SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
![]() | Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2005 | |
![]() | Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _________________ to ________________ |
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST |
(Exact name of Registrant as specified in its charter) |
Pennsylvania | 23-6216339 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
200 South Broad Street, Third Floor, Philadelphia, PA | 19102-3803 | |
(Address of principal executive office) | (Zip Code) |
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Yes
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Item 3. | Not Applicable | |
Item 4. | Not Applicable | |
Item 5. | Not Applicable | |
Exhibit Index |
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars, except per share amounts)
March 31, 2005 | December 31, 2004 | ||||||
(Unaudited) | (Unaudited) | ||||||
ASSETS: | |||||||
INVESTMENTS IN REAL ESTATE, at cost: | |||||||
Retail properties | $ | 2,618,794 | $ | 2,510,256 | |||
Land held for development | 9,973 | 9,863 | |||||
Construction in progress | 11,868 | 10,953 | |||||
Industrial properties | 2,504 | 2,504 | |||||
Total investments in real estate | 2,643,139 | 2,533,576 | |||||
Less: accumulated depreciation | (169,573 | ) | (150,885 | ) | |||
Net investments in real estate | 2,473,566 | 2,382,691 | |||||
INVESTMENTS IN PARTNERSHIPS, at equity | 27,056 | 27,244 | |||||
2,500,622 | 2,409,935 | ||||||
OTHER ASSETS: | |||||||
Assets held for sale | 16,786 | 14,946 | |||||
Cash and cash equivalents | 30,410 | 40,340 | |||||
Rents and other receivables (net of allowance for doubtful accounts of $9,706 and $9,394 at March 31, 2005 and December 31, 2004, respectively) | 32,654 | 31,977 | |||||
Intangible assets (net of accumulated amortization of $45,910 and $38,333 at March 31, 2005 and December 31, 2004, respectively) | 181,070 | 171,850 | |||||
Deferred costs and other assets | 68,517 | 62,355 | |||||
Total assets | $ | 2,830,059 | $ | 2,731,403 | |||
LIABILITIES: | |||||||
Mortgage notes payable | $ | 1,129,449 | $ | 1,145,079 | |||
Debt premium on mortgage notes payable | 54,035 | 56,135 | |||||
Bank loan payable | 402,000 | 271,000 | |||||
Liabilities related to assets held for sale | 18,731 | 18,556 | |||||
Tenants’ deposits and deferred rents | 15,837 | 13,465 | |||||
Investments in partnerships, deficit balances | 15,060 | 13,758 | |||||
Accrued expenses and other liabilities | 59,113 | 76,975 | |||||
Total liabilities | 1,694,225 | 1,594,968 | |||||
MINORITY INTEREST | |||||||
Minority interest in properties | 3,448 | 3,585 | |||||
Minority interest in Operating Partnership | 138,302 | 128,384 | |||||
Total minority interest | 141,750 | 131,969 | |||||
COMMITMENTS AND CONTINGENCIES (Note 9) | |||||||
SHAREHOLDERS’ EQUITY: | |||||||
Shares of beneficial interest, $1.00 par value per share; 100,000,000 shares authorized; issued and outstanding 36,475,000 shares at March 31, 2005 and 36,272,000 shares at December 31, 2004, respectively | 36,475 | 36,272 | |||||
Non-convertible senior preferred shares, 11% cumulative, $.01 par value per share; 2,475,000 shares authorized, issued and outstanding at March 31, 2005 and December 31, 2004, respectively | 25 | 25 | |||||
Capital contributed in excess of par | 907,811 | 899,506 | |||||
Deferred compensation | (14,945 | ) | (7,737 | ) | |||
Accumulated other comprehensive loss | (1,812 | ) | (1,821 | ) | |||
Retained earnings | 66,530 | 78,221 | |||||
Total shareholders’ equity | 994,084 | 1,004,466 | |||||
Total liabilities, minority interest and shareholders’ equity | $ | 2,830,059 | $ | 2,731,403 | |||
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars)
For the Three Months Ended March 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | (Unaudited) | ||||||
REVENUE: | |||||||
Real estate revenues: | |||||||
Base rent | $ | 66,002 | $ | 61,344 | |||
Expense reimbursements | 30,561 | 28,530 | |||||
Percentage rent | 2,334 | 2,172 | |||||
Lease termination revenues | 1,438 | 27 | |||||
Other real estate revenues | 2,006 | 1,932 | |||||
Total real estate revenues | 102,341 | 94,005 | |||||
Management company revenues | 1,439 | 2,061 | |||||
Interest and other income | 190 | 254 | |||||
Total revenues | 103,970 | 96,320 | |||||
EXPENSES: | |||||||
Property operating expenses: | |||||||
Property payroll and benefits | (6,585 | ) | (6,697 | ) | |||
Real estate and other taxes | (9,501 | ) | (8,581 | ) | |||
Utilities | (7,343 | ) | (6,322 | ) | |||
Other operating expenses | (14,856 | ) | (14,034 | ) | |||
Total property operating expenses | (38,285 | ) | (35,634 | ) | |||
Depreciation and amortization | (26,112 | ) | (25,581 | ) | |||
General and administrative expenses: | |||||||
Corporate payroll and benefits | (7,124 | ) | (8,029 | ) | |||
Other general and administrative expenses | (2,094 | ) | (2,614 | ) | |||
Total general and administrative expenses | (9,218 | ) | (10,643 | ) | |||
Interest expense | (19,356 | ) | (17,807 | ) | |||
Total expenses | (92,971 | ) | (89,665 | ) | |||
Income before equity in income of partnerships, gains on sales of interests in real estate, minority interest and discontinued operations | 10,999 | 6,655 | |||||
Equity in income of partnerships | 1,650 | 1,765 | |||||
Gains on sales of interests in real estate | 61 | — | |||||
Income before minority interest and discontinued operations | 12,710 | 8,420 | |||||
Minority interest in properties | (45 | ) | (350 | ) | |||
Minority interest in Operating Partnership | (1,432 | ) | (784 | ) | |||
Income from continuing operations | 11,233 | 7,286 | |||||
Discontinued operations: | |||||||
Operating results from discontinued operations | 186 | 2,415 | |||||
Adjustments to gains on sales of real estate | — | (550 | ) | ||||
Minority interest in properties | — | (8 | ) | ||||
Minority interest in Operating Partnership | (21 | ) | (180 | ) | |||
Income from discontinued operations | 165 | 1,677 | |||||
Net income | 11,398 | 8,963 | |||||
Dividends on preferred shares | (3,403 | ) | (3,403 | ) | |||
Net income available to common shareholders | $ | 7,995 | $ | 5,560 | |||
EARNINGS PER SHARE
(in thousands of dollars, except per share amounts)
For the Three Months Ended March 31, | |||||||
2005 | 2004 | ||||||
(Unaudited) | (Unaudited) | ||||||
Income from continuing operations | $ | 11,233 | $ | 7,286 | |||
Dividends on preferred shares | (3,403 | ) | (3,403 | ) | |||
Income from continuing operations available to common shareholders | 7,830 | 3,883 | |||||
Dividends on unvested restricted shares | (242 | ) | — | ||||
Income from continuing operations used to calculate earnings per share | $ | 7,588 | $ | 3,883 | |||
Income from discontinued operations | $ | 165 | $ | 1,677 | |||
Basic earnings per share: | |||||||
Income from continuing operations | $ | 0.21 | $ | 0.11 | |||
Income from discontinued operations | 0.01 | 0.05 | |||||
$ | 0.22 | $ | 0.16 | ||||
Diluted earnings per share: | |||||||
Income from continuing operations | $ | 0.21 | $ | 0.11 | |||
Income from discontinued operations | — | 0.05 | |||||
$ | 0.21 | $ | 0.16 | ||||
(in thousands) | |||||||
Weighted-average shares outstanding – basic | 35,972 | 35,403 | |||||
Effect of common share equivalents | 310 | 377 | |||||
Weighted-average shares outstanding – diluted | 36,282 | 35,780 | |||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
For the Three Months Ended March 31, | |||||||
2005 | 2004 | ||||||
(unaudited) | (unaudited) | ||||||
Cash Flows from Operating Activities: | |||||||
Net income | $ | 11,398 | $ | 8,963 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 19,074 | 20,556 | |||||
Amortization of in-place lease assets | 6,862 | 4,953 | |||||
Amortization of leasing commissions | 176 | 72 | |||||
Amortization of above market lease assets | 715 | 712 | |||||
Amortization of below market lease assets | (536 | ) | (511 | ) | |||
Amortization of deferred financing costs | 534 | 376 | |||||
Amortization of debt premium | (4,792 | ) | (4,625 | ) | |||
Straight-line rent adjustments | (1,004 | ) | (1,310 | ) | |||
Equity in income of partnerships in excess of distributions | — | (289 | ) | ||||
Provision for doubtful accounts | 922 | 2,681 | |||||
Amortization of deferred compensation | 908 | 651 | |||||
Minority interest | 1,498 | 1,392 | |||||
(Gains) adjustments to gains on sales of interests in real estate | (61 | ) | 550 | ||||
Change in assets and liabilities: | |||||||
Net change in other assets | (455 | ) | 6,147 | ||||
Net change in other liabilities | (13,632 | ) | (9,379 | ) | |||
Net cash provided by operating activities | 21,607 | 30,939 | |||||
Cash Flows from Investing Activities: | |||||||
Investments in wholly-owned real estate acquisitions, net of cash acquired | (61,145 | ) | (4,774 | ) | |||
Investments in wholly-owned real estate improvements | (5,113 | ) | (9,431 | ) | |||
Investments in construction in progress | (2,827 | ) | (2,912 | ) | |||
Investments in partnerships | (336 | ) | (3,030 | ) | |||
Increase in cash escrows | (3,124 | ) | (4,018 | ) | |||
Capitalized leasing costs | (826 | ) | (400 | ) | |||
Investment in leasehold improvements | (903 | ) | (502 | ) | |||
Cash distributions from partnerships in excess of equity in income | 1,825 | — | |||||
Cash proceeds from sales of wholly-owned real estate | 68 | — | |||||
Net cash used in investing activities | (72,381 | ) | (25,067 | ) | |||
Cash Flows from Financing Activities: | |||||||
Principal installments on mortgage notes payable | (4,903 | ) | (4,691 | ) | |||
Repayment of mortgage notes payable | (58,791 | ) | — | ||||
Borrowing from unsecured revolving Credit Facility | 131,000 | 12,000 | |||||
Payment of deferred financing costs | (1,280 | ) | (101 | ) | |||
Shares of beneficial interest issued | 1,199 | 1,527 | |||||
Shares of beneficial interest retired | (816 | ) | (25 | ) | |||
Distributions paid to common shareholders | (19,686 | ) | (19,114 | ) | |||
Distributions paid to preferred shareholders | (3,403 | ) | (3,403 | ) | |||
Distributions paid to OP Unit holders and minority partners | (2,476 | ) | (2,478 | ) | |||
Net cash provided by (used in) financing activities | 40,844 | (16,285 | ) | ||||
Net change in cash and cash equivalents | (9,930 | ) | (10,413 | ) | |||
Cash and cash equivalents, beginning of period | 40,340 | 42,977 | |||||
Cash and cash equivalents, end of period | $ | 30,410 | $ | 32,564 | |||
1. | BASIS OF PRESENTATION: |
2. | RECENT ACCOUNTING PRONOUNCEMENTS: |
3. | REAL ESTATE ACTIVITIES: |
March 31, 2005 | December 31, 2004 | ||||||
(in thousands of dollars) | |||||||
Buildings and improvements | $ | 2,230,654 | $ | 2,137,687 | |||
Land | 412,485 | 395,889 | |||||
Total investments in real estate | 2,643,139 | 2,533,576 | |||||
Less: accumulated depreciation | (169,573 | ) | (150,885 | ) | |||
Net investments in real estate | $ | 2,473,566 | $ | 2,382,691 | |||
For the Three Months Ended March 31, | |||||||
(in thousands of dollars) | 2005 | 2004 | |||||
Real estate revenues | $ | 1,348 | $ | 7,536 | |||
Expenses | |||||||
Property operating expenses | (852 | ) | (4,229 | ) | |||
Interest expense | (310 | ) | (892 | ) | |||
Total expenses | (1,162 | ) | (5,121 | ) | |||
Operating results from discontinued operations | 186 | 2,415 | |||||
Adjustments to gains on sales of real estate | — | (550 | ) | ||||
Minority interest | (21 | ) | (188 | ) | |||
Income from discontinued operations | $ | 165 | $ | 1,677 | |||
4. | INVESTMENTS IN PARTNERSHIPS: |
(in thousands of dollars) | March 31, 2005 | December 31, 2004 | |||||
Assets | |||||||
Investments in real estate, at cost: | |||||||
Retail properties | $ | 247,822 | $ | 247,161 | |||
Construction in progress | 1,506 | 1,506 | |||||
Total investments in real estate | 249,328 | 248,667 | |||||
Less: accumulated depreciation | (70,517 | ) | (68,670 | ) | |||
178,811 | 179,997 | ||||||
Cash and cash equivalents | 5,080 | 8,170 | |||||
Deferred costs and other assets | 27,468 | 28,181 | |||||
Total assets | 211,359 | 216,348 | |||||
Liabilities and partners’ equity | |||||||
Mortgage notes payable | 218,429 | 219,575 | |||||
Other liabilities | 10,436 | 11,072 | |||||
Total liabilities | 228,865 | 230,647 | |||||
Net equity (deficit) | (17,506 | ) | (14,299 | ) | |||
Less: partners’ share | (8,949 | ) | (7,310 | ) | |||
Company’s share | (8,557 | ) | (6,989 | ) | |||
Excess investment (1) | 11,845 | 11,912 | |||||
Advances | 8,708 | 8,563 | |||||
Net investments and advances | $ | 11,996 | $ | 13,486 | |||
Investment in partnerships, at equity | $ | 27,056 | $ | 27,244 | |||
Deficit investments in partnerships included in accrued expenses and other liabilities | (15,060 | ) | (13,758 | ) | |||
$ | 11,996 | $ | 13,486 | ||||
(1) | Excess investment represents the unamortized difference of the Company’s investment over the Company’s share of the equity in the underlying net investment in the partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “equity in income of partnerships.” |
Three Months Ended March 31, | |||||||
(in thousands of dollars) | 2005 | 2004 | |||||
Gross revenues from real estate | $ | 14,534 | $ | 14,612 | |||
Expenses: | |||||||
Property operating expenses | (4,709 | ) | (4,634 | ) | |||
Interest expense | (4,142 | ) | (4,188 | ) | |||
Depreciation and amortization | (2,219 | ) | (2,140 | ) | |||
Total expenses | (11,070 | ) | (10,962 | ) | |||
Net income | 3,464 | 3,650 | |||||
Less: partners’ share | 1,746 | 1,830 | |||||
Company’s share | 1,718 | 1,820 | |||||
Amortization of excess investment | (68 | ) | (55 | ) | |||
Company’s share of equity in income of partnerships | $ | 1,650 | $ | 1,765 | |||
5. | MORTGAGE NOTES AND BANK LOAN PAYABLE |
6. | COMPREHENSIVE INCOME: |
Three Months Ended March 31, | |||||||
(in thousands of dollars) | 2005 | 2004 | |||||
Net income | $ | 11,398 | $ | 8,963 | |||
Other comprehensive loss (1) | (9 | ) | (78 | ) | |||
Total comprehensive income | $ | 11,389 | $ | 8,885 | |||
(1) | Represents amortization of deferred hedging costs associated with completed development activities, and write off of deferred hedging costs associated with terminated development activities. |
7. | CASH FLOW INFORMATION: |
8. | RELATED PARTY TRANSACTIONS: |
9. | COMMITMENTS AND CONTINGENCIES: |
10. | SUBSEQUENT EVENTS |
• | Except for one property that we co-manage with our partner, all of the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed property, all decisions in the ordinary course of business are made jointly. | |
• | The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. | |
• | All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. | |
• | Voting rights and the sharing of profits and losses are generally in proportion to the ownership percentages of each partner. |
In February 2005, we acquired Cumberland Mall in Vineland, New Jersey. The total purchase price was approximately $59.5 million, which included approximately $47.7 million in mortgage debt secured by Cumberland Mall. The remaining portion of the purchase price included approximately $11.0 million in units in our Operating Partnership (“OP Units”), which were valued based on the average of the closing price of our common shares on the ten consecutive trading days immediately before the closing date of the transaction. In a related transaction, we acquired an undeveloped 1.7 acre land parcel adjacent to Cumberland Mall for approximately $0.9 million in cash, which we have included in the aggregate $59.5 million purchase price. Of the purchase price amount, $8.7 million was allocated to the value of in-place leases, $0.2 million was allocated to above-market leases and $0.3 million was allocated to below-market leases. We also recorded a debt premium of $2.7 million in order to mark Cumberland Mall’s mortgage debt to market.
• | events and changes in property, market and economic conditions; | |
• | estimated future cash flows from property operations, and; | |
• | the risk of loss on specific accounts or amounts. |
• | unexpected changes in operations that could result from the integration of newly acquired properties; | |
• | increase in tenant bankruptcies reducing revenue and operating cash flows; | |
• | increase in interest expense as a result of borrowing incurred in order to finance long-term capital requirements such as property and portfolio acquisitions; | |
• | increase in interest rates affecting our net cost of borrowing; | |
• | increase in insurance premiums and/or our portion of claims; | |
• | eroding market conditions in one or more of our primary geographic regions adversely affecting property operating cash flows; and | |
• | disputes with tenants over common area maintenance and other charges. |
• | constraining leverage covenants; | |
• | increased interest rates affecting coverage ratios; and | |
• | reduction in our consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) affecting coverage ratios. |
(in thousands of dollars) | Three Months Ended March 31, 2005 | Three Months Ended March 31, 2004 | % Change 2004 to 2005 | |||||||
Real estate revenues | $ | 102,341 | $ | 94,005 | 9 | % | ||||
Property operating expenses | (38,285 | ) | (35,634 | ) | 7 | % | ||||
Management company revenue | 1,439 | 2,061 | (30 | )% | ||||||
Interest and other income | 190 | 254 | (25 | )% | ||||||
General and administrative expenses | (9,218 | ) | (10,643 | ) | (13 | )% | ||||
Interest expense | (19,356 | ) | (17,807 | ) | 9 | % | ||||
Depreciation and amortization | (26,112 | ) | (25,581 | ) | 2 | % | ||||
Equity in income of partnerships | 1,650 | 1,765 | (7 | )% | ||||||
Gains on sales of interests in real estate | 61 | — | n/a | |||||||
Minority interest in properties | (45 | ) | (350 | ) | (87 | )% | ||||
Minority interest in Operating Partnership | (1,432 | ) | (784 | ) | 83 | % | ||||
Income from continuing operations | 11,233 | 7,286 | 54 | % | ||||||
Income from discontinued operations | 165 | 1,677 | (90 | )% | ||||||
Net income | $ | 11,398 | $ | 8,963 | 27 | % | ||||
Real Estate Revenues
Real estate revenues increased by $8.3 million, or 9%, in the first three months of 2005 as compared to the first three months of 2004 primarily due to property acquisitions. We record real estate revenues starting on the date on which each property was acquired. The Gallery at Market East II, acquired during the second quarter of 2004, provided $1.8 million of real estate revenues in the first quarter of 2005. Orlando Fashion Square, acquired during the fourth quarter of 2004, provided $3.7 million of real estate revenues in the first quarter of 2005. Cumberland Mall, acquired February 1, 2005, provided $1.9 million of real estate revenues in the first quarter of 2005. Real estate revenues from properties that were owned by the Company prior to January 1, 2004 increased by $0.9 million, primarily due to an increase of $1.4 million in lease termination income, offset by a $0.5 million decrease in base rents.
For the three months ended March 31, | |||||||
(in thousands of dollars) | 2005 | 2004 | |||||
Operating results from discontinued operations | $ | 186 | $ | 2,415 | |||
Adjustments to gains on sales of discontinued operations | — | (550 | ) | ||||
Minority interest in properties | — | (8 | ) | ||||
Minority interest in Operating Partnership | (21 | ) | (180 | ) | |||
Income from discontinued operations | $ | 165 | $ | 1677 | |||
Three Months Ended | |||||||
(in thousands of dollars) | March 31, 2005 | March 31, 2004 | |||||
Net income | $ | 11,398 | $ | 8,963 | |||
Adjustments: | |||||||
Depreciation and amortization: | |||||||
Wholly owned and consolidated partnerships | 26,112 | 25,581 | |||||
Unconsolidated partnerships | 1,151 | 1,078 | |||||
Interest expense | |||||||
Wholly owned and consolidated partnerships | 19,356 | 17,807 | |||||
Unconsolidated partnerships | 2,040 | 2,050 | |||||
Discontinued operations | 311 | 892 | |||||
Minority interest in Operating Partnership | |||||||
Continuing operations | 1,432 | 784 | |||||
Discontinued operations | 21 | 180 | |||||
Minority interest in properties | |||||||
Continuing operations | 45 | 350 | |||||
Discontinued operations | — | 8 | |||||
Gains on sales of interests in real estate | (61 | ) | — | ||||
Adjustments to gains on sale of discontinued operations | — | 550 | |||||
General and administrative expenses | 9,218 | 10,643 | |||||
Management company revenue | (1,439 | ) | (2,061 | ) | |||
Interest and other income | (190 | ) | (254 | ) | |||
Net operating income | $ | 69,394 | $ | 66,571 | |||
Same store retail properties | $ | 65,239 | $ | 63,700 | |||
Same store industrial properties | 109 | 84 | |||||
Non-same store properties | 4,046 | 2,787 | |||||
Net operating income | $ | 69,394 | $ | 66,571 | |||
(in thousands of dollars, except per share amounts) | For the three months ended March 31, 2005 | Per share (including OP Units) | For the three months ended March 31, 2004 | Per share (including OP Units) | |||||||||
Net income | $ | 11,398 | $ | 0.28 | $ | 8,963 | $ | 0.23 | |||||
Minority interest in Operating Partnership (continuing operations) | 1,432 | 0.03 | 784 | 0.02 | |||||||||
Minority interest in Operating Partnership (discontinued operations) | 21 | — | 180 | — | |||||||||
Dividends on preferred shares | (3,403 | ) | (0.08 | ) | (3,403 | ) | (0.09 | ) | |||||
Gains on sales of interests in real estate | (61 | ) | — | — | — | ||||||||
Adjustments to gains on sale of real estate | — | — | 550 | 0.01 | |||||||||
Depreciation and amortization: | |||||||||||||
Wholly-owned and consolidated partnership (1) | 25,641 | 0.63 | 25,279 | 0.65 | |||||||||
Unconsolidated partnerships | 1,151 | 0.03 | 1,078 | 0.03 | |||||||||
Funds from operations (2) | $ | 36,179 | $ | 0.89 | $ | 33,431 | $ | 0.85 | |||||
Weighted average number of shares outstanding | 35,972 | 35,403 | |||||||||||
Weighted average effect of full conversion of OP units | 4,584 | 3,836 | |||||||||||
Total weighted average shares outstanding, including OP units | 40,556 | 39,239 | |||||||||||
(1) | Excludes depreciation of non-real estate assets and amortization of deferred financing costs. |
(2) | Includes the non-cash effect of straight-line rents of $1.0 million and $1.3 million for the three months ended March 31, 2005 and 2004, respectively. |
• | general economic, financial and political conditions, including the possibility of war or terrorist attacks; | |
• | changes in local market conditions or other competitive factors; | |
• | existence of complex regulations, including those relating to our status as a REIT, and the adverse consequences if we were to fail to qualify as a REIT; | |
• | risks relating to development and redevelopment activities, including construction; | |
• | our ability to maintain and increase property occupancy and rental rates; | |
• | our ability to acquire additional properties and our ability to integrate acquired properties into our existing portfolio; | |
• | dependence on our tenants’ business operations and their financial stability; | |
• | possible environmental liabilities; | |
• | increases in operating costs that cannot be passed on to tenants; | |
• | our ability to obtain insurance at a reasonable cost; | |
• | our ability to raise capital through public and private offerings of debt and/or equity securities and other financing risks, including the availability of adequate funds at reasonable cost; and | |
• | our short- and long-term liquidity position. |
• | Our disclosure controls and procedures are designed to ensure that the information that we are required to disclose in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported accurately and on a timely basis. | |
• | Information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. |
OTHER INFORMATION
Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||
January 1 – January 31, 2005 | — | $ | — | — | — | ||||||||
February 1 – February 28, 2005 | 21,089 | 42.11 | — | — | |||||||||
March 1 – March 31, 2005 | — | — | — | — | |||||||||
Total | 21,089 | $ | 42.11 | — | — | ||||||||
31.1* | Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* | Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||
May 9, 2005 | By: /s/ RONALD RUBIN | |
Ronald Rubin | ||
Chief Executive Officer | ||
By: /s/ ROBERT F. MCCADDEN | ||
Robert F. McCadden | ||
Executive Vice President and Chief Financial Officer | ||
By: /s/ DAVID J. BRYANT | ||
David J. Bryant | ||
Senior Vice President and Treasurer | ||
(Principal Accounting Officer) |