Annual report pursuant to Section 13 and 15(d)

Real Estate Transactions (Tables)

v2.4.0.8
Real Estate Transactions (Tables)
12 Months Ended
Dec. 31, 2013
Real Estate Properties [Line Items]  
Schedule Of Properties Acquired

 

 

 

 

 

 

 

 

 

 

 

Acquisition

 

 

# of

# of

 

 

Acquisition

 

Date

Property

Location

Properties

Apartment Units

 

 

Cost

 

01/18/13

Alterra at Overlook Ridge 1A

Revere, Massachusetts

310 

 

$

61,250 

(a)

04/04/13

Alterra at Overlook Ridge 1B

Revere, Massachusetts

412 

 

 

87,950 

(a)

11/20/13

Park Square

Rahway, New Jersey

159 

 

 

46,376 

(b)

12/19/13

Richmond  Ct / Riverwatch Commons

New Brunswick, New Jersey

200 

 

 

40,983 

(c)

 

 

 

 

 

 

 

 

 

Total Acquisitions

 

 

1,081 

 

$

236,559 

 

 

(a)The acquisition cost was funded primarily through borrowings under the Company’s unsecured revolving credit facility.

(b)The acquisition cost consisted of $43,421,000 in cash consideration and future purchase price earn out payment obligations, subsequent to conditions related to a real estate tax appeal, recorded at fair value of $2,955,000 at closing.  $42,613,355 of the cash consideration was funded from funds held by a qualified intermediary, which were proceeds from the Company’s prior property sales.  The remaining cash consideration was funded primarily from available cash on hand.  $2,550,000 of the earn-out obligation amount was paid in January 2014, with the remaining balance still potentially payable in the future.

(c)$12,701,925 of the acquisition cost was funded from funds held by a qualified intermediary, which were proceeds from the Company’s prior property sales.  The remaining acquisition cost was funded primarily from available cash on hand.

Schedule Of Purchase Price Allocation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alterra

 

 

Alterra

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at Overlook

 

 

at Overlook

 

 

 

 

 

Richmond

 

 

Riverwatch

 

 

Total

 

 

Ridge 1A

 

 

Ridge 1B

 

 

Park Square

 

 

Court

 

 

Commons

 

 

Acquisitions

Land

$

9,042 

 

$

12,055 

 

$

4,000 

 

$

2,992 

 

$

4,169 

 

$

32,258 

Buildings and improvements

 

50,671 

 

 

71,409 

 

 

40,670 

 

 

13,534 

 

 

18,974 

 

 

195,258 

Furniture, fixtures and equipment

 

801 

 

 

1,474 

 

 

610 

 

 

177 

 

 

228 

 

 

3,290 

Above market leases (1)

 

 -

 

 

 -

 

 

24 

 

 

 -

 

 

 -

 

 

24 

In-place lease values (1)

 

931 

 

 

3,148 

 

 

1,249 

 

 

356 

 

 

638 

 

 

6,322 

 

 

61,445 

 

 

88,086 

 

 

46,553 

 

 

17,059 

 

 

24,009 

 

 

237,152 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Below market lease values (1)

 

195 

 

 

136 

 

 

177 

 

 

36 

 

 

49 

 

 

593 

 

 

195 

 

 

136 

 

 

177 

 

 

36 

 

 

49 

 

 

593 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash paid at acquisition

$

61,250 

 

$

87,950 

 

$

46,376 

 

$

17,023 

 

$

23,960 

 

$

236,559 

 

 

(1)In-place lease values and above/below market lease values will be amortized over one year or less.

Schedule Of Net Assets Recorded Upon Consolidation

 

 

 

 

  Land

 

$

5,585 

  Construction in progress

 

 

3,387 

 

 

 

8,972 

  Cash and cash equivalents

 

 

79 

  Other assets

 

 

47 

  Accounts payable

 

 

(325)

 

 

 

(199)

 

 

 

 

Noncontrolling interest recorded upon consolidation

 

 

(1,252)

 

 

 

 

Net assets recorded upon consolidation

 

$

7,521 

 

Schedule Of Properties Which Commenced Initial Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Garage 

 

 

Development 

 

 

 

Development 

 

 

 

 

# of

Rentable

Parking 

 

 

Costs Incurred 

 

 

 

Costs Per 

Date

Property/Address

Location

Type

Bldgs.

Square Feet

Spaces 

 

 

by Company 

 

 

 

Square Foot

06/05/13

14 Sylvan Way

Parsippany, New Jersey

Office

1

203,506 

 -

 

$

51,611 

(a)

 

$

254 

08/01/13

Port Imperial South 4/5

Weehawken, New Jersey

Parking/Retail

1

16,736 
850 

 

 

71,040 

(b)

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

 

 

2

220,242 
850 

 

$

122,651 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)Development costs included approximately $13.0 million in land costs and $4.3 million in leasing costs.  Amounts are as of December 31, 2013.

(b)Development costs included approximately $13.1 million in land costs.  Amounts are as of December 31, 2013.

Schedule Of Property Sales

The Company sold the following office properties during the year ended December 31, 2013 (dollars in thousands):  See Note 7: Discontinued Operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable

 

 

Net

 

 

Net

 

 

 

 

Sale

 

 

# of

Square

 

 

Sales

 

 

Book

 

 

Realized

 

Date

Property/Address

Location

Bldgs.

Feet

 

 

Proceeds

 

 

Value

 

 

Gain (loss)

 

04/10/13

19 Skyline Drive (a)

Hawthorne, New York

1

248,400 

 

$

16,131 

 

$

16,005 

 

$

126 

 

04/26/13

55 Corporate Drive

Bridgewater, New Jersey

1

204,057 

 

 

70,967 

 

 

51,308 

 

 

19,659 

 

05/02/13

200 Riser Road

Little Ferry, New Jersey

1

286,628 

 

 

31,775 

 

 

14,852 

 

 

16,923 

 

05/13/13

777 Passaic Avenue

Clifton, New Jersey

1

75,000 

 

 

5,640 

 

 

3,713 

 

 

1,927 

 

05/30/13

16 and 18 Sentry Parkway West (b)

Blue Bell, Pennsylvania

2

188,103 

 

 

19,041 

 

 

19,721 

 

 

(680)

 

05/31/13

51 Imclone Drive (c)     

Branchburg, New Jersey

1

63,213 

 

 

6,101 

 

 

5,278 

 

 

823 

 

06/28/13

40 Richards Avenue

Norwalk, Connecticut

1

145,487 

 

 

15,858 

 

 

17,027 

 

 

(1,169)

 

07/10/13

106 Allen Road

Bernards Township, New Jersey

1

132,010 

 

 

17,677 

 

 

15,081 

 

 

2,596 

 

08/27/13

Pennsylvania office portfolio (d) (e)

Suburban Philadelphia, Pennsylvania

15

1,663,511 

 

 

207,425 

 

 

164,259 

 

 

43,166 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals:

 

24

3,006,409 

 

$

390,615 

(f)

$

307,244 

 

$

83,371 

(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

(a)

The Company recognized a valuation allowance of $7.1 million on this property identified as held for sale at December 31, 2012.  In connection with the sale, the Company provided an interest-free note receivable to the buyer of $5 million (with a net present value of $3.7 million at closing) which matures in 2023 and requires monthly payments of principal.  See Note 5: Deferred charges, goodwill and other assets.

(b)

The Company recorded an $8.4 million impairment charge on these properties at December 31, 2012.  The Company has retained a subordinated interest in these properties.

(c)

The property was encumbered by a mortgage loan which was satisfied by the Company at the time of the sale.  The Company incurred $0.7 million in costs for the debt satisfaction, which was included in discontinued operations:  loss from early extinguishment of debt for the year ended December 31, 2013.

(d)

In order to reduce the carrying value of five of the properties to their estimated fair market values, the Company recorded impairment charges of $23,851,000 at June 30, 2013.  The fair value used in the impairment charges was based on the purchase and sale agreement for the properties ultimately sold.

(e)

The Company completed the sale of this office portfolio and three developable land parcels for approximately $233 million: $201 million in cash ($55.3 million of which was held by a qualified intermediary until such funds were used in acquisitions), a $10 million mortgage on one of the properties ($8 million of which was funded at closing) and subordinated equity interests in each of the properties being sold with capital accounts aggregating $22 million.  Net sale proceeds from the sale aggregated $207 million which was comprised of the $233 million gross sales price less the subordinated equity interests of $22 million and $4 million in closing costs. The purchasers of the Pennsylvania office portfolio are joint ventures formed between the Company and affiliates of the Keystone Property Group (the “Keystone Affiliates”).  The mortgage loan has a term of two years with a one year extension option and bears interest at LIBOR plus six percent.  The Company's equity interests in the joint ventures will be subordinated to Keystone Affiliates receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a ten percent IRR on its subordinated equity and then all profit will be split equally.  In connection with these partial sale transactions, because the buyer receives a preferential return, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinate equity interest at zero.  As part of the transaction, the Company has rights to own, after zoning-approval-subdivision, land at the 150 Monument Road property located in Bala Cynwyd, Pennsylvania, for a contemplated multi-family residential development.

(f)

This amount excludes approximately $535,000 of net closing prorations and related adjustments received from sellers at closing.

 

(g)

This amount, net of impairment charges recorded in 2013 of $23,851,000 on certain of the properties prior to their sale (per Note [d]  above), comprises the $59,520,000 of realized gains (losses) and unrealized losses on disposition of rental property and impairments, net, for the year ended December 31, 2013.  See Note 7: Discontinued Operations.

 

 

The Company sold the following office properties during the year ended December 31, 2012 (dollars in thousands):  See Note 7: Discontinued Operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable

 

 

Net

 

 

Net

 

 

 

 

Sale

 

 

# of

Square

 

 

Sales

 

 

Book

 

 

Realized

 

Date

Property/Address

Location

Bldgs.

Feet

 

 

Proceeds

 

 

Value

 

 

Gain (loss)

 

07/25/12

95 Chestnut Ridge Road (a)

Montvale, New Jersey

1

47,700 

 

$

4,014 

 

$

4,001 

 

$

 -

 

11/07/12

Strawbridge Drive (b)

Moorestown, New Jersey

3

222,258 

 

 

19,391 

 

 

19,477 

 

 

87 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals:

 

4

269,958 

 

$

23,405 

 

$

23,478 

 

$

87 

(c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The Company recognized a valuation allowance of $0.5 million on this property at March 31, 2012.

(b)

The Company recognized a valuation allowance of $1.6 million on these properties at June 30, 2012.

(c)Also included in realized gains(loss) for the year ended December 31, 2012, was a $4.5 million gain recorded on the disposal of the office property located at 2200 Renaissance Boulevard.  This office property, aggregating 174,124 square feet, was collateral for a $16.2 million mortgage loan scheduled to mature on December 1, 2012.  The Company previously recorded an impairment charge on the property of $9.5 million at December 31, 2010.  On March 28, 2012, the Company transferred the deed for 2200 Renaissance Boulevard to the lender in satisfaction of its obligations, which resulted in recording the gain.

 

On February 24, 2014, the Company entered into agreements with affiliates of Keystone Property Group (“Keystone Entities”) to sell 15 of its office properties in New Jersey, New York and Connecticut, aggregating approximately 2.3 million square feet, for approximately $230.8 million, comprised of: $201.7 million in cash from a combination of Keystone Entities senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties being sold with capital accounts aggregating $22.2 million; and pari passu equity interests in three of the properties being sold aggregating $6.9 million. The purchasers of the office properties will be joint ventures to be formed between the Company and the Keystone Entities. The senior and pari-passu equity will receive a 15 percent internal rate of return (“IRR”) after which the subordinated equity will receive a ten percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company.  As part of the transaction, the Company will participate in management, leasing and construction fees for the portfolio, and the Company and the Keystone Entities will jointly provide leasing representation for the properties.

 

The formation of the joint ventures and the completion of the sale of the properties to the joint ventures are subject to the Keystone Entities’ completion of due diligence by March 31, 2014, which may be extended for two 30-day periods, and normal and customary closing conditions.  The consummation of the transactions between the Company and the Keystone Entities also is subject to the waiver or non-exercise of certain rights of first offer with respect to

11 of the properties by certain affiliates of the Company and other third parties who are limited partners of the Company.  There can be no assurance that the transaction will be consummated.

Roseland Partners, L.L.C. [Member]
 
Real Estate Properties [Line Items]  
Schedule Of Purchase Price Allocation

 

 

 

 

 

October 23,
2012

Land and leasehold interests

$

35,107 

Buildings and improvements

 

162,108 

Investments in unconsolidated joint ventures (1)

 

66,155 

Contract value acquired (2)

 

2,900 

Goodwill

 

2,945 

Other assets acquired

 

9,357 

 

 

278,572 

 

 

 

Less: Mortgages and loans payable assumed

 

79,076 

Other liabilities assumed (including contingent consideration at fair value of $10,010) (3)

 

29,033 

Non-controlling interest

 

54,861 

 

 

162,970 

 

 

 

Net cash paid at acquisition

$

115,602 

(1)

The outside basis portion of its unconsolidated joint ventures is being amortized over the anticipated useful lives of its tangible and intangible assets acquired and liabilities assumed.

(2)Contract value which will be amortized over four years.

(3)Future changes in the value of contingent consideration will be reflected in earnings pursuant to ASC 805.