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 September 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
KRAMONT REALTY TRUST
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(Exact name of Registrant as specified in its charter)
Maryland 25-6703702
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(State of Incorporation) (I.R.S. Employer Identification No.)
580 West Germantown Pike, Plymouth Meeting, PA 19462
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 825-7100
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of Common Shares of Beneficial Interest, par value $.01 per share, as of
November 13, 2003: 23,994,925
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
ASSETS September 30, 2003 December 31, 2002
------------------ -----------------
Real estate - income producing, net of accumulated depreciation $ 728,086 $ 679,567
Properties held for sale 3,770 16,759
Mortgage notes receivable 31,859 33,340
Investments in unconsolidated affiliates 8,583 2,923
Cash and cash equivalents (includes $902 and $1,687 restricted) 10,583 18,173
Other assets 34,029 28,498
------------------ -----------------
Total assets $ 816,910 $ 779,260
================== =================
LIABILITIES AND BENEFICIARIES' EQUITY
LIABILITIES:
Mortgages and notes payable $ 513,121 $ 480,489
Accounts payable and other liabilities 16,939 15,335
Distributions payable 9,971 9,766
------------------ -----------------
Total liabilities 540,031 505,590
------------------ -----------------
Minority interests in Operating Partnerships 19,050 19,780
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BENEFICIARIES' EQUITY:
Preferred shares of beneficial interest 30 30
Common shares of beneficial interest, $0.01 par value; authorized
96,683,845 shares; outstanding, 23,994,925 and 23,075,985 as of September
30, 2003 and December 31, 2002, respectively 240 231
Additional paid-in capital 249,147 235,409
Retained earnings 18,299 28,988
Accumulated other comprehensive income loss (802) (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)
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258,495 254,626
Unearned compensation on restricted shares of beneficial interest (666) (736)
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Total beneficiaries' equity 257,829 253,890
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Total liabilities and beneficiaries' equity $ 816,910 $ 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 Nine months Ended
September 30, September 30,
------------------------ -----------------------
2003 2002 2003 2002
---------- --------- --------- ---------
Revenues:
Rent $ 27,170 $ 25,577 $ 80,699 $ 76,318
Interest, principally from mortgage notes 1,078 1,206 3,291 3,634
Management fees 30 - 30 -
---------- --------- --------- ---------
28,278 26,783 84,020 79,952
---------- --------- --------- ---------
Expenses:
Interest 8,416 9,163 25,509 27,578
Operating 8,031 7,271 25,082 21,099
Depreciation and amortization 4,798 4,205 13,765 12,507
General and administrative 2,148 2,012 6,722 5,444
---------- --------- --------- ---------
23,393 22,651 71,078 66,628
---------- --------- --------- ---------
4,885 4,132 12,942 13,324
Equity in income of unconsolidated affiliates 232 181 507 561
Minority interests in income of Operating Partnerships (250) (193) (584) (681)
---------- --------- --------- ---------
Income from continuing operations 4,867 4,120 12,865 13,204
---------- --------- --------- ---------
Results from discontinued operations:
Income from operations of properties sold or held
for sale 873 304 853 131
Gain on sale of properties 1,793 - 4,122 212
Minority interest in discontinued operations (153) (23) (309) (3)
---------- --------- --------- ---------
Income from discontinued operations 2,513 281 4,666 340
---------- --------- --------- ---------
Net income 7,380 4,401 17,531 13,544
Preferred share distribution (1,703) (1,703) (5,108) (5,380)
---------- --------- --------- ---------
Net income to common shareholders $ 5,677 $ 2,698 $ 12,423 $ 8,164
========== ========= ========= =========
Per common share:
Income from continuing operation, basic
and diluted $ .13 $ .12 $ .33 $ .39
========== ========= ========= =========
Income from discontinued operation, basic and diluted .11 .01 .19 .02
---------- --------- --------- ---------
Total net income per share, basic and diluted $ .24 .13 $ .52 $ .41
========== ========= ========= =========
Dividends declared $ .325 $ .325 $ .975 $ .975
========== ========= ========= =========
Average common shares outstanding:
Basic 23,931,746 21,265,985 23,677,305 20,076,065
========== ========== ========== ==========
Diluted 23,973,196 21,285,430 23,718,755 20,095,510
========== ============ ============= ==========
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(dollars in thousands)
(unaudited)
Three Months Ended September 30, Nine months Ended September 30,
-------------------------------- ---------------------------------
2003 2002 2003 2002
------------ ----------- ------------ ------------
Net income $ 7,380 $ 4,401 $ 17,531 $ 13,544
Change in fair value of cash flow hedges - (647) (138) (1,361)
Reclassification adjustment for hedge losses included in
net income 323 271 948 828
------------ ----------- ------------ ------------
Other comprehensive income $ 7,703 $ 4,025 $ 18,341 $ 13,011
============ =========== ============ ============
See accompanying notes to consolidated financial statements
3
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months Ended
September 30,
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 23,517 $ 20,240
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CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 1,481 1,305
Acquisitions of real estate - income producing (14,186) (9,410)
Capital improvements including development costs (14,264) (6,480)
Net proceeds from the sale of real estate 16,736 988
Change in restricted cash 784 32
Distributions from unconsolidated affiliates 623 646
Investment in unconsolidated affiliates (5,776) -
Other - 50
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Net cash used in investing activities (14,602) (12,869)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings, net of fair market value premium 199,500 5,977
Repayments of borrowings (193,363) (10,702)
Principal amortization (5,281) (5,058)
Proceeds from line of credit, net 11,000 -
Cash distributions paid on common shares (22,906) (19,175)
Cash distributions paid on preferred shares (5,108) (5,561)
Proceeds from issuance of common shares of beneficial interest 4,424 31,888
Repurchase of preferred stock - (6,071)
Distributions to minority interests (1,623) (1,516)
Deferred financing costs (2,364) (398)
--------- ---------
Net cash used in financing activities (15,721) (10,616)
--------- ---------
Net decrease in unrestricted cash and cash equivalents (6,806) (3,245)
Unrestricted cash and cash equivalents at the beginning of the period 16,487 9,186
--------- ---------
Unrestricted cash and cash equivalents at the end of the period $ 9,681 $ 5,941
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 24,842 $ 27,242
========= =========
Acquisitions:
Fair value of assets acquired $ (47,105) $ (9,410)
Liabilities assumed or incurred 24,124 -
Common shares of beneficial interest issued 8,795 -
--------- ---------
Cash paid for acquisitions $ (14,186) $ (9,410)
========= =========
Supplemental disclosure of non-cash transactions:
Restricted shares awarded $ 527 $ 591
========= =========
See accompanying notes to consolidated financial statements.
4
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND BUSINESS
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont"), is a
self-administered, self-managed equity real estate investment trust ("REIT")
which is engaged in the ownership, acquisition, development, 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 September 30, 2003, Kramont owned 93.55% of
Kramont OP and is its sole general partner. As of September 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 September 30, 2003, the OPs owned
and operated eighty-three shopping centers (one of which is held for sale) and
two office buildings, managed five shopping centers for third parties and four
shopping centers in connection with a joint venture, located in 15 states
aggregating approximately 12.2 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
on net income to common shareholders as previously reported.
(2) ACCOUNTING POLICIES AND PROCEDURES
New Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). FIN 46 provides new guidance for the
consolidation of variable interest entities for which the voting interest model
is difficult to apply. Many variable interest entities have commonly been
referred to as special-purpose entities or off-balance sheet structures. The new
guidance, however, applies to a larger population of entities. The adoption of
FIN 46 did not have a material impact on the Company's financial position or
results of operations.
In July 2003, the FASB issued Statement of Financial Accounting Standards No.
150 ("SFAS 150"), Accounting for Certain Financial Instruments With
Characteristics of Both Liabilities and Equity. SFAS 150 requires the shares
that are mandatorily redeemable for cash or other assets at a specified or
determinable date or upon an event certain to occur, be classified as
liabilities, not as part of shareholders equity. The Company is currently
evaluating the impact of this pronouncement on its financial position and
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
5
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 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 and expected
lives of ten years; dividend yield of 8.70%, volatility at 30%, risk free
interest rate of 5.05% for 2003.
Under accounting provisions of SFAS 123, the Company's net income to common
shareholders and net income per common share, would have been reduced to the pro
forma amounts indicated below (in thousands, except per share data):
Three Months Ended Nine months Ended
September 30, September 30,
(unaudited) (unaudited)
------------------- ---------------------
2003 2002 2003 2002
------- ------- ------- ---------
Net income to common shareholders
Net income, as reported $ 5,677 $ 2,698 $12,423 $ 8,164
Less fair value of stock options granted in period 4 11 52 71
------- ------- ------- ---------
Pro forma $ 5,673 $ 2,687 $12,371 $ 8,083
======= ======= ======= =========
Net income per common share, basic and diluted:
As reported $ .24 $ .13 $ .52 $ .41
======= ======= ======= =========
Pro forma $ .24 $ .13 $ .52 $ .41
======= ======= ======= =========
(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. 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.
The result of operations from these properties, along with properties held for
sale, is reported as income from operations of properties sold or held for sale.
The only property held for sale at September 30, 2003 was a shopping center in
Hamden, Connecticut. There was no debt on this property at September 30, 2003.
6
(4) REAL ESTATE
(a) Real Estate is located in 15 states and consists of (in thousands):
September 30, 2003 December 31, 2002
------------------ -----------------
Income producing:
Land $ 130,244 $ 120,899
Shopping centers 654,128 602,377
Office buildings 4,600 4,096
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Total 788,972 727,372
Less accumulated depreciation (60,886) (47,805)
------------------ -----------------
Real estate - income producing, net $ 728,086 $ 679,567
================== =================
Properties held for sale:
Land $ 840 $ 2,200
Shopping centers, net 2,930 9,101
Undeveloped land - 5,458
------------------ -----------------
Properties held for sale $ 3,770 $ 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) 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.
(d) 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.
(e) Real Estate with a net book value of $637.1 million at September 30, 2003,
is pledged as collateral for borrowings (see Note 6).
(5) MORTGAGE NOTES RECEIVABLE
At September 30, 2003, the Company's mortgage notes receivable consisted of
$31.9 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%
7
per annum and contain certain prepayment prohibitions. The Recreation Notes are
pledged as collateral for certain borrowings (see Note 6).
(6) BORROWINGS
Borrowings consist of (in thousands):
September 30, 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. $ 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, net of unamortized premium of $2.3 million for 2003, payable
through August 2028, interest ranging from 2.72% to 9.38% per annum,
collateralized by mortgages on twenty-six shopping centers. 190,982 164,976
Mortgage notes payable through October 2008, interest fixed at 7.00% per annum,
collateralized by mortgages on nine shopping centers. 62,549 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 3.44% at September 30, 2003), collateralized by mortgages on thirteen shopping centers. 53,988 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
$118,000 and $167,000, respectively, payable through March 2007, interest fixed at 8.84%
per annum, collateralized by certain of the Recreation Notes (see Note 5). 15,602 18,377
------------- ------------
Totals $ 513,121 $ 480,489
============= ============
(7) INVESTMENT IN UNCONSOLIDATED AFFILIATES
The Company owns 45% - 50% general and limited partnership interests in three
partnerships whose principal assets consist of self-storage warehouses located
in southeast Florida, with an aggregate of approximately 2,800 units and 320,000
square feet, managed by unaffiliated parties. The Company has no financial
obligations with respect to such partnerships except under state law, as general
partners. The Company receives monthly distributions from each of the
partnerships based on cash flows.
In July, 2003, the Company formed a joint venture with Tower Fund ("Tower'), for
the purpose of acquiring real estate assets. Tower is a commingled separate
account available through annuity contracts of Metropolitan Life Insurance
Company (New York, New York) and managed by SSR Realty Advisors. The Company
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
8
York. The joint venture properties are all 100% occupied and were purchased by
the joint venture for $69.7 million plus transaction costs. The properties were
purchased using $43.7 million in non-recourse debt and the balance in cash. The
Company's equity contribution to the joint venture is approximately $5.8 million
including transaction costs.
The Company accounts for its investments in unconsolidated affiliates using the
equity method.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended September 30, 2003 and 2002
Net Income
For the quarter ended September 30, 2003, net income to holders of common shares
of beneficial interest was $5.7 million or $.24 per common share compared to
$2.7 million or $.13 per common share for the same period of 2002. Net income
per share was also impacted by the increase in the weighted average of common
shares of beneficial interest.
During the quarter ended September 30, 2003, rent revenue and operating expenses
increased by $1.6 million and $760,000, respectively (a net rental income
increase of $833,000). The rent revenue increase is primarily due to increased
base rentals and recoveries of operating expense in the existing portfolio in
the amount of $523,000 and an increase in rental revenue of $1.1 million
resulting from the acquisition of two shopping centers and an office building in
April, 2003, and the acquisition of two shopping centers in July, 2003.
Operating expenses increased during the third quarter of 2003 primarily due to
an increase in general maintenance expense in the amount of $250,000, an
increase in real estate expense in the amount of $176,000, an increase in
professional fees in the amount of $87,000, an increase in insurance expense in
the amount of $79,000, and an increase in the amount of $178,000 resulting from
the 2003 acquisitions.
Interest income decreased by $128,000 during the third quarter of 2003, of which
$69,000 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 $59,000 as a
result of lower rates.
Interest expense decreased by $747,000 during the third quarter of 2003
primarily as a result of a decrease in rates on the Company's variable and fixed
rate debt and the repayment of borrowings in the amounts of approximately $1
million and $100,000, respectively, offset by an increase in interest expense in
the amount of $220,000 as a result of the debt assumed for the 2003 acquisitions
and an increase in the amortization expense of deferred finance costs in the
amount of approximately $130,000.
Depreciation and amortization increased by $593,000, primarily due to additional
expense of $396,000 as a result of capital expenditures and the additional
expense of $197,000 as a result of the 2003 acquisitions.
General and administrative expenses increased by $136,000, primarily due to
higher payroll related expenses as a result of increased salaries and increased
fringe benefit expense.
Income from discontinued operations was $2.5 million for the third quarter of
2003 compared to income of $281,000 for the third quarter of 2002. The 2003
amount included a gain from the sale of real estate in the amount of $1.8
million. The 2002 amount consists of the net income from properties sold in 2003
and 2002, as well as the properties held for sale.
9
Nine months Ended September 30, 2003 and 2002
For the nine months ended September 30, 2003, net income to common shareholders
of beneficial interest was $12.4 million or $.52 per common share compared to
$8.2 million or $.41 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 nine months ended September 30, 2003, rent revenue increased by $4.4
million and operating expenses increased by $4 million (a net rental income
increase of $398,000). The rent revenue increase is primarily due to increased
base rentals and recoveries of operating expense in the existing portfolio in
the amount of $3.4 million and an increase in rental revenue in the amount of
$1.7 million due to the acquisition of a shopping center in April, 2002, the
acquisition of two shopping centers and an office building in April, 2003, and
the acquisition of two shopping centers in July, 2003, offset by lost rental
revenue due to tenant bankruptcies in the amount of $715,000. Operating expenses
increased during the nine months ended September 30, 2003 primarily 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 $512,000, an increase
in insurance expense in the amount of $430,000, an increase in real estate taxes
in the amount of $443,000, and additional expense of $178,000 as a result of the
acquisition of a shopping center in April, 2002, the acquisition of two shopping
centers and an office building in April, 2003, and the acquisition of two
shopping centers in July, 2003.
Interest income decreased by $343,000 during the first nine months of 2003, of
which $200,000 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 $143,000 as a result of lower rates.
Interest expense decreased by $2.1 million during the first nine months 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 $1.3 million and
$1.1 million, respectively, as well as higher capitalized interest in the amount
of $90,000, offset by an increase in interest expense as a result of the debt
assumed for the 2003 acquisitions in the amount of $220,000 and an increase in
the amortization of deferred finance costs in the amount of approximately
$140,000.
Depreciation and amortization increased by $1.3 million primarily due to
additional expense of $1 million as a result of capital expenditures and the
additional expense of $305,000 as a result of the acquisition of a shopping
center in April, 2002 as well as the 2003 acquisitions.
General and administrative expenses increased by $1.3 million, primarily due to
higher payroll related expenses in the amount of $770,000 as a result of
additional personnel, increased salaries, higher performance related bonuses,
higher expense for the amortization of restricted share compensation, and
including severance expense in the amount of $150,000 recorded for terminated
employees. In addition, the Company incurred increased expenses of $370,000 due
to the implementation of a corporate marketing program and an increase in
information technology expenses of $130,000.
Income from discontinued operations was $4.7 million for the first nine months
of 2003 compared to income of $340,000 for the same period of 2002. The 2003
amount included a gain from the sale of real estate in the amount of $4.1
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.
10
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 Nine months Ended
September 30, September 30,
(unaudited) (unaudited)
------------------------ -----------------------
2003 2002 2003 2002
---------- --------- --------- ---------
Net income to common shareholders $ 5,677 $ 2,698 $ 12,423 $ 8,164
Depreciation and amortization of real property (1) (2) 4,583 4,044 13,107 11,901
(Gain) on sale of income-producing real estate (3) (1,678) - (1,668) (196)
---------- --------- --------- ---------
FFO 8,582 6,742 23,862 19,869
========== ========= ========= =========
(1) Net of minority interests of $322 and $317, respectively, for the three
months ended September 30, 2003 and September 30, 2002, and $929 and
$990, respectively, for the nine months ended September 30, 2003 and
September 30, 2002.
(2) Depreciation related to unconsolidated affiliates of $100 and $51,
respectively, for the three months ended September 30, 2003 and
September 30, 2002, and $199 and $142, respectively, for the nine
months ended September 30, 2003 and September 30, 2002.
(3) Net of amounts attributable to minority interests $118 for the three
months ended September 30, 2003, and $117 and $17, respectively, for
the nine months ended September 30, 2003 and September 30, 2002.
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 $23.5 million for the nine months ended
September 30, 2003 compared to $20.2 million for the same period in 2002. The
increase in cash flow is primarily due to an increase in the net operating
income in the amount of $800,000 in the first nine months of 2003 compared the
same period in 2002 , a decrease in accounts payable and other liabilities of
$900,000 in the first nine months of 2003 compared to an increase of $3.4
million for the same period in 2002 , offset by a increase in other assets in
the amount of $3.5 million for
11
the first nine months of 2003 compared to a increase of $10.7 million for the
same period in 2002.
Net cash used in investing activities for the nine months ended September 30,
2003 increased to $14.6 million from net cash used in investing activities of
$12.9 million for the same period in 2002. The 2003 amounts reflect $14.3
million of capital improvements, $14.2 million used for acquisitions, and $5.8
million used for the investment in a joint venture, offset by net proceeds from
the sale of real estate in the amount of $16.7 million, $1.5 million of
collections on mortgage notes receivable, $623,000 of distributions from
unconsolidated affiliates, and a $784,000 change in restricted cash. The 2002
amounts reflect $9.4 million used for acquisitions and $6.5 million of capital
improvements offset by net proceeds from the sale of real estate in the amount
of $988,000, $1.3 million of collections on mortgage notes receivable, and
$646,000 of distributions from unconsolidated affiliates.
Net cash used in financing activities was $15.7 million for the nine months
ended September 30, 2003 compared to cash used in financing activities of $10.6
million in the same period in 2002. The 2003 amounts consist of cash
distributions of $28 million to shareholders, cash distributions of $1.6 million
to minority interests, $2.3 million payment of deferred finance costs, and $11.8
million of net borrowings, partially offset by $4.4 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 $24.7 million to shareholders, $9.8
million of net repayment of borrowings, $6.1 million used for the repurchase of
preferred shares of beneficial interest, cash distributions of $1.5 million to
minority interests, and $398,000 for deferred finance costs.
Borrowings
At September 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
---------------- ----------------------- ------------ -------------
$ 31.1 $ 114.9 $ 31.5 $ 335.6
At September 30, 2003, borrowings were $513.1 million. Scheduled principal
payments over the remainder of this year and the next four years are $177.5
million with $335.6 million due thereafter. Borrowings consist of $441.5 million
of fixed rate indebtedness, with a weighted average interest rate of 6.84% at
September 30, 2003, and $71.6 million of variable rate indebtedness with a
weighted average interest rate of 3.41% at September 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
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.
12
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 September 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 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 $54 million as of September 30, 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 $62.5 million as
of September 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.
In addition, the Company has twenty-eight mortgage loans outstanding as of
September 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-two of the twenty-eight mortgage
loans have fixed interest rates ranging from 6.08% to 9.38%. The outstanding
principal balance on these mortgage loans at September 30, 2003 was
approximately $173.4 million. The remaining six mortgage loans, in the aggregate
amount of $17.6 million at September 30, 2003, have variable rates ranging from
2.72% to 6.88%.
The Company has $15.6 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 September 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
13
LIBOR plus 1.8%. The line of credit matures on June 30, 2004. At September 30,
2003 there was no outstanding balance on this line of credit.
Acquisitions
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.
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.
INFLATION
During recent years, the rate of inflation has remained at a low level and has
had minimal impact on the Company's operating results. Most of the tenant leases
contain provisions designed to lessen the impact of inflation. These provisions
include escalation clauses in certain leases which generally increase rental
rates periodically based on stated rental increases which are currently higher
than recent cost of living increases, and percentage rentals based on tenant's
gross sales, which generally increase as prices rise. Many of the leases are for
terms of less than ten years which increases the Company's ability to replace
those leases which are below market rates with new leases at higher base and/or
percentage rentals. In addition, most of the leases require the tenants to pay
their proportionate share of increases in operating expenses, including common
area maintenance, real estate taxes and insurance.
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.
14
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 $513.1
million of debt outstanding as of September 30, 2003 of which $441.5 million, or
86%, 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
September 30, 2003, a 100 basis point increase in interest rates would result in
an additional $716,000 in interest incurred per year and a 100 basis point
decline would lower interest incurred by $716,000. 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 $31.9 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.
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 September 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 September 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
15
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;
- 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 July 25, 2003, the Company issued 185,018 common shares of
beneficial interest to five members of the selling entity, Campus
Plaza, LLC, as a portion of the purchase price for the Company's
acquisition of a shopping center in Vestal, New York. The shares were
issued without registration under the Securities Act of 1933, as
amended, in reliance on Section 4(2)
16
of that Act.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
Not Applicable.
ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
EXHIBIT NO. DOCUMENT
----------- --------
31.1 Certification by Chief Executive Officer of Kramont Realty
Trust pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer of Kramont Realty
Trust pursuant to Exchange Act Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Executive Officer of Kramont Realty
Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer of Kramont Realty
Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Form 8-K
On July 14, 2003, the Company filed a Current Report on Form 8-K,
reporting under Item 5- "Other Events" - The Company's Chairman of the
Board, Norman M. Kranzdorf, retired as Chairman effective July 14,
2003. Mr. Kranzdorf is expected to remain a Trustee and member of the
Board through the duration of his existing term.
On August 11, 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 June 30, 2003.
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.
November 13, 2003 -------------------------------------
Louis P. Meshon Sr., President
/s/ Carl E. Kraus
November 13, 2003 -------------------------------------
Carl E. Kraus, Chief Financial Officer
and Treasurer
18