Annual report pursuant to Section 13 and 15(d)

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

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INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
As of December 31, 2023, the Company had an aggregate investment of approximately $118.0 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 properties, or to acquire land in anticipation of possible development of rental properties. As of December 31, 2023, the unconsolidated joint ventures owned: seven multifamily properties totaling 2,146 apartment units, a retail
property aggregating approximately 51,000 square feet and interests and/or rights to developable land parcels able to accommodate up to 829 apartment 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.
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, 2023, the outstanding balance of such debt, subject to guarantees, totaled $17.2 million of which $1.5 million was guaranteed by the Company.
The Company performed management, leasing, development and other services for the properties owned by the unconsolidated joint ventures, related parties to the Company, and recognized $3.9 million, $3.6 million and $3.4 million for such services in the years ended December 31, 2023, 2022 and 2021, respectively. The Company had $0.7 million and $0.2 million in accounts receivable due from its unconsolidated joint ventures as of December 31, 2023 and 2022.
As of December 31, 2023, the Company does not have any investments in unconsolidated joint ventures that are considered VIEs.
The following is a summary of the Company's unconsolidated joint ventures as of December 31, 2023 and 2022 (dollars in thousands):
  Number of Company's  Carrying Value Property Debt
As of December 31, 2023
Entity / Property Name Apartment Units Effective
Ownership % (a)		 December 31,
2023		 December 31,
2022		  Balance Maturity
Date		   Interest
Rate
Multifamily
Metropolitan and Lofts at 40 Park (b) (c) 189 units 25.00  % $ 908  $ 1,747  $ 57,367  (d)   (d)
RiverTrace at Port Imperial 316 units 22.50  % 4,506  5,114  82,000  11/10/26   3.21  %
The Capstone at Port Imperial 360 units 40.00  % 21,361  23,234  135,000  12/22/24 SOFR+ 1.20  %
Riverpark at Harrison 141 units 45.00  % —  —  30,192  07/01/35   3.19  %
Station House 378 units 50.00  % 32,022  32,372  89,440  07/01/33   4.82  %
Urby at Harborside (e) 762 units 85.00  % 57,060  61,594  185,742  08/01/29   5.20  %
PI North - Land (b) (f) 829 potential units 20.00  % 1,678  1,678  —  —   — 
Other
Other (g) 419  419  —  —   — 
Totals: $ 117,954  $ 126,158  $ 579,741 
(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 multifamily rental property ("Lofts at 40 Park").
(d)Property debt balance consists of: (i) an interest only loan, collateralized by the Metropolitan at 40 Park, with a balance of $34.1 million as of December 31, 2023, bears interest at SOFR +2.85%, matures on October 10, 2024; (ii) an interest only loan, collateralized by the Shops at 40 Park, with a balance of $6.1 million. On January 10, 2023, the loan was modified bearing interest at SOFR +2.00% and matures on January 9, 2025; (iii) an interest only loan, collateralized by the Lofts at 40 Park, with a balance of $17.2 million as of December 31, 2023, which bears interest at SOFR +2.00% and matures on February 1, 2024. In January 2024, the joint venture sold the Lofts at 40 Park property and the proceeds were used to repay the $17.2 million loan.
(e)The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines. The Company formerly guaranteed $22 million of the principal outstanding debt, which on February 1, 2023, the lender released the Company of all obligations under the Guaranty Agreement.
(f)The Company owns a 20 percent residual interest in undeveloped land parcels: parcels 6 and I that can accommodate the development of 829 apartment units.
(g)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, 2023, 2022 and 2021 (dollars in thousands):
  Year Ended December 31,
Entity / Property Name 2023 2022 2021
Multifamily
Metropolitan and Lofts at 40 Park (a) $ (1,239) $ (674) $ (801)
RiverTrace at Port Imperial 546  356  92 
The Capstone at Port Imperial (b) (294) (212) (506)
Riverpark at Harrison (c) 540  234  (1,153)
Station House (299) (722) (1,647)
Urby at Harborside 4,110  2,374  (580)
PI North - Land (240) (205) (250)
Liberty Landing (d) (22) 36  (40)
Office
12 Vreeland Road (e) —  —  2 
Offices at Crystal Lake (f) —  —  (113)
Other
Other —  13  746 
Company's equity in earnings (loss) of unconsolidated joint ventures (g) $ 3,102  $ 1,200  $ (4,250)
(a)    On January 12, 2024, the joint venture sold the Lofts at 40 Park property for a net sale proceeds of $12.1 million of which the Company's share is approximately $6 million.
(b)    The property commenced operations in second quarter 2021.
(c)    In September 2021, the joint venture agreed to settle certain obligations regarding a previously owned development project, of which the Company’s share of the expense for such settlement was $0.9 million, which was recorded in equity in earnings for this venture in the year ended December 31, 2021.
(d)    Pursuant to a notice letter to its joint venture partner dated January 6, 2022, the Company intends to not proceed with the acquisition and development of Liberty Landing.
(e)    On April 29, 2021, the Company sold its interest in the joint venture and realized no gain or loss on the sale.
(f)    On September 1, 2021, the Company sold its interest in this unconsolidated joint venture to its venture partner for $1.9 million, and realized a loss on the sale of approximately $1.9 million.
(g)    Amounts are net of amortization of basis differences of $618 thousand, $154 thousand and $138 thousand for the year ended December 31, 2023, 2022 and 2021, 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, 2023 and 2022 (dollars in thousands):

December 31,
2023		 December 31,
2022
Assets:
Rental Property, net $ 741,932  $ 745,210 
Other assets 31,480  39,241 
Total assets $ 773,412  $ 784,451 
Liabilities and partners'/members' capital:
Mortgages and loans payable $ 579,741  $ 587,913 
Other liabilities 8,898  15,545 
Partners'/members' capital 184,773  180,993 
Total liabilities and partners'/members' capital $ 773,412  $ 784,451 
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, 2023, 2022 and 2021 (dollars in thousands):
Year Ended December 31,
2023 2022 2021
Total revenues $ 94,272  $ 140,637  $ 173,169 
Operating and other expenses (36,045) (81,914) (131,709)
Depreciation and amortization (22,341) (25,412) (25,095)
Interest expense (30,488) (29,777) (27,145)
Net income (loss) $ 5,398  $ 3,534  $ (10,780)