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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2000
-------------------
[ ] 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 1-6300
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Pennsylvania Real Estate Investment Trust
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-6216339
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
200 South Broad Street, Third Floor, Philadelphia, PA 19102-3803
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (215) 875-0700
----------------------------
N/A
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the last 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares of beneficial interest outstanding at August 11, 2000: 13,458,937
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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONTENTS
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets--June 30, 2000
and December 31, 1999 1-2
Consolidated Statements of Income--Three Months
and Six Months Ended June 30, 2000 and June 30, 1999 3
Consolidated Statements of Cash Flows--Six Months
Ended June 30, 2000 and June 30, 1999 4
Notes to Unaudited Consolidated Financial Statements 5-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Part II. Other Information 19
Item 1. Not Applicable -
-
Item 2. Not Applicable
Item 3. Not Applicable -
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
Exhibits Index 21
Part I. Financial Information
Item 1. Financial Statements
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED BALANCE SHEETS
ASSETS
(In thousands)
(Unaudited)
June 30, December 31,
2000 1999
----------- -----------
INVESTMENTS IN REAL ESTATE, at cost:
Multifamily properties $ 247,466 $ 236,859
Retail properties 299,001 294,945
Industrial properties 2,504 5,078
Properties under development 51,643 40,639
----------- -----------
Total investments in real estate 600,614 577,521
Less- Accumulated depreciation 90,058 84,577
----------- -----------
510,556 492,944
INVESTMENT IN PREIT-RUBIN, INC. 144 3,888
ADVANCES TO PREIT-RUBIN, INC. 8,631 6,200
INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES,
at equity 18,849 17,873
----------- -----------
538,180 520,905
Less- Allowance for possible losses 528 528
----------- -----------
537,652 520,377
OTHER ASSETS:
Cash and cash equivalents 8,897 7,165
Rents and sundry receivables (net of allowance for doubtful accounts of
$988 and $559, respectively) 5,469 6,249
Deferred costs, prepaid real estate taxes and expenses, net 15,887 13,799
----------- -----------
$ 567,905 $ 547,590
=========== ===========
(Continued)
-1-
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
June 30, December 31,
2000 1999
----------- -----------
LIABILITIES:
Mortgage notes payable $ 264,593 $ 266,830
Bank and other loans payable 92,200 91,000
Construction loan payable 14,822 6,804
Tenants' deposits and deferred rents 3,004 2,291
Accrued pension and retirement benefits 898 952
Accrued expenses and other liabilities 16,913 13,812
----------- -----------
392,430 381,689
----------- -----------
MINORITY INTEREST 32,669 32,489
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Shares of beneficial interest, $1 par; authorized unlimited;
issued and outstanding 13,458 shares at June 30, 2000 and
13,338 shares at December 31, 1999 13,458 13,338
Capital contributed in excess of par 147,689 145,697
Deferred compensation (1,643) -
Distributions in excess of net income (16,698) (25,623)
------------ -----------
142,806 133,412
----------- -----------
$ 567,905 $ 547,590
=========== ===========
The accompanying notes are an integral part of these statements.
-2-
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
Three Months Ended Six Months Ended
---------------------- -----------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------- --------- --------- ---------
REVENUES:
Gross revenues from real estate $ 28,121 $ 21,659 $ 51,342 $ 42,759
Interest and other income 325 402 556 564
--------- --------- --------- ---------
28,446 22,061 51,898 43,323
--------- --------- --------- ---------
EXPENSES:
Property operating expenses 7,425 7,512 15,604 14,889
Depreciation and amortization 3,716 3,310 7,427 6,525
General and administrative expenses 1,406 994 2,441 1,846
Interest expense 5,642 5,360 11,486 10,467
--------- --------- --------- ---------
18,189 17,176 36,958 33,727
--------- --------- --------- ---------
Income before equity in
unconsolidated entities, gains on sales
of interests in real estate and minority
interest in operating partnership 10,257 4,885 14,940 9,596
EQUITY IN LOSS OF PREIT-RUBIN, INC. (1,898) (856) (3,387) (1,948)
EQUITY IN INCOME OF PARTNERSHIPS
AND JOINT VENTURES 1,808 1,377 3,480 2,843
GAINS ON SALES OF INTERESTS IN REAL
ESTATE 6,648 - 8,911 1,346
--------- --------- --------- ---------
Income before minority interest in
operating partnership 16,815 5,406 23,944 11,837
MINORITY INTEREST IN OPERATING
PARTNERSHIP (1,732) (488) (2,471) (1,049)
--------- --------- --------- ---------
NET INCOME $ 15,083 $ 4,918 $ 21,473 $ 10,788
========= ========= ========= =========
BASIC INCOME PER SHARE $ 1.13 $ 0.37 $ 1.61 $ 0.81
========= ========= ========= =========
DILUTED INCOME PER SHARE $ 1.13 $ 0.37 $ 1.61 $ 0.81
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
-3-
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
--------------------------
June 30, June 30,
2000 1999
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21,473 $ 10,788
Adjustments to reconcile net income to net cash
provided by operating activities-
Minority interest in operating partnership 2,471 1,049
Depreciation and amortization 7,427 6,525
Provision for doubtful accounts 429 297
Gains on sales of interests in real estate (8,911) (1,346)
Equity in loss of PREIT-RUBIN, Inc. 3,387 1,948
Decrease in allowance for possible losses -- (70)
Change in assets and liabilities-
Net change in other assets (2,093) (4,555)
Net change in other liabilities 197 (1,551)
--------- ----------
Net cash provided by operating activities 24,380 13,085
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in wholly-owned real estate (13,141) (18,577)
Investments in property under development (9,342) (21,683)
Investment in and advances to PREIT-RUBIN, Inc. (2,430) (1,376)
Investments in partnerships and joint ventures (2,136) (2,244)
Cash proceeds from sale of interest in partnership 2,940 1,093
Cash proceeds from sale of wholly owned real estate 7,631 --
Cash distributions from partnerships and joint ventures
in excess of equity in income 483 1,882
--------- ----------
Net cash used in investing activities (15,995) (40,905)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal installments on mortgage notes payable (2,237) (1,603)
Repayment of mortgage notes payable -- (17,000)
Proceeds from mortgage note payable -- 120,500
Proceeds from construction loans payable 8,017 --
Net borrowing (payment) from credit facility 1,200 (60,800)
Shares of beneficial interest issued 374 82
Payment of deferred financing and equity offering costs -- (1,438)
Distributions paid to shareholders (12,549) (12,515)
Distributions paid to OP Unit holders (1,458) (1,096)
Distributions to minority partners -- (139)
--------- ----------
Net cash (used in) provided by financing activities (6,653) 25,991
--------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,732 (1,829)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,165 10,817
--------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,897 $ 8,988
========= ==========
The accompanying notes are an integral part of these statements.
-4-
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
(In thousands, except per share data)
1. BASIS OF PRESENTATION:
Pennsylvania Real Estate Investment Trust ("PREIT" or the "Company") prepared
the consolidated financial statements pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although we believe that the disclosures
are adequate to make the information presented not misleading. The consolidated
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in PREIT's latest annual report on
Form 10-K. In management's opinion, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the consolidated financial
position and the consolidated results of its operations and its cash flows, have
been included. The results of operations for such interim periods are not
necessarily indicative of the results for the full year.
Certain prior period amounts have been reclassified to conform with current
period presentation.
2. INVESTMENT IN PREIT-RUBIN, INC.:
PREIT-RUBIN, Inc. ("PRI") is responsible for various activities, including
management, leasing and real estate development of certain of PREIT's properties
and for properties on behalf of third parties. Total management fees paid by
PREIT's properties to PRI are included in property operating expenses in the
accompanying consolidated statements of income and amounted to $244 and $438 for
the three and six-month periods ended June 30, 2000, respectively, and $193 and
$291 for the three and six-month periods ended June 30, 1999, respectively.
PREIT's properties also paid leasing and development fees to PRI totaling $258
and $410 for the three and six-month periods ended June 30, 2000, respectively,
and $226 and $442 for the three and six-month periods ended June 30, 1999,
respectively.
Leasing and development fees paid by PREIT's properties to PRI are capitalized
and amortized to expense in accordance with PREIT's accounting policies.
Intercompany profits earned by PRI related to such activities are deferred and
will be amortized to income over these same periods in order to match revenues
and expenses.
PRI also provides management, leasing and development services for partnerships
and other ventures in which certain officers of PREIT and PRI have either direct
or indirect ownership interests. Total revenues earned by PRI for such services
were $913 and $1,585 for the three and six-month periods ended June 30, 2000,
respectively, and $856 and $1,703 for the three and six-month periods ended June
30, 1999, respectively.
Summarized unaudited financial information for PRI as of and for the three and
six-month periods ended June 30, 2000 and 1999 is as follows:
For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
Total assets $ 5,389 $ 9,920 $ 5,389 $ 9,920
============= ============ ============== ==============
Management fees $ 991 $ 1,231 $ 1,981 $ 2,469
Leasing commissions 987 1,331 1,933 2,402
Development fees 117 233 179 475
Other revenue 719 1,011 1,108 1,498
------------- ------------ -------------- --------------
Total revenue $ 2,814 $ 3,806 $ 5,201 $ 6,844
============= ============ ============== ==============
Net loss $ 1,901 $ 901 $ 3,412 $ 2,051
============= ============ ============== ==============
PREIT's share of net loss $ 1,898 $ 856 $ 3,387 $ 1,948
============= ============ ============== ==============
-5-
3. INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES:
The following table presents summarized financial information as to PREIT's
equity in the assets and liabilities of 15 partnerships and joint ventures and 2
properties under development at June 30, 2000, and 16 partnerships and joint
ventures and 2 properties under development at December 31, 1999 and PREIT's
equity in income for the three and six-months ended June 30, 2000 and 1999:
June 30, December 31,
2000 1999
---------- ----------
ASSETS
Investments in real estate, at cost:
Multifamily properties $ 56,604 $ 56,112
Retail properties 348,289 212,238
Properties under development 60,581 38,766
---------- ----------
Total investments in real estate 465,474 307,116
Less- Accumulated depreciation 72,468 70,520
---------- ----------
393,006 236,596
Cash and cash equivalents 6,741 7,952
Deferred costs, prepaid real estate taxes and expenses, and other
assets, net 45,068 43,677
---------- ----------
Total assets $ 444,815 $ 288,225
---------- ----------
LIABILITIES AND PARTNERS' EQUITY
Mortgage notes payable $ 330,255 $ 231,611
Construction loans payable 39,517 22,298
Other liabilities 17,701 16,707
---------- ----------
Total liabilities 387,473 270,616
---------- ----------
Net equity 57,342 17,609
Less: Partners' share of net (equity) deficit (38,493) 264
---------- ----------
Investment in partnerships and joint ventures $ 18,849 $ 17,873
========== ==========
-6-
EQUITY IN INCOME OF PARTNERSHIPS AND JOINT VENTURES
Three Months Ended Six Months Ended
--------------------- ---------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- ---------
Gross revenues from real estate $ 19,343 $ 14,363 $ 35,767 $ 28,521
-------- -------- -------- ---------
Expenses:
Property operating expenses 6,255 4,830 11,723 9,682
Mortgage and bank loan interest 6,503 4,441 11,617 8,629
Depreciation and amortization 3,217 2,311 5,713 4,465
-------- -------- -------- ---------
15,975 11,582 29,053 22,776
-------- -------- -------- ---------
3,368 2,781 6,714 5,745
Partners' share (1,560) (1,404) (3,234) (2,902)
--------- -------- --------- ---------
Equity in income of partnerships and
joint ventures $ 1,808 $ 1,377 $ 3,480 $ 2,843
======== ======== ======== =========
In January 2000, PREIT purchased, for $11 million, including the assumption of
debt, its partner's 35% interest in the Emerald Point Multifamily Community.
PREIT now owns 100% of the property.
In February 2000, PREIT and an unrelated third-party formed a partnership and
purchased the Willow Grove Park shopping center in Willow Grove, Pennsylvania
for approximately $140 million. Upon completion of certain requirements,
including the funding of an expansion of the shopping center, the Company's
current 0.01% interest in the partnership that owns the shopping center will
increase to a subordinated 50% interest.
In January 2000, PREIT sold its 50% interest in the Park Plaza shopping center
in Pinellas Park, Florida for proceeds of $3 million, resulting in a gain of
$2.3 million.
In April 2000, PREIT sold the CVS Warehouse and Distribution Center, an
industrial property in Alexandria, Virginia, for total proceeds of approximately
$11.7 million including the sale price of $7.7 million and a lease termination
fee with the building's sole tenant for $4 million. The sale of the property
resulted in a gain of approximately $6.6 million.
In the second quarter of 2000, PREIT received termination fees of $0.4 million
and $1.2 million at Northeast Tower Community Center and Mandarin Corners
Community Center, respectively.
4. DISTRIBUTIONS:
The per-share amount declared at the date of this report and the per-share
amount declared in the comparable period for distribution are as follows:
Amount
Per
Date Declared Record Date Payment Date Share
------------- ----------- ------------ -----
July 15, 1999 August 31, 1999 September 15, 1999 $0.47
July 13, 2000 August 31, 2000 September 15, 2000 $0.47
-7-
5. EARNINGS PER SHARE:
Basic Earnings Per Share is based on the weighted average number of common
shares outstanding during the period. Diluted Earnings Per Share is based on the
weighted average number of shares outstanding during the period, adjusted to
give effect to common share equivalents. A reconciliation between basic and
diluted Earnings Per Share is shown below:
For the Three Months Ended For the Three Months Ended
June 30, 2000 June 30, 1999
------------------------------ ---------------------------
Per Share Per Share
Income Shares Amount Income Shares Amount
-------- ------ ------ ------- ------ ------
BASIC EARNINGS PER SHARE:
Net income $ 15,083 13,385 $ 1.13 $ 4,918 13,315 $ 0.37
======== ====== ====== ======= ====== ======
DILUTED EARNINGS PER SHARE:
Net income $ 15,083 13,385 $ 4,918 13,315
Common stock equivalents -- -- -- 10
-------- ------ ------- ------
$ 15,083 13,385 $ 1.13 $ 4,918 13,325 $ 0.37
======== ====== ====== ======= ====== ======
For the Six Months Ended For the Six Months Ended
June 30, 2000 June 30, 1999
------------------------------ ---------------------------
Per Share Per Share
Income Shares Amount Income Shares Amount
-------- ------ ------ ------- ------ ------
BASIC EARNINGS PER SHARE:
Net income $ 21,473 13,362 $ 1.61 $10,788 13,312 $ 0.81
======== ====== ====== ======= ====== ======
DILUTED EARNINGS PER SHARE:
Net income $ 21,473 13,362 $10,788 13,312
Common stock equivalents -- 1 -- 7
-------- ------ ------- ------
$ 21,473 13,363 $ 1.61 $10,788 13,319 $ 0.81
======== ====== ====== ======= ====== ======
6. CASH FLOW INFORMATION:
Cash paid for interest was $11,243 (net of capitalized interest of $1,741) and
$5,219 (net of capitalized interest of $419) for the six month periods ended
June 30, 2000 and June 30, 1999, respectively.
The following non-cash transactions occurred during 2000:
o A $2.2 million fixed asset replacement reserve was established in
connection with the acquisition of the Emerald Point multifamily
community minority interest (See Note 3).
o Restricted stock in the amount of $1.6 million was issued to the officers
of PREIT and PRI and recorded as deferred compensation in the
accompanying balance sheet.
7. COMMITMENTS AND CONTINGENCIES:
Environmental matters have arisen at certain properties in which PREIT has an
interest for which reserves have previously been established. No additional
material incremental cost is expected to be incurred on these properties.
-8-
As part of the merger with PRI, PREIT entered into a contribution agreement (the
"Contribution Agreement") which includes a provision for PREIT Associates, L.P.,
(PREIT's operating partnership) to issue up to 800,000 additional Class A
Operating Partnership ("OP") units over the five-year period beginning October
1, 1997 and ending September 30, 2002 according to a formula based upon PREIT's
adjusted funds from operations per share during the five-year period. The
Contribution Agreement establishes "hurdle" and "target" levels for PREIT's
adjusted funds from operations per share during specified earn-out periods to
determine whether, and to what extent, the contingent OP units will be issued.
As of June 30, 2000, 330,000 of the 800,000 OP units for the period covering
October 1, 1997 to December 31, 1999 had been earned. These OP units earned
resulted in an additional purchase price of approximately $5.7 million. PREIT
intends to account for the further issuance of contingent OP units as additional
purchase price when such additional amounts are determinable.
At June 30, 2000, PREIT had approximately $60 million committed to complete
current development and redevelopment projects. In connection with certain
development properties, PREIT Associates, L.P. may be required to issue
additional OP units upon the achievement of certain financial results.
8. RECENT ACCOUNTING PRONOUNCEMENTS:
The Financial Accounting Standards Board has issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", as amended by SFAS No. 138.
The Statement establishes accounting and reporting standards requiring that
every derivative instrument (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. PREIT will be required to adopt this
statement effective as of January 1, 2001. PREIT does not expect the adoption of
this statement to have a material impact on its financial position or results of
operations.
9. SUBSEQUENT EVENT:
In July 2000, PREIT sold the Valley View Shopping Center located in Wilmington,
Delaware, for total proceeds of $9.6 million and expects to record a gain of
approximately $1.5 million.
10. SEGMENT INFORMATION:
PREIT has four reportable segments: (1) retail properties, (2) multifamily
properties, (3) other, and (4) corporate. The retail segment includes the
operation and management of 24 regional and community shopping centers (14
wholly owned and 10 owned in joint venture form). The multifamily segment
includes the operation and management of 19 apartment communities (14 wholly
owned and 5 owned in joint venture form). The other segment includes the
operation and management of 4 retail properties under development (2 wholly
owned and 2 owned in joint venture form) and 4 industrial properties (all wholly
owned). The corporate segment is responsible for cash and investment management
and certain other general support functions.
The accounting policies for the segments are the same as those PREIT uses for
its consolidated financial reporting, except that for segment reporting
purposes, PREIT uses the "proportionate-consolidation method" of accounting (a
non-GAAP measure) for joint venture properties instead of the equity method of
accounting. PREIT calculates the proportionate-consolidation method by applying
its percentage ownership interest to the historical financial statements of its
equity method investments.
-9-
(In thousands)
Adjustments
Three Months Ended to Equity Total
June 30, 2000 Retail Multifamily Other Corporate Total Method Consolidated
- ------------------ -------- ----------- --------- --------- --------- ----------- ------------
Real estate operating revenues $ 17,774 $ 13,467 $ 4,167 -- $ 35,408 $ (7,287) $ 28,121
Real estate operating expense 4,092 5,479 34 -- 9,605 (2,180) 7,425
-------- --------- -------- -------- --------- --------- ---------
Net operating income 13,682 7,988 4,133 -- 25,803 (5,107) 20,696
-------- --------- -------- -------- --------- --------- ---------
General and administrative expenses -- -- -- (1,406) (1,406) -- (1,406)
Interest income -- -- -- 325 325 -- 325
PRI net operating loss -- -- -- (1,437) (1,437) 1,437 --
-------- --------- -------- -------- --------- --------- ---------
EBIDTA 13,682 7,988 4,133 (2,518) 23,285 (3,670) 19,615
-------- --------- -------- -------- --------- --------- ---------
Interest expense (4,344) (3,454) -- (254) (8,052) 2,410 (5,642)
Depreciation and amortization (2,653) (2,065) (13) (335) (5,066) 1,350 (3,716)
Gains on sales of interests in real
estate -- -- 6,648 -- 6,648 -- 6,648
Minority interest in operating
partnership -- -- -- (1,732) (1,732) -- (1,732)
Equity in interest of partnerships
and joint ventures -- -- -- -- -- 1,808 1,808
Equity in loss of PRI -- -- -- -- -- (1,898) (1,898)
-------- --------- -------- -------- --------- --------- ---------
Net income $ 6,685 $ 2,469 $ 10,768 $ (4,839) $ 15,083 $ -- $ 15,083
-------- --------- -------- -------- --------- --------- ---------
Investments in real estate, at cost $404,142 $ 276,018 $ 96,440 $ -- $ 776,600 $(175,986) $ 600,614
-------- --------- -------- -------- --------- --------- ---------
Total assets $384,423 $ 216,262 $ 94,985 $ 13,833 $ 709,503 $(141,598) $ 567,905
-------- --------- -------- -------- --------- --------- ---------
Recurring capital expenditures $ 184 $ 780 $ -- $ -- $ 964 $ (162) $ 802
-------- --------- -------- -------- --------- --------- ---------
Adjustments
Three Months Ended to Equity Total
June 30, 1999 Retail Multifamily Other Corporate Total Method Consolidated
- ------------------ -------- ----------- --------- --------- --------- ----------- ------------
Real estate operating revenues $ 15,578 $ 12,781 $ 379 $ -- $ 28,738 $ (7,079) $ 21,659
Real estate operating expense 4,703 5,172 11 -- 9,886 (2,374) 7,512
-------- --------- -------- -------- --------- --------- ---------
Net operating income 10,875 7,609 368 -- 18,852 (4,705) 14,147
-------- --------- -------- -------- --------- --------- ---------
General and administrative expenses -- -- -- (994) (994) -- (994)
Interest income -- -- -- 402 402 -- 402
PRI net operating loss -- -- -- (403) (403) 403 --
-------- --------- -------- -------- --------- --------- ---------
EBIDTA 10,875 7,609 368 (995) 17,857 (4,302) 13,555
-------- --------- -------- -------- --------- --------- ---------
Interest expense (3,829) (3,279) (421) (211) (7,740) 2,380 (5,360)
Depreciation and amortization (2,466) (1,873) (24) (348) (4,711) 1,401 (3,310)
Minority interest in operating
partnership -- -- -- (488) (488) -- (488)
Equity in interest of partnerships
and joint ventures -- -- -- -- -- 1,377 1,377
Equity in loss of PRI -- -- -- -- -- (856) (856)
-------- --------- -------- -------- --------- --------- ---------
Net income $ 4,580 $ 2,457 $ (77) $ (2,042) $ 4,918 $ -- $ 4,918
-------- --------- --------- -------- --------- --------- ---------
Investments in real estate, at cost $279,442 $ 233,849 $ 42,991 $ -- $ 556,282 $ -- $ 556,282
-------- --------- -------- -------- --------- --------- ---------
Total assets $231,576 $ 202,850 $ 54,203 $169,623 $ 658,252 $(130,242) $ 528,010
-------- --------- -------- -------- --------- --------- ---------
Recurring capital expenditures $ 48 $ 670 $ -- $ -- $ 718 $ (93) $ 625
-------- --------- --------- -------- --------- --------- ---------
-10-
(In thousands)
Adjustments
Six Months Ended to Equity Total
June 30, 2000 Retail Multifamily Other Corporate Total Method Consolidated
- ---------------- -------- ----------- --------- --------- --------- ----------- ------------
Real estate operating revenues $ 34,463 $ 26,929 $ 4,545 -- $ 65,937 $ (14,595) $ 51,342
Real estate operating expense 9,290 10,826 39 -- 20,155 (4,551) 15,604
-------- --------- -------- -------- --------- --------- ---------
Net operating income 25,173 16,103 4,506 -- 45,782 (10,044) 35,738
-------- --------- -------- -------- --------- --------- ---------
General and administrative expenses -- -- -- (2,441) (2,441) -- (2,441)
Interest income -- -- -- 556 556 -- 556
PRI net operating loss -- -- -- (2,567) (2,567) 2,567 --
-------- --------- -------- -------- --------- --------- ---------
EBIDTA 25,173 16,103 4,506 (4,452) 41,330 (7,477) 33,853
-------- --------- -------- -------- --------- --------- ---------
Interest expense (8,735) (7,007) -- (483) (16,225) 4,739 (11,486)
Depreciation and amortization (5,319) (4,084) (37) (632) (10,072) 2,645 (7,427)
Gains on sales of interests in real
estate 2,263 -- 6,648 -- 8,911 -- 8,911
Minority interest in operating
partnership -- -- -- (2,471) (2,471) -- (2,471)
Equity in interest of partnerships
and joint ventures -- -- -- -- -- 3,480 3,480
Equity in loss of PRI -- -- -- -- -- (3,387) (3,387)
-------- --------- -------- -------- --------- --------- ---------
Net income $ 13,382 $ 5,012 $ 11,117 $ (8,038) $ 21,473 $ -- $ 21,473
-------- --------- -------- -------- --------- --------- ---------
Investments in real estate, at cost $404,142 $ 276,018 $ 96,440 $ -- $ 776,600 $(175,986) $ 600,614
-------- --------- -------- -------- --------- --------- ---------
Total assets $384,423 $ 216,262 $ 94,985 $ 13,833 $ 709,503 $(141,598) $ 567,905
-------- --------- -------- -------- --------- --------- ---------
Recurring capital expenditures $ 303 $ 1,484 $ -- $ -- $ 1,787 $ (323) $ 1,464
-------- --------- -------- --------- --------- --------- ---------
Adjustments
Six Months Ended to Equity Total
June 30, 1999 Retail Multifamily Other Corporate Total Method Consolidated
- ---------------- -------- ----------- --------- --------- --------- ----------- ------------
Real estate operating revenues $ 30,453 $ 25,585 $ 776 $ -- $ 56,814 $ (14,055) $ 42,759
Real estate operating expense 9,255 10,377 14 -- 19,646 (4,757) 14,889
-------- --------- -------- -------- --------- --------- ---------
Net operating income 21,198 15,208 762 -- 37,168 (9,298) 27,870
-------- --------- -------- -------- --------- --------- ---------
General and administrative expenses -- -- -- (1,846) (1,846) -- (1,846)
Interest income -- -- -- 564 564 -- 564
PRI net operating loss -- -- -- (1,203) (1,203) 1,203 --
-------- --------- -------- --------- --------- --------- ---------
EBIDTA 21,198 15,208 762 (2,485) 34,683 (8,095) 26,588
-------- --------- -------- -------- --------- --------- ---------
Interest expense (8,424) (5,512) (584) (565) (15,085) 4,618 (10,467)
Depreciation and amortization (4,792) (3,713) (50) (656) (9,211) 2,686 (6,525)
PRI income taxes -- -- -- 104 104 (104) --
Gains on sales of interests in real
estate 445 -- 901 -- 1,346 -- 1,346
Minority interest in operating
partnership -- -- -- (1,049) (1,049) -- (1,049)
Equity in interest of partnerships
and joint ventures -- -- -- -- -- 2,843 2,843
Equity in loss of PRI -- -- -- -- -- (1,948) (1,948)
-------- --------- -------- -------- --------- --------- ---------
Net income $ 8,427 $ 5,983 $ 1,029 $ (4,651) $ 10,788 $ -- $ 10,788
-------- ---------- -------- -------- --------- --------- ---------
Investments in real estate, at cost $279,442 $ 233,849 $ 42,991 $ -- $ 556,282 $ -- $ 556,282
-------- --------- -------- -------- --------- --------- ---------
Total assets $231,576 $ 202,850 $ 54,203 $169,623 $ 658,252 $(130,242) $ 528,010
-------- --------- -------- -------- --------- --------- ---------
Recurring capital expenditures $ 185 $ 1,497 $ -- $ -- $ 1,682 $ (185) $ 1,497
-------- --------- -------- --------- --------- --------- ---------
-11-
Item 2.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
PREIT expects to meet its short-term liquidity requirements generally through
its available working capital and net cash provided by operations. PREIT
believes that the net cash provided by operations will be sufficient to make
distributions to continue to qualify as a REIT under the Internal Revenue Code.
PREIT also believes that the foregoing sources of liquidity will be sufficient
to fund its short-term liquidity needs for the foreseeable future, including
recurring capital expenditures, tenant improvements and leasing commissions.
PREIT expects to meet certain long-term liquidity requirements such as property
acquisitions, scheduled debt maturities, renovations, expansions and other
non-recurring capital improvements through long-term secured and unsecured
indebtedness, the issuance of additional equity securities and the use of the
remaining funds available under its $150 million credit facility (the "Credit
Facility"). The Credit Facility matures on December 31, 2000. Management is in
the process of negotiating a new Credit Facility which is expected to make
additional funds available to the Company. Management expects these negotiations
to be completed in the fourth quarter of 2000.
The Credit Facility
At June 30, 2000, PREIT had borrowed $92.2 million against its Credit Facility
and had pledged $6.7 million as collateral for several letters of credit. Of the
unused portion of the Credit Facility of approximately $51.1 million, as of June
30, 2000, the Company's loan covenant restrictions allow the Company to borrow
approximately an additional $19.9 million (based on the existing property
collateral pool) to fund property acquisitions, scheduled debt maturities and
other uses. At June 30, 2000, the interest rate on the Credit Facility was
8.34%.
Mortgage Notes
In addition to amounts due under the Credit Facility during the next three
years, construction and mortgage loans, secured by properties owned by 2
partnerships in which PREIT has an interest, mature by their terms. Balloon
payments on these loans total $40.1 million of which PREIT's proportionate share
is $20.4 million. Construction and mortgage loans on properties wholly-owned by
PREIT also mature by their terms. Balloon payments on these loans total $29.8
million ($15.0 million in 2000 and $14.8 million in 2001).
-12-
Funds from Operations
Funds from operations (FFO) increased by $5.6 million for the six months ended
June 30, 2000, as compared to the six months ended June 30, 1999, as follows:
(In thousands)
Three Months Ended Six Months Ended
June 30 June 30
--------------------- -------------------------
Funds from Operations(1) 2000 1999 2000 1999
- ----------------------------------------------- -------- -------- -------- ---------
Income before minority interest in operating $ 16,815 $ 5,406 $ 23,944 $ 11,837
partnership
Less: Gains on sales of interests in real
estate (6,648) -- (8,911) (1,346)
Add:
Depreciation and amortization-
Wholly-owned and consolidated partnerships
3,716 3,266 7,427 6,422
Unconsolidated partnerships and joint ventures
1,137 1,137 2,258 2,196
Excess purchase price over net assets acquired
92 54 146 107
Refinancing prepayment fee of
partnerships/joint ventures -- 55 -- 55
Less:
Depreciation of non-real estate assets (65) (60) (130) (120)
Amortization of deferred financing costs (167) (237) (330) (376)
-------- -------- -------- ---------
Funds from operations $ 14,880 $ 9,621 $ 24,404 $ 18,775
======== ======== ======== =========
Weighted average number of shares outstanding 13,385 13,315 13,362 13,312
Weighted average effect of full conversion
of OP Units 1,535 1,321 1,538 1,297
-------- -------- -------- ---------
14,920 14,636 14,900 14,609
======== ======== ======== =========
(1) Funds from operations ("FFO") is defined as income before gains (losses) on
investments, excluding gains (losses) on sale of depreciable operating real
estate and extraordinary items (computed in accordance with generally accepted
accounting principles, "GAAP") plus real estate depreciation and similar
adjustments for unconsolidated joint ventures after adjustments for non-real
estate depreciation and amortization of financing costs. FFO should not be
construed as an alternative to net income (as determined in accordance with
GAAP) as an indicator of PREIT's operating performance, or to cash flows from
operating activities (as determined in accordance with GAAP) as a measure of
liquidity. In addition, PREIT's measure of FFO as presented may not be
comparable to similar measures reported by other companies.
Cash Flows
During the six months ended June 30, 2000, PREIT generated $24.4 million in cash
flow from operating activities. Investing activities during the six months ended
June 30, 2000 used cash of $16.0 million including (i) $9.3 million in
investments in property under development, (ii) $13.1 million in investments in
wholly-owned real estate assets, (iii) $4.6 million in investments in the
affiliated management company and partnerships, offset by (iv) cash proceeds
from the sale of real estate and partnership interest of $7.6 million and $2.9
million, respectively, and (v) distributions from partnerships in excess of
equity in income of $0.5 million. Financing activities used cash of $6.7 million
including (i) $8.0 million of construction loans payable and (ii) a net
borrowing of $1.2 million under the Company's Credit Facility, offset by (iii)
$14.0 million of distributions to shareholders and OP unit holders, and (iv)
principal installments on mortgages of $2.2 million.
-13-
Contingent Liabilities
At June 30, 2000, PREIT had approximately $60 million committed to complete
current development and redevelopment projects. In connection with certain
development properties, PREIT Associates, L.P., may be required to issue
additional OP units upon the achievement of certain financial results.
PREIT along with certain of its joint venture partners has guaranteed debt
totaling $6.1 million. Also, PREIT and one of its joint venture partners have
jointly and severally guaranteed the construction loan payable on a development
project. The balance of the loan at June 30, 2000 was $39.5 million and the
remaining commitment from the lender was $26.5 for a total credit line of $66.0
million.
Interest Rate Protection
In order to reduce exposure to variable interest rates, PREIT entered into a
six-year interest rate swap agreement with First Union, on $20 million of
indebtedness which fixes a rate of 6.12% per annum versus 30-day LIBOR until
June 2001.
Results of Operations
Six Month Periods Ended June 30, 2000 and 1999
Gross revenues from real estate increased by $8.5 million to $51.3 million for
the six-month period ended June 30, 2000, as compared to the corresponding
period in 1999. Retail property revenues increased by $3.1 million. Of this
amount $1.0 million is attributable to 1999 acquisitions and properties under
development in 1999 now placed in service. $1.6 million in termination fees were
received during the 2000 period. The remaining $0.5 million represents an
increase for properties owned during both periods. Multifamily revenues
increased by $1.3 million for properties owned during both periods due to rental
rate increases and higher occupancy rates. Industrial property revenues
increased by $4.0 million due to the CVS lease termination fee.
Property operating expenses increased by $0.7 million to $15.6 million for the
six months ended June 30, 2000 as compared to the six months ended June 30,
1999. Retail property operating expenses increased by $0.3 million with a $0.2
million increase attributable to 1999 acquisitions and properties under
development in 1999 now placed in service offset by operating expenses for
properties owned during both periods which increased by $0.1 million.
Multifamily operating expenses increased by $0.4 million due to increased
repairs and maintenance, payroll and bad debt costs.
Depreciation and amortization increased by $0.9 million to $7.4 million for the
six months ended June 30, 2000 as compared to the six months ended June 30,
1999. Retail property depreciation increased by $0.4 million, of which $0.2
million is the result of 1999 acquisitions and the new development properties
placed in service. Retail depreciation increased by $0.2 million for properties
owned during both periods because of a higher asset base. Multifamily
depreciation increased by $0.5 million for properties owned during both periods
due to a higher asset base.
Interest expense increased by $1.0 million to $11.5 million for the six months
ended June 30, 2000 as compared to the six months ended June 30, 1999. Interest
expense incurred on the newly placed multifamily mortgages resulted in a $1.8
million increase. Interest expense on the credit facility decreased by $0.8
million because of the reduced weighted-average amount outstanding for the 2000
period of $92.3 million as compared to $106.0 million for the 1999 period.
-14-
Equity in income of partnerships and joint ventures increased by $0.7 million to
$3.5 million for the six months ended June 30, 2000 as compared to the six
months ended June 30, 1999. This is primarily attributable to increased income
from Whitehall Mall which was under redevelopment in the 1999 period.
Equity in net loss of PREIT-RUBIN, Inc. for the 2000 period was $3.4 million as
compared to $1.9 million in the 1999 period. The increase in the equity in net
loss was primarily due to decreases in nonrecurring brokerage commissions of
$0.5 million, one-time development fees of $0.3 million and management fees of
$0.5 million, and write off of development costs of $0.4 million.
Gains from the sale of interests in real estate were $8.9 million for the six
months ended June 30, 2000 as compared to $1.3 million for the six months ended
June 30, 1999. The 2000 period reflects a gain on the sale of interest in Park
Plaza Shopping Center in Pinellas Park, FL and the CVS Warehouse and
Distribution Center in Alexandria, VA. The 1999 period includes gains on the
sale of interests in 135 Commerce Drive, Ft. Washington, PA and an undeveloped
land parcel at Crest Plaza in Allentown, PA.
Minority interest in the operating partnership increased by $1.5 million to $2.5
million for the six months ended June 30, 2000 as compared to the six months
ended June 30, 1999 primarily as a result of higher earnings and 167,500
additional contingent OP units earned under the Contribution Agreement related
to the acquisition of The Rubin Organization in 1997.
Net income for the six months ended June 30, 2000 increased to $21.5 million
from $10.8 million as reported in the comparable period in the prior year.
Quarters Ended June 30, 2000 and 1999
Gross revenues from real estate increased by $6.4 million to $28.1 million for
the quarter ended June 30, 2000, as compared to the corresponding period in
1999. Retail property revenues increased by $2.1 million. Of this amount $0.4
million is attributable to 1999 acquisitions and properties under development in
1999 now placed in service. $1.6 million in termination fees were received
during the 2000 period. The remaining $0.1 million represents an increase for
properties owned during both periods. Multifamily revenues increased by $0.7
million for properties owned during both periods due to rental rate increases
and higher occupancy rates. Industrial property revenues increased by $4.0
million due to the CVS lease termination fee.
Property operating expenses decreased by $0.1 million to $7.4 million for the
quarter ended June 30, 2000 as compared to the quarter ended June 30, 1999.
Retail property operating expenses decreased by $0.4 million due to $0.1 million
related to 1999 acquisitions and properties under development in 1999 now placed
in service offset by operating expenses for properties owned during both periods
which decreased by $0.5 million due to the recovery of tenant receivable amounts
previously reserved in the first quarter of 2000. Multifamily operating expenses
increased by $0.3 million due to increased repairs and maintenance, payroll and
bad debt expense.
Depreciation and amortization increased by $0.4 million to $3.7 million for the
quarter ended June 30, 2000 as compared to the quarter ended June 30, 1999.
Retail property depreciation increased by $0.2 million, of which $0.1 million is
the result of 1999 acquisitions and the new development properties placed in
service. Retail depreciation increased by $0.1 million for properties owned
during both periods because of a higher asset base. Multifamily depreciation
increased by $0.2 million for properties owned during both periods also due to a
higher asset base.
Interest expense increased by $0.2 million to $5.6 million for the quarter ended
June 30, 2000 as compared to the quarter ended June 30, 1999. Interest expense
incurred on the newly placed multifamily mortgages resulted in a $0.1 million
increase. Interest expense on the credit facility increased by $0.1 million
because of higher interest rates during the 2000 period and a higher average
amount outstanding during the 2000 period as compared to the 1999 period.
Equity in income of partnerships and joint ventures increased by $0.4 million to
$1.8 million for the quarter ended June 30, 2000 as compared to the quarter
ended June 30, 1999. This is primarily attributable to an increased income from
Whitehall Mall which was under redevelopment in the 1999 period.
-15-
Equity in net loss of PREIT-RUBIN, Inc. for the 2000 period was $1.9 million as
compared to $0.9 million in the 1999 period. During the 2000 period, management
fees decreased $0.3 million, development fees decreased $0.3 million, and $0.4
million in development costs were written off.
Gains from the sale of interests in real estate was $6.6 million for the quarter
ended June 30, 2000 resulting the sale of interest in the CVS Warehouse and
Distribution Center. There were no properties sold in the corresponding 1999
period.
Minority interest in the operating partnership increased by $1.2 million to $1.7
million for the quarter ended June 30, 2000 as compared to the quarter ended
June 30, 1999 primarily as a result of higher earnings and 167,500 additional
contingent OP units earned under the Contribution Agreement related to the
acquisition of The Rubin Organization in 1997.
Net income for the quarter ended June 30, 2000 increased to $15.1 million from
$4.9 million as reported in the comparable period in the prior year.
Acquisitions and Dispositions
PREIT is actively involved in pursing and evaluating a number of individual
property and portfolio acquisition opportunities. In addition, PREIT has stated
that a key strategic goal is to obtain managerial control of all of its assets.
In certain cases where existing joint venture assets are managed by outside
partners, PREIT is considering the possible acquisition of these outside
interests. In certain cases where that opportunity does not exist, PREIT is
considering the disposition of its interests. There can be no assurance that
PREIT will consummate any such acquisition or disposition.
In 2000, PREIT purchased, for $11 million, including the assumption of debt, its
partner's 35% interest in the Emerald Point Multifamily Community. PREIT now
owns 100% of the property.
In 2000, PREIT and an unrelated third-party formed a partnership and purchased
the Willow Grove Park shopping center in Willow Grove, Pennsylvania for
approximately $140 million. Upon completion of certain investment requirements,
including the funding of an expansion of the shopping center, the Company's
current 0.01% interest in the partnership that owns the shopping center will
increase to a subordinated 50% interest.
In 2000, PREIT sold its 50% interest in the Park Plaza shopping center in
Pinellas Park, Florida for proceeds of $3 million, resulting in a gain of $2.3
million.
In 2000, PREIT sold a 294,000 square foot industrial property in Alexandria,
Virginia, for total proceeds of approximately $11.7 million including the sale
price of $7.7 million and a lease termination fee with the building's sole
tenant for $4 million. The sale of the property resulted in a gain of
approximately $6.6 million.
In July 2000, PREIT sold the Valley View Shopping Center located in Wilmington,
Delaware, for total proceeds of $9.6 million and expects to record a gain of
approximately $1.5 million.
Development, Expansions and Renovations
PREIT is involved in a number of development and redevelopment projects, that
may require equity funding by PREIT or third-party debt or equity financing. In
each case, PREIT will evaluate the financing opportunities available to it at
the time a project requires funding. In cases where the project is undertaken
with a joint venture partner, PREIT's flexibility in funding the project may be
governed by the joint venture agreement or the covenants existing in its line of
credit which limit the use of borrowed funds in joint venture projects.
-16-
Year 2000 Issue
PREIT expended approximately $0.2 million in connection with hardware, software
and equipment upgrades and repairs relating to the Year 2000 issue. The Company
did not incur any significant interruption of services in connection with the
Year 2000, nor does the Company expect to incur any in the future.
Forward-Looking Statements
The matters discussed in this report, as well as news releases issued from time
to time by PREIT include use of forward-looking terminology such as "may,"
"will," "should," "expect," "anticipate," "estimate," "plan," or "continue" or
the negative thereof or other variations thereon, or comparable terminology
which constitute "forward-looking statements." Such forward-looking statements
(including without limitation, information concerning PREIT's planned
acquisition, development and divestiture activities, short- and long-term
liquidity position, ability to raise capital through public and private
offerings of debt and/or equity securities, availability of adequate funds at
reasonable cost, revenues and operating expenses for some or all of the
properties, leasing activities, occupancy rates, changes in local market
conditions or other competitive factors) involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of PREIT's results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. PREIT disclaims any obligation to update any such
factors or to publicly announce the result of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.
-17-
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the net financial instrument position or
sensitivity to market risk since December 31, 1999 as reported by PREIT in its
Form 10-K for the year ended December 31, 1999.
-18-
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 2000 Annual Meeting of Holders of Certificates of Beneficial
Interest of the Company was held on May 10, 2000. At such meeting, Messrs.
Ronald Rubin, Leonard I. Korman and Jeffrey P. Orleans were reelected to the
Board of Trustees of the Company to serve for a term ending at the Annual
Meeting of Holders of Certificates of Beneficial Interest to be held in the
spring of 2003 and until their respective successors are elected and qualified.
In such election, 11,734,485 votes were cast for Mr. Rubin, 11,736,708 votes
were cast for Mr. Korman, and 11,738,793 votes were cast for Mr. Orleans. Under
the Company's Trust Agreement, votes cannot be cast against a candidate. Proxies
filed at the 2000 Annual Meeting by holders of 199,501 shares withheld authority
to vote for Mr. Rubin, those filed by the holders of 197,278 shares withheld
authority to vote for Mr. Korman, and those filed by the holders of 195,193
shares withheld authority to vote for Mr. Orleans.
Item 5. Other Information
PREIT issued a press release on August 9, 2000 containing financial
information for the quarter ended June 30, 2000. A copy of the press release is
attached hereto as Exhibit 99.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
99 Press Release, issued August 9, 2000 containing financial
information for the quarter ended June 30, 2000.
(b) Reports on Form 8-K
None
-19-
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By /s/ Ronald Rubin
-------------------------------------
Ronald Rubin
Chief Executive Officer
By /s/ Edward A. Glickman
-------------------------------------
Edward A. Glickman
Executive Vice President and
Chief Financial Officer
By /s/ Dante J. Massimini
-------------------------------------
Dante J. Massimini
Senior Vice President and Treasurer
(Principal Accounting Officer)
-20-
Exhibit Index
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
99 Press Release, issued August 9, 2000, containing financial
information for the period ended June 30, 2000
-21-