Item 1. FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
1. BASIS OF PRESENTATION
Nature of Operations
Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. Our unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position, the consolidated results of our operations, consolidated statements of comprehensive loss, consolidated statements of equity and our consolidated statements of cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year.
PREIT, a Pennsylvania business trust founded in 1960 and one of the first equity real estate investment trusts (“REITs”) in the United States, has a primary investment focus on retail shopping malls located in the eastern half of the United States, primarily in the Mid-Atlantic region. As of March 31, 2021, 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 March 31, 2021, we held a 97.6% controlling interest in the Operating Partnership and consolidated it for reporting purposes. The presentation of consolidated financial statements does not itself imply that the assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity.
Pursuant to the terms of the partnership agreement of the Operating Partnership, each of the limited partners has the right to redeem such partner’s units of limited partnership interest in the Operating Partnership (“OP Units”) for cash or, at our election, we may acquire such OP Units in exchange for our common shares on a one-for-one basis, in some cases beginning one year following the respective issue date of the OP Units and in other cases immediately. If all of the outstanding OP Units held by limited partners had been redeemed for cash as of March 31, 2021, the total amount that would have been distributed would have been $3.8 million, which is calculated using our March 31, 2021 closing share price on the New York Stock Exchange (the “NYSE”) of $1.92 multiplied by the number of outstanding OP Units held by limited partners, which was 1,975,928 as of March 31, 2021. The current terms of our credit agreements prohibit the Company from acquiring whole share OP Units for cash and, as such, any whole share OP Units presented for redemption will be redeemed for shares. Partial share OP Unit redemptions will be redeemed for cash.
We provide management, leasing and real estate development services through two of our subsidiaries: PREIT Services, LLC (“PREIT Services”), which generally develops and manages properties that we consolidate for financial reporting purposes, and PREIT-RUBIN, Inc. (“PRI”), which generally develops and manages properties that we do not consolidate for financial reporting purposes, including properties owned by partnerships in which we own an interest, and properties that are owned by third parties in which we do not have an interest. PREIT Services and PRI are consolidated. PRI is a taxable REIT subsidiary, as defined by federal tax laws, which means that it is able to offer an expanded menu of services to tenants without jeopardizing our continuing qualification as a REIT under federal tax law.
We evaluate operating results and allocate resources on a property-by-property basis, and do not distinguish or evaluate our consolidated operations on a geographic basis. Due to the nature of our operating properties, which involve retail shopping, dining, entertainment and certain non-traditional tenant operations, we have concluded that our individual properties have similar economic characteristics and meet all other aggregation criteria. Accordingly, we have aggregated our individual properties into one reportable segment. In addition, no single tenant accounts for 10% or more of consolidated revenue, and none of our properties are located outside the United States.
Financial Restructuring
On October 7, 2020, the Company and certain of the Company’s wholly owned direct and indirect subsidiaries (collectively, the “Company Parties”) entered into a Restructuring Support Agreement (the “RSA”), which contemplated agreed-upon terms for a financial restructuring of the then-existing debt and certain other obligations of the Company Parties (collectively with the following events, the “Financial Restructuring”). The RSA was amended on October 16, 2020, and again on October 23, 2020, to, among other things, extend the date by which the Company Parties were required to commence the solicitation of votes on their joint prepackaged chapter 11 plan of reorganization (the “Plan”) and, thereafter, the voluntary chapter 11 cases. On November 1, 2020, the Company and the other Company Parties under the RSA (the “Debtors”) filed their respective voluntary petitions under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), commencing the chapter 11
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cases to confirm and consummate the Plan in order to effectuate the Debtors’ financial restructuring. The Debtors’ chapter 11 cases were jointly administered for procedural convenience under the caption In re Pennsylvania Real Estate Investment Trust, et al., Case No. 20-12737 (KBO). Under the Plan, the Debtors would be recapitalized and their debt maturities extended. The Debtors continued to operate their businesses as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On November 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”), confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Certain of Its Direct and Indirect Subsidiaries (with Additional Technical Modifications As of November 20, 2020) (the “Confirmed Plan”). On December 10, 2020 (the “Effective Date”), each condition precedent to consummation of the Confirmed Plan, enumerated in Section 8.2 thereof, was satisfied or waived in accordance with the Confirmed Plan and the Confirmation Order, and therefore the Effective Date occurred and the Debtors emerged from bankruptcy. On the Effective Date, the Company entered into the credit agreements, which are described in Note 4. The final decree closing the bankruptcy case was entered by the Bankruptcy Court on March 11, 2021.
COVID-19 Related Risks and Uncertainties
The COVID-19 global pandemic that began in early 2020 has adversely impacted and continues to impact our business, financial condition, liquidity and operating results, as well as our tenants’ businesses. The prolonged 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 and widespread availability, acceptance, and efficacy of vaccines, including in response to new variants. As such, as the pandemic continues and potentially intensifies or we experience 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 since July 3, 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, acceptance, and efficacy of vaccines, further effects on the economy of the pandemic and of the measures taken by governmental authorities and other third parties restricting daily activities and the length of time that such measures remain in place or are renewed, implementation of governmental programs to assist businesses and consumers impacted by the COVID-19 pandemic, and the effect of any relaxation of current restrictions, all of which could vary by geographic region in which our properties are located. In the first quarter of 2021, we experienced further uncertainty as to whether government authorities will maintain the relaxation of current restrictions on businesses in the regions in which our properties are located, if these restrictions have been relaxed at all, and whether government authorities will issue recommendations or impose requirements on landlords like us to further enhance health and safety protocols, or whether we will voluntarily adopt any of these requirements ourselves, which could result in increased operating costs and demands on our property management teams to ensure compliance with any of these requirements.
Fair Value
Fair value accounting applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, these accounting requirements establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
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Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs might include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 inputs are unobservable inputs for the asset or liability, and are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We utilize the fair value hierarchy in our accounting for derivatives (Level 2) and financial instruments (Level 2) and in our reviews for impairment of real estate assets (Level 3) and goodwill (Level 3).
Impairment of Assets
Real estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property might not be recoverable, which is referred to as a “triggering event.” The ongoing impact of COVID-19 on the economy and market conditions, together with the resulting closures of our properties and the delayed and/or limited reopening of some tenants was deemed to be a triggering event as of June 30, 2020, September 30, 2020 and December 31, 2020, which led to impairment reviews and assessment of the undiscounted future cash flows for each of the respective quarters of 2020. During the first quarter of 2021, certain of our properties had triggering events due to various indicators of impairment, however, we did not identify any impairments based on our assessment of the undiscounted future cash flows. In connection with our review of our long-lived assets for impairment, we utilize qualitative and quantitative factors in order to estimate fair value. The significant qualitative factors that we use include age and condition of the property, market conditions in the property’s trade area, competition with other shopping centers within the property’s trade area and the creditworthiness and performance of the property’s tenants. The significant quantitative factors that we use include historical and forecasted financial and operating information relating to the property, such as net operating income, estimated holding periods, occupancy statistics, vacancy projections and tenants’ sales levels.
If there is a triggering event in relation to a property to be held and used, we will estimate the aggregate future cash flows, net of estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration or when a range of possible values is estimated.
The determination of undiscounted cash flows requires significant estimates by our management, including the expected course of action at the balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in the anticipated action to be taken with respect to the property could affect the determination of whether an impairment exists, and the effects of such changes could materially affect our net income. If the estimated undiscounted cash flows are less than the carrying value of the property, the carrying value is written down to its fair value. We intend to hold and operate our properties long-term, which reduces the likelihood that our carrying value is not recoverable. A shortened holding period would increase the likelihood that the carrying value is not recoverable.
Assessment of our ability to recover certain lease-related costs must be made when we have a reason to believe that a tenant might not be able to perform under the terms of the lease as originally expected. This requires us to make estimates as to the recoverability of such costs.
An other-than-temporary impairment of an investment in an unconsolidated joint venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is recorded as a reduction to income.
Share-Based Compensation
On March 31, 2021, the Company approved the 2021-2023 Equity Award Program design (the “Program”). Having approved the Program, the Company made long term incentive plan awards in the form of performance-based restricted share units (“PSUs”) and time-based restricted share units (“RSUs”). The grants of PSUs and RSUs were made pursuant to the Company’s Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Equity Incentive Plan”), as amended by the Plan Amendment (defined below).
On March 31, 2021, the Board approved the first amendment to the 2018 Equity Incentive Plan (“Plan Amendment”), which permits, among other clarifying changes, that restricted stock units granted under the 2018 Equity Incentive Plan may be made subject to vesting restrictions other than performance goals (i.e., RSUs). As a result of the Plan Amendment and as incorporated into the awards made under the Program settlement of RSUs or PSUs may be made in cash or shares, as determined by the Executive Compensation and Human Resources Committee (the “Committee”) of the Board of Trustees. On March 31, 2021, the Company granted 1,406,123 RSUs and 1,523,432 PSUs to its employees.
Under the Program, the number of common shares to be issued by the Company with respect to the PSUs, if any, depends on the Company’s achievement of certain specified operating performance measures and a modification based on total shareholder return (“TSR”) for the three-year period beginning January 1, 2021 and ending on the earlier of December 31, 2023 or the date of a change in control of the Company (the “Measurement Period”).
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The preliminary number of common shares to be issued by the Company with respect to the PSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the Measurement Period. These performance measures, the three-year core mall total occupancy and the three-year corporate debt yield, are each weighted 50%. The Committee approved minimum, target and maximum performance levels for both measures. For all participants, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier. The preliminary number of common shares to be issued by the Company as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s TSR performance over the Measurement Period relative to the TSR performance of other real estate investment trusts comprising a leading index of retail real estate investment trusts. Dividends, if any, on the Company’s common shares are deemed to be paid with respect to PSUs and credited to the PSU accounts and applied to “acquire” more PSUs at the 20-day average closing price per common share ending on the dividend payment date.
With respect to the portion of the long-term incentive awards made in the form of RSUs, the RSUs generally will vest in three equal annual installments for all grants except director grants and two equal installments for the Company’s directors commencing on March 31, 2022, subject to continued employment. During the period that the RSUs have not vested, the holder will have no rights as a shareholder with respect to the RSUs; however, dividends, if any, on the Company’s common shares are deemed to be paid with respect to RSUs and credited to the RSU accounts and applied to “acquire” more RSUs at the 20-day average closing price per common share ending on the dividend payment date.
New Accounting Developments
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). Companies may generally elect to apply the guidance for periods that include March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01 to provide additional guidance around Topic 848 primarily as it relates to the ASU’s effect on derivative contracts. The Company is evaluating the anticipated impact of this standard on its condensed consolidated financial statements as well as timing of adoption.
2. REAL ESTATE ACTIVITIES
Investments in real estate as of March 31, 2021 and December 31, 2020 were comprised of the following:
|
(in thousands of dollars)
|
|
March 31, 2021
|
|
|
December 31, 2020
|
|
|
Buildings, improvements and construction in progress
|
|
$
|
2,760,021
|
|
|
$
|
2,757,234
|
|
|
Land, including land held for development
|
|
|
463,132
|
|
|
|
463,103
|
|
|
Total investments in real estate
|
|
|
3,223,153
|
|
|
|
3,220,337
|
|
|
Accumulated depreciation
|
|
|
(1,336,228
|
)
|
|
|
(1,308,427
|
)
|
|
Net investments in real estate
|
|
$
|
1,886,925
|
|
|
$
|
1,911,910
|
|
Capitalization of Costs
The following table summarizes our capitalized interest, compensation, including commissions, and real estate taxes for the three months ended March 31, 2021 and 2020:
|
|
|
Three Months Ended March 31,
|
|
|
(in thousands of dollars)
|
|
2021
|
|
|
2020
|
|
|
Development/Redevelopment Activities:
|
|
|
|
|
|
|
|
|
|
Interest (1)
|
|
$
|
130
|
|
|
$
|
910
|
|
|
Compensation
|
|
|
37
|
|
|
|
344
|
|
|
Real estate taxes
|
|
|
29
|
|
|
|
197
|
|
|
Leasing Activities:
|
|
|
|
|
|
|
|
|
|
Compensation, including commissions (2)
|
|
|
—
|
|
|
|
164
|
|
|
(1)
|
Includes interest capitalized on investments in partnerships under development.
|
|
(2)
|
The definition of initial direct costs under ASC 842 includes only those incremental costs of a lease that would not have been incurred if the lease had not been obtained. Commissions paid for successful leasing transactions continue to be capitalized.
|
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
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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 sheets as of March 31, 2021 and December 31, 2020. The mortgage principal balance was $27.2 million at March 31, 2021 and December 31, 2020, which we will continue to recognize until the foreclosure process is completed. The derecognition of Valley View Mall and its related assets was a non-cash conversion of assets, which had no impact on the Company’s cash flows.
3. INVESTMENTS IN PARTNERSHIPS
The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of March 31, 2021 and December 31, 2020:
|
(in thousands of dollars)
|
|
March 31, 2021
|
|
|
December 31,
2020
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
Investments in real estate, at cost:
|
|
|
|
|
|
|
|
|
|
Operating properties
|
|
$
|
814,056
|
|
|
$
|
824,328
|
|
|
Construction in progress
|
|
|
33,319
|
|
|
|
20,632
|
|
|
Total investments in real estate
|
|
|
847,375
|
|
|
|
844,960
|
|
|
Accumulated depreciation
|
|
|
(230,320
|
)
|
|
|
(224,641
|
)
|
|
Net investments in real estate
|
|
|
617,055
|
|
|
|
620,319
|
|
|
Cash and cash equivalents
|
|
|
34,698
|
|
|
|
28,060
|
|
|
Deferred costs and other assets, net
|
|
|
155,057
|
|
|
|
161,465
|
|
|
Total assets
|
|
|
806,810
|
|
|
|
809,844
|
|
|
LIABILITIES AND PARTNERS’ INVESTMENT:
|
|
|
|
|
|
|
|
|
|
Mortgage loans payable, net
|
|
|
488,803
|
|
|
|
491,119
|
|
|
FDP Term Loan, net
|
|
|
201,000
|
|
|
|
201,000
|
|
|
Partnership Loan
|
|
|
106,066
|
|
|
|
100,000
|
|
|
Other liabilities
|
|
|
133,396
|
|
|
|
132,715
|
|
|
Total liabilities
|
|
|
929,265
|
|
|
|
924,834
|
|
|
Net investment
|
|
|
(122,455
|
)
|
|
|
(114,990
|
)
|
|
Partners’ share
|
|
|
(62,672
|
)
|
|
|
(59,080
|
)
|
|
PREIT’s share
|
|
|
(59,783
|
)
|
|
|
(55,910
|
)
|
|
Excess investment (1)
|
|
|
6,333
|
|
|
|
6,390
|
|
|
Net investments and advances
|
|
$
|
(53,450
|
)
|
|
$
|
(49,520
|
)
|
|
Investment in partnerships, at equity
|
|
$
|
21,597
|
|
|
$
|
27,066
|
|
|
Distributions in excess of partnership investments
|
|
|
(75,047
|
)
|
|
|
(76,586
|
)
|
|
Net investments and advances
|
|
$
|
(53,450
|
)
|
|
$
|
(49,520
|
)
|
_____________________
|
(1)
|
Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in (loss) income of partnerships.”
|
We record distributions from our equity investments using the nature of the distribution approach.
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The following table summarizes our share of equity in (loss) income of partnerships for the three months ended March 31, 2021 and 2020:
|
|
|
Three Months Ended March 31,
|
|
|
(in thousands of dollars)
|
|
2021
|
|
|
2020
|
|
|
Real estate revenue
|
|
$
|
24,900
|
|
|
$
|
27,200
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Property operating and other expenses
|
|
|
(13,739
|
)
|
|
|
(11,229
|
)
|
|
Interest expense (1)
|
|
|
(10,704
|
)
|
|
|
(6,360
|
)
|
|
Depreciation and amortization
|
|
|
(6,930
|
)
|
|
|
(7,617
|
)
|
|
Total expenses
|
|
|
(31,373
|
)
|
|
|
(25,206
|
)
|
|
Net (loss) income
|
|
|
(6,473
|
)
|
|
|
1,994
|
|
|
Less: Partners’ share
|
|
|
3,096
|
|
|
|
(1,178
|
)
|
|
PREIT’s share
|
|
|
(3,377
|
)
|
|
|
816
|
|
|
Amortization of excess investment
|
|
|
(56
|
)
|
|
|
3
|
|
|
Equity in (loss) income of partnerships
|
|
$
|
(3,433
|
)
|
|
$
|
819
|
|
(1) Net of capitalized interest expense of $103 and $1,091 for the three months ended March 31, 2021 and 2020, respectively.
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 Macerich, in its capacity as the lender, prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner.
The FDP Loan Agreement provides for (i) a maturity date of January 22, 2023, with the potential for a one-year extension upon the borrowers’ satisfaction of certain conditions, (ii) an interest rate at the borrowers’ option with respect to each advance of either (A) the Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, and (c) the LIBOR Market Index Rate plus 1.00%) plus 2.50% or (B) LIBOR for the applicable period plus 3.50%, (iii) a full recourse guarantee of 50% of the borrowers’ obligations by PREIT Associates, L.P., on a several basis, (iv) a full recourse guarantee of certain of the borrowers’ obligations by The Macerich Partnership, L.P., up to a maximum of $50.0 million, on a several basis, (v) a pledge of the equity interests of certain indirect subsidiaries of PREIT and Macerich, as well as of PREIT-RUBIN, Inc. and one of its subsidiaries, that have a direct or indirect ownership interest in the borrowers, (vi) a non-recourse carve-out guaranty and a hazardous materials indemnity by each of PREIT Associates, L.P. and The Macerich Partnership, L.P., and (vii) mortgages of the borrowers’ fee and leasehold interests in the properties that are part of the Fashion District Philadelphia project and certain other properties. The FDP Loan Agreement contains certain covenants typical for loans of its type.
Joint Venture
In connection with the execution of the FDP Loan Agreement, the governing structure of PM Gallery LP was modified such that, effective as of January 1, 2021, Macerich is responsible for the entity’s operations and, subject to limited exceptions, controls major decisions. The Company considered the changes to the governing structure of PM Gallery LP and determined the investment qualifies as a variable interest entity and will continue to be accounted for under the equity method of accounting. Our maximum exposure to losses is limited to the extent of our investment, which is a 50% ownership.
Mortgage Loan Activity
During the three months ended March 31, 2021, the Company’s unconsolidated subsidiary received an extension of its mortgage securing Pavilion at Market East for an additional three months to May 2021.
12
Table of Contents
4. FINANCING ACTIVITY
Credit Agreements
On December 10, 2020 we entered into two secured credit agreements (collectively, as amended, the “Credit Agreements”): (a) an Amended and Restated First Lien Credit Agreement (the “First Lien Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”) and the other financial institutions signatory thereto and their assignees, for secured loan facilities consisting of: (i) a secured first lien revolving credit facility allowing for borrowings up to $130.0 million, including a sub-facility for letters of credit to be issued thereunder in an aggregate stated amount of up to $10.0 million (collectively, the “First Lien Revolving Facility”), and (ii) a $384.5 million secured first lien term loan facility (the “First Lien Term Loan Facility”), and (b) a Second Lien Credit Agreement (the “Second Lien Credit Agreement”), as amended February 8, 2021 with Wells Fargo Bank and the other financial institutions signatory thereto and their assignees for a $535.2 million secured second lien term loan facility (the “Second Lien Term Loan Facility”). The Credit Agreements mature in December 2022. The First Lien Term Loan Facility and the Second Lien Term Loan Facility are collectively referred to as the “Term Loans.” The Credit Agreements refinanced our previously existing secured term loan under the Credit Agreement dated as of August 11, 2020 (as amended, the “Bridge Credit Agreement”), our Seven-Year Term Loan Agreement entered into on January 8, 2014 (as amended, the “7-Year Term Loan”), and our 2018 Amended and Restated Credit Agreement entered into on May 24, 2018 (as amended, the “2018 Credit Agreement” and collectively with the Bridge Credit Agreement and the 7-Year Term Loan, the “Restructured Credit Agreements”). Upon our entry into the Credit Agreements, the Bridge Credit Agreement, the 7-Year Term Loan and the 2018 Credit Agreement were cancelled.
As of March 31, 2021, we had borrowed $933.6 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 March 31, 2021 is net of $11.9 million of unamortized debt issuance costs. The maximum amount that was available to us under the First Lien Revolving Facility as of March 31, 2021 was $75.2 million.
On April 13, 2021, we entered into Agency Resignation, Appointment, Acceptance and Waiver Agreements pursuant to which Wells Fargo Bank resigned as Administrative Agent and Wilmington Savings Fund Society, FSB was appointed successor Administrative Agent under the First Lien Credit Agreement, the Second Lien Credit Agreement and, in each case, the related loan documents. There is currently no successor letter of credit issuer under the First Lien Revolving Facility, accordingly, the Company cannot currently access the letters of credit sub-facility.
Interest expense and deferred financing fee amortization related to the Credit Agreements and the Restructured Credit Agreements for the three months ended March 31, 2021 and 2020 were as follows:
|
|
|
Three Months Ended March 31,
|
|
|
|
(in thousands of dollars)
|
|
2021
|
|
|
2020
|
|
|
|
Revolving Facilities:
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
548
|
|
|
$
|
2,483
|
|
|
|
Deferred financing amortization
|
|
|
299
|
|
|
|
274
|
|
|
|
Term Loans:
|
|
|
|
|
|
|
|
|
|
|
Interest expense (1)
|
|
|
20,421
|
|
|
|
5,506
|
|
|
|
Deferred financing amortization
|
|
|
1,780
|
|
|
|
191
|
|
|
|
(1)
|
For the three months ended March 31, 2021, $11.5 million in interest under the Second Lien Term Loan Facility was not paid in cash, but capitalized to the principal balance of the loan.
|
Our obligations under the Credit Agreements are guaranteed by certain of our subsidiaries. Our obligations under the Credit Agreements and the guaranties are secured by mortgages and deeds of trust on a portfolio of 12 of our subsidiaries’ properties, including nine malls and three additional parcels. The obligations are further secured by a lien on substantially all of our personal property pursuant to collateral agreements and a pledge of substantially all of the equity interests held by us and the guarantors, pursuant to pledge agreements, in each case subject to limited exceptions.
The Credit Agreements each provide for a two-year maturity of December 2022 (the “Maturity Date”), subject to a one-year extension to December 2023 at the borrowers’ option, subject to (i) minimum liquidity of $35.0 million, (ii) a minimum corporate debt yield of 8.0%, (iii) a maximum loan-to-value ratio of 105% for the total first lien and second lien loans and letters of credit and the Borrowing Base Properties as determined by an appraisal and (iv) no default or event of default existing and our representations and warranties being true in all material respects. The loans under the Credit Agreements are repayable in full on the Maturity Date, subject to mandatory prepayment provisions in the event of certain events including asset sales, incurrence of indebtedness, issuances of equity and receipt of casualty insurance proceeds. The terms of our Credit Agreements place restrictions on, among other things, and subject to certain exceptions, our ability to make certain restricted payments (including payments of dividends), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate, or sell our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into certain transactions with affiliates, or enter into derivatives contracts. Additionally, if we receive net cash proceeds from certain capital events (including equity issuances), we are required to prepay loans under our Credit Agreements. In addition, the Credit Agreements contain cross-default provisions that trigger an event of default if we fail to make certain payments or otherwise fail to comply with our obligations with respect to certain of our other indebtedness.
13
Table of Contents
First Lien Credit Agreement
Amounts borrowed under the First Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus (w) for revolving loans, 2.50% per annum, and (x) for term loans, 4.74% per annum. LIBOR Loans bear interest at LIBOR plus (y) for revolving loans, 3.50% per annum, and (z) for term loans, 5.74% per annum, in each case, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in cash on the last day of each applicable interest period (with rolling 30-day interest periods) and on the Maturity Date. We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the First Lien Credit Agreement, including an unused fee for the account of the revolving lenders, which will accrue (i) 0.35% per annum on the daily amount of the unused revolving commitments when that amount is greater than or equal to 50% of the aggregate amount of revolving commitments, and (ii) 0.25% when that amount is less than 50% of the aggregate amount of revolving commitments. Accrued and unpaid unused fees will be payable quarterly in arrears during the term of the First Lien Credit Agreement and on the Revolving Termination Date (or any earlier date of termination of the revolving commitments or reduction of the revolving commitments to zero).
Letters of credit and the proceeds of revolving loans may be used (i) to refinance 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. We may terminate or reduce the amount of the revolving commitments at any time and from time to time without penalty or premium, subject to the terms of the First Lien Credit Agreement.
The First Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the Second Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.”
Second Lien Credit Agreement
Amounts borrowed under the Second Lien Credit Agreement may be either Base Rate Loans or LIBOR Loans. Base Rate Loans bear interest at the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus 1.0%, provided that the Base Rate will not be less than 1.50% per annum, in each case plus 7.00% per annum. LIBOR Loans bear interest at LIBOR plus 8.00% per annum, provided that LIBOR will not be less than 0.50% per annum. Interest is due to be paid in kind on the last day of each applicable interest period (with rolling 30-day interest periods) by adding the accrued and unpaid amount thereof to the principal balance of the loans under the Second Lien Credit Agreement and then accruing interest on the increased principal amount (provided that after the discharge of our Senior Debt Obligations, interest will be paid in cash). We are required to pay certain fees to the administrative agent for the account of the lenders in connection with the Second Lien Credit Agreement.
The proceeds of loans under the Second Lien Credit Agreement may only be used to refinance existing indebtedness under the 2018 Credit Agreement and the 7-Year Term Loan.
The Second Lien Credit Agreement contains, among other restrictions, certain additional affirmative and negative covenants and other terms, many of which substantially align with those in the First Lien Credit Agreement and are summarized below under “Similar Terms of the Credit Agreements.”
On February 8, 2021, the Company entered into the first amendment to the Second Lien Credit Agreement (“First Amendment”). The First Amendment provided for elimination of approximately $5.3 million of the disputed default interest that was capitalized into the principal balance of the Second Lien Term Loan Facility on the effective date thereof, reducing the outstanding principal amount of loans outstanding under the Second Lien Credit Agreement, retroactively, as of December 10, 2020, to $535.2 million. The First Amendment also eliminated the disputed PIK interest that was capitalized through the date of the amendment.
Similar Terms of the Credit Agreements
Each of the Credit Agreements contains certain affirmative and negative covenants and other provisions, as described in detail below, which substantially align with those contained in the other Credit Agreements.
Covenants
Each of the Credit Agreements contains, among other restrictions, certain affirmative and negative covenants, including, without limitation, requirements that we:
|
•
|
maintain liquidity of at least $25.0 million, to be comprised of unrestricted cash held in certain deposit accounts subject to control agreements, up to $5.0 million held in a certain other deposit account excluded from the collateral, the unused revolving loan commitments under the First Lien Credit Agreement (to the extent available to be drawn), and amounts on deposit in a designated collateral proceeds account and amounts on deposit in a cash collateral account;
|
|
•
|
maintain a minimum senior debt yield of 11.35% from and after June 30, 2021;
|
14
Table of Contents
|
•
|
maintain a minimum corporate debt yield of (a) 6.50% from June 30, 2021 through and including September 30, 2021 and (b) 7.25% from and after October 1, 2021;
|
|
•
|
provide to the administrative agent, among other things, PREIT and its subsidiaries’ quarterly and annual financial statements, annual budget, reports on projected sources and uses of cash, and an updated annual business plan, as well as quarterly and annual operating statements, rent rolls, and certain other collections and tenant reports and information as the administrative agent may reasonably request with respect to each Borrowing Base Property;
|
|
•
|
maintain PREIT’s status as a REIT;
|
|
•
|
use commercially reasonable efforts to obtain subordination, non-disturbance and attornment agreements from each tenant under certain Major Leases as well as ground lease estoppel certificates from each ground lessor of a Borrowing Base Property;
|
|
•
|
comply with the requirements of the various security documents and, at the administrative agent’s request, promptly notify the administrative agent of any acquisition of any owned real property that is not subject to a mortgage and grant liens on such real property to secure our obligations under the applicable Credit Agreement;
|
|
•
|
not amend any existing sale agreements with respect to Borrowing Base Properties to result in a reduction of cash consideration by 20% or more; and
|
|
•
|
not retain more than $6.5 million of cash in property-level accounts held by our subsidiaries that are owners of real property (subject to certain exceptions).
|
Each of the Credit Agreements also limits our ability, subject to certain exceptions, to make certain restricted payments (including payments of dividends and voluntary prepayments of certain indebtedness which includes, with respect to the First Lien Credit Agreement, voluntary prepayments under the Second Lien Credit Agreement), make certain types of investments and acquisitions, issue redeemable securities, incur additional indebtedness, incur liens on our assets, enter into agreements with a negative pledge, make certain intercompany transfers, merge, consolidate or sell all or substantially all of our assets or the equity interests in our subsidiaries, amend our organizational documents or material contracts, enter into transactions with affiliates, or enter into derivatives contracts. We are also prohibited from selling certain properties unless certain conditions are satisfied with respect to the terms of the sale agreement for such property or, in the case of Borrowing Base Properties, payment of certain release prices.
The First Lien Credit Agreement and, after our Senior Debt Obligations are discharged, the Second Lien Credit Agreement, each prohibit us from (i) entering into Major Leases, (ii) assigning leases, (iii) discounting any rent under leases where the leased premises is at least 7,500 square feet at a Borrowing Base Property and the discounted amount is more than $750,000 and more than 25% of the aggregate contractual base rent payable over the initial term (not including any extension options), (iv) collecting rent in advance, (v) terminating or modifying the terms of any Major Lease or releasing or discharging tenants from any obligations thereunder, (vi) consenting to a tenant’s assignment or subletting of a Major Lease, or (vii) subordinating any lease to any other deed of trust, mortgage, deed to secure debt or encumbrance, other than the mortgages already encumbering the applicable Borrowing Base Property and the mortgages entered into in connection with the other Credit Agreement. Under the First Lien Credit Agreement, and under the Second Lien Credit Agreement after the First Lien Termination Date, any amounts equal to or greater than $2.5 million but less than $3.5 million received by or on behalf of a guarantor in consideration of any termination or modification of a lease (or the release or discharge of a tenant) are subject to restrictions on use, and such amounts that are equal to or greater than $3.5 million must be applied to reduce our outstanding obligations under the applicable Credit Agreement.
As of March 31, 2021, we were in compliance with all financial covenants under the Credit Agreements, several of which only come into effect on June 30, 2021.
Restructured Credit Agreements
Prior to completion of the Financial Restructuring, we had entered into three credit agreements: (1) the 2018 Credit Agreement, which included (a) the $375.0 million 2018 Revolving Facility (“Restructured Revolver”), and (b) the $300.0 million 2018 Term Loan Facility, (2) the $250.0 million 2014 7-Year Term Loan, and (3) the Bridge Credit Agreement. Throughout 2020, we entered into various amendments to the Restructured Credit Agreements. On August 11, 2020, we entered into the Bridge Credit Agreement which provided for up to $30.0 million of additional borrowings and an original maturity date of September 30, 2020. On September 30, 2020, we amended our Restructured Credit Agreements to, among other things, extend the maturity date of the Bridge Credit Agreement until October 31, 2020 and to provide for the ability to request additional commitments of up to $25.0 million under our Bridge Credit Agreement. The September 2020 amendments also eliminated the minimum liquidity requirement under each of the Restructured Credit Agreements. We also amended the Bridge Credit Agreement on October 16, 2020 to, among other things, increase the aggregate amount of commitments under the Bridge Credit Agreement by $25.0 million. As of November 1, 2020, we had borrowed $590.0 million available under the Restructured Credit Agreements, including $55.0 million under our Bridge Credit Agreement and the full $375.0 million under the 2018 Revolving Facility. The Restructured Credit Agreements contained certain affirmative and negative covenants, several of which were amended on March 30, 2020. Pursuant to amendments dated July 27, 2020, some of those covenants were suspended for the duration of the suspension period, as extended by the September 30, 2020 amendments. As such, the Restructured Credit Agreements, as amended, restricted our ability to declare and pay dividends on our common shares and preferred shares for the duration of the Suspension Period. The filing of the chapter 11 cases constituted an event of default under the Restructured Credit Agreements. Upon our entry into the Credit Agreements, the Bridge Credit Agreement, the 7-Year Term Loan and the 2018 Credit Agreement were cancelled.
15
Table of Contents
Consolidated Mortgage Loans
The estimated fair values of our consolidated mortgage loans based on year-end interest rates and market conditions at March 31, 2021 and December 31, 2020 were as follows:
|
|
|
March 31, 2021
|
|
|
December 31, 2020
|
|
|
(in millions of dollars)
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Mortgage loans(1)
|
|
$
|
874.9
|
|
|
$
|
852.6
|
|
|
$
|
884.5
|
|
|
$
|
873.2
|
|
|
|
|
|
(1)
|
The carrying value of mortgage loans is net of unamortized debt issuance costs of $1.1 million and $1.0 million as of March 31, 2021 and December 31, 2020, respectively.
|
The consolidated mortgage loans contain various customary default provisions. As of March 31, 2021, we were not in default on any of the consolidated mortgage loans, except for our mortgage secured by Valley View Mall.
Mortgage Loan Activity
Woodland Amendment
On February 8, 2021, we entered into an amendment to our mortgage loan secured by the Woodland Mall in Grand Rapids, Michigan, which provides for an extension of the maturity date until December 10, 2021, with an option to extend an additional year if certain criteria are met. Among other things, the amendment also (i) reduces the cap on guarantor liability for PREIT Associates, L.P. to $10.0 million; (ii) restricts the lenders from exercising their rights and remedies under the guaranty until December 10, 2022, unless there is a bankruptcy filing with respect to the borrowers or guarantor; (iii) adjusts the interest rate; (iv) provides for the pledge of additional collateral as security for the borrowers’ obligations (including the anchor parcel at Woodland Mall which was released as collateral from our senior secured credit facilities); and (v) requires the borrowers to pay to the lenders a $5.0 million remargin payment. The Company capitalized $0.3 million of lender fees as additional debt issuance costs in connection with the amendment.
Forbearance Agreements
During 2020, we executed forbearance and loan modification agreements for Cherry Hill Mall, Cumberland Mall, Dartmouth Mall, Francis Scott Key Mall, Viewmont Mall, and Woodland Mall. These arrangements allowed us to defer principal payments, and in some cases interest as well, between May and August 2020 depending on the terms of each agreement. At the end of the deferral period, repayment of deferred amounts spanned from four to six months. The repayment periods ranged from August 2020 through February 2021 pursuant to the terms of the specific agreements. Certain of these forbearance and loan modification agreements also imposed certain additional informational reporting requirements during the applicable modification periods. As of March 31, 2021, we had repaid all principal and interest deferrals.
Valley View Mall
In the second quarter of 2020, we received a notice of transfer of servicing for the mortgage loan secured by Valley View Mall, which had a $27.3 million balance as of June 30, 2020. Subsequently, we failed to make the June 2020 monthly payment and our subsidiary that is the borrower under the mortgage also received a notice of default on the mortgage from the lender. Additionally, we did not pay the balloon payment of $27.3 million due at maturity on July 1, 2020. A foreclosure notice was filed and operations of the property were assigned to a receiver in August 2020. See Note 2 for further detail.
Note Payable
In April 2020, in light of the impact of COVID-19 on our business and limited capital resources, we applied for and received proceeds from a potentially forgivable loan in the amount of $4.5 million under the Paycheck Protection Program (PPP) of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. We entered into a note payable with our lender bank (“Note Payable”). The Note Payable will mature on April 15, 2022. Based on the CARES Act and the Note Payable, all payments of both principal and interest will be deferred until at least August 2021. The Note Payable accrues interest at a rate of 1.00% per annum, and the interest will continue to accrue throughout the period the Note Payable is outstanding, or the forgiveness date. All or a portion of PPP loans are eligible for forgiveness pursuant to program guidelines to the extent the proceeds are used for qualifying purposes within a 24-week period following the loan funding. The proceeds are included in “Accrued expenses and other liabilities” in our consolidated balance sheets. In April 2021 we submitted our forgiveness application.
16
Table of Contents
5. CASH FLOW INFORMATION
Cash paid for interest was $16.3 million and $14.9 million for the three months ended March 31, 2021 and 2020, respectively, net of amounts capitalized of $0.1 million and $0.9 million, respectively.
In our statement of cash flows, we report cash flows on our revolving facilities on a net basis. We had no borrowings or repayments on our First Lien Revolving Facility for the three months ended March 31, 2021. Aggregate borrowings on our Restructured Revolver were $34.0 million for the three months ended March 31, 2020 with no paydowns.
Accrued construction costs increased by $0.3 million and decreased by $5.3 million for the three months ended March 31, 2021 and 2020, respectively, representing non-cash changes in investment in real estate and construction in progress.
The following table provides a summary of cash, cash equivalents, and restricted cash reported within the statement of cash flows as of March 31, 2021 and 2020.
|
|
|
March 31,
|
|
|
(in thousands of dollars)
|
|
2021
|
|
|
2020
|
|
|
Cash and cash equivalents
|
|
$
|
44,637
|
|
|
$
|
5,351
|
|
|
Restricted cash included in other assets
|
|
|
9,279
|
|
|
|
6,247
|
|
|
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
|
$
|
53,916
|
|
|
$
|
11,598
|
|
Our restricted cash consists of cash held in escrow by banks for real estate taxes and other purposes.
6. DERIVATIVES
In the normal course of business, we are exposed to financial market risks, including interest rate risk on our interest bearing liabilities. We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of financial instruments such as derivatives. We do not use financial instruments for trading or speculative purposes.
Cash Flow Hedges of Interest Rate Risk
For derivatives that have been designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in “Accumulated other comprehensive (loss) income” and subsequently reclassified into “Interest expense, net” in the same periods during which the hedged transaction affects earnings. Through December 10, 2020, all of our derivatives were designated and qualified as cash flow hedges of interest rate risk.
On December 10, 2020 as a result of the Financial Restructuring, we de-designated seven of our interest rate swaps which were previously designated cash flow hedges against the 2018 Credit Facility and 7-year Term Loan, as the occurrence of the hedged forecasted transactions was no longer probable during the hedged time period due to the Financial Restructuring as described in Note 1. As such, the Company accelerated the reclassification of a portion of the amounts in other comprehensive (loss) income to earnings which resulted in a loss of $2.8 million that was recorded within interest expense, net in the consolidated statement of operations. Additionally, on December 10, 2020, the Company voluntarily de-designated the remaining thirteen interest swaps that were also previously designated as cash flow hedges against the 2018 Credit Facility and 7-year Term Loan. Upon de-designation, the accumulated other comprehensive (loss) income balance of each of these de-designated derivatives will be separately reclassified to earnings as the originally hedged forecasted transactions affect earnings. Through December 10, 2020, the changes in fair value of the derivatives were recorded to accumulated other comprehensive (loss) income in the consolidated balance sheets.
On December 22, 2020, we re-designated nine interest rate swaps with a notional amount of $375.0 million as cash flow hedges of interest rate risk against the First Lien Term Loan Facility. These interest rate swaps qualified for hedge accounting treatment with changes in the fair value of the derivatives recorded through accumulated other comprehensive (loss) income.
During the three months ended March 31, 2021 we had three designated swaps mature. As of March 31, 2021, we had ten total derivatives which were designated as cash flow hedges.
We recognize all derivatives at fair value as either assets or liabilities in the accompanying consolidated balance sheets. Our derivative assets are recorded in “Deferred costs and other assets” and our derivative liabilities are recorded in “Fair value of derivative instruments.”
17
Table of Contents
Over the next twelve months we estimate that $10.3 million will be reclassified as an increase to interest expense. The recognition of these amounts could be accelerated in the event that we repay amounts outstanding on the debt instruments and do not replace them with new borrowings.
Non-designated Hedges
Derivatives not designated as hedges are not speculative; they are also used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. For swaps that were not re-designated subsequent to December 10, 2020, changes in the fair value of derivatives are recorded directly in earnings as interest expense in the consolidated statement of operations. During the three months ended March 31, 2021 we had four non-designated swaps mature. As of March 31, 2021, we had seven total derivatives which were not designated in hedging relationships.
Interest Rate Swaps
As of March 31, 2021, we had interest rate swap agreements designated in qualifying hedging relationships outstanding with a weighted average base interest rate of 2.57% on a notional amount of $439.8 million, maturing on various dates through May 2023. As of March 31, 2021, our non-designated swaps outstanding with a weighted average base interest rate of 1.85% on a notional amount of $175.0 million, maturing in December 2021. We originally entered into these interest rate swap agreements in order to hedge the interest payments associated with our issuances of variable interest rate long term debt. The interest rate swap agreements are net settled monthly.
The following table summarizes the terms and estimated fair values of our interest rate swap derivative instruments as of March 31, 2021 and December 31, 2020 based on the year they mature. The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate or market risks.
|
Maturity Date
|
|
Aggregate Notional Value at
March 31, 2021
(in millions of dollars)
|
|
|
Aggregate Fair Value at
March 31, 2021 (1)
(in millions of dollars)
|
|
|
Aggregate Fair Value at
December 31, 2020 (1)
(in millions of dollars)
|
|
|
Weighted
Average Interest
Rate
|
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
$
|
139.8
|
|
|
$
|
(2.1
|
)
|
|
$
|
(3.0
|
)
|
|
|
2.29
|
%
|
|
2023
|
|
|
300.0
|
|
|
|
(15.1
|
)
|
|
|
(17.2
|
)
|
|
|
2.70
|
%
|
|
Non-designated Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
175.0
|
|
|
|
(2.2
|
)
|
|
|
(3.1
|
)
|
|
|
1.85
|
%
|
|
Total
|
|
$
|
614.8
|
|
|
$
|
(19.4
|
)
|
|
$
|
(23.3
|
)
|
|
|
2.36
|
%
|
|
(1)
|
As of March 31, 2021 and December 31, 2020, derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy and we did not have any significant recurring fair value measurements related to derivative instruments using significant unobservable inputs (Level 3).
|
The tables below present the effect of derivative financial instruments on accumulated other comprehensive (loss) income and on our consolidated statements of operations for the three months ended March 31, 2021 and 2020:
|
|
|
Three Months Ended March 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)
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate products
|
|
$
|
0.2
|
|
|
$
|
(20.1
|
)
|
|
$
|
2.4
|
|
|
$
|
0.4
|
|
|
|
|
Three Months Ended March 31,
|
|
|
(in millions of dollars)
|
|
2021
|
|
|
2020
|
|
|
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded
|
|
$
|
(30.7
|
)
|
|
$
|
(16.9
|
)
|
|
Amount of (loss) gain reclassified from accumulated other comprehensive income into interest expense
|
|
$
|
2.4
|
|
|
$
|
0.4
|
|
The impact of our non-designated swaps resulted in a loss of approximately $40 thousand for the three months ended March 31, 2021, which is recognized in interest expense, net in the consolidated statement of operations.
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Table of Contents
Credit-Risk-Related Contingent Features
We have agreements with some of our derivative counterparties that contain a provision pursuant to which, if our entity that originated such derivative instruments defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared to be in default on our derivative obligations. As of March 31, 2021, we were not in default on any of our derivative obligations.
We have an agreement with a derivative counterparty that incorporates the loan covenant provisions of our loan agreement with a lender affiliated with the derivative counterparty. Failure to comply with the loan covenant provisions would result in our being in default on any derivative instrument obligations covered by the agreement.
As of March 31, 2021, the fair value of derivatives in a liability position, which excludes accrued interest but includes any adjustment for nonperformance risk related to these agreements, was $19.4 million. If we had breached any of the default provisions in these agreements as of March 31, 2021, we might have been required to settle our obligations under the agreements at their termination value (including accrued interest) of $21.6 million. We had not breached any of these provisions as of March 31, 2021.
7. LEASES
As Lessee
We have entered into ground leases for portions of the land at Springfield Town Center and Plymouth Meeting Mall. We have also entered into an office lease for our headquarters location, as well as vehicle, solar panel and equipment leases as a lessee. The initial terms of these agreements generally range from three to 40 years, with certain agreements containing extension options for up to an additional 60 years. Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancelable period of the lease and any renewal option period we are reasonably certain of exercising. Certain agreements require that we pay a portion of reimbursable expenses such as CAM, utilities, insurance and real estate taxes. These payments are not included in the calculation of the lease liability and are presented as variable lease costs.
Our leases do not provide a readily determinable implicit interest rate; therefore, we estimate our incremental borrowing rate to calculate the present value of remaining lease payments. In determining our incremental borrowing rate, we considered the lease term, market interest rates and estimates regarding our implied credit rating using market data with adjustments to determine an appropriate incremental borrowing rate.
The following table presents additional information pertaining to the Company’s leases:
|
|
|
Three Months Ended March 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
(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
|
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
Interest on lease liabilities
|
|
|
63
|
|
|
|
—
|
|
|
|
—
|
|
|
|
63
|
|
|
|
79
|
|
|
|
—
|
|
|
|
—
|
|
|
|
79
|
|
|
Operating lease costs
|
|
|
—
|
|
|
|
436
|
|
|
|
311
|
|
|
|
747
|
|
|
|
—
|
|
|
|
436
|
|
|
|
342
|
|
|
|
778
|
|
|
Variable lease costs
|
|
|
—
|
|
|
|
45
|
|
|
|
63
|
|
|
|
108
|
|
|
|
—
|
|
|
|
43
|
|
|
|
43
|
|
|
|
86
|
|
|
Total lease costs
|
|
$
|
265
|
|
|
$
|
481
|
|
|
$
|
374
|
|
|
$
|
1,120
|
|
|
$
|
283
|
|
|
$
|
479
|
|
|
$
|
385
|
|
|
$
|
1,147
|
|
Other information related to leases as of and for the three months ended March 31, 2021 and 2020 are as follows:
|
(in thousands of dollars)
|
|
2021
|
|
|
2020
|
|
|
Cash paid for the amounts included in the measurement of lease liabilities
|
|
|
|
|
|
|
|
|
|
Operating cash flows used for finance leases
|
|
$
|
63
|
|
|
$
|
70
|
|
|
Operating cash flows used for operating leases
|
|
$
|
552
|
|
|
$
|
492
|
|
|
Financing cash flows used for finance leases
|
|
$
|
184
|
|
|
$
|
173
|
|
|
Weighted average remaining lease term-finance leases (months)
|
|
|
83
|
|
|
|
95
|
|
|
Weighted average remaining lease term-operating leases (months)
|
|
|
296
|
|
|
|
306
|
|
|
Weighted average discount rate-finance leases
|
|
|
4.35
|
%
|
|
|
4.37
|
%
|
|
Weighted average discount rate-operating leases
|
|
|
6.44
|
%
|
|
|
6.43
|
%
|
19
Table of Contents
Future payments against lease liabilities as of March 31, 2021 are as follows:
|
(in thousands of dollars)
|
|
Finance leases
|
|
|
Operating leases
|
|
|
Total
|
|
|
April 1 to December 31, 2021
|
|
$
|
742
|
|
|
$
|
1,992
|
|
|
$
|
2,734
|
|
|
2022
|
|
|
988
|
|
|
|
2,560
|
|
|
|
3,548
|
|
|
2023
|
|
|
983
|
|
|
|
2,514
|
|
|
|
3,497
|
|
|
2024
|
|
|
949
|
|
|
|
2,429
|
|
|
|
3,378
|
|
|
2025
|
|
|
929
|
|
|
|
2,341
|
|
|
|
3,270
|
|
|
Thereafter
|
|
|
2,072
|
|
|
|
51,138
|
|
|
|
53,210
|
|
|
Total undiscounted lease payments
|
|
|
6,663
|
|
|
|
62,974
|
|
|
|
69,637
|
|
|
Less imputed interest
|
|
|
(920
|
)
|
|
|
(32,948
|
)
|
|
|
(33,868
|
)
|
|
Total lease liabilities
|
|
$
|
5,743
|
|
|
$
|
30,026
|
|
|
$
|
35,769
|
|
As Lessor
As of March 31, 2021, the fixed contractual lease payments, including minimum rents and fixed CAM amounts, to be received over the next five years pursuant to the terms of noncancelable operating leases with initial terms greater than one year are included in the table below. The amounts presented assume that no leases are renewed and no renewal options are exercised. Additionally, the table does not include variable lease payments that may be received under certain leases for percentage rents or the reimbursement of operating costs, such as common area expenses, utilities, insurance and real estate taxes. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available.
|
(in thousands of dollars)
|
|
|
|
|
|
April 1 to December 31, 2021
|
|
$
|
141,799
|
|
|
2022
|
|
|
173,559
|
|
|
2023
|
|
|
153,082
|
|
|
2024
|
|
|
130,665
|
|
|
2025
|
|
|
104,533
|
|
|
Thereafter
|
|
|
283,669
|
|
|
|
|
$
|
987,307
|
|
8. COMMITMENTS AND CONTINGENCIES
Contractual Obligations
As of March 31, 2021, we had unaccrued contractual and other commitments related to our capital improvement projects and development projects of $9.4 million, including $4.8 million of commitments related to the redevelopment of Fashion District Philadelphia, in the form of tenant allowances and contracts with general service providers and other professional service providers. For purposes of this disclosure, the contractual obligations and other commitments related to Fashion District Philadelphia are included at 100% of the obligation and not at our 50% ownership share.
Preferred Dividend Arrearages
Dividends on the Series B, Series C and Series D preferred shares are cumulative and therefore will continue to accrue at an annual rate of $1.8436 per share, $1.80 per share and $1.7188 per share, respectively. As of March 31, 2021, the cumulative amount of unpaid dividends on our issued and outstanding preferred shares totaled $20.5 million. This consisted of unpaid dividends per share on the Series B, Series C and Series D preferred shares of $1.38 per share, $1.35 per share and $1.29 per share, respectively.
Property Damage from Natural and Other Disasters
During the three months ended March 31, 2020, Cherry Hill Mall in Cherry Hill, New Jersey experienced a power outage due to the failure of an underground high voltage cable, which required the use of backup generator power. We recorded net costs of approximately $0.6 million during the three months ended March 31, 2020 as a result of the power outage and subsequently received recoveries of $0.6 million in April 2020.
20
Table of Contents