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 May 31, 1996
/ / 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
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 (I.R.S. Employer
incorporation or organization) Identification No.)
455 Pennsylvania Avenue, Suite 135, Ft. Washington, PA 19034
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (215) 542-9250
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 of 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 close of the period covered by tills report (applicable
only to corporate issuers).
Shares of beneficial interest outstanding at May 31, 1996: 8,676,098
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This report includes a total of 12 pages.
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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONTENTS
Page
------
Part I. Financial Information
Financial Statements (Unaudited):
Consolidated Balance Sheets--May 31, 1996
and August 31, 1995 (Audited) 1-2
Consolidated Statements of Income--Three and Nine Months
Ended May 31, 1996 and 1995 3
Consolidated Statements of Cash Flows--Nine Months Ended
May 31, 1996 and 1995 4
Notes to Unaudited Consolidated Financial Statements 5-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Part 11. Other Information
Item 6 (Items I through 5 -- not applicable) 11
Signatures 12
Part 1. Financial Information
Item 1. Financial Statements
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED BALANCE SHEETS
(Note 1)
ASSETS
May 31, August 31,
1996 1995
-------------- -------------
(Unaudited)
INVESTMENTS IN REAL ESTATE, at cost:
Apartment buildings $ 157,352,000 $ 154,907,000
Industrial properties 5,078,000 5,078,000
Shopping centers and retail stores (Note 2) 37,272,000 32,354,000
--------------- --------------
Total investments in real estate 199,702,000 192,339,000
Less- Accumulated depreciation 44,660,000 38,828,000
--------------- --------------
155,042,000 153,511,000
LAND HELD FOR SALE -- 3,590,000
INVESTMENTS IN PARTNERSHIPS AND
JOINT VENTURES, at equity (Note 2) 13,875,000 17,439,000
ADVANCES TO PARTNERSHIPS AND
JOINT VENTURES (Note 2) 2,688,000 2,414,000
NOTES RECEIVABLE 1,649,000 1,649,000
--------------- --------------
173,254,000 178,603,000
LESS- Allowance for possible losses 2,081,000 2,775,000
--------------- --------------
171,173,000 175,828,000
OTHER ASSETS:
Cash and cash equivalents 900,000 1,098,000
Rents and sundry receivables 524,000 346,000
Deferred costs, prepaid real estate taxes and expenses, net 4,893,000 4,064,000
--------------- --------------
$ 177,490,000 $ 181,336,000
=============== ===============
The accompanying notes are an integral part of these statements.
1
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED BALANCE SHEETS (Continued)
(Note 1)
LIABILITIES AND BENEFICIARIES' EOUITY
May 31, August 31,
1996 1995
--------------- ----------------
(Unaudited)
LIABILITIES:
Mortgage notes payable $ 85,081,000 $ 78,198,000
Bank loans payable 37,764,000 44,320,000
Tenants' deposits and deferred rents 1,240,000 1,352,000
Accrued pension and retirement benefits 1,149,000 1,213,000
Accrued expenses and other liabilities 3,978,000 3,954,000
-------------- --------------
129,212,000 129,037,000
-------------- --------------
MINORITY INTEREST IN CONSOLIDATED PARTNERSHIP
(Note 2) 523,000 528,000
-------------- --------------
COMMITMENTS AND CONTINGENCIES (Note 5)
BENEFICIARIES' EQUITY (Note 3):
Shares of beneficial interest, $1 par; authorized,
unlimited; issued and outstanding 8,676,098
shares at May 31, 1996 and August 31, 1995 8,676,000 8,676,000
Capital contributed in excess of par 53,133,000 53,133,000
Distributions in excess of net income (14,054,000) (10,038,000)
-------------- --------------
47,755,000 51,771,000
-------------- --------------
$177,490,000 $181,336,000
============== ==============
The accompanying notes are an integral part of these statements.
2
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED STATEMENTS OF INCOME
(Note 1)
(Unaudited)
Three Months Ended Nine Months Ended
May 31, May 31,
---------------------------- --------------------------
1996 1995 1996 1995
------------- ------------ ------------ -----------
REVENUES:
Gross revenues from real estate $ 9,926,000 $ 9,452,000 $ 29,183,000 $ 27,468,000
Interest and other income 42,000 43,000 127,000 131,000
----------- ----------- ----------- -----------
9,968,000 9,495,000 29,310,000 27,599,000
----------- ----------- ----------- -----------
EXPENSES:
Property operating expenses 3,979,000 3,740,000 11,891,000 10,943,000
Depreciation and amortization 1,529,000 1,408,000 4,386,000 3,905,000
General and administrative expenses 860,000 817,000 2,283,000 2,263,000
Mortgage and bank loan interest 2,483,000 2,430,000 7,340,000 6,444,000
----------- ----------- ----------- -----------
8,851,000 8,395,000 25,900,000 23,555,000
----------- ----------- ----------- -----------
Income before minority interest, equity in
income of partnerships and joint ventures
and gains on sales of interests in real estate 1,117,000 1,100,000 3,410,000 4,044,000
MINORITY INTEREST (38,000) (76,000) (180,000) (205,000)
EQUITY IN INCOME OF PARTNERSHIPS
AND JOINT VENTURES (Note 2) 1,546,000 1,545,000 4,576,000 4,788,000
GAINS ON SALES OF INTERESTS IN
REAL ESTATE 411,000 -- 411,000 119,000
----------- ----------- ----------- -----------
NET INCOME $ 3,036,000 $ 2,569,000 $ 8,217,000 $ 8,746,000
----------- ----------- ----------- -----------
NET INCOME PER SHARE $ .35 $ .30 $ .95 $ 1.01
----------- ----------- ----------- -----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING $ 8,676,098 $ 8,669,848 $ 8,676,098 $ 8,669,848
=========== =========== =========== ==========
The accompanying notes are an integral part of these statements.
3
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Notes 1 and 4)
Nine Months Ended
May 31,
--------------------------------
1996 1995
------------ ------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,217,000 $ 8,746,000
Adjustments to reconcile net income to
net cash provided by operating activities-
Minority interest in income of consolidated partnership 180,000 205,000
Depreciation and amortization 4,386,000 3,905,000
Gain on sale of interest in real estate (411,000) (119,000)
Decrease in allowance for possible losses (694,000) (331,000)
Change in assets and liabilities-
Rents and sundry receivables (108,000) 129,000
Deferred costs, prepaid real estate taxes and expenses 183,000 (956,000)
Accrued pension and retirement benefits (64,000) 138,000
Accrued expenses and other liabilities 22,000 611,000
Tenants' deposits and deferred rents (112,000) 81,000
----------- ------------
Net cash provided by operating activities 11,599,000 12,409,000
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in wholly owned real estate (2,720,000) (37,025,000)
Investments in partnerships and joint ventures (514,000) (954,000)
Sale of real estate investment net of costs 4,000,000 --
Increase in advances to partnerships and joint ventures (274,000) (686,000)
Cash distributions from partnerships and joint ventures in
excess of equity in income 1,212,000 96,000
Cash distributions to minority partners (185,000) (19,000)
----------- ------------
Net cash provided by (used in) investing activities 1,519,000 (38,588,000)
----------- ------------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal installments on mortgage notes payable (874,000) (570,000)
Increase in bank loans payable -- 38,279,000
Repayment of bank loans payable (6,557,000) (35,000,000)
Increase in mortgage notes payable 8,800,000 35,000,000
Repayment of mortgage notes payable (1,749,000) --
Payment of deferred financing costs (704,000) --
Distributions paid to beneficiaries (12,233,000) (12,224,000)
----------- ------------
Net cash provided by (used in) financing activities (13,317,000) 25,485,000
----------- ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (199,000) (694,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,099,000 2,152,000
----------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 900,000 $ 1,458,000
=========== ============
The accompanying notes are an integral part of these statements.
4
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MAY 31, 1996 AND 1995
1. BASIS OF PRESENTATION:
The consolidated financial statements have been prepared by the Registrant,
without audit, 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 the Registrant believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the audited
financial statements and the notes thereto included in the Registrant's latest
annual report on Form 10-K. In the opinion of the Registrant, all adjustments
and eliminations, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position of the Registrant as of May
31, 1996 and August 31, 1995 and the consolidated results of its operations for
the three and nine months ended May 31, 1996 and 1995 and cash flows for the
nine months ended May 31, 1996 and 1995, have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.
2. INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES:
The following presents summarized information as to the Registrant's equity in
the assets and liabilities of the partnerships and joint ventures at May 31,
1996 and August 31, 1995, and the Registrant's equity in income for the three
and nine months ended May 31, 1996 and 1995:
May 31, August 31,
ASSETS 1996 1995
------ ---------- ----------
(Unaudited)
Investments in real estate, at cost:
Apartment buildings $ 104,931,000 $ 103,683,000
Industrial property 1,264,000 1,250,000
Shopping centers and retail stores 127,379,000 132,597,000
Land 4,445,000 4,445,000
------------- -------------
Total investments in real estate 238,019,000 241,975,000
Less- Accumulated depreciation 72,389,000 69,918,000
------------- -------------
165,630,000 172,057,000
Cash and cash equivalents 6,238,000 7,303,000
Other assets 5,093,000 4,544,000
------------- -------------
Total assets 176,961,000 183,904,000
------------- -------------
LIABILITIES AND EQUITY
Mortgage notes payable 134,632,000 136,004,000
Bank loans payable 8,334,000 8,277,000
Due to the Trust 2,683,000 2,414,000
Other liabilities 4,164,000 4,571,000
------------- -------------
Total liabilities 149,813,000 151,266,000
------------- -------------
Net equity 27,148,000 32,638,000
Partners' share (13,273,000) (15,199,000)
------------- -------------
Investments in partnerships and joint ventures $ 13,875,000 $ 17,439,000
============= ==============
5
EOUITY IN INCOME OF PARTNERSHIPS AND JOINT VENTURES
Three Months Ended Nine Months Ended
May 31, May 31,
------------------------------------ --------------------------
1996 1995 1996 1995
----------- ------------- ------------ -------------
(Unaudited) (Unaudited)
Gross revenues from real estate $ 13,203,000 $ 13,064,000 $ 40,125,000 $ 39,131,000
Expenses: ------------- ------------- -------------- --------------
Property operating expenses 5,503,000 5,083,000 16,536,000 15,340,000
Mortgage and bank loan interest
expense 2,879,000 3,189,000 9,111,000 9,282,000
Depreciation and amortization 1,690,000 1,653,000 5,178,000 4,849,000
------------- ------------- -------------- --------------
10,072,000 9,925,000 30,825,000 29,471,000
------------- ------------- -------------- --------------
3,131,000 3,139,000 9,300,000 9,660,000
Partners' share (1,585,000) (1,594,000) (4,724,000) (4,872,000)
------------- ------------- -------------- --------------
Equity in income of partnerships
and joint ventures $ 1,545,000 $ 1,545,000 $ 4,576,000 $ 4,788,000
============= ============= ============= ==============
One partnership in which the Registrant is a 65% general partner, and has
control as provided in the partnership agreement, has been consolidated for
financial statement presentation. All of the assets and liabilities are included
in the consolidated financial statements at 100%. The minnority partner's
interest is 35%.
During the third quarter of fiscal 1996, the Registrant acquired a partner's 25%
interest in a partnership for $122,000. The Registrant's investment in
partnerships and joint ventures related to this investment was approximately
$3,023,000. The Registrant eliminated this amount from its investment account
and utilized the partial purchase method to record the purchase of the
previously noncontrolled portion at the partnership's cost with the balance
recorded at the historical carrying amounts of the property at the date of the
transaction. As a result of this transaction, the Registrant has reflected
assets of approximately $4,919,000 and liabilities of approximately $1,774,000
in its consolidated balance sheet. Subsequently, the Registrant paid off the
mortgage on the property in the amount of $1,749,000.
3. DISTRIBUTIONS:
The Trust anticipates declaring a distribution on July 16, 1996, at its
regularly scheduled Trustees meeting. The per share amount declared in the
comparable period in fiscal 1995 for distribution was as follows:
Amount
Per
Date Declared Record Date Payment Date Share
- -------------- ----------- ------------ -----
June 16, 1995 July 31, 1995 August 15, 1995 $.47
6
4. CASH FLOW INFORMATION:
Cash paid for interest was $2,439,000 and $1,884,000 for the three months ended
May 31, 1996 and 1995, and $7,060,000 and $5,658,000 for the nine months ended
May 31, 1996 and 1995, respectively.
5. COMMITMENTS AND CONTINGENCIES:
Environmental matters have arisen at certain properties in which the Registrant
has an interest for which reserves have previously been established. During the
nine months ended May 31, 1996, the Registrant advanced funds totaling $40,000
which were recorded against the previously established reserves.
The Registrant has been named as a defendant in a suit brought by persons and
their affiliates who are partners of the Registrant in three partnerships. The
Registrant is vigorously defending the suit and has denied the plaintiffs'
allegations. The Registrant also believes that it has viable claims against
certain of the same partners (or their affiliates) which it is asserting. As the
pleadings are not yet closed and discovery is ongoing, it is not possible to
judge the ultimate outcome of these suits at this time. However, Management does
not believe that resolution of these matters will have a material adverse effect
on the Registrant's financial condition or results of operations.
7
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
In March 1996, a wholly owned subsidiary of the Registrant acquired the
Registrant's partner's 25% interest in Forestville Plaza, Forestville, Maryland.
The Registrant now owns 100% of this property (see Note 2 on Page 6 of this
report).
In May 1996, the Registrant sold 25 acres of land in Bucks County, Pennsylvania
for $4,100,000 and realized a gain of $411,000. Net proceeds from the sale of
the property consisting of $3,912,000 were used to reduce Registrant's bank
debt.
Subsequent to the end of the third quarter, Registrant sold a property
consisting of 101 apartment units in Midland, Texas for $1,246,000 and realized
a gain of approximately $450,000. Proceeds from the sale were used to reduce
Registrant's bank debt.
Funds from operations (FFO) increased by $110,000 for the three months ended May
31, 1996, as compared to the same period in 1995 as discussed below in results
of operations.
FFO decreased by $419,000 for the nine months ended May 31, 1996, as compared to
the same period in 1995. The decrease in FFO resulted from lower net income in
1996 as compared to the 1995 period as discussed below, with the effect thereof
partially offset by increased depreciation expense on real estate assets. Funds
from operations do not represent cash generated from operations as defined by
generally accepted accounting principles ("GAAP") and is not necessarily
indicative of cash available to fund cash needs.
Three Months Ended Nine Months Ended
---------------------------- ---------------------------------------
May 31, May 31, May 31, May 31,
Funds from Operations(1) 1996 1995 1996 1995
------------------------ --------- ---------- ------------- --------------
Net income $3,036,000 $2,569,000 $ 8,217,000 $ 8,746,000
Less- Gains on sales of real estate (411,000) -- (411,000) (119,000)
---------- ---------- ------------ ------------
2,625,000 2,569,000 7,806,000 8,627,000
Plus:
Depreciation and amortization-
Wholly owned and consolidated partnerships 1,464,000 1,347,000 4,193,000(2) 3,727,000(2)
Unconsolidated partnerships and joint
ventures 809,000 816,000 2,520,000 2,398,000
Less:
Depreciation of non-real estate assets (50,000) (47,000) (150,000) (128,000)
Amortization of deferred financing costs (80,000) (27,000) (246,000) (82,000)
---------- --------- ------------ ------------
Funds from operations $4,768,000 $4,658,000 $ 14,123,000 $ 14,542,000
---------- ---------- ------------ ------------
(1) Effective fiscal year 1996, the Trust has implemented a revised definition
of funds from operations (FFO) based on recommendations adopted by the
National Association of Real Estate Investment Trusts, and has restated FFO
for 1995 (with a downward adjustment for depreciation of non-real estate
assets and amortization of deferred financing costs) to conform with the
revised definition. FFO is defined as income before gains (losses) on
investments and extraordinary items (computed in accordance with generally
accepted accounting principles) plus real estate depreciation and similar
adjustments for unconsolidated joint ventures and less non real estate
depreciation and amortization of financing costs. FFO is not necessarily
indicative of cash available to fund cash needs.
(2) Net of minority interest of $192,000 in 1996 and $179,000 in 1995.
8
Net cash provided by operating activities decreased to $11,599,000 for the nine
months ended May 31, 1996 as compared to $12,409,000 for the same period last
year. Operating cash flow was lower as a result of decreased net income the
components of which are discussed below and other net uses of cash partially
offset by increased depreciation and amortization expense from the Boca Palms
acquisition.
Net cash provided by investing activities was $1,519,000 for the nine months
ended May 31, 1996 as compared to $38,588,000 used in the same period last year.
For the nine months ended May 31, 1996, the Registrant sold land and received
net cash proceeds of $4,000,000. For the nine months ended May 31, 1995, the
Registrant invested $34,000,000 for the acquisition of and subsequent
improvement to Boca Palms Apartments.
Net cash used in financing activities was $13,317,000 for the nine months ended
May 31, 1996 as compared to net cash provided by financing activities of
$25,485,000 in the same period last year. Financing activities in 1996 include a
mortgage note payable on Shenandoah Village Apartments of $8,800,000, a
reduction in bank loans payable of $6,557,000 and distributions paid to
beneficiaries of $12,233,000. Financing activities in 1995 include bank
borrowings used to finance the Boca Palms acquisition and $12,224,000 of
distributions paid to beneficiaries.
Results of Operations
Three-Month Periods Ended May 31, 1996 and 1995
Gross revenues from real estate increased by $474,000 to $9,926,000 for the
three month period ended May 31, 1996 as compared to the same period in the
prior year. The 1996 period included $210,000 of revenues attributable to
Forestville Plaza which the Registrant acquired in this quarter and an increase
in revenues from properties owned during both periods of $264,000.
Operating expenses increased by $239,000 to $3,979,000. The 1996 period included
$77,000 of expenses attributable to Forestville Plaza which the Registrant
acquired in this quarter and an increase in operating expenses from properties
owned during both periods of $162,000.
Depreciation and amortization increased by $121,000 to $1,529,000 primarily as
a result of the Forestville transaction.
Operating results for the quarter ended May 31, 1996 included a $411,000 gain
from the sale of land.
Primarily as a result of the aforementioned gain, net income for the quarter
ended May 31, 1996 increased to $3,036,000 from $2,569,000 as reported in the
comparable period in the prior year.
Nine-Month Periods Ended May 31, 1996 and 1995
Gross revenues from real estate increased by $1,715,000 to $29,183,000 for the
nine month period ended May 31, 1996 as compared to the same period in the prior
year. The increase
9
is due primarily to an increase in revenues of $1,090,000 from the Boca Palms
Apartments, which were acquired in November 1994 and $210,000 from Forestville
Plaza. Exclusive of Boca Palms Apartments and Forestville Plaza, revenues from
properties owned during both periods increased $550,000.
Operating expenses increased by $948,000 to $11,891,000. The increase is due
primarily to $435,000 of increased expenses from the Boca Palms Apartments,
approximately $190,0000 of additional operating expenses as a result of the
harsh winter weather in the mid-Atlantic region during the second quarter of
this fiscal year and $77,000 from Forestville Plaza.
Depreciation and amortization increased by $481,000 to $4,386,000 as a result of
the Boca Palms acquisition and ongoing capital expenditures and the acquisition
of Forestville Plaza.
Interest expense increased by $896,000 to $7,340,000 as a result of increased
borrowings to finance the Boca Palms acquisition and for general corporate
purposes.
For the nine months ended May 31, 1996 and 1995, $313,000 and $331,000,
respectively, of carrying costs for land held for sale were charged against the
allowance for investment losses. In addition, during the three months ended May
31, 1996, the Registrant charged against the allowance for investment losses
$381,000 of development expenses incurred at Crest Plaza, Allentown,
Pennsylvania, for a potential expansion of the shopping center, including a
Caldor store. The lease with Caldor was canceled and the cost was written off
following the bankruptcy declaration by Caldor. Management believes that the
allowance is adequate at this time.
Equity in income of partnerships and joint ventures decreased by $212,000 to
$4,576,000, primarily as a result of a nonrecurring lease termination fee
received from a shopping center tenant in the first quarter of fiscal year 1995.
The Trust's share of partnership and joint venture income in 1996 was also
reduced by approximately $100,000 as compared to the prior year due to higher
operating expenses resulting from the harsh winter weather discussed earlier.
Operating results for the nine-month period ended May 31, 1996 included a
$411,000 gain from the sale of land. Operating results for the nine month period
ended May 31, 1995 included a $119,000 gain from the sale of an interest in real
estate.
10
Part II. Other Information
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - (27.)--Financial Data Schedule (included
in electronic filing format)
(b) Reports on Form 8-K - None
11
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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 on its behalf by the undersigned thereunto duly authorized.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Registrant
By /s/ Jonathan B. Weller
-----------------------------------------
Jonathan B. Weller,
President and Chief Operating Officer
By /s/ Dante J. Massimini
-----------------------------------------
Dante J. Massimini,
Senior Vice-President and Treasurer
Date: July 12, 1996
12