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Investments in Partnerships
9 Months Ended
Sep. 30, 2021
Equity Method Investments And Joint Ventures [Abstract]  
Investments in Partnerships

3. INVESTMENTS IN PARTNERSHIPS

 

The following table presents summarized financial information of the equity investments in our unconsolidated partnerships as of September 30, 2021 and December 31, 2020:

 

(in thousands of dollars)

 

September 30, 2021

 

 

December 31, 2020

 

ASSETS:

 

 

 

 

 

 

Investments in real estate, at cost:

 

 

 

 

 

 

Operating properties

 

$

844,214

 

 

$

824,328

 

Construction in progress

 

 

7,786

 

 

 

20,632

 

Total investments in real estate

 

 

852,000

 

 

 

844,960

 

Accumulated depreciation

 

 

(240,713

)

 

 

(224,641

)

Net investments in real estate

 

 

611,287

 

 

 

620,319

 

Cash and cash equivalents

 

 

51,433

 

 

 

28,060

 

Deferred costs and other assets, net

 

 

163,575

 

 

 

161,465

 

Total assets

 

 

826,295

 

 

 

809,844

 

LIABILITIES AND PARTNERS’ INVESTMENT:

 

 

 

 

 

 

Mortgage loans payable, net

 

 

496,257

 

 

 

491,119

 

FDP Term Loan, net

 

 

194,603

 

 

 

201,000

 

Partnership Loan

 

 

109,897

 

 

 

100,000

 

Other liabilities

 

 

139,904

 

 

 

132,715

 

Total liabilities

 

 

940,661

 

 

 

924,834

 

Net investment

 

 

(114,366

)

 

 

(114,990

)

Partners’ share

 

 

(57,984

)

 

 

(59,080

)

PREIT’s share

 

 

(56,382

)

 

 

(55,910

)

Excess investment (1)

 

 

6,702

 

 

 

6,390

 

Net investments and advances

 

$

(49,680

)

 

$

(49,520

)

Investment in partnerships, at equity

 

$

19,947

 

 

$

27,066

 

Distributions in excess of partnership investments

 

 

(69,627

)

 

 

(76,586

)

Net investments and advances

 

$

(49,680

)

 

$

(49,520

)

_____________________

 

(1) Excess investment represents the unamortized difference between our investment and our share of the equity in the underlying net investment in the unconsolidated partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in “Equity in income (loss) of partnerships.”

 

We record distributions from our equity investments using the nature of the distribution approach.

The following table summarizes our share of equity in loss of partnerships for the three and nine months ended September 30, 2021 and 2020:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands of dollars)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Real estate revenue

 

$

27,790

 

 

$

24,198

 

 

$

85,827

 

 

$

75,484

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating and other expenses

 

 

(11,878

)

 

 

(13,924

)

 

 

(35,759

)

 

 

(35,884

)

Interest expense (1)

 

 

(11,309

)

 

 

(6,038

)

 

 

(33,104

)

 

 

(18,008

)

Depreciation and amortization

 

 

(6,715

)

 

 

(10,570

)

 

 

(20,051

)

 

 

(25,965

)

Total expenses

 

 

(29,902

)

 

 

(30,532

)

 

 

(88,914

)

 

 

(79,857

)

Net loss

 

 

(2,112

)

 

 

(6,334

)

 

 

(3,087

)

 

 

(4,373

)

Less: Partners’ share

 

 

719

 

 

 

3,183

 

 

 

810

 

 

 

1,884

 

PREIT’s share

 

 

(1,393

)

 

 

(3,151

)

 

 

(2,277

)

 

 

(2,489

)

Amortization of excess investment

 

 

(36

)

 

 

(108

)

 

 

(152

)

 

 

(309

)

Equity in loss of partnerships

 

$

(1,429

)

 

$

(3,259

)

 

$

(2,429

)

 

$

(2,798

)

(1) Net of capitalized interest expense of $92 and $467 for the three months ended September 30, 2021 and 2020, respectively, and $338 and $2,394 for the nine months ended September 30, 2021 and 2020, respectively.

Fashion District Philadelphia

Sale of 801 Market Street, Unit 202

In May 2021, PM Gallery LP, a Delaware limited partnership and joint venture entity owned indirectly by us and The Macerich Company (“Macerich”), sold, through a subsidiary, a portion of an asset at Fashion District Philadelphia (“FDP”) for $5.3 million. The sale resulted in a gain of $2.6 million for the joint venture, our share of which is $1.3 million at a 50% share. The gain is recorded in gain on sales of real estate by equity method investee in our consolidated statements of operations for the nine months ended September 30, 2021.

FDP Loan Agreement

PM Gallery LP previously entered into a $250.0 million term loan in January 2018 (as amended in July 2019 to increase the total maximum potential borrowings to $350.0 million) to fund the ongoing redevelopment of Fashion District Philadelphia and to repay capital contributions to the venture previously made by the partners. A total of $51.0 million was drawn during the third quarter of 2019 and we received aggregate distributions of $25.0 million as our share of the draws. On December 10, 2020, PM Gallery LP, together with certain other subsidiaries owned indirectly by us and Macerich (including the fee and leasehold owners of the properties that are part of the Fashion District Philadelphia project), entered into an Amended and Restated Term Loan Agreement (the “FDP Loan Agreement”). In connection with the execution of the FDP Loan Agreement, a $100.0 million principal payment was made (and funded indirectly by Macerich, the “Partnership Loan”) to pay down the existing loan, reducing the outstanding principal under the FDP Loan Agreement from $301.0 million to $201.0 million. The joint venture must repay the Partnership Loan plus 15% accrued interest to Macerich, in its capacity as the lender, prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner.

The FDP Loan Agreement provides for (i) a maturity date of January 22, 2023, with the potential for a one-year extension upon the borrowers’ satisfaction of certain conditions, (ii) an interest rate at the borrowers’ option with respect to each advance of either (A) the Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, and (c) the LIBOR Market Index Rate plus 1.00%) plus 2.50% or (B) LIBOR for the applicable period plus 3.50%, (iii) a full recourse guarantee of 50% of the borrowers’ obligations by PREIT Associates, L.P., on a several basis, (iv) a full recourse guarantee of certain of the borrowers’ obligations by The Macerich Partnership, L.P., up to a maximum of $50.0 million, on a several basis, (v) a pledge of the equity interests of certain indirect subsidiaries of PREIT and Macerich, as well as of PREIT-RUBIN, Inc. and one of its subsidiaries, that have a direct or indirect ownership interest in the borrowers, (vi) a non-recourse carve-out guaranty and a hazardous materials indemnity by each of PREIT Associates, L.P. and The Macerich Partnership, L.P., and (vii) mortgages of the borrowers’ fee and leasehold interests in the properties that are part of the Fashion District Philadelphia project and certain other properties. The FDP Loan Agreement contains certain covenants typical for loans of its type.

 

Joint Venture

In connection with the execution of the FDP Loan Agreement, the governing structure of PM Gallery LP was modified such that, effective as of January 1, 2021, Macerich is responsible for the entity’s operations and, subject to limited exceptions, controls major decisions. The Company considered the changes to the governing structure of PM Gallery LP and determined the investment qualifies as a variable interest entity and will continue to be accounted for under the equity method of accounting. Our maximum exposure to losses is limited to the extent of our investment, which is a 50% ownership.

 

Mortgage Loan Activity

Pavilion at Market East

On May 25, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at Pavilion at Market East. The $7.6 million mortgage has a 2-year term, maturing in May 2023. The loan has interest only payments until May 2022 at a variable rate of the greater of (a) one month LIBOR plus 3.5% or (b) 4.0%.

The Court at Oxford Valley

On June 25, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at the Court at Oxford Valley. The $55.0 million mortgage has a 10-year term, maturing on July 1, 2031. The loan has interest only payments until August 2024 at a fixed interest rate of 3.2%.

Red Rose Commons

On June 30, 2021, the Company’s unconsolidated subsidiary completed a refinance of its mortgage loan securing its property at Red Rose Commons. The $34.0 million mortgage has a 10-year term, maturing on July 6, 2031 at a fixed interest rate of 3.3%.