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Pennsylvania Real Estate Investment Trust – ‘10-QT’ for 12/31/97

As of: Tuesday, 2/17/98 · For: 12/31/97 · Accession #: 950116-98-414 · File #: 1-06300

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/17/98  Pennsylvania REIT                 10-QT      12/31/97    2:44K                                    St Ives Financial/FA

Quarterly-Transition Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-QT       Quarterly-Transition Report                           20     93K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K

10-QT — Quarterly-Transition Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Not Applicable Other Information Submission of Matters to a Vote of Security Holders Submission of Matters to a Vote of Security Holders 15-16
1	1st Page - Filing Submission
2	Item 2. Not Applicable
"	Item 4. Submission of Matters to a Vote of Security Holders 15-16
3	Item 1. Financial Statements
17	Item 1. Legal Proceedings
"	Item 4. Submission of Matters to a Vote of Security Holders
18	Item 5. Other Information
19	Item 6. Exhibits and Reports on Form 8-K

10-QT 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

Form 10-Q 

[  ] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities         
Exchange Act of 1934                                                  

For the quarterly period ended                                                  
                           ---------------------------------------------

[X]  Transition Report Pursuant To Section 13 or 15(d) of the Securities        
Exchange Act of 1934                                                  

For the transition period from     September 1, 1997     to  December 31, 1997  
                             -------------------------     -----------------

Commission File Number                                 1-6300                   
                       -----------------------------------------------------

Pennsylvania Real Estate Investment Trust 
------------------------------------------------------------------------------  
(Exact name of registrant as specified in its charter)  

                                                        [Enlarge/Download Table]
                                                                                                      
                           Pennsylvania                                        23-6216339             
----------------------------------------------------------------  ------------------------------------
  (State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)

      455 Pennsylvania Avenue, Suite 135, Ft. Washington, PA                      19034               
----------------------------------------------------------------  ------------------------------------
         (Address of principal executive office)                               (Zip Code)             

Registrant's telephone number, including area code         (215) 542-9250       
                                                ----------------------------

N/A 
------------------------------------------------------------------------------  
(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 December 31, 1997: 13,288,848  
------------------------------------------------------------------------------  

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This report includes a total of 18 pages.                                       
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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

CONTENTS  

                                                        [Enlarge/Download Table]

                                                                                 Page 
                                                                                 ---- 

                                                                                      
Part I.  Financial Information                                                        

Financial Statements (Unaudited):                                                     

   Consolidated Balance Sheets--December 31, 1997 and August 31, 1997 (audited)   1-2 

   Consolidated Statements of Income--Four Months                                     
      Ended December 31, 1997 and 1996                                             3  

   Consolidated Statements of Cash Flows--Four Months                                 
      Ended December 31, 1997 and 1996                                             4  

   Notes to Consolidated Financial Statements                                     5-9 

   Management's Discussion and Analysis of Financial                                  
      Condition and Results of Operations                                        10-14

Part II.  Other Information                                                           

Item 1.    Legal Proceedings                                                      15  

Item 2.    Not Applicable                                                          -- 

Item 3.    Not Applicable                                                          -- 

Item 4.    Submission of Matters to a Vote of Security Holders                   15-16

Item 5.    Other Information                                                      16  

Item 6.    Exhibits and Reports on Form 8-K                                       17  

Signatures                                                                        18  

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Part I.  Financial Information                                                  

Item 1.  Financial Statements                                                   

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

CONSOLIDATED BALANCE SHEETS 

(Note 1)  

ASSETS  

                                                        [Enlarge/Download Table]

                                                                        December 31,         August 31,   
                                                                           1997                 1997      
                                                                    ------------------  ------------------
                                                                        (Unaudited)                       
                                                                                                          
INVESTMENTS IN REAL ESTATE, at cost:                                                                      
   Multifamily properties                                           $      161,270,000  $      159,967,000
   Industrial properties                                                     5,078,000           5,078,000
   Retail properties                                                       120,209,000          37,398,000
                                                                    ------------------  ------------------

                  Total investments in real estate                         286,557,000         202,443,000

   Less- Accumulated depreciation                                           53,171,000          50,711,000
                                                                    ------------------  ------------------

                                                                           233,386,000         151,732,000

PROPERTY UNDER DEVELOPMENT                                                   1,369,000                  --

INVESTMENT IN PREIT-RUBIN                                                    4,853,000                  --

INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES, at equity (Note 3)                                        
                                                                            14,505,000           1,039,000

ADVANCES TO PREIT-RUBIN (Note 2)                                             3,413,000                 -- 
                                                                    ------------------  ----------------- 

                                                                           257,526,000         152,771,000
   Less- Allowance for possible losses                                       1,770,000           1,831,000
                                                                    ------------------  ------------------

                                                                           255,756,000         150,940,000

OTHER ASSETS:                                                                                             
   Cash and cash equivalents                                                 1,324,000           1,399,000
   Rents and sundry receivables                                                441,000             590,000
   Deferred costs, prepaid real estate                                                                    
     taxes and expenses, net                                                 8,045,000           7,393,000
   Deposits on properties                                                           --           5,335,000
                                                                    ------------------  ------------------
                                                                    $      265,566,000  $      165,657,000
                                                                    ==================  ==================

The accompanying notes are an integral part of these statements.  

                             (Continued)

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

CONSOLIDATED BALANCE SHEETS (CONTINUED) 

(Note 1)  

LIABILITIES AND SHAREHOLDERS' EQUITY  

                                                        [Enlarge/Download Table]

                                                                               December 31,           August 31, 
                                                                                   1997               1997       
                                                                            -----------------   ---------------- 
                                                                                (Unaudited)                      

                                                                                                                 
LIABILITIES:                                                                                                     
   Mortgage notes payable                                                   $      99,364,000   $     83,528,000 
   Bank and other loans payable                                                     4,575,000         33,884,000 
   Tenants' deposits and deferred rents                                             1,317,000          1,346,000 
   Accrued pension and retirement benefits                                          1,011,000          1,091,000 
   Accrued expenses and other liabilities                                           4,964,000          4,369,000 
                                                                            -----------------   ---------------- 

                                                                                  111,231,000        124,218,000 
                                                                            ------------------  -----------------
MINORITY INTEREST (Note 3)                                                         15,805,000            540,000 
                                                                            -----------------   ---------------- 

COMMITMENTS AND CONTINGENCIES (Note 7)                                                                           

SHAREHOLDERS' EQUITY (Note 5):                                                                                   
   Shares of beneficial interest, $1 par; authorized unlimited; issued and                                       
     outstanding 13,288,848 shares at December 31, 1997 and 8,685,098                                            
     shares at August 31, 1997                                                     13,289,000          8,685,000 
   Capital contributed in excess of par                                           144,746,000         53,599,000 
   Distributions in excess of net income                                          (19,505,000)       (21,385,000)
                                                                            -----------------   ---------------- 

                                                                                  138,530,000         40,899,000 
                                                                            -----------------   ---------------- 

                                                                            $     265,566,000   $    165,657,000 
                                                                            =================   ================ 

The accompanying notes are an integral part of these statements.  

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

CONSOLIDATED STATEMENTS OF INCOME 

(Note 1)  

(Unaudited) 

                                                        [Enlarge/Download Table]

                                                                                    Four Months Ended         
                                                                                      December 31,            
                                                                           ---------------------------------- 
                                                                                 1997              1996       
                                                                           ----------------  ---------------- 

                                                                                                              
REVENUES:                                                                                                     
    Gross revenues from real estate                                        $     17,170,000  $     13,289,000 
    Interest and other income                                                        82,000           108,000 
                                                                           ----------------  ---------------- 

                                                                                 17,252,000        13,397,000 
                                                                           ----------------  ---------------- 
EXPENSES:                                                                                                     
    Property operating expenses                                                   6,835,000         5,435,000 
    Depreciation and amortization                                                 2,695,000         2,049,000 
    General and administrative expenses                                           1,088,000         1,061,000 
    Interest expense                                                              4,349,000         3,120,000 
                                                                           ----------------  ---------------- 

                                                                                 14,967,000        11,665,000 
                                                                           ----------------  ---------------- 
                  Income before equity in unconsolidated                                                      
                    entities, gains on sales of interests in real estate,                                     
                    minority interest and extraordinary item                      2,285,000         1,732,000 

EQUITY IN INCOME OF PREIT-RUBIN (Note 2)                                            260,000               --  

EQUITY IN INCOME OF PARTNERSHIPS AND JOINT VENTURES (Note 3)                                                  
                                                                                  2,101,000         1,766,000 

GAINS ON SALE OF INTERESTS IN REAL ESTATE                                         2,090,000         1,461,000 
                                                                           ----------------  ---------------- 

                  Income before minority interest and                                                         
                    extraordinary item                                            6,736,000         4,959,000 

MINORITY INTEREST                                                                  (474,000)         (117,000)
                                                                           ----------------  ---------------- 

INCOME BEFORE EXTRAORDINARY ITEM                                                  6,262,000         4,842,000 

EXTRAORDINARY ITEM -- LOSS ON EARLY EXTINGUISHMENT OF DEBT                                                    
                                                                                   (300,000)               -- 
                                                                           ----------------  ---------------- 

NET INCOME                                                                 $      5,962,000  $      4,842,000 
                                                                           ================  ================ 

BASIC INCOME PER SHARE (Note 4)                                            $            .66   $           .56 
                                                                           ================   =============== 

DILUTED INCOME PER SHARE (Note 4)                                          $            .66   $           .56 
                                                                           ================   =============== 

The accompanying notes are an integral part of these statements.  

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

(NOTES 1 AND 6) 

                                                        [Enlarge/Download Table]

                                                                                 Four Months Ended                
                                                                                    December 31,                  
                                                                       -------------------------------------------
                                                                              1997               1996             
                                                                       -----------------  -----------------       
                                                                                    (Unaudited)                   
                                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                             
   Net income                                                          $       5,962,000  $       4,842,000       
   Adjustments to reconcile net income to net cash                                                                
     provided by operating activities-                                                                            
       Minority interest                                                         474,000            117,000       
       Depreciation and amortization                                           2,695,000          2,049,000       
       Gains on sales of interests in real estate                             (2,090,000)        (1,461,000)      
       Loss on early extinguishment of debt                                      300,000                --        
       Equity in income of PREIT-RUBIN                                          (260,000)               --        
       Decrease in allowance for possible losses                                 (61,000)           (59,000)      
       Change in assets and liabilities-                                                                          
         Rents and sundry receivables                                            149,000            316,000       
         Deferred costs, prepaid real estate taxes and expenses               (3,075,000)          (253,000)      
         Accrued pension and retirement benefits                                 (80,000)          (137,000)      
         Accrued expenses and other liabilities                                  296,000           (676,000)      
         Tenants' deposits and deferred rents                                    (29,000)           (97,000)      
                                                                       -----------------  -----------------       
                  Net cash provided by operating activities                    4,281,000          4,641,000       
                                                                       -----------------  -----------------       
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                             
   Investments in wholly owned real estate                                   (47,972,000)        (1,292,000)      
   Investment in property under development                                   (1,246,000)               --        
   Investments in partnerships and joint ventures                             (9,947,000)          (159,000)      
   Investment in and advances to PREIT-RUBIN                                  (1,448,000)               --        
   Cash distributions from partnerships and joint ventures                                                        
     in excess of (less than) equity in income                                  (518,000)        16,111,000       
   Cash proceeds from sales of interests in partnerships                       3,862,000          2,068,000       
   Decrease in notes receivable                                                      --           1,127,000       
   Cash distributions to minority partners                                       (44,000)           (78,000)      
                                                                       -----------------  -----------------       
                  Net cash provided by (used in) investing activities        (57,313,000)        17,777,000       
                                                                       -----------------  -----------------       
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                             
   Principal installments on mortgage notes payable                           (9,318,000)          (448,000)      
   Repayment of bank loans payable                                           (29,309,000)       (12,403,000)      
   Payment of deferred financing costs                                          (859,000)               --        
   Shares of beneficial interest issued                                       96,829,000             33,000       
   Distributions paid to shareholders                                         (4,082,000)        (4,079,000)      
   Distributions paid to OP Unit holders                                        (304,000)               --        
                                                                       -----------------  ----------------        
                  Net cash provided by (used in) financing activities         52,957,000        (16,897,000)      
                                                                       -----------------  -----------------       
NET INCREASE IN CASH AND CASH EQUIVALENTS                                        (75,000)         5,521,000       
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 1,399,000          1,030,000       
                                                                       -----------------  -----------------       
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $       1,324,000  $       6,551,000       
                                                                       =================  =================       

The accompanying notes are an integral part of these statements.  

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  

FOUR MONTHS ENDED DECEMBER 31, 1997 AND 1996  

1.    BASIS OF PRESENTATION:                                                    

On October 14, 1997, the Registrant filed a Form 8-K announcing its intention   
to change their fiscal year-end from August 31 to December 31. As such, the     
consolidated financial statements herein include the Registrant's results for   
the period September 1, 1997 through December 31, 1997 and the comparable       
prior period.                                                                   

The consolidated financial statements have been prepared by the Registrant,     
without audit, except as to the balance sheet as of August 31, 1997, 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, 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.                                    

2.  THE TRO TRANSACTION:                                                        

On September 30, 1997, the Registrant completed a series of related             
transactions pursuant to which the Registrant: (i) transferred substantially    
all of its real estate interests to a newly formed operating partnership (the   
"Operating Partnership"), of which the Registrant is the sole general partner;  
(ii) the Operating Partnership acquired all of the non-voting common shares of  
The Rubin Organization, Inc. ("TRO") a commercial real estate development and   
management firm (renamed "PREIT-RUBIN, Inc."), constituting 95% of the total    
equity of PREIT-RUBIN, Inc. in exchange for the issuance of 200,000 Class A     
Operating Partnership ("OP") Units and a provision to issue up to 800,000       
additional Class A OP Units over the next five years according to a formula     
based upon the Company's per share growth in adjusted funds from operations;    
(iii) the Operating Partnership acquired the interests of certain affiliates    
of TRO ("TRO Affiliates") in The Court at Oxford Valley, Magnolia Mall, North   
Dartmouth Mall and Springfield Park; (iv) the Operating Partnership agreed to   
acquire the interests of TRO Affiliates in Hillview Shopping Center and         
Northeast Tower Center, both of which are currently under construction, at      
prices based upon a pre-determined formula; and (v) the Operating Partnership   
acquired the development rights of certain TRO Affiliates, subject to related   
obligations, in Christiana Power Center (Phases I and II), Red Rose Commons     
and Blue Route Metroplex.                                                       

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All of the acquisitions described above have been recorded by the Registrant    
using the purchase method of accounting. The Registrant accounts for its        
non-controlling investment in PREIT-RUBIN, Inc. using the equity method. The    
excess of purchase price of PREIT-RUBIN, Inc. over the fair value of net        
assets acquired is being amortized over 35 years.                               

The following table summarizes the consideration paid to acquire the assets     
and businesses described above:                                                 

                                                        [Enlarge/Download Table]

                                                               Net             Other             Total     
                              Class A        Cash Paid     Liabilities      Transaction        Purchase    
                             OP Units       (Received)        Assumed          Costs             Price     
                         ---------------  -------------   -------------  ----------------  ----------------
                                                                                                           
Invesment in                                                                                               
PREIT-RUBIN, Inc.        $     4,680,000  $    (878,000)  $         --   $        793,000  $      4,595,000
Investment in The Court                                                                                    
    at Oxford Valley           5,458,000        683,000             --            688,000         6,829,000
Magnolia Mall                  5,000,000     15,165,000      25,154,000           977,000        46,296,000
North Dartmouth Mall                 --      35,000,000             --            986,000        35,986,000
Development Properties               --       6,446,000             --          1,859,000         8,305,000
                         ---------------  -------------   -------------  ----------------  ----------------

                         $    15,138,000  $  56,416,000   $  25,154,000  $      5,303,000  $    102,011,000
                         ===============  =============   =============  ================  ================

3.  INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES:                             

The following table presents summarized financial information as to the         
Registrant's equity in the assets and liabilities of 22 partnerships and joint  
ventures and 3 properties under development at December 31, 1997 and 22         
partnerships and joint ventures at August 31, 1997, and the Registrant's        
equity in income for the four months ended December 31, 1997 and 1996:          

                                                        [Enlarge/Download Table]

                                                             December 31,         August 31,    
                                ASSETS                           1997                 1997      
                                                          ------------------  ------------------
                                                             (Unaudited)                        
                                                                                                
Investments in real estate, at cost:                                                            
   Multifamily properties                                 $      108,236,000  $      107,604,000
   Industrial property                                             1,275,000           1,264,000
   Retail properties                                             160,684,000         117,960,000
   Properties under development                                    7,378,000                 -- 
   Land                                                            4,446,000           4,446,000
                                                          ------------------  ------------------

                  Total investments in real estate               282,019,000         231,274,000
   Less- Accumulated depreciation                                 71,155,000          71,938,000
                                                          ------------------  ------------------

                                                                 210,864,000         159,336,000
Cash and cash equivalents                                          8,442,000           6,031,000
Deferred costs, prepaid real estate taxes and other, net          20,469,000           8,528,000
                                                          ------------------  ------------------

           Total assets                                          239,775,000         173,895,000
                                                          ------------------  ------------------

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                                                        [Enlarge/Download Table]

                   LIABILITIES AND PARTNERS' EQUITY                                         

                                                                                            
Mortgage notes payable                               $      213,018,000  $      162,097,000 
Bank loans payable                                            6,724,000           8,770,000 
Due to the Trust                                              3,371,000           3,118,000 
Other liabilities                                             7,601,000           4,341,000 
                                                     ------------------  ------------------ 

           Total liabilities                                230,714,000         178,326,000 
                                                     ------------------  ------------------ 

Net equity (deficit)                                          9,061,000          (4,431,000)
Partners' share                                              (5,444,000)         (5,470,000)
                                                     ------------------  ------------------ 

Investment in partnerships and joint ventures        $       14,505,000  $        1,039,000 
                                                     ==================  ================== 

EQUITY IN INCOME OF PARTNERSHIPS AND JOINT VENTURES 

                                                        [Enlarge/Download Table]

                                                                Four Months Ended           
                                                                  December 31,              
                                                     -------------------------------------- 
                                                            1997                 1996       
                                                     ------------------  ------------------ 
                                                                    (Unaudited)             

                                                                                            
Gross revenues from real estate                      $       19,258,000  $       17,997,000 
                                                     ------------------  ------------------ 
Expenses:                                                                                   
    Property operating expenses                               7,122,000           7,060,000 
    Mortgage and bank loan interest                           5,205,000           4,999,000 
    Depreciation and amortization                             2,609,000           2,307,000 
                                                     ------------------  ------------------ 

                                                             14,936,000          14,366,000 
                                                     ------------------  ------------------ 

                                                              4,322,000           3,631,000 
Partners' share                                              (2,221,000)         (1,865,000)
                                                     ------------------  ------------------ 

Equity in income of partnerships and joint ventures  $        2,101,000  $        1,766,000 
                                                     ==================  ================== 

One partnership, Emerald Point, in which the Registrant is a general partner    
and has control as provided in the partnership agreement, has been              
consolidated for financial statement presentation. All of the assets and        
liabilities of such partnership are included in the consolidated financial      
statements at 100%. The minority partner's interest is 35%.                     

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4.  EARNINGS PER SHARE:                                                         

In 1997, the Registrant adopted SFAS No. 128, "Earnings Per Share." The         
adoption of this statement had no impact on previously reported earnings per    
share for 1996.                                                                 

                                                                [Download Table]

                                                 For the Four Months Ended          
                                                      December 31, 1997             
                                      --------------------------------------------- 
                                                                          Per Share 
                                          Income           Shares          Amount   
                                      -------------    -------------   ------------ 
                                                                                    
BASIC EARNINGS PER SHARE:                                                           
    Income before extraordinary item  $   6,262,000                    $        .69 
    Extraordinary item                     (300,000)                           (.03)
                                      -------------                    ------------ 
    Net income                        $   5,962,000        9,024,719   $        .66 
                                      =============    =============   ============ 

DILUTED EARNINGS PER SHARE:                                                         
    Income before extraordinary item  $   6,262,000        9,024,719   $        .69 
    Share options issued                        --            24,404             -- 
    Extraordinary item                     (300,000)             --            (.03)
                                      -------------    -------------   ------------ 
    Net income                        $   5,962,000        9,049,123   $        .66 
                                      =============    =============   ============ 
                                                                [Download Table]

                                        For the Four Months Ended         
                                             December 31, 1996            
                             ---------------------------------------------
                                                                 Per Share
                                 Income           Shares          Amount  
                             -------------    -------------   ------------
                                                                          
BASIC EARNINGS PER SHARE:                                                 
    Net income               $   4,842,000        8,676,000   $        .56
                             =============    =============   ============

DILUTED EARNINGS PER SHARE:                                               
    Net income               $   4,842,000        8,676,000               
    Share options issued               --            16,497               
                             -------------    -------------               

                             $   4,842,000        8,692,497   $        .56
                             =============    =============   ============

5.  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:       

                                                                [Download Table]

                                                          Amount
                                                            Per 
     Date Declared     Record Date       Payment Date      Share
-----------------   ----------------   -----------------   ---- 

                                                                
January 12, 1998    February 27, 1998  March 16, 1998      $.47 

December 20, 1996   January 31, 1997   February 18, 1997   $.47 

6.  CASH FLOW INFORMATION:                                                      

Cash paid for interest was $4,165,000 (net of capitalized interest of           
$247,000) and $3,125,000 for the four months ended December 31, 1997 and 1996,  
respectively.                                                                   

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7.  COMMITMENTS AND CONTINGENCIES:                                              

Environmental matters have arisen at certain properties in which the            
Registrant has an interest for which reserves have previously been              
established. In management's opinion, no incremental cost will be incurred on   
these properties.                                                               

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.        

8. SUBSEQUENT EVENT:                                                            

On January 26, 1998, the Registrant acquired the remaining 50% interest in a    
shopping center under construction located in Newark, Delaware, for a purchase  
price of at least $8.7 million consisting of $6 million in cash, $2.7 million   
to be paid through the issuance of Operating Partnership (OP) Units upon        
completion of the shopping center, and a contingent payment to issue            
additional OP Units at completion based on a predetermined formula which        
calculates the value of the center.                                             

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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 

AND RESULTS OF OPERATIONS 

The TRO Transaction                                                             

On September 30, 1997, the Registrant acquired The Rubin Organization, Inc.     
("TRO", renamed "PREIT-RUBIN, Inc."), a commercial property development and     
management firm, and certain related real estate interests (the "TRO            
Transaction").                                                                  

As part of the TRO Transaction, the Registrant acquired Magnolia Mall, located  
in Florence, South Carolina, North Dartmouth Mall, located in North Dartmouth,  
Massachusetts and a 50% interest in the Court at Oxford Valley, located in      
Langhorne, Pennsylvania. The Registrant also acquired the development rights    
of certain affiliates of TRO ("TRO Affiliates"), subject to related             
obligations, in Christiana Power Center (Phases I and II), Red Rose Commons     
and Blue Route Metroplex. In addition, the Registrant agreed to acquire the     
interests of TRO Affiliates in Hillview Shopping Center and Northeast Tower     
Center, both of which are currently under construction, at prices based upon a  
pre-determined formula.                                                         

The TRO Transaction was financed through the issuance of 646,286 Class A        
Operating Partnership Units in PREIT Associates, L.P. (the "Operating           
Partnership"), assumption of mortgage indebtedness at Magnolia Mall of          
approximately $25.2 million, and $59.9 million of cash. The cash was obtained   
primarily from borrowings under a new Credit Facility entered into by the       
Operating Partnership coincident with the September 30, 1997 closing of the     
TRO Transaction, with a group of banks led by CoreStates Bank, N.A. The         
obligations of the Operating Partnership under the new Credit Facility have     
been guaranteed by the Registrant.                                              

Liquidity and Capital Resources                                                 

Borrowings under the Credit Facility increased from approximately $34 million   
at August 31, 1997 to approximately $90 million at September 30, 1997,          
following the consummation of the TRO Transaction. On December 23, 1997, the    
Registrant sold 4,600,000 common shares of beneficial interest at a price of    
$22.375 per share. The net proceeds to the Registrant from the public           
offering, after deducting underwriting discounts and commissions were           
approximately $97 million. The Registrant used the net proceeds to prepay the   
$8.8 million mortgage loan (8.25%) secured by Cobblestone Apartments in         
Pompano Beach, Florida (the "Cobblestone Mortgage") and to repay approximately  
$88 million of amounts then outstanding under the Credit Facility.              

At September 30, 1997, the interest rate on the Credit Facility was set at a    
margin equal to 1.7% over 30-day LIBOR. As a result of the reduction in the     
Registrant's Leverage Ratio, following the December 1997 public offering, the   
interest rate is expected to be reduced by 30 basis points to a margin of 1.4%  
over 30-day LIBOR. In addition, the maturity date for the Credit Facility will  
be extended from September 30, 1999 to December 31, 2000.                       

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As of December 31, 1997, $10.3 million of borrowings under the Credit Facility  
were outstanding ($4.6 million directly by the Operating Partnership and $5.8   
million through partnerships and joint ventures) and, subject to the terms and  
conditions of the Credit Facility, up to $139.7 million was available to fund   
property acquisitions, scheduled debt maturities and other uses.                

In addition to the Credit Facility, the Registrant has a $33.8 million Term     
Loan outstanding as of December 31, 1997, which is secured by three             
properties. This loan accrues interest at a fixed rate of 8.62% and matures in  
March 1998. The Registrant anticipates repaying the balance outstanding under   
the Term Loan on the maturity date with borrowings under the Credit Facility.   

In addition to amounts due under the Credit Facility and under the Term Loan,   
during the next three years mortgage loans secured by properties owned by       
three partnerships in which the Registrant has an interest mature by their      
terms. Balloon payments on these loans total $17.0 million, of which the        
Registrant's proportionate share is $8.5 million.                               

The Registrant expects to meet its short-term liquidity requirements generally  
through its available working capital and net cash provided by operations. The  
Registrant believes that the net cash provided by operations will be            
sufficient to allow the Registrant to make any distributions necessary to       
enable the Registrant to continue to qualify as a REIT under the Code. The      
Registrant also believes that the foregoing sources of liquidity will be        
sufficient to fund its short-term liquidity needs for the foreseeable future,   
including capital expenditures, tenant improvements and leasing commissions.    

The Registrant expects to meet certain long-term liquidity requirements         
including property acquisitions, scheduled debt maturities, renovations,        
expansions and other non-recurring capital improvements through borrowings      
under the Credit Facility, long-term secured and unsecured indebtedness and     
the issuance of additional equity securities.                                   

Funds from operations (FFO) increased by $1,641,000 for the four months ended   
December 31, 1997, as compared to the same period in 1996 as follows:           

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                                                        [Enlarge/Download Table]

                                                                        Four Months Ended          
                                                                          December 31,             
                    Funds from Operations(1)                -------------------------------------- 
----------------------------------------------------------          1997                 1996      
                                                            ------------------  ------------------ 

                                                                                                   
Income before minority interest and extraordinary item      $        6,736,000  $        4,959,000 

Less: Gains on sales of interests in real estate                    (2,090,000)         (1,461,000)
          Minority interest in consolidated partnership               (80,000)            (117,000)
Add:                                                                                               
   Depreciation and amortization-                                                                  
     Wholly owned and consolidated partnerships (2)                  2,629,000           1,961,000 
     Unconsolidated partnerships and joint ventures                  1,252,000           1,119,000 
     Excess purchase price over net assets acquired                     29,000                 --  
   Refinancing prepayment fees                                              --              214,000
Less:                                                                                              
   Depreciation of non-real estate assets                              (76,000)            (73,000)
   Amortization of deferred financing costs                           (254,000)            (97,000)
                                                            ------------------  ------------------ 

Funds from operations                                       $        8,146,000  $        6,505,000 
                                                            ==================  ================== 

Funds from operations per share and OP Unit (3)             $             0.86  $             0.75 
                                                            ==================  ================== 

(1) Funds from operations ("FFO") is defined as income before gains (losses)    
on investments 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 the Registrant's operating performance, or to     
cash flows from operating activities (as determined in accordance with GAAP)    
as a measure of liquidity. In addition, the Registrant's measure of FFO as      
presented may not be comparable to similarly titled measures reported by other  
companies.                                                                      

(2) Net of minority interest of $67,000 and $88,000 in 1997 and 1996,           
respectively.                                                                   

(3) Assuming full conversion of the 646,286 Operating Partnership Units into    
shares of the Registrant. The weighted average effect for the four months       
ending December 31, 1997 and 1996 was 484,715 and 0, respectively.              

Net cash provided by operating activities decreased to $4,281,000 from          
$4,641,000 for the four months ended December 31, 1997, as compared to the      
four months ended December 31, 1996. The decrease is primarily attributable to  
additional operating income provided by Magnolia Mall and North Dartmouth Mall  
which the Registrant acquired on September 30, 1997, offset by the prepayment   
of real estate taxes in the 1997 period and the timing of other working         
capital changes.                                                                

Net cash used in investing activities was $57,313,000 for the four months       
ended December 31, 1997 as compared to net cash provided by investing           
activities of $17,777,000 in the same period last year. Investing activities    
in the 1997 period includes the cash portion of the purchase price for the      
retail properties and development assets acquired in the TRO Transaction of     
approximately $59 million along with capital expenditures at existing           
properties of approximately $1.3 million. Cash provided by investing            
activities in the 1997 period includes the Registrant's share of the cash       
proceeds from the sale of Gateway Mall in December 1997 of $3.9 million. Cash   
provided by financing activities in the 1996 period includes $15.4 million,     

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which represents the Registrant's share of proceeds from the refinancing of     
debt at two properties. In December 1996, the Registrant sold its interests in  
three shopping centers in Pennsylvania and received net proceeds of $2.1        
million. Capital expenditures at existing properties in the four months ended   
December 31, 1996 were approximately $1.3 million.                              

Net cash provided by financing activities was $52,957,000 for the four months   
ended December 31, 1997 as compared to net cash used in financing activities    
of $16,897,000 for the four months ended December 31, 1996. Financing           
activities in the 1997 period included the net proceeds from the sale of 4.6    
million shares of the Registrant which totaled $96.8 million. The proceeds      
from the public offering were used to repay outstanding borrowings under the    
Credit Facility and to repay an $8.8 million mortgage loan. Financing           
activities in the 1996 period included net repayments of bank loans totaling    
$12.4 million and normal amortization of mortgage debt. Distributions paid to   
shareholders were approximately $4.1 million in both periods.                   

Results of Operations                                                           

Four Month Periods Ended December 31, 1997 and 1996                             

Gross revenues from real estate increased by $3,881,000 to $17,170,000 for the  
four month period ended December 31, 1997 as compared to the same period in     
the prior year. The 1997 period included $3,540,000 of revenues attributable    
to Magnolia Mall and North Dartmouth Mall which the Registrant acquired on      
September 30, 1997. Revenues from properties owned during both periods          
increased by $341,000 primarily as a result of an increase in apartment         
revenues.                                                                       

Operating expenses increased by $1,400,000 to $6,835,000 The 1997 period        
included $1,326,000 of expenses attributable to Magnolia Mall and North         
Dartmouth Mall which the Registrant acquired on September 30, 1997. Operating   
expenses from properties owned during both periods increased by $74,000.        

Depreciation and amortization increased by $646,000 to $2,695,000 primarily as  
a result of the addition of the Magnolia Mall and North Dartmouth Mall          
properties ($407,000), and increased amortization of financing costs of         
approximately $135,000.                                                         

Interest expense increased by $1,229,000 to $4,349,000 as a result of interest  
on borrowings against the Registrant's Credit Facility for acquisitions and     
working capital needs.                                                          

Equity in income of partnerships and joint ventures increased by $335,000 to    
$2,101,000 primarily as a result of the Registrant's purchase of a 50%          
interest in Oxford Valley Road Associates on September 30, 1997 ($113,000).     
The 1996 period includes a prepayment penalty in the amount of $214,000 due to  
the refinancing of debt at Lehigh Valley Mall. The 1996 period also included    
income from properties sold during 1996 in the amount of $66,000. Income from   
properties owned during both periods increased by $74,000.                      

Equity in income of PREIT-RUBIN, Inc. for the 1997 period was $260,000.         

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The gain on the sale of interest in real estate of $2,090,000 in the 1997       
period relates to the sale of the Registrant's 60% interest in Gateway Mall,    
St. Petersburg, Florida. The prior year gains of $1,461,000 consist of the      
sale of the Registrant's 50% interest in three shopping centers in              
Pennsylvania.                                                                   

Minority interest increased by $357,000 to $474,000 as a result of the Class A  
OP units issued in connection with the TRO transaction.                         

Extraordinary loss of $300,000 is due to the write-off of remaining deferred    
financing costs following the early extinguishment of the Registrant's          
previous credit facility.                                                       

Net income for the four months ended December 31, 1997 increased to $5,962,000  
from $4,842,000 as reported in the comparable period in the prior year.         

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Part II.      Other Information                                                 

Item 1.       Legal Proceedings                                                 

Reference is made to the litigation between the Registrant and affiliates of    
the Registrant and Daniel Berman and Robert Berman and/or entities owned or     
controlled by them (collectively, the "Bermans") most recently described in     
Item 3 of the Registrant's Report on Form 10-K for its fiscal year ended        
August 31, 1997, filed with the Securities and Exchange Commission on November  
28, 1997.                                                                       

In December 1997, the court in the Delaware Litigation issued an opinion        
granting partial summary judgment in favor of the Registrant and certain of     
its affiliates on certain counterclaims of the Bermans in that action (which    
counterclaims are substantially similar to the claims made by the Bermans as    
plaintiffs in the Pennsylvania Litigation). Under the court's decision: the     
Bermans would be liable for one-half of (i) the costs incurred at Eagles' Nest  
and in respect of the 14 acre undeveloped tract in Coral Gables, Florida, and   
(ii) reasonable environmental clean-up costs at Fox Run; and the counterclaims  
of the Bermans relating to Eagles' Nest and Fox Run were dismissed. The court   
did not dismiss counterclaims by the Bermans in the Delaware Litigation         
alleging that (i) there had been an oral modification of the management         
agreement relating to Fox Run (and the court therefore permitted the Bermans    
to continue to manage that project until that claim is resolved), and (ii) the  
environmental clean up costs incurred by certain of the Registrant's            
affiliates at Fox Run were excessive.                                           

The Registrant intends to continue to vigorously resist plaintiffs' claims in   
the Pennsylvania Litigation and the defendants' remaining counterclaims in the  
Delaware Litigation and to pursue the claims asserted by the Registrant in the  
Delaware Litigation. 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.                                             

Item 4.       Submission of Matters to a Vote of Security Holders               

A Special Meeting of Holders of Certificates of Beneficial Interest was held    
on September 29, 1997, pursuant to a Notice of Meeting and related proxy        
statement dated August 27, 1997, and filed with the Securities and Exchange     
Commission pursuant to Rule 14a-6(b) on August 28, 1997. Each of the matters    
voted upon at the meeting was described in detail in such proxy statement.      

The holders of 5,681,699 shares voted in favor of approval of the transaction   
between the Registrant and The Rubin Organization, Inc., the holders of         
216,259 shares voted against approval of the transaction, and the holders of    
94,364 shares abstained from voting on the transaction.                         

The holders of 5,158,545 shares voted in favor of approval of the Registrant's  
Amended and Restated Trust Agreement, the holders of 736,109 shares voted       
against such matter, and the holders of 97,667 shares abstained from voting on  
the matters.                                                                    

The holders of 7,416,766 shares voted in favor of approval of the Registrant's  
Amended and Restated 1990 Incentive and Nonqualified Stock Option Plan, the     
holders of 454,785 shares voted against such matter, and the holders of         
176,027 shares abstained from voting on such matter.                            

The holders of 5,229,751 shares voted in favor of approval of the Registrant's  
1997 Stock Option Plan, the holders of 581,168 shares voted against approval    
of such matter, and the holders of 181,303 abstained from voting on such        
matter.                                                                         

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The 1997 Annual Meeting of Holders of Certificates of Beneficial Interest of    
the Registrant was held on December 16, 1997, pursuant to a Notice of Meeting   
and related proxy statement dated November 14, 1997, and filed with the         
Securities and Exchange Commission pursuant to Rule 14a-6(b) on November 18,    
1997.                                                                           

At the Annual Meeting, Ms. Rosemarie B. Greco and Messrs. William F. Dimeling   
and George F. Rubin were reelected to the Board of Trustees of the Registrant   
for terms expiring at the Annual Meeting of Shareholders to be held in 2001.    
In such election, 7,033,092 shares were voted for the election of Ms.           
Rosemarie B. Greco, 7,014,196 shares were voted for the election of Mr.         
William F. Dimeling and 7,036,022 shares were voted for the election of Mr.     
George F. Rubin. Under the Trust Agreement for the Registrant, votes cannot be  
cast against a candidate. Proxies filed at the 1997 Annual Meeting by the       
holders of 84,188 shares withheld authority to vote for Ms. Greco, those filed  
by the holders of 103,084 shares withheld authority to vote for Mr. Dimeling    
and those filed by the holders of 81,258 shares withheld authority to vote for  
Mr. Rubin. The following persons continued as Trustees following the Annual     
Meeting: for terms expiring at the 1999 Annual Meeting - Sylvan M. Cohen, Lee   
H. Javitch and Jonathan B. Weller; for terms expiring at the 2000 Annual        
Meeting - Ronald Rubin, Leonard I. Korman and Jeffrey P. Orleans.               

Also at the Annual Meeting, the shareholders approved amendments to the         
Registrant's 1990 Stock Option Plan for Non-Employee Directors, which           
amendments were described in detail in the Registrant's Proxy Statement for     
the Annual Meeting. The holders of 6,533,212 shares voted for approval of the   
amendments, the holders of 429,700 shares voted against approval of the         
amendments, and the holders of 152,080 shares abstained from voting on the      
amendments.                                                                     

Item 5.  Other Information                                                      

On January 26, 1998, a wholly-owned affiliate of PREIT Associates, L.P., the    
operating partnership of the Registrant, effectively acquired both the fee      
interest in the land for Phase I of the Registrant's Christiana Power Center    
retail project and the 50% interest in the project not previously owned by the  
Registrant. The consideration paid for the acquisition of such land and         
interest was $6.0 million plus the right of the transferror to receive Limited  
Partner units in PREIT Associates, L.P. upon completion of the Center. The      
value of the limited partner units to be issued will be equal to approximately  
$2.7 million plus 50% of the equity value of the center to be computed          
following completion based upon an agreed-upon formula. Units of limited        
partner interest in PREIT Associates, L.P. are redeemable for cash equal to     
the price of the Registrant's Shares at the time of redemption, or, at the      
option of the Registrant, Shares of the Registrant on a one-for-one basis.      
Construction of Phase I commenced in the fourth quarter of 1997 and             
substantial portions of the Center are expected to be completed in the fourth   
quarter of 1998.                                                                

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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:                                 

                1.       Report on Form 8-K dated October 13, 1997 and filed
                       October 14, 1997 (Item Nos. 2, 7 and 8); included
                       pro forma consolidating financial information for
                       the Registrant and identified acquired businesses
                       at May 31, 1997 and for the year ended August 31,
                     1996 and the nine months ended May 31, 1997 and
               related notes and management assumptions;
                    incorporated by reference historical financial
                      information on the same acquired businesses from
                       the Registrant's definitive proxy statement dated
                       August 27, 1997 and filed with the Securities and
             Exchange Commission on August 28, 1997.

                2.       Report on Form 8-K dated December 2, 1997 and filed
      on December 2, 1997 (Item 7(c)).

           3.       Report on Form 8-K dated December 17, 1997 and
             filed on December 17, 1997 (Item 7(c)).

           4.       Report on Form 8-K dated December 22, 1997 and
             filed on December 22, 1997 (Item 7(c)).

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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/    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

Date:  February 17, 1998

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-QT’ Filing	Date	First	Last	Other Filings

	12/31/00	12		10-K
	9/30/99	12		10-Q
	3/16/98	10
	2/27/98	10
Filed on:	2/17/98	20		10-Q
	1/26/98	11	18
	1/12/98	10
For Period End:	12/31/97	1	16	10-Q, 10-Q/A, 8-K/A
	12/23/97	12
	12/22/97	19		8-K
	12/17/97	19		8-A12B/A, 8-K
	12/16/97	18		8-K, DEF 14A
	12/2/97	19		8-K
	11/28/97	17		10-K
	11/18/97	18		DEF 14A
	11/14/97	18
	10/14/97	7	19	8-K
	10/13/97	19
	9/30/97	7	15
	9/29/97	17		8-K, DEF 14A, DEFS14A
	9/1/97	1	7
	8/31/97	2	17	10-K, 10-K/A
	8/28/97	17	19	DEF 14A, DEFS14A
	8/27/97	17	19
	5/31/97	19		10-Q
	2/18/97	10
	1/31/97	10
	12/31/96	2	15
	12/20/96	10		DEF 14A
	8/31/96	19		10-K, 10-K/A
				List all Filings

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Filing Submission 0000950116-98-000414 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pennsylvania Real Estate Investment Trust – ‘10-QT’ for 12/31/97

As of: Tuesday, 2/17/98 · For: 12/31/97 · Accession #: 950116-98-414 · File #: 1-06300

Quarterly-Transition Report — Form 10-QFiling Table of Contents

10-QT — Quarterly-Transition ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly-Transition Report — Form 10-Q
Filing Table of Contents

10-QT — Quarterly-Transition Report
Document Table of Contents