Exhibit 99.1
Supplemental Financial and Operating Information
March 31, 2023
www.preit.com
OTCQB: PRET
OTCQB: PRETL, PRETM, PRETN
Pennsylvania Real Estate Investment Trust
Supplemental Financial and Operating Information
March 31, 2023
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Table of Contents | |
Introduction | |
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Company Information | 1 |
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Earnings Release | 2 |
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Changes in Funds from Operations (FFO) for the Three Months Ended March 31, 2023 | 5 |
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Market Capitalization and Capital Resources | 6 |
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Operating Results | |
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Statements of Operations – Three Months Ended March 31, 2023 and 2022 | 7 |
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Computation of Earnings Per Share - Three Months Ended March 31, 2023 and 2022 | 8 |
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Reconciliation of Net Operating Income (NOI) and EBITDAre (Non-GAAP Measures) – Three Months Ended March 31, 2023 and 2022 | 9 |
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Reconciliation of Net Loss (GAAP Measure) to Net Operating Income (NOI) from Consolidated Properties (Non-GAAP Measure) - Three Months Ended March 31, 2023 and 2022 | 10 |
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Reconciliation of Equity in (Loss) Income of Partnerships (GAAP Measure) to Net Operating Income (NOI) from Equity Method Investments, at Ownership Share (Non-GAAP Measure) - Three Months Ended March 31, 2023 and 2022 | 11 |
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Reconciliation of Net Loss (GAAP Measure) to Funds From Operations (FFO) and Funds Available for Distribution (FAD) (Non-GAAP Measures) – Three Months Ended March 31, 2023 and 2022 | 14 |
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Condensed Consolidated Balance Sheets | 15 |
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Assets and Liabilities - Equity Method Investments, at Ownership Share (Non-GAAP Measure) | 16 |
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Operating Statistics | |
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Leasing Activity Summary – Three Months Ended March 31, 2023 | 17 |
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Summarized Sales and Rent Per Square Foot and Occupancy Percentages | 19 |
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Mall Occupancy Percentage and Sales Per Square Foot | 20 |
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Top Twenty Tenants as of March 31, 2023 | 21 |
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Lease Expirations as of March 31, 2023 | 22 |
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Property Information as of March 31, 2023 | 23 |
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Balance Sheet | |
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Investment in Real Estate - Consolidated Properties | 26 |
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Investment in Real Estate - Equity Method Investments at Ownership Share | 27 |
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Capital Expenditures – Three Months Ended March 31, 2023 | 28 |
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Debt Analysis as of March 31, 2023 | 29 |
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Debt Schedule as of March 31, 2023 | 31 |
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Selected Debt Ratios | 32 |
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Forward Looking Statements | 33 |
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Definitions | 34 |
Pennsylvania Real Estate Investment Trust
Company Information
Background
PREIT (OTCQB:PRET) is a publicly traded real estate investment trust (REIT) that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT’s robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multi-family & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely-populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. The portfolio consists of 23 retail properties, 22 of which are operating properties and one is a development property. The 22 operating retail properties have a total of 18.3 million square feet and include 19 shopping malls and three other retail properties.
If you would like to learn more about PREIT or participate in our quarterly earnings conference call, please visit preit.com or contact:
Mario Ventresca
EVP & CFO
One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, PA 19103
Telephone: (215) 875-0703
Heather Crowell
heather@gregoryfca.com
Press release announcements are available on the Company's website at www.preit.com.
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CONTACT: AT THE COMPANY
Mario Ventresca
EVP & CFO
(215) 875-0703
INVESTOR RELATIONS
Heather Crowell
heather@gregoryfca.com
PREIT Reports First Quarter 2023 Results
Core Mall Total Occupancy Grew to 93.5%
Core Mall Non-Anchor Occupancy Increased 150 Basis Points to 90.1%
Core Mall Sales Per Square Foot Were $603 in March, Growing 1.2% Over December 2022
Average Renewal Spreads Were 5.6% for the Quarter Ended March 31, 2023
Mortgage Loan on Cherry Hill Mall Extended
Philadelphia, May 4, 2023 - PREIT (OTCQB:PRET) today reported results for the three months ended March 31, 2023. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is provided in the tables accompanying this release.
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| | Three Months Ended March 31, | | |
(per share amounts) | | 2023 | | | 2022 | | |
Net loss - basic and diluted | | $ | (9.75 | ) | | $ | (7.41 | ) | |
FFO | | $ | (3.05 | ) | | $ | (0.21 | ) | |
FFO, as adjusted | | $ | (3.05 | ) | | $ | (0.89 | ) | |
“Our quarterly results demonstrate the continued strength of the portfolio and the resiliency of the consumer as sales, occupancy and NOI continue to show improvement," said Joseph F. Coradino, Chairman and CEO of PREIT. “While the economic backdrop is in flux, as we deliver new retailers and experiences throughout the portfolio, we expect to continue to drive traffic and sales, creating new opportunities to improve the value of portfolio."
•Same Store NOI, excluding lease termination revenue, increased 5.7% for the three months ended March 31, 2023 compared to the three months ended March 31, 2022.
•Robust leasing activity is driving increased occupancy with Core Mall Total Occupancy increasing by 90 basis points to 93.5% compared to the first quarter 2022. Core Mall non-anchor Occupancy improved 150 basis points to 90.1% compared to the first quarter 2022.
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•Core Mall total leased space, at 94.5%, exceeds occupied space by 100 basis points, and Core Mall non-anchor leased space, at 91.7%, is higher than occupied space by 160 basis points when including executed new leases slated for future occupancy, demonstrating the rapid pace of leasing activity.
•For the rolling 12 month period ended March 31, 2023, core mall comparable sales grew to $603 per square foot, compared to $539 for the year ended December 31, 2019.
•Average renewal spreads for the three months ended March 31, 2023 were 5.6%.
•Since the beginning of 2023, the Company sold assets generating just over $26 million in gross proceeds. As part of its debt reduction plan, the Company has applied asset sale proceeds and excess cash from operations to pay down debt by $29 million through March 31, 2023.
Leasing and Redevelopment
•258,000 square feet of leases are signed for future openings, which is expected to contribute annualized gross rent of approximately $7.2 million.
•Construction is underway on the new self-storage facility in previously unused, below grade space at Mall at Prince George’s in Hyattsville, MD, with an anticipated opening in the third quarter of 2023.
•Tilted 10 opened Phase I of its planned two-level indoor family entertainment center at Willow Grove Park in March 2023, adding family entertainment to this locally-loved destination shopping experience. The balance of the facility is expected to open in summer 2023.
•At Moorestown Mall, construction is underway for the new state-of-the-art Cooper University Healthcare facility, expected to open its initial phase in fall 2023, and the 375-unit Pearl apartment development, following completion of the sale of land in the second quarter of 2022.
•Tenant construction is underway for a new prototype, 32,000 square foot, LEGO® Discovery Center at Springfield Town Center with expected opening in third quarter 2023. Burlington has also executed a lease for a 30,000 square foot location with an anticipated opening later this year. Approvals were obtained for the development of 460 apartments and a 165-room hotel, setting the stage for sale of these parcels in summer 2023.
Primary Factors Affecting Financial Results for the Three Months Ended March 31, 2023 and 2022
•Net loss attributable to PREIT common shareholders was $51.9 million (which takes into consideration the accrual of preferred dividends that accumulated during the quarter but have not been paid), or $(9.75) per basic and diluted share for the three months ended March 31, 2023, compared to net loss attributable to PREIT common shareholders of $39.3 million, or $(7.41) per basic and diluted share for the three months ended March 31, 2022.
•Funds from Operations decreased in the three months ended March 31, 2023 compared to the prior year period primarily due to higher interest expense and a decrease in gain on sale of preferred equity interest.
•FFO for the three months ended March 31, 2023 was $(3.05) per diluted share and OP Unit compared to $(0.21) per diluted share and OP Unit for the three months ended March 31, 2022.
All NOI and FFO amounts referenced as primary factors affecting financial results above include our share of unconsolidated properties’ revenues and expenses. Additional information regarding changes in operating results for the three months ended March 31, 2023 and 2022 is included on page 15.
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Liquidity and Financing Activities
As of March 31, 2023, the Company had $107.5 million available under its First Lien Revolving Credit Facility. The Company’s corporate cash balances, when combined with available credit, provide total liquidity of $117.0 million. The Company’s Credit Facilities, with a balance of $995.8 million as of March 31, 2023, mature on December 10, 2023. The Company is working to address the upcoming maturity by pursuing all available alternatives, including refinancing, selling assets and engaging in discussions with lenders.
Additionally, the Fashion District Philadelphia partnership has extended the maturity on the term loan to January 2024.
Subsequent to the end of the quarter, the Company extended the mortgage loan secured by Cherry Hill Mall through December 1, 2023 with an additional five month extension option exercisable subject to satisfaction of certain conditions.
Asset Dispositions
During the quarter, the Company closed on the sale of its Whole Foods parcel at Plymouth Meeting Mall for $27 million.
2023 Outlook
The Company is not issuing detailed guidance at this time.
Conference Call Information
Management has scheduled a conference call for 11:00 a.m. Eastern Time on Thursday May 4, 2023, to review the Company’s results and future outlook. To listen to the call, please dial 1(888) 330-2024 (domestic toll free), or 1(646) 960-0187 (international), and request to join the PREIT call, Conference ID 913781768, at least fifteen minutes before the scheduled start time as callers could experience delays. Investors can also access the call in a "listen only" mode via the internet at the Company’s website, preit.com. Please allow extra time prior to the call to visit the site and download the necessary software to listen to the Internet broadcast. Financial and statistical information expected to be discussed on the call will also be available on the Company’s website.
For interested individuals unable to join the conference call, the online archive of the webcast will also be available for one year following the call.
About PREIT
PREIT (OTCQB:PRET) is a publicly traded real estate investment trust that owns and manages innovative properties developed to be thoughtful, community-centric hubs. PREIT's robust portfolio of carefully curated, ever-evolving properties generates success for its tenants and meaningful impact for the communities it serves by keenly focusing on five core areas of established and emerging opportunity: multi-family & hotel, health & tech, retail, essentials & grocery and experiential. Located primarily in densely-populated regions, PREIT is a top operator of high quality, purposeful places that serve as one-stop destinations for customers to shop, dine, play and stay. Additional information is available at www.preit.com or on Twitter, Instagram or LinkedIn.
Rounding
Certain summarized information in the tables included may not total due to rounding.
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Pennsylvania Real Estate Investment Trust
Changes in Funds from Operations (1)
For the Three Months Ended March 31, 2023 as compared to the Three Months Ended March 31, 2022
(all per share amounts on a diluted basis unless otherwise noted; rounded to the nearest half penny; amounts may not total due to rounding)
| | | | | | | | | | | |
(in thousands, except per share amounts) | | Three Months Ended March 31, 2023 | | | Per Diluted Share and OP Unit | | | |
Funds from Operations, as adjusted March 31, 2022 | | $ | (4,757 | ) | | $ | (0.89 | ) | | | |
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Changes - Q1 2022 to Q1 2023 | | | | | | | | |
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Contribution from anchor replacements and new box tenants | | | 253 | | | | 0.04 | | | |
Impact from bankruptcies | | | (131 | ) | | | (0.03 | ) | | |
Other leasing activity, including base rent and net CAM and real estate tax recoveries | | | 527 | | | | 0.10 | | | |
Lease termination revenue | | | 179 | | | | 0.04 | | | |
Credit losses | | | (35 | ) | | | (0.01 | ) | | |
Other | | | 216 | | | | 0.05 | | | |
Same Store NOI(1) from unconsolidated properties | | | 919 | | | | 0.17 | | | |
Same Store NOI | | | 1,928 | | | | 0.37 | | | |
Non Same Store NOI | | | (1,754 | ) | | | (0.33 | ) | | |
General and administrative expenses | | | (11,125 | ) | | | (2.07 | ) | | |
Capitalization of leasing costs | | | 236 | | | | 0.05 | | | |
Other | | | 11,265 | | | | 2.09 | | | |
Interest expense, net | | | (12,225 | ) | | | (2.27 | ) | | |
Funds from Operations, as adjusted March 31, 2023 | | | (16,432 | ) | | | (3.05 | ) | | |
Provision for employee separation expense | | | (5 | ) | | | - | | | |
Funds from Operations, March 31, 2023 | | $ | (16,437 | ) | | $ | (3.05 | ) | | |
(1) Funds from Operations and NOI are non-GAAP measures. See definitions of Funds from Operations and NOI on page 31.
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Pennsylvania Real Estate Investment Trust
Market Capitalization and Capital Resources
(in thousands)
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| | March 31, 2023 | | | December 31, 2022 | |
MARKET CAPITALIZATION | | | | | | |
| | | | | | |
EQUITY CAPITALIZATION | | | | | | |
Common Shares Outstanding | | | 5,341 | | | | 5,356 | |
OP Units Outstanding | | | 68 | | | | 69 | |
Total Common Shares and OP Units Outstanding | | | 5,409 | | | | 5,425 | |
Equity Market Capitalization—Common Shares and OP Units | | $ | 5,950 | | | $ | 6,347 | |
Series B Preferred Shares, Nominal Value | | | 86,250 | | | | 86,250 | |
Series C Preferred Shares, Nominal Value | | | 172,500 | | | | 172,500 | |
Series D Preferred Shares, Nominal Value | | | 125,000 | | | | 125,000 | |
Total Equity Market Capitalization | | $ | 389,700 | | | $ | 390,097 | |
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DEBT CAPITALIZATION | | | | | | |
Secured Debt Balance (1) | | $ | 2,099,701 | | | $ | 2,112,693 | |
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TOTAL MARKET CAPITALIZATION | | $ | 2,489,401 | | | $ | 2,502,790 | |
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Equity Capitalization/Total Market Capitalization | | | 15.7 | % | | | 15.6 | % |
Debt Capitalization/Total Market Capitalization | | | 84.3 | % | | | 84.4 | % |
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CAPITAL RESOURCES | | | | | | |
Cash and Cash Equivalents | | $ | 40,023 | | | $ | 36,945 | |
Revolving Facility | | | 130,000 | | | | 130,000 | |
Amount Outstanding | | | (22,481 | ) | | | (22,481 | ) |
Available Revolving Facility (2) | | | 107,519 | | | | 107,519 | |
Term Loans | | | 1,135,977 | | | | 1,138,404 | |
Amount Borrowed | | | (1,135,977 | ) | | | (1,138,404 | ) |
Available Term Loans | | | - | | | | - | |
TOTAL | | $ | 147,542 | | | $ | 144,464 | |
(1) Includes all consolidated mortgages, term loans, and revolving credit facility, as well as our share of mortgage debt from unconsolidated equity method investments, which includes $39.2 million and $52.2 million of secured debt from our share of the FDP Term Loans as of March 31, 2023 and December 31, 2022, and $123.5 million and $107.0 million from our share of the FDP Partnership Loan as of March 31, 2023 and December 31, 2022, respectively.
(2) The available First Lien Revolving Facility borrowings are subject to covenants that may restrict amounts that can be borrowed.
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Pennsylvania Real Estate Investment Trust
Statements of Operations – Three Months Ended March 31, 2023 and 2022
(unaudited)
| | | | | | | | | |
| | Three Months Ended March 31, | | |
(in thousands of dollars) | | 2023 | | | 2022 | | |
REVENUE: | | | | | | | |
Real estate revenue: | | | | | | | |
Lease revenue | | $ | 61,515 | | | $ | 64,283 | | |
Expense reimbursements | | | 4,653 | | | | 4,144 | | |
Other real estate revenue | | | 1,006 | | | | 767 | | |
Total real estate revenue | | | 67,174 | | | | 69,194 | | |
Other income | | | 91 | | | | 241 | | |
Total revenue | | | 67,265 | | | | 69,435 | | |
EXPENSES: | | | | | | | |
Operating expenses: | | | | | | | |
Property operating expenses: | | | | | | | |
CAM and real estate taxes | | | (26,159 | ) | | | (27,872 | ) | |
Utilities | | | (3,395 | ) | | | (3,561 | ) | |
Other property operating expenses | | | (2,215 | ) | | | (2,140 | ) | |
Total property operating expenses | | | (31,769 | ) | | | (33,573 | ) | |
Depreciation and amortization | | | (26,369 | ) | | | (29,110 | ) | |
General and administrative expenses | | | (11,125 | ) | | | (11,483 | ) | |
Other (expenses) income | | | (3 | ) | | | (144 | ) | |
Total operating expenses | | | (69,266 | ) | | | (74,310 | ) | |
Interest expense, net (1) | | | (41,048 | ) | | | (31,391 | ) | |
Total expenses | | | (110,314 | ) | | | (105,701 | ) | |
Equity in loss of partnerships (2) | | | (2,696 | ) | | | (395 | ) | |
Gain on sale of preferred equity interest | | | — | | | | 3,688 | | |
Net loss | | | (45,745 | ) | | | (32,973 | ) | |
Less: net loss attributable to noncontrolling interest | | | 659 | | | | 504 | | |
Net loss attributable to PREIT | | | (45,086 | ) | | | (32,469 | ) | |
Less: preferred share dividends | | | (6,844 | ) | | | (6,844 | ) | |
Net loss attributable to PREIT common shareholders | | $ | (51,930 | ) | | $ | (39,313 | ) | |
(1) Net of capitalized interest expense of $76 thousand and $24 thousand for the three months ended March 31, 2023 and 2022, respectively.
(2) Equity in loss of partnerships is net of capitalized interest expense of $24 thousand and $0 for the three months ended March 31, 2023 and 2022, respectively.
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Pennsylvania Real Estate Investment Trust
Computation of Earnings Per Share – Three Months Ended March 31, 2023 and 2022
(unaudited)
| | | | | | | | |
| | For the three months ended March 31, | |
(in thousands, except per share amounts) | | 2023 | | | 2022 | |
Net loss used to calculate loss per share—basic and diluted | | $ | (51,930 | ) | | $ | (39,313 | ) |
Basic and diluted loss per share: | | $ | (9.75 | ) | | $ | (7.41 | ) |
| | | | | | |
Weighted average shares outstanding—basic | | | 5,324 | | | | 5,305 | |
Effect of common share equivalents(1) | | | — | | | | — | |
Weighted average shares outstanding—diluted | | | 5,324 | | | | 5,305 | |
(1) The Company had net losses used to calculate earnings per share for the three months ended March 31, 2023 and 2022. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive.
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Pennsylvania Real Estate Investment Trust
Reconciliation of Net Operating Income and Earnings Before Interest, Income Taxes, Depreciation, and Amortization for Real Estate (Non-GAAP Measures) - Three Months Ended March 31, 2023 and 2022
(in thousands)
Net Operating Income ("NOI") Reconciliation for the Three Months Ended March 31, 2023 and 2022 (1)
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| Same Store | | Change | | Non Same Store | | Total | |
(in thousands of dollars) | 2023 | | 2022 | | $ | | % | | 2023 | | 2022 | | 2023 | | 2022 | |
NOI from consolidated properties | $ | 35,840 | | $ | 34,831 | | $ | 1,009 | | | 2.9 | % | $ | (434 | ) | $ | 791 | | $ | 35,406 | | $ | 35,622 | |
NOI attributable to equity method investments, at ownership share | | 8,746 | | | 7,827 | | | 919 | | | 11.7 | % | | 72 | | | 601 | | | 8,818 | | | 8,428 | |
Total NOI | | 44,586 | | | 42,658 | | | 1,928 | | | 4.5 | % | | (362 | ) | | 1,392 | | | 44,224 | | | 44,050 | |
Less: lease termination revenue | | 338 | | | 793 | | | (455 | ) | | (57.4 | %) | | - | | | 8 | | | 338 | | | 801 | |
Total NOI excluding lease termination revenue | $ | 44,248 | | $ | 41,865 | | $ | 2,383 | | | 5.7 | % | $ | (362 | ) | $ | 1,384 | | $ | 43,886 | | $ | 43,249 | |
(1) NOI is a non-GAAP measure. See definition of NOI on page 31.
Earnings Before Interest, Income Taxes, Depreciation, and Amortization for Real Estate ("EBITDAre") Reconciliation(1)
| | | | | | | | | |
| | Three Months Ended March 31, | | |
| | 2023 | | | 2022 | | |
Net loss | | $ | (45,745 | ) | | $ | (32,973 | ) | |
Depreciation and amortization: | | | | | | | |
Consolidated | | | 26,369 | | | | 29,110 | | |
Unconsolidated properties at ownership share | | | 2,845 | | | | 3,022 | | |
Interest expense: | | | | | | | |
Consolidated | | | 41,048 | | | | 31,391 | | |
Unconsolidated properties at ownership share | | | 8,338 | | | | 5,770 | | |
Loss on project costs by equity method investee | | | 288 | | | | - | | |
EBITDAre | | $ | 33,143 | | | $ | 36,320 | | |
(1) EBITDAre is a non-GAAP measure. See definition on page 32.
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Pennsylvania Real Estate Investment Trust
Reconciliation of Net Loss (GAAP Measure) to Net Operating Income from Consolidated Properties (Non-GAAP Measure)
Three Months Ended March 31, 2023 and 2022
(in thousands)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2023 | | | 2022 | |
Net loss | | $ | (45,745 | ) | | $ | (32,973 | ) |
Other income | | | (91 | ) | | | (241 | ) |
Depreciation and amortization | | | 26,369 | | | | 29,110 | |
General and administrative expenses | | | 11,125 | | | | 11,483 | |
Other (expenses) income | | | 4 | | | | 145 | |
Interest expense, net | | | 41,048 | | | | 31,391 | |
Equity in loss of partnerships | | | 2,696 | | | | 395 | |
Gain on sale of preferred equity interest | | | - | | | | (3,688 | ) |
NOI from consolidated properties (1) | | $ | 35,406 | | | $ | 35,622 | |
(1) NOI is a non-GAAP measure. See definition of NOI on page 31.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Same Store | | | Non Same Store | | | Total | |
| | 2023 | | | 2022 | | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Real estate revenue | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 45,987 | | | $ | 45,776 | | | $ | 687 | | | $ | 2,724 | | | $ | 46,674 | | | $ | 48,500 | |
CAM reimbursement income | | | 8,048 | | | | 8,120 | | | | 135 | | | | 356 | | | | 8,183 | | | | 8,476 | |
Real estate tax income | | | 6,183 | | | | 6,865 | | | | 4 | | | | 302 | | | | 6,187 | | | | 7,167 | |
Percentage rent | | | 200 | | | | 112 | | | | 181 | | | | - | | | | 381 | | | | 112 | |
Lease termination revenue | | | 188 | | | | 9 | | | | - | | | | - | | | | 188 | | | | 9 | |
| | | 60,606 | | | | 60,882 | | | | 1,007 | | | | 3,382 | | | | 61,613 | | | | 64,264 | |
Less: credit losses | | | (157 | ) | | | (122 | ) | | | 59 | | | | 142 | | | | (98 | ) | | | 20 | |
Lease revenue | | | 60,449 | | | | 60,760 | | | | 1,066 | | | | 3,524 | | | | 61,515 | | | | 64,284 | |
Expense reimbursements | | | 4,572 | | | | 3,860 | | | | 81 | | | | 285 | | | | 4,653 | | | | 4,145 | |
Other real estate revenue | | | 1,000 | | | | 678 | | | | 6 | | | | 87 | | | | 1,006 | | | | 765 | |
Total real estate revenue | | | 66,021 | | | | 65,298 | | | | 1,153 | | | | 3,896 | | | | 67,174 | | | | 69,194 | |
Property operating expenses | | | | | | | | | | | | | | | | | | - | |
CAM and real estate taxes | | | (24,836 | ) | | | (25,265 | ) | | | (1,323 | ) | | | (2,607 | ) | | | (26,159 | ) | | | (27,872 | ) |
Utilities | | | (3,286 | ) | | | (3,249 | ) | | | (109 | ) | | | (312 | ) | | | (3,395 | ) | | | (3,561 | ) |
Other property operating expenses | | | (2,059 | ) | | | (1,953 | ) | | | (155 | ) | | | (186 | ) | | | (2,214 | ) | | | (2,139 | ) |
Total property operating expenses | | | (30,181 | ) | | | (30,467 | ) | | | (1,587 | ) | | | (3,105 | ) | | | (31,768 | ) | | | (33,572 | ) |
NOI from consolidated properties(1) | | | 35,840 | | | | 34,831 | | | | (434 | ) | | | 791 | | | | 35,406 | | | | 35,622 | |
Less: Lease termination revenue | | | 188 | | | | 9 | | | | - | | | | - | | | | 188 | | | | 9 | |
NOI from consolidated properties excluding lease termination revenue(1) | | $ | 35,652 | | | $ | 34,822 | | | $ | (434 | ) | | $ | 791 | | | $ | 35,218 | | | $ | 35,613 | |
% change in Same Store NOI from consolidated properties excluding lease termination revenue | | | | | 2.4% | | | | | | | | | | | | | |
(1) NOI is a non-GAAP measure. See definition of NOI on page 31.
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Pennsylvania Real Estate Investment Trust
Reconciliation of Equity in (Loss) Income of Partnerships (GAAP Measure) to Net Operating Income from Equity Method Investments, at Ownership Share (Non-GAAP Measure)
Three Months Ended March 31, 2023 and 2022
(in thousands of dollars)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2023 | | | 2022 | |
Equity in loss of partnerships | | $ | (2,696 | ) | | $ | (395 | ) |
Depreciation and amortization | | | 2,845 | | | | 3,022 | |
Interest expense and other expenses, net | | | 8,381 | | | | 5,801 | |
Loss on project costs by equity method investee | | | 288 | | | | - | |
NOI from equity method investments at ownership share(1) | | $ | 8,818 | | | $ | 8,428 | |
(1) NOI is a non-GAAP measure. See definition of NOI on page 31.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Same Store | | | Non Same Store | | | Total | |
| | 2023 | | | 2022 | | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Real estate revenue | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 8,292 | | | $ | 7,817 | | | $ | 8 | | | $ | 584 | | | $ | 8,300 | | | $ | 8,401 | |
CAM reimbursement income | | | 1,627 | | | | 1,891 | | | | - | | | | 156 | | | | 1,627 | | | | 2,047 | |
Real estate tax income | | | 999 | | | | 937 | | | | - | | | | 115 | | | | 999 | | | | 1,052 | |
Percentage rent | | | 150 | | | | 216 | | | | 150 | | | | 141 | | | | 300 | | | | 357 | |
Lease termination revenue | | | 150 | | | | 784 | | | | - | | | | 8 | | | | 150 | | | | 792 | |
| | | 11,218 | | | | 11,645 | | | | 158 | | | | 1,004 | | | | 11,376 | | | | 12,649 | |
Less: credit losses | | | 118 | | | | 38 | | | | - | | | | (2 | ) | | | 118 | | | | 36 | |
Lease revenue | | | 11,336 | | | | 11,683 | | | | 158 | | | | 1,002 | | | | 11,494 | | | | 12,685 | |
Expense reimbursements | | | 1,134 | | | | 562 | | | | - | | | | 103 | | | | 1,134 | | | | 665 | |
Other real estate revenue | | | 1,033 | | | | 565 | | | | - | | | | 18 | | | | 1,033 | | | | 583 | |
Total real estate revenue | | | 13,503 | | | | 12,810 | | | | 158 | | | | 1,123 | | | | 13,661 | | | | 13,933 | |
Property operating expenses | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (3,561 | ) | | | (3,850 | ) | | | (31 | ) | | | (337 | ) | | | (3,592 | ) | | | (4,187 | ) |
Utilities | | | (512 | ) | | | (511 | ) | | | - | | | | (50 | ) | | | (512 | ) | | | (561 | ) |
Other property operating expenses | | | (684 | ) | | | (622 | ) | | | (55 | ) | | | (135 | ) | | | (739 | ) | | | (757 | ) |
Total property operating expenses | | | (4,757 | ) | | | (4,983 | ) | | | (86 | ) | | | (522 | ) | | | (4,843 | ) | | | (5,505 | ) |
NOI from equity method investments at ownership share(1) | | | 8,746 | | | | 7,827 | | | | 72 | | | | 601 | | | | 8,818 | | | | 8,428 | |
Less: Lease termination revenue | | | 150 | | | | 784 | | | | - | | | | 8 | | | | 150 | | | | 792 | |
NOI from equity method investments at ownership share excluding lease termination revenue(1) | | $ | 8,596 | | | $ | 7,043 | | | $ | 72 | | | $ | 593 | | | $ | 8,668 | | | $ | 7,636 | |
% change in Same Store NOI from equity method investments at ownership share excluding lease termination revenue | | | | | 22.1% | | | | | | | | | | | | | |
(1) NOI is a non-GAAP measure. See definition of NOI on page 31.
11
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Loss (GAAP Measure) to Funds From Operations and Funds Available for Distribution (Non-GAAP Measures)
Three Months Ended March 31, 2023 and 2022
(in thousands, except per share amounts)
| | | | | | | | | | |
| | | Three Months Ended March 31, | | |
| | | 2023 | | | 2022 | | |
FUNDS FROM OPERATIONS (1) | | | | | | | | |
| | | | | | | | |
Net loss | | | $ | (45,745 | ) | | $ | (32,973 | ) | |
Depreciation and amortization on real estate: | | | | | | | | |
Consolidated properties | | | | 26,175 | | | | 28,798 | | |
PREIT's share of equity method investments | | | | 2,845 | | | | 3,022 | | |
Loss on project costs by equity method investee | | | | 288 | | | | - | | |
Funds from operations attributable to common shareholders and OP Unit holders(1) | | | | (16,437 | ) | | | (1,153 | ) | |
Provision for employee separation expenses | | | | 5 | | | | 84 | | |
Gain on sale of preferred equity interest | | | | - | | | | (3,688 | ) | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders | | | $ | (16,432 | ) | | $ | (4,757 | ) | |
(1) Funds from Operations is a Non-GAAP measures. See definition on pages 31.
| | | | | | | | | | |
FUNDS AVAILABLE FOR DISTRIBUTION(1) | | | | | | | | |
| | | | | | | | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders(1) | | | $ | (16,432 | ) | | $ | (4,757 | ) | |
Adjustments: | | | | | | | | |
Straight line rent | | | | (16 | ) | | | 310 | | |
Recurring capital expenditures | | | | (562 | ) | | | (813 | ) | |
Tenant allowances | | | | (4,860 | ) | | | (988 | ) | |
Amortization of non-cash deferred compensation | | | | 213 | | | | (165 | ) | |
Capitalized leasing costs | | | | (265 | ) | | | (29 | ) | |
Amortization of above- and below-market lease intangibles | | | | (540 | ) | | | (4 | ) | |
Funds available for distribution to common shareholders and OP Unit holders(1) | | | $ | (22,462 | ) | | $ | (6,446 | ) | |
| | | | | | | | |
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit(1) | | | $ | (3.05 | ) | | $ | (0.21 | ) | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders per diluted share and OP Unit | | | $ | (3.05 | ) | | $ | (0.89 | ) | |
Funds available for distribution to common shareholders and OP Unit holders per diluted share and OP Unit(1) | | | $ | (4.17 | ) | | $ | (1.20 | ) | |
| | | | | | | | | | |
Weighted average number of shares outstanding | | | | 5,324 | | | | 5,305 | | |
Weighted average effect of full conversion of OP Units | | | | 68 | | | | 69 | | |
Effect of common share equivalents | | | | - | | | | - | | |
Total weighted average shares outstanding, including OP Units | | | | 5,392 | | | | 5,374 | | |
(1) Non-GAAP measures. See definitions on pages 31-32.
12
Pennsylvania Real Estate Investment Trust
Condensed Consolidated Balance Sheets
(Unaudited)
| | | | | | | | |
| | March 31, | | | December 31, | |
(in thousands, except per share amounts) | | 2023 | | | 2022 | |
ASSETS: | | | | | | |
INVESTMENTS IN REAL ESTATE, at cost: | | | | | | |
Operating properties | | $ | 2,884,367 | | | $ | 2,894,944 | |
Construction in progress | | | 43,109 | | | | 42,659 | |
Land held for development | | | 2,058 | | | | 2,058 | |
Total investments in real estate | | | 2,929,534 | | | | 2,939,661 | |
Accumulated depreciation | | | (1,377,167 | ) | | | (1,370,065 | ) |
Net investments in real estate | | | 1,552,367 | | | | 1,569,596 | |
INVESTMENTS IN PARTNERSHIPS, at equity: | | | 7,621 | | | | 7,845 | |
OTHER ASSETS: | | | | | | |
Cash and cash equivalents | | | 20,240 | | | | 22,937 | |
Tenant and other receivables, net | | | 33,972 | | | | 40,459 | |
Intangible assets, net | | | 8,349 | | | | 8,623 | |
Deferred costs and other assets, net | | | 86,754 | | | | 91,902 | |
Assets held for sale | | | 35,036 | | | | 61,767 | |
Total assets | | $ | 1,744,339 | | | $ | 1,803,129 | |
LIABILITIES: | | | | | | |
Mortgage loans payable, net | | $ | 740,167 | | | $ | 749,396 | |
Term Loans, net | | | 971,506 | | | | 976,903 | |
Revolving Facility | | | 22,481 | | | | 22,481 | |
Tenants’ deposits and deferred rent | | | 14,099 | | | | 13,264 | |
Distributions in excess of partnership investments | | | 96,092 | | | | 93,136 | |
Accrued expenses and other liabilities | | | 69,930 | | | | 69,846 | |
Liabilities on assets held for sale | | | 1,975 | | | | 2,539 | |
Total liabilities | | | 1,916,250 | | | | 1,927,565 | |
COMMITMENTS AND CONTINGENCIES | | | | | | |
EQUITY: | | | | | | |
Series B Preferred Shares, $.01 par value per share; 3,450 shares issued and outstanding; liquidation preference of $103,741 and $102,151 at March 31, 2023 and December 31, 2022, respectively | | | 35 | | | | 35 | |
Series C Preferred Shares, $.01 par value per share; 6,900 shares issued and outstanding; liquidation preference of $206,655 and $203,550 at March 31, 2023 and December 31, 2022, respectively | | | 69 | | | | 69 | |
Series D Preferred Shares, $.01 par value per share; 5,000 shares issued and outstanding; liquidation preference of $148,634 and $146,485 at March 31, 2023 and December 31, 2022, respectively | | | 50 | | | | 50 | |
Shares of beneficial interest, $1.00 par value per share; 13,333 shares authorized; 5,341 and 5,356 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | | | 5,341 | | | | 5,356 | |
Capital contributed in excess of par | | | 1,858,851 | | | | 1,858,675 | |
Accumulated other comprehensive income | | | 1,415 | | | | 3,282 | |
Distributions in excess of net income | | | (2,025,779 | ) | | | (1,980,693 | ) |
Total equity (deficit) —Pennsylvania Real Estate Investment Trust | | | (160,018 | ) | | | (113,226 | ) |
Noncontrolling interest | | | (11,893 | ) | | | (11,210 | ) |
Total equity (deficit) | | | (171,911 | ) | | | (124,436 | ) |
Total liabilities and equity | | $ | 1,744,339 | | | $ | 1,803,129 | |
13
Pennsylvania Real Estate Investment Trust
Assets and Liabilities - Equity Method Investments, at Ownership Share (Non-GAAP Measure)
(in thousands)
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2023 | | | 2022 | |
ASSETS: | | | | | | |
Investments in real estate, at cost: | | | | | | |
Operating properties | | $ | 379,080 | | | $ | 378,585 | |
Construction in progress | | | 5,111 | | | | 5,095 | |
Total investments in real estate | | | 384,191 | | | | 383,680 | |
Accumulated depreciation | | | (125,517 | ) | | | (123,223 | ) |
Net investments in real estate | | | 258,674 | | | | 260,457 | |
Cash and cash equivalents | | | 50,408 | | | | 45,719 | |
Deferred costs and other assets, net | | | 40,694 | | | | 39,639 | |
Total assets | | | 349,776 | | | | 345,815 | |
LIABILITIES AND PARTNERS’ INVESTMENT: | | | | | | |
Mortgage loans payable, net | | | 198,263 | | | | 199,349 | |
FDP Term Loan, net | | | 39,160 | | | | 52,214 | |
Partnership Loans | | | 123,452 | | | | 107,004 | |
Other liabilities | | | 77,372 | | | | 72,539 | |
Total liabilities | | | 438,247 | | | | 431,106 | |
Net investment | | $ | (88,471 | ) | | $ | (85,291 | ) |
Reconciliation to comparable GAAP balance sheet item: | | | | | | |
Investment in partnerships, at equity | | $ | 7,621 | | | $ | 7,845 | |
Distributions in excess of partnership investments | | | (96,092 | ) | | | (93,136 | ) |
Net investments and advances | | $ | (88,471 | ) | | $ | (85,291 | ) |
The non-GAAP financial information presented above includes financial information attributable to our share of unconsolidated properties. This proportionate financial information is non-GAAP financial information, but we believe that it is helpful information because it reflects the pro rata contribution from our unconsolidated properties that are owned through investments accounted for under GAAP using the equity method of accounting. Under such method, our investments in these entities are recorded in the balance sheet caption entitled “Investment in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.”
To derive the proportionate financial information reflected in the tables above we multiplied the percentage of our economic interest in each partnership on a property-by-property basis by each line item. Under the partnership agreements relating to our current unconsolidated partnerships with third parties, we own a 40% to 50% economic interest in such partnerships, and there are generally no provisions in such partnership agreements relating to special non-pro rata allocations of income or loss, and there are no preferred or priority returns of capital or other similar provisions. While this method approximates our indirect economic interest in our pro rata share of the assets and liabilities of our unconsolidated partnerships, we do not control these partnerships or 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. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest.
14
Pennsylvania Real Estate Investment Trust
Leasing Activity Summary – Three Months Ended March 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Number | | | GLA | | | Term | | | Initial Rent per square foot ("psf") | | | Previous Rent psf | | | Initial Gross Rent Renewal Spread(1) | | | Average Rent Renewal Spread(2) | | | Annualized Tenant Improvements psf(3) | |
| | | | | | | | | | | | | | | | | | | $ | | | % | | | % | | | | |
Non Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k square feet ("sf") | | Consolidated | | | 24 | | | | 46,706 | | | | 4.9 | | | $ | 53.35 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 8.29 | |
| | Unconsolidated(4) | | | 4 | | | | 8,892 | | | | 11.6 | | | | 76.09 | | | N/A | | | N/A | | | N/A | | | N/A | | | | 7.05 | |
Total Under 10k sf | | | | | 28 | | | | 55,598 | | | | 6.0 | | | $ | 56.99 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 7.90 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Over 10k sf | | Consolidated | | | 1 | | | | 29,909 | | | | 10.0 | | | | 26.00 | | | N/A | | | N/A | | | N/A | | | N/A | | | | 6.22 | |
| | Unconsolidated(4) | | | | | | | | | | | | | | N/A | | | N/A | | | N/A | | | N/A | | | | |
Total Over 10k sf | | | | | 1 | | | | 29,909 | | | | 10.0 | | | | 26.00 | | | | | | | | | | | | | | | | 6.22 | |
Total New Leases | | | | | 29 | | | | 85,507 | | | | 7.4 | | | $ | 46.15 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 7.11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Renewal Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k sf | | Consolidated | | | 36 | | | | 85,147 | | | | 3.4 | | | $ | 61.48 | | | $ | 62.07 | | | $ | (0.59 | ) | | | (0.9 | %) | | | 2.0 | % | | $ | - | |
| | Unconsolidated(4) | | | 12 | | | | 42,737 | | | | 2.4 | | | $ | 48.12 | | | $ | 45.32 | | | | 2.80 | | | | 6.2 | % | | | 9.4 | % | | | 1.23 | |
Total Under 10k sf | | | | | 48 | | | | 127,884 | | | | 3.0 | | | $ | 57.01 | | | $ | 56.47 | | | $ | 0.54 | | | | 1.0 | % | | | 4.1 | % | | $ | 0.32 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Over 10k | | Consolidated | | | 7 | | | | 111,278 | | | | 4.8 | | | | 34.27 | | | | 31.97 | | | | 2.30 | | | | 7.2 | % | | | 8.6 | % | | $ | - | |
| | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | - | |
Total Over 10k sf | | | | | 7 | | | | 111,278 | | | | 4.8 | | | | 34.27 | | | | 31.97 | | | | 2.30 | | | | 7.2 | % | | | 8.6 | % | | $ | - | |
Total Fixed Rent | | | | | 55 | | | | 239,162 | | | | 3.9 | | | $ | 46.43 | | | $ | 45.07 | | | $ | 1.36 | | | | 3.0 | % | | | 5.6 | % | | $ | 0.14 | |
Percentage in Lieu | | Consolidated | | | 27 | | | | 76,581 | | | | 2.6 | | | $ | 33.56 | | | $ | 33.29 | | | $ | 0.27 | | | | 0.8 | % | | N/A | | | $ | 0.50 | |
| | Unconsolidated(4) | | | 1 | | | | 13,011 | | | | 3.0 | | | $ | 18.06 | | | | 23.01 | | | | (4.95 | ) | | | (21.5 | %) | | N/A | | | | - | |
Total Percentage in Lieu | | | | | 28 | | | | 89,592 | | | | 2.7 | | | $ | 31.31 | | | | 31.80 | | | | (0.49 | ) | | | (1.5 | %) | | N/A | | | | 0.42 | |
Total Renewal Leases | | | | | 83 | | | | 328,754 | | | | 3.5 | | ` | $ | 42.31 | | | $ | 41.45 | | | $ | 0.85 | | | | 2.1 | % | | | | | $ | 0.19 | |
Total Non Anchor | | | | | 112 | | | | 414,261 | | | | 4.3 | | | $ | 43.10 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | Consolidated | | | | | | | | | | | | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | - | |
Renewal Leases | | Consolidated | | | 1 | | | | 117,793 | | | | 1.0 | | | $ | 2.05 | | | $ | 2.05 | | | $ | - | | | | 0.0 | % | | | | | | - | |
Total | | | | | 1 | | | | 117,793 | | | | 1.0 | | | $ | 2.05 | | | | | | | | | | | | | | | | |
(1) Initial gross rent renewal spread is computed by comparing the initial rent psf in the new lease to the final rent psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, CAM charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied.
(2) Average rent renewal spread is computed by comparing the average rent psf over the new lease term to the final rent psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent.
(3) Tenant improvements and certain other leasing costs are presented as annualized amounts per square foot and are spread uniformly over the initial lease term.
(4) We own a 40% to 50% interest in each of our unconsolidated properties and do not control such properties. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See “—Non-GAAP Supplemental Financial Measures” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 for further details on our ownership interests in our unconsolidated properties. Our unconsolidated properties include 17 leases and 64,640 square feet of GLA with respect to our unconsolidated partnerships.
15
Pennsylvania Real Estate Investment Trust
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | | | | | March 31, 2022 | |
| | | | | | | | | | | | Actual Occupancy | | | Leased Occupancy | | | | | | | | | | | | | | Actual Occupancy | |
| % Rolling 12 Mo. NOI (3) | | | Average Comp Sales | | | Average Gross Rent(1)(2) | | | Occupancy Cost | | Total | | | Non- Anchor | | | Total | | | Non- Anchor | | | % Rolling 12 Mo. NOI | | | Average Comp Sales | | | Average Gross Rent(1)(2) | | | Occupancy Cost | | Total | | | Non- Anchor | |
Malls | | 93.8 | % | | $ | 603 | | | $ | 55.99 | | | 11.0% | | | 93.5 | % | | | 90.1 | % | | | 94.5 | % | | | 91.7 | % | | | 92.9 | % | | $ | 613 | | | $ | 57.49 | | | 10.8% | | | 92.6 | % | | | 88.6 | % |
Non-Core Malls | | -0.2 | % | | $ | 368 | | | $ | 35.31 | | | 9.3% | | | 53.4 | % | | | 53.0 | % | | | 53.4 | % | | | 53.1 | % | | | -0.2 | % | | $ | 315 | | | $ | 36.07 | | | 12.2% | | | 48.3 | % | | | 41.8 | % |
Malls Total | | 93.6 | % | | $ | 601 | | | $ | 55.77 | | | 11.0% | | | 91.0 | % | | | 88.4 | % | | | 92.0 | % | | | 90.0 | % | | | 92.7 | % | | $ | 609 | | | $ | 57.16 | | | 10.8% | | | 89.8 | % | | | 86.5 | % |
Other Retail Properties | | 4.9 | % | | n/a | | | $ | 19.39 | | | n/a | | | 99.4 | % | | | 99.3 | % | | | 100.0 | % | | | 100.0 | % | | | 5.1 | % | | n/a | | | $ | 19.00 | | | n/a | | | 98.0 | % | | | 97.8 | % |
Total Retail Properties | | 98.5 | % | | $ | 601 | | | $ | 47.12 | | | 11.0% | | | 91.7 | % | | | 89.7 | % | | | 92.6 | % | | | 91.1 | % | | | 97.9 | % | | $ | 609 | | | $ | 48.10 | | | 10.8% | | | 90.5 | % | | | 87.8 | % |
Sold Properties | | 1.9 | % | | n/a | | | n/a | | | n/a | | n/a | | | n/a | | | n/a | | | n/a | | | | 2.6 | % | | $ | 450 | | | $ | 41.89 | | | 9.2% | | | 88.2 | % | | | 84.3 | % |
Other Properties | | -0.4 | % | | n/a | | | n/a | | | n/a | | n/a | | | n/a | | | n/a | | | n/a | | | | -0.4 | % | | n/a | | | | | | n/a | | | | | | |
Total Portfolio | | 100.0 | % | | $ | 601 | | | $ | 47.12 | | | 11.0% | | | 91.7 | % | | | 89.7 | % | | | 92.6 | % | | | 91.1 | % | | | 100.0 | % | | $ | 609 | | | $ | 47.56 | | | 10.8% | | | 90.3 | % | | | 87.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) Average gross rent for malls includes all non-anchor space owned by the Company and leased to tenants that occupy individual spaces of less than 10,000 square feet. Average gross rent for other retail properties includes all non-anchor space owned by the Company regardless of size.
(2) Average gross rent for mall tenants greater than 10,000 sf was $21.01 per square foot as of March 31, 2023 and $22.05 per square foot as of March 31, 2022.
(3) NOI is a non-GAAP measure. See definition of NOI on page 31.
16
Pennsylvania Real Estate Investment Trust
Mall Occupancy Percentage and Sales Per Square Foot
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | | March 31, 2022 | | | Change | |
| % of Mall NOI (1) | | | Avg Comp Sales (1) | | | Total Occupancy % | | | Non- Anchor Occupancy % | | | Avg Comp Sales | | | Total Occupancy % | | | Non-Anchor Occupancy % | | | Avg Comp Sales | | | Total Occupancy % | | | Non- Anchor Occupancy % | |
Top 6 Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cherry Hill Mall | | 14.0 | % | | $ | 940 | | | | 93.6 | % | | | 92.3 | % | | $ | 938 | | | | 92.4 | % | | | 90.9 | % | | | 0.2 | % | | | 1.2 | % | | | 1.4 | % |
Willow Grove Park | | 5.8 | % | | | 816 | | | | 96.4 | % | | | 93.5 | % | | | 767 | | | | 93.7 | % | | | 89.1 | % | | | 6.4 | % | | | 2.7 | % | | | 4.4 | % |
Lehigh Valley Mall | | 6.4 | % | | 668 | | | | 85.8 | % | | | 77.1 | % | | 674 | | | | 88.9 | % | | | 82.1 | % | | | (0.9 | %) | | | (3.1 | %) | | | (5.0 | %) |
Woodland Mall | | 6.9 | % | | 643 | | | | 97.3 | % | | | 96.8 | % | | 654 | | | | 89.3 | % | | | 87.3 | % | | | (1.7 | %) | | | 8.0 | % | | | 9.5 | % |
Dartmouth Mall | | 4.8 | % | | | 597 | | | | 99.3 | % | | | 99.0 | % | | | 607 | | | | 92.6 | % | | | 89.5 | % | | | (1.6 | %) | | | 6.7 | % | | | 9.5 | % |
Springfield Town Center | | 10.6 | % | | 580 | | | | 90.2 | % | | | 86.8 | % | | 575 | | | | 89.3 | % | | | 85.6 | % | | | 0.9 | % | | | 0.9 | % | | | 1.2 | % |
| | 48.5 | % | | $ | 721 | | | | 92.6 | % | | | 89.7 | % | | $ | 720 | | | | 90.8 | % | | | 87.1 | % | | | 0.1 | % | | | 1.8 | % | | | 2.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 7-12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mall at Prince Georges | | 8.2 | % | | $ | 539 | | | | 98.5 | % | | | 97.6 | % | | $ | 591 | | | | 99.1 | % | | | 98.4 | % | | | (8.8 | %) | | | (0.6 | %) | | | (0.8 | %) |
Capital City Mall | | 6.0 | % | | | 531 | | | | 98.7 | % | | | 98.0 | % | | | 551 | | | | 97.2 | % | | | 95.8 | % | | | (3.6 | %) | | | 1.5 | % | | | 2.2 | % |
Jacksonville Mall | | 4.2 | % | | | 523 | | | | 98.7 | % | | | 97.4 | % | | | 545 | | | | 99.6 | % | | | 99.3 | % | | | (4.0 | %) | | | (0.9 | %) | | | (1.9 | %) |
Magnolia Mall | | 3.0 | % | | | 512 | | | | 98.5 | % | | | 97.4 | % | | | 534 | | | | 98.1 | % | | | 96.7 | % | | | (4.1 | %) | | | 0.4 | % | | | 0.7 | % |
Viewmont Mall | | 4.2 | % | | | 508 | | | | 98.4 | % | | | 96.8 | % | | | 544 | | | | 98.8 | % | | | 97.5 | % | | | (6.6 | %) | | | (0.4 | %) | | | (0.7 | %) |
Patrick Henry Mall | | 5.0 | % | | | 491 | | | | 97.1 | % | | | 95.7 | % | | | 539 | | | | 94.3 | % | | | 91.7 | % | | | (8.9 | %) | | | 2.8 | % | | | 4.0 | % |
| | 30.6 | % | | $ | 518 | | | | 98.4 | % | | | 97.2 | % | | $ | 553 | | | | 98.0 | % | | | 96.6 | % | | | -6.3 | % | | | 0.4 | % | | | 0.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 13-19 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley Mall | | 5.0 | % | | $ | 479 | | | | 96.7 | % | | | 92.5 | % | | $ | 507 | | | | 97.9 | % | | | 95.2 | % | | | (5.5 | %) | | | (1.2 | %) | | | (2.7 | %) |
Moorestown Mall | | 2.8 | % | | | 459 | | | | 95.7 | % | | | 92.5 | % | | | 453 | | | | 96.5 | % | | | 93.9 | % | | | 1.3 | % | | | (0.8 | %) | | | (1.4 | %) |
Plymouth Meeting Mall | | 4.0 | % | | | 441 | | | | 85.4 | % | | | 80.0 | % | | | 407 | | | | 87.2 | % | | | 81.2 | % | | | 8.4 | % | | | (1.8 | %) | | | (1.2 | %) |
Francis Scott Key Mall | | 3.9 | % | | | 413 | | | | 96.1 | % | | | 93.8 | % | | | 455 | | | | 93.2 | % | | | 89.4 | % | | | (9.2 | %) | | | 2.9 | % | | | 4.4 | % |
Springfield Mall | | 1.5 | % | | | 410 | | | | 95.4 | % | | | 95.4 | % | | | 484 | | | | 89.5 | % | | | 89.5 | % | | | (15.3 | %) | | | 5.9 | % | | | 5.9 | % |
Fashion District Philadelphia | | 3.9 | % | | n/a | | | | 79.0 | % | | | 73.3 | % | | n/a | | | | 78.1 | % | | | 72.2 | % | | n/a | | | | 0.9 | % | | | 1.1 | % |
| | 21.1 | % | | $ | 442 | | | | 90.4 | % | | | 85.3 | % | | $ | 465 | | | | 90.1 | % | | | 84.7 | % | | | -4.9 | % | | | 0.3 | % | | | 0.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Core Malls | | 100.2 | % | | $ | 603 | | | | 93.5 | % | | | 90.1 | % | | $ | 613 | | | | 92.6 | % | | | 88.6 | % | | | -1.6 | % | | | 0.9 | % | | | 1.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | -0.2 | % | | $ | 368 | | | | 53.4 | % | | | 53.0 | % | | | 315 | | | | 48.3 | % | | | 41.8 | % | | | 16.8 | % | | | 5.1 | % | | | 11.2 | % |
All Non-Core Malls | | -0.2 | % | | $ | 368 | | | | 53.4 | % | | | 53.0 | % | | $ | 315 | | | | 48.3 | % | | | 41.8 | % | | | 16.8 | % | | | 5.1 | % | | | 11.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sold Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cumberland Mall | | 0.0 | % | | n/a | | | n/a | | | n/a | | | $ | 450 | | | | 95.1 | % | | | 92.0 | % | | n/a | | | n/a | | | n/a | |
Sold Malls | | 0.0 | % | | | | | n/a | | | n/a | | | $ | 450 | | | | 95.1 | % | | | 92.0 | % | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Malls | | 100.0 | % | | $ | 601 | | | | 91.0 | % | | | 88.4 | % | | $ | 609 | | | | 90.0 | % | | | 86.8 | % | | | -1.3 | % | | | 1.0 | % | | | 1.6 | % |
(1) NOI is a non-GAAP measure. See definition of NOI on page 31.
17
Pennsylvania Real Estate Investment Trust
Top Twenty Tenants
March 31, 2023
| | | | | | | | | | | | | | | | | | |
Tenant | | Brands | | Locations at Consolidated Properties | | | Locations at Unconsolidated Properties | | | Total Number of Locations | | | Percentage of Annualized Gross Rent(1) | |
Foot Locker, Inc. | | Champs, Foot Locker, Footaction, House of Hoops by Foot Locker, Kids Foot Locker | | 28 | | | 6 | | | 34 | | | | 4.1 | % |
Signet Jewelers Limited | | Kay Jewelers, Piercing Pagoda, Piercing Pagoda Plus, Zales Jewelers, Banter by Piercing Pagoda | | 42 | | | 8 | | | 50 | | | | 3.3 | % |
American Eagle Outfitters, Inc. | | Aerie, American Eagle Outfitters, Offline | | 15 | | | 4 | | | 19 | | | | 2.9 | % |
Dick's Sporting Goods, Inc. | | Dick's Sporting Goods, Field & Stream | | 9 | | | 1 | | | 10 | | | | 2.8 | % |
Victoria's Secret & Co. | | Victoria's Secret, Pink | | 13 | | | 3 | | | 16 | | | | 2.7 | % |
Dave & Buster's, Inc. | | Dave & Buster's | | 3 | | | | 1 | | | 4 | | | | 2.0 | % |
Sycamore Partners | | Hot Topic, Talbots, Torrid, AnnTaylor, Loft, Belk | | 34 | | | 7 | | | 41 | | | | 1.9 | % |
JD Sports Fashion PLC | | DTLR, Finish Line, JD Sports, Villa | | 13 | | | 2 | | | 15 | | | | 1.8 | % |
Macy's | | Bloomingdale's, Macy's | | 12 | | | 2 | | | 14 | | | | 1.8 | % |
Genesco Inc. | | Johnston & Murphy, Journeys, Journeys Kidz, Underground by Journeys | | 21 | | | 5 | | | 26 | | | | 1.8 | % |
Express, Inc | | Express, Express Factory Outlet, Express Men | | 10 | | | 3 | | | 13 | | | | 1.7 | % |
Cineworld Group | | Regal Cinemas | | 3 | | | 0 | | | 3 | | | | 1.5 | % |
Bath & Body Works, Inc. | | Bath & Body Works | | 16 | | | 3 | | | 19 | | | | 1.4 | % |
Gap, Inc. | | Banana Republic, Gap/Gap Kids, Old Navy | | 7 | | | | 5 | | | 12 | | | | 1.4 | % |
Authentic Brands Group LLC | | Aeropostale, Forever 21, Lucky Brand Jeans | | 18 | | | 5 | | | 23 | | | | 1.3 | % |
Darden Concepts, Inc. | | Bahama Breeze, Capital Grille, Olive Garden, Seasons 52, Yard House | | 7 | | | 0 | | | 7 | | | | 1.3 | % |
AMC Entertainment Holdings, Inc. | | AMC | | 3 | | | | 1 | | | 4 | | | | 1.2 | % |
Luxottica Group S.p.A. | | Lenscrafters, Pearle Vision, Sunglass Hut | | 19 | | | 6 | | | 25 | | | | 1.2 | % |
Shoe Show, Inc. | | Shoe Department, Shoe Dept. Encore | | 13 | | | | 2 | | | 15 | | | | 1.1 | % |
Copper Retail JV LLC | | JC Penney | | 10 | | | | 1 | | | 11 | | | | 1.1 | % |
Total Top 20 Tenants | | | | 296 | | | 65 | | | 361 | | | | 38.0 | % |
Total Leases | | | | | 1,291 | | | 295 | | | | 1,586 | | | | 100.0 | % |
(1)Includes our share of tenant gross rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments as of March 31, 2023.
18
Pennsylvania Real Estate Investment Trust
Lease Expirations as of March 31, 2023
(dollars in thousands except per square foot (“psf”) amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Anchors | |
| | | | | Gross Leasable Area ("GLA") | | | Annualized Gross Rent | | | | |
Lease Expiration Year | | Number of Leases Expiring | | | Expiring GLA (1) | | | Percent of Total | | | Gross Rent in Expiring Year | | | PREIT’s Share of Gross Rent in Expiring Year (2) | | | Percent of PREIT’s Total | | | Average Expiring Gross Rent psf | |
2023 and Prior | | | 245 | | | | 846,620 | | | | 10.9 | % | | | 38,304 | | | | 32,216 | | | | 11.7 | % | | | 45.24 | |
2024 | | | 295 | | | | 932,243 | | | | 12.0 | % | | | 43,167 | | | | 37,991 | | | | 13.8 | % | | | 46.30 | |
2025 | | | 259 | | | | 1,107,919 | | | | 14.1 | % | | | 65,124 | | | | 51,435 | | | | 18.6 | % | | | 58.78 | |
2026 | | | 162 | | | | 842,335 | | | | 10.8 | % | | | 33,344 | | | | 29,844 | | | | 10.8 | % | | | 39.59 | |
2027 | | | 146 | | | | 918,775 | | | | 11.8 | % | | | 32,260 | | | | 29,911 | | | | 10.8 | % | | | 35.11 | |
2028 | | | 116 | | | | 819,710 | | | | 10.5 | % | | | 30,998 | | | | 28,750 | | | | 10.4 | % | | | 37.82 | |
2029 | | | 76 | | | | 584,192 | | | | 7.5 | % | | | 23,305 | | | | 19,220 | | | | 7.0 | % | | | 39.89 | |
2030 | | | 65 | | | | 469,148 | | | | 6.0 | % | | | 20,447 | | | | 17,692 | | | | 6.4 | % | | | 43.58 | |
2031 | | | 39 | | | | 404,188 | | | | 5.2 | % | | | 12,189 | | | | 10,303 | | | | 3.8 | % | | | 30.16 | |
2032 | | | 35 | | | | 261,732 | | | | 3.4 | % | | | 9,771 | | | | 7,584 | | | | 2.8 | % | | | 37.33 | |
Thereafter | | | 36 | | | | 605,446 | | | | 7.8 | % | | | 13,207 | | | | 10,881 | | | | 3.9 | % | | | 21.81 | |
Total/Average | | | 1,474 | | | | 7,792,308 | | | | 100.0 | % | | $ | 322,116 | | | $ | 275,827 | | | | 100.0 | % | | $ | 41.34 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Anchors | |
| | | | | Gross Leasable Area ("GLA") | | | Annualized Gross Rent | | | | |
Lease Expiration Year | | Number of Leases Expiring | | | Expiring GLA (1) | | | Percent of Total | | | Gross Rent in Expiring Year | | | PREIT’s Share of Gross Rent in Expiring Year (2) | | | Percent of PREIT’s Total | | | Average Expiring Gross Rent psf | |
2023 and prior | | | 3 | | | | 497,894 | | | | 11.1 | % | | | 1,046 | | | | 691 | | | | 3.1 | % | | | 2.10 | |
2024 | | | 2 | | | | 218,332 | | | | 4.9 | % | | | 983 | | | | 983 | | | | 4.4 | % | | | 4.50 | |
2025 | | | 8 | | | | 929,729 | | | | 20.8 | % | | | 2,045 | | | | 2,045 | | | | 9.2 | % | | | 2.20 | |
2026 | | | 5 | | | | 352,845 | | | | 7.9 | % | | | 3,688 | | | | 2,414 | | | | 10.9 | % | | | 10.45 | |
2027 | | | 2 | | | | 275,250 | | | | 6.1 | % | | | 1,812 | | | | 1,812 | | | | 8.2 | % | | | 6.58 | |
2028 | | | 11 | | | | 1,295,984 | | | | 29.0 | % | | | 7,183 | | | | 7,183 | | | | 32.5 | % | | | 5.54 | |
2029 | | | 1 | | | | 135,186 | | | | 3.0 | % | | | 1,068 | | | | 1,068 | | | | 4.8 | % | | | 7.90 | |
2030 | | | 2 | | | | 85,718 | | | | 1.9 | % | | | 1,522 | | | | 1,522 | | | | 6.9 | % | | | 17.75 | |
2031 | | | 2 | | | | 166,523 | | | | 3.7 | % | | | 932 | | | | 932 | | | | 4.2 | % | | | 5.60 | |
2032 | | | 1 | | | | 85,162 | | | | 1.9 | % | | | 340 | | | | 340 | | | | 1.5 | % | | | 3.99 | |
Thereafter | | | 4 | | | | 433,408 | | | | 9.7 | % | | | 3,173 | | | | 3,173 | | | | 14.3 | % | | | 7.32 | |
Total/Average | | | 41 | | | | 4,476,031 | | | | 100.0 | % | | $ | 23,792 | | | $ | 22,163 | | | | 100.0 | % | | $ | 5.32 | |
(1) Does not include tenants occupying space under license agreements with initial terms of less than one year.
(2) Includes our share of tenant rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments.
19
Pennsylvania Real Estate Investment Trust
Property Information as of March 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | Anchor Stores Not Owned | | | Non-anchor occupied GLA | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital City Mall | | Camp Hill, PA | | JCPenney | | 2025 | | | 102,825 | | | Macy's | | | 120,000 | | | | 104,806 | | | | 178,041 | | | | 6,678 | | | | 624,329 | |
| | | | Dick's Sporting Goods | | 2028 | | | 61,677 | | | | | | | | | | | | | | | | | | |
| | | | Sportsman's Warehouse | | 2031 | | | | | | | | | | | 50,302 | | | | | | | | | | |
Cherry Hill Mall | | Cherry Hill, NJ | | Nordstrom | | 2025 | | | 138,000 | | | JCPenney | | | 174,285 | | | | 243,628 | | | | 396,988 | | | | 53,451 | | | | 1,310,952 | |
| | | | | | | | | | | Macy's | | | 304,600 | | | | | | | | | | | | | |
Dartmouth Mall | | Dartmouth, MA | | JCPenney | | 2025 | | | 100,020 | | | Macy's | | | 140,000 | | | | 106,859 | | | | 146,780 | | | | 3,400 | | | | 632,513 | |
| | | | Burlington | | 2030 | | | 43,835 | | | | | | | | | | | | | | | | | | |
| | | | AMC Theaters | | 2026 | | | | | | | | | | | 44,988 | | | | | | | | | | |
| | | | Aldi | | 2031 | | | | | | | | | | | 24,063 | | | | | | | | | | |
| | | | WOW Dartmouth | | 2033 | | | | | | | | | | | 22,568 | | | | | | | | | | |
Fashion District Philadelphia | | Philadelphia, PA | | Burlington | | 2032 | | | 85,162 | | | | | | | | | 153,512 | | | | 127,644 | | | | 178,815 | | | | 850,851 | |
| | | | AMC | | 2034 | | | | | | | | | | | 36,535 | | | | | | | | | | |
| | | | Round 1 | | 2029 | | | | | | | | | | | 58,080 | | | | | | | | | | |
| | | | City Winery | | 2025 | | | | | | | | | | | 29,762 | | | | | | | | | | |
| | | | H&M | | 2030 | | | | | | | | | | | 38,694 | | | | | | | | | | |
| | | | Shopper's World | | 2026 | | | 95,159 | | | | | | | | | | | | | | | | | | |
| | | | Primark | | 2032 | | | | | | | | | | | 47,488 | | | | | | | | | | |
Francis Scott Key Mall | | Frederick, MD | | JCPenney | | 2025 | | | 101,293 | | | Macy's | | | 139,333 | | | | 139,863 | | | | 173,187 | | | | 23,937 | | | | 748,646 | |
| | | | Sears (3) | | 2028 | | | 120,883 | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | 50,150 | | | | | | | | | | |
Jacksonville Mall | | Jacksonville, NC | | Belk | | 2026 | | | 72,510 | | | | | | | | | 123,079 | | | | 120,838 | | | | 6,594 | | | | 492,626 | |
| | | | JCPenney | | 2025 | | | 51,812 | | | | | | | | | | | | | | | | | | |
| | | | Sears (3) | | 2028 | | | 117,793 | | | | | | | | | | | | | | | | | | |
Lehigh Valley Mall | | Allentown, PA | | Boscov's | | 2023 | | | 164,694 | | | JCPenney | | | 207,292 | | | | 185,631 | | | | 290,071 | | | | 140,964 | | | | 1,200,652 | |
| | | | Macy's | | 2023 | | | 212,000 | | | | | | | | | | | | | | | | | | |
Magnolia Mall | | Florence, SC | | Belk | | 2028 | | | 115,793 | | | | | | | | | 96,175 | | | | 133,341 | | | | 8,601 | | | | 580,760 | |
| | | | Best Buy | | 2028 | | | 32,054 | | | | | | | | | | | | | | | | | | |
| | | | Tilt Studio | | 2031 | | | 104,107 | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2026 | | | | | | | | | | | 45,000 | | | | | | | | | | |
| | | | Burlington | | 2028 | | | | | | | | | | | 45,689 | | | | | | | | | | |
Moorestown Mall | | Moorestown, NJ | | Boscov's | | 2028 | | | 202,765 | | | Cooper Hospital (2) | | | 182,153 | | | | 110,814 | | | | 191,823 | | | | 31,649 | | | | 926,733 | |
| | | | Regal Cinemas | | 2030 | | | | | | | | | | | 57,843 | | | | | | | | | | |
| | | | HomeSense | | 2028 | | | 28,486 | | | | | | | | | | | | | | | | | | |
| | | | Turn 7 Liquidations | | 2023 | | | 121,200 | | | | | | | | | | | | | | | | | | |
20
Pennsylvania Real Estate Investment Trust
Property Information as of March 31, 2023 (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | Anchor Stores Not Owned | | | Non-anchor occupied GLA | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Patrick Henry Mall | | Newport News, VA | | Dick's Sporting Goods | | 2027 | | | 50,250 | | | Dillard's | | | 144,157 | | | | 60,095 | | | | 225,481 | | | | 12,726 | | | | 717,921 | |
| | | | JCPenney | | 2025 | | | 85,212 | | | Macy's | | | 140,000 | | | | | | | | | | | | | |
Plymouth Meeting Mall | | Plymouth Meeting, PA | | Boscov's | | 2028 | | | 188,429 | | | Whole Foods | | | 65,155 | | | | 159,504 | | | | 199,783 | | | | 124,281 | | | | 917,844 | |
| | | | Burlington | | 2030 | | | 41,883 | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2031 | | | | | | | | | | | 57,588 | | | | | | | | | | |
| | | | AMC Theaters | | 2027 | | | | | | | | | | | 48,000 | | | | | | | | | | |
| | | | LEGOLAND Discovery Center | | 2032 | | | | | | | | | | | 33,221 | | | | | | | | | | |
Springfield Mall | | Springfield, PA | | | | | | | | | Macy's | | | 192,000 | | | | 20,577 | | | | 191,912 | | | | 10,263 | | | | 610,651 | |
| | | | | | | | | | | Target | | | 195,899 | | | | | | | | | | | | | |
Springfield Town Center | | Springfield, VA | | Macy's | | 2035 | | | 252,245 | | | JCPenney | | | 209,144 | | | | 181,785 | | | | 316,644 | | | | 96,742 | | | | 1,374,187 | |
| | | | | | | | | | | Target | | | 180,841 | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | 53,891 | | | | | | | | | | |
| | | | Nordstrom Rack | | 2025 | | | | | | | | | | | 33,107 | | | | | | | | | | |
| | | | Regal Cinemas | | 2031 | | | | | | | | | | | 49,788 | | | | | | | | | | |
The Mall at Prince George's | | Hyattsville, MD | | Macy's | | 2028 | | | 195,655 | | | | | | | | | 268,818 | | | | 234,124 | | | | 12,425 | | | | 846,208 | |
| | | | Target | | 2029 | | | 135,186 | | | | | | | | | | | | | | | | | | |
Valley Mall | | Hagerstown, MD | | JCPenney | | 2025 | | | 157,455 | | | | | | | | | 78,992 | | | | 208,694 | | | | 27,432 | | | | 828,983 | |
| | | | Belk | | 2028 | | | 123,094 | | | | | | | | | | | | | | | | | | |
| | | | Regal Cinemas | | 2033 | | | | | | | | | | | 53,059 | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2031 | | | 62,416 | | | | | | | | | | | | | | | | | | |
| | | | Onelife Fitness | | 2033 | | | 70,000 | | | | | | | | | | | | | | | | | | |
| | | | Tilt Studio | | 2028 | | | 47,841 | | | | | | | | | | | | | | | | | | |
Viewmont Mall | | Scranton, PA | | JCPenney | | 2025 | | | 193,112 | | | Macy's | | | 139,801 | | | | 76,053 | | | | 159,095 | | | | 8,639 | | | | 689,277 | |
| | | | Dick's Sporting Goods/Field & Stream | | 2028 | | | 90,000 | | | | | | | | | | | | | | | | | | |
| | | | HomeGoods | | 2027 | | | | | | | | | | | 22,577 | | | | | | | | | | |
Willow Grove Park | | Willow Grove, PA | | Macy's | | 2027 | | | 225,000 | | | Bloomingdale's | | | 237,537 | | | | 103,217 | | | | 256,023 | | | | 23,104 | | | | 1,060,797 | |
| | | | Nordstrom Rack | | 2024 | | | 40,332 | | | Sears (1)(3) | | | 175,584 | | | | | | | | | | | | | |
Woodland Mall | | Grand Rapids, MI | | Von Maur | | 2119 | | | 86,165 | | | JCPenney | | | 254,905 | | | | 115,714 | | | | 305,719 | | | | 15,511 | | | | 982,252 | |
| | | | | | | | | | | Macy's | | | 157,316 | | | | | | | | | | | | | |
| | | | Phoenix Theatres | | 2037 | | | | | | | | | | | 46,922 | | | | | | | | | | |
Total Core Malls | | | | | | | | | 4,116,343 | | | | | | 3,360,002 | | | | 3,278,437 | | | | 3,856,188 | | | | 785,212 | | | | 15,396,182 | |
21
Pennsylvania Real Estate Investment Trust
Property Information as of March 31, 2023 (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | | | | | Anchor Stores Not Owned | | | | | Non-anchor occupied GLA | | | | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
Other Malls and Retail Properties | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | Exton, PA | | Boscov's | | 2024 | | | 178,000 | | | Macy's | | | 181,200 | | | | 58,269 | | | | 137,105 | | | | 377,200 | | | | 990,145 | |
| | | | Round 1 | | 2026 | | | 58,371 | | | | | | | | | | | | | | | | | | |
Metroplex Shopping Center | | Plymouth Meeting, PA | | Giant Food Store | | 2026 | | | 67,185 | | | Lowe's | | | 163,215 | | | | 328,809 | | | | 49,012 | | | | 7,280 | | | | 777,695 | |
| | | | | | | | | | | Target | | | 137,514 | | | | | | | | | | | | | |
| | | | Saks OFF 5th | | 2026 | | | | | | | | | | | 24,680 | | | | | | | | | | |
The Court at Oxford Valley | | Fairless Hills, PA | | Best Buy | | 2026 | | | 59,620 | | | BJ's Wholesale Club | | | 116,872 | | | | 293,144 | | | | 54,141 | | | | - | | | | 703,909 | |
| | | | | | | | | | | The Home Depot | | | 130,751 | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2026 | | | | | | | | | | | 49,381 | | | | | | | | | | |
Red Rose Commons | | Lancaster, PA | | | | | | | | | The Home Depot | | | 134,558 | | | | 248,086 | | | | 15,207 | | | | - | | | | 462,883 | |
| | | | | | | | | | | Weis Market | | | 65,032 | | | | | | | | | | | | | |
Total Other Malls and Retail Properties | | | | | | | | | 363,176 | | | | | | 929,142 | | | | 1,002,369 | | | | 255,465 | | | | 384,480 | | | | 2,934,632 | |
Total Portfolio | | | | | | | | | 4,479,519 | | | | | | 4,289,144 | | | | 4,280,806 | | | | 4,111,653 | | | | 1,169,692 | | | | 18,330,814 | |
|
(1) Approximately 78,000 square feet of this space has been subleased to Primark. (2) Former Sears was acquired by Cooper Hospital. The site is under development and currently not operating. (3) Store not operating, but tenant still financially obligated to landlord. |
22
Pennsylvania Real Estate Investment Trust
Investment in Real Estate - Consolidated Properties
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(1) | |
Core Malls | | | | | | | | | | | | | | | |
Capital City Mall | | $ | 138,521 | | | $ | - | | | $ | 67,136 | | | $ | 71,385 | | | $ | - | |
Cherry Hill Mall | | | 474,580 | | | | - | | | | 294,776 | | | | 179,804 | | | | 237,169 | |
Dartmouth Mall | | | 90,512 | | | | 110 | | | | 53,251 | | | | 37,371 | | | | 53,303 | |
Francis Scott Key Mall | | | 96,635 | | | | - | | | | 51,585 | | | | 45,050 | | | | 51,810 | |
Jacksonville Mall | | | 93,250 | | | | - | | | | 48,192 | | | | 45,058 | | | | - | |
Magnolia Mall | | | 106,059 | | | | - | | | | 58,853 | | | | 47,206 | | | | - | |
Moorestown Mall | | | 175,770 | | | | - | | | | 89,356 | | | | 86,414 | | | | - | |
Patrick Henry Mall | | | 158,207 | | | | - | | | | 86,429 | | | | 71,778 | | | | 82,544 | |
Plymouth Meeting Mall | | | 129,832 | | | | - | | | | 78,486 | | | | 51,346 | | | | - | |
The Mall at Prince George's | | | 137,459 | | | | 82 | | | | 80,466 | | | | 57,075 | | | | - | |
Springfield Town Center | | | 497,610 | | | | 3,842 | | | | 109,880 | | | | 391,572 | | | | - | |
Valley Mall | | | 148,989 | | | | 1,229 | | | | 64,074 | | | | 86,144 | | | | - | |
Viewmont Mall | | | 122,157 | | | | - | | | | 64,427 | | | | 57,730 | | | | 67,185 | |
Willow Grove Park | | | 233,036 | | | | 37,716 | | | | 127,849 | | | | 142,903 | | | | 144,243 | |
Woodland Mall | | | 281,750 | | | | 130 | | | | 102,407 | | | | 179,473 | | | | 105,650 | |
Total Core Malls | | | 2,884,367 | | | | 43,109 | | | | 1,377,167 | | | | 1,550,309 | | | | 741,904 | |
| | | | | | | | | | | | | | | |
Total Malls | | $ | 2,884,367 | | | $ | 43,109 | | | $ | 1,377,167 | | | $ | 1,550,309 | | | $ | 741,904 | |
| | | | | | | | | | | | | | | |
Other Properties | | | | | | | | | | | | | | | |
Land held for development | | | 2,058 | | | | - | | | | - | | | | 2,058 | | | | - | |
Total Investment in Real Estate | | $ | 2,886,425 | | | $ | 43,109 | | | $ | 1,377,167 | | | $ | 1,552,367 | | | $ | 741,904 | |
| | | | | | | | | | | | | | | |
Assets Held For Sale | | | | | | | | | | | | | | | |
Exton Mall | | | 28,549 | | | | - | | | | - | | | | 28,549 | | | | - | |
Mall at Prince George's | | | 4,861 | | | | - | | | | - | | | | 4,861 | | | | - | |
Moorestown | | | 447 | | | | - | | | | - | | | | 447 | | | | - | |
Woodland Mall | | | 1,054 | | | | - | | | | - | | | | 1,054 | | | | - | |
Cumberland Mall | | | 125 | | | | - | | | | - | | | | 125 | | | | - | |
Total held for sale | | $ | 35,036 | | | $ | - | | | $ | - | | | $ | 35,036 | | | $ | - | |
(1)Refer to page 23-29 for further debt information regarding consolidated properties.
23
Pennsylvania Real Estate Investment Trust
Investment in Real Estate – Equity Method Investments at Ownership Share
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(1) | |
Unconsolidated Malls | | | | | | | | | | | | | | | |
Fashion District Philadelphia | | $ | 166,946 | | | $ | 875 | | | $ | (10,703 | ) | | $ | 157,118 | | | $ | 162,612 | |
Lehigh Valley Mall | | | 57,513 | | | | 632 | | | | (33,725 | ) | | | 24,420 | | | | 90,140 | |
Springfield Mall | | | 58,749 | | | | 60 | | | | (28,934 | ) | | | 29,875 | | | | 28,127 | |
Total Unconsolidated Malls | | $ | 283,208 | | | $ | 1,567 | | | $ | (73,362 | ) | | $ | 211,413 | | | $ | 280,879 | |
| | | | | | | | | | | | | | | |
Unconsolidated Other Retail Properties | | | | | | | | | | | | | | | |
Metroplex Shopping Center | | | 46,518 | | | | 2,779 | | | | (29,050 | ) | | | 20,247 | | | | 34,065 | |
The Court at Oxford Valley | | | 28,411 | | | | - | | | | (14,430 | ) | | | 13,981 | | | | 27,500 | |
Red Rose Commons | | | 14,598 | | | | - | | | | (6,249 | ) | | | 8,349 | | | | 16,442 | |
Total Unconsolidated Other Retail Properties | | $ | 89,527 | | | $ | 2,779 | | | $ | (49,729 | ) | | $ | 42,577 | | | $ | 78,007 | |
Unconsolidated Property Under Development | | | | | | | | | | | | | | | |
Pavilion at Market East | | | 6,345 | | | | 765 | | | | (2,426 | ) | | | 4,684 | | | | 3,065 | |
Total Investment in Real Estate | | $ | 379,080 | | | $ | 5,111 | | | $ | (125,517 | ) | | $ | 258,674 | | | $ | 361,951 | |
(1)Refer to pages 23-29 for further debt information regarding equity method investments at ownership share.
24
Pennsylvania Real Estate Investment Trust
Capital Expenditures
Three Months Ended March 31, 2023
(in thousands)
| | | | | | | | | | | | | |
| | Consolidated | | | PREIT's Share of Equity Method Investments | | | Total | | |
Redevelopment projects with incremental GLA and/or anchor replacement (1) | | $ | 1,217 | | | $ | 169 | | | $ | 1,386 | | |
Tenant allowances | | | 4,544 | | | | 316 | | | | 4,860 | | |
Recurring capital expenditures: | | | | | | | | | | |
CAM expenditures | | | 537 | | | | 25 | | | | 562 | | |
Non-CAM expenditures | | | - | | | | - | | | | - | | |
Total recurring capital expenditures | | | 537 | | | | 25 | | | | 562 | | |
Total | | $ | 6,298 | | | $ | 510 | | | $ | 6,808 | | |
(1) Net of any tenant reimbursements, parcel sales, tax credits or other incentives.
25
Pennsylvania Real Estate Investment Trust
Debt Analysis as of March 31, 2023
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Outstanding Debt | |
| | Fixed Rate (1) | | | % of Total Indebtedness | | | Variable Rate | | | % of Total Indebtedness | | | Total | | | % of Total Indebtedness | |
Consolidated mortgage loans payable (2) | | $ | 617,259 | | | | 29.4 | % | | $ | 124,645 | | | | 5.9 | % | | $ | 741,904 | | | | 35.3 | % |
Unconsolidated mortgage loans payable (3) | | | 199,339 | | | | 9.5 | % | | | - | | | | 0.0 | % | | | 199,339 | | | | 9.4 | % |
Consolidated Term Loans (4) | | | 300,000 | | | | 14.3 | % | | | 673,365 | | | | 32.1 | % | | | 973,365 | | | | 46.4 | % |
Unconsolidated Term Loans (5) | | | 123,452 | | | | 5.8 | % | | | 39,160 | | | | 1.9 | % | | | 162,612 | | | | 7.7 | % |
2020 Revolving Facility | | | - | | | | 0.0 | % | | | 22,481 | | | | 1.1 | % | | | 22,481 | | | | 1.2 | % |
Total Outstanding Debt | | $ | 1,240,050 | | | | 59.0 | % | | $ | 859,651 | | | | 41.0 | % | | $ | 2,099,701 | | | | 100.0 | % |
Average Stated Interest Rate | | | 6.15 | % | | | | | | 11.84 | % | | | | | | 8.48 | % | | | |
(1) Includes variable rate debt swapped to fixed rate debt.
(2) Excludes deferred financing costs of $1,737.
(3) Reflects our share of mortgage debt of equity method investees. Excludes our share of deferred financing costs of $946.
(4) Excludes deferred financing costs of $1,859.
(5) Reflects our share of Term Loan debt of equity method investee.
| | | | | | | | | | | | | | | | | | |
| | | | Average Debt Balance | |
| | | | Mortgage Debt | | | Revolving Facility | | | Term Loans | | | Total | |
Beginning Balance | | 12/31/2022 | | $ | 951,808 | | | $ | 22,481 | | | $ | 1,138,404 | | | $ | 2,112,693 | |
Mortgage loan amortization and repayments, including our share of debt of equity method investees | | | | | (10,565 | ) | | | - | | | | - | | | | (10,565 | ) |
First Lien Term Loan Paydown | | | | | - | | | | - | | | | (26,312 | ) | | | (26,312 | ) |
2018 FDP Term Loan Paydown | | | | | - | | | | - | | | | (13,055 | ) | | | (13,055 | ) |
2020 and 2022 FDP Partnership Loan Borrowing | | | | | - | | | | - | | | | 16,449 | | | | 16,449 | |
Second Lien Term Loan PIK Interest | | | | | - | | | | - | | | | 20,491 | | | | 20,491 | |
Ending Balance | | 3/31/2023 | | $ | 941,243 | | | $ | 22,481 | | | $ | 1,135,977 | | | $ | 2,099,701 | |
Weighted Average Balance | | | | $ | 949,156 | | | $ | 22,481 | | | $ | 1,137,127 | | | $ | 2,108,764 | |
26
Pennsylvania Real Estate Investment Trust
Debt Analysis as of March 31, 2023 (continued)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt Maturities(1) | |
Year | | Scheduled Amortization | | | Deferred Financing Cost Amortization - Mortgages | | | Mortgage Balance at Initial Maturity Date | | | 2020 Revolving Facility | | | Term Loans | | | Deferred Financing Cost Amortization - Term Loans | | | Total Debt | |
2023 (2) | | $ | 9,340 | | | $ | (1,497 | ) | | $ | 427,817 | | | $ | 22,481 | | | $ | 973,365 | | | $ | (1,859 | ) | | $ | 1,429,647 | |
2024 | | | 10,242 | | | | (455 | ) | | | 118,995 | | | | - | | | | 39,160 | | | | - | | | | 167,942 | |
2025 | | | 9,031 | | | | (225 | ) | | | 240,709 | | | | - | | | | - | | | | - | | | | 249,515 | |
2026 | | | 4,162 | | | | (126 | ) | | | - | | | | - | | | | - | | | | - | | | | 4,036 | |
2027 | | | 3,859 | | | | (118 | ) | | | 79,789 | | | | - | | | | 100,000 | | | | - | | | | 183,530 | |
Thereafter | | | 5,774 | | | | (262 | ) | | | 31,525 | | | | - | | | | 23,452 | | | | - | | | | 60,489 | |
| | $ | 42,408 | | | $ | (2,683 | ) | | $ | 898,835 | | | $ | 22,481 | | | $ | 1,135,977 | | | $ | (1,859 | ) | | $ | 2,095,159 | |
(1) The weighted average period to total debt maturity is 1.39 years, excluding extension options. Includes 100% of revolver, term loan and mortgage loan debt from consolidated properties and our share of term loan and mortgage loan debt of equity method investees.
(2) Includes Cherry Hill Mall mortgage for which, subsequent to March 31, 2023, the maturity date was extended through December 1, 2023.
| | | | | | | | |
Weighted Average Mortgage Interest Rates | |
Year | | Balance (1) | | | Interest Rate | |
2023 (2) | | $ | 430,187 | | | | 5.13 | % |
2024 | | | 118,995 | | | | 7.38 | % |
2025 | | | 257,979 | | | | 4.11 | % |
2026 | | | - | | | | 0.00 | % |
2027 | | | 90,140 | | | | 4.06 | % |
Thereafter | | | 43,942 | | | | 3.23 | % |
Total | | $ | 941,243 | | | | 4.94 | % |
(1) Includes our share of debt of equity method investees.
(2) Includes Cherry Hill Mall mortgage for which, subsequent to March 31, 2023, the maturity date was extended through December 1, 2023.
27
Pennsylvania Real Estate Investment Trust
Debt Schedule as of March 31, 2023
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Debt | | | Interest Rate | | | Annual Debt Service | | | Balance at Maturity | | | Initial Maturity Date | | Fully Extended Maturity Date |
Fixed Rate Mortgage Loans | | | | | | | | | | | | | | | | |
Cherry Hill Mall (1) | | $ | 237,169 | | | | 3.90 | % | | $ | 16,980 | | | $ | 237,169 | | | May 2023 | | May 2023 |
Dartmouth Mall | | | 53,303 | | | | 3.97 | % | | | 3,825 | | | | 52,996 | | | April 2023 | | April 2023 |
Metroplex Shopping Center (2) | | | 34,064 | | | | 5.00 | % | | | 2,818 | | | | 33,502 | | | October 2023 | | October 2023 |
Francis Scott Key Mall | | | 40,000 | | | | 7.19 | % | | | 2,876 | | | | 40,000 | | | June 2024 | | June 2025 |
Viewmont Mall | | | 60,000 | | | | 7.19 | % | | | 4,314 | | | | 60,000 | | | June 2024 | | June 2025 |
Patrick Henry Mall | | | 82,544 | | | | 4.35 | % | | | 5,748 | | | | 77,591 | | | July 2025 | | July 2025 |
Pavilion East Associates (2) | | | 3,065 | | | | 5.50 | % | | | 268 | | | | 3,065 | | | October 2025 | | October 2027 |
Springfield Mall (2) | | | 28,127 | | | | 4.45 | % | | | 1,964 | | | | 26,299 | | | October 2025 | | October 2025 |
Willow Grove Park | | | 144,243 | | | | 3.88 | % | | | 9,599 | | | | 133,754 | | | October 2025 | | October 2025 |
Lehigh Valley Mall (2) | | | 90,140 | | | | 4.06 | % | | | 5,768 | | | | 79,789 | | | November 2027 | | November 2027 |
Red Rose Commons (2) | | | 16,443 | | | | 3.28 | % | | | 978 | | | | 13,183 | | | July 2031 | | July 2031 |
The Court at Oxford Valley (2) | | | 27,500 | | | | 3.20 | % | | | 2,058 | | | | 18,343 | | | July 2031 | | July 2031 |
| | | | | | | | | | | | | | | | |
Total Fixed Rate Mortgage Loans | | $ | 816,598 | | | | 4.40 | % | | $ | 57,196 | | | $ | 775,690 | | | | | |
| | | | | | | | | | | | | | | | |
Variable Rate Mortgage Loans | | | | | | | | | | | | | | | | |
Woodland Mall | | $ | 105,650 | | | | 8.50 | % | | $ | 13,180 | | | $ | 104,150 | | | June 2023 | | October 2023 |
Francis Scott Key Mall | | | 11,810 | | | | 8.38 | % | | | 990 | | | | 11,810 | | | June 2024 | | June 2025 |
Viewmont Mall | | | 7,185 | | | | 8.38 | % | | | 602 | | | | 7,185 | | | June 2024 | | June 2025 |
Total Variable Rate Mortgage Loans | | $ | 124,645 | | | | 8.48 | % | | $ | 14,772 | | | $ | 123,145 | | | | | |
Total Mortgage Loans | | $ | 941,243 | | | | 4.94 | % | | $ | 71,968 | | | $ | 898,835 | | | | | |
| | | | | | | | | | | | | | | | |
Consolidated Mortgage Loans | | $ | 741,904 | | | | 5.16 | % | | $ | 58,114 | | | $ | 724,656 | | | | | |
Consolidated Deferred Financing Fees | | | (1,737 | ) | | N/A | | | N/A | | | N/A | | | | | |
Unconsolidated Mortgage Loans | | | 199,339 | | | | 4.11 | % | | | 13,854 | | | | 174,180 | | | | | |
Unconsolidated Deferred Financing Fees | | | (946 | ) | | N/A | | | N/A | | | N/A | | | | | |
First Lien Term Loan (3) | | | 305,739 | | | | 8.47 | % | | | 25,908 | | | | 305,739 | | | December 2023 | | December 2023 |
Second Lien Term Loan | | | 667,626 | | | | 12.81 | % | | | 85,496 | | | | 667,626 | | | December 2023 | | December 2023 |
2018 FDP Term Loan | | | 39,160 | | | | 8.27 | % | | | 3,237 | | | | 39,160 | | | January 2024 | | January 2024 |
Term Loan Deferred Financing Fees | | | (1,859 | ) | | N/A | | | N/A | | | N/A | | | | | |
First Lien Revolver | | | 22,481 | | | | 8.17 | % | | | 1,837 | | | | 22,481 | | | December 2023 | | December 2023 |
2020 FDP Partnership Loan | | | 100,000 | | | | 15.00 | % | | | 15,000 | | | | 100,000 | | | December 2027 | | December 2027 |
2022 FDP Partnership Loan | | | 23,452 | | | | 15.00 | % | | | 3,518 | | | | 23,452 | | | August 2029 | | August 2029 |
Total | | $ | 2,095,159 | | | | 8.48 | % | | $ | 206,964 | | | $ | 2,057,293 | | | | | |
Amortization of Deferred Financing Fees | | — | | | | -0.02 | % | | — | | | — | | | | | |
Effective Interest Rate | | $ | 2,095,159 | | | | 8.50 | % | | $ | 206,964 | | | $ | 2,057,293 | | | | | |
(1) Cherry Hill Mall mortgage for which, subsequent to March 31, 2023, the maturity date was extended through December 1, 2023.
(2) Includes our share of debt of equity method investees, based on our ownership percentage.
(3) All or a portion of the loan has been effectively swapped to the fixed interest rate presented.
28
Pennsylvania Real Estate Investment Trust
Selected Debt Ratios
| | | |
| March 31, 2023 | |
Debt Yield Ratio (1) | | |
Maintain a minimum Debt Yield Ratio (Senior) of 11.35% from and after June 30, 2021 | 22.07% | |
Maintain a minimum Debt Yield Ratio (Corporate) of (a) 6.50% from June 30, 2021 through and including September 30, 2021 and (b) 7.25% from and after October 1, 2021 | 8.56% | |
Liquidity (1) | | |
Maintain minimum liquidity of at least $25.0 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements | $ | 117.0 | |
(1)The First Lien Credit Agreement and Second Lien Credit Agreement (collectively, the "Credit Agreements"), contain identical affirmative and negative covenants customarily found in such agreements, including requirements that the Company, on a consolidated basis, maintain certain financial ratios and liquidity. All capitalized terms used on this page have the meanings ascribed to such terms in the Credit Agreements. In addition to the ratios set forth herein, there are several other requirements set forth in the covenants under the Credit Agreements with which the Company must comply. As of March 31, 2022, we were in compliance with terms under the Credit Agreements, however, a material decline in future operating results could affect our ability to comply with the financial covenants, including additional covenants that came into effect starting on December 31, 2021.
29
Pennsylvania Real Estate Investment Trust
Forward Looking Statements
FORWARD LOOKING STATEMENTS
This Quarterly Supplemental and Operating Information for the quarter ended March 31, 2023 contains certain forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “project,” “intend,” “may” or similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters, including our expectations regarding the impact of COVID-19 on our business, that are not historical facts. These forward-looking statements reflect our current views about future events, achievements, results, cost reductions, dividend payments and the impact of COVID-19 and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. In particular, our business might be materially and adversely affected by the following:
•the effectiveness of our financial restructuring and any additional strategies that we may employ to address our liquidity and capital resources in the future;
•our ability to achieve forecasted revenue and pro forma leverage ratio and generate free cash flow to further reduce indebtedness;
•our substantial debt, and our ability to satisfy our obligations or extend the maturity of or refinance our outstanding debt at or prior to maturity, particularly in light of increasing interest rates, and our ability to remain in compliance with our financial covenants under our debt facilities;
•the COVID-19 global pandemic and the public health and governmental response, which have created periods of significant economic disruption and also have and may continue to exacerbate many of the risks listed herein;
•changes in the retail and real estate industries, including bankruptcies, consolidation and store closings, particularly among anchor tenants;
•changes in economic conditions, including unemployment rates and its effects on consumer confidence and spending, supply chain challenges, the current inflationary environment, the potential for recession and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions;
•our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise;
•our ability to sell properties that we seek to dispose of, which may be delayed by, among other things, the failure to obtain zoning, occupancy and other governmental approvals and permits or, to the extent required, approvals of other third parties;
•potential losses on impairment of certain long-lived assets, such as real estate, including losses that we might be required to record in connection with any disposition of assets;
•our ability to raise capital, including through sales of properties or interests in properties, subject to the terms of our Credit Agreements;
•our ability to maintain and increase property occupancy, sales and rental rates;
•increases in operating costs that cannot be passed on to tenants, which may be exacerbated in the current inflationary environment;
•the effects of online shopping and other uses of technology on our retail tenants;
•risks related to our development and redevelopment activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates;
•social unrest and acts of vandalism or violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; and;
•potential dilution from any capital raising transactions or other equity issuances.
Additional factors that might cause future events, achievements or results to differ materially from those expressed or implied by our forward-looking statements include those discussed herein and in the section entitled "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent reports we file with the SEC. We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
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Pennsylvania Real Estate Investment Trust
Definitions
Funds From Operations (FFO)
The National Association of Real Estate Investment Trusts (“NAREIT”) defines Funds From Operations (“FFO”), which is a non-GAAP measure commonly used by REITs, as net income (computed in accordance with GAAP) excluding (i) depreciation and amortization of real estate, (ii) gains and losses on sales of certain real estate assets, (iii) gains and losses from change in control and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We compute FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do. NAREIT’s established guidance provides that excluding impairment write downs of depreciable real estate is consistent with the NAREIT definition.
FFO is a commonly used measure of operating performance and profitability among REITs. We use FFO and FFO per diluted share and unit of limited partnership interest in our operating partnership (“OP Unit”) in measuring our performance against our peers and have used it as one of the performance measures for determining incentive compensation amounts earned under certain of our performance-based executive compensation programs.
FFO does not include gains and losses on sales of operating real estate assets or impairment write downs of depreciable real estate (including development land parcels), which are included in the determination of net loss in accordance with GAAP. Accordingly, FFO is not a comprehensive measure of our operating cash flows. In addition, since FFO does not include depreciation on real estate assets, FFO may not be a useful performance measure when comparing our operating performance to that of other non-real estate commercial enterprises. We compensate for these limitations by using FFO in conjunction with other GAAP financial performance measures, such as net loss and net cash used in operating activities, and other non-GAAP financial performance measures, such as NOI. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net loss (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. We believe that net loss is the most directly comparable GAAP measurement to FFO.
When applicable, we also present FFO, as adjusted, and FFO per diluted share and OP Unit, as adjusted, which are non-GAAP measures, for the three months ended March 31, 2023 and 2022, respectively, to show the effect of such items as provision for employee separation expense, gain on sale of preferred equity interest, depreciation and amortization on real estate at PREIT’s consolidated properties, PREIT’s share of depreciation and amortization of equity method investments and loss on project costs by equity method investee, which had an effect on our results of operations, but are not, in our opinion, indicative of our ongoing operating performance.
We believe that FFO is helpful to management and investors as a measure of operating performance because it excludes various items included in net loss that do not relate to or are not indicative of operating performance, such as depreciation and amortization of real estate, among others. We believe that Funds From Operations, as adjusted, is helpful to management and investors as a measure of operating performance because it adjusts FFO to exclude items that management does not believe are indicative of our operating performance, such as provision for employee separation expense, and gain on sale of preferred equity interest.
Net Operating Income (NOI)
NOI (a non-GAAP measure) is derived from real estate revenue (determined in accordance with GAAP, including lease termination revenue), minus property operating expenses (determined in accordance with GAAP), plus our pro rata share of revenue and property operating expenses of our unconsolidated partnership investments. NOI does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net loss (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. It is not indicative of funds available for our cash needs, including our ability to make cash distributions.
We believe NOI is helpful to management and investors as a measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. We believe that net loss is the most directly comparable GAAP measure to NOI. NOI excludes other income, depreciation and amortization, general and administrative expenses, other expenses (which includes provision for employee separation expense and project costs), interest expense, net, equity in loss of partnerships, gain/loss on project costs by equity method investee, and gain on sale of preferred equity interest.
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Same Store NOI
Same Store NOI is calculated using retail properties owned for the full periods presented and excludes properties acquired or disposed of, under redevelopment, or designated as non-core during the periods presented. Non Same Store NOI is calculated using the retail properties excluded from the calculation of Same Store NOI.
Funds Available for Distribution (FAD)
FAD is a measure of a real estate company’s cash flows generated by operations and capacity to pay dividends. The Company calculates FAD by starting with FFO as adjusted and subtracting (1) straight-line rent, (2) normalized recurring capital expenditures that are capitalized but necessary to maintain our properties, (3) operational tenant allowances, (4) capitalized leasing costs, (5) non-cash compensation charges, and (6) amortization of above- and below-market lease intangibles.
We believe that net income is the most directly comparable GAAP measurement to FAD. We believe FAD provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flow from operating activities determined in accordance with GAAP, as presented in our consolidated financial statements. The computation of FAD may not be comparable to FAD reported by other REITs or real estate companies and FAD does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, or as an alternative to net cash flow from operating activities (determined in accordance with GAAP), as a measure of our liquidity.
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre)
NAREIT defines Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), which is a non-GAAP measure, as net income (computed in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization; plus or minus losses and gains on the disposition of depreciated property, including losses/ gains on change in control; plus impairment write downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate; plus or minus adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. We compute EBITDAre in accordance with the standards established by NAREIT, which may not be comparable to EBITDAre reported by other REITs that do not define the term in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do.
EBITDAre does not include interest expense, income tax expense, gains or losses on sales of operating real estate or impairment writedowns of depreciable real estate, which are included in the determination of net income in accordance with GAAP. Accordingly, EBITDAre is not a comprehensive measure of our operating cash flows. EBITDAre does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. We believe that net income is the most directly comparable GAAP measurement to EBITDAre.
We believe that EBITDAre is helpful to management and investors as a measure of operating performance because it provides an additional performance measure to management and investors to facilitate the evaluation and comparison of the Company to other REITs and to other non-real estate commercial enterprises.
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