ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Pennsylvania
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23-6216339
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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The Bellevue
200 South Broad Street
Philadelphia, Pennsylvania
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19102
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Shares of Beneficial Interest, par value $1.00 per share
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New York Stock Exchange
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Series A Preferred Shares, par value $0.01 per share
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New York Stock Exchange
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Series B Preferred Shares, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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our substantial debt and stated value of preferred shares and our high leverage ratio;
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•
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constraining leverage, unencumbered debt yield, interest and tangible net worth covenants under our 2013 Revolving Facility, our 2014 Term Loans and Letter of Credit (all as defined below);
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•
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potential losses on impairment of certain long-lived assets, such as real estate, or of intangible assets, such as goodwill, including such losses that we might be required to record in connection with any dispositions of assets;
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•
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changes in the retail industry, including consolidation and store closings, particularly among anchor tenants;
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•
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our ability to sell properties that we seek to dispose of or our ability to obtain prices we seek;
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•
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the effects of online shopping and other uses of technology on our retail tenants;
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•
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risks related to development and redevelopment activities;
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•
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current economic conditions and the state of employment growth and consumer confidence and spending, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions and on our cash flows, and the value and potential impairment of our properties;
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•
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our ability to refinance our existing indebtedness when it matures, on favorable terms or at all;
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•
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our ability to raise capital, including through joint ventures or other partnerships, through sales of properties or interests in properties, through the issuance of equity or equity-related securities if market conditions are favorable, or through other actions;
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•
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our ability to identify and execute on suitable acquisition opportunities and to integrate acquired properties into our portfolio;
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•
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our partnerships and joint ventures with third parties to acquire or develop properties;
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•
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our short- and long-term liquidity position;
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•
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general economic, financial and political conditions, including credit and capital market conditions, changes in interest rates or unemployment;
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•
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our ability to maintain and increase property occupancy, sales and rental rates, in light of the relatively high number of leases that have expired or are expiring in the next two years;
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•
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acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales;
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•
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changes to our corporate management team and any resulting modifications to our business strategies;
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•
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increases in operating costs that cannot be passed on to tenants;
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•
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concentration of our properties in the Mid-Atlantic region;
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•
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changes in local market conditions, such as the supply of or demand for retail space, or other competitive factors; and
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•
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potential dilution from any capital raising transactions or other equity issuances.
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Sale Date
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Property and Location
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Description of Real Estate Sold
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Capitalization
Rate |
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Sale Price
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Gain/
(Loss) |
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(in millions of dollars)
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June
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South Mall
Allentown, Pennsylvania |
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Mall
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10.1
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%
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$
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23.6
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$
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0.2
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July
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The Gallery at Market East
(1)
Philadelphia, PA
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Mall (50% interest)
(1)
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5.1
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%
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106.8
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(0.6
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)
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September
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North Hanover Mall,
Hanover, Pennsylvania and Nittany Mall State College, Pennsylvania |
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Two malls (single combined transaction)
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North Hanover Mall 11.0%
Nittany Mall 16.2% |
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32.3
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(0.1
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)
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•
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Raising the overall level of quality of our portfolio and of the individual properties in our portfolio;
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•
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Improving the operating results of our properties;
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•
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Taking steps to position the Company for future growth opportunities; and
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•
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Improving our balance sheet by reducing debt and leverage, and maintaining a solid liquidity position.
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•
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delayed ability or inability to reach projected occupancy, rental rates, profitability, and investment return;
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•
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timing delays due to tenant decision delays and other factors outside our control, which might make a project less profitable or unprofitable, or delay profitability;
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•
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expenditure of money and time on projects that might be significantly delayed before stabilization.
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•
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partners might become bankrupt or fail to fund their share of required capital contributions, which might inhibit our ability to make important decisions in a timely fashion or necessitate our funding their share to preserve our investment, which might be at a disadvantageous time or in a significant amount;
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•
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partners might have business interests or goals that are inconsistent with our business interests or goals;
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•
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partners might be in a position to take action contrary to our policies or objectives;
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•
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we might incur liability for the actions of our partners; and
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•
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third-party managers might not be sensitive to publicly-traded company or REIT tax compliance matters.
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•
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we might not achieve the expected value-creation potential, operating efficiencies, economies of scale or other benefits of such transactions, including effective execution on acquired development rights;
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•
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we might not have adequate personnel, personnel with necessary skill sets or financial and other resources to successfully handle our increased operations;
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•
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we might not be successful in leasing space in acquired properties or renewing leases of existing tenants after our acquisition of the property;
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•
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the combined portfolio might not perform at the level we anticipate;
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•
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the additional property or portfolio might require excessive time and financial resources to make necessary improvements or renovations and might divert the attention of management away from our other operations;
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•
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we might experience difficulties and incur unforeseen expenses in connection with assimilating and retaining employees working at acquired properties, and in assimilating any acquired properties;
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•
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we might experience problems and incur unforeseen expenses in connection with upgrading and expanding our systems and processes to incorporate any such acquisitions; and
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•
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we might incur unexpected liabilities in connection with the properties and businesses we acquire.
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(1)
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There are ownership limits and restrictions on transferability in our trust agreement
. In order to protect our status as a REIT, no more than 50% of the value of our outstanding shares (after taking into account options to acquire shares) may be owned, directly or constructively, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended), and the shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. To assist us in satisfying these tests, subject to some exceptions, our trust agreement prohibits any shareholder from owning more than 9.9% of our outstanding shares of beneficial interest (exclusive of preferred shares) or more than 9.9% of any class or series of preferred shares. The trust agreement also prohibits transfers of shares that would cause a shareholder to exceed the 9.9% limit or cause our shares to be beneficially owned by fewer than 100 persons. Our Board of Trustees may exempt a person from the 9.9% ownership limit if it receives a ruling from the Internal Revenue Service or an opinion of counsel or tax accountants that exceeding the 9.9% ownership limit as to that person would not jeopardize our tax status as a REIT. Our Board has granted such exemptions to Cohen & Steers Capital Management, Inc. and Blackrock, Inc. Absent an exemption, this restriction might:
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▪
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discourage, delay or prevent a tender offer or other transaction or a change in control of management that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or
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▪
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compel a shareholder who had acquired more than 9.9% of our shares to transfer the additional shares to a trust and, as a result, to forfeit the benefits of owning the additional shares.
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(2)
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Our trust agreement permits our Board of Trustees to issue preferred shares with terms that might discourage a third party from acquiring the Company
. Our trust agreement permits our Board of Trustees to create and issue multiple classes and series of preferred shares, and classes and series of preferred shares having preferences to the existing shares on any matter, without a vote of shareholders, including preferences in rights in liquidation or to dividends and option rights, and other securities having conversion or option rights. Also, the Board might authorize the creation and issuance by our subsidiaries and affiliates of securities having conversion and option rights in respect of our shares. Our trust agreement further provides that the terms of such rights or other securities might provide for disparate treatment of certain holders or groups of holders of such rights or other securities. The issuance of such rights or other securities could have the effect of discouraging, delaying or preventing a change in control of us, even if a change in control were in our shareholders’ interest or would give the shareholders the opportunity to realize a premium over the then-prevailing market price of our securities.
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(3)
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Advance Notice Requirements for Shareholder Nominations of Trustees
. The Company’s advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as trustees, as provided in our amended and restated Trust Agreement, require, among other things, that advance written notice of any such proposals, containing prescribed information, be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s meeting (or within 10 business days of the day notice is given of the annual meeting date, if the annual meeting date is not within 30 days of the anniversary date of the immediately preceding annual meeting).
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•
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Increases in market interest rates, relative to the dividend yield on our shares. If market interest rates increase, prospective purchasers of our securities might require a higher yield. Higher market interest rates would not, however, result in more funds being available for us to distribute to shareholders and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution to our shareholders. Thus, higher market interest rates could cause the market price of our shares to decrease;
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•
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Possible future issuances of equity, equity-related or convertible securities, including securities senior as to distributions or liquidation rights;
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•
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A decline in the anticipated benefits of an investment in our securities as compared to an investment in securities of companies in other industries (including benefits associated with the tax treatment of dividends and distributions);
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•
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Perception, by market professionals and participants, of REITs generally and REITs in the retail sector, and malls in particular. Our portfolio of properties consists almost entirely of retail properties and we expect to continue to focus primarily on retail properties in the future;
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•
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Perception by market participants of our potential for payment of cash distributions and for growth;
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•
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Levels of institutional investor and research analyst interest in our securities;
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•
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Relatively low trading volumes in securities of REITs;
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•
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Our results of operations and financial condition; and
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•
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Investor confidence in the stock market or the real estate sector generally.
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Property/Location
(1)
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Ownership
Interest
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Total
Square Feet
(2)
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Owned
Square Feet
(3)
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Year Built /
Last
Renovated
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Occupancy%
(4)
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Anchors/Major Tenants
(5)
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MALLS
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Beaver Valley Mall,
Monaca, PA
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100
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%
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1,153,797
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949,027
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1970/1991
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96.5
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%
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Boscov’s, JC Penney, Macy’s and Sears
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Capital City Mall,
Camp Hill, PA
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100
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%
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614,471
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494,471
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1974/2005
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98.6
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%
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JC Penney, Macy’s and Sears
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Cherry Hill Mall,
Cherry Hill, NJ
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100
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%
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1,306,367
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827,482
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1961/2009
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97.2
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%
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Apple, The Container Store, Crate and Barrel, JC Penney, Macy’s and Nordstrom
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Crossroads Mall,
Beckley, WV
(6)
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100
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%
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468,214
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468,214
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1981
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97.6
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%
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Belk, Dick’s Sporting Goods, JC Penney and Sears
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Cumberland Mall,
Vineland, NJ
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100
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%
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941,684
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668,454
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1973/2003
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93.1
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%
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Best Buy, BJ’s Wholesale Club, Boscov’s, Burlington Coat Factory, Home Depot and JC Penney
(7)
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Dartmouth Mall,
Dartmouth, MA
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100
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%
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670,504
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530,504
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1971/2000
|
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99.0
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%
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JC Penney, Macy’s and Sears
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Exton Square Mall,
Exton, PA
(6)
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100
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%
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1,087,728
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810,260
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1973/2000
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97.4
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%
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Boscov’s, K-Mart, Macy’s and Sears
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Francis Scott Key Mall,
Frederick, MD
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100
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%
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755,766
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616,433
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1978/1991
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99.5
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%
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Barnes & Noble, JC Penney, Macy’s, Sears and Value City Furniture
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Gadsden Mall,
Gadsden, AL
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100
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%
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506,461
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506,461
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1974/1990
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98.1
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%
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Belk, JC Penney and Sears
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Property/Location
(1)
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Ownership
Interest
|
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Total
Square Feet
(2)
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Owned
Square Feet
(3)
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Year Built /
Last
Renovated
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Occupancy%
(4)
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Anchors/Major Tenants
(5)
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Jacksonville Mall,
Jacksonville, NC
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100
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%
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494,472
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494,472
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1981/2008
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99.6
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%
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Barnes & Noble, Belk, JC Penney and Sears
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Logan Valley Mall,
Altoona, PA
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100
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%
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782,945
|
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782,945
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1960/1997
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98.4
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%
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JC Penney, Macy’s and Sears
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Lycoming Mall,
Pennsdale, PA
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100
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%
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806,788
|
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687,050
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1978/2007
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98.7
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%
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Best Buy, Bon-Ton, Burlington Coat Factory, Dick’s Sporting Goods, JC Penney, Macy’s
(8)
and Sears
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Magnolia Mall,
Florence, SC
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100
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%
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619,448
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619,448
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1979/2007
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99.8
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%
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Barnes & Noble, Belk, Best Buy, Dick’s Sporting Goods, JC Penney and Sears
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Moorestown Mall,
Moorestown, NJ
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100
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%
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1,064,083
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742,883
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1963/2008
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95.3
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%
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Boscov’s, Lord & Taylor, Macy’s, Regal Cinema RPX and Sears
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New River Valley Mall,
Christiansburg, VA
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100
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%
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463,596
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463,596
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1988/2007
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89.0
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%
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Belk, Dick’s Sporting Goods, JC Penney, Regal Cinemas and Sears
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Palmer Park Mall,
Easton, PA
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100
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%
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457,981
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|
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457,981
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1972
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96.2
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%
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Bon-Ton and Boscov’s
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Patrick Henry Mall,
Newport News, VA
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100
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%
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716,498
|
|
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432,341
|
|
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1988/2005
|
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97.4
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%
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Dick’s Sporting Goods, Dillard’s, JC Penney and Macy’s
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Plymouth Meeting
Mall,
Plymouth Meeting, PA
|
100
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%
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947,428
|
|
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732,793
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|
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1966/2009
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93.6
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%
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AMC Theater, Boscov’s, Macy’s and Whole Foods
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The Mall at Prince Georges,
Hyattsville, MD
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100
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%
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916,117
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|
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916,117
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1959/2004
|
|
99.8
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%
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JC Penney, Macy’s, Marshalls, Ross Dress for Less and Target
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Uniontown Mall,
Uniontown, PA
(6)
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100
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%
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|
700,012
|
|
|
700,012
|
|
|
1972/1990
|
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94.4
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%
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|
Bon-Ton, Burlington Coat Factory, JC Penney, Sears and Teletech Customer Care
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Valley Mall,
Hagerstown, MD
|
100
|
%
|
|
912,744
|
|
|
669,344
|
|
|
1974/1999
|
|
97.0
|
%
|
|
Bon-Ton, JC Penney, Macy’s and Sears
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Valley View Mall,
La Crosse, WI
|
100
|
%
|
|
629,344
|
|
|
374,748
|
|
|
1980/2001
|
|
98.9
|
%
|
|
Barnes & Noble, Herberger’s, JC Penney, Macy’s and Sears
|
Viewmont Mall,
Scranton, PA
|
100
|
%
|
|
767,760
|
|
|
627,959
|
|
|
1968/2006
|
|
97.6
|
%
|
|
JC Penney, Macy’s and Sears
|
Voorhees Town Center,
Voorhees, NJ
|
100
|
%
|
|
732,035
|
|
|
311,197
|
|
|
1970/2007
|
|
76.1
|
%
|
|
Boscov’s, Macy’s, The Star Group and Voorhees Town Hall
|
Washington Crown Center,
Washington, PA
|
100
|
%
|
|
673,283
|
|
|
533,188
|
|
|
1969/1999
|
|
95.7
|
%
|
|
Bon-Ton, Gander Mountain Sports, Macy’s and Sears
|
(1)
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The location stated is the major city or town nearest to the property and is not necessarily the local jurisdiction in which the property is located.
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(2)
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Total square feet includes space owned by us and space owned by tenants or other lessors.
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(3)
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Owned square feet includes only space owned by us and excludes space owned by tenants or other lessors.
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(4)
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Occupancy is calculated based on space owned by us, excludes space owned by tenants or other lessors and includes space occupied by both anchor and non anchor tenants, irrespective of the term of their agreements.
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(5)
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Includes anchors/major tenants that own their space or lease from lessors other than us and do not pay rent to us.
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(6)
|
A portion of the underlying land at this property is subject to a ground lease.
|
(7)
|
Includes a landlord owned store located at Cumberland Mall that the tenant has announced that it intends to close in April 2015.
|
(8)
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Tenant currently holds a long-term ground lease with an option to purchase the related store and parking area at a nominal purchase price. These locations are deemed owned by their anchor occupants as they only pay a nominal rent.
|
Property/Location
(1)
|
Ownership
Interest
|
|
Total
Square Feet
(2)
|
|
Owned
Square Feet
(3)
|
|
Year Built /
Last
Renovated
|
|
Occupancy%
(4)
|
|
Anchors/Major Tenants
(5)
|
||||
MALLS
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|
|
|
|
|
|
|
|
|
|
|
||||
The Gallery at Market East,
Philadelphia, PA
(6)(7)
|
50
|
%
|
|
1,473,688
|
|
|
1,473,688
|
|
|
1977/1990
|
|
74.4
|
%
|
|
Burlington Coat Factory, Century 21, Commonwealth of Pennsylvania, Health Partners, and Interstate General Media
|
Lehigh Valley Mall,
Allentown, PA
|
50
|
%
|
|
1,169,409
|
|
|
962,117
|
|
|
1960/2008
|
|
97.2
|
%
|
|
Barnes & Noble, Boscov’s, JC Penney and Macy’s
|
Springfield Mall,
Springfield, PA
|
50
|
%
|
|
611,671
|
|
|
223,772
|
|
|
1974/1997
|
|
95.2
|
%
|
|
Macy’s and Target
|
POWER CENTERS
|
|
|
|
|
|
|
|
|
|
|
|
||||
Metroplex Shopping Center,
Plymouth Meeting, PA
|
50
|
%
|
|
778,190
|
|
|
477,461
|
|
|
2001
|
|
100.0
|
%
|
|
Giant Food Store, Lowe’s and Target
|
The Court at Oxford Valley,
Langhorne, PA
|
50
|
%
|
|
704,526
|
|
|
456,903
|
|
|
1996
|
|
99.9
|
%
|
|
Best Buy, BJ’s Wholesale Club, Dick’s Sporting Goods and Home Depot
|
Red Rose Commons,
Lancaster, PA
|
50
|
%
|
|
462,881
|
|
|
263,291
|
|
|
1998
|
|
100.0
|
%
|
|
Home Depot and Weis Markets
|
STRIP CENTER
|
|
|
|
|
|
|
|
|
|
|
|
||||
Springfield Park,
Springfield, PA
|
50
|
%
|
|
287,237
|
|
|
141,568
|
|
|
1997/1998
|
|
100.0
|
%
|
|
Bed, Bath & Beyond, LA Fitness and Target
|
Total unconsolidated retail properties
|
|
5,487,602
|
|
|
3,998,800
|
|
|
|
|
89.6
|
%
|
|
|
(1)
|
The location stated is the major city or town nearest to the property and is not necessarily the local jurisdiction in which the property is located.
|
(2)
|
Total square feet includes space owned by the unconsolidated partnership and space owned by tenants or other lessors.
|
(3)
|
Owned square feet includes only space owned by the unconsolidated partnership and excludes space owned by tenants or other lessors.
|
(4)
|
Occupancy is calculated based on space owned by the unconsolidated partnership that is occupied, includes space occupied by both anchor and non anchor tenants and includes all tenants irrespective of the term of their agreements.
|
(5)
|
Includes anchors that own their space or lease from lessors other than us and do not pay rent to us.
|
(6)
|
A portion of the underlying land at this property is subject to a ground lease.
|
(7)
|
The owned square feet for The Gallery includes the former Strawbridge’s department store building that is currently partially vacant. The vacant portion of the department store represents
15.9%
of the owned square feet for The Gallery.
|
(1)
|
Prior periods reflect the exclusion of tenants that have vacated their space and are not paying rent.
|
Tenant Name
(1)
|
Number
of Stores
(2)
|
|
GLA
(2)
|
|
Percent of
Total GLA
(3)
|
|||
Bed Bath & Beyond Inc.
|
3
|
|
|
112,190
|
|
|
0.4
|
%
|
Belk, Inc.
|
6
|
|
|
540,718
|
|
|
1.9
|
%
|
Best Buy Co., Inc.
|
|
|
|
|
|
|||
Best Buy
|
5
|
|
|
177,857
|
|
|
|
|
Best Buy Mobile
|
17
|
|
|
27,020
|
|
|
|
|
Total Best Buy Co., Inc.
|
22
|
|
|
204,877
|
|
|
0.7
|
%
|
BJ’s Wholesale Club, Inc.
|
2
|
|
|
234,761
|
|
|
0.8
|
%
|
The Bon-Ton Stores, Inc.
|
|
|
|
|
|
|||
Bon-Ton
|
6
|
|
|
618,630
|
|
|
|
|
Herberger’s
|
1
|
|
|
41,344
|
|
|
|
|
Total Bon-Ton Stores, Inc.
|
7
|
|
|
659,974
|
|
|
2.3
|
%
|
Boscov’s Department Store
|
8
|
|
|
1,453,574
|
|
|
5.1
|
%
|
Burlington Coat Factory
|
5
|
|
|
467,916
|
|
|
1.6
|
%
|
Carmike Cinemas, Inc.
|
|
|
|
|
|
|||
Carmike Cinemas
|
3
|
|
|
104,321
|
|
|
|
|
Valley Square Theater
|
1
|
|
|
20,780
|
|
|
|
|
Total Carmike Cinemas, Inc.
|
4
|
|
|
125,101
|
|
|
0.4
|
%
|
Dick’s Sporting Goods, Inc.
|
10
|
|
|
461,825
|
|
|
1.6
|
%
|
Dillard’s, Inc.
|
2
|
|
|
307,204
|
|
|
1.1
|
%
|
Gander Mountain Co.
|
1
|
|
|
83,835
|
|
|
0.3
|
%
|
Giant Food Stores, LLC
|
1
|
|
|
67,185
|
|
|
0.2
|
%
|
Hollywood Theaters, Inc.
|
1
|
|
|
54,073
|
|
|
0.2
|
%
|
The Home Depot, Inc.
|
3
|
|
|
397,322
|
|
|
1.4
|
%
|
Tenant Name
(1)
|
Number
of Stores
(2)
|
|
GLA
(2)
|
|
Percent of
Total GLA
(3)
|
|||
J.C. Penney Company, Inc.
(4)(5)
|
25
|
|
|
2,952,830
|
|
|
10.3
|
%
|
Lord & Taylor
|
1
|
|
|
121,200
|
|
|
0.4
|
%
|
Lowes, Inc.
|
1
|
|
|
163,215
|
|
|
0.6
|
%
|
Macy’s, Inc.
|
|
|
|
|
|
|||
Macy’s
|
22
|
|
|
3,774,640
|
|
|
|
|
Bloomingdale’s
|
1
|
|
|
237,537
|
|
|
|
|
Total Macy’s, Inc.
|
23
|
|
|
4,012,177
|
|
|
14.0
|
%
|
Nordstrom, Inc.
|
|
|
|
|
|
|||
Nordstrom
|
1
|
|
|
138,000
|
|
|
|
|
Nordstrom Rack
|
1
|
|
|
40,332
|
|
|
|
|
Total Nordstrom, Inc.
|
2
|
|
|
178,332
|
|
|
0.6
|
%
|
Premier Cinema Corporation
|
1
|
|
|
51,412
|
|
|
0.2
|
%
|
Regal Cinemas
|
4
|
|
|
208,173
|
|
|
0.7
|
%
|
Sears Holdings Corporation
|
|
|
|
|
|
|||
Sears
|
20
|
|
|
2,787,353
|
|
|
|
|
K-Mart
|
1
|
|
|
96,268
|
|
|
|
|
Total Sears Holdings Corporation
|
21
|
|
|
2,883,621
|
|
|
10.1
|
%
|
Target Corporation
|
4
|
|
|
620,880
|
|
|
2.2
|
%
|
Teletech Customer Care Management
|
1
|
|
|
64,964
|
|
|
0.2
|
%
|
Weis Markets, Inc.
|
1
|
|
|
65,032
|
|
|
0.2
|
%
|
Whole Foods, Inc.
|
1
|
|
|
65,155
|
|
|
0.2
|
%
|
|
160
|
|
|
16,557,546
|
|
|
57.8
|
%
|
(1)
|
To qualify as a large format retailer or an anchor for inclusion in this table, a tenant must occupy at least 50,000 square feet or be part of a chain that has stores in our portfolio occupying at least 50,000 square feet. This table lists all stores from such chains, regardless of the size of the individual stores.
|
(2)
|
Number of stores and gross leasable area (“GLA”) include anchors that own their own space or lease from lessors other than us and do not pay rent to us.
|
(3)
|
Percent of Total GLA is calculated based on the total GLA of all properties.
|
(4)
|
Includes a landlord owned store located at Cumberland Mall that the tenant has announced that it intends to close in April 2015.
|
(5)
|
Includes a landlord owned store at Exton Square Mall which the tenant closed in May 2014. The tenant is obligated to pay rent through the end of the lease in May 2020.
|
Primary Tenant
(1)
|
Total
Stores
|
|
Annual
Gross Rent
(2)
|
|
Percent of
PREIT’s
Annual
Gross Rent
|
||||
L Brands, Inc.
|
65
|
|
|
$
|
13,370
|
|
|
3.5
|
%
|
Signet Jewelers Limited
|
96
|
|
|
11,871
|
|
|
3.1
|
%
|
|
Gap, Inc.
|
36
|
|
|
11,228
|
|
|
2.9
|
%
|
|
Foot Locker, Inc.
|
56
|
|
|
11,147
|
|
|
2.9
|
%
|
|
J.C. Penney Company, Inc.
(3) (4)
|
25
|
|
|
9,916
|
|
|
2.6
|
%
|
|
American Eagle Outfitters, Inc.
|
33
|
|
|
9,285
|
|
|
2.4
|
%
|
|
Sears Holding Corporation
|
21
|
|
|
6,021
|
|
|
1.6
|
%
|
|
Dick's Sporting Goods, Inc.
|
10
|
|
|
5,517
|
|
|
1.4
|
%
|
|
Luxottica Group S.p.A.
|
43
|
|
|
5,477
|
|
|
1.4
|
%
|
|
Genesco, Inc.
|
57
|
|
|
5,371
|
|
|
1.4
|
%
|
|
Ascena Retail Group, Inc.
|
39
|
|
|
5,322
|
|
|
1.4
|
%
|
|
Macy's, Inc.
|
23
|
|
|
5,305
|
|
|
1.4
|
%
|
|
Abercrombie & Fitch Co.
|
18
|
|
|
5,230
|
|
|
1.4
|
%
|
|
Boscov's Department Store
|
8
|
|
|
4,719
|
|
|
1.2
|
%
|
|
Aeropostale, Inc.
|
32
|
|
|
4,509
|
|
|
1.2
|
%
|
|
The Children's Place Retail Stores, Inc.
|
27
|
|
|
4,456
|
|
|
1.2
|
%
|
|
Regal Entertainment Group
|
4
|
|
|
4,422
|
|
|
1.1
|
%
|
|
The Finish Line, Inc.
|
22
|
|
|
4,150
|
|
|
1.1
|
%
|
|
Shoe Show, Inc.
|
23
|
|
|
4,064
|
|
|
1.1
|
%
|
|
Advent CR Holdings, Inc.
|
16
|
|
|
3,950
|
|
|
1.0
|
%
|
|
Total
|
654
|
|
|
$
|
135,330
|
|
|
35.1
|
%
|
(1)
|
Tenant includes all brands and concepts of the tenant.
|
(2)
|
In thousands of dollars. Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based on gross monthly rent as of
December 31, 2014
.
|
(3)
|
Includes a landlord owned store located at Exton Square Mall which the tenant closed in May 2014. The tenant is obligated to pay rent through the end of the lease in May 2020.
|
(4)
|
Includes a landlord owned store located at Cumberland Mall which the tenant announced it will close in April 2015.
|
|
All Tenants
|
|
Tenants in Bankruptcy
(1)
|
|||||||||||||||||||||||||||
For the Year Ended December 31,
|
Number
of
Leases
Expiring
|
|
GLA of
Expiring
Leases
|
|
PREIT’s
Share of
Gross
Rent in
Expiring Year
(2)
|
|
Average
Expiring
Gross
Rent psf
|
|
Percent of
PREIT’s
Total
Gross
Rent
|
|
GLA of
Expiring
Leases
|
|
PREIT’s
Share of
Gross
Rent in
Expiring
Year
(2)
|
|
Average
Expiring
Gross
Rent psf
|
|
Percent of
PREIT’s
Share of
Gross
Rent in
Expiring
Year
|
|||||||||||||
2014 and Prior
(3)
|
211
|
|
|
524,416
|
|
|
$
|
15,797
|
|
|
$
|
30.12
|
|
|
4.6
|
%
|
|
3,606
|
|
|
$
|
126
|
|
|
$
|
34.94
|
|
|
4.3
|
%
|
2015
|
400
|
|
|
1,347,128
|
|
|
43,062
|
|
|
31.97
|
|
|
12.7
|
%
|
|
28,994
|
|
|
647
|
|
|
22.31
|
|
|
22.2
|
%
|
||||
2016
|
438
|
|
|
1,629,483
|
|
|
52,502
|
|
|
32.22
|
|
|
15.4
|
%
|
|
51,992
|
|
|
1,491
|
|
|
28.68
|
|
|
51.3
|
%
|
||||
2017
|
380
|
|
|
1,211,148
|
|
|
42,061
|
|
|
34.73
|
|
|
12.4
|
%
|
|
13,343
|
|
|
524
|
|
|
39.27
|
|
|
18.0
|
%
|
||||
2018
|
260
|
|
|
1,181,478
|
|
|
36,879
|
|
|
31.21
|
|
|
10.9
|
%
|
|
2,449
|
|
|
55
|
|
|
22.46
|
|
|
1.9
|
%
|
||||
2019
|
221
|
|
|
992,659
|
|
|
30,826
|
|
|
31.05
|
|
|
9.1
|
%
|
|
837
|
|
|
43
|
|
|
51.37
|
|
|
1.5
|
%
|
||||
2020
|
123
|
|
|
866,470
|
|
|
20,649
|
|
|
23.83
|
|
|
6.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2021
|
111
|
|
|
472,433
|
|
|
15,521
|
|
|
32.85
|
|
|
4.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2022
|
118
|
|
|
549,580
|
|
|
18,458
|
|
|
33.59
|
|
|
5.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2023
|
146
|
|
|
818,224
|
|
|
25,397
|
|
|
31.04
|
|
|
7.5
|
%
|
|
1,713
|
|
|
23
|
|
|
13.43
|
|
|
0.8
|
%
|
||||
2024
|
126
|
|
|
589,492
|
|
|
21,954
|
|
|
37.24
|
|
|
6.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Thereafter
|
68
|
|
|
704,690
|
|
|
16,375
|
|
|
23.24
|
|
|
4.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total/Average
|
2,602
|
|
|
10,887,201
|
|
|
$
|
339,481
|
|
|
$
|
31.18
|
|
|
100.0
|
%
|
|
102,934
|
|
|
$
|
2,909
|
|
|
$
|
31.86
|
|
|
100.0
|
%
|
(1)
|
As described above under “Item 1A. Risk Factors,” if a tenant files for bankruptcy, the tenant might have the right to reject and terminate its leases, and we cannot be sure that it will affirm its leases and continue to make rental payments in a timely manner. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages in connection with such balances.
|
(2)
|
In thousands of dollars. Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based only on gross monthly rent as of
December 31, 2014
.
|
(3)
|
Includes all tenant leases that had expired and were on a month to month basis as of
December 31, 2014
.
|
For the Year Ending December 31,
|
Number
of Leases
Expiring
|
|
GLA of
Expiring
Leases
|
|
PREIT’s
Share of
Gross
Rent in
Expiring Year
(1)(2)
|
|
Average
Expiring
Gross
Rent psf
|
|
Percent
of
PREIT’s
Total
|
|||||||
2015
(3)
|
7
|
|
|
750,037
|
|
|
$
|
3,387
|
|
|
$
|
4.52
|
|
|
7.4
|
%
|
2016
|
17
|
|
|
1,732,683
|
|
|
6,728
|
|
|
3.88
|
|
|
14.7
|
%
|
||
2017
|
9
|
|
|
1,319,105
|
|
|
4,235
|
|
|
3.21
|
|
|
9.3
|
%
|
||
2018
|
11
|
|
|
1,163,222
|
|
|
5,105
|
|
|
4.39
|
|
|
11.2
|
%
|
||
2019
|
18
|
|
|
1,857,420
|
|
|
6,702
|
|
|
3.61
|
|
|
14.7
|
%
|
||
2020
(4)
|
7
|
|
|
801,161
|
|
|
3,650
|
|
|
4.56
|
|
|
8.0
|
%
|
||
2021
|
2
|
|
|
126,805
|
|
|
1,182
|
|
|
9.32
|
|
|
2.6
|
%
|
||
2022
|
4
|
|
|
521,173
|
|
|
2,646
|
|
|
5.08
|
|
|
5.8
|
%
|
||
2023
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
—
|
%
|
||
2024
|
2
|
|
|
123,225
|
|
|
1,158
|
|
|
9.40
|
|
|
2.5
|
%
|
||
Thereafter
|
9
|
|
|
1,119,664
|
|
|
10,865
|
|
|
9.70
|
|
|
23.8
|
%
|
||
Total/Average
|
86
|
|
|
9,514,495
|
|
|
$
|
45,658
|
|
|
$
|
4.80
|
|
|
100.0
|
%
|
(1)
|
In thousands of dollars. Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based only on gross monthly rent as of
December 31, 2014
.
|
(2)
|
None of the amounts shown in this column are associated with tenants that have filed for bankruptcy protection.
|
(3)
|
Includes a landlord owned store located at Cumberland Mall that the tenant has announced that it intends to close in 2015.
|
(4)
|
Includes a landlord owned store located at Exton Square Mall which the tenant closed in May 2014. The tenant is obligated to pay rent through the end of the lease in May 2020.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
High
|
|
Low
|
|
Dividend
Paid
|
||||||
Quarter ended March 31, 2014
|
$
|
20.05
|
|
|
$
|
17.14
|
|
|
$
|
0.20
|
|
Quarter ended June 30, 2014
|
$
|
18.83
|
|
|
$
|
16.35
|
|
|
0.20
|
|
|
Quarter ended September 30, 2014
|
$
|
21.14
|
|
|
$
|
18.65
|
|
|
0.20
|
|
|
Quarter ended December 31, 2014
|
$
|
24.35
|
|
|
$
|
18.90
|
|
|
0.20
|
|
|
|
|
|
|
|
$
|
0.80
|
|
|
High
|
|
Low
|
|
Dividend
Paid
|
||||||
Quarter ended March 31, 2013
|
$
|
19.86
|
|
|
$
|
17.77
|
|
|
$
|
0.18
|
|
Quarter ended June 30, 2013
|
$
|
22.54
|
|
|
$
|
14.20
|
|
|
0.18
|
|
|
Quarter ended September 30, 2013
|
$
|
22.19
|
|
|
$
|
17.71
|
|
|
0.18
|
|
|
Quarter ended December 31, 2013
|
$
|
19.58
|
|
|
$
|
16.61
|
|
|
0.20
|
|
|
|
|
|
|
|
$
|
0.74
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
432,703
|
|
|
$
|
438,678
|
|
|
$
|
419,347
|
|
|
$
|
419,138
|
|
|
$
|
418,163
|
|
Impairment of assets
|
$
|
(19,695
|
)
|
|
$
|
(6,304
|
)
|
|
$
|
—
|
|
|
$
|
(24,359
|
)
|
|
$
|
—
|
|
Gains on sales of real estate – continuing operations
|
$
|
12,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,590
|
|
|
$
|
—
|
|
Loss from continuing operations
|
$
|
(14,262
|
)
|
|
$
|
(20,449
|
)
|
|
$
|
(44,319
|
)
|
|
$
|
(67,876
|
)
|
|
$
|
(75,529
|
)
|
Gains on sales of discontinued operations
|
$
|
—
|
|
|
$
|
78,512
|
|
|
$
|
947
|
|
|
$
|
—
|
|
|
$
|
19,094
|
|
Net (loss) income
|
$
|
(14,262
|
)
|
|
$
|
37,213
|
|
|
$
|
(42,550
|
)
|
|
$
|
(93,935
|
)
|
|
$
|
(54,363
|
)
|
Dividends on preferred shares
|
$
|
(15,848
|
)
|
|
$
|
(15,848
|
)
|
|
$
|
(7,984
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (loss) income attributable to PREIT common shareholders
|
$
|
(29,678
|
)
|
|
$
|
20,011
|
|
|
$
|
(48,821
|
)
|
|
$
|
(90,161
|
)
|
|
$
|
(51,927
|
)
|
Loss from continuing operations per share – basic and diluted
|
$
|
(0.44
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(1.20
|
)
|
|
$
|
(1.44
|
)
|
Net (loss) income per share – basic and diluted
|
$
|
(0.44
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.89
|
)
|
|
$
|
(1.66
|
)
|
|
$
|
(1.04
|
)
|
Impairment of assets of discontinued operations
|
$
|
—
|
|
|
$
|
(23,662
|
)
|
|
$
|
(3,805
|
)
|
|
$
|
(27,977
|
)
|
|
$
|
—
|
|
Weighted Average Common Shares Outstanding-basic and diluted
|
68,217
|
|
|
63,662
|
|
|
55,122
|
|
|
54,639
|
|
|
50,642
|
|
|
As of December 31,
|
||||||||||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate, at cost
|
$
|
3,285,404
|
|
|
$
|
3,527,868
|
|
|
$
|
3,477,540
|
|
|
$
|
3,576,997
|
|
|
$
|
3,587,468
|
|
Intangible assets, net
|
$
|
6,452
|
|
|
$
|
9,075
|
|
|
$
|
8,673
|
|
|
$
|
9,921
|
|
|
$
|
15,787
|
|
Total assets
|
$
|
2,539,703
|
|
|
$
|
2,718,581
|
|
|
$
|
2,877,624
|
|
|
$
|
2,910,254
|
|
|
$
|
3,080,117
|
|
Total debt, including debt premium and discount
|
$
|
1,537,947
|
|
|
$
|
1,632,650
|
|
|
$
|
1,900,052
|
|
|
$
|
2,162,432
|
|
|
$
|
2,225,539
|
|
Noncontrolling interest
|
$
|
29,279
|
|
|
$
|
34,194
|
|
|
$
|
38,588
|
|
|
$
|
43,711
|
|
|
$
|
50,257
|
|
Total equity – PREIT
|
$
|
844,737
|
|
|
$
|
926,452
|
|
|
$
|
713,229
|
|
|
$
|
544,327
|
|
|
$
|
654,273
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Cash flow data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
145,075
|
|
|
$
|
136,219
|
|
|
$
|
120,324
|
|
|
$
|
105,262
|
|
|
$
|
116,791
|
|
Cash provided by (used in) investing activities
|
$
|
31,650
|
|
|
$
|
30,741
|
|
|
$
|
(88,178
|
)
|
|
$
|
(21,772
|
)
|
|
$
|
81,029
|
|
Cash used in financing activities
|
$
|
(170,522
|
)
|
|
$
|
(166,720
|
)
|
|
$
|
(19,954
|
)
|
|
$
|
(104,019
|
)
|
|
$
|
(229,736
|
)
|
Cash distributions per share – common
|
$
|
0.80
|
|
|
$
|
0.74
|
|
|
$
|
0.63
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
Except for three properties that we co-manage with our partner, all of the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly.
|
•
|
The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business.
|
•
|
All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners.
|
•
|
Voting rights and the sharing of profits and losses are generally in proportion to the ownership percentages of each partner.
|
•
|
gains on sales of discontinued operations of $78.5 million in 2013 resulting from our sales of Christiana Center, Paxton Towne Centre, Commons at Magnolia and Orlando Fashion Square;
|
•
|
a decrease in Non Same Store NOI (presented using the “proportionate consolidation method;” See “—Net Operating Income”) of
$13.4 million
primarily due to properties or interests in properties sold in 2014; partially offset by
|
•
|
gains on sales of interests in real estate of $12.4 million in 2014 resulting from the sale of our interest in Whitehall Mall in Allentown, Pennsylvania (“Whitehall Mall”);
|
•
|
impairment of assets of $19.7 million in 2014 compared to impairment of assets of $30.0 million in 2013;
|
•
|
a decrease of $16.6 million in interest expense (including the effects of loss on hedge ineffectiveness) primarily due to lower overall debt balances and lower average interest rates; and
|
•
|
an increase of
$7.8 million
in Same Store NOI.
|
•
|
gains on sales of discontinued operations of
$78.5 million
in 2013 resulting from our sales of Christiana Center, Paxton Towne Centre, Commons at Magnolia and Orlando Fashion Square;
|
•
|
a decrease in interest expense of $26.8 million (including the effects of loss on hedge ineffectiveness of $3.4 million and accelerated amortization of deferred financing costs of $1.1 million related to the repayment of the 2010 Term Loan and two other mortgage loans) primarily due to lower overall debt balances and lower average interest rates;
|
•
|
a decrease of
$7.1 million
in provision for employee separation expense;
|
•
|
an increase of
$6.4 million
in Same Store NOI (presented using the “proportionate consolidation method;” See “—Net Operating Income”); and
|
•
|
an increase of
$3.3 million
in net operating income from 907 Market Street, which was acquired in April 2013; partially offset by
|
•
|
impairment of assets in 2013 of
$23.7 million
related to Chambersburg Mall and
$6.3 million
related to North Hanover Mall; and
|
•
|
an increase of
$13.0 million
in depreciation and amortization expense.
|
|
Occupancy
(1)
as of December 31,
|
|||||||||||||||||||||||||
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
|
Combined
(2)
|
|||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Retail portfolio weighted average:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total excluding anchors
|
94.5
|
%
|
|
94.1
|
%
|
|
92.1
|
%
|
|
92.4
|
%
|
|
93.1
|
%
|
|
92.6
|
%
|
|
94.0
|
%
|
|
93.8
|
%
|
|
92.2
|
%
|
Total including anchors
|
96.7
|
%
|
|
96.4
|
%
|
|
95.8
|
%
|
|
89.6
|
%
|
|
90.7
|
%
|
|
89.7
|
%
|
|
95.4
|
%
|
|
95.3
|
%
|
|
94.6
|
%
|
Malls weighted average:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total excluding anchors
|
94.4
|
%
|
|
94.1
|
%
|
|
92.1
|
%
|
|
85.7
|
%
|
|
91.4
|
%
|
|
91.4
|
%
|
|
93.4
|
%
|
|
93.7
|
%
|
|
92.0
|
%
|
Total including anchors
|
96.7
|
%
|
|
96.4
|
%
|
|
95.8
|
%
|
|
84.4
|
%
|
|
88.4
|
%
|
|
87.1
|
%
|
|
95.1
|
%
|
|
95.2
|
%
|
|
94.6
|
%
|
Power and Strip Center weighted average:
|
99.9
|
%
|
|
N/A
|
|
|
N/A
|
|
|
100.0
|
%
|
|
96.1
|
%
|
|
95.1
|
%
|
|
99.9
|
%
|
|
96.1
|
%
|
|
95.1
|
%
|
(1)
|
Occupancy for all periods presented includes all tenants irrespective of the term of their agreement.
|
(2)
|
Combined occupancy is calculated by using occupied gross leasable area (“GLA”) for consolidated and unconsolidated properties and dividing by total GLA for consolidated and unconsolidated properties.
|
|
|
|
Gross Leasable Area (“GLA”)
|
|
Average Gross Rent psf
|
|
Increase (decrease) in Gross Rent psf
|
|
Annualized
Tenant
Improvements
|
|||||||||||||||
|
Number
|
|
|
Previous
|
|
New
(1)
|
|
Dollar
|
|
%
|
|
psf
(2)
|
||||||||||||
New Leases-Non anchor tenants less than 10,000 square feet:
(3)
|
|
|||||||||||||||||||||||
1st Quarter
|
39
|
|
|
81,690
|
|
|
N/A
|
|
|
$
|
48.07
|
|
|
$
|
48.07
|
|
|
N/A
|
|
|
$
|
5.20
|
|
|
2nd Quarter
|
52
|
|
|
152,596
|
|
|
N/A
|
|
|
41.71
|
|
|
41.71
|
|
|
N/A
|
|
|
7.25
|
|
||||
3rd Quarter
|
44
|
|
|
114,791
|
|
|
N/A
|
|
|
43.00
|
|
|
43.00
|
|
|
N/A
|
|
|
7.15
|
|
||||
4th Quarter
|
23
|
|
|
43,782
|
|
|
N/A
|
|
|
51.00
|
|
|
51.00
|
|
|
N/A
|
|
|
5.06
|
|
||||
Total/Average
|
158
|
|
|
392,859
|
|
|
N/A
|
|
|
$
|
44.44
|
|
|
$
|
44.44
|
|
|
N/A
|
|
|
$
|
6.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New Leases - Non anchor tenants 10,000 square feet or greater:
(3)
|
||||||||||||||||||||||||
1st Quarter
|
2
|
|
|
25,971
|
|
|
N/A
|
|
|
$
|
12.50
|
|
|
$
|
12.50
|
|
|
N/A
|
|
|
$
|
5.61
|
|
|
2nd Quarter
|
11
|
|
|
179,206
|
|
|
N/A
|
|
|
25.31
|
|
|
25.31
|
|
|
N/A
|
|
|
5.90
|
|
||||
3rd Quarter
|
4
|
|
|
93,568
|
|
|
N/A
|
|
|
22.19
|
|
|
22.19
|
|
|
N/A
|
|
|
2.98
|
|
||||
4th Quarter
|
2
|
|
|
33,622
|
|
|
N/A
|
|
|
19.41
|
|
|
19.41
|
|
|
N/A
|
|
|
8.83
|
|
||||
Total/Average
|
19
|
|
|
332,367
|
|
|
N/A
|
|
|
$
|
15.82
|
|
|
$
|
15.82
|
|
|
N/A
|
|
|
$
|
5.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Renewal - Non anchor tenants less than 10,000 square feet:
(4)
|
|
|
|
|
|
|
||||||||||||||||||
1st Quarter
|
48
|
|
|
145,510
|
|
|
$
|
36.02
|
|
|
$
|
38.68
|
|
|
$
|
2.66
|
|
|
7.4
|
%
|
|
$
|
—
|
|
2nd Quarter
|
105
|
|
|
286,783
|
|
|
33.75
|
|
|
35.27
|
|
|
1.52
|
|
|
4.5
|
%
|
|
—
|
|
||||
3rd Quarter
|
79
|
|
|
188,814
|
|
|
39.00
|
|
|
40.29
|
|
|
1.29
|
|
|
3.3
|
%
|
|
0.16
|
|
||||
4th Quarter
|
110
|
|
|
328,863
|
|
|
39.75
|
|
|
40.61
|
|
|
0.86
|
|
|
2.2
|
%
|
|
1.91
|
|
||||
Total/Average
|
342
|
|
|
949,970
|
|
|
$
|
37.22
|
|
|
$
|
38.64
|
|
|
$
|
1.42
|
|
|
3.8
|
%
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Renewal - Non anchor tenants 10,000 square feet or greater:
(4)
|
|
|
|
|
|
|
||||||||||||||||||
1st Quarter
|
6
|
|
|
107,781
|
|
|
$
|
16.22
|
|
|
$
|
17.04
|
|
|
$
|
0.82
|
|
|
5.1
|
%
|
|
$
|
—
|
|
2nd Quarter
|
4
|
|
|
124,249
|
|
|
17.51
|
|
|
18.90
|
|
|
1.39
|
|
|
7.9
|
%
|
|
—
|
|
||||
3rd Quarter
|
3
|
|
|
63,256
|
|
|
17.18
|
|
|
15.64
|
|
|
(1.54
|
)
|
|
(9.0
|
)%
|
|
—
|
|
||||
4th Quarter
|
4
|
|
|
122,940
|
|
|
12.58
|
|
|
13.64
|
|
|
1.06
|
|
|
8.4
|
%
|
|
—
|
|
||||
Total/Average
|
17
|
|
|
418,226
|
|
|
$
|
15.68
|
|
|
$
|
16.38
|
|
|
$
|
0.70
|
|
|
4.5
|
%
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New Leases - Anchor Tenants:
(3)
|
||||||||||||||||||||||||
1st Quarter
|
1
|
|
|
52,055
|
|
|
N/A
|
|
|
$
|
7.50
|
|
|
$
|
7.50
|
|
|
N/A
|
|
|
$
|
4.00
|
|
|
2nd Quarter
|
1
|
|
|
98,391
|
|
|
N/A
|
|
|
15.34
|
|
|
15.34
|
|
|
N/A
|
|
|
8.33
|
|
||||
3rd Quarter
|
1
|
|
|
71,888
|
|
|
N/A
|
|
|
22.50
|
|
|
22.50
|
|
|
N/A
|
|
|
3.67
|
|
||||
4th Quarter
|
0
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
||||
Total/Average
|
3
|
|
|
222,334
|
|
|
N/A
|
|
|
$
|
15.82
|
|
|
$
|
15.82
|
|
|
N/A
|
|
|
$
|
5.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Renewal Leases - Anchor Tenants:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st Quarter
|
1
|
|
|
101,476
|
|
|
$
|
2.79
|
|
|
$
|
2.80
|
|
|
$
|
0.01
|
|
|
0.4
|
%
|
|
$
|
—
|
|
2nd Quarter
|
1
|
|
|
77,688
|
|
|
2.85
|
|
|
2.92
|
|
|
0.07
|
|
|
2.5
|
%
|
|
—
|
|
||||
3rd Quarter
|
1
|
|
|
96,357
|
|
|
4.62
|
|
|
4.62
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||||
4th Quarter
|
2
|
|
|
254,577
|
|
|
7.52
|
|
|
7.52
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||||
Total/Average
|
5
|
|
|
530,098
|
|
|
$
|
5.40
|
|
|
$
|
5.42
|
|
|
$
|
0.02
|
|
|
0.4
|
%
|
|
$
|
—
|
|
(1)
|
New rent is the initial amount payable upon rent commencement. In certain cases, a lower rent may be payable until certain conditions in the lease are satisfied.
|
(2)
|
These leasing costs are presented as annualized costs per square foot and are spread uniformly over the initial lease term.
|
(3)
|
This category includes newly constructed and recommissioned space.
|
(4)
|
This category includes leases for reconfigured spaces and lease extensions.
|
(in thousands of dollars)
|
For the Year Ended December 31, 2014
|
|
% Change 2013 to 2014
|
|
For the Year Ended December 31, 2013
|
|
% Change 2012 to 2013
|
|
For the Year Ended December 31, 2012
|
||||||||
Results of operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate revenue
|
$
|
426,596
|
|
|
(1
|
)%
|
|
$
|
431,728
|
|
|
4
|
%
|
|
$
|
413,813
|
|
Other income
|
6,107
|
|
|
(12
|
)%
|
|
6,950
|
|
|
26
|
%
|
|
5,534
|
|
|||
Property operating expenses
|
(180,427
|
)
|
|
(1
|
)%
|
|
(182,279
|
)
|
|
5
|
%
|
|
(173,130
|
)
|
|||
General and administrative expenses
|
(35,518
|
)
|
|
(4
|
)%
|
|
(36,975
|
)
|
|
(1
|
)%
|
|
(37,538
|
)
|
|||
Provision for employee separation expense
|
(4,961
|
)
|
|
114
|
%
|
|
(2,314
|
)
|
|
(75
|
)%
|
|
(9,437
|
)
|
|||
Acquisition costs and other expenses
|
(4,937
|
)
|
|
247
|
%
|
|
(1,422
|
)
|
|
(27
|
)%
|
|
(1,936
|
)
|
|||
Interest expense, net
|
(82,165
|
)
|
|
(17
|
)%
|
|
(98,731
|
)
|
|
(19
|
)%
|
|
(122,118
|
)
|
|||
Depreciation and amortization
|
(144,304
|
)
|
|
2
|
%
|
|
(140,880
|
)
|
|
10
|
%
|
|
(127,845
|
)
|
|||
Impairment of assets
|
(19,695
|
)
|
|
212
|
%
|
|
(6,304
|
)
|
|
N/A
|
|
|
—
|
|
|||
Equity in income of partnerships
|
10,569
|
|
|
8
|
%
|
|
9,778
|
|
|
17
|
%
|
|
8,338
|
|
|||
Gain on sales of interests in real estate, net
|
12,699
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|||
Gain on sales of non operating real estate
|
1,774
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|||
Loss from continuing operations
|
(14,262
|
)
|
|
(30
|
)%
|
|
(20,449
|
)
|
|
(54
|
)%
|
|
(44,319
|
)
|
|||
Operating results from discontinued operations
|
—
|
|
|
(100
|
)%
|
|
2,812
|
|
|
(39
|
)%
|
|
4,627
|
|
|||
Impairment of assets of discontinued operations
|
—
|
|
|
(100
|
)%
|
|
(23,662
|
)
|
|
NM
|
|
|
(3,805
|
)
|
|||
Gains on sales of discontinued operations
|
—
|
|
|
(100
|
)%
|
|
78,512
|
|
|
NM
|
|
|
947
|
|
|||
Income from discontinued operations
|
—
|
|
|
(100
|
)%
|
|
57,662
|
|
|
NM
|
|
|
1,769
|
|
|||
Net (loss) income
|
$
|
(14,262
|
)
|
|
(138
|
)%
|
|
$
|
37,213
|
|
|
187
|
%
|
|
$
|
(42,550
|
)
|
•
|
a decrease of $10.4 million in real estate revenue related to the July 2014 sale of a 50% partnership interest in The Gallery;
|
•
|
a decrease of $6.4 million in real estate revenue related to properties sold in 2013 and 2014; and
|
•
|
a decrease of $0.5 million in same store percentage rent, primarily due to lower sales from some tenants that paid percentage rent in 2013; partially offset by
|
•
|
an increase of $6.9 million in same store base rent due to new store openings and lease renewals with higher base rent, with notable increases at Moorestown Mall, Cherry Hill Mall, Woodland Mall and Exton Square Mall;
|
•
|
an increase of $3.8 million in same store expense reimbursements, following increases in snow removal expense, real estate taxes and utility expenses (see “—Operating Expenses”); and
|
•
|
an increase of $1.3 million in real estate revenue related to properties acquired in 2014.
|
•
|
an increase of $11.0 million in base rent, including $4.0 million related to the April 2013 acquisition of 907 Market Street, Philadelphia, Pennsylvania and $1.3 million associated with the July 2012 lease commencement date of the
|
•
|
an increase of $6.9 million in expense reimbursements, following increases in real estate tax and common area maintenance expenses (see “—Operating Expenses”). In addition, utility reimbursements increased by $1.4 million, due primarily to an increase in tenant utility billing rates at Cherry Hill Mall.
|
•
|
a decrease of $4.9 million in property operating expenses related to the July 2014 sale of a 50% partnership interest in The Gallery;
|
•
|
a decrease of $2.4 million in property operating expenses related to properties sold in 2013 and 2014; and
|
•
|
a decrease of $1.0 million in same store marketing expenses; partially offset by
|
•
|
an increase of $2.4 million in same store non-common area utility expense as a result of a significant increase in electric rates at many of our properties in the early part of the year. The extreme cold weather during the winter of 2013-2014, and the resulting natural gas supply constraints, led to an historic spike in wholesale electricity rates that particularly affected our properties located in Pennsylvania, New Jersey and Maryland;
|
•
|
an increase of $2.0 million in same store real estate tax expense, including a $1.2 million increase at two of our New Jersey properties due to a combination of increases in the real estate tax assessment value and the real estate tax rate;
|
•
|
an increase of $1.2 million in same store common area maintenance expense, including an increase of $1.3 million in snow removal expense. Snow removal expense in 2014 at our properties located in the Mid-Atlantic States, particularly Pennsylvania and New Jersey, was affected by a severe winter with numerous snowfalls with significant accumulation during the three months ended March 31, 2014; and
|
•
|
an increase of $0.5 million in property operating expenses related to properties acquired in 2014.
|
•
|
an increase of $7.4 million in real estate tax expense, including a $6.4 million increase at our four properties located in New Jersey, due to a combination of increases in the real estate tax assessment values and real estate tax rates; and
|
•
|
an increase of $2.4 million in common area maintenance expenses, including increases of $0.7 million related to the April 2013 acquisition of 907 Market Street, $1.0 million in snow removal expense and $0.5 million in insurance expense. Snow removal expense was higher during 2013 following a mild and dry winter during 2012 across the Mid-Atlantic states where many of our properties are located; partially offset by
|
•
|
a decrease of $0.6 million in ground rent expense, including a $0.4 million decrease at The Gallery due to the April 2013 acquisition of 907 Market Street. The acquisition of 907 Market Street included the purchase of the land under The Gallery food court which was leased from the previous owner prior to the acquisition.
|
|
For the Year Ended December 31, 2014
|
|
For the Year Ended December 31, 2013
|
|
For the Year Ended December 31, 2012
|
||||||||||||||||||||||||||||||
(in thousands of
dollars)
|
Real
Estate
Revenue
|
|
Property Operating
Expenses
|
|
Net
Operating
Income
|
|
Real
Estate
Revenue
|
|
Property Operating
Expenses |
|
Net
Operating
Income
|
|
Real
Estate
Revenue
|
|
Property Operating
Expenses |
|
Net
Operating
Income
|
||||||||||||||||||
Same Store
|
$
|
433,084
|
|
|
$
|
(173,299
|
)
|
|
$
|
259,785
|
|
|
$
|
419,855
|
|
|
$
|
(167,877
|
)
|
|
$
|
251,978
|
|
|
$
|
405,403
|
|
|
$
|
(159,821
|
)
|
|
$
|
245,582
|
|
Non Same Store
|
41,016
|
|
|
(22,943
|
)
|
|
18,073
|
|
|
62,082
|
|
|
(30,650
|
)
|
|
31,432
|
|
|
79,908
|
|
|
(40,107
|
)
|
|
39,801
|
|
|||||||||
Total
|
$
|
474,100
|
|
|
$
|
(196,242
|
)
|
|
$
|
277,858
|
|
|
$
|
481,937
|
|
|
$
|
(198,527
|
)
|
|
$
|
283,410
|
|
|
$
|
485,311
|
|
|
$
|
(199,928
|
)
|
|
$
|
285,383
|
|
|
% Change 2013 to 2014
|
|
% Change 2012 to 2013
|
||||||||
|
Same
Store
|
|
Total
|
|
Same
Store
|
|
Total
|
||||
Real estate revenue
|
3.2
|
%
|
|
(1.6
|
)%
|
|
3.6
|
%
|
|
(0.7
|
)%
|
Property operating expenses
|
3.2
|
%
|
|
(1.2
|
)%
|
|
5.0
|
%
|
|
(0.7
|
)%
|
NOI
|
3.1
|
%
|
|
(2.0
|
)%
|
|
2.6
|
%
|
|
(0.7
|
)%
|
•
|
an increase of $8.9 million primarily due to a higher asset base resulting from capital improvements related to new tenants at our properties; and
|
•
|
an increase of $1.1 million associated with properties acquired in 2014; partially offset by
|
•
|
a decrease of $4.7 million related to the July 2014 sale of a 50% partnership interest in The Gallery; and
|
•
|
a decrease of $1.9 million related to properties sold in 2014.
|
•
|
an increase of $10.1 million primarily due to a higher asset base resulting from capital improvements related to new tenants at our properties; and
|
•
|
an increase of $3.3 million associated with the April 2013 acquisition of 907 Market Street; partially offset by
|
•
|
a decrease of $0.3 million because certain lease intangibles at two properties purchased during 2005 became fully amortized during 2012.
|
•
|
a $12.4 million gain from the sale of our 50% interest in Whitehall Mall;
|
•
|
net gains of $0.8 million on sales of various completed development projects and an anchor pad during 2014; and
|
•
|
a $0.2 million gain on the sale of South Mall; offset by
|
•
|
a $0.6 million loss from the sale of a 50% interest in The Gallery; and
|
•
|
a $0.1 million loss from the combined sale of Nittany Mall and North Hanover Mall.
|
|
For the Year Ended
December 31,
|
|||||||
(in thousands of dollars)
|
|
2013
|
|
2012
|
||||
Operating results of:
|
|
|
|
|
||||
Orlando Fashion Square
|
|
$
|
330
|
|
|
$
|
627
|
|
Phillipsburg Mall
|
|
(66
|
)
|
|
(116
|
)
|
||
Chambersburg Mall
|
|
536
|
|
|
908
|
|
||
Paxton Towne Centre
|
|
(101
|
)
|
|
1,132
|
|
||
Christiana Center
|
|
1,633
|
|
|
1,557
|
|
||
Commons at Magnolia
|
|
480
|
|
|
519
|
|
||
Operating results from discontinued operations
|
|
2,812
|
|
|
4,627
|
|
||
Impairment of assets of discontinued operations
|
|
(23,662
|
)
|
|
(3,805
|
)
|
||
Gains on sales of discontinued operations
|
|
78,512
|
|
|
947
|
|
||
Income from discontinued operations
|
|
$
|
57,662
|
|
|
$
|
1,769
|
|
•
|
a
$40.8 million
gain on sale of Christiana Center;
|
•
|
a
$32.7 million
gain on sale of Paxton Towne Centre;
|
•
|
a
$4.3 million
gain on sale of Commons at Magnolia; and
|
•
|
a
$0.7 million
gain on sale of Orlando Fashion Square.
|
|
For the Year Ended December 31,
|
||||||||||||||||
(in thousands of dollars, except per share amounts)
|
2014
|
|
% Change 2013 to 2014
|
|
2013
|
|
% Change 2012 to 2013
|
|
2012
|
||||||||
Funds from operations
(1)
|
$
|
129,419
|
|
|
6.9
|
%
|
|
$
|
121,101
|
|
|
26.7
|
%
|
|
$
|
95,617
|
|
Provision for employee separation expense
|
4,961
|
|
|
|
|
2,314
|
|
|
|
|
9,437
|
|
|||||
Acquisition costs
|
3,441
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Loss on hedge ineffectiveness
|
1,761
|
|
|
|
|
3,409
|
|
|
|
|
1,162
|
|
|||||
Accelerated amortization of deferred
financing costs
(2)
|
—
|
|
|
|
|
1,076
|
|
|
|
|
690
|
|
|||||
Funds from operations, as adjusted
(1)
|
$
|
139,582
|
|
|
9.1
|
%
|
|
$
|
127,900
|
|
|
19.6
|
%
|
|
$
|
106,906
|
|
Funds from operations per diluted share and OP Unit
(1)
|
$
|
1.82
|
|
|
0.6
|
%
|
|
$
|
1.81
|
|
|
11.0
|
%
|
|
$
|
1.63
|
|
Funds from operations per diluted share and OP Unit, as adjusted
(1)
|
$
|
1.96
|
|
|
2.1
|
%
|
|
$
|
1.92
|
|
|
4.9
|
%
|
|
$
|
1.83
|
|
Weighted average number of shares outstanding
|
68,217
|
|
|
|
|
63,662
|
|
|
|
|
55,122
|
|
|||||
Weighted average effect of full conversion of OP Units
|
2,128
|
|
|
|
|
2,194
|
|
|
|
|
2,310
|
|
|||||
Effect of common share equivalents
|
696
|
|
|
|
|
876
|
|
|
|
|
1,131
|
|
|||||
Total weighted average shares outstanding, including OP Units
|
71,041
|
|
|
|
|
66,732
|
|
|
|
|
58,563
|
|
(1)
|
In accordance with NAREIT guidance regarding the definition of FFO, impairment losses of depreciable real estate are excluded from FFO. FFO, Funds From Operations, as adjusted, FFO per diluted share and OP Unit and Funds From Operations per diluted share and OP Unit, as adjusted, for all periods presented reflect this NAREIT guidance.
|
(2)
|
In 2013, accelerated amortization of deferred financing costs includes $0.9 million from 2010 Term Loan repayments and $0.2 million from mortgage loan repayments. In 2012, accelerated amortization of deferred financing costs includes $0.7 million from a 2010 Term Loan repayment.
|
•
|
a decrease of
$18.5 million
in interest expense (including our proportionate share of interest expense of our partnership properties and the effects of loss on hedge ineffectiveness) resulting from lower overall debt balances and lower average interest rates; and
|
•
|
a
$7.8 million
increase in Same Store NOI (presented using the “proportionate-consolidation” method; See “—Net Operating Income”); partially offset by
|
•
|
a
$13.4 million
decrease in Non Same Store NOI primarily related to sold properties;
|
•
|
a
$3.4 million
increase in acquisition costs; and
|
•
|
a
$2.6 million
increase in provision for employee separation expense.
|
•
|
a decrease of $26.0 million in interest expense (including our proportionate share of interest expense of our partnership properties and the effects of loss on hedge ineffectiveness and accelerated amortization of deferred financing costs) resulting from lower overall average debt balances and lower average interest rates;
|
•
|
an increase of
$6.4 million
in Same Store NOI (presented using the “proportionate-consolidation” method; See “—Net Operating Income”);
|
•
|
a decrease of $7.1 million in provision for employee separation expense; partially offset by
|
•
|
a decrease of
$8.4 million
in Non Same Store NOI primarily related to sold properties;
|
•
|
an increase of $7.9 million in preferred share dividends resulting from the Series A Preferred Shares issued in April 2012 and the Series B Preferred Shares issued on October 2012.
|
|
For the Year Ended December 31, 2014
|
||||||||||
(in thousands of dollars)
|
Consolidated
|
|
Share of
Unconsolidated
Partnerships
|
|
Total
|
||||||
Real estate revenue
|
$
|
426,596
|
|
|
$
|
47,504
|
|
|
$
|
474,100
|
|
Property operating expenses
|
(180,427
|
)
|
|
(15,815
|
)
|
|
(196,242
|
)
|
|||
Net operating income
|
246,169
|
|
|
31,689
|
|
|
277,858
|
|
|||
General and administrative expenses
|
(35,518
|
)
|
|
—
|
|
|
(35,518
|
)
|
|||
Provision for employee separation expense
|
(4,961
|
)
|
|
—
|
|
|
(4,961
|
)
|
|||
Other income
|
6,107
|
|
|
—
|
|
|
6,107
|
|
|||
Acquisition costs and other expenses
|
(4,937
|
)
|
|
(397
|
)
|
|
(5,334
|
)
|
|||
Interest expense, net
|
(82,165
|
)
|
|
(10,873
|
)
|
|
(93,038
|
)
|
|||
Depreciation of non real estate assets
|
(1,621
|
)
|
|
—
|
|
|
(1,621
|
)
|
|||
Gains on sales of non operating real estate
|
1,774
|
|
|
—
|
|
|
1,774
|
|
|||
Preferred share dividends
|
(15,848
|
)
|
|
—
|
|
|
(15,848
|
)
|
|||
Funds from operations
|
109,000
|
|
|
20,419
|
|
|
129,419
|
|
|||
Depreciation of real estate assets
|
(142,683
|
)
|
|
(9,850
|
)
|
|
(152,533
|
)
|
|||
Impairment of assets
|
(19,695
|
)
|
|
—
|
|
|
(19,695
|
)
|
|||
Net gain on sales of interests in real estate
|
12,699
|
|
|
—
|
|
|
12,699
|
|
|||
Equity in income of partnerships
|
10,569
|
|
|
(10,569
|
)
|
|
—
|
|
|||
Preferred share dividends
|
15,848
|
|
|
—
|
|
|
15,848
|
|
|||
Net loss
|
$
|
(14,262
|
)
|
|
$
|
—
|
|
|
$
|
(14,262
|
)
|
|
For the Year Ended December 31, 2013
|
||||||||||||||
|
Continuing Operations
|
|
|
|
|
||||||||||
(in thousands of dollars)
|
Consolidated
|
|
Share of
Unconsolidated
Partnerships
|
|
Discontinued
Operations
|
|
Total
|
||||||||
Real estate revenue
|
$
|
431,728
|
|
|
$
|
40,195
|
|
|
$
|
10,014
|
|
|
$
|
481,937
|
|
Property operating expenses
|
(182,279
|
)
|
|
(11,960
|
)
|
|
(4,288
|
)
|
|
(198,527
|
)
|
||||
Net operating income
|
249,449
|
|
|
28,235
|
|
|
5,726
|
|
|
283,410
|
|
||||
General and administrative expenses
|
(36,975
|
)
|
|
—
|
|
|
—
|
|
|
(36,975
|
)
|
||||
Provision for employee separation expense
|
(2,314
|
)
|
|
—
|
|
|
—
|
|
|
(2,314
|
)
|
||||
Other income
|
6,950
|
|
|
—
|
|
|
—
|
|
|
6,950
|
|
||||
Acquisition costs and other expenses
|
(1,422
|
)
|
|
—
|
|
|
—
|
|
|
(1,422
|
)
|
||||
Interest expense, net
|
(98,731
|
)
|
|
(11,084
|
)
|
|
(1,753
|
)
|
|
(111,568
|
)
|
||||
Depreciation on non real estate assets
|
(1,132
|
)
|
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
||||
Preferred share dividends
|
(15,848
|
)
|
|
—
|
|
|
—
|
|
|
(15,848
|
)
|
||||
Funds from operations
|
99,977
|
|
|
17,151
|
|
|
3,973
|
|
|
121,101
|
|
||||
Depreciation of real estate assets
|
(139,748
|
)
|
|
(7,373
|
)
|
|
(1,161
|
)
|
|
(148,282
|
)
|
||||
Impairment of assets
|
(6,304
|
)
|
|
—
|
|
|
—
|
|
|
(6,304
|
)
|
||||
Equity in income of partnerships
|
9,778
|
|
|
(9,778
|
)
|
|
—
|
|
|
—
|
|
||||
Operating results from discontinued operations
|
2,812
|
|
|
—
|
|
|
(2,812
|
)
|
|
—
|
|
||||
Impairment of assets of discontinued operations
|
(23,662
|
)
|
|
—
|
|
|
—
|
|
|
(23,662
|
)
|
||||
Gains on sales of discontinued operations
|
78,512
|
|
|
—
|
|
|
—
|
|
|
78,512
|
|
||||
Preferred share dividends
|
15,848
|
|
|
—
|
|
|
—
|
|
|
15,848
|
|
||||
Net income
|
$
|
37,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,213
|
|
|
For the Year Ended December 31, 2012
|
||||||||||||||
|
Continuing Operations
|
|
|
|
|
||||||||||
(in thousands of dollars)
|
Consolidated
|
|
Share of
Unconsolidated
Partnerships
|
|
Discontinued
Operations
|
|
Total
|
||||||||
Real estate revenue
|
$
|
413,813
|
|
|
$
|
38,452
|
|
|
$
|
33,046
|
|
|
$
|
485,311
|
|
Property operating expenses
|
(173,130
|
)
|
|
(11,458
|
)
|
|
(15,340
|
)
|
|
(199,928
|
)
|
||||
Net operating income
|
240,683
|
|
|
26,994
|
|
|
17,706
|
|
|
285,383
|
|
||||
General and administrative expenses
|
(37,538
|
)
|
|
—
|
|
|
—
|
|
|
(37,538
|
)
|
||||
Provision for employee separation expense
|
(9,437
|
)
|
|
—
|
|
|
—
|
|
|
(9,437
|
)
|
||||
Other income
|
5,534
|
|
|
—
|
|
|
—
|
|
|
5,534
|
|
||||
Acquisition costs other expenses
|
(1,936
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1,938
|
)
|
||||
Interest expense, net
|
(122,118
|
)
|
|
(11,258
|
)
|
|
(4,202
|
)
|
|
(137,578
|
)
|
||||
Depreciation of non real estate assets
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
(825
|
)
|
||||
Preferred share dividends
|
(7,984
|
)
|
|
—
|
|
|
—
|
|
|
(7,984
|
)
|
||||
Funds from operations
|
66,379
|
|
|
15,734
|
|
|
13,504
|
|
|
95,617
|
|
||||
Depreciation of real estate assets
|
(127,020
|
)
|
|
(7,396
|
)
|
|
(8,877
|
)
|
|
(143,293
|
)
|
||||
Equity in income of partnerships
|
8,338
|
|
|
(8,338
|
)
|
|
—
|
|
|
—
|
|
||||
Operating results from discontinued operations
|
4,627
|
|
|
—
|
|
|
(4,627
|
)
|
|
—
|
|
||||
Impairment of assets of discontinued operations
|
(3,805
|
)
|
|
—
|
|
|
—
|
|
|
(3,805
|
)
|
||||
Gain on sale of discontinued operations
|
947
|
|
|
—
|
|
|
—
|
|
|
947
|
|
||||
Preferred share dividends
|
7,984
|
|
|
—
|
|
|
—
|
|
|
7,984
|
|
||||
Net loss
|
$
|
(42,550
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(42,550
|
)
|
•
|
adverse changes or prolonged downturns in general, local or retail industry economic, financial, credit or capital market or competitive conditions, leading to a reduction in real estate revenue or cash flows or an increase in expenses;
|
•
|
deterioration in our tenants’ business operations and financial stability, including anchor or non anchor tenant bankruptcies, leasing delays or terminations, or lower sales, causing deferrals or declines in rent, percentage rent and cash flows;
|
•
|
inability to achieve targets for, or decreases in, property occupancy and rental rates, resulting in lower or delayed real estate revenue and operating income;
|
•
|
increases in operating costs, including increases that cannot be passed on to tenants, resulting in reduced operating income and cash flows; and
|
•
|
increases in interest rates, resulting in higher borrowing costs.
|
Level
|
Ratio of Total Liabilities to Gross Asset Value
|
Applicable Margin
|
|
1
|
Less than 0.450 to 1.00
|
1.50
|
%
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.70
|
%
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
|
1.85
|
%
|
4
|
Equal to or greater than 0.550 to 1.00
|
2.05
|
%
|
Level
|
Ratio of Total Liabilities
to Gross Asset Value
|
5 Year Term Loan
Applicable Margin
|
7 Year Term Loan
Applicable Margin
|
1
|
Less than 0.450 to 1.00
|
1.35%
|
1.80%
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.45%
|
1.95%
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
|
1.60%
|
2.15%
|
4
|
Equal to or greater than 0.550 to 1.00
|
1.90%
|
2.35%
|
(in millions of dollars)
|
5 Year Term Loan
|
7 Year Term Loan
|
||||
Total facility
|
$
|
150.0
|
|
$
|
100.0
|
|
Amount outstanding
|
$
|
100.0
|
|
$
|
30.0
|
|
Interest rate
|
1.61
|
%
|
2.11
|
%
|
||
Maturity date
|
January 2019
|
|
January 2021
|
|
Financing Date
|
Property
|
|
Amount Financed or
Extended
(in millions of dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
2013 Activity:
|
|
|
|
|
|
|
|
February
|
Francis Scott Key Mall
(1)(2)
|
|
$62.6
|
|
LIBOR plus 2.60%
|
|
March 2018
|
February
|
Lycoming Mall
(3)
|
|
35.5
|
|
LIBOR plus 2.75%
|
|
March 2018
|
February
|
Viewmont Mall
(1)
|
|
48.0
|
|
LIBOR plus 2.60%
|
|
March 2018
|
March
|
Dartmouth Mall
|
|
67.0
|
|
3.97% fixed
|
|
April 2018
|
September
|
Logan Valley Mall
(4)
|
|
51.0
|
|
LIBOR plus 2.10%
|
|
September 2014
|
December
|
Wyoming Valley Mall
(5)
|
|
78.0
|
|
5.17% fixed
|
|
December 2023
|
(1)
|
Interest only payments.
|
(2)
|
The mortgage loan may be increased by
$5.8 million
subject to certain prescribed conditions.
|
(3)
|
The initial amount of the mortgage loan was
$28.0 million
. We took additional draws of
$5.0 million
in October 2009 and
$2.5 million
in March 2010. The mortgage loan was amended in February 2013 to lower the interest rate to LIBOR plus 2.75% and to extend the maturity date to March 2018. In February 2013, the unamortized balance of the mortgage loan was $33.4 million before we borrowed an additional
$2.1 million
to bring the total amount financed to $35.5 million.
|
(4)
|
The initial amount of the mortgage loan was $68.0 million. We repaid $5.0 million in September 2011 and $12.0 million in September 2013. We exercised our right under the loan in September 2013 to extend the maturity date to September 2014. We repaid the loan in July 2014.
|
(5)
|
Interest only payments until March 2015. Principal and interest payments commencing in April 2015.
|
|
Payments by Period
|
||||||||||||||||||||||
(in thousands of dollars)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||||
Principal payments
|
$
|
105,491
|
|
|
$
|
20,923
|
|
|
$
|
12,830
|
|
|
$
|
12,411
|
|
|
$
|
24,535
|
|
|
$
|
34,792
|
|
Balloon payments
|
1,302,456
|
|
|
270,799
|
|
|
219,480
|
|
|
150,000
|
|
|
169,582
|
|
|
492,595
|
|
||||||
Total
|
$
|
1,407,947
|
|
|
$
|
291,722
|
|
|
$
|
232,310
|
|
|
$
|
162,411
|
|
|
$
|
194,117
|
|
|
$
|
527,387
|
|
(in thousands of dollars)
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||||
Mortgage loans
|
$
|
1,407,947
|
|
|
$
|
291,722
|
|
|
$
|
232,310
|
|
|
$
|
162,411
|
|
|
$
|
194,117
|
|
|
$
|
527,387
|
|
Term Loans
|
130,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
30,000
|
|
||||||
Letter of Credit
|
46,500
|
|
|
46,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest on indebtedness
(1)
|
274,434
|
|
|
70,576
|
|
|
44,832
|
|
|
39,362
|
|
|
55,502
|
|
|
64,162
|
|
||||||
Operating leases
|
8,345
|
|
|
2,089
|
|
|
1,861
|
|
|
1,680
|
|
|
2,715
|
|
|
—
|
|
||||||
Ground leases
|
2,227
|
|
|
167
|
|
|
167
|
|
|
167
|
|
|
229
|
|
|
1,497
|
|
||||||
Springfield Town Center Contribution Agreement
(2)
|
340,000
|
|
|
340,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Development and redevelopment commitments
(3)
|
11,019
|
|
|
11,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
2,220,472
|
|
|
$
|
762,073
|
|
|
$
|
279,170
|
|
|
$
|
203,620
|
|
|
$
|
352,563
|
|
|
$
|
623,046
|
|
Financing Date
|
Property
|
|
Amount
Financed or
Extended
(in millions of
dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
||
2014 Activity:
|
|
|
|
|
|
|
|
||
December
|
Gloucester Premium Outlets
(1)
|
|
$
|
1.6
|
|
|
LIBOR plus 1.50%
|
|
June 2018
|
(1)
|
The unconsolidated entity that owns Gloucester Premium Outlets entered into this construction mortgage loan. The construction mortgage loan has a maximum availability of
$90.0 million
, of which
$88.4 million
is available as of December 31, 2014 (after minimum construction thresholds are achieved). Our interest in the unconsolidated entity is
25%
.
|
•
|
our substantial debt and stated value of preferred shares and our high leverage ratio;
|
•
|
constraining leverage, unencumbered debt yield, interest and tangible net worth covenants under our 2013 Revolving Facility, our 2014 Term Loans and Letter of Credit;
|
•
|
potential losses on impairment of certain long-lived assets, such as real estate, or of intangible assets, such as goodwill, including such losses that we might be required to record in connection with any dispositions of assets;
|
•
|
changes in the retail industry, including consolidation and store closings, particularly among anchor tenants;
|
•
|
our ability to sell properties that we seek to dispose of or our ability to obtain prices we seek;
|
•
|
the effects of online shopping and other uses of technology on our retail tenants;
|
•
|
risks related to development and redevelopment activities;
|
•
|
current economic conditions and the state of employment growth and consumer confidence and spending, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions and on our cash flows, and the value and potential impairment of our properties;
|
•
|
our ability to refinance our existing indebtedness when it matures, on favorable terms or at all;
|
•
|
our ability to raise capital, including through joint ventures or other partnerships, through sales of properties or interests in properties, through the issuance of equity or equity-related securities if market conditions are favorable, or through other actions;
|
•
|
our ability to identify and execute on suitable acquisition opportunities and to integrate acquired properties into our portfolio;
|
•
|
our partnerships and joint ventures with third parties to acquire or develop properties;
|
•
|
our short- and long-term liquidity position;
|
•
|
general economic, financial and political conditions, including credit and capital market conditions, changes in interest rates or unemployment;
|
•
|
our ability to maintain and increase property occupancy, sales and rental rates, in light of the relatively high number of leases that have expired or are expiring in the next two years;
|
•
|
acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales;
|
•
|
changes to our corporate management team and any resulting modifications to our business strategies;
|
•
|
increases in operating costs that cannot be passed on to tenants;
|
•
|
concentration of our properties in the Mid-Atlantic region;
|
•
|
changes in local market conditions, such as the supply of or demand for retail space, or other competitive factors; and
|
•
|
potential dilution from any capital raising transactions or other equity issuances.
|
|
Fixed Rate Debt
|
|
Variable Rate Debt
|
|
|||||||||||
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Payments
|
|
Weighted
Average
Interest Rate
|
|
Principal
Payments
|
|
|
Weighted
Average
Interest Rate
|
|
||||||
2015
|
$
|
290,794
|
|
|
5.75
|
%
|
|
$
|
928
|
|
|
|
2.90
|
%
|
(1)
|
2016
|
$
|
231,350
|
|
|
5.38
|
%
|
|
$
|
960
|
|
|
|
2.90
|
%
|
(1)
|
2017
|
$
|
161,410
|
|
|
5.36
|
%
|
|
$
|
1,001
|
|
|
|
2.90
|
%
|
(1)
|
2018
|
$
|
11,918
|
|
|
4.34
|
%
|
|
$
|
141,699
|
|
|
|
3.01
|
%
|
(1)
|
2019 and thereafter
|
$
|
539,837
|
|
|
4.35
|
%
|
|
$
|
158,050
|
|
(2)
|
|
2.08
|
%
|
(1)
|
(1)
|
Based on the weighted average interest rate in effect as of
December 31, 2014
.
|
(2)
|
Includes 2014 Term Loan borrowings of $130.0 million with a weighted average interest rate of 1.72% as of December 31, 2014.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
•
|
Our disclosure controls and procedures are designed to ensure that the information that we are required to disclose in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
|
•
|
Our disclosure controls and procedures are effective to ensure that information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE.
|
(1) Financial Statements
|
|
|
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
|
Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
(2) Financial Statement Schedules
|
|
|
|
|
|
III – Real Estate and Accumulated Depreciation
|
|
1.1
|
|
Purchase Agreement dated April 13, 2012, by and among PREIT, PREIT Associates, L.P., Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT’s Current Report on Form 8-K filed on April 19, 2012, is incorporated herein by reference.
|
|
|
|
1.2
|
|
Purchase Agreement dated October 1, 2012, by and among PREIT, PREIT Associates, L.P., Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT’s Current Report on Form 8-K filed on October 5, 2012, is incorporated herein by reference.
|
|
|
|
1.3
|
|
Purchase Agreement, dated May 1, 2013, by and among PREIT, PREIT Associates, L.P., and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities, LLC, as representatives of the several Underwriters listed on Schedule A attached thereto, filed as Exhibit 1.1 to PREIT’s Current Report on Form 8-K filed on May 3, 2013, is incorporated herein by reference.
|
|
|
|
2.1
|
|
Agreement of Purchase and Sale of Ownership Interest dated August 13, 2010, by and between PREIT Associates, L.P. and Cedar Shopping Centers Partnership, L.P., filed as Exhibit 2.1 to PREIT’s Quarterly Report on Form 10-Q filed on November 8, 2010, is incorporated herein by reference.
|
|
|
|
2.2
|
|
Contribution Agreement, dated as of March 2, 2014, by and among Franconia Two, L.P., PR Springfield Town Center LLC, PREIT Associates, L.P. and Vornado Realty L.P., filed herewith and as Exhibit 2.1 to our Current Report on Form 8-K filed on March 3, 2014 and our Quarterly Report on Form 10-Q filed on August 1, 2014.
|
|
|
|
3.1
|
|
Amended and Restated Trust Agreement dated December 18, 2008, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on December 23, 2008, is incorporated herein by reference.
|
|
|
|
3.2
|
|
By-Laws of PREIT as amended through July 26, 2007, filed as Exhibit 3.2 to PREIT’s Current Report on Form 8-K filed on August 1, 2007, is incorporated herein by reference.
|
|
|
|
3.3
|
|
Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.2 to PREIT’s Form 8-A filed on April 20, 2012, is incorporated herein by reference.
|
|
|
|
3.4
|
|
Amendment, dated June 7, 2012, to Amended and Restated Trust Agreement of Pennsylvania Real Estate Investment Trust dated December 18, 2008, as amended, filed as Exhibit 3.1 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference.
|
|
|
|
3.5
|
|
Second Designating Amendment to Trust Agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of PREIT’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, liquidation preference $25.00 per share, par value $0.01 per share, filed as Exhibit 3.1 to PREIT’s Form 8-A filed on October 11, 2012, is incorporated herein by reference.
|
|
|
|
4.1
|
|
First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.15 to PREIT’s Current Report on Form 8-K dated October 14, 1997, is incorporated herein by reference.
|
|
|
|
4.2
|
|
First Amendment to the First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.1 to PREIT’s Quarterly Report on Form 10-Q filed on November 13, 1998, is incorporated herein by reference.
|
|
|
|
4.3
|
|
Second Amendment to the First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.2 to PREIT’s Quarterly Report on Form 10-Q filed on November 13, 1998, is incorporated herein by reference.
|
|
|
|
4.4
|
|
Third Amendment to the First Amended and Restated Agreement of Limited Partnership, dated September 30, 1997, of PREIT Associates, L.P., filed as Exhibit 4.3 to PREIT’s Quarterly Report on Form 10-Q filed on November 13, 1998, is incorporated herein by reference.
|
|
|
|
4.5
|
|
Fourth Amendment to First Amended and Restated Agreement of Limited Partnership of PREIT Associates L.P. dated May 13, 2003, filed as Exhibit 4.1 to PREIT’s Quarterly Report on Form 10-Q filed on November 7, 2003, is incorporated herein by reference.
|
|
|
|
4.6
|
|
Addendum to First Amended and Restated Agreement of Limited Partnership of PREIT Associates, L.P. designating the rights, obligations, duties and preferences of Series A Preferred Units, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on April 20, 2012, is incorporated herein by reference.
|
4.7
|
|
Second Addendum to First Amended and Restated Agreement of Limited Partnership of PREIT Associates, L.P. designating the rights, obligations, duties and preferences of the Series B Preferred Units, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on October 11, 2012, is incorporated herein by reference.
|
|
|
|
4.8
|
|
Form of share certificate evidencing the 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares, filed as Exhibit 4.1 to PREIT’s Form 8-A filed on April 20, 2012, is incorporated herein by reference.
|
|
|
|
4.9
|
|
Form of share certificate evidencing the 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, filed as Exhibit 4.1 to PREIT’s Form 8-A filed on October 11, 2012, is incorporated herein by reference.
|
|
|
|
10.1
|
|
Amended, Restated and Consolidated Credit Agreement dated as of March 11, 2010 by and among PREIT Associates, L.P. and PREIT-RUBIN, Inc., PR Gallery I Limited Partnership and Keystone Philadelphia Properties, L.P., PREIT, and the financial institutions party thereto, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K/A filed on March 24, 2010, is incorporated herein by reference.
|
|
|
|
10.2
|
|
First Amendment dated June 29, 2011 to Amended, Restated and Consolidated Credit Agreement dated as of March 11, 2010 by and among PREIT Associates, L.P. and PREIT-RUBIN, Inc., PR Gallery I Limited Partnership and Keystone Philadelphia Properties, L.P., PREIT, and the financial institutions party thereto, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on June 30, 2011, is incorporated herein reference.
|
|
|
|
10.3
|
|
Amended and Restated Guaranty dated as of March 11, 2010 in favor of Wells Fargo Bank, National Association, executed by PREIT and certain of its direct and indirect subsidiaries, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K/A filed on March 24, 2010, is incorporated herein by reference.
|
|
|
|
10.4
|
|
Credit Agreement dated as of April 17, 2013 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto, filed as Exhibit 10.8 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
10.5
|
|
Guaranty dated as of April 17, 2013 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associate, L.P., filed as Exhibit 10.9 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
10.6
|
|
First Amendment to Credit Agreement dated December 24, 2013 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
10.7
|
|
Five Year Term Loan Agreement dated as of January 8, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
10.8
|
|
Five Year Term Loan Guaranty dated as of January 8, 2014 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P.
|
|
|
|
10.9*
|
|
First Amendment to Five Year Term Loan dated as of November 3, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
10.10
|
|
Seven Year Term Loan Agreement dated as of January 8, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
10.11
|
|
Seven Year Term Loan Guaranty dated as of January 8, 2014 in favor of Wells Fargo Bank, National Association, executed by certain direct and indirect subsidiaries of PREIT Associates, L.P.
|
|
|
|
10.12*
|
|
First Amendment to Seven Year Term Loan dated as of November 3, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
10.13
|
|
Promissory Note, dated July 11, 2005, in the principal amount of $66.0 million, issued by PR Magnolia LLC in favor of Lehman Brothers Bank, FSB, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on July 12, 2005, is incorporated herein by reference.
|
|
|
|
10.14
|
|
Promissory Note, dated August 15, 2012, in the principal amount of $150.0 million, issued by Cherry Hill Center, LLC and PR Cherry Hill STW LLC in favor of New York Life Insurance Company, filed as Exhibit 10.3 to PREIT’s Quarterly Report on Form 10-Q filed on October 26, 2012, is incorporated herein by reference.
|
|
|
|
10.15
|
|
Promissory Note, dated August 15, 2012, in the principal amount of $150.0 million, issued by Cherry Hill Center, LLC and PR Cherry Hill STW LLC in favor of Teachers Insurance and Annuity Association of America, filed as Exhibit 10.4 to PREIT’s Quarterly Report on Form 10-Q filed on October 26, 2012, is incorporated herein by reference.
|
|
|
10.16
|
|
Promissory Note, dated December 9, 2005, in the principal amount of $80.0 million, issued by WG Park, L.P. in favor of Prudential Insurance Company of America, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on December 9, 2005, is incorporated herein by reference.
|
|
|
|
10.17
|
|
Promissory Note, dated December 9, 2005, in the principal amount of $80.0 million, issued by WG Park, L.P. in favor of Teachers Insurance and Annuity Association of America, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on December 9, 2005, is incorporated herein by reference.
|
|
|
|
10.18
|
|
Promissory Note, dated February 13, 2006, in the principal amount of $90.0 million, issued by PR Hagerstown LLC in favor of Eurohypo AG, New York Branch, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on February 15, 2006, is incorporated herein by reference.
|
|
|
|
10.19
|
|
Promissory Note, dated March 24, 2006, in the principal amount of $156.5 million, issued by PR Woodland Limited Partnership in favor of Prudential Mortgage Capital Company, LLC, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on March 30, 2006, is incorporated herein by reference.
|
|
|
|
10.20
|
|
Promissory Note, dated June 8, 2010, in the principal amount of $140.0 million, issued by Mall at Lehigh Valley, L.P., filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on June 14, 2010, is incorporated herein by reference.
|
|
|
|
10.21
|
|
Promissory Note, dated May 17, 2007 in the principal amount of $150.0 million issued by PR Hyattsville LLC in favor of Wells Fargo Bank, N.A. filed as Exhibit 10.1 to PREIT’s Current Report on From 8-K filed on May 22, 2007 is incorporated herein by reference.
|
|
|
|
10.22
|
|
Declaration of Trust, dated June 19, 1997, by PREIT, as grantor, and PREIT, as initial trustee, filed as Exhibit 10.7 to PREIT’s Quarterly Report on Form 10-Q filed on August 10, 2009, is incorporated herein by reference.
|
|
|
|
10.23
|
|
Amended and Restated Employment Agreement, effective as of December 31, 2008, between PREIT and Bruce Goldman, filed as Exhibit 10.59 to PREIT’s Annual Report on Form 10-K filed on March 2, 2009, is incorporated herein by reference.
|
|
|
|
10.24
|
|
Amended and Restated Employment Agreement dated as of April 25, 2012 by and between PREIT and Ronald Rubin, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on April 27, 2012, is incorporated herein by reference.
|
|
|
|
10.25
|
|
Amended and Restated Employment Agreement, effective as of December 31, 2008, between PREIT and George F. Rubin, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference.
|
|
|
|
10.26
|
|
Amended and Restated Employment Agreement dated as of April 25, 2012 by and between PREIT and Joseph F. Coradino, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on April 27, 2012, is incorporated herein by reference.
|
|
|
|
10.27
|
|
Amended and Restated Employment Agreement, dated as of December 31, 2008, between PREIT and Robert F. McCadden, filed as Exhibit 10.4 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference.
|
|
|
|
10.28
|
|
Amendment No. 1 to Amended and Restated Employment Agreement, dated as of May 6, 2009, between PREIT and Robert F. McCadden, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on May 11, 2009, is incorporated herein by reference.
|
|
|
|
+10.29
|
|
Nonqualified Supplemental Executive Retirement Agreement, effective as of January 1, 2009, between PREIT and George F. Rubin, filed as Exhibit 10.7 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference.
|
|
|
|
+10.30
|
|
Amended and Restated Nonqualified Supplemental Executive Retirement Agreement dated as of June 7, 2012 by and between PREIT and Joseph F. Coradino. filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference.
|
|
|
|
+10.31
|
|
Nonqualified Supplemental Executive Retirement Agreement, effective as of January 1, 2009, between PREIT and Robert F. McCadden, filed as Exhibit 10.9 to PREIT’s Current Report on Form 8-K filed on December 31, 2008, is incorporated herein by reference.
|
|
|
|
+10.32
|
|
Nonqualified Supplemental Executive Retirement Agreement, effective as of January 1, 2009, between PREIT and Bruce Goldman, filed as Exhibit 10.73 to PREIT’s Annual Report on Form 10-K filed on March 2, 2009, is incorporated herein by reference.
|
|
|
|
+10.33
|
|
Amended and Restated Nonqualified Supplemental Executive Retirement Agreement dated as of June 7, 2012 by and between PREIT and Ronald Rubin, filed as Exhibit 10.2 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference.
|
|
|
10.34
|
|
Standstill Agreement among PREIT, PREIT Associates, L.P., Mark E. Pasquerilla, Crown Investments Trust, Crown American Investment Company, Crown Delaware Holding Company, Crown Holding Company, and Crown American Properties, L.P., dated as of November 18, 2003, filed as Exhibit 2.10 to PREIT’s Current Report on Form 8-K dated November 20, 2003, is incorporated herein by reference.
|
|
|
|
+10.35
|
|
Amended and Restated Employee Share Purchase Plan, filed as Exhibit 10.3 to PREIT’s Quarterly Report on Form 10-Q filed on August 6, 2010, is incorporated herein by reference.
|
|
|
|
+10.36
|
|
PREIT’s Second Amended and Restated 2003 Equity Incentive Plan, filed as Exhibit 10.3 to PREIT’s Current Report on Form 8-K filed on June 12, 2012, is incorporated herein by reference.
|
|
|
|
+10.37
|
|
Amendment No. 1 to Second Amended and Restated 2003 Equity Plan, filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on July 22, 2013, is incorporated herein by reference.
|
|
|
|
+10.38
|
|
Form of Incentive Stock Option Agreement under PREIT’s 2003 Equity Incentive Plan filed as Exhibit 10.10 to PREIT’s Quarterly Report on Form 10-Q filed on November 9, 2004, is incorporated herein by reference.
|
|
|
|
+10.39
|
|
Form of Nonqualified Stock Option Agreement under PREIT’s 2003 Equity Incentive Plan filed as Exhibit 10.11 to PREIT’s Quarterly Report on Form 10-Q filed on February 27, 2007, is incorporated herein by reference.
|
|
|
|
+10.40
|
|
Form of Restricted Share Award Agreement under PREIT’s 2003 Equity Incentive Plan filed as Exhibit 10.1 to PREIT’s Current Report on Form 8-K filed on February 26, 2008, is incorporated herein by reference.
|
|
|
|
+10.41
|
|
2010-2012 Restricted Share Unit Program, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on April 29, 2010, is incorporated herein by reference.
|
|
|
|
+10.42
|
|
Form of 2010-2012 Restricted Share Unit and Dividend Equivalent Rights Award Agreement, filed as Exhibit 10.2 to PREIT’s Quarterly Report on Form 10-Q, filed on April 29, 2010, is incorporated herein by reference.
|
|
|
|
+10.43
|
|
2011-2013 Restricted Share Unit Program, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on April 29, 2011, is incorporated herein by reference.
|
|
|
|
+10.44
|
|
Form of 2011-2013 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.2 to PREIT’s Quarterly Report on Form 10-Q filed on April 29, 2011, is incorporated herein by reference.
|
|
|
|
+10.45
|
|
Form of Annual Incentive Compensation Award for PREIT’s Chief Executive Officer, the three other members of PREIT’s Office of the Chair and the Chief Financial Officer, filed as Exhibit 10.1 to PREIT’s Current Report on From 8-K filed on July 26, 2011, is incorporated herein by reference.
|
|
|
|
+10.46
|
|
Form of Annual Incentive Compensation Opportunity Award for Officers other than Named Executive Officers, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on August 1, 2011, is incorporated herein by reference.
|
|
|
|
+10.47
|
|
2012-2014 Restricted Share Unit Program, filed as Exhibit 10.1 to PREIT’s Quarterly Report on Form 10-Q filed on April 30, 2012, is incorporated herein by reference.
|
|
|
|
+10.48
|
|
Form of 2012-2014 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.2 to PREIT’s Quarterly Report on Form 10-Q filed on April 30, 2012, is incorporated herein by reference.
|
|
|
|
+10.49
|
|
Form of Annual Incentive Compensation Opportunity Award for PREIT’s Chief Executive Officer, Vice Chairman, and Chief Financial, filed as Exhibit 10.1 to PREIT’s Quarterly Report on From 10-Q filed on October 26, 2012, is incorporated herein by reference.
|
|
|
|
+10.50
|
|
Form of Annual Incentive Compensation Opportunity Award for Officers other than the Named Executive Officers, filed as Exhibit 10.2 to PREIT’s Quarterly Report on From 10-Q filed on October 26, 2012, is incorporated herein by reference.
|
|
|
|
+10.51
|
|
2013-2015 Restricted Share Unit Program, filed as Exhibit 10.5 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
+10.52
|
|
Form of 2013-2015 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.6 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
+10.53
|
|
Form of Annual Incentive Compensation Opportunity Award for PREIT’s Chief Executive Officer, filed as Exhibit 10.1 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
+10.54
|
|
Form of Annual Incentive Compensation Opportunity Award for PREIT’s Chief Financial Officer, filed as Exhibit 10.2 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
+10.55
|
|
Form of Annual Incentive Compensation Opportunity Award for PREIT’s Vice Chairman, filed as Exhibit 10.3 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
+10.56
|
|
Form of Annual Incentive Compensation Opportunity Award for PREIT’s Executive Vice Presidents, filed as Exhibit 10.4 to PREIT’s Quarterly Report on From 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
+10.57
|
|
2014-2016 Restricted Share Unit Program, filed as Exhibit 10.6 to PREIT’s Quarterly Report on Form 10-Q filed on April 25, 2014, is incorporated herein by reference.
|
|
|
|
+10.58
|
|
Form of 2014-2016 Restricted Share Unit and Dividend Equivalent Award Agreement, filed as Exhibit 10.7 to PREIT’s Quarterly Report on Form 10-Q filed on April 25, 2014, is incorporated herein by reference.
|
|
|
|
+10.59
|
|
Form of Annual Incentive Compensation Opportunity Award for PREIT’s Named Executive Officers filed as Exhibit 10.5 to PREIT’s Quarterly Report on From 10-Q filed on April 25, 2014, is incorporated herein by reference.
|
|
|
|
+10.60
|
|
Separation of Employment Agreement and General Release between Pennsylvania Real Estate Investment Trust, PREIT Services, L.P. and George Rubin dated as of June 13, 2014 filed as Exhibit 10.1 to PREIT’s Quarterly Report on From 10-Q filed on August 1, 2014, is incorporated herein by reference.
|
|
|
|
+10.61
|
|
Separation of Employment Agreement and General Release, dated October 15, 2013, by and between PREIT, PREIT Services, LLC and Edward Glickman, filed as Exhibit 10.7 to PREIT’s Quarterly Report on Form 10-Q filed on April 26, 2013, is incorporated herein by reference.
|
|
|
|
10.62
|
|
Registration Rights Agreement, dated as of September 30, 1997, between PREIT and Florence Mall Partners, filed as Exhibit 10.31 to PREIT’s Current Report on Form 8-K filed on October 14, 1997, is incorporated herein by reference.
|
|
|
|
10.63
|
|
Registration Rights Agreement, dated as of April 28, 2003, between PREIT and Pan American Associates, filed as Exhibit 10.8 to PREIT’s Current Report on Form 8-K filed on May 13, 2003, is incorporated herein by reference.
|
|
|
|
10.64
|
|
Registration Rights Agreement, dated as of April 28, 2003, among PREIT, The Albert H. Marta Revocable Inter Vivos Trust, Marta Holdings I, L.P. and Ivyridge Investment Corp, filed as Exhibit 10.9 to PREIT’s Current Report on Form 8-K filed on May 13, 2003, is incorporated herein by reference.
|
|
|
|
10.65
|
|
Real Estate Management and Leasing Agreement made as of August 1, 1996 between The Rubin Organization, Inc. and Bellevue Associates, filed as Exhibit 10.102 to PREIT’s Annual Report on Form 10-K filed on March 16, 2005, is incorporated by reference.
|
|
|
|
10.66
|
|
Amendment of Real Estate Management And Leasing Agreement dated as of January 1, 2005 between PREIT-RUBIN, Inc., successor-in-interest to The Rubin Organization, and Bellevue Associates, filed as Exhibit 10.103
to PREIT’s Annual Report on Form 10-K filed on March 16, 2005, is incorporated herein by reference.
|
|
|
|
10.67
|
|
Amended and Restated Office Lease between Bellevue Associates and PREIT effective as of July 12, 1999, as amended by the First Amendment to Office Lease effective as of June 18, 2002, as further amended by the Second Amendment to Office Lease effective as of June 1, 2004, filed as Exhibit 10.10 to PREIT’s Quarterly Report on Form 10-Q filed on August 10, 2009, is incorporated herein by reference.
|
|
|
|
10.68
|
|
Fourth Amendment to Office Lease between Bellevue Associates and PREIT signed on April 26, 2012, filed as Exhibit 10.56 to PREIT’s Annual Report on Form 10-K, filed on March 1, 2013, is incorporated herein by reference.
|
|
|
|
10.69
|
|
Contribution Agreement dated January 22, 2008 by and among Bala Cynwyd Associates, L.P., City Line Associates, Ronald Rubin, George Rubin, Joseph Coradino, Leonard Shore, Lewis Stone, PREIT, PREIT Associates, L.P. and PR Cherry Hill Office GP, LLC, filed as Exhibit 10.131 to PREIT’s Annual Report on Form 10-K filed on February 29, 2008, is incorporated herein by reference.
|
|
|
|
21*
|
|
Direct and Indirect Subsidiaries of the Registrant.
|
|
|
|
23.1*
|
|
Consent of KPMG LLP (Independent Registered Public Accounting Firm).
|
|
|
|
23.2*
|
|
Consent of Ernst and Young LLP (Independent Auditors)
|
|
|
|
24*
|
|
Power of Attorney (included on signature page to this Form 10-K).
|
|
|
31.1*
|
|
Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99.1*
|
|
Audited Financial Statements of Lehigh Valley Associates and Subsidiary as of December 31, 2014 and 2013. and for the three years ended December 31, 2014
|
|
|
|
101*
|
|
Pursuant to Rule 405 of Regulation S-T, the following financial information from PREIT’s Annual Report on Form 10-K for the period ended December 31, 2014 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2014 and 2013; (ii) Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013, and 2012; (iv) Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements.
|
+
|
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this form.
|
(*)
|
Filed herewith
|
|
|
|
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
|
||
|
|
|
|
||
Date:
|
February 23, 2015
|
|
By:
|
|
/s/ Joseph F. Coradino
|
|
|
|
|
|
Joseph F. Coradino
|
|
|
|
|
|
Chief Executive Officer
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ Ronald Rubin
|
|
Executive Chairman and Trustee
|
|
February 23, 2015
|
Ronald Rubin
|
|
|
|
|
|
|
|
||
/s/ Joseph F. Coradino
|
|
Chief Executive Officer (principal executive officer)
|
|
February 23, 2015
|
Joseph F. Coradino
|
|
|
|
|
|
|
|
||
/s/ Robert F. McCadden
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
February 23, 2015
|
Robert F. McCadden
|
|
|
|
|
|
|
|
||
/s/ Jonathen Bell
|
|
Senior Vice President—Chief Accounting Officer (principal accounting officer)
|
|
February 23, 2015
|
Jonathen Bell
|
|
|
|
|
|
|
|
||
/s/ M. Walter D’Alessio
|
|
Trustee
|
|
February 23, 2015
|
M. Walter D’Alessio
|
|
|
|
|
|
|
|
||
/s/ Rosemarie Greco
|
|
Trustee
|
|
February 23, 2015
|
Rosemarie Greco
|
|
|
|
|
|
|
|
||
/s/ Leonard I. Korman
|
|
Trustee
|
|
February 23, 2015
|
Leonard I. Korman
|
|
|
|
|
|
|
|
||
/s/ Donald F. Mazziotti
|
|
Trustee
|
|
February 23, 2015
|
Donald F. Mazziotti
|
|
|
|
|
|
|
|
||
/s/ Mark E. Pasquerilla
|
|
Trustee
|
|
February 23, 2015
|
Mark E. Pasquerilla
|
|
|
|
|
|
|
|
||
/s/ Charles P. Pizzi
|
|
Trustee
|
|
February 23, 2015
|
Charles P. Pizzi
|
|
|
|
|
|
|
|
|
|
/s/ John J. Roberts
|
|
Trustee
|
|
February 23, 2015
|
John J. Roberts
|
|
|
|
|
(1)
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and the dispositions of assets of the Company;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and trustees; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
February 23, 2015
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
February 23, 2015
|
(in thousands, except per share amounts)
|
December 31, 2014
|
|
December 31, 2013
|
||||
ASSETS:
|
|
|
|
||||
INVESTMENTS IN REAL ESTATE, at cost:
|
|
|
|
||||
Operating properties
|
$
|
3,216,231
|
|
|
$
|
3,450,317
|
|
Construction in progress
|
60,452
|
|
|
68,835
|
|
||
Land held for development
|
8,721
|
|
|
8,716
|
|
||
Total investments in real estate
|
3,285,404
|
|
|
3,527,868
|
|
||
Accumulated depreciation
|
(1,061,051
|
)
|
|
(1,012,746
|
)
|
||
Net investments in real estate
|
2,224,353
|
|
|
2,515,122
|
|
||
INVESTMENTS IN PARTNERSHIPS, at equity:
|
140,882
|
|
|
15,963
|
|
||
OTHER ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
40,433
|
|
|
34,230
|
|
||
Tenant and other receivables (net of allowance for doubtful accounts of $11,929 and $13,123 at December 31, 2014 and 2013, respectively)
|
40,566
|
|
|
46,439
|
|
||
Intangible assets (net of accumulated amortization of $11,873 and $14,506 at December 31, 2014 and 2013, respectively)
|
6,452
|
|
|
9,075
|
|
||
Deferred costs and other assets
|
87,017
|
|
|
97,752
|
|
||
Total assets
|
$
|
2,539,703
|
|
|
$
|
2,718,581
|
|
LIABILITIES:
|
|
|
|
||||
Mortgage loans payable
|
$
|
1,407,947
|
|
|
$
|
1,502,650
|
|
Term Loans
|
130,000
|
|
|
—
|
|
||
Revolving Facility
|
—
|
|
|
130,000
|
|
||
Tenants’ deposits and deferred rent
|
15,541
|
|
|
17,896
|
|
||
Distributions in excess of partnership investments
|
65,956
|
|
|
64,491
|
|
||
Fair value of derivative instruments
|
2,490
|
|
|
844
|
|
||
Accrued expenses and other liabilities
|
73,032
|
|
|
76,248
|
|
||
Total liabilities
|
1,694,966
|
|
|
1,792,129
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 11)
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
||||
Series A Preferred Shares, $.01 par value per share; 25,000 shares authorized; 4,600 shares issued and outstanding at December 31, 2014 and 2013; liquidation preference of $115,000
|
46
|
|
|
46
|
|
||
Series B Preferred Shares, $.01 par value per share; 25,000 shares authorized; 3,450 shares issued and outstanding at December 31, 2014, and 2013; liquidation preference of $86,250
|
35
|
|
|
35
|
|
||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; issued and outstanding 68,801 shares at December 31, 2014 and 68,293 shares at December 31, 2013
|
68,801
|
|
|
68,293
|
|
||
Capital contributed in excess of par
|
1,474,183
|
|
|
1,467,460
|
|
||
Accumulated other comprehensive loss
|
(6,002
|
)
|
|
(6,637
|
)
|
||
Distributions in excess of net income
|
(721,605
|
)
|
|
(636,939
|
)
|
||
Total equity – Pennsylvania Real Estate Investment Trust
|
815,458
|
|
|
892,258
|
|
||
Noncontrolling interest
|
29,279
|
|
|
34,194
|
|
||
Total equity
|
844,737
|
|
|
926,452
|
|
||
Total liabilities and equity
|
$
|
2,539,703
|
|
|
$
|
2,718,581
|
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
Real estate revenue:
|
|
|
|
|
|
||||||
Base rent
|
$
|
278,896
|
|
|
$
|
283,074
|
|
|
$
|
272,036
|
|
Expense reimbursements
|
126,925
|
|
|
126,909
|
|
|
119,993
|
|
|||
Percentage rent
|
5,124
|
|
|
5,732
|
|
|
5,713
|
|
|||
Lease termination revenue
|
2,250
|
|
|
1,565
|
|
|
1,753
|
|
|||
Other real estate revenue
|
13,401
|
|
|
14,448
|
|
|
14,318
|
|
|||
Total real estate revenue
|
426,596
|
|
|
431,728
|
|
|
413,813
|
|
|||
Other income
|
6,107
|
|
|
6,950
|
|
|
5,534
|
|
|||
Total revenue
|
432,703
|
|
|
438,678
|
|
|
419,347
|
|
|||
EXPENSES:
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Property operating expenses:
|
|
|
|
|
|
||||||
CAM and real estate taxes
|
(140,662
|
)
|
|
(142,684
|
)
|
|
(132,901
|
)
|
|||
Utilities
|
(23,993
|
)
|
|
(22,028
|
)
|
|
(21,838
|
)
|
|||
Other
|
(15,772
|
)
|
|
(17,567
|
)
|
|
(18,391
|
)
|
|||
Total property operating expenses
|
(180,427
|
)
|
|
(182,279
|
)
|
|
(173,130
|
)
|
|||
Depreciation and amortization
|
(144,304
|
)
|
|
(140,880
|
)
|
|
(127,845
|
)
|
|||
General and administrative expenses
|
(35,518
|
)
|
|
(36,975
|
)
|
|
(37,538
|
)
|
|||
Provision for employee separation expense
|
(4,961
|
)
|
|
(2,314
|
)
|
|
(9,437
|
)
|
|||
Acquisition costs and other expenses
|
(4,937
|
)
|
|
(1,422
|
)
|
|
(1,936
|
)
|
|||
Total operating expenses
|
(370,147
|
)
|
|
(363,870
|
)
|
|
(349,886
|
)
|
|||
Interest expense, net
|
(82,165
|
)
|
|
(98,731
|
)
|
|
(122,118
|
)
|
|||
Impairment of assets
|
(19,695
|
)
|
|
(6,304
|
)
|
|
—
|
|
|||
Total expenses
|
(472,007
|
)
|
|
(468,905
|
)
|
|
(472,004
|
)
|
|||
Loss before equity in income of partnerships, gains on sales of real estate and discontinued operations
|
(39,304
|
)
|
|
(30,227
|
)
|
|
(52,657
|
)
|
|||
Equity in income of partnerships
|
10,569
|
|
|
9,778
|
|
|
8,338
|
|
|||
Gains on sales of interests in real estate, net
|
12,699
|
|
|
—
|
|
|
—
|
|
|||
Gains on sales of non-operating real estate
|
1,774
|
|
|
—
|
|
|
—
|
|
|||
Loss from continuing operations
|
(14,262
|
)
|
|
(20,449
|
)
|
|
(44,319
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Operating results from discontinued operations
|
—
|
|
|
2,812
|
|
|
4,627
|
|
|||
Impairment of assets of discontinued operations
|
—
|
|
|
(23,662
|
)
|
|
(3,805
|
)
|
|||
Gains on sales of discontinued operations
|
—
|
|
|
78,512
|
|
|
947
|
|
|||
Income from discontinued operations
|
—
|
|
|
57,662
|
|
|
1,769
|
|
|||
Net (loss) income
|
(14,262
|
)
|
|
37,213
|
|
|
(42,550
|
)
|
|||
Less: net loss (income) attributed to noncontrolling interest
|
432
|
|
|
(1,354
|
)
|
|
1,713
|
|
|||
Net (loss) income attributable to PREIT
|
(13,830
|
)
|
|
35,859
|
|
|
(40,837
|
)
|
|||
Less: preferred share dividends
|
(15,848
|
)
|
|
(15,848
|
)
|
|
(7,984
|
)
|
|||
Net (loss) income attributable to PREIT common shareholders
|
$
|
(29,678
|
)
|
|
$
|
20,011
|
|
|
$
|
(48,821
|
)
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Loss from continuing operations
|
$
|
(14,262
|
)
|
|
$
|
(20,449
|
)
|
|
$
|
(44,319
|
)
|
Preferred dividends
|
(15,848
|
)
|
|
(15,848
|
)
|
|
(7,984
|
)
|
|||
Noncontrolling interest in continuing operations
|
432
|
|
|
729
|
|
|
1,778
|
|
|||
Dividends on restricted shares
|
(380
|
)
|
|
(439
|
)
|
|
(442
|
)
|
|||
Loss from continuing operations used to calculate earnings per share – basic and diluted
|
$
|
(30,058
|
)
|
|
$
|
(36,007
|
)
|
|
$
|
(50,967
|
)
|
Income from discontinued operations
|
$
|
—
|
|
|
$
|
57,662
|
|
|
$
|
1,769
|
|
Noncontrolling interest in discontinued operations
|
—
|
|
|
(2,083
|
)
|
|
(65
|
)
|
|||
Income from discontinued operations used to calculate earnings per share – basic and diluted
|
$
|
—
|
|
|
$
|
55,579
|
|
|
$
|
1,704
|
|
|
|
|
|
|
|
||||||
Basic and diluted (loss) earnings per share:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(0.44
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.92
|
)
|
Income from discontinued operations
|
—
|
|
|
0.87
|
|
|
0.03
|
|
|||
Basic and diluted (loss) earnings per share
|
$
|
(0.44
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.89
|
)
|
|
|
|
|
|
|
||||||
(in thousands of shares)
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
68,217
|
|
|
63,662
|
|
|
55,122
|
|
|||
Effect of dilutive common share equivalents
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding – diluted
|
68,217
|
|
|
63,662
|
|
|
55,122
|
|
(1)
|
For the years ended
December 31, 2014
,
2013
and
2012
, there are net losses allocable to common shareholders from continuing operations, so the effect of common share equivalents of
696
,
876
and
1,131
for the years ended
December 31, 2014
,
2013
and
2012
, respectively, is excluded from the calculation of diluted (loss) earnings per share, as their inclusion would be anti-dilutive.
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Comprehensive (loss) income:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(14,262
|
)
|
|
$
|
37,213
|
|
|
$
|
(42,550
|
)
|
Unrealized (loss) gain on derivatives
|
(2,270
|
)
|
|
9,647
|
|
|
11,370
|
|
|||
Amortization of losses on settled swaps, net of gains
|
2,924
|
|
|
5,069
|
|
|
2,419
|
|
|||
Total comprehensive (loss) income
|
(13,608
|
)
|
|
51,929
|
|
|
(28,761
|
)
|
|||
Less: Comprehensive loss (income) attributable to noncontrolling interest
|
413
|
|
|
(1,840
|
)
|
|
1,156
|
|
|||
Comprehensive (loss) income attributable to PREIT
|
$
|
(13,195
|
)
|
|
$
|
50,089
|
|
|
$
|
(27,605
|
)
|
|
|
|
PREIT Shareholders
|
|
|
||||||||||||||||||||||||||
(in thousands of dollars, except per share
amounts)
|
Total
Equity
|
|
Series A
Preferred
Shares,
$.01 par
|
|
Series B
Preferred
Shares,
$.01 par
|
|
Shares of
Beneficial
Interest,
$1.00 par
|
|
Capital
Contributed
in Excess of
par
|
|
Accumulated
Other
Comprehensive
(Income) Loss
|
|
Distributions
in Excess of
Net Income
|
|
Non-
controlling
interest
|
||||||||||||||||
January 1, 2012
|
$
|
588,038
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55,677
|
|
|
$
|
1,047,487
|
|
|
$
|
(34,099
|
)
|
|
$
|
(524,738
|
)
|
|
$
|
43,711
|
|
Net loss
|
(42,550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,837
|
)
|
|
(1,713
|
)
|
||||||||
Other comprehensive income
|
13,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,232
|
|
|
—
|
|
|
557
|
|
||||||||
Shares issued under redemption of Operating Partnership Units
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
413
|
|
|
—
|
|
|
—
|
|
|
(441
|
)
|
||||||||
Shares issued under employee and trustee compensation plans, net of shares retired
|
(4,722
|
)
|
|
—
|
|
|
—
|
|
|
626
|
|
|
(5,348
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of deferred compensation
|
11,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Preferred Share offerings
|
194,231
|
|
|
46
|
|
|
35
|
|
|
—
|
|
|
194,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid to common shareholders ($0.63 per share)
|
(35,735
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,735
|
)
|
|
—
|
|
||||||||
Dividends paid to Series A preferred shareholders ($1.3464 per share)
|
(6,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,193
|
)
|
|
—
|
|
||||||||
Dividends paid to Series B preferred shareholders ($0.3278 per share)
|
(1,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,131
|
)
|
|
—
|
|
||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.63 per unit)
|
(1,459
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,459
|
)
|
||||||||
Amortization of historic tax credit
|
(1,810
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,810
|
)
|
||||||||
Contributions from noncontrolling interest, net
|
(257
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(257
|
)
|
||||||||
Balance December 31, 2012
|
713,229
|
|
|
46
|
|
|
35
|
|
|
56,331
|
|
|
1,247,730
|
|
|
(20,867
|
)
|
|
(608,634
|
)
|
|
38,588
|
|
||||||||
Net income
|
37,213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,859
|
|
|
1,354
|
|
||||||||
Other comprehensive income
|
14,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,230
|
|
|
—
|
|
|
486
|
|
||||||||
Shares issued in 2013 public common offering, net
|
220,511
|
|
|
—
|
|
|
—
|
|
|
11,500
|
|
|
209,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued under redemption of Operating Partnership Units
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
2,372
|
|
|
—
|
|
|
—
|
|
|
(2,544
|
)
|
||||||||
Shares issued under employee compensation plan, net of shares retired
|
566
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of deferred compensation
|
8,071
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,071
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid to common shareholders ($0.74 per share)
|
(48,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,315
|
)
|
|
—
|
|
||||||||
Dividends paid to Series A preferred shareholders ($2.0625 per share)
|
(9,488
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,488
|
)
|
|
—
|
|
||||||||
Dividends paid to Series B preferred shareholders ($1.8438 per share)
|
(6,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,361
|
)
|
|
—
|
|
||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.74 per unit)
|
(1,626
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,626
|
)
|
||||||||
Amortization of historic tax credit
|
(1,810
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,810
|
)
|
||||||||
Contributions from noncontrolling interest, net
|
(254
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
||||||||
Balance December 31, 2013
|
926,452
|
|
|
46
|
|
|
35
|
|
|
68,293
|
|
|
1,467,460
|
|
|
(6,637
|
)
|
|
(636,939
|
)
|
|
34,194
|
|
||||||||
Net loss
|
(14,262
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,830
|
)
|
|
(432
|
)
|
||||||||
Other comprehensive income
|
654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
635
|
|
|
—
|
|
|
19
|
|
||||||||
Shares issued upon redemption of Operating Partnership Units
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
||||||||
Shares issued under employee compensation plan, net of shares retired
|
(1,362
|
)
|
|
—
|
|
|
—
|
|
|
501
|
|
|
(1,863
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of deferred compensation
|
8,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid to common shareholders ($0.80 per share)
|
(54,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,988
|
)
|
|
—
|
|
||||||||
Dividends paid to Series A preferred shareholders ($2.0625 per share)
|
(9,487
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,487
|
)
|
|
—
|
|
||||||||
Dividends paid to Series B preferred shareholders ($1.8438 per share)
|
(6,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,361
|
)
|
|
—
|
|
||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.80 per unit)
|
(1,703
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,703
|
)
|
||||||||
Amortization of historic tax credit
|
(581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(581
|
)
|
||||||||
Other distributions to noncontrolling interests, net
|
(2,080
|
)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,080
|
)
|
|||||||||
Balance December 31, 2014
|
$
|
844,737
|
|
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
68,801
|
|
|
$
|
1,474,183
|
|
|
$
|
(6,002
|
)
|
|
$
|
(721,605
|
)
|
|
$
|
29,279
|
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(14,262
|
)
|
|
$
|
37,213
|
|
|
$
|
(42,550
|
)
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
135,095
|
|
|
133,162
|
|
|
128,204
|
|
|||
Amortization
|
9,505
|
|
|
12,903
|
|
|
15,951
|
|
|||
Straight-line rent adjustments
|
(1,467
|
)
|
|
(1,425
|
)
|
|
(2,234
|
)
|
|||
Provision for doubtful accounts
|
1,566
|
|
|
1,656
|
|
|
1,861
|
|
|||
Amortization of deferred compensation
|
8,455
|
|
|
8,071
|
|
|
11,028
|
|
|||
Loss on hedge ineffectiveness
|
1,761
|
|
|
3,409
|
|
|
—
|
|
|||
Gain on sales of real estate and discontinued operations
|
(14,473
|
)
|
|
(78,512
|
)
|
|
(947
|
)
|
|||
Equity in income of partnerships in excess of distributions
|
(1,675
|
)
|
|
(2,713
|
)
|
|
—
|
|
|||
Amortization of historic tax credits
|
(2,508
|
)
|
|
(2,494
|
)
|
|
(1,810
|
)
|
|||
Impairment of assets and expensed project costs
|
20,187
|
|
|
30,775
|
|
|
5,057
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Net change in other assets
|
3,921
|
|
|
(7,779
|
)
|
|
(15,167
|
)
|
|||
Net change in other liabilities
|
(1,030
|
)
|
|
1,953
|
|
|
20,931
|
|
|||
Net cash provided by operating activities
|
145,075
|
|
|
136,219
|
|
|
120,324
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash proceeds from sales of real estate investments
|
190,442
|
|
|
181,644
|
|
|
—
|
|
|||
Investments in consolidated real estate acquisitions
|
(20,000
|
)
|
|
(60,879
|
)
|
|
—
|
|
|||
Additions to construction in progress
|
(41,512
|
)
|
|
(36,456
|
)
|
|
(38,104
|
)
|
|||
Investments in real estate improvements
|
(71,346
|
)
|
|
(44,785
|
)
|
|
(43,543
|
)
|
|||
Additions to leasehold improvements
|
(1,656
|
)
|
|
(2,062
|
)
|
|
(881
|
)
|
|||
Investments in partnerships
|
(19,184
|
)
|
|
(250
|
)
|
|
(3,682
|
)
|
|||
Capitalized leasing costs
|
(5,446
|
)
|
|
(5,261
|
)
|
|
(5,336
|
)
|
|||
Increase in cash escrows
|
(2,369
|
)
|
|
(2,682
|
)
|
|
(1,404
|
)
|
|||
Cash distributions from partnerships in excess of equity in income
|
2,721
|
|
|
1,472
|
|
|
4,772
|
|
|||
Net cash provided by (used in) investing activities
|
31,650
|
|
|
30,741
|
|
|
(88,178
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings from (repayments of) term loans
|
130,000
|
|
|
(182,000
|
)
|
|
(58,000
|
)
|
|||
Net (repayments of) borrowings from revolving facilities
|
(130,000
|
)
|
|
130,000
|
|
|
(95,000
|
)
|
|||
Proceeds from mortgage loans
|
—
|
|
|
154,692
|
|
|
467,750
|
|
|||
Repayment of mortgage loans
|
(76,784
|
)
|
|
(403,691
|
)
|
|
(320,731
|
)
|
|||
Principal installments on mortgage loans
|
(17,919
|
)
|
|
(16,973
|
)
|
|
(20,311
|
)
|
|||
Payment of deferred financing costs
|
(1,918
|
)
|
|
(4,035
|
)
|
|
(1,753
|
)
|
|||
Net proceeds from issuance of common shares in public offering
|
—
|
|
|
220,511
|
|
|
—
|
|
|||
Common shares issued
|
3,270
|
|
|
2,983
|
|
|
1,788
|
|
|||
Net proceeds from issuance of Series A preferred shares
|
—
|
|
|
—
|
|
|
110,896
|
|
|||
Net proceeds from issuance of Series B preferred shares
|
—
|
|
|
—
|
|
|
83,335
|
|
|||
Repayment of Exchangeable Notes
|
—
|
|
|
—
|
|
|
(136,900
|
)
|
|||
Dividends paid to common shareholders
|
(54,988
|
)
|
|
(48,315
|
)
|
|
(35,735
|
)
|
|||
Dividends paid to preferred shareholders
|
(15,848
|
)
|
|
(15,849
|
)
|
|
(7,324
|
)
|
|||
Distributions paid to Operating Partnership unit holders and noncontrolling interest
|
(1,703
|
)
|
|
(1,626
|
)
|
|
(1,459
|
)
|
|||
Value of shares issued under equity incentive plans, net of shares retired
|
(4,632
|
)
|
|
(2,417
|
)
|
|
(6,510
|
)
|
|||
Net cash used in financing activities
|
(170,522
|
)
|
|
(166,720
|
)
|
|
(19,954
|
)
|
|||
Net change in cash and cash equivalents
|
6,203
|
|
|
240
|
|
|
12,192
|
|
|||
Cash and cash equivalents, beginning of year
|
34,230
|
|
|
33,990
|
|
|
21,798
|
|
|||
Cash and cash equivalents, end of year
|
$
|
40,433
|
|
|
$
|
34,230
|
|
|
$
|
33,990
|
|
•
|
Except for three properties that we co-manage with our partner, the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly.
|
•
|
The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business.
|
•
|
All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners.
|
•
|
Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner.
|
Buildings
|
|
20-40 years
|
Land improvements
|
|
15 years
|
Furniture/fixtures
|
|
3-10 years
|
Tenant improvements
|
|
Lease term
|
(in thousands of dollars)
|
Basis
|
|
Accumulated
Amortization
|
|
Impairment
Write-Offs
|
|
Divestitures
|
|
Total
|
||||||||||
Balance, January 1, 2012
|
$
|
12,877
|
|
|
$
|
(1,073
|
)
|
|
$
|
(4,648
|
)
|
|
$
|
—
|
|
|
$
|
7,156
|
|
Changes in goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2012
|
12,877
|
|
|
(1,073
|
)
|
|
(4,648
|
)
|
|
—
|
|
|
7,156
|
|
|||||
Changes in goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,494
|
)
|
|
(1,494
|
)
|
|||||
Balance, December 31, 2013
|
12,877
|
|
|
(1,073
|
)
|
|
(4,648
|
)
|
|
(1,494
|
)
|
|
5,662
|
|
|||||
Changes in goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2014
|
$
|
12,877
|
|
|
$
|
(1,073
|
)
|
|
$
|
(4,648
|
)
|
|
$
|
(1,494
|
)
|
|
$
|
5,662
|
|
(in thousands of dollars)
|
As of December 31, 2014
|
|
As of December 31, 2013
|
||||
Value of in-place lease intangibles
|
$
|
699
|
|
|
$
|
3,151
|
|
Above-market lease intangibles
|
91
|
|
|
262
|
|
||
Subtotal
|
790
|
|
|
3,413
|
|
||
Goodwill
|
5,662
|
|
|
5,662
|
|
||
Total intangible assets
|
$
|
6,452
|
|
|
$
|
9,075
|
|
Below-market lease intangibles
|
$
|
(2,045
|
)
|
|
$
|
(4,815
|
)
|
(in thousands of dollars)
For the Year Ending December 31,
|
Value of In-Place
Lease Intangibles
|
|
Above/(Below)
Market Leases, net
|
||||
2015
|
285
|
|
|
(291
|
)
|
||
2016
|
151
|
|
|
(246
|
)
|
||
2017
|
95
|
|
|
(155
|
)
|
||
2018
|
72
|
|
|
(153
|
)
|
||
2019
|
58
|
|
|
(137
|
)
|
||
2020 and thereafter
|
38
|
|
|
(972
|
)
|
||
Total
|
$
|
699
|
|
|
$
|
(1,954
|
)
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Development/Redevelopment:
|
|
|
|
|
|
||||||
Salaries and benefits
|
$
|
1,162
|
|
|
$
|
1,059
|
|
|
$
|
805
|
|
Real estate taxes
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
277
|
|
Interest
|
$
|
604
|
|
|
$
|
874
|
|
|
$
|
1,549
|
|
Leasing:
|
|
|
|
|
|
||||||
Salaries, commissions and benefits
|
$
|
5,446
|
|
|
$
|
5,261
|
|
|
$
|
5,336
|
|
(in millions of dollars)
|
As of December 31, 2014
|
|
As of December 31, 2013
|
||||
Aggregate cost basis for federal income tax purposes
|
$
|
3,340.2
|
|
|
$
|
3,710.1
|
|
Aggregate depreciated basis for federal income tax purposes
|
$
|
2,362.2
|
|
|
$
|
2,692.9
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Ordinary income
|
$
|
0.11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-dividend distributions
|
0.69
|
|
|
0.74
|
|
|
0.63
|
|
|||
|
$
|
0.80
|
|
|
$
|
0.74
|
|
|
$
|
0.63
|
|
|
For the Year Ended
December 31,
|
|||||||||
|
2014
|
|
2013
|
2012
|
||||||
Series A Preferred Share Dividends
|
|
|
|
|
||||||
Ordinary income
|
$
|
2.06
|
|
|
$
|
1.96
|
|
$
|
—
|
|
Non-dividend distributions
|
—
|
|
|
0.10
|
|
1.35
|
|
|||
|
$
|
2.06
|
|
|
$
|
2.06
|
|
$
|
1.35
|
|
|
|
|
|
|
||||||
Series B Preferred Share Dividends
|
|
|
|
|
||||||
Ordinary income
|
$
|
1.84
|
|
|
$
|
1.75
|
|
$
|
—
|
|
Non-dividend distributions
|
—
|
|
|
0.09
|
|
0.33
|
|
|||
|
$
|
1.84
|
|
|
$
|
1.84
|
|
$
|
0.33
|
|
|
As of December 31,
|
||||||
(in thousands of dollars)
|
2014
|
|
2013
|
||||
Buildings, improvements and construction in progress
|
$
|
2,843,326
|
|
|
$
|
3,049,758
|
|
Land, including land held for development
|
442,078
|
|
|
478,110
|
|
||
Total investments in real estate
|
3,285,404
|
|
|
3,527,868
|
|
||
Accumulated depreciation
|
(1,061,051
|
)
|
|
(1,012,746
|
)
|
||
Net investments in real estate
|
$
|
2,224,353
|
|
|
$
|
2,515,122
|
|
|
For the Year Ended
December 31,
|
||||||||||
(in thousands of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Nittany Mall
(1)
|
$
|
15,495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
North Hanover Mall
(1)
|
2,900
|
|
|
6,304
|
|
|
—
|
|
|||
South Mall
(1)
|
1,300
|
|
|
—
|
|
|
—
|
|
|||
Chambersburg Mall
(2)
|
—
|
|
|
23,662
|
|
|
—
|
|
|||
Phillipsburg Mall
(2)
|
—
|
|
|
—
|
|
|
3,805
|
|
|||
Total Impairment of Assets
|
$
|
19,695
|
|
|
$
|
29,966
|
|
|
$
|
3,805
|
|
|
|
For the year ended December 31,
|
||||||
(in thousands of dollars)
|
|
2013
|
|
2012
|
||||
Real estate revenue
|
|
$
|
10,014
|
|
|
$
|
33,046
|
|
Expenses:
|
|
|
|
|
||||
Operating expenses
|
|
(4,288
|
)
|
|
(15,340
|
)
|
||
Depreciation and amortization
|
|
(1,161
|
)
|
|
(8,877
|
)
|
||
Interest expense
|
|
(1,753
|
)
|
|
(4,202
|
)
|
||
Total expenses
|
|
(7,202
|
)
|
|
(28,419
|
)
|
||
Operating results from discontinued operations
|
|
2,812
|
|
|
4,627
|
|
||
Impairment of assets of discontinued operations
|
|
(23,662
|
)
|
|
(3,805
|
)
|
||
Gains on sales of discontinued operations
|
|
78,512
|
|
|
947
|
|
||
Income from discontinued operations
|
|
$
|
57,662
|
|
|
$
|
1,769
|
|
Sale Date
|
|
Property and Location
|
|
Description of Real Estate Sold
|
|
Capitalization
Rate
|
|
Sale Price
|
|
Gain/
(Loss)
|
|||||
|
|
|
|
(in millions of dollars)
|
|||||||||||
2014 Activity:
|
|
|
|
|
|
|
|
|
|
|
|||||
June
|
|
South Mall
Allentown, Pennsylvania
|
|
Mall
|
|
10.1
|
%
|
|
$
|
23.6
|
|
|
$
|
0.2
|
|
July
|
|
The Gallery at Market East
Philadelphia, PA
|
|
Mall (50% interest)
(1)
|
|
5.1
|
%
|
|
106.8
|
|
|
(0.6
|
)
|
||
September
|
|
North Hanover Mall,
Hanover, Pennsylvania
and
Nittany Mall
State College, Pennsylvania
|
|
Two malls (single combined transaction)
|
|
North Hanover Mall 11.0%
Nittany Mall
16.2%
|
|
|
32.3
|
|
|
(0.1
|
)
|
||
2013 Activity:
|
|
|
|
|
|
|
|
|
|
|
|||||
January
|
|
Phillipsburg Mall,
Phillipsburg, New Jersey
|
|
Mall
(2)
|
|
9.8
|
%
|
|
11.5
|
|
|
—
|
|
||
|
|
Paxton Towne Centre,
Harrisburg, Pennsylvania
|
|
Power center
(3)(4)
|
|
6.9
|
%
|
|
76.8
|
|
|
32.7
|
|
||
February
|
|
Orlando Fashion Square,
Orlando, Florida
|
|
Mall
(5)
|
|
9.8
|
%
|
|
35.0
|
|
|
0.7
|
|
||
September
|
|
Commons at Magnolia,
Florence, South Carolina
|
|
Strip center
(6)
|
|
8.9
|
%
|
|
12.3
|
|
|
4.3
|
|
||
|
|
Christiana Center,
Newark, Delaware
|
|
Power center
(3)(6)(7)
|
|
6.5
|
%
|
|
75.0
|
|
|
40.8
|
|
||
November
|
|
Chambersburg Mall,
Chambersburg, Pennsylvania
|
|
Mall
(8)
|
|
NM
(9)
|
|
|
8.5
|
|
|
—
|
|
(1)
|
We entered into a 50/50 joint venture with Macerich to redevelop The Gallery. In connection therewith, we contributed and sold real estate assets to the venture and Macerich acquired its interest in the venture and real estate from us for
$106.8 million
in cash. Net proceeds after closing costs from the sale of the interests were
$104.0 million
. We used
$25.8 million
of such proceeds to repay a mortgage loan secured by 801 Market Street, Philadelphia, Pennsylvania, a property that is part of The Gallery,
$50.0 million
to repay the outstanding balance on our 2013 Revolving Facility, and the remaining proceeds for general corporate purposes.
|
(2)
|
We used proceeds of
$11.5 million
plus
$4.5 million
of available working capital to pay for the release of the lien on this property, which secured a portion of our 2010 Credit Facility (as defined in note 4).
|
(3)
|
We divested goodwill of
$0.7 million
and
$0.8 million
in connection with the dispositions of Paxton Towne Centre and Christiana Center, respectively.
|
(4)
|
We used proceeds from the sale of this property to repay the
$50.0 million
mortgage loan secured by the property.
|
(5)
|
We used proceeds of
$35.0 million
plus a nominal amount of available working capital to pay for the release of the lien on this property, which secured a portion of our 2010 Credit Facility.
|
(6)
|
We used combined proceeds from the sales of these properties to repay
$35.0 million
of amounts outstanding under our 2013 Revolving Facility and we used the remaining proceeds for general corporate purposes.
|
(7)
|
The buyer of this property assumed the
$49.2 million
mortgage loan secured by this property.
|
(8)
|
We used proceeds from the sale of this property for general corporate purposes.
|
(9)
|
The capitalization rate was not meaningful in the context of this transaction.
|
|
As of December 31,
|
||||||
(in millions of dollars)
|
2014
|
|
2013
|
||||
Construction in progress
|
$
|
60.5
|
|
|
$
|
68.8
|
|
Land held for development
|
8.7
|
|
|
8.7
|
|
||
Deferred costs and other assets
|
1.3
|
|
|
1.1
|
|
||
Total capitalized construction and development activities
|
$
|
70.5
|
|
|
$
|
78.6
|
|
|
As of December 31,
|
||||||
(in thousands of dollars)
|
2014
|
|
2013
|
||||
ASSETS:
|
|
|
|
||||
Investments in real estate, at cost:
|
|
|
|
||||
Retail properties
|
$
|
654,024
|
|
|
$
|
416,964
|
|
Construction in progress
|
41,919
|
|
|
2,298
|
|
||
Total investments in real estate
|
695,943
|
|
|
419,262
|
|
||
Accumulated depreciation
|
(190,100
|
)
|
|
(169,369
|
)
|
||
Net investments in real estate
|
505,843
|
|
|
249,893
|
|
||
Cash and cash equivalents
|
15,229
|
|
|
15,327
|
|
||
Deferred costs and other assets, net
|
37,274
|
|
|
19,474
|
|
||
Total assets
|
558,346
|
|
|
284,694
|
|
||
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT):
|
|
|
|
||||
Mortgage loans
|
383,190
|
|
|
398,717
|
|
||
Other liabilities
|
34,314
|
|
|
9,667
|
|
||
Total liabilities
|
417,504
|
|
|
408,384
|
|
||
Net equity (deficit)
|
140,842
|
|
|
(123,690
|
)
|
||
Partners’ share
|
74,663
|
|
|
(66,325
|
)
|
||
Company’s share
|
66,179
|
|
|
(57,365
|
)
|
||
Excess investment
(1)
|
8,747
|
|
|
8,837
|
|
||
Net investments and advances
|
$
|
74,926
|
|
|
$
|
(48,528
|
)
|
|
|
|
|
||||
Investment in partnerships, at equity
|
$
|
140,882
|
|
|
$
|
15,963
|
|
Distributions in excess of partnership investments
|
(65,956
|
)
|
|
(64,491
|
)
|
||
Net investments and advances
|
$
|
74,926
|
|
|
$
|
(48,528
|
)
|
(1)
|
Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income of partnerships.”
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2014
|
|
2013
|
|
2012
|
||||||
Real estate revenue
|
$
|
95,643
|
|
|
$
|
81,020
|
|
|
$
|
77,533
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
(32,992
|
)
|
|
(24,104
|
)
|
|
(23,023
|
)
|
|||
Interest expense
|
(21,805
|
)
|
|
(22,228
|
)
|
|
(22,573
|
)
|
|||
Depreciation and amortization
|
(19,521
|
)
|
|
(14,401
|
)
|
|
(14,447
|
)
|
|||
Total expenses
|
(74,318
|
)
|
|
(60,733
|
)
|
|
(60,043
|
)
|
|||
Net income
|
21,325
|
|
|
20,287
|
|
|
17,490
|
|
|||
Less: Partners’ share
|
(10,637
|
)
|
|
(10,096
|
)
|
|
(8,738
|
)
|
|||
Company’s share
|
10,688
|
|
|
10,191
|
|
|
8,752
|
|
|||
Amortization of excess investment
|
(119
|
)
|
|
(413
|
)
|
|
(414
|
)
|
|||
Equity in income of partnerships
|
$
|
10,569
|
|
|
$
|
9,778
|
|
|
$
|
8,338
|
|
|
Company’s Proportionate Share
|
|
|
||||||||||||
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Amortization
|
|
Balloon
Payments
|
|
Total
|
|
Property
Total
|
||||||||
2015
|
$
|
3,263
|
|
|
$
|
35,221
|
|
|
$
|
38,484
|
|
|
$
|
77,015
|
|
2016
|
2,805
|
|
|
—
|
|
|
2,805
|
|
|
5,658
|
|
||||
2017
|
2,925
|
|
|
3,283
|
|
|
6,208
|
|
|
14,085
|
|
||||
2018
|
3,030
|
|
|
402
|
|
|
3,432
|
|
|
7,669
|
|
||||
2019
|
3,202
|
|
|
—
|
|
|
3,202
|
|
|
6,404
|
|
||||
2020 and thereafter
|
5,998
|
|
|
130,181
|
|
|
136,179
|
|
|
272,359
|
|
||||
|
$
|
21,223
|
|
|
$
|
169,087
|
|
|
$
|
190,310
|
|
|
$
|
383,190
|
|
|
|
As of or for the year ended December 31,
|
||||||
(in thousands of dollars)
|
|
2014
|
|
2013
|
||||
Total assets
|
|
$
|
51,703
|
|
|
$
|
55,592
|
|
Mortgage payable
|
|
131,394
|
|
|
133,542
|
|
||
Revenues
|
|
36,605
|
|
|
35,628
|
|
||
Property operating expenses
|
|
10,027
|
|
|
9,817
|
|
||
Interest expense
|
|
7,839
|
|
|
7,962
|
|
||
Net income
|
|
14,932
|
|
|
14,515
|
|
||
PREIT’s share of equity in income of partnership
|
|
7,466
|
|
|
7,258
|
|
Financing Date
|
Property
|
|
Amount Financed or
Extended
(in millions of dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
||
2014 Activity:
|
|
|
|
|
|
|
|
||
December
|
Gloucester Premium Outlets
|
|
$
|
1.6
|
|
|
LIBOR plus 1.50%
|
|
June 2018
|
(1)
|
The unconsolidated entity that owns Gloucester Premium Outlets entered into this construction mortgage loan. The construction mortgage loan has a maximum availability of
$90.0 million
, of which
$88.4 million
is available as of December 31, 2014 (after minimum construction thresholds are achieved). Our interest in the unconsolidated entity is
25%
.
|
Level
|
Ratio of Total Liabilities to Gross Asset Value
|
Applicable Margin
|
|
1
|
Less than 0.450 to 1.00
|
1.50
|
%
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.70
|
%
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
|
1.85
|
%
|
4
|
Equal to or greater than 0.550 to 1.00
|
2.05
|
%
|
Level
|
Ratio of Total Liabilities
to Gross Asset Value
|
5 Year Term Loan
Applicable Margin
|
7 Year Term Loan
Applicable Margin
|
1
|
Less than 0.450 to 1.00
|
1.35%
|
1.80%
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.45%
|
1.95%
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
|
1.60%
|
2.15%
|
4
|
Equal to or greater than 0.550 to 1.00
|
1.90%
|
2.35%
|
(in millions of dollars)
|
5 Year Term Loan
|
|
7 Year Term Loan
|
||||
Total facility
|
$
|
150.0
|
|
|
$
|
100.0
|
|
Amount outstanding
|
$
|
100.0
|
|
|
$
|
30.0
|
|
Interest rate
|
1.61
|
%
|
|
2.11
|
%
|
||
Maturity date
|
January 2019
|
|
|
January 2021
|
|
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Amortization
|
|
Balloon
Payments
|
|
Total
|
||||||
2015
|
$
|
20,923
|
|
|
$
|
270,799
|
|
|
$
|
291,722
|
|
2016
|
12,830
|
|
|
219,480
|
|
|
232,310
|
|
|||
2017
|
12,411
|
|
|
150,000
|
|
|
162,411
|
|
|||
2018
|
12,085
|
|
|
141,532
|
|
|
153,617
|
|
|||
2019
|
12,450
|
|
|
28,050
|
|
|
40,500
|
|
|||
2020 and thereafter
|
34,792
|
|
|
492,595
|
|
|
527,387
|
|
|||
|
$
|
105,491
|
|
|
$
|
1,302,456
|
|
|
$
|
1,407,947
|
|
|
2014
|
|
2013
|
||||||||||||
(in millions of dollars)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Mortgage loans
|
$
|
1,407.9
|
|
|
$
|
1,415.5
|
|
|
$
|
1,502.7
|
|
|
$
|
1,467.9
|
|
Financing Date
|
Property
|
|
Amount Financed or
Extended
(in millions of dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
2013 Activity:
|
|
|
|
|
|
|
|
February
|
Francis Scott Key Mall
(1)(2)
|
|
$62.6
|
|
LIBOR plus 2.60%
|
|
March 2018
|
February
|
Lycoming Mall
(3)
|
|
35.5
|
|
LIBOR plus 2.75%
|
|
March 2018
|
February
|
Viewmont Mall
(1)
|
|
48.0
|
|
LIBOR plus 2.60%
|
|
March 2018
|
March
|
Dartmouth Mall
|
|
67.0
|
|
3.97% fixed
|
|
April 2018
|
September
|
Logan Valley Mall
(4)
|
|
51.0
|
|
LIBOR plus 2.10%
|
|
September 2014
|
December
|
Wyoming Valley Mall
(5)
|
|
78.0
|
|
5.17% fixed
|
|
December 2023
|
(1)
|
Interest only payments.
|
(2)
|
The mortgage loan may be increased by
$5.8 million
subject to certain prescribed conditions.
|
(3)
|
The initial amount of the mortgage loan was
$28.0 million
. We took additional draws of
$5.0 million
in October 2009 and
$2.5 million
in March 2010. The mortgage loan was amended in February 2013 to lower the interest rate to LIBOR plus
2.75%
and to extend the maturity date to March 2018. In February 2013, the unamortized balance of the mortgage loan was
$33.4 million
before we borrowed an additional
$2.1 million
to bring the total amount financed to
$35.5 million
.
|
(4)
|
The initial amount of the mortgage loan was
$68.0 million
. We repaid
$5.0 million
in September 2011 and
$12.0 million
in September 2013. We exercised our right under the loan in September 2013 to extend the maturity date to September 2014. We repaid the loan in July 2014.
|
(5)
|
Interest only payments until March 2015. Principal and interest payments commencing in April 2015.
|
(in millions of dollars)
Notional Value
|
Fair Value at
December 31, 2014
(1)
|
|
Fair Value at
December 31, 2013
(1)
|
|
Interest
Rate
|
|
Maturity Date
|
|||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|||||
25.0
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
1.10
|
%
|
|
July 31, 2016
|
28.1
|
(0.4
|
)
|
|
(0.5
|
)
|
|
1.38
|
%
|
|
January 2, 2017
|
||
34.0
|
0.1
|
|
|
0.2
|
|
|
3.72
|
%
|
|
December 1, 2017
|
||
7.6
|
—
|
|
|
0.1
|
|
|
1.00
|
%
|
|
January 1, 2018
|
||
55.0
|
—
|
|
|
0.2
|
|
|
1.12
|
%
|
|
January 1, 2018
|
||
48.0
|
—
|
|
|
0.2
|
|
|
1.12
|
%
|
|
January 1, 2018
|
||
30.0
|
(0.4
|
)
|
|
N/A
|
|
|
1.78
|
%
|
|
January 2, 2019
|
||
20.0
|
(0.3
|
)
|
|
N/A
|
|
|
1.78
|
%
|
|
January 2, 2019
|
||
20.0
|
(0.3
|
)
|
|
N/A
|
|
|
1.78
|
%
|
|
January 2, 2019
|
||
20.0
|
(0.3
|
)
|
|
N/A
|
|
|
1.79
|
%
|
|
January 2, 2019
|
||
20.0
|
(0.3
|
)
|
|
N/A
|
|
|
1.79
|
%
|
|
January 2, 2019
|
||
20.0
|
(0.3
|
)
|
|
N/A
|
|
|
1.79
|
%
|
|
January 1, 2019
|
||
|
$
|
(2.4
|
)
|
|
$
|
(0.1
|
)
|
|
|
|
|
(1)
|
As of
December 31, 2014
and
December 31, 2013
, derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy and we do not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3).
|
|
For the Year Ended December 31,
|
|
Consolidated
Statements of
Operations Location
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
||||||
Interest rate products
|
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in Other Comprehensive Income (Loss) on derivatives
|
$
|
(1.9
|
)
|
|
$
|
8.2
|
|
|
$
|
(3.8
|
)
|
|
N/A
|
Loss reclassified from Accumulated Other Comprehensive Income (Loss) into income (effective portion)
|
4.3
|
|
|
9.9
|
|
|
18.8
|
|
|
Interest expense
|
|||
Loss recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
(1.8
|
)
|
|
(3.4
|
)
|
|
(1.2
|
)
|
|
Interest expense
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
Unvested at January 1, 2012
|
950,226
|
|
|
$
|
12.65
|
|
Shares granted
|
459,526
|
|
|
14.46
|
|
|
Shares vested
|
(664,574
|
)
|
|
11.50
|
|
|
Shares forfeited
|
(20,442
|
)
|
|
14.22
|
|
|
Unvested at December 31, 2012
|
724,736
|
|
|
$
|
14.81
|
|
Shares granted
|
253,920
|
|
|
18.54
|
|
|
Shares vested
|
(392,917
|
)
|
|
13.74
|
|
|
Shares forfeited
|
(2,300
|
)
|
|
16.41
|
|
|
Unvested at December 31, 2013
|
583,439
|
|
|
$
|
17.15
|
|
Shares granted
|
253,922
|
|
|
19.20
|
|
|
Shares vested
|
(374,213
|
)
|
|
16.16
|
|
|
Shares forfeited
|
(25,099
|
)
|
|
18.46
|
|
|
Unvested as of December 31, 2014
|
438,049
|
|
|
$
|
19.11
|
|
(in thousands of dollars)
For the Year Ending December 31,
|
Future
Compensation
Expense
|
||
2015
|
$
|
2,339
|
|
2016
|
1,200
|
|
|
2017
|
156
|
|
|
Total
|
$
|
3,695
|
|
|
RSUs and assumptions by Grant Date
|
||||||||||
|
February 26, 2014
|
|
February 27,
2013
|
|
April 23,
2012 |
|
April 9,
2012 |
||||
RSUs granted
|
127,353
|
|
|
112,898
|
|
|
80,744
|
|
|
134,761
|
|
Volatility
|
37.7
|
%
|
|
44.7
|
%
|
|
57.2
|
%
|
|
61.5
|
%
|
Risk free interest rate
|
0.68
|
%
|
|
0.36
|
%
|
|
0.39
|
%
|
|
0.46
|
%
|
PREIT Stock Beta compared to Dow Jones US Real Estate Index
|
1.492
|
|
|
1.472
|
|
|
1.457
|
|
|
1.495
|
|
|
Weighted
Average
Exercise
Price/
Total
|
|
2003
Equity
Incentive
Plan
|
|
1990
Non-Employee
Trustee Plan
|
||||||
Options outstanding at January 1, 2012
|
30,932
|
|
|
15,932
|
|
|
15,000
|
|
|||
Options forfeited
|
$
|
22.55
|
|
|
(932
|
)
|
|
—
|
|
||
Options granted
|
$
|
12.87
|
|
|
5,000
|
|
|
—
|
|
||
Options exercised
|
$
|
5.41
|
|
|
(5,000
|
)
|
|
—
|
|
||
Options outstanding at December 31, 2012
|
30,000
|
|
|
15,000
|
|
|
15,000
|
|
|||
Options forfeited
|
$
|
32.89
|
|
|
—
|
|
|
(15,000
|
)
|
||
Options granted
|
$
|
20.40
|
|
|
5,000
|
|
|
—
|
|
||
Options outstanding at December 31, 2013
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|||
Options forfeited
|
$
|
34.55
|
|
|
(5,000
|
)
|
|
—
|
|
||
Options outstanding at December 31, 2014
(1)
|
15,000
|
|
|
15,000
|
|
|
—
|
|
|||
Outstanding exercisable and unexercisable options
|
|
|
|
|
|
||||||
Average exercise price per share
|
$
|
23.67
|
|
|
$
|
23.67
|
|
|
$
|
—
|
|
Aggregate exercise price
(2)
|
$
|
357
|
|
|
$
|
357
|
|
|
$
|
—
|
|
Intrinsic value of options outstanding
(2)
|
$
|
31
|
|
|
$
|
31
|
|
|
$
|
—
|
|
Outstanding exercisable options at December 31, 2014
|
|
|
|
|
|
||||||
Options
|
8,750
|
|
|
8,750
|
|
|
—
|
|
|||
Average exercise price per share
|
$
|
28.30
|
|
|
$
|
28.30
|
|
|
$
|
—
|
|
Aggregate exercise price
(2)
|
$
|
248
|
|
|
$
|
248
|
|
|
$
|
—
|
|
Intrinsic value of options outstanding
(2)
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
—
|
|
(1)
|
The weighted average remaining contractual life of these outstanding options is
5.53 years
(weighted average exercise price of
$23.67
per share and an aggregate exercise price of
$0.4 million
).
|
(2)
|
Amounts in thousands of dollars.
|
|
Options Outstanding as of
December 31, 2014
|
|
Options Exercisable as of
December 31, 2014
|
||||||||||||
Range of Exercise
Prices (Per Share)
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
(Per Share)
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
(Per Share)
|
|
Weighted
Average
Remaining
Life (Years)
|
||||||
$12.87-$18.99
|
5,000
|
|
|
$
|
12.87
|
|
|
2,500
|
|
|
$
|
12.87
|
|
|
7.3
|
$19.00-$28.99
|
5,000
|
|
|
$
|
20.40
|
|
|
1,250
|
|
|
$
|
20.40
|
|
|
8.3
|
$29.00-$38.00
|
5,000
|
|
|
$
|
38.00
|
|
|
5,000
|
|
|
$
|
38.00
|
|
|
0.9
|
(in thousands of dollars)
For the Year Ending December 31,
|
Operating Leases
|
|
Ground Leases
|
||||
2015
|
$
|
2,089
|
|
|
$
|
167
|
|
2016
|
1,861
|
|
|
167
|
|
||
2017
|
1,680
|
|
|
167
|
|
||
2018
|
1,547
|
|
|
150
|
|
||
2019
|
1,168
|
|
|
79
|
|
||
2020 and thereafter
|
—
|
|
|
1,497
|
|
||
|
$
|
8,345
|
|
|
$
|
2,227
|
|
(in thousands of dollars, except per share amounts)
For the Year Ended December 31, 2014
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
(1)
|
|
Total
|
||||||||||
Revenue from continuing operations
|
$
|
109,386
|
|
|
$
|
106,825
|
|
|
$
|
105,137
|
|
|
$
|
111,355
|
|
|
$
|
432,703
|
|
Net income (loss)
(2)(3)
|
(8,356
|
)
|
|
(24,050
|
)
|
|
(886
|
)
|
|
19,030
|
|
|
(14,262
|
)
|
|||||
Net income (loss) attributable to PREIT
(2)(3)
|
(8,104
|
)
|
|
(23,325
|
)
|
|
(859
|
)
|
|
18,458
|
|
|
(13,830
|
)
|
|||||
Net income (loss) per share – basic
|
(0.18
|
)
|
|
(0.40
|
)
|
|
(0.07
|
)
|
|
0.21
|
|
|
(0.44
|
)
|
|||||
Net income (loss) per share – diluted
|
(0.18
|
)
|
|
(0.40
|
)
|
|
(0.07
|
)
|
|
0.21
|
|
|
(0.44
|
)
|
(in thousands of dollars, except per share amounts)
For the Year Ended December 31, 2013
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
(1)
|
|
Total
|
||||||||||
Revenue from continuing operations
|
$
|
104,065
|
|
|
$
|
104,943
|
|
|
$
|
110,274
|
|
|
$
|
119,396
|
|
|
$
|
438,678
|
|
Revenue from discontinued operations
|
4,143
|
|
|
2,746
|
|
|
2,491
|
|
|
634
|
|
|
10,014
|
|
|||||
Income (loss) from discontinued operations
(2)
|
34,276
|
|
|
1,000
|
|
|
21,978
|
|
|
408
|
|
|
57,662
|
|
|||||
Net income (loss)
(2)(3)
|
25,807
|
|
|
(9,009
|
)
|
|
12,584
|
|
|
7,831
|
|
|
37,213
|
|
|||||
Net loss attributable to PREIT
(3)
|
24,802
|
|
|
(8,695
|
)
|
|
12,202
|
|
|
7,550
|
|
|
35,859
|
|
|||||
Income (loss) from discontinued operations per share – basic and diluted
|
0.59
|
|
|
0.02
|
|
|
0.32
|
|
|
0.01
|
|
|
0.87
|
|
|||||
Net loss per share – basic and diluted
|
0.37
|
|
|
(0.20
|
)
|
|
0.12
|
|
|
0.05
|
|
|
0.31
|
|
(1)
|
Fourth Quarter revenue includes a significant portion of annual percentage rent as most percentage rent minimum sales levels are met in the fourth quarter.
|
(2)
|
Includes impairment losses of
$1.3 million
(1st Quarter 2014),
$16.1 million
(2nd Quarter 2014) and
$2.3 million
(3rd Quarter 2014). Includes impairment losses on discontinued operations of
$23.7 million
(3
rd
Quarter 2013).
|
(3)
|
Includes gains on sales of interests in real estate of
$13.1 million
(4th Quarter 2014) and gains on sales of non operating real estate of
$1.8 million
(4th Quarter 2014). Includes gains on sales of discontinued operations (before non controlling interest) of
$33.4 million
(1
st
Quarter 2013),
$45.1 million
(3
rd
Quarter 2013).
|
(in thousands of dollars)
|
Initial Cost
of Land
|
|
Initial Cost of
Building &
Improvements
|
|
Cost of
Improvements
Net of
Retirements
and
Impairment
Charges
|
|
Balance of
Land and
Land
Held for
Develop-
ment
|
|
Balance of
Building &
Improvements
and
Construction
in Progress
|
|
Accumulated
Depreciation
Balance
|
|
Current
Encumbrance
|
|
Date of
Acquisition/
Construction
|
|
Life of
Depre-
ciation
|
||||||||||||||
Operating Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beaver Valley Mall
|
$
|
10,822
|
|
|
$
|
42,877
|
|
|
$
|
20,421
|
|
|
$
|
10,550
|
|
|
$
|
63,570
|
|
|
$
|
(30,465
|
)
|
|
$
|
—
|
|
|
2002
|
|
30
|
Capital City Mall
|
11,642
|
|
|
65,575
|
|
|
22,601
|
|
|
11,642
|
|
|
88,176
|
|
|
(34,420
|
)
|
|
63,177
|
|
|
2003
|
|
40
|
|||||||
Cherry Hill Mall
|
29,938
|
|
|
185,611
|
|
|
254,945
|
|
|
48,608
|
|
|
421,886
|
|
|
(163,178
|
)
|
|
298,231
|
|
|
2003
|
|
40
|
|||||||
Crossroads Mall
|
5,054
|
|
|
22,496
|
|
|
21,517
|
|
|
5,627
|
|
|
43,440
|
|
|
(15,098
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Cumberland Mall
|
8,711
|
|
|
43,889
|
|
|
15,196
|
|
|
9,842
|
|
|
57,954
|
|
|
(17,412
|
)
|
|
49,171
|
|
|
2005
|
|
40
|
|||||||
Dartmouth Mall
|
7,015
|
|
|
28,328
|
|
|
29,201
|
|
|
7,015
|
|
|
57,529
|
|
|
(32,540
|
)
|
|
64,968
|
|
|
1998
|
|
40
|
|||||||
Exton Square Mall
|
21,460
|
|
|
121,326
|
|
|
15,837
|
|
|
22,156
|
|
|
136,467
|
|
|
(41,473
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Francis Scott Key Mall
|
9,786
|
|
|
47,526
|
|
|
34,678
|
|
|
9,639
|
|
|
82,351
|
|
|
(28,480
|
)
|
|
62,625
|
|
|
2003
|
|
40
|
|||||||
Gadsden Mall
|
8,842
|
|
|
42,681
|
|
|
12,778
|
|
|
8,617
|
|
|
55,684
|
|
|
(16,483
|
)
|
|
—
|
|
|
2005
|
|
40
|
|||||||
Jacksonville Mall
|
9,974
|
|
|
47,802
|
|
|
26,399
|
|
|
9,974
|
|
|
74,201
|
|
|
(27,148
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Logan Valley Mall
|
13,267
|
|
|
68,449
|
|
|
19,171
|
|
|
13,267
|
|
|
87,620
|
|
|
(32,222
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Lycoming Mall
|
10,274
|
|
|
43,440
|
|
|
26,907
|
|
|
10,793
|
|
|
69,828
|
|
|
(26,547
|
)
|
|
33,963
|
|
|
2003
|
|
40
|
|||||||
Magnolia Mall
|
9,279
|
|
|
44,165
|
|
|
37,281
|
|
|
15,204
|
|
|
75,521
|
|
|
(37,033
|
)
|
|
55,679
|
|
|
1998
|
|
40
|
|||||||
Monroe Marketplace
|
4,850
|
|
|
—
|
|
|
(1,454
|
)
|
|
3,130
|
|
|
266
|
|
|
(60
|
)
|
|
—
|
|
|
2006
|
|
10
|
|||||||
Moorestown Mall
|
11,368
|
|
|
62,995
|
|
|
59,137
|
|
|
11,368
|
|
|
122,132
|
|
|
(39,061
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
New River Valley Mall
|
4,751
|
|
|
22,808
|
|
|
31,781
|
|
|
4,786
|
|
|
54,554
|
|
|
(27,497
|
)
|
|
28,050
|
|
|
2003
|
|
40
|
|||||||
Palmer Park Mall
|
3,747
|
|
|
18,805
|
|
|
12,165
|
|
|
3,747
|
|
|
30,970
|
|
|
(15,002
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Patrick Henry Mall
|
16,075
|
|
|
86,643
|
|
|
43,715
|
|
|
16,397
|
|
|
130,036
|
|
|
(53,642
|
)
|
|
85,013
|
|
|
2003
|
|
40
|
|||||||
Pitney Road Plaza
|
905
|
|
|
—
|
|
|
433
|
|
|
301
|
|
|
1,037
|
|
|
(13
|
)
|
|
—
|
|
|
2006
|
|
40
|
|||||||
Plymouth Meeting Mall
|
29,265
|
|
|
58,388
|
|
|
86,197
|
|
|
29,947
|
|
|
143,903
|
|
|
(54,036
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
The Mall at Prince Georges
|
13,065
|
|
|
57,686
|
|
|
33,024
|
|
|
13,066
|
|
|
90,709
|
|
|
(45,879
|
)
|
|
150,000
|
|
|
1998
|
|
40
|
|||||||
Sunrise Plaza land
|
1,739
|
|
|
—
|
|
|
(902
|
)
|
|
837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2005
|
|
N/A
|
|||||||
Swedes Square land
|
189
|
|
|
—
|
|
|
18
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2004
|
|
N/A
|
|||||||
Uniontown Mall
|
—
|
|
|
30,761
|
|
|
12,990
|
|
|
—
|
|
|
43,751
|
|
|
(15,972
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Valley Mall
|
13,187
|
|
|
60,658
|
|
|
27,014
|
|
|
13,187
|
|
|
87,672
|
|
|
(32,217
|
)
|
|
80,930
|
|
|
2003
|
|
40
|
|||||||
Valley View Mall
|
9,880
|
|
|
46,817
|
|
|
23,145
|
|
|
9,936
|
|
|
69,906
|
|
|
(20,426
|
)
|
|
30,162
|
|
|
2003
|
|
40
|
|||||||
Viewmont Mall
|
12,505
|
|
|
61,519
|
|
|
24,622
|
|
|
12,606
|
|
|
86,040
|
|
|
(29,834
|
)
|
|
48,000
|
|
|
2003
|
|
40
|
|||||||
Voorhees Town Center
|
2,506
|
|
|
7,807
|
|
|
73,777
|
|
|
4,256
|
|
|
79,834
|
|
|
(28,152
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Washington Crown Center
|
5,460
|
|
|
27,136
|
|
|
18,997
|
|
|
5,282
|
|
|
46,311
|
|
|
(16,747
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Willow Grove Park
|
26,748
|
|
|
131,189
|
|
|
78,300
|
|
|
36,188
|
|
|
200,049
|
|
|
(73,261
|
)
|
|
136,106
|
|
|
2003
|
|
40
|
|||||||
Wiregrass Commons
|
5,103
|
|
|
28,758
|
|
|
22,678
|
|
|
7,923
|
|
|
48,616
|
|
|
(16,939
|
)
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Woodland Mall
|
35,540
|
|
|
124,504
|
|
|
32,932
|
|
|
17,577
|
|
|
175,399
|
|
|
(51,048
|
)
|
|
143,872
|
|
|
2005
|
|
40
|
|||||||
Wyoming Valley Mall
|
14,153
|
|
|
73,035
|
|
|
24,886
|
|
|
13,302
|
|
|
98,772
|
|
|
(37,980
|
)
|
|
78,000
|
|
|
2003
|
|
40
|
|||||||
Chestnut Street Retail
|
1,036
|
|
|
5,152
|
|
|
—
|
|
|
1,036
|
|
|
5,152
|
|
|
(258
|
)
|
|
—
|
|
|
2014
|
|
40
|
|||||||
Walnut Street Retail
|
3,483
|
|
|
10,556
|
|
|
—
|
|
|
3,483
|
|
|
10,556
|
|
|
(528
|
)
|
|
—
|
|
|
2014
|
|
40
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Development Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
White Clay Point land
|
31,000
|
|
|
11,803
|
|
|
(8,017
|
)
|
|
31,516
|
|
|
3,270
|
|
|
—
|
|
|
—
|
|
|
2005
|
|
N/A
|
|||||||
Springhills land
|
21,555
|
|
|
9,827
|
|
|
(12,152
|
)
|
|
19,066
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
2006
|
|
N/A
|
|||||||
Investment In Real Estate
|
$
|
424,174
|
|
|
$
|
1,741,012
|
|
|
$
|
1,120,218
|
|
|
$
|
442,078
|
|
|
$
|
2,843,326
|
|
|
$
|
(1,061,051
|
)
|
|
$
|
1,407,947
|
|
|
|
|
|
(in thousands of dollars)
Total Real Estate Assets:
|
For the Year Ended December 31,
|
||||||||||
2014
|
|
2013
|
|
2012
|
|||||||
Balance, beginning of year
|
$
|
3,527,868
|
|
|
$
|
3,477,540
|
|
|
$
|
3,576,997
|
|
Improvements and development
|
103,946
|
|
|
79,345
|
|
|
77,040
|
|
|||
Acquisitions
|
20,227
|
|
|
59,078
|
|
|
—
|
|
|||
Impairment of assets
|
(33,536
|
)
|
|
(37,708
|
)
|
|
(3,805
|
)
|
|||
Dispositions
|
(331,480
|
)
|
|
(45,047
|
)
|
|
(89
|
)
|
|||
Write-off of fully depreciated assets
|
(1,621
|
)
|
|
(5,340
|
)
|
|
(13,216
|
)
|
|||
Reclassification to held for sale
|
—
|
|
|
—
|
|
|
(159,387
|
)
|
|||
Balance, end of year
|
$
|
3,285,404
|
|
|
$
|
3,527,868
|
|
|
$
|
3,477,540
|
|
Balance, end of year – held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
159,387
|
|
(in thousands of dollars)
Accumulated Depreciation:
|
For the Year Ended December 31,
|
||||||||||
2014
|
|
2013
|
|
2012
|
|||||||
Balance, beginning of year
|
$
|
1,012,746
|
|
|
$
|
907,928
|
|
|
$
|
844,010
|
|
Depreciation expense
|
133,699
|
|
|
132,114
|
|
|
127,591
|
|
|||
Impairment of assets
|
(13,841
|
)
|
|
(7,742
|
)
|
|
—
|
|
|||
Dispositions
|
(69,933
|
)
|
|
(14,214
|
)
|
|
—
|
|
|||
Write-off of fully depreciated assets
|
(1,620
|
)
|
|
(5,340
|
)
|
|
(13,216
|
)
|
|||
Reclassification to held for sale
|
—
|
|
|
—
|
|
|
(50,457
|
)
|
|||
Balance, end of year
|
$
|
1,061,051
|
|
|
$
|
1,012,746
|
|
|
$
|
907,928
|
|
Balance, end of year – held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,457
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.9
|
|
First Amendment to Five Year Term Loan dated as of November 3, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
10.12
|
|
First Amendment to Seven Year Term Loan dated as of November 3, 2014 by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., PREIT and the financial institutions party thereto.
|
|
|
|
21
|
|
Direct and Indirect Subsidiaries of the Registrant.
|
|
|
|
23.1
|
|
Consent of KPMG LLP (Independent Registered Public Accounting Firm).
|
|
|
|
23.2
|
|
Consent of Ernst and Young LLP (Independent Auditors).
|
|
|
|
24
|
|
Power of Attorney (included on signature page to this Form 10-K).
|
|
|
|
31.1
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99.1
|
|
Audited Financial Statements of Lehigh Valley Associates and Subsidiary as of December 31, 2014 and 2013, and for the three years ended December 31, 2014
|
|
|
|
101
|
|
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Annual Report on Form 10-K for the period ended December 31, 2014 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2014 and 2013; (ii) Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements.
|
Limited Partnerships
|
Jurisdiction of Organization
|
801 Developers, LP
|
Pennsylvania
|
Bala Cynwyd Associates, LP
|
Pennsylvania
|
Cumberland Mall Associates
|
New Jersey
|
Plymouth Ground Associates, LP
|
Pennsylvania
|
PR 8-10 Market LP
|
Delaware
|
PR 907 MARKET MEZZ LP
|
Delaware
|
PR AEKI Plymouth, LP
|
Delaware
|
PR Beaver Valley Limited Partnership
|
Pennsylvania
|
PR BOS LP
|
Pennsylvania
|
PR Capital City Limited Partnership
|
Pennsylvania
|
PR CC Limited Partnership
|
Pennsylvania
|
PR Chestnut Associates, LP
|
Pennsylvania
|
PR Echelon Limited Partnership
|
Pennsylvania
|
PR Exton Limited Partnership
|
Pennsylvania
|
PR Exton Outparcel Holdings, LP
|
Pennsylvania
|
PR Exton Outparcel Limited Partnership
|
Pennsylvania
|
PR Exton Square Property L.P.
|
Delaware
|
PR Financing Limited Partnership
|
Delaware
|
PR Gainesville Limited Partnership
|
Delaware
|
PR Gallery II Limited Partnership
|
Pennsylvania
|
PR GV LP
|
Delaware
|
PR Holding Sub Limited Partnership
|
Pennsylvania
|
PR Jacksonville Limited Partnership
|
Pennsylvania
|
PR Logan Valley Limited Partnership
|
Pennsylvania
|
PR Lycoming Limited Partnership
|
Pennsylvania
|
PR Monroe Old Trail Holdings LP
|
Pennsylvania
|
PR Monroe Old Trail Limted Partnership
|
Pennsylvania
|
PR Monroe Unit 10C Holdings, L.P.
|
Pennsylvania
|
PR Monroe Unit 10C Limited Partnership
|
Pennsylvania
|
PR Monroe Unit One Holdings, L.P.
|
Pennsylvania
|
PR Monroe Unit One Limited Partnership
|
Pennsylvania
|
PR Moorestown Limited Partnership
|
Pennsylvania
|
PR New Castle Associates
|
Pennsylvania
|
PR New Garden Limited Partnership
|
Pennsylvania
|
PR New Garden Residential Limited Partnership
|
Pennsylvania
|
PR New Garden/Chesco Holdings Limited Partnership
|
Pennsylvania
|
PR New Garden/Chesco Limited Partnership
|
Pennsylvania
|
PR Outdoor, L.P.
|
Pennsylvania
|
PR Outdoor 2, L.P.
|
Pennsylvania
|
PR Palmer Park Mall Limited Partnership
|
Pennsylvania
|
PR Palmer Park, LP
|
Pennsylvania
|
Limited Partnerships
|
Jurisdiction of Organization
|
PR Pitney Lot 3 Holdings, L.P.
|
Pennsylvania
|
PR Pitney Lot 3 Limited Partnership
|
Pennsylvania
|
PR Plymouth Meeting Associates PC LP
|
Delaware
|
PR Plymouth Meeting Limited Partnership
|
Pennsylvania
|
PR PM PC Associates LP
|
Delaware
|
PR Springfield Associates, LP
|
Pennsylvania
|
PR Springfield/Delco Holdings, LP
|
Pennsylvania
|
PR Springfield/Delco Limited Partnership
|
Pennsylvania
|
PR TP LP
|
Delaware
|
PR Valley Limited Partnership
|
Pennsylvania
|
PR Valley View Limited Partnership
|
Pennsylvania
|
PR Viewmont Limited Partnership
|
Pennsylvania
|
PR Walnut Associates, LP
|
Pennsylvania
|
PR Washington Crown Limited Partnership
|
Pennsylvania
|
PR Westgate Limited Partnership
|
Pennsylvania
|
PR Woodland Limited Partnership
|
Delaware
|
PR Wyoming Valley Limited Partnership
|
Pennsylvania
|
PREIT Associates, L.P.
|
Delaware
|
PREIT Capital Advisors, LP
|
Pennsylvania
|
WG Holdings, LP
|
Pennsylvania
|
WG Park - Anchor B, LP
|
Delaware
|
WG Park General, LP
|
Pennsylvania
|
WG Park Limited, LP
|
Pennsylvania
|
WG Park, LP
|
Pennsylvania
|
General Partnership
|
Jurisdiction of Organization
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Liability Companies
|
Jurisdiction of Organization
|
801 Developers GP, LLC
|
Pennsylvania
|
Beverage Two, LLC
|
New Jersey
|
Cherry Hill Center Manager, LLC
|
Delaware
|
Cherry Hill Center, LLC
|
Maryland
|
Cumberland Mall Retail Condominium Association, LLC
|
New Jersey
|
Echelon Beverage LLC
|
New Jersey
|
Echelon Title LLC
|
Delaware
|
Keystone Philadelphia Properties, LLC
|
Delaware
|
Moorestown Beverage I, LLC
|
New Jersey
|
Moorestown Beverage II, LLC
|
New Jersey
|
Moorestown Mall LLC
|
Delaware
|
Plymouth Ground Associates LLC
|
Pennsylvania
|
Plymouth License III, LLC
|
Pennsylvania
|
Plymouth License IV, LLC
|
Pennsylvania
|
PR 8-10 Market GP LLC
|
Delaware
|
PR 8-10 Market Mezz LLC
|
Delaware
|
PR 907 Market GP LLC
|
Delaware
|
PR 907 Market Mezz GP LLC
|
Delaware
|
PR Acquisition Sub LLC
|
Delaware
|
PR Advisors GP, LLC
|
Delaware
|
PR AEKI Plymouth LLC
|
Delaware
|
PR Beaver Valley LLC
|
Delaware
|
PR BOS GP, LLC
|
Delaware
|
PR BVM LLC
|
Pennsylvania
|
PR Capital City LLC
|
Delaware
|
PR CC I LLC
|
Delaware
|
PR CC II LLC
|
Delaware
|
PR Cherry Hill Office GP, LLC
|
Delaware
|
PR Cherry Hill STW LLC
|
Delaware
|
PR Chestnut Mezzco, LLC
|
Pennsylvania
|
PR Chestnut Sub Mezzco, LLC
|
Pennsylvania
|
PR Crossroads I, LLC
|
Pennsylvania
|
PR Crossroads II, LLC
|
Pennsylvania
|
PR Cumberland GP, LLC
|
Delaware
|
PR Cumberland LP, LLC
|
Delaware
|
PR Cumberland Outparcel LLC
|
New Jersey
|
PR Echelon LLC
|
Pennsylvania
|
PR Exton LLC
|
Pennsylvania
|
PR Exton Outparcel GP, LLC
|
Delaware
|
PR Fin Delaware, LLC
|
Delaware
|
Limited Liability Companies
|
Jurisdiction of Organization
|
PR Financing I LLC
|
Delaware
|
PR Financing II LLC
|
Delaware
|
PR Francis Scott Key LLC
|
Delaware
|
PR Gainesville LLC
|
Delaware
|
PR Gallery I LLC
|
Pennsylvania
|
PR Gallery II, LLC
|
Delaware
|
PR Gloucester LLC
|
Delaware
|
PR GV LLC
|
Delaware
|
PR Hagerstown LLC
|
Delaware
|
PR Holding Sub LLC
|
Pennsylvania
|
PR Hyattsville LLC
|
Delaware
|
PR Jacksonville LLC
|
Delaware
|
PR JK LLC
|
Delaware
|
PR Lehigh Valley LLC
|
Pennsylvania
|
PR Logan Valley LLC
|
Delaware
|
PR LV LLC
|
Delaware
|
PR Lycoming LLC
|
Delaware
|
PR Magnolia LLC
|
Delaware
|
PR Metroplex West, LLC
|
Delaware
|
PR Monroe Old Trail Holdings LLC
|
Delaware
|
PR Monroe Old Trail LLC
|
Delaware
|
PR Monroe Unit 10C GP, LLC
|
Delaware
|
PR Monroe Unit One GP, LLC
|
Delaware
|
PR Moorestown LLC
|
Pennsylvania
|
PR New Castle LLC
|
Pennsylvania
|
PR New Garden LLC
|
Pennsylvania
|
PR New Garden Residential LLC
|
Delaware
|
PR New Garden/Chesco Holdings LLC
|
Delaware
|
PR New Garden/Chesco LLC
|
Delaware
|
PR North Dartmouth LLC
|
Delaware
|
PR Orlando Fashion Square LLC
|
Delaware
|
PR Outdoor, LLC
|
Delaware
|
PR Outdoor 2, LLC
|
Delaware
|
PR Oxford Valley General, LLC
|
Delaware
|
PR Patrick Henry LLC
|
Delaware
|
PR PG Plaza LLC
|
Delaware
|
PR Pitney Lot 3 GP, LLC
|
Delaware
|
PR Plymouth Meeting LLC
|
Pennsylvania
|
PR PM PC Associates LLC
|
Delaware
|
PR Prince George's Plaza LLC
|
Delaware
|
PR Radio Drive, LLC
|
South Carolina
|
PR Red Rose LLC
|
Delaware
|
Limited Liability Companies
|
Jurisdiction of Organization
|
PR Springfield Town Center LLC
|
Delaware
|
PR Springfield/Delco Holdings, LLC
|
Delaware
|
PR Springfield/Delco LLC
|
Delaware
|
PR Sunrise Outparcel 1, LLC
|
New Jersey
|
PR Sunrise Outparcel 2, LLC
|
New Jersey
|
PR Swedes Square, LLC
|
Delaware
|
PR TP LLC
|
Delaware
|
PR Valley LLC
|
Delaware
|
PR Valley View Downs LLC
|
Pennsylvania
|
PR Valley View LLC
|
Delaware
|
PR Viewmont LLC
|
Delaware
|
PR VV LLC
|
Delaware
|
PR Walnut Mezzco, LLC
|
Pennsylvania
|
PR Walnut Street Abstract LLC
|
Delaware
|
PR Walnut Sub Mezzco, LLC
|
Pennsylvania
|
PR Washington Crown LLC
|
Delaware
|
PR WC LLC
|
Delaware
|
PR Westgate LLC
|
Pennsylvania
|
PR Wiregrass Anchor LLC
|
Delaware
|
PR Wiregrass Commons LLC
|
Delaware
|
PR Woodland General LLC
|
Delaware
|
PR Woodland Outparcel LLC
|
Delaware
|
PR WV LLC
|
Delaware
|
PR Wyoming Valley LLC
|
Delaware
|
PREIT Advisors, LLC
|
Pennsylvania
|
PREIT CDE LLC
|
Pennsylvania
|
PREIT Gadsden Mall LLC
|
Delaware
|
PREIT Gallery TRS Sub LLC
|
Pennsylvania
|
PREIT Services, LLC
|
Delaware
|
PRWGP General, LLC
|
Delaware
|
WG Holdings of Pennsylvania, LLC
|
Pennsylvania
|
WG Park-Anchor B, LLC
|
Delaware
|
XGP LLC
|
Delaware
|
Corporations
|
Jurisdiction of Organization
|
1150 Plymouth Associates Inc
|
Maryland
|
Capital City Beverage Enterprises, Inc
|
Maryland
|
Cherry Hill Beverage, Inc
|
Maryland
|
Court at Oxford Valley Condominium Association
|
Pennsylvania
|
Exton License, Inc
|
Maryland
|
Mall Maintenance Corporation I
|
Pennsylvania
|
Mall Maintenance Corporation II
|
Pennsylvania
|
Metroplex General, Inc
|
Pennsylvania
|
Monroe Marketplace Unit Owners Association, Inc.
|
Pennsylvania
|
PR GC Inc
|
Maryland
|
PREIT TRS, Inc
|
Delaware
|
PREIT-RUBIN OP, Inc
|
Pennsylvania
|
PREIT-RUBIN, INC.
|
Pennsylvania
|
Red Rose Commons Condominium Association
|
Pennsylvania
|
Springhill Owners Association, Inc
|
Florida
|
Springhills Northeast Quadrant Drainage Association No One, Inc
|
Florida
|
Unit 1 801 Market Street Subcondominium Association, Inc.
|
Pennsylvania
|
Voorhees Town Center Condominium Association, Inc.
|
New Jersey
|
Voorhees Town Center Mixed Use Condominium Association, Inc.
|
New Jersey
|
Trusts
|
Jurisdiction of Organization
|
Pennsylvania Real Estate Investment Trust
|
Pennsylvania
|
PR Palmer Park Trust
|
Pennsylvania
|
PR Springfield Trust
|
Pennsylvania
|
PREIT Charitable Fund
|
Pennsylvania
|
PREIT Protective Trust
|
Pennsylvania
|
Unincorporated Associations
|
Jurisdiction of Organization
|
Eighth & Market Condominium Association
|
Pennsylvania
|
Springfield Square East Condominium Association
Springhills Property Owners’ Association
|
Pennsylvania
Florida
|
Unconsolidated Affiliates
|
Jurisdiction of Organization
|
|
|
801 4-6 Fee Owner GP LLC
|
Delaware
|
801 4-6 Fee Owner LP
|
Delaware
|
801 4-6 Mezz GP LLC
|
Delaware
|
801 4-6 Mezz LP
|
Delaware
|
801 C-3 Fee Owner LP
|
Delaware
|
801 C-3 Fee Owner GP LLC
|
Delaware
|
801 C-3 Mezz LP
|
Delaware
|
801 C-3 Mezz GP LLC
|
Delaware
|
801-Gallery C-3 Associates, L.P.
|
Pennsylvania
|
801-Gallery C-3 GP, LLC
|
Pennsylvania
|
801-Gallery C-3 MT, L.P.
|
Pennsylvania
|
801-Gallery GP, LLC
|
Pennsylvania
|
801-Gallery Associates, L.P.
|
Pennsylvania
|
801-Gallery Office Associates, L.P.
|
Pennsylvania
|
801-Gallery Office GP, LLC
|
Pennsylvania
|
801-Gallery Office MT, L.P.
|
Pennsylvania
|
801-Tenant C-3 Manager, LLC
|
Pennsylvania
|
801-Tenant Office Manager, LLC
|
Pennsylvania
|
801 Market Venture LP
|
Delaware
|
801 Market Venture GP LLC
|
Delaware
|
GPM GP LLC
|
Delaware
|
Keystone Philadelphia Properties, LP
|
Pennsylvania
|
Lehigh BOS Acquisition, L.P.
|
Delaware
|
Lehigh Valley Associates
(limited partnership)
|
Pennsylvania
|
Lehigh Valley Mall GP, LLC
|
Delaware
|
Mall at Lehigh Valley, L.P.
|
Delaware
|
Mall Maintenance Corporation I
|
Pennsylvania
|
Mall Maintenance Corporation II
|
Pennsylvania
|
Mall Corners Ltd.
(limited partnership)
|
Georgia
|
Mall Corners II, Ltd.
(limited partnership)
|
Georgia
|
Metroplex General, Inc.
|
Pennsylvania
|
Metroplex West Associates, L.P.
|
Pennsylvania
|
MPLP MSR LP
|
Delaware
|
MP MSR GP LLC
|
Delaware
|
MP MSR LP LLC
|
Delaware
|
Oxford Valley Road Associates
(limited partnership)
|
Pennsylvania
|
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
February 23, 2015
|
1
|
I have reviewed this Annual Report on Form 10-K of Pennsylvania Real Estate Investment Trust;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 23, 2015
|
|
|
/s/ Joseph F. Coradino
|
|
|
Name:
|
|
Joseph F. Coradino
|
|
|
Title:
|
|
Chief Executive Officer
|
1
|
I have reviewed this Annual Report on Form 10-K of Pennsylvania Real Estate Investment Trust;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 23, 2015
|
|
|
/s/ Robert F. McCadden
|
|
|
Name:
|
|
Robert F. McCadden
|
|
|
Title:
|
|
Chief Financial Officer
|
Dated:
|
February 23, 2015
|
|
|
/s/ Joseph F. Coradino
|
|
|
Name:
|
|
Joseph F. Coradino
|
|
|
Title:
|
|
Chief Executive Officer
|
Dated:
|
February 23, 2015
|
|
|
/s/ Robert F. McCadden
|
|
|
Name:
|
|
Robert F. McCadden
|
|
|
Title:
|
|
Chief Financial Officer
|
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Lehigh Valley Associates and Subsidiary
As of December 31, 2014 and 2013, and for the Three Years Ended December 31, 2014
With Report of Independent Auditors
|
|
|
|
|
|
Report of Independent Auditors
|
1
|
|
|
|
|
|
|
Audited Consolidated Financial Statements
|
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
3
|
|
|
Consolidated Statements of Operations
|
4
|
|
|
Consolidated Statements of Partners’ Deficit
|
5
|
|
|
Consolidated Statements of Cash Flows
|
6
|
|
|
Notes to Consolidated Financial Statements
|
7
|
|
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
4
|
|
|
|
5
|
|
|
|
6
|
|
|
|
7
|
|
|
|
8
|
|
2014
|
2013
|
||||
|
|
|
||||
Deferred financing costs
|
$
|
527,789
|
|
$
|
527,789
|
|
Leasing costs and other
|
1,459,199
|
|
1,462,119
|
|
||
Tenant inducements
|
1,526,840
|
|
1,526,841
|
|
||
|
3,513,828
|
|
3,516,749
|
|
||
Less accumulated amortization
|
1,771,241
|
|
1,610,127
|
|
||
|
$
|
1,742,587
|
|
$
|
1,906,622
|
|
|
|
|
9
|
|
|
|
10
|
|
|
|
11
|
|
2014
|
2013
|
||||
|
|
|
||||
Land
|
$
|
5,752,083
|
|
$
|
5,752,083
|
|
Building and improvements
|
77,768,643
|
|
77,096,905
|
|
||
Total land, building, and improvements
|
83,520,726
|
|
82,848,988
|
|
||
|
|
|
||||
Furniture, fixtures, and equipment
|
2,242,722
|
|
2,030,753
|
|
||
Investment property, at cost
|
85,763,448
|
|
84,879,741
|
|
||
|
|
|
||||
Less accumulated depreciation
|
46,058,142
|
|
43,476,720
|
|
||
Investment property, at cost, net
|
$
|
39,705,306
|
|
$
|
41,403,021
|
|
2015
|
$
|
2,277,981
|
|
2016
|
2,415,595
|
|
|
2017
|
2,561,523
|
|
|
2018
|
2,716,267
|
|
|
2019
|
2,880,359
|
|
|
Thereafter
|
118,542,229
|
|
|
|
$
|
131,393,954
|
|
|
|
|
12
|
2015
|
$
|
20,158,475
|
|
2016
|
19,234,358
|
|
|
2017
|
16,093,997
|
|
|
2018
|
11,854,012
|
|
|
2019
|
9,254,301
|
|
|
Thereafter
|
26,568,174
|
|
|
|
$
|
103,163,317
|
|
|
|
|
13
|
|
|
|
14
|