Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||
Entity Central Index Key | 0000077281 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 17.4 | ||
Entity Common Stock, Shares Outstanding | 5,340,735 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 1-6300 | ||
Entity Incorporation, State or Country Code | PA | ||
Entity Tax Identification Number | 23-6216339 | ||
Entity Address, Address Line One | One Commerce Square | ||
Entity Address, Address Line Two | 2005 Market Street, Suite 1000 | ||
Entity Address, City or Town | Philadelphia | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19103 | ||
City Area Code | 215 | ||
Local Phone Number | 875-0700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to regulation 14A relating to its 2023 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Philadelphia, PA | ||
Auditor Firm ID | 243 | ||
Fair Value Measured at Net Asset Value Per Share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Shares of Beneficial Interest, par value $1.00 per share | ||
Trading Symbol | PRET | ||
Series B Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series B Preferred Shares, par value $0.01 per share | ||
Trading Symbol | PRETL | ||
Series C Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series C Preferred Shares, par value $0.01 per share | ||
Trading Symbol | PRETM | ||
Series D Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series D Preferred Shares, par value $0.01 per share | ||
Trading Symbol | PRETN |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
INVESTMENTS IN REAL ESTATE, at cost: | ||
Operating properties | $ 2,894,944 | $ 3,156,194 |
Construction in progress | 42,659 | 45,828 |
Land held for development | 2,058 | 4,339 |
Total investments in real estate | 2,939,661 | 3,206,361 |
Accumulated depreciation | (1,370,065) | (1,405,260) |
Net investments in real estate | 1,569,596 | 1,801,101 |
INVESTMENTS IN PARTNERSHIPS, at equity: | 7,845 | 16,525 |
OTHER ASSETS: | ||
Cash and cash equivalents | 22,937 | 43,852 |
Tenant and other receivables (net of allowance for doubtful accounts of $462 and $950 at December 31, 2022 and 2021, respectively) | 40,459 | 42,501 |
Intangible assets (net of accumulated amortization of $23,029 and $21,598 at December 31, 2022 and 2021, respectively) | 8,623 | 10,054 |
Deferred costs and other assets, net | 91,902 | 128,923 |
Assets held for sale | 61,767 | 8,780 |
Total assets | 1,803,129 | 2,051,736 |
LIABILITIES: | ||
Mortgage loans payable, net | 749,396 | 851,283 |
Term Loans, net | 976,903 | 959,137 |
Revolving Facilities | 22,481 | 54,549 |
Tenants’ deposits and deferred rent | 13,264 | 10,180 |
Distributions in excess of partnership investments | 93,136 | 71,570 |
Fair value of derivative instruments | 0 | 8,427 |
Accrued expenses and other liabilities | 69,846 | 89,331 |
Liabilities on assets held for sale | 2,539 | 212 |
Total liabilities | 1,927,565 | 2,044,689 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
EQUITY: | ||
Shares of beneficial interest, $1.00 par value per share; 13,333 shares authorized; 5,356 and 5,347 shares issued and outstanding at December 31, 2022 and 2021, respectively | 5,356 | 5,347 |
Capital contributed in excess of par | 1,858,675 | 1,851,866 |
Accumulated other comprehensive income (loss) | 3,282 | (8,830) |
Distributions in excess of net income | (1,980,693) | (1,832,375) |
Total equity (deficit) - Pennsylvania Real Estate Investment Trust | (113,226) | 16,162 |
Noncontrolling interest | (11,210) | (9,115) |
Total equity (deficit) | (124,436) | 7,047 |
Total liabilities and equity | 1,803,129 | 2,051,736 |
Series B Preferred Stock | ||
EQUITY: | ||
Preferred Shares | 35 | 35 |
Series C Preferred Stock | ||
EQUITY: | ||
Preferred Shares | 69 | 69 |
Series D Preferred Stock | ||
EQUITY: | ||
Preferred Shares | $ 50 | $ 50 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Tenant and other receivables, allowance for doubtful accounts | $ 462,000 | $ 950,000 |
Intangible assets, accumulated amortization | $ 23,029,000 | $ 21,598,000 |
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (in shares) | 25,000,000 | |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 13,333,000 | 13,333,000 |
Common stock, shares issued (in shares) | 5,356,000 | 5,347,000 |
Common stock, shares outstanding (in shares) | 5,356,000 | 5,347,000 |
Series B Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 3,450,000 | 3,450,000 |
Preferred shares, outstanding (in shares) | 3,450,000 | 3,450,000 |
Liquidation preference | $ 102,151,000 | $ 95,791,000 |
Series C Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 6,900,000 | 6,900,000 |
Preferred shares, outstanding (in shares) | 6,900,000 | 6,900,000 |
Liquidation preference | $ 203,550,000 | $ 191,130,000 |
Series D Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 5,000,000 | 5,000,000 |
Preferred shares, outstanding (in shares) | 5,000,000 | 5,000,000 |
Liquidation preference | $ 146,485,000 | $ 137,891,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Real estate revenue: | |||
Lease revenue | $ 271,751 | $ 270,065 | |
Expense reimbursements | 17,856 | 16,514 | |
Other real estate revenue | 5,719 | 9,290 | |
Total real estate revenue | 295,326 | 295,869 | |
Other income | 702 | 561 | |
Total revenue | 296,028 | 296,430 | |
Property operating expenses: | |||
CAM and real estate taxes | (107,026) | (105,933) | |
Utilities | (14,819) | (12,473) | |
Other property operating expenses | (9,469) | (9,176) | |
Total property operating expenses | (131,314) | (127,582) | |
Depreciation and amortization | (113,083) | (117,986) | |
General and administrative expenses | (43,760) | (49,570) | |
Other (expenses) income | (451) | 55 | |
Total operating expenses | (288,608) | (295,083) | |
Interest expense, net | (141,760) | (128,031) | |
Gain on debt extinguishment, net | 0 | 4,587 | |
Impairment of assets | (44,101) | (9,938) | |
Reorganization expenses | 0 | (267) | |
Total expenses | (474,469) | (428,732) | |
Equity in loss of partnerships | (6,145) | (3,732) | |
Gain (loss) on sales of interests in real estate | 10,829 | (1,180) | |
Gain (loss) on sale of equity method investment | 8,976 | 0 | |
Gain (loss) on sales of real estate by equity method investee | 0 | 1,337 | |
Gain on sales of non operating real estate | 10,527 | 10 | |
Gain on sale of preferred equity interest | 3,688 | 0 | |
Net loss | (150,566) | (135,867) | |
Less: net loss attributed to noncontrolling interest | 2,248 | 3,130 | |
Net loss attributable to PREIT | (148,318) | (132,737) | |
Less: preferred share dividends | (27,375) | (27,375) | |
Net loss attributable to PREIT common shareholders | $ (175,693) | $ (160,112) | |
Basic loss per share: | $ (33.06) | $ (30.56) | |
Diluted loss per share: | $ (33.06) | $ (30.56) | |
Weighted average shares outstanding-basic (in shares) | 5,314 | 5,240 | |
Effect of common share equivalents (in shares) | [1] | 0 | 0 |
Weighted average shares outstanding-diluted (in shares) | 5,314 | 5,240 | |
[1] The Company had net losses used to calculate earnings per share for the years ended December 31, 2022 and 2021. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for these periods because they would be anti-dilutive. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Comprehensive loss: | ||
Net loss | $ (150,566) | $ (135,867) |
Unrealized gain (loss) on derivatives | 12,254 | 11,999 |
Amortization of settled swaps | 11 | 11 |
Total comprehensive loss | (138,301) | (123,857) |
Less: comprehensive loss attributable to noncontrolling interest | 2,095 | 2,910 |
Comprehensive loss attributable to PREIT | $ (136,206) | $ (120,947) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Shares of Beneficial Interest, $1.00 Par | Capital Contributed in Excess of Par | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Net Income | Non- controlling interest | Series B Preferred Stock Preferred Stock | Series C Preferred Stock Preferred Stock | Series D Preferred Stock Preferred Stock |
Beginning balance at Dec. 31, 2020 | $ 126,940 | $ 4,684 | $ 1,846,630 | $ (20,620) | $ (1,699,638) | $ (4,270) | $ 35 | $ 69 | $ 50 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (135,867) | (132,737) | (3,130) | ||||||
Other comprehensive income | 12,010 | 11,790 | 220 | ||||||
Shares issued upon redemption of Operating Partnership units | 940 | 1,035 | (1,975) | ||||||
Shares issued under employee compensation plan, net of shares retired | (647) | (277) | (370) | ||||||
Amortization of deferred compensation | 4,571 | 4,571 | |||||||
Other distributions to noncontrolling interest, net | 40 | 40 | |||||||
Ending balance at Dec. 31, 2021 | 7,047 | 5,347 | 1,851,866 | (8,830) | (1,832,375) | (9,115) | 35 | 69 | 50 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (150,566) | (148,318) | (2,248) | ||||||
Other comprehensive income | 12,265 | 12,112 | 153 | ||||||
Shares issued upon redemption of Operating Partnership units | 1 | 1 | |||||||
Shares issued under employee compensation plan, net of shares retired | 4,235 | 9 | 4,226 | ||||||
Amortization of deferred compensation | 2,557 | 2,557 | |||||||
Proceeds from disgorgement of shareholder's short-swing profits | 25 | 25 | |||||||
Ending balance at Dec. 31, 2022 | $ (124,436) | $ 5,356 | $ 1,858,675 | $ 3,282 | $ (1,980,693) | $ (11,210) | $ 35 | $ 69 | $ 50 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (150,566) | $ (135,867) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 106,544 | 111,270 |
Amortization | 10,252 | 8,694 |
Straight-line rent adjustments | 563 | 261 |
Deferred compensation | 1,580 | 4,571 |
Gain on sale of preferred equity interest | (3,688) | 0 |
Gain on debt extinguishment, net | 0 | (4,587) |
Paid-in-kind interest | 60,865 | 48,243 |
Gain on hedge ineffectiveness | (33) | (2,866) |
(Gain) loss on sales of interests in real estate, net | (10,829) | 1,180 |
Gain on sale of equity method investment | (8,976) | 0 |
Gain on sale of real estate by equity method investee | 0 | (1,337) |
Gain on sales of interests in non-operating real estate | (10,527) | (10) |
Equity in loss of partnerships | 6,145 | 3,732 |
Cash distributions from partnerships | 6,535 | 4,828 |
Impairment of real estate assets | 44,101 | 9,938 |
Change in assets and liabilities: | ||
Net change in other assets | 21,595 | 17,632 |
Net change in other liabilities | (4,287) | 3,296 |
Net cash provided by operating activities | 69,274 | 68,978 |
Cash flows from investing activities: | ||
Cash proceeds from sales of real estate | 89,744 | 5,008 |
Investments in real estate improvements | (18,613) | (16,453) |
Additions to construction in progress | (4,494) | (8,238) |
Investments in partnerships | (633) | (1,698) |
Capitalized leasing costs | (200) | (234) |
Proceeds from sale of preferred equity interest | 2,438 | 0 |
Additions to leasehold improvements and corporate fixed assets | (91) | (93) |
Net cash provided by (used in) investing activities | 68,151 | (21,708) |
Cash flows from financing activities: | ||
Net repayments to the First Lien Revolving Facility | (32,068) | (281) |
Net repayments to term loans | (47,358) | (4,684) |
Repayments of finance lease liabilities | (721) | (689) |
Principal installments on mortgage loans | (35,651) | (25,527) |
Payment of deferred financing costs | (6,037) | (1,125) |
Repayments of mortgage loans | 0 | (135,155) |
Debt extinguishment | (38,169) | 0 |
Proceeds from mortgage loans | 0 | 127,685 |
Value of shares retired under equity incentive plans, net of shares issued | (809) | (648) |
Net cash used in financing activities | (160,813) | (40,424) |
Net change in cash, cash equivalents, and restricted cash | (23,388) | 6,846 |
Cash, cash equivalents, and restricted cash, beginning of period | 58,077 | 51,231 |
Cash, cash equivalents, and restricted cash, end of period | $ 34,689 | $ 58,077 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”), 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. As of December 31, 2022 , our portfolio consists of a total of 23 properties operating in eight states, including 19 shopping malls, three other retail properties and one devel opment property. The property in our portfolio that is classified as under development does not currently have any activity occurring. 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 December 31, 2022 , we held a 98.7 % 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 fifteen-for-one basis (as a result of our recent reverse share split (described below)), in some cases beginning one year following the respective issue date of the OP Units, and in other cases immediately. The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash. 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 n ature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, 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. Consolidation The accompanying consolidated financial statements include the Company's accounts and the accounts of the Operating Partnership and other controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity ("VIE") in accordance with Accounting Standards Codification ("ASC") 810, "Consolidation," in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIA are consolidated, otherwise they are accounted for as noncontrolling interests. The Operating Partnership meets the criteria as a VIE. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is also an obligation of the Operating Partnership. Current Economic and Industry Conditions, and Impact of COVID-19 Conditions in the economy have caused fluctuations and variations in business and consumer confidence, retail sales, and consumer spending on retail goods, destination dining and entertainment. In particular, current conditions in the economy have caused fluctuations in unemployment rates, and together with supply chain challenges, the current inflationary environment, overall economic uncertainty and the potential for recession, have impacted consumer confidence and spending. The economic factors have had corresponding effects on tenant business performance, prospects, solvency and leasing decisions. Further, traditional mall tenants, including department store anchors and smaller format retail tenants face significant challenges resulting from changing consumer expectations, the convenience of e-commerce shopping, the expansion of outlet centers, and declining mall traffic, among other factors. In recent years, there has been an increased level of tenant bankruptcies and store closings by tenants who have been significantly impacted by these factors. We anticipate that our future business, financial condition, liquidity and results of operations will continue to be materially impacted by these conditions. All of these factors have been exacerbated by the ongoing impact of the COVID-19 pandemic, the ongoing impact of which remains uncertain, and more recently by inflationary pressures and substantial increases in interest rates. Going Concern Considerations Under the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result of the considerations articulated below, we believe there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due over the next twelve months after the date that our financial statements are issued. Management specifically considered the two secured credit agreements (collectively, as amended, the “Credit Agreements”), further defined in Note 4, with a maturity date in December 2023 as an event or condition that raised substantial doubt about our ability to continue as a going concern. As of December 31, 2022, we had borrowed $ 332.1 million under the First Lien Term Loan, $ 647.1 million under the Second Lien Term Loan and $ 22.5 million under the First Lien Revolving Facility. In February 2023, we used net proceeds from an asset sale to pay down the First Lien Term Loan by $ 26.3 million. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. The Credit Agreements include several events of default as described in Note 4. Upon the occurrence of an event of default (except with respect to bankruptcy), the lenders may declare all of the obligations in connection with the applicable Credit Agreement (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) immediately due and payable and may terminate the lenders’ commitments thereunder. When the borrowings under the Credit Agreements come due and payable due to a default or at maturity in December 2023, the Company would not be able to satisfy its obligations. Management plans to work with the lender groups under the credit facilities and also explore other options to satisfy this obligation, however, any such relief involves performance by third parties and cannot be considered probably of occurring. Therefore, due to the inherent risks, unknown results and significant uncertainties associated with this matter and the direct correlation to our ability to satisfy our financial obligations that may arise over the applicable twelve month period, we are unable to conclude that it is probable that we will be able to meet our obligations arising within twelve months of the date of issuance of these financial statements under the parameters set forth in this accounting guidance. For our 2021 financial statements issued in March 2022, management specifically considered Fashion District Philadelphia’s Amended and Restated Term Loan Agreement (“FDP Loan Agreement”), which was scheduled to mature in January 2023. The FDP Loan Agreement included a quarterly covenant provision that was projected not to be met during 2022 and the Company projected that it would not be able to satisfy its obligations under its guarantee on the FDP Loan Agreement if required during 2022 as an event or condition that resulted in substantial doubt about our ability to continue as a going concern as disclosed within our 2021 financial statements. See Note 3 for 2022 activity pertaining to the FDP Loan Agreement. Partnership Investments We account for our investments in partnerships that we do not control using the equity method of accounting. These investments, each of which represents a 40 % to 50 % non controlling ownership interest at December 31, 2022, are recorded initially at our cost, and subsequently adjusted for our share of net equity in income or loss and cash contributions and distributions. We do not control any of these equity method investees for the following reasons: • Except for one property that we co-manage with our partner, the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly. • The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. • All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. • Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner. We do not have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner, in the event of any liquidation of such entity, and our rights as a tenant in common owner of certain unconsolidated properties. We hold legal title to a property owned by one of our unconsolidated partnerships through a tenancy in common arrangement. For this property, such legal title is held by us and another entity, and each has an undivided interest in title to the property. With respect to this property, under the applicable agreement between us and the other entity with an ownership interest, we and such other entity have joint control because decisions regarding matters such as the sale, refinancing, expansion or rehabilitation of the property require the approval of both us and the other entity owning an interest in the property. Hence, we account for this property like our other unconsolidated partnerships using the equity method of accounting. We record the earnings from the unconsolidated partnerships using the equity method of accounting in the consolidated statements of operations in the caption entitled “Equity in (loss) income of partnerships,” rather than consolidating the results of the unconsolidated partnerships with our results. Changes in our investments in these entities are recorded in the consolidated balance sheet caption entitled “Investments in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.” For further information regarding our unconsolidated partnerships, see Note 3. Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. We believe that our most significant and subjective accounting estimates and assumptions are those relating to asset impairment and fair value. Our management makes complex or subjective assumptions and judgments in applying its critical accounting policies. In making these judgments and assumptions, our management considers, among other factors, events and changes in property, market and economic conditions, estimated future cash flows from property operations, and the risk of loss on specific accounts or amounts. Revenue and Receivables We derive ov er 97 % of our revenue from tenant rent and other tenant-related activities. Tenant rent includes base rent, percentage rent, expense reimbursements (such a s reimbursements of costs of common area maintenance (“CAM”), real estate taxes and utilities), and the amortization of above-market and below-market lease intangibles (as described below under “Intangible Assets”). We record base rent on a straight-line basis, which means that the monthly base rent revenue according to the terms of our leases with our tenants is adjusted so that an average monthly rent is recorded for each tenant over the term of its lease, provided that it is probable that we will collect substantially all of the lease revenue that is due under the terms of the lease both at inception and on an ongoing basis. When collectability of lease revenue is not probable, leases are prospectively accounted for on a cash basis and any difference between the revenue that has been accrued and the cash collected from the tenant over the life of the lease is recognized as a current period adjustment to lease revenue. We review the collectability of our tenant receivables related to tenant rent including base rent, straight-line rent, expense reimbursements and other revenue or income by specifically analyzing billed and unbilled revenues, including straight-line rent receivable, and considering historical collection issues, tenant creditworthiness and current economic and industry trends. Our revenue recognition and receivables collectability analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payor, the basis for any disputes or negotiations with the payor, and other information that could affect collectability. When tenants vacate prior to the end of their le ase, we accelerate amortization of any related unamortized straight-line rent balances, and unamortized above-market and below-market intangible balances are amortized as a decrease or increase to real estate revenue, respectively. The straight-line rent adjustment decreased revenue by $ 0.5 million in the year ended December 31, 2022 and decreased revenue by $ 0.3 million in the year ended December 31, 2021. The straight-line rent receivable balances included in tenant and other receivables on the accompanying consolidated balance sheet as of December 31, 2022 and 2021 were $ 26.7 mi llion and $ 29.1 million, respectively. Percentage rent represents rental revenue that the tenant pays based on a percentage of its sales, either as a percentage of its total sales or as a percentage of sales over a certain threshold. In the latter case, we do not record percentage rent until the sales threshold has been reached. Revenue for rent received from tenants prior to their due dates is deferred until the period to which the rent applies. In addition to base rent, certain lease agreements contain provisions that require tenants to reimburse a fixed or pro rata share of certain CAM costs, real estate taxes and utilities. Tenants generally make monthly expense reimbursement payments based on a budgeted amount determined at the beginning of the year. We recognize fixed CAM revenue prospectively on a straight-line basis. We have elected the practical expedient to not separate non-lease components such as CAM and real estate reimbursements from the associated lease component (minimum rent). Instead, we account for the lease and non-lease components as a single component because such non-lease components would otherwise be accounted for under the new revenue guidance (ASC 606) and both (1) the timing and pattern of transfer are the same for the non-lease components and associated lease component, and (2) the lease component, if accounted for separately, would be classified as an operating lease. Certain lease agreements contain co-tenancy clauses that can change the amount of rent or the type of rent that tenants are required to pay, or, in some cases, can allow the tenant to terminate their lease, in the event that certain events take place, such as a decline in property occupancy levels below certain defined levels or the vacating of an anchor store. Co-tenancy clauses do not generally have any retroactive effect when they are triggered. The effect of co-tenancy clauses is applied on a prospective basis to recognize the new rent that is in effect. Payments made to tenants as inducements to enter into a lease are treated as deferred costs that are amortized as a reduction of rental revenue over the term of the related lease. Lease termination fee revenue is recognized in the period when a termination agreement is signed, collectability is assured, and the tenant has vacated the space. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when it is received. Utility reimbursement revenue is presented separate from rental revenue based on actual usage as the pattern of transfer is not aligned with the use of the property. Other real estate revenue includes income generated from seasonal events at our properties, partnership promotional initiatives, miscellaneous services to tenants and solar revenue. We also generate revenue by providing management services to third parties, including property management, brokerage, leasing and development. Management fees generally are a percentage of managed property revenue or cash receipts. Leasing fees are earned upon the consummation of new leases. Development fees are earned over the time period of the development activity and are recognized on the percentage of completion method. These activities are collectively included in “Other income” in the consolidated statements of operations. 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), fixed rate and variable rate debt (Level 2), and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). Financial Instruments Carrying amounts reported on the consolidated balance sheet for cash and cash equivalents, tenant and other receivables, accrued expenses, other liabilities and the First Lien Revolving Facility approximate fair value due to the short-term nature of these instruments. The Term Loans (see Note 4) bear interest at variable rates that fluctuate with market rates. The carrying values of the Term Loans approximate their respective fair values. Most of our variable rate debt is subject to interest rate derivative instruments that have effectively fixed the interest rates on the underlying debt. The estimated fair value for fixed rate debt, which is calculated for disclosure purposes, is based on the borrowing rates available to us for fixed rate mortgage loans with similar terms and maturities. Impairment of Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. During the year ended December 31, 2022, certain of our properties had triggering events due to various indicators of impairment, which led to impairment reviews and assessment of the undiscounted future cash flows. These properties passed our undiscounted future cash flow assessment except for Cumberland Mall and Plymouth Meeting Mall, which are shopping malls located in Vineland, New Jersey, and Plymouth Meeting, Pennsylvania, respectively. As a result of reduced holding period assumptions for each property, we recorded impairment losses on Cumberland Mall and Plymouth Meeting Mall. In connection with our review of our long-lived assets for impairment, we utilize qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels. The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. Our intent is to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. We will obtain a third party appraisal of the property as deemed necessary. Assessment of our ability to recover certain lease related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income. Real Estate Land, buildings, fixtures and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations or replacements, which improve or extend the life of an asset, are capitalized and depreciated over their estimated useful lives. For financial reporting purposes, properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 20 - 40 years Land improvements 15 years Furniture/fixtures 3 - 10 years Tenant improvements Lease term We are required to make subjective assessments as to the useful lives of our real estate assets for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those assets based on various factors, including industry standards, historical experience and the condition of the asset at the time of acquisition. These assessments affect our annual net income. If we were to determine that a different estimated useful life was appropriate for a particular asset, it would be depreciated over the newly estimated useful life, and, other things being equal, result in changes in annual depreciation expense and annual net income. We recognize gains from sales of real estate properties and interests in partnerships when an enforceable contract is in place, control of the asset transfers to a buyer and it is probable that we will collect the consideration due in exchange for transferring the asset. Real Estate Acquisitions We account for our property acquisitions by allocating the purchase price of a property to the property’s assets based on management’s estimates of their relative fair value. Debt assumed in connection with property acquisitions is recorded at fair value at the acquisition date, and any resulting premium or discount is amortized through interest expense over the remaining term of the debt, resulting in a non-cash decrease (in the case of a premium) or increase (in the case of a discount) in interest expense. The determination of the fair value of intangible assets requires significant estimates by management and considers many factors, including our expectations about the underlying property, the general market conditions in which the property operates and conditions in the economy. The judgment and subjectivity inherent in such assumptions can have a significant effect on the magnitude of the intangible assets or the changes to such assets that we record. Intangible Assets Our intangible assets on the accompanying consolidated balance sheets as of December 31, 2022 and 2021 each included $ 5.2 million (in each case, net of $ 1.1 million of amortization expense recognized prior to January 1, 2002) of goodwill recognized in connection with the acquisition of The Rubin Organization in 1997. Approximately $ 2.5 m illion of this goodwill balance is allocated to four equity method investees with negative investment balances. We allocate a portion of the purchase price of a property to intangible assets. Our methodology for this allocation includes estimating an “as-if vacant” fair value of the physical property, which is allocated to land, building and improvements. The difference between the purchase price and the “as-if vacant” fair value is allocated to intangible assets. There are three categories of intangible assets to be considered: (i) value of leases, (ii) above- and below-market value of in-place leases and (iii) customer relationship value, including operating covenants. The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases, as well as the value associated with lost rental revenue during the assumed lease-up period. The value of in-place leases is amortized as real estate amortization over the remaining lease term. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimates of fair market lease rates for comparable in-place leases, based on factors such as historical experience, recently executed transactions and specific property issues, measured over a period equal to the remaining non-cancelable term of the lease. Above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases, including any below-market optional renewal periods, and are included in “Accrued expenses and other liabilities” in the consolidated balance sheets. We allocate purchase price to customer relationship intangibles based on management’s assessment of the fair value of such relationships. The following table presents our intangible assets and liabilities, net of accumulated amortization, as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 Intangible Assets: Value of in-place lease intangibles, net $ 3,374 $ 4,805 Goodwill, net 5,249 5,249 Total intangible assets $ 8,623 $ 10,054 Intangible Liabilities: Below-market lease intangibles, |
Summery of Common Stock Share Activity | The following table summarizes the common stock share activity for the year ended December 31, 2022: Shares Balance at December 31, 2021 5,347 Shares issued under employee and trustee compensation plans, net of shares retired 8 Shares issued upon redemption of Operating Partnership units 1 Balance at December 31, 2022 5,356 |
Real Estate Activities
Real Estate Activities | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Real Estate Activities | 2. REAL ESTATE ACTIVITIES Investments in real estate as of December 31, 2022 and 2021 were comprised of the following: December 31, (in thousands of dollars) 2022 2021 Buildings, improvements and construction in progress $ 2,549,731 $ 2,762,675 Land, including land held for development 389,930 443,686 Total investments in real estate 2,939,661 3,206,361 Accumulated depreciation ( 1,370,065 ) ( 1,405,260 ) Net investments in real estate $ 1,569,596 $ 1,801,101 Impairment of Assets During the year ended December 31, 2022 , we recorded asset impairment losses of $ 44.1 million, which are recorded in “Impairment of assets” in the consolidated statements of operations. During the year ended December 31, 2021 , we recorded asset impairment losses of $ 9.9 million, which are recorded in “Impairment of assets” in the consolidated statements of operations. The assets that incurred impairment losses and the amount of such losses are as follows: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Plymouth Meeting Mall $ 39,256 $ — Cumberland Mall 4,845 — Exton Square Mall — 8,374 Valley View Center — 1,302 Monroe Marketplace — 262 Total impairment of assets $ 44,101 $ 9,938 Plymouth Meeting Mall During the year ended December 31, 2022 , we recorded a loss on impairment of assets on Plymouth Meeting Mall in Plymouth Meeting, Pennsylvania for a total of $ 39.3 million. We made the determination to reduce the holding period for Plymouth Meeting Mall as a result of our expectation to sell the property. This was a triggering event that led us to conduct an impairment analysis, which determined the fair value of the property to be below its carrying value. Exton Square Mall During the year ended December 31, 2021 , we recorded a loss on impairment of assets on Exton Square Mall in Exton, Pennsylvania of approximately $ 8.4 million. Subsequently, on March 14, 2022, we executed a purchase and sale agreement for Exton Square Mall for a total sales price of $ 28.8 million which was subsequently terminated. Exton Square Mall was classified as held for sale as of December 31, 2022. Dispositions Cumberland Mall In Se ptember 2022, we executed a purchase and sale agreement for Cumberland Mall in Vineland, New Jersey. This was identified as a triggering event as a result of our determination to reduce the holding period of the property. We classified the property as an asset held for sale and recorded an impairment loss of $ 4.8 million during the year ended December 31, 2022. In October 2022, we sold Cumberland Mall for $ 44.6 million, the proceeds of which were used to pay down debt as disclosed in Note 4. Valley View Mall Derecognition In August 2 020, a court order assigned a receiver to operate Valley View Mall in La Crosse, Wisconsin on behalf of the lender of the mortgage loan secured by the property. In May 2022, we conveyed the property as a result of a foreclosure sale. As such, in May 2022, the $ 27.2 million mortgage liability and corresponding contract asset in relation to the Valley View Mall property were written off. Other Property Dispositions A parce l of land located adjacent to Monroe Marketplace, a retail property that we used to own, which was classified as held for sale as of September 30, 2021, was sold in November 2021 for $ 1.0 million. As a result of a reduced holding period assumption, we recorded an impairment loss of $ 0.3 million on the land parcel due to excess carrying value over the sale price as of September 30, 2021. Valley View Center was a retail property we owned and is located adjacent to Valley View Mall in La Crosse, Wisconsin. In August 2021, the Company closed on the sale of Valley View Center for $ 3.5 million, which we had classified as held for sale as of June 30, 2021. As a result of a reduced holding period assumption, we recorded an impairment loss of $ 1.3 million on Valley View Center due to excess carrying value over the sale price as of June 30, 2021. In May 2021, the Company closed on the sale of a parcel of property at Moorestown Mall for $ 10.1 million. In connection with the sale, the Company paid a $ 9.0 million lease termination fee for a portion of the property that was under a lease agreement. The Company recorded a loss on sale of real estate of $ 1.0 million in connection with the sale. The Company used the net proceeds of $ 0.8 million from the sale to pay down its First Lien Term Loan, which is described in more detail in Note 4. In February 2022, we completed the redemption of preferred equity issued as part of a previous sale of our New Garden land parcel. In connection with this settlement, we received approximately $ 2.5 million, which funds were used to pay down our First Lien Revolving Facility and First Lien Term Loan. In connection with this transaction, we recorded a gain on sale of preferred equity of $ 3.7 million for the year ended December 31, 2022. In June 2022, we sold a parcel of land adjacent to Moorestown Mall in Moorestown, New Jersey for $ 11.8 million. We used net proceeds of $ 11.7 million from the sale to pay down our First Lien Revolving Facility and First Lien Term Loan. In connection with the sale, we recorded a gain of $ 8.8 million, which is included in gain on sales of non operating real estate in the consolidated statement of operations. In June 2022, we sold an outparcel at Francis Scott Key Mall in Frederick, Maryland for $ 2.4 million. We recorded a gain of $ 1.7 million in connection with the sale, which is included in gain on sale of interests in real estate in the consolidated statement of operations. We used net proceeds of $ 2.4 million from the sale to pay down its property mortgage. In August 2022, we sold two outparcels at The Mall at Prince George's in Hyattsville, Maryland for $ 2.4 million and Magnolia Mall in Florence, South Carolina for $ 0.9 million. We used net proceeds of approximately $ 3.2 million to pay down our First Lien Term Loan in August 2022. We recorded a total gain of $ 2.8 million in connection with the sales, which are included in gain on sale of interests in real estate in the consolidated statement of operations. In September 2022, we sold three outparcels at The Mall at Prince George's in Hyattsville, Maryland for $ 8.5 million. We used net proceeds of $ 8.2 million from the sale to pay down our First Lien Term Loan. We recorded a gain of $ 4.6 million in connection with the sale, which is included in gain on sale of interests in real estate in the consolidated statement of operations. In September 2022, we sold an outparcel at Moorestown Mall in Moorestown, New Jersey for $ 3.4 million. We used net proceeds of $ 3.1 million from the sale to pay down our First Lien Term Loan. We recorded a gain of $ 1.8 million in connection with the sale, which is included in gain on sales of non operating real estate in the consolidated statement of operations. In December 2022, we sold a retail space at Valley View Mall in La Crosse, Wisconsin for $ 2.6 million. We used net proceeds of $ 2.4 million from the sale to pay down our First Lien Term Loan and to pay down our revolver. We recorded a gain of $ 1.6 million in connection with the sale, which is included in gain on sales of operating real estate in the consolidated statement of operations. In February 2023, we sold a retail space at Plymouth Meeting Mall in Plymouth Meeting, Pennsylvania for $ 27.0 million. We used net proceeds of $ 26.3 million from the sale to pay down our First Lien Term Loan. Development Activities As of December 31, 2022 and 2021, we had capitalized amounts related to construction and development activities. The following table summarizes certain capitalized construction and development information for our consolidated properties as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 Construction in progress $ 42,659 $ 45,828 Land held for development 2,058 4,339 Deferred costs and other assets 7,862 6,058 Total capitalized construction and development activities $ 52,579 $ 56,225 Assets Classified as Held for Sale As of December 31, 2022, we had assets and liabilities of properties that have been classified as held for sale. The following table summarizes the assets and liabilities held for sale as of December 31, 2022: December 31, (in thousands of dollars) 2022 Assets held for sale: Operating properties $ 58,562 Tenant and other receivables, net of allowance 226 Other assets 2,979 Total assets held for sale $ 61,767 Liabilities held for sale: Accrued expenses and other liabilities $ ( 2,539 ) Total liabilities held for sale $ ( 2,539 ) |
Investments in Partnerships
Investments in Partnerships | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Partnerships | 3. INVESTMENTS IN PARTNERSHIPS The following table presents summarized financial information of our equity investments in unconsolidated partnerships as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 ASSETS: Investments in real estate, at cost: Operating properties $ 741,007 $ 847,560 Construction in progress 5,346 6,456 Total investments in real estate 746,353 854,016 Accumulated depreciation ( 237,791 ) ( 247,133 ) Net investments in real estate 508,562 606,883 Cash and cash equivalents 28,186 59,004 Deferred costs and other assets, net 142,929 155,247 Total assets 679,677 821,134 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 400,141 493,904 FDP Term Loan, net 104,427 194,602 Partnership Loans 214,008 115,543 Other liabilities 155,873 141,619 Total liabilities 874,449 945,668 Net investment ( 194,772 ) ( 124,534 ) Partners’ share ( 102,495 ) ( 62,771 ) PREIT’s share ( 92,277 ) ( 61,763 ) Excess investment (1) 6,986 6,718 Net investments and advances $ ( 85,291 ) $ ( 55,045 ) Investment in partnerships, at equity $ 7,845 $ 16,525 Distributions in excess of partnership investments ( 93,136 ) ( 71,570 ) Net investments and advances $ ( 85,291 ) $ ( 55,045 ) (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 (loss) income of partnerships.” We record distributions from our equity investments using the nature of the distribution approach. The following table summarizes our share of equity in loss of partnerships for the years ended December 31, 2022 and 2021: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Real estate revenue $ 109,390 $ 120,861 Expenses: Property operating and other expenses ( 45,805 ) ( 52,111 ) Interest expense (1) ( 51,319 ) ( 44,547 ) Depreciation and amortization ( 23,918 ) ( 29,200 ) Total expenses ( 121,042 ) ( 125,858 ) Net loss ( 11,652 ) ( 4,997 ) Less: Partners’ share 5,507 1,469 PREIT’s share ( 6,145 ) ( 3,528 ) Amortization of excess investment - ( 204 ) Equity in loss of partnerships $ ( 6,145 ) $ ( 3,732 ) (1) Net of capitalized interest expense of $ 8 thousand and $ 347 thousand for the year ended December 31, 2022 and 2021 , respectively. Fashion District Philadelphia Sale of 801 Market Street, Unit 202 In May 2021, PM Gallery LP, a Delaware limited partnership and joint venture entity owned indirectly by us and The Macerich Company (“Macerich”), sold, through a subsidiary, a portion of an asset at Fashion District Philadelphia (“FDP”) for $ 5.3 million. The sale resulted in a gain of $ 2.6 million for the joint venture, our share of which is $ 1.3 million at a 50 % share. The gain is recorded in gain on sales of real estate by equity method investee in our consolidated statements of operations for the year ended December 31, 2021. FDP Loan Agreement PM Gallery LP, a Delaware limited partnership and joint venture entity owned indirectly by us and The Macerich Company (“Macerich”), previously entered into a $ 250.0 million term loan in January 2018 (as amended in July 2019 to increase the total maximum potential borrowings to $ 350.0 million) to fund the redevelopment of Fashion District Philadelphia and to repay capital contributions to the venture previously made by the partners. On December 10, 2020, PM Gallery LP, together with certain other subsidiaries owned indirectly by us and Macerich (including the fee and leasehold owners of the properties that are part of the Fashion District Philadelphia project), entered into an Amended and Restated Term Loan Agreement (the “FDP Loan Agreement”). In connection with the execution of the FDP Loan Agreement, a $ 100.0 million principal payment was made (and funded indirectly by Macerich, the “Partnership Loan”) to pay down the existing loan, reducing the outstanding principal under the FDP Loan Agreement from $ 301.0 million to $ 201.0 million. In addition, subsequent payments were made on the FDP Loan Agreement as indicated below. The joint venture must repay the Partnership Loan plus 15 % accrued interest to Macerich, in its capacity as the lender, prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner. The FDP Loan Agreement provides for (i) a maturity date of January 22, 2024 , (having been extended by one year upon satisfaction of the required conditions to extension), (ii) an interest rate at the borrowers’ option with respect to each advance of either (A) the Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, and (c) the LIBOR Market Index Rate plus 1.00 %) plus 2.50 % or (B) LIBOR for the applicable period plus 3.50 %, (iii) a full recourse guarantee of 50 % of the borrowers’ obligations by PREIT Associates, L.P., on a several basis, (iv) a full recourse guarantee of certain of the borrowers’ obligations by The Macerich Partnership, L.P., up to a maximum of $ 50.0 million, on a several basis, (v) a pledge of the equity interests of certain indirect subsidiaries of PREIT and Macerich, as well as of PREIT-RUBIN, Inc. and one of its subsidiaries, that have a direct or indirect ownership interest in the borrowers, (vi) a non-recourse carve-out guaranty and a hazardous materials indemnity by each of PREIT Associates, L.P. and The Macerich Partnership, L.P., and (vii) mortgages of the borrowers’ fee and leasehold in terests in the properties that are part of the Fashion District Philadelphia project and certain other properties. In January 2023, the FDP Loan Agreement was amended to replace the interest rate benchmark from LIBOR to SOFR. The Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus one half ( 0.50 %) and (c) Adjusted Term SOFR for a one-month tenor plus one percent ( 1.00 %). The FDP Loan Agreement contains certain covenants typical for loans of its type. The FDP Loan Agreement had a balance of $ 104.4 million as of December 31, 2022. During 2022, the joint venture paid down the FDP Loan Agreement balance by $ 90.2 million in order to comply with the financial covenants. In January 2023, the joint venture paid down an additional $ 26.1 million of the FDP Loan Agreement balance to reach a debt yield ratio of 12 % and exercised its option to extend the FDP Loan Agreement maturity date to January 22, 2024 . If the joint venture fails to meet the debt yield covenant as of any quarter end measurement date and does not pay down the FDP Loan Agreement balance to achieve compliance, the balance could become due and payable at that time. The Company guarantees 50 % of the joint venture’s obligations under the FDP Loan Agreement, which is $ 39.2 million subsequent to the January 2023 paydown. Management projects that the Company would be able to satisfy its obligations if the FDP term loan would become due and payable by its maturity date. Joint Venture In connection with the execution of the FDP Loan Agreement, the governing structure of PM Gallery LP was modified such that, effective as of January 1, 2021, Macerich is responsible for the entity’s operations and, subject to limited exceptions, controls major decisions. The Company considered the changes to the governing structure of PM Gallery LP and determined the investment qualifies as a variable interest entity and will continue to be accounted for under the equity method of accounting. Our maximum exposure to losses is limited to the extent of our investment, which is a 50% ownership, and the guarantee under the FDP Loan Agreement as noted above. Mortgage Loans of Unconsolidated Properties Mortgage loans, which are secured by six o f the u nconsolidated properties (including one property under development), are due in installments over various terms extending to the year 2031 . Six o f the mortgage loans bear interest at a fixed interest rate. The balances of the fixed interest rate mortgage loans have interest rates that r ange from 3.20 % to 5.50 % and had a weighted average interest rate of 4.11 % a t December 31, 2022. The liability under each m ortgage loan is limited to the unconsolidated partnership that owns the particular property. The property total of principal payments due in the next five years and thereafter is as follows: (in thousands of dollars) Property 2023 $ 82,462 2024 7,675 2025 61,848 2026 8,323 2027 and thereafter 241,850 Total principal payments 402,158 Less: Unamortized debt issuance costs 2,017 Carrying value of mortgage notes payable $ 400,141 Mortgage Loan Activity Pavilion at Market East In October 2022, the Company's unconsolidated subsidiary completed a refinance of its mortgage loan securing a new mortgage for its property at Pavilion at Market East. The $ 8.75 million mortgage has a 3-year term, maturing in October 2025 , with two one-year extension options. The loan has a fixed interest rate of 5.5 %. In May 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at Pavilion at Market East. The $ 7.6 million mortgage had a 2-year term, maturing in May 2023 . The loan had interest only payments until May 2022 at a variable rate of the greater of (a) one month LIBOR plus 3.5 % or (b) 4.0 %. Red Rose Commons On June 30, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at Red Rose Commons. The $ 34.0 million mortgage has a 10-year term, maturing on July 6, 2031 at a fixed interest rate of 3.3 %. The Court at Oxford Valley 55.0 million mortgage has a 10-year term, maturing on July 1, 2031 . The loan has interest only payments until August 2024 at a fixed interest rate of 3.2 %. Dispositions Gloucester Premium Outlets On March 1 , 2022, the Company’s unconsolidated subsidiary exercised its one-year extension option of its mortgage loan securing its property at Gloucester Premium Outlets. The $ 86.0 million l oan maturing on March 1, 2023 has a variable interest rate. In June 2022, we sold our 25 % interest in the Gloucester Premium Outlets located in Blackwood, New Jersey for total consideration of $ 35.4 million, subject to customary working capital adjustments, consisting of $ 14.1 million in cash and $ 21.4 million in debt assumption. We recorded a gain of $ 9.1 million in connection with the sale and used net proceeds of $ 14.0 million from the sale to pay down our First Lien Revolving Facility and First Lien Term Loan. Subsequent to the closing of the transaction, the working capital adjustment was finalized and the gain on sale of equity method investment was reduced by $ 0.1 million and net cash of $ 0.1 million was remitted by the Company. |
Financing Activity
Financing Activity | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Financing Activity | 4 . FINANCING ACTIVITY Credit Agreements On December 10, 2020 we entered into the Credit Agreements: (a) an Amended and Restated First Lien Credit Agreement (the “First Lien Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”) and the other financial institutions signatory thereto and their assignees, for secured loan facilities consisting of: (i) a secured first lien revolving credit facility allowing for borrowings up to $ 130.0 million, including a sub-facility for letters of credit to be issued thereunder in an aggregate stated amount of up to $ 10.0 million (collectively, the “First Lien Revolving Facility”), and (ii) a $ 384.5 million secured first lien term loan facility (the “First Lien Term Loan Facility”), and (b) a Second Lien Credit Agreement (the “Second Lien Credit Agreement”), as amended February 8, 2021 with Wells Fargo Bank and the other financial institutions signatory thereto and their assignees for a $ 535.2 million secured second lien term loan facility (the “Second Lien Term Loan Facility”). The Credit Agreements mature in December 2022 , and as extended, to December 2023. The First Lien Term Loan Facility and the Second Lien Term Loan Facility are collectively referred to as the “Term Loans.” As of December 31, 2022, we had borrowed $ 332.1 million under the First Lien Term Loan, $ 647.1 million under the Second Lien Term Loan and $ 22.5 million under the First Lien Revolving Facility. The carrying value of the Term Loans on our consolidated balance sheet as of December 31, 2022 is net of $ 2.3 million of unamortized debt issuance costs. The maximum amount that was available to us under the First Lien Revolving Facility as of December 31, 2022 was $ 107.5 million. In February 2023, we used net proceeds from the sale of retail space at Plymouth Meeting Mall to pay down our First Lien Term Loan by $ 26.3 million. Wilmington Savings Fund Society, FSB is Administrative Agent under the First Lien Credit Agreement, the Second Lien Credit Agreement and, in each case, the related loan documents. There is currently no letter of credit issuer under the First Lien Revolving Facility, accordingly, the Company cannot currently access the letters of credit sub-facility. Interest expense and deferred financing fee amortization related to the Credit Agreements for the years ended December 31, 2022 and 2021 were as follows: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Revolving Facilities: Interest expense (1) $ 1,817 $ 2,222 Deferred financing amortization 1,113 1,194 Term Loans: Interest expense (2) 91,980 84,594 Deferred financing amortization 6,683 7,130 (1) All of the expense applied to the First Lien Revolving Facility. (2) All of the expense applied to the Term Loans, of which $ 60.9 million and $ 48.2 million, for the year ended December 31, 2022 and 2021 , respectively, was for the Second Lien Term Loan Facility and was not paid in cash, but capitalized to the principal balance of the loan. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. Our obligations under the Credit Agreements and the guaranties are secured by mortgages and deeds of trust on a portfoli o of 10 of our subsidiaries’ properties, including nine malls and one additional parcel. The obligations are further secured by a lien on substantially all of our personal property pursuant to collateral agreements and a pledge of substantially all of the equity interests held by us and the guarantors, pursuant to pledge agreements, in each case subject to limited exceptions. In December 2022, we exercised our option and satisfied the conditions to extend the maturity date of our Credit Agreements, such that it is now December 10, 2023 (the “Maturity Date”). The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default prov isions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. First Lien Credit Agreement Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 % and (c) the LIBOR Market Index Rate plus 1.0 %, provided that the Base Rate will not be less than 1.50 % per annum, in each case plus (w) for revolving loans, 2.50 % per annum, and (x) for term loans, 4.74 % per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50 % per annum, and (z) for term loans, 5.74 % per annum, in each case, provided that LIBOR will not be less than 0.50 % per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30 -day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the First Lien Credit Agreement, including an unused fee for the account of the revolving lenders, which will accrue (i) 0.35 % per annum on the daily amount of the unused revolving commitments when that amount is greater than or equal to 50 % of the aggregate amount of revolving commitments, and (ii) 0.25 % when that amount is less than 50 % of the aggregate amount of revolving commitments. Accrued and unpaid unused fees will be payable quarterly in arrears during the term of the First Lien Credit Agreement and on the revolving termination date (or any earlier date of termination of the revolving commitments or reduction of the revolving commitments to zero). Letters of credit and the proceeds of revolving loans may be used (i) to refinance indebtedness under the Bridge Credit Agreement (which agreement was cancelled and refinanced upon our entry into the Credit Agreements), (ii) for working capital and general corporate purposes (subject to certain exceptions set forth in the First Lien Credit Agreement, including limitations on investments in non-borrowing base properties), and (iii) to fund professional fee payments and other fees and expenses subject to the provisions of the Plan and related confirmation order and for other uses permitted by the provisions of the First Lien Credit Agreement, Plan and confirmation order, in each case consistent with an approved annual business plan. We may terminate or reduce the amount of the revolving commitments at any time and from time to time without penalty or premium, subject to the terms of the First Lien Credit Agreement. The First Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the Second Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.” Second Lien Credit Agreement Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 % and (c) the LIBOR Market Index Rate plus 1.0 %, provided that the Base Rate will not be less than 1.50 % per annum, in each case plus 7.00 % per annum. LIBOR Loans bear interest at LIBOR plus 8.00 % per annum, provided that LIBOR will not be less than 0.50 % per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our obligations under the First Lien Credit Agreement and any other senior debt obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement. The proceeds of loans under the Second Lien Credit Agreement were used to refinance existing indebtedness. The Second Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the First Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.” On February 8, 2021, the Company entered into the first amendment to the Second Lien Credit Agreement (“First Amendment”). The First Amendment provided for elimination of approximately $ 5.3 million of the disputed default interest that was capitalized into the principal balance of the Second Lien Term Loan Facility on the effective date thereof, reducing the outstanding principal amount of loans outstanding under the Second Lien Credit Agreement, retroactively, as of December 10, 2020, to $ 535.2 million. The First Amendment also eliminated the disputed PIK interest that was capitalized through the date of the amendment. Similar Terms of the Credit Agreements Each of the Credit Agreements contains certain affirmative and negative covenants and other provisions, as described in detail below, which substantially align with those contained in the other Credit Agreements. Covenants Each of the Credit Agreements contains, among other restrictions, certain affirmative and negative covenants, including, without limitation, requirements that we: • maintain liquidity of at least $ 25.0 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements, up to $ 5.0 million held in a certain other deposit account excluded from the collateral, the unused revolving loan commitments under the First Lien Credit Agreement (to the extent available to be drawn), and amounts on deposit in a designated collateral proceeds account and amounts on deposit in a cash collateral account; • maintain a minimum senior debt yield of 11.35 % from and after June 30, 2021; • maintain a minimum corporate debt yield of (a) 6.50 % from June 30, 2021 through and including September 30, 2021 and (b) 7.25 % from and after October 1, 2021; • provide to the administrative agent, among other things, PREIT and its subsidiaries’ quarterly and annual financial statements, annual budget, reports on projected sources and uses of cash, and an updated annual business plan, as well as quarterly and annual operating statements, rent rolls, and certain other collections and tenant reports and information as the administrative agent may reasonably request with respect to each Borrowing Base Property; • maintain PREIT’s status as a REIT; • use commercially reasonable efforts to obtain subordination, non-disturbance and attornment agreements from each tenant under certain Major leases as well as ground lease estoppel certificates from each ground lessor of a borrowing base property; • comply with the requirements of the various security documents and, at the administrative agent’s request, promptly notify the administrative agent of any acquisition of any owned real property that is not subject to a mortgage and grant liens on such real property to secure our obligations under the applicable Credit Agreement; • not amend any existing sale agreements with respect to borrowing base properties to result in a reduction of cash consideration by 20% or more; and • not retain more than $ 6.5 million of cash in property-level accounts held by our subsidiaries that are owners of real property (subject to certain exceptions). Each of the Credit Agreements also limits our ability, subject to certain exceptions, to make certain restricted payments (including payments of dividends and voluntary prepayments of certain indebtedness which includes, with respect to the First Lien Credit Agreement, voluntary prepayments under the Second Lien Credit Agreement), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate or sell all or substantially all of our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into transactions with affiliates, or enter into derivatives contracts. We are also prohibited from selling certain properties unless certain conditions are satisfied with respect to the terms of the sale agreement for such property or, in the case of Borrowing Base Properties, payment of certain release prices. The First Lien Credit Agreement and, after our Senior Debt Obligations are discharged, the Second Lien Credit Agreement, each prohibit us from (i) entering into major leases, (ii) assigning leases, (iii) discounting any rent under leases where the leased premises is at least 7,500 square feet at a borrowing base property and the discounted amount is more than $ 750,000 and more than 25 % of the aggregate contractual base rent payable over the initial term (not including any extension options), (iv) collecting rent in advance, (v) terminating or modifying the terms of any major lease or releasing or discharging tenants from any obligations thereunder, (vi) consenting to a tenant’s assignment or subletting of a major lease, or (vii) subordinating any lease to any other deed of trust, mortgage, deed to secure debt or encumbrance, other than the mortgages already encumbering the applicable borrowing base property and the mortgages entered into in connection with the other Credit Agreement. Under the First Lien Credit Agreement and, under the Second Lien Credit Agreement after the First Lien Termination Date, any amounts equal to or greater than $ 2.5 million but less than $ 3.5 million received by or on behalf of a guarantor in consideration of any termination or modification of a lease (or the release or discharge of a tenant) are subject to restrictions on use, and such amounts that are equal to or greater than $ 3.5 million must be applied to reduce our outstanding obligations under the applicable Credit Agreement. As of December 31, 2022, we were in compliance with all financial covenants under the Credit Agreements. Voluntary and Mandatory Prepayments Subject to certain conditions, we may prepay loans under the First Lien Credit Agreement, and under the Second Lien Credit Agreement after the First Lien Termination Date, without premium or penalty. Under the First Lien Credit Agreement, if at any time the aggregate principal amount of all outstanding revolving loans, together with the aggregate amount of all letter of credit liabilities, exceeds the aggregate amount of the revolving commitments, we must make a payment of that excess amount. Under the First Lien Credit Agreement, at any time, and under the Second Lien Credit Agreement, at any time after the First Lien Termination Date, if we receive net cash proceeds from certain capital events, subject to certain exceptions, we must prepay loans under the applicable Credit Agreement (and under the First Lien Credit Agreement, we must either prepay loans or cash collateralize the letter of credit liabilities or specified derivatives obligations, as applicable) as follows: • in the event of any debt issuance, in an amount equal to 100 % of net cash proceeds; • in the event of any equity issuance, in an amount equal to 50 % of net cash proceeds (with the other 50 % of such net cash proceeds required to prepay the loans (under the First Lien Credit Agreement, the revolving loans) or be deposited into a designated collateral proceeds account); • in the event of any asset disposition (other than an asset disposition of all or any portion of a borrowing base property), in an amount equal to 70 % of net cash proceeds (with the other 30 % of net cash proceeds required to either prepay the loans (under the First Lien Credit Agreement, the revolving loans) or be deposited into a designated collateral proceeds account); • in the event of any insurance and condemnation event with respect to collateral that is not a borrowing base property, 100 % of net cash proceeds, except for such amounts that we have elected to reinvest for reconstruction of property in accordance with the terms of the applicable Credit Agreement; and • in the event of any insurance and condemnation event at a borrowing base property, all net cash proceeds at the request of the administrative agent, provided that the administrative agent is required to release all or a portion of the funds to us for specified uses depending on the amount of net cash proceeds. In the event of certain non-guarantor prepayment events resulting in the receipt of net cash proceeds by a borrower or guarantor of our non-guarantor subsidiaries or joint ventures, those amounts are required to prepay loans (and under the First Lien Credit Agreement, prepay loans or be used to cash collateralize the letter of credit liabilities or specified derivatives obligations, as applicable) as follows (subject to certain exceptions): (a) 100 % of net cash proceeds received if the event constitutes a debt issuance, (b) 50 % of net cash proceeds received if the event constitutes an equity issuance, (c) 100 % of net cash proceeds received if the event constitutes an insurance condemnation event, and (d) 70 % of net cash proceeds received if the event constitutes an asset disposition, provided, in each case (subject to certain exceptions), that the net cash proceeds received and not otherwise required to prepay loans must either prepay loans (under the First Lien Credit Agreement, the revolving loans) or be deposited into a designated collateral proceeds account. In the event we receive net cash proceeds from an asset disposition of all or any portion of a Borrowing Base Property in accordance with the terms of the applicable Credit Agreement (each of which allows for the release of certain properties from the liens created by the security documents applicable thereto upon our request and subject to our satisfaction of certain specified conditions with respect to such property), such net proceeds must prepay the loans as follows (subject to certain exceptions): • in the event a borrowing base property is released, the greater of (x) 110 % of the property’s closing date appraised value, as reduced by any prepayment made in connection with the release, and (y) 100 % of the net cash proceeds received from the sale of the property; • in the event an income producing parcel is released, 100 % of net cash proceeds; and • in the event a non-income producing parcel is released, 70% of net cash proceeds (with the other 30% required to either (i) prepay loans (under the First Lien Credit Agreement, the revolving loans) or (ii) be deposited into a designated collateral proceeds account) . Under the Second Lien Credit Agreement, any net cash proceeds applied to the obligations under the First Lien Credit Agreement or to cash collateralize certain letter of credit liabilities or specified derivatives obligations under the First Lien Credit Agreement or deposited into the designated collateral proceeds account will reduce, on a dollar-for-dollar basis, any net cash proceeds required to be applied as a principal prepayment of the loans under the Second Lien Credit Agreement. In the event net cash proceeds are applied under the First Lien Credit Agreement resulting in its termination and the automatic release of the security interest in the collateral thereunder, to the extent any excess net cash proceeds remain, 100 % of such remaining proceeds are required to be applied to the loans under the Second Lien Credit Agreement. We may request disbursements from the designated collateral proceeds account subject to the same terms and conditions applicable to a disbursement of loans (or in the case of the First Lien Credit Agreement, revolving loans), the proceeds of which must be used in a manner consistent with an approved annual business plan. Under the First Lien Credit Agreement, no revolving loans will be disbursed at any time that designated collateral proceeds are on deposit and we may elect to apply designated collateral proceeds as a principal prepayment of the revolving loans at any time. Under the Second Lien Credit Agreement, amounts in the designated collateral proceeds account in accordance with the First Lien Credit Agreement are held by the administrative agent as additional collateral securing our obligations under the Second Lien Credit Agreement. Under the First Lien Credit Agreement, we have pledged and granted to the administrative agent an additional security interest in a letter of credit collateral account. Additionally, under the First Lien Credit Agreement, in the event our senior debt yield is less than 12.06 % for the calendar quarter ending June 30, 2021 or any calendar quarter thereafter, concurrently with the delivery of a compliance certificate and thereafter once per calendar month until the ratio is equal to or greater than 12.06% for a subsequent quarter (as shown in a compliance certificate), we must either make prepayments, or deposits into a cash collateral account, of all excess cash flow generated during the month preceding such required deposit date. So long as no default or event of default exists, in the event the excess cash flow for any given month is negative and would cause our liquidity to fall below $ 12.5 million (provided that we deliver evidence of the operating shortfall deficiency to the administrative agent), we may request a disbursement of funds on deposit in the cash collateral account to fund or reimburse us for such deficiency. We may also request disbursement of the funds in the cash collateral account following the termination of a cash sweep period, subject to certain conditions. Under the First Lien Credit Agreement, if at any time, and under the Second Lien Credit Agreement, if at any time after the First Lien Termination Date, our unrestricted cash or cash equivalents exceed $ 40.0 million for five consecutive days, we must make prepayments of the amount in excess of $ 40.0 million. Under the First Lien Credit Agreement, those prepayments will be applied first to the revolving loans until the principal balance is reduced to zero, then to the term loans. Events of Default In addition to customary events of default including, among other things, non-payment or non-performance under each of the Credit Agreements, events of default include our (i) failure to pay Material Indebtedness (defined as indebtedness with an aggregate outstanding principal amount of $ 25.0 million or more, or $ 250.0 million in the case of Nonrecourse Indebtedness), and (ii) the acceleration of such Material Indebtedness (or the occurrence of any event that would permit the holders of such Material Indebtedness to accelerate such Material Indebtedness), in each case, provided that no event of default will result from a default, event of default, acceleration or other action in connection with a guaranty by a loan party of indebtedness secured by a mortgage on a non-Borrowing Base Property until the earliest to occur of (x) commencement of a related court proceeding, (y) in the event such loan party has agreed that an event permitting acceleration of the guaranty has occurred, 45 days following the expiration or termination of a related forbearance agreement, subject to certain conditions, or (z) such loan party makes or agrees to make a payment in satisfaction of any claim made on the guaranty in connection with the event of default, acceleration or other action. The First Lien Credit Agreement also provides that the non-subordination of second priority liens is an event of default. Upon the occurrence of an event of default (except with respect to bankruptcy as described in the next sentence), the lenders may declare all of the obligations in connection with the applicable Credit Agreement (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) immediately due and payable and may terminate the lenders’ commitments thereunder (including the obligation of the issuing banks to issue letters of credit under the First Lien Credit Agreement). Upon the occurrence of a voluntary or involuntary bankruptcy proceeding, all outstanding amounts (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) would automatically become immediately due and payable and the lenders’ commitments under the applicable Credit Agreement (including the obligation of the issuing banks to issue letters of credit under the First Lien Credit Agreement) would automatically terminate. The First Lien Credit Agreement also provides certain specified derivatives providers with specific remedies with respect to specified derivatives contracts thereunder. Consolidated Mortgage Loans Our consolidated mortgage loans, which are secured by seven of our consolidated properties, are due in installments over various terms extending to the year 2025. Six of these mortgage loans bear interest at fixed interest rates that range from 3.88 % to 7 .19 % and had a weighted average interest rate of 4.49 % at December 31, 2022 . Three of our mortgage loans bear interest at variable rates and had a weighted average interest rate of 7.97 % at December 31, 2022. The weighted average interest rate of all consolidated mortg age loans was 5.07 % at December 31, 2022. Mortgage loans for properties owned by unconsolidated partnerships are accounted for in “Investments in partnerships, at equity” and “Distributions in excess of partnership investments,” and are not included in the tables below. The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at December 31, 2022 and 2021 are as follows: 2022 2021 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 751.5 $ 733.7 $ 852.5 $ 846.6 (1) The carrying value of consolidated mortgage loans excludes unamortized debt issuance cos ts of $ 2.1 m illion and $ 1.2 million as of December 31, 2022 and 2021 , respectively. The following table outlines the timing of principal payments and balloon payments pursuant to the terms of our consolidated mortgage loans of our consolidated properties as of December 31, 2022: (in thousands of dollars) Principal Balloon Total 2023 $ 8,537 $ 401,124 $ 409,661 2024 6,405 119,643 126,048 2025 4,406 211,346 215,752 2026 — — — 2027 and thereafter — — — Total principal payments $ 19,348 $ 732,113 751,461 Less: Unamortized debt issuance costs 2,065 Carrying value of mortgage notes payable $ 749,396 The consolidated mortgage loans contain various customary default provisions. As of December 31, 2022, we were not in default on any of the consolidated mortgage loans. Mortgage Loan Activity Cherry Hill Mall Mortgage On August 31, 2022, certain of our consolidated subsidiaries entered into an amendment and extension to our mortgage loan secured by the property at Cherry Hill Mall in Cherry Hill, New Jersey, which had a maturity date of September 1, 2022 . The maturity date was extended by one month and subsequently for an additional month through November 1, 2022. On October 31, 2022, certain of our consolidated subsidiaries entered into a second amendment and extension agreement to extend the maturity date for three months through February 1, 2023 with one option to extend by an additional three-month period through May 1, 2023. On January 13, 2023, we elected the option to extend the maturity date to May 1, 2023. As of December 31, 2022 , the mortgage loan outstanding balance was $ 243.7 million. The Company capitalized $ 2.5 million of lender fees as additional debt issuance costs in connection with the amendment. Cumberland Mall Mortgage Our mortgage loan secured by the property at Cumberland Mall in Vineland, New Jersey had matured on August 1, 2022 . Such balance was not repaid on or prior to the maturity date and was in default. On October 31, 2022, we closed on the sale of the property, and paid off the mortgage balance of $ 39.1 million using proceeds from the sale. Woodland Amendment On December 10, 2021, certain of our consolidated subsidiaries entered into an amendment to our mortgage loan secured by our property at Woodland Mall in Grand Rapids, Michigan, which provides for an extension of the maturity date until December 10, 2022 . On December 29, 2022, certain of our consolidated subsidiaries entered into an additional amendment and extension agreement to extend the maturity date for six months through June 10, 2023 with one option to extend by an additional four-month period through October 5, 2023. As of December 31, 2022 , the mortgage loan has an outstanding balance of $ 106.1 million. The Company capitalized $ 0.4 million of lender fees as additional debt issuance costs in connection with the amendment. Note Payable In April 2020, in light of the impact of COVID-19 on our business and limited capital resources, we applied for and received proceeds from a potentially forgivable loan in the amount of $ 4.5 million under the Paycheck Protection Program ("PPP") of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act. We entered into a note payable with our lender bank (“Note Payable”). The Note Payable had a maturity date on April 15, 2022 . Based on the CARES Act and the Note Payable, all payments of both principal and interest were deferred until at least August 2021 . Interest on the Note Payable accrued at a rate of 1.0 % per annum, and the interest accrued throughout the period the Note Payable was outstanding, until the forgiveness date. All or a portion of PPP loans are eligible for forgiveness pursuant to program guidelines to the extent the proceeds are used for qualifying purposes within a 24-week period following the loan funding. In April 2021, we submitted our loan forgiveness application. On June 10, 2021, we were notified that the full principal balance and accrued interest under our PPP loan were forgiven. As a result, during the second quarter of 2021, we recorded a gain on debt extinguishment of $ 4.6 million. |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | 5. CASH FLOW INFORMATION We consider all highly liquid short-term investments with a maturity of three months or less at purchase or acquisition to be cash equivalents. At December 31, 2022 and 2021 , cash and cash equivalents and restricted cash totaled $ 34.7 million and $ 58.1 million, respectively, and included tenant security deposits of $ 2.0 million and $ 1.6 million, respectively. Cash paid for interest was $ 68.7 million and $ 68.9 million for the years ended December 31, 2022 and 2021 , respectively, net of amounts capitalized of $ 0.2 million and $ 0.2 million, respectively. In our statements of cash flows, we report cash flows on our revolving facilities on a net basis. Aggregate repayments on our First Lien Revolving Facility and Term Loan were $ 32.1 million and $ 47.4 million , respectively, for the year ended December 31, 2022. Aggregate repayments on our First Lien Revolving Facility and Term Loan were $ 0.3 million and $ 4.7 million, respectively , for the year ended December 31, 2021. Accrued construction costs decreased by $ 2.6 mi llion and $ 1.3 million in the year ended December 31, 2022 and 2021, respectively, representing non-cash changes in investment in real estate and construction in progress. During the year ended December 31, 2022, we issued 785 common shares of beneficial interest in the Company in exchange for OP Units in our Operating Partnership. During the year ended December 31, 2021, we issued 63,028 common shares of beneficial interest in the Company in exchange for a like number of OP Units in our Operating Partnership. The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of December 31, 2022 and 2021. December 31, (in thousands of dollars) 2022 2021 Cash and cash equivalents $ 22,937 $ 43,852 Restricted cash included in other assets 11,752 14,225 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 34,689 $ 58,077 Our restricted cash consists of cash held in escrow by banks for real estate taxes and tenant deposits. Significant Non-Cash Transactions The Company also incurred $ 60.9 million and $ 48.2 million in PIK interest expense on the Second Lien Term Loan for the year ended December 31, 2022 and 2021, respectively. These amounts are included in interest expense, net in the consolidated statement of operations. The Company also incurred $ 59.9 million of non-cash changes in operating activities for the transfer of operating properties to assets held for sale for the year ended December 31, 2022 . |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 6. 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 (loss) income” and subsequently reclassified into “Interest expense, net” in the same periods during which the hedged transaction affects earnings. On August 24, 2022, we entered into two interest rate swap agreements with a weighted average interest swap rate of 3.59 % on a notional amount of $ 100.0 million maturing on May 24, 2024 . We entered into these interest rate swap agreements to hedge the interest payments associated with our variable interest rate mortgage loans. We have assessed the effectiveness of these interest rate swap agreements as hedges at inception and will do so on a quarterly basis. As of December 31, 2022, we had nine total derivatives with a notional amount of $ 400.0 million, which were designated as cash flow hedges. We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. Our derivative assets are recorded in “Deferred costs and other assets” and our derivative liabilities are recorded in “Fair value of derivative instruments.” During 2023, we estimate that $ 3.6 million will be reclassified as a decrease to interest expense in connection with our designated 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. Non-designated Hedges Derivatives not designated as hedges are not speculative and were also used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. For swaps that were not re-designated subsequent to the December 10, 2020 debt restructuring that matured during 2021, the changes in the fair value of derivatives are recorded directly in earnings as interest expense in the consolidated statement of operations. Interest Rate Swaps As of December 31, 2022, we had interest rate swap agreements designated in qualifying hedging relationships outstanding with a weighted average base interest rate of 2.92 % on a notional amount of $ 400.0 million, maturing in either May 2023 or May 2024. We originally 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. The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of December 31, 2022 and 2021 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. Maturity Date Aggregate Notional Aggregate Fair Value at Aggregate Fair Value at Weighted Derivatives in Cash Flow Hedging Relationships Interest Rate Swaps 2023 $ 300.0 $ 2.4 $ ( 8.1 ) 2.70 % 2024 100.0 1.5 - 3.59 % Total $ 400.0 $ 3.9 $ ( 8.1 ) 2.92 % (1) As of December 31, 2022 and 2021 , 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). The tables below present the effect of derivative financial instruments on accumulated other comprehensive (loss) income and on our consolidated statements of operations for the years ended December 31, 2022 and 2021: Year Ended December 31, Amount of Gain or Amount of Gain or (Loss) Reclassified (in millions of dollars) 2022 2021 2022 2021 Derivatives in Cash Flow Hedging Relationships Interest rate products $ 12.3 $ ( 11.4 ) $ ( 3.1 ) $ 11.9 Year Ended December 31, (in millions of dollars) 2022 2021 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 141.8 ) $ ( 128.0 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ ( 3.1 ) $ 11.9 As we did not have any derivatives which were not designated in hedging relationships, non-designated swaps had no impact on the financial statements for the year ended December 31, 2022. The impact of our non-designated swaps resulted in a loss of appr oximately $ 0.1 million for the year ended December 31, 2021, which is recognized in interest expense, net in the consolidated statement of operations. 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 to be in default on our derivative obligations. As of December 31, 2022, 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 December 31, 2022 , the Company did no t have any derivatives in a net liability position. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | 7. BENEFIT PLANS 401(k) Plan We maintain a 401(k) Plan (the “401(k) Plan”) in which substantially all of our employees are eligible to participate. The 401(k) Plan permits eligible participants, as defined in the 401(k) Plan agreement, to defer up to 30 % of their compensation, and we, at our discretion, may match a specified percentage of the employees’ contributions. Our and our employees’ contributions are fully vested, as defined in the 401(k) Plan agreement. Our contributions to the 401(k) Plan were $ 0.7 million and $ 0.7 million for the years ended December 31, 2022 and 2021, respectively. Supplemental Retirement Plans In the past, we maintained Supplemental Retirement Plans (the “Supplemental Plans”) covering certain senior management employees. The Supplemental Plans were terminated in 2021 and no further contributions were made. The portion of the Supplemental Plans account balances attributable to post-2004 contributions and the related earnings were fully paid in 2022. Expenses under the provisions of the Supplemental Plan were $ 37 thousand and $ 0.2 million for the years ended December 31, 2022 and 2021, respectively. Employee Share Purchase Plan We maintain a share purchase plan through which our employees may purchase common shares at a 15 % discount to the fair market value (as defined therein). We suspended our Employee Share Purchase Plan effective as of September 25, 2020 and it remained suspended throughout 2022 and 2021. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | 8 . SHARE BASED COMPENSATION Share Based Compensation Plans As of December 31, 2022, we make share based compensation awards using our Amended and Restated 2018 Equity Incentive Plan, which is a share based compensation plan that was approved by our Board of Trustees in 2021. Previously, we maintained six other plans pursuant to which we granted equity awards in various forms. Certain restricted shares and certain options granted under these previous plans remain subject to restrictions or remain outstanding and exercisable, respectively. In addition, we previously maintained two plans pursuant to which we granted options to our non-employee trustees. On March 4, 2022, the Compensation Committee approved the 2022-2024 Equity Award Program design (the "2022 Program") under which long term incentive awards may be made to certain key employees. Having approved the 2022 Program, the Company made long term incentive plan awards in the form of performance-based restricted share units ("PSUs") and time-based restricted share units ("RSUs"). The grants of the 2022 PSUs and RSUs were made pursuant to our Amended and Restated 2018 Equity Incentive Plan. On March 31, 2021, the Compensation Committee approved the 2021-2023 Equity Award Program design (the “2021 Program”) under which long term incentive awards may be made to certain key employees. Having approved the 2021 Program, the Company made long term incentive plan awards in the form of performance-based restricted share units and time-based restricted share units. The grants of 2021 PSUs and RSUs were made pursuant to our Amended and Restated 2018 Equity Incentive Plan. On March 31, 2021 also, the Board of Trustees approved the first amendment to the 2018 Equity Incentive Plan to permit the grant of time-based RSUs, and as a result, the Plan allows for settlement of RSUs or PSUs in cash or shares, as determined by the Compensation Committee. We recognize expense in connection with share based awards made prior to 2021 to employees and trustees by valuing all share based awards at their fair value on the date of grant, and then expensing them over the applicable vesting period. Our 2021 and 2022 awards, which allow for the settlement in cash or shares, are accounted for as liability awards and are remeasured at fair value each reporting period . For the years ended December 31, 2022 and 2021, we recorded aggregate compensation expense for share based awards of $ 2.6 million (including a net reversal of $ 0.05 million of amo rtization relating to employee separation) and $ 4.6 million (including a net reversal of $ 0.1 million of amortization relating to employee separation), respectively, in connection with the equity incentive programs described below. There was no income tax benefit recognized in the income statement for share based compensation arrangements. For the years ended December 31, 2022 and 2021, we capitalized compensation costs related to share based awards of less than $ 1 thousand and $ 10 thousand, respectively. For the 2021 and 2022 liability awards, as of December 31, 2022 and 2021, $ 0.5 m illion and $ 1.2 million, respectively, of liability is included in accrued expenses and other liabilities in the consolidated balance sheets. Amended and Restated 2018 Equity Incentive Plan Subject to any future adjustments for share splits and similar events, the total remaining number of common shares that may be issued to employees or trustees under our Amended and Restated 2018 Equity Incentive Plan (pursuant to options, restricted shares, shares issuable pursuant to current or future RSU Programs, or otherwise) was 149,835 as of December 31, 2022. The share based awards described in this footnote were made under the 2003 Equity Incentive Plan and the Amended and Restated 2018 Equity Incentive Plan. Restricted Shares Subject to Time Based Vesting The aggregate fair value of the restricted shares that we granted to our employees and non-employee trustees in 2020 was $ 4.6 million based on the share price on the date of the grant. As of December 31, 2022, there was $ 0.1 million of total unrecognized compensation cost related to unvested share based compensation arrangements granted under the 2003 Equity Incentive Plan and the Amended and Restated 2018 Equity Incentive Plan. The cost is expected to be recognized over a weighted average period of two months. A summary of the status of our unvested restricted shares as of December 31, 2022 and changes during the years ended December 31, 2022 and 2021 are presented below: Shares Weighted Average January 1, 2021 138,448 $ 84.00 Shares granted — — Shares vested ( 82,067 ) 31.35 Shares forfeited ( 1,623 ) 62.40 December 31, 2021 54,758 163.50 Shares granted — — Shares vested ( 34,219 ) 13.72 Shares forfeited ( 2,305 ) 55.88 December 31, 2022 18,234 $ 458.33 2022 and 2021 Time Based Restricted Share Units In 2022 and 2021, we made grants of RSUs subject to time based vesting. The RSUs will generally vest in three equal annual installments for all except director grants will vest in two equal annual installments, provided the recipient remains our employee on the vesting date. During the period that the 2022 RSUs and 2021 RSUs have not vested, the holder will have no rights as a shareholder with respect to the RSUs; however, dividends, if any, on the Company's common shares are deemed to be paid with respect to the RSUs and credited to the RSU. In 2022 and 2021, we granted a total RSUs of 322,531 and 94,494 , respectively, to our employees subject to time based vesting. The weighted average grant date fair values of RSUs was $ 12.75 per share in 2022 and $ 29.25 per share in 2021. The aggregate fair value of the RSUs granted were $ 4.1 million and $ 2.8 million in 2022 and 2021, respectively. Compensation cost relating to 2022 RSUs is recorded ratably over the respective vesting periods and the fair value is remeasured at each reporting period. We recorded $ 0.01 million (including a net reversal of $ 0.01 million) and $ 0.6 million (including a net reversal of $ 0.01 million relating to employee separation) of compensation expense related to RSUs for the years ended December 31, 2022 and 2021, respectively. Restricted Shares Awarded to Employees In 2020, we made grants of restricted shares subject to time based vesting. The awarded shares vest over periods of one to three years , typically in equal annual installments, provided the recipient remains our employee on the vesting date. For all grantees, the shares generally vest immediately upon death or disability. Recipients are entitled to receive an amount equal to the dividends on the shares prior to vesting. We granted a total of 113,775 restricted shares subject to time based vesting to our employees in 2020. The weighted average grant date fair values of time based restricted shares was $ 48.30 per share in 2020. The aggregate fair value of the restricted shares granted in 2020 were $ 3.9 million. Compensation cost relating to time based restricted share awards is recorded ratably over the respective vesting periods. We recorded $ 1.2 million (including a net reversal of $ 0.05 million relating to employee separation) and $ 2.5 million (including a net reversal of $ 0.06 million relating to employee separation) of compensation expense related to time based restricted shares for the years ended December 31, 2022 and 2021, respectively. The total fair value of shares vested during the years ended December 31, 2022 and 2021 was $ 0.5 million and $ 1.6 million, respectively. 2021 CEO Time Based Restricted Share Units and Outperformance Units In 2021, in connection with the entry into an Amended and Restated Employment Agreement, the Company awarded a long term incentive award of cash-settled, time-based RSUs pursuant to a Restricted Share Unit and Outperformance Unit Award Agreement to its Chief Executive Officer. The award consisted of 53,355 RSUs ("CEO RSUs") with a grant date fair value of $ 25.65 per share. The CEO RSUs will vest in three annual installments commencing on March 31, 2022, subject to continued employment (and to accelerated vesting upon the occurrence of certain termination events). Vested CEO RSUs will be settled in cash equal to the fair market value of a common share on the applicable vesting date multiplied by the number of RSUs that vest on that date. The CEO RSUs also include an “outperformance multiplier” that would entitle the recipient to the dollar value of an additional number of common shares (“CEO OPUs”) tied to a multiple of the number of RSUs if the Company’s share price achieves certain outperformance goals. Achievement of the share price goals will be measured based on the average of the closing prices of a common share for the 60 days on which common shares were traded prior to and including the last day of a measurement period ending on December 31, 2023 (or upon the occurrence of certain earlier change in control events). If any amounts are earned in respect of the CEO OPUs at the end of the measurement period, the CEO OPUs will be settled in cash based on the fair market value of a common share on the last day of the measurement period. Unless amended, the award must be settled in cash. Outperformance Units (“OPUs”) Awarded to Employees Of the time-based restricted shares granted to employees in 2019, 70,208 had Outperformance Units (“OPUs”) attached to them. The OPUs will entitle the employees to receive additional shares tied to a multiple of the employee’s time-based restricted share award if the Company achieves certain specified operating performance metrics measured over a three-year period. If any shares are issued in respect of the OPUs at the end of the three-year measurement period, 50 % will vest immediately, 25 % will be subject to an additional one-year vesting requirement, and 25 % will be subject to an additional two-year vesting requirement. If we pay dividends, dividend equivalents on the common shares will accrue on any awarded OPUs and are credited to “acquire” more OPUs for the account of the employee at the 20-day average closing price per common share ending on the dividend payment date, but will vest only if performance measures were achieved as of December 31, 2021. We recorded $ 0.7 million and $ 4.2 million of compensation expense related to OPUs for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 , a total of 53,114 OPUs have vested. Restricted Shares Awarded to Non-Employee Trustees As part of the compensation we pay to our non-employee trustees for their service, we grant restricted shares subject to time based vesting. The awarded shares vest over a one-year period. These annual awards have been made under the 2003 Equity Incentive Plan and the 2018 Equity Incentive Plan. In 2022 and 2021 we grant ed 155,186 and 24,738 restricted share units ("Trustee RSUs"), respectively, which vest on the one-year anniversary of the grant and will be settled in cash or shares as determined by the Compensation Committee. In 2020, we granted 40,884 restricted shares subject to time based vesting to our non-employee trustees. The weighted average grant date fair values of these awards were $ 5.95 per share in 2022 and $ 31.05 per share in 2021. The fair value for the 2022 and 2021 awards, which are liability based awards, are remeasured each period. The aggregate fair value of these awards granted in 2022 and 2021 wer e $ 0.9 mi llion and $ 0.8 million, respectively, based on the share price on the date of the grant. Compensation cost relating to time based restricted share awards or Trustee RSUs is recorded ratably over the respective vesting periods. We recorded $ 0.07 million and $ 0.5 million of compensation expense related to time based vesting of these non-employee trustee awards in 2022 and 2021, respectively. The total fair value of shares granted to non-employee trustees that vested was $ 0.2 million an d $ 0.7 m illion for the years ended December 31, 2022 and 2021, respectively. We do no t expect to record any future compensation expense in connection with the vesting of existing time based restricted share equity awards to non-employee trustees in 2023 or thereafter. 2022 and 2021 Performance Based Restricted Share Units In 2022 and 2021, we made grants of 236,575 and 102,967 units of PSUs, respectively. Under the 2022 and 2021 PSU program, the number of common shares to be issued with respect to the PSUs, if any, depends on our achievement of certain specified operating performance measures and a modification based on total shareholder return (“TSR”) for the three-year period. The 2022 period begins on January 1, 2022 and ending on the earlier of December 31, 2024 or the date of a change in control of the Company (the “Measurement Period”). The 2021 period begins on January 1, 2021 and ending on the earlier of December 31, 2023 or the date of a change in control of the Company (the "Measurement Period). The preliminary number of common shares to be issued by the Company with respect to the 2022 PSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the Measurement Period. These performance measures, the three-year core mall sales per square foot, the three-year core mall total occupancy and the three-year corporate debt yield, are each weighted 33.3 %. The Committee approved minimum, target and maximum performance levels for both measures. For all participants, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier. The preliminary number of common shares to be issued as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s TSR performance over the Measurement Period relative to the TSR performance of other REITs comprising a leading index of REITs. Dividends, if any, on the Company’s common shares are deemed to be pa id with respect to 2022 PSUs and credited to the 2022 PSU. The preliminary number of common shares to be issued by the Company with respect to the 2021 PSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the Measurement Period. These performance measures, the three-year core mall total occupancy and the three-year corporate debt yield, are each weighted 50 %. The Committee approved minimum, target and maximum performance levels for both measures. For all participants, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier. The preliminary number of common shares to be issued as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s TSR performance over the Measurement Period relative to the TSR performance of other REITs comprising a leading index of REITs. Dividends, if any, on the Company’s common shares are deemed to be paid with respect to 2021 PSUs and credited to the 2021 PSU. Compensation cost relating to 2022 and 2021 PSUs is recorded ratably over the respective vesting periods but the fair value is remeasured at each reporting period. Total compensation cost recorded for the years ended December 31, 2022 and 2021 , respectively was ($ 0.3 ) million and $ 0.3 million. Performance Based Restricted Share Unit Programs In 2020 and 2019, our Board of Trustees established the 2020-2022 RSU Program and 2019-2021 RSU Program, respectively (collectively, the “RSU Programs”). Under the RSU Programs, we may make awards in the form of market based performance-contingent restricted share units, or RSUs. The RSUs represent the right to earn common shares in the future depending on our performance in terms of total return to shareholders (as defined in the RSU Programs) for applicable three year periods or a shorter period ending upon the date of a change in control of the Company (each, a “Measurement Period”) relative to the total return to shareholders, as defined, for the applicable Measurement Period of companies comprising an index of real estate investment trusts (the “Index REITs”). The 2020 RSUs represent the right to receive common shares in the future depending on the Company’s performance in the achievement of operating performance measures and a modification based on total return to shareholders. The number of common shares to be issued by the Company with respect to the 2020 RSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the applicable Measurement Period. These performance measures, the three-year core mall non-anchor occupancy and the three-year fixed charge coverage ratio, are each weighted 50 %. The number of common shares to be issued by the Company as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s total return to shareholders, as defined, for the applicable Measurement Period relative to the performance of other real estate investment trusts comprising a leading index of retail real estate investment trusts. Unlike the RSUs awarded in 2018 and 2019, the number of shares that may be issued with respect to the 2020 RSU’s are not dependent on any absolute level of total return to shareholders. In 2019, only one half of the awarded RSUs were tied to our relative total return to shareholders compared to the Index REITs, with the other half of the RSUs being tied to our absolute level of total return to shareholders. If paid, dividends are deemed credited to the participants’ RSU accounts and are applied to “acquire” more RSUs for the account of the participants at the 20-day average price per common share ending on the dividend payment date. If earned, awards will be paid in common shares in an amount equal to the applicable percentage of the number of RSUs in the participant’s account at the end of the applicable Measurement Period. The aggregate fair values of the RSU awards in 2020 and 2019 were determined using a Monte Carlo simulation probabilistic valuation model, and are presented in the table below. The table also sets forth the assumptions used in the Monte Carlo simulations used to determine the aggregate fair values of the RSU awards in 2020 and 2019 by grant date: (dollars in thousands, except per share data) RSUs and assumptions by Grant Date Grant Date: February 24, 2020 January 29, 2019 Measurement Basis: Core Mall Non-Anchor Occupancy Fixed Charge Coverage Ratio Absolute TSR Relative TSR RSUs granted 354,972 354,972 210,193 210,193 Aggregate fair value of shares granted $ 1,217 $ 1,217 $ 1,550 $ 1,890 Weighted average fair value per share $ 3.43 $ 3.43 $ 7.38 $ 8.99 Volatility 53.0 % 53.0 % 40.3 % 40.3 % Risk free interest rate 1.35 % 1.35 % 2.58 % 2.58 % Compensation cost relating to the RSU awards is expensed ratably over the applicable three year vesting period. We recorded $ 0.8 million and $ 1.9 million of compensation expense related to the RSU Programs for the year ended December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021 , no shares were issued from the 2019-2021 or 2018-2020 RSU p rograms because the required criteria were not met. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 9. LEASES As Lessee We have entered into ground leases for portions of the land at Springfield Town Center and Plymouth Meeting Mall. We have also entered into an office lease for our headquarters location, as well as vehicle, solar panel and equipment leases as a lessee. The initial terms of these agreements generally range from three to 40 years , with certain agreements containing extension options for up to an additional 60 years. Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancellable period of the lease and any renewal option period we are reasonably certain of exercising. Certain agreements require that we pay a portion of reimbursable expenses such as CAM, utilities, insurance and real estate taxes. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. Our leases do not provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the present value of remaining lease payments. In determining our incremental borrowing rate, we considered the lease term, market interest rates and estimates regarding our implied credit rating using market data with adjustments to determine an appropriate incremental borrowing rate. The following table presents additional information pertaining to the Company’s leases: Year Ended December 31, For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 808 $ — $ — $ 808 $ 809 $ — $ — $ 809 Interest on lease liabilities 239 — — 239 242 — — 242 Operating lease costs — 2,342 250 2,592 — 2,155 1,493 3,648 Variable lease costs — 183 853 1,036 — 180 149 329 Total lease costs $ 1,047 $ 2,525 $ 1,103 $ 4,675 $ 1,051 $ 2,335 $ 1,642 $ 5,028 Other information related to leases as of and for the years ended December 31, 2022 and 2021 are as follows: (in thousands of dollars) 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 238 $ 242 Operating cash flows used for operating leases $ 2,612 $ 2,721 Financing cash flows used for finance leases $ 754 $ 750 Weighted average remaining lease term-finance leases (months) 63 75 Weighted average remaining lease term-operating leases (months) 283 291 Weighted average discount rate-finance leases 4.38 % 4.36 % Weighted average discount rate-operating leases 6.46 % 6.43 % Future payments against lease liabilities as of December 31, 2022 are as follows: (in thousands of dollars) Finance leases Operating leases Total 2023 $ 985 $ 2,556 $ 3,541 2024 950 2,471 3,421 2025 929 2,428 3,357 2026 926 2,429 3,355 2027 859 2,450 3,309 Thereafter 288 46,208 46,496 Total undiscounted lease payments 4,937 58,542 63,479 Less imputed interest ( 536 ) ( 30,285 ) ( 30,821 ) Total lease liabilities $ 4,401 $ 28,257 $ 32,658 Lease liabilities are included with accrued expenses and other liabilities in the consolidated balance sheets. As Lessor As of December 31, 2022, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancellable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. Except for utility reimbursements, the fixed and variable lease payments are included with lease revenue in the consolidated statements of operations. Utility reimbursements are included within expense reimbursements as a separate line item in the consolidated statement of operations as their pattern of transfer is not aligned with the other payments. (in thousands of dollars) For the Year Ending December 31, 2023 $ 238,875 2024 209,425 2025 171,344 2026 140,934 2027 112,925 Thereafter 295,445 $ 1,168,948 The disaggregation of fixed lease revenue and variable lease revenue for the year ended December 31, 2022 is as follows: For the Year Ended December 31, (in thousands of dollars) 2022 Fixed lease revenue $ 209,693 Variable lease revenue 62,058 Total lease revenue $ 271,751 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS Office Leases We lease office space at One Commerce Square, which is located at 2005 Market Street, Philadelphia, Pennsylvania, pursuant to a lease agreement with Brandywine Realty Trust. One of our independent trustees is also a Trustee of Brandywine Realty Trust. We pai d $ 1.6 million a nd $ 1.0 million in total rent under the lease for the year ended December 31, 2022 and 2021, respectively. Employee Health Insurance We purchase healthcare benefits for our employees through Independence Blue Cross (“IBX”). An independent trustee of the Company is a chairman of the board of directors of IBX. We paid total insurance healthcare premiums to IBX of $ 2.1 million and $ 1.9 million, respectively, for the years ended December 31, 2022 and 2021 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Contractual Obligations As of December 31, 2022, we had contractual and other commitments related to our capital improvement projects and development projects o f $ 3.7 million, including $ 1.0 million of 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. For the purposes of this disclosure, the contractual obligations and other commitments related to Fashion District Philadelphia are included at 100 % of the obligation and not at our 50 % ownership share. Preferred Dividend Arrearages We have aggregate authorized preferred shares of 25.0 million, where each series of authorized preferred shares is equal to the number of preferred shares outstanding of that series. Dividends on the Series B, Series C and Series D preferred shares are cumulative and therefore will continue to accrue at an annual rate of $ 1.8436 per share, $ 1.80 per share and $ 1.7188 per share, respectively. As of December 31, 2022, the cumulative amount of unpaid dividends on our issued and outstanding pre ferred shares totaled $ 68.4 million. This consisted of unpaid dividends per share on the Series B, Series C and Series D preferred shares of $4 .61 per share, $4 .50 per share and $4 .30 per share, respectively. On August 2, 2022, our preferred shareholders elected two independent trustees to our Board of Trustees in accordance with the provisions of the designating amendments of the Company's Amended and Restated Trust Agreement. Employment Agreements Two officers of the Company have employment agreements with terms that renew automatically each year for additional one-year terms. The employment agreements provided for aggregate base compensation for the year ended December 31, 2022 and 2021 of $ 1.43 million and $ 1.39 million, respectively, subject to increases as approved by the Executive Compensation and Human Resources Committee of our Board of Trustees in future years, as well as additional incentive compensation. Provision for Employee Separation Expense We recorded $ 0.3 million of employee separation expense during the years ended December 31, 2022 and 2021, respectively, in connection with the termination of certain employees. As of December 31, 2022 , approximately $ 0.2 million of these amounts were accrued and unpaid. As of December 31, 2021, less than $ 0.1 million of these amounts were accrued and unpaid. NYSE Continued Listing Standards On December 15, 2022, the Company received written notice from the NYSE that the Company failed to maintain an average market global capitalization over a consecutive 30 trading-day period of at least $ 15 million which resulted in NYSE delisting its securities. The securities were transferred to "OTC Pink Market" and, on January 11, 2023 to OTCQB, both operated by OTC Markets Group Inc. The Company's shares are currently traded on OTCQB, under the symbols PRET (Common Shares), PRETL (Preferred Series B), PRETM (Preferred Series C), and PRETN (Preferred Series D). On February 4, 2022, the Company received another notice from the NYSE that the Company was not in compliance with the NYSE continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (the “Continued Listing Standards”), which requires listed companies to maintain an average closing price of at least $ 1.00 per share over a consecutive 30 -day trading period. On January 4, 2021, the Company received notice from the NYSE that it regained compliance with the Continued Listing Standards. The Company regained compliance after the closing price for its common shares on December 31, 2020 and the average closing price for its common shares during the 30 trading-day period ended December 31, 2020 both exceeded $ 1.00 . Property Damage from Natural Disaster During the year ended December 31, 2022 , there were no net recoveries. During the year ended December 31, 2021 , we recorded net recoveries of $ 0.7 million also related to remediation expenses. Legal Actions In the normal course of business, we have and might become involved in legal actions relating to the ownership and operation of our properties and the properties we manage for third parties. In management’s opinion, the resolutions of any such pending legal actions are not expected to have a material adverse effect on our consolidated financial position or results of operations. Environmental We are aware of certain environmental matters at some of our properties. We have, in the past, performed remediation of such environmental matters, and are not aware of any significant remaining potential liability relating to these environmental matters. We might be required in the future to perform testing relating to these matters. We do not expect these matters to have any significant impact on our liquidity or results of operations. However, we can provide no assurance that the amounts reserved will be adequate to cover further environmental costs. We have insurance coverage for certain environmental claims up to $ 10.0 million per occurrence and up to $ 10.0 million in the aggregate. Tax Protection Agreements There were no tax protection agreements in effect as of December 31, 2022 . |
SCHEDULE III INVESTMENTS IN REA
SCHEDULE III INVESTMENTS IN REAL ESTATE | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III INVESTMENTS IN REAL ESTATE | SCHEDULE III PENNSYLVANIA REAL EST ATE INVESTMENT TRUST INVESTMENTS IN REAL ESTATE As of December 31, 2022 (in thousands of dollars) Initial Initial Cost of Cost of Balance of Balance of Accumulated Current (1) Date of Life of Capital City Mall $ 11,380 $ 65,575 $ 61,471 $ 11,325 $ 127,101 $ 65,874 $ — 2003 40 Cherry Hill Mall 29,938 185,611 257,064 48,610 424,003 290,914 243,675 2003 40 Dartmouth Mall 7,015 28,323 55,416 12,021 78,733 52,397 53,727 1998 40 Francis Scott Key Mall 9,786 47,526 39,295 9,155 87,452 50,821 52,458 2003 40 Jacksonville Mall 9,188 47,139 36,814 9,913 83,228 47,379 - 2003 40 Magnolia Mall 6,229 42,302 57,354 14,368 91,517 57,972 - 1998 40 Monroe Land 262 - ( 262 ) - - - - 2006 N/A Moorestown Mall 10,934 64,746 100,512 18,899 156,847 87,323 - 2003 40 Patrick Henry Mall 16,075 86,643 55,359 16,398 141,679 85,384 83,079 2003 40 Plymouth Meeting Mall 26,984 58,388 55,969 5,055 142,648 94,518 - 2003 40 The Mall at Prince Georges 23,247 57,686 61,174 7,117 130,128 79,096 - 1998 40 Springfield Town Center 119,912 353,551 25,534 119,911 379,086 106,380 - 2015 40 Swedes Square land 189 - 36 225 - - - 2004 N/A Valley Mall 8,325 57,931 83,511 23,999 125,768 62,667 - 2003 40 Viewmont Mall 12,505 61,519 48,330 12,598 109,756 63,261 67,185 2003 40 Willow Grove Park 26,748 131,189 112,377 36,537 233,777 126,094 145,237 2003 40 Woodland Mall 26,706 123,019 133,136 43,799 238,008 99,985 106,100 2005 40 Investment In Real Estate $ 345,423 $ 1,411,148 $ 1,183,090 $ 389,930 $ 2,549,731 $ 1,370,065 $ 751,461 (1) Represents mortgage principal balances outstanding as of December 31, 2022 and does not include unamortized debt costs with an aggregate balance of $ 2.1 million. The aggregate cost basis and depreciated basis for federal income tax purposes of our investment in real estate was $ 3,033.4 million and $ 1,973.0 m illion at December 31, 2022 , respectively, and $ 3,106.9 million and $ 2,074.6 million at December 31, 2021, respectively. The changes in total real estate and accumulated depreciation for the years ended December 31, 2022 and 2021 are as follows: (in thousands of dollars) For the Year Ended December 31, Total Real Estate Assets: 2022 2021 Balance, beginning of year $ 3,206,361 $ 3,220,337 Improvements and development 18,302 22,342 Impairment of assets ( 100,053 ) ( 11,474 ) Dispositions ( 45,862 ) ( 20,477 ) Write-off of fully depreciated assets ( 75,892 ) ( 254 ) Reclassification to held for sale ( 63,195 ) ( 4,113 ) Balance, end of year $ 2,939,661 $ 3,206,361 Balance, end of year – held for sale $ 58,562 $ 8,780 (in thousands of dollars) For the Year Ended December 31, Accumulated Depreciation: 2022 2021 Balance, beginning of year $ 1,405,260 $ 1,308,427 Depreciation expense 105,397 109,930 Impairment of assets ( 40,610 ) ( 83 ) Dispositions ( 11,481 ) ( 12,827 ) Write-off of fully depreciated assets ( 75,893 ) ( 254 ) Reclassification to held for sale ( 12,608 ) 67 Balance, end of year $ 1,370,065 $ 1,405,260 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”), 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. As of December 31, 2022 , our portfolio consists of a total of 23 properties operating in eight states, including 19 shopping malls, three other retail properties and one devel opment property. The property in our portfolio that is classified as under development does not currently have any activity occurring. 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 December 31, 2022 , we held a 98.7 % 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 fifteen-for-one basis (as a result of our recent reverse share split (described below)), in some cases beginning one year following the respective issue date of the OP Units, and in other cases immediately. The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash. 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 n ature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, 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. Consolidation The accompanying consolidated financial statements include the Company's accounts and the accounts of the Operating Partnership and other controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity ("VIE") in accordance with Accounting Standards Codification ("ASC") 810, "Consolidation," in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIA are consolidated, otherwise they are accounted for as noncontrolling interests. The Operating Partnership meets the criteria as a VIE. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is also an obligation of the Operating Partnership. |
Current Economic and Industry Conditions, and Impact of COVID-19 | Current Economic and Industry Conditions, and Impact of COVID-19 Conditions in the economy have caused fluctuations and variations in business and consumer confidence, retail sales, and consumer spending on retail goods, destination dining and entertainment. In particular, current conditions in the economy have caused fluctuations in unemployment rates, and together with supply chain challenges, the current inflationary environment, overall economic uncertainty and the potential for recession, have impacted consumer confidence and spending. The economic factors have had corresponding effects on tenant business performance, prospects, solvency and leasing decisions. Further, traditional mall tenants, including department store anchors and smaller format retail tenants face significant challenges resulting from changing consumer expectations, the convenience of e-commerce shopping, the expansion of outlet centers, and declining mall traffic, among other factors. In recent years, there has been an increased level of tenant bankruptcies and store closings by tenants who have been significantly impacted by these factors. We anticipate that our future business, financial condition, liquidity and results of operations will continue to be materially impacted by these conditions. All of these factors have been exacerbated by the ongoing impact of the COVID-19 pandemic, the ongoing impact of which remains uncertain, and more recently by inflationary pressures and substantial increases in interest rates. |
Going Concern Considerations | Going Concern Considerations Under the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result of the considerations articulated below, we believe there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due over the next twelve months after the date that our financial statements are issued. Management specifically considered the two secured credit agreements (collectively, as amended, the “Credit Agreements”), further defined in Note 4, with a maturity date in December 2023 as an event or condition that raised substantial doubt about our ability to continue as a going concern. As of December 31, 2022, we had borrowed $ 332.1 million under the First Lien Term Loan, $ 647.1 million under the Second Lien Term Loan and $ 22.5 million under the First Lien Revolving Facility. In February 2023, we used net proceeds from an asset sale to pay down the First Lien Term Loan by $ 26.3 million. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. The Credit Agreements include several events of default as described in Note 4. Upon the occurrence of an event of default (except with respect to bankruptcy), the lenders may declare all of the obligations in connection with the applicable Credit Agreement (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) immediately due and payable and may terminate the lenders’ commitments thereunder. When the borrowings under the Credit Agreements come due and payable due to a default or at maturity in December 2023, the Company would not be able to satisfy its obligations. Management plans to work with the lender groups under the credit facilities and also explore other options to satisfy this obligation, however, any such relief involves performance by third parties and cannot be considered probably of occurring. Therefore, due to the inherent risks, unknown results and significant uncertainties associated with this matter and the direct correlation to our ability to satisfy our financial obligations that may arise over the applicable twelve month period, we are unable to conclude that it is probable that we will be able to meet our obligations arising within twelve months of the date of issuance of these financial statements under the parameters set forth in this accounting guidance. For our 2021 financial statements issued in March 2022, management specifically considered Fashion District Philadelphia’s Amended and Restated Term Loan Agreement (“FDP Loan Agreement”), which was scheduled to mature in January 2023. The FDP Loan Agreement included a quarterly covenant provision that was projected not to be met during 2022 and the Company projected that it would not be able to satisfy its obligations under its guarantee on the FDP Loan Agreement if required during 2022 as an event or condition that resulted in substantial doubt about our ability to continue as a going concern as disclosed within our 2021 financial statements. See Note 3 for 2022 activity pertaining to the FDP Loan Agreement. |
Partnership Investments | Partnership Investments We account for our investments in partnerships that we do not control using the equity method of accounting. These investments, each of which represents a 40 % to 50 % non controlling ownership interest at December 31, 2022, are recorded initially at our cost, and subsequently adjusted for our share of net equity in income or loss and cash contributions and distributions. We do not control any of these equity method investees for the following reasons: • Except for one property that we co-manage with our partner, the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly. • The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. • All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. • Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner. We do not have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner, in the event of any liquidation of such entity, and our rights as a tenant in common owner of certain unconsolidated properties. We hold legal title to a property owned by one of our unconsolidated partnerships through a tenancy in common arrangement. For this property, such legal title is held by us and another entity, and each has an undivided interest in title to the property. With respect to this property, under the applicable agreement between us and the other entity with an ownership interest, we and such other entity have joint control because decisions regarding matters such as the sale, refinancing, expansion or rehabilitation of the property require the approval of both us and the other entity owning an interest in the property. Hence, we account for this property like our other unconsolidated partnerships using the equity method of accounting. We record the earnings from the unconsolidated partnerships using the equity method of accounting in the consolidated statements of operations in the caption entitled “Equity in (loss) income of partnerships,” rather than consolidating the results of the unconsolidated partnerships with our results. Changes in our investments in these entities are recorded in the consolidated balance sheet caption entitled “Investments in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.” For further information regarding our unconsolidated partnerships, see Note 3. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. We believe that our most significant and subjective accounting estimates and assumptions are those relating to asset impairment and fair value. Our management makes complex or subjective assumptions and judgments in applying its critical accounting policies. In making these judgments and assumptions, our management considers, among other factors, events and changes in property, market and economic conditions, estimated future cash flows from property operations, and the risk of loss on specific accounts or amounts. |
Revenue and Receivables | Revenue and Receivables We derive ov er 97 % of our revenue from tenant rent and other tenant-related activities. Tenant rent includes base rent, percentage rent, expense reimbursements (such a s reimbursements of costs of common area maintenance (“CAM”), real estate taxes and utilities), and the amortization of above-market and below-market lease intangibles (as described below under “Intangible Assets”). We record base rent on a straight-line basis, which means that the monthly base rent revenue according to the terms of our leases with our tenants is adjusted so that an average monthly rent is recorded for each tenant over the term of its lease, provided that it is probable that we will collect substantially all of the lease revenue that is due under the terms of the lease both at inception and on an ongoing basis. When collectability of lease revenue is not probable, leases are prospectively accounted for on a cash basis and any difference between the revenue that has been accrued and the cash collected from the tenant over the life of the lease is recognized as a current period adjustment to lease revenue. We review the collectability of our tenant receivables related to tenant rent including base rent, straight-line rent, expense reimbursements and other revenue or income by specifically analyzing billed and unbilled revenues, including straight-line rent receivable, and considering historical collection issues, tenant creditworthiness and current economic and industry trends. Our revenue recognition and receivables collectability analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payor, the basis for any disputes or negotiations with the payor, and other information that could affect collectability. When tenants vacate prior to the end of their le ase, we accelerate amortization of any related unamortized straight-line rent balances, and unamortized above-market and below-market intangible balances are amortized as a decrease or increase to real estate revenue, respectively. The straight-line rent adjustment decreased revenue by $ 0.5 million in the year ended December 31, 2022 and decreased revenue by $ 0.3 million in the year ended December 31, 2021. The straight-line rent receivable balances included in tenant and other receivables on the accompanying consolidated balance sheet as of December 31, 2022 and 2021 were $ 26.7 mi llion and $ 29.1 million, respectively. Percentage rent represents rental revenue that the tenant pays based on a percentage of its sales, either as a percentage of its total sales or as a percentage of sales over a certain threshold. In the latter case, we do not record percentage rent until the sales threshold has been reached. Revenue for rent received from tenants prior to their due dates is deferred until the period to which the rent applies. In addition to base rent, certain lease agreements contain provisions that require tenants to reimburse a fixed or pro rata share of certain CAM costs, real estate taxes and utilities. Tenants generally make monthly expense reimbursement payments based on a budgeted amount determined at the beginning of the year. We recognize fixed CAM revenue prospectively on a straight-line basis. We have elected the practical expedient to not separate non-lease components such as CAM and real estate reimbursements from the associated lease component (minimum rent). Instead, we account for the lease and non-lease components as a single component because such non-lease components would otherwise be accounted for under the new revenue guidance (ASC 606) and both (1) the timing and pattern of transfer are the same for the non-lease components and associated lease component, and (2) the lease component, if accounted for separately, would be classified as an operating lease. Certain lease agreements contain co-tenancy clauses that can change the amount of rent or the type of rent that tenants are required to pay, or, in some cases, can allow the tenant to terminate their lease, in the event that certain events take place, such as a decline in property occupancy levels below certain defined levels or the vacating of an anchor store. Co-tenancy clauses do not generally have any retroactive effect when they are triggered. The effect of co-tenancy clauses is applied on a prospective basis to recognize the new rent that is in effect. Payments made to tenants as inducements to enter into a lease are treated as deferred costs that are amortized as a reduction of rental revenue over the term of the related lease. Lease termination fee revenue is recognized in the period when a termination agreement is signed, collectability is assured, and the tenant has vacated the space. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when it is received. Utility reimbursement revenue is presented separate from rental revenue based on actual usage as the pattern of transfer is not aligned with the use of the property. Other real estate revenue includes income generated from seasonal events at our properties, partnership promotional initiatives, miscellaneous services to tenants and solar revenue. We also generate revenue by providing management services to third parties, including property management, brokerage, leasing and development. Management fees generally are a percentage of managed property revenue or cash receipts. Leasing fees are earned upon the consummation of new leases. Development fees are earned over the time period of the development activity and are recognized on the percentage of completion method. These activities are collectively included in “Other income” in the consolidated statements of operations. |
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), fixed rate and variable rate debt (Level 2), and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). |
Financial Instruments | Financial Instruments Carrying amounts reported on the consolidated balance sheet for cash and cash equivalents, tenant and other receivables, accrued expenses, other liabilities and the First Lien Revolving Facility approximate fair value due to the short-term nature of these instruments. The Term Loans (see Note 4) bear interest at variable rates that fluctuate with market rates. The carrying values of the Term Loans approximate their respective fair values. Most of our variable rate debt is subject to interest rate derivative instruments that have effectively fixed the interest rates on the underlying debt. The estimated fair value for fixed rate debt, which is calculated for disclosure purposes, is based on the borrowing rates available to us for fixed rate mortgage loans with similar terms and maturities. |
Impairment of Assets | Impairment of Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. During the year ended December 31, 2022, certain of our properties had triggering events due to various indicators of impairment, which led to impairment reviews and assessment of the undiscounted future cash flows. These properties passed our undiscounted future cash flow assessment except for Cumberland Mall and Plymouth Meeting Mall, which are shopping malls located in Vineland, New Jersey, and Plymouth Meeting, Pennsylvania, respectively. As a result of reduced holding period assumptions for each property, we recorded impairment losses on Cumberland Mall and Plymouth Meeting Mall. In connection with our review of our long-lived assets for impairment, we utilize qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels. The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. Our intent is to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. We will obtain a third party appraisal of the property as deemed necessary. Assessment of our ability to recover certain lease related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income. |
Real Estate | Real Estate Land, buildings, fixtures and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations or replacements, which improve or extend the life of an asset, are capitalized and depreciated over their estimated useful lives. For financial reporting purposes, properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 20 - 40 years Land improvements 15 years Furniture/fixtures 3 - 10 years Tenant improvements Lease term We are required to make subjective assessments as to the useful lives of our real estate assets for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those assets based on various factors, including industry standards, historical experience and the condition of the asset at the time of acquisition. These assessments affect our annual net income. If we were to determine that a different estimated useful life was appropriate for a particular asset, it would be depreciated over the newly estimated useful life, and, other things being equal, result in changes in annual depreciation expense and annual net income. We recognize gains from sales of real estate properties and interests in partnerships when an enforceable contract is in place, control of the asset transfers to a buyer and it is probable that we will collect the consideration due in exchange for transferring the asset. Real Estate Acquisitions We account for our property acquisitions by allocating the purchase price of a property to the property’s assets based on management’s estimates of their relative fair value. Debt assumed in connection with property acquisitions is recorded at fair value at the acquisition date, and any resulting premium or discount is amortized through interest expense over the remaining term of the debt, resulting in a non-cash decrease (in the case of a premium) or increase (in the case of a discount) in interest expense. The determination of the fair value of intangible assets requires significant estimates by management and considers many factors, including our expectations about the underlying property, the general market conditions in which the property operates and conditions in the economy. The judgment and subjectivity inherent in such assumptions can have a significant effect on the magnitude of the intangible assets or the changes to such assets that we record. |
Intangible Assets | Intangible Assets Our intangible assets on the accompanying consolidated balance sheets as of December 31, 2022 and 2021 each included $ 5.2 million (in each case, net of $ 1.1 million of amortization expense recognized prior to January 1, 2002) of goodwill recognized in connection with the acquisition of The Rubin Organization in 1997. Approximately $ 2.5 m illion of this goodwill balance is allocated to four equity method investees with negative investment balances. We allocate a portion of the purchase price of a property to intangible assets. Our methodology for this allocation includes estimating an “as-if vacant” fair value of the physical property, which is allocated to land, building and improvements. The difference between the purchase price and the “as-if vacant” fair value is allocated to intangible assets. There are three categories of intangible assets to be considered: (i) value of leases, (ii) above- and below-market value of in-place leases and (iii) customer relationship value, including operating covenants. The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases, as well as the value associated with lost rental revenue during the assumed lease-up period. The value of in-place leases is amortized as real estate amortization over the remaining lease term. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimates of fair market lease rates for comparable in-place leases, based on factors such as historical experience, recently executed transactions and specific property issues, measured over a period equal to the remaining non-cancelable term of the lease. Above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases, including any below-market optional renewal periods, and are included in “Accrued expenses and other liabilities” in the consolidated balance sheets. We allocate purchase price to customer relationship intangibles based on management’s assessment of the fair value of such relationships. The following table presents our intangible assets and liabilities, net of accumulated amortization, as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 Intangible Assets: Value of in-place lease intangibles, net $ 3,374 $ 4,805 Goodwill, net 5,249 5,249 Total intangible assets $ 8,623 $ 10,054 Intangible Liabilities: Below-market lease intangibles, net $ 84 $ 95 Total intangible liabilities $ 84 $ 95 Intangible liabilities are included in “Accrued expenses and other liabilities” in the consolidated balance sheets. Amortization of lease intangibles wer e $ 1.4 million and $ 1.3 million for the years ended December 31, 2022 and 2021, respectively. Net amortization of below-market lease intangibles increased revenue by $ 10 thousand and $ 39 thousand for the years ended December 31, 2022 and 2021 , respectively. In the normal course of business, our intangible assets will amort ize in the next five years and thereafter as follows: (in thousands of dollars) Value of Lease Below Market For the Year Ending December 31, Intangibles Leases, net 2023 $ 1,097 $ ( 10 ) 2024 1,057 ( 10 ) 2025 308 ( 10 ) 2026 222 ( 10 ) 2027 221 ( 10 ) 2028 and thereafter 469 ( 34 ) Total $ 3,374 $ ( 84 ) |
Assets Classified as Held for Sale | Assets Classified as Held for Sale The determination to classify an asset as held for sale requires significant estimates by us about the property and the expected market for the property, which are based on factors including recent sales of comparable properties, recent expressions of interest in the property, financial metrics of the property and the physical condition of the property. We must also determine if it will be possible under those market conditions to sell the property for an acceptable price within one year. When assets are identified by our management as held for sale, we discontinue depreciating the assets and estimate the sales price, net of selling costs, of such assets. We generally consider operating properties to be held for sale when they meet criteria such as whether the sale transaction has been approved by the appropriate level of management and there are no known material contingencies relating to the sale such that the sale is probable and is expected to qualify for recognition as a completed sale within one year. If the expected net sales price of the asset that has been identified as held for sale is less than the net book value of the asset, the asset is written down to fair value less the cost to sell. Assets and liabilities related to assets classified as held for sale are presented separately in the consolidated balance sheets. If we determine that a property no longer meets the held-for-sale criteria, we reclassify the property’s assets and liabilities to their original locations on the consolidated balance sheet and record depreciation and amortization expense for the period that the property was in held-for-sale status. As of December 31, 2022 , we determined that two of our hotel land parcels, one residential, and two retail spaces met the criteria to be classified as held for sale. A s of December 31, 2021 , we determined that two of our hotel land parcels, two of our multifamily land parcels and one vacant anchor box space met the criteria to be classified as held for sale. |
Capitalization of Costs | Capitalization of Costs Costs incurred in relation to development and redevelopment projects for interest, property taxes and insurance are capitalized only during periods in which activities necessary to prepare the property for its intended use are in progress. Costs incurred for such items after the property is substantially complete and ready for its intended use are charged to expense as incurred. Capitalized costs, as well as tenant inducement amounts and internal and external commissions, are recorded in construction in progress. We capitalize a portion of development department employees’ compensation and benefits related to time spent involved in development and redevelopment projects. We also capitalize interest on equity method investments while the investee is engaged in activities necessary to commence its planned principal activities. We capitalize payments made to obtain options to acquire real property. Other related costs that are incurred before acquisition that are expected to have ongoing value to the project are capitalized if the acquisition of the property is probable. If the property is acquired, other expenses related to the acquisition are recorded to project costs and other expenses. When it is probable that the property will not be acquired, capitalized pre-acquisition costs are charged to expense. For leases under which we are a lessor, certain internal leasing and legal costs such as salaries, commissions and benefits related to time spent by leasing and legal department personnel involved in originating leases with third-party tenants were previously capitalized under ASC 840. However, they are now being recorded as period costs in accordance with ASC 842. We will continue to amortize previously capitalized initial direct costs over the remaining terms of the associated leases. The following table summarizes our capitalized salaries, commissions and benefits, real estate taxes and interest for the years ended December 31, 2022 and 2021: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Development/Redevelopment: Salaries and benefits $ 46 $ 96 Interest $ 164 $ 176 Leasing: Salaries, commissions and benefits $ 239 $ 164 |
Income Taxes | Income Taxes We have elected to qualify as a real estate investment trust, or REIT, under Sections 856-860 of the Internal Revenue Code of 1986, as amended, and intend to remain so qualified. In some instances, we follow methods of accounting for income tax purposes that differ from generally accepted accounting principles. Earnings and profits, which determine the taxability of distributions to shareholders, will differ from net income or loss reported for financial reporting purposes due to differences in cost basis, differences in the estimated useful lives used to compute depreciation, and differences between the allocation of our net income or loss for financial reporting purposes and for tax reporting purposes. We could be subject to a federal excise tax computed on a calendar year basis if we were not in compliance with the distribution provisions of the Internal Revenue Code. We have, in the past, distributed a substantial portion of our taxable income in the subsequent fiscal year and might also follow this policy in the future. No provision for excise tax was made for the years ended December 31, 2022 and 2021, as no excise tax was due in those years. There were no per share distribution s paid to common shareholders, Series B, Series C and Series D preferred shareholders for the years ended December 31, 2022 and 2021. We follow accounting requirements that prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more likely than not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the “more likely than not” recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely to be realized upon settlement to determine the amount of benefit to recognize in the consolidated financial statements. PRI is subject to federal, state and local income taxes. We ha d no federal or state income tax provision or benefit in the years ended December 31, 2022 or 2021 . We had net deferred tax assets of $ 12.5 million and $ 11.0 million for the years ended December 31, 2022 and 2021, respectively. The deferred tax assets are primarily the result of net operating losses and could be subject to Internal Revenue Code (Section 382) limitation. A valuation allowance has been established for the full amount of the net deferred tax assets, because we have determined that it is more likely than not that these assets will not be realized based on recent earnings history for our taxable REIT subsidiaries. The timing and manner in which we can utilize the net operating loss carry-forward and future income tax deductions in any year may be limited by provisions of the Internal Revenue Code regarding the change in ownership of corporations. Such limitation may have an impact on the ultimate realization of our carry-forwards and future tax deductions. Section 382 of the Internal Revenue Code (Section 382) imposes limitations on a corporation’s ability to utilize net operating losses if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. Prior period ownership changes, coupled with our projections of the lack of taxable income for the foreseeable future, would substantially limit any future benefit to be derived from our NOLs, especially those generated in pre-2018 tax years. As of December 31, 2022, we had $ 48.3 million of gross net operating loss (“NOL”) carryforwards for U.S. federal tax purposes, respectively. As of December 21, 2022, we had U.S. federal NOL carryforwards in the amount of $ 34.0 million, gross, that were generated prior to 2018 and will begin to expire, if unused, in 2023. Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), federal NOL carryforwards generated in tax years beginning after December 31, 2017 may be carried forward indefinitely. As of December 31, 2022, we had $ 14.3 million of gross NOL carryforwards generated after 2017 for U.S. federal tax purposes, which may be used to offset 80 % of our taxable income annually. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain financing. Such costs are amortized to interest expense over the terms of the related indebtedness. Interest expense is determined in a manner that approximates the effective interest method in the case of costs associated with mortgage loans, or on a straight-line basis in the case of costs associated with our First Lien Revolving Facility and Term Loans (see note 4). |
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 derivative financial instruments. We do not use derivative financial instruments for trading or speculative purposes. Currently, we use interest rate swaps to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs. Derivative financial instruments are recorded on the consolidated balance sheet as assets or liabilities based on the fair value of the instrument. Changes in the fair value of derivative financial instruments are recognized currently in earnings, unless the derivative financial instrument meets the criteria for hedge accounting. If the derivative financial instruments meet the criteria for a cash flow hedge, the gains and losses in the fair value of the instrument are deferred in other comprehensive (loss) income. Gains and losses on a cash flow hedge are reclassified into earnings when the forecasted transaction affects earnings. A contract that is designated as a hedge of an anticipated transaction that is no longer likely to occur is immediately recognized in earnings. The anticipated transaction to be hedged must expose us to interest rate risk, and the hedging instrument must reduce the exposure and meet the requirements for hedge accounting. We must formally designate the instrument as a hedge and document and assess the effectiveness of the hedge at inception and on a quarterly basis. Interest rate hedges that are designated as cash flow hedges are designed to mitigate the risks associated with future cash outflows on debt. We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. Our derivative assets are recorded in “Deferred costs and other assets” and our derivative liabilities are recorded in “Fair value of derivative instruments.” Interest rate swaps qualified for hedge accounting treatment with changes in the fair value of the derivatives recorded through accumulated other comprehensive (loss) income. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. As of December 31, 2022 , we have assessed the significance of the effect of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Operating Partnership Unit Redemptions | Operating Partnership Unit Redemptions Shares issued upon redemption of OP Units are recorded at the book value of the OP Units surrendered. |
Reverse Share Split | Reverse Share Split On Jun e 16, 2022, the C ompany effected a one-for-fifteen reverse share split of its common shares. Upon the effectiveness of the reverse share split, every 15 issued and outstanding common shares were combined into one issued and outstanding common share, with no change in par value per share, and the authorized number of common shares was proportionally reduced. Shareholders entitled to fractional shares as a result of the reverse share split were entitled to receive a cash payment in lieu of receiving fractional shares. All common share and per share data in the consolidated financial statements and notes to the consolidated financial statements have been retrospectively revised to reflect the reverse share split. Common shares underlying outstanding options, time based restricted share units, performance based share units and restricted shares were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. Additionally, the conversion rate of OP Units into common shares was automatically proportionally adjusted from one-for-one to fifteen-for-one. The reverse share split resulted in bringing the Company into compliance with the minimum bid price requirement for maintaining its listing on the New York Stock Exchange (the “NYSE”), and on July 1, 2022, the Company received notice from the NYSE that it had regained compliance with the minimum bid price requirement. The Company's common shares continued to trade under the symbol “PEI” and began trading on a split-adjusted basis on June 16, 2022 . On Decemb er 15, 2022, the Company received written notice from the NYSE that the Company failed to maintain an average market global capitalization over a consecutive 30 trading-day period of at least $ 15 million which resulted in NYSE delisting its securities. The securities were transferred to "OTC Pink Market" and later to OTCQB, both operated by OTC Markets Group Inc. As of December 31, 2022 , the Company's shares were traded on OTC Pink Market, under the symbols PRET (Common Shares), PRETL (Preferred Series B), PRETM (Preferred Series C), and PRETN (Preferred Series D). |
Common Stock Issuances | Common Stock Issuances The following table summarizes the common stock share activity for the year ended December 31, 2022: Shares Balance at December 31, 2021 5,347 Shares issued under employee and trustee compensation plans, net of shares retired 8 Shares issued upon redemption of Operating Partnership units 1 Balance at December 31, 2022 5,356 |
Share-Based Compensation Expense | Share-Based Compensation Expense Share based payments to employees and non-employee trustees, including grants of restricted share units and share options, are valued at fair value on the date of grant, and are expensed over the applicable vesting period. These awards are accounted for as liability awards and remeasured at fair value each reporting period. The liability for these awards is included in accrued expenses and other liabilities in the consolidated balance sheets and compensation cost is recorded ratably over the respective vesting period. Forfeitures are recognized as incurred. For further information regarding share-based compensation expense, see Note 8. |
Earnings Per Share | Earnings P er Share The difference between basic weighted average shares outstanding and diluted weighted average shares outstanding is the dilutive effect of common share equivalents. Common share equivalents consist primarily of shares that are issued under employee share compensation programs and outstanding share options whose exercise price is less than the average market price of our common shares during these periods. |
New Accounting Developments | New Accounting Developments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). In January 2021, the FASB issued ASU 2021-01 to provide additional guidance around Topic 848 primarily as it relates to the ASU’s effect on derivative contracts. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, which defers the sunset date to December 31, 2024. This guidance was adopted effective January 1, 2022 and did not have a material impact on our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which provides amendments to address diversity and inconsistency related to the recognition and measurement of contract assets and liabilities acquired in a business combination. Amendments require that an acquirer recognize and measure contract assets/liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. While this standard is not in effect at this time, the Company will evaluate and implement if applicable. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Assets | The estimated useful lives are as follows: Buildings 20 - 40 years Land improvements 15 years Furniture/fixtures 3 - 10 years Tenant improvements Lease term |
Summary of Intangible Assets and Liabilities, Net of Accumulated Amortization | The following table presents our intangible assets and liabilities, net of accumulated amortization, as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 Intangible Assets: Value of in-place lease intangibles, net $ 3,374 $ 4,805 Goodwill, net 5,249 5,249 Total intangible assets $ 8,623 $ 10,054 Intangible Liabilities: Below-market lease intangibles, net $ 84 $ 95 Total intangible liabilities $ 84 $ 95 |
Summary of Intangible Assets Amortized in Next Five Years | In the normal course of business, our intangible assets will amort ize in the next five years and thereafter as follows: (in thousands of dollars) Value of Lease Below Market For the Year Ending December 31, Intangibles Leases, net 2023 $ 1,097 $ ( 10 ) 2024 1,057 ( 10 ) 2025 308 ( 10 ) 2026 222 ( 10 ) 2027 221 ( 10 ) 2028 and thereafter 469 ( 34 ) Total $ 3,374 $ ( 84 ) |
Schedule of Capitalized Salaries, Commissions and Benefits, Real Estate Taxes and Interest | The following table summarizes our capitalized salaries, commissions and benefits, real estate taxes and interest for the years ended December 31, 2022 and 2021: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Development/Redevelopment: Salaries and benefits $ 46 $ 96 Interest $ 164 $ 176 Leasing: Salaries, commissions and benefits $ 239 $ 164 |
Real Estate Activities (Tables)
Real Estate Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in real estate as of December 31, 2022 and 2021 were comprised of the following: December 31, (in thousands of dollars) 2022 2021 Buildings, improvements and construction in progress $ 2,549,731 $ 2,762,675 Land, including land held for development 389,930 443,686 Total investments in real estate 2,939,661 3,206,361 Accumulated depreciation ( 1,370,065 ) ( 1,405,260 ) Net investments in real estate $ 1,569,596 $ 1,801,101 |
Impairment of Assets | During the year ended December 31, 2021 , we recorded asset impairment losses of $ 9.9 million, which are recorded in “Impairment of assets” in the consolidated statements of operations. The assets that incurred impairment losses and the amount of such losses are as follows: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Plymouth Meeting Mall $ 39,256 $ — Cumberland Mall 4,845 — Exton Square Mall — 8,374 Valley View Center — 1,302 Monroe Marketplace — 262 Total impairment of assets $ 44,101 $ 9,938 Plymouth Meeting Mall During the year ended December 31, 2022 , we recorded a loss on impairment of assets on Plymouth Meeting Mall in Plymouth Meeting, Pennsylvania for a total of $ 39.3 million. We made the determination to reduce the holding period for Plymouth Meeting Mall as a result of our expectation to sell the property. This was a triggering event that led us to conduct an impairment analysis, which determined the fair value of the property to be below its carrying value. |
Summary of Capitalized Construction and Development Information | As of December 31, 2022 and 2021, we had capitalized amounts related to construction and development activities. The following table summarizes certain capitalized construction and development information for our consolidated properties as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 Construction in progress $ 42,659 $ 45,828 Land held for development 2,058 4,339 Deferred costs and other assets 7,862 6,058 Total capitalized construction and development activities $ 52,579 $ 56,225 |
Summary of Assets and Liabilities Held for Sale | As of December 31, 2022, we had assets and liabilities of properties that have been classified as held for sale. The following table summarizes the assets and liabilities held for sale as of December 31, 2022: December 31, (in thousands of dollars) 2022 Assets held for sale: Operating properties $ 58,562 Tenant and other receivables, net of allowance 226 Other assets 2,979 Total assets held for sale $ 61,767 Liabilities held for sale: Accrued expenses and other liabilities $ ( 2,539 ) Total liabilities held for sale $ ( 2,539 ) |
Investments in Partnerships (Ta
Investments in Partnerships (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Investments | The following table presents summarized financial information of our equity investments in unconsolidated partnerships as of December 31, 2022 and 2021: December 31, (in thousands of dollars) 2022 2021 ASSETS: Investments in real estate, at cost: Operating properties $ 741,007 $ 847,560 Construction in progress 5,346 6,456 Total investments in real estate 746,353 854,016 Accumulated depreciation ( 237,791 ) ( 247,133 ) Net investments in real estate 508,562 606,883 Cash and cash equivalents 28,186 59,004 Deferred costs and other assets, net 142,929 155,247 Total assets 679,677 821,134 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 400,141 493,904 FDP Term Loan, net 104,427 194,602 Partnership Loans 214,008 115,543 Other liabilities 155,873 141,619 Total liabilities 874,449 945,668 Net investment ( 194,772 ) ( 124,534 ) Partners’ share ( 102,495 ) ( 62,771 ) PREIT’s share ( 92,277 ) ( 61,763 ) Excess investment (1) 6,986 6,718 Net investments and advances $ ( 85,291 ) $ ( 55,045 ) Investment in partnerships, at equity $ 7,845 $ 16,525 Distributions in excess of partnership investments ( 93,136 ) ( 71,570 ) Net investments and advances $ ( 85,291 ) $ ( 55,045 ) (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 (loss) income of partnerships.” |
Summary of Share of Equity in Loss of Partnerships | The following table summarizes our share of equity in loss of partnerships for the years ended December 31, 2022 and 2021: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Real estate revenue $ 109,390 $ 120,861 Expenses: Property operating and other expenses ( 45,805 ) ( 52,111 ) Interest expense (1) ( 51,319 ) ( 44,547 ) Depreciation and amortization ( 23,918 ) ( 29,200 ) Total expenses ( 121,042 ) ( 125,858 ) Net loss ( 11,652 ) ( 4,997 ) Less: Partners’ share 5,507 1,469 PREIT’s share ( 6,145 ) ( 3,528 ) Amortization of excess investment - ( 204 ) Equity in loss of partnerships $ ( 6,145 ) $ ( 3,732 ) (1) Net of capitalized interest expense of $ 8 thousand and $ 347 thousand for the year ended December 31, 2022 and 2021 , respectively. |
Schedule of Property Total of Principal Payments | The property total of principal payments due in the next five years and thereafter is as follows: (in thousands of dollars) Property 2023 $ 82,462 2024 7,675 2025 61,848 2026 8,323 2027 and thereafter 241,850 Total principal payments 402,158 Less: Unamortized debt issuance costs 2,017 Carrying value of mortgage notes payable $ 400,141 |
Financing Activity (Tables)
Financing Activity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate Properties [Line Items] | |
Schedule Of Credit Facility Interest Expense and Deferred Financing Fee Amortization | Interest expense and deferred financing fee amortization related to the Credit Agreements for the years ended December 31, 2022 and 2021 were as follows: For the Year Ended December 31, (in thousands of dollars) 2022 2021 Revolving Facilities: Interest expense (1) $ 1,817 $ 2,222 Deferred financing amortization 1,113 1,194 Term Loans: Interest expense (2) 91,980 84,594 Deferred financing amortization 6,683 7,130 (2) All of the expense applied to the Term Loans, of which $ 60.9 million and $ 48.2 million, for the year ended December 31, 2022 and 2021 , respectively, was for the Second Lien Term Loan Facility and was not paid in cash, but capitalized to the principal balance of the loan. |
Carrying and Fair Values of Mortgage Loans | The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at December 31, 2022 and 2021 are as follows: 2022 2021 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 751.5 $ 733.7 $ 852.5 $ 846.6 (1) The carrying value of consolidated mortgage loans excludes unamortized debt issuance cos ts of $ 2.1 m illion and $ 1.2 million as of December 31, 2022 and 2021 , respectively. |
Consolidated Properties | |
Real Estate Properties [Line Items] | |
Timing of Principal Payments and Terms of Mortgage Loans | The following table outlines the timing of principal payments and balloon payments pursuant to the terms of our consolidated mortgage loans of our consolidated properties as of December 31, 2022: (in thousands of dollars) Principal Balloon Total 2023 $ 8,537 $ 401,124 $ 409,661 2024 6,405 119,643 126,048 2025 4,406 211,346 215,752 2026 — — — 2027 and thereafter — — — Total principal payments $ 19,348 $ 732,113 751,461 Less: Unamortized debt issuance costs 2,065 Carrying value of mortgage notes payable $ 749,396 |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash, Cash Equivalents, and Restricted Cash Reported within Statement of Cash Flows | The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of December 31, 2022 and 2021. December 31, (in thousands of dollars) 2022 2021 Cash and cash equivalents $ 22,937 $ 43,852 Restricted cash included in other assets 11,752 14,225 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 34,689 $ 58,077 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of December 31, 2022 and 2021 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. Maturity Date Aggregate Notional Aggregate Fair Value at Aggregate Fair Value at Weighted Derivatives in Cash Flow Hedging Relationships Interest Rate Swaps 2023 $ 300.0 $ 2.4 $ ( 8.1 ) 2.70 % 2024 100.0 1.5 - 3.59 % Total $ 400.0 $ 3.9 $ ( 8.1 ) 2.92 % (1) As of December 31, 2022 and 2021 , 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 (loss) income and on our consolidated statements of operations for the years ended December 31, 2022 and 2021: Year Ended December 31, Amount of Gain or Amount of Gain or (Loss) Reclassified (in millions of dollars) 2022 2021 2022 2021 Derivatives in Cash Flow Hedging Relationships Interest rate products $ 12.3 $ ( 11.4 ) $ ( 3.1 ) $ 11.9 Year Ended December 31, (in millions of dollars) 2022 2021 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 141.8 ) $ ( 128.0 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ ( 3.1 ) $ 11.9 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Status of Unvested Restricted Shares and Changes | A summary of the status of our unvested restricted shares as of December 31, 2022 and changes during the years ended December 31, 2022 and 2021 are presented below: Shares Weighted Average January 1, 2021 138,448 $ 84.00 Shares granted — — Shares vested ( 82,067 ) 31.35 Shares forfeited ( 1,623 ) 62.40 December 31, 2021 54,758 163.50 Shares granted — — Shares vested ( 34,219 ) 13.72 Shares forfeited ( 2,305 ) 55.88 December 31, 2022 18,234 $ 458.33 |
Assumptions Used in Monte Carlo Simulations Used to Determine Aggregate Fair Values | The table also sets forth the assumptions used in the Monte Carlo simulations used to determine the aggregate fair values of the RSU awards in 2020 and 2019 by grant date: (dollars in thousands, except per share data) RSUs and assumptions by Grant Date Grant Date: February 24, 2020 January 29, 2019 Measurement Basis: Core Mall Non-Anchor Occupancy Fixed Charge Coverage Ratio Absolute TSR Relative TSR RSUs granted 354,972 354,972 210,193 210,193 Aggregate fair value of shares granted $ 1,217 $ 1,217 $ 1,550 $ 1,890 Weighted average fair value per share $ 3.43 $ 3.43 $ 7.38 $ 8.99 Volatility 53.0 % 53.0 % 40.3 % 40.3 % Risk free interest rate 1.35 % 1.35 % 2.58 % 2.58 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table presents additional information pertaining to the Company’s leases: Year Ended December 31, For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 808 $ — $ — $ 808 $ 809 $ — $ — $ 809 Interest on lease liabilities 239 — — 239 242 — — 242 Operating lease costs — 2,342 250 2,592 — 2,155 1,493 3,648 Variable lease costs — 183 853 1,036 — 180 149 329 Total lease costs $ 1,047 $ 2,525 $ 1,103 $ 4,675 $ 1,051 $ 2,335 $ 1,642 $ 5,028 |
Supplemental Cash Flows and Terms | Other information related to leases as of and for the years ended December 31, 2022 and 2021 are as follows: (in thousands of dollars) 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 238 $ 242 Operating cash flows used for operating leases $ 2,612 $ 2,721 Financing cash flows used for finance leases $ 754 $ 750 Weighted average remaining lease term-finance leases (months) 63 75 Weighted average remaining lease term-operating leases (months) 283 291 Weighted average discount rate-finance leases 4.38 % 4.36 % Weighted average discount rate-operating leases 6.46 % 6.43 % |
Future Minimum Payments Against Lease Liabilities Maturity | Future payments against lease liabilities as of December 31, 2022 are as follows: (in thousands of dollars) Finance leases Operating leases Total 2023 $ 985 $ 2,556 $ 3,541 2024 950 2,471 3,421 2025 929 2,428 3,357 2026 926 2,429 3,355 2027 859 2,450 3,309 Thereafter 288 46,208 46,496 Total undiscounted lease payments 4,937 58,542 63,479 Less imputed interest ( 536 ) ( 30,285 ) ( 30,821 ) Total lease liabilities $ 4,401 $ 28,257 $ 32,658 |
Lessor, Operating Lease, Payments to be Received, Maturity | As of December 31, 2022, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancellable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. Except for utility reimbursements, the fixed and variable lease payments are included with lease revenue in the consolidated statements of operations. Utility reimbursements are included within expense reimbursements as a separate line item in the consolidated statement of operations as their pattern of transfer is not aligned with the other payments. (in thousands of dollars) For the Year Ending December 31, 2023 $ 238,875 2024 209,425 2025 171,344 2026 140,934 2027 112,925 Thereafter 295,445 $ 1,168,948 |
Disaggregation of Fixed Lease Revenue and Variable Lease Revenue | The disaggregation of fixed lease revenue and variable lease revenue for the year ended December 31, 2022 is as follows: For the Year Ended December 31, (in thousands of dollars) 2022 Fixed lease revenue $ 209,693 Variable lease revenue 62,058 Total lease revenue $ 271,751 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Nature of Operations (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 01, 2023 USD ($) | Jun. 16, 2022 | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) Subsidiary Segment Property State | Dec. 31, 2021 USD ($) | |
Real Estate Properties [Line Items] | |||||
Number of real estate properties | Property | 23 | ||||
Number of states in which entity operates | State | 8 | ||||
Common stock, conversion ratio | 15 | ||||
Period of conversion | 1 year | ||||
Number of subsidiaries | Subsidiary | 2 | ||||
Number of reportable segments | Segment | 1 | ||||
Outstanding line of credit | $ 22,481 | $ 54,549 | |||
Straight line rent adjustments | (500) | $ (300) | |||
FDP Loan Agreement | |||||
Real Estate Properties [Line Items] | |||||
Debt Balance | $ 104,400 | ||||
Debt instrument, maturity date | Jan. 22, 2024 | ||||
Principal payment | $ 90,200 | ||||
FDP Loan Agreement | Subsequent Event | |||||
Real Estate Properties [Line Items] | |||||
Joint ventures obligations | 50% | ||||
Principal payment | $ 39,200 | $ 26,100 | |||
Credit Agreements | |||||
Real Estate Properties [Line Items] | |||||
Debt Instrument, restrictive covenants | In December 2022, we exercised our option and satisfied the conditions to extend the maturity date of our Credit Agreements, such that it is now December 10, 2023 (the “Maturity Date”). The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. | ||||
Debt instrument, maturity date | Dec. 10, 2023 | ||||
PREIT Associates, L.P. - Operating Partnership | |||||
Real Estate Properties [Line Items] | |||||
Interest in the Operating Partnership | 98.70% | ||||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Minimum | |||||
Real Estate Properties [Line Items] | |||||
Percentage of consolidated revenue having no single tenant | 10% | ||||
Mall | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | Property | 19 | ||||
Other Retail Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | Property | 3 | ||||
Development Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | Property | 1 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Going Concern Considerations (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Outstanding line of credit | $ 22,481 | $ 54,549 | |
Credit Agreements | First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 332,100 | ||
Credit Agreements | First Lien Term Loan | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Repayment of Loan | $ 26,300 | ||
Credit Agreements | Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 647,100 | ||
Credit Agreements | First Lien Revolving Facility | |||
Debt Instrument [Line Items] | |||
Outstanding line of credit | $ 22,500 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Partnership Investments (Details) - Partnership Investments | Dec. 31, 2022 |
Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Partnership investment, ownership interest | 40% |
Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Partnership investment, ownership interest | 50% |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Revenue and Receivables (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Revenue from tenant rent and other tenant-related activities | 97% | |
Straight line rent adjustments | $ (0.5) | $ (0.3) |
Straight-line rent receivable | $ 26.7 | $ 29.1 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |
Tenant improvements | Lease term |
Buildings | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 20 years |
Buildings | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 40 years |
Land improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 15 years |
Furniture/fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture/fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 10 years |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2001 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Goodwill | $ 5,249 | $ 5,249 | |
Amortization of intangible assets | $ 1,100 | ||
Increase in revenue | 296,028 | 296,430 | |
Value of In-Place Lease Intangibles | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 1,400 | 1,300 | |
Above/(Below) Market Leases | |||
Finite Lived Intangible Assets [Line Items] | |||
Increase in revenue | 10 | $ 39 | |
Three Equity Method Investees | |||
Finite Lived Intangible Assets [Line Items] | |||
Goodwill | $ 2,500 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Summary of Intangible Assets and Liabilities, Net of Accumulated Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 5,249 | $ 5,249 |
Total intangible assets | 8,623 | 10,054 |
Below-market lease intangibles, net | 84 | 95 |
Total intangible liabilities | 84 | 95 |
Value of in-place lease intangibles | ||
Goodwill And Intangible Assets [Line Items] | ||
Value of in-place lease intangibles, net | $ 3,374 | $ 4,805 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Summary of Intangible Assets Amortized in Next Five Years (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill And Intangible Assets [Line Items] | |
Below Market Leases, net, 2023 | $ (10) |
Below Market Leases, net, 2024 | (10) |
Below Market Leases, net, 2025 | (10) |
Below Market Leases, net, 2026 | (10) |
Below Market Leases, net, 2027 | (10) |
Below Market Leases, net, 2028 and thereafter | (34) |
Below Market Leases, net, Total | (84) |
Value of in-place lease intangibles | |
Goodwill And Intangible Assets [Line Items] | |
Intangibles, 2023 | 1,097 |
Intangibles, 2024 | 1,057 |
Intangibles, 2025 | 308 |
Intangibles, 2026 | 222 |
Intangibles, 2027 | 221 |
Intangibles, 2028 and thereafter | 469 |
Intangibles. Total | $ 3,374 |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Assets Classified as Held for Sale (Details) - Property | Dec. 31, 2022 | Dec. 31, 2021 |
Hotel Land Parcels | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 2 | 2 |
Recedential | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 1 | |
Multifamily Land Parcels | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 2 | |
Vacant Anchor Box Space | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 1 | |
Retail Site | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 2 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Schedule of Capitalized Salaries, Commissions and Benefits, Real Estate Taxes and Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Salaries and benefits | $ 46 | $ 96 |
Interest | 164 | 176 |
Salaries, commissions and benefits | $ 239 | $ 164 |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Schedule of Distributions Paid to Shareholders (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Series B Preferred Stock | ||
Component Of Operating Cost And Expense [Line Items] | ||
Per-share distributions | $ 0 | $ 0 |
Series C Preferred Stock | ||
Component Of Operating Cost And Expense [Line Items] | ||
Per-share distributions | 0 | 0 |
Series D Preferred Stock | ||
Component Of Operating Cost And Expense [Line Items] | ||
Per-share distributions | $ 0 | $ 0 |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Real Estate Properties [Line Items] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Net deferred tax assets | $ 12,500,000 | $ 11,000,000 |
Percentage of ownership of certain stockholders | 50% | |
Ownership of certain stockholders period | 3 years | |
Taxable income | 80% | |
U.S. Federal Tax | ||
Real Estate Properties [Line Items] | ||
Gross net operating loss carryforwards | $ 48,300,000 | |
U.S. Federal Tax | Tax Year 2018 | ||
Real Estate Properties [Line Items] | ||
Gross net operating loss carryforwards | 34,000,000 | |
U.S. Federal Tax | Tax Year 2017 | ||
Real Estate Properties [Line Items] | ||
Gross net operating loss carryforwards | $ 14,300,000 | |
Series B Preferred Stock | ||
Real Estate Properties [Line Items] | ||
Per-share distributions | $ 0 | $ 0 |
Series C Preferred Stock | ||
Real Estate Properties [Line Items] | ||
Per-share distributions | 0 | 0 |
Series D Preferred Stock | ||
Real Estate Properties [Line Items] | ||
Per-share distributions | $ 0 | $ 0 |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Derivatives (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) Derivativeinstrument | Aug. 24, 2022 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, notional amount | $ 400 | |
Credit Agreements | Term Loans | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Number of voluntarily de-designated interest rate swaps from cash flow hedges | Derivativeinstrument | 9 | |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, notional amount | $ 400 | $ 100 |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Reverse Share Split (Details) $ in Millions | 12 Months Ended | ||||
Dec. 15, 2022 USD ($) | Jun. 16, 2022 | Feb. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Real Estate Properties [Line Items] | |||||
Common stock, conversion ratio | 15 | ||||
Stockholders' Equity, Reverse Stock Split | On June 16, 2022, the Company effected a one-for-fifteen reverse share split of its common shares. Upon the effectiveness of the reverse share split, every 15 issued and outstanding common shares were combined into one issued and outstanding common share, with no change in par value per share, and the authorized number of common shares was proportionally reduced. Shareholders entitled to fractional shares as a result of the reverse share split were entitled to receive a cash payment in lieu of receiving fractional shares. All common share and per share data in the consolidated financial statements and notes to the consolidated financial statements have been retrospectively revised to reflect the reverse share split. Common shares underlying outstanding options, time based restricted share units, performance based share units and restricted shares were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. Additionally, the conversion rate of OP Units into common shares was automatically proportionally adjusted from one-for-one to fifteen-for-one. The reverse share split resulted in bringing the Company into compliance with the minimum bid price requirement for maintaining its listing on the New York Stock Exchange (the “NYSE”), and on July 1, 2022, the Company received notice from the NYSE that it had regained compliance with the minimum bid price requirement. The Company's common shares continued to trade under the symbol “PEI” and began trading on a split-adjusted basis on June 16, 2022 | ||||
Trading period | 30 days | 30 days | 30 days | ||
Average market global capitalization amount | $ 15 |
Organization and Summary of _18
Organization and Summary of Significant Accounting Policies - Summery of Common Stock Share Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 shares | |
Accounting Policies [Abstract] | |
Balance at December 31, 2021 | 5,347 |
Shares Issued Under Employee and Trustee Compensation Plans, Net of Shares Retired, Shares | 8 |
Shares issued upon redemption of operating partnership units, shares | 1 |
Balance at December 31, 2022 | 5,356 |
Real Estate Activities - Invest
Real Estate Activities - Investments in Real Estate (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Real Estate [Abstract] | ||
Buildings, improvements and construction in progress | $ 2,549,731 | $ 2,762,675 |
Land, including land held for development | 389,930 | 443,686 |
Total investments in real estate | 2,939,661 | 3,206,361 |
Accumulated depreciation | (1,370,065) | (1,405,260) |
Net investments in real estate | $ 1,569,596 | $ 1,801,101 |
Real Estate Activities - Impair
Real Estate Activities - Impairments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 14, 2022 | |
Real Estate Properties [Line Items] | |||
Impairment of asset | $ 44,101 | $ 9,938 | |
Plymouth Meeting Mall | |||
Real Estate Properties [Line Items] | |||
Impairment of asset | 39,256 | ||
Impairment loss | $ 39,300 | ||
Exton Square Mall | |||
Real Estate Properties [Line Items] | |||
Impairment of asset | $ 8,374 | ||
Disposal group, consideration | $ 28,800 |
Real Estate Activities - Impa_2
Real Estate Activities - Impairment of Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment Of Assets [Line Items] | ||||
Impairment of real estate assets | $ 44,101 | $ 9,938 | ||
Plymouth Meeting Mall | ||||
Impairment Of Assets [Line Items] | ||||
Impairment of real estate assets | 39,256 | |||
Cumberland Mall | ||||
Impairment Of Assets [Line Items] | ||||
Impairment of real estate assets | $ 4,845 | |||
Exton Square Mall | ||||
Impairment Of Assets [Line Items] | ||||
Impairment of real estate assets | 8,374 | |||
Valley View Center | ||||
Impairment Of Assets [Line Items] | ||||
Impairment of real estate assets | $ 1,300 | 1,302 | ||
Monroe Marketplace | ||||
Impairment Of Assets [Line Items] | ||||
Impairment of real estate assets | $ 300 | $ 262 |
Real Estate Activities - Dispos
Real Estate Activities - Dispositions (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Feb. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) Outparcels | Aug. 31, 2022 USD ($) Outparcels | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | May 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Mortgage loans payable, net | $ 749,396 | $ 749,396 | $ 851,283 | |||||||||||
Cash proceeds from sales of real estate | 89,744 | 5,008 | ||||||||||||
(Loss) gain on sales of real estate, net | 10,829 | (1,180) | ||||||||||||
Impairment of Real Estate | 44,101 | 9,938 | ||||||||||||
Proceeds from redemption of preferred equity | $ 2,500 | |||||||||||||
Gain on sale of preferred equity interest | 3,688 | 0 | ||||||||||||
Number of outparcels sold | Outparcels | 3 | 2 | ||||||||||||
Valley View Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Mortgage loans payable, net | $ 27,200 | |||||||||||||
Disposal group, consideration | 2,600 | 2,600 | ||||||||||||
Cash proceeds from sales of real estate | 2,400 | |||||||||||||
(Loss) gain on sales of real estate, net | $ 1,600 | |||||||||||||
Monroe Marketplace | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | $ 1,000 | |||||||||||||
Impairment of Real Estate | $ 300 | 262 | ||||||||||||
Valley View Center | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | $ 3,500 | |||||||||||||
Impairment of Real Estate | $ 1,300 | $ 1,302 | ||||||||||||
Moorestown Mall Parcel Sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | $ 10,100 | |||||||||||||
Cash proceeds from sales of real estate | 800 | |||||||||||||
Lease termination fee | 9,000 | |||||||||||||
(Loss) gain on sales of real estate, net | $ 1,000 | |||||||||||||
Cumberland Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Impairment loss | 4,800 | |||||||||||||
Cash proceeds from sales of real estate | $ 44,600 | |||||||||||||
Impairment of Real Estate | 4,845 | |||||||||||||
Magnolia Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | $ 900 | |||||||||||||
Moorestown Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | $ 3,400 | $ 11,800 | ||||||||||||
Cash proceeds from sales of real estate | 3,100 | 11,700 | ||||||||||||
(Loss) gain on sales of real estate, net | 1,800 | 8,800 | ||||||||||||
Francis Scott Key Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | 2,400 | |||||||||||||
Cash proceeds from sales of real estate | 2,400 | |||||||||||||
(Loss) gain on sales of real estate, net | $ 1,700 | |||||||||||||
The Mall at Prince Georges | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | 8,500 | 2,400 | ||||||||||||
Cash proceeds from sales of real estate | 8,200 | |||||||||||||
(Loss) gain on sales of real estate, net | $ 4,600 | |||||||||||||
Mall At Prince Georges And Magnolia Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Cash proceeds from sales of real estate | 3,200 | |||||||||||||
(Loss) gain on sales of real estate, net | $ 2,800 | |||||||||||||
Plymouth Meeting Mall | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Impairment loss | 39,300 | |||||||||||||
Impairment of Real Estate | $ 39,256 | |||||||||||||
Plymouth Meeting Mall | Subsequent Event | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Disposal group, consideration | $ 27,000 | |||||||||||||
Cash proceeds from sales of real estate | $ 26,300 |
Real Estate Activities - Capita
Real Estate Activities - Capitalized Construction And Development Information For Our Consolidated Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Real Estate Capitalized Costs [Line Items] | ||
Construction in progress | $ 42,659 | $ 45,828 |
Land held for development | 2,058 | 4,339 |
Deferred costs and other assets, net | 91,902 | 128,923 |
Capitalized Construction and Development Activities | ||
Real Estate Capitalized Costs [Line Items] | ||
Construction in progress | 42,659 | 45,828 |
Land held for development | 2,058 | 4,339 |
Deferred costs and other assets, net | 7,862 | 6,058 |
Total capitalized construction and development activities | $ 52,579 | $ 56,225 |
Real Estate Activities - Summar
Real Estate Activities - Summary of Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | $ 61,767 | $ 8,780 |
Liabilities on assets held for sale | 2,539 | $ 212 |
Assets Classified as Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 61,767 | |
Liabilities on assets held for sale | (2,539) | |
Assets Classified as Held for Sale | Operating Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 58,562 | |
Assets Classified as Held for Sale | Tenant and Other Receivables, Net of Allowance | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 226 | |
Assets Classified as Held for Sale | Other Assets | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 2,979 | |
Assets Classified as Held for Sale | Accrued Expenses and Other Liabilities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Liabilities on assets held for sale | $ (2,539) |
Investments in Partnerships - S
Investments in Partnerships - Summary of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investments in real estate, at cost: | ||
Operating properties | $ 741,007 | $ 847,560 |
Construction in progress | 5,346 | 6,456 |
Total investments in real estate | 746,353 | 854,016 |
Accumulated depreciation | (237,791) | (247,133) |
Net investments in real estate | 508,562 | 606,883 |
Cash and cash equivalents | 28,186 | 59,004 |
Deferred costs and other assets, net | 142,929 | 155,247 |
Total assets | 679,677 | 821,134 |
LIABILITIES AND PARTNERS’ INVESTMENT: | ||
Mortgage loans payable, net | 400,141 | 493,904 |
FDP Term Loan, net | 104,427 | 194,602 |
Partnership Loans | 214,008 | 115,543 |
Other liabilities | 155,873 | 141,619 |
Total liabilities | 874,449 | 945,668 |
Net investment | (194,772) | (124,534) |
Partners’ share | (102,495) | (62,771) |
PREIT’s share | (92,277) | (61,763) |
Excess investment | 6,986 | 6,718 |
Net investments and advances | (85,291) | (55,045) |
Investment in partnerships, at equity | 7,845 | 16,525 |
Distributions in excess of partnership investments | $ (93,136) | $ (71,570) |
Investments in Partnerships -_2
Investments in Partnerships - Summary of Share of Equity in Loss of Partnerships (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Real estate revenue | $ 109,390 | $ 120,861 |
Expenses: | ||
Property operating and other expenses | (45,805) | (52,111) |
Interest expense | (51,319) | (44,547) |
Depreciation and amortization | (23,918) | (29,200) |
Total expenses | (121,042) | (125,858) |
Net loss | (11,652) | (4,997) |
Less: Partners’ share | 5,507 | 1,469 |
PREIT’s share | (6,145) | (3,528) |
Amortization of excess investment | (204) | |
Equity in loss of partnerships | $ (6,145) | $ (3,732) |
Investments in Partnerships -_3
Investments in Partnerships - Summary of Share of Equity in Income of Partnerships (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Capitalized interest expense | $ 8 | $ 347 |
Investments in Partnerships -FD
Investments in Partnerships -FDP Sale of Unit (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Gain (loss) on sales of real estate by equity method investee | $ 0 | $ 1,337 | |
Sale of 801 Market Street, Unit 202 | |||
Schedule of Equity Method Investments [Line Items] | |||
Gain (loss) on sales of real estate by equity method investee | $ 1,300 | ||
Sale of 801 Market Street, Unit 202 | Partnership Interest | |||
Schedule of Equity Method Investments [Line Items] | |||
Proceeds from real estate and real estate joint ventures | 5,300 | ||
Gain (loss) on sales of real estate by equity method investee | $ 2,600 | ||
Sale of 801 Market Street, Unit 202 | Partnership Interest | PM Gallery LP | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 50% |
Investments in Partnerships - F
Investments in Partnerships - FDP Loan Agreement (Details) - FDP Loan Agreement - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 01, 2023 | Dec. 10, 2020 | Jan. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2019 | Jan. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | ||||||
Long-term debt | $ 350 | $ 250 | ||||
Principal payment | $ 90.2 | |||||
Outstanding principal | $ 104.4 | |||||
Debt instrument, maturity date | Jan. 22, 2024 | |||||
Debt instrument extension term | 1 year | |||||
Debt, variable interest rate | 2.50% | |||||
Percentage of full recourse guarantee | 50% | |||||
Full recourse guarantee amount | $ 50 | |||||
Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Principal payment | $ 39.2 | $ 26.1 | ||||
Debt yield covenant ratio | 12% | |||||
Joint ventures obligations | 50% | |||||
Federal Funds Rate | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 0.50% | |||||
LIBOR Market Index Rate | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 1% | |||||
LIBOR | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 3.50% | |||||
Federal Fund Rate Plus One Half | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 0.50% | |||||
Adjusted Term SOFR for One Month Tenor Plus One Percent | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 1% | |||||
Partnership Loan | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Principal payment | $ 100 | |||||
Outstanding principal | $ 301 | $ 201 | ||||
Accrued interest percentage | 15% | |||||
Cash distributions description | 50/50 cash distributions to the Company and its joint venture partner. |
Investments in Partnerships - M
Investments in Partnerships - Mortgage Loans of Unconsolidated Properties (Details) | 12 Months Ended |
Dec. 31, 2022 Property | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 5.07% |
Fixed Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 4.49% |
Variable Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 7.97% |
Mortgage Loan | Fixed Interest Rate | Minimum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 3.88% |
Mortgage Loan | Fixed Interest Rate | Maximum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 0.19% |
Unconsolidated Properties | |
Mortgage Loans On Real Estate [Line Items] | |
Number of properties securing mortgage debt | 6 |
Number of fixed rate mortgage loans payable | 6 |
Unconsolidated Properties | Mortgage Loan | |
Mortgage Loans On Real Estate [Line Items] | |
Property under development | 1 |
Mortgage loan due date | 2031 |
Unconsolidated Properties | Mortgage Loan | Fixed Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 4.11% |
Unconsolidated Properties | Mortgage Loan | Fixed Interest Rate | Minimum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 3.20% |
Unconsolidated Properties | Mortgage Loan | Fixed Interest Rate | Maximum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 5.50% |
Investments in Partnerships -_4
Investments in Partnerships - Schedule of Property Total of Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Mortgage Loans On Real Estate [Line Items] | ||
Property Total | $ 402,158 | |
Less: Unamortized debt issuance costs | 2,017 | |
Carrying value of mortgage notes payable | 400,141 | $ 493,904 |
2023 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Property Total | 82,462 | |
2024 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Property Total | 7,675 | |
2025 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Property Total | 61,848 | |
2026 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Property Total | 8,323 | |
2027 and Thereafter [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Property Total | $ 241,850 |
Investments in Partnerships -_5
Investments in Partnerships - Mortgage Loan Activity (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||
Jun. 30, 2021 | Jun. 25, 2021 | Oct. 31, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Mortgage loans payable, net | $ 749,396 | $ 851,283 | ||||
Mortgage Loan | Pavilion at Market East | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Mortgage loans payable, net | $ 8,750 | $ 7,600 | ||||
Debt instrument, payment terms | 3 years | 2 years | ||||
Debt instrument extension term | 1 year | |||||
Debt instrument, maturity date | Oct. 31, 2025 | May 31, 2023 | ||||
Debt instrument interest only payments period | 2022-05 | |||||
Debt, variable interest rate | 4% | |||||
Debt instrument fixed interest rate | 5.50% | |||||
Mortgage Loan | Red Rose Commons | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Mortgage loans payable, net | $ 34,000 | |||||
Debt instrument, payment terms | 10 years | |||||
Debt instrument, maturity date | Jul. 06, 2031 | |||||
Debt instrument fixed interest rate | 3.30% | |||||
Mortgage Loan | The Court at Oxford Valley | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Mortgage loans payable, net | $ 55,000 | |||||
Debt instrument, payment terms | 10 years | |||||
Debt instrument, maturity date | Jul. 01, 2031 | |||||
Debt instrument interest only payments period | 2024-08 | |||||
Debt instrument fixed interest rate | 3.20% | |||||
LIBOR | Mortgage Loan | Pavilion at Market East | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 3.50% |
Investments in Partnerships - D
Investments in Partnerships - Dispositions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Mortgage loans, carrying value | $ 749,396 | $ 851,283 | ||
Disposal group, cash | $ 100 | |||
Gain (loss) on sales of interests in real estate | 10,829 | (1,180) | ||
Cash proceeds from sales of real estate | $ 89,744 | $ 5,008 | ||
Gain on sale of equity method investment | $ 100 | |||
Gloucester Premium Outlets | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Disposal group, percentage of ownership interest | 25% | |||
Disposal group, consideration | $ 35,400 | |||
Disposal group, cash | 14,100 | |||
Disposal group, debt assumption | 21,400 | |||
Gain (loss) on sales of interests in real estate | 9,100 | |||
Cash proceeds from sales of real estate | $ 14,000 | |||
Gloucester Premium Outlets | Mortgage Loan | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Debt instrument extension term | 1 year | |||
Mortgage loans, carrying value | $ 86,000 | |||
Debt instrument, maturity date | Mar. 01, 2023 |
Financing Activity - Credit Agr
Financing Activity - Credit Agreements (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 01, 2021 | Jun. 30, 2021 | Feb. 08, 2021 USD ($) | Feb. 28, 2023 USD ($) | Sep. 30, 2021 | Dec. 31, 2022 USD ($) ft² Property | Dec. 31, 2021 USD ($) | Dec. 10, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Outstanding line of credit | $ 22,481,000 | $ 54,549,000 | ||||||
Deferred financing costs | 6,037,000 | 1,125,000 | ||||||
Gain on debt extinguishment, net | 0 | 4,587,000 | ||||||
Amounts equal to greater than termination or modification of lease | 2,500,000 | |||||||
Cash and cash equivalents | 22,937,000 | $ 43,852,000 | ||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Amounts received on behalf of guarantor in consideration of termination or modification of lease. | $ 3,500,000 | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Leased premises | ft² | 7,500 | |||||||
Debt instrument discounted amount | $ 750,000 | |||||||
Percentage of aggregate contractual base rent | 25% | |||||||
Outstanding obligations | $ 3,500,000 | |||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, line of credit arrangements | $ 2,300,000 | |||||||
First Lien Credit Agreement Base Rate Loans | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
First Lien Credit Agreement Base Rate Loans | LIBOR Market Index Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1% | |||||||
First Lien Credit Agreement Base Rate Loans | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1.50% | |||||||
Second Lien Credit Agreement Base Rate Loan | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
Second Lien Credit Agreement Base Rate Loan | LIBOR Market Index Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1% | |||||||
Second Lien Credit Agreement Base Rate Loan | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1.50% | |||||||
Debt instrument interest rate | 7% | |||||||
Second Lien Credit Agreement LIBOR Loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
Second Lien Credit Agreement LIBOR Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 8% | |||||||
Credit Agreements | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity period | 2022-12 | |||||||
Number of properties | Property | 10 | |||||||
Number of malls | Property | 9 | |||||||
Number of additional parcels | Property | 1 | |||||||
Percentage of minimum corporate debt yield | 7.25% | 6.50% | ||||||
Debt Instrument, restrictive covenants | In December 2022, we exercised our option and satisfied the conditions to extend the maturity date of our Credit Agreements, such that it is now December 10, 2023 (the “Maturity Date”). The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. | |||||||
Minimum liquidity comprised of unrestricted cash held in certain deposit accounts subject to control agreements | $ 25,000,000 | |||||||
Maximum certain other deposit account not subject to control agreement | 5,000,000 | |||||||
Percentage of minimum senior debt yield | 11.35% | |||||||
Maximum cash not retain in property level accounts held by subsidiaries | $ 6,500,000 | |||||||
Required Percentage of net proceeds from debt issuance to outstanding debt for voluntary and mandatory prepayment of debt | 100% | |||||||
Required percentage of net proceeds from equity issuance to outstanding debt for voluntary and mandatory prepayment of debt | 50% | |||||||
Required percentage of net other proceeds along with proceeds equity issuance to outstanding debt for voluntary and mandatory prepayment of debt | 50% | |||||||
Required percentage of net proceeds from asset disposition to outstanding debt for voluntary and mandatory prepayment of debt or designated collateral proceeds account | 70% | |||||||
Required percentage of net other proceeds along with asset disposition to outstanding debt for voluntary and mandatory prepayment of debt | 30% | |||||||
Required percentage of net proceeds from insurance to outstanding debt for voluntary and mandatory prepayment of debt | 100% | |||||||
Required percentage of net proceeds from sale of property to sale value for voluntary and mandatory prepayment of debt | 100% | |||||||
Required percentage of property appraisal to property value for voluntary and mandatory prepayment of debt | 110% | |||||||
Required percentage of net proceeds from non-income producing parcel for voluntary and mandatory prepayment of debt or designated collateral proceeds account | 100% | |||||||
Required percentage of net proceeds from non-income producing parcel for voluntary and mandatory prepayment of debt description | in the event a non-income producing parcel is released, 70% of net cash proceeds (with the other 30% required to either (i) prepay loans (under the First Lien Credit Agreement, the revolving loans) or (ii) be deposited into a designated collateral proceeds account) | |||||||
Percentage of remaining cash proceeds to be used for second lien in excess of first lien credit | 100% | |||||||
Maximum senior debt yield percentage for prepayment of debt | 12.06% | |||||||
Maximum liquidity to request for disbursement of funds in collateral | $ 12,500,000 | |||||||
Mandatory repayment of debt in event of minimum requirement of unrestricted cash or cash equivalents exceeds | 40,000,000 | |||||||
Minimum amount of indebtedness to consider failure to pay | 25,000,000 | |||||||
Minimum amount of non-recourse indebtedness to consider failure to pay | $ 250,000,000 | |||||||
Debt instrument, maturity date | Dec. 10, 2023 | |||||||
Credit Agreements | Guarantor Subsidiaries or Non-Guarantor Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Required Percentage of net proceeds from debt issuance to outstanding debt for voluntary and mandatory prepayment of debt | 100% | |||||||
Required percentage of net proceeds from equity issuance to outstanding debt for voluntary and mandatory prepayment of debt | 50% | |||||||
Required percentage of net proceeds from asset disposition to outstanding debt for voluntary and mandatory prepayment of debt or designated collateral proceeds account | 70% | |||||||
Required percentage of net proceeds from insurance to outstanding debt for voluntary and mandatory prepayment of debt | 100% | |||||||
Credit Agreements | First Lien Revolving Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding line of credit | $ 22,500,000 | |||||||
Remaining borrowing capacity | 107,500,000 | |||||||
Credit Agreements | First Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | 332,100,000 | |||||||
Long-term debt | 332,100,000 | |||||||
Credit Agreements | First Lien Term Loan | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of Loan | $ 26,300,000 | |||||||
Credit Agreements | Second Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | 647,100,000 | |||||||
Long-term debt | $ 647,100,000 | |||||||
Secured First Lien Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | $ 130,000,000 | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | 10,000,000 | |||||||
First Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | 384,500,000 | |||||||
Second Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | 535,200,000 | |||||||
Revolving Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 2.50% | |||||||
Revolving Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 3.50% | |||||||
First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Days of interest period | 30 days | |||||||
Percentage of amount greater than equal to 50% of aggregate amount of revolving commitments | 0.35% | |||||||
Percentage of daily amount of unused revolving commitments | 50% | |||||||
Percentage of amount less than 50% of aggregate amount of revolving commitments | 0.25% | |||||||
Debt instrument, variable rate description | Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus (w) for revolving loans, 2.50% per annum, and (x) for term loans, 4.74% per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50% per annum, and (z) for term loans, 5.74% per annum, in each case, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30-day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent | |||||||
First Lien Credit Agreement | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
First Lien Credit Agreement | Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 4.74% | |||||||
First Lien Credit Agreement | Term Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 5.74% | |||||||
Second Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate description | Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus 7.00% per annum. LIBOR Loans bear interest at LIBOR plus 8.00% per annum, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our obligations under the First Lien Credit Agreement and any other senior debt obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement. | |||||||
First Amendment | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument waiver of default interest | $ 5,300,000 | |||||||
Principal amount of loans outstanding | $ 535,200,000 |
Financing Activity - Interest E
Financing Activity - Interest Expense and Deferred Financing Amortization (Details) - Credit Agreements and Restructured Credit Agreements - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2018 Revolving Facility | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 1,817 | $ 2,222 |
Deferred financing amortization | 1,113 | 1,194 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Interest expense | 91,980 | 84,594 |
Deferred financing amortization | $ 6,683 | $ 7,130 |
Financing Activity - Interest_2
Financing Activity - Interest Expense and Deferred Financing Amortization (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Second lien Term Loans | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 60.9 | $ 48.2 |
Financing Activity - Consolidat
Financing Activity - Consolidated Mortgage Loan Activity (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Mortgage Loan | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage loans payable, net | $ | $ 749,396 | $ 851,283 |
Weighted average interest rate | 5.07% | |
Fixed Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 4.49% | |
Variable Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 7.97% | |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Real Estate Properties Used As Collateral On Credit Facility | Mortgage | 7 | |
Mortgage Loan | Fixed Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Number of loans with fixed interest rates | 6 | |
Mortgage Loan | Fixed Rate Mortgages | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate during period | 3.88% | |
Mortgage Loan | Fixed Rate Mortgages | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate during period | 0.19% | |
Mortgage Loan | Variable Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Number of loans with variable interest rates | 3 |
Financing Activity - Timing of
Financing Activity - Timing of Principal Payments and Terms of Mortgage Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Total | ||
Carrying value of mortgage notes payable | $ 749,396 | $ 851,283 |
Mortgage Loan | ||
Total | ||
Less: Unamortized debt issuance costs | 2,100 | $ 1,200 |
Mortgage Loan | Consolidated Properties | ||
Principal Amortization | ||
2023 | 8,537 | |
2024 | 6,405 | |
2025 | 4,406 | |
2027 and thereafter | 0 | |
Total principal payments | 19,348 | |
Balloon Payments | ||
2023 | 401,124 | |
2024 | 119,643 | |
2025 | 211,346 | |
2027 and thereafter | 0 | |
Total principal payments | 732,113 | |
Total | ||
2023 | 409,661 | |
2024 | 126,048 | |
2025 | 215,752 | |
2027 and thereafter | 0 | |
Total principal payments | 751,461 | |
Less: Unamortized debt issuance costs | 2,065 | |
Carrying value of mortgage notes payable | $ 749,396 |
Financing Activity - Carrying a
Financing Activity - Carrying and Fair Values of Mortgage Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | $ 749,396 | $ 851,283 |
Carrying Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | 751,500 | 852,500 |
Fair Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, fair value | $ 733,700 | $ 846,600 |
Financing Activity - Carrying_2
Financing Activity - Carrying and Fair Values of Mortgage Loans (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Debt issuance costs, line of credit arrangements | $ 2.1 | $ 1.2 |
Financing Activity - Mortgage L
Financing Activity - Mortgage Loan Activity (Details) - USD ($) | 12 Months Ended | ||||||
Oct. 31, 2022 | Aug. 31, 2022 | Aug. 01, 2022 | Dec. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Mortgage loans, carrying value | $ 749,396,000 | $ 851,283,000 | |||||
Repayments of mortgage loans | $ 0 | $ 135,155,000 | |||||
Cherry Hill Mall | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument extended maturity period description | The maturity date was extended by one month and subsequently for an additional month through November 1, 2022. On October 31, 2022, certain of our consolidated subsidiaries entered into a second amendment and extension agreement to extend the maturity date for three months through February 1, 2023 with one option to extend by an additional three-month period through May 1, 2023. On January 13, 2023, we elected the option to extend the maturity date to May 1, 2023. | ||||||
Cherry Hill Mall | Mortgage Loan | Commercial Real Estate | |||||||
Debt Instrument [Line Items] | |||||||
Mortgage loans, carrying value | $ 243,700,000 | ||||||
Mortgage loans, maturity date | Sep. 01, 2022 | ||||||
Lender fees as additional debt issuance costs | $ 2,500 | ||||||
Cumberland Mall | Mortgage Loan | Commercial Real Estate | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of mortgage loans | $ 39,100,000 | ||||||
Mortgage loans, maturity date | Aug. 01, 2022 | ||||||
Woodland Amendment | Mortgage Loan | Commercial Real Estate | |||||||
Debt Instrument [Line Items] | |||||||
Mortgage loans, carrying value | $ 106,100,000 | ||||||
Mortgage loans, maturity date | Dec. 10, 2022 | ||||||
Lender fees as additional debt issuance costs | $ 400 |
Financing Activity - Note Payab
Financing Activity - Note Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Gain on debt extinguishment, net | $ 0 | $ 4,587 | ||
Paycheck Protection Program of Coronavirus Aid, Relief, and Economic Security (CARES) Act | Note Payable | ||||
Debt Instrument [Line Items] | ||||
Proceeds from mortgage loans | $ 4,500 | |||
Debt instrument, maturity date | Apr. 15, 2022 | |||
Note payable, deferred payment period | 2021-08 | |||
Fixed interest rate | 1% | |||
Note payable, loan forgiveness term | 168 days | |||
Gain on debt extinguishment, net | $ 4,600 |
Cash Flow Information - Additio
Cash Flow Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Significant Noncash Transactions [Line Items] | |||
Cash and cash equivalents and restricted cash | $ 34,689 | $ 58,077 | $ 51,231 |
Tenant security deposits | 2,000 | 1,600 | |
Cash paid for interest | 68,700 | 68,900 | |
Net of capitalized interest | 200 | 200 | |
Aggregate repayments on term loan | 47,358 | 4,684 | |
Decrease in accrued construction costs | 2,600 | 1,300 | |
Paid-in-kind interest | 60,865 | 48,243 | |
Non-cash transactions for transfer of operating properties to assets held for sale | 59,900 | ||
Second Lien Term Loan Facility | |||
Other Significant Noncash Transactions [Line Items] | |||
Paid-in-kind interest | 60,900 | 48,200 | |
First Lien Revolving Facility | |||
Other Significant Noncash Transactions [Line Items] | |||
Aggregate repayments on term loan | 32,100 | 300 | |
Term Loans | |||
Other Significant Noncash Transactions [Line Items] | |||
Aggregate repayments on term loan | $ 47,400 | $ 4,700 | |
Common Stock | |||
Other Significant Noncash Transactions [Line Items] | |||
Conversion of units, shares issued (in shares) | 785 | 63,028 |
Cash Flow Information - Summary
Cash Flow Information - Summary of Cash, Cash Equivalents, and Restricted Cash Reported within Statement of Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 22,937 | $ 43,852 | |
Restricted cash included in other assets | 11,752 | 14,225 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 34,689 | $ 58,077 | $ 51,231 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) | 12 Months Ended | ||
Aug. 24, 2022 USD ($) Agreement | Dec. 31, 2022 USD ($) Derivativeinstrument | Dec. 31, 2021 USD ($) | |
Derivative Instruments [Line Items] | |||
Derivative, notional amount | $ 400,000,000 | ||
Estimate increase to interest expense | $ 3,600,000 | ||
Weighted average interest rate | 2.92% | ||
Amount of gain or (loss) reclassified from accumulated other comprehensive income into interest expense | $ 3,100,000 | $ (11,900,000) | |
Interest rate derivative liabilities, at fair value | 0 | ||
Non-Designated Swaps | |||
Derivative Instruments [Line Items] | |||
Amount of gain or (loss) reclassified from accumulated other comprehensive income into interest expense | 0 | $ (100,000) | |
Interest Rate Swap | |||
Derivative Instruments [Line Items] | |||
Derivative, notional amount | $ 100,000,000 | $ 400,000,000 | |
Weighted average interest rate | 3.59% | 2.92% | |
Number of interest rate swap agreements | Agreement | 2 | ||
Debt instrument, maturity date | May 24, 2024 | ||
Credit Agreements | |||
Derivative Instruments [Line Items] | |||
Debt instrument, maturity date | Dec. 10, 2023 | ||
Credit Agreements | Term Loans | |||
Derivative Instruments [Line Items] | |||
Number of voluntarily de-designated interest rate swaps from cash flow hedges | Derivativeinstrument | 9 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Aggregate Notional Value | $ 400 | ||
Aggregate Fair Value | [1] | $ 3.9 | $ (8.1) |
Weighted Average Interest Rate | 2.92% | ||
Interest Rate Swaps 2023 Maturity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Aggregate Notional Value | $ 300 | ||
Aggregate Fair Value | [1] | $ 2.4 | $ (8.1) |
Weighted Average Interest Rate | 2.70% | ||
Interest Rate Swaps 2024 Maturity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Aggregate Notional Value | $ 100 | ||
Aggregate Fair Value | [1] | $ 1.5 | |
Weighted Average Interest Rate | 3.59% | ||
[1] As of December 31, 2022 and 2021 , 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). |
Derivatives - Effect of Our Der
Derivatives - Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments | $ 12,300 | $ (11,400) |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense | $ (3,100) | $ 11,900 |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net |
Interest Expense | $ (141,760) | $ (128,031) |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Benefit Plans [Line Items] | ||
Percentage of defined plan agreement | 30% | |
Contributions to plan | $ 700 | $ 700 |
Supplemental Retirement Plans expenses | $ 37 | $ 200 |
Employee Share Purchase Plan | ||
Benefit Plans [Line Items] | ||
Common stock purchase at a discount | 15% |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Multiplier Installments $ / shares shares | Dec. 31, 2021 USD ($) Multiplier Installments $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting, percentage | 33.30% | 50% | |
2003 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total remaining number of common shares to be issued | shares | 149,835 | ||
Time Based Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ 1,200,000 | $ 2,500,000 | |
Aggregate fair value of shares granted | $ 4,600,000 | ||
Unrecognized compensation expense | $ 100,000 | ||
CEO Time Based Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Average closing price common share traded period | 60 days | ||
Vest in equal installments | Installments | 3 | ||
Number of awards granted | shares | 53,355 | ||
Weighted average grant date fair value | $ / shares | $ 25.65 | ||
2021 PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ 300,000 | ||
Award modification measurement period based on total shareholder return | 3 years | ||
Award modification measurement period based on total shareholder return start date | Jan. 01, 2021 | ||
Award modification measurement period based on total shareholder return end date | Dec. 31, 2023 | ||
Share-based payment arrangement performance level multiplier | Multiplier | 1 | ||
Number of awards granted | shares | 102,967 | ||
2021 PSUs | Core Mall Occupancy | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 3 years | ||
2021 PSUs | Corporate Debt Yield | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 3 years | ||
2021 PSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement performance level multiplier | Multiplier | 0.5 | ||
2021 PSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement performance level multiplier | Multiplier | 2 | ||
2020 RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance measures of core mall non-anchor occupancy period | 3 years | ||
Performance measure fixed charge coverage ratio period | 3 years | ||
Performance measure of core mall non-anchor occupancy weighted percentage | 50% | ||
Performance measures of fixed charge coverage ratio weighted percentage | 50% | ||
2022 PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ (300,000) | ||
Award modification measurement period based on total shareholder return | 3 years | ||
Award modification measurement period based on total shareholder return start date | Jan. 01, 2022 | ||
Award modification measurement period based on total shareholder return end date | Dec. 31, 2024 | ||
Share-based payment arrangement performance level multiplier | Multiplier | 1 | ||
Number of awards granted | shares | 236,575 | ||
2022 PSUs | Core Mall Occupancy | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 3 years | ||
2022 PSUs | Corporate Debt Yield | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 3 years | ||
2022 PSUs | Core Mall Sales Per Square Foot | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 3 years | ||
2022 PSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement performance level multiplier | Multiplier | 0.5 | ||
2022 PSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement performance level multiplier | Multiplier | 2 | ||
Restricted Share Unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ 800,000 | $ 1,900,000 | |
Shares vest over period | 3 years | ||
Shares issued | shares | 0 | 0 | |
Non-Employee Trustees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ 2,600,000 | $ 4,600,000 | |
Accrued amortization relating to employee separation | 50,000 | 100,000 | |
Income tax benefit for share based compensation arrangements | 0 | ||
Non-Employee Trustees | Accrued Expenses and Other Liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liability awards | 500,000 | 1,200,000 | |
Non-Employee Trustees | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation costs capitalized | 1,000 | 10,000 | |
Non-Employee Trustees | Time Based Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | 70,000 | 500,000 | |
Aggregate fair value of shares granted | $ 900,000 | $ 800,000 | |
Shares vest over period | 1 year | ||
Number of awards granted | shares | 40,884 | ||
Weighted average grant date fair value | $ / shares | $ 5.95 | $ 31.05 | |
Fair value of shares vested | $ 200,000 | $ 700,000 | |
Non-Employee Trustees | Time Based Restricted Share Equity Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 0 | ||
Non-Employee Trustees | Restricted Share Unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted | shares | 155,186 | 24,738 | |
Employees | Time Based Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued amortization relating to employee separation | $ 50,000 | $ 60,000 | |
Aggregate fair value of shares granted | $ 3,900,000 | ||
Number of awards granted | shares | 113,775 | ||
Weighted average grant date fair value | $ / shares | $ 48.30 | ||
Fair value of shares vested | 500,000 | 1,600,000 | |
Employees | Time Based Restricted Stock Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 1 year | ||
Employees | Time Based Restricted Stock Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 3 years | ||
Employees | Outperformance Units ("OPUs") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ 700,000 | 4,200,000 | |
Number of shares vested | shares | 53,114,000 | ||
Number of awards granted | shares | 70,208 | ||
Employees | Outperformance Units ("OPUs") | Vest Immediately | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting, percentage | 50% | ||
Employees | Outperformance Units ("OPUs") | Subject to an Additional One-year Vesting Requirement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 1 year | ||
Awards vesting, percentage | 25% | ||
Employees | Outperformance Units ("OPUs") | Subject to an Additional Two-year Vesting Requirement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vest over period | 2 years | ||
Awards vesting, percentage | 25% | ||
Employees | Time Based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate compensation expense | $ 10,000 | 600,000 | |
Accrued amortization relating to employee separation | 10,000 | 10,000 | |
Aggregate fair value of shares granted | $ 4,100,000 | $ 2,800,000 | |
Vest in equal installments | Installments | 3 | ||
Number of awards granted | shares | 322,531 | 94,494 | |
Weighted average grant date fair value | $ / shares | $ 12.75 | $ 29.25 | |
Director | Time Based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vest in equal installments | Installments | 2 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Status of Unvested Restricted Shares and Changes (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Shares, Beginning Balance | 54,758 | 138,448 |
Unvested, Shares granted | 0 | 0 |
Unvested, Shares vested | (34,219) | (82,067) |
Unvested, Shares forfeited | (2,305) | (1,623) |
Unvested Shares, Ending Balance | 18,234 | 54,758 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 163.50 | $ 84 |
Weighted Average Grant Date Fair Value, Shares granted | 0 | 0 |
Weighted Average Grant Date Fair Value, Shares vested | 13.72 | 31.35 |
Weighted Average Grant Date Fair Value, Shares forfeited | 55.88 | 62.40 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 458.33 | $ 163.50 |
Share Based Compensation - Assu
Share Based Compensation - Assumptions Used in Monte Carlo Simulations Used to Determine Aggregate Fair Values (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2020 | Jan. 29, 2019 |
Core Mall Non-Anchor Occupancy | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 354,972 | |
Aggregate Fair Value Of Awards On Grant Date | $ 1,217 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.43 | |
Volatility | 53% | |
Risk free interest rate | 1.35% | |
Absolute TSR RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 210,193 | |
Aggregate Fair Value Of Awards On Grant Date | $ 1,550 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 7.38 | |
Volatility | 40.30% | |
Risk free interest rate | 2.58% | |
Fixed Charge Coverage Ratio | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 354,972 | |
Aggregate Fair Value Of Awards On Grant Date | $ 1,217 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.43 | |
Volatility | 53% | |
Risk free interest rate | 1.35% | |
Relative TSR RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 210,193 | |
Aggregate Fair Value Of Awards On Grant Date | $ 1,890 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 8.99 | |
Volatility | 40.30% | |
Risk free interest rate | 2.58% |
Leases - As Lessee (Details)
Leases - As Lessee (Details) | 12 Months Ended |
Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Lessee, operating lease, renewal term | 60 years |
Lessee, Operating Lease, Existence of Option to Extend | true |
Lessor, Operating Lease, Existence of Option to Extend | false |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Lessee, operating lease, term of contract | 3 years |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Lessee, operating lease, term of contract | 40 years |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | $ 808 | $ 809 |
Interest on lease liabilities | 239 | 242 |
Operating lease costs | 2,592 | 3,648 |
Variable lease costs | 1,036 | 329 |
Total lease costs | 4,675 | 5,028 |
Solar Panel Leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 808 | 809 |
Interest on lease liabilities | 239 | 242 |
Operating lease costs | 0 | 0 |
Variable lease costs | 0 | 0 |
Total lease costs | 1,047 | 1,051 |
Ground Leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 0 | 0 |
Interest on lease liabilities | 0 | 0 |
Operating lease costs | 2,342 | 2,155 |
Variable lease costs | 183 | 180 |
Total lease costs | 2,525 | 2,335 |
Office, equipment, and vehicle leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 0 | 0 |
Interest on lease liabilities | 0 | 0 |
Operating lease costs | 250 | 1,493 |
Variable lease costs | 853 | 149 |
Total lease costs | $ 1,103 | $ 1,642 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows and Terms (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows used for finance leases | $ 238 | $ 242 |
Operating cash flows used for operating leases | 2,612 | 2,721 |
Financing cash flows used for finance leases | $ 754 | $ 750 |
Weighted average remaining lease term-finance leases (months) | 63 months | 75 months |
Weighted average remaining lease term-operating leases (months) | 283 months | 291 months |
Weighted average discount rate-finance leases | 4.38% | 4.36% |
Weighted average discount rate-operating leases | 6.46% | 6.43% |
Leases - Future Payments Agains
Leases - Future Payments Against Lease Liabilities Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finance leases | |
2023 | $ 985 |
2024 | 950 |
2025 | 929 |
2026 | 926 |
2027 | 859 |
Thereafter | 288 |
Total undiscounted lease payments | 4,937 |
Less imputed interest | (536) |
Total lease liabilities | $ 4,401 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesAndOtherLiabilities |
Operating leases | |
2023 | $ 2,556 |
2024 | 2,471 |
2025 | 2,428 |
2026 | 2,429 |
2027 | 2,450 |
Thereafter | 46,208 |
Total undiscounted lease payments | 58,542 |
Less imputed interest | (30,285) |
Total lease liabilities | $ 28,257 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesAndOtherLiabilities |
Total | |
2023 | $ 3,541 |
2024 | 3,421 |
2025 | 3,357 |
2026 | 3,355 |
2027 | 3,309 |
Thereafter | 46,496 |
Total undiscounted lease payments | 63,479 |
Less imputed interest | (30,821) |
Total lease liabilities | $ 32,658 |
Leases - Lessor Payments to be
Leases - Lessor Payments to be Received, Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 238,875 |
2024 | 209,425 |
2025 | 171,344 |
2026 | 140,934 |
2027 | 112,925 |
Thereafter | 295,445 |
Total payments to be received | $ 1,168,948 |
Leases- Disaggregation of Fixed
Leases- Disaggregation of Fixed Lease Revenue and Variable Lease Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease, Lease Income [Abstract] | ||
Fixed lease revenue | $ 209,693 | |
Variable lease revenue | 62,058 | |
Total lease revenue | $ 271,751 | $ 270,065 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Total rent expense | $ 1.6 | $ 1 |
Health Insurance Premiums paid to related party | $ 2.1 | $ 1.9 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fashion District Philadelphia | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 1 |
Percentage of contractual obligation | 100% |
PM Gallery LP | Fashion District Philadelphia | |
Other Commitments [Line Items] | |
Ownership percentage | 50% |
Construction in Progress | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 3.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Preferred Dividend Arrearages (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Other Commitments [Line Items] | |
Preferred shares, authorized (in shares) | shares | 25 |
Cumulative amount of unpaid dividends on preferred stock | $ | $ 68.4 |
Series B Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | $ 1.8436 |
Unpaid dividends per share on preferred stock | 0.61 |
Series C Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 1.80 |
Unpaid dividends per share on preferred stock | 0.50 |
Series D Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 1.7188 |
Unpaid dividends per share on preferred stock | $ 0.30 |
Commitments and Contingencies_3
Commitments and Contingencies - Employment Agreements (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Officer | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||
Number of officer in employment agreements | Officer | 2 | |
Aggregate base compensation | $ | $ 1,430 | $ 1,390 |
Officer | ||
Other Commitments [Line Items] | ||
Renewal of agreements term | 1 year |
Commitments and Contingencies_4
Commitments and Contingencies - Provision for Employee Separation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||
Severance costs | $ 300,000 | $ 300,000 |
Accrued severance | $ 200,000 | |
Maximum | ||
Other Commitments [Line Items] | ||
Accrued severance | $ 100,000 |
Commitments and Contingencies_5
Commitments and Contingencies - NYSE Continued Listing Standards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 15, 2022 | Feb. 04, 2022 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Average market global capitalization amount | $ 15 | ||
Average closing price, per share | $ 1 | $ 1 | |
Trading period | 30 days | 30 days | 30 days |
Commitments and Contingencies_6
Commitments and Contingencies - Property Damage from Natural Disaster (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Jacksonville Mall, Jacksonville, North Carolina | |
Loss Contingencies [Line Items] | |
Net recoveries | $ 0.7 |
Commitments and Contingencies_7
Commitments and Contingencies - Environmental (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental insurance coverage claims per occurrence | $ 10 |
Environmental insurance coverage claims aggregate | $ 10 |
Schedule III - Summary of Real
Schedule III - Summary of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 345,423 | ||
Initial Cost of Building & Improvements | 1,411,148 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 1,183,090 | ||
Balance of Land and Land Held for Development | 389,930 | ||
Balance of Building & Improvements and Construction in Progress | 2,549,731 | ||
Accumulated Depreciation Balance | 1,370,065 | $ 1,405,260 | $ 1,308,427 |
Current Encumbrance | 751,461 | ||
Capital City Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | 11,380 | ||
Initial Cost of Building & Improvements | 65,575 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 61,471 | ||
Balance of Land and Land Held for Development | 11,325 | ||
Balance of Building & Improvements and Construction in Progress | 127,101 | ||
Accumulated Depreciation Balance | $ 65,874 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Cherry Hill Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 29,938 | ||
Initial Cost of Building & Improvements | 185,611 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 257,064 | ||
Balance of Land and Land Held for Development | 48,610 | ||
Balance of Building & Improvements and Construction in Progress | 424,003 | ||
Accumulated Depreciation Balance | 290,914 | ||
Current Encumbrance | $ 243,675 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Dartmouth Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 7,015 | ||
Initial Cost of Building & Improvements | 28,323 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 55,416 | ||
Balance of Land and Land Held for Development | 12,021 | ||
Balance of Building & Improvements and Construction in Progress | 78,733 | ||
Accumulated Depreciation Balance | 52,397 | ||
Current Encumbrance | $ 53,727 | ||
Date of Acquisition/ Construction | 1998 | ||
Life of Depre- ciation | 40 years | ||
Francis Scott Key Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 9,786 | ||
Initial Cost of Building & Improvements | 47,526 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 39,295 | ||
Balance of Land and Land Held for Development | 9,155 | ||
Balance of Building & Improvements and Construction in Progress | 87,452 | ||
Accumulated Depreciation Balance | 50,821 | ||
Current Encumbrance | $ 52,458 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Jacksonville Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 9,188 | ||
Initial Cost of Building & Improvements | 47,139 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 36,814 | ||
Balance of Land and Land Held for Development | 9,913 | ||
Balance of Building & Improvements and Construction in Progress | 83,228 | ||
Accumulated Depreciation Balance | $ 47,379 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Magnolia Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 6,229 | ||
Initial Cost of Building & Improvements | 42,302 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 57,354 | ||
Balance of Land and Land Held for Development | 14,368 | ||
Balance of Building & Improvements and Construction in Progress | 91,517 | ||
Accumulated Depreciation Balance | $ 57,972 | ||
Date of Acquisition/ Construction | 1998 | ||
Life of Depre- ciation | 40 years | ||
Monroe Land | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 262 | ||
Cost of Improvements Net of Retirements and Impairment Charges | $ (262) | ||
Date of Acquisition/ Construction | 2006 | ||
Moorestown Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 10,934 | ||
Initial Cost of Building & Improvements | 64,746 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 100,512 | ||
Balance of Land and Land Held for Development | 18,899 | ||
Balance of Building & Improvements and Construction in Progress | 156,847 | ||
Accumulated Depreciation Balance | $ 87,323 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Patrick Henry Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 16,075 | ||
Initial Cost of Building & Improvements | 86,643 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 55,359 | ||
Balance of Land and Land Held for Development | 16,398 | ||
Balance of Building & Improvements and Construction in Progress | 141,679 | ||
Accumulated Depreciation Balance | 85,384 | ||
Current Encumbrance | $ 83,079 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Plymouth Meeting Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 26,984 | ||
Initial Cost of Building & Improvements | 58,388 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 55,969 | ||
Balance of Land and Land Held for Development | 5,055 | ||
Balance of Building & Improvements and Construction in Progress | 142,648 | ||
Accumulated Depreciation Balance | $ 94,518 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
The Mall at Prince Georges | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 23,247 | ||
Initial Cost of Building & Improvements | 57,686 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 61,174 | ||
Balance of Land and Land Held for Development | 7,117 | ||
Balance of Building & Improvements and Construction in Progress | 130,128 | ||
Accumulated Depreciation Balance | $ 79,096 | ||
Date of Acquisition/ Construction | 1998 | ||
Life of Depre- ciation | 40 years | ||
Springfield Town Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 119,912 | ||
Initial Cost of Building & Improvements | 353,551 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 25,534 | ||
Balance of Land and Land Held for Development | 119,911 | ||
Balance of Building & Improvements and Construction in Progress | 379,086 | ||
Accumulated Depreciation Balance | $ 106,380 | ||
Date of Acquisition/ Construction | 2015 | ||
Life of Depre- ciation | 40 years | ||
Swedes Square Land | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 189 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 36 | ||
Balance of Land and Land Held for Development | $ 225 | ||
Date of Acquisition/ Construction | 2004 | ||
Valley Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 8,325 | ||
Initial Cost of Building & Improvements | 57,931 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 83,511 | ||
Balance of Land and Land Held for Development | 23,999 | ||
Balance of Building & Improvements and Construction in Progress | 125,768 | ||
Accumulated Depreciation Balance | $ 62,667 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Viewmont Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 12,505 | ||
Initial Cost of Building & Improvements | 61,519 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 48,330 | ||
Balance of Land and Land Held for Development | 12,598 | ||
Balance of Building & Improvements and Construction in Progress | 109,756 | ||
Accumulated Depreciation Balance | 63,261 | ||
Current Encumbrance | $ 67,185 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Willow Grove Park | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 26,748 | ||
Initial Cost of Building & Improvements | 131,189 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 112,377 | ||
Balance of Land and Land Held for Development | 36,537 | ||
Balance of Building & Improvements and Construction in Progress | 233,777 | ||
Accumulated Depreciation Balance | 126,094 | ||
Current Encumbrance | $ 145,237 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Woodland Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 26,706 | ||
Initial Cost of Building & Improvements | 123,019 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 133,136 | ||
Balance of Land and Land Held for Development | 43,799 | ||
Balance of Building & Improvements and Construction in Progress | 238,008 | ||
Accumulated Depreciation Balance | 99,985 | ||
Current Encumbrance | $ 106,100 | ||
Date of Acquisition/ Construction | 2005 | ||
Life of Depre- ciation | 40 years |
Schedule III - Summary of Rea_2
Schedule III - Summary of Real Estate and Accumulated Depreciation (Details) (Parenthetical) $ in Millions | Dec. 31, 2022 USD ($) |
Mortgage Loan | |
Real Estate and Accumulated Depreciation [Line Items] | |
Debt Issuance Costs, Net | $ 2.1 |
Schedule III - Additional Infor
Schedule III - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||
Real estate, federal income tax cost basis | $ 3,033.4 | $ 3,106.9 |
Real estate, federal income tax depreciated basis | $ 1,973 | $ 2,074.6 |
Schedule III- Summary of Change
Schedule III- Summary of Changes in Total Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | ||
Balance, beginning of year | $ 3,206,361 | $ 3,220,337 |
Improvements and development | 18,302 | 22,342 |
Impairment of assets | (100,053) | (11,474) |
Dispositions | (45,862) | (20,477) |
Write-off of fully depreciated assets | (75,892) | (254) |
Reclassification to held for sale | (63,195) | (4,113) |
Balance, end of year | 2,939,661 | 3,206,361 |
Balance, end of year – held for sale | 58,562 | 8,780 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | ||
Balance, beginning of year | 1,405,260 | 1,308,427 |
Depreciation expense | 105,397 | 109,930 |
Impairment of assets | (40,610) | (83) |
Dispositions | (11,481) | (12,827) |
Write-off of fully depreciated assets | (75,893) | (254) |
Reclassification to held for sale | (12,608) | 67 |
Balance, end of year | $ 1,370,065 | $ 1,405,260 |