Annual report pursuant to Section 13 and 15(d)

Recent Transactions (Tables)

v3.20.4
Recent Transactions (Tables)
12 Months Ended
Dec. 31, 2020
Real Estate Properties [Line Items]  
Schedule Of Properties Acquired

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.

Schedule Of Acquisition Cost Allocated To Net Assets Acquired

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.

Schedule Of Properties Which Commenced Initial Operations 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 

Schedule Of Net Assets Recorded Upon Consolidation 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.

Schedule Of Property Disposals 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.  In 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.

Mack-Cali Realty LP [Member]  
Real Estate Properties [Line Items]  
Schedule Of Properties Acquired

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.

Schedule Of Acquisition Cost Allocated To Net Assets Acquired

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.

Schedule Of Properties Which Commenced Initial Operations 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 

Schedule Of Net Assets Recorded Upon Consolidation 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.

Schedule Of Property Disposals 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.  In 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.