Exhibit 99.1
Supplemental Financial and Operating Information
March 31, 2020
www.preit.com
NYSE: PEI
NYSE: PEIPRB, PEIPRC, PEIPRD
Pennsylvania Real Estate Investment Trust
Supplemental Financial and Operating Information
March 31, 2020
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Table of Contents | |
Introduction | |
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Company Information | 1 |
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Earnings Release | 2 |
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Changes in Funds from Operations for the Three Months March 31, 2020 | 6 |
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Market Capitalization and Capital Resources | 7 |
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Operating Results | |
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Statements of Operations – Three Months Ended March 31, 2020 and 2019 | 8 |
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Computation of Earnings Per Share | 9 |
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Reconciliation of Net Operating Income and EBITDAre – Three Months Ended March 31, 2020 and 2019 | 10 |
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Reconciliation of Net Income (GAAP Measure) to Net Operating Income from Consolidated Properties (Non-GAAP Measure) - Three Months Ended March 31, 2020 and 2019 | 11 |
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Reconciliation of Equity in Income of Partnerships to Net Operating Income from Equity Method Investments, at Ownership Share (Non-GAAP Measure) - Three Months Ended March 31, 2020 and 2019 | 12 |
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Reconciliation of Funds From Operations and Funds Available for Distribution – Three Months Ended March 31, 2020 and 2019 | 13 |
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Condensed Consolidated Balance Sheet | 15 |
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Assets and Liabilities - Equity Method Investments, at Ownership Share | 16 |
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Operating Statistics | |
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Leasing Activity Summary – Three Months Ended March 31, 2020 | 17 |
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Summarized Sales and Rent Per Square Foot and Occupancy Percentages | 18 |
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Mall Occupancy Percentage and Sales Per Square Foot | 19 |
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Top Twenty Tenants | 20 |
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Lease Expirations | 21 |
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Property Information | 22 |
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Balance Sheet | |
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Investment in Real Estate - Consolidated Properties | 24 |
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Investment in Real Estate - Equity Method Investments at Ownership Share | 25 |
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Anchor Replacement Summary | 26 |
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Property Redevelopment Table | 27 |
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Capital Expenditures – Three Months Ended March 31, 2020 | 28 |
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Debt Analysis | 29 |
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Debt Schedule | 31 |
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Selected Debt Ratios | 32 |
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Forward Looking Statements | 33 |
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Definitions | 34 |
Pennsylvania Real Estate Investment Trust
Company Information
Background
PREIT (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages quality properties in compelling markets. PREIT’s robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in the densely-populated eastern U.S. with concentrations in the mid-Atlantic’s top MSAs. PREIT is focused on enhancing the quality of its portfolio through redevelopment, anchor repositioning, diversifying its tenant mix and densifying properties by adding a mix of uses. Since 2012, the Company has driven a transformation guided by an emphasis on portfolio quality and balance sheet strength driven by disciplined capital expenditures. The portfolio consists of 26 retail properties, 25 of which are operating properties and one is a development property. The 25 operating retail properties have a total of 20.3 million square feet and include 21 shopping malls and four other retail properties.
If you would like to learn more about PREIT or participate in our quarterly earnings conference call, please visit preit.com or contact:
Heather Crowell
EVP, Strategy and Communications
One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, PA 19103
Telephone: (215) 875-0735
Fax: (215) 546-2504
Email: Heather.Crowell@preit.com
Research Coverage | | | | |
| | |
Company | | Analyst | | Phone Number |
Citi Investment Research | | Michael Bilerman Christy McElroy | | (212) 816-1383 (212) 816-6981 |
Goldman Sachs & Co. LLC | | Caitlin Burrows | | (212) 902-4736 |
JP Morgan | | Michael W. Mueller | | (212) 622-6689 |
Stifel Nicolaus | | Simon Yarmak | | (443) 224-1346 |
SunTrust Robinson Humphrey | | Ki Bin Kim | | (212) 303-4124 |
Press release announcements are available on the Company's website at www.preit.com.
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CONTACT: AT THE COMPANY
Mario Ventresca
EVP & CFO
(215) 875-0703
Heather Crowell
EVP, Strategy and Communications
(215) 454-1241
heather.crowell@preit.com
PREIT Reports First Quarter 2020 Results and Business Update
Core Mall NOI-Weighted Sales per square foot Reached $551 through February
Average Renewal Spreads for Wholly-Owned Properties were 4.5%
Total Leased Space Stable at 94.0%
Progressing with Mall Re-openings
Philadelphia, May 21, 2020 - PREIT (NYSE: PEI) today reported results for the three months ended March 31, 2020. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located in the tables accompanying this release.
| | Three Months Ended March 31, | | |
(per share amounts) | | 2020 | | | 2019 | | |
Net loss - basic and diluted | | $ | (0.26 | ) | | $ | (0.30 | ) | |
FFO | | $ | 0.14 | | | $ | 0.17 | | |
FFO, as adjusted | | $ | 0.14 | | | $ | 0.26 | | |
FFO from assets sold in 2019 | | $ | - | | | $ | (0.01 | ) | |
FFO, as adjusted for assets sold | | $ | 0.14 | | | $ | 0.25 | | |
“As we slowly emerge from an unprecedented environment, we are focused on ensuring the safety and well-being of our associates and communities while enhancing near-term liquidity with a laser-focus on improving our balance sheet to position PREIT for long-term success,” said Joseph F. Coradino, Chairman and CEO of PREIT. “The PREIT team has been resilient and courageous as we navigate this challenging environment. We have pivoted quickly, making difficult decisions and focusing our efforts on supporting our communities of tenants, shoppers, retail employees and our staff.”
Coradino added, “PREIT was among the first companies in our sector to embark on a proactive effort to improve our portfolio through asset sales and anchor repositioning and redevelopment, completing the program ahead of industry peers and in advance of the COVID-19 pandemic. We believe our properties are well-positioned with mass-market offerings appealing to a value-focused shopper. These properties, with prime locations in their respective markets, are dominant retail hubs and we believe they will ultimately gain market share as they re-open.”
| • | Same Store NOI, excluding lease termination revenue, decreased 9.6% for the three months ended March 31, 2020 compared to March 31, 2019. |
| • | The quarter was impacted by a decrease in revenue of $5.6 million primarily resulting from bankruptcies and related store closings, an increase in credit losses for challenged tenants prior to the COVID-19 pandemic as well as decreased percentage sales revenue resulting from mall closures related to the COVID-19 pandemic. This was partially offset by incremental revenues from anchor replacements and other leasing activity of $0.7 million in the quarter. |
| • | Same Store NOI, excluding lease termination revenue, decreased 5% through February, in line with prior expectations. |
| • | NOI-weighted sales at our Core Malls increased to $551 per square foot. Core Mall sales per square foot reached $542, a 4.8% increase over the prior year. Average comparable sales per square foot at our top six properties rose 4.8% over the prior year to $651 with two properties generating sales over $700 per square foot. Sales data is for the trailing twelve |
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| | months ended February 29, 2020, the last full month of operations, for comparability purposes in light of the widespread COVID-19 related mall closures in March 2020. |
| • | Core Mall total occupancy was 92.9%, a decrease of 180 basis points compared to March 31, 2019. Core Mall non-anchor occupancy declined by only 120 basis points from last year despite the impact from bankruptcies and chain liquidations that resulted in 71 store closures for an aggregate 274,000 square feet during the year ended December 31, 2019. |
| • | Non-anchor Leased space, at 92.0%, exceeds occupied space by 170 basis points when factoring in executed new leases slated for future occupancy, excluding Fashion District Philadelphia. |
| • | Average renewal spreads for the quarter in our wholly-owned portfolio reflected a 5.2% increase for spaces less than 10,000 square feet and 4.5% overall. Average renewal spreads for the entire portfolio were negative 1.6% for the quarter when joint venture properties are included. |
| • | As part of the Company’s plan to improve liquidity during the COVID-19 crisis, we have initiated certain corporate actions including, but not limited to: staff furloughs, reducing the common dividend from $0.21 per share to $0.02 per share, a reduction in forecast capital expenditures of approximately $25.0 million, a reduction in forecast corporate G&A of $3.1 million, reduced property operating expenses during the closure period, achieved deferral on approximately $11.6 million in real estate tax payments and received forbearance on several mortgage payments. |
| • | The Company continues to make progress on liquidity-generating capital transactions including its multifamily and hotel land sales, its outparcel sales and the multi-property sale-leaseback transaction. Timing of closing on many of these transactions is now expected to be later than previously forecast with details noted later in this release. |
| • | As part of PREIT’s plan, during the quarter, the Company executed amendments to its Senior Credit Facilities. The Company continues its discussions with lenders to put in place a longer-term financing solution before September 30, 2020. |
Leasing and Redevelopment
| • | Excluding Fashion District Philadelphia, 267,000 square feet of leases are signed for 2020 openings, which is expected to contribute annual gross rent of $11.3 million. |
| • | During the first quarter, the following anchor replacement tenants opened: Dick’s Sporting Goods at Valley Mall, Burlington at Dartmouth Mall, Michael’s at Plymouth Meeting and Moorestown Malls. |
Mall Re-openings and Community Support Initiatives
| • | Currently, the Company has re-opened three enclosed malls and plans to re-open a fourth on Friday, May 22, 2020. |
| • | Details on the re-opening schedule and the new safety and social distancing protocols the Company is employing at its managed properties can be found here. |
| • | Across its portfolio, the Company has hosted blood drives and food donation drives, provided meals to area essential workers, and donated much needed protective supplies. Read more about our efforts here. |
| • | PREIT has continued to support the businesses that were able to remain open during the pandemic through several avenues including social media support highlighting dining establishments and other contactless pickup options at our properties as well as ecommerce platforms for certain retailers. |
| • | Shop Local webpages were developed by PREIT, aggregating ecommerce sites for all the small businesses throughout our portfolio. The offerings highlighted not only to the local audience, but to customers of the entire PREIT portfolio, leveraging the Company’s marketing power for local business partners. |
| • | Through PREIT’s SBA resources page and contact with tenants, the Company has continued to provide resources for smaller business to access the liquidity needed to make it through this challenging time. |
| • | PREIT’s mall websites now include job portals to collect information to pass along to our retail partners. |
Primary Factors Affecting Financial Results for the Three Months Ended March 31, 2020 and 2019:
| • | Net loss attributable to PREIT common shareholders was $13.5 million, or $0.26 per basic and diluted share for the three months ended March 31, 2020, compared to net loss attributable to PREIT common shareholders of $16.2 million, or $0.30 per basic and diluted share for the three months ended March 31, 2019. |
| • | Same Store NOI decreased by $5.3 million, or 10.1%. The decrease is primarily due to lost revenues from bankrupt tenants, an increase in credit losses and a decrease in percentage of sales revenue due to COVID-19 related mall closures, partially offset by new store openings, including contributions from replacement anchors. Lease termination revenue was $0.3 million less than the prior year’s quarter. |
| • | Non Same Store NOI decreased by $2.4 million, primarily due to the conveyance of Wyoming Valley Mall to the lender of the mortgage loan secured by that property in 2019 and; anchor closings as well as associated co-tenancy rents, decrease in other non-recurring revenue compared to the first quarter of 2019 and the sale of the Whole Foods parcel at Exton Square in 2019. |
| • | FFO for the three months ended March 31, 2020 was $0.14 per share and OP Unit compared to $0.17 per diluted share and OP Unit for the three months ended March 31, 2019. Adjustments to FFO in the first quarter of 2020 were less than $0.01 per share of provision for employee separation expenses. Adjustments to FFO in the 2019 quarter included $0.06 per share of loss on debt extinguishment, $0.01 per share of provision for employee separation expenses and $0.02 per share of impairment of development land parcels. |
| • | General and administrative expenses decreased by $0.5 million compared to the first quarter of 2019 due to lower payroll and incentive compensation expenses. |
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All NOI and FFO amounts referenced as primary factors affecting financial results above include our share of unconsolidated properties’ revenues and expenses. Additional information regarding changes in operating results for the three months ended March 31, 2020 and 2019 is included on page 16.
Asset Dispositions
The Company executed agreements of sale for remaining expected gross proceeds of $281.0 million as detailed below.
Sale/Leaseback: In February 2020, the Company entered into an agreement of sale for the sale and leaseback of five properties for $153.6 million. Structured as a 99-year lease with an option to repurchase, the agreement provides for release of parcels related to multifamily development and is subject to ongoing lease payments at 7% ($10.75 million) with annual 1.25% escalations. Closing on the transaction is subject to customary closing conditions, including due diligence provisions and is forecast for late in the year.
Multifamily Land Parcels: The Company has three executed agreements of sale for land parcels for anticipated multifamily development in the amount of $107.3 million. The agreements are with three different buyers across five properties for 2,650 units as part of Phase I of the Company’s previously announced multifamily land sale plan. Closing on the transactions is subject to customary due diligence provisions and securing entitlements. One buyer for two other land parcels had terminated its agreement and PREIT has now executed letters of intent with another buyer.
Outparcels: The Company has executed an agreement of sale with Four Corners Property Trust for 14 outparcels, which we expect to generate $29.9 million in total proceeds. To date, the Company has closed on the sale of six of the parcels, totaling $13.4 million in proceeds. The remaining 8 outparcels are expected to close late in the second quarter or early in the third quarter of 2020 and are subject to customary due diligence provisions.
Hotel Parcels: The Company has executed two agreements of sale to convey land parcels for anticipated hotel development in the amount of $3.75 million. The agreements are with two separate buyers for approximately 250 rooms. Closings on the transactions are subject to customary due diligence provisions and securing entitlements.
Retail Operations
The following table sets forth information regarding sales per square foot in the Company’s mall portfolio, including unconsolidated properties:
A reconciliation of portfolio sales per square foot (1) for the Core Mall portfolio can be found below:
Comp store sales for the rolling twelve months ended March 31, 2019 | $ | 499 | |
Organic sales growth | | 30 | |
Impact of non-core malls | | 13 | |
Comp store sales for the rolling twelve months ended February 29, 2020 (2) | $ | 542 | |
(1) Based on reported sales by all comparable non-anchor tenants that lease individual spaces of less than 10,000 square feet and have occupied the space for at least 24 months. | |
(2) Reported through February 29, 2020 due to COVID-19 pandemic related property closures for partial month of March 2020. | |
2020 Outlook
On March 31, 2020, the Company withdrew its financial outlook for 2020 provided in its February 25, 2020 earnings press release.
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Conference Call Information
Management has scheduled a conference call for 1:00 p.m. Eastern Time on Thursday,
May 21, 2020, to review the Company’s results and future outlook. To listen to the call, please dial 1-844-885-9139 (domestic toll free), or 1-647-689-4441 (international), and request to join the PREIT call, Conference ID 6664627, at least five minutes before the scheduled start time. Investors can also access the call in a "listen only" mode via the internet at the Company’s website, preit.com. Please allow extra time prior to the call to visit the site and download the necessary software to listen to the Internet broadcast. Financial and statistical information expected to be discussed on the call will also be available on the Company’s website.
For interested individuals unable to join the conference call, the online archive of the webcast will also be available for one year following the call.
About PREIT
PREIT (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages quality properties in compelling markets. PREIT’s robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in the densely-populated eastern U.S. with concentrations in the mid-Atlantic’s top MSAs. Since 2012, the Company has driven a transformation guided by an emphasis on portfolio quality and balance sheet strength driven by disciplined capital expenditures. Additional information is available at www.preit.com or on Twitter or LinkedIn.
Rounding
Certain summarized information in the tables above may not total due to rounding.
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Pennsylvania Real Estate Investment Trust
Changes in Funds from Operations
for the Three Months Ended March 31, 2020 as compared to the Three Months Ended March 31, 2019
(all per share amounts on a diluted basis unless otherwise noted; rounded to the nearest half penny; amounts may not total due to rounding)
(in thousands, except per share amounts) | | Three Months Ended March 31, 2020 | | | Per Diluted Share and OP Unit | | |
Funds from Operations, as adjusted March 31, 2019 | | $ | 20,655 | | | $ | 0.26 | | |
| | | | | | | | | |
Changes - Q1 2019 to Q1 2020 | | | | | | | | | |
| | | | | | | | | |
Other leasing activity, including base rent and net CAM and real estate tax recoveries | | | (3,166 | ) | | | (0.040 | ) | |
Lease termination revenue | | | (288 | ) | | | (0.005 | ) | |
Credit losses | | | (1,345 | ) | | | (0.015 | ) | |
Other | | | (42 | ) | | | - | | |
Same Store NOI from unconsolidated properties | | | (440 | ) | | | (0.005 | ) | |
Same Store NOI | | | (5,281 | ) | | | (0.065 | ) | |
Non Same Store NOI | | | (2,434 | ) | | | (0.030 | ) | |
Dilutive effect of asset sales | | | (473 | ) | | | (0.005 | ) | |
General and administrative expenses | | | 666 | | | | 0.010 | | |
Capitalization of leasing costs | | | (156 | ) | | | - | | |
Gain on sales of non-operating real estate | | | (609 | ) | | | (0.010 | ) | |
Other | | | 170 | | | | - | | |
Interest expense, net | | | (1,266 | ) | | | (0.015 | ) | |
Increase in weighted average shares | | | - | | | | (0.005 | ) | |
Funds from Operations, as adjusted March 31, 2020 | | $ | 11,272 | | | $ | 0.14 | | |
Provision for employee separation expense | | | (73 | ) | | | - | | |
Funds from Operations March 31, 2020 | | $ | 11,199 | | | $ | 0.14 | | |
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Pennsylvania Real Estate Investment Trust
Market Capitalization and Capital Resources
(in thousands)
| | March 31, 2020 | | | December 31, 2019 | |
MARKET CAPITALIZATION | | | | | | | | |
| | | | | | | | |
EQUITY CAPITALIZATION | | | | | | | | |
Common Shares Outstanding | | | 78,840 | | | | 77,550 | |
OP Units Outstanding | | | 2,023 | | | | 2,023 | |
Total Common Shares and OP Units Outstanding | | | 80,863 | | | | 79,573 | |
Equity Market Capitalization—Common Shares and OP Units | | $ | 73,585 | | | $ | 424,124 | |
Series B Preferred Shares, Nominal Value | | | 86,250 | | | | 86,250 | |
Series C Preferred Shares, Nominal Value | | | 172,500 | | | | 172,500 | |
Series D Preferred Shares, Nominal Value | | | 125,000 | | | | 125,000 | |
Total Equity Market Capitalization | | $ | 457,335 | | | $ | 807,874 | |
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DEBT CAPITALIZATION | | | | | | | | |
Secured Debt Balance (1) | | $ | 1,275,645 | | | $ | 1,280,208 | |
Unsecured Debt Balance (2) (3) | | | 839,000 | | | | 805,000 | |
Debt Capitalization | | $ | 2,114,645 | | | $ | 2,085,208 | |
TOTAL MARKET CAPITALIZATION | | $ | 2,571,980 | | | $ | 2,893,082 | |
| | | | | | | | |
Equity Capitalization/Total Market Capitalization | | | 17.8 | % | | | 27.9 | % |
Debt Capitalization/Total Market Capitalization | | | 82.2 | % | | | 72.1 | % |
Unsecured Debt Balance/Total Debt | | | 39.7 | % | | | 38.6 | % |
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CAPITAL RESOURCES | | | | | | | | |
Cash and Cash Equivalents | | $ | 16,302 | | | $ | 26,922 | |
Revolving Facility | | | 400,000 | | | | 400,000 | |
Amount Outstanding | | | (289,000 | ) | | | (255,000 | ) |
Available Revolving Facility (4) | | $ | 111,000 | | | $ | 145,000 | |
Term Loans | | | 700,500 | | | | 700,500 | |
Amount Borrowed | | | (700,500 | ) | | | (700,500 | ) |
Available Term Loans | | $ | - | | | $ | - | |
TOTAL | | $ | 127,302 | | | $ | 171,922 | |
Shelf Registration | | $ | 500,000 | | | $ | 1,000,000 | |
(1) | Includes consolidated mortgage debt, our share of mortgage debt from equity method investments, and $150,500 of secured debt from our share of the FDP Term Loan. |
(2) | The unsecured debt balance includes a 2018 Revolving Facility balance of $289,000 as of March 31, 2020 and $255,000 as of December 31, 2019. |
(3) | The unsecured debt balance includes a Term Loan balance of $550,000 as of March 31, 2020 and December 31, 2019, respectively. |
(4) | The available Credit Facility borrowings are subject to covenants that may restrict amounts that can be borrowed. Following recent property sales and the amendments of our Credit Agreements on March 30, 2020, the NOI from the Company’s remaining unencumbered properties is at a level such that the incremental unsecured amount available for the Company to borrow as of March 31, 2020 within the Unencumbered Debt Yield covenant, under the $375.0 million 2018 Revolving Facility, was an aggregate of $65.3 million. |
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Pennsylvania Real Estate Investment Trust
Statement of Operations – Three Months Ended March 31, 2020 and 2019
| | Three Months Ended March 31, | |
(in thousands of dollars) | | 2020 | | | 2019 | |
REVENUE: | | | | | | | | |
Real estate revenue: | | | | | | | | |
Lease revenue | | $ | 67,721 | | | $ | 76,615 | |
Expense reimbursements | | | 4,305 | | | | 5,062 | |
Other real estate revenue | | | 1,924 | | | | 3,001 | |
Total real estate revenue | | | 73,950 | | | | 84,678 | |
Other income | | | 293 | | | | 627 | |
Total revenue | | | 74,243 | | | | 85,305 | |
EXPENSES: | | | | | | | | |
Operating expenses: | | | | | | | | |
Property operating expenses: | | | | | | | | |
CAM and real estate taxes | | | (27,517 | ) | | | (29,403 | ) |
Utilities | | | (2,922 | ) | | | (3,660 | ) |
Other property operating expenses | | | (2,098 | ) | | | (2,065 | ) |
Total property operating expenses | | | (32,537 | ) | | | (35,128 | ) |
Depreciation and amortization | | | (30,269 | ) | | | (34,904 | ) |
General and administrative expenses | | | (10,695 | ) | | | (11,205 | ) |
Provision for employee separation expenses | | | (73 | ) | | | (719 | ) |
Insurance recoveries, net | | | - | | | | (236 | ) |
Project costs and other expenses | | | (95 | ) | | | (58 | ) |
Total operating expenses | | | (73,669 | ) | | | (82,250 | ) |
Interest expense, net(1) | | | (16,858 | ) | | | (15,898 | ) |
Loss on debt extinguishment, net | | | - | | | | (4,768 | ) |
Impairment of development land parcel | | | - | | | | (1,464 | ) |
Total expenses | | | (90,527 | ) | | | (104,380 | ) |
Loss before equity in income of partnerships, gain on sales of real estate by equity method investee, gain on sales of real estate, net, and adjustment to loss on sales of interests in non operating real estate | | | (16,284 | ) | | | (19,075 | ) |
Equity in income of partnerships(2) | | | 819 | | | | 2,289 | |
Gain on sales of real estate by equity method investee | | | - | | | | 563 | |
Gain on sales of real estate, net | | | 1,962 | | | | - | |
Loss on sales of interests in non operating real estate | | | (46 | ) | | | - | |
Net loss | | | (13,549 | ) | | | (16,223 | ) |
Less: net loss attributable to noncontrolling interest | | | 516 | | | | 1,688 | |
Net loss attributable to PREIT | | | (13,033 | ) | | | (14,535 | ) |
Less: preferred share dividends | | | (6,844 | ) | | | (6,844 | ) |
Net loss attributable to PREIT common shareholders | | $ | (19,877 | ) | | $ | (21,379 | ) |
(1) | Net of capitalized interest expense of $910 and $2,004 for the three months ended March 31, 2020 and 2019, respectively. |
(2) | Equity in income of partnerships is net of capitalized interest expense of $1,091 and $1,472 for the three months ended March 31, 2020 and 2019, respectively. |
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Pennsylvania Real Estate Investment Trust
Computation of Earnings Per Share – Three Months Ended March 31, 2020 and 2019
(in thousands, except per share amounts)
| | Three Months Ended March 31, | |
(in thousands, except per share amounts) | | 2020 | | | 2019 | |
Net loss | | $ | (13,549 | ) | | $ | (16,223 | ) |
Noncontrolling interest | | | 516 | | | | 1,688 | |
Preferred share dividends | | | (6,844 | ) | | | (6,844 | ) |
Dividends on unvested restricted shares | | | (350 | ) | | | (218 | ) |
Net loss used to calculate loss per share—basic and diluted | | $ | (20,227 | ) | | $ | (21,597 | ) |
Basic and diluted income (loss) per share: | | $ | (0.26 | ) | | $ | (0.30 | ) |
| | | | | | | | |
(in thousands of shares) | | | | | | | | |
Weighted average shares outstanding—basic | | | 76,774 | | | | 71,358 | |
Effect of common share equivalents(1) | | | — | | | | — | |
Weighted average shares outstanding—diluted | | | 76,774 | | | | 71,358 | |
| | | | | | | | |
| | | | | | | | |
(1) The Company had net losses used to calculate earnings per share for all periods presented. Therefore, the effects of common share equivalents of 520 and 309 for the three months ended March 31, 2020 and 2019, respectively, are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive. | |
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Pennsylvania Real Estate Investment Trust
Reconciliation of Net Operating Income and Earnings Before Interest, Income Taxes, Depreciation, and Amortization for Real Estate– Three Months Ended March 31, 2020 and 2019 (Non-GAAP Measures)
(in thousands)
Net Operating Income ("NOI") Reconciliation for the Three Months Ended March 31, 2020(1)
| | Same Store | | | Change | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | $ | | | % | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
NOI from consolidated properties | | $ | 40,430 | | | $ | 45,271 | | | $ | (4,841 | ) | | | -10.7 | % | | $ | 983 | | | $ | 4,278 | | | $ | 41,413 | | | $ | 49,549 | |
NOI attributable to equity method investments, at ownership share | | | 6,612 | | | | 7,052 | | | | (440 | ) | | | -6.2 | % | | | 832 | | | | (29 | ) | | | 7,444 | | | | 7,023 | |
Total NOI | | | 47,042 | | | | 52,323 | | | | (5,281 | ) | | | -10.1 | % | | | 1,815 | | | | 4,249 | | | | 48,857 | | | | 56,572 | |
Less: lease termination revenue | | | 9 | | | | 300 | | | | (291 | ) | | | -97.0 | % | | | - | | | | 16 | | | | 9 | | | | 316 | |
Total NOI excluding lease termination revenue | | $ | 47,033 | | | $ | 52,023 | | | $ | (4,990 | ) | | | -9.6 | % | | $ | 1,815 | | | $ | 4,233 | | | $ | 48,848 | | | $ | 56,256 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
Earnings Before Interest, Income Taxes, Depreciation, and Amortization for Real Estate ("EBITDAre") Reconciliation(1)
| | Three Months Ended March 31, | | |
| | 2020 | | | 2019 | | |
Net loss | | $ | (13,549 | ) | | $ | (16,223 | ) | |
Depreciation and amortization: | | | | | | | | | |
Consolidated | | | 30,269 | | | | 34,904 | | |
Unconsolidated properties at ownership share | | | 3,610 | | | | 1,970 | | |
Interest expense: | | | | | | | | | |
Consolidated | | | 16,858 | | | | 15,898 | | |
Unconsolidated properties at ownership share | | | 2,969 | | | | 2,663 | | |
Gain on sales of real estate by equity method investee | | | - | | | | (563 | ) | |
Gain on sales of interests in real estate, net | | | (1,962 | ) | | | - | | |
Gain on debt extinguishment, net | | | - | | | | 4,768 | | |
Impairment of development land parcel | | | - | | | | 1,464 | | |
EBITDAre | | $ | 38,195 | | | $ | 44,881 | | |
(1) | EBITDAre is a non-GAAP measure. See definition on page 35. |
10
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income (Loss) to Net Operating Income from Consolidated Properties (Non-GAAP Measure)
Three Months Ended March 31, 2020 and 2019
(in thousands)
| | Three Months Ended March 31, | |
| | 2020 | | | 2019 | |
Net loss | | $ | (13,549 | ) | | $ | (16,223 | ) |
Other income | | | (293 | ) | | | (628 | ) |
Depreciation and amortization | | | 30,269 | | | | 34,904 | |
General and administrative expenses | | | 10,695 | | | | 11,205 | |
Insurance recoveries, net | | | - | | | | 236 | |
Provision for employee separation expenses | | | 73 | | | | 719 | |
Project costs and other expenses | | | 95 | | | | 58 | |
Interest expense, net | | | 16,858 | | | | 15,898 | |
Equity in income of partnerships | | | (819 | ) | | | (2,289 | ) |
Gain on debt extinguishment, net | | | - | | | | 4,768 | |
Impairment of development land parcel | | | - | | | | 1,464 | |
Gain on sales of real estate by equity method investee | | | - | | | | (563 | ) |
Gain on sales of interests in real estate, net | | | (1,962 | ) | | | - | |
Loss on sales of interest in non operating real estate | | | 46 | | | | - | |
NOI from consolidated properties(1) | | $ | 41,413 | | | $ | 49,549 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 48,480 | | | $ | 50,387 | | | $ | 2,568 | | | $ | 5,498 | | | $ | 51,048 | | | $ | 55,885 | |
CAM reimbursement income | | | 9,666 | | | | 10,671 | | | | 502 | | | | 974 | | | | 10,168 | | | | 11,645 | |
Real estate tax income | | | 8,318 | | | | 8,981 | | | | 178 | | | | 559 | | | | 8,496 | | | | 9,540 | |
Percentage rent | | | 16 | | | | 1 | | | | 3 | | | | 8 | | | | 19 | | | | 9 | |
Lease termination revenue | | | 9 | | | | 297 | | | | - | | | | 16 | | | | 9 | | | | 313 | |
| | | 66,489 | | | | 70,337 | | | | 3,251 | | | | 7,055 | | | | 69,740 | | | | 77,392 | |
Less: credit losses | | | (1,892 | ) | | | (547 | ) | | | (127 | ) | | | (230 | ) | | | (2,019 | ) | | | (777 | ) |
Lease revenue | | | 64,597 | | | | 69,790 | | | | 3,124 | | | | 6,825 | | | | 67,721 | | | | 76,615 | |
Expense reimbursements | | | 4,012 | | | | 4,420 | | | | 293 | | | | 642 | | | | 4,305 | | | | 5,062 | |
Other real estate revenue | | | 1,785 | | | | 1,769 | | | | 139 | | | | 1,232 | | | | 1,924 | | | | 3,001 | |
Total real estate revenue | | | 70,394 | | | | 75,979 | | | | 3,556 | | | | 8,699 | | | | 73,950 | | | | 84,678 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (25,397 | ) | | | (25,729 | ) | | | (2,120 | ) | | | (3,674 | ) | | | (27,517 | ) | | | (29,403 | ) |
Utilities | | | (2,679 | ) | | | (3,149 | ) | | | (243 | ) | | | (511 | ) | | | (2,922 | ) | | | (3,660 | ) |
Other property operating expenses | | | (1,888 | ) | | | (1,830 | ) | | | (210 | ) | | | (236 | ) | | | (2,098 | ) | | | (2,066 | ) |
Total property operating expenses | | | (29,964 | ) | | | (30,708 | ) | | | (2,573 | ) | | | (4,421 | ) | | | (32,537 | ) | | | (35,129 | ) |
NOI from consolidated properties(1) | | $ | 40,430 | | | $ | 45,271 | | | $ | 983 | | | $ | 4,278 | | | $ | 41,413 | | | $ | 49,549 | |
Less: Lease termination revenue | | | 9 | | | | 297 | | | | - | | | | 16 | | | | 9 | | | | 313 | |
NOI from consolidated properties excluding lease termination revenue(1) | | $ | 40,421 | | | $ | 44,974 | | | $ | 983 | | | $ | 4,262 | | | $ | 41,404 | | | $ | 49,236 | |
% change in Same Store NOI from consolidated properties excluding lease termination revenue | | | | | | (10.1%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
11
Pennsylvania Real Estate Investment Trust
Reconciliation of Equity in Income of Partnerships to Net Operating Income from Equity Method Investments, at Ownership Share
(Non-GAAP Measure)
Three Months Ended March 31, 2020 and 2019
(in thousands)
| | Three Months Ended March 31, | |
| | 2020 | | | 2019 | |
Equity in income of partnerships | | $ | 819 | | | $ | 2,289 | |
Other income | | | (14 | ) | | | (12 | ) |
Depreciation and amortization | | | 3,610 | | | | 1,970 | |
Interest expense and other expenses, net | | | 3,029 | | | | 2,776 | |
NOI from equity method investments at ownership share(1) | | $ | 7,444 | | | $ | 7,023 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | | 2,019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 6,413 | | | $ | 6,719 | | | $ | 1,430 | | | $ | 172 | | | $ | 7,843 | | | $ | 6,891 | |
CAM reimbursement income | | | 1,445 | | | | 1,684 | | | | 583 | | | | 7 | | | | 2,028 | | | | 1,691 | |
Real estate tax income | | | 977 | | | | 943 | | | | 108 | | | | 43 | | | | 1,085 | | | | 986 | |
Percentage rent | | | 57 | | | | 46 | | | | 20 | | | | - | | | | 77 | | | | 46 | |
Lease termination revenue | | | - | | | | 3 | | | | - | | | | - | | | | - | | | | 3 | |
| | | 8,892 | | | | 9,395 | | | | 2,141 | | | | 222 | | | | 11,033 | | | | 9,617 | |
Less: credit losses | | | (171 | ) | | | (66 | ) | | | (162 | ) | | | (2 | ) | | | (333 | ) | | | (68 | ) |
Lease revenue | | | 8,721 | | | | 9,329 | | | | 1,979 | | | | 220 | | | | 10,700 | | | | 9,549 | |
Expense reimbursements | | | 435 | | | | 451 | | | | 156 | | | | 41 | | | | 591 | | | | 492 | |
Other real estate revenue | | | 197 | | | | 280 | | | | 611 | | | | 171 | | | | 808 | | | | 451 | |
Total real estate revenue | | | 9,353 | | | | 10,060 | | | | 2,746 | | | | 432 | | | | 12,099 | | | | 10,492 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (2,051 | ) | | | (2,271 | ) | | | (1,539 | ) | | | (366 | ) | | | (3,590 | ) | | | (2,637 | ) |
Utilities | | | (178 | ) | | | (203 | ) | | | (138 | ) | | | (45 | ) | | | (316 | ) | | | (248 | ) |
Other property operating expenses | | | (512 | ) | | | (534 | ) | | | (237 | ) | | | (50 | ) | | | (749 | ) | | | (584 | ) |
Total property operating expenses | | | (2,741 | ) | | | (3,008 | ) | | | (1,914 | ) | | | (461 | ) | | | (4,655 | ) | | | (3,469 | ) |
NOI from equity method investments at ownership share(1) | | $ | 6,612 | | | $ | 7,052 | | | $ | 832 | | | $ | (29 | ) | | $ | 7,444 | | | $ | 7,023 | |
Less: Lease termination revenue | | | - | | | | 3 | | | | - | | | | - | | | | - | | | | 3 | |
NOI from equity method investments at ownership share excluding lease termination revenue(1) | | $ | 6,612 | | | $ | 7,049 | | | $ | 832 | | | $ | (29 | ) | | $ | 7,444 | | | $ | 7,020 | |
% change in Same Store NOI from equity method investments at ownership share excluding lease termination revenue | | | | | | (6.2%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
12
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income to Funds From Operations and Funds Available for Distribution (Non-GAAP Measures)
Three Months Ended March 31, 2020 and 2019
(in thousands, except per share amounts)
| Three Months Ended March 31, | | |
| 2020 | | | 2019 | | |
FUNDS FROM OPERATIONS | | | | | | | | |
| | | | | | | | |
Net loss | $ | (13,549 | ) | | $ | (16,223 | ) | |
Depreciation and amortization on real estate | | | | | | | | |
Consolidated properties | | 29,944 | | | | 34,565 | | |
PREIT's share of equity method investments | | 3,610 | | | | 1,970 | | |
Gain on sales of real estate by equity method investee | | - | | | | - | | |
Gain on sales of interests in real estate, net | | (1,962 | ) | | | - | | |
Impairment of assets | | - | | | | - | | |
Dividends on preferred shares | | (6,844 | ) | | | (6,844 | ) | |
Funds from operations attributable to common shareholders and OP Unit holders(1) | $ | 11,199 | | | $ | 13,468 | | |
Insurance recoveries, net | | - | | | | 236 | | |
Loss on debt extinguishment, net | | - | | | | 4,768 | | |
Impairment of development land parcel | | - | | | | 1,464 | | |
Provision for employee separation expenses | | 73 | | | | 719 | | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders | $ | 11,272 | | | $ | 20,655 | | |
FUNDS AVAILABLE FOR DISTRIBUTION(1) | | | | | | | | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders(1) | $ | 11,272 | | | $ | 20,655 | | |
Adjustments: | | | | | | | | |
Straight line rent | | (1,013 | ) | | | (1,589 | ) | |
Recurring capital expenditures | | (1,034 | ) | | | (2,013 | ) | |
Tenant allowances | | (1,017 | ) | | | (2,070 | ) | |
Amortization of non-cash deferred compensation | | 1,624 | | | | 1,922 | | |
Capitalized leasing costs | | (164 | ) | | | (320 | ) | |
Amortization of above- and below-market lease intangibles | | (17 | ) | | | (14 | ) | |
Funds available for distribution to common shareholders and OP Unit holders(1) | $ | 9,651 | | | $ | 16,571 | | |
| | | | | | | | |
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit(1) | $ | 0.14 | | | $ | 0.17 | | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders per diluted share and OP Unit | $ | 0.14 | | | $ | 0.26 | | |
Funds available for distribution to common shareholders and OP Unit holders per diluted share and OP Unit(1) | $ | 0.12 | | | $ | 0.21 | | |
(1) | Non-GAAP measures. See definitions on page 34. |
(Continued on next page)
13
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income to Funds From Operations and Funds Available for Distribution (Non-GAAP Measures)
Three Months Ended March 31, 2020 and 2019
(in thousands, except per share amounts)
| Three Months Ended March 31, | | |
| 2020 | | | 2019 | | |
PAYOUT RATIOS (2) | | | | | | | | |
Payout ratio of funds from operations attributable to common shareholders and OP Unit holders | | 64.6 | % | | | 64.0 | % | |
Payout ratio of funds from operations attributable to common shareholders and OP Unit holders, as adjusted | | 90.4 | % | | | 55.4 | % | |
Payout ratio of funds available for distribution attributable to common shareholders and OP Unit holders | | 144.6 | % | | | 97.5 | % | |
| | | | | | | | |
Weighted average number of shares outstanding | | 76,774 | | | | 71,358 | | |
Weighted average effect of full conversion of OP Units | | 2,023 | | | | 6,884 | | |
Effect of common share equivalents | | 520 | | | | 309 | | |
Total weighted average shares outstanding, including OP Units | | 79,317 | | | | 78,551 | | |
(2) | Twelve months ended March 31, 2020 and 2019, respectively. When using the annualized amount of the recently declared quarterly dividend of $0.02 per common share, the FFO Payout ratio, FFO, as adjusted Payout ratio, and FAD Payout ratio would be 6.2%, 8.6% and 13.8%, respectively, for the three months ended March 31, 2020. |
14
Pennsylvania Real Estate Investment Trust
Condensed Consolidated Balance Sheet
| | March 31, 2020 | | | December 31, 2019 | |
(in thousands, except per share amounts) | | (Unaudited) | | | | | |
ASSETS: | | | | | | | | |
INVESTMENTS IN REAL ESTATE, at cost: | | | | | | | | |
Operating properties | | $ | 3,140,293 | | | $ | 3,099,034 | |
Construction in progress | | | 81,485 | | | | 106,011 | |
Land held for development | | | 5,881 | | | | 5,881 | |
Total investments in real estate | | | 3,227,659 | | | | 3,210,926 | |
Accumulated depreciation | | | (1,230,657 | ) | | | (1,202,722 | ) |
Net investments in real estate | | | 1,997,002 | | | | 2,008,204 | |
INVESTMENTS IN PARTNERSHIPS, at equity: | | | 167,167 | | | | 159,993 | |
OTHER ASSETS: | | | | | | | | |
Cash and cash equivalents | | | 5,351 | | | | 12,211 | |
Tenant and other receivables | | | 36,929 | | | | 41,261 | |
Intangible assets (net of accumulated amortization of $17,733 and $18,248 at March 31, 2020 and December 31, 2019, respectively) | | | 12,846 | | | | 13,404 | |
Deferred costs and other assets, net | | | 98,110 | | | | 103,688 | |
Assets held for sale | | | 6,536 | | | | 12,506 | |
Total assets | | $ | 2,323,941 | | | $ | 2,351,267 | |
LIABILITIES: | | | | | | | | |
Mortgage loans payable, net | | $ | 896,495 | | | $ | 899,753 | |
Term Loans, net | | | 548,216 | | | | 548,025 | |
Revolving Facilities | | | 289,000 | | | | 255,000 | |
Tenants’ deposits and deferred rent | | | 5,918 | | | | 13,006 | |
Distributions in excess of partnership investments | | | 85,770 | | | | 87,916 | |
Fair value of derivative liabilities | | | 31,695 | | | | 13,126 | |
Accrued expenses and other liabilities | | | 94,882 | | | | 107,016 | |
Total liabilities | | | 1,951,976 | | | | 1,923,842 | |
COMMITMENTS AND CONTINGENCIES: | | | | | | | | |
EQUITY: | | | | | | | | |
Total equity | | | 371,965 | | | | 427,425 | |
Total liabilities and equity | | $ | 2,323,941 | | | $ | 2,351,267 | |
15
Pennsylvania Real Estate Investment Trust
Assets and Liabilities - Equity Method Investments, at Ownership Share (Non-GAAP)
(in thousands)
| | March 31, | |
(in thousands of dollars) | | 2020 | | | 2019 | |
ASSETS: | | | | | | | | |
Investments in real estate, at cost: | | | | | | | | |
Operating properties | | $ | 452,012 | | | $ | 276,067 | |
Construction in progress | | | 117,551 | | | | 222,716 | |
Total investments in real estate | | | 569,563 | | | | 498,783 | |
Accumulated depreciation | | | (116,923 | ) | | | (106,918 | ) |
Net investments in real estate | | | 452,640 | | | | 391,865 | |
Cash and cash equivalents | | | 10,952 | | | | 16,561 | |
Deferred costs and other assets, net | | | 51,054 | | | | 15,140 | |
Total assets | | | 514,646 | | | | 423,566 | |
LIABILITIES AND PARTNERS’ INVESTMENT: | | | | | | | | |
Mortgage loans payable, net | | | 224,800 | | | | 231,297 | |
FDP Term Loan | | | 150,500 | | | | 125,000 | |
Other liabilities | | | 57,949 | | | | 8,701 | |
Total liabilities | | | 433,249 | | | | 364,998 | |
Net investment | | $ | 81,397 | | | $ | 58,568 | |
Reconciliation to comparable GAAP balance sheet item: | | | | | | | | |
Investment in partnerships, at equity | | $ | 167,167 | | | $ | 149,795 | |
Distributions in excess of partnership investments | | | (85,770 | ) | | | (91,227 | ) |
Net investment | | $ | 81,397 | | | $ | 58,568 | |
The non-GAAP financial information presented above includes financial information attributable to our share of unconsolidated properties. This proportionate financial information is non-GAAP financial information, but we believe that it is helpful information because it reflects the pro rata contribution from our unconsolidated properties that are owned through investments accounted for under GAAP using the equity method of accounting. Under such method, our investments in these entities are recorded in the balance sheet caption entitled “Investment in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.”
To derive the proportionate financial information reflected in the tables above we multiplied the percentage of our economic interest in each partnership on a property-by-property basis by each line item. Under the partnership agreements relating to our current unconsolidated partnerships with third parties, we own a 25% to 50% economic interest in such partnerships, and there are generally no provisions in such partnership agreements relating to special non-pro rata allocations of income or loss, and there are no preferred or priority returns of capital or other similar provisions. While this method approximates our indirect economic interest in our pro rata share of the assets and liabilities of our unconsolidated partnerships, we do not control these partnerships or have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner in the event of any liquidation of such entity. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest.
16
Pennsylvania Real Estate Investment Trust
Leasing Activity Summary – Three Months Ended March 31, 2020
| | | | Number | | | GLA | | | Term | | | Initial Rent per square foot ("psf") | | | Previous Rent psf | | | Initial Gross Rent Renewal Spread(1) | | | Average Rent Renewal Spread(2) | | | Annualized Tenant Improvements psf(3) | |
| | | | | | | | | | | | | | | | | | | | | | | | $ | | | % | | | % | | | | | |
Non Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k square feet ("sf") | | Consolidated | | | 26 | | | | 59,010 | | | | 6.8 | | | $ | 40.62 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 9.52 | |
| | Unconsolidated(4) | | | 2 | | | | 6,581 | | | | 6.0 | | | | 47.63 | | | N/A | | | N/A | | | N/A | | | N/A | | | | 6.76 | |
Total Under 10k sf | | | | | 28 | | | | 65,591 | | | | 6.7 | | | $ | 41.32 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 9.27 | |
Total New Leases | | | | | 28 | | | | 65,591 | | | | 6.7 | | | $ | 41.32 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 9.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Renewal Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k sf | | Consolidated | | | 48 | | | | 126,556 | | | | 3.0 | | | $ | 54.22 | | | $ | 54.95 | | | $ | (0.73 | ) | | | (1.3 | %) | | | 5.2 | % | | $ | 0.01 | |
| | Unconsolidated(4) | | | 7 | | | | 23,971 | | | | 2.1 | | | $ | 34.63 | | | $ | 52.22 | | | | (17.59 | ) | | | (33.7 | %) | | | (34.2 | %) | | | - | |
Total Under 10k sf | | | | | 55 | | | | 150,527 | | | | 2.8 | | | $ | 51.10 | | | $ | 54.52 | | | $ | (3.41 | ) | | | (6.3 | %) | | | (1.3 | %) | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Over 10k sf | | Consolidated | | | 1 | | | | 11,344 | | | | 2.0 | | | | 26.45 | | | | 28.98 | | | | (2.53 | ) | | | (8.7 | %) | | | (8.7 | %) | | | - | |
Total Fixed Rent | | | | | 56 | | | | 161,871 | | | | 2.8 | | | $ | 49.37 | | | $ | 52.73 | | | $ | (3.35 | ) | | | (6.4 | %) | | | (1.6 | %) | | $ | 0.01 | |
Total Percentage in Lieu | | Consolidated | | | 11 | | | | 17,719 | | | | 1.2 | | | | 53.00 | | | | 90.92 | | | | (37.92 | ) | | | (41.7 | %) | | N/A | | | | - | |
Total Renewal Leases (4) | | | | | 67 | | | | 179,590 | | | | 2.6 | | | $ | 49.73 | | | $ | 56.49 | | | $ | (6.76 | ) | | | (12.0 | %) | | | | | | $ | 0.02 | |
Total Non Anchor | | | | | 95 | | | | 245,181 | | | | 3.7 | | | $ | 47.48 | | | | | | | | | | | | | | | | | | | | | |
(1) | Initial gross rent renewal spread is computed by comparing the initial rent psf in the new lease to the final rent psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, CAM charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied. |
(2) | Average rent renewal spread is computed by comparing the average rent psf over the new lease term to the final rent psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent. |
(3) | Tenant improvements and certain other leasing costs are presented as annualized amounts per square foot and are spread uniformly over the initial lease term. |
(4) | We own a 25% to 50% interest in each of our unconsolidated properties and do not control such properties. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See “—Non-GAAP Supplemental Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2019 for further details on our ownership interests in our unconsolidated properties. |
17
Pennsylvania Real Estate Investment Trust
Summarized Sales and Rent Per Square Foot and Occupancy Percentages
| March 31, 2020 and February 29, 2020 where applicable | | | March 31, 2019 | |
| | | | | | | | | | | | | | | | | Actual Occupancy | | | Leased Occupancy | | | | | | | | | | | | | | | | | | | Actual Occupancy | |
| % Rolling 12 Mo. NOI | | | Average Comp Sales(1) | | | Average Gross Rent(2)(3) | | | Occupancy Cost | | | Total | | | Non- Anchor | | | Total | | | Non- Anchor | | | % Rolling 12 Mo. NOI | | | Average Comp Sales | | | Average Gross Rent(2)(3) | | | Occupancy Cost | | | Total | | | Non- Anchor | |
Malls | | 89.3 | % | | $ | 542 | | | $ | 59.21 | | | | 12.3 | % | | | 92.9 | % | | | 90.3 | % | | | 94.0 | % | | | 92.0 | % | | | 87.0 | % | | $ | 517 | | | $ | 60.24 | | | | 12.7 | % | | | 94.7 | % | | | 91.5 | % |
Non-Core Malls | | 3.1 | % | | $ | 349 | | | | 44.49 | | | | 12.7 | % | | | 60.1 | % | | | 68.8 | % | | | 60.1 | % | | | 68.8 | % | | | 7.8 | % | | 348 | | | 44.08 | | | | 12.7 | % | | | 76.2 | % | | | 77.4 | % |
Malls Total | | 92.4 | % | | $ | 529 | | | $ | 58.36 | | | | 12.3 | % | | | 90.0 | % | | | 88.8 | % | | | 90.9 | % | | | 90.4 | % | | | 94.8 | % | | $ | 504 | | | $ | 59.16 | | | | 12.7 | % | | | 92.9 | % | | | 90.4 | % |
Other Retail Properties | | 5.8 | % | | n/a | | | | 25.40 | | | n/a | | | | 89.9 | % | | | 89.0 | % | | | 93.1 | % | | | 92.6 | % | | | 5.1 | % | | n/a | | | 25.15 | | | n/a | | | | 92.7 | % | | | 92.1 | % |
Total Retail Properties | | 98.2 | % | | $ | 529 | | | $ | 49.65 | | | | 12.3 | % | | | 90.0 | % | | | 88.8 | % | | | 91.2 | % | | | 90.7 | % | | | 100.0 | % | | n/a | | | $ | 50.23 | | | n/a | | | | 92.9 | % | | | 90.7 | % |
Sold Properties | | 1.3 | % | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | - | % | | 377 | | | 49.15 | | | n/a | | | | 65.6 | % | | | 87.2 | % |
Other Properties (4) | | 0.5 | % | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | - | % | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | |
Total Portfolio | | 100.0 | % | | $ | 529 | | | $ | 49.65 | | | | 12.3 | % | | | 90.0 | % | | | 88.8 | % | | | 91.2 | % | | | 90.7 | % | | | 100.0 | % | | $ | 499 | | | $ | 49.23 | | | | | | | | 91.5 | % | | | 90.7 | % |
(1) | Average comp sales for 2020 reflects the data for the trailing twelve months ended February 29,2020 due to the widespread COVID-19 related mall closures, which resulted in non comparable March 2020 sales amounts. |
(2) | Average gross rent for malls includes all non-anchor space owned by the Company and leased to tenants that occupy individual spaces of less than 10,000 square feet. Average gross rent for other retail properties includes all non-anchor space owned by the Company regardless of size. |
(3) | Average gross rent for mall tenants greater than 10,000 sf was $21.32 per square foot as of March 31, 2020 and $21.99 per square foot as of March 31, 2019. |
(4) | Operating metrics for Fashion District Philadelphia as of March 31, 2020 and 2019, respectively, are excluded because the property was under redevelopment until September 2019 and has not yet stabilized. |
18
Pennsylvania Real Estate Investment Trust
Mall Occupancy Percentage and Sales Per Square Foot
| | March 31, 2020 and February 29, 2020 where applicable | | | March 31, 2019 | | | Change | |
| | % of Mall NOI | | | Avg Comp Sales (1) | | | Total Occupancy % | | | Non- Anchor Occupancy % | | | Avg Comp Sales (1) | | | Total Occupancy % | | | Non-Anchor Occupancy % | | | Avg Comp Sales (1) | | | Total Occupancy % | | | Non- Anchor Occupancy % | |
Top 6 Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Grove Park | | | 6.5 | % | | $ | 769 | | | | 97.1 | % | | | 95.2 | % | | $ | 749 | | | | 93.6 | % | | | 88.9 | % | | | 2.7 | % | | | 3.5 | % | | | 6.3 | % |
Cherry Hill Mall | | | 13.4 | % | | 733 | | | | 94.2 | % | | | 93.0 | % | | 690 | | | | 94.7 | % | | | 93.6 | % | | | 6.2 | % | | | (0.5 | %) | | | (0.6 | %) |
Woodland Mall | | | 6.0 | % | | 642 | | | | 95.9 | % | | | 95.1 | % | | 579 | | | | 98.4 | % | | | 98.4 | % | | | 10.9 | % | | | (2.5 | %) | | | (3.3 | %) |
Lehigh Valley Mall | | | 6.0 | % | | 589 | | | | 89.9 | % | | | 83.3 | % | | 568 | | | | 91.4 | % | | | 86.0 | % | | | 3.7 | % | | | (1.5 | %) | | | (2.7 | %) |
Mall at Prince Georges | | | 7.5 | % | | 573 | | | | 98.3 | % | | | 96.4 | % | | 558 | | | | 98.4 | % | | | 96.6 | % | | | 2.2 | % | | | (0.1 | %) | | | (0.2 | %) |
Springfield Town Center | | | 11.0 | % | | 570 | | | | 92.0 | % | | | 89.3 | % | | 552 | | | | 93.4 | % | | | 91.1 | % | | | 3.8 | % | | | (1.4 | %) | | | (1.8 | %) |
| | | 50.4 | % | | $ | 651 | | | | 94.3 | % | | | 91.5 | % | | $ | 621 | | | | 94.7 | % | | | 92.2 | % | | | 4.8 | % | | | (0.4 | %) | | | (0.7 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 7-12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dartmouth Mall | | | 4.0 | % | | | 548 | | | | 99.1 | % | | | 98.7 | % | | 522 | | | | 98.3 | % | | | 97.1 | % | | | 5.0 | % | | | 0.8 | % | | | 1.6 | % |
Jacksonville Mall | | | 4.1 | % | | | 517 | | | | 96.1 | % | | | 92.4 | % | | 501 | | | | 99.9 | % | | | 99.8 | % | | | 3.2 | % | | | (3.8 | %) | | | (7.4 | %) |
Magnolia Mall | | | 3.4 | % | | | 463 | | | | 97.3 | % | | | 95.4 | % | | 464 | | | | 98.6 | % | | | 97.7 | % | | | (0.2 | %) | | | (1.3 | %) | | | (2.3 | %) |
Capital City Mall | | | 5.2 | % | | | 455 | | | | 98.9 | % | | | 98.4 | % | | 434 | | | | 98.5 | % | | | 97.8 | % | | | 4.8 | % | | | 0.4 | % | | | 0.6 | % |
Patrick Henry Mall | | | 4.7 | % | | | 455 | | | | 93.8 | % | | | 90.9 | % | | 417 | | | | 94.8 | % | | | 92.4 | % | | | 9.1 | % | | | (1.0 | %) | | | (1.5 | %) |
Viewmont Mall | | | 4.2 | % | | | 441 | | | | 97.1 | % | | | 94.0 | % | | 429 | | | | 97.8 | % | | | 95.5 | % | | | 2.8 | % | | | (0.7 | %) | | | (1.5 | %) |
| | | 25.6 | % | | $ | 473 | | | | 97.1 | % | | | 92.5 | % | | $ | 453 | | | | 98.1 | % | | | 96.7 | % | | | 4.4 | % | | | (1.0 | %) | | | (4.2 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 13-18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley Mall | | | 5.0 | % | | | 424 | | | | 98.8 | % | | | 97.5 | % | | 410 | | | | 96.4 | % | | | 92.8 | % | | | 3.4 | % | | | 2.4 | % | | | 4.7 | % |
Moorestown Mall | | | 3.1 | % | | | 416 | | | | 79.9 | % | | | 83.5 | % | | 410 | | | | 92.3 | % | | | 82.1 | % | | | 1.5 | % | | | (12.4 | %) | | | 1.4 | % |
Springfield Mall | | | 1.6 | % | | | 398 | | | | 93.7 | % | | | 93.7 | % | | 404 | | | | 96.8 | % | | | 96.8 | % | | | (1.5 | %) | | | (3.1 | %) | | | (3.1 | %) |
Cumberland Mall | | | 3.0 | % | | | 388 | | | | 87.5 | % | | | 79.6 | % | | 387 | | | | 86.5 | % | | | 77.9 | % | | | 0.3 | % | | | 1.0 | % | | | 1.7 | % |
Francis Scott Key Mall | | | 3.9 | % | | | 376 | | | | 93.9 | % | | | 90.4 | % | | 373 | | | | 91.8 | % | | | 87.2 | % | | | 0.8 | % | | | 2.1 | % | | | 3.2 | % |
Plymouth Meeting Mall | | | 4.1 | % | | | 358 | | | | 83.2 | % | | | 75.0 | % | | 326 | | | | 91.7 | % | | | 87.3 | % | | | 9.8 | % | | | (8.5 | %) | | | (12.3 | %) |
| | | 20.7 | % | | $ | 395 | | | | 88.4 | % | | | 85.0 | % | | $ | 385 | | | | 92.2 | % | | | 86.5 | % | | | 2.6 | % | | | (3.8 | %) | | | (1.5 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Core Malls | | | 96.7 | % | | $ | 542 | | | | 92.9 | % | | | 90.3 | % | | $ | 517 | | | | 94.7 | % | | | 91.5 | % | | | 4.8 | % | | | (1.8 | %) | | | (1.2 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Wyoming Valley Mall | | | - | % | | $ | 0 | | | | - | % | | | - | % | | $ | 377 | | | | 65.6 | % | | | 87.2 | % | | | | | | | | | | | | |
Valley View Mall | | | 1.8 | % | | 382 | | | | 66.1 | % | | | 82.0 | % | | 355 | | | | 71.4 | % | | | 92.3 | % | | | 7.6 | % | | | (5.3 | %) | | | (10.3 | %) |
Exton Square Mall | | | 1.5 | % | | 313 | | | | 57.1 | % | | | 61.3 | % | | 342 | | | | 78.4 | % | | | 70.0 | % | | | (8.5 | %) | | | (21.3 | %) | | | (8.7 | %) |
All Non-Core Malls | | | 3.3 | % | | $ | 349 | | | | 60.1 | % | | | 68.8 | % | | $ | 359 | | | | 72.0 | % | | | 80.2 | % | | | (2.8 | %) | | | (11.9 | %) | | | (11.4 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Malls | | | 100.0 | % | | $ | 529 | | | | 90.0 | % | | | 88.8 | % | | $ | 499 | | | | 91.5 | % | | | 90.7 | % | | | 6.0 | % | | | (1.5 | %) | | | (1.9 | %) |
(1) | Based on reported sales by all comparable non-anchor tenants that lease individual spaces of less than 10,000 square feet and have occupied the space for at least 24 months. Due to widespread COVID-19 related mall closures, the 2020 average comp sales are based on the trailing twelve months ended February 29, 2020 data for comparability purposes. |
19
Pennsylvania Real Estate Investment Trust
Top Twenty Tenants
March 31, 2020
Tenant | | Brands | | Locations at Consolidated Properties | | | Locations at Unconsolidated Properties | | | Total Number of Locations (1) | | | Percentage of Annualized Gross Rent (2) | |
Foot Locker, Inc. | | Champs, Foot Locker, Footaction, House of Hoops by Foot Locker, Kids Foot Locker, Lady Foot Locker, Nike Yardline, Footaction Flight 23 | | 42 | | | 8 | | | 50 | | | | 4.5 | % |
L Brands, Inc. | | Bath & Body Works, Pink, Victoria's Secret | | 36 | | | 6 | | | 42 | | | | 4.0 | % |
Signet Jewelers Limited | | Kay Jewelers, Piercing Pagoda, Totally Pagoda, Zales Jewelers, Silver & Gold Connection | | 54 | | | 9 | | | 63 | | | | 3.1 | % |
Dick's Sporting Goods, Inc. | | Dick's Sporting Goods | | 11 | | | 1 | | | 12 | | | | 2.6 | % |
American Eagle Outfitters, Inc. | | Aerie, American Eagle Outfitters | | 16 | | | 4 | | | 20 | | | | 2.5 | % |
Express, Inc | | Express, Express Factory Outlet, Express Men | | 13 | | | 3 | | | 16 | | | | 1.9 | % |
Gap, Inc. | | Banana Republic, Gap/Gap Kids/Gap Outlet, Old Navy | | 12 | | | 9 | | | 21 | | | | 1.8 | % |
J.C. Penney Company, Inc. | | JC Penney, Penneys Firestone | | 13 | | | 1 | | | 14 | | | | 1.7 | % |
Macy's | | Bloomingdale's, Macy's | | 12 | | | 2 | | | 14 | | | | 1.6 | % |
Home Depot | | Home Depot | | 1 | | | 2 | | | 3 | | | | 1.5 | % |
Cineworld Group | | Regal Cinemas | | 4 | | | | - | | | 4 | | | | 1.5 | % |
Genesco Inc. | | Johnston & Murphy, Journeys, Journeys Kidz, Underground by Journeys | | 25 | | | 4 | | | 29 | | | | 1.5 | % |
Dave & Buster's, Inc. | | Dave & Buster's | | 3 | | | | - | | | 3 | | | | 1.4 | % |
Ascena Retail Group, Inc. | | Ann Taylor, Dress Barn, Justice, Lane Bryant, Loft, Loft Outlet | | 21 | | | 5 | | | 26 | | | | 1.3 | % |
Luxottica Group S.p.A. | | Lenscrafters, Pearle Vision, Sunglass Hut, Sunglass Hut Outlet | | 23 | | | 6 | | | 29 | | | | 1.3 | % |
H&M Hennes & Mauritz L.P. | | H&M | | 12 | | | | - | | | 12 | | | | 1.3 | % |
Darden Concepts, Inc. | | Bahama Breeze, Capital Grille, Olive Garden, Seasons 52, Yard House | | 9 | | | | - | | | 9 | | | | 1.2 | % |
Shoe Show, Inc. | | Shoe Department, Shoe Dept. Encore, Shoe Show | | 20 | | | 2 | | | 22 | | | | 1.1 | % |
The Children's Place, Inc. | | The Children's Place | | 14 | | | 3 | | | 17 | | | | 1.0 | % |
The TJX Companies, Inc. | | HomeGoods, HomeSense, Marshalls, Sierra Trading Post, TJ Maxx | | 7 | | | 1 | | | | 8 | | | | 0.9 | % |
Total Top 20 Tenants | | | | 348 | | | 66 | | | 414 | | | | 37.7 | % |
Total Leases | | | | | 1,450 | | | 312 | | | | 1,762 | | | | 100.0 | % |
(1) | Excludes tenants from Fashion District Philadelphia. |
(2) | Includes our share of tenant gross rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments as of March 31, 2020. |
20
Pennsylvania Real Estate Investment Trust
Lease Expirations as of March 31, 2020
(dollars in thousands except per square foot (“psf”) amounts)
Non-Anchors (1) | |
| | | | | | Gross Leasable Area ("GLA") | | | Annualized Gross Rent | | | | | |
Lease Expiration Year | | Number of Leases Expiring | | | Expiring GLA (2) | | | Percent of Total | | | Gross Rent in Expiring Year | | | PREIT’s Share of Gross Rent in Expiring Year (3) | | | Percent of PREIT’s Total | | | Average Expiring Gross Rent psf | |
2020 and Prior | | | 264 | | | | 889,994 | | | | 11.0 | % | | | 37,531 | | | | 33,400 | | | | 11.1 | % | | | 42.17 | |
2021 | | | 268 | | | | 1,083,990 | | | | 13.4 | % | | | 41,562 | | | | 35,302 | | | | 11.7 | % | | | 38.34 | |
2022 | | | 221 | | | | 686,560 | | | | 8.5 | % | | | 33,666 | | | | 29,292 | | | | 9.7 | % | | | 49.04 | |
2023 | | | 182 | | | | 1,128,482 | | | | 13.8 | % | | | 40,871 | | | | 36,187 | | | | 12.0 | % | | | 36.22 | |
2024 | | | 166 | | | | 708,036 | | | | 8.7 | % | | | 37,097 | | | | 33,722 | | | | 11.2 | % | | | 52.39 | |
2025 | | | 160 | | | | 743,519 | | | | 9.2 | % | | | 38,813 | | | | 31,830 | | | | 10.6 | % | | | 52.20 | |
2026 | | | 116 | | | | 580,749 | | | | 7.2 | % | | | 31,333 | | | | 24,542 | | | | 8.1 | % | | | 53.95 | |
2027 | | | 92 | | | | 644,209 | | | | 7.9 | % | | | 25,058 | | | | 23,406 | | | | 7.8 | % | | | 38.90 | |
2028 | | | 74 | | | | 612,485 | | | | 7.6 | % | | | 22,355 | | | | 21,047 | | | | 7.0 | % | | | 36.50 | |
2029 | | | 57 | | | | 467,071 | | | | 5.8 | % | | | 17,133 | | | | 16,301 | | | | 5.4 | % | | | 36.68 | |
Thereafter | | | 48 | | | | 563,346 | | | | 6.9 | % | | | 17,125 | | | | 16,374 | | | | 5.4 | % | | | 30.40 | |
Total/Average | | | 1,648 | | | | 8,108,441 | | | | 100.0 | % | | $ | 342,544 | | | $ | 301,403 | | | | 100.0 | % | | $ | 42.25 | |
Anchors(1) | |
| | | | | | Gross Leasable Area ("GLA") | | | Annualized Gross Rent | | | | | |
Lease Expiration Year | | Number of Leases Expiring | | | Expiring GLA (2) | | | Percent of Total | | | Gross Rent in Expiring Year | | | PREIT’s Share of Gross Rent in Expiring Year (3) | | | Percent of PREIT’s Total | | | Average Expiring Gross Rent psf | |
2020 and prior | | | 1 | | | | 85,212 | | | | 1.7 | % | | | 689 | | | | 689 | | | | 2.1 | % | | | 8.08 | |
2021 | | | 7 | | | | 648,162 | | | | 13.2 | % | | | 3,977 | | | | 2,760 | | | | 8.4 | % | | | 6.14 | |
2022 | | | 7 | | | | 1,001,974 | | | | 20.3 | % | | | 3,790 | | | | 3,435 | | | | 10.5 | % | | | 3.78 | |
2023 | | | 3 | | | | 348,592 | | | | 7.1 | % | | | 1,865 | | | | 1,865 | | | | 5.7 | % | | | 5.35 | |
2024 | | | 5 | | | | 702,674 | | | | 14.3 | % | | | 6,988 | | | | 6,988 | | | | 21.4 | % | | | 9.94 | |
2025 | | | 5 | | | | 731,526 | | | | 14.8 | % | | | 2,659 | | | | 2,659 | | | | 8.1 | % | | | 3.63 | |
2026 | | | 1 | | | | 58,371 | | | | 1.2 | % | | | 861 | | | | 861 | | | | 2.6 | % | | | 14.75 | |
2028 | | | 9 | | | | 982,424 | | | | 19.9 | % | | | 6,847 | | | | 6,847 | | | | 21.0 | % | | | 6.97 | |
2029 | | | 1 | | | | 65,155 | | | | 1.3 | % | | | 2,210 | | | | 2,210 | | | | 6.8 | % | | | 33.92 | |
Thereafter | | | 5 | | | | 302,268 | | | | 6.2 | % | | | 4,367 | | | | 4,367 | | | | 13.4 | % | | | 14.45 | |
Total/Average | | | 44 | | | | 4,926,358 | | | | 100.0 | % | | $ | 34,253 | | | $ | 32,681 | | | | 100.0 | % | | $ | 28.91 | |
(1) | Only includes owned space. Excludes tenants from Fashion District Philadelphia. |
(2) | Does not include tenants occupying space under license agreements with initial terms of less than one year. The aggregate GLA of these tenants is 465,952 square feet. |
(3) | Includes our share of tenant rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments. |
21
Pennsylvania Real Estate Investment Trust
Property Information as of March 31, 2020
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | Anchor Stores Not Owned | | | Non-anchor occupied GLA | | | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital City Mall | | Camp Hill, PA | | JCPenney | | 2028 | | | 102,825 | | | Macy's | | | 120,000 | | | | 104,806 | | | | 171,835 | | | | 5,305 | | | | 616,750 | |
| | | | Dick's Sporting Goods | | 2028 | | | 61,677 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Sportsman's Warehouse | | 2031 | | | | | | | | | | | | | 50,302 | | | | | | | | | | | | | |
Cherry Hill Mall | | Cherry Hill, NJ | | Nordstrom | | 2025 | | | 138,000 | | | JCPenney | | | 174,285 | | | | 227,087 | | | | 408,612 | | | | 47,529 | | | | 1,300,113 | |
| | | | | | | | | | | | Macy's | | | 304,600 | | | | | | | | | | | | | | | | | |
Cumberland Mall | | Vineland, NJ | | Burlington | | 2021 | | | 80,983 | | | BJ's Wholesale Club | | | 117,889 | | | | 137,493 | | | | 148,260 | | | | 84,563 | | | | 950,987 | |
| | | | The Home Depot | | 2024 | | | 132,013 | | | Boscov's | | | 155,341 | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2028 | | | 50,000 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Regal Cinemas | | 2024 | | | | | | | | | | | | | 44,445 | | | | | | | | | | | | | |
Dartmouth Mall | | Dartmouth, MA | | JCPenney | | 2024 | | | 100,020 | | | Macy's | | | 140,000 | | | | 129,427 | | | | 145,982 | | | | 4,198 | | | | 608,455 | |
| | | | Burlington | | 2030 | | | 43,840 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | AMC Theaters | | 2026 | | | | | | | | | | | | | 44,988 | | | | | | | | | | | | | |
Francis Scott Key Mall | | Frederick, MD | | JCPenney | | 2021 | | | 101,293 | | | Macy's | | | 139,333 | | | | 139,863 | | | | 165,110 | | | | 37,635 | | | | 754,267 | |
| | | | Sears | | 2023 | | | 120,883 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | | | 50,150 | | | | | | | | | | | | | |
Jacksonville Mall | | Jacksonville, NC | | Belk | | 2021 | | | 72,510 | | | | | | | | | | 112,570 | | | | 121,155 | | | | 19,105 | | | | 494,945 | |
| | | | JCPenney | | 2025 | | | 51,812 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Sears | | 2021 | | | 117,793 | | | | | | | | | | | | | | | | | | | | | | | |
Lehigh Valley Mall | | Allentown, PA | | Boscov's | | 2022 | | | 164,694 | | | JCPenney | | | 207,292 | | | | 141,510 | | | | 338,082 | | | | 96,191 | | | | 1,159,769 | |
| | | | Macy's | | 2022 | | | 212,000 | | | | | | | | | | | | | | | | | | | | | | | |
Magnolia Mall | | Florence, SC | | Belk | | 2028 | | | 115,793 | | | | | | | | | | 96,175 | | | | 140,229 | | | | 15,813 | | | | 594,860 | |
| | | | Best Buy | | 2023 | | | 32,054 | | | | | | | | | | | | | | | | | | | �� | | | | |
| | | | JCPenney | | 2022 | | | 104,107 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2023 | | | | | | | | | | | | | 45,000 | | | | | | | | | | | | | |
| | | | Burlington | | 2028 | | | | | | | | | | | | | 45,689 | | | | | | | | | | | | | |
Moorestown Mall (1) | | Moorestown, NJ | | Boscov's | | 2028 | | | 202,765 | | | | | | | | | | 88,046 | | | | 182,350 | | | | 191,897 | | | | 956,978 | |
| | | | Sears | | 2022 | | | 205,591 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Regal Cinemas | | 2028 | | | | | | | | | | | | | 57,843 | | | | | | | | | | | | | |
| | | | HomeSense | | 2028 | | | 28,486 | | | | | | | | | | | | | | | | | | | | | | | |
Patrick Henry Mall | | Newport News, VA | | Dick's Sporting Goods | | 2022 | | | 50,250 | | | Dillard's | | | 144,157 | | | | 60,095 | | | | 210,859 | | | | 27,091 | | | | 717,664 | |
| | | | JCPenney | | 2020 | | | 85,212 | | | Macy's | | | 140,000 | | | | | | | | | | | | | | | | | |
Plymouth Meeting Mall | | Plymouth Meeting, PA | | Boscov's | | 2028 | | | 188,429 | | | | | | | | | | 136,418 | | | | 180,988 | | | | 152,015 | | | | 903,697 | |
| | | | Whole Foods | | 2029 | | | 65,155 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Burlington | | 2030 | | | 41,883 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | AMC Theaters | | 2027 | | | | | | | | | | | | | 48,000 | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2031 | | | | | | | | | | | | | 57,588 | | | | | | | | | | | | | |
| | | | LEGOLAND Discovery Center | | 2032 | | | | | | | | | | | | | 33,221 | | | | | | | | | | | | | |
Springfield Mall | | Springfield, PA | | | | | | | | | | Macy's | | | 192,000 | | | | 20,577 | | | | 188,175 | | | | 14,068 | | | | 610,719 | |
| | | | | | | | | | | | Target | | | 195,899 | | | | | | | | | | | | | | | | | |
Springfield Town Center | | Springfield, VA | | Macy's | | 2025 | | | 252,245 | | | JCPenney | | | 209,144 | | | | 178,772 | | | | 308,155 | | | | 78,496 | | | | 1,373,877 | |
| | | | | | | | | | | | Target | | | 180,841 | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | | | 53,891 | | | | | | | | | | | | | |
| | | | Nordstrom Rack | | 2025 | | | | | | | | | | | | | 33,107 | | | | | | | | | | | | | |
| | | | Regal Cinemas | | 2029 | | | | | | | | | | | | | 49,788 | | | | | | | | | | | | | |
| | | | Saks OFF 5th | | 2026 | | | | | | | | | | | | | 29,438 | | | | | | | | | | | | | |
The Mall at Prince Georges | | Hyattsville, MD | | JCPenney | | 2021 | | | 148,778 | | | | | | | | | | 177,988 | | | | 250,538 | | | | 15,784 | | | | 923,929 | |
| | | | Macy's | | 2023 | | | 195,655 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Target | | 2024 | | | 135,186 | | | | | | | | | | | | | | | | | | | | | | | |
22
Pennsylvania Real Estate Investment Trust
Property Information as of March 31, 2020
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | Anchor Stores Not Owned | | | Non-anchor occupied GLA | | | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley Mall | | Hagerstown, MD | | JCPenney | | 2024 | | | 157,455 | | | | | | | | | | 95,023 | | | | 238,219 | | | | 10,102 | | | | 855,173 | |
| | | | Belk | | 2028 | | | 123,094 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Regal Cinemas | | 2029 | | | | | | | | | | | | | 53,059 | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2031 | | | 60,380 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Onelife Fitness | | 2033 | | | 70,000 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Tilt Studio | | 2028 | | | 47,841 | | | | | | | | | | | | | | | | | | | | | | | |
Viewmont Mall | | Scranton, PA | | JCPenney | | 2025 | | | 193,112 | | | Macy's | | | 139,801 | | | | 65,843 | | | | 161,795 | | | | 16,098 | | | | 689,226 | |
| | | | Dick's Sporting Goods/Field & Stream | | 2028 | | | 90,000 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | HomeGoods | | 2027 | | | | | | | | | | | | | 22,577 | | | | | | | | | | | | | |
Willow Grove Park | | Willow Grove, PA | | Macy's | | 2022 | | | 225,000 | | | Bloomingdale's | | | 237,537 | | | | 129,219 | | | | 258,801 | | | | 19,727 | | | | 1,086,200 | |
| | | | Nordstrom Rack | | 2022 | | | 40,332 | | | Sears(2) | | | 175,584 | | | | | | | | | | | | | | | | | |
Woodland Mall | | Grand Rapids, MI | | Von Maur | | 2119 | | | 86,165 | | | JCPenney | | | 254,905 | | | | 162,636 | | | | 271,876 | | | | 22,194 | | | | 955,092 | |
| | | | | | | | | | | | Macy's | | | 157,316 | | | | | | | | | | | | | | | | | |
Total Core Malls | | | | | | | | | 4,495,311 | | | | | | 3,385,924 | | | | 2,922,634 | | | | 3,891,021 | | | | 857,811 | | | | 15,552,701 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Malls and Retail Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | Exton, PA | | Boscov's | | 2024 | | | 178,000 | | | Macy's | | | 181,200 | | | | 41,884 | | | | 184,643 | | | | 347,094 | | | | 991,192 | |
| | | | Round 1 | | 2026 | | | 58,371 | | | | | | | | | | | | | | | | | | | | | | | |
Fashion District Philadelphia | | Philadelphia, PA | | Burlington | | 2032 | | | 85,162 | | | | | | | | | | 104,548 | | | | 141,696 | | | | 234,014 | | | | 823,648 | |
| | | | Century 21 | | 2026 | | | 95,157 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | AMC | | 2034 | | | | | | | | | | | | | 36,535 | | | | | | | | | | | | | |
| | | | Round 1 | | 2029 | | | | | | | | | | | | | 58,080 | | | | | | | | | | | | | |
| | | | City Winery | | 2037 | | | | | | | | | | | | | 29,762 | | | | | | | | | | | | | |
| | | | H&M | | 2030 | | | | | | | | | | | | | 38,694 | | | | | | | | | | | | | |
Gloucester Premium Outlets | | Blackwood, NJ | | | | | | | | | | | | | | | | | 37,303 | | | | 264,488 | | | | 66,358 | | | | 368,149 | |
Metroplex Shopping Center | | Plymouth Meeting, PA | | Giant Food Store | | 2021 | | | 67,185 | | | Lowe's | | | 163,215 | | | | 287,753 | | | | 43,387 | | | | 54,498 | | | | 778,232 | |
| | | | | | | | | | | | Target | | | 137,514 | | | | | | | | | | | | | | | | | |
| | | | Saks OFF 5th | | 2026 | | | | | | | | | | | | | 24,680 | | | | | | | | | | | | | |
The Court at Oxford Valley | | Fairless Hills, PA | | Best Buy | | 2021 | | | 59,620 | | | BJ's Wholesale Club | | | 116,872 | | | | 249,597 | | | | 54,141 | | | | 44,164 | | | | 704,526 | |
| | | | | | | | | | | | The Home Depot | | | 130,751 | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2021 | | | | | | | | | | | | | 49,381 | | | | | | | | | | | | | |
Valley View Mall (3) | | La Crosse, WI | | JCPenney | | 2025 | | | 96,357 | | | | | | | | | | 41,667 | | | | 129,764 | | | | 250,785 | | | | 518,573 | |
Valley View Center | | La Crosse, WI | | | | | | | | | | | | | | | | | | | | | 15,272 | | | | | | | | 60,272 | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | | | 45,000 | | | | | | | | | | | | | |
Red Rose Commons | | Lancaster, PA | | | | | | | | | | The Home Depot | | | 134,558 | | | | 248,086 | | | | 15,207 | | | | - | | | | 462,883 | |
| | | | | | | | | | | | Weis Market | | | 65,032 | | | | | | | | | | | | | | | | | |
Total Other Malls and Retail Properties | | | | | | | 639,852 | | | | | | 929,142 | | | | 1,292,970 | | | | 848,598 | | | | 996,913 | | | | 4,707,475 | |
Total Portfolio | | | | | | | | | 5,135,163 | | | | | | 4,315,066 | | | | 4,215,604 | | | | 4,739,619 | | | | 1,854,724 | | | | 20,260,176 | |
|
(1) Vacant GLA includes 121,200 square feet from former Lord & Taylor store which closed in the first quarter of 2020. |
(2) Approximately 69,000 square feet of this space has been subleased to Primark. |
(3) Vacant GLA includes 100,000 square feet from former Herberger's store which closed in the third quarter of 2018. |
23
Pennsylvania Real Estate Investment Trust
Investment in Real Estate - Consolidated Properties
(in thousands)
| | March 31, 2020 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(1) | |
Core Malls | | | | | | | | | | | | | | | | | | | | |
Capital City Mall | | $ | 134,937 | | | $ | 1,897 | | | $ | 52,636 | | | $ | 84,198 | | | $ | - | |
Cherry Hill Mall | | | 479,715 | | | | 3,683 | | | | 265,110 | | | | 218,288 | | | | 268,753 | |
Cumberland Mall | | | 84,014 | | | | - | | | | 31,990 | | | | 52,024 | | | | 42,247 | |
Dartmouth Mall | | | 87,211 | | | | 3,339 | | | | 45,180 | | | | 45,370 | | | | 58,288 | |
Francis Scott Key Mall | | | 98,078 | | | | - | | | | 43,926 | | | | 54,152 | | | | 68,469 | |
Jacksonville Mall | | | 93,566 | | | | - | | | | 40,918 | | | | 52,648 | | | | - | |
Magnolia Mall | | | 107,165 | | | | 2 | | | | 50,282 | | | | 56,885 | | | | - | |
Moorestown Mall | | | 184,680 | | | | 3,243 | | | | 74,752 | | | | 113,171 | | | | - | |
Patrick Henry Mall | | | 156,553 | | | | - | | | | 74,259 | | | | 82,294 | | | | 88,910 | |
Plymouth Meeting Mall | | | 229,106 | | | | 9,626 | | | | 101,844 | | | | 136,888 | | | | - | |
The Mall at Prince Georges | | | 143,485 | | | | 1,872 | | | | 65,467 | | | | 79,890 | | | | - | |
Springfield Town Center | | | 496,292 | | | | - | | | | 71,011 | | | | 425,281 | | | | - | |
Valley Mall | | | 145,547 | | | | 2,290 | | | | 49,424 | | | | 98,413 | | | | - | |
Viewmont Mall | | | 121,750 | | | | - | | | | 50,785 | | | | 70,965 | | | | 67,185 | |
Willow Grove Park | | | 232,911 | | | | 32,650 | | | | 107,306 | | | | 158,255 | | | | 156,444 | |
Woodland Mall | | | 260,118 | | | | 22,883 | | | | 80,814 | | | | 202,187 | | | | 123,840 | |
Total Core Malls | | | 3,055,128 | | | | 81,485 | | | | 1,205,704 | | | | 1,930,909 | | | | 874,136 | |
| | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | | 48,974 | | | | - | | | | 11,868 | | | | 37,106 | | | | - | |
Valley View Mall | | | 36,191 | | | | - | | | | 13,085 | | | | 23,106 | | | | 27,429 | |
Total Non-Core Malls | | | 85,165 | | | | - | | | | 24,953 | | | | 60,212 | | | | 27,429 | |
| | | | | | | | | | | | | | | | | | | | |
Total Malls | | $ | 3,140,293 | | | $ | 81,485 | | | $ | 1,230,657 | | | $ | 1,991,121 | | | $ | 901,565 | |
Other Properties | | | | | | | | | | | | | | | | | | | | |
Land held for development | | | 5,881 | | | | - | | | | - | | | | 5,881 | | | | - | |
Total Other Properties | | $ | 5,881 | | | $ | - | | | $ | - | | | $ | 5,881 | | | $ | - | |
Total Investment in Real Estate | | $ | 3,146,174 | | | $ | 81,485 | | | $ | 1,230,657 | | | $ | 1,997,002 | | | $ | 901,565 | |
| | | | | | | | | | | | | | | | | | | | |
Outparcels/land parcels held for sale | | | | | | | | | | | | | | | | | | | | |
Jacksonville Mall | | | 725 | | | | - | | | | 446 | | | | 279 | | | | - | |
Magnolia Mall | | | 1,409 | | | | - | | | | 653 | | | | 756 | | | | - | |
Moorestown Mall | | | 434 | | | | - | | | | - | | | | 434 | | | | - | |
Valley Mall | | | 3,959 | | | | - | | | | 1,366 | | | | 2,593 | | | | - | |
Woodland Mall | | | 1,116 | | | | - | | | | - | | | | 1,116 | | | | - | |
Total held for sale | | $ | 7,643 | | | $ | - | | | $ | 2,465 | | | $ | 5,178 | | | $ | - | |
(1) | Refer to page 31 for further debt information. |
24
Pennsylvania Real Estate Investment Trust
Investment in Real Estate – Equity Method Investments at Ownership Share
(in thousands)
| | March 31, 2020 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(2) | |
Unconsolidated Malls | | | | | | | | | | | | | | | | | | | | |
Fashion District Philadelphia(1) | | $ | 223,544 | | | $ | 109,982 | | | $ | (12,278 | ) | | $ | 321,248 | | | $ | 150,500 | |
Lehigh Valley Mall | | | 49,513 | | | | 5,836 | | | | (28,833 | ) | | | 26,516 | | | | 96,400 | |
Springfield Mall | | | 58,727 | | | | 60 | | | | (24,383 | ) | | | 34,404 | | | | 30,226 | |
Total Unconsolidated Malls | | $ | 331,784 | | | $ | 115,878 | | | $ | (65,494 | ) | | $ | 382,168 | | | $ | 277,126 | |
| | | | | | | | | | | | | | | | | | | | |
Unconsolidated Other Retail Properties | | | | | | | | | | | | | | | | | | | | |
Gloucester Premium Outlets | | | 27,497 | | | | 585 | | | | (4,946 | ) | | | 23,136 | | | | 21,500 | |
Metroplex Shopping Center | | | 43,031 | | | | 282 | | | | (26,168 | ) | | | 17,145 | | | | 37,404 | |
The Court at Oxford Valley | | | 29,138 | | | | 5 | | | | (13,527 | ) | | | 15,616 | | | | 26,647 | |
Red Rose Commons | | | 14,216 | | | | 8 | | | | (4,394 | ) | | | 9,830 | | | | 12,858 | |
Total Unconsolidated Other Retail Properties | | $ | 113,882 | | | $ | 880 | | | $ | (49,035 | ) | | $ | 65,727 | | | $ | 98,409 | |
Unconsolidated Property Under Development | | | | | | | | | | | | | | | | | | | | |
Pavilion at Market East | | | 6,346 | | | | 793 | | | | (2,394 | ) | | | 4,745 | | | | 3,109 | |
Total Investment in Real Estate | | $ | 452,012 | | | $ | 117,551 | | | $ | (116,923 | ) | | $ | 452,640 | | | $ | 378,644 | |
(1) | CIP includes $34.7 million of existing building shell that was reclassified from operating properties. |
(2) | Refer to page 31 for further debt information. |
25
Pennsylvania Real Estate Investment Trust
Anchor Replacement Summary
March 31, 2020
Property | Former Anchors | GLA (in '000's) | Date Closed | | Decommission Date | Replacement Tenant(s) | GLA (in '000's) | Actual/Targeted Occupancy Date |
Completed: |
Dartmouth Mall | Sears | 108 | Q3 19 | | Q3 19 | Burlington | 44 | Q1 20 |
Moorestown Mall | Macy's | 200 | Q1 17 | | Q2 17 | HomeSense | 28 | Q3 18 |
| | | | | | Five Below | 9 | Q4 18 |
| | | | | | Sierra Trading Post | 19 | Q1 19 |
| | | | | | Michael's | 25 | Q1 20 |
Valley Mall | Macy's | 120 | Q1 16 | | Q4 17 | Tilt Studio | 48 | Q3 18 |
| | | | | | One Life Fitness | 70 | Q3 18 |
| Bon-Ton | 123 | Q1 18 | | Q1 18 | Belk | 123 | Q4 18 |
| Sears | 72 | Q3 17 | | Q2 18 | Dick's Sporting Goods | 57 | Q1 20 |
Plymouth Meeting Mall | Macy's(1) | 215 | Q1 17 | | Q2 17 | Burlington | 42 | Q3 19 |
| | | | | | Dick's Sporting Goods | 58 | Q3 19 |
| | | | | | Miller's Ale House | 8 | Q3 19 |
| | | | | | Edge Fitness | 38 | Q4 19 |
| | | | | | Michael's | 26 | Q1 20 |
Willow Grove Park | JC Penney | 125 | Q3 17 | | Q1 18 | Yard House | 8 | Q4 19 |
In Progress: | | | | | | | | |
Willow Grove Park | JC Penney | See above | | | | Studio Movie Grill | 49 | (2) |
| (1) | Property is subject to a ground lease. |
| (2) | Timing of occupancy has not yet been determined due to uncertainty around duration of buildout due to COVID-19 restrictions on construction. |
26
Pennsylvania Real Estate Investment Trust
Property Redevelopment Table as of March 31, 2020
Name Of Project and Location | | Total Project Cost | | PREIT's Investment To Date | | Targeted Return On Incremental Investment | | Construction Start Date | | Expected Construction Completion | | Expected Stabilization Year | | Percentage Leased Or Negotiating | |
Anchor replacements: | | | | | | | | | | | | | | | | |
Dartmouth Mall | |
Dartmouth, MA | | $12-13 | | $12.2 | | 4.0-8.0% (1) | | 2019 | | 2020 | | 2022 | | 49% | |
Includes Burlington as lead replacement for Sears as well as several outparcel opportunities. | |
| | | | | | | | | | | | | | | | |
Valley Mall | | | | | | | | | | | | | | | | |
Hagerstown, MD | | $23-24 | | $19.1 | | 6.5-7.0% | | 2019 | | 2020 | | 2021 | | 68% | |
Include Dick's Sporting Goods as replacement for Sears as well as other tenant opportunities. | |
| | | | | | | | | | | | | | | | |
Willow Grove Park Mall | | | | | | | | | | | | | | | | |
Willow Grove, PA | | $27-28 | | $36.3 (2) | | 7.5-8.0% | | 2018 | | 2020 | | 2022 | | 52% | |
Addition of Studio Movie Grill, offering movies and in-theater dining, with other dining and entertainment tenants planned in former JC Penney box. | |
(1) | High end of targeted return on incremental investment includes revenues from additional inline stores and outparcel opportunities. Additional capital expenditures will be required to achieve these returns. |
(2) | Includes $13.7 million of investments in real estate from the former JC Penney box. |
27
Pennsylvania Real Estate Investment Trust
Capital Expenditures
Three Months Ended March 31, 2020
(in thousands)
| | Three Months Ended March 31, 2020 | | |
| | Consolidated | | | PREIT's Share of Equity Method Investments | | | Total | | |
Redevelopment projects with incremental GLA and/or anchor replacement (1) | | $ | 14,924 | | | $ | 10,766 | | | $ | 25,690 | | |
Tenant allowances | | | 1,017 | | | | - | | | | 1,017 | | |
Recurring capital expenditures: | | | | | | | | | | | | | |
CAM expenditures | | | 947 | | | | 9 | | | | 956 | | |
Non-CAM expenditures | | | 61 | | | | 17 | | | | 78 | | |
Total recurring capital expenditures | | | 1,008 | | | | 26 | | | | 1,034 | | |
Total | | $ | 16,949 | | | $ | 10,792 | | | $ | 27,741 | | |
(1) | Net of any tenant reimbursements, parcel sales, tax credits or other incentives. |
28
Pennsylvania Real Estate Investment Trust
Debt Analysis as of March 31, 2020
(in thousands)
| | Outstanding Debt | |
| | Fixed Rate (1) | | | % of Total Indebtedness | | | Variable Rate | | | % of Total Indebtedness | | | Total | | | % of Total Indebtedness | |
Consolidated mortgage loans payable (2) | | $ | 884,236 | | | | 41.8 | % | | $ | 13,854 | | | | 0.7 | % | | $ | 898,090 | | | | 42.5 | % |
Unconsolidated mortgage loans payable (3) | | $ | 202,471 | | | | 9.6 | % | | $ | 24,584 | | | | 1.1 | % | | | 227,055 | | | | 10.7 | % |
Consolidated Term Loans (4) | | | 550,000 | | | | 26.0 | % | | | - | | | | 0.0 | % | | | 550,000 | | | | 26.0 | % |
Unconsolidated Term Loan (5) | | | - | | | | 0.0 | % | | | 150,500 | | | | 7.1 | % | | | 150,500 | | | | 7.1 | % |
2018 Revolving Facility | | | - | | | | 0.0 | % | | | 289,000 | | | | 13.7 | % | | | 289,000 | | | | 13.7 | % |
Total Outstanding Debt | | $ | 1,636,707 | | | | 77.4 | % | | $ | 477,938 | | | | 22.6 | % | | $ | 2,114,645 | | | | 100.0 | % |
Average Stated Interest Rate | | | 4.15 | % | | | | | | | 3.23 | % | | | | | | | 3.90 | % | | | | |
(1) | Includes variable rate debt swapped to fixed rate debt. |
(2) | Excludes deferred financing costs of $1,595. |
(3) | Reflects our share of mortgage debt of equity method investees. Excludes our share of deferred financing costs of $695. |
(4) | Excludes deferred financing costs of $1,784. |
(5) | Reflects our share of Term Loan debt of equity method investee. Excludes our share of deferred financing costs of $1,560. |
| | | | Average Debt Balance | |
| | | | Mortgage Debt | | | Revolving Facility | | | Term Loans | | | Total | |
Beginning Balance | | 12/31/2019 | | $ | 1,129,708 | | | $ | 255,000 | | | $ | 700,500 | | | $ | 2,085,208 | |
2018 Revolving Facility Borrowing | | 1/31/2020 | | | - | | | | 5,000 | | | | - | | | | 5,000 | |
2018 Revolving Facility Borrowing | | 2/26/2020 | | | - | | | | 7,000 | | | | - | | | | 7,000 | |
2018 Revolving Facility Borrowing | | 3/13/2020 | | | - | | | | 22,000 | | | | - | | | | 22,000 | |
Mortgage loan amortization, including our share of debt of equity method investees | | 3/31/2020 | | | (4,563 | ) | | | - | | | | - | | | | (4,563 | ) |
Ending Balance | | 3/31/2020 | | $ | 1,125,145 | | | $ | 289,000 | | | $ | 700,500 | | | $ | 2,114,645 | |
Weighted Average Balance | | | | $ | 1,128,455 | | | $ | 265,264 | | | $ | 700,500 | | | $ | 2,094,219 | |
(continued on next page)
29
Pennsylvania Real Estate Investment Trust
Debt Analysis as of March 31, 2020
(in thousands)
Debt Maturities(1) | |
Year | | Scheduled Amortization | | | Deferred Financing Cost Amortization - Mortgages | | | Mortgage Balance at Initial Maturity Date | | | 2018 Revolving Facility | | | Term Loans | | | Deferred Financing Cost Amortization - Term Loans | | | Total Debt | |
2020 | | $ | 16,080 | | | $ | (764 | ) | | $ | 27,161 | | | $ | - | | | $ | - | | | $ | (870 | ) | | $ | 41,607 | |
2021 | | | 21,910 | | | | (625 | ) | | | 229,955 | | | | - | | | | 250,000 | | | | (1,137 | ) | | | 500,103 | |
2022 | | | 17,201 | | | | (301 | ) | | | 377,489 | | | | 289,000 | | | | - | | | | (726 | ) | | | 682,663 | |
2023 | | | 10,204 | | | | (195 | ) | | | 86,801 | | | | - | | | | 450,500 | | | | (209 | ) | | | 547,101 | |
2024 | | | 9,291 | | | | (185 | ) | | | - | | | | - | | | | - | | | | (75 | ) | | | 9,031 | |
Thereafter | | | 11,619 | | | | (220 | ) | | | 317,434 | | | | - | | | | - | | | | (325 | ) | | | 328,508 | |
| | $ | 86,305 | | | $ | (2,290 | ) | | $ | 1,038,840 | | | $ | 289,000 | | | $ | 700,500 | | | $ | (3,344 | ) | | $ | 2,109,011 | |
(1) | The weighted average period to total debt maturity is 2.85 years, excluding extension options. Includes 100% of revolver, term loan and mortgage loan debt from consolidated properties and our share of term loan and mortgage loan debt of equity method investees. |
Weighted Average Mortgage Interest Rates | |
Year | | Balance (1) | | | Interest Rate | |
2020 | | $ | 27,319 | | | | 5.95 | % |
2021 | | | 232,976 | | | | 3.64 | % |
2022 | | | 399,621 | | | | 4.10 | % |
2023 | | | 95,202 | | | | 4.37 | % |
2024 | | | - | | | - | |
Thereafter | | | 370,028 | | | | 4.08 | % |
Total | | $ | 1,125,145 | | | | 4.07 | % |
(1) | Includes our share of debt of equity method investees. |
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Pennsylvania Real Estate Investment Trust
Debt Schedule as of March 31, 2020
(in thousands)
| | Debt | | | Interest Rate | | | Annual Debt Service | | | Balance at Maturity | | | Initial Maturity Date | | Fully Extended Maturity Date |
Fixed Rate Mortgage Loans | | | | | | | | | | | | | | | | | | | | |
Valley View Mall | | $ | 27,319 | | | | 5.95 | % | | $ | 2,290 | | | $ | 27,161 | | | July 2020 | | July 2020 |
Viewmont Mall (1) | | | 57,000 | | | | 3.73 | % | | | 2,126 | | | | - | | | March 2021 | | March 2021 |
Woodland Mall (1) | | | 123,420 | | | | 3.02 | % | | | 5,401 | | | | 121,600 | | | April 2021 | | April 2021 |
Red Rose Commons (2) | | | 12,780 | | | | 5.14 | % | | | 978 | | | | 12,379 | | | July 2021 | | July 2021 |
The Court at Oxford Valley (2) | | | 26,506 | | | | 5.56 | % | | | 2,058 | | | | 25,782 | | | July 2021 | | July 2021 |
Cumberland Mall | | | 41,984 | | | | 4.40 | % | | | 3,433 | | | | 38,157 | | | August 2022 | | August 2022 |
Cherry Hill Mall | | | 267,668 | | | | 3.90 | % | | | 16,980 | | | | 251,120 | | | September 2022 | | September 2022 |
Francis Scott Key Mall (1) | | | 64,800 | | | | 5.01 | % | | | 3,244 | | | | - | | | January 2022 | | January 2023 |
Dartmouth Mall | | | 58,036 | | | | 3.97 | % | | | 3,825 | | | | 53,299 | | | April 2023 | | April 2023 |
Metroplex Shopping Center (2) | | | 37,166 | | | | 5.00 | % | | | 2,818 | | | | 33,502 | | | October 2023 | | October 2023 |
Patrick Henry Mall | | | 88,449 | | | | 4.35 | % | | | 5,748 | | | | 77,591 | | | July 2025 | | July 2025 |
Springfield Mall (2) | | | 30,074 | | | | 4.45 | % | | | 1,964 | | | | 26,299 | | | October 2025 | | October 2025 |
Willow Grove Park | | | 155,560 | | | | 3.88 | % | | | 9,599 | | | | 133,754 | | | October 2025 | | October 2025 |
Lehigh Valley Mall (2) | | | 95,945 | | | | 4.06 | % | | | 5,768 | | | | 79,789 | | | November 2027 | | November 2027 |
Total Fixed Rate Mortgage Loans | | $ | 1,086,707 | | | | 4.09 | % | | $ | 66,245 | | | $ | 880,433 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Variable Rate Mortgage Loans | | | | | | | | | | | | | | | | | | | | |
Pavilion East Associates (2) | | $ | 3,084 | | | | 3.73 | % | | $ | 215 | | | $ | 3,009 | | | February 2021 | | February 2021 |
Viewmont Mall | | | 10,185 | | | | 3.93 | % | | | 398 | | | | 67,185 | | | March 2021 | | March 2021 |
Gloucester Premium Outlets (2) | | | 21,500 | | | | 3.08 | % | | | 663 | | | | 21,500 | | | March 2022 | | March 2023 |
Francis Scott Key Mall | | | 3,669 | | | | 4.18 | % | | | 153 | | | | 66,712 | | | January 2022 | | January 2023 |
Total Variable Rate Mortgage Loans | | $ | 38,438 | | | | 3.46 | % | | $ | 1,429 | | | $ | 158,406 | | | | | |
Total Mortgage Loans | | $ | 1,125,145 | | | | 4.07 | % | | $ | 67,674 | | | $ | 1,038,839 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Consolidated Mortgage Loans | | $ | 898,090 | | | | 3.98 | % | | $ | 53,197 | | | $ | 836,579 | | | | | |
Consolidated Deferred Financing Fees | | | (1,595 | ) | | n/a | | | n/a | | | n/a | | | | | |
Unconsolidated Mortgage Loans | | | 227,055 | | | | 4.40 | % | | | 14,464 | | | | 202,260 | | | | | |
Unconsolidated Deferred Financing Fees (2) | | | (695 | ) | | n/a | | | n/a | | | n/a | | | | | |
2014 7 Year Term Loan (1) | | | 250,000 | | | | 4.07 | % | | | 10,008 | | | | 250,000 | | | December 2021 | | December 2021 |
2018 5 Year Term Loan (1) | | | 300,000 | | | | 4.44 | % | | | 13,327 | | | | 300,000 | | | May 2023 | | May 2023 |
Unconsolidated Term Loan | | | 150,500 | | | | 3.58 | % | | | 5,390 | | | | 150,500 | | | January 2023 | | January 2023 |
Term Loan Deferred Financing Fees | | | (3,344 | ) | | n/a | | | n/a | | | n/a | | | | | |
2018 Revolving Facility | | | 289,000 | | | | 2.81 | % | | | 8,126 | | | | 289,000 | | | May 2022 | | May 2023 |
Total | | $ | 2,109,011 | | | | 3.90 | % | | $ | 104,512 | | | $ | 2,028,339 | | | | | |
Amortization of Deferred Financing Fees | | — | | | | 0.00 | % | | — | | | — | | | | | |
Effective Interest Rate | | $ | 2,109,011 | | | | 3.90 | % | | $ | 104,512 | | | $ | 2,028,339 | | | | | |
(1) | All or a portion of the loan has been effectively swapped to the fixed interest rate presented. |
(2) | Includes our share of debt of equity method investees, based on our ownership percentage. |
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Pennsylvania Real Estate Investment Trust
Selected Debt Ratios (1)
| March 31, 2020 | |
Consolidated Liabilities to Gross Asset Value | | 63.35 | % |
Ratio of Consolidated Liabilities to Gross Asset Value shall not exceed 65% | | | |
Secured Indebtedness to Gross Asset Value | | 36.26 | % |
Secured Indebtedness to Gross Asset Value may not exceed 60% | | | |
Adjusted EBITDA to Fixed Charges | | 1.49 | |
Adjusted EBITDA may not be less than 1.40 to 1.00 | | | |
Unencumbered Adjusted NOI to Unsecured Interest Expense | 3.03 | |
Unencumbered Adjusted NOI to Unsecured Interest Expense may not be less than 1.75 to 1.00 | | | |
Unencumbered Debt Yield | | 10.78 | % |
Ratio of Unencumbered Adjusted NOI to Unsecured Debt may not be less than 10% | | | |
(1) | The 2018 Revolving Facility Agreement, as amended, and 2018 Term Loan Agreement, as amended, each dated May 24, 2018, and the 7-Year 2014 Term Loan Agreement, as amended, dated June 5, 2018 (collectively, the "Credit Facility Agreements"), contain identical affirmative and negative covenants customarily found in such agreements, including requirements that the Company, on a consolidated basis, maintain certain financial ratios. All capitalized terms used on this page have the meanings ascribed to such terms in the Credit Facility Agreements. In addition to the ratios set forth herein, there are several other ratios set forth in the covenants under the Credit Facility Agreements with which the Company must comply, which are described in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. The Credit Facility Agreements were amended on March 30, 2020, and the covenants and ratios, as amended, are described in the Company’s current report on Form 8-K filed March 31, 2020. |
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Pennsylvania Real Estate Investment Trust
Forward Looking Statements
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, together with other statements and information publicly disseminated by us, contain certain forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “project,” “intend,” “may” or similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters, including our expectations regarding the impact of COVID-19 on our business, that are not historical facts. These forward-looking statements reflect our current views about future events, achievements, results, cost reductions, dividend payments and the impact of COVID-19 and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. In particular, our business might be materially and adversely affected by the following:
| • | the COVID-19 global pandemic and the public health and governmental actions in response, which have and may continue to exacerbate many of the risks listed below; |
| • | our ability to implement plans and initiatives to adequately address the “going concern” considerations described in Note 1 to our unaudited consolidated financial statements; |
| • | changes in the retail and real estate industries, including consolidation and store closings, particularly among anchor tenants; |
| • | current economic conditions and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions; |
| • | our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; |
| • | our ability to maintain and increase property occupancy, sales and rental rates; |
| • | increases in operating costs that cannot be passed on to tenants; |
| • | the effects of online shopping and other uses of technology on our retail tenants; |
| • | risks related to our development and redevelopment activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates; |
| • | acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; |
| • | our ability to sell properties that we seek to dispose of or our ability to obtain prices we seek; |
| • | potential losses on impairment of certain long-lived assets, such as real estate, including losses that we might be required to record in connection with any disposition of assets; |
| • | our substantial debt and the liquidation preference of our preferred shares and our high leverage ratio and our ability to remain in compliance with our financial covenants under our debt facilities; |
| • | our ability to refinance our existing indebtedness when it matures, on favorable terms or at all; |
| • | our ability to satisfy our indebtedness if such indebtedness were to be accelerated due to breach of covenants or payment default, as well as our ability to satisfy any other debt that was accelerated as a consequence; |
| • | our ability to raise capital, including through sales of properties or interests in properties and through the issuance of equity or equity-related securities if market conditions are favorable; |
| • | our ability to continue to pay dividends at current levels or at all; and |
| • | potential dilution from any capital raising transactions or other equity issuances. |
Additional factors that might cause future events, achievements or results to differ materially from those expressed or implied by our forward-looking statements include those discussed herein and in our Annual Report on Form 10-K for the year ended December 31, 2019 in the section entitled “Item 1A. Risk Factors,” in our Current Report on Form 8-K filed on May 11, 2020 and in any subsequent reports we file with the SEC. We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
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Pennsylvania Real Estate Investment Trust
Definitions
Funds From Operations (FFO)
The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO, which is a non-GAAP measure commonly used by REITs, as net income (computed in accordance with GAAP) excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We compute FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do. NAREIT’s established guidance provides that excluding impairment write downs of depreciable real estate is consistent with the NAREIT definition.
FFO is a commonly used measure of operating performance and profitability among REITs. We use FFO and FFO per diluted share and unit of limited partnership interest in our operating partnership (“OP Unit”) and, when applicable, related measures such as Funds From Operations, as adjusted, in measuring our performance against our peers and as one of the performance measures for determining incentive compensation amounts earned under certain of our performance-based executive compensation programs.
FFO does not include gains and losses on sales of operating real estate assets or impairment write downs of depreciable real estate, which are included in the determination of net income in accordance with GAAP. Accordingly, FFO is not a comprehensive measure of our operating cash flows. In addition, since FFO does not include depreciation on real estate assets, FFO may not be a useful performance measure when comparing our operating performance to that of other non-real estate commercial enterprises. We compensate for these limitations by using FFO in conjunction with other GAAP financial performance measures, such as net income and net cash provided by operating activities, and other non-GAAP financial performance measures, such as NOI. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. We believe that net income is the most directly comparable GAAP measurement to FFO.
When applicable, we also present Funds From Operations, as adjusted, and Funds From Operations per diluted share and OP Unit, as adjusted, which are non-GAAP measures, to show the effect of such items as gain or loss on debt extinguishment (including accelerated amortization of financing costs), impairment of assets, provision for employee separation expense and insurance recoveries or losses, net, which can have a significant effect on our results of operations, but are not, in our opinion, indicative of our operating performance. We also present FFO on a further adjusted basis to isolate the impact on FFO caused by property dispositions.
We believe that FFO is helpful to management and investors as a measure of operating performance because it excludes various items included in net income that do not relate to or are not indicative of operating performance, such as gains on sales of operating real estate and depreciation and amortization of real estate, among others. We believe that Funds From Operations, as adjusted, is helpful to management and investors as a measure of operating performance because it adjusts FFO to exclude items that management does not believe are indicative of our operating performance, such as provision for employee separation expense and accelerated amortization of financing costs.
Net Operating Income (NOI)
NOI (a non-GAAP measure) is derived from real estate revenue (determined in accordance with GAAP, including lease termination revenue), minus property operating expenses (determined in accordance with GAAP), plus our pro rata share of revenue and property operating expenses of our unconsolidated partnership investments. NOI excludes other income, general and administrative expenses, insurance recoveries, employee separation expenses, interest expense, depreciation and amortization, impairment of assets, gains/ adjustment to gains on sale of interest in non operating real estate, gain on sales of interest in real estate by equity method investee, gains/ losses on sales of interests in real estate, net, gain or loss on debt extinguishment, and project costs and other expenses. We believe that net income is the most directly comparable GAAP measure to NOI.
We believe that NOI is helpful to management and investors as a measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI and related terms, like Same Store NOI, as performance measures for determining incentive compensation amounts under certain of our performance-based incentive compensation programs.
Same Store NOI
Same Store NOI is calculated using retail properties owned for the full periods presented and excludes properties acquired, disposed, under redevelopment or designated as non-core during the periods presented. In 2018, Wyoming Valley Mall was designated as non-core and subsequently conveyed to the lender in September 2019. In 2019, Exton Square and Valley View Malls, as well as power centers and Gloucester Premium Outlets, were designated as non-core and will be excluded from Same Store NOI. Non Same Store NOI is calculated using the retail properties excluded from the calculation of Same Store NOI.
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Funds Available for Distribution (FAD)
FAD is a measure of a real estate company’s cash flows generated by operations and capacity to pay dividends. The Company calculates FAD by starting with FFO as adjusted and subtracting (1) straight-line rent, (2) normalized recurring capital expenditures that are capitalized but necessary to maintain our properties, (3) operational tenant allowances, (4) capitalized leasing costs, (5) non-cash compensation charges, and (6) amortization of above- and below-market lease intangibles.
We believe that net income is the most directly comparable GAAP measurement to FAD. We believe FAD provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flow from operating activities determined in accordance with GAAP, as presented in our consolidated financial statements. The computation of FAD may not be comparable to FAD reported by other REITs or real estate companies and FAD does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, or as an alternative to net cash flow from operating activities (determined in accordance with GAAP), as a measure of our liquidity.
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre)
NAREIT defines Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), which is a non-GAAP measure, as net income (computed in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization; plus or minus losses and gains on the disposition of depreciated property, including losses/ gains on change in control; plus impairment write downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate; plus or minus adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. We compute EBITDAre in accordance with the standards established by NAREIT, which may not be comparable to EBITDAre reported by other REITs that do not define the term in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do.
EBITDAre does not include interest expense, income tax expense, gains or losses on sales of operating real estate or impairment writedowns of depreciable real estate, which are included in the determination of net income in accordance with GAAP. Accordingly, EBITDAre is not a comprehensive measure of our operating cash flows. EBITDAre does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. We believe that net income is the most directly comparable GAAP measurement to EBITDAre.
We believe that EBITDAre is helpful to management and investors as a measure of operating performance because it provides an additional performance measure to management and investors to facilitate the evaluation and comparison of the Company to other REITs and to other non-real estate commercial enterprises.
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