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Investments in Partnerships
3 Months Ended
Mar. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Partnerships

3. INVESTMENTS IN PARTNERSHIPS

The following table presents summarized financial information of the equity method investments in our unconsolidated partnerships as of March 31, 2023 and December 31, 2022:

_____________________

 

 

March 31,

 

 

December 31,

 

(in thousands of dollars)

 

2023

 

 

2022

 

ASSETS:

 

 

 

 

 

 

Investments in real estate, at cost:

 

 

 

 

 

 

Operating properties

 

$

741,998

 

 

$

741,007

 

Construction in progress

 

 

5,378

 

 

 

5,346

 

Total investments in real estate

 

 

747,376

 

 

 

746,353

 

Accumulated depreciation

 

 

(242,380

)

 

 

(237,791

)

Net investments in real estate

 

 

504,996

 

 

 

508,562

 

Cash and cash equivalents

 

 

39,603

 

 

 

28,186

 

Deferred costs and other assets, net

 

 

142,940

 

 

 

142,929

 

Total assets

 

 

687,539

 

 

 

679,677

 

LIABILITIES AND PARTNERS’ INVESTMENT:

 

 

 

 

 

 

Mortgage loans payable, net

 

 

397,998

 

 

 

400,141

 

FDP Term Loan, net

 

 

78,320

 

 

 

104,427

 

Partnership Loans

 

 

246,905

 

 

 

214,008

 

Other liabilities

 

 

165,562

 

 

 

155,873

 

Total liabilities

 

 

888,785

 

 

 

874,449

 

Net investment

 

 

(201,246

)

 

 

(194,772

)

Partners’ share

 

 

(105,788

)

 

 

(102,495

)

PREIT’s share

 

 

(95,458

)

 

 

(92,277

)

Excess investment (1)

 

 

6,987

 

 

 

6,986

 

Net investments and advances

 

$

(88,471

)

 

$

(85,291

)

Investment in partnerships, at equity

 

$

7,621

 

 

$

7,845

 

Distributions in excess of partnership investments

 

 

(96,092

)

 

 

(93,136

)

Net investments and advances

 

$

(88,471

)

 

$

(85,291

)

 

(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 of partnerships for the three months ended March 31, 2023 and 2022:

 

 

 

 

Three Months Ended March 31,

 

(in thousands of dollars)

 

 

2023

 

 

2022

 

Real estate revenue

 

 

$

27,167

 

 

$

29,889

 

Expenses:

 

 

 

 

 

 

 

Property operating and other expenses

 

 

 

(10,157

)

 

 

(11,874

)

Interest expense (1)

 

 

 

(16,698

)

 

 

(11,754

)

Depreciation and amortization

 

 

 

(5,691

)

 

 

(6,655

)

Total expenses

 

 

 

(32,546

)

 

 

(30,283

)

Net loss

 

 

 

(5,379

)

 

 

(394

)

Less: Partners’ share

 

 

 

2,683

 

 

 

(1

)

PREIT’s share

 

 

 

(2,696

)

 

 

(395

)

Equity in loss of partnerships

 

 

$

(2,696

)

 

$

(395

)

(1) Net of capitalized interest expense of $24 and $0 for the three months ended March 31, 2023 and 2022, 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 redevelopment of Fashion District Philadelphia and to repay capital contributions to the venture previously made by the partners. 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. In addition, subsequent payments were made on the FDP Loan Agreement as indicated below. 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, 2024, (having been extended by one year upon satisfaction of the required conditions to extension), (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. In January 2023, the FDP Loan Agreement was amended to replace the interest rate benchmark from LIBOR to SOFR. The Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus one half (0.50%) and (c) Adjusted Term SOFR for a one-month tenor plus one percent (1.00%). The FDP Loan Agreement contains certain covenants typical for loans of its type.

 

In January 2023, the joint venture paid down an additional $26.1 million of the FDP Loan Agreement balance to reach a debt yield ratio of 12% and exercised its option to extend the FDP Loan Agreement maturity date to January 22, 2024. If the joint venture fails to meet the debt yield covenant as of any quarter end measurement date and does not pay down the FDP Loan Agreement balance to achieve compliance, the balance could become due and payable at that time. The Company guarantees 50% of the joint venture’s obligations under the FDP Loan Agreement. Management projects that the Company would be able to satisfy its obligations if the FDP term loan would become due and payable by its maturity date. The FDP Loan Agreement had a balance of $78.3 million as of March 31, 2023 (our share of which is $39.2 million). The joint venture has an outstanding balance on its Partnership Loans of $246.9 million (our share of which is $123.5 million) as of March 31, 2023 and the majority of the proceeds from the Partnership Loan were used to pay down the FDP Term Loan and the remainder was used to fund ongoing capital expenditures at the property.

 

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, and the guarantee under the FDP Loan Agreement as noted above.