For the quarterly period ended March 31, 2014
|
For the transition period from
|
to
|
Commission File Number:
|
1-13274
|
Mack-Cali Realty Corporation
|
||
(Exact name of registrant as specified in its charter)
|
Maryland
|
22-3305147
|
|||||
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|||||
343 Thornall Street, Edison, New Jersey
|
08837-2206
|
|||||
(Address of principal executive offices)
|
(Zip Code)
|
|||||
(732) 590-1000
|
||||||
(Registrant’s telephone number, including area code)
|
||||||
Not Applicable
|
||||||
(Former name, former address and former fiscal year, if changed since last report)
|
||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days. YES
X
NO ___
|
||||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
X
No ___
|
||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company) Smaller reporting company
¨
|
||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES___ NO
X
|
||||||
As of April 21, 2014, there were 88,657,814 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
|
March 31,
|
December 31,
|
||||
ASSETS
|
2014
|
2013
|
|||
Rental property
|
|||||
Land and leasehold interests
|
$
|
736,058
|
$
|
750,658
|
|
Buildings and improvements
|
3,884,320
|
3,915,800
|
|||
Tenant improvements
|
432,279
|
456,003
|
|||
Furniture, fixtures and equipment
|
9,116
|
7,472
|
|||
5,061,773
|
5,129,933
|
||||
Less – accumulated depreciation and amortization
|
(1,396,795)
|
(1,400,988)
|
|||
3,664,978
|
3,728,945
|
||||
Rental property held for sale, net
|
51,161
|
-
|
|||
Net investment in rental property
|
3,716,139
|
3,728,945
|
|||
Cash and cash equivalents
|
58,734
|
221,706
|
|||
Investments in unconsolidated joint ventures
|
179,656
|
181,129
|
|||
Unbilled rents receivable, net
|
139,218
|
136,304
|
|||
Deferred charges, goodwill and other assets
|
228,730
|
218,519
|
|||
Restricted cash
|
20,620
|
19,794
|
|||
Accounts receivable, net of allowance for doubtful accounts
|
|||||
of $1,962 and $2,832
|
11,246
|
8,931
|
|||
Total assets
|
$
|
4,354,343
|
$
|
4,515,328
|
|
LIABILITIES AND EQUITY
|
|||||
Senior unsecured notes
|
$
|
1,416,843
|
$
|
1,616,575
|
|
Revolving credit facility
|
70,000
|
-
|
|||
Mortgages, loans payable and other obligations
|
745,444
|
746,191
|
|||
Dividends and distributions payable
|
30,145
|
29,938
|
|||
Accounts payable, accrued expenses and other liabilities
|
147,357
|
121,286
|
|||
Rents received in advance and security deposits
|
50,175
|
53,730
|
|||
Accrued interest payable
|
23,259
|
29,153
|
|||
Total liabilities
|
2,483,223
|
2,596,873
|
|||
Commitments and contingencies
|
|||||
Equity:
|
|||||
Mack-Cali Realty Corporation stockholders’ equity:
|
|||||
Common stock, $0.01 par value, 190,000,000 shares authorized,
|
|||||
88,630,146 and 88,247,591 shares outstanding
|
886
|
882
|
|||
Additional paid-in capital
|
2,546,233
|
2,539,326
|
|||
Dividends in excess of net earnings
|
(939,837)
|
(897,849)
|
|||
Total Mack-Cali Realty Corporation stockholders’ equity
|
1,607,282
|
1,642,359
|
|||
Noncontrolling interests in subsidiaries:
|
|||||
Operating Partnership
|
208,877
|
220,813
|
|||
Consolidated joint ventures
|
54,961
|
55,283
|
|||
Total noncontrolling interests in subsidiaries
|
263,838
|
276,096
|
|||
Total equity
|
1,871,120
|
1,918,455
|
|||
Total liabilities and equity
|
$
|
4,354,343
|
$
|
4,515,328
|
Three Months Ended
|
||||||
March 31,
|
||||||
REVENUES
|
2014
|
2013
|
||||
Base rents
|
$
|
134,051
|
$
|
133,623
|
||
Escalations and recoveries from tenants
|
25,568
|
19,488
|
||||
Construction services
|
-
|
8,226
|
||||
Real estate services
|
6,692
|
6,443
|
||||
Parking income
|
2,114
|
1,392
|
||||
Other income
|
1,171
|
1,741
|
||||
Total revenues
|
169,596
|
170,913
|
||||
EXPENSES
|
||||||
Real estate taxes
|
24,351
|
21,649
|
||||
Utilities
|
28,281
|
16,288
|
||||
Operating services
|
29,222
|
25,308
|
||||
Direct construction costs
|
-
|
7,825
|
||||
Real estate services expenses
|
6,709
|
4,953
|
||||
General and administrative
|
22,881
|
11,973
|
||||
Depreciation and amortization
|
44,985
|
43,348
|
||||
Total expenses
|
156,429
|
131,344
|
||||
Operating income
|
13,167
|
39,569
|
||||
OTHER (EXPENSE) INCOME
|
||||||
Interest expense
|
(29,946)
|
(29,869)
|
||||
Interest and other investment income
|
386
|
6
|
||||
Equity in earnings (loss) of unconsolidated joint ventures
|
(1,235)
|
(1,750)
|
||||
Total other (expense) income
|
(30,795)
|
(31,613)
|
||||
Income (loss) from continuing operations
|
(17,628)
|
7,956
|
||||
Discontinued operations:
|
||||||
Income from discontinued operations
|
-
|
5,133
|
||||
Total discontinued operations
|
-
|
5,133
|
||||
Net income (loss)
|
(17,628)
|
13,089
|
||||
Noncontrolling interest in consolidated joint ventures
|
322
|
62
|
||||
Noncontrolling interest in Operating Partnership
|
2,008
|
(973)
|
||||
Noncontrolling interest in discontinued operations
|
-
|
(622)
|
||||
Net income (loss) available to common shareholders
|
$
|
(15,298)
|
$
|
11,556
|
||
Basic earnings per common share:
|
||||||
Income (loss) from continuing operations
|
$
|
(0.17)
|
$
|
0.08
|
||
Discontinued operations
|
-
|
0.05
|
||||
Net income (loss) available to common shareholders
|
$
|
(0.17)
|
$
|
0.13
|
||
Diluted earnings per common share:
|
||||||
Income (loss) from continuing operations
|
$
|
(0.17)
|
$
|
0.08
|
||
Discontinued operations
|
.
|
0.05
|
||||
Net income (loss) available to common shareholders
|
$
|
(0.17)
|
$
|
0.13
|
||
Basic weighted average shares outstanding
|
88,289
|
87,669
|
||||
Diluted weighted average shares outstanding
|
99,876
|
99,849
|
Additional
|
Dividends in
|
Noncontrolling
|
|||||||||||||||
Common Stock
|
Paid-In
|
Excess of
|
Interests
|
Total
|
|||||||||||||
Shares
|
Par Value
|
Capital
|
Net Earnings
|
in Subsidiaries
|
Equity
|
||||||||||||
Balance at January 1, 2014
|
88,248
|
$
|
882
|
$
|
2,539,326
|
$
|
(897,849)
|
$
|
276,096
|
$
|
1,918,455
|
||||||
Net income (loss)
|
-
|
-
|
-
|
(15,298)
|
(2,330)
|
(17,628)
|
|||||||||||
Common stock dividends
|
-
|
-
|
-
|
(26,690)
|
-
|
(26,690)
|
|||||||||||
Common unit distributions
|
-
|
-
|
-
|
-
|
(3,455)
|
(3,455)
|
|||||||||||
Redemption of common units
|
|||||||||||||||||
for common stock
|
347
|
3
|
6,449
|
-
|
(6,452)
|
-
|
|||||||||||
Shares issued under Dividend
|
|||||||||||||||||
Reinvestment and Stock Purchase Plan
|
2
|
-
|
45
|
-
|
-
|
45
|
|||||||||||
Director deferred compensation plan
|
-
|
-
|
117
|
-
|
-
|
117
|
|||||||||||
Stock compensation
|
33
|
1
|
275
|
-
|
-
|
276
|
|||||||||||
Rebalancing of ownership percentage
|
|||||||||||||||||
between parent and subsidiaries
|
-
|
-
|
21
|
-
|
(21)
|
-
|
|||||||||||
Balance at March 31, 2014
|
88,630
|
$
|
886
|
$
|
2,546,233
|
$
|
(939,837)
|
$
|
263,838
|
$
|
1,871,120
|
Three Months Ended
|
||||||
March 31,
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
2014
|
2013
|
||||
Net income (loss)
|
$
|
(17,628)
|
$
|
13,089
|
||
Adjustments to reconcile net income (loss) to net cash provided by
|
||||||
Operating activities:
|
||||||
Depreciation and amortization, including related intangible assets
|
45,461
|
43,389
|
||||
Depreciation and amortization on discontinued operations
|
-
|
3,453
|
||||
Amortization of deferred stock units
|
117
|
-
|
||||
Amortization of stock compensation
|
4,543
|
606
|
||||
Amortization of deferred financing costs and debt discount
|
769
|
773
|
||||
Equity in loss of unconsolidated joint venture, net
|
1,235
|
1,750
|
||||
Distributions of cumulative earnings from unconsolidated joint ventures
|
1,811
|
453
|
||||
Changes in operating assets and liabilities:
|
||||||
Increase in unbilled rents receivable, net
|
(2,908)
|
(6,335)
|
||||
Increase in deferred charges, goodwill and other assets
|
(15,745)
|
(8,862)
|
||||
Decrease in accounts receivable, net
|
(2,316)
|
74
|
||||
Increase in accounts payable, accrued expenses and other liabilities
|
21,579
|
9,797
|
||||
Decrease in rents received in advance and security deposits
|
(3,554)
|
(3,339)
|
||||
Increase in accrued interest payable
|
(5,894)
|
(5,783)
|
||||
Net cash provided by operating activities
|
$
|
27,470
|
$
|
49,065
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||
Rental property acquisitions and related intangibles
|
$
|
-
|
$
|
(61,318)
|
||
Rental property additions and improvements
|
(14,600)
|
(25,214)
|
||||
Development of rental property, other related costs and deposits
|
(7,357)
|
(9,121)
|
||||
Investment in unconsolidated joint ventures
|
(1,889)
|
(30,523)
|
||||
Distributions in excess of cumulative earnings from
|
||||||
unconsolidated joint ventures
|
456
|
1,233
|
||||
Increase in restricted cash
|
(826)
|
(1,080)
|
||||
Net cash used in investing activities
|
$
|
(24,216)
|
$
|
(126,023)
|
||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||
Borrowings from revolving credit facility
|
$
|
70,000
|
$
|
153,500
|
||
Repayment of revolving credit facility
|
-
|
(61,500)
|
||||
Repayment of senior unsecured notes
|
(200,000)
|
-
|
||||
Proceeds from mortgages and loans payable
|
425
|
1,363
|
||||
Repayment of mortgages, loans payable and other obligations
|
(2,793)
|
(2,643)
|
||||
Payment of contingent consideration
|
(3,936)
|
(2,755)
|
||||
Payment of financing costs
|
-
|
(236)
|
||||
Payment of dividends and distributions
|
(29,922)
|
(44,832)
|
||||
Net cash (used in) provided by financing activities
|
$
|
(166,226)
|
$
|
42,897
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(162,972)
|
$
|
(34,061)
|
||
Cash and cash equivalents, beginning of period
|
221,706
|
58,245
|
||||
Cash and cash equivalents, end of period
|
$
|
58,734
|
$
|
24,184
|
Property
|
Rental properties are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Acquisition–related costs are expensed as incurred. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Capitalized development and construction salaries and related costs approximated $0.9 million and $0.9 million for the three months ended March 31, 2014 and 2013, respectively. Included in total rental property is construction, tenant improvement and development in-progress of $49.2 million and $40.8 million as of March 31, 2014 and December 31, 2013, respectively. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.
|
Leasehold interests
|
Remaining lease term
|
Buildings and improvements
|
5 to 40 years
|
Tenant improvements
|
The shorter of the term of the
|
related lease or useful life
|
|
Furniture, fixtures and equipment
|
5 to 10 years
|
Rental Property
|
|
Held for Sale
|
|
Joint Ventures
|
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions. The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed. Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Company only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.
|
|
|
Cash and Cash
|
|
Equivalents
|
All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.
|
Financing Costs
|
Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Amortization of such costs is included in interest expense and was $769,000 and $773,000 for the three months ended March 31, 2014 and 2013, respectively. If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (loss) from early extinguishment of debt.
|
Leasing Costs
|
Costs incurred in connection with commercial leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease. Certain employees of the Company are compensated for providing leasing services to the Properties. The portion of such compensation related to commercial leases, which is capitalized and amortized, approximated $1,031,000 and $1,173,000 for the three months ended March 31, 2014 and 2013, respectively.
|
Goodwill
|
Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is allocated to various reporting units, as applicable. Each of the Company’s segments consists of a reporting unit. Goodwill is not amortized. Management performs an annual impairment test for goodwill during the fourth quarter and between annual tests, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. In its impairment tests of goodwill, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying amount, then performing the additional two-step impairment test is unnecessary. If the carrying amount of goodwill exceeds its fair value, an impairment charge is recognized.
|
Instruments
|
The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.
|
Recognition
|
Base rental revenue is recognized on a straight-line basis over the terms of the respective leases.
Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.
|
|
Doubtful Accounts
|
Management periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the collectability of those balances. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.
|
Other Taxes
|
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income (determined by excluding any net capital gains) to its shareholders. If and to the extent the Company retains and does not distribute any net capital gains, the Company will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation. The Company has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”). In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. The Company has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters. As of March 31, 2014, the Company had a deferred tax asset with a balance of approximately $14.4 million which has been fully reserved for through a valuation allowance. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes.
|
|
Earnings
|
|
Per Share
|
The Company presents both basic and diluted earnings per share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS from continuing operations amount. Shares whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS shall be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares shall be included in the denominator of diluted EPS as of the beginning of the period (or as of the date of the grant, if later).
|
Dividends and
|
|
Payable
|
The dividends and distributions payable at March 31, 2014 represents dividends payable to common shareholders (88,461,183 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,518,069 common units) for all such holders of record as of April 3, 2014 with respect to the first quarter 2014. The first quarter 2014 common stock dividends and common unit distributions of $0.30 per common share and unit were approved by the Board of Directors on March 11, 2014. The common stock dividends and common unit distributions payable were paid on April 11, 2014.
|
For Stock
|
|
Issuances
|
Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid-in capital.
|
Compensation
|
The Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation. These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”), TSR-based Performance Shares and stock options at the grant date be amortized ratably into expense over the appropriate vesting period. The Company recorded stock compensation expense of $3,387,000 (which includes $3,203,000 related to the departure of executive vice presidents. See Note 13: Commitments and Contingencies – Departure of Executive Vice Presidents) and $845,000 for the three months ended March 31, 2014 and 2013, respectively.
|
Other
|
|
Comprehensive
|
|
Income
|
Other comprehensive income (loss) includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale. There was no difference in other comprehensive income to net income for the three months ended March 31, 2014 and 2013, and no accumulated other comprehensive income as of March 31, 2014 and December 31, 2013.
|
Fair Value
|
|
Hierarchy
|
The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:
|
•
|
Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities inactive markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and
|
•
|
Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
Discontinued
|
|
Operations
|
In April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to the reporting of
discontinued operation and disclosures of disposals of components of an entity. This guidance defines a discontinued operation
as a component or group of components disposed or classified as held for sale and represents a strategic shift that has (or will
have) a major effect on an entity’s operations and final result; the guidance states that a strategic shift could include a disposal
of a major geographical area of operations, a major line of business, a major equity method investment or other major parts of
an entity. The guidance also provides for additional disclosure requirements in connection with both discontinued operations
and other dispositions not qualifying as discontinued operations. The guidance will be effective for annual and interim periods
beginning on or after December 15, 2014. The guidance applies prospectively to new disposals and new classifications of
disposal groups as held for sale after the effective date. All entities may early adopt the guidance for new disposals (or new
classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance.
The Company has elected to early adopt this standard effective with the interim period beginning January 1, 2014.
Prior to January 1, 2014, properties identified as held for sale and/or disposed of were presented in discontinued operations for all periods presented. See Note 7: Discontinued Operations.
|
Three Months Ended
|
||||||
March 31,
|
||||||
2014
|
2013
|
|||||
Total revenues
|
$
|
1,842
|
$
|
1,838
|
||
Operating and other expenses
|
(317)
|
(311)
|
||||
Depreciation and amortization
|
(309)
|
(394)
|
||||
Income from property held for sale
|
1,216
|
1,133
|
March 31,
|
December 31,
|
|||||
2014
|
2013
|
|||||
Assets:
|
||||||
Rental property, net
|
$
|
914,163
|
$
|
755,049
|
||
Loan receivable
|
45,772
|
45,050
|
||||
Other assets
|
437,516
|
582,990
|
||||
Total assets
|
$
|
1,397,451
|
$
|
1,383,089
|
||
Liabilities and partners'/
|
||||||
members' capital:
|
||||||
Mortgages and loans payable
|
$
|
678,432
|
$
|
637,709
|
||
Other liabilities
|
85,048
|
87,231
|
||||
Partners'/members' capital
|
633,971
|
658,149
|
||||
Total liabilities and
|
||||||
partners'/members' capital
|
$
|
1,397,451
|
$
|
1,383,089
|
March 31,
|
December 31,
|
|||||
Entity
|
2014
|
2013
|
||||
Plaza VIII & IX Associates, L.L.C.
|
$
|
3,804
|
$
|
3,702
|
||
South Pier at Harborside (a)
|
-
|
-
|
||||
Red Bank Corporate Plaza, L.L.C.
|
4,153
|
4,046
|
||||
12 Vreeland Associates, L.L.C.
|
5,604
|
5,514
|
||||
Stamford SM LLC
|
36,835
|
36,258
|
||||
Marbella RoseGarden, L.L.C.
|
15,791
|
15,797
|
||||
RoseGarden Monaco Holdings, L.L.C.
|
2,925
|
3,201
|
||||
Rosewood Lafayette Holdings, L.L.C.
|
641
|
857
|
||||
PruRose Port Imperial South 15, LLC
|
-
|
-
|
||||
Rosewood Morristown, L.L.C.
|
6,336
|
6,455
|
||||
Overlook Ridge JV, L.L.C.
|
-
|
-
|
||||
Overlook Ridge, L.L.C.
|
-
|
-
|
||||
Overlook Ridge JV 2C/3B, L.L.C.
|
-
|
-
|
||||
Roseland/North Retail, L.L.C.
|
1,906
|
1,930
|
||||
BNES Associates III
|
1,790
|
1,753
|
||||
Portside Master Company, L.L.C.
|
2,950
|
3,207
|
||||
PruRose Port Imperial South 13, LLC
|
1,982
|
2,206
|
||||
Roseland/Port Imperial Partners, L.P.
|
2,017
|
2,068
|
||||
RoseGarden Marbella South, L.L.C.
|
7,951
|
7,567
|
||||
PruRose Riverwalk G, L.L.C.
|
2,579
|
3,117
|
||||
Elmajo Urban Renewal Associates, LLC
|
91
|
203
|
||||
Estuary Urban Renewal Unit B, LLC
|
-
|
24
|
||||
RiverPark at Harrison I, L.L.C.
|
3,808
|
3,655
|
||||
RoseGarden Monaco, L.L.C.
|
1,239
|
1,224
|
||||
Hillsborough 206 Holdings, L.L.C.
|
1,962
|
1,962
|
||||
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.
|
337
|
337
|
||||
Crystal House Apartments Investors LLC
|
26,326
|
26,838
|
||||
KPG-P 100 IMW JV, LLC
|
1,234
|
1,887
|
||||
Capitol Place Mezz LLC
|
47,302
|
46,628
|
||||
Other
|
93
|
693
|
||||
Company's investment in unconsolidated joint ventures
|
$
|
179,656
|
$
|
181,129
|
(a)
|
The negative investment balance for this joint venture of $2,308,018 and $1,706,000 as of March 31, 2014 and December 31, 2013, respectively, were included in accounts payable, accrued expenses and other liabilities.
|
Three Months Ended
|
||||||
March 31,
|
||||||
2014
|
2013
|
|||||
Total revenues
|
$
|
30,993
|
$
|
12,420
|
||
Operating and other expenses
|
(18,353)
|
(7,948)
|
||||
Depreciation and amortization
|
(8,368)
|
(3,091)
|
||||
Interest expense
|
(6,341)
|
(2,012)
|
||||
Net income (loss)
|
$
|
(2,069)
|
$
|
(631)
|
Three Months Ended
|
||||||
March 31,
|
||||||
Entity
|
2014
|
2013
|
||||
Plaza VIII & IX Associates, L.L.C.
|
$
|
102
|
$
|
9
|
||
South Pier at Harborside
|
398
|
(511)
|
||||
Red Bank Corporate Plaza, L.L.C.
|
99
|
101
|
||||
12 Vreeland Associates, L.L.C.
|
89
|
(92)
|
||||
Stamford SM LLC
|
916
|
885
|
||||
Marbella RoseGarden, L.L.C.
|
(6)
|
(111)
|
||||
RoseGarden Monaco Holdings, L.L.C.
|
(277)
|
(399)
|
||||
Rosewood Lafayette Holdings, L.L.C.
|
(216)
|
(290)
|
||||
PruRose Port Imperial South 15, LLC
|
-
|
(606)
|
||||
Rosewood Morristown, L.L.C.
|
(98)
|
(124)
|
||||
Overlook Ridge JV, L.L.C.
|
(46)
|
-
|
||||
Overlook Ridge, L.L.C.
|
-
|
-
|
||||
Overlook Ridge JV 2C/3B, L.L.C.
|
62
|
(73)
|
||||
Roseland/North Retail, L.L.C.
|
(24)
|
(49)
|
||||
BNES Associates III
|
36
|
(69)
|
||||
Portside Master Company, L.L.C.
|
(213)
|
(45)
|
||||
PruRose Port Imperial South 13, LLC
|
(206)
|
(133)
|
||||
Roseland/Port Imperial Partners, L.P.
|
(164)
|
-
|
||||
RoseGarden Marbella South, L.L.C.
|
-
|
(18)
|
||||
PruRose Riverwalk G, L.L.C.
|
(538)
|
(186)
|
||||
Elmajo Urban Renewal Associates, LLC
|
(112)
|
(115)
|
||||
Estuary Urban Renewal Unit B, LLC
|
(15)
|
-
|
||||
RiverPark at Harrison I, L.L.C.
|
-
|
-
|
||||
RoseGarden Monaco, L.L.C.
|
-
|
-
|
||||
Hillsborough 206 Holdings, L.L.C.
|
(5)
|
-
|
||||
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.
|
(37)
|
-
|
||||
Crystal House Apartments Investors LLC
|
(327)
|
13
|
||||
KPG-P 100 IMW JV, LLC
|
(653)
|
-
|
||||
Capitol Place Mezz LLC
|
-
|
-
|
||||
Other
|
-
|
63
|
||||
Company's equity in earnings (loss) of unconsolidated joint ventures
|
$
|
(1,235)
|
$
|
(1,750)
|
·
|
to pay accrued and unpaid interest at a rate of eight percent on the balance note, as defined;
|
·
|
to Rosewood Morristown in an amount equal to its current year’s annual preferred return rate of eight percent on its adjusted capital, as defined;
|
·
|
to pay the outstanding balance remaining on the balance note, which was $975,000 as of March 31, 2014;
|
·
|
to Rosewood Morristown in an amount equal to its adjusted capital balance, which was $3.2 million as of March 31, 2014; and
|
·
|
to the members in accordance with their ownership percentages.
|
·
|
First, to the members in proportion to their respective unrecovered capital percentages, as defined in the agreement, until each member’s unrecovered capital has been reduced to zero; and
|
·
|
Second, to the members in accordance with their ownership percentages.
|
·
|
First, to the members in proportion to their unrecovered capital percentages, as defined, until the cumulative amounts distributed equal such member’s return of six percent on the unrecovered capital; and
|
·
|
Second, to the members in accordance with their ownership percentages.
|
·
|
First, to each member in proportion to and to the extent of such member’s unrecovered return of nine percent on unrecovered capital; and
|
·
|
Second, to the members in accordance with their ownership percentages.
|
·
|
to Prudential and Prudential LLC, in proportion to the excess of their operating return of ten percent on Prudential’s Parcel C contribution, as defined, accrued to the date of such distribution over the aggregate amounts previously distributed to such partner for such return;
|
·
|
to the partners, to the extent of any excess of such partner’s operating return of ten percent on its additional capital contributions over the aggregate amounts previously distributed for such return; and
|
·
|
to the partners in accordance with their percentage interests.
|
·
|
First, to the members to the extent of and in proportion to their respective preferred return of 8.50 percent on the members’ unrecovered capital; and
|
·
|
Second, to the members in accordance with their ownership percentages.
|
March 31,
|
December 31,
|
||||
(dollars in thousands)
|
2014
|
2013
|
|||
Deferred leasing costs
|
$
|
239,665
|
$
|
258,648
|
|
Deferred financing costs
|
21,718
|
25,366
|
|||
261,383
|
284,014
|
||||
Accumulated amortization
|
(111,750)
|
(131,669)
|
|||
Deferred charges, net
|
149,633
|
152,345
|
|||
Notes receivable (1)
|
21,925
|
21,986
|
|||
In-place lease values, related intangibles and other assets, net
|
11,159
|
13,659
|
|||
Goodwill
|
2,945
|
2,945
|
|||
Prepaid expenses and other assets, net
|
43,068
|
27,584
|
|||
Total deferred charges, goodwill and other assets
|
$
|
228,730
|
$
|
218,519
|
(1)
|
Includes: a mortgage receivable for $10.4 million which bears interest at LIBOR plus six percent; a note receivable for $8 million which bears interest at eight percent; and an interest-free note receivable with a net present value of $3.5 million as of March 31, 2014.
|
March 31,
|
December 31,
|
||||
2014
|
2013
|
||||
Security deposits
|
$
|
8,575
|
$
|
8,534
|
|
Escrow and other reserve funds
|
12,045
|
11,260
|
|||
Total restricted cash
|
$
|
20,620
|
$
|
19,794
|
Three Months Ended
|
|||
March 31,
|
|||
2013
|
|||
Total revenues
|
$
|
14,871
|
|
Operating and other expenses
|
(6,203)
|
||
Depreciation and amortization
|
(3,453)
|
||
Interest expense
|
(82)
|
||
Income from discontinued operations
|
5,133
|
||
Total discontinued operations
|
$
|
5,133
|
March 31,
|
December 31,
|
Effective
|
|||||||
2014
|
2013
|
Rate (1)
|
|||||||
5.125% Senior Unsecured Notes, due February 15, 2014 (2)
|
-
|
$
|
200,030
|
5.110
|
%
|
||||
5.125% Senior Unsecured Notes, due January 15, 2015
|
$
|
149,925
|
149,902
|
5.297
|
%
|
||||
5.800% Senior Unsecured Notes, due January 15, 2016
|
200,142
|
200,161
|
5.806
|
%
|
|||||
2.500% Senior Unsecured Notes, due December 15, 2017
|
248,929
|
248,855
|
2.803
|
%
|
|||||
7.750% Senior Unsecured Notes, due August 15, 2019
|
248,853
|
248,799
|
8.017
|
%
|
|||||
4.500% Senior Unsecured Notes, due April 18, 2022
|
299,520
|
299,505
|
4.612
|
%
|
|||||
3.150% Senior Unsecured Notes, due May 15, 2023
|
269,474
|
269,323
|
3.517
|
%
|
|||||
Total senior unsecured notes
|
$
|
1,416,843
|
$
|
1,616,575
|
(1)
|
Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount/premium on the notes, as applicable.
|
(2)
|
On February 17, 2014, the Company repaid these notes at their maturity using available cash and borrowings on the Company’s unsecured revolving credit facility.
|
Operating Partnership's
|
Interest Rate -
|
|||
Unsecured Debt Ratings:
|
Applicable Basis Points
|
Facility Fee
|
||
Higher of S&P or Moody's
|
Above LIBOR
|
Basis Points
|
||
No ratings or less than BBB-/Baa3
|
170.0
|
35.0
|
||
BBB- or Baa3
|
130.0
|
30.0
|
||
BBB or Baa2(current)
|
110.0
|
20.0
|
||
BBB+ or Baa1
|
100.0
|
15.0
|
||
A- or A3 or higher
|
92.5
|
12.5
|
10.
MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS
|
(a)
|
Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.
|
(b)
|
On April 1, 2014, the Company repaid the mortgage loan at par, using available cash.
|
(c)
|
Mortgage is cross collateralized by the four properties.
|
(d)
|
The Company is negotiating a deed-in-lieu of foreclosure in satisfaction of this mortgage loan.
|
(e)
|
The mortgage loan originally matured on May 1, 2013. The maturity date was extended until May 1, 2015 with the same interest rate. Excess cash flow, as defined, is being held by the lender for re-leasing costs. The deed for the property was placed in escrow and is available to the lender in the event of default or non-payment at maturity.
|
(f)
|
The cash flow from this property is insufficient to cover operating costs and debt service. Consequently, the Company notified the lender and suspended debt service payments in August 2013. The Company has begun discussions with the lender regarding deed-in-lieu of foreclosure and began remitting available cash flow to the lender effective August 2013.
|
(g)
|
Mortgage is cross collateralized by seven properties. The Operating Partnership has agreed, subject to certain conditions, to guarantee repayment of a portion of the loan.
|
(h)
|
Mortgage is collateralized by the three properties comprising One River Center.
|
11.
|
EMPLOYEE BENEFIT 401(k) PLANS AND DEFERRED RETIREMENT COMPENSATION AGREEMENTS
|
Year
|
Amount
|
|
April 1 through December 31, 2014
|
$
|
275
|
2015
|
371
|
|
2016
|
371
|
|
2017
|
267
|
|
2018
|
232
|
|
2019 through 2084
|
15,819
|
|
Total
|
$
|
17,335
|
Year
|
Amount
|
|
April 1 through December 31, 2014
|
$
|
382,827
|
2015
|
465,589
|
|
2016
|
421,184
|
|
2017
|
368,003
|
|
2018
|
284,030
|
|
2019 and thereafter
|
1,101,344
|
|
Total
|
$
|
3,022,977
|
Shares
Under Options
|
Weighted Average Exercise Price
|
Aggregate Intrinsic Value $(000’s)
|
|||||
Outstanding at January 1, 2014
|
15,000
|
$
|
40.54
|
$
|
-
|
||
Granted
|
5,000
|
21.25
|
-
|
||||
Lapsed or Cancelled
|
(5,000)
|
40.55
|
-
|
||||
Outstanding at March 31, 2014 ($21.25 – $45.47)
|
15,000
|
$
|
34.10
|
$
|
-
|
||
Options exercisable at March 31, 2014
|
10,000
|
||||||
Available for grant at March 31, 2014
|
4,460,505
|
Expected life (in years)
|
6
|
||
Risk-free interest rate
|
1.50
|
%
|
|
Volatility
|
20.26
|
%
|
|
Dividend yield
|
5.65
|
%
|
Weighted-Average
|
||||
Grant – Date
|
||||
Shares
|
Fair Value
|
|||
Outstanding at January 1, 2014 (a)
|
153,560
|
$
|
25.20
|
|
Granted (b)
|
163,527
|
20.94
|
||
Vested
|
(28,485)
|
25.28
|
||
Forfeited
|
(119)
|
26.36
|
||
Outstanding at March 31, 2014
|
288,483
|
$
|
22.77
|
(a)
|
Includes 63,933 Performance Shares which were legally granted in 2013 for which the 2013 performance goals were not met, which may be earned if subsequent years’ performance goals are met.
|
(b)
|
Includes 42,000 Performance Shares which were legally granted in 2013 for which the 2014 performance goals were set by the Committee on March 31, 2014. Also includes 87,734 shares which were additionally granted to two executive officers in connection with their departure affective March 31, 2014 and which vested on April 1, 2014.
|
Three Months Ended
|
||||||
March 31,
|
||||||
Computation of Basic EPS
|
2014
|
2013
|
||||
Income (loss) from continuing operations
|
$
|
(17,628)
|
$
|
7,956
|
||
Add: Noncontrolling interest in consolidated joint ventures
|
322
|
62
|
||||
Add (deduct): Noncontrolling interest in Operating Partnership
|
2,008
|
(973)
|
||||
Income (loss) from continuing operations available to common shareholders
|
(15,298)
|
7,045
|
||||
Income from discontinued operations available to common shareholders
|
-
|
4,511
|
||||
Net income (loss) available to common shareholders
|
$
|
(15,298)
|
$
|
11,556
|
||
Weighted average common shares
|
88,289
|
87,669
|
||||
Basic EPS
:
|
||||||
Income (loss) from continuing operations available to common shareholders
|
$
|
(0.17)
|
$
|
0.08
|
||
Income from discontinued operations available to common
|
||||||
shareholders
|
-
|
0.05
|
||||
Net income (loss) available to common shareholders
|
$
|
(0.17)
|
$
|
0.13
|
Three Months Ended
|
||||||
March 31,
|
||||||
Computation of Diluted EPS
|
2014
|
2013
|
||||
Income (loss) from continuing operations available to common shareholders
|
$
|
(15,298)
|
$
|
7,045
|
||
(Deduct) add: Noncontrolling interest in Operating Partnership
|
(2,008)
|
973
|
||||
Income (loss) from continuing operations for diluted earnings per share
|
(17,306)
|
8,018
|
||||
Income from discontinued operations for diluted earnings per share
|
-
|
5,133
|
||||
Net income (loss) available to common shareholders
|
$
|
(17,306)
|
$
|
13,151
|
||
Weighted average common shares
|
99,876
|
99,849
|
||||
Diluted EPS
:
|
||||||
Income (loss) from continuing operations available to common shareholders
|
$
|
(0.17)
|
$
|
0.08
|
||
Income from discontinued operations available to common
|
||||||
shareholders
|
-
|
0.05
|
||||
Net income (loss) available to common shareholders
|
$
|
(0.17)
|
$
|
0.13
|
Three Months Ended
|
||
March 31,
|
||
2014
|
2013
|
|
Basic EPS shares
|
88,289
|
87,669
|
Add: Operating Partnership – common units
|
11,587
|
12,098
|
Restricted Stock Awards
|
-
|
82
|
Diluted EPS Shares
|
99,876
|
99,849
|
Common
|
|
Units
|
|
Balance at January 1, 2014
|
11,864,775
|
Redemption of common units for shares of common stock
|
(346,706)
|
Balance at March 31, 2014
|
11,518,069
|
Real Estate
|
|||||||||||||||
Commercial
|
Multi-
|
Multi-family
|
Corporate
|
Total
|
|||||||||||
& Other
|
family
|
Services
|
& Other (d)
|
Company
|
|||||||||||
Total revenues:
|
|||||||||||||||
Three months ended:
|
|||||||||||||||
March 31, 2014
|
$
|
157,520
|
$
|
5,801
|
$
|
6,948
|
(e)
|
$
|
(673)
|
$
|
169,596
|
||||
March 31, 2013
|
155,595
|
1,281
|
5,484
|
(f)
|
8,553
|
170,913
|
|||||||||
Total operating and
|
|||||||||||||||
interest expenses (a):
|
|||||||||||||||
March 31, 2014
|
$
|
86,933
|
$
|
2,701
|
$
|
10,159
|
$
|
41,211
|
$
|
141,004
|
|||||
March 31, 2013
|
70,393
|
536
|
7,475
|
39,455
|
117,859
|
||||||||||
Equity in earnings (loss) of
|
|||||||||||||||
unconsolidated joint ventures:
|
|||||||||||||||
March 31, 2014
|
$
|
988
|
$
|
(2,223)
|
$
|
-
|
$
|
-
|
$
|
(1,235)
|
|||||
March 31, 2013
|
385
|
(2,135)
|
-
|
-
|
(1,750)
|
||||||||||
Net operating income (loss) (b):
|
|||||||||||||||
March 31, 2014
|
$
|
71,575
|
$
|
877
|
$
|
(3,211)
|
$
|
(41,884)
|
$
|
27,357
|
|||||
March 31, 2013
|
85,587
|
(1,390)
|
(1,991)
|
(30,902)
|
51,304
|
||||||||||
Total assets:
|
|||||||||||||||
March 31, 2014
|
$
|
3,891,009
|
$
|
373,128
|
$
|
9,903
|
$
|
80,303
|
$
|
4,354,343
|
|||||
December 31, 2013
|
3,886,574
|
377,237
|
10,488
|
241,029
|
4,515,328
|
||||||||||
Total long-lived assets (c):
|
|||||||||||||||
March 31, 2014
|
$
|
3,609,308
|
$
|
240,645
|
$
|
4,155
|
$
|
4,194
|
$
|
3,858,302
|
|||||
December 31, 2013
|
3,620,494
|
240,501
|
3,468
|
3,730
|
3,868,193
|
||||||||||
Total investments in
|
|||||||||||||||
unconsolidated joint ventures:
|
|||||||||||||||
March 31, 2014
|
$
|
53,420
|
$
|
126,143
|
$
|
93
|
$
|
-
|
$
|
179,656
|
|||||
December 31, 2013
|
53,160
|
127,276
|
693
|
-
|
181,129
|
||||||||||
(a)
|
Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services expenses; general and administrative and interest expense (net of interest income). All interest expense, net of interest income, (including for property-level mortgages) is excluded from segment amounts and classified in Corporate & Other for all periods.
|
(b)
|
Net operating income represents total revenues less total operating and interest expenses (as defined in Note “a”), plus equity in earnings (loss) of unconsolidated joint ventures, for the period.
|
(c)
|
Long-lived assets are comprised of net investment in rental property, unbilled rents receivable and goodwill.
|
(d)
|
Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense, non-property general and administrative expense, construction services revenue and direct construction costs) as well as intercompany eliminations necessary to reconcile to consolidated Company totals.
|
(e)
|
Includes $829 of fees earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
|
(f)
|
Includes $195 of fees earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
|
Three Months Ended
|
||||||
March 31,
|
||||||
2014
|
2013
|
|||||
Net operating income
|
$
|
27,357
|
$
|
51,304
|
||
Less:
|
||||||
Depreciation and amortization
|
(44,985)
|
(43,348)
|
||||
Income (loss) from continuing operations
|
(17,628)
|
7,956
|
||||
Discontinued operations:
|
||||||
Income from discontinued operations
|
-
|
5,133
|
||||
Total discontinued operations
|
-
|
5,133
|
||||
Net income (loss)
|
(17,628)
|
13,089
|
||||
Noncontrolling interest in consolidated joint ventures
|
322
|
62
|
||||
Noncontrolling interest in Operating Partnership
|
2,008
|
(973)
|
||||
Noncontrolling interest in discontinued operations
|
-
|
(622)
|
||||
Net income (loss) available to common shareholders
|
$
|
(15,298)
|
$
|
11,556
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
·
|
|
·
|
the general economic climate;
|
·
|
the occupancy rates of the Properties;
|
·
|
rental rates on new or renewed leases;
|
·
|
tenant improvement and leasing costs incurred to obtain and retain tenants;
|
·
|
the extent of early lease terminations;
|
·
|
the value of our office properties and the cash flow from the sale of such properties;
|
·
|
operating expenses;
|
·
|
anticipated acquisition and development costs for multi-family rental properties and the revenues and earnings from these properties;
|
·
|
cost of capital; and
|
·
|
the extent of acquisitions, development and sales of real estate.
|
·
|
critical accounting policies and estimates;
|
·
|
results of operations for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 and
|
·
|
liquidity and capital resources.
|
Leasehold interests
|
Remaining lease term
|
Buildings and improvements
|
5 to 40 years
|
Tenant improvements
|
The shorter of the term of the
|
related lease or useful life
|
|
Furniture, fixtures and equipment
|
5 to 10 years
|
Three Months Ended
|
|||||||||||
March 31,
|
Dollar
|
Percent |
|
||||||||
(dollars in thousands)
|
2014
|
2013
|
Change
|
Change |
|
||||||
Revenue from rental operations and other:
|
|||||||||||
Base rents
|
$
|
134,051
|
$
|
133,623
|
$
|
428
|
0.3
|
%
|
|||
Escalations and recoveries from tenants
|
25,568
|
19,488
|
6,080
|
31.2
|
|||||||
Parking income
|
2,114
|
1,392
|
722
|
51.9
|
|||||||
Other income
|
1,171
|
1,741
|
(570)
|
(32.7)
|
|||||||
Total revenues from rental operations
|
162,904
|
156,244
|
6,660
|
4.3
|
|||||||
Property expenses:
|
|||||||||||
Real estate taxes
|
24,351
|
21,649
|
2,702
|
12.5
|
|||||||
Utilities
|
28,281
|
16,288
|
11,993
|
73.6
|
|||||||
Operating services
|
29,222
|
25,308
|
3,914
|
15.5
|
|||||||
Total property expenses
|
81,854
|
63,245
|
18,609
|
29.4
|
|||||||
Non-property revenues:
|
|||||||||||
Construction services
|
-
|
8,226
|
(8,226)
|
(100.0)
|
|||||||
Real estate services
|
6,692
|
6,443
|
249
|
3.9
|
|||||||
Total non-property revenues
|
6,692
|
14,669
|
(7,977)
|
(54.4)
|
|||||||
Non-property expenses:
|
|||||||||||
Direct construction costs
|
-
|
7,825
|
(7,825)
|
(100.0)
|
|||||||
Real estate services expenses
|
6,709
|
4,953
|
1,756
|
35.5
|
|||||||
General and administrative
|
22,881
|
11,973
|
10,908
|
91.1
|
|||||||
Depreciation and amortization
|
44,985
|
43,348
|
1,637
|
3.8
|
|||||||
Total non-property expenses
|
74,575
|
68,099
|
6,476
|
9.5
|
|||||||
Operating income
|
13,167
|
39,569
|
(26,402)
|
(66.7)
|
|||||||
Other (expense) income:
|
|||||||||||
Interest expense
|
(29,946)
|
(29,869)
|
(77)
|
(0.3)
|
|||||||
Interest and other investment income
|
386
|
6
|
380
|
6,333.3
|
|||||||
Equity in earnings (loss) of unconsolidated joint ventures
|
(1,235)
|
(1,750)
|
515
|
29.4
|
|||||||
Total other (expense) income
|
(30,795)
|
(31,613)
|
818
|
2.6
|
|||||||
Income (loss) from continuing operations
|
(17,628)
|
7,956
|
(25,584)
|
(321.6)
|
|||||||
Discontinued operations:
|
|||||||||||
Income from discontinued operations
|
-
|
5,133
|
(5,133)
|
(100.0)
|
|||||||
Total discontinued operations, net
|
-
|
5,133
|
(5,133)
|
(100.0)
|
|||||||
Net income (loss)
|
(17,628)
|
13,089
|
(30,717)
|
(234.7)
|
|||||||
Noncontrolling interest in consolidated joint ventures
|
322
|
62
|
260
|
419.4
|
|||||||
Noncontrolling interest in Operating Partnership
|
2,008
|
(973)
|
2,981
|
306.4
|
|||||||
Noncontrolling interest in discontinued operations
|
-
|
(622)
|
622
|
100.0
|
|||||||
Net income (loss) available to common shareholders
|
$
|
(15,298)
|
$
|
11,556
|
$
|
(26,854)
|
(232.4)
|
%
|
Total
|
Same-Store
|
Acquired
|
|||||||||||||||
Company
|
Properties
|
Properties
|
|||||||||||||||
Dollar
|
Percent |
|
Dollar
|
Percent |
|
Dollar
|
Percent |
|
|||||||||
(
dollars in thousands
)
|
Change
|
Change |
|
Change
|
Change |
|
Change
|
Change |
|
||||||||
Revenue from rental operations
|
|||||||||||||||||
and other:
|
|||||||||||||||||
Base rents
|
$
|
428
|
0.3
|
%
|
$
|
(4,686)
|
(3.5)
|
%
|
$
|
5,114
|
3.8
|
%
|
|||||
Escalations and recoveries
|
|||||||||||||||||
from tenants
|
6,080
|
31.2
|
5,724
|
29.4
|
356
|
1.8
|
|||||||||||
Parking income
|
722
|
51.9
|
22
|
1.6
|
700
|
50.3
|
|||||||||||
Other income
|
(570)
|
(32.7)
|
(968)
|
(55.7)
|
398
|
23.0
|
|||||||||||
Total
|
$
|
6,660
|
4.3
|
%
|
$
|
92
|
0.1
|
%
|
$
|
6,568
|
4.2
|
%
|
|||||
Property expenses:
|
|||||||||||||||||
Real estate taxes
|
$
|
2,702
|
12.5
|
%
|
$
|
1,889
|
8.7
|
%
|
$
|
813
|
3.8
|
%
|
|||||
Utilities
|
11,993
|
73.6
|
11,575
|
71.1
|
418
|
2.5
|
|||||||||||
Operating services
|
3,914
|
15.5
|
2,942
|
11.6
|
972
|
3.9
|
|||||||||||
Total
|
$
|
18,609
|
29.4
|
%
|
$
|
16,406
|
25.9
|
%
|
$
|
2,203
|
3.5
|
%
|
|||||
OTHER DATA:
|
|||||||||||||||||
Number of Consolidated Properties
|
247
|
240
|
7
|
||||||||||||||
Commercial Square feet
(in thousands)
|
27,975
|
27,749
|
226
|
||||||||||||||
Multi-family portfolio
(number of units)
|
1,081
|
-
|
1,081
|
||||||||||||||
Construction Projects
:
|
(1)
|
$27.5
million provided by operating activities.
|
(2)
|
$24.2
million used in investing activities, consisting primarily of the following:
|
(a)
|
$14.6 million used for additions to rental property and improvements; plus
|
(b)
|
$7.4 million used for the development of rental property, other related costs and deposits; plus
|
(c)
|
$1.9 million used for investments in unconsolidated joint ventures; plus
|
(d)
|
$0.8 million used for restricted cash; minus
|
(e)
|
$0.5 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures.
|
(3)
|
$166.2
million used in financing activities, consisting primarily of the following:
|
(a)
|
$200.0 million used for repayments of senior unsecured notes; plus
|
(b)
|
$29.9
million used for payments of dividends and distributions; plus
|
(c)
|
$3.9 million used for the payments of contingent consideration payments; plus
|
(d)
|
$2.8
million used for repayments of mortgages, loans payable and other obligations; minus
|
(e)
|
$70.0
million from borrowings under the revolving credit facility; minus
|
(f)
|
$0.4
million from proceeds received from mortgages.
|
Balance
|
Weighted Average
|
Weighted Average Maturity
|
|||||||
($000’s)
|
% of Total
|
Interest Rate (a)
|
in Years
|
||||||
Fixed Rate Unsecured Debt and
|
|||||||||
Other Obligations
|
$
|
1,416,843
|
63.47
|
%
|
4.93
|
%
|
5.37
|
||
Fixed Rate Secured Debt
|
664,791
|
29.78
|
%
|
7.64
|
%
|
3.11
|
|||
Variable Rate Secured Debt
|
80,653
|
3.61
|
%
|
2.72
|
%
|
0.90
|
|||
Variable Rate Unsecured Debt (b)
|
70,000
|
3.14
|
%
|
1.26
|
%
|
3.33
|
|||
Totals/Weighted Average:
|
$
|
2,232,287
|
100.00
|
%
|
5.54
|
%
|
4.47
|
(a)
|
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.17 percent as of March 31, 2014, plus the applicable spread.
|
(b)
|
Excludes amortized deferred financing costs pertaining to the Company’s unsecured revolving credit facility which amounted to $0.7 million for the three months ended March 31, 2014.
|
Scheduled
|
Principal
|
Weighted Avg.
|
|||||||||
Amortization
|
Maturities
|
Total
|
Effective Interest Rate of
|
||||||||
Period
|
($000’s)
|
($000’s)
|
($000’s)
|
Future Repayments (a)
|
|||||||
April 1 to December 31, 2014
|
$
|
7,328
|
$
|
170,640
|
$
|
177,968
|
8.10
|
%
|
|||
2015
|
8,551
|
193,488
|
202,039
|
4.65
|
%
|
||||||
2016
|
8,388
|
269,272
|
277,660
|
7.14
|
%
|
||||||
2017 (b)
|
6,423
|
461,366
|
467,789
|
3.69
|
%
|
(c)
|
|||||
2018
|
5,996
|
231,536
|
237,532
|
6.70
|
%
|
||||||
Thereafter
|
198
|
885,345
|
885,543
|
5.41
|
%
|
||||||
Sub-total
|
36,884
|
2,211,647
|
2,248,531
|
||||||||
Adjustment for unamortized debt
|
|||||||||||
discount/premium, net, as of
|
|||||||||||
March 31, 2014
|
(16,244)
|
-
|
(16,244)
|
||||||||
Totals/Weighted Average
|
$
|
20,640
|
$
|
2,211,647
|
$
|
2,232,287
|
5.54
|
%
|
(a)
|
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.17 percent as of March 31, 2014, plus the applicable spread.
|
(b)
|
Includes outstanding borrowings of the Company’s unsecured revolving credit facility of $70 million which matures in 2017 with two six-month extension options with the payment of a fee.
|
(c)
|
Excludes amortized deferred financing costs pertaining to the Company’s unsecured revolving credit facility which amounted to $0.7 million for the three months ended March 31, 2014.
|
Operating Partnership's
|
Interest Rate -
|
|||
Unsecured Debt Ratings:
|
Applicable Basis Points
|
Facility Fee
|
||
Higher of S&P or Moody's
|
Above LIBOR
|
Basis Points
|
||
No ratings or less than BBB-/Baa3
|
170.0
|
35.0
|
||
BBB- or Baa3
|
130.0
|
30.0
|
||
BBB or Baa2(current)
|
110.0
|
20.0
|
||
BBB+ or Baa1
|
100.0
|
15.0
|
||
A- or A3 or higher
|
92.5
|
12.5
|
Common
|
Common
|
||
Stock
|
Units
|
Total
|
|
Outstanding at January 1, 2014
|
88,247,591
|
11,864,775
|
100,112,366
|
Common units redeemed for Common Stock
|
346,706
|
(346,706)
|
-
|
Shares issued under Dividend Reinvestment
|
|||
and Stock Purchase Plan
|
2,175
|
-
|
2,175
|
Restricted shares issued, net of cancellations
|
33,674
|
-
|
33,674
|
Outstanding at March 31, 2014
|
88,630,146
|
11,518,069
|
100,148,215
|
Payments Due by Period
|
|||||||||||||||||
Less than 1
|
1 – 3
|
4 – 5
|
6 – 10
|
After 10
|
|||||||||||||
(dollars in thousands)
|
Total
|
Year
|
Years
|
Years
|
Years
|
Years
|
|||||||||||
Senior unsecured notes
|
$
|
1,784,494
|
$
|
217,075
|
$
|
307,175
|
$
|
339,325
|
$
|
920,919
|
$
|
-
|
|||||
Revolving credit facility (a)
|
72,940
|
882
|
1,764
|
70,294
|
-
|
-
|
|||||||||||
Mortgages, loans payable
|
|||||||||||||||||
and other obligations (b)
|
892,258
|
220,009
|
335,141
|
337,108
|
-
|
-
|
|||||||||||
Payments in lieu of taxes
|
|||||||||||||||||
(PILOT)
|
35,837
|
3,306
|
14,324
|
8,815
|
9,392
|
-
|
|||||||||||
Ground lease payments
|
17,335
|
368
|
974
|
467
|
1,164
|
14,362
|
|||||||||||
Other
|
4,082
|
1,277
|
2,805
|
-
|
-
|
-
|
|||||||||||
Total
|
$
|
2,806,946
|
$
|
442,917
|
$
|
662,183
|
$
|
756,009
|
$
|
931,475
|
$
|
14,362
|
(a)
|
Interest payments assume LIBOR rate of 0.16 percent, which is the weighted average rate on this outstanding variable rate debt at March 31, 2014, plus the applicable spread.
|
(b)
|
Interest payments assume LIBOR rate of 0.17 percent, which is the weighted average rate on its outstanding variable rate mortgage debt at March 31, 2014, plus the applicable spread.
|
Three Months Ended
|
||||||
March 31,
|
||||||
2014
|
2013
|
|||||
Net income (loss) available to common shareholders
|
$
|
(15,298)
|
$
|
11,556
|
||
Add (deduct): Noncontrolling interests in Operating Partnership
|
(2,008)
|
973
|
||||
Noncontrolling interests in discontinued operations
|
-
|
622
|
||||
Real estate-related depreciation and amortization on
|
||||||
continuing operations (a)
|
47,448
|
46,432
|
||||
Real estate-related depreciation and amortization
|
||||||
on discontinued operations
|
-
|
3,453
|
||||
Funds from operations
|
$
|
30,142
|
$
|
63,036
|
(a)
|
Includes the Company’s share from unconsolidated joint ventures of $2,557 and $3,154 for the three months ended March 31, 2014 and 2013, respectively. Excludes non-real estate-related depreciation and amortization of $93 and $70 for the three months ended March 31, 2014 and 2013, respectively.
|
·
|
risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants;
|
·
|
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
|
·
|
the extent of any tenant bankruptcies or of any early lease terminations;
|
·
|
our ability to lease or re-lease space at current or anticipated rents;
|
·
|
changes in the supply of and demand for our properties;
|
·
|
changes in interest rate levels and volatility in the securities markets;
|
·
|
changes in operating costs;
|
·
|
our ability to obtain adequate insurance, including coverage for terrorist acts;
|
·
|
the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;
|
·
|
changes in governmental regulation, tax rates and similar matters; and
|
·
|
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
|
Item 3.
|
Quantitative And Qualitative Disclosures About Market Risk
|
March 31, 2014
|
|||||||||||||||||||||||||||||
Debt,
including current portion
|
4/1/14 -
|
Fair
|
|||||||||||||||||||||||||||
($s in thousands)
|
12/31/2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Sub-total
|
Other (a)
|
Total
|
Value
|
|||||||||||||||||||
Fixed Rate
|
$
|
141,018
|
$
|
158,552
|
$
|
277,660
|
$
|
397,573
|
$
|
237,532
|
$
|
885,543
|
$
|
2,097,878
|
$
|
(16,244)
|
$
|
2,081,634
|
$
|
2,138,055
|
|||||||||
Average Interest Rate
|
6.83
|
%
|
5.40
|
%
|
7.14
|
%
|
4.12
|
%
|
6.70
|
%
|
5.41
|
%
|
5.79
|
%
|
|||||||||||||||
Variable Rate
|
$
|
36,950
|
43,487
|
$
|
-
|
$
|
70,216
|
(b)
|
$
|
150,653
|
-
|
$
|
150,653
|
$
|
150,653
|
(b)
|
Includes $70 million of outstanding borrowings under the Company’s unsecured revolving credit facility which matures in 2017 with two six-month extension options with the payment of a fee.
|
(a)
|
Not Applicable.
|
|
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
|
Mack-Cali Realty Corporation
|
|||
(Registrant)
|
|||
Date: April 23, 2014
|
By:
|
/s/ Mitchell E. Hersh
|
|
Mitchell E. Hersh
|
|||
President and
|
|||
Chief Executive Officer
|
|||
(principal executive officer)
|
|||
Date: April 23, 2014
|
By:
|
/s/ Anthony Krug
|
|
Anthony Krug
|
|||
Chief Accounting Officer and
|
|||
Acting Chief Financial Officer
|
|||
(principal financial officer)
|
|||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
3.1
|
Articles of Restatement of Mack-Cali Realty Corporation dated September 18, 2009 (filed as Exhibit 3.2 to the Company’s Form 8-K dated September 17, 2009 and incorporated herein by reference).
|
||
3.2
|
Amended and Restated Bylaws of Mack-Cali Realty Corporation dated June 10, 1999 (filed as Exhibit 3.2 to the Company’s Form 8-K dated June 10, 1999 and incorporated herein by reference).
|
||
3.3
|
Amendment No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty Corporation dated March 4, 2003, (filed as Exhibit 3.3 to the Company’s Form 10-Q dated March 31, 2003 and incorporated herein by reference).
|
||
3.4
|
Amendment No. 2 to the Mack-Cali Realty Corporation Amended and Restated Bylaws dated May 24, 2006 (filed as Exhibit 3.1 to the Company’s Form 8-K dated May 24, 2006 and incorporated herein by reference).
|
||
3.5
|
Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
|
||
3.6
|
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Company’s and the Operating Partnership’s Registration Statement on Form S-3, Registration No. 333-57103, and incorporated herein by reference).
|
||
3.7
|
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 6, 1999 and incorporated herein by reference).
|
||
3.8
|
Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Company’s Form 10-Q dated September 30, 2003 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
4.1
|
Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
|
||
4.2
|
Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
|
||
4.3
|
Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
||
4.4
|
Supplemental Indenture No. 3 dated as of December 21, 2000, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 21, 2000 and incorporated herein by reference).
|
||
4.5
|
Supplemental Indenture No. 4 dated as of January 29, 2001, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated January 29, 2001 and incorporated herein by reference).
|
||
4.6
|
Supplemental Indenture No. 5 dated as of December 20, 2002, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 20, 2002 and incorporated herein by reference).
|
||
4.7
|
Supplemental Indenture No. 6 dated as of March 14, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
|
||
4.8
|
Supplemental Indenture No. 7 dated as of June 12, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated June 12, 2003 and incorporated herein by reference).
|
||
4.9
|
Supplemental Indenture No. 8 dated as of February 9, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated February 9, 2004 and incorporated herein by reference).
|
||
4.10
|
Supplemental Indenture No. 9 dated as of March 22, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 22, 2004 and incorporated herein by reference).
|
||
4.11
|
Supplemental Indenture No. 10 dated as of January 25, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 25, 2005 and incorporated herein by reference).
|
||
4.12
|
Supplemental Indenture No. 11 dated as of April 15, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 15, 2005 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
4.13
|
Supplemental Indenture No. 12 dated as of November 30, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 30, 2005 and incorporated herein by reference).
|
||
4.14
|
Supplemental Indenture No. 13 dated as of January 24, 2006, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 18, 2006 and incorporated herein by reference).
|
||
4.15
|
Supplemental Indenture No. 14 dated as of August 14, 2009, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated August 14, 2009 and incorporated herein by reference).
|
||
4.16
|
Supplemental Indenture No. 15 dated as of April 19, 2012, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 19, 2012 and incorporated herein by reference).
|
||
4.17
|
Supplemental Indenture No. 16 dated as of November 20, 2012, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee. (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 20, 2012 and incorporated herein by reference).
|
||
4.18
|
Supplemental Indenture No. 17 dates as of May 8, 2013, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated May 8, 2013 and incorporated herein by reference).
|
||
10.1
|
Amended and Restated Employment Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
||
10.2
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.4 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
||
10.3
|
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.6 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
||
10.4
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
||
10.5
|
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.7 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
||
10.6
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.8 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.7
|
Form of Multi-Year Restricted Share Award Agreement (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 12, 2007 and incorporated herein by reference).
|
||
10.8
|
Form of Tax Gross-Up Agreement (filed as Exhibit 10.2 to the Company’s Form 8-K dated September 12, 2007 and incorporated herein by reference).
|
||
10.9
|
Form of Restricted Share Award Agreement effective December 3, 2012 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz and Roger W. Thomas. (filed as Exhibit 10.1 to the Company's Form 8-K dated December 3, 2012 and incorporated herein by reference)
|
||
10.10
|
Form of Restricted Share Award Agreement effective December 3, 2012 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, Kenneth M. Duberstein, Nathan Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese and Roy J. Zuckerberg. (filed as Exhibit 10.2 to the Company's Form 8-K dated December 3, 2012 and incorporated herein by reference)
|
||
10.11
|
Contribution and Exchange Agreement among The MK Contributors, The MK Entities, The Patriot Contributors, The Patriot Entities, Patriot American Management and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated September 18, 1997 (filed as Exhibit 10.98 to the Company’s Form 8-K dated September 19, 1997 and incorporated herein by reference).
|
||
10.12
|
First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Company and the Mack Group (filed as Exhibit 10.99 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
|
||
10.13
|
Employee Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Company’s Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).
|
||
10.14
|
Director Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).
|
||
10.15
|
2000 Employee Stock Option Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-52478, and incorporated herein by reference), as amended by the First Amendment to the 2000 Employee Stock Option Plan (filed as Exhibit 10.17 to the Company’s Form 10-Q dated June 30, 2002 and incorporated herein by reference).
|
||
10.16
|
Amended and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-100244, and incorporated herein by reference).
|
||
10.17
|
Mack-Cali Realty Corporation 2004 Incentive Stock Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-116437, and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.18
|
Amended and Restated Mack-Cali Realty Corporation Deferred Compensation Plan for Directors (filed as Exhibit 10.3 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
||
10.19
|
Mack-Cali Realty Corporation 2013 Incentive Stock Plan (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-8 Registration No. 333-188729, and incorporated herein by reference).
|
||
10.20
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and William L. Mack dated October 22, 2002 (filed as Exhibit 10.101 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.21
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Mitchell E. Hersh dated October 22, 2002 (filed as Exhibit 10.102 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.22
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Alan S. Bernikow dated May 20, 2004 (filed as Exhibit 10.104 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.23
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Kenneth M. Duberstein dated September 13, 2005 (filed as Exhibit 10.106 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.24
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Nathan Gantcher dated October 22, 2002 (filed as Exhibit 10.107 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.25
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and David S. Mack dated December 11, 1997 (filed as Exhibit 10.108 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.26
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Alan G. Philibosian dated October 22, 2002 (filed as Exhibit 10.109 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.27
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Irvin D. Reid dated October 22, 2002 (filed as Exhibit 10.110 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.28
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Vincent Tese dated October 22, 2002 (filed as Exhibit 10.111 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.29
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Roy J. Zuckerberg dated October 22, 2002 (filed as Exhibit 10.113 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.30
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Barry Lefkowitz dated October 22, 2002 (filed as Exhibit 10.114 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.31
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Roger W. Thomas dated October 22, 2002 (filed as Exhibit 10.116 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.32*
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Anthony Krug dated October 22, 2002.
|
||
10.33*
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Jonathan Litt dated March 3, 2014.
|
||
10.34
|
Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and John Crandall (filed as Exhibit 10.29 to the Company's Form 10-Q dated September 30, 2002 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.35
|
Second Amendment to Contribution and Exchange Agreement, dated as of June 27, 2000, between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin Eastview North Company, L.P., the Company and the Operating Partnership (filed as Exhibit 10.44 to the Company's Form 10-K dated December 31, 2002 and incorporated herein by reference).
|
||
10.36
|
Contribution and Exchange Agreement by and between Mack-Cali Realty, L.P. and Tenth Springhill Lake Associates L.L.L.P., Eleventh Springhill Lake Associates L.L.L.P., Twelfth Springhill Lake Associates L.L.L.P., Fourteenth Springhill Lake Associates L.L.L.P., each a Maryland limited liability limited partnership, Greenbelt Associates, a Maryland general partnership, and Sixteenth Springhill Lake Associates L.L.L.P., a Maryland limited liability limited partnership, and certain other natural persons, dated as of November 21, 2005 (filed as Exhibit 10.69 to the Company's Form 10-K dated December 31, 2005 and incorporated herein by reference).
|
||
10.37
|
Term Loan Agreement among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, N.A. as Administrative Agent, J.P. Morgan Securities Inc. as Arranger, and other lender which may become parties to this Agreement dated November 29, 2006 (filed as Exhibit 10.120 to the Company's Form 10-K dated December 31, 2006 and incorporated herein by reference).
|
||
10.38
|
Agreement of Purchase and Sale among SLG Broad Street A LLC and SLG Broad Street C LLC, as Sellers, and M-C Broad 125 A L.L.C. and M-C Broad 125 C L.L.C., as Purchasers, dated as of March 15, 2007 (filed as Exhibit 10.121 to the Company's Form 10-Q dated March 31, 2007 and incorporated herein by reference).
|
||
10.39
|
Mortgage and Security Agreement and Financing Statement dated October 28, 2008 between M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Mortgagors and The Northwestern Mutual Life Insurance Company and New York Life Insurance Company as Mortgagees (filed as Exhibit 10.131 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
|
||
10.40
|
Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of The Northwestern Mutual Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008. (filed as Exhibit 10.132 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
|
||
10.41
|
Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of New York Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008 (filed as Exhibit 10.133 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
|
||
10.42
|
Guarantee of Recourse Obligations of Mack-Cali Realty, L.P. in favor of The Northwestern Mutual Life Insurance Company and New York Life Insurance Company dated October 28, 2008 (filed as Exhibit 10.134 to the Company's Form 10-Q dated September 30, 2008 and incorporated herein by reference).
|
||
10.43
|
Amended and Restated Loan Agreement by and among One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5 Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, collectively, as Borrowers and Gramercy Warehouse Funding I LLC, as Lender, dated April 29, 2009 (filed as Exhibit 10.144 to the Company's Form 10-Q dated March 31, 2009 and incorporated herein by reference).
|
||
10.44
|
Amended and Restated Promissory Note of One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5 Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, as Borrowers, in favor of Gramercy Warehouse Funding I, LLC, as Lender, dated April 29, 2009 (filed as Exhibit 10.145 to the Company's Form 10-Q dated March 31, 2009 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.45
|
Limited Liability Company Membership Interest Purchase and Sale Agreement dated April 29, 2009 by and among Gale SLG NJ LLC, Mack-Cali Ventures L.L.C., SLG Gale 55 Corporation LLC and 55 Corporate Partners L.L.C. (filed as Exhibit 10.146 to the Company's Form 10-Q dated March 31, 2009 and incorporated herein by reference).
|
||
10.46
|
Amended and Restated Master Loan Agreement dated as of January 15, 2010 among Mack-Cali Realty, L.P., and Affiliates of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P., as Borrowers, Mack-Cali Realty Corporation and Mack-Cali Realty L.P., as Guarantors and The Prudential Insurance Company of America and VPCM, LLC, as Lenders (filed as Exhibit 10.1 to the Company's Form 8-K dated January 15, 2010 and incorporated herein by reference).
|
||
10.47
|
Partial Recourse Guaranty of Mack-Cali Realty, L.P. dated as of January 15, 2010 to The Prudential Insurance Company of America and VPCM, LLC (filed as Exhibit 10.2 to the Company's Form 8-K dated January 15, 2010 and incorporated herein by reference).
|
||
10.48
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.165 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.49
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.166 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.50
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.167 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.51
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre IV in Bergen County, New Jersey filed as Exhibit 10.168 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.52
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali F Properties, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.169 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.53
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Chestnut Ridge, L.L.C., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.170 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.54
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.171 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.55
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.172 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
|
|
||
10.56
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.173 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.57
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.174 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.58
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.175 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.59
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.176 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.60
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.177 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.61
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.178 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.62
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.179 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.63
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali F Properties, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.180 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.64
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali F Properties, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.181 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.65
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.182 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.66
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. in favor of VPCM, LLC with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.183 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.67
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of The Prudential Insurance Company of America with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.184 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.68
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.185 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.69
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.186 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.70
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.187 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.71
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.188 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.72
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.189 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.73
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali F Properties, L.P. with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.190 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.74
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Chestnut Ridge, L.L.C. with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.191 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.75
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Realty, L.P. with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.192 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.76
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.193 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.77
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.194 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.78
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.195 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.79
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.196 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.80
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali F Properties, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.197 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.81
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.198 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.82
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.199 to the Company's Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.83
|
Development Agreement dated December 5, 2011 by and between M-C Plaza VI & VII L.L.C. and Ironstate Development LLC (filed as Exhibit 10.1 to the Company's Form 8-K dated December 5, 2011 and incorporated herein by reference).
|
||
10.84
|
Form of Amended and Restated Limited Liability Company Agreement (filed as Exhibit 10.2 to the Company's Form 8-K dated December 5, 2011 and incorporated herein by reference).
|
||
10.85
|
Third Amended and Restated Revolving Credit Agreement among Mack-Cali Realty, L.P., as borrower, and JPMorgan Chase Bank, N.A., as the administrative agent, the other agents listed therein and the lending institutions party thereto and referred to therein dated as of October 21, 2011 (filed as Exhibit 10.134 to the Company's Form 10-Q dated September 30, 2011 and incorporated herein by reference).
|
||
10.86
|
Fourth Amended and Restated Revolving Credit Agreement dated as of July 16, 2013 among Mack Cali Realty, L.P., as borrower, Mack-Cali Realty Corporation, as guarantor, and JPMorgan Chase Bank, N.A., as administrative agent and the several Lenders party thereto, as lenders (filed as Exhibit 10.1 to the Company's Form 8-K dated July 16, 2013 and incorporated herein by reference).
|
||
10.87
|
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
||
10.88
|
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.2 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
||
10.89
|
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.3 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
||
10.90
|
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company's Form 8-K dated June 12, 2013 and incorporated herein by reference).
|
||
10.91
|
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.2 to the Company's Form 8-K dated June 12, 2013 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.92
|
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.3 to the Company's Form 8-K dated June 12, 2013 and incorporated herein by reference).
|
||
10.93
|
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.7 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
||
10.94
|
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
||
10.95
|
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.9 to the Company's Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
||
10.96
|
Form of Restricted share Award Agreement effective December 10, 2013 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Anthony Krug (filed as Exhibit 10.1 to the Company's Form 8-K dated December 10, 2013 and incorporated herein by reference).
|
||
10.97
|
Form of Restricted Share Award Agreement effective December 10, 2013 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, Kenneth M. Duberstein, Nathan Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese and Roy J. Zuckerberg (filed as Exhibit 10.2 to the Company's Form 8-K dated December 10, 2013 and incorporated herein by reference).
|
||
10.98
|
Membership Interest and Asset Purchase Agreement, dated as of October 8, 2012 (the "Purchase Agreement"), by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation, Mack-Cali Realty Acquisition Corp., Roseland Partners, L.L.C., and, for the limited purposes stated in the Purchase Agreement, each of Marshall B. Tycher, Bradford R. Klatt and Carl Goldberg (filed as Exhibit 10.1 to the Company's Form 8-K dated October 8, 2012 and incorporated herein by reference).
|
||
10.99
|
Purchase and Sale Agreement, dated as of January 17, 2013 by and between Overlook Ridge Phase I, L.L.C., Overlook Ridge Phase IB, L.L.C. and Mack-Cali Realty Acquisition Corp. (filed as Exhibit 10.1 to the Company's Form 8-K dated January 17, 2012 and incorporated herein by reference)
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.100
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Pennsylvania Realty Associates, L.P., as seller, and Westlakes KPG III, LLC and Westlakes Land KPG III, LLC, as purchasers (filed as Exhibit 10.1 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.101
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between M-C Rosetree Associates, L.P., as seller, and Rosetree KPG III, LLC and Rosetree Land KPG III, LLC, as purchasers (filed as Exhibit 10.2 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.102
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali-R Company No. 1 L.P., as seller, and Plymouth Meeting KPG III, LLC, as purchaser (filed as Exhibit 10.3 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.103
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Stevens Airport Realty Associates L.P., as seller, and Airport Land KPG III, LLC, as purchaser (filed as Exhibit 10.4 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.104
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Airport Realty Associates L.P., as seller, and 100 Airport KPG III, LLC, 200 Airport KPG III, LLC and 300 Airport KPG III, LLC, as purchasers (filed as Exhibit 10.5 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.105
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Property Trust, as seller, and 1000 Madison KPG III, LLC, as purchaser (filed as Exhibit 10.6 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.106
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Monument 150 Realty L.L.C., as seller, and Monument KPG III, LLC, as purchaser (filed as Exhibit 10.7 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.107
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between 4 Sentry Realty L.L.C. and Five Sentry Realty Associates L.P., as sellers, and Four Sentry KPG, LLC and Five Sentry KPG III, LLC, as purchasers (filed as Exhibit 10.8 to the Company's Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
||
10.108
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Talleyrand Realty Associates, L.L.C., as seller, and H'Y2 Talleyrand, LLC, as purchaser (filed as Exhibit 10.1 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.109
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 400 Chestnut Realty L.L.C., as seller, and H'Y2 400 Chestnut Ridge, LLC, as purchaser (filed as Exhibit 10.2 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.110
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 470 Chestnut Realty L.L.C., as seller, and H'Y2 470 Chestnut Ridge, LLC, as purchaser (filed as Exhibit 10.3 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
Exhibit
|
|||
Number
|
Exhibit Title
|
||
10.111
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 530 Chestnut Realty L.L.C., as seller, and H'Y2 530 Chestnut Ridge, LLC, as purchaser (filed as Exhibit 10.4 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.112
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Mack-Cali Taxter Associates, L.L.C., as seller, and H'Y2 Taxter, LLC, as purchaser (filed as Exhibit 10.5 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.113
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Mack-Cali CW Realty Associates, L.L.C., as seller, and H'Y2 570 Taxter, LLC, as purchaser (filed as Exhibit 10.6 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.114
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 1717 Realty Associates L.L.C., as seller, and H'Y2 Ruote 208, LLC, as purchaser (filed as Exhibit 10.7 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.115
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Knightsbridge Realty L.L.C., as seller, and H'Y2 400 Knightsbridge, LLC, as purchaser (filed as Exhibit 10.8 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.116
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between Kemble Plaza II Realty L.L.C., as seller, and H'Y2 400 Mt Kemble, LLC, as purchaser (filed as Exhibit 10.9 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
10.117
|
Agreement of Sale and Purchase dated as of February 24, 2014 by and between 1266 Soundview Realty L.L.C., as seller, and H'Y2 Stamford, LLC, as purchaser (filed as Exhibit 10.10 to the Company's Form 8-K dated February 24, 2014 and incorporated herein by reference).
|
||
1.
|
I have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 23, 2014
|
By:
|
/s/ Mitchell E. Hersh
|
Mitchell E. Hersh
|
||
President and
|
||
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 23, 2014
|
By:
|
/s/ Anthony Krug
|
|
Anthony Krug
|
|||
Chief Accounting Officer and
|
|||
Acting Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 23, 2014
|
By:
|
/s/ Mitchell E. Hersh
|
Mitchell E. Hersh
|
||
President and
|
||
Chief Executive Officer
|
||
Date: April 23, 2014
|
By:
|
/s/ Anthony Krug
|
Anthony Krug
|
||
Chief Accounting Officer and
|
||
Acting Chief Financial Officer
|
||