Exhibit 99.1
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Supplemental Financial and Operating Information
June 30, 2020
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www.preit.com
NYSE: PEI
NYSE: PEIPRB, PEIPRC, PEIPRD
Pennsylvania Real Estate Investment Trust
Supplemental Financial and Operating Information
June 30, 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 and Six Months Ended June 30, 2020 | 5 |
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Market Capitalization and Capital Resources | 6 |
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Operating Results | |
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Statements of Operations – Three and Six Months Ended June 30, 2020 and 2019 | 7 |
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Computation of Earnings Per Share | 8 |
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Reconciliation of Net Operating Income and EBITDAre – Three and Six Months Ended June 30, 2020 and 2019 | 9 |
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Reconciliation of Net Income (Loss) (GAAP Measure) to Net Operating Income from Consolidated Properties (Non-GAAP Measure) - Three Months Ended June 30, 2020 and 2019 | 10 |
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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 June 30, 2020 and 2019 | 11 |
Reconciliation of Net Income (Loss) (GAAP Measure) to Net Operating Income from Consolidated Properties (Non-GAAP Measure) - Six Months Ended June 30, 2020 and 2019 | 12 |
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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) - Six Months Ended June 30, 2020 and 2019 | 13 |
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Reconciliation of Funds From Operations and Funds Available for Distribution – Three and Six Months Ended June 30, 2020 and 2019 | 14 |
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Condensed Consolidated Balance Sheet | 16 |
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Assets and Liabilities - Equity Method Investments, at Ownership Share | 17 |
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Operating Statistics | |
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Leasing Activity Summary – Three and Six Months Ended June 30, 2020 | 18 |
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Summarized Sales and Rent Per Square Foot and Occupancy Percentages | 20 |
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Mall Occupancy Percentage and Sales Per Square Foot | 21 |
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Top Twenty Tenants | 22 |
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Lease Expirations | 23 |
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Property Information | 24 |
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Balance Sheet | |
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Investment in Real Estate - Consolidated Properties | 26 |
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Investment in Real Estate - Equity Method Investments at Ownership Share | 27 |
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Capital Expenditures – Three and Six Months Ended June 30, 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 Second Quarter 2020 Results
Operations suspended for an average of 86 days
Results reflect closure for majority of quarter
All malls reopened as of July 3, 2020
Philadelphia, August 10, 2020 - PREIT (NYSE: PEI) today reported results for the three and six months ended June 30, 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 June 30, | | | Six Months Ended June 30, | |
(per share amounts) | | 2020 | | | 2019 | | | 2020 | | | | | 2019 | |
Net income (loss) - basic and diluted | | $ | (0.38 | ) | | $ | (0.17 | ) | | $ | (0.64 | ) | | | | $ | (0.47 | ) |
FFO | | $ | (0.06 | ) | | $ | 0.24 | | | $ | 0.08 | | | | | $ | 0.41 | |
FFO, as adjusted | | $ | (0.06 | ) | | $ | 0.22 | | | $ | 0.09 | | | | | $ | 0.48 | |
FFO from assets sold in 2019 | | $ | - | | | $ | (0.01 | ) | | $ | - | | | | | $ | (0.02 | ) |
FFO, as adjusted for assets sold | | $ | (0.06 | ) | | $ | 0.21 | | | $ | 0.09 | | | | | $ | 0.46 | |
“We continue to be appreciative of our PREIT associates for executing on all aspects of our plan to get through this challenging period. Our resolve in creating the best overall consumer experience remains,” said Joseph F. Coradino, Chairman and CEO of PREIT. “Long before this pandemic hit, we were responding to changes in consumer behavior. Our properties have superior market positioning as dominant retail hubs and we believe they will continue to gain market share as we strengthen them into commerce districts that include apartments, hotels, storage and last-mile fulfillment, medical and other uses. Our go-forward capital allocation priorities are to ensure that only the best opportunities to bolster our underlying earnings stream are pursued.”
| • | Same Store NOI, excluding lease termination revenue, decreased 36.6% for the three months ended June 30, 2020 compared to June 30, 2019. |
| • | The quarter was impacted by a decrease in revenue of $20.1 million primarily resulting from bankruptcies and related store closings, an increase in credit losses for challenged tenants, the accounting for rental abatements as well as decreased percentage sales revenue resulting from mall closures related to the COVID-19 pandemic. |
| • | Core Mall total occupancy was 92.4%, a decrease of 130 basis points compared to June 30, 2019. Core Mall non-anchor occupancy declined by only 40 basis points from last year despite the impact from bankruptcies and chain liquidations that resulted in 12 store closures for an aggregate 59,000 square feet during the first six months of 2020. |
| • | Non-anchor Leased space, at 90.3%, exceeds occupied space by 80 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 were 2.3% for spaces less than 10,000 square feet. |
| • | The Company continues to make progress on liquidity-generating capital transactions including its multifamily and hotel land sales and the multi-property sale-leaseback transaction. During June, the Company completed the remaining outparcel sales, generating $14.4 million. |
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| • | On July 27, 2020, the Company executed amendments to its Senior Credit Facilities that, among other things, suspended certain financial covenants effective as of June 30, 2020 until August 31, 2020, subject to extension until September 30, 2020 if the Company meets certain conditions. The Company continues its discussions with lenders to agree upon a longer-term financing solution before August 31, 2020. |
Leasing and Redevelopment
| • | Excluding Fashion District Philadelphia, 197,000 square feet of leases are signed for 2020 openings, which is expected to contribute annual gross rent of $11.7 million. |
| • | Key openings at recent redevelopment completions continue including: Kate Spade, Industrious and Francesca’s at Fashion District Philadelphia; Talbot’s Outlet, Restore Cryotherapy and Plymouth Performing Arts Center at Plymouth Meeting Mall; and Sephora and Jamba at Woodland Mall. |
Property Re-openings and COVID-19 Response
| • | As of July 3, 2020, all of PREIT’s malls have re-opened, excluding certain prohibited uses that vary by state. |
| • | Core mall physical in-line occupancy registered 83.1% as of August 7, 2020. |
| • | Core mall traffic at comparable properties is approximately 68% of 2019 non-holiday averages. |
| • | Cash collections for April through July totaled 53% of billings. |
| • | Deferral agreements have been reached with 60% of PREITs key national tenants by number. |
| • | As part of the Company’s plan to improve liquidity during the COVID-19 crisis, the Company has executed on corporate actions: In addition to previous one-time savings in G&A and operating expenses totaling $4.7 million, PREIT made permanent overhead reductions, that are expected to save the Company approximately $4.0 million annually in G&A expenses. Planned 2020 capital spending was reduced by $26 million. We also received deferral on approximately $11.6 million in real estate tax payments and entered into agreements that provide for forbearance or loan modifications on mortgage loans for eight of our properties. |
| • | In continuous support of its tenants, PREIT has developed and implemented its own contactless pick up solution, Mall2Go, and has developed a branded parking lot activation series, Park and Play, that will result in nearly two dozen events being held between late July and mid-September across its portfolio. |
| • | 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. |
| • | Shop Local webpages were developed by PREIT, aggregating ecommerce sites for all the small businesses throughout our portfolio. The offerings highlighted these businesses 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 businesses 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 June 30, 2020 and 2019:
| • | Net loss attributable to PREIT common shareholders was $29.2 million, or $0.38 per basic and diluted share for the three months ended June 30, 2020, compared to net loss attributable to PREIT common shareholders of $12.6 million, or $0.17 per basic and diluted share for the three months ended June 30, 2019. |
| • | Same Store NOI decreased by $18.6 million, or 36.4%. The decrease is primarily due to lost revenues from bankrupt tenants, an increase in credit losses, accounting for rental abatements 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. |
| • | Non Same Store NOI decreased by $2.7 million, 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. Other decreases in NOI from Non Same Store properties is due to the conveyance of Wyoming Valley Mall and lower contributions from Exton Square Mall, resulting from an anchor closing and related co-tenancy revenue adjustments, as well as the sale of an outparcel during the second quarter of 2019. |
| • | FFO for the three months ended June 30, 2020 was $(0.06) per diluted share and OP Unit compared to $0.24 per diluted share and OP Unit for the three months ended June 30, 2019. Adjustments to FFO in the second quarter of 2020 were less than $0.01 per share of provision for employee separation expenses. Adjustments to FFO in the 2019 quarter included $0.02 per share of Insurance recoveries. |
| • | General and administrative expenses decreased by $1.0 million compared to the second quarter of 2019 due to lower payroll and incentive compensation expenses. |
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 June 30, 2020 and 2019 is included on page 5.
Asset Dispositions
During June, the Company completed our single tenant outparcel sale initiative, closing on the remaining $14.4 million in sales, bringing the total outparcel sale effort gross proceeds to $27.8 million.
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
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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.
Multifamily Land Parcels: The Company has 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.
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
Due to COVID-related mall closures impacting the majority of the quarter, the Company is not reporting tenant sales at this time.
2020 Outlook
On March 31, 2020, the Company withdrew its financial outlook for 2020 provided in its February 25, 2020 earnings press release. The Company is not providing updated guidance at this time.
Conference Call Information
Management has scheduled a conference call for 9:00 a.m. Eastern Time on Tuesday
August 11, 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 4292929, at least fifteen minutes before the scheduled start time as callers could experience delays. Investors can also access the call in a "listen only" mode via the internet at the Company’s website, preit.com. Please allow extra time prior to the call to visit the site and download the necessary software to listen to the Internet broadcast. Financial and statistical information expected to be discussed on the call will also be available on the Company’s website.
For interested individuals unable to join the conference call, the online archive of the webcast will also be available for one year following the call.
About PREIT
PREIT (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 and Six Months Ended June 30, 2020 as compared to the Three and Six Months Ended June 30, 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 June 30, 2020 | | | Per Diluted Share and OP Unit | | | Six Months Ended June 30, 2020 | | | Per Diluted Share and OP Unit | |
Funds from Operations, as adjusted June 30, 2019 | | $ | 19,256 | | | $ | 0.24 | | | $ | 32,725 | | | $ | 0.41 | |
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Changes - Q2 2019 to Q2 2020 | | | | | | | | | | | | | | | | |
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Other leasing activity, including base rent and net CAM and real estate tax recoveries | | | (12,731 | ) | | | (0.160 | ) | | | (15,895 | ) | | | (0.200 | ) |
Lease termination revenue | | | 62 | | | | - | | | | (226 | ) | | | (0.005 | ) |
Credit losses | | | (3,696 | ) | | | (0.045 | ) | | | (5,042 | ) | | | (0.065 | ) |
Other | | | (640 | ) | | | (0.010 | ) | | | (683 | ) | | | (0.010 | ) |
Same Store NOI from unconsolidated properties | | | (1,590 | ) | | | (0.020 | ) | | | (2,029 | ) | | | (0.025 | ) |
Same Store NOI | | | (18,595 | ) | | | (0.235 | ) | | | (23,875 | ) | | | (0.300 | ) |
Non Same Store NOI | | | (2,705 | ) | | | (0.035 | ) | | | (5,140 | ) | | | (0.065 | ) |
Dilutive effect of asset sales | | | (483 | ) | | | (0.005 | ) | | | (956 | ) | | | (0.010 | ) |
General and administrative expenses | | | 1,039 | | | | 0.015 | | | | 1,550 | | | | 0.020 | |
Capitalization of leasing costs | | | 8 | | | | - | | | | 430 | | | | 0.005 | |
Gain on sales of non-operating real estate | | | | | | | - | | | | (743 | ) | | | (0.010 | ) |
Other | | | (1,342 | ) | | | (0.015 | ) | | | 5,728 | | | | 0.075 | |
Interest expense, net | | | (1,651 | ) | | | (0.020 | ) | | | (2,919 | ) | | | (0.035 | ) |
Increase in weighted average shares | | | - | | | | - | | | | - | | | | - | |
Funds from Operations, as adjusted June 30, 2020 | | $ | (4,473 | ) | | $ | (0.06 | ) | | $ | 6,800 | | | $ | 0.09 | |
Insurance recoveries, net | | | 586 | | | | 0.005 | | | | 586 | | | | 0.005 | |
Provision for employee separation expense | | | (1,040 | ) | | | (0.015 | ) | | | (1,113 | ) | | | (0.015 | ) |
Funds from Operations June 30, 2020 | | $ | (4,927 | ) | | $ | (0.06 | ) | | $ | 6,273 | | | $ | 0.08 | |
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Pennsylvania Real Estate Investment Trust
Market Capitalization and Capital Resources
(in thousands)
| | June 30, 2020 | | | December 31, 2019 | |
MARKET CAPITALIZATION | | | | | | | | |
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EQUITY CAPITALIZATION | | | | | | | | |
Common Shares Outstanding | | | 79,460 | | | | 77,550 | |
OP Units Outstanding | | | 2,023 | | | | 2,023 | |
Total Common Shares and OP Units Outstanding | | | 81,483 | | | | 79,573 | |
Equity Market Capitalization—Common Shares and OP Units | | $ | 110,817 | | | $ | 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 | | $ | 494,567 | | | $ | 807,874 | |
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DEBT CAPITALIZATION | | | | | | | | |
Secured Debt Balance (1) | | $ | 1,271,829 | | | $ | 1,280,208 | |
Unsecured Debt Balance (2) (3) | | | 919,000 | | | | 805,000 | |
Debt Capitalization | | $ | 2,190,829 | | | $ | 2,085,208 | |
TOTAL MARKET CAPITALIZATION | | $ | 2,685,396 | | | $ | 2,893,082 | |
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Equity Capitalization/Total Market Capitalization | | | 18.4 | % | | | 27.9 | % |
Debt Capitalization/Total Market Capitalization | | | 81.6 | % | | | 72.1 | % |
Unsecured Debt Balance/Total Debt | | | 41.9 | % | | | 38.6 | % |
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CAPITAL RESOURCES | | | | | | | | |
Cash and Cash Equivalents | | $ | 16,302 | | | $ | 26,922 | |
Revolving Facility | | | 375,000 | | | | 400,000 | |
Amount Outstanding | | | (375,000 | ) | | | (255,000 | ) |
Available Revolving Facility (4) | | $ | - | | | $ | 145,000 | |
Term Loans | | | 694,500 | | | | 700,500 | |
Amount Borrowed | | | (694,500 | ) | | | (700,500 | ) |
Available Term Loans | | $ | - | | | $ | - | |
TOTAL | | $ | 16,302 | | | $ | 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 $375,000 as of June 30, 2020 and $255,000 as of December 31, 2019. |
(3) | The unsecured debt balance includes a Term Loan balance of $544,000 as of June 30, 2020 and $550,000 as of December 31, 2019. |
(4) | The available Credit Facility borrowings are subject to covenants that may restrict amounts that can be borrowed. Certain of those covenants were suspended, effective as of June 30, 2020, by the amendments of our Credit Agreements on July 27, 2020. The suspension period under those amendments extends until August 31, 2020, subject to extension to September 30, 2020 if we fulfill certain conditions. Following recent property sales and the amendments of our Credit Agreements on March 30, 2020 and July 27, 2020, the NOI from the Company’s remaining unencumbered properties was at a level such that the Company was able to fully draw as of June 30, 2020 under the $375.0 million 2018 Revolving Facility. |
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Pennsylvania Real Estate Investment Trust
Statement of Operations – Three and Six Months Ended June 30, 2020 and 2019
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
(in thousands of dollars) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
REVENUE: | | | | | | | | | | | | | | | | |
Real estate revenue: | | | | | | | | | | | | | | | | |
Lease revenue | | $ | 52,119 | | | $ | 73,744 | | | $ | 119,840 | | | $ | 150,358 | |
Expense reimbursements | | | 2,976 | | | | 4,916 | | | | 7,280 | | | | 9,978 | |
Other real estate revenue | | | 1,543 | | | | 2,417 | | | | 3,467 | | | | 5,417 | |
Total real estate revenue | | | 56,638 | | | | 81,077 | | | | 130,587 | | | | 165,753 | |
Other income | | | 131 | | | | 315 | | | | 424 | | | | 942 | |
Total revenue | | | 56,769 | | | | 81,392 | | | | 131,011 | | | | 166,695 | |
EXPENSES: | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating expenses: | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (25,213 | ) | | | (28,168 | ) | | | (52,730 | ) | | | (57,571 | ) |
Utilities | | | (2,519 | ) | | | (3,681 | ) | | | (5,442 | ) | | | (7,341 | ) |
Other property operating expenses | | | (1,775 | ) | | | (1,913 | ) | | | (3,872 | ) | | | (3,979 | ) |
Total property operating expenses | | | (29,507 | ) | | | (33,762 | ) | | | (62,044 | ) | | | (68,891 | ) |
Depreciation and amortization | | | (30,908 | ) | | | (31,946 | ) | | | (61,177 | ) | | | (66,849 | ) |
General and administrative expenses | | | (10,569 | ) | | | (11,609 | ) | | | (21,264 | ) | | | (22,814 | ) |
Provision for employee separation expenses | | | (1,040 | ) | | | (141 | ) | | | (1,113 | ) | | | (860 | ) |
Insurance recoveries, net | | | 586 | | | | 1,852 | | | | 586 | | | | 1,616 | |
Project costs and other expenses | | | (66 | ) | | | (130 | ) | | | (161 | ) | | | (187 | ) |
Total operating expenses | | | (71,504 | ) | | | (75,736 | ) | | | (145,173 | ) | | | (157,985 | ) |
Interest expense, net(1) | | | (17,182 | ) | | | (15,554 | ) | | | (34,040 | ) | | | (31,452 | ) |
Loss on debt extinguishment, net | | | - | | | | - | | | | - | | | | (4,768 | ) |
Impairment of development land parcel | | | - | | | | - | | | | - | | | | (1,464 | ) |
Total expenses | | | (88,686 | ) | | | (91,290 | ) | | | (179,213 | ) | | | (195,669 | ) |
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 | | | (31,917 | ) | | | (9,898 | ) | | | (48,202 | ) | | | (28,974 | ) |
Equity in income of partnerships(2) | | | (358 | ) | | | 2,316 | | | | 461 | | | | 4,605 | |
Gain (loss) on sales of real estate by equity method investee | | | - | | | | (11 | ) | | | - | | | | 553 | |
Gain on sales of real estate, net | | | 9,300 | | | | 1,513 | | | | 11,263 | | | | 1,513 | |
Loss on sales of interests in non operating real estate | | | (144 | ) | | | - | | | | (190 | ) | | | - | |
Net loss | | | (23,119 | ) | | | (6,080 | ) | | | (36,668 | ) | | | (22,303 | ) |
Less: net loss attributable to noncontrolling interest | | | 746 | | | | 329 | | | | 1,262 | | | | 2,017 | |
Net loss attributable to PREIT | | | (22,373 | ) | | | (5,751 | ) | | | (35,406 | ) | | | (20,286 | ) |
Less: preferred share dividends | | | (6,844 | ) | | | (6,844 | ) | | | (13,688 | ) | | | (13,688 | ) |
Net loss attributable to PREIT common shareholders | | $ | (29,217 | ) | | $ | (12,595 | ) | | $ | (49,094 | ) | | $ | (33,974 | ) |
(1) | Net of capitalized interest expense of $445 and $2,319 for the three months ended June 30, 2020 and 2019, respectively, and $1,355 and $4,323 for the six months ended June 30, 2020 and 2019, respectively. |
(2) | Equity in income of partnerships is net of capitalized interest expense of $836 and $1,479 for the three months ended June 30, 2020 and 2019, respectively, and $1,927 and $2,951 for the six months ended June 30, 2020 and 2019, respectively. |
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Pennsylvania Real Estate Investment Trust
Computation of Earnings Per Share – Three and Six Months Ended June 30, 2020 and 2019
(in thousands, except per share amounts)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
(in thousands, except per share amounts) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net loss | | $ | (23,119 | ) | | $ | (6,080 | ) | | $ | (36,668 | ) | | $ | (22,303 | ) |
Noncontrolling interest | | | 746 | | | | 329 | | | | 1,262 | | | | 2,017 | |
Preferred share dividends | | | (6,844 | ) | | | (6,844 | ) | | | (13,688 | ) | | | (13,688 | ) |
Dividends on unvested restricted shares | | | (13 | ) | | | (224 | ) | | | (363 | ) | | | (441 | ) |
Net loss used to calculate loss per share—basic and diluted | | $ | (29,230 | ) | | $ | (12,819 | ) | | $ | (49,457 | ) | | $ | (34,415 | ) |
Basic and diluted income (loss) per share: | | $ | (0.38 | ) | | $ | (0.17 | ) | | $ | (0.64 | ) | | $ | (0.47 | ) |
| | | | | | | | | | | | | | | | |
(in thousands of shares) | | | | | | | | | | | | | | | | |
Weighted average shares outstanding—basic | | | 77,269 | | | | 76,405 | | | | 77,021 | | | | 73,896 | |
Effect of common share equivalents(1) | | | — | | | | — | | | | - | | | | - | |
Weighted average shares outstanding—diluted | | | 77,269 | | | | 76,405 | | | | 77,021 | | | | 73,896 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(1) The Company had net losses used to calculate earnings per share for all periods presented. Therefore, the effects of common share equivalents of 357 and 683 for the three months ended June 30, 2020 and 2019, respectively, and 439 and 595 for the six months ended June 30, 2020 and 2019, respectively, are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive. | |
8
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 June 30, 2020 and 2019 (Non-GAAP Measures)
(in thousands)
Net Operating Income ("NOI") Reconciliation for the Three Months Ended June 30, 2020(1)
| | Same Store | | | Change | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | $ | | | % | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
NOI from consolidated properties | | $ | 27,077 | | | $ | 44,082 | | | $ | (17,005 | ) | | | -38.6 | % | | $ | 54 | | | $ | 3,232 | | | $ | 27,131 | | | $ | 47,314 | |
NOI attributable to equity method investments, at ownership share | | | 5,477 | | | | 7,067 | | | | (1,590 | ) | | | -22.5 | % | | | 608 | | | | 135 | | | | 6,085 | | | | 7,202 | |
Total NOI | | | 32,554 | | | | 51,149 | | | | (18,595 | ) | | | -36.4 | % | | | 662 | | | | 3,367 | | | | 33,216 | | | | 54,516 | |
Less: lease termination revenue | | | 217 | | | | 159 | | | | 58 | | | | 36.5 | % | | | - | | | | 1 | | | | 217 | | | | 160 | |
Total NOI excluding lease termination revenue | | $ | 32,337 | | | $ | 50,990 | | | $ | (18,653 | ) | | | -36.6 | % | | $ | 662 | | | $ | 3,366 | | | $ | 32,999 | | | $ | 54,356 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
Net Operating Income ("NOI") Reconciliation for the Six Months Ended June 30, 2020(1)
| | Same Store | | | Change | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | $ | | | % | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
NOI from consolidated properties | | $ | 67,507 | | | $ | 89,353 | | | $ | (21,846 | ) | | | -24.4 | % | | $ | 1,036 | | | $ | 7,510 | | | $ | 68,543 | | | $ | 96,863 | |
NOI attributable to equity method investments, at ownership share | | | 12,090 | | | | 14,119 | | | | (2,029 | ) | | | -14.4 | % | | | 1,439 | | | �� | 105 | | | | 13,529 | | | | 14,224 | |
Total NOI | | | 79,597 | | | | 103,472 | | | | (23,875 | ) | | | -23.1 | % | | | 2,475 | | | | 7,615 | | | | 82,072 | | | | 111,087 | |
Less: lease termination revenue | | | 226 | | | | 458 | | | | (232 | ) | | | -50.7 | % | | | - | | | | 17 | | | | 226 | | | | 475 | |
Total NOI excluding lease termination revenue | | $ | 79,371 | | | $ | 103,014 | | | $ | (23,643 | ) | | | -23.0 | % | | $ | 2,475 | | | $ | 7,598 | | | $ | 81,846 | | | $ | 110,612 | |
(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 June 30, | | | Six Months Ended June 30, | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net loss | | $ | (23,119 | ) | | $ | (6,080 | ) | | $ | (36,668 | ) | | $ | (22,303 | ) |
Depreciation and amortization: | | | | | | | | | | | | | | | | |
Consolidated | | | 30,908 | | | | 31,946 | | | | 61,177 | | | | 66,849 | |
Unconsolidated properties at ownership share | | | 3,691 | | | | 2,082 | | | | 7,302 | | | | 4,051 | |
Interest expense: | | | | | | | | | | | | | | | | |
Consolidated | | | 17,182 | | | | 15,554 | | | | 34,040 | | | | 31,452 | |
Unconsolidated properties at ownership share | | | 2,687 | | | | 2,679 | | | | 5,657 | | | | 5,341 | |
(Gain) loss on sales of real estate by equity method investee | | | - | | | | 11 | | | | - | | | | (553 | ) |
Gain on sales of interests in real estate, net | | | (9,300 | ) | | | (1,513 | ) | | | (11,263 | ) | | | (1,513 | ) |
Loss on debt extinguishment, net | | | - | | | | - | | | | - | | | | 4,768 | |
Impairment of development land parcel | | | - | | | | - | | | | - | | | | 1,464 | |
EBITDAre | | $ | 22,049 | | | $ | 44,679 | | | $ | 60,245 | | | $ | 89,556 | |
(1) | EBITDAre is a non-GAAP measure. See definition on page 35. |
9
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income (Loss) to Net Operating Income from Consolidated Properties (Non-GAAP Measure)
Three Months Ended June 30, 2020 and 2019
(in thousands)
| | Three Months Ended June 30, | |
| | 2020 | | | 2019 | |
Net loss | | $ | (23,119 | ) | | $ | (6,080 | ) |
Other income | | | (131 | ) | | | (315 | ) |
Depreciation and amortization | | | 30,908 | | | | 31,946 | |
General and administrative expenses | | | 10,569 | | | | 11,609 | |
Insurance recoveries, net | | | (586 | ) | | | (1,852 | ) |
Provision for employee separation expenses | | | 1,040 | | | | 141 | |
Project costs and other expenses | | | 66 | | | | 130 | |
Interest expense, net | | | 17,182 | | | | 15,554 | |
Equity in income of partnerships | | | 358 | | | | (2,316 | ) |
Loss on sales of real estate by equity method investee | | | - | | | | 11 | |
Gain on sales of interests in real estate, net | | | (9,300 | ) | | | (1,513 | ) |
Loss on sales of interest in non operating real estate | | | 144 | | | | - | |
NOI from consolidated properties(1) | | $ | 27,131 | | | $ | 47,314 | |
(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 | | $ | 36,076 | | | $ | 49,130 | | | $ | 1,701 | | | $ | 4,973 | | | $ | 37,777 | | | $ | 54,103 | |
CAM reimbursement income | | | 9,464 | | | | 9,973 | | | | 438 | | | | 901 | | | | 9,902 | | | | 10,874 | |
Real estate tax income | | | 8,365 | | | | 8,442 | | | | 155 | | | | 429 | | | | 8,520 | | | | 8,871 | |
Percentage rent | | | (22 | ) | | | 157 | | | | 2 | | | | (1 | ) | | | (20 | ) | | | 156 | |
Lease termination revenue | | | 217 | | | | 155 | | | | - | | | | 1 | | | | 217 | | | | 156 | |
| | | 54,100 | | | | 67,857 | | | | 2,296 | | | | 6,303 | | | | 56,396 | | | | 74,160 | |
Less: credit losses | | | (4,004 | ) | | | (308 | ) | | | (273 | ) | | | (107 | ) | | | (4,277 | ) | | | (415 | ) |
Lease revenue | | | 50,096 | | | | 67,549 | | | | 2,023 | | | | 6,196 | | | | 52,119 | | | | 73,745 | |
Expense reimbursements | | | 2,735 | | | | 4,401 | | | | 241 | | | | 516 | | | | 2,976 | | | | 4,917 | |
Other real estate revenue | | | 1,472 | | | | 2,174 | | | | 71 | | | | 241 | | | | 1,543 | | | | 2,415 | |
Total real estate revenue | | | 54,303 | | | | 74,124 | | | | 2,335 | | | | 6,953 | | | | 56,638 | | | | 81,077 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (23,283 | ) | | | (25,121 | ) | | | (1,930 | ) | | | (3,047 | ) | | | (25,213 | ) | | | (28,168 | ) |
Utilities | | | (2,328 | ) | | | (3,244 | ) | | | (191 | ) | | | (436 | ) | | | (2,519 | ) | | | (3,680 | ) |
Other property operating expenses | | | (1,614 | ) | | | (1,677 | ) | | | (160 | ) | | | (238 | ) | | | (1,774 | ) | | | (1,915 | ) |
Total property operating expenses | | | (27,225 | ) | | | (30,042 | ) | | | (2,281 | ) | | | (3,721 | ) | | | (29,506 | ) | | | (33,763 | ) |
NOI from consolidated properties(1) | | $ | 27,077 | | | $ | 44,082 | | | $ | 54 | | | $ | 3,232 | | | $ | 27,131 | | | $ | 47,314 | |
Less: Lease termination revenue | | | 217 | | | | 155 | | | | - | | | | 1 | | | | 217 | | | | 156 | |
NOI from consolidated properties excluding lease termination revenue(1) | | $ | 26,860 | | | $ | 43,927 | | | $ | 54 | | | $ | 3,231 | | | $ | 26,914 | | | $ | 47,158 | |
% change in Same Store NOI from consolidated properties excluding lease termination revenue | | | | | | (38.9%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
10
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 June 30, 2020 and 2019
(in thousands)
| | Three Months Ended June 30, | |
| | 2020 | | | 2019 | |
Equity in income of partnerships | | $ | (358 | ) | | $ | 2,316 | |
Other income | | | (12 | ) | | | (11 | ) |
Depreciation and amortization | | | 3,691 | | | | 2,082 | |
Interest expense and other expenses, net | | | 2,764 | | | | 2,815 | |
NOI from equity method investments at ownership share(1) | | $ | 6,085 | | | $ | 7,202 | |
(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 | | $ | 5,737 | | | $ | 6,573 | | | $ | 1,076 | | | $ | 174 | | | $ | 6,813 | | | $ | 6,747 | |
CAM reimbursement income | | | 1,387 | | | | 1,617 | | | | 604 | | | | 7 | | | | 1,991 | | | | 1,624 | |
Real estate tax income | | | 931 | | | | 943 | | | | 139 | | | | 41 | | | | 1,070 | | | | 984 | |
Percentage rent | | | (7 | ) | | | 80 | | | | 53 | | | | - | | | | 46 | | | | 80 | |
Lease termination revenue | | | - | | | | 4 | | | | - | | | | - | | | | - | | | | 4 | |
| | | 8,048 | | | | 9,217 | | | | 1,872 | | | | 222 | | | | 9,920 | | | | 9,439 | |
Less: credit losses | | | (596 | ) | | | 77 | | | | (530 | ) | | | 62 | | | | (1,126 | ) | | | 139 | |
Lease revenue | | | 7,452 | | | | 9,294 | | | | 1,342 | | | | 284 | | | | 8,794 | | | | 9,578 | |
Expense reimbursements | | | 347 | | | | 485 | | | | 161 | | | | 53 | | | | 508 | | | | 538 | |
Other real estate revenue | | | 76 | | | | 271 | | | | 545 | | | | 230 | | | | 621 | | | | 501 | |
Total real estate revenue | | | 7,875 | | | | 10,050 | | | | 2,048 | | | | 567 | | | | 9,923 | | | | 10,617 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (1,909 | ) | | | (2,116 | ) | | | (1,139 | ) | | | (352 | ) | | | (3,048 | ) | | | (2,468 | ) |
Utilities | | | (108 | ) | | | (178 | ) | | | (113 | ) | | | (34 | ) | | | (221 | ) | | | (212 | ) |
Other property operating expenses | | | (381 | ) | | | (689 | ) | | | (188 | ) | | | (46 | ) | | | (569 | ) | | | (735 | ) |
Total property operating expenses | | | (2,398 | ) | | | (2,983 | ) | | | (1,440 | ) | | | (432 | ) | | | (3,838 | ) | | | (3,415 | ) |
NOI from equity method investments at ownership share(1) | | $ | 5,477 | | | $ | 7,067 | | | $ | 608 | | | $ | 135 | | | $ | 6,085 | | | $ | 7,202 | |
Less: Lease termination revenue | | | - | | | | 4 | | | | - | | | | - | | | | - | | | | 4 | |
NOI from equity method investments at ownership share excluding lease termination revenue(1) | | $ | 5,477 | | | $ | 7,063 | | | $ | 608 | | | $ | 135 | | | $ | 6,085 | | | $ | 7,198 | |
% change in Same Store NOI from equity method investments at ownership share excluding lease termination revenue | | | | | | (22.5%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
11
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income (Loss) to Net Operating Income from Consolidated Properties (Non-GAAP Measure)
Six Months Ended June 30, 2020 and 2019
(in thousands)
| | Six Months Ended June 30, | |
| | 2020 | | | 2019 | |
Net loss | | $ | (36,668 | ) | | $ | (22,303 | ) |
Other income | | | (424 | ) | | | (942 | ) |
Depreciation and amortization | | | 61,177 | | | | 66,849 | |
General and administrative expenses | | | 21,264 | | | | 22,814 | |
Insurance recoveries, net | | | (586 | ) | | | (1,616 | ) |
Provision for employee separation expenses | | | 1,113 | | | | 860 | |
Project costs and other expenses | | | 161 | | | | 188 | |
Interest expense, net | | | 34,040 | | | | 31,452 | |
Impairment of development land parcel | | | - | | | | 1,464 | |
Equity in income of partnerships | | | (461 | ) | | | 4,768 | |
Gain on debt extinguishment, net | | | - | | | | (4,605 | ) |
Gain on sales of real estate by equity method investee | | | - | | | | (553 | ) |
Gain on sales of interests in real estate, net | | | (11,263 | ) | | | (1,513 | ) |
Loss on sales of interest in non operating real estate | | | 190 | | | | - | |
NOI from consolidated properties(1) | | $ | 68,542 | | | $ | 96,863 | |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 84,555 | | | $ | 99,517 | | | $ | 4,270 | | | $ | 10,471 | | | $ | 88,825 | | | $ | 109,988 | |
CAM reimbursement income | | | 19,130 | | | | 20,675 | | | | 939 | | | | 1,874 | | | | 20,069 | | | | 22,549 | |
Real estate tax income | | | 16,684 | | | | 17,392 | | | | 333 | | | | 988 | | | | 17,017 | | | | 18,380 | |
Percentage rent | | | (6 | ) | | | 157 | | | | 5 | | | | 7 | | | | (1 | ) | | | 164 | |
Lease termination revenue | | | 226 | | | | 452 | | | | - | | | | 17 | | | | 226 | | | | 469 | |
| | | 120,589 | | | | 138,193 | | | | 5,547 | | | | 13,357 | | | | 126,136 | | | | 151,550 | |
Less: credit losses | | | (5,897 | ) | | | (855 | ) | | | (399 | ) | | | (337 | ) | | | (6,296 | ) | | | (1,192 | ) |
Lease revenue | | | 114,693 | | | | 137,338 | | | | 5,148 | | | | 13,020 | | | | 119,841 | | | | 150,358 | |
Expense reimbursements | | | 6,748 | | | | 8,822 | | | | 533 | | | | 1,156 | | | | 7,281 | | | | 9,978 | |
Other real estate revenue | | | 3,257 | | | | 3,943 | | | | 208 | | | | 1,474 | | | | 3,465 | | | | 5,417 | |
Total real estate revenue | | | 124,698 | | | | 150,103 | | | | 5,889 | | | | 15,650 | | | | 130,587 | | | | 165,753 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (48,680 | ) | | | (50,851 | ) | | | (4,050 | ) | | | (6,720 | ) | | | (52,730 | ) | | | (57,571 | ) |
Utilities | | | (5,007 | ) | | | (6,393 | ) | | | (435 | ) | | | (948 | ) | | | (5,442 | ) | | | (7,341 | ) |
Other property operating expenses | | | (3,504 | ) | | | (3,506 | ) | | | (368 | ) | | | (472 | ) | | | (3,872 | ) | | | (3,978 | ) |
Total property operating expenses | | | (57,191 | ) | | | (60,750 | ) | | | (4,853 | ) | | | (8,140 | ) | | | (62,044 | ) | | | (68,890 | ) |
NOI from consolidated properties(1) | | $ | 67,507 | | | $ | 89,353 | | | $ | 1,036 | | | $ | 7,510 | | | $ | 68,543 | | | $ | 96,863 | |
Less: Lease termination revenue | | | 226 | | | | 452 | | | | - | | | | 17 | | | | 226 | | | | 469 | |
NOI from consolidated properties excluding lease termination revenue(1) | | $ | 67,281 | | | $ | 88,901 | | | $ | 1,036 | | | $ | 7,493 | | | $ | 68,317 | | | $ | 96,394 | |
% change in Same Store NOI from consolidated properties excluding lease termination revenue | | | | | | (24.3%) | | | | | | | | | | | | | | | | | |
| (1) | NOI is a non-GAAP measure. See definition of NOI on page 34.
|
12
Reconciliation of Equity in Income of Partnerships to Net Operating Income from Equity Method Investments, at Ownership Share
(Non-GAAP Measure)
Six Months Ended June 30, 2020 and 2019
(in thousands)
| | Six Months Ended June 30, | |
| | 2020 | | | 2019 | |
Equity in income of partnerships | | $ | 461 | | | $ | 4,605 | |
Other income | | | (25 | ) | | | (23 | ) |
Depreciation and amortization | | | 7,406 | | | | 4,051 | |
Interest expense and other expenses, net | | | - | | | | 5,591 | |
NOI from equity method investments at ownership share(1) | | $ | 13,530 | | | $ | 14,224 | |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 12,148 | | | $ | 13,292 | | | $ | 2,507 | | | $ | 346 | | | $ | 14,655 | | | $ | 13,638 | |
CAM reimbursement income | | | 2,831 | | | | 3,301 | | | | 1,187 | | | | 13 | | | | 4,018 | | | | 3,314 | |
Real estate tax income | | | 1,909 | | | | 1,887 | | | | 247 | | | | 84 | | | | 2,156 | | | | 1,971 | |
Percentage rent | | | 51 | | | | 126 | | | | 72 | | | | - | | | | 123 | | | | 126 | |
Lease termination revenue | | | - | | | | 6 | | | | - | | | | - | | | | - | | | | 6 | |
| | | 16,939 | | | | 18,612 | | | | 4,013 | | | | 443 | | | | 20,952 | | | | 19,055 | |
Less: credit losses | | | (767 | ) | | | 11 | | | | (692 | ) | | | 60 | | | | (1,459 | ) | | | 71 | |
Lease revenue | | | 16,172 | | | | 18,623 | | | | 3,321 | | | | 503 | | | | 19,493 | | | | 19,126 | |
Expense reimbursements | | | 782 | | | | 937 | | | | 317 | | | | 93 | | | | 1,099 | | | | 1,030 | |
Other real estate revenue | | | 274 | | | | 550 | | | | 1,155 | | | | 401 | | | | 1,429 | | | | 951 | |
Total real estate revenue | | | 17,228 | | | | 20,110 | | | | 4,793 | | | | 997 | | | | 22,021 | | | | 21,107 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (3,960 | ) | | | (4,388 | ) | | | (2,677 | ) | | | (718 | ) | | | (6,637 | ) | | | (5,106 | ) |
Utilities | | | (286 | ) | | | (381 | ) | | | (251 | ) | | | (80 | ) | | | (537 | ) | | | (461 | ) |
Other property operating expenses | | | (892 | ) | | | (1,222 | ) | | | (426 | ) | | | (94 | ) | | | (1,318 | ) | | | (1,316 | ) |
Total property operating expenses | | | (5,138 | ) | | | (5,991 | ) | | | (3,354 | ) | | | (892 | ) | | | (8,492 | ) | | | (6,883 | ) |
NOI from equity method investments at ownership share(1) | | $ | 12,090 | | | $ | 14,119 | | | $ | 1,439 | | | $ | 105 | | | $ | 13,529 | | | $ | 14,224 | |
Less: Lease termination revenue | | | - | | | | 6 | | | | - | | | | - | | | | - | | | | 6 | |
NOI from equity method investments at ownership share excluding lease termination revenue(1) | | $ | 12,090 | | | $ | 14,113 | | | $ | 1,439 | | | $ | 105 | | | $ | 13,529 | | | $ | 14,218 | |
% change in Same Store NOI from equity method investments at ownership share excluding lease termination revenue | | | | | | (14.3%) | | | | | | | | | | | | | | | | | |
| (1) | NOI is a non-GAAP measure. See definition of NOI on page 34. |
13
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income to Funds From Operations and Funds Available for Distribution (Non-GAAP Measures)
Three and Six Months Ended June 30, 2020 and 2019
(in thousands, except per share amounts)
| Three Months Ended June 30, | | | Six Months Ended June 30, | |
| 2020 | | | 2019 | | | 2020 | | | 2019 | |
FUNDS FROM OPERATIONS | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net loss | $ | (23,119 | ) | | $ | (6,080 | ) | | $ | (36,668 | ) | | $ | (22,303 | ) |
Depreciation and amortization on real estate | | | | | | | | | | | | | | | |
Consolidated properties | | 30,541 | | | | 31,612 | | | | 60,485 | | | | 66,178 | |
PREIT's share of equity method investments | | 3,796 | | | | 2,081 | | | | 7,407 | | | | 4,051 | |
Gain on sales of interests in real estate, net | | (9,301 | ) | | | (1,513 | ) | | | (11,263 | ) | | | (1,513 | ) |
Dividends on preferred shares | | (6,844 | ) | | | (6,844 | ) | | | (13,688 | ) | | | (13,688 | ) |
Funds from operations attributable to common shareholders and OP Unit holders(1) | $ | (4,927 | ) | | $ | 19,256 | | | $ | 6,273 | | | $ | 32,725 | |
Insurance recoveries, net | | (586 | ) | | | (1,852 | ) | | | (586 | ) | | | (1,616 | ) |
Loss on debt extinguishment, net | | - | | | | - | | | | - | | | | 4,768 | |
Impairment of development land parcel | | - | | | | - | | | | - | | | | 1,464 | |
Provision for employee separation expenses | | 1,040 | | | | 141 | | | | 1,113 | | | | 860 | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders | $ | (4,473 | ) | | $ | 17,545 | | | $ | 6,800 | | | $ | 38,201 | |
FUNDS AVAILABLE FOR DISTRIBUTION(1) | | | | | | | | | | | | | | | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders(1) | $ | (4,473 | ) | | $ | 17,545 | | | $ | 6,800 | | | $ | 38,201 | |
Adjustments: | | | | | | | | | | | | | | | |
Straight line rent | | (582 | ) | | | (1,516 | ) | | | (1,595 | ) | | | (3,105 | ) |
Recurring capital expenditures | | (628 | ) | | | (5,089 | ) | | | (1,662 | ) | | | (7,103 | ) |
Tenant allowances | | (4,724 | ) | | | (1,399 | ) | | | (5,742 | ) | | | (3,469 | ) |
Amortization of non-cash deferred compensation | | 1,624 | | | | 1,889 | | | | 6,212 | | | | 3,811 | |
Capitalized leasing costs | | (164 | ) | | | (156 | ) | | | (906 | ) | | | (476 | ) |
Amortization of above- and below-market lease intangibles | | (32 | ) | | | (14 | ) | | | (49 | ) | | | (28 | ) |
Funds available for distribution to common shareholders and OP Unit holders(1) | $ | (8,979 | ) | | $ | 11,260 | | | $ | 3,058 | | | $ | 27,831 | |
| | | | | | | | | | | | | | | |
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit(1) | $ | (0.06 | ) | | $ | 0.24 | | | $ | 0.08 | | | $ | 0.41 | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders per diluted share and OP Unit | $ | (0.06 | ) | | $ | 0.22 | | | $ | 0.09 | | | $ | 0.48 | |
Funds available for distribution to common shareholders and OP Unit holders per diluted share and OP Unit(1) | $ | (0.11 | ) | | $ | 0.14 | | | $ | 0.04 | | | $ | 0.35 | |
(1) | Non-GAAP measures. See definitions on page 34. |
(Continued on next page)
14
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income to Funds From Operations and Funds Available for Distribution (Non-GAAP Measures)
Three Months Ended June 30, 2020 and 2019
(in thousands, except per share amounts)
| Three Months Ended June 30, | | | Six Months Ended June 30, | |
| 2020 | | | 2019 | | | 2020 | | | 2019 | |
PAYOUT RATIOS (2) | | | | | | | | | | | | | | | |
Payout ratio of funds from operations attributable to common shareholders and OP Unit holders | | | | | | | | | | 84.5 | % | | | 71.2 | % |
Payout ratio of funds from operations attributable to common shareholders and OP Unit holders, as adjusted | | | | | | | | | | 128.9 | % | | | 62.3 | % |
Payout ratio of funds available for distribution attributable to common shareholders and OP Unit holders | | | | | | | | | | 236.0 | % | | | 106.1 | % |
| | | | | | | | | | | | | | | |
Weighted average number of shares outstanding | | 77,269 | | | | 76,405 | | | | 77,021 | | | | 73,896 | |
Weighted average effect of full conversion of OP Units | | 2,023 | | | | 2,023 | | | | 2,023 | | | | 4,440 | |
Effect of common share equivalents | | 357 | | | | 683 | | | | 439 | | | | 595 | |
Total weighted average shares outstanding, including OP Units | | 79,649 | | | | 79,111 | | | | 79,483 | | | | 78,931 | |
(2) | Twelve months ended June 30, 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 8.0%, 11.2% and 23.9%, respectively, for the six months ended June 30, 2020. |
15
Pennsylvania Real Estate Investment Trust
Condensed Consolidated Balance Sheet
| | June 30, 2020 | | | December 31, 2019 | |
(in thousands, except per share amounts) | | (Unaudited) | | | | | |
ASSETS: | | | | | | | | |
INVESTMENTS IN REAL ESTATE, at cost: | | | | | | | | |
Operating properties | | $ | 3,149,516 | | | $ | 3,099,034 | |
Construction in progress | | | 80,733 | | | | 106,011 | |
Land held for development | | | 5,881 | | | | 5,881 | |
Total investments in real estate | | | 3,236,130 | | | | 3,210,926 | |
Accumulated depreciation | | | (1,259,740 | ) | | | (1,202,722 | ) |
Net investments in real estate | | | 1,976,390 | | | | 2,008,204 | |
INVESTMENTS IN PARTNERSHIPS, at equity: | | | 173,448 | | | | 159,993 | |
OTHER ASSETS: | | | | | | | | |
Cash and cash equivalents | | | 41,418 | | | | 12,211 | |
Tenant and other receivables | | | 70,329 | | | | 41,261 | |
Intangible assets (net of accumulated amortization of $19,338 and $18,248 at June 30, 2020 and December 31, 2019, respectively) | | | 12,314 | | | | 13,404 | |
Deferred costs and other assets, net | | | 100,206 | | | | 103,688 | |
Assets held for sale | | | 1,445 | | | | 12,506 | |
Total assets | | $ | 2,375,550 | | | $ | 2,351,267 | |
LIABILITIES: | | | | | | | | |
Mortgage loans payable, net | | $ | 893,775 | | | $ | 899,753 | |
Term Loans, net | | | 542,345 | | | | 548,025 | |
Revolving Facilities | | | 375,000 | | | | 255,000 | |
Tenants’ deposits and deferred rent | | | 7,051 | | | | 13,006 | |
Distributions in excess of partnership investments | | | 82,945 | | | | 87,916 | |
Fair value of derivative liabilities | | | 31,747 | | | | 13,126 | |
Accrued expenses and other liabilities | | | 100,518 | | | | 107,016 | |
Total liabilities | | | 2,033,381 | | | | 1,923,842 | |
COMMITMENTS AND CONTINGENCIES: | | | | | | | | |
EQUITY: | | | | | | | | |
Series B Preferred Shares, $.01 par value per share; 25,000 shares authorized; 3,450 shares issued and outstanding at June 30, 2020 and December 31, 2019; liquidation preference of $86,250 | | | 35 | | | | 35 | |
Series C Preferred Shares, $.01 par value per share; 25,000 shares authorized; 6,900 shares issued and outstanding at June 30, 2020 and December 31, 2019; liquidation preference of $172,500 | | | 69 | | | | 69 | |
Series D Preferred Shares, $.01 par value per share; 25,000 shares authorized; 5,000 shares issued and outstanding at June 30, 2020 and December 31, 2019; liquidation preference of $125,000 | | | 50 | | | | 50 | |
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; 79,460 shares issued and outstanding at June 30, 2020 and 77,550 shares issued and outstanding at December 31, 2019 | | | 79,460 | | | | 77,550 | |
Capital contributed in excess of par | | | 1,768,339 | | | | 1,766,883 | |
Accumulated other comprehensive (loss) income | | | (31,288 | ) | | | (12,556 | ) |
Distributions in excess of net income | | | (1,475,528 | ) | | | (1,408,352 | ) |
Total equity—Pennsylvania Real Estate Investment Trust | | | 341,137 | | | | 423,679 | |
Noncontrolling interest | | | 1,032 | | | | 3,746 | |
Total equity | | | 342,169 | | | | 427,425 | |
Total liabilities and equity | | $ | 2,375,550 | | | $ | 2,351,267 | |
16
Pennsylvania Real Estate Investment Trust
Assets and Liabilities - Equity Method Investments, at Ownership Share (Non-GAAP)
(in thousands)
| | June 30, | |
(in thousands of dollars) | | 2020 | | | 2019 | |
ASSETS: | | | | | | | | |
Investments in real estate, at cost: | | | | | | | | |
Operating properties | | $ | 455,138 | | | $ | 276,446 | |
Construction in progress | | | 120,815 | | | | 231,668 | |
Total investments in real estate | | | 575,953 | | | | 508,114 | |
Accumulated depreciation | | | (120,503 | ) | | | (108,806 | ) |
Net investments in real estate | | | 455,450 | | | | 399,308 | |
Cash and cash equivalents | | | 23,554 | | | | 19,264 | |
Deferred costs and other assets, net | | | 42,531 | | | | 10,784 | |
Total assets | | | 521,535 | | | | 429,356 | |
LIABILITIES AND PARTNERS’ INVESTMENT: | | | | | | | | |
Mortgage loans payable, net | | | 264,092 | | | | 228,508 | |
FDP Term Loan | | | 150,500 | | | | 125,000 | |
Other liabilities | | | 16,440 | | | | 12,182 | |
Total liabilities | | | 431,032 | | | | 365,690 | |
Net investment | | $ | 90,503 | | | $ | 63,666 | |
Reconciliation to comparable GAAP balance sheet item: | | | | | | | | |
Investment in partnerships, at equity | | $ | 173,448 | | | $ | 153,318 | |
Distributions in excess of partnership investments | | | (82,945 | ) | | | (89,652 | ) |
Net investment | | $ | 90,503 | | | $ | 63,666 | |
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.
17
Pennsylvania Real Estate Investment Trust
Leasing Activity Summary – Three Months Ended June 30, 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 | | | 1 | | | | 1,873 | | | | 3.0 | | | $ | 32.04 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 4.45 | |
| | Unconsolidated(4) | | | - | | | | - | | | | - | | | | - | | | N/A | | | N/A | | | N/A | | | N/A | | | | - | |
Total Under 10k sf | | | | | 1 | | | | 1,873 | | | | 3.0 | | | $ | 32.04 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 4.45 | |
Total New Leases | | | | | 1 | | | | 1,873 | | | | 3.0 | | | $ | 32.04 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 4.45 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Renewal Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k sf | | Consolidated | | | 7 | | | | 20,548 | | | | 2.8 | | | $ | 48.64 | | | $ | 48.13 | | | $ | 0.51 | | | | 1.1 | % | | | 2.3 | % | | $ | - | |
| | Unconsolidated(4) | | | - | | | | - | | | | - | | | $ | - | | | $ | - | | | | - | | | | 0.0 | % | | | 0.0 | % | | | - | |
Total Under 10k sf | | | | | 7 | | | | 20,548 | | | | 2.8 | | | $ | 48.64 | | | $ | 48.13 | | | $ | 0.51 | | | | 1.1 | % | | | 2.3 | % | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Over 10k sf | | Consolidated | | | 1 | | | | 37,393 | | | | 5.0 | | | | 13.37 | | | | 13.37 | | | | - | | | | 0.0 | % | | | (21.2 | %) | | | - | |
Total Fixed Rent | | | | | 8 | | | | 57,941 | | | | 4.2 | | | $ | 25.88 | | | $ | 25.70 | | | $ | 0.18 | | | | 0.7 | % | | | (6.3 | %) | | $ | - | |
Total Percentage in Lieu | | Consolidated | | | 7 | | | | 30,255 | | | | 1.5 | | | | 17.24 | | | | 17.13 | | | | 0.11 | | | | 0.6 | % | | N/A | | | | - | |
Total Renewal Leases | | | | | 15 | | | | 88,196 | | | | 3.3 | | | $ | 22.91 | | | $ | 22.76 | | | $ | 0.16 | | | | 0.7 | % | | | | | | $ | - | |
Total Non Anchor | | | | | 16 | | | | 90,069 | | | | 3.3 | | | $ | 23.10 | | | | | | | | | | | | | | | | | | | | | |
(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. |
18
Pennsylvania Real Estate Investment Trust
Leasing Activity Summary – Six Months Ended June 30, 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 | | | 27 | | | | 60,883 | | | | 6.6 | | | $ | 40.35 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 9.63 | |
| | Unconsolidated(4) | | | 2 | | | | 6,581 | | | | 6.0 | | | | 47.63 | | | N/A | | | N/A | | | N/A | | | N/A | | | | 6.76 | |
Total Under 10k sf | | | | | 29 | | | | 67,464 | | | | 6.5 | | | $ | 41.06 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 9.37 | |
Total New Leases | | | | | 29 | | | | 67,464 | | | | 6.5 | | | $ | 41.06 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 9.37 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Renewal Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k sf | | Consolidated | | | 55 | | | | 147,104 | | | | 2.9 | | | $ | 53.54 | | | $ | 54.00 | | | $ | (0.46 | ) | | | (0.9 | %) | | | 4.8 | % | | $ | 0.01 | |
| | Unconsolidated(4) | | | 7 | | | | 23,971 | | | | 2.1 | | | $ | 34.94 | | | $ | 52.22 | | | | (17.28 | ) | | | (33.1 | %) | | | (34.2 | %) | | | - | |
Total Under 10k sf | | | | | 62 | | | | 171,075 | | | | 2.8 | | | $ | 50.93 | | | $ | 53.75 | | | $ | (2.82 | ) | | | (5.2 | %) | | | (0.9 | %) | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Over 10k sf | | Consolidated | | | 2 | | | | 48,737 | | | | 4.3 | | | | 16.41 | | | | 17.00 | | | | (0.59 | ) | | | (3.5 | %) | | | (16.2 | %) | | | | |
Total Fixed Rent | | | | | 64 | | | | 219,812 | | | | 3.1 | | | $ | 43.28 | | | $ | 45.60 | | | $ | (2.32 | ) | | | (5.1 | %) | | | (2.3 | %) | | $ | 0.01 | |
Total Percentage in Lieu | | Consolidated | | | 18 | | | | 47,974 | | | | 1.4 | | | | 30.28 | | | | 43.95 | | | | (13.67 | ) | | | (31.1 | %) | | N/A | | | | - | |
Total Renewal Leases (4) | | | | | 82 | | | | 267,786 | | | | 2.8 | | | $ | 40.95 | | | $ | 45.31 | | | $ | 4.36 | | | | (9.6 | %) | | | | | | $ | 0.01 | |
Total Non Anchor | | | | | 111 | | | | 335,250 | | | | 3.6 | | | $ | 40.97 | | | | | | | | | | | | | | | | | | | | | |
(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. |
19
Pennsylvania Real Estate Investment Trust
Summarized Sales and Rent Per Square Foot and Occupancy Percentages
| June 30, 2020 | | | June 30, 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 | | 90.0 | % | | n/a | | $ | 59.66 | | | | 12.0 | % | | | 92.4 | % | | | 89.5 | % | | | 92.9 | % | | | 90.3 | % | | | 89.0 | % | | $ | 531 | | | $ | 60.47 | | | | 12.5 | % | | | 93.7 | % | | | 89.9 | % |
Non-Core Malls | | 1.6 | % | | n/a | | | 42.53 | | | | 11.6 | % | | | 62.7 | % | | | 63.8 | % | | | 62.7 | % | | | 63.8 | % | | | 3.3 | % | | $ | 349 | | | 44.65 | | | | 12.3 | % | | | 74.1 | % | | | 73.1 | % |
Malls Total | | 91.6 | % | | n/a | | $ | 58.68 | | | | 12.0 | % | | | 89.7 | % | | | 87.6 | % | | | 90.2 | % | | | 88.4 | % | | | 92.3 | % | | $ | 518 | | | $ | 59.44 | | | | 12.4 | % | | | 91.9 | % | | | 88.7 | % |
Other Retail Properties | | 7.0 | % | | n/a | | $ | 25.73 | | | n/a | | | | 89.4 | % | | | 88.6 | % | | | 92.3 | % | | | 91.7 | % | | | 5.7 | % | | n/a | | | $ | 25.31 | | | n/a | | | | 93.1 | % | | | 92.5 | % |
Total Retail Properties | | 98.6 | % | | n/a | | $ | 49.92 | | | | 12.0 | % | | | 89.4 | % | | | 88.6 | % | | | 92.3 | % | | | 88.9 | % | | | 98.1 | % | | n/a | | | $ | 49.56 | | | n/a | | | | 92.0 | % | | | 89.2 | % |
Sold Properties | | 0.1 | % | | n/a | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | - | % | | $ | 389 | | | $ | 31.34 | | | n/a | | | | 67.8 | % | | | 87.6 | % |
Other Properties (4) | | 1.4 | % | | 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 | % | | n/a | | $ | 49.92 | | | | 12.0 | % | | | 89.7 | % | | | 87.8 | % | | | 90.4 | % | | | 88.9 | % | | | 100.0 | % | | $ | 513 | | | $ | 49.21 | | | | | | | | 90.6 | % | | | 89.2 | % |
(1) | Average comp sales are not reported due to COVID-19 related mall closures impacting the majority of the second quarter of 2020. |
(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 $21.15 per square foot as of June 30, 2020 and $22.13 per square foot as of June 30, 2019. |
(4) | Operating metrics for Fashion District Philadelphia as of June 30, 2020 and 2019, respectively, are excluded because the property was under redevelopment until September 2019 and has not yet stabilized. |
20
Pennsylvania Real Estate Investment Trust
Mall Occupancy Percentage and Sales Per Square Foot
| | June 30, 2020 | | | June 30, 2019 | | | Change | |
| | % of Mall NOI | | | Avg Comp Sales (1) | | | | Total Occupancy % | | | | | Non- Anchor Occupancy % | | | Avg Comp Sales (2) | | | | | Total Occupancy % | | | | | Non-Anchor Occupancy % | | | Avg Comp Sales (1) | | Total Occupancy % | | | Non- Anchor Occupancy % | |
Top 6 Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Grove Park | | | 5.5 | % | | n/a | | | | | 96.2 | % | | | | | 93.8 | % | | | 763 | | | | | | 94.0 | % | | | | | 89.6 | % | | n/a | | | 2.2 | % | | | 4.2 | % |
Cherry Hill Mall | | | 12.1 | % | | n/a | | | | | 92.1 | % | | | | | 90.5 | % | | | 699 | | | | | | 94.5 | % | | | | | 93.4 | % | | n/a | | | (2.4 | %) | | | (2.9 | %) |
Woodland Mall | | | 6.2 | % | | n/a | | | | | 97.9 | % | | | | | 97.5 | % | | | 619 | | | | | | 96.1 | % | | | | | 96.1 | % | | n/a | | | 1.7 | % | | | 1.3 | % |
Lehigh Valley Mall | | | 6.8 | % | | n/a | | | | | 90.1 | % | | | | | 83.6 | % | | | 584 | | | | | | 90.7 | % | | | | | 84.9 | % | | n/a | | | (0.7 | %) | | | (1.3 | %) |
Mall at Prince Georges | | | 7.8 | % | | n/a | | | | | 98.7 | % | | | | | 97.3 | % | | | 557 | | | | | | 98.7 | % | | | | | 97.3 | % | | n/a | | | (0.1 | %) | | | (0.2 | %) |
Springfield Town Center | | | 11.1 | % | | n/a | | | | | 91.8 | % | | | | | 88.9 | % | | | 546 | | | | | | 92.6 | % | | | | | 90.1 | % | | n/a | | | (1.4 | %) | | | (1.8 | %) |
| | | 49.5 | % | | n/a | | | | | 94.1 | % | | | | | 91.2 | % | | | 633 | | | | | | 94.3 | % | | | | | 91.6 | % | | n/a | | | (0.2 | %) | | | (0.3 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 7-12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dartmouth Mall | | | 4.8 | % | | n/a | | | | | 99.3 | % | | | | | 99.0 | % | | | 533 | | | | | | 96.8 | % | | | | | 94.7 | % | | n/a | | | 2.5 | % | | | 4.3 | % |
Jacksonville Mall | | | 4.5 | % | | n/a | | | | | 96.3 | % | | | | | 92.8 | % | | | 497 | | | | | | 97.7 | % | | | | | 95.4 | % | | n/a | | | (1.3 | %) | | | (2.6 | %) |
Magnolia Mall | | | 3.4 | % | | n/a | | | | | 96.5 | % | | | | | 93.9 | % | | | 479 | | | | | | 97.4 | % | | | | | 95.6 | % | | n/a | | | (0.9 | %) | | | (1.7 | %) |
Capital City Mall | | | 5.5 | % | | n/a | | | | | 98.1 | % | | | | | 97.2 | % | | | 447 | | | | | | 95.7 | % | | | | | 93.5 | % | | n/a | | | 2.4 | % | | | 3.7 | % |
Patrick Henry Mall | | | 4.6 | % | | n/a | | | | | 93.6 | % | | | | | 90.6 | % | | | 436 | | | | | | 92.0 | % | | | | | 88.4 | % | | n/a | | | 1.6 | % | | | 2.2 | % |
Viewmont Mall | | | 4.6 | % | | n/a | | | | | 95.5 | % | | | | | 90.8 | % | | | 450 | | | | | | 96.2 | % | | | | | 92.1 | % | | n/a | | | (0.7 | %) | | | (1.3 | %) |
| | | 27.4 | % | | n/a | | | | | 96.6 | % | | | | | 94.3 | % | | | 467 | | | | | | 96.1 | % | | | | | 93.4 | % | | n/a | | | 0.5 | % | | | 0.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 13-18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley Mall | | | 6.0 | % | | n/a | | | | | 98.5 | % | | | | | 96.7 | % | | | 420 | | | | | | 96.8 | % | | | | | 93.6 | % | | n/a | | | 1.7 | % | | | 3.1 | % |
Moorestown Mall | | | 2.7 | % | | n/a | | | | | 78.4 | % | | | | | 80.1 | % | | | 413 | | | | | | 92.4 | % | | | | | 82.4 | % | | n/a | | | (14.0 | %) | | | (2.3 | %) |
Springfield Mall | | | 1.6 | % | | n/a | | | | | 88.3 | % | | | | | 88.3 | % | | | 416 | | | | | | 90.0 | % | | | | | 90.0 | % | | n/a | | | (1.7 | %) | | | (1.7 | %) |
Cumberland Mall | | | 3.2 | % | | n/a | | | | | 86.9 | % | | | | | 78.6 | % | | | 397 | | | | | | 85.8 | % | | | | | 76.8 | % | | n/a | | | 1.1 | % | | | 1.8 | % |
Francis Scott Key Mall | | | 4.1 | % | | n/a | | | | | 93.9 | % | | | | | 90.4 | % | | | 376 | | | | | | 92.3 | % | | | | | 87.9 | % | | n/a | | | 1.6 | % | | | 2.5 | % |
Plymouth Meeting Mall | | | 3.8 | % | | n/a | | | | | 83.0 | % | | | | | 74.8 | % | | | 345 | | | | | | 87.8 | % | | | | | 81.3 | % | | n/a | | | (4.8 | %) | | | (6.5 | %) |
| | | 21.4 | % | | n/a | | | | | 87.6 | % | | | | | 83.5 | % | | | 396 | | | | | | 91.2 | % | | | | | 84.8 | % | | n/a | | | (3.6 | %) | | | (1.3 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Core Malls | | | 98.3 | % | | n/a | | | | | 92.4 | % | | | | | 89.5 | % | | | 531 | | | | | | 93.7 | % | | | | | 89.9 | % | | n/a | | | (1.3 | %) | | | (0.4 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Wyoming Valley Mall | | | - | % | | n/a | | | | | - | % | | | | | - | % | | | 389 | | | | | | 64.5 | % | | | | | 83.6 | % | | n/a | | | | | | | | |
Valley View Mall | | | 1.3 | % | | n/a | | | | | 64.5 | % | | | | | 78.9 | % | | | 359 | | | | | | 68.9 | % | | | | | 87.5 | % | | n/a | | | (4.4 | %) | | | (8.6 | %) |
Exton Square Mall | | | 0.4 | % | | n/a | | | | | 61.8 | % | | | | | 55.3 | % | | | 338 | | | | | | 76.7 | % | | | | | 65.1 | % | | n/a | | | (14.9 | %) | | | (9.8 | %) |
All Non-Core Malls | | | 1.8 | % | | n/a | | | | | 62.7 | % | | | | | 63.8 | % | | | 363 | | | | | | 70.2 | % | | | | | 76.4 | % | | n/a | | | (7.5 | %) | | | (12.6 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Malls | | | 100.0 | % | | n/a | | | | | 89.7 | % | | | | | 87.6 | % | | | 513 | | | | | | 90.2 | % | | | | | 88.5 | % | | n/a | | | (0.5 | %) | | | (0.9 | %) |
(1) | Average comp sales are not reported due to COVID-19 related mall closures impacting the majority of the second quarter of 2020. |
(2) | 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. |
21
Pennsylvania Real Estate Investment Trust
Top Twenty Tenants
June 30, 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 | | 53 | | | 9 | | | 62 | | | | 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, Old Navy Outlet, Banana Republic Factory Store | | 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 | % |
Genesco Inc. | | Johnston & Murphy, Journeys, Journeys Kidz, Underground by Journeys | | 25 | | | 4 | | | 29 | | | | 1.5 | % |
Home Depot | | Home Depot | | 1 | | | 2 | | | 3 | | | | 1.5 | % |
Cineworld Group | | Regal Cinemas | | 4 | | | | - | | | 4 | | | | 1.5 | % |
Dave & Buster's, Inc. | | Dave & Buster's | | 3 | | | | - | | | 3 | | | | 1.4 | % |
Ascena Retail Group, Inc. | | Ann Taylor, 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 | | 8 | | | | - | | | 8 | | | | 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 | | | | 346 | | | 66 | | | 412 | | | | 38.0 | % |
Total Leases | | | | | 1,439 | | | 303 | | | | 1,742 | | | | 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 June 30, 2020. |
22
Pennsylvania Real Estate Investment Trust
Lease Expirations as of June 30, 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 | | | 239 | | | | 776,663 | | | | 9.6 | % | | | 34,868 | | | | 31,609 | | | | 10.5 | % | | | 44.89 | |
2021 | | | 271 | | | | 1,126,248 | | | | 14.0 | % | | | 41,365 | | | | 35,196 | | | | 11.7 | % | | | 36.73 | |
2022 | | | 219 | | | | 678,555 | | | | 8.4 | % | | | 32,918 | | | | 28,528 | | | | 9.5 | % | | | 48.51 | |
2023 | | | 174 | | | | 1,034,423 | | | | 12.8 | % | | | 39,438 | | | | 34,948 | | | | 11.6 | % | | | 38.13 | |
2024 | | | 165 | | | | 718,310 | | | | 8.9 | % | | | 37,121 | | | | 33,903 | | | | 11.3 | % | | | 51.68 | |
2025 | | | 170 | | | | 807,554 | | | | 10.0 | % | | | 41,462 | | | | 33,633 | | | | 11.2 | % | | | 51.34 | |
2026 | | | 114 | | | | 579,742 | | | | 7.2 | % | | | 31,119 | | | | 24,185 | | | | 8.1 | % | | | 53.68 | |
2027 | | | 90 | | | | 641,463 | | | | 8.0 | % | | | 24,422 | | | | 22,859 | | | | 7.6 | % | | | 38.07 | |
2028 | | | 73 | | | | 612,067 | | | | 7.6 | % | | | 22,435 | | | | 21,124 | | | | 7.0 | % | | | 36.66 | |
2029 | | | 58 | | | | 480,965 | | | | 6.0 | % | | | 17,416 | | | | 16,581 | | | | 5.5 | % | | | 36.21 | |
Thereafter | | | 55 | | | | 604,055 | | | | 7.5 | % | | | 18,639 | | | | 17,669 | | | | 5.9 | % | | | 30.86 | |
Total/Average | | | 1,628 | | | | 8,060,045 | | | | 100.0 | % | | $ | 341,202 | | | $ | 300,237 | | | | 100.0 | % | | $ | 42.33 | |
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 | % | | | 1,895 | | | | 1,895 | | | | 5.8 | % | | | 5.44 | |
2024 | | | 5 | | | | 702,674 | | | | 14.3 | % | | | 6,988 | | | | 6,988 | | | | 21.3 | % | | | 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 | | | | 20.9 | % | | | 6.97 | |
2029 | | | 1 | | | | 65,155 | | | | 1.3 | % | | | 2,210 | | | | 2,210 | | | | 6.7 | % | | | 33.92 | |
Thereafter | | | 5 | | | | 304,304 | | | | 6.2 | % | | | 4,404 | | | | 4,404 | | | | 13.4 | % | | | 14.47 | |
Total/Average | | | 44 | | | | 4,928,394 | | | | 100.0 | % | | $ | 34,320 | | | $ | 32,747 | | | | 100.0 | % | | $ | 6.96 | |
(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 467,904 square feet. |
(3) | Includes our share of tenant rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments. |
23
Pennsylvania Real Estate Investment Trust
Property Information as of June 30, 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 | | | | 140,108 | | | | 167,746 | | | | 9,394 | | | | 616,750 | |
| | | | Dick's Sporting Goods | | 2028 | | | 61,677 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Sportsman's Warehouse | | 2031 | | | | | | | | | | | | | 15,000 | | | | | | | | | | | | | |
Cherry Hill Mall | | Cherry Hill, NJ | | Nordstrom | | 2025 | | | 138,000 | | | JCPenney | | | 174,285 | | | | 227,087 | | | | 391,771 | | | | 64,786 | | | | 1,300,529 | |
| | | | | | | | | | | | Macy's | | | 304,600 | | | | | | | | | | | | | | | | | |
Cumberland Mall | | Vineland, NJ | | Burlington | | 2021 | | | 80,983 | | | BJ's Wholesale Club | | | 117,889 | | | | 137,493 | | | | 144,423 | | | | 88,680 | | | | 951,267 | |
| | | | 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 | | | | 147,045 | | | | 3,135 | | | | 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 | | | | 124,272 | | | | 180,738 | | | | 37,598 | | | | 754,267 | |
| | | | Sears | | 2023 | | | 120,883 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | | | 50,150 | | | | | | | | | | | | | |
Jacksonville Mall | | Jacksonville, NC | | Belk | | 2021 | | | 72,510 | | | | | | | | | | 112,570 | | | | 120,418 | | | | 18,042 | | | | 493,145 | |
| | | | JCPenney | | 2025 | | | 51,812 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Sears | | 2021 | | | 117,793 | | | | | | | | | | | | | | | | | | | | | | | |
Lehigh Valley Mall | | Allentown, PA | | Boscov's | | 2022 | | | 164,694 | | | JCPenney | | | 207,292 | | | | 166,519 | | | | 314,684 | | | | 94,580 | | | | 1,159,769 | |
| | | | Macy's | | 2022 | | | 212,000 | | | | | | | | | | | | | | | | | | | | | | | |
Magnolia Mall | | Florence, SC | | Belk | | 2028 | | | 115,793 | | | | | | | | | | 96,175 | | | | 132,244 | | | | 20,798 | | | | 591,860 | |
| | | | 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 | | | | | | | | | | 87,637 | | | | 168,050 | | | | 206,197 | | | | 956,569 | |
| | | | 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 | | | | 210,011 | | | | 27,939 | | | | 717,664 | |
| | | | JCPenney | | 2020 | | | 85,212 | | | Macy's | | | 140,000 | | | | | | | | | | | | | | | | | |
Plymouth Meeting Mall | | Plymouth Meeting, PA | | Boscov's | | 2028 | | | 188,429 | | | | | | | | | | 136,418 | | | | 182,046 | | | | 153,957 | | | | 906,697 | |
| | | | Whole Foods | | 2029 | | | 65,155 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Burlington | | 2030 | | | 41,883 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2031 | | | | | | | | | | | | | 57,588 | | | | | | | | | | | | | |
| | | | AMC Theaters | | 2027 | | | | | | | | | | | | | 48,000 | | | | | | | | | | | | | |
| | | | LEGOLAND Discovery Center | | 2032 | | | | | | | | | | | | | 33,221 | | | | | | | | | | | | | |
Springfield Mall | | Springfield, PA | | | | | | | | | | Macy's | | | 192,000 | | | | 20,577 | | | | 176,239 | | | | 26,020 | | | | 610,735 | |
| | | | | | | | | | | | Target | | | 195,899 | | | | | | | | | | | | | | | | | |
Springfield Town Center | | Springfield, VA | | Macy's | | 2025 | | | 252,245 | | | JCPenney | | | 209,144 | | | | 178,772 | | | | 305,751 | | | | 80,900 | | | | 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 | | | | 254,214 | | | | 11,890 | | | | 923,711 | |
| | | | Macy's | | 2023 | | | 195,655 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Target | | 2024 | | | 135,186 | | | | | | | | | | | | | | | | | | | | | | | |
24
Pennsylvania Real Estate Investment Trust
Property Information as of June 30, 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 | | | | 220,519 | | | | 12,738 | | | | 842,145 | |
| | | | Belk | | 2028 | | | 123,094 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Regal Cinemas | | 2029 | | | | | | | | | | | | | 53,059 | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2031 | | | 62,416 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Onelife Fitness | | 2033 | | | 70,000 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Tilt Studio | | 2028 | | | 47,841 | | | | | | | | | | | | | | | | | | | | | | | |
Viewmont Mall | | Scranton, PA | | JCPenney | | 2025 | | | 193,112 | | | Macy's | | | 139,801 | | | | 65,843 | | | | 153,377 | | | | 24,516 | | | | 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 | | | | 253,177 | | | | 25,476 | | | | 1,086,325 | |
| | | | Nordstrom Rack | | 2022 | | | 40,332 | | | Sears(2) | | | 175,584 | | | | | | | | | | | | | | | | | |
Woodland Mall | | Grand Rapids, MI | | Von Maur | | 2119 | | | 86,165 | | | JCPenney | | | 254,905 | | | | 162,636 | | | | 289,577 | | | | 11,773 | | | | 962,372 | |
| | | | | | | | | | | | Macy's | | | 157,316 | | | | | | | | | | | | | | | | | |
Total Core Malls | | | | | | | | | 4,497,347 | | | | | | 3,385,924 | | | | 2,931,643 | | | | 3,812,030 | | | | 918,419 | | | | 15,545,363 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Malls and Retail Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | Exton, PA | | Boscov's | | 2024 | | | 178,000 | | | Macy's | | | 181,200 | | | | 101,513 | | | | 162,686 | | | | 309,422 | | | | 991,192 | |
| | | | Round 1 | | 2026 | | | 58,371 | | | | | | | | | | | | | | | | | | | | | | | |
Fashion District Philadelphia | | Philadelphia, PA | | Burlington | | 2032 | | | 85,162 | | | | | | | | | | 104,548 | | | | 146,133 | | | | 230,211 | | | | 824,282 | |
| | | | 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 | | | | 53,961 | | | | 777,695 | |
| | | | | | | | | | | | 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 | | | | 46,559 | | | | 51,129 | | | | 703,909 | |
| | | | | | | | | | | | 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 | | | | 123,212 | | | | 257,337 | | | | 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 | | | | 1,352,599 | | | | 816,944 | | | | 968,418 | | | | 4,706,955 | |
Total Portfolio | | | | | | | | | 5,137,199 | | | | | | 4,315,066 | | | | 4,284,242 | | | | 4,628,974 | | | | 1,886,837 | | | | 20,252,318 | |
|
(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. |
25
Pennsylvania Real Estate Investment Trust
Investment in Real Estate - Consolidated Properties
(in thousands)
| | June 30, 2020 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(1) | |
Core Malls | | | | | | | | | | | | | | | | | | | | |
Capital City Mall | | $ | 136,897 | | | $ | - | | | $ | 54,145 | | | $ | 82,752 | | | $ | - | |
Cherry Hill Mall | | | 479,906 | | | | 4,490 | | | | 269,091 | | | | 215,305 | | | | 266,576 | |
Cumberland Mall | | | 84,101 | | | | - | | | | 32,738 | | | | 51,363 | | | | 41,857 | |
Dartmouth Mall | | | 87,244 | | | | 3,798 | | | | 46,072 | | | | 44,970 | | | | 57,916 | |
Francis Scott Key Mall | | | 98,082 | | | | - | | | | 44,713 | | | | 53,369 | | | | 68,469 | |
Jacksonville Mall | | | 93,852 | | | | - | | | | 41,726 | | | | 52,126 | | | | - | |
Magnolia Mall | | | 107,992 | | | | 10 | | | | 51,848 | | | | 56,154 | | | | - | |
Moorestown Mall | | | 185,752 | | | | 3,094 | | | | 76,775 | | | | 112,071 | | | | - | |
Patrick Henry Mall | | | 156,565 | | | | - | | | | 75,389 | | | | 81,176 | | | | 87,994 | |
Plymouth Meeting Mall | | | 231,322 | | | | 8,616 | | | | 104,169 | | | | 135,769 | | | | - | |
The Mall at Prince Georges | | | 143,530 | | | | 2,146 | | | | 66,929 | | | | 78,747 | | | | - | |
Springfield Town Center | | | 496,291 | | | | - | | | | 74,923 | | | | 421,368 | | | | - | |
Valley Mall | | | 146,836 | | | | 1,540 | | | | 50,844 | | | | 97,532 | | | | - | |
Viewmont Mall | | | 121,755 | | | | - | | | | 51,977 | | | | 69,778 | | | | 67,185 | |
Willow Grove Park | | | 233,261 | | | | 33,729 | | | | 109,454 | | | | 157,536 | | | | 154,666 | |
Woodland Mall | | | 260,966 | | | | 23,310 | | | | 83,190 | | | | 201,086 | | | | 123,280 | |
Total Core Malls | | | 3,064,353 | | | | 80,733 | | | | 1,233,983 | | | | 1,911,103 | | | | 867,943 | |
| | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | | 48,972 | | | | - | | | | 12,267 | | | | 36,705 | | | | - | |
Valley View Mall | | | 36,191 | | | | - | | | | 13,490 | | | | 22,701 | | | $ | 27,212 | |
Total Non-Core Malls | | | 85,163 | | | | - | | | | 25,757 | | | | 59,406 | | | | 27,212 | |
| | | | | | | | | | | | | | | | | | | | |
Total Malls | | $ | 3,149,516 | | | $ | 80,733 | | | $ | 1,259,740 | | | $ | 1,970,509 | | | $ | 895,155 | |
Other Properties | | | | | | | | | | | | | | | | | | | | |
Land held for development | | | 5,881 | | | | - | | | | - | | | | 5,881 | | | | - | |
Total Other Properties | | $ | 5,881 | | | $ | - | | | $ | - | | | $ | 5,881 | | | $ | - | |
Total Investment in Real Estate | | $ | 3,155,397 | | | $ | 80,733 | | | $ | 1,259,740 | | | $ | 1,976,390 | | | $ | 895,155 | |
| | | | | | | | | | | | | | | | | | | | |
Outparcels/land parcels held for sale | | | | | | | | | | | | | | | | | | | | |
Moorestown Mall | | | 434 | | | | - | | | | - | | | | 434 | | | | - | |
Woodland Mall | | | 1,116 | | | | - | | | | - | | | | 1,116 | | | | - | |
Total held for sale | | $ | 1,549 | | | $ | - | | | $ | - | | | $ | 1,549 | | | $ | - | |
(1) | Refer to page 29 for further debt information. |
26
Pennsylvania Real Estate Investment Trust
Investment in Real Estate – Equity Method Investments at Ownership Share
(in thousands)
| | June 30, 2020 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(2) | |
Unconsolidated Malls | | | | | | | | | | | | | | | | | | | | |
Fashion District Philadelphia(1) | | $ | 226,118 | | | $ | 112,510 | | | $ | (14,248 | ) | | $ | 324,380 | | | $ | 150,500 | |
Lehigh Valley Mall | | | 50,641 | | | | 4,996 | | | | (29,262 | ) | | | 26,375 | | | | 95,496 | |
Springfield Mall | | | 58,727 | | | | 60 | | | | (24,770 | ) | | | 34,017 | | | | 30,026 | |
Total Unconsolidated Malls | | $ | 335,486 | | | $ | 117,566 | | | $ | (68,280 | ) | | $ | 384,772 | | | $ | 276,022 | |
| | | | | | | | | | | | | | | | | | | | |
Unconsolidated Other Retail Properties | | | | | | | | | | | | | | | | | | | | |
Gloucester Premium Outlets | | | 27,497 | | | | 776 | | | | (5,315 | ) | | | 22,958 | | | | 21,500 | |
Metroplex Shopping Center | | | 44,118 | | | | 1,654 | | | | (26,102 | ) | | | 19,670 | | | | 37,005 | |
The Court at Oxford Valley | | | 28,410 | | | | 8 | | | | (13,098 | ) | | | 15,320 | | | | 26,368 | |
Red Rose Commons | | | 13,281 | | | | - | | | | (5,310 | ) | | | 7,971 | | | | 12,703 | |
Total Unconsolidated Other Retail Properties | | $ | 113,306 | | | $ | 2,438 | | | $ | (49,825 | ) | | $ | 65,919 | | | $ | 97,576 | |
Unconsolidated Property Under Development | | | | | | | | | | | | | | | | | | | | |
Pavilion at Market East | | | 6,346 | | | | 811 | | | | (2,398 | ) | | | 4,759 | | | $ | 3,076 | |
Total Investment in Real Estate | | $ | 455,138 | | | $ | 120,815 | | | $ | (120,503 | ) | | $ | 455,450 | | | $ | 376,674 | |
(1) | CIP includes $34.8 million of existing building shell that was reclassified from operating properties. |
(2) | Refer to page 29 for further debt information. |
27
Pennsylvania Real Estate Investment Trust
Capital Expenditures
Three and Six Months Ended June 30, 2020
(in thousands)
| | Three Months Ended June 30, 2020 | | | Six Months Ended June 30, 2020 | |
| | Consolidated | | | | | PREIT's Share of Equity Method Investments | | | | | Total | | | Consolidated | | | | | PREIT's Share of Equity Method Investments | | | Total | |
Redevelopment projects with incremental GLA and/or anchor replacement (1) | | $ | 3,393 | | | | | $ | 6,901 | | | | | $ | 10,294 | | | $ | 18,318 | | | | | $ | 17,666 | | | $ | 35,984 | |
Tenant allowances | | | 3,637 | | | | | | 1,087 | | | | | | 4,724 | | | | 4,655 | | | | | | 1,087 | | | | 5,742 | |
Recurring capital expenditures: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CAM expenditures | | | 292 | | | | | | 287 | | | | | | 579 | | | | 1,238 | | | | | | 297 | | | | 1,535 | |
Non-CAM expenditures | | | 49 | | | | | | - | | | | | | 49 | | | | 110 | | | | | | 17 | | | | 127 | |
Total recurring capital expenditures | | | 341 | | | | | | 287 | | | | | | 628 | | | | 1,348 | | | | | | 314 | | | | 1,662 | |
Total | | $ | 7,371 | | | | | $ | 8,275 | | | | | $ | 15,646 | | | $ | 24,321 | | | | | $ | 19,067 | | | $ | 43,388 | |
(1) | Net of any tenant reimbursements, parcel sales, tax credits or other incentives. |
28
Pennsylvania Real Estate Investment Trust
Debt Analysis as of June 30, 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) | | $ | 881,301 | | | | 41.8 | % | | $ | 13,854 | | | | 0.7 | % | | $ | 895,155 | | | | 42.5 | % |
Unconsolidated mortgage loans payable (3) | | | 201,598 | | | | 9.6 | % | | | 24,576 | | | | 1.1 | % | | | 226,174 | | | | 10.7 | % |
Consolidated Term Loans (4) | | | 446,727 | | | | 26.0 | % | | | 97,273 | | | | 0.0 | % | | | 544,000 | | | | 26.0 | % |
Unconsolidated Term Loan (5) | | | - | | | | 0.0 | % | | | 150,500 | | | | 7.1 | % | | | 150,500 | | | | 7.1 | % |
2018 Revolving Facility | | | - | | | | 0.0 | % | | | 375,000 | | | | 13.7 | % | | | 375,000 | | | | 13.7 | % |
Total Outstanding Debt | | $ | 1,529,626 | | | | 69.8 | % | | $ | 661,203 | | | | 30.2 | % | | $ | 2,190,829 | | | | 100.0 | % |
Average Stated Interest Rate | | | 4.25 | % | | | | | | | 2.16 | % | | | | | | | 3.61 | % | | | | |
(1) | Includes variable rate debt swapped to fixed rate debt. |
(2) | Excludes deferred financing costs of $1,381. |
(3) | Reflects our share of mortgage debt of equity method investees. Excludes our share of deferred financing costs of $637. |
(4) | Excludes deferred financing costs of $1,655. |
(5) | Reflects our share of Term Loan debt of equity method investee. Excludes our share of deferred financing costs of $1,473. |
| | | | Average Debt Balance | |
| | | | Mortgage Debt | | | Revolving Facility | | | Term Loans | | | Total | |
Beginning Balance | | 3/31/2020 | | $ | 1,125,145 | | | $ | 289,000 | | | $ | 700,500 | | | $ | 2,114,645 | |
2018 Revolving Facility Borrowing | | 4/1/2020 | | | - | | | | 25,000 | | | | - | | | | 25,000 | |
2018 Revolving Facility Borrowing | | 5/21/2020 | | | - | | | | 35,000 | | | | - | | | | 35,000 | |
2018 Revolving Facility Borrowing | | 6/2/2020 | | | - | | | | 10,000 | | | | - | | | | 10,000 | |
2018 Revolving Facility Borrowing | | 6/9/2020 | | | - | | | | 10,000 | | | | - | | | | 10,000 | |
2018 Revolving Facility Borrowing | | 6/16/2020 | | | - | | | | 6,000 | | | | - | | | | 6,000 | |
2018 Term Loan Repayment | | 4/30/2020 | | | - | | | | - | | | | (1,091 | ) | | | (1,091 | ) |
2018 Term Loan Repayment | | 5/29/2020 | | | - | | | | - | | | | (1,091 | ) | | | (1,091 | ) |
2018 Term Loan Repayment | | 6/30/2020 | | | - | | | | - | | | | (1,091 | ) | | | (1,091 | ) |
2014 Term Loan Repayment | | 4/30/2020 | | | - | | | | - | | | | (909 | ) | | | (909 | ) |
2014 Term Loan Repayment | | 5/29/2020 | | | - | | | | - | | | | (909 | ) | | | (909 | ) |
2014 Term Loan Repayment | | 6/30/2020 | | | - | | | | - | | | | (909 | ) | | | (909 | ) |
Mortgage loan amortization, including our share of debt of equity method investees | | 6/30/2020 | | | (3,816 | ) | | | - | | | | - | | | | (3,816 | ) |
Ending Balance | | 6/30/2020 | | $ | 1,121,329 | | | $ | 375,000 | | | $ | 694,500 | | | $ | 2,190,829 | |
Weighted Average Balance | | | | $ | 1,123,692 | | | $ | 317,611 | | | $ | 698,433 | | | $ | 2,139,737 | |
(continued next page)
29
Pennsylvania Real Estate Investment Trust
Debt Analysis as of June 30, 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 | | $ | 11,631 | | | $ | (492 | ) | | $ | 27,161 | | | $ | - | | | $ | - | | | $ | (611 | ) | | $ | 37,689 | |
2021 | | | 22,543 | | | | (625 | ) | | | 229,955 | | | | - | | | | 247,273 | | | | (1,167 | ) | | | 497,979 | |
2022 | | | 17,201 | | | | (301 | ) | | | 377,489 | | | | 375,000 | | | | - | | | | (740 | ) | | | 768,649 | |
2023 | | | 10,204 | | | | (195 | ) | | | 86,801 | | | | - | | | | 447,227 | | | | (210 | ) | | | 543,827 | |
2024 | | | 9,291 | | | | (185 | ) | | | - | | | | - | | | | - | | | | (75 | ) | | | 9,031 | |
Thereafter | | | 11,619 | | | | (220 | ) | | | 317,434 | | | | - | | | | - | | | | (325 | ) | | | 328,508 | |
| | $ | 82,489 | | | $ | (2,018 | ) | | $ | 1,038,840 | | | $ | 375,000 | | | $ | 694,500 | | | $ | (3,128 | ) | | $ | 2,185,683 | |
(1) | The weighted average period to total debt maturity is 2.57 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 | | $ | 27,212 | | | | 5.95 | % |
2021 | | | 232,612 | | | | 3.64 | % |
2022 | | | 398,402 | | | | 4.02 | % |
2023 | | | 94,921 | | | | 4.37 | % |
2024 | | | - | | | | - | |
Thereafter | | | 368,182 | | | | 4.08 | % |
Total | | $ | 1,121,329 | | | | 4.04 | % |
(1) | Includes our share of debt of equity method investees. |
30
Pennsylvania Real Estate Investment Trust
Debt Schedule as of June 30, 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 | | $ | 27,212 | | | | 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) | | | 123,280 | | | | 3.02 | % | | | 5,401 | | | | 121,600 | | | April 2021 | | April 2021 |
Red Rose Commons (2) | | | 12,703 | | | | 5.14 | % | | | 978 | | | | 12,379 | | | July 2021 | | July 2021 |
The Court at Oxford Valley (2) | | | 26,368 | | | | 5.56 | % | | | 2,058 | | | | 25,782 | | | July 2021 | | July 2021 |
Cumberland Mall | | | 41,857 | | | | 4.40 | % | | | 3,433 | | | | 38,157 | | | August 2022 | | August 2022 |
Cherry Hill Mall | | | 266,576 | | | | 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 | | | 57,916 | | | | 3.97 | % | | | 3,825 | | | | 53,299 | | | April 2023 | | April 2023 |
Metroplex Shopping Center (2) | | | 37,005 | | | | 5.00 | % | | | 2,818 | | | | 33,502 | | | October 2023 | | October 2023 |
Patrick Henry Mall | | | 87,994 | | | | 4.35 | % | | | 5,748 | | | | 77,591 | | | July 2025 | | July 2025 |
Springfield Mall (2) | | | 30,026 | | | | 4.45 | % | | | 1,964 | | | | 26,299 | | | October 2025 | | October 2025 |
Willow Grove Park | | | 154,666 | | | | 3.88 | % | | | 9,599 | | | | 133,754 | | | October 2025 | | October 2025 |
Lehigh Valley Mall (2) | | | 95,496 | | | | 4.06 | % | | | 5,768 | | | | 79,789 | | | November 2027 | | November 2027 |
Total Fixed Rate Mortgage Loans | | $ | 1,082,899 | | | | 4.09 | % | | $ | 66,245 | | | $ | 880,433 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Variable Rate Mortgage Loans | | | | | | | | | | | | | | | | | | | | |
Pavilion East Associates (2) | | $ | 3,076 | | | | 3.73 | % | | $ | 215 | | | $ | 3,009 | | | February 2021 | | February 2021 |
Viewmont Mall | | | 10,185 | | | | 2.77 | % | | | 398 | | | | 67,185 | | | March 2021 | | March 2021 |
Gloucester Premium Outlets (2) | | | 21,500 | | | | 1.67 | % | | | 663 | | | | 21,500 | | | March 2022 | | March 2023 |
Francis Scott Key Mall | | | 3,669 | | | | 2.52 | % | | | 153 | | | | 66,712 | | | January 2022 | | January 2023 |
Total Variable Rate Mortgage Loans | | $ | 38,430 | | | | 2.17 | % | | $ | 1,429 | | | $ | 158,406 | | | | | |
Total Mortgage Loans | | $ | 1,121,329 | | | | 4.02 | % | | $ | 67,674 | | | $ | 1,038,839 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Consolidated Mortgage Loans | | $ | 895,155 | | | | 3.96 | % | | $ | 53,197 | | | $ | 836,579 | | | | | |
Consolidated Deferred Financing Fees | | | (1,381 | ) | | n/a | | | n/a | | | n/a | | | | | |
Unconsolidated Mortgage Loans | | | 226,174 | | | | 4.27 | % | | | 14,464 | | | | 202,260 | | | | | |
Unconsolidated Deferred Financing Fees (2) | | | (637 | ) | | n/a | | | n/a | | | n/a | | | | | |
2014 7 Year Term Loan (1) | | | 247,273 | | | | 3.37 | % | | | 10,008 | | | | 247,273 | | | December 2021 | | December 2021 |
2018 5 Year Term Loan (1) | | | 296,727 | | | | 4.95 | % | | | 13,327 | | | | 296,727 | | | May 2023 | | May 2023 |
Unconsolidated Term Loan | | | 150,500 | | | | 2.17 | % | | | 5,390 | | | | 150,500 | | | January 2023 | | January 2023 |
Term Loan Deferred Financing Fees | | | (3,128 | ) | | n/a | | | n/a | | | n/a | | | | | |
2018 Revolving Facility | | | 375,000 | | | | 2.08 | % | | | 8,126 | | | | 375,000 | | | May 2022 | | May 2023 |
Total | | $ | 2,185,683 | | | | 3.61 | % | | $ | 104,512 | | | $ | 2,108,339 | | | | | |
Amortization of Deferred Financing Fees | | — | | | | 0.15 | % | | — | | | — | | | | | |
Effective Interest Rate | | $ | 2,185,683 | | | | 3.61 | % | | $ | 104,512 | | | $ | 2,108,339 | | | | | |
(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)
| June 30, 2020 |
Consolidated Liabilities to Gross Asset Value | (2) |
Ratio of Consolidated Liabilities to Gross Asset Value shall not exceed 65% (suspended as of June 30, 2020) | |
Secured Indebtedness to Gross Asset Value | N/A |
Secured Indebtedness to Gross Asset Value may not exceed 60% | |
Adjusted EBITDA to Fixed Charges | (2) |
Adjusted EBITDA may not be less than 1.40 to 1.00 (suspended as of June 30, 2020) | |
Unencumbered Adjusted NOI to Unsecured Interest Expense | N/A |
Unencumbered Adjusted NOI to Unsecured Interest Expense may not be less than 1.75 to 1.00 | |
Unencumbered Debt Yield | (2) |
Ratio of Unencumbered Adjusted NOI to Unsecured Debt may not be less than 10% (suspended as of June 30, 2020) | |
| (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. |
| (2) | The Credit Facility Agreements were amended on March 30, 2020 and again on July 27, 2020, and the covenants and ratios, as amended, and several of which were suspended as of June 30, 2020, as noted in this table, are described in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2020. |
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Pennsylvania Real Estate Investment Trust
Forward Looking Statements
FORWARD LOOKING STATEMENTS
This Supplemental Financial and Operating Information for the quarter ended June 30, 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 bankruptcies, consolidation and store closings, particularly among anchor tenants; |
| • | current economic conditions, including current high rates of unemployment and its effects on consumer confidence and spending, 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; |
| • | social unrest and acts of vandalism or violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; |
| • | 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 and obtain additional debt covenant relief 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 the sections entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and any subsequent reports we file with the SEC. We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
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Pennsylvania Real Estate Investment Trust
Definitions
Funds From Operations (FFO)
The National Association of Real Estate Investment Trusts (“NAREIT”) defines 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, equity in income of partnerships, gains/losses and adjustment to gains/losses on sales of interest in non operating real estate, gains/losses 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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