Exhibit 99.1
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Supplemental Financial and Operating Information
December 31, 2020
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www.preit.com
NYSE: PEI
NYSE: PEIPRB, PEIPRC, PEIPRD
Pennsylvania Real Estate Investment Trust
Supplemental Financial and Operating Information
December 31, 2020
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Table of Contents | |
Introduction | |
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Company Information | 1 |
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Earnings Release | 2 |
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Changes in Funds from Operations for the Three Months and Year Ended December 31, 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 Months and Year Ended December 31, 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 Months and Year Ended December 31, 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 December 31, 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 December 31, 2020 and 2019 | 11 |
Reconciliation of Net Income (Loss) (GAAP Measure) to Net Operating Income from Consolidated Properties (Non-GAAP Measure) - Year Ended December 31, 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) - Year Ended December 31, 2020 and 2019 | 13 |
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Reconciliation of Funds From Operations and Funds Available for Distribution – Three Months and Year Ended December 31, 2020 and 2019 | 14 |
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Condensed Consolidated Balance Sheet | 15 |
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Assets and Liabilities - Equity Method Investments, at Ownership Share | 16 |
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Operating Statistics | |
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Leasing Activity Summary – Three Months and Year Ended December 31, 2020 | 17 |
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Summarized Sales and Rent Per Square Foot and Occupancy Percentages | 19 |
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Mall Occupancy Percentage and Sales Per Square Foot | 20 |
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Top Twenty Tenants | 21 |
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Lease Expirations | 22 |
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Property Information | 23 |
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Balance Sheet | |
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Investment in Real Estate - Consolidated Properties | 25 |
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Investment in Real Estate - Equity Method Investments at Ownership Share | 26 |
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Capital Expenditures – Three Months and Year Ended December 31, 2020 | 27 |
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Debt Analysis | 28 |
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Debt Schedule | 30 |
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Selected Debt Ratios | 31 |
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Forward Looking Statements | 32 |
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Definitions | 33 |
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 19.8 million square feet and include 20 shopping malls and five 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
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 Fourth Quarter and Full Year 2020 Results
Core Mall Total Leased Space reached 91.5%
Four Anchor Replacement Transactions Executed
Traffic approaching pre-COVID levels across portfolio
Philadelphia, March 11, 2021 - PREIT (NYSE: PEI) today reported results for the three months and year ended December 31, 2020. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located in the tables accompanying this release.
| | Three Months Ended December 31, | | | Year Ended December 31, | |
(per share amounts) | | 2020 | | | 2019 | | | 2020 | | | | | 2019 | |
Net loss - basic and diluted | | $ | (2.62 | ) | | $ | (0.29 | ) | | $ | (3.72 | ) | | | | $ | (0.52 | ) |
FFO | | | (0.22 | ) | | | 0.28 | | | | (0.02 | ) | | | | | 1.33 | |
FFO, as adjusted | | | (0.13 | ) | | | 0.34 | | | | (0.01 | ) | | | | | 1.05 | |
FFO from assets transferred in 2019 and 2020 | | | - | | | | (0.01 | ) | | | - | | | | | | (0.02 | ) |
FFO, as adjusted for assets transferred | | $ | (0.13 | ) | | $ | 0.33 | | | $ | (0.01 | ) | | | | $ | 1.03 | |
“The PREIT team, and portfolio, proved to be resilient as we navigated uncertain terrain. Our targeted strategy of dispositions and anchor replacements over the past several years created a real estate portfolio of bullseye locations in high barrier-to-entry markets that stands the test of time,” said Joseph F. Coradino, Chairman and CEO of PREIT. “Our portfolio is comprised of a differentiated mix of uses that attracts robust demand from a variety of non-retail uses, strengthening the Company and fortifying our revenue stream. At the same time, we are well-positioned for a strong return to brick and mortar shopping and leisure as restrictions ease and vaccinations continue.”
| • | Same Store NOI, excluding lease termination revenue, decreased 33.3% for the three months ended December 31, 2020 compared to the three months ended December 31, 2019. |
| • | The quarter was impacted by a decrease in revenue of $22.1 million primarily resulting from bankruptcies and related store closings, an increase in credit losses for challenged tenants as well as decreased percentage sales revenue resulting from restrictions limiting consumer traffic related to the COVID-19 pandemic. |
| • | Same Store NOI, excluding lease termination revenue, decreased 28.2% for the year ended December 31, 2020 compared to December 31, 2019. |
| • | The year was impacted by a decrease in revenue of $75.0 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. |
| • | In support of challenged tenants, PREIT granted just under $12 million in rent abatements. |
| • | Cash collections continued to improve, increasing to 112% of billings for Q4 2020. |
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| • | Core Mall total occupancy was 90.3%. Core Mall non-anchor occupancy was 89.4%. |
| • | Core Mall non-anchor leased space, at 90.1%, exceeds occupied space by 70 basis points when factoring in executed new leases slated for future occupancy. |
| • | Average renewal spreads for the quarter ended December 31, 2020 were 1.4% in the wholly-owned portfolio for spaces less than 10,000 square feet. |
| • | The Company supported local economies, paying over $66 million in real estate taxes during 2020. |
| • | The Company completed its financial restructuring, extending its debt maturity schedule and improving its liquidity position. |
Leasing and Redevelopment
| • | 358,000 square feet of leases are signed for future openings, which is expected to contribute annual gross rent of $8.4 million. |
| • | Leasing momentum continued with over 600,000 square feet of new stores opening in the portfolio during the year. |
| • | Construction is underway for Aldi to open its first store in the portfolio at Dartmouth Mall during Q3 2021. |
| • | A lease has been executed for a new self-storage facility in previously unused below grade space at Mall at Prince George’s with an anticipated opening in Q1 2022. |
| • | A lease with Tilt Studios was signed to replace JC Penney at Magnolia Mall in Florence, SC. |
| • | A transaction has been executed with Cooper Hospital for an outpatient location in the former Sears space at Moorestown Mall in Moorestown, NJ. |
COVID-19 Impact and Response
| • | During 2020, the Company experienced varying levels of property closures and continued restrictions on certain businesses. |
| • | Core mall traffic at comparable properties was approximately 74% of 2019 traffic during the holiday season. |
| • | Cash collections for April through December totaled 80% of billings for those months. |
| • | In continuous support of its tenants, PREIT has developed and implemented its own contactless pick up solution, Mall2Go, and developed a branded parking lot activation series, Park and Play, that has resulted in two dozen events being held between late July and mid-September at its properties. |
| • | 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. |
| • | The Company launched sMALL surprises, an innovative e-commerce platform delivering curated surprise packs from our mall retailers based on the recipient’s interests. |
| • | The Company launched an initiative to support black-owned businesses and brands throughout its portfolio to empower its customers to make more informed purchasing decisions, noting that black-owned businesses were disproportionately challenged by the pandemic. |
Primary Factors Affecting Financial Results for the Three Months Ended December 31, 2020 and 2019
| • | Net loss attributable to PREIT common shareholders was $202.1 million (which takes into consideration the accrual of preferred dividends that accumulated during the quarter but have not been paid), or $2.62 per basic and diluted share for the three months ended December 31, 2020, compared to net loss attributable to PREIT common shareholders of $21.7 million, or $0.29 per basic and diluted share for the three months ended December 31, 2019. |
| • | As a result of the revaluation of assets at our Fashion District Philadelphia partnership, the Company recognized a loss on remeasurement of $148.5 million in the quarter. |
| • | Same Store NOI, including lease terminations, decreased by $20.7 million, or 34.4%. The decrease is primarily due to lost revenues from bankrupt tenants, an increase in credit losses and a decrease in percentage of sales revenue due to COVID-19 related store closures, partially offset by new store openings, including contributions from replacement anchors. |
| • | Non-Same Store NOI decreased by $1.6 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 derecognition of property at Valley View Mall during the third quarter of 2020. |
| • | FFO for the three months ended December 31, 2020 was $(0.22) per diluted share and OP Unit compared to $0.28 per diluted share and OP Unit for the three months ended December 31, 2019. Adjustments to FFO in the fourth quarter of 2020 were related to $0.05 per share from reorganization expenses and $0.04 per share from loss on hedge ineffectiveness. Adjustments to FFO in the 2019 quarter included $0.04 per share of provision for employee separation expenses and $0.03 per share of impairment of development land parcels. |
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 December 31, 2020 and 2019 is included on page 16.
Debt Restructuring and Chapter 11 Process
On December 11, 2020, the Company announced that it had successfully completed its financial restructuring and emerged from Chapter 11.
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The Company’s new credit facility provides the Company access to up to $130 million of new capital to support its operations and continue advancing its strategic priorities. In addition to recapitalizing its business, PREIT's debt maturity schedule has been extended, providing the Company with enhanced financial flexibility.
Asset Dispositions
Multifamily Land Parcels: The Company has executed agreements of sale for land parcels for anticipated multifamily development in the amount of $87.2 million. The agreements are with multiple buyers across five properties for 2,200 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.
Hotel Parcels: The Company has an executed agreement of sale to convey a land parcel for anticipated hotel development in the amount of $2.5 million for approximately 125 rooms. Closing on the transaction is subject to customary due diligence provisions and securing entitlements.
Retail Operations
Due to COVID-related mall closures impacting a significant portion of the year, the Company is not reporting tenant sales at this time.
2021 Outlook
The Company is not issuing detailed guidance at this time.
Conference Call Information
Management has scheduled a conference call for 11:00 a.m. Eastern Time on Friday March 12, 2021, 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 4671799, 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 Months and Year Ended December 31, 2020 as compared to the Three Months and Year Ended December 31, 2019
(all per share amounts on a diluted basis unless otherwise noted; rounded to the nearest half penny; amounts may not total due to rounding)
(in thousands, except per share amounts) | | Three Months Ended December 31 | | | Per Diluted Share and OP Unit | | | Year Ended December 31 | | | Per Diluted Share and OP Unit | |
Funds from Operations, as adjusted December 31, 2019 | | $ | 26,657 | | | $ | 0.34 | | | $ | 82,650 | | | $ | 1.05 | |
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Changes - Q4 2019 to Q4 2020 | | | | | | | | | | | | | | | | |
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Contribution from anchor replacements and new box tenants | | | 1,422 | | | | 0.02 | | | | 4,650 | | | | 0.06 | |
Impact from bankruptcies | | | (1,694 | ) | | | (0.02 | ) | | | (3,356 | ) | | | (0.05 | ) |
Other leasing activity, including base rent and net CAM and real estate tax recoveries | | | (7,590 | ) | | | (0.10 | ) | | | (32,931 | ) | | | (0.42 | ) |
Lease termination revenue | | | (949 | ) | | | (0.01 | ) | | | 824 | | | | 0.01 | |
Credit losses | | | (8,271 | ) | | | (0.11 | ) | | | (19,739 | ) | | | (0.25 | ) |
Other | | | (1,488 | ) | | | (0.02 | ) | | | (3,057 | ) | | | (0.04 | ) |
Same Store NOI from unconsolidated properties | | | (2,092 | ) | | | (0.03 | ) | | | (5,729 | ) | | | (0.08 | ) |
Same Store NOI | | | (20,662 | ) | | | (0.26 | ) | | | (59,339 | ) | | | (0.75 | ) |
Non Same Store NOI | | | (1,588 | ) | | | (0.02 | ) | | | (9,797 | ) | | | (0.13 | ) |
Dilutive effect of asset sales | | | (718 | ) | | | (0.01 | ) | | | (1,851 | ) | | | (0.03 | ) |
General and administrative expenses | | | (6,890 | ) | | | (0.09 | ) | | | (4,262 | ) | | | (0.06 | ) |
Capitalization of leasing costs | | | (238 | ) | | | (0.01 | ) | | | (756 | ) | | | (0.01 | ) |
Gain on debt extinguishment | | | (1,514 | ) | | | (0.02 | ) | | | (26,346 | ) | | | (0.34 | ) |
Gain on sales of non-operating real estate | | | 228 | | | | 0.01 | | | | 54 | | | | - | |
Other | | | 9,327 | | | | 0.12 | | | | 41,539 | | | | 0.53 | |
Interest expense, net | | | (15,044 | ) | | | (0.19 | ) | | | (22,921 | ) | | | (0.29 | ) |
Increase in weighted average shares | | | - | | | | (0.01 | ) | | | - | | | | - | |
Funds from Operations, as adjusted December 31, 2020 | | $ | (10,442 | ) | | $ | (0.13 | ) | | $ | (1,029 | ) | | $ | (0.01 | ) |
Insurance recoveries, net | | | - | | | | - | | | | 586 | | | | 0.01 | |
Reorganization expenses | | | (3,769 | ) | | | (0.05 | ) | | | (3,769 | ) | | | (0.05 | ) |
Gain on derecognition of property | | | 1,121 | | | | 0.02 | | | | 8,127 | | | | 0.11 | |
Loss gain on debt extinguishment | | | (1,487 | ) | | | (0.02 | ) | | | (1,487 | ) | | | (0.02 | ) |
Provision for employee separation expense | | | (55 | ) | | | - | | | | (1,227 | ) | | | (0.02 | ) |
Loss on hedge ineffectiveness | | | (2,912 | ) | | | (0.04 | ) | | | (2,912 | ) | | | (0.04 | ) |
Funds from Operations December 31, 2020 | | $ | (17,544 | ) | | $ | (0.22 | ) | | $ | (1,711 | ) | | $ | (0.02 | ) |
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Pennsylvania Real Estate Investment Trust
Market Capitalization and Capital Resources
(in thousands)
| | December 31, 2020 | | | December 31, 2019 | |
MARKET CAPITALIZATION | | | | | | | | |
| | | | | | | | |
EQUITY CAPITALIZATION | | | | | | | | |
Common Shares Outstanding | | | 79,537 | | | | 77,550 | |
OP Units Outstanding | | | 1,979 | | | | 2,023 | |
Total Common Shares and OP Units Outstanding | | | 81,516 | | | | 79,573 | |
Equity Market Capitalization—Common Shares and OP Units | | $ | 81,516 | | | $ | 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 | | $ | 465,266 | | | $ | 807,874 | |
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DEBT CAPITALIZATION | | | | | | | | |
Secured Debt Balance (1) | | $ | 2,236,872 | | | $ | 1,280,208 | |
Unsecured Debt Balance (2) (3) | | | - | | | | 805,000 | |
Debt Capitalization | | $ | 2,236,872 | | | $ | 2,085,208 | |
TOTAL MARKET CAPITALIZATION | | $ | 2,702,138 | | | $ | 2,893,082 | |
| | | | | | | | |
Equity Capitalization/Total Market Capitalization | | | 17.2 | % | | | 27.9 | % |
Debt Capitalization/Total Market Capitalization | | | 82.8 | % | | | 72.1 | % |
Unsecured Debt Balance/Total Debt | | | 0.0 | % | | | 38.6 | % |
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| | | | | | | | |
CAPITAL RESOURCES | | | | | | | | |
Cash and Cash Equivalents | | $ | 55,086 | | | $ | 26,922 | |
Revolving Facility | | | 130,000 | | | | 400,000 | |
Amount Outstanding | | | (54,830 | ) | | | (255,000 | ) |
Available Revolving Facility (4) | | $ | 75,170 | | | $ | 145,000 | |
Term Loans | | | 1,072,620 | | | | 700,500 | |
Amount Borrowed | | | (1,072,620 | ) | | | (700,500 | ) |
Available Term Loans | | $ | - | | | $ | - | |
TOTAL | | $ | 130,256 | | | $ | 171,922 | |
Shelf Registration | | $ | - | | | $ | 500,000 | |
(1) | Includes all consolidated mortgages, term loans, and revolving credit facility, as well as our share of mortgage debt from unconsolidated equity method investments and $100.5 million and $150.5 million of secured debt from our share of the FDP Term Loan as of December 31, 2020 and 2019, respectively and $50.0 million from our share of the Partnership Loan as of December 31, 2020. |
(2) | The unsecured debt balance includes a 2018 Revolving Facility balance of $255,000 as of December 31, 2019. |
(3) | The unsecured debt balance includes a Term Loan balance $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, however the majority of these covenants do not come into effect until June 30, 2021. |
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Pennsylvania Real Estate Investment Trust
Statement of Operations – Three Months and Year Ended December 31, 2020 and 2019
| | Three Months Ended December 31, | | | Year Ended December 31, | |
(in thousands of dollars) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
REVENUE: | | | | | | | | | | | | | | | | |
Real estate revenue: | | | | | | | | | | | | | | | | |
Lease revenue | | $ | 58,828 | | | $ | 78,643 | | | $ | 237,141 | | | $ | 302,311 | |
Expense reimbursements | | | 4,141 | | | | 4,637 | | | | 15,462 | | | | 19,979 | |
Other real estate revenue | | | 3,530 | | | | 5,049 | | | | 8,333 | | | | 12,668 | |
Total real estate revenue | | | 66,499 | | | | 88,329 | | | | 260,936 | | | | 334,958 | |
Other income | | | 123 | | | | 393 | | | | 887 | | | | 1,834 | |
Total revenue | | | 66,622 | | | | 88,722 | | | | 261,823 | | | | 336,792 | |
EXPENSES: | | | | | | | | �� | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating expenses: | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (26,104 | ) | | | (27,369 | ) | | | (106,522 | ) | | | (113,260 | ) |
Utilities | | | (2,858 | ) | | | (3,383 | ) | | | (11,829 | ) | | | (14,733 | ) |
Other property operating expenses | | | (2,848 | ) | | | (2,750 | ) | | | (8,547 | ) | | | (8,565 | ) |
Total property operating expenses | | | (31,810 | ) | | | (33,502 | ) | | | (126,898 | ) | | | (136,558 | ) |
Depreciation and amortization | | | (30,766 | ) | | | (39,699 | ) | | | (126,362 | ) | | | (137,784 | ) |
General and administrative expenses | | | (19,481 | ) | | | (12,591 | ) | | | (50,272 | ) | | | (46,010 | ) |
Provision for employee separation expenses | | | (54 | ) | | | (2,611 | ) | | | (1,227 | ) | | | (3,689 | ) |
Insurance recoveries, net | | | - | | | | (132 | ) | | | 586 | | | | 4,362 | |
Project costs and other expenses | | | (7 | ) | | | (17 | ) | | | (294 | ) | | | (284 | ) |
Total operating expenses | | | (82,118 | ) | | | (88,552 | ) | | | (304,467 | ) | | | (319,963 | ) |
Interest expense, net(1) | | | (30,042 | ) | | | (17,001 | ) | | | (84,341 | ) | | | (63,987 | ) |
Gain (loss) on debt extinguishment | | | (1,487 | ) | | | 27 | | | | (1,487 | ) | | | 24,859 | |
Gain on derecognition of property | | | 1,121 | | | | - | | | | 8,127 | | | | - | |
Impairment of assets | | | - | | | | (1,455 | ) | | | - | | | | (1,455 | ) |
Impairment of development land parcel | | | - | | | | (2,098 | ) | | | - | | | | (3,562 | ) |
Reorganization expenses | | | (3,769 | ) | | | - | | | | (3,769 | ) | | | - | |
Total expenses | | | (116,295 | ) | | | (109,079 | ) | | | (385,938 | ) | | | (364,108 | ) |
Loss before equity in (loss) income of partnerships, loss on remeasurement of assets by equity method investee, gain on sales of real estate by equity method investee, gain on sales of real estate, net, and gain on sales of interests in non operating real estate, net of adjustment | | | (49,673 | ) | | | (20,357 | ) | | | (124,115 | ) | | | (27,316 | ) |
Equity in (loss) income of partnerships | | | (2,746 | ) | | | 2,153 | | | | (5,544 | ) | | | 8,289 | |
Loss on remeasurement of assets by equity method investee | | | (148,545 | ) | | | - | | | | (148,545 | ) | | | - | |
Gain on sales of real estate by equity method investee | | | - | | | | - | | | | - | | | | 553 | |
Gain on sales of real estate, net | | | 275 | | | | 72 | | | | 11,444 | | | | 2,756 | |
Gain on sales of interests in non operating real estate | | | 227 | | | | 2,718 | | | | 54 | | | | 2,718 | |
Net loss | | | (200,462 | ) | | | (15,414 | ) | | | (266,706 | ) | | | (13,000 | ) |
Less: net loss attributed to noncontrolling interest | | | 5,192 | | | | 565 | | | | 7,189 | | | | 2,128 | |
Net loss attributable to PREIT | | | (195,270 | ) | | | (14,849 | ) | | | (259,517 | ) | | | (10,872 | ) |
Less: cumulative preferred share dividends | | | (6,844 | ) | | | (6,844 | ) | | | (27,375 | ) | | | (27,375 | ) |
Net loss attributable to PREIT common shareholders | | $ | (202,114 | ) | | $ | (21,693 | ) | | $ | (286,892 | ) | | $ | (38,247 | ) |
(1) | Net of capitalized interest expense of $348 and $756 for the three months ended December 31, 2020 and 2019, respectively, and $2,192 and $7,725 for the year ended December 31, 2020 and 2019, respectively. |
(2) | Equity in (loss) income of partnerships is net of capitalized interest expense of $0 and $1,471 for the three months ended December 31, 2020 and 2019, respectively, and $2,394 and $6,025 for the year ended December 31, 2020 and 2019, respectively. |
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Pennsylvania Real Estate Investment Trust
Computation of Earnings Per Share – Three Months and Year Ended December 31, 2020 and 2019
(in thousands, except per share amounts)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
(in thousands, except per share amounts) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net loss | | $ | (200,462 | ) | | $ | (15,414 | ) | | $ | (266,706 | ) | | $ | (13,000 | ) |
Noncontrolling interest | | | 5,193 | | | | 565 | | | | 7,189 | | | | 2,128 | |
Cumulative preferred share dividends | | | (6,844 | ) | | | (6,844 | ) | | | (27,375 | ) | | | (27,375 | ) |
Dividends on unvested restricted shares | | | - | | | | (219 | ) | | | (363 | ) | | | (883 | ) |
Net loss used to calculate loss per share—basic and diluted | | $ | (202,112 | ) | | $ | (21,912 | ) | | $ | (287,255 | ) | | $ | (39,130 | ) |
Basic and diluted loss per share: | | $ | (2.62 | ) | | $ | (0.29 | ) | | $ | (3.72 | ) | | $ | (0.52 | ) |
| | | | | | | | | | | | | | | | |
(in thousands of shares) | | | | | �� | | | | | | | | | | | |
Weighted average shares outstanding—basic | | | 77,457 | | | | 76,557 | | | | 77,227 | | | | 75,221 | |
Effect of common share equivalents(1) | | | - | | | | - | | | | - | | | | - | |
Weighted average shares outstanding—diluted | | | 77,457 | | | | 76,557 | | | | 77,227 | | | | 75,221 | |
(1) | The Company had net losses for the three months ended December 31, 2020 and 2019 and the year ended December 31, 2020 and 2019. Therefore, the effects of common share equivalents of 285 and 485 for the three months ended December 31, 2020 and 2019, respectively, and, 380 and 452 for the year ended December 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 December 31, 2020 and 2019 (Non-GAAP Measures)
(in thousands)
Net Operating Income ("NOI") Reconciliation for the Three Months Ended December 31, 2020(1)
| | Same Store | | | Change | | | Non Same Store | | | Total | |
(in thousands of dollars) | | 2020 | | | 2019 | | | $ | | | % | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
NOI from consolidated properties | | $ | 34,095 | | | $ | 52,666 | | | $ | (18,571 | ) | | | (35.3 | %) | | $ | 594 | | | $ | 2,162 | | | $ | 34,689 | | | $ | 54,828 | |
NOI attributable to equity method investments, at ownership share | | | 5,359 | | | | 7,451 | | | | (2,092 | ) | | | (28.1 | %) | | | 903 | | | | 923 | | | | 6,262 | | | | 8,374 | |
Total NOI | | | 39,454 | | | | 60,117 | | | | (20,663 | ) | | | (34.4 | %) | | | 1,497 | | | | 3,085 | | | | 40,951 | | | | 63,202 | |
Less: lease termination revenue | | | 32 | | | | 1,018 | | | | (986 | ) | | | (96.9 | %) | | | - | | | | 1 | | | | 32 | | | | 1,019 | |
Total NOI excluding lease termination revenue | | $ | 39,422 | | | $ | 59,099 | | | $ | (19,677 | ) | | | (33.3 | %) | | $ | 1,497 | | | $ | 3,084 | | | $ | 40,919 | | | $ | 62,183 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
Net Operating Income ("NOI") Reconciliation for the Year Ended December 31, 2020(1)
| | Same Store | | | Change | | | Non Same Store | | | Total | |
(in thousands of dollars) | | 2020 | | | 2019 | | | $ | | | % | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
NOI from consolidated properties | | $ | 132,264 | | | $ | 185,874 | | | $ | (53,610 | ) | | | (28.8 | %) | | $ | 1,774 | | | $ | 12,526 | | | $ | 134,038 | | | $ | 198,400 | |
NOI attributable to equity method investments, at ownership share | | | 22,869 | | | | 28,597 | | | | (5,728 | ) | | | (20.0 | %) | | | 1,687 | | | | 732 | | | | 24,556 | | | | 29,329 | |
Total NOI | | | 155,133 | | | | 214,471 | | | | (59,338 | ) | | | (27.7 | %) | | | 3,461 | | | | 13,258 | | | | 158,594 | | | | 227,729 | |
Less: lease termination revenue | | | 2,268 | | | | 1,531 | | | | 737 | | | | 48.1 | % | | | - | | | | 18 | | | | 2,268 | | | | 1,549 | |
Total NOI excluding lease termination revenue | | $ | 152,865 | | | $ | 212,940 | | | $ | (60,075 | ) | | | (28.2 | %) | | $ | 3,461 | | | $ | 13,240 | | | $ | 156,326 | | | $ | 226,180 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
Earnings Before Interest, Income Taxes, Depreciation, and Amortization for Real Estate ("EBITDAre") Reconciliation(1)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net loss | | $ | (200,461 | ) | | $ | (15,414 | ) | | $ | (266,706 | ) | | $ | (13,000 | ) |
Depreciation and amortization: | | | | | | | | | | | | | | | | |
Consolidated | | | 30,765 | | | | 39,699 | | | | 126,362 | | | | 137,784 | |
Unconsolidated properties at ownership share | | | 4,244 | | | | 3,421 | | | | 16,640 | | | | 9,874 | |
Interest expense: | | | | | | | | | | | | | | | | |
Consolidated | | | 30,042 | | | | 17,001 | | | | 84,341 | | | | 63,987 | |
Unconsolidated properties at ownership share | | | 4,716 | | | | 2,713 | | | | 13,278 | | | | 10,711 | |
Gain on sales of real estate by equity method investee | | | - | | | | - | | | | - | | | | (553 | ) |
Gain on sales of real estate, net | | | (274 | ) | | | (72 | ) | | | (11,444 | ) | | | (2,756 | ) |
Gain (loss) on debt extinguishment, net | | | 1,487 | | | | (27 | ) | | | 1,487 | | | | (24,859 | ) |
Gain on derecognition of property | | | (1,121 | ) | | | - | | | | (8,127 | ) | | | | |
Impairment of developmental land parcel | | | - | | | | - | | | | - | | | | 3,562 | |
Impairment of assets | | | - | | | | 1,455 | | | | - | | | | 3,553 | |
Loss on remeasurement of assets by equity method investee | | | 148,545 | | | | - | | | | 148,545 | | | | - | |
EBITDAre | | $ | 17,944 | | | $ | 48,776 | | | $ | 104,377 | | | $ | 188,303 | |
(1) | EBITDAre is a non-GAAP measure. See definition on page 34. |
9
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Loss to Net Operating Income from Consolidated Properties (Non-GAAP Measure)
Three Months Ended December 31, 2020 and 2019
(in thousands)
| | Three Months Ended December 31, | |
| | 2020 | | | 2019 | |
Net loss | | $ | (200,461 | ) | | $ | (15,414 | ) |
Other income | | | (123 | ) | | | (393 | ) |
Depreciation and amortization | | | 30,765 | | | | 39,699 | |
General and administrative expenses | | | 19,480 | | | | 12,591 | |
Insurance recoveries, net | | | - | | | | 132 | |
Provision for employee separation expenses | | | 55 | | | | 2,611 | |
Project costs and other expenses | | | 7 | | | | 17 | |
Interest expense, net | | | 30,042 | | | | 17,001 | |
Equity in loss (income) of partnerships | | | 2,746 | | | | (2,153 | ) |
Loss on remeasurement of assets by equity method investee | | | 148,545 | | | | - | |
Gain (loss) on debt extinguishment, net | | | 1,487 | | | | (27 | ) |
Gain on derecognition of property | | | (1,121 | ) | | | - | |
Impairment of assets | | | - | | | | 1,455 | |
Impairment of development land parcel | | | - | | | | 2,098 | |
Reorganization expenses | | | 3,769 | | | | - | |
Loss on sales of real estate by equity method investee | | | - | | | | - | |
Gain on sales of real estate, net | | | (274 | ) | | | (72 | ) |
Gain on sales of interest in non operating real estate | | | (228 | ) | | | (2,718 | ) |
NOI from consolidated properties(1) | | $ | 34,689 | | | $ | 54,828 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 48,515 | | | $ | 52,006 | | | $ | 1,598 | | | $ | 3,137 | | | $ | 50,113 | | | $ | 55,144 | |
CAM reimbursement income | | | 9,033 | | | | 9,960 | | | | 229 | | | | 550 | | | | 9,262 | | | | 10,510 | |
Real estate tax income | | | 7,628 | | | | 8,607 | | | | (101 | ) | | | 141 | | | | 7,527 | | | | 8,748 | |
Percentage rent | | | 1,120 | | | | 3,729 | | | | - | | | | 40 | | | | 1,120 | | | | 3,769 | |
Lease termination revenue | | | 14 | | | | 963 | | | | - | | | | 1 | | | | 14 | | | | 964 | |
| | | 66,310 | | | | 75,265 | | | | 1,726 | | | | 3,869 | | | | 68,036 | | | | 79,134 | |
Less: credit (losses) recoveries | | | (8,789 | ) | | | (518 | ) | | | (419 | ) | | | 27 | | | | (9,208 | ) | | | (491 | ) |
Lease revenue | | | 57,521 | | | | 74,747 | | | | 1,307 | | | | 3,896 | | | | 58,828 | | | | 78,644 | |
Expense reimbursements | | | 4,001 | | | | 4,294 | | | | 141 | | | | 343 | | | | 4,142 | | | | 4,637 | |
Other real estate revenue | | | 3,344 | | | | 4,711 | | | | 185 | | | | 337 | | | | 3,529 | | | | 5,048 | |
Total real estate revenue | | | 64,866 | | | | 83,752 | | | | 1,633 | | | | 4,576 | | | | 66,499 | | | | 88,328 | |
Property operating expenses | | | | | | | - | | | | | | | | - | | | | | | | | | |
CAM and real estate taxes | | | (25,370 | ) | | | (25,427 | ) | | | (734 | ) | | | (1,943 | ) | | | (26,104 | ) | | | (27,370 | ) |
Utilities | | | (2,729 | ) | | | (3,109 | ) | | | (129 | ) | | | (274 | ) | | | (2,858 | ) | | | (3,383 | ) |
Other property operating expenses | | | (2,672 | ) | | | (2,551 | ) | | | (176 | ) | | | (197 | ) | | | (2,848 | ) | | | (2,748 | ) |
Total property operating expenses | | | (30,771 | ) | | | (31,087 | ) | | | (1,039 | ) | | | (2,414 | ) | | | (31,810 | ) | | | (33,501 | ) |
NOI from consolidated properties(1) | | $ | 34,095 | | | $ | 52,665 | | | $ | 594 | | | $ | 2,163 | | | $ | 34,689 | | | $ | 54,828 | |
Less: Lease termination revenue | | | 14 | | | | 963 | | | | - | | | | 1 | | | | 14 | | | | 964 | |
NOI from consolidated properties excluding lease termination revenue(1) | | $ | 34,081 | | | $ | 51,702 | | | $ | 594 | | | $ | 2,161 | | | $ | 34,675 | | | $ | 53,863 | |
% change in Same Store NOI from consolidated properties excluding lease termination revenue | | | | | | (34.1%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
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 December 31, 2020 and 2019
(in thousands)
| | Three Months Ended December 31, | |
(in thousands of dollars) | | 2020 | | | 2019 | |
Equity in (loss) income of partnerships | | $ | (2,746 | ) | | $ | 2,153 | |
Other income | | | (10 | ) | | | (29 | ) |
Depreciation and amortization | | | 4,244 | | | | 3,421 | |
Interest expense and other expenses, net | | | 4,774 | | | | 2,829 | |
NOI from equity method investments at ownership share(1) | | $ | 6,262 | | | $ | 8,374 | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 6,256 | | | $ | 6,692 | | | $ | 1,629 | | | $ | 1,098 | | | $ | 7,885 | | | $ | 7,790 | |
CAM reimbursement income | | | 1,289 | | | | 1,551 | | | | 447 | | | | 596 | | | | 1,736 | | | | 2,147 | |
Real estate tax income | | | 902 | | | | 998 | | | | 78 | | | | 107 | | | | 980 | | | | 1,105 | |
Percentage rent | | | 36 | | | | 133 | | | | 94 | | | | 109 | | | | 130 | | | | 242 | |
Lease termination revenue | | | 18 | | | | 55 | | | | - | | | | - | | | | 18 | | | | 55 | |
| | | 8,501 | | | | 9,429 | | | | 2,248 | | | | 1,910 | | | | 10,749 | | | | 11,339 | |
Less: credit (losses) recoveries | | | (849 | ) | | | 30 | | | | (16 | ) | | | (47 | ) | | | (865 | ) | | | (17 | ) |
Lease revenue | | | 7,652 | | | | 9,459 | | | | 2,232 | | | | 1,863 | | | | 9,884 | | | | 11,322 | |
Expense reimbursements | | | 390 | | | | 472 | | | | 188 | | | | 134 | | | | 578 | | | | 606 | |
Other real estate revenue | | | 268 | | | | 359 | | | | 431 | | | | 838 | | | | 699 | | | | 1,197 | |
Total real estate revenue | | | 8,309 | | | | 10,290 | | | | 2,851 | | | | 2,835 | | | | 11,160 | | | | 13,125 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (2,217 | ) | | | (2,115 | ) | | | (1,381 | ) | | | (1,411 | ) | | | (3,598 | ) | | | (3,526 | ) |
Utilities | | | (158 | ) | | | (180 | ) | | | (165 | ) | | | (111 | ) | | | (323 | ) | | | (291 | ) |
Other property operating expenses | | | (574 | ) | | | (544 | ) | | | (402 | ) | | | (390 | ) | | | (976 | ) | | | (934 | ) |
Total property operating expenses | | | (2,949 | ) | | | (2,839 | ) | | | (1,948 | ) | | | (1,912 | ) | | | (4,897 | ) | | | (4,751 | ) |
NOI from equity method investments at ownership share(1) | | $ | 5,359 | | | $ | 7,451 | | | $ | 904 | | | $ | 923 | | | $ | 6,263 | | | $ | 8,374 | |
Less: Lease termination revenue | | | 18 | | | | 55 | | | | - | | | | - | | | | 18 | | | | 55 | |
NOI from equity method investments at ownership share excluding lease termination revenue(1) | | $ | 5,341 | | | $ | 7,396 | | | $ | 904 | | | $ | 923 | | | $ | 6,245 | | | $ | 8,319 | |
% change in Same Store NOI from equity method investments at ownership share excluding lease termination revenue | | | | | | (27.8%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
11
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income (Loss) to Net Operating Income from Consolidated Properties (Non-GAAP Measure)
Year Ended December 31, 2020 and 2019
(in thousands)
| | Year Ended December 31, | |
| | 2020 | | | 2019 | |
| | | | | | | | |
Net loss | | $ | (266,706 | ) | | $ | (13,000 | ) |
Other income | | | (887 | ) | | | (1,834 | ) |
Depreciation and amortization | | | 126,362 | | | | 137,784 | |
General and administrative expenses | | | 50,271 | | | | 46,010 | |
Insurance recoveries, net | | | (586 | ) | | | (4,362 | ) |
Provision for employee separation expenses | | | 1,228 | | | | 3,689 | |
Project costs and other expenses | | | 294 | | | | 283 | |
Interest expense, net | | | 84,341 | | | | 63,987 | |
Impairment of assets | | | - | | | | 1,455 | |
Impairment of development land parcel | | | - | | | | 3,562 | |
Equity in loss (income) of partnerships | | | 5,544 | | | | (8,289 | ) |
Loss on remeasurement of assets by equity method investee | | | 148,545 | | | | - | |
Gain (loss) on debt extinguishment, net | | | 1,487 | | | | (24,859 | ) |
Gain on derecognition of property | | | (8,127 | ) | | | - | |
Gain on sales of real estate by equity method investee | | | - | | | | (553 | ) |
Gain on sales of interests in real estate, net | | | (11,444 | ) | | | (2,756 | ) |
Reorganization expenses | | | 3,769 | | | | - | |
Loss on sales of interest in non operating real estate | | | (54 | ) | | | (2,717 | ) |
NOI from consolidated properties(1) | | $ | 134,038 | | | $ | 198,400 | |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 178,376 | | | $ | 200,625 | | | $ | 7,823 | | | $ | 18,194 | | | $ | 186,199 | | | $ | 218,819 | |
CAM reimbursement income | | | 36,809 | | | | 40,606 | | | | 1,495 | | | | 3,268 | | | | 38,304 | | | | 43,874 | |
Real estate tax income | | | 32,211 | | | | 34,614 | | | | 331 | | | | 1,629 | | | | 32,542 | | | | 36,243 | |
Percentage rent | | | 1,199 | | | | 4,657 | | | | 5 | | | | 47 | | | | 1,204 | | | | 4,704 | |
Lease termination revenue | | | 2,250 | | | | 1,426 | | | | - | | | | 18 | | | | 2,250 | | | | 1,444 | |
| | | 250,845 | | | | 281,928 | | | | 9,654 | | | | 23,156 | | | | 260,499 | | | | 305,084 | |
Less: credit (losses) recoveries | | | (22,206 | ) | | | (2,467 | ) | | | (1,151 | ) | | | (306 | ) | | | (23,357 | ) | | | (2,773 | ) |
Lease revenue | | | 228,638 | | | | 279,461 | | | | 8,503 | | | | 22,850 | | | | 237,141 | | | | 302,311 | |
Expense reimbursements | | | 14,599 | | | | 17,936 | | | | 863 | | | | 2,043 | | | | 15,462 | | | | 19,979 | |
Other real estate revenue | | | 7,873 | | | | 10,705 | | | | 460 | | | | 1,963 | | | | 8,333 | | | | 12,668 | |
Total real estate revenue | | | 251,110 | | | | 308,102 | | | | 9,826 | | | | 26,856 | | | | 260,936 | | | | 334,958 | |
Property operating expenses | | | | | | | - | | | | | | | | - | | | | | | | | | |
CAM and real estate taxes | | | (99,916 | ) | | | (101,521 | ) | | | (6,606 | ) | | | (11,739 | ) | | | (106,522 | ) | | | (113,260 | ) |
Utilities | | | (11,034 | ) | | | (13,035 | ) | | | (795 | ) | | | (1,698 | ) | | | (11,829 | ) | | | (14,733 | ) |
Other property operating expenses | | | (7,896 | ) | | | (7,672 | ) | | | (651 | ) | | | (893 | ) | | | (8,547 | ) | | | (8,565 | ) |
Total property operating expenses | | | (118,846 | ) | | | (122,228 | ) | | | (8,052 | ) | | | (14,330 | ) | | | (126,898 | ) | | | (136,558 | ) |
NOI from consolidated properties(1) | | $ | 132,264 | | | $ | 185,874 | | | $ | 1,774 | | | $ | 12,526 | | | $ | 134,038 | | | $ | 198,400 | |
Less: Lease termination revenue | | | 2,250 | | | | 1,426 | | | | - | | | | 18 | | | | 2,250 | | | | 1,444 | |
NOI from consolidated properties excluding lease termination revenue(1) | | $ | 130,014 | | | $ | 184,448 | | | $ | 1,774 | | | $ | 12,508 | | | $ | 131,788 | | | $ | 196,956 | |
% change in Same Store NOI from consolidated properties excluding lease termination revenue | | | | | | (29.5%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33.
|
12
Reconciliation of Equity in Income of Partnerships to Net Operating Income from Equity Method Investments, at Ownership Share
(Non-GAAP Measure)
Year Ended December 31, 2020 and 2019
(in thousands)
| | Year Ended December 31, | |
(in thousands of dollars) | | 2020 | | | 2019 | |
Equity in (loss) income of partnerships | | $ | (5,544 | ) | | $ | 8,289 | |
Other income | | | (47 | ) | | | (75 | ) |
Depreciation and amortization | | | 16,641 | | | | 9,874 | |
Interest expense and other expenses, net | | | 13,506 | | | | 11,242 | |
NOI from equity method investments at ownership share(1) | | $ | 24,556 | | | $ | 29,330 | |
| | Same Store | | | Non Same Store | | | Total | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Real estate revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Base rent | | $ | 23,943 | | | $ | 26,523 | | | $ | 5,117 | | | $ | 1,703 | | | $ | 29,060 | | | $ | 28,226 | |
CAM reimbursement income | | | 5,522 | | | | 6,341 | | | | 2,215 | | | | 686 | | | | 7,737 | | | | 7,027 | |
Real estate tax income | | | 3,856 | | | | 3,798 | | | | 397 | | | | 241 | | | | 4,253 | | | | 4,039 | |
Percentage rent | | | 120 | | | | 383 | | | | 278 | | | | 109 | | | | 398 | | | | 492 | |
Lease termination revenue | | | 18 | | | | 105 | | | | - | | | | - | | | | 18 | | | | 105 | |
| | | 33,459 | | | | 37,150 | | | | 8,007 | | | | 2,739 | | | | 41,466 | | | | 39,889 | |
Less: credit losses | | | (2,193 | ) | | | 48 | | | | (2,048 | ) | | | 13 | | | | (4,241 | ) | | | 61 | |
Lease revenue | | | 31,266 | | | | 37,198 | | | | 5,959 | | | | 2,752 | | | | 37,225 | | | | 39,950 | |
Expense reimbursements | | | 1,663 | | | | 1,874 | | | | 696 | | | | 284 | | | | 2,359 | | | | 2,158 | |
Other real estate revenue | | | 620 | | | | 1,165 | | | | 2,152 | | | | 1,552 | | | | 2,772 | | | | 2,717 | |
Total real estate revenue | | | 33,549 | | | | 40,237 | | | | 8,807 | | | | 4,588 | | | | 42,356 | | | | 44,825 | |
Property operating expenses | | | | | | | | | | | | | | | | | | | | | | | | |
CAM and real estate taxes | | | (8,172 | ) | | | (8,575 | ) | | | (5,541 | ) | | | (2,655 | ) | | | (13,713 | ) | | | (11,230 | ) |
Utilities | | | (633 | ) | | | (766 | ) | | | (582 | ) | | | (230 | ) | | | (1,215 | ) | | | (996 | ) |
Other property operating expenses | | | (1,875 | ) | | | (2,298 | ) | | | (997 | ) | | | (971 | ) | | | (2,872 | ) | | | (3,269 | ) |
Total property operating expenses | | | (10,680 | ) | | | (11,639 | ) | | | (7,120 | ) | | | (3,856 | ) | | | (17,800 | ) | | | (15,495 | ) |
NOI from equity method investments at ownership share(1) | | $ | 22,869 | | | $ | 28,598 | | | $ | 1,687 | | | $ | 732 | | | $ | 24,556 | | | $ | 29,330 | |
Less: Lease termination revenue | | | 18 | | | | 105 | | | | - | | | | - | | | | 18 | | | | 105 | |
NOI from equity method investments at ownership share excluding lease termination revenue(1) | | $ | 22,851 | | | $ | 28,493 | | | $ | 1,687 | | | $ | 732 | | | $ | 24,538 | | | $ | 29,225 | |
% change in Same Store NOI from equity method investments at ownership share excluding lease termination revenue | | | | | | (19.8%) | | | | | | | | | | | | | | | | | |
(1) | NOI is a non-GAAP measure. See definition of NOI on page 33. |
13
Pennsylvania Real Estate Investment Trust
Reconciliation of Net Income to Funds From Operations and Funds Available for Distribution (Non-GAAP Measures)
Three Months and Year Ended December 31, 2020 and 2019
(in thousands, except per share amounts)
| Three Months Ended December 31, | | | Year Ended December 31, | |
| 2020 | | | 2019 | | | 2020 | | | 2019 | |
FUNDS FROM OPERATIONS (1) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net loss | $ | (200,461 | ) | | $ | (15,414 | ) | | $ | (266,706 | ) | | $ | (13,000 | ) |
Depreciation and amortization on real estate | | | | | | - | | | | | | | | - | |
Consolidated properties | | 30,402 | | | | 39,296 | | | | 124,940 | | | | 136,422 | |
PREIT's share of equity method investments | | 4,244 | | | | 3,421 | | | | 16,641 | | | | 9,874 | |
Gain on sales of real estate, net | | (274 | ) | | | (72 | ) | | | (11,444 | ) | | | (2,756 | ) |
Impairment of assets | | - | | | | 1,455 | | | | - | | | | 1,456 | |
Loss on remeasurement of assets by equity method investee | | 148,545 | | | | - | | | | 148,545 | | | | - | |
Dividends on preferred shares(2) | | - | | | | (6,843 | ) | | | (13,687 | ) | | | (27,375 | ) |
Funds from operations attributable to common shareholders and OP Unit holders(1) | $ | (17,544 | ) | | $ | 21,843 | | | $ | (1,711 | ) | | $ | 104,621 | |
Insurance recoveries, net | | - | | | | 132 | | | | (586 | ) | | | (4,362 | ) |
Reorganization expenses | | 3,769 | | | | - | | | | 3,769 | | | | - | |
Gain on debt extinguishment, net | | 1,487 | | | | (27 | ) | | | 1,487 | | | | (24,859 | ) |
Gain on derecognition of property | | (1,121 | ) | | | - | | | | (8,127 | ) | | | - | |
Impairment of development land parcel | | - | | | | 2,098 | | | | - | | | | 3,562 | |
Provision for employee separation expenses | | 55 | | | | 2,611 | | | | 1,227 | | | | 3,689 | |
Loss on hedge ineffectiveness | | 2,912 | | | | - | | | | 2,912 | | | | - | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders | $ | (10,442 | ) | | $ | 26,657 | | | $ | (1,029 | ) | | $ | 82,651 | |
FUNDS AVAILABLE FOR DISTRIBUTION(1) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders(1) | $ | (10,442 | ) | | $ | 26,657 | | | $ | (1,029 | ) | | $ | 82,650 | |
Adjustments: | | | | | | - | | | | | | | | - | |
Straight line rent | | (175 | ) | | | (1,288 | ) | | | (2,093 | ) | | | (5,710 | ) |
Recurring capital expenditures | | (968 | ) | | | (4,295 | ) | | | (3,368 | ) | | | (17,590 | ) |
Tenant allowances | | (3,719 | ) | | | (6,041 | ) | | | (17,851 | ) | | | (12,122 | ) |
Amortization of non-cash deferred compensation | | 1,726 | | | | 579 | | | | 6,747 | | | | 6,212 | |
Capitalized leasing costs | | - | | | | (238 | ) | | | (150 | ) | | | (906 | ) |
Amortization of above- and below-market lease intangibles | | (16 | ) | | | (16 | ) | | | (81 | ) | | | (67 | ) |
Funds available for distribution to common shareholders and OP Unit holders(1) | $ | (13,594 | ) | | $ | 15,359 | | | $ | (17,825 | ) | | $ | 52,468 | |
| | | | | | | | | | | | | | | |
Funds from operations attributable to common shareholders and OP Unit holders per diluted share and OP Unit(1) | $ | (0.22 | ) | | $ | 0.28 | | | $ | (0.02 | ) | | $ | 1.33 | |
Funds from operations, as adjusted, attributable to common shareholders and OP Unit holders per diluted share and OP Unit | $ | (0.13 | ) | | $ | 0.34 | | | $ | (0.01 | ) | | $ | 1.05 | |
Funds available for distribution to common shareholders and OP Unit holders per diluted share and OP Unit(1) | $ | (0.17 | ) | | $ | 0.19 | | | $ | (0.22 | ) | | $ | 0.67 | |
Weighted average number of shares outstanding | | 77,457 | | | | 76,557 | | | | 77,227 | | | | 75,221 | |
Weighted average effect of full conversion of OP Units | | 1,979 | | | | 2,023 | | | | 2,012 | | | | 3,221 | |
Effect of common share equivalents | | 285 | | | | 485 | | | | 380 | | | | 453 | |
Total weighted average shares outstanding, including OP Units | | 79,721 | | | | 79,065 | | | | 79,619 | | | | 78,895 | |
(1) | Non-GAAP measures. See definitions on page 333. |
(2) | Does not include the impact of $6.8 million and $13.7 million of accrued, undeclared and unpaid preferred share dividends for the three months and year ended December 31, 2020, respectively. The Company cannot declare and pay cash dividends on common shares while there exists a preferred dividend arrearage |
14
Pennsylvania Real Estate Investment Trust
Condensed Consolidated Balance Sheet
| | December 31, | |
| | 2020 | | | 2019 | |
(in thousands of dollars) | | | | | | | | |
ASSETS: | | | | | | | | |
INVESTMENTS IN REAL ESTATE, at cost: | | | | | | | | |
Operating properties | | $ | 3,168,536 | | | $ | 3,099,034 | |
Construction in progress | | | 46,285 | | | | 106,011 | |
Land held for development | | | 5,516 | | | | 5,881 | |
Total investments in real estate | | | 3,220,337 | | | | 3,210,926 | |
Accumulated depreciation | | | (1,308,427 | ) | | | (1,202,722 | ) |
Net investments in real estate | | | 1,911,910 | | | | 2,008,204 | |
INVESTMENTS IN PARTNERSHIPS, at equity: | | | 27,066 | | | | 159,993 | |
OTHER ASSETS: | | | | | | | | |
Cash and cash equivalents | | | 43,309 | | | | 12,211 | |
Tenant and other receivables, net | | | 54,532 | | | | 41,261 | |
Intangible assets | | | 11,392 | | | | 13,404 | |
Deferred costs and other assets, net | | | 127,593 | | | | 103,688 | |
Assets held for sale | | | 1,384 | | | | 12,506 | |
Total assets | | $ | 2,177,186 | | | $ | 2,351,267 | |
LIABILITIES: | | | | | | | | |
Mortgage loans payable, net | | $ | 884,503 | | | $ | 899,753 | |
Term Loans, net | | | 908,473 | | | | 548,025 | |
Revolving Facility | | | 54,830 | | | | 255,000 | |
Tenants’ deposits and deferred rent | | | 8,899 | | | | 13,006 | |
Distributions in excess of partnership investments | | | 76,586 | | | | 87,916 | |
Fair value of derivative liabilities | | | 23,292 | | | | 13,126 | |
Accrued expenses and other liabilities | | | 93,663 | | | | 107,016 | |
Total liabilities | | | 2,050,246 | | | | 1,923,842 | |
EQUITY: | | | | | | | | |
Total equity | | | 126,940 | | | | 427,425 | |
Total liabilities and equity | | $ | 2,177,186 | | | $ | 2,351,267 | |
15
Pennsylvania Real Estate Investment Trust
Assets and Liabilities - Equity Method Investments, at Ownership Share (Non-GAAP)
(in thousands)
| | December 31, | |
(in thousands of dollars) | | 2020 | | | 2019 | |
ASSETS: | | | | | | | | |
Investments in real estate, at cost: | | | | | | | | |
Operating properties | | $ | 824,328 | | | $ | 883,530 | |
Construction in progress | | | 20,632 | | | | 251,029 | |
Total investments in real estate | | | 844,960 | | | | 1,134,559 | |
Accumulated depreciation | | | (224,641 | ) | | | (229,877 | ) |
Net investments in real estate | | | 620,319 | | | | 904,682 | |
Cash and cash equivalents | | | 28,060 | | | | 34,766 | |
Deferred costs and other assets, net | | | 161,465 | | | | 43,476 | |
Total assets | | | 809,844 | | | | 982,924 | |
LIABILITIES AND PARTNERS’ INVESTMENT: | | | | | | | | |
Mortgage loans payable, net | | | 491,119 | | | | 499,057 | |
FDP Term Loan, net | | | 201,000 | | | | 299,091 | |
Partnership Loan | | | 100,000 | | | | — | |
Other liabilities | | | 132,715 | | | | 79,166 | |
Total liabilities | | | 924,834 | | | | 877,314 | |
Net investment | | | (114,990 | ) | | | 105,610 | |
Partners’ share | | | (59,080 | ) | | | 50,997 | |
PREIT’s share | | | (55,910 | ) | | | 54,613 | |
Excess investment (1) | | | 6,390 | | | | 17,464 | |
Net investments and advances | | $ | (49,520 | ) | | $ | 72,077 | |
Investment in partnerships, at equity | | $ | 27,066 | | | $ | 159,993 | |
Distributions in excess of partnership investments | | | (76,586 | ) | | | (87,916 | ) |
Net investments and advances | | $ | (49,520 | ) | | $ | 72,077 | |
| | | | | | | | |
The non-GAAP financial information presented above includes financial information attributable to our share of unconsolidated properties. This proportionate financial information is non-GAAP financial information, but we believe that it is helpful information because it reflects the pro rata contribution from our unconsolidated properties that are owned through investments accounted for under GAAP using the equity method of accounting. Under such method, our investments in these entities are recorded in the balance sheet caption entitled “Investment in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.”
To derive the proportionate financial information reflected in the tables above we multiplied the percentage of our economic interest in each partnership on a property-by-property basis by each line item. Under the partnership agreements relating to our current unconsolidated partnerships with third parties, we own a 25% to 50% economic interest in such partnerships, and there are generally no provisions in such partnership agreements relating to special non-pro rata allocations of income or loss, and there are no preferred or priority returns of capital or other similar provisions. While this method approximates our indirect economic interest in our pro rata share of the assets and liabilities of our unconsolidated partnerships, we do not control these partnerships or have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner in the event of any liquidation of such entity. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest.
16
Pennsylvania Real Estate Investment Trust
Leasing Activity Summary – Three Months Ended December 31, 2020
| | | | Number | | | GLA | | | Term | | | Initial Rent per square foot ("psf") | | | Previous Rent psf | | | Initial Gross Rent Renewal Spread(1) | | | Average Rent Renewal Spread(2) | | | Annualized Tenant Improvements psf(3) | |
| | | | | | | | | | | | | | | | | | | | | | | | $ | | | % | | | % | | | | | |
Non Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k square feet ("sf") | | Consolidated | | | 10 | | | | 21,157 | | | | 2.7 | | | $ | 36.66 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 3.97 | |
| | Unconsolidated(4) | | | 3 | | | | 6,502 | | | | 12.3 | | | | 81.64 | | | N/A | | | N/A | | | N/A | | | N/A | | | | 3.94 | |
Total Under 10k sf | | | | | 13 | | | | 27,659 | | | | 5.0 | | | $ | 47.23 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 3.95 | |
Total New Leases | | | | | 13 | | | | 27,659 | | | | 5.0 | | | $ | 47.23 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 3.95 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Renewal Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k sf | | Consolidated | | | 42 | | | | 110,638 | | | | 2.8 | | | $ | 54.19 | | | $ | 55.96 | | | $ | (1.77 | ) | | | (3.2 | %) | | | (1.2 | %) | | $ | - | |
| | Unconsolidated(4) | | | 12 | | | | 41,085 | | | | 3.5 | | | $ | 46.94 | | | $ | 59.48 | | | | (12.54 | ) | | | (21.1 | %) | | | (14.9 | %) | | | - | |
Total Under 10k sf | | | | | 54 | | | | 151,723 | | | | 3.0 | | | $ | 52.23 | | | $ | 56.91 | | | $ | (4.69 | ) | | | (8.2 | %) | | | (5.2 | %) | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Over 10k | | Consolidated | | | 1 | | | | 16,436 | | | | 2.0 | | | | 13.56 | | | | 12.67 | | | | 0.89 | | | | 7.0 | % | | | 7.2 | % | | $ | - | |
| | Unconsolidated(4) | | | 1 | | | | 15,000 | | | | 3.0 | | | | 19.44 | | | | 24.29 | | | | (4.85 | ) | | | (20.0 | %) | | | (20.0 | %) | | | | |
Total Over 10k sf | | | | | 2 | | | | 31,436 | | | | 2.5 | | | | 16.37 | | | | 18.21 | | | | (1.85 | ) | | | (10.2 | %) | | | (8.2 | %) | | | | |
Total Fixed Rent | | | | | 56 | | | | 183,159 | | | | 2.9 | | | $ | 46.08 | | | $ | 50.27 | | | $ | (4.19 | ) | | | (8.4 | %) | | | (5.4 | %) | | $ | - | |
Total Percentage in Lieu | | Consolidated | | | 12 | | | | 26,790 | | | | 1.4 | | | | 31.15 | | | | 42.57 | | | | (11.42 | ) | | | (26.8 | %) | | N/A | | | | - | |
Total Renewal Leases | | | | | 68 | | | | 209,949 | | | | 2.7 | | | $ | 44.17 | | | $ | 49.29 | | | $ | (5.12 | ) | | | (10.4 | %) | | | | | | $ | - | |
Total Non Anchor | | | | | 81 | | | | 237,608 | | | | 3.0 | | | $ | 44.53 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | - | | | | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | | 0.0 | % | | | 0.0 | % | | $ | - | |
Renewal Leases | | Consolidated | | | 2 | | | | 186,505 | | | | 5.0 | | | | 6.07 | | | | 6.04 | | | | 0.03 | | | | 0.5 | % | | | 0.0 | % | | | - | |
Total | | | | | 2 | | | | 186,505 | | | | 5.0 | | | $ | 6.07 | | | | | | | | | | | | | | | | | | | | | |
(1) | Initial gross rent renewal spread is computed by comparing the initial rent psf in the new lease to the final rent psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent, CAM charges, estimated real estate tax reimbursements and marketing charges, but excludes percentage rent. In certain cases, a lower rent amount may be payable for a period of time until specified conditions in the lease are satisfied. |
(2) | Average rent renewal spread is computed by comparing the average rent psf over the new lease term to the final rent psf amount in the expiring lease. For purposes of this computation, the rent amount includes minimum rent and fixed CAM charges, but excludes pro rata CAM charges, estimated real estate tax reimbursements, marketing charges and percentage rent. |
(3) | Tenant improvements and certain other leasing costs are presented as annualized amounts per square foot and are spread uniformly over the initial lease term. |
(4) | We own a 25% to 50% interest in each of our unconsolidated properties and do not control such properties. Our percentage ownership is not necessarily indicative of the legal and economic implications of our ownership interest. See “—Non-GAAP Supplemental Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2019 for further details on our ownership interests in our unconsolidated properties. |
17
Pennsylvania Real Estate Investment Trust
Leasing Activity Summary – Year Ended December 31, 2020
| | | | Number | | | GLA | | | Term | | | Initial Rent per square foot ("psf") | | | Previous Rent psf | | | Initial Gross Rent Renewal Spread(1) | | | Average Rent Renewal Spread(2) | | | Annualized Tenant Improvements psf(3) | |
| | | | | | | | | | | | | | | | | | | | | | | | $ | | | % | | | % | | | | | |
Non Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k square feet ("sf") | | Consolidated | | | 42 | | | | 90,234 | | | | 5.3 | | | $ | 39.16 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 8.55 | |
| | Unconsolidated(4) | | | 5 | | | | 13,083 | | | | 8.1 | | | | 64.53 | | | N/A | | | N/A | | | N/A | | | N/A | | | | 5.52 | |
Total Under 10k sf | | | | | 47 | | | | 103,317 | | | | 5.7 | | | $ | 42.37 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 8.00 | |
Total New Leases | | | | | 47 | | | | 103,317 | | | | 5.7 | | | $ | 42.37 | | | N/A | | | N/A | | | N/A | | | N/A | | | $ | 8.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Renewal Leases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under 10k sf | | Consolidated | | | 114 | | | | 284,793 | | | | 2.8 | | | $ | 54.44 | | | $ | 55.80 | | | $ | (1.36 | ) | | | (2.4 | %) | | | 1.4 | % | | $ | 0.01 | |
| | Unconsolidated(4) | | | 21 | | | | 68,014 | | | | 2.9 | | | $ | 45.12 | | | $ | 59.84 | | | | (14.72 | ) | | | (24.6 | %) | | | (22.3 | %) | | | - | |
Total Under 10k sf | | | | | 135 | | | | 352,807 | | | | 2.8 | | | $ | 52.64 | | | $ | 56.58 | | | $ | (3.94 | ) | | | (7.0 | %) | | | (3.6 | %) | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Over 10k sf | | Consolidated | | | 4 | | | | 77,781 | | | | 3.9 | | | | 15.42 | | | | 15.52 | | | $ | (0.10 | ) | | | (0.6 | %) | | | (9.4 | %) | | | | |
| | Unconsolidated(4) | | | 1 | | | | 15,000 | | | | 3.0 | | | | 19.44 | | | | 24.29 | | | | (4.85 | ) | | | (20.0 | %) | | | (20.0 | %) | | | | |
Total Over 10k sf | | | | | 5 | | | | 92,781 | | | | 3.8 | | | | 16.07 | | | | 16.94 | | | | (0.87 | ) | | | (5.1 | %) | | | (11.3 | %) | | | | |
Total Fixed Rent | | | | | 140 | | | | 445,588 | | | | 3.0 | | | $ | 45.03 | | | $ | 48.33 | | | $ | (3.30 | ) | | | (6.8 | %) | | | (4.2 | %) | | $ | 0.01 | |
Percentage in Lieu | | Consolidated | | | 35 | | | | 102,663 | | | | 1.3 | | | | 32.75 | | | | 43.57 | | | $ | (10.82 | ) | | | (24.8 | %) | | N/A | | | | - | |
| | Unconsolidated(4) | | | 1 | | | | 636 | | | | 3.0 | | | | 72.76 | | | | 97.60 | | | | (24.84 | ) | | | (25.5 | %) | | | | | | | | |
Total Percentage in Lieu | | | | | 36 | | | | 103,299 | | | | 1.4 | | | $ | 33.00 | | | $ | 43.90 | | | $ | (10.91 | ) | | | (24.8 | %) | | | | | | $ | 0.01 | |
Total Renewal Leases (4) | | | | | 176 | | | | 548,887 | | | | 2.7 | | | $ | 42.76 | | | $ | 47.49 | | | $ | (4.73 | ) | | | (10.0 | %) | | | | | | $ | 0.01 | |
Total Non Anchor | | | | | 223 | | | | 652,204 | | | | 3.2 | | | $ | 42.70 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Anchor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | - | | | | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | | 0.0 | % | | | 0.0 | % | | $ | - | |
Renewal Leases | | Consolidated | | | 2 | | | | 186,505 | | | | 5.0 | | | | 6.07 | | | | 6.04 | | | | 0.03 | | | | 0.5 | % | | | 0.0 | % | | | - | |
Total | | | | | 2 | | | | 186,505 | | | | 5.0 | | | $ | 6.07 | | | | | | | | | | | | | | | | | | | | | |
(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
Summarized Sales and Rent Per Square Foot and Occupancy Percentages
| December 31, 2020(1) | | | December 31, 2019 | |
| | | | | | | | | Actual Occupancy | | | Leased Occupancy | | | | | | | | | | | | | | | | | | | Actual Occupancy | |
| % Rolling 12 Mo. NOI | | | Average Gross Rent(2)(3) | | | Total | | | Non- Anchor | | | Total | | | Non- Anchor | | | % Rolling 12 Mo. NOI | | | Average Comp Sales | | | Average Gross Rent(2)(3) | | | Occupancy Cost(4) | | | Total | | | Non- Anchor | |
Malls | | 92.1 | % | | $ | 57.91 | | | | 90.3 | % | | | 89.4 | % | | | 91.5 | % | | | 90.1 | % | | | 90.9 | % | | $ | 539 | | | $ | 59.63 | | | | 12.3 | % | | | 95.5 | % | | | 92.9 | % |
Non-Core Malls | | 0.1 | % | | $ | 42.92 | | | | 51.3 | % | | | 48.4 | % | | | 51.3 | % | | | 48.4 | % | | | 1.5 | % | | $ | 317 | | | $ | 46.28 | | | | 15.2 | % | | | 59.2 | % | | | 65.8 | % |
Malls Total | | 92.3 | % | | $ | 57.53 | | | | 87.9 | % | | | 87.5 | % | | | 89.1 | % | | | 88.2 | % | | | 92.4 | % | | $ | 531 | | | $ | 59.22 | | | | 12.3 | % | | | 93.2 | % | | | 91.6 | % |
Other Retail Properties | | 7.3 | % | | $ | 25.04 | | | | 90.0 | % | | | 89.2 | % | | | 91.8 | % | | | 91.1 | % | | | 5.4 | % | | n/a | | | $ | 25.59 | | | n/a | | | | 92.8 | % | | | 92.2 | % |
Total Retail Properties | | 99.5 | % | | $ | 48.25 | | | | 88.1 | % | | | 87.8 | % | | | 89.4 | % | | | 88.6 | % | | | 97.8 | % | | n/a | | | $ | 49.97 | | | n/a | | | | 93.2 | % | | | 91.7 | % |
Sold Properties | | 0.9 | % | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | 2.0 | % | | n/a | | | $ | 32.12 | | | n/a | | | | 70.7 | % | | | 91.0 | % |
Other Properties (4) | | -0.5 | % | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | | 0.1 | % | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | |
Total Portfolio | | 100.0 | % | | $ | 48.25 | | | | 88.1 | % | | | 87.8 | % | | | 89.4 | % | | | 88.6 | % | | | 100.0 | % | | $ | 531 | | | $ | 49.43 | | | | 12.3 | % | | | 92.6 | % | | | 91.7 | % |
(1) | Average comp sales are not reported for 2020 due to COVID-19 related mall closures impacting the majority of the second quarter of 2020. As a result of these closures, comparisons are not meaningful. |
(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 $21.37 per square foot as of December 31, 2020 and $21.54 per square foot as of December 31, 2019. |
(4) | Occupancy Cost was only included in 2019 and is not included in 2020, due to Average Comp Sales not being presented for 2020. |
19
Pennsylvania Real Estate Investment Trust
Mall Occupancy Percentage and Sales Per Square Foot
| | December 31, 2020 | | | December 31, 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 | | | 6.3 | % | | n/a | | | | | 96.6 | % | | | | | 94.5 | % | | | 760 | | | | | | 97.1 | % | | | | | 95.0 | % | | n/a | | | (0.5 | %) | | | (0.5 | %) |
Cherry Hill Mall | | | 13.6 | % | | n/a | | | | | 93.0 | % | | | | | 91.7 | % | | | 725 | | | | | | 98.3 | % | | | | | 97.9 | % | | n/a | | | (5.3 | %) | | | (6.2 | %) |
Woodland Mall | | | 6.4 | % | | n/a | | | | | 88.9 | % | | | | | 87.0 | % | | | 635 | | | | | | 98.7 | % | | | | | 98.4 | % | | n/a | | | (9.8 | %) | | | (11.4 | %) |
Lehigh Valley Mall | | | 6.6 | % | | n/a | | | | | 88.0 | % | | | | | 80.6 | % | | | 601 | | | | | | 90.4 | % | | | | | 84.1 | % | | n/a | | | (2.4 | %) | | | (3.5 | %) |
Mall at Prince Georges | | | 7.9 | % | | n/a | | | | | 83.0 | % | | | | | 97.9 | % | | | 555 | | | | | | 99.0 | % | | | | | 98.0 | % | | n/a | | | (16.0 | %) | | | (0.1 | %) |
Springfield Town Center | | | 10.7 | % | | n/a | | | | | 90.2 | % | | | | | 86.8 | % | | | 555 | | | | | | 94.2 | % | | | | | 92.3 | % | | n/a | | | (4.0 | %) | | | (5.5 | %) |
| | | 51.4 | % | | n/a | | | | | 89.6 | % | | | | | 89.1 | % | | | 646 | | | | | | 96.0 | % | | | | | 94.0 | % | | n/a | | | (6.4 | %) | | | (4.9 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 7-12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dartmouth Mall | | | 4.9 | % | | n/a | | | | | 97.7 | % | | | | | 96.7 | % | | | 543 | | | | | | 99.6 | % | | | | | 99.4 | % | | n/a | | | (1.9 | %) | | | (2.7 | %) |
Jacksonville Mall | | | 4.8 | % | | n/a | | | | | 99.4 | % | | | | | 98.8 | % | | | 508 | | | | | | 99.0 | % | | | | | 98.0 | % | | n/a | | | 0.4 | % | | | 0.8 | % |
Magnolia Mall | | | 3.6 | % | | n/a | | | | | 79.2 | % | | | | | 94.5 | % | | | 471 | | | | | | 99.7 | % | | | | | 99.4 | % | | n/a | | | (20.5 | %) | | | (4.9 | %) |
Capital City Mall | | | 6.1 | % | | n/a | | | | | 98.1 | % | | | | | 97.2 | % | | | 453 | | | | | | 99.5 | % | | | | | 99.3 | % | | n/a | | | (1.4 | %) | | | (2.1 | %) |
Patrick Henry Mall | | | 4.8 | % | | n/a | | | | | 96.6 | % | | | | | 95.0 | % | | | 452 | | | | | | 96.8 | % | | | | | 95.4 | % | | n/a | | | (0.2 | %) | | | (0.4 | %) |
Viewmont Mall | | | 4.6 | % | | n/a | | | | | 97.0 | % | | | | | 93.7 | % | | | 438 | | | | | | 99.7 | % | | | | | 99.4 | % | | n/a | | | (2.7 | %) | | | (5.7 | %) |
| | | 28.8 | % | | n/a | | | | | 94.2 | % | | | | | 95.9 | % | | | 471 | | | | | | 99.1 | % | | | | | 98.5 | % | | n/a | | | (4.9 | %) | | | (2.6 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Malls 13-18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley Mall | | | 4.8 | % | | n/a | | | | | 98.7 | % | | | | | 97.0 | % | | | 425 | | | | | | 99.4 | % | | | | | 98.9 | % | | n/a | | | (0.7 | %) | | | (1.9 | %) |
Moorestown Mall | | | 1.9 | % | | n/a | | | | | 82.5 | % | | | | | 89.3 | % | | | 411 | | | | | | 93.8 | % | | | | | 85.5 | % | | n/a | | | (11.3 | %) | | | 3.8 | % |
Springfield Mall | | | 1.5 | % | | n/a | | | | | 82.9 | % | | | | | 82.9 | % | | | 406 | | | | | | 91.5 | % | | | | | 91.5 | % | | n/a | | | (8.6 | %) | | | (8.6 | %) |
Cumberland Mall | | | 3.3 | % | | n/a | | | | | 91.3 | % | | | | | 85.8 | % | | | 389 | | | | | | 88.9 | % | | | | | 81.8 | % | | n/a | | | 2.4 | % | | | 4.0 | % |
Francis Scott Key Mall | | | 3.9 | % | | n/a | | | | | 91.6 | % | | | | | 86.8 | % | | | 375 | | | | | | 92.5 | % | | | | | 88.3 | % | | n/a | | | (0.9 | %) | | | (1.5 | %) |
Plymouth Meeting Mall | | | 4.1 | % | | n/a | | | | | 82.4 | % | | | | | 74.0 | % | | | 355 | | | | | | 87.5 | % | | | | | 81.2 | % | | n/a | | | (5.1 | %) | | | (7.2 | %) |
| | | 19.6 | % | | n/a | | | | | 88.4 | % | | | | | 85.0 | % | | | 395 | | | | | | 92.4 | % | | | | | 87.0 | % | | n/a | | | (4.0 | %) | | | (2.0 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Core Malls | | | 99.8 | % | | n/a | | | | | 90.3 | % | | | | | 89.4 | % | | | 539 | | | | | | 95.5 | % | | | | | 92.9 | % | | n/a | | | (5.2 | %) | | | (3.5 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley View Mall (3) | | | 0.0 | % | | n/a | | | | | | | | | | | | | | | 705 | | | | | | 93.9 | % | | | | | 91.0 | % | | n/a | | | (93.9 | %) | | | (91.0 | %) |
Exton Square Mall | | | 0.2 | % | | n/a | | | | | 51.3 | % | | | | | 48.4 | % | | | 317 | | | | | | 59.2 | % | | | | | 65.8 | % | | n/a | | | (7.9 | %) | | | (17.4 | %) |
All Non-Core Malls | | | 0.2 | % | | n/a | | | | | 51.3 | % | | | | | 48.4 | % | | | 342 | | | | | | 63.1 | % | | | | | 74.9 | % | | n/a | | | (11.8 | %) | | | (26.5 | %) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Malls | | | 100.0 | % | | n/a | | | | | 87.9 | % | | | | | 87.5 | % | | | 518 | | | | | | 92.5 | % | | | | | 91.6 | % | | n/a | | | (4.3 | %) | | | (1.7 | %) |
(1) | Average comp sales are not reported due to COVID-19 related mall closures impacting 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. |
(3) | In August of 2020 the company derecognized the assets of Valley View Mall as a loss of control of the property. We still recognize the mortgage balance of $27.2 million until the foreclosure process is complete. |
20
Pennsylvania Real Estate Investment Trust
Top Twenty Tenants
December 31, 2020
Tenant | | Brands | | Locations at Consolidated Properties | | | Locations at Unconsolidated Properties | | | Total Number of Locations | | | Percentage of Annualized Gross Rent (1) | |
Foot Locker, Inc. | | Champs, Foot Locker, Footaction, House of Hoops by Foot Locker, Kids Foot Locker, Lady Foot Locker, Nike Yardline, Footaction Flight 23 | | 41 | | | 8 | | | 49 | | | | 4.6 | % |
L Brands, Inc. | | Bath & Body Works, Pink, Victoria's Secret | | 32 | | | 6 | | | 38 | | | | 4.0 | % |
Signet Jewelers Limited | | Kay Jewelers, Piercing Pagoda, Totally Pagoda, Zales Jewelers, Silver & Gold Connection | | 47 | | | 10 | | | 57 | | | | 3.1 | % |
Dick's Sporting Goods, Inc. | | Dick's Sporting Goods | | 11 | | | 1 | | | 12 | | | | 2.9 | % |
American Eagle Outfitters, Inc. | | Aerie, American Eagle Outfitters | | 15 | | | 5 | | | 20 | | | | 2.4 | % |
Express, Inc | | Express, Express Factory Outlet, Express Men | | 11 | | | 4 | | | 15 | | | | 2.0 | % |
Dave & Buster's, Inc. | | Dave & Buster's | | 3 | | | | 1 | | | 4 | | | | 1.7 | % |
Macy's | | Bloomingdale's, Macy's | | 12 | | | 2 | | | 14 | | | | 1.7 | % |
Gap, Inc. | | Banana Republic, Gap/Gap Kids/Gap Outlet, Old Navy, Old Navy Outlet, Banana Republic Factory Store | | 11 | | | 8 | | | 19 | | | | 1.7 | % |
Cineworld Group | | Regal Cinemas | | 4 | | | | - | | | 4 | | | | 1.6 | % |
Genesco Inc. | | Johnston & Murphy, Journeys, Journeys Kidz, Underground by Journeys | | 23 | | | 5 | | | 28 | | | | 1.6 | % |
Home Depot | | Home Depot | | 1 | | | 2 | | | 3 | | | | 1.6 | % |
J.C. Penney Company, Inc. | | JC Penney, Penneys Firestone | | 10 | | | 1 | | | 11 | | | | 1.5 | % |
Luxottica Group S.p.A. | | Lenscrafters, Pearle Vision, Sunglass Hut, Sunglass Hut Outlet | | 22 | | | 7 | | | 29 | | | | 1.3 | % |
Darden Concepts, Inc. | | Bahama Breeze, Capital Grille, Olive Garden, Seasons 52, Yard House | | 8 | | | | - | | | 8 | | | | 1.3 | % |
Shoe Show, Inc. | | Shoe Department, Shoe Dept. Encore, Shoe Show | | 20 | | | 2 | | | 22 | | | | 1.2 | % |
H&M Hennes & Muritz L.P. | | H & M | | 12 | | | | 1 | | | 13 | | | | 1.1 | % |
Sycamore Partners | | Hot Topic, Talbots, Torrid | | 24 | | | | 5 | | | 29 | | | | 1.1 | % |
AMC Entertainment Holdings, Inc. | | AMC | | 3 | | | | 1 | | | 4 | | | | 1.1 | % |
The Children's Place, Inc. | | The Children's Place | | 13 | | | 3 | | | 16 | | | | 1.0 | % |
Total Top 20 Tenants | | | | 323 | | | 72 | | | 395 | | | | 38.4 | % |
Total Leases | | | | | 1,318 | | | 372 | | | | 1,690 | | | | 100.0 | % |
(1) | Includes our share of tenant gross rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments as of December 31, 2020 |
21
Pennsylvania Real Estate Investment Trust
Lease Expirations as of December 31, 2020
(dollars in thousands except per square foot (“psf”) amounts)
Non-Anchors | |
| | | | | | Gross Leasable Area ("GLA") | | | Annualized Gross Rent | | | | | |
Lease Expiration Year | | Number of Leases Expiring | | | Expiring GLA (1) | | | Percent of Total | | | Gross Rent in Expiring Year | | | PREIT’s Share of Gross Rent in Expiring Year (2) | | | Percent of PREIT’s Total | | | Average Expiring Gross Rent psf | |
2020 and Prior | | | 115 | | | | 265,557 | | | | 3.2 | % | | | 13,769 | | | | 12,220 | | | | 4.3 | % | | | 51.85 | |
2021 | | | 218 | | | | 725,166 | | | | 8.9 | % | | | 28,461 | | | | 24,868 | | | | 8.7 | % | | | 39.25 | |
2022 | | | 234 | | | | 776,226 | | | | 9.5 | % | | | 34,391 | | | | 30,096 | | | | 10.6 | % | | | 44.31 | |
2023 | | | 195 | | | | 1,110,992 | | | | 13.6 | % | | | 39,865 | | | | 34,902 | | | | 12.2 | % | | | 35.88 | |
2024 | | | 174 | | | | 747,572 | | | | 9.1 | % | | | 37,568 | | | | 33,717 | | | | 11.8 | % | | | 50.25 | |
2025 | | | 178 | | | | 1,019,718 | | | | 12.5 | % | | | 42,904 | | | | 33,660 | | | | 11.9 | % | | | 42.07 | |
2026 | | | 125 | | | | 718,281 | | | | 8.8 | % | | | 33,296 | | | | 25,822 | | | | 9.1 | % | | | 46.36 | |
2027 | | | 90 | | | | 640,582 | | | | 7.8 | % | | | 24,680 | | | | 22,624 | | | | 7.9 | % | | | 38.53 | |
2028 | | | 74 | | | | 611,236 | | | | 7.5 | % | | | 22,522 | | | | 21,140 | | | | 7.4 | % | | | 36.85 | |
2029 | | | 80 | | | | 599,830 | | | | 7.3 | % | | | 23,813 | | | | 19,065 | | | | 6.7 | % | | | 39.70 | |
Thereafter | | | 101 | | | | 966,751 | | | | 11.8 | % | | | 33,859 | | | | 26,825 | | | | 9.4 | % | | | 35.02 | |
Total/Average | | | 1,584 | | | | 8,181,911 | | | | 100.0 | % | | $ | 335,128 | | | $ | 284,939 | | | | 100.0 | % | | $ | 40.96 | |
Anchors | |
| | | | | | Gross Leasable Area ("GLA") | | | Annualized Gross Rent | | | | | |
Lease Expiration Year | | Number of Leases Expiring | | | Expiring GLA (1) | | | Percent of Total | | | Gross Rent in Expiring Year | | | PREIT’s Share of Gross Rent in Expiring Year (2) | | | Percent of PREIT’s Total | | | Average Expiring Gross Rent psf | |
2020 and prior | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 | | | 3 | | | | 258,396 | | | | 5.5 | % | | | 1,666 | | | | 1,150 | | | | 3.6 | % | | | 6.45 | |
2022 | | | 6 | | | | 897,867 | | | | 19.2 | % | | | 3,475 | | | | 3,121 | | | | 9.8 | % | | | 3.87 | |
2023 | | | 3 | | | | 348,592 | | | | 7.5 | % | | | 1,895 | | | | 1,895 | | | | 5.9 | % | | | 5.44 | |
2024 | | | 5 | | | | 702,674 | | | | 15.2 | % | | | 6,988 | | | | 6,988 | | | | 21.8 | % | | | 9.94 | |
2025 | | | 5 | | | | 720,381 | | | | 15.4 | % | | | 2,900 | | | | 2,900 | | | | 9.1 | % | | | 4.03 | |
2026 | | | 4 | | | | 299,359 | | | | 6.4 | % | | | 2,968 | | | | 2,266 | | | | 7.1 | % | | | 9.91 | |
2028 | | | 9 | | | | 982,424 | | | | 21.1 | % | | | 6,819 | | | | 6,819 | | | | 21.4 | % | | | 6.94 | |
2029 | | | 1 | | | | 65,155 | | | | 1.4 | % | | | 2,210 | | | | 2,210 | | | | 6.9 | % | | | 33.92 | |
Thereafter | | | 6 | | | | 389,466 | | | | 8.3 | % | | | 4,585 | | | | 4,585 | | | | 14.4 | % | | | 11.77 | |
Total/Average | | | 42 | | | | 4,664,314 | | | | 100.0 | % | | $ | 33,507 | | | $ | 31,935 | | | | 100.0 | % | | $ | 7.18 | |
(1) | Does not include tenants occupying space under license agreements with initial terms of less than one year. |
(2) | Includes our share of tenant rent from partnership properties based on PREIT’s ownership percentage in the respective equity method investments. |
22
Pennsylvania Real Estate Investment Trust
Property Information as of December 31, 2020
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | Anchor Stores Not Owned | | | Non-anchor occupied GLA | | | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Core Malls | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital City Mall | | Camp Hill, PA | | JCPenney | | 2028 | | | 102,825 | | | Macy's | | | 120,000 | | | | 104,806 | | | | 174,169 | | | | 9,569 | | | | 623,348 | |
| | | | Dick's Sporting Goods | | 2028 | | | 61,677 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Sportsman's Warehouse | | 2031 | | | | | | | | | | | | | 50,302 | | | | | | | | | | | | | |
Cherry Hill Mall | | Cherry Hill, NJ | | Nordstrom | | 2025 | | | 138,000 | | | JCPenney | | | 174,285 | | | | 239,234 | | | | 399,484 | | | | 58,062 | | | | 1,313,665 | |
| | | | | | | | | | | | Macy's | | | 304,600 | | | | | | | | | | | | | | | | | |
Cumberland Mall | | Vineland, NJ | | Burlington | | 2021 | | | 80,983 | | | BJ's Wholesale Club | | | 117,889 | | | | 168,249 | | | | 143,243 | | | | 59,054 | | | | 951,217 | |
| | | | 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 | | | | 119,050 | | | | 149,780 | | | | 10,777 | | | | 608,455 | |
| | | | Burlington | | 2030 | | | 43,840 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | AMC Theaters | | 2026 | | | | | | | | | | | | | 44,988 | | | | | | | | | | | | | |
Francis Scott Key Mall | | Frederick, MD | | JCPenney | | 2026 | | | 101,293 | | | Macy's | | | 139,333 | | | | 124,272 | | | | 166,446 | | | | 51,890 | | | | 754,267 | |
| | | | Sears | | 2023 | | | 120,883 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | | | 50,150 | | | | | | | | | | | | | |
Jacksonville Mall | | Jacksonville, NC | | Belk | | 2026 | | | 72,510 | | | | | | | | | | 123,079 | | | | 125,043 | | | | 2,908 | | | | 493,145 | |
| | | | JCPenney | | 2025 | | | 51,812 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Sears | | 2021 | | | 117,793 | | | | | | | | | | | | | | | | | | | | | | | |
Lehigh Valley Mall | | Allentown, PA | | Boscov's | | 2022 | | | 164,694 | | | JCPenney | | | 207,292 | | | | 174,331 | | | | 316,322 | | | | 118,131 | | | | 1,192,770 | |
| | | | Macy's | | 2022 | | | 212,000 | | | | | | | | | | | | | | | | | | | | | | | |
Magnolia Mall | | Florence, SC (2) | | Belk | | 2028 | | | 115,793 | | | | | | | | | | 96,175 | | | | 134,202 | | | | 122,947 | | | | 591,860 | |
| | | | Best Buy | | 2023 | | | 32,054 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2023 | | | | | | | | | | | | | 45,000 | | | | | | | | | | | | | |
| | | | Burlington | | 2028 | | | | | | | | | | | | | 45,689 | | | | | | | | | | | | | |
Moorestown Mall | | Moorestown, NJ (4) | | Boscov's | | 2028 | | | 202,765 | | | | | | | | | | 110,814 | | | | 183,022 | | | | 166,718 | | | | 955,239 | |
| | | | 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 | | | | 223,177 | | | | 14,940 | | | | 717,831 | |
| | | | JCPenney | | 2025 | | | 85,212 | | | Macy's | | | 140,000 | | | | | | | | | | | | | | | | | |
Plymouth Meeting Mall | | Plymouth Meeting, PA | | Boscov's | | 2028 | | | 188,429 | | | | | | | | | | 148,275 | | | | 169,270 | | | | 160,058 | | | | 911,879 | |
| | | | 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 | | | | 164,119 | | | | 38,140 | | | | 610,735 | |
| | | | | | | | | | | | Target | | | 195,899 | | | | | | | | | | | | | | | | | |
Springfield Town Center | | Springfield, VA | | Macy's | | 2025 | | | 252,245 | | | JCPenney | | | 209,144 | | | | 168,618 | | | | 300,378 | | | | 96,505 | | | | 1,373,955 | |
| | | | | | | | | | | | 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 (3) | | Macy's | | 2023 | | | 195,655 | | | | | | | | | | 177,988 | | | | 263,079 | | | | 158,153 | | | | 930,061 | |
| | | | Target | | 2024 | | | 135,186 | | | | | | | | | | | | | | | | | | | | | | | |
23
Pennsylvania Real Estate Investment Trust
Property Information as of December 31, 2020
| | | | Landlord Owned Anchors/ Large Format Non Anchor | | | Anchor Stores Not Owned | | | Non-anchor occupied GLA | | | | | | | | | |
Properties | | Location | | Tenant | | Expiration Year | | GLA | | | Tenant | | GLA | | | Large Format | | | Small Shop | | | Vacant | | | Total GLA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valley Mall | | Hagerstown, MD | | JCPenney | | 2024 | | | 157,455 | | | | | | | | | | 95,023 | | | | 207,757 | | | | 11,090 | | | | 827,735 | |
| | | | 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 | | | | 161,201 | | | | 16,692 | | | | 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 | | | | 255,908 | | | | 22,614 | | | | 1,086,194 | |
| | | | Nordstrom Rack | | 2022 | | | 40,332 | | | Sears(1) | | | 175,584 | | | | | | | | | | | | | | | | | |
Woodland Mall | | Grand Rapids, MI | | Von Maur | | 2119 | | | 86,165 | | | JCPenney | | | 254,905 | | | | 115,714 | | | | 303,040 | | | | 62,782 | | | | 979,922 | |
| | | | | | | | | | | | Macy's | | | 157,316 | | | | | | | | | | | | | | | | | |
Total Core Malls | | | | | | | | | 4,244,462 | | | | | | 3,385,924 | | | | 2,960,448 | | | | 3,839,640 | | | | 1,181,030 | | | | 15,611,504 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Malls and Retail Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | Exton, PA | | Boscov's | | 2024 | | | 178,000 | | | Macy's | | | 181,200 | | | | 31,652 | | | | 146,657 | | | | 394,265 | | | | 990,145 | |
| | | | Round 1 | | 2026 | | | 58,371 | | | | | | | | | | | | | | | | | | | | | | | |
Fashion District Philadelphia | | Philadelphia, PA (5) | | Burlington | | 2032 | | | 85,162 | | | | | | | | | | 179,365 | | | | 137,306 | | | | 261,628 | | | | 826,532 | |
| | | | AMC | | 2034 | | | | | | | | | | | | | 36,535 | | | | | | | | | | | | | |
| | | | Round 1 | | 2029 | | | | | | | | | | | | | 58,080 | | | | | | | | | | | | | |
| | | | City Winery | | 2037 | | | | | | | | | | | | | 29,762 | | | | | | | | | | | | | |
| | | | H&M | | 2030 | | | | | | | | | | | | | 38,694 | | | | | | | | | | | | | |
Gloucester Premium Outlets | | Blackwood, NJ | | | | | | | | | | | | | | | | | 49,479 | | | | 261,666 | | | | 65,826 | | | | 376,971 | |
Metroplex Shopping Center | | Plymouth Meeting, PA | | Giant Food Store | | 2026 | | | 67,185 | | | Lowe's | | | 163,215 | | | | 304,209 | | | | 43,387 | | | | 37,505 | | | | 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 | | | | 37,570 | | | | 60,118 | | | | 703,909 | |
| | | | | | | | | | | | The Home Depot | | | 130,751 | | | | | | | | | | | | | | | | | |
| | | | Dick's Sporting Goods | | 2021 | | | | | | | | | | | | | 49,381 | | | | | | | | | | | | | |
Valley View Center | | La Crosse, WI | | Dick's Sporting Goods | | 2025 | | | | | | | | | | | | | 45,000 | | | | 15,272 | | | | - | | | | 60,272 | |
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 | | | | | | | 448,338 | | | | | | 929,142 | | | | 1,344,520 | | | | 657,065 | | | | 819,342 | | | | 4,198,407 | |
Total Portfolio | | | | | | | | | 4,692,800 | | | | | | 4,315,066 | | | | 4,304,968 | | | | 4,496,705 | | | | 2,000,372 | | | | 19,809,911 | |
|
(1) Approximately 69,000 square feet of this space has been subleased to Primark. (2) Approximately 104,000 square feet of this space is a vacant JC Penney that has been leased to Tilt Studios. (3) Approximately 148,000 square feet of this space is a vacant JC Penney. (4) Approximately 121,000 square feet of this space is a vacant Lord & Taylor that is currently occupied by a State of New Jersey Vaccine Megasite. (5) Approximately 95,000 square feet of this space is a vacant Century 21. |
24
Pennsylvania Real Estate Investment Trust
Investment in Real Estate - Consolidated Properties
(in thousands)
| | December 31, 2020 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(1) | |
Core Malls | | | | | | | | | | | | | | | | | | | | |
Capital City Mall | | $ | 137,239 | | | $ | - | | | $ | 56,624 | | | $ | 80,615 | | | $ | - | |
Cherry Hill Mall | | | 488,095 | | | | 253 | | | | 278,879 | | | | 209,469 | | | | 262,413 | |
Cumberland Mall | | | 84,076 | | | | - | | | | 34,338 | | | | 49,738 | | | | 40,992 | |
Dartmouth Mall | | | 91,117 | | | | 1 | | | | 48,014 | | | | 43,104 | | | | 56,726 | |
Francis Scott Key Mall | | | 98,197 | | | | - | | | | 46,318 | | | | 51,879 | | | | 68,469 | |
Jacksonville Mall | | | 94,044 | | | | - | | | | 43,332 | | | | 50,712 | | | | - | |
Magnolia Mall | | | 108,028 | | | | - | | | | 53,696 | | | | 54,332 | | | | - | |
Moorestown Mall | | | 190,690 | | | | 34 | | | | 81,388 | | | | 109,336 | | | | - | |
Patrick Henry Mall | | | 156,566 | | | | - | | | | 77,847 | | | | 78,719 | | | | 87,058 | |
Plymouth Meeting Mall | | | 232,417 | | | | 8,585 | | | | 108,911 | | | | 132,091 | | | | - | |
The Mall at Prince Georges | | | 144,978 | | | | 2,375 | | | | 70,295 | | | | 77,058 | | | | - | |
Springfield Town Center | | | 496,546 | | | | - | | | | 82,082 | | | | 414,464 | | | | - | |
Valley Mall | | | 147,244 | | | | 1,229 | | | | 53,666 | | | | 94,807 | | | | - | |
Viewmont Mall | | | 121,831 | | | | - | | | | 54,334 | | | | 67,497 | | | | 67,185 | |
Willow Grove Park | | | 234,642 | | | | 33,701 | | | | 114,128 | | | | 154,215 | | | | 152,852 | |
Woodland Mall | | | 285,528 | | | | 107 | | | | 88,547 | | | | 197,088 | | | | 122,580 | |
Total Core Malls | | | 3,111,238 | | | | 46,285 | | | | 1,292,399 | | | | 1,865,124 | | | | 858,276 | |
| | | | | | | | | | | | | | | | | | | | |
Non-Core Malls | | | | | | | | | | | | | | | | | | | | |
Exton Square Mall | | | 49,002 | | | | - | | | | 13,495 | | | | 35,507 | | | | - | |
Valley View Center (2) | | | 8,296 | | | | - | | | | 2,533 | | | | 5,763 | | | | 27,212 | |
Total Non-Core Malls | | | 57,298 | | | | - | | | | 16,028 | | | | 41,270 | | | | 27,212 | |
| | | | | | | | | | | | | | | | | | | | |
Total Malls | | $ | 3,168,536 | | | $ | 46,285 | | | $ | 1,308,427 | | | $ | 1,906,394 | | | $ | 885,489 | |
Other Properties | | | | | | | | | | | | | | | | | | | | |
Land held for development | | | 5,516 | | | | - | | | | - | | | | 5,516 | | | | - | |
Total Other Properties | | $ | 5,516 | | | $ | - | | | $ | - | | | $ | 5,516 | | | $ | - | |
Total Investment in Real Estate | | $ | 3,174,052 | | | $ | 46,285 | | | $ | 1,308,427 | | | $ | 1,911,910 | | | $ | 885,489 | |
| | | | | | | | | | | | | | | | | | | | |
Land parcels held for sale | | | | | | | | | | | | | | | | | | | | |
Moorestown Mall | | | 434 | | | | - | | | | - | | | | 434 | | | | - | |
Woodland Mall | | | 1,054 | | | | - | | | | - | | | | 1,054 | | | | - | |
Total held for sale | | $ | 1,488 | | | $ | - | | | $ | - | | | $ | 1,488 | | | $ | - | |
(1) | Refer to page 28 for further debt information. |
(2) | The mortgage of $27.2 million is outstanding on Valley View Mall. In the third quarter the Company derecognized the assets of Valley View Mall as a result of the property being assigned to a special servicer. The Company will continue to recognize the mortgage until the foreclosure process is complete. |
25
Pennsylvania Real Estate Investment Trust
Investment in Real Estate – Equity Method Investments at Ownership Share
(in thousands)
| | December 31, 2020 | |
| | Operating Properties and Land Held for Development | | | Construction in Progress | | | Accumulated Depreciation | | | Net Real Estate | | | Debt(1) | |
Unconsolidated Malls | | | | | | | | | | | | | | | | | | | | |
Fashion District Philadelphia | | $ | 338,791 | | | $ | 5,806 | | | $ | (20,358 | ) | | $ | 324,239 | | | $ | 150,500 | |
Lehigh Valley Mall | | | 55,500 | | | | 770 | | | | (30,007 | ) | | | 26,263 | | | | 94,573 | |
Springfield Mall | | | 58,732 | | | | 60 | | | | (25,544 | ) | | | 33,248 | | | | 29,742 | |
Total Unconsolidated Malls | | $ | 453,023 | | | $ | 6,636 | | | $ | (75,909 | ) | | $ | 383,750 | | | $ | 274,816 | |
| | | | | | | | | | | | | | | | | | | | |
Unconsolidated Other Retail Properties | | | | | | | | | | | | | | | | | | | | |
Gloucester Premium Outlets | | | 27,944 | | | | 100 | | | | (5,778 | ) | | | 22,266 | | | | 21,500 | |
Metroplex Shopping Center | | | 44,394 | | | | 3,775 | | | | (27,764 | ) | | | 20,405 | | | | 36,433 | |
The Court at Oxford Valley | | | 28,411 | | | | 8 | | | | (13,365 | ) | | | 15,054 | | | | 26,081 | |
Red Rose Commons | | | 14,626 | | | | - | | | | (5,529 | ) | | | 9,097 | | | | 12,544 | |
Total Unconsolidated Other Retail Properties | | $ | 115,375 | | | $ | 3,883 | | | $ | (52,436 | ) | | $ | 66,822 | | | $ | 96,558 | |
Unconsolidated Property Under Development | | | | | | | | | | | | | | | | | | | | |
Pavilion at Market East | | | 6,346 | | | | 814 | | | | (2,405 | ) | | | 4,755 | | | $ | 3,059 | |
Total Investment in Real Estate | | $ | 574,744 | | | $ | 11,333 | | | $ | (130,750 | ) | | $ | 455,327 | | | $ | 374,433 | |
(1) | Refer to page 28 for further debt information. |
26
Pennsylvania Real Estate Investment Trust
Capital Expenditures
Three Months and Year Ended December 31, 2020
(in thousands)
| | Three Months Ended December 31, 2020 | | | Year Ended December 31, 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) | | $ | 197 | | | | | $ | 204 | | | | | $ | 401 | | | $ | 21,193 | | | | | $ | 26,018 | | | $ | 47,211 | |
Tenant allowances | | | 2,173 | | | | | | 1,546 | | | | | | 3,719 | | | | 13,021 | | | | | | 4,830 | | | | 17,851 | |
Recurring capital expenditures: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CAM expenditures | | | 704 | | | | | | 80 | | | | | | 784 | | | | 2,264 | | | | | | 399 | | | | 2,663 | |
Non-CAM expenditures | | | 184 | | | | | | - | | | | | | 184 | | | | 654 | | | | | | 51 | | | | 705 | |
Total recurring capital expenditures | | | 888 | | | | | | 80 | | | | | | 968 | | | | 2,918 | | | | | | 450 | | | | 3,368 | |
Total | | $ | 3,258 | | | | | $ | 1,830 | | | | | $ | 5,088 | | | $ | 37,132 | | | | | $ | 31,298 | | | $ | 68,430 | |
(1) | Net of any tenant reimbursements, parcel sales, tax credits or other incentives. |
27
Pennsylvania Real Estate Investment Trust
Debt Analysis as of December 31, 2020
(in thousands)
| | Outstanding Debt | |
| | Fixed Rate (1) | | | % of Total Indebtedness | | | Variable Rate | | | % of Total Indebtedness | | | Total | | | % of Total Indebtedness | |
Consolidated mortgage loans payable (2) | | $ | 871,635 | | | | 39.0 | % | | $ | 13,854 | | | | 0.6 | % | | $ | 885,489 | | | | 39.6 | % |
Unconsolidated mortgage loans payable (3) | | | 199,374 | | | | 8.9 | % | | | 24,559 | | | | 1.1 | % | | | 223,933 | | | | 10.0 | % |
Consolidated Term Loans (4) | | | 550,000 | | | | 24.6 | % | | | 372,120 | | | | 16.6 | % | | | 922,120 | | | | 41.2 | % |
Unconsolidated Term Loan (5) | | | 50,000 | | | | 2.2 | % | | | 100,500 | | | | 4.5 | % | | | 150,500 | | | | 6.7 | % |
2020 Revolving Facility | | | - | | | | 0.0 | % | | | 54,830 | | | | 2.5 | % | | | 54,830 | | | | 2.5 | % |
Total Outstanding Debt | | $ | 1,671,009 | | | | 74.7 | % | | $ | 565,863 | | | | 25.3 | % | | $ | 2,236,872 | | | | 100.0 | % |
Average Stated Interest Rate | | | 5.99 | % | | | | | | | 6.79 | % | | | | | | | 6.20 | % | | | | |
(1) | Includes variable rate debt swapped to fixed rate debt. |
(2) | Excludes deferred financing costs of $986. |
(3) | Reflects our share of mortgage debt of equity method investees. Excludes our share of deferred financing costs of $274. |
(4) | Excludes deferred financing costs of $13,647. |
(5) | Reflects our share of Term Loan debt of equity method investee. Excludes our share of deferred financing costs of $1,324. |
| | | | Average Debt Balance | |
| | | | Mortgage Debt | | | Revolving Facility | | | Term Loans | | | | | Total | |
Beginning Balance | | 9/30/2020 | | $ | 1,117,280 | | | $ | 375,000 | | | $ | 711,000 | | | | | | 2,203,280 | |
Bridge Loan Borrowing | | 10/14/2020 | | | - | | | | - | | | | 7,500 | | | | | | 7,500 | |
Bridge Loan Borrowing | | 10/21/2020 | | | - | | | | - | | | | 25,000 | | | | | | 25,000 | |
2018 Credit Facility & 7-year Term Loan Repayment | | 12/10/2020 | | | - | | | | (375,000 | ) | | | (593,000 | ) | | | | | (968,000 | ) |
2020 Credit Facility Borrowing | | 12/10/2020 | | | - | | | | 55,000 | | | | 919,735 | | | | | | 974,735 | |
2020 CF Paydown | | 12/22/2020 | | | - | | | | (170 | ) | | | (396 | ) | | | | | (566 | ) |
Second Lien PIK Interest | | 12/31/2020 | | | - | | | | - | | | | 2,781 | | | | | | 2,781 | |
Mortgage loan amortization, including our share of debt of equity method investees | | 12/31/2020 | | | (7,858 | ) | | | - | | | | - | | | | | | (7,858 | ) |
Ending Balance | | 12/31/2020 | | $ | 1,109,422 | | | $ | 54,830 | | | $ | 1,072,620 | | | | | $ | 2,236,872 | |
Weighted Average Balance | | | | $ | 1,115,172 | | | $ | 288,462 | | | $ | 600,088 | | | | | $ | 2,228,605 | |
(continued next page)
28
Pennsylvania Real Estate Investment Trust
Debt Analysis as of December 31, 2020
(in thousands)
Debt Maturities(1) | |
Year | | Scheduled Amortization | | | Deferred Financing Cost Amortization - Mortgages | | | Mortgage Balance at Initial Maturity Date | | | 2020 Revolving Facility | | | Term Loans | | | Deferred Financing Cost Amortization - Term Loans | | | Total Debt | |
2021 | | $ | 21,793 | | | $ | (353 | ) | | $ | 257,588 | | | $ | - | | | $ | - | | | $ | (7,834 | ) | | $ | 271,193 | |
2022 | | | 17,390 | | | | (301 | ) | | | 377,489 | | | | 54,830 | | | | 922,120 | | | | (7,137 | ) | | | 1,364,391 | |
2023 | | | 10,018 | | | | (195 | ) | | | 86,801 | | | | - | | | | 100,500 | | | | - | | | | 197,124 | |
2024 | | | 9,291 | | | | (185 | ) | | | - | | | | - | | | | - | | | | - | | | | 9,106 | |
2025 | | | 7,234 | | | | (175 | ) | | | 237,644 | | | | - | | | | - | | | | - | | | | 244,703 | |
Thereafter | | | 4,386 | | | | (324 | ) | | | 79,789 | | | | - | | | | 50,000 | | | | - | | | | 133,850 | |
| | $ | 70,111 | | | $ | (1,533 | ) | | $ | 1,039,311 | | | $ | 54,830 | | | $ | 1,072,620 | | | $ | (14,971 | ) | | $ | 2,220,368 | |
(1) | The weighted average period to total debt maturity is 2.33 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 | |
2021 | | $ | 258,662 | | | | 3.96 | % |
2022 | | | 393,374 | | | | 4.08 | % |
2023 | | | 93,160 | | | | 4.37 | % |
2024 | | | - | | | | 0.00 | % |
2025 | | | 269,653 | | | | 4.10 | % |
Thereafter | | | 94,573 | | | | 4.06 | % |
Total | | $ | 1,109,422 | | | | 4.08 | % |
(1) | Includes our share of debt of equity method investees. |
29
Pennsylvania Real Estate Investment Trust
Debt Schedule as of December 31, 2020
(in thousands)
| | Debt | | | Interest Rate | | | Annual Debt Service | | | Balance at Maturity | | | Initial Maturity Date | | Fully Extended Maturity Date |
Fixed Rate Mortgage Loans | | | | | | | | | | | | | | | | | | | | |
Valley View Mall (1) | | $ | 27,212 | | | | 5.95 | % | | $ | - | | | $ | 27,212 | | | July 2020 | | July 2020 |
Viewmont Mall (2) | | | 57,000 | | | | 4.37 | % | | | 2,491 | | | | - | | | March 2021 | | March 2021 |
Woodland Mall (2) | | | 122,580 | | | | 3.02 | % | | | 5,376 | | | | 122,020 | | | April 2021 | | April 2021 |
Red Rose Commons (3) | | | 12,544 | | | | 5.14 | % | | | 978 | | | | 12,379 | | | July 2021 | | July 2021 |
The Court at Oxford Valley (3) | | | 26,081 | | | | 5.56 | % | | | 2,058 | | | | 25,782 | | | July 2021 | | July 2021 |
Cumberland Mall | | | 40,992 | | | | 4.40 | % | | | 3,433 | | | | 38,157 | | | August 2022 | | August 2022 |
Cherry Hill Mall | | | 262,413 | | | | 3.90 | % | | | 16,980 | | | | 251,120 | | | September 2022 | | September 2022 |
Francis Scott Key Mall (2) | | | 64,800 | | | | 5.52 | % | | | 3,574 | | | | - | | | January 2022 | | January 2023 |
Dartmouth Mall | | | 56,726 | | | | 3.97 | % | | | 3,825 | | | | 53,299 | | | April 2023 | | April 2023 |
Metroplex Shopping Center (3) | | | 36,433 | | | | 5.00 | % | | | 2,818 | | | | 33,502 | | | October 2023 | | October 2023 |
Patrick Henry Mall | | | 87,058 | | | | 4.35 | % | | | 5,748 | | | | 77,591 | | | July 2025 | | July 2025 |
Springfield Mall (3) | | | 29,742 | | | | 4.45 | % | | | 1,964 | | | | 26,299 | | | October 2025 | | October 2025 |
Willow Grove Park | | | 152,852 | | | | 3.88 | % | | | 9,599 | | | | 133,754 | | | October 2025 | | October 2025 |
Lehigh Valley Mall (3) | | | 94,573 | | | | 4.06 | % | | | 5,768 | | | | 79,789 | | | November 2027 | | November 2027 |
Total Fixed Rate Mortgage Loans | | $ | 1,071,009 | | | | 4.15 | % | | $ | 64,612 | | | $ | 880,904 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Variable Rate Mortgage Loans | | | | | | | | | | | | | | | | | | | | |
Pavilion East Associates (3) | | $ | 3,059 | | | | 3.04 | % | | $ | 193 | | | $ | 3,009 | | | February 2021 | | February 2021 |
Viewmont Mall | | | 10,185 | | | | 2.50 | % | | | 255 | | | | 67,185 | | | March 2021 | | March 2021 |
Gloucester Premium Outlets (3) | | | 21,500 | | | | 1.66 | % | | | 356 | | | | 21,500 | | | March 2022 | | March 2023 |
Francis Scott Key Mall | | | 3,669 | | | | 2.75 | % | | | 101 | | | | 66,712 | | | January 2022 | | January 2023 |
Total Variable Rate Mortgage Loans | | $ | 38,413 | | | | 2.10 | % | | $ | 905 | | | $ | 158,406 | | | | | |
Total Mortgage Loans | | $ | 1,109,422 | | | | 4.08 | % | | $ | 65,517 | | | $ | 1,039,311 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Consolidated Mortgage Loans | | $ | 885,489 | | | | 4.04 | % | | $ | 51,382 | | | $ | 837,052 | | | | | |
Consolidated Deferred Financing Fees | | | (986 | ) | | n/a | | | n/a | | | n/a | | | | | |
Unconsolidated Mortgage Loans | | | 223,933 | | | | 4.25 | % | | | 14,135 | | | | 202,259 | | | | | |
Unconsolidated Deferred Financing Fees (3) | | | (547 | ) | | n/a | | | n/a | | | n/a | | | | | |
First Lien Term Loan | | | 384,092 | | | | 8.20 | % | | | 31,680 | | | | 384,092 | | | December 2022 | | December 2023 |
Second Lien Term Loan | | | 538,027 | | | | 8.94 | % | | | 53,020 | | | | 538,027 | | | December 2022 | | December 2023 |
2018 FDP Term Loan | | | 100,500 | | | | 4.00 | % | | | 4,020 | | | | 100,500 | | | January 2023 | | January 2023 |
Term Loan Deferred Financing Fees | | | (14,971 | ) | | n/a | | | n/a | | | n/a | | | | | |
First Lien Revolver | | | 54,830 | | | | 4.00 | % | | | 2,193 | | | | 54,830 | | | December 2022 | | December 2022 |
2020 FDP Term Loan | | | 50,000 | | | | 15.00 | % | | | 7,500 | | | | 50,000 | | | December 2027 | | December 2027 |
Total | | $ | 2,220,368 | | | | 6.20 | % | | $ | 163,931 | | | $ | 2,166,761 | | | | | |
(1) | The mortgage of $27.2 million is outstanding on Valley View Mall. In the third quarter the Company derecognized the assets of Valley View Mall as a result of the property being assigned to a special servicer. The Company will continue to recognize the mortgage until the foreclosure process is complete. The Company has no annual debt service on the property. |
(2) | All or a portion of the loan has been effectively swapped to the fixed interest rate presented. |
(3) | 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
| December 31, 2020 |
Debt Yield Ratio | |
Maintain a minimum Debt Yield Ratio (Senior) of 11.35% from and after June 30, 2021 | (1) |
Maintain a minimum Debt Yield Ratio (Corporate) of (a) 6.50% from June 30, 2021 through and including September 30, 2021 and (b) 7.25% from and after October 1, 2021 | (1) |
Liquidity | |
Maintain minimum liquidity of at least $25.0 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements | $91.6 million |
(1) | The First Lien Credit Agreement and Second Lien Credit Agreement (collectively, the "Credit Agreements"), contain identical affirmative and negative covenants customarily found in such agreements, including requirements that the Company, on a consolidated basis, maintain certain financial ratios and liquidity. All capitalized terms used on this page have the meanings ascribed to such terms in the Credit Agreements. In addition to the ratios set forth herein, there are several other requirements set forth in the covenants under the Credit Agreements with which the Company must comply. As of December 31, 2020, we were in compliance with terms under the Credit Agreements, however, a material decline in future operating results could affect our ability to comply with the financial covenants, several of which only come into effect on June 30, 2021. |
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Pennsylvania Real Estate Investment Trust
Forward Looking Statements
FORWARD LOOKING STATEMENTS
This Quarterly Supplemental and Operating Information contains certain forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” ”expect,” “intend,” “may,” “project,” and similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect our current views about future events, achievements or results and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. In particular, our business might be materially and adversely affected by the following:
| • | the effectiveness of our financial restructuring and any additional strategies that we may employ to address our liquidity and capital resources in the future; |
| • | our ability to achieve forecasted revenue and pro forma leverage ratio and generate free cash flow to further reduce indebtedness; |
| • | 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; |
| • | 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 our ability to remain in compliance with our financial covenants under our debt facilities; |
| • | our ability to raise capital, including through sales of properties or interests in properties, subject to the terms of our Credit Agreements; 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 in the section 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 ending September 30, 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 Funds From Operations (“FFO”), which is a non-GAAP measure commonly used by REITs, as net income (computed in accordance with GAAP) excluding (i) depreciation and amortization of real estate, (ii) gains and losses on sales of certain real estate assets, (iii) gains and losses from change in control and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We compute FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do. NAREIT’s established guidance provides that excluding impairment write downs of depreciable real estate is consistent with the NAREIT definition.
FFO is a commonly used measure of operating performance and profitability among REITs. We use FFO and FFO per diluted share and unit of limited partnership interest in our operating partnership (“OP Unit”) in measuring our performance against our peers and as one of the performance measures for determining incentive compensation amounts earned under certain of our performance-based executive compensation programs.
FFO does not include gains and losses on sales of operating real estate assets or impairment write downs of depreciable real estate (including development land parcels), which are included in the determination of net loss in accordance with GAAP. Accordingly, FFO is not a comprehensive measure of our operating cash flows. In addition, since FFO does not include depreciation on real estate assets, FFO may not be a useful performance measure when comparing our operating performance to that of other non-real estate commercial enterprises. We compensate for these limitations by using FFO in conjunction with other GAAP financial performance measures, such as net loss and net cash used in operating activities, and other non-GAAP financial performance measures, such as NOI. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net loss (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. We believe that net loss is the most directly comparable GAAP measurement to FFO.
When applicable, we also present FFO, as adjusted, and FFO per diluted share and OP Unit, as adjusted, which are non-GAAP measures, for the years ended December 31, 2020 and 2019, respectively, 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, insurance recoveries or losses, net, gain on derecognition of property, loss on hedge ineffectiveness and reorganization expenses which had an effect on our results of operations, but are not, in our opinion, indicative of our ongoing operating performance.
Net Operating Income (NOI)
NOI (a non-GAAP measure) is derived from real estate revenue (determined in accordance with GAAP, including lease termination revenue), minus property operating expenses (determined in accordance with GAAP), plus our pro rata share of revenue and property operating expenses of our unconsolidated partnership investments. NOI does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net loss (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. It is not indicative of funds available for our cash needs, including our ability to make cash distributions.
We believe NOI is helpful to management and investors as a measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. We believe that net loss is the most directly comparable GAAP measure to NOI. NOI excludes other income, general and administrative expenses, provision for employee separation expenses, interest expense, depreciation and amortization, insurance recoveries, gain/loss on debt extinguishment, gain on derecognition of property, impairment of assets, gains on sales of real estate by equity method investees, equity in loss/income of partnerships, loss on remeasurement of assets by equity method investee, gain on sale of non operating real estate, gain/loss on sale of real estate, impairment of development land parcel, project costs and other expenses and reorganization expenses.
Same Store NOI
Same Store NOI is calculated using retail properties owned for the full periods presented and excludes properties acquired or disposed of, under redevelopment, or designated as non-core during the periods presented. In 2018, Wyoming Valley Mall was designated as non-core and subsequently conveyed to the lender of the mortgage loan secured by that property in 2019. In 2019, Exton Square Mall and Valley View Mall were designated as non-core and are excluded from Same Store NOI. Non Same Store NOI is calculated using the retail properties excluded from the calculation of Same Store NOI.
Funds Available for Distribution (FAD)
FAD is a measure of a real estate company’s cash flows generated by operations and capacity to pay dividends. The Company calculates FAD by starting with FFO as adjusted and subtracting (1) straight-line rent, (2) normalized recurring capital expenditures that are capitalized but necessary to maintain our properties, (3) operational tenant allowances, (4) capitalized leasing costs, (5) non-cash compensation charges, and (6) amortization of above- and below-market lease intangibles.
We believe that net income is the most directly comparable GAAP measurement to FAD. We believe FAD provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flow from operating activities determined in accordance with GAAP, as presented in our consolidated financial statements. The computation of FAD may not be comparable to FAD reported by other REITs or real estate companies and FAD does not represent
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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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