Land $ 123,481 $ 120,899
Shopping centers 621,223 602,377
Office buildings 5,945 4,096
--------- ---------
Total 750,649 727,372
Less accumulated depreciation (56,335) (47,805)
--------- ---------
Real estate - income producing, net $ 694,314 $ 679,567
========= =========
6
Properties held for sale:
Land $ 2,200 $ 2,200
Shopping centers/office buildings 8,571 9,101
Undeveloped land -- 5,458
--------- ---------
Properties held for sale $ 10,771 $ 16,759
========= =========
(b) 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 $12.7 million including transaction costs, plus $500,000 of
pre-development cost reimbursements to the seller. 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 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.
(c) Real Estate with a net book value of $635 million at June 30, 2003, is
pledged as collateral for borrowings (see Note 6).
Subsequent Events
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 $18.3 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 July 25, 2003, the Company completed the acquisition of four shopping centers
in Vestal, New York on behalf of a joint venture between the Company and Tower
Fund, a commingled separate account available through annuity contracts of
Metropolitan Life Insurance Company (New York, New York) and managed by SSR
Realty Advisors. The four joint venture properties were purchased for total
purchase price of approximately $70 million including transaction costs. The
four centers have a combined gross leasable area of 553,000 square feet and are
fully occupied. The shopping centers were purchased using $43.7 million in
non-recourse debt and the balance in cash. The Company's equity interest in the
four properties is twenty percent, or approximately $5.2 million.
(5) MORTGAGE NOTES RECEIVABLE
At June 30, 2003, the Company's mortgage notes receivable consisted of $32.4
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,
bear interest ranging from 8.84% to 13.5% per annum and contain certain
prepayment prohibitions. The Recreation Notes are pledged as collateral for
certain borrowings (see Note 6).
7
(6) BORROWINGS
Borrowings consist of (in thousands):
June 30, December 31,
2003 2002
---- ----
(in thousands)
--------------
Mortgage notes payable through June 2013, interest fixed at a rate of 6.12% per annum,
collateralized by mortgages on fifteen shopping centers $190,000 $ --
Mortgage notes payable through June 2003, interest only fixed at an average rate
of 7.96% per annum, collateralized by mortgages on twenty-seven shopping centers -- 181,700
Mortgage notes payable through August 2028, interest ranging from 2.72% to 9.38% per
annum, collateralized by mortgages on twenty-five shopping centers 170,852 164,976
Mortgage notes payable through October 2008, interest fixed at 7.00% per annum,
collateralized by mortgages on nine shopping centers 62,744 63,148
Mortgage notes payable through December 2005, interest at borrower's election of
prime plus .25%, or LIBOR plus a minimum of 1.75% to a maximum of 2.25% (blended
rate of 3.28% at June 30, 2003), collateralized by mortgages on thirteen shopping centers 38,988 42,988
Mortgage notes payable through August 2003 under $155 million
credit facility, interest at one month LIBOR plus 2.45%, collateralized by a mortgage on
one shopping center -- 9,300
Collateralized Mortgage Obligations, net of unamortized discount of
$134,000 and $167,000 payable through March 2007, interest fixed at 8.84% per annum,
collateralized by certain of the Recreation Notes (see Note 5) 16,546 18,377
-------- --------
Totals $479,130 $480,489
======== ========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 2003 and 2002
Net Income
For the quarter ended June 30, 2003, net income to holders of common
shares of beneficial interest was $2.9 million or $.12 per common share
compared to $2.8 million or $.14 per common share for the same period of
2002. Net income per share was also impacted by the increased weighted
average of common shares of beneficial interest.
During the quarter ended June 30, 2003, rent revenue and operating
expenses increased by $600,000 and $618,000, respectively (a net rental
income decrease of $18,000). The rent revenue increase is primarily due to
increased base rentals and recoveries of operating expense in the existing
portfolio in the amount of $276,000
8
and an increase in rental revenue of $324,000 resulting from the
acquisition of a shopping center on April 26, 2002 and the acquisition of
two shopping centers and an office building on April 3, 2003. Operating
expenses increased during the second quarter of 2003 primarily due to an
increase in snow removal expense in the amount of $241,000, an increase in
insurance expense in the amount of $163,000, an increase in real estate
expense in the amount of $91,000, and an increase in general maintenance
expense in the amount of $95,000.
Interest income decreased by $127,000 during the second quarter of 2003,
of which $67,000 is attributable to scheduled repayments of mortgage notes
receivable (see Note 5) which are long term and require self-amortizing
payments through 2012, and lower interest earned on cash deposits in the
amount of $60,000 as a result of lower rates.
Interest expense decreased by $354,000 during the second quarter of 2003
primarily as a result of a decrease in rates on the Company's variable
rate debt and the repayment of borrowings in the amounts of approximately
$150,000 and $300,000, respectively, offset by an increase in the
amortization of deferred finance costs in the amount of approximately
$100,000.
Depreciation and amortization increased by $373,000, primarily due to
additional expense of $307,000 as a result of capital expenditures and the
additional expense of $66,000 as a result of the acquisition of two
shopping centers and an office building on April 3, 2003.
General and administrative expenses increased by $563,000, primarily due
to higher payroll related expenses in the amount of $270,000 as a result
of additional personnel, increased salaries, and higher severance expense
in the amount of $150,000 accrued for terminated employees. In addition,
during the second quarter of 2003, the Company incurred increased expenses
of approximately $200,000 due to the implementation of a corporate
marketing program and an increase in information technology expenses of
approximately $85,000.
Net income from discontinued operations was $608,000 for the second
quarter of 2003 compared to a net loss of $224,000 for the second quarter
of 2002. The 2003 amount included a gain from the sale of real estate in
the amount of $646,000. The 2002 amount consists of the net loss from
properties sold in 2003 and 2002, as well as the properties held for sale.
Six Months Ended June 30, 2003 and 2002
For the six months ended June 30, 2003, net income to common shareholders
of beneficial interest was $6.7 million or $.29 per common share compared
to $5.5 million or $.28 per common share for the same period of 2002. Net
income per share was also impacted by the increased weighted average of
common shares of beneficial interest.
During the six months ended June 30, 2003, rent revenue increased by $2.8
million and operating expenses increased by $3.2 million (a net rental
income decrease of $435,000). The rent revenue increase is primarily due
to increased base rentals and recoveries of operating expense in the
existing portfolio in the amount of $2.5 million and an increase in rental
revenue in the amount of $618,000 due to the acquisition of a shopping
center on April 26, 2002 and the acquisition of two shopping centers and
an office building on April 3, 2003, offset by lost rental revenue due to
tenant bankruptcies in the amount of $297,000. Operating expenses
increased during the six months ended June 30, 2002 due to an increase in
snow removal costs in 2003 in the amount of $2.2 million, an increase in
general maintenance expense in the amount of $387,000, an increase in
insurance expense in the amount of $337,000, an increase in real estate
taxes in the amount of $132,000, and additional expense of $86,000 as a
result of the acquisition of a shopping center on April 26, 2002.
Interest income decreased by $215,000 during the first six months of 2002,
of which $131,000 is attributable to scheduled repayments of mortgage
notes receivable (see Note 5), which are long term and require
self-
9
amortizing payments through 2012, and lower interest earned on cash
deposits in the amount of $84,000 as a result of lower rates.
Interest expense decreased by $1.3 million during the first six months of
2002 primarily as a result of a decrease in rates on the Company's
variable rate debt and the repayment of borrowings in the amounts of
approximately $320,000 and $950,000, respectively.
Depreciation and amortization increased by $665,000 primarily due to
additional expense of $557,000 as a result of capital expenditures and the
additional expense of $108,000 as a result of the acquisition of a
shopping center on April 26, 2002 and the acquisition of two shopping
centers and an office building on April 3, 2003.
General and administrative expenses increased by $1.1 million, primarily
due to higher payroll related expenses in the amount of $600,000 as a
result of additional personnel, increased salaries, higher performance
related bonuses, and severance expense in the amount of $150,000 accrued
for terminated employees. In addition, the Company incurred increased
expenses of $300,000 due to the implementation of a corporate marketing
program and an increase in information technology expenses of $130,000.
Net income from discontinued operations was $2.2 million for the first six
months of 2003 compared to a net income of $36,000 for the same period of
2002. The 2003 amount included a gain from the sale of real estate in the
amount of $2.3 million compared to a gain from the sale of real estate in
the amount of $212,000 for the same period in 2002. The 2002 amount
consists of the net loss from properties sold in 2003 and 2002, as well as
the properties held for sale.
Funds From Operations
Funds From Operations ("FFO"), as defined by the National Association of
Real Estate Investment Trusts (NAREIT), consists of net income (computed
in accordance with generally accepted accounting principles) before
depreciation and amortization of real property, extraordinary items and
gains and losses on sales of income-producing real estate.
The following schedule reconciles FFO to net income (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
(unaudited) (unaudited)
------------------- ----------------------
2003 2002 2003 2002
---- ---- ---- ----
Net income to common shareholders $2,943 $2,752 $ 6,746 $ 5,466
Depreciation and amortization of real property (1) (2) 4,314 4,024 8,534 7,856
(Gain) on sale of income-producing real estate (3) -- -- -- (196)
------ ------ ------- --------
FFO 7,257 6,776 15,280 13,126
====== ====== ======= ========
(1) Net of minority interests of $303 and $335, respectively, for the
three months ended June 30, 2003 and June 30, 2002, and $617 and
$674, respectively, for the six months ended June 30, 2003 and June
30, 2002.
(2) Depreciation related to unconsolidated affiliates of $56 and $43,
respectively, for the three months ended June 30, 2003 and June 30,
2002, and $99 and $91, respectively, for the six months ended June
30, 2003 and June 30, 2002.
(3) Net of amounts attributable to minority interests ($17) for the six
months ended June 30, 2002.
10
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 income-producing real estate would distort the comparative
measurement of performance and may not be relevant to ongoing operations.
However, FFO does not represent cash generated from operating activities in
accordance with generally accepted accounting principles and should not be
considered as an alternative to either net income as a measure of the Company's
operating performance or to cash flows from operating activities as an indicator
of liquidity or cash available to fund all cash flow needs. Since all companies
do not calculate FFO in a similar fashion, the Company's calculation, presented
above, may not be comparable to similarly titled measures reported by other
companies.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated Statements of Cash Flows
Net cash provided by operating activities, as reported in the Consolidated
Statements of Cash Flows, amounted to $15.8 million for the six months ended
June 30, 2003 compared to $22.4 million for the same period in 2002. The
decrease in cash flow is primarily due to a decrease in the net income from
continuing operations in the amount of $1.1 million in the first six months of
2003 compared the same period in 2002 , a decrease in accounts payable and other
liabilities of $3.7 million in the first six months of 2003 compared to an
increase of $2.1 million for the same period in 2002 , offset by a decrease in
other assets in the amount of $2.2 million for the first six months of 2003
compared to a decrease of $1.6 million for the same period in 2002.
Net cash used in investing activities for the six months ended June 30, 2003
decreased to $4.2 million from net cash used in investing activities of $10.1
million for the same period in 2002. The 2003 amounts reflect $9.8 million of
capital improvements and $4.3 million used for acquisitions, offset by net
proceeds from the sale of real estate in the amount of $7.9 million, $900,000 of
collections on mortgage notes receivable and a $785,000 change in restricted
cash. The 2002 amounts reflect $8.4 million used for acquisitions and $3.6
million of capital improvements offset by net proceeds from the sale of real
estate in the amount of $982,000 and $803,000 of collections on mortgage notes
receivable.
Net cash used in financing activities was $18.9 million for the six months ended
June 30, 2003 compared to cash provided by financing activities of $299,000 in
the same period in 2002. The 2003 amounts consist of cash distributions of $18.6
million to shareholders, cash distributions of $1 million to minority interests,
$2.1 million payment of deferred finance costs, and $1.4 million of net
repayment of borrowings, partially offset by $4.2 million of proceeds from the
issuance of common shares of beneficial interest. The 2002 amounts consist of
$31.9 million of proceeds from the issuance of common shares of beneficial
interest, offset by cash distributions of $16.1 million to shareholders, $8.1
million of net repayment of borrowings, $6.1 million used for the repurchase of
preferred shares of beneficial interest and cash distributions of $1 million to
minority interests.
Borrowings
At June 30, 2003, the Company's contractual obligations are as follows:
Payments Due by Period
(in millions)
Less than 1 year 1 to 3 years 4 to 5 years After 5 years
--------------------------------------------------------------------------------------
$ 32.9 $ 100.0 $ 31.5 $ 314.7
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At June 30, 2003, borrowings were $479.1 million. Scheduled principal payments
over the remainder of this year and the next four years are $164.4 million with
$314.7 million due thereafter. Borrowings consist of $422.4 million of fixed
rate indebtedness, with a weighted average interest rate of 6.80% at June 30,
2003, and $56.7 million of variable rate indebtedness with a weighted average
interest rate of 4.00% at June 30, 2003. The borrowings are collateralized by a
substantial portion of the Company's real estate and three Century Village adult
condominium communities in southeast Florida (collectively, the "Recreation
Notes"). The Company expects to refinance certain of these borrowings, at or
prior to maturity, through new mortgage loans on real estate. The ability to do
so, however, is dependent upon various factors, including the income level of
the properties, interest rates and credit conditions within the commercial real
estate market. Accordingly, there can be no assurance that such refinancing can
be achieved.
Effective June 16, 2003, the Company entered into a ten year, fixed rate loan
agreement with Metropolitan Life Insurance Company (the "Metlife Loan") for a
loan in the amount of $190 million to replace a $181.7 million fixed rate real
estate mortgage loan that matured on June 20, 2003. The Metlife Loan is secured
by fifteen shopping center properties (the "Mortgaged Properties") and the
entire principal balance of the Metlife Loan is due in June 2013. The Metlife
Loan bears an average fixed interest rate of 6.12% per annum and requires
monthly payments of interest only for the first two years of the ten year term
and monthly payments of interest and principal based on a 30-year amortization
for the remaining term.
Effective December 20, 2002, the Company entered into a loan agreement (the
"Loan Agreement") with Fleet National Bank, N.A. on its own behalf and as agent
for certain other banks providing for a credit facility (the "Credit Facility").
As of December 30, 2002, the date of the initial funding, the maximum amount of
the Credit Facility was $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, thirteen 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 June 30, 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 to 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 matures
in August, 2003. On December 31, 2002, and January 2, 2003, $25 million and $4
million, respectively, received from the issuance of equity was used to decrease
the outstanding balance of the Credit Facility to $39 million.
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 $62.7 million as
of June 30, 2003. Pursuant to the mortgage loan, the Company is required to make
monthly escrow payments for the payment of tenant improvements and repair
reserves.
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In addition, the Company has twenty-six mortgage loans outstanding as of June
30, 2003 which were primarily assumed in connection with various acquisitions of
certain shopping centers. These mortgage loans have maturity dates ranging from
2003 through 2028. Twenty of the twenty-six mortgage loans have fixed interest
rates ranging from 6.08% to 9.38%. The outstanding principal balance on these
mortgage loans at June 30, 2003 was approximately $153.2 million. The remaining
six mortgage loans, in the aggregate amount of $17.7 million at June 30, 2003,
have variable rates ranging from 2.72% to 7.13%.
The Company has $16.5 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 November 1, 2003. No
amounts were outstanding at June 30, 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 September 30, 2003. At June 30, 2003 there was no
outstanding balance on this line of credit.
Capital Resources
On April 3, 2002, the Company filed a Shelf Registration Statement on Form S-3
("Shelf Registration") to register $150 million in common and preferred shares
of beneficial interest, depository shares, warrants and debt securities. The
Shelf Registration Statement became effective April 17, 2002.
On January 2, 2003, under the Shelf Registration, the Company sold 280,000 of
its common shares of beneficial interest for proceeds of $4 million to Teachers
Insurance and Annuity Association of America. The Company used $4 million to pay
down the Credit Facility.
The Company's operating funds are generated from rent revenue net of operating
expense from income producing properties and, to a much lesser extent, interest
income on the mortgage notes receivable. The Company believes that the operating
funds will be sufficient in the foreseeable future to fund operating and
administrative expenses, interest expense, recurring capital expenditures and
distributions to shareholders in accordance with REIT requirements. Sources of
capital for non-recurring capital expenditures and scheduled principal payments,
including balloon payments, on outstanding borrowings are expected to be
obtained from property refinancings, scheduled principal repayments on the
mortgage notes receivable, sales of non-strategic real estate, the Company's
lines of credit and/or potential debt or equity financings in the public or
private markets.
Subsequent Events
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 $18.3 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
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combination of cash, 185,018 common shares of beneficial interest and the
assumption of $7.8 million in non-recourse debt.
On July 25, 2003, the Company completed the acquisition of four shopping centers
in Vestal, New York on behalf of a joint venture between the Company and Tower
Fund, a commingled separate account available through annuity contracts of
Metropolitan Life Insurance Company (New York, New York) and managed by SSR
Realty Advisors. The four joint venture properties were purchased for total
purchase price of approximately $70 million including transaction costs. The
four centers have a combined gross leasable area of 553,000 square feet and are
fully occupied. The shopping centers were purchased using $43.7 million in
non-recourse debt and the balance in cash. The Company's equity interest in the
four properties is twenty percent, or approximately $5.2 million.
INFLATION
During recent years, the rate of inflation has remained at a low level and has
had minimal impact on the Company's operating results. Most of the tenant leases
contain provisions designed to lessen the impact of inflation. These provisions
include escalation clauses which generally increase rental rates annually based
on cost of living indexes (or based on stated rental increases which are
currently higher than recent cost of living increases), and percentage rentals
based on tenant's gross sales, which generally increase as prices rise. Many of
the leases are for terms of less than ten years which increases the Company's
ability to replace those leases which are below market rates with new leases at
higher base and/or percentage rentals. In addition, most of the leases require
the tenants to pay their proportionate share of increases in operating expenses,
including common area maintenance, real estate taxes and insurance.
However, in the event of significant inflation, the Company's operating results
could be adversely affected if general and administrative expenses and interest
expense increases at a rate higher than rent income or if the increase in
inflation exceeds rent increases for certain tenant leases which provide for
stated rent increases (rather than based on cost of living indexes).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary exposure to market risk is to changes in interest rates.
The Company has both fixed and variable rate debt. The Company has $479.1
million of debt outstanding as of June 30, 2003 of which $422.4 million, or 88%,
has been borrowed at fixed rates ranging from 6.08% 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 June 30, 2003,
a 100 basis point increase in interest rates would result in an additional
$567,000 in interest incurred per year and a 100 basis point decline would lower
interest incurred by $567,000. To ameliorate the risks 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 $10.7 million decrease in the fair value of the fixed rate
debt and a 100 basis point decline would result in a $9.6 million increase in
the fair value.
The Company also has $32.4 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 $1.6 million decrease in the
fair value of the mortgage notes receivable and a 100 basis point decline would
result in a $2.3 million increase in the fair value.
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ITEM 4. CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's "disclosure
controls and procedures," as that term is defined in Rule 13a-15(e) promulgated
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
as of June 30, 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 SEC's rules and forms, and to ensure that such information is accumulated
and communicated to the Company's management, including the Chief Executive
Officer and Chief Financial Officer as appropriate to allow timely decisions
regarding required disclosure.
There were no changes in the Company's internal control over financial reporting
during the quarter ended June 30, 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.
FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS
Certain statements contained in this Quarterly Report may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities 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;
- the effect of general 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;
- the continued service of our senior executive officers;
- possible environmental liabilities;
- the availability, cost and terms of financing;
15
- the time and cost required to identify, acquire, construct or
develop additional properties that result in the returns anticipated
or sought;
- the costs required to re-develop or renovate any of our current or
future properties; and
- our inability to obtain insurance coverage to cover liabilities
arising from terrorist attacks or other causes or to obtain such
coverage at commercially reasonable rates.
You should also carefully consider any other factors contained in this Quarterly
Report and in the Company's latest Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Unless otherwise indicated, statements
herein are made as of the end of the period to which this Quarterly Report
relates, and the Company disclaims any obligation to publicly update or revise
any forward-looking statement in this Quarterly Report which may thereafter
appear to be inaccurate for any reason. You should not rely on the information
contained in any forward-looking statements, and you should not expect us to
update any forward-looking statements.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 2. Changes in Securities and Use of Proceeds
c) Recent Sales of Unregistered Securities.
On April 3, 2003, the Company issued 386,153 common shares of
beneficial interest to the five shareholders of Sumas Realty
Company as a portion of the purchase price for the Company's
acquisition of a shopping center and an office building in
Springfield, New Jersey and a shopping center and an adjacent
16 acres of land for development in Somers Point, New Jersey.
The Company has a future obligation to such shareholders to
issue an additional 228,939 common shares of beneficial
interest upon the satisfaction of certain conditions. The
shares were issued without registration under the Securities
Act of 1933, as amended, in reliance on Section 4(2) of that
Act.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on June
10, 2003.
The shareholders elected H. Irwin Levy and E. Donald Shapiro as
Class III trustees, in each case for a three-year term expiring 2006
and until their successors are duly elected and qualify.
The shareholders ratified the appointment of BDO Seidman, LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 2003.
Common shares of beneficial interest (including Series B-1
cumulative convertible preferred shares of beneficial interest equal
to the number of common shares into which the Series B-1 preferred
shares were convertible) were voted as follows:
16
TRUSTEE NOMINEE OR
PROPOSAL FOR AGAINST/WITHHELD ABSTENTIONS
H. Irwin Levy 17,987,885 4,175,402 --
E. Donald Shapiro 21,928,988 234,299 --
Ratification of
Accountants 21,994,025 85,024 85,238
There were no broker non-votes for any Trustee nominee or proposal.
ITEM 5. Other Information
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
EXHIBIT NO. DOCUMENT
----------- --------
31.1 Certification by Chief Executive Officer of Kramont Realty
Trust pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer of Kramont Realty
Trust pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Executive Officer of Kramont Realty
Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer of Kramont Realty
Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Form 8-K
On May 9, 2003, the Company furnished a Current Report on Form 8-K,
reporting under Item 9 - "Regulation FD Disclosure" - Consolidated
financial results for the quarter ended March 31, 2003.
On June 10, 2003, the Company furnished a Current Report on Form
8-K, reporting under Item 7 - "Financial Statements, Pro Forma
Financial Information and Exhibits" -Presentation at Kramont Realty
Trust Annual Meeting of Shareholders - June 10, 2003 and under Item
9.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KRAMONT REALTY TRUST
--------------------------------------------
(Registrant)
/s/ Louis P. Meshon, Sr.
August 14, 2003 --------------------------------------------
Louis P. Meshon Sr., President
/s/ Carl E. Kraus
August 14, 2003 --------------------------------------------
Carl E. Kraus, Chief Financial Officer
and Treasurer
18