Quarterly report pursuant to Section 13 or 15(d)

Deferred Charges, Goodwill And Other Assets, Net

v3.19.2
Deferred Charges, Goodwill And Other Assets, Net
6 Months Ended
Jun. 30, 2019
Deferred Charges, Goodwill And Other Assets [Line Items]  
Deferred Charges, Goodwill And Other Assets, Net 5.    DEFERRED CHARGES, GOODWILL AND OTHER ASSETS, NET

June 30,

December 31,

(dollars in thousands)

2019

2018

Deferred leasing costs

$

146,066

$

173,822

Deferred financing costs - unsecured revolving credit facility (a)

5,328

5,356

151,394

179,178

Accumulated amortization

(55,803)

(71,326)

Deferred charges, net

95,591

107,852

Notes receivable (b)

1,917

47,409

In-place lease values, related intangibles and other assets, net

91,653

89,860

Goodwill (c)

2,945

2,945

Right of use assets (d)

22,452

-

Prepaid expenses and other assets, net (e)

44,105

107,168

Total deferred charges, goodwill and other assets, net

$

258,663

$

355,234

(a)Deferred financing costs related to all other debt liabilities (other than for the unsecured revolving credit facility) are netted against those debt liabilities for all periods presented. See Note 2: Significant Accounting Policies – Deferred Financing Costs.

(b)Includes as of June 30, 2019 and December 31, 2018, respectively: a mortgage receivable with a balance of zero and $45.2 million (acquired in August 2017) which bore interest at 5.85 percent and was repaid in May 2019 in connection with the acquisition of 107 Morgan; and an interest-free note receivable with a net present value of $2.0 million and $2.2 million which matures in April 2023. The Company believes this balance is fully collectible.

(c)All goodwill is attributable to the Company’s Multi-family Real Estate and Services segment.

(d)Balance recorded starting in 2019, pursuant to the Company’s adoption of ASU 2016-02 (Topic 842). This amount has a corresponding liability of $23.7 million, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Ground Lease agreements for further details.

(e)Includes as of June 30, 2019 and December 31, 2018, $0.7 million and $49.2 million, respectively, of proceeds from property sales held by a qualified intermediary. The Company utilized the proceeds as of December 31, 2018 on acquisitions completed during the six months ended June 30, 2019.

DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. As of June 30, 2019, the Company had outstanding interest rate swaps with a combined notional value of $425 million that were designated as cash flow hedges of interest rate risk. During the six months ending June 30, 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. During March 2019, in connection with a partial paydown of the Company’s outstanding term loan, the Company terminated interest rate swaps with an aggregate notional amount of $90 million.  During June 2019, in connection with a partial paydown of the Company’s outstanding term loan, the Company terminated interest rate swaps with an aggregate notional amount of $160 million. This resulted in the Company accelerating the reclassification of gains from other comprehensive income to earnings as a result of the hedged forecasted transactions no longer being probable to occur, amounting to $0.5 million and $1.8 million for the three and six months ended June 30, 2019, respectively.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company recorded no ineffectiveness gain or loss during the three and six months ended June 30, 2019 and recorded ineffectiveness loss of $100,000 and $174,000 during the three and six months ended June 30, 2018, respectively, which is included in interest and other investment income (loss) in the consolidated statements of operations, attributable to a floor mismatch in the underlying indices of the derivatives and the hedged interest payments made on its variable-rate debt. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $1.1 million will be reclassified as a decrease to interest expense.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of June 30, 2019 and December 31, 2018 (dollars in thousands):

Fair Value

Asset Derivatives designated

June 30,

December 31,

as hedging instruments

2019

2018

Balance sheet location

Interest rate swaps

$

1,099 

$

10,175 

Deferred charges, goodwill and other assets

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statement of Operations for the six months ending June 30, 2019 and 2018 (dollars in thousands):

Derivatives in Cash Flow Hedging Relationships

Amount of Gain or (Loss) Recognized in OCI on Derivative

Location of Gain or (Loss) Reclassified from Accumulated OCI into Income

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

Location of Gain or (Loss) Recognized in Income on Derivative

Amount of Gain or (Loss) Recognized in Income on Derivative (Reclassification for Forecasted Transactions No Longer Probable of Occurring)

Total Amount of Interest Expense presented in the consolidated statements

Three months ended June 30,

2019

2018

2019

2018

2019

2018

2019

2018

Interest rate swaps

$

(2,812)

$

2,428

Interest expense

$

1,297

$

640

Interest and other

$

515

$

(100)

$

(23,515)

$

(18,999)

investment income (loss)

Six months ended June 30,

Interest rate swaps

$

(4,413)

$

7,654

Interest expense

$

2,868

$

720

Interest and other

$

1,794

$

(174)

$

(48,289)

$

(39,074)

investment income (loss)

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of June 30, 2019, the Company did not have derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements. As of June 30, 2019, the Company has not posted any collateral related to these agreements.

 
Mack-Cali Realty LP [Member]  
Deferred Charges, Goodwill And Other Assets [Line Items]  
Deferred Charges, Goodwill And Other Assets, Net 5.    DEFERRED CHARGES, GOODWILL AND OTHER ASSETS, NET

June 30,

December 31,

(dollars in thousands)

2019

2018

Deferred leasing costs

$

146,066

$

173,822

Deferred financing costs - unsecured revolving credit facility (a)

5,328

5,356

151,394

179,178

Accumulated amortization

(55,803)

(71,326)

Deferred charges, net

95,591

107,852

Notes receivable (b)

1,917

47,409

In-place lease values, related intangibles and other assets, net

91,653

89,860

Goodwill (c)

2,945

2,945

Right of use assets (d)

22,452

-

Prepaid expenses and other assets, net (e)

44,105

107,168

Total deferred charges, goodwill and other assets, net

$

258,663

$

355,234

(a)Deferred financing costs related to all other debt liabilities (other than for the unsecured revolving credit facility) are netted against those debt liabilities for all periods presented. See Note 2: Significant Accounting Policies – Deferred Financing Costs.

(b)Includes as of June 30, 2019 and December 31, 2018, respectively: a mortgage receivable with a balance of zero and $45.2 million (acquired in August 2017) which bore interest at 5.85 percent and was repaid in May 2019 in connection with the acquisition of 107 Morgan; and an interest-free note receivable with a net present value of $2.0 million and $2.2 million which matures in April 2023. The Company believes this balance is fully collectible.

(c)All goodwill is attributable to the Company’s Multi-family Real Estate and Services segment.

(d)Balance recorded starting in 2019, pursuant to the Company’s adoption of ASU 2016-02 (Topic 842). This amount has a corresponding liability of $23.7 million, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Ground Lease agreements for further details.

(e)Includes as of June 30, 2019 and December 31, 2018, $0.7 million and $49.2 million, respectively, of proceeds from property sales held by a qualified intermediary. The Company utilized the proceeds as of December 31, 2018 on acquisitions completed during the six months ended June 30, 2019.

DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. As of June 30, 2019, the Company had outstanding interest rate swaps with a combined notional value of $425 million that were designated as cash flow hedges of interest rate risk. During the six months ending June 30, 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. During March 2019, in connection with a partial paydown of the Company’s outstanding term loan, the Company terminated interest rate swaps with an aggregate notional amount of $90 million.  During June 2019, in connection with a partial paydown of the Company’s outstanding term loan, the Company terminated interest rate swaps with an aggregate notional amount of $160 million. This resulted in the Company accelerating the reclassification of gains from other comprehensive income to earnings as a result of the hedged forecasted transactions no longer being probable to occur, amounting to $0.5 million and $1.8 million for the three and six months ended June 30, 2019, respectively.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company recorded no ineffectiveness gain or loss during the three and six months ended June 30, 2019 and recorded ineffectiveness loss of $100,000 and $174,000 during the three and six months ended June 30, 2018, respectively, which is included in interest and other investment income (loss) in the consolidated statements of operations, attributable to a floor mismatch in the underlying indices of the derivatives and the hedged interest payments made on its variable-rate debt. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $1.1 million will be reclassified as a decrease to interest expense.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of June 30, 2019 and December 31, 2018 (dollars in thousands):

Fair Value

Asset Derivatives designated

June 30,

December 31,

as hedging instruments

2019

2018

Balance sheet location

Interest rate swaps

$

1,099 

$

10,175 

Deferred charges, goodwill and other assets

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statement of Operations for the six months ending June 30, 2019 and 2018 (dollars in thousands):

Derivatives in Cash Flow Hedging Relationships

Amount of Gain or (Loss) Recognized in OCI on Derivative

Location of Gain or (Loss) Reclassified from Accumulated OCI into Income

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income

Location of Gain or (Loss) Recognized in Income on Derivative

Amount of Gain or (Loss) Recognized in Income on Derivative (Reclassification for Forecasted Transactions No Longer Probable of Occurring)

Total Amount of Interest Expense presented in the consolidated statements

Three months ended June 30,

2019

2018

2019

2018

2019

2018

2019

2018

Interest rate swaps

$

(2,812)

$

2,428

Interest expense

$

1,297

$

640

Interest and other

$

515

$

(100)

$

(23,515)

$

(18,999)

investment income (loss)

Six months ended June 30,

Interest rate swaps

$

(4,413)

$

7,654

Interest expense

$

2,868

$

720

Interest and other

$

1,794

$

(174)

$

(48,289)

$

(39,074)

investment income (loss)

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of June 30, 2019, the Company did not have derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements. As of June 30, 2019, the Company has not posted any collateral related to these agreements.