Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PEI | |
Entity Registrant Name | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |
Entity Central Index Key | 77,281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 70,354,111 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
INVESTMENTS IN REAL ESTATE, at cost: | ||
Operating properties | $ 3,193,444 | $ 3,180,212 |
Construction in progress | 113,015 | 113,609 |
Land held for development | 5,881 | 5,881 |
Total investments in real estate | 3,312,340 | 3,299,702 |
Accumulated depreciation | (1,141,914) | (1,111,007) |
Net investments in real estate | 2,170,426 | 2,188,695 |
INVESTMENTS IN PARTNERSHIPS, at equity: | 90,188 | 216,823 |
OTHER ASSETS: | ||
Cash and cash equivalents | 89,213 | 15,348 |
Tenant and other receivables (net of allowance for doubtful accounts of $8,107 and $7,248 at March 31, 2018 and December 31, 2017, respectively) | 35,671 | 38,166 |
Intangible assets (net of accumulated amortization of $13,795 and $13,117 at March 31, 2018 and December 31, 2017, respectively) | 17,015 | 17,693 |
Deferred costs and other assets, net | 114,332 | 112,046 |
Total assets | 2,516,845 | 2,588,771 |
LIABILITIES: | ||
Mortgage loans payable, net | 1,062,070 | 1,056,084 |
Long-term Debt | 547,949 | 547,758 |
Revolving Facility | 53,000 | |
Tenants’ deposits and deferred rent | 13,345 | 11,446 |
Distributions in excess of partnership investments | 96,895 | 97,868 |
Fair value of derivative liabilities | 20 | |
Accrued expenses and other liabilities | 55,822 | 61,604 |
Total liabilities | 1,776,081 | 1,827,780 |
COMMITMENTS AND CONTINGENCIES (Note 6): | ||
EQUITY: | ||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; 70,353 and 69,983 issued and outstanding shares at March 31, 2018 and December 31, 2017, respectively | 70,353 | 69,983 |
Capital contributed in excess of par | 1,665,325 | 1,663,966 |
Accumulated other comprehensive income | (7,226) | |
Distributions in excess of net income | (1,142,218) | (1,117,290) |
Total equity—Pennsylvania Real Estate Investment Trust | 605,402 | 624,039 |
Noncontrolling interest | 135,362 | 136,952 |
Total equity | 740,764 | 760,991 |
Total liabilities and equity | 2,516,845 | 2,588,771 |
Series B Preferred Stock [Member] | ||
EQUITY: | ||
Preferred Shares | 35 | 35 |
Total equity | 35 | 35 |
Series C Preferred Stock [Member] | ||
EQUITY: | ||
Preferred Shares | 69 | 69 |
Total equity | 69 | 69 |
Series D Preferred Stock [Member] | ||
EQUITY: | ||
Preferred Shares | 50 | 50 |
Total equity | 50 | 50 |
AOCI Attributable to Parent [Member] | ||
EQUITY: | ||
Total equity | $ 11,788 | $ 7,226 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Tenant and other receivables, allowance for doubtful accounts | $ 8,107,000 | $ 7,248,000 |
Intangible assets, accumulated amortization | $ 13,795,000 | $ 13,117,000 |
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 70,353,000 | 69,983,000 |
Common stock, shares outstanding | 70,353,000 | 69,983,000 |
Series B Preferred Stock [Member] | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 3,450,000 | 3,450,000 |
Preferred shares, outstanding | 3,450,000 | 3,450,000 |
Liquidation preference | $ 86,250,000 | $ 86,250,000 |
Series C Preferred Stock [Member] | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 6,900,000 | 6,900,000 |
Preferred shares, outstanding | 6,900,000 | 6,900,000 |
Liquidation preference | $ 172,500,000 | $ 172,500,000 |
Series D Preferred Stock [Member] | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
Preferred shares, outstanding | 5,000,000 | 5,000,000 |
Liquidation preference | $ 120,000,000 | $ 120,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 209 | 109 |
Real estate revenue: | ||
Base rent | $ 55,976 | $ 57,435 |
Expense reimbursements | 27,130 | 28,097 |
Percentage rent | 95 | 304 |
Lease termination revenue | 31 | 481 |
Other real estate revenue | 2,161 | 2,107 |
Total real estate revenue | 85,393 | 88,424 |
Other Nonoperating Income | 889 | 840 |
Total revenue | 86,282 | 89,264 |
Property operating expenses: | ||
CAM and real estate taxes | (29,396) | (29,952) |
Utilities | (3,909) | (3,823) |
Other property operating expenses | (3,400) | (3,205) |
Cost of Real Estate Revenue | 36,705 | 36,980 |
General and administrative expenses | (10,132) | (9,041) |
Depreciation and amortization | (34,030) | (31,758) |
Project costs and other expenses | (112) | (312) |
Operating Expenses | 80,979 | 78,091 |
Interest expense, net | (14,901) | (15,338) |
Costs and Expenses | 95,880 | 93,429 |
Loss before equity in income of partnerships, gain on sale of real estate by equity method investee, adjustment to gains on sales of interests in non operating real estate and losses on sales of interests in real estate, net | (9,598) | (4,165) |
Equity in income of partnerships | 3,138 | 3,736 |
Equity Method Investment, Realized Gain (Loss) on Disposal | 2,773 | 0 |
Gain (Loss) on Disposition of Business | (25) | 0 |
Gains (Losses) on Sales of Investment Real Estate | 0 | (57) |
Net loss | (3,712) | (486) |
Less: net loss attributable to noncontrolling interest | 394 | 52 |
Net loss attributable to PREIT | (3,318) | (434) |
Less: preferred share dividends | (6,844) | (6,205) |
Net loss attributable to PREIT common shareholders | (10,162) | (6,639) |
Net loss | (3,712) | (486) |
Noncontrolling interest | 394 | 52 |
Dividends on unvested restricted shares | (138) | (97) |
Income (Loss) from Continuing Operations Attributable to Parent | $ (10,300) | $ (6,736) |
Basic and diluted loss per share: | $ (0.15) | $ (0.10) |
Weighted average shares outstanding—basic | 69,601 | 69,218 |
Effect Of Common Share Equivalents | 0 | 0 |
Weighted average shares outstanding—diluted | 69,601 | 69,218 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 209 | 109 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Comprehensive income: | ||
Net loss | $ (3,712) | $ (486) |
Unrealized gain on derivatives | 4,828 | 1,710 |
Amortization of losses on settled swaps, net of gains | 275 | 125 |
Total comprehensive income | 1,391 | 1,349 |
Less: comprehensive income attributable to noncontrolling interest | (147) | (145) |
Comprehensive income attributable to PREIT | $ 1,244 | $ 1,204 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Shares of Beneficial Interest, $1.00 Par [Member] | Capital Contributed In Excess Of Par [Member] | AOCI Attributable to Parent [Member] | Distributions in Excess of Net Income [Member] | Non-controlling interest [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member]Distributions in Excess of Net Income [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] |
December 31, 2017 at Dec. 31, 2017 | $ 760,991 | $ 69,983 | $ 1,663,966 | $ 7,226 | $ (1,117,290) | $ 136,952 | $ 35 | $ 69 | $ 50 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (3,712) | (394) | ||||||||
Net Income (Loss), Excluding Portion Attributable to Noncontrolling Interest | (3,318) | |||||||||
Other comprehensive income | 5,103 | 4,562 | 541 | |||||||
Shares issued under employee compensation plans, net of shares retired | (195) | 370 | (565) | |||||||
Amortization of deferred compensation | 1,924 | 1,924 | ||||||||
Distributions paid to common shareholders ($0.21 per share) | (14,766) | (14,766) | ||||||||
Distributions paid to preferred shareholders | (1,590) | $ (1,590) | (3,105) | (2,149) | ||||||
Noncontrolling interests: | ||||||||||
Distributions paid to Operating Partnership unit holders ($0.21 per unit) | (1,737) | (1,737) | ||||||||
March 31, 2018 at Mar. 31, 2018 | $ 740,764 | $ 70,353 | $ 1,665,325 | $ 11,788 | $ (1,142,218) | $ 135,362 | $ 35 | $ 69 | $ 50 |
CONSOLIDATED STATEMENTS OF EQU8
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.21 |
Series B Preferred Stock [Member] | |
Preferred Stock, Dividends, Per Share, Cash Paid | 0.4609 |
Series C Preferred Stock [Member] | |
Preferred Stock, Dividends, Per Share, Cash Paid | 0.45 |
Series D Preferred Stock [Member] | |
Preferred Stock, Dividends, Per Share, Cash Paid | $ 0.4297 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Payments of Ordinary Dividends, Common Stock | $ 14,766 | $ 14,643 |
Payments for Capital Improvements | 13,568 | 12,504 |
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | 6,844 | 5,618 |
Gain (Loss) on Disposition of Business | 25 | 0 |
Increase (Decrease) in Lease Acquisition Costs | 2,172 | 1,667 |
Leasehold Improvements Cash Flow | 4 | 390 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Net loss | (3,712) | (486) |
Depreciation | 31,209 | 29,632 |
Amortization | 3,458 | 2,883 |
Straight-line rent adjustments | (823) | (738) |
Provision for doubtful accounts | 1,075 | 573 |
Amortization of deferred compensation | 1,924 | 1,497 |
Gain (Loss) on Sale of Properties | 57 | |
Equity in income of partnerships | (3,138) | (3,736) |
Proceeds from Equity Method Investment, Distribution | 2,742 | 3,771 |
Net cash provided by operating activities | 31,027 | 39,407 |
Change in assets and liabilities: | ||
Net change in other assets | 1,061 | 8,411 |
Net change in other liabilities | (21) | (2,457) |
Cash flows from investing activities: | ||
Additions to construction in progress | (3,119) | (16,178) |
Proceeds from Sale of Real Estate Held-for-investment | 41,736 | |
Equity Method Investment, Realized Gain (Loss) on Disposal | (2,773) | 0 |
Proceeds from Sale of Equity Method Investments | 19,727 | |
Proceeds from Equity Method Investment, Distribution, Return of Capital | 123,000 | |
Net cash provided by (used in) investing activities | 109,968 | (7,155) |
Payments to Acquire Interest in Subsidiaries and Affiliates | 13,896 | 18,152 |
Cash flows from financing activities: | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 166,345 | |
Proceeds from (Repayments of) Lines of Credit | (53,000) | (12,000) |
Repayments of Other Long-term Debt | 3,832 | 3,693 |
Payments to Noncontrolling Interests | 1,737 | 1,746 |
Proceeds from (Repayments of) Secured Debt | 10,185 | (150,000) |
Payment of deferred financing costs | (436) | (11) |
Value of shares of beneficial interest issued | 484 | 344 |
Value of shares retired under equity incentive plans, net of shares issued | (679) | (1,291) |
Net cash used in financing activities | (70,625) | (22,313) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | 70,370 | 9,939 |
Cash, cash equivalents, and restricted cash, end of period | 89,213 | |
Restricted Cash and Cash Equivalents | $ 104,323 | $ 39,804 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | BASIS OF PRESENTATION Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2017. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of other comprehensive income , consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. Our portfolio currently consists of a total of 29 properties located in 10 states and operating in nine states, including 21 shopping malls, four other retail properties and four development or redevelopment properties. We have one property under redevelopment classified as “retail” (redevelopment of The Gallery at Market East into Fashion District Philadelphia (“Fashion District Philadelphia”)). Three properties in our portfolio are classified as under development; however, we do not currently have any activity occurring at these properties. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of March 31, 2018 , we held an 89.5% controlling interest in the Operating Partnership, and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one-for-one basis, in some cases beginning one year following the respective issue dates of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of March 31, 2018 , the total amount that would have been distributed would have been $79.8 million , which is calculated using our March 29, 2018 (which was the last trading day in the first quarter of 2018) closing price on the New York Stock Exchange of $9.65 per share multiplied by the number of outstanding OP Units held by limited partners, which was 8,272,636 as of March 31, 2018 . We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). New Accounting Developments In May 2014, the Financial Accounting Standards Board ( the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . The objective of this new standard is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of this new standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU No 2016-08, which updates Topic 606 to clarify principal versus agent considerations (reporting revenue gross versus net). The adoption of this new standard did not have a significant impact on our consolidated financial statements. We adopted the standard effective January 1, 2018 using the modified retrospective approach, which requires a cumulative adjustment as of the date of the adoption, if applicable. We did not record any such cumulative adjustment in connection with the implementation of the new pronouncement. The new revenue recognition standard will not have a material effect on our property revenues, the majority of which are subject to accounting guidance for leases, and will be subject to ASC 2016-02 when we adopt that new standard effective January 1, 2019 (see below). We recognize revenue for property operations when earned. Property operating revenues are disaggregated on the consolidated statement of operations into the categories of base rent, expense reimbursements, percentage rent, lease termination revenue and other real estate revenue, primarily in the amounts that correspond to these different categories as documented in various tenant leases. The types of our revenues that will be impacted by the new standard include property management revenues for services performed for third-party owned properties and for certain of our joint ventures, and certain billings to tenants for reimbursement of property marketing expenses. We expect that the amount and timing of the revenues that are impacted by this standard will be generally consistent with our previous measurement methodology and pattern of recognition. Revenue from the reimbursement of marketing expenses, which is recorded in other property revenues in the consolidated statement of operations, is generated through tenant leases that require tenants to reimburse a defined amount of property marketing expenses. Our contract performance obligations are fulfilled throughout the calendar year when marketing expenditures are made for each property. Payments from the tenants are made on a regular periodic basis (usually monthly) as agreed upon within the respective leases. We aggregate the tenant payments for each property and defer income recognition if the reimbursements are lower than the aggregate marketing expenditures through that date. Deferred marketing reimbursement income is recorded in tenants’ deposits and deferred rent on the consolidated balance sheet, and was $0.6 million and $0.3 million as of March 31, 2018 and December 31, 2017, respectively. The marketing reimbursements are recognized as revenue at the time that the marketing expenditures occur. Marketing reimbursement revenue was $0.6 million , and $0.7 million for the three months ended March 31, 2018 and 2017, respectively. Property management revenue from management and development activities is generated through management contracts with third party owners of real estate properties or with certain of our joint ventures, and is recorded in other income in the consolidated statement of operations. In the case of management fees, our contract performance obligations are fulfilled at the time the management services are performed, which is usually on a monthly basis. Payments from the third party owners or joint ventures are usually made every month and generally not received in advance. Revenue is recognized on a monthly basis. In the case of development fees, these revenues are generated through development agreements with third parties or joint ventures. Our contract performance obligations are fulfilled each month as we perform certain stipulated development activities. Payments are generally made monthly, correspond to the volume of development activity or spending on the respective project and are not generally received in advance. Development fees are recognized as revenue, and are usually based upon spending levels or other activities, as defined in the respective agreements. Property management fee revenue for each of the three months ended March 31, 2018 and 2017 was $0.2 million . Development fee revenue for the three months ended March 31, 2018 and 2017 was $0.3 million and $0.1 million , respectively. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance. ASU 2017-05 focuses on recognizing gains and losses from the transfer of nonfinancial assets with noncustomers. It provides guidance as to the definition of an “in substance nonfinancial asset,” and provides guidance for sales of real estate, including partial sales. The Company adopted this new guidance effective January 1, 2018. This new guidance did not have a significant impact on our financial statements because all previous property sales were considered to be complete contracts and the related practical expedient was elected. We expect that future sale transactions will likely meet the criteria for full gain recognition on sale. This treatment is not different from our historical position when selling our entire interest in real estate properties; however, this historical treatment could be different in future partial sale transactions, should they occur. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company adopted ASU 2017-12 on January 1, 2018, utilizing a modified retrospective transition method in which the Company recognized the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of January 1, 2018 (the date of adoption). The adoption of this standard did not have a material impact on our consolidated financial statements. In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) , which provides guidance on the presentation of restricted cash or restricted cash equivalents within the statement of cash flows. Accordingly, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of ASU No. 2016-18 changed the presentation of the statement of cash flows for the Company and we utilized a retrospective transition method for each period presented within financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to reduce diversity in the practice of how certain transactions are classified in the statement of cash flows, including classification guidance for distributions received from equity method investments. The Company adopted this new standard effective January 1, 2018 using the retrospective transition method. The statement of cash flows for the three months ended March 31, 2017 has been restated to reflect the adoption of ASU 2016-15. Upon adoption, we changed the prior period presentation of the statement of cash flows for $0.7 million of cash distributions from partnerships that was previously presented within net cash used in investing activities to now be reflected within net cash provided by operating activities for the three-months ended March 31, 2017 using the nature of the distribution approach. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 will result in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet. Leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Lessor accounting for us and for our equity method investments will remain substantially similar to the current accounting. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02; such costs totaled approximately $5.3 million and $5.1 million for the years ended December 31, 2017 and 2016, respectively, of which $0.7 million and $1.0 million , respectively, represented leasing commissions paid to internal personnel for specific lease transactions, the capitalization of which is expected to continue to be permissible under the updated Topic 842. We will adopt ASU 2016-02 on January 1, 2019 using the modified retrospective approach required by the standard. We are currently evaluating the ultimate impact that the adoption of the new standard will have on our consolidated financial statements. |
Real Estate Activities
Real Estate Activities | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Real Estate Activities | REAL ESTATE ACTIVITIES Investments in real estate as of March 31, 2018 and December 31, 2017 were comprised of the following: (in thousands of dollars) As of March 31, As of December 31, Buildings, improvements and construction in progress $ 2,811,636 $ 2,808,622 Land, including land held for development 500,704 491,080 Total investments in real estate 3,312,340 3,299,702 Accumulated depreciation (1,141,914 ) (1,111,007 ) Net investments in real estate $ 2,170,426 $ 2,188,695 Capitalization of Costs The following table summarizes our capitalized interest, compensation, including commissions, and real estate taxes for the three months ended March 31, 2018 and 2017 : Three Months Ended (in thousands of dollars) 2018 2017 Development/Redevelopment Activities: Interest $ 1,625 $ 1,431 Compensation, including commissions 438 348 Real estate taxes 164 93 Leasing Activities: Compensation, including commissions 2,172 1,667 |
Investments in Partnerships
Investments in Partnerships | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Partnerships | INVESTMENTS IN PARTNERSHIPS The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of March 31, 2018 and December 31, 2017 : (in thousands of dollars) March 31, 2018 December 31, 2017 ASSETS: Investments in real estate, at cost: Operating properties $ 563,525 $ 612,689 Construction in progress 334,579 293,102 Total investments in real estate 898,104 905,791 Accumulated depreciation (200,286 ) (202,424 ) Net investments in real estate 697,818 703,367 Cash and cash equivalents 26,391 26,158 Deferred costs and other assets, net 31,466 34,345 Total assets 755,675 763,870 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 512,772 513,139 Term Loan, net 247,517 — Other liabilities 36,359 37,971 Total liabilities 796,648 551,110 Net investment (40,973 ) 212,760 Partners’ share (20,396 ) 106,886 PREIT’s share (20,577 ) 105,874 Excess investment (1) 13,870 13,081 Net investments and advances $ (6,707 ) $ 118,955 Investment in partnerships, at equity $ 90,188 $ 216,823 Distributions in excess of partnership investments (96,895 ) (97,868 ) Net investments and advances $ (6,707 ) $ 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.” We record distributions from our equity investments as cash from operating activities up to an amount equal to the equity in income of partnerships. Amounts in excess of our share of the income in the equity investments are treated as a return of partnership capital. The following table summarizes our share of equity in income of partnerships for the three months ended March 31, 2018 and 2017 : Three Months Ended (in thousands of dollars) 2018 2017 Real estate revenue $ 26,088 $ 28,168 Operating expenses: Property operating and other expenses (8,330 ) (8,704 ) Interest expense (5,734 ) (5,372 ) Depreciation and amortization (5,071 ) (5,855 ) Total expenses (19,135 ) (19,931 ) Net income 6,953 8,237 Partners’ share (3,824 ) (4,491 ) PREIT’s share 3,129 3,746 Amortization of and adjustments to excess investment, net 9 (10 ) Equity in income of partnerships $ 3,138 $ 3,736 Dispositions In February 2018, a partnership in which we hold a 50% ownership share sold its office condominium interest in 907 Market Street in Philadelphia, Pennsylvania for $41.8 million . The partnership recorded a gain on sale of $5.5 million , of which our share was $2.8 million . The partnership distributed to us proceeds of $19.7 million in connection with this transaction in February 2018, which is recorded in gain on sale of real estate by equity method investee in the accompanying consolidated statement of operations. Term Loan Activity In January 2018, we along with Macerich, our partner in the Fashion District Philadelphia redevelopment project, entered into a $250.0 million term loan (the “FDP Term Loan”). We own a 50% partnership interest in Fashion District Philadelphia. The FDP Term Loan matures in January 2023, and bears interest at a variable rate of LIBOR plus 2.00% . PREIT and Macerich have secured the FDP Term Loan by pledging their respective equity interests in the entities that own Fashion District Philadelphia. The entire $250.0 million available under the FDP Term Loan was drawn during the first quarter of 2018, and we received an aggregate of $123.0 million as distributions of our share of the draws. Mortgage Activity In February 2018, the mortgage loan secured by Pavilion at Market East in Philadelphia, Pennsylvania was amended and extended to February 2021 and bears interest at a variable rate of LIBOR plus 2.85% . We own a 40% partnership interest in Pavilion at Market East, which owns non-operating land held for development. In March 2018, the unconsolidated partnership that owns Gloucester Premium Outlets in Blackwood, New Jersey, in which we own a 25% partnership interest, entered into a $86.0 million interest only mortgage loan secured by the property, with an interest rate of LIBOR plus 1.50% and a maturity date of March 2022, with one option of the unconsolidated partnership to extend by 12 months. The proceeds were used to repay the existing $84.1 million mortgage loan plus accrued interest. Significant Unconsolidated Subsidiary We have a 50% ownership interest in Lehigh Valley Associates L.P. (“LVA”), which met the definition of a significant unconsolidated subsidiary for the year ended December 31, 2016. LVA did not meet the definition of a significant subsidiary as of or for the year ended December 31, 2017. The financial information of LVA is included in the amounts above. Summarized balance sheet information as of March 31, 2018 and December 31, 2017 , and summarized statement of operations information for the three months ended March 31, 2018 and 2017 for this entity, which is accounted for using the equity method, are as follows: As of (in thousands of dollars) March 31, 2018 December 31, 2017 Summarized balance sheet information Total assets $ 47,762 $ 43,850 Mortgage loan payable, net 197,941 199,451 Three Months Ended (in thousands of dollars) 2018 2017 Summarized statement of operations information Revenue $ 9,132 $ 8,809 Property operating expenses (2,405 ) (1,903 ) Interest expense (2,045 ) (1,869 ) Net income 4,026 4,203 PREIT’s share of equity in income of partnership 2,013 2,102 |
Financing Activity
Financing Activity | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Financing Activity | FINANCING ACTIVITY Credit Agreements We have entered into four credit agreements (collectively, as amended, the “Credit Agreements”), as further discussed in our Annual Report on Form 10-K for the year ended December 31, 2017: (1) the 2013 Revolving Facility, (2) the 2014 7-Year Term Loan, (3) the 2014 5-Year Term Loan, and (4) the 2015 5-Year Term Loan. The 2014 7-Year Term Loan, the 2014 5-Year Term Loan and the 2015 5-Year Term Loan are collectively referred to as the “Term Loans.” As of March 31, 2018 , we had borrowed the full $550.0 million available under the Term Loans in the aggregate, and no amounts were borrowed under the 2013 Revolving Facility (with $15.8 million pledged as collateral for letters of credit at March 31, 2018 ). The carrying value of the Term Loans on our consolidated balance sheet is net of $2.1 million of unamortized debt issuance costs. Interest expense and the deferred financing fee amortization related to the Credit Agreements for the three months ended March 31, 2018 and 2017 were as follows: Three Months Ended (in thousands of dollars) 2018 2017 2013 Revolving Facility Interest expense $ 365 $ 764 Deferred financing amortization 200 199 Term Loans Interest expense 4,286 2,835 Deferred financing amortization 191 187 Each of the Credit Agreements contains certain affirmative and negative covenants, which are identical to those contained in the other Credit Agreements, and which are described in detail in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . As of March 31, 2018 , we were in compliance with all financial covenants in the Credit Agreements. Following recent property sales, the net operating income (“NOI”) from our remaining unencumbered properties is at a level such that pursuant to Unencumbered Debt Yield covenant (as described in our Annual Report on Form 10-K for the year ended December 31, 2017 ), the maximum unsecured amount that was available for us to borrow under the 2013 Revolving Facility as of March 31, 2018 was $189.7 million . Amounts borrowed under the Credit Agreements bear interest at the rate specified below per annum, depending on our leverage, in excess of LIBOR, unless and until we receive an investment grade credit rating and provide notice to the administrative agent (the “Rating Date”), after which alternative rates would apply. In determining our leverage (the ratio of Total Liabilities to Gross Asset Value), the capitalization rate used to calculate Gross Asset Value is 6.50% for each property having an average sales per square foot of more than $500 for the most recent period of 12 consecutive months, and (b) 7.50% for any other property. The 2013 Revolving Facility is subject to a facility fee, which depends on leverage and is currently 0.25% , and is recorded in interest expense in the consolidated statements of operations. The following table presents the applicable margin for each level for the Credit Agreements: Applicable Margin Level Ratio of Total Liabilities 2013 Revolving Facility Term Loans 1 Less than 0.450 to 1.00 1.20% 1.35% 2 Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 1.25% 1.45% 3 Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 (1) 1.30% 1.60% 4 Equal to or greater than 0.550 to 1.00 1.55% 1.90% (1) The rate in effect at March 31, 2018 . Mortgage Loans The aggregate carrying values and estimated fair values of mortgage loans based on interest rates and market conditions at March 31, 2018 and December 31, 2017 were as follows: March 31, 2018 December 31, 2017 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 1,062.1 $ 1,023.0 $ 1,056.1 $ 1,029.7 (1) The carrying value of mortgage loans is net of unamortized debt issuance costs of $3.7 million and $3.4 million as of March 31, 2018 and December 31, 2017 , respectively. The mortgage loans contain various customary default provisions. As of March 31, 2018 , we were not in default on any of the mortgage loans. Mortgage Loan Activity In January 2018, we extended the $68.5 million mortgage loan secured by Francis Scott Key Mall in Frederick, Maryland to January 2022 , with an additional extension option to January 2023 . The rate on the mortgage loan is LIBOR plus 2.60% . In February 2018, we borrowed an additional $10.2 million on the mortgage loan secured by Viewmont Mall in Scranton, Pennsylvania. Following this borrowing, this mortgage loan has $67.2 million outstanding with an interest rate of LIBOR plus 2.35% and a maturity date of March 2021 . Interest Rate Risk We follow established risk management policies designed to limit our interest rate risk on our interest bearing liabilities, as further discussed in note 7 to our unaudited consolidated financial statements. |
Cash Flow Information
Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | CASH FLOW INFORMATION Cash paid for interest was $12.2 million (net of capitalized interest of $1.6 million ) and $13.5 million (net of capitalized interest of $1.4 million ) for the three months ended March 31, 2018 and 2017 , respectively. In our statement of cash flows, we show cash flows on our revolving facility on a net basis. Aggregate borrowings on our 2013 Revolving Facility were $0.0 million and $135.0 million for the three months ended March 31, 2018 and 2017 , respectively. Aggregate paydowns (excluding the non cash item discussed below) were $53.0 million and $147.0 million for the three months ended March 31, 2018 and 2017 , respectively. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. (in thousands of dollars) March 31, 2018 December 31, 2017 Cash and cash equivalents $ 89,213 $ 15,348 Restricted cash included in other assets 15,110 18,605 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 104,323 $ 33,953 Our restricted cash consists of cash held in escrow by banks for real estate taxes and other purposes. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Contractual Obligations As of March 31, 2018 , we had unaccrued contractual and other commitments related to our capital improvement projects and development projects of $133.5 million , including commitments related to the redevelopment of Fashion District Philadelphia, in the form of tenant allowances and contracts with general service providers and other professional service providers. 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. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES In the normal course of business, we are exposed to financial market risks, including interest rate risk on our interest bearing liabilities. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of financial instruments such as derivatives. We do not use financial instruments for trading or speculative purposes. Cash Flow Hedges of Interest Rate Risk For derivatives that have been designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in “Accumulated other comprehensive income” and subsequently reclassified into “Interest expense, net” in the same periods during which the hedged transaction affects earnings. As of March 31, 2018, all of our outstanding derivatives have been designated as cash flow hedges. We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. During the next 12 months, we estimate that $4.0 million will be reclassified as a decrease to interest expense in connection with derivatives. The recognition of these amounts could be accelerated in the event that we repay amounts outstanding on the debt instruments and do not replace them with new borrowings. Interest Rate Swaps As of March 31, 2018 , we had 29 interest rate swap agreements outstanding with a weighted average base interest rate of 1.48% on a notional amount of $748.6 million , maturing on various dates through December 2021 . We entered into these interest rate swap agreements in order to hedge the interest payments associated with our issuances of variable interest rate long term debt. The interest rate swap agreements are net settled monthly. Accumulated other comprehensive income as of March 31, 2018 includes a net loss of $0.4 million relating to forward starting swaps that we cash settled in prior years that are being amortized over 10 year periods commencing on the closing dates of the debt instruments that are associated with these settled swaps through August 2018. The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments designated as cash flow hedges of interest rate risk at March 31, 2018 and December 31, 2017 based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks. In the accompanying consolidated balance sheets, the carrying amount of derivative assets is reflected in “Deferred costs and other assets, net” and the carrying amount of derivative liabilities is reflected in “Accrued expenses and other liabilities.” Maturity Date Aggregate Notional Value at March 31, 2018 (in millions of dollars) Aggregate Fair Value at (1) (in millions of dollars) Aggregate Fair Value at (1) (in millions of dollars) Weighted Average Interest Interest Rate Swaps 2018 (2) N/A N/A $ — 2019 $ 250.0 $ 1.2 0.8 1.44 % 2020 100.0 2.5 1.9 1.23 % 2021 398.6 10.9 7.0 1.57 % Total $ 748.6 $ 14.6 $ 9.7 1.48 % _________________________ (1) As of March 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). (2) Three swaps matured in the first quarter of 2018. As of December 31, 2017, these swaps had a notional value that totaled $110.6 million , had a weighted average interest rate of 1.11% and a de minimus fair value. The tables below present the effect of derivative financial instruments on accumulated other comprehensive income and on our consolidated statements of operations for the three months ended March 31, 2018 and 2017 : For the three months ended March 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 2018 2017 Derivatives in Cash Flow Hedging Relationships Interest rate products $ 5.2 $ 1.0 $ (0.1 ) $ 0.8 For the three months ended March 31, (in millions of dollars) 2018 2017 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (14.9 ) $ (15.3 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ (0.1 ) $ 0.8 Credit-Risk-Related Contingent Features We have agreements with some of our derivative counterparties that contain a provision pursuant to which, if our entity that originated such derivative instruments defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. As of March 31, 2018 , we were not in default on any of our derivative obligations. We have an agreement with a derivative counterparty that incorporates the loan covenant provisions of our loan agreement with a lender affiliated with the derivative counterparty. Failure to comply with the loan covenant provisions would result in our being in default on any derivative instrument obligations covered by the agreement. As of March 31, 2018, we did not have any derivatives in a net liability position. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | BASIS OF PRESENTATION Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2017. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of other comprehensive income , consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. Our portfolio currently consists of a total of 29 properties located in 10 states and operating in nine states, including 21 shopping malls, four other retail properties and four development or redevelopment properties. We have one property under redevelopment classified as “retail” (redevelopment of The Gallery at Market East into Fashion District Philadelphia (“Fashion District Philadelphia”)). Three properties in our portfolio are classified as under development; however, we do not currently have any activity occurring at these properties. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of March 31, 2018 , we held an 89.5% controlling interest in the Operating Partnership, and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one-for-one basis, in some cases beginning one year following the respective issue dates of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of March 31, 2018 , the total amount that would have been distributed would have been $79.8 million , which is calculated using our March 29, 2018 (which was the last trading day in the first quarter of 2018) closing price on the New York Stock Exchange of $9.65 per share multiplied by the number of outstanding OP Units held by limited partners, which was 8,272,636 as of March 31, 2018 . We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). New Accounting Developments In May 2014, the Financial Accounting Standards Board ( the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . The objective of this new standard is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of this new standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU No 2016-08, which updates Topic 606 to clarify principal versus agent considerations (reporting revenue gross versus net). The adoption of this new standard did not have a significant impact on our consolidated financial statements. We adopted the standard effective January 1, 2018 using the modified retrospective approach, which requires a cumulative adjustment as of the date of the adoption, if applicable. We did not record any such cumulative adjustment in connection with the implementation of the new pronouncement. The new revenue recognition standard will not have a material effect on our property revenues, the majority of which are subject to accounting guidance for leases, and will be subject to ASC 2016-02 when we adopt that new standard effective January 1, 2019 (see below). We recognize revenue for property operations when earned. Property operating revenues are disaggregated on the consolidated statement of operations into the categories of base rent, expense reimbursements, percentage rent, lease termination revenue and other real estate revenue, primarily in the amounts that correspond to these different categories as documented in various tenant leases. The types of our revenues that will be impacted by the new standard include property management revenues for services performed for third-party owned properties and for certain of our joint ventures, and certain billings to tenants for reimbursement of property marketing expenses. We expect that the amount and timing of the revenues that are impacted by this standard will be generally consistent with our previous measurement methodology and pattern of recognition. Revenue from the reimbursement of marketing expenses, which is recorded in other property revenues in the consolidated statement of operations, is generated through tenant leases that require tenants to reimburse a defined amount of property marketing expenses. Our contract performance obligations are fulfilled throughout the calendar year when marketing expenditures are made for each property. Payments from the tenants are made on a regular periodic basis (usually monthly) as agreed upon within the respective leases. We aggregate the tenant payments for each property and defer income recognition if the reimbursements are lower than the aggregate marketing expenditures through that date. Deferred marketing reimbursement income is recorded in tenants’ deposits and deferred rent on the consolidated balance sheet, and was $0.6 million and $0.3 million as of March 31, 2018 and December 31, 2017, respectively. The marketing reimbursements are recognized as revenue at the time that the marketing expenditures occur. Marketing reimbursement revenue was $0.6 million , and $0.7 million for the three months ended March 31, 2018 and 2017, respectively. Property management revenue from management and development activities is generated through management contracts with third party owners of real estate properties or with certain of our joint ventures, and is recorded in other income in the consolidated statement of operations. In the case of management fees, our contract performance obligations are fulfilled at the time the management services are performed, which is usually on a monthly basis. Payments from the third party owners or joint ventures are usually made every month and generally not received in advance. Revenue is recognized on a monthly basis. In the case of development fees, these revenues are generated through development agreements with third parties or joint ventures. Our contract performance obligations are fulfilled each month as we perform certain stipulated development activities. Payments are generally made monthly, correspond to the volume of development activity or spending on the respective project and are not generally received in advance. Development fees are recognized as revenue, and are usually based upon spending levels or other activities, as defined in the respective agreements. Property management fee revenue for each of the three months ended March 31, 2018 and 2017 was $0.2 million . Development fee revenue for the three months ended March 31, 2018 and 2017 was $0.3 million and $0.1 million , respectively. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance. ASU 2017-05 focuses on recognizing gains and losses from the transfer of nonfinancial assets with noncustomers. It provides guidance as to the definition of an “in substance nonfinancial asset,” and provides guidance for sales of real estate, including partial sales. The Company adopted this new guidance effective January 1, 2018. This new guidance did not have a significant impact on our financial statements because all previous property sales were considered to be complete contracts and the related practical expedient was elected. We expect that future sale transactions will likely meet the criteria for full gain recognition on sale. This treatment is not different from our historical position when selling our entire interest in real estate properties; however, this historical treatment could be different in future partial sale transactions, should they occur. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company adopted ASU 2017-12 on January 1, 2018, utilizing a modified retrospective transition method in which the Company recognized the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of January 1, 2018 (the date of adoption). The adoption of this standard did not have a material impact on our consolidated financial statements. In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) , which provides guidance on the presentation of restricted cash or restricted cash equivalents within the statement of cash flows. Accordingly, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of ASU No. 2016-18 changed the presentation of the statement of cash flows for the Company and we utilized a retrospective transition method for each period presented within financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to reduce diversity in the practice of how certain transactions are classified in the statement of cash flows, including classification guidance for distributions received from equity method investments. The Company adopted this new standard effective January 1, 2018 using the retrospective transition method. The statement of cash flows for the three months ended March 31, 2017 has been restated to reflect the adoption of ASU 2016-15. Upon adoption, we changed the prior period presentation of the statement of cash flows for $0.7 million of cash distributions from partnerships that was previously presented within net cash used in investing activities to now be reflected within net cash provided by operating activities for the three-months ended March 31, 2017 using the nature of the distribution approach. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 will result in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet. Leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Lessor accounting for us and for our equity method investments will remain substantially similar to the current accounting. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02; such costs totaled approximately $5.3 million and $5.1 million for the years ended December 31, 2017 and 2016, respectively, of which $0.7 million and $1.0 million , respectively, represented leasing commissions paid to internal personnel for specific lease transactions, the capitalization of which is expected to continue to be permissible under the updated Topic 842. We will adopt ASU 2016-02 on January 1, 2019 using the modified retrospective approach required by the standard. We are currently evaluating the ultimate impact that the adoption of the new standard will have on our consolidated financial statements. |
Nature of Operations | Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2017. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of other comprehensive income , consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. Our portfolio currently consists of a total of 29 properties located in 10 states and operating in nine states, including 21 shopping malls, four other retail properties and four development or redevelopment properties. We have one property under redevelopment classified as “retail” (redevelopment of The Gallery at Market East into Fashion District Philadelphia (“Fashion District Philadelphia”)). Three properties in our portfolio are classified as under development; however, we do not currently have any activity occurring at these properties. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of March 31, 2018 , we held an 89.5% controlling interest in the Operating Partnership, and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one-for-one basis, in some cases beginning one year following the respective issue dates of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of March 31, 2018 , the total amount that would have been distributed would have been $79.8 million , which is calculated using our March 29, 2018 (which was the last trading day in the first quarter of 2018) closing price on the New York Stock Exchange of $9.65 per share multiplied by the number of outstanding OP Units held by limited partners, which was 8,272,636 as of March 31, 2018 . We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. |
Fair Value | Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). |
New Accounting Developments | New Accounting Developments In May 2014, the Financial Accounting Standards Board ( the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . The objective of this new standard is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of this new standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU No 2016-08, which updates Topic 606 to clarify principal versus agent considerations (reporting revenue gross versus net). The adoption of this new standard did not have a significant impact on our consolidated financial statements. We adopted the standard effective January 1, 2018 using the modified retrospective approach, which requires a cumulative adjustment as of the date of the adoption, if applicable. We did not record any such cumulative adjustment in connection with the implementation of the new pronouncement. The new revenue recognition standard will not have a material effect on our property revenues, the majority of which are subject to accounting guidance for leases, and will be subject to ASC 2016-02 when we adopt that new standard effective January 1, 2019 (see below). We recognize revenue for property operations when earned. Property operating revenues are disaggregated on the consolidated statement of operations into the categories of base rent, expense reimbursements, percentage rent, lease termination revenue and other real estate revenue, primarily in the amounts that correspond to these different categories as documented in various tenant leases. The types of our revenues that will be impacted by the new standard include property management revenues for services performed for third-party owned properties and for certain of our joint ventures, and certain billings to tenants for reimbursement of property marketing expenses. We expect that the amount and timing of the revenues that are impacted by this standard will be generally consistent with our previous measurement methodology and pattern of recognition. Revenue from the reimbursement of marketing expenses, which is recorded in other property revenues in the consolidated statement of operations, is generated through tenant leases that require tenants to reimburse a defined amount of property marketing expenses. Our contract performance obligations are fulfilled throughout the calendar year when marketing expenditures are made for each property. Payments from the tenants are made on a regular periodic basis (usually monthly) as agreed upon within the respective leases. We aggregate the tenant payments for each property and defer income recognition if the reimbursements are lower than the aggregate marketing expenditures through that date. Deferred marketing reimbursement income is recorded in tenants’ deposits and deferred rent on the consolidated balance sheet, and was $0.6 million and $0.3 million as of March 31, 2018 and December 31, 2017, respectively. The marketing reimbursements are recognized as revenue at the time that the marketing expenditures occur. Marketing reimbursement revenue was $0.6 million , and $0.7 million for the three months ended March 31, 2018 and 2017, respectively. Property management revenue from management and development activities is generated through management contracts with third party owners of real estate properties or with certain of our joint ventures, and is recorded in other income in the consolidated statement of operations. In the case of management fees, our contract performance obligations are fulfilled at the time the management services are performed, which is usually on a monthly basis. Payments from the third party owners or joint ventures are usually made every month and generally not received in advance. Revenue is recognized on a monthly basis. In the case of development fees, these revenues are generated through development agreements with third parties or joint ventures. Our contract performance obligations are fulfilled each month as we perform certain stipulated development activities. Payments are generally made monthly, correspond to the volume of development activity or spending on the respective project and are not generally received in advance. Development fees are recognized as revenue, and are usually based upon spending levels or other activities, as defined in the respective agreements. Property management fee revenue for each of the three months ended March 31, 2018 and 2017 was $0.2 million . Development fee revenue for the three months ended March 31, 2018 and 2017 was $0.3 million and $0.1 million , respectively. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance. ASU 2017-05 focuses on recognizing gains and losses from the transfer of nonfinancial assets with noncustomers. It provides guidance as to the definition of an “in substance nonfinancial asset,” and provides guidance for sales of real estate, including partial sales. The Company adopted this new guidance effective January 1, 2018. This new guidance did not have a significant impact on our financial statements because all previous property sales were considered to be complete contracts and the related practical expedient was elected. We expect that future sale transactions will likely meet the criteria for full gain recognition on sale. This treatment is not different from our historical position when selling our entire interest in real estate properties; however, this historical treatment could be different in future partial sale transactions, should they occur. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company adopted ASU 2017-12 on January 1, 2018, utilizing a modified retrospective transition method in which the Company recognized the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of January 1, 2018 (the date of adoption). The adoption of this standard did not have a material impact on our consolidated financial statements. In November 2016 the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) , which provides guidance on the presentation of restricted cash or restricted cash equivalents within the statement of cash flows. Accordingly, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption of ASU No. 2016-18 changed the presentation of the statement of cash flows for the Company and we utilized a retrospective transition method for each period presented within financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to reduce diversity in the practice of how certain transactions are classified in the statement of cash flows, including classification guidance for distributions received from equity method investments. The Company adopted this new standard effective January 1, 2018 using the retrospective transition method. The statement of cash flows for the three months ended March 31, 2017 has been restated to reflect the adoption of ASU 2016-15. Upon adoption, we changed the prior period presentation of the statement of cash flows for $0.7 million of cash distributions from partnerships that was previously presented within net cash used in investing activities to now be reflected within net cash provided by operating activities for the three-months ended March 31, 2017 using the nature of the distribution approach. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 will result in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet. Leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Lessor accounting for us and for our equity method investments will remain substantially similar to the current accounting. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02; such costs totaled approximately $5.3 million and $5.1 million for the years ended December 31, 2017 and 2016, respectively, of which $0.7 million and $1.0 million , respectively, represented leasing commissions paid to internal personnel for specific lease transactions, the capitalization of which is expected to continue to be permissible under the updated Topic 842. We will adopt ASU 2016-02 on January 1, 2019 using the modified retrospective approach required by the standard. We are currently evaluating the ultimate impact that the adoption of the new standard will have on our consolidated financial statements. |
Real Estate Activities (Tables)
Real Estate Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in real estate as of March 31, 2018 and December 31, 2017 were comprised of the following: (in thousands of dollars) As of March 31, As of December 31, Buildings, improvements and construction in progress $ 2,811,636 $ 2,808,622 Land, including land held for development 500,704 491,080 Total investments in real estate 3,312,340 3,299,702 Accumulated depreciation (1,141,914 ) (1,111,007 ) Net investments in real estate $ 2,170,426 $ 2,188,695 |
Real Estate Capitalized Costs [Table Text Block] | The following table summarizes our capitalized interest, compensation, including commissions, and real estate taxes for the three months ended March 31, 2018 and 2017 : Three Months Ended (in thousands of dollars) 2018 2017 Development/Redevelopment Activities: Interest $ 1,625 $ 1,431 Compensation, including commissions 438 348 Real estate taxes 164 93 Leasing Activities: Compensation, including commissions 2,172 1,667 |
Investments in Partnerships (Ta
Investments in Partnerships (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Investments | The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of March 31, 2018 and December 31, 2017 : (in thousands of dollars) March 31, 2018 December 31, 2017 ASSETS: Investments in real estate, at cost: Operating properties $ 563,525 $ 612,689 Construction in progress 334,579 293,102 Total investments in real estate 898,104 905,791 Accumulated depreciation (200,286 ) (202,424 ) Net investments in real estate 697,818 703,367 Cash and cash equivalents 26,391 26,158 Deferred costs and other assets, net 31,466 34,345 Total assets 755,675 763,870 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 512,772 513,139 Term Loan, net 247,517 — Other liabilities 36,359 37,971 Total liabilities 796,648 551,110 Net investment (40,973 ) 212,760 Partners’ share (20,396 ) 106,886 PREIT’s share (20,577 ) 105,874 Excess investment (1) 13,870 13,081 Net investments and advances $ (6,707 ) $ 118,955 Investment in partnerships, at equity $ 90,188 $ 216,823 Distributions in excess of partnership investments (96,895 ) (97,868 ) Net investments and advances $ (6,707 ) $ 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.” |
Summary of Share of Equity in Income of Partnerships | The following table summarizes our share of equity in income of partnerships for the three months ended March 31, 2018 and 2017 : Three Months Ended (in thousands of dollars) 2018 2017 Real estate revenue $ 26,088 $ 28,168 Operating expenses: Property operating and other expenses (8,330 ) (8,704 ) Interest expense (5,734 ) (5,372 ) Depreciation and amortization (5,071 ) (5,855 ) Total expenses (19,135 ) (19,931 ) Net income 6,953 8,237 Partners’ share (3,824 ) (4,491 ) PREIT’s share 3,129 3,746 Amortization of and adjustments to excess investment, net 9 (10 ) Equity in income of partnerships $ 3,138 $ 3,736 |
Financing Activity (Tables)
Financing Activity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of credit facility interest expense [Table Text Block] | Three Months Ended (in thousands of dollars) 2018 2017 2013 Revolving Facility Interest expense $ 365 $ 764 Deferred financing amortization 200 199 Term Loans Interest expense 4,286 2,835 Deferred financing amortization 191 187 |
Applicable Credit Spread Over Libor at Various Leverage Levels | Applicable Margin Level Ratio of Total Liabilities 2013 Revolving Facility Term Loans 1 Less than 0.450 to 1.00 1.20% 1.35% 2 Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 1.25% 1.45% 3 Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 (1) 1.30% 1.60% 4 Equal to or greater than 0.550 to 1.00 1.55% 1.90% |
Carrying and Fair Values of Mortgage Loans | The aggregate carrying values and estimated fair values of mortgage loans based on interest rates and market conditions at March 31, 2018 and December 31, 2017 were as follows: March 31, 2018 December 31, 2017 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 1,062.1 $ 1,023.0 $ 1,056.1 $ 1,029.7 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | Maturity Date Aggregate Notional Value at March 31, 2018 (in millions of dollars) Aggregate Fair Value at (1) (in millions of dollars) Aggregate Fair Value at (1) (in millions of dollars) Weighted Average Interest Interest Rate Swaps 2018 (2) N/A N/A $ — 2019 $ 250.0 $ 1.2 0.8 1.44 % 2020 100.0 2.5 1.9 1.23 % 2021 398.6 10.9 7.0 1.57 % Total $ 748.6 $ 14.6 $ 9.7 1.48 % _________________________ (1) As of March 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). |
Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations | The tables below present the effect of derivative financial instruments on accumulated other comprehensive income and on our consolidated statements of operations for the three months ended March 31, 2018 and 2017 : For the three months ended March 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 2018 2017 Derivatives in Cash Flow Hedging Relationships Interest rate products $ 5.2 $ 1.0 $ (0.1 ) $ 0.8 For the three months ended March 31, (in millions of dollars) 2018 2017 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (14.9 ) $ (15.3 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ (0.1 ) $ 0.8 |
Basis of Presentation Nature of
Basis of Presentation Nature of Operations (Details) | 3 Months Ended |
Mar. 31, 2018PropertyState | |
Real Estate Properties [Line Items] | |
Percentage of consolidated revenue having no single tenant | 10.00% |
Number of States in which Entity Operates | State | 10 |
Number of Real Estate Properties | 29 |
Mall [Member] | |
Real Estate Properties [Line Items] | |
Number of Real Estate Properties | 21 |
Retail Site [Member] | |
Real Estate Properties [Line Items] | |
Number of Real Estate Properties | 1 |
Strip And Power Center [Member] | |
Real Estate Properties [Line Items] | |
Number of Real Estate Properties | 4 |
Development Properties [Member] | |
Real Estate Properties [Line Items] | |
Number of Real Estate Properties | 4 |
Basis of Presentation Noncontro
Basis of Presentation Noncontrolling interest (Details) $ / shares in Units, $ in Millions | Mar. 31, 2018USD ($)$ / sharesshares |
Noncontrolling Interest [Line Items] | |
Closing share price | $ / shares | $ 9.65 |
Interest in the Operating Partnership | 89.50% |
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | $ | $ 79.8 |
Limited Partners' Capital Account, Units Outstanding | shares | 8,272,636 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Debt Instrument [Line Items] | |
Number of reportable segment | 1 |
Basis of Presentation New Accou
Basis of Presentation New Accounting Rules (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Deferred marketing reimbursement income | $ 0.6 | $ 0.3 | ||
Marketing reimbursement revenue | 0.6 | $ 0.7 | ||
Property Management Fee Revenue | 0.2 | 0.2 | ||
Construction Revenue | $ 0.3 | 0.1 | ||
Prior Period Reclassification Adjustment | $ 0.7 | |||
Cost which are not initial direct leasing costs | 5.3 | $ 5.1 | ||
Direct Leasing Commissions Capitalized | $ 0.7 | $ 1 |
Real Estate Activities - Invest
Real Estate Activities - Investments in Real Estate (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Investment [Line Items] | |||
Buildings, improvements and construction in progress | $ 2,811,636 | $ 2,808,622 | |
Land, including land held for development | 500,704 | 491,080 | |
Total investments in real estate | 3,312,340 | 3,299,702 | |
Accumulated depreciation | (1,141,914) | (1,111,007) | |
Net investments in real estate | 2,170,426 | $ 2,188,695 | |
Gains (Losses) on Sales of Investment Real Estate | $ 0 | $ (57) |
Real Estate Activities - Summar
Real Estate Activities - Summary of Capitalized Salaries, Commissions and Benefits, Real Estate Taxes and Interest (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Compensation, including commissions | Development/Redevelopment Activities [Member] | ||
Real Estate Capitalized Costs [Line Items] | ||
Real estate capitalized cost | $ 438 | $ 348 |
Capitalized Real Estate Taxes [Member] | Development/Redevelopment Activities [Member] | ||
Real Estate Capitalized Costs [Line Items] | ||
Real estate capitalized cost | 164 | 93 |
Interest | Development/Redevelopment Activities [Member] | ||
Real Estate Capitalized Costs [Line Items] | ||
Real estate capitalized cost | 1,625 | 1,431 |
Compensation, including commissions | Leasing Activities [Member] | ||
Real Estate Capitalized Costs [Line Items] | ||
Real estate capitalized cost | $ 2,172 | $ 1,667 |
Real Estate Activities Real Est
Real Estate Activities Real Estate Activities - Acquisitions and Dispositions(Details) - USD ($) $ in Thousands | Feb. 16, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||||
Real Estate Property Sale Price | $ 41,800 | |||
Proceeds from Real Estate and Real Estate Joint Ventures | $ 19,700 | |||
Deferred costs and other assets, net | $ 114,332 | $ 112,046 | ||
Gains (Losses) on Sales of Investment Real Estate | $ 0 | $ (57) | ||
Gain (Loss) on Sale of Properties | $ (57) |
Investments in Partnerships - S
Investments in Partnerships - Summary of Equity Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Total assets | $ 755,675 | $ 763,870 | |
Investments in real estate, at cost: | |||
Operating properties | 563,525 | 612,689 | |
Construction in progress | 334,579 | 293,102 | |
Total investments in real estate | 898,104 | 905,791 | |
Accumulated depreciation | (200,286) | (202,424) | |
Net investments in real estate | 697,818 | 703,367 | |
Cash and cash equivalents | 26,391 | 26,158 | |
Deferred costs and other assets, net | 31,466 | 34,345 | |
Total assets | 755,675 | 763,870 | |
LIABILITIES AND PARTNERS’ INVESTMENT: | |||
Mortgage loans payable, net | 512,772 | 513,139 | |
Long Term Debt Equity Method Investment, net | 247,517 | 0 | |
Other liabilities | 36,359 | 37,971 | |
Total liabilities | 796,648 | 551,110 | |
Net investment | (40,973) | 212,760 | |
Partners’ share | (20,396) | 106,886 | |
PREIT’s share | (20,577) | 105,874 | |
Excess investment | [1] | 13,870 | 13,081 |
Net investments and advances | (6,707) | 118,955 | |
Investment in partnerships, at equity | 90,188 | 216,823 | |
Distributions in excess of partnership investments | $ (96,895) | $ (97,868) | |
[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.” |
Investments in Partnerships Dis
Investments in Partnerships Dispositions (Details) $ in Millions | Feb. 16, 2018USD ($) |
Dispositions [Line Items] | |
Gain (Loss) on Disposition of Assets | $ 5.5 |
Gain (Loss) on Disposition of Other Assets | 2.8 |
Proceeds from Real Estate and Real Estate Joint Ventures | $ 19.7 |
Investments in Partnerships -31
Investments in Partnerships - Summary of Share of Equity in Income of Partnerships (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Real Estate Revenue Net Equity Method Investments | $ 26,088 | $ 28,168 | |
Total assets | 755,675 | $ 763,870 | |
Operating expenses: | |||
Property operating and other expenses | (8,330) | (8,704) | |
Interest expense | (5,734) | (5,372) | |
Depreciation and amortization | (5,071) | (5,855) | |
Total expenses | (19,135) | (19,931) | |
Net income | 6,953 | 8,237 | |
Partners’ share | (3,824) | (4,491) | |
PREIT’s share | 3,129 | 3,746 | |
Amortization of and adjustments to excess investment, net | 9 | (10) | |
Equity in income of partnerships | 3,138 | 3,736 | |
Lehigh Valley Associates, LP [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Summarized Financial Information, Revenue | 9,132 | 8,809 | |
Total assets | 47,762 | 43,850 | |
Equity Method Investment, Summarized Financial Information, Mortgages Payable | 197,941 | $ 199,451 | |
Equity Method Investment, Summarized Financial Information, Property Operating Expenses | (2,405) | (1,903) | |
Equity Method Investment, Summarized Financial Information, Interest Expense | (2,045) | (1,869) | |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | 4,026 | 4,203 | |
Equity Method Investment, Summarized Financial Information, Share of Equity in Income of Partnership | $ 2,013 | $ 2,102 |
Investments in Partnerships Mor
Investments in Partnerships Mortgage Loan Activity Partnerships (Details) - USD ($) $ in Thousands | Mar. 01, 2018 | Feb. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Proceeds from Equity Method Investment, Distribution | $ 2,742 | $ 3,771 | |||
Mortgage loans payable, net | 1,062,070 | $ 1,056,084 | |||
Payments of Financing Costs | 436 | $ 11 | |||
Fashion District Philadelphia [Member] | |||||
Debt Instrument [Line Items] | |||||
Loans Payable | $ 250,000 | ||||
Debt Instrument, Interest Rate Terms | LIBOR plus 2.00% | ||||
Proceeds from Equity Method Investment, Distribution | $ 123,000 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Gloucester Premium Outlets [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | LIBOR plus 1.50% | ||||
Equity Method Investment, Ownership Percentage | 25.00% | ||||
Mortgage Loans on Real Estate, Face Amount of Mortgages | $ 86,000 | ||||
Repayments of Long-term Debt | $ 84,100 | ||||
Pavilion [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | LIBOR plus 2.85% | ||||
Debt Instrument, Maturity Date | Feb. 1, 2021 | ||||
Equity Method Investment, Ownership Percentage | 40.00% |
Financing Activity - Additional
Financing Activity - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility, Description | We have entered into four credit agreements (collectively, as amended, the “Credit Agreements”), as further discussed in our Annual Report on Form 10-K for the year ended December 31, 2017: (1) the 2013 Revolving Facility, (2) the 2014 7-Year Term Loan, (3) the 2014 5-Year Term Loan, and (4) the 2015 5-Year Term Loan. The 2014 7-Year Term Loan, the 2014 5-Year Term Loan and the 2015 5-Year Term Loan are collectively referred to as the “Term Loans.” | ||
Term Loan Borrowing | $ 550,000,000 | ||
Maximum Unsecured Borrowing Amount Under Unencumbered Debt Yield Covenant | 189,700,000 | ||
Sales Per Square Foot | 500 | ||
Long-term Debt | $ 547,949,000 | $ 547,758,000 | |
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Capitalization Rates | 6.50% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Capitalization Rates | 7.50% | ||
2013 Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 15,800,000 | ||
Interest Expense, Debt, Excluding Amortization | 365,000 | $ 764,000 | |
Non-cash amortization of deferred financing fees | 200,000 | 199,000 | |
Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Interest Expense, Debt, Excluding Amortization | 4,286,000 | 2,835,000 | |
Non-cash amortization of deferred financing fees | 191,000 | $ 187,000 | |
Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 2,100,000 |
Financing Activity - Applicable
Financing Activity - Applicable Credit Spread Over Libor at Various Leverage Levels (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Minimum [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Capitalization Rates | 6.50% |
Maximum [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Capitalization Rates | 7.50% |
Ratio One [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2013 Revolving Credit Facility [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.20% |
Ratio One [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.35% |
Ratio Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2013 Revolving Credit Facility [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.25% |
Ratio Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | Seven Year Term Loan [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.45% |
Ratio Three [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2013 Revolving Credit Facility [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.30% |
Ratio Three [Member] | London Interbank Offered Rate (LIBOR) [Member] | Seven Year Term Loan [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.60% |
Ratio Four [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2013 Revolving Credit Facility [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.55% |
Ratio Four [Member] | London Interbank Offered Rate (LIBOR) [Member] | Seven Year Term Loan [Member] | |
Schedule Of Maximum Leverage Ratio [Line Items] | |
Stated Interest Rate | 1.90% |
Financing Activity - Carrying a
Financing Activity - Carrying and Fair Values of Mortgage Loans (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Mortgage loans, Carrying Value | $ 1,062,070 | $ 1,056,084 |
Mortgage loans, Fair Value | $ 1,023,000 | $ 1,029,700 |
Financing Activity - Mortgage L
Financing Activity - Mortgage Loan Activity (Detail) - USD ($) $ in Thousands | Feb. 20, 2018 | Jan. 19, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Mortgage Loan Activity [Line Items] | ||||
Mortgage loans payable, net | $ 1,062,070 | $ 1,056,084 | ||
Fashion District Philadelphia [Member] | ||||
Mortgage Loan Activity [Line Items] | ||||
Mortgage Loans on Real Estate, Renewed and Extended, Amount | $ 68,500 | |||
Debt Instrument, Maturity Date | Jan. 19, 2022 | |||
Debt Instrument, Interest Rate Terms | LIBOR plus 2.60% | |||
Viewmont Mall [Member] | ||||
Mortgage Loan Activity [Line Items] | ||||
Mortgage Loans on Real Estate, Renewed and Extended, Amount | $ 67,200 | |||
Debt Instrument, Maturity Date | Mar. 29, 2021 | |||
Debt Instrument, Interest Rate Terms | LIBOR plus 2.35% | |||
Mortgage Loans on Real Estate, Period Increase (Decrease) | $ 10,200 |
Financing Activity - Mortgage37
Financing Activity - Mortgage Loan Activity Additional Detail (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Mortgage Loan Activity [Line Items] | ||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.21 | |
Maximum Unsecured Borrowing Amount Under Unencumbered Debt Yield Covenant | $ 189.7 | |
Carrying Value Of Net Losses Associated With Interest Rate Swaps | 0.4 | |
Derivative, Notional Amount | 748.6 | |
Two Thousand Thirteen Revolving Credit Facility [Member] | ||
Mortgage Loan Activity [Line Items] | ||
Letters of Credit Outstanding, Amount | 15.8 | |
Secured Debt [Member] | ||
Mortgage Loan Activity [Line Items] | ||
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 3.7 | $ 3.4 |
Cash Flow Information - Additio
Cash Flow Information - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Significant Noncash Transactions [Line Items] | ||
Cash paid for interest | $ 12.2 | $ 13.5 |
Net of capitalized interest | 1.6 | 1.4 |
Line of credit facilities gross borrowings | 0 | 135 |
Line of credit facilities gross repayments | $ 53 | $ 147 |
Cash Flow Information Cash and
Cash Flow Information Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 89,213 | $ 15,348 | ||
Restricted Cash | 15,110 | 18,605 | ||
Restricted Cash and Cash Equivalents | $ 104,323 | $ 33,953 | $ 39,804 | $ 29,865 |
Commitments and Contingencies C
Commitments and Contingencies Contractual Obligations (Details) $ in Millions | Mar. 31, 2018USD ($) |
Construction in Progress [Member] | |
Other Commitments [Line Items] | |
Unaccrued Contractual And Other Commitments | $ 133.5 |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Derivative Instruments [Line Items] | |
Estimate increase to interest expense | $ 4 |
Derivative, notional amount | 748.6 |
Carrying Value Of Net Losses Associated With Interest Rate Swaps | $ 0.4 |
Interest Rate Swap [Member] | |
Derivative Instruments [Line Items] | |
Number of derivative, interest rate swap agreement | 29 |
Derivative, Weighted average interest rate | 1.48% |
Derivative, notional amount | $ 748.6 |
Settled Interest Rate Swaps [Member] | |
Derivative Instruments [Line Items] | |
Amortization Period of Deferred Gain (Loss) on Discontinuation of Fair Value Hedge | 10 years |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Detail) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Notional Amount | $ 748.6 | |
Interest Rate | 1.48% | |
Derivative, Fair Value, Net | $ 14.6 | $ 9.7 |
Interest Rate Swaps 2019 Maturity [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Notional Amount | $ 250 | |
Interest Rate | 1.44% | |
Derivative, Fair Value, Net | $ 1.2 | 0.8 |
Interest Rate Swaps 2020 Maturity [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Notional Amount | $ 100 | |
Interest Rate | 1.23% | |
Derivative, Fair Value, Net | $ 2.5 | 1.9 |
Interest Rate Swaps 2021 Maturity [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Notional Amount | $ 398.6 | |
Interest Rate | 1.57% | |
Derivative, Fair Value, Net | $ 10.9 | $ 7 |
Derivatives - Effect of Our Der
Derivatives - Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest Expense | $ 14,901,000 | $ 15,338,000 |
Derivatives in cash flow hedging relationships: | ||
Gain (loss) recognized in Other Comprehensive Income (Loss) on derivatives | 5,200,000 | 1,000,000 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ (100,000) | $ 800,000 |