Property Debt



Number of

Company's

Carrying Value

As of December 31, 2017



Apartment Units

Effective

December 31,

December 31,

Maturity

Interest

Entity / Property Name

or Rentable Square Feet (sf)

Ownership % (a)

2017

2016

Balance

Date

Rate

Multi-family

Marbella RoseGarden, L.L.C./ Marbella

units

%

$

$

$

05/01/18

%

RoseGarden Monaco Holdings, L.L.C./ Monaco 

units

(e)

 -

 -

 -

 -

 -

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park  (b) (c)

units

%

(d)

(d)

Riverwalk G Urban Renewal, L.L.C./ RiverTrace at Port Imperial 

units

%

11/10/26

%

Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)  (f)

units

%

 -

 -

 -

 -

 -

Crystal House Apartments Investors LLC / Crystal House  (g)

units

%

04/01/20

%

Riverwalk C Urban Renewal, L.L.C.  (h)

units

%

 -

 -

12/06/21

L+2.75

%

RoseGarden Marbella South, L.L.C./ Marbella II 

units

%

03/30/18

L+2.25

%

(i)

Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B) (f)

units

%

 -

 -

 -

 -

 -

Riverpark at Harrison I, L.L.C./ Riverpark at Harrison

units

%

08/01/25

%

Capitol Place Mezz LLC / Station Townhouses

units

%

07/01/33

%

Harborside Unit A Urban Renewal, L.L.C. / URL Harborside

units

%

08/01/29

%

(j)

Roseland/Port Imperial Partners, L.P.  (k)

potential units

%

 -

-

-

RoseGarden Monaco, L.L.C./ San Remo Land (l)

potential units

%

 -

 -

-

-

Grand Jersey Waterfront URA, L.L.C./ Liberty Landing

potential units

%

 -

-

-

Hillsborough 206 Holdings, L.L.C./ Hillsborough 206

sf

%

 -

-

-

Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations) (m)

sf

%

 -

 -

-

-



Office

Red Bank Corporate Plaza, L.L.C./ Red Bank

sf

%

05/17/18

L+3.00

%

12 Vreeland Associates, L.L.C./ 12 Vreeland Road

sf

%

07/01/23

%

BNES Associates III / Offices at Crystal Lake

sf

%

11/01/23

%

KPG-P 100 IMW JV, LLC / 100 Independence Mall West

sf

(n)

 -

 -

 -

-

-

Keystone-Penn

sf

(n)

 -

 -

 -

-

-

Keystone-TriState

sf

(n)

 -

 -

-

-

KPG-MCG Curtis JV, L.L.C./ Curtis Center

sf

(o)

 -

 -

-

-



Other

Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial

sf

%

 -

-

-

South Pier at Harborside / Hyatt Regency Jersey City on the Hudson

rooms

%

10/01/26

%

Other (p)

 -

-

-

Totals:

$

$

$





(a)      

Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.

(b)      

The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.

(c)

Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park"). 

(d)      

Property debt balance consists of: (i) an amortizable loan, collateralized by the Metropolitan at 40 Park, with a balance of $36.8 million bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6.2 million, bears interest at 3.63 percent, matures in August 2018.  On February 3, 2017, the venture obtained a construction loan for the Lofts at 40 Park with a balance of $10.2 million, which bears interest at LIBOR plus 250 basis points and matures in February 2020 and provides, subject to certain conditions, two one-year extension options with a fee of 15 basis points for each year.

(e)      

On February 28, 2017, 9,122 Series A-1 Units were issued to the joint venture partner as noncash consideration for the partner's approximate 13.8 percent ownership interest in the joint venture.  In April 2017, the Company acquired the remaining joint venture interests and increased its ownership interest to 100 percent.  See Note 3: Recent Transactions – Consolidation.

(f)      

On February 15, 2017, the Company sold its 7.5 percent interest in Elmajo Urban Renewal Associates, LLC and Estuary Urban Renewal Unit B, LLC joint ventures that own operating multi-family properties, located in Weehawken, New Jersey for a combined sales price of $5.1 million.

(g)      

The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.

(h)      

On December 7, 2017, simultaneous with the financing of the construction loan, the Company converted its 20 percent subordinate interest to 40 percent pari-passu interest. 

(i)      

The construction loan had a maximum borrowing amount of $77.4 million and provided, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.  On March 31, 2017, the Company exercised its first one-year extension option and concurrently the maximum borrowing amount was reduced to $75 million.

(j)

The construction/permanent loan has a maximum borrowing amount of $192 million.  The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines.  The development project was placed in service in second quarter 2017.

(k)  

The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J that can accommodate the development of 836 apartment units.

(l)

On September 21, 2017, the joint venture agreement was terminated.  Accordingly, the Company wrote off the carrying value of its investment in the joint venture and recorded a loss of $1.4 million on the disposition of its joint venture interest.

(m)      

On February 3, 2017, the Company acquired the equity interest of its partner.  See Note 3: Recent Transactions - Consolidation.

(n)

On January 31, 2017, the Company sold its equity interest in the joint venture.  See Note 3: Recent Transactions - Unconsolidated Joint Venture Activity.

(o)

Includes undivided interests in the same manner as investments in noncontrolling partnership, pursuant to ASC 970-323-25-12.  On September 29, 2017, the Company sold its equity interest to its joint venture partner, which included the retirement of the Company's share in the debt of $75 million.  See Note 3: Recent Transactions - Unconsolidated Joint Venture Activity.

(p)

The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term. 







December 31,

December 31,



2017

2016

Assets:

   Rental property, net

$

$

   Other assets

   Total assets

$

$

Liabilities and partners'/

members' capital:

   Mortgages and loans payable

$

$

   Other liabilities

   Partners'/members' capital

   Total liabilities and

   partners'/members' capital

$

$





Property Debt



Number of

Company's

Carrying Value

As of December 31, 2017



Apartment Units

Effective

December 31,

December 31,

Maturity

Interest

Entity / Property Name

or Rentable Square Feet (sf)

Ownership % (a)

2017

2016

Balance

Date

Rate

Multi-family

Marbella RoseGarden, L.L.C./ Marbella

units

%

$

$

$

05/01/18

%

RoseGarden Monaco Holdings, L.L.C./ Monaco 

units

(e)

 -

 -

 -

 -

 -

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park  (b) (c)

units

%

(d)

(d)

Riverwalk G Urban Renewal, L.L.C./ RiverTrace at Port Imperial 

units

%

11/10/26

%

Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)  (f)

units

%

 -

 -

 -

 -

 -

Crystal House Apartments Investors LLC / Crystal House  (g)

units

%

04/01/20

%

Riverwalk C Urban Renewal, L.L.C.  (h)

units

%

 -

 -

12/06/21

L+2.75

%

RoseGarden Marbella South, L.L.C./ Marbella II 

units

%

03/30/18

L+2.25

%

(i)

Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B) (f)

units

%

 -

 -

 -

 -

 -

Riverpark at Harrison I, L.L.C./ Riverpark at Harrison

units

%

08/01/25

%

Capitol Place Mezz LLC / Station Townhouses

units

%

07/01/33

%

Harborside Unit A Urban Renewal, L.L.C. / URL Harborside

units

%

08/01/29

%

(j)

Roseland/Port Imperial Partners, L.P.  (k)

potential units

%

 -

-

-

RoseGarden Monaco, L.L.C./ San Remo Land (l)

potential units

%

 -

 -

-

-

Grand Jersey Waterfront URA, L.L.C./ Liberty Landing

potential units

%

 -

-

-

Hillsborough 206 Holdings, L.L.C./ Hillsborough 206

sf

%

 -

-

-

Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations) (m)

sf

%

 -

 -

-

-



Office

Red Bank Corporate Plaza, L.L.C./ Red Bank

sf

%

05/17/18

L+3.00

%

12 Vreeland Associates, L.L.C./ 12 Vreeland Road

sf

%

07/01/23

%

BNES Associates III / Offices at Crystal Lake

sf

%

11/01/23

%

KPG-P 100 IMW JV, LLC / 100 Independence Mall West

sf

(n)

 -

 -

 -

-

-

Keystone-Penn

sf

(n)

 -

 -

 -

-

-

Keystone-TriState

sf

(n)

 -

 -

-

-

KPG-MCG Curtis JV, L.L.C./ Curtis Center

sf

(o)

 -

 -

-

-



Other

Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial

sf

%

 -

-

-

South Pier at Harborside / Hyatt Regency Jersey City on the Hudson

rooms

%

10/01/26

%

Other (p)

 -

-

-

Totals:

$

$

$





(a)      

Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.

(b)      

The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.

(c)

Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park"). 

(d)      

Property debt balance consists of: (i) an amortizable loan, collateralized by the Metropolitan at 40 Park, with a balance of $36.8 million bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6.2 million, bears interest at 3.63 percent, matures in August 2018.  On February 3, 2017, the venture obtained a construction loan for the Lofts at 40 Park with a balance of $10.2 million, which bears interest at LIBOR plus 250 basis points and matures in February 2020 and provides, subject to certain conditions, two one-year extension options with a fee of 15 basis points for each year.

(e)      

On February 28, 2017, 9,122 Series A-1 Units were issued to the joint venture partner as noncash consideration for the partner's approximate 13.8 percent ownership interest in the joint venture.  In April 2017, the Company acquired the remaining joint venture interests and increased its ownership interest to 100 percent.  See Note 3: Recent Transactions – Consolidation.

(f)      

On February 15, 2017, the Company sold its 7.5 percent interest in Elmajo Urban Renewal Associates, LLC and Estuary Urban Renewal Unit B, LLC joint ventures that own operating multi-family properties, located in Weehawken, New Jersey for a combined sales price of $5.1 million.

(g)      

The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.

(h)      

On December 7, 2017, simultaneous with the financing of the construction loan, the Company converted its 20 percent subordinate interest to 40 percent pari-passu interest. 

(i)      

The construction loan had a maximum borrowing amount of $77.4 million and provided, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.  On March 31, 2017, the Company exercised its first one-year extension option and concurrently the maximum borrowing amount was reduced to $75 million.

(j)

The construction/permanent loan has a maximum borrowing amount of $192 million.  The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines.  The development project was placed in service in second quarter 2017.

(k)  

The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J that can accommodate the development of 836 apartment units.

(l)

On September 21, 2017, the joint venture agreement was terminated.  Accordingly, the Company wrote off the carrying value of its investment in the joint venture and recorded a loss of $1.4 million on the disposition of its joint venture interest.

(m)      

On February 3, 2017, the Company acquired the equity interest of its partner.  See Note 3: Recent Transactions - Consolidation.

(n)

On January 31, 2017, the Company sold its equity interest in the joint venture.  See Note 3: Recent Transactions - Unconsolidated Joint Venture Activity.

(o)

Includes undivided interests in the same manner as investments in noncontrolling partnership, pursuant to ASC 970-323-25-12.  On September 29, 2017, the Company sold its equity interest to its joint venture partner, which included the retirement of the Company's share in the debt of $75 million.  See Note 3: Recent Transactions - Unconsolidated Joint Venture Activity.

(p)

The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term. 







December 31,

December 31,



2017

2016

Assets:

   Rental property, net

$

$

   Other assets

   Total assets

$

$

Liabilities and partners'/

members' capital:

   Mortgages and loans payable

$

$

   Other liabilities

   Partners'/members' capital

   Total liabilities and

   partners'/members' capital

$

$