Annual report pursuant to Section 13 and 15(d)

Investments In Unconsolidated Joint Ventures

v3.8.0.1
Investments In Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2017
Investments In Unconsolidated Joint Ventures [Line Items]  
Investments In Unconsolidated Joint Ventures

4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES



As of December 31, 2017, the Company had an aggregate investment of approximately $252.6 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 December 31, 2017, the unconsolidated joint ventures owned: four office properties aggregating approximately 0.5 million square feet, eight multi-family properties totaling 3,275 apartments, two retail properties aggregating approximately 81,700 square feet, a 350-room hotel, development projects for up to approximately 419 apartments; and interests and/or rights to developable land parcels able to accommodate up to 3,738 apartments.  The Company’s unconsolidated interests range from 12.5 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 December 31, 2017, such debt had a total facility amount of $318 million of which the Company agreed to guarantee up to $36 million.  As of December 31, 2017, the outstanding balance of such debt totaled $200.1 million of which $24 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 $2.8 million and $3.7 million for such services in the years ended December 31, 2017 and 2016, respectively.  The Company had $0.8 million and $0.7 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2017 and 2016



Included in the Company’s investments in unconsolidated joint ventures as of December 31, 2017 are four 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 $129.5 million as of December 31, 2017.  The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $165.5 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $36.0 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 December 31, 2017 and 2016(dollars in thousands)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

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

412 

units

24.27 

%

 

$

14,544 

 

$

15,150 

 

$

95,000 

05/01/18

4.99 

%

 

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

523 

units

(e)

 

 

 

 -

 

 

 -

 

 

 -

 -

 -

 

 

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

130 

units

12.50 

%

 

 

6,834 

 

 

7,145 

 

 

53,224 

(d)

(d)

 

 

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

316 

units

22.50 

%

 

 

8,864 

 

 

9,707 

 

 

82,000 

11/10/26

3.21 

%

 

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

355 

units

7.50 

%

 

 

 -

 

 

 -

 

 

 -

 -

 -

 

 

Crystal House Apartments Investors LLC / Crystal House  (g)

825 

units

25.00 

%

 

 

30,570 

 

 

30,565 

 

 

165,000 

04/01/20

3.17 

%

 

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

360 

units

40.00 

%

 

 

16,844 

 

 

 -

 

 

 -

12/06/21

L+2.75

%

 

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

311 

units

24.27 

%

 

 

16,471 

 

 

18,050 

 

 

74,690 

03/30/18

L+2.25

%

(i)

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

227 

units

7.50 

%

 

 

 -

 

 

 -

 

 

 -

 -

 -

 

 

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

141 

units

45.00 

%

 

 

1,604 

 

 

2,085 

 

 

30,000 

08/01/25

3.70 

%

 

Capitol Place Mezz LLC / Station Townhouses

378 

units

50.00 

%

 

 

40,124 

 

 

43,073 

 

 

100,070 

07/01/33

4.82 

%

 

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

762 

units

85.00 

%

 

 

94,429 

 

 

100,188 

 

 

189,853 

08/01/29

5.197 

%

(j)

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

836 

potential units

20.00 

%

 

 

1,678 

 

 

1,678 

 

 

 -

-

-

 

 

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

250 

potential units

41.67 

%

 

 

 -

 

 

1,400 

 

 

 -

-

-

 

 

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

850 

potential units

50.00 

%

 

 

337 

 

 

337 

 

 

 -

-

-

 

 

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

160,000 

sf

50.00 

%

 

 

1,962 

 

 

1,962 

 

 

 -

-

-

 

 

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

1,225,000 

sf

50.00 

%

 

 

 -

 

 

4,448 

 

 

 -

-

-

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

92,878 

sf

50.00 

%

 

 

4,602 

 

 

4,339 

 

 

13,876 

05/17/18

L+3.00

%

 

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

139,750 

sf

50.00 

%

 

 

6,734 

 

 

6,237 

 

 

9,495 

07/01/23

2.87 

%

 

BNES Associates III / Offices at Crystal Lake

106,345 

sf

31.25 

%

 

 

3,369 

 

 

3,124 

 

 

4,794 

11/01/23

4.76 

%

 

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

339,615 

sf

(n)

 

 

 

 -

 

 

 -

 

 

 -

-

-

 

 

Keystone-Penn

1,842,820 

sf

(n)

 

 

 

 -

 

 

 -

 

 

 -

-

-

 

 

Keystone-TriState

1,266,384 

sf

(n)

 

 

 

 -

 

 

2,285 

 

 

 -

-

-

 

 

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

885,000 

sf

(o)

 

 

 

 -

 

 

65,400 

 

 

 -

-

-

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

30,745 

sf

20.00 

%

 

 

1,625 

 

 

1,706 

 

 

 -

-

-

 

 

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

350 

rooms

50.00 

%

 

 

440 

 

 

163 

 

 

99,135 

10/01/26

3.668 

%

 

Other (p)

 

 

 

 

 

 

1,595 

 

 

1,005 

 

 

 -

-

-

 

 

Totals:

 

 

 

 

 

$

252,626 

 

$

320,047 

 

$

917,137 

 

 

 

 





 



 

(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. 

 

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the years ended December 31, 2017, 2016 and 2015: (dollars in thousands)





 

 

 

 

 

 

 

 



 

 

 

 

 



Year Ended December 31,

Entity / Property Name

 

2017

 

 

2016

 

 

2015

Multi-family

 

 

 

 

 

 

 

 

Marbella RoseGarden, L.L.C./ Marbella 

$

334 

 

$

231 

 

$

231 

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

 

(265)

 

 

(937)

 

 

(1,224)

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park

 

(311)

 

 

(317)

 

 

(364)

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

 

196 

 

 

(1,146)

 

 

(955)

Crystal House Apartments Investors LLC / Crystal House

 

(923)

 

 

(870)

 

 

(123)

Riverwalk C Urban Renewal, L.L.C.

 

(653)

 

 

(58)

 

 

(306)

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

 

93 

 

 

(202)

 

 

 -

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

 

 -

 

 

 -

 

 

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

 

(252)

 

 

(190)

 

 

(363)

Capitol Place Mezz LLC / Station Townhouses

 

(1,793)

 

 

(2,440)

 

 

(3,687)

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

 

(6,356)

 

 

(219)

 

 

 -

Roseland/Port Imperial Partners, L.P.

 

(219)

 

 

(62)

 

 

(168)

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

 

(15)

 

 

(80)

 

 

(32)

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

 

(25)

 

 

(53)

 

 

(5)

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

 

386 

 

 

393 

 

 

344 

Office

 

 

 

 

 

 

 

 

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

 

238 

 

 

448 

 

 

392 

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

 

496 

 

 

347 

 

 

270 

BNES Associates III / Offices at Crystal Lake

 

89 

 

 

(15)

 

 

115 

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

 

 -

 

 

 -

 

 

(800)

Keystone-Penn

 

 -

 

 

600 

 

 

3,812 

Keystone-TriState

 

 -

 

 

(1,672)

 

 

(2,182)

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

 

(436)

 

 

(92)

 

 

475 

Other

 

 

 

 

 

 

 

 

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

 

(81)

 

 

(52)

 

 

(70)

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

 

3,277 

 

 

24,180 

 

 

3,036 

Other

 

139 

 

 

994 

 

 

(1,569)

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

$

(6,081)

 

$

18,788 

 

$

(3,172)

 

(a)Equity in earnings in 2016 includes the effect of distributions received from the joint venture’s refinancing.  See Recent Joint Venture Transactions following in this footnote.

(b)Amounts are net of amortization of basis differences of $792,  $436 and $336 for the years ended December 31, 2017, 2016 and 2015, respectively.



The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2017 and 2016: (dollars in thousands)





 

 

 

 

 

 



 

 

 

 

 

 



 

 

December 31,

 

 

December 31,



 

 

2017

 

 

2016

Assets:

 

 

 

 

 

 

   Rental property, net

 

$

931,419 

 

$

1,746,233 

   Other assets

 

 

207,903 

 

 

278,289 

   Total assets

 

$

1,139,322 

 

$

2,024,522 

Liabilities and partners'/

 

 

 

 

 

 

members' capital:

 

 

 

 

 

 

   Mortgages and loans payable

 

$

689,412 

 

$

1,350,973 

   Other liabilities

 

 

80,746 

 

 

247,212 

   Partners'/members' capital

 

 

369,164 

 

 

426,337 

   Total liabilities and

 

 

 

 

 

 

   partners'/members' capital

 

$

1,139,322 

 

$

2,024,522 





The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2017,  2016 and 2015:  (dollars in thousands)





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



Year Ended December 31,



 

2017

 

 

2016

 

 

2015

Total revenues

$

358,751 

 

$

377,711 

 

$

318,980 

Operating and other expenses

 

(297,492)

 

 

(262,703)

 

 

(220,982)

Depreciation and amortization

 

(31,020)

 

 

(75,512)

 

 

(71,711)

Interest expense

 

(25,822)

 

 

(58,390)

 

 

(52,972)

Net income (loss)

$

4,417 

 

$

(18,894)

 

$

(26,685)



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 December 31, 2017, the Company had an aggregate investment of approximately $252.6 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 December 31, 2017, the unconsolidated joint ventures owned: four office properties aggregating approximately 0.5 million square feet, eight multi-family properties totaling 3,275 apartments, two retail properties aggregating approximately 81,700 square feet, a 350-room hotel, development projects for up to approximately 419 apartments; and interests and/or rights to developable land parcels able to accommodate up to 3,738 apartments.  The Company’s unconsolidated interests range from 12.5 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 December 31, 2017, such debt had a total facility amount of $318 million of which the Company agreed to guarantee up to $36 million.  As of December 31, 2017, the outstanding balance of such debt totaled $200.1 million of which $24 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 $2.8 million and $3.7 million for such services in the years ended December 31, 2017 and 2016, respectively.  The Company had $0.8 million and $0.7 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2017 and 2016



Included in the Company’s investments in unconsolidated joint ventures as of December 31, 2017 are four 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 $129.5 million as of December 31, 2017.  The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $165.5 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $36.0 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 December 31, 2017 and 2016(dollars in thousands)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

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

412 

units

24.27 

%

 

$

14,544 

 

$

15,150 

 

$

95,000 

05/01/18

4.99 

%

 

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

523 

units

(e)

 

 

 

 -

 

 

 -

 

 

 -

 -

 -

 

 

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

130 

units

12.50 

%

 

 

6,834 

 

 

7,145 

 

 

53,224 

(d)

(d)

 

 

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

316 

units

22.50 

%

 

 

8,864 

 

 

9,707 

 

 

82,000 

11/10/26

3.21 

%

 

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

355 

units

7.50 

%

 

 

 -

 

 

 -

 

 

 -

 -

 -

 

 

Crystal House Apartments Investors LLC / Crystal House  (g)

825 

units

25.00 

%

 

 

30,570 

 

 

30,565 

 

 

165,000 

04/01/20

3.17 

%

 

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

360 

units

40.00 

%

 

 

16,844 

 

 

 -

 

 

 -

12/06/21

L+2.75

%

 

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

311 

units

24.27 

%

 

 

16,471 

 

 

18,050 

 

 

74,690 

03/30/18

L+2.25

%

(i)

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

227 

units

7.50 

%

 

 

 -

 

 

 -

 

 

 -

 -

 -

 

 

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

141 

units

45.00 

%

 

 

1,604 

 

 

2,085 

 

 

30,000 

08/01/25

3.70 

%

 

Capitol Place Mezz LLC / Station Townhouses

378 

units

50.00 

%

 

 

40,124 

 

 

43,073 

 

 

100,070 

07/01/33

4.82 

%

 

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

762 

units

85.00 

%

 

 

94,429 

 

 

100,188 

 

 

189,853 

08/01/29

5.197 

%

(j)

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

836 

potential units

20.00 

%

 

 

1,678 

 

 

1,678 

 

 

 -

-

-

 

 

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

250 

potential units

41.67 

%

 

 

 -

 

 

1,400 

 

 

 -

-

-

 

 

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

850 

potential units

50.00 

%

 

 

337 

 

 

337 

 

 

 -

-

-

 

 

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

160,000 

sf

50.00 

%

 

 

1,962 

 

 

1,962 

 

 

 -

-

-

 

 

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

1,225,000 

sf

50.00 

%

 

 

 -

 

 

4,448 

 

 

 -

-

-

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

92,878 

sf

50.00 

%

 

 

4,602 

 

 

4,339 

 

 

13,876 

05/17/18

L+3.00

%

 

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

139,750 

sf

50.00 

%

 

 

6,734 

 

 

6,237 

 

 

9,495 

07/01/23

2.87 

%

 

BNES Associates III / Offices at Crystal Lake

106,345 

sf

31.25 

%

 

 

3,369 

 

 

3,124 

 

 

4,794 

11/01/23

4.76 

%

 

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

339,615 

sf

(n)

 

 

 

 -

 

 

 -

 

 

 -

-

-

 

 

Keystone-Penn

1,842,820 

sf

(n)

 

 

 

 -

 

 

 -

 

 

 -

-

-

 

 

Keystone-TriState

1,266,384 

sf

(n)

 

 

 

 -

 

 

2,285 

 

 

 -

-

-

 

 

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

885,000 

sf

(o)

 

 

 

 -

 

 

65,400 

 

 

 -

-

-

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

30,745 

sf

20.00 

%

 

 

1,625 

 

 

1,706 

 

 

 -

-

-

 

 

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

350 

rooms

50.00 

%

 

 

440 

 

 

163 

 

 

99,135 

10/01/26

3.668 

%

 

Other (p)

 

 

 

 

 

 

1,595 

 

 

1,005 

 

 

 -

-

-

 

 

Totals:

 

 

 

 

 

$

252,626 

 

$

320,047 

 

$

917,137 

 

 

 

 





 



 

(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. 

 

The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the years ended December 31, 2017, 2016 and 2015: (dollars in thousands)





 

 

 

 

 

 

 

 



 

 

 

 

 



Year Ended December 31,

Entity / Property Name

 

2017

 

 

2016

 

 

2015

Multi-family

 

 

 

 

 

 

 

 

Marbella RoseGarden, L.L.C./ Marbella 

$

334 

 

$

231 

 

$

231 

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

 

(265)

 

 

(937)

 

 

(1,224)

Rosewood Morristown, L.L.C. / Metropolitan at 40 Park

 

(311)

 

 

(317)

 

 

(364)

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

 

196 

 

 

(1,146)

 

 

(955)

Crystal House Apartments Investors LLC / Crystal House

 

(923)

 

 

(870)

 

 

(123)

Riverwalk C Urban Renewal, L.L.C.

 

(653)

 

 

(58)

 

 

(306)

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

 

93 

 

 

(202)

 

 

 -

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

 

 -

 

 

 -

 

 

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

 

(252)

 

 

(190)

 

 

(363)

Capitol Place Mezz LLC / Station Townhouses

 

(1,793)

 

 

(2,440)

 

 

(3,687)

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

 

(6,356)

 

 

(219)

 

 

 -

Roseland/Port Imperial Partners, L.P.

 

(219)

 

 

(62)

 

 

(168)

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

 

(15)

 

 

(80)

 

 

(32)

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

 

(25)

 

 

(53)

 

 

(5)

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

 

386 

 

 

393 

 

 

344 

Office

 

 

 

 

 

 

 

 

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

 

238 

 

 

448 

 

 

392 

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

 

496 

 

 

347 

 

 

270 

BNES Associates III / Offices at Crystal Lake

 

89 

 

 

(15)

 

 

115 

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

 

 -

 

 

 -

 

 

(800)

Keystone-Penn

 

 -

 

 

600 

 

 

3,812 

Keystone-TriState

 

 -

 

 

(1,672)

 

 

(2,182)

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

 

(436)

 

 

(92)

 

 

475 

Other

 

 

 

 

 

 

 

 

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

 

(81)

 

 

(52)

 

 

(70)

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

 

3,277 

 

 

24,180 

 

 

3,036 

Other

 

139 

 

 

994 

 

 

(1,569)

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

$

(6,081)

 

$

18,788 

 

$

(3,172)

 

(a)Equity in earnings in 2016 includes the effect of distributions received from the joint venture’s refinancing.  See Recent Joint Venture Transactions following in this footnote.

(b)Amounts are net of amortization of basis differences of $792,  $436 and $336 for the years ended December 31, 2017, 2016 and 2015, respectively.



The following is a summary of the combined financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2017 and 2016: (dollars in thousands)





 

 

 

 

 

 



 

 

 

 

 

 



 

 

December 31,

 

 

December 31,



 

 

2017

 

 

2016

Assets:

 

 

 

 

 

 

   Rental property, net

 

$

931,419 

 

$

1,746,233 

   Other assets

 

 

207,903 

 

 

278,289 

   Total assets

 

$

1,139,322 

 

$

2,024,522 

Liabilities and partners'/

 

 

 

 

 

 

members' capital:

 

 

 

 

 

 

   Mortgages and loans payable

 

$

689,412 

 

$

1,350,973 

   Other liabilities

 

 

80,746 

 

 

247,212 

   Partners'/members' capital

 

 

369,164 

 

 

426,337 

   Total liabilities and

 

 

 

 

 

 

   partners'/members' capital

 

$

1,139,322 

 

$

2,024,522 





The following is a summary of the combined results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2017,  2016 and 2015:  (dollars in thousands)





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



Year Ended December 31,



 

2017

 

 

2016

 

 

2015

Total revenues

$

358,751 

 

$

377,711 

 

$

318,980 

Operating and other expenses

 

(297,492)

 

 

(262,703)

 

 

(220,982)

Depreciation and amortization

 

(31,020)

 

 

(75,512)

 

 

(71,711)

Interest expense

 

(25,822)

 

 

(58,390)

 

 

(52,972)

Net income (loss)

$

4,417 

 

$

(18,894)

 

$

(26,685)