<PAGE>
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A - 1
[X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999
[ ] 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
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-6216339
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 South Broad Street, Third Floor, Philadelphia, PA 19102-3803
- ------------------------------------------------------- ------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (215) 875-0700
------------------
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 |_| No |X|
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 May 10, 1999: 13,314,223
- -------------------------------------------------------------------------------
<PAGE>
The Registrant's Report on Form 10-Q for the three months ended March
31, 1999, as filed with the Securities and Exchange Commission on May 17, 1999
(the "Report") included a typographical error which reported an increase in cash
from rents and sundry receivables under cash flows from operating activities on
the Consolidated Statements of Cash Flows. The correct presentation should be a
decrease in cash from rents and sundry receivables. This revision did not have
any effect on net cash provided by operating acivities.
Accordingly, the Registrant hereby amends the Report as follows:
Part I Financial Information
Item 1. Financial Statements
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Note 1)
--------
ASSETS
------
(Unaudited)
-----------
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
INVESTMENTS IN REAL ESTATE, at cost:
Multifamily properties $232,256,000 $230,997,000
Retail properties 260,026,000 261,823,000
Industrial properties 5,078,000 5,078,000
Land and properties under development 18,480,000 11,508,000
------------ ------------
Total investments in real estate 515,840,000 509,406,000
Less- Accumulated depreciation 74,186,000 71,129,000
------------ ------------
441,654,000 438,277,000
INVESTMENT IN PREIT-RUBIN, INC. (Note 2) 6,833,000 5,372,000
INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES, at equity (Note 3)
13,282,000 13,439,000
ADVANCES TO PREIT-RUBIN, INC 4,860,000 4,074,000
------------ ------------
466,629,000 461,162,000
Less- Allowance for possible losses 1,536,000 1,572,000
------------ ------------
465,093,000 459,590,000
OTHER ASSETS:
Cash and cash equivalents 2,998,000 6,135,000
Rents and sundry receivables (net of allowance for doubtful accounts of
$698,000 and $372,000, respectively) 3,353,000 3,498,000
Deferred costs, prepaid real estate taxes and expenses, net 15,395,000 12,392,000
------------ ------------
$486,839,000 $481,615,000
============ ============
</TABLE>
(Continued)
<PAGE>
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
-----------------------------------------
CONSOLIDATED BALANCE SHEETS (CONTINUED)
---------------------------------------
(Note 1)
--------
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
(Unaudited)
-----------
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------- -------------
<S> <C> <C>
LIABILITIES:
Mortgage notes payable $ 166,274,000 $ 167,003,000
Bank and other loans payable 142,973,000 135,273,000
Tenants' deposits and deferred rents 2,141,000 1,827,000
Accrued pension and retirement benefits 989,000 972,000
Accrued expenses and other liabilities 7,200,000 11,413,000
------------- -------------
319,577,000 316,488,000
------------- -------------
MINORITY INTEREST (Note 3) 30,228,000 28,045,000
COMMITMENTS AND CONTINGENCIES (Note 7)
SHAREHOLDERS' EQUITY (Note 4):
Shares of beneficial interest, $1 par; authorized unlimited; issued and
outstanding 13,314,223 shares at March 31, 1999 and 13,299,723 shares at
December 31, 1998 13,314,000 13,300,000
Capital contributed in excess of par 145,428,000 145,103,000
Distributions in excess of net income (21,708,000) (21,321,000)
------------- -------------
137,034,000 137,082,000
------------- -------------
$ 486,839,000 $ 481,615,000
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
-2-
<PAGE>
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
-----------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Note 1)
--------
(Unaudited)
-----------
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
REVENUES:
Gross revenues from real estate $ 21,100,000 $ 13,526,000
Interest and other income 163,000 121,000
------------ ------------
21,263,000 13,647,000
------------ ------------
EXPENSES:
Property operating expenses 7,377,000 5,093,000
Depreciation and amortization 3,216,000 2,138,000
General and administrative expenses 853,000 738,000
Interest expense 5,105,000 1,978,000
------------ ------------
16,551,000 9,947,000
------------ ------------
Income before equity in unconsolidated entities, gains on
sales of interests in real estate and minority interest in
operating partnership
4,712,000 3,700,000
EQUITY IN LOSS OF PREIT-RUBIN, INC. (Note 2) (1,092,000) (358,000)
EQUITY IN INCOME OF PARTNERSHIPS AND JOINT VENTURES (Note 3)
1,466,000 1,475,000
GAINS ON SALES OF INTERESTS IN REAL ESTATE 1,346,000 --
------------ ------------
Income before minority interest in
operating partnership 6,432,000 4,817,000
MINORITY INTEREST IN OPERATING PARTNERSHIP (562,000) (224,000)
------------ ------------
NET INCOME $ 5,870,000 $ 4,593,000
============ ============
BASIC INCOME PER SHARE (Note 4) $ .44 $ .35
============ ============
DILUTED INCOME PER SHARE (Note 4) $ .44 $ .34
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
-----------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(NOTES 1 AND 6)
---------------
(Unaudited)
-----------
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------
March 31, March 31,
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,870,000 $ 4,593,000
Adjustments to reconcile net income to net cash
provided by operating activities-
Minority interest in operating partnership 562,000 224,000
Depreciation and amortization 3,216,000 2,138,000
Provision for doubtful accounts 326,000 10,000
Gains on sales of interests in real estate (1,346,000) --
Equity in loss of PREIT-RUBIN, Inc. 1,092,000 358,000
Decrease in allowance for possible losses (37,000) (47,000)
Change in assets and liabilities-
Rents and sundry receivables (181,000) (172,000)
Deferred costs, prepaid real estate taxes and expenses (2,274,000) (448,000)
Accrued pension and retirement benefits 16,000 (42,000)
Accrued expenses and other liabilities (1,329,000) (204,000)
Tenants' deposits and deferred rents 314,000 (124,000)
Others 93,000 53,000
------------ ------------
Net cash provided by operating activities 6,322,000 6,339,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in wholly-owned real estate (3,765,000) (776,000)
Investments in property under development (5,133,000) (8,711,000)
Investment in and advances to PREIT-RUBIN, Inc. (786,000) (200,000)
Investments in partnerships and joint ventures (300,000) (1,121,000)
Cash proceeds from sale of interest in partnership 1,093,000 --
Cash distributions from partnerships and joint ventures
in excess of equity in income 267,000 272,000
------------ ------------
Net cash used in investing activities (8,624,000) (10,536,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal installments on mortgage notes payable (729,000) (562,000)
Repayment of mortgage notes payable -- (33,681,000)
Proceeds from bank loans payable 7,700,000 44,951,000
Shares of beneficial interest issued -- 113,000
Payment of deferred financing and equity offering costs (888,000) (934,000)
Distributions paid to shareholders (6,258,000) (6,248,000)
Distributions paid to OP Unit holders (529,000) (304,000)
Distributions to minority partners (131,000) (6,000)
------------ ------------
Net cash (used in) provided by financing activities (835,000) 3,329,000
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,137,000) (868,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,135,000 1,324,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,998,000 $ 456,000
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
-----------------------------------------
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
THREE MONTHS ENDED MARCH 31, 1999
---------------------------------
1. BASIS OF PRESENTATION:
The Registrant prepared the consolidated financial statements pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although 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.
Certain prior period amounts have been reclassified to conform with current
period presentation.
2. INVESTMENT IN PREIT-RUBIN, INC.:
PREIT-RUBIN, Inc. ("PRI") is responsible for various activities, including
management, leasing and real estate development of certain of the Registrant's
properties and for properties on behalf of third parties. Total management fees
paid by the Registrant's properties to PRI are included in property operating
expenses in the accompanying consolidated statements of income and amounted to
$98,000 and $71,000 for the three-month periods ended March 31, 1999 and 1998,
respectively. The Registrant's properties also paid leasing and development fees
to PRI totaling $216,000 and $137,000 for the three-month periods ended March
31, 1999 and 1998.
Leasing and development fees paid by the Registrant's properties to PRI are
capitalized and amortized to expense in accordance with the Registrant's normal
accounting policies. Intercompany profits earned by PRI related to such
activities are deferred and will be amortized to income over these same periods
in order to more properly match revenues and expenses.
PRI also provides management, leasing and development services for partnerships
and other ventures in which certain officers of the Registrant and PRI have
either direct or indirect ownership interests. Total revenues earned by PRI for
such services were $847,000 and $850,000 for the three-month periods ended March
31, 1999 and 1998, respectively.
-5-
<PAGE>
Summarized unaudited financial information for PREIT-RUBIN, Inc. as of and for
the three-month periods ended March 31, 1999 and 1998 is as follows:
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
Total assets $10,644,000 $12,740,000
=========== ===========
Management fees $ 1,238,000 $ 1,278,000
Leasing commissions 1,070,000 1,224,000
Development fees 242,000 190,000
Other revenues 488,000 629,000
----------- -----------
Total revenue $ 3,038,000 $ 3,321,000
=========== ===========
Net loss $(1,150,000) $ (377,000)
=========== ===========
Registrant's share of net loss $(1,092,000) $ (358,000)
=========== ===========
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 18 partnerships and joint
ventures and 5 properties under development at March 31, 1999, and 24
partnerships and joint ventures and 4 properties under development at December
31, 1998 and the Registrant's equity in income for the three months ended March
31, 1999 and 1998:
-6-
<PAGE>
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
ASSETS
------
<S> <C> <C>
Investments in real estate, at cost:
Multifamily properties $ 54,663,000 $ 54,396,000
Retail properties 197,145,000 185,900,000
Industrial property -- 1,275,000
Properties under development 21,045,000 25,601,000
Land 926,000 926,000
------------ ------------
Total investments in real estate 273,779,000 268,098,000
Less- Accumulated depreciation 65,241,000 64,478,000
------------ ------------
208,538,000 203,620,000
Cash and cash equivalents 7,683,000 7,107,000
Deferred costs, prepaid real estate taxes and expenses, and other
assets, net 32,047,000 34,923,000
------------ ------------
Total assets $248,268,000 $245,650,000
============ ============
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgage notes payable $222,038,000 $218,278,000
Bank loans payable 3,315,000 3,260,000
Other liabilities 8,824,000 9,675,000
------------ ------------
Total liabilities 234,177,000 231,213,000
------------ ------------
Net equity 14,091,000 14,437,000
Less: Partners' share 809,000 998,000
------------ ------------
Investment in partnerships and joint ventures $ 13,282,000 $ 13,439,000
============ ============
</TABLE>
-7-
<PAGE>
EQUITY IN INCOME OF PARTNERSHIPS AND JOINT VENTURES
---------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
March 31, March 31,
1999 1998
<S> <C> <C>
Gross revenues from real estate $14,158,000 $14,737,000
----------- -----------
Expenses:
Property operating expenses 4,852,000 5,403,000
Mortgage and bank loan interest 4,188,000 4,233,000
Depreciation and amortization 2,154,000 2,071,000
----------- -----------
11,194,000 11,707,000
----------- -----------
2,964,000 3,030,000
Partners' share (1,498,000) (1,555,000)
----------- -----------
Equity in income of partnerships and joint ventures $ 1,466,000 $ 1,475,000
=========== ===========
</TABLE>
4. EARNINGS PER SHARE:
Basic Earnings Per Share is based on the weighted average number of common
shares outstanding during the year. Diluted Earnings Per Share is based on the
weighted average number of shares outstanding during the year, adjusted to give
effect to common share equivalents. A reconciliation between basic and diluted
Earnings Per Share is shown below:
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999
----------------------------------------------
Per Share
Income Shares Amount
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE:
Net income $ 5,870,000 13,308,584 $ .44
============= ============= =============
DILUTED EARNINGS PER SHARE:
Net income $ 5,870,000 13,308,584
Share options issued -- 7,052
------------- -------------
$ 5,870,000 13,315,636 $ .44
============= ============= =============
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1998
----------------------------------------------
Per Share
Income Shares Amount
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE:
Net income $ 4,593,000 13,291,936 $ .35
============= ============= =============
DILUTED EARNINGS PER SHARE:
Net income $ 4,593,000 13,291,936
Share options issued -- 41,786
------------- -------------
$ 4,593,000 13,333,722 $ .34
============= ============= =============
</TABLE>
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:
<TABLE>
<CAPTION>
Amount
Per
Date Declared Record Date Payment Date Share
------------- ----------- ------------ -----
<S> <C> <C> <C> <C>
April 29, 1999 May 28, 1999 June 15, 1999 $.47
April 30, 1998 May 31, 1998 June 15, 1998 $.47
</TABLE>
6. CASH FLOW INFORMATION:
Cash paid for interest was $4,943,000 (net of capitalized interest of $419,000)
and $2,395,000 (net of capitalized interest of $311,000) for the three month
periods ended March 31, 1999 and March 31, 1998, respectively.
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 material incremental cost will be incurred on these
properties.
-9-
<PAGE>
As part of the merger with PREIT-RUBIN, Inc. (formerly The Rubin Organization,
Inc.) the Registrant entered into a contribution agreement (the "Contribution
Agreement") which includes a provision for PREIT Associates, L.P., the
Registrant's operating partnership to issue up to 800,000 additional Class A
Operating Partnership ("OP") units over the five-year period, beginning October
1, 1997 and ending September 30, 2002 according to a formula based upon the
Registrant's adjusted funds from operations per share during the five-year
period. The Contribution Agreement establishes "hurdle" and "target" levels for
the Registrant's adjusted funds from operations per share during specified
earn-out periods to determine whether, and to what extent, the contingent OP
units will be issued. The Registrant intends to account for the issuance of
contingent OP units as additional purchase price when such amounts are
determinable.
At March 31, 1999, the Registrant had approximately $17.0 million committed to
complete current development and redevelopment projects. In connection with
certain development properties, PREIT Associates, L.P. may be required to issue
additional OP units upon the achievement of certain financial results.
8. SEGMENT INFORMATION:
In 1998, the Registrant adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information." This
Statement established standards for reporting financial information about
operating segments in interim and annual financial reports and provides for a
"management approach" in identifying the reportable segments.
The Registrant has four reportable segments: (1) retail properties, (2)
multifamily properties, (3) other, and (4) corporate. The retail segment
includes the operation and management of 20 regional and community shopping
centers (10 wholly owned and 10 owned in joint venture form). The multifamily
segment includes the operation and management of 19 apartment communities (14
wholly owned and 5 owned in joint venture form). The other segment includes the
operation and management of 5 retail properties under development (3 wholly
owned and 2 owned in joint venture form), 5 industrial properties, (all wholly
owned) and 3 land parcels (1 wholly owned and 2 joint ventures). The corporate
segment is responsible for cash and investment management and certain other
general support functions.
The accounting policies for the segments are the same as those the Registrant
uses for its consolidated financial reporting, except that for segment reporting
purposes, the Registrant uses the "proportionate-consolidation method" of
accounting (a non-GAAP measure) for joint venture properties, instead of the
equity method of accounting. The Registrant calculates the
proportionate-consolidation method by applying its percentage ownership interest
to the historical financial statements of its equity method investments.
-10-
<PAGE>
<TABLE>
<CAPTION>
(In thousands)
Adjustments
to Equity Total
Three Months Ended March 31, 1999 Retail Multifamily Other Corporate Total Method Consolidated
- --------------------------------- --------- ----------- --------- --------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Real estate operating revenues $ 14,876 $ 12,804 $ 396 $ -- $ 28,076 $ (6,976) $ 21,100
Real estate operating expense 4,552 5,205 4 -- 9,761 (2,384) 7,377
-------- --------- -------- --------- --------- --------- ---------
Net operating income 10,324 7,599 392 -- 18,315 (4,592) 13,723
-------- --------- -------- --------- --------- --------- ---------
General and administrative expenses -- -- -- (853) (853) -- (853)
Interest income -- -- -- 163 163 -- 163
PRI net operating income -- -- -- (800) (800) 800 --
-------- --------- -------- ---------- ---------- --------- ---------
EBIDTA 10,324 7,599 392 (1,490) 16,825 (3,792) 13,033
-------- --------- -------- --------- --------- --------- ---------
Interest expense (4,595) (2,233) (163) (354) (7,345) 2,240 (5,105)
Depreciation and amortization (2,326) (1,839) (26) (307) (4,498) 1,282 (3,216)
PRI income taxes -- -- -- 104 104 (104) --
Gains on sales of interests in real
estate 445 -- 901 -- 1,346 -- 1,346
Minority interest in operating
partnership -- -- -- (562) (562) -- (562)
Equity in interest of partnerships
and joint ventures -- -- -- -- -- 1,466 1,466
Equity in loss of PRI -- -- -- -- -- (1,092) (1,092)
-------- --------- -------- --------- --------- --------- ---------
Net income $ 3,848 $ 3,527 $ 1,104 $ (2,609) $ 5,870 $ -- $ 5,870
-------- --------- -------- --------- --------- --------- ---------
Investments in real estate, at cost $260,026 $ 232,256 $ 23,558 $ -- $ 515,840 $ -- $ 515,840
-------- --------- -------- --------- --------- --------- ---------
Total assets $348,305 $ 203,715 $ 34,812 $ 15,777 $ 602,609 $(115,770) $ 486,839
-------- --------- -------- --------- --------- --------- ---------
Recurring capital expenditures $ 137 $ 815 $ -- $ -- $ 952 $ (140) $ 812
-------- --------- -------- --------- --------- --------- ---------
Adjustments
to Equity Total
Three Months Ended March 31, 1998 Retail Multifamily Other Corporate Total Method Consolidated
- --------------------------------- --------- ----------- --------- --------- --------- ----------- ----------
Real estate operating revenues $ 9,041 $ 11,222 $ 404 $ -- $ 20,667 $ (7,141) $ 13,526
Real estate operating expense 2,921 4,771 5 -- 7,697 (2,604) 5,093
-------- --------- -------- --------- --------- --------- ---------
Net operating income 6,120 6,451 399 -- 12,970 (4,537) 8,433
-------- --------- -------- --------- --------- --------- ---------
General and administrative expenses -- -- -- (738) (738) -- (738)
Interest income -- -- -- 122 122 (1) 121
PRI net operating income -- -- -- (221) (221) 221 --
-------- --------- -------- --------- --------- --------- ---------
EBIDTA 6,120 6,451 399 (837) 12,133 (4,317) 7,816
-------- --------- -------- --------- --------- --------- ---------
Interest expense (2,009) (1,730) (228) (210) (4,177) 2,199 (1,978)
Depreciation and amortization (1,345) (1,679) (29) (305) (3,358) 1,220 (2,138)
PRI income taxes -- -- -- 219 219 (219) --
Minority interest in operating
partnership -- -- -- (224) (224) -- (224)
Equity in interest of partnerships
and joint ventures -- -- -- -- -- 1,475 1,475
Equity in income of PRI -- -- -- -- -- (358) (358)
-------- --------- -------- --------- --------- --------- ---------
Net income $ 2,766 $ 3,042 $ 142 $ (1,357) $ 4,593 $ -- $ 4,593
-------- --------- -------- --------- --------- --------- ---------
Investments in real estate, at cost $120,347 $ 161,907 $ 15,120 $ -- $ 297,374 $ -- $ 297,374
-------- --------- -------- --------- --------- --------- ---------
Total assets $176,165 $ 169,947 $ 29,841 $ 9,746 $ 385,699 $(112,303) $ 273,396
-------- --------- -------- --------- --------- --------- ---------
Recurring capital expenditures $ 112 $ 541 $ -- $ -- $ 653 $ (165) $ 488
-------- --------- -------- --------- --------- ---------- ---------
</TABLE>
-11-
<PAGE>
9. RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. This Statement will be effective for the
Registrant's calendar year 2000. This Statement must be applied to (a)
derivative instruments and (b) certain derivative instruments embedded in hybrid
contracts that were issued, acquired, or substantively modified after December
31, 1997. The Registrant does not expect the adoption of this statement to have
a material impact on its financial position or results of operations.
10. SUBSEQUENT EVENT:
On April 13, 1999, the Registrant completed the financing of eight multifamily
communities with $108 million of permanent, fixed-rate, long-term debt. The
financing replaces short-term floating rate debt with loans with a weighted
average fixed interest rate of 6.77% The loans, secured with the eight
properties, amortize over 30 years and mature May 2009. Approximately an $88
million portion of the proceeds was used to repay outstanding amounts under the
Registrant's Credit Facility. As a result of this repayment, a balance of
approximately $60 million of the Registrant's Credit Facility remained
outstanding. The balance of the proceeds was used to pay off a short-term
floating rate loan of approximately $17 million which was secured by the
recently acquired Northeast Tower Center located in Philadelphia, Pennsylvania
and fund the financing costs of approximately $3 million.
The Properties secured by this permanent debt are as follows:
<TABLE>
<CAPTION>
Property Name Location Units Loan Amount (1)
- ------------------------------------ ----------------------------- ------------ -----------------
<S> <C> <C> <C>
Boca Palms Apartments Boca Raton, FL 522 $ 22,600,000
Cobblestone Apartments Pompano Beach, FL 384 13,850,000
Palms of Pembroke Pembroke Pines, FL 348 16,600,000
Marylander Apartments Baltimore, MD 508 12,300,000
Hidden Lakes Apartments Dayton, OH 360 10,700,000
Kenwood Gardens Toledo, OH 504 7,250,000
Lakewood Hills Apartments Harrisburg, PA 562 18,750,000
2031 Locust Street Philadelphia, PA 87 5,950,000
------------ ------------------
3,275 $ 108,000,000
============ ==================
</TABLE>
(1) Each loan is non-recourse and the loans are not cross-collateralized.
-12-
<PAGE>
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 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 Executive Officer
By /s/ Dante J. Massimini
--------------------------------------
Dante J. Massimini
Senior Vice President and Treasurer
May 26, 1999
-13-
