Quarterly report pursuant to Section 13 or 15(d)

Disclosure Of Fair Value Of Assets And Liabilities

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Disclosure Of Fair Value Of Assets And Liabilities
9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Line Items]  
Disclosure Of Fair Value Of Assets And Liabilities 12.    DISCLOSURE OF FAIR VALUE OF ASSETS AND LIABILITIES

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities at September 30, 2021 and December 31, 2020. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash equivalents, receivables, notes receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of September 30, 2021 and December 31, 2020.

The fair value of the Company’s long-term debt, consisting of senior unsecured notes, revolving credit facility, term loan and mortgages, loans payable and other obligations aggregated approximately $2,399,631,000 and $2,879,002,000 as compared to the book value of approximately $2,374,947,000 and $2,801,797,000 as of September 30, 2021 and December 31, 2020, respectively. The fair value of the Company’s long-term debt was categorized as a level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures). The fair value was estimated using a discounted cash flow analysis valuation based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

The notes receivable by the Company are presented at the lower of cost basis or net amount expected to be collected in accordance with ASC 326. For its seller-financing note receivable provided to the buyers of the Metropark portfolio, the Company calculated the net present value of estimated cash flows available from one of the properties of the Metropark portfolio. The Company accordingly recorded a loan loss allowance charge of $5.2 million at September 30, 2021, which is deducted from the amortized cost basis of the note receivable. Such charge was recorded in Interest and other investment income (loss) for the three and nine months ended September 30, 2021. See Note 5: Deferred charges, goodwill and other assets, net.

The fair value measurements used in the evaluation of the Company’s rental properties for impairment analysis are considered to be

Level 3 valuations within the fair value hierarchy, as there are significant unobservable assumptions. Assumptions that were utilized in the fair value calculations include, but are not limited to discount rates, market capitalization rates, expected lease rental rates, room rental and food and beverage revenue rates, third party broker information and information from potential buyers, as applicable.

Valuations of real estate identified as held for sale are based on estimated sale prices, net of estimated selling costs, of such property. In the absence of an executed sales agreement with a set sales price, management’s estimate of the net sales price may be based on a number of unobservable assumptions, including, but not limited to, the Company’s estimates of future cash flows, market capitalization rates and discount rates, if applicable. For developable land, an estimated per-unit market value assumption is also considered based on development rights for the land.

As of September 30, 2021, assumptions that were utilized in the fair value calculation included:

Primary Valuation

Unobservable

Location

Range of

Description

Techniques

Assumptions

Type

Rates

Office properties held for sale and held and used on which the Company recognized impairment losses or unrealized allowance reversals

Sale prices per purchase and sale agreements, discounted cash flows and direct capitalization

Discount rates

Suburban

10%

Waterfront

8%

Capitalization rates

Suburban

8.5% - 9.25%

Waterfront

4.8% - 5.75%

Market rental rates per square foot

Suburban

$34.50

Waterfront

$48.00 - $51.00

Land holdings held for sale and held and used on which the Company recognized impairment losses

Developable area and units and market rate per square foot or sale prices per purchase and sale agreements

Market rates per square foot

Suburban

$12.00

Market rate per residential unit

Waterfront

$60,000 - $85,000

Suburban

$43,000 - $54,000

The Company identified three office properties (comprised of three disposal groups), a small retail pad leased to others and several developable land parcels as held for sale as of September 30, 2021 with an aggregate carrying value of $497.8 million. As a result of recent sales contracts in place 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 two of the remaining held for sale properties and a land parcel held for sale (totaling $193.8 million) was not expected to be recovered from estimated net sales proceeds and accordingly recognized an unrealized held for sale loss allowance of $3.0 million and $3.5 million for the properties and recorded land and other impairments of $0.3 million and $0.7 million, during the three and nine months ended September 30, 2021respectively. As a result of a recent sales contract in place for a land parcel held for sale, the Company recognized an unrealized gain of $3.7 million during both the three and nine months ended September 30, 2021 (reversing cumulative held for sale loss allowances recognized), resulting in a carrying value of $24.6 million.

The Company determined that, due to the shortening of its expected period of ownership which occurred during the second quarter 2021, the Company evaluated the recoverability of the carrying value of its office property in Hoboken, New Jersey, and determined that it was necessary to reduce the carrying value of the property to its estimated fair value. Accordingly, the Company recorded an impairment charge of $6.0 million on the office property at June 30, 2021, which is included in property impairments on the consolidated statement of operations. Also, as a result of the Company’s shortening of its expected holding period beginning in the second quarter 2021, the Company evaluated the recoverability of the carrying values of its land parcels and determined that it was necessary to reduce the carrying value of a held-and-used land parcel to its estimated fair value of $60.0 million at September 30, 2021 and recorded land and other impairment charges of $6.8 million and $14.3 million, respectively, for the three and nine months ended September 30, 2021.

Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of September 30, 2021 and December 31, 2020. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2021 and current estimates of fair value may differ significantly from the amounts presented herein.

The ongoing impact of COVID-19 worldwide has slowed global economic activity and caused significant volatility in financial markets.  As such, there is currently significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy.  The current economic environment can and will be significantly adversely affected by many factors beyond the Company’s control. The extent to which COVID-19 impacts the Company’s fair value estimates in the future will depend on developments going forward, many of which are highly uncertain and cannot be predicted.   In consideration of the magnitude of such uncertainties under the current climate, management has considered all available information at its properties and in the marketplace to provide its estimates as of September 30, 2021. 

 
Mack-Cali Realty LP [Member]  
Fair Value Disclosures [Line Items]  
Disclosure Of Fair Value Of Assets And Liabilities 12.    DISCLOSURE OF FAIR VALUE OF ASSETS AND LIABILITIES

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the assets and liabilities at September 30, 2021 and December 31, 2020. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash equivalents, receivables, notes receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of September 30, 2021 and December 31, 2020.

The fair value of the Company’s long-term debt, consisting of senior unsecured notes, revolving credit facility, term loan and mortgages, loans payable and other obligations aggregated approximately $2,399,631,000 and $2,879,002,000 as compared to the book value of approximately $2,374,947,000 and $2,801,797,000 as of September 30, 2021 and December 31, 2020, respectively. The fair value of the Company’s long-term debt was categorized as a level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures). The fair value was estimated using a discounted cash flow analysis valuation based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

The notes receivable by the Company are presented at the lower of cost basis or net amount expected to be collected in accordance with ASC 326. For its seller-financing note receivable provided to the buyers of the Metropark portfolio, the Company calculated the net present value of estimated cash flows available from one of the properties of the Metropark portfolio. The Company accordingly recorded a loan loss allowance charge of $5.2 million at September 30, 2021, which is deducted from the amortized cost basis of the note receivable. Such charge was recorded in Interest and other investment income (loss) for the three and nine months ended September 30, 2021. See Note 5: Deferred charges, goodwill and other assets, net.

The fair value measurements used in the evaluation of the Company’s rental properties for impairment analysis are considered to be

Level 3 valuations within the fair value hierarchy, as there are significant unobservable assumptions. Assumptions that were utilized in the fair value calculations include, but are not limited to discount rates, market capitalization rates, expected lease rental rates, room rental and food and beverage revenue rates, third party broker information and information from potential buyers, as applicable.

Valuations of real estate identified as held for sale are based on estimated sale prices, net of estimated selling costs, of such property. In the absence of an executed sales agreement with a set sales price, management’s estimate of the net sales price may be based on a number of unobservable assumptions, including, but not limited to, the Company’s estimates of future cash flows, market capitalization rates and discount rates, if applicable. For developable land, an estimated per-unit market value assumption is also considered based on development rights for the land.

As of September 30, 2021, assumptions that were utilized in the fair value calculation included:

Primary Valuation

Unobservable

Location

Range of

Description

Techniques

Assumptions

Type

Rates

Office properties held for sale and held and used on which the Company recognized impairment losses or unrealized allowance reversals

Sale prices per purchase and sale agreements, discounted cash flows and direct capitalization

Discount rates

Suburban

10%

Waterfront

8%

Capitalization rates

Suburban

8.5% - 9.25%

Waterfront

4.8% - 5.75%

Market rental rates per square foot

Suburban

$34.50

Waterfront

$48.00 - $51.00

Land holdings held for sale and held and used on which the Company recognized impairment losses

Developable area and units and market rate per square foot or sale prices per purchase and sale agreements

Market rates per square foot

Suburban

$12.00

Market rate per residential unit

Waterfront

$60,000 - $85,000

Suburban

$43,000 - $54,000

The Company identified three office properties (comprised of three disposal groups), a small retail pad leased to others and several developable land parcels as held for sale as of September 30, 2021 with an aggregate carrying value of $497.8 million. As a result of recent sales contracts in place 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 two of the remaining held for sale properties and a land parcel held for sale (totaling $193.8 million) was not expected to be recovered from estimated net sales proceeds and accordingly recognized an unrealized held for sale loss allowance of $3.0 million and $3.5 million for the properties and recorded land and other impairments of $0.3 million and $0.7 million, during the three and nine months ended September 30, 2021respectively. As a result of a recent sales contract in place for a land parcel held for sale, the Company recognized an unrealized gain of $3.7 million during both the three and nine months ended September 30, 2021 (reversing cumulative held for sale loss allowances recognized), resulting in a carrying value of $24.6 million.

The Company determined that, due to the shortening of its expected period of ownership which occurred during the second quarter 2021, the Company evaluated the recoverability of the carrying value of its office property in Hoboken, New Jersey, and determined that it was necessary to reduce the carrying value of the property to its estimated fair value. Accordingly, the Company recorded an impairment charge of $6.0 million on the office property at June 30, 2021, which is included in property impairments on the consolidated statement of operations. Also, as a result of the Company’s shortening of its expected holding period beginning in the second quarter 2021, the Company evaluated the recoverability of the carrying values of its land parcels and determined that it was necessary to reduce the carrying value of a held-and-used land parcel to its estimated fair value of $60.0 million at September 30, 2021 and recorded land and other impairment charges of $6.8 million and $14.3 million, respectively, for the three and nine months ended September 30, 2021.

Disclosure about fair value of assets and liabilities is based on pertinent information available to management as of September 30, 2021 and December 31, 2020. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2021 and current estimates of fair value may differ significantly from the amounts presented herein.

The ongoing impact of COVID-19 worldwide has slowed global economic activity and caused significant volatility in financial markets.  As such, there is currently significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy.  The current economic environment can and will be significantly adversely affected by many factors beyond the Company’s control. The extent to which COVID-19 impacts the Company’s fair value estimates in the future will depend on developments going forward, many of which are highly uncertain and cannot be predicted.   In consideration of the magnitude of such uncertainties under the current climate, management has considered all available information at its properties and in the marketplace to provide its estimates as of September 30, 2021.