Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |
Entity Central Index Key | 0000077281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity File Number | 001-6300 | |
Entity Tax Identification Number | 23-6216339 | |
Entity Address, Address Line One | One Commerce Square | |
Entity Address, Address Line Two | 2005 Market Street, Suite 1000 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | 215 | |
Local Phone Number | 875-0700 | |
Entity Common Stock, Shares Outstanding | 5,340,735 | |
Entity Incorporation, State or Country Code | PA | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Fair Value Measured at Net Asset Value Per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Beneficial Interest, par value $1.00 per share | |
Trading Symbol | PRET | |
Series B Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B Preferred Shares, par value $0.01 per share | |
Trading Symbol | PRETL | |
Series C Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series C Preferred Shares, par value $0.01 per share | |
Trading Symbol | PRETM | |
Series D Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series D Preferred Shares, par value $0.01 per share | |
Trading Symbol | PRETN |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 33,972 | 40,459 |
Intangible assets (net of accumulated amortization of $23,303 and $23,029 at March 31, 2023 and December 31, 2022, respectively) | 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 Facilities | 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 (Note 8) | ||
EQUITY: | ||
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 |
Series B Preferred Stock | ||
EQUITY: | ||
Preferred Shares | 35 | 35 |
Series C Preferred Stock | ||
EQUITY: | ||
Preferred Shares | 69 | 69 |
Series D Preferred Stock | ||
EQUITY: | ||
Preferred Shares | $ 50 | $ 50 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible assets, accumulated amortization | $ 23,303,000 | $ 23,029,000 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 13,333,000 | 13,333,000 |
Common stock, shares issued (in shares) | 5,341,000 | 5,356,000 |
Common stock, shares outstanding (in shares) | 5,341,000 | 5,356,000 |
Series B Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 3,450,000 | 3,450,000 |
Preferred shares, outstanding (in shares) | 3,450,000 | 3,450,000 |
Liquidation preference | $ 103,741,000 | $ 102,151,000 |
Series C Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 6,900,000 | 6,900,000 |
Preferred shares, outstanding (in shares) | 6,900,000 | 6,900,000 |
Liquidation preference | $ 206,655,000 | $ 203,550,000 |
Series D Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 5,000,000 | 5,000,000 |
Preferred shares, outstanding (in shares) | 5,000,000 | 5,000,000 |
Liquidation preference | $ 148,634,000 | $ 146,485,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
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 | |
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 | (3) | (144) | |
Total operating expenses | (69,266) | (74,310) | |
Interest expense, net | (41,048) | (31,391) | |
Total expenses | (110,314) | (105,701) | |
Equity in loss of partnerships | (2,696) | (395) | |
Gain on sale of preferred equity interest | 0 | 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) | |
Basic loss per share: | $ (9.75) | $ (7.41) | |
Diluted loss per share: | $ (9.75) | $ (7.41) | |
Weighted average shares outstanding-basic (in shares) | 5,324 | 5,305 | |
Effect of common share equivalents (in shares) | [1] | 0 | 0 |
Weighted average shares outstanding-diluted (in shares) | 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. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Comprehensive loss: | ||
Net loss | $ (45,745) | $ (32,973) |
Unrealized (loss) gain on derivatives | (1,885) | 5,807 |
Amortization of settled swaps | (6) | 0 |
Total comprehensive loss | (47,636) | (27,166) |
Less: comprehensive loss attributable to noncontrolling interest | 683 | 431 |
Comprehensive loss attributable to PREIT | $ (46,953) | $ (26,735) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Shares of Beneficial Interest, $1.00 Par | Capital Contributed in Excess of Par | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income | Non- controlling interest | Series B Preferred Stock Preferred Shares $.01 par | Series C Preferred Stock Preferred Shares $.01 par | Series D Preferred Stock Preferred Shares $.01 par |
Beginning balance at Dec. 31, 2021 | $ 7,047 | $ 5,347 | $ 1,851,866 | $ (8,830) | $ (1,832,375) | $ (9,115) | $ 35 | $ 69 | $ 50 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (32,973) | (32,469) | (504) | ||||||
Other comprehensive (loss) income | 5,807 | 5,734 | 73 | ||||||
Shares issued under employee compensation plans, net of shares retired | 4,449 | 28 | 4,421 | ||||||
Amortization of deferred compensation | 814 | 814 | |||||||
Ending balance at Mar. 31, 2022 | (14,856) | 5,375 | 1,857,101 | (3,096) | (1,864,844) | (9,546) | 35 | 69 | 50 |
Beginning balance at Dec. 31, 2022 | (124,436) | 5,356 | 1,858,675 | 3,282 | (1,980,693) | (11,210) | 35 | 69 | 50 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (45,745) | (45,086) | (659) | ||||||
Other comprehensive (loss) income | (1,891) | (1,867) | (24) | ||||||
Shares issued under employee compensation plans, net of shares retired | (52) | (15) | (37) | ||||||
Amortization of deferred compensation | 213 | 213 | |||||||
Ending balance at Mar. 31, 2023 | $ (171,911) | $ 5,341 | $ 1,858,851 | $ 1,415 | $ (2,025,779) | $ (11,893) | $ 35 | $ 69 | $ 50 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 |
Series B Preferred Stock | |||
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 | 0.01 |
Series C Preferred Stock | |||
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 | 0.01 |
Series D Preferred Stock | |||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (45,745) | $ (32,973) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 24,900 | 27,436 |
Amortization | 4,448 | 2,098 |
Straight-line rent adjustments | (50) | 290 |
Deferred compensation | 213 | (165) |
Gain on sale of preferred equity interest | 0 | (3,688) |
Paid-in-kind interest | 20,491 | 12,547 |
Gain on hedge ineffectiveness | (8) | (8) |
Equity in loss of partnerships | 2,696 | 395 |
Cash distributions from partnerships | 485 | 1,570 |
Change in assets and liabilities: | ||
Net change in other assets | 11,605 | 7,161 |
Net change in other liabilities | (498) | (189) |
Net cash provided by operating activities | 18,537 | 14,474 |
Cash flows from investing activities: | ||
Cash proceeds from sales of real estate | 26,312 | 0 |
Investments in real estate improvements | (6,297) | (2,746) |
Additions to construction in progress | (1,131) | (1,385) |
Investments in partnerships | 0 | (415) |
Capitalized leasing costs | (265) | (29) |
Proceeds from sale of preferred equity interest | 0 | 2,438 |
Additions to leasehold improvements and corporate fixed assets | (14) | 0 |
Net cash provided by (used in) investing activities | 18,605 | (2,137) |
Cash flows from financing activities: | ||
Net repayments to term loans | (26,312) | (2,437) |
Repayments of finance lease liabilities | (174) | 0 |
Principal installments on mortgage loans | (9,557) | (6,048) |
Payment of deferred financing costs | (2,500) | (235) |
Repurchase of shares retired under equity incentive plans, net of shares issued | (52) | (593) |
Net cash used in financing activities | (38,595) | (9,313) |
Net change in cash, cash equivalents, and restricted cash | (1,453) | 3,024 |
Cash, cash equivalents, and restricted cash, beginning of period | 34,689 | 58,077 |
Cash, cash equivalents, and restricted cash, end of period | $ 33,236 | 61,101 |
Supplemental non-cash disclosures: | ||
Transfer of equity compensation from liability to equity | $ 6,020 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Nature of Operation s Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2022. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial statements are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. As of March 31, 2023, our portfolio consists of a total o f 23 properties operating in eight states, including 19 shopping malls, three other retail properties and one development property. The property in our portfolio that is classified as under development does not currently have any activity occurring. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of March 31, 2023 , we held a 98.7 % controlling interest in the Operating Partnership and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a fifteen -for-one basis (as a result of our recent reverse share split (described below)), in some cases beginning one year following the respective issue date of the OP Units and in other cases immediately. The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash. We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, an d PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest, and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. Current Economic and Industry Conditions Conditions in the economy have caused fluctuations and variations in business and consumer confidence, retail sales, and consumer spending on retail goods, destination dining and entertainment. In particular, current conditions in the economy have caused fluctuations in unemployment rates, and together with supply chain challenges, the current inflationary environment, overall economic uncertainty and the potential for recession, have impacted consumer confidence and spending. The economic factors have had corresponding effects on tenant business performance, prospects, solvency and leasing decisions. Further, traditional mall tenants, including department store anchors and smaller format retail tenants face significant challenges resulting from changing consumer expectations, the convenience of e-commerce shopping, the expansion of outlet centers, and declining mall traffic, among other factors. In recent years, there has been an increased level of tenant bankruptcies and store closings by tenants who have been significantly impacted by these factors. We anticipate that our future business, financial condition, liquidity and results of operations, will continue to be materially impacted by these conditions, and more recently by inflationary pressures and substantial increases in interest rates. Going Concern Considerations Under the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result of the considerations articulated below, we believe there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due over the next twelve months after the date that our financial statements were issued. Management specifically considered the two secured credit agreements (collectively, as amended, the “Credit Agreements”), further defined in Note 4, with a maturity date in December 2023 as an event or condition that raised substantial doubt about our ability to continue as a going concern. As of March 31, 2023, we had borrowed $ 305.7 million under the First Lien Term Loan Facility, $ 667.6 million under the Second Lien Term Loan Facility and $ 22.5 million under the First Lien Revolving Facility. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. The Credit Agreements include several events of default as described in Note 4. Upon the occurrence of an event of default (except with respect to bankruptcy), the lenders may declare all of the obligations in connection with the applicable Credit Agreement (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) immediately due and payable and may terminate the lenders’ commitments thereunder. When the borrowings under the Credit Agreements come due and payable due to a default or at maturity in December 2023, the Company would not be able to satisfy its obligations. Management plans to work with the lender groups under the credit facilities and also explore other options to satisfy this obligation, however, any such relief involves performance by third parties and cannot be considered probable of occurring. Therefore, due to the inherent risks, unknown results and significant uncertainties associated with this matter and the direct correlation to our ability to satisfy our financial obligations that may arise over the applicable twelve month period, we are unable to conclude that it is probable that we will be able to meet our obligations arising within twelve months of the date of issuance of these financial statements under the parameters set forth in this accounting guidance . Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2), fixed rate and variable rate debt (Level 2), and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). Impairment of Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. During the three months ended March 31, 2023, there were no new indicators of impairment at any of our properties. No impairment review or assessment of the undiscounted future cash flows was required. Our review of long-lived assets for impairment utilizes qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels. The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. Our intent is to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. We will obtain a third party appraisal of the property as deemed necessary. Assessment of our ability to recover certain lease-related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income. Assets Classified as Held for Sale The determination to classify an asset as held for sale requires significant estimates by us about the property and the expected market for the property, which are based on factors including recent sales of comparable properties, recent expressions of interest in the property, financial metrics of the property and the physical condition of the property. We must also determine if it will be possible under those market conditions to sell the property for an acceptable price within one year. When assets are identified by our management as held for sale, we discontinue depreciating the assets and estimate the sales price, net of selling costs, of such assets. We generally consider operating properties to be held for sale when they meet criteria such as whether the sale transaction has been approved by the appropriate level of management and there are no known material contingencies relating to the sale such that the sale is probable and is expected to qualify for recognition as a completed sale within one year. If the expected net sales price of the asset that has been identified as held for sale is less than the net book value of the asset, the asset is written down to fair value less the cost to sell. Assets and liabilities related to assets classified as held for sale are presented separately in the consolidated balance sheets. If we determine that a property no longer meets the held-for-sale criteria, we reclassify the property’s assets and liabilities to their original locations on the consolidated balance sheet and record depreciation and amortization expense for the period that the property was in held-for-sale status. As of March 31, 2023 , we determined that two of our hotel land parcels, one multifamily land parcel, and one retail property met the criteria to be classified as held for sale. As of December 31, 2022 , two of our hotel land parcels, one multifamily land parcel, and two retail properties met the criteria to be classified as held for sale. Reverse Share Split On June 16, 2022, the C ompany effected a one-for-fifteen reverse share split of its common shares. Upon the effectiveness of the reverse share split, every 15 issued and outstanding common shares were combined into one issued and outstanding common share, with no change in par value per share, and the authorized number of common shares was proportionally reduced. Shareholders entitled to fractional shares as a result of the reverse share split were entitled to receive a cash payment in lieu of receiving fractional shares. All common share and per share data in the consolidated financial statements and notes to the consolidated financial statements have been retrospectively revised to reflect the reverse share split. Common shares underlying outstanding options, time based and restricted share units, performance based share units and restricted shares were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. Additionally, the conversion rate of OP Units into common shares was automatically proportionally adjusted from one-for-one to fifteen-for-one. The reverse share split resulted in bringing the Company into compliance with the minimum bid price requirement for maintaining its listing on the New York Stock Exchange (the “NYSE”), and on July 1, 2022, the Company received notice from the NYSE that it had regained compliance with the minimum bid price requirement. The Company's common shares continued to trade under the symbol “PEI” and began trading on a split-adjusted basis on June 16, 2022. On December 15, 2022, the Company received written notice from the NYSE that the Company failed to maintain an average market global capitalization over a consecutive 30 trading-day period of at least $ 15 million which resulted in NYSE delisting its securities. The securities were transferred to "OTC Pink Market" and later to OTCQB, both operated by OTC Markets Group Inc. As of March 31, 2023, the Company's shares were traded on OTCQB under the symbols PRET (Common Shares), PRETL (Preferred Series B), PRETM (Preferred Series C), and PRETN (Preferred Series D). New Accounting Developments The Company considers all new accounting standards for their applicability to the consolidated financial statements. We determined that there were no new accounting standards, issued or effective during the quarter ended March 31, 2023 , that have had or are expected to have a material impact on our consolidated financial statements. Restatement of Previously Reported Financial Statements The consolidated statement of cash flows for the three months ended March 31, 2022 has been restated due to a misclassification. The value of beneficial shares issued as settlement of certain compensation liabilities was previously reported as cash provided by financing activities, with offsetting reductions to operating cash flows. The cash flow presentation has been restated to properly reflect this transaction as supplemental non-cash financing activity. This restatement only impacts the consolidated statement of cash flows for the three months ended March 31, 2022 and resulted in no change in cash, cash equivalents and restricted cash as of March 31, 2022. The following table provides a summary of the restatement on the Company's consolidated statement of cash flows for the three months ended March 31, 2022. For the three months ended March 31, 2022 (in thousands of dollars) As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Net change in other liabilities $ ( 6,209 ) $ 6,020 $ ( 189 ) Net cash provided by operating activities 8,454 6,020 14,474 Cash flows from financing activities: Repurchase of shares retired under equity incentive plans, net of shares issued 5,427 ( 6,020 ) ( 593 ) Net cash used in financing activities ( 3,293 ) ( 6,020 ) ( 9,313 ) Supplemental non-cash disclosures: Transfer of equity compensation from liability to equity $ — $ 6,020 $ 6,020 There was no impact to the consolidated balance sheet, statement of operations and statement of equity, and notes related to this matter as of and for the three months ended March 31, 2022. |
Real Estate Activities
Real Estate Activities | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate Activities | 2. REAL ESTATE ACTIVITIES Investments in real estate as of March 31, 2023 and December 31, 2022 were comprised of the following: March 31, December 31, (in thousands of dollars) 2023 2022 Buildings, improvements and construction in progress $ 2,539,604 $ 2,549,731 Land, including land held for development 389,930 389,930 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 Dispositions In Febru ary 2023, we sold a retail space at Plymouth Meeting Mall in Plymouth Meeting, Pennsylvania for $ 27.0 million. We used net proceeds of $ 26.3 million from the sale to pay down our First Lien Term Loan Facility. In February 2022, we completed the redemption of preferred equity issued as part of a previous sale of our New Garden land parcel. In connection with this settlement, we received approximately $ 2.5 million, which funds were used to pay down our First Lien Revolving Facility and First Lien Term Loan Facility. In connection with this transaction, we recorded a gain on sale of preferred equity of $ 3.7 million in the three months ended March 31, 2022. Assets Classified as Held for Sale As of March 31, 2023 and December 31, 2022, we had assets and liabilities that have been classified as held for sale and summarized in the following table: March 31, December 31, (in thousands of dollars) 2023 2022 Assets held for sale: Operating properties $ 32,204 $ 58,562 Tenant and other receivables, net of allowance 321 226 Other assets 2,511 2,979 Total assets held for sale $ 35,036 $ 61,767 Liabilities held for sale: Accrued expenses and other liabilities $ ( 1,975 ) $ ( 2,539 ) Total liabilities held for sale $ ( 1,975 ) $ ( 2,539 ) |
Investments in Partnerships
Investments in Partnerships | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Partnerships | 3. INVES TMENTS IN PARTNERSHIPS The following table presents summarized financial information of the equity method investments in our unconsolidated partnerships as of March 31, 2023 and December 31, 2022: _____________________ March 31, December 31, (in thousands of dollars) 2023 2022 ASSETS: Investments in real estate, at cost: Operating properties $ 741,998 $ 741,007 Construction in progress 5,378 5,346 Total investments in real estate 747,376 746,353 Accumulated depreciation ( 242,380 ) ( 237,791 ) Net investments in real estate 504,996 508,562 Cash and cash equivalents 39,603 28,186 Deferred costs and other assets, net 142,940 142,929 Total assets 687,539 679,677 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 397,998 400,141 FDP Term Loan, net 78,320 104,427 Partnership Loans 246,905 214,008 Other liabilities 165,562 155,873 Total liabilities 888,785 874,449 Net investment ( 201,246 ) ( 194,772 ) Partners’ share ( 105,788 ) ( 102,495 ) PREIT’s share ( 95,458 ) ( 92,277 ) Excess investment (1) 6,987 6,986 Net investments and advances $ ( 88,471 ) $ ( 85,291 ) 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 ) (1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in (loss) income of partnerships.” We record distributions from our equity investments using the nature of the distribution approach. The following table summarizes our share of equity in loss of partnerships for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands of dollars) 2023 2022 Real estate revenue $ 27,167 $ 29,889 Expenses: Property operating and other expenses ( 10,157 ) ( 11,874 ) Interest expense (1) ( 16,698 ) ( 11,754 ) Depreciation and amortization ( 5,691 ) ( 6,655 ) Total expenses ( 32,546 ) ( 30,283 ) Net loss ( 5,379 ) ( 394 ) Less: Partners’ share 2,683 ( 1 ) PREIT’s share ( 2,696 ) ( 395 ) Equity in loss of partnerships $ ( 2,696 ) $ ( 395 ) (1) Net of capitalized interest expense o f $ 24 and $ 0 for the three months ended March 31, 2023 and 2022, respectively . Fashion District Philadelphia FDP Loan Agreement PM Gallery LP, a Delaware limited partnership and joint venture entity owned indirectly by us and The Macerich Company (“Macerich”), previously entered into a $ 250.0 million term loan in January 2018 (as amended in July 2019 to increase the total maximum potential borrowings to $ 350.0 million) to fund the redevelopment of Fashion District Philadelphia and to repay capital contributions to the venture previously made by the partners. On December 10, 2020, PM Gallery LP, together with certain other subsidiaries owned indirectly by us and Macerich (including the fee and leasehold owners of the properties that are part of the Fashion District Philadelphia project), entered into an Amended and Restated Term Loan Agreement (the “FDP Loan Agreement”). In connection with the execution of the FDP Loan Agreement, a $ 100.0 million principal payment was made (and funded indirectly by Macerich, the “Partnership Loan”) to pay down the existing loan, reducing the outstanding principal under the FDP Loan Agreement from $ 301.0 million to $ 201.0 million. In addition, subsequent payments were made on the FDP Loan Agreement as indicated below. The joint venture must repay the Partnership Loan plus 15 % accrued interest to Macerich, in its capacity as the lender, prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner. The FDP Loan Agreement provides for (i) a maturity date of January 22, 2024 , (having been extended by one year upon satisfaction of the required conditions to extension), (ii) an interest rate at the borrowers’ option with respect to each advance of either (A) the Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, and (c) the LIBOR Market Index Rate plus 1.00 %) plus 2.50 % or (B) LIBOR for the applicable period plus 3.50 %, (iii) a full recourse guarantee of 50 % of the borrowers’ obligations by PREIT Associates, L.P., on a several basis, (iv) a full recourse guarantee of certain of the borrowers’ obligations by The Macerich Partnership, L.P., up to a maximum of $ 50.0 million, on a several basis, (v) a pledge of the equity interests of certain indirect subsidiaries of PREIT and Macerich, as well as of PREIT-RUBIN, Inc. and one of its subsidiaries, that have a direct or indirect ownership interest in the borrowers, (vi) a non-recourse carve-out guaranty and a hazardous materials indemnity by each of PREIT Associates, L.P. and The Macerich Partnership, L.P., and (vii) mortgages of the borrowers’ fee and leasehold interests in the properties that are part of the Fashion District Philadelphia project and certain other properties. In January 2023, the FDP Loan Agreement was amended to replace the interest rate benchmark from LIBOR to SOFR. The Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus one half ( 0.50 %) and (c) Adjusted Term SOFR for a one-month tenor plus one percent ( 1.00 %). The FDP Loan Agreement contains certain covenants typical for loans of its type. In January 2023, the joint venture paid down an additional $ 26.1 million of the FDP Loan Agreement balance to reach a debt yield ratio of 12 % and exercised its option to extend the FDP Loan Agreement maturity date to January 22, 2024 . If the joint venture fails to meet the debt yield covenant as of any quarter end measurement date and does not pay down the FDP Loan Agreement balance to achieve compliance, the balance could become due and payable at that time. The Company guarantees 50 % of the joint venture’s obligations under the FDP Loan Agreement. Management projects that the Company would be able to satisfy its obligations if the FDP term loan would become due and payable by its maturity date. The FDP Loan Agreement had a balance of $ 78.3 million as of March 31, 2023 (our share of which is $ 39.2 million). The joint venture has an outstanding balance on its Partnership Loans of $ 246.9 million (our share of which is $ 123.5 milli on) as of March 31, 2023 and the majority of the proceeds from the Partnership Loan were used to pay down the FDP Term Loan and the remainder was used to fund ongoing capital expenditures at the property. Joint Venture In connection with the execution of the FDP Loan Agreement, the governing structure of PM Gallery LP was modified such that, effective as of January 1, 2021, Macerich is responsible for the entity’s operations and, subject to limited exceptions, controls major decisions. The Company considered the changes to the governing structure of PM Gallery LP and determined the investment qualifies as a variable interest entity and will continue to be accounted for under the equity method of accounting. Our maximum exposure to losses is limited to the extent of our investment, which is a 50% ownership, and the guarantee under the FDP Loan Agreement as noted above. |
Financing Activity
Financing Activity | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Financing Activity | 4. FINANCING ACTIVITY Credit Agreements On December 10, 2020 we entered into the “Credit Agreements": (a) an Amended and Restated First Lien Credit Agreement (the “First Lien Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”) and the other financial institutions signatory thereto and their assignees, for secured loan facilities consisting of: (i) a secured first lien revolving credit facility allowing for borrowings up to $ 130.0 million, including a sub-facility for letters of credit to be issued thereunder in an aggregate stated amount of up to $ 10.0 million (collectively, the “First Lien Revolving Facility”), and (ii) a $ 384.5 million secured first lien term loan facility (the “First Lien Term Loan Facility”), and (b) a Second Lien Credit Agreement (the “Second Lien Credit Agreement”), as amended February 8, 2021 with Wells Fargo Bank and the other financial institutions signatory thereto and their assignees for a $ 535.2 million secured second lien term loan facility (the “Second Lien Term Loan Facility”). The Credit Agreements were to mature in December 2022 , and the maturity date was extended to December 2023 . The First Lien Term Loan Facility and the Second Lien Term Loan Facility are collectively referred to as the “Term Loans.” As of March 31, 2023, we had borrowed $ 305.7 million under the First Lien Term Loan Facility, $ 667.6 million under the Second Lien Term Loan Facility and $ 22.5 million under the First Lien Revolving Facility. The carrying value of the Term Loans on our consolidated balance sheet as of March 31, 2023 is net of $ 1.8 million of unamortized debt issuance costs. The maximum amount that was available to us under the First Lien Revolving Facility as of March 31, 2023 was $ 107.5 milli on. In February 2023, we used net proceeds from the sale of retail space at Plymouth Meeting Mall to pay down our First Lien Term Loan Facility by $ 26.3 million. In April 2023, we borrowed $ 5.0 million under the First Lien Revolving Facility. Wilmington Savings Fund Society, FSB is Administrative Agent under the First Lien Credit Agreement, the Second Lien Credit Agreement and, in each case, the related loan documents. There is currently no letter of credit issuer under the First Lien Revolving Facility, accordingly, the Company cannot currently access the letters of credit sub-facility. Interest expense and deferred financing fee amortization related to the Credit Agreements for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, (in thousands of dollars) 2023 2022 Revolving Facilities: Interest expense (1) $ 461 $ 541 Deferred financing amortization 57 299 Term Loans: Interest expense (2) $ 27,549 $ 20,448 Deferred financing amortization 424 1,784 (1) All of the expense applied to the First Lien Revolving Facility. (2) All of the expense applied to the Term Loans, of which $ 20.5 million and $ 12.5 million, for the three months ended March 31, 2023 and March 31, 2022 , respectively, was for the Second Lien Term Loan Facility and was not paid in cash, but capitalized to the principal balance of the loan. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. Our obligations under the Credit Agreements and the guaranties are secured by mortgages and deeds of trust on a portfolio o f 10 of our subsidiaries’ properties, including nine malls and one additional parcel. The obligations are further secured by a lien on substantially all of our personal property pursuant to collateral agreements and a pledge of substantially all of the equity interests held by us and the guarantors, pursuant to pledge agreements, in each case subject to limited exceptions. In December 2022, we exercised our option and satisfied the conditions to extend the maturity date of our Credit Agreements, such that it is now December 10, 2023 (the “Maturity Date”). The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. First Lien Credit Agreement Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 % and (c) the LIBOR Market Index Rate plus 1.0 %, provided that the Base Rate will not be less than 1.50 % per annum, in each case plus (w) for revolving loans, 2.50 % per annum, and (x) for term loans, 4.74 % per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50 % per annum, and (z) for term loans, 5.74 % per annum, in each case, provided that LIBOR will not be less than 0.50 % per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30-day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the First Lien Credit Agreement, including an unused fee for the account of the revolving lenders, which will accrue (i) 0.35 % per annum on the daily amount of the unused revolving commitments when that amount is greater than or equal to 50 % of the aggregate amount of revolving commitments, and (ii) 0.25 % when that amount is less than 50 % of the aggregate amount of revolving commitments. Accrued and unpaid unused fees will be payable quarterly in arrears during the term of the First Lien Credit Agreement and on the revolving termination date (or any earlier date of termination of the revolving commitments or reduction of the revolving commitments to zero). Letters of credit and the proceeds of revolving loans may be used (i) to refinance indebtedness under the Bridge Credit Agreement (which agreement was canceled and refinanced upon our entry into the Credit Agreements), (ii) for working capital and general corporate purposes (subject to certain exceptions set forth in the First Lien Credit Agreement, including limitations on investments in non-borrowing base properties), and (iii) to fund professional fee payments and other fees and expenses subject to the provisions of the Plan and related confirmation order and for other uses permitted by the provisions of the First Lien Credit Agreement, Plan and confirmation order, in each case consistent with an approved annual business plan. We may terminate or reduce the amount of the revolving commitments at any time and from time to time without penalty or premium, subject to the terms of the First Lien Credit Agreement. The First Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the Second Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.” Second Lien Credit Agreement Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 % and (c) the LIBOR Market Index Rate plus 1.0 %, provided that the Base Rate will not be less than 1.50 % per annum, in each case plus 7.00 % per annum. LIBOR Loans bear interest at LIBOR plus 8.00 % per annum, provided that LIBOR will not be less than 0.50 % per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our obligations under the First Lien Credit Agreement and any other senior debt obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement. The Second Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the First Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.” Similar Terms of the Credit Agreements Each of the Credit Agreements contains certain affirmative and negative covenants and other provisions, as described in detail below, which substantially align with those contained in the other Credit Agreements. Covenants Each of the Credit Agreements contains, among other restrictions, certain affirmative and negative covenants, including, without limitation, requirements that we: • maintain liquidity of at least $ 25.0 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements, up to $ 5.0 million held in a certain other deposit account excluded from the collateral, the unused revolving loan commitments under the First Lien Credit Agreement (to the extent available to be drawn), and amounts on deposit in a designated collateral proceeds account and amounts on deposit in a cash collateral account; • maintain a minimum senior debt yield of 11.35 % from and after June 30, 2021; • maintain a minimum corporate debt yield of (a) 6.50 % from June 30, 2021 through and including September 30, 2021 and (b) 7.25 % from and after October 1, 2021; • provide to the administrative agent, among other things, PREIT and its subsidiaries’ quarterly and annual financial statements, annual budget, reports on projected sources and uses of cash, and an updated annual business plan, as well as quarterly and annual operating statements, rent rolls, and certain other collections and tenant reports and information as the administrative agent may reasonably request with respect to each Borrowing Base Property; • maintain PREIT’s status as a REIT; • use commercially reasonable efforts to obtain subordination, non-disturbance and attornment agreements from each tenant under certain Major leases as well as ground lease estoppel certificates from each ground lessor of a borrowing base property; • comply with the requirements of the various security documents and, at the administrative agent’s request, promptly notify the administrative agent of any acquisition of any owned real property that is not subject to a mortgage and grant liens on such real property to secure our obligations under the applicable Credit Agreement; • not amend any existing sale agreements with respect to borrowing base properties to result in a reduction of cash consideration by 20% or more; and • not retain more than $ 6.5 million of cash in property-level accounts held by our subsidiaries that are owners of real property (subject to certain exceptions). Each of the Credit Agreements also limits our ability, subject to certain exceptions, to make certain restricted payments (including payments of dividends and voluntary prepayments of certain indebtedness which includes, with respect to the First Lien Credit Agreement, voluntary prepayments under the Second Lien Credit Agreement), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate or sell all or substantially all of our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into transactions with affiliates, or enter into derivatives contracts. We are also prohibited from selling certain properties unless certain conditions are satisfied with respect to the terms of the sale agreement for such property or, in the case of Borrowing Base Properties, payment of certain release prices. The First Lien Credit Agreement and, after our Senior Debt Obligations are discharged, the Second Lien Credit Agreement, each prohibit us from (i) entering into major leases, (ii) assigning leases, (iii) discounting any rent under leases where the leased premises is at least 7,500 square feet at a borrowing base property and the discounted amount is more than $ 750,000 and more than 25 % of the aggregate contractual base rent payable over the initial term (not including any extension options), (iv) collecting rent in advance, (v) terminating or modifying the terms of any major lease or releasing or discharging tenants from any obligations thereunder, (vi) consenting to a tenant’s assignment or subletting of a major lease, or (vii) subordinating any lease to any other deed of trust, mortgage, deed to secure debt or encumbrance, other than the mortgages already encumbering the applicable borrowing base property and the mortgages entered into in connection with the other Credit Agreement. Under the First Lien Credit Agreement, and under the Second Lien Credit Agreement after the First Lien Termination Date, any amounts equal to or greater than $ 2.5 million but less than $ 3.5 million received by or on behalf of a guarantor in consideration of any termination or modification of a lease (or the release or discharge of a tenant) are subject to restrictions on use, and such amounts that are equal to or greater than $ 3.5 million must be applied to reduce our outstanding obligations under the applicable Credit Agreement. As of March 31, 2023, we were in compliance with all financial covenants under the Credit Agreements. Consolidated Mortgage Loans The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 741.9 $ 735.4 $ 751.5 $ 733.7 (1) The carrying value of mortgage loans excludes unamortized debt issuance costs of $ 1.7 mi llion and $ 2.1 million as of March 31, 2023 and December 31, 2022 , respectively. The following table outlines the timing of principal payments and balloon payments pursuant to the terms of our consolidated mortgage loans of our consolidated properties as of March 31, 2023: (in thousands of dollars) Principal Balloon Total April 1 through December 31, 2023 (1) $ 6,438 $ 394,315 $ 400,753 2024 6,405 118,994 125,399 2025 4,406 211,346 215,752 2026 — — — 2027 and thereafter — — — Total principal payments $ 17,249 $ 724,655 741,904 Less: Unamortized debt issuance costs 1,737 Carrying value of mortgage notes payable $ 740,167 (1) Includes Cherry Hill Mall mortgage for which, subsequent to March 31, 2023, the maturity was extended through December 1, 2023. The consolidated mortgage loans contain various customary default provisions. As of March 31, 2023, we were not in default on any of the consolidated mortgage loans, except for the Dartmouth Mall mortgage (as described below). Mortgage Loan Activit y Dartmouth Mall Mortgage Forbearance Agreement On April 1, 2023, certain of our consolidated subsidiaries entered into a forbearance agreement as it relates to the mortgage loan secured by the property at Dartmouth Mall in North Dartmouth, Massachusetts. The loan matured on March 31, 2023 and is in default, however, pursuant to the forbearance agreement, the borrowers are required to make scheduled monthly debt service payments until June 1, 2023 at which time repayment of the loan in full is required. The forbearance agreement also imposes certain additional informational reporting requirements during the applicable forbearance period. We continue to pursue all our options relating to this debt. As of March 31, 2023 , the mortgage loan has an outstanding balance of $ 53.3 million. Cherry Hill Mall Mortgage Agreement On May 1, 2023, certain of our consolidated subsidiaries entered into an amendment and extension to our mortgage loan secured by the property at Cherry Hill Mall in Cherry Hill, New Jersey. This agreement extends the maturity date to December 1, 2023 with a $ 5.0 million principal paydown at time of execution, and requires the borrower to continue making scheduled monthly debt service payments. The agreement also includes an option to extend the maturity to May 1, 2024 with an additional $ 5.0 million principal payment. As of March 31, 2023 , the mortgage loan has an outstanding balance of $ 237.2 million. |
Cash Flow Information
Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | 5. CASH FLOW INFORMATION We consider all highly liquid short-term investments with a maturity of three months or less at purchase or acquisition to be cash equivalents. At March 31, 2023 and 2022 , cash and cash equivalents and restricted cash totaled $ 33.2 million and $ 61.1 million, respectively, and included tenant security deposits of $ 2.1 million and $ 1.7 million, respectively. Cash paid for interest was $ 16.4 million and $ 16.5 million for the three months ended March 31, 2023 and 2022, respectively, net of amounts capitalized of $ 0.1 million and $ 24 thousand, respectively. In our statements of cash flows, we report cash flows on our revolving facilities on a net basis. Aggregate repayments on our First Lien Revolving Facility and First Lien Term Loan Facility were zero and $ 26.3 million, respectively, for the three months ended March 31, 2023. Aggregate repayments on our First Lien Revolving Facility and First Lien Term Loan Facility were $ 0.7 million and $ 1.7 million, respectively, for the three months ended March 31, 2022. Accrued construction costs increased by $ 0.9 million and decreased by $ 3.8 million for the three months ended March 31, 2023 and 2022, respectively, representing non-cash changes in investment in real estate and construction in progress. The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows. March 31, December 31, March 31, December 31, (in thousands of dollars) 2023 2022 2022 2021 Cash and cash equivalents $ 20,240 $ 22,937 $ 45,554 $ 43,852 Restricted cash included in other assets 12,996 11,752 15,547 14,225 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 33,236 $ 34,689 $ 61,101 $ 58,077 Our restricted cash consists of cash held in escrow by banks for real estate taxes and tenant deposits. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 6. DERIVATIVES In the normal course of business, we are exposed to financial market risks, including interest rate risk on our interest bearing liabilities. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of financial instruments such as derivatives. We do not use financial instruments for trading or speculative purposes. Cash Flow Hedges of Interest Rate Risk For derivatives that have been designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in “Accumulated other comprehensive (loss) income” and subsequently reclassified into “Interest expense, net” in the same periods during which the hedged transaction affects earnings. As of March 31, 2023, we had nine total derivatives with a notional amount of $ 400.0 million, which were designated as cash flow hedges. We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. Our derivative assets are recorded in “Deferred costs and other assets” and our derivative liabilities are recorded in “Fair value of derivative instruments.” Over the next twelve months, we estimate that $ 2.0 million will be reclassified as a decrease to interest expense in connection with our designated derivatives. The recognition of these amounts could be accelerated in the event that we repay amounts outstanding on the debt instruments and do not replace them with new borrowings. Interest Rate Swaps As of March 31, 2023, we had interest rate swap agreements designated in qualifying hedging relationships outstanding with a weighted average base interest rate of 2.92 % on a notional amount of $ 400.0 million, maturing in either May 2023 or May 2024. We originally entered into these interest rate swap agreements in order to hedge the interest payments associated with our issuances of variable interest rate long term debt. The interest rate swap agreements are net settled monthly. The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of March 31, 2023 and December 31, 2022 based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks. Maturity Date Aggregate Notional Aggregate Fair Value at Aggregate Fair Value at Weighted Derivatives in Cash Flow Hedging Relationships Interest Rate Swaps 2023 $ 300.0 $ 1.0 $ 2.4 2.70 % 2024 100.0 1.0 1.5 3.59 % Total $ 400.0 $ 2.0 $ 3.9 2.92 % (1) As of March 31, 2023 and December 31, 2022 , derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3). The tables below present the effect of derivative financial instruments on accumulated other comprehensive income (loss) and on our consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, Amount of Gain or Amount of Gain or (Loss) Reclassified (in millions of dollars) 2023 2022 2023 2022 Derivatives in Cash Flow Hedging Relationships Interest rate products $ ( 1.9 ) $ 3.9 $ 1.6 $ 1.9 Three Months Ended March 31, (in millions of dollars) 2023 2022 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 41.0 ) $ ( 31.4 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ 1.6 $ 1.9 Credit-Risk-Related Contingent Features We have agreements with some of our derivative counterparties that contain a provision pursuant to which, if our entity that originated such derivative instruments defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared to be in default on our derivative obligations. As of March 31, 2023, we were not in default on any of our derivative obligations. We have an agreement with a derivative counterparty that incorporates the loan covenant provisions of our loan agreement with a lender affiliated with the derivative counterparty. Failure to comply with the loan covenant provisions would result in our being in default on any derivative instrument obligations covered by the agreement. As of March 31, 2023 , the Company did no t have any derivatives in a net liability position. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 7. LEASES As Lessee We have entered into ground leases for portions of the land at Springfield Town Center and Plymouth Meeting Mall. We have also entered into an office lease for our headquarters location, as well as vehicle, solar panel and equipment leases as a lessee. The initial terms of these agreements generally range from three to 40 years , with certain agreements containing extension options for up to an additional 60 years . Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancellable period of the lease and any renewal option period we are reasonably certain of exercising. Certain agreements require that we pay a portion of reimbursable expenses such as CAM, utilities, insurance and real estate taxes. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. Our leases do not provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the present value of remaining lease payments. In determining our incremental borrowing rate, we considered the lease term, market interest rates and estimates regarding our implied credit rating using market data with adjustments to determine an appropriate incremental borrowing rate. The following table presents additional information pertaining to the Company’s leases: Three Months Ended March 31, 2023 2022 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 205 $ — $ — $ 205 $ 202 $ — $ — $ 202 Interest on lease liabilities 42 — — 42 78 — — 78 Operating lease costs — 586 45 631 — 585 68 653 Variable lease costs — 47 206 253 — 46 206 252 Total lease costs $ 247 $ 633 $ 251 $ 1,131 $ 280 $ 631 $ 274 $ 1,185 Other information related to leases as of and for the three months ended March 31, 2023 and 2022 are as follows: (in thousands of dollars) 2023 2022 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 54 $ 63 Operating cash flows used for operating leases $ 640 $ 653 Financing cash flows used for finance leases $ 196 $ 185 Weighted average remaining lease term-finance leases (months) 60 72 Weighted average remaining lease term-operating leases (months) 214 292 Weighted average discount rate-finance leases 4.36 % 4.34 % Weighted average discount rate-operating leases 6.46 % 6.44 % Future payments against lease liabilities as of March 31, 2023 are as follows: (in thousands of dollars) Finance leases Operating leases Total April 1 to December 31, 2023 $ 738 $ 1,937 $ 2,675 2024 950 2,471 3,421 2025 929 2,428 3,357 2026 926 2,429 3,355 2027 859 2,450 3,309 Thereafter 288 46,208 46,496 Total undiscounted lease payments 4,690 57,923 62,613 Less imputed interest ( 489 ) ( 29,322 ) ( 29,811 ) Total lease liabilities $ 4,201 $ 28,601 $ 32,802 Lease liabilities are included with accrued expenses and other liabilities in the consolidated balance sheets. As Lessor As of March 31, 2023, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancellable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. Except for utility reimbursements, the fixed and variable lease payments are included with lease revenue in the consolidated statements of operations. Utility reimbursements are included within expense reimbursements as a separate line item in the consolidated statement of operations as their pattern of transfer is not aligned with the other payments. (in thousands of dollars) April 1 to December 31, 2023 $ 183,398 2024 218,494 2025 180,224 2026 145,850 2027 117,112 Thereafter 297,358 $ 1,142,436 The disaggregation of fixed lease revenue and variable lease revenue for the three months ended March 31, 2023 and 2022 is as follows: Three Months Ended March 31, (in thousands of dollars) 2023 2022 Fixed lease revenue $ 51,025 $ 51,330 Variable lease revenue 10,490 12,953 Total lease revenue $ 61,515 $ 64,283 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Contractual Obligations As of March 31, 2023 , we had contractual and other commitments related to our capital improvement projects and development projects of $ 3.9 million, including $ 0.4 million of commitments related to the redevelopment of Fashion District Philadelphia, in the form of tenant allowances and contracts with general service providers and other professional service providers. For purposes of this disclosure, the contractual obligations and other commitments related to Fashion District Philadelphia are included at 100 % of the obligation and not at our 50 % ownership share. Preferred Dividend Arrearages We have aggregate authorized preferred shares of 25.0 million, where each series of authorized preferred shares is equal to the number of preferred shares outstanding of that series. Dividends on the Series B, Series C and Series D preferred shares are cumulative and therefore will continue to accrue at an annual rate of $ 0.46 per share, $ 0.45 per share and $ 0.43 per share, respectively. As of March 31, 2023 , the cumulative amount of unpaid dividends on our issued and outstanding preferred shares totaled $ 75.3 million. This consisted of unpaid dividends per share on the Series B, Series C and Series D preferred shares of $ 5.07 per share, $ 4.95 per share and $ 4.73 per share, respectively. On August 2, 2022, our preferred shareholders elected two independent trustees to our Board of Trustees in accordance with the provisions of the designating amendments of the Company's Amended and Restated Trust Agreement. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operation s Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2022. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial statements are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. As of March 31, 2023, our portfolio consists of a total o f 23 properties operating in eight states, including 19 shopping malls, three other retail properties and one development property. The property in our portfolio that is classified as under development does not currently have any activity occurring. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of March 31, 2023 , we held a 98.7 % controlling interest in the Operating Partnership and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a fifteen -for-one basis (as a result of our recent reverse share split (described below)), in some cases beginning one year following the respective issue date of the OP Units and in other cases immediately. The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash. We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, an d PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest, and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. |
Current Economic and Industry Conditions | Current Economic and Industry Conditions Conditions in the economy have caused fluctuations and variations in business and consumer confidence, retail sales, and consumer spending on retail goods, destination dining and entertainment. In particular, current conditions in the economy have caused fluctuations in unemployment rates, and together with supply chain challenges, the current inflationary environment, overall economic uncertainty and the potential for recession, have impacted consumer confidence and spending. The economic factors have had corresponding effects on tenant business performance, prospects, solvency and leasing decisions. Further, traditional mall tenants, including department store anchors and smaller format retail tenants face significant challenges resulting from changing consumer expectations, the convenience of e-commerce shopping, the expansion of outlet centers, and declining mall traffic, among other factors. In recent years, there has been an increased level of tenant bankruptcies and store closings by tenants who have been significantly impacted by these factors. We anticipate that our future business, financial condition, liquidity and results of operations, will continue to be materially impacted by these conditions, and more recently by inflationary pressures and substantial increases in interest rates. |
Going Concern Considerations | Going Concern Considerations Under the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result of the considerations articulated below, we believe there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due over the next twelve months after the date that our financial statements were issued. Management specifically considered the two secured credit agreements (collectively, as amended, the “Credit Agreements”), further defined in Note 4, with a maturity date in December 2023 as an event or condition that raised substantial doubt about our ability to continue as a going concern. As of March 31, 2023, we had borrowed $ 305.7 million under the First Lien Term Loan Facility, $ 667.6 million under the Second Lien Term Loan Facility and $ 22.5 million under the First Lien Revolving Facility. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. The Credit Agreements include several events of default as described in Note 4. Upon the occurrence of an event of default (except with respect to bankruptcy), the lenders may declare all of the obligations in connection with the applicable Credit Agreement (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) immediately due and payable and may terminate the lenders’ commitments thereunder. When the borrowings under the Credit Agreements come due and payable due to a default or at maturity in December 2023, the Company would not be able to satisfy its obligations. Management plans to work with the lender groups under the credit facilities and also explore other options to satisfy this obligation, however, any such relief involves performance by third parties and cannot be considered probable of occurring. Therefore, due to the inherent risks, unknown results and significant uncertainties associated with this matter and the direct correlation to our ability to satisfy our financial obligations that may arise over the applicable twelve month period, we are unable to conclude that it is probable that we will be able to meet our obligations arising within twelve months of the date of issuance of these financial statements under the parameters set forth in this accounting guidance . |
Fair Value | Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2), fixed rate and variable rate debt (Level 2), and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). |
Impairment of Assets | Impairment of Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. During the three months ended March 31, 2023, there were no new indicators of impairment at any of our properties. No impairment review or assessment of the undiscounted future cash flows was required. Our review of long-lived assets for impairment utilizes qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels. The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. Our intent is to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. We will obtain a third party appraisal of the property as deemed necessary. Assessment of our ability to recover certain lease-related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income. |
Assets Classified as Held for Sale | Assets Classified as Held for Sale The determination to classify an asset as held for sale requires significant estimates by us about the property and the expected market for the property, which are based on factors including recent sales of comparable properties, recent expressions of interest in the property, financial metrics of the property and the physical condition of the property. We must also determine if it will be possible under those market conditions to sell the property for an acceptable price within one year. When assets are identified by our management as held for sale, we discontinue depreciating the assets and estimate the sales price, net of selling costs, of such assets. We generally consider operating properties to be held for sale when they meet criteria such as whether the sale transaction has been approved by the appropriate level of management and there are no known material contingencies relating to the sale such that the sale is probable and is expected to qualify for recognition as a completed sale within one year. If the expected net sales price of the asset that has been identified as held for sale is less than the net book value of the asset, the asset is written down to fair value less the cost to sell. Assets and liabilities related to assets classified as held for sale are presented separately in the consolidated balance sheets. If we determine that a property no longer meets the held-for-sale criteria, we reclassify the property’s assets and liabilities to their original locations on the consolidated balance sheet and record depreciation and amortization expense for the period that the property was in held-for-sale status. As of March 31, 2023 , we determined that two of our hotel land parcels, one multifamily land parcel, and one retail property met the criteria to be classified as held for sale. As of December 31, 2022 , two of our hotel land parcels, one multifamily land parcel, and two retail properties met the criteria to be classified as held for sale. |
Reverse Share Split | Reverse Share Split On June 16, 2022, the C ompany effected a one-for-fifteen reverse share split of its common shares. Upon the effectiveness of the reverse share split, every 15 issued and outstanding common shares were combined into one issued and outstanding common share, with no change in par value per share, and the authorized number of common shares was proportionally reduced. Shareholders entitled to fractional shares as a result of the reverse share split were entitled to receive a cash payment in lieu of receiving fractional shares. All common share and per share data in the consolidated financial statements and notes to the consolidated financial statements have been retrospectively revised to reflect the reverse share split. Common shares underlying outstanding options, time based and restricted share units, performance based share units and restricted shares were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. Additionally, the conversion rate of OP Units into common shares was automatically proportionally adjusted from one-for-one to fifteen-for-one. The reverse share split resulted in bringing the Company into compliance with the minimum bid price requirement for maintaining its listing on the New York Stock Exchange (the “NYSE”), and on July 1, 2022, the Company received notice from the NYSE that it had regained compliance with the minimum bid price requirement. The Company's common shares continued to trade under the symbol “PEI” and began trading on a split-adjusted basis on June 16, 2022. On December 15, 2022, the Company received written notice from the NYSE that the Company failed to maintain an average market global capitalization over a consecutive 30 trading-day period of at least $ 15 million which resulted in NYSE delisting its securities. The securities were transferred to "OTC Pink Market" and later to OTCQB, both operated by OTC Markets Group Inc. As of March 31, 2023, the Company's shares were traded on OTCQB under the symbols PRET (Common Shares), PRETL (Preferred Series B), PRETM (Preferred Series C), and PRETN (Preferred Series D). |
New Accounting Developments | New Accounting Developments The Company considers all new accounting standards for their applicability to the consolidated financial statements. We determined that there were no new accounting standards, issued or effective during the quarter ended March 31, 2023 , that have had or are expected to have a material impact on our consolidated financial statements. |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements The consolidated statement of cash flows for the three months ended March 31, 2022 has been restated due to a misclassification. The value of beneficial shares issued as settlement of certain compensation liabilities was previously reported as cash provided by financing activities, with offsetting reductions to operating cash flows. The cash flow presentation has been restated to properly reflect this transaction as supplemental non-cash financing activity. This restatement only impacts the consolidated statement of cash flows for the three months ended March 31, 2022 and resulted in no change in cash, cash equivalents and restricted cash as of March 31, 2022. The following table provides a summary of the restatement on the Company's consolidated statement of cash flows for the three months ended March 31, 2022. For the three months ended March 31, 2022 (in thousands of dollars) As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Net change in other liabilities $ ( 6,209 ) $ 6,020 $ ( 189 ) Net cash provided by operating activities 8,454 6,020 14,474 Cash flows from financing activities: Repurchase of shares retired under equity incentive plans, net of shares issued 5,427 ( 6,020 ) ( 593 ) Net cash used in financing activities ( 3,293 ) ( 6,020 ) ( 9,313 ) Supplemental non-cash disclosures: Transfer of equity compensation from liability to equity $ — $ 6,020 $ 6,020 There was no impact to the consolidated balance sheet, statement of operations and statement of equity, and notes related to this matter as of and for the three months ended March 31, 2022. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Summary of Restatement of Consolidated Statement of Cash Flows | The consolidated statement of cash flows for the three months ended March 31, 2022 has been restated due to a misclassification. The value of beneficial shares issued as settlement of certain compensation liabilities was previously reported as cash provided by financing activities, with offsetting reductions to operating cash flows. The cash flow presentation has been restated to properly reflect this transaction as supplemental non-cash financing activity. This restatement only impacts the consolidated statement of cash flows for the three months ended March 31, 2022 and resulted in no change in cash, cash equivalents and restricted cash as of March 31, 2022. The following table provides a summary of the restatement on the Company's consolidated statement of cash flows for the three months ended March 31, 2022. For the three months ended March 31, 2022 (in thousands of dollars) As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Net change in other liabilities $ ( 6,209 ) $ 6,020 $ ( 189 ) Net cash provided by operating activities 8,454 6,020 14,474 Cash flows from financing activities: Repurchase of shares retired under equity incentive plans, net of shares issued 5,427 ( 6,020 ) ( 593 ) Net cash used in financing activities ( 3,293 ) ( 6,020 ) ( 9,313 ) Supplemental non-cash disclosures: Transfer of equity compensation from liability to equity $ — $ 6,020 $ 6,020 |
Real Estate Activities (Tables)
Real Estate Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in real estate as of March 31, 2023 and December 31, 2022 were comprised of the following: March 31, December 31, (in thousands of dollars) 2023 2022 Buildings, improvements and construction in progress $ 2,539,604 $ 2,549,731 Land, including land held for development 389,930 389,930 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 |
Summary of Assets and Liabilities Held for Sale | As of March 31, 2023 and December 31, 2022, we had assets and liabilities that have been classified as held for sale and summarized in the following table: March 31, December 31, (in thousands of dollars) 2023 2022 Assets held for sale: Operating properties $ 32,204 $ 58,562 Tenant and other receivables, net of allowance 321 226 Other assets 2,511 2,979 Total assets held for sale $ 35,036 $ 61,767 Liabilities held for sale: Accrued expenses and other liabilities $ ( 1,975 ) $ ( 2,539 ) Total liabilities held for sale $ ( 1,975 ) $ ( 2,539 ) |
Investments in Partnerships (Ta
Investments in Partnerships (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | The following table presents summarized financial information of the equity method investments in our unconsolidated partnerships as of March 31, 2023 and December 31, 2022: _____________________ March 31, December 31, (in thousands of dollars) 2023 2022 ASSETS: Investments in real estate, at cost: Operating properties $ 741,998 $ 741,007 Construction in progress 5,378 5,346 Total investments in real estate 747,376 746,353 Accumulated depreciation ( 242,380 ) ( 237,791 ) Net investments in real estate 504,996 508,562 Cash and cash equivalents 39,603 28,186 Deferred costs and other assets, net 142,940 142,929 Total assets 687,539 679,677 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 397,998 400,141 FDP Term Loan, net 78,320 104,427 Partnership Loans 246,905 214,008 Other liabilities 165,562 155,873 Total liabilities 888,785 874,449 Net investment ( 201,246 ) ( 194,772 ) Partners’ share ( 105,788 ) ( 102,495 ) PREIT’s share ( 95,458 ) ( 92,277 ) Excess investment (1) 6,987 6,986 Net investments and advances $ ( 88,471 ) $ ( 85,291 ) 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 ) (1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in (loss) income of partnerships.” |
Summary of Share of Equity in Loss of Partnerships | The following table summarizes our share of equity in loss of partnerships for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (in thousands of dollars) 2023 2022 Real estate revenue $ 27,167 $ 29,889 Expenses: Property operating and other expenses ( 10,157 ) ( 11,874 ) Interest expense (1) ( 16,698 ) ( 11,754 ) Depreciation and amortization ( 5,691 ) ( 6,655 ) Total expenses ( 32,546 ) ( 30,283 ) Net loss ( 5,379 ) ( 394 ) Less: Partners’ share 2,683 ( 1 ) PREIT’s share ( 2,696 ) ( 395 ) Equity in loss of partnerships $ ( 2,696 ) $ ( 395 ) (1) Net of capitalized interest expense o f $ 24 and $ 0 for the three months ended March 31, 2023 and 2022, respectively . |
Financing Activity (Tables)
Financing Activity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule Of Credit Facility Interest Expense and Deferred Financing Fee Amortization | Interest expense and deferred financing fee amortization related to the Credit Agreements for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, (in thousands of dollars) 2023 2022 Revolving Facilities: Interest expense (1) $ 461 $ 541 Deferred financing amortization 57 299 Term Loans: Interest expense (2) $ 27,549 $ 20,448 Deferred financing amortization 424 1,784 (1) All of the expense applied to the First Lien Revolving Facility. (2) All of the expense applied to the Term Loans, of which $ 20.5 million and $ 12.5 million, for the three months ended March 31, 2023 and March 31, 2022 , respectively, was for the Second Lien Term Loan Facility and was not paid in cash, but capitalized to the principal balance of the loan. |
Carrying and Fair Values of Mortgage Loans | The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 741.9 $ 735.4 $ 751.5 $ 733.7 (1) The carrying value of mortgage loans excludes unamortized debt issuance costs of $ 1.7 mi llion and $ 2.1 million as of March 31, 2023 and December 31, 2022 , respectively. |
Timing of Principal Payments and Terms of Mortgage Loans | The following table outlines the timing of principal payments and balloon payments pursuant to the terms of our consolidated mortgage loans of our consolidated properties as of March 31, 2023: (in thousands of dollars) Principal Balloon Total April 1 through December 31, 2023 (1) $ 6,438 $ 394,315 $ 400,753 2024 6,405 118,994 125,399 2025 4,406 211,346 215,752 2026 — — — 2027 and thereafter — — — Total principal payments $ 17,249 $ 724,655 741,904 Less: Unamortized debt issuance costs 1,737 Carrying value of mortgage notes payable $ 740,167 (1) Includes Cherry Hill Mall mortgage for which, subsequent to March 31, 2023, the maturity was extended through December 1, 2023. |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash, Cash Equivalents, and Restricted Cash Reported within Statement of Cash Flows | The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows. March 31, December 31, March 31, December 31, (in thousands of dollars) 2023 2022 2022 2021 Cash and cash equivalents $ 20,240 $ 22,937 $ 45,554 $ 43,852 Restricted cash included in other assets 12,996 11,752 15,547 14,225 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 33,236 $ 34,689 $ 61,101 $ 58,077 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of March 31, 2023 and December 31, 2022 based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks. Maturity Date Aggregate Notional Aggregate Fair Value at Aggregate Fair Value at Weighted Derivatives in Cash Flow Hedging Relationships Interest Rate Swaps 2023 $ 300.0 $ 1.0 $ 2.4 2.70 % 2024 100.0 1.0 1.5 3.59 % Total $ 400.0 $ 2.0 $ 3.9 2.92 % As of March 31, 2023 and December 31, 2022 , derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3). |
Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations | The tables below present the effect of derivative financial instruments on accumulated other comprehensive income (loss) and on our consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, Amount of Gain or Amount of Gain or (Loss) Reclassified (in millions of dollars) 2023 2022 2023 2022 Derivatives in Cash Flow Hedging Relationships Interest rate products $ ( 1.9 ) $ 3.9 $ 1.6 $ 1.9 Three Months Ended March 31, (in millions of dollars) 2023 2022 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 41.0 ) $ ( 31.4 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ 1.6 $ 1.9 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The following table presents additional information pertaining to the Company’s leases: Three Months Ended March 31, 2023 2022 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 205 $ — $ — $ 205 $ 202 $ — $ — $ 202 Interest on lease liabilities 42 — — 42 78 — — 78 Operating lease costs — 586 45 631 — 585 68 653 Variable lease costs — 47 206 253 — 46 206 252 Total lease costs $ 247 $ 633 $ 251 $ 1,131 $ 280 $ 631 $ 274 $ 1,185 |
Supplemental Cash Flows and Terms | Other information related to leases as of and for the three months ended March 31, 2023 and 2022 are as follows: (in thousands of dollars) 2023 2022 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 54 $ 63 Operating cash flows used for operating leases $ 640 $ 653 Financing cash flows used for finance leases $ 196 $ 185 Weighted average remaining lease term-finance leases (months) 60 72 Weighted average remaining lease term-operating leases (months) 214 292 Weighted average discount rate-finance leases 4.36 % 4.34 % Weighted average discount rate-operating leases 6.46 % 6.44 % |
Future Payments Against Lease Liabilities | Future payments against lease liabilities as of March 31, 2023 are as follows: (in thousands of dollars) Finance leases Operating leases Total April 1 to December 31, 2023 $ 738 $ 1,937 $ 2,675 2024 950 2,471 3,421 2025 929 2,428 3,357 2026 926 2,429 3,355 2027 859 2,450 3,309 Thereafter 288 46,208 46,496 Total undiscounted lease payments 4,690 57,923 62,613 Less imputed interest ( 489 ) ( 29,322 ) ( 29,811 ) Total lease liabilities $ 4,201 $ 28,601 $ 32,802 |
Lessor, Operating Lease, Payments to be Received, Maturity | As of March 31, 2023, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancellable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. Except for utility reimbursements, the fixed and variable lease payments are included with lease revenue in the consolidated statements of operations. Utility reimbursements are included within expense reimbursements as a separate line item in the consolidated statement of operations as their pattern of transfer is not aligned with the other payments. (in thousands of dollars) April 1 to December 31, 2023 $ 183,398 2024 218,494 2025 180,224 2026 145,850 2027 117,112 Thereafter 297,358 $ 1,142,436 |
Disaggregation of Fixed Lease Revenue and Variable Lease Revenue | The disaggregation of fixed lease revenue and variable lease revenue for the three months ended March 31, 2023 and 2022 is as follows: Three Months Ended March 31, (in thousands of dollars) 2023 2022 Fixed lease revenue $ 51,025 $ 51,330 Variable lease revenue 10,490 12,953 Total lease revenue $ 61,515 $ 64,283 |
Basis of Presentation - Nature
Basis of Presentation - Nature of Operations (Details) | 3 Months Ended | ||
Jun. 16, 2022 | Mar. 31, 2023 Property State Segment Subsidiary | Dec. 31, 2022 Property | |
Real Estate Properties [Line Items] | |||
Number of real estate properties | 23 | ||
Number of states in which entity operates | State | 8 | ||
Common stock, conversion ratio | 15 | 15 | |
Period of conversion | 1 year | ||
Number of subsidiaries | Subsidiary | 2 | ||
Number of reportable segments | Segment | 1 | ||
PREIT Associates, L.P. - Operating Partnership | |||
Real Estate Properties [Line Items] | |||
Interest in the Operating Partnership | 98.70% | ||
Mall | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 19 | ||
Other Retail Properties | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 3 | ||
Development Properties | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 1 | ||
Hotel Land Parcels | |||
Real Estate Properties [Line Items] | |||
Number of properties held for sale | 2 | 2 | |
Multifamily Land Parcel | |||
Real Estate Properties [Line Items] | |||
Number of properties held for sale | 1 | 1 | |
Retail Properties | |||
Real Estate Properties [Line Items] | |||
Number of properties held for sale | 1 | 2 |
Basis of Presentation - Going C
Basis of Presentation - Going Concern Considerations (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Outstanding line of credit | $ 22,481 | $ 22,481 | |
Credit Agreements | First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 305,700 | ||
Repayment of Loan | $ 26,300 | ||
Credit Agreements | Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 667,600 | ||
Credit Agreements | First Lien Revolving Facility | |||
Debt Instrument [Line Items] | |||
Outstanding line of credit | $ 22,500 |
Basis of Presentation - Reverse
Basis of Presentation - Reverse Share Split (Details) $ in Millions | 3 Months Ended | ||
Dec. 15, 2022 USD ($) | Jun. 16, 2022 | Mar. 31, 2023 | |
Real Estate Properties [Line Items] | |||
Common stock, conversion ratio | 15 | 15 | |
Stockholders' Equity, Reverse Stock Split | On June 16, 2022, the Company effected a one-for-fifteen reverse share split of its common shares. Upon the effectiveness of the reverse share split, every 15 issued and outstanding common shares were combined into one issued and outstanding common share, with no change in par value per share, and the authorized number of common shares was proportionally reduced. Shareholders entitled to fractional shares as a result of the reverse share split were entitled to receive a cash payment in lieu of receiving fractional shares. All common share and per share data in the consolidated financial statements and notes to the consolidated financial statements have been retrospectively revised to reflect the reverse share split. Common shares underlying outstanding options, time based and restricted share units, performance based share units and restricted shares were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased. Additionally, the conversion rate of OP Units into common shares was automatically proportionally adjusted from one-for-one to fifteen-for-one. The reverse share split resulted in bringing the Company into compliance with the minimum bid price requirement for maintaining its listing on the New York Stock Exchange (the “NYSE”), and on July 1, 2022, the Company received notice from the NYSE that it had regained compliance with the minimum bid price requirement. The Company's common shares continued to trade under the symbol “PEI” and began trading on a split-adjusted basis on June 16, 2022. | ||
Trading period | 30 days | ||
Average market global capitalization amount | $ 15 |
Basis of Presentation - Summary
Basis of Presentation - Summary of Restatement of Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Net change in other liabilities | $ (498) | $ (189) |
Net cash provided by operating activities | 18,537 | 14,474 |
Cash flows from financing activities: | ||
Repurchase of shares retired under equity incentive plans, net of shares issued | (52) | (593) |
Net cash used in financing activities | $ (38,595) | (9,313) |
Supplemental non-cash disclosures: | ||
Transfer of equity compensation from liability to equity | 6,020 | |
As Previously Reported | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Net change in other liabilities | (6,209) | |
Net cash provided by operating activities | 8,454 | |
Cash flows from financing activities: | ||
Repurchase of shares retired under equity incentive plans, net of shares issued | 5,427 | |
Net cash used in financing activities | (3,293) | |
Restatement Adjustment | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Net change in other liabilities | 6,020 | |
Net cash provided by operating activities | 6,020 | |
Cash flows from financing activities: | ||
Repurchase of shares retired under equity incentive plans, net of shares issued | (6,020) | |
Net cash used in financing activities | (6,020) | |
Supplemental non-cash disclosures: | ||
Transfer of equity compensation from liability to equity | $ 6,020 |
Real Estate Activities - Invest
Real Estate Activities - Investments in Real Estate (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
Buildings, improvements and construction in progress | $ 2,539,604 | $ 2,549,731 |
Land, including land held for development | 389,930 | 389,930 |
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 |
Real Estate Activities - Dispos
Real Estate Activities - Disposition (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from redemption of preferred equity | $ 2,500 | |||
Cash proceeds from sales of real estate | $ 26,312 | $ 0 | ||
Gain on sale of preferred equity interest | $ 0 | $ 3,688 | ||
Plymouth Meeting Mall | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal group, consideration | $ 27,000 | |||
Cash proceeds from sales of real estate | $ 26,300 |
Real Estate Activities - Summar
Real Estate Activities - Summary of Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | $ 35,036 | $ 61,767 |
Liabilities on assets held for sale | 1,975 | 2,539 |
Assets Classified as Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 35,036 | 61,767 |
Liabilities on assets held for sale | (1,975) | (2,539) |
Assets Classified as Held for Sale | Operating Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 32,204 | 58,562 |
Assets Classified as Held for Sale | Tenant and Other Receivables, Net of Allowance | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 321 | 226 |
Assets Classified as Held for Sale | Other Assets | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 2,511 | 2,979 |
Assets Classified as Held for Sale | Accrued Expenses and Other Liabilities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Liabilities on assets held for sale | $ (1,975) | $ (2,539) |
Investments in Partnerships - S
Investments in Partnerships - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Investments in real estate, at cost: | ||
Operating properties | $ 741,998 | $ 741,007 |
Construction in progress | 5,378 | 5,346 |
Total investments in real estate | 747,376 | 746,353 |
Accumulated depreciation | (242,380) | (237,791) |
Net investments in real estate | 504,996 | 508,562 |
Cash and cash equivalents | 39,603 | 28,186 |
Deferred costs and other assets, net | 142,940 | 142,929 |
Total assets | 687,539 | 679,677 |
LIABILITIES AND PARTNERS’ INVESTMENT: | ||
Mortgage loans payable, net | 397,998 | 400,141 |
FDP Term Loan, net | 78,320 | 104,427 |
Partnership Loans | 246,905 | 214,008 |
Other liabilities | 165,562 | 155,873 |
Total liabilities | 888,785 | 874,449 |
Net investment | (201,246) | (194,772) |
Partners’ share | (105,788) | (102,495) |
PREIT’s share | (95,458) | (92,277) |
Excess investment | 6,987 | 6,986 |
Net investments and advances | (88,471) | (85,291) |
Investment in partnerships, at equity | 7,621 | 7,845 |
Distributions in excess of partnership investments | $ (96,092) | $ (93,136) |
Investments in Partnerships -_2
Investments in Partnerships - Summary of Share of Equity in Loss of Partnerships (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Real estate revenue | $ 27,167 | $ 29,889 |
Expenses: | ||
Property operating and other expenses | (10,157) | (11,874) |
Interest expense | (16,698) | (11,754) |
Depreciation and amortization | (5,691) | (6,655) |
Total expenses | (32,546) | (30,283) |
Net loss | (5,379) | (394) |
Less: Partners’ share | 2,683 | (1) |
PREIT’s share | (2,696) | (395) |
Equity in loss of partnerships | $ (2,696) | $ (395) |
Investments in Partnerships -_3
Investments in Partnerships - Summary of Share of Equity in Loss of Partnerships (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Capitalized interest expense | $ 24 | $ 0 |
Investments in Partnerships - F
Investments in Partnerships - FDP Loan Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 10, 2020 | Jan. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2019 | Jan. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | ||||||
Outstanding balance on partnership loans | $ 246,905,000 | $ 214,008,000 | ||||
FDP Loan Agreement | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Long-term debt | $ 350,000,000 | $ 250,000,000 | ||||
Principal payment | $ 26,100 | |||||
Outstanding principal | 78,300,000 | |||||
Outstanding balance on partnership loans | $ 246,900,000 | |||||
Debt instrument, maturity date | Jan. 22, 2024 | |||||
Debt instrument extension term | 1 year | |||||
Debt, variable interest rate | 2.50% | |||||
Percentage of full recourse guarantee | 50% | |||||
Full recourse guarantee amount | $ 50,000,000 | |||||
Debt yield covenant ratio | 12% | |||||
Joint ventures obligations | 50% | |||||
FDP Loan Agreement | Pennsylvania Real Estate Investment Trust | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Outstanding principal | 39,200,000 | |||||
Outstanding balance on partnership loans | $ 123,500,000 | |||||
FDP Loan Agreement | Federal Funds Rate | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 0.50% | |||||
FDP Loan Agreement | LIBOR Market Index Rate | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 1% | |||||
FDP Loan Agreement | LIBOR | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 3.50% | |||||
FDP Loan Agreement | Federal Fund Rate Plus One Half | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 0.50% | |||||
FDP Loan Agreement | Adjusted Term SOFR for One Month Tenor Plus One Percent | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 1% | |||||
FDP Loan Agreement | Partnership Loan | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Principal payment | $ 100,000,000 | |||||
Outstanding principal | $ 301,000,000 | $ 201,000,000 | ||||
Accrued interest percentage | 15% | |||||
Cash distributions description | 50/50 cash distributions to the Company and its joint venture partner. |
Financing Activity - Credit Agr
Financing Activity - Credit Agreements (Details) | 1 Months Ended | 3 Months Ended | ||||||
Oct. 01, 2021 | Jun. 30, 2021 | Dec. 10, 2020 USD ($) | Feb. 28, 2023 USD ($) | Mar. 31, 2023 USD ($) ft² Property | Sep. 30, 2021 | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Outstanding line of credit | $ 22,481,000 | $ 22,481,000 | ||||||
Amounts equal to greater than termination or modification of lease | 2,500,000 | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Amounts received on behalf of guarantor in consideration of termination or modification of lease. | $ 3,500,000 | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Leased premises | ft² | 7,500 | |||||||
Debt instrument discounted amount | $ 750,000 | |||||||
Percentage of aggregate contractual base rent | 25% | |||||||
Outstanding obligations | $ 3,500,000 | |||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, line of credit arrangements | $ 1,800,000 | |||||||
First Lien Credit Agreement Base Rate Loans | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
First Lien Credit Agreement Base Rate Loans | LIBOR Market Index Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1% | |||||||
First Lien Credit Agreement Base Rate Loans | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1.50% | |||||||
Second Lien Credit Agreement Base Rate Loan | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
Second Lien Credit Agreement Base Rate Loan | LIBOR Market Index Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1% | |||||||
Second Lien Credit Agreement Base Rate Loan | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 1.50% | |||||||
Debt instrument interest rate | 7% | |||||||
Second Lien Credit Agreement LIBOR Loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
Second Lien Credit Agreement LIBOR Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 8% | |||||||
Credit Agreements | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity period | 2022-12 | 2023-12 | ||||||
Number of properties | Property | 10 | |||||||
Number of malls | Property | 9 | |||||||
Number of additional parcels | Property | 1 | |||||||
Percentage of minimum corporate debt yield | 7.25% | 6.50% | ||||||
Debt Instrument, restrictive covenants | In December 2022, we exercised our option and satisfied the conditions to extend the maturity date of our Credit Agreements, such that it is now December 10, 2023 (the “Maturity Date”). The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. | |||||||
Minimum liquidity comprised of unrestricted cash held in certain deposit accounts subject to control agreements | $ 25,000,000 | |||||||
Maximum certain other deposit account not subject to control agreement | 5,000,000 | |||||||
Percentage of minimum senior debt yield | 11.35% | |||||||
Maximum cash not retain in property level accounts held by subsidiaries | $ 6,500,000 | |||||||
Debt instrument, maturity date | Dec. 10, 2023 | |||||||
Credit Agreements | First Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | $ 305,700,000 | |||||||
Repayment of Loan | $ 26,300,000 | |||||||
Credit Agreements | First Lien Term Loan | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | $ 5,000,000 | |||||||
Credit Agreements | Second Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | 667,600,000 | |||||||
Credit Agreements | First Lien Revolving Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding line of credit | 22,500,000 | |||||||
Remaining borrowing capacity | $ 107,500,000 | |||||||
Secured First Lien Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | $ 130,000,000 | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | 10,000,000 | |||||||
First Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | 384,500,000 | |||||||
Second Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing | $ 535,200,000 | |||||||
Revolving Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 2.50% | |||||||
Revolving Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 3.50% | |||||||
First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Days of interest period | 30 days | |||||||
Percentage of amount greater than equal to 50% of aggregate amount of revolving commitments | 0.35% | |||||||
Percentage of daily amount of unused revolving commitments | 50% | |||||||
Percentage of amount less than 50% of aggregate amount of revolving commitments | 0.25% | |||||||
Debt instrument, variable rate description | Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus (w) for revolving loans, 2.50% per annum, and (x) for term loans, 4.74% per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50% per annum, and (z) for term loans, 5.74% per annum, in each case, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30-day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent | |||||||
First Lien Credit Agreement | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 0.50% | |||||||
First Lien Credit Agreement | Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 4.74% | |||||||
First Lien Credit Agreement | Term Loans | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, variable interest rate | 5.74% | |||||||
Second Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Days of interest period | 30 days | |||||||
Debt instrument, variable rate description | Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus 7.00% per annum. LIBOR Loans bear interest at LIBOR plus 8.00% per annum, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our obligations under the First Lien Credit Agreement and any other senior debt obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement. |
Financing Activity - Interest E
Financing Activity - Interest Expense and Deferred Financing Amortization (Details) - Credit Agreements and Restructured Credit Agreements - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
2018 Revolving Facility | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 461 | $ 541 |
Deferred financing amortization | 57 | 299 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Interest expense | 27,549 | 20,448 |
Deferred financing amortization | $ 424 | $ 1,784 |
Financing Activity - Interest_2
Financing Activity - Interest Expense and Deferred Financing Amortization (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Second lien Term Loans | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 20.5 | $ 12.5 |
Financing Activity - Carrying a
Financing Activity - Carrying and Fair Values of Mortgage Loans (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | $ 740,167 | $ 749,396 |
Carrying Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | 741,900 | 751,500 |
Fair Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, fair value | $ 735,400 | $ 733,700 |
Financing Activity - Carrying_2
Financing Activity - Carrying and Fair Values of Mortgage Loans (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Debt issuance costs, line of credit arrangements | $ 1.7 | $ 2.1 |
Financing Activity - Timing of
Financing Activity - Timing of Principal Payments and Terms of Mortgage Loans (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Total | ||
Carrying value of mortgage notes payable | $ 740,167 | $ 749,396 |
Mortgage Loan | ||
Total | ||
Less: Unamortized debt issuance costs | 1,700 | $ 2,100 |
Mortgage Loan | Consolidated Properties | ||
Principal Amortization | ||
April 1 through December 31, 2023 | 6,438 | |
2024 | 6,405 | |
2025 | 4,406 | |
2027 and thereafter | 0 | |
Total principal payments | 17,249 | |
Balloon Payments | ||
April 1 through December 31, 2023 | 394,315 | |
2024 | 118,994 | |
2025 | 211,346 | |
2027 and thereafter | 0 | |
Total principal payments | 724,655 | |
Total | ||
April 1 through December 31, 2023 | 400,753 | |
2024 | 125,399 | |
2025 | 215,752 | |
2027 and thereafter | 0 | |
Total principal payments | 741,904 | |
Less: Unamortized debt issuance costs | 1,737 | |
Carrying value of mortgage notes payable | $ 740,167 |
Financing Activity - Mortgage L
Financing Activity - Mortgage Loan Activity (Details) - USD ($) | 3 Months Ended | ||
May 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Mortgage loans, carrying value | $ 740,167,000 | $ 749,396,000 | |
Cherry Hill Mall | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | May 01, 2024 | ||
Debt instrument extended maturity period description | This agreement extends the maturity date to December 1, 2023 with a $5.0 million principal paydown at time of execution, and requires the borrower to continue making scheduled monthly debt service payments. The agreement also includes an option to extend the maturity to May 1, 2024 with an additional $5.0 million principal payment. | ||
Principal payment | $ 5,000 | ||
Cherry Hill Mall | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 01, 2023 | ||
Cherry Hill Mall | Mortgage Loan | Commercial Real Estate | |||
Debt Instrument [Line Items] | |||
Mortgage loans, carrying value | $ 237,200,000 | ||
Cherry Hill Mall | Mortgage Loan | Commercial Real Estate | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Required principal paydown | $ 5,000,000 | ||
Dartmouth Mall | Mortgage Loan | Commercial Real Estate | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Mar. 31, 2023 | ||
Mortgage loans, carrying value | $ 53,300,000 |
Cash Flow Information - Additio
Cash Flow Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Significant Noncash Transactions [Line Items] | ||||
Cash and cash equivalents and restricted cash | $ 33,236 | $ 61,101 | $ 34,689 | $ 58,077 |
Tenant security deposits | 2,100 | 1,700 | ||
Cash paid for interest | 16,400 | 16,500 | ||
Net of capitalized interest | 100 | 24 | ||
Aggregate repayments on term loan | 26,312 | 2,437 | ||
Increase (decrease) in accrued construction costs | 900 | (3,800) | ||
First Lien Term Loan | ||||
Other Significant Noncash Transactions [Line Items] | ||||
Aggregate repayments on term loan | 26,300 | 1,700 | ||
First Lien Revolving Facility | ||||
Other Significant Noncash Transactions [Line Items] | ||||
Aggregate repayments on term loan | $ 0 | $ 700 |
Cash Flow Information - Summary
Cash Flow Information - Summary of Cash, Cash Equivalents, and Restricted Cash Reported within Statement of Cash Flows (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 20,240 | $ 22,937 | $ 45,554 | $ 43,852 |
Restricted cash included in other assets | 12,996 | 11,752 | 15,547 | 14,225 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 33,236 | $ 34,689 | $ 61,101 | $ 58,077 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) Derivativeinstrument | Mar. 31, 2022 USD ($) | |
Derivative Instruments [Line Items] | ||
Derivative, notional amount | $ 400,000,000 | |
Estimate decrease to interest expense | $ 2,000,000 | |
Weighted average interest rate | 2.92% | |
Amount of gain or (loss) reclassified from accumulated other comprehensive income into interest expense | $ (1,600,000) | $ (1,900,000) |
Interest rate derivative liabilities, at fair value | 0 | |
Interest Rate Swap | ||
Derivative Instruments [Line Items] | ||
Derivative, notional amount | $ 400,000,000 | |
Credit Agreements | ||
Derivative Instruments [Line Items] | ||
Debt instrument, maturity date | Dec. 10, 2023 | |
Credit Agreements | Term Loans | ||
Derivative Instruments [Line Items] | ||
Number of voluntarily de-designated interest rate swaps from cash flow hedges | Derivativeinstrument | 9 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Aggregate Notional Value | $ 400 | ||
Aggregate Fair Value | [1] | $ 2 | $ 3.9 |
Weighted Average Interest Rate | 2.92% | ||
Interest Rate Swaps 2023 Maturity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Aggregate Notional Value | $ 300 | ||
Aggregate Fair Value | [1] | $ 1 | 2.4 |
Weighted Average Interest Rate | 2.70% | ||
Interest Rate Swaps 2024 Maturity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Aggregate Notional Value | $ 100 | ||
Aggregate Fair Value | [1] | $ 1 | $ 1.5 |
Weighted Average Interest Rate | 3.59% | ||
[1] As of March 31, 2023 and December 31, 2022 , derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3). |
Derivatives - Effect of Our Der
Derivatives - Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments | $ (1,900) | $ 3,900 |
Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Interest Expense | $ 1,600 | $ 1,900 |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net |
Interest Expense | $ (41,048) | $ (31,391) |
Leases - As Lessee (Details)
Leases - As Lessee (Details) | 3 Months Ended |
Mar. 31, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Lessee, operating lease, renewal term | 60 years |
Lessee, Operating Lease, Existence of Option to Extend | true |
Lessor, Operating Lease, Existence of Option to Extend | false |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Lessee, operating lease, term of contract | 3 years |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Lessee, operating lease, term of contract | 40 years |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | $ 205 | $ 202 |
Interest on lease liabilities | 42 | 78 |
Operating lease costs | 631 | 653 |
Variable lease costs | 253 | 252 |
Total lease costs | 1,131 | 1,185 |
Solar Panel Leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 205 | 202 |
Interest on lease liabilities | 42 | 78 |
Operating lease costs | 0 | 0 |
Variable lease costs | 0 | 0 |
Total lease costs | 247 | 280 |
Ground Leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 0 | 0 |
Interest on lease liabilities | 0 | 0 |
Operating lease costs | 586 | 585 |
Variable lease costs | 47 | 46 |
Total lease costs | 633 | 631 |
Office, equipment, and vehicle leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 0 | 0 |
Interest on lease liabilities | 0 | 0 |
Operating lease costs | 45 | 68 |
Variable lease costs | 206 | 206 |
Total lease costs | $ 251 | $ 274 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows and Terms (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows used for finance leases | $ 54 | $ 63 |
Operating cash flows used for operating leases | 640 | 653 |
Financing cash flows used for finance leases | $ 196 | $ 185 |
Weighted average remaining lease term-finance leases (months) | 60 months | 72 months |
Weighted average remaining lease term-operating leases (months) | 214 months | 292 months |
Weighted average discount rate-finance leases | 4.36% | 4.34% |
Weighted average discount rate-operating leases | 6.46% | 6.44% |
Leases - Future Payments Agains
Leases - Future Payments Against Lease Liabilities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finance leases | |
April 1 to December 31, 2023 | $ 738 |
2024 | 950 |
2025 | 929 |
2026 | 926 |
2027 | 859 |
Thereafter | 288 |
Total undiscounted lease payments | 4,690 |
Less imputed interest | (489) |
Total lease liabilities | $ 4,201 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities and Other Liabilities |
Operating leases | |
April 1 to December 31, 2023 | $ 1,937 |
2024 | 2,471 |
2025 | 2,428 |
2026 | 2,429 |
2027 | 2,450 |
Thereafter | 46,208 |
Total undiscounted lease payments | 57,923 |
Less imputed interest | (29,322) |
Total lease liabilities | $ 28,601 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities and Other Liabilities |
Total | |
April 1 to December 31, 2023 | $ 2,675 |
2024 | 3,421 |
2025 | 3,357 |
2026 | 3,355 |
2027 | 3,309 |
Thereafter | 46,496 |
Total undiscounted lease payments | 62,613 |
Less imputed interest | (29,811) |
Total lease liabilities | $ 32,802 |
Leases - Lessor Payments to be
Leases - Lessor Payments to be Received, Maturity (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
April 1 to December 31, 2023 | $ 183,398 |
2024 | 218,494 |
2025 | 180,224 |
2026 | 145,850 |
2027 | 117,112 |
Thereafter | 297,358 |
Total payments to be received | $ 1,142,436 |
Leases - Disaggregation of Fixe
Leases - Disaggregation of Fixed Lease Revenue and Variable Lease Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Lease, Lease Income [Abstract] | ||
Fixed lease revenue | $ 51,025 | $ 51,330 |
Variable lease revenue | 10,490 | 12,953 |
Total lease revenue | $ 61,515 | $ 64,283 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fashion District Philadelphia | |
Other Commitments [Line Items] | |
Contractual obligation and other commitments | $ 0.4 |
Percentage of contractual obligation | 100% |
Ownership percentage | 50% |
Construction in Progress | |
Other Commitments [Line Items] | |
Contractual obligation and other commitments | $ 3.9 |
Commitments and Contingencies_2
Commitments and Contingencies - Preferred Dividend Arrearages (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Other Commitments [Line Items] | |
Preferred shares, authorized (in shares) | shares | 25 |
Cumulative amount of unpaid dividends on preferred stock | $ | $ 75.3 |
Series B Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | $ 0.46 |
Unpaid dividends per share on preferred stock | 5.07 |
Series C Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 0.45 |
Unpaid dividends per share on preferred stock | 4.95 |
Series D Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 0.43 |
Unpaid dividends per share on preferred stock | $ 4.73 |