Quarterly report pursuant to Section 13 or 15(d)

Recent Transactions

v3.19.3
Recent Transactions
9 Months Ended
Sep. 30, 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 nine months ended September 30, 2019 (dollars in thousands):

Rentable

Acquisition

# of

Square Feet/

Acquisition

Date

Property Address

Location

Bldgs.

Apartment Units

Costs

02/06/19

99 Wood Avenue (a)

Iselin, New Jersey

1

271,988

$

61,858

04/01/19

Soho Lofts Apartments (a)

Jersey City, New Jersey

1

377

264,578

09/26/19

Liberty Towers Apartments (b)

Jersey City, New Jersey

1

648

410,483

Total Acquisitions

3

$

736,919

(a)

This acquisition was funded using funds available with the Company's qualified intermediary 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 three unimproved land parcels (“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 property commenced initial operations during the nine months ended September 30, 2019 (dollars in thousands):

# of

Total

In Service

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 

Consolidation

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 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 nine months ended September 30, 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.

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

Marbella II

Land and leasehold interest

$

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.

Dispositions/Rental Property Held for Sale

The Company disposed of the following office and multi-family properties during the nine months ended September 30, 2019 (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

01/11/19

721 Route 202-206 South (a)

Bridgewater, New Jersey

1

192,741

$

5,651

$

5,410

$

241

01/16/19

Park Square Apartments (b)

Rahway, New Jersey

1

159

units

34,045

34,032

13

01/22/19

2115 Linwood Avenue

Fort Lee, New Jersey

1

68,000

15,197

7,433

7,764

02/27/19

201 Littleton Road (c)

Morris Plains, New Jersey

1

88,369

4,842

4,937

(95)

03/13/19

320 & 321 University Avenue

Newark, New Jersey

2

147,406

25,552

18,456

7,096

03/29/19

Flex portfolio (d)

New York and Connecticut

56

3,148,512

470,348

214,758

255,590

06/18/19

650 From Road (e)

Paramus, New Jersey

1

348,510

37,801

40,046

(2,245)

Sub-total

593,436

325,072

268,364

Unrealized losses on rental property held for sale (see below)

(35,079)

Totals

63

3,993,538

$

593,436

$

325,072

$

233,285

(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)

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.

On April 30, 2019, the Company disposed of developable land holding located in Malden, Massachusetts for net sales proceeds of approximately $685,000. The Company recorded a gain of approximately $270,000 on the disposition. On September 20, 2019, the Company disposed of developable land holding located in Revere, Massachusetts for net sales proceeds of approximately $1,185,000. The Company recorded a gain of approximately $296,000 on the disposition.

The Company identified as held for sale three office properties totaling 697,000 square feet, three multi-family properties totaling 1,386

units and one retail pad leased to others as of September 30, 2019. The properties are located in Fort Lee, Parsippany, Hanover and Neptune, New Jersey, and Malden and Revere, Massachusetts. The total estimated sales proceeds, net of expected selling costs, from the sales are expected to be approximately $536.6 million. The Company determined that the carrying value of two of the properties was not expected to be recovered from estimated net sales proceeds, and accordingly recognized an unrealized loss allowance of $35.1 million during the three months ended September 30, 2019. In October 2019, the Company completed the sale of one of the office properties and three multi-family properties held for sale for approximately $433 million.

The following table summarizes the rental property held for sale, net, as of September 30, 2019 (dollars in thousands):

September 30,

2019

Land

$

96,586

Building and improvements

426,349

Less: Accumulated depreciation

(103,718)

Less: Cumulative unrealized losses on property held for sale

(35,079)

Rental property held for sale, net

$

384,138

Other assets and liabilities related to the rental property held for sale, as of September 30, 2019, include $7.2 million in Deferred charges and other assets, $5.5 million in Unbilled rents receivable and $3.6 million in Accounts payable, accrued expenses and other liabilities. Approximately $11.5 million of these assets and $0.7 million of these liabilities are expected to be removed with the completion of the sales.

On October 3, 2019, the Company entered into a Purchase and Sale Agreement (the “Overlook Ridge Agreement”) with affiliates of the Rockpoint Group, L.L.C. (collectively, the “Overlook Purchasers”) to sell to the Overlook Purchasers the Company’s Chase at Overlook Ridge and Alterra at Overlook Ridge properties located in Malden and Revere, Massachusetts, respectively, (the “Overlook Ridge Properties”) for an aggregate sale price of $411.5 million. The Overlook Ridge Properties are multi-family residential properties totaling 1,386 residential units and were identified as held for sale as of September 30, 2019, as referenced earlier. The Overlook Ridge Agreement is filed as Exhibit 10.108 to this Quarterly Report on Form 10-Q.

The sale of the Overlook Ridge Properties was completed on October 23, 2019. Proceeds from the sale were used primarily to retire mortgage loans of $235.8 million and 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.

Impairments

As part of its ongoing portfolio assessment process, the Company made the decision in the second quarter 2019 to pursue selling a 317,040 square foot office property. The Company evaluated the recoverability of the carrying value of this property and determined that due to the shortening of the expected period of ownership, it was necessary to reduce the carrying value of the property to its estimated fair value. Accordingly, the Company recorded a valuation impairment charge of $5.8 million at June 30, 2019.

Additionally, at September 30, 2019, the Company evaluated the recoverability of the carrying value of certain properties and undeveloped land, being considered for sale in the short or medium term and determined that due to the potential shortening of the expected period of ownership, it was necessary to reduce the carrying value of the properties and land to their estimated fair values. The Company also recorded an impairment charge of $451,000 on miscellaneous investments. Accordingly, the Company recorded a property impairment charge of $5.9 million and land and other impairment charges of $6.1 million at September 30, 2019.

The Company owns 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 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 it was necessary to reduce the carrying value of the land parcels to their estimated fair value and recorded land impairments charges of $24.6 million at December 31, 2018. As a result of its periodic evaluation of the recoverability of the carrying value, the Company recorded additional land impairment charges of $0.2 and $2.7 million in the three and nine months ended September 30, 2019, respectively.

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 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 14: Redeemable Noncontrolling Interests for additional information about the Add On Investment Agreement and the related transactions with Rockpoint.

Consolidated Joint Venture Activity

On March 26, 2019, the Company, which held a 90 percent controlling interest in the joint venture, XS Hotel Urban Renewal LLC, which owns a 372-key hotel (164 keys in-service Residence Inn and 208 keys in-development Marriott Envue) located in Weehawken, New Jersey, acquired its partner’s 10 percent interest for $5 million in cash. As a result of the acquisition, the Company increased its ownership of the property to 100 percent.

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.

 
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 nine months ended September 30, 2019 (dollars in thousands):

Rentable

Acquisition

# of

Square Feet/

Acquisition

Date

Property Address

Location

Bldgs.

Apartment Units

Costs

02/06/19

99 Wood Avenue (a)

Iselin, New Jersey

1

271,988

$

61,858

04/01/19

Soho Lofts Apartments (a)

Jersey City, New Jersey

1

377

264,578

09/26/19

Liberty Towers Apartments (b)

Jersey City, New Jersey

1

648

410,483

Total Acquisitions

3

$

736,919

(a)

This acquisition was funded using funds available with the Company's qualified intermediary 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 three unimproved land parcels (“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 property commenced initial operations during the nine months ended September 30, 2019 (dollars in thousands):

# of

Total

In Service

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 

Consolidation

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 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 nine months ended September 30, 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.

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

Marbella II

Land and leasehold interest

$

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.

Dispositions/Rental Property Held for Sale

The Company disposed of the following office and multi-family properties during the nine months ended September 30, 2019 (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

01/11/19

721 Route 202-206 South (a)

Bridgewater, New Jersey

1

192,741

$

5,651

$

5,410

$

241

01/16/19

Park Square Apartments (b)

Rahway, New Jersey

1

159

units

34,045

34,032

13

01/22/19

2115 Linwood Avenue

Fort Lee, New Jersey

1

68,000

15,197

7,433

7,764

02/27/19

201 Littleton Road (c)

Morris Plains, New Jersey

1

88,369

4,842

4,937

(95)

03/13/19

320 & 321 University Avenue

Newark, New Jersey

2

147,406

25,552

18,456

7,096

03/29/19

Flex portfolio (d)

New York and Connecticut

56

3,148,512

470,348

214,758

255,590

06/18/19

650 From Road (e)

Paramus, New Jersey

1

348,510

37,801

40,046

(2,245)

Sub-total

593,436

325,072

268,364

Unrealized losses on rental property held for sale (see below)

(35,079)

Totals

63

3,993,538

$

593,436

$

325,072

$

233,285

(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)

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.

On April 30, 2019, the Company disposed of developable land holding located in Malden, Massachusetts for net sales proceeds of approximately $685,000. The Company recorded a gain of approximately $270,000 on the disposition. On September 20, 2019, the Company disposed of developable land holding located in Revere, Massachusetts for net sales proceeds of approximately $1,185,000. The Company recorded a gain of approximately $296,000 on the disposition.

The Company identified as held for sale three office properties totaling 697,000 square feet, three multi-family properties totaling 1,386

units and one retail pad leased to others as of September 30, 2019. The properties are located in Fort Lee, Parsippany, Hanover and Neptune, New Jersey, and Malden and Revere, Massachusetts. The total estimated sales proceeds, net of expected selling costs, from the sales are expected to be approximately $536.6 million. The Company determined that the carrying value of two of the properties was not expected to be recovered from estimated net sales proceeds, and accordingly recognized an unrealized loss allowance of $35.1 million during the three months ended September 30, 2019. In October 2019, the Company completed the sale of one of the office properties and three multi-family properties held for sale for approximately $433 million.

The following table summarizes the rental property held for sale, net, as of September 30, 2019 (dollars in thousands):

September 30,

2019

Land

$

96,586

Building and improvements

426,349

Less: Accumulated depreciation

(103,718)

Less: Cumulative unrealized losses on property held for sale

(35,079)

Rental property held for sale, net

$

384,138

Other assets and liabilities related to the rental property held for sale, as of September 30, 2019, include $7.2 million in Deferred charges and other assets, $5.5 million in Unbilled rents receivable and $3.6 million in Accounts payable, accrued expenses and other liabilities. Approximately $11.5 million of these assets and $0.7 million of these liabilities are expected to be removed with the completion of the sales.

On October 3, 2019, the Company entered into a Purchase and Sale Agreement (the “Overlook Ridge Agreement”) with affiliates of the Rockpoint Group, L.L.C. (collectively, the “Overlook Purchasers”) to sell to the Overlook Purchasers the Company’s Chase at Overlook Ridge and Alterra at Overlook Ridge properties located in Malden and Revere, Massachusetts, respectively, (the “Overlook Ridge Properties”) for an aggregate sale price of $411.5 million. The Overlook Ridge Properties are multi-family residential properties totaling 1,386 residential units and were identified as held for sale as of September 30, 2019, as referenced earlier. The Overlook Ridge Agreement is filed as Exhibit 10.108 to this Quarterly Report on Form 10-Q.

The sale of the Overlook Ridge Properties was completed on October 23, 2019. Proceeds from the sale were used primarily to retire mortgage loans of $235.8 million and 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.

Impairments

As part of its ongoing portfolio assessment process, the Company made the decision in the second quarter 2019 to pursue selling a 317,040 square foot office property. The Company evaluated the recoverability of the carrying value of this property and determined that due to the shortening of the expected period of ownership, it was necessary to reduce the carrying value of the property to its estimated fair value. Accordingly, the Company recorded a valuation impairment charge of $5.8 million at June 30, 2019.

Additionally, at September 30, 2019, the Company evaluated the recoverability of the carrying value of certain properties and undeveloped land, being considered for sale in the short or medium term and determined that due to the potential shortening of the expected period of ownership, it was necessary to reduce the carrying value of the properties and land to their estimated fair values. The Company also recorded an impairment charge of $451,000 on miscellaneous investments. Accordingly, the Company recorded a property impairment charge of $5.9 million and land and other impairment charges of $6.1 million at September 30, 2019.

The Company owns 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 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 it was necessary to reduce the carrying value of the land parcels to their estimated fair value and recorded land impairments charges of $24.6 million at December 31, 2018. As a result of its periodic evaluation of the recoverability of the carrying value, the Company recorded additional land impairment charges of $0.2 and $2.7 million in the three and nine months ended September 30, 2019, respectively.

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 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 14: Redeemable Noncontrolling Interests for additional information about the Add On Investment Agreement and the related transactions with Rockpoint.

Consolidated Joint Venture Activity

On March 26, 2019, the Company, which held a 90 percent controlling interest in the joint venture, XS Hotel Urban Renewal LLC, which owns a 372-key hotel (164 keys in-service Residence Inn and 208 keys in-development Marriott Envue) located in Weehawken, New Jersey, acquired its partner’s 10 percent interest for $5 million in cash. As a result of the acquisition, the Company increased its ownership of the property to 100 percent.

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.