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Investments in Partnerships
6 Months Ended
Jun. 30, 2022
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 June 30, 2022 and December 31, 2021:

 

_____________________

(in thousands of dollars)

 

June 30, 2022

 

 

December 31, 2021

 

ASSETS:

 

 

 

 

 

 

Investments in real estate, at cost:

 

 

 

 

 

 

Operating properties

 

$

739,183

 

 

$

847,560

 

Construction in progress

 

 

3,110

 

 

 

6,456

 

Total investments in real estate

 

 

742,293

 

 

 

854,016

 

Accumulated depreciation

 

 

(228,716

)

 

 

(247,133

)

Net investments in real estate

 

 

513,577

 

 

 

606,883

 

Cash and cash equivalents

 

 

45,968

 

 

 

59,004

 

Deferred costs and other assets, net

 

 

151,514

 

 

 

155,247

 

Total assets

 

 

711,059

 

 

 

821,134

 

LIABILITIES AND PARTNERS’ INVESTMENT:

 

 

 

 

 

 

Mortgage loans payable, net

 

 

404,055

 

 

 

493,904

 

FDP Term Loan, net

 

 

194,602

 

 

 

194,602

 

Partnership Loan

 

 

119,067

 

 

 

115,543

 

Other liabilities

 

 

146,852

 

 

 

141,619

 

Total liabilities

 

 

864,576

 

 

 

945,668

 

Net investment

 

 

(153,517

)

 

 

(124,534

)

Partners’ share

 

 

(81,841

)

 

 

(62,771

)

PREIT’s share

 

 

(71,676

)

 

 

(61,763

)

Excess investment (1)

 

 

6,963

 

 

 

6,718

 

Net investments and advances

 

$

(64,713

)

 

$

(55,045

)

Investment in partnerships, at equity

 

$

7,967

 

 

$

16,525

 

Distributions in excess of partnership investments

 

 

(72,680

)

 

 

(71,570

)

Net investments and advances

 

$

(64,713

)

 

$

(55,045

)

 

(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 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 three and six months ended June 30, 2022 and 2021:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands of dollars)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Real estate revenue

 

$

27,691

 

 

$

33,137

 

 

$

57,580

 

 

$

58,037

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating and other expenses

 

 

(11,018

)

 

 

(10,142

)

 

 

(22,892

)

 

 

(23,881

)

Interest expense (1)

 

 

(12,208

)

 

 

(11,091

)

 

 

(23,962

)

 

 

(21,795

)

Depreciation and amortization

 

 

(6,471

)

 

 

(6,406

)

 

 

(13,126

)

 

 

(13,336

)

Total expenses

 

 

(29,697

)

 

 

(27,639

)

 

 

(59,980

)

 

 

(59,012

)

Net loss

 

 

(2,006

)

 

 

5,498

 

 

 

(2,400

)

 

 

(975

)

Less: Partners’ share

 

 

818

 

 

 

(3,005

)

 

 

817

 

 

 

91

 

PREIT’s share

 

 

(1,188

)

 

 

2,493

 

 

 

(1,583

)

 

 

(884

)

Amortization of excess investment

 

 

-

 

 

 

(60

)

 

 

-

 

 

 

(116

)

Equity in (loss) income of partnerships

 

$

(1,188

)

 

$

2,433

 

 

$

(1,583

)

 

$

(1,000

)

(1) Net of capitalized interest expense of $0 and $143 for the three months ended June 30, 2022 and 2021, respectively and $0 and $246 for the six months ended June 30, 2022 and 2021, 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. We anticipate that the joint venture will not meet 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 is limited to the extent of our investment, which is a 50% ownership.

Mortgage Loan Activity

Pavilion at Market East

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. 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 had 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%.

Dispositions

In June 2022, we sold our 25% interest in the Gloucester Premium Outlets located in Blackwood, New Jersey for total consideration of $35.4 million, subject to customary working capital adjustments, consisting of $14.1 million in cash and $21.4 million in debt assumption. We recorded a gain of $9.1 million in connection with the sale. We used net proceeds of $14.0 million from the sale to pay down our First Lien Revolving Facility and First Lien Term Loan.

Significant Unconsolidated Subsidiary

We have a 50% ownership interest in Fashion District Philadelphia ("FDP"). The financial information of FDP is included in the amounts above. Summarized balance sheet information as of June 30, 2022 and December 31, 2021, and summarized statement of operations information for the three and six months ended June 30, 2022 and 2021 which is accounted for using the equity method, are as follows:

(in thousands of dollars)

 

June 30, 2022

 

 

December 31, 2021

 

Summarized balance sheet information

 

 

 

 

 

 

Total assets

 

$

456,410

 

 

$

457,050

 

FDP Term Loan, net

 

 

313,669

 

 

 

310,145

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands of dollars)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Summarized statement of operations information

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

6,586

 

 

$

12,815

 

 

$

13,634

 

 

$

17,741

 

Property operating expenses

 

 

(3,998

)

 

 

(2,706

)

 

 

(9,212

)

 

 

(9,060

)

Interest expense

 

 

(7,524

)

 

 

(6,010

)

 

 

(14,609

)

 

 

(11,695

)

Net (loss) income

 

 

(8,006

)

 

 

544

 

 

 

(16,266

)

 

 

(9,789

)

PREIT’s share of equity in (loss) income of partnership

 

 

(4,003

)

 

 

272

 

 

 

(8,133

)

 

 

(4,895

)