Quarterly report pursuant to Section 13 or 15(d)

Investments In Unconsolidated Joint Ventures

v3.20.1
Investments In Unconsolidated Joint Ventures
3 Months Ended
Mar. 31, 2020
Investments In Unconsolidated Joint Ventures [Line Items]  
Investments In Unconsolidated Joint Ventures 4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of March 31, 2020, the Company had an aggregate investment of approximately $202.6 million in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties. As of March 31, 2020, the unconsolidated joint ventures owned: two office properties aggregating approximately 0.2 million square feet, seven multi-family properties totaling 2,611 apartments units, a retail property aggregating approximately 51,000 square feet, a 351-room hotel, a development project for up to approximately 360 apartments units; and interests and/or rights to developable land parcels able to accommodate up to 3,220 apartments units. The Company’s unconsolidated interests range from 20 percent to 85 percent subject to specified priority allocations in certain of the joint ventures.

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures. The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture. The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed. Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of March 31, 2020, such debt had a total borrowing capacity of up to $322.2 million of which the Company agreed to guarantee up to $35 million. As of March 31, 2020, the outstanding balance of such debt totaled $252 million of which $28 million was guaranteed by the Company. The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures and recognized $0.6 million and $0.3 million for such services in the three months ended March 31, 2020 and 2019, respectively. The Company had $0.4 million and $0.6 million in accounts receivable due from its unconsolidated joint ventures as of March 31, 2020 and December 31, 2019, respectively.

Included in the Company’s investments in unconsolidated joint ventures as of March 31, 2020 are three unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary. These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs. The Company’s aggregate investment in these VIEs was approximately $113.8 million as of March 31, 2020. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $148.8 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $35.0 million. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. In general, future costs of development not financed through third parties will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages. 

The following is a summary of the Company's unconsolidated joint ventures as of March 31, 2020 and December 31, 2019 (dollars in thousands):

Property Debt

Number of

Company's

Carrying Value

As of March 31, 2020

Apartment Units

Effective

March 31,

December 31,

Maturity

Interest

Entity / Property Name

or Rentable SF

Ownership % (a)

2020

2019

Balance

Date

Rate

Multi-family

Metropolitan at 40 Park (b) (c)

189 

units

25.00 

%

$

4,368 

$

7,257 

$

59,210 

(d)

(d)

RiverTrace at Port Imperial

316 

units

22.50 

%

7,190 

7,463 

82,000 

11/10/26

3.21 

%

Crystal House (e)

825 

units

25.00 

%

28,662 

28,823 

158,635 

06/01/20

3.50

%

PI North - Riverwalk C (f)

360 

units

40.00

%

35,653 

35,527 

41,773 

12/06/21

L+2.75

%

Riverpark at Harrison

141 

units

45.00 

%

956 

1,015 

29,117 

08/01/25

3.70 

%

Station House

378 

units

50.00 

%

35,209 

35,676 

96,438 

07/01/33

4.82 

%

Urby at Harborside (g)

762 

units

85.00 

%

78,532 

79,790 

192,000 

08/01/29

5.197 

%

PI North - Land (b) (h)

836 

potential units

20.00 

%

1,678 

1,678 

-

-

-

Liberty Landing

850 

potential units

50.00 

%

337 

337 

-

-

-

Hillsborough 206

160,000 

sf

50.00 

%

1,962 

1,962 

-

-

-

Office

12 Vreeland Road

139,750 

sf

50.00 

%

3,957 

3,846 

(i)

5,850 

07/01/23

2.87 

%

Offices at Crystal Lake

106,345 

sf

31.25 

%

3,541 

3,521 

3,128 

11/01/23

4.76 

%

Other

Riverwalk Retail (k)

30,745 

sf

20.00 

%

-

1,467 

-

-

-

Hyatt Regency Hotel Jersey City

351 

rooms

50.00 

%

-

-

100,000 

10/01/26

3.668 

%

Other (j)

529 

729 

-

-

-

Totals:

$

202,574 

$

209,091 

$

768,151 

(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 25 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 50 percent interest in a 59-unit, five story multi-family rental 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 $34,943, 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 $6,067, bore interest at LIBOR +2.25%, matured in October 2019. In October 2019, the loan was refinanced with a maturity date of October 2021, which bears interest at LIBOR +2.25%; (iii) a loan with a maximum borrowing amount of $18,200, which bears interest at LIBOR plus 150 basis points and matures in January 2023.

(e)

Included in this is the Company's unconsolidated 50 percent interest in a vacant land to accommodate the development of approximately 738 additional approved units. The joint venture is currently in discussions regarding a refinancing of the property debt.

(f)

The venture has a construction loan with a maximum borrowing amount of $112,000.

(g)

The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines.

(h)

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

(i)

At December 31, 2019, the Company evaluated the recoverability of the carrying value of certain investments in unconsolidated joint venture, being considered for sale in the short or medium term. The Company determined that due to tenant turnover, lease-up assumptions, along with the Company's plans to exit its investment, it was necessary to reduce the carrying value of the investment to its estimated fair value. Accordingly, the Company recorded an impairment charge of $3.7 million at December 31, 2019.

(j)

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. 

(k)

On March 12, 2020, the Company acquired its equity partner's 80 percent interest and increased ownership to 100 percent. See Note 3: Recent Transactions - Consolidation.

 

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the three months ended March 31, 2020 and 2019 (dollars in thousands):

Three Months Ended

March 31,

Entity / Property Name

2020

2019

Multi-family

Metropolitan at 40 Park

$

(140)

$

(77)

RiverTrace at Port Imperial

98 

38 

Crystal House

(159)

(226)

PI North - Riverwalk C / Land

(119)

(70)

Marbella II (b)

-

(15)

Riverpark at Harrison

(58)

(60)

Station House

(467)

(556)

Urby at Harborside

17 

(458)

Liberty Landing

-

-

Hillsborough 206

-

-

Office

Red Bank (c)

-

8 

12 Vreeland Road

111 

45 

Offices at Crystal Lake

20 

45 

Other

Riverwalk Retail (d)

(11)

(21)

Hyatt Regency Hotel Jersey City

-

638 

Other

-

28 

Company's equity in earnings (loss) of unconsolidated joint ventures (a)

$

(708)

$

(681)

 

(a)

Amounts are net of amortization of basis differences of $152 and $172 for the three months ended March 31, 2020 and 2019, respectively.

(b)

On January 31, 2019, the Company acquired one of its equity partner's 50 percent interest and as a result, increased its ownership from 24.27 percent subordinated interest to 74.27 percent controlling interest, and ceased applying the equity method of accounting at such time.

(c)

On February 28, 2019, the Company sold its 50 percent interest to its partner and realized a gain of $0.9 million.

(d)

On March 12, 2020, the Company acquired its equity partner's 80 percent interest and increased ownership to 100 percent. See Note 3: Recent Transactions - Consolidation.

 
Mack-Cali Realty LP [Member]  
Investments In Unconsolidated Joint Ventures [Line Items]  
Investments In Unconsolidated Joint Ventures 4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of March 31, 2020, the Company had an aggregate investment of approximately $202.6 million in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties. As of March 31, 2020, the unconsolidated joint ventures owned: two office properties aggregating approximately 0.2 million square feet, seven multi-family properties totaling 2,611 apartments units, a retail property aggregating approximately 51,000 square feet, a 351-room hotel, a development project for up to approximately 360 apartments units; and interests and/or rights to developable land parcels able to accommodate up to 3,220 apartments units. The Company’s unconsolidated interests range from 20 percent to 85 percent subject to specified priority allocations in certain of the joint ventures.

The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures. The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture. The outside basis portion of the Company’s investments in joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed. Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of March 31, 2020, such debt had a total borrowing capacity of up to $322.2 million of which the Company agreed to guarantee up to $35 million. As of March 31, 2020, the outstanding balance of such debt totaled $252 million of which $28 million was guaranteed by the Company. The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures and recognized $0.6 million and $0.3 million for such services in the three months ended March 31, 2020 and 2019, respectively. The Company had $0.4 million and $0.6 million in accounts receivable due from its unconsolidated joint ventures as of March 31, 2020 and December 31, 2019, respectively.

Included in the Company’s investments in unconsolidated joint ventures as of March 31, 2020 are three unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary. These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs. The Company’s aggregate investment in these VIEs was approximately $113.8 million as of March 31, 2020. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $148.8 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $35.0 million. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. In general, future costs of development not financed through third parties will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages. 

The following is a summary of the Company's unconsolidated joint ventures as of March 31, 2020 and December 31, 2019 (dollars in thousands):

Property Debt

Number of

Company's

Carrying Value

As of March 31, 2020

Apartment Units

Effective

March 31,

December 31,

Maturity

Interest

Entity / Property Name

or Rentable SF

Ownership % (a)

2020

2019

Balance

Date

Rate

Multi-family

Metropolitan at 40 Park (b) (c)

189 

units

25.00 

%

$

4,368 

$

7,257 

$

59,210 

(d)

(d)

RiverTrace at Port Imperial

316 

units

22.50 

%

7,190 

7,463 

82,000 

11/10/26

3.21 

%

Crystal House (e)

825 

units

25.00 

%

28,662 

28,823 

158,635 

06/01/20

3.50

%

PI North - Riverwalk C (f)

360 

units

40.00

%

35,653 

35,527 

41,773 

12/06/21

L+2.75

%

Riverpark at Harrison

141 

units

45.00 

%

956 

1,015 

29,117 

08/01/25

3.70 

%

Station House

378 

units

50.00 

%

35,209 

35,676 

96,438 

07/01/33

4.82 

%

Urby at Harborside (g)

762 

units

85.00 

%

78,532 

79,790 

192,000 

08/01/29

5.197 

%

PI North - Land (b) (h)

836 

potential units

20.00 

%

1,678 

1,678 

-

-

-

Liberty Landing

850 

potential units

50.00 

%

337 

337 

-

-

-

Hillsborough 206

160,000 

sf

50.00 

%

1,962 

1,962 

-

-

-

Office

12 Vreeland Road

139,750 

sf

50.00 

%

3,957 

3,846 

(i)

5,850 

07/01/23

2.87 

%

Offices at Crystal Lake

106,345 

sf

31.25 

%

3,541 

3,521 

3,128 

11/01/23

4.76 

%

Other

Riverwalk Retail (k)

30,745 

sf

20.00 

%

-

1,467 

-

-

-

Hyatt Regency Hotel Jersey City

351 

rooms

50.00 

%

-

-

100,000 

10/01/26

3.668 

%

Other (j)

529 

729 

-

-

-

Totals:

$

202,574 

$

209,091 

$

768,151 

(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 25 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 50 percent interest in a 59-unit, five story multi-family rental 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 $34,943, 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 $6,067, bore interest at LIBOR +2.25%, matured in October 2019. In October 2019, the loan was refinanced with a maturity date of October 2021, which bears interest at LIBOR +2.25%; (iii) a loan with a maximum borrowing amount of $18,200, which bears interest at LIBOR plus 150 basis points and matures in January 2023.

(e)

Included in this is the Company's unconsolidated 50 percent interest in a vacant land to accommodate the development of approximately 738 additional approved units. The joint venture is currently in discussions regarding a refinancing of the property debt.

(f)

The venture has a construction loan with a maximum borrowing amount of $112,000.

(g)

The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines.

(h)

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

(i)

At December 31, 2019, the Company evaluated the recoverability of the carrying value of certain investments in unconsolidated joint venture, being considered for sale in the short or medium term. The Company determined that due to tenant turnover, lease-up assumptions, along with the Company's plans to exit its investment, it was necessary to reduce the carrying value of the investment to its estimated fair value. Accordingly, the Company recorded an impairment charge of $3.7 million at December 31, 2019.

(j)

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. 

(k)

On March 12, 2020, the Company acquired its equity partner's 80 percent interest and increased ownership to 100 percent. See Note 3: Recent Transactions - Consolidation.

 

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the three months ended March 31, 2020 and 2019 (dollars in thousands):

Three Months Ended

March 31,

Entity / Property Name

2020

2019

Multi-family

Metropolitan at 40 Park

$

(140)

$

(77)

RiverTrace at Port Imperial

98 

38 

Crystal House

(159)

(226)

PI North - Riverwalk C / Land

(119)

(70)

Marbella II (b)

-

(15)

Riverpark at Harrison

(58)

(60)

Station House

(467)

(556)

Urby at Harborside

17 

(458)

Liberty Landing

-

-

Hillsborough 206

-

-

Office

Red Bank (c)

-

8 

12 Vreeland Road

111 

45 

Offices at Crystal Lake

20 

45 

Other

Riverwalk Retail (d)

(11)

(21)

Hyatt Regency Hotel Jersey City

-

638 

Other

-

28 

Company's equity in earnings (loss) of unconsolidated joint ventures (a)

$

(708)

$

(681)

 

(a)

Amounts are net of amortization of basis differences of $152 and $172 for the three months ended March 31, 2020 and 2019, respectively.

(b)

On January 31, 2019, the Company acquired one of its equity partner's 50 percent interest and as a result, increased its ownership from 24.27 percent subordinated interest to 74.27 percent controlling interest, and ceased applying the equity method of accounting at such time.

(c)

On February 28, 2019, the Company sold its 50 percent interest to its partner and realized a gain of $0.9 million.

(d)

On March 12, 2020, the Company acquired its equity partner's 80 percent interest and increased ownership to 100 percent. See Note 3: Recent Transactions - Consolidation.