Recent Transactions | 12 Months Ended |
Dec. 31, 2020 |
Recent Transactions [Line Items] | |
Recent Transactions | 3. RECENT TRANSACTIONS Acquisitions 2020 There were no acquisitions of property during 2020. See below for the acquisition of additional interests in property that resulted in the full consolidation of one property. 2019 The Company acquired the following rental properties (which were determined to be asset acquisitions in accordance with ASU 2017-01) during the year ended December 31, 2019 (dollars in thousands) : Rentable Acquisition Property # of Square Feet/ Acquisition Date Property Address Location Type Bldgs. Apartment Units Cost 02/06/19 99 Wood Avenue (a) Iselin, New Jersey Office 1 271,988 $ 61,858 04/01/19 Soho Lofts (a) Jersey City, New Jersey Multi-family 1 377 264,578 09/26/19 Liberty Towers (b) Jersey City, New Jersey Multi-family 1 648 410,483 Total Acquisitions 3 $ 736,919 (a) This 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. (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 unimproved land parcels for future development (“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 properties commenced initial operations during the years ended December 31, 2020 and 2019 ( dollars in thousands ): 2020 Total In Service Property # of Development Date Property Location Type Apartment Units Costs Incurred 03/01/20 Emery at Overlook Ridge Malden, MA Multi-Family 326 $ 103,993 Totals 326 $ 103,993 2019 # of Total In Service Property 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 Consolidations 2020 On March 12, 2020, the Company, acquired its equity partner's 80 percent interest in Port Imperial North Retail L.L.C., a ground floor retail space totaling 30,745 square feet located at Port Imperial, West New York, New Jersey for $ 13.3 million in cash (funded through borrowing under the Company’s unsecured credit facility.) The results of the transaction increased the Company’s interest to 100 percent. Upon the acquisition, the Company consolidated the joint venture, a voting interest entity. As an acquisition of the remaining interests in the venture which owns the Port Imperial North Retail L.L.C., the Company accounted for the transaction as an asset acquisition under a cost accumulation model, and as such no gain on change of control of interest was recognized in consolidation, resulting in total consolidated net assets of $ 15.0 million, which are allocated as follows: Port Imperial North Retail L.L.C. Land and leasehold interests $ 4,305 Buildings and improvements and other assets, net 8,912 In-place lease values (a) 1,503 Above/Below market lease value, net (a) 313 Net assets recorded upon consolidation $ 15,033 (a) In-place and below market lease values are being amortized over a weighted-average term of 7.5 years. 2019 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 rental 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 year ended December 31, 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. Marbella II Land and leasehold interests $ 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. Real Estate Held for Sale/Discontinued Operations/Dispositions 2020 On December 19, 2019, the Company announced that its Board had determined to sell the Company’s entire suburban New Jersey office portfolio totaling approximately 6.6 million square feet, which excludes the Company’s office properties in Jersey City and Hoboken, New Jersey, (collectively, the “Suburban Office Portfolio”). As the decision to sell the Suburban Office Portfolio represented a strategic shift in the Company’s operations, these properties’ results (other than a property classified as held for sale) are being classified as discontinued operations for all periods presented herein. As of December 31, 2020, the Company determined that a 350,000 square foot office property in the Suburban Office Portfolio, located in Holmdel, New Jersey no longer met the held for sale criteria. The property had originally been classified as held for sale as of December 31, 2019. The reclassified property has an aggregate book value of $ 19.8 million as of December 31, 2020, net of accumulated depreciation of $ 10.5 million (including catch-up depreciation). $ 2.8 million of previously recorded valuation allowance was reversed upon the reclassification of the asset from held for sale at December 31, 2020, and the corresponding property’s results and valuation allowance are also reclassified out of discontinued operations to continuing operations for all periods presented. See Note 7: Discontinued Operations. In late 2019 through December 31, 2020, the Company completed the sale of 20 of these suburban office properties, totaling 3.2 million square feet, for net sales proceeds of $ 377.4 million. As of December 31, 2020, the Company has identified as held for sale 16 office properties (comprised of six identified disposal groups) in the Suburban Office Portfolio, totaling 3.0 million square feet (of which the Company currently has 15 properties totaling 2.8 million square feet under contract for sale for aggregate gross proceeds of $ 652.4 million). As a result of a signed contract to dispose of a portfolio of four of the properties in an identified disposal group of assets held for sale, the Company may need to pay for significant costs to defease the mortgage loan encumbering the properties, which will be expensed when incurred at the time of such defeasance. See Note 10: Mortgages, loans payable and other obligations. I n January 2021, the Company completed the sale of one of the properties held for sale, which was a 149,600 square foot office property, for a gross sales price of $ 38 million. See Note 7: Discontinued Operations. The Company plans to complete the sale of substantially all of its remaining Suburban Office Portfolio properties in 2021, and to use the available sales proceeds to pay down its corporate-level, unsecured indebtedness. However, the Company cannot predict whether or to what extent the timing of these sales and the expected amount may be impacted by the ongoing coronavirus pandemic (“COVID-19”). After the completion of the Suburban Office Portfolio sales, the Company’s holdings will consist of its waterfront class A office portfolio and its multi-family rental portfolio, and related development projects and land holdings. Additionally, the Company also identified a retail pad leased to others and several developable land parcels as held for sale as of December 31, 2020. The properties are located in Parsippany, Madison, Short Hills, Edison and Red Bank, New Jersey. As a result of recent sales contract amendments and after considering the current market conditions as a result of the challenging economic climate with the current worldwide COVID-19 pandemic, the Company determined that the carrying value of six of the remaining held for sale properties (comprised of three disposal groups), and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the year ended December 31, 2020, recognized an unrealized loss allowance of $ 15.7 million for the properties ($ 14 million of which are from discontinued operations), respectively, and also recorded land and other impairments of $ 9.5 million. As of December 31, 2020, the Company determined that two developable land parcels located in Parsippany, New Jersey were no longer being held for sale. The properties had originally been classified as held for sale as of December 31, 2019. The reclassified properties had an aggregate book value of $ 11.3 million. The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands) : Suburban Other Office Assets Portfolio (a) Held for Sale Total Land $ 87,815 $ 76,396 $ 164,211 Building & Other 737,669 42,202 779,871 Less: Accumulated depreciation ( 161,040 ) ( 7,991 ) ( 169,031 ) Less: Cumulative unrealized losses on property held for sale ( 77,357 ) ( 40,731 ) ( 118,088 ) Real estate held for sale, net $ 587,087 $ 69,876 $ 656,963 Suburban Other Office Assets Other assets and liabilities Portfolio (a) Held for Sale Total Unbilled rents receivable, net (b) $ 17,216 $ 2,102 $ 19,318 Deferred charges, net (b) 15,320 661 15,981 Total intangibles, net (b) 26,069 - 26,069 Total deferred charges & other assets, net 42,513 665 43,178 Mortgages & loans payable, net (b) 123,768 - 123,768 Total below market liability (b) 6,538 - 6,538 Accounts payable, accrued exp & other liability 16,972 80 17,052 Unearned rents/deferred rental income (b) 8,422 217 8,639 (a) Classified as discontinued operations at December 31, 2020 for all periods presented. See Note 7: Discontinued Operations. (b) Expected to be removed with the completion of the sales. The Company disposed of the following rental properties during the year ended December 31, 2020 (dollars in thousands) : Discontinued Operations: Realized Realized Gains Gains Rentable Net Net (losses)/ (losses)/ Disposition # of Square Property Sales Carrying Unrealized Unrealized Date Property/Address Location Bldgs. Feet/Units Type Proceeds Value Losses, net Losses, net 03/17/20 One Bridge Plaza Fort Lee, New Jersey 1 200,000 Office $ 35,065 $ 17,743 $ - $ 17,322 07/22/20 3 Giralda Farms (a) Madison, New Jersey 1 141,000 Office 7,510 9,534 - ( 2,024 ) 09/15/20 Morris portfolio (b) Parsippany and Madison, New Jersey 10 1,448,420 Office 155,116 175,772 - ( 20,656 ) 09/18/20 325 Columbia Turnpike Florham Park, New Jersey 1 168,144 Office 24,276 8,020 - 16,256 09/24/20 9 Campus Drive (c) Parsippany, New Jersey 1 156,945 Office 20,678 22,162 - ( 1,484 ) 10/21/20 3&5 Vaughn Drive Princeton, New Jersey 1 98,500 Office 7,282 5,754 - 1,528 11/18/20 7 Campus Drive (d) Parsippany, New Jersey 1 154,395 Office 12,278 11,804 - 474 12/03/20 581 Main Street Woodbridge, New Jersey 1 200,000 Office 58,400 43,113 - 15,287 12/22/20 500 College Road (e) Princeton, New Jersey 1 158,235 Office 4,582 6,044 - ( 1,462 ) 12/23/20 5/10 Dennis St and and 100 Hiram Sq New Brunswick, New Jersey 2 200 units Multi-Family 45,567 38,404 7,163 - Sub-total 20 2,725,639 370,754 338,350 7,163 25,241 Unrealized losses on real estate held for sale ( 1,682 ) ( 14,040 ) Totals 20 2,725,639 $ 370,754 $ 338,350 $ 5,481 $ 11,201 (a) The Company recorded valuation allowances of $ 2.0 million on the held for sale property during the year ended December 31, 2020 and of $ 16.7 million during the year ended December 31, 2019. (b) The Company recorded valuation allowances of $ 21.6 million on the held for sale properties during the year ended December 31, 2020 and of $ 32.5 million during the year ended December 31, 2019. (c) The Company recorded a valuation allowance of $ 3.5 million on this property during the year ended December 31, 2019. (d) The Company recorded valuation allowance of $ 6.0 million on the held for sale property during the year ended December 31, 2019. (e) The Company recorded valuation allowance of $ 1.9 million on the held for sale property during the year ended December 31, 2020. The Company disposed of the following developable land holdings during the year ended December 31, 2020 (dollars in thousands): Realized Gains Net Net (losses)/ Disposition Sales Carrying Unrealized Date Property Address Location Proceeds Value Losses, net 01/03/20 230 & 250 Half Mile Road Middletown, New Jersey $ 7,018 $ 2,969 $ 4,049 03/27/20 Capital Office Park land Greenbelt, Maryland 8,974 8,210 764 12/18/20 14 & 16 Skyline Drive Mount Pleasant, New York 2,925 1,951 974 Totals $ 18,917 $ 13,130 $ 5,787 2019 On December 19, 2019, the Company announced that, based on the recommendations of the Shareholder Value Committee, its Board had determined to sell the Suburban Office Portfolio. As the decision to sell the Suburban Office Portfolio represented a strategic shift in the Company’s operations, the portfolio’s results are being classified as discontinued operations for all periods presented herein. See Note 7: Discontinued Operations. During the year ended December 31, 2019, the Company completed the sale of two of these suburban office properties, totaling 497,000 square feet, for net sales proceeds of $ 52.2 million. As of December 31, 2019, the Company identified as held for sale the remaining 35 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling 6.1 million square feet. See Note 7: Discontinued Operations. Additionally, the Company also identified a retail pad leased to others and several developable land parcels as held for sale as of December 31, 2019. The properties are located in Fort Lee, Parsippany, Madison, Short Hills, Edison, Red Bank and Florham Park. The Company determined that the carrying value of 21 of the properties (comprised of six disposal groups) and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the year ended December 31, 2019, recognized an unrealized loss allowance of $ 174.1 million ($ 137.9 million of which are from discontinued operations, for the properties and land and other impairments of $ 32.4 million. The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands) : Suburban Other Office Assets Portfolio (a) Held for Sale Total Land $ 147,590 $ 87,663 $ 235,253 Building & Other 1,263,738 54,392 1,318,130 Less: Accumulated depreciation ( 401,212 ) ( 11,573 ) ( 412,785 ) Less: Cumulative unrealized losses on property held for sale ( 137,876 ) ( 36,225 ) ( 174,101 ) Real estate held for sale, net $ 872,240 $ 94,257 $ 966,497 Suburban Other Office Assets Other assets and liabilities Portfolio (a) Held for Sale Total Unbilled rents receivable, net (b) $ 30,188 $ 1,956 $ 32,144 Deferred charges, net (b) 32,900 1,432 34,332 Total intangibles, net (b) 33,095 - 33,095 Total deferred charges & other assets, net 68,684 1,730 70,414 Mortgages & loans payable, net (b) 123,650 - 123,650 Total below market liability (b) 8,833 - 8,833 Accounts payable, accrued exp & other liability 21,025 1,792 22,817 Unearned rents/deferred rental income (b) 2,952 - 2,952 (a) Classified as discontinued operations at December 31, 2019 for all periods presented. See Note 7: Discontinued Operations. (b) Expected to be removed with the completion of the sales. The Company disposed of the following rental properties during the year ended December 31, 2019 (dollars in thousands): Discontinued Operations: Realized Realized Gains Gains Rentable Net Net (losses)/ (losses)/ Disposition # of Square Property Sales Carrying Unrealized Unrealized Date Property/Address Location Bldgs. Feet/Units Type Proceeds Value Losses, net Losses, net 01/11/19 721 Route 202-206 South (a) Bridgewater, New Jersey 1 192,741 Office $ 5,651 $ 5,410 $ 241 $ - 01/16/19 Park Square Apartments (b) Rahway, New Jersey 1 159 units Multi-family 34,045 34,032 13 - 01/22/19 2115 Linwood Avenue Fort Lee, New Jersey 1 68,000 Office 15,197 7,433 7,764 - 02/27/19 201 Littleton Road (c) Morris Plains, New Jersey 1 88,369 Office 4,842 4,937 ( 95 ) - 03/13/19 320 & 321 University Avenue Newark, New Jersey 2 147,406 Office 25,552 18,456 7,096 - 03/29/19 Flex portfolio (d) New York and Connecticut 56 3,148,512 Office/Flex 470,348 214,758 255,590 - 06/18/19 650 From Road (e) Paramus, New Jersey 1 348,510 Office 37,801 40,046 ( 2,245 ) - 10/18/19 3600 Route 66 (h) Neptune, New Jersey 1 180,000 Office 25,237 17,246 - 7,991 10/23/19 Chase & Alterra Portfolio (f) Revere and Malden, Massachusetts 3 1,386 units Multi-family 406,817 293,030 113,787 - 12/06/19 5 Wood Hollow Road (g) (h) Parsippany, New Jersey 1 317,040 Office 26,937 33,226 - ( 6,289 ) (i) Sub-total 68 4,490,578 1,052,427 668,574 382,151 1,702 Unrealized losses on real estate held for sale ( 39,049 ) ( 135,052 ) (i) Totals 68 4,490,578 $ 1,052,427 $ 668,574 $ 343,102 $ ( 133,350 ) (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) As part of the consideration from the buyer, who is a noncontrolling interest unitholder of the Operating Partnership, 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. (f) Proceeds from the sale, which were net of $ 235.8 million of in-place mortgages assumed by the buyer, were used primarily 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. The assumed mortgages were a non-cash portion of this sales transaction. (g) The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2019. See Note 5: Deferred Charges, Goodwill and Other Assets, Net – to the Financial Statements. The Company recorded an impairment charge of $ 5.8 million at June 30, 2019 before the property was identified as held for sale on September 30, 2019. (h) These pertain to properties classified as discontinued operations. (See Note 7: Discontinued Operations – to the Financial Statements) (i) These include impairments recorded on three properties before they were classified as discontinued operations. The Company disposed of the following developable land holdings during the year ended December 31, 2019 (dollars in thousands): Realized Gains Net Net (losses)/ Disposition Sales Carrying Unrealized Date Property Address Location Proceeds Value Losses, net 04/30/19 Overlook Ridge Revere, Massachusetts $ 685 $ 415 $ 270 09/20/19 Overlook Ridge Revere, Massachusetts 1,135 839 296 11/08/19 150 Monument Street Bala Cynwd, Pennsylvania (a) 8,374 7,874 500 12/19/19 51 Washington Street Conshohocken, Pennsylvania (b) 8,189 8,732 $ ( 543 ) Totals $ 18,383 $ 17,860 $ 523 (a) The Company recorded a land impairment charge of $ 10.9 million on this land parcel during the year ended December 31, 2018. (b) The Company recorded a land impairment charge of $ 13.6 million on this land parcel during the year ended December 31, 2018. The Company recorded additional land impairment charges of $ 2.7 million on this land parcel during the year ended December 31, 2019 prior to its disposition. Impairments on Properties Held and Used 2020 The Company determined that, due to the shortening of its expected period of ownership and a s a result of the adverse effect the COVID-19 pandemic has had, and continues to have, on its hotel operations, the Company evaluated the recoverability of the carrying values of its two adjacent hotel properties and determined that it was necessary to reduce the carrying values of its two hotel assets located in Weehawken, New Jersey to their estimated fair values. One of these hotels has closed its rooms since March 2020. Accordingly, the Company recorded an impairment charge of $ 36.6 million on these hotels at September 30, 2020, which is included in property impairments on the consolidated statement of operations for the year ended December 31, 2020 . The Company also evaluated the recoverability of the carrying values of its land parcels and determined that it was necessary to reduce the carrying values of three held-and-used land parcels to their estimated fair values and recorded land and other impairment charges of $ 7.3 million for the year ended December 31, 2020. Unconsolidated Joint Venture Activity 2020 On December 31, 2020, the Crystal House Apartment Investors LLC, an unconsolidated joint venture property located in Arlington, Virginia sold its sole apartment property for an aggregate sales price of $ 376.6 million. The Company received $ 62.7 million for its share of net sale proceeds from the joint venture and realized its share of the gain on the property sale from the unconsolidated joint venture of $ 35.1 million. On December 17, 2020, the Company sold its interest in the Hillsborough 206 Holdings joint venture which owns developable land located in Hillsborough, New Jersey for a sale price of $ 2.1 million, and realized a gain on sale from unconsolidated joint ventures of $ 0.1 million. 2019 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 sale from unconsolidated joint ventures of $ 0.9 million. Rockpoint Transaction 2019 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 the Company 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 15: Redeemable Noncontrolling Interests for additional information about the Add On Investment Agreement and the related transactions with Rockpoint. RRLP has been identified as a variable interest entity in which the Company is deemed to be the primary beneficiary. As of December 31, 2020 and December 31, 2019, the Company’s consolidated RRLP entity had total real estate assets of $ 3.0 billion and $ 2.8 billion, respectively, total other assets of $ 221.1 million and $ 273.3 million, respectively, total mortgages and loan payable of $ 1.7 billion and $ 1.4 billion, respectively, and other liabilities of $ 90.4 million and $ 115.2 million, respectively. |
Mack-Cali Realty LP [Member] | |
Recent Transactions [Line Items] | |
Recent Transactions | 3. RECENT TRANSACTIONS Acquisitions 2020 There were no acquisitions of property during 2020. See below for the acquisition of additional interests in property that resulted in the full consolidation of one property. 2019 The Company acquired the following rental properties (which were determined to be asset acquisitions in accordance with ASU 2017-01) during the year ended December 31, 2019 (dollars in thousands) : Rentable Acquisition Property # of Square Feet/ Acquisition Date Property Address Location Type Bldgs. Apartment Units Cost 02/06/19 99 Wood Avenue (a) Iselin, New Jersey Office 1 271,988 $ 61,858 04/01/19 Soho Lofts (a) Jersey City, New Jersey Multi-family 1 377 264,578 09/26/19 Liberty Towers (b) Jersey City, New Jersey Multi-family 1 648 410,483 Total Acquisitions 3 $ 736,919 (a) This 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. (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 unimproved land parcels for future development (“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 properties commenced initial operations during the years ended December 31, 2020 and 2019 ( dollars in thousands ): 2020 Total In Service Property # of Development Date Property Location Type Apartment Units Costs Incurred 03/01/20 Emery at Overlook Ridge Malden, MA Multi-Family 326 $ 103,993 Totals 326 $ 103,993 2019 # of Total In Service Property 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 Consolidations 2020 On March 12, 2020, the Company, acquired its equity partner's 80 percent interest in Port Imperial North Retail L.L.C., a ground floor retail space totaling 30,745 square feet located at Port Imperial, West New York, New Jersey for $ 13.3 million in cash (funded through borrowing under the Company’s unsecured credit facility.) The results of the transaction increased the Company’s interest to 100 percent. Upon the acquisition, the Company consolidated the joint venture, a voting interest entity. As an acquisition of the remaining interests in the venture which owns the Port Imperial North Retail L.L.C., the Company accounted for the transaction as an asset acquisition under a cost accumulation model, and as such no gain on change of control of interest was recognized in consolidation, resulting in total consolidated net assets of $ 15.0 million, which are allocated as follows: Port Imperial North Retail L.L.C. Land and leasehold interests $ 4,305 Buildings and improvements and other assets, net 8,912 In-place lease values (a) 1,503 Above/Below market lease value, net (a) 313 Net assets recorded upon consolidation $ 15,033 (a) In-place and below market lease values are being amortized over a weighted-average term of 7.5 years. 2019 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 rental 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 year ended December 31, 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. Marbella II Land and leasehold interests $ 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. Real Estate Held for Sale/Discontinued Operations/Dispositions 2020 On December 19, 2019, the Company announced that its Board had determined to sell the Company’s entire suburban New Jersey office portfolio totaling approximately 6.6 million square feet, which excludes the Company’s office properties in Jersey City and Hoboken, New Jersey, (collectively, the “Suburban Office Portfolio”). As the decision to sell the Suburban Office Portfolio represented a strategic shift in the Company’s operations, these properties’ results (other than a property classified as held for sale) are being classified as discontinued operations for all periods presented herein. As of December 31, 2020, the Company determined that a 350,000 square foot office property in the Suburban Office Portfolio, located in Holmdel, New Jersey no longer met the held for sale criteria. The property had originally been classified as held for sale as of December 31, 2019. The reclassified property has an aggregate book value of $ 19.8 million as of December 31, 2020, net of accumulated depreciation of $ 10.5 million (including catch-up depreciation). $ 2.8 million of previously recorded valuation allowance was reversed upon the reclassification of the asset from held for sale at December 31, 2020, and the corresponding property’s results and valuation allowance are also reclassified out of discontinued operations to continuing operations for all periods presented. See Note 7: Discontinued Operations. In late 2019 through December 31, 2020, the Company completed the sale of 20 of these suburban office properties, totaling 3.2 million square feet, for net sales proceeds of $ 377.4 million. As of December 31, 2020, the Company has identified as held for sale 16 office properties (comprised of six identified disposal groups) in the Suburban Office Portfolio, totaling 3.0 million square feet (of which the Company currently has 15 properties totaling 2.8 million square feet under contract for sale for aggregate gross proceeds of $ 652.4 million). As a result of a signed contract to dispose of a portfolio of four of the properties in an identified disposal group of assets held for sale, the Company may need to pay for significant costs to defease the mortgage loan encumbering the properties, which will be expensed when incurred at the time of such defeasance. See Note 10: Mortgages, loans payable and other obligations. I n January 2021, the Company completed the sale of one of the properties held for sale, which was a 149,600 square foot office property, for a gross sales price of $ 38 million. See Note 7: Discontinued Operations. The Company plans to complete the sale of substantially all of its remaining Suburban Office Portfolio properties in 2021, and to use the available sales proceeds to pay down its corporate-level, unsecured indebtedness. However, the Company cannot predict whether or to what extent the timing of these sales and the expected amount may be impacted by the ongoing coronavirus pandemic (“COVID-19”). After the completion of the Suburban Office Portfolio sales, the Company’s holdings will consist of its waterfront class A office portfolio and its multi-family rental portfolio, and related development projects and land holdings. Additionally, the Company also identified a retail pad leased to others and several developable land parcels as held for sale as of December 31, 2020. The properties are located in Parsippany, Madison, Short Hills, Edison and Red Bank, New Jersey. As a result of recent sales contract amendments and after considering the current market conditions as a result of the challenging economic climate with the current worldwide COVID-19 pandemic, the Company determined that the carrying value of six of the remaining held for sale properties (comprised of three disposal groups), and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the year ended December 31, 2020, recognized an unrealized loss allowance of $ 15.7 million for the properties ($ 14 million of which are from discontinued operations), respectively, and also recorded land and other impairments of $ 9.5 million. As of December 31, 2020, the Company determined that two developable land parcels located in Parsippany, New Jersey were no longer being held for sale. The properties had originally been classified as held for sale as of December 31, 2019. The reclassified properties had an aggregate book value of $ 11.3 million. The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands) : Suburban Other Office Assets Portfolio (a) Held for Sale Total Land $ 87,815 $ 76,396 $ 164,211 Building & Other 737,669 42,202 779,871 Less: Accumulated depreciation ( 161,040 ) ( 7,991 ) ( 169,031 ) Less: Cumulative unrealized losses on property held for sale ( 77,357 ) ( 40,731 ) ( 118,088 ) Real estate held for sale, net $ 587,087 $ 69,876 $ 656,963 Suburban Other Office Assets Other assets and liabilities Portfolio (a) Held for Sale Total Unbilled rents receivable, net (b) $ 17,216 $ 2,102 $ 19,318 Deferred charges, net (b) 15,320 661 15,981 Total intangibles, net (b) 26,069 - 26,069 Total deferred charges & other assets, net 42,513 665 43,178 Mortgages & loans payable, net (b) 123,768 - 123,768 Total below market liability (b) 6,538 - 6,538 Accounts payable, accrued exp & other liability 16,972 80 17,052 Unearned rents/deferred rental income (b) 8,422 217 8,639 (a) Classified as discontinued operations at December 31, 2020 for all periods presented. See Note 7: Discontinued Operations. (b) Expected to be removed with the completion of the sales. The Company disposed of the following rental properties during the year ended December 31, 2020 (dollars in thousands) : Discontinued Operations: Realized Realized Gains Gains Rentable Net Net (losses)/ (losses)/ Disposition # of Square Property Sales Carrying Unrealized Unrealized Date Property/Address Location Bldgs. Feet/Units Type Proceeds Value Losses, net Losses, net 03/17/20 One Bridge Plaza Fort Lee, New Jersey 1 200,000 Office $ 35,065 $ 17,743 $ - $ 17,322 07/22/20 3 Giralda Farms (a) Madison, New Jersey 1 141,000 Office 7,510 9,534 - ( 2,024 ) 09/15/20 Morris portfolio (b) Parsippany and Madison, New Jersey 10 1,448,420 Office 155,116 175,772 - ( 20,656 ) 09/18/20 325 Columbia Turnpike Florham Park, New Jersey 1 168,144 Office 24,276 8,020 - 16,256 09/24/20 9 Campus Drive (c) Parsippany, New Jersey 1 156,945 Office 20,678 22,162 - ( 1,484 ) 10/21/20 3&5 Vaughn Drive Princeton, New Jersey 1 98,500 Office 7,282 5,754 - 1,528 11/18/20 7 Campus Drive (d) Parsippany, New Jersey 1 154,395 Office 12,278 11,804 - 474 12/03/20 581 Main Street Woodbridge, New Jersey 1 200,000 Office 58,400 43,113 - 15,287 12/22/20 500 College Road (e) Princeton, New Jersey 1 158,235 Office 4,582 6,044 - ( 1,462 ) 12/23/20 5/10 Dennis St and and 100 Hiram Sq New Brunswick, New Jersey 2 200 units Multi-Family 45,567 38,404 7,163 - Sub-total 20 2,725,639 370,754 338,350 7,163 25,241 Unrealized losses on real estate held for sale ( 1,682 ) ( 14,040 ) Totals 20 2,725,639 $ 370,754 $ 338,350 $ 5,481 $ 11,201 (a) The Company recorded valuation allowances of $ 2.0 million on the held for sale property during the year ended December 31, 2020 and of $ 16.7 million during the year ended December 31, 2019. (b) The Company recorded valuation allowances of $ 21.6 million on the held for sale properties during the year ended December 31, 2020 and of $ 32.5 million during the year ended December 31, 2019. (c) The Company recorded a valuation allowance of $ 3.5 million on this property during the year ended December 31, 2019. (d) The Company recorded valuation allowance of $ 6.0 million on the held for sale property during the year ended December 31, 2019. (e) The Company recorded valuation allowance of $ 1.9 million on the held for sale property during the year ended December 31, 2020. The Company disposed of the following developable land holdings during the year ended December 31, 2020 (dollars in thousands): Realized Gains Net Net (losses)/ Disposition Sales Carrying Unrealized Date Property Address Location Proceeds Value Losses, net 01/03/20 230 & 250 Half Mile Road Middletown, New Jersey $ 7,018 $ 2,969 $ 4,049 03/27/20 Capital Office Park land Greenbelt, Maryland 8,974 8,210 764 12/18/20 14 & 16 Skyline Drive Mount Pleasant, New York 2,925 1,951 974 Totals $ 18,917 $ 13,130 $ 5,787 2019 On December 19, 2019, the Company announced that, based on the recommendations of the Shareholder Value Committee, its Board had determined to sell the Suburban Office Portfolio. As the decision to sell the Suburban Office Portfolio represented a strategic shift in the Company’s operations, the portfolio’s results are being classified as discontinued operations for all periods presented herein. See Note 7: Discontinued Operations. During the year ended December 31, 2019, the Company completed the sale of two of these suburban office properties, totaling 497,000 square feet, for net sales proceeds of $ 52.2 million. As of December 31, 2019, the Company identified as held for sale the remaining 35 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling 6.1 million square feet. See Note 7: Discontinued Operations. Additionally, the Company also identified a retail pad leased to others and several developable land parcels as held for sale as of December 31, 2019. The properties are located in Fort Lee, Parsippany, Madison, Short Hills, Edison, Red Bank and Florham Park. The Company determined that the carrying value of 21 of the properties (comprised of six disposal groups) and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the year ended December 31, 2019, recognized an unrealized loss allowance of $ 174.1 million ($ 137.9 million of which are from discontinued operations, for the properties and land and other impairments of $ 32.4 million. The following table summarizes the real estate held for sale, net, and other assets and liabilities (dollars in thousands) : Suburban Other Office Assets Portfolio (a) Held for Sale Total Land $ 147,590 $ 87,663 $ 235,253 Building & Other 1,263,738 54,392 1,318,130 Less: Accumulated depreciation ( 401,212 ) ( 11,573 ) ( 412,785 ) Less: Cumulative unrealized losses on property held for sale ( 137,876 ) ( 36,225 ) ( 174,101 ) Real estate held for sale, net $ 872,240 $ 94,257 $ 966,497 Suburban Other Office Assets Other assets and liabilities Portfolio (a) Held for Sale Total Unbilled rents receivable, net (b) $ 30,188 $ 1,956 $ 32,144 Deferred charges, net (b) 32,900 1,432 34,332 Total intangibles, net (b) 33,095 - 33,095 Total deferred charges & other assets, net 68,684 1,730 70,414 Mortgages & loans payable, net (b) 123,650 - 123,650 Total below market liability (b) 8,833 - 8,833 Accounts payable, accrued exp & other liability 21,025 1,792 22,817 Unearned rents/deferred rental income (b) 2,952 - 2,952 (a) Classified as discontinued operations at December 31, 2019 for all periods presented. See Note 7: Discontinued Operations. (b) Expected to be removed with the completion of the sales. The Company disposed of the following rental properties during the year ended December 31, 2019 (dollars in thousands): Discontinued Operations: Realized Realized Gains Gains Rentable Net Net (losses)/ (losses)/ Disposition # of Square Property Sales Carrying Unrealized Unrealized Date Property/Address Location Bldgs. Feet/Units Type Proceeds Value Losses, net Losses, net 01/11/19 721 Route 202-206 South (a) Bridgewater, New Jersey 1 192,741 Office $ 5,651 $ 5,410 $ 241 $ - 01/16/19 Park Square Apartments (b) Rahway, New Jersey 1 159 units Multi-family 34,045 34,032 13 - 01/22/19 2115 Linwood Avenue Fort Lee, New Jersey 1 68,000 Office 15,197 7,433 7,764 - 02/27/19 201 Littleton Road (c) Morris Plains, New Jersey 1 88,369 Office 4,842 4,937 ( 95 ) - 03/13/19 320 & 321 University Avenue Newark, New Jersey 2 147,406 Office 25,552 18,456 7,096 - 03/29/19 Flex portfolio (d) New York and Connecticut 56 3,148,512 Office/Flex 470,348 214,758 255,590 - 06/18/19 650 From Road (e) Paramus, New Jersey 1 348,510 Office 37,801 40,046 ( 2,245 ) - 10/18/19 3600 Route 66 (h) Neptune, New Jersey 1 180,000 Office 25,237 17,246 - 7,991 10/23/19 Chase & Alterra Portfolio (f) Revere and Malden, Massachusetts 3 1,386 units Multi-family 406,817 293,030 113,787 - 12/06/19 5 Wood Hollow Road (g) (h) Parsippany, New Jersey 1 317,040 Office 26,937 33,226 - ( 6,289 ) (i) Sub-total 68 4,490,578 1,052,427 668,574 382,151 1,702 Unrealized losses on real estate held for sale ( 39,049 ) ( 135,052 ) (i) Totals 68 4,490,578 $ 1,052,427 $ 668,574 $ 343,102 $ ( 133,350 ) (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) As part of the consideration from the buyer, who is a noncontrolling interest unitholder of the Operating Partnership, 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. (f) Proceeds from the sale, which were net of $ 235.8 million of in-place mortgages assumed by the buyer, were used primarily 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. The assumed mortgages were a non-cash portion of this sales transaction. (g) The net sale proceeds were held by a qualified intermediary, which is noncash and recorded in deferred charges, goodwill and other assets as of December 31, 2019. See Note 5: Deferred Charges, Goodwill and Other Assets, Net – to the Financial Statements. The Company recorded an impairment charge of $ 5.8 million at June 30, 2019 before the property was identified as held for sale on September 30, 2019. (h) These pertain to properties classified as discontinued operations. (See Note 7: Discontinued Operations – to the Financial Statements) (i) These include impairments recorded on three properties before they were classified as discontinued operations. The Company disposed of the following developable land holdings during the year ended December 31, 2019 (dollars in thousands): Realized Gains Net Net (losses)/ Disposition Sales Carrying Unrealized Date Property Address Location Proceeds Value Losses, net 04/30/19 Overlook Ridge Revere, Massachusetts $ 685 $ 415 $ 270 09/20/19 Overlook Ridge Revere, Massachusetts 1,135 839 296 11/08/19 150 Monument Street Bala Cynwd, Pennsylvania (a) 8,374 7,874 500 12/19/19 51 Washington Street Conshohocken, Pennsylvania (b) 8,189 8,732 $ ( 543 ) Totals $ 18,383 $ 17,860 $ 523 (a) The Company recorded a land impairment charge of $ 10.9 million on this land parcel during the year ended December 31, 2018. (b) The Company recorded a land impairment charge of $ 13.6 million on this land parcel during the year ended December 31, 2018. The Company recorded additional land impairment charges of $ 2.7 million on this land parcel during the year ended December 31, 2019 prior to its disposition. Impairments on Properties Held and Used 2020 The Company determined that, due to the shortening of its expected period of ownership and a s a result of the adverse effect the COVID-19 pandemic has had, and continues to have, on its hotel operations, the Company evaluated the recoverability of the carrying values of its two adjacent hotel properties and determined that it was necessary to reduce the carrying values of its two hotel assets located in Weehawken, New Jersey to their estimated fair values. One of these hotels has closed its rooms since March 2020. Accordingly, the Company recorded an impairment charge of $ 36.6 million on these hotels at September 30, 2020, which is included in property impairments on the consolidated statement of operations for the year ended December 31, 2020 . The Company also evaluated the recoverability of the carrying values of its land parcels and determined that it was necessary to reduce the carrying values of three held-and-used land parcels to their estimated fair values and recorded land and other impairment charges of $ 7.3 million for the year ended December 31, 2020. Unconsolidated Joint Venture Activity 2020 On December 31, 2020, the Crystal House Apartment Investors LLC, an unconsolidated joint venture property located in Arlington, Virginia sold its sole apartment property for an aggregate sales price of $ 376.6 million. The Company received $ 62.7 million for its share of net sale proceeds from the joint venture and realized its share of the gain on the property sale from the unconsolidated joint venture of $ 35.1 million. On December 17, 2020, the Company sold its interest in the Hillsborough 206 Holdings joint venture which owns developable land located in Hillsborough, New Jersey for a sale price of $ 2.1 million, and realized a gain on sale from unconsolidated joint ventures of $ 0.1 million. 2019 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 sale from unconsolidated joint ventures of $ 0.9 million. Rockpoint Transaction 2019 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 the Company 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 15: Redeemable Noncontrolling Interests for additional information about the Add On Investment Agreement and the related transactions with Rockpoint. RRLP has been identified as a variable interest entity in which the Company is deemed to be the primary beneficiary. As of December 31, 2020 and December 31, 2019, the Company’s consolidated RRLP entity had total real estate assets of $ 3.0 billion and $ 2.8 billion, respectively, total other assets of $ 221.1 million and $ 273.3 million, respectively, total mortgages and loan payable of $ 1.7 billion and $ 1.4 billion, respectively, and other liabilities of $ 90.4 million and $ 115.2 million, respectively. |