Annual report pursuant to Section 13 and 15(d)

Recent Transactions

v3.19.3.a.u2
Recent Transactions
 12 Months Ended
Dec. 31, 2019
Recent Transactions [Line Items]  
Recent Transactions 3.    RECENT TRANSACTIONS

Acquisitions

The Company acquired the following rental properties (which were determined to be asset acquisitions in accordance with ASU 2017-01) during the year ended December 31, 2019 (dollars in thousands):

Rentable

Acquisition

Property

# of

Square Feet/

Acquisition

Date

Property Address

Location

Type

Bldgs.

Apartment Units

Cost

02/06/19

99 Wood Avenue (a)

Iselin, New Jersey

Office

1

271,988

$

61,858

04/01/19

Soho Lofts (a)

Jersey City, New Jersey

Multi-family

1

377

264,578

09/26/19

Liberty Towers (b)

Jersey City, New Jersey

Multi-family

1

648

410,483

Total Acquisitions

3

$

736,919

(a)

This acquisition was funded using funds available with the Company's qualified intermediary from prior property sales proceeds and through borrowing under the Company's unsecured revolving credit facility.

(b)

This acquisition was funded through borrowings under the Company's unsecured revolving credit facility and a new $232 million mortgage loan collateralized by the property.

The acquisition costs were allocated to the net assets acquired, as follows (in thousands):

99 Wood Avenue

Soho Lofts Apartments

Liberty Towers

Total

Land and leasehold interest

$

9,261 

$

27,601 

$

66,670 

$

103,532 

Buildings and improvements and other assets

45,576 

231,663 

330,935 

608,174 

Above market lease values

431 

(a)

-

56 

(c)

487 

In-place lease values

8,264 

(a)

5,480 

(b)

13,462 

(c)

27,206 

63,532 

264,744 

411,123 

739,399 

Less: Below market lease values

(1,674)

(a)

(166)

(b)

(640)

(c)

(2,480)

Net assets recorded upon acquisition

$

61,858 

$

264,578 

$

410,483 

$

736,919 

(a) Above market, in-place and below market lease values are being amortized over a weighted-average term of 4.3 years.

(b) In-place and below market lease values are being amortized over a weighted-average term of 0.8 years.

(c) Above market, in-place and below market lease values are being amortized over a weighted-average term of 0.5 years.

On May 10, 2019, the Company completed the acquisition of unimproved land parcels for future development (“107 Morgan”) located in Jersey City, New Jersey for approximately $67.2 million. The 107 Morgan acquisition was funded using funds available with the Company’s qualified intermediary from prior property sales proceeds, and through borrowing under the Company’s unsecured revolving credit facility. The Company’s mortgage receivable of $46.1 million with the seller was repaid in full to the Company at closing.

Properties Commencing Initial Operations

The following properties commenced initial operations during the years ended December 31, 2019 and 2018 (dollars in thousands):

2019

# of

Total

In Service

Property

Apartment Units/

Development

Date

Property

Location

Type

Rooms

Costs Incurred

07/09/19

Autograph Collection By Marriott (Phase II)

Weehawken, NJ

Hotel

208

$

105,477 

Totals

208

$

105,477 

2018

# of

Total

In-Service

Property

Apartment Units/

Development

Date

Property

Location

Type

Rooms

Costs

03/01/18

145 Front at City Square

Worcester, MA

Multi-Family

365 

$

97,483 

(a)

04/01/18

Signature Place at Morris Plains

Morris Plains, NJ

Multi-Family

197 

56,715 

(b)

05/01/18

Portside 5/6

East Boston, MA

Multi-Family

296 

114,694 

08/01/18

RiverHouse 11 at Port Imperial

Weehawken, NJ

Multi-Family

295 

130,369 

12/13/18

Residence Inn By Marriott (Phase I)

Weehawken, NJ

Hotel

164 

58,723 

Totals

1,317 

$

457,984 

(a)Development costs as of December 31, 2018 included approximately $4.4 in land costs.

(b)Development costs as of December 31, 2018 included approximately $0.9 in land costs.

Consolidations

2019

On January 31, 2019, the Company, which held a 24.27 percent subordinated interest in the unconsolidated joint venture, Marbella Tower Urban Renewal Associates South LLC, a 311-unit multi-family operating property located in Jersey City, New Jersey, acquired its equity partner’s 50 percent preferred controlling interest for $77.5 million in cash. The property was subject to a mortgage loan that had a principal balance of $74.7 million. The acquisition was funded primarily using available cash. Concurrently with the closing, the joint venture repaid in full the property’s $74.7 million mortgage loan and obtained a new loan collateralized by the property in the amount of $117 million, which bears interest at 4.2 percent and matures in August 2026. The Company received $43.3 million in distribution from the loan proceeds which was used to acquire the equity partner’s 50 percent interest. As the result of the acquisition, the Company increased its ownership of the property from a 24.27 percent subordinated interest to a 74.27 percent controlling interest.

In accordance with ASC 810, Consolidation, the Company evaluated the acquisition and determined that the entity meets the criteria of a VIE. As such, the Company consolidated the asset upon acquisition and accordingly, remeasured its equity interests, as required by the FASB’s consolidation guidance, at fair value (based upon the income approach using current rental rates and market cap rates and discount rates). As a result, the Company recorded a gain on change of control of interests of $13.8 million (a non-cash item) in the year ended December 31, 2019, in which the Company accounted for the transaction as a VIE that is not a business in accordance with ASC 810-10-30-4. Additional non-cash items included in the acquisition were the Company’s carrying value of its interest in the joint venture of $15.3 million and the noncontrolling interest’s fair value of $13.7 million. See Note 9: Mortgages, Loans Payable and Other Obligations.

Marbella II

Land and leasehold interests

$

36,595

Buildings and improvements and other assets, net

153,974

In-place lease values (a)

4,611

Less: Below market lease values (a)

(80)

195,100

Less: Debt

(117,000)

Net assets

78,100

Less: Noncontrolling interests

(13,722)

Net assets recorded upon consolidation

$

64,378

(a) In-place and below market lease values are being amortized over a weighted-average term of 6.2 months.

2018

On August 2, 2018, the Company, which held a 24.27 percent subordinated interest in the unconsolidated joint venture Marbella Tower Urban Renewal Associates LLC, a 412-unit multi-family operating property located in Jersey City, New Jersey, acquired its equity partner’s 50 percent interest for $65.6 million in cash. The property was subject to a mortgage loan that had a principal balance of $95 million. The cash portion of the acquisition was funded primarily through borrowings under the Company's unsecured revolving credit facility. Concurrently with the closing, the joint venture repaid the $95 million mortgage loan in full and obtained a new loan from a different lender, collateralized by the property in the amount of $131 million, which bears interest at 4.07 percent and matures in August 2026. The venture distributed $37.4 million of the loan proceeds, of which the Company’s share was $30.4 million. As a result of the acquisition, the Company increased its ownership of the property from a 24.27 percent subordinated interest to a 74.27 percent controlling interest. In accordance with ASC 810, Consolidation, the Company evaluated the acquisition and determined that the entity meets the criteria of a VIE. As such, the Company consolidated the asset upon acquisition and accordingly, remeasured its equity interests, as required by the FASB's consolidation guidance, at fair value (based upon the income approach using current rates and market cap rates and discount rates). As a result, the Company recorded a gain on change of control of interests of $14.2 million (a non-cash item) in the year ended December 31, 2019, when the Company accounted for the transaction as a VIE that is not a business in accordance with ASC 810-10-30-4. Additional non-cash items included in the acquisition were the Company’s carrying value of its interest in the joint venture of $14 million and the noncontrolling interest’s fair value of $29.8 million (non-cash allocation). See Note 9: Mortgages, Loans Payable and Other Obligations.

Net assets recorded upon consolidation were as follows (in thousands):

Land and leasehold interest

$

48,820

Buildings and improvements and other assets, net

162,958

In-place lease values (a)

6,947

Less: Below market lease values (a)

(108)

218,617

Less: Debt

(131,000)

Net Assets

87,617

Less: Noncontrolling interest (b)

(22,812)

Net assets recorded upon consolidation

$

64,805

(a) In-place and below market lease values are being amortized over a weighted-average term of 9.3 months.

(b) Noncontrolling interest balance reflects distribution of $7.0 million of loan proceeds at closing.

Real Estate Held for Sale/Discontinued Operations/Dispositions

2019

Following the General Partner’s 2019 Annual Meeting of Stockholders, the Board of Directors of the General Partner (the “Board”) formed a Shareholder Value Committee comprised of four independent directors to review the Company’s strategic direction and make a recommendation to the full Board. On December 19, 2019, the Company announced that, based on the recommendations of the Shareholder Value Committee, the Board had determined to sell the Company’s entire suburban New Jersey office portfolio totaling approximately 6.6 million square feet (collectively, the “Suburban Office Portfolio”).  As the decision to sell the Suburban Office Portfolio represented a strategic shift in the Company’s operations, the portfolio’s results are being classified as discontinued operations for all periods presented herein. See Note 7: Discontinued Operations.

 

During the year ended December 31, 2019, the Company completed the sale of two of these suburban office properties, totaling 497,000 square feet, for net sales proceeds of $52.2 million.  As of December 31, 2019, the Company has identified as held for sale the remaining 35 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling 6.1 million square feet. See Note 7: Discontinued Operations.  

The Company expects to complete the sale of its remaining Suburban Office Portfolio properties in 2020, and plans to use the available sales proceeds to pay down its corporate-level, unsecured indebtedness.  After the completion of the Suburban Office Portfolio sales, the Company’s holdings will consist of its waterfront class A office portfolio and its multi-family rental portfolio, and related development projects and land holdings.

Additionally, the Company also identified a retail pad leased to others and several developable land parcels as held for sale as of December 31, 2019. The properties are located in Fort Lee, Parsippany, Madison, Short Hills, Edison, Red Bank and Florham Park. The Company determined that the carrying value of 21 of the properties (comprised of six disposal groups) and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the year ended December 31, 2019, recognized an unrealized loss allowance of $174.1 million ($137.9 million of which are from discontinued operations, for the properties and land and other impairments of $32.4 million.

The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands):

Suburban

Other assets held

Office

Assets

Portfolio (a)

Held for Sale

Total

Land

$

147,590

$

87,663

$

235,253

Building & Other

1,263,738

54,392

1,318,130

Less: Accumulated depreciation

(401,212)

(11,573)

(412,785)

Less: Cumulative unrealized losses on property held for sale

(137,876)

(36,225)

(174,101)

Real estate held for sale, net

$

872,240

$

94,257

$

966,497

Suburban

Other assets held

Office

Assets

Other assets and liabilities

Portfolio

Held for Sale

Total

Unbilled rents receivable, net (b)

$

30,188

$

1,956

$

32,144

Deferred charges, net (b)

32,900

1,432

34,332

Total intangibles, net (b)

33,095

-

33,095

Total deferred charges & other assets, net

68,684

1,730

70,414

Mortgages & loans payable, net (b)

123,650

-

123,650

Total below market liability (b)

8,833

-

8,833

Accounts payable, accrued exp & other liability

21,025

1,792

22,817

Unearned rents/deferred rental income (b)

2,952

-

2,952

(a) Classified as discontinued operations at December 31, 2019 for all periods presented. See Note 7: Discontinued Operations.

(b) Expected to be removed with the completion of the sales.

The Company disposed of the following rental properties during the year ended December 31, 2019 (dollars in thousands):

Discontinued

Operations:

Realized

Realized

Gains

Gains

Rentable

Net

Net

(losses)/

(losses)/

Disposition

# of

Square

Property

Sales

Carrying

Unrealized

Unrealized

Date

Property/Address

Location

Bldgs.

Feet/Units

Type

Proceeds

Value

Losses, net

Losses, net

01/11/19

721 Route 202-206 South (a)

Bridgewater, New Jersey

1

192,741

Office

$

5,651

$

5,410

$

241

$

-

01/16/19

Park Square Apartments (b)

Rahway, New Jersey

1

159

units

Multi-family

34,045

34,032

13

-

01/22/19

2115 Linwood Avenue

Fort Lee, New Jersey

1

68,000

Office

15,197

7,433

7,764

-

02/27/19

201 Littleton Road (c)

Morris Plains, New Jersey

1

88,369

Office

4,842

4,937

(95)

-

03/13/19

320 & 321 University Avenue

Newark, New Jersey

2

147,406

Office

25,552

18,456

7,096

-

03/29/19

Flex portfolio (d)

New York and Connecticut

56

3,148,512

Office/Flex

470,348

214,758

255,590

-

06/18/19

650 From Road (e)

Paramus, New Jersey

1

348,510

Office

37,801

40,046

(2,245)

-

10/18/19

3600 Route 66 (h)

Neptune, New Jersey

1

180,000

Office

25,237

17,246

-

7,991

10/23/19

Chase & Alterra Portfolio (f)

Revere and Malden, Massachusetts

3

1,386

units

Multi-family

406,817

293,030

113,787

-

12/06/19

5 Wood Hollow Road (g) (h)

Parsippany, New Jersey

1

317,040

Office

26,937

33,226

-

(6,289)

(i)

Sub-total

68

4,490,578

1,052,427

668,574

382,151

1,702

Unrealized losses on real estate held for sale

(36,225)

(137,876)

(i)

Totals

68

4,490,578

$

1,052,427

$

668,574

$

345,926

$

(136,174)

(a)

The Company recorded a valuation allowance of $9.3 million on this property during the year ended December 31, 2018.

(b)

The Company recorded a valuation allowance of $6.3 million on this property during the year ended December 31, 2018.

(c)

The Company recorded a valuation allowance of $3.6 million on this property during the year ended December 31, 2018.

(d)

As part of the consideration from the buyer, who sis a noncontrolling interest unitholder of the Operating Partnership, 301,638 Common Units were redeemed by the Company at fair market value of $6.6 million as purchase consideration received for two of the properties disposed of in this transaction, which was a non-cash portion of this sales transaction. The Company used the net cash received at closing to repay approximately $119.9 million of borrowings under the unsecured revolving credit facility and to repay $90 million of its $350 million unsecured term loan. The Company also utilized $217.4 million of these proceeds on April 1, 2019 to acquire a 377-unit multi-family property located in Jersey City, New Jersey.

(e)

The Company recorded a valuation allowance of $0.9 million on this property during the year ended December 31, 2018.

(f)

Proceeds from the sale, which were net of $235.8 million of in-place mortgages assumed by the buyer, were used primarily to repay outstanding borrowings under the Company's revolving credit facility that were drawn to fund a portion of the Company's purchase of Liberty Towers. The assumed mortgages were a non-cash portion of this sales transaction.

(g)

The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2019. See Note 5: Deferred Charges, Goodwill and Other Assets, Net – to the Financial Statements.  The Company recorded an impairment charge of $5.8 million at June 30, 2019 before the property was identified as held for sale on September 30, 2019.

(h)

These pertain to properties classified as discontinued operations. (See Note 7: Discontinued Operations – to the Financial Statements)

(i)

These include impairments recorded on three properties before they were classified as discontinued operations.

The Company disposed of the following developable land holdings during the year ended December 31, 2019 (dollars in thousands):

Realized

Gains

Net

Net

(losses)/

Disposition

Sales

Carrying

Unrealized

Date

Property Address

Location

Proceeds

Value

Losses, net

04/30/19

Overlook Ridge

Revere, Massachusetts

$

685

$

415

$

270 

09/20/19

Overlook Ridge

Revere, Massachusetts

1,135

839

296 

11/08/19

150 Monument Street

Bala Cynwd, Pennsylvania

(a)

8,374

7,874

500 

12/19/19

51 Washington Street

Conshohocken, Pennsylvania

(b)

8,189

8,732

$

(543)

Totals

$

18,383

$

17,860

$

523

(a) The Company recorded a land impairment charge of $10.9 million on this land parcel during the year ended December 31, 2018.

(b) The Company recorded a land impairment charge of $13.6 million on this land parcel during the year ended December 31, 2018. The Company recorded

additional land impairment charges of $2.7 million on this land parcel during the year ended December 31, 2019 prior to its disposition.

2018

The Company identified as held for sale six office properties, totaling approximately 845,000 square feet, and a 159 unit multi-family rental property as of December 31, 2018. The properties are located in Fort Lee, Newark, Paramus, Bridgewater, Morris Plains and Rahway, New Jersey. The total estimated sales proceeds, net of selling costs, from the sales which were all completed in 2019, were

approximately $123.1 million. The Company determined that the carrying value of four of the properties was not expected to be recovered from estimated net sales proceeds and accordingly recognized an unrealized loss allowance of $20.1 million for the year ended December 31, 2018.

The following table summarizes the real estate held for sale, net, as of December 31, 2018 (dollars in thousands):

December 31,

2018

Land

$

24,376

Building and improvements

159,857

Less: Accumulated depreciation

(55,250)

Less: Cumulative unrealized losses on property held for sale

(20,135)

Real estate held for sale, net

$

108,848

The Company disposed of the following office properties during the year ended December 31, 2018 (dollars in thousands):

Realized

Gains

Rentable

Net

Net

(losses)/

Disposition

# of

Square

Sales

Carrying

Unrealized

Date

Property/Address

Location

Bldgs.

Feet

Proceeds

Value

Losses, net

02/15/18

35 Waterview Boulevard (a)

Parsippany, New Jersey

1

172,498

$

25,994

$

25,739

$

255

03/05/18

Hamilton portfolio (b)

Hamilton, New Jersey

6

239,262

17,546

17,501

45

03/07/18

Wall portfolio first closing

Wall, New Jersey

5

179,601

14,053

10,526

3,527

03/22/18

700 Horizon Drive

Hamilton, New Jersey

1

120,000

33,020

16,053

16,967

03/23/18

Wall portfolio second closing

Wall, New Jersey

3

217,822

30,209

12,961

17,248

03/28/18

75 Livingston Avenue

Roseland, New Jersey

1

94,221

7,983

5,609

2,374

03/28/18

20 Waterview Boulevard (c)

Parsippany, New Jersey

1

225,550

12,475

11,795

680

03/30/18

Westchester Financial Center (d)

White Plains, New York

2

489,000

81,769

64,679

17,090

06/27/18

65 Jackson Drive

Cranford, New Jersey

0

-

1,510

(e)

-

1,510

08/02/18

600 Horizon Drive

Hamilton, New Jersey

1

95,000

15,127

6,191

8,936

09/05/18

1 & 3 Barker Avenue

White Plains, New York

2

133,300

15,140

13,543

1,597

11/15/18

120 Passaic Street (f)

Rochelle Park, New Jersey

1

52,000

2,667

2,568

99

12/31/18

Elmsford Distribution Center

Elmsford, New York

6

387,400

66,557

17,314

49,243

Sub-total

30

2,405,654

324,050

204,479

119,571

Unrealized losses on real estate held for sale

(20,135)

Totals

30

2,405,654

$

324,050

$

204,479

$

99,436

(a) The Company recorded a valuation allowance of $0.7 million on this property during the year ended December 31, 2017.

(b) The Company recorded a valuation allowance of $0.6 million on these properties during the year ended December 31, 2017. The disposition additionally included two land properties.

(c) The Company recorded a valuation allowance of $11 million on this property during the year ended December 31, 2017. Prior to closing, the Company provided short term financing through a note receivable

to an affiliate of the buyers of $2.8 million. The note was paid off in the second quarter of 2018.

(d) Prior to closing, the Company provided financing through a note receivable to an affiliate of the buyers of $4.0 million. The note was paid off in October 2018.

(e) Represents the receipt by the Company in the second quarter 2018 of variable contingent sales consideration, net of costs, of $1.5 million subsequent to disposition of the property sold in January 2017.

(f) The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2018. See Note 5: Deferred Charges,

Goodwill and Other Assets, Net).

The Company disposed of the following developable land holdings during the year ended December 31, 2018 (dollars in thousands):

Net

Net

Gain on

Disposition

Sales

Carrying

Disposition of

Date

Property Address

Location

Proceeds

Value

Developable Land

12/31/18

One Lake Street

Upper Saddle River, New Jersey

(a)

$

46,036

$

15,097

$

30,939

Totals

$

46,036

$

15,097

$

30,939

(a) The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2018. See Note 5: Deferred

Charges, Goodwill and Other Assets, Net. The net carrying value includes $3 million of development costs funded at the closing.

Other assets and liabilities related to the rental properties held for sale, as of December 31, 2018, include $2.9 million in Deferred charges and other assets, $1.7 million in Unbilled rents receivable and $2.3 million in Accounts payable, accrued expenses and other liabilities. Approximately $3.9 million of these assets and $1.7 million of these liabilities are expected to be removed with the completion of the sales.

Land Impairments

The Company owned two separate developable land parcels in Conshohocken and Bala Cynwyd, Pennsylvania, that were being considered for development into multi-family rental properties. During the fourth quarter 2018, the Company changed its plans regarding pursuing development in Pennsylvania and made the decision to pursue selling the land parcels as opposed to development. Due to the shortening of the expected periods of ownership, the Company determined that the carrying value of the land parcels was impaired and recorded an adjustment to its carrying value to their estimated fair value and recorded land impairments charges of $24.6 million at December 31, 2018. The land parcels were subsequently sold during the year ended December 31, 2019.

Unconsolidated Joint Venture Activity

On February 28, 2019, the Company sold its interest in the Red Bank Corporate Plaza joint venture which owns an operating property located in Red Bank, New Jersey for a sales price of $4.2 million, and realized a gain on the sale of the unconsolidated joint venture of $0.9 million.

On December 11, 2018, the Company acquired one of its partner’s interest in the Metropolitan and Shops at 40 Park and the Lofts at 40 Park for $1.3 million and as a result, increased its ownership from 12.5 percent interest to 25 percent interest in the Metropolitan and Shops at 40 Park and from 25 percent interest to 50 percent interest in the Lofts at 40 Park.

Rockpoint Transaction

On February 27, 2017, the Company, Roseland Residential Trust (“RRT”), the Company’s subsidiary through which the Company conducts its multi-family residential real estate operations, Roseland Residential, L.P. (“RRLP”), the operating partnership through which RRT conducts all of its operations, and certain other affiliates of the Company entered into a preferred equity investment agreement (the “Original Investment Agreement”) with certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “Rockpoint”). The Original Investment Agreement provided for RRT to contribute property to RRLP in exchange for common units of limited partnership interests in RRLP (the “Common Units”) and for multiple equity investments by Rockpoint in RRLP from time to time for up to an aggregate of $300 million of preferred units of limited partnership interests in RRLP (the “Preferred Units”). The initial closing under the Original Investment Agreement occurred on March 10, 2017 for $150 million of Preferred Units and the parties agreed that the Company’s contributed equity value (“RRT Contributed Equity Value”), was $1.23 billion at closing. During the year ended December 31, 2018, a total additional amount of $105 million of Preferred Units were issued and sold to Rockpoint pursuant to the Original Investment Agreement. During the three months ended March 31, 2019, a total additional amount of $45 million of Preferred Units were issued and sold to Rockpoint pursuant to the Original Investment Agreement, which brought the Preferred Units to the full balance of $300 million. In addition, certain contributions of property to RRLP by RRT subsequent to the execution of the Original Investment Agreement resulted in RRT being issued approximately $46 million of Preferred Units and Common Units in RRLP prior to June 26, 2019.

On June 26, 2019, the Company, RRT, RRLP, certain other affiliates of the Company and Rockpoint entered into an additional preferred equity investment agreement (the “Add On Investment Agreement”). The closing under the Add On Investment Agreement occurred on June 28, 2019. Pursuant to the Add On Investment Agreement, Rockpoint invested an additional $100 million in Preferred Units and the Company and RRT agreed to contribute to RRLP two additional properties located in Jersey City, New Jersey. The Company used the $100 million in proceeds received to repay outstanding borrowings under its unsecured revolving credit facility and other debt by June 30, 2019. In addition, Rockpoint has a right of first refusal to invest another $100 million in Preferred Units in the event RRT determines that RRLP requires additional capital prior to March 1, 2023 and, subject thereto, RRLP may issue up to approximately $154 million in Preferred Units to RRT or an affiliate so long as at the time of such funding RRT determines in good faith that RRLP has a valid business purpose to use such proceeds. See Note 15: Redeemable Noncontrolling Interests for additional information about the Add On Investment Agreement and the related transactions with Rockpoint.

RRLP has been identified as a variable interest entity in which the Company is deemed to be the primary beneficiary. As of December 31, 2019 and December 31, 2018, the Company’s consolidated RRLP entity had total assets of $3.1 billion and $2.3 billion, respectively, total mortgages and loan payable of $1.4 billion and $1.1 billion, respectively, and other liabilities of $115.2 million and $57 million, respectively.

  
Mack-Cali Realty LP [Member]  
Recent Transactions [Line Items]  
Recent Transactions 3.    RECENT TRANSACTIONS

Acquisitions

The Company acquired the following rental properties (which were determined to be asset acquisitions in accordance with ASU 2017-01) during the year ended December 31, 2019 (dollars in thousands):

Rentable

Acquisition

Property

# of

Square Feet/

Acquisition

Date

Property Address

Location

Type

Bldgs.

Apartment Units

Cost

02/06/19

99 Wood Avenue (a)

Iselin, New Jersey

Office

1

271,988

$

61,858

04/01/19

Soho Lofts (a)

Jersey City, New Jersey

Multi-family

1

377

264,578

09/26/19

Liberty Towers (b)

Jersey City, New Jersey

Multi-family

1

648

410,483

Total Acquisitions

3

$

736,919

(a)

This acquisition was funded using funds available with the Company's qualified intermediary from prior property sales proceeds and through borrowing under the Company's unsecured revolving credit facility.

(b)

This acquisition was funded through borrowings under the Company's unsecured revolving credit facility and a new $232 million mortgage loan collateralized by the property.

The acquisition costs were allocated to the net assets acquired, as follows (in thousands):

99 Wood Avenue

Soho Lofts Apartments

Liberty Towers

Total

Land and leasehold interest

$

9,261 

$

27,601 

$

66,670 

$

103,532 

Buildings and improvements and other assets

45,576 

231,663 

330,935 

608,174 

Above market lease values

431 

(a)

-

56 

(c)

487 

In-place lease values

8,264 

(a)

5,480 

(b)

13,462 

(c)

27,206 

63,532 

264,744 

411,123 

739,399 

Less: Below market lease values

(1,674)

(a)

(166)

(b)

(640)

(c)

(2,480)

Net assets recorded upon acquisition

$

61,858 

$

264,578 

$

410,483 

$

736,919 

(a) Above market, in-place and below market lease values are being amortized over a weighted-average term of 4.3 years.

(b) In-place and below market lease values are being amortized over a weighted-average term of 0.8 years.

(c) Above market, in-place and below market lease values are being amortized over a weighted-average term of 0.5 years.

On May 10, 2019, the Company completed the acquisition of unimproved land parcels for future development (“107 Morgan”) located in Jersey City, New Jersey for approximately $67.2 million. The 107 Morgan acquisition was funded using funds available with the Company’s qualified intermediary from prior property sales proceeds, and through borrowing under the Company’s unsecured revolving credit facility. The Company’s mortgage receivable of $46.1 million with the seller was repaid in full to the Company at closing.

Properties Commencing Initial Operations

The following properties commenced initial operations during the years ended December 31, 2019 and 2018 (dollars in thousands):

2019

# of

Total

In Service

Property

Apartment Units/

Development

Date

Property

Location

Type

Rooms

Costs Incurred

07/09/19

Autograph Collection By Marriott (Phase II)

Weehawken, NJ

Hotel

208

$

105,477 

Totals

208

$

105,477 

2018

# of

Total

In-Service

Property

Apartment Units/

Development

Date

Property

Location

Type

Rooms

Costs

03/01/18

145 Front at City Square

Worcester, MA

Multi-Family

365 

$

97,483 

(a)

04/01/18

Signature Place at Morris Plains

Morris Plains, NJ

Multi-Family

197 

56,715 

(b)

05/01/18

Portside 5/6

East Boston, MA

Multi-Family

296 

114,694 

08/01/18

RiverHouse 11 at Port Imperial

Weehawken, NJ

Multi-Family

295 

130,369 

12/13/18

Residence Inn By Marriott (Phase I)

Weehawken, NJ

Hotel

164 

58,723 

Totals

1,317 

$

457,984 

(a)Development costs as of December 31, 2018 included approximately $4.4 in land costs.

(b)Development costs as of December 31, 2018 included approximately $0.9 in land costs.

Consolidations

2019

On January 31, 2019, the Company, which held a 24.27 percent subordinated interest in the unconsolidated joint venture, Marbella Tower Urban Renewal Associates South LLC, a 311-unit multi-family operating property located in Jersey City, New Jersey, acquired its equity partner’s 50 percent preferred controlling interest for $77.5 million in cash. The property was subject to a mortgage loan that had a principal balance of $74.7 million. The acquisition was funded primarily using available cash. Concurrently with the closing, the joint venture repaid in full the property’s $74.7 million mortgage loan and obtained a new loan collateralized by the property in the amount of $117 million, which bears interest at 4.2 percent and matures in August 2026. The Company received $43.3 million in distribution from the loan proceeds which was used to acquire the equity partner’s 50 percent interest. As the result of the acquisition, the Company increased its ownership of the property from a 24.27 percent subordinated interest to a 74.27 percent controlling interest.

In accordance with ASC 810, Consolidation, the Company evaluated the acquisition and determined that the entity meets the criteria of a VIE. As such, the Company consolidated the asset upon acquisition and accordingly, remeasured its equity interests, as required by the FASB’s consolidation guidance, at fair value (based upon the income approach using current rental rates and market cap rates and discount rates). As a result, the Company recorded a gain on change of control of interests of $13.8 million (a non-cash item) in the year ended December 31, 2019, in which the Company accounted for the transaction as a VIE that is not a business in accordance with ASC 810-10-30-4. Additional non-cash items included in the acquisition were the Company’s carrying value of its interest in the joint venture of $15.3 million and the noncontrolling interest’s fair value of $13.7 million. See Note 9: Mortgages, Loans Payable and Other Obligations.

Marbella II

Land and leasehold interests

$

36,595

Buildings and improvements and other assets, net

153,974

In-place lease values (a)

4,611

Less: Below market lease values (a)

(80)

195,100

Less: Debt

(117,000)

Net assets

78,100

Less: Noncontrolling interests

(13,722)

Net assets recorded upon consolidation

$

64,378

(a) In-place and below market lease values are being amortized over a weighted-average term of 6.2 months.

2018

On August 2, 2018, the Company, which held a 24.27 percent subordinated interest in the unconsolidated joint venture Marbella Tower Urban Renewal Associates LLC, a 412-unit multi-family operating property located in Jersey City, New Jersey, acquired its equity partner’s 50 percent interest for $65.6 million in cash. The property was subject to a mortgage loan that had a principal balance of $95 million. The cash portion of the acquisition was funded primarily through borrowings under the Company's unsecured revolving credit facility. Concurrently with the closing, the joint venture repaid the $95 million mortgage loan in full and obtained a new loan from a different lender, collateralized by the property in the amount of $131 million, which bears interest at 4.07 percent and matures in August 2026. The venture distributed $37.4 million of the loan proceeds, of which the Company’s share was $30.4 million. As a result of the acquisition, the Company increased its ownership of the property from a 24.27 percent subordinated interest to a 74.27 percent controlling interest. In accordance with ASC 810, Consolidation, the Company evaluated the acquisition and determined that the entity meets the criteria of a VIE. As such, the Company consolidated the asset upon acquisition and accordingly, remeasured its equity interests, as required by the FASB's consolidation guidance, at fair value (based upon the income approach using current rates and market cap rates and discount rates). As a result, the Company recorded a gain on change of control of interests of $14.2 million (a non-cash item) in the year ended December 31, 2019, when the Company accounted for the transaction as a VIE that is not a business in accordance with ASC 810-10-30-4. Additional non-cash items included in the acquisition were the Company’s carrying value of its interest in the joint venture of $14 million and the noncontrolling interest’s fair value of $29.8 million (non-cash allocation). See Note 9: Mortgages, Loans Payable and Other Obligations.

Net assets recorded upon consolidation were as follows (in thousands):

Land and leasehold interest

$

48,820

Buildings and improvements and other assets, net

162,958

In-place lease values (a)

6,947

Less: Below market lease values (a)

(108)

218,617

Less: Debt

(131,000)

Net Assets

87,617

Less: Noncontrolling interest (b)

(22,812)

Net assets recorded upon consolidation

$

64,805

(a) In-place and below market lease values are being amortized over a weighted-average term of 9.3 months.

(b) Noncontrolling interest balance reflects distribution of $7.0 million of loan proceeds at closing.

Real Estate Held for Sale/Discontinued Operations/Dispositions

2019

Following the General Partner’s 2019 Annual Meeting of Stockholders, the Board of Directors of the General Partner (the “Board”) formed a Shareholder Value Committee comprised of four independent directors to review the Company’s strategic direction and make a recommendation to the full Board. On December 19, 2019, the Company announced that, based on the recommendations of the Shareholder Value Committee, the Board had determined to sell the Company’s entire suburban New Jersey office portfolio totaling approximately 6.6 million square feet (collectively, the “Suburban Office Portfolio”).  As the decision to sell the Suburban Office Portfolio represented a strategic shift in the Company’s operations, the portfolio’s results are being classified as discontinued operations for all periods presented herein. See Note 7: Discontinued Operations.

 

During the year ended December 31, 2019, the Company completed the sale of two of these suburban office properties, totaling 497,000 square feet, for net sales proceeds of $52.2 million.  As of December 31, 2019, the Company has identified as held for sale the remaining 35 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling 6.1 million square feet. See Note 7: Discontinued Operations.  

The Company expects to complete the sale of its remaining Suburban Office Portfolio properties in 2020, and plans to use the available sales proceeds to pay down its corporate-level, unsecured indebtedness.  After the completion of the Suburban Office Portfolio sales, the Company’s holdings will consist of its waterfront class A office portfolio and its multi-family rental portfolio, and related development projects and land holdings.

Additionally, the Company also identified a retail pad leased to others and several developable land parcels as held for sale as of December 31, 2019. The properties are located in Fort Lee, Parsippany, Madison, Short Hills, Edison, Red Bank and Florham Park. The Company determined that the carrying value of 21 of the properties (comprised of six disposal groups) and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the year ended December 31, 2019, recognized an unrealized loss allowance of $174.1 million ($137.9 million of which are from discontinued operations, for the properties and land and other impairments of $32.4 million.

The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands):

Suburban

Other assets held

Office

Assets

Portfolio (a)

Held for Sale

Total

Land

$

147,590

$

87,663

$

235,253

Building & Other

1,263,738

54,392

1,318,130

Less: Accumulated depreciation

(401,212)

(11,573)

(412,785)

Less: Cumulative unrealized losses on property held for sale

(137,876)

(36,225)

(174,101)

Real estate held for sale, net

$

872,240

$

94,257

$

966,497

Suburban

Other assets held

Office

Assets

Other assets and liabilities

Portfolio

Held for Sale

Total

Unbilled rents receivable, net (b)

$

30,188

$

1,956

$

32,144

Deferred charges, net (b)

32,900

1,432

34,332

Total intangibles, net (b)

33,095

-

33,095

Total deferred charges & other assets, net

68,684

1,730

70,414

Mortgages & loans payable, net (b)

123,650

-

123,650

Total below market liability (b)

8,833

-

8,833

Accounts payable, accrued exp & other liability

21,025

1,792

22,817

Unearned rents/deferred rental income (b)

2,952

-

2,952

(a) Classified as discontinued operations at December 31, 2019 for all periods presented. See Note 7: Discontinued Operations.

(b) Expected to be removed with the completion of the sales.

The Company disposed of the following rental properties during the year ended December 31, 2019 (dollars in thousands):

Discontinued

Operations:

Realized

Realized

Gains

Gains

Rentable

Net

Net

(losses)/

(losses)/

Disposition

# of

Square

Property

Sales

Carrying

Unrealized

Unrealized

Date

Property/Address

Location

Bldgs.

Feet/Units

Type

Proceeds

Value

Losses, net

Losses, net

01/11/19

721 Route 202-206 South (a)

Bridgewater, New Jersey

1

192,741

Office

$

5,651

$

5,410

$

241

$

-

01/16/19

Park Square Apartments (b)

Rahway, New Jersey

1

159

units

Multi-family

34,045

34,032

13

-

01/22/19

2115 Linwood Avenue

Fort Lee, New Jersey

1

68,000

Office

15,197

7,433

7,764

-

02/27/19

201 Littleton Road (c)

Morris Plains, New Jersey

1

88,369

Office

4,842

4,937

(95)

-

03/13/19

320 & 321 University Avenue

Newark, New Jersey

2

147,406

Office

25,552

18,456

7,096

-

03/29/19

Flex portfolio (d)

New York and Connecticut

56

3,148,512

Office/Flex

470,348

214,758

255,590

-

06/18/19

650 From Road (e)

Paramus, New Jersey

1

348,510

Office

37,801

40,046

(2,245)

-

10/18/19

3600 Route 66 (h)

Neptune, New Jersey

1

180,000

Office

25,237

17,246

-

7,991

10/23/19

Chase & Alterra Portfolio (f)

Revere and Malden, Massachusetts

3

1,386

units

Multi-family

406,817

293,030

113,787

-

12/06/19

5 Wood Hollow Road (g) (h)

Parsippany, New Jersey

1

317,040

Office

26,937

33,226

-

(6,289)

(i)

Sub-total

68

4,490,578

1,052,427

668,574

382,151

1,702

Unrealized losses on real estate held for sale

(36,225)

(137,876)

(i)

Totals

68

4,490,578

$

1,052,427

$

668,574

$

345,926

$

(136,174)

(a)

The Company recorded a valuation allowance of $9.3 million on this property during the year ended December 31, 2018.

(b)

The Company recorded a valuation allowance of $6.3 million on this property during the year ended December 31, 2018.

(c)

The Company recorded a valuation allowance of $3.6 million on this property during the year ended December 31, 2018.

(d)

As part of the consideration from the buyer, who sis a noncontrolling interest unitholder of the Operating Partnership, 301,638 Common Units were redeemed by the Company at fair market value of $6.6 million as purchase consideration received for two of the properties disposed of in this transaction, which was a non-cash portion of this sales transaction. The Company used the net cash received at closing to repay approximately $119.9 million of borrowings under the unsecured revolving credit facility and to repay $90 million of its $350 million unsecured term loan. The Company also utilized $217.4 million of these proceeds on April 1, 2019 to acquire a 377-unit multi-family property located in Jersey City, New Jersey.

(e)

The Company recorded a valuation allowance of $0.9 million on this property during the year ended December 31, 2018.

(f)

Proceeds from the sale, which were net of $235.8 million of in-place mortgages assumed by the buyer, were used primarily to repay outstanding borrowings under the Company's revolving credit facility that were drawn to fund a portion of the Company's purchase of Liberty Towers. The assumed mortgages were a non-cash portion of this sales transaction.

(g)

The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2019. See Note 5: Deferred Charges, Goodwill and Other Assets, Net – to the Financial Statements.  The Company recorded an impairment charge of $5.8 million at June 30, 2019 before the property was identified as held for sale on September 30, 2019.

(h)

These pertain to properties classified as discontinued operations. (See Note 7: Discontinued Operations – to the Financial Statements)

(i)

These include impairments recorded on three properties before they were classified as discontinued operations.

The Company disposed of the following developable land holdings during the year ended December 31, 2019 (dollars in thousands):

Realized

Gains

Net

Net

(losses)/

Disposition

Sales

Carrying

Unrealized

Date

Property Address

Location

Proceeds

Value

Losses, net

04/30/19

Overlook Ridge

Revere, Massachusetts

$

685

$

415

$

270 

09/20/19

Overlook Ridge

Revere, Massachusetts

1,135

839

296 

11/08/19

150 Monument Street

Bala Cynwd, Pennsylvania

(a)

8,374

7,874

500 

12/19/19

51 Washington Street

Conshohocken, Pennsylvania

(b)

8,189

8,732

$

(543)

Totals

$

18,383

$

17,860

$

523

(a) The Company recorded a land impairment charge of $10.9 million on this land parcel during the year ended December 31, 2018.

(b) The Company recorded a land impairment charge of $13.6 million on this land parcel during the year ended December 31, 2018. The Company recorded

additional land impairment charges of $2.7 million on this land parcel during the year ended December 31, 2019 prior to its disposition.

2018

The Company identified as held for sale six office properties, totaling approximately 845,000 square feet, and a 159 unit multi-family rental property as of December 31, 2018. The properties are located in Fort Lee, Newark, Paramus, Bridgewater, Morris Plains and Rahway, New Jersey. The total estimated sales proceeds, net of selling costs, from the sales which were all completed in 2019, were

approximately $123.1 million. The Company determined that the carrying value of four of the properties was not expected to be recovered from estimated net sales proceeds and accordingly recognized an unrealized loss allowance of $20.1 million for the year ended December 31, 2018.

The following table summarizes the real estate held for sale, net, as of December 31, 2018 (dollars in thousands):

December 31,

2018

Land

$

24,376

Building and improvements

159,857

Less: Accumulated depreciation

(55,250)

Less: Cumulative unrealized losses on property held for sale

(20,135)

Real estate held for sale, net

$

108,848

The Company disposed of the following office properties during the year ended December 31, 2018 (dollars in thousands):

Realized

Gains

Rentable

Net

Net

(losses)/

Disposition

# of

Square

Sales

Carrying

Unrealized

Date

Property/Address

Location

Bldgs.

Feet

Proceeds

Value

Losses, net

02/15/18

35 Waterview Boulevard (a)

Parsippany, New Jersey

1

172,498

$

25,994

$

25,739

$

255

03/05/18

Hamilton portfolio (b)

Hamilton, New Jersey

6

239,262

17,546

17,501

45

03/07/18

Wall portfolio first closing

Wall, New Jersey

5

179,601

14,053

10,526

3,527

03/22/18

700 Horizon Drive

Hamilton, New Jersey

1

120,000

33,020

16,053

16,967

03/23/18

Wall portfolio second closing

Wall, New Jersey

3

217,822

30,209

12,961

17,248

03/28/18

75 Livingston Avenue

Roseland, New Jersey

1

94,221

7,983

5,609

2,374

03/28/18

20 Waterview Boulevard (c)

Parsippany, New Jersey

1

225,550

12,475

11,795

680

03/30/18

Westchester Financial Center (d)

White Plains, New York

2

489,000

81,769

64,679

17,090

06/27/18

65 Jackson Drive

Cranford, New Jersey

0

-

1,510

(e)

-

1,510

08/02/18

600 Horizon Drive

Hamilton, New Jersey

1

95,000

15,127

6,191

8,936

09/05/18

1 & 3 Barker Avenue

White Plains, New York

2

133,300

15,140

13,543

1,597

11/15/18

120 Passaic Street (f)

Rochelle Park, New Jersey

1

52,000

2,667

2,568

99

12/31/18

Elmsford Distribution Center

Elmsford, New York

6

387,400

66,557

17,314

49,243

Sub-total

30

2,405,654

324,050

204,479

119,571

Unrealized losses on real estate held for sale

(20,135)

Totals

30

2,405,654

$

324,050

$

204,479

$

99,436

(a) The Company recorded a valuation allowance of $0.7 million on this property during the year ended December 31, 2017.

(b) The Company recorded a valuation allowance of $0.6 million on these properties during the year ended December 31, 2017. The disposition additionally included two land properties.

(c) The Company recorded a valuation allowance of $11 million on this property during the year ended December 31, 2017. Prior to closing, the Company provided short term financing through a note receivable

to an affiliate of the buyers of $2.8 million. The note was paid off in the second quarter of 2018.

(d) Prior to closing, the Company provided financing through a note receivable to an affiliate of the buyers of $4.0 million. The note was paid off in October 2018.

(e) Represents the receipt by the Company in the second quarter 2018 of variable contingent sales consideration, net of costs, of $1.5 million subsequent to disposition of the property sold in January 2017.

(f) The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2018. See Note 5: Deferred Charges,

Goodwill and Other Assets, Net).

The Company disposed of the following developable land holdings during the year ended December 31, 2018 (dollars in thousands):

Net

Net

Gain on

Disposition

Sales

Carrying

Disposition of

Date

Property Address

Location

Proceeds

Value

Developable Land

12/31/18

One Lake Street

Upper Saddle River, New Jersey

(a)

$

46,036

$

15,097

$

30,939

Totals

$

46,036

$

15,097

$

30,939

(a) The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2018. See Note 5: Deferred

Charges, Goodwill and Other Assets, Net. The net carrying value includes $3 million of development costs funded at the closing.

Other assets and liabilities related to the rental properties held for sale, as of December 31, 2018, include $2.9 million in Deferred charges and other assets, $1.7 million in Unbilled rents receivable and $2.3 million in Accounts payable, accrued expenses and other liabilities. Approximately $3.9 million of these assets and $1.7 million of these liabilities are expected to be removed with the completion of the sales.

Land Impairments

The Company owned two separate developable land parcels in Conshohocken and Bala Cynwyd, Pennsylvania, that were being considered for development into multi-family rental properties. During the fourth quarter 2018, the Company changed its plans regarding pursuing development in Pennsylvania and made the decision to pursue selling the land parcels as opposed to development. Due to the shortening of the expected periods of ownership, the Company determined that the carrying value of the land parcels was impaired and recorded an adjustment to its carrying value to their estimated fair value and recorded land impairments charges of $24.6 million at December 31, 2018. The land parcels were subsequently sold during the year ended December 31, 2019.

Unconsolidated Joint Venture Activity

On February 28, 2019, the Company sold its interest in the Red Bank Corporate Plaza joint venture which owns an operating property located in Red Bank, New Jersey for a sales price of $4.2 million, and realized a gain on the sale of the unconsolidated joint venture of $0.9 million.

On December 11, 2018, the Company acquired one of its partner’s interest in the Metropolitan and Shops at 40 Park and the Lofts at 40 Park for $1.3 million and as a result, increased its ownership from 12.5 percent interest to 25 percent interest in the Metropolitan and Shops at 40 Park and from 25 percent interest to 50 percent interest in the Lofts at 40 Park.

Rockpoint Transaction

On February 27, 2017, the Company, Roseland Residential Trust (“RRT”), the Company’s subsidiary through which the Company conducts its multi-family residential real estate operations, Roseland Residential, L.P. (“RRLP”), the operating partnership through which RRT conducts all of its operations, and certain other affiliates of the Company entered into a preferred equity investment agreement (the “Original Investment Agreement”) with certain affiliates of Rockpoint Group, L.L.C. (Rockpoint Group, L.L.C. and its affiliates, collectively, “Rockpoint”). The Original Investment Agreement provided for RRT to contribute property to RRLP in exchange for common units of limited partnership interests in RRLP (the “Common Units”) and for multiple equity investments by Rockpoint in RRLP from time to time for up to an aggregate of $300 million of preferred units of limited partnership interests in RRLP (the “Preferred Units”). The initial closing under the Original Investment Agreement occurred on March 10, 2017 for $150 million of Preferred Units and the parties agreed that the Company’s contributed equity value (“RRT Contributed Equity Value”), was $1.23 billion at closing. During the year ended December 31, 2018, a total additional amount of $105 million of Preferred Units were issued and sold to Rockpoint pursuant to the Original Investment Agreement. During the three months ended March 31, 2019, a total additional amount of $45 million of Preferred Units were issued and sold to Rockpoint pursuant to the Original Investment Agreement, which brought the Preferred Units to the full balance of $300 million. In addition, certain contributions of property to RRLP by RRT subsequent to the execution of the Original Investment Agreement resulted in RRT being issued approximately $46 million of Preferred Units and Common Units in RRLP prior to June 26, 2019.

On June 26, 2019, the Company, RRT, RRLP, certain other affiliates of the Company and Rockpoint entered into an additional preferred equity investment agreement (the “Add On Investment Agreement”). The closing under the Add On Investment Agreement occurred on June 28, 2019. Pursuant to the Add On Investment Agreement, Rockpoint invested an additional $100 million in Preferred Units and the Company and RRT agreed to contribute to RRLP two additional properties located in Jersey City, New Jersey. The Company used the $100 million in proceeds received to repay outstanding borrowings under its unsecured revolving credit facility and other debt by June 30, 2019. In addition, Rockpoint has a right of first refusal to invest another $100 million in Preferred Units in the event RRT determines that RRLP requires additional capital prior to March 1, 2023 and, subject thereto, RRLP may issue up to approximately $154 million in Preferred Units to RRT or an affiliate so long as at the time of such funding RRT determines in good faith that RRLP has a valid business purpose to use such proceeds. See Note 15: Redeemable Noncontrolling Interests for additional information about the Add On Investment Agreement and the related transactions with Rockpoint.

RRLP has been identified as a variable interest entity in which the Company is deemed to be the primary beneficiary. As of December 31, 2019 and December 31, 2018, the Company’s consolidated RRLP entity had total assets of $3.1 billion and $2.3 billion, respectively, total mortgages and loan payable of $1.4 billion and $1.1 billion, respectively, and other liabilities of $115.2 million and $57 million, respectively.