8-K
Veris Residential, Inc. (VRE)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 20, 2021 ( September 20, 2021)
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 1-13274 | 22-3305147 |
|---|---|---|
| (State or Other Jurisdiction<br> of Incorporation) | (Commission File Number) | (IRS Employer<br> Identification No.) |
Harborside 3, 210 Hudson St., Ste. 400
Jersey City, New Jersey 07311
(Address of Principal Executive Offices) (Zip Code)
(732) 590-1010
(Registrant’s telephone number, including area code)
MACK-CALI REALTY, L.P.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 333-57103 | 22-3315804 |
|---|---|---|
| (State or Other Jurisdiction<br> of Incorporation) | (Commission File Number) | (IRS Employer<br> Identification No.) |
Harborside 3, 210 Hudson St., Ste. 400
Jersey City, New Jersey 07311
(Address of Principal Executive Offices) (Zip Code)
(732) 590-1010
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 | CLI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Co-Registrant CIK | 0001067063 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2021-09-20 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
Item 7.01 Regulation FD
Beginning on September 21, 2021, Mack-Cali Realty Corporation, a Maryland corporation (the “General Partner”) and the general partner of Mack-Cali Realty, L.P. (the “Company,” and together with the General Partner, the “Registrants”), will participate in investor meetings and the Bank of America Merrill Lynch 2021 Global Real Estate Virtual Conference during which members of the General Partner’s management will make presentations to investors. A copy of the General Partner’s investor presentation is furnished herewith as Exhibit 99.1.
Limitation of Incorporation by Reference
In accordance with General Instruction B.2. of Form 8-K, this information, including Exhibit 99.1 furnished herewith, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. The information in this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Cautionary Statements
This Current Report on Form 8-K, including the exhibits furnished herewith, contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “project,” “should,” “expect,” “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of various factors, including those listed in Exhibit 99.1 on page 2 and incorporated by reference herein. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by U.S. federal securities laws, we do not intend to update any of the forward-looking statements to reflect circumstances or events that occur after the statements are made or to conform the statements to actual results. The information contained in this Current Report on Form 8-K, including the exhibit filed herewith, should be viewed in conjunction with the consolidated financial statements and notes thereto appearing in the Registrants’ Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
In connection with the foregoing, the Registrants hereby furnish the following document:
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Title |
|---|---|
| 99.1 | Investor Presentation. |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MACK-CALI REALTY CORPORATION | |||
|---|---|---|---|
| Dated: September 20, 2021 | By: | /s/ Gary T. Wagner | |
| Gary T. Wagner | |||
| General Counsel and Secretary | |||
| MACK-CALI REALTY, L.P. | |||
| By: | Mack-Cali Realty Corporation, | ||
| its general partner | |||
| Dated: September 20, 2021 | By: | /s/ Gary T. Wagner | |
| Gary T. Wagner | |||
| General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit Number | Exhibit Title |
|---|---|
| 99.1 | Investor Presentation. |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
| Corporate Presentation<br>September 20, 2021 |
|---|
| 2<br>This Operating and Financial Data should be read in connection<br>with our Annual Report on Form 10-K for the year ended<br>December 31, 2020 and quarterly Report on Form 10-Q for the<br>quarter ended June 30, 2021.<br>Statements made in this presentation may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as<br>amended. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,”<br> “anticipate,” “estimate,” “target,” “continue” or comparable terminology. Forward-looking statements are inherently subject to certain risks, trends and<br>uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate, and involve factors that may cause actual<br>results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are<br>advised to consider the factors listed above together with the additional factors under the heading “Disclosure Regarding Forward-Looking Statements” and<br> “Risk Factors” in our annual reports on Form 10-K, as may be supplemented or amended by our quarterly reports on Form 10-Q, which are incorporated herein<br>by reference. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new<br>information or otherwise. |
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| 3<br>Meaningful Progress on Stated Initiatives,<br>Unlocking Value for Our Shareholders<br>Strategic Disposals<br>$708m<br>Gross proceeds through July<br>Bond Repayment<br>$575m<br>Repayment of corporate bonds<br>$5m p.a.<br>Anticipated cash run-rate GAAP G&A<br>savings as a result of internal reorganization<br>Multifamily Stabilization<br>98.2%<br>Leased as of September 12, 2021<br>+2.6% above pre-Covid levels<br>Office Leasing<br>167,500<br>Sqft leased in H1 2021<br>Strengthen Balance Sheet Focus on Leasing Enhanced Operations<br>Cash Expense Savings<br>ESG<br>Aligned ESG efforts with globally<br>recognized frameworks resulting in<br>substantially improved ESG Quality<br>Score |
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| 4<br>Maximizing Value from Class A Residential Platform |
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| 5<br>Note: The annualized Q2 2021 corporate NOI includes income (expense) attributed to entities not directly associated with assets in the portfolio. See Information About Net Operating Income (NOI) in<br>Appendix.<br>(1) Represents annualized Q2 2021 Total Portfolio NOI assuming all assets held as construction in progress (“CIP”) are open and stabilized, as well as the recently delivered Emery at stabilized operations.<br>Establishing the Company as a Predominantly Residential REIT<br> ▪ Suburban asset sales substantially complete<br> ▪ Multifamily assets contribute over 50% of same store NOI<br>Q2 2021 NOI Q2 2021 NOI<br>(excluding Suburban Assets)<br>Q2 2021 + CIP Stab. NOI<br>(excluding Suburban Assets)(1)<br>Waterfront Office<br>48%<br>Waterfront Office<br>38%<br>Residential<br>52%<br>Residential<br>62%<br>Waterfront Office<br>43%<br>Suburban Office<br>10%<br>Residential<br>47% |
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| 6<br>Roseland multifamily properties<br>feature luxury amenities and<br>seasonally curated resident events<br>and programming<br> ▪ Class A multifamily platform<br> ▪ 5,825 units<br> ▪ Locations across New Jersey, Boston<br>Metropolitan area, suburban New York and<br>Washington DC<br> ▪ Resort-style amenities and energized social<br>spaces including clubrooms, fitness centers<br>and rooftop swimming pools<br> ▪ Committed to promoting the wellbeing of our<br>residents and reducing our impact on the<br>environment |
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| 7<br>Multifamily at a Glance Massachusetts Market<br>Short Hills Market<br>Port Imperial Market Jersey City Market Morris County Market New York Market<br>MASSACHUSETTS<br> ▪ 145 Front at City Square<br> ▪ Portside at East Pier<br> ▪ The Emery at Overlook Ridge<br> ▪ The C ha s e at Overlook Ridge 1<br> ▪ Alterra at Overlook Ridge 1<br>MORRISCOUNTY<br> ▪ Signature Place Morris Plains<br> ▪ The Metropolitan at 40 Park<br> ▪ The Metropolitan Lofts<br>SHORTHILLS<br> ▪ The Upton Short Hills<br>JERSEYCITY<br> ▪ Soho Lofts<br> ▪ The BLVD Collection<br> ▪ Urby<br> ▪ Haus 25 (Coming 2022)<br> ▪ Liberty Towers<br>PORTIMPERIAL<br> ▪ RiverTrace at Port Imperial<br> ▪ The Capstone at Port Imperial<br> ▪ RiverHouse 9 at Port Imperial<br> ▪ RiverHouse 11 at Port Imperial<br> ▪ 55 Riverwalk Place at Port Imperial1<br> ▪ Riverbend at Port Imperial1<br> ▪ RiverParc at Port Imperial1<br> ▪ RiversEdge at Port Imperial1<br>NEWYORK<br> ▪ Quarry Place at Tuckahoe<br>Boston<br>Worcester<br>New York<br>Newark<br>(1) Managed properties. |
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| 8<br>Multifamily Stabilization through Active Asset Management<br>Operating Portfolio<br>98.2%<br>Leased<br>+2.6% above pre-Covid levels<br>96.3%<br>Occupied<br>+2.5% above pre-Covid levels<br>+5%<br>Increase in average net effective rents in<br>last 90 days<br>Development<br>The Upton<br>Short Hills, NJ<br> ▪ Launched in January 2021 and already<br>stabilized in Q3 2021<br>The Capstone<br>West New York, NJ<br>RiverHouse 9<br>Weehawken, NJ<br>96.9%<br>Leased<br> ▪ Launched in January 2021<br> ▪ Launched in May 2021<br>88.1%<br>Leased<br>84.0%<br>Leased<br>As of September 12, 2021. |
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| 9<br>Number of Properties 24 288 96 169 246 303 296 153 22<br>Number of Units 5,825 75,529 26,422 52,972 51,607 77,066 98,655 50,905 7,059<br>Average Monthly Rent<br>per Unit $2,914 $ 2,450 $ 2,215 $ 1,596 $ 2,287 $ 2,574 $ 1,291 $ 2,133 $ 1,665<br>Average Asset Age<br>(years) 6 15 38 13 28 23 19 23 42<br>Total Enterprise Value $4.1bn $ 40bn $ 8bn $ 18bn $ 30bn $ 41bn $ 28bn $ 23bn $ 2bn<br>Total Enterprise Value<br>per Unit $680k $ 530k $ 318k $ 346k $ 574k $ 533k $ 283k $ 457k $ 312k<br>Land & Development<br>as % of Assets 30% 7.2 % 0.0 % 4.9 % 0.9 % 1.3 % 2.5 % 2.2 % 0.0 %<br>Capex Reserve Per<br>Unit(1) $822 $ 2,150 $ 3,100 $ 2,600 $ 2,950 $ 2,300 $ 1,825 $ 2,700 $ 2,550<br>Pursuing Operational Excellence<br>Multifamily portfolio age and CIP projects position the Company’s<br>multifamily portfolio to deliver competitive growth over time<br>Note: Comparable data is as of September 10, 2021. Source includes Green Street Advisors.<br>(1) The Company’s lower capex spend is due to the newer age of its Apartment assets. |
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| 10<br>Revitalizing Waterfront Leasing |
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| 11<br>Harborside Repositioned as a<br>Complete Campus Offering<br> ▪ High-quality and unique office space<br>attractive to different types of tenants<br> ▪ Strong sense of community and active 24/7<br>lifestyle with excellent residential options<br> ▪ Unique opportunity for user-control<br> ▪ Consistent level of first-class service<br> ▪ Desirable location with waterfront views<br>and private outdoor spaces<br> ▪ Wide-ranging retail and services, including<br>food and beverage<br> ▪ Cohesive and consistent branding<br>11 |
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| 12<br>Harborside Repositioning:<br>Capitalize on Growing Demand for<br>Business Districts Outside of<br>Manhattan<br>Revitalize Waterfront Leasing<br> ▪ Opportunity for employees to live adjacent<br>to where they work and play<br> ▪ Incredible connectivity and easy access to<br>Midtown and Downtown<br> ▪ Outstanding commutation options including<br>PATH train, light rail, NJ transit rail, ferry, car,<br>bike and walking<br> ▪ Comprehensive space solutions of varying<br>sizes offering above 30% discount to<br>Manhattan rents<br>12 |
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| 13<br>Advancing Operational Efficiencies and<br>Commitment to ESG Initiatives |
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| 14<br>Focus on Sustainability and Strong Corporate Governance<br>Mack-Cali strives to create sustainable communities, placing focus<br>on the health and well-being of its employees, tenants and<br>residents while improving the environment.<br>One of Mack-Cali’s most critical objectives is to become an even<br>more inclusive and diverse company that reflects the backgrounds<br>of the customers and communities in which it serves.<br>Dedicated to maintaining a high standard of corporate governance<br>predicated on integrity, ethics, diversity, and transparency.<br>E<br>S<br>G<br>Notes:<br>1. Since 2020, Mack-Cali has been committed to the UN Global Compact corporate responsibility initiative and its principles in the areas of human rights, labor, the environment and anti-corruption.<br>2. ISS Quality Score as of June 2, 2021. ISS Governance QualityScore is derived from publicly disclosed data and reporting on company governance disclosure, risk and performance. ISS Environmental and Social QualityScore is based on<br>company disclosure and transparency practices. Scores indicate decile rank among relative index, region (Governance QualityScore), or industry group (Environmental and Social QualityScore). Scores are calculated at each pillar by<br>summing the factor scores in that pillar. Not all factors and not all subcategories have equal weight. |
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| 15<br>Appendix |
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| 16<br>Suburban Disposition Program Nearing Completion<br>Transaction Number of Gross Asset<br>Location Date Buildings SF Value ($M)<br>Q1 2021 Dispositions<br>100 Overlook Center Princeton, NJ Jan-2021 1 149,600 38<br>Metropark portfolio Edison & Iselin, NJ Mar-2021 4 926,656 254<br>Q1 2021 5 1,076,256 292<br>2Q 2021 Dispositions<br>Short Hills portfolio Short Hills, NJ Apr-2021 4 828,413 255<br>Red Bank portfolio Red Bank, NJ Jun-2021 5 639,490 84<br>Wegman's Retail Center Hanover, NJ Jun-2021 4 151,488 46<br>Q2 2021 14 1,759,141 387<br>3Q 2021 Dispositions to Date<br>7 Giralda Farms Madison, NJ Jul-2021 1 236,674 29<br>Q3 2021 to Date 1 236,674 29<br>Total 20 3,072,071 7061<br>(1) Excludes the sale of 50% interest in 12 Vreeland, 1 office building in Florham Park, NJ, totaling 139,750 square feet, for a gross sales price of $2.0 million on April 29, 2021. |
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| 17<br>Financing and Liquidity - Debt Overview<br>Strengthened balance sheet through new RCF and term loan<br> ▪ $575 million of corporate unsecured bonds maturing over the next 24 months fully redeemed<br> ▪ Current debt comprises primarily of senior secured residential mortgages at fixed rates with no office mortgage<br>maturities until 2026<br> ▪ $178 million revolver balance outstanding as of August 31, 2021; term loan fully repaid<br>Debt Maturity Schedule (As of August 31, 2021, $ million)<br>$74 $56<br>$214 $250<br>$150 $4<br>$148<br>$308<br>$408<br>$206<br>$293<br>$72<br>$178<br>$72<br>$0<br>$100<br>$200<br>$300<br>$400<br>$500<br>$600<br>$700<br>$800<br>$900<br>2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031<br>Construction Office Secured Residential Secured Revolver Unused Revolver Capacity |
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| Information About Net Operating Income (NOI)<br>NOI represents total revenues less total operating expenses, as reconciled to net income above. The Company considers NOI to be a meaningful non-GAAP financial measure for<br>making decisions and assessing unlevered performance of its property types and markets, as it relates to total return on assets, as opposed to levered return on equity. As properties<br>are considered for sale and acquisition based on NOI estimates and projections, the Company utilizes this measure to make investment decisions, as well as compare the<br>performance of its assets to those of its peers. NOI should not be considered a substitute for net income, and the Company’s use of NOI may not be comparable to similarly titled<br>measures used by other companies. The Company calculates NOI before any allocations to noncontrolling interests, as those interests do not affect the overall performance of the<br>individual assets being measured and assessed.<br>Definition of Net Operating Income (NOI)<br>Reconciliation of Net Income (Loss) to Net Operating Income (NOI) $ in thousands<br>(unaudited)<br>18<br>2Q 2021 4Q 2020<br>Office/Corp Multifamily Total Office/Corp Multifamily Total<br>Net Income (loss) ($50,891) ($23,140) ($74,031) $47,498 $30,800 $78,298<br>Deduct:<br>Real estate services income (4) (2,589) (2,593) -(2,766) (2,766)<br>Interest and other investment loss (income) (95) -(95) (1) -(1)<br>Equity in (earnings) loss of unconsolidated joint ventures 14 (363) (349) 2,253 1,298 3,551<br>General & Administrative - property level -(1,501) (1,501) -(1,397) (1,397)<br>Realized (gains) losses and unrealized losses on disposition (5,601) -(5,601) (41,333) (7,164) (48,497)<br>(Gain) loss on disposition of developable land (111) -(111) (974) -(974)<br>Gain on sale from unconsolidated joint ventures ----(35,184) (35,184)<br>(Gain) loss from early extinguishment of debt, net 46,735 - 46,735 - 272 272<br>Add:<br>Real estate services expenses 50 3,163 3,213 28 3,420 3,448<br>General and administrative 9,476 8,593 18,069 8,801 2,855 11,656<br>Dead deal and transaction-related costs 1,495 1,250 2,745 ---<br>Depreciation and amortization 13,429 15,717 29,146 14,746 15,016 29,762<br>Interest expense 7,192 9,639 16,831 11,396 9,122 20,518<br>Property impairments 6,041 - 6,041 ---<br>Land impairments - 7,519 7,519 (6,584) -(6,584)<br>Net operating income (NOI) $27,730 $18,288 $46,018 $35,830 $16,272 $52,102 |
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| Global Definitions<br>19<br>Completion: As evidenced by a certificate of completion by a certified architect or issuance of a final or temporary certificate of occupancy.<br>Stabilization: Multifamily assets achieved over 95 percentage leased for six consecutive weeks.<br>Projected Stabilized Yield: Represents Projected Stabilized Residential NOI divided by Total Costs. See following page for “Projected Stabilized Residential<br>NOI” definition.<br>Same Store Properties: Operational Waterfront assets and stabilized multifamily properties owned by the Company during the reported period, excluding<br>properties sold, disposed of, held for sale, removed from service, or for any reason considered not stabilized, or being redeveloped or repositioned from<br>March 31, 2021 through June 30, 2021.<br>Suburban: Office properties in submarkets.<br>Total Costs: Represents full project budget, including land and developer fees, and interest expense through Completion.<br>Waterfront: Office assets located on NJ Hudson River waterfront. |
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