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Investments in Partnerships
12 Months Ended
Dec. 31, 2021
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, 2021 and 2020:

 

 

 

December 31,

 

(in thousands of dollars)

 

2021

 

 

2020

 

ASSETS:

 

 

 

 

 

 

Investments in real estate, at cost:

 

 

 

 

 

 

Operating properties

 

$

847,560

 

 

$

824,328

 

Construction in progress

 

 

6,456

 

 

 

20,632

 

Total investments in real estate

 

 

854,016

 

 

 

844,960

 

Accumulated depreciation

 

 

(247,133

)

 

 

(224,641

)

Net investments in real estate

 

 

606,883

 

 

 

620,319

 

Cash and cash equivalents

 

 

59,004

 

 

 

28,060

 

Deferred costs and other assets, net

 

 

155,247

 

 

 

161,465

 

Total assets

 

 

821,134

 

 

 

809,844

 

LIABILITIES AND PARTNERS’ INVESTMENT:

 

 

 

 

 

 

Mortgage loans payable, net

 

 

493,904

 

 

 

491,119

 

FDP Term Loan, net

 

 

194,602

 

 

 

201,000

 

Partnership Loan

 

 

115,543

 

 

 

100,000

 

Other liabilities

 

 

141,619

 

 

 

132,715

 

Total liabilities

 

 

945,668

 

 

 

924,834

 

Net investment

 

 

(124,534

)

 

 

(114,990

)

Partners’ share

 

 

(62,771

)

 

 

(59,080

)

PREIT’s share

 

 

(61,763

)

 

 

(55,910

)

Excess investment (1)

 

 

6,718

 

 

 

6,390

 

Net investments and advances

 

$

(55,045

)

 

$

(49,520

)

Investment in partnerships, at equity

 

$

16,525

 

 

$

27,066

 

Distributions in excess of partnership investments

 

 

(71,570

)

 

 

(76,586

)

Net investments and advances

 

$

(55,045

)

 

$

(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.

The following table summarizes our share of equity in (loss) income of partnerships for the years ended December 31, 2021 and 2020:

 

 

 

For the Year Ended December 31,

 

(in thousands of dollars)

 

2021

 

 

2020

 

Real estate revenue

 

$

120,861

 

 

$

101,762

 

Expenses:

 

 

 

 

 

 

Property operating and other expenses

 

 

(52,111

)

 

 

(48,285

)

Interest expense

 

 

(44,547

)

 

 

(27,665

)

Depreciation and amortization

 

 

(29,200

)

 

 

(34,947

)

Total expenses

 

 

(125,858

)

 

 

(110,897

)

Net (loss) income

 

 

(4,997

)

 

 

(9,135

)

Less: Partners’ share

 

 

1,469

 

 

 

4,186

 

PREIT’s share

 

 

(3,528

)

 

 

(4,949

)

Amortization of excess investment

 

 

(204

)

 

 

(595

)

Equity in (loss) income of partnerships

 

$

(3,732

)

 

$

(5,544

)

 

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 year ended December 31, 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 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 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. We anticipate FDP not meeting certain financial covenants applicable under the FDP Loan Agreement during 2022. See Going Concern Considerations section in Note 1.

 

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 indicated below is limited to the extent of our investment, which is a 50% ownership.

The table below includes the total assets and liabilities of the unconsolidated joint venture as of the December 10, 2020 remeasurement date.

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 3.20% to 5.00% and had a weighted average interest rate of 4.13% at December 31, 2021. The balances of the variable interest rate mortgage loans have interest rates that range from 1.60% to 4.00% and had a weighted average interest rate of 1.89% at December 31, 2021. The weighted average interest rate of all unconsolidated mortgage loans was 3.86% at December 31, 2021. 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

 

2022

 

$

4,131

 

 

$

21,500

 

 

$

25,631

 

 

$

94,292

 

2023

 

 

4,009

 

 

 

36,362

 

 

 

40,371

 

 

 

82,191

 

2024

 

 

3,838

 

 

 

 

 

 

3,838

 

 

 

7,675

 

2025

 

 

4,625

 

 

 

26,299

 

 

 

30,924

 

 

 

61,848

 

2026 and thereafter

 

 

13,794

 

 

 

111,313

 

 

 

125,107

 

 

 

250,238

 

Total principal payments

 

$

30,397

 

 

$

195,474

 

 

$

225,871

 

 

 

496,244

 

Less: Unamortized debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

2,340

 

Carrying value of mortgage notes payable

 

 

 

 

 

 

 

 

 

 

$

493,904

 

 

Mortgage Loan Activity


 

Gloucester Premium Outlets
On March 1, 2022, the Company’s unconsolidated subsidiary exercised its one-year extension option of its mortgage loan securing its property at Gloucester Premium Outlets. The $86.0 million loan maturing on March 1, 2023 has a variable interest rate.

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%.