Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |
Entity Central Index Key | 0000077281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity File Number | 001-6300 | |
Entity Tax Identification Number | 23-6216339 | |
Entity Address, Address Line One | One Commerce Square | |
Entity Address, Address Line Two | 2005 Market Street, Suite 1000 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | 215 | |
Local Phone Number | 875-0700 | |
Entity Common Stock, Shares Outstanding | 80,200,236 | |
Entity Incorporation, State or Country Code | PA | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Fair Value Measured at Net Asset Value Per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Beneficial Interest, par value $1.00 per share | |
Trading Symbol | PEI | |
Security Exchange Name | NYSE | |
Series B Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B Preferred Shares, par value $0.01 per share | |
Trading Symbol | PEIPrB | |
Security Exchange Name | NYSE | |
Series C Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series C Preferred Shares, par value $0.01 per share | |
Trading Symbol | PEIPrC | |
Security Exchange Name | NYSE | |
Series D Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series D Preferred Shares, par value $0.01 per share | |
Trading Symbol | PEIPrD | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
INVESTMENTS IN REAL ESTATE, at cost: | ||
Operating properties | $ 3,175,442 | $ 3,168,536 |
Construction in progress | 44,671 | 46,285 |
Land held for development | 4,339 | 5,516 |
Total investments in real estate | 3,224,452 | 3,220,337 |
Accumulated depreciation | (1,388,330) | (1,308,427) |
Net investments in real estate | 1,836,122 | 1,911,910 |
INVESTMENTS IN PARTNERSHIPS, at equity: | 19,947 | 27,066 |
OTHER ASSETS: | ||
Cash and cash equivalents | 28,975 | 43,309 |
Tenant and other receivables | 36,102 | 54,532 |
Intangible assets (net of accumulated amortization of $20,220 and $19,187 at September 30, 2021 and December 31, 2020, respectively) | 10,359 | 11,392 |
Deferred costs and other assets, net | 134,967 | 127,593 |
Assets held for sale | 3,626 | 1,384 |
Total assets | 2,070,098 | 2,177,186 |
LIABILITIES: | ||
Mortgage loans payable, net | 856,986 | 884,503 |
Term Loans, net | 945,456 | 908,473 |
Revolving Facilities | 54,830 | 54,830 |
Tenants’ deposits and deferred rent | 9,075 | 8,899 |
Distributions in excess of partnership investments | 69,627 | 76,586 |
Fair value of derivative instruments | 13,060 | 23,292 |
Accrued expenses and other liabilities | 91,062 | 93,663 |
Total liabilities | 2,040,096 | 2,050,246 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
EQUITY: | ||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; 80,200 and 79,537 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 80,200 | 79,537 |
Capital contributed in excess of par | 1,775,959 | 1,771,777 |
Accumulated other comprehensive loss | (12,876) | (20,620) |
Distributions in excess of net income | (1,804,710) | (1,699,638) |
Total equity – Pennsylvania Real Estate Investment Trust | 38,727 | 131,210 |
Noncontrolling interest | (8,725) | (4,270) |
Total equity | 30,002 | 126,940 |
Total liabilities and equity | 2,070,098 | 2,177,186 |
Series B Preferred Stock | ||
EQUITY: | ||
Preferred Shares | 35 | 35 |
Series C Preferred Stock | ||
EQUITY: | ||
Preferred Shares | 69 | 69 |
Series D Preferred Stock | ||
EQUITY: | ||
Preferred Shares | $ 50 | $ 50 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible assets, accumulated amortization | $ 20,220,000 | $ 19,187,000 |
Preferred shares, par value (in dollars per share) | $ 0.01 | |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 80,200,000 | 79,537,000 |
Common stock, shares outstanding (in shares) | 80,200,000 | 79,537,000 |
Series B Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 3,450,000 | 3,450,000 |
Preferred shares, outstanding (in shares) | 3,450,000 | 3,450,000 |
Liquidation preference | $ 94,201,000 | $ 89,430,000 |
Series C Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 6,900,000 | 6,900,000 |
Preferred shares, outstanding (in shares) | 6,900,000 | 6,900,000 |
Liquidation preference | $ 188,025,000 | $ 178,710,000 |
Series D Preferred Stock | ||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 5,000,000 | 5,000,000 |
Preferred shares, outstanding (in shares) | 5,000,000 | 5,000,000 |
Liquidation preference | $ 135,743,000 | $ 129,297,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Real estate revenue: | |||||
Lease revenue | $ 65,543 | $ 58,473 | $ 193,563 | $ 178,313 | |
Expense reimbursements | 4,650 | 4,040 | 12,436 | 11,321 | |
Other real estate revenue | 1,400 | 1,336 | 4,828 | 4,803 | |
Total real estate revenue | 71,593 | 63,849 | 210,827 | 194,437 | |
Other income | 143 | 340 | 430 | 764 | |
Total revenue | 71,736 | 64,189 | 211,257 | 195,201 | |
Property operating expenses: | |||||
CAM and real estate taxes | (26,408) | (27,688) | (79,899) | (80,418) | |
Utilities | (3,749) | (3,530) | (9,573) | (8,971) | |
Other property operating expenses | (1,972) | (1,827) | (6,580) | (5,699) | |
Total property operating expenses | (32,129) | (33,045) | (96,052) | (95,088) | |
Depreciation and amortization | (29,142) | (34,420) | (88,667) | (95,597) | |
General and administrative expenses | (14,453) | (9,526) | (39,819) | (30,790) | |
Provision for employee separation expenses | (39) | (60) | (279) | (1,173) | |
Insurance recoveries, net | 0 | 0 | 670 | 586 | |
Project costs and other expenses | (27) | (124) | (206) | (287) | |
Total operating expenses | (75,790) | (77,175) | (224,353) | (222,349) | |
Interest expense, net | (32,426) | (20,260) | (95,135) | (54,300) | |
Gain on debt extinguishment, net | 0 | 0 | 4,587 | 0 | |
Gain on derecognition of property | 0 | 7,006 | 0 | 7,006 | |
Impairment of assets | (262) | 0 | (1,564) | 0 | |
Reorganization expenses | 0 | 0 | (267) | 0 | |
Total expenses | (108,478) | (90,429) | (316,732) | (269,643) | |
Loss before equity in loss of partnerships, (loss) gain on sales of real estate by equity method investee, (loss) gain on sales of real estate, net, and gain (loss) on sales of interests in non operating real estate | (36,742) | (26,240) | (105,475) | (74,442) | |
Equity in loss of partnerships | (1,429) | (3,259) | (2,429) | (2,798) | |
(Loss) gain on sales of real estate by equity method investee | (10) | 0 | 1,337 | 0 | |
(Loss) gain on sales of real estate, net | (217) | (94) | (1,191) | 11,169 | |
Gain (loss) on sales of interests in non operating real estate | 0 | 16 | 0 | (174) | |
Net loss | (38,398) | (29,577) | (107,758) | (66,245) | |
Less: net loss attributable to noncontrolling interest | 669 | 734 | 2,686 | 1,996 | |
Net loss attributable to PREIT | (37,729) | (28,843) | (105,072) | (64,249) | |
Less: cumulative preferred share dividends | (6,843) | (6,843) | (20,531) | (20,531) | |
Net loss attributable to PREIT common shareholders | (44,572) | (35,686) | (125,603) | (84,780) | |
Net loss | (38,398) | (29,577) | (107,758) | (66,245) | |
Noncontrolling interest | 669 | 734 | 2,686 | 1,996 | |
Cumulative preferred share dividends | (6,843) | (6,843) | (20,531) | (20,531) | |
Dividends on unvested restricted shares | 0 | 0 | 0 | (363) | |
Net loss used to calculate loss per share—basic and diluted | $ (44,572) | $ (35,686) | $ (125,603) | $ (85,143) | |
Basic and diluted loss per share: | $ (0.56) | $ (0.46) | $ (1.60) | $ (1.10) | |
Weighted average shares outstanding basic (in shares) | 79,184 | 77,401 | 78,330 | 77,149 | |
Effect of common share equivalents (in shares) | [1] | 0 | 0 | 0 | 0 |
Weighted average shares outstanding diluted (in shares) | 79,184 | 77,401 | 78,330 | 77,149 | |
[1] | The Company had net losses used to calculate earnings per share for the three and nine months ended September 30, 2021 and 2020. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Comprehensive loss: | ||||
Net loss | $ (38,398) | $ (29,577) | $ (107,758) | $ (66,245) |
Unrealized gain (loss) on derivatives | 2,634 | 4,053 | 7,903 | (15,750) |
Amortization of settled swaps | 4 | 3 | 9 | 73 |
Total comprehensive loss | (35,760) | (25,521) | (99,846) | (81,922) |
Less: comprehensive loss attributable to noncontrolling interest | 630 | 138 | 2,518 | 2,401 |
Comprehensive loss attributable to PREIT | $ (35,130) | $ (25,383) | $ (97,328) | $ (79,521) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Shares of Beneficial Interest, $1.00 Par | Capital Contributed in Excess of Par | Accumulated Other Comprehensive Loss | Distributions in Excess of Net Income | Non- controlling interest | Series B Preferred Stock | Series B Preferred StockPreferred Shares $.01 par | Series B Preferred StockDistributions in Excess of Net Income | Series C Preferred Stock | Series C Preferred StockPreferred Shares $.01 par | Series C Preferred StockDistributions in Excess of Net Income | Series D Preferred Stock | Series D Preferred StockPreferred Shares $.01 par | Series D Preferred StockDistributions in Excess of Net Income |
Beginning balance at Dec. 31, 2019 | $ 427,425 | $ 77,550 | $ 1,766,883 | $ (12,556) | $ (1,408,352) | $ 3,746 | $ 35 | $ 69 | $ 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (13,549) | (13,033) | (516) | ||||||||||||
Other comprehensive income (loss) | (19,746) | (19,240) | (506) | ||||||||||||
Shares issued under employee compensation plans, net of shares retired | (42) | 1,290 | (1,332) | ||||||||||||
Amortization of deferred compensation | 1,624 | 1,624 | |||||||||||||
Dividends paid to common shareholders | (16,492) | (16,492) | |||||||||||||
Dividends paid to preferred shareholders | $ (1,591) | $ (1,591) | $ (3,105) | $ (3,105) | $ (2,148) | $ (2,148) | |||||||||
Noncontrolling interests: | |||||||||||||||
Distributions paid to Operating Partnership unit holders | (411) | (411) | |||||||||||||
Ending balance at Mar. 31, 2020 | 371,965 | 78,840 | 1,767,175 | (31,796) | (1,444,721) | 2,313 | 35 | 69 | 50 | ||||||
Beginning balance at Dec. 31, 2019 | 427,425 | 77,550 | 1,766,883 | (12,556) | (1,408,352) | 3,746 | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (66,245) | ||||||||||||||
Ending balance at Sep. 30, 2020 | 318,395 | 79,490 | 1,770,070 | (27,828) | (1,504,371) | 880 | 35 | 69 | 50 | ||||||
Beginning balance at Mar. 31, 2020 | 371,965 | 78,840 | 1,767,175 | (31,796) | (1,444,721) | 2,313 | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (23,119) | (22,374) | (745) | ||||||||||||
Other comprehensive income (loss) | 12 | 508 | (496) | ||||||||||||
Shares issued under employee compensation plans, net of shares retired | 114 | 620 | (506) | ||||||||||||
Amortization of deferred compensation | 1,670 | 1,670 | |||||||||||||
Dividends paid to common shareholders | (1,589) | (1,589) | |||||||||||||
Dividends paid to preferred shareholders | $ (1,591) | $ (1,591) | $ (3,105) | $ (3,105) | $ (2,148) | $ (2,148) | |||||||||
Noncontrolling interests: | |||||||||||||||
Distributions paid to Operating Partnership unit holders | (40) | (40) | |||||||||||||
Ending balance at Jun. 30, 2020 | 342,169 | 79,460 | 1,768,339 | (31,288) | (1,475,528) | 1,032 | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (29,577) | (28,843) | (734) | ||||||||||||
Other comprehensive income (loss) | 4,056 | 3,460 | 596 | ||||||||||||
Shares issued under employee compensation plans, net of shares retired | 34 | 30 | 4 | ||||||||||||
Amortization of deferred compensation | 1,727 | 1,727 | |||||||||||||
Noncontrolling interests: | |||||||||||||||
Distributions paid to Operating Partnership unit holders | (14) | (14) | |||||||||||||
Ending balance at Sep. 30, 2020 | 318,395 | 79,490 | 1,770,070 | (27,828) | (1,504,371) | 880 | 35 | 69 | 50 | ||||||
Beginning balance at Dec. 31, 2020 | 126,940 | 79,537 | 1,771,777 | (20,620) | (1,699,638) | (4,270) | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (43,980) | (42,746) | (1,234) | ||||||||||||
Other comprehensive income (loss) | 2,604 | 2,540 | 64 | ||||||||||||
Shares issued under employee compensation plans, net of shares retired | (647) | (277) | (370) | ||||||||||||
Amortization of deferred compensation | 1,321 | 1,321 | |||||||||||||
Ending balance at Mar. 31, 2021 | 86,238 | 79,260 | 1,772,728 | (18,080) | (1,742,384) | (5,440) | 35 | 69 | 50 | ||||||
Beginning balance at Dec. 31, 2020 | 126,940 | 79,537 | 1,771,777 | (20,620) | (1,699,638) | (4,270) | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (107,758) | ||||||||||||||
Ending balance at Sep. 30, 2021 | 30,002 | 80,200 | 1,775,959 | (12,876) | (1,804,710) | (8,725) | 35 | 69 | 50 | ||||||
Beginning balance at Mar. 31, 2021 | 86,238 | 79,260 | 1,772,728 | (18,080) | (1,742,384) | (5,440) | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (25,380) | (24,597) | (783) | ||||||||||||
Other comprehensive income (loss) | 2,670 | 2,605 | 65 | ||||||||||||
Amortization of deferred compensation | 1,149 | 1,149 | |||||||||||||
Noncontrolling interests: | |||||||||||||||
Other changes in noncontrolling interest, net | 38 | 38 | |||||||||||||
Ending balance at Jun. 30, 2021 | 64,715 | 79,260 | 1,773,877 | (15,475) | (1,766,981) | (6,120) | 35 | 69 | 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (38,398) | (37,729) | (669) | ||||||||||||
Other comprehensive income (loss) | 2,638 | 2,599 | 39 | ||||||||||||
Shares issued under Operating Partnership units | 940 | 1,035 | (1,975) | ||||||||||||
Amortization of deferred compensation | 1,047 | 1,047 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 30,002 | $ 80,200 | $ 1,775,959 | $ (12,876) | $ (1,804,710) | $ (8,725) | $ 35 | $ 69 | $ 50 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Common stock, dividend per share paid (in dollars per share) | $ 0.02 | $ 0.21 | |||
Distributions paid to Operating Partnership unit holders | $ 0.02 | 0.02 | 0.21 | ||
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 | 0.01 | $ 0.01 | |
Common stock, par value (in dollars per share) | $ 1 | 1 | 1 | 1 | $ 1 |
Series B Preferred Stock | |||||
Preferred stock, dividends per share paid (in dollars per share) | 0.4609 | 0.4609 | |||
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 | 0.01 | 0.01 | |
Series C Preferred Stock | |||||
Preferred stock, dividends per share paid (in dollars per share) | 0.45 | 0.45 | |||
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 | 0.01 | 0.01 | |
Series D Preferred Stock | |||||
Preferred stock, dividends per share paid (in dollars per share) | 0.4297 | 0.4297 | |||
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (107,758) | $ (66,245) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 83,571 | 89,115 |
Amortization | 6,581 | 10,154 |
Straight-line rent adjustments | 72 | (1,779) |
Amortization of deferred compensation | 3,516 | 5,021 |
Gain on debt extinguishment, net | (4,587) | 0 |
Paid-in-kind interest | 35,690 | 0 |
Gain on derecognition of property | 0 | (7,006) |
Gain on hedge ineffectiveness | (2,329) | 0 |
Loss (gain) on sales of interests in real estate and non-operating real estate, net | 1,191 | (10,995) |
Equity in loss of partnerships | 2,429 | 2,798 |
Gain on sales of real estate by equity method investee | (1,337) | 0 |
Cash distributions from partnerships | 198 | 1,285 |
Impairment of real estate assets | 1,564 | 0 |
Change in assets and liabilities: | ||
Net change in other assets | 15,618 | (30,657) |
Net change in other liabilities | 3,780 | (514) |
Net cash provided by (used in) operating activities | 38,199 | (8,823) |
Cash flows from investing activities: | ||
Cash proceeds from sales of real estate | 4,076 | 21,951 |
Investments in real estate improvements | (12,563) | (16,429) |
Additions to construction in progress | (5,451) | (31,478) |
Investments in partnerships | (1,131) | (30,228) |
Capitalized leasing costs | (61) | (150) |
Additions to leasehold improvements and corporate fixed assets | (70) | (4,863) |
Net cash used in investing activities | (15,200) | (61,197) |
Cash flows from financing activities: | ||
Net borrowings under the Restructured Revolver | 0 | 120,000 |
Net repayments to term loans | (4,027) | (12,000) |
Repayments of finance lease liabilities | (514) | (487) |
Proceeds from notes payable | 0 | 4,536 |
Repayments of mortgage loans | (135,155) | 0 |
Proceeds from mortgage loans | 127,685 | |
Principal installments on mortgage loans | (19,679) | (9,535) |
Net borrowings under bridge facility | 0 | 22,500 |
Payment of deferred financing costs | (1,030) | (35) |
Value of shares of beneficial interest issued | 0 | 572 |
Dividends paid to common shareholders | 0 | (18,081) |
Dividends paid to preferred shareholders | 0 | (13,688) |
Distributions paid to Operating Partnership unit holders and noncontrolling interest | 0 | (465) |
Value of shares retired under equity incentive plans, net of shares issued | (648) | (466) |
Net cash (used in) provided by financing activities | (33,368) | 92,851 |
Net change in cash, cash equivalents, and restricted cash | (10,369) | 22,831 |
Cash, cash equivalents, and restricted cash, beginning of period | 51,231 | 19,629 |
Cash, cash equivalents, and restricted cash, end of period | $ 40,862 | $ 42,460 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of comprehensive loss, consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. As of September 30, 2021, our portfolio consists of a total of 25 properties operating in eight states, including 20 shopping malls, four other retail properties and one development property. The property in our portfolio that is classified as under development does not currently have any activity occurring. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of September 30, 2021, we held a 98.7 % controlling interest in the Operating Partnership and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one -for-one basis, in some cases beginning one year following the respective issue date of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of September 30, 2021, the total amount that would have been distributed would have been $ 2.0 million, which is calculated using our September 30, 2021 closing share price on the New York Stock Exchange (the “NYSE”) of $ 1.94 multiplied by the number of outstanding OP Units held by limited partners, which was 1,030,510 as of September 30, 2021 after the issuance of 945,417 common shares in exchange for a like number of OP Units on July 20, 2021 . The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash. We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest, and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. Financial Restructuring On October 7, 2020, the Company and certain of the Company’s wholly owned direct and indirect subsidiaries (collectively, the “Company Parties”) entered into a Restructuring Support Agreement (the “RSA”), which contemplated agreed-upon terms for a financial restructuring of the then-existing debt and certain other obligations of the Company Parties (collectively with the following events, the “Financial Restructuring”). The RSA was amended on October 16, 2020, and again on October 23, 2020, to, among other things, extend the date by which the Company Parties were required to commence the solicitation of votes on their joint prepackaged chapter 11 plan of reorganization (the “Plan”) and, thereafter, the voluntary chapter 11 cases. On November 1, 2020, the Company and the other Company Parties under the RSA (the “Debtors”) filed their respective voluntary petitions under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), commencing the chapter 11 cases to confirm and consummate the Plan in order to effectuate the Debtors’ financial restructuring. The Debtors’ chapter 11 cases were jointly administered for procedural convenience under the caption In re Pennsylvania Real Estate Investment Trust, et al ., Case No. 20-12737 (KBO). Under the Plan, the Debtors would be recapitalized and their debt maturities extended. The Debtors continued to operate their businesses as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On November 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”), confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Certain of Its Direct and Indirect Subsidiaries (with Additional Technical Modifications As of November 20, 2020) (the “Confirmed Plan”). On December 10, 2020 (the “Effective Date”), each condition precedent to consummation of the Confirmed Plan, enumerated in Section 8.2 thereof, was satisfied or waived in accordance with the Confirmed Plan and the Confirmation Order, and therefore the Effective Date occurred and the Debtors emerged from bankruptcy. On the Effective Date, the Company entered into the credit agreements, which are described in Note 4. The final decree closing the bankruptcy case was entered by the Bankruptcy Court on March 11, 2021. COVID-19 Related Risks and Uncertainties The COVID-19 global pandemic that began in early 2020 has adversely impacted and continues to impact our business, financial condition, liquidity and operating results, as well as our tenants’ businesses. The prolonged spread of COVID-19 has also led to unprecedented global economic disruption and volatility in financial markets. Some of our tenants’ financial health and business viability have been adversely impacted and their creditworthiness has deteriorated. We anticipate that our future business, financial condition, liquidity and results of operations, including throughout the remainder of 2021 and potentially in future periods, will continue to be materially impacted by the COVID-19 pandemic. Significant uncertainty remains with regard to the duration and impact of the COVID-19 pandemic and its resulting impact on the economy and day-to-day life and business operations. In particular, the duration and impact of COVID-19 will depend on a variety of factors as conditions continue to fluctuate around the country, with vaccination rates, spikes in infections and restrictions on activities and recommended protocols continuing to vary and evolve. Given these factors, so long as the lingering effects of COVID-19 remain, the virus may continue to impact us or our tenants, or our ability or the ability of our tenants to resume more normal operations. COVID-19 closures of our properties began on March 12, 2020 and continued through the reopening of our last property on July 3, 2020. These closures impacted most of our properties for the full second quarter of 2020 with traffic and tenant reopenings increasing through the third and fourth quarters of 2020. New or renewed restrictions in the jurisdictions where our properties are located may be implemented in response to evolving conditions and overall uncertainty about the timing and widespread availability, acceptance, and efficacy of vaccines and booster requirements, including in response to new, and potentially more aggressive, strains or variants. In some instances, certain markets have independently implemented new restrictions as a result of break-through cases and the increased spread of such new strains and variants, including the Delta variant. As such, as the pandemic continues and potentially intensifies or we experience resurgences, it is possible that additional closures will occur, or that limitations on operations will be imposed. During the mall closure period in the second quarter of 2020, the Company furloughed a significant portion of its property and corporate employee base and later made permanent headcount reductions, which contributed to decreased personnel related general and administrative expenses in the third and fourth quarters of 2020. All of our properties have remained open since July 3, 2020 and are employing safety and sanitation measures designed to address the risks posed by COVID-19. Despite the increased vaccination rates in the country, some of our tenants are still operating at reduced capacity. The significance of COVID-19 on our business, however, will continue to depend on, among other things, the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus, and certain variants thereof, vaccination rates in regions in which our properties are located, further effects on the economy of the pandemic and of the measures taken by governmental authorities and other third parties restricting daily activities and the length of time that such measures remain in place or are renewed, implementation of governmental programs to assist businesses and consumers impacted by the COVID-19 pandemic, and the effect of any changes to current restrictions or recommended protocols, all of which could vary by geographic region in which our properties are located. We continue to experience uncertainty as to whether government authorities will maintain the relaxation of current restrictions on businesses in the regions in which our properties are located, and whether government authorities will issue recommendations or impose requirements on landlords like us to further enhance health and safety protocols, or whether we will voluntarily adopt any of these requirements ourselves, which could result in increased operating costs and demands on our property management teams to ensure compliance with any of these requirements. Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). Impairment of Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” The ongoing impact of COVID-19 on the economy and market conditions, together with the resulting closures of our properties and the delayed and/or limited reopening of some tenants was deemed to be a triggering event as of June 30, 2020, September 30, 2020, and December 31, 2020, which led to impairment reviews and assessment of the undiscounted future cash flows for each of the respective quarters of 2020. During the nine months ended September 30, 2021, certain of our properties had triggering events due to various indicators of impairment, but passed our undiscounted future cash flow assessment except for Valley View Center and Monroe Marketplace. Valley View Center was a retail property we owned and is located adjacent to Valley View Mall. As a result of a reduced holding period assumption, we recorded an impairment on Valley View Center, which was classified as held for sale as of June 30, 2021 and sold in August 2021. A parcel of land located adjacent to Monroe Marketplace, a retail property that we used to own, is classified as held for sale as of September 30, 2021. As a result of a reduced holding period assumption, we recorded an impairment on the land parcel. In connection with our review of our long-lived assets for impairment, we utilize qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels. If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. We intend to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. Assessment of our ability to recover certain lease-related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income. New Accounting Developments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Companies may generally elect to apply the guidance for periods that include March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01 to provide additional guidance around Topic 848 primarily as it relates to the ASU’s effect on derivative contracts. The Company is evaluating the anticipated impact of this standard on its condensed consolidated financial statements as well as timing of adoption. |
Real Estate Activities
Real Estate Activities | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate Activities | 2. REAL ESTATE ACTIVITIES Investments in real estate as of September 30, 2021 and December 31, 2020 were comprised of the following: (in thousands of dollars) September 30, 2021 December 31, 2020 Buildings, improvements and construction in progress $ 2,766,974 $ 2,757,234 Land, including land held for development 457,478 463,103 Total investments in real estate 3,224,452 3,220,337 Accumulated depreciation ( 1,388,330 ) ( 1,308,427 ) Net investments in real estate $ 1,836,122 $ 1,911,910 Capitalization of Costs The following table summarizes our capitalized interest, compensation, including commissions, and real estate taxes for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of dollars) 2021 2020 2021 2020 Development/Redevelopment Activities: Interest (1) $ 21 $ 489 $ 168 $ 1,844 Compensation 21 25 83 416 Real estate taxes ( 58 ) 29 — 255 Leasing Activities: Compensation, including commissions (2) 34 — 61 164 (1) Includes interest capitalized on investments in partnerships under development. (2) The definition of initial direct costs under ASC 842 includes only those incremental costs of a lease that would not have been incurred if the lease had not been obtained. Commissions paid for successful leasing transactions continue to be capitalized. Impairment of Assets In October 2021, we entered into a purchase and sale agreement to sell a parcel of land at Monroe Marketplace. In connection with this transaction, we recorded an impairment loss of $ 0.3 million due to excess carrying value over the sale price. The asset was classified as held for sale as of September 30, 2021 as we concluded that we will likely complete the sale transaction within one year . These assets are included in assets held for sale in the consolidated balance sheet and the impairment loss is included in impairment of assets in the consolidated statement of operations for the three and nine months ended September 30, 2021. Dispositions Valley View Center In August 2021, the Company closed on the sale of Valley View Center for $ 3.5 million, which we had classified as held for sale as of June 30, 2021. In connection with the classification as held for sale, we recorded an impairment loss of $ 1.3 million due to excess carrying value over the sale price as of June 30, 2021. Moorestown Mall Parcel Sale In May 2021, the Company closed on the sale of a parcel of property at Moorestown Mall for $ 10.1 million. In connection with the sale, the Company paid a $ 9.0 million lease termination fee for a portion of the property that was under a lease agreement. The Company recorded a loss on sale of real estate of $ 1.0 million in connection with the sale. The Company used the net proceeds of $ 0.8 million from the sale to pay down its First Lien Term Loan, which is described in more detail in Note 4. Valley View Mall Derecognition In August 2020, a court order assigned a receiver to operate Valley View Mall in La Crosse, Wisconsin on behalf of the lender of the mortgage loan secured by the property. Although we have not yet conveyed the property because foreclosure proceedings are ongoing, we no longer control or operate the property as a result of a court order assigning the receiver. In September 2020, a court order was issued to conduct a foreclosure sale of the property and as a result we have no further operating liabilities from the property. As a result of our loss of control of the property, we derecognized the property and recorded an offsetting contract asset and recognized a gain on derecognition of property of $ 8.1 million in the consolidated statement of operations for the year ended December 31, 2020. The contract asset is included in deferred costs and other assets, net in the consolidated balance sheets as of September 30, 2021 and December 31, 2020. The mortgage principal balance was $ 27.2 million at September 30, 2021 and December 31, 2020, which we will continue to recognize until the foreclosure process is completed. The derecognition of Valley View Mall and its related assets was a non-cash conversion of assets, which had no impact on the Company’s cash flows. |
Investments in Partnerships
Investments in Partnerships | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Partnerships | 3. INVESTMENTS IN PARTNERSHIPS The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of September 30, 2021 and December 31, 2020: (in thousands of dollars) September 30, 2021 December 31, 2020 ASSETS: Investments in real estate, at cost: Operating properties $ 844,214 $ 824,328 Construction in progress 7,786 20,632 Total investments in real estate 852,000 844,960 Accumulated depreciation ( 240,713 ) ( 224,641 ) Net investments in real estate 611,287 620,319 Cash and cash equivalents 51,433 28,060 Deferred costs and other assets, net 163,575 161,465 Total assets 826,295 809,844 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 496,257 491,119 FDP Term Loan, net 194,603 201,000 Partnership Loan 109,897 100,000 Other liabilities 139,904 132,715 Total liabilities 940,661 924,834 Net investment ( 114,366 ) ( 114,990 ) Partners’ share ( 57,984 ) ( 59,080 ) PREIT’s share ( 56,382 ) ( 55,910 ) Excess investment (1) 6,702 6,390 Net investments and advances $ ( 49,680 ) $ ( 49,520 ) Investment in partnerships, at equity $ 19,947 $ 27,066 Distributions in excess of partnership investments ( 69,627 ) ( 76,586 ) Net investments and advances $ ( 49,680 ) $ ( 49,520 ) _____________________ (1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income (loss) of partnerships.” We record distributions from our equity investments using the nature of the distribution approach. The following table summarizes our share of equity in loss of partnerships for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of dollars) 2021 2020 2021 2020 Real estate revenue $ 27,790 $ 24,198 $ 85,827 $ 75,484 Expenses: Property operating and other expenses ( 11,878 ) ( 13,924 ) ( 35,759 ) ( 35,884 ) Interest expense (1) ( 11,309 ) ( 6,038 ) ( 33,104 ) ( 18,008 ) Depreciation and amortization ( 6,715 ) ( 10,570 ) ( 20,051 ) ( 25,965 ) Total expenses ( 29,902 ) ( 30,532 ) ( 88,914 ) ( 79,857 ) Net loss ( 2,112 ) ( 6,334 ) ( 3,087 ) ( 4,373 ) Less: Partners’ share 719 3,183 810 1,884 PREIT’s share ( 1,393 ) ( 3,151 ) ( 2,277 ) ( 2,489 ) Amortization of excess investment ( 36 ) ( 108 ) ( 152 ) ( 309 ) Equity in loss of partnerships $ ( 1,429 ) $ ( 3,259 ) $ ( 2,429 ) $ ( 2,798 ) (1) Net of capitalized interest expense of $ 92 and $ 467 for the three months ended September 30, 2021 and 2020, respectively, and $ 338 and $ 2,394 for the nine months ended September 30, 2021 and 2020, respectively. Fashion District Philadelphia Sale of 801 Market Street, Unit 202 In May 2021, PM Gallery LP, a Delaware limited partnership and joint venture entity owned indirectly by us and The Macerich Company (“Macerich”), sold, through a subsidiary, a portion of an asset at Fashion District Philadelphia (“FDP”) for $ 5.3 million. The sale resulted in a gain of $ 2.6 million for the joint venture, our share of which is $ 1.3 million at a 50 % share. The gain is recorded in gain on sales of real estate by equity method investee in our consolidated statements of operations for the nine months ended September 30, 2021. FDP Loan Agreement PM Gallery LP previously entered into a $ 250.0 million term loan in January 2018 (as amended in July 2019 to increase the total maximum potential borrowings to $ 350.0 million) to fund the ongoing redevelopment of Fashion District Philadelphia and to repay capital contributions to the venture previously made by the partners. A total of $ 51.0 million was drawn during the third quarter of 2019 and we received aggregate distributions of $ 25.0 million as our share of the draws. On December 10, 2020, PM Gallery LP, together with certain other subsidiaries owned indirectly by us and Macerich (including the fee and leasehold owners of the properties that are part of the Fashion District Philadelphia project), entered into an Amended and Restated Term Loan Agreement (the “FDP Loan Agreement”). In connection with the execution of the FDP Loan Agreement, a $ 100.0 million principal payment was made (and funded indirectly by Macerich, the “Partnership Loan”) to pay down the existing loan, reducing the outstanding principal under the FDP Loan Agreement from $ 301.0 million to $ 201.0 million. The joint venture must repay the Partnership Loan plus 15 % accrued interest to Macerich, in its capacity as the lender, prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner . The FDP Loan Agreement provides for (i) a maturity date of January 22, 2023 , with the potential for a one-year extension upon the borrowers’ satisfaction of certain conditions, (ii) an interest rate at the borrowers’ option with respect to each advance of either (A) the Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, and (c) the LIBOR Market Index Rate plus 1.00 %) plus 2.50 % or (B) LIBOR for the applicable period plus 3.50 %, (iii) a full recourse guarantee of 50 % of the borrowers’ obligations by PREIT Associates, L.P., on a several basis, (iv) a full recourse guarantee of certain of the borrowers’ obligations by The Macerich Partnership, L.P., up to a maximum of $ 50.0 million, on a several basis, (v) a pledge of the equity interests of certain indirect subsidiaries of PREIT and Macerich, as well as of PREIT-RUBIN, Inc. and one of its subsidiaries, that have a direct or indirect ownership interest in the borrowers, (vi) a non-recourse carve-out guaranty and a hazardous materials indemnity by each of PREIT Associates, L.P. and The Macerich Partnership, L.P., and (vii) mortgages of the borrowers’ fee and leasehold interests in the properties that are part of the Fashion District Philadelphia project and certain other properties. The FDP Loan Agreement contains certain covenants typical for loans of its type. Joint Venture In connection with the execution of the FDP Loan Agreement, the governing structure of PM Gallery LP was modified such that, effective as of January 1, 2021, Macerich is responsible for the entity’s operations and, subject to limited exceptions, controls major decisions. The Company considered the changes to the governing structure of PM Gallery LP and determined the investment qualifies as a variable interest entity and will continue to be accounted for under the equity method of accounting. Our maximum exposure to losses is limited to the extent of our investment, which is a 50% ownership. Mortgage Loan Activity Pavilion at Market East On May 25, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at Pavilion at Market East. The $ 7.6 million mortgage has a 2-year term, maturing in May 2023 . The loan has interest only payments until May 2022 at a variable rate of the greater of (a) one month LIBOR plus 3.5 % or (b) 4.0 %. The Court at Oxford Valley On June 25, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at the Court at Oxford Valley. The $ 55.0 million mortgage has a 10-year term, maturing on July 1, 2031 . The loan has interest only payments until August 2024 at a fixed interest rate of 3.2 %. Red Rose Commons On June 30, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at Red Rose Commons. The $ 34.0 million mortgage has a 10-year term, maturing on July 6, 2031 at a fixed interest rate of 3.3 %. |
Financing Activity
Financing Activity | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Financing Activity | 4. FINANCING ACTIVITY Credit Agreements On December 10, 2020 we entered into two secured credit agreements (collectively, as amended, the “Credit Agreements”): (a) an Amended and Restated First Lien Credit Agreement (the “First Lien Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”) and the other financial institutions signatory thereto and their assignees, for secured loan facilities consisting of: (i) a secured first lien revolving credit facility allowing for borrowings up to $ 130.0 million, including a sub-facility for letters of credit to be issued thereunder in an aggregate stated amount of up to $ 10.0 million (collectively, the “First Lien Revolving Facility”), and (ii) a $ 384.5 million secured first lien term loan facility (the “First Lien Term Loan Facility”), and (b) a Second Lien Credit Agreement (the “Second Lien Credit Agreement”), as amended February 8, 2021 with Wells Fargo Bank and the other financial institutions signatory thereto and their assignees for a $ 535.2 million secured second lien term loan facility (the “Second Lien Term Loan Facility”). The Credit Agreements mature in December 2022 . The First Lien Term Loan Facility and the Second Lien Term Loan Facility are collectively referred to as the “Term Loans.” The Credit Agreements refinanced our previously existing secured term loan under the Credit Agreement dated as of August 11, 2020 (as amended, the “Bridge Credit Agreement”), our Seven-Year Term Loan Agreement entered into on January 8, 2014 (as amended, the “ 7-Year Term Loan”), and our 2018 Amended and Restated Credit Agreement entered into on May 24, 2018 (as amended, the “2018 Credit Agreement” and collectively with the Bridge Credit Agreement and the 7-Year Term Loan, the “Restructured Credit Agreements”). Upon our entry into the Credit Agreements, the Bridge Credit Agreement, the 7-Year Term Loan and the 2018 Credit Agreement were cancelled. As of September 30, 2021, we had borrowed $ 953.8 million under the Term Loans and $ 54.8 million under the First Lien Revolving Facility. The carrying value of the Term Loans on our consolidated balance sheet as of September 30, 2021 is net of $ 8.3 million of unamortized debt issuance costs. The maximum amount that was available to us under the First Lien Revolving Facility as of September 30, 2021 was $ 75.2 million. On April 13, 2021, we entered into Agency Resignation, Appointment, Acceptance and Waiver Agreements pursuant to which Wells Fargo Bank resigned as Administrative Agent and Wilmington Savings Fund Society, FSB was appointed successor Administrative Agent under the First Lien Credit Agreement, the Second Lien Credit Agreement and, in each case, the related loan documents. There is currently no successor letter of credit issuer under the First Lien Revolving Facility, accordingly, the Company cannot currently access the letters of credit sub-facility. Interest expense and deferred financing fee amortization related to the Credit Agreements and the Restructured Credit Agreements for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of dollars) 2021 2020 2021 2020 Revolving Facilities: Interest expense $ 560 $ 3,505 $ 1,663 $ 8,363 Deferred financing amortization 299 278 896 830 Term Loans: Interest expense (1) 21,726 6,931 62,891 18,230 Deferred financing amortization 1,784 910 5,346 1,297 (1) For the three and nine months ended September 30, 2021, $ 12.3 million and $ 35.7 million, respectively, in interest under the Second Lien Term Loan Facility was not paid in cash, but capitalized to the principal balance of the loan. Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. Our obligations under the Credit Agreements and the guaranties are secured by mortgages and deeds of trust on a portfolio of 12 of our subsidiaries’ properties, including nine malls and three additional parcels. The obligations are further secured by a lien on substantially all of our personal property pursuant to collateral agreements and a pledge of substantially all of the equity interests held by us and the guarantors, pursuant to pledge agreements, in each case subject to limited exceptions. The Credit Agreements each provide for a two-year maturity of December 2022 (the “Maturity Date”), subject to a one-year extension to December 2023 at the borrowers’ option, subject to (i) minimum liquidity of $ 35.0 million, (ii) a minimum corporate debt yield of 8.0 %, (iii) a maximum loan-to-value ratio of 105 % for the total first lien and second lien loans and letters of credit and the Borrowing Base Properties as determined by an appraisal and (iv) no default or event of default existing and our representations and warranties being true in all material respects. The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. First Lien Credit Agreement Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 % and (c) the LIBOR Market Index Rate plus 1.0 %, provided that the Base Rate will not be less than 1.50 % per annum, in each case plus (w) for revolving loans, 2.50 % per annum, and (x) for term loans, 4.74 % per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50 % per annum, and (z) for term loans, 5.74 % per annum, in each case, provided that LIBOR will not be less than 0.50 % per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30-day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the First Lien Credit Agreement, including an unused fee for the account of the revolving lenders, which will accrue (i) 0.35 % per annum on the daily amount of the unused revolving commitments when that amount is greater than or equal to 50 % of the aggregate amount of revolving commitments, and (ii) 0.25 % when that amount is less than 50 % of the aggregate amount of revolving commitments. Accrued and unpaid unused fees will be payable quarterly in arrears during the term of the First Lien Credit Agreement and on the Revolving Termination Date (or any earlier date of termination of the revolving commitments or reduction of the revolving commitments to zero). Letters of credit and the proceeds of revolving loans may be used (i) to refinance indebtedness under the Bridge Credit Agreement (which agreement was cancelled and refinanced upon our entry into the Credit Agreements), (ii) for working capital and general corporate purposes (subject to certain exceptions set forth in the First Lien Credit Agreement, including limitations on investments in non-Borrowing Base Properties), and (iii) to fund professional fee payments and other fees and expenses subject to the provisions of the Plan and related confirmation order and for other uses permitted by the provisions of the First Lien Credit Agreement, Plan and confirmation order, in each case consistent with an approved annual business plan. We may terminate or reduce the amount of the revolving commitments at any time and from time to time without penalty or premium, subject to the terms of the First Lien Credit Agreement. The First Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the Second Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.” Second Lien Credit Agreement Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 % and (c) the LIBOR Market Index Rate plus 1.0 %, provided that the Base Rate will not be less than 1.50 % per annum, in each case plus 7.00 % per annum. LIBOR Loans bear interest at LIBOR plus 8.00 % per annum, provided that LIBOR will not be less than 0.50 % per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our Senior Debt Obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement. The proceeds of loans under the Second Lien Credit Agreement may only be used to refinance existing indebtedness under the 2018 Credit Agreement and the 7-Year Term Loan. The Second Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the First Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.” On February 8, 2021, the Company entered into the first amendment to the Second Lien Credit Agreement (“First Amendment”). The First Amendment provided for elimination of approximately $ 5.3 million of the disputed default interest that was capitalized into the principal balance of the Second Lien Term Loan Facility on the effective date thereof, reducing the outstanding principal amount of loans outstanding under the Second Lien Credit Agreement, retroactively, as of December 10, 2020, to $ 535.2 million. The First Amendment also eliminated the disputed PIK interest that was capitalized through the date of the amendment. Similar Terms of the Credit Agreements Each of the Credit Agreements contains certain affirmative and negative covenants and other provisions, as described in detail below, which substantially align with those contained in the other Credit Agreements. Covenants Each of the Credit Agreements contains, among other restrictions, certain affirmative and negative covenants, including, without limitation, requirements that we: maintain liquidity of at least $ 25.0 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements, up to $ 5.0 million held in a certain other deposit account excluded from the collateral, the unused revolving loan commitments under the First Lien Credit Agreement (to the extent available to be drawn), and amounts on deposit in a designated collateral proceeds account and amounts on deposit in a cash collateral account; maintain a minimum senior debt yield of 11.35 % from and after June 30, 2021; maintain a minimum corporate debt yield of (a) 6.50 % from June 30, 2021 through and including September 30, 2021 and (b) 7.25 % from and after October 1, 2021; provide to the administrative agent, among other things, PREIT and its subsidiaries’ quarterly and annual financial statements, annual budget, reports on projected sources and uses of cash, and an updated annual business plan, as well as quarterly and annual operating statements, rent rolls, and certain other collections and tenant reports and information as the administrative agent may reasonably request with respect to each Borrowing Base Property; maintain PREIT’s status as a REIT; use commercially reasonable efforts to obtain subordination, non-disturbance and attornment agreements from each tenant under certain Major leases as well as ground lease estoppel certificates from each ground lessor of a Borrowing Base Property; comply with the requirements of the various security documents and, at the administrative agent’s request, promptly notify the administrative agent of any acquisition of any owned real property that is not subject to a mortgage and grant liens on such real property to secure our obligations under the applicable Credit Agreement; not amend any existing sale agreements with respect to Borrowing Base Properties to result in a reduction of cash consideration by 20% or more; and not retain more than $ 6.5 million of cash in property-level accounts held by our subsidiaries that are owners of real property (subject to certain exceptions). Each of the Credit Agreements also limits our ability, subject to certain exceptions, to make certain restricted payments (including payments of dividends and voluntary prepayments of certain indebtedness which includes, with respect to the First Lien Credit Agreement, voluntary prepayments under the Second Lien Credit Agreement), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate or sell all or substantially all of our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into transactions with affiliates, or enter into derivatives contracts. We are also prohibited from selling certain properties unless certain conditions are satisfied with respect to the terms of the sale agreement for such property or, in the case of Borrowing Base Properties, payment of certain release prices. The First Lien Credit Agreement and, after our Senior Debt Obligations are discharged, the Second Lien Credit Agreement, each prohibit us from (i) entering into Major Leases, (ii) assigning leases, (iii) discounting any rent under leases where the leased premises is at least 7,500 square feet at a Borrowing Base Property and the discounted amount is more than $ 750,000 and more than 25 % of the aggregate contractual base rent payable over the initial term (not including any extension options), (iv) collecting rent in advance, (v) terminating or modifying the terms of any Major Lease or releasing or discharging tenants from any obligations thereunder, (vi) consenting to a tenant’s assignment or subletting of a Major Lease, or (vii) subordinating any lease to any other deed of trust, mortgage, deed to secure debt or encumbrance, other than the mortgages already encumbering the applicable Borrowing Base Property and the mortgages entered into in connection with the other Credit Agreement. Under the First Lien Credit Agreement, and under the Second Lien Credit Agreement after the First Lien Termination Date, any amounts equal to or greater than $ 2.5 million but less than $ 3.5 million received by or on behalf of a guarantor in consideration of any termination or modification of a lease (or the release or discharge of a tenant) are subject to restrictions on use, and such amounts that are equal to or greater than $ 3.5 million must be applied to reduce our outstanding obligations under the applicable Credit Agreement. As of September 30, 2021, we were in compliance with all financial covenants under the Credit Agreements. Restructured Credit Agreements Prior to completion of the Financial Restructuring, we had entered into three credit agreements: (1) the 2018 Credit Agreement, which included (a) the $ 375.0 million 2018 Revolving Facility (“Restructured Revolver”), and (b) the $ 300.0 million 2018 Term Loan Facility, (2) the $ 250.0 million 2014 7-Year Term Loan, and (3) the Bridge Credit Agreement. Throughout 2020, we entered into various amendments to the Restructured Credit Agreements. On August 11, 2020, we entered into the Bridge Credit Agreement which provided for up to $ 30.0 million of additional borrowings and an original maturity date of September 30, 2020. On September 30, 2020, we amended our Restructured Credit Agreements to, among other things, extend the maturity date of the Bridge Credit Agreement until October 31, 2020 and to provide for the ability to request additional commitments of up to $ 25.0 million under our Bridge Credit Agreement. The September 2020 amendments also eliminated the minimum liquidity requirement under each of the Restructured Credit Agreements. We also amended the Bridge Credit Agreement on October 16, 2020 to, among other things, increase the aggregate amount of commitments under the Bridge Credit Agreement by $ 25.0 million. As of November 1, 2020, we had borrowed $ 590.0 million available under the Restructured Credit Agreements, including $ 55.0 million under our Bridge Credit Agreement and the full $ 375.0 million under the 2018 Revolving Facility. The Restructured Credit Agreements contained certain affirmative and negative covenants, several of which were amended on March 30, 2020. Pursuant to amendments dated July 27, 2020, some of those covenants were suspended for the duration of the suspension period, as extended by the September 30, 2020 amendments. As such, the Restructured Credit Agreements, as amended, restricted our ability to declare and pay dividends on our common shares and preferred shares for the duration of the Suspension Period. The filing of the chapter 11 cases constituted an event of default under the Restructured Credit Agreements. Upon our entry into the Credit Agreements, the Bridge Credit Agreement, the 7 -Year Term Loan and the 2018 Credit Agreement were cancelled. Consolidated Mortgage Loans The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at September 30, 2021 and December 31, 2020 were as follows: September 30, 2021 December 31, 2020 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 857.0 $ 838.1 $ 884.5 $ 873.2 (1) The carrying value of mortgage loans is net of unamortized debt issuance costs of $ 1.4 million and $ 1.0 million as of September 30, 2021 and December 31, 2020, respectively. The consolidated mortgage loans contain various customary default provisions. As of September 30, 2021, we were not in default on any of the consolidated mortgage loans, except for our mortgage secured by Valley View Mall. Mortgage Loan Activity Francis Scott Key Mall On June 25, 2021, certain of our consolidated subsidiaries entered into an amendment to our mortgage loan secured by our property at Francis Scott Key Mall, in Frederick, Maryland, which provided for a reduction in principal balance from property cash on hand to $ 60.5 million, an extension of the maturity date until June 25, 2024 , with an option to extend an additional year if certain criteria are met. Among other things, the amendment also provides for a variable interest rate of one month LIBOR plus 3.6 % with interest only payments. Also, the amendment provides for excess cash flow from the property to be deposited into a cash collateral account which will be used at the administrative agent’s discretion to pay down the mortgage loan balance until certain requirements are met. The Company capitalized $ 0.3 million of lender fees as additional debt issuance costs in connection with the amendment. Viewmont Mall On June 25, 2021, certain of our consolidated subsidiaries entered into an amendment to our $ 67.2 million mortgage loan secured by our property at Viewmont Mall in Scranton, Pennsylvania, which provides for an extension of the maturity date until June 25, 2024 , with an option to extend an additional year if certain criteria are met. Among other things, the amendment also provides for a variable interest rate of one month LIBOR plus 3.6 % with interest only payments. Also, the amendment provides for excess cash flow from the property to be deposited into a cash collateral account which will be used at the administrative agent’s discretion to pay down the mortgage loan balance until certain requirements are met. The Company capitalized $ 0.5 million of lender fees as additional debt issuance costs in connection with the amendment. Woodland Amendment On February 8, 2021, certain of our consolidated subsidiaries entered into an amendment to our mortgage loan secured by the Woodland Mall in Grand Rapids, Michigan, which provides for an extension of the maturity date until December 10, 2021 , with an option to extend an additional year if certain criteria are met. Among other things, the amendment also (i) reduces the cap on guarantor liability for PREIT Associates, L.P. to $ 10.0 million; (ii) restricts the lenders from exercising their rights and remedies under the guaranty until December 10, 2022, unless there is a bankruptcy filing with respect to the borrowers or guarantor; (iii) adjusts the interest rate; (iv) provides for the pledge of additional collateral as security for the borrowers’ obligations (including the anchor parcel at Woodland Mall which was released as collateral from our senior secured credit facilities); and (v) requires the borrowers to pay to the lenders a $ 5.0 million remargin payment. The Company capitalized $ 0.3 million of lender fees as additional debt issuance costs in connection with the amendment. Forbearance Agreements During 2020, we executed forbearance and loan modification agreements for Cherry Hill Mall, Cumberland Mall, Dartmouth Mall, Francis Scott Key Mall, Viewmont Mall, and Woodland Mall. These arrangements allowed us to defer principal payments, and in some cases interest as well, between May and August 2020 depending on the terms of each agreement. At the end of the deferral period, repayment of deferred amounts spanned from four to six months . The repayment periods ranged from August 2020 through February 2021 pursuant to the terms of the specific agreements. Certain of these forbearance and loan modification agreements also imposed certain additional informational reporting requirements during the applicable modification periods. As of September 30, 2021, we had repaid all principal and interest deferrals. Valley View Mall In the second quarter of 2020, we received a notice of transfer of servicing for the mortgage loan secured by Valley View Mall, which had a $ 27.3 million balance as of June 30, 2020. Subsequently, we failed to make the June 2020 monthly payment and our subsidiary that is the borrower under the mortgage also received a notice of default on the mortgage from the lender. Additionally, we did not pay the balloon payment of $ 27.3 million due at maturity on July 1, 2020 . A foreclosure notice was filed and operations of the property were assigned to a receiver in August 2020. See Note 2 for further details. Note Payable In April 2020, in light of the impact of COVID-19 on our business and limited capital resources, we applied for and received proceeds from a potentially forgivable loan in the amount of $ 4.5 million under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. We entered into a note payable with our lender bank (“Note Payable”). The Note Payable had a maturity date on April 15, 2022 . Based on the CARES Act and the Note Payable, all payments of both principal and interest were deferred until at least August 2021 . Interest on the Note Payable accrued at a rate of 1.0 % per annum, and the interest accrued throughout the period the Note Payable was outstanding, until the forgiveness date. All or a portion of PPP loans are eligible for forgiveness pursuant to program guidelines to the extent the proceeds are used for qualifying purposes within a 24-week period following the loan funding. In April 2021, we submitted our loan forgiveness application. On June 10, 2021, we were notified that the full principal balance and accrued interest under our PPP loan were forgiven. As a result, during the second quarter of 2021, we recorded a gain on debt extinguishment of $ 4.6 million. |
Cash Flow Information
Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | 5. CASH FLOW INFORMATION Cash paid for interest was $ 53.1 million and $ 46.6 million for the nine months ended September 30, 2021 and 2020, respectively, net of amounts capitalized of $ 0.2 million and $ 1.8 million, respectively. In our statement of cash flows, we report cash flows on our revolving facilities on a net basis. Aggregate repayments on our First Lien Term Loan were $ 4.0 million for the nine months ended September 30, 2021. We had no borrowings on our First Lien Revolving Facility for the nine months ended September 30, 2021. Aggregate borrowings on our Restructured Revolver were $ 120.0 million for the nine months ended September 30, 2020 with no paydowns. Accrued construction costs decreased by $ 1.1 million and $ 6.3 million for the nine months ended September 30, 2021 and 2020, respectively, representing non-cash changes in investment in real estate and construction in progress. The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of September 30, 2021 and 2020. September 30, (in thousands of dollars) 2021 2020 Cash and cash equivalents $ 28,975 $ 36,373 Restricted cash included in other assets 11,887 6,087 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 40,862 $ 42,460 Our restricted cash consists of cash held in escrow by banks for real estate taxes and other purposes. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | 6. DERIVATIVES In the normal course of business, we are exposed to financial market risks, including interest rate risk on our interest bearing liabilities. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of financial instruments such as derivatives. We do not use financial instruments for trading or speculative purposes. Cash Flow Hedges of Interest Rate Risk For derivatives that have been designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in “Accumulated other comprehensive (loss) income” and subsequently reclassified into “Interest expense, net” in the same periods during which the hedged transaction affects earnings. Through December 10, 2020, all of our derivatives were designated and qualified as cash flow hedges of interest rate risk. On December 10, 2020 as a result of the Financial Restructuring, we de-designated seven of our interest rate swaps which were previously designated cash flow hedges against the 2018 Credit Facility and 7 -year Term Loan, as the occurrence of the hedged forecasted transactions was no longer probable during the hedged time period due to the Financial Restructuring as described in Note 1. As such, the Company accelerated the reclassification of a portion of the amounts in other comprehensive (loss) income to earnings which resulted in a loss of $ 2.8 million that was recorded within interest expense, net in the consolidated statement of operations. Additionally, on December 10, 2020, the Company voluntarily de-designated the remaining thirteen interest swaps that were also previously designated as cash flow hedges against the 2018 Credit Facility and 7-year Term Loan. Upon de-designation, the accumulated other comprehensive (loss) income balance of each of these de-designated derivatives will be separately reclassified to earnings as the originally hedged forecasted transactions affect earnings. Through December 10, 2020, the changes in fair value of the derivatives were recorded to accumulated other comprehensive (loss) income in the consolidated balance sheets. On December 22, 2020, we re-designated nine interest rate swaps with a notional amount of $ 375.0 million as cash flow hedges of interest rate risk against the First Lien Term Loan Facility. These interest rate swaps qualified for hedge accounting treatment with changes in the fair value of the derivatives recorded through accumulated other comprehensive (loss) income. During the nine months ended September 30, 2021, we had three designated swaps mature. As of September 30, 2021, we had ten total derivatives which were designated as cash flow hedges. We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. Our derivative assets are recorded in “Deferred costs and other assets” and our derivative liabilities are recorded in “Fair value of derivative instruments.” Over the next twelve months we estimate that $ 8.4 million will be reclassified as an increase to interest expense. The recognition of these amounts could be accelerated in the event that we repay amounts outstanding on the debt instruments and do not replace them with new borrowings. Non-designated Hedges Derivatives not designated as hedges are not speculative; they are also used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. For swaps that were not re-designated subsequent to December 10, 2020, changes in the fair value of derivatives are recorded directly in earnings as interest expense in the consolidated statement of operations. During the nine months ended September 30, 2021, we had four non-designated swaps mature. As of September 30, 2021, we had seven total derivatives which were not designated in hedging relationships. Interest Rate Swaps As of September 30, 2021, we had interest rate swap agreements designated in qualifying hedging relationships outstanding with a weighted average base interest rate of 2.57 % on a notional amount of $ 439.8 million, maturing on various dates through May 2023. As of September 30, 2021, our non-designated swaps outstanding with a weighted average base interest rate of 1.85 % on a notional amount of $ 175.0 million, maturing in December 2021. We originally entered into these interest rate swap agreements in order to hedge the interest payments associated with our issuances of variable interest rate long term debt. The interest rate swap agreements are net settled monthly. The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of September 30, 2021 and December 31, 2020 based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks. Maturity Date Aggregate Notional Value at Aggregate Fair Value at Aggregate Fair Value at Weighted Derivatives in Cash Flow Hedging Relationships Interest Rate Swaps 2021 $ 139.8 $ ( 0.6 ) $ ( 3.0 ) 2.29 % 2023 300.0 ( 11.7 ) ( 17.2 ) 2.70 % Non-designated Hedges Interest Rate Swaps 2021 175.0 ( 0.8 ) ( 3.1 ) 1.85 % Total $ 614.8 $ ( 13.1 ) $ ( 23.3 ) 2.36 % (1) As of September 30, 2021 and December 31, 2020, derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3). The tables below present the effect of derivative financial instruments on accumulated other comprehensive (loss) income and on our consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, Amount of Gain or Amount of Gain or Amount of Gain or Amount of Gain or (in millions of dollars) 2021 2020 2021 2020 2021 2020 2021 2020 Derivatives in Cash Flow Hedging Relationships Interest rate products $ ( 0.4 ) $ 0.3 $ 3.0 $ 3.7 $ ( 0.4 ) $ ( 22.1 ) $ 8.6 $ 6.4 Three Months Ended September 30, Nine Months Ended September 30, (in millions of dollars) 2021 2020 2021 2020 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 32.4 ) $ ( 20.3 ) $ ( 95.1 ) $ ( 54.3 ) Amount of (loss) gain reclassified from accumulated other comprehensive income into interest expense $ 3.0 $ 3.7 $ 8.6 $ 6.4 The impact of our non-designated swaps resulted in a loss of approximately $ 35 thousand and $ 129 thousand for the three and nine months ended September 30, 2021, respectively, which is recognized in interest expense, net in the consolidated statement of operations. Credit-Risk-Related Contingent Features We have agreements with some of our derivative counterparties that contain a provision pursuant to which, if our entity that originated such derivative instruments defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared to be in default on our derivative obligations. As of September 30, 2021, we were not in default on any of our derivative obligations. We have an agreement with a derivative counterparty that incorporates the loan covenant provisions of our loan agreement with a lender affiliated with the derivative counterparty. Failure to comply with the loan covenant provisions would result in our being in default on any derivative instrument obligations covered by the agreement. As of September 30, 2021, the fair value of derivatives in a liability position, which excludes accrued interest but includes any adjustment for nonperformance risk related to these agreements, was $ 13.1 million. If we had breached any of the default provisions in these agreements as of September 30, 2021, we might have been required to settle our obligations under the agreements at their termination value (including accrued interest) of $ 14.8 million. We had not breached any of these provisions as of September 30, 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 7. LEASES As Lessee We have entered into ground leases for portions of the land at Springfield Town Center and Plymouth Meeting Mall. We have also entered into an office lease for our headquarters location, as well as vehicle, solar panel and equipment leases as a lessee. The initial terms of these agreements generally range from three to 40 years , with certain agreements containing extension options for up to an additional 60 years . Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancelable period of the lease and any renewal option period we are reasonably certain of exercising. Certain agreements require that we pay a portion of reimbursable expenses such as CAM, utilities, insurance and real estate taxes. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. Our leases do not provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the present value of remaining lease payments. In determining our incremental borrowing rate, we considered the lease term, market interest rates and estimates regarding our implied credit rating using market data with adjustments to determine an appropriate incremental borrowing rate. The following tables present additional information pertaining to the Company’s leases: Three Months Ended September 30, 2021 2020 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 202 $ — $ — $ 202 $ 209 $ — $ — $ 209 Interest on lease liabilities 59 — — 59 68 — — 68 Operating lease costs — 436 306 742 — 436 333 769 Variable lease costs — 45 217 262 — 44 60 104 Total lease costs $ 261 $ 481 $ 523 $ 1,265 $ 277 $ 480 $ 393 $ 1,150 Nine Months Ended September 30, 2021 2020 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 607 $ — $ — $ 607 $ 621 $ — $ — $ 621 Interest on lease liabilities 184 — — 184 215 — — 215 Operating lease costs — 1,309 944 2,253 — 1,309 1,008 2,317 Variable lease costs — 135 387 522 — 129 142 271 Total lease costs $ 791 $ 1,444 $ 1,331 $ 3,566 $ 836 $ 1,438 $ 1,150 $ 3,424 Other information related to leases as of and for the nine months ended September 30, 2021 and 2020 are as follows: (in thousands of dollars) 2021 2020 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 184 $ 208 Operating cash flows used for operating leases $ 2,028 $ 1,552 Financing cash flows used for finance leases $ 560 $ 526 Weighted average remaining lease term-finance leases (months) 77 89 Weighted average remaining lease term-operating leases (months) 292 300 Weighted average discount rate-finance leases 4.33 % 4.35 % Weighted average discount rate-operating leases 6.43 % 6.43 % Future payments against lease liabilities as of September 30, 2021 are as follows: (in thousands of dollars) Finance leases Operating leases Total October 1 to December 31, 2021 $ 247 $ 708 $ 955 2022 988 2,605 3,593 2023 983 2,556 3,539 2024 949 2,471 3,420 2025 929 2,362 3,291 Thereafter 2,072 51,152 53,224 Total undiscounted lease payments 6,168 61,854 68,022 Less imputed interest ( 799 ) ( 32,079 ) ( 32,878 ) Total lease liabilities $ 5,369 $ 29,775 $ 35,144 As Lessor As of September 30, 2021, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancelable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. (in thousands of dollars) October 1 to December 31, 2021 $ 66,295 2022 246,661 2023 220,588 2024 191,663 2025 157,493 Thereafter 474,733 $ 1,357,433 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Contractual Obligations As of September 30, 2021, we had unaccrued contractual and other commitments related to our capital improvement projects and development projects of $ 5.4 million, including $ 2.6 million of commitments related to the redevelopment of Fashion District Philadelphia, in the form of tenant allowances and contracts with general service providers and other professional service providers. For purposes of this disclosure, the contractual obligations and other commitments related to Fashion District Philadelphia are included at 100 % of the obligation and not at our 50 % ownership share. Preferred Dividend Arrearages Dividends on the Series B, Series C and Series D preferred shares are cumulative and therefore will continue to accrue at an annual rate of $ 1.8436 per share, $ 1.80 per share and $ 1.7188 per share, respectively. As of September 30, 2021, the cumulative amount of unpaid dividends on our issued and outstanding preferred shares totaled $ 34.2 million. This consisted of unpaid dividends per share on the Series B, Series C and Series D preferred shares of $ 2.30 per share, $ 2.25 per share and $ 2.15 per share, respectively. Property Damage from Natural and Other Disasters During the nine months ended September 30, 2021, we recorded net insurance recoveries of $ 0.7 million as a result of recoveries received to repair damages that occurred in 2020. During the nine months ended September 30, 2020, Cherry Hill Mall in Cherry Hill, New Jersey experienced a power outage due to the failure of an underground high voltage cable, which required the use of backup generator power. We recorded net costs of approximately $ 0.6 million during the nine months ended September 30, 2020 as a result of the power outage, and received recoveries of $ 0.6 million in April 2020. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of comprehensive loss, consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. As of September 30, 2021, our portfolio consists of a total of 25 properties operating in eight states, including 20 shopping malls, four other retail properties and one development property. The property in our portfolio that is classified as under development does not currently have any activity occurring. We hold our interest in our portfolio of properties through our operating partnership, PREIT Associates, L.P. (“PREIT Associates” or the “Operating Partnership”). We are the sole general partner of the Operating Partnership and, as of September 30, 2021, we held a 98.7 % controlling interest in the Operating Partnership and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one -for-one basis, in some cases beginning one year following the respective issue date of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of September 30, 2021, the total amount that would have been distributed would have been $ 2.0 million, which is calculated using our September 30, 2021 closing share price on the New York Stock Exchange (the “NYSE”) of $ 1.94 multiplied by the number of outstanding OP Units held by limited partners, which was 1,030,510 as of September 30, 2021 after the issuance of 945,417 common shares in exchange for a like number of OP Units on July 20, 2021 . The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash. We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest, and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law. We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States. |
Financial Restructuring | Financial Restructuring On October 7, 2020, the Company and certain of the Company’s wholly owned direct and indirect subsidiaries (collectively, the “Company Parties”) entered into a Restructuring Support Agreement (the “RSA”), which contemplated agreed-upon terms for a financial restructuring of the then-existing debt and certain other obligations of the Company Parties (collectively with the following events, the “Financial Restructuring”). The RSA was amended on October 16, 2020, and again on October 23, 2020, to, among other things, extend the date by which the Company Parties were required to commence the solicitation of votes on their joint prepackaged chapter 11 plan of reorganization (the “Plan”) and, thereafter, the voluntary chapter 11 cases. On November 1, 2020, the Company and the other Company Parties under the RSA (the “Debtors”) filed their respective voluntary petitions under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), commencing the chapter 11 cases to confirm and consummate the Plan in order to effectuate the Debtors’ financial restructuring. The Debtors’ chapter 11 cases were jointly administered for procedural convenience under the caption In re Pennsylvania Real Estate Investment Trust, et al ., Case No. 20-12737 (KBO). Under the Plan, the Debtors would be recapitalized and their debt maturities extended. The Debtors continued to operate their businesses as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On November 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”), confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Certain of Its Direct and Indirect Subsidiaries (with Additional Technical Modifications As of November 20, 2020) (the “Confirmed Plan”). On December 10, 2020 (the “Effective Date”), each condition precedent to consummation of the Confirmed Plan, enumerated in Section 8.2 thereof, was satisfied or waived in accordance with the Confirmed Plan and the Confirmation Order, and therefore the Effective Date occurred and the Debtors emerged from bankruptcy. On the Effective Date, the Company entered into the credit agreements, which are described in Note 4. The final decree closing the bankruptcy case was entered by the Bankruptcy Court on March 11, 2021. |
COVID-19 Related Risks and Uncertainties | COVID-19 Related Risks and Uncertainties The COVID-19 global pandemic that began in early 2020 has adversely impacted and continues to impact our business, financial condition, liquidity and operating results, as well as our tenants’ businesses. The prolonged spread of COVID-19 has also led to unprecedented global economic disruption and volatility in financial markets. Some of our tenants’ financial health and business viability have been adversely impacted and their creditworthiness has deteriorated. We anticipate that our future business, financial condition, liquidity and results of operations, including throughout the remainder of 2021 and potentially in future periods, will continue to be materially impacted by the COVID-19 pandemic. Significant uncertainty remains with regard to the duration and impact of the COVID-19 pandemic and its resulting impact on the economy and day-to-day life and business operations. In particular, the duration and impact of COVID-19 will depend on a variety of factors as conditions continue to fluctuate around the country, with vaccination rates, spikes in infections and restrictions on activities and recommended protocols continuing to vary and evolve. Given these factors, so long as the lingering effects of COVID-19 remain, the virus may continue to impact us or our tenants, or our ability or the ability of our tenants to resume more normal operations. COVID-19 closures of our properties began on March 12, 2020 and continued through the reopening of our last property on July 3, 2020. These closures impacted most of our properties for the full second quarter of 2020 with traffic and tenant reopenings increasing through the third and fourth quarters of 2020. New or renewed restrictions in the jurisdictions where our properties are located may be implemented in response to evolving conditions and overall uncertainty about the timing and widespread availability, acceptance, and efficacy of vaccines and booster requirements, including in response to new, and potentially more aggressive, strains or variants. In some instances, certain markets have independently implemented new restrictions as a result of break-through cases and the increased spread of such new strains and variants, including the Delta variant. As such, as the pandemic continues and potentially intensifies or we experience resurgences, it is possible that additional closures will occur, or that limitations on operations will be imposed. During the mall closure period in the second quarter of 2020, the Company furloughed a significant portion of its property and corporate employee base and later made permanent headcount reductions, which contributed to decreased personnel related general and administrative expenses in the third and fourth quarters of 2020. All of our properties have remained open since July 3, 2020 and are employing safety and sanitation measures designed to address the risks posed by COVID-19. Despite the increased vaccination rates in the country, some of our tenants are still operating at reduced capacity. The significance of COVID-19 on our business, however, will continue to depend on, among other things, the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus, and certain variants thereof, vaccination rates in regions in which our properties are located, further effects on the economy of the pandemic and of the measures taken by governmental authorities and other third parties restricting daily activities and the length of time that such measures remain in place or are renewed, implementation of governmental programs to assist businesses and consumers impacted by the COVID-19 pandemic, and the effect of any changes to current restrictions or recommended protocols, all of which could vary by geographic region in which our properties are located. We continue to experience uncertainty as to whether government authorities will maintain the relaxation of current restrictions on businesses in the regions in which our properties are located, and whether government authorities will issue recommendations or impose requirements on landlords like us to further enhance health and safety protocols, or whether we will voluntarily adopt any of these requirements ourselves, which could result in increased operating costs and demands on our property management teams to ensure compliance with any of these requirements. |
Fair Value | Fair Value Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3). |
Impairment of Assets | Impairment of Assets Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” The ongoing impact of COVID-19 on the economy and market conditions, together with the resulting closures of our properties and the delayed and/or limited reopening of some tenants was deemed to be a triggering event as of June 30, 2020, September 30, 2020, and December 31, 2020, which led to impairment reviews and assessment of the undiscounted future cash flows for each of the respective quarters of 2020. During the nine months ended September 30, 2021, certain of our properties had triggering events due to various indicators of impairment, but passed our undiscounted future cash flow assessment except for Valley View Center and Monroe Marketplace. Valley View Center was a retail property we owned and is located adjacent to Valley View Mall. As a result of a reduced holding period assumption, we recorded an impairment on Valley View Center, which was classified as held for sale as of June 30, 2021 and sold in August 2021. A parcel of land located adjacent to Monroe Marketplace, a retail property that we used to own, is classified as held for sale as of September 30, 2021. As a result of a reduced holding period assumption, we recorded an impairment on the land parcel. In connection with our review of our long-lived assets for impairment, we utilize qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels. If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated. The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. We intend to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. Assessment of our ability to recover certain lease-related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs. An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income. |
New Accounting Developments | New Accounting Developments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Companies may generally elect to apply the guidance for periods that include March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01 to provide additional guidance around Topic 848 primarily as it relates to the ASU’s effect on derivative contracts. The Company is evaluating the anticipated impact of this standard on its condensed consolidated financial statements as well as timing of adoption. |
Real Estate Activities (Tables)
Real Estate Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in real estate as of September 30, 2021 and December 31, 2020 were comprised of the following: (in thousands of dollars) September 30, 2021 December 31, 2020 Buildings, improvements and construction in progress $ 2,766,974 $ 2,757,234 Land, including land held for development 457,478 463,103 Total investments in real estate 3,224,452 3,220,337 Accumulated depreciation ( 1,388,330 ) ( 1,308,427 ) Net investments in real estate $ 1,836,122 $ 1,911,910 |
Real Estate Capitalized Costs | The following table summarizes our capitalized interest, compensation, including commissions, and real estate taxes for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of dollars) 2021 2020 2021 2020 Development/Redevelopment Activities: Interest (1) $ 21 $ 489 $ 168 $ 1,844 Compensation 21 25 83 416 Real estate taxes ( 58 ) 29 — 255 Leasing Activities: Compensation, including commissions (2) 34 — 61 164 (1) Includes interest capitalized on investments in partnerships under development. (2) The definition of initial direct costs under ASC 842 includes only those incremental costs of a lease that would not have been incurred if the lease had not been obtained. Commissions paid for successful leasing transactions continue to be capitalized. |
Investments in Partnerships (Ta
Investments in Partnerships (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Equity Investments | The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of September 30, 2021 and December 31, 2020: (in thousands of dollars) September 30, 2021 December 31, 2020 ASSETS: Investments in real estate, at cost: Operating properties $ 844,214 $ 824,328 Construction in progress 7,786 20,632 Total investments in real estate 852,000 844,960 Accumulated depreciation ( 240,713 ) ( 224,641 ) Net investments in real estate 611,287 620,319 Cash and cash equivalents 51,433 28,060 Deferred costs and other assets, net 163,575 161,465 Total assets 826,295 809,844 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 496,257 491,119 FDP Term Loan, net 194,603 201,000 Partnership Loan 109,897 100,000 Other liabilities 139,904 132,715 Total liabilities 940,661 924,834 Net investment ( 114,366 ) ( 114,990 ) Partners’ share ( 57,984 ) ( 59,080 ) PREIT’s share ( 56,382 ) ( 55,910 ) Excess investment (1) 6,702 6,390 Net investments and advances $ ( 49,680 ) $ ( 49,520 ) Investment in partnerships, at equity $ 19,947 $ 27,066 Distributions in excess of partnership investments ( 69,627 ) ( 76,586 ) Net investments and advances $ ( 49,680 ) $ ( 49,520 ) _____________________ (1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income (loss) of partnerships.” |
Summary of Share of Equity in Loss of Partnerships | The following table summarizes our share of equity in loss of partnerships for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of dollars) 2021 2020 2021 2020 Real estate revenue $ 27,790 $ 24,198 $ 85,827 $ 75,484 Expenses: Property operating and other expenses ( 11,878 ) ( 13,924 ) ( 35,759 ) ( 35,884 ) Interest expense (1) ( 11,309 ) ( 6,038 ) ( 33,104 ) ( 18,008 ) Depreciation and amortization ( 6,715 ) ( 10,570 ) ( 20,051 ) ( 25,965 ) Total expenses ( 29,902 ) ( 30,532 ) ( 88,914 ) ( 79,857 ) Net loss ( 2,112 ) ( 6,334 ) ( 3,087 ) ( 4,373 ) Less: Partners’ share 719 3,183 810 1,884 PREIT’s share ( 1,393 ) ( 3,151 ) ( 2,277 ) ( 2,489 ) Amortization of excess investment ( 36 ) ( 108 ) ( 152 ) ( 309 ) Equity in loss of partnerships $ ( 1,429 ) $ ( 3,259 ) $ ( 2,429 ) $ ( 2,798 ) (1) Net of capitalized interest expense of $ 92 and $ 467 for the three months ended September 30, 2021 and 2020, respectively, and $ 338 and $ 2,394 for the nine months ended September 30, 2021 and 2020, respectively. |
Financing Activity (Tables)
Financing Activity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule Of Credit Facility Interest Expense and Deferred Financing Fee Amortization | Interest expense and deferred financing fee amortization related to the Credit Agreements and the Restructured Credit Agreements for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of dollars) 2021 2020 2021 2020 Revolving Facilities: Interest expense $ 560 $ 3,505 $ 1,663 $ 8,363 Deferred financing amortization 299 278 896 830 Term Loans: Interest expense (1) 21,726 6,931 62,891 18,230 Deferred financing amortization 1,784 910 5,346 1,297 For the three and nine months ended September 30, 2021, $ 12.3 million and $ 35.7 million, respectively, in interest under the Second Lien Term Loan Facility was not paid in cash, but capitalized to the principal balance of the loan. |
Carrying and Fair Values of Mortgage Loans | The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at September 30, 2021 and December 31, 2020 were as follows: September 30, 2021 December 31, 2020 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Mortgage loans (1) $ 857.0 $ 838.1 $ 884.5 $ 873.2 (1) The carrying value of mortgage loans is net of unamortized debt issuance costs of $ 1.4 million and $ 1.0 million as of September 30, 2021 and December 31, 2020, respectively. |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash, Cash Equivalents, and Restricted Cash Reported within Statement of Cash Flows | The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of September 30, 2021 and 2020. September 30, (in thousands of dollars) 2021 2020 Cash and cash equivalents $ 28,975 $ 36,373 Restricted cash included in other assets 11,887 6,087 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 40,862 $ 42,460 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of September 30, 2021 and December 31, 2020 based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks. Maturity Date Aggregate Notional Value at Aggregate Fair Value at Aggregate Fair Value at Weighted Derivatives in Cash Flow Hedging Relationships Interest Rate Swaps 2021 $ 139.8 $ ( 0.6 ) $ ( 3.0 ) 2.29 % 2023 300.0 ( 11.7 ) ( 17.2 ) 2.70 % Non-designated Hedges Interest Rate Swaps 2021 175.0 ( 0.8 ) ( 3.1 ) 1.85 % Total $ 614.8 $ ( 13.1 ) $ ( 23.3 ) 2.36 % (1) As of September 30, 2021 and December 31, 2020, derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3). |
Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations | The tables below present the effect of derivative financial instruments on accumulated other comprehensive (loss) income and on our consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, Amount of Gain or Amount of Gain or Amount of Gain or Amount of Gain or (in millions of dollars) 2021 2020 2021 2020 2021 2020 2021 2020 Derivatives in Cash Flow Hedging Relationships Interest rate products $ ( 0.4 ) $ 0.3 $ 3.0 $ 3.7 $ ( 0.4 ) $ ( 22.1 ) $ 8.6 $ 6.4 Three Months Ended September 30, Nine Months Ended September 30, (in millions of dollars) 2021 2020 2021 2020 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 32.4 ) $ ( 20.3 ) $ ( 95.1 ) $ ( 54.3 ) Amount of (loss) gain reclassified from accumulated other comprehensive income into interest expense $ 3.0 $ 3.7 $ 8.6 $ 6.4 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following tables present additional information pertaining to the Company’s leases: Three Months Ended September 30, 2021 2020 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 202 $ — $ — $ 202 $ 209 $ — $ — $ 209 Interest on lease liabilities 59 — — 59 68 — — 68 Operating lease costs — 436 306 742 — 436 333 769 Variable lease costs — 45 217 262 — 44 60 104 Total lease costs $ 261 $ 481 $ 523 $ 1,265 $ 277 $ 480 $ 393 $ 1,150 Nine Months Ended September 30, 2021 2020 (in thousands of dollars) Solar Panel Ground Leases Office, Total Solar Panel Ground Leases Office, Total Finance lease cost: Amortization of right-of-use assets $ 607 $ — $ — $ 607 $ 621 $ — $ — $ 621 Interest on lease liabilities 184 — — 184 215 — — 215 Operating lease costs — 1,309 944 2,253 — 1,309 1,008 2,317 Variable lease costs — 135 387 522 — 129 142 271 Total lease costs $ 791 $ 1,444 $ 1,331 $ 3,566 $ 836 $ 1,438 $ 1,150 $ 3,424 |
Supplemental Cash Flows and Terms | Other information related to leases as of and for the nine months ended September 30, 2021 and 2020 are as follows: (in thousands of dollars) 2021 2020 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 184 $ 208 Operating cash flows used for operating leases $ 2,028 $ 1,552 Financing cash flows used for finance leases $ 560 $ 526 Weighted average remaining lease term-finance leases (months) 77 89 Weighted average remaining lease term-operating leases (months) 292 300 Weighted average discount rate-finance leases 4.33 % 4.35 % Weighted average discount rate-operating leases 6.43 % 6.43 % |
Future Minimum Payments Against Lease Liabilities Maturity | Future payments against lease liabilities as of September 30, 2021 are as follows: (in thousands of dollars) Finance leases Operating leases Total October 1 to December 31, 2021 $ 247 $ 708 $ 955 2022 988 2,605 3,593 2023 983 2,556 3,539 2024 949 2,471 3,420 2025 929 2,362 3,291 Thereafter 2,072 51,152 53,224 Total undiscounted lease payments 6,168 61,854 68,022 Less imputed interest ( 799 ) ( 32,079 ) ( 32,878 ) Total lease liabilities $ 5,369 $ 29,775 $ 35,144 |
Lessor, Operating Lease, Payments to be Received, Maturity | As of September 30, 2021, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancelable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. (in thousands of dollars) October 1 to December 31, 2021 $ 66,295 2022 246,661 2023 220,588 2024 191,663 2025 157,493 Thereafter 474,733 $ 1,357,433 |
Basis of Presentation - Nature
Basis of Presentation - Nature of Operations (Details) $ / shares in Units, $ in Millions | Jul. 20, 2021shares | Sep. 30, 2021USD ($)SubsidiaryPropertySegmentState$ / sharesshares |
Real Estate Properties [Line Items] | ||
Number of real estate properties | 25 | |
Number of states in which entity operates | State | 8 | |
Common stock, conversion ratio | 1 | |
Period of conversion | 1 year | |
Redeemable noncontrolling interest, equity, other, fair value | $ | $ 2 | |
Share price (in dollars per share) | $ / shares | $ 1.94 | |
Limited partners' capital account, units outstanding (in shares) | shares | 1,030,510 | |
Common shares issued in exchange for a like number of OP Units | shares | 945,417 | |
Number of subsidiaries | Subsidiary | 2 | |
Number of reportable segments | Segment | 1 | |
PREIT Associates, L.P. - Operating Partnership | ||
Real Estate Properties [Line Items] | ||
Interest in the Operating Partnership | 98.70% | |
Mall | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 20 | |
Other Retail Properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 4 | |
Development Properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 1 |
Real Estate Activities - Invest
Real Estate Activities - Investments in Real Estate (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Buildings, improvements and construction in progress | $ 2,766,974 | $ 2,757,234 |
Land, including land held for development | 457,478 | 463,103 |
Total investments in real estate | 3,224,452 | 3,220,337 |
Accumulated depreciation | (1,388,330) | (1,308,427) |
Net investments in real estate | $ 1,836,122 | $ 1,911,910 |
Real Estate Activities - Summar
Real Estate Activities - Summary of Capitalized Salaries, Commissions and Benefits, Real Estate Taxes and Interest (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Interest | Development/Redevelopment Activities: | ||||
Real Estate Capitalized Costs [Line Items] | ||||
Real estate capitalized cost | $ 21 | $ 489 | $ 168 | $ 1,844 |
Compensation | Development/Redevelopment Activities: | ||||
Real Estate Capitalized Costs [Line Items] | ||||
Real estate capitalized cost | 21 | 25 | 83 | 416 |
Real estate taxes | Development/Redevelopment Activities: | ||||
Real Estate Capitalized Costs [Line Items] | ||||
Real estate capitalized cost | (58) | 29 | 255 | |
Compensation, including commissions(1) | Leasing Activities: | ||||
Real Estate Capitalized Costs [Line Items] | ||||
Real estate capitalized cost | $ 34 | $ 61 | $ 164 |
Real Estate Activities - Impair
Real Estate Activities - Impairment of Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment of real estate assets | $ 1,564 | $ 0 | |
Monroe Marketplace Land | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Asset classified as held for sale transaction completion period | 1 year | ||
Monroe Marketplace Land | Subsequent Event | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment of real estate assets | $ 300 |
Real Estate Activities - Dispos
Real Estate Activities - Dispositions (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
(Loss) gain on sales of real estate, net | $ (217) | $ (94) | $ (1,191) | $ 11,169 | ||||
Cash proceeds from sales of real estate | 4,076 | 21,951 | ||||||
Mortgage loans payable, net | 856,986 | 856,986 | $ 884,503 | |||||
Gain on derecognition of property | 8,100 | |||||||
Impairment of real estate assets | 1,564 | $ 0 | ||||||
Moorestown Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | $ 10,100 | |||||||
Lease termination fee | 9,000 | |||||||
(Loss) gain on sales of real estate, net | (1,000) | |||||||
Cash proceeds from sales of real estate | $ 800 | |||||||
Valley View Mall | Mortgage Loan | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Mortgage loans payable, net | $ 27,200 | $ 27,200 | $ 27,200 | |||||
Valley View Center | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | $ 3,500 | |||||||
Impairment of real estate assets | $ 1,300 |
Investments in Partnerships - S
Investments in Partnerships - Summary of Equity Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments in real estate, at cost: | ||
Operating properties | $ 844,214 | $ 824,328 |
Construction in progress | 7,786 | 20,632 |
Total investments in real estate | 852,000 | 844,960 |
Accumulated depreciation | (240,713) | (224,641) |
Net investments in real estate | 611,287 | 620,319 |
Cash and cash equivalents | 51,433 | 28,060 |
Deferred costs and other assets, net | 163,575 | 161,465 |
Total assets | 826,295 | 809,844 |
LIABILITIES AND PARTNERS’ INVESTMENT: | ||
Mortgage loans payable, net | 496,257 | 491,119 |
FDP Term Loan, net | 194,603 | 201,000 |
Partnership Loan | 109,897 | 100,000 |
Other liabilities | 139,904 | 132,715 |
Total liabilities | 940,661 | 924,834 |
Net investment | (114,366) | (114,990) |
Partners’ share | (57,984) | (59,080) |
PREIT’s share | (56,382) | (55,910) |
Excess investment | 6,702 | 6,390 |
Net investments and advances | (49,680) | (49,520) |
Investment in partnerships, at equity | 19,947 | 27,066 |
Distributions in excess of partnership investments | $ (69,627) | $ (76,586) |
Investments in Partnerships -_2
Investments in Partnerships - Summary of Share of Equity in Loss of Partnerships (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | ||||
Real estate revenue | $ 27,790 | $ 24,198 | $ 85,827 | $ 75,484 |
Expenses: | ||||
Property operating and other expenses | (11,878) | (13,924) | (35,759) | (35,884) |
Interest expense | (11,309) | (6,038) | (33,104) | (18,008) |
Depreciation and amortization | (6,715) | (10,570) | (20,051) | (25,965) |
Total expenses | (29,902) | (30,532) | (88,914) | (79,857) |
Net loss | (2,112) | (6,334) | (3,087) | (4,373) |
Less: Partners’ share | 719 | 3,183 | 810 | 1,884 |
PREIT’s share | (1,393) | (3,151) | (2,277) | (2,489) |
Amortization of excess investment | (36) | (108) | (152) | (309) |
Equity in loss of partnerships | $ (1,429) | $ (3,259) | $ (2,429) | $ (2,798) |
Investments in Partnerships -_3
Investments in Partnerships - Summary of Share of Equity in Loss of Partnerships (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | ||||
Capitalized interest expense | $ 92 | $ 467 | $ 338 | $ 2,394 |
Investments in Partnerships - F
Investments in Partnerships - FDP Sale of Unit (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Gain on sales of real estate by equity method investee | $ (10) | $ 0 | $ 1,337 | $ 0 | |
Sale of 801 Market Street, Unit 202 | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Gain on sales of real estate by equity method investee | $ 1,300 | ||||
Sale of 801 Market Street, Unit 202 | Partnership Interest | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Proceeds from real estate and real estate joint ventures | 5,300 | ||||
Gain on sales of real estate by equity method investee | $ 2,600 | ||||
Ownership percentage | 50.00% |
Investments in Partnerships -_4
Investments in Partnerships - FDP Loan Agreement (Details) - FDP Loan Agreement - USD ($) $ in Millions | Dec. 10, 2020 | Mar. 31, 2021 | Sep. 30, 2019 | Jul. 31, 2019 | Jan. 31, 2018 |
Schedule Of Equity Method Investments [Line Items] | |||||
Long-term debt | $ 350 | $ 250 | |||
Proceeds from (Repayments of) Long-term debt and capital securities | $ 51 | ||||
Distribution of financing proceeds from equity method investee | $ 25 | ||||
Debt instrument, maturity date | Jan. 22, 2023 | ||||
Debt instrument extension term | 1 year | ||||
Debt, variable interest rate | 2.50% | ||||
Percentage of full recourse guarantee | 50.00% | ||||
Full recourse guarantee amount | $ 50 | ||||
Federal Funds Rate | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Debt, variable interest rate | 0.50% | ||||
LIBOR Market Index Rate | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Debt, variable interest rate | 1.00% | ||||
LIBOR | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Debt, variable interest rate | 3.50% | ||||
Partnership Loan | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Principal payment | $ 100 | ||||
Outstanding principal | $ 301 | $ 201 | |||
Accrued interest percentage | 15.00% | ||||
Cash distributions description | 50/50 cash distributions to the Company and its joint venture partner |
Investments in Partnerships - M
Investments in Partnerships - Mortgage Loan Activity (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 25, 2021 | May 25, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Equity Method Investments [Line Items] | |||||
Mortgage loans payable, net | $ 856,986 | $ 884,503 | |||
Mortgage Loan | Pavilion at Market East | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Mortgage loans payable, net | $ 7,600 | ||||
Debt instrument, term | 2 years | ||||
Debt instrument, maturity date | May 31, 2023 | ||||
Debt instrument interest only payments period | 2022-05 | ||||
Debt, variable interest rate | 4.00% | ||||
Mortgage Loan | The Court at Oxford Valley | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Mortgage loans payable, net | $ 55,000 | ||||
Debt instrument, term | 10 years | ||||
Debt instrument, maturity date | Jul. 1, 2031 | ||||
Debt instrument interest only payments period | 2024-08 | ||||
Debt instrument fixed interest rate | 3.20% | ||||
Mortgage Loan | Red Rose Commons | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Mortgage loans payable, net | $ 34,000 | ||||
Debt instrument, term | 10 years | ||||
Debt instrument, maturity date | Jul. 6, 2031 | ||||
Debt instrument fixed interest rate | 3.30% | ||||
LIBOR | Mortgage Loan | Pavilion at Market East | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Debt, variable interest rate | 3.50% |
Financing Activity - Credit Agr
Financing Activity - Credit Agreements (Details) | Oct. 01, 2021 | Jun. 30, 2021 | Feb. 08, 2021USD ($) | Dec. 10, 2020USD ($)Agreement | Oct. 16, 2020USD ($) | Sep. 30, 2021USD ($)ft²PropertyAward | Sep. 30, 2021USD ($)ft²PropertyAward | Sep. 30, 2020 | Dec. 31, 2020USD ($) | Nov. 01, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Outstanding line of credit | $ 54,830,000 | $ 54,830,000 | $ 54,830,000 | |||||||
Amounts equal to greater than termination or modification of lease | 2,500,000 | |||||||||
Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amounts received on behalf of guarantor in consideration of termination or modification of lease. | $ 3,500,000 | |||||||||
Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Leased premises | ft² | 7,500 | 7,500 | ||||||||
Debt instrument discounted amount | $ 750,000 | |||||||||
Percentage of aggregate contractual base rent | 25.00% | |||||||||
Outstanding obligations | $ 3,500,000 | |||||||||
Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs, line of credit arrangements | $ 8,300,000 | $ 8,300,000 | ||||||||
First Lien Credit Agreement Base Rate Loans | Federal Funds Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 0.50% | |||||||||
First Lien Credit Agreement Base Rate Loans | LIBOR Market Index Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 1.00% | |||||||||
First Lien Credit Agreement Base Rate Loans | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 1.50% | |||||||||
Second Lien Credit Agreement Base Rate Loans | Federal Funds Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 0.50% | |||||||||
Second Lien Credit Agreement Base Rate Loans | LIBOR Market Index Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 1.00% | |||||||||
Second Lien Credit Agreement Base Rate Loans | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 1.50% | |||||||||
Debt instrument interest rate | 7.00% | 7.00% | ||||||||
Second Lien Credit Agreement LIBOR Loans | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 0.50% | |||||||||
Second Lien Credit Agreement LIBOR Loans | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 8.00% | |||||||||
Credit Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of credit agreements | 2 | 3 | 3 | |||||||
Debt instrument maturity period | 2022-12 | 2022-12 | ||||||||
Debt instrument, payment terms | 2 years | |||||||||
Number of properties | Property | 12 | 12 | ||||||||
Number of malls | Property | 9 | 9 | ||||||||
Number of additional parcels | Property | 3 | 3 | ||||||||
Debt instrument extension term | 1 year | |||||||||
Debt instrument extended maturity period | 2023-12 | |||||||||
Debt instrument minimum liquidity | $ 35,000,000 | |||||||||
Percentage of minimum corporate debt yield | 6.50% | 8.00% | ||||||||
Percentage of maximum loan to value ratio | 105.00% | |||||||||
Debt Instrument, restrictive covenants | The Credit Agreements each provide for a two-year maturity of December 2022 (the “Maturity Date”), subject to a one-year extension to December 2023 at the borrowers’ option, subject to (i) minimum liquidity of $35.0 million, (ii) a minimum corporate debt yield of 8.0%, (iii) a maximum loan-to-value ratio of 105% for the total first lien and second lien loans and letters of credit and the Borrowing Base Properties as determined by an appraisal and (iv) no default or event of default existing and our representations and warranties being true in all material respects. The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness. | |||||||||
Minimum liquidity comprised of unrestricted cash held in certain deposit accounts subject to control agreements | $ 25,000,000 | $ 25,000,000 | ||||||||
Maximum certain other deposit account not subject to control agreement | 5,000,000 | 5,000,000 | ||||||||
Percentage of minimum senior debt yield | 11.35% | |||||||||
Maximum cash not retain in property level accounts held by subsidiaries | 6,500,000 | $ 6,500,000 | ||||||||
Credit Agreements | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of minimum corporate debt yield | 7.25% | |||||||||
Credit Agreements | Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, payment terms | 7 years | |||||||||
Outstanding borrowings | 953,800,000 | $ 953,800,000 | $ 590,000,000 | |||||||
Credit Agreements | First Lien Revolving Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding line of credit | 54,800,000 | 54,800,000 | ||||||||
Remaining borrowing capacity | 75,200,000 | 75,200,000 | ||||||||
Credit Agreements | 2018 Revolving Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | 375,000,000 | $ 375,000,000 | ||||||||
Debt instrument, payment terms | 7 years | |||||||||
Outstanding line of credit | 375,000,000 | |||||||||
Credit Agreements | A2018 Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | 300,000,000 | $ 300,000,000 | ||||||||
Credit Agreements | A2014 Seven Year Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | 250,000,000 | 250,000,000 | ||||||||
Credit Agreements | Bridge Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | 30,000,000 | $ 30,000,000 | ||||||||
Outstanding line of credit | $ 55,000,000 | |||||||||
Debt instrument, maturity date | Oct. 31, 2020 | |||||||||
Ability request additional commitment amount | $ 25,000,000 | $ 25,000,000 | ||||||||
Increase in aggregate amount of commitments | $ 25,000,000 | |||||||||
Secured First Lien Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | $ 130,000,000 | |||||||||
Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | 10,000,000 | |||||||||
First Lien Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | 384,500,000 | |||||||||
Second Lien Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing | $ 535,200,000 | |||||||||
7-Year Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan agreement entered date | Jan. 8, 2014 | |||||||||
Debt instrument, payment terms | 7 years | |||||||||
Bridge Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan agreement entered date | Aug. 11, 2020 | |||||||||
Two Thousand Eighteen Amended And Restated Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan agreement entered date | May 24, 2018 | |||||||||
2018 Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, payment terms | 7 years | |||||||||
Revolving Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 2.50% | |||||||||
Revolving Loans | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 3.50% | |||||||||
First Lien Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Days of interest period | 30 days | |||||||||
Percentage of amount greater than equal to 50% of aggregate amount of revolving commitments | 0.35% | |||||||||
Percentage of daily amount of unused revolving commitments | 50.00% | |||||||||
Percentage of amount less than 50% of aggregate amount of revolving commitments | 0.25% | |||||||||
Debt instrument, variable rate description | Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus (w) for revolving loans, 2.50% per annum, and (x) for term loans, 4.74% per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50% per annum, and (z) for term loans, 5.74% per annum, in each case, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30-day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the First Lien Credit Agreement, including an unused fee for the account of the revolving lenders, which will accrue (i) 0.35% per annum on the daily amount of the unused revolving commitments when that amount is greater than or equal to 50% of the aggregate amount of revolving commitments, and (ii) 0.25% when that amount is less than 50% of the aggregate amount of revolving commitments. Accrued and unpaid unused fees will be payable quarterly in arrears during the term of the First Lien Credit Agreement and on the Revolving Termination Date (or any earlier date of termination of the revolving commitments or reduction of the revolving commitments to zero). | |||||||||
First Lien Credit Agreement | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 0.50% | |||||||||
First Lien Credit Agreement | Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 4.74% | |||||||||
First Lien Credit Agreement | Term Loans | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, variable interest rate | 5.74% | |||||||||
Second Lien Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, payment terms | 7 years | |||||||||
Days of interest period | 30 days | |||||||||
Debt instrument, variable rate description | Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus 7.00% per annum. LIBOR Loans bear interest at LIBOR plus 8.00% per annum, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our Senior Debt Obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement. | |||||||||
First Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument waiver of default interest | $ 5,300,000 | |||||||||
Principal amount of loans outstanding | $ 535,200,000 |
Financing Activity - Interest E
Financing Activity - Interest Expense and Deferred Financing Amortization (Details) - Credit Agreements and Restructured Credit Agreements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
2018 Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 560 | $ 3,505 | $ 1,663 | $ 8,363 |
Deferred financing amortization | 299 | 278 | 896 | 830 |
Term Loans | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 21,726 | 6,931 | 62,891 | 18,230 |
Deferred financing amortization | $ 1,784 | $ 910 | $ 5,346 | $ 1,297 |
Financing Activity - Interest_2
Financing Activity - Interest Expense and Deferred Financing Amortization (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Credit Agreements and Restructured Credit Agreements | Second lien Term Loans | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 12.3 | $ 35.7 |
Financing Activity - Carrying a
Financing Activity - Carrying and Fair Values of Mortgage Loans (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | $ 856,986 | $ 884,503 |
Carrying Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | 857,000 | 884,500 |
Fair Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, fair value | $ 838,100 | $ 873,200 |
Financing Activity - Carrying_2
Financing Activity - Carrying and Fair Values of Mortgage Loans (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Debt issuance costs, line of credit arrangements | $ 1.4 | $ 1 |
Financing Activity - Mortgage L
Financing Activity - Mortgage Loan Activity (Details) - USD ($) $ in Thousands | Jun. 25, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||
Mortgage loans payable, net | $ 884,503 | $ 856,986 | ||
Mortgage Loan | Commercial Real Estate | ||||
Debt Instrument [Line Items] | ||||
Repayment of deferred amounts period start date | 2020-08 | |||
Repayment of deferred amounts period end date | 2021-02 | |||
Mortgage Loan | Commercial Real Estate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Repayment of deferred amounts extended term | 4 months | |||
Mortgage Loan | Commercial Real Estate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Repayment of deferred amounts extended term | 6 months | |||
Francis Scott Key Mall | Mortgage Loan | Commercial Real Estate | ||||
Debt Instrument [Line Items] | ||||
Mortgage loans payable, net | $ 60,500 | |||
Debt instrument, maturity date | Jun. 25, 2024 | |||
Lender fees as additional debt issuance costs | $ 300 | |||
Francis Scott Key Mall | Mortgage Loan | Commercial Real Estate | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt, variable interest rate | 3.60% | |||
Viewmont Mall | Mortgage Loan | Commercial Real Estate | ||||
Debt Instrument [Line Items] | ||||
Mortgage loans payable, net | $ 67,200 | |||
Debt instrument, maturity date | Jun. 25, 2024 | |||
Lender fees as additional debt issuance costs | $ 500 | |||
Viewmont Mall | Mortgage Loan | Commercial Real Estate | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt, variable interest rate | 3.60% | |||
Woodland Amendment | Mortgage Loan | Commercial Real Estate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Dec. 10, 2021 | |||
Lender fees as additional debt issuance costs | $ 300 | |||
Full recourse guarantee amount | 10,000 | |||
Required payment re margin to lenders | $ 5,000 |
Financing Activity - Other Mort
Financing Activity - Other Mortgage Loan Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Mortgage loans payable, net | $ 856,986 | $ 884,503 | |
Valley View Mall | Mortgage Loan | |||
Debt Instrument [Line Items] | |||
Mortgage loans payable, net | $ 27,200 | $ 27,200 | |
Valley View Mall | Mortgage Loan | Commercial Real Estate | |||
Debt Instrument [Line Items] | |||
Mortgage loans payable, net | $ 27,300 | ||
Mortgage loans, balloon payment not paid | $ 27,300 | ||
Debt instrument, maturity date | Jul. 1, 2020 |
Financing Activity - Note Payab
Financing Activity - Note Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Proceeds from note payable | $ 127,685 | |||||
Gain on debt extinguishment, net | $ 0 | $ 0 | $ 4,587 | $ 0 | ||
Paycheck Protection Program of Coronavirus Aid, Relief, and Economic Security (CARES) Act | Note Payable | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from note payable | $ 4,500 | |||||
Debt instrument, maturity date | Apr. 15, 2022 | |||||
Note payable, deferred payment period | 2021-08 | |||||
Note payable, interest rate | 1.00% | |||||
Note payable, loan forgiveness term | 168 days | |||||
Gain on debt extinguishment, net | $ 4,600 |
Cash Flow Information - Additio
Cash Flow Information - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Other Significant Noncash Transactions [Line Items] | ||
Cash paid for interest | $ 53,100,000 | $ 46,600,000 |
Net of capitalized interest | 200,000 | 1,800,000 |
Aggregate repayments on term loan | 4,027,000 | 12,000,000 |
Decrease in accrued construction costs | 1,100,000 | 6,300,000 |
First Lien Term Loan | ||
Other Significant Noncash Transactions [Line Items] | ||
Aggregate repayments on term loan | 4,000,000 | |
First Lien Revolving Facility | ||
Other Significant Noncash Transactions [Line Items] | ||
Line of credit facilities gross borrowings | $ 0 | |
Restructured Revolver | ||
Other Significant Noncash Transactions [Line Items] | ||
Line of credit facilities gross borrowings | 120,000,000 | |
Line of credit facilities gross repayments | $ 0 |
Cash Flow Information - Summary
Cash Flow Information - Summary of Cash, Cash Equivalents, and Restricted Cash Reported within Statement of Cash Flows (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 28,975 | $ 43,309 | $ 36,373 | |
Restricted cash included in other assets | 11,887 | 6,087 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 40,862 | $ 51,231 | $ 42,460 | $ 19,629 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ in Thousands | Dec. 22, 2020USD ($)Derivativeinstrument | Dec. 10, 2020USD ($)Derivativeinstrument | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Derivativeinstrument | Sep. 30, 2020USD ($) |
Derivative Instruments [Line Items] | ||||||
Number of designated interest rate swaps from cash flow hedges | Derivativeinstrument | 9 | |||||
Derivative, notional amount | $ 614,800 | $ 614,800 | ||||
Number of derivatives designated as swaps mature | Derivativeinstrument | 3 | |||||
Number of derivatives designated as cash flow hedges | Derivativeinstrument | 10 | |||||
Estimate increase to interest expense | $ 8,400 | $ 8,400 | ||||
Number of interest rate swaps mature not re-designated | Derivativeinstrument | 4 | |||||
Number of interest rate swaps from cash flow hedges not re-designated | Derivativeinstrument | 7 | |||||
Weighted average interest rate | 2.36% | 2.36% | ||||
Amount of gain or (loss) reclassified from accumulated other comprehensive income into interest expense | $ 3,000 | $ 3,700 | $ 8,600 | $ 6,400 | ||
Interest rate derivative liabilities, at fair value | 13,100 | 13,100 | ||||
Derivative asset, fair value, gross liability | 14,800 | 14,800 | ||||
Non-Designated Swaps | ||||||
Derivative Instruments [Line Items] | ||||||
Amount of gain or (loss) reclassified from accumulated other comprehensive income into interest expense | (35) | (129) | ||||
Interest Rate Swap | ||||||
Derivative Instruments [Line Items] | ||||||
Derivative, notional amount | $ 375,000 | $ 439,800 | $ 439,800 | |||
Weighted average interest rate | 2.57% | 2.57% | ||||
Interest Rate Non-Designated Hedges Swaps 2021 Maturity | ||||||
Derivative Instruments [Line Items] | ||||||
Derivative, notional amount | $ 175,000 | $ 175,000 | ||||
Weighted average interest rate | 1.85% | 1.85% | ||||
Credit Agreements | ||||||
Derivative Instruments [Line Items] | ||||||
Debt instrument, payment terms | 2 years | |||||
Credit Agreements | Term Loans | ||||||
Derivative Instruments [Line Items] | ||||||
Debt instrument, payment terms | 7 years | |||||
Number of de-designated interest rate swaps from cash flow hedges as a result of financial restructuring | Derivativeinstrument | 7 | |||||
Loss recorded within interest expense due to reclassification of amounts in other comprehensive (loss) income to earnings | $ 2,800 | |||||
Number of voluntarily de-designated interest rate swaps from cash flow hedges | Derivativeinstrument | 13 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 614.8 | |
Aggregate Fair Value | $ (13.1) | $ (23.3) |
Weighted Average Interest Rate | 2.36% | |
Interest Rate Swaps 2021 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 139.8 | |
Aggregate Fair Value | $ (0.6) | (3) |
Weighted Average Interest Rate | 2.29% | |
Interest Rate Swaps 2023 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 300 | |
Aggregate Fair Value | $ (11.7) | (17.2) |
Weighted Average Interest Rate | 2.70% | |
Interest Rate Non-Designated Hedges Swaps 2021 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 175 | |
Aggregate Fair Value | $ (0.8) | $ (3.1) |
Weighted Average Interest Rate | 1.85% |
Derivatives - Effect of Our Der
Derivatives - Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments | $ (400) | $ 300 | $ (400) | $ (22,100) |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense | 3,000 | 3,700 | 8,600 | 6,400 |
Interest Expense | $ (32,426) | $ (20,260) | $ (95,135) | $ (54,300) |
Leases - As Lessee (Details)
Leases - As Lessee (Details) | 9 Months Ended |
Sep. 30, 2021 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Lessee, operating lease, renewal term | 60 years |
Lessee, Operating Lease, Existence of Option to Extend | true |
Lessor, Operating Lease, Existence of Option to Extend | false |
Minimum | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Lessee, operating lease, term of contract | 3 years |
Maximum | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Lessee, operating lease, term of contract | 40 years |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Amortization of right-of-use assets | $ 202 | $ 209 | $ 607 | $ 621 |
Interest on lease liabilities | 59 | 68 | 184 | 215 |
Operating lease costs | 742 | 769 | 2,253 | 2,317 |
Variable lease costs | 262 | 104 | 522 | 271 |
Total lease costs | 1,265 | 1,150 | 3,566 | 3,424 |
Solar Panel Leases | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Amortization of right-of-use assets | 202 | 209 | 607 | 621 |
Interest on lease liabilities | 59 | 68 | 184 | 215 |
Total lease costs | 261 | 277 | 791 | 836 |
Ground Leases | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Operating lease costs | 436 | 436 | 1,309 | 1,309 |
Variable lease costs | 45 | 44 | 135 | 129 |
Total lease costs | 481 | 480 | 1,444 | 1,438 |
Office, equipment, and vehicle leases | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Operating lease costs | 306 | 333 | 944 | 1,008 |
Variable lease costs | 217 | 60 | 387 | 142 |
Total lease costs | $ 523 | $ 393 | $ 1,331 | $ 1,150 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows and Terms (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows used for finance leases | $ 184 | $ 208 |
Operating cash flows used for operating leases | 2,028 | 1,552 |
Financing cash flows used for finance leases | $ 560 | $ 526 |
Weighted average remaining lease term-finance leases (months) | 77 months | 89 months |
Weighted average remaining lease term-operating leases (months) | 292 months | 300 months |
Weighted average discount rate-finance leases | 4.33% | 4.35% |
Weighted average discount rate-operating leases | 6.43% | 6.43% |
Leases - Future Payments Agains
Leases - Future Payments Against Lease Liabilities Maturity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Finance leases | |
Reminder of fiscal year | $ 247 |
Next fiscal Year or Year 1 | 988 |
Second fiscal year or year 2 | 983 |
Third fiscal year or year 3 | 949 |
Fourth fiscal year or year 4 | 929 |
Thereafter | 2,072 |
Total undiscounted lease payments | 6,168 |
Less imputed interest | (799) |
Total lease liabilities | 5,369 |
Operating leases | |
Reminder of fiscal year | 708 |
Next fiscal Year or Year 1 | 2,605 |
Second fiscal year or year 2 | 2,556 |
Third fiscal year or year 3 | 2,471 |
Fourth fiscal year or year 4 | 2,362 |
Thereafter | 51,152 |
Total undiscounted lease payments | 61,854 |
Less imputed interest | (32,079) |
Total lease liabilities | $ 29,775 |
Operating Lease, Liability, Statements of Financial Position [Extensible List] | Accrued Expense And Other Liabilities |
Total | |
Reminder of fiscal year | $ 955 |
Next fiscal Year or Year 1 | 3,593 |
Second fiscal year or year 2 | 3,539 |
Third fiscal year or year 3 | 3,420 |
Fourth fiscal year or year 4 | 3,291 |
Thereafter | 53,224 |
Total undiscounted lease payments | 68,022 |
Less imputed interest | (32,878) |
Total lease liabilities | $ 35,144 |
Leases - Lessor Payments to be
Leases - Lessor Payments to be Received, Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
October 1 to December 31, 2021 | $ 66,295 |
2022 | 246,661 |
2023 | 220,588 |
2024 | 191,663 |
2025 | 157,493 |
Thereafter | 474,733 |
Total payments to be received | $ 1,357,433 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fashion District Philadelphia | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 2.6 |
Percentage of contractual obligation | 100.00% |
Ownership percentage | 50.00% |
Construction in Progress | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 5.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Preferred Dividend Arrearages (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Other Commitments [Line Items] | |
Cumulative amount of unpaid dividends on preferred stock | $ | $ 34.2 |
Series B Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | $ 1.8436 |
Unpaid dividends per share on preferred stock | 2.30 |
Series C Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 1.80 |
Unpaid dividends per share on preferred stock | 2.25 |
Series D Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 1.7188 |
Unpaid dividends per share on preferred stock | $ 2.15 |
Commitments and Contingencies_3
Commitments and Contingencies - Property Damage from Natural and Other Disaster (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingencies [Line Items] | |||||
Insurance recoveries, net | $ 0 | $ 0 | $ 670 | $ 586 | |
Cherry Hill Mall in Cherry Hill, New Jersey | |||||
Loss Contingencies [Line Items] | |||||
Net cost | $ 600 | ||||
Business interruption recoveries | $ 600 |