Quarterly report pursuant to Section 13 or 15(d)

Mack-Cali Realty Corporation Stockholders' Equity And Mack-Cali Realty, L.P.'s Partners' Capital

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Mack-Cali Realty Corporation Stockholders' Equity And Mack-Cali Realty, L.P.'s Partners' Capital
9 Months Ended
Sep. 30, 2020
Stockholders Equity [Line Items]  
Mack-Cali Realty Corporation Stockholders' Equity And Mack-Cali Realty, L.P.'s Partners' Capital 16.     MACK-CALI REALTY CORPORATION STOCKHOLDERS’ EQUITY AND MACK-CALI REALTY, L.P.’S PARTNERS’ CAPITAL

To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the General Partner may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the General Partner, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules. To help ensure that the General Partner will not fail this test, the General Partner’s Charter provides, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership. Moreover, to evidence compliance with these requirements, the General Partner must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

Partners’ Capital in the accompanying consolidated financial statements relates to (a) General Partners’ capital consisting of common units in the Operating Partnership held by the General Partner, and (b) Limited Partners’ capital consisting of common units and LTIP units held by the limited partners. See Note 17: Noncontrolling Interests in Subsidiaries.

The following table reflects the activity of the General Partner capital for the three and nine months ended September 30, 2020 and 2019, respectively (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Opening Balance

$

1,399,033

$

1,645,587

$

1,493,699

$

1,486,658

Net income (loss) available to common shareholders

(42,208)

(55,928)

(117,019)

166,513

Common stock distributions

(18,142)

(18,106)

(36,261)

(54,282)

Redeemable noncontrolling interests

(2,167)

(3,025)

(7,207)

(22,936)

Change in noncontrolling interests in consolidated

joint ventures

-

-

-

(1,958)

Redemption of common units for common stock

-

-

-

705

Redemption of common units

-

-

-

(1,665)

Shares issued under Dividend Reinvestment and

Stock Purchase Plan

9

10

39

31

Directors' deferred compensation plan

76

81

215

238

Stock Compensation

394

7

1,158

490

Cancellation of unvested LTIP units

-

-

-

2,819

Other comprehensive income (loss)

-

(791)

18

(8,993)

Rebalancing of ownership percent between parent and

subsidiaries

(875)

1,426

1,478

1,641

Balance at September 30

$

1,336,120

$

1,569,261

$

1,336,120

$

1,569,261

Any transactions resulting in the issuance of additional common and preferred stock of the General Partner result in a corresponding issuance by the Operating Partnership of an equivalent amount of common and preferred units to the General Partner.

SHARE/UNIT REPURCHASE PROGRAM

In September 2012, the Board of Directors of the General Partner renewed and authorized an increase to the General Partner’s repurchase program (“Repurchase Program”). The General Partner has authorization to repurchase up to $150 million of its outstanding common stock under the renewed Repurchase Program, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions. As of September 30, 2020, the General Partner has repurchased and retired 394,625 shares of its outstanding common stock for an aggregate cost of approximately $11 million (all of which occurred in the year ended December 31, 2012), with a remaining authorization under the Repurchase Program of $139 million. Concurrent with these repurchases, the General Partner sold to the Operating Partnership common units for approximately $11 million.

 

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The General Partner has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.5 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the SEC for the approximately 5.5 million shares of the General Partner’s common stock reserved for issuance under the DRIP.

STOCK OPTION PLANS

In May 2013, the General Partner established the 2013 Incentive Stock Plan (the “2013 Plan”) under which a total of 4,600,000 shares have been reserved for issuance.

On June 5, 2015, in connection with employment agreements entered into with each of Messrs. Rudin and DeMarco, former chief executive officers (together, the “Executive Employment Agreements”), the Company granted options to purchase a total of 800,000 shares of the General Partner’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the General Partner’s common stock on the grant date of $17.31 per share, with 400,000 of such options vesting in three equal annual installments commencing on the first anniversary of the grant date (“Time Vesting Options”) and fully vesting on June 5, 2018, and 400,000 of such options vesting if the General Partner’s common stock traded at or above $25.00 per share for 30 consecutive trading days while the executive is employed (“Price Vesting Options”), or on or before June 30, 2019, subject to certain conditions. The Price Vesting Options vested on July 5, 2016 on account of the price vesting condition being achieved. 

Pursuant to the Letter Agreement in connection with Ms. Gilmartin’s appointment as the Company’s interim Chief Executive Officer, the Company granted to MAG Partners fully vested stock options to purchase up to 230,000 shares of common stock with an exercise price of $14.39 per share, and up to 100,000 shares of common stock with an exercise price of $20.00 per share, pursuant to the Option Agreement. However, the options, and any shares received upon exercise, will terminate and be forfeited if the Board of Directors ends the Term for “cause” or MAG Partners terminates its arrangement with the Company (including a resignation by Ms. Gilmartin of her appointment as interim Chief Executive Officer, but excluding a termination because of a material breach of the arrangement by the Company or because Ms. Gilmartin has been appointed as the permanent Chief Executive Officer of the Company) before six months have elapsed, or if MAG Partners fails to comply with certain covenants in the Letter Agreement. 157,505 of the options have been granted subject to shareholder approval at the Company’s 2021 Annual Meeting of Stockholders; however, if a “change in control” transaction occurs before the date of such 2021 Annual Meeting, then such options would instead be canceled and cashed out upon such transaction for a value equal to their “spread value,” if any. See Note 13-Commitments and Contingencies.

Information regarding the Company’s stock option plans is summarized below for the three months ended September 30, 2020 and 2019, respectively:

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at July 1, 2020

800,000

$

17.31

$

-

Granted

172,495

14.39

Outstanding at September 30, 2020 ($14.39 - $17.31)

972,495

$

16.79

$

-

Options exercisable at September 30, 2020

972,495

Available for grant at September 30, 2020

717,155

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at July 1, 2019

800,000

$

17.31

$

4,784

Granted, Lapsed or Cancelled

-

-

Outstanding at September 30, 2019 ($17.31)

800,000

$

17.31

$

3,480

Options exercisable at September 30, 2019

800,000

Available for grant at September 30, 2019

751,936

Information regarding the Company’s stock option plans is summarized below for the nine months ended September 30, 2020 and 2019, respectively:

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at January 1, 2020

800,000

$

17.31

$

-

Granted

172,495

14.39

Outstanding at September 30, 2020 ($14.39 - $17.31)

972,495

$

16.79

$

-

Options exercisable at September 30, 2020

972,495

Available for grant at September 30, 2020

717,155

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at January 1, 2019

800,000

$

17.31

$

1,824

Granted, Lapsed or Cancelled

-

-

Outstanding at September 30, 2019 ($17.31)

800,000

$

17.31

$

3,480

Options exercisable at September 30, 2019

800,000

Available for grant at September 30, 2019

751,936

The weighted average fair value of options granted during the three and nine months ended September 30, 2020 was $2.95 per option. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model. The following weighted average assumptions are included in the Company’s fair value calculations of stock options granted during the three and nine ended September 30, 2020:

Stock

Options

Expected life (in years)

5.3

Risk-free interest rate

0.41

%

Volatility

31.0

%

Dividend yield

2.7

%

There were no stock options exercised under any stock option plans for the nine months ended September 30, 2020 and 2019, respectively. The Company has a policy of issuing new shares to satisfy stock option exercises.

As of September 30, 2020 and December 31, 2019, the stock options outstanding had a weighted average remaining contractual life of approximately 3.9 and 5.4 years, respectively.

The Company recognized stock options expense of $192,000 and zero for the three and nine months ended September 30, 2020 and 2019, respectively.

AO LTIP UNITS (Appreciation-Only LTIP Units)

Pursuant to the terms of the DeMarco employment agreement, the Company entered into an AO Long-Term Incentive Plan Award Agreement (the “AO LTIP Award Agreement”) with Mr. DeMarco on March 13, 2019 that provided for the grant to Mr. DeMarco of 625,000 AO LTIP Units. AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a share of Common Stock exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level was fixed at $21.46 in the AO LTIP Award Agreement, the closing price of the Common Stock as reported on the New York Stock Exchange (the “NYSE”) on the date of grant. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into common units of limited partnership interests of the Operating Partnership (the “Common Units”). The number of Common Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the fair market value of the Common Stock on the conversion date over the threshold level designated at the time the AO LTIP Unit was granted (i.e., $21.46), divided by (ii) the fair market value of the Common Stock on the conversion date. AO LTIP Units, once vested, have a finite term during which they may be converted into Common Units, within ten years from the grant date of the AO LTIP Units or they are forfeited. In addition, the AO LTIP Units issued to Mr. DeMarco are subject to the following vesting conditions:

(i) 250,000 of the AO LTIP Units shall vest and become exercisable on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, or if the Common Stock is not then traded on the NYSE, then the closing price of the Common Stock on any other securities exchange on which the Common Stock is traded or quoted (the “Securities Market”), has been equal to or greater than $25.00 per share for at least 30 consecutive trading days, provided that such date occurs prior to March 13, 2023 (the “Outside Date”);

(ii) an additional 250,000 of the AO LTIP Units shall vest and become exercisable on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, or if the Common Stock is not then traded on the NYSE, then the closing price of the Common Stock on the Securities Market, has been equal to or greater than $28.00 per share for at least 30 consecutive trading days, provided that such date occurs prior to the Outside Date; and

(iii) an additional 125,000 of the AO LTIP Units shall vest and become exercisable on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, or if the Common Stock is not then traded on the NYSE, then the closing price of the Common Stock on the Securities Market, has been equal to or greater than $31.00 per share for at least 30 consecutive trading days, provided that such date occurs prior to the Outside Date.

Mr. DeMarco will generally receive special income allocations in respect of an AO LTIP Unit equal to 10 percent (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Common Unit. Upon conversion of AO LTIP Units to Common Units, Mr. DeMarco will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special cash distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Common Units during the period from the grant date of the AO LTIP Units through the date of

conversion. The Company has reserved shares of common stock under the 2013 Plan for issuance upon vesting and conversion of the AO LTIP Units in accordance with their terms and conditions.

The weighted average fair value of the AO LTIP Units granted during the nine months ended September 30, 2019 was $3.98 per AO LTIP Unit. The fair value of each AO LTIP Unit grant is estimated on the date of grant using the Monte Carlo method. The following weighted average assumptions are included in the Company’s fair value calculations of AO LTIP Units granted during the nine months ended September 30, 2019:

AO LTIP

Units

Expected life (in years)

5.5 - 6.0

Risk-free interest rate

2.6

%

Volatility

29.0

%

Dividend yield

3.5

%

As of September 30, 2020, the Company had $1.5 million of total unrecognized compensation cost related to unvested AO LTIP Units granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of 2.4 years. The Company recognized AO LTIP unit expense of $156,000 and $155,000 for the three months ended September 30, 2020 and 2019, respectively, and $466,000 and $342,000 for the nine months ended September 30, 2020 and 2019, respectively.

RESTRICTED STOCK AWARDS

The Company has issued stock awards (“Restricted Stock Awards”) to officers, certain other employees and non-employee members of the Board of Directors of the General Partner, which allow the holders to each receive a certain amount of shares of the General Partner’s common stock generally over a one year to seven year vesting period, of which 52,974 unvested shares were legally outstanding at September 30, 2020. Vesting of the Restricted Stock Awards issued is based on time and service.

On June 5, 2015, in connection with the new executive employment agreements signed at that time, the Company granted a total of 37,550.54 Restricted Stock Awards, which were valued in accordance with ASC 718 – Stock Compensation, at their fair value. These awards vested equally over a three year period on each annual anniversary date of the grant date.

All currently outstanding and unvested Restricted Stock Awards provided to the officers, certain other employees, and members of the Board of Directors of the General Partner were issued under the 2013 Plan.

Information regarding the Restricted Stock Awards grant activity is summarized below for the three months ended September 30, 2020 and 2019, respectively:

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at July 1, 2020

17,076

$

21.08

Vested

(17,076)

21.08

Granted

52,974

15.29

Outstanding at September 30, 2020

52,974

$

15.29

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at July 1, 2019

26,136

$

25.80

Cancelled

(1,936)

25.83

Outstanding at September 30, 2019

24,200

$

25.83

Information regarding the Restricted Stock Awards grant activity is summarized below for the nine months ended September 30, 2020 and 2019, respectively:

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at January 1, 2020

42,690

$

21.08

Vested

(42,690)

21.08

Granted

52,974

15.29

Outstanding at September 30, 2020

52,974

$

15.29

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at January 1, 2019

67,289

$

22.43

Vested

(41,153)

20.29

Cancelled

(1,936)

25.83

Outstanding at September 30, 2019

24,200

$

25.83

As of September 30, 2020, the Company had $0.6 million of total unrecognized compensation cost related to unvested Restricted Stock Awards granted under the Company’s stock compensation plans.

PERFORMANCE SHARE UNITS

On June 5, 2015, in connection with the new executive employment agreements signed at that time, the Company granted a total of 112,651.64 performance share units (“PSUs”) which was to vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three year performance period starting from the grant date, each PSU evidencing the right to receive a share of the General Partner’s common stock upon vesting. The PSUs were also entitled to the payment of dividend equivalents in respect of vested PSUs in the form of additional PSUs. The PSUs were valued in accordance with ASC 718, Compensation - Stock Compensation, at their fair value on the grant date, utilizing a Monte-Carlo simulation to estimate the probability of the vesting conditions being satisfied. The PSUs vested at 100 percent on June 5, 2018 based on the calculation of the achievement of the Company’s total shareholder return, for which shares of the General Partner’s common stock were issued under the 2013 Plan.

As of September 30, 2020, the Company had no unrecognized compensation cost as there are no unvested PSUs outstanding under the Company’s stock compensation plans.

LONG-TERM INCENTIVE PLAN AWARDS

On March 8, 2016, the Company granted Long-Term Incentive Plan (“LTIP”) awards to senior management of the Company, including the General Partner’s executive officers (the “2016 LTIP Awards”). All of the 2016 LTIP Awards were in the form of units in the Operating Partnership (“LTIP Units”) and constitute awards under the 2013 Plan. For Messrs. Rudin, DeMarco and Tycher, approximately 25 percent of the target 2016 LTIP Award was in the form of a time-based award that vested after three years on March 8, 2019 (the “2016 TBV LTIP Units”), and the remaining approximately 75 percent of the target 2016 LTIP Award was in the form of a performance-based award under a new Outperformance Plan (the “2016 OPP”) adopted by the General Partner’s Board of Directors consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2016 PBV LTIP Units”). For all other executive officers, approximately 40 percent of the target 2016 LTIP Award was in the form of 2016 TBV LTIP Units and the remaining approximately 60 percent of the target 2016 LTIP Award was in the form of 2016 PBV LTIP Units. The 2016 TBV LTIP Units vested on March 8, 2019.

The 2016 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from March 8, 2016 through March 7, 2019. Participants in the 2016 OPP would only earn the full awards if, over the three year performance period, the Company achieves a 50 percent absolute total stockholder return (“TSR”) and if the Company is in the 75th percentile of performance versus the NAREIT Office Index. As the targets for vesting were not achieved, the 2016 PBV LTIP Units did not vest and were forfeited.

On April 4, 2017, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2017 LTIP Awards”). All of the 2017 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. For Messrs. DeMarco, Tycher and Rudin, approximately twenty-five percent (25%) of the 2017 LTIP Award was in the form of

a time-based award that vested after three years on April 4, 2020 (the “2017 TBV LTIP Units”), and the remaining approximately seventy-five percent (75%) of the 2017 LTIP Award was in the form of a performance-based award under the Company’s Outperformance Plan (the “2017 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2017 PBV LTIP Units”). For all other executive officers, approximately forty percent (40%) of the 2017 LTIP Award was in the form of 2017 TBV LTIP Units and the remaining approximately sixty percent (60%) of the 2017 LTIP Award was in the form of 2017 PBV LTIP Units. The 2017 TBV LTIP Units vested on April 4, 2020.

The 2017 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from April 4, 2017 through April 3, 2020. Participants in the 2017 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute TSR and if the Company is in the 75th percentile of performance as compared to the NAREIT office index. As the targets for vesting were not achieved, the 2017 PBV LTIP Units did not vest and were forfeited.

On April 20, 2018, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2018 LTIP Awards”). All of the 2018 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. For Messrs. DeMarco and Tycher, approximately twenty-five percent (25%) of the grant date fair value of the 2018 LTIP Award was in the form of a time-based award that vests after three years on April 20, 2021 (the “2018 TBV LTIP Units”), and the remaining approximately seventy-five percent (75%) of the grant date fair value of the 2018 LTIP Award was in the form of a performance-based award under the Company’s Outperformance Plan (the “2018 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2018 PBV LTIP Units”). For all other executive officers, approximately fifty percent (50%) of the grant date fair value of the 2018 LTIP Award was in the form of 2018 TBV LTIP Units and the remaining approximately fifty percent (50%) of the grant date fair value of the 2018 LTIP Award was in the form of 2018 PBV LTIP Units.

The 2018 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from April 20, 2018 through April 19, 2021. Participants in the 2018 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute TSR and if the Company’s TSR is in the 75th percentile of performance as compared to the office REITs in the NAREIT index.

On March 22, 2019, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2019 LTIP Awards”). All of the 2019 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. For Mr. DeMarco, approximately 25 percent of the target 2019 LTIP Awards were in the form of time-based LTIP Units that vest after three years on March 22, 2022 (the “2019 TBV LTIP Units”), and the remaining approximately 75 percent of the grant date fair value of his 2019 LTIP Award will be in the form of performance-based LTIP Units under the Company’s Outperformance Plan (the “2019 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2019 PBV LTIP Units”). For Messrs. Tycher, Smetana, Wagner, Cardoso and Hilton, fifty percent (50%) of the grant date fair value of their respective 2019 LTIP Awards is in the form of 2019 TBV LTIP Units and the remaining fifty percent (50%) of the grant date fair value of their respective 2019 LTIP Awards is in the form of 2019 PBV LTIP Units. Mr. DeBari, who was promoted to Chief Accounting Officer on March 13, 2019, received 100 percent of his 2019 LTIP Award in the form of 2019 TBV LTIP Units.

The 2019 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from March 22, 2019 through March 21, 2022. Participants of performance-based awards in the 2019 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute total stockholder return (“TSR”) and if the Company’s TSR is in the 75th percentile of performance as compared to the office REITs in the NAREIT index.

On March 24, 2020, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2020 LTIP Awards”). All of the 2020 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. All of the target 2020 LTIP Awards were in the form of performance-based LTIP Units under the Company’s Outperformance Plan (the “2020 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2020 PBV LTIP Units”).

The 2020 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from March 24, 2020 through March 23, 2023. Participants of performance-based awards in the 2020 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute total stockholder return (“TSR”) and if the Company’s TSR is in the 75th percentile of performance as compared to the REITs in the NAREIT index.

LTIP Units will remain subject to forfeiture depending on the extent that the 2018 LTIP Awards, 2019 LTIP Awards and 2020 LTIP Awards vest. The number of LTIP Units to be issued initially to recipients of the 2018 PBV LTIP Awards, 2019 PBV LTIP Awards and 2020 PBV LTIP Awards is the maximum number of LTIP Units that may be earned under the awards. The number of LTIP Units that actually vest for each award recipient will be determined at the end of the performance measurement period. TSR for the Company and for the Index over the three year measurement period and other circumstances will determine how many LTIP Units vest for each recipient; if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date.

Prior to vesting, recipients of LTIP Units will be entitled to receive per unit distributions equal to one-tenth (10 percent) of the regular quarterly distributions payable on a Common Unit but will not be entitled to receive any special distributions. Distributions with respect to the other nine-tenths (90 percent) of regular quarterly distributions payable on a common unit will accrue but shall only become payable upon vesting of the LTIP Unit. After vesting of the 2018 TBV LTIP Units and 2019 TBV LTIP Units or the end of the measurement period for the 2018 PBV LTIP Units, 2019 PBV LTIP Units and 2020 PBV LTIP Units, the number of LTIP Units, both vested and unvested, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on a Common Unit.

As a result of targets not being achieved or management and other personnel changes during the nine months ended September 30, 2020, the employees forfeited and cancelled 369,924 2017 LTIP Awards, 102,639 2018 LTIP Awards, 175,570 2019 LTIP Awards and 567,254 2020 LTIP Awards. As of September 30, 2020, a total of 11,155 2016 PBV LTIP Units, 75,578 2016 TBV LTIP Units, 21,492 2017 PBV LTIP Units, 76,705 2017 TBV LTIP Units, 542,651 2018 PBV LTIP Units, 177,179 2018 TBV LTIP Units, 249,058 2019 PBV LTIP Units, 140,995 2019 TBV LTIP Units, and 720,314 2020 PBV LTIP Units, net of LTIP Units forfeited and cancelled, were outstanding. The LTIP Units were valued in accordance with ASC 718 – Stock Compensation, at their fair value. The Company has reserved shares of common stock under the 2013 Plan for issuance upon vesting and conversion of the LTIP Units in accordance with their terms and conditions.

As of September 30, 2020, the Company had $9.3 million of total unrecognized compensation cost related to unvested LTIP awards granted under the Company’s stock compensation plans. That cost is expected to be recognized over a weighted average period of 2.4 years.

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS

The Amended and Restated Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units. The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan. Pursuant to the termination of service of five directors from the Board of Directors on June 12, 2019, the Company converted 193,949 deferred stock units into shares of common stock. Pursuant to the termination of service of two directors from the Board of Directors on June 12, 2020, the Company converted 61,277 deferred stock units into shares of common stock. Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend record date for the respective quarter. Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

During the three months ended September 30, 2020 and 2019, 5,952 and 3,724 deferred stock units were earned, respectively. During the nine months ended September 30, 2020 and 2019, respectively, 15,663 and 10,767 deferred stock units were earned, respectively. As of September 30, 2020 and December 31, 2019, there were 11,902 and 59,899 deferred stock units outstanding, respectively.

EARNINGS PER SHARE/UNIT

Basic EPS or EPU excludes dilution and is computed by dividing net income available to common shareholders or unitholders by the weighted average number of shares or units outstanding for the period. Diluted EPS or EPU reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In the calculation of basic and diluted EPS and EPU, a redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders or unitholders is included in the calculation to arrive at the numerator of net income (loss) available to common shareholders or unitholders.

The following information presents the Company’s results for the three and nine months ended September 30, 2020 and 2019 in accordance with ASC 260, Earnings Per Share (dollars in thousands, except per share amounts):

Mack-Cali Realty Corporation:

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Basic EPS

2020

2019

2020

2019

Income (loss) from continuing operations

$

(76,384)

$

(54,464)

$

(151,209)

$

190,423

Add (deduct): Noncontrolling interests in consolidated joint ventures

895

405

1,900

2,500

Add (deduct): Noncontrolling interests in Operating Partnership

7,874

6,005

16,166

(18,191)

Add (deduct): Redeemable noncontrolling interests

(6,471)

(6,471)

(19,413)

(16,144)

Add (deduct): Redemption value adjustment of redeemable noncontrolling

interests attributable to common shareholders

(2,167)

(3,025)

(7,207)

(22,936)

Income (loss) from continuing operations available to common shareholders

(76,253)

(57,550)

(159,763)

135,652

Income (loss) from discontinued operations available to common shareholders

31,878

(1,403)

35,537

7,925

Net income (loss) available to common shareholders for basic earnings per share

$

(44,375)

$

(58,953)

$

(124,226)

$

143,577

Weighted average common shares

90,671

90,584

90,639

90,539

Basic EPS:

Income (loss) from continuing operations available to common shareholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to common shareholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common shareholders

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Diluted EPS

2020

2019

2020

2019

Net income (loss) from continuing operations available to common shareholders

$

(76,253)

$

(57,550)

$

(159,763)

$

135,652

Add (deduct): Noncontrolling interests in Operating Partnership

(7,874)

(6,005)

(16,166)

18,191

Add (deduct): Redemption value adjustment of redeemable noncontrolling

interests attributable to the Operating Partnership unitholders

(230)

(334)

(763)

(2,541)

Income (loss) from continuing operations for diluted earnings per share

(84,357)

(63,889)

(176,692)

151,302

Income (loss) from discontinued operations for diluted earnings per share

35,266

(1,557)

39,313

8,821

Net income (loss) available for diluted earnings per share

$

(49,091)

$

(65,446)

$

(137,379)

$

160,123

Weighted average common shares

100,307

100,560

100,235

100,802

Diluted EPS:

Income (loss) from continuing operations available to common shareholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to common shareholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common shareholders

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

The following schedule reconciles the weighted average shares used in the basic EPS calculation to the shares used in the diluted EPS calculation (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Basic EPS shares

90,671

90,584

90,639

90,539

Add: Operating Partnership – common and vested LTIP units

9,636

9,976

9,596

10,068

Restricted Stock Awards

-

-

-

24

Stock Options

-

-

-

171

Diluted EPS Shares

100,307

100,560

100,235

100,802

 

Contingently issuable shares under Restricted Stock Awards were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Also not included in the computations of diluted EPS were the unvested LTIP Units and unvested AO LTIP Units as such securities were anti-dilutive during

all periods presented. Unvested LTIP Units outstanding as of September 30, 2020 and 2019 were 1,738,065 and 1,826,331 LTIP Units, respectively. Unvested restricted stock outstanding as of September 30, 2020 and 2019 were 52,974 and 24,200 shares, respectively. Unvested AO LTIP Units outstanding as of September 30, 2020 and 2019 were 625,000 and 625,000, respectively.

Dividends declared per common share for the three month periods ended September 30, 2020 and 2019 was zero and $0.20 per share, respectively. Dividends declared per common share for the nine month periods ended September 30, 2020 and 2019 was $0.40 and $0.60 per share, respectively.

Mack-Cali Realty, L.P.:

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Basic EPU

2020

2019

2020

2019

Income (loss) from continuing operations

$

(76,384)

$

(54,464)

$

(151,209)

$

190,423

Add (deduct): Noncontrolling interests in consolidated joint ventures

895

405

1,900

2,500

Add (deduct): Redeemable noncontrolling interests

(6,471)

(6,471)

(19,413)

(16,144)

Add (deduct): Redemption value adjustment of redeemable noncontrolling interests

(2,397)

(3,359)

(7,970)

(25,477)

Income (loss) from continuing operations available to unitholders

(84,357)

(63,889)

(176,692)

151,302

Income (loss) from discontinued operations available to unitholders

35,266

(1,557)

39,313

8,821

Net income (loss) available to common unitholders for basic earnings per unit

$

(49,091)

$

(65,446)

$

(137,379)

$

160,123

Weighted average common units

100,307

100,560

100,235

100,607

Basic EPU:

Income (loss) from continuing operations available to unitholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to unitholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common unitholders for basic earnings per unit

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Diluted EPU

2020

2019

2020

2019

Net income (loss) from continuing operations available to common unitholders

$

(84,357)

$

(63,889)

$

(176,692)

$

151,302

Income (loss) from discontinued operations for diluted earnings per unit

35,266

(1,557)

39,313

8,821

Net income (loss) available to common unitholders for diluted earnings per unit

$

(49,091)

$

(65,446)

$

(137,379)

$

160,123

Weighted average common unit

100,307

100,560

100,235

100,802

Diluted EPU:

Income (loss) from continuing operations available to common unitholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to common unitholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common unitholders

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

The following schedule reconciles the weighted average units used in the basic EPU calculation to the units used in the diluted EPU calculation (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Basic EPU units

100,307

100,560

100,235

100,607

Add: Restricted Stock Awards

-

-

-

24

Add: Stock Options

-

-

-

171

Diluted EPU Units

100,307

100,560

100,235

100,802

Contingently issuable shares under Restricted Stock Awards were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Also not included in the computations of diluted EPU were the unvested LTIP Units and unvested AO LTIP Units as such securities were anti-dilutive during all periods presented.  Unvested LTIP Units outstanding as of September 30, 2020 and September 30, 2019 were 1,738,065 and

1,826,331 LTIP Units, respectively. Unvested restricted stock outstanding as of September 30, 2020 and 2019 were 52,974 and 24,200 shares, respectively. Unvested AO LTIP Units outstanding as of September 30, 2020 and 2019 were 625,000 and 625,000, respectively.

Distributions declared per common unit for the three month periods ended September 30, 2020 and 2019 was zero and $0.20 per unit, respectively. Distributions declared per common unit for the nine month periods ended September 30, 2020 and 2019 was $0.40 and $0.60 per unit, respectively.

 
Mack-Cali Realty LP [Member]  
Stockholders Equity [Line Items]  
Mack-Cali Realty Corporation Stockholders' Equity And Mack-Cali Realty, L.P.'s Partners' Capital 16.     MACK-CALI REALTY CORPORATION STOCKHOLDERS’ EQUITY AND MACK-CALI REALTY, L.P.’S PARTNERS’ CAPITAL

To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the General Partner may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the General Partner, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules. To help ensure that the General Partner will not fail this test, the General Partner’s Charter provides, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership. Moreover, to evidence compliance with these requirements, the General Partner must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

Partners’ Capital in the accompanying consolidated financial statements relates to (a) General Partners’ capital consisting of common units in the Operating Partnership held by the General Partner, and (b) Limited Partners’ capital consisting of common units and LTIP units held by the limited partners. See Note 17: Noncontrolling Interests in Subsidiaries.

The following table reflects the activity of the General Partner capital for the three and nine months ended September 30, 2020 and 2019, respectively (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Opening Balance

$

1,399,033

$

1,645,587

$

1,493,699

$

1,486,658

Net income (loss) available to common shareholders

(42,208)

(55,928)

(117,019)

166,513

Common stock distributions

(18,142)

(18,106)

(36,261)

(54,282)

Redeemable noncontrolling interests

(2,167)

(3,025)

(7,207)

(22,936)

Change in noncontrolling interests in consolidated

joint ventures

-

-

-

(1,958)

Redemption of common units for common stock

-

-

-

705

Redemption of common units

-

-

-

(1,665)

Shares issued under Dividend Reinvestment and

Stock Purchase Plan

9

10

39

31

Directors' deferred compensation plan

76

81

215

238

Stock Compensation

394

7

1,158

490

Cancellation of unvested LTIP units

-

-

-

2,819

Other comprehensive income (loss)

-

(791)

18

(8,993)

Rebalancing of ownership percent between parent and

subsidiaries

(875)

1,426

1,478

1,641

Balance at September 30

$

1,336,120

$

1,569,261

$

1,336,120

$

1,569,261

Any transactions resulting in the issuance of additional common and preferred stock of the General Partner result in a corresponding issuance by the Operating Partnership of an equivalent amount of common and preferred units to the General Partner.

SHARE/UNIT REPURCHASE PROGRAM

In September 2012, the Board of Directors of the General Partner renewed and authorized an increase to the General Partner’s repurchase program (“Repurchase Program”). The General Partner has authorization to repurchase up to $150 million of its outstanding common stock under the renewed Repurchase Program, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions. As of September 30, 2020, the General Partner has repurchased and retired 394,625 shares of its outstanding common stock for an aggregate cost of approximately $11 million (all of which occurred in the year ended December 31, 2012), with a remaining authorization under the Repurchase Program of $139 million. Concurrent with these repurchases, the General Partner sold to the Operating Partnership common units for approximately $11 million.

 

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The General Partner has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.5 million shares of the General Partner’s common stock have been reserved for future issuance. The DRIP provides for automatic reinvestment of all or a portion of a participant’s dividends from the General Partner’s shares of common stock. The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the SEC for the approximately 5.5 million shares of the General Partner’s common stock reserved for issuance under the DRIP.

STOCK OPTION PLANS

In May 2013, the General Partner established the 2013 Incentive Stock Plan (the “2013 Plan”) under which a total of 4,600,000 shares have been reserved for issuance.

On June 5, 2015, in connection with employment agreements entered into with each of Messrs. Rudin and DeMarco, former chief executive officers (together, the “Executive Employment Agreements”), the Company granted options to purchase a total of 800,000 shares of the General Partner’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the General Partner’s common stock on the grant date of $17.31 per share, with 400,000 of such options vesting in three equal annual installments commencing on the first anniversary of the grant date (“Time Vesting Options”) and fully vesting on June 5, 2018, and 400,000 of such options vesting if the General Partner’s common stock traded at or above $25.00 per share for 30 consecutive trading days while the executive is employed (“Price Vesting Options”), or on or before June 30, 2019, subject to certain conditions. The Price Vesting Options vested on July 5, 2016 on account of the price vesting condition being achieved. 

Pursuant to the Letter Agreement in connection with Ms. Gilmartin’s appointment as the Company’s interim Chief Executive Officer, the Company granted to MAG Partners fully vested stock options to purchase up to 230,000 shares of common stock with an exercise price of $14.39 per share, and up to 100,000 shares of common stock with an exercise price of $20.00 per share, pursuant to the Option Agreement. However, the options, and any shares received upon exercise, will terminate and be forfeited if the Board of Directors ends the Term for “cause” or MAG Partners terminates its arrangement with the Company (including a resignation by Ms. Gilmartin of her appointment as interim Chief Executive Officer, but excluding a termination because of a material breach of the arrangement by the Company or because Ms. Gilmartin has been appointed as the permanent Chief Executive Officer of the Company) before six months have elapsed, or if MAG Partners fails to comply with certain covenants in the Letter Agreement. 157,505 of the options have been granted subject to shareholder approval at the Company’s 2021 Annual Meeting of Stockholders; however, if a “change in control” transaction occurs before the date of such 2021 Annual Meeting, then such options would instead be canceled and cashed out upon such transaction for a value equal to their “spread value,” if any. See Note 13-Commitments and Contingencies.

Information regarding the Company’s stock option plans is summarized below for the three months ended September 30, 2020 and 2019, respectively:

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at July 1, 2020

800,000

$

17.31

$

-

Granted

172,495

14.39

Outstanding at September 30, 2020 ($14.39 - $17.31)

972,495

$

16.79

$

-

Options exercisable at September 30, 2020

972,495

Available for grant at September 30, 2020

717,155

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at July 1, 2019

800,000

$

17.31

$

4,784

Granted, Lapsed or Cancelled

-

-

Outstanding at September 30, 2019 ($17.31)

800,000

$

17.31

$

3,480

Options exercisable at September 30, 2019

800,000

Available for grant at September 30, 2019

751,936

Information regarding the Company’s stock option plans is summarized below for the nine months ended September 30, 2020 and 2019, respectively:

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at January 1, 2020

800,000

$

17.31

$

-

Granted

172,495

14.39

Outstanding at September 30, 2020 ($14.39 - $17.31)

972,495

$

16.79

$

-

Options exercisable at September 30, 2020

972,495

Available for grant at September 30, 2020

717,155

Weighted

Aggregate

Average

Intrinsic

Shares

Exercise

Value

Under Options

Price

$(000’s)

Outstanding at January 1, 2019

800,000

$

17.31

$

1,824

Granted, Lapsed or Cancelled

-

-

Outstanding at September 30, 2019 ($17.31)

800,000

$

17.31

$

3,480

Options exercisable at September 30, 2019

800,000

Available for grant at September 30, 2019

751,936

The weighted average fair value of options granted during the three and nine months ended September 30, 2020 was $2.95 per option. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model. The following weighted average assumptions are included in the Company’s fair value calculations of stock options granted during the three and nine ended September 30, 2020:

Stock

Options

Expected life (in years)

5.3

Risk-free interest rate

0.41

%

Volatility

31.0

%

Dividend yield

2.7

%

There were no stock options exercised under any stock option plans for the nine months ended September 30, 2020 and 2019, respectively. The Company has a policy of issuing new shares to satisfy stock option exercises.

As of September 30, 2020 and December 31, 2019, the stock options outstanding had a weighted average remaining contractual life of approximately 3.9 and 5.4 years, respectively.

The Company recognized stock options expense of $192,000 and zero for the three and nine months ended September 30, 2020 and 2019, respectively.

AO LTIP UNITS (Appreciation-Only LTIP Units)

Pursuant to the terms of the DeMarco employment agreement, the Company entered into an AO Long-Term Incentive Plan Award Agreement (the “AO LTIP Award Agreement”) with Mr. DeMarco on March 13, 2019 that provided for the grant to Mr. DeMarco of 625,000 AO LTIP Units. AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a share of Common Stock exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level was fixed at $21.46 in the AO LTIP Award Agreement, the closing price of the Common Stock as reported on the New York Stock Exchange (the “NYSE”) on the date of grant. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into common units of limited partnership interests of the Operating Partnership (the “Common Units”). The number of Common Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the fair market value of the Common Stock on the conversion date over the threshold level designated at the time the AO LTIP Unit was granted (i.e., $21.46), divided by (ii) the fair market value of the Common Stock on the conversion date. AO LTIP Units, once vested, have a finite term during which they may be converted into Common Units, within ten years from the grant date of the AO LTIP Units or they are forfeited. In addition, the AO LTIP Units issued to Mr. DeMarco are subject to the following vesting conditions:

(i) 250,000 of the AO LTIP Units shall vest and become exercisable on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, or if the Common Stock is not then traded on the NYSE, then the closing price of the Common Stock on any other securities exchange on which the Common Stock is traded or quoted (the “Securities Market”), has been equal to or greater than $25.00 per share for at least 30 consecutive trading days, provided that such date occurs prior to March 13, 2023 (the “Outside Date”);

(ii) an additional 250,000 of the AO LTIP Units shall vest and become exercisable on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, or if the Common Stock is not then traded on the NYSE, then the closing price of the Common Stock on the Securities Market, has been equal to or greater than $28.00 per share for at least 30 consecutive trading days, provided that such date occurs prior to the Outside Date; and

(iii) an additional 125,000 of the AO LTIP Units shall vest and become exercisable on the earliest date on which the closing price of the Common Stock, as reported on the NYSE, or if the Common Stock is not then traded on the NYSE, then the closing price of the Common Stock on the Securities Market, has been equal to or greater than $31.00 per share for at least 30 consecutive trading days, provided that such date occurs prior to the Outside Date.

Mr. DeMarco will generally receive special income allocations in respect of an AO LTIP Unit equal to 10 percent (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Common Unit. Upon conversion of AO LTIP Units to Common Units, Mr. DeMarco will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special cash distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Common Units during the period from the grant date of the AO LTIP Units through the date of

conversion. The Company has reserved shares of common stock under the 2013 Plan for issuance upon vesting and conversion of the AO LTIP Units in accordance with their terms and conditions.

The weighted average fair value of the AO LTIP Units granted during the nine months ended September 30, 2019 was $3.98 per AO LTIP Unit. The fair value of each AO LTIP Unit grant is estimated on the date of grant using the Monte Carlo method. The following weighted average assumptions are included in the Company’s fair value calculations of AO LTIP Units granted during the nine months ended September 30, 2019:

AO LTIP

Units

Expected life (in years)

5.5 - 6.0

Risk-free interest rate

2.6

%

Volatility

29.0

%

Dividend yield

3.5

%

As of September 30, 2020, the Company had $1.5 million of total unrecognized compensation cost related to unvested AO LTIP Units granted under the Company’s stock compensation plans. That cost is expected to be recognized over a remaining weighted average period of 2.4 years. The Company recognized AO LTIP unit expense of $156,000 and $155,000 for the three months ended September 30, 2020 and 2019, respectively, and $466,000 and $342,000 for the nine months ended September 30, 2020 and 2019, respectively.

RESTRICTED STOCK AWARDS

The Company has issued stock awards (“Restricted Stock Awards”) to officers, certain other employees and non-employee members of the Board of Directors of the General Partner, which allow the holders to each receive a certain amount of shares of the General Partner’s common stock generally over a one year to seven year vesting period, of which 52,974 unvested shares were legally outstanding at September 30, 2020. Vesting of the Restricted Stock Awards issued is based on time and service.

On June 5, 2015, in connection with the new executive employment agreements signed at that time, the Company granted a total of 37,550.54 Restricted Stock Awards, which were valued in accordance with ASC 718 – Stock Compensation, at their fair value. These awards vested equally over a three year period on each annual anniversary date of the grant date.

All currently outstanding and unvested Restricted Stock Awards provided to the officers, certain other employees, and members of the Board of Directors of the General Partner were issued under the 2013 Plan.

Information regarding the Restricted Stock Awards grant activity is summarized below for the three months ended September 30, 2020 and 2019, respectively:

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at July 1, 2020

17,076

$

21.08

Vested

(17,076)

21.08

Granted

52,974

15.29

Outstanding at September 30, 2020

52,974

$

15.29

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at July 1, 2019

26,136

$

25.80

Cancelled

(1,936)

25.83

Outstanding at September 30, 2019

24,200

$

25.83

Information regarding the Restricted Stock Awards grant activity is summarized below for the nine months ended September 30, 2020 and 2019, respectively:

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at January 1, 2020

42,690

$

21.08

Vested

(42,690)

21.08

Granted

52,974

15.29

Outstanding at September 30, 2020

52,974

$

15.29

Weighted-Average

Grant – Date

Shares

Fair Value

Outstanding at January 1, 2019

67,289

$

22.43

Vested

(41,153)

20.29

Cancelled

(1,936)

25.83

Outstanding at September 30, 2019

24,200

$

25.83

As of September 30, 2020, the Company had $0.6 million of total unrecognized compensation cost related to unvested Restricted Stock Awards granted under the Company’s stock compensation plans.

PERFORMANCE SHARE UNITS

On June 5, 2015, in connection with the new executive employment agreements signed at that time, the Company granted a total of 112,651.64 performance share units (“PSUs”) which was to vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three year performance period starting from the grant date, each PSU evidencing the right to receive a share of the General Partner’s common stock upon vesting. The PSUs were also entitled to the payment of dividend equivalents in respect of vested PSUs in the form of additional PSUs. The PSUs were valued in accordance with ASC 718, Compensation - Stock Compensation, at their fair value on the grant date, utilizing a Monte-Carlo simulation to estimate the probability of the vesting conditions being satisfied. The PSUs vested at 100 percent on June 5, 2018 based on the calculation of the achievement of the Company’s total shareholder return, for which shares of the General Partner’s common stock were issued under the 2013 Plan.

As of September 30, 2020, the Company had no unrecognized compensation cost as there are no unvested PSUs outstanding under the Company’s stock compensation plans.

LONG-TERM INCENTIVE PLAN AWARDS

On March 8, 2016, the Company granted Long-Term Incentive Plan (“LTIP”) awards to senior management of the Company, including the General Partner’s executive officers (the “2016 LTIP Awards”). All of the 2016 LTIP Awards were in the form of units in the Operating Partnership (“LTIP Units”) and constitute awards under the 2013 Plan. For Messrs. Rudin, DeMarco and Tycher, approximately 25 percent of the target 2016 LTIP Award was in the form of a time-based award that vested after three years on March 8, 2019 (the “2016 TBV LTIP Units”), and the remaining approximately 75 percent of the target 2016 LTIP Award was in the form of a performance-based award under a new Outperformance Plan (the “2016 OPP”) adopted by the General Partner’s Board of Directors consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2016 PBV LTIP Units”). For all other executive officers, approximately 40 percent of the target 2016 LTIP Award was in the form of 2016 TBV LTIP Units and the remaining approximately 60 percent of the target 2016 LTIP Award was in the form of 2016 PBV LTIP Units. The 2016 TBV LTIP Units vested on March 8, 2019.

The 2016 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from March 8, 2016 through March 7, 2019. Participants in the 2016 OPP would only earn the full awards if, over the three year performance period, the Company achieves a 50 percent absolute total stockholder return (“TSR”) and if the Company is in the 75th percentile of performance versus the NAREIT Office Index. As the targets for vesting were not achieved, the 2016 PBV LTIP Units did not vest and were forfeited.

On April 4, 2017, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2017 LTIP Awards”). All of the 2017 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. For Messrs. DeMarco, Tycher and Rudin, approximately twenty-five percent (25%) of the 2017 LTIP Award was in the form of

a time-based award that vested after three years on April 4, 2020 (the “2017 TBV LTIP Units”), and the remaining approximately seventy-five percent (75%) of the 2017 LTIP Award was in the form of a performance-based award under the Company’s Outperformance Plan (the “2017 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2017 PBV LTIP Units”). For all other executive officers, approximately forty percent (40%) of the 2017 LTIP Award was in the form of 2017 TBV LTIP Units and the remaining approximately sixty percent (60%) of the 2017 LTIP Award was in the form of 2017 PBV LTIP Units. The 2017 TBV LTIP Units vested on April 4, 2020.

The 2017 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from April 4, 2017 through April 3, 2020. Participants in the 2017 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute TSR and if the Company is in the 75th percentile of performance as compared to the NAREIT office index. As the targets for vesting were not achieved, the 2017 PBV LTIP Units did not vest and were forfeited.

On April 20, 2018, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2018 LTIP Awards”). All of the 2018 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. For Messrs. DeMarco and Tycher, approximately twenty-five percent (25%) of the grant date fair value of the 2018 LTIP Award was in the form of a time-based award that vests after three years on April 20, 2021 (the “2018 TBV LTIP Units”), and the remaining approximately seventy-five percent (75%) of the grant date fair value of the 2018 LTIP Award was in the form of a performance-based award under the Company’s Outperformance Plan (the “2018 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2018 PBV LTIP Units”). For all other executive officers, approximately fifty percent (50%) of the grant date fair value of the 2018 LTIP Award was in the form of 2018 TBV LTIP Units and the remaining approximately fifty percent (50%) of the grant date fair value of the 2018 LTIP Award was in the form of 2018 PBV LTIP Units.

The 2018 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from April 20, 2018 through April 19, 2021. Participants in the 2018 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute TSR and if the Company’s TSR is in the 75th percentile of performance as compared to the office REITs in the NAREIT index.

On March 22, 2019, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2019 LTIP Awards”). All of the 2019 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. For Mr. DeMarco, approximately 25 percent of the target 2019 LTIP Awards were in the form of time-based LTIP Units that vest after three years on March 22, 2022 (the “2019 TBV LTIP Units”), and the remaining approximately 75 percent of the grant date fair value of his 2019 LTIP Award will be in the form of performance-based LTIP Units under the Company’s Outperformance Plan (the “2019 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2019 PBV LTIP Units”). For Messrs. Tycher, Smetana, Wagner, Cardoso and Hilton, fifty percent (50%) of the grant date fair value of their respective 2019 LTIP Awards is in the form of 2019 TBV LTIP Units and the remaining fifty percent (50%) of the grant date fair value of their respective 2019 LTIP Awards is in the form of 2019 PBV LTIP Units. Mr. DeBari, who was promoted to Chief Accounting Officer on March 13, 2019, received 100 percent of his 2019 LTIP Award in the form of 2019 TBV LTIP Units.

The 2019 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from March 22, 2019 through March 21, 2022. Participants of performance-based awards in the 2019 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute total stockholder return (“TSR”) and if the Company’s TSR is in the 75th percentile of performance as compared to the office REITs in the NAREIT index.

On March 24, 2020, the Company granted LTIP awards to senior management of the Company, including the General Partner’s executive officers (the “2020 LTIP Awards”). All of the 2020 LTIP Awards were in the form of LTIP Units and constitute awards under the 2013 Plan. All of the target 2020 LTIP Awards were in the form of performance-based LTIP Units under the Company’s Outperformance Plan (the “2020 OPP”) adopted by the General Partner’s Board of Directors, consisting of a multi-year, performance-based equity compensation plan and related forms of award agreement (the “2020 PBV LTIP Units”).

The 2020 OPP was designed to align the interests of senior management to relative and absolute performance of the Company over a three year performance period from March 24, 2020 through March 23, 2023. Participants of performance-based awards in the 2020 OPP will only earn the full awards if, over the three year performance period, the Company achieves a thirty-six percent (36%) absolute total stockholder return (“TSR”) and if the Company’s TSR is in the 75th percentile of performance as compared to the REITs in the NAREIT index.

LTIP Units will remain subject to forfeiture depending on the extent that the 2018 LTIP Awards, 2019 LTIP Awards and 2020 LTIP Awards vest. The number of LTIP Units to be issued initially to recipients of the 2018 PBV LTIP Awards, 2019 PBV LTIP Awards and 2020 PBV LTIP Awards is the maximum number of LTIP Units that may be earned under the awards. The number of LTIP Units that actually vest for each award recipient will be determined at the end of the performance measurement period. TSR for the Company and for the Index over the three year measurement period and other circumstances will determine how many LTIP Units vest for each recipient; if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date.

Prior to vesting, recipients of LTIP Units will be entitled to receive per unit distributions equal to one-tenth (10 percent) of the regular quarterly distributions payable on a Common Unit but will not be entitled to receive any special distributions. Distributions with respect to the other nine-tenths (90 percent) of regular quarterly distributions payable on a common unit will accrue but shall only become payable upon vesting of the LTIP Unit. After vesting of the 2018 TBV LTIP Units and 2019 TBV LTIP Units or the end of the measurement period for the 2018 PBV LTIP Units, 2019 PBV LTIP Units and 2020 PBV LTIP Units, the number of LTIP Units, both vested and unvested, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on a Common Unit.

As a result of targets not being achieved or management and other personnel changes during the nine months ended September 30, 2020, the employees forfeited and cancelled 369,924 2017 LTIP Awards, 102,639 2018 LTIP Awards, 175,570 2019 LTIP Awards and 567,254 2020 LTIP Awards. As of September 30, 2020, a total of 11,155 2016 PBV LTIP Units, 75,578 2016 TBV LTIP Units, 21,492 2017 PBV LTIP Units, 76,705 2017 TBV LTIP Units, 542,651 2018 PBV LTIP Units, 177,179 2018 TBV LTIP Units, 249,058 2019 PBV LTIP Units, 140,995 2019 TBV LTIP Units, and 720,314 2020 PBV LTIP Units, net of LTIP Units forfeited and cancelled, were outstanding. The LTIP Units were valued in accordance with ASC 718 – Stock Compensation, at their fair value. The Company has reserved shares of common stock under the 2013 Plan for issuance upon vesting and conversion of the LTIP Units in accordance with their terms and conditions.

As of September 30, 2020, the Company had $9.3 million of total unrecognized compensation cost related to unvested LTIP awards granted under the Company’s stock compensation plans. That cost is expected to be recognized over a weighted average period of 2.4 years.

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS

The Amended and Restated Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units. The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan. Pursuant to the termination of service of five directors from the Board of Directors on June 12, 2019, the Company converted 193,949 deferred stock units into shares of common stock. Pursuant to the termination of service of two directors from the Board of Directors on June 12, 2020, the Company converted 61,277 deferred stock units into shares of common stock. Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend record date for the respective quarter. Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

During the three months ended September 30, 2020 and 2019, 5,952 and 3,724 deferred stock units were earned, respectively. During the nine months ended September 30, 2020 and 2019, respectively, 15,663 and 10,767 deferred stock units were earned, respectively. As of September 30, 2020 and December 31, 2019, there were 11,902 and 59,899 deferred stock units outstanding, respectively.

EARNINGS PER SHARE/UNIT

Basic EPS or EPU excludes dilution and is computed by dividing net income available to common shareholders or unitholders by the weighted average number of shares or units outstanding for the period. Diluted EPS or EPU reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In the calculation of basic and diluted EPS and EPU, a redemption value adjustment of redeemable noncontrolling interests attributable to common shareholders or unitholders is included in the calculation to arrive at the numerator of net income (loss) available to common shareholders or unitholders.

The following information presents the Company’s results for the three and nine months ended September 30, 2020 and 2019 in accordance with ASC 260, Earnings Per Share (dollars in thousands, except per share amounts):

Mack-Cali Realty Corporation:

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Basic EPS

2020

2019

2020

2019

Income (loss) from continuing operations

$

(76,384)

$

(54,464)

$

(151,209)

$

190,423

Add (deduct): Noncontrolling interests in consolidated joint ventures

895

405

1,900

2,500

Add (deduct): Noncontrolling interests in Operating Partnership

7,874

6,005

16,166

(18,191)

Add (deduct): Redeemable noncontrolling interests

(6,471)

(6,471)

(19,413)

(16,144)

Add (deduct): Redemption value adjustment of redeemable noncontrolling

interests attributable to common shareholders

(2,167)

(3,025)

(7,207)

(22,936)

Income (loss) from continuing operations available to common shareholders

(76,253)

(57,550)

(159,763)

135,652

Income (loss) from discontinued operations available to common shareholders

31,878

(1,403)

35,537

7,925

Net income (loss) available to common shareholders for basic earnings per share

$

(44,375)

$

(58,953)

$

(124,226)

$

143,577

Weighted average common shares

90,671

90,584

90,639

90,539

Basic EPS:

Income (loss) from continuing operations available to common shareholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to common shareholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common shareholders

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Diluted EPS

2020

2019

2020

2019

Net income (loss) from continuing operations available to common shareholders

$

(76,253)

$

(57,550)

$

(159,763)

$

135,652

Add (deduct): Noncontrolling interests in Operating Partnership

(7,874)

(6,005)

(16,166)

18,191

Add (deduct): Redemption value adjustment of redeemable noncontrolling

interests attributable to the Operating Partnership unitholders

(230)

(334)

(763)

(2,541)

Income (loss) from continuing operations for diluted earnings per share

(84,357)

(63,889)

(176,692)

151,302

Income (loss) from discontinued operations for diluted earnings per share

35,266

(1,557)

39,313

8,821

Net income (loss) available for diluted earnings per share

$

(49,091)

$

(65,446)

$

(137,379)

$

160,123

Weighted average common shares

100,307

100,560

100,235

100,802

Diluted EPS:

Income (loss) from continuing operations available to common shareholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to common shareholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common shareholders

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

The following schedule reconciles the weighted average shares used in the basic EPS calculation to the shares used in the diluted EPS calculation (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Basic EPS shares

90,671

90,584

90,639

90,539

Add: Operating Partnership – common and vested LTIP units

9,636

9,976

9,596

10,068

Restricted Stock Awards

-

-

-

24

Stock Options

-

-

-

171

Diluted EPS Shares

100,307

100,560

100,235

100,802

 

Contingently issuable shares under Restricted Stock Awards were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Also not included in the computations of diluted EPS were the unvested LTIP Units and unvested AO LTIP Units as such securities were anti-dilutive during

all periods presented. Unvested LTIP Units outstanding as of September 30, 2020 and 2019 were 1,738,065 and 1,826,331 LTIP Units, respectively. Unvested restricted stock outstanding as of September 30, 2020 and 2019 were 52,974 and 24,200 shares, respectively. Unvested AO LTIP Units outstanding as of September 30, 2020 and 2019 were 625,000 and 625,000, respectively.

Dividends declared per common share for the three month periods ended September 30, 2020 and 2019 was zero and $0.20 per share, respectively. Dividends declared per common share for the nine month periods ended September 30, 2020 and 2019 was $0.40 and $0.60 per share, respectively.

Mack-Cali Realty, L.P.:

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Basic EPU

2020

2019

2020

2019

Income (loss) from continuing operations

$

(76,384)

$

(54,464)

$

(151,209)

$

190,423

Add (deduct): Noncontrolling interests in consolidated joint ventures

895

405

1,900

2,500

Add (deduct): Redeemable noncontrolling interests

(6,471)

(6,471)

(19,413)

(16,144)

Add (deduct): Redemption value adjustment of redeemable noncontrolling interests

(2,397)

(3,359)

(7,970)

(25,477)

Income (loss) from continuing operations available to unitholders

(84,357)

(63,889)

(176,692)

151,302

Income (loss) from discontinued operations available to unitholders

35,266

(1,557)

39,313

8,821

Net income (loss) available to common unitholders for basic earnings per unit

$

(49,091)

$

(65,446)

$

(137,379)

$

160,123

Weighted average common units

100,307

100,560

100,235

100,607

Basic EPU:

Income (loss) from continuing operations available to unitholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to unitholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common unitholders for basic earnings per unit

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

Three Months Ended

Nine Months Ended

September 30,

September 30,

Computation of Diluted EPU

2020

2019

2020

2019

Net income (loss) from continuing operations available to common unitholders

$

(84,357)

$

(63,889)

$

(176,692)

$

151,302

Income (loss) from discontinued operations for diluted earnings per unit

35,266

(1,557)

39,313

8,821

Net income (loss) available to common unitholders for diluted earnings per unit

$

(49,091)

$

(65,446)

$

(137,379)

$

160,123

Weighted average common unit

100,307

100,560

100,235

100,802

Diluted EPU:

Income (loss) from continuing operations available to common unitholders

$

(0.84)

$

(0.63)

$

(1.76)

$

1.50

Income (loss) from discontinued operations available to common unitholders

0.35

(0.02)

0.39

0.09

Net income (loss) available to common unitholders

$

(0.49)

$

(0.65)

$

(1.37)

$

1.59

The following schedule reconciles the weighted average units used in the basic EPU calculation to the units used in the diluted EPU calculation (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Basic EPU units

100,307

100,560

100,235

100,607

Add: Restricted Stock Awards

-

-

-

24

Add: Stock Options

-

-

-

171

Diluted EPU Units

100,307

100,560

100,235

100,802

Contingently issuable shares under Restricted Stock Awards were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Shares issuable under all outstanding stock options were excluded from the denominator in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019 as such securities were anti-dilutive during the periods. Also not included in the computations of diluted EPU were the unvested LTIP Units and unvested AO LTIP Units as such securities were anti-dilutive during all periods presented.  Unvested LTIP Units outstanding as of September 30, 2020 and September 30, 2019 were 1,738,065 and

1,826,331 LTIP Units, respectively. Unvested restricted stock outstanding as of September 30, 2020 and 2019 were 52,974 and 24,200 shares, respectively. Unvested AO LTIP Units outstanding as of September 30, 2020 and 2019 were 625,000 and 625,000, respectively.

Distributions declared per common unit for the three month periods ended September 30, 2020 and 2019 was zero and $0.20 per unit, respectively. Distributions declared per common unit for the nine month periods ended September 30, 2020 and 2019 was $0.40 and $0.60 per unit, respectively.