ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Pennsylvania
|
|
23-6216339
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
The Bellevue
200 South Broad Street
Philadelphia, Pennsylvania
|
|
19102
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Shares of Beneficial Interest, par value $1.00 per share
|
|
New York Stock Exchange
|
Series B Preferred Shares, par value $0.01 per share
|
|
New York Stock Exchange
|
Series C Preferred Shares, par value $0.01 per share
|
|
New York Stock Exchange
|
Series D Preferred Shares, par value $0.01 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
Page
|
|
|
|
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 1B.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 7.
|
||
|
|
|
Item 7A.
|
||
|
|
|
Item 8.
|
||
|
|
|
Item 9.
|
||
|
|
|
Item 9A.
|
||
|
|
|
Item 9B.
|
||
|
|
|
|
||
|
|
|
Item 10.
|
||
|
|
|
Item 11.
|
||
|
|
|
Item 12.
|
||
|
|
|
Item 13.
|
||
|
|
|
Item 14.
|
||
|
|
|
|
||
|
|
|
Item 15.
|
||
|
|
|
|
||
|
|
|
|
•
|
changes in the retail and real estate industries, including consolidation and store closings, particularly among anchor tenants;
|
•
|
current economic conditions and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions;
|
•
|
our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise;
|
•
|
our ability to maintain and increase property occupancy, sales and rental rates;
|
•
|
increases in operating costs that cannot be passed on to tenants;
|
•
|
the effects of online shopping and other uses of technology on our retail tenants;
|
•
|
risks related to our development and redevelopment activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates;
|
•
|
acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales;
|
•
|
our ability to sell properties that we seek to dispose of or our ability to obtain prices we seek;
|
•
|
potential losses on impairment of certain long-lived assets, such as real estate, including losses that we might be required to record in connection with any dispositions of assets;
|
•
|
our substantial debt and the liquidation preference of our preferred shares and our high leverage ratio;
|
•
|
our ability to refinance our existing indebtedness when it matures, on favorable terms or at all;
|
•
|
our ability to raise capital, including through sales of properties or interests in properties and through the issuance of equity or equity-related securities if market conditions are favorable; and
|
•
|
potential dilution from any capital raising transactions or other equity issuances.
|
•
|
Raising the overall level of quality of our portfolio and of individual properties in our portfolio;
|
•
|
Improving the operating results of our properties;
|
•
|
Taking steps to position the Company for future growth opportunities; and
|
•
|
Improving our balance sheet by reducing debt and leverage, and maintaining a solid liquidity position.
|
NAME OF PROJECT
LOCATION |
PREIT's PROJECTED SHARE OF COST
(1)
|
TOTAL PROJECT COST
|
PREIT'S INVESTMENT TO DATE
|
TARGETED RETURN ON INCREMENTAL INVESTMENT
|
CONSTRUCTION START DATE
|
EXPECTED CON-
STRUCTION COMPLETION |
STABILIZATION YEAR
|
|
(in millions)
|
(in millions)
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fashion District Philadelphia
(2)
Philadelphia, PA |
$200-210
|
$400-420
|
$167.4
|
7.0-7.5%
|
2016
|
2019
|
2021
|
-Redevelopment of the Gallery in downtown Philadelphia; includes Burlington, Century 21, H&M, AMC Theatres and other retail, entertainment, and restaurant uses.
|
|||||||
|
|
|
|
|
|
|
|
Woodland Mall
Grand Rapids, MI |
$83-84
|
$83-84
|
$55.3
|
5.0-6.0%
|
2017
|
2019
|
2021
|
-Upgrade of existing tenant mix including: 90,000 square foot Von Maur, new-to-market tenants: Urban Outfitters, REI, and Black Rock Bar & Grill, along with additional high quality dining and retail, replacing a former Sears store.
|
|||||||
|
|
|
|
|
|
|
|
The Mall at Prince Georges
Hyattsville, MD |
$32-33
|
$32-33
|
$27.1
|
9.2%
|
2016
|
2018
|
2019
|
-Cosmetic refresh complemented by complete remerchandising including addition of H&M, DSW, and ULTA Beauty in addition to streetscape quick service restaurant additions Chipotle, Mezeh Mediteranean Grill, and Five Guys.
|
|||||||
|
|
|
|
|
|
|
|
Anchor replacements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital City Mall
Camp Hill, PA |
$31-32
|
$31-32
|
$25.6
|
7.5-8.0%
|
2017
|
2018
|
2019
|
-58,000 square foot Dick’s Sporting Goods replaced Sears along with Fine Wine & Good Spirits, Sears Appliance, and additional small shop tenants and outparcels. Dave & Buster's opened in October 2018.
|
|||||||
|
|
|
|
|
|
|
|
Magnolia Mall
Florence, SC |
$15-$19
|
$15-$19
|
$8.2
|
7-9%
|
2017
|
2018
|
2019
|
-60,000 square foot, first-to-market Burlington replaced Sears in 2017, with HomeGoods and Five Below in 2018.
|
|||||||
|
|
|
|
|
|
|
|
Moorestown Mall
Moorestown, NJ |
$28-29
|
$28-29
|
$22
|
6.5-7.0%
|
2018
|
2019
|
2020
|
-HomeSense and Five Below opened in former Macy's box and will be joined by Sierra Trading Post and Michael's in 2019.
|
|||||||
|
|
|
|
|
|
|
|
Valley Mall
Hagerstown, MD |
$22-23
|
$22-23
|
$16.5
|
8.0-8.5%
|
2018
|
2018
|
2019
|
-Belk, Onelife Fitness, and Tilt Studio replacing former Bon-Ton and Macy's.
|
|||||||
|
|
|
|
|
|
|
|
Plymouth Meeting Mall
Plymouth Meeting, PA |
$45-46
|
$45-46
|
$14.7
|
6.5-7.5%
|
2017
|
2019
|
2020
|
-Addition of 5 new and distinct uses in former Macy's box as the evolution of property continues - DICK's Sporting Goods, Burlington, Edge Fitness, Michael's and Miller's Ale House.
|
|||||||
|
|
|
|
|
|
|
|
Willow Grove Park
Willow Grove, PA |
$27-28
|
$27-28
|
$17.5
|
7.5-8.0%
|
2018
|
2019
|
2020
|
-Addition of Studio Movie Grill, offering movies and in-theater dining, with other dining and entertainment tenants planned in former JC Penney box.
|
|||||||
|
|
|
|
|
|
|
|
|
|
Former/Existing Anchors
|
|
|
Replacement Tenant(s)
|
||||
Property
|
Name
|
GLA '000's
|
Date Closed/Closing
|
|
Date Decommissioned
|
Name
|
GLA
'000's
|
Actual/Targeted Occupancy Date
|
|
Completed:
|
|
|
|
|
|
|
|
|
|
|
Valley Mall
|
Macy's
|
120
|
Q1 16
|
|
n/a
|
Tilt
|
48
|
Q3 18
|
|
|
One Life Fitness
|
70
|
Q1 19
|
|||||
|
Bon-Ton
|
123
|
Q1 18
|
|
n/a
|
Belk
|
123
|
Q4 18
|
|
|
Moorestown Mall
|
Macy's
|
200
|
Q1 17
|
|
n/a
|
HomeSense
|
28
|
Q3 18
|
|
|
Five Below
|
9
|
Q4 18
|
|||||
|
Magnolia Mall
|
Sears
|
91
|
Q1 17
|
|
Q2 17
|
Burlington
|
46
|
Q3 17
|
|
|
HomeGoods
|
22
|
Q2 18
|
|||||
|
|
Five Below
|
8
|
Q2 18
|
|||||
|
Exton Square Mall
|
K-mart
|
96
|
Q1 16
|
|
Q2 16
|
Whole Foods
|
55
|
Q1 18
|
In process:
|
|
|
|
|
|
|
|
|
|
|
Woodland Mall
|
Sears
|
313
|
Q2 17
|
|
Q2 17
|
Von Maur
|
86
|
Q4 19
|
|
REI
|
20
|
Q4 19
|
||||||
|
Urban Outfitters
|
8
|
Q4 19
|
||||||
|
|
Restaurants and small shop space
|
22
|
Q4 19
|
|||||
|
Plymouth Meeting Mall
|
Macy's
(1)
|
215
|
Q1 17
|
|
n/a
|
Burlington
|
41
|
Q4 19
|
|
|
Dick's Sporting Goods
|
58
|
Q4 19
|
|||||
|
|
Michael's
|
26
|
Q4 19
|
|||||
|
|
Edge Fitness
|
38
|
Q4 19
|
|||||
|
|
Miller's Ale House
|
7
|
Q4 19
|
|||||
|
Moorestown Mall
|
Macy's
|
200
|
Q1 17
|
|
n/a
|
Sierra Trading Post
|
19
|
Q1 19
|
|
|
Michael's
|
25
|
Q3 19
|
|||||
|
Valley Mall
|
Sears
|
123
|
Q3 17
|
|
Q2 18
|
Dick's Sporting Goods
|
50
|
Q1 20
|
|
Willow Grove Park
|
JC Penney
|
125
|
Q3 17
|
|
n/a
|
Studio Movie Grill
|
49
|
Q2 20
|
|
|
Entertainment and small shop space
|
44
|
Q4 19
|
(1)
|
Property is subject to a ground lease.
|
•
|
higher than anticipated construction costs, including labor and material costs;
|
•
|
delayed ability or inability to reach projected occupancy, rental rates, profitability, and investment return;
|
•
|
timing delays due to weather, labor disruptions, zoning or other regulatory approvals, tenant decision delays, delays in anchor approvals of redevelopment plans, where required, acts of God (such as fires, significant storms, earthquakes or floods) and other factors outside our control, which might make a project less profitable or unprofitable, or delay profitability;
|
•
|
expenditure of money and time on projects that might be significantly delayed before stabilization;
|
•
|
inability to achieve financing on favorable terms, or at all;
|
•
|
offer inducements (including rent reduction, tenant allowance, and rent abatement) to tenants; and
|
•
|
the impact of co-tenancy requirements as a result of our inability to meet a projected timeline.
|
•
|
partners might become bankrupt or fail to fund their share of required capital contributions, which might inhibit our ability to make important decisions in a timely fashion or necessitate our funding their share to preserve our investment, which might be at a disadvantageous time or in a significant amount;
|
•
|
partners might undergo a change of control or a substantial change in management, which could similarly inhibit our ability to make important decisions in a timely fashion or otherwise affect our intentions with respect to a project;
|
•
|
partners might have business interests or goals that are inconsistent with our business interests or goals;
|
•
|
partners might be in a position to take action contrary to our policies or objectives;
|
•
|
we might incur liability for the actions of our partners;
|
•
|
third-party managers might not be sensitive to publicly-traded company or REIT tax compliance matters; and
|
•
|
partners might suffer deterioration in their creditworthiness, making it difficult for the joint venture to obtain financing at favorable rates, or at all.
|
•
|
we might not achieve the expected value-creation potential, operating efficiencies, economies of scale or other benefits of such transactions, including effective execution on acquired development rights;
|
•
|
we might not have adequate personnel, personnel with necessary skill sets or financial and other resources to successfully handle our increased operations;
|
•
|
we might not be successful in leasing space in acquired properties or renewing leases of existing tenants after our acquisition of the property;
|
•
|
the combined portfolio might not perform at the level we anticipate;
|
•
|
the additional property or portfolio might require excessive time and financial resources to make necessary improvements or renovations and might divert the attention of management away from our other operations;
|
•
|
we might experience difficulties and incur unforeseen expenses in connection with assimilating and retaining employees working at acquired properties, and in assimilating any acquired properties;
|
•
|
we might experience problems and incur unforeseen expenses in connection with upgrading and expanding our systems and processes to incorporate any such acquisitions; and
|
•
|
we might incur unexpected liabilities in connection with the properties and businesses that we acquire without any recourse, or limited recourse, against the prior owners or other relevant third parties.
|
(1)
|
There are ownership limits and restrictions on transferability in our trust agreement
. In order to protect our status as a REIT, no more than 50% of the value of our outstanding shares (after taking into account options to acquire shares) may be owned, directly or constructively, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended), and the shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. To assist us in satisfying these tests, subject to some exceptions, our trust agreement prohibits any shareholder from owning more than 9.9% of our outstanding shares of beneficial interest (exclusive of preferred shares) or more than 9.9% of any class or series of preferred shares. The trust agreement also prohibits transfers of shares that would cause a shareholder to exceed the 9.9% limit or cause our shares to be beneficially owned by fewer than 100 persons. Our Board of Trustees may exempt a person from the 9.9% ownership limit if it receives a ruling from the Internal Revenue Service or an opinion of counsel or tax accountants that exceeding the 9.9% ownership limit as to that person would not jeopardize our tax status as a REIT. Our Board has granted such exemptions to Cohen & Steers Capital Management, Inc., Blackrock, Inc., CBRE Clarion Securities, Heitman Real Estate Securities, Security Capital Research and Management and Nuveen Assets Management LLC. Absent an exemption, this restriction might:
|
▪
|
discourage, delay or prevent a tender offer or other transaction or a change in control of management that might involve a premium price for our shares or otherwise be in the best interests of our shareholders; or
|
▪
|
compel a shareholder who had acquired more than 9.9% of our shares to transfer the additional shares to a trust and, as a result, to forfeit the benefits of owning the additional shares.
|
(2)
|
Our trust agreement permits our Board of Trustees to issue preferred shares with terms that might discourage a third party from acquiring the Company
. Our trust agreement permits our Board of Trustees to create and issue multiple classes and series of preferred shares, and classes and series of preferred shares having preferences to the existing shares on any matter, without a vote of shareholders, including preferences in rights in liquidation or to dividends and option rights, and other securities having conversion or option rights. Also, the Board might authorize the creation and issuance by our subsidiaries and affiliates of securities having conversion and option rights in respect of our shares. Our trust agreement further provides that the terms of such rights or other securities might provide for disparate treatment of certain holders or groups of holders of such rights or other securities. The issuance of such rights or other securities could have the effect of discouraging, delaying or preventing a change in control of us, even if a change in control were in our shareholders’ interest or would give the shareholders the opportunity to realize a premium over the then-prevailing market price of our securities.
|
(3)
|
Advance Notice Requirements for Shareholder Nominations of Trustees
. The Company’s advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as trustees, as provided in our amended and restated Trust Agreement, require, among other things, that advance written notice of any such proposals, containing prescribed information, be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s meeting (or within 10 business days of the day notice is given of the annual meeting date, if the annual meeting date is not within 30 days of the anniversary date of the immediately preceding annual meeting).
|
•
|
Increases in market interest rates, relative to the dividend yield on our shares. If market interest rates increase, prospective purchasers of our securities might require a higher yield. Higher market interest rates would not, however, result in more funds being available for us to distribute to shareholders and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution to our shareholders. Thus, higher market interest rates could cause the market price of our shares to decrease;
|
•
|
Possible future issuances of equity, equity-related or convertible securities, including securities senior as to distributions or liquidation rights;
|
•
|
A decline in the anticipated benefits of an investment in our securities as compared to an investment in securities of companies in other industries (including benefits associated with the tax treatment of dividends and distributions);
|
•
|
Perception, by market professionals and participants, of REITs generally and REITs in the retail sector, and malls in particular. Our portfolio of properties consists almost entirely of retail properties and we expect to continue to focus primarily on retail properties in the future;
|
•
|
Perception by market participants of our potential for payment of cash distributions and for growth;
|
•
|
Levels and concentrations of institutional investor and research analyst interest in our securities;
|
•
|
Relatively low trading volumes in securities of REITs;
|
•
|
Our results of operations and financial condition; and
|
•
|
Investor confidence in the stock market or the real estate sector generally.
|
Property/Location
(1)
|
Ownership
Interest
|
|
Total
Square Feet
(2)
|
|
Owned
Square Feet
(3)
|
|
Year Built /
Last
Renovated
|
|
Occupancy%
(4)
|
|
Anchors/Major Tenants
(5)
|
||
MALLS
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital City Mall,
Camp Hill, PA
|
100%
|
|
612,427
|
|
|
492,427
|
|
|
1974/2005
|
|
99.0%
|
|
JC Penney, Field & Stream, Macy’s, Dicks Sporting Goods, and Dave & Buster’s
|
Cherry Hill Mall,
Cherry Hill, NJ
|
100%
|
|
1,314,773
|
|
|
835,888
|
|
|
1961/2009
|
|
98.7%
|
|
Apple, The Container Store, Crate and Barrel, JC Penney, Macy’s and Nordstrom
|
Cumberland Mall,
Vineland, NJ
|
100%
|
|
950,987
|
|
|
677,757
|
|
|
1973/2003
|
|
92.9%
|
|
Best Buy, BJ’s Wholesale Club, Boscov’s, Burlington, Dick’s Sporting Goods, Home Depot, and Marshalls
|
Dartmouth Mall,
Dartmouth, MA
|
100%
|
|
672,742
|
|
|
532,742
|
|
|
1971/2000
|
|
99.5%
|
|
JC Penney, Macy’s, Sears and AMC
|
Exton Square Mall,
Exton, PA
(6)
|
100%
|
|
1,046,491
|
|
|
865,291
|
|
|
1973/2000
|
|
83.7%
|
|
Boscov’s, Macy’s, Whole Foods, Sears and Round 1
|
Francis Scott Key Mall,
Frederick, MD
|
100%
|
|
754,259
|
|
|
614,926
|
|
|
1978/1991
|
|
94.2%
|
|
Barnes & Noble, JC Penney, Macy’s, Sears and Value City Furniture
|
Property/Location
(1)
|
Ownership
Interest
|
|
Total
Square Feet
(2)
|
|
Owned
Square Feet
(3)
|
|
Year Built /
Last
Renovated
|
|
Occupancy%
(4)
|
|
Anchors/Major Tenants
(5)
|
||
Jacksonville Mall,
Jacksonville, NC
|
100%
|
|
494,777
|
|
|
494,777
|
|
|
1981/2008
|
|
99.9%
|
|
Barnes & Noble, Belk, JC Penney and Sears
|
Magnolia Mall,
Florence, SC
|
100%
|
|
601,721
|
|
|
601,721
|
|
|
1979/2007
|
|
99.8%
|
|
Barnes & Noble, Belk, Best Buy, Dick’s Sporting Goods, JC Penney, Burlington, HomeGoods, and Five Below
|
Moorestown Mall,
Moorestown, NJ
|
100%
|
|
913,265
|
|
|
913,265
|
|
|
1963/2008
|
|
93.1%
|
|
Boscov’s, Lord & Taylor, Regal Cinema RPX, Sears, HomeSense, and Five Below
|
Patrick Henry Mall,
Newport News, VA
|
100%
|
|
717,664
|
|
|
433,507
|
|
|
1988/2005
|
|
97.5%
|
|
Dick’s Sporting Goods, Dillard’s, JC Penney and Macy’s
|
Plymouth Meeting
Mall,
Plymouth Meeting, PA
(7)
|
100%
|
|
727,847
|
|
|
727,847
|
|
|
1966/2009
|
|
91.7%
|
|
AMC Theater, Boscov’s, Legoland Discovery Center and Whole Foods
|
The Mall at Prince Georges,
Hyattsville, MD
|
100%
|
|
926,233
|
|
|
926,233
|
|
|
1959/2004
|
|
98.4%
|
|
JC Penney, Macy’s, Marshalls, Ross Dress for Less, TJ Maxx and Target
|
Springfield Town Center,
Springfield, VA
(7)
|
100%
|
|
1,373,974
|
|
|
983,989
|
|
|
1974/2015
|
|
93.1%
|
|
Dick’s Sporting Goods, JC Penney, Macy’s, Nordstrom Rack, Regal Cinemas and Target
|
Valley Mall,
Hagerstown, MD
|
100%
|
|
797,849
|
|
|
797,849
|
|
|
1974/1999
|
|
98.1%
|
|
JC Penney, Tilt, and Belk
|
Valley View Mall,
La Crosse, WI
(6)
|
100%
|
|
519,482
|
|
|
406,230
|
|
|
1980/2001
|
|
71.6%
|
|
Barnes & Noble and JC Penney
|
Viewmont Mall,
Scranton, PA
|
100%
|
|
689,226
|
|
|
549,425
|
|
|
1968/2006
|
|
99.9%
|
|
JC Penney, Dick’s Sporting Goods/ Field and Stream, HomeGoods and Macy’s
|
Willow Grove Park,
Willow Grove, PA
|
100%
|
|
1,046,577
|
|
|
633,456
|
|
|
1982/2001
|
|
94.4%
|
|
Apple, Bloomingdale’s, Macy’s, Nordstrom Rack and Sears
|
Woodland Mall,
Grand Rapids, MI
|
100%
|
|
834,257
|
|
|
422,035
|
|
|
1968/1998
|
|
99.5%
|
|
Apple, Barnes & Noble, JC Penney, Kohl’s and Macy’s
|
Wyoming Valley Mall,
Wilkes-Barre, PA
(6)
|
100%
|
|
832,253
|
|
|
832,253
|
|
|
1971/2006
|
|
64.0%
|
|
JC Penney and Macy’s
|
Total consolidated mall properties
|
|
15,826,804
|
|
|
12,741,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The location stated is the major city or town nearest to the property and is not necessarily the local jurisdiction in which the property is located.
|
(2)
|
Total square feet includes space owned by us and space owned by tenants or other lessors.
|
(3)
|
Owned square feet includes only space owned by us and excludes space owned by tenants or other lessors.
|
(4)
|
Occupancy is calculated based on space owned by us, excludes space owned by tenants or other lessors and includes space occupied by both anchor and non-anchor tenants, irrespective of the term of their agreements.
|
(5)
|
Includes anchors/major tenants that own their space or lease from lessors other than us and do not pay rent to us.
|
(6)
|
Property designated as non-core. Non Core Properties include assets where we are evaluating strategic options for the property or where the property is financed with a non-core recourse mortgage loan and we are working with the special servicer regarding a potential deed in lieu of foreclosure.
|
(7)
|
A portion of the underlying land at this property is subject to a ground lease.
|
Property/Location
(1)
|
Ownership
Interest
|
|
Total
Square Feet
(2)
|
|
Owned
Square Feet
(3)
|
|
Year Built /
Last
Renovated
|
|
Occupancy%
(4)
|
|
Anchors/Major Tenants
(5)
|
||
MALLS
|
|
|
|
|
|
|
|
|
|
|
|
||
Lehigh Valley Mall,
Allentown, PA
|
50%
|
|
1,175,419
|
|
|
987,760
|
|
|
1960/2008
|
|
90.9%
|
|
Apple, Barnes & Noble, Boscov’s, JC Penney and Macy’s
|
Springfield Mall,
Springfield, PA
|
50%
|
|
610,609
|
|
|
222,710
|
|
|
1974/1997
|
|
96.8%
|
|
Macy’s and Target
|
OTHER RETAIL
|
|
|
|
|
|
|
|
|
|
|
|
||
Gloucester Premium Outlets,
Blackwood, NJ
|
25%
|
|
369,948
|
|
|
369,948
|
|
|
2015
|
|
82.2%
|
|
Nike Factory Store, Old Navy
|
Metroplex Shopping Center,
Plymouth Meeting, PA
|
50%
|
|
778,190
|
|
|
477,461
|
|
|
2001
|
|
100.0%
|
|
Barnes & Noble, Giant Food Store, Lowe’s, Ross Dress for Less, Saks off Fifth and Target
|
The Court at Oxford Valley,
Langhorne, PA
|
50%
|
|
704,526
|
|
|
456,903
|
|
|
1996
|
|
88.1%
|
|
Best Buy, BJ’s Wholesale Club, Dick’s Sporting Goods and Home Depot
|
Red Rose Commons,
Lancaster, PA
|
50%
|
|
462,883
|
|
|
263,293
|
|
|
1998
|
|
100.0%
|
|
Barnes & Noble, Burlington, Home Depot, HomeGoods and Weis Markets
|
Total unconsolidated retail properties
|
|
4,101,575
|
|
|
2,778,075
|
|
|
|
|
|
|
|
(1)
|
The location stated is the major city or town nearest to the property and is not necessarily the local jurisdiction in which the property is located.
|
(2)
|
Total square feet includes space owned by the unconsolidated partnership and space owned by tenants or other lessors.
|
(3)
|
Owned square feet includes only space owned by the unconsolidated partnership and excludes space owned by tenants or other lessors.
|
(4)
|
Occupancy is calculated based on space owned by the unconsolidated partnership, includes space occupied by both anchor and non-anchor tenants and includes all tenants irrespective of the term of their agreements.
|
(5)
|
Includes anchors that own their space or lease from lessors other than us and do not pay rent to us.
|
Tenant Name
(1)
|
Number
of Stores
(2)
|
|
GLA
(2)
|
|
Percent of
Total GLA
(3)
|
|||||
AMC Entertainment Holdings, Inc.
|
|
|
|
|
|
|||||
|
AMC
|
2
|
|
|
92,988
|
|
|
|
||
|
Carmike 16
|
1
|
|
|
60,124
|
|
|
|
||
Total AMC Entertainment Holdings, Inc.
|
3
|
|
|
153,112
|
|
|
0.8
|
%
|
||
Ashley Homestore
|
2
|
|
89,622
|
|
89,622
|
|
|
0.4
|
%
|
|
Barnes & Noble, Inc.
|
9
|
|
|
267,831
|
|
|
1.3
|
%
|
||
Belk, Inc.
|
3
|
|
|
311,397
|
|
|
1.6
|
%
|
||
Best Buy Co., Inc.
|
6
|
|
|
190,153
|
|
|
0.9
|
%
|
||
BJ’s Wholesale Club, Inc.
|
2
|
|
|
234,761
|
|
|
1.2
|
%
|
||
Boscov’s Department Store
|
5
|
|
|
889,229
|
|
|
4.4
|
%
|
||
Burlington Stores, Inc.
|
3
|
|
|
169,764
|
|
|
0.8
|
%
|
||
Dave & Buster’s, Inc.
|
3
|
|
|
107,738
|
|
|
0.5
|
%
|
||
Dick’s Sporting Goods, Inc.
|
|
|
|
|
|
|||||
|
Dick’s Sporting Goods, Inc
|
10
|
|
|
536,942
|
|
|
|
||
|
Field & Stream
|
1
|
|
|
50,302
|
|
|
|
||
Total Dick’s Sporting Goods, Inc.
|
11
|
|
|
587,244
|
|
|
2.9
|
%
|
||
Dillard’s, Inc.
|
1
|
|
|
144,157
|
|
|
0.7
|
%
|
||
DSW Shoe Warehouse
|
3
|
|
|
50,829
|
|
|
0.3
|
%
|
||
Forever 21 Retail, Inc.
|
11
|
|
|
186,946
|
|
|
0.9
|
%
|
||
Giant Food Stores, LLC
|
1
|
|
|
67,185
|
|
|
0.3
|
%
|
||
H&M Hennes & Mauritz L.P.
|
15
|
|
|
296,973
|
|
|
1.5
|
%
|
||
The Home Depot, Inc.
|
3
|
|
|
397,322
|
|
|
2.0
|
%
|
||
J.C. Penney Company, Inc.
|
16
|
|
|
2,159,457
|
|
|
10.8
|
%
|
||
Lord & Taylor
|
1
|
|
|
121,200
|
|
|
0.6
|
%
|
||
Lowes, Inc.
|
1
|
|
|
163,215
|
|
|
0.8
|
%
|
||
Macy’s, Inc.
|
|
|
|
|
|
|||||
|
Macy’s
|
14
|
|
|
2,555,000
|
|
|
|
||
|
Bloomingdales
|
1
|
|
|
237,537
|
|
|
|
||
Total Macy’s, Inc.
|
15
|
|
|
2,792,537
|
|
|
13.9
|
%
|
||
Nordstrom, Inc.
|
|
|
|
|
|
|||||
|
Nordstrom
|
1
|
|
|
138,000
|
|
|
|
||
|
Nordstrom Rack
|
2
|
|
|
73,439
|
|
|
|
||
Total Nordstrom, Inc.
|
3
|
|
|
211,439
|
|
|
1.1
|
%
|
||
Office Depot, Inc. (OfficeMax)
|
3
|
|
|
79,909
|
|
|
0.4
|
%
|
Tenant Name
(1)
|
Number
of Stores
(2)
|
|
GLA
(2)
|
|
Percent of
Total GLA
(3)
|
|||||
Onelife Fitness
|
1
|
|
|
70,000
|
|
|
0.3
|
%
|
||
PetsMart, Inc
|
3
|
|
|
78,678
|
|
|
0.4
|
%
|
||
Regal Cinemas
|
4
|
|
|
205,135
|
|
|
1.0
|
%
|
||
Round One Entertainment, Inc.
|
1
|
|
|
58,371
|
|
|
0.3
|
%
|
||
Ross Stores
|
2
|
|
|
60,320
|
|
|
0.3
|
%
|
||
Saks Fifth Avenue LLC
|
2
|
|
|
54,118
|
|
|
0.3
|
%
|
||
Sears Holdings Corporation (Sears)
|
6
|
|
|
872,592
|
|
|
4.3
|
%
|
||
The TJX Companies, Inc.
|
|
|
|
|
|
|||||
|
HomeGoods
|
3
|
|
|
84,076
|
|
|
|
||
|
HomeSense
|
1
|
|
|
28,486
|
|
|
|
||
|
Marshalls
|
2
|
|
|
65,004
|
|
|
|
||
|
TJ Maxx
|
1
|
|
|
27,597
|
|
|
|
||
Total The TJX Companies, Inc.
|
7
|
|
|
205,163
|
|
|
1.0
|
%
|
||
Target Corporation
|
4
|
|
|
649,440
|
|
|
3.2
|
%
|
||
Tilt Studio
|
2
|
|
|
66,993
|
|
|
0.3
|
%
|
||
Weis Markets, Inc.
|
1
|
|
|
65,032
|
|
|
0.3
|
%
|
||
Whole Foods, Inc.
|
2
|
|
|
120,155
|
|
|
0.6
|
%
|
||
|
|
155
|
|
|
12,178,017
|
|
|
60.7
|
%
|
(1)
|
To qualify as a large format retailer or an anchor for inclusion in this table, a tenant must occupy at least 15,000 square feet or be part of a chain that has stores in our portfolio occupying an aggregate of at least 15,000 square feet.
|
(2)
|
Number of stores and gross leasable area (“GLA”) include anchors that own their own space or lease from lessors other than us and do not pay rent to us. Includes stores that have closed that are still obligated to make rental or expense contribution payments.
|
(3)
|
Percent of Total GLA is calculated based on the total GLA of all properties.
|
Primary Tenant
(1)(2)
|
Brands
|
Total number
of locations
|
|
Percent of
PREIT’s
Annual
Gross Rent
(3)
|
||
Foot Locker, Inc.
|
Champs, Foot Locker, Footaction, Footaction Flight 23, House of Hoops by Foot Locker, Kids Foot Locker, Lady Foot Locker, Nike Yardline
|
51
|
|
|
4.3
|
%
|
L Brands, Inc.
|
Bath & Body Works, Pink, Victoria's Secret
|
45
|
|
|
3.8
|
%
|
Signet Jewelers Limited
|
Kay Jewelers, Piercing Pagoda, Piercing Pagoda Plus, Totally Pagoda, Zale's Jewelers
|
68
|
|
|
3.0
|
%
|
Dick's Sporting Goods, Inc.
|
Dick's Sporting Goods, Field & Stream
|
11
|
|
|
2.4
|
%
|
Gap, Inc.
|
Banana Republic, Gap/Gap Kids/Gap Outlet/, Old Navy
|
25
|
|
|
2.4
|
%
|
American Eagle Outfitters, Inc.
|
Aerie, American Eagle Outfitters
|
21
|
|
|
2.4
|
%
|
Express, Inc.
|
Express, Express Factory Outlet, Express Men
|
17
|
|
|
2.0
|
%
|
Genesco, Inc.
|
Hat Shack, Hat World, Johnston & Murphy, Journey's, Journey's Kidz, Lids, Lids Locker Room, Shi by Journey's, Underground by Journey's
|
55
|
|
|
1.8
|
%
|
J.C. Penney Company, Inc.
|
JC Penney
|
16
|
|
|
1.8
|
%
|
Forever 21, Inc.
|
Forever 21
|
11
|
|
|
1.7
|
%
|
Macy's Inc.
|
Bloomingdale's, Macy's
|
17
|
|
|
1.6
|
%
|
Ascena Realty Group, Inc.
|
Ann Taylor, Dress Barn, Justice, Lane Bryant, Loft, Maurices
|
31
|
|
|
1.4
|
%
|
Luxottica Group S.p.A.
|
Lenscrafters, Pearle Vision, Sunglass Hut
|
33
|
|
|
1.4
|
%
|
Regal Entertainment Group
|
Regal Cinemas
|
4
|
|
|
1.3
|
%
|
Advent CR Holdings, Inc.
|
Charlotte Russe
|
16
|
|
|
1.3
|
%
|
H&M Hennes & Mauritz L.P.
|
H & M
|
15
|
|
|
1.3
|
%
|
Dave & Buster's, Inc.
|
Dave & Buster's
|
3
|
|
|
1.3
|
%
|
Darden Concepts, Inc.
|
Bahama Breeze, Capital Grille, Olive Garden, Seasons 52, Yard House
|
8
|
|
|
1.1
|
%
|
The Children's Place Retail Stores, Inc.
|
The Children's Place
|
17
|
|
|
1.1
|
%
|
Shoe Show, Inc.
|
Shoe Dept, Shoe Dept. Encore
|
18
|
|
|
1.0
|
%
|
Total
|
|
482
|
|
|
38.5
|
%
|
(1)
|
Tenant includes all brands and concepts of the tenant.
|
(2)
|
Excludes tenants from Fashion District Philadelphia which is under redevelopment.
|
(3)
|
Includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective equity method investments. Annualized gross rent is calculated based on gross monthly rent as of
December 31, 2018
.
|
|
All Tenants
(1)
|
|
Tenants in Bankruptcy
(2)
|
|||||||||||||||||||||||||||
(in thousands of dollars, except per square foot amounts)
|
Number
of Leases Expiring |
|
GLA of
Expiring Leases |
|
PREIT’s
Share of Gross Rent in Expiring Year(3) |
|
Average
Expiring Gross Rent psf |
|
Percent
of PREIT’s Total Gross Rent |
|
GLA of
Expiring Leases |
|
PREIT’s
Share of Gross Rent in Expiring Year |
|
Average
Expiring Gross Rent psf |
|
Percent of
PREIT’s Share of Gross Rent in Expiring Year |
|||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
For the Year Ended December 31,
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
2018 and Prior
(4)
|
98
|
|
|
212,748
|
|
|
$
|
10,569
|
|
|
$
|
55.15
|
|
|
3.2
|
%
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
2019
|
277
|
|
|
759,016
|
|
|
35,996
|
|
|
51.71
|
|
|
10.9
|
%
|
|
8,701
|
|
|
196
|
|
|
22.55
|
|
|
0.5
|
%
|
||||
2020
|
257
|
|
|
1,188,798
|
|
|
38,109
|
|
|
36.21
|
|
|
11.5
|
%
|
|
4,000
|
|
|
161
|
|
|
40.16
|
|
|
0.4
|
%
|
||||
2021
|
217
|
|
|
964,043
|
|
|
30,769
|
|
|
37.91
|
|
|
9.3
|
%
|
|
10,625
|
|
|
155
|
|
|
29.14
|
|
|
0.5
|
%
|
||||
2022
|
174
|
|
|
534,156
|
|
|
25,635
|
|
|
55.84
|
|
|
7.7
|
%
|
|
7,995
|
|
|
171
|
|
|
21.44
|
|
|
0.7
|
%
|
||||
2023
|
181
|
|
|
1,075,677
|
|
|
36,506
|
|
|
38.50
|
|
|
11.0
|
%
|
|
6,000
|
|
|
203
|
|
|
33.80
|
|
|
0.6
|
%
|
||||
2024
|
132
|
|
|
673,555
|
|
|
32,970
|
|
|
52.79
|
|
|
10.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2025
|
157
|
|
|
715,789
|
|
|
31,939
|
|
|
55.37
|
|
|
9.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2026
|
121
|
|
|
607,602
|
|
|
25,005
|
|
|
51.92
|
|
|
7.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2027
|
105
|
|
|
668,624
|
|
|
24,688
|
|
|
39.90
|
|
|
7.5
|
%
|
|
15,000
|
|
|
274
|
|
|
18.27
|
|
|
1.1
|
%
|
||||
2028
|
76
|
|
|
623,804
|
|
|
20,606
|
|
|
34.83
|
|
|
6.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Thereafter
|
50
|
|
|
653,504
|
|
|
18,350
|
|
|
29.33
|
|
|
5.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total/Average
|
1,845
|
|
|
8,677,316
|
|
|
$
|
331,142
|
|
|
$
|
43.35
|
|
|
100.0
|
%
|
|
52,321
|
|
|
$
|
1,160
|
|
|
$
|
25.13
|
|
|
0.4
|
%
|
(1)
|
Does not include tenants occupying space under license agreements with initial terms of less than one year. The GLA of these tenants is
453,518
square feet.
|
(2)
|
As described above under “Item 1A. Risk Factors,” if a tenant files for bankruptcy, the tenant might have the right to reject and terminate its leases, and we cannot be sure that it will affirm its leases and continue to make rental payments in a timely manner. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages in connection with such balances.
|
(3)
|
Excludes Fashion District Philadelphia and includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based only on gross monthly rent as of
December 31, 2018
.
|
(4)
|
Includes all tenant leases that had expired and were on a month to month basis as of
December 31, 2018
.
|
|
All Tenants
(1)
|
|
Tenants in Bankruptcy
(2)
|
|||||||||||||||||||||||||||
(in thousands of dollars, except per square foot amounts)
|
Number
of Leases Expiring |
|
GLA of
Expiring Leases |
|
PREIT’s
Share of Gross Rent in Expiring Year(1)(2) |
|
Average
Expiring Gross Rent psf |
|
Percent
of PREIT’s Total Gross Rent |
|
GLA of
Expiring Leases |
|
PREIT’s
Share of Gross Rent in Expiring Year |
|
Average
Expiring Gross Rent psf |
|
Percent of
PREIT’s Share of Gross Rent in Expiring Year |
|||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
For the Year Ending December 31,
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
2019
|
3
|
|
|
382,739
|
|
|
$
|
1,358
|
|
|
$
|
3.55
|
|
|
5.1
|
%
|
|
144,301
|
|
|
$
|
95
|
|
|
$
|
0.66
|
|
|
7.0
|
%
|
2020
|
6
|
|
|
694,074
|
|
|
2,548
|
|
|
3.67
|
|
|
9.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2021
|
7
|
|
|
675,619
|
|
|
3,015
|
|
|
6.25
|
|
|
11.2
|
%
|
|
226,233
|
|
|
241
|
|
|
1.07
|
|
|
8.0
|
%
|
||||
2022
|
8
|
|
|
1,174,834
|
|
|
3,923
|
|
|
3.64
|
|
|
14.6
|
%
|
|
205,591
|
|
|
42
|
|
|
0.20
|
|
|
1.1
|
%
|
||||
2023
|
3
|
|
|
348,592
|
|
|
1,896
|
|
|
5.44
|
|
|
7.1
|
%
|
|
120,883
|
|
|
446
|
|
|
3.69
|
|
|
23.5
|
%
|
||||
2024
|
4
|
|
|
545,219
|
|
|
2,801
|
|
|
5.14
|
|
|
10.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2025
|
2
|
|
|
390,245
|
|
|
1,186
|
|
|
3.04
|
|
|
4.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2026
|
1
|
|
|
58,371
|
|
|
861
|
|
|
14.75
|
|
|
3.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2027
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
2028
|
9
|
|
|
982,424
|
|
|
6,428
|
|
|
6.54
|
|
|
24.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Thereafter
|
2
|
|
|
135,155
|
|
|
2,791
|
|
|
20.65
|
|
|
10.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total/Average
|
45
|
|
|
5,387,272
|
|
|
$
|
26,807
|
|
|
$
|
5.27
|
|
|
100.0
|
%
|
|
697,008
|
|
|
824
|
|
|
$
|
1.18
|
|
|
3.1
|
%
|
(1)
|
In thousands of dollars. Excludes Fashion District Philadelphia and includes our proportionate share of tenant rent from partnership properties that are not consolidated by us, based on our ownership percentage in the respective partnerships. Annualized gross rent is calculated based only on gross monthly rent as of
December 31, 2018
.
|
(2)
|
As described above under “Item 1A. Risk Factors,” if a tenant files for bankruptcy, the tenant might have the right to reject and terminate its leases, and we cannot be sure that it will affirm its leases and continue to make rental payments in a timely manner. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages in connection with such balances.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
High
|
|
Low
|
|
Distribution
Paid
|
Quarter ended March 31, 2018
|
$12.47
|
|
$9.38
|
|
$0.21
|
Quarter ended June 30, 2018
|
$12.07
|
|
$8.97
|
|
$0.21
|
Quarter ended September 30, 2018
|
$11.40
|
|
$9.34
|
|
$0.21
|
Quarter ended December 31, 2018
|
$9.68
|
|
$5.68
|
|
$0.21
|
|
|
|
|
|
$0.84
|
|
High
|
|
Low
|
|
Distribution
Paid
|
Quarter ended March 31, 2017
|
$19.92
|
|
$13.76
|
|
$0.21
|
Quarter ended June 30, 2017
|
$15.34
|
|
$10.00
|
|
$0.21
|
Quarter ended September 30, 2017
|
$13.02
|
|
$9.75
|
|
$0.21
|
Quarter ended December 31, 2017
|
$12.11
|
|
$9.32
|
|
$0.21
|
|
|
|
|
|
$0.84
|
Selected Financial Data
(1)
|
|||||||||||||||||||
|
For the Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
362,400
|
|
|
$
|
367,490
|
|
|
$
|
399,946
|
|
|
$
|
425,411
|
|
|
$
|
432,703
|
|
Impairment of assets
|
$
|
(137,487
|
)
|
|
$
|
(55,793
|
)
|
|
$
|
(62,603
|
)
|
|
$
|
(140,318
|
)
|
|
$
|
(19,695
|
)
|
Gains (losses) on sales of interests in real estate, net
|
$
|
1,525
|
|
|
$
|
(361
|
)
|
|
$
|
23,022
|
|
|
$
|
12,362
|
|
|
$
|
12,699
|
|
Net (loss) income
|
$
|
(126,503
|
)
|
|
$
|
(32,848
|
)
|
|
$
|
(12,713
|
)
|
|
$
|
(129,567
|
)
|
|
$
|
(14,262
|
)
|
Dividends on preferred shares
|
$
|
(27,375
|
)
|
|
$
|
(27,845
|
)
|
|
$
|
(15,848
|
)
|
|
$
|
(15,848
|
)
|
|
$
|
(15,848
|
)
|
Net (loss) income attributable to PREIT common shareholders
|
$
|
(137,704
|
)
|
|
$
|
(57,901
|
)
|
|
$
|
(25,511
|
)
|
|
$
|
(131,129
|
)
|
|
$
|
(29,201
|
)
|
Basic and diluted (loss) earnings per share
(1)
|
$
|
(1.98
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(1.91
|
)
|
|
$
|
(0.43
|
)
|
Weighted average shares outstanding – basic and diluted
|
69,749
|
|
|
69,364
|
|
|
69,086
|
|
|
68,740
|
|
|
68,217
|
|
|
As of December 31,
|
||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total investments in real estate
|
$
|
3,184,594
|
|
|
$
|
3,299,702
|
|
|
$
|
3,300,014
|
|
|
$
|
3,367,889
|
|
|
$
|
3,285,404
|
|
Intangible assets, net
|
$
|
17,868
|
|
|
$
|
17,693
|
|
|
$
|
19,746
|
|
|
$
|
22,248
|
|
|
$
|
6,452
|
|
Total assets
|
$
|
2,405,114
|
|
|
$
|
2,588,771
|
|
|
$
|
2,616,832
|
|
|
$
|
2,800,392
|
|
|
$
|
2,539,703
|
|
Total debt, including debt premium and discount
|
$
|
1,660,195
|
|
|
$
|
1,656,842
|
|
|
$
|
1,766,902
|
|
|
$
|
1,784,371
|
|
|
$
|
1,537,947
|
|
Noncontrolling interest
(1)
|
$
|
105,770
|
|
|
$
|
129,131
|
|
|
$
|
142,722
|
|
|
$
|
152,624
|
|
|
$
|
27,937
|
|
Total equity - PREIT
|
$
|
440,781
|
|
|
$
|
631,860
|
|
|
$
|
559,684
|
|
|
$
|
632,006
|
|
|
$
|
816,800
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash flow data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
134,864
|
|
|
$
|
142,091
|
|
|
$
|
154,931
|
|
|
$
|
141,108
|
|
|
$
|
148,164
|
|
Cash (used in) provided by investing activities
|
$
|
(41,567
|
)
|
|
$
|
(105,418
|
)
|
|
$
|
(4,878
|
)
|
|
$
|
(382,291
|
)
|
|
$
|
31,298
|
|
Cash (used in) provided by financing activities
|
$
|
(94,805
|
)
|
|
$
|
(32,585
|
)
|
|
$
|
(162,632
|
)
|
|
$
|
225,860
|
|
|
$
|
(170,522
|
)
|
Cash distributions per common share
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
$
|
0.80
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
Pre-bankruptcy
|
|
Units Closed
|
|||||||||||||||||||
Year
|
|
Number of Tenants
(1)
|
|
Number of locations impacted
|
|
GLA
(2)
|
|
PREIT’s Share of Annualized Gross Rent
(3)
(in thousands)
|
|
Number of locations closed
|
|
GLA
(2)
|
|
PREIT’s Share of Annualized Gross Rent
(3)
(in thousands)
|
|||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated properties
|
|
10
|
|
|
43
|
|
|
1,221,433
|
|
|
$
|
7,072
|
|
|
4
|
|
|
265,399
|
|
|
$
|
1,549
|
|
Unconsolidated properties
|
|
3
|
|
|
5
|
|
|
14,977
|
|
|
402
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
10
|
|
|
48
|
|
|
1,236,410
|
|
|
$
|
7,474
|
|
|
4
|
|
|
265,399
|
|
|
$
|
1,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated properties
|
|
16
|
|
|
75
|
|
|
341,701
|
|
|
$
|
10,837
|
|
|
27
|
|
|
176,221
|
|
|
$
|
4,809
|
|
Unconsolidated properties
|
|
9
|
|
|
16
|
|
|
191,538
|
|
|
2,103
|
|
|
9
|
|
|
164,228
|
|
|
1,581
|
|
||
Total
|
|
18
|
|
|
91
|
|
|
533,239
|
|
|
$
|
12,940
|
|
|
36
|
|
|
340,449
|
|
|
$
|
6,390
|
|
|
|
Former/Existing Anchors
|
|
|
Replacement Tenant(s)
|
||||
Property
|
Name
|
GLA '000's
|
Date Closed/Closing
|
|
Date Decommissioned
|
Name
|
GLA
'000's |
Actual/Targeted Occupancy Date
|
|
Completed:
|
|
|
|
|
|
|
|
|
|
|
Valley Mall
|
Macy's
|
120
|
Q1 16
|
|
n/a
|
Tilt
|
48
|
Q3 18
|
|
|
Onelife Fitness
|
70
|
Q1 19
|
|||||
|
Bon-Ton
|
123
|
Q1 18
|
|
n/a
|
Belk
|
123
|
Q4 18
|
|
|
Moorestown Mall
|
Macy's
|
200
|
Q1 17
|
|
n/a
|
HomeSense
|
28
|
Q3 18
|
|
|
Five Below
|
9
|
Q4 18
|
|||||
|
Magnolia Mall
|
Sears
|
91
|
Q1 17
|
|
Q2 17
|
Burlington
|
46
|
Q3 17
|
|
|
HomeGoods
|
22
|
Q2 18
|
|||||
|
|
Five Below
|
8
|
Q2 18
|
|||||
|
Exton Square Mall
|
K-mart
|
96
|
Q1 16
|
|
Q2 16
|
Whole Foods
|
55
|
Q1 18
|
In process:
|
|
|
|
|
|
|
|
|
|
|
Woodland Mall
|
Sears
|
313
|
Q2 17
|
|
Q2 17
|
Von Maur
|
86
|
Q4 19
|
|
REI
|
20
|
Q4 19
|
||||||
|
Urban Outfitters
|
8
|
Q4 19
|
||||||
|
|
Restaurants and small shop space
|
22
|
Q4 19
|
|||||
|
Plymouth Meeting Mall
|
Macy's
(1)
|
215
|
Q1 17
|
|
n/a
|
Burlington
|
41
|
Q4 19
|
|
|
Dick's Sporting Goods
|
58
|
Q4 19
|
|||||
|
|
Michael's
|
26
|
Q4 19
|
|||||
|
|
Edge Fitness
|
38
|
Q4 19
|
|||||
|
|
Miller's Ale House
|
7
|
Q4 19
|
|||||
|
Moorestown Mall
|
Macy's
|
200
|
Q1 17
|
|
n/a
|
Sierra Trading Post
|
19
|
Q1 19
|
|
|
Michael's
|
25
|
Q3 19
|
|||||
|
Valley Mall
|
Sears
|
123
|
Q3 17
|
|
Q2 18
|
Dick's Sporting Goods
|
50
|
Q1 20
|
|
Willow Grove Park
|
JC Penney
|
125
|
Q3 17
|
|
n/a
|
Studio Movie Grill
|
49
|
Q2 20
|
|
|
Entertainment and small shop space
|
44
|
Q4 19
|
(1)
|
Property is subject to a ground lease.
|
|
Occupancy
(1)
as of December 31,
|
|||||||||||||||||||||||||
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
|
Combined
(2)
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Retail portfolio weighted average:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total excluding anchors
|
93.2%
|
|
|
93.6%
|
|
|
93.4%
|
|
|
90.5
|
%
|
|
92.2
|
%
|
|
94.2%
|
|
|
92.6
|
%
|
|
93.3
|
%
|
|
93.6
|
%
|
Total including anchors
|
92.8%
|
|
|
95.8%
|
|
|
95.7%
|
|
|
92.2
|
%
|
|
93.6
|
%
|
|
95.3%
|
|
|
92.7
|
%
|
|
95.4
|
%
|
|
95.6
|
%
|
Core Malls weighted average:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total excluding anchors
|
94.3
|
%
|
|
94.7
|
%
|
|
94.1
|
%
|
|
88.4
|
%
|
|
90.2
|
%
|
|
94.8
|
%
|
|
93.6
|
%
|
|
94.2
|
%
|
|
94.2
|
%
|
Total including anchors
|
96.5
|
%
|
|
96.7
|
%
|
|
96.5
|
%
|
|
92.0
|
%
|
|
93.3
|
%
|
|
96.4
|
%
|
|
96.0
|
%
|
|
96.3
|
%
|
|
96.5
|
%
|
(1)
|
Occupancy for all periods presented includes all tenants irrespective of the term of their agreement.
|
(2)
|
Combined occupancy is calculated by using occupied gross leasable area (“GLA”) for consolidated and unconsolidated properties and dividing by total GLA for consolidated and unconsolidated properties.
|
(3)
|
Retail portfolio includes all retail properties excluding Fashion District Philadelphia because that property is under redevelopment
.
|
(4)
|
Core Malls excludes Fashion District Philadelphia, Exton Square Mall, Valley View Mall, Wyoming Valley Mall, power centers and Gloucester Premium Outlets.
|
|
Number
|
|
GLA
|
|
Term
(in years)
|
|
Initial Rent psf
|
|
Previous Rent psf
|
|
Initial Gross Rent Spread
(1)
|
|
Avg Rent Spread
(2)
|
|
Annualized Tenant Improvements psf
(3)
|
|||||||||||
Non-Anchor
|
|
|
|
|
|
$
|
|
%
|
|
%
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Under 10,000 sf
|
105
|
|
|
343,594
|
|
|
7.3
|
|
|
$
|
44.46
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
10.85
|
|
||
Over 10,000 sf
|
16
|
|
|
378,155
|
|
|
10.5
|
|
|
19.67
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
4.43
|
|
||||
Total New Leases
|
121
|
|
|
721,749
|
|
|
9.0
|
|
|
$
|
31.47
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
6.92
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Renewal Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Under 10,000 sf
|
128
|
|
|
305,119
|
|
|
3.4
|
|
|
$
|
55.14
|
|
|
$
|
55.16
|
|
|
$(0.02)
|
|
—%
|
|
5.0%
|
|
$
|
0.19
|
|
Over 10,000 sf
|
12
|
|
|
306,229
|
|
|
5.3
|
|
|
21.32
|
|
|
20.64
|
|
|
0.67
|
|
3.3%
|
|
11.9%
|
|
2.45
|
|
|||
Total Fixed Rent
|
140
|
|
|
611,348
|
|
|
4.3
|
|
|
$
|
38.20
|
|
|
$
|
37.87
|
|
|
$0.33
|
|
0.9%
|
|
6.9%
|
|
$
|
1.58
|
|
Percentage in Lieu
|
46
|
|
|
130,276
|
|
|
1.7
|
|
|
35.27
|
|
|
44.02
|
|
|
(8.75)
|
|
(19.9)%
|
|
N/A
|
|
—
|
|
|||
Total Renewal Leases
(4)
|
186
|
|
|
741,624
|
|
|
3.9
|
|
|
$
|
37.69
|
|
|
$
|
38.95
|
|
|
$(1.27)
|
|
(3.3)%
|
|
6.9%
|
|
$
|
1.46
|
|
Total Non
Anchor
(5)
|
307
|
|
|
1,463,373
|
|
|
6.4
|
|
|
$
|
34.62
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Anchor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New Leases
|
2
|
|
|
99,258
|
|
|
10.0
|
|
|
$
|
13.30
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
0.40
|
|
||
Renewal Leases
|
4
|
|
|
512,858
|
|
|
5.6
|
|
|
3.28
|
|
|
$
|
3.36
|
|
|
(0.08)
|
|
(2.4)%
|
|
N/A
|
|
—
|
|
||
Total
|
6
|
|
|
612,116
|
|
|
7.1
|
|
|
$
|
4.90
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Initial gross rent 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”) reimbursements, 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 reimbursements, but excludes pro rata CAM reimbursements, 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.
|
(4)
|
Includes 7 leases and 11,102 square feet of GLA with respect to tenants whose leases were restructured and extended following a bankruptcy filing. Excluding those leases, the initial gross rent spread was 1.0% for leases under 10,000 square feet and (2.4%) for all non anchor leases. Excluding these leases, the average rent spreads were 6.2% for leases under 10,000 square feet and 7.8% for all non anchor leases.
|
(5)
|
Includes
53
leases and
172,994
square feet of GLA with respect to our unconsolidated partnerships. We own a 25% to 50% interest in each of our unconsolidated properties and do not control such properties. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See "—Use of Non GAAP Measures" for further details on our ownership interests in our unconsolidated properties.
|
(in thousands of dollars)
|
For the Year Ended December 31, 2018
|
|
% Change 2017 to 2018
|
|
For the Year Ended December 31, 2017
|
|
% Change 2016 to 2017
|
|
For the Year Ended December 31, 2016
|
||||||||
Results of operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Total real estate revenue
|
$
|
358,229
|
|
|
(1
|
)%
|
|
$
|
361,524
|
|
|
(8
|
)%
|
|
$
|
394,597
|
|
Other income
|
4,171
|
|
|
(30
|
)%
|
|
5,966
|
|
|
12
|
%
|
|
5,349
|
|
|||
Total property operating expenses
|
(141,232
|
)
|
|
1
|
%
|
|
(140,305
|
)
|
|
(10
|
)%
|
|
(156,218
|
)
|
|||
General and administrative expenses
|
(38,342
|
)
|
|
4
|
%
|
|
(36,736
|
)
|
|
4
|
%
|
|
(35,269
|
)
|
|||
Provision for employee separation expense
|
(1,139
|
)
|
|
(12
|
)%
|
|
(1,299
|
)
|
|
(4
|
)%
|
|
(1,355
|
)
|
|||
Project costs and other expenses
|
(693
|
)
|
|
(10
|
)%
|
|
(768
|
)
|
|
(55
|
)%
|
|
(1,700
|
)
|
|||
Insurance recoveries, net
|
689
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|||
Interest expense, net
|
(61,355
|
)
|
|
5
|
%
|
|
(58,430
|
)
|
|
(17
|
)%
|
|
(70,724
|
)
|
|||
Depreciation and amortization
|
(133,116
|
)
|
|
3
|
%
|
|
(128,822
|
)
|
|
2
|
%
|
|
(126,669
|
)
|
|||
Impairment of assets
|
(137,487
|
)
|
|
146
|
%
|
|
(55,793
|
)
|
|
(11
|
)%
|
|
(62,603
|
)
|
|||
Equity in income of partnerships
|
11,375
|
|
|
(21
|
)%
|
|
14,367
|
|
|
(22
|
)%
|
|
18,477
|
|
|||
Gain on sale of real estate by equity method investee
|
2,772
|
|
|
(58
|
)%
|
|
6,539
|
|
|
—
|
%
|
|
—
|
|
|||
Gains (losses) on sales of interests in real estate, net
|
1,525
|
|
|
522
|
%
|
|
(361
|
)
|
|
(102
|
)%
|
|
23,022
|
|
|||
Gains on sales of non-operating real estate
|
8,100
|
|
|
538
|
%
|
|
1,270
|
|
|
234
|
%
|
|
380
|
|
|||
Net loss
|
$
|
(126,503
|
)
|
|
285
|
%
|
|
$
|
(32,848
|
)
|
|
158
|
%
|
|
$
|
(12,713
|
)
|
•
|
a decrease of $8.5 million in real estate revenue related to sold properties;
|
•
|
a decrease of $2.4 million in same store common area expense reimbursements, due to a decrease in common area expense (see “—Property Operating Expenses”), as well as lower occupancy at some properties and rental concessions made to some tenants under which the terms of their leases were modified such that they no longer pay expense reimbursements;
|
•
|
a decrease of $0.9 million in same store partnership marketing revenue;
|
•
|
a decrease of $0.6 million in same store utility reimbursements due to a decrease in tenant electric consumption, partially offset by an increase in tenant electric billing rates established by each state’s public utility commission;
|
•
|
a decrease of $0.5 million at Wyoming Valley Mall due to two anchor store closings and associated co-tenancy concessions during 2018; and
|
•
|
a decrease of $0.2 million in same store marketing revenue; partially offset by
|
•
|
an increase of $6.0 million in same store lease termination revenue, including $8.6 million from the termination of leases with three tenants during 2018, partially offset by $2.4 million received from four tenants during 2017;
|
•
|
an increase of $2.3 million in same store real estate tax reimbursements, due to an increase in real estate tax expense (see “—Property Operating Expenses”), partially offset by lower occupancy at some properties and rental concessions made to some tenants under which the terms of their leases were modified such that they no longer pay expense reimbursements; and
|
•
|
an increase of $1.6 million in same store base rent due to $3.4 million from net new store openings over the previous twelve months, partially offset by a $1.0 million decrease related to tenant bankruptcies in 2017 and 2018, as well as a $0.8 million decrease related to co-tenancy concessions due to anchor closings.
|
•
|
a decrease of $32.6 million in real estate revenue related to properties sold in 2016 and 2017;
|
•
|
a decrease of $2.4 million in same store common area expense reimbursements, due to lower occupancy at some properties, rental concessions made to some tenants under which the terms of their leases were modified such that they no longer pay expense reimbursements, and a decrease in common area expense for tenants who do not pay a fixed amount for common area expense reimbursement (see “—Property Operating Expenses”);
|
•
|
a decrease of $1.7 million in lease termination revenue, including $2.9 million received from one tenant for two locations during 2016;
|
•
|
a decrease of $0.7 million in same store utility reimbursements due to a combination of lower tenant electric billing rates as set by the Public Utility Commission, as well as a decrease in electric consumption; and
|
•
|
a decrease of $0.6 million in same store percentage rent due to lease renewals with higher base rents and corresponding higher sales breakpoints for calculating percentage rent, as well as lower sales from some tenants that paid percent rent during 2016; partially offset by
|
•
|
an increase of $3.6 million in same store base rent due to $5.7 million from net new store openings over the previous twelve months, partially offset by a $1.8 million decrease related to tenant bankruptcies in 2016 and 2017, as well as a $0.3 million decrease related to co-tenancy concessions due to anchor closings in 2016 and 2017; and
|
•
|
an increase of $1.1 million in same store ancillary income.
|
•
|
an increase of $6.7 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, as well as a successful real estate tax appeal at one of our properties resulting in lower real estate tax expense during 2017; and
|
•
|
an increase of $0.1 million in same store other property operating expenses, including a $0.9 million increase in bad debt expense due to increased reserves for bankruptcy and other troubled tenants and a $0.2 million increase in non-reimbursable maintenance costs, partially offset by a $1.0 million decrease in personnel costs; partially offset by
|
•
|
a decrease of $4.0 million in property operating expenses related to sold properties; and
|
•
|
a decrease of $1.8 million in same store common area maintenance expense, including a $1.7 million decrease in housekeeping, maintenance and loss prevention expense due to negotiated rate reductions with the service providers and a $1.2 million decrease in personnel costs, partially offset by a $0.4 million increase in common area electric expense and a $0.2 million increase in snow removal expense due to extremely cold temperatures during January 2018 and higher snow fall amounts across the Mid-Atlantic states, where many of our properties are located.
|
•
|
a decrease of $14.3 million in property operating expenses related to properties sold in 2016 and 2017;
|
•
|
a decrease of $3.4 million in same store common area maintenance expense, including a $2.7 million decrease in personnel costs; and
|
•
|
a decrease of $0.3 million in same store tenant utility expense due to lower electricity usage, partially offset by an increase in electricity rates; partially offset by
|
•
|
an increase of $1.5 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; partially offset by a successful real estate tax appeal at one property; and
|
•
|
an increase of $0.5 million in same store bad debt expense due to an increase in the number of tenant bankruptcies during 2017.
|
|
For the Year Ended December 31,
|
|||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
|
||||||
Exton Square Mall
|
$
|
73,218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Wyoming Valley Mall
|
32,177
|
|
|
—
|
|
|
—
|
|
|
|||
Valley View Mall
|
14,294
|
|
|
15,521
|
|
|
—
|
|
|
|||
Wiregrass Mall mortgage note receivable
|
8,122
|
|
|
—
|
|
|
—
|
|
|
|||
New Garden Land
|
7,567
|
|
|
—
|
|
|
20,786
|
|
|
|||
Gainesville land
|
2,089
|
|
|
1,275
|
|
|
—
|
|
|
|||
Logan Valley Mall
|
—
|
|
|
38,720
|
|
|
—
|
|
|
|||
Sunrise land
|
—
|
|
|
226
|
|
|
—
|
|
|
|||
Beaver Valley Mall
|
—
|
|
|
—
|
|
|
18,055
|
|
|
|||
Washington Crown Center
|
—
|
|
|
—
|
|
|
14,117
|
|
|
|||
Crossroads Mall
|
—
|
|
|
—
|
|
|
9,038
|
|
|
|||
Office building located at Voorhees Town Center
|
—
|
|
|
—
|
|
|
607
|
|
|
|||
Other
|
20
|
|
|
51
|
|
|
—
|
|
|
|||
Total impairment of assets
|
$
|
137,487
|
|
|
$
|
55,793
|
|
|
$
|
62,603
|
|
|
•
|
an increase of $5.7 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; partially offset by
|
•
|
a decrease of $1.4 million related to sold properties.
|
•
|
an $8.7 million benefit recognized in 2016 due to a change in an estimated contingent liability recorded in connection with a property acquisition that did not recur in 2017; and
|
•
|
an increase of $1.4 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; partially offset by
|
•
|
a decrease of $7.9 million related to properties sold in 2016 and 2017.
|
•
|
We believe that NOI is helpful to management and investors as a measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. When we use and present NOI, we also do so on a same store (Same Store NOI) and non-same store (Non Same Store
|
•
|
We believe that FFO is also helpful to management and investors as a measure of operating performance because it excludes various items included in net income that do not relate to or are not indicative of operating performance, such as gains on sales of operating real estate and depreciation and amortization of real estate, among others. In addition to FFO and FFO per diluted share and OP Unit, we also present FFO, as adjusted and FFO per diluted share and OP Unit, as adjusted to show the effect of items such as
impairment of mortgage asset, provision for employee separation expense, insurance recoveries, prepayment penalties, accelerated amortization of deferred financing costs, loss on redemption of preferred shares and loss on hedge ineffectiveness
.
|
•
|
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.
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(126,503
|
)
|
|
$
|
(32,848
|
)
|
|
$
|
(12,713
|
)
|
Other income
|
(4,171
|
)
|
|
(5,966
|
)
|
|
(5,349
|
)
|
|||
Depreciation and amortization
|
133,116
|
|
|
128,822
|
|
|
126,669
|
|
|||
General and administrative expenses
|
38,342
|
|
|
36,736
|
|
|
35,269
|
|
|||
Provision for employee separation expenses
|
1,139
|
|
|
1,299
|
|
|
1,355
|
|
|||
Project costs and other expenses
|
693
|
|
|
768
|
|
|
1,700
|
|
|||
Insurance recoveries, net
|
(689
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
61,355
|
|
|
58,430
|
|
|
70,724
|
|
|||
Impairment of assets
|
137,487
|
|
|
55,793
|
|
|
62,603
|
|
|||
Equity in income of Partnerships
|
(11,375
|
)
|
|
(14,367
|
)
|
|
(18,477
|
)
|
|||
Gain on sales of real estate by equity method investee
|
(2,772
|
)
|
|
(6,539
|
)
|
|
—
|
|
|||
Gains (losses) on sales of interests in real estate
|
(1,525
|
)
|
|
361
|
|
|
(23,022
|
)
|
|||
Gains on sales of non-operating real estate
|
(8,100
|
)
|
|
(1,270
|
)
|
|
(380
|
)
|
|||
Net operating income from consolidated properties
|
$
|
216,997
|
|
|
$
|
221,219
|
|
|
$
|
238,379
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Equity in income of partnerships
|
$
|
11,375
|
|
|
$
|
14,367
|
|
|
$
|
18,477
|
|
Other income
|
(82
|
)
|
|
(594
|
)
|
|
—
|
|
|||
Depreciation and amortization
|
8,612
|
|
|
10,974
|
|
|
10,214
|
|
|||
Interest and other expenses
|
10,828
|
|
|
12,013
|
|
|
10,306
|
|
|||
Net operating income from equity method investments at ownership share
|
$
|
30,733
|
|
|
$
|
36,760
|
|
|
$
|
38,997
|
|
|
Same Store
|
Non Same Store
|
|
Total (non-GAAP)
|
|||||||||||||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
NOI from consolidated properties
|
$
|
210,112
|
|
|
$
|
209,244
|
|
|
$
|
6,885
|
|
|
$
|
11,975
|
|
|
|
$
|
216,997
|
|
|
$
|
221,219
|
|
|
NOI from equity method investments at ownership share
|
30,161
|
|
|
30,266
|
|
|
572
|
|
|
6,494
|
|
|
|
30,733
|
|
|
36,760
|
|
|
||||||
Total NOI
|
$
|
240,273
|
|
|
$
|
239,510
|
|
|
$
|
7,457
|
|
|
$
|
18,469
|
|
|
|
$
|
247,730
|
|
|
$
|
257,979
|
|
|
Less: lease termination revenue
|
$
|
9,183
|
|
|
$
|
3,142
|
|
|
$
|
35
|
|
|
$
|
85
|
|
|
|
$
|
9,218
|
|
|
$
|
3,227
|
|
|
Total NOI - excluding lease termination revenue
|
$
|
231,090
|
|
|
$
|
236,368
|
|
|
$
|
7,422
|
|
|
$
|
18,384
|
|
|
|
$
|
238,512
|
|
|
$
|
254,752
|
|
|
|
|
Same Store
|
Non Same Store
|
|
Total (non-GAAP)
|
||||||||||||||||||||
(in thousands of dollars)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
||||||||||||
NOI from consolidated properties
|
|
$
|
216,403
|
|
|
$
|
215,321
|
|
|
$
|
4,816
|
|
|
$
|
23,058
|
|
|
|
$
|
221,219
|
|
|
$
|
238,379
|
|
NOI from equity method investments at ownership share
|
|
30,266
|
|
|
32,579
|
|
|
6,494
|
|
|
6,418
|
|
|
|
36,760
|
|
|
38,997
|
|
||||||
Total NOI
|
|
$
|
246,669
|
|
|
$
|
247,900
|
|
|
$
|
11,310
|
|
|
$
|
29,476
|
|
|
|
$
|
257,979
|
|
|
$
|
277,376
|
|
Less: lease termination revenue
|
|
$
|
3,142
|
|
|
$
|
6,009
|
|
|
$
|
85
|
|
|
$
|
183
|
|
|
|
$
|
3,227
|
|
|
$
|
6,192
|
|
Total NOI - excluding lease termination revenue
|
|
$
|
243,527
|
|
|
$
|
241,891
|
|
|
$
|
11,225
|
|
|
$
|
29,293
|
|
|
|
$
|
254,752
|
|
|
$
|
271,184
|
|
|
For the Year Ended December 31,
|
||||||||||||||||
(in thousands, except per share amounts)
|
2018
|
|
% Change 2017 to 2018
|
|
2017
|
|
% Change 2016 to 2017
|
|
2016
|
||||||||
Net loss
|
$
|
(126,503
|
)
|
|
|
|
$
|
(32,848
|
)
|
|
|
|
$
|
(12,713
|
)
|
||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of real estate
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
131,694
|
|
|
|
|
127,327
|
|
|
|
|
125,192
|
|
|||||
Unconsolidated
|
8,612
|
|
|
|
|
10,974
|
|
|
|
|
10,214
|
|
|||||
Gain on sale of real estate by equity method investee
|
(2,772
|
)
|
|
|
|
(6,539
|
)
|
|
|
|
—
|
|
|||||
Gains (losses) on sales of real estate, net
|
(1,525
|
)
|
|
|
|
361
|
|
|
|
|
(23,022
|
)
|
|||||
Impairment of real estate assets
|
129,365
|
|
|
|
|
55,793
|
|
|
|
|
62,603
|
|
|||||
Dividends on preferred shares
|
(27,375
|
)
|
|
|
|
(27,845
|
)
|
|
|
|
(15,848
|
)
|
|||||
Loss on redemption of preferred shares
|
—
|
|
|
|
|
(4,103
|
)
|
|
|
|
—
|
|
|||||
Funds from operations attributable to common shareholders and OP Unit holders
|
$
|
111,496
|
|
|
(9.4
|
)%
|
|
$
|
123,120
|
|
|
(15.9
|
)%
|
|
$
|
146,426
|
|
Impairment of mortgage loan receivable
|
8,122
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Provision for employee separation expense
|
1,139
|
|
|
|
|
1,299
|
|
|
|
|
1,355
|
|
|||||
Insurance recoveries, net
|
(689
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Prepayment penalty and accelerated amortization of deferred financing costs
|
363
|
|
|
|
|
1,557
|
|
|
|
|
—
|
|
|||||
Loss on redemption of preferred shares
|
—
|
|
|
|
|
4,103
|
|
|
|
|
—
|
|
|||||
Loss on hedge ineffectiveness
|
—
|
|
|
|
|
—
|
|
|
|
|
143
|
|
|||||
Funds from operations attributable to common shareholders and OP Unit holders, as adjusted
|
$
|
120,431
|
|
|
(7.4
|
)%
|
|
$
|
130,079
|
|
|
(12.1
|
)%
|
|
$
|
147,924
|
|
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit
|
$
|
1.43
|
|
|
(9.5
|
)%
|
|
$
|
1.58
|
|
|
(16.4
|
)%
|
|
$
|
1.89
|
|
Funds from operations attributable to common shareholders and OP Unit holders, as adjusted, per diluted share and OP Unit
|
$
|
1.54
|
|
|
(7.8
|
)%
|
|
$
|
1.67
|
|
|
(12.6
|
)%
|
|
$
|
1.91
|
|
Weighted average number of shares outstanding
|
69,749
|
|
|
|
|
69,364
|
|
|
|
|
69,086
|
|
|||||
Weighted average effect of full conversion of OP Units
|
8,273
|
|
|
|
|
8,297
|
|
|
|
|
8,324
|
|
|||||
Effect of common share equivalents
|
203
|
|
|
|
|
93
|
|
|
|
|
191
|
|
|||||
Total weighted average shares outstanding, including OP Units
|
78,225
|
|
|
|
|
77,754
|
|
|
|
|
77,601
|
|
•
|
a
$11.0 million
decrease in Non Same Store NOI primarily due to properties sold; and
|
•
|
a $8.1 million impairment on a mortgage loan receivable asset; partially offset by
|
•
|
a $4.1 million loss on preferred share redemption in 2017;
|
•
|
a
$1.7 million
decrease in interest expense; and
|
•
|
a
$0.8 million
increase in Same Store NOI.
|
•
|
a $18.2 million decrease in Non Same Store NOI primarily due to properties sold;
|
•
|
a $12.0 million increase in preferred share dividends; and
|
•
|
a $4.1 million loss on preferred share redemption in 2017; partially offset by
|
•
|
a $10.5 million decrease in interest expense; and
|
•
|
a $1.2 million increase in Same Store NOI.
|
•
|
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.
|
Financing Date
|
Property
|
|
Amount Financed or
Extended
(in millions of dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
2018 Activity:
|
|
|
|
|
|
|
|
January
|
Francis Scott Key
(1)
|
|
$68.5
|
|
LIBOR plus 2.60%
|
|
January 2022
|
February
|
Viewmont Mall
(2)
|
|
$10.2
|
|
LIBOR Plus 2.35%
|
|
March 2021
|
|
|
|
|
|
|
|
|
2016 Activity:
|
|
|
|
|
|
|
|
March
|
Viewmont Mall
(2)
|
|
$9.0
|
|
LIBOR plus 2.35%
|
|
March 2021
|
April
|
Woodland Mall
(3)
|
|
$130.0
|
|
LIBOR plus 2.00%
|
|
April 2021
|
(1)
|
In January 2018, the
$68.5 million
mortgage loan secured by Francis Scott Key was amended to extend the initial maturity date to January 2022, and has a one-year extension option that would further extend the maturity date to January 2023.
|
(2)
|
In 2018, the mortgage was increased by
$10.2 million
to
$67.2 million
. In 2016, the mortgage was increased by
$9.0 million
and the interest rate was lowered to LIBOR plus 2.35% and the maturity date was extended to
March 2021
.
|
(3)
|
The proceeds from the new mortgage loan were used to pay down a portion of the Credit Facility borrowings that were used to repay the previous
$141.2 million
mortgage loan.
|
|
Payments by Period
|
||||||||||||||||||||||
(in thousands of dollars)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2021-2022
|
|
Thereafter
|
||||||||||||
Consolidated mortgage loans
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal payments
|
$
|
92,928
|
|
|
$
|
18,561
|
|
|
$
|
19,759
|
|
|
$
|
20,685
|
|
|
$
|
23,112
|
|
|
$
|
10,811
|
|
Balloon payments
|
958,042
|
|
|
—
|
|
|
27,161
|
|
|
188,785
|
|
|
530,750
|
|
|
211,346
|
|
||||||
Total consolidated mortgage loans
|
$
|
1,050,970
|
|
|
$
|
18,561
|
|
|
$
|
46,920
|
|
|
$
|
209,470
|
|
|
$
|
553,862
|
|
|
$
|
222,157
|
|
Less: Unamortized debt issuance costs
|
3,064
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Carrying value of mortgage notes payable
|
$
|
1,047,906
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of dollars)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2021-2022
|
|
Thereafter
|
||||||||||||
Mortgage loans
|
$
|
1,050,970
|
|
|
$
|
18,561
|
|
|
$
|
46,920
|
|
|
$
|
209,470
|
|
|
$
|
553,862
|
|
|
$
|
222,157
|
|
Term Loans
|
550,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
300,000
|
|
|
—
|
|
||||||
2018 Revolving Facility
|
65,000
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|
—
|
|
|
—
|
|
||||||
Interest on indebtedness
(1)
|
247,102
|
|
|
65,268
|
|
|
64,573
|
|
|
58,201
|
|
|
43,737
|
|
|
15,323
|
|
||||||
Operating leases
|
2,654
|
|
|
1,823
|
|
|
461
|
|
|
272
|
|
|
98
|
|
|
—
|
|
||||||
Ground leases
|
41,279
|
|
|
1,184
|
|
|
1,384
|
|
|
1,584
|
|
|
3,168
|
|
|
33,959
|
|
||||||
Development and redevelopment commitments
(2)
|
117,906
|
|
|
110,766
|
|
|
7,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
2,074,911
|
|
|
$
|
197,602
|
|
|
$
|
120,478
|
|
|
$
|
584,527
|
|
|
$
|
900,865
|
|
|
$
|
271,439
|
|
(1)
|
Includes interest payments expected to be made on consolidated debt, including those in connection with interest rate swap agreements.
|
(2)
|
The timing of the payments of these amounts is uncertain. We expect that a significant majority of such payments (of which we include 100% of Fashion District Philadelphia which is scheduled to open in the third quarter of 2019) will be made prior to December 31, 2019, but cannot provide any assurance that changed circumstances at these projects will not delay the settlement of these obligations.
In addition, our operating partnership, PREIT Associates, has jointly and severally guaranteed the obligations of the joint venture we formed with Macerich to develop Fashion District Philadelphia to commence and complete a comprehensive redevelopment of that property costing not less than $300.0 million within 48 months after commencement of construction, which was March 14, 2016.
|
Financing Date
|
Property
|
|
Amount
Financed or
Extended
(in millions of
dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
2018 Activity:
|
|
|
|
|
|
|
|
February
|
Pavilion at Market East
(1)
|
|
$8.3
|
|
LIBOR plus 2.85%
|
|
February 2021
|
March
|
Gloucester Premium Outlets
(2)
|
|
86.0
|
|
LIBOR plus 1.50%
|
|
March 2022
|
|
|
|
|
|
|
|
|
2017 Activity:
|
|
|
|
|
|
|
|
October
|
Lehigh Valley Mall
(3)(4)
|
|
$200.0
|
|
Fixed 4.06%
|
|
November 2027
|
(1)
|
We own a 40% partnership interest in Pavilion at Market East and our share of this mortgage loan is $3.2 million.
|
(2)
|
We own a 25% partnership interest in Gloucester Premium Outlets and our share of this mortgage loan is $21.5 million.
|
(3)
|
The proceeds were used to repay the existing
$124.6 million
mortgage loan plus accrued interest. We own a 50% partnership interest in Lehigh Valley Mall and our share of this mortgage loan is $100.0 million.
|
(4)
|
We received
$35.3 million
of proceeds as a distribution in connection with the financing. In connection with this new mortgage loan financing, the unconsolidated entity recorded
$3.1 million
of prepayment penalty and accelerated the amortization of
$0.1 million
of unamortized financing costs in the fourth quarter of 2017.
|
•
|
changes in the retail and real estate industries, including consolidation and store closings, particularly among anchor tenants;
|
•
|
current economic conditions and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions;
|
•
|
our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise;
|
•
|
our ability to maintain and increase property occupancy, sales and rental rates;
|
•
|
increases in operating costs that cannot be passed on to tenants;
|
•
|
the effects of online shopping and other uses of technology on our retail tenants;
|
•
|
risks related to our development and redevelopment activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates;
|
•
|
acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales;
|
•
|
our ability to sell properties that we seek to dispose of or our ability to obtain prices we seek;
|
•
|
potential losses on impairment of certain long-lived assets, such as real estate, including losses that we might be required to record in connection with any dispositions of assets;
|
•
|
our substantial debt and the liquidation preference of our preferred shares and our high leverage ratio;
|
•
|
our ability to refinance our existing indebtedness when it matures, on favorable terms or at all;
|
•
|
our ability to raise capital, including through sales of properties or interests in properties and through the issuance of equity or equity-related securities if market conditions are favorable; and
|
•
|
potential dilution from any capital raising transactions or other equity issuances.
|
|
Fixed Rate Debt
|
|
Variable Rate Debt
|
||||||||||
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Payments
|
|
Weighted
Average
Interest Rate
|
|
Principal
Payments
|
|
Weighted
Average
Interest Rate
(1)
|
||||||
2019
|
$
|
16,881
|
|
|
4.26
|
%
|
|
$
|
1,680
|
|
|
4.35
|
%
|
2020
|
$
|
45,240
|
|
|
5.03
|
%
|
|
$
|
1,680
|
|
|
4.35
|
%
|
2021
|
$
|
18,568
|
|
|
4.20
|
%
|
|
$
|
440,902
|
|
|
4.05
|
%
|
2022
|
$
|
358,874
|
|
|
4.05
|
%
|
|
$
|
66,912
|
|
|
4.95
|
%
|
2023 and thereafter
|
$
|
350,233
|
|
|
4.24
|
%
|
|
$
|
365,000
|
|
|
3.91
|
%
|
(1)
|
Based on the weighted average interest rate in effect as of
December 31, 2018
and does not include the effect of our interest rate swap derivative instruments as described below.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
•
|
Our disclosure controls and procedures are designed to ensure that the information that we are required to disclose in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
|
•
|
Our disclosure controls and procedures are effective to ensure that information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE.
|
(1) Financial Statements
|
|
|
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
(2) Financial Statement Schedules
|
|
|
|
|
|
III – Real Estate and Accumulated Depreciation
|
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
10.13
|
|
|
|
|
|
+10.14
|
|
|
|
|
|
+10.15
|
|
|
|
|
|
+10.16
|
|
|
|
|
|
+10.17
|
|
|
|
|
|
+10.18
|
|
|
|
|
|
+10.19
|
|
|
|
|
|
+10.20
|
|
|
|
|
|
+10.21*
|
|
|
|
|
|
+10.22
|
|
|
|
|
|
+10.23
|
|
|
|
|
|
+10.24
|
|
|
|
|
|
+10.25
|
|
|
|
|
|
+10.26
|
|
|
|
|
|
+10.27
|
|
|
|
|
|
+10.28
|
|
|
|
|
|
+10.29
|
|
|
|
|
|
+10.30
|
|
|
|
|
|
+10.31
|
|
|
|
|
|
+10.32
|
|
|
|
|
|
+10.33
|
|
|
|
|
|
+10.34
|
|
|
|
|
|
+10.35
|
|
|
|
|
|
+10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
+10.45
|
|
|
|
|
|
21*
|
|
|
|
|
|
23*
|
|
|
|
|
|
24*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101*
|
|
The following financial information from PREIT’s Annual Report on Form 10-K for the period ended December 31, 2018 is formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2018 and 2017; (ii) Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016; (iv) Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; and (vi) Notes to Consolidated Financial Statements.
|
+
|
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this form.
|
(*)
|
Filed herewith
|
|
|
|
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
|
||
|
|
|
|
||
Date:
|
February 25, 2019
|
|
By:
|
|
/s/ Joseph F. Coradino
|
|
|
|
|
|
Joseph F. Coradino
|
|
|
|
|
|
Chairman and Chief Executive Officer
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ Joseph F. Coradino
|
|
Chairman, Chief Executive Officer (principal executive officer) and Trustee
|
|
February 25, 2019
|
Joseph F. Coradino
|
|
|
|
|
|
|
|
||
/s/ Robert F. McCadden
|
|
Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
February 25, 2019
|
Robert F. McCadden
|
|
|
|
|
|
|
|
||
/s/ George J. Alburger
|
|
Trustee
|
|
February 25, 2019
|
George J. Alburger
|
|
|
|
|
|
|
|
||
/s/ Michael J. DeMarco
|
|
Trustee
|
|
February 25, 2019
|
Michael J. DeMarco
|
|
|
|
|
|
|
|
|
|
/s/ JoAnne A. Epps
|
|
Trustee
|
|
February 25, 2019
|
JoAnne A. Epps
|
|
|
|
|
|
|
|
|
|
/s/ Leonard I. Korman
|
|
Trustee
|
|
February 25, 2019
|
Leonard I. Korman
|
|
|
|
|
|
|
|
||
/s/ Mark E. Pasquerilla
|
|
Trustee
|
|
February 25, 2019
|
Mark E. Pasquerilla
|
|
|
|
|
|
|
|
||
/s/ Charles P. Pizzi
|
|
Trustee
|
|
February 25, 2019
|
Charles P. Pizzi
|
|
|
|
|
|
|
|
|
|
/s/ John J. Roberts
|
|
Trustee
|
|
February 25, 2019
|
John J. Roberts
|
|
|
|
|
|
|
|
|
|
(1)
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and the dispositions of assets of the Company;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and trustees; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
|
/s/ KPMG LLP
|
|
We have served as the Company’s auditor since 2002.
|
|
Philadelphia, Pennsylvania
|
February 25, 2019
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
February 25, 2019
|
(in thousands, except per share amounts)
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS:
|
|
|
|
||||
INVESTMENTS IN REAL ESTATE, at cost:
|
|
|
|
||||
Operating properties
|
$
|
3,063,531
|
|
|
$
|
3,180,212
|
|
Construction in progress
|
115,182
|
|
|
113,609
|
|
||
Land held for development
|
5,881
|
|
|
5,881
|
|
||
Total investments in real estate
|
3,184,594
|
|
|
3,299,702
|
|
||
Accumulated depreciation
|
(1,118,582
|
)
|
|
(1,111,007
|
)
|
||
Net investments in real estate
|
2,066,012
|
|
|
2,188,695
|
|
||
INVESTMENTS IN PARTNERSHIPS, at equity:
|
131,124
|
|
|
216,823
|
|
||
OTHER ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
18,084
|
|
|
15,348
|
|
||
Tenant and other receivables (net of allowance for doubtful accounts of $6,597 and $7,248 at December 31, 2018 and 2017, respectively)
|
38,914
|
|
|
38,166
|
|
||
Intangible assets (net of accumulated amortization of $15,543 and $13,117 at December 31, 2018 and 2017, respectively)
|
17,868
|
|
|
17,693
|
|
||
Deferred costs and other assets, net
|
110,805
|
|
|
112,046
|
|
||
Assets held for sale
|
22,307
|
|
|
—
|
|
||
Total assets
|
$
|
2,405,114
|
|
|
$
|
2,588,771
|
|
LIABILITIES:
|
|
|
|
||||
Mortgage loans payable, net
|
$
|
1,047,906
|
|
|
$
|
1,056,084
|
|
Term Loans, net
|
547,289
|
|
|
547,758
|
|
||
Revolving Facilities
|
65,000
|
|
|
53,000
|
|
||
Tenants’ deposits and deferred rent
|
15,400
|
|
|
11,446
|
|
||
Distributions in excess of partnership investments
|
92,057
|
|
|
97,868
|
|
||
Fair value of derivative instruments
|
3,010
|
|
|
20
|
|
||
Accrued expenses and other liabilities
|
87,901
|
|
|
61,604
|
|
||
Total liabilities
|
1,858,563
|
|
|
1,827,780
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 11)
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
||||
Series B Preferred Shares, $.01 par value per share; 25,000 shares authorized; 3,450 shares issued and outstanding at December 31, 2018 and 2017; liquidation preference of $86,250
|
35
|
|
|
35
|
|
||
Series C Preferred Shares, $.01 par value per share; 25,000 shares authorized; 6,900 shares issued and outstanding at December 31, 2018 and 2017; liquidation preference of $172,500
|
69
|
|
|
69
|
|
||
Series D Preferred Shares, $.01 par value per share; 25,000 shares authorized; 5,000 shares issued and outstanding at December 31, 2018 and 2017; liquidation preference of $125,000
|
50
|
|
|
50
|
|
||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; 70,495 shares issued and outstanding at December 31, 2018 and 69,983 shares issued and outstanding at December 31, 2017
|
70,495
|
|
|
69,983
|
|
||
Capital contributed in excess of par
|
1,671,042
|
|
|
1,663,966
|
|
||
Accumulated other comprehensive income
|
5,408
|
|
|
7,226
|
|
||
Distributions in excess of net income
|
(1,306,318
|
)
|
|
(1,109,469
|
)
|
||
Total equity – Pennsylvania Real Estate Investment Trust
|
440,781
|
|
|
631,860
|
|
||
Noncontrolling interest
|
105,770
|
|
|
129,131
|
|
||
Total equity
|
546,551
|
|
|
760,991
|
|
||
Total liabilities and equity
|
$
|
2,405,114
|
|
|
$
|
2,588,771
|
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUE:
|
|
|
|
|
|
||||||
Real estate revenue:
|
|
|
|
|
|
||||||
Base rent
|
$
|
226,609
|
|
|
$
|
230,898
|
|
|
$
|
252,115
|
|
Expense reimbursements
|
106,522
|
|
|
109,454
|
|
|
118,880
|
|
|||
Percentage rent
|
4,291
|
|
|
4,366
|
|
|
5,245
|
|
|||
Lease termination revenue
|
8,729
|
|
|
2,760
|
|
|
4,460
|
|
|||
Other real estate revenue
|
12,078
|
|
|
14,046
|
|
|
13,897
|
|
|||
Total real estate revenue
|
358,229
|
|
|
361,524
|
|
|
394,597
|
|
|||
Other income
|
4,171
|
|
|
5,966
|
|
|
5,349
|
|
|||
Total revenue
|
362,400
|
|
|
367,490
|
|
|
399,946
|
|
|||
EXPENSES:
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Property operating expenses:
|
|
|
|
|
|
||||||
CAM and real estate taxes
|
(113,235
|
)
|
|
(111,275
|
)
|
|
(124,690
|
)
|
|||
Utilities
|
(15,990
|
)
|
|
(16,151
|
)
|
|
(17,053
|
)
|
|||
Other property operating expenses
|
(12,007
|
)
|
|
(12,879
|
)
|
|
(14,475
|
)
|
|||
Total property operating expenses
|
(141,232
|
)
|
|
(140,305
|
)
|
|
(156,218
|
)
|
|||
Depreciation and amortization
|
(133,116
|
)
|
|
(128,822
|
)
|
|
(126,669
|
)
|
|||
General and administrative expenses
|
(38,342
|
)
|
|
(36,736
|
)
|
|
(35,269
|
)
|
|||
Provision for employee separation expense
|
(1,139
|
)
|
|
(1,299
|
)
|
|
(1,355
|
)
|
|||
Project costs and other expenses
|
(693
|
)
|
|
(768
|
)
|
|
(1,700
|
)
|
|||
Insurance recoveries, net
|
689
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
(313,833
|
)
|
|
(307,930
|
)
|
|
(321,211
|
)
|
|||
Interest expense, net
|
(61,355
|
)
|
|
(58,430
|
)
|
|
(70,724
|
)
|
|||
Impairment of assets
|
(137,487
|
)
|
|
(55,793
|
)
|
|
(62,603
|
)
|
|||
Total expenses
|
(512,675
|
)
|
|
(422,153
|
)
|
|
(454,538
|
)
|
|||
Loss before equity in income of partnerships and gains on sales of real estate and non operating real estate
|
(150,275
|
)
|
|
(54,663
|
)
|
|
(54,592
|
)
|
|||
Equity in income of partnerships
|
11,375
|
|
|
14,367
|
|
|
18,477
|
|
|||
Gain on sales of real estate by equity method investee
|
2,772
|
|
|
6,539
|
|
|
—
|
|
|||
Gains (losses) on sales of real estate, net
|
1,525
|
|
|
(361
|
)
|
|
23,022
|
|
|||
Gains on sales of non-operating real estate
|
8,100
|
|
|
1,270
|
|
|
380
|
|
|||
Net loss
|
(126,503
|
)
|
|
(32,848
|
)
|
|
(12,713
|
)
|
|||
Less: net loss attributed to noncontrolling interest
|
16,174
|
|
|
6,895
|
|
|
3,050
|
|
|||
Net loss attributable to PREIT
|
(110,329
|
)
|
|
(25,953
|
)
|
|
(9,663
|
)
|
|||
Less: preferred share dividends
|
(27,375
|
)
|
|
(27,845
|
)
|
|
(15,848
|
)
|
|||
Less: loss on redemption on preferred shares
|
—
|
|
|
(4,103
|
)
|
|
—
|
|
|||
Net loss attributable to PREIT common shareholders
|
$
|
(137,704
|
)
|
|
$
|
(57,901
|
)
|
|
$
|
(25,511
|
)
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(126,503
|
)
|
|
$
|
(32,848
|
)
|
|
$
|
(12,713
|
)
|
Noncontrolling interest
|
16,174
|
|
|
6,895
|
|
|
3,050
|
|
|||
Preferred share dividends
|
(27,375
|
)
|
|
(27,845
|
)
|
|
(15,848
|
)
|
|||
Loss on redemption of preferred shares
|
—
|
|
|
(4,103
|
)
|
|
—
|
|
|||
Dividends on unvested restricted shares
|
(542
|
)
|
|
(372
|
)
|
|
(322
|
)
|
|||
Net loss used to calculate earnings per share – basic and diluted
|
$
|
(138,246
|
)
|
|
$
|
(58,273
|
)
|
|
$
|
(25,833
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted loss per share
|
$
|
(1.98
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.37
|
)
|
|
|
|
|
|
|
||||||
(in thousands of shares)
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
69,749
|
|
|
69,364
|
|
|
69,086
|
|
|||
Effect of dilutive common share equivalents
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding – diluted
|
69,749
|
|
|
69,364
|
|
|
69,086
|
|
(1)
|
For the years ended
December 31, 2018
,
2017
and
2016
, there were net losses allocable to common shareholders, so the effect of common share equivalents of
203
,
93
and
191
for the years ended
December 31, 2018
,
2017
and
2016
, respectively, is excluded from the calculation of diluted (loss) earnings per share, as their inclusion would be anti-dilutive.
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Comprehensive loss:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(126,503
|
)
|
|
$
|
(32,848
|
)
|
|
$
|
(12,713
|
)
|
Unrealized (loss) gain on derivatives
|
(2,755
|
)
|
|
5,415
|
|
|
6,007
|
|
|||
Amortization of losses on settled swaps, net of gains
|
721
|
|
|
859
|
|
|
503
|
|
|||
Total comprehensive loss
|
(128,537
|
)
|
|
(26,574
|
)
|
|
(6,203
|
)
|
|||
Less: Comprehensive loss attributable to noncontrolling interest
|
16,390
|
|
|
6,225
|
|
|
2,355
|
|
|||
Comprehensive loss attributable to PREIT
|
$
|
(112,147
|
)
|
|
$
|
(20,349
|
)
|
|
$
|
(3,848
|
)
|
|
|
|
PREIT Shareholders
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
Preferred Shares $.01 par
|
|
Shares of
Beneficial
Interest,
$1.00 par
|
|
Capital
Contributed
in Excess of
par
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Distributions
in Excess of
Net Income
|
|
Non-
controlling
interest
|
||||||||||||||||||||||||||
(in thousands of dollars, except per share
amounts)
|
Total
Equity
|
|
Series
A
|
|
Series
B |
|
Series
C |
|
Series
D |
|
|
|
|
|
|||||||||||||||||||||||||
January 1, 2016
|
$
|
784,630
|
|
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,197
|
|
|
$
|
1,476,397
|
|
|
$
|
(4,193
|
)
|
|
$
|
(909,476
|
)
|
|
$
|
152,624
|
|
Net loss
|
(12,713
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,663
|
)
|
|
(3,050
|
)
|
||||||||||||
Other comprehensive income
|
6,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,815
|
|
|
—
|
|
|
695
|
|
||||||||||
Shares issued upon redemption of Operating Partnership Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
574
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
||||||||||
Shares issued under employee compensation plans, net of shares retired
|
(889
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
(1,219
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of deferred compensation
|
6,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends paid to Series A preferred shareholders ($2.0625 per share)
|
(9,487
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,487
|
)
|
|
—
|
|
||||||||||
Dividends paid to Series B preferred shareholders ($1.8438 per share)
|
(6,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,361
|
)
|
|
—
|
|
||||||||||
Dividends paid to common shareholders ($0.84 per share)
|
(58,372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,372
|
)
|
|
—
|
|
||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.84 per unit)
|
(6,991
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,991
|
)
|
||||||||||
Other contributions from noncontrolling interest, net
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||||||
Balance December 31, 2016
|
702,406
|
|
|
46
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
69,553
|
|
|
1,481,787
|
|
|
1,622
|
|
|
(993,359
|
)
|
|
142,722
|
|
||||||||||
Net loss
|
(32,848
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,953
|
)
|
|
(6,895
|
)
|
||||||||||
Other comprehensive income
|
6,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,604
|
|
|
—
|
|
|
670
|
|
||||||||||
Preferred shares issued in Series C and D preferred share offerings, net
|
286,848
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
50
|
|
|
—
|
|
|
286,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Preferred Shares redeemed
|
(115,000
|
)
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,851
|
)
|
|
—
|
|
|
(4,103
|
)
|
|
—
|
|
||||||||||
Amortization of deferred compensation
|
5,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares issued upon redemption of Operating Partnership Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
375
|
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
||||||||||
Shares issued under employee compensation plan, net of shares retired
|
608
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends paid to Series A preferred shareholders ($1.7016 per share)
|
(7,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,827
|
)
|
|
—
|
|
||||||||||
Dividends paid to Series B preferred shareholders ($1.8438 per share)
|
(6,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,361
|
)
|
|
—
|
|
||||||||||
Dividends paid to Series C preferred shareholders ($1.5900 per share)
|
(10,971
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,971
|
)
|
|
—
|
|
||||||||||||
Dividends paid to Series D preferred shareholders ($0.4488 per share)
|
(2,244
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,244
|
)
|
|
—
|
|
||||||||||||
Dividends paid to common shareholders ($0.84 per share)
|
(58,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,651
|
)
|
|
—
|
|
||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.84 per unit)
|
(6,970
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,970
|
)
|
||||||||||
Other contributions from noncontrolling interest, net
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||||||
Balance December 31, 2017
|
760,991
|
|
|
—
|
|
|
35
|
|
|
69
|
|
|
50
|
|
|
69,983
|
|
|
1,663,966
|
|
|
7,226
|
|
|
(1,109,469
|
)
|
|
129,131
|
|
||||||||||
Net loss
|
(126,503
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110,329
|
)
|
|
(16,174
|
)
|
||||||||||||
Other comprehensive income
|
(2,034
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,818
|
)
|
|
—
|
|
|
(216
|
)
|
||||||||||
Shares issued under employee compensation plan, net of shares retired
|
663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
512
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of deferred compensation
|
6,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends paid to Series B preferred shareholders ($1.8438 per share)
|
(6,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,361
|
)
|
|
—
|
|
||||||||||
Dividends paid to Series C preferred shareholders ($1.80 per share)
|
(12,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,420
|
)
|
|
—
|
|
||||||||||
Dividends paid to Series D preferred shareholders ($1.719 per share)
|
(8,594
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,594
|
)
|
|
—
|
|
||||||||||
Dividends paid to common shareholders ($0.84 per share)
|
(59,145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,145
|
)
|
|
—
|
|
||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.84 per unit)
|
(6,949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,949
|
)
|
||||||||||
Other distributions to noncontrolling interest, net
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||||||||
Balance December 31, 2018
|
$
|
546,551
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
69
|
|
|
$
|
50
|
|
|
$
|
70,495
|
|
|
$
|
1,671,042
|
|
|
$
|
5,408
|
|
|
$
|
(1,306,318
|
)
|
|
$
|
105,770
|
|
|
For The Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(126,503
|
)
|
|
$
|
(32,848
|
)
|
|
$
|
(12,713
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
121,644
|
|
|
119,441
|
|
|
125,426
|
|
|||
Amortization
|
14,554
|
|
|
12,057
|
|
|
3,981
|
|
|||
Straight-line rent adjustments
|
(1,989
|
)
|
|
(2,686
|
)
|
|
(2,602
|
)
|
|||
Provision for doubtful accounts
|
2,461
|
|
|
1,763
|
|
|
1,357
|
|
|||
Non-cash lease termination revenue
|
(4,200
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on insurance proceeds, net
|
(689
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred compensation
|
6,925
|
|
|
5,709
|
|
|
6,035
|
|
|||
Loss on hedge ineffectiveness
|
—
|
|
|
—
|
|
|
143
|
|
|||
Gain on sales of interests in real estate and non-operating real estate, net
|
(9,625
|
)
|
|
(909
|
)
|
|
(23,402
|
)
|
|||
Equity in income of partnerships
|
(11,375
|
)
|
|
(14,367
|
)
|
|
(18,477
|
)
|
|||
Gain on sale of real estate by equity method investee
|
(2,772
|
)
|
|
(6,539
|
)
|
|
—
|
|
|||
Cash distributions from partnerships
|
9,421
|
|
|
16,849
|
|
|
22,094
|
|
|||
Amortization of historic tax credits
|
(829
|
)
|
|
(1,768
|
)
|
|
(1,768
|
)
|
|||
Impairment of real estate assets
|
129,365
|
|
|
55,793
|
|
|
62,603
|
|
|||
Impairment of mortgage loan receivable
|
8,122
|
|
|
—
|
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Net change in other assets
|
(5,998
|
)
|
|
(5,652
|
)
|
|
4,566
|
|
|||
Net change in other liabilities
|
6,352
|
|
|
(4,752
|
)
|
|
(12,312
|
)
|
|||
Net cash provided by operating activities
|
134,864
|
|
|
142,091
|
|
|
154,931
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments in consolidated real estate acquisitions
|
(17,611
|
)
|
|
—
|
|
|
—
|
|
|||
Cash proceeds from sales of real estate
|
13,730
|
|
|
77,778
|
|
|
154,758
|
|
|||
Proceeds from insurance claims related to damage to real estate assets
|
700
|
|
|
—
|
|
|
—
|
|
|||
Cash distributions from partnerships of proceeds from real estate sold
|
19,727
|
|
|
30,265
|
|
|
—
|
|
|||
Distribution of refinancing proceeds from equity method investee
|
123,000
|
|
|
35,221
|
|
|
—
|
|
|||
Additions to construction in progress
|
(75,649
|
)
|
|
(116,550
|
)
|
|
(88,161
|
)
|
|||
Investments in real estate improvements
|
(35,170
|
)
|
|
(51,949
|
)
|
|
(49,942
|
)
|
|||
Additions to leasehold improvements and corporate fixed assets
|
(160
|
)
|
|
(683
|
)
|
|
(522
|
)
|
|||
Investments in equity method investees
|
(58,112
|
)
|
|
(73,434
|
)
|
|
(14,910
|
)
|
|||
Capitalized leasing costs
|
(12,022
|
)
|
|
(6,066
|
)
|
|
(6,101
|
)
|
|||
Net cash used in investing activities
|
(41,567
|
)
|
|
(105,418
|
)
|
|
(4,878
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net proceeds from issuance of preferred shares
|
—
|
|
|
286,847
|
|
|
—
|
|
|||
Redemption of Series A Preferred Shares
|
—
|
|
|
(115,000
|
)
|
|
—
|
|
|||
Repayments under revolving facilities
|
12,000
|
|
|
56,000
|
|
|
82,000
|
|
|||
Proceeds from mortgage loans
|
10,185
|
|
|
—
|
|
|
139,000
|
|
|||
Repayment of mortgage loans
|
—
|
|
|
(150,000
|
)
|
|
(280,327
|
)
|
|||
Principal installments on mortgage loans
|
(18,655
|
)
|
|
(17,945
|
)
|
|
(17,868
|
)
|
|||
Payment of deferred financing costs
|
(5,529
|
)
|
|
(71
|
)
|
|
(3,337
|
)
|
|||
Value of shares of beneficial interest issued
|
1,410
|
|
|
2,085
|
|
|
1,288
|
|
|||
Dividends paid to common shareholders
|
(59,145
|
)
|
|
(58,651
|
)
|
|
(58,372
|
)
|
|||
Dividends paid to preferred shareholders
|
(27,375
|
)
|
|
(27,403
|
)
|
|
(15,848
|
)
|
|||
Distributions paid to Operating Partnership unit holders and noncontrolling interest
|
(6,949
|
)
|
|
(6,970
|
)
|
|
(6,991
|
)
|
|||
Value of shares retired under equity incentive plans, net of shares issued
|
(747
|
)
|
|
(1,477
|
)
|
|
(2,177
|
)
|
|||
Net cash used in financing activities
|
(94,805
|
)
|
|
(32,585
|
)
|
|
(162,632
|
)
|
|||
Net change in cash, cash equivalents, and restricted cash
|
(1,508
|
)
|
|
4,088
|
|
|
(12,579
|
)
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
33,953
|
|
|
29,865
|
|
|
42,444
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
32,445
|
|
|
$
|
33,953
|
|
|
$
|
29,865
|
|
•
|
Except for two properties that we co-manage with our partner, the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly.
|
•
|
The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business.
|
•
|
All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners.
|
•
|
Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner.
|
(in thousands of dollars)
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Cash and cash equivalents
|
|
$
|
18,084
|
|
|
$
|
15,348
|
|
|
$
|
9,803
|
|
Restricted cash included in other assets
|
|
14,361
|
|
|
18,605
|
|
|
20,062
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
|
$
|
32,445
|
|
|
$
|
33,953
|
|
|
$
|
29,865
|
|
Buildings
|
|
20-40 years
|
Land improvements
|
|
15 years
|
Furniture/fixtures
|
|
3-10 years
|
Tenant improvements
|
|
Lease term
|
(in thousands of dollars)
|
Basis
|
|
Accumulated
Amortization
|
|
Total
|
||||||
Balance, January 1, 2016
|
$
|
6,322
|
|
|
$
|
(1,073
|
)
|
|
$
|
5,249
|
|
Goodwill divested
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2016
|
6,322
|
|
|
(1,073
|
)
|
|
5,249
|
|
|||
Goodwill divested
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2017
|
6,322
|
|
|
(1,073
|
)
|
|
5,249
|
|
|||
Goodwill divested
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2018
|
$
|
6,322
|
|
|
$
|
(1,073
|
)
|
|
$
|
5,249
|
|
(in thousands of dollars)
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||
Intangible Assets:
|
|
|
|
||||
Value of lease intangibles, net
|
$
|
12,594
|
|
|
$
|
12,369
|
|
Above-market lease intangibles, net
|
25
|
|
|
75
|
|
||
Subtotal
|
12,619
|
|
|
12,444
|
|
||
Goodwill, net
|
5,249
|
|
|
5,249
|
|
||
Total intangible assets
|
$
|
17,868
|
|
|
$
|
17,693
|
|
|
|
|
|
||||
Intangible Liabilities
|
|
|
|
||||
Below-market lease intangibles, net
|
$
|
403
|
|
|
$
|
636
|
|
Above-market ground lease
|
$
|
5,484
|
|
|
$
|
5,590
|
|
Total intangible liabilities
|
$
|
5,887
|
|
|
$
|
6,226
|
|
(in thousands of dollars)
For the Year Ending December 31,
|
Value of Lease
Intangibles
|
|
Customer Relationship Value
|
|
Above/(Below)
Market Leases, net
|
|
Above Market Ground Leases
|
||||||||
2019
|
$
|
1,852
|
|
|
$
|
945
|
|
|
$
|
(73
|
)
|
|
$
|
(106
|
)
|
2020
|
1,819
|
|
|
77
|
|
|
(76
|
)
|
|
(106
|
)
|
||||
2021
|
1,697
|
|
|
—
|
|
|
(56
|
)
|
|
(106
|
)
|
||||
2022
|
1,561
|
|
|
—
|
|
|
(19
|
)
|
|
(106
|
)
|
||||
2023
|
1,522
|
|
|
—
|
|
|
(19
|
)
|
|
(106
|
)
|
||||
2024 and thereafter
|
3,121
|
|
|
—
|
|
|
(135
|
)
|
|
(4,954
|
)
|
||||
Total
|
$
|
11,572
|
|
|
$
|
1,022
|
|
|
$
|
(378
|
)
|
|
$
|
(5,484
|
)
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Development/Redevelopment:
|
|
|
|
|
|
||||||
Salaries and benefits
|
$
|
1,380
|
|
|
$
|
1,296
|
|
|
$
|
1,138
|
|
Real estate taxes
|
$
|
1,198
|
|
|
$
|
1,035
|
|
|
$
|
246
|
|
Interest
|
$
|
6,395
|
|
|
$
|
7,620
|
|
|
$
|
3,191
|
|
Leasing:
|
|
|
|
|
|
||||||
Salaries, commissions and benefits
|
$
|
7,022
|
|
|
$
|
6,066
|
|
|
$
|
6,101
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Ordinary income
|
$
|
0.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-dividend distribution
|
0.59
|
|
|
0.84
|
|
|
0.84
|
|
|||
Per-share distributions
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
$
|
0.84
|
|
|
For the Year Ended
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Series A Preferred Share Dividends
(1)
|
|
|
|
|
|
||||||
Ordinary income
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-dividend distributions
|
|
|
|
1.70
|
|
|
2.06
|
|
|||
|
|
|
|
$
|
1.70
|
|
|
$
|
2.06
|
|
|
|
|
|
|
|
|
||||||
Series B Preferred Share Dividends
|
|
|
|
|
|
||||||
Ordinary income
|
$
|
1.84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-dividend distributions
|
—
|
|
|
1.84
|
|
|
1.84
|
|
|||
|
$
|
1.84
|
|
|
$
|
1.84
|
|
|
$
|
1.84
|
|
|
|
|
|
|
|
||||||
Series C Preferred Share Dividends
|
|
|
|
|
|
||||||
Ordinary income
|
$
|
1.80
|
|
|
$
|
—
|
|
|
N/A
|
|
|
Non-dividend distributions
|
—
|
|
|
1.59
|
|
|
N/A
|
|
|||
|
$
|
1.80
|
|
|
$
|
1.59
|
|
|
N/A
|
|
|
|
|
|
|
|
|
||||||
Series D Preferred Share Dividends
|
|
|
|
|
|
||||||
Ordinary income
|
$
|
1.72
|
|
|
$
|
—
|
|
|
N/A
|
|
|
Non-dividend distributions
|
—
|
|
|
0.45
|
|
|
N/A
|
|
|||
|
$
|
1.72
|
|
|
$
|
0.45
|
|
|
N/A
|
|
•
|
We have elected to not separate non-lease components such as CAM from the associated lease component (base rent). Instead, will account for the lease and non-lease components as a single component because such non-lease components would otherwise be accounted for under the new revenue guidance (ASC 606) and both (1) the timing and pattern of transfer are the same for the nonlease components and associated lease component and (2) the lease component, if accounted for separately, would be classified as an operating lease.
|
•
|
We have also elected the package of practical expedients that allows us to not reassess whether any expired or existing contracts are or contain leases; to not reassess the lease classification for any expired or existing leases; and to not reassess initial direct costs for any existing leases.
|
|
As of December 31,
|
||||||
(in thousands of dollars)
|
2018
|
|
2017
|
||||
Buildings, improvements and construction in progress
|
$
|
2,719,400
|
|
|
$
|
2,808,622
|
|
Land, including land held for development
|
465,194
|
|
|
491,080
|
|
||
Total investments in real estate
|
3,184,594
|
|
|
3,299,702
|
|
||
Accumulated depreciation
|
(1,118,582
|
)
|
|
(1,111,007
|
)
|
||
Net investments in real estate
|
$
|
2,066,012
|
|
|
$
|
2,188,695
|
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Exton Square Mall
|
$
|
73,218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Wyoming Valley Mall
|
32,177
|
|
|
—
|
|
|
—
|
|
|||
Valley View Mall
|
14,294
|
|
|
15,521
|
|
|
—
|
|
|||
Wiregrass Mall mortgage loan receivable
|
8,122
|
|
|
—
|
|
|
—
|
|
|||
New Garden Township land
|
7,567
|
|
|
—
|
|
|
20,786
|
|
|||
Gainesville land
|
2,089
|
|
|
1,275
|
|
|
—
|
|
|||
Logan Valley Mall
|
—
|
|
|
38,720
|
|
|
—
|
|
|||
Sunrise Plaza land
|
—
|
|
|
226
|
|
|
—
|
|
|||
Beaver Valley Mall
|
—
|
|
|
—
|
|
|
18,055
|
|
|||
Washington Crown Center
|
—
|
|
|
—
|
|
|
14,117
|
|
|||
Crossroads Mall
|
—
|
|
|
—
|
|
|
9,038
|
|
|||
Office building located at Voorhees Town Center
|
—
|
|
|
—
|
|
|
607
|
|
|||
Other
|
20
|
|
|
51
|
|
|
—
|
|
|||
Total Impairment of Assets
|
$
|
137,487
|
|
|
$
|
55,793
|
|
|
$
|
62,603
|
|
Sale Date
|
|
Property and Location
|
|
Description of Real Estate Sold
|
|
Capitalization
Rate
|
|
Sale Price
|
|
Gain/
(Loss)
|
|||||
|
|
|
|
(in millions of dollars)
|
|||||||||||
2017 Activity:
|
|
|
|
|
|
|
|
|
|
|
|||||
January
|
|
Beaver Valley Mall,
Monaca, Pennsylvania
|
|
Mall
|
|
15.6
|
%
|
|
$
|
24.2
|
|
|
$
|
—
|
|
|
|
Crossroads Mall,
Beckley, West Virginia
|
|
Mall
|
|
15.5
|
%
|
|
24.8
|
|
|
—
|
|
||
August
|
|
Logan Valley Mall,
Altoona, Pennsylvania
|
|
Mall
|
|
16.5
|
%
|
|
33.2
|
|
|
—
|
|
||
2016 Activity:
|
|
|
|
|
|
|
|
|
|
|
|||||
February
|
|
Palmer Park Mall,
Easton, Pennsylvania
|
|
Mall
|
|
13.6
|
%
|
|
18.0
|
|
|
0.1
|
|
||
March
|
|
Gadsden Mall,
Gadsden, Alabama;
New River Valley Mall, Christiansburg, Virginia; and Wiregrass Commons Mall, Dothan, Alabama
|
|
Three Malls (single combined transaction)
|
|
17.4
|
%
|
|
66.0
|
|
|
1.6
|
|
||
|
|
Lycoming Mall
Pennsdale, Pennsylvania
|
|
Mall
|
|
18.0
|
%
|
|
26.4
|
|
|
0.3
|
|
||
June
|
|
Street retail located on Walnut and Chestnut Streets, Philadelphia, Pennsylvania
|
|
Street Retail
|
|
3.2
|
%
|
|
45.0
|
|
|
20.3
|
|
||
August
|
|
Washington Crown Center, Washington, Pennsylvania
|
|
Mall
|
|
14.5
|
%
|
|
20.0
|
|
|
(0.1
|
)
|
|
As of December 31,
|
||||||
(in thousands of dollars)
|
2018
|
|
2017
|
||||
Construction in progress
|
$
|
115,182
|
|
|
$
|
113,609
|
|
Land held for development
|
5,881
|
|
|
5,881
|
|
||
Deferred costs and other assets
|
6,487
|
|
|
2,182
|
|
||
Total capitalized construction and development activities
|
$
|
127,550
|
|
|
$
|
121,672
|
|
|
As of December 31,
|
||||||
(in thousands of dollars)
|
2018
|
|
2017
|
||||
ASSETS:
|
|
|
|
||||
Investments in real estate, at cost:
|
|
|
|
||||
Operating properties
|
$
|
575,149
|
|
|
$
|
612,689
|
|
Construction in progress
|
420,771
|
|
|
293,102
|
|
||
Total investments in real estate
|
995,920
|
|
|
905,791
|
|
||
Accumulated depreciation
|
(212,574
|
)
|
|
(202,424
|
)
|
||
Net investments in real estate
|
783,346
|
|
|
703,367
|
|
||
Cash and cash equivalents
|
20,446
|
|
|
26,158
|
|
||
Deferred costs and other assets, net
|
30,549
|
|
|
34,345
|
|
||
Total assets
|
834,341
|
|
|
763,870
|
|
||
LIABILITIES AND PARTNERS’ INVESTMENT:
|
|
|
|
||||
Mortgage loans payable, net
|
507,090
|
|
|
513,139
|
|
||
FDP Term Loan, net
|
247,901
|
|
|
—
|
|
||
Other liabilities
|
34,463
|
|
|
37,971
|
|
||
Total liabilities
|
789,454
|
|
|
551,110
|
|
||
Net investment
|
44,887
|
|
|
212,760
|
|
||
Partners’ share
|
21,583
|
|
|
106,886
|
|
||
PREIT’s share
|
23,304
|
|
|
105,874
|
|
||
Excess investment
(1)
|
15,763
|
|
|
13,081
|
|
||
Net investments and advances
|
$
|
39,067
|
|
|
$
|
118,955
|
|
|
|
|
|
||||
Investment in partnerships, at equity
|
$
|
131,124
|
|
|
$
|
216,823
|
|
Distributions in excess of partnership investments
|
(92,057
|
)
|
|
(97,868
|
)
|
||
Net investments and advances
|
$
|
39,067
|
|
|
$
|
118,955
|
|
(1)
|
Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income of partnerships.”
|
|
For the Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
2018
|
|
2017
|
|
2016
|
||||||
Real estate revenue
|
$
|
98,781
|
|
|
$
|
115,118
|
|
|
$
|
117,912
|
|
Expenses:
|
|
|
|
|
|
||||||
Property operating and other expenses
|
(30,839
|
)
|
|
(33,273
|
)
|
|
(33,597
|
)
|
|||
Interest expense
|
(23,373
|
)
|
|
(25,251
|
)
|
|
(21,573
|
)
|
|||
Depreciation and amortization
|
(19,393
|
)
|
|
(24,872
|
)
|
|
(23,326
|
)
|
|||
Total expenses
|
(73,605
|
)
|
|
(83,396
|
)
|
|
(78,496
|
)
|
|||
Net income
|
25,176
|
|
|
31,722
|
|
|
39,416
|
|
|||
Less: Partners’ share
|
(13,719
|
)
|
|
(17,607
|
)
|
|
(21,137
|
)
|
|||
PREIT’s share
|
11,457
|
|
|
14,115
|
|
|
18,279
|
|
|||
Amortization of excess investment
|
(82
|
)
|
|
252
|
|
|
198
|
|
|||
Equity in income of partnerships
|
$
|
11,375
|
|
|
$
|
14,367
|
|
|
$
|
18,477
|
|
|
Company’s Proportionate Share
|
|
|
||||||||||||
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Amortization
|
|
Balloon
Payments
|
|
Total
|
|
Property
Total
|
||||||||
2019
|
$
|
4,204
|
|
|
$
|
—
|
|
|
$
|
4,204
|
|
|
$
|
8,453
|
|
2020
|
4,386
|
|
|
—
|
|
|
4,386
|
|
|
8,822
|
|
||||
2021
|
4,049
|
|
|
41,170
|
|
|
45,219
|
|
|
91,945
|
|
||||
2022
|
3,738
|
|
|
21,500
|
|
|
25,238
|
|
|
93,476
|
|
||||
2023
|
3,620
|
|
|
33,502
|
|
|
37,122
|
|
|
74,245
|
|
||||
2023 and thereafter
|
10,099
|
|
|
106,087
|
|
|
116,186
|
|
|
232,373
|
|
||||
Total principal payments
|
$
|
30,096
|
|
|
$
|
202,259
|
|
|
$
|
232,355
|
|
|
509,314
|
|
|
Less: Unamortized debt issuance costs
|
|
|
|
|
|
|
2,224
|
|
|||||||
Carrying value of mortgage notes payable
|
|
|
|
|
|
|
$
|
507,090
|
|
Financing Date
|
Property
|
|
Amount Financed or
Extended
(in millions of dollars)
|
|
Stated Interest Rate
|
|
Maturity
|
2018 Activity:
|
|
|
|
|
|
|
|
February
|
Pavilion at Market East
(1)
|
|
$8.3
|
|
LIBOR plus 2.85%
|
|
February 2021
|
March
|
Gloucester Premium Outlets
(2)
|
|
$86.0
|
|
LIBOR plus 1.50%
|
|
March 2022
|
|
|
|
|
|
|
|
|
2017 Activity:
|
|
|
|
|
|
|
|
October
|
Lehigh Valley Mall
(3)(4)
|
|
$200.0
|
|
Fixed 4.06%
|
|
November 2027
|
(1)
|
We own a 40% partnership interest in Pavilion at Market East and our share of this mortgage loan is
$3.2 million
.
|
(2)
|
We own a 25% partnership interest in Gloucester Premium Outlets and our share of this mortgage loan is
$21.5 million
.
|
(3)
|
The proceeds were used to repay the existing
$124.6 million
mortgage loan plus accrued interest. We own a 50% partnership interest in Lehigh Valley Mall and our share of this mortgage loan is $100.0 million.
|
(4)
|
We received
$35.3 million
of proceeds as a distribution in connection with the financing. In connection with this new mortgage loan financing, the unconsolidated entity recorded
$3.1 million
of prepayment penalty and accelerated the amortization of
$0.1 million
of unamortized financing costs in the fourth quarter of 2017.
|
|
|
As of or for the years ended December 31,
|
|
||||||||||
(in thousands of dollars)
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Total assets
|
|
$
|
52,255
|
|
|
$
|
43,850
|
|
|
$
|
49,264
|
|
|
Mortgage payable
|
|
196,328
|
|
|
199,451
|
|
|
126,520
|
|
|
|||
Revenue
|
|
35,662
|
|
|
34,945
|
|
|
36,923
|
|
|
|||
Property operating expenses
|
|
9,014
|
|
|
9,038
|
|
|
8,659
|
|
|
|||
Interest expense
|
|
8,222
|
|
|
10,907
|
|
|
7,570
|
|
|
|||
Net income
|
|
15,605
|
|
|
11,389
|
|
|
17,264
|
|
|
|||
PREIT’s share of equity in income of partnership
|
|
7,803
|
|
|
5,695
|
|
|
8,632
|
|
|
|
|
For the Year Ended
December 31,
|
|||||||||||
(in thousands of dollars)
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Revolving Facilities:
|
|
|
|
|
|
|
|||||||
|
Interest expense
|
|
$
|
1,807
|
|
|
$
|
2,463
|
|
|
$
|
3,209
|
|
|
Deferred financing amortization
|
|
1,052
|
|
|
796
|
|
|
795
|
|
|||
|
|
|
|
|
|
|
|
||||||
Term Loans:
|
|
|
|
|
|
|
|||||||
|
Interest expense
|
|
17,585
|
|
|
14,935
|
|
|
12,262
|
|
|||
|
Deferred financing amortization
|
|
763
|
|
|
759
|
|
|
619
|
|
|||
|
Accelerated financing fee
|
|
363
|
|
|
—
|
|
|
—
|
|
|
|
Applicable Margin
|
|
||||||
Level
|
Ratio of Total Liabilities
to Gross Asset Value |
Revolving Loans that are LIBOR Loans
|
|
Revolving Loans that are Base Rate Loans
|
|
Term Loans that are LIBOR Loans
|
|
Term Loans that are Base Rate Loans
|
|
1
|
Less than 0.450 to 1.00
|
1.20%
|
|
0.20%
|
|
1.35%
|
|
0.35%
|
|
2
|
Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00
|
1.25%
|
|
0.25%
|
|
1.45%
|
|
0.45%
|
|
3
|
Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00
(1)
|
1.30%
|
|
0.30%
|
|
1.60%
|
|
0.60%
|
|
4
|
Equal to or greater than 0.550 to 1.00
|
1.55%
|
|
0.55%
|
|
1.90%
|
|
0.90%
|
|
(in thousands of dollars)
For the Year Ending December 31,
|
Principal
Amortization
|
|
Balloon
Payments
|
|
Total
|
||||||
2019
|
$
|
18,561
|
|
|
$
|
—
|
|
|
$
|
18,561
|
|
2020
|
19,759
|
|
|
27,161
|
|
|
46,920
|
|
|||
2021
|
20,685
|
|
|
188,785
|
|
|
209,470
|
|
|||
2022
|
15,082
|
|
|
410,704
|
|
|
425,786
|
|
|||
2023
|
8,030
|
|
|
120,046
|
|
|
128,076
|
|
|||
2024 and thereafter
|
10,811
|
|
|
211,346
|
|
|
222,157
|
|
|||
Total principal payments
|
$
|
92,928
|
|
|
$
|
958,042
|
|
|
1,050,970
|
|
|
Less: Unamortized debt issuance costs
|
|
|
|
|
3,064
|
|
|||||
Carrying value of mortgage notes payable
|
|
|
|
|
$
|
1,047,906
|
|
|
2018
|
|
2017
|
||||||||||||
(in millions of dollars)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Consolidated mortgage loans
(1)
|
$
|
1,047.9
|
|
|
$
|
1,002.3
|
|
|
$
|
1,056.1
|
|
|
$
|
1,029.7
|
|
Financing Date
|
Property
|
|
Amount Financed or
Extended (in millions of dollars) |
|
Stated Interest Rate
|
|
Maturity
|
||
2018 Activity:
|
|
|
|
|
|
|
|
||
January
|
Francis Scott Key
(1)
|
|
$
|
68.5
|
|
|
LIBOR plus 2.60%
|
|
January 19, 2022
|
February
|
Viewmont Mall
(2)
|
|
10.2
|
|
|
LIBOR Plus 2.35%
|
|
March 2021
|
|
2016 Activity:
|
|
|
|
|
|
|
|||
March
|
Viewmont Mall
(2)
|
|
9.0
|
|
|
LIBOR plus 2.35%
|
|
March 2021
|
|
April
|
Woodland Mall
(3)
|
|
130.0
|
|
|
LIBOR plus 2.00%
|
|
April 2021
|
(1)
|
The
$68.5 million
mortgage loan’s maturity date was extended to January 2022, and has a one-year extension option that would further extend the maturity date to January 2023.
|
(2)
|
In 2018, the mortgage was increased by
$10.2 million
to
$67.2 million
. In 2016, the mortgage was increased by
$9.0 million
to
$57.0 million
, and the interest rate was lowered to LIBOR plus 2.35% and the maturity date was extended to
March 2021
.
|
(3)
|
The proceeds from the new mortgage loan were used to pay down a portion of the Credit Facility borrowings that were used to repay the previous
$141.2 million
mortgage loan plus accrued interest.
|
Maturity Date
|
Aggregate Notional Value at December 31, 2018
(in millions of dollars) |
|
Aggregate Fair Value at
December 31, 2018 (1) (in millions of dollars) |
|
Aggregate Fair Value at
December 31, 2017 (1) (in millions of dollars) |
|
Weighted Average Interest
Rate |
|||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|||||||
2018
|
N/A
|
|
|
N/A
|
|
|
$
|
—
|
|
|
N/A
|
|
||
2019
|
$
|
250.0
|
|
|
$
|
—
|
|
|
0.8
|
|
|
1.44
|
%
|
|
2020
|
100.0
|
|
|
1.9
|
|
|
1.9
|
|
|
1.23
|
%
|
|||
2021
|
397.3
|
|
|
8.1
|
|
|
7.0
|
|
|
1.57
|
%
|
|||
2022
|
—
|
|
|
—
|
|
|
N/A
|
|
|
—
|
%
|
|||
2023
|
50.0
|
|
|
(0.4
|
)
|
|
N/A
|
|
|
2.62
|
%
|
|||
Forward Starting Swaps
|
|
|
|
|
|
|
|
|||||||
2023
|
250.0
|
|
|
(2.6
|
)
|
|
N/A
|
|
|
2.71
|
%
|
|||
Total
|
$
|
1,047.3
|
|
|
$
|
7.0
|
|
|
$
|
9.7
|
|
|
1.83
|
%
|
(1)
|
As of December 31, 2018 and
December 31, 2017
, 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).
|
|
|
Year Ended December 31,
|
|
|
|||||||||||||||||||||
|
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments
|
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense
|
||||||||||||||||||||
(in millions of dollars)
|
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate products
|
|
$
|
(0.4
|
)
|
|
$
|
4.0
|
|
|
$
|
1.5
|
|
|
|
$
|
2.4
|
|
|
$
|
2.3
|
|
|
$
|
5.1
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions of dollars)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded
|
|
$
|
(61.4
|
)
|
|
$
|
(58.4
|
)
|
|
$
|
(70.7
|
)
|
|
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense
|
|
$
|
2.4
|
|
|
$
|
2.3
|
|
|
$
|
5.1
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
Unvested at January 1, 2016
|
342,330
|
|
|
$
|
23.13
|
|
Shares granted
|
264,989
|
|
|
19.27
|
|
|
Shares vested
|
(206,480
|
)
|
|
20.77
|
|
|
Shares forfeited
|
(14,427
|
)
|
|
19.60
|
|
|
December 31, 2016
|
386,412
|
|
|
$
|
21.88
|
|
Shares granted
|
336,296
|
|
|
14.95
|
|
|
Shares vested
|
(238,859
|
)
|
|
19.56
|
|
|
Shares forfeited
|
(34,427
|
)
|
|
18.00
|
|
|
December 31, 2017
|
449,422
|
|
|
$
|
16.85
|
|
Shares granted
|
461,395
|
|
|
11.02
|
|
|
Shares vested
|
(260,178
|
)
|
|
16.58
|
|
|
Shares forfeited
|
(29,241
|
)
|
|
14.17
|
|
|
December 31, 2018
|
621,398
|
|
|
$
|
13.29
|
|
|
Future Compensation Expense
|
||||||||
(in thousands of dollars)
For the Year Ending December 31,
|
Employees
|
Non-Employee Trustees
|
Total
|
||||||
2019
|
$
|
3,949
|
|
$
|
300
|
|
$
|
4,249
|
|
2020
|
2,827
|
|
—
|
|
2,827
|
|
|||
2021
|
1,431
|
|
—
|
|
1,431
|
|
|||
2022
|
157
|
|
—
|
|
157
|
|
|||
Total
|
$
|
8,364
|
|
$
|
300
|
|
$
|
8,664
|
|
(in thousands of dollars, except per share data)
|
|
RSUs and assumptions by Grant Date
|
|
|||||||||||||
Grant Date:
|
|
January 29, 2018
|
|
February 27, 2017
|
|
February 23, 2016
|
|
|||||||||
Measurement Basis:
|
|
Absolute TSR RSUs
|
Relative TSR RSUs
|
|
Relative TSR RSUs
|
|
Relative TSR RSUs
|
|
||||||||
RSUs granted
|
|
115,614
|
|
115,614
|
|
|
140,490
|
|
|
127,421
|
|
|
||||
Aggregate fair value of shares granted
|
|
$
|
1,336
|
|
$
|
1,779
|
|
|
$
|
1,620
|
|
|
$
|
1,914
|
|
|
Weighted average fair value per share
|
|
$
|
10.93
|
|
$
|
14.56
|
|
|
$
|
11.53
|
|
|
$
|
15.02
|
|
|
Volatility
|
|
31.6
|
%
|
31.6
|
%
|
|
25.8
|
%
|
|
25.3
|
%
|
|
||||
Risk free interest rate
|
|
2.19
|
%
|
2.19
|
%
|
|
1.42
|
%
|
|
0.90
|
%
|
|
||||
PREIT Stock Beta compared to Dow Jones US Real Estate Index
(1)
|
|
n/a
|
|
n/a
|
|
|
0.706
|
|
|
1.184
|
|
|
(in thousands of dollars)
For the Year Ending December 31,
|
Operating Leases
|
|
Ground Leases
|
||||
2019
|
$
|
1,823
|
|
|
$
|
1,184
|
|
2020
|
461
|
|
|
1,384
|
|
||
2021
|
272
|
|
|
1,584
|
|
||
2022
|
89
|
|
|
1,584
|
|
||
2023
|
9
|
|
|
1,584
|
|
||
2024 and thereafter
|
—
|
|
|
33,959
|
|
||
|
$
|
2,654
|
|
|
$
|
41,279
|
|
(in thousands of dollars, except per share amounts)
For the Year Ended December 31, 2018 |
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
(1)
|
|
Total
|
||||||||||
Total revenue
|
$
|
86,282
|
|
|
$
|
91,973
|
|
|
$
|
88,103
|
|
|
$
|
96,042
|
|
|
$
|
362,400
|
|
Net loss
(2)(3)
|
(3,712
|
)
|
|
(32,321
|
)
|
|
(1,636
|
)
|
|
(88,834
|
)
|
|
(126,503
|
)
|
|||||
Net loss attributable to PREIT
(2)(3)(4)
|
(2,601
|
)
|
|
(28,201
|
)
|
|
(745
|
)
|
|
(78,782
|
)
|
|
(110,329
|
)
|
|||||
Basic and diluted (loss) earnings per share
(4)
|
(0.14
|
)
|
|
(0.50
|
)
|
|
(0.11
|
)
|
|
(1.23
|
)
|
|
(1.98
|
)
|
(in thousands of dollars, except per share amounts)
For the Year Ended December 31, 2017 |
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
(1)
|
|
Total
|
||||||||||
Total revenue
|
$
|
89,264
|
|
|
$
|
89,250
|
|
|
$
|
89,211
|
|
|
$
|
99,765
|
|
|
$
|
367,490
|
|
Net income (loss)
(2)(3)
|
(486
|
)
|
|
(53,277
|
)
|
|
12,300
|
|
|
8,615
|
|
|
(32,848
|
)
|
|||||
Net income (loss) attributable to PREIT
(3)(4)
|
227
|
|
|
(46,856
|
)
|
|
11,793
|
|
|
8,883
|
|
|
(25,953
|
)
|
|||||
Basic and diluted (loss) earnings per share
(4)
|
(0.09
|
)
|
|
(0.78
|
)
|
|
0.06
|
|
|
(0.03
|
)
|
|
(0.84
|
)
|
(1)
|
Fourth Quarter revenue includes a significant portion of annual percentage rent as most percentage rent minimum sales levels are met in the fourth quarter.
|
(2)
|
Includes impairment losses of
$34.2 million
(2nd Quarter 2018),
$103.2 million
(4th quarter 2018),
$53.9 million
(2nd Quarter 2017),
$1.8 million
(3rd Quarter 2017) and
0.1 million
(4th Quarter 2017).
|
(3)
|
Includes gains on sales of interests in real estate by equity method investee of $2.8 million (1st Quarter 2018) and
$6.7 million
(3rd Quarter 2017), adjustment to gain of equity method investee of
$0.2 million
(4th Quarter 2017), gains on sale of interests in real estate
$0.7 million
(2nd Quarter 2018) and gains on sales of non operating real estate of
$8.1 million
(4th Quarter 2018).
|
(4)
|
Certain prior period amounts for net income (loss) attributable to PREIT common shareholders, basic and diluted earnings per share, noncontrolling interest, total equity - PREIT and cash flow amounts were adjusted to reflect immaterial financial statement error corrections and new accounting rules as discussed in Note 1 to our consolidated financial statements.
|
(in thousands of dollars)
|
Initial Cost
of Land
|
|
Initial Cost of
Building &
Improvements
|
|
Cost of
Improvements
Net of
Retirements
and
Impairment
Charges
|
|
Balance of
Land and
Land
Held for
Develop-
ment
|
|
Balance of
Building &
Improvements
and
Construction
in Progress
|
|
Accumulated
Depreciation
Balance
|
|
Current
Encumbrance
(1)
|
|
Date of
Acquisition/
Construction
|
|
Life of
Depre-
ciation
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital City Mall
|
$
|
11,642
|
|
|
$
|
65,575
|
|
|
$
|
58,360
|
|
|
$
|
11,690
|
|
|
$
|
123,887
|
|
|
$
|
46,878
|
|
|
$
|
58,792
|
|
|
2003
|
|
40
|
Cherry Hill Mall
|
29,938
|
|
|
185,611
|
|
|
261,423
|
|
|
48,608
|
|
|
428,366
|
|
|
244,194
|
|
|
275,117
|
|
|
2003
|
|
40
|
|||||||
Cumberland Mall
|
8,711
|
|
|
43,889
|
|
|
31,335
|
|
|
9,842
|
|
|
74,093
|
|
|
28,301
|
|
|
43,759
|
|
|
2005
|
|
40
|
|||||||
Dartmouth Mall
|
7,015
|
|
|
28,328
|
|
|
45,641
|
|
|
7,004
|
|
|
73,980
|
|
|
39,767
|
|
|
59,735
|
|
|
1998
|
|
40
|
|||||||
Exton Square Mall
|
21,460
|
|
|
121,326
|
|
|
(74,471
|
)
|
|
25,198
|
|
|
43,117
|
|
|
11,335
|
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Francis Scott Key Mall
|
9,786
|
|
|
47,526
|
|
|
40,810
|
|
|
9,440
|
|
|
88,682
|
|
|
40,386
|
|
|
68,469
|
|
|
2003
|
|
40
|
|||||||
Jacksonville Mall
|
9,974
|
|
|
47,802
|
|
|
32,036
|
|
|
9,974
|
|
|
79,838
|
|
|
37,361
|
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Magnolia Mall
|
9,279
|
|
|
44,165
|
|
|
53,989
|
|
|
15,642
|
|
|
91,791
|
|
|
46,119
|
|
|
—
|
|
|
1998
|
|
40
|
|||||||
Monroe Land
|
1,177
|
|
|
—
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2006
|
|
10
|
|||||||
Moorestown Mall
|
11,368
|
|
|
62,995
|
|
|
106,206
|
|
|
16,010
|
|
|
164,559
|
|
|
65,068
|
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Patrick Henry Mall
|
16,075
|
|
|
86,643
|
|
|
53,099
|
|
|
16,397
|
|
|
139,420
|
|
|
68,664
|
|
|
90,692
|
|
|
2003
|
|
40
|
|||||||
Plymouth Meeting Mall
|
29,265
|
|
|
58,388
|
|
|
123,072
|
|
|
30,790
|
|
|
179,935
|
|
|
87,725
|
|
|
—
|
|
|
2003
|
|
40
|
|||||||
The Mall at Prince Georges
|
13,065
|
|
|
57,686
|
|
|
69,994
|
|
|
13,066
|
|
|
127,679
|
|
|
58,120
|
|
|
—
|
|
|
1998
|
|
40
|
|||||||
Springfield Town Center
|
119,912
|
|
|
353,551
|
|
|
20,675
|
|
|
119,912
|
|
|
374,226
|
|
|
50,639
|
|
|
—
|
|
|
2015
|
|
40
|
|||||||
Sunrise Plaza land
|
395
|
|
|
—
|
|
|
(29
|
)
|
|
366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2005
|
|
N/A
|
|||||||
Swedes Square land
|
189
|
|
|
—
|
|
|
36
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2004
|
|
N/A
|
|||||||
Valley Mall
|
13,187
|
|
|
60,658
|
|
|
66,193
|
|
|
24,914
|
|
|
115,123
|
|
|
44,791
|
|
|
—
|
|
|
2003
|
|
40
|
|||||||
Valley View Mall
|
9,880
|
|
|
46,817
|
|
|
(18,355
|
)
|
|
4,682
|
|
|
33,659
|
|
|
11,255
|
|
|
28,044
|
|
|
2003
|
|
40
|
|||||||
Viewmont Mall
|
12,505
|
|
|
61,519
|
|
|
47,395
|
|
|
12,606
|
|
|
108,813
|
|
|
45,283
|
|
|
67,185
|
|
|
2003
|
|
40
|
|||||||
Willow Grove Park
|
26,748
|
|
|
131,189
|
|
|
86,747
|
|
|
36,295
|
|
|
208,389
|
|
|
98,194
|
|
|
159,900
|
|
|
2003
|
|
40
|
|||||||
Woodland Mall
|
35,540
|
|
|
124,504
|
|
|
95,827
|
|
|
44,900
|
|
|
210,971
|
|
|
71,806
|
|
|
125,520
|
|
|
2005
|
|
40
|
|||||||
Wyoming Valley Mall
|
14,153
|
|
|
73,035
|
|
|
(27,860
|
)
|
|
6,456
|
|
|
52,872
|
|
|
22,696
|
|
|
73,757
|
|
|
2003
|
|
40
|
|||||||
Investment In Real Estate
|
$
|
411,264
|
|
|
$
|
1,701,207
|
|
|
$
|
1,072,123
|
|
|
$
|
465,194
|
|
|
$
|
2,719,400
|
|
|
$
|
1,118,582
|
|
|
$
|
1,050,970
|
|
|
|
|
|
(in thousands of dollars)
Total Real Estate Assets:
|
For the Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Balance, beginning of year
|
$
|
3,299,702
|
|
|
$
|
3,300,014
|
|
|
$
|
3,367,889
|
|
Improvements and development
|
125,616
|
|
|
502,077
|
|
|
116,575
|
|
|||
Acquisitions
|
21,250
|
|
|
2,613
|
|
|
27,234
|
|
|||
Impairment of assets
|
(201,818
|
)
|
|
(89,101
|
)
|
|
(74,391
|
)
|
|||
Dispositions
|
(4,856
|
)
|
|
(402,783
|
)
|
|
(61,360
|
)
|
|||
Write-off of fully depreciated assets
|
(32,993
|
)
|
|
(13,118
|
)
|
|
(5,125
|
)
|
|||
Reclassification to held for sale
|
(22,307
|
)
|
|
—
|
|
|
(70,808
|
)
|
|||
Balance, end of year
|
$
|
3,184,594
|
|
|
$
|
3,299,702
|
|
|
$
|
3,300,014
|
|
Balance, end of year – held for sale
|
$
|
22,307
|
|
|
$
|
—
|
|
|
$
|
70,808
|
|
(in thousands of dollars)
Accumulated Depreciation:
|
For the Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Balance, beginning of year
|
$
|
1,111,007
|
|
|
$
|
1,060,845
|
|
|
$
|
1,015,647
|
|
Depreciation expense
|
120,718
|
|
|
118,485
|
|
|
124,433
|
|
|||
Impairment of assets
|
(75,586
|
)
|
|
(39,264
|
)
|
|
(35,998
|
)
|
|||
Dispositions
|
(4,564
|
)
|
|
(15,941
|
)
|
|
(11,538
|
)
|
|||
Write-off of fully depreciated assets
|
(32,993
|
)
|
|
(13,118
|
)
|
|
(5,125
|
)
|
|||
Reclassification to held for sale
|
—
|
|
|
—
|
|
|
(26,574
|
)
|
|||
Balance, end of year
|
$
|
1,118,582
|
|
|
$
|
1,111,007
|
|
|
$
|
1,060,845
|
|
Balance, end of year – held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,574
|
|
Re:
|
PREIT Services, LLC Severance Plan for Certain Officers (“Plan”)
|
By:
|
/s/ Robert F. McCadden
|
|
ROBERT F. McCADDEN
|
|
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
|
/s/ Lisa M. Most
|
Limited Partnerships
|
Jurisdiction of Organization
|
801 Developers, LP
|
Pennsylvania
|
Bala Cynwyd Associates, LP
|
Pennsylvania
|
Cumberland Mall Associates
|
New Jersey
|
Plymouth Ground Associates, LP
|
Pennsylvania
|
PR 8-10 Market LP
|
Delaware
|
PR 907 MARKET MEZZ LP
|
Delaware
|
PR AEKI Plymouth, LP
|
Delaware
|
PR Beaver Valley Limited Partnership
|
Pennsylvania
|
PR BOS LP
|
Pennsylvania
|
PR Capital City Limited Partnership
|
Pennsylvania
|
PR CC Limited Partnership
|
Pennsylvania
|
PR Exton Limited Partnership
|
Pennsylvania
|
PR Exton Outparcel Holdings, LP
|
Pennsylvania
|
PR Exton Outparcel Limited Partnership
|
Pennsylvania
|
PR Exton Square Property L.P.
|
Delaware
|
PR Financing Limited Partnership
|
Delaware
|
PR Gainesville Limited Partnership
|
Delaware
|
PR Gallery II Limited Partnership
|
Pennsylvania
|
PR GV LP
|
Delaware
|
PR Holding Sub Limited Partnership
|
Pennsylvania
|
PR Jacksonville Limited Partnership
|
Pennsylvania
|
PR Logan Valley Limited Partnership
|
Pennsylvania
|
PR Monroe Old Trail Holdings LP
|
Pennsylvania
|
PR Monroe Old Trail Limited Partnership
|
Pennsylvania
|
PR Monroe Unit One Holdings, L.P.
|
Pennsylvania
|
PR Monroe Unit One Limited Partnership
|
Pennsylvania
|
PR Moorestown Limited Partnership
|
Pennsylvania
|
PR New Castle Associates
|
Pennsylvania
|
PR New Garden Limited Partnership
|
Pennsylvania
|
PR New Garden Residential Limited Partnership
|
Pennsylvania
|
PR New Garden/Chesco Holdings Limited Partnership
|
Pennsylvania
|
PR New Garden/Chesco Limited Partnership
|
Pennsylvania
|
PR Outdoor, L.P.
|
Pennsylvania
|
PR Outdoor 2, L.P.
|
Pennsylvania
|
PR Plymouth Anchor-M, L.P.
|
Delaware
|
PR Plymouth Meeting Associates PC LP
|
Delaware
|
PR Plymouth Meeting Limited Partnership
|
Pennsylvania
|
PR PM PC Associates LP
|
Delaware
|
PR Springfield/Delco Holdings, LP
|
Pennsylvania
|
PR Springfield/Delco Limited Partnership
|
Pennsylvania
|
PR TP LP
|
Delaware
|
Limited Partnerships
|
Jurisdiction of Organization
|
PR Valley Anchor-M Limited Partnership
|
Pennsylvania
|
PR Valley Limited Partnership
|
Pennsylvania
|
PR Valley View Anchor-M Limited Partnership
|
Pennsylvania
|
PR Valley View Limited Partnership
|
Pennsylvania
|
PR Viewmont Limited Partnership
|
Pennsylvania
|
PR Washington Crown Limited Partnership
|
Pennsylvania
|
PR Woodland Limited Partnership
|
Delaware
|
PR Wyoming Valley Limited Partnership
|
Pennsylvania
|
PREIT Associates, L.P.
|
Delaware
|
WG Holdings, LP
|
Pennsylvania
|
WG Park – Anchor B, LP
|
Delaware
|
WG Park General, LP
|
Pennsylvania
|
WG Park Limited, LP
|
Pennsylvania
|
WG Park, LP
|
Pennsylvania
|
General Partnership
|
Jurisdiction of Organization
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Liability Companies
|
Jurisdiction of Organization
|
801 Developers GP, LLC
|
Pennsylvania
|
Beverage Two, LLC
|
New Jersey
|
Cherry Hill Center Manager, LLC
|
Delaware
|
Cherry Hill Center, LLC
|
Maryland
|
Cumberland Mall Retail Condominium Association, LLC
|
New Jersey
|
Echelon Beverage LLC
|
New Jersey
|
Moorestown Beverage I, LLC
|
New Jersey
|
Moorestown Beverage II, LLC
|
New Jersey
|
Moorestown Mall LLC
|
Delaware
|
Plymouth Ground Associates LLC
|
Pennsylvania
|
Plymouth License III, LLC
|
Pennsylvania
|
Plymouth License IV, LLC
|
Pennsylvania
|
PR 8-10 Market GP LLC
|
Delaware
|
PR 8-10 Market Mezz LLC
|
Delaware
|
PR 907 Market Mezz GP LLC
|
Delaware
|
PR Acquisition Sub LLC
|
Delaware
|
PR AEKI Plymouth LLC
|
Delaware
|
PR Beaver Valley LLC
|
Delaware
|
PR BOS GP, LLC
|
Delaware
|
PR BVM LLC
|
Pennsylvania
|
PR Capital City LLC
|
Delaware
|
PR CC I LLC
|
Delaware
|
PR CC II LLC
|
Delaware
|
PR Cherry Hill Office GP, LLC
|
Delaware
|
PR Cherry Hill STW LLC
|
Delaware
|
PR Chestnut Mezzco, LLC
|
Pennsylvania
|
PR Crossroads I, LLC
|
Pennsylvania
|
PR Crossroads II, LLC
|
Pennsylvania
|
PR Cumberland GP, LLC
|
Delaware
|
PR Cumberland LP, LLC
|
Delaware
|
PR Cumberland Outparcel LLC
|
New Jersey
|
PR Dartmouth Solar LLC
|
Delaware
|
PR Exton LLC
|
Pennsylvania
|
PR Exton Outparcel GP, LLC
|
Delaware
|
PR Fin Delaware, LLC
|
Delaware
|
PR Financing I LLC
|
Delaware
|
PR Financing II LLC
|
Delaware
|
PR Francis Scott Key LLC
|
Delaware
|
PR Francis Scott Key Solar LLC
|
Delaware
|
PR Gainesville LLC
|
Delaware
|
Limited Liability Companies
|
Jurisdiction of Organization
|
PR Gallery II, LLC
|
Delaware
|
PR Gloucester LLC
|
Delaware
|
PR GV LLC
|
Delaware
|
PR Hagerstown LLC
|
Delaware
|
PR Holding Sub LLC
|
Pennsylvania
|
PR Hyattsville LLC
|
Delaware
|
PR Jacksonville LLC
|
Delaware
|
PR JK LLC
|
Delaware
|
PR Lehigh Valley LLC
|
Pennsylvania
|
PR Logan Valley LLC
|
Delaware
|
PR LV LLC
|
Delaware
|
PR Magnolia LLC
|
Delaware
|
PR Metroplex West, LLC
|
Delaware
|
PR Monroe Old Trail Holdings LLC
|
Delaware
|
PR Monroe Old Trail LLC
|
Delaware
|
PR Monroe Unit One GP, LLC
|
Delaware
|
PR Moorestown Anchor-L&T, LLC
|
New Jersey
|
PR Moorestown Anchor-M, LLC
|
New Jersey
|
PR Moorestown LLC
|
Pennsylvania
|
PR New Castle LLC
|
Pennsylvania
|
PR New Garden LLC
|
Pennsylvania
|
PR New Garden Residential LLC
|
Delaware
|
PR New Garden/Chesco Holdings LLC
|
Delaware
|
PR New Garden/Chesco LLC
|
Delaware
|
PR North Dartmouth LLC
|
Delaware
|
PR Outdoor, LLC
|
Delaware
|
PR Outdoor 2, LLC
|
Delaware
|
PR Oxford Valley General, LLC
|
Delaware
|
PR Patrick Henry LLC
|
Delaware
|
PR Plymouth Anchor-M, LLC
|
Delaware
|
PR Plymouth Meeting LLC
|
Pennsylvania
|
PR PM PC Associates LLC
|
Delaware
|
PR Prince George's Plaza LLC
|
Delaware
|
PR Red Rose LLC
|
Delaware
|
PR Springfield Town Center LLC
|
Delaware
|
PR Springfield/Delco Holdings, LLC
|
Delaware
|
PR Springfield/Delco LLC
|
Delaware
|
PR Sunrise Outparcel 2, LLC
|
New Jersey
|
PR Swedes Square, LLC
|
Delaware
|
PR TP LLC
|
Delaware
|
PR Valley Anchor-M, LLC
|
Delaware
|
PR Valley Anchor-S, LLC
|
Maryland
|
Limited Liability Companies
|
Jurisdiction of Organization
|
PR Valley LLC
|
Delaware
|
PR Valley Solar LLC
|
Delaware
|
PR Valley View Anchor-M, LLC
|
Delaware
|
PR Valley View LLC
|
Delaware
|
PR Valley View OP-DSG/CEC, LLC
|
Delaware
|
PR Valley View OP-TXRD, LLC
|
Delaware
|
PR Viewmont LLC
|
Delaware
|
PR VV LLC
|
Delaware
|
PR Walnut Mezzco, LLC
|
Pennsylvania
|
PR Walnut Street Abstract LLC
|
Delaware
|
PR Washington Crown LLC
|
Delaware
|
PR WC LLC
|
Delaware
|
PR WG Park General GP, LLC
|
Delaware
|
PR Wiregrass Commons LLC
|
Delaware
|
PR Woodland Anchor-S, LLC
|
Delaware
|
PR Woodland General LLC
|
Delaware
|
PR Woodland Outparcel LLC
|
Delaware
|
PR WV LLC
|
Delaware
|
PR Wyoming Valley LLC
|
Delaware
|
PREIT Gallery TRS Sub LLC
|
Pennsylvania
|
PREIT Services, LLC
|
Delaware
|
PRWGP General, LLC
|
Delaware
|
WG Holdings of Pennsylvania, LLC
|
Pennsylvania
|
WG Park-Anchor B, LLC
|
Delaware
|
XGP LLC
|
Delaware
|
Corporations
|
Jurisdiction of Organization
|
1150 Plymouth Associates Inc
|
Maryland
|
Capital City Beverage Enterprises, Inc
|
Maryland
|
Cherry Hill Beverage, Inc
|
Maryland
|
Exton License, Inc
|
Maryland
|
PR GC Inc
|
Maryland
|
PREIT TRS, Inc
|
Delaware
|
PREIT-RUBIN OP, Inc
|
Pennsylvania
|
PREIT-RUBIN, INC.
|
Pennsylvania
|
Springhill Owners Association, Inc
|
Florida
|
Springhills Northeast Quadrant Drainage Association No One, Inc
|
Florida
|
Trusts
|
Jurisdiction of Organization
|
PREIT Charitable Fund
|
Pennsylvania
|
PREIT Protective Trust
|
Pennsylvania
|
Unincorporated Associations
|
Jurisdiction of Organization
|
Eighth & Market Condominium Association
|
Pennsylvania
|
Springhills Property Owners’ Association
|
Florida
|
Unconsolidated Affiliates
|
Jurisdiction of Organization
|
|
|
801 4-6 Fee Owner GP LLC
|
Delaware
|
801 4-6 Mezz GP LLC
|
Delaware
|
801 C-3 Fee Owner LP
|
Delaware
|
801 C-3 Fee Owner GP LLC
|
Delaware
|
801 C-3 Mezz LP
|
Delaware
|
801 C-3 Mezz GP LLC
|
Delaware
|
801-Gallery C-3 Associates, L.P. (fka 801 Market Venture LP)
|
Delaware
|
801-Gallery C-3 MT, L.P.
|
Pennsylvania
|
801-Gallery GP, LLC
|
Pennsylvania
|
801-Gallery Associates, L.P.
|
Pennsylvania
|
801-Tenant C-3 Manager, LLC
|
Pennsylvania
|
801 Market Venture GP LLC
|
Delaware
|
907-937 Market Street
|
Pennsylvania
|
Condominium Association, Inc.
|
|
1010-1016 Market Street Realty LP
|
Pennsylvania
|
1018 Market Street Realty, LP
|
Pennsylvania
|
1020-1024 Market Street Realty, LP
|
Pennsylvania
|
Court at Oxford Valley Condominium Association
|
Pennsylvania
|
Gallery Neighborhood Improvement District Corporation
|
Pennsylvania
|
GPM GP LLC
|
Delaware
|
Keystone Philadelphia Properties, LP
|
Pennsylvania
|
Lehigh BOS Acquisition, L.P.
|
Delaware
|
Lehigh Valley Associates (limited partnership)
|
Pennsylvania
|
Lehigh Valley Mall GP, LLC
|
Delaware
|
Lehigh Valley Mall, LLC
|
Delaware
|
Mall at Lehigh Valley, L.P.
|
Delaware
|
Mall Maintenance Corporation II
|
Pennsylvania
|
Mall Corners Ltd. (limited partnership)
|
Georgia
|
Mall Corners II, Ltd. (limited partnership)
|
Georgia
|
Metroplex General, Inc.
|
Pennsylvania
|
Metroplex West Associates, L.P.
|
Pennsylvania
|
Monroe Marketplace Unit Owners Association, Inc.
|
Pennsylvania
|
Oxford Valley Road Associates (limited partnership)
|
Pennsylvania
|
Pavilion East Associates, L.P.
|
Pennsylvania
|
PEI MSR GP I LLC
|
Pennsylvania
|
PEI MSR I LP
|
Pennsylvania
|
Unconsolidated Affiliates
|
Jurisdiction of Organization
|
PEI MSR GP II LLC
|
Pennsylvania
|
PEI MSR II LP
|
Pennsylvania
|
PEI MSR GP III LLC
|
Pennsylvania
|
PEI MSR III LP
|
Pennsylvania
|
PEI MSR LP LLC
|
Pennsylvania
|
PM Gallery Finance LLC
|
New Jersey
|
PM Gallery LP
|
Delaware
|
PM Management Associates, LLC
|
Pennsylvania
|
PM 833 Market Mezz LP
|
Delaware
|
PM 833 Market Mezz GP LLC
|
Delaware
|
PR 907 MARKET LP
|
Delaware
|
PR Gallery I Limited Partnership
|
Pennsylvania
|
Red Rose Commons Associates, L.P.
|
Pennsylvania
|
Red Rose Commons Condominium Association
|
Pennsylvania
|
Simon/PREIT Gloucester Development, LLC
|
Delaware
|
Unit 1 801 Market Street Subcondominium Association, Inc.
|
Pennsylvania
|
Walnut Street Abstract, L.P.
|
New Jersey
|
Walnut Street Title, LLC
|
New Jersey
|
|
/s/ KPMG LLP
|
|
Philadelphia, Pennsylvania
|
February 25, 2019
|
1
|
I have reviewed this Annual Report on Form 10-K of Pennsylvania Real Estate Investment Trust;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 25, 2019
|
|
|
/s/ Joseph F. Coradino
|
|
|
Name:
|
|
Joseph F. Coradino
|
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
1
|
I have reviewed this Annual Report on Form 10-K of Pennsylvania Real Estate Investment Trust;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
February 25, 2019
|
|
|
/s/ Robert F. McCadden
|
|
|
Name:
|
|
Robert F. McCadden
|
|
|
Title:
|
|
Chief Financial Officer
|
Dated:
|
February 25, 2019
|
|
|
/s/ Joseph F. Coradino
|
|
|
Name:
|
|
Joseph F. Coradino
|
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
Dated:
|
February 25, 2019
|
|
|
/s/ Robert F. McCadden
|
|
|
Name:
|
|
Robert F. McCadden
|
|
|
Title:
|
|
Chief Financial Officer
|