SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to ______________________
Commission File Number 1-15923
KRAMONT REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 25-6703702
(State of incorporation) (I.R.S. employer identification no.)
580 WEST GERMANTOWN PIKE, SUITE 200, PLYMOUTH MEETING, PA 19462
(Address of principal executive offices)
Registrant's telephone number, including area code: 610-825-7100
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of exchange on which registered
-------------- ------------------------------------
COMMON SHARES OF BENEFICIAL INTEREST, NEW YORK STOCK EXCHANGE
$.01 PAR VALUE
9.75% SERIES B-1 CUMULATIVE CONVERTIBLE NEW YORK STOCK EXCHANGE
PREFERRED SHARES OF BENEFICIAL INTEREST,
$.01 PAR VALUE
8.25% SERIES E CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE
PREFERRED SHARES OF BENEFICIAL INTEREST,
$.01 PAR VALUE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES [X] NO[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the voting common shares held by non-affiliates of
the Registrant was approximately $386 million based on the closing price on the
New York Stock Exchange for such shares on June 30, 2004.
The number of shares of the Registrant's Common Shares of Beneficial Interest
outstanding was 24,443,723 as of March 11, 2005.
Forward-Looking Statements
Certain statements contained in this Annual Report may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities 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 failure to consummate our proposed merger with an affiliate of
Centro Properties Limited, which in certain circumstances would
obligate us to pay a termination fee of $24.0 million;
- our inability to identify properties to acquire or our inability to
successfully integrate acquired properties and operations;
- our dependence on the retail industry, including the effect of
general or regional economic downturns on demand for leased space at
and the amount of rents chargeable by neighborhood and community
shopping centers;
- changes in tax laws or regulations, especially those relating to
REITs and real estate in general;
- our failure to continue to qualify as a REIT under U.S. tax laws;
- the number, frequency and duration of tenant vacancies that we
experience;
- the time and cost required to solicit new tenants and to obtain
lease renewals from existing tenants on terms that are favorable to
us;
- tenant bankruptcies and closings;
- the general financial condition of, or possible mergers or
acquisitions involving, our tenants;
- competition from other real estate companies or from competing
shopping centers or other commercial developments;
- changes in interest rates and national and local economic
conditions;
- increases in our operating costs;
- compliance with regulatory requirements, including the Americans
with Disabilities Act;
- the continued service of our senior executive officers;
- possible environmental liabilities;
- the availability, cost and terms of financing;
- the time and cost required to identify, acquire, construct or
develop additional properties that result in the returns anticipated
or sought;
- the costs required to re-develop or renovate any of our current or
future properties; and
- our inability to obtain insurance coverage to cover liabilities
arising from terrorist attacks or other causes or to obtain such
coverage at commercially reasonable rates.
You should also carefully consider any other factors contained in this Annual
Report, including the information incorporated by reference into this Annual
Report. Unless otherwise indicated, statements herein are made as of the end of
the period to which this Annual Report relates, and the Company disclaims any
obligation to publicly update or revise any forward-looking statement in this
Annual Report which may thereafter appear to be inaccurate for any reason. You
should not rely on the information contained in any forward-looking statements,
and you should not expect us to update any forward-looking statements.
2
TABLE OF CONTENTS
Form 10-K
Item No. Report Page
-------- -----------
PART I
1. Business ............................................................. 4
2. Properties ........................................................... 9
3. Legal Proceedings .................................................... 13
4. Submission of Matters to a Vote of Security Holders .................. 13
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters and Issuer Purchases of Equity Securities ........ 13
6. Selected Financial Data .............................................. 15
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................. 16
7A. Quantitative and Qualitative Disclosures About Market Risk ........... 27
8. Financial Statements and Supplementary Data .......................... 28
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures ................................. 54
9A. Controls and Procedures............................................... 54
9B. Other Information..................................................... 54
PART III
10. Trustees and Executive Officers of the Registrant .................... 54
11. Executive Compensation ............................................... 58
12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters............................ 64
13. Certain Relationships and Related Transactions........................ 66
14. Principal Accountant Fees and Services................................ 67
PART IV
15. Exhibits and Financial Statement Schedules............................ 68
3
PART I
BACKGROUND
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont")
acquired its assets through the merger of Kranzco Realty Trust ("Kranzco") and
CV Reit, Inc. ("CV Reit") into Kramont in a merger effective as of June 16, 2000
(the "Merger"). The Agreement and Plan of Reorganization and Merger, dated as of
December 10, 1999, was adopted and approved by the shareholders of both
companies on June 6, 2000. Terms of the Merger called for holders of common
shares of both companies to each receive one common share of beneficial interest
of Kramont for each outstanding common share of CV Reit and Kranzco on a
tax-free basis, and for holders of Kranzco preferred shares to receive in
exchange for such Kranzco preferred shares, Kramont preferred shares with the
same rights. The Merger was accounted for as a purchase by CV Reit of Kranzco
for accounting purposes.
Proposed Merger
On December 19, 2004, the Company entered into an Agreement and Plan of Merger
providing for the merger of the Company into an affiliate of Melbourne,
Australia-based Centro Properties Limited (ASX:CNP), and for the merger of other
affiliates of Centro into Kramont Operating Partnership, L.P. and Montgomery CV
Realty L.P. On January 27, 2005, the parties amended the Agreement and Plan of
Merger. A special meeting of our shareholders will be held April 14, 2005 to
consider and vote on the proposed merger. If approved, the companies anticipate
completing the merger as soon as practicable.
ITEM 1. BUSINESS
Kramont is a self-administered, self-managed equity real estate investment trust
("REIT") which is engaged in the ownership, acquisition, development,
redevelopment, management and leasing primarily of community and neighborhood
shopping centers. Kramont does not directly own any assets other than its
interest in Kramont Operating Partnership, L.P. ("Kramont OP") and conducts its
business through Kramont OP and its affiliated entities, including Montgomery CV
Realty L.P. ("Montgomery OP", together with Kramont OP and their wholly-owned
subsidiaries, hereinafter collectively referred to as the "OPs", which together
with Kramont are hereinafter referred to as the "Company"). The OPs, directly or
indirectly, own all of the Company's assets, including its interests in shopping
centers. Accordingly, the Company conducts its operations through an Umbrella
Partnership REIT ("UPREIT") structure. As of December 31, 2004, Kramont owned
93.6% of Kramont OP and is its sole general partner. As of December 31, 2004,
Kramont OP indirectly owned 99.87% of the limited partnership interest of
Montgomery OP and owned 100% of its sole general partner. As of December 31,
2004, the OPs owned and operated eighty-three shopping centers and two office
buildings, and managed three shopping centers for third parties and four
shopping centers in connection with a joint venture, located in 16 states
aggregating approximately 12.5 million leasable square feet.
The owners of the minority interests hold operating partnership units ("OP
Units") which are convertible into common shares of beneficial interest on a one
to one basis. The Company has the option to issue the common shares of
beneficial interest or redeem them for cash equal to the then fair market value
of the common shares at the time of the conversion. At December 31, 2004, there
were 1,666,152 outstanding OP Units in the OPs.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company's income-producing properties and other assets represent one
reportable segment as each of the income-producing properties have similar
economic and environmental conditions, business processes, types of customers
(i.e., tenants), and services provided, and because resource allocation and
other operating decisions are based on an evaluation of the entire portfolio. In
addition, the Company believes the Mortgage Note Receivables are not material
and do not represent a separate operating segment.
4
OPERATING STRATEGIES
Our primary business objectives are to increase Funds From Operations (See Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations for a definition of Funds From Operations) and to enhance the value
of our properties. It has been our operating strategy to achieve these
objectives through:
- Efficient operation of our properties, including active leasing and
property management, maintenance of high occupancy levels,
increasing rental rates and controlling operating and capital costs.
- Acquisition of additional properties which satisfy our criteria, at
favorable prices, including properties requiring renovation or
re-leasing.
- Completion of strategic renovations and expansions to further
maximize operating cash flows.
- The Company intends to finance acquisitions with the most
appropriate sources of capital, as determined by the Attainment of
greater access to capital sources.
ACQUISITION STRATEGIES/INVESTMENT STRATEGIES
The Company intends to make acquisitions in a manner consistent with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code") and
regulations promulgated thereunder applicable to REITs with respect to the
composition of the Company's portfolio and the derivation of income unless,
because of circumstances or changes in the Code (or any related regulation), the
board of trustees (the "Trustees") of the Company determine that it is no longer
in the best interests of the Company to qualify as a REIT. The Company's
acquisition strategy is to opportunistically acquire properties which need
replacement anchor tenants or where the Company's management expertise and
reputation can enhance value. That strategy includes acquiring and
rehabilitating properties in new markets with strong demographic characteristics
in order to reduce the Company's sensitivity to regional economic cycles. The
Company will seek to utilize its UPREIT structure to acquire interests in
properties in exchange for units of limited partner interest in Kramont OP ("OP
Units"). Since the Company is an UPREIT, potential transferors of property to
the Company may be able to transfer the property on a tax-deferred basis.
The Company will generally acquire fee simple or leasehold interests in real
property consistent with the Company's acquisition strategies set forth above.
However, the Company may make equity investments through joint ventures with
developers, owners or other persons which may provide for, among other terms,
(i) a cumulative preference as to cash distributions; (ii) a participation in
net cash flows from operations; and (iii) a participation in the appreciation of
the value of the underlying real property. The Company contemplates that it
would manage day-to-day operations of any joint venture's underlying real
property. The Company may also acquire investments in real property or real
estate oriented companies through issuance of debt or equity securities in
exchange for investments or by such other methods as the Trustees deem to be in
the best interests of the Company.
The Company may acquire all or some of the securities of other REITs or other
issuers or purchase or otherwise acquire its own shares. The Company does not
anticipate investing in issuers of securities, other than REITs, for the purpose
of exercising control or underwriting securities of other issuers or acquiring
any investments primarily for sale in the ordinary course of business or to hold
any investments with a view to making short-term profits from their sale.
Although the Company may make loans to other entities or persons, it has no
plans to do so. In the future, the Trustees will consider any transaction
involving loans to other entities or persons on a case by case basis.
FINANCING STRATEGIES
The Company intends to finance acquisitions with the most appropriate source of
capital, as determined by the Trustees, which may include limited partner units
in Kramont OP, available cash flows from operations, the issuance of other
equity securities, the sale of investments and, within the debt guidelines
described below, bank and other institutional borrowings and the issuance of
debt securities. Future borrowings by the Company for acquisitions may be either
on a secured or unsecured basis.
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The Company will not have a policy limiting the number or amount of mortgages
that may be placed on any particular property, but mortgage financing
instruments will usually limit additional indebtedness on specific properties.
OPERATING PRACTICES
Virtually all operating and administrative functions, such as leasing, data
processing, maintenance, finance, accounting, construction, and legal, are
centrally managed at the Company's headquarters. In addition, the Company
maintains regional offices in Georgia, New York, Virginia, Florida, and
Pennsylvania. On-site functions such as security, maintenance, landscaping,
sweeping, plumbing, electrical, and other similar activities are either
performed by the Company or subcontracted. The costs of those functions are
passed through to tenants to the extent permitted by their respective leases.
The Company has computer software systems designed to support its operating,
leasing, and administrative functions and to optimize management's ability to
own, operate and manage additional properties without significant increase in
its general and administrative expenses. The Company's systems allow instant
access to floor plans, store availability, lease data, tenants' sales history,
operating income, cash flows and budgets.
ASSETS
At December 31, 2004, the book value of the Company's assets amounted to $857.8
million, including $790.1 million in income-producing real estate and $20.7
million in real estate mortgage notes receivable. A description of the Company's
principal assets follows:
Properties
Income-Producing Real Estate and Properties Held for Sale - Please refer to Item
2. Properties.
Mortgage Notes Receivable
At December 31, 2004, Kramont's three mortgage notes receivable amounted to
$20.7 million. The mortgage notes receivable are secured by first mortgages on
the recreation facilities at the two Century Village adult condominium
communities in southeast Florida. As of December 31, 2004, none of the mortgage
notes were delinquent.
Two of the three notes provide for self-amortizing equal monthly principal and
interest payments in the aggregate amount of $4.4 million per annum, through
January 2012, and bear interest at annual rates ranging from 13.25% to 13.5%.
The third note provides for self-amortizing equal monthly payments of principal
and interest in the aggregate amount of $418,000 per annum through January 1,
2007 and bears interest at 8.84%. The notes are pledged as collateral for
certain borrowings. The notes that mature in January 2012 are prepayable in
2007. On June 15, 2004, a mortgage note in the amount of $8.2 million due from
H. Irwin Levy, a trustee, was sold to Bank of America for $10.4 million. Please
refer to Item 13. Certain Relationships and Related Transactions regarding
related party transactions with Mr. Levy.
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Self-Storage Warehouse Partnerships
The Company owns 45% - 50% general and limited partnership interests in three
partnerships whose principal assets consist of self-storage warehouses located
in southeast Florida, with an aggregate of approximately 2,800 units and 320,000
square feet, managed by unaffiliated parties. The Company has no financial
obligations with respect to such partnerships except under state law, as general
partners. The Company receives monthly distributions from each of the
partnerships based on cash flows.
6
Drexel
Effective December 31, 1997, the Company acquired a 95% economic interest in
Drexel Realty, Inc. ("Drexel"), which for over 30 years has been engaged in the
development, construction, leasing, and management of real estate. Until the
Merger, Drexel managed the properties owned by Montgomery OP as well as other
properties located in Pennsylvania and New Jersey owned by third parties. As of
December 31, 2004, Drexel managed three properties in Pennsylvania and New
Jersey owned by third parties. At this time, it is not contemplated that Drexel
will seek additional third party management contracts. Currently, the Company
owns 1% of the voting stock and 100% of the non-voting stock. 99% of the voting
stock of Drexel is beneficially owned by Mr. Louis P. Meshon, Sr., a Trustee,
and held in a voting trust. Mr. Meshon currently serves as President of Drexel.
Please refer to Item 13. Certain Relationships and Related Transactions
regarding related party transactions with Mr. Meshon.
Shopping Center Venture
In July 2003, the Company formed a joint venture with Tower Fund ("Tower"), for
the purpose of acquiring real estate assets. Tower is a commingled separate
account available through annuity contracts of Metropolitan Life Insurance
Company (New York, New York) and managed by Blackrock Realty, Inc, (formerly SSR
Realty Advisors). The Company will administer the day-to-day affairs of the
joint venture which is owned 80% by Tower and 20% by the Company. The joint
venture owns four shopping centers comprising 553,000 square feet in Vestal, New
York. The joint venture properties are all 100% occupied and were purchased by
the joint venture for $69.7 million plus transaction costs. The Company's equity
contribution to the joint venture was approximately $6 million including
transaction costs.
The Company accounts for its investments in unconsolidated affiliates using the
equity method except for, effective January 1, 2004, Drexel is reported on a
consolidated basis in accordance with FIN 46(R).
INDUSTRY FACTORS
Ownership of shopping centers involves risks arising from changes in economic
conditions, generally, and in the real estate market specifically, as well as
risks which result from property-specific factors such as the failure or
inability to make needed capital improvements, competition, reductions in
revenue arising from decreased occupancy or reductions in the level of rents
obtainable, and factors which increase the cost of operating, financing and
refinancing properties such as escalating interest rates and wage rates,
increased taxes, fuel costs and other operating expenses and casualties. All of
these kinds of risks can result in reduced net operating revenues available for
distribution. The Company's ability to manage the properties effectively
notwithstanding such risks and economic conditions will affect the funds
available for distribution.
The results of operations of the Company also depend upon the availability of
suitable opportunities for investment and reinvestment of the Company's excess
cash and on the yields available from time to time on real estate investments,
which in turn depend to a large extent on the type of investment involved,
prevailing interest rates, the nature and geographical location of the property,
competition, and other factors, none of which can be predicted with certainty.
MATERIAL TENANTS
The Company relies on major tenants to pay rent, and their inability to pay rent
may substantially reduce the Company's net income and cash available for
distributions to shareholders. The Company's four largest tenants are Ahold USA,
Inc. ("Ahold"), Wal-Mart Stores, Inc. ("Wal-Mart"), TJX Companies, Inc. ("TJX"),
and Kmart Corporation ("Kmart"). As of December 31, 2004, Ahold represented
5.87% of the Company's annualized minimum rents, Wal-Mart represented 5.79% of
the Company's annualized minimum rents, TJX represented 3.15% of the Company's
annualized minimum rents, and Kmart represented 2.23% of the Company's
annualized minimum rents. As of December 31, 2004, no other tenant would have
represented more than 2.0% of the aggregate annualized minimum rents of the
Company's shopping centers.
7
BANKRUPT TENANTS
The Company's business, results of operations and financial condition would be
materially adversely affected if a significant number of tenants at the shopping
centers fail to meet their lease obligations, including the obligation, in
certain cases to pay a portion of increases in the Company's operating expenses.
In the event of a default by a tenant, the Company may experience delays in
enforcing its rights as landlord and may incur substantial costs in protecting
its investment. If a tenant seeks protection under the bankruptcy laws, the
lease may be terminated or rejected in which case the amount of rent the Company
is able to collect will be substantially reduced and in some cases the Company
may not collect any rent. In addition, it is likely the Company would not be
able to recover any unamortized deferred costs related to such tenant.
Accordingly, the bankruptcy or insolvency of one or more major tenants or a
number of other tenants may materially adversely affect our business, results of
operations and financial condition.
COMPETITION
The Company's competitors for acceptable investments include private investors,
insurance companies, pension funds, and other REIT's which may have investment
objectives similar to the Company's and some of which have greater financial
resources than the Company's. All of the shopping centers are located in areas
which have shopping centers and other retail facilities. Generally, there are
other retail properties within a five-mile radius of a shopping center. The
amount of rentable retail space in the vicinity of the Company's shopping
centers could have a material adverse effect on the amount of rent charged by
the Company and on the Company's ability to rent vacant space and/or renew
leases of such shopping centers. There are numerous commercial developers, real
estate companies, and major retailers that compete with the Company in seeking
land for development, properties for acquisition and tenants for properties,
some of which may have greater financial resources than the Company and more
operating or development experience than that of the Company. There are numerous
shopping facilities that compete with the Company's shopping centers in
attracting retailers to lease space. In addition, retailers at the shopping
centers may face increasing competition from the Internet, outlet malls,
discount shopping clubs, catalog companies, direct mail, telemarketing, and home
shopping TV. The Company is not aware of statistics which would allow the
Company to determine its position relative to all of the Company's competitors
in the ownership and operation of shopping centers.
REAL ESTATE AND OTHER CONSIDERATIONS
As an owner and developer of real estate, the Company is subject to risks
arising in connection with such activities and with the underlying real estate,
including unknown deficiencies of and the ability to successfully develop or
manage recently acquired shopping centers, poor economic conditions in those
areas where shopping centers are located, defaults on tenant leases or
non-renewal of leases, tenant bankruptcies, competition, liquidity of real
estate, inability to rent vacant space, failure to generate sufficient income to
meet operating expenses, including debt service, capital expenditures and tenant
improvements, balloon payments on debt, environmental matters, financing
availability, financial and operating restrictions imposed by certain financing
arrangements, defaults under and failure to repay borrowings, fluctuations in
interest rates, changes in real estate and zoning laws, cost overruns, delays,
and other risks of development activities. The success of the Company also
depends upon certain key personnel, its ability to maintain its qualification as
a REIT and trends in the national and local economy, including income tax laws,
governmental regulations and legislation, and population trends.
EMPLOYEES
As of December 31, 2004, the Company had 152 full and part-time employees. None
of the Company's employees are subject to a collective bargaining agreement and
the Company has experienced no labor-related work stoppages. The Company
considers its relations with its personnel to be good.
ENVIRONMENTAL REGULATIONS
Various Federal, state, and local laws and regulations subject property owners
or operators to liability for the costs of removal or remediation of certain
hazardous or toxic substances located on or in the property. These laws often
impose liability without regard to whether the owner or operator responsible for
or even knew of the presence of
8
such substances. The presence of or failure to properly remediate hazardous or
toxic substances (such as toxic mold) may adversely affect our ability to rent,
sell, or borrow against contaminated property. Payment of such costs and
expenses could adversely affect our ability to make distributions or payments to
our investors.
TAX STATUS
The Company expects to continue to qualify as a REIT. A trust which qualifies as
a REIT is required to distribute at least 90% of ordinary taxable income for a
taxable year and can deduct distributions paid to shareholders of beneficial
interest with respect to such taxable year from taxable income.
A REIT is not required to distribute capital gain income but to the extent it
does not, it must pay the applicable capital gain income tax unless it has
ordinary losses to offset such capital gain income. The Company has historically
distributed to the Company's shareholders capital gain income arising from
principal repayments on the Company's mortgage notes receivable which are being
reported on the installment method for tax purposes.
The taxation of the Company and its shareholders could change if relevant
Federal, state or local income tax law provisions change.
INFORMATION ABOUT KRAMONT ON THE INTERNET
The Company's web site address on the Internet is www.kramont.com. By providing
a hyperlink on the Company's Internet web site to a third-party SEC filings web
site, the Company makes available free of charge through its Internet web site
its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to the
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as
soon as reasonably practicable after the Company electronically files such
material with, or furnishes it to, the Securities and Exchange Commission. The
Company does not maintain or provide such information directly to its Internet
web site. The Company makes no representations or warranties with respect to the
information contained on the third-party SEC filings web site and takes no
responsibility for supplementing, updating, or correcting any such information.
The Company also makes available on its web site copies of the charters for the
Audit, Compensation and Nominating & Corporate Governance Committees of its
Board of Trustees, as well as its Code of Ethics for the Chief Executive Officer
and Senior Financial Officers (and any amendments to, or waivers under, such
code), its Corporate Governance Guidelines, its Code of Business Conduct and
Ethics, and its Whistleblower Policy. Each of these documents is available in
print to any shareholder who requests a copy from the Company.
ITEM 2. PROPERTIES
REAL ESTATE - INCOME-PRODUCING
As of December 31, 2004, the Company, directly or indirectly, owned 83
income-producing neighborhood or community shopping centers and 2 office
buildings, located in 16 states comprising 11.2 million square feet. The
properties are diverse in size, ranging from 3,800 square feet to 389,450 square
feet of gross leasable area with an average of 132,000 square feet of gross
leasable area. The shopping centers generally attract local area customers and
are typically anchored by a supermarket, drugstore, or discount stores. The
centers are smaller than regional malls and do not depend on customers who
travel long distances. The tenant base generally concentrates on everyday
purchases from local customers. Anchor tenants attract shoppers who also often
patronize the smaller shops. At December 31, 2004, 88.08% of the gross leasable
area of the Company's income-producing real estate was leased. The Company has
pledged 90.78% of the book value of its income-producing real estate as
collateral for borrowings.
PROPERTIES HELD FOR SALE
As of December 31, 2004, there were no properties held for sale.
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The following table sets forth certain pertinent information, as of December 31,
2004, regarding the Company's properties:
GROSS
YEAR OF LEASABLE LEASE
LATEST SQUARE OCCUPANCY PRINCIPAL TENANTS
YEAR RENOVATION/ OWNERSHIP AREA RATE (LEASE EXPIRATION/
PROPERTY LOCATION ACQUIRED EXPANSION INTEREST (SQ. FT.) 12/31/04 OPTION EXPIRATION)
SHOPPING CENTERS
CONNECTICUT
Burr Corners Manchester 2004 N/A Fee 301,565 95.38 Waldbaums (2010/2040) (1)
Outlet Marketplace
(2009/2014)
Christmas Tree Plaza Orange 2003 N/A Fee 136,016 96.95 Christmas Tree Shops
(2016/2066)
AC Moore (2007/2027)
Groton Square Groton 2000 2003 Fee 194,862 97.07 Stop & Shop (2007/2027)
Kohl's (2022/2042)
Killingly Plaza Killingly 2002 N/A Fee 75,376 98.51 Stop & Shop (2010/2030)
Manchester Plaza Manchester 2000 1998 Fee 183,377 45.65 Pep Boys (2016/2036)
Stop & Shop (2018/2058)
Milford Milford 2000 N/A Leasehold 25,200 100.00 Xpect Discount Drug (2009)
(2020)
Parkway Plaza I & II Hamden 2000 N/A Fee 163,694 15.52
Stratford Square Stratford 2000 N/A Fee 161,539 100.00 Marshalls (2010)
Entertainment Cinema
(2009/2039)
FLORIDA
Century Plaza Deerfield Beach 1982 2002 Fee 90,669 89.85 Broward County Library
(2007/2013)
Village Oaks Pensacola 2000 2003 Fee 171,653 96.08 Wal Mart (2008/2038) (6)
GEORGIA
Bainbridge Town Center Bainbridge 2000 N/A Fee 143,729 97.70 Kmart (2015/2065)
Food Lion (2010/2030)
Douglasville Crossing Douglasville 2000 N/A Fee 267,800 78.18 Wal Mart (2010/2040) (1)
Holcomb Bridge Roswell 2000 N/A Fee 105,420 94.17 Cub Foods (2008/2033) (1) (9)
Northpark Macon 2000 1998 Fee 195,355 100.00 Kroger (2008/2028)
Kmart (2013/2063)
Park Plaza Douglasville 2000 N/A Fee 46,494 86.02 Kroger (10)
Snellville Oaks Snellville 2000 N/A Fee 220,885 98.73 Wal Mart (2011/2041) (1)
Regal Cinema (2015/2025)
Food Lion (2011/2031) (7)
Summerville Summerville 2000 N/A Fee 67,809 19.98
Tifton Corners Tifton 2000 N/A Fee 186,629 89.50 Wal Mart (2011/2041) (1)
Bruno's (2010/2025) (1)
Tower Plaza Carrollton 2000 N/A Fee 89,990 92.89 Bruno's (2007/2027)
Vidalia Vidalia 2000 N/A Fee 93,696 100.00 Wal Mart (2005/2035) (1)
Village at Mableton Mableton 2000 1998 Fee 239,474 92.45 Kmart (2014/2064)
Cub Foods (2009/2029)(1)(9)
Dollar Tree (2009/2024)
KENTUCKY
Harrodsburg
Marketplace Harrodsburg 2000 N/A Fee 60,048 100.00 Kroger (2007/2027)
MASSACHUSETTS
Perkins Farm
Marketplace Worcester 2004 N/A Fee 203,304 98.63 A.J. Wright (2008/2018)
Stop & Shop (2017/2072)
MARYLAND
Campus Village College Park 2000 N/A Fee 25,529 100.00
Fox Run Prince Frederick 2000 1997 Fee 293,423 98.91 Kmart (2016/2066)
Giant Foods (2021/2051)
Peebles (2012/2032)
10
MICHIGAN
Musicland Livonia 2000 N/A Fee 80,000 100.00 Media Play (2007/2027)
NEW JERSEY
Collegetown Glassboro 2000 1995 Fee 251,015 97.81 Kmart (2006/2016)
Acme (2009/2049)
Pep Boys (2015/2035)
Staples (2014/2034)
Lakewood Plaza Lakewood 1999 N/A Fee 203,699 99.34 Shop Rite (2010/2030)
Marlton Shopping
Center-Phase I Evesham 1998 2001 Fee 157,228 100.00 T.J. Maxx (2011/2026)
DSW (2011/2031)
Marlton Shopping
Center-Phase II Evesham 1998 2001 Fee 154,066 98.71 Burlington Coat Factory
(2007/2032)
Home Goods (2006/2021)
Ocean Heights Somers Point 2004 N/A Fee 104,963 100.00 Shop Rite (2034/2054)
Staples (2020/2035)
Rio Grande Plaza Rio Grande 1997 1997 Fee 138,747 93.83 JC Penney (2012/2042)
Peebles (2012/2032)
Sears (2006/2026)
Springfield Shoprite Springfield 2003 N/A Fee 32,209 100.00 Shoprite (2023/2053)
Suburban Plaza Hamilton 2000 1999 Fee 244,718 18.57
NEW YORK
A & P Mamaroneck Mamaroneck 2000 N/A Fee 24,978 100.00 Great Atlantic & Pacific
(2006/2016)
The Mall at Cross
County Yonkers 2000 2000 Fee 263,568 90.86 National Wholesale
Liquidators (2012/2032)
TJ Maxx (2010/2015)
Home Goods (2010/2025)
The Sports Authority
(2010/2025) Circuit City
(2018/2038)
Campus Plaza Vestal 2003 N/A Fee 160,646 91.30 Olum's of Binghamton
(2016/2026)
Staples (2013/2028)
Highridge Yonkers 2000 N/A Fee 88,501 94.07 Pathmark (2013/2028)
North Ridge New Rochelle 2000 N/A Fee 42,131 94.06 Harmon Cosmetics (2007/2017)
NRHMC (2011/2016)
Port Washington Port Washington 2000 N/A Leasehold 19,600 100.00 North Shore Farms (2008/2028)
(2067)
Village Square Larchmont 2000 N/A Fee 17,028 100.00 Trader Joe's (2009/2024)
NORTH CAROLINA
Cary Plaza Cary 2000 N/A Fee 60,702 74.79 Food Lion (2010/2030) (5)
Magnolia Plaza Morganton 2000 N/A Fee 104,539 75.14 Ingles Supermarket(2007/2062)
OHIO
Pickaway Crossing Circleville 2000 N/A Fee 127,130 100.00 Wal Mart (2009/2039)
PENNSYLVANIA
550 W. Germantown Pike Plymouth Meeting 2002 2004 Fee 3,800 100.00 Commerce Bank (2024/2044)
555 Scott Street Wilkes-Barre 1997 N/A Fee 8,400 100.00 Pet Supplies Plus (2010)
69th Street Plaza Upper Darby 2000 1994 Fee 42,500 100.00 National Wholesale
Liquidators (2014/2028)
Barn Plaza Doylestown 2000 2002 Fee 237,688 99.02 Marshalls (2009/2024)
Regal Cinemas, Inc.
(2018/2027)
Kohl's (2024/2054)
Bensalem Square Bensalem 2000 1983 Fee 72,148 100.00 Pathmark (2009/2039)
Bethlehem Square Bethlehem 2000 1994 Fee 389,450 100.00 TJ Maxx (2006/2021)
Home Depot (2010/2040)
Giant Food Store (2010/2030)
Wal-Mart (2007/2027)
Bradford Mall Bradford 2000 N/A Fee 205,593 36.18 Consolidated Stores
(2007/2017)
Peebles (2019/2029)
Bristol Commerce Bristol 2000 2003 Fee 278,771 92.84 Superfresh (2008/2038)
Wal-Mart (2013/2063)
Chesterbrook Village Wayne 1997 1995 Fee 122,316 92.45 Genuardi Markets (2010/2025)
Collegeville Collegeville 1998 1994 Fee 110,696 100.00 Acme (2008/2038)
Annie Sez (2007/2017)
Chalfont Village New Britain 1999 N/A Fee 46,051 96.31 Better Bodies of Chalfont
(2005/2013)
Cherry Square Northampton 1999 N/A Fee 75,005 98.60 Redners Supermarket
(2016/2036)
County Line Plaza Souderton 1997 1998 Fee 175,079 99.43 Woolco, Inc. (2007/2017)
(1)(2)
11
Clemens Markets (2007/2027)
Danville Plaza Danville 1997 1987 Fee 24,052 96.41 CVS Pharmacy (2007/2027)
Dickson City Dickson City 1997 1990 Fee 47,224 69.51 Office Max (2007/2017)
Franklin Center Chambersburg 2000 N/A Fee 174,892 69.80 Food Lion (2010/2030)
Lowe's (2010/2019) (1)
Gilbertsville Gilbertsville 1998 N/A Fee 85,748 96.15 Weis Markets (2009/2019)
Kline Plaza Harrisburg 2004 N/A Fee 220,376 97.34 Giant (2020/2050)
A.J. Wright (2012/2027)
MacArthur Road Whitehall 2000 N/A Fee 50,856 89.53 Frank's Nursery
(2012/2032) (1)
New Holland Plaza New Holland 1998 N/A Fee 65,878 99.26 Amelia's Market (2010/2020)
Mount Carmel Plaza Glenside 1997 N/A Fee 14,504 94.14 Dollarland (2007/2017)
North Penn Marketplace Upper Gwynedd 1998 N/A Fee 57,898 100.00 Weis Markets (10)
Eckerd Drugs (2008/2018)
Park Hills Plaza Altoona 2000 1996 Fee 279,856 99.30 Weis Market (2022/2037)
Dunham's Sporting Goods
(2010/2015)
Toys R Us (2015/2035)
Staples (2010/2025)
Superpetz (2005/2015)
Pilgrim Gardens Drexel Hill 2000 N/A Fee 82,532 90.05 Loehmann's (2008/2013) (9)
Street Road Bensalem 2000 1995 Fee 67,056 62.72 Subzi Mandi Cash and Carry
(2011/2016)
The Shoppes at Valley
Forge Phoenixville 2000 2002 Fee 177,928 100.00 French Creek Outfitters
(2010/2020)
Staples (2011/2026)
Redners Supermarket
(2023/2030)
Valley Fair Tredyffrin 2000 2001 Fee 110,300 100.00 Oskar Huber Furniture
(2011/2026)
Chuck E. Cheese (2010/2025)
Village at Newtown Newtown 1998 N/A Fee 177,862 90.62 Genuardi Markets (2008/2028)
Pier One (8)
Village West Allentown 2001 N/A Fee 133,611 100.00 Giant Supermarket(2019/2039)
CVS (2019/2029)
Whitehall Square Whitehall 2000 2004 Fee 298,023 87.77 Ross Dress For Less
(2007/2027)
Raymour and Flannigan
Furniture (2007/2017)
The Sports Authority
(2006/2036)
Office Depot (2007/2027)
Whitemarsh Conshohocken 1997 2002 Fee 67,476 100.00 Clemens Markets (2022/2031)
Woodbourne Square Langhorne 1997 N/A Fee 29,846 100.00
RHODE ISLAND
Wampanoag Plaza East Providence 2000 N/A Fee 242,162 74.98 Shaw's Drugstores (2006/2016)
Marshalls (2006)
Savers/TVI, Inc. (2010/2025)
SOUTH CAROLINA
East Main Centre Spartanburg 2000 2000 Fee 56,792 52.14 Tractor Supply (2015/2030)
Park Centre Columbia 2000 2000 Fee 226,705 100.00 Wal Mart (2009/2039) (3)
Piggly Wiggly (2012/2027) (1)
Steinmart (2010/2030)
TENNESSEE
Meeting Square Jefferson City 2000 N/A Fee 92,968 100.00 Wal Mart (2009/2039) (1)
Food Lion (2009/2039)
VIRGINIA
Culpeper Town Mall Culpeper 2000 1999 Fee 137,563 89.87 Tractor Supply (2012/2022)
Food Lion (2019/2029)
Marumsco-Jefferson
Plaza Woodbridge 2000 N/A Fee 319,521 65.77 Giant Food Store (2009/2024)
Peebles (2007/2010)
Consolidated Stores, Inc.
(2007/2017)
Statler Crossing Staunton 2000 N/A Fee 166,944 95.93 Wal Mart (2009/2039) (4)
Rack `N Sack (2013/2028) (1)
OFFICE BUILDINGS
NEW JERSEY
Springfield Office
Building Springfield 2003 N/A Fee 14,304 100.00 Village Super Market, Inc.
(2025/2055)
PENNSYLVANIA
Plymouth Plaza Plymouth Meeting 1997 1994 Fee 30,027 100.00 Kramont Realty Trust (2005)
------ ------
12
Total income-producing
properties 11,239,405 88.08
========== =====
Footnotes: (1) Includes space for which rent is being paid but is not
presently occupied.
(2) Lease is with Woolco, Inc. Sublease is with Kimsworth, Inc.
(3) Lease is with Wal-Mart Stores, Inc. Sublease is with Resource
Bancshares Mortgage Group.
(4) Lease is with Wal-Mart Stores, Inc. Sublease is with Fisher
Auto Parts, Inc.
(5) Lease is with Food Lion, Inc. Sublease is with Damaged
Freight.
(6) Lease is with Wal-Mart Stores, Inc. Sublease is with Bealls,
Inc.
(7) Lease is with Food Lion. Sublease is with Carriage House
Furniture.
(8) Rent will commence in 2005 and is not included in occupancy
rates as of December 31, 2004.
(9) Operating in bankruptcy.
(10) Tenant occupies space not owned by the Company and is not
included in the gross leasable area of the shopping center.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently involved in any material litigation nor, to its
knowledge, is any material litigation threatened against the Company or its
properties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter
of 2004.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The common shares of beneficial interest (the "Common Shares") are listed for
trading on the New York Stock Exchange under the symbol "KRT". The following
table sets forth the high and low sales prices per Common Share and the
distributions per Common Share which were declared by Kramont for each quarter
during the past two years.
Kramont
Market Price
High Low Distributions Declared
---- --- ----------------------
2004
----
First Quarter $ 20.00 $ 17.87 $ .325
Second Quarter 19.13 14.40 .325
Third Quarter 19.19 15.21 .325
Fourth Quarter 23.65 17.85 .325
--------
$ 1.30
========
13
2003
First Quarter $ 15.87 $ 14.25 $ .325
Second Quarter 17.20 14.95 .325
Third Quarter 17.82 16.40 .325
Fourth Quarter 18.80 16.76 .325
--------
$ 1.30
========
The Company has paid regular quarterly cash distributions on its common stock
and common shares of beneficial interest since it commenced operations. Future
distributions paid by the Company will be at the discretion of the Board of
Trustees and will depend on the actual cash flow of the Company, its financial
condition, capital requirements, the annual distribution requirements under the
REIT provisions of the Code and such other factors as the Board of Trustees deem
relevant.
As of March 11, 2005, there were 24,443,723 Common Shares outstanding, and the
approximate number of holders of record of the Common Shares was 1,881. The
Company owns 24,443,723 Common OP Units in Kramont OP representing the sole
general partnership interest and 93.7% of the limited partnership interests in
Kramont OP. The Company indirectly owns 9,416,754 units of limited partnership
(also called "OP Units") in Montgomery OP representing a 99.87% partnership
interest in Montgomery OP and owned 100% of its sole general partner. The
holders of substantially all of the remaining OP Units have the right to require
Kramont OP or Montgomery OP, as the case may be, to redeem their OP Units.
However, upon a holder giving notice of the exercise of this right, the Company
has the right to acquire such holder's OP Units in exchange for cash or, if
certain conditions are satisfied, an equal number of Kramont Common Shares.
The Company did not repurchase any of its securities during any month within the
quarter ended December 31, 2004. No equity securities of the Company were sold
during 2004 that were not registered under the Securities Act of 1933.
Securities Authorized For Issuance Under Equity Compensation Plans
The following table provides certain information regarding the securities
authorized for issuance under the Company's equity compensation plans, as of
December 31, 2004.
Number of Securities
Number of Securities to Weighted-Average Remaining Available for
be Issued Upon Exercise Exercise Price of Future Issuance Under
of Outstanding Options, Outstanding Options, Equity Compensation
Warrants and Rights Warrants and Rights Plans (3)
Plan Category (a) (b) (c)
------------------------------------- ----------------------- -------------------- -----------------------
Equity compensation plans approved by
shareholders (1) 273,845 $ 14.56 1,863,287
Equity compensation plans not
approved by shareholders (2) - - -
- - -
------- -------------- ---------
Total 273,845 $ 14.56 1,863,287
======= ============== =========
(1) The equity compensation plans which were approved by the Company's
shareholders are the 1995 Incentive Plan, the Kramont Realty Trust
Executive Stock Option Plan, the Kramont Realty Trust 1997 Stock Option
Plan, the Kramont Realty Trust Non-Employee Director 1998 Stock Option
Plan, and the Kramont Realty Trust 2000 Incentive Plan.
(2) There are no equity compensation plans which were not approved by the
Company's shareholders.
(3) Excludes securities reflected in column (a).
14
ITEM 6. SELECTED FINANCIAL DATA
The financial information included in the following table has been selected by
the Company and has been derived from the consolidated financial statements for
the periods indicated.
Under generally accepted accounting principals, the Merger was accounted for as
a purchase by CV Reit of Kranzco. Therefore, all of the financial information
prior to June 16, 2000, is for CV Reit. All of the financial information
included in the following table for periods on and after June 16, 2000 relates
to the Company as a combined entity.
Years Ended December 31,
(dollars in millions, except share data)
2004 2003 2002 2001 2000 (a)
----------- ----------- ------------ ------------ ------------
Revenues from rental properties $ 118.3 $ 108.5 $ 102.4 $ 99.6 $ 66.5
=========== =========== ============ ============ ============
Interest income $ 3.5 $ 4.3 $ 4.8 $ 5.2 $ 8.1
=========== =========== ============ ============ ============
Income from continuing
operations $ 25.9 $ 18.3 $ 17.0 $ 17.2 $ 17.0
=========== =========== ============ ============ ============
Income from discontinued
operations $ - $ 5.0 $ 1.0 $ 8.6 $ .6
=========== =========== ============ ============ ============
Income before preferred
Distribution $ 25.9 $ 23.3 $ 18.0 $ 25.8 $ 17.6
=========== =========== ============ ============ ============
Income (loss) to common
Shareholders (c) $ (.6) $ 16.5 $ 11.0 $ 18.3 $ 13.4
=========== =========== ============ ============ ============
Funds From Operations $ 19.7 $ 32.5 $ 27.0 $ 28.5 $ 22.7
(FFO) (b) (c) =========== =========== ============ ============ ============
Per common share:
Income (loss) from continuing
operations, basic $ (.03) $ .48 $ .49 $ .52 $ .95
=========== =========== ============ ============ ============
Income (loss) from continuing
operations, diluted $ (.03) $ .48 $ .49 $ .52 $ .95
=========== =========== ============ ============ ============
Income (loss) to common
shareholders, basic $ (.03) $ .70 $ .54 $ .97 $ .97
=========== =========== ============ ============ ============
Income (loss) to common
shareholders, diluted $ (.03) $ .69 $ .54 $ .97 $ .97
=========== =========== ============ ============ ============
Dividends declared $ 1.30 $ 1.30 $ 1.30 $ 1.30 $ 1.27
=========== =========== ============ ============ ============
Weighted average common
shares outstanding, basic 24,123,245 23,757,692 20,380,949 18,803,535 13,857,409
=========== =========== ============ ============ ============
Weighted average common shares
outstanding, diluted 24,123,245 23,811,799 20,401,095 18,815,657 13,858,427
=========== =========== ============ ============ ============
At Year End:
Total assets $ 857.8 $ 810.7 $ 779.3 $ 769.2 $ 764.0
=========== =========== ============ ============ ============
Borrowings $ 541.1 $ 451.1 $ 480.5 $ 510.2 $ 500.3
=========== =========== ============ ============ ============
Beneficiaries equity:
15
Total $ 271.0 $ 313.8 $ 253.9 $ 219.0 $ 225.2
=========== =========== ============ ============ ============
Net cash provided by operating
activities $ 47.8 $ 38.2 $ 38.3 $ 30.6 $ 21.2
=========== =========== ============ ============ ============
Net cash provided by (used in)
investing activities $ (51.2) $ (17.2) $ (14.1) $ 5.7 $ 22.9
=========== =========== ============ ============ ============
Net cash provided by (used in)
financing activities $ 3.1 $ (29.2) $ (16.9) $ (37.5) $ (37.2)
=========== =========== ============ ============ ============
(a) On June 16, 2000, Kramont acquired its assets through the merger of CV
Reit and Kranzco into Kramont. See Item 7. Management's Discussion and
Analysis of Results of Operation and Financial Condition and Note 1 to the
consolidated financial statements in Item 8. Financial Statements and
Supplementary Data.
(b) Funds From Operations ("FFO"), as defined by the National Association of
Real Estate Investment Trusts (NAREIT), consists of net income (computed
in accordance with generally accepted accounting principles) before
depreciation and amortization of real property, extraordinary items and
gains and losses on sales of real estate. Please refer to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the calculation of FFO.
(c) On January 30, 2004, the Company redeemed all of its outstanding 9.5%
Series D Cumulative Redeemable Preferred Shares of beneficial interest for
$25.00 per share plus accrued and unpaid distributions though January 30,
2004 of $0.066 per share. The total outstanding shares redeemed were
1,653,200 with a par value of $.01 per share. At that time, the Company
retired all 1,800,000 shares of Series D preferred shares originally
issued. In connection with the redemption of the Series D preferred
shares, the Company's first quarter 2004 results reflect a non-recurring
reduction in income to common shareholders of beneficial interest of
approximately $17.7 million. This reduction was recorded in accordance
with the July 31, 2003 Securities and Exchange Commission interpretation
of FASB-EITF Abstract Topic No. D-42, "The Effect on the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock" ("Topic D-42"). Under Topic D-42, the difference between the
carrying amount of the shares and the redemption price must be recorded as
a reduction in income to common shareholders of beneficial interest and,
therefore, impacts net income per share for the period in which the
redemption is made.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto in Item 8. Financial
Statements and Supplementary Data (collectively, the "financial statements").
Proposed Merger
On December 19, 2004, the Company entered into an Agreement and Plan of Merger
providing for the merger of the Company into an affiliate of Melbourne,
Australia-based Centro Properties Limited (ASX:CNP), and for the merger of other
affiliates of Centro into Kramont Operating Partnership, L.P. and Montgomery CV
Realty L.P. On January 27, 2005, the parties amended the Agreement and Plan of
Merger. A special meeting of our shareholders will be held April 14, 2005 to
consider and vote on the proposed merger. If approved, the companies anticipate
completing the merger as soon as practicable.
RESULTS OF OPERATIONS
16
NET INCOME
2004 Compared to 2003
For the year ended December 31, 2004, loss to holders of Common Shares was
$605,000 or $.03 per weighted average common share, basic and diluted compared
to $16.5 million or $.70 per weighted average common share, basic, and $.69 per
weighted average common share, diluted, for the year ended December 31, 2003. On
January 30, 2004, the Company redeemed all of its outstanding 9.5% Series D
Cumulative Redeemable Preferred Shares of beneficial interest for $25.00 per
share plus accrued and unpaid distributions though January 30, 2004 of $0.066
per share. The total outstanding shares redeemed were 1,653,200 with a par value
of $.01 per share. At that time, the Company retired all 1,800,000 shares of
Series D preferred shares originally issued. In connection with the redemption
of the Series D preferred shares, the Company's first quarter 2004 results
reflect a non-recurring reduction in income to common shareholders of beneficial
interest of approximately $17.7 million. This reduction was recorded in
accordance with the July 31, 2003 Securities and Exchange Commission
interpretation of FASB-EITF Abstract Topic No. D-42, "The Effect on the
Calculation of Earnings per Share for the Redemption or Induced Conversion of
Preferred Stock" ("Topic D-42"). Under Topic D-42, the difference between the
carrying amount of the shares and the redemption price must be recorded as a
reduction in income to common shareholders of beneficial interest and,
therefore, impacts net income per share for the period in which the redemption
is made.
For the year ended December 31, 2004, rent and other revenue and operating
expenses increased by $9.7 million and $1.9 million, respectively (a net rental
income increase of $7.8 million). The rent revenue increase is primarily due to
increased rentals in the existing portfolio in the amount of $1.3 million and
$7.7 million in rents from the acquisition of eight income-producing properties,
three on April 3, 2003, one on July 24, 2003, one on July 25, 2003, one on
February 17, 2004, one on August 6, 2004 and one on August 17, 2004, offset by
the loss of rent from tenant bankruptcies in the amount of $1.4 million. In
addition, the Company received $2.1 million in termination fees from two major
tenants. Operating expenses increased during the twelve months ended December
31, 2004, primarily due to an increase in real estate tax expense in the amount
of $775,000, an increase in general maintenance expense in the amount of
$306,000, an increase in professional fees in the amount of $80,000, an increase
in utility expense in the amount of $44,000, and additional operating expense of
$2.2 million as a result of the purchase of the eight income-producing
properties, offset by a decrease in snow removal expense in the amount of $1.4
million and a decrease in insurance expense in the amount of $162,000.
Depreciation and amortization increased by $2.1 million, primarily due to
additional expense of $835,000 as a result of capital expenditures in the
current year and a full year of depreciation on 2003 capital expenditures, and
the additional expense of $1.2 million as a result of the acquisition of eight
income-producing properties.
General and administrative expenses increased by $1.8 million, principally due
to higher payroll related expenses in the amount of $485,000 as a result of
additional personnel, increased salaries, and higher performance related
bonuses. In addition, the Company incurred an increase in accounting expenses of
$266,000 as a result of costs associated with outsourcing the project to
evaluate and test the Company's internal controls in compliance with Section 404
of the Sarbanes-Oxley Act of 2002, as well as the additional independent auditor
fees to audit internal controls also required by the Sarbanes-Oxley Act of 2002,
an increase in trustee fees in the amount of $180,000, an increase in computer
related expenses in the amount of $49,000, an increase in discontinued project
costs in the amount of $131,000, and an additional expense in the amount of
$678,000 due to the consolidation of Drexel in accordance with FASB
Interpretation No. 46.
Management and leasing fee income increased by $547,000 during 2004 due to
income of $447,000 as a result of the consolidation of Drexel in accordance with
FASB Interpretation No. 46, and an additional $100,000 as a result of the
Company entering into an exclusive management and leasing agreement in
conjunction with the Company's investment in a joint venture in Vestal, New York
in July 2003.
Interest income and interest income from related parties decreased by $871,000
during 2004, due to a decrease of interest income from related parties in the
amount of $657,000 as a result of the sale of the Boca Note on June 15, 2004,
and a decrease of interest income in the amount of $228,000 as a result of
scheduled repayments of mortgage notes receivable (see Note 5 to our
consolidated financial statements) which are long term and require
self-amortizing payments primarily through 2012.
17
Other income of $2.6 million in 2004 was due to a premium received in the amount
of $2.2 million upon the sale of the Boca Note. The Boca Note, which had an
outstanding balance of $8.2 million, was sold to Bank of America for $10.4
million on June 15, 2004. In addition other income also increased by $450,000 in
2004 due to the redemption by the issuer of stock owned by the Company (the
"Stock Sale"). The book value of the investment was $50,000. The issuer paid the
Company $250,000 in cash, with the balance due in equal installments on July 1,
2005 and July 1, 2006.
Interest expense decreased by $824,000 during 2004 due to a decrease in interest
expense in the amount of $3.8 million as a result of a decrease in rates on the
Company's variable and fixed rate debt, offset by a penalty incurred due to the
early prepayment of the Collateralized Mortgage Obligation in the amount of $1.1
million, an increase in interest expense in the amount of $1.1 million as a
result of the debt assumed for the purchase of three of the eight
income-producing properties, additional interest expense in the amount of
$662,000 due to higher debt balances, and an increase in amortization of
deferred finance costs in the amount of $105,000.
Equity in income of unconsolidated affiliates increased by $367,000 primarily
due the Company's 20% investment in a joint venture located in Vestal, NY in
July 2003.
Loss on sale of properties of $737,000 in 2004 increased over 2003 due to the
sale of a portion of the Company's shopping center in Spartanburg, South
Carolina, that is not considered to be a component of an entity because the cash
flows are not clearly distinguished. Therefore the income and loss on sale are
included in income from continuing operations.
Income from discontinued operations was $17,000 for 2004 compared to $5 million
for 2003. The 2004 amount consisted of a loss from the sale of real estate in
the amount of $4,000 and income from the operations of a property sold in the
amount of $22,000. The 2003 amount consisted of a gain from the sale of real
estate in the amount of $4.3 million and income from the operations of
properties sold and properties held for sale of $1.1 million.
Preferred share distributions increased by $2.1 million as a result of the
issuance of 2.4 million shares of Series E preferred shares on December 30, 2003
and 400,000 shares of Series E preferred shares on February 27, 2004, offset by
the redemption of Series D preferred shares on January 30, 2004.
2003 Compared to 2002
For the year ended December 31, 2003, net income to holders of Common Shares was
$16.5 million or $.69 per diluted weighted average common share compared to $11
million or $.54 per diluted weighted average common share for the year ended
December 31, 2002. The discussion below highlights the major components which
caused the increase in net income.
For the year ended December 31, 2003, rent and other revenue and operating
expenses increased by $6.1 million and $4.4 million, respectively (a net rental
income increase of $ 1.7 million). The rent revenue increase is primarily due to
increased rentals in the existing portfolio in the amount of $4 million and $3.1
million in rents from the acquisition of six income-producing properties, one on
April 26, 2002, three on April 3, 2003, one on July 24, 2003 and one on July 25,
2003, offset by the loss of rent from tenant bankruptcies in the amount of $1
million. Operating expenses increased during the twelve months ended December
31, 2003, primarily due to an increase in snow removal costs in 2003 in the
amount of $2.3 million, an increase in general maintenance expense in the amount
of $360,000, an increase in insurance expense in the amount of $480,000, an
increase in utility expense in the amount of $420,000, an increase in real
estate taxes in the amount of $300,000, and additional operating expense of
$560,000 as a result of the purchase of the six income-producing properties.
Management fees increased by $72,000 in 2003 as a result of the Company entering
into an exclusive management and leasing agreement (through its wholly owned
management company) with the Tower joint venture on July 25, 2003.
Interest income decreased by $425,000 during 2003, $270,000 of which is
attributable to a reduction on the balance of the Company's mortgage notes
receivable due to scheduled repayments of principal and a decrease in interest
18
income on the Company's cash deposits in the amount of $155,000 due to lower
interest rates. The Company's mortgage notes receivables are long term and
require self-amortizing payments through 2012.
Interest expense decreased by $3 million during 2003, primarily as a result of a
decrease in interest paid on the Company's variable rate debt of $1.1 million, a
decrease in interest expense in the amount of $1.8 million as a result of the
refinancing of the Company's $181.7 million fixed rate real estate mortgage loan
that matured on June 20, 2003, and a decrease of $600,000 due to lower debt
balances, offset by an increase in interest expense of $500,000 due to the
assumption of debt in the acquisition of two income-producing properties on July
24, 2003 and July 25, 2003.
Depreciation and amortization increased by $1.8 million, primarily due to
additional expense of $1.3 million as a result of capital expenditures in the
current year and a full year of depreciation on 2002 capital expenditures, and
the additional expense of $525,000 as a result of the acquisition of six
income-producing properties.
General and administrative expenses increased by $1.4 million, principally due
to higher payroll related expenses in the amount of $950,000 as a result of
additional personnel, increased salaries, higher performance related bonuses,
and higher expense for the amortization of restricted share compensation. In
addition, the Company incurred increased expenses of $300,000 due to the
implementation of a corporate marketing program, an increase in information
technology expense of $90,000, and an increase in legal fees in the amount of
$90,000.
Income from discontinued operations was $5 million for 2003 compared to $1
million for 2002. The 2003 amount consisted of a gain from the sale of real
estate in the amount of $4.3 million and income from the operations of
properties sold and properties held for sale of $1.1 million. The 2003 amount
includes the income from properties sold in 2003 as well as properties held for
sale. The 2002 amount consisted of a loss from the sale of real estate in the
amount of $45,000 and income from the operations of properties sold and
properties held for sale of $1.1 million. The 2002 amount includes the income
from properties sold in 2002 and 2003, as well as the properties held for sale.
Preferred share distributions decreased by $272,000 due to the Company's
purchase of all 11,155 outstanding Series A-1 Increasing Rate Cumulative
Convertible Preferred Shares on May 15, 2002.
FUNDS FROM OPERATIONS
The following schedule reconciles FFO to net income for the years presented (in
thousands):
2004 2003 2002
------------- ------------ -----------
Income (loss) to common shareholders (1) $ (605) $ 16,538 $ 10,951
Depreciation and amortization of real property
(including unconsolidated affiliates) (2) (3) 19,609 17,794 16,036
(Gain) loss on sale of real estate (4) 693 (1,879) 42
------------ ----------- -----------
FFO available to common shareholders $ 19,697 $ 32,453 $ 27,029
============ =========== ===========
(1) Includes a reduction in income to common shareholders of beneficial
interest of approximately $16.6 million, net of minority interest, in
connection with the redemption of the Company's 9.5% Series D Cumulative
Redeemable Preferred Shares of beneficial interest in accordance with
Topic D-42.
(2) Net of minority interests of $1,351, $1,255, and $1,313, respectively.
(3) Depreciation related to unconsolidated affiliates of $473, $338, and $192,
respectively.
(4) Net of amounts attributable to minority interests of $48, ($132) and $3,
respectively.
The Company presents Funds from Operations (FFO), a non-GAAP financial measure,
because it considers it an important supplemental measure of our operating
performance and believes it is frequently used by securities analysts, investors
and other interested parties in the evaluation of Real Estate Investment Trusts
(REITs), many of which present FFO when reporting their results. FFO, as defined
by the National Association of Real Estate Investment Trusts (NAREIT), an
industry trade group, consists of net income available to common shareholders
(computed in accordance with generally accepted accounting principles in the
United States, or GAAP) before
19
depreciation and amortization of real estate assets, extraordinary items and
gains and losses on sales of income producing real estate assets. FFO excludes
GAAP depreciation and amortization of real estate assets, which reduces the book
value of real estate assets ratably over time. Historically, however, real
estate values have increased or decreased with market conditions. Because FFO
excludes depreciation and amortization of real estate assets, gains and losses
from property dispositions and extraordinary items, it provides a performance
measure that, when compared year over year, reflects the impact to operations
from trends in occupancy rates, rental rates, operating costs, acquisition and
development activities and interest costs, providing a perspective not
immediately apparent from net income. The Company uses FFO to provide this
additional information and perspective. 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. Recognizing these limitations in the use of FFO as a financial
measure, the Company considers FFO as only one in a group of measures, which,
together, provide information about the Company's operations. 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
Unrestricted cash and cash equivalents were $8 million, $8.3 million, and $16.5
million at December 31, 2004, 2003, and 2002, respectively.
Net cash provided by operating activities, as reported in the consolidated
statements of cash flows increased to $47.8 million in 2004 from $38.2 million
in 2003 and increased from $38.3 million in 2002. The increase in cash flows
from operating activities from 2003 to 2004 was primarily due to an increase in
operating income as a result of the acquisition of eight income producing
properties during 2003 and 2004. In addition, the Company experienced a decrease
in accounts receivable and other assets of $3.2 million in 2004 compared to an
increase of $240,000 in 2003, and a decrease in accounts payable and other
liabilities of $154,000 in 2004 compared to a decrease of $544,000 in 2003.
Net cash used in investing activities amounted to $51.2 million in 2004, which
increased from net cash used in investing activities of $17.2 million in 2003,
and net cash used in investing activities of $14.1 million in 2002. The 2004
amounts reflect $53.2 million used in the acquisitions of three shopping centers
in Worcester, Massachusetts, Harrisburg, Pennsylvania and Manchester,
Connecticut. The 2004 amounts also reflect $22 million used for capital
improvements and redevelopments offset by $2.1 million of collections on
mortgage notes receivable, $10.4 in proceeds from the sale of one of the
mortgage notes, distributions from the Company's unconsolidated affiliates in
the amount of $1.5 million and $9.1 million of proceeds from the sales of a
shopping center in Capitol Heights, Maryland and the sale of a portion of a
shopping center in Spartanburg, South Carolina. The 2003 amounts reflect $14.1
million used in the acquisitions of a shopping center and an office building in
Springfield, New Jersey, a shopping center and sixteen acres of land in Somers
Point, New Jersey, a shopping center in Orange, Connecticut, and a shopping
center in Vestal, New York. The 2003 amounts also reflect $18.3 million used for
capital improvements and $6 million used in the investment in the Tower joint
venture offset by $2.3 million of collections on mortgage notes receivable and
$17.4 million of proceeds from the sales of an out-parcel in Bensalem,
Pennsylvania, twenty-eight acres of unimproved land in Miramar, Florida, nine
acres of unimproved land in Dania, Florida, an office building in West Palm
Beach, Florida, a shopping center in Phillipsburg, New Jersey, a leasehold
interest in a free-standing building in Orange, Connecticut, and a free standing
building in Woodbridge, Virginia. The 2002 amounts reflect $9.8 million used for
the acquisition of a shopping center in Killingly, Connecticut and a
free-standing building in Plymouth Meeting, Pennsylvania, and $9.7 million used
for capital improvements, offset by $2 million of collections on mortgage notes
receivable and $2.6 million of proceeds from the sale of a free-standing
building in Frederick, Maryland and a shopping center in Columbus, Mississippi.
Net cash provided by financing activities amounted to $3.1 million in 2004,
compared to net cash used in financing activities of $29.2 million in 2003, and
$16.9 million in 2002. The 2004 amounts consist of $77 million of net proceeds
of borrowings, $10 million of proceeds from the issuance of new preferred shares
of beneficial interest, and $1.5 million of proceeds from share options
exercised, partially offset by $41.3 for the repurchase of preferred
20
shares of beneficial interest, cash distributions of $39.8 million to
shareholders, cash distributions of $2.2 million to minority interests, and $2.1
million of deferred finance costs. The 2003 amounts consist of cash
distributions of $37.5 million to shareholders, cash distributions of $2.2
million to minority interests, $50.4 million of net repayment of borrowings, and
$2.9 million of deferred finance costs, partially offset by $62.4 million of
proceeds from the issuance of new common and preferred shares of beneficial
interest under its Shelf Registration and $1.3 million of proceeds from the
issuance of common shares of beneficial interest as a result of the exercising
of options. The 2002 amounts consist of cash distributions of $33.4 million to
shareholders, cash distributions of $2.1 million to minority interests, $29.7
million of net repayment of borrowings, $6.1 million used for the purchase of
11,155 shares of Preferred Series A-1 shares of beneficial interest, and $3
million of deferred finance costs, partially offset by $56.7 million of proceeds
from the issuance of new common shares of beneficial interest under its Shelf
Registration and $635,000 of proceeds from the issuance of common shares of
beneficial interest as a result of the exercising of options.
Off-Balance Sheet Financing Arrangements
The Company does not have any special purpose entities and does not engage in
off-balance sheet financing arrangements.
Contractual Obligations and Commitments
At December 31, 2004, the Company's contractual obligations and commitments are
as follows:
Payments Due by Period
(in millions)
Total Less than 1 year 1-3 years 3-5 years More than 5 years
Long-Term Debt Obligations $ 541.1 $ 13.8 $ 127.0 $ 108.3 $ 292.0
Interest on Long-Term Debt
Obligations $ 195.5 $ 31.7 $ 59.7 $ 42.0 $ 62.1
Borrowings
At December 31, 2004, the Company's ability to borrow under lines of credit is
as follows:
Commitment expiration per period
(in millions)
Total amounts available 1 year 2 to 3 years
----------------------- ------- ------------
$ 115.4 $ 3.5 $ 111.9
Borrowings consist of $456.7 million of fixed rate indebtedness, with a weighted
average interest rate of 6.36% at December 31, 2004, and $84.4 million of
variable rate indebtedness with a weighted average interest rate of 3.72% at
December 31, 2004. The borrowings are collateralized by a substantial portion of
the Company's real estate and the Recreation Notes. The Company expects to
refinance certain of these borrowings, at or prior to maturity, through new
mortgage loans on real estate. The ability to do so, however, is dependent upon
various factors, including the income level of the properties, interest rates
and credit conditions within the commercial real estate market. Accordingly,
there can be no assurance that such refinancing can be achieved.
Effective June 16, 2003, the Company entered into a ten year, fixed rate loan
agreement with Metropolitan Life Insurance Company (the "Metlife Loan") for a
loan in the amount of $190 million to replace a $181.7 million fixed rate real
estate mortgage loan that matured on June 20, 2003. The Metlife Loan is secured
by fifteen shopping center properties (the "Mortgaged Properties") and the
remaining principal balance of the Metlife Loan is due in June 2013. The Metlife
Loan bears a fixed interest rate of 6.12% per annum and requires monthly
payments of interest 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.
21
Effective December 20, 2002, the Company entered into a loan agreement (the
"Loan Agreement") with Bank of America ( previously Fleet National Bank, N.A.)
on its own behalf and as agent for certain other banks providing for a credit
facility (the "Credit Facility"). As of December 30, 2002, the date of the
initial funding, the maximum amount of the Credit Facility was then $100 million
and the maximum amount the Company could borrow was $68 million based on the
then 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 and is
secured by guarantees by the Company and those of its subsidiaries who have
provided mortgages to the lenders, seventeen first mortgages on shopping centers
and a first priority security interest in the membership interests and
partnership interests of the subsidiary entities. The Credit Facility contains
various financial covenants that must be observed. The Company was in compliance
with these covenants at December 31, 2004. 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. On September 30, 2004, the Company modified and extended
the Credit Facility extending the maturity for two years with an option to
extend for one additional year, adding the right to increase the Credit Facility
amount to $200 million within 24 months of the date of the extension, and added
a $20 million swingline loan feature. The Credit Facility also was amended so
that 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 130 to 175 basis points
based on such ratio. Interest rates may be set for one, three or six-month
periods. The outstanding balance on the Credit Facility was $73.5 million as of
December 31, 2004. Based on the current collateral the Company can borrow an
additional $26.1 after an addition $2.7 million of outstanding letters of credit
exposure as of December 31, 2004.
In 1998, the Company obtained a $65.9 million fixed rate mortgage from Salomon
Brothers Realty Corp. This loan is secured by a first mortgage on nine
properties acquired by the Company in September 1998. The mortgage loan bears a
fixed interest rate of 7% per annum and requires monthly payments of interest
and principal based on a 30-year amortization. The loan matures on October 1,
2008. The outstanding balance on the mortgage was approximately $61.5 million as
of December 31, 2004. Pursuant to the mortgage loan, the Company is required to
make monthly escrow payments for the payment of tenant improvements and repair
reserves.
In addition, the Company has twenty-four mortgage loans outstanding as of
December 31, 2004 which were primarily assumed in connection with various
acquisitions of certain shopping centers. These mortgage loans have maturity
dates ranging from 2005 through 2028. Twenty-one of the twenty-four mortgage
loans have fixed interest rates ranging from 4.72% to 9.22%. The outstanding
principal balance on these mortgage loans at December 31, 2004 was approximately
$191.6 million. The remaining three mortgage loans, in the aggregate amount of
$10.9 million at December 31, 2004, have variable rates ranging from 4.29% to
6.50%.
On June 15, 2004, the Company entered into a $14.5 million non-revolving term
loan with Bank of America that matures in June 2007. The loan is collateralized
by the Recreation Notes and requires monthly principal and interest payments
based upon a straight line seven year real estate amortization. The note bears
an interest rate equal to the sum of the 30 day LIBOR plus 1.75%. The Company
has entered into a swap agreement through December, 2006, converting the
floating rate to a fixed rate of 5.15%. The outstanding balance on the loan was
$13.6 million as of December 31, 2004.
On July 19, 2004, the Company established a secured line of credit in the amount
of $9.6 million with Wachovia Bank, N.A. This line is secured by three shopping
centers and has an interest rate payable at a rate adjusted monthly to the sum
of 30 day LIBOR plus 1.75%. The line of credit matures on August 1, 2007. No
amounts were outstanding at December 31, 2004 on this line of credit.
The Company has a line of credit with Wilmington Trust of Pennsylvania in the
amount of $3.5 million secured by two shopping centers with an interest rate
payable at a rate adjusted monthly to the sum of 30 day LIBOR plus 1.8%. The
line of credit matures on June 27, 2005. At December 31, 2004, there was no
outstanding balance on this line of credit.
22
Capital Resources
The Company's operating funds are generated from rent revenue net of operating
expense from income-producing properties and, to a much lesser extent, interest
income on the mortgage notes receivable. The Company believes that the operating
funds will be sufficient in the foreseeable future to fund operating and
administrative expenses, interest expense, recurring capital expenditures and
distributions to shareholders in accordance with REIT requirements. Sources of
capital for non-recurring capital expenditures and scheduled principal payments,
including balloon payments, on outstanding borrowings are expected to be
obtained from property refinancings, scheduled principal repayments on the
mortgage notes receivable, sales of non-strategic real estate, the Company's
lines of credit and/or potential debt or equity financing in the public or
private markets.
On April 3, 2002, the Company filed a shelf registration statement on Form S-3
("Shelf Registration Statement") to register $150 million in common and
preferred shares of beneficial interest, depository shares, warrants and debt
securities. The Shelf Registration Statement became effective April 17, 2002.
On May 15, 2002, the Company purchased all 11,155 outstanding Series A-1
Increasing Rate Cumulative Convertible Preferred Shares of beneficial interest
("Preferred A") for $6.1 million plus costs.
On May 16, 2002, under the Shelf Registration Statement, the Company sold 2.3
million of its common shares of beneficial interest to certain investment
advisory clients of Cohen & Steers Capital Management, Inc. for net proceeds of
$31.3 million. The Company used $6.1 million for the purchase of the Preferred
A's, $8.4 million for the purchase of a shopping center in Killingly,
Connecticut, $1.1 million for the purchase of a free standing building in
Plymouth Meeting, Pennsylvania, and paid down debt in the amount of $8 million.
The Company used the balance of the proceeds for acquisitions, debt reductions,
and other corporate purposes.
On December 31, 2002, under the Shelf Registration Statement, the Company sold
1.8 million of its common shares of beneficial interest to Teachers Insurance
and Annuity Association of America and certain investment advisory clients of
Kensington Investment Group, Inc. and Teachers Advisors, Inc. for net proceeds
of $25.5 million. The Company used $25 million to pay down the Credit Facility.
The Company used the balance of the proceeds for general corporate purposes.
On January 2, 2003, under the Shelf Registration Statement, the Company sold
280,000 of its common shares of beneficial interest to Teachers Insurance and
Annuity Association of America for net proceeds of $4 million. The Company used
$4 million to pay down the Credit Facility.
On April 3, 2003 the Company issued 386,153 common shares of beneficial interest
in conjunction with the purchase of two shopping centers, an office building and
sixteen acres of land in New Jersey. The Company had a future obligation to
issue an additional 228,939 common shares of beneficial interest upon the
satisfaction of certain conditions. In 2005, those conditions were satisfied and
the additional shares were issued on January 27, 2005.
On July 25, 2003 the Company issued 185,018 common shares of beneficial interest
in conjunction with the purchase of a shopping center in Vestal, New York.
On December 30, 2003, under the Shelf Registration Statement, the Company sold
2,400,000 of its 8.25% Series E Cumulative Redeemable Preferred Shares of
beneficial interest to a number of mutual funds and other purchasers for net
proceeds of approximately $58.5 million. The Company used approximately $41.3
million to redeem the Company's 9.5% Series D Cumulative Redeemable Preferred
shares of beneficial interest on January 30, 2004 and the balance was used for
general corporate purposes.
On January 30, 2004, the Company redeemed all of its outstanding 9.5% Series D
Cumulative Redeemable Preferred Shares of beneficial interest for $25.00 per
share plus accrued and unpaid distributions though January 30, 2004 of $0.066
per share.
In connection with the redemption of the 9.5% Series D Cumulative Redeemable
Preferred Shares of beneficial interest, the Company's first quarter 2004
results reflect a reduction in Income to common shareholders of beneficial
interest of approximately $17.7 million. This reduction was recorded in
accordance with Topic No. D-42. Under
23
Topic D-42, the difference between the carrying amount of the shares and the
redemption price must be recorded as a reduction in income to common
shareholders of beneficial interest and, therefore, impacts net income per share
for the period in which the redemption is made.
On February 27, 2004 under the Shelf Registration Statement, the Company sold
400,000 of its 8.25% Series E Cumulative Redeemable Preferred Shares of
beneficial interest to certain investment advisory clients of Cohen & Steers
Capital Management, Inc. for net proceeds of $10 million. The Company used the
$10 million for general corporate purposes.
On April 8, 2004, the Company filed a post-effective amendment to the Shelf
Registration Statement. As of that date, the Company had issued common shares
and preferred shares registered under the Shelf Registration Statement with an
aggregate initial offering price of $131,586,500, leaving securities with an
aggregate maximum initial offering price of $18,413,500 unsold under the Shelf
Registration Statement (the "Remaining Amount"). The Company removed from
registration the Remaining Amount of securities registered but unsold under the
Shelf Registration Statement.
On April 8, 2004, the Company filed a new shelf registration statement on Form
S-3 ("New Shelf Registration Statement") to register $250 million in common and
preferred shares of beneficial interest, depository shares, warrants and debt
securities. The New Shelf Registration Statement became effective April 21,
2004.
Acquisitions
On February 17, 2004, the Company completed the acquisition of a 203,000 square
foot shopping center in Worcester, Massachusetts for a purchase price of $19.9
million including transaction costs. The center is anchored by a 67,000 square
foot supermarket. The shopping center was acquired using cash.
On August 6, 2004, the Company completed the acquisition of a 220,000 square
foot shopping center in Harrisburg, Pennsylvania for a purchase price of $17.3
million plus transaction costs. The center is anchored by a 60,000 square foot
supermarket. The shopping center was funded by the assumption of $13 million in
debt and the balance in cash.
On August 17, 2004, the Company completed the acquisition of a 302,000 square
foot shopping center in Manchester, Connecticut for a purchase price of $28.2
million plus transaction costs. The center is anchored by a 73,000 square foot
outlet marketplace. The shopping center was initially funded using cash and the
property was subsequently pledged as collateral under the Credit Facility.
On April 3, 2003, the Company completed the acquisition of two shopping centers,
an office building and sixteen acres of land for development for approximately
$13.2 million including transaction costs. The purchase included a 31,500 square
foot Shop Rite Supermarket and a fully occupied 14,000 square foot office
building in Springfield, New Jersey, a 54,000 square foot Shop Rite Supermarket,
and an adjacent sixteen acres of land approved for development in Somers Point,
New Jersey. The sixteen acres of land are currently under development. The
properties were purchased using cash and the issuance of 386,153 common shares
of beneficial interest. The Company also had an obligation to issue an
additional 228,939 common shares of beneficial interest upon the satisfaction of
certain conditions. The liability for these shares has been accrued in accounts
payable and other liabilities. In 2005, those conditions were satisfied and the
additional shares were issued on January 27, 2005.
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 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 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 debt.
24
Dispositions
The Company has determined that certain properties do not fit the Company's core
portfolio. As a result, these properties have been sold. The Company sold one
shopping center and a portion of another shopping center in 2004. On March 15,
2004, the Company sold an 83,000 square foot shopping center in Capitol Heights,
Maryland. The sale price of the shopping center was $7 million with net proceeds
of approximately $1.2 million after the repayment debt of $5.2 million. The
Company recognized a loss of approximately $4,000.
On August 6, 2004 the Company sold a portion of its shopping center in
Spartanburg, South Carolina. The 11 acre parcel was sold for $3.5 million and
the Company recognized a loss of approximately $737,000 as a result.
TRANSACTIONS WITH RELATED PARTIES
Included in Mortgage Notes Receivable at December 31, 2003, is a note due from
Mr. Irwin Levy, in the amount of $8.5 million. The note was issued prior to the
prohibitions on related party loans as stated in the Sarbanes-Oxley Act of 2002.
On June 15, 2004 the note was sold to Bank of America for $10.4 million. The
Company recognized $508,000 in interest income during 2004 and $2.2 million in
other income due to a premium received on the sale of the note.
Mr. Louis P. Meshon, Sr., President, Chief Executive Officer and Trustee, and
Patricia Meshon, his wife, in the aggregate, own 99% of the voting stock (a 5%
equity interest) in Drexel Realty, Inc. ("Drexel"), the management company in
which Montgomery CV Realty L.P. owns a 95% equity interest. Drexel manages two
properties in which Mr. Meshon has ownership interests. These properties paid
Drexel $288,100 for management and leasing services during 2004.
Mr. Milton S. Schneider, a Trustee, is the Chief Executive Officer of The
Glenville Group ("Glenville"), a company involved in the development, ownership,
and management of commercial and residential properties. The Company leases
approximately 2,300 square feet of office space to Glenville in accordance with
a five-year lease effective June 1, 1999 and expiring on May 31, 2004. Since
June 1, 2004, Glenville has been on a month-to-month lease. Glenville paid the
Company approximately $67,300 for payment of rent, electric and other operating
expenses in 2004.
Related party transactions are more fully described in Note 6 to the
consolidated financial statements in Item 8. Financial Statements and
Supplementary Data.
CRITICAL ACCOUNTING POLICIES
We prepare our financial statements in accordance with accounting principles
generally accepted in the United States of America. Preparing our financial
statements in accordance with generally accepted accounting principles requires
us to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. The following paragraphs include a discussion of
critical accounting policies. You should also review Note 1 to the consolidated
financial statements (See Item 8. Financial Statements and Supplementary Data)
for further discussion of significant accounting policies.
Real Estate - Income-Producing
Real estate - income-producing ("Real Estate") is stated at cost, less
accumulated depreciation. Upon acquisition of properties, we estimate the fair
value of the land, building and improvements and identify intangible assets and
liabilities and assumed debt in accordance with Statement of Financial
Accounting Standards No. 141, Business Combinations ("SFAS 141"). Based on these
estimates, we allocate the purchase price to the applicable assets and
liabilities.
In order to estimate the fair value of acquired assets and liabilities, we use
methods similar to those used by independent appraisers. The Company also
considers information gathered about each property during the pre-acquisition
due diligence in estimating the fair value of the tangible and intangible assets
acquired. The fair value of
25
the tangible assets of an acquired property considers the value of the property
as "if-vacant". The "if-vacant" fair value of tangible assets are allocated to
land, building, and tenant improvements, where applicable, based on relevant
information obtained in connection with the acquisition of the property.
In allocating the purchase price to identified intangible assets and
liabilities, the fair value of debt is estimated by using the Company's current
borrowing rate as compared to the contractual rate of the debt assumed. The
difference between the contractual amounts to be paid and the amounts estimated
to be due using the Company's current borrowing rates measured over a period
equal to the remaining term of the debt is recorded as a premium or discount on
the debt. The premium or discount is amortized to interest expense over the
remaining term of the debt assumed. The value of above-market and below-market
leases is estimated based on the present value of the difference between the
contractual amounts to be paid pursuant to the in-place leases and the Company's
estimate of the market lease rates measured over a period equal to the estimated
remaining term of the lease. The capitalized value of the above or below-market
lease values is amortized to rental income over the estimated remaining term of
the respective leases.
The value of "at market" leases is estimated based on the value connected with
the costs avoided in originating leases and includes rent lost during the
lease-up period, leasing commissions to procure tenants with leases comparable
to the current leases in place, and landlord costs that are not reimbursed by
tenants during the downtime period. The capitalized value of the "at market"
leases is amortized as real estate amortization over the estimated
weighted-average remaining lease lives of each property.
Depreciation and amortization of tangible assets are provided on the
straight-line method over the estimated useful lives of the assets. Buildings
are depreciated over 40 years which is the expected useful life of a building,
building and leasehold improvements are depreciated or amortized over the term
of the tenant leases or useful life of the improvement, whichever is shorter,
and land improvements are depreciated over the useful life of the asset.
Expenditures for maintenance and repairs are charged to operations as incurred.
Significant renovations and replacements, which improve and extend the life of
the asset, are capitalized. The useful lives of amortizable intangible assets
are evaluated each reporting period with any changes in estimated useful lives
being accounted for over the revised remaining useful life.
On a periodic basis, management assesses whether there are any indicators that
the value of the Company's Real Estate may be impaired. A property's value may
be impaired only if management's estimate of the aggregate future cash flows, on
an undiscounted basis to be generated by the property are less than the carrying
value of the property. If impairment has occurred, the loss shall be measured as
the excess of the carrying amount of the property over the fair value of the
property. The Company's estimates of aggregate future cash flows expected to be
generated by each property are based on a number of assumptions that are subject
to economic and market uncertainties, including, among others, demand for space,
competition for tenants, changes in market rental rates, and costs to operate
each property. As these factors are difficult to predict and are subject to
future events that may alter management's assumptions, the future cash flows
estimated by management in their impairment analyses may not be achieved.
Properties Held for Sale
Effective January 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of its
carrying amount or fair value less cost to sell. SFAS 144 broadens the
presentation of discontinued operations to include a component of a company.
Under SFAS 144, an individual income-producing property is considered a
component of the company. As a result, when assets are identified by the
management and a plan for sale, as defined by SFAS 144, has been adopted, the
Company estimates the fair value, net of selling costs, of such assets. Fair
value is estimated using estimated selling price of each property based on
various factors including discussions with potential buyers. If, in management's
opinion, the fair value less costs to sell of the assets, which have been
identified for sale, is less than the net carrying amount of the assets, the
assets are written down. The Company's estimate of fair value of each property
is based on economic and market conditions which are subject to change. Carrying
amounts and subsequent declines or gains in fair value are recorded in results
of operations in discontinued operations. If circumstances arise that the
Company decides not to sell a property previously classified as held for sale,
the property is reclassified as held and used. A property that is reclassified
shall be measured at the lower of its carrying amount before the asset was
classified as
26
held for sale, adjusted for any depreciation expense that would have been
recognized had the asset been continuously classified as held and used or fair
value at the date of the decision not to sell.
Revenue Recognition
We recognize revenue from rentals on a straight-line basis over the terms of the
leases. Percentage rent is recognized in the period when sales breakpoints are
reached. The majority of our leases provide for reimbursement from tenants of
their share of common area maintenance costs, insurance and real estate taxes,
which are recorded on the accrual basis.
Allowance for Doubtful Accounts
Management periodically performs a detailed review of amounts due from tenants
to determine if accounts receivable balances are impaired based on factors
affecting the collectibility of those balances. Management's estimates of the
allowance for doubtful accounts requires management to exercise significant
judgment about the timing, frequency and severity of collection losses, which
affects the allowance and net income.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment," which is a
revision of SFAS 123 "Accounting for Stock-Based Compensation" and supersedes
APB Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123R focuses
primarily on share-based payments for employee services, requiring these
payments to be recorded using a fair-value-based method. The use of APB 25's
intrinsic value method of accounting for employee stock options has been
eliminated. SFAS 123R is effective for periods ending after June 15, 2005. As a
result, the fair value of stock options granted to employees in the future will
be required to be expensed. The Company believes that the adoption of FASB 123R
will not have a material impact on the Company's financial position.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary exposure to market risk is to changes in interest rates.
The Company has both fixed and variable rate debt. The Company has $541.1
million of debt outstanding as of December 31, 2004, of which $456.7 million, or
84.4%, has been borrowed at fixed rates ranging from 4.72% to 9.22% with
maturities through 2018. As these debt instruments mature, the Company typically
refinances such debt at their existing market interest rates which may be more
or less than interest rates on the maturing debt. Changes in interest rates have
different impacts on the fixed and variable rate portions of the Company's debt
portfolio. A change in interest rates impacts the net market value of the
Company's fixed rate debt, but has no impact on interest incurred or cash flows
on the Company's fixed rate debt. Interest rate changes on variable debt impacts
the interest incurred and cash flows but does not impact the net market value of
the debt instrument. Based on the variable rate debt of the Company as of
December 31, 2004, a 100 basis point increase in interest rates would result in
an additional $834,000 in interest incurred per year and a 100 basis point
decline would lower interest incurred by $834,000 per year. To ameliorate
27
the risk of interest rate increases, the Company has entered into an interest
rate swap agreement in the notional amount of $14.5 million. A 100 basis point
increase in interest rates would result in a $24 million decrease in the fair
value of the fixed rate debt and a 100 basis point decline would result in a
$25.4 million increase in the fair value.
The Company also has $20.7 million of fixed rate mortgage notes receivable.
Changes in interest rates impacts the market value of the mortgage notes
receivable, but has no impact on interest earned or cash flows. A 100 basis
point increase in interest rates would result in an $812,000 decrease in the
fair value of the mortgage notes receivable and a 100 basis point decline would
result in an $850,000 increase in the fair value.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Report of Independent Certified Public Accountants 29
Consolidated Financial Statements:
Balance Sheets - December 31, 2004 and 2003 30
Statements of Income - Years Ended December 31, 2004, 2003, and 2002 31
Statements of Other Comprehensive Income - Years Ended December 31, 2004, 2003, and 2002 31
Statements of Beneficiaries' Equity - Years Ended December 31, 2004, 2003 and 2002 32
Statements of Cash Flows - Years Ended December 31, 2004, 2003 and 2002 33
Notes to Consolidated Financial Statements 34-49
Consolidated Financial Statements Schedules:
Schedule III - Real Estate and Accumulated Depreciation 50-52
Schedule IV - Mortgage Loans on Real Estate 53
Schedules, other than those listed above, are omitted because they are not
required, or because the information required is included in the consolidated
financial statements or the notes thereto.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of
Kramont Realty Trust
Plymouth Meeting, PA
We have audited the accompanying consolidated balance sheets of Kramont Realty
Trust and subsidiaries as of December 31, 2004 and 2003 and the related
consolidated statements of income, other comprehensive income, beneficiaries'
equity, and cash flows for each of the three years in the period ended December
31, 2004. We have also audited the schedules listed in the accompanying index.
These financial statements and the schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the schedules based on our audits.
We conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and schedules are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Kramont Realty Trust
and subsidiaries at December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2004, in conformity with accounting principles generally accepted
in the United States of America.
Also, in our opinion, the schedules present fairly, in all material respects,
the information set forth therein.
As explained in Note 1 to the consolidated financial statements, effective
January 1, 2004, Kramont Realty Trust and subsidiaries adopted the provisions of
Statement of Financial Accounting Standards Interpretation 46(R), Consolidation
of Variable Interest Entities.
BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
February 11, 2005
29
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
December 31,
2004 2003
----------- ----------
ASSETS
Real estate - income-producing, net of accumulated depreciation $ 790,087 $ 724,668
Properties held for sale - 6,271
Mortgage notes receivable 20,741 22,590
Mortgage note receivable - related party - 8,480
Investments in unconsolidated affiliates 9,145 8,880
Cash and cash equivalents (includes $0 and $903 restricted) 8,022 9,196
Other assets 29,773 30,626
----------- ----------
Total assets $ 857,768 $ 810,711
=========== ==========
LIABILITIES AND BENEFICIARIES' EQUITY
LIABILITIES:
Mortgages and notes payable $ 541,074 $ 451,071
Accounts payable and other liabilities 18,693 17,002
Distributions payable 10,408 9,989
----------- ----------
Total liabilities 570,175 478,062
----------- ----------
Minority interests in Operating Partnerships 16,602 18,802
----------- ----------
BENEFICIARIES' EQUITY:
Convertible preferred shares of beneficial interest, Series A-1, $0.01 par
value; authorized and issued 11,155 shares as of December 31,
2004 and 2003 1 1
Convertible preferred shares of beneficial interest, Series B-1, $0.01
par value; authorized 1,235,000 shares; issued and outstanding
1,183.240 shares as of December 31, 2004 and 2003 11 11
Redeemable preferred shares of beneficial interest, Series D, $0.01 par
value; authorized 2,070,000 shares; issued 0 and 1,800,000
shares as of December 31, 2004 and 2003 - 18
Redeemable preferred shares of beneficial interest, Series E, $0.01 par
value; authorized and issued 2,800,000 shares; outstanding, 2,800,000
and 2,400,000 as of December 31, 2004 and 2003, respectively 28 24
Common shares of beneficial interest, $0.01 par value;
authorized 94,283,845 shares; outstanding, 24,204,579 and
24,054,925 as of December 31, 2004 and 2003, respectively 242 241
Additional paid-in capital 294,598 308,426
Retained earnings (deficit) (17,392) 14,595
Accumulated other comprehensive loss (25) (477)
Treasury stock, cumulative preferred shares of beneficial interest Series A-1
11,155 shares as of December 31, 2004 and 2003, at cost (6,070) (6,070)
Treasury stock, Redeemable preferred shares of beneficial interest Series
D, 146,800 shares as of December 31, 2003, at cost - (2,349)
----------- ----------
271,393 314,420
Unearned compensation on restricted shares of beneficial interest (402) (573)
----------- ----------
Total beneficiaries' equity 270,991 313,847
----------- ----------
Total liabilities and beneficiaries' equity $ 857,768 $ 810,711
=========== ==========
See accompanying notes to consolidated financial statements.
30
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except share and per share data)
Years Ended December 31,
--------------------------------------------
2004 2003 2002
------------ ------------ ------------
Revenues:
Rent $ 116,131 $ 108,527 $ 101,835
Other property income 2,138 - 555
------------ ------------ ------------
118,269 108,527 102,390
Expenses:
Operating 35,771 33,897 29,482
Depreciation and amortization 20,675 18,606 16,827
General and administrative 10,389 8,589 7,202
------------ ------------ ------------
66,835 61,092 53,511
------------ ------------ ------------
Operating income 51,434 47,435 48,879
Management and leasing fees 619 72 -
Interest income 2,962 3,176 3,532
Interest income from related parties 508 1,165 1,234
Other income 2,648 - -
Interest expense (32,688) (33,512) (36,512)
Equity in income of unconsolidated affiliates 1,152 785 722
Gain (loss) on sale of properties (737) - -
Minority interests in income of Operating Partnerships 33 (797) (822)
------------ ------------ ------------
Income from continuing operations 25,931 18,324 17,033
------------ ------------ ------------
Results from discontinued operations:
Income from operations of properties sold or held for sale 22 1,066 1,129
Gain (loss) on sale of properties (4) 4,347 (45)
Minority interests in discontinued operations (1) (388) (83)
------------ ------------ ------------
Income from discontinued operations 17 5,025 1,001
------------ ------------ ------------
Net income 25,948 23,349 18,034
Preferred share distributions (8,862) (6,811) (7,083)
Charge for redemption of preferred shares
(17,691) - -
------------ ------------ ------------
Income (loss) to common shareholders $ (605) $ 16,538 $ 10,951
============ ============ ============
Per common share:
Income (loss) from continuing operations, basic $ (.03) $ .48 $ .49
Income (loss) from discontinued operations, basic $ - $ .22 $ .05
------------ ------------ ------------
Total net income (loss) per share, basic $ (.03) $ .70 $ .54
============ ============ ============
Income (loss) from continuing operations, diluted $ (.03) $ .48 $ .49
Income (loss) from discontinued operations, diluted $ - $ .21 $ .05
------------ ------------ ------------
Total net income (loss) per share, diluted $ (.03) $ .69 $ .54
============ ============ ============
Dividends declared $ 1.30 $ 1.30 $ 1.30
============ ============ ============
Average common shares outstanding:
Basic 24,123,245 23,757,692 20,380,949
============ ============ ============
Diluted 24,123,245 23,811,799 20,401,095
============ ============ ============
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(dollars in thousands)
Years Ended
December 31,
---------------------------------------
2004 2003 2002
----------- ----------- ---------
Net income
$ 25,948 $ 23,349 $ 18,034
Change in fair value of cash flow hedges (218) (131) (1,519)
Reclassification adjustment for hedge losses included in net
income 670 1,267 1,120
----------- ----------- ---------
Comprehensive income $ 26,400 $ 24,485 $ 17,635
=========== =========== =========
See accompanying notes to consolidated financial statements.
31
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF BENEFICIARIES EQUITY
(in thousands)
Preferred
Common Preferred Shares of
Shares of Shares of Beneficial Additional
Beneficial Par Beneficial Interest Paid in Retained
Interest Value Interest Par Value Capital Earnings
---------- ------ ---------- ---------- ---------- ---------
BALANCE, JANUARY 1, 2002 18,872 $ 189 2,994 $ 30 $ 177,553 $ 45,574
Net Income - - - - - 18,034
Issuance of Common Shares 4,110 41 - - 56,631 -
Issuance of Common Shares - options exercised 55 1 - - 635 -
Repurchase of Series A Preferred Shares - - - - - -
Amortization of unearned compensation - - - - - -
Restricted stock awards 39 - - - 590 -
Net loss in fair value of cash flow hedges - - - - - -
Distributions on Common Shares - - - - - (27,537)
Distributions on Preferred Shares - - - - - (7,083)
------ ----- ------ ---- ---------- ---------
BALANCE, DECEMBER 31, 2002 23,076 231 2,994 30 235,409 28,988
------ ----- ------ ---- ---------- ---------
Net Income - - - - - 23,349
Issuance of Common Shares 851 9 - - 12,719 -
Issuance of Common Shares - options exercised 96 1 - - 1,312 -
Issuance of Series E Preferred Shares 2,400 24 58,458 -
Amortization of unearned compensation - - - - - -
Restricted stock awards 32 - - - 528 -
Net loss in fair value of cash flow hedges - - - - - -
Distributions on Common Shares - - - - - (30,931)
Distributions on Preferred Shares - - - - - (6,811)
------ ----- ------ ---- ---------- ---------
BALANCE, DECEMBER 31, 2003 24,055 241 5,394 54 308,426 14,595
------ ----- ------ ---- ---------- ---------
Net Income - - - - - 25,948
Issuance of Common Shares - options exercised 112 1 - - 1,522 -
Repurchase of Series D Preferred Shares - - (1,800) (18) (25,970) (17,691)
Issuance of Series E Preferred Shares - - 400 4 10,012 -
Amortization of unearned compensation - - - - - -
Restricted stock awards 38 - - - 608 -
Net loss in fair value of cash flow hedges - - - - - -
Distributions on Common Shares - - - - - (31,382)
Distributions on Preferred Shares - - - - - (8,862)
------ ----- ------ ---- ---------- ---------
BALANCE, DECEMBER 31, 2004 24,205 $ 242 3,994 $ 40 $ 294,598 $ (17,392)
====== ===== ====== ==== ========== =========
Compensation
Accumulated on Restricted
Other Shares of
Comprehensive Treasury Beneficial
Income Stock Interest
------------- -------- -------------
BALANCE, JANUARY 1, 2002 $ (1,214) $ (2,349) $ (760)
Net Income - - -
Issuance of Common Shares - - -
Issuance of Common Shares - options exercised - - -
Repurchase of Series A Preferred Shares - (6,070)
Amortization of unearned compensation - - 614
Restricted stock awards - - (590)
Net loss in fair value of cash flow hedges (399) - -
Distributions on Common Shares - - -
Distributions on Preferred Shares - - -
-------- -------- ------
BALANCE, DECEMBER 31, 2002 (1,613) (8,419) (736)
-------- -------- ------
Net Income - - -
Issuance of Common Shares - - -
Issuance of Common Shares - options exercised - - -
Issuance of Series E Preferred Shares - - -
Amortization of unearned compensation - - 691
Restricted stock awards - - (528)
Net loss in fair value of cash flow hedges 1,136 - -
Distributions on Common Shares - - -
Distributions on Preferred Shares - - -
-------- -------- ------
BALANCE, DECEMBER 31, 2003 (477) (8,419) (573)
-------- -------- ------
Net Income - - -
Issuance of Common Shares - options exercised - - -
Repurchase of Series D Preferred Shares - 2,349 -
Issuance of Series E Preferred Shares - - -
Amortization of unearned compensation - - 779
Restricted stock awards - - (608)
Net loss in fair value of cash flow hedges 452 - -
Distributions on Common Shares - - -
Distributions on Preferred Shares - - -
-------- -------- ------
BALANCE, DECEMBER 31, 2004 $ (25) $ (6,070) $ (402)
======== ======== ======
See accompanying notes to consolidated financial statements.
32
KRAMONT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2004 2003 2002
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 25,948 $ 23,349 $ 18,034
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization 20,707 18,909 18,548
Premium received from sale of mortgage note receivable (2,198) - -
Amortization of unearned compensation on restricted shares of beneficial
interest 682 690 614
Restricted share awards 97 - -
Equity in income of unconsolidated affiliates (1,152) (785) (722)
Minority interests in income of Operating Partnership (33) 1,185 905
Loss (Gain) on sale of assets 741 (4,347) 45
Changes in assets and liabilities:
(Increase) decrease in receivables, accrued income, prepaid expenses and
other assets 3,183 (240) (3,941)
Increase (decrease) in accounts payable and other liabilities (154) (544) 4,808
--------- --------- ---------
Net cash provided by operating activities 47,821 38,217 38,291
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 1,849 1,710 1,509
Collections on mortgage notes receivable - related party 256 560 491
Proceeds from sales of mortgage note 10,422 - -
Acquisition of real estate - income producing (53,206) (14,115) (9,811)
Capital improvements including development costs (22,019) (18,348) (9,712)
Net proceeds from sale of real estate 9,085 17,397 2,567
Change in restricted cash 903 784 31
Distributions from unconsolidated affiliates 1,536 826 864
Investment in unconsolidated affiliates (10) (5,998) -
Other (1) - 10
--------- --------- ---------
Net cash used in investing activities (51,185) (17,184) (14,051)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings, net of fair market premium 76,681 192,466 5,977
Repayments of borrowings (71,213) (201,817) (78,689)
Net proceeds (repayments) from line of credit 71,512 (41,000) 42,988
Cash distributions paid on common shares (31,330) (30,706) (26,091)
Cash distributions paid on preferred shares (8,495) (6,811) (7,264)
Proceeds from issuance of common shares of beneficial interest - 3,932 56,674
Proceeds from issuance of preferred shares of beneficial interest 10,017 58,482 -
Cash received from stock options exercised 1,523 1,313 635
Distributions to minority interests (2,164) (2,164) (2,057)
Purchase of preferred shares (41,330) - (6,070)
Deferred financing costs (2,108) (2,921) (3,043)
--------- --------- ---------
Net cash provided by (used in) financing activities 3,093 (29,226) (16,940)
--------- --------- ---------
Net (decrease) increase in unrestricted cash and cash equivalents (271) (8,193) 7,300
Unrestricted cash and cash equivalents at the beginning of the year 8,293 16,486 9,186
--------- --------- ---------
Unrestricted cash and cash equivalents at the end of the year $ 8,022 $ 8,293 $ 16,486
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 33,440 $ 34,687 $ 36,996
========= ========= =========
Acquisitions:
Fair value of assets acquired $ (66,230) $ (47,192) $ (9,811)
Liabilities assumed 13,024 24,282 -
Operating Partnership units issued - - -
Common shares of beneficial interest issued - 8,795 -
--------- --------- ---------
Cash (paid) for acquisitions, net of cash acquired $ (53,206) $ (14,115) $ (9,811)
========= ========= =========
Supplemental disclosure of non-cash transactions
Restricted shares awarded $ 608 $ 527 $ 590
========= ========= =========
Common shares issued for acquisitions $ - $ 8,795 $ -
========= ========= =========
See accompanying notes to consolidated financial statements.
33
KRAMONT REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Kramont Realty Trust, a Maryland real estate investment trust ("Kramont") is a
self-administered, self-managed equity real estate investment trust ("REIT")
which is engaged in the ownership, acquisition, development, redevelopment,
management and leasing of primarily community and neighborhood shopping centers.
Kramont does not directly own any assets other than its interest in Kramont
Operating Partnership, L.P. ("Kramont OP") and conducts its business through
Kramont OP and its affiliated entities, including Montgomery CV Realty, L.P.
("Montgomery OP", together with Kramont OP and their wholly-owned subsidiaries,
hereinafter collectively referred to as the "OPs", which together with Kramont
are hereinafter referred to as the "Company"). The OPs, directly or indirectly,
own all of the Company's assets, including its interests in shopping centers.
Accordingly, the Company conducts its operations through an Umbrella Partnership
REIT ("UPREIT") structure. As of December 31, 2004, Kramont owned 93.6% of
Kramont OP and is its sole general partner. As of December 31, 2004, Kramont OP
indirectly owned 99.87% of the limited partnership interest of Montgomery OP and
owned 100% of its sole general partner. As of December 31, 2004, the OPs owned
and operated eighty-three shopping centers and two office buildings, managed
three shopping centers for third parties and four shopping centers in connection
with a joint venture, located in 16 states aggregating approximately 12.5
million leasable square feet.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company. The Company owns 45%-50% interests in certain real estate partnerships,
and owns a 20% economic interest in a shopping center venture, which are
accounted for on the equity method. Significant inter-company accounts and
transactions have been eliminated in consolidation.
Interest Rate Risk Management
The Company accounts for its interest rate contracts in accordance with
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, ("SFAS 133") as amended and interpreted.
SFAS 133 requires that all derivative instruments, such as interest rate swap
and cap contracts, be recognized in the financial statements and measured at
their fair market value. Changes in the fair market value of derivative
instruments are recognized each period in current operations or beneficiaries'
equity (as a component of accumulated other comprehensive loss). For a
derivative designated as part of a hedge transaction, where it is recorded is
dependent on whether it is a fair value hedge or a cash flow hedge. For a
derivative designated as a fair value hedge, the gain or loss of the derivative
in the period of change and the offsetting loss or gain of the hedged item
attributed to the hedged risk are recognized in results of operations. For a
derivative designated as a cash flow hedge, the effective portion of the
derivative's gain or loss is initially reported as a component of other
comprehensive income (loss) and subsequently reclassified into interest expense
in the results of operations when the hedged exposure affects results of
operations. The ineffective portion of the gain or loss of a cash flow hedge is
recognized currently in results of operations. For a derivative not designated
as a hedging instrument, the gain or loss is recognized currently in results of
operations. If the hedged item were terminated, the amount recorded in other
comprehensive income (loss) would be reclassified to the results of operations.
In the normal course of business, Kramont is exposed to changes in interest
rates. The objective in managing its exposure to interest rates is to decrease
the volatility that changes in interest rates might have on operations and cash
flows. To achieve this objective, Kramont uses interest rate swaps to hedge a
portion of total long-term debt that is subject to variable interest rates and
designates these instruments as cash flow hedges. Under these swaps, Kramont
agrees to pay fixed rates of interest (see Note 4d). These contracts are
considered to be a hedge against changes in the amount of future cash flows
associated with the interest payments on variable-rate debt obligations. These
interest rate swap agreements are entered into with a major financial
institution.
34
Accordingly, the interest rate swaps are reflected at fair value in the
consolidated balance sheet and the related gains or losses on these contracts
are recorded as a component of accumulated other comprehensive loss. The Company
does not enter into such contracts for speculative purposes. The fair value of
interest rate swap contracts are determined based on the fair market value as
determined by the counterparty.
As of January 1, 2004, Kramont had interest rate swap contracts to pay fixed
rates of interest (ranging from 6.088% to 6.78%) and receive variable rates of
interest based on LIBOR on an aggregate of $32.5 million notional amount of
indebtedness which matured in March and May of 2004. On June 15, 2004, Kramont
entered into an interest rate contract to pay a fixed rate of interest at 5.15%
and receive a variable rate of interest based on LIBOR on $14.5 million notional
amount of indebtedness with a maturity date of December 2006. This hedge is
highly effective and there is no ineffective portion. The aggregate fair market
value of all interest rate swap agreements was ($25,000) and ($477,000) on
December 31, 2004 and 2003, respectively, and is included in accounts payable
and other liabilities on the consolidated balance sheet. Approximately $16,000
is expected to be reclassified to the statement of income during the next twelve
months.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported statements of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Real Estate - Income-Producing
Real estate - income-producing ("Real Estate") is stated at cost, less
accumulated depreciation. Upon acquisition of properties, we estimate the fair
value of the land, building and improvements and identify intangible assets and
liabilities and assumed debt in accordance with Statement of Financial
Accounting Standards No. 141, Business Combinations ("SFAS 141"). Based on these
estimates, we allocate the purchase price to the applicable assets and
liabilities.
In order to estimate the fair value of acquired assets and liabilities, we use
methods similar to those used by independent appraisers. The Company also
considers information gathered about each property during the pre-acquisition
due diligence in estimating the fair value of the tangible and intangible assets
acquired. The fair value of the tangible assets of an acquired property
considers the value of the property as "if-vacant". The "if-vacant" fair value
of tangible assets are allocated to land, building, and tenant improvements,
where applicable, based on relevant information obtained in connection with the
acquisition of the property.
In allocating the purchase price to identified intangible assets and
liabilities, the fair value of debt is estimated by using the Company's current
borrowing rate as compared to the contractual rate of the debt assumed. The
difference between the contractual amounts to be paid and the amounts estimated
to be due using the Company's current borrowing rates measured over a period
equal to the remaining term of the debt is recorded as a premium or discount on
the debt. The premium or discount is amortized to interest expense over the
remaining term of the debt assumed.
The value of above-market and below-market leases is estimated based on the
present value of the difference between the contractual amounts to be paid
pursuant to the in-place leases and the Company's estimate of the market lease
rates measured over a period equal to the estimated remaining term of the lease.
The capitalized value of the above or below-market lease values is amortized to
rental income over the estimated remaining term of the respective leases.
The value of "at market" leases is estimated based on the value connected with
the costs avoided in originating leases and includes rent lost during the
lease-up period, leasing commissions to procure tenants with leases comparable
to the current leases in place, and landlord costs that are not reimbursed by
tenants during the downtime period. The capitalized value of the "at market"
leases is amortized as real estate amortization over the estimated
weighted-average remaining lease lives of each property.
35
Depreciation and amortization of tangible assets are provided on the
straight-line method over the estimated useful lives of the assets. Buildings
are depreciated over 40 years which is the expected useful life of a building,
building and leasehold improvements are depreciated or amortized over the term
of the tenant leases or useful life of the improvement, whichever is shorter,
and land improvements are depreciated over the useful life of the asset.
Expenditures for maintenance and repairs are charged to operations as incurred.
Significant renovations and replacements, which improve and extend the life of
the asset, are capitalized. The useful lives of amortizable intangible assets
are evaluated each reporting period with any changes in estimated useful lives
being accounted for over the revised remaining useful life.
On a periodic basis, management assesses whether there are any indicators that
the value of the Company's Real Estate may be impaired. A property's value may
be impaired if management's estimate of the aggregate future cash flows, on an
undiscounted basis to be generated by the property are less than the carrying
value of the property. If impairment has occurred, the loss shall be measured as
the excess of the carrying amount of the property over the fair value of the
property. The Company's estimates of aggregate future cash flows expected to be
generated by each property are based on a number of assumptions that are subject
to economic and market uncertainties, including, among others, demand for space,
competition for tenants, changes in market rental rates, and costs to operate
each property. As these factors are difficult to predict and are subject to
future events that may alter management's assumptions, the future cash flows
estimated by management in their impairment analyses may not be achieved.
Properties Held for Sale
Effective January 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 requires that long-lived
assets that are to be disposed of by sale be measured at the lower of its
carrying amount or fair value less cost to sell. SFAS 144 broadens the
presentation of discontinued operations to include a component of a company.
Under SFAS 144, an individual income-producing property is considered a
component of the company. As a result, when assets are identified by the
management and a plan for sale, as defined by SFAS 144, has been adopted, the
Company estimates the fair value, net of selling costs, of such assets. Fair
value is estimated using estimated selling price of each property based on
various factors including discussions with potential buyers. If, in management's
opinion, the fair value less costs to sell of the assets, which have been
identified for sale, is less than the net carrying amount of the assets, the
assets are written down. The Company's estimate of fair value of each property
is based on economic and market conditions which are subject to change. Carrying
amounts and subsequent declines or gains in fair value are recorded in results
of operations in discontinued operations. Gains, if any, are recognized in
discontinued operations but only to the extent of previous cumulative losses for
write-downs to fair value, less costs to sell already recognized. If
circumstances arise that the Company decides not to sell a property previously
classified as held for sale, the property is reclassified as held and used. A
property that is reclassified shall be measured at the lower of its carrying
amount before the asset was classified as held for sale, adjusted for any
depreciation expense that would have been recognized had the asset been
continuously classified as held and used or fair value at the date of the
decision not to sell.
There were no properties held for sale at December 31, 2004. Properties sold and
held for sale in prior periods have been reclassified to Properties Held for
Sale and Discontinued Operations in all periods presented.
Revenue Recognition
Rental revenue is recognized on a straight-line basis over the terms of the
leases. Percentage rent is recognized in the period when the sales breakpoints
are reached. The majority of leases provide for reimbursement to the Company of
the tenants' share of common area maintenance costs, insurance, and real estate
taxes, which are recorded on the accrual basis.
Allowance for Doubtful Accounts
Management periodically performs a detailed review of amounts due from tenants
to determine if accounts receivable balances are impaired based on factors
affecting the collectibility of those balances. Management's estimates of the
allowance for doubtful accounts requires management to exercise significant
judgment about the timing, frequency and severity of collection losses, which
affects the allowance and net income.
36
Mortgage Notes Receivable
Mortgage notes receivable are carried at cost. Accrual of interest is
discontinued when management believes, after considering economic and business
conditions and collection efforts, that timely collection is doubtful.
In evaluating possible losses, management takes into consideration appropriate
information which may include the borrower's cash flow projections, historical
operating results and financial strength, pending sales, adverse conditions that
may affect the borrower's ability to repay, appraisals, and current economic
conditions.
Stock Options
The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for its stock option plans.
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS 123") requires the Company to provide pro forma information
regarding net income and net income per common share as if compensation cost for
stock options granted under the plans, if applicable, had been determined in
accordance with the fair value based method prescribed in SFAS 123. The Company
has not adopted the fair value based method prescribed by SFAS 123.
Solely for the purposes of providing the pro forma information required by SFAS
123, the Company estimates the fair value of each stock option grant by using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants: expected lives of ten years; dividend yield of
7.74%, volatility at 24%, risk free interest rate of 3.33% for 2003; and
dividend yield of 8.70%, volatility at 30%, risk free interest rate of 4.53% for
2002. There were no stock options issued in 2004.
Under accounting provisions of SFAS 123, the Company's income to common
shareholders and net income per common share, would have been reduced to the pro
forma amounts indicated below (in thousands, except per share data):
Years Ended December 31
2004 2003 2002
---- ---- ----
Income (loss) to common shareholders
Income (loss), as reported $ (605) $ 16,538 $ 10,951
Stock-based employee/trustee compensation expense included in reported income 779 691 614
Fair value of stock options and restricted stock awards (793) (762) (784)
------- -------- --------
Pro forma $ (619) $ 16,467 $ 10,781
======= ======== ========
Income (loss) per common share, basic:
As reported $ (.03) $ .70 $ .54
======= ======== =======
Pro forma $ (.03) $ .69 $ .53
======= ======== ========
Income (loss) per common share, diluted:
As reported $ (.03) $ .69 $ .54
======= ======== ========
Pro forma $ (.03) $ .69 $ .53
======= ======== ========
Dividends and Income Taxes
The Company expects to continue to qualify as a REIT under the provisions of
Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code").
As a REIT, the Company was required to distribute at least 90% of its ordinary
taxable income to shareholders and was permitted to deduct such distributions
from taxable income. A REIT is not required to distribute capital gain income,
but to the extent it does not, it is required pay the applicable capital gain
income tax unless it has ordinary losses to offset such capital gain income.
The Company does not expect to be subject to Federal income taxes in the future
as it intends to distribute ordinary and capital gain income.
37
As of December 31, 2004, the Company has aggregate net operating loss
carryforwards for Federal tax purposes of approximately $13.5 million, of which
$6.4 million expires in 2006 and $7.1 million expires in 2007.
Net Income Per Common Share
Basic income per share is computed using income to common shareholders divided
by the weighted average number of common shares outstanding. Diluted earnings
per share include the dilutive effect of outstanding options computed using the
treasury stock method. The convertible preferred shares were not dilutive and
were therefore not included in the computation of dilutive earnings per share.
Statements of Cash Flows
For financial statement purposes, the Company considers all highly liquid
investments with initial maturities of three months or less to be cash
equivalents. In addition, the Company classifies cash flows from derivatives
with the hedged item.
Reclassifications
Certain items have been reclassified to conform to the current year's
presentation.
New Pronouncements
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment," which is a
revision of SFAS 123 "Accounting for Stock-Based Compensation" and supersedes
APB Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123R focuses
primarily on share-based payments for employee services, requiring these
payments to be recorded using a fair-value-based method. The use of APB 25's
intrinsic value method of accounting for employee stock options has been
eliminated. SFAS 123R is effective for periods ending after June 15, 2005. As a
result, the fair value of stock options granted to employees in the future will
be required to be expensed. The Company believes that the adoption of FASB 123R
will not have a material impact on the Company's financial position.
(2) REAL ESTATE
(a) Real Estate is located in 16 states and consists of (in thousands):
December 31, 2004 December 31, 2003
----------------- -----------------
Income-producing:
Land $ 146,942 $ 134,928
Shopping centers 721,780 648,183
Office buildings 5,973 6,873
--------- ---------
Total 874,695 789,984
Less accumulated depreciation (84,608) (65,316)
--------- ---------
Real Estate - income-producing, net $ 790,087 $ 724,668
========= =========
Properties held for sale:
Land $ - $ 1,371
Shopping centers - 4,900
Undeveloped land - -
--------- ---------
Properties held for sale $ - $ 6,271
========= =========
(b) Real Estate is leased to tenants under leases expiring at various dates
through 2034, some of which contain renewal options of up to 55 years. Most of
the leases require base rentals payable monthly in advance; additional rentals
based on reimbursements of common area maintenance, insurance and real estate
taxes and in some leases, based on a percentage of tenants' sales; and rent
increases based on cost-of-living indices.
38
During 2004, 2003, and 2002, the Company recognized income from reimbursements
of common area maintenance, insurance, real estate taxes and percentage rent of
$26.2 million, $25.5 million, and $23.5 million, respectively. As of December
31, 2004, future minimum rental income under non-cancelable operating leases,
excluding rentals from the exercise of renewal options, is as follows:
Years ending December 31, (in thousands)
2005 $ 89,173
2006 82,188
2007 70,239
2008 60,116
2009 50,392
Thereafter 216,712
--------------
Total $ 568,820
==============
(c) Real Estate with a net book value of $717.2 million, at December 31, 2004,
is pledged as collateral for borrowings (Note 4).
(d) Acquisitions:
Acquisitions have been recorded as purchases in accordance with SFAS 141. Assets
and liabilities were recorded at fair market value. The acquisitions were not
material individually or in the aggregate.
- On February 17, 2004, the Company completed the acquisition of a
203,000 square foot shopping center in Worcester, Massachusetts for
a purchase price of $19.9 million including transaction costs. The
center is anchored by a 67,000 square foot supermarket. The shopping
center was funded using cash. In accordance with SFAS 141, the
Company recorded an intangible asset in the amount of $275,000 for
"at market" leases and an intangible liability in the amount of $2.3
million for below market leases.
- On August 6, 2004, the Company completed the acquisition of a
220,000 square foot shopping center in Harrisburg, Pennsylvania for
a purchase price of $17.3 million plus transaction costs. The center
is anchored by a 60,000 square foot supermarket. The shopping center
was funded by the assumption of $13 million in debt and the balance
in cash. In accordance with SFAS 141, the Company recorded an
intangible asset in the amount of $483,000 for "at market" leases.
- On August 17, 2004, the Company completed the acquisition of a
302,000 square foot shopping center in Manchester, Connecticut for a
purchase price of $28.2 million plus transaction costs. The center
is anchored by a 73,000 outlet marketplace. The shopping center was
initially funded using cash and the property was subsequently
pledged as collateral under the Credit Facility. In accordance with
SFAS 141, the Company recorded intangible assets in the amount of
$748,000 for "above market" rents and $589,000 for "at market"
leases.
- On April 3, 2003, the Company completed the acquisition of two
shopping centers, an office building and sixteen acres of land for
development for approximately $13.2 million including transaction
costs. The purchase included a 31,500 square foot Shop Rite
Supermarket and a fully occupied 14,000 square foot office building
in Springfield, New Jersey, a 54,000 square foot Shop Rite
Supermarket, and an adjacent sixteen acres of land approved for
development in Somers Point, New Jersey. The sixteen acres of land
are currently under development. The properties were purchased using
cash and the issuance of 386,153 common shares of beneficial
interest. The Company also had an obligation to issue an additional
228,939 common shares of beneficial interest upon the satisfaction
of certain conditions. The liability for these shares have been
accrued in accounts payable and other liabilities. In 2005 those
conditions were satisfied and the additional shares were issued on
January 27, 2005.
39
- 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
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. In accordance with
SFAS 141, the Company recorded a premium on the assumed debt in the
amount of $1.8 million for an "above market" interest rate.
- 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 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
debt. In accordance with SFAS 141, the Company recorded a premium on
the assumed debt in the amount of $588,000 for an "above market"
interest rate.
- On April 26, 2002, the Company completed the acquisition of a 75,400
square foot shopping center located in Killingly, Connecticut for a
purchase price of $8.4 million, including transaction costs. The
purchase was initially made using cash and the property was
subsequently pledged as collateral in the new Credit Facility. A
50,000 square foot supermarket anchors the center.
- On August 22, 2002, the Company completed the acquisition of a
vacant 2,650 square foot free-standing building in Plymouth Meeting,
Pennsylvania for a purchase price of $1.1 million including
transaction costs.
(d) Dispositions:
- On March 15, 2004, the Company sold an 83,000 square foot shopping
center in Capitol Heights, Maryland. The sale price of the shopping
center was $7 million with net proceeds of approximately $1.2
million after the repayment of debt in the amount of $5.2 million.
The Company recognized a loss of approximately $4,000.
- On August 6, 2004 the Company sold a portion of its shopping center
in Spartanburg, South Carolina. The 11 acre parcel was sold for $3.5
million with net proceeds of approximately $2.7 million and the
Company recorded a loss of approximately $737,000 as a result. The
portion of the property sold is not considered a component of an
entity because the cash flows are not clearly distinguished, and
therefore the income and loss are included in income from continuing
operations.
- On January 21, 2003, the Company sold a three acre out-parcel at its
Bensalem Square shopping center in Bensalem, Pennsylvania for net
cash proceeds of $700,000 and recognized a gain of approximately
$600,000.
- On March 6, 2003, the Company sold a 28 acre parcel of unimproved
land located in Miramar, Florida for net cash proceeds of
approximately $3.5 million and recognized a gain of approximately
$1.1 million.
- On May 2, 2003, the Company sold a nine acre parcel of unimproved
land in Dania, Florida for net cash proceeds of approximately $3.7
million and a gain of approximately $665,000.
- On September 2, 2003, the Company sold a 22,800 square foot office
building in West Palm Beach, Florida for net cash proceeds of
approximately $1.2 million and recognized a gain of approximately
$675,000.
- On September 5, 2003, the Company sold a 221,000 square foot
shopping center in Phillipsburg, New Jersey for net cash proceeds of
approximately $7.6 million and recognized a gain of approximately
$1.1 million.
- On October 16, 2003, the Company sold a free standing building in
the Marumsco-Jefferson Plaza in Woodbridge, Virginia for net cash
proceeds of $677,000 and recognized a gain of approximately
$336,000.
40
- On October 16, 2003, the Company assigned its leasehold interest in
a free standing building in Orange, Connecticut for net cash
proceeds of $100,000 and recognized a loss of approximately
$112,000.
- On March 11, 2002, the Company sold a free-standing building in
Frederick, Maryland, for net cash proceeds of $722,000 and
recognized a gain of $211,000.
- On December 31, 2002, the Company sold a shopping center in
Columbus, Mississippi, for net cash proceeds of $1.6 million and
recognized a loss of $257,000.
(e) Shopping Center Venture:
In July 2003, the Company formed a joint venture with Tower Fund ("Tower"), for
the purpose of acquiring real estate assets. Tower is a commingled separate
account available through annuity contracts of Metropolitan Life Insurance
Company (New York, New York) and managed by Blackrock Realty, Inc (formerly SSR
Realty Advisors). The Company administers the day-to-day affairs of the joint
venture which is owned 80% by Tower and 20% by the Company. The joint venture
owns four shopping centers comprising 553,000 square feet in Vestal, New York.
The joint venture properties were purchased by the joint venture for $69.7
million plus transaction costs. The Company's equity contribution to the joint
venture was approximately $6 million including transaction costs.
(3) MORTGAGE NOTES RECEIVABLE
At December 31, 2004, the Company's mortgage notes receivable consisted of $20.7
million. On June 15, 2004, a mortgage note in the amount of $8.2 million due
from H. Irwin Levy, a trustee, was sold to Bank of America for $10.4 million. In
this transaction, the Company recognized $2.2 million in other income as a
result of the premium received on the note. The remaining notes (collectively
the "Recreation Notes") are secured by first mortgages on the recreation
facilities at two Century Village adult condominium communities in southeast
Florida. Two of the three notes provide for self-amortizing equal monthly
principal and interest payments in the aggregate amount of $4.4 million per
annum, through January 2012, and bear interest at annual rates ranging from
13.25% to 13.5%. The third note provides for self-amortizing equal monthly
payments of principal and interest in the aggregate amount of $418,000 per annum
through January 1, 2007 and bears interest at 8.84%. The notes are pledged as
collateral for certain borrowings. The notes that mature in January 2012 are
prepayable in 2007.
The mortgage notes receivable at December 31, 2004, mature as follows (in
thousands):
One year or less $ 2,091
After one year through five years 12,220
After five years 6,430
-------------
Totals $ 20,741
=============
(4) BORROWINGS
Borrowings consist of (in thousands):
December 31, December 31,
2004 2003
------------ ------------
Mortgage notes payable through June 2013, interest fixed at a rate of 6.12% per
annum,collateralized by mortgages on fifteen shopping centers (see Notes 2 and 4a) $ 190,000 $ 190,000
Mortgage notes, net of unamortized premium of $2 million and $2.3 million for
2004 and 2003, respectively, payable through May 2028, interest ranging from
4.29% to 9.22% per annum,collateralized by mortgages on twenty-four shopping
centers (see Note 2) 202,461 182,107
41
Mortgage notes payable through October 2008, interest fixed at 7.00% per
annum, collateralized by mortgages on nine shopping centers (see Notes 2 and 4b) 61,482 62,338
Mortgage note, payable through June 2007, interest fixed at 5.15% per annum
through December 2006, collateralized by the recreation notes (see Note 5) 13,631 -
Line of credit payable through December 2007, interest at borrowers election of
prime plus .25% or one, three or six month LIBOR plus a minimum of 1.35% to a
maximum of 1.75% (3.61% at December 31, 2004), collateralized by mortgages
on eighteen shopping centers (see Notes 2 and 4c) 73,500 1,988
Collateralized Mortgage Obligations, net of unamortized discount of $102,000
based on a fixed effective interest rate of 8.84% per annum, collateralized by
certain of the Recreation Notes (see Note 3), with quarterly self-amortizing
principal and interest payment required through March 2007 - 14,638
---------- ---------
Totals $ 541,074 $ 451,071
========== =========
(a) Effective June 16, 2003, the Company entered into a ten year, fixed rate
loan agreement with Metropolitan Life Insurance Company (the "Metlife Loan") for
a loan in the amount of $190 million. The Metlife Loan is secured by fifteen
shopping center properties (the "Mortgaged Properties") and the remaining
principal balance of the Metlife Loan is due in June 2013. The Metlife Loan
bears a fixed interest rate of 6.12% per annum and requires monthly payments of
interest only for the first two years of the ten year term and monthly payments
of interest and principal based on a 30-year amortization for the remaining
term.
(b) In 1998, the Company obtained a $65.9 million fixed rate mortgage from
Salomon Brothers Realty Corp. This loan is secured by a first mortgage on nine
properties acquired by the Company in September 1998. The mortgage loan bears a
fixed interest rate of 7% per annum and requires monthly payments of interest
and principal based on a 30-year amortization. The loan matures on October 1,
2008.
(c) Effective December 20, 2002, the Company entered into a loan agreement (the
"Loan Agreement") with Bank of America ( previously Fleet National Bank, N.A.)
on its own behalf and as agent for certain other banks providing for a credit
facility (the "Credit Facility"). As of December 30, 2002, the date of the
initial funding, the maximum amount of the Credit Facility was then $100
million. 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 and is secured by
guarantees by the Company and those of its subsidiaries who have provided
mortgages to the lenders, seventeen first mortgages on shopping centers and a
first priority security interest in the membership interests and partnership
interests of the subsidiary entities. The Credit Facility contains various
financial covenants that must be observed. The Company was in compliance with
these covenants at December 31, 2004. 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. On September 30, 2004, the Company modified and extended
the Credit Facility extending the maturity for two years with an option to
extend for one additional year, adding the right to increase the Credit Facility
amount to $200 million within 24 months after the date of the extension, and
added a $20 million swingline loan feature. The Credit Facility also was amended
so that 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 130 to 175 basis points
based on such ratio. Interest rates may be set for one, three or six-month
periods. The outstanding balance on the Credit Facility was $73.5 million as of
December 31, 2004. Based on the current collateral the Company can borrow an
additional $27.6 million as of December 31, 2004.
42
(d) Certain loans require the Company to establish a capital and tenant
improvement ("TI") reserve account. Funds in the capital and TI reserve accounts
may be used to fund capital improvements, repairs, alterations, tenant
improvements and leasing commissions at the mortgaged properties.
(e) Maturities of borrowings are as follows (in thousands):
Years ending December 31,
2005 $ 13,828
2006 31,302
2007 95,644
2008 90,568
2009 17,721
Thereafter 292,011
-----------
Total $ 541,074
===========
(f) In June 2004 the Company entered into an interest rate swap contract with a
notional amount of $14.5 million, which expires in December 2006. The interest
rate swap has an effective interest rate of 5.15% on $14.5 million of the
Company's debt.
(5) CONTINGENCIES
The Company is subject to various claims and complaints relative to its business
activities. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company's financial
position.
(6) RELATED PARTY TRANSACTIONS
H. Irwin Levy ("Mr. Levy")
In 1981, CV Reit sold the recreation facilities at the Century Village in Boca
Raton to Mr. Levy, a Trustee, for $18 million, subject to a lease to a
corporation currently owned by Mr. Levy. (The annual net rental to Mr. Levy on
that lease is $2.2 million.) At closing, Mr. Levy issued a 30-year non-recourse
promissory note to CV Reit in the principal amount of $12.5 million which bears
interest at 13.25% per annum. On June 15, 2004, the Company sold the mortgage
note which had an outstanding balance of $8.2 million to Bank of America for
$10.4 million, recognizing the premium received in the amount of $2.2 million.
During each of 2004, 2003, and 2002, the Company recognized $508,000, $1.2
million, and $1.2 million, respectively, in interest income on this note.
Since 1990, companies owned by Mr. Levy and/or certain members of his family
have leased, managed and operated the recreation facilities at the Century
Villages in West Palm Beach, Deerfield Beach, and Boca Raton, which are
collateral for certain notes held by the Company with an outstanding balance of
$20.7 million at December 31, 2004. During 2003 and 2002, the Company leased
approximately 4,600 square feet of office space to those companies and other
companies controlled by Mr. Levy on a month-to-month basis and received
approximately $35,000 and $55,000, respectively, for payment of rent, utilities
and operating expenses. On September 2, 2003, the office building containing the
leased space was sold.
Louis P. Meshon, Sr. ("Mr. Meshon")
On June 16, 2000, the Company sold to Mr. Meshon, Sr., President, Chief
Executive Officer, and a Trustee, 75,000 restricted Common Shares at the then
current market price per Common Share of $10.16 for a total of $762,000,
evidenced by a full recourse promissory note that matures on June 15, 2005. The
note and its collateral consisting of the restricted Common Shares, and Mr.
Meshon's obligations under the note, will terminate on the earlier to occur of:
(i) the note's full satisfaction, (ii) the note's fifth anniversary (if Mr.
Meshon is still employed by the Company), or (iii) the termination of Mr.
Meshon's employment following a change of control, termination of the employment
of Mr. Meshon without cause or by Mr. Meshon for good reason, or because of Mr.
Meshon's death or disability. The Company will pay to him an amount equal to any
taxes payable by him, on a full gross-up basis, at the time his obligations
under the note terminate. The note has been reflected as unearned compensation
in the statement of
43
beneficiaries' equity and is being amortized over five years to compensation
expense. The note was issued prior to the prohibitions on related party loans as
stated in the Sarbanes-Oxley Act of 2002.
Louis P. Meshon, Sr. and Patricia Meshon, his wife, in the aggregate, own 99% of
the voting stock (a 5% equity interest) in Drexel Realty, Inc. ("Drexel"), the
management company in which Montgomery CV Realty L.P. owns 1% of the voting
stock and 100% of the non-voting stock (a 95% equity interest). In 2004, 2003,
and 2002 Drexel did not make any payments to Mr. Meshon.
In addition, Drexel manages the following third-party owned properties in which
Louis P. Meshon, Sr. has the following partnership interests:
Meshon Partnership
Properties Interest Percentage
---------- -------------------
Renaissance Plaza 20.75%
Montgomery A.C., Inc. (owns 1% general partnership
interest in Renaissance Plaza) 50.00%
Laurel Mall (indirect ownership through MTGY
Associates) (Louis P. Meshon, Sr., directly and indirectly
owns 95.93% of the corporate general partner of
Laurel Mall Associates) 29.00%
In 2004, 2003, and 2002, the owners of these properties paid Drexel $288,100,
$259,300, and $279,500, respectively, for management and leasing services.
Under the Proposed Merger, prior to the effective time of the merger, in
exchange for certain interests in (i) Drexel, held by Louis P. Meshon, Sr., and
his spouse, and (ii) CV Partner Holdings, L.P., a subsidiary of Kramont, held by
Mr. Meshon, Mr. Meshon will receive certain rights held by Royce Realty, Inc., a
wholly owned subsidiary of Drexel, to use of the assumed name (doing business
as) "Montgomery Realty Company" in New Jersey and Pennsylvania, and Kramont will
enter into an agreement of indemnity in favor of Mr. Meshon relating to certain
mortgage and environmental guarantees of Mr. Meshon with respect to Mount Carmel
Plaza Associates, L.P., a subsidiary of Kramont.
Milton S. Schneider ("Mr. Schneider")
Mr. Milton S. Schneider, a Trustee, is the Chief Executive Officer of The
Glenville Group ("Glenville"), a company involved in the development, ownership,
and management of commercial and residential properties. The Company leases
approximately 2,300 square feet of office space to Glenville in accordance with
a five-year lease effective June 1, 1999 and expiring on May 31, 2004. Since
June 1, 2004, Glenville has been on a month-to-month lease. During 2004, 2003,
and 2002 The Glenville Group paid the Company approximately $67,300, $57,900,
and $58,100, respectively, for payment of rent, electric and other operating
expenses.
(7) FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments are as follows
(in thousands):
As of December 31,
2004 2003
------------------------------------------------------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
----------- ----------- --------- -----------
Real estate mortgage notes receivable $ 20,741 $ 26,007 $ 31,070 $ 39,351
44
Cash and cash equivalents 8,022 8,022 9,196 9,196
Borrowings (541,074) (543,598) (451,071) (465,220)
Interest rate swaps (25) (25) (477) (477)
Real estate mortgage notes receivable - The fair value of the fixed rate,
Recreation Notes (Note 3) is estimated by discounting the future cash flows
using the current rates at which similar loans would be made with similar credit
ratings and for the same remaining maturities.
Borrowing rates currently available to the Company for debt with similar terms
and remaining maturities are used to estimate the fair value of the Company's
borrowings.
(8) BENEFICIARIES' EQUITY
Shelf Registration
On April 3, 2002, the Company filed a shelf registration statement on Form S-3
("Shelf Registration Statement") 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 April 8, 2004, the Company filed a post-effective amendment to the Shelf
Registration Statement. As of that date, the Company had issued common shares
and preferred shares registered under the Shelf Registration Statement with an
aggregate initial offering price of $131,586,500, leaving securities with an
aggregate maximum initial offering price of $18,413,500 unsold under the Shelf
Registration Statement (the "Remaining Amount"). The Company removed from
registration the Remaining Amount of securities registered but unsold under the
Shelf Registration Statement.
On April 8, 2004, the Company filed a new shelf registration statement on Form
S-3 ("New Shelf Registration Statement") to register $250 million in common and
preferred shares of beneficial interest, depository shares, warrants and debt
securities. The New Shelf Registration Statement became effective April 21,
2004.
Common Shares of Beneficial Interest
On May 16, 2002, under the Shelf Registration Statement, the Company sold 2.3
million of its common shares of beneficial interest to certain investment
advisory clients of Cohen & Steers Capital Management, Inc. for net proceeds of
$31.3 million. The Company used $6.1 million for the purchase of Series A-1
Increasing Rate Cumulative Convertible Preferred Shares of beneficial interest
("Preferred A"), $8.4 million for the purchase of a shopping center in
Killingly, Connecticut, $1.1 million for the purchase of a free standing
building in Plymouth Meeting, Pennsylvania, and paid down debt in the amount of
$8 million. The Company used the balance of the proceeds for acquisitions, debt
reductions, and other corporate purposes.
On December 31, 2002, under the Shelf Registration Statement, the Company sold
1.8 million of its common shares of beneficial interest to Teachers Insurance
and Annuity Association of America and certain investment advisory clients of
Kensington Investment Group, Inc. and Teachers Advisors, Inc. for net proceeds
of $25.5 million. The Company used $25 million to pay down debt. The Company
used the balance of the proceeds for general corporate purposes.
On January 2, 2003, under the Shelf Registration Statement, the Company sold
280,000 of its common shares of beneficial interest to Teachers Insurance and
Annuity Association of America and certain investment advisory clients of
Kensington Investment Group, Inc. and Teachers Advisors, Inc. for net proceeds
of $4 million. The Company used the $4 million to pay down debt.
On April 3, 2003 the Company issued 386,153 common shares of beneficial interest
in conjunction with the purchase of two shopping centers, an office building and
sixteen acres of land in New Jersey. The Company has a
45
future obligation to issue an additional 228,939 common shares of beneficial
interest upon the satisfaction of certain conditions. In 2005, those conditions
were satisfied and the additional shares were issued on January 27, 2005.
On July 25, 2003 the Company issued 185,018 common shares of beneficial interest
in conjunction with the purchase of a shopping center in Vestal, New York.
Preferred Shares of Beneficial Interest
The Series B-1 Cumulative Convertible Preferred Shares of Beneficial Interest
("Preferred B") with a face amount of $25.00 per share, have a liquidation
preference of $25.00 per share and a distribution rate of 9.75% of the
liquidation preference ($2.4375 per share) per annum, paid quarterly. The
Preferred Bs are convertible into common shares of beneficial interest at $17.71
per share and are redeemable at the option of the Company after February 27,
2002 at $25.00 per share, if the aggregate liquidation preference of all
outstanding Preferred B's are less than $3 million.
On May 15, 2002, the Company purchased all 11,155 Preferred A for $6.1 million,
including costs. The purchase was recorded using the cost method. The Preferred
As, with a face amount of $1,000 per share, had a distribution rate of 6.50% of
the redemption price during 2001 and thereafter.
On December 30, 2003, under the Shelf Registration Statement, the Company issued
2,400,000 shares of Series E Cumulative Redeemable Preferred Shares of
Beneficial Interest ("Preferred E") with a face amount of $25.00 per share. The
Preferred E's have a distribution rate of 8.25% of the liquidation preference
($2.0625 per share) per annum, paid quarterly. The net proceeds to the Company,
after fees and expenses, were approximately $58.5 million. A portion of the
proceeds were used by the Company to redeem the Company's 9.5% Series D
Cumulative Redeemable Preferred Shares of Beneficial Interest ("Preferred D"),
and the remainder of the proceeds were used for general corporate purposes.
On January 30, 2004, the Company redeemed all of its outstanding Preferred D
shares for $25.00 per share plus accrued and unpaid distributions though January
30, 2004 of $0.066 per share. The total outstanding shares redeemed were
1,653,200 with a par value of $.01 per share. At that time, the Company retired
all 1,800,000 shares of Preferred D shares originally issued. In connection with
the redemption of the Series D preferred shares, the Company's first quarter
2004 results reflect a non-recurring reduction in income to common shareholders
of beneficial interest of approximately $17.7 million. This reduction was
recorded in accordance with the July 31, 2003 Securities and Exchange Commission
interpretation of FASB-EITF Abstract Topic No. D-42, "The Effect on the
Calculation of Earnings per Share for the Redemption or Induced Conversion of
Preferred Stock" ("Topic D-42"). Under Topic D-42, the difference between the
carrying amount of the shares and the redemption price must be recorded as a
reduction in income to shareholders of beneficial interest and, therefore,
impacts net income per share for the period in which the redemption is made.
On February 27, 2004 under the Shelf Registration Statement, the Company sold
400,000 of its Preferred E shares to certain investment advisory clients of
Cohen & Steers Capital Management, Inc. for net proceeds of $10 million. Shares
were priced at $25.50 and the purchasers paid accrued dividends of $.3306 per
share. There were no placement or underwriting fees associated with the
transaction. The Company used the $10 million for general corporate purposes.
Operating Partnership Units
The owners of the minority interests hold operating partnership units ("OP
Units") which are convertible into common shares of beneficial interest on a one
to one basis. The Company has the option to issue the common shares of
beneficial interest or redeem them for cash equal to the then fair market value
of the common shares at the time of the conversion. At December 31, 2004, there
were 1,666,152 outstanding OP Units in the OPs.
46
Subsequent Events
As mentioned above, in connection with an acquisition of a property in New
Jersey on April 3, 2003, the Company had a future obligation to issue 228,939
common shares of beneficial interest upon the satisfaction of certain
conditions. In 2005, those conditions were met and the additional shares were
issued on January 27, 2005.
Stock Options
The Company maintains stock option plans for the granting of options to certain
executives, employees and non-employee trustees. Under these plans, qualified
and nonqualified stock options to purchase up to 2,700,000 Common Shares of the
Company's common shares may be granted. Options become exercisable as determined
by the compensation committee of the Board of Trustees at the date of grant. The
maximum term of the options granted under each of the plans is ten years.
Changes in options outstanding are summarized as follows:
Weighted
Weighted Average
Average Fair Value
Exercise Per Share
Price Per Of Options
Shares Share Granted
------ --------- ----------
Stock options outstanding at January 1, 2002 1,070,200 $ 11.00 $ .77
2002:
Granted - equal to market value 111,500 $ 14.69 $ 1.51
Exercised: (54,800) $ 11.58 $ 1.21
Expired: (664,150) $ 19.97 $ .06
---------
462,750
2003:
Granted - equal to market value 25,000 $ 16.80 $ 2.27
Exercised: (96,222) $ 13.64 $ 2.54
Expired: (2,000) $ 14.65 $ .57
---------
389,528
2004:
Granted - equal to market value - - -
Exercised: (111,683) 13.64 1.70
Expired: (4,000) 19.42 .08
---------
Stock options outstanding at December 31, 2004: 273,845
=========
Total stock options available for future grants are 1,863,287 as of December 31,
2004.
The following table summarizes information about stock options outstanding at
December 31, 2004:
Options Outstanding
Number of Weighted Options Exercisable
Options Average Weighted Number Weighted
Range of Exercise Outstanding at Remaining Average Exercisable at Average
Prices ($) 12/31/04 Contractual Life Exercise Price ($) 12/31/04 Exercise Price ($)
---------- -------- ---------------- ------------------ -------- ------------------
$ 10.16 - 10.16 8,500 5.50 years $ 10.16 4,600 $ 10.16
$ 12.50 - 17.13 254,845 5.11 years $ 14.52 246,511 $ 14.55
$ 19.06 - 19.19 10,500 3.21 years $ 19.10 10,500 $ 19.10
-------- --------
47
$ 10.16 - 19-19 273,845 5.05 years $ 14.56 261,611 $ 14.66
======= =======
At December 31, 2003 and 2002, 364,061 and 423,050 options were exercisable at
average exercise prices of $14.48 and $14.23, respectively.
Restricted Shares
On April 1, 2002, the Company awarded an executive 10,000 restricted shares of
beneficial interest at the then current market price of $13.55 for a total value
of $135,500. One-third of the restricted common shares vested immediately. The
remaining two-thirds vested equally on March 31, 2003, and on March 31, 2004. On
July 1, 2002, the Company awarded to certain executives and employees 28,890
restricted shares of beneficial interest at the then current market price per
Common Share of $15.75 for a total value of $455,018. One-third of the
restricted common shares vested immediately. The remaining two-thirds vested
equally on July 1, 2003, and on July 1, 2004. On July 1, 2003, the Company
awarded to certain executives and employees 31,547 restricted shares of
beneficial interest at the then current market price per Common Share of $16.72
for a total value of $527,466. One-third of the restricted common shares vested
immediately, another one-third vested on July 1, 2004, and the final one-third
will vest on July 1, 2005, if the executive is an employee of the Company on
that date. On September 30, 2004, 498 restricted shares from the 2003 award were
forfeited when an employee resigned from his position with the Company. On June
25, 2004 the Company awarded to the non-executive members of the Board of
Trustees 6,000 restricted shares of beneficial interest at the then current
market price per Common Share of $16.17 for a total value of $97,020, with such
shares vesting immediately. On July 1, 2004, the Company awarded to certain
executives and employees 31,469 restricted shares of beneficial interest at the
then current market price per Common Share of $15.97 for a total value of
$502,560. One-third of the restricted common shares vested immediately. The
remaining two-thirds will vest equally on July 1, 2005, and on July 1, 2006, if
the executive is an employee of the Company on the respective dates. On August
22, 2004 the Company awarded an executive 1,000 restricted shares of beneficial
interest at the then current market price per Common Share of $16.99 for a total
value of $16,990. One-third of the restricted common shares vested immediately.
The remaining two-thirds will vest equally on July 1, 2005, and on July 1, 2006,
if the executive is an employee of the Company on the respective dates. The
awarded shares entitle the executive to exercise all voting and/or consensual
powers pertaining to such shares and to receive any and all dividends or other
distributions on such shares. Any unvested shares shall immediately vest in the
event of a change in control of the Company, the death or permanent disability
of the executive or the termination of the executive without cause.
(9) EARNINGS PER SHARE
Basic earnings per share was determined by dividing the applicable net income to
common shareholders for the year by the weighted average number of Common Shares
outstanding during each year consistent with SFAS No. 128. Diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue Common Shares were exercised or converted into Common Shares
or resulted in the issuance of Common Shares that then shared in the earnings of
the Company. The following table sets forth the computation of basic and diluted
earnings per share from continuing operations for the periods indicated.
For years ended December 31: 2004 2003 2002
---------------------------- ---- ---- ----
Numerator
Income from continuing operations $ 25,931 $18,324 $17,033
Preferred share distributions (8,862) (6,811) (7,083)
Charge for redemption of preferred shares (17,691) - -
--------- ------- -------
Income from continuing operations-basic earnings per share (622) 11,513 9,950
Effect of assumed conversion of employee stock options - - -
--------- ------- -------
Income from continuing operations-diluted earnings per share (622) 11,513 9,950
48
Denominator
Weighted average shares - basic earnings per share 24,123,245 23,757,692 20,380,949
Effect of assumed conversion of employee stock options - 54,107 20,146
---------- ---------- ----------
Weighted average shares -diluted earnings per share 24,123,245 23,811,799 20,401,095
Basic earnings per share from continuing operations (.03) .48 .49
Diluted earnings per share from continuing operations (.03) .48 .49
The Preferred B shares, OP Units and 273,845, 44,500, and 197,583 stock options
have been excluded in 2004, 2003, and 2002, respectively, from above calculation
since they are antidilutive.
(10) BENEFIT PLAN
The Company has a defined contribution plan covering all full time employees
qualified under Section 401(k) of the Code in which the Company matches a
portion of an employee's salary deferral. The Company's contributions to these
plans were $148,106, $163,400, and $151,000 for the years ended December 31,
2004, 2003, and 2002, respectively.
(11) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data follows (in thousands, except per share data):
Quarters Ended
March 31 June 30 September 30 December 31
-------- -------- ------------ -----------
2004:
Revenues $ 29,076 $ 29,049 $ 29,817 $ 30,327
Income from continuing operations 6,727 7,511 6,098 5,595
Income (loss) from discontinued
operations 17 - - -
Net income 6,744 7,511 6,098 5,595
Income (loss) to common shareholders (13,317) 5,346 3,933 3,433
Per common share, basic and diluted (.55) .22 .16 .14
2003:
Revenues $ 26,986 $ 25,977 $ 27,564 $ 28,000
Income from continuing operations 3,878 3,962 5,480 5,004
Income from discontinued operations 1,627 684 1,900 814
Net income 5,505 4,646 7,380 5,818
Income to common shareholders 3,803 2,943 5,677 4,115
Per common share, basic and diluted .16 .12 .24 .17
2002:
Revenues $ 24,866 $ 25,378 $ 25,276 $ 26,870
Income from continuing operations 4,171 4,613 4,175 4,074
Income (loss) from discontinued
operations 427 (68) 226 416
Net income 4,598 4,545 4,401 4,490
Income to common shareholders 2,714 2,752 2,698 2,787
Per common share, basic and diluted .14 .14 .13 .13
(12) PROPOSED MERGER
On December 19, 2004, the Company entered into an Agreement and Plan of Merger
providing for the merger of the Company into an affiliate of Melbourne,
Australia-based Centro Properties Limited (ASX:CNP), and for the merger of other
affiliates of Centro into Kramont Operating Partnership, L.P. and Montgomery CV
Realty L.P. On January 27, 2005, the parties amended the Agreement and Plan of
Merger. A special meeting of our shareholders will be held April 14, 2005 to
consider and vote on the proposed merger. If approved, the companies anticipate
completing the merger as soon as practicable.
49
KRAMONT REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION
DECEMBER 31, 2004
(IN THOUSANDS)
COSTS GROSS AMOUNT
INITIAL CAPITALIZED AT WHICH CARRIED
COST TO SUBSEQUENT DECEMBER 31,
DESCRIPTION ENCUMBRANCES COMPANY TO ACQUISITION 2004
---------------------------------------- -------------- ---------- -------------- ------------------
SHOPPING CENTERS
PENNSYLVANIA
555 Scott Street Center $ - $ 736 - $ 736
550 West Germantown Pike (3) - 1,079 30 1,109
69th Street Plaza - 3,620 236 3,856
Barn Plaza 18,200 22,918 7,485 30,403
Bensalem Square 4,900 6,207 165 6,372
Bethlehem Square 19,300 28,014 332 28,346
Bradford Mall - 3,825 1,390 5,215
Bristol Commerce Park 14,800 13,955 2,556 16,511
Chalfont Village Shopping Center (4) - 1,574 135 1,709
Cherry Square Shopping Center (2) - 6,831 222 7,053
Chesterbrook Village Center 10,500 13,359 946 14,305
Collegeville Shopping Center 4,367 7,179 1,024 8,203
County Line Plaza 4,557 5,391 2,557 7,948
Danville Plaza 409 1,556 55 1,611
Dickson City - 4,330 10 4,340
Franklin Center (2) - 7,529 3 7,532
Gilbertsville Shopping Center 2,303 3,827 409 4,236
Kline Plaza 12,960 17,312 - 17,312
MacArthur Road (2) - 3,059 69 3,128
Mount Carmel Plaza 618 2,102 37 2,139
New Holland Plaza 823 1,168 743 1,911
North Penn Marketplace 4,146 4,751 218 4,969
Park Hills Plaza 13,100 15,085 748 15,833
Pilgrim Gardens (2) - 4,501 771 5,272
Shoppes at Valley Forge 6,400 5,254 9,294 14,548
Street Road 4,700 6,165 58 6,223
Valley Fair 10,500 14,355 1,049 15,404
Village at Newtown 26,000 27,657 294 27,951
Village West 13,473 19,040 890 19,930
Whitehall Square 17,500 23,239 1,473 24,712
Whitemarsh Shopping Center 6,708 10,771 429 11,200
Woodbourne Square 2,700 4,267 315 4,582
GEORGIA
Bainbridge Town Center (2) - 6,800 164 6,964
Douglasville Crossing 14,150 13,284 28 13,312
Holcomb Bridge - 7,066 85 7,151
Northpark (2) - 12,255 132 12,387
Park Plaza (2) - 3,137 69 3,206
Snellville Oaks 11,542 11,220 19 11,239
Summerville Wal Mart Center 2,150 2,391 - 2,391
Tifton Corners 8,118 8,923 147 9,070
Tower Plaza (2) - 4,300 90 4,390
Vidalia Wal Mart Center 4,026 4,452 - 4,452
Village at Mableton 9,837 12,680 149 12,829
CONNECTICUT
Burr Corners (2) 27,163 699 27,862
Christmas Tree Plaza 11,803 20,166 19 20,185
Groton Square 14,800 21,708 2,196 23,904
Killingly Plaza (2) - 8,368 49 8,417
Manchester K Mart Plaza - 4,529 141 4,670
Milford - 2,572 7 2,579
Parkway Plaza I - 3,612 82 3,694
Parkway Plaza II - 4,033 665 4,698
Stratford Square 5,023 10,500 1,799 12,299
DATE DEPRECIABLE
ACCUMULATED CONSTRUCTED LIFE
DESCRIPTION DEPRECIATION OR ACQUIRED (YEARS)
------------------------------------------------ ---------------- ----------------- -------------
SHOPPING CENTERS
PENNSYLVANIA
555 Scott Street Center (116) 1997 7 - 40 (1)
550 West Germantown Pike (3) (4) 2002 7 - 40 (1)
69th Street Plaza (339) 2000 7 - 40 (1)
Barn Plaza (2,545) 2000 7 - 40 (1)
Bensalem Square (626) 2000 7 - 40 (1)
Bethlehem Square (2,598) 2000 7 - 40 (1)
Bradford Mall (456) 2000 7 - 40 (1)
Bristol Commerce Park (1,646) 2000 7 - 40 (1)
Chalfont Village Shopping Center (4) (238) 1999 7 - 40 (1)
Cherry Square Shopping Center (2) (944) 1999 7 - 40 (1)
Chesterbrook Village Center (2,421) 1997 7 - 40 (1)
Collegeville Shopping Center (1,186) 1998 7 - 40 (1)
County Line Plaza (1,446) 1997 7 - 40 (1)
Danville Plaza (267) 1997 7 - 40 (1)
Dickson City (677) 1997 7 - 40 (1)
Franklin Center (2) (688) 2000 7 - 40 (1)
Gilbertsville Shopping Center (706) 1998 7 - 40 (1)
Kline Plaza (144) 2004 7 - 40 (1)
MacArthur Road (2) (293) 2000 7 - 40 (1)
Mount Carmel Plaza (342) 1997 7 - 40 (1)
New Holland Plaza (316) 1998 7 - 40 (1)
North Penn Marketplace (778) 1998 7 - 40 (1)
Park Hills Plaza (1,506) 2000 7 - 40 (1)
Pilgrim Gardens (2) (477) 2000 7 - 40 (1)
Shoppes at Valley Forge (1,402) 2000 7 - 40 (1)
Street Road (587) 2000 7 - 40 (1)
Valley Fair (1,788) 2000 7 - 40 (1)
Village at Newtown (4,325) 1998 7 - 40 (1)
Village West (1,222) 2001 7 - 40 (1)
Whitehall Square (2,243) 2000 7 - 40 (1)
Whitemarsh Shopping Center (1,801) 1997 7 - 40 (1)
Woodbourne Square (939) 1997 7 - 40 (1)
GEORGIA
Bainbridge Town Center (2) (711) 2000 7 - 40 (1)
Douglasville Crossing (1,215) 2000 7 - 40 (1)
Holcomb Bridge (666) 2000 7 - 40 (1)
Northpark (2) (1,165) 2000 7 - 40 (1)
Park Plaza (2) (321) 2000 7 - 40 (1)
Snellville Oaks (1,029) 2000 7 - 40 (1)
Summerville Wal Mart Center (217) 2000 7 - 40 (1)
Tifton Corners (887) 2000 7 - 40 (1)
Tower Plaza (2) (426) 2000 7 - 40 (1)
Vidalia Wal Mart Center (404) 2000 7 - 40 (1)
Village at Mableton (1,205) 2000 7 - 40 (1)
CONNECTICUT
Burr Corners (2) (248) 2004 7 - 40 (1)
Christmas Tree Plaza (572) 2003 7 - 40 (1)
Groton Square (2,218) 2000 7 - 40 (1)
Killingly Plaza (2) (461) 2002 7 - 40 (1)
Manchester K Mart Plaza (454) 2000 7 - 40 (1)
Milford (296) 2000 7 - 40 (1)
Parkway Plaza I (330) 2000 7 - 40 (1)
Parkway Plaza II (363) 2000 7 - 40 (1)
Stratford Square (1,452) 2000 7 - 40 (1)
50
DECEMBER 31, 2004
(IN THOUSANDS)
COSTS GROSS AMOUNT
INITIAL CAPITALIZED AT WHICH CARRIED DATE DEPRECIABLE
COST TO SUBSEQUENT DECEMBER 31, ACCUMULATED CONSTRUCTED LIFE
DESCRIPTION ENCUMBRANCES COMPANY TO ACQUISITION 2004 DEPRECIATION OR ACQUIRED (YEARS)
----------- ------------- --------- -------------- ---------------- ------------ ----------- ------------
NEW JERSEY
Collegetown 8,500 10,693 1,761 12,454 (1,289) 2000 7 - 40 (1)
Lakewood Plaza Shopping Center 20,375 24,593 1,062 25,655 (3,439) 1999 7 - 40 (1)
Marlton Shopping Center -
Phase II 9,500 12,524 617 13,141 (1,997) 1998 7 - 40 (1)
Marlton Shopping Center -
Phase I 11,395 16,580 4,244 20,824 (3,718) 1998 7 - 40 (1)
Ocean Heights 9,881 9,832 12,567 22,399 (105) 2003 7 - 40
Rio Grande Plaza 7,500 14,417 146 14,563 (2,316) 1997 7 - 40 (1)
Springfield Supermarket (2) - 3,483 - 3,483 (122) 2003 7 - 40
Suburban Plaza - 16,544 39 16,583 (1,509) 2000 7 - 40 (1)
NEW YORK
A&P Mamaroneck - 1,598 - 1,598 (145) 2000 7 - 40 (1)
Campus Plaza-Vestal 8,083 13,718 72 13,790 (390) 2003 7 - 40
The Mall at Cross County 30,500 41,161 2,081 43,242 (4,119) 2000 7 - 40 (1)
Highridge 8,800 11,746 155 11,901 (1,112) 2000 7 - 40 (1)
North Ridge 5,600 6,886 590 7,476 (742) 2000 7 - 40 (1)
Port Washington - 495 - 495 (45) 2000 7 - 40 (1)
Village Square 2,100 2,935 148 3,083 (313) 2000 7 - 40 (1)
MARYLAND
Campus Village - 3,377 265 3,642 (373) 2000 7 - 40 (1)
Fox Run 16,700 19,752 681 20,433 (2,015) 2000 7 - 40 (1)
FLORIDA
Century Plaza (2) - 7,402 1,194 8,596 (1,868) 1976 15 - 39 (1)
Village Oaks 7,453 9,502 346 9,848 (886) 2000 7 - 40 (1)
KENTUCKY
Harrodsburg Marketplace (2) - 3,650 4 3,654 (332) 2000 7 - 40 (1)
MASSACHUSETTS
PerkinsFarm 13,100 19,837 2,138 21,975 (535) 2004 7 - 40 (1)
MICHIGAN
Musicland (3) - 3,700 - 3,700 (336) 2000 7 - 40 (1)
NORTH CAROLINA
Cary Plaza - 3,065 53 3,118 (304) 2000 7 - 40 (1)
Magnolia Plaza (2) - 4,900 7 4,907 (445) 2000 7 - 40 (1)
OHIO
Pickaway Crossing 5,843 6,654 71 6,725 (607) 2000 7 - 40 (1)
RHODE ISLAND
Wamapnoag Plaza (2) - 7,500 234 7,734 (681) 2000 7 - 40 (1)
SOUTH CAROLINA
East Main Centre - 5,126 (2,283) 2,843 (401) 2000 7 - 40 (1)
Park Centre (2) - 9,728 332 10,060 (909) 2000 7 - 40 (1)
TENNESSEE
Meeting Square 2,268 2,467 233 2,700 (269) 2000 7 - 40 (1)
VIRGINIA
Culpepper Town Mall (2) - 7,200 265 7,465 (744) 2000 7 - 40 (1)
Marumsco-Jefferson Plaza - 12,935 389 13,324 (1,421) 2000 7 - 40 (1)
Statler Crossing 5,932 6,054 56 6,110 (598) 2000 7 - 40 (1)
OFFICE BUILDINGS
Springfield Office, New Jersey - 2,311 - 2,311 (81) 2003 7 - 40 (1)
Plymouth Plaza, Pennsylvania (3) - 4,379 183 4,565 (736) 1997 7 - 40 (1)
--------- --------- -------- --------- ---------
Totals $ 453,943 (5) $ 806,559 $ 68,133 $ 874,695 $ (84,608)
========= ========= ======== ========= =========
(1) - Real Estate is depreciated over the estimated usefule lives of the assets
(7 to 40 years) on the straight-line method.
(2) - Real estate pledged as collateral for the Credit Facility. As of December
31, 2004, the outstanding balance on the Credit Facility was $73,500,000.
(3) - Real estate pledged as collateral for the secured line of credit with
Wachovia Bank, N.A.. As of December 31, 2004, the was no outstanding
balance on the line of credit.
(4) - Real estate pledged as collateral for the secured line of credit with
Wilmington Trust of Pennsylvania. As of December 31, 2004, the was no
outstanding balance on the line of credit.
(5) - Total encumbrances does not include the $73,500,000 balance of the Credit
Facilty.
51
KRAMONT REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004
(IN THOUSANDS)
The changes in total real estate for the three years ended December 31, 2003,
are as follows:
2004 2003 2002
Balance, beginning of year $ 796,255 $ 739,679 $ 723,247
New property acquisitions 66,432 38,397 9,447
Capital improvements 22,019 18,027 9,712
Reclass for property held for sale - (475) -
Sale of real estate (10,011) 627 (2,727)
--------- --------- ---------
Balance, end of period $ 874,695 $ 796,255 $ 739,679
========= ========= =========
The changes in accumulated depreciation for the three years ended December 31,
2003, are as follows:
2004 2003 2002
Balance, beginning of year $ 65,316 $ 48,811 $ 32,349
Depreciation for the year 19,651 17,960 16,579
Reclass for property held for sale - (475) -
Sale of real estate (359) (980) (117)
-------- -------- --------
Balance, end of period $ 84,608 $ 65,316 $ 48,811
======== ======== ========
52
KRAMONT REALTY TRUST AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2004
(IN THOUSANDS)
FINAL FACE CARRYING
INTEREST MATURITY AMOUNT OF AMOUNT OF
DESCRIPTION RATE DATE PERIODIC PAYMENT TERMS MORTGAGES MORTGAGES (a)
----------- -------- -------- ---------------------- --------- -------------
Permanent -
Recreation Facilities
Century Village at:
West Palm Beach, FL 13.25% 1/15/2012 Level P&I due monthly 18,342 11,477
Deerfield Beach, FL
(2nd mortgage) 13.50% 1/15/2012 Level P&I due monthly 13,235 8,414
Deerfield Beach, FL 8.84% 3/1/2007 Level P&I due monthly 3,485 850
--------
$ 20,741
========
Note: All loans are first mortgages except where noted, there are no prior liens
and no delinquent principal or interest.
(a)The changes in the carrying amounts are summarized as follows:
2004 2003 2002
Balance, beginning of period $ 31,070 $ 33,340 $ 35,340
Advances on new mortgage loans - - -
Retirement of mortgage loans (8,224) - -
Collections of principal (2,105) (2,270) (2,000)
-------- -------- --------
Balance, end of period $ 20,741 $ 31,070 $ 33,340
======== ======== ========
53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's "disclosure
controls and procedures," as that term is defined in Rule 13a-15(e) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
of December 31, 2004. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures
were effective as of December 31, 2004 to ensure that information required to be
disclosed by the Company in the reports that the Company files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and to ensure that such information is accumulated and communicated to
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Management's Annual Report on Internal Control over Financial Reporting and
Attestation Report of Independent Registered Public Accounting Firm
Our Management's Report on Internal Control over Financial Reporting and the
Attestation Report of our Independent Registered Public Accounting Firm thereon
will be filed by amendment to this Annual Report on Form 10-K not later than 45
days after March 16, 2005, as permitted by SEC Release No. 34-50754 (November
30, 2004), "Order Under Section 36 of the Securities Exchange Act of 1934
Granting an Exemption From Specified Provisions of Exchange Act Rules 13a-1 and
15d-1."
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting
during the quarter ended December 31, 2004 identified in connection with the
evaluation thereof by the Company's management, including the Chief Executive
Officer and Chief Financial Officer, that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information below, relating to each of the trustees has been furnished to
the Company by the respective individuals.
H. Irwin Levy, 78, has been a Trustee of the Company since the Company commenced
business operations at the time of the Merger in June 2000, and has been acting
Chairman of the Board since July 14, 2003. Mr. Levy was a Director and Chairman
of the Board of CV Reit from December 1997 to June 2000 when it merged into the
Company. Mr. Levy was Chairman of the Board and Chief Executive Officer of CV
Reit from 1985 to July 1992. Mr. Levy is Chairman of the Board, Chief Executive
Officer and a majority stockholder of Hilcoast Development Corp., which is
principally engaged in the ownership and management of recreation facilities at
an active adult condominium community in southern Florida. Since 1995, he has
served as a director of nStor Technologies, Inc. (manufacturer of information
storage and storage area network solutions) (AMEX). He is of counsel to the West
Palm Beach law firm of Levy, Kneen, Mariani, Curtin, Kornfeld and del Russo.
54
Louis P. Meshon, Sr., 64, has been Chief Executive Officer, President and a
Trustee of the Company since the Company commenced business operations at the
time of the Merger in June 2000. Mr. Meshon was a Director and Chief Executive
Officer of CV Reit from December 1997 to June 2000 when it merged into the
Company. Mr. Meshon was the President of Drexel Realty, Inc., doing business as
Montgomery Group Affiliates ("Drexel"), a shopping center developer and manager,
from 1974 when he co-founded Drexel, until 1997. In December 1997, companies
directly or indirectly owned or controlled by Mr. Meshon and engaged in the
development, management and ownership of community based shopping centers and an
office building in the aggregate totaling approximately 590,000 square feet,
consummated a transaction in which CV Reit acquired ownership of those
properties through its subsidiary, Montgomery CV Realty L.P. Mr. Meshon is a
member of NAREIT, the International Council of Shopping Centers and the Real
Estate Advisory Board of the Wharton School of the University of Pennsylvania.
Laurence Gerber, 48, has been a Trustee of the Company since June 2004. Mr.
Gerber is Chairman and Chief Executive Officer of EPOCH Senior Living, Inc., a
privately-held assisted living and long-term care facility owner and operator,
which he founded in 1997. Previously, Mr. Gerber was President and Chief
Executive Officer of The Berkshire Group, a private investment company focused
in real estate and related businesses, from 1990 to 1997. He also served as
President, Chief Executive Officer and Director of Berkshire Realty Company,
Inc. (NYSE), an apartment focused real estate investment trust, from 1990 to
1997 and as Chairman of Berkshire Mortgage Finance Company, a commercial
mortgage banking company, from 1987 to 1997. Mr. Gerber served as a member of
the Board of Directors of Cunningham Graphics International from 1998 to 2001
(NASDAQ), and as a Director and a member of the Executive Committee of
Harborside Healthcare (NYSE) from 1996 to 1997. Mr. Gerber is a member of the
Board's Audit Committee and Executive Compensation Committee.
Bernard J. Korman, 73, has been a Trustee of the Company since the Company
commenced business operations at the time of the Merger in June 2000. Mr. Korman
was a Trustee of Kranzco from 1997 to June 2000 when it merged into the Company.
Mr. Korman is Chairman of Philadelphia Health Care Trust, a non-profit
organization, NutraMax Products, Inc. (NASDAQ), a consumer healthcare products
company, and Omega Healthcare Investors, Inc. (a healthcare REIT)(NYSE). Mr.
Korman served as President and Chief Executive Officer of MEDIQ Incorporated
(healthcare services) (AMEX) from 1982 to 1995, and as Chairman of PCI Services,
Inc. from 1992 to 1996. Mr. Korman currently is a director of The New America
High Income Fund (financial services) (NYSE) and Medical Nutrition USA, Inc.
(nutrition-medicine products). Mr. Korman currently serves as an audit committee
member of The New America High Income Fund. Mr. Korman is a member of the
Board's Audit Committee, Executive Compensation Committee and Nominating and
Governance Committee.
Milton S. Schneider, 55, has been a Trustee of the Company since the Company
commenced business operations at the time of the Merger in June 2000. Mr.
Schneider was a Director of CV Reit from December 1997 to June 2000 when it
merged into the Company. Since 1995, Mr. Schneider has been Chief Executive
Officer of The Glenville Group, which is involved in the development, ownership
and management of commercial and residential properties. Since June 1995, Mr.
Schneider has also been Chairman of Togar Property Company, an apartment
development company located in Plymouth Meeting, Pennsylvania. In addition,
since June 1994, Mr. Schneider has been Vice Chairman of Parkland Management
Company, a financial services company, and since October 1994, he has been Vice
Chairman of Horvitz Newspapers, Inc. Mr. Schneider is Chairman of the Board's
Audit Committee, and a member of the Board's Nominating and Governance
Committee.
E. Donald Shapiro, 73, has been a Trustee of the Company since the Company
commenced business operations at the time of the Merger in June 2000. Mr.
Shapiro was a Trustee of Kranzco from 1994 to June 2000 when it merged into the
Company. Mr. Shapiro has been The Joseph Solomon Distinguished Professor of Law
at New York Law School since 1983 and is a Dean Emeritus. Mr. Shapiro also
serves as a director of the following entities: Loral Space and Communications
(formerly Loral Corporation) (satellite communications) (NYSE) since 1973; GHI
(health care provider) (not for profit) since 1994; Frequency Electronics (space
and communication components) (AMEX) since 1998; nStor Technologies, Inc
(manufacturer of information storage and storage area network solutions) (AMEX)
since 2003; and Vasomedical (medial equipment) (NASDAQ) since 1992. Mr. Shapiro
currently serves as an audit committee member of Loral Space and Communications,
Frequency Electronics and nStor Technologies, Inc. Mr. Shapiro is a member of
the Board's Audit Committee and Nominating and Governance Committee and Chairman
of the Board's Executive Compensation Committee.
55
Alan L. Shulman, 72, has been a Trustee of the Company since the Company
commenced business operations at the time of the Merger in June 2000. Mr.
Shulman was a Director of CV Reit from 1985 to June 2000 when it merged into the
Company, and he served as Chairman of the Board of CV Reit from August 1992
until May 1996. Mr. Shulman is a private investor and was previously a general
partner of Unitel Associates, Ltd., a Florida limited partnership engaged in the
ownership and operation of Holiday Inn motel properties, for more than twenty
years until its dissolution in 1987. Mr. Shulman was one of the founding
directors of Island National Bank, Palm Beach, Florida in 1988 and served on its
board until the bank was sold in 1998. From December 1997 until November 2000,
when the company was sold, Mr. Shulman served as a director of Engle Homes (real
estate development) (NASDAQ). Mr. Shulman is a member of the Board's Executive
Compensation Committee and Audit Committee, and is Chairman of the Board's
Nominating and Governance Committee.
During the Company's fiscal year ended December 31, 2004, the Board held seven
meetings. All trustees attended at least 75% of all meetings of the Board and
the committees thereof on which they served during the fiscal year ended
December 31, 2004.
All trustees who are not members of the Company's management meet at regularly
scheduled executive sessions without members of management present. The position
of presiding trustee at these meetings rotates among the non-management
trustees. At least one of these meetings each year includes only those trustees
who are "independent" under the current listing standards of the New York Stock
Exchange.
TRUSTEE INDEPENDENCE
The Board of Trustees has affirmatively determined that a majority of its
trustees (Messrs. Gerber, Korman, Schneider, Shapiro and Shulman) do not have
any material relationship with the Company and therefore are "independent" under
the current listing standards of the New York Stock Exchange.
BOARD COMMITTEES
The Board has an Audit Committee, a Nominating and Governance Committee and an
Executive Compensation Committee.
The Audit Committee acts pursuant to the Audit Committee Charter. A current copy
of the Audit Committee Charter is available to shareholders on the Company's web
site on the Internet. The Audit Committee is composed of Messrs. Gerber, Korman,
Schneider, Shapiro and Shulman. Each of the members of the Audit Committee
qualifies as an "independent" trustee under the current listing standards of the
New York Stock Exchange. The Board of Trustees has determined that the Company
has at least one "audit committee financial expert" serving on its Audit
Committee, Mr. Korman, as defined under the applicable Securities and Exchange
Commission rules. In addition, each of the members of the Audit Committee
satisfies the other requirements of the current New York Stock Exchange listing
standards for audit committee membership, including being deemed "financially
literate" by the Board of Trustees. Mr. Shapiro serves on the Audit Committees
of four public companies (including Kramont), and the Board of Trustees has
determined that such simultaneous service would not impair his ability to
effectively serve on the Company's Audit Committee. The Audit Committee is
directly responsible for the appointment, compensation, oversight, termination
and replacement of the Company's independent auditor (subject, if applicable, to
shareholder ratification), and has the sole authority to approve all audit
engagement fees and terms and all non-audit engagements with the independent
auditors. The other functions of the Audit Committee are described in the Audit
Committee Charter and also include determining the compatibility of non-audit
services of the Company's public accountants, if any, with the independence of
the public accountants. The Audit Committee met five times during the fiscal
year ended December 31, 2004.
The Nominating and Governance Committee was established on December 2, 2003 and
acts pursuant to the Nominating and Governance Committee Charter, a current copy
of which is available to shareholders on the Company's web site on the Internet.
The Nominating and Governance Committee is composed of Messrs. Shulman, Shapiro,
Schneider and Korman. Each of the members of the Nominating and Governance
Committee qualifies as an "independent" trustee under the current listing
standards of the New York Stock Exchange. The functions of the Nominating and
Governance Committee are to (1) assist the Board by identifying individuals
qualified to become Board members, and to recommend for selection by the Board
the Trustee nominees to stand for election for the
56
next annual meeting of the Company's shareholders; (2) recommend to the Board
the Trustee nominees for each committee of the Board (other than this
Committee); (3) oversee the evaluation of the Board and management; and (4)
oversee the Company's Corporate Governance Guidelines and Code of Business
Conduct and Ethics. The Nominating and Governance Committee does not have a
policy with regard to the consideration of any trustee candidates recommended by
shareholders. The Board of Trustees has determined that it is appropriate for
the Company not to have such a policy because the Board has not had difficulty
finding qualified trustee candidates in the past, and shareholders have been and
continue to be able to communicate directly with the trustees and to discuss any
topic with trustees (including trustee candidates) at the Company's Annual
Meeting of Shareholders. Other than as provided in the charter for the
Nominating and Governance Committee, the Committee considers trustee nominees on
a case-by-case basis, and has not formalized any specific, minimum
qualifications that it believes must be met by a trustee nominee recommended by
the Committee, identified any specific qualities or skills that it believes are
necessary for one or more of the Company's trustees to possess, or formalized a
process for identifying and evaluating nominees for trustee. The Nominating and
Governance Committee met two times during the fiscal year ended December 31,
2004.
The Executive Compensation Committee acts pursuant to the Executive Compensation
Committee Charter, a current copy of which is available to shareholders on the
Company's web site on the Internet. The Executive Compensation Committee is
composed of Messrs. Gerber, Shapiro, Shulman and Korman. Each of the members of
the Executive Compensation Committee qualifies as an "independent" trustee under
the current listing standards of the New York Stock Exchange. The function of
the Executive Compensation Committee is to review and make recommendations to
the Board regarding compensation for the Company's executive officers. In
addition, the Executive Compensation Committee is to determine awards granted
pursuant to the various option and incentive plans to employees, trustees,
advisors and consultants which align the interests of the Company's trustees,
executive officers, key employees, advisors and consultants with those of the
shareholders and enable the Company to attract, compensate and retain trustees,
executive officers, key employees, advisors and consultants and provide them
with appropriate incentives and rewards for performance. The Executive
Compensation Committee administers the Company's, the Kramont Realty Trust
Executive Officer Stock Option Plan (the "Executive Officer Plan"), the Kramont
Realty Trust 1997 Stock Option Plan (the "KRT Employee Plan"), the Kramont
Realty Trust Non-Employee Director 1998 Stock Option Plan (the "Director Plan"
and together with the Executive Officer Plan, and the KRT Employee Plan, the
"Option Plans"), the Company's 1995 Incentive Plan (the "1995 Incentive Plan")
and the Company's 2000 Incentive Plan (the "2000 Incentive Plan" and together
with the 1995 Incentive Plan, the "Incentive Plans"). The Executive Compensation
Committee met eight times during the fiscal year ended December 31, 2004.
COMMUNICATING WITH THE BOARD OF TRUSTEES
Shareholders or other interested parties may communicate with the entire board
of trustees, specified individual trustees, the non-management trustees as a
group, or the trustee who is the presiding trustee at meetings of the
non-management trustees, by writing to the secretary of the Company at 580 W.
Germantown Pike, Suite 200, Plymouth Meeting, PA 19462-1305. All such
correspondence will be forwarded directly to the appropriate trustee or group of
trustees.
INFORMATION ABOUT THE BOARD OF TRUSTEES AND CORPORATE GOVERNANCE ON THE
COMPANY'S WEB SITE
The Company's web site address on the Internet is www.kramont.com. In addition
to making available on its web site current copies of the charters for the
Audit, Executive Compensation and Nominating and Governance Committees of the
Company's Board of Trustees, the Company also makes available copies of its
Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of
Ethics for the Chief Executive Officer and Senior Financial Officers (and any
amendments to, or waivers under, such code), and its Whistleblower Policy. Each
of these documents is available in print to any shareholder who requests a copy
from the Company.
EXECUTIVE OFFICERS
The following is provided with respect to the executive officers of the Company.
None of the executive officers of the Company are related to each other.
Executive officers are elected by and serve at the discretion of the President,
except the President and Chief Executive Officer, who serves at the discretion
of the Board.
57
Louis P. Meshon, Sr., 64, Chief Executive Officer and President. Biographical
information regarding Mr. Meshon is set forth above.
George S. Demuth, 48, has been Executive Vice President and Chief Operating
Officer of the Company since the Company commenced business operations at the
time of the Merger in June 2000. Mr. Demuth was the Director of Leasing of
Kranzco from 1997 to June 2000 when it merged into the Company. From 1995 to
1997, Mr. Demuth was the Director of Real Estate at Kimco Realty Corporation.
From 1994 to 1995, Mr. Demuth was managing director of LRA Realty Advisors, Inc.
Mr. Demuth has been engaged in the shopping center industry since 1981, holding
both executive and officer positions in leasing, acquisition, management and
redevelopment capacities. Mr. Demuth has been associated with Dusco Property
Management (Lend Lease Corporation), Cadillac Fairview Corporation and the
Kravco Companies. From 1978 to 1981, Mr. Demuth was engaged in the appraisal,
development, acquisition and disposition of commercial real estate with the Penn
Central Corporation, the Southland Corporation and the Beal Companies. Mr.
Demuth is a member of the International Council of Shopping Centers and serves
as State Director for Pennsylvania, New Jersey and Delaware.
Carl E. Kraus, 57, has been the Senior Vice President, Chief Financial and
Investment Officer and Treasurer of the Company since April 1, 2002. Mr. Kraus
had been the Chief Financial Officer of Philips International Realty Corp.
(NYSE: PHR) from 1999 to 2002, and he was Senior Vice President - Northeast
Region of Hearthstone Advisors from 1997 to 1998. From 1992 to 1996, Mr. Kraus
served as Managing Director of the Brandywine Group. Mr. Kraus served in
executive positions of the Radnor Corporation, a commercial real estate company,
from 1976 to 1992, where he held the positions of controller, Vice President and
Chief Financial Officer, Executive Vice President and Chief Financial Officer
and President from 1983 to 1992.
Etta M. Strehle, 49, has been the Senior Vice President and Chief Accounting
Officer of the Company since April 1, 2002. Ms. Strehle was the Chief Financial
Officer, Treasurer and Financial Vice President of the Company from the time of
the Merger in June 2000, when the Company commenced business operations, until
March 31, 2002. Ms. Strehle was Chief Financial Officer of Montgomery CV Realty
Trust, a subsidiary of CV Reit from February 1999 to June 2000, and from
December 1997 to February 1999, Ms. Strehle was the Controller of Drexel Realty,
Inc., in which CV Reit owned an indirect 95% economic interest. Prior to joining
CV Reit in 1997, Ms. Strehle was employed by Drexel Realty, Inc., then doing
business as Montgomery Group Affiliates, for 5 years, principally as Controller.
Previously thereto, she was employed by Kravco Company for 16 years. Ms. Strehle
is a member of the International Council of Shopping Centers.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's trustees and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission. Trustees, executive officers and greater than 10%
beneficial owners are required by regulation of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) Forms 3, 4
and 5 they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that all of its trustees,
executive officers and greater than 10% beneficial owners were in compliance
with the filing requirements with respect to transactions during 2004, except
that Ms. Strehle filed one report reporting one transaction on Form 4 late.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the cash and
other compensation paid or accrued by the Company for services rendered by Louis
P. Meshon, Sr., the Company's President and Chief Executive Officer, George S.
Demuth, the Company's Executive Vice President and Chief Operating Officer, Carl
E. Kraus, the Company's Senior Vice President, Chief Financial and Investment
Officer and Treasurer, and Etta M. Strehle, the Company's Senior Vice President
and Chief Accounting Officer (collectively, the "Named Executives"), during the
fiscal year ended December 31, 2004. The amount set forth in the table includes
the compensation paid to the Named Executives for the fiscal year ended December
31, 2004, the fiscal year ended December 31, 2003 and the fiscal year ended
December 31, 2002. Other than the Named Executives, no executive officer of the
Company earned a total salary and bonus exceeding $100,000 during the fiscal
year ended December 31, 2004.
58
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual
Principal Position Year Salary Bonus Compensation
------------------ ---- -------- --------- ------------
Louis P. Meshon, Sr. 2004 $375,577 $ 300,000(1) (2)
President and Chief 2003 $325,000 $ 70,000(1) (2)
Executive Officer 2002 $325,000 $ 30,000(1) (2)
George S. Demuth 2004 $217,061 $ 175,000 (2)
Executive Vice President 2003 $202,862 $ 111,014 (2)
and Chief Operating Officer 2002 $195,846 $ 51,700 (2)
Carl E. Kraus (3) 2004 $222,342 $ 143,417 (2)
Senior Vice President, 2003 $204,769 $ 201,858(4) (2)
Chief Financial and Investment 2002 $142,404 $ 0
Officer and Treasurer
Etta M. Strehle (5) 2004 $168,222 $ 57,500 (2)
Senior Vice President and 2003 $157,218 $ 68,500 (2)
Chief Accounting Officer 2002 $152,404 $ 62,500 (2)
Long-Term Compensation
----------------------
Name and Restricted Securities Underlying All Other
Principal Position Year Shares ($) Options/SARs Compensation
------------------ ---- ------------ --------------------- ------------
Louis P. Meshon, Sr.(6) 2004 $ 0 0 $27,617 (7)(8)
President and Chief 2003 $ 0 0 $21,875 (7)(8)
Executive Officer 2002 $ 0 0 $33,327 (7)(8)
George S. Demuth 2004 $100,000 (9) 0 $ 5,125 (7)
Executive Vice President 2003 $100,000 (9) 0 $ 5,000 (7)
and Chief Operating 2002 $125,000 (9) 0 $ 5,000 (7)
Officer
Carl E. Kraus (3) 2004 $100,000 (9) 0 $ 5,125 (7)
Senior Vice President, 2003 $100,000 (9) 0 $ 5,000 (7)
Chief Financial and 2002 $135,500 (9) 0 $ 3,308 (3)(7)
Investment Officer and Treasurer
Etta M. Strehle (5) 2004 $ 47,000 (9) 0 $ 5,125 (7)
Senior Vice President and 2003 $ 30,000 (9) 0 $ 5,000 (7)
Chief Accounting Officer 2002 $ 30,000 (9) 0 $ 5,000 (7)
(1) Performance bonus paid pursuant to Mr. Meshon's employment agreement.
Effective 7/1/04, Mr. Meshon's employment agreement was amended to include
quarterly payment of bonuses. Of the amount attributable to 2004, $200,000
was paid in 2004 and $100,000 is expected to be paid in March 2005. The
amount attributable to 2003 was paid in March 2004, and amount
attributable to 2002 was paid in March 2003.
59
(2) Excludes certain personal benefits, the total value of which is less than
the lesser of $50,000 or 10% of the total annual salary and bonus paid or
accrued by the Company for services rendered during the fiscal year.
(3) Mr. Kraus commenced employment with the Company on April 1, 2002.
(4) Performance bonus paid in 2003 was for the period from April 1, 2002
through September 30, 2003.
(5) During the first quarter of 2002, Ms. Strehle was Chief Financial Officer,
Financial Vice President and Treasurer of the Company. On April 1, 2002,
Ms. Strehle was elected a Senior Vice President and Chief Accounting
Officer.
(6) The Company also sold 75,000 restricted Common Shares to Mr. Meshon in
accordance with his employment agreement, at the fair market value on the
day of the sale (June 16, 2000) of $10.16 per share. Mr. Meshon executed a
promissory note for $762,000 in payment for the restricted shares, which
will terminate upon the earlier of the satisfaction of certain conditions
set forth in the note or June 15, 2005 (upon the fifth anniversary of his
employment), and thereafter, Mr. Meshon will have no obligations under the
promissory note. The note was issued prior to the prohibitions on related
party loans as stated in the Sarbanes-Oxley Act of 2002. Mr. Meshon is
entitled to receive dividends on these shares.
(7) Includes contributions made by the Company to the account of the Named
Executive under a 401(k) retirement plan.
(8) Includes the premium paid by the Company for a term life insurance policy
in the face amount of $10,000,000 through November 27, 2002. The Company
and Mr. Meshon's spouse were each designated as beneficiaries in the
amount of 50% upon the death of Mr. Meshon. Effective November 28, 2002,
the policy amount was decreased to $5,000,000 and Mr. Meshon's spouse
became the sole beneficiary.
(9) Restricted shares were awarded pursuant to the 2000 Incentive Plan. On
July 1, 2004 Messrs. Demuth and Kraus and Ms. Strehle received grants of
6,262, 6,262, and 1,879 shares respectively, valued at $15.97 per share as
of July 1, 2004. The shares vest as follows: one-third vest on July 1,
2004, one-third vest on July 1, 2005 and one-third vest on July 1, 2006.
On August 22, 2004, Ms. Strehle received a grant of 1,000 shares valued at
$16.99 per share as of August 22, 2004. The shares vest as follows:
one-third vest on August 22, 2004, one-third vest on July 1, 2005 and
one-third vest on July 1, 2006. On July 1, 2003, Messrs. Demuth and Kraus
and Ms. Strehle received grants of 5,981, 5,981, and 1,794 shares
respectively, valued at $16.72 per share as of July 1, 2003. The shares
vest as follows: one-third vest on July 1, 2003, one-third vest on July 1,
2004 and one-third vest on July 1, 2005. On April 1, 2002, Mr. Kraus
received a grant of 10,000 shares valued at $13.55 per share. The shares
vest as follows: one-third vest on April 1, 2002, one-third vest on March
31, 2003 and one-third vest on March 31, 2004. Mr. Demuth and Ms. Strehle
received grants of 7,937 and 1,905 shares respectively, valued at $15.75
per share as of July 1, 2002, the date of the grant. The shares vest as
follows: one-third vest on July 1, 2002, one-third vest on July 1, 2003
and one-third vest on July 1, 2004. Prior to vesting, the shares are
subject to a risk of forfeiture in the event of termination of employment
(other than a change in control of the Company), and are restricted as to
transfer. Messrs. Demuth and Kraus and Ms. Strehle have the right to vote
and receive dividends on the shares.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth certain information with respect to the exercise
of options during the fiscal year ended December 31, 2004 and the unexercised
options held as of the end of such fiscal year by the Named Executives. The fair
market value on December 31, 2004 of the Common Shares underlying the options
was $23.40 per Common Share.
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options Held at In-The-Money Options
60
Acquired On Value December 31, 2004 at December 31, 2004
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------
Louis P. Meshon, Sr. 13,683 $ 28,221 68,395 0 $ 664,115 $ 0
George S. Demuth 0 $ 0 8,500 1,000 $ 45,790 $ 13,240
Carl E. Kraus 0 $ 0 16,666 8,334 $ 172,493 $ 86,257
Etta M. Strehle 1,900 $ 7,391 8,200 700 $ 79,622 $ 9,268
The value realized from exercised options is deemed to be the fair market value
of the Common Shares underlying the options on the date of exercise less the
exercise price of the options. The value of unexercised in-the-money options
disclosed is based upon the fair market value of the Common Shares underlying
the options at December 31, 2004 less the exercise price of the options. The
actual value, if any, that the Named Executive receives will depend on the
excess of the stock price at the time of exercise over the exercise or base
price on the date the option is exercised.
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS
Compensation of Chief Executive Officer
Mr. Meshon's compensation arrangement was established under an employment
agreement dated as of June 16, 2000 (the "Meshon Employment Agreement"). The
Meshon Employment Agreement commenced on June 16, 2000 and is for a term of five
years and continues for successive one-year periods thereafter unless otherwise
terminated as provided in the Meshon Employment Agreement. The Meshon Employment
Agreement provides for annual base compensation of $325,000. The Board may, in
its sole discretion, increase Mr. Meshon's base salary or other compensation.
The Meshon Employment Agreement provides for an annual performance bonus,
determined by the Company and reviewed by the Company's independent auditors,
within 100 days of the end of the calendar year.
The performance bonus is calculated as follows:
Funds From Operations
Per Share Bonus ($)
--------------------- ---------
< $ 1.30 0
$1.30 to $1.49 $200,000 - $10,000 for each cent < $1.50
$1.50 to $1.60 $200,000
$1.61 to $1.80 $200,000 + $10,000 for each cent > $1.60
> $ 1.80 $400,000 + $ 5,000 for each cent > $1.80
The Meshon Employment Agreement further provides for the Company to sell Mr.
Meshon 75,000 restricted Common Shares of beneficial interest at a price equal
to their fair market value evidenced by a full recourse promissory note that
matures after 5 years. The Company sold these shares to Mr. Meshon on June 16,
2000 at the then current market price per Common Share of $10.16 for a total of
$762,000 evidenced by the full recourse promissory note which matures on June
15, 2005. The note and its collateral, consisting of the restricted Common
Shares and Mr. Meshon's obligations under the note, will terminate on the
earliest to occur of: (i) the note's full satisfaction, (ii) the note's fifth
anniversary (if Mr. Meshon is still employed by the Company) or (iii) the
termination of Mr. Meshon's employment following a change of control, the
termination of the employment of Mr. Meshon without cause or by Mr. Meshon for
good reason or because of Mr. Meshon's death or disability. The Company will pay
an amount equal to any taxes payable by him, on a full gross-up basis, at the
time his obligations under the note terminate. The note was issued prior to the
prohibitions on related party loans as stated in the Sarbanes-Oxley Act of 2002.
The Meshon Employment Agreement further provides that if Mr. Meshon's employment
is terminated due to a change of control, he is entitled to a payment of the
greater of (i) the sum of all compensation due to Mr. Meshon during the balance
of his term of employment, assuming that annual bonuses payable to him during
the period equal the average of the annual bonuses paid to him under the
employment agreement prior to the end of his employment or (ii) 199% of his
annual salary and bonuses for the year prior to his termination.
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Effective July 1, 2004, the Meshon Employment Agreement was amended to increase
the annual base compensation to $400,000, and to amend the performance bonus to
provide for quarterly payments after the filing of the Company's Quarterly
Report on Form 10-Q and review of the quarterly financial statements by the
Company's independent auditor and the Audit Committee of the Board of Trustees
of the Company. As amended, the performance bonus shall be in the amount of
$100,000.00 per quarter if the FFO per share of the Company for that quarter is
calculated to be the sum of $0.36 per share or greater. If for any given
quarter, the FFO per share is less than the sum of $0.36 per share, no
performance bonus shall be due to Mr. Meshon for that quarter.
Compensation of Other Officers
The Company entered into a three-year employment agreement effective July 1,
2001 with Mr. Demuth. The employment agreement provides for annual base
compensation in the amount of $192,000, to be reviewed periodically, but not
less than annually, and which may be increased at the discretion of the Company.
Effective July 1, 2002, Mr. Demuth's agreement was amended to provide for an
increase in annual base compensation to $200,000. Effective July 1, 2003, Mr.
Demuth's agreement was further amended to provide for an increase in annual base
compensation to $206,000. Mr. Demuth's employment agreement provides for an
annual bonus based on certain criteria set forth in the agreement. Mr. Demuth's
agreement provides that in the event of a change of control, he is entitled to a
payment in the amount of two times the annual base salary plus all accrued but
unpaid bonus and extraordinary other awards. Mr. Demuth's agreement also
provides that if Mr. Demuth is terminated by the Company without cause, or if he
terminates his employment for good reason as set forth in the agreement, the
Company will pay him 1) the base salary then in effect for a period of twelve
months and all accrued and unpaid bonus and other awards owing as of the
termination date and 2) an amount equal to the annual bonus compensation he
received during the fiscal year immediately prior to his termination, but not to
exceed $100,000. As discussed below, the employment agreement was amended
effective July 1, 2004.
The Company entered into a fifteen-month employment agreement effective April 1,
2002 with Mr. Kraus. The employment agreement provides for annual base
compensation in the amount of $185,000, to be reviewed periodically, but not
less than annually, which may be increased at the discretion of the Company.
Effective July 1, 2002, Mr. Kraus's contract was amended to provide for an
increase in annual base compensation to $200,000. Effective July 1, 2003, Mr.
Kraus's contract was further amended to provide for an increase in annual base
compensation to $210,000. Mr. Kraus's employment agreement provides that he may
be eligible for an annual bonus in an amount equal to $100,000 to $200,000
pursuant to certain criteria set forth in his agreement. Mr. Kraus's contract
provides that in the event of a change of control, Mr. Kraus is entitled to a
payment in the amount of two times the annual base salary and the bonus then in
effect, based upon a look-back to the amount paid or earned for the four
quarters immediately preceding termination. Mr. Kraus's employment agreement
also provides that if prior to expiration of the term of employment, Mr. Kraus
is terminated by the Company without cause, or if he terminates his employment
for good reason as set forth in the agreement, the Company will pay him the base
salary and bonus then in effect, based upon a look-back to the amount paid or
earned for the four quarters immediately preceding termination, for a period of
twelve months beginning on the date of termination, and all accrued and unpaid
bonus and other awards. As discussed below, the employment agreement was amended
effective July 1, 2004.
The Company entered into a one-year employment agreement effective July 1, 2003
with Ms. Strehle. The employment agreement provides for annual base compensation
in the amount of $159,650. Ms. Strehle's contract provides that in the event of
a change of control, she is entitled to a payment in the amount of the annual
base salary plus all accrued but unpaid bonus and other awards. Ms. Strehle's
employment agreement also provides that if prior to expiration of the term of
employment, Ms. Strehle is terminated by the Company without cause, or if Ms.
Strehle terminates employment for good reason as set forth in the agreement, the
Company will pay her the base salary then in effect, for a period of twelve
months beginning on the date of termination, and all accrued and unpaid bonus
and other awards. As discussed below, the employment agreement was amended
effective July 1, 2004.
2004 Amendments to Employment Agreements
At a meeting held June 10, 2004, the Board of Trustees initiated a process that,
with the assistance of the Compensation Committee, resulted in amendments,
effective July 1, 2004, to the employment agreements of the Named Executives to,
among other things, increase their base salaries, extend their employment terms
and provide for payments to any of the Named Executives if, following a "Change
of Control" (as defined in the amendments) of
62
the Company, the executive (i) is terminated by the Company or its successor
without "Cause" (as defined in the amendments), (ii) the Company or its
successor fails to renew the Named Executive's employment agreement without
cause or (iii) the Named Executive terminates employment with the Company or its
successor for "Good Reason" (as defined in the amendments) within one year after
the Change of Control. In such event, (A) the Named Executive would be paid a
lump sum equal to the sum of (1) the product of one or two, as specified in the
Named Executive's amendment (the "Multiple"), times the sum of the Named
Executive's annual base salary plus, in the case of Messrs. Meshon, Demuth and
Kraus, the Named Executive's average annual bonus paid during the three years
prior to the Change of Control plus (2) all accrued and unpaid bonus and other
awards and unreimbursed expenses, and (B) all unvested stock options and other
awards held by the Named Executive would become fully vested.
At a meeting held December 18, 2004, the Board of Trustees authorized changes to
the previously approved amendment to Mr. Meshon's employment agreement to add to
the definition of Good Reason the occurrence of any Change of Control and to
increase the Multiple applicable to him from two to three. Notwithstanding the
increase in the Multiple from two to three, the amendment to Mr. Meshon's
employment agreement provides that in no event shall any payment be made to Mr.
Meshon to the extent that such payment would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended. Therefore, in the event that this payment constitutes an
"excess parachute payment," the payment will be reduced by the amount necessary
such that the payment no longer constitutes an "excess parachute payment."
Each Named Executive has no obligation to mitigate these severance obligations
and no amounts the Named Executive earns following termination of employment
with the Company will reduce the amounts the Company is obligated to pay the
Named Executive.
Under the amendments, the term of the employment agreement for each of Messrs.
Demuth and Kraus was extended to December 31, 2005, and the term of Ms.
Strehle's employment agreement was extended to June 30, 2005. The annual base
compensation for Messrs. Demuth and Kraus and Ms. Strehle was increased to
$212,180, $218,400 and $164,440, respectively.
The amendments to the employment agreements were entered into by the respective
parties between December 18 and 20, 2004.
Proposed Merger
On December 19, 2004, the Company entered into an Agreement and Plan of Merger
providing for the merger of the Company into an affiliate of Melbourne,
Australia-based Centro Properties Limited (ASX:CNP), and the merger of other
affiliates of Centro into Kramont Operating Partnership, L.P. and Montgomery CV
Realty L.P. On January 27, 2005, the parties amended the Agreement and Plan of
Merger. The Proposed Merger will constitute a "change of control" for purposes
of the employment agreements of the Named Executives. A special meeting of our
shareholders will be held April 14, 2005 to consider and vote on the proposed
merger. If approved, the companies anticipate completing the merger as soon as
practicable.
The Agreement and Plan of Merger, as amended, provides that all trustees and
directors (and comparable managers, officers and other personnel requested by
Centro) of the Company and each Company subsidiary will resign effective upon
the consummation of the mergers. Louis P. Meshon, Sr. and Carl E. Kraus are each
expected to leave their current positions following the completion of the
Proposed Merger. The severance payments that will be paid to each of them upon
their termination of employment under their employment agreements, as amended,
excluding payments for share options and restricted shares, will be $1,440,746
and $782,075, respectively. Mr. Meshon will be entitled to receive a change in
control payment as described above at the effective time of the merger, because
Kramont's change in control is deemed to be "good reason" for him to terminate
employment. Mr. Kraus also will be entitled to receive a change in control
payment as described above since he will not be offered a position of employment
by Centro Watt following the merger. Subsequent to the merger, Mr. Kraus is
expected to be retained by Centro Watt as a consultant for six months on terms
still to be negotiated.
63
The severance payments which would be payable to each of George S. Demuth and
Etta M. Strehle (if the applicable conditions were met) under these employment
agreements, as amended, excluding payments for share options and restricted
shares, would be $649,503 and $328,880, respectively.
TRUSTEES' COMPENSATION
Each non-employee trustee of the Company receives an annual fee of $18,000 and a
fee of $1,000 for each Board of Trustees meeting attended, and each trustee is
entitled to $1,000 for each separate committee meeting attended, except the
Chairman of the Audit Committee is entitled to $2,000 for each separate
committee meeting attended. Employees of the Company who are also trustees are
not paid any trustees' fees. In addition, the Company reimburses the trustees
for travel expenses incurred in connection with their activities on behalf of
the Company. In addition, the Board has approved the annual issuance to each
non-employee trustee of options to purchase 5,000 Common Shares. On June 25,
2004, the Board approved the issuance of 1,000 restricted shares of beneficial
interest in lieu of the options to Messrs. Gerber, Levy, Schneider, Shapiro and
Shulman.
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As discussed above, the Board has established an Executive Compensation
Committee. The Executive Compensation Committee consists of Messrs. Gerber,
Korman, Shapiro and Shulman. None of the members of the Executive Compensation
Committee are or have been employees of the Company. During a portion of the
fiscal year ended December 31, 2003, Mr. Levy was also a member of the Executive
Compensation Committee. The information regarding Mr. Levy under Item 13,
"Certain Relationships and Related Transactions" is hereby incorporated by
reference into this section. To the Company's knowledge, there were no other
interrelationships involving the trustees of the Company and compensation
decisions requiring disclosure in this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of
the common shares within the meaning of Rule 13d-3(d)(1) under the Exchange Act,
by each person or group of affiliated persons known by Kramont to own
beneficially more than 5% of the outstanding common shares, each trustee, and
each Named Executive, and all trustees, and executive officers as a group of
ten, calculated as of March 1, 2005. George S. Demuth and Etta M. Strehle each
hold certain options to purchase common shares that are not currently
exercisable within 60 days of March 1, 2005, but will immediately vest and
become exercisable upon the occurrence of the Proposed Merger. These unvested
options are not reflected in the chart below but are separately disclosed in the
applicable footnote. No trustee, or Named Executive beneficially owns any
outstanding Series B-1 or Series E preferred shares nor is there any person or
group of affiliated persons known by Kramont that beneficially owns more than 5%
of the outstanding Series B-1 preferred shares. Except as otherwise noted, each
person or entity named in the table has sole voting and investment power with
respect to all of the common shares shown as beneficially owned by such person
or entity.
Name and Address of Beneficial Owner(1) Amount Beneficially Owned Percent of Class(2)
--------------------------------------- ------------------------- -------------------
Louis P. Meshon, Sr. 918,395(3) 3.7%
George S. Demuth 40,445(4) *
Carl E. Kraus 47,243(5) *
Etta M. Strehle 22,756(6) *
Bernard J. Korman 38,386(7) *
H. Irwin Levy 755,277(8) 3.1%
Milton S. Schneider 116,957(9) *
E. Donald Shapiro 39,271 *
Alan L. Shulman 110,014(10) *
Laurence Gerber 11,000 *
64
Name and Address of Beneficial Owner(1) Amount Beneficially Owned Percent of Class(2)
--------------------------------------- ------------------------- -------------------
Cohen & Steers Capital Management, Inc. 3,517,200(11) 14.5%
All trustees and named executives as a group 2,099,744(12) 8.3%
(ten persons)
* Indicates beneficial ownership of less than 1%.
(1) Unless otherwise indicated, the address for each individual is 580 W.
Germantown Pike, Suite 200, Plymouth Meeting, PA 19462-1305.
(2) Calculated based on 24,214,740 common shares outstanding and assuming,
with respect to each of the individuals listed above, the exercise of all
options to purchase common shares, or the redemption and conversion of
Kramont OP common units held by such individual currently exercisable or
redeemable and convertible, or exercisable or redeemable and convertible
within 60 days of March 1, 2005.
(3) Includes (a) options to purchase 68,395 common shares originally granted
to him under the Kramont Realty Executive Officer Stock Option Plan, (b)
673,255 Kramont OP common units, of which 89,909 Kramont OP common units
are jointly owned with Mr. Meshon's wife and 2,714 Kramont OP common units
are owned by a company controlled by Mr. Meshon and (c) 75,000 restricted
shares sold to him at the time of the June 16, 2000 merger. Mr. Meshon
disclaims that Kramont OP common units are derivative securities of
Kramont.
(4) Includes (a) options to purchase 7,500 common shares granted to him under
the Employee Plan and (b) options to purchase 1,000 common shares granted
to him under the Kramont 2000 Incentive Plan. Excludes options to purchase
1,000 common shares granted to him under the Kramont 2000 Incentive Plan
that will fully vest upon the consummation of the Proposed Merger.
(5) Includes options to purchase 25,000 common shares granted to him under the
Kramont 2000 Incentive Plan.
(6) Includes options to purchase 8,200 common shares granted to her under the
Kramont Realty Trust 1997 Stock Option Plan. Excludes options to purchase
700 common shares granted to her under the Kramont 2000 Incentive Plan
that will fully vest upon the consummation of the Proposed Merger.
(7) Includes (a) options to purchase 4,500 common shares granted to him under
Kranzco's 1995 Incentive Plan, (b) 15,000 common shares granted to him
under the Kramont 2000 Incentive Plan and (c) 3,900 common shares owned by
his spouse.
(8) Includes (a) 101,292 common shares owned by a corporation controlled by
Mr. Levy, (b) 78,149 Kramont OP common units and (c) 5,000 options granted
to him under the Kramont 2000 Incentive Plan. Excludes 209,700 common
shares owned by Mr. Levy's spouse, for which Mr. Levy disclaims beneficial
ownership. Mr. Levy disclaims that Kramont OP common units are derivative
securities of Kramont.
(9) Includes (a) options to purchase 5,000 common shares granted under the
Kramont Realty Trust Non-Employee Director 1998 Stock Option Plan, (b)
15,000 options granted under the Kramont 2000 Incentive Plan and (c)
20,957 Kramont OP common units. Excludes 34,013 Kramont OP common units
owned by Mr. Schneider's spouse, for which Mr. Schneider disclaims
beneficial ownership. Mr. Schneider disclaims that OP units are derivative
securities of Kramont.
(10) Includes (a) options to purchase 5,000 common shares granted to him under
the Kramont 2000 Incentive Plan, (b) 35,381 common shares held by him as a
trustee over which he maintains voting and investment power (but for which
he disclaims beneficial ownership) and (c) 7,953 common shares held by his
spouse (for which he disclaims beneficial ownership).
(11) The foregoing is based solely upon a Schedule 13G/A filed with the
Securities and Exchange Commission on February 14, 2005. The address for
this beneficial owner is 757 Third Avenue, New York, NY 10017.
65
(12) Includes options to purchase the aggregate of 151,261 common shares which
are exercisable within sixty (60) days of March 1, 2005.
The information required by this Item 12 with respect to the securities
authorized for issuance under equity compensation plans is incorporated by
reference from the section captioned "Securities Authorized for Issuance Under
Equity Compensation Plans" in Item 5, "Market for Registrant's Common Equity and
Related Shareholder Matters and Issuer Purchases of Equity Securities."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
H. Irwin Levy
In 1981, CV Reit sold the recreation facilities at the Century Village in Boca
Raton to Mr. Levy, a Trustee, for $18 million, subject to a lease to a
corporation currently owned by Mr. Levy. (The annual net rental to Mr. Levy on
that lease is $2.2 million.) At closing, Mr. Levy issued a 30-year non-recourse
promissory note to CV Reit in the principal amount of $12.5 million which bears
interest at 13.25% per annum. On June 15, 2004, the Company sold the mortgage
note which had an outstanding balance of $8.2 million to Bank of America for
$10.4 million, recognizing the premium received in the amount of $2.2 million.
During each of 2004, 2003, and 2002, the Company recognized $508,000, $1.2
million, and $1.2 million, respectively, in interest income on this note
Since 1990, companies owned by Mr. Levy and/or certain members of his family
have leased, managed and operated the recreation facilities at the Century
Villages in West Palm Beach, Deerfield Beach, and Boca Raton, which are
collateral for certain notes held by the Company with an outstanding balance of
$20.7 million at December 31, 2004. During 2003 and 2002, the Company leased
approximately 4,600 square feet of office space to those companies and other
companies controlled by Mr. Levy on a month-to-month basis and received
approximately $35,000 and $55,000, respectively, for payment of rent, utilities
and operating expenses. On September 2, 2003, the office building containing the
leased space was sold.
Louis P. Meshon, Sr.
On June 16, 2000, the Company sold to Mr. Meshon, Sr., President, Chief
Executive Officer, and a Trustee, 75,000 restricted Common Shares at the then
current market price per Common Share of $10.16 for a total of $762,000,
evidenced by a full recourse promissory note that matures on June 15, 2005. The
note and its collateral consisting of the restricted Common Shares, and Mr.
Meshon's obligations under the note, will terminate on the earlier to occur of:
(i) the note's full satisfaction, (ii) the note's fifth anniversary (if Mr.
Meshon is still employed by the Company), or (iii) the termination of Mr.
Meshon's employment following a change of control, termination of the employment
of Mr. Meshon without cause or by Mr. Meshon for good reason, or because of Mr.
Meshon's death or disability. The Company will pay to him an amount equal to any
taxes payable by him, on a full gross-up basis, at the time his obligations
under the note terminate. The note has been reflected as unearned compensation
in the statement of beneficiaries' equity and is being amortized over five years
to compensation expense. The note was issued prior to the prohibitions on
related party loans as stated in the Sarbanes-Oxley Act of 2002.
Louis P. Meshon, Sr. and Patricia Meshon, his wife, in the aggregate, own 99% of
the voting stock (a 5% equity interest) in Drexel Realty, Inc. ("Drexel"), the
management company in which Montgomery CV Realty L.P. owns 1% of the voting
stock and 100% of the non-voting stock (a 95% equity interest). In 2004, 2003,
and 2002 Drexel did not make any payments to Mr. Meshon.
In addition, Drexel manages the following third-party owned properties in which
Louis P. Meshon, Sr. has the following partnership interests:
Meshon Partnership
Properties Interest Percentage
---------- -------------------
Renaissance Plaza 20.75%
66
Montgomery A.C., Inc. (owns 1% general partnership
interest in Renaissance Plaza) 50.00%
Laurel Mall (indirect ownership through MTGY
Associates) (Louis P. Meshon, Sr., directly and indirectly
owns 95.93% of the corporate general partner of
Laurel Mall Associates) 29.00%
In 2004, 2003, and 2002, the owners of these properties paid Drexel $288,100,
$259,300, and $279,500, respectively, for management and leasing services.
Under the Proposed Merger, prior to the effective time of the merger, in
exchange for certain interests in (i) Drexel, held by Louis P. Meshon, Sr., and
his spouse, and (ii) CV Partner Holdings, L.P., a subsidiary of Kramont, held by
Mr. Meshon, Mr. Meshon will receive certain rights held by Royce Realty, Inc., a
wholly owned subsidiary of Drexel, to use of the assumed name (doing business
as) "Montgomery Realty Company" in New Jersey and Pennsylvania, and Kramont will
enter into an agreement of indemnity in favor of Mr. Meshon relating to certain
mortgage and environmental guarantees of Mr. Meshon with respect to Mount Carmel
Plaza Associates, L.P., a subsidiary of Kramont.
Milton S. Schneider
Mr. Milton S. Schneider, a Trustee, is the Chief Executive Officer of The
Glenville Group ("Glenville"), a company involved in the development, ownership,
and management of commercial and residential properties. The Company leases
approximately 2,300 square feet of office space to Glenville in accordance with
a five-year lease effective June 1, 1999 and expiring on May 31, 2004. Since
June 1, 2004, Glenville has been on a month-to-month lease. During 2004, 2003,
and 2002 The Glenville Group paid the Company approximately $67,300, $57,900,
and $58,100, respectively, for payment of rent, electric and other operating
expenses.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the fiscal years ended December 31, 2004 and 2003, BDO Seidman, LLP
provided various audit and non-audit services to the Company. Set forth below
are the aggregate fees billed for these services:
(a) Audit Fees: Aggregate fees billed for professional services rendered for the
audit of the Company's annual financial statements for the fiscal years ended
December 31, 2004 and 2003, for reviews of the financial statements included in
the Company's quarterly reports on Form 10-Q, and for other services provided in
connection with statutory and regulatory filings for those fiscal years:
$297,600 and $133,500, respectively.
(b) Audit-Related Fees: There were no fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's financial statements, and not reported under the heading "Audit
Fees" above (primarily related to SEC compliance reviews and consulting), for
the fiscal years ended December 31, 2004 and 2003.
(c) Tax Fees: There were no fees billed for professional services rendered for
tax compliance, tax advice and tax planning, for the fiscal years ended December
31, 2004 and 2003.
(d) All Other Fees: Aggregate fees for services rendered for the audit of the
Company's 401(k) plan and for services provided with respect to Company
acquisition activities for the fiscal years ended December 1 2004 and 2003:
$16,200 and $7,000, respectively
Pre-Approval Policies and Procedures.
The Audit Committee pre-approves all audit and permissible non-audit services.
The Audit Committee has authorized each of its members to pre-approve audit,
audit-related, tax and non-audit services, provided that such approved service
is reviewed with the full Audit Committee at its next meeting.
67
As early as practicable in each fiscal year, BDO Seidman, LLP provides to the
Audit Committee a schedule of the audit and other services that they expect to
provide or may provide during the year. The schedule is specific as to the
nature of the proposed services, the proposed fees, and other details that the
Audit Committee may request. The Audit Committee by resolution authorizes or
declines the proposed services. Upon approval, this schedule serves as the
budget for fees by specific activity or service for the year.
A schedule of additional services proposed to be provided by BDO Seidman, LLP or
proposed revisions to services already approved, along with associated proposed
fees, may be presented to the Audit Committee for their consideration and
approval at any time. The schedule is required to be specific as to the nature
of the proposed service, the proposed fee, and other details that the Audit
Committee may request. The Audit Committee intends by resolution to authorize or
decline authorization for each proposed new service.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) List of Consolidated Financial Statements:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets - December 31, 2004 and 2003
Consolidated Statements of Income - Years Ended December 31, 2004,
2003, and 2002
Consolidated Statements of Other Comprehensive Income - Years Ended
December 31, 2004, 2003, and 2002
Consolidated Statements of Beneficiaries' Equity - Years Ended December
31, 2004, 2003, and 2002
Consolidated Statements of Cash Flows - Years Ended December 31, 2004,
2003, and 2002
Notes to Consolidated Financial Statements
(2) List of Consolidated Financial Statements Schedules:
Schedule III - Real Estate and Accumulated Depreciation
Schedule IV - Mortgage Loans on Real Estate
(3) The following exhibits are filed as part of, or incorporated by
reference into, this report:
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Reorganization and Merger among Kranzco, KRT
Trust, CV Reit, and Kramont, dated as of December 10, 1999.
(Incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4, filed with the Commission on April
10, 2000 (File No. 333-34482)).
2.2 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger
among Kranzco, KRT Trust, CV Reit, and the Company, dated as of
December 10, 1999. (Incorporated by reference to Exhibit 2.2 to the
Company's Registration Statement on Form S-4, filed with the
Commission on April 10, 2000 (File No. 333-34482)).
2.3 Amended and Restated Agreement and Plan of Merger by and among Centro
Watt America III, L.P., Centro Watt America III OP, LLC, CWAR OP
Merger Sub, LLC, CWAR OP Merger Sub II, LLC, CWAR OP Merger Sub III
Trust, Centro Properties Limited, Centro Property Trust, Kramont
Realty Trust, Kramont Operating Partnership, L.P., and Montgomery CV
Realty L.P., dated as of January 27, 2005 (incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K filed
January 28, 2005)
3.1 Articles of Amendment and Restatement of Kramont Realty Trust.
(Incorporated by reference to Appendix D to the Company's Registration
Statement on Form S-4, filed with the Commission on April 10, 2002
(File No. 333-34482))
68
3.2 Amended and Restated Bylaws of Kramont Realty Trust. (Incorporated by
reference to Exhibit B to Appendix A to the Company's Registration
Statement on Form S-4, filed with the Commission on April 10, 2002
(File No. 333-34482))
3.3 Articles Supplementary of Kramont Realty Trust. (Incorporated by
reference to Exhibit 3.3 of the Company's Registration Statement on
Form 8-A, filed with the Commission on December 29, 2003.)
3.4 Articles Supplementary of Kramont Realty Trust. (Incorporated by
reference to Exhibit 99.2 of the Company's Current Report on Form 8-K,
filed with the Commission on February 23, 2004.)
4.1 Specimen certificate for Common Shares of Beneficial Interest, par
value $0.01 per share. (Incorporated by reference to Exhibit 4.1 of
Kranzco's Registration Statement on Form S-1 No. 33-49434.)
4.2 Specimen certificate for 9.75% Series B-1 Cumulative Convertible
Preferred Shares of Beneficial Interest, par value $0.01 per share.
(Incorporated by reference to Exhibit 3.4 of Kranzco's Registration
Statement on Form 8-A, filed with the Commission on March 7, 1997.)
4.3 Specimen certificate for 8.25% Series E Cumulative Redeemable
Preferred Shares of Beneficial Interest, par value $0.01 per share.
(Incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form 8-A, filed with the Commission on
December 29, 2003.)
10.1 Agreement between Cenvill Investors, Inc. and H. Irwin Levy, dated
December 31, 1981. (Incorporated by reference to Exhibit (2) (i) to
the current report on Form 8-K filed by CV Reit to report event of
December 31, 1981.)
10.2 Agreement of Lease between Cenvill Investors, Inc. and B.R.F., Inc.,
dated December 30, 1981. (Incorporated by reference to Exhibit (2)
(ii) to the current report on Form 8-K filed by CV Reit to report
event of December 31, 1981.)
10.3 Agreement dated January 15, 1982, between Century Village, Inc. and
Benenson Capital Company. (Incorporated by reference to Exhibit (2)(i)
to the current report on Form 8-K filed by Cenvill Investors, Inc.
(File No. 0-03427) to report event of January 15, 1982.)
10.4 Agreement dated January 15, 1982, between Century Village East, Inc.
and CVRF Deerfield Limited. (Incorporated by reference to exhibit (2)
(ii) to the current report on Form 8-K filed by Cenvill Investors,
Inc. (File No. 0-03427) to report event of January 15, 1982.)
10.5 Indenture for Collateralized Mortgage Obligations, dated as of
December 30, 1991 between Recreation Mortgages, Inc. (Issuer) and
Bankers Trust Company (Trustee). (Incorporated by reference to Exhibit
(10)(xvi) to the Annual Report on Form 10-K of CV Reit for the fiscal
year ended December 31, 1991.)
10.6 Restated Loan Agreement, dated July 31, 1992, between CV Reit, Inc.
and Cenvill Development Corp. and certain subsidiaries and affiliates
thereof. (Incorporated by reference to Exhibit (10)(xi) to the Annual
Report on Form 10-K of CV Reit for the fiscal year ended December 31,
1992.)
10.7 Proposal for the Acquisition of Certain Assets, dated June 19, 1992,
by and among CV Reit Cenvill Development Corp. and certain
subsidiaries and affiliates thereof. (Incorporated by reference to
Exhibit (10)(xiv) to the Annual Report on Form 10-K of the CV Reit for
the fiscal year ended December 31, 1992.)
69
10.8 Order granting Motion of Debtor's [sic] for Approval of Sale of Assets
dated July 17, 1992. (Incorporated by reference to Exhibit (10)(xv) to
the Annual Report on Form 10-K of CV Reit for the fiscal year ended
December 31, 1992.)
10.9 Consulting and Advisory Agreement, dated July 31, 1992, between CV
Reit and Hilcoast Development Corp. (Incorporated by reference to
Exhibit (10)(xviii) to the Annual Report on Form 10-K of CV Reit for
the fiscal year ended December 31, 1992.)
10.10 Letter Agreements, dated July 11, 1994 and August 3, 1995, between CV
Reit and Hilcoast Advisory Services, Inc. extending the Consulting and
Advisory Agreement to July 31, 1995 and July 31, 1996, respectively.
(Incorporated by reference to Exhibit 10(vi) to the Quarterly Report
on Form 10-Q of CV Reit for the quarter ended September 30, 1995.)
10.11 Letter Agreement, dated July 12, 1996, between CV Reit and Hilcoast
Advisory Services, Inc. extending the Consulting and Advisory
Agreement to July 31, 1997. (Incorporated by reference to Exhibit
10(i) to the Quarterly Report on Form 10-Q of CV Reit for the quarter
ended September 30, 1996.)
10.12 Letter agreement, dated June 10, 1997, between CV Reit and Hilcoast
Advisory Services, Inc. extending the Consulting and Advisory
Agreement to December 31, 1997. (Incorporated by reference to Exhibit
10(i) to the Quarterly Report on Form 10-Q of CV Reit for the quarter
ended June 30,1997.)
10.13 Definitive Master Agreement, dated September 19, 1997, among CV Reit,
Montgomery CV Realty Trust, and Drexel Realty, Inc., Royce Realty,
Inc., Louis P. Meshon, Sr. and certain of the Meshon Parties named
therein and the Levy Parties named therein. (Incorporated by reference
to Appendix A to CV Reit's proxy statement filed on November 11,
1997.)
10.14 Supplemental Indenture No. 2 for Collateralized Mortgage Obligations,
dated as of December 30, 1997 between Recreation Mortgages, L.P.,
(Issuer) and Bankers Trust Company (Trustee). (Incorporated by
reference to the Annual Report on Form 10-K of CV Reit for fiscal year
ended December 31, 1997.)
10.15 Real Estate Purchase Agreement dated September 29, 1997 by and between
Newtown Village Partnership and RCEK, Inc., or its nominee or
assignee. (Incorporated by reference to Exhibit 2.1 to the current
report on Form 8-K filed by CV Reit on April 14, 1998.)
10.16 Letter Amendment to Real Estate Purchase Agreement dated December 15,
1997 by and between Newtown Village Partnership and RCEK, Inc.
(Incorporated by reference to Exhibit 2.2 to the current report on
Form 8-K filed by CV Reit on April 14, 1998.)
10.17 Assignment of Real Estate Purchase Agreement dated January 26, 1998
from RCEK, Inc. to Newtown Village Plaza Associates, L.P.
(Incorporated by reference to Exhibit 2.3 to the current report on
Form 8-K filed by CV Reit on April 14, 1998.)
10.18 Second Amendment to Real Estate Purchase Agreement dated February 5,
1998 by and between Newtown Village Partnership and Newtown Village
Plaza Associates, L.P. (Incorporated by reference to Exhibit 2.4 to
the current report on Form 8-K filed by CV Reit on April 14, 1998.)
10.19 Third Amendment to Real Estate Purchase Agreement dated March 31, 1998
by and between Newtown Village Partnership and Newtown Village Plaza
Associates, L.P. (Incorporated by reference to Exhibit 2.5 to the
current report on Form 8-K filed by CV Reit on April 14, 1998.)
10.20 Loan and Credit Facility Agreement dated as of March 31, 1998 by and
between Montgomery CV Realty L.P. as Borrower, Century Plaza
Associates, L.P. and CV Reit, Inc., as guarantors, and
70
GMAC Commercial Mortgage Corporation, as Lender. (Incorporated by
reference to Exhibit 5.1 to the current report on Form 8-K filed by CV
Reit on April 15, 1998.)
10.21 $7,650,000 Promissory Note dated as of April 9, 1998 from Montgomery
CV Realty L.P. to GMAC Commercial Mortgage Corporation. (Incorporated
by reference to Exhibit 5.2 to the current report on Form 8-K filed by
CV Reit on April 15, 1998.)
10.22 Mortgage and Security Agreement dated as of April 9, 1998 by Century
Plaza Associates, L.P. to GMAC Commercial Mortgage Corporation.
(Incorporated by reference to Exhibit 5.3 to the current report on
Form 8-K filed by CV Reit on April 15, 1998.)
10.23 Guaranty and Suretyship Agreement dated as of April 9, 1998 by CV Reit
to GMAC Commercial Mortgage Corporation. (Incorporated by reference to
Exhibit 5.4 to the current report on Form 8-K filed by CV Reit on
April 15, 1998.)
10.24 Contribution Agreement dated May 29, 1998 by and between Marlton
Crossing Shopping Center Limited Partnership and Montgomery CV Realty
L.P. (Incorporated by reference to Exhibit 2.1 to the current report
on Form 8-K dated June 24, 1998, filed by CV Reit on July 7, 1998.)
10.25 Assignment and Assumption of Contribution Agreement dated June 22,
1998 by and between Montgomery CV Realty L.P. and Marlton Plaza
Associates II, L.P. (Incorporated by reference to Exhibit 2.2 to the
current report on Form 8-K dated June 24, 1998 filed by CV Reit on
July 7, 1998.)
10.26 Mortgage and Security Agreement dated as of June 24, 1998 by and
between Marlton Plaza Associates II, L.P., as Borrower, and GMAC
Commercial Mortgage Corporation, as Lender. (Incorporated by reference
to Exhibit 2.3 to the current report on Form 8-K dated June 24, 1998,
filed by CV Reit on July 7, 1998.)
10.27 $11,650,000 Promissory Note dated as of June 24, 1998 from Marlton
Plaza Associates II, L.P. to GMAC Commercial Mortgage Corporation.
(Incorporated by reference to Exhibit 2.4 to the current report on
Form 8-K dated June 24, 1998, filed by CV Reit on July 7, 1998.)
10.28 Real Estate Purchase Agreement dated January 27, 1998 by and between
Seller and Purchaser. (Incorporated by reference to Exhibit 2.1 to the
current report on Form 8-K dated June 25, 1998, filed by CV Reit on
July 7, 1998.)
10.29 Amendment to Real Estate Purchaser Agreement dated February 26, 1998
by and between Seller and Purchaser. (Incorporated by reference to
Exhibit 2.2 to the current report on Form 8-K dated June 25, 1998,
filed by CV Reit on July 7, 1998.)
10.30 Second Amendment to Real Estate Purchase Agreement dated March 31,
1998 by and between Seller and Purchaser. (Incorporated by reference
to Exhibit 2.3 to the current report on Form 8-K dated June 25, 1998,
filed by CV Reit on July 7, 1998.)
10.31 Mortgage and Security Agreement dated as of June 25, 1998 by and
between Marlton Plaza Associates, L.P., as Borrower, and GMAC
Commercial Mortgage Corporation, as Lender. (Incorporated by reference
to Exhibit 2.4 to the current report on Form 8-K dated June 25, 1998,
filed by CV Reit on July 7, 1998.)
10.32 $9,300,000 Promissory Note dated as of June 25, 1998 from Marlton
Plaza Associates, L.P. to GMAC Commercial Mortgage Corporation.
(Incorporated by reference to Exhibit 2.5 to the current report on
Form 8-K dated June 25, 1998, filed by CV Reit on July 7, 1998.)
71
10.33 Guaranty and Suretyship Agreement dated as of June 25, 1998 by CV Reit
to GMAC Commercial Mortgage Corporation. (Incorporated by reference to
Exhibit 2.6 to the current report on Form 8-K dated June 25, 1998,
filed by CV Reit on July 7, 1998.)
10.34 Guaranty and Suretyship Agreement dated as of June 25, 1998 by
Montgomery CV Realty L.P. to GMAC Commercial Mortgage Corporation.
(Incorporated by reference to Exhibit 2.7 to the current report on
Form 8-K dated June 25, 1998, filed by CV Reit on July 7, 1998.)
10.35 Second Amendment to Loan and Credit Facility Agreement dated as of
March 8, 1999, by and between Montgomery CV Realty, L.P. as Borrower,
Century Plaza Associates, L.P. and CV Reit, as Guarantors, and GMAC
Commercial Mortgage Corporation as Lender. (Incorporated by reference
to Exhibit 10.36 Annual Report on Form 10-K dated December 31, 1998 by
CV Reit on March 29, 1999.)
10.36 $18,500,000 Note dated March 8, 1999 between Montgomery CV Realty,
L.P. as Borrower and GMAC Commercial Mortgage Corporation as Lender.
(Incorporated by reference to Exhibit 10.37 Annual Report on Form 10-K
dated December 31, 1998 by CV Reit on March 29, 1999.)
10.37 Collateral, Pledge, Assignment and Security Agreement, dated March 8,
1999 between Montgomery CV Realty, L.P. and GMAC Commercial Mortgage
Corporation. (Incorporated by reference to Exhibit 10.38 Annual Report
on Form 10-K dated December 31, 1998 by CV Reit on March 29, 1999.)
10.38 Agreement of Sale dated January 21, 1999 by and between Lakewood-9
Investors, L.P. and ARC-Lakewood 9, L.L.C Montgomery CV Realty L.P.
(Incorporated by reference to Exhibit 10.38 Annual Report on Form 10-K
of CV Reit for the fiscal year ended December 31, 1998.)
10.39 Reinstatement and Amendment Agreement of Sale dated February 5, 1999
by and between Lakewood-9 Investors, L.P. and ARC-Lakewood-9, L.L.C.
Montgomery CV Realty L.P. (Incorporated by reference to Exhibit 2.2 to
the current report on Form 8-K dated March 31, 1999, filed by CV Reit
on April 7, 1999.)
10.40 Assignment of Agreement of Sale dated March 17, 1999 from Montgomery
CV Realty L.P. to Lakewood Plaza 9 Associates, L.P. (Incorporated by
reference to Exhibit 2.3 to the current report on Form 8-K dated March
31, 1999, filed by CV Reit on April 7, 1999.)
10.41* Kranzco Realty Trust 1992 Employees Share Option Plan, as amended.
(Incorporated by reference to Exhibit 10.10 of Kranzco's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.)
10.42* Kranzco Realty Trust 1992 Trustees Share Option Plan, as amended.
(Incorporated by reference to Exhibit 10.11 of Kranzco's Annual Report
on Form 10-K for the fiscal year ended December 31,1992.)
10.43* Kranzco Realty Trust 1995 Incentive Plan. (Incorporated by reference
to Exhibit 4.4 of Kranzco's Registration Statement on Form S-8 No.
33-94294.)
10.44 Trust and Servicing Agreement, dated as of June 18, 1996, among KRT
Origination Corp., GE Capital Management Corporation and State Street
Bank and Trust Company. (Incorporated by reference to Exhibit 10.43 of
Kranzco's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.)
10.45 Cash Collateral Account, Security, Pledge and Assignment Agreement,
dated as of June 18, 1996, among the Borrowers, State Street Bank and
Trust Company, as Agent, and KRT Origination Corp., as Lender.
(Incorporated by reference to Exhibit 10.44 to Kranzco's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.)
10.46 Cash Collateral Agreement, dated June 18, 1996, among the Borrowers,
and State Street Bank and Trust Company, as Agent. (Incorporated by
reference to Exhibit 10.45 to Kranzco's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996)
72
10.47 $123,700,000.00 Class A Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated
by reference to Exhibit 10.46 to Kranzco's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.)
10.48 $20,600,000.00 Class B Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated
by reference to Exhibit 10.47 to Kranzco's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.)
10.49 $28,900,000.00 Class C Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated
by reference to Exhibit 10.48 to Kranzco's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.)
10.50 $8,500,000.00 Class D Mortgage Note dated June 18, 1996 made by the
Borrowers in favor of KRT Origination Corp., as Lender. (Incorporated
by reference to Exhibit 10.49 to Kranzco's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.)
10.51 Form of Indenture of Mortgage, Deed of Trust, Security Agreement,
Financing Statement, Fixture Filing and Assignment of Leases, Rents
and Security Deposits made by the Borrowers, as grantor, for the
benefit of KRT Origination Corp., as mortgagee, and filed in
Connecticut, Maryland, New Jersey, New York and Pennsylvania with
respect to Groton Square in Groton, Connecticut, Manchester Kmart in
Manchester, Connecticut, Milford in Milford, Connecticut, Orange in
Orange, Connecticut, Fox Run in Prince Frederick, Maryland, Hillcrest
Plaza in Frederick, Maryland, Anneslie in Baltimore, Maryland,
Suburban Plaza in Hamilton, New Jersey, Collegetown in Glassboro, New
Jersey, Hillcrest Mall in Phillipsburg, New Jersey, The Mall at Cross
County in Yonkers, New York, Highridge Plaza in Yonkers, New York,
North Ridge in New Rochelle, New York, Village Square in Larchmont,
New York, A&P Mamaroneck in Mamaroneck, New York, Port Washington in
Port Washington, New York, Bethlehem in Bethlehem, Pennsylvania,
Whitehall Square in Whitehall, , Pennsylvania, Bristol Commerce Park
in Bristol, Pennsylvania, Park Hills Plaza in Altoona, Pennsylvania,
Barn Plaza in Doylestown, Pennsylvania, Best Plaza in Tredyffrin,
Pennsylvania, Bensalem Square in Bensalem, Pennsylvania, Street Road
in Bensalem, Pennsylvania, Pilgrim Gardens in Drexel Hill,
Pennsylvania, 69th Street Plaza in Upper Darby, Pennsylvania and
MacArthur Road in Whitehall, Pennsylvania (the "Properties").
(Incorporated by reference to Exhibit 10.50 to Kranzco's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.)
10.52 Form of Unrecorded Indenture of Mortgage, Deed of Trust, Security
Agreement, Financing Statement, Fixture Filing and Assignment of
Leases, Rents and Security Deposits made by the Borrowers, as grantor,
for the benefit of KRT Origination Corp., and held in escrow with
respect to the Properties located in Maryland and in New York.
(Incorporated by reference to Exhibit 10.51 to Kranzco's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.)
10.53 Escrow Agreement made among KRT Origination Corp., the Borrowers and
Robinson Silverman Pearce Aronsohn & Berman LLP, as escrow agent, with
respect to the unrecorded second mortgages covering the Properties
located in New York and Maryland. (Incorporated by reference to
Exhibit 10.52 to Kranzco's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.)
10.54 Agreement dated October 30, 1997 between Kranzco and GP Development
Corporation. (Incorporated by reference to Exhibit 2.1 of Kranzco's
current report on Form 8-K dated November 25, 1997.)
10.55 Agreement and Plan of Merger dated October 30, 1997 between Kranzco,
GP Development Corporation, the shareholders of GP Development
Corporation and KR Atlanta, Inc. (Incorporated by reference to Exhibit
2.2 of Kranzco's current report on Form 8-K dated November 25, 1997.)
10.56 Mortgage Note for $6,700,000.00, dated as of October 5, 1990, from
Holcomb Bridge Partners, L.P., a Georgia limited partnership
("Holcomb"), in favor of Allstate Life Insurance Company ("Allstate")
(relating to Holcomb Bridge Crossing). (Incorporated by reference to
Exhibit 2.3 of Kranzco's current report on Form 8-K dated November 25,
1997.)
73
10.57 Modification of Mortgage Note, dated as of October 31, 1995, between
Holcomb and Harris Trust and Savings Bank ("Harris Trust") (relating
to Holcomb Bridge Crossing). (Incorporated by reference to Exhibit 2.4
of Kranzco's current report on Form 8-K dated November 25, 1997.)
10.58 Deed to Secure Debt, Assignment of Leases, Rents and Contracts,
Security Agreement and Fixture Filing ("Deed to Secure Debt") from
Holcomb to Allstate, dated as of October 5, 1990 (relating to Holcomb
Bridge Crossing). (Incorporated by reference to Exhibit 2.5 of
Kranzco's current report on Form 8-K dated November 25, 1997.)
10.59 Modification of Deed to Secure Debt between Holcomb and Harris Trust,
dated as of October 31, 1995 (relating to Holcomb Bridge Crossing).
(Incorporated by reference to Exhibit 2.6 of Kranzco's current report
on Form 8-K dated November 25, 1997.)
10.60 Real Estate Note for $3,725,000.00, dated as of August 6, 1987, from
West Stewarts Mill Associates, Ltd., a Georgia limited partnership
("West Stewarts"), in favor of Confederation Life Insurance Company, a
mutual insurance company incorporated in Canada ("Confederation"),
first amendment thereto dated as of November 27, 1987, second
amendment thereto dated as of November 1, 1993, third amendment
thereto dated as of November 1, 1993 and fourth amendment thereto
dated as of February 21, 1995 (relating to Park Plaza). (Incorporated
by reference to Exhibit 2.7 of Kranzco's current report on Form 8-K
dated November 25, 1997.)
10.61 Deed to Secure Debt and Security Agreement between West Stewarts and
Confederation, dated as of August 6, 1987, first amendment thereto
dated as of November 27, 1987 and second amendment thereto dated as of
November 1, 1993 (relating to Park Plaza). (Incorporated by reference
to Exhibit 2.8 of Kranzco's current report on Form 8-K dated November
25, 1997.)
10.62 Escrow Agreement, dated as of November 1, 1993, between Confederation
and West Stewarts. (Incorporated by reference to Exhibit 2.9 of
Kranzco's current report on Form 8-K dated November 25, 1997.)
10.63 Promissory Note for $10,670,000.00, dated as of July 31, 1996, from
Mableton Village Associates, L.L.C., a Georgia limited liability
company ("Mableton Village"), in favor of Lehman Brothers Holdings,
Inc. d/b/a Lehman Capital ("Lehman") (relating to The Village at
Mableton). (Incorporated by reference to Exhibit 2.10 of Kranzco's
current report on Form 8-K dated November 25, 1997.)
10.64 Deed to Secure Debt and Security Agreement, dated as of July 31, 1996,
between Mableton Village and Lehman (relating to The Village at
Mableton). (Incorporated by reference to Exhibit 2.11 of Kranzco's
current report on Form 8-K dated November 25, 1997.)
10.65 Sales Contract dated June 26, 1998 by and among Kranzco and Europco
Property Investors II, Ltd., a Georgia limited partnership; Europco
Property Investors III, Ltd., a Georgia limited partnership; Europco
Property Investors IV, Ltd., a Georgia limited partnership; Secured
Properties Investors V, L.P., a Georgia limited partnership; Secured
Properties Investors VIII, L.P., a Georgia limited partnership;
Secured Properties Investors IX, L.P. a Georgia limited partnership;
and Tifton Partners, L.P., a Georgia limited partnership.
(Incorporated by reference to Exhibit 2.1 of Kranzco's current report
on Form 8-K dated June 26, 1998, filed July 16, 1998.)
10.66 Fixed Rate Note, dated September 29, 1998, made by the Borrowers named
therein in favor of Salomon Brothers Realty Corp. (Incorporated by
reference to Exhibit 10.38 of Kranzco's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998.)
10.67 Guaranty, dated as of September 29, 1998, made by Kranzco, for the
benefit of Salomon Brothers Realty Corp. (Incorporated by reference to
Exhibit 10.39 of Kranzco's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.)
10.68 Form of Mortgage/Deed of Trust/Deed to secure Debt and Security
Agreement, dated September 29, 1998, made by the Borrowers named
therein for the benefit of Salomon Brothers Realty Corp. and filed in
Florida, Georgia, Ohio, Tennessee, and Virginia with respect to
Village Oaks, Pensacola, Florida; Vidalia Wal-Mart Center, Vidalia,
Georgia; Summerville Wal-Mart Center, Summerville, Georgia; Tifton
Corners, Tifton, Georgia; Douglasville Crossing, Douglasville,
74
Georgia; Snellville Oaks, Snellville, Georgia; Pickaway Crossing,
Circleville, Ohio; Meeting Square, Jefferson City, Tennessee; and
Statler Crossing, Staunton, Virginia. (Incorporated by reference to
Exhibit 10.40 of Kranzco's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.)
10.69 Unit Contribution Agreement among Kramont, Montgomery CV Realty L.P.,
Kramont Operating Partnership, L.P., CV Partner Holdings, L.P. and CV
GP LP, dated as of March 28, 2000. (Incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-4 filed
with the Commission on April 10, 2000 (File No. 333-34482)).
10.70* Kramont Realty Trust 2000 Incentive Plan. (Incorporated by reference
from Appendix F to the Joint Proxy Statement/Prospectus contained in
the Company's Registration Statement on Form S-4 filed with the
Commission on April 10, 2000 (File No. 333-34482)).
10.71 Amended and Restated Agreement of Limited Partnership of Kramont
Operating Partnership, L.P., dated as of June 16, 2000. (Incorporated
by reference to Exhibit 10.1 of the Company's Registration Statement
on Form S-4 filed with the Commission on April 10, 2000 (File No.
333-34482)).
10.72 Second Amended and Restated Agreement of Limited Partnership of
Montgomery CV Realty L.P., dated as of June 16, 2000. (Incorporated by
reference to Exhibit 10.2 of the Company's Registration Statement on
Form S-4 filed with the Commission on April 10, 2000 (File No.
333-34482)).
10.73* Employment Agreement between the Company and Louis P. Meshon, Sr.
dated as of June 16, 2000. (Incorporated by reference from Exhibit M
to the Joint Proxy Statement/Prospectus contained in the Company's
Registration Statement on Form S-4 filed with the Commission on April
10, 2000 (File No. 333-34482)).
10.74* Employment Agreement between the Company and Norman M. Kranzdorf
dated as of June 16, 2000. (Incorporated by reference from Exhibit L
to the Joint Proxy Statement/Prospectus contained in the Company's
Registration Statement on Form S-4 filed with the Commission on April
10, 2000 (File No. 333-34482)).
10.74A* Termination Agreement between the Company and Norman M. Kranzdorf
dated as of July 14, 2003. (Incorporated by reference to Exhibit 99.1
of the Company's Current Report on Form 8-K, filed with the Commission
on July 14, 2003.)
10.75 Amended and Restated Loan and Credit Facility Agreement dated as of
August 1, 2000 by and between the Company, Kramont Operating
Partnership, L.P., Montgomery CV Realty L.P., Century Plaza
Associates, L.P., Marlton Plaza Associates, L.P., Lakewood Plaza 9
Associates, L.P., Cherry Square MCV Associates, L.P., KR Bainbridge
LLC, KR Barn, L.P., KR Bradford Mall, L.P., Lilac DE LLC, Culpeper
Shopping Center Joint Venture, KRT Union LLC, KR Harrodsburg LLC, KR
Morganton LLC, KR Tower Plaza LLC, KR Development, L.P. and KR
Wampanoag, as borrowers, and GMAC Commercial Mortgage Corporation, as
lender (incorporated by reference to Exhibit 5.1 to the Company's
Current Report on Form 8-K, dated August 10, 2001).
10.76 Form of Guaranty of Recourse Obligations of Borrower by the Company,
Kramont Operating Partnership, L.P., Montgomery CV Realty L.P.
(incorporated by reference to Exhibit 5.2 to the Company's Current
Report on Form 8-K, dated August 10, 2001)
10.77* Employment Agreement between the Company and George S. Demuth dated
as of June 16, 2000. (Incorporated by reference to Exhibit 10.77 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.)
10.78* Employment Agreement between the Company and Etta M. Strehle dated
as of June 16, 2000. (Incorporated by reference to Exhibit 10.78 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.)
75
10.79* Employment Agreement between the Company and Carl. E. Kraus dated as
of March 21, 2002. (Incorporated by reference to Exhibit 10.79 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.)
10.80 $190,000,000 Mortgage Loan Application dated October 22, 2002 by and
between Kramont Operating Partnership, L.P., as applicant, and
Metropolitan Life Insurance Company, as lender. (Incorporated by
reference to Exhibit 10.80 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002.)
10.81 Loan Agreement dated as of December 20, 2002 by and between Kramont
Operating Partnership, L.P., as borrower, Fleet National Bank,
Wilmington Trust of Pennsylvania, Wachovia Bank National Association,
Compass Bank, Firstrust Bank, as lenders, and Fleet National Bank, as
administrative agent (incorporated by reference to Exhibit 5.1 to the
Company's Current Report on Form 8-K, dated December 30, 2002).
10.82 $190,000,000 Mortgage Loan Agreement dated June 16, 2003 between the
Company and Metropolitan Life Insurance Company (incorporated by
reference to Exhibit 10.82 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2003).
10.83* Kramont Realty Trust Executive Officer Stock Option Plan (Formerly the
Montgomery CV Trust Executive Officer Stock Option Plan) (incorporated
by reference to Exhibit 10.83 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003).
10.84* Kramont Realty Trust 1997 Stock Option Plan (Formerly the Drexel
Realty Inc. 1997 Stock Option Plan) (incorporated by reference to
Exhibit 10.84 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003).
10.85* Kramont Realty Trust Non-Employee Director 1998 Stock Option Plan
(Formerly the CV Reit, Inc. Non-Employee Director 1998 Stock Option
Plan) (incorporated by reference to Exhibit 10.85 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2003).
10.86* Second Amendment to Employment Agreement between the Company and Carl.
E. Kraus dated as of July 1, 2003 (incorporated by reference to
Exhibit 10.86 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003).
10.87* Second Amendment to Employment Agreement between the Company and
George S. Demuth dated as of July 1, 2003 (incorporated by reference
to Exhibit 10.87 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003).
10.88* Third Amendment to Employment Agreement between the Company and Etta
M. Strehle dated as of July 1, 2003 (incorporated by reference to
Exhibit 10.88 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003).
10.89 Assignment of Mortgage and Loan Documents, dated June 15, 2004, by and
between Recreation Mortgages, L.P., a Delaware limited partnership, as
assignor, and Bank of America, N.A., as assignee (incorporated by
reference to Exhibit 10.89 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2004).
10.90 Promissory Note for $14,500,000, dated June 15, 2004, by and between
Recreation Mortgages, L.P., a Delaware limited partnership, as
borrower, Bank of America, N.A., as lender (incorporated by reference
to Exhibit 10.90 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2004).
10.91 Secured Revolving Credit Loan Agreement dated July 19, 2004 by and
between KR Livonia LLC, Plymouth Plaza Associates, L.P., and 550 West
Germantown Pike LLC, as borrowers and Wachovia Bank National
Association, as lender (incorporated by reference to Exhibit 10.91 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004, as amended).
76
10.92 Fourth Amendment to Loan Agreement dated September 30, 2004 by and
between Kramont Operating Partnership, L.P., as borrower and Fleet
National Bank, as lender (incorporated by reference to Exhibit 99.2 of
the Company's Form 8-K filed October 7, 2004)
10.93 $20,000,000 Swingline Note dated September 30, 2004 by and between
Kramont Operating Partnership, L.P., as borrower and Fleet National
Bank, as lender (incorporated by reference to Exhibit 99.3 of the
Company's Form 8-K filed October 7, 2004).
10.94* First Amendment to Employment Agreement between the Company and Louis
P. Meshon, Sr. dated July 1, 2004 (incorporated by reference to
Exhibit 10.94 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004, as amended)
10.95* Second Amendment to Employment Agreement between the Company and Louis
P. Meshon, Sr. dated December 18, 2004 (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K filed
December 23, 2004)
10.96* First Amendment to Employment Agreement between the Company and Carl
E. Kraus dated July 1, 2002 (incorporated by reference to Exhibit 99.5
to the Company's Current Report on Form 8-K filed December 23, 2004)
10.97 Third Amendment to Employment Agreement between the Company and Carl.
E. Kraus dated December 20, 2004 (incorporated by reference to Exhibit
99.6 to the Company's Current Report on Form 8-K filed December 23,
2004)
10.98* First Amendment to Employment Agreement between the Company and George
Demuth dated July 1, 2002 (Incorporated by reference to Exhibit 10.77
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.)
10.99 Third Amendment to Employment Agreement between the Company and George
S. Demuth dated December 20, 2004 (incorporated by reference to
Exhibit 99.2 to the Company's Current Report on Form 8-K filed
December 23, 2004)
10.100* First Amendment to Employment Agreement between the Company and Etta
Strehle dated July 1, 2001 (incorporated by reference to Exhibit 99.3
to the Company's Current Report on Form 8-K filed December 23, 2004)
10.101* Second Amendment to Employment Agreement between the Company and Etta
Strehle dated July 1, 2002 (Incorporated by reference to Exhibit 10.78
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.)
10.102 Fourth Amendment to Employment Agreement between the Company and Etta
M. Strehle dated December 20, 2004 (incorporated by reference to
Exhibit 99.4 to the Company's Current Report on Form 8-K filed
December 23, 2004)
11 Statement regarding computation of per share earnings. Omitted;
computation can be clearly determined from material contained in the
report.
21 Subsidiaries of the Company.
23.1 Consent of BDO Seidman, LLP.
31.1 Certification by Chief Executive Officer pursuant to Exchange Act Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification by Chief Financial Officer pursuant to Exchange Act Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
77
32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
* Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
KRAMONT REALTY TRUST
March 15, 2005 /s/ Louis P. Meshon, Sr.
By:__________________________________
Louis P. Meshon, Sr., President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
March 15, 2005 /s/ H. Irwin Levy
---------------------------------
H. Irwin Levy,Chairman of the Board and
Trustee
March 15, 2005 /s/ Louis P. Meshon, Sr.
---------------------------------
Louis P. Meshon, Sr., President, Chief Executive
Officer and Trustee (principal executive officer)
March 15, 2005 /s/ Carl E. Kraus
---------------------------------
Carl E. Kraus, Chief Financial Officer, Chief
Investment Officer, and Treasurer (principal financial
officer)
March 15, 2005 /s/ George S. Demuth
---------------------------------
George S. Demuth, Chief Operating Officer and
Executive Vice President
March 15, 2005 /s/ Etta M. Strehle
---------------------------------
Etta M. Strehle, Chief Accounting Officer
March 15, 2005 /s/ Bernard J. Korman
---------------------------------
Bernard J. Korman, Trustee
March 15, 2005 /s/ Laurence Gerber
---------------------------------
Laurence Gerber, Trustee
78
March 15, 2005 /s/ Milton S. Schneider
--------------------------------
Milton S. Schneider, Trustee
March 15, 2005 /s/ E. Donald Shapiro
--------------------------------
E.Donald Shapiro, Trustee
March 15, 2005 /s/ Alan L. Shulman
--------------------------------
Alan L. Shulman, Trustee
79