Filed by Pennsylvania Real Estate Investment Trust
Subject Company: Crown American Realty Trust
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Commission File No.: 1-6300
Investor Notice
In connection with the proposed merger between PREIT and Crown American
Realty Trust referenced in this transcript, PREIT and Crown American Realty
Trust intend to file a joint proxy statement/prospectus on Form S-4 and other
materials with the Securities and Exchange Commission. SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of these materials when they become available, as well as other materials
filed with the Securities and Exchange Commission concerning PREIT and Crown
American Realty Trust at, the Securities and Exchange Commission's website at
http://www.sec.gov. In addition, these materials and other documents filed by
PREIT may be obtained for free by directing a request to Pennsylvania Real
Estate Investment Trust at The Bellevue, 200 S. Broad Street, Philadelphia, PA
19102; Attn: Investor Relations. In addition, these materials and other
documents filed by Crown American Realty Trust may be obtained for free by
directing a request to Crown American Realty at Pasquerilla Plaza, Johnstown,
Pennsylvania 15901; Attn: Investor Relations.
PREIT and Crown American Realty Trust, and their respective trustees
and executive officers and other members of their management and employees, may
be deemed to be participants in the solicitation of proxies from the
shareholders of PREIT and Crown American Realty Trust in connection with the
merger. Information about the trustees and executive officers of PREIT and their
ownership of PREIT shares is set forth in the proxy statement for PREIT's 2003
Annual Meeting of Shareholders, which was filed with the Securities and Exchange
Commission on April 30, 2003. Information about the trustees and executive
officers of Crown American Realty Trust and their ownership of Crown American
Realty Trust stock is set forth in the Crown American Realty Trust's Annual
Report on Form 10-K and the amendment to its Form 10-K filed with the Securities
and Exchange Commission on March 31, 2003 and April 22, 2003, respectively.
Investors may obtain additional information regarding the interests of such
participants by reading the joint proxy statement/prospectus when its becomes
available.
Transcript of Pennsylvania Real Estate Investment Trust
First Quarter 2003 Earnings Release Conference Call
Wednesday, May 14, 2003 1:00 pm
_____________________________________________
THE OPERATOR
Good afternoon, ladies and gentlemen, and welcome to the Pennsylvania Real
Estate Investment Trust first-quarter conference call. At this time, all parties
have been placed on a listen-only mode, and the floor will be open for your
questions and comments following the presentation.
It is now my pleasure to turn the floor over to your host, from KCSA, Mr. Todd
Fromer.
_____________________________________________
MR. TODD FROMER
Good afternoon, everyone, and welcome to the Pennsylvania Real Estate Investment
Trust first-quarter earnings conference call. This is Todd Fromer of KCSA public
relations. Before we begin, I would like to remind everyone of several items.
This conference call contains certain forward-looking statements within the
meaning of section 21E of the Securities Exchange Act of 1934 and the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and other matters that are not historical facts.
These forward-looking statements reflect PREIT's current views about future
events, and are subject to risks, uncertainties, assumptions and changes in
circumstances that may cause future events, achievements or results to differ
materially from those expressed by the forward-looking statements. In
particular, PREIT may not be able to consummate the sale of its multi-family
portfolio, or consequently, to repay the acquisition loan with the proceeds
therefrom, may not be able to consummate the acquisition of Echelon Mall, and
Plymouth Meeting Mall on previously announced terms or otherwise favorable terms
to PREIT, or at all, and may not be able to consummate the merger with CROWN. Or
if such transactions are consummated, PREIT's actual results may differ
significantly from those expressed in any forward-looking statements. Certain
factors that could cause PREIT not to consummate such transactions or could
cause PREIT's actual results to differ materially from expected results include,
without limitation, the satisfaction of closing conditions applicable to such
transactions, some of which are beyond PREIT's control. In addition, PREIT's
business is subject to uncertainties regarding the revenues, operating expenses,
leasing activities, occupancy rates and other competitive factors relating to
PREIT's portfolio and the properties proposed to be acquired, and changes in
local market conditions as well as general economic, financial and political
conditions, including the possibility of outbreak or escalation of war or
terrorist attacks, any of which may cause future events, achievements or results
to differ materially from those expressed by the forward-looking statements.
PREIT does not intend to, and disclaims any duty or obligation to update or
revise any forward-looking statements or industry information said on this
conference call to reflect new information, future events or otherwise.
In connection with the proposed merger between PREIT and CROWN American Realty
Trust, PREIT and CROWN American Realty Trust intend to file a joint proxy
statement prospectus on form S4 and other materials with the Securities and
Exchange Commission. Security holders are urged to read these materials when
they become available, because they will contain important information.
Investors and security holders may obtain a free copy of these materials when
they become available, as well as other materials filed with the Securities and
Exchange Commission concerning PREIT and CROWN American Realty Trust at the
Securities and Exchange Commission's Web site at www.SEC.gov. In addition, these
materials and other documents filed by PREIT may be obtained for free by
directing your request to Pennsylvania Real Estate Investment Trust at The
Bellevue, 200 South Broad Street, Philadelphia, Pennsylvania, 19102, attention
Investor Relations. In addition, these materials and other documents filed by
CROWN American Realty trust may be obtained for free by directing the request to
CROWN American Realty at Pasquerilla Plaza, Johnstown, Pennsylvania, 15901,
attention Investor Relations. PREIT and CROWN American Realty Trust and their
respective trustees and executive officers and other members of the management
and employees may be deemed to be participants in the solicitation of proxies
from the shareholders of PREIT and CROWN American Realty trust in connection
with the merger. Information about the trustees and executive officers of PREIT
and their ownership of PREIT shares is set forth in the proxy statement for
PREIT's 2003 annual meeting of shareholders, which was filed with the Securities
and Exchange Commission on April 30th, 2003. Information about the trustees and
executive officers of CROWN American Realty Trust and their ownership of CROWN
American Realty Trust stock is set forth in the CROWN American Realty Trust
annual report on Form 10-K and the amendment to its Form 10-K filed with the
Securities and Exchange Commission on March 31st, 2003 and April 22nd, 2003,
respectively. Investors may obtain additional information regarding the
interests of such participants by reading the joint proxy statement prospectus
when it becomes available. A registration statement relating to PREIT securities
to be issued in the merger of CROWN into PREIT has not been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This conference call shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sales of securities in
any state. Any such offer, solicitation or sale will be unlawful, prior to
registration or qualification under the securities laws of any such state.
With that said, I would now like to turn the call over to Jonathan Weller,
President and Chief Operating Officer of PREIT.
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MR. JONATHAN WELLER
Thank you, Todd, and good afternoon, everyone. Thank you for joining us today
for our second of two conference calls. We would like to take this opportunity
to discuss in more detail our results for the first quarter ended March 31st,
2003. With me this afternoon is Ed Glickman, our Chief Financial Officer, who
will be speaking in a moment. Also with me today are Bruce Goldman, our
Executive Vice President and General Counsel, and Dave Bryant, our Senior Vice
President and Treasurer. Before we proceed, I would like to remind participants
that if you are interested in learning about our merger with CROWN American
Realty Trust, you may listen, beginning Thursday, to a replay of our earlier
conference call by dialing 1-877-519-4471 and enter the code number 3931094. If
you still have questions, please feel free to call one of us off-line.
In the first quarter of 2003, net income increased 33.5 percent to $5 million,
compared to $3.7 million in the last quarter of 2002. On a per-share basis, net
income rose 28.5 percent, to 30 cents per share from 23 cents per share in the
earlier quarter. Net income includes a $1.2 million gain from the sale of a
parcel of land at Crest Plaza to Target. Target anticipates that the store will
open in the third quarter of this year. FFO for the first quarter of 2003
increased by 8.4 percent to 11.5 million over the comparable period in 2002. On
a per-share basis, FFO increased by 5.6 percent, to 63 cents per share from 60
cents per share in 2002. First-quarter 2003 NOI increased by 20.5 percent to
41.1 million from 34.1 million. The increases in revenues and FFO were in line
with our expectations. Same-store NOI growth for the retail portfolio was up 4.0
percent in the 2003 first quarter. On a same-store basis, occupancy in our power
center portfolio increased to 97.5 percent. Our mall portfolios decreased to
90.0 percent at the end of the first quarter, from 93.2 percent, mainly due to
the closing of Ames at Dartmouth Mall. The company purchased the Ames Group and
executed a letter of intent for the sale of a pad site to the May Company for
the addition of a 140,000 square foot Filene's.
Our multi-family same-store NOI decreased by 3.2 percent in the 2003 first
quarter, compared to last year, due in large part to expenses related to the
severe winter at our northern market. With regard to the acquisitions of the six
properties from Rouse Company and the sale of our multi-family portfolio, as
previously announced, I would like to summarize where we stand on those
transactions. PREIT acquired four of the six Rouse properties -- Cherry Hill
Mall, Moorestown Mall, Exton Square Mall, and The Galleria at Market East -- as
we announced at the end of April. The closing of the remaining two large mall
acquisitions is expected to occur by the end of the second quarter. The purchase
of Echelon Mall and the retail ventures in Plymouth Meeting Mall require lender
consent, which has not yet been obtained.
The multi-family transaction is expected to close by July 31st. During the
second quarter, the company sold Cambridge Hall apartments in West Chester,
Pennsylvania to its partner for a price of $6.7 million, including the
assumption of $2.5 million in mortgage debt. The partner exercised its right of
first refusal at the same price as specified in the company's agreement with
Morgan Properties. The company is expected to record a gain of approximately $4
million in the second quarter of 2003. As a result of the timing of our purchase
and sale agreement for the sale of multi-family portfolios, the company has
classified the multi-family assets as assets held for sale on the consolidated
balance sheet, and as discontinued operations on the consolidated statement of
income. The company's presentation of NOI, investment in real estate (ph) and
mortgage notes was in the press release for periods prior to the first quarter
of 2003 have been revised to reflect this classification.
At this point, I would like to turn the call over to Ed.
_____________________________________________
MR. EDWARD GLICKMAN
The company ended the first quarter of 2002 with investment in real estate of
953.6 million, an increase of 116.5 million, or 13.9 percent, over 2003's
comparable balance of 837.1 million. Specifically in the retail sector,
investment in real estate was up 107 million to 623.9 million, representing a
20.1 percent increase in the retail investment over last year's balance of 516.6
million. The 107.3 million of total retail increase was comprised of 104.9
million of new investments plus 19 million of completed projects that were
previously classified as development, plus 16.6 million from the sale of
Mandarin Corners. The bulk of the new investment can be attributed to the
acquisition of Beaver Valley Mall and an increase in the company's interest in
the Willow Grove partnership. The remainder of new investments consists of
spending on a number of smaller projects, primarily at Magnolia Mall and the
Commons at Magnolia.
At the end of the first quarter 2003, the company's investment in development
projects had fallen to 20.8 million from 34.2 million at the end of the first
quarter 2003. The $13.4 million decrease in development was the net of 11.9
million of new investments, the sale of a parcel at Crest Plaza for 2.9 million,
the previously mentioned 19 million of completed retail properties that were
placed into service, and the reclassification of certain development balances
into other assets on the balance sheet. Multifamily investment increased 22.7
million over the last 12-month period. 16.6 million of it is attributable to the
purchase of the full interest in Regency Lakeside Apartments in Omaha, Nebraska,
and the remaining $6.1 million was invested in other multi-family properties
towards improvement of the portfolio assets. As a result of the above changes,
on a cost basis, the company's portfolio is approximately 65.4 percent retail,
32.1 percent multi-family and 2.2 percent retail development at the end of the
first quarter.
On the right side of the balance sheet, the company finished the first quarter
with debt capital of 625.1 million, up from 513.1 at the end of the first
quarter of '02. The increase is largely associated with the mortgages from the
Beaver Valley Mall, and the Willow Grove partnership acquisition, and the
company's net borrowings under the line of credit during the year. With interest
rates at historical lows and ample credit availability for retail asset
purchases, the company is biased toward long-term fixed-rate financing. Of the
625.1 million of total debt at the end of the first quarter, 478.2 or 77 percent
was long-term fixed-rate mortgage debt. The remaining 146.9 million or 23
percent was charged against the company's line of credit. After accounting for
$75 million of swaps, 89 percent of the outstanding debt was fixed at a weighted
average cost of 7.24 percent and weighted average maturity of 6.7 years. The
remaining 71.9 million or 11 percent of the company's debt was floating at 165
basis points over LIBOR.
Since the first quarter of '02, PREIT's equity market cap has increased by 15.8
percent to 530.5 million from the year-ago figure 458.3 million. The rise in
equity cap was primarily a result of the stock price appreciation from $25.50 to
$28.65 during the year, and the issuance of 546,000 new shares. The debt and
equity charges during the year have caused our debt to marked capitalization to
increase from 52.8 percent at the end of 2002's first quarter to 54.1 percent at
the end of the first quarter of '03, a figure which we feel remains in line with
the company's leverage target. Subsequent to the close of the first quarter, as
John mentioned, the company completed the acquisition of the first four of the
six Rouse properties, prefinanced these transactions through a combination of
the assumption of $277 million of existing non-recourse mortgage debt, the
issuance of $35 million of OP (ph) units and proceeds from a $175 million term
acquisition loan. We obtained the 175 million term loan, as well as the 25
million revolving line of credit, from Wells Fargo Bank. The remaining Wells
proceeds combined with the proceeds from the anticipated refinancing of certain
PREIT portfolio assets will be used to complete the remaining two Rouse property
acquisitions. The net proceeds from the sale of the multi-family portfolio set
to close in this quarter will be applied to repaying the Wells Fargo loan.
John and I would be happy to answer any questions that you may have at this
time.
_____________________________________________
THE OPERATOR
(CALLER INSTRUCTIONS). Josh Bederman (ph), JP Morgan.
_____________________________________________
THE CALLER
Do you guys have combined figures for basically just the AFFO deducts on a
combined basis? I saw CROWN sort of has to be reporting with that. Just TIs,
leasing commissions, Capex and some straight lines if you have it.
_____________________________________________
COMPANY REPRESENTATIVE
We have ours, Josh, in our supplemental. We show the calculation of -- we call
it FAD, but I think it's the same metrics.
_____________________________________________
THE CALLER
Yes. I was just wondering if you it had on a combined basis, looking forward.
_____________________________________________
COMPANY REPRESENTATIVE
And we also included in our supplemental a new table on Capex.
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THE CALLER
Yes, I saw that. That was great. So you don't have anything for sort of looking
out to 04?
_____________________________________________
COMPANY REPRESENTATIVE
Nope.
_____________________________________________
THE OPERATOR
Alexander Goldfarb, Lehman Brothers.
_____________________________________________
THE CALLER
Just some operational expense stuff. I know that the weather this past winter
was a bit heavy. Can you just comment, though -- it looks like, both on the
retail side, the operational expenses as well as real estate taxes went up in
the first quarter versus sort of what would have been expected. So, obviously,
the taxes are one issue, and I just want to see what the run rate is -- what
your expectation for the year is. And on the operational expense, how much of
the increase was weather-related, and how much is stuff that's just natural
increases in expenses of operations?
_____________________________________________
COMPANY REPRESENTATIVE
Alex, you're asking specifically on retail?
_____________________________________________
THE CALLER
Yes.
_____________________________________________
COMPANY REPRESENTATIVE
First of all, remember that operating expenses are also covered by common-area
maintenance charges in the retail properties. We really highlighted that in the
multi-family portfolio, because they are not recovered through CAM charges to
the tenants. I don't think we have the breakout of the winter-related expense --
not just for the retail portfolio, but obviously there was excess of snow
removal costs in particular--
_____________________________________________
COMPANY REPRESENTATIVE 2
A couple of other items --
_____________________________________________
COMPANY REPRESENTATIVE
-- which will ultimately be recovered.
_____________________________________________
COMPANY REPRESENTATIVE 2
A couple of other items that we had -- after we bought out the Ames lease, and
prior to concluding the transaction that we hoped to be concluding with the May
Company there, we have to amortize the buyout costs. And that added an expense
on the resale side. We also had increased real estate taxes at some of the
properties, as well.
_____________________________________________
THE CALLER
So how much is the amortization of the Ames?
_____________________________________________
COMPANY REPRESENTATIVE
The Ames refi amortization is 100,000 in the first quarter.
_____________________________________________
THE CALLER
And then it's done, or it's over a number of quarters?
_____________________________________________
COMPANY REPRESENTATIVE
No. Well, we purchased that lease for $1.75 and we will amortize that over the
remaining period, and so, we concluded transactions and put another tenant in
it.
_____________________________________________
THE CALLER
And in terms of your expectations for operational expenses for the year, and for
taxes for the year, have you put up guidance in terms of what you think they
will be up for the year?
_____________________________________________
COMPANY REPRESENTATIVE
No, we have not changed that guidance for taxes, for increased taxes.
_____________________________________________
THE CALLER
And in your comments, you had mentioned some development projects being placed
into other assets? Did I understand that correctly?
_____________________________________________
COMPANY REPRESENTATIVE
Yes.
_____________________________________________
THE CALLER
What is that?
_____________________________________________
COMPANY REPRESENTATIVE
Hold on a second.
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THE OPERATOR
Sir, does that answer your question?
_____________________________________________
THE CALLER
I am still waiting.
_____________________________________________
COMPANY REPRESENTATIVE
One second; we are getting you the answer there. While we find that answer, do
you have another question?
_____________________________________________
THE CALLER
On the -- and maybe this is going back to the earlier conference call. The
current sort of redevelopment teams that you have in place for the properties --
looking forward, towards the Rouse and the CROWN transaction, how much was that
team -- will sort of be physically doing each redevelopment versus overseeing
sort of people underneath them? I'm sort of asking how that team will work with
the --
_____________________________________________
COMPANY REPRESENTATIVE
Let me just respond to tell you how we look at that. We have a full-fledged
development group with eight professionals, and that group has, as you know, as
somebody who follows the company closely, it's busy working on a lot of
development projects. But the actual amount of development activity in the
company today is less than it has been in the past. A lot of the time of that
group is devoted to redevelopment activity and the projects that we are working,
including the supplemental -- Magnolia, Prince Georges Plaza (ph), et cetera. We
will use that group, and also, for a number of professionals within our retail
group, headed up by Jeff Cordino (ph), that are very active on the redevelopment
project. So as we are now beginning to work on these four Rouse assets that we
have acquired, as we refine our plans on the CROWN assets, as we go through the
interim period prior to closing, we will be focusing on those assets that have
the most immediate redevelopment potential. And obviously, we will also be
looking at our staffing to see if we need to increase our staff in either the
development group or the retail group to handle the level of redevelopment
activity that we determined makes sense to do in the immediate term after
closing.
_____________________________________________
COMPANY REPRESENTATIVE 2
And going back to your prior question, now, the deferred cost of 3.4 million,
which had previously been shown as development related to predevelopment costs,
and we are now classifying those, instead of in the real estate categorization,
in other assets.
_____________________________________________
THE CALLER
Okay, so that's 3.4 million of predevelopment?
_____________________________________________
COMPANY REPRESENTATIVE
Right, which was in the development caption and is now under other assets.
_____________________________________________
THE CALLER
And what was the reason for the reclassification?
_____________________________________________
COMPANY REPRESENTATIVE
Change in accounting -- nothing other than a change in accounting status.
_____________________________________________
THE OPERATOR
(CALLER INSTRUCTIONS). Greg Andrews of Greenstreet Advisers.
_____________________________________________
THE CALLER
Can you just talk for a brief minute as to how you account for G&A expenses, and
contrast that, perhaps, with the way CROWN reports expenses?
_____________________________________________
COMPANY REPRESENTATIVE
Differences between the two companies really stem from -- in some sense, from
the fact that we had, and continued to have, somewhat more of a history in the
third-party management business. So our G&A expenses tend to be management
company revenues. They are all stated. You can see on our income statement -- I
do not know if you have our supplemental in front of you, but if you were to go
to one of the pages, you will see that we have management company revenues, G&A
and then corporate payroll all broken out. And the cost of running our, let's
call it, company, per se, would be the sum of those three items. So we're
getting revenues in from the operations of the management company, primarily
from third-party properties, and other tenants work that we do and subtract from
that the general administrative and cost of payroll. And the balance of that is
really our net cost of running the company.
_____________________________________________
THE CALLER
In the management company revenue would include some development activity that
you might do on behalf of tenants?
_____________________________________________
COMPANY REPRESENTATIVE
That would include things that we have done for both others and ourselves. And
we don't pay ourselves a management fee from our own property.
_____________________________________________
THE CALLER
That would be--can't really do that.
_____________________________________________
THE OPERATOR
Ladies and gentlemen, there appear to be no further questions at this time. I
would like to turn the floor back to the management for any closing comments.
_____________________________________________
COMPANY REPRESENTATIVE
Thank you very much, everyone, for listening to us twice today. It has been a
great day for the company. We are incredibly excited about the opportunities
that the CROWN American merger affords us. But we also want you to note that we
are very focused on the day-to-day operations of the company and will continue
to have that focus in the period of time while we are concluding the major
transactions that we have announced to you. So I thank you for your interest,
and we look forward to speaking with you very soon.
_____________________________________________
THE OPERATOR
Ladies and gentlemen, thank you very much for your participation. This does
conclude today's Pennsylvania Real Estate Investment Trust first-quarter
conference call. You may disconnect your lines at this time, and have a
wonderful day.
(CONFERENCE CALL CONCLUDED)
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