Investments In Unconsolidated Joint Ventures
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3 Months Ended |
Mar. 31, 2018 |
|---|
| Investments In Unconsolidated Joint Ventures [Line Items] |
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| Investments In Unconsolidated Joint Ventures |
4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
As of March 31, 2018, the Company had an aggregate investment of approximately $249.5 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 March 31, 2018, the unconsolidated joint ventures owned: four office properties aggregating approximately 0.5 million square feet, eight multi-family properties totaling 3,275 apartments, two retail properties aggregating approximately 81,700 square feet, a 350-room hotel, development projects for up to approximately 419 apartments; and interests and/or rights to developable land parcels able to accommodate up to 3,738 apartments. The Company’s unconsolidated interests range from 12.5 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 March 31, 2018, such debt had a total facility amount of $318 million of which the Company agreed to guarantee up to $36 million. As of March 31, 2018, the outstanding balance of such debt totaled $202.7 million of which $24.4 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 $0.9 million for such services in the three months ended March 31, 2018 and 2017, respectively. The Company had $0.5 million and $0.7 million in accounts receivable due from its unconsolidated joint ventures as of March 31, 2018 and December 31, 2017, respectively.
Included in the Company’s investments in unconsolidated joint ventures as of March 31, 2018 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 $128.6 million as of March 31, 2018. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $164.6 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $36.0 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 March 31, 2018 and December 31, 2017: (dollars in thousands)
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Property Debt
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Number of
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Company's
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|
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Carrying Value
|
|
|
As of March 31, 2018
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Apartment Units
|
Effective
|
|
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March 31,
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|
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December 31,
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Maturity
|
Interest
|
|
|
Entity / Property Name
|
or Rentable Square Feet (sf)
|
Ownership % (a)
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|
|
2018
|
|
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2017
|
|
|
Balance
|
Date
|
Rate
|
|
|
Multi-family
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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|
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Marbella
|
412
|
units
|
24.27
|
%
|
|
$
|
14,353
|
|
$
|
14,544
|
|
$
|
95,000
|
05/01/19
|
L+1.50
|
%
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|
|
Metropolitan at 40 Park (b) (c)
|
130
|
units
|
12.50
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%
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|
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6,759
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6,834
|
|
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54,962
|
(d)
|
(d)
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RiverTrace at Port Imperial
|
316
|
units
|
22.50
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%
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|
|
8,662
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8,864
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|
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82,000
|
11/10/26
|
3.21
|
%
|
|
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Crystal House (e)
|
825
|
units
|
25.00
|
%
|
|
|
30,075
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|
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30,570
|
|
|
165,000
|
04/01/20
|
3.17
|
%
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|
|
PI North - Riverwalk C
|
360
|
units
|
40.00
|
%
|
|
|
18,018
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|
|
16,844
|
|
|
-
|
-
|
-
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Marbella II
|
311
|
units
|
24.27
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%
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|
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16,199
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16,471
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74,690
|
03/30/19
|
L+2.25
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%
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(f)
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Riverpark at Harrison
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141
|
units
|
45.00
|
%
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|
|
1,504
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|
|
1,604
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|
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30,000
|
08/01/25
|
3.70
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%
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|
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Station House
|
378
|
units
|
50.00
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%
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|
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39,603
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40,124
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|
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99,685
|
07/01/33
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4.82
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%
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Urby at Harborside
|
762
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units
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85.00
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%
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|
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92,692
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|
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94,429
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190,495
|
08/01/29
|
5.197
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%
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(g)
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PI North -Land (h)
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836
|
potential units
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20.00
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%
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1,678
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1,678
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|
|
-
|
-
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-
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|
|
Liberty Landing
|
850
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potential units
|
50.00
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%
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|
|
337
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|
|
337
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|
|
-
|
-
|
-
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|
|
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Hillsborough 206
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160,000
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sf
|
50.00
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%
|
|
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1,962
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1,962
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|
|
-
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-
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-
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Office
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Red Bank
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92,878
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sf
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50.00
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%
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4,528
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4,602
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|
13,726
|
05/17/18
|
L+3.00
|
%
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(i)
|
|
12 Vreeland Road
|
139,750
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sf
|
50.00
|
%
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6,792
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6,734
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9,101
|
07/01/23
|
2.87
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%
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Offices at Crystal Lake
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106,345
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sf
|
31.25
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%
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3,395
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3,369
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|
4,618
|
11/01/23
|
4.76
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%
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Other
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Riverwalk Retail
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30,745
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sf
|
20.00
|
%
|
|
|
1,600
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|
|
1,625
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|
|
-
|
-
|
-
|
|
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Hyatt Regency Jersey City
|
350
|
rooms
|
50.00
|
%
|
|
|
-
|
|
|
440
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|
|
100,000
|
10/01/26
|
3.668
|
%
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Other (j)
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1,356
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1,595
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-
|
-
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-
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Totals:
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$
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249,513
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$
|
252,626
|
|
$
|
919,277
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(a)
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Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.
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(b)
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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.
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(c)
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Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park").
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(d)
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Property debt balance consists of: (i) an amortizable loan, collateralized by the Metropolitan at 40 Park, with a balance of $36,632, 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 $6,140, bears interest at 3.63 percent, matures in August 2018. On February 3, 2017, the venture obtained a construction loan with a maximum borrowing amount of $13,950 for the Lofts at 40 Park with a balance of $12,190, which bears interest at LIBOR plus 250 basis points and matures in February 2020.
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(e)
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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.
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(f)
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The construction loan which had a maximum borrowing amount of $75,000 was amended on 3/30/18 and, subject to certain conditions, provided for four 3-month extension options with a fee of 6.25 basis points for each extension.
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(g)
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The construction/permanent loan has a maximum borrowing amount of $192,000. The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines. The development project was placed in service in second quarter 2017.
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(h)
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The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J that can accommodate the development of 836 apartment units.
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(i)
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The venture plans to refinance its mortgage loan at maturity.
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(j)
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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.
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The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the three months ended March 31, 2018 and 2017: (dollars in thousands)
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|
|
Three Months Ended
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|
|
|
March 31,
|
|
Entity / Property Name
|
|
2018
|
|
|
2017
|
|
Multi-family
|
|
|
|
|
|
|
Marbella
|
$
|
91
|
|
$
|
109
|
|
Metropolitan at 40 Park
|
|
(75)
|
|
|
(85)
|
|
RiverTrace at Port Imperial
|
|
44
|
|
|
48
|
|
Crystal House
|
|
(162)
|
|
|
(293)
|
|
PI North - Riverwalk C
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|
-
|
|
|
(131)
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|
Marbella II
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|
22
|
|
|
27
|
|
Riverpark at Harrison
|
|
(63)
|
|
|
(11)
|
|
Station House
|
|
(428)
|
|
|
(375)
|
|
Urby at Harborside
|
|
1,721
|
(b)
|
|
(145)
|
|
Liberty Landing
|
|
-
|
|
|
(15)
|
|
Hillsborough 206
|
|
16
|
|
|
(25)
|
|
Office
|
|
|
|
|
|
|
Red Bank
|
|
(74)
|
|
|
106
|
|
12 Vreeland Road
|
|
59
|
|
|
77
|
|
Offices at Crystal Lake
|
|
26
|
|
|
6
|
|
Other
|
|
|
|
|
|
|
Riverwalk Retail
|
|
(25)
|
|
|
(11)
|
|
Hyatt Regency Jersey City
|
|
310
|
|
|
587
|
|
Other
|
|
110
|
|
|
80
|
|
Company's equity in earnings (loss) of unconsolidated joint ventures (a)
|
$
|
1,572
|
|
$
|
(51)
|
|
|
|
(a) Amounts are net of amortization of basis differences of $289 and $259 for the three months ended March 31, 2018 and 2017, respectively.
|
|
(b) 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.
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| 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 March 31, 2018, the Company had an aggregate investment of approximately $249.5 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 March 31, 2018, the unconsolidated joint ventures owned: four office properties aggregating approximately 0.5 million square feet, eight multi-family properties totaling 3,275 apartments, two retail properties aggregating approximately 81,700 square feet, a 350-room hotel, development projects for up to approximately 419 apartments; and interests and/or rights to developable land parcels able to accommodate up to 3,738 apartments. The Company’s unconsolidated interests range from 12.5 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 March 31, 2018, such debt had a total facility amount of $318 million of which the Company agreed to guarantee up to $36 million. As of March 31, 2018, the outstanding balance of such debt totaled $202.7 million of which $24.4 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 $0.9 million for such services in the three months ended March 31, 2018 and 2017, respectively. The Company had $0.5 million and $0.7 million in accounts receivable due from its unconsolidated joint ventures as of March 31, 2018 and December 31, 2017, respectively.
Included in the Company’s investments in unconsolidated joint ventures as of March 31, 2018 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 $128.6 million as of March 31, 2018. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $164.6 million, which includes the Company’s current investment and estimated future funding commitments/guarantees of approximately $36.0 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 March 31, 2018 and December 31, 2017: (dollars in thousands)
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|
Property Debt
|
|
|
|
Number of
|
Company's
|
|
|
Carrying Value
|
|
|
As of March 31, 2018
|
|
|
|
Apartment Units
|
Effective
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
Maturity
|
Interest
|
|
|
Entity / Property Name
|
or Rentable Square Feet (sf)
|
Ownership % (a)
|
|
|
2018
|
|
|
2017
|
|
|
Balance
|
Date
|
Rate
|
|
|
Multi-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marbella
|
412
|
units
|
24.27
|
%
|
|
$
|
14,353
|
|
$
|
14,544
|
|
$
|
95,000
|
05/01/19
|
L+1.50
|
%
|
|
|
Metropolitan at 40 Park (b) (c)
|
130
|
units
|
12.50
|
%
|
|
|
6,759
|
|
|
6,834
|
|
|
54,962
|
(d)
|
(d)
|
|
|
|
RiverTrace at Port Imperial
|
316
|
units
|
22.50
|
%
|
|
|
8,662
|
|
|
8,864
|
|
|
82,000
|
11/10/26
|
3.21
|
%
|
|
|
Crystal House (e)
|
825
|
units
|
25.00
|
%
|
|
|
30,075
|
|
|
30,570
|
|
|
165,000
|
04/01/20
|
3.17
|
%
|
|
|
PI North - Riverwalk C
|
360
|
units
|
40.00
|
%
|
|
|
18,018
|
|
|
16,844
|
|
|
-
|
-
|
-
|
|
|
|
Marbella II
|
311
|
units
|
24.27
|
%
|
|
|
16,199
|
|
|
16,471
|
|
|
74,690
|
03/30/19
|
L+2.25
|
%
|
(f)
|
|
Riverpark at Harrison
|
141
|
units
|
45.00
|
%
|
|
|
1,504
|
|
|
1,604
|
|
|
30,000
|
08/01/25
|
3.70
|
%
|
|
|
Station House
|
378
|
units
|
50.00
|
%
|
|
|
39,603
|
|
|
40,124
|
|
|
99,685
|
07/01/33
|
4.82
|
%
|
|
|
Urby at Harborside
|
762
|
units
|
85.00
|
%
|
|
|
92,692
|
|
|
94,429
|
|
|
190,495
|
08/01/29
|
5.197
|
%
|
(g)
|
|
PI North -Land (h)
|
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
|
92,878
|
sf
|
50.00
|
%
|
|
|
4,528
|
|
|
4,602
|
|
|
13,726
|
05/17/18
|
L+3.00
|
%
|
(i)
|
|
12 Vreeland Road
|
139,750
|
sf
|
50.00
|
%
|
|
|
6,792
|
|
|
6,734
|
|
|
9,101
|
07/01/23
|
2.87
|
%
|
|
|
Offices at Crystal Lake
|
106,345
|
sf
|
31.25
|
%
|
|
|
3,395
|
|
|
3,369
|
|
|
4,618
|
11/01/23
|
4.76
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riverwalk Retail
|
30,745
|
sf
|
20.00
|
%
|
|
|
1,600
|
|
|
1,625
|
|
|
-
|
-
|
-
|
|
|
|
Hyatt Regency Jersey City
|
350
|
rooms
|
50.00
|
%
|
|
|
-
|
|
|
440
|
|
|
100,000
|
10/01/26
|
3.668
|
%
|
|
|
Other (j)
|
|
|
|
|
|
|
1,356
|
|
|
1,595
|
|
|
-
|
-
|
-
|
|
|
|
Totals:
|
|
|
|
|
|
$
|
249,513
|
|
$
|
252,626
|
|
$
|
919,277
|
|
|
|
|
|
|
|
|
|
|
|
(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 12.5 percent interest in a 50,973 square feet retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development 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 $36,632, 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 $6,140, bears interest at 3.63 percent, matures in August 2018. On February 3, 2017, the venture obtained a construction loan with a maximum borrowing amount of $13,950 for the Lofts at 40 Park with a balance of $12,190, 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 construction loan which had a maximum borrowing amount of $75,000 was amended on 3/30/18 and, subject to certain conditions, provided for four 3-month extension options with a fee of 6.25 basis points for each extension.
|
|
(g)
|
The construction/permanent loan has a maximum borrowing amount of $192,000. The Company owns an 85 percent interest with shared control over major decisions such as, approval of budgets, property financings and leasing guidelines. The development project was placed in service in second quarter 2017.
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(h)
|
The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J that can accommodate the development of 836 apartment units.
|
|
(i)
|
The venture plans to refinance its mortgage loan at maturity.
|
|
(j)
|
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 months ended March 31, 2018 and 2017: (dollars in thousands)
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|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
Entity / Property Name
|
|
2018
|
|
|
2017
|
|
Multi-family
|
|
|
|
|
|
|
Marbella
|
$
|
91
|
|
$
|
109
|
|
Metropolitan at 40 Park
|
|
(75)
|
|
|
(85)
|
|
RiverTrace at Port Imperial
|
|
44
|
|
|
48
|
|
Crystal House
|
|
(162)
|
|
|
(293)
|
|
PI North - Riverwalk C
|
|
-
|
|
|
(131)
|
|
Marbella II
|
|
22
|
|
|
27
|
|
Riverpark at Harrison
|
|
(63)
|
|
|
(11)
|
|
Station House
|
|
(428)
|
|
|
(375)
|
|
Urby at Harborside
|
|
1,721
|
(b)
|
|
(145)
|
|
Liberty Landing
|
|
-
|
|
|
(15)
|
|
Hillsborough 206
|
|
16
|
|
|
(25)
|
|
Office
|
|
|
|
|
|
|
Red Bank
|
|
(74)
|
|
|
106
|
|
12 Vreeland Road
|
|
59
|
|
|
77
|
|
Offices at Crystal Lake
|
|
26
|
|
|
6
|
|
Other
|
|
|
|
|
|
|
Riverwalk Retail
|
|
(25)
|
|
|
(11)
|
|
Hyatt Regency Jersey City
|
|
310
|
|
|
587
|
|
Other
|
|
110
|
|
|
80
|
|
Company's equity in earnings (loss) of unconsolidated joint ventures (a)
|
$
|
1,572
|
|
$
|
(51)
|
|
|
|
(a) Amounts are net of amortization of basis differences of $289 and $259 for the three months ended March 31, 2018 and 2017, respectively.
|
|
(b) 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.
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|
|
|