ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Pennsylvania
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23-6216339
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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The Bellevue
200 South Broad Street
Philadelphia, Pennsylvania
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19102
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Shares of Beneficial Interest, par value $1.00 per share
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New York Stock Exchange
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Series B Preferred Shares, par value $0.01 per share
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New York Stock Exchange
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Series C Preferred Shares, par value $0.01 per share
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New York Stock Exchange
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Series D Preferred Shares, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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o
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Smaller reporting company
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¨
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Emerging growth company
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¨
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2.1
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3.1
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3.2
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3.3
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3.4
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3.5
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3.6
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3.7
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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4.9
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4.10
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4.11
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4.12
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4.13
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4.14
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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10.11
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10.12
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10.13
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+10.14
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+10.15
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+10.16
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+10.17
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+10.18
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+10.19
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+10.20
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+10.21**
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+10.22
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+10.23
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+10.24
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+10.25
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+10.26
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+10.27
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+10.28
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+10.29
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+10.30
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+10.31
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+10.32
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+10.33
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+10.34
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+10.35
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+10.36
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10.37
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10.38
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10.39
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10.40
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10.41
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10.42
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10.43
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10.44
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+10.45
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+10.46*
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Letter Agreement, dated as of May 8, 2013 by and between PREIT Services, LLC and Joseph J. Aristone.
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+10.47*
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+10.48
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21**
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23.1**
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23.2*
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24**
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31.1*
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31.2*
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32.1*
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32.2*
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99.1*
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99.2*
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101*
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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.
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PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
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Date:
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March 28, 2019
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By:
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/s/ Joseph F. Coradino
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Joseph F. Coradino
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Chief Executive Office
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200 South Broad Street, 3rd Floor, Philadelphia, PA 19102
Phone: 215-875-0700
Fax : 215-548-7311
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1.
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Section 3.1(c)(1) is hereby amended and restated to read in its entirety as follows:
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3.
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The following is hereby added as Section 3.4A:
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200 South Broad Street, 3rd Floor, Philadelphia, PA 19102
Phone: 215-875-0700
Fax : 215-548-7311
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1
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I have reviewed this Annual Report on Form 10-K/A of Pennsylvania Real Estate Investment Trust;
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2
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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;
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3
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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;
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4
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Dated:
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March 28, 2019
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/s/ Joseph F. Coradino
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Name:
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Joseph F. Coradino
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Title:
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Chairman and Chief Executive Officer
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1
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I have reviewed this Annual Report on Form 10-K/A of Pennsylvania Real Estate Investment Trust;
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2
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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;
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3
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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;
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4
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Dated:
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March 28, 2019
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/s/ Robert F. McCadden
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Name:
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Robert F. McCadden
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Title:
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Chief Financial Officer
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Dated:
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March 28, 2019
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/s/ Joseph F. Coradino
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Name:
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Joseph F. Coradino
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Title:
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Chairman and Chief Executive Officer
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Dated:
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March 28, 2019
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/s/ Robert F. McCadden
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Name:
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Robert F. McCadden
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Title:
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Chief Financial Officer
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Unaudited Consolidated Financial Statements
Lehigh Valley Associates and Subsidiary
As of December 31, 2018 and 2017, and for the Two Years Ended December 31, 2018
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Consolidated Balance Sheets
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3
|
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Consolidated Statements of Operations
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4
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Consolidated Statements of Partners' Deficit
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5
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Consolidated Statements of Cash Flows
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6
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Notes to Consolidated Financial Statements
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7
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December 31
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December 31
|
||||
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2018
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2017
|
||||
Assets
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||||
Investment property, at cost
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$
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92,216,066
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$
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89,159,958
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Less accumulated depreciation
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53,545,558
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53,392,594
|
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||
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38,670,508
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|
35,767,364
|
|
||
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|
|
||||
Cash and cash equivalents
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7,056,753
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2,711,025
|
|
||
Tenant receivables, net of allowance for credit losses of $198,208 and $176,248, respectively
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727,936
|
|
498,265
|
|
||
Accrued straight-line rent
|
2,742,725
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2,554,277
|
|
||
Deferred costs, net
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1,296,708
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|
1,025,918
|
|
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Other assets
|
2,249,632
|
|
1,823,741
|
|
||
Total assets
|
$
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52,744,262
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$
|
44,380,590
|
|
|
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|
||||
Liabilities and partners’ deficit
|
|
|
||||
Mortgage notes payable, net
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$
|
195,422,419
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$
|
198,441,376
|
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Accounts payable and accrued expenses
|
4,810,508
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|
3,802,309
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|
||
Capital expenditures payable
|
3,309,314
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|
1,453,524
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|
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Total liabilities
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203,542,241
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|
203,697,209
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|
||
|
|
|
||||
Partners’ deficit
|
(150,797,979
|
)
|
(159,316,619
|
)
|
||
Total liabilities and partners’ deficit
|
$
|
52,744,262
|
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$
|
44,380,590
|
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|
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For the Years Ended
|
|||||
|
|
December 31
|
|||||
|
|
2018
|
2017
|
||||
Revenue:
|
|
|
|||||
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Minimum rent
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$
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22,119,638
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$
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21,674,741
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Overage rent
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356,643
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213,035
|
|
||
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Tenant reimbursements
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12,104,441
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12,585,144
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Other income
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1,081,513
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320,482
|
|
||
Total revenue
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35,662,235
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34,793,402
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|
|||
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|
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Expenses:
|
|
|
|||||
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Property operating
|
3,764,747
|
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3,777,334
|
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Depreciation and amortization
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2,820,964
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3,611,259
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||
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Real estate taxes
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3,284,457
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|
3,259,024
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|
||
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Repairs and maintenance
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873,773
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|
974,013
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|
||
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Advertising and promotion
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694,919
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|
814,961
|
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||
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Provision for credit losses
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41,986
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|
(269,468
|
)
|
||
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Other
|
354,440
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|
321,689
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|
||
Total expenses
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11,835,286
|
|
12,488,812
|
|
|||
|
|
|
|
||||
Operating income
|
23,826,949
|
|
22,304,590
|
|
|||
Prepayment penalty for early payoff of debt
|
—
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|
3,114,407
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|
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Interest expense
|
8,222,309
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|
7,792,506
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|
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Net income
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$
|
15,604,640
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$
|
11,397,677
|
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PREIT
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Kravco Simon
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|
||||||
|
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Associates, L.P.
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Investments, L.P.
|
|
||||||
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and Affiliate
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and Affiliate
|
|
||||||
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(General Partner
|
(General Partner
|
|
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and Limited
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and Limited
|
|
||||||
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Partner)
|
Partner)
|
Total
|
||||||
|
|
|
|
|
||||||
Partners’ percentage equity interest
|
50.0%
|
50.0%
|
100.0%
|
|||||||
|
|
|
|
|
||||||
Partners’ deficit at January 1, 2017
|
$
|
(41,654,041
|
)
|
$
|
(41,654,053
|
)
|
$
|
(83,308,094
|
)
|
|
|
Distributions
|
(43,703,101
|
)
|
(43,703,101
|
)
|
(87,406,202
|
)
|
|||
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Net income
|
5,698,838
|
|
5,698,839
|
|
11,397,677
|
|
|||
Partners’ deficit at December 31, 2017
|
$
|
(79,658,304
|
)
|
$
|
(79,658,315
|
)
|
$
|
(159,316,619
|
)
|
|
|
Distributions
|
(3,543,000
|
)
|
(3,543,000
|
)
|
(7,086,000
|
)
|
|||
|
Net income
|
7,802,320
|
|
7,802,320
|
|
15,604,640
|
|
|||
Partners’ deficit at December 31, 2018
|
$
|
(75,398,984
|
)
|
$
|
(75,398,995
|
)
|
$
|
(150,797,979
|
)
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|||||
|
|
|
December 31
|
|||||
|
|
|
2018
|
2017
|
||||
Cash flows from operating activities
|
$
|
15,604,640
|
|
$
|
11,397,677
|
|
||
Net income
|
|
|
||||||
Adjustments to reconcile net income to net
|
|
|
||||||
cash provided by operating activities:
|
|
|
||||||
|
Straight-line rent
|
(188,448
|
)
|
194,851
|
|
|||
|
Depreciation and amortization
|
2,924,531
|
|
3,817,535
|
|
|||
|
Amortization of tenant inducements
|
123,381
|
|
127,017
|
|
|||
|
Provision for credit losses
|
41,986
|
|
(269,468
|
)
|
|||
|
Prepayment penalty
|
—
|
|
3,114,407
|
|
|||
|
Changes in assets and liabilities:
|
|
|
|||||
|
|
Tenant receivables
|
(271,657
|
)
|
229,452
|
|
||
|
|
Deferred costs and other assets
|
(643,951
|
)
|
(309,231
|
)
|
||
|
|
Accounts payable and accrued expenses
|
1,008,199
|
|
(1,548,130
|
)
|
||
Net cash provided by operating activities
|
18,598,681
|
|
16,754,110
|
|
||||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
||||||
Capital expenditures
|
(5,526,992
|
)
|
(1,805,636
|
)
|
||||
Change in capital escrow reserves
|
(373,228
|
)
|
(690,201
|
)
|
||||
Change in capital expenditures payable
|
1,855,790
|
|
751,709
|
|
||||
Net cash used in investing activities
|
(4,044,430
|
)
|
(1,744,128
|
)
|
||||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
||||||
Proceeds from new mortgage, net of deferred
|
|
|
||||||
|
|
financing costs of $1,035,668
|
—
|
|
198,964,332
|
|
||
Repayment of previous mortgage note payable
|
—
|
|
(124,576,276
|
)
|
||||
Prepayment penalty
|
—
|
|
(3,114,407
|
)
|
||||
Mortgage principal payments
|
(3,122,523
|
)
|
(2,673,163
|
)
|
||||
Distributions to partners
|
(7,086,000
|
)
|
(87,406,202
|
)
|
||||
Net cash used in financing activities
|
(10,208,523
|
)
|
(18,805,716
|
)
|
||||
|
|
|
|
|
||||
Increase (Decrease) in cash and cash equivalents
|
4,345,728
|
|
(3,795,734
|
)
|
||||
Cash and cash equivalents, beginning of year
|
2,711,025
|
|
6,506,759
|
|
||||
Cash and cash equivalents, end of year
|
$
|
7,056,753
|
|
$
|
2,711,025
|
|
||
|
|
|
|
|
|
2018
|
2017
|
|
|
|
Leasing costs and other
|
$2,005,941
|
$1,428,140
|
Tenant inducements
|
1,486,841
|
1,526,841
|
|
3,492,782
|
2,954,981
|
Less accumulated amortization
|
2,196,074
|
1,929,063
|
|
$1,296,708
|
$1,025,918
|
|
2018
|
2017
|
|
|
|
Land
|
$5,738,037
|
$5,738,037
|
Building and improvements
|
84,058,066
|
81,221,937
|
Total land, building, and improvements
|
89,796,103
|
86,959,974
|
|
|
|
Furniture, fixtures, and equipment
|
2,419,963
|
2,199,984
|
Investment property, at cost
|
92,216,066
|
89,159,958
|
|
|
|
Less accumulated depreciation
|
53,545,558
|
53,392,594
|
Investment property, at cost, net
|
$38,670,508
|
$35,767,364
|
2019
|
$3,528,195
|
2020
|
3,653,715
|
2021
|
3,829,169
|
2022
|
3,989,640
|
2023
|
4,156,835
|
Thereafter
|
177,170,862
|
Mortgage note payable
|
196,328,416
|
Deferred financing costs, net
|
(905,997)
|
Mortgage note payable, net
|
$195,422,419
|
2019
|
$16,691,236
|
2020
|
15,168,493
|
2021
|
13,536,390
|
2022
|
11,188,743
|
2023
|
6,782,402
|
Thereafter
|
11,264,712
|
|
$74,631,976
|
Related-Party Activity
|
2018
|
2017
|
|
|
|
Management fees
|
$1,010,650
|
$986,159
|
Insurance
|
279,223
|
294,455
|
Advertising and promotion
|
313,075
|
362,763
|
Other services
|
316,134
|
226,941
|
Total fees and compensation expense
|
1,919,082
|
1,870,318
|
|
|
|
Capitalized leasing and other fees
|
423,135
|
287,168
|
Total fees and compensation
|
$2,342,217
|
$2,157,486
|
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Lehigh Valley Associates and Subsidiary
As of December 31, 2016 and 2015, and for the Three Years Ended December 31, 2016
With Report of Independent Auditors
|
|
Report of Independent Auditors
|
1
|
|
|
|
|
|
|
Audited Consolidated Financial Statements
|
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
3
|
|
|
Consolidated Statements of Operations
|
4
|
|
|
Consolidated Statements of Partners’ Deficit
|
5
|
|
|
Consolidated Statements of Cash Flows
|
6
|
|
|
Notes to Consolidated Financial Statements
|
7
|
|
|
|
|
Lehigh Valley Associates and Subsidiary
|
||||||
|
|
|
||||
Consolidated Balance Sheets
|
||||||
|
|
|
||||
|
|
|
||||
|
December 31
|
|||||
|
2016
|
2015
|
||||
Assets
|
|
|
||||
Investment property, at cost
|
$
|
89,085,474
|
|
$
|
88,048,064
|
|
Less accumulated depreciation
|
51,739,966
|
|
48,735,354
|
|
||
|
37,345,508
|
|
39,312,710
|
|
||
|
|
|
||||
Cash and cash equivalents
|
6,506,759
|
|
4,799,185
|
|
||
Tenant receivables, net of allowance for credit losses of
|
|
|
||||
$249,834 and $45,533 for 2014 and 2013, respectively
|
458,249
|
|
573,465
|
|
||
Accrued straight-line rent
|
2,749,128
|
|
2,794,675
|
|
||
Deferred costs, net
|
1,093,247
|
|
1,323,182
|
|
||
Other assets
|
1,111,476
|
|
1,115,963
|
|
||
Total assets
|
$
|
49,264,367
|
|
$
|
49,919,180
|
|
|
|
|
||||
Liabilities and partners’ deficit
|
|
|
||||
Mortgage note payable
|
$
|
126,520,207
|
|
$
|
128,883,023
|
|
Accounts payable and accrued expenses
|
5,350,439
|
|
5,867,635
|
|
||
Capital expenditures payable
|
701,815
|
|
778,881
|
|
||
Total liabilities
|
132,572,461
|
|
135,529,539
|
|
||
|
|
|
||||
Partners’ deficit
|
(83,308,094
|
)
|
(85,610,359
|
)
|
||
Total liabilities and partners’ deficit
|
$
|
49,264,367
|
|
$
|
49,919,180
|
|
|
|
|
||||
The accompanying notes are an integral part of these consolidated statements.
|
Lehigh Valley Associates and Subsidiary
|
|||||||||
|
|
|
|
||||||
Consolidated Statements of Operations
|
|||||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
For the Years Ended
|
||||||||
|
December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Revenue:
|
|
|
|
||||||
Minimum rent
|
$
|
22,638,350
|
|
$
|
22,095,609
|
|
$
|
22,598,061
|
|
Overage rent
|
366,760
|
|
300,349
|
|
240,426
|
|
|||
Tenant reimbursements
|
13,487,784
|
|
13,615,261
|
|
13,391,928
|
|
|||
Other income
|
430,133
|
|
485,321
|
|
374,342
|
|
|||
Total revenue
|
36,923,027
|
|
36,496,540
|
|
36,604,757
|
|
|||
|
|
|
|
||||||
Expenses:
|
|
|
|
||||||
Property operating
|
3,760,805
|
|
4,058,265
|
|
4,205,071
|
|
|||
Depreciation and amortization
|
3,429,770
|
|
3,346,211
|
|
3,806,781
|
|
|||
Real estate taxes
|
3,154,133
|
|
3,119,558
|
|
3,061,232
|
|
|||
Repairs and maintenance
|
969,862
|
|
1,087,883
|
|
1,322,040
|
|
|||
Advertising and promotion
|
897,320
|
|
939,470
|
|
864,523
|
|
|||
(Recovery of) provision for credit losses
|
(445,371
|
)
|
89,507
|
|
263,707
|
|
|||
Other
|
322,114
|
|
303,727
|
|
310,499
|
|
|||
Total expenses
|
12,088,633
|
|
12,944,621
|
|
13,833,853
|
|
|||
|
|
|
|
||||||
Operating income
|
24,834,394
|
|
23,551,919
|
|
22,770,904
|
|
|||
Interest expense
|
7,570,129
|
|
7,708,328
|
|
7,838,799
|
|
|||
Net income
|
$
|
17,264,265
|
|
$
|
15,843,591
|
|
$
|
14,932,105
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated statements.
|
Lehigh Valley Associates and Subsidiary
|
||||||||||
|
|
|
|
|
||||||
Consolidated Statements of Partners’ Deficit
|
||||||||||
|
|
|
|
|
||||||
For the Years Ended December 31, 2016, 2015 and 2014
|
||||||||||
|
|
|
|
|
||||||
|
|
|
|
|
||||||
|
|
PREIT
|
Kravco Simon
|
|
||||||
|
|
Associates, L.P.
|
Investments, L.P.
|
|
||||||
|
|
and Affiliate
|
and Affiliate
|
|
||||||
|
|
(General Partner
|
(General Partner
|
|
||||||
|
|
and Limited
|
and Limited
|
|
||||||
|
|
Partner)
|
Partner)
|
Total
|
||||||
|
|
|
|
|
||||||
Partners’ percentage equity interest
|
|
50%
|
50%
|
100%
|
||||||
|
|
|
|
|
||||||
Partners' deficit at January 1, 2014
|
|
$
|
(43,060,022
|
)
|
$
|
(43,060,033
|
)
|
$
|
(86,120,055
|
)
|
Distributions
|
|
(7,972,500
|
)
|
(7,972,500
|
)
|
(15,945,000
|
)
|
|||
Net income
|
|
7,466,053
|
|
7,466,052
|
|
14,932,105
|
|
|||
Partners’ deficit at December 31, 2014
|
|
(43,566,469
|
)
|
(43,566,481
|
)
|
(87,132,950
|
)
|
|||
Distributions
|
|
(7,160,500
|
)
|
(7,160,500
|
)
|
(14,321,000
|
)
|
|||
Net income
|
|
7,921,795
|
|
7,921,796
|
|
15,843,591
|
|
|||
Partners’ deficit at December 31, 2015
|
|
(42,805,174
|
)
|
(42,805,185
|
)
|
(85,610,359
|
)
|
|||
Distributions
|
|
(7,481,000
|
)
|
(7,481,000
|
)
|
(14,962,000
|
)
|
|||
Net income
|
|
8,632,133
|
|
8,632,132
|
|
17,264,265
|
|
|||
Partners’ deficit at December 31, 2016
|
|
$
|
(41,654,041
|
)
|
$
|
(41,654,053
|
)
|
$
|
(83,308,094
|
)
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated statements.
|
Lehigh Valley Associates and Subsidiary
|
|||||||||
|
|
|
|
||||||
Consolidated Statements of Cash Flows
|
|||||||||
|
|
|
|
||||||
|
For the Years Ended
|
||||||||
|
December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
||||||
Net income
|
$
|
17,264,265
|
|
$
|
15,843,591
|
|
$
|
14,932,105
|
|
Adjustments to reconcile net income to net
|
|
|
|
||||||
cash provided by operating activities:
|
|
|
|
||||||
Straight-line rent
|
45,547
|
|
(8,522
|
)
|
(154,836
|
)
|
|||
Depreciation and amortization
|
3,482,550
|
|
3,398,990
|
|
3,859,705
|
|
|||
Amortization of tenant inducements
|
127,017
|
|
127,017
|
|
127,365
|
|
|||
Gain on sale of land
(Note 3)
|
—
|
|
(86,874
|
)
|
—
|
|
|||
(Recovery of) provision for credit losses
|
(445,371
|
)
|
89,507
|
|
263,707
|
|
|||
Changes in assets and liabilities:
|
|
|
|
||||||
Tenant receivables
|
560,587
|
|
(59,584
|
)
|
(399,493
|
)
|
|||
Deferred costs and other assets
|
(88,166
|
)
|
(249,049
|
)
|
(256,468
|
)
|
|||
Accounts payable and accrued expenses
|
(517,196
|
)
|
(868,284
|
)
|
(857,725
|
)
|
|||
Net cash provided by operating activities
|
20,429,233
|
|
18,186,792
|
|
17,514,360
|
|
|||
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
||||||
Capital expenditures
|
(1,266,998
|
)
|
(2,763,063
|
)
|
(1,906,455
|
)
|
|||
Net proceeds from the sale of land
(Note 3)
|
—
|
|
100,920
|
|
—
|
|
|||
Change in capital expenditures payable
|
(77,066
|
)
|
72,346
|
|
129,810
|
|
|||
Net cash used in investing activities
|
(1,344,064
|
)
|
(2,589,797
|
)
|
(1,776,645
|
)
|
|||
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
||||||
Mortgage payments
|
(2,415,595
|
)
|
(2,277,981
|
)
|
(2,148,205
|
)
|
|||
Distributions to partners
|
(14,962,000
|
)
|
(14,321,000
|
)
|
(15,945,000
|
)
|
|||
Cash used in financing activities
|
(17,377,595
|
)
|
(16,598,981
|
)
|
(18,093,205
|
)
|
|||
|
|
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
1,707,574
|
|
(1,001,986
|
)
|
(2,355,490
|
)
|
|||
Cash and cash equivalents, beginning of year
|
4,799,185
|
|
5,801,171
|
|
8,156,661
|
|
|||
Cash and cash equivalents, end of year
|
$
|
6,506,759
|
|
$
|
4,799,185
|
|
$
|
5,801,171
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated statements.
|
|
|
2016
|
2015
|
||||
Leasing costs and other
|
$
|
1,382,292
|
|
$
|
1,489,119
|
|
Tenant inducements
|
1,526,841
|
|
1,526,840
|
|
||
|
2,909,133
|
|
3,015,959
|
|
||
Less accumulated amortization
|
1,815,886
|
|
1,692,777
|
|
||
|
$
|
1,093,247
|
|
$
|
1,323,182
|
|
|
2016
|
2015
|
||||
|
|
|
||||
Land
|
$
|
5,738,037
|
|
$
|
5,738,037
|
|
Building and improvements
|
81,160,529
|
|
80,271,593
|
|
||
Total land, building, and improvements
|
86,898,566
|
|
86,009,630
|
|
||
|
|
|
||||
Furniture, fixtures, and equipment
|
2,186,908
|
|
2,038,434
|
|
||
Investment property, at cost
|
89,085,474
|
|
88,048,064
|
|
||
|
|
|
||||
Less accumulated depreciation
|
51,739,966
|
|
48,735,354
|
|
||
Investment property, at cost, net
|
$
|
37,345,508
|
|
$
|
39,312,710
|
|
2017
|
$
|
2,561,523
|
|
2018
|
2,716,267
|
|
|
2019
|
2,880,359
|
|
|
2020
|
118,542,229
|
|
|
Mortgage note payable
|
126,700,378
|
|
|
Deferred financing costs, net
|
(180,171
|
)
|
|
Mortgage note payable, net
|
$
|
126,520,207
|
|
2017
|
$
|
17,588,671
|
|
2018
|
13,568,376
|
|
|
2019
|
10,860,866
|
|
|
2020
|
9,743,196
|
|
|
2021
|
8,630,031
|
|
|
Thereafter
|
14,578,964
|
|
|
|
$
|
74,970,104
|
|
Related-Party Fees
and Compensation
|
2016
|
2015
|
2014
|
||||||
|
|
|
|
||||||
Management fees
|
$
|
1,033,360
|
|
$
|
1,007,108
|
|
$
|
1,014,912
|
|
Insurance
|
299,167
|
|
301,928
|
|
296,343
|
|
|||
Advertising and promotion
|
409,655
|
|
403,268
|
|
388,158
|
|
|||
Other services
|
225,183
|
|
202,200
|
|
240,598
|
|
|||
Total fees and compensation expensed
|
1,967,365
|
|
1,914,504
|
|
1,940,011
|
|
|||
|
|
|
|
||||||
Capitalized leasing and other fees
|
92,653
|
|
136,219
|
|
203,865
|
|
|||
Total fees and compensation
|
$
|
2,060,018
|
|
$
|
2,050,723
|
|
$
|
2,143,876
|
|