Quarterly report pursuant to Section 13 or 15(d)

Recent Transactions

v3.20.2
Recent Transactions
9 Months Ended
Sep. 30, 2020
Recent Transactions [Line Items]  
Recent Transactions 3.    RECENT TRANSACTIONS

Properties Commencing Initial Operations

The following property commenced initial operations during the nine months ended September 30, 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

271

$

78,539

Totals

271

$

78,539

(a)The Emery at Overlook Ridge property consists of a total of 326 multi-family units. Of this amount, the remaining 55 multi-family units were placed in service in October 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, which excludes the Company’s office portfolio 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, the portfolio’s results are being classified as discontinued operations for all periods presented herein. See Note 7: Discontinued Operations.

 

In late 2019 through September 30, 2020, the Company completed the sale of 16 of these suburban office properties, totaling 2.6 million square feet, for net sales proceeds of $294.8 million.  As of September 30, 2020, the Company has identified as held for sale the remaining 21 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling four million square feet (of which the Company currently has 10 properties totaling 1.9 million square feet under contract for sale for aggregate gross

proceeds of $407.5 million). In October 2020, the Company completed the sale of one of the properties held for sale, which was a 98,500 square foot office property, for gross proceeds of $7.5 million. See Note 7: Discontinued Operations.  

The Company plans to complete the sale of its remaining Suburban Office Portfolio properties in late 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 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 September 30, 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 10 of the remaining held for sale properties (comprised of five disposal groups), several land parcels held for sale and two developable land parcels classified as held and used was not expected to be recovered from estimated net sales proceeds, and accordingly, during the three and nine months ended September 30, 2020, recognized an unrealized loss allowance of zero and $41.2 million (zero and $33.3 million of which are from discontinued operations), respectively, for the properties and land impairments of $1.3 million and $23.4 million, respectively.

As of September 30, 2020, the Company determined that a 566,215 square foot office property located in Hoboken, New Jersey was no longer being held for sale and that it would continue to own and operate this property. The property had originally been classified as held for sale as of June 30, 2020. The reclassified property had an aggregate book value of $194.4 million, net of accumulated depreciation of $25.4 million (and catch-up depreciation and amortization expense of $3.8  million reflecting expense for the period from the date the property was originally held for sale through the date it was no longer held for sale, which was recorded at that date).

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

$

104,884

$

84,180

$

189,064

Building & Other

862,486

40,290

902,776

Less: Accumulated depreciation

(219,857)

(7,991)

(227,848)

Less: Cumulative unrealized losses on property held for sale

(105,448)

(44,140)

(149,588)

Real estate held for sale, net

$

642,065

$

72,339

$

714,404

Suburban

Other

Office

Assets

Other assets and liabilities

Portfolio (a)

Held for Sale

Total

Unbilled rents receivable, net (b)

$

22,207

$

2,048

$

24,255

Deferred charges, net (b)

21,536

773

22,309

Total intangibles, net (b)

26,208

-

26,208

Total deferred charges & other assets, net

50,413

789

51,202

Mortgages & loans payable, net (b)

123,738

-

123,738

Total below market liability (b)

7,092

-

7,092

Accounts payable, accrued exp & other liability

20,564

255

20,819

Unearned rents/deferred rental income (b)

4,565

203

4,768

(a) Classified as discontinued operations at September 30, 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 properties during the nine months ended September 30, 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)

Sub-total

14

2,114,509

242,645

233,231

-

9,414

Unrealized losses on real estate held for sale

(7,915)

(33,314)

Totals

14

2,114,509

$

242,645

$

233,231

$

(7,915)

$

(23,900)

(a)

The Company recorded valuation allowances of $2.0 million on the property while it was held for sale during the nine months ended September 30, 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 properties while they were held for sale during the nine months ended September 30, 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.

The Company disposed of the following developable land holdings during the nine months ended September 30, 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

Impairments on Properties Held and Used

The Company determined that, due to the shortening of its expected period of ownership and as 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 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.  Accordingly, the Company recorded an impairment charge of $36.6 million at September 30, 2020, which is included in property impairments on the consolidated statement of operations for the three and nine months ended September 30, 2020.

 
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 nine months ended September 30, 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

271

$

78,539

Totals

271

$

78,539

(a)The Emery at Overlook Ridge property consists of a total of 326 multi-family units. Of this amount, the remaining 55 multi-family units were placed in service in October 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, which excludes the Company’s office portfolio 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, the portfolio’s results are being classified as discontinued operations for all periods presented herein. See Note 7: Discontinued Operations.

 

In late 2019 through September 30, 2020, the Company completed the sale of 16 of these suburban office properties, totaling 2.6 million square feet, for net sales proceeds of $294.8 million.  As of September 30, 2020, the Company has identified as held for sale the remaining 21 office properties (comprised of 12 identified disposal groups) in the Suburban Office Portfolio, totaling four million square feet (of which the Company currently has 10 properties totaling 1.9 million square feet under contract for sale for aggregate gross

proceeds of $407.5 million). In October 2020, the Company completed the sale of one of the properties held for sale, which was a 98,500 square foot office property, for gross proceeds of $7.5 million. See Note 7: Discontinued Operations.  

The Company plans to complete the sale of its remaining Suburban Office Portfolio properties in late 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 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 September 30, 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 10 of the remaining held for sale properties (comprised of five disposal groups), several land parcels held for sale and two developable land parcels classified as held and used was not expected to be recovered from estimated net sales proceeds, and accordingly, during the three and nine months ended September 30, 2020, recognized an unrealized loss allowance of zero and $41.2 million (zero and $33.3 million of which are from discontinued operations), respectively, for the properties and land impairments of $1.3 million and $23.4 million, respectively.

As of September 30, 2020, the Company determined that a 566,215 square foot office property located in Hoboken, New Jersey was no longer being held for sale and that it would continue to own and operate this property. The property had originally been classified as held for sale as of June 30, 2020. The reclassified property had an aggregate book value of $194.4 million, net of accumulated depreciation of $25.4 million (and catch-up depreciation and amortization expense of $3.8  million reflecting expense for the period from the date the property was originally held for sale through the date it was no longer held for sale, which was recorded at that date).

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

$

104,884

$

84,180

$

189,064

Building & Other

862,486

40,290

902,776

Less: Accumulated depreciation

(219,857)

(7,991)

(227,848)

Less: Cumulative unrealized losses on property held for sale

(105,448)

(44,140)

(149,588)

Real estate held for sale, net

$

642,065

$

72,339

$

714,404

Suburban

Other

Office

Assets

Other assets and liabilities

Portfolio (a)

Held for Sale

Total

Unbilled rents receivable, net (b)

$

22,207

$

2,048

$

24,255

Deferred charges, net (b)

21,536

773

22,309

Total intangibles, net (b)

26,208

-

26,208

Total deferred charges & other assets, net

50,413

789

51,202

Mortgages & loans payable, net (b)

123,738

-

123,738

Total below market liability (b)

7,092

-

7,092

Accounts payable, accrued exp & other liability

20,564

255

20,819

Unearned rents/deferred rental income (b)

4,565

203

4,768

(a) Classified as discontinued operations at September 30, 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 properties during the nine months ended September 30, 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)

Sub-total

14

2,114,509

242,645

233,231

-

9,414

Unrealized losses on real estate held for sale

(7,915)

(33,314)

Totals

14

2,114,509

$

242,645

$

233,231

$

(7,915)

$

(23,900)

(a)

The Company recorded valuation allowances of $2.0 million on the property while it was held for sale during the nine months ended September 30, 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 properties while they were held for sale during the nine months ended September 30, 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.

The Company disposed of the following developable land holdings during the nine months ended September 30, 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

Impairments on Properties Held and Used

The Company determined that, due to the shortening of its expected period of ownership and as 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 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.  Accordingly, the Company recorded an impairment charge of $36.6 million at September 30, 2020, which is included in property impairments on the consolidated statement of operations for the three and nine months ended September 30, 2020.