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x
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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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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(I.R.S. Employer
Identification No.)
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200 South Broad Street
Philadelphia, PA
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19102
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Not Applicable
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—
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Item 4.
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Not Applicable
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—
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Item 5.
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Not Applicable
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—
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Item 6.
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||
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(in thousands, except per share amounts)
|
June 30,
2016 |
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December 31,
2015 |
||||
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(unaudited)
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|
||||
ASSETS:
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|
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|
||||
INVESTMENTS IN REAL ESTATE, at cost:
|
|
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|
||||
Operating properties
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$
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3,259,774
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$
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3,297,520
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Construction in progress
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85,877
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64,019
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Land held for development
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5,904
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6,350
|
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Total investments in real estate
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3,351,555
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|
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3,367,889
|
|
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Accumulated depreciation
|
(1,057,857
|
)
|
|
(1,015,647
|
)
|
||
Net investments in real estate
|
2,293,698
|
|
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2,352,242
|
|
||
INVESTMENTS IN PARTNERSHIPS, at equity:
|
161,450
|
|
|
161,029
|
|
||
OTHER ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
16,841
|
|
|
22,855
|
|
||
Tenant and other receivables (net of allowance for doubtful accounts of $7,239 and $6,417 at June 30, 2016 and December 31, 2015, respectively)
|
30,591
|
|
|
40,324
|
|
||
Intangible assets (net of accumulated amortization of $9,872 and $13,441 at June 30, 2016 and December 31, 2015, respectively)
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21,075
|
|
|
22,248
|
|
||
Deferred costs and other assets, net
|
84,276
|
|
|
75,450
|
|
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Assets held for sale
|
23,451
|
|
|
126,244
|
|
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Total assets
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$
|
2,631,382
|
|
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$
|
2,800,392
|
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LIABILITIES:
|
|
|
|
||||
Mortgage loans payable
|
$
|
1,231,709
|
|
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$
|
1,321,331
|
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Term Loans
|
396,688
|
|
|
398,040
|
|
||
Revolving Facility
|
85,000
|
|
|
65,000
|
|
||
Tenants’ deposits and deferred rent
|
17,476
|
|
|
14,631
|
|
||
Distributions in excess of partnership investments
|
63,188
|
|
|
65,547
|
|
||
Fair value of derivative liabilities
|
10,254
|
|
|
2,756
|
|
||
Liabilities related to assets held for sale
|
492
|
|
|
69,918
|
|
||
Accrued expenses and other liabilities
|
78,342
|
|
|
78,539
|
|
||
Total liabilities
|
1,883,149
|
|
|
2,015,762
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 6):
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
Series A Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 4,600 shares of Series A Preferred Shares issued and outstanding at each of June 30, 2016 and December 31, 2015; liquidation preference of $115,000
|
46
|
|
|
46
|
|
||
Series B Preferred Shares, $.01 par value per share; 25,000 preferred shares authorized; 3,450 shares of Series B Preferred Shares issued and outstanding at each of June 30, 2016 and December 31, 2015; liquidation preference of $86,250
|
35
|
|
|
35
|
|
||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; issued and outstanding 69,474 shares at June 30, 2016 and 69,197 shares at December 31, 2015
|
69,474
|
|
|
69,197
|
|
||
Capital contributed in excess of par
|
1,477,808
|
|
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1,476,397
|
|
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Accumulated other comprehensive loss
|
(11,629
|
)
|
|
(4,193
|
)
|
||
Distributions in excess of net income
|
(939,407
|
)
|
|
(912,221
|
)
|
||
Total equity—Pennsylvania Real Estate Investment Trust
|
596,327
|
|
|
629,261
|
|
||
Noncontrolling interest
|
151,906
|
|
|
155,369
|
|
||
Total equity
|
748,233
|
|
|
784,630
|
|
||
Total liabilities and equity
|
$
|
2,631,382
|
|
|
$
|
2,800,392
|
|
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Real estate revenue:
|
|
|
|
|
|
|
|
||||||||
Base rent
|
$
|
61,243
|
|
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$
|
67,417
|
|
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$
|
128,236
|
|
|
$
|
131,691
|
|
Expense reimbursements
|
28,870
|
|
|
30,541
|
|
|
60,004
|
|
|
62,050
|
|
||||
Percentage rent
|
385
|
|
|
322
|
|
|
836
|
|
|
846
|
|
||||
Lease termination revenue
|
16
|
|
|
25
|
|
|
251
|
|
|
467
|
|
||||
Other real estate revenue
|
2,225
|
|
|
2,577
|
|
|
4,868
|
|
|
4,612
|
|
||||
Total real estate revenue
|
92,739
|
|
|
100,882
|
|
|
194,195
|
|
|
199,666
|
|
||||
Other income
|
1,514
|
|
|
811
|
|
|
2,030
|
|
|
2,084
|
|
||||
Total revenue
|
94,253
|
|
|
101,693
|
|
|
196,225
|
|
|
201,750
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Property operating expenses:
|
|
|
|
|
|
|
|
||||||||
CAM and real estate taxes
|
(30,496
|
)
|
|
(33,263
|
)
|
|
(64,685
|
)
|
|
(67,069
|
)
|
||||
Utilities
|
(4,137
|
)
|
|
(4,959
|
)
|
|
(8,463
|
)
|
|
(10,108
|
)
|
||||
Other property operating expenses
|
(2,899
|
)
|
|
(3,792
|
)
|
|
(7,495
|
)
|
|
(7,988
|
)
|
||||
Total property operating expenses
|
(37,532
|
)
|
|
(42,014
|
)
|
|
(80,643
|
)
|
|
(85,165
|
)
|
||||
Depreciation and amortization
|
(31,662
|
)
|
|
(36,641
|
)
|
|
(65,397
|
)
|
|
(69,830
|
)
|
||||
General and administrative expenses
|
(8,883
|
)
|
|
(9,126
|
)
|
|
(17,469
|
)
|
|
(18,070
|
)
|
||||
Provision for employee separation expenses
|
(658
|
)
|
|
—
|
|
|
(1,193
|
)
|
|
—
|
|
||||
Acquisition costs and other expenses
|
(243
|
)
|
|
(817
|
)
|
|
(294
|
)
|
|
(5,269
|
)
|
||||
Total operating expenses
|
(78,978
|
)
|
|
(88,598
|
)
|
|
(164,996
|
)
|
|
(178,334
|
)
|
||||
Interest expense, net
|
(17,067
|
)
|
|
(21,126
|
)
|
|
(36,413
|
)
|
|
(41,271
|
)
|
||||
Impairment of assets
|
(14,118
|
)
|
|
(28,667
|
)
|
|
(14,724
|
)
|
|
(34,907
|
)
|
||||
Total expenses
|
(110,163
|
)
|
|
(138,391
|
)
|
|
(216,133
|
)
|
|
(254,512
|
)
|
||||
Loss before equity in income of partnerships, gains on sales of interests in non operating real estate and gains on sales of real estate
|
(15,910
|
)
|
|
(36,698
|
)
|
|
(19,908
|
)
|
|
(52,762
|
)
|
||||
Equity in income of partnerships
|
4,192
|
|
|
2,032
|
|
|
8,075
|
|
|
4,114
|
|
||||
Gains on sales of interests in non operating real estate
|
—
|
|
|
—
|
|
|
9
|
|
|
43
|
|
||||
Gain on sale of interests in real estate
|
20,887
|
|
|
—
|
|
|
22,922
|
|
|
—
|
|
||||
Net income (loss)
|
9,169
|
|
|
(34,666
|
)
|
|
11,098
|
|
|
(48,605
|
)
|
||||
Less: net (income) loss attributable to noncontrolling interest
|
(982
|
)
|
|
3,742
|
|
|
(1,190
|
)
|
|
4,172
|
|
||||
Net income available (loss attributable) to PREIT
|
8,187
|
|
|
(30,924
|
)
|
|
9,908
|
|
|
(44,433
|
)
|
||||
Less: preferred share dividends
|
(3,962
|
)
|
|
(3,962
|
)
|
|
(7,924
|
)
|
|
(7,924
|
)
|
||||
Net income available (loss attributable) to PREIT common shareholders
|
$
|
4,225
|
|
|
$
|
(34,886
|
)
|
|
$
|
1,984
|
|
|
$
|
(52,357
|
)
|
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|||||||||||||||
(in thousands of dollars, except per share amounts)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Net income (loss)
|
$
|
9,169
|
|
|
$
|
(34,666
|
)
|
|
$
|
11,098
|
|
|
$
|
(48,605
|
)
|
Noncontrolling interest
|
(982
|
)
|
|
3,742
|
|
|
(1,190
|
)
|
|
4,172
|
|
||||
Dividends on preferred shares
|
(3,962
|
)
|
|
(3,962
|
)
|
|
(7,924
|
)
|
|
(7,924
|
)
|
||||
Dividends on unvested restricted shares
|
(76
|
)
|
|
(79
|
)
|
|
(160
|
)
|
|
(165
|
)
|
||||
Net income (loss) used to calculate earnings (loss) per share—basic and diluted
|
$
|
4,149
|
|
|
$
|
(34,965
|
)
|
|
$
|
1,824
|
|
|
$
|
(52,522
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings (loss) per share:
|
$
|
0.06
|
|
|
$
|
(0.51
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.76
|
)
|
|
|
|
|
|
|
|
|
||||||||
(in thousands of shares)
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding—basic
|
69,091
|
|
|
68,753
|
|
|
69,032
|
|
|
68,660
|
|
||||
Effect of common share equivalents
(1)
|
68
|
|
|
—
|
|
|
125
|
|
|
—
|
|
||||
Weighted average shares outstanding—diluted
|
69,159
|
|
|
68,753
|
|
|
69,157
|
|
|
68,660
|
|
(1)
|
The Company had net losses used to calculate earnings per share for the three and six months ended June 30, 2015, therefore, the effects of common share equivalents of
425
and
493
for the three and six months ended June 30,
2015
, respectively, are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
9,169
|
|
|
$
|
(34,666
|
)
|
|
$
|
11,098
|
|
|
$
|
(48,605
|
)
|
Unrealized loss on derivatives
|
(3,006
|
)
|
|
1,165
|
|
|
(8,578
|
)
|
|
(846
|
)
|
||||
Amortization of losses on settled swaps, net of gains
|
126
|
|
|
238
|
|
|
252
|
|
|
1,010
|
|
||||
Total comprehensive income (loss)
|
6,289
|
|
|
(33,263
|
)
|
|
2,772
|
|
|
(48,441
|
)
|
||||
Less: comprehensive (income) loss attributable to noncontrolling interest
|
(677
|
)
|
|
3,686
|
|
|
(300
|
)
|
|
4,153
|
|
||||
Comprehensive income (loss) PREIT
|
$
|
5,612
|
|
|
$
|
(29,577
|
)
|
|
$
|
2,472
|
|
|
$
|
(44,288
|
)
|
|
|
|
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
|
|
Noncontrolling
interest
|
||||||||||||||||
Balance December 31, 2015
|
$
|
784,630
|
|
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
69,197
|
|
|
$
|
1,476,397
|
|
|
$
|
(4,193
|
)
|
|
$
|
(912,221
|
)
|
|
$
|
155,369
|
|
Net income
|
11,098
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,908
|
|
|
1,190
|
|
||||||||
Other comprehensive loss
|
(8,326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,436
|
)
|
|
—
|
|
|
(890
|
)
|
||||||||
Shares issued upon redemption of Operating Partnership units
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
||||||||
Shares issued under employee compensation plans, net of shares retired
|
(1,505
|
)
|
|
—
|
|
|
—
|
|
|
265
|
|
|
(1,770
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of deferred compensation
|
2,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions paid to common shareholders ($0.42 per share)
|
(29,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,170
|
)
|
|
—
|
|
||||||||
Distributions paid to Series A preferred shareholders ($1.0312 per share)
|
(4,744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,744
|
)
|
|
—
|
|
||||||||
Distributions paid to Series B preferred shareholders ($0.9218 per share)
|
(3,180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,180
|
)
|
|
—
|
|
||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.42 per unit)
|
(3,501
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,501
|
)
|
||||||||
Balance June 30, 2016
|
$
|
748,233
|
|
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
69,474
|
|
|
$
|
1,477,808
|
|
|
$
|
(11,629
|
)
|
|
$
|
(939,407
|
)
|
|
$
|
151,906
|
|
|
Six Months Ended
June 30, |
||||||
(in thousands of dollars)
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
11,098
|
|
|
$
|
(48,605
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
62,655
|
|
|
65,517
|
|
||
Amortization
|
4,066
|
|
|
5,876
|
|
||
Straight-line rent adjustments
|
(1,331
|
)
|
|
(740
|
)
|
||
Provision for doubtful accounts
|
1,260
|
|
|
2,050
|
|
||
Amortization of deferred compensation
|
2,931
|
|
|
3,227
|
|
||
Loss on hedge ineffectiveness
|
143
|
|
|
512
|
|
||
Gains on sales of interests in real estate and non operating real estate, net
|
(22,931
|
)
|
|
(43
|
)
|
||
Equity in income of partnerships in excess of distributions
|
(3,606
|
)
|
|
(2,212
|
)
|
||
Impairment of assets and expensed project costs
|
14,964
|
|
|
35,145
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Net change in other assets
|
8,929
|
|
|
8,069
|
|
||
Net change in other liabilities
|
2,102
|
|
|
(5,870
|
)
|
||
Net cash provided by operating activities
|
80,280
|
|
|
62,926
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investments in consolidated real estate acquisitions
|
—
|
|
|
(319,986
|
)
|
||
Additions to construction in progress
|
(28,121
|
)
|
|
(14,037
|
)
|
||
Investments in real estate improvements
|
(15,322
|
)
|
|
(16,867
|
)
|
||
Cash proceeds from sales of real estate
|
131,592
|
|
|
—
|
|
||
Additions to leasehold improvements
|
(288
|
)
|
|
(341
|
)
|
||
Investments in partnerships
|
(3,953
|
)
|
|
(16,194
|
)
|
||
Capitalized leasing costs
|
(3,016
|
)
|
|
(3,228
|
)
|
||
Decrease (increase) in cash escrows
|
3,158
|
|
|
(185
|
)
|
||
Cash distributions from partnerships in excess of equity in income
|
4,778
|
|
|
2,926
|
|
||
Net cash provided by (used in) investing activities
|
88,828
|
|
|
(367,912
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings from term loans
|
—
|
|
|
120,000
|
|
||
Net borrowings from revolving facility
|
20,000
|
|
|
270,000
|
|
||
Proceeds from mortgage loans
|
139,000
|
|
|
102,044
|
|
||
Principal installments on mortgage loans
|
(8,373
|
)
|
|
(10,059
|
)
|
||
Repayments of mortgage loans
|
(280,327
|
)
|
|
(139,137
|
)
|
||
Payment of deferred financing costs
|
(3,322
|
)
|
|
(2,873
|
)
|
||
Dividends paid to common shareholders
|
(29,170
|
)
|
|
(29,031
|
)
|
||
Dividends paid to preferred shareholders
|
(7,924
|
)
|
|
(7,924
|
)
|
||
Distributions paid to Operating Partnership unit holders and noncontrolling interest
|
(3,501
|
)
|
|
(2,198
|
)
|
||
Value of shares of beneficial interest issued
|
621
|
|
|
706
|
|
||
Value of shares retired under equity incentive plans, net of shares issued
|
(2,126
|
)
|
|
(5,655
|
)
|
||
Net cash (used in) provided by financing activities
|
(175,122
|
)
|
|
295,873
|
|
||
Net change in cash and cash equivalents
|
(6,014
|
)
|
|
(9,113
|
)
|
||
Cash and cash equivalents, beginning of period
|
22,855
|
|
|
40,433
|
|
||
Cash and cash equivalents, end of period
|
$
|
16,841
|
|
|
$
|
31,320
|
|
(in thousands of dollars)
|
As of June 30,
2016 |
|
As of December 31,
2015 |
||||
Buildings, improvements and construction in progress
|
$
|
2,836,412
|
|
|
$
|
2,847,986
|
|
Land, including land held for development
|
515,143
|
|
|
519,903
|
|
||
Total investments in real estate
|
3,351,555
|
|
|
3,367,889
|
|
||
Accumulated depreciation
|
(1,057,857
|
)
|
|
(1,015,647
|
)
|
||
Net investments in real estate
|
$
|
2,293,698
|
|
|
$
|
2,352,242
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Development/Redevelopment Activities:
|
|
|
|
|
|
|
|
||||||||
Salaries and benefits
|
$
|
266
|
|
|
$
|
219
|
|
|
$
|
541
|
|
|
$
|
373
|
|
Real estate taxes
|
6
|
|
|
276
|
|
|
25
|
|
|
276
|
|
||||
Interest
|
668
|
|
|
770
|
|
|
1,370
|
|
|
804
|
|
||||
Leasing Activities:
|
|
|
|
|
|
|
|
||||||||
Salaries, commissions and benefits
|
1,279
|
|
|
1,573
|
|
|
3,016
|
|
|
3,228
|
|
Sale Date
|
|
Property and Location
|
|
Description of Real Estate Sold
|
|
Capitalization Rate
|
|
Sale Price
|
|
Gain
|
|||||
|
|
|
|
(in millions)
|
|||||||||||
2016 Activity:
|
|
|
|
|
|
|
|
|
|
|
|||||
June 2016
|
|
Street retail located on Walnut and Chestnut Streets, Philadelphia, Pennsylvania
|
|
Street Retail
|
|
3.2
|
%
|
|
$
|
45.0
|
|
|
$
|
20.3
|
|
March 2016
|
|
Lycoming Mall
Pennsdale, Pennsylvania
|
|
Mall
|
|
18.0
|
%
|
|
26.4
|
|
|
0.3
|
|
||
March 2016
|
|
Gadsden Mall,
Gadsden, Alabama,
New River Valley Mall,
Christiansburg, Virginia, and
Wiregrass Commons Mall, Dothan, Alabama
(1)
|
|
Three Malls (single combined transaction)
|
|
17.4
|
%
|
|
66.0
|
|
|
1.6
|
|
||
February 2016
|
|
Palmer Park Mall,
Easton, Pennsylvania
|
|
Mall
|
|
13.6
|
%
|
|
18.0
|
|
|
0.1
|
|
(in thousands of dollars)
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||
ASSETS:
|
|
|
|
||||
Investments in real estate, at cost:
|
|
|
|
||||
Operating properties
|
$
|
640,707
|
|
|
$
|
636,774
|
|
Construction in progress
|
143,538
|
|
|
126,199
|
|
||
Total investments in real estate
|
784,245
|
|
|
762,973
|
|
||
Accumulated depreciation
|
(196,458
|
)
|
|
(186,580
|
)
|
||
Net investments in real estate
|
587,787
|
|
|
576,393
|
|
||
Cash and cash equivalents
|
30,651
|
|
|
37,362
|
|
||
Deferred costs and other assets, net
(1)
|
38,951
|
|
|
39,890
|
|
||
Total assets
|
657,389
|
|
|
653,645
|
|
||
LIABILITIES AND PARTNERS’ INVESTMENT:
|
|
|
|
||||
Mortgage loans payable
(1)
|
446,512
|
|
|
440,450
|
|
||
Other liabilities
|
24,957
|
|
|
30,425
|
|
||
Total liabilities
|
471,469
|
|
|
470,875
|
|
||
Net investment
|
185,920
|
|
|
182,770
|
|
||
Partners’ share
|
95,607
|
|
|
95,165
|
|
||
PREIT’s share
|
90,313
|
|
|
87,605
|
|
||
Excess investment
(2)
|
7,949
|
|
|
7,877
|
|
||
Net investments and advances
|
$
|
98,262
|
|
|
$
|
95,482
|
|
|
|
|
|
||||
Investment in partnerships, at equity
|
$
|
161,450
|
|
|
$
|
161,029
|
|
Distributions in excess of partnership investments
|
(63,188
|
)
|
|
(65,547
|
)
|
||
Net investments and advances
|
$
|
98,262
|
|
|
$
|
95,482
|
|
(1)
|
The December 31, 2015 balance has been adjusted in connection with the Company's adoption of ASU No. 2015-03 “Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” (Note 1).
|
(2)
|
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.”
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Real estate revenue
|
$
|
27,201
|
|
|
$
|
24,356
|
|
|
$
|
56,392
|
|
|
$
|
50,853
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
(6,908
|
)
|
|
(9,290
|
)
|
|
(17,022
|
)
|
|
(20,052
|
)
|
||||
Interest expense
|
(5,384
|
)
|
|
(5,146
|
)
|
|
(10,776
|
)
|
|
(10,441
|
)
|
||||
Depreciation and amortization
|
(5,804
|
)
|
|
(5,932
|
)
|
|
(11,527
|
)
|
|
(12,303
|
)
|
||||
Total expenses
|
(18,096
|
)
|
|
(20,368
|
)
|
|
(39,325
|
)
|
|
(42,796
|
)
|
||||
Net income
|
9,105
|
|
|
3,988
|
|
|
17,067
|
|
|
8,057
|
|
||||
Less: Partners’ share
|
(4,883
|
)
|
|
(1,981
|
)
|
|
(9,099
|
)
|
|
(4,017
|
)
|
||||
PREIT’s share
|
4,222
|
|
|
2,007
|
|
|
7,968
|
|
|
4,040
|
|
||||
Amortization of and adjustments to excess investment
|
(30
|
)
|
|
25
|
|
|
107
|
|
|
74
|
|
||||
Equity in income of partnerships
|
$
|
4,192
|
|
|
$
|
2,032
|
|
|
$
|
8,075
|
|
|
$
|
4,114
|
|
|
|
As of
|
|
||||||
(in thousands of dollars)
|
|
June 30, 2016
|
|
December 31, 2015
|
|
||||
Summarized balance sheet information
|
|
|
|
|
|
||||
Total assets
|
|
$
|
49,228
|
|
|
$
|
48,352
|
|
|
Mortgage loan payable
|
|
127,719
|
|
|
128,883
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands of dollars)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Summarized statement of operations information
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
9,121
|
|
|
$
|
8,960
|
|
|
$
|
18,169
|
|
|
$
|
17,904
|
|
Property operating expenses
|
|
(1,956
|
)
|
|
(2,537
|
)
|
|
(4,183
|
)
|
|
(5,017
|
)
|
||||
Interest expense
|
|
(1,897
|
)
|
|
(1,931
|
)
|
|
(3,803
|
)
|
|
(3,871
|
)
|
||||
Net income
|
|
4,727
|
|
|
3,858
|
|
|
8,477
|
|
|
7,319
|
|
||||
PREIT’s share of equity in income
|
|
|
|
|
|
|
|
|
||||||||
of partnership
|
|
2,197
|
|
|
1,929
|
|
|
4,239
|
|
|
3,659
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
2013 Revolving Facility
|
|
|
|
|
|
|
|
|
|||||||||
|
Interest expense
|
|
$
|
782.3
|
|
|
$
|
1,326.7
|
|
|
$
|
1,472.4
|
|
|
$
|
1,707.5
|
|
|
Deferred financing amortization
|
|
198.7
|
|
|
613.6
|
|
|
397.5
|
|
|
971.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Term Loans
|
|
|
|
|
|
|
|
|
|||||||||
|
Interest expense
|
|
3,045.0
|
|
|
1,971.5
|
|
|
6,036.9
|
|
|
3,228.7
|
|
||||
|
Deferred financing amortization
|
|
120.7
|
|
|
79.1
|
|
|
240.5
|
|
|
155.5
|
|
|
|
Applicable Margin
|
|||||||
Level
|
Ratio of Total Liabilities
to Gross Asset Value |
2013 Revolving Facility
|
|
2014 7-Year Term Loan
|
|
2014 5-Year Term Loan
|
|
2015 5-Year Term Loan
|
|
1
|
Less than 0.450 to 1.00
|
1.20%
|
|
1.35%
|
|
1.35%
|
|
1.35%
|
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.25%
|
|
1.45%
|
|
1.45%
|
|
1.45%
|
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
|
1.30%
|
(1)
|
1.60%
|
(1)
|
1.60%
|
(1)
|
1.60%
|
(1)
|
4
|
Equal to or greater than 0.550 to 1.00
|
1.55%
|
|
1.90%
|
|
1.90%
|
|
1.90%
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
(in millions of dollars)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Mortgage loans
|
$
|
1,231.7
|
|
|
$
|
1,241.3
|
|
|
$
|
1,321.3
|
|
|
$
|
1,323.3
|
|
(in millions of dollars)
Notional Value
|
|
Fair Value at
June 30, 2016
(1)
|
|
Fair Value at
December 31, 2015
(1)
|
|
Interest
Rate
|
|
Effective Date of Forward Starting Swap
|
|
Maturity Date
|
|||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|||||
$25.0
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
1.10
|
%
|
|
|
|
July 31, 2016
|
28.1
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
1.38
|
%
|
|
|
|
January 2, 2017
|
||
33.0
|
|
N/A
(2)
|
|
|
—
|
|
|
3.72
|
%
|
|
|
|
December 1, 2017
|
||
48.0
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
1.12
|
%
|
|
|
|
January 1, 2018
|
||
7.6
|
|
(0.1
|
)
|
|
—
|
|
|
1.00
|
%
|
|
|
|
January 1, 2018
|
||
55.0
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
1.12
|
%
|
|
|
|
January 1, 2018
|
||
30.0
|
|
(0.9
|
)
|
|
(0.5
|
)
|
|
1.78
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
1.78
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
1.78
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
1.79
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
1.79
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
1.79
|
%
|
|
|
|
January 2, 2019
|
||
25.0
|
|
(0.3
|
)
|
|
—
|
|
|
1.16
|
%
|
|
|
|
January 2, 2019
|
||
25.0
|
|
(0.3
|
)
|
|
—
|
|
|
1.16
|
%
|
|
|
|
January 2, 2019
|
||
25.0
|
|
(0.3
|
)
|
|
—
|
|
|
1.16
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.3
|
)
|
|
—
|
|
|
1.16
|
%
|
|
|
|
January 2, 2019
|
||
20.0
|
|
(0.4
|
)
|
|
0.1
|
|
|
1.23
|
%
|
|
|
|
June 26, 2020
|
||
20.0
|
|
(0.4
|
)
|
|
0.2
|
|
|
1.23
|
%
|
|
|
|
June 26, 2020
|
||
20.0
|
|
(0.4
|
)
|
|
0.2
|
|
|
1.23
|
%
|
|
|
|
June 26, 2020
|
||
20.0
|
|
(0.4
|
)
|
|
0.2
|
|
|
1.23
|
%
|
|
|
|
June 26, 2020
|
||
20.0
|
|
(0.4
|
)
|
|
0.2
|
|
|
1.24
|
%
|
|
|
|
June 26, 2020
|
||
9.0
|
|
(0.2
|
)
|
|
N/A
|
|
|
1.19
|
%
|
|
|
|
February 1, 2021
|
||
35.0
|
|
(0.3
|
)
|
|
N/A
|
|
|
1.01
|
%
|
|
|
|
March 1, 2021
|
||
35.0
|
|
(0.3
|
)
|
|
N/A
|
|
|
1.02
|
%
|
|
|
|
March 1, 2021
|
||
20.0
|
|
(0.2
|
)
|
|
N/A
|
|
|
1.01
|
%
|
|
|
|
March 1, 2021
|
||
20.0
|
|
(0.2
|
)
|
|
N/A
|
|
|
1.02
|
%
|
|
|
|
March 1, 2021
|
||
20.0
|
|
(0.2
|
)
|
|
N/A
|
|
|
1.02
|
%
|
|
|
|
March 1, 2021
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Forward Starting Swap
|
|
|
|
|
|
|
|
|
|
|
|||||
48.0
|
|
(0.7
|
)
|
|
N/A
|
|
|
1.42
|
%
|
|
January 2, 2018
|
|
February 1, 2021
|
||
|
|
$
|
(10.3
|
)
|
|
$
|
(1.7
|
)
|
|
|
|
|
|
|
(1)
|
As of
June 30, 2016
and
December 31, 2015
, derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3).
|
(2)
|
This interest rate swap was terminated effective March 23, 2016.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Consolidated
Statements of
Operations
Location
|
||||||||||||
(in millions of dollars)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss recognized in Other Comprehensive Income (Loss) on derivatives
|
|
$
|
(4.3
|
)
|
|
$
|
0.2
|
|
|
$
|
(11.0
|
)
|
|
$
|
(1.6
|
)
|
|
N/A
|
Loss reclassified from Accumulated Other Comprehensive Income (Loss) into income (effective portion)
|
|
$
|
1.4
|
|
|
$
|
1.2
|
|
|
$
|
2.8
|
|
|
$
|
2.3
|
|
|
Interest expense
|
Loss recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
Interest expense
|
|
Occupancy
(1)
as June 30,
|
||||||||||||||||
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
|
Combined
(2)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
Retail portfolio weighted average:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total excluding anchors
|
89.9
|
%
|
|
89.7
|
%
|
|
95.9
|
%
|
|
96.9
|
%
|
|
91.2
|
%
|
|
91.0
|
%
|
Total including anchors
|
93.5
|
%
|
|
93.4
|
%
|
|
96.7
|
%
|
|
97.6
|
%
|
|
94.0
|
%
|
|
94.0
|
%
|
Malls weighted average:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total excluding anchors
|
89.9
|
%
|
|
89.7
|
%
|
|
95.4
|
%
|
|
92.9
|
%
|
|
90.4
|
%
|
|
90.0
|
%
|
Total including anchors
|
93.5
|
%
|
|
93.4
|
%
|
|
96.9
|
%
|
|
95.2
|
%
|
|
93.8
|
%
|
|
93.6
|
%
|
Other retail properties
|
N/A
|
|
|
N/A
|
|
|
96.5
|
%
|
|
99.9
|
%
|
|
96.5
|
%
|
|
99.9
|
%
|
(1)
|
Occupancy for both periods presented includes all tenants irrespective of the term of their agreements. Retail portfolio and mall occupancy for all periods presented excludes properties sold or classified as held for sale in 2016 and 2015 and the Fashion Outlets of Philadelphia because the property is under redevelopment.
|
(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.
|
|
|
Initial Gross Rent Spread
(1)
|
|
Avg Rent Spread
(2)
|
|
Annualized Tenant Improvements psf
(3)
|
|||||||||||||||||||||||
|
|
Number
|
|
GLA
|
|
Term
|
|
Initial Rent psf
|
|
Previous Rent psf
|
|
$
|
|
%
|
|
%
|
|
||||||||||||
Non Anchor
|
|||||||||||||||||||||||||||||
New Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Under 10,000 sf
|
|
32
|
|
|
76,263
|
|
|
7.3
|
|
|
$
|
61.43
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
7.45
|
|
||||
Over 10,000 sf
|
|
2
|
|
|
21,875
|
|
|
10.0
|
|
|
26.51
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
3.77
|
|
||||||
Total New Leases
|
|
34
|
|
|
98,138
|
|
|
7.5
|
|
|
$
|
53.65
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
6.63
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Renewal Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Under 10,000 sf
|
|
49
|
|
|
121,959
|
|
|
3.8
|
|
|
$
|
56.02
|
|
|
$
|
52.15
|
|
|
$
|
3.87
|
|
|
7.4%
|
|
13.4%
|
|
$
|
0.42
|
|
Over 10,000 sf
|
|
1
|
|
|
30,701
|
|
|
5.0
|
|
|
15.80
|
|
|
14.82
|
|
|
0.98
|
|
|
6.6%
|
|
6.6%
|
|
—
|
|
||||
Total Fixed Rent
|
|
50
|
|
|
152,660
|
|
|
3.9
|
|
|
$
|
47.93
|
|
|
$
|
44.64
|
|
|
$
|
3.29
|
|
|
7.4%
|
|
12.8%
|
|
$
|
0.34
|
|
Percentage in Lieu
|
|
2
|
|
|
18,653
|
|
|
4.0
|
|
|
$
|
15.23
|
|
|
$
|
9.91
|
|
|
$
|
5.32
|
|
|
53.7%
|
|
N/A
|
|
$
|
—
|
|
Total Renewal Leases
|
|
52
|
|
|
171,313
|
|
|
3.9
|
|
|
$
|
44.37
|
|
|
$
|
40.86
|
|
|
$
|
3.51
|
|
|
8.6%
|
|
N/A
|
|
$
|
0.29
|
|
Total Non Anchor
|
|
86
|
|
|
269,451
|
|
|
5.3
|
|
|
$
|
47.75
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Anchor
|
|||||||||||||||||||||||||||||
New Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
—
|
|
||||
Renewal Leases
|
|
3
|
|
|
193,989
|
|
|
3.7
|
|
|
$
|
4.40
|
|
|
$
|
4.32
|
|
|
$
|
0.08
|
|
|
1.9%
|
|
N/A
|
|
$
|
—
|
|
Total
|
|
3
|
|
|
193,989
|
|
|
3.7
|
|
|
$
|
4.40
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Initial renewal spread is computed by comparing the initial rent per square foot in the new lease to the final rent per square foot amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, common area maintenance (“CAM”) charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied.
|
(2)
|
Average renewal spread is computed by comparing the average rent per square foot over the new lease term to the final rent per square foot amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent.
|
(3)
|
These leasing costs are presented as annualized costs per square foot and are spread uniformly over the initial lease term.
|
|
|
Initial Gross Rent Spread
(1)
|
|
Avg Rent Spread
(2)
|
|
Annualized Tenant Improvements psf
(3)
|
|||||||||||||||||||||||
|
|
Number
|
|
GLA
|
|
Term
|
|
Initial Rent psf
|
|
Previous Rent psf
|
|
$
|
|
%
|
|
%
|
|
||||||||||||
Non Anchor
|
|||||||||||||||||||||||||||||
New Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Under 10,000 sf
|
|
53
|
|
|
129,036
|
|
|
8.2
|
|
|
$
|
54.50
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
7.96
|
|
||||
Over 10,000 sf
|
|
4
|
|
|
110,153
|
|
|
10.0
|
|
|
19.07
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
9.48
|
|
||||||
Total New Leases
|
|
57
|
|
|
239,189
|
|
|
8.3
|
|
|
$
|
38.18
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
8.66
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Renewal Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Under 10,000 sf
|
|
100
|
|
|
254,684
|
|
|
3.9
|
|
|
$
|
57.24
|
|
|
$
|
52.39
|
|
|
$
|
4.85
|
|
|
9.3%
|
|
17.0%
|
|
$
|
0.38
|
|
Over 10,000 sf
|
|
2
|
|
|
41,078
|
|
|
5.0
|
|
|
18.51
|
|
|
17.02
|
|
|
1.49
|
|
|
8.8%
|
|
9.4%
|
|
—
|
|
||||
Total Fixed Rent
|
|
102
|
|
|
295,762
|
|
|
3.9
|
|
|
$
|
51.86
|
|
|
$
|
47.48
|
|
|
$
|
4.38
|
|
|
9.2%
|
|
16.6%
|
|
$
|
0.33
|
|
Percentage in Lieu
|
|
8
|
|
|
49,316
|
|
|
2.4
|
|
$
|
14.52
|
|
|
$
|
13.73
|
|
|
$
|
0.79
|
|
|
5.8%
|
|
N/A
|
|
$
|
—
|
|
|
Total Renewal Leases
|
|
110
|
|
|
345,078
|
|
|
3.7
|
|
|
$
|
46.52
|
|
|
$
|
42.65
|
|
|
$
|
3.87
|
|
|
9.1%
|
|
N/A
|
|
$
|
0.28
|
|
Total Non Anchor
|
|
167
|
|
|
584,267
|
|
|
5.6
|
|
|
$
|
43.11
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Anchor
|
|||||||||||||||||||||||||||||
New Leases
|
|
1
|
|
|
90,000
|
|
|
10.0
|
|
|
$
|
16.60
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
3.68
|
|
||||
Renewal Leases
|
|
6
|
|
|
488,399
|
|
|
4.2
|
|
|
$
|
3.47
|
|
|
$
|
3.43
|
|
|
$
|
0.04
|
|
|
1.2%
|
|
N/A
|
|
$
|
—
|
|
Total
|
|
7
|
|
|
578,399
|
|
|
5.1
|
|
|
$
|
5.51
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Initial renewal spread is computed by comparing the initial rent per square foot in the new lease to the final rent per square foot amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, common area maintenance (“CAM”) charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied.
|
(2)
|
Average renewal spread is computed by comparing the average rent per square foot over the new lease term to the final rent per square foot amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent.
|
(3)
|
These leasing costs are presented as annualized costs per square foot and are spread uniformly over the initial lease term.
|
|
Three Months Ended
June 30, |
|
% Change
2015 to 2016 |
|
Six Months Ended
June 30, |
|
% Change
2015 to 2016 |
||||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||||||
Real estate revenue
|
$
|
92,739
|
|
|
$
|
100,882
|
|
|
(8
|
)%
|
|
$
|
194,195
|
|
|
$
|
199,666
|
|
|
(3
|
)%
|
Other income
|
1,514
|
|
|
811
|
|
|
87
|
%
|
|
2,030
|
|
|
2,084
|
|
|
(3
|
)%
|
||||
Property operating expenses
|
(37,532
|
)
|
|
(42,014
|
)
|
|
(11
|
)%
|
|
(80,643
|
)
|
|
(85,165
|
)
|
|
(5
|
)%
|
||||
Depreciation and amortization
|
(31,662
|
)
|
|
(36,641
|
)
|
|
(14
|
)%
|
|
(65,397
|
)
|
|
(69,830
|
)
|
|
(6
|
)%
|
||||
General and administrative expenses
|
(8,883
|
)
|
|
(9,126
|
)
|
|
(3
|
)%
|
|
(17,469
|
)
|
|
(18,070
|
)
|
|
(3
|
)%
|
||||
Provision for employee separation expense
|
(658
|
)
|
|
—
|
|
|
—
|
%
|
|
(1,193
|
)
|
|
—
|
|
|
—
|
%
|
||||
Acquisition costs and other expenses
|
(243
|
)
|
|
(817
|
)
|
|
(70
|
)%
|
|
(294
|
)
|
|
(5,269
|
)
|
|
(94
|
)%
|
||||
Interest expense, net
|
(17,067
|
)
|
|
(21,126
|
)
|
|
(19
|
)%
|
|
(36,413
|
)
|
|
(41,271
|
)
|
|
(12
|
)%
|
||||
Impairment of assets
|
(14,118
|
)
|
|
(28,667
|
)
|
|
(51
|
)%
|
|
(14,724
|
)
|
|
(34,907
|
)
|
|
(58
|
)%
|
||||
Equity in income of partnerships
|
4,192
|
|
|
2,032
|
|
|
106
|
%
|
|
8,075
|
|
|
4,114
|
|
|
96
|
%
|
||||
Gains on sales of interests in real estate
|
20,887
|
|
|
—
|
|
|
—
|
%
|
|
22,922
|
|
|
—
|
|
|
—
|
%
|
||||
Gain on sales of interests in non operating real estate
|
—
|
|
|
—
|
|
|
—
|
%
|
|
9
|
|
|
43
|
|
|
(79
|
)%
|
||||
Net income (loss)
|
$
|
9,169
|
|
|
$
|
(34,666
|
)
|
|
126
|
%
|
|
$
|
11,098
|
|
|
$
|
(48,605
|
)
|
|
(123
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) per share - basic and diluted
|
$
|
0.06
|
|
|
$
|
(0.51
|
)
|
|
112
|
%
|
|
$
|
0.03
|
|
|
$
|
(0.76
|
)
|
|
104
|
%
|
•
|
a decrease of $11.1 million in real estate revenue related to properties sold in 2015 and 2016; partially offset by
|
•
|
an increase of $2.0 million in Same Store (as defined below) base rent due to increases from new store openings and lease renewals with higher base rental amounts, with notable increases at Springfield Town Center and Moorestown Mall; and
|
•
|
an increase of $0.8 million in Same Store expense reimbursements, due to an increase in real estate tax expense (see “—Operating Expenses”).
|
•
|
a decrease of $15.9 million in real estate revenue related to properties and real estate interests sold in 2015 and 2016;
|
•
|
a decrease of $1.2 million in Same Store expense reimbursements, due to decreases in utility expense and snow removal expense (see “—Operating Expenses”); partially offset by
|
•
|
an increase of $9.8 million in real estate revenue from the acquisition of Springfield Town Center in March 2015; and
|
•
|
an increase of $1.8 million in Same Store base rent due to increases from new store openings and lease renewals with higher base rental amounts, with notable increases at Moorestown Mall and Cherry Hill Mall.
|
•
|
a decrease of $5.2 million in property operating expenses related to properties sold in 2015 and 2016; and
|
•
|
a decrease of $0.3 million in bad debt expense due to the business failure of an office tenant at Voorhees Town Center in 2015; partially offset by
|
•
|
an increase of $1.2 million in Same Store real estate tax expense due to a combination of increases in the real estate tax assessment value and the real estate tax rate.
|
•
|
a decrease of $7.3 million in property operating expenses related to properties sold in 2015 and 2016;
|
•
|
a decrease of $1.3 million in Same Store common area maintenance expense, including decreases of $0.8 million in snow removal expense and $0.3 million in common area utilities. During the three months ended March 31, 2016, weather across the Mid-Atlantic States, where many of our properties are located, was milder and drier compared to the three months ended March 31, 2015;
|
•
|
a decrease of $1.1 million in Same Store non-common area utility expense. Temperatures across the Mid-Atlantic States, where many of our properties are located, were well above average during the three months ended March 31, 2016, resulting in lower electricity usage compared to the three months ended March 31, 2015. In addition, there was a significant increase in electric rates during February 2015 due to extreme cold weather that particularly affected our properties located in Pennsylvania, New Jersey and Maryland; and
|
•
|
a decrease of $0.6 million in bad debt expense due to the business failure of an office tenant at Voorhees Town Center in 2015; partially offset by
|
•
|
an increase of $4.2 million in property operating expenses from the acquisition of Springfield Town Center in March 2015; and
|
•
|
an increase of $1.4 million in Same Store real estate tax expense due to a combination of increases in the real estate tax assessment value and the real estate tax rate.
|
|
Same Store
|
|
Non Same Store
|
|
Total
|
|||||||||||||||||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
%
Change
|
|
2016
|
|
2015
|
|
%
Change
|
|
2016
|
|
2015
|
|
%
Change
|
|||||||||||||||
Real estate revenue
|
$
|
101,376
|
|
|
$
|
98,347
|
|
|
3.1
|
%
|
|
$
|
3,947
|
|
|
$
|
14,628
|
|
|
(73.0
|
)%
|
|
$
|
105,323
|
|
|
$
|
112,975
|
|
|
(6.8
|
)%
|
Property operating expenses
|
(39,090
|
)
|
|
(38,426
|
)
|
|
1.7
|
%
|
|
(1,672
|
)
|
|
(8,058
|
)
|
|
(79.3
|
)%
|
|
(40,762
|
)
|
|
(46,484
|
)
|
|
(12.3
|
)%
|
||||||
Net Operating Income
|
$
|
62,286
|
|
|
$
|
59,921
|
|
|
3.9
|
%
|
|
$
|
2,275
|
|
|
$
|
6,570
|
|
|
(65.4
|
)%
|
|
$
|
64,561
|
|
|
$
|
66,491
|
|
|
(2.9
|
)%
|
|
Same Store
|
|
Non Same Store
|
|
Total
|
|||||||||||||||||||||||||||
(in thousands of dollars)
|
2016
|
|
2015
|
|
%
Change
|
|
2016
|
|
2015
|
|
%
Change
|
|
2016
|
|
2015
|
|
%
Change
|
|||||||||||||||
Real estate revenue
|
$
|
188,403
|
|
|
$
|
187,073
|
|
|
0.7
|
%
|
|
$
|
31,768
|
|
|
$
|
37,849
|
|
|
(16.1
|
)%
|
|
$
|
220,171
|
|
|
$
|
224,922
|
|
|
(2.1
|
)%
|
Property operating expenses
|
(73,223
|
)
|
|
(74,616
|
)
|
|
(1.9
|
)%
|
|
(15,144
|
)
|
|
(20,221
|
)
|
|
(25.1
|
)%
|
|
(88,367
|
)
|
|
(94,837
|
)
|
|
(6.8
|
)%
|
||||||
Net Operating Income
|
$
|
115,180
|
|
|
$
|
112,457
|
|
|
2.4
|
%
|
|
$
|
16,624
|
|
|
$
|
17,628
|
|
|
(5.7
|
)%
|
|
$
|
131,804
|
|
|
$
|
130,085
|
|
|
1.3
|
%
|
•
|
a decrease of $9.7 million related to properties sold in 2015 and 2016; partially offset by
|
•
|
an increase of $2.9 million due to a higher asset base resulting from capital improvements related to new tenants at our same store properties, as well as accelerated amortization of capital improvements associated with store closings in the six months ended June 30, 2016; and
|
•
|
an increase of $2.4 million related to the March 2015 acquisition of Springfield Town Center.
|
(in thousands, except per share amounts)
|
Three Months Ended
June 30, 2016 |
|
% Change
2015 to 2016
|
|
Three Months Ended
June 30, 2015 |
||||
Funds from operations attributable to common shareholders and OP Unit holders
|
$
|
32,319
|
|
|
10.3%
|
|
$
|
29,311
|
|
Accelerated amortization of financing costs
|
—
|
|
|
|
|
1,030
|
|
||
Acquisition costs
|
—
|
|
|
|
|
138
|
|
||
Provision for employee separation expense
|
658
|
|
|
|
|
—
|
|
||
Funds from operations attributable to common shareholders and OP Unit holders, as adjusted
|
$
|
32,977
|
|
|
8.2%
|
|
$
|
30,479
|
|
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit
|
$
|
0.42
|
|
|
10.5%
|
|
$
|
0.38
|
|
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit, as adjusted
|
$
|
0.43
|
|
|
10.3%
|
|
$
|
0.39
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding
|
69,091
|
|
|
|
|
68,753
|
|
||
Weighted average effect of full conversion of OP Units
|
8,327
|
|
|
|
|
8,357
|
|
||
Effect of common share equivalents
|
68
|
|
|
|
|
425
|
|
||
Total weighted average shares outstanding, including OP Units
|
77,486
|
|
|
|
|
77,535
|
|
(in thousands, except per share amounts)
|
Six Months Ended
June 30, 2016 |
|
% Change
2015 to 2016
|
|
Six Months Ended
June 30, 2015 |
||||
Funds from operations attributable to common shareholders and OP Unit holders
|
$
|
64,657
|
|
|
20.5%
|
|
$
|
53,673
|
|
Acquisition costs
|
—
|
|
|
|
|
3,468
|
|
||
Provision for employee separation expense
|
1,193
|
|
|
|
|
—
|
|
||
Accelerated amortization costs
|
—
|
|
|
|
|
1,030
|
|
||
Loss on hedge ineffectiveness
|
143
|
|
|
|
|
512
|
|
||
Funds from operations attributable to common shareholders and OP Unit holders, as adjusted
|
$
|
65,993
|
|
|
12.5%
|
|
$
|
58,683
|
|
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit
|
$
|
0.83
|
|
|
15.3%
|
|
$
|
0.72
|
|
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit, as adjusted
|
$
|
0.85
|
|
|
7.6%
|
|
$
|
0.79
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding
|
69,032
|
|
|
|
|
68,660
|
|
||
Weighted average effect of full conversion of OP Units
|
8,333
|
|
|
|
|
5,291
|
|
||
Effect of common share equivalents
|
125
|
|
|
|
|
493
|
|
||
Total weighted average shares outstanding, including OP Units
|
77,490
|
|
|
|
|
74,444
|
|
•
|
Except for two 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.
|
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||
(in thousands of dollars)
|
Consolidated
|
|
Share of
Unconsolidated Partnerships |
|
Total (a non-GAAP measure)
|
|
Consolidated
|
|
Share of
Unconsolidated Partnerships |
|
Total (a non-
GAAP measure) |
||||||||||||
Real estate revenue
|
$
|
92,739
|
|
|
$
|
12,584
|
|
|
$
|
105,323
|
|
|
$
|
100,882
|
|
|
$
|
12,093
|
|
|
$
|
112,975
|
|
Property operating expenses
|
(37,532
|
)
|
|
(3,230
|
)
|
|
(40,762
|
)
|
|
(42,014
|
)
|
|
(4,470
|
)
|
|
(46,484
|
)
|
||||||
Net operating income (NOI)
|
55,207
|
|
|
9,354
|
|
|
64,561
|
|
|
58,868
|
|
|
7,623
|
|
|
66,491
|
|
||||||
General and administrative expenses
|
(8,883
|
)
|
|
—
|
|
|
(8,883
|
)
|
|
(9,126
|
)
|
|
—
|
|
|
(9,126
|
)
|
||||||
Provision for employee separation expense
|
(658
|
)
|
|
—
|
|
|
(658
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income
|
1,514
|
|
|
—
|
|
|
1,514
|
|
|
811
|
|
|
—
|
|
|
811
|
|
||||||
Acquisition costs and other expenses
|
(243
|
)
|
|
(1
|
)
|
|
(244
|
)
|
|
(817
|
)
|
|
(14
|
)
|
|
(831
|
)
|
||||||
Interest expense, net
|
(17,067
|
)
|
|
(2,577
|
)
|
|
(19,644
|
)
|
|
(21,126
|
)
|
|
(2,566
|
)
|
|
(23,692
|
)
|
||||||
Depreciation of non real estate assets
|
(365
|
)
|
|
—
|
|
|
(365
|
)
|
|
(380
|
)
|
|
—
|
|
|
(380
|
)
|
||||||
Preferred share dividends
|
(3,962
|
)
|
|
—
|
|
|
(3,962
|
)
|
|
(3,962
|
)
|
|
—
|
|
|
(3,962
|
)
|
||||||
Funds from operations attributable to common shareholders and OP Unit holders (FFO)
|
25,543
|
|
|
6,776
|
|
|
32,319
|
|
|
24,268
|
|
|
5,043
|
|
|
29,311
|
|
||||||
Depreciation of real estate assets
|
(31,297
|
)
|
|
(2,584
|
)
|
|
(33,881
|
)
|
|
(36,261
|
)
|
|
(3,011
|
)
|
|
(39,272
|
)
|
||||||
Equity in income of partnerships
|
4,192
|
|
|
(4,192
|
)
|
|
—
|
|
|
2,032
|
|
|
(2,032
|
)
|
|
—
|
|
||||||
Impairment of assets
|
(14,118
|
)
|
|
—
|
|
|
(14,118
|
)
|
|
(28,667
|
)
|
|
—
|
|
|
(28,667
|
)
|
||||||
Gains on sales of interests in real estate
|
20,887
|
|
|
—
|
|
|
20,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Preferred share dividends
|
3,962
|
|
|
—
|
|
|
3,962
|
|
|
3,962
|
|
|
—
|
|
|
3,962
|
|
||||||
Net income (loss)
|
$
|
9,169
|
|
|
$
|
—
|
|
|
$
|
9,169
|
|
|
$
|
(34,666
|
)
|
|
$
|
—
|
|
|
$
|
(34,666
|
)
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||
(in thousands of dollars)
|
Consolidated
|
|
Share of
Unconsolidated Partnerships |
|
Total (a non-GAAP measure)
|
|
Consolidated
|
|
Share of
Unconsolidated Partnerships |
|
Total (a non-
GAAP measure) |
||||||||||||
Real estate revenue
|
$
|
194,195
|
|
|
$
|
25,976
|
|
|
$
|
220,171
|
|
|
$
|
199,666
|
|
|
$
|
25,256
|
|
|
$
|
224,922
|
|
Property operating expenses
|
(80,643
|
)
|
|
(7,724
|
)
|
|
(88,367
|
)
|
|
(85,165
|
)
|
|
(9,672
|
)
|
|
(94,837
|
)
|
||||||
Net operating income (NOI)
|
113,552
|
|
|
18,252
|
|
|
131,804
|
|
|
114,501
|
|
|
15,584
|
|
|
130,085
|
|
||||||
General and administrative expenses
|
(17,469
|
)
|
|
—
|
|
|
(17,469
|
)
|
|
(18,070
|
)
|
|
—
|
|
|
(18,070
|
)
|
||||||
Provision for employee separation expense
|
(1,193
|
)
|
|
—
|
|
|
(1,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income
|
2,030
|
|
|
—
|
|
|
2,030
|
|
|
2,084
|
|
|
—
|
|
|
2,084
|
|
||||||
Acquisition costs and other expenses
|
(294
|
)
|
|
(1
|
)
|
|
(295
|
)
|
|
(5,269
|
)
|
|
(41
|
)
|
|
(5,310
|
)
|
||||||
Interest expense, net
|
(36,413
|
)
|
|
(5,158
|
)
|
|
(41,571
|
)
|
|
(41,271
|
)
|
|
(5,206
|
)
|
|
(46,477
|
)
|
||||||
Depreciation of non real estate assets
|
(734
|
)
|
|
—
|
|
|
(734
|
)
|
|
(758
|
)
|
|
—
|
|
|
(758
|
)
|
||||||
Gains on sales of interests in non operating real estate
|
9
|
|
|
—
|
|
|
9
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||
Preferred share dividends
|
(7,924
|
)
|
|
—
|
|
|
(7,924
|
)
|
|
(7,924
|
)
|
|
—
|
|
|
(7,924
|
)
|
||||||
Funds from operations attributable to common shareholders and OP Unit holders (FFO)
|
51,564
|
|
|
13,093
|
|
|
64,657
|
|
|
43,336
|
|
|
10,337
|
|
|
53,673
|
|
||||||
Depreciation of real estate assets
|
(64,663
|
)
|
|
(5,018
|
)
|
|
(69,681
|
)
|
|
(69,072
|
)
|
|
(6,223
|
)
|
|
(75,295
|
)
|
||||||
Equity in income of partnerships
|
8,075
|
|
|
(8,075
|
)
|
|
—
|
|
|
4,114
|
|
|
(4,114
|
)
|
|
—
|
|
||||||
Impairment of assets
|
(14,724
|
)
|
|
—
|
|
|
(14,724
|
)
|
|
(34,907
|
)
|
|
—
|
|
|
(34,907
|
)
|
||||||
Gains on sales of interests in real estate
|
22,922
|
|
|
—
|
|
|
22,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Preferred share dividends
|
7,924
|
|
|
—
|
|
|
7,924
|
|
|
7,924
|
|
|
—
|
|
|
7,924
|
|
||||||
Net income (loss)
|
$
|
11,098
|
|
|
$
|
—
|
|
|
$
|
11,098
|
|
|
$
|
(48,605
|
)
|
|
$
|
—
|
|
|
$
|
(48,605
|
)
|
•
|
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.
|
(in thousands of dollars)
|
Total
|
|
Remainder of 2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
||||||||||
Principal payments
|
$
|
137,267
|
|
|
$
|
8,974
|
|
|
$
|
36,556
|
|
|
$
|
39,142
|
|
|
$
|
52,595
|
|
Balloon payments
|
1,099,614
|
|
|
—
|
|
|
218,469
|
|
|
27,161
|
|
|
853,984
|
|
|||||
Total
|
$
|
1,236,881
|
|
|
$
|
8,974
|
|
|
$
|
255,025
|
|
|
$
|
66,303
|
|
|
$
|
906,579
|
|
(in thousands of dollars)
|
Total
|
|
Remainder of 2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
||||||||||
Mortgage loan principal payments
|
$
|
1,236,881
|
|
|
$
|
8,974
|
|
|
$
|
255,025
|
|
|
$
|
66,303
|
|
|
$
|
906,579
|
|
Term Loans
|
400,000
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
100,000
|
|
|||||
2013 Revolving Facility
|
85,000
|
|
|
—
|
|
|
85,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest on indebtedness
(1)
|
328,521
|
|
|
33,703
|
|
|
117,796
|
|
|
91,559
|
|
|
85,463
|
|
|||||
Operating leases
|
6,464
|
|
|
1,056
|
|
|
3,887
|
|
|
1,512
|
|
|
9
|
|
|||||
Ground leases
|
315
|
|
|
282
|
|
|
6
|
|
|
6
|
|
|
21
|
|
|||||
Development and redevelopment commitments
(2)
|
78,667
|
|
|
50,015
|
|
|
25,652
|
|
|
3,000
|
|
|
—
|
|
|||||
Total
|
$
|
2,135,848
|
|
|
$
|
94,030
|
|
|
$
|
487,366
|
|
|
$
|
462,380
|
|
|
$
|
1,092,072
|
|
•
|
changes in the retail industry, including consolidation and store closings, particularly among anchor tenants;
|
•
|
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;
|
•
|
increases in operating costs that cannot be passed on to tenants;
|
•
|
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 sell properties that we seek to dispose of or our ability to obtain estimated sale prices;
|
•
|
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;
|
•
|
risks relating to development and redevelopment activities;
|
•
|
our ability to identify and execute on suitable acquisition opportunities and to integrate acquired properties into our
|
•
|
our partnerships and joint ventures with third parties to acquire or develop properties;
|
•
|
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;
|
•
|
changes to our corporate management team and any resulting modifications to our business strategies;
|
•
|
the effects of online shopping and other uses of technology on our retail tenants;
|
•
|
acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and
|
•
|
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 Credit Agreements;
|
•
|
our ability to refinance our existing indebtedness when it matures, on favorable terms or at all;
|
•
|
our ability to raise capital, including through the issuance of equity or equity-related securities if market conditions are favorable, through joint ventures or other partnerships, through sales of properties or interests in properties, or through other actions;
|
•
|
our short and long-term liquidity position;
|
•
|
potential dilution from any capital raising transactions or other equity issuances; and
|
•
|
general economic, financial and political conditions, including credit and capital market conditions, changes in interest rates or unemployment.
|
|
Fixed Rate Debt
|
|
Variable Rate Debt
|
||||||||||
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Payments
|
|
Weighted
Average
Interest Rate
(1)
|
|
Principal
Payments
|
|
Weighted
Average
Interest Rate
(1)
|
||||||
2016
|
$
|
8,134
|
|
|
4.25
|
%
|
|
$
|
840
|
|
|
2.46
|
%
|
2017
|
166,244
|
|
|
5.29
|
%
|
|
1,680
|
|
|
2.46
|
%
|
||
2018
|
16,952
|
|
|
4.25
|
%
|
|
155,149
|
|
(2)
|
2.14
|
%
|
||
2019
|
17,692
|
|
|
4.25
|
%
|
|
151,680
|
|
(3)
|
2.10
|
%
|
||
2020 and thereafter
|
817,920
|
|
|
4.22
|
%
|
|
385,590
|
|
(4)
|
2.34
|
%
|
(1)
|
Based on the weighted average interest rates in effect as of
June 30, 2016
.
|
(2)
|
Includes 2013 Revolving Facility borrowings of $
85.0 million
with an interest rate of
1.76%
as of
June 30, 2016
.
|
(3)
|
Includes Term Loan debt balance of $150.0 million with a weighted average interest rate of
2.06%
as of
June 30, 2016
.
|
(4)
|
Includes Term Loan debt balance of $250.0 million with a weighted average interest rate of
2.06%
as of
June 30, 2016
.
|
•
|
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.
|
Period
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per
Share
|
|
Total Number of
Shares Purchased
as part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
|
||||||
April 1 - April 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
May 1 - May 31, 2016
|
1,455
|
|
|
23.19
|
|
|
—
|
|
|
—
|
|
||
June 1 - June 30, 2016
|
2,407
|
|
|
21.28
|
|
|
—
|
|
|
—
|
|
||
Total
|
3,862
|
|
|
$
|
22.00
|
|
|
—
|
|
|
$
|
—
|
|
|
|
10.1
|
Separation of Employment Agreement dated April 15, 2016 by and between Pennsylvania Real Estate Investment Trust, PREIT Associates L.P., PREIT Services, LLC and Ronald Rubin (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the registrant on April 29, 2016).
|
|
|
10.2
|
Fourth Amendment to Seven-Year Term Loan Agreement dated as of June 26, 2015 by and among PREIT Associates L.P., PREIT-RUBIN, Inc., PREIT and the Financial institutions party thereto .
|
|
|
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.
|
|
|
101
|
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2016 is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015; (ii) Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015; (iii) Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015; (iv) Consolidated Statements of Equity for the six months ended June 30, 2016; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015; and (vi) Notes to Unaudited Consolidated Financial Statements.
|
|
|
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
|
|
Date:
|
July 28, 2016
|
|
|
|
|
By:
|
/s/ Joseph F. Coradino
|
|
|
|
Joseph F. Coradino
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Robert F. McCadden
|
|
|
|
Robert F. McCadden
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
By:
|
/s/ Jonathen Bell
|
|
|
|
Jonathen Bell
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
10.1
|
Separation of Employment Agreement dated April 15, 2016 by and between Pennsylvania Real Estate Investment Trust, PREIT Associates L.P., PREIT Services, LLC and Ronald Rubin (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the registrant on April 29, 2016).
|
|
|
10.2*
|
Fourth Amendment to Seven-Year Term Loan Agreement dated as of June 26, 2015 by and among PREIT Associates L.P., PREIT-RUBIN, Inc., PREIT and the Financial institutions party thereto.
|
|
|
|
|
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.
|
|
|
101*
|
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2016 is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015; (ii) Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015; (iii) Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015; (iv) Consolidated Statements of Equity for the six months ended June 30, 2016; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015; and (vi) Notes to Unaudited Consolidated Financial Statements.
|
*
|
filed herewith
|
**
|
furnished herewith
|
Level
|
Ratio of Total Liabilities to Gross Asset Value
|
Applicable Margin
|
1
|
Less than 0.450 to 1.00
|
1.35%
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.45%
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
|
1.60%
|
4
|
Equal to or greater than 0.550
|
1.90%
|
Lender
|
Existing
Loans
|
Reallocated Existing Loans
|
New Commitment Amount
|
Wells Fargo Bank, National Association
|
$35,000,000
|
$20,000,000
|
$30,000,000
|
Capital One, National Association
|
$35,000,000
|
$20,000,000
|
$30,000,000
|
Citizens Bank, N.A.
|
N/A
|
$20,000,000
|
$30,000,000
|
Manufacturers and Traders Trust Company
|
$15,000,000
|
$8,000,000
|
$12,000,000
|
MUFG Union Bank, N.A.
|
$15,000,000
|
$6,000,000
|
$9,000,000
|
U.S. Bank National Association
|
N/A
|
$5,500,000
|
$8,250,000
|
JPMorgan Chase Bank, N.A.
|
N/A
|
$5,500,000
|
$8,250,000
|
PNC Bank, National Association
|
N/A
|
$5,500,000
|
$8,250,000
|
Associated Bank, National Association
|
N/A
|
$5,500,000
|
$8,250,000
|
Branch Banking and Trust Company
|
N/A
|
$4,000,000
|
$6,000,000
|
TOTAL
|
$100,000,000
|
100,000,000
|
$150,000,000
|
Limited Partnerships
|
Jurisdiction of Organization
|
Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest
|
Property Owned by Subsidiary
|
801 Developers, LP
|
PA
|
801 Developers GP, LLC - 1.0% GP
PREIT - 99% LP
|
See 801-Gallery Associates, L.P.
|
Bala Cynwyd Associates, LP
|
PA
|
PR Cherry Hill Office GP, LLC - 0.1% GP
PREIT - 99.9% LP
|
One Cherry Hill Plaza
|
Cumberland Mall Associates
|
NJ
|
PR Cumberland GP, LLC - 1% GP
PR Cumberland LP, LLC - 99% LP
|
Cumberland Mall
|
Plymouth Ground Associates, LP
|
PA
|
Plymouth Ground Associates LLC - 0.1% GP
PREIT - 99.9% LP
|
Plymouth Meeting Mall (fee owner)
|
PR 8-10 Market LP
|
DE
|
PR 8-10 Market Mezz LLC - 0.1% GP
PREIT - 99.9% LP
|
See PM Gallery LP
|
PR 907 Market Mezz LP
|
DE
|
PR 907 Market Mezz GP LLC - 1.0% GP
PREIT - 99.0% LP
|
See PR 907 Market LP
|
PR AEKI Plymouth, L.P.
|
DE
|
PR AEKI Plymouth LLC - 0.1% GP
PREIT - 99.9% LP
|
IKEA Parcel
|
PR Beaver Valley Limited Partnership
|
PA
|
PR Beaver Valley LLC - 1% GP
PREIT - 99% LP
|
Beaver Valley Mall (Parcels 1 & 2)
|
PR BOS LP
|
PA
|
PR BOS GP, LLC - 1% GP
PREIT - 99% LP
|
Lehigh Valley Mall - Boscov’s Outparcel (50% joint venture)
|
PR Capital City Limited Partnership
|
PA
|
PR Capital City LLC - 0.5% GP
PREIT - 99.5% LP
|
Capital City Mall (leasehold)
|
PR CC Limited Partnership
|
PA
|
PR CC I LLC - 0.01% GP
PREIT - 99.99% LP
|
Capital City Mall (land)
|
PR Echelon Limited Partnership
|
PA
|
PR Echelon LLC - 0.1% GP
PREIT - 99.9% LP
|
See Echelon Title, LLC
|
PR Exton Limited Partnership
|
PA
|
PR Exton LLC - 0.1% GP
PREIT - 99.9% LP
|
See XGP LLC, X-I Holding LP and X-II Holding LP
|
PR Exton Outparcel Holdings, LP
|
PA
|
PR Exton Outparcel GP, LLC - 0.1% GP
PREIT - 99.9% LP
|
See PR Exton Outparcel Limited Partnership
|
PR Exton Outparcel Limited Partnership
|
PA
|
PR Exton Outparcel GP, LLC - 0.1% GP
PR Exton Outparcel Holdings, LP - 99.9% LP
|
Exton Outparcel
|
PR Exton Square Property, L.P. (f/k/a X-I Holding LP)
|
DE
|
XGP LLC - 1% GP
PR Exton Limited Partnership - 99% LP
|
Exton Square Mall Parcel and Leasehold and Fee interest in Kmart parcel at Mall
|
PR Financing Limited Partnership
|
DE
|
PR Financing I LLC - 0.5% GP
PREIT - 99.5% LP
|
Francis Scott Key Mall
Jacksonville Mall (leasehold)
Patrick Henry Mall
Viewmont Mall*
*Certain parcels at these properties are owned by PREIT-RUBIN OP, Inc.
|
PR Gainesville Limited Partnership
|
DE
|
PR Gainesville LLC - 0.1% GP
PR GV LP - 99.9% LP
|
540 acres of land in Alachua County near Gainesville, Florida
|
PR Gallery II Limited Partnership
|
PA
|
PR Gallery II LLC - 0.1% GP
PREIT - 99.9% LP
|
See Keystone Philadelphia Properties, L.P.
|
PR GV LP
|
DE
|
PR GV LLC - 0.1% GP
PREIT - 99.9% LP
|
See PR Gainesville Limited Partnership
|
PR Holding Sub Limited Partnership
|
PA
|
PR Holding Sub LLC - 0.1% GP
PREIT - 99.9% LP
|
Stand by acquisition entity for Pennsylvania transactions
|
PR Jacksonville Limited Partnership
|
PA
|
PR Jacksonville LLC - 0.5 % GP
PREIT - 99.5% LP
|
Jacksonville Mall
|
PR Logan Valley Limited Partnership
|
PA
|
PR Logan Valley LLC - 0.01% GP
PREIT - 99.99% LP
|
Logan Valley Mall
(record title holder and ground lessor)
|
PR Lycoming Limited Partnership
(to be dissolved)
|
PA
|
PR Lycoming LLC - 0.01% GP
PREIT - 99.99% LP
|
None
|
PR Monroe Old Trail Limited Partnership
|
PA
|
PR Monroe Old Trail, LLC - 0.1% GP
PR Monroe Old Trail Holdings, L.P. - 99.9% LP
|
None
|
PR Monroe Old Trail Holdings, L.P.
|
PA
|
PR Monroe Old Trail Holdings LLC - 0.1% GP
PREIT-RUBIN, INC. - 99.9% LP
|
See PR Monroe Old Trail Limited Partnership.
|
PR Monroe Unit One Holdings, L.P.
(to be dissolved)
|
PA
|
PR Monroe Unit One GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
See PR Monroe Unit One Limited Partnership
|
PR Monroe Unit One Limited Partnership
(to be dissolved)
|
PA
|
PR Monroe Unit One GP, LLC - 0.01% GP
PR Monroe Unit One Holding, L.P. - 99.99% LP
|
None
|
PR Monroe Unit 10C Holdings, L.P.
(to be dissolved)
|
PA
|
PR Monroe Unit 10C GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
See PR Monroe Unit 10C Limited Partnership
|
PR Monroe Unit 10C Limited Partnership
(to be dissolved)
|
PA
|
PR Monroe Unit One GP, LLC - 0.01% GP
PR Monroe Unit 10C Holdings, L.P. - 99.99% LP
|
None
|
PR Moorestown Limited Partnership
|
PA
|
PR Moorestown LLC - 0.1% GP
PREIT - 99.9% LP
|
See Moorestown Mall LLC
|
PR New Castle Associates
|
PA
|
PR New Castle LLC - 0.1% GP
PREIT - 99.9% LP
|
See Cherry Hill Center, LLC
|
PR New Garden Limited Partnership
|
PA
|
PR New Garden LLC - 0.1% GP
PREIT - 99.9% LP
|
22.3 acre parcel of land and 4.9 acre parcel of land in New Garden Township, Chester County, Pennsylvania
|
PR New Garden Residential Limited Partnership
|
PA
|
PR New Garden Residential LLC - 0.1% GP
PREIT-RUBIN, INC. - 99.9% LP
|
Residential parcel (46.7 acres) in New Garden Township, Chester County, Pennsylvania
|
PR New Garden/ Chesco Limited Partnership
|
PA
|
PR New Garden/Chesco LLC - 0.1% GP
PR New Garden/Chesco Holdings, Limited Partnership - 99.9% LP
|
Retail parcels (107.8 acres) in New Garden Township, Chester County, Pennsylvania
|
PR New Garden/ Chesco Holdings, Limited Partnership
|
PA
|
PR New Garden/Chesco Holdings LLC - 0.1% GP
PREIT - 99.9% LP
|
See PR New Garden/Chesco Limited Partnership
|
PR Outdoor, LP
|
PA
|
PR Outdoor, LLC -0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
See Catalyst Outdoor Advertising, LLC
|
PR Outdoor 2, L.P.
|
PA
|
PR Outdoor 2, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
See Catalyst Outdoor 2, LLC
|
PR Palmer Park Mall Limited Partnership
(to be dissolved)
|
PA
|
PR Palmer Park, L.P. - 50.1% GP
PREIT - 49.9% LP
|
None
|
PR Palmer Park, L.P.
(to be dissolved)
|
PA
|
PR Palmer Park Trust - 1% GP
PREIT - 99% LP
|
See PR Palmer Park Mall Limited Partnership
|
PR Pitney Lot 3 Holdings, L.P.
(to be dissolved)
|
PA
|
PR Pitney Lot 3 GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
See PR Pitney Lot 3 Limited Partnership
|
PR Pitney Lot 3 Limited Partnership
(to be dissolved)
|
PA
|
PR Pitney Lot 3 GP, LLC - 0.01% GP
PR Pitney Lot 3 Holdings, L.P. - 99.99% LP
|
None
|
PR Plymouth Meeting Associates PC LP
|
DE
|
PR PM PC Associates LLC - 0.1% GP
PR PM PC Associates L.P. - 99.9% LP
|
Plymouth Commons
|
PR PM PC Associates LP
|
DE
|
PR PM PC Associates LLC - 0.1% GP
PREIT - 99.9% LP
|
See PR Plymouth Meeting Associates PC LP
|
PR Plymouth Meeting Limited Partnership
|
PA
|
PR Plymouth Meeting LLC - 0.1% GP
PREIT - 99.9% LP
|
Plymouth Meeting Mall (leasehold interest) and the Boscov’s parcel (fee interest)
|
PR Springfield Associates, L.P.
(to be dissolved)
|
PA
|
PR Springfield Trust - 1% GP
PREIT - 99% LP
|
None
|
PR Springfield/Delco Limited Partnership
|
PA
|
PR Springfield/Delco LLC - 0.1% GP
PR Springfield/Delco Holdings, L.P. - 99.9% LP
|
50% interest, as tenant in common, in Springfield Mall
|
PR Springfield/Delco Holdings, L.P.
|
PA
|
PR Springfield/Delco Holdings, LLC - 0.1% GP
PREIT - 99.9% LP
|
See PR Springfield/Delco Limited Partnership
|
PR TP LP
|
DE
|
PR TP LLC - 0.1% GP
PREIT - 99.9% LP
|
Tenants under lease on lands adjoining Plymouth Meeting Mall
|
PR Valley Limited Partnership
|
PA
|
PR Valley LLC - 0.5% GP
PREIT - 99.5% LP
|
Valley Mall
PR Hagerstown LLC is the borrower under a mortgage loan secured by Valley Mall.
|
PR Valley View Limited Partnership
|
PA
|
PR Valley View LLC - 0.5% GP
PREIT - 99.5% LP
|
Valley View Mall
|
PR Viewmont Limited Partnership
|
PA
|
PR Viewmont LLC - 0.01% GP
PREIT - 99.99% LP
|
Borrower for $48 million mortgage loan secured by Viewmont Mall. Also lessee of Viewmont Mall under 29 year lease from PR Financing Limited Partnership
|
PR Washington Crown Limited Partnership
|
PA
|
PR Washington Crown LLC - 0.5% GP
PREIT - 99.5% LP
|
Washington Crown Center
|
PR Woodland Limited Partnership
|
DE
|
PR Woodland General, LLC - 1.0% GP
PREIT - 99% LP
|
Woodland Mall
|
PR Wyoming Valley Limited Partnership
|
PA
|
PR Wyoming Valley LLC - 0.5% GP
PREIT - 99.5% LP
|
Wyoming Valley Mall (fee)
|
PREIT Associates, L.P. (“PREIT”)
|
DE
|
Pennsylvania Real Estate Investment Trust - 89.19% consolidated interest as of 3/31/2015
Minority Limited Partners 10.81%
|
See rest of this Chart
|
PREIT Capital Advisors, LP
(to be dissolved)
|
PA
|
PR Advisors GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
None
|
WG Holdings, L.P.
|
PA
|
PRWGP General, LLC - 0.02% GP
PREIT - 99.98% LP
|
See WG Park, L.P.
|
WG Park General, L.P.
|
PA
|
PR WG Park General GP, LLC - 0.1% GP
WG Holdings, L.P. - 99.9% LP
|
See WG Park, L.P.
|
WG Park Limited, L.P.
|
PA
|
WG Holdings of Pennsylvania, L.L.C. - 0.1% GP
WG Holdings, L.P. - 99.9% LP
|
See WG Park, L.P.
|
WG Park, L.P.
|
PA
|
WG Park General, L.P. - 20% GP
WG Park Limited, L.P. - 80% LP
|
Willow Grove Mall
|
WG Park-Anchor B LP
|
DE
|
WG Park-Anchor B, LLC - 0.5% GP
PREIT - 99.5% LP
|
Anchor site at Willow Grove Park (previously used for operation of Strawbridge department store).
|
Limited Liability Companies
2
|
Jurisdiction of Organization
|
Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest
|
Property Owned by Subsidiary
|
801 Developers GP, LLC
|
PA
|
PREIT - 100% Sole Member
|
See 801 Developers, LP
|
Beverage Two, LLC
|
NJ
|
PREIT-RUBIN, INC. - 100% Sole Member
|
None
|
Cherry Hill Center Manager, LLC
|
DE
|
PREIT - 100% Sole Equity Member
William Langan - 0% Special Member
|
See Cherry Hill Center, LLC
|
Cherry Hill Center, LLC
|
MD
|
PR New Castle Associates - 99.9% Member
Cherry Hill Center Manager, LLC - 0.1% Member
|
Cherry Hill Mall
|
Cumberland Mall Retail Condominium Association, LLC
|
NJ
|
Pennsylvania Real Estate Investment Trust entity and other condominium owners are members.
|
None. This entity is a unit owners association related to retail condominium at Cumberland Mall.
|
Echelon Beverage LLC
|
NJ
|
PREIT-RUBIN, INC. - 100% Sole Member
|
|
Echelon Title LLC
|
DE
|
PR Echelon Limited Partnership -100% Sole Member
|
Office Building Parcel
|
Moorestown Beverage I, LLC
|
NJ
|
PREIT-RUBIN, INC. 100% - Sole Member
|
Liquor license associated with Moorestown Mall
|
Moorestown Beverage II, LLC
|
NJ
|
PREIT-RUBIN, INC. 100% - Sole Member
|
Liquor license associated with Moorestown Mall
|
PR Monroe Unit 10C GP, LLC
(to be dissolved)
|
DE
|
PREIT-RUBIN, INC. - 100% Sole Member
|
See PR Monroe Unit 10C Limited Partnership
|
PR Moorestown LLC
|
PA
|
PREIT - 100% Sole Member
|
See PR Moorestown Limited Partnership
|
PR New Castle LLC
|
PA
|
PREIT - 100% Sole Member
|
See PR New Castle Associates
|
PR New Garden LLC
|
PA
|
PREIT - 100% Sole Member
|
See PR New Garden L.P.
|
PR New Garden Residential LLC
|
DE
|
PREIT-RUBIN, INC. - 100% Sole Member
|
See PR New Garden Residential L.P.
|
PR New Garden/Chesco LLC
|
DE
|
PR New Garden LLC - 100% Sole Member
PREIT Services, LLC - 0% Non-member manager
|
See PR New Garden/Chesco Holdings LLC
|
PR New Garden/Chesco Holdings LLC
|
DE
|
PREIT - 100% Sole Member
|
See PR New Garden/Chesco Holdings, L.P.
|
PR North Dartmouth LLC
|
DE
|
PREIT - 100% Sole Member
|
Dartmouth Mall
|
PR Outdoor, LLC
|
DE
|
PREIT-RUBIN, INC. - 100% Sole Member
|
See PR Outdoor, LP
|
PR Outdoor 2, LLC
|
DE
|
PREIT-RUBIN, INC. - 100% Sole Member
|
See PR Outdoor 2, L.P.
|
PR Oxford Valley General, LLC
|
DE
|
PREIT - 100% Sole Member
|
See Oxford Valley Road Associates on Part II of this Schedule
|
PR Patrick Henry LLC
|
DE
|
PREIT - 100% Sole Member
|
Patrick Henry Mall
|
PR Pitney Lot 3 GP, LLC
(to be dissolved)
|
DE
|
PREIT-RUBIN, INC. - 100% Sole Member
|
See PR Pitney Lot 3 Limited Partnership
|
PR PG Plaza LLC
|
DE
|
PREIT - 100% Sole Member
|
See PR Prince George’s Plaza LLC
|
PR Plymouth Meeting LLC
|
PA
|
PREIT - 100% Sole Member
|
See PR Plymouth Meeting Limited Partnership
|
PR PM PC Associates LLC
|
DE
|
PREIT - 100% Sole Member
PREIT Services, LLC - 0% Non-member manager
|
See PR Plymouth Meeting Associates PC LP
|
PR Prince George’s Plaza LLC
|
DE
|
PR PG Plaza LLC - 1% Managing Member
PREIT - 99% Member
|
The Mall at Prince Georges
|
PR Red Rose LLC
|
DE
|
PREIT - 100% Sole Member
|
See Red Rose Commons Associates, L.P. on Part II of this Schedule
|
PR Springfield/Delco LLC
|
DE
|
PREIT - 100% Sole Member
|
See PR Springfield/Delco, L.P.
|
PR Springfield/Delco Holdings LLC
|
DE
|
PREIT - 100% Sole Member
|
See PR Springfield/Delco Holdings, L.P.
|
PR Springfield Town Center LLC
|
DE
|
PREIT - 100% Sole Member
|
Ground Lessee of Springfield Town Center
|
PR Swedes Square LLC
|
DE
|
PREIT - 100% Sole Member
|
Land in New Castle, Delaware
|
WG Holdings of Pennsylvania, L.L.C.
|
PA
|
WG Holdings, L.P. - 100% Sole Member
|
See WG Park, L.P.
|
WG Park - Anchor B, LLC
|
DE
|
PREIT - 100% Sole Member
|
See WG Park - Anchor B LP
|
XGP LLC
|
DE
|
PR Exton Limited Partnership - 100% Sole Member
|
See X-I Holding LP
|
Corporations
2
|
Jurisdiction of Organization
|
Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest
|
Property Owned by Subsidiary
|
1150 Plymouth Associates, Inc.
|
MD
|
PREIT-RUBIN, INC. - 100%
|
Liquor licenses associated with Plymouth Meeting Mall
|
Exton License, Inc.
|
MD
|
PREIT-RUBIN, INC. - 100%
|
Liquor licenses associated with Exton Square
|
PR GC Inc.
|
MD
|
PREIT Services, LLC - 100%
|
None
|
PREIT-RUBIN, Inc.
|
PA
|
PREIT - 100%
|
Former Strawbridge store located at 8
th
and Market. Also, see PR New Garden Residential Limited Partnership
|
PREIT-RUBIN OP, Inc.
|
PA
|
PREIT-RUBIN, INC. - 100%
|
Outparcels acquired in the Crown Transaction that are located at the following properties: Viewmont Mall. (See PR Financing Limited Partnership).
|
PREIT TRS, Inc.
|
DE
|
Pennsylvania Real Estate Investment Trust - 100%
|
REIT Income Test Assignee
|
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.)
|
MD
|
PREIT-RUBIN, INC. - 100%
|
Liquor licenses associated with Plymouth Meeting Mall
|
Springhills Northeast Quadrant Owners Drainage Association No. One, Inc.
|
FL
|
PR Gainesville Limited Partnership, sole member
|
Property owner’s association for property located in Alachua county, Florida (Gainesville)
|
Springhill Owners Association, Inc.
|
FL
|
PR Gainesville Limited Partnership, sole member
|
Property owner’s association for property located in Alachua county, Florida (Gainesville)
|
Trusts
|
Jurisdiction of Organization
|
Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest
|
Property Owned by Subsidiary
|
PR Palmer Park Trust
(to be dissolved)
|
PA
|
PREIT - Sole Beneficiary
|
See PR Palmer Park Mall Limited Partnership
|
PR Springfield Trust
(to be dissolved)
|
PA
|
PREIT - Sole Beneficiary
|
See PR Springfield Associates, L.P.
|
PREIT Protective Trust 1
|
PA
|
PREIT-RUBIN, INC. - Sole Beneficiary
|
REIT Asset Test Assignee
|
1.
|
PREIT Capital Advisors, LP
|
2.
|
PREIT CDE LLC
|
3.
|
PREIT Gadsden Mall LLC
|
4.
|
PR Pitney Lot 3 Limited Partnership
|
5.
|
PR Pitney Lot 3 GP, LLC
|
6.
|
PR Pitney Lot 3 Holdings, LP
|
7.
|
PR Springfield Associates, L.P.
|
8.
|
PR Springfield Trust
|
9.
|
PR Lycoming Limited Partnership
|
10.
|
PR Lycoming LLC
|
11.
|
PR Palmer Park Mall Limited Partnership
|
12.
|
PR Palmer Park, L.P.
|
13.
|
PR Palmer Park Trust
|
14.
|
PR Monroe Unit One Limited Partnership
|
15.
|
PR Monroe Unit One Holdings, L.P.
|
16.
|
PR Monroe Unit One GP, LLC
|
17.
|
PR Monroe Unit 10C Holdings, L.P.
|
18.
|
PR Monroe Unit 10C Limited Partnership
|
19.
|
PR Monroe Unit 10C GP, LLC
|
20.
|
PR Sunrise Outparcel 1, LLC
|
21.
|
PR Wiregrass Anchor LLC
|
Unconsolidated Affiliates
|
Jurisdiction of Organization
|
Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest
|
Property Owned by Unconsolidated Affiliate
|
801 4-6 Fee Owner GP LLC
|
DE
|
801 Market Venture LP - 100% Member
GPM GP LLC - 0% Non-member manager
|
See 801 4-6 Fee Owner LP
|
801 4-6 Fee Owner LP
|
DE
|
801 4-6 Fee Owner GP LLC - 0.1% GP
801 Market Venture LP - 88.9% LP
801 4-6 Mezz LP - 11% LP
|
Unit 1AC of the Unit 1 801 Market Street Condominium
|
801 4-6 Mezz GP LLC
|
DE
|
801 Market Venture LP - 100% Member
|
See 801 4-6 Fee Owner LP
|
801 4-6 Mezz LP
|
DE
|
801 4-6 Mezz GP LLC - 0.1% GP
801 market Venture LP - 99.9% LP
|
See 801 4-6 Fee Owner LP
|
801 C-3 Fee Owner LP
|
DE
|
801 C-3 Fee Owner GP LLC - 0.1% GP
801 Market Venture LP - 88.9% LP
801 C-3 Mezz LP - 11.0% LP
|
Units 1EH and 1D of the Unit 1 801 Market Street Condominium
|
801 C-3 Fee Owner GP LLC
|
DE
|
801 Market Venture LP - 100% Member
GPM GP LLC - 0% Non-member manager
|
See 801 C-3 Fee Owner LP
|
801 C-3 Mezz LP
|
DE
|
801 C-3 Mezz GP LLC - 0.1% GP
801 Market Venture LP - 99.9% LP
|
See 801 C-3 Fee Owner LP
|
801 C-3 Mezz GP LLC
|
DE
|
801 Market Venture LP - 100% Sole Member
|
See 801 C-3 Fee Owner LP
|
801-Gallery C-3 Associates, L.P.
|
PA
|
801 Gallery C-3 GP, LLC - 0.01% GP
801-Gallery Associates, L.P. - 89.99% LP
801 Gallery C-3 MT, L.P. - 10% LP
|
See 801-Gallery Associates, L.P.
|
801-Gallery C-3 GP, LLC
|
PA
|
801-Gallery Associates, L.P. - 100% Sole Member
|
See 801-Gallery C-3 Associates, L.P.
|
801-Gallery C-3 MT, L.P.
|
PA
|
801-Tenant C-3 Manager, LLC - 0.01% GP
Chevron U.S.A. Inc. - 99.99% LP
|
Retail Master Tenant at 801 Market
|
801-Gallery GP, LLC
|
PA
|
PREIT-RUBIN, INC. - 50% member
Macerich Management Company - 50% Member*
GPM GP LLC - 0% Non-member manager
|
See 801-Gallery Associates, L.P.
|
801-Gallery Associates, L.P.
|
PA
|
801-Gallery GP, LLC - 0.1% GP
PREIT-RUBIN, INC. - 49.95% LP
Macerich Management Company - 49.95% LP*
|
801 Market Street (leasehold)
|
801-Gallery Office Associates, L.P.
|
PA
|
801-Gallery Office GP, LLC - 0.01% GP
801-Gallery Office MT, L.P. - 20% LP
801-Gallery Associates, L.P. - 79.99% LP
|
See 801-Gallery Associates, L.P.
|
801-Gallery Office GP, LLC
|
PA
|
801-Gallery Associates, L.P. - 100% Sole Member
|
See 801-Gallery Office Associates, L.P.
|
801-Gallery Office MT, L.P.
|
PA
|
801-Tenant Office Manager, LLC - 0.01% GP
Chevron U.S.A. Inc. - 99.99% LP
|
See 801-Gallery Office Associates, L.P.
|
801-Tenant C-3 Manager, LLC
|
PA
|
801-Gallery Associates, L.P. - 100% Sole Member
|
0.01% GP Interest in 801-Gallery C-3 MT, L.P.
|
801-Tenant Office Manager, LLC
|
PA
|
801-Gallery Associates, L.P. - 100% Sole Member
|
0.01% GP Interest in 801-Gallery Office MT, L.P.
|
801 Market Venture LP
|
DE
|
801 Market Venture GP LLC - 1% GP
PREIT-RUBIN, INC. - 49.5% LP
Macerich Management Company - 49.5% LP*
|
Indirect JV Interest in Units 1AC, 1EH and 1D of the Unit 1 801 Market Street Condominium
|
801 Market Venture GP LLC
|
DE
|
PREIT-RUBIN, INC - 50% Member
Macerich Management Company - 50% Member*
GPM GP LLC - 0% Non-member manager
|
See 801 Market Venture LP
|
1010-1016 Market Street Realty GP, LLC
(to be dissolved)
|
DE
|
MP MSR GP LLC - 50% Member
PEI MSR GP III LLC - 50% Member
|
None
|
1010-1016 Market Street Realty, LP
|
PA
|
PEI MSR GP III LLC - 1% GP
PEI MSR GP III LLC - 10% LP
PEI MSR III LP - 89% LP
|
1010-1016 Market Street
|
1018 Market Street Realty GP, LLC
(to be dissolved)
|
DE
|
MP MSR GP LLC - 50% Member
PEI MSR GP I LLC - 50% Member
|
None
|
1018 Market Street Realty, LP
|
PA
|
PEI MSR GP I LLC - 1% GP
PEI MSR GP I LLC - 10% LP
PEI MSR I LP - 89% LP
|
1018 Market Street
|
1020-1024 Market Street Realty GP, LLC
(to be dissolved)
|
DE
|
MP MSR GP LLC - 50% Member
PEI MSR GP II LLC - 50% Member
|
None
|
1020-1024 Market Street Realty, LP
|
PA
|
PEI MSR GP II LLC - 1% GP
PEI MSR GP II LLC - 10% LP
PEI MSR II LP - 89% LP
|
1020-1024 Market Street
|
Catalyst Outdoor Advertising, LLC
|
DE
|
PR Outdoor, LP - 39.0% Member
Thaddeus Bartkowski - 41.4784% Member
Crystal Anne Crawford - 11.5079% Member
Patrick Wofington - 8.0137% Member
|
Indirect interest in Outdoor Advertising
|
Catalyst Outdoor 2, LLC
|
DE
|
PR Outdoor 2, L.P. - 39.0% Member
Thaddeus Bartkowski - 41.4784% Member
Crystal Anne Crawford - 11.5079% Member
Patrick Wofington - 8.0137% Member
|
Indirect interest in Outdoor Advertising
|
GPM GP LLC
|
DE
|
PM Gallery LP - 100% Sole Member
|
See PM Gallery LP
|
Keystone Philadelphia Properties, LP
|
PA
|
GPM GP LLC - 0.1% GP
PREIT Gallery TRS Sub LLC - 0.1% LP
Macerich Gallery Market East TRS Sub LLC - 0.1% LP*
PM Gallery LP - 87.2% LP
PR Gallery II Limited Partnership - 12.5% LP
|
The Gallery at Market East II (ground lessee)
|
Lehigh BOS Acquisition L.P.
|
DE
|
Lehigh BOS Acquisition GP, LLC - 0.5% GP*
PR BOS GP, LLC - 0.5% GP
Simon Property Group, L.P. - 49.5% LP *
PR BOS LP - 49
.5% LP
|
Boscov’s Parcel at Lehigh Valley Mall
|
Lehigh Valley Associates (Limited Partnership)
|
PA
|
PR Lehigh Valley LLC - 0.5% GP,
PREIT - 49.5% LP
Delta Ventures, Inc. - 0.5% GP*
Kravco Simon Investments, L.P. - 49.5% LP*
|
Lehigh Valley Mall
|
Lehigh Valley Mall GP, LLC
|
DE
|
Lehigh Valley Associates - 100% member
|
See Mall at Lehigh Valley, L.P.
|
Mall at Lehigh Valley, L.P.
|
DE
|
Lehigh Valley Mall GP, LLC - 0.5% GP
Lehigh Valley Mall Associates - 99.5% LP
|
Lessor of Lehigh Valley Mall. Borrower under mortgage loan secured by Lehigh Valley Mall.
|
Mall Maintenance Corporation (I)
(in dissolution)
|
PA
|
PREIT holds an indirect minority membership interest in Mall Maintenance Corporation (I)
Other members:
City of Philadelphia
Redevelopment Authority of City of Philadelphia
Philadelphia Authority for Industrial Development
Philadelphia VF LP
The May Department Stores Company
Market Street East Development Corporation
|
Purpose is to maintain the public areas of Gallery I at Market East
|
Mall Maintenance Corporation II
|
PA
|
PREIT holds an indirect minority membership interest in Mall Maintenance Corporation II
Other members:
Redevelopment Authority of City of Philadelphia
Philadelphia Authority for Industrial Development
One Reading Center Associates
|
Purpose is to maintain the public areas of Gallery II at Market East
|
Mall Corners Ltd. (Limited Partnership)
|
GA
|
PREIT - 19% LP
Charles A. Lotz - 0.5% GP*
Center Developers, Inc. - 1% GP*
Frank L. Ferrier - 1% GP*
Others - 78.5% LP*
|
None
|
Mall Corners II, Ltd. (Limited Partnership)
|
GA
|
PREIT - 11% LP
Charles A. Lotz - 0.5% GP*
Center Developers, Inc. - 1% GP*
Frank L. Ferrier - 1% GP*
Others - 86.5% LP*
|
None
|
Properties
|
Owner
|
Occupancy
(as of 3/31/16)
|
Project Under Development?
|
Wholly-Owned
|
|
|
|
Beaver Valley Mall
|
PR Beaver Valley Limited Partnership (Parcels 1 and 2)
PR BVM, LLC (Parcel 3)
|
94.4%
|
No.
|
Capital City Mall
|
PR Capital City Limited Partnership (Improvements)
PR CC Limited Partnership (Land)
|
92.5%
|
Yes
See Part II of this Schedule for additional information.
|
Cherry Hill Mall
|
Cherry Hill Center, LLC
PR Cherry Hill STW LLC (Cherry Hill Anchor Store)
|
95.0 %
|
No.
|
Crossroads Mall (fee and leasehold)
|
PR Crossroads I, LLC and PR Crossroads II, LLC
|
95.9%
|
Yes
See Part II of this Schedule for additional information.
|
Cumberland Mall
|
Cumberland Mall Associates (Unit A)
PR Cumberland Outparcel LLC (vacant outparcel)
|
95.2%
|
Yes
See Part II of this Schedule for additional information.
|
Dartmouth Mall
|
PR North Dartmouth LLC
|
95.1%
|
No.
|
Exton Square Mall and leasehold and fee interest in former Kmart Parcel at Mall
|
PR Exton Square Property L.P.
PR Exton Outparcel Limited Partnership (E. Lincoln Highway land parcel)
|
76.8%
|
Yes
See Part II of this Schedule for additional information.
|
Francis Scott Key Mall
|
PR Financing Limited Partnership
|
91.6%
|
Yes
See Part II of this Schedule for additional information.
|
Jacksonville Mall
|
PR Jacksonville Limited Partnership
|
96.9%
|
No
|
Logan Valley Mall
|
PR Logan Valley Limited Partnership
|
98.0%
|
Yes
See Part II of this Schedule for additional information.
|
Magnolia Mall
|
PR Magnolia LLC
|
99.2%
|
Yes
See Part II of this Schedule for additional information.
|
Mall at Prince Georges
|
PR Prince George’s Plaza LLC
|
96.8%
|
Yes
See Part II of this Schedule for additional information.
|
Moorestown Mall
|
Moorestown Mall LLC
|
92.3%
|
Yes
See Part II of this Schedule for additional information.
|
New Garden / White Clay Point
|
PR New Garden L.P.
PR New Garden/Chesco Limited Partnership
PR New Garden Residential Limited Partnership
|
N/A - Land
|
Yes
See Part II of this Schedule for additional information.
|
One Cherry Hill Plaza
|
Bala Cynwyd Associates, LP
|
42.6%
|
No
|
Patrick Henry Mall
|
PR Patrick Henry LLC
|
89.1%
|
Yes
See Part II of this Schedule for additional information.
|
Plymouth Commons
|
PR Plymouth Meeting Associates PC LP
|
N/A - Land
|
No
|
Plymouth Meeting Mall
|
PR Plymouth Meeting Limited Partnership (Improvements)
Plymouth Ground Associates, L.P. (Land)
PR AEKI Plymouth, L.P.
|
94.4%
|
Yes
See Part II of this Schedule for additional information.
|
Springfield Town Center
(leasehold)
|
PR Springfield Town Center LLC
|
85.0%
|
No.
|
Spring Hills
|
PR Gainesville Limited Partnership
|
N/A - Land
|
Yes
See Part II of this Schedule for additional information.
|
Sunrise Plaza
|
PR Sunrise Outparcel 2, LLC - 2.109 acres
|
N/A - Land
|
Yes
See Part II of this Schedule for additional information.
|
Swedes Square Property
|
PR Swedes Square LLC
|
N/A -Land
|
No
|
Valley Mall
|
PR Valley Limited Partnership
|
95.1%
|
Yes
See Part II of this Schedule for additional information.
|
Valley View Mall
|
PR Valley View Limited Partnership
|
95.7%
|
No
|
Viewmont Mall
|
PR Financing Limited Partnership
PREIT-RUBIN OP Inc. (Outparcel #s 12401-040-005, 12401-040-003, and 12401-040-001)
|
99.3%
|
Yes
See Part II of this Schedule for additional information.
|
VTC- Office Building Only
|
Echelon Title LLC
|
45.3%
|
No
|
Washington Crown Center
|
PR Washington Crown Limited Partnership
|
93.5%
|
No
|
Willow Grove Park
|
W.G. Park, L.P.
WG Park-Anchor B LP (Anchor Site)
|
97.2%
|
Yes
See Part II of this Schedule for additional information.
|
Woodland Mall
|
PR Woodland Limited Partnership
PR Woodland Outparcel LLC (Verizon Outparcel)
|
96.3%
|
No
|
Wyoming Valley Mall
|
PR Wyoming Valley Limited Partnership
|
94.4%
|
No
|
Joint Venture
|
|
|
|
801 Market
|
801 4-6 Fee Owner GP LP (Unit 1AC)
801 C-3 Fee Owner LP (Unit 1EH & 1D)
801-Gallery Associates, L.P. (leasehold)
|
100%
|
Yes
See Part II of this Schedule for additional information.
|
907 Market Street
|
PR 907 Market LP
|
81.9%
|
Yes
See Part II of this Schedule for additional information.
|
1010-1016 Market Street
|
1010-1016 Market Street Realty, LP
|
71.7%
|
No.
|
1018 Market Street
|
1018 Market Street Realty, LP
|
0.0%
|
No.
|
1020-1024 Market Street
|
1020-1024 Market Street Realty, LP
|
0.0%
|
No.
|
Court At Oxford Valley
|
Oxford Valley Road Associates, LP
|
99.9%
|
No.
|
Gallery / Fashion Outlets of Philadelphia
(Leasehold)
|
PR Galley I Limited Partnership Keystone Philadelphia Properties, LP
|
Under development
|
Yes
See Part II of this Schedule for additional information.
|
Gloucester Premium Outlets
|
Simon/PREIT Gloucester Development, LLC
|
87.5%
|
Yes
See Part II of this Schedule for additional information.
|
Lehigh Valley Mall
|
Lehigh Valley Associates (leased to Mall at Lehigh Valley, L.P )
Lehigh BOS Acquisition, L.P. (Boscov’s parcel)
|
96.7%
|
Yes
See Part II of this Schedule for additional information.
|
Metroplex Shopping Center
|
Metroplex West Associates, L.P.
|
94.8%
|
Yes
See Part II of this Schedule for additional information.
|
Pavilion East
|
Pavilion East Associates, L.P.
|
N/A - Land
|
Yes
See Part II of this Schedule for additional information.
|
Red Rose Commons
|
Red Rose Commons Associates, L.P
|
100%
|
No.
|
Springfield Mall
|
PR Springfield/Delco Limited Partnership and KS Springfield Limited Partnership as tenant in common
|
98.1%
|
Yes
See Part II of this Schedule for additional information.
|
Projects Under Development
|
|
|
|
As of 3/31/2016
|
|
|
|
('000's)
|
|
|
|
|
PREIT's Share of Value of Construction in Progress
|
PREIT's Share of Total Budgeted Costs Remaining
|
Total Projects Under Development
|
|
|
|
|
Land in Predevelopment
|
|
|
|
New Garden / White Clay Point
|
$34,786
|
|
$34,786
|
Springhills
|
19,228
|
|
19,228
|
Sub-Total Land in Predevelopment
|
54,014
|
|
54,014
|
|
|
|
|
Other Projects in Predevelopment
|
|
|
|
Wholly Owned
|
|
|
|
Crossroads Mall
|
196
|
|
196
|
Magnolia Mall
|
7
|
|
7
|
Mall at Prince Georges
|
63
|
|
63
|
Willow Grove Park
|
200
|
|
200
|
|
|
|
|
Joint Venture
|
|
|
|
Lehigh Valley Mall
|
545
|
|
545
|
Metroplex
|
30
|
|
30
|
Pavilion East
|
784
|
|
784
|
Springfield Mall
|
63
|
|
63
|
Sub-Total Other Predevelopment
|
1,889
|
|
1,889
|
|
|
|
|
Construction in Progress
|
|
|
|
Wholly Owned
|
|
|
|
1501-05 Walnut Street
|
15
|
0
|
15
|
Capital City Mall
|
55
|
2,386
|
2,440
|
Cumberland Mall
|
352
|
7,207
|
7,559
|
Exton Square Mall
|
7,459
|
22,038
|
29,497
|
Francis Scott Key
|
1,152
|
1,695
|
2,847
|
Logan Valley Mall
|
0
|
1,183
|
1,183
|
Moorestown Mall
|
1,125
|
4,403
|
5,528
|
Patrick Henry Mall
|
8
|
3,019
|
3,027
|
Plymouth Meeting Mall
|
1,010
|
5,961
|
6,971
|
Sunrise Plaza
|
32
|
0
|
32
|
Valley Mall
|
738
|
3,178
|
3,916
|
Viewmont Mall
|
86
|
15,714
|
15,799
|
|
|
|
|
Joint Venture
|
|
|
|
Gloucester Premium Outlets
|
183
|
3,143
|
3,326
|
The Fashion Outlets of Philadelphia
|
63,051
|
149,437
|
212,488
|
Sub-Total Construction in Progress
|
75,265
|
219,364
|
294,629
|
|
|
|
|
Total
|
131,169
|
$219,364
|
350,532
|
Loan Party
|
Indebtedness
|
Description of property subject to Lien
|
Borrower
|
|
|
PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust
|
$400,000,000 Credit Agreement (for purposes of this Schedule 6.1.(g), the “Senior Credit Agreement”) by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, U.S. Bank National Association, as Syndication Agent, Bank of America, N.A., Citibank, N.A, JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company, as Documentation Agent, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, as Sole Lead Arranger, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “Senior Facility”)
|
|
PREIT Associates, L.P.,
PREIT-RUBIN, Inc.,
Pennsylvania Real
Estate Investment Trust
|
$150,000,000 Term Loan Agreement by and among PREIT
Associates, L.P., PREIT-RUBIN, Inc., and Pennsylvania Real
Estate Investment Trust as Borrowers, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, and US Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, US Bank N.A. as Syndication Agent, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “2014 5- Year Term Loan”)
|
|
PREIT Associates, L.P.,
PREIT-RUBIN, Inc.,
Pennsylvania Real
Estate Investment Trust
|
$100,000,000 Term Loan Agreement by and among PREIT
Associates, L.P., PREIT-RUBIN, Inc., and Pennsylvania Real
Estate Investment Trust as Borrowers, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, and Capital One, N.A. as Joint Lead Arrangers and Joint Bookrunners, Capital N.A. as Syndication Agent, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “7-Year Term Loan”)
|
|
PREIT Associates, L.P.,
PREIT-RUBIN, Inc.,
Pennsylvania Real
Estate Investment Trust
|
$150,000,000 Term Loan Agreement by and among PREIT
Associates, L.P., PREIT-RUBIN, Inc., and Pennsylvania Real
Estate Investment Trust as Borrowers, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, and US Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, US Bank N.A. as Syndication Agent, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “2015 5-Year Term Loan”)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Capital City Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. in favor of New York Life Insurance Company and Teachers Insurance and Annuity Association of America (Cherry Hill Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America (Cumberland Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Dartmouth Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Francis Scott Key Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of The Prudential Insurance Company of America (Patrick Henry Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Wells Fargo Bank, N.A. (The Mall at Prince Georges)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of JP Morgan Chase Bank, N.A. (Valley View Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Viewmont Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America (Willow Grove Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of U.S. Bank National Association (Woodland Mall)
|
|
PREIT Associates, L.P.
|
Payment and Carry Guaranty of executed by PREIT Associates, L.P. in favor of U.S. Bank National Association with a balance of $130,000,000 outstanding as of 4/8/2016 (Woodland Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Cantor Commercial Real Estate Lending, LP. (Wyoming Valley Mall)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of CIBX Commercial Mortgage, LLC (The Court at Oxford Valley)
|
|
PREIT Associates, L.P.
|
Guaranty of construction loan to Simon/PREIT Gloucester Development, LLC executed by PREIT Associates, L.P. and Simon Property Group LP in favor of MUFG Union Bank, N.A. & Suntrust Bank with a balance of $78,607,248 outstanding as of 3/31/2016 (Gloucester Premium Outlets)
|
|
PREIT Associates, L.P.
|
Roof Repairs and $5,000,000 Rollover Guaranty by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of New York Life Insurance Company (Metroplex West)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of New York Life Insurance Company (Metroplex West)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. and Kenneth N. Goldenberg in favor of Citigroup Global Markets Realty Corp. (Red Rose Commons)
|
|
PREIT Associates, L.P.
|
Guaranty of Nonrecourse Carveouts executed by Simon Property Group, L.P. (50%), PREIT Associates, L.P. (50%) in favor of Cantor Commercial Real Estate Lending, L.P. (Springfield Mall)
|
|
XGP LLC
|
Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan
|
|
Total Liabilities (Excluding Indebtedness set forth in Part I) as of 3/31/2016
[$ In Thousands]
|
||||
Construction Costs Payable
|
3,756
|
|
|
|
Deferred Rent & Escrow Deposits
|
21,899
|
|
|
|
Accrued Pensions et al.
|
10,490
|
|
|
|
Accrued Expenses & Other Liabilities
|
58,321
|
|
|
|
|
Total Liabilities
|
|
94,466
|
Legal Name of Non-Guarantor Entities
|
Type of Legal Entity
|
Equity Interest Held by Parent
|
Reason for Exclusion
|
|
|
Limited Partnerships
|
|
|
|
|
|
801 Developers, LP
|
PA Limited Partnership
|
801 Developers GP, LLC - 1% GP
PREIT - 99% LP
|
2 - See 801-Gallery Associates, L.P.
|
|
|
Cumberland Mall Associates
|
NJ Limited Partnership
|
PR Cumberland GP, LLC - 1% GP
PR Cumberland LP, LLC - 99% LP
|
2 - Special Purpose Entity (“SPE”)
|
|
|
PR 8-10 Market LP
|
DE Limited Partnership
|
PR 8-10 Market Mezz LLC - 0.1% GP
PREIT - 99.9% LP
|
2 -See PM Gallery LP
|
|
|
PR 907 Market Mezz LP
|
DE Limited Partnership
|
PR 907 Market Mezz GP LLC - 1% GP
PREIT - 99% LP
|
2 - See PR 907 Market LP
|
|
|
PR BOS LP
|
PA Limited Partnership
|
PR BOS GP, LLC - 1% GP
PREIT - 99% LP
|
2- See Lehigh BOS Acquisition L.P.
|
|
|
PR Capital City Limited Partnership
|
PA Limited Partnership
|
PR Capital City LLC - 0.5% GP
PREIT - 99.5% LP
|
2 - SPE
|
|
|
PR CC Limited Partnership
|
PA Limited Partnership
|
PR CC I LLC - 0.01% GP
PREIT - 99.99% LP
|
2- SPE
|
|
|
PR Gallery II Limited Partnership
|
PA Limited Partnership
|
PR Gallery II LLC - 0.1% GP
PREIT - 99.9% LP
|
2- See Keystone Philadelphia Properties, L.P.
|
|
|
PR Holding Sub Limited Partnership
|
PA Limited Partnership
|
PR Holding Sub LLC - 0.1% GP
PREIT - 99.9% LP
|
1
|
|
|
PR Lycoming Limited Partnership
(to be dissolved)
|
PA Limited Partnership
|
PR Lycoming LLC - 0.01% GP
PREIT - 99.99%
|
2 - SPE
|
|
PR Monroe Unit 10C Holdings, L.P.
(to be dissolved)
|
PA Limited Partnership
|
PR Monroe Unit 10C GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
1
|
|
|
PR Monroe Unit 10C Limited Partnership
(to be dissolved)
|
PA Limited Partnership
|
PR Monroe Unit 10C GP, LLC - 0.01% GP
PR Monroe Unit 10C Holdings, L.P. - 99.99% LP
|
1
|
|
|
PR Monroe Unit One Holdings, L.P.
(to be dissolved)
|
PA Limited Partnership
|
PR Monroe Unit One GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
2 - See PR Monroe Unit One Limited Partnership
|
|
|
PR Monroe Unit One Limited Partnership
(to be dissolved)
|
PA Limited Partnership
|
PR Monroe Unit One GP, LLC - 0.01% GP
PR Monroe Unit One Holdings, L.P. - 99.99% LP
|
2 - SPE
|
|
|
PR New Castle Associates
|
PA Limited Partnership
|
PR New Castle LLC - 0.1% GP
PREIT - 99.9% LP
|
2 - SPE See Cherry Hill Center LLC
|
|
|
PR Outdoor, LP
|
PA Limited Partnership
|
PR Outdoor, LLC -0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
1
|
|
|
PR Outdoor 2, L.P.
|
PA Limited Partnership
|
PR Outdoor 2, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
1
|
|
|
PR Palmer Park, L.P.
(to be dissolved)
|
PA Limited Partnership
|
PR Palmer Park Trust - 1% GP
PREIT - 99% LP
|
1
|
|
|
PR Palmer Park Mall Limited Partnership
(to be dissolved)
|
PA Limited Partnership
|
PR Palmer Park, L.P. - 50.1% GP
PREIT - 49.9% LP
|
1
|
|
|
PR Pitney Lot 3 Holdings, L.P.
(to be dissolved)
|
PA Limited Partnership
|
PR Pitney Lot 3 GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
1
|
|
|
PR Pitney Lot 3 Limited Partnership
(to be dissolved)
|
PA Limited Partnership
|
PR Pitney Lot 3 GP, LLC - 0.01% GP
PR Pitney Lot 3 Holdings, L.P. - 99.99% LP
|
1
|
|
|
PR Springfield Associates, L.P.
(to be dissolved)
|
PA Limited Partnership
|
PR Springfield Trust - 89% GP
Pennsylvania Real Estate Investment Trust - 11% LP
|
2 - SPE
|
|
|
PR Springfield/Delco Limited Partnership
|
PA Limited Partnership
|
PR Springfield/Delco LLC - 0.1% GP
PR Springfield/Delco Holdings, L.P. - 99.9% LP
|
2 - SPE
|
|
|
PR Springfield/Delco Holdings, L.P.
|
PA Limited Partnership
|
PR/Springfield/Delco Holdings LLC - 0.1% GP
PREIT - 99.9% LP
|
2 - PR Springfield/Delco Limited Partnership
|
|
PR Valley View Limited Partnership
|
PA Limited Partnership
|
PR Valley View LLC - 0.5% GP
PREIT - 99.5% LP
|
2 - SPE
|
|
|
PR Viewmont Limited Partnership
|
PA Limited Partnership
|
PR Viewmont LLC - 0.01% GP
PREIT - 99.99% LP
|
2 - SPE
|
|
|
PR Woodland Limited Partnership
|
DE Limited Partnership
|
PR Woodland General, LLC - 1% GP
PREIT - 99% LP
|
2 - SPE
|
|
|
PR Wyoming Valley Limited Partnership
|
PA Limited Partnership
|
PR Wyoming Valley LLC 0.5% GP
PREIT 99.5% LP
|
2 - SPE
|
|
|
PREIT Capital Advisors, LP
(to be dissolved)
|
PA Limited Partnership
|
PR Advisors GP, LLC - 0.01% GP
PREIT-RUBIN, INC. - 99.99% LP
|
1
|
|
|
WG Holdings, L.P.
|
PA Limited Partnership
|
PRWGP General, LLC - 0.02% GP
PREIT - 99.98% LP
|
2 - See WG Park L.P.
|
|
|
WG Park-Anchor B LP
|
DE Limited Partnership
|
WG Park-Anchor B, LLC - 0.5% GP
PREIT - 99.5% LP
|
2 - SPE
|
|
|
WG Park General, L.P.
|
PA Limited Partnership
|
WG Holdings of Pennsylvania, L.L.C. - 0.1% GP
WG Holdings, L.P. - 99.9% LP
|
2 - See WG Park L.P.
|
|
|
WG Park Limited, L.P.
|
PA Limited Partnership
|
WG Holdings of Pennsylvania, L.L.C. -0.1% GP
WG Holdings, L.P. -99.9% LP
|
2 - See WG Park L.P.
|
|
|
WG Park L.P.
|
PA Limited Partnership
|
WG Park General, L.P. - 20% GP
WG Park Limited, L.P. - 80% LP
|
2 - SPE
|
|
|
|
|
|
|
||
Limited Liability Companies
|
|
|
|
||
801 Developers GP, LLC
|
PA Limited Liability Company
|
PREIT - 100% Sole Member
|
2-See 801 Developers, LP
|
||
Beverage Two, LLC
|
NJ Limited Liability Company
|
PREIT-RUBIN, INC. - 100%
|
1
|
||
Cherry Hill Center, LLC
|
PA Limited Liability Company
|
New Castle Associates - 99.9% Member
Cherry Hill Manager, LLC - 0.1% Member
|
2 - SPE
|
||
Cherry Hill Center Manager, LLC
|
DE Limited Liability Company
|
PREIT - 100% Sole Equity Member
William Langan - 0% Special Member
|
See Cherry Hill Center, LLC
|
||
Cumberland Mall Retail Condominium Association, LLC
|
NJ Limited Liability Company
|
Pennsylvania Real Estate Investment Trust and other unit owners
|
1
|
WG Holdings of Pennsylvania, L.L.C.
|
PA Limited Liability Company
|
WG Holdings L.P. - 100% Sole Member
|
2 - See WG Park, L.P.
|
||
WG Park - Anchor B, LLC
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
2 - See WG Park - Anchor B LP
|
||
PR WG Park General GP, LLC
|
DE Limited Liability Company
|
WG Holdings of Pennsylvania, LLC - 100% Sole Member
|
2 - See WG Park, L.P.
|
||
PRWGP General, LLC
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
2 - See WG Park, L.P.
|
||
PR Wiregrass Anchor LLC
(to be dissolved)
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
1
|
||
PR Woodland General LLC
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
2 - See PR Woodland L. P.
|
||
PR Woodland Outparcel LLC
|
DE Limited Liability Company
|
PREIT - Sole Member
|
2 - SPE
|
||
PR WV LLC
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
2 - See PR Wyoming Valley Limited Partnership
|
||
PR Wyoming Valley LLC
|
DE Limited Liability Company
|
PR WV LLC - 99.99% Member
PREIT - 0.01%
|
2 - See PR Wyoming Valley Limited Partnership
|
||
PREIT CDE LLC (f/k/a Exton License II, LLC)
(to be dissolved)
|
PA Limited Liability Company
|
PREIT-RUBIN, INC. - 1% Member
PREIT - 99% Member
|
1
|
||
PREIT Gadsden Mall LLC
(to be dissolved)
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
1
|
||
PREIT Gallery TRS Sub LLC
|
PA Limited Liability Company
|
PREIT-RUBIN, INC. - 100% Sole Member
|
2 -See Keystone Philadelphia Properties, L.P., PR Gallery I Limited Partnership and PR 907 Market LP
|
||
PREIT Services, LLC
|
DE Limited Liability Company
|
PREIT - 100% Sole Member
|
1
|
|
|
|
|
Corporations
|
|
|
|
1150 Plymouth Associates, Inc.
|
MD
|
PREIT-RUBIN, INC. - 100%
|
1
|
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.)
|
MD
|
PREIT-RUBIN, INC. - 100%
|
1
|
Exton License, Inc.
|
MD
|
PREIT-RUBIN, INC. - 100%
|
1
|
PR GC Inc.
|
MD
|
PREIT Services, LLC - 100%
|
1
|
PREIT TRS, Inc.
|
DE
|
Pennsylvania Real Estate Investment Trust- 100%
|
1
|
Springhills NE Quadrant Drainage Association No. One, Inc.
|
FL
|
PREIT and other owners.
|
1
|
Springhill Owners Association, Inc.
|
FL
|
PREIT and other owners.
|
1
|
Trusts
|
|
|
|
PR Palmer Park Trust
(to be dissolved)
|
PA
|
PREIT - Sole Beneficiary
|
1
|
PR Springfield Trust
(to be dissolved)
|
PA Business Trust
|
PREIT - Sole Beneficiary
|
2 - See PR Springfield Associates, L.P.
|
PREIT Protective Trust 1
|
PA
|
PREIT-RUBIN, INC. - Sole Beneficiary
|
1
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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.
|
|
|
/s/ Joseph F. Coradino
|
|
|
|
Name:
|
|
Joseph F. Coradino
|
|
|
|
Title:
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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.
|
|
/s/ Robert F. McCadden
|
|
|
Name:
|
Robert F. McCadden
|
|
|
Title:
|
Chief Financial Officer
|
|
/s/ Joseph F. Coradino
|
|
|
Name:
|
Joseph F. Coradino
|
|
|
Title:
|
Chief Executive Officer
|
|
/s/ Robert F. McCadden
|
|
|
Name:
|
Robert F. McCadden
|
|
|
Title:
|
Chief Financial Officer
|