Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 09, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||
Entity Central Index Key | 0000077281 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 103.4 | ||
Entity Common Stock, Shares Outstanding | 79,270,322 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 1-6300 | ||
Entity Incorporation, State or Country Code | PA | ||
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 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to regulation 14A relating to its 2021 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. | ||
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 $0.01 per share | ||
Trading Symbol | PEIPrD | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
INVESTMENTS IN REAL ESTATE, at cost: | ||
Operating properties | $ 3,168,536 | $ 3,099,034 |
Construction in progress | 46,285 | 106,011 |
Land held for development | 5,516 | 5,881 |
Total investments in real estate | 3,220,337 | 3,210,926 |
Accumulated depreciation | (1,308,427) | (1,202,722) |
Net investments in real estate | 1,911,910 | 2,008,204 |
INVESTMENTS IN PARTNERSHIPS, at equity: | 27,066 | 159,993 |
OTHER ASSETS: | ||
Cash and cash equivalents | 43,309 | 12,211 |
Tenant and other receivables (net of allowance for doubtful accounts of $1,492 and $2,845 at December 31, 2020 and 2019, respectively) | 54,532 | 41,261 |
Intangible assets (net of accumulated amortization of $19,187 and $18,248 at December 31, 2020 and 2019, respectively) | 11,392 | 13,404 |
Deferred costs and other assets, net | 127,593 | 103,688 |
Assets held for sale | 1,384 | 12,506 |
Total assets | 2,177,186 | 2,351,267 |
LIABILITIES: | ||
Mortgage loans payable, net | 884,503 | 899,753 |
Term Loans, net | 908,473 | 548,025 |
Revolving Facilities | 54,830 | 255,000 |
Tenants’ deposits and deferred rent | 8,899 | 13,006 |
Distributions in excess of partnership investments | 76,586 | 87,916 |
Fair value of derivative instruments | 23,292 | 13,126 |
Accrued expenses and other liabilities | 93,663 | 107,016 |
Total liabilities | 2,050,246 | 1,923,842 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
EQUITY: | ||
Shares of beneficial interest, $1.00 par value per share; 200,000 shares authorized; 79,537 and 77,550 shares issued and outstanding at December 31, 2020 and 2019, respectively | 79,537 | 77,550 |
Capital contributed in excess of par | 1,771,777 | 1,766,883 |
Accumulated other comprehensive loss | (20,620) | (12,556) |
Distributions in excess of net income | (1,699,638) | (1,408,352) |
Total equity – Pennsylvania Real Estate Investment Trust | 131,210 | 423,679 |
Noncontrolling interest | (4,270) | 3,746 |
Total equity | 126,940 | 427,425 |
Total liabilities and equity | 2,177,186 | 2,351,267 |
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 (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Tenant and other receivables, allowance for doubtful accounts | $ 1,492,000 | $ 2,845,000 |
Intangible assets, accumulated amortization | $ 19,187,000 | $ 18,248,000 |
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 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) | 79,537,000 | 77,550,000 |
Common stock, shares outstanding (in shares) | 79,537,000 | 77,550,000 |
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 | $ 89,430,000 | $ 86,250,000 |
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 | $ 178,710,000 | $ 172,500,000 |
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 | $ 129,297,000 | $ 125,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Real estate revenue: | |||
Lease revenue | $ 237,141 | $ 302,311 | |
Expense reimbursements | 15,462 | 19,979 | |
Other real estate revenue | 8,333 | 12,668 | |
Total real estate revenue | 260,936 | 334,958 | |
Other income | 887 | 1,834 | |
Total revenue | 261,823 | 336,792 | |
Property operating expenses: | |||
CAM and real estate taxes | (106,522) | (113,260) | |
Utilities | (11,829) | (14,733) | |
Other property operating expenses | (8,547) | (8,565) | |
Total property operating expenses | (126,898) | (136,558) | |
Depreciation and amortization | (126,362) | (137,784) | |
General and administrative expenses | (50,272) | (46,010) | |
Provision for employee separation expenses | (1,227) | (3,689) | |
Insurance recoveries, net | 586 | 4,362 | |
Project costs and other expenses | (294) | (284) | |
Total operating expenses | (304,467) | (319,963) | |
Interest expense, net | (84,341) | (63,987) | |
(Loss) gain on debt extinguishment, net | (1,487) | 24,859 | |
Gain on derecognition of property | 8,127 | 0 | |
Impairment of assets | 0 | (1,455) | |
Reorganization expenses | (3,769) | 0 | |
Total expenses | (385,938) | (364,108) | |
Loss before equity in (loss) income of partnerships, loss on remeasurement of assets by equity method investee, gain on sales of real estate by equity method investee, gain on sales of real estate, net, and gain on sales of interests in non operating real estate, net of adjustment | (124,115) | (27,316) | |
Equity in (loss) income of partnerships | (5,544) | 8,289 | |
Loss on remeasurement of assets by equity method investee | (148,545) | 0 | |
Gain on sales of real estate by equity method investee | 0 | 553 | |
Gain on sales of real estate, net | 11,444 | 2,744 | |
Gain on sales of interests in non operating real estate | 54 | 2,718 | |
Adjustment to gain on sales of interests in non operating real estate | 0 | 12 | |
Net loss | (266,706) | (13,000) | |
Less: net loss attributed to noncontrolling interest | 7,189 | 2,128 | |
Net loss attributable to PREIT | (259,517) | (10,872) | |
Less: cumulative preferred share dividends | (27,375) | (27,375) | |
Net loss attributable to PREIT common shareholders | (286,892) | (38,247) | |
Net loss | (266,706) | (13,000) | |
Noncontrolling interest | 7,189 | 2,128 | |
Cumulative preferred share dividends | (27,375) | (27,375) | |
Dividends on unvested restricted shares | (363) | (883) | |
Net loss used to calculate earnings per share – basic and diluted | $ (287,255) | $ (39,130) | |
Basic and diluted loss per share (in dollars per share) | $ (3.72) | $ (0.52) | |
Weighted average shares outstanding - basic (in shares) | 77,227 | 75,221 | |
Effect of dilutive common share equivalents (in shares) | [1] | 0 | 0 |
Weighted average shares outstanding - diluted (in shares) | 77,227 | 75,221 | |
Development Land Parcel | |||
Property operating expenses: | |||
Impairment of assets | $ 0 | $ (3,562) | |
[1] | For the years ended December 31, 2020 and 2019, there were net losses allocable to common shareholders, so the effect of common share equivalents of 380 and 452 for the years ended December 31, 2020 and 2019, respectively, is excluded from the calculation of diluted loss per share, as their inclusion would be anti-dilutive. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 380 | 452 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Comprehensive loss: | ||
Net loss | $ (266,706) | $ (13,000) |
Unrealized loss on derivatives | (11,252) | (18,937) |
Reclassification adjustment of loss from de-designated interest rate swaps | 2,818 | |
Amortization of losses on settled swaps, net of gains | 75 | 85 |
Total comprehensive loss | (275,065) | (31,852) |
Less: Comprehensive loss attributable to noncontrolling interest | 7,484 | 3,016 |
Comprehensive loss attributable to PREIT | $ (267,581) | $ (28,836) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Shares of Beneficial Interest, $1.00 Par | Capital Contributed in Excess of Par | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Net Income | Non- controlling interest | Series B Preferred Stock | Series B Preferred StockPreferred Stock | Series B Preferred StockDistributions in Excess of Net Income | Series C Preferred Stock | Series C Preferred StockPreferred Stock | Series C Preferred StockDistributions in Excess of Net Income | Series D Preferred Stock | Series D Preferred StockPreferred Stock | Series D Preferred StockDistributions in Excess of Net Income |
Beginning balance at Dec. 31, 2018 | $ 546,551 | $ 70,495 | $ 1,671,042 | $ 5,408 | $ (1,306,318) | $ 105,770 | $ 35 | $ 69 | $ 50 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (13,000) | (10,872) | (2,128) | ||||||||||||
Other comprehensive income | (18,852) | (17,964) | (888) | ||||||||||||
Shares issued upon redemption of Operating Partnership units | 6,250 | 89,736 | (95,986) | ||||||||||||
Shares issued under employee compensation plan, net of shares retired | 698 | 805 | (107) | ||||||||||||
Amortization of deferred compensation | 6,212 | 6,212 | |||||||||||||
Dividends paid to preferred shareholders | $ (6,364) | $ (6,364) | $ (12,419) | $ (12,419) | $ (8,592) | $ (8,592) | |||||||||
Dividends paid to common shareholders ($0.84 per share) | (63,787) | (63,787) | |||||||||||||
Noncontrolling interests: | |||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.84 per unit) | (3,004) | (3,004) | |||||||||||||
Other distributions to noncontrolling interest, net | (18) | (18) | |||||||||||||
Ending 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 | (266,706) | (259,517) | (7,189) | ||||||||||||
Other comprehensive income | (8,359) | (8,064) | (295) | ||||||||||||
Shares issued upon redemption of Operating Partnership units | (28) | (28) | |||||||||||||
Shares issued under employee compensation plan, net of shares retired | 133 | 1,987 | (1,854) | ||||||||||||
Amortization of deferred compensation | 6,748 | 6,748 | |||||||||||||
Dividends paid to preferred shareholders | $ (3,182) | $ (3,182) | $ (6,210) | $ (6,210) | $ (4,296) | $ (4,296) | |||||||||
Dividends paid to common shareholders ($0.84 per share) | (18,081) | (18,081) | |||||||||||||
Noncontrolling interests: | |||||||||||||||
Distributions paid to Operating Partnership unit holders ($0.84 per unit) | (504) | (504) | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 126,940 | $ 79,537 | $ 1,771,777 | $ (20,620) | $ (1,699,638) | $ (4,270) | $ 35 | $ 69 | $ 50 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock, dividend per share paid (in dollars per share) | $ 0.23 | $ 0.84 |
Distributions paid to Operating Partnership unit holders | 0.23 | 0.84 |
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 |
Common stock, par value (in dollars per share) | 1 | 1 |
Series B Preferred Stock | ||
Preferred stock, dividends per share paid (in dollars per share) | 0.9218 | 1.8436 |
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 |
Series C Preferred Stock | ||
Preferred stock, dividends per share paid (in dollars per share) | 0.90 | 1.80 |
Preferred shares, par value (in dollars per share) | 0.01 | 0.01 |
Series D Preferred Stock | ||
Preferred stock, dividends per share paid (in dollars per share) | 0.8594 | 1.719 |
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (266,706) | $ (13,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 117,791 | 126,583 |
Amortization | 13,089 | 16,180 |
Straight-line rent adjustments | (1,988) | (5,166) |
Amortization of deferred compensation | 6,748 | 6,212 |
Loss (gain) on debt extinguishment, net | 1,487 | (24,859) |
Gain on derecognition of property | (8,127) | 0 |
Paid-in-kind interest | 9,515 | 0 |
Insurance recoveries in excess of property loss | 0 | (3,861) |
Loss on hedge ineffectiveness | 2,912 | 0 |
Gain on sale of interests in real estate and non-operating real estate, net | (11,498) | (5,474) |
Equity in loss (income) of partnerships | 5,544 | (8,289) |
Loss on remeasurement of assets by equity method investee | 148,545 | 0 |
Gain on sale of real estate by equity method investee | 0 | (553) |
Cash distributions from partnerships | 1,778 | 22,570 |
Impairment of assets | 0 | 1,455 |
Impairment of development land parcel | 0 | 3,562 |
Change in assets and liabilities: | ||
Net change in other assets | (7,936) | (4,191) |
Net change in other liabilities | (5,281) | 223 |
Net cash provided by operating activities | 5,873 | 111,392 |
Cash flows from investing activities: | ||
Cash proceeds from sales of real estate | 22,517 | 50,407 |
Cash proceeds from sale of mortgage | 0 | 8,000 |
Net proceeds from insurance claims related to damage to real estate assets | 0 | 6,977 |
Cash distributions from partnerships of proceeds from real estate sold | 0 | 879 |
Investments in partnerships | (34,269) | (72,939) |
Investments in real estate improvements | (37,753) | (34,260) |
Additions to construction in progress | (22,779) | (113,791) |
Capitalized leasing costs | (150) | (568) |
Distribution of financing proceeds from equity method investee | 0 | 25,000 |
Additions to leasehold improvements and corporate fixed assets | (4,914) | (1,055) |
Net cash used in investing activities | (77,348) | (131,350) |
Cash flows from financing activities: | ||
Repayments to 2014 and 2018 term loans and Bridge Facility | (605,396) | |
Borrowings under Bridge Facility and First and Second Lien Term Loans | 968,000 | |
Repayments of finance lease liabilities and mortgage loans | (655) | (71,387) |
Proceeds from notes payable | 4,536 | 0 |
Principal installments on mortgage loans | (16,076) | (17,911) |
Payment of deferred financing costs | (14,072) | (95) |
Payment of debt extinguishment costs | (922) | 0 |
Value of shares of beneficial interest issued | 572 | 1,256 |
Dividends paid to common shareholders | (18,081) | (63,787) |
Dividends paid to preferred shareholders | (13,688) | (27,375) |
Distributions paid to Operating Partnership unit holders and noncontrolling interest | (504) | (3,004) |
Value of shares retired under equity incentive plans, net of shares issued | (466) | (556) |
Net cash provided by (used in) financing activities | 103,078 | 7,141 |
Net change in cash, cash equivalents, and restricted cash | 31,603 | (12,817) |
Cash, cash equivalents, and restricted cash, beginning of period | 19,628 | 32,445 |
Cash, cash equivalents, and restricted cash, end of period | 51,231 | 19,628 |
Restructured Revolver | ||
Cash flows from financing activities: | ||
Net (repayments) borrowings under the Restructured Revolver facility | (255,000) | 190,000 |
First Lien Revolving Facility | ||
Cash flows from financing activities: | ||
Net (repayments) borrowings under the Restructured Revolver facility | $ 54,830 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”), 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 December 31, 2020, our portfolio consists of a total of 26 properties operating in nine states, including 20 shopping malls, five 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 December 31, 2020, we held a 97.5% controlling interest in the Operating Partnership, (after the redemption of 6,250,000 OP Units (as defined below) during the first quarter of 2019, which is discussed in more detail in Note 5), 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 December 31, 2020, the total amount that would have been distributed would have been $2.0 million, which is calculated using our December 31, 2020 closing share price on the New York Stock Exchange of $1.00 multiplied by the number of outstanding OP Units held by limited partners, which was 1,975,928 as of December 31, 2020. 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, 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. Consolidation We consolidate our accounts and the accounts of the Operating Partnership and other controlled subsidiaries, and we reflect the remaining interest in such entities as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. The Operating Partnership meets the criteria as a variable interest entity. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is also an obligation of the Operating Partnership. 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 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 there of, 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 . COVID-19 Related Risks and Uncertainties The COVID-19 global pandemic that began in 2020 has adversely impacted and continues to impact our business, financial condition, liquidity and operating results, as well as our tenants’ businesses. The prolonged and increased 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 in 2021 and potentially in future periods, will continue to be materially impacted by the COVID-19 pandemic. It remains highly uncertain how long the global pandemic, economic challenges and restrictions on day-to-day life and business operations will last based on the emergence of new strains of the virus and the current virus spread rate in the United States, which have resulted in a number of jurisdictions that previously relaxed restrictions implementing new or renewed restrictions. 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 of widespread availability of vaccines. As such, as the pandemic continues, intensifies or experiences resurgences, it is possible that additional closures will occur. 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 general and administrative expenses in the third and fourth quarters of 2020. All of our properties have remained open during the third and fourth quarters of 2020 and are employing safety and sanitation measures designed to address the risks posed by COVID-19, with some of our tenants 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, the timing and widespread availability and acceptance of vaccines, the 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, and implementation of governmental programs to assist businesses and consumers impacted by the COVID-19 pandemic. Partnership Investments We account for our investments in partnerships that we do not control using the equity method of accounting. These investments, each of which represents a 25% to 50% noncontrolling ownership interest at December 31, 2020, are recorded initially at our cost, and subsequently adjusted for our share of net equity in income or loss and cash contributions and distributions. We do not control any of these equity method investees for the following reasons: • Except for two properties that we co-manage with our partner (effective January 1, 2021, one of these properties is now being managed by our partner), the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly. • The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. • All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. • Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner. We do not have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner, in the event of any liquidation of such entity, and our rights as a tenant in common owner of certain unconsolidated properties. We record the earnings from the unconsolidated partnerships using the equity method of accounting in the consolidated statements of operations in the caption entitled “Equity in (loss) income of partnerships,” rather than consolidating the results of the unconsolidated partnerships with our results. Certain non-recurring gains/losses on sales of real estate by equity method investee and impairment charges are reported on separate lines in our consolidated statements of operations. Changes in our investments in these entities are recorded in the consolidated balance sheet caption entitled “Investment in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.” We hold legal title to a property owned by one of our unconsolidated partnerships through a tenancy in common arrangement. For this property, such legal title is held by us and another entity, and each has an undivided interest in title to the property. With respect to this property, under the applicable agreement between us and the other entity with an ownership interest, we and such other entity have joint control because decisions regarding matters such as the sale, refinancing, expansion or rehabilitation of the property require the approval of both us and the other entity owning an interest in the property. Hence, we account for this property like our other unconsolidated partnerships using the equity method of accounting. The balance sheet items arising from the properties appear under the caption “Investments in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.” For further information regarding our unconsolidated partnerships, see note 3. Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. We believe that our most significant and subjective accounting estimates and assumptions are those relating to asset impairment and fair value. Our management makes complex or subjective assumptions and judgments in applying its critical accounting policies. In making these judgments and assumptions, our management considers, among other factors, events and changes in property, market and economic conditions, estimated future cash flows from property operations, and the risk of loss on specific accounts or amounts. Revenue and Receivables We derive over 95% of our revenue from tenant rent and other tenant-related activities. Tenant rent includes base rent, percentage rent, expense reimbursements (such as reimbursements of costs of common area maintenance (“CAM”), real estate taxes and utilities), and the amortization of above-market and below-market lease intangibles (as described below under “Intangible Assets”). We accrue revenue under leases, provided that it is probable that we will collect substantially all of the lease revenue that is due under the terms of the lease both at inception and on an ongoing basis. When collectability of lease revenue is not probable, leases are prospectively accounted for on a cash basis and any difference between the revenue that has been accrued and the cash collected from the tenant over the life of the lease is recognized as a current period adjustment to lease revenue. We review the collectability of our tenant receivables related to tenant rent including base rent, straight-line rent, expense reimbursements and other revenue or income by specifically analyzing billed and unbilled revenues, including straight-line rent receivable, and considering historical collection issues, tenant creditworthiness and current economic and industry trends. Our revenue recognition and receivables collectability analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payor, the basis for any disputes or negotiations with the payor, and other information that could affect collectability. We record base rent on a straight-line basis, which means that the monthly base rent revenue according to the terms of our leases with our tenants is adjusted so that an average monthly rent is recorded for each tenant over the term of its lease. When tenants vacate prior to the end of their lease, we accelerate amortization of any related unamortized straight-line rent balances, and unamortized above-market and below-market intangible balances are amortized as a decrease or increase to real estate revenue, respectively. The straight-line rent adjustment increased revenue by $2.0 million and $5.2 million in the years ended December 31, 2020 and 2019, respectively. The straight-line rent receivable balances included in tenant and other receivables on the accompanying consolidated balance sheet as of December 31, 2020 and 2019 were $29.8 million and $30.4 million, respectively. Percentage rent represents rental revenue that the tenant pays based on a percentage of its sales, either as a percentage of its total sales or as a percentage of sales over a certain threshold. In the latter case, we do not record percentage rent until the sales threshold has been reached. Revenue for rent received from tenants prior to their due dates is deferred until the period to which the rent applies. In addition to base rent, certain lease agreements contain provisions that require tenants to reimburse a fixed or pro rata share of certain CAM costs, real estate taxes and utilities. Tenants generally make monthly expense reimbursement payments based on a budgeted amount determined at the beginning of the year. Effective January 1, 2019, we recognize fixed CAM revenue prospectively on a straight-line basis. Certain lease agreements contain co-tenancy clauses that can change the amount of rent or the type of rent that tenants are required to pay, or, in some cases, can allow the tenant to terminate their lease, in the event that certain events take place, such as a decline in property occupancy levels below certain defined levels or the vacating of an anchor store. Co-tenancy clauses do not generally have any retroactive effect when they are triggered. The effect of co-tenancy clauses is applied on a prospective basis to recognize the new rent that is in effect. Payments made to tenants as inducements to enter into a lease are treated as deferred costs that are amortized as a reduction of rental revenue over the term of the related lease. Lease termination fee revenue is recognized in the period when a termination agreement is signed, collect a bility is assured, and the tenant has vacated the space. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when it is received. We also generate revenue by providing management services to third parties, including property management, brokerage, leasing and development. Management fees generally are a percentage of managed property revenue or cash receipts. Leasing fees are earned upon the consummation of new leases. Development fees are earned over the time period of the development activity and are recognized on the percentage of completion method. These activities are collectively included in “Other income” in the consolidated statements of operations. Revenue from the reimbursement of marketing expenses is generated through tenant leases that require tenants to reimburse a defined amount of property marketing expenses. Our contractual performance obligations are fulfilled as marketing expenditures are made. Tenant payments are received monthly as required by the respective lease terms. We defer income recognition if the reimbursements exceed the aggregate marketing expenditures made through that date. Deferred marketing reimbursement revenue is recorded in tenants’ deposits and deferred rent on the consolidated balance sheet, and was $0.4 million and $0.2 million as of December 31, 2020 and 2019, respectively. The marketing reimbursements are recognized as revenue at the time that the marketing expenditures occur. Marketing revenue, included in other real estate revenues in the consolidated statements of operations, was $2.9 million and $4.1 million for the years ended December 31, 2020 and 2019, respectively. Property management revenue from management and development activities is generated through contracts with third party owners of real estate properties or with certain of our joint ventures, and is recorded in other income in the consolidated statements of operations. In the case of management fees, our performance obligations are fulfilled over time as the management services are performed and the associated revenues are recognized on a monthly basis when the customer is billed. In the case of development fees, our performance obligations are fulfilled over time as we perform certain stipulated development activities as set forth in the respective development agreements and the associated revenues are recognized on a monthly basis when the customer is billed. Property management fee revenue was $0.5 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively. Development fee revenue was less than $10 thousand and $0.7 million for the years ended December 31, 2020 and 2019, respectively. 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). Financial Instruments Carrying amounts reported on the consolidated balance sheet for cash and cash equivalents, tenant and other receivables, accrued expenses, other liabilities and the First Lien Revolving Facility approximate fair value due to the short-term nature of these instruments. The Term Loans (see note 4) bear interest at variable rates that fluctuate with market rates. The carrying values of the Term Loans approximate their respective fair values. Most of our variable rate debt is subject to interest rate derivative instruments that have effectively fixed the interest rates on the underlying debt. The estimated fair value for fixed rate debt, which is calculated for disclosure purposes, is based on the borrowing rates available to us for fixed rate mortgage loans with similar terms and maturities. 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 COVID-19 impact on the economy and market conditions, together with the resulting closures of our properties and the delayed 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 for each of the respective quarters of 2020. 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. Our intent is to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. 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. Real Estate Land, buildings, fixtures and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations or replacements, which improve or extend the life of an asset, are capitalized and depreciated over their estimated useful lives. For financial reporting purposes, properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 20-40 years Land improvements 15 years Furniture/fixtures 3-10 years Tenant improvements Lease term We are required to make subjective assessments as to the useful lives of our real estate assets for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those assets based on various factors, including industry standards, historical experience and the condition of the asset at the time of acquisition. These assessments affect our annual net income. If we were to determine that a different estimated useful life was appropriate for a particular asset, it would be depreciated over the newly estimated useful life, and, other things being equal, result in changes in annual depreciation expense and annual net income. We recognize gains from sales of real estate properties and interests in partnerships when an enforceable contract is in place, control of the asset transfers to a buyer and it is probable that we will collect the consideration due in exchange for transferring the asset. Real Estate Acquisitions We account for our property acquisitions by allocating the purchase price of a property to the property’s assets based on management’s estimates of their fair value. Debt assumed in connection with property acquisitions is recorded at fair value at the acquisition date, and any resulting premium or discount is amortized through interest expense over the remaining term of the debt, resulting in a non-cash decrease (in the case of a premium) or increase (in the case of a discount) in interest expense. The determination of the fair value of intangible assets requires significant estimates by management and considers many factors, including our expectations about the underlying property, the general market conditions in which the property operates and conditions in the economy. The judgment and subjectivity inherent in such assumptions can have a significant effect on the magnitude of the intangible assets or the changes to such assets that we record. Intangible Assets Our intangible assets on the accompanying consolidated balance sheets as of December 31, 2020 and 2019 each included $5.2 million (in each case, net of $1.1 million of amortization expense recognized prior to January 1, 2002) of goodwill recognized in connection with the acquisition of The Rubin Organization in 1997. Approximately $1.5 million of this goodwill balance is allocated to three equity method investees with negative investment balances. Changes in the carrying amount of goodwill for the three years ended December 31, 2020 were as follows: Accumulated (in thousands of dollars) Basis Amortization Total Balance, January 1, 2019 $ 6,322 $ (1,073 ) $ 5,249 Goodwill divested — — — Balance, December 31, 2019 6,322 (1,073 ) 5,249 Goodwill divested — — — Balance, December 31, 2020 $ 6,322 $ (1,073 ) $ 5,249 We allocate a portion of the purchase price of a property to intangible assets. Our methodology for this allocation includes estimating an “as-if vacant” fair value of the physical property, which is allocated to land, building and improvements. The difference between the purchase price and the “as-if vacant” fair value is allocated to intangible assets. There are three categories of intangible assets to be considered: (i) value of leases, (ii) above- and below-market value of in-place leases and (iii) customer relationship value, including operating covenants. The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases, as well as the value associated with lost rental revenue during the assumed lease-up period. The value of in-place leases is amortized as real estate amortization over the remaining lease term. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimates of fair market lease rates for comparable in-place leases, based on factors such as historical experience, recently executed transactions and specific property issues, me |
Real Estate Activities
Real Estate Activities | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Activities | 2. REAL ESTATE ACTIVITIES Investments in real estate as of December 31, 2020 and 2019 were comprised of the following: December 31, (in thousands of dollars) 2020 2019 Buildings, improvements and construction in progress $ 2,757,234 $ 2,753,039 Land, including land held for development 463,103 457,887 Total investments in real estate 3,220,337 3,210,926 Accumulated depreciation (1,308,427 ) (1,202,722 ) Net investments in real estate $ 1,911,910 $ 2,008,204 Impairment of Assets During the year ended December 31, 2019, we recorded asset impairment losses of $5.0 million, which are recorded in “Impairment of assets” in the consolidated statements of operations. We did not record any asset impairment losses during the year ended December 31, 2020. The assets that incurred impairment losses and the amount of such losses are as follows: For the Year Ended December 31, (in thousands of dollars) 2019 Gainesville land $ 1,464 Woodland Mall 2,098 Valley View Mall 1,408 Other 47 Total Impairment of Assets $ 5,017 Multiple outparcels and land parcels In November 2019, we entered into an agreement to sell 14 tenant occupied parcels across five properties — Magnolia Mall, Capital City Mall, Woodland Mall, Jacksonville Mall and Valley Mall — for total consideration of $29.9 million. As of December 31, 2019, we completed the dispositions on three outparcels at Capital City Mall and Magnolia Mall for total consideration of $5.2 million. In connection with these sales, we recorded a gain of $2.7 million. Of the remaining outparcels, impairment of assets was recorded for one at Woodland Mall, located in Grand Rapids, Michigan, for $1.5 million. In January 2020, the sale of the outparcel at Woodland Mall was complete. We also entered into two agreements in December 2019 to sell two land parcels at Moorestown Mall, located in Moorestown, New Jersey, and Woodland Mall in 2020. An impairment of $0.6 million was recorded in 2019 for the land value of the parcel at Woodland Mall. Gainesville development land parcel We had an undeveloped land parcel in Gainesville, Florida. In March 2019, we entered into an agreement of sale with a buyer to sell the undeveloped land parcel in Gainesville, Florida for total consideration of $15.0 million Valley View Mall In connection with the preparation of our annual financial statements for the year ended December 31, 2019, we recorded a loss on impairment of assets on Valley View Mall in La Crosse, Wisconsin of $1.4 million. We noted a triggering event as a result of our determination to decrease the holding period of the property to one year. This led to us conduct an analysis of possible impairment at the property. Our fair value analysis was based on a direct capitalization rate of 13.2% for Valley View Mall, which was determined using management’s assessment of property operating performance and general market conditions. Wiregrass Mortgage loan receivable In connection with the sale of three malls in 2016, we received a $17.0 million mortgage note secured by Wiregrass Commons Mall in Dothan, Alabama. The note had a fixed interest rate of 6.0% and we recorded $0.2 million of interest income in the year ended December 31, 2019. This mortgage note receivable was sold in February 2019 for $8.0 million having been written down to the expected sale proceeds in a prior period. Dispositions 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 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 sheet as of December 31, 2020. The mortgage principal balance was $27.2 million at 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 were a non-cash conversion of assets, which had no impact on the Company’s cash flows. Other Property Dispositions During 2020, we entered into agreements of sale for five land parcels for anticipated multifamily development for an estimated total consideration of $87.2 million and one land parcel for anticipated hotel development for an estimated total consideration of $2.5 million. These agreements are subject to certain conditions and final closing of these sales transactions cannot be assured. In December 2020, we completed the sale of land Sunrise Outparcel, LLC for consideration of $0.6 million. In connection with the sale we recorded a gain on sale of $0.2 million. In November 2019, we entered into an agreement to sell 14 tenant occupied parcels across five properties — Magnolia Mall, Capital City Mall, Woodland Mall, Jacksonville Mall and Valley Mall — for total consideration of $29.9 million. As of December 31, 2019, we completed the dispositions on three outparcels at Capital City Mall and Magnolia Mall for total consideration of $5.2 million. In connection with these sales, we recorded a gain of $2.7 million. In January 2020, the sale of the outparcel at Woodland Mall for total consideration of $5.1 million was completed and in March 2020, the sale of two outparcels at Magnolia Mall for total consideration of $2.9 million was completed with a resulting gain on sale of $1.9 million which was recorded in March 2020. In June 2020, we completed the sale of six outparcels at Magnolia Mall, Valley Mall and Jacksonville Mall for total consideration of $14.4 million. In connection with these sales, we recorded a gain of $9.3 million. During June 2020, the tenant of the remaining two outparcels subject to this agreement filed for bankruptcy. As a result, the agreement was amended to terminate the sale of the final two outparcels. In 2019, we entered into an agreement of sale with a buyer to sell an undeveloped land parcel located in Gainesville, Florida for total consideration of $15.0 million and the sale transaction was split into four parcels. The first parcel was sold in March 2019 for $5.0 million. As a result of executing the agreement of sale, we recorded losses on impairment of assets of $1.5 million in the first quarter of 2019. Subsequently, we closed on two parcels in November 2019 and the final parcel closed in December 2019 for an aggregate consideration of $10.0 million. In 2019, we sold an undeveloped land parcel located in New Garden Township, Pennsylvania, for total consideration of $11.0 million, consisting of $8.25 million in cash and $2.75 million of preferred stock. We ascribed no value for accounting purposes to the preferred shares as they are not tradeable, cannot be transferred or sold and have no redemption feature. Up to $1.25 million of the cash consideration received is subject to claw-back if the buyer does not receive entitlements for a stipulated number of housing units, which has been recorded as a liability in our consolidated balance sheet. In connection with this sale, we recorded a gain of $0.2 million. In 2019, we sold an outparcel adjacent to Exton Square Mall where a Whole Foods store is located for total consideration of $22.1 million. In connection with this sale, we recorded a gain of $1.3 million. In 2019, we sold an outparcel located at Valley View Mall in La Crosse, Wisconsin for total consideration of $1.4 million. In connection with this sale, we recorded a gain of $1.2 million. In 2019, we conveyed Wyoming Valley Mall to the lender of the mortgage loan secured by the property. The loan had a balance of approximately $72.8 million as of the conveyance on September 26, 2019. As a result of the transfer, having previously recognized an asset impairment loss of approximately $32.2 million on the value of the property, we wrote off the remaining carrying value of the property of $43.2 million and recorded a net gain on extinguishment of debt of $29.6 million in 2019. Development Activities As of December 31, 2020 and 2019, we had capitalized amounts related to construction and development activities. The following table summarizes certain capitalized construction and development information for our consolidated properties as of December 31, 2020 and 2019: December 31, (in thousands of dollars) 2020 2019 Construction in progress $ 46,285 $ 106,011 Land held for development 5,516 5,881 Deferred costs and other assets 4,197 7,274 Total capitalized construction and development activities $ 55,998 $ 119,166 |
Investments in Partnerships
Investments in Partnerships | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Partnerships | 3. INVESTMENTS IN PARTNERSHIPS The following table presents summarized financial information of our equity investments in unconsolidated partnerships as of December 31, 2020 and 2019: December 31, (in thousands of dollars) 2020 2019 ASSETS: Investments in real estate, at cost: Operating properties $ 824,328 $ 883,530 Construction in progress 20,632 251,029 Total investments in real estate 844,960 1,134,559 Accumulated depreciation (224,641 ) (229,877 ) Net investments in real estate 620,319 904,682 Cash and cash equivalents 28,060 34,766 Deferred costs and other assets, net 161,465 43,476 Total assets 809,844 982,924 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 491,119 499,057 FDP Term Loan, net 201,000 299,091 Partnership Loan 100,000 — Other liabilities 132,715 79,166 Total liabilities 924,834 877,314 Net investment (114,990 ) 105,610 Partners’ share (59,080 ) 50,997 PREIT’s share (55,910 ) 54,613 Excess investment (1) 6,390 17,464 Net investments and advances $ (49,520 ) $ 72,077 Investment in partnerships, at equity $ 27,066 $ 159,993 Distributions in excess of partnership investments (76,586 ) (87,916 ) Net investments and advances $ (49,520 ) $ 72,077 (1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in (loss) income of partnerships.” We record distributions from our equity investments using the nature of the distribution approach. The following table summarizes our share of equity in (loss) income of partnerships for the years ended December 31, 2020 and 2019: For the Year Ended December 31, (in thousands of dollars) 2020 2019 Real estate revenue $ 101,762 $ 99,580 Expenses: Property operating and other expenses (48,285 ) (34,955 ) Interest expense (27,665 ) (23,272 ) Depreciation and amortization (34,947 ) (21,942 ) Total expenses (110,897 ) (80,169 ) Net (loss) income (9,135 ) 19,411 Less: Partners’ share 4,186 (10,768 ) PREIT’s share (4,949 ) 8,643 Amortization of excess investment (595 ) (354 ) Equity in (loss) income of partnerships $ (5,544 ) $ 8,289 Dispositions In March 2019, a partnership in which we hold a 25% interest sold an undeveloped land parcel adjacent to Gloucester Premium Outlets for $3.8 million. The partnership recorded a gain on sale of $2.3 million, of which our share was $0.6 million, which is recorded in gain on sale of real estate by equity method investee in the accompanying consolidated statement of operations. Fashion District Philadelphia FDP Loan Agreement PM Gallery LP, a Delaware limited partnership and joint venture entity owned indirectly by us and The Macerich Company (“Macerich”), previously entered into a $250.0 million term loan in January 2018 (as amended in July 2019 to increase the total maximum potential borrowings to $350.0 million) to fund the 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 the Macerich 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 satisfaction of certain conditions, (ii) an interest rate at the borrowers’ option for 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 would qualify as a variable interest entity and would continue to be accounted for under the equity method of accounting. The table below includes the total assets and liabilities of the unconsolidated joint venture as of the December 10, 2020 remeasurement date. Our maximum exposure to losses indicated below is limited to the extent of our investment, which is a 50% ownership. Unconsolidated joint venture assets $ 401,655 Unconsolidated joint venture liabilities 363,393 Unconsolidated joint venture net assets $ 38,262 Equity interest in joint venture (based on 50% ownership) $ 19,131 Equity interests on the consolidated balance sheets (1) $ 16,261 Maximum risk of loss $ 16,261 (1) Amount shown is net of a 15% discount for non-controlling interest ownership In connection with the December 10, 2020 remeasurement of assets of FDP, the joint venture recognized a loss on remeasurement of assets of which our share was $145.7 million and we recorded $2.8 million of other than temporary impairment on the fair value of our non-controlling ownership interest in the joint venture. These amounts are included in loss on remeasurement of assets by equity method investee in our consolidated statement of operations. Mortgage Loans of Unconsolidated Properties Mortgage loans, which are secured by seven of the unconsolidated properties (including one property under development), are due in installments over various terms extending to the year 2027. Five of the mortgage loans bear interest at a fixed interest rate and two of the mortgage loans bear interest at a variable interest rate. The balances of the fixed interest rate mortgage loans have interest rates that range from 4.06% to 5.56% and had a weighted average interest rate of 4.55% at December 31, 2020. The balances of the variable interest rate mortgage loans have interest rates that range from 1.66% to 3.04% and had a weighted average interest rate of 1.83% at December 31, 2020. The weighted average interest rate of all unconsolidated mortgage loans was 4.25% at December 31, 2020. The liability under each mortgage loan is limited to the unconsolidated partnership that owns the particular property. Our proportionate share, based on our respective partnership interest, of principal payments due in the next five years and thereafter is as follows: Company’s Proportionate Share (in thousands of dollars) For the Year Ending December 31, Principal Amortization Balloon Payments Total Property Total 2021 $ 4,216 $ 41,170 $ 45,386 $ 92,302 2022 3,738 21,500 25,238 93,476 2023 3,620 33,502 37,122 74,244 2024 2,886 — 2,886 5,772 2025 2,828 26,299 29,127 58,253 2026 and thereafter 4,386 79,788 84,174 168,348 Total principal payments $ 21,674 $ 202,259 $ 223,933 492,395 Less: Unamortized debt issuance costs 1,276 Carrying value of mortgage notes payable $ 491,119 Mortgage Loan Activity During the year ended December 31, 2020, we executed forbearance and loan modification agreements for Metroplex and Springfield 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 four to six months. The repayment periods ranged from August 2020 through February 2021 depending on the terms of the specific agreements. |
Financing Activity
Financing Activity | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Financing Activity | 4. FINANCING ACTIVITY Credit Agreements We have 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 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”) with Wells Fargo Bank, National Association 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 As of December 31, 2020, we had borrowed $922.1 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 December 31, 2020 is net of $13.6 million of unamortized debt issuance costs. The maximum amount that was available to us under the First Lien Revolving Facility as of December 31, 2020 was $75.2 million. Interest expense and deferred financing fee amortization related to the Credit Agreements, 2018 Credit Agreement, 7-Year Term Loan and the Bridge Credit Agreement for the years ended December 31, 2020 and 2019 were as follows: For the Year Ended December 31, (in thousands of dollars) 2020 2019 Revolving Facilities: Interest expense (1) $10,713 $7,526 Deferred financing amortization (2) 1,112 1,097 Term Loans: Interest expense (3) 32,167 20,922 Deferred financing amortization (4) 1,907 760 (1) $0.1 million of 2020 expense applied to the First Lien Revolving Facility and the remaining expense applied to the Restructured Revolver. (2) $0.1 million of 2020 amortization applied to the First Lien Revolving Facility and the remaining amortization applied to the Restructured Revolver. (3) $4.3 million of 2020 expense applied to the Term Loans, of which $2.8 million was for the Second Lien Term Loan Facility and was not paid in cash, but capitalized to the principal balance of the loan. $3.2 million applied to the Bridge Credit Agreement with the remaining expense applied to the Restructured Term Loans. (4) $0.4 million of 2020 amortization applied to the Term Loans and $0.8 million applied to the Bridge Credit Agreement with the remaining expense applied to the Restructured Term Loans. 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 one-year In connection with entering into the Credit Agreements, the Company incurred $26.8 million in expenses, $5.6 million of which were incurred prior to November 1, 2020 and were included in other assets in the consolidated balance sheet on the Effective Date. Of the $26.8 million, $3.8 million was directly attributable to the Company’s bankruptcy proceedings and were therefore classified as reorganization expenses in the consolidated statement of operations. The Company capitalized $14.1 million of the total expenses as deferred financing costs and allocated those costs between the First Lien Revolving Facility, the First Lien Term Loan Facility and Second Lien Term Loan Facility. The Company expensed $8.0 million of the total costs, which are classified within general and administrative expenses within the consolidated statement of operations for the year ended December 31, 2020. The Company classified a portion of the costs within loss on extinguishment of debt of $0.9 million and the Company accelerated the amortization of a portion of its previously recognized deferred financing fees, which resulted in $0.6 million loss on extinguishment of debt for the year ended December 31, 2020. 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 must 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 existing indebtedness under the Bridge Credit Agreement, (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. The proceeds of term loans may only be used to refinance existing indebtedness under the 2018 Credit Agreement and the 7-Year Term Loan. 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 must 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, which substantially align with those contained in the other Credit Agreements, and which are described in detail below. 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 • 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 our assets or the equity interests of 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 December 31, 2020, we were in compliance with all financial covenants under the Credit Agreements, several of which only come into effect on June 30, 2021. Voluntary and Mandatory Prepayments Subject to certain conditions, we may prepay loans under the First Lien Credit Agreement, and under the Second Lien Credit Agreement after the First Lien Termination Date, without premium or penalty. Under the First Lien Credit Agreement, if at any time the aggregate principal amount of all outstanding revolving loans, together with the aggregate amount of all letter of credit liabilities, exceeds the aggregate amount of the revolving commitments, we must make a payment of that excess amount. Under the First Lien Credit Agreement, at any time, and under the Second Lien Credit Agreement, at any time after the First Lien Termination Date, if we receive net cash proceeds from certain capital events, subject to certain exceptions, we must prepay loans under the applicable Credit Agreement (and under the First Lien Credit Agreement, we must either prepay loans or cash collateralize the letter of credit liabilities or specified derivatives obligations, as applicable) as follows: • in the event of any debt issuance, in an amount equal to 100% of net cash proceeds; • in the event of any equity issuance, in an amount equal to 50% of net cash proceeds (with the other 50% of such net cash proceeds required to prepay the loans (under the First Lien Credit Agreement, the revolving loans) or be deposited into a designated collateral proceeds account); • in the event of any asset disposition (other than an asset disposition of all or any portion of a Borrowing Base Property), in an amount equal to 70% of net cash proceeds (with the other 30% of net cash proceeds required to either prepay the loans (under the First Lien Credit Agreement, the revolving loans) or be deposited into a designated collateral proceeds account); • in the event of any insurance and condemnation event with respect to collateral that is not a Borrowing Base Property, 100% of net cash proceeds, except for such amounts that we have elected to reinvest for reconstruction of property in accordance with the terms of the applicable Credit Agreement; and • in the event of any insurance and condemnation event at a Borrowing Base Property, all net cash proceeds at the request of the administrative agent, provided that the administrative agent is required to release all or a portion of the funds to us for specified uses depending on the amount of net cash proceeds. In the event of certain non-guarantor prepayment events resulting in the receipt of net cash proceeds by a borrower or guarantor of our non-guarantor subsidiaries or joint ventures, those amounts are required to prepay loans (and under the First Lien Credit Agreement, prepay loans or be used to cash collateralize the letter of credit liabilities or specified derivatives obligations, as applicable) as follows (subject to certain exceptions): (a) 100% of net cash proceeds received if the event constitutes a debt issuance, (b) 50% of net cash proceeds received if the event constitutes an equity issuance, (c) 100% of net cash proceeds received if the event constitutes an insurance condemnation event, and (d) 70% of net cash proceeds received if the event constitutes an asset disposition, provided, in each case (subject to certain exceptions), that the net cash proceeds received and not otherwise required to prepay loans must either prepay loans (under the First Lien Credit Agreement, the revolving loans) or be deposited into a designated collateral proceeds account. In the event we receive net cash proceeds from an asset disposition of all or any portion of a Borrowing Base Property in accordance with the terms of the applicable Credit Agreement (each of which allows for the release of certain properties from the liens created by the security documents applicable thereto upon our request and subject to our satisfaction of certain specified conditions with respect to such property), such net proceeds must prepay the loans as follows (subject to certain exceptions): • in the event a Borrowing Base Property is released, the greater of (x) 110% of the property’s closing date appraised value, as reduced by any prepayment made in connection with the release, and (y) 100% of the net cash proceeds received from the sale of the property; • in the event an income producing parcel is released, 100 % of net cash proceeds; and • in the event a non-income producing parcel is released, 70% of net cash proceeds (with the other 30% required to either (i) prepay loans (under the First Lien Credit Agreement, the revolving loans) or (ii) be deposited into a designated collateral proceeds account) Under the Second Lien Credit Agreement, any net cash proceeds applied to the obligations under the First Lien Credit Agreement or to cash collateralize certain letter of credit liabilities or specified derivatives obligations under the First Lien Credit Agreement or deposited into the designated collateral proceeds account will reduce, on a dollar-for-dollar basis, any net cash proceeds required to be applied as a principal prepayment of the loans under the Second Lien Credit Agreement. In the event net cash proceeds are applied under the First Lien Credit Agreement resulting in its termination and the automatic release of the security interest in the collateral thereunder, to the extent any excess net cash proceeds remain, 100% of such remaining proceeds are required to be applied to the loans under the Second Lien Credit Agreement. We may request disbursements from the designated collateral proceeds account subject to the same terms and conditions applicable to a disbursement of loans (or in the case of the First Lien Credit Agreement, revolving loans), the proceeds of which must be used in a manner consistent with an approved annual business plan. Under the First Lien Credit Agreement, no revolving loans will be disbursed at any time that designated collateral proceeds are on deposit and we may elect to apply designated collateral proceeds as a principal prepayment of the revolving loans at any time. Under the Second Lien Credit Agreement, amounts in the designated collateral proceeds account in accordance with the First Lien Credit Agreement are held by the administrative agent as additional collateral securing our obligations under the Second Lien Credit Agreement. Under the First Lien Credit Agreement, we have pledged and granted to the administrative agent an additional security interest in a letter of credit collateral account. Additionally, under the First Lien Credit Agreement, in the event our senior debt yield is less than 12.06% for the calendar quarter ending June 30, 2021 or any calendar quarter thereafter, concurrently with the delivery of a compliance certificate and thereafter once per calendar month until the ratio is equal to or greater than 12.06% for a subsequent quarter (as shown in a compliance certificate), we must either make prepayments, or deposits into a cash collateral account, of all excess cash flow generated during the month preceding such required deposit date. So long as no default or event of default exists, in the event the excess cash flow for any given month is negative and would cause our liquidity to fall below $12.5 million (provided that we deliver evidence of the operating shortfall deficiency to the administrative agent), we may request a disbursement of funds on deposit in the cash collateral account to fund or reimburse us for such deficiency. We may also request disbursement of the funds in the cash collateral account following the termination of a cash sweep period, subject to certain conditions. Under the First Lien Credit Agreement, if at any time, and under the Second Lien Credit Agreement, if at any time after the First Lien Termination Date, our unrestricted cash or cash equivalents exceed $40.0 million for five consecutive days, we must make prepayments of the amount in excess of $40.0 million. Under the First Lien Credit Agreement, those prepayments will be applied first to the revolving loans until the principal balance is reduced to zero, then to the term loans. Events of Default In addition to customary events of default including, among other things, non-payment or non-performance under each of the Credit Agreements, events of default include our (i) failure to pay Material Indebtedness (defined as indebtedness with an aggregate outstanding principal amount of $25.0 million or more, or $250.0 million in the case of Nonrecourse Indebtedness), and (ii) the acceleration of such Material Indebtedness (or the occurrence of any event that would permit the holders of such Material Indebtedness to accelerate such Material Indebtedness), in each case, provided that no event of default will result from a default, event of default, acceleration or other action in connection with a guaranty by a loan party of indebtedness secured by a mortgage on a non-Borrowing Base Property until the earliest to occur of (x) commencement of a related court proceeding, (y) in the event such loan party has agreed that an event permitting acceleration of the guaranty has occurred, 45 days following the expiration or termination of a related forbearance agreement, subject to certain conditions, or (z) such loan party makes or agrees to make a payment in satisfaction of any claim made on the guaranty in connection with the event of default, acceleration or other action. The First Lien Credit Agreement also provides that the non-subordination of second priority liens is an event of default. Upon the occurrence of an event of default (except with respect to bankruptcy as described in the next sentence), the lenders may declare all of the obligations in connection with the applicable Credit Agreement (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) immediately due and payable and may terminate the lenders’ commitments thereunder (including the obligation of the issuing banks to issue letters of credit under the First Lien Credit Agreement). Upon the occurrence of a voluntary or involuntary bankruptcy proceeding, all outstanding amounts (including an amount equal to the outstanding letters of credit under the First Lien Credit Agreement) would automatically become immediately due and payable and the lenders’ commitments under the applicable Credit Agreement (including the obligation of the issuing banks to issue letters of credit under the First Lien Credit Agreement) would automatically terminate. The First Lien Credit Agreement also provides certain specified derivatives providers with specific remedies with respect to specified derivatives contracts thereunder. 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 (collectively the “Restructured Credit Agreements”). 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. Amounts borrowed under the 2018 Credit Agreement or the 7-Year Term Loan Agreements, which could be either LIBOR Loans or Base Rate Loans, bore interest at the rate specified below per annum, depending on our leverage. The applicable interest rates for amounts borrowed under our Bridge Credit Agreement are described further below. During the period for which certain of the financial covenants under the 2018 Credit Agreement and 2018 Term Loan Facility were suspended (the “Suspension Period”), the Applicable Margin was determined based on the Level 5 Ratio of Total Liabilities to Gross Asset Value (listed below). In determining our leverage (the ratio of Total Liabilities to Gross Asset Value), the capitalization rate used to calculate Gross Asset Value was (a) 6.50% for each property having an average sales per square foot of more than $500 for the most recent period of 12 consecutive months, and (b) 7.50% for any other property. Prior to July 27, 2020 amendment, the 2018 Revolving Facility was subject to a facility fee, which varied based on leverage and was 0.35% as of July 27, 2020 and was recorded in interest expense in the consolidated statements of operations. Subsequent to July 27, 2020 the 2018 Revolving Facility was no longer subject to a facility fee. The Restructured Credit Agreements contained certain affirmative and negative covenants, several of which were amended on March 30, 2020. Pursuant to the July 2020 amendments, 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. We were permitted to prepay the amounts due under the Restructured Credit Agreements at any time without premium or penalty, subject to reimbursement obligations for the lenders’ breakage costs for LIBOR borrowings. We were required to make prepayments under the 2018 Term Loan Facility in an amount equal to 54.55% of any net cash proceeds received from certain capital events (provided that any net cash proceeds from capital events in excess of $150 million were required to be applied 50% toward repayment of outstanding amounts under the 2018 Revolving Facility with 54.55% of the remaining 50% applied to prepay amounts under the 2018 Term Loan Facility), subject to certain exceptions. If we had more than $50.0 million of unrestricted cash on our balance sheet for five consecutive days, we were required to prepay the 2018 Revolving Facility with our excess cash above $50.0 million. We were also required to make prepayments under the 7-Year Term Loan in an amount equal to 45.45% of any net cash proceeds received from certain capital events (provided that any net cash proceeds from capital events in excess of $150 million were required to be applied 50% toward repayment of outstanding amounts under the 2018 Revolving Facility with 45.45% of the remaining 50% applied to prepay the amounts outstanding under the 7-Year Term Loan), subject to certain exceptions. We also made monthly principal amortization payments of $1.09 million of the term loan under the 2018 Credit Agreement and of $909 thousand of the term loan under the 7-Year Term Loan, in each case for the months of April, May, June, July, August and September of 2020. The Company’s obligations under the Bridge Credit Agreement and related guaranty were 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 were further secured by a pledge of substantially all of the personal property of the Company and the guarantors pursuant to a collateral agreement and a pledge of substantially all of the equity interests of the guarantors (subject to limited exceptions) pursuant to a pledge agreement. The initial maturity date of the Bridge Credit Agreement was the earlier of (a) September 30, 2020, or (b) the date the obligations under the Bridge Facility were accelerated. On September 30, 2020, the maturity date was extended to October 31, 2020. Amounts borrowed under the Bridge Credit Agreement were either Base Rate Loans or LIBOR Loans. Base Rate Loans bore 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 would not be less than 2.00% per annum, in each case plus 7.00% per annum. LIBOR Loans bore interest at LIBOR plus 8.00% per annum. After the initial borrowing and prior to the October 2020 amendment, the Company was only permitted to draw when its unrestricted cash and cash equivalents were equal to or less than $12.5 million, and subsequent borrowings were determined according to a multiple of amounts set forth in the loan budget. Pursuant to the October 2020 amendment to the Bridge Credit Agreement, the commitments under the Bridge Credit Agreement were increased by $25.0 million and the entire $25.0 million was drawn and deposited into a cash collateral account. We could only draw amounts from the cash collateral account holding the unfunded amount of commitments if our unrestricted cash and cash equivalents (not including the cash in such account) was equal to or less than $12.5 million. The Company was also required to pay certain fees to the administrative agent for the account of the lenders in connection with |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | 5. CASH FLOW INFORMATION We consider all highly liquid short-term investments with a maturity of three months or less at purchase or acquisition to be cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents and restricted cash totaled $51.2 and $19.6 million, respectively, and included tenant security deposits of $1.5 million and $1.8 million, Cash paid for interest was $75.3 million and $59.4 million for the years ended December 31, 2020 and 2019, respectively, net of amounts capitalized of $2.2 million and $7.7 million, respectively. In our statement of cash flows, we report cash flows on our revolving facilities on a net basis. In 2020, we separated our Restructured Revolver from our First Lien Revolving Facility. Aggregate borrowings on our First Lien Revolving Facility were $55.0 million, with repayments of $0.2 million for the year ended December 31, 2020. Aggregate borrowings on our Restructured Revolver were $120.0 million and $229.0 million, and aggregate repayments were $375.0 million and $39.0 million for the years ended December 31, 2020 and 2019, respectively. Accrued construction costs decreased by $14.6 million in the year ended December 31, 2020 and decreased by $8.5 million in the year ended December 31, 2019. In the first quarter of 2019, we issued 6,250,000 common shares of beneficial interest in the Company in exchange for a like number of OP Units in our Operating Partnership. The shares were issued to Vornado Investments LLC, an affiliate of Franconia Two, L.P., the holder of the OP Units. The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of December 31, 2020 and 2019. December 31, (in thousands of dollars) 2020 2019 Cash and cash equivalents $ 43,309 $ 12,211 Restricted cash included in other assets 7,922 7,417 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 51,231 $ 19,628 Our restricted cash consists of cash held in escrow by banks for real estate taxes and other purposes. Significant Non-Cash Transactions The Company incurred $6.7 million of interest expense during the chapter 11 cases, which was capitalized into the principal balance of the Second Lien Term Loan Facility on the Effective Date. The Company also incurred $2.8 million in PIK interest expense on the Second Lien Term Loan Facility through December 31, 2020. These amounts are both included in interest expense, net in the consolidated statement of operations. In the third quarter of 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 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. The mortgage principal balance was $27.2 million at December 31, 2020, which we will continue to recognize until the foreclosure process is completed. During the year ended December 31, 2020, 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. The contract asset is included in deferred costs and other assets, net in the consolidated balance sheet as of December 31, 2020. The derecognition of Valley View Mall and its related assets were a non-cash conversion of assets, which had no impact on the Company’s cash flows. In the third quarter of 2019, we conveyed Wyoming Valley Mall to the lender of the mortgage loan secured by the property. The loan had a balance of approximately $72.8 million as of the conveyance on September 26, 2019. The conveyance was a non-cash transaction with the exception of $7.5 million of cash and escrow balances which were transferred to the lender. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2020 | |
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 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. As of December 31, 2020, we had 13 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.” During 2021, we estimate that $11.0 million will be reclassified as an increase to interest expense in connection with our designated derivatives. The recognition of these amounts could be accelerated in the event that we repay amounts outstanding on the debt instruments and do not replace them with new borrowings. Non-designated Hedges Derivatives not designated as hedges are not speculative and 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 the eleven remaining interest rate 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. Interest Rate Swaps As of December 31, 2020, we had interest rate swap agreements designated in qualifying hedging relationships outstanding with a weighted average base interest rate of 2.41% on a notional amount of $529.7 million, maturing on various dates through May 2023. As of December 31, 2020, our non-designated swaps outstanding with a weighted average base interest rate of 1.57% on a notional amount of $264.3 million, maturing on various dates through 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 December 31, 2020 and 2019 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 December 31, 2020 (in millions of dollars) Aggregate Fair Value at December 31, 2020 (1) (in millions of dollars) Aggregate Fair Value at December 31, 2019 (1) (in millions of dollars) Weighted Average Interest Rate Derivatives in Cash Flow Hedging Relationships Interest rate Swaps 2020 N/A N/A $ 0.2 N/A 2021 $ 229.7 $ (3.0 ) (1.4 ) 2.04 % 2022 — — — — 2023 300.0 (17.2 ) (7.3 ) 2.70 % Forward Starting Swaps 2023 — — (3.4 ) — Non-designated Hedges Interest Rate Swaps 2021 264.3 (3.1 ) 1.57 % Total $ 794.0 $ (23.3 ) $ (11.9 ) 2.13 % (1) As of December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019: Year Ended December 31, Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense (in millions of dollars) 2020 2019 2020 2019 Derivatives in Cash Flow Hedging Relationships Interest rate products $ (21.6 ) $ (15.8 ) $ 10.4 (1) $ (3.1 ) (1) Includes $2.8 million of accelerated reclassification of a portion of amounts in other comprehensive (loss) income to earnings. Year Ended December 31, (in millions of dollars) 2020 2019 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (84.3 ) $ (64.0 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ 10.4 $ (3.1 ) The impact of our non-designated swaps resulted in a loss of $0.1 million for the year ended December 31, 2020, 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. On December 10, 2020, we amended our agreements with our derivative counterparties so that our November 1, 2020 bankruptcy filing was not considered a default under our agreements. As of December 31, 2020, 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 December 31, 2020, 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 $23.3 million. If we had breached any of the default provisions in these agreements as of December 31, 2020, we might have been required to settle our obligations under the agreements at their termination value (including accrued interest) of $26.0 million. We had not breached any of these provisions as of December 31, 2020. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | 7. BENEFIT PLANS 401(k) Plan We maintain a 401(k) Plan (the “401(k) Plan”) in which substantially all of our employees are eligible to participate. The 401(k) Plan permits eligible participants, as defined in the 401(k) Plan agreement, to defer up to 30% of their compensation, and we, at our discretion, may match a specified percentage of the employees’ contributions. Our and our employees’ contributions are fully vested, as defined in the 401(k) Plan agreement. Our contributions to the 401(k) Plan were $0.7 million and $0.9 million for the years ended December 31, 2020 and 2019, respectively. Supplemental Retirement Plans We maintain Supplemental Retirement Plans (the “Supplemental Plans”) covering certain senior management employees. Expenses under the provisions of the Supplemental Plans were $0.2 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively. Employee Share Purchase Plan We maintain a share purchase plan through which our employees may purchase common shares at a 15% discount to the fair market value (as defined therein). In the years ended December 31, 2020 and 2019, approximately 59,000 and 44,000 |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | 8. SHARE BASED COMPENSATION Share Based Compensation Plans As of December 31, 2020, we make share based compensation awards using our 2018 Equity Incentive Plan, which is a share based compensation plan that was approved by our shareholders in 2018. Previously, we maintained six other plans pursuant to which we granted equity awards in various forms. Certain restricted shares and certain options granted under these previous plans remain subject to restrictions or remain outstanding and exercisable, respectively. In addition, we previously maintained two plans pursuant to which we granted options to our non-employee trustees. We recognize expense in connection with share based awards to employees and trustees by valuing all share based awards at their fair value on the date of grant, and then expensing them over the applicable vesting period. For the years ended December 31, 2020 and 2019, we recorded aggregate compensation expense for share based awards of $6.7 million (including a net reversal of $0.1 million of amortization relating to employee separation) and $7.0 million (including a net reversal of $1.1 million of amortization relating to employee separation), respectively, in connection with the equity incentive programs described below. There was no income tax benefit recognized in the income statement for share based compensation arrangements. For the years ended December 31, 2020 and 2019, we capitalized compensation costs related to share based awards of $0.1 million and $0.2 million, respectively. 2018 Equity Incentive Plan Subject to any future adjustments for share splits and similar events, the total remaining number of common shares that may be issued to employees or trustees under our 2018 Equity Incentive Plan (pursuant to options, restricted shares, shares issuable pursuant to current or future RSU Programs, or otherwise) was 2,098,924 as of December 31, 2020. The share based awards described in this footnote were made under the 2003 Equity Incentive Plan and the 2018 Equity Incentive Plan. Restricted Shar es Subject to Time Based Vesting The aggregate fair value of the restricted shares that we granted to our employees and non-employee trustees in 2020 and 2019 were $4.6 million and $5.6 million, respectively, based on the share price on the date of the grant. As of December 31, 2020, there was $4.3 million of total unrecognized compensation cost related to unvested share based compensation arrangements granted under the 2003 Equity Incentive Plan and the 2018 Equity Incentive Plan. The cost is expected to be recognized over a weighted average period of 1.7 years. A summary of the status of our unvested restricted shares as of December 31, 2020 and changes during the years ended December 31, 2020 and 2019 is presented below: Shares Weighted Average Grant Date Fair Value January 1, 2019 621,398 $ 13.29 Shares granted 798,370 7.04 Shares vested (349,533 ) 13.14 Shares forfeited (131,971 ) 8.75 December 31, 2019 938,264 8.67 Shares granted 1,706,624 3.22 Shares vested (474,376 ) 3.24 Shares forfeited (93,791 ) 4.96 December 31, 2020 2,076,721 $ 5.60 Restricted Shares Awarded to Employees In 2020 and 2019 we made grants of restricted shares subject to time based vesting. The awarded shares vest over periods of one to three years, typically in equal annual installments, provided the recipient remains our employee on the vesting date. For all grantees, the shares generally vest immediately upon death or disability. Recipients are entitled to receive an amount equal to the dividends on the shares prior to vesting. We granted a total of 1,093,292 and 683,570 restricted shares subject to time based vesting to our employees in 2020 and 2019, respectively. The weighted average grant date fair values of time based restricted shares was $3.59 per share in 2020 and $7.15 per share in 2019. The aggregate fair value of the restricted shares granted in 2020 and 2019 were $3.9 million and $4.9 million, respectively. Compensation cost relating to time based restricted share awards is recorded ratably over the respective vesting periods. We recorded $3.4 million (including a net reversal of $0.1 million of accelerated amortization relating to employee separation) and $3.7 million (including a net reversal of $0.2 million relating to employee separation) of compensation expense related to time based restricted shares for the years ended December 31, 2020 and 2019, respectively. The total fair value of shares vested during the years ended December 31, 2020 and 2019 was $3.4 million and $3.8 million, respectively. Outperformance Units (“OPUs”) Awarded to Employees Of the time-based restricted shares granted to employees in 2019, 517,783 have Outperformance Units (“OPUs”) attached to them. The OPUs will entitle the employees to receive additional shares tied to a multiple of the employee’s time-based restricted share award if the Company achieves certain specified operating performance metrics measured over a three-year period. If any shares are issued in respect of the OPUs at the end of the three-year measurement period, 50% will vest immediately, 25% will be subject to an additional one-year two-year Restricted Shares Awarded to Non-Employee Trustees As part of the compensation we pay to our non-employee trustees for their service, we grant restricted shares subject to time based vesting. The awarded shares vest over a one-year We will record future compensation expense in connection with the vesting of existing time based restricted share awards to employees and non-employee trustees as follows: Future Compensation Expense (in thousands of dollars) For the Year Ending December 31, Employees Non-Employee Trustees Total 2021 $ 2,566 $ 269 $ 2,835 2022 1,287 — 1,287 2023 141 — 141 Total $ 3,994 $ 269 $ 4,263 Restricted Share Unit Programs In 2020, 2019, 2018, 2017, 2016 and 2015, our Board of Trustees established the 2020 – 2022 RSU Program, 2019-2021 RSU Program, 2018-2020 RSU Program, 2017-2019 RSU Program, 2016-2018 RSU Program, and the 2015-2017 RSU Program, respectively (collectively, the “RSU Programs”). Under the RSU Programs, we may make awards in the form of market based performance-contingent restricted share units, or RSUs. The RSUs represent the right to earn common shares in the future depending on our performance in terms of total return to shareholders (as defined in the RSU Programs) for applicable three year periods or a shorter period ending upon the date of a change in control of the Company (each, a “Measurement Period”) relative to the total return to shareholders, as defined, for the applicable Measurement Period of companies comprising an index of real estate investment trusts (the “Index REITs”). The 2020 RSUs represent the right to receive common shares in the future depending on the Company’s performance in the achievement of operating performance measures and a modification based on total return to shareholders. The number of common shares to be issued by the Company with respect to the 2020 RSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the applicable Measurement Period. These performance measures, the three-year three-year The aggregate fair values of the RSU awards in 2020 and 2019 were determined using a Monte Carlo simulation probabilistic valuation model, and are presented in the table below. The table also sets forth the assumptions used in the Monte Carlo simulations used to determine the aggregate fair values of the RSU awards in 2020 and 2019 by grant date: (dollars in thousands, except per share data) RSUs and assumptions by Grant Date Grant Date: February 24, 2020 January 29, 2019 Measurement Basis: Core Mall Non-Anchor Occupancy Fixed Charge Coverage Ratio Absolute TSR RSUs Relative TSR RSUs RSUs granted 354,972 354,972 210,193 210,193 Aggregate fair value of shares granted $ 1,217 $ 1,217 $ 1,550 $ 1,890 Weighted average fair value per share $ 3.43 $ 3.43 $ 7.38 $ 8.99 Volatility 53.0 % 53.0 % 40.3 % 40.3 % Risk free interest rate 1.35 % 1.35 % 2.58 % 2.58 % Compensation cost relating to the RSU awards is expensed ratably over the applicable three year vesting period. We recorded $2.6 million and $1.8 million (including a reversal of $0.8 million of accelerated amortization relating to employee separation) of compensation expense related to the RSU Programs for the years ended December 31, 2020 and 2019, respectively. We will record future aggregate compensation expense of $2.7 million related to the existing awards under the RSU Programs. For the years ended December 31, 2020 and 2019, no shares were issued from the 2018-2020 or 2017-2019 RSU programs because the required criteria were not met. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 9. LEASES As Lessee We have entered into ground leases for portions of the land at Springfield Town Center and Plymouth Meeting Mall. We have also entered into an office lease for our headquarters location, as well as vehicle, solar panel and equipment leases as a lessee. The initial terms of these agreements generally range from three to 40 years, with certain agreements containing extension options for up to an additional 60 years. Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancellable period of the lease and any renewal option period we are reasonably certain of exercising. Certain agreements require that we pay a portion of reimbursable expenses such as CAM, utilities, insurance and real estate taxes. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. Our leases do not provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the present value of remaining lease payments. In determining our incremental borrowing rate, we considered the lease term, market interest rates and estimates regarding our implied credit rating using market data with adjustments to determine an appropriate incremental borrowing rate. The following table presents additional information pertaining to the Company’s leases: For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 (in thousands of dollars) Solar Panel Leases Ground Leases Office, equipment, and vehicle leases Total Solar Panel Leases Ground Leases Office, equipment, and vehicle leases Total Finance lease cost: Amortization of right-of-use assets $ 823 $ — $ — $ 823 $ 750 $ — $ — $ 750 Interest on lease liabilities 280 — — 280 294 — — 294 Operating lease costs — 1,746 1,279 3,025 — 1,583 1,932 3,515 Variable lease costs — 173 191 364 — 165 457 622 Total lease costs $ 1,103 $ 1,919 $ 1,470 $ 4,492 $ 1,044 $ 1,748 $ 2,389 $ 5,181 Other information related to leases as of and for the years ended December 31, 2020 and 2019 are as follows: (dollars in thousands) 2020 2019 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 272 $ 294 Operating cash flows used for operating leases $ 2,106 $ 2,205 Financing cash flows used for finance leases $ 717 $ 632 Weighted average remaining lease term-finance leases (months) 86 99 Weighted average remaining lease term-operating leases (months) 298 306 Weighted average discount rate-finance leases 4.35 % 4.42 % Weighted average discount rate-operating leases 6.44 % 6.42 % Future payments against lease liabilities as of December 31, 2020 are as follows: (in thousands of dollars) Finance leases Operating leases Total 2021 $ 990 $ 2,566 $ 3,655 2022 988 2,554 3,463 2023 983 2,514 3,410 2024 949 2,429 3,298 2025 929 2,341 3,270 Thereafter 2,072 51,138 53,210 Total undiscounted lease payments 6,911 63,542 70,306 Less imputed interest (983 ) (33,417 ) (34,400 ) Total lease liabilities $ 5,928 $ 30,125 $ 35,906 As Lessor As of December 31, 2020, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancellable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. (in thousands of dollars) For the Year Ending December 31, 2021 $ 190,895 2022 170,015 2023 150,139 2024 128,176 2025 102,161 2026 and thereafter 287,059 $ 1,028,445 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS Office Leases In 2019, we leased our principal executive offices from Bellevue Associates, an entity that is owned by Ronald Rubin, one of our former trustees, collectively with members of his immediate family and affiliated entities. Total rent expense under this lease was $1.7 million for the year ended December 31, 2019. This lease terminated in December 2019. In January 2020, we moved into a new office space at One Commerce Square, which is located at 2005 Market Street, Philadelphia, Pennsylvania. The lease for the office, which commenced in December 2019, is executed with Brandywine Realty Trust. Our lead independent trustee is also a Trustee of Brandywine Realty Trust. We paid $1.9 million in reimbursement of construction costs and $0.2 million of total rent under the lease for the year ended December 31, 2020. Employee Health Insurance We purchase healthcare benefits for our employees through Independence Blue Cross (“IBX”). Our lead independent trustee became chairman of the board of directors of IBX during 2018. We paid total insurance healthcare premiums of $2.3 million to IBX during 2020 and $2.5 million during 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Contractual Obligations As of December 31, 2020, we had unaccrued contractual and other commitments related to our capital improvement projects and development projects of $16.9 million, including $11.7 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 the 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. In addition, our operating partnership, PREIT Associates, has jointly and severally guaranteed the obligations of the joint venture we formed with Macerich to develop Fashion District Philadelphia to commence and complete a comprehensive redevelopment of that property costing not less than $300.0 million within 48 months after commencement of construction, which was March 14, 2016. We have satisfied this obligation. 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 December 31, 2020, the cumulative amount of unpaid dividends on our issued and outstanding preferred shares totaled $13.7 million. This consisted of unpaid dividends per share on the Series B, Series C and Series D preferred shares of $0.92 per share, $0.90 per share and $0.86 per share, respectively. Employment Agreements Two officers of the Company have employment agreements with terms that renew automatically each year for additional one-year A former officer, the Executive Vice President and Chief Financial Officer , executed a Separation of Employment Agreement (the “Separation Agreement”) with the Company on December 23, 2019. Consistent with the officer’s a mended and r estated e mployment a greement dated as of December 30, 2008 (together with the May 6, 2009 Amendment thereto) as modified in certain respects by the Separation Agreement, the officer has been paid amounts that were fully earned but not yet paid on or before t h e last day of full-time employment, in addition to a payment equal to two times t h e current base salary and a payment equal to two times t h e average bonus amount in the last three calendar years. The officer may continue to participate in the Company’s benefit plans for eighteen months. The officer w as also pa id the supplemental retirement plan account balance , as required by the terms of t h e e mployment a greement s and the nonqualified supplemental executive retirement agreement . Provision for Employee Separation Expense We recorded $3.2 million and $3.7 million of employee separation expense during the years ended December 31, 2020 and 2019, respectively, in connection with the termination of certain employees. As of December 31, 2020, $0.3 million of these amounts were accrued and unpaid. NYSE Continued Listing Standards On September 25, 2020, the Company received notice from the NYSE that the Company was not in compliance with the NYSE continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (the “Continued Listing Standards”), which requires listed companies to maintain an average closing price of at least $1.00 per share over a consecutive 30-day trading period. On January 4, 2021, the Company received notice from the NYSE that it regained compliance with the Continued Listing Standards. The Company regained compliance after the closing price for its common shares on December 31, 2020 and the average closing price for its common shares during the 30 trading-day period ended December 31, 2020 both exceeded $1.00. Property Damage from Natural Disaster During the year ended December 31, 2020, we recorded net recoveries of $0.6 million. These net recoveries relate to remediation expenses. During the year ended December 31, 2019, we recorded net recoveries of $4.4 million. These net recoveries primarily relate to remediation expenses and business interruption claims. $0.5 million of the recoveries received relate to business interruption. Legal Actions In the normal course of business, we have and might become involved in legal actions relating to the ownership and operation of our properties and the properties we manage for third parties. In management’s opinion, the resolutions of any such pending legal actions are not expected to have a material adverse effect on our consolidated financial position or results of operations. Environmental We are aware of certain environmental matters at some of our properties. We have, in the past, performed remediation of such environmental matters, and are not aware of any significant remaining potential liability relating to these environmental matters. We might be required in the future to perform testing relating to these matters. We do not expect these matters to have any significant impact on our liquidity or results of operations. However, we can provide no assurance that the amounts reserved will be adequate to cover further environmental costs. We have insurance coverage for certain environmental claims up to $10.0 million per occurrence and up to $10.0 million in the aggregate. Tax Protection Agreements There were no tax protection agreements in effect as of December 31, 2020. |
SCHEDULE III INVESTMENTS IN REA
SCHEDULE III INVESTMENTS IN REAL ESTATE | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III INVESTMENTS IN REAL ESTATE | SCHEDULE III PENNSYLVANIA REAL ESTATE INVESTMENT TRUST INVESTMENTS IN REAL ESTATE As of (in thousands of dollars) Initial Cost of Land Initial Cost of Building & Improvements Cost of Improvements Net of Retirements and Impairment Charges Balance of Land and Land Held for Develop- ment Balance of Building & Improvements and Construction in Progress Accumulated Depreciation Balance Current Encumbrance (1) Date of Acquisition/ Construction Life of Depre- ciation Capital City Mall $ 11,380 $ 65,575 $ 60,284 $ 11,321 $ 125,918 $ 56,624 $ — 2003 40 Cherry Hill Mall 29,938 185,611 272,799 48,608 439,740 278,878 262,284 2003 40 Cumberland Mall 8,711 43,889 31,476 9,842 74,234 34,338 40,944 2005 40 Dartmouth Mall 7,015 28,328 55,774 7,021 84,096 48,014 56,662 1998 40 Exton Square Mall 19,976 103,955 (74,930 ) 23,714 25,287 13,495 — 2003 40 Francis Scott Key Mall 9,786 47,526 40,885 9,440 88,757 46,318 68,341 2003 40 Jacksonville Mall 9,188 47,139 37,717 9,913 84,131 43,332 — 2003 40 Magnolia Mall 6,229 42,302 59,501 12,591 95,441 53,696 — 1998 40 Monroe Land 1,177 — — 1,177 — — — 2006 10 Moorestown Mall 10,934 62,995 116,795 23,060 167,664 81,388 — 2003 40 Patrick Henry Mall 16,075 86,643 53,848 16,397 140,169 77,847 86,815 2003 40 Plymouth Meeting Mall 29,265 58,388 157,221 31,738 213,136 108,911 — 2003 40 The Mall at Prince Georges 13,065 57,686 76,602 13,066 134,287 70,295 — 1998 40 Springfield Town Center 119,912 353,551 23,082 119,912 376,633 82,083 — 2015 40 Swedes Square land 189 — 36 225 — — — 2004 N/A Valley Mall 8,325 57,931 82,217 26,991 121,482 53,666 — 2003 40 Valley View Mall 9,402 45,351 (46,457 ) 4,204 4,092 2,533 27,213 2003 40 Viewmont Mall 12,505 61,519 48,049 12,606 109,467 54,334 67,177 2003 40 Willow Grove Park 26,748 131,189 110,406 36,412 231,931 114,128 152,548 2003 40 Woodland Mall 26,706 121,965 136,963 44,865 240,769 88,547 122,518 2005 40 Investment In Real Estate $ 376,526 $ 1,601,543 $ 1,242,268 $ 463,103 $ 2,757,234 $ 1,308,427 $ 884,502 (1) Represents mortgage principal balances outstanding as of December 31, 2020 and does not include unamortized debt costs with an aggregate balance of $1.0 million. The aggregate cost basis and depreciated basis for federal income tax purposes of our investment in real estate was $3,163.8 million and $2,180.2 million at December 31, 2020, respectively, and $3,132.2 million and $2,225.4 million at December 31, 2019, respectively. The changes in total real estate and accumulated depreciation for the years ended December 31, 2020 and 2019 are as follows: (in thousands of dollars) For the Year Ended December 31, Total Real Estate Assets: 2020 2019 Balance, beginning of year $ 3,210,926 $ 3,184,594 Improvements and development 49,075 137,593 Impairment of assets — (3,989 ) Dispositions (39,661 ) (81,118 ) Write-off of fully depreciated assets (3 ) (12,031 ) Reclassification to held for sale — (14,123 ) Balance, end of year $ 3,220,337 $ 3,210,926 Balance, end of year – held for sale $ 1,384 $ 15,653 S-1 (in thousands of dollars) For the Year Ended December 31, Accumulated Depreciation: 2020 2019 Balance, beginning of year $ 1,202,722 $ 1,118,582 Depreciation expense 116,369 125,495 Impairment of assets - (484 ) Dispositions (13,808 ) (25,693 ) Write-off of fully depreciated assets (3 ) (12,031 ) Reclassification to held for sale 3,147 (3,147 ) Balance, end of year $ 1,308,427 $ 1,202,722 Balance, end of year – held for sale $ — $ 3,147 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”), 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 December 31, 2020, our portfolio consists of a total of 26 properties operating in nine states, including 20 shopping malls, five 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 December 31, 2020, we held a 97.5% controlling interest in the Operating Partnership, (after the redemption of 6,250,000 OP Units (as defined below) during the first quarter of 2019, which is discussed in more detail in Note 5), 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 December 31, 2020, the total amount that would have been distributed would have been $2.0 million, which is calculated using our December 31, 2020 closing share price on the New York Stock Exchange of $1.00 multiplied by the number of outstanding OP Units held by limited partners, which was 1,975,928 as of December 31, 2020. 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, 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. Consolidation We consolidate our accounts and the accounts of the Operating Partnership and other controlled subsidiaries, and we reflect the remaining interest in such entities as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. The Operating Partnership meets the criteria as a variable interest entity. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is also an obligation of the Operating Partnership. |
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 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 there of, 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 . |
COVID-19 Related Risks and Uncertainties | COVID-19 Related Risks and Uncertainties The COVID-19 global pandemic that began in 2020 has adversely impacted and continues to impact our business, financial condition, liquidity and operating results, as well as our tenants’ businesses. The prolonged and increased 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 in 2021 and potentially in future periods, will continue to be materially impacted by the COVID-19 pandemic. It remains highly uncertain how long the global pandemic, economic challenges and restrictions on day-to-day life and business operations will last based on the emergence of new strains of the virus and the current virus spread rate in the United States, which have resulted in a number of jurisdictions that previously relaxed restrictions implementing new or renewed restrictions. 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 of widespread availability of vaccines. As such, as the pandemic continues, intensifies or experiences resurgences, it is possible that additional closures will occur. 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 general and administrative expenses in the third and fourth quarters of 2020. All of our properties have remained open during the third and fourth quarters of 2020 and are employing safety and sanitation measures designed to address the risks posed by COVID-19, with some of our tenants 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, the timing and widespread availability and acceptance of vaccines, the 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, and implementation of governmental programs to assist businesses and consumers impacted by the COVID-19 pandemic. |
Partnership Investments | Partnership Investments We account for our investments in partnerships that we do not control using the equity method of accounting. These investments, each of which represents a 25% to 50% noncontrolling ownership interest at December 31, 2020, are recorded initially at our cost, and subsequently adjusted for our share of net equity in income or loss and cash contributions and distributions. We do not control any of these equity method investees for the following reasons: • Except for two properties that we co-manage with our partner (effective January 1, 2021, one of these properties is now being managed by our partner), the other entities are managed on a day-to-day basis by one of our other partners as the managing general partner in each of the respective partnerships. In the case of the co-managed properties, all decisions in the ordinary course of business are made jointly. • The managing general partner is responsible for establishing the operating and capital decisions of the partnership, including budgets, in the ordinary course of business. • All major decisions of each partnership, such as the sale, refinancing, expansion or rehabilitation of the property, require the approval of all partners. • Voting rights and the sharing of profits and losses are in proportion to the ownership percentages of each partner. We do not have a direct legal claim to the assets, liabilities, revenues or expenses of the unconsolidated partnerships beyond our rights as an equity owner, in the event of any liquidation of such entity, and our rights as a tenant in common owner of certain unconsolidated properties. We record the earnings from the unconsolidated partnerships using the equity method of accounting in the consolidated statements of operations in the caption entitled “Equity in (loss) income of partnerships,” rather than consolidating the results of the unconsolidated partnerships with our results. Certain non-recurring gains/losses on sales of real estate by equity method investee and impairment charges are reported on separate lines in our consolidated statements of operations. Changes in our investments in these entities are recorded in the consolidated balance sheet caption entitled “Investment in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.” We hold legal title to a property owned by one of our unconsolidated partnerships through a tenancy in common arrangement. For this property, such legal title is held by us and another entity, and each has an undivided interest in title to the property. With respect to this property, under the applicable agreement between us and the other entity with an ownership interest, we and such other entity have joint control because decisions regarding matters such as the sale, refinancing, expansion or rehabilitation of the property require the approval of both us and the other entity owning an interest in the property. Hence, we account for this property like our other unconsolidated partnerships using the equity method of accounting. The balance sheet items arising from the properties appear under the caption “Investments in partnerships, at equity.” In the case of deficit investment balances, such amounts are recorded in “Distributions in excess of partnership investments.” For further information regarding our unconsolidated partnerships, see note 3. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. We believe that our most significant and subjective accounting estimates and assumptions are those relating to asset impairment and fair value. Our management makes complex or subjective assumptions and judgments in applying its critical accounting policies. In making these judgments and assumptions, our management considers, among other factors, events and changes in property, market and economic conditions, estimated future cash flows from property operations, and the risk of loss on specific accounts or amounts. |
Revenue and Receivables | Revenue and Receivables We derive over 95% of our revenue from tenant rent and other tenant-related activities. Tenant rent includes base rent, percentage rent, expense reimbursements (such as reimbursements of costs of common area maintenance (“CAM”), real estate taxes and utilities), and the amortization of above-market and below-market lease intangibles (as described below under “Intangible Assets”). We accrue revenue under leases, provided that it is probable that we will collect substantially all of the lease revenue that is due under the terms of the lease both at inception and on an ongoing basis. When collectability of lease revenue is not probable, leases are prospectively accounted for on a cash basis and any difference between the revenue that has been accrued and the cash collected from the tenant over the life of the lease is recognized as a current period adjustment to lease revenue. We review the collectability of our tenant receivables related to tenant rent including base rent, straight-line rent, expense reimbursements and other revenue or income by specifically analyzing billed and unbilled revenues, including straight-line rent receivable, and considering historical collection issues, tenant creditworthiness and current economic and industry trends. Our revenue recognition and receivables collectability analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payor, the basis for any disputes or negotiations with the payor, and other information that could affect collectability. We record base rent on a straight-line basis, which means that the monthly base rent revenue according to the terms of our leases with our tenants is adjusted so that an average monthly rent is recorded for each tenant over the term of its lease. When tenants vacate prior to the end of their lease, we accelerate amortization of any related unamortized straight-line rent balances, and unamortized above-market and below-market intangible balances are amortized as a decrease or increase to real estate revenue, respectively. The straight-line rent adjustment increased revenue by $2.0 million and $5.2 million in the years ended December 31, 2020 and 2019, respectively. The straight-line rent receivable balances included in tenant and other receivables on the accompanying consolidated balance sheet as of December 31, 2020 and 2019 were $29.8 million and $30.4 million, respectively. Percentage rent represents rental revenue that the tenant pays based on a percentage of its sales, either as a percentage of its total sales or as a percentage of sales over a certain threshold. In the latter case, we do not record percentage rent until the sales threshold has been reached. Revenue for rent received from tenants prior to their due dates is deferred until the period to which the rent applies. In addition to base rent, certain lease agreements contain provisions that require tenants to reimburse a fixed or pro rata share of certain CAM costs, real estate taxes and utilities. Tenants generally make monthly expense reimbursement payments based on a budgeted amount determined at the beginning of the year. Effective January 1, 2019, we recognize fixed CAM revenue prospectively on a straight-line basis. Certain lease agreements contain co-tenancy clauses that can change the amount of rent or the type of rent that tenants are required to pay, or, in some cases, can allow the tenant to terminate their lease, in the event that certain events take place, such as a decline in property occupancy levels below certain defined levels or the vacating of an anchor store. Co-tenancy clauses do not generally have any retroactive effect when they are triggered. The effect of co-tenancy clauses is applied on a prospective basis to recognize the new rent that is in effect. Payments made to tenants as inducements to enter into a lease are treated as deferred costs that are amortized as a reduction of rental revenue over the term of the related lease. Lease termination fee revenue is recognized in the period when a termination agreement is signed, collect a bility is assured, and the tenant has vacated the space. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when it is received. We also generate revenue by providing management services to third parties, including property management, brokerage, leasing and development. Management fees generally are a percentage of managed property revenue or cash receipts. Leasing fees are earned upon the consummation of new leases. Development fees are earned over the time period of the development activity and are recognized on the percentage of completion method. These activities are collectively included in “Other income” in the consolidated statements of operations. Revenue from the reimbursement of marketing expenses is generated through tenant leases that require tenants to reimburse a defined amount of property marketing expenses. Our contractual performance obligations are fulfilled as marketing expenditures are made. Tenant payments are received monthly as required by the respective lease terms. We defer income recognition if the reimbursements exceed the aggregate marketing expenditures made through that date. Deferred marketing reimbursement revenue is recorded in tenants’ deposits and deferred rent on the consolidated balance sheet, and was $0.4 million and $0.2 million as of December 31, 2020 and 2019, respectively. The marketing reimbursements are recognized as revenue at the time that the marketing expenditures occur. Marketing revenue, included in other real estate revenues in the consolidated statements of operations, was $2.9 million and $4.1 million for the years ended December 31, 2020 and 2019, respectively. Property management revenue from management and development activities is generated through contracts with third party owners of real estate properties or with certain of our joint ventures, and is recorded in other income in the consolidated statements of operations. In the case of management fees, our performance obligations are fulfilled over time as the management services are performed and the associated revenues are recognized on a monthly basis when the customer is billed. In the case of development fees, our performance obligations are fulfilled over time as we perform certain stipulated development activities as set forth in the respective development agreements and the associated revenues are recognized on a monthly basis when the customer is billed. Property management fee revenue was $0.5 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively. Development fee revenue was less than $10 thousand and $0.7 million for the years ended December 31, 2020 and 2019, respectively. |
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). |
Financial Instruments | Financial Instruments Carrying amounts reported on the consolidated balance sheet for cash and cash equivalents, tenant and other receivables, accrued expenses, other liabilities and the First Lien Revolving Facility approximate fair value due to the short-term nature of these instruments. The Term Loans (see note 4) bear interest at variable rates that fluctuate with market rates. The carrying values of the Term Loans approximate their respective fair values. Most of our variable rate debt is subject to interest rate derivative instruments that have effectively fixed the interest rates on the underlying debt. The estimated fair value for fixed rate debt, which is calculated for disclosure purposes, is based on the borrowing rates available to us for fixed rate mortgage loans with similar terms and maturities. |
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 COVID-19 impact on the economy and market conditions, together with the resulting closures of our properties and the delayed 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 for each of the respective quarters of 2020. 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. Our intent is to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable. 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. |
Real Estate | Real Estate Land, buildings, fixtures and tenant improvements are recorded at cost and stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations or replacements, which improve or extend the life of an asset, are capitalized and depreciated over their estimated useful lives. For financial reporting purposes, properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 20-40 years Land improvements 15 years Furniture/fixtures 3-10 years Tenant improvements Lease term We are required to make subjective assessments as to the useful lives of our real estate assets for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those assets based on various factors, including industry standards, historical experience and the condition of the asset at the time of acquisition. These assessments affect our annual net income. If we were to determine that a different estimated useful life was appropriate for a particular asset, it would be depreciated over the newly estimated useful life, and, other things being equal, result in changes in annual depreciation expense and annual net income. We recognize gains from sales of real estate properties and interests in partnerships when an enforceable contract is in place, control of the asset transfers to a buyer and it is probable that we will collect the consideration due in exchange for transferring the asset. Real Estate Acquisitions We account for our property acquisitions by allocating the purchase price of a property to the property’s assets based on management’s estimates of their fair value. Debt assumed in connection with property acquisitions is recorded at fair value at the acquisition date, and any resulting premium or discount is amortized through interest expense over the remaining term of the debt, resulting in a non-cash decrease (in the case of a premium) or increase (in the case of a discount) in interest expense. The determination of the fair value of intangible assets requires significant estimates by management and considers many factors, including our expectations about the underlying property, the general market conditions in which the property operates and conditions in the economy. The judgment and subjectivity inherent in such assumptions can have a significant effect on the magnitude of the intangible assets or the changes to such assets that we record. |
Intangible Assets | Intangible Assets Our intangible assets on the accompanying consolidated balance sheets as of December 31, 2020 and 2019 each included $5.2 million (in each case, net of $1.1 million of amortization expense recognized prior to January 1, 2002) of goodwill recognized in connection with the acquisition of The Rubin Organization in 1997. Approximately $1.5 million of this goodwill balance is allocated to three equity method investees with negative investment balances. Changes in the carrying amount of goodwill for the three years ended December 31, 2020 were as follows: Accumulated (in thousands of dollars) Basis Amortization Total Balance, January 1, 2019 $ 6,322 $ (1,073 ) $ 5,249 Goodwill divested — — — Balance, December 31, 2019 6,322 (1,073 ) 5,249 Goodwill divested — — — Balance, December 31, 2020 $ 6,322 $ (1,073 ) $ 5,249 We allocate a portion of the purchase price of a property to intangible assets. Our methodology for this allocation includes estimating an “as-if vacant” fair value of the physical property, which is allocated to land, building and improvements. The difference between the purchase price and the “as-if vacant” fair value is allocated to intangible assets. There are three categories of intangible assets to be considered: (i) value of leases, (ii) above- and below-market value of in-place leases and (iii) customer relationship value, including operating covenants. The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases, as well as the value associated with lost rental revenue during the assumed lease-up period. The value of in-place leases is amortized as real estate amortization over the remaining lease term. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimates of fair market lease rates for comparable in-place leases, based on factors such as historical experience, recently executed transactions and specific property issues, measured over a period equal to the remaining non-cancelable term of the lease. Above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases, including any below-market optional renewal periods, and are included in “Accrued expenses and other liabilities” in the consolidated balance sheets. We allocate purchase price to customer relationship intangibles based on management’s assessment of the fair value of such relationships. The following table presents our intangible assets and liabilities, net of accumulated amortization, as of December 31, 2020 and 2019: December 31, (in thousands of dollars) 2020 2019 Intangible Assets: Value of lease intangibles, net $ 6,143 $ 8,155 Above-market lease intangibles, net — — Subtotal 6,143 8,155 Goodwill, net 5,249 5,249 Total intangible assets $ 11,392 $ 13,404 Intangible Liabilities Below-market lease intangibles, net $ 134 $ 215 Above-market ground lease — — Total intangible liabilities $ 134 $ 215 Intangible liabilities are included in “Accrued expenses and other liabilities” in the consolidated balance sheets. Amortization of lease intangibles were $2.0 million and $3.3 million for the years ended December 31, 2020 and 2019, respectively. Net amortization of above-market and below-market lease intangibles increased revenue by $0.1 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively. In the normal course of business, our intangible assets will amortize in the next five years and thereafter as follows: (in thousands of dollars) Value of Lease Below Market For the Year Ending December 31, Intangibles Leases, net 2021 $ 1,338 $ (44 ) 2022 1,207 (10 ) 2023 1,205 (10 ) 2024 1,161 (10 ) 2025 319 (10 ) 2026 and thereafter 913 (50 ) Total $ 6,143 $ (134 ) |
Assets Classified as Held for Sale | Assets Classified as Held for Sale The determination to classify an asset as held for sale requires significant estimates by us about the property and the expected market for the property, which are based on factors including recent sales of comparable properties, recent expressions of interest in the property, financial metrics of the property and the physical condition of the property. We must also determine if it will be possible under those market conditions to sell the property for an acceptable price within one year. When assets are identified by our management as held for sale, we discontinue depreciating the assets and estimate the sales price, net of selling costs, of such assets. We generally consider operating properties to be held for sale when they meet criteria such as whether the sale transaction has been approved by the appropriate level of management and there are no known material contingencies relating to the sale such that the sale is probable and is expected to qualify for recognition as a completed sale within one year. If the expected net sales price of the asset that has been identified as held for sale is less than the net book value of the asset, the asset is written down to fair value less the cost to sell. Assets and liabilities related to assets classified as held for sale are presented separately in the consolidated balance sheets. If we determine that a property no longer meets the held-for-sale criteria, we reclassify the property’s assets and liabilities to their original locations on the consolidated balance sheet and record depreciation and amortization expense for the period that the property was in held-for-sale status. As of December 31, 2020, we determined that two of our hotel land parcels met the criteria to be classified as held for sale and we believe that we will likely complete the sale transactions within one year. As of December 31, 2019, we determined that 13 land parcels and outparcels, in addition to the two hotel parcels, met the criteria to be classified as held for sale. |
Capitalization of Costs | Capitalization of Costs Costs incurred in relation to development and redevelopment projects for interest, property taxes and insurance are capitalized only during periods in which activities necessary to prepare the property for its intended use are in progress. Costs incurred for such items after the property is substantially complete and ready for its intended use are charged to expense as incurred. Capitalized costs, as well as tenant inducement amounts and internal and external commissions, are recorded in construction in progress. We capitalize a portion of development department employees’ compensation and benefits related to time spent involved in development and redevelopment projects. We also capitalize interest on equity method investments while the investee is engaged in activities necessary to commence its planned principal activities. We capitalize payments made to obtain options to acquire real property. Other related costs that are incurred before acquisition that are expected to have ongoing value to the project are capitalized if the acquisition of the property is probable. If the property is acquired, other expenses related to the acquisition are recorded to project costs and other expenses. When it is probable that the property will not be acquired, capitalized pre-acquisition costs are charged to expense. For leases under which we are a lessor, certain internal leasing and legal costs such as salaries, commissions and benefits related to time spent by leasing and legal department personnel involved in originating leases with third-party tenants were previously capitalized under ASC 840. However, they are now being recorded as period costs in accordance with ASC 842. We will continue to amortize previously capitalized initial direct costs over the remaining terms of the associated leases. The following table summarizes our capitalized salaries, commissions and benefits, real estate taxes and interest for the years ended December 31, 2020 and 2019: For the Year Ended December 31, (in thousands of dollars) 2020 2019 Development/Redevelopment: Salaries and benefits $ 428 $ 1,332 Real estate taxes $ 285 $ 1,057 Interest $ 2,192 $ 7,725 Leasing: Salaries, commissions and benefits $ 150 $ 568 |
Income Taxes | Income Taxes We have elected to qualify as a real estate investment trust, or REIT, under Sections 856-860 of the Internal Revenue Code of 1986, as amended, and intend to remain so qualified. In some instances, we follow methods of accounting for income tax purposes that differ from generally accepted accounting principles. Earnings and profits, which determine the taxability of distributions to shareholders, will differ from net income or loss reported for financial reporting purposes due to differences in cost basis, differences in the estimated useful lives used to compute depreciation, and differences between the allocation of our net income or loss for financial reporting purposes and for tax reporting purposes. We could be subject to a federal excise tax computed on a calendar year basis if we were not in compliance with the distribution provisions of the Internal Revenue Code. We have, in the past, distributed a substantial portion of our taxable income in the subsequent fiscal year and might also follow this policy in the future. No provision for excise tax was made for the years ended December 31, 2020 and 2019, as no excise tax was due in those years. The per share distributions paid to common shareholders had the following components for the years ended December 31, 2020 and 2019: For the Year Ended December 31, 2020 2019 Ordinary income $ — $ — Non-dividend distribution 0.23 0.84 Per-share distributions $ 0.23 $ 0.84 The per share distributions paid to Series B, Series C and Series D preferred shareholders had the following components for the years ended December 31, 2020 and 2019: For the Year Ended December 31, 2020 2019 Series B Preferred Share Dividends Ordinary income $ — $ — Non-dividend distributions 0.92 1.84 $ 0.92 $ 1.84 Series C Preferred Share Dividends Ordinary income $ — $ — Non-dividend distributions 0.90 1.80 $ 0.90 $ 1.80 Series D Preferred Share Dividends Ordinary income $ — $ — Non-dividend distributions 0.86 1.72 $ 0.86 $ 1.72 We follow accounting requirements that prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more likely than not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the “more likely than not” recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely to be realized upon settlement to determine the amount of benefit to recognize in the consolidated financial statements. PRI is subject to federal, state and local income taxes. We had no federal or state income tax provision or benefit in the years ended December 31, 2020 or 2019. We had net deferred tax assets of $10.6 million and $14.3 million for the years ended December 31, 2020 and 2019, respectively. The deferred tax assets are primarily the result of net operating losses. A valuation allowance has been established for the full amount of the net deferred tax assets, because we have determined that it is more likely than not that these assets will not be realized based on recent earnings history for our taxable REIT subsidiaries. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs include fees and costs incurred to obtain financing. Such costs are amortized to interest expense over the terms of the related indebtedness. Interest expense is determined in a manner that approximates the effective interest method in the case of costs associated with mortgage loans, or on a straight line basis in the case of costs associated with our First Lien Revolving Facility and Term Loans (see note 4). Prior to the Financial Restructuring these costs were associated with our previous credit facility and term loan. |
Derivatives | 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 derivative financial instruments. We do not use derivative financial instruments for trading or speculative purposes. Currently, we use interest rate swaps to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs. Derivative financial instruments are recorded on the consolidated balance sheet as assets or liabilities based on the fair value of the instrument. Changes in the fair value of derivative financial instruments are recognized currently in earnings, unless the derivative financial instrument meets the criteria for hedge accounting. If the derivative financial instruments meet the criteria for a cash flow hedge, the gains and losses in the fair value of the instrument are deferred in other comprehensive (loss) income. Gains and losses on a cash flow hedge are reclassified into earnings when the forecasted transaction affects earnings. A contract that is designated as a hedge of an anticipated transaction that is no longer likely to occur is immediately recognized in earnings. The anticipated transaction to be hedged must expose us to interest rate risk, and the hedging instrument must reduce the exposure and meet the requirements for hedge accounting. We must formally designate the instrument as a hedge and document and assess the effectiveness of the hedge at inception and on a quarterly basis. Interest rate hedges that are designated as cash flow hedges are designed to mitigate the risks associated with future cash outflows on debt. 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 hedged forecasted transactions were no longer probable to occur 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 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.” Derivatives not designated as hedges are not speculative and 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 the eleven remaining interest rate 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. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. As of December 31, 2020, we have assessed the significance of the effect of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Operating Partnership Unit Redemptions | Operating Partnership Unit Redemptions Shares issued upon redemption of OP Units are recorded at the book value of the OP Units surrendered. |
Share-Based Compensation Expense | Share-Based Compensation Expense Share based payments to employees and non-employee trustees, including grants of restricted shares and share options, are valued at fair value on the date of grant, and are expensed over the applicable vesting period. |
Earnings Per Share | Earnings Per Share The difference between basic weighted average shares outstanding and diluted weighted average shares outstanding is the dilutive effect of common share equivalents. Common share equivalents consist primarily of shares that are issued under employee share compensation programs and outstanding share options whose exercise price is less than the average market price of our common shares during these periods. |
New Accounting Developments, Lease Accounting Related | New Accounting Developments Lease accounting related In April 2020, the Financial Accounting Standards Board (“FASB”) issued a Staff Question-and-Answer (“Q&A”) to clarify whether lease concessions related to the effects of COVID-19 require the application of the lease modification guidance under ASU 2016-02, Leases (Topic 842) (“ASC 842”). Under ASC 842, we would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant or an enforceable right and obligation within the existing lease. The Q&A allows for the bypass of a lease-by-lease analysis and for us to elect to either apply the lease modification accounting framework or not, to all of the lease concessions we make with similar characteristics and circumstances. The FASB staff suggested that, in the context of the COVID-19 crisis, under ASC 842, leases where the total lease cash flows will remain substantially the same or less than those under the original lease contract after the COVID-19 related effects, a company may choose to forgo the evaluation of the enforceable rights and obligations of the original lease contract. Instead, the company would account for rent concessions, either (a) as if they are part of the enforceable rights and obligations under the existing lease contract. Under this approach, the rent concession would be treated as a variable lease payment (negative), resulting in negative variable rent in the affected period(s); or (b) as a lease modification. Under this approach, the resulting change in lease income will be recognized over the remainder of the post-modification lease term. We applied the practical expedient and recorded negative variable rent, when applicable. This applied where the total amended lease payments were substantially the same as they would have been under the original lease terms. In addition, all abatements granted and recorded using this method must be related to the impact of COVID-19. Abatements that did not meet the above COVID-19 criteria were treated as lease modifications under ASC 842 with the abatement being amortized as a reduction to rental income over the post-modification lease term. |
New Accounting Developments, Other Accounting | Other accounting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) as a Benchmark Interest Rate for Hedge Accounting. Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (“ASC 326”), and subsequently issued amendments to the initial and transitional guidance within ASU 2018-19, ASU 2019-04 and ASU 2019-05. ASU 2016-13 introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments, and will affect our accounting for trade receivables and notes receivable. The adoption of this guidance did not have a material impact on our consolidated financial statements |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |
Summary of Estimated Useful Lives of Assets | The estimated useful lives are as follows: Buildings 20-40 years Land improvements 15 years Furniture/fixtures 3-10 years Tenant improvements Lease term |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the three years ended December 31, 2020 were as follows: Accumulated (in thousands of dollars) Basis Amortization Total Balance, January 1, 2019 $ 6,322 $ (1,073 ) $ 5,249 Goodwill divested — — — Balance, December 31, 2019 6,322 (1,073 ) 5,249 Goodwill divested — — — Balance, December 31, 2020 $ 6,322 $ (1,073 ) $ 5,249 |
Summary of Intangible Assets and Liabilities, Net of Accumulated Amortization | The following table presents our intangible assets and liabilities, net of accumulated amortization, as of December 31, 2020 and 2019: December 31, (in thousands of dollars) 2020 2019 Intangible Assets: Value of lease intangibles, net $ 6,143 $ 8,155 Above-market lease intangibles, net — — Subtotal 6,143 8,155 Goodwill, net 5,249 5,249 Total intangible assets $ 11,392 $ 13,404 Intangible Liabilities Below-market lease intangibles, net $ 134 $ 215 Above-market ground lease — — Total intangible liabilities $ 134 $ 215 |
Summary of Intangible Assets Amortized in Next Five Years | In the normal course of business, our intangible assets will amortize in the next five years and thereafter as follows: (in thousands of dollars) Value of Lease Below Market For the Year Ending December 31, Intangibles Leases, net 2021 $ 1,338 $ (44 ) 2022 1,207 (10 ) 2023 1,205 (10 ) 2024 1,161 (10 ) 2025 319 (10 ) 2026 and thereafter 913 (50 ) Total $ 6,143 $ (134 ) |
Schedule of Capitalized Salaries, Commissions and Benefits, Real Estate Taxes and Interest | The following table summarizes our capitalized salaries, commissions and benefits, real estate taxes and interest for the years ended December 31, 2020 and 2019: For the Year Ended December 31, (in thousands of dollars) 2020 2019 Development/Redevelopment: Salaries and benefits $ 428 $ 1,332 Real estate taxes $ 285 $ 1,057 Interest $ 2,192 $ 7,725 Leasing: Salaries, commissions and benefits $ 150 $ 568 |
Schedule of Distributions Paid to Shareholders | The per share distributions paid to common shareholders had the following components for the years ended December 31, 2020 and 2019: For the Year Ended December 31, 2020 2019 Ordinary income $ — $ — Non-dividend distribution 0.23 0.84 Per-share distributions $ 0.23 $ 0.84 |
Series B, Series C and Series D Preferred Shares [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Schedule of Distributions Paid to Shareholders | The per share distributions paid to Series B, Series C and Series D preferred shareholders had the following components for the years ended December 31, 2020 and 2019: For the Year Ended December 31, 2020 2019 Series B Preferred Share Dividends Ordinary income $ — $ — Non-dividend distributions 0.92 1.84 $ 0.92 $ 1.84 Series C Preferred Share Dividends Ordinary income $ — $ — Non-dividend distributions 0.90 1.80 $ 0.90 $ 1.80 Series D Preferred Share Dividends Ordinary income $ — $ — Non-dividend distributions 0.86 1.72 $ 0.86 $ 1.72 |
Real Estate Activities (Tables)
Real Estate Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in real estate as of December 31, 2020 and 2019 were comprised of the following: December 31, (in thousands of dollars) 2020 2019 Buildings, improvements and construction in progress $ 2,757,234 $ 2,753,039 Land, including land held for development 463,103 457,887 Total investments in real estate 3,220,337 3,210,926 Accumulated depreciation (1,308,427 ) (1,202,722 ) Net investments in real estate $ 1,911,910 $ 2,008,204 |
Impairment of Assets | During the year ended December 31, 2019, we recorded asset impairment losses of $5.0 million, which are recorded in “Impairment of assets” in the consolidated statements of operations. We did not record any asset impairment losses during the year ended December 31, 2020. The assets that incurred impairment losses and the amount of such losses are as follows: For the Year Ended December 31, (in thousands of dollars) 2019 Gainesville land $ 1,464 Woodland Mall 2,098 Valley View Mall 1,408 Other 47 Total Impairment of Assets $ 5,017 |
Summary of Capitalized Construction and Development Information | The following table summarizes certain capitalized construction and development information for our consolidated properties as of December 31, 2020 and 2019: December 31, (in thousands of dollars) 2020 2019 Construction in progress $ 46,285 $ 106,011 Land held for development 5,516 5,881 Deferred costs and other assets 4,197 7,274 Total capitalized construction and development activities $ 55,998 $ 119,166 |
Investments in Partnerships (Ta
Investments in Partnerships (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Equity Investments | The following table presents summarized financial information of our equity investments in unconsolidated partnerships as of December 31, 2020 and 2019: December 31, (in thousands of dollars) 2020 2019 ASSETS: Investments in real estate, at cost: Operating properties $ 824,328 $ 883,530 Construction in progress 20,632 251,029 Total investments in real estate 844,960 1,134,559 Accumulated depreciation (224,641 ) (229,877 ) Net investments in real estate 620,319 904,682 Cash and cash equivalents 28,060 34,766 Deferred costs and other assets, net 161,465 43,476 Total assets 809,844 982,924 LIABILITIES AND PARTNERS’ INVESTMENT: Mortgage loans payable, net 491,119 499,057 FDP Term Loan, net 201,000 299,091 Partnership Loan 100,000 — Other liabilities 132,715 79,166 Total liabilities 924,834 877,314 Net investment (114,990 ) 105,610 Partners’ share (59,080 ) 50,997 PREIT’s share (55,910 ) 54,613 Excess investment (1) 6,390 17,464 Net investments and advances $ (49,520 ) $ 72,077 Investment in partnerships, at equity $ 27,066 $ 159,993 Distributions in excess of partnership investments (76,586 ) (87,916 ) Net investments and advances $ (49,520 ) $ 72,077 (1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in (loss) income of partnerships.” |
Summary of Share of Equity in (Loss) Income of Partnerships | The following table summarizes our share of equity in (loss) income of partnerships for the years ended December 31, 2020 and 2019: For the Year Ended December 31, (in thousands of dollars) 2020 2019 Real estate revenue $ 101,762 $ 99,580 Expenses: Property operating and other expenses (48,285 ) (34,955 ) Interest expense (27,665 ) (23,272 ) Depreciation and amortization (34,947 ) (21,942 ) Total expenses (110,897 ) (80,169 ) Net (loss) income (9,135 ) 19,411 Less: Partners’ share 4,186 (10,768 ) PREIT’s share (4,949 ) 8,643 Amortization of excess investment (595 ) (354 ) Equity in (loss) income of partnerships $ (5,544 ) $ 8,289 |
Schedule of Assets and Liabilities of Unconsolidated Joint Venture | The table below includes the total assets and liabilities of the unconsolidated joint venture as of the December 10, 2020 remeasurement date. Our maximum exposure to losses indicated below is limited to the extent of our investment, which is a 50% ownership. Unconsolidated joint venture assets $ 401,655 Unconsolidated joint venture liabilities 363,393 Unconsolidated joint venture net assets $ 38,262 Equity interest in joint venture (based on 50% ownership) $ 19,131 Equity interests on the consolidated balance sheets (1) $ 16,261 Maximum risk of loss $ 16,261 (1) Amount shown is net of a 15% discount for non-controlling interest ownership In connection with the December 10, 2020 remeasurement of assets of FDP, the joint venture recognized a loss on remeasurement of assets of which our share was $145.7 million and we recorded $2.8 million of other than temporary impairment on the fair value of our non-controlling ownership interest in the joint venture. These amounts are included in loss on remeasurement of assets by equity method investee in our consolidated statement of operations. |
Schedule of Principal Payments Based On Respective Partnership Interest | Our proportionate share, based on our respective partnership interest, of principal payments due in the next five years and thereafter is as follows: Company’s Proportionate Share (in thousands of dollars) For the Year Ending December 31, Principal Amortization Balloon Payments Total Property Total 2021 $ 4,216 $ 41,170 $ 45,386 $ 92,302 2022 3,738 21,500 25,238 93,476 2023 3,620 33,502 37,122 74,244 2024 2,886 — 2,886 5,772 2025 2,828 26,299 29,127 58,253 2026 and thereafter 4,386 79,788 84,174 168,348 Total principal payments $ 21,674 $ 202,259 $ 223,933 492,395 Less: Unamortized debt issuance costs 1,276 Carrying value of mortgage notes payable $ 491,119 |
Financing Activity (Tables)
Financing Activity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate Properties [Line Items] | |
Schedule Of Credit Facility Interest Expense and Deferred Financing Fee Amortization | Interest expense and deferred financing fee amortization related to the Credit Agreements, 2018 Credit Agreement, 7-Year Term Loan and the Bridge Credit Agreement for the years ended December 31, 2020 and 2019 were as follows: For the Year Ended December 31, (in thousands of dollars) 2020 2019 Revolving Facilities: Interest expense (1) $10,713 $7,526 Deferred financing amortization (2) 1,112 1,097 Term Loans: Interest expense (3) 32,167 20,922 Deferred financing amortization (4) 1,907 760 |
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 December 31, 2020 and 2019 are as follows: 2020 2019 (in millions of dollars) Carrying Value Fair Value Carrying Value Fair Value Consolidated mortgage loans (1) $ 885.5 $ 873.2 $ 899.8 $ 873.9 (1) The carrying value of consolidated mortgage loans has been reduced by unamortized debt issuance costs of $1.0 million and $1.8 million as of December 31, 2020 and 2019, respectively. |
Consolidated Properties | |
Real Estate Properties [Line Items] | |
Timing of Principal Payments and Terms of Mortgage Loans | The following table outlines the timing of principal payments and balloon payments pursuant to the terms of our consolidated mortgage loans of our consolidated properties as of December 31, 2020: (in thousands of dollars) For the Year Ending December 31, Principal Amortization Balloon Payments Total 2021 $ 17,576 $ 216,418 (1) (2) $ 233,994 2022 13,652 355,989 369,641 2023 6,398 53,299 59,697 2024 6,405 — 6,405 2025 4,406 211,345 215,751 2026 and thereafter — — — Total principal payments $ 48,437 $ 837,051 885,488 Less: Unamortized debt issuance costs 985 Carrying value of mortgage notes payable $ 884,503 (1) Our mortgage secured by Valley View Mall was in default as of December 31, 2020. The property conveyance process is not complete as of December 31, 2020. The $27.2 million mortgage balance is included in our 2021 balloon payments. (2) On February 8, 2021, we entered into an amendment to extend the maturity of our mortgage secured by Woodland Mall to December 2021, including an option to extend the maturity by one year to December 2022 if certain criteria are met. The $122.0 million mortgage balance is included in our 2021 balloon payments. |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 and 2019. December 31, (in thousands of dollars) 2020 2019 Cash and cash equivalents $ 43,309 $ 12,211 Restricted cash included in other assets 7,922 7,417 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 51,231 $ 19,628 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 and 2019 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 December 31, 2020 (in millions of dollars) Aggregate Fair Value at December 31, 2020 (1) (in millions of dollars) Aggregate Fair Value at December 31, 2019 (1) (in millions of dollars) Weighted Average Interest Rate Derivatives in Cash Flow Hedging Relationships Interest rate Swaps 2020 N/A N/A $ 0.2 N/A 2021 $ 229.7 $ (3.0 ) (1.4 ) 2.04 % 2022 — — — — 2023 300.0 (17.2 ) (7.3 ) 2.70 % Forward Starting Swaps 2023 — — (3.4 ) — Non-designated Hedges Interest Rate Swaps 2021 264.3 (3.1 ) 1.57 % Total $ 794.0 $ (23.3 ) $ (11.9 ) 2.13 % (1) As of December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019: Year Ended December 31, Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense (in millions of dollars) 2020 2019 2020 2019 Derivatives in Cash Flow Hedging Relationships Interest rate products $ (21.6 ) $ (15.8 ) $ 10.4 (1) $ (3.1 ) (1) Includes $2.8 million of accelerated reclassification of a portion of amounts in other comprehensive (loss) income to earnings. Year Ended December 31, (in millions of dollars) 2020 2019 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (84.3 ) $ (64.0 ) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense $ 10.4 $ (3.1 ) |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Status of Unvested Restricted Shares and Changes | A summary of the status of our unvested restricted shares as of December 31, 2020 and changes during the years ended December 31, 2020 and 2019 is presented below: Shares Weighted Average Grant Date Fair Value January 1, 2019 621,398 $ 13.29 Shares granted 798,370 7.04 Shares vested (349,533 ) 13.14 Shares forfeited (131,971 ) 8.75 December 31, 2019 938,264 8.67 Shares granted 1,706,624 3.22 Shares vested (474,376 ) 3.24 Shares forfeited (93,791 ) 4.96 December 31, 2020 2,076,721 $ 5.60 |
Assumptions Used in Monte Carlo Simulations Used to Determine Aggregate Fair Values | The table also sets forth the assumptions used in the Monte Carlo simulations used to determine the aggregate fair values of the RSU awards in 2020 and 2019 by grant date: (dollars in thousands, except per share data) RSUs and assumptions by Grant Date Grant Date: February 24, 2020 January 29, 2019 Measurement Basis: Core Mall Non-Anchor Occupancy Fixed Charge Coverage Ratio Absolute TSR RSUs Relative TSR RSUs RSUs granted 354,972 354,972 210,193 210,193 Aggregate fair value of shares granted $ 1,217 $ 1,217 $ 1,550 $ 1,890 Weighted average fair value per share $ 3.43 $ 3.43 $ 7.38 $ 8.99 Volatility 53.0 % 53.0 % 40.3 % 40.3 % Risk free interest rate 1.35 % 1.35 % 2.58 % 2.58 % |
Time Based Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Future Compensation Expense | We will record future compensation expense in connection with the vesting of existing time based restricted share awards to employees and non-employee trustees as follows: Future Compensation Expense (in thousands of dollars) For the Year Ending December 31, Employees Non-Employee Trustees Total 2021 $ 2,566 $ 269 $ 2,835 2022 1,287 — 1,287 2023 141 — 141 Total $ 3,994 $ 269 $ 4,263 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | The following table presents additional information pertaining to the Company’s leases: For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 (in thousands of dollars) Solar Panel Leases Ground Leases Office, equipment, and vehicle leases Total Solar Panel Leases Ground Leases Office, equipment, and vehicle leases Total Finance lease cost: Amortization of right-of-use assets $ 823 $ — $ — $ 823 $ 750 $ — $ — $ 750 Interest on lease liabilities 280 — — 280 294 — — 294 Operating lease costs — 1,746 1,279 3,025 — 1,583 1,932 3,515 Variable lease costs — 173 191 364 — 165 457 622 Total lease costs $ 1,103 $ 1,919 $ 1,470 $ 4,492 $ 1,044 $ 1,748 $ 2,389 $ 5,181 |
Supplemental Cash Flows and Terms | Other information related to leases as of and for the years ended December 31, 2020 and 2019 are as follows: (dollars in thousands) 2020 2019 Cash paid for the amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 272 $ 294 Operating cash flows used for operating leases $ 2,106 $ 2,205 Financing cash flows used for finance leases $ 717 $ 632 Weighted average remaining lease term-finance leases (months) 86 99 Weighted average remaining lease term-operating leases (months) 298 306 Weighted average discount rate-finance leases 4.35 % 4.42 % Weighted average discount rate-operating leases 6.44 % 6.42 % |
Future Minimum Payments Against Lease Liabilities Maturity | Future payments against lease liabilities as of December 31, 2020 are as follows: (in thousands of dollars) Finance leases Operating leases Total 2021 $ 990 $ 2,566 $ 3,655 2022 988 2,554 3,463 2023 983 2,514 3,410 2024 949 2,429 3,298 2025 929 2,341 3,270 Thereafter 2,072 51,138 53,210 Total undiscounted lease payments 6,911 63,542 70,306 Less imputed interest (983 ) (33,417 ) (34,400 ) Total lease liabilities $ 5,928 $ 30,125 $ 35,906 |
Lessor, Operating Lease, Payments to be Received, Maturity | As of December 31, 2020, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancellable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. (in thousands of dollars) For the Year Ending December 31, 2021 $ 190,895 2022 170,015 2023 150,139 2024 128,176 2025 102,161 2026 and thereafter 287,059 $ 1,028,445 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Nature of Operations (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019shares | Dec. 31, 2020USD ($)PropertyStatesubsidiarySegment$ / sharesshares | |
Real Estate Properties [Line Items] | ||
Number of real estate properties | 26 | |
Number of states in which entity operates | State | 9 | |
OP Units redeemed (in units) | shares | 6,250,000 | |
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 | |
Limited partners' capital account, units outstanding (in shares) | shares | 1,975,928 | |
Number of subsidiaries | subsidiary | 2 | |
Number of reportable segments | Segment | 1 | |
Percentage of consolidated revenue having no single tenant | 10.00% | |
PREIT Associates, L.P. - Operating Partnership | ||
Real Estate Properties [Line Items] | ||
Interest in the Operating Partnership | 97.50% | |
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 | 5 | |
Development Properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 1 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Partnership Investments (Details) | Dec. 31, 2020 |
Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Partnership investment, ownership interest | 25.00% |
Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Partnership investment, ownership interest | 50.00% |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Revenue and Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Revenue from tenant rent and other tenant-related activities | 95.00% | |
Straight line rent adjustments | $ 2,000 | $ 5,200 |
Straight-line rent receivable | 29,800 | 30,400 |
Deferred marketing reimbursement income | 400 | 200 |
Marketing revenue | 2,900 | 4,100 |
Property management fee revenue | 500 | 500 |
Development fee revenue | $ 700 | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Development fee revenue | $ 10 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |
Tenant improvements | Lease term |
Buildings | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 20 years |
Buildings | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 40 years |
Land improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 15 years |
Furniture/fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture/fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 10 years |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2001 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 5,249 | $ 5,249 | $ 5,249 | |
Amortization of intangible assets | $ 1,100 | |||
Increase in revenue | 261,823 | 336,792 | ||
Value of in-place lease intangibles | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 2,000 | 3,300 | ||
Above/(Below) Market Leases | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Increase in revenue | 100 | $ 100 | ||
Three Equity Method Investees | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 1,500 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Basis, Balance, beginning of period | $ 6,322 | $ 6,322 |
Basis, Changes in Goodwill | 0 | 0 |
Basis, Balance, end of period | 6,322 | 6,322 |
Accumulated Amortization, Balance, beginning of period | (1,073) | (1,073) |
Accumulated Amortization, Changes in Goodwill | 0 | 0 |
Accumulated Amortization, Balance, end of period | (1,073) | (1,073) |
Goodwill | 5,249 | 5,249 |
Changes in Goodwill | 0 | 0 |
Goodwill | $ 5,249 | $ 5,249 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Summary of Intangible Assets and Liabilities, Net of Accumulated Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets [Line Items] | |||
Subtotal | $ 6,143 | $ 8,155 | |
Goodwill | 5,249 | 5,249 | $ 5,249 |
Total intangible assets | 11,392 | 13,404 | |
Below-market lease intangibles, net | 134 | 215 | |
Total intangible liabilities | 134 | 215 | |
Value of in-place lease intangibles | |||
Goodwill And Intangible Assets [Line Items] | |||
Subtotal | $ 6,143 | $ 8,155 |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - Summary of Intangible Assets Amortized in Next Five Years (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill And Intangible Assets [Line Items] | |
Below Market Leases, net, 2021 | $ (44) |
Below Market Leases, net, 2022 | (10) |
Below Market Leases, net, 2023 | (10) |
Below Market Leases, net, 2024 | (10) |
Below Market Leases, net, 2025 | (10) |
Below Market Leases, net, 2026 and thereafter | (50) |
Below Market Leases, net, Total | (134) |
Value of in-place lease intangibles | |
Goodwill And Intangible Assets [Line Items] | |
Intangibles, 2021 | 1,338 |
Intangibles, 2022 | 1,207 |
Intangibles, 2023 | 1,205 |
Intangibles, 2024 | 1,161 |
Intangibles, 2025 | 319 |
Intangibles, 2026 and thereafter | 913 |
Intangibles. Total | $ 6,143 |
Organization and Summary of _12
Organization and Summary of Significant Accounting Policies - Assets Classified as Held for Sale (Details) - Property | Dec. 31, 2020 | Dec. 31, 2019 |
Land Parcels and Outparcels | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 13 | |
Hotel Land Parcels | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Number of properties held for sale | 2 | 2 |
Organization and Summary of _13
Organization and Summary of Significant Accounting Policies - Schedule of Capitalized Salaries, Commissions and Benefits, Real Estate Taxes and Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Salaries and benefits | $ 428 | $ 1,332 |
Real estate taxes | 285 | 1,057 |
Interest | 2,192 | 7,725 |
Salaries, commissions and benefits | $ 150 | $ 568 |
Organization and Summary of _14
Organization and Summary of Significant Accounting Policies - Schedule of Distributions Paid to Shareholders (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Component Of Operating Cost And Expense [Line Items] | ||
Non-dividend distributions | $ 0.23 | $ 0.84 |
Per-share distributions | 0.23 | 0.84 |
Series B Preferred Stock | ||
Component Of Operating Cost And Expense [Line Items] | ||
Non-dividend distributions | 0.92 | 1.84 |
Per-share distributions | 0.92 | 1.84 |
Series C Preferred Stock | ||
Component Of Operating Cost And Expense [Line Items] | ||
Non-dividend distributions | 0.90 | 1.80 |
Per-share distributions | 0.90 | 1.80 |
Series D Preferred Stock | ||
Component Of Operating Cost And Expense [Line Items] | ||
Non-dividend distributions | 0.86 | 1.72 |
Per-share distributions | $ 0.86 | $ 1.72 |
Organization and Summary of _15
Organization and Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Net deferred tax assets | $ 10,600,000 | $ 14,300,000 |
Organization and Summary of _16
Organization and Summary of Significant Accounting Policies - Derivatives (Details) $ in Millions | Dec. 22, 2020USD ($)DerivativeInstrument | Dec. 10, 2020USD ($)DerivativeInstrument | Dec. 31, 2020USD ($)DerivativeInstrument | Dec. 31, 2020USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Number of designated interest rate swaps from cash flow hedges | DerivativeInstrument | 9 | |||
Derivative, notional amount | $ | $ 794 | $ 794 | ||
Number of interest rate swaps from cash flow hedges not re-designated | DerivativeInstrument | 11 | |||
Loss recorded within interest expense due to reclassification of amounts in other comprehensive (loss) income to earnings | $ | $ 2.8 | |||
Credit Agreements | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Debt instrument, payment terms | 2 years | |||
Credit Agreements | Term Loans | ||||
Derivative Instruments, Gain (Loss) [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 | $ | $ 2.8 | |||
Number of voluntarily de-designated interest rate swaps from cash flow hedges | DerivativeInstrument | 13 | |||
Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, notional amount | $ | $ 375 | $ 529.7 | $ 529.7 |
Organization and Summary of _17
Organization and Summary of Significant Accounting Policies - Other Accounting (Details) | Dec. 31, 2020 |
Accounting Standards Update 2018-16 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle accounting standards update adopted | true |
Change in accounting principle accounting standards update adoption date | Jan. 1, 2019 |
Change in accounting principle accounting standards update immaterial effect | true |
Accounting Standards Update 2016-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle accounting standards update adopted | true |
Change in accounting principle accounting standards update adoption date | Jan. 1, 2020 |
Change in accounting principle accounting standards update immaterial effect | true |
Real Estate Activities - Invest
Real Estate Activities - Investments in Real Estate (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate [Abstract] | ||
Buildings, improvements and construction in progress | $ 2,757,234 | $ 2,753,039 |
Land, including land held for development | 463,103 | 457,887 |
Total investments in real estate | 3,220,337 | 3,210,926 |
Accumulated depreciation | (1,308,427) | (1,202,722) |
Net investments in real estate | $ 1,911,910 | $ 2,008,204 |
Real Estate Activities - Impair
Real Estate Activities - Impairments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($)Property | Feb. 28, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2016USD ($) | |
Real Estate Properties [Line Items] | |||||||
Impairment of asset | $ 0 | $ 5,017 | |||||
Number of real estate properties sold | Property | 14 | ||||||
Sale of properties | $ 29,900 | ||||||
Gains (losses) on sales of investment real estate | 11,444 | 2,744 | |||||
Cash proceeds from sale of mortgage | $ 0 | 8,000 | |||||
Woodland Mall | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment of asset | $ 600 | 2,098 | |||||
Sale of properties | 5,100 | ||||||
Woodland Mall | Grand Rapids, Michigan | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment of asset | $ 1,500 | ||||||
Gainesville Land | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment of asset | $ 1,500 | 1,464 | |||||
Sale of properties | 10,000 | 5,000 | |||||
Gainesville Land | Maximum | |||||||
Real Estate Properties [Line Items] | |||||||
Gain (Loss) on sale of properties | 100 | ||||||
Gainesville Land | Florida | |||||||
Real Estate Properties [Line Items] | |||||||
Sale of properties | $ 15,000 | ||||||
Valley View Mall | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment of asset | $ 1,408 | ||||||
Capitalization rate | 13.20% | ||||||
Valley View Mall | Wisconsin | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment of asset | $ 1,400 | ||||||
Real estate properties impairment holding period | 1 year | ||||||
Wiregrass Loan Receivable | |||||||
Real Estate Properties [Line Items] | |||||||
Mortgage note received | $ 17,000 | ||||||
Fixed interest rate | 6.00% | ||||||
Interest income on mortgage note received | $ 200 | ||||||
Cash proceeds from sale of mortgage | $ 8,000 | ||||||
Capital City Mall and Magnolia Mall | |||||||
Real Estate Properties [Line Items] | |||||||
Disposal group, consideration | $ 5,200 | 5,200 | |||||
Gains (losses) on sales of investment real estate | $ 2,700 |
Real Estate Activities - Impa_2
Real Estate Activities - Impairment of Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment Of Assets [Line Items] | ||||
Total Impairment of Assets | $ 0 | $ 5,017 | ||
Gainesville Land | ||||
Impairment Of Assets [Line Items] | ||||
Total Impairment of Assets | $ 1,500 | 1,464 | ||
Woodland Mall | ||||
Impairment Of Assets [Line Items] | ||||
Total Impairment of Assets | $ 600 | 2,098 | ||
Valley View Mall | ||||
Impairment Of Assets [Line Items] | ||||
Total Impairment of Assets | 1,408 | |||
Other | ||||
Impairment Of Assets [Line Items] | ||||
Total Impairment of Assets | $ 47 |
Real Estate Activities - Dispos
Real Estate Activities - Dispositions (Details) $ in Thousands | Sep. 26, 2019USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($)Property | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Mortgage loans payable, net | $ 899,753 | $ 884,503 | $ 899,753 | |||||
Gain on derecognition of property | 8,127 | 0 | ||||||
Number of real estate properties sold | Property | 14 | |||||||
Sale of properties | $ 29,900 | |||||||
Gains (losses) on sales of investment real estate | 11,444 | 2,744 | ||||||
Impairment losses | 0 | 5,017 | ||||||
Gain on debt extinguishment, net | (1,487) | 24,859 | ||||||
Capital City Mall and Magnolia Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 5,200 | 5,200 | ||||||
Gains (losses) on sales of investment real estate | 2,700 | |||||||
Woodland Mall and Magnolia Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gains (losses) on sales of investment real estate | $ 1,900 | |||||||
Magnolia Mall, Valley Mall and Jacksonville Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | $ 14,400 | |||||||
Gains (losses) on sales of investment real estate | 9,300 | |||||||
Undeveloped Land Parcel, Gainesville, Florida | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 10,000 | $ 15,000 | 10,000 | |||||
Gains (losses) on sales of investment real estate | (1,500) | |||||||
Proceeds from sale of real estate | $ 5,000 | |||||||
Undeveloped Land Parcel, New Garden township, Pennsylvania | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 11,000 | 11,000 | ||||||
Gains (losses) on sales of investment real estate | 200 | |||||||
Proceeds from sale of real estate | 8,250 | |||||||
Contingent liability | 1,250 | 1,250 | ||||||
Undeveloped Land Parcel, New Garden township, Pennsylvania | Preferred Stock | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration transferred, equity instruments | 2,750 | |||||||
Whole Foods Store Adjacent To Exton Square Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 22,100 | 22,100 | ||||||
Gains (losses) on sales of investment real estate | 1,300 | |||||||
Valley View Mall In La Crosse Wisconsin | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 1,400 | 1,400 | ||||||
Gains (losses) on sales of investment real estate | 1,200 | |||||||
Land Parcel | Hotel Development | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 2,500 | |||||||
Land Parcel | Multifamily Development | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, consideration | 87,200 | |||||||
Land | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Sale of land | 600 | |||||||
Gain on sale of land | 200 | |||||||
Valley View Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Impairment losses | 1,408 | |||||||
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 | |||||||
Valley View Mall | Mortgage Loan | Commercial Real Estate | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Mortgage loans payable, net | $ 27,300 | $ 27,200 | ||||||
Woodland Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Sale of properties | $ 5,100 | |||||||
Impairment losses | $ 600 | 2,098 | ||||||
Magnolia Mall | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Sale of properties | $ 2,900 | |||||||
Wyoming Valley Mall | Mortgage Loan | Commercial Real Estate | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Debt default, amount | $ 72,800 | |||||||
Impairment losses | 32,200 | |||||||
Written off remaining carrying value of property | 43,200 | |||||||
Gain on debt extinguishment, net | $ 29,600 | $ 29,600 |
Real Estate Activities - Capita
Real Estate Activities - Capitalized Construction And Development Information For Our Consolidated Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate Capitalized Costs [Line Items] | ||
Construction in progress | $ 46,285 | $ 106,011 |
Land held for development | 5,516 | 5,881 |
Deferred costs and other assets, net | 127,593 | 103,688 |
Capitalized Construction and Development Activities | ||
Real Estate Capitalized Costs [Line Items] | ||
Construction in progress | 46,285 | 106,011 |
Land held for development | 5,516 | 5,881 |
Deferred costs and other assets, net | 4,197 | 7,274 |
Total capitalized construction and development activities | $ 55,998 | $ 119,166 |
Investments in Partnerships - S
Investments in Partnerships - Summary of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Investments in real estate, at cost: | ||
Operating properties | $ 824,328 | $ 883,530 |
Construction in progress | 20,632 | 251,029 |
Total investments in real estate | 844,960 | 1,134,559 |
Accumulated depreciation | (224,641) | (229,877) |
Net investments in real estate | 620,319 | 904,682 |
Cash and cash equivalents | 28,060 | 34,766 |
Deferred costs and other assets, net | 161,465 | 43,476 |
Total assets | 809,844 | 982,924 |
LIABILITIES AND PARTNERS’ INVESTMENT: | ||
Mortgage loans payable, net | 491,119 | 499,057 |
FDP Term Loan, net | 201,000 | 299,091 |
Partnership Loan | 100,000 | |
Other liabilities | 132,715 | 79,166 |
Total liabilities | 924,834 | 877,314 |
Net investment | (114,990) | 105,610 |
Partners’ share | (59,080) | 50,997 |
PREIT’s share | (55,910) | 54,613 |
Excess investment | 6,390 | 17,464 |
Net investments and advances | (49,520) | 72,077 |
Investment in partnerships, at equity | 27,066 | 159,993 |
Distributions in excess of partnership investments | $ (76,586) | $ (87,916) |
Investments in Partnerships -_2
Investments in Partnerships - Summary of Share of Equity in Income of Partnerships (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | ||
Real estate revenue | $ 101,762 | $ 99,580 |
Expenses: | ||
Property operating and other expenses | (48,285) | (34,955) |
Interest expense | (27,665) | (23,272) |
Depreciation and amortization | (34,947) | (21,942) |
Total expenses | (110,897) | (80,169) |
Net (loss) income | (9,135) | 19,411 |
Less: Partners’ share | 4,186 | (10,768) |
PREIT’s share | (4,949) | 8,643 |
Amortization of excess investment | (595) | (354) |
Equity in (loss) income of partnerships | $ (5,544) | $ 8,289 |
Investments in Partnerships - D
Investments in Partnerships - Dispositions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gains (losses) on sales of investment real estate | $ 11,444 | $ 2,744 | |
Partnership Interest | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership percentage | 25.00% | ||
Undeveloped Land Parcel Adjacent To Gloucester Premium Outlets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gains (losses) on sales of investment real estate | $ 600 | ||
Undeveloped Land Parcel Adjacent To Gloucester Premium Outlets | Partnership Interest | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from real estate and real estate joint ventures | 3,800 | ||
Gains (losses) on sales of investment real estate | $ 2,300 |
Investments in Partnerships - F
Investments in Partnerships - FDP Loan Agreement (Details) - USD ($) $ in Thousands | Dec. 10, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | Jan. 31, 2018 |
Schedule Of Equity Method Investments [Line Items] | ||||||
Distribution of financing proceeds from equity method investee | $ 0 | $ 25,000 | ||||
FDP Loan Agreement | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Long-term debt | $ 350,000 | $ 250,000 | ||||
Proceeds from (Repayments of) Long-term debt and capital securities | $ 51,000 | |||||
Distribution of financing proceeds from equity method investee | $ 25,000 | |||||
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 | $ 50,000 | |||||
FDP Loan Agreement | Federal Funds Rate | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 0.50% | |||||
FDP Loan Agreement | LIBOR Market Index Rate | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 1.00% | |||||
FDP Loan Agreement | LIBOR | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt, variable interest rate | 3.50% | |||||
FDP Loan Agreement | Partnership Loan | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Principal payment | $ 100,000 | |||||
Outstanding principal | $ 301,000 | $ 201,000 | ||||
Accrued interest percentage | 15.00% | |||||
Cash distributions description | 50/50 cash distributions to the Company and its joint venture partner |
Investments in Partnerships -_3
Investments in Partnerships - Summary of Assets and Liabilities of Unconsolidated Joint Venture (Details) - PM Gallery LP $ in Thousands | Dec. 10, 2020USD ($) |
Schedule Of Equity Method Investments [Line Items] | |
Unconsolidated joint venture assets | $ 401,655 |
Unconsolidated joint venture liabilities | 363,393 |
Unconsolidated joint venture net assets | 38,262 |
Equity interest in joint venture (based on 50% ownership) | 19,131 |
Equity interests on the consolidated balance sheets | 16,261 |
Maximum risk of loss | $ 16,261 |
Investments in Partnerships -_4
Investments in Partnerships - Summary of Assets and Liabilities of Unconsolidated Joint Venture (Parenthetical) (Details) - PM Gallery LP $ in Millions | Dec. 10, 2020USD ($) |
Schedule Of Equity Method Investments [Line Items] | |
Ownership percentage | 50.00% |
Net discount for non-controlling interest ownership percentage | 15.00% |
Loss on remeasurement | $ 145.7 |
Other than temporary impairment on fair value of non-controlling ownership interest in joint venture | $ 2.8 |
Investments in Partnerships - M
Investments in Partnerships - Mortgage Loans of Unconsolidated Properties (Details) | 12 Months Ended |
Dec. 31, 2020Property | |
Mortgage Loan | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 3.60% |
Mortgage Loan | Fixed Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 4.09% |
Mortgage Loan | Fixed Interest Rate | Minimum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 3.88% |
Mortgage Loan | Fixed Interest Rate | Maximum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 5.95% |
Mortgage Loan | Variable Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 2.40% |
Unconsolidated Properties | |
Mortgage Loans On Real Estate [Line Items] | |
Number of properties securing mortgage debt | 7 |
Number of fixed rate mortgage loans payable | 5 |
Number of variable rate mortgage loans payable | 2 |
Unconsolidated Properties | Mortgage Loan | |
Mortgage Loans On Real Estate [Line Items] | |
Property under development | 1 |
Mortgage loan due date | 2027 |
Debt Instrument, weighted average interest rate | 4.25% |
Unconsolidated Properties | Mortgage Loan | Fixed Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 4.55% |
Unconsolidated Properties | Mortgage Loan | Fixed Interest Rate | Minimum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 4.06% |
Unconsolidated Properties | Mortgage Loan | Fixed Interest Rate | Maximum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 5.56% |
Unconsolidated Properties | Mortgage Loan | Variable Interest Rate | |
Mortgage Loans On Real Estate [Line Items] | |
Debt Instrument, weighted average interest rate | 1.83% |
Unconsolidated Properties | Mortgage Loan | Variable Interest Rate | Minimum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 1.66% |
Unconsolidated Properties | Mortgage Loan | Variable Interest Rate | Maximum | |
Mortgage Loans On Real Estate [Line Items] | |
Debt instrument, interest rate during period | 3.04% |
Investments in Partnerships -_5
Investments in Partnerships - Schedule of Principal Payments Based On Respective Partnership Interest (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | $ 21,674 | |
Balloon Payments | 202,259 | |
Total | 223,933 | |
Property Total | 492,395 | |
Less: Unamortized debt issuance costs | 1,276 | |
Carrying value of mortgage notes payable | 491,119 | $ 499,057 |
2021 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | 4,216 | |
Balloon Payments | 41,170 | |
Total | 45,386 | |
Property Total | 92,302 | |
2022 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | 3,738 | |
Balloon Payments | 21,500 | |
Total | 25,238 | |
Property Total | 93,476 | |
2023 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | 3,620 | |
Balloon Payments | 33,502 | |
Total | 37,122 | |
Property Total | 74,244 | |
2024 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | 2,886 | |
Balloon Payments | 0 | |
Total | 2,886 | |
Property Total | 5,772 | |
2025 [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | 2,828 | |
Balloon Payments | 26,299 | |
Total | 29,127 | |
Property Total | 58,253 | |
2026 and Thereafter [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Principal Amortization | 4,386 | |
Balloon Payments | 79,788 | |
Total | 84,174 | |
Property Total | $ 168,348 |
Financing Activity - Credit Agr
Financing Activity - Credit Agreements (Details) | Oct. 01, 2021 | Jun. 30, 2021 | Feb. 08, 2021USD ($) | Oct. 31, 2020USD ($) | Oct. 16, 2020USD ($) | Jul. 27, 2020 | Sep. 30, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020Property | Dec. 31, 2020 | Dec. 31, 2020Agreement | Dec. 31, 2020ft² | Dec. 31, 2020Award | Dec. 10, 2020USD ($) | Nov. 01, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Outstanding line of credit | $ 54,830,000 | $ 255,000,000 | ||||||||||||||
Deferred financing costs | 14,072,000 | 95,000 | ||||||||||||||
(Loss) gain on debt extinguishment, net | (1,487,000) | 24,859,000 | ||||||||||||||
Amounts equal to greater than termination or modification of lease | 2,500,000 | |||||||||||||||
Cash and cash equivalents | 43,309,000 | $ 12,211,000 | ||||||||||||||
Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amounts received on behalf of guarantor in consideration of termination or modification of lease. | 3,500,000 | |||||||||||||||
Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Leased premises | ft² | 7,500 | |||||||||||||||
Debt instrument discounted amount | $ 750,000 | |||||||||||||||
Percentage of aggregate contractual base rent | 25.00% | |||||||||||||||
Outstanding obligations | $ 3,500,000 | |||||||||||||||
Unsecured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt issuance costs, line of credit arrangements | $ 13,600,000 | |||||||||||||||
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 Loan | Federal Funds Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 0.50% | |||||||||||||||
Second Lien Credit Agreement Base Rate Loan | LIBOR Market Index Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 1.00% | |||||||||||||||
Second Lien Credit Agreement Base Rate Loan | Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 1.50% | |||||||||||||||
Debt instrument interest rate | 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% | |||||||||||||||
Bridge Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of properties | Property | 12 | |||||||||||||||
Number of malls | Property | 9 | |||||||||||||||
Number of additional parcels | Property | 3 | |||||||||||||||
Debt instrument, maturity date | Oct. 31, 2020 | |||||||||||||||
Prepayment percentage of net cash proceeds from certain capital events | 100.00% | |||||||||||||||
Unused commitments fee percentage | 0.50% | |||||||||||||||
Bridge Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unrestricted cash liquidity | $ 12,500,000 | |||||||||||||||
Bridge Facility Base Rate Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate | 7.00% | |||||||||||||||
Bridge Facility Base Rate Loans | Federal Funds Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 0.50% | |||||||||||||||
Bridge Facility Base Rate Loans | LIBOR Market Index Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 1.00% | |||||||||||||||
Bridge Facility Base Rate Loans | Base Rate | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 2.00% | |||||||||||||||
Bridge Facility L I B O R Loans | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, variable interest rate | 8.00% | |||||||||||||||
Credit Agreements | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of credit agreements | 2 | 3 | ||||||||||||||
Debt instrument maturity period | 2022-12 | |||||||||||||||
Debt instrument, payment terms | 2 years | |||||||||||||||
Number of properties | Property | 12 | |||||||||||||||
Number of malls | Property | 9 | |||||||||||||||
Number of additional parcels | Property | 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 | 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 at maturity, 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 of 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. | |||||||||||||||
Interest and debt expense | $ 5,600,000 | $ 26,800,000 | ||||||||||||||
Reorganization expense | 3,800,000 | |||||||||||||||
Deferred financing costs | 14,100,000 | |||||||||||||||
(Loss) gain on debt extinguishment, net | 900,000 | |||||||||||||||
Accelerated financing fee | 600,000 | |||||||||||||||
Minimum liquidity comprised of unrestricted cash held in certain deposit accounts subject to control agreements | 25,000,000 | |||||||||||||||
Maximum certain other deposit account not subject to control agreement | 5,000,000 | |||||||||||||||
Maximum cash not retain in property level accounts held by subsidiaries | $ 6,500,000 | |||||||||||||||
Required Percentage of net proceeds from debt issuance to outstanding debt for voluntary and mandatory prepayment of debt | 100.00% | |||||||||||||||
Required percentage of net proceeds from equity issuance to outstanding debt for voluntary and mandatory prepayment of debt | 50.00% | |||||||||||||||
Required percentage of net other proceeds along with proceeds equity issuance to outstanding debt for voluntary and mandatory prepayment of debt | 50.00% | |||||||||||||||
Required percentage of net proceeds from asset disposition to outstanding debt for voluntary and mandatory prepayment of debt or designated collateral proceeds account | 70.00% | |||||||||||||||
Required percentage of net other proceeds along with asset disposition to outstanding debt for voluntary and mandatory prepayment of debt | 30.00% | |||||||||||||||
Required percentage of net proceeds from insurance to outstanding debt for voluntary and mandatory prepayment of debt | 100.00% | |||||||||||||||
Required percentage of net proceeds from sale of property to sale value for voluntary and mandatory prepayment of debt | 100.00% | |||||||||||||||
Required percentage of property appraisal to property value for voluntary and mandatory prepayment of debt | 110.00% | |||||||||||||||
Required percentage of net proceeds from non-income producing parcel for voluntary and mandatory prepayment of debt or designated collateral proceeds account | 100.00% | |||||||||||||||
Required percentage of net proceeds from non-income producing parcel for voluntary and mandatory prepayment of debt description | in the event a non-income producing parcel is released, 70% of net cash proceeds (with the other 30% required to either (i) prepay loans (under the First Lien Credit Agreement, the revolving loans) or (ii) be deposited into a designated collateral proceeds account) | |||||||||||||||
Percentage of remaining cash proceeds to be used for second lien in excess of first lien credit | 100.00% | |||||||||||||||
Maximum senior debt yield percentage for prepayment of debt | 12.06% | |||||||||||||||
Maximum liquidity to request for disbursement of funds in collateral | $ 12,500,000 | |||||||||||||||
Mandatory repayment of debt in event of minimum requirement of unrestricted cash or cash equivalents exceeds | 40,000,000 | |||||||||||||||
Minimum amount of indebtedness to consider failure to pay | 25,000,000 | |||||||||||||||
Minimum amount of non-recourse indebtedness to consider failure to pay | $ 250,000,000 | |||||||||||||||
Credit Agreements | Property With Average Sales Of More Than $500 Per Square Foot | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Covenant compliance, capitalization rate | 6.50% | |||||||||||||||
Credit Agreements | Property Other Than With Average Sales Of $500 Per Square Foot | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Covenant compliance, capitalization rate | 7.50% | |||||||||||||||
Credit Agreements | Guarantor Subsidiaries or Non-Guarantor Subsidiaries | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Required Percentage of net proceeds from debt issuance to outstanding debt for voluntary and mandatory prepayment of debt | 100.00% | |||||||||||||||
Required percentage of net proceeds from equity issuance to outstanding debt for voluntary and mandatory prepayment of debt | 50.00% | |||||||||||||||
Required percentage of net proceeds from asset disposition to outstanding debt for voluntary and mandatory prepayment of debt or designated collateral proceeds account | 70.00% | |||||||||||||||
Required percentage of net proceeds from insurance to outstanding debt for voluntary and mandatory prepayment of debt | 100.00% | |||||||||||||||
Credit Agreements | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of minimum corporate debt yield | 7.25% | 6.50% | ||||||||||||||
Percentage of minimum senior debt yield | 11.35% | |||||||||||||||
Credit Agreements | General and Administrative Expense | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Deferred financing costs | $ 8,000,000 | |||||||||||||||
Credit Agreements | First Lien Revolving Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Outstanding line of credit | 54,800,000 | |||||||||||||||
Remaining borrowing capacity | $ 75,200,000 | |||||||||||||||
Credit Agreements | Term Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, payment terms | 7 years | |||||||||||||||
Outstanding borrowings | $ 922,100,000 | $ 590,000,000 | ||||||||||||||
Long-term debt | 922,100,000 | 590,000,000 | ||||||||||||||
Principal amortization payments | 909,000 | |||||||||||||||
Credit Agreements | 2018 Revolving Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing | $ 375,000,000 | |||||||||||||||
Debt instrument, payment terms | 7 years | |||||||||||||||
Outstanding line of credit | 375,000,000 | |||||||||||||||
Facility fee percentage | 0.35% | |||||||||||||||
Prepayment percentage of net cash proceeds from certain capital events | 54.55% | |||||||||||||||
Applicable percentage repayment of outstanding amount provided net proceeds from capital exceeds one fifty million | 50.00% | |||||||||||||||
Remaining percentage repayment of outstanding amount provided net proceeds from capital exceeds one fifty million | 50.00% | |||||||||||||||
Remaining percentage of net cash proceeds from certain capital events | 45.45% | |||||||||||||||
Credit agreement, frequency of periodic payment | monthly | |||||||||||||||
Principal amortization payments | $ 1,090,000 | |||||||||||||||
Credit Agreements | 2018 Revolving Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net cash proceeds from capital events | 150,000,000 | |||||||||||||||
Cash and cash equivalents | 50,000,000 | |||||||||||||||
Credit Agreements | A2018 Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing | 300,000,000 | |||||||||||||||
Credit Agreements | A2014 Seven Year Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing | 250,000,000 | |||||||||||||||
Credit Agreements | Bridge Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing | $ 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 | |||||||||||||||
Increase in aggregate amount of commitments | $ 25,000,000 | 25,000,000 | ||||||||||||||
Proceeds from line of credit | 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 | |||||||||||||||
Bridge Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan agreement entered date | Aug. 11, 2020 | |||||||||||||||
7-Year Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan agreement entered date | Jan. 8, 2014 | |||||||||||||||
Debt instrument, payment terms | 7 years | |||||||||||||||
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] | ||||||||||||||||
Debt instrument, payment terms | 7 years | |||||||||||||||
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 must 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 must 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] | ||||||||||||||||
Principal amount of loans outstanding | $ 535,200,000 | |||||||||||||||
First Amendment | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument waiver of default interest | $ 5,300,000 |
Financing Activity - Interest E
Financing Activity - Interest Expense and Deferred Financing Amortization (Details) - Credit Agreements, 7-Year Term Loan and Bridge Facility - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
2018 Revolving Facility | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 10,713 | $ 7,526 |
Deferred financing amortization | 1,112 | 1,097 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Interest expense | 32,167 | 20,922 |
Deferred financing amortization | $ 1,907 | $ 760 |
Financing Activity - Interest_2
Financing Activity - Interest Expense and Deferred Financing Amortization (Parenthetical) (Details) - Credit Agreements, 7-Year Term Loan and Bridge Facility $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
First Lien Revolving Facility | |
Debt Instrument [Line Items] | |
Interest expense | $ 0.1 |
Deferred financing amortization | 0.1 |
First and Second lien Term Loans | |
Debt Instrument [Line Items] | |
Interest expense | 4.3 |
Deferred financing amortization | 0.4 |
Second lien Term Loans | |
Debt Instrument [Line Items] | |
Interest expense | 2.8 |
Bridge Credit Agreement | |
Debt Instrument [Line Items] | |
Interest expense | 3.2 |
Deferred financing amortization | $ 0.8 |
Financing Activity - Consolidat
Financing Activity - Consolidated Mortgage Loan Activity (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)MortgageLoan | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage loans payable, net | $ | $ 884,503 | $ 899,753 |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Real Estate Properties Used As Collateral On Credit Facility | Mortgage | 9 | |
Weighted average interest rate | 3.60% | |
Mortgage Loan | Commercial Real Estate | Valley View Mall | ||
Debt Instrument [Line Items] | ||
Mortgage loans payable, net | $ | $ 27,200 | |
Mortgage Loan | Fixed Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Number of loans with fixed interest rates | Loan | 6 | |
Weighted average interest rate | 4.09% | |
Mortgage Loan | Fixed Rate Mortgages | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate during period | 3.88% | |
Mortgage Loan | Fixed Rate Mortgages | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate during period | 5.95% | |
Mortgage Loan | Variable Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 2.40% | |
Number of loans with variable interest rates | Loan | 3 |
Financing Activity - Timing of
Financing Activity - Timing of Principal Payments and Terms of Mortgage Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total | ||
Carrying value of mortgage notes payable | $ 884,503 | $ 899,753 |
Mortgage Loan | ||
Total | ||
Less: Unamortized debt issuance costs | 1,000 | $ 1,800 |
Mortgage Loan | Consolidated Properties | ||
Principal Amortization | ||
2021 | 17,576 | |
2022 | 13,652 | |
2023 | 6,398 | |
2024 | 6,405 | |
2025 | 4,406 | |
Total principal payments | 48,437 | |
Balloon Payments | ||
2021 | 216,418 | |
2022 | 355,989 | |
2023 | 53,299 | |
2025 | 211,345 | |
Total principal payments | 837,051 | |
Total | ||
2021 | 233,994 | |
2022 | 369,641 | |
2023 | 59,697 | |
2024 | 6,405 | |
2025 | 215,751 | |
Total principal payments | 885,488 | |
Less: Unamortized debt issuance costs | 985 | |
Carrying value of mortgage notes payable | $ 884,503 |
Financing Activity - Timing o_2
Financing Activity - Timing of Principal Payments and Terms of Mortgage Loans (Parenthetical) (Details) - USD ($) $ in Thousands | Feb. 08, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Real Estate Properties [Line Items] | ||||
Mortgage loans payable, net | $ 884,503 | $ 899,753 | ||
Mortgage Loan | Valley View Mall | ||||
Real Estate Properties [Line Items] | ||||
Mortgage loans payable, net | 27,200 | |||
Commercial Real Estate | Mortgage Loan | Valley View Mall | ||||
Real Estate Properties [Line Items] | ||||
Mortgage loans payable, net | $ 27,200 | $ 27,300 | ||
Commercial Real Estate | Subsequent Event | Mortgage Loan | Woodland Mall | ||||
Real Estate Properties [Line Items] | ||||
Mortgage loans payable, net | $ 122,000 | |||
Debt instrument maturity period | 2021-12 | |||
Debt instrument extended maturity period | 2022-12 | |||
Debt instrument extension term | 1 year |
Financing Activity - Carrying a
Financing Activity - Carrying and Fair Values of Mortgage Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | $ 884,503 | $ 899,753 |
Carrying Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, carrying value | 885,500 | 899,800 |
Fair Value | Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Mortgage loans, fair value | $ 873,200 | $ 873,900 |
Financing Activity - Carrying_2
Financing Activity - Carrying and Fair Values of Mortgage Loans (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Debt issuance costs, line of credit arrangements | $ 1 | $ 1.8 |
Financing Activity - Other Mort
Financing Activity - Other Mortgage Loan Activity (Details) - USD ($) $ in Thousands | Sep. 26, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Mortgage loans payable, net | $ 884,503 | $ 899,753 | |||
(Loss) gain on debt extinguishment, net | (1,487) | 24,859 | |||
Valley View Mall | Mortgage Loan | |||||
Debt Instrument [Line Items] | |||||
Mortgage loans payable, net | 27,200 | ||||
Valley View Mall | Mortgage Loan | Commercial Real Estate | |||||
Debt Instrument [Line Items] | |||||
Mortgage loans payable, net | $ 27,300 | 27,200 | |||
Mortgage loans, balloon payment not paid | $ 27,300 | ||||
Debt instrument, maturity date | Jul. 1, 2020 | ||||
Wyoming Valley Mall | Mortgage Loan | Commercial Real Estate | |||||
Debt Instrument [Line Items] | |||||
Debt default, amount | $ 72,800 | ||||
Repayments of cash and escrow balance | 7,500 | ||||
(Loss) gain on debt extinguishment, net | $ 29,600 | $ 29,600 | |||
Capital City Mall, Camp Hill, Pennsylvania | Mortgage Loan | |||||
Debt Instrument [Line Items] | |||||
Mortgage loans payable, net | $ 27,200 | ||||
Capital City Mall, Camp Hill, Pennsylvania | Mortgage Loan | Commercial Real Estate | |||||
Debt Instrument [Line Items] | |||||
(Loss) gain on debt extinguishment, net | $ (4,800) | ||||
Principal payment | $ 58,500 |
Financing Activity - Subsequent
Financing Activity - Subsequent Event (Details) - Subsequent Event - Mortgage Loan $ in Millions | Feb. 08, 2021USD ($) |
Debt Instrument [Line Items] | |
Required payment re margin to lenders | $ 5 |
PREIT Associates L P | |
Debt Instrument [Line Items] | |
Full recourse guarantee amount | $ 10 |
Financing Activity - Note Payab
Financing Activity - Note Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Proceeds from notes payable | $ 4,536 | $ 0 | |
Paycheck Protection Program of Coronavirus Aid, Relief, and Economic Security (CARES) Act | Note Payable | |||
Debt Instrument [Line Items] | |||
Proceeds from notes payable | $ 4,500 | ||
Debt instrument, maturity date | Apr. 15, 2022 | ||
Note payable, deferred payment period | 2021-08 | ||
Fixed interest rate | 1.00% | ||
Note payable, loan forgiveness term | 168 days |
Cash Flow Information - Additio
Cash Flow Information - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 26, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Significant Noncash Transactions [Line Items] | |||||
Cash and cash equivalents and restricted cash | $ 51,231 | $ 19,628 | $ 32,445 | ||
Tenant security deposits | 1,500 | 1,800 | |||
Cash paid for interest | 75,300 | 59,400 | |||
Net of capitalized interest | 2,200 | 7,700 | |||
Decrease in accrued construction costs | 14,600 | 8,500 | |||
Paid-in-kind interest | 9,515 | 0 | |||
Mortgage loans payable, net | 884,503 | 899,753 | |||
Gain on derecognition of property | 8,127 | 0 | |||
Second Lien Term Loan Facility | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Interest expense incurred | 6,700 | ||||
Paid-in-kind interest | 2,800 | ||||
Mortgage Loan | Capital City Mall, Camp Hill, Pennsylvania | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Mortgage loans payable, net | 27,200 | ||||
Gain on derecognition of property | 8,100 | ||||
Mortgage Loan | Commercial Real Estate | Wyoming Valley Mall | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Debt default, amount | $ 72,800 | ||||
Repayments of cash and escrow balance | $ 7,500 | ||||
First Lien Revolving Facility | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Line of credit facilities gross borrowings | 55,000 | ||||
Line of credit facilities gross repayments | 200 | ||||
Restructured Revolver | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Line of credit facilities gross borrowings | 120,000 | 229,000 | |||
Line of credit facilities gross repayments | $ 375,000 | $ 39,000 | |||
Common Stock | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Conversion of units, shares issued (in shares) | 6,250,000 |
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 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash And Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 43,309 | $ 12,211 | |
Restricted cash included in other assets | 7,922 | 7,417 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 51,231 | $ 19,628 | $ 32,445 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ in Millions | Dec. 22, 2020USD ($)DerivativeInstrument | Dec. 10, 2020USD ($)DerivativeInstrument | Dec. 31, 2020USD ($)DerivativeInstrument | Dec. 31, 2020USD ($)DerivativeInstrument |
Derivative Instruments [Line Items] | ||||
Loss recorded within interest expense due to reclassification of amounts in other comprehensive (loss) income to earnings | $ 2.8 | |||
Number of designated interest rate swaps from cash flow hedges | DerivativeInstrument | 9 | |||
Derivative, notional amount | $ 794 | $ 794 | ||
Number of derivatives designated as cash flow hedges | DerivativeInstrument | 13 | |||
Estimate increase to interest expense | $ 11 | $ 11 | ||
Number of interest rate swaps from cash flow hedges not re-designated | DerivativeInstrument | 11 | |||
Weighted average interest rate | 2.13% | 2.13% | ||
Loss of non-designated swaps recognized in interest expense, net | $ 0.1 | |||
Interest rate derivative liabilities, at fair value | $ 23.3 | 23.3 | ||
Derivative asset, fair value, gross liability | 26 | 26 | ||
Interest Rate Swap | ||||
Derivative Instruments [Line Items] | ||||
Derivative, notional amount | $ 375 | $ 529.7 | $ 529.7 | |
Weighted average interest rate | 2.41% | 2.41% | ||
Interest Rate Non-Designated Hedges Swaps 2021 Maturity | ||||
Derivative Instruments [Line Items] | ||||
Derivative, notional amount | $ 264.3 | $ 264.3 | ||
Weighted average interest rate | 1.57% | 1.57% | ||
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 | $ 2.8 | |||
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 794 | |
Aggregate Fair Value | $ (23.3) | $ (11.9) |
Weighted Average Interest Rate | 2.13% | |
Interest Rate Swaps 2020 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Fair Value | 0.2 | |
Interest Rate Swaps 2021 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 229.7 | |
Aggregate Fair Value | $ (3) | (1.4) |
Weighted Average Interest Rate | 2.04% | |
Interest Rate Swaps 2023 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 300 | |
Aggregate Fair Value | $ (17.2) | (7.3) |
Weighted Average Interest Rate | 2.70% | |
Interest Rate Forward Starting Swaps 2023 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Fair Value | $ (3.4) | |
Interest Rate Non-Designated Hedges Swaps 2021 Maturity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate Notional Value | $ 264.3 | |
Aggregate Fair Value | $ (3.1) | |
Weighted Average Interest Rate | 1.57% |
Derivatives - Effect of Our Der
Derivatives - Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Instruments | $ (21,600) | $ (15,800) |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Interest Expense | 10,400 | (3,100) |
Interest Expense | $ (84,341) | $ (63,987) |
Derivatives - Effect of Our D_2
Derivatives - Effect of Our Derivative Financial Instruments on Our Consolidated Statements of Operations (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Accelerated reclassification of loss in other comprehensive (loss) income into earnings | $ 2.8 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Benefit Plans [Line Items] | ||
Percentage of defined plan agreement | 30.00% | |
Contributions to plan | $ 700 | $ 900 |
Supplemental Retirement Plans expenses | $ 200 | $ 200 |
Employee Share Purchase Plan | ||
Benefit Plans [Line Items] | ||
Common stock purchase at a discount | 15.00% | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 59,000 | 44,000 |
Shares purchase consideration | $ 48 | $ 200 |
Employee Share Purchase Plan | Maximum | ||
Benefit Plans [Line Items] | ||
Expenses recorded to the share purchase plan | $ 10 | $ 48 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
2003 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total remaining number of common shares to be issued | 2,098,924 | |
Time Based Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate fair value of shares granted | $ 4,600,000 | $ 5,600,000 |
Unrecognized compensation expense | $ 4,263,000 | |
Weighted average period | 1 year 8 months 12 days | |
Compensation expense, 2021 | $ 2,835,000 | |
2020 RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance measures of core mall non-anchor occupancy period | 3 years | |
Performance measure fixed charge coverage ratio period | 3 years | |
Performance measure of core mall non-anchor occupancy weighted percentage | 50.00% | |
Performance measures of fixed charge coverage ratio weighted percentage | 50.00% | |
Restricted Share Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate compensation expense | $ 2,600,000 | $ 1,800,000 |
Shares vest over period | 3 years | |
Accelerated financing fee | $ 800,000 | |
Future aggregate compensation expense | $ 2,700,000 | |
Shares issued | 0 | 0 |
Non-Employee Trustees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate compensation expense | $ 6,700,000 | $ 7,000,000 |
Accrued amortization relating to employee separation | 100,000 | 1,100,000 |
Income tax benefit for share based compensation arrangements | 0 | |
Compensation costs capitalized | 100,000 | 200,000 |
Non-Employee Trustees | Time Based Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate compensation expense | 700,000 | 700,000 |
Aggregate fair value of shares granted | 700,000 | $ 700,000 |
Unrecognized compensation expense | $ 269,000 | |
Shares vest over period | 1 year | |
Number of awards granted | 613,332 | 114,800 |
Weighted average grant date fair value | $ 1.13 | $ 6.35 |
Fair value of shares vested | $ 700,000 | $ 800,000 |
Compensation expense, 2021 | 269,000 | |
Employees | Time Based Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate compensation expense | 3,400,000 | 3,700,000 |
Accrued amortization relating to employee separation | 100,000 | 200,000 |
Aggregate fair value of shares granted | 3,900,000 | $ 4,900,000 |
Unrecognized compensation expense | $ 3,994,000 | |
Number of awards granted | 1,093,292 | 683,570 |
Weighted average grant date fair value | $ 3.59 | $ 7.15 |
Fair value of shares vested | $ 3,400,000 | $ 3,800,000 |
Compensation expense, 2021 | $ 2,566,000 | |
Employees | Time Based Restricted Stock Awards | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares vest over period | 1 year | |
Employees | Time Based Restricted Stock Awards | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares vest over period | 3 years | |
Employees | Outperformance Units ("OPUs") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate compensation expense | $ 100,000 | $ 800,000 |
Accrued amortization relating to employee separation | $ 100,000 | |
Number of awards granted | 517,783 | |
Employees | Outperformance Units ("OPUs") | Vest Immediately | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards vesting, percentage | 50.00% | |
Employees | Outperformance Units ("OPUs") | Subject to an Additional One-year Vesting Requirement | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares vest over period | 1 year | |
Awards vesting, percentage | 25.00% | |
Employees | Outperformance Units ("OPUs") | Subject to an Additional Two-year Vesting Requirement | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares vest over period | 2 years | |
Awards vesting, percentage | 25.00% |
Share Based Compensation - Summ
Share Based Compensation - Summary of Status of Unvested Restricted Shares and Changes (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Shares, Beginning Balance | 938,264 | 621,398 |
Unvested, Shares granted | 1,706,624 | 798,370 |
Unvested, Shares vested | (474,376) | (349,533) |
Unvested, Shares forfeited | (93,791) | (131,971) |
Unvested Shares, Ending Balance | 2,076,721 | 938,264 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 8.67 | $ 13.29 |
Weighted Average Grant Date Fair Value, Shares granted | 3.22 | 7.04 |
Weighted Average Grant Date Fair Value, Shares vested | 3.24 | 13.14 |
Weighted Average Grant Date Fair Value, Shares forfeited | 4.96 | 8.75 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 5.60 | $ 8.67 |
Share Based Compensation - Su_2
Share Based Compensation - Summary of Future Compensation Expense (Details) - Time Based Restricted Stock Awards $ in Thousands | Dec. 31, 2020USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2021 | $ 2,835 |
2022 | 1,287 |
2023 | 141 |
Total | 4,263 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2021 | 2,566 |
2022 | 1,287 |
2023 | 141 |
Total | 3,994 |
Non-Employee Trustees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2021 | 269 |
Total | $ 269 |
Share Based Compensation - Assu
Share Based Compensation - Assumptions Used in Monte Carlo Simulations Used to Determine Aggregate Fair Values (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2020 | Jan. 29, 2019 |
Core Mall Non-Anchor Occupancy | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs granted | 354,972 | |
Aggregate fair value of shares granted | $ 1,217 | |
Weighted average fair value per share | $ 3.43 | |
Volatility | 53.00% | |
Risk free interest rate | 1.35% | |
Absolute TSR RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs granted | 210,193 | |
Aggregate fair value of shares granted | $ 1,550 | |
Weighted average fair value per share | $ 7.38 | |
Volatility | 40.30% | |
Risk free interest rate | 2.58% | |
Fixed Charge Coverage Ratio | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs granted | 354,972 | |
Aggregate fair value of shares granted | $ 1,217 | |
Weighted average fair value per share | $ 3.43 | |
Volatility | 53.00% | |
Risk free interest rate | 1.35% | |
Relative TSR RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs granted | 210,193 | |
Aggregate fair value of shares granted | $ 1,890 | |
Weighted average fair value per share | $ 8.99 | |
Volatility | 40.30% | |
Risk free interest rate | 2.58% |
Leases - As Lessee (Details)
Leases - As Lessee (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | $ 823 | $ 750 |
Interest on lease liabilities | 280 | 294 |
Operating lease costs | 3,025 | 3,515 |
Variable lease costs | 364 | 622 |
Total lease costs | 4,492 | 5,181 |
Solar Panel Leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Amortization of right-of-use assets | 823 | 750 |
Interest on lease liabilities | 280 | 294 |
Total lease costs | 1,103 | 1,044 |
Ground Leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease costs | 1,746 | 1,583 |
Variable lease costs | 173 | 165 |
Total lease costs | 1,919 | 1,748 |
Office, equipment, and vehicle leases | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease costs | 1,279 | 1,932 |
Variable lease costs | 191 | 457 |
Total lease costs | $ 1,470 | $ 2,389 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows and Terms (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows used for finance leases | $ 272 | $ 294 |
Operating cash flows used for operating leases | 2,106 | 2,205 |
Financing cash flows used for finance leases | $ 717 | $ 632 |
Weighted average remaining lease term-finance leases (months) | 86 months | 99 months |
Weighted average remaining lease term-operating leases (months) | 298 months | 306 months |
Weighted average discount rate-finance leases | 4.35% | 4.42% |
Weighted average discount rate-operating leases | 6.44% | 6.42% |
Leases - Future Payments Agains
Leases - Future Payments Against Lease Liabilities Maturity (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Finance leases | |
Next fiscal Year or Year 1 | $ 990 |
Second fiscal year or year 2 | 988 |
Third fiscal year or year 3 | 983 |
Fourth fiscal year or year 4 | 949 |
Fifth fiscal year or year 5 | 929 |
Thereafter | 2,072 |
Total undiscounted lease payments | 6,911 |
Less imputed interest | (983) |
Total lease liabilities | 5,928 |
Operating leases | |
Next fiscal Year or Year 1 | 2,566 |
Second fiscal year or year 2 | 2,554 |
Third fiscal year or year 3 | 2,514 |
Fourth fiscal year or year 4 | 2,429 |
Fifth fiscal year or year 5 | 2,341 |
Thereafter | 51,138 |
Total undiscounted lease payments | 63,542 |
Less imputed interest | (33,417) |
Total lease liabilities | $ 30,125 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | pei:AccruedExpensesAndOtherLiabilitiesMember |
Total | |
Next fiscal Year or Year 1 | $ 3,655 |
Second fiscal year or year 2 | 3,463 |
Third fiscal year or year 3 | 3,410 |
Fourth fiscal year or year 4 | 3,298 |
Fifth fiscal year or year 5 | 3,270 |
Thereafter | 53,210 |
Total undiscounted lease payments | 70,306 |
Less imputed interest | (34,400) |
Total lease liabilities | $ 35,906 |
Leases - Lessor Payments to be
Leases - Lessor Payments to be Received, Maturity (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 190,895 |
2022 | 170,015 |
2023 | 150,139 |
2024 | 128,176 |
2025 | 102,161 |
2026 and thereafter | 287,059 |
Total payments to be received | $ 1,028,445 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Total rent expense | $ 0.2 | $ 1.7 |
Payment for reimbursement of construction costs | 1.9 | |
Health Insurance Premiums paid to related party | $ 2.3 | $ 2.5 |
Commitments and Contingencies -
Commitments and Contingencies - Contractual Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fashion District Philadelphia | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 11.7 |
Ownership percentage | 50.00% |
Percentage of contractual obligation | 100.00% |
Fashion District Philadelphia | Macerich | Corporate Joint Venture | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 300 |
Contractual obligation, period after commencement | 48 months |
Construction in Progress | |
Other Commitments [Line Items] | |
Unaccrued contractual obligation and other commitments | $ 16.9 |
Commitments and Contingencies_2
Commitments and Contingencies - Preferred Dividend Arrearages (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Other Commitments [Line Items] | |
Cumulative amount of unpaid dividends on preferred stock | $ | $ 13.7 |
Series B Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | $ 1.8436 |
Unpaid dividends per share on preferred stock | 0.92 |
Series C Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 1.80 |
Unpaid dividends per share on preferred stock | 0.90 |
Series D Preferred Stock | |
Other Commitments [Line Items] | |
Preferred stock annual dividend rate | 1.7188 |
Unpaid dividends per share on preferred stock | $ 0.86 |
Commitments and Contingencies_3
Commitments and Contingencies - Employment Agreements (Details) $ in Millions | 2 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020USD ($)Officer | |
Other Commitments [Line Items] | ||
Number of officer in employment agreements | Officer | 2 | |
Aggregate base compensation | $ | $ 1.3 | |
Base salary reduction percentage | 25.00% | |
Officer | ||
Other Commitments [Line Items] | ||
Renewal of agreements term | 1 year |
Commitments and Contingencies_4
Commitments and Contingencies - Provision for Employee Separation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Severance costs | $ 3.2 | $ 3.7 |
Accrued severance | $ 0.3 |
Commitments and Contingencies_5
Commitments and Contingencies - NYSE Continued Listing Standards (Details) - $ / shares | Sep. 26, 2019 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Average closing price, per share | $ 1 | $ 1 |
Trading period | 30 days | 30 days |
Commitments and Contingencies_6
Commitments and Contingencies - Property Damage from Natural Disaster (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | ||
Net recoveries | $ 0 | $ 3,861 |
Insurance recoveries, net | 586 | 4,362 |
Jacksonville Mall, Jacksonville, North Carolina | ||
Loss Contingencies [Line Items] | ||
Net recoveries | $ 600 | 4,400 |
Business interruption recoveries | $ 500 |
Commitments and Contingencies_7
Commitments and Contingencies - Environmental (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Environmental insurance coverage claims per occurrence | $ 10 |
Environmental insurance coverage claims aggregate | $ 10 |
Schedule III - Summary of Real
Schedule III - Summary of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 376,526 | ||
Initial Cost of Building & Improvements | 1,601,543 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 1,242,268 | ||
Balance of Land and Land Held for Development | 463,103 | ||
Balance of Building & Improvements and Construction in Progress | 2,757,234 | ||
Accumulated Depreciation Balance | 1,308,427 | $ 1,202,722 | $ 1,118,582 |
Current Encumbrance | 884,502 | ||
Capital City Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | 11,380 | ||
Initial Cost of Building & Improvements | 65,575 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 60,284 | ||
Balance of Land and Land Held for Development | 11,321 | ||
Balance of Building & Improvements and Construction in Progress | 125,918 | ||
Accumulated Depreciation Balance | $ 56,624 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Cherry Hill Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 29,938 | ||
Initial Cost of Building & Improvements | 185,611 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 272,799 | ||
Balance of Land and Land Held for Development | 48,608 | ||
Balance of Building & Improvements and Construction in Progress | 439,740 | ||
Accumulated Depreciation Balance | 278,878 | ||
Current Encumbrance | $ 262,284 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Cumberland Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 8,711 | ||
Initial Cost of Building & Improvements | 43,889 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 31,476 | ||
Balance of Land and Land Held for Development | 9,842 | ||
Balance of Building & Improvements and Construction in Progress | 74,234 | ||
Accumulated Depreciation Balance | 34,338 | ||
Current Encumbrance | $ 40,944 | ||
Date of Acquisition/ Construction | 2005 | ||
Life of Depre- ciation | 40 years | ||
Dartmouth Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 7,015 | ||
Initial Cost of Building & Improvements | 28,328 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 55,774 | ||
Balance of Land and Land Held for Development | 7,021 | ||
Balance of Building & Improvements and Construction in Progress | 84,096 | ||
Accumulated Depreciation Balance | 48,014 | ||
Current Encumbrance | $ 56,662 | ||
Date of Acquisition/ Construction | 1998 | ||
Life of Depre- ciation | 40 years | ||
Exton Square Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 19,976 | ||
Initial Cost of Building & Improvements | 103,955 | ||
Cost of Improvements Net of Retirements and Impairment Charges | (74,930) | ||
Balance of Land and Land Held for Development | 23,714 | ||
Balance of Building & Improvements and Construction in Progress | 25,287 | ||
Accumulated Depreciation Balance | $ 13,495 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Francis Scott Key Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 9,786 | ||
Initial Cost of Building & Improvements | 47,526 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 40,885 | ||
Balance of Land and Land Held for Development | 9,440 | ||
Balance of Building & Improvements and Construction in Progress | 88,757 | ||
Accumulated Depreciation Balance | 46,318 | ||
Current Encumbrance | $ 68,341 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Jacksonville Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 9,188 | ||
Initial Cost of Building & Improvements | 47,139 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 37,717 | ||
Balance of Land and Land Held for Development | 9,913 | ||
Balance of Building & Improvements and Construction in Progress | 84,131 | ||
Accumulated Depreciation Balance | $ 43,332 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Magnolia Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 6,229 | ||
Initial Cost of Building & Improvements | 42,302 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 59,501 | ||
Balance of Land and Land Held for Development | 12,591 | ||
Balance of Building & Improvements and Construction in Progress | 95,441 | ||
Accumulated Depreciation Balance | $ 53,696 | ||
Date of Acquisition/ Construction | 1998 | ||
Life of Depre- ciation | 40 years | ||
Monroe Land | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 1,177 | ||
Balance of Land and Land Held for Development | $ 1,177 | ||
Date of Acquisition/ Construction | 2006 | ||
Life of Depre- ciation | 10 years | ||
Moorestown Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 10,934 | ||
Initial Cost of Building & Improvements | 62,995 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 116,795 | ||
Balance of Land and Land Held for Development | 23,060 | ||
Balance of Building & Improvements and Construction in Progress | 167,664 | ||
Accumulated Depreciation Balance | $ 81,388 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Patrick Henry Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 16,075 | ||
Initial Cost of Building & Improvements | 86,643 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 53,848 | ||
Balance of Land and Land Held for Development | 16,397 | ||
Balance of Building & Improvements and Construction in Progress | 140,169 | ||
Accumulated Depreciation Balance | 77,847 | ||
Current Encumbrance | $ 86,815 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Plymouth Meeting Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 29,265 | ||
Initial Cost of Building & Improvements | 58,388 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 157,221 | ||
Balance of Land and Land Held for Development | 31,738 | ||
Balance of Building & Improvements and Construction in Progress | 213,136 | ||
Accumulated Depreciation Balance | $ 108,911 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
The Mall at Prince Georges | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 13,065 | ||
Initial Cost of Building & Improvements | 57,686 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 76,602 | ||
Balance of Land and Land Held for Development | 13,066 | ||
Balance of Building & Improvements and Construction in Progress | 134,287 | ||
Accumulated Depreciation Balance | $ 70,295 | ||
Date of Acquisition/ Construction | 1998 | ||
Life of Depre- ciation | 40 years | ||
Springfield Town Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 119,912 | ||
Initial Cost of Building & Improvements | 353,551 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 23,082 | ||
Balance of Land and Land Held for Development | 119,912 | ||
Balance of Building & Improvements and Construction in Progress | 376,633 | ||
Accumulated Depreciation Balance | $ 82,083 | ||
Date of Acquisition/ Construction | 2015 | ||
Life of Depre- ciation | 40 years | ||
Swedes Square Land | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 189 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 36 | ||
Balance of Land and Land Held for Development | $ 225 | ||
Date of Acquisition/ Construction | 2004 | ||
Life of Depre- ciation | 0 years | ||
Valley Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 8,325 | ||
Initial Cost of Building & Improvements | 57,931 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 82,217 | ||
Balance of Land and Land Held for Development | 26,991 | ||
Balance of Building & Improvements and Construction in Progress | 121,482 | ||
Accumulated Depreciation Balance | $ 53,666 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Valley View Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 9,402 | ||
Initial Cost of Building & Improvements | 45,351 | ||
Cost of Improvements Net of Retirements and Impairment Charges | (46,457) | ||
Balance of Land and Land Held for Development | 4,204 | ||
Balance of Building & Improvements and Construction in Progress | 4,092 | ||
Accumulated Depreciation Balance | 2,533 | ||
Current Encumbrance | $ 27,213 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Viewmont Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 12,505 | ||
Initial Cost of Building & Improvements | 61,519 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 48,049 | ||
Balance of Land and Land Held for Development | 12,606 | ||
Balance of Building & Improvements and Construction in Progress | 109,467 | ||
Accumulated Depreciation Balance | 54,334 | ||
Current Encumbrance | $ 67,177 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Willow Grove Park | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 26,748 | ||
Initial Cost of Building & Improvements | 131,189 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 110,406 | ||
Balance of Land and Land Held for Development | 36,412 | ||
Balance of Building & Improvements and Construction in Progress | 231,931 | ||
Accumulated Depreciation Balance | 114,128 | ||
Current Encumbrance | $ 152,548 | ||
Date of Acquisition/ Construction | 2003 | ||
Life of Depre- ciation | 40 years | ||
Woodland Mall | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Initial Cost of Land | $ 26,706 | ||
Initial Cost of Building & Improvements | 121,965 | ||
Cost of Improvements Net of Retirements and Impairment Charges | 136,963 | ||
Balance of Land and Land Held for Development | 44,865 | ||
Balance of Building & Improvements and Construction in Progress | 240,769 | ||
Accumulated Depreciation Balance | 88,547 | ||
Current Encumbrance | $ 122,518 | ||
Date of Acquisition/ Construction | 2005 | ||
Life of Depre- ciation | 40 years |
Schedule III - Summary of Rea_2
Schedule III - Summary of Real Estate and Accumulated Depreciation (Details) (Parenthetical) $ in Millions | Dec. 31, 2020USD ($) |
Mortgage Loan | |
Real Estate and Accumulated Depreciation [Line Items] | |
Debt Issuance Costs, Net | $ 1 |
Schedule III - Additional Infor
Schedule III - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | ||
Real estate, federal income tax cost basis | $ 3,163.8 | $ 3,132.2 |
Real estate, federal income tax depreciated basis | $ 2,180.2 | $ 2,225.4 |
Schedule III- Summary of Change
Schedule III- Summary of Changes in Total Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | ||
Balance, beginning of year | $ 3,210,926 | $ 3,184,594 |
Improvements and development | 49,075 | 137,593 |
Impairment of assets | 0 | (3,989) |
Dispositions | (39,661) | (81,118) |
Write-off of fully depreciated assets | (3) | (12,031) |
Reclassification to held for sale | 0 | (14,123) |
Balance, end of year | 3,220,337 | 3,210,926 |
Balance, end of year – held for sale | 1,384 | 15,653 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | ||
Balance, beginning of year | 1,202,722 | 1,118,582 |
Depreciation expense | 116,369 | 125,495 |
Impairment of assets | 0 | (484) |
Dispositions | (13,808) | (25,693) |
Write-off of fully depreciated assets | (3) | (12,031) |
Reclassification to held for sale | 3,147 | (3,147) |
Balance, end of year | 1,308,427 | 1,202,722 |
Balance, end of year – held for sale | $ 0 | $ 3,147 |