Quarterly report pursuant to Section 13 or 15(d)

Recent Transactions

v3.20.1
Recent Transactions
3 Months Ended
Mar. 31, 2020
Recent Transactions [Line Items]  
Recent Transactions 3.    RECENT TRANSACTIONS

Properties Commencing Initial Operations

The following property commenced initial operations during the three months ended March 31, 2020 (dollars in thousands):

Total

In Service

Property

# of

Development

Date

Property

Location

Type

Apartment Units

Costs Incurred

03/01/20

Emery at Overlook Ridge (a)

Malden, MA

Multi-Family

101

$

29,755 

Totals

101

$

29,755 

(a)The Emery at Overlook Ridge property consists of a total of 326 multi-family units. The remaining 225 multi-family units are currently in construction and are expected to be placed in service in mid- 2020.

Consolidation

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 MC Roseland North Retail L.L.C. 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, 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.

Real Estate Held for Sale/Discontinued Operations/Dispositions

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 (collectively, 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.

 

In late 2019 through March 31, 2020, the Company completed the sale of three of these suburban office properties, totaling 697,000 square feet, for net sales proceeds of $87.2 million.  As of March 31, 2020, the Company has identified as held for sale the remaining 34 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling 5.9 million square feet (of which the Company currently has 17 properties totaling 2.5 million square feet under contract for sale for aggregate gross proceeds of $335.5 million). See Note 7: Discontinued Operations.  

The Company plans to complete the sale of its remaining Suburban Office Portfolio properties in 2020 and early 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 and use of proceeds may be impacted by the ongoing coronavirus (“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 March 31, 2020. The properties are located in Parsippany, Madison, Short Hills, Edison, Red Bank and Florham Park.  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 20 of the properties (comprised of four disposal groups) and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the three months ended March 31, 2020, recognized an unrealized loss allowance of $53.0 million ($45.1 million of which are from discontinued operations), for the properties and land impairments of $5.3 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

$

145,151

$

85,472

$

230,623

Building & Other

1,217,867

47,571

1,265,438

Less: Accumulated depreciation

(375,769)

(7,991)

(383,760)

Less: Cumulative unrealized losses on property held for sale

(169,992)

(44,140)

(214,132)

Real estate held for sale, net

$

817,257

$

80,912

$

898,169

Suburban

Other

Office

Assets

Other assets and liabilities

Portfolio (a)

Held for Sale

Total

Unbilled rents receivable, net (b)

$

29,402

$

2,043

$

31,445

Deferred charges, net (b)

33,176

1,316

34,492

Total intangibles, net (b)

32,724

-

32,724

Total deferred charges & other assets, net

68,691

1,326

70,017

Mortgages & loans payable, net (b)

123,679

-

123,679

Total below market liability (b)

8,235

-

8,235

Accounts payable, accrued exp & other liability

22,200

174

22,374

Unearned rents/deferred rental income (b)

4,849

203

5,052

(a) Classified as discontinued operations at March 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 office property during the three months ended March 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

Sub-total

1

200,000

35,065

17,743

-

17,322

Unrealized losses on real estate held for sale

(7,915)

(45,068)

Totals

1

200,000

$

35,065

$

17,743

$

(7,915)

$

(27,746)

The Company disposed of the following developable land holdings during the three months ended March 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 

Totals

$

15,992

$

11,179

$

4,813

Rockpoint Transaction

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.

 
Mack-Cali Realty LP [Member]  
Recent Transactions [Line Items]  
Recent Transactions 3.    RECENT TRANSACTIONS

Properties Commencing Initial Operations

The following property commenced initial operations during the three months ended March 31, 2020 (dollars in thousands):

Total

In Service

Property

# of

Development

Date

Property

Location

Type

Apartment Units

Costs Incurred

03/01/20

Emery at Overlook Ridge (a)

Malden, MA

Multi-Family

101

$

29,755 

Totals

101

$

29,755 

(a)The Emery at Overlook Ridge property consists of a total of 326 multi-family units. The remaining 225 multi-family units are currently in construction and are expected to be placed in service in mid- 2020.

Consolidation

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 MC Roseland North Retail L.L.C. 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, 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.

Real Estate Held for Sale/Discontinued Operations/Dispositions

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 (collectively, 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.

 

In late 2019 through March 31, 2020, the Company completed the sale of three of these suburban office properties, totaling 697,000 square feet, for net sales proceeds of $87.2 million.  As of March 31, 2020, the Company has identified as held for sale the remaining 34 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling 5.9 million square feet (of which the Company currently has 17 properties totaling 2.5 million square feet under contract for sale for aggregate gross proceeds of $335.5 million). See Note 7: Discontinued Operations.  

The Company plans to complete the sale of its remaining Suburban Office Portfolio properties in 2020 and early 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 and use of proceeds may be impacted by the ongoing coronavirus (“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 March 31, 2020. The properties are located in Parsippany, Madison, Short Hills, Edison, Red Bank and Florham Park.  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 20 of the properties (comprised of four disposal groups) and several land parcels held for sale was not expected to be recovered from estimated net sales proceeds, and accordingly, during the three months ended March 31, 2020, recognized an unrealized loss allowance of $53.0 million ($45.1 million of which are from discontinued operations), for the properties and land impairments of $5.3 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

$

145,151

$

85,472

$

230,623

Building & Other

1,217,867

47,571

1,265,438

Less: Accumulated depreciation

(375,769)

(7,991)

(383,760)

Less: Cumulative unrealized losses on property held for sale

(169,992)

(44,140)

(214,132)

Real estate held for sale, net

$

817,257

$

80,912

$

898,169

Suburban

Other

Office

Assets

Other assets and liabilities

Portfolio (a)

Held for Sale

Total

Unbilled rents receivable, net (b)

$

29,402

$

2,043

$

31,445

Deferred charges, net (b)

33,176

1,316

34,492

Total intangibles, net (b)

32,724

-

32,724

Total deferred charges & other assets, net

68,691

1,326

70,017

Mortgages & loans payable, net (b)

123,679

-

123,679

Total below market liability (b)

8,235

-

8,235

Accounts payable, accrued exp & other liability

22,200

174

22,374

Unearned rents/deferred rental income (b)

4,849

203

5,052

(a) Classified as discontinued operations at March 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 office property during the three months ended March 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

Sub-total

1

200,000

35,065

17,743

-

17,322

Unrealized losses on real estate held for sale

(7,915)

(45,068)

Totals

1

200,000

$

35,065

$

17,743

$

(7,915)

$

(27,746)

The Company disposed of the following developable land holdings during the three months ended March 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 

Totals

$

15,992

$

11,179

$

4,813

Rockpoint Transaction

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.