Quarterly report pursuant to Section 13 or 15(d)

Investments In Unconsolidated Joint Ventures

v3.19.3
Investments In Unconsolidated Joint Ventures
9 Months Ended
Sep. 30, 2019
Investments In Unconsolidated Joint Ventures [Line Items]  
Investments In Unconsolidated Joint Ventures 4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of September 30, 2019, the Company had an aggregate investment of approximately $213.5 million in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties. As of September 30, 2019, the unconsolidated joint ventures owned: two office properties aggregating approximately 0.2 million square feet, seven multi-family properties totaling 2,611 apartments units, two retail properties aggregating approximately 81,700 square feet, a 351-room hotel, a development project for up to approximately 360 apartments units; and interests and/or rights to developable land parcels able to accommodate up to 3,738 apartments 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. Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of September 30, 2019, such debt had a total borrowing capacity of up to $318 million of which the Company agreed to guarantee up to $34.6 million. As of September 30, 2019, the outstanding balance of such debt totaled $220.4 million of which $24.8 million was guaranteed by the Company. The Company performed management, leasing, development and other services for the properties owned by the

unconsolidated joint ventures and recognized $0.6 million and $0.6 million for such services in the three months ended September 30, 2019 and 2018, respectively. The Company had $0.3 million in accounts receivable due from its unconsolidated joint ventures as of both September 30, 2019 and December 31, 2018.

Included in the Company’s investments in unconsolidated joint ventures as of September 30, 2019 are four unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary. These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs. The Company’s aggregate investment in these VIEs was approximately $118.5 million as of September 30, 2019. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $153.1 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $34.6 million. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. In general, future costs of development not financed through third parties will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages. 

The following is a summary of the Company's unconsolidated joint ventures as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Property Debt

Number of

Company's

Carrying Value

As of September 30, 2019

Apartment Units

Effective

September 30,

December 31,

Maturity

Interest

Entity / Property Name

or Rentable SF

Ownership % (a)

2019

2018

Balance

Date

Rate

Multi-family

Metropolitan at 40 Park (b) (c)

189 

units

25.00 

%

$

7,346

$

7,679 

$

54,590

(d)

(d)

RiverTrace at Port Imperial

316 

units

22.50 

%

7,541

8,112 

82,000 

11/10/26

3.21 

%

Crystal House (e)

825 

units

25.00 

%

28,903

29,570 

160,342

04/01/20

3.17 

%

PI North - Riverwalk C

360 

units

40.00 

%

35,474

27,175 

15,252

12/06/21

L+2.75

%

(f)

Marbella II (g)

311 

units

24.27 

%

-

15,414 

-

-

-

Riverpark at Harrison

141 

units

45.00 

%

1,032

1,272 

29,403

08/01/25

3.70 

%

Station House

378 

units

50.00 

%

36,190

37,675 

97,279

07/01/33

4.82 

%

Urby at Harborside (h)

762 

units

85.00 

%

80,673

85,317 

192,000 

08/01/29

5.197 

%

PI North -Land (i)

836 

potential units

20.00 

%

1,678

1,678 

-

-

-

Liberty Landing

850 

potential units

50.00 

%

337

337 

-

-

-

Hillsborough 206

160,000 

sf

50.00 

%

1,962

1,962 

-

-

-

Office

Red Bank (j)

92,878 

sf

50.00 

%

-

3,127 

-

-

-

12 Vreeland Road

139,750 

sf

50.00 

%

7,300

7,019 

6,681

07/01/23

2.87 

%

Offices at Crystal Lake

106,345 

sf

31.25 

%

3,507

3,442 

3,514

11/01/23

4.76 

%

Other

Riverwalk Retail (b)

30,745 

sf

20.00 

%

1,476

1,539 

-

-

-

Hyatt Regency Jersey City

351 

rooms

50.00 

%

-

112 

100,000 

10/01/26

3.668 

%

Other (k)

80

1,320 

-

-

-

Totals:

$

213,499

$

232,750 

$

741,061

(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 multi-family rental property ("Lofts at 40 Park").

(d)

Property debt balance consists of: (i) an amortizable loan, collateralized by the Metropolitan at 40 Park, with a balance of $35,378, bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6,067, bears interest at LIBOR +2.25%, matures in October 2019. In October 2019, the loan was refinanced with a maturity date of October 2021, which bears interest at LIBOR +1.5%; (iii) a construction loan with a maximum borrowing amount of $13,950 for the Lofts at 40 Park with a balance of $13,145, which bears interest at LIBOR plus 250 basis points and matures in February 2020.

(e)

Included in this is the Company's unconsolidated 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.

(f)

The venture has a construction loan with a maximum borrowing amount of $112,000.

(g)

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 the majority equity partner’s 50 percent preferred and controlling interest in the venture for $77.5 million in cash and the Company consolidated the asset. See Note 3: Recent Transactions - Consolidation. The acquisition was funded primarily using available cash and proceeds from the refinancing. Concurrently with the closing, the joint venture repaid in full the property’s $74.7 million mortgage loan and obtained a new loan in the amount of $117 million.

(h)

The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines.

(i)

The Company owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J that can accommodate the development of 836 apartment units.

(j)

On February 28, 2019, the Company sold its 50 percent interest to its partner and recorded a gain of $0.9 million.

(k)

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 three and nine months ended September 30, 2019 and 2018 (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

Entity / Property Name

2019

2018

2019

2018

Multi-family

Marbella

$

-

$

21 

$

-

$

205 

Metropolitan at 40 Park

(135)

(131)

(333)

(362)

RiverTrace at Port Imperial

47 

33 

137 

122 

Crystal House

(117)

(192)

(526)

(617)

PI North - Riverwalk C / Land

(79)

(51)

(211)

(88)

Marbella II (b)

-

11 

(15)

42 

Riverpark at Harrison

(34)

(26)

(159)

(174)

Station House

(392)

(531)

(1,486)

(1,443)

Urby at Harborside

(240)

(990)

(989)

157 

(c)

Liberty Landing

-

-

-

-

Hillsborough 206

-

-

-

15 

Office

Red Bank (d)

-

(65)

8 

(193)

12 Vreeland Road

125 

119 

282 

157 

Offices at Crystal Lake

36 

37 

65 

57 

Other

Riverwalk Retail

(21)

(20)

(63)

(65)

Hyatt Regency Jersey City

750 

1,024 

2,388 

2,560 

Other

(53)

74 

20 

460 

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

$

(113)

$

(687)

$

(882)

$

833 

 

(a)

Amounts are net of amortization of basis differences of $156 and $230 for the three months ended September 30, 2019 and 2018, respectively, and $484 and $809 for the nine months ended September 30, 2019 and 2018, respectively.

(b)

On January 31, 2019, the Company acquired one of its equity partner's 50 percent interest and as a result, increased its ownership from 24.27 percent subordinated interest to 74.27 percent controlling interest. See Note 3: Recent Transactions - Consolidation.

(c)

Includes $2.6 million of the Company's share of the venture's income from its first annual sale of an economic tax credit certificate from the State of New Jersey to a third party. The venture has an agreement with a third party to sell it the tax credits over the next nine years for $3 million per year for a total of $27 million. The sales are subject to the venture obtaining the tax credits from the State of New Jersey and transferring the credit certificates each year.

(d)

On February 28, 2019, the Company sold its 50 percent interest to its partner and realized a gain of $0.9 million.

 
Mack-Cali Realty LP [Member]  
Investments In Unconsolidated Joint Ventures [Line Items]  
Investments In Unconsolidated Joint Ventures 4.    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

As of September 30, 2019, the Company had an aggregate investment of approximately $213.5 million in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties. As of September 30, 2019, the unconsolidated joint ventures owned: two office properties aggregating approximately 0.2 million square feet, seven multi-family properties totaling 2,611 apartments units, two retail properties aggregating approximately 81,700 square feet, a 351-room hotel, a development project for up to approximately 360 apartments units; and interests and/or rights to developable land parcels able to accommodate up to 3,738 apartments 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. Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations.

The Company has agreed to guarantee repayment of a portion of the debt of its unconsolidated joint ventures. As of September 30, 2019, such debt had a total borrowing capacity of up to $318 million of which the Company agreed to guarantee up to $34.6 million. As of September 30, 2019, the outstanding balance of such debt totaled $220.4 million of which $24.8 million was guaranteed by the Company. The Company performed management, leasing, development and other services for the properties owned by the

unconsolidated joint ventures and recognized $0.6 million and $0.6 million for such services in the three months ended September 30, 2019 and 2018, respectively. The Company had $0.3 million in accounts receivable due from its unconsolidated joint ventures as of both September 30, 2019 and December 31, 2018.

Included in the Company’s investments in unconsolidated joint ventures as of September 30, 2019 are four unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary. These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs. The Company’s aggregate investment in these VIEs was approximately $118.5 million as of September 30, 2019. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $153.1 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $34.6 million. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. In general, future costs of development not financed through third parties will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages. 

The following is a summary of the Company's unconsolidated joint ventures as of September 30, 2019 and December 31, 2018 (dollars in thousands):

Property Debt

Number of

Company's

Carrying Value

As of September 30, 2019

Apartment Units

Effective

September 30,

December 31,

Maturity

Interest

Entity / Property Name

or Rentable SF

Ownership % (a)

2019

2018

Balance

Date

Rate

Multi-family

Metropolitan at 40 Park (b) (c)

189 

units

25.00 

%

$

7,346

$

7,679 

$

54,590

(d)

(d)

RiverTrace at Port Imperial

316 

units

22.50 

%

7,541

8,112 

82,000 

11/10/26

3.21 

%

Crystal House (e)

825 

units

25.00 

%

28,903

29,570 

160,342

04/01/20

3.17 

%

PI North - Riverwalk C

360 

units

40.00 

%

35,474

27,175 

15,252

12/06/21

L+2.75

%

(f)

Marbella II (g)

311 

units

24.27 

%

-

15,414 

-

-

-

Riverpark at Harrison

141 

units

45.00 

%

1,032

1,272 

29,403

08/01/25

3.70 

%

Station House

378 

units

50.00 

%

36,190

37,675 

97,279

07/01/33

4.82 

%

Urby at Harborside (h)

762 

units

85.00 

%

80,673

85,317 

192,000 

08/01/29

5.197 

%

PI North -Land (i)

836 

potential units

20.00 

%

1,678

1,678 

-

-

-

Liberty Landing

850 

potential units

50.00 

%

337

337 

-

-

-

Hillsborough 206

160,000 

sf

50.00 

%

1,962

1,962 

-

-

-

Office

Red Bank (j)

92,878 

sf

50.00 

%

-

3,127 

-

-

-

12 Vreeland Road

139,750 

sf

50.00 

%

7,300

7,019 

6,681

07/01/23

2.87 

%

Offices at Crystal Lake

106,345 

sf

31.25 

%

3,507

3,442 

3,514

11/01/23

4.76 

%

Other

Riverwalk Retail (b)

30,745 

sf

20.00 

%

1,476

1,539 

-

-

-

Hyatt Regency Jersey City

351 

rooms

50.00 

%

-

112 

100,000 

10/01/26

3.668 

%

Other (k)

80

1,320 

-

-

-

Totals:

$

213,499

$

232,750 

$

741,061

(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 multi-family rental property ("Lofts at 40 Park").

(d)

Property debt balance consists of: (i) an amortizable loan, collateralized by the Metropolitan at 40 Park, with a balance of $35,378, bears interest at 3.25 percent, matures in September 2020; (ii) an amortizable loan, collateralized by the Shops at 40 Park, with a balance of $6,067, bears interest at LIBOR +2.25%, matures in October 2019. In October 2019, the loan was refinanced with a maturity date of October 2021, which bears interest at LIBOR +1.5%; (iii) a construction loan with a maximum borrowing amount of $13,950 for the Lofts at 40 Park with a balance of $13,145, which bears interest at LIBOR plus 250 basis points and matures in February 2020.

(e)

Included in this is the Company's unconsolidated 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.

(f)

The venture has a construction loan with a maximum borrowing amount of $112,000.

(g)

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 the majority equity partner’s 50 percent preferred and controlling interest in the venture for $77.5 million in cash and the Company consolidated the asset. See Note 3: Recent Transactions - Consolidation. The acquisition was funded primarily using available cash and proceeds from the refinancing. Concurrently with the closing, the joint venture repaid in full the property’s $74.7 million mortgage loan and obtained a new loan in the amount of $117 million.

(h)

The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines.

(i)

The Company owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J that can accommodate the development of 836 apartment units.

(j)

On February 28, 2019, the Company sold its 50 percent interest to its partner and recorded a gain of $0.9 million.

(k)

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 three and nine months ended September 30, 2019 and 2018 (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

Entity / Property Name

2019

2018

2019

2018

Multi-family

Marbella

$

-

$

21 

$

-

$

205 

Metropolitan at 40 Park

(135)

(131)

(333)

(362)

RiverTrace at Port Imperial

47 

33 

137 

122 

Crystal House

(117)

(192)

(526)

(617)

PI North - Riverwalk C / Land

(79)

(51)

(211)

(88)

Marbella II (b)

-

11 

(15)

42 

Riverpark at Harrison

(34)

(26)

(159)

(174)

Station House

(392)

(531)

(1,486)

(1,443)

Urby at Harborside

(240)

(990)

(989)

157 

(c)

Liberty Landing

-

-

-

-

Hillsborough 206

-

-

-

15 

Office

Red Bank (d)

-

(65)

8 

(193)

12 Vreeland Road

125 

119 

282 

157 

Offices at Crystal Lake

36 

37 

65 

57 

Other

Riverwalk Retail

(21)

(20)

(63)

(65)

Hyatt Regency Jersey City

750 

1,024 

2,388 

2,560 

Other

(53)

74 

20 

460 

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

$

(113)

$

(687)

$

(882)

$

833 

 

(a)

Amounts are net of amortization of basis differences of $156 and $230 for the three months ended September 30, 2019 and 2018, respectively, and $484 and $809 for the nine months ended September 30, 2019 and 2018, respectively.

(b)

On January 31, 2019, the Company acquired one of its equity partner's 50 percent interest and as a result, increased its ownership from 24.27 percent subordinated interest to 74.27 percent controlling interest. See Note 3: Recent Transactions - Consolidation.

(c)

Includes $2.6 million of the Company's share of the venture's income from its first annual sale of an economic tax credit certificate from the State of New Jersey to a third party. The venture has an agreement with a third party to sell it the tax credits over the next nine years for $3 million per year for a total of $27 million. The sales are subject to the venture obtaining the tax credits from the State of New Jersey and transferring the credit certificates each year.

(d)

On February 28, 2019, the Company sold its 50 percent interest to its partner and realized a gain of $0.9 million.