Annual report pursuant to Section 13 and 15(d)

Deferred Charges, Goodwill And Other Assets, Net

v3.19.3.a.u2
Deferred Charges, Goodwill And Other Assets, Net
12 Months Ended
Dec. 31, 2019
Deferred Charges, Goodwill And Other Assets [Line Items]  
Deferred Charges, Goodwill And Other Assets, Net 5.    DEFERRED CHARGES, GOODWILL AND OTHER ASSETS, NET

December 31,

(dollars in thousands)

2019

2018

Deferred leasing costs

$

142,424

$

173,822

Deferred financing costs - unsecured revolving credit facility (a)

5,559

5,356

147,983

179,178

Accumulated amortization

(59,522)

(71,326)

Deferred charges, net

88,461

107,852

Notes receivable (b)

1,625

47,409

In-place lease values, related intangibles and other assets, net (c) (d)

86,092

89,860

Goodwill (e)

2,945

2,945

Right of use assets (f)

22,604

-

Prepaid expenses and other assets, net (g)

73,375

107,168

Total deferred charges, goodwill and other assets, net (h)

$

275,102

$

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 December 31, 2019 and 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 $1.6 million and $2.2 million, which matures in April 2023. The Company believes this balance is fully collectible.

(c)In accordance with ASC 805, Business Combinations, the Company recognizes rental revenue of acquired above and below market lease intangibles over the terms of the respective leases. The impact of amortizing the acquired above and below-market lease intangibles increased revenue by approximately $4.3 million, $5.3 million and $7.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. The following table summarizes, as of December 31, 2019, the scheduled amortization of the Company’s acquired above and below-market lease

intangibles for each of the five succeeding years (dollars in thousands):

Acquired Above-

Acquired Below-

Market Lease

Market Lease

Total

Year

Intangibles

Intangibles

Amortization

2020

$

(1,434)

$

4,842

$

3,408

2021

(1,197)

4,609

3,412

2022

(1,085)

4,357

3,272

2023

(961)

3,537

2,576

2024

(850)

3,069

2,219

(d)The value of acquired in-place lease intangibles are amortized to expense over the remaining initial terms of the respective leases. The impact of the amortization of acquired in-place lease values is included in depreciation and amortization expense and amounted to approximately $34.2 million, $17.9 million and $32.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. The following table summarizes, as of December 31, 2019, the scheduled amortization of the Company’s acquired in-place lease values for each of the five succeeding years (dollars in thousands):

Year

2020

$

17,120

2021

9,278

2022

8,210

2023

6,103

2024

4,521

Thereafter

16,511

Total

$

61,743

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

(f)Balance recorded starting in 2019, pursuant to the Company’s adoption of ASU 2016-02 (Topic 842). This amount has a corresponding liability of $23.8 million, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Ground Lease agreements for further details.

(g)Includes as of December 31, 2019 and 2018, $28.1 million and $49.2 million, respectively, of funds available with the Company’s qualified intermediary from prior property sales proceeds.

(h)The amount as of December 31, 2019 includes $68.6 million for properties classified as discontinued operations.

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. During the year ended December 31, 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of December 31, 2019, the Company did not have any outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk.

During March 2019, in connection with a partial paydown of the Company’s outstanding term loans, the Company terminated interest rate swaps with an aggregate notional amount of $90 million.  During June 2019, in connection with a subsequent partial paydown of the Company’s outstanding unsecured term loans, the Company terminated interest rate swaps with an aggregate notional amount of $160 million. During August 2019, in connection with a partial paydown of the Company’s outstanding unsecured term loans, the Company terminated rate swaps with an aggregate notional amount of $145 million. These paydowns 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 $1.9 million for the year ended December 31, 2019.

During December 2019, in connection with the paydown of the remainder of the outstanding term loans, the Company terminated the

remaining interest rate swaps with an aggregate notional amount of $280 million for a receipt of $36,000. Following these terminations, $25,000 was recorded in accumulated other comprehensive income and is being recorded as an adjustment to interest expense over the term of the original hedges and respective borrowings. Of the amount recorded in accumulated other comprehensive income following these terminations, $9,000 was recorded as a decrease to interest expense for the year ended December 31, 2019 and approximately $16,000 remained in accumulated other comprehensive income as of December 31, 2019.

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. During the years ended December 31, 2019, 2018 and 2017 the Company recorded ineffectiveness loss of zero, $0.2 million and $37,000, 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 $16,000 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 December 31, 2019 and 2018 (dollars in thousands):

Fair Value

Asset Derivatives designated

December 31,

as hedging instruments

2019

2018

Balance sheet location

Interest rate swaps

$

-

$

10,175 

Deferred charges, goodwill and other assets

The table below presents the effect of the Company’s derivative financial instruments on the Income Statement for the years ending December 31, 2019, 2018 and 2017 (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 (Ineffective Portion and Reclassification for Forecasted Transactions No Longer Probable of Occurring)

Total Amount of Interest Expense presented in the consolidated statements

Year ended December 31,

2019

2018

2017

2019

2018

2017

2019

2018

2017

2019

2018

2017

Interest rate swaps

$

(4,682)

$

5,262

$

2,869

Interest expense

$

3,551

$

2,944

$

(2,381)

Interest and other investment income (loss)

$

1,926

$

(204)

$

(37)

$

(90,569)

$

(77,346)

$

(84,523)

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 December 31, 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 December 31, 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

December 31,

(dollars in thousands)

2019

2018

Deferred leasing costs

$

142,424

$

173,822

Deferred financing costs - unsecured revolving credit facility (a)

5,559

5,356

147,983

179,178

Accumulated amortization

(59,522)

(71,326)

Deferred charges, net

88,461

107,852

Notes receivable (b)

1,625

47,409

In-place lease values, related intangibles and other assets, net (c) (d)

86,092

89,860

Goodwill (e)

2,945

2,945

Right of use assets (f)

22,604

-

Prepaid expenses and other assets, net (g)

73,375

107,168

Total deferred charges, goodwill and other assets, net (h)

$

275,102

$

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 December 31, 2019 and 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 $1.6 million and $2.2 million, which matures in April 2023. The Company believes this balance is fully collectible.

(c)In accordance with ASC 805, Business Combinations, the Company recognizes rental revenue of acquired above and below market lease intangibles over the terms of the respective leases. The impact of amortizing the acquired above and below-market lease intangibles increased revenue by approximately $4.3 million, $5.3 million and $7.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. The following table summarizes, as of December 31, 2019, the scheduled amortization of the Company’s acquired above and below-market lease

intangibles for each of the five succeeding years (dollars in thousands):

Acquired Above-

Acquired Below-

Market Lease

Market Lease

Total

Year

Intangibles

Intangibles

Amortization

2020

$

(1,434)

$

4,842

$

3,408

2021

(1,197)

4,609

3,412

2022

(1,085)

4,357

3,272

2023

(961)

3,537

2,576

2024

(850)

3,069

2,219

(d)The value of acquired in-place lease intangibles are amortized to expense over the remaining initial terms of the respective leases. The impact of the amortization of acquired in-place lease values is included in depreciation and amortization expense and amounted to approximately $34.2 million, $17.9 million and $32.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. The following table summarizes, as of December 31, 2019, the scheduled amortization of the Company’s acquired in-place lease values for each of the five succeeding years (dollars in thousands):

Year

2020

$

17,120

2021

9,278

2022

8,210

2023

6,103

2024

4,521

Thereafter

16,511

Total

$

61,743

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

(f)Balance recorded starting in 2019, pursuant to the Company’s adoption of ASU 2016-02 (Topic 842). This amount has a corresponding liability of $23.8 million, which is included in Accounts payable, accrued expense and other liabilities. See Note 12: Commitments and Contingencies – Ground Lease agreements for further details.

(g)Includes as of December 31, 2019 and 2018, $28.1 million and $49.2 million, respectively, of funds available with the Company’s qualified intermediary from prior property sales proceeds.

(h)The amount as of December 31, 2019 includes $68.6 million for properties classified as discontinued operations.

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. During the year ended December 31, 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of December 31, 2019, the Company did not have any outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk.

During March 2019, in connection with a partial paydown of the Company’s outstanding term loans, the Company terminated interest rate swaps with an aggregate notional amount of $90 million.  During June 2019, in connection with a subsequent partial paydown of the Company’s outstanding unsecured term loans, the Company terminated interest rate swaps with an aggregate notional amount of $160 million. During August 2019, in connection with a partial paydown of the Company’s outstanding unsecured term loans, the Company terminated rate swaps with an aggregate notional amount of $145 million. These paydowns 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 $1.9 million for the year ended December 31, 2019.

During December 2019, in connection with the paydown of the remainder of the outstanding term loans, the Company terminated the

remaining interest rate swaps with an aggregate notional amount of $280 million for a receipt of $36,000. Following these terminations, $25,000 was recorded in accumulated other comprehensive income and is being recorded as an adjustment to interest expense over the term of the original hedges and respective borrowings. Of the amount recorded in accumulated other comprehensive income following these terminations, $9,000 was recorded as a decrease to interest expense for the year ended December 31, 2019 and approximately $16,000 remained in accumulated other comprehensive income as of December 31, 2019.

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. During the years ended December 31, 2019, 2018 and 2017 the Company recorded ineffectiveness loss of zero, $0.2 million and $37,000, 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 $16,000 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 December 31, 2019 and 2018 (dollars in thousands):

Fair Value

Asset Derivatives designated

December 31,

as hedging instruments

2019

2018

Balance sheet location

Interest rate swaps

$

-

$

10,175 

Deferred charges, goodwill and other assets

The table below presents the effect of the Company’s derivative financial instruments on the Income Statement for the years ending December 31, 2019, 2018 and 2017 (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 (Ineffective Portion and Reclassification for Forecasted Transactions No Longer Probable of Occurring)

Total Amount of Interest Expense presented in the consolidated statements

Year ended December 31,

2019

2018

2017

2019

2018

2017

2019

2018

2017

2019

2018

2017

Interest rate swaps

$

(4,682)

$

5,262

$

2,869

Interest expense

$

3,551

$

2,944

$

(2,381)

Interest and other investment income (loss)

$

1,926

$

(204)

$

(37)

$

(90,569)

$

(77,346)

$

(84,523)

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 December 31, 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 December 31, 2019, the Company has not posted any collateral related to these agreements.