For the quarterly period ended June 30, 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 July 23, 2014, there were 88,986,073 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
|
June 30,
|
December 31,
|
||||
ASSETS
|
2014
|
2013
|
|||
Rental property
|
|||||
Land and leasehold interests
|
$
|
725,542
|
$
|
750,658
|
|
Buildings and improvements
|
3,807,642
|
3,915,800
|
|||
Tenant improvements
|
423,988
|
456,003
|
|||
Furniture, fixtures and equipment
|
9,461
|
7,472
|
|||
4,966,633
|
5,129,933
|
||||
Less – accumulated depreciation and amortization
|
(1,389,202)
|
(1,400,988)
|
|||
Net investment in rental property
|
3,577,431
|
3,728,945
|
|||
Cash and cash equivalents
|
80,943
|
221,706
|
|||
Investments in unconsolidated joint ventures
|
265,866
|
181,129
|
|||
Unbilled rents receivable, net
|
126,111
|
136,304
|
|||
Deferred charges, goodwill and other assets
|
266,760
|
218,519
|
|||
Restricted cash
|
26,405
|
19,794
|
|||
Accounts receivable, net of allowance for doubtful accounts
|
|||||
of $2,163 and $2,832
|
11,256
|
8,931
|
|||
Total assets
|
$
|
4,354,772
|
$
|
4,515,328
|
|
LIABILITIES AND EQUITY
|
|||||
Senior unsecured notes
|
$
|
1,417,141
|
$
|
1,616,575
|
|
Revolving credit facility
|
56,000
|
-
|
|||
Mortgages, loans payable and other obligations
|
735,127
|
746,191
|
|||
Dividends and distributions payable
|
15,173
|
29,938
|
|||
Accounts payable, accrued expenses and other liabilities
|
140,546
|
121,286
|
|||
Rents received in advance and security deposits
|
48,932
|
53,730
|
|||
Accrued interest payable
|
25,973
|
29,153
|
|||
Total liabilities
|
2,438,892
|
2,596,873
|
|||
Commitments and contingencies
|
|||||
Equity:
|
|||||
Mack-Cali Realty Corporation stockholders’ equity:
|
|||||
Common stock, $0.01 par value, 190,000,000 shares authorized,
|
|||||
88,982,062 and 88,247,591 shares outstanding
|
890
|
882
|
|||
Additional paid-in capital
|
2,554,841
|
2,539,326
|
|||
Dividends in excess of net earnings
|
(902,036)
|
(897,849)
|
|||
Total Mack-Cali Realty Corporation stockholders’ equity
|
1,653,695
|
1,642,359
|
|||
Noncontrolling interests in subsidiaries:
|
|||||
Operating Partnership
|
207,479
|
220,813
|
|||
Consolidated joint ventures
|
54,706
|
55,283
|
|||
Total noncontrolling interests in subsidiaries
|
262,185
|
276,096
|
|||
Total equity
|
1,915,880
|
1,918,455
|
|||
Total liabilities and equity
|
$
|
4,354,772
|
$
|
4,515,328
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
REVENUES
|
2014
|
2013
|
2014
|
2013
|
||||||||
Base rents
|
$
|
133,210
|
$
|
135,438
|
$
|
267,261
|
$
|
269,061
|
||||
Escalations and recoveries from tenants
|
16,996
|
17,456
|
42,564
|
36,944
|
||||||||
Construction services
|
-
|
6,746
|
-
|
14,972
|
||||||||
Real estate services
|
7,009
|
6,642
|
13,701
|
13,085
|
||||||||
Parking income
|
2,236
|
1,597
|
4,350
|
2,989
|
||||||||
Other income
|
849
|
467
|
2,020
|
2,208
|
||||||||
Total revenues
|
160,300
|
168,346
|
329,896
|
339,259
|
||||||||
EXPENSES
|
||||||||||||
Real estate taxes
|
23,375
|
19,834
|
47,726
|
41,483
|
||||||||
Utilities
|
14,573
|
13,739
|
42,854
|
30,027
|
||||||||
Operating services
|
27,840
|
25,327
|
57,062
|
50,635
|
||||||||
Direct construction costs
|
-
|
6,511
|
-
|
14,336
|
||||||||
Real estate services expenses
|
6,571
|
5,304
|
13,280
|
10,257
|
||||||||
General and administrative
|
13,673
|
13,111
|
36,554
|
25,084
|
||||||||
Depreciation and amortization
|
44,711
|
45,665
|
89,696
|
89,013
|
||||||||
Total expenses
|
130,743
|
129,491
|
287,172
|
260,835
|
||||||||
Operating income
|
29,557
|
38,855
|
42,724
|
78,424
|
||||||||
OTHER (EXPENSE) INCOME
|
||||||||||||
Interest expense
|
(28,159)
|
(31,270)
|
(58,105)
|
(61,139)
|
||||||||
Interest and other investment income
|
922
|
1,094
|
1,308
|
1,100
|
||||||||
Equity in earnings (loss) of unconsolidated joint ventures
|
443
|
(80)
|
(792)
|
(1,830)
|
||||||||
Realized gains (losses) and unrealized losses on disposition
|
||||||||||||
of rental property, net
|
54,584
|
-
|
54,584
|
-
|
||||||||
Total other (expense) income
|
27,790
|
(30,256)
|
(3,005)
|
(61,869)
|
||||||||
Income from continuing operations
|
57,347
|
8,599
|
39,719
|
16,555
|
||||||||
Discontinued operations:
|
||||||||||||
Income from discontinued operations
|
-
|
4,530
|
-
|
9,663
|
||||||||
Loss from early extinguishment of debt
|
-
|
(703)
|
-
|
(703)
|
||||||||
Realized gains (losses) and unrealized losses on disposition
|
||||||||||||
of rental property, net
|
-
|
13,758
|
-
|
13,758
|
||||||||
Total discontinued operations
|
-
|
17,585
|
-
|
22,718
|
||||||||
Net income
|
57,347
|
26,184
|
39,719
|
39,273
|
||||||||
Noncontrolling interest in consolidated joint ventures
|
290
|
62
|
612
|
124
|
||||||||
Noncontrolling interest in Operating Partnership
|
(6,514)
|
(1,048)
|
(4,506)
|
(2,021)
|
||||||||
Noncontrolling interest in discontinued operations
|
-
|
(2,127)
|
-
|
(2,749)
|
||||||||
Net income available to common shareholders
|
$
|
51,123
|
$
|
23,071
|
$
|
35,825
|
$
|
34,627
|
||||
Basic earnings per common share:
|
||||||||||||
Income from continuing operations
|
$
|
0.58
|
$
|
0.09
|
$
|
0.40
|
$
|
0.16
|
||||
Discontinued operations
|
-
|
0.17
|
-
|
0.23
|
||||||||
Net income available to common shareholders
|
$
|
0.58
|
$
|
0.26
|
$
|
0.40
|
$
|
0.39
|
||||
Diluted earnings per common share:
|
||||||||||||
Income from continuing operations
|
$
|
0.58
|
$
|
0.09
|
$
|
0.40
|
$
|
0.16
|
||||
Discontinued operations
|
-
|
0.17
|
-
|
0.23
|
||||||||
Net income available to common shareholders
|
$
|
0.58
|
$
|
0.26
|
$
|
0.40
|
$
|
0.39
|
||||
Basic weighted average shares outstanding
|
88,691
|
87,708
|
88,491
|
87,688
|
||||||||
Diluted weighted average shares outstanding
|
100,023
|
99,895
|
99,964
|
99,892
|
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
|
-
|
-
|
-
|
35,825
|
3,894
|
39,719
|
|||||||||||
Common stock dividends
|
-
|
-
|
-
|
(40,012)
|
-
|
(40,012)
|
|||||||||||
Common unit distributions
|
-
|
-
|
-
|
(5,129)
|
(5,129)
|
||||||||||||
Increase in noncontrolling interest
|
-
|
-
|
-
|
-
|
35
|
35
|
|||||||||||
Redemption of common units
|
|||||||||||||||||
for common stock
|
701
|
7
|
12,866
|
-
|
(12,873)
|
-
|
|||||||||||
Shares issued under Dividend
|
|||||||||||||||||
Reinvestment and Stock Purchase Plan
|
4
|
-
|
77
|
-
|
-
|
77
|
|||||||||||
Director deferred compensation plan
|
-
|
-
|
213
|
-
|
-
|
213
|
|||||||||||
Stock compensation
|
29
|
1
|
2,521
|
-
|
-
|
2,522
|
|||||||||||
Rebalancing of ownership percentage
|
|||||||||||||||||
between parent and subsidiaries
|
-
|
-
|
(162)
|
-
|
162
|
-
|
|||||||||||
Balance at June 30, 2014
|
88,982
|
$
|
890
|
$
|
2,554,841
|
$
|
(902,036)
|
$
|
262,185
|
$
|
1,915,880
|
Six Months Ended
|
||||||
June 30,
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
2014
|
2013
|
||||
Net income
|
$
|
39,719
|
$
|
39,273
|
||
Adjustments to reconcile net income to net cash provided by
|
||||||
Operating activities:
|
||||||
Depreciation and amortization, including related intangible assets
|
90,460
|
88,950
|
||||
Depreciation and amortization on discontinued operations
|
-
|
6,442
|
||||
Amortization of deferred stock units
|
213
|
-
|
||||
Amortization of stock compensation
|
5,563
|
1,687
|
||||
Amortization of deferred financing costs and debt discount
|
1,528
|
1,582
|
||||
Equity in (earnings) loss of unconsolidated joint venture, net
|
792
|
1,830
|
||||
Distributions of cumulative earnings from unconsolidated joint ventures
|
3,756
|
4,712
|
||||
Realized (gains) and unrealized losses on disposition of rental property, net
|
(54,584)
|
(13,758)
|
||||
Changes in operating assets and liabilities:
|
||||||
Increase in unbilled rents receivable, net
|
(3,551)
|
(8,216)
|
||||
Increase in deferred charges, goodwill and other assets
|
(8,592)
|
(16,859)
|
||||
(Increase) decrease in accounts receivable, net
|
(2,325)
|
1,171
|
||||
Increase in accounts payable, accrued expenses and other liabilities
|
19,946
|
3,120
|
||||
Decrease in rents received in advance and security deposits
|
(4,798)
|
(6,758)
|
||||
(Decrease) increase in accrued interest payable
|
(3,180)
|
1,007
|
||||
Net cash provided by operating activities
|
$
|
84,947
|
$
|
104,183
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||
Rental property acquisitions and related intangibles
|
$
|
(37,696)
|
$
|
(149,200)
|
||
Rental property additions and improvements
|
(41,825)
|
(39,688)
|
||||
Development of rental property, other related costs and deposits
|
(7,896)
|
(12,204)
|
||||
Proceeds from the sale of rental property
|
190,798
|
161,727
|
||||
Investments in notes receivable
|
(62,276)
|
-
|
||||
Repayment of notes receivable
|
250
|
83
|
||||
Investment in unconsolidated joint ventures
|
(38,948)
|
(31,500)
|
||||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
837
|
20,354
|
||||
Increase in restricted cash
|
(6,611)
|
(300)
|
||||
Net cash used in investing activities
|
$
|
(3,367)
|
$
|
(50,728)
|
||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||
Borrowings from revolving credit facility
|
$
|
233,500
|
$
|
289,000
|
||
Repayment of revolving credit facility
|
(177,500)
|
(289,000)
|
||||
Proceeds from senior unsecured notes
|
-
|
268,928
|
||||
Repayment of senior unsecured notes
|
(200,000)
|
(100,000)
|
||||
Proceeds from mortgages and loans payable
|
28,135
|
1,798
|
||||
Repayment of mortgages, loans payable and other obligations
|
(42,469)
|
(9,420)
|
||||
Payment of contingent consideration
|
(3,936)
|
(2,755)
|
||||
Payment of financing costs
|
(198)
|
(2,643)
|
||||
Payment of dividends and distributions
|
(59,875)
|
(89,669)
|
||||
Net cash (used in) provided by financing activities
|
$
|
(222,343)
|
$
|
66,239
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(140,763)
|
$
|
119,694
|
||
Cash and cash equivalents, beginning of period
|
221,706
|
58,245
|
||||
Cash and cash equivalents, end of period
|
$
|
80,943
|
$
|
177,939
|
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 June 30, 2014 and 2013, respectively, and $1.8 and $1.7 million for the six months ended June 30, 2014 and 2013, respectively. Included in total rental property is construction, tenant improvement and development in-progress of $44.2 million and $40.8 million as of June 30, 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 $759,000 and $809,000 for the three months ended June 30, 2014 and 2013, respectively, $1,528,000 and $1,582,000 for the six months ended June 30, 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 $845,000 and $1,033,000 for the three months ended June 30, 2014 and 2013, respectively, and $1,876,000 and $2,206,000 for the six months ended June 30, 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 performs a detailed review of amounts due from tenants to determine if an allowance for doubtful accounts is required based on factors affecting the collectability of the accounts receivable balances. The factors considered by management in determining which individual tenant receivable balances, or aggregate receivable balances, require a collectability allowance include the age of the receivable, the tenant’s payment history, the nature of the charges, any communications regarding the charges and other related information. 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 June 30, 2014, the Company had a deferred tax asset with a balance of approximately $14.1 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 June 30, 2014 represents dividends payable to common shareholders (88,730,563 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,161,018 common units) for all such holders of record as of July 3, 2014 with respect to the second quarter 2014. The second quarter 2014 common stock dividends and common unit distributions of $0.15 per common share and unit were approved by the Board of Directors on May 30, 2014. The common stock dividends and common unit distributions payable were paid on July 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 $877,000 and $461,000 for the three months ended June 30, 2014 and 2013, respectively, and $4,264,000 (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 $1,306,000 for the six months ended June 30, 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 and six months ended June 30, 2014 and 2013, and no accumulated other comprehensive income as of June 30, 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 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.
|
|
|
Andover
|
|||
Place
|
|||
Land
|
$
|
8,535
|
|
Buildings and improvements
|
27,609
|
||
Furniture, fixtures and equipment
|
459
|
||
In-place lease values (1)
|
1,118
|
||
37,721
|
|||
Less: Below market lease values (1)
|
(25)
|
||
Net cash paid at acquisition
|
$
|
37,696
|
|
Rentable
|
Net
|
Net
|
|||||||||||
Sale
|
# of
|
Square
|
Sales
|
Book
|
Realized
|
||||||||
Date
|
Property/Address
|
Location
|
Bldgs.
|
Feet
|
Proceeds
|
Value
|
Gain
|
||||||
04/23/14
|
22 Sylvan Way
|
Parsippany, New Jersey
|
1
|
249,409
|
$
|
94,897
|
$
|
60,244
|
$
|
34,653
|
|||
06/23/14
|
30 Knightsbridge Road (a)
|
Piscataway, New Jersey
|
4
|
680,350
|
54,641
|
52,361
|
2,280
|
||||||
06/23/14
|
470 Chestnut Ridge Road (a) (b)
|
Woodcliff Lake, New Jersey
|
1
|
52,500
|
7,195
|
7,109
|
86
|
||||||
06/23/14
|
530 Chestnut Ridge Road (a) (b)
|
Woodcliff Lake, New Jersey
|
1
|
57,204
|
6,299
|
6,235
|
64
|
||||||
06/27/14
|
400 Rella Boulevard
|
Suffern, New York
|
1
|
180,000
|
27,539
|
10,938
|
16,601
|
||||||
06/30/14
|
412 Mount Kemble Avenue (a)
|
Morris Township, New Jersey
|
1
|
475,100
|
44,751
|
43,851
|
900
|
||||||
Totals:
|
9
|
1,694,563
|
$
|
235,322
|
$
|
180,738
|
$
|
54,584
|
|||||
(a)
|
The Company completed the sale of these properties for approximately $117 million: $114.6 million in cash and subordinated equity interests in each of the properties sold with capital accounts aggregating $2.4 million. Net sale proceeds from the sale aggregated $112.9 million which was comprised of the $117 million gross sales price less the subordinated equity interests of $2.4 million and $1.7 million in closing costs. The purchasers of these properties are joint ventures formed between the Company and affiliates of the Keystone Property Group (“Keystone Entities”). The senior equity will receive a 15 percent internal rate of return (“IRR”) after which the subordinated equity will receive a ten percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company. In connection with these partial sale transactions, because the buyer receives a preferential return, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinate equity interest at zero. The Company has contracts with Keystone Entities to sell an additional seven of its office properties in New Jersey, New York and Connecticut, aggregating approximately 928,258 square feet, for approximately $104 million, comprised of: $78.3 million in cash from a combination of Keystone Entities senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties being sold with capital accounts aggregating $18.8 million; and Company pari passu equity interests in three of the properties being sold aggregating $6.9 million.
|
(b)
|
The Company recorded an impairment charge of $3.9 million on these properties at December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||
Total revenues
|
$
|
6,547
|
$
|
9,235
|
$
|
16,302
|
$
|
18,478
|
||||
Operating and other expenses
|
(3,208)
|
(3,918)
|
(8,764)
|
(7,099)
|
||||||||
Depreciation and amortization
|
(1,433)
|
(2,190)
|
(3,379)
|
(4,376)
|
||||||||
Interest income
|
3
|
-
|
3
|
-
|
||||||||
Income from properties sold
|
1,909
|
3,127
|
4,162
|
7,003
|
||||||||
Number of
|
Company's
|
Company's
|
Property Debt
|
|||||||||||
Apartment Units
|
Effective
|
Carrying
|
Maturity
|
Interest
|
||||||||||
Entity / Property Name
|
or Square Feet (sf)
|
Ownership % (a)
|
Amount
|
Balance
|
Date
|
Rate
|
||||||||
Multi-family
|
||||||||||||||
Marbella RoseGarden, L.L.C./ Marbella (b)
|
412
|
units
|
24.27
|
%
|
$
|
15,782
|
$
|
95,000
|
05/01/18
|
4.99
|
%
|
|||
RoseGarden Monaco Holdings, L.L.C./ Monaco (North and South) (b)
|
523
|
units
|
15.00
|
%
|
2,686
|
165,000
|
02/01/21
|
4.19
|
%
|
|||||
Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station (b)
|
217
|
units
|
25.00
|
%
|
496
|
39,021
|
07/01/15
|
4.00
|
%
|
|||||
PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial (b)
|
236
|
units
|
50.00
|
%
|
-
|
57,500
|
09/01/20
|
4.32
|
%
|
|||||
Rosewood Morristown, L.L.C. / Metropolitan at 40 Park (c) (d)
|
130
|
units
|
12.50
|
%
|
6,257
|
46,217
|
(e)
|
(e)
|
||||||
Overlook Ridge JV, L.L.C./ Quarrystone (b) (f)
|
251
|
units
|
25.00
|
%
|
-
|
75,366
|
(g)
|
(g)
|
||||||
Overlook Ridge JV 2C/3B, L.L.C./Overlook Ridge 2C & 3B (b)
|
371
|
units
|
25.00
|
%
|
-
|
41,006
|
12/28/15
|
L+2.50
|
%
|
(h)
|
||||
PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial (b)
|
316
|
units
|
25.00
|
%
|
1,950
|
76,334
|
07/15/21
|
6.00
|
%
|
(i)
|
||||
Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C) (b)
|
355
|
units
|
7.50
|
%
|
-
|
72,619
|
06/27/16
|
L+2.10
|
%
|
(j)
|
||||
Crystal House Apartments Investors LLC / Crystal House (k)
|
828
|
units
|
25.00
|
%
|
26,458
|
165,000
|
03/19/20
|
3.17
|
%
|
|||||
Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7 (b)
|
176
|
units
|
38.25
|
%
|
2,655
|
20,007
|
12/05/15
|
L+2.50
|
%
|
(l)
|
||||
PruRose Port Imperial South 13, LLC / Port Imperial Bldg 13 (b)
|
280
|
units
|
20.00
|
%
|
1,685
|
26,097
|
06/27/16
|
L+2.15
|
%
|
(m)
|
||||
Roseland/Port Imperial Partners, L.P./ Riverwalk C (b) (n)
|
363
|
units
|
20.00
|
%
|
1,926
|
-
|
-
|
-
|
||||||
RoseGarden Marbella South, L.L.C./ Marbella II (b)
|
311
|
units
|
24.27
|
%
|
8,580
|
12,503
|
03/30/17
|
L+2.25
|
%
|
(o)
|
||||
Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B) (b)
|
227
|
units
|
7.50
|
%
|
-
|
22,157
|
01/25/17
|
L+2.10
|
%
|
(p)
|
||||
Riverpark at Harrison I, L.L.C./ Riverpark at Harrison
|
141
|
units
|
36.00
|
%
|
4,247
|
13,370
|
06/27/16
|
L+2.35
|
%
|
(q)
|
||||
Capitol Place Mezz LLC / Station Townhouses
|
377
|
units
|
50.00
|
%
|
47,978
|
45,039
|
07/01/33
|
4.82
|
%
|
(r)
|
||||
Harborside Unit A Urban Renewal, L.L.C. / URL Harborside
|
763
|
units
|
85.00
|
%
|
22,150
|
-
|
-
|
-
|
||||||
Overlook Ridge, L.L.C./Overlook Ridge Land
|
896
|
potential units
|
50.00
|
%
|
-
|
16,940
|
03/02/15
|
L+3.50
|
%
|
|||||
RoseGarden Monaco, L.L.C./ San Remo Land
|
300
|
potential units
|
41.67
|
%
|
1,255
|
-
|
-
|
-
|
||||||
Grand Jersey Waterfront URA, L.L.C./ Liberty Landing
|
1,000
|
potential units
|
50.00
|
%
|
337
|
-
|
-
|
-
|
||||||
Office
|
||||||||||||||
Red Bank Corporate Plaza, L.L.C./ Red Bank
|
92,878
|
sf
|
50.00
|
%
|
3,771
|
16,240
|
05/17/16
|
L+3.00
|
%
|
(s)
|
||||
12 Vreeland Associates, L.L.C./ 12 Vreeland Road
|
139,750
|
sf
|
50.00
|
%
|
5,658
|
14,717
|
07/01/23
|
2.87
|
%
|
|||||
BNES Associates III / Offices at Crystal Lake
|
106,345
|
sf
|
31.25
|
%
|
1,899
|
7,057
|
11/01/23
|
4.76
|
%
|
|||||
Hillsborough 206 Holdings, L.L.C./ Hillsborough 206
|
160,000
|
sf
|
50.00
|
%
|
1,962
|
-
|
-
|
-
|
||||||
KPG-P 100 IMW JV, LLC / 100 Independence Mall West
|
339,615
|
sf
|
33.33
|
%
|
751
|
61,500
|
09/09/16
|
L+7.00
|
%
|
(t)
|
||||
Keystone-Penn
|
1,842,820
|
sf
|
(u)
|
-
|
200,601
|
(v)
|
(v)
|
|||||||
Keystone-TriState
|
1,266,384
|
sf
|
(u)
|
-
|
118,890
|
(w)
|
(w)
|
|||||||
KPG-MCG Curtis JV, L.L.C./ Curtis Center
|
885,000
|
sf
|
50.00
|
%
|
2,187
|
-
|
-
|
-
|
||||||
Curtis Center TIC I and II LLC / Curtis Center
|
n/a
|
(x)
|
61,296
|
-
|
-
|
-
|
||||||||
Other
|
||||||||||||||
Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)
|
1,225,000
|
sf
|
50.00
|
%
|
3,848
|
-
|
-
|
-
|
||||||
Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial (b)
|
30,745
|
sf
|
20.00
|
%
|
1,883
|
-
|
-
|
-
|
||||||
South Pier at Harborside / Hyatt Regency Jersey City on the Hudson
|
350
|
rooms
|
50.00
|
%
|
-
|
66,799
|
(y)
|
(y)
|
||||||
Stamford SM LLC / Senior Mezzanine Loan (z)
|
n/a
|
n/a
|
80.00
|
%
|
37,418
|
-
|
-
|
-
|
||||||
Other (aa)
|
751
|
-
|
-
|
-
|
||||||||||
Totals:
|
$
|
265,866
|
$
|
1,474,980
|
(a)
|
Company's effective ownership % represents the Company's entitlement to residual distributions after payments of priority returns, where applicable.
|
(b)
|
The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the Company is not expected to meaningfully participate in the venture's cash flows in the near term.
|
(c)
|
Through the joint venture, the Company also owns a 12.5 percent interest in a 50,973 square feet of retail building ("Shops at 40 Park") and a 25 percent interest in a to-be-built 59-unit, five story multi-family rental development property ("Lofts at 40 Park").
|
(d)
|
The Company's ownership interests in this venture are subordinate to its partner's preferred capital balance and the payment of the outstanding balance remaining on a note ($975 as of June 30, 2014), and is not expected to meaningfully participate in the venture's cash flows in the near term.
|
(e)
|
Property debt balance consists of: (i) a loan, collateralized by the Metropolitan at 40 Park, has a balance of $38,600, bears interest at 3.25 percent, matures in September 2020 and is interest only through September 2015; (ii) loan, collateralized by the Shops at 40 Park, has a balance of $6,500, bears interest at 3.63 percent, matures in August 2018 and is interest-only through July 2015; and (iii) the loan, collateralized by the Lofts at 40 Park, has a balance of $1,117, bears interest at LIBOR plus 250 basis points and matures in September 2015. The Shops at 40 Park mortgage loan also provides for additional borrowing proceeds of $1 million based on certain preferred thresholds being achieved.
|
(f)
|
Through the joint venture, the Company also owns a 50 percent interest in a land parcel ("Overlook Phase III Land") that can accommodate the development of approximately 240 apartment units.
|
(g)
|
Property debt balance consists of: (i) a loan, collateralized by the Overlook Phase III Land, has a balance of $5,709, bears interest at a rate of LIBOR plus 250 basis points, matures in April 2015 and, subject to certain conditions, provides for a one-year extension option with a fee of 25 basis points, and (ii) the senior loan, collateralized by the Quarrystone property, has a balance of $52,657, bears interest at LIBOR plus 200 basis, matures in March 2016 and (iii) the junior loan, with a balance of $17,000, bears interest at LIBOR plus 90 basis points, matures in March 2016 and is collateralized by a $17,000 letter of credit provided by an affiliate of the partner.
|
(h)
|
The construction loan has a maximum borrowing amount of $55,500 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 3.0875 percent per annum on an initial notional amount of $1,840, increasing to $50,800, for the period from September 3, 2013 to November 2, 2015.
|
(i)
|
The construction loan has a maximum borrowing amount of $83,113.
|
(j)
|
The construction loan has a maximum borrowing amount of $91,000 and provides, subject to certain conditions, a one-year extension option with a fee of 25 basis points.
|
(k)
|
The Company also owns a 50 percent interest in a vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved.
|
(l)
|
The construction loan has a maximum borrowing amount of $42,500 and provides, subject to certain conditions, two two-year extension options with a fee of 12.5 basis points for the first two-year extension and 25 basis points for the second two-year extension.
|
(m)
|
The construction loan has a maximum borrowing amount of $73,350 and provides, subject to certain conditions, one-year extension option followed by a six-month extension option with a fee of 25 basis points each. The joint venture has a swap agreement that fixes the all-in rate to 2.79 percent per annum on an initial notional amount of $1,620, increasing to $69,500 for the period from July 1, 2013 to January 1, 2016.
|
(n)
|
The Company also owns a 20 percent residual interest in undeveloped land parcels: parcels 6, I, and J ("Port Imperial North Land") that can accommodate the development of 836 apartment units.
|
(o)
|
The construction loan has a maximum borrowing amount of $77,400 and provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points for each year.
|
(p)
|
The construction loan has a maximum borrowing amount of $57,000 and provides, subject to certain conditions, a one-year extension option with a fee of 25 basis points.
|
(q)
|
The construction loan has a maximum borrowing amount of $23,400 and provides, subject to certain conditions, two one-year extension options with a fee of 20 basis points for each year.
|
(r)
|
The construction loan has a maximum borrowing amount of $100,700 with amortization starting in August 2017.
|
(s)
|
The joint venture has a swap agreement that fixes the all-in rate to 3.99375 percent per annum on an initial notional amount of $13,650 and then adjusting in accordance with an amortization schedule, which is effective from October 17, 2011 through loan maturity.
|
(t)
|
The mortgage loan has two one-year extension options, subject to certain conditions, and includes a $25 million construction reserve.
|
(u)
|
The Company’s equity interests in the joint ventures will be subordinated to affiliates of the Keystone Property Group receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a ten percent IRR on its subordinate equity and then all profit will be split equally.
|
(v)
|
Principal balance of $127,600 bears interest at 5.114 percent and matures in August 27, 2023; principal balance of $62,577 bears interest at rates ranging from LIBOR+5.0 percent to LIBOR+5.75 percent and matures in August 27, 2016; principal balance of $10,425 bears interest at LIBOR+6.0 percent matures in August 27, 2015.
|
(w)
|
Principal balance of $77,650 bears interest at rates ranging from 4.888 percent to 4.93 percent and matures on July 6, 2024; principal balance of $41,240 bears interest at LIBOR+4.95 percent and matures on July 1, 2017.
|
(x)
|
Includes undivided interests in the same manner as investments in noncontrolled partnership, pursuant to ASC 970-323-25-12. See discussion in Recent Transactions following in this footnote.
|
(y)
|
Balance includes: (i) mortgage loan, collateralized by the hotel property, has a balance of $62,175, bears interest at 6.15 percent and matures in November 2016, and (ii) loan with a balance of $4.6 million, bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 1, 2020. The Company posted a $4.6 million letter of credit in support of this loan, half of which is indemnified by the partner.
|
(z)
|
The joint venture owns a senior mezzanine loan ("Mezz Loan") with a face value of $50,000 and is secured by the equity interests in a seven-building portfolio containing 1.67 million square feet of Class A office space and 106 residential rental units totaling 70,500 square feet. The interest-only Mezz Loan has a carrying value of $46,505 and is subject to an agreement that provides, subject to certain conditions, for the payment of principal proceeds above $47,000 to another party. The Mezz loan bears interest at LIBOR plus 325 basis points and matures in August 2014. The joint venture is evaluating its option regarding its investment as the loan approaches maturity.
|
(aa)
|
The Company owns other interests in various unconsolidated joint ventures, including interests in assets previously owned and interest in ventures whose businesses are related to its core operations. These ventures are not expected to significantly impact the Company's operations in the near term.
|
June 30,
|
December 31,
|
|||||
2014
|
2013
|
|||||
Assets:
|
||||||
Rental property, net
|
$
|
1,202,271
|
$
|
755,049
|
||
Loan receivable
|
46,505
|
45,050
|
||||
Other assets
|
486,239
|
582,990
|
||||
Total assets
|
$
|
1,735,015
|
$
|
1,383,089
|
||
Liabilities and partners'/
|
||||||
members' capital:
|
||||||
Mortgages and loans payable
|
$
|
844,476
|
$
|
637,709
|
||
Other liabilities
|
211,959
|
87,231
|
||||
Partners'/members' capital
|
678,580
|
658,149
|
||||
Total liabilities and
|
||||||
partners'/members' capital
|
$
|
1,735,015
|
$
|
1,383,089
|
June 30,
|
December 31,
|
||||
Entity / Property Name
|
2014
|
2013
|
|||
Marbella RoseGarden, L.L.C./ Marbella
|
$
|
15,782
|
$
|
15,797
|
|
RoseGarden Monaco Holdings, L.L.C./ Monaco (North and South)
|
2,686
|
3,201
|
|||
Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station
|
496
|
857
|
|||
PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial
|
-
|
-
|
|||
Rosewood Morristown, L.L.C. / Metropolitan at 40 Park
|
6,257
|
6,455
|
|||
Overlook Ridge JV, L.L.C./ Quarrystone
|
-
|
-
|
|||
Overlook Ridge JV 2C/3B, L.L.C./Overlook Ridge 2C & 3B
|
-
|
-
|
|||
PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial
|
1,950
|
3,117
|
|||
Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)
|
-
|
203
|
|||
Crystal House Apartments Investors LLC / Crystal House
|
26,458
|
26,838
|
|||
Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7
|
2,655
|
3,207
|
|||
PruRose Port Imperial South 13, LLC / Port Imperial Bldg 13
|
1,685
|
2,206
|
|||
Roseland/Port Imperial Partners, L.P./ Riverwalk C
|
1,926
|
2,068
|
|||
RoseGarden Marbella South, L.L.C./ Marbella II
|
8,580
|
7,567
|
|||
Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)
|
-
|
24
|
|||
Riverpark at Harrison I, L.L.C./ Riverpark at Harrison
|
4,247
|
3,655
|
|||
Capitol Place Mezz LLC / Station Townhouses
|
47,978
|
46,628
|
|||
Harborside Unit A Urban Renewal, L.L.C. / URL Harborside (a)
|
22,150
|
-
|
|||
Overlook Ridge, L.L.C./Overlook Ridge Land
|
-
|
-
|
|||
RoseGarden Monaco, L.L.C./ San Remo Land
|
1,255
|
1,224
|
|||
Grand Jersey Waterfront URA, L.L.C./ Liberty Landing
|
337
|
337
|
|||
Red Bank Corporate Plaza, L.L.C./ Red Bank
|
3,771
|
4,046
|
|||
12 Vreeland Associates, L.L.C./ 12 Vreeland Road
|
5,658
|
5,514
|
|||
BNES Associates III / Offices at Crystal Lake
|
1,899
|
1,753
|
|||
Hillsborough 206 Holdings, L.L.C./ Hillsborough 206
|
1,962
|
1,962
|
|||
KPG-P 100 IMW JV, LLC / 100 Independence Mall West
|
751
|
1,887
|
|||
Keystone-Penn
|
-
|
-
|
|||
Keystone-TriState
|
-
|
-
|
|||
KPG-MCG Curtis JV, L.L.C./ Curtis Center (a)
|
2,187
|
-
|
|||
Curtis Center TIC I and II LLC / Curtis Center (b)
|
61,296
|
-
|
|||
Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)
|
3,848
|
3,702
|
|||
Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial
|
1,883
|
1,930
|
|||
South Pier at Harborside / Hyatt Regency Jersey City on the Hudson (c)
|
-
|
-
|
|||
Stamford SM LLC / Senior Mezzanine Loan
|
37,418
|
36,258
|
|||
Other
|
751
|
693
|
|||
Company's investment in unconsolidated joint ventures
|
$
|
265,866
|
$
|
181,129
|
(a)
|
See discussion in Recent Transactions following in this footnote.
|
(b)
|
Includes undivided interests in the same manner as investments in noncontrolled partnership, pursuant to ASC 970-323-25-12. See discussion in Recent Transactions following in this footnote.
|
(c)
|
The negative investment balance for this joint venture of $710 and $1,706 as of June 30, 2014 and December 31, 2013, respectively, were included in accounts payable, accrued expenses and other liabilities.
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
June 30,
|
June 30,
|
||||||||||
2014
|
2013
|
2014
|
2013
|
||||||||
Total revenues
|
$
|
113,118
|
$
|
91,274
|
$
|
144,111
|
$
|
103,693
|
|||
Operating and other expenses
|
(96,605)
|
(81,321)
|
(114,958)
|
(89,268)
|
|||||||
Depreciation and amortization
|
(8,213)
|
(10,083)
|
(16,581)
|
(13,174)
|
|||||||
Interest expense
|
(8,786)
|
(3,310)
|
(15,127)
|
(5,322)
|
|||||||
Net income (loss)
|
$
|
(486)
|
$
|
(3,440)
|
$
|
(2,555)
|
$
|
(4,071)
|
Three Months Ended
|
Six Months Ended
|
||||||||||
June 30,
|
June 30,
|
||||||||||
Entity / Property Name
|
2014
|
2013
|
2014
|
2013
|
|||||||
Marbella RoseGarden, L.L.C./ Marbella
|
$
|
(9)
|
$
|
(165)
|
$
|
(15)
|
$
|
(276)
|
|||
RoseGarden Monaco Holdings, L.L.C./ Monaco (North and South)
|
(238)
|
(423)
|
(515)
|
(822)
|
|||||||
Rosewood Lafayette Holdings, L.L.C./ Highlands at Morristown Station
|
(203)
|
(284)
|
(419)
|
(574)
|
|||||||
PruRose Port Imperial South 15, LLC /RiversEdge at Port Imperial
|
-
|
-
|
-
|
(606)
|
|||||||
Rosewood Morristown, L.L.C. / Metropolitan at 40 Park
|
(76)
|
(117)
|
(174)
|
(241)
|
|||||||
Overlook Ridge JV, L.L.C./ Quarrystone
|
-
|
-
|
-
|
-
|
|||||||
Overlook Ridge JV 2C/3B, L.L.C./Overlook Ridge 2C & 3B
|
-
|
224
|
62
|
151
|
|||||||
PruRose Riverwalk G, L.L.C./ RiverTrace at Port Imperial
|
(613)
|
(192)
|
(1,151)
|
(378)
|
|||||||
Elmajo Urban Renewal Associates, LLC / Lincoln Harbor (Bldg A&C)
|
(91)
|
(82)
|
(203)
|
(168)
|
|||||||
Crystal House Apartments Investors LLC / Crystal House
|
53
|
(1,535)
|
(274)
|
(1,522)
|
|||||||
Portside Master Company, L.L.C./ Portside at Pier One - Bldg 7
|
(220)
|
(68)
|
(434)
|
(113)
|
|||||||
PruRose Port Imperial South 13, LLC / Port Imperial Bldg 13
|
(213)
|
(145)
|
(418)
|
(278)
|
|||||||
Roseland/Port Imperial Partners, L.P./ Riverwalk C
|
(180)
|
-
|
(345)
|
-
|
|||||||
RoseGarden Marbella South, L.L.C./ Marbella II
|
-
|
(19)
|
-
|
(37)
|
|||||||
Estuary Urban Renewal Unit B, LLC / Lincoln Harbor (Bldg B)
|
-
|
(34)
|
(15)
|
(63)
|
|||||||
Riverpark at Harrison I, L.L.C./ Riverpark at Harrison
|
-
|
-
|
-
|
-
|
|||||||
Capitol Place Mezz LLC / Station Townhouses
|
-
|
-
|
-
|
-
|
|||||||
Harborside Unit A Urban Renewal, L.L.C. / URL Harborside (a)
|
(212)
|
-
|
(212)
|
-
|
|||||||
Overlook Ridge, L.L.C./Overlook Ridge Land
|
(213)
|
-
|
(259)
|
-
|
|||||||
RoseGarden Monaco, L.L.C./ San Remo Land
|
-
|
-
|
-
|
-
|
|||||||
Grand Jersey Waterfront URA, L.L.C./ Liberty Landing
|
(16)
|
-
|
(54)
|
-
|
|||||||
Red Bank Corporate Plaza, L.L.C./ Red Bank
|
106
|
106
|
205
|
207
|
|||||||
12 Vreeland Associates, L.L.C./ 12 Vreeland Road
|
54
|
116
|
144
|
24
|
|||||||
BNES Associates III / Offices at Crystal Lake
|
110
|
(2)
|
147
|
(71)
|
|||||||
Hillsborough 206 Holdings, L.L.C./ Hillsborough 206
|
-
|
-
|
(5)
|
-
|
|||||||
KPG-P 100 IMW JV, LLC / 100 Independence Mall West
|
(483)
|
-
|
(1,136)
|
-
|
|||||||
Keystone-Penn
|
-
|
-
|
-
|
-
|
|||||||
Keystone-TriState
|
-
|
-
|
-
|
-
|
|||||||
KPG-MCG Curtis JV, L.L.C./ TIC I and II LLC / Curtis Center (b)
|
251
|
-
|
251
|
-
|
|||||||
Plaza VIII & IX Associates, L.L.C./ Vacant land (parking operations)
|
44
|
19
|
146
|
28
|
|||||||
Roseland/North Retail, L.L.C./ Riverwalk at Port Imperial
|
(23)
|
(83)
|
(47)
|
(132)
|
|||||||
South Pier at Harborside / Hyatt Regency Jersey City on the Hudson
|
892
|
1,056
|
1,290
|
545
|
|||||||
Stamford SM LLC / Senior Mezzanine Loan
|
928
|
897
|
1,844
|
1,782
|
|||||||
Other
|
795
|
651
|
795
|
714
|
|||||||
Company's equity in earnings (loss) of unconsolidated joint ventures
|
$
|
443
|
$
|
(80)
|
$
|
(792)
|
$
|
(1,830)
|
(a)
|
See discussion in Recent Transactions following in this footnote.
|
(b)
|
Includes undivided interests in the same manner as investments in noncontrolled partnership, pursuant to ASC 970-323-25-12. See discussion in Recent Transactions following in this footnote.
|
June 30,
|
December 31,
|
||||
(dollars in thousands)
|
2014
|
2013
|
|||
Deferred leasing costs
|
$
|
227,930
|
$
|
258,648
|
|
Deferred financing costs
|
21,916
|
25,366
|
|||
249,846
|
284,014
|
||||
Accumulated amortization
|
(112,249)
|
(131,669)
|
|||
Deferred charges, net
|
137,597
|
152,345
|
|||
Notes receivable (1)
|
83,889
|
21,986
|
|||
In-place lease values, related intangibles and other assets, net
|
9,515
|
13,659
|
|||
Goodwill
|
2,945
|
2,945
|
|||
Prepaid expenses and other assets, net
|
32,814
|
27,584
|
|||
Total deferred charges, goodwill and other assets
|
$
|
266,760
|
$
|
218,519
|
(1)
|
Includes: a mortgage receivable for $10.4 million which bears interest at LIBOR plus six percent; a note receivable for $7.8 million which bears interest at eight percent; notes receivable for $62.3 million which bear interest at 3.5 percent (See Note 4: Unconsolidated joint ventures – Recent Transactions); and an interest-free note receivable with a net present value of $3.4 million as of June 30, 2014. .
|
June 30,
|
December 31,
|
||||
2014
|
2013
|
||||
Security deposits
|
$
|
8,782
|
$
|
8,534
|
|
Escrow and other reserve funds
|
17,623
|
11,260
|
|||
Total restricted cash
|
$
|
26,405
|
$
|
19,794
|
Three Months Ended
|
Six Months Ended
|
||||
June 30,
|
June 30,
|
||||
2013
|
2013
|
||||
Total revenues
|
$
|
12,333
|
$
|
27,205
|
|
Operating and other expenses
|
(4,778)
|
(10,982)
|
|||
Depreciation and amortization
|
(2,989)
|
(6,442)
|
|||
Interest expense
|
(36)
|
(118)
|
|||
Income from discontinued operations
|
4,530
|
9,663
|
|||
Loss from early extinguishment of debt
|
(703)
|
(703)
|
|||
Impairments (1)
|
(23,851)
|
(23,851)
|
|||
Realized gains on disposition of rental property
|
37,609
|
37,609
|
|||
Realized gains (losses) and unrealized losses on
|
|||||
disposition of rental property and impairments, net
|
13,758
|
13,758
|
|||
Total discontinued operations
|
$
|
17,585
|
$
|
22,718
|
June 30,
|
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
|
$
|
149,948
|
149,902
|
5.297
|
%
|
||||
5.800% Senior Unsecured Notes, due January 15, 2016
|
200,123
|
200,161
|
5.806
|
%
|
|||||
2.500% Senior Unsecured Notes, due December 15, 2017
|
249,003
|
248,855
|
2.803
|
%
|
|||||
7.750% Senior Unsecured Notes, due August 15, 2019
|
248,906
|
248,799
|
8.017
|
%
|
|||||
4.500% Senior Unsecured Notes, due April 18, 2022
|
299,535
|
299,505
|
4.612
|
%
|
|||||
3.150% Senior Unsecured Notes, due May 15, 2023
|
269,626
|
269,323
|
3.517
|
%
|
|||||
Total senior unsecured notes
|
$
|
1,417,141
|
$
|
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)
|
On May 1, 2014, the Company repaid the mortgage loan at par, using available cash.
|
(d)
|
On May 12, 2014, the Company repaid the mortgage loan at par, using borrowings on the Company’s unsecured revolving credit facility.
|
(e)
|
On April 30, 2014, the Company repaid the mortgage loan at par, using available cash.
|
(f)
|
Mortgage is cross collateralized by the four properties.
|
(g)
|
The Company is negotiating a deed-in-lieu of foreclosure in satisfaction of this mortgage loan.
|
(h)
|
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.
|
(i)
|
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 a deed-in-lieu of foreclosure and began remitting available cash flow to the lender effective August 2013.
|
(j)
|
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.
|
(k)
|
Mortgage is collateralized by the three properties comprising One River Center.
|
(l)
|
The Company has begun discussions with the lender to extend the maturity date and modify the loan terms.
|
11.
EMPLOYEE BENEFIT 401(k) PLANS AND DEFERRED RETIREMENT COMPENSATION AGREEMENTS
|
Year
|
Amount
|
|
July 1 through December 31, 2014
|
$
|
184
|
2015
|
371
|
|
2016
|
371
|
|
2017
|
267
|
|
2018
|
232
|
|
2019 through 2084
|
15,819
|
|
Total
|
$
|
17,244
|
1.
|
The non-competition covenants as they apply to Messrs. Klatt and Goldberg shall terminate on the Separation Date, and the non-competition covenants as they apply to Marshall Tycher shall be amended to permit Mr. Tycher to invest in certain future, family-controlled business ventures, subject to a right of first offer by the Company to make an investment of at least 50 percent in multi-family properties or projects covered by the right of first offer;
|
2.
|
The release to the sellers of the Roseland Business of all remaining funds held in the indemnity escrow account and the acceleration of the effectiveness of certain indemnity covenants to the Separation Date; and
|
Year
|
Amount
|
|
July 1 through December 31, 2014
|
$
|
243,001
|
2015
|
451,877
|
|
2016
|
409,744
|
|
2017
|
357,438
|
|
2018
|
274,021
|
|
2019 and thereafter
|
1,045,178
|
|
Total
|
$
|
2,781,259
|
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
|
(10,000)
|
38.07
|
|||||
Outstanding at June 30, 2014 ($21.25 – $45.47)
|
10,000
|
$
|
33.36
|
$
|
-
|
||
Options exercisable at June 30, 2014
|
5,000
|
||||||
Available for grant at June 30, 2014
|
4,466,143
|
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)
|
208,589
|
20.83
|
||
Vested
|
(183,214)
|
22.37
|
||
Forfeited
|
(119)
|
26.36
|
||
Outstanding at June 30, 2014
|
178,816
|
$
|
23.00
|
(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
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
Computation of Basic EPS
|
2014
|
2013
|
2014
|
2013
|
||||||||
Income from continuing operations
|
$
|
57,347
|
$
|
8,599
|
$
|
39,719
|
$
|
16,555
|
||||
Add: Noncontrolling interest in consolidated joint ventures
|
290
|
62
|
612
|
124
|
||||||||
Add (deduct): Noncontrolling interest in Operating Partnership
|
(6,514)
|
(1,048)
|
(4,506)
|
(2,021)
|
||||||||
Income from continuing operations available to common shareholders
|
51,123
|
7,613
|
35,825
|
14,658
|
||||||||
Income from discontinued operations available to common shareholders
|
-
|
15,458
|
-
|
19,969
|
||||||||
Net income available to common shareholders
|
$
|
51,123
|
$
|
23,071
|
$
|
35,825
|
$
|
34,627
|
||||
Weighted average common shares
|
88,691
|
87,708
|
88,491
|
87,688
|
||||||||
Basic EPS
:
|
||||||||||||
Income from continuing operations available to common shareholders
|
$
|
0.58
|
$
|
0.09
|
$
|
0.40
|
$
|
0.16
|
||||
Income from discontinued operations available to common
|
||||||||||||
shareholders
|
-
|
0.17
|
-
|
0.23
|
||||||||
Net income available to common shareholders
|
$
|
0.58
|
$
|
0.26
|
$
|
0.40
|
$
|
0.39
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
Computation of Diluted EPS
|
2014
|
2013
|
2014
|
2013
|
||||||||
Income from continuing operations available to common shareholders
|
$
|
51,123
|
$
|
7,613
|
$
|
35,825
|
$
|
14,658
|
||||
(Deduct) add: Noncontrolling interest in Operating Partnership
|
6,514
|
1,048
|
4,506
|
2,021
|
||||||||
Income from continuing operations for diluted earnings per share
|
57,637
|
8,661
|
40,331
|
16,679
|
||||||||
Income from discontinued operations for diluted earnings per share
|
-
|
17,585
|
-
|
22,718
|
||||||||
Net income available to common shareholders
|
$
|
57,637
|
$
|
26,246
|
$
|
40,331
|
$
|
39,397
|
||||
Weighted average common shares
|
100,023
|
99,895
|
99,964
|
99,892
|
||||||||
Diluted EPS
:
|
||||||||||||
Income from continuing operations available to common shareholders
|
$
|
0.58
|
$
|
0.09
|
$
|
0.40
|
$
|
0.16
|
||||
Income from discontinued operations available to common
|
||||||||||||
shareholders
|
-
|
0.17
|
-
|
0.23
|
||||||||
Net income available to common shareholders
|
$
|
0.58
|
$
|
0.26
|
$
|
0.40
|
$
|
0.39
|
Three Months Ended
|
Six Months Ended
|
||||
June 30,
|
June 30,
|
||||
2014
|
2013
|
2014
|
2013
|
||
Basic EPS shares
|
88,691
|
87,708
|
88,491
|
87,688
|
|
Add: Operating Partnership – common units
|
11,302
|
12,072
|
11,444
|
12,085
|
|
Restricted Stock Awards
|
30
|
115
|
29
|
119
|
|
Diluted EPS Shares
|
100,023
|
99,895
|
99,964
|
99,892
|
|
Common
|
|
Units
|
|
Balance at January 1, 2014
|
11,864,775
|
Redemption of common units for shares of common stock
|
(700,757)
|
Balance at June 30, 2014
|
11,164,018
|
Real Estate
|
|||||||||||||||
Commercial
|
Multi-family
|
Corporate
|
Total
|
||||||||||||
& Other
|
Multi-family
|
Services
|
& Other (d)
|
Company
|
|||||||||||
Total revenues:
|
|||||||||||||||
Three months ended:
|
|||||||||||||||
June 30, 2014
|
$
|
150,877
|
$
|
6,329
|
$
|
7,403
|
(e)
|
$
|
(4,309)
|
$
|
160,300
|
||||
June 30, 2013
|
155,249
|
3,655
|
6,394
|
(f)
|
3,048
|
168,346
|
|||||||||
Six months ended:
|
|||||||||||||||
June 30, 2014
|
311,450
|
12,132
|
14,351
|
(g)
|
(8,037)
|
329,896
|
|||||||||
June 30, 2013
|
313,897
|
4,937
|
11,878
|
(h)
|
8,547
|
339,259
|
|||||||||
Total operating and
|
|||||||||||||||
interest expenses (a):
|
|||||||||||||||
Three months ended:
|
|||||||||||||||
June 30, 2014
|
$
|
72,303
|
$
|
3,006
|
$
|
8,382
|
$
|
29,578
|
$
|
113,269
|
|||||
June 30, 2013
|
65,889
|
1,568
|
7,657
|
38,888
|
114,002
|
||||||||||
Six months ended:
|
|||||||||||||||
June 30, 2014
|
159,236
|
5,705
|
18,541
|
70,791
|
254,273
|
||||||||||
June 30, 2013
|
136,282
|
2,104
|
15,132
|
78,343
|
231,861
|
||||||||||
Equity in earnings (loss) of
|
|||||||||||||||
unconsolidated joint ventures:
|
|||||||||||||||
Three months ended:
|
|||||||||||||||
June 30, 2014
|
$
|
1,829
|
$
|
(2,255)
|
$
|
869
|
$
|
-
|
$
|
443
|
|||||
June 30, 2013
|
2,845
|
(2,925)
|
-
|
-
|
(80)
|
||||||||||
Six months ended:
|
|||||||||||||||
June 30, 2014
|
2,817
|
(4,478)
|
869
|
-
|
(792)
|
||||||||||
June 30, 2013
|
3,230
|
(5,060)
|
-
|
-
|
(1,830)
|
||||||||||
Net operating income (loss) (b):
|
|||||||||||||||
Three months ended:
|
|||||||||||||||
June 30, 2014
|
$
|
80,403
|
$
|
1,068
|
$
|
(110)
|
$
|
(33,887)
|
$
|
47,474
|
|||||
June 30, 2013
|
92,205
|
(838)
|
(1,263)
|
(35,840)
|
54,264
|
||||||||||
Six months ended:
|
|||||||||||||||
June 30, 2014
|
155,031
|
1,949
|
(3,321)
|
(78,828)
|
74,831
|
||||||||||
June 30, 2013
|
180,845
|
(2,227)
|
(3,254)
|
(69,796)
|
105,568
|
||||||||||
Total assets:
|
|||||||||||||||
June 30, 2014
|
$
|
3,796,166
|
$
|
398,190
|
$
|
9,004
|
$
|
151,412
|
$
|
4,354,772
|
|||||
December 31, 2013
|
3,886,574
|
377,237
|
10,488
|
241,029
|
4,515,328
|
||||||||||
Total long-lived assets (c):
|
|||||||||||||||
June 30, 2014
|
$
|
3,421,351
|
$
|
277,734
|
$
|
3,923
|
$
|
3,479
|
$
|
3,706,487
|
|||||
December 31, 2013
|
3,620,494
|
240,501
|
3,468
|
3,730
|
3,868,193
|
||||||||||
Total investments in
|
|||||||||||||||
unconsolidated joint ventures:
|
|||||||||||||||
June 30, 2014
|
$
|
116,829
|
$
|
148,286
|
$
|
751
|
$
|
-
|
$
|
265,866
|
|||||
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 $935 of fees earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
|
(f)
|
Includes $571 of fees earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
|
(g)
|
Includes $1,800 of fees earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
|
(h)
|
Includes $767 of fees earned for this period from the multi-family real estate segment, which are eliminated in consolidation.
|
Three Months Ended
|
Six Months Ended
|
||||||||||
June 30,
|
June 30,
|
||||||||||
2014
|
2013
|
2014
|
2013
|
||||||||
Net operating income
|
$
|
47,474
|
$
|
54,264
|
$
|
74,831
|
$
|
105,568
|
|||
Less:
|
|||||||||||
Depreciation and amortization
|
(44,711)
|
(45,665)
|
(89,696)
|
(89,013)
|
|||||||
Realized gains and unrealized losses on disposition of
|
|||||||||||
rental property, net
|
54,584
|
-
|
54,584
|
-
|
|||||||
Income from continuing operations
|
57,347
|
8,599
|
39,719
|
16,555
|
|||||||
Discontinued operations:
|
|||||||||||
Income from discontinued operations
|
-
|
4,530
|
-
|
9,663
|
|||||||
Loss from early extinguishment of debt
|
-
|
(703)
|
-
|
(703)
|
|||||||
Realized gains and unrealized losses on disposition of
|
|||||||||||
rental property, net
|
-
|
13,758
|
-
|
13,758
|
|||||||
Total discontinued operations
|
-
|
17,585
|
-
|
22,718
|
|||||||
Net income
|
57,347
|
26,184
|
39,719
|
39,273
|
|||||||
Noncontrolling interest in consolidated joint ventures
|
290
|
62
|
612
|
124
|
|||||||
Noncontrolling interest in Operating Partnership
|
(6,514)
|
(1,048)
|
(4,506)
|
(2,021)
|
|||||||
Noncontrolling interest in discontinued operations
|
-
|
(2,127)
|
-
|
(2,749)
|
|||||||
Net income available to common shareholders
|
$
|
51,123
|
$
|
23,071
|
$
|
35,825
|
$
|
34,627
|
|||
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.
|
|
|
·
|
recent transactions;
|
·
|
critical accounting policies and estimates;
|
·
|
results of operations for the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013 and
|
·
|
liquidity and capital resources.
|
Rentable
|
Net
|
Net
|
|||||||||||
Sale
|
# of
|
Square
|
Sales
|
Book
|
Realized
|
||||||||
Date
|
Property/Address
|
Location
|
Bldgs.
|
Feet
|
Proceeds
|
Value
|
Gain
|
||||||
04/23/14
|
22 Sylvan Way
|
Parsippany, New Jersey
|
1
|
249,409
|
$
|
94,897
|
$
|
60,244
|
$
|
34,653
|
|||
06/23/14
|
30 Knightsbridge Road (a)
|
Piscataway, New Jersey
|
4
|
680,350
|
54,641
|
52,361
|
2,280
|
||||||
06/23/14
|
470 Chestnut Ridge Road (a) (b)
|
Woodcliff Lake, New Jersey
|
1
|
52,500
|
7,195
|
7,109
|
86
|
||||||
06/23/14
|
530 Chestnut Ridge Road (a) (b)
|
Woodcliff Lake, New Jersey
|
1
|
57,204
|
6,299
|
6,235
|
64
|
||||||
06/27/14
|
400 Rella Boulevard
|
Suffern, New York
|
1
|
180,000
|
27,539
|
10,938
|
16,601
|
||||||
06/30/14
|
412 Mount Kemble Avenue (a)
|
Morris Township, New Jersey
|
1
|
475,100
|
44,751
|
43,851
|
900
|
||||||
Totals:
|
9
|
1,694,563
|
$
|
235,322
|
$
|
180,738
|
$
|
54,584
|
|||||
(a)
|
The Company completed the sale of these properties for approximately $117 million: $114.6 million in cash and subordinated equity interests in each of the properties sold with capital accounts aggregating $2.4 million. Net sale proceeds from the sale aggregated $112.9 million which was comprised of the $117 million gross sales price less the subordinated equity interests of $2.4 million and $1.7 million in closing costs. The purchasers of these properties are joint ventures formed between the Company and affiliates of the Keystone Property Group (“Keystone Entities”). The senior equity will receive a 15 percent internal rate of return (“IRR”) after which the subordinated equity will receive a ten percent IRR and then all distributable cash flow will be split equally between the Keystone Entities and the Company. In connection with these partial sale transactions, because the buyer receives a preferential return, the Company only recognized profit to the extent that they received net proceeds in excess of their entire carrying value of the properties, effectively reflecting their retained subordinate equity interest at zero. T
he Company has contracts with Keystone Entities to sell an additional seven of its office properties in New Jersey, New York and Connecticut, aggregating approximately 928,258 square feet, for approximately $104 million, comprised of: $78.3 million in cash from a combination of Keystone Entities senior and pari-passu equity and mortgage financing; Company subordinated equity interests in each of the properties being sold with capital accounts aggregating $18.8 million; and Company pari passu equity interests in three of the properties being sold aggregating $6.9 million.
|
(b)
|
The Company recorded an impairment charge of $3.9 million on these properties at December 31, 2013 as it estimated that the carrying value of the properties may not be recoverable over their anticipated holding periods.
|
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
|
|||||||||||
June 30,
|
Dollar
|
Percent |
|
||||||||
(dollars in thousands)
|
2014
|
2013
|
Change
|
Change |
|
||||||
Revenue from rental operations and other:
|
|||||||||||
Base rents
|
$
|
133,210
|
$
|
135,438
|
$
|
(2,228)
|
(1.6)
|
%
|
|||
Escalations and recoveries from tenants
|
16,996
|
17,456
|
(460)
|
(2.6)
|
|||||||
Parking income
|
2,236
|
1,597
|
639
|
40.0
|
|||||||
Other income
|
849
|
467
|
382
|
81.8
|
|||||||
Total revenues from rental operations
|
153,291
|
154,958
|
(1,667)
|
(1.1)
|
|||||||
Property expenses:
|
|||||||||||
Real estate taxes
|
23,375
|
19,834
|
3,541
|
17.9
|
|||||||
Utilities
|
14,573
|
13,739
|
834
|
6.1
|
|||||||
Operating services
|
27,840
|
25,327
|
2,513
|
9.9
|
|||||||
Total property expenses
|
65,788
|
58,900
|
6,888
|
11.7
|
|||||||
Non-property revenues:
|
|||||||||||
Construction services
|
-
|
6,746
|
(6,746)
|
(100.0)
|
|||||||
Real estate services
|
7,009
|
6,642
|
367
|
5.5
|
|||||||
Total non-property revenues
|
7,009
|
13,388
|
(6,379)
|
(47.6)
|
|||||||
Non-property expenses:
|
|||||||||||
Direct construction costs
|
-
|
6,511
|
(6,511)
|
(100.0)
|
|||||||
Real estate services expenses
|
6,571
|
5,304
|
1,267
|
23.9
|
|||||||
General and administrative
|
13,673
|
13,111
|
562
|
4.3
|
|||||||
Depreciation and amortization
|
44,711
|
45,665
|
(954)
|
(2.1)
|
|||||||
Total non-property expenses
|
64,955
|
70,591
|
(5,636)
|
(8.0)
|
|||||||
Operating income
|
29,557
|
38,855
|
(9,298)
|
(23.9)
|
|||||||
Other (expense) income:
|
|||||||||||
Interest expense
|
(28,159)
|
(31,270)
|
3,111
|
9.9
|
|||||||
Interest and other investment income
|
922
|
1,094
|
(172)
|
(15.7)
|
|||||||
Equity in earnings (loss) of unconsolidated joint ventures
|
443
|
(80)
|
523
|
653.8
|
|||||||
Realized gains (losses) and unrealized losses on disposition
|
|||||||||||
of rental property, net
|
54,584
|
-
|
54,584
|
-
|
|||||||
Total other (expense) income
|
27,790
|
(30,256)
|
58,046
|
191.8
|
|||||||
Income from continuing operations
|
57,347
|
8,599
|
48,748
|
566.9
|
|||||||
Discontinued operations:
|
|||||||||||
Income from discontinued operations
|
-
|
4,530
|
(4,530)
|
(100.0)
|
|||||||
Loss from early extinguishment of debt
|
-
|
(703)
|
703
|
100.0
|
|||||||
Realized gains (losses) and unrealized losses
|
|||||||||||
on disposition of rental property, net
|
-
|
13,758
|
(13,758)
|
(100.0)
|
|||||||
Total discontinued operations, net
|
-
|
17,585
|
(17,585)
|
(100.0)
|
|||||||
Net income
|
57,347
|
26,184
|
31,163
|
119.0
|
|||||||
Noncontrolling interest in consolidated joint ventures
|
290
|
62
|
228
|
367.7
|
|||||||
Noncontrolling interest in Operating Partnership
|
(6,514)
|
(1,048)
|
(5,466)
|
(521.6)
|
|||||||
Noncontrolling interest in discontinued operations
|
-
|
(2,127)
|
2,127
|
100.0
|
|||||||
Net income available to common shareholders
|
$
|
51,123
|
$
|
23,071
|
$
|
28,052
|
121.6
|
%
|
|||
Total
|
Same-Store
|
Acquired
|
Properties
|
||||||||||||||||||||
Company
|
Properties
|
Properties
|
Sold in 2014
|
||||||||||||||||||||
Dollar
|
Percent |
|
Dollar
|
Percent |
|
Dollar
|
Percent |
|
Dollar
|
Percent |
|
||||||||||||
(
dollars in thousands
)
|
Change
|
Change |
|
Change
|
Change |
|
Change
|
Change |
|
Change
|
Change |
|
|||||||||||
Revenue from rental
|
|||||||||||||||||||||||
operations
and other:
|
|||||||||||||||||||||||
Base rents
|
$
|
(2,228)
|
(1.6)
|
%
|
$
|
(3,601)
|
(2.6)
|
%
|
$
|
3,445
|
2.5
|
%
|
$
|
(2,072)
|
(1.5)
|
%
|
|||||||
Escalations and recoveries
|
|
||||||||||||||||||||||
from tenants
|
(460)
|
(2.6)
|
(122)
|
(0.6)
|
270
|
1.5
|
(608)
|
(3.5)
|
|||||||||||||||
Parking income
|
639
|
40.0
|
(161)
|
(10.1)
|
800
|
50.1
|
-
|
-
|
|||||||||||||||
Other income
|
382
|
81.8
|
278
|
59.5
|
113
|
24.2
|
(9)
|
(1.9)
|
|||||||||||||||
Total
|
$
|
(1,667)
|
(1.1)
|
%
|
$
|
(3,606)
|
(2.4)
|
%
|
$
|
4,628
|
3.0
|
%
|
$
|
(2,689)
|
(1.7)
|
%
|
|||||||
Property expenses:
|
|||||||||||||||||||||||
Real estate taxes
|
$
|
3,541
|
17.9
|
%
|
$
|
3,271
|
16.5
|
%
|
$
|
708
|
3.6
|
%
|
$
|
(438)
|
(2.2)
|
%
|
|||||||
Utilities
|
834
|
6.1
|
814
|
6.0
|
128
|
0.9
|
(108)
|
(0.8)
|
|||||||||||||||
Operating services
|
2,513
|
9.9
|
1,995
|
7.8
|
652
|
2.6
|
(134)
|
(0.5)
|
|||||||||||||||
Total
|
$
|
6,888
|
11.7
|
%
|
$
|
6,080
|
10.2
|
%
|
$
|
1,488
|
2.7
|
%
|
$
|
(680)
|
(1.2)
|
%
|
|||||||
OTHER DATA:
|
|||||||||||||||||||||||
Number of Consolidated Properties
|
239
|
232
|
7
|
9
|
|||||||||||||||||||
Commercial Square feet
(in thousands)
|
26,280
|
26,054
|
226
|
1,695
|
|||||||||||||||||||
Multi-family portfolio
(number of units)
|
1,301
|
310
|
991
|
-
|
|||||||||||||||||||
Six Months Ended
|
|||||||||||
June 30,
|
Dollar
|
Percent |
|
||||||||
(dollars in thousands)
|
2014
|
2013
|
Change
|
Change |
|
||||||
Revenue from rental operations and other:
|
|||||||||||
Base rents
|
$
|
267,261
|
$
|
269,061
|
$
|
(1,800)
|
(0.7)
|
%
|
|||
Escalations and recoveries from tenants
|
42,564
|
36,944
|
5,620
|
15.2
|
|||||||
Parking income
|
4,350
|
2,989
|
1,361
|
45.5
|
|||||||
Other income
|
2,020
|
2,208
|
(188)
|
(8.5)
|
|||||||
Total revenues from rental operations
|
316,195
|
311,202
|
4,993
|
1.6
|
|||||||
Property expenses:
|
|||||||||||
Real estate taxes
|
47,726
|
41,483
|
6,243
|
15.0
|
|||||||
Utilities
|
42,854
|
30,027
|
12,827
|
42.7
|
|||||||
Operating services
|
57,062
|
50,635
|
6,427
|
12.7
|
|||||||
Total property expenses
|
147,642
|
122,145
|
25,497
|
20.9
|
|||||||
Non-property revenues:
|
|||||||||||
Construction services
|
-
|
14,972
|
(14,972)
|
(100.0)
|
|||||||
Real estate services
|
13,701
|
13,085
|
616
|
4.7
|
|||||||
Total non-property revenues
|
13,701
|
28,057
|
(14,356)
|
(51.2)
|
|||||||
Non-property expenses:
|
|||||||||||
Direct construction costs
|
-
|
14,336
|
(14,336)
|
(100.0)
|
|||||||
Real estate services expenses
|
13,280
|
10,257
|
3,023
|
29.5
|
|||||||
General and administrative
|
36,554
|
25,084
|
11,470
|
45.7
|
|||||||
Depreciation and amortization
|
89,696
|
89,013
|
683
|
0.8
|
|||||||
Total non-property expenses
|
139,530
|
138,690
|
840
|
0.6
|
|||||||
Operating income
|
42,724
|
78,424
|
(35,700)
|
(45.5)
|
|||||||
Other (expense) income:
|
|||||||||||
Interest expense
|
(58,105)
|
(61,139)
|
3,034
|
5.0
|
|||||||
Interest and other investment income
|
1,308
|
1,100
|
208
|
18.9
|
|||||||
Equity in earnings (loss) of unconsolidated joint ventures
|
(792)
|
(1,830)
|
1,038
|
56.7
|
|||||||
Realized gains(losses) and unrealized losses on disposition
|
|||||||||||
of rental property, net
|
54,584
|
-
|
54,584
|
-
|
|||||||
Total other (expense) income
|
(3,005)
|
(61,869)
|
58,864
|
95.1
|
|||||||
Income from continuing operations
|
39,719
|
16,555
|
23,164
|
139.9
|
|||||||
Discontinued operations:
|
|||||||||||
Income from discontinued operations
|
-
|
9,663
|
(9,663)
|
(100.0)
|
|||||||
Loss from early extinguishment of debt
|
-
|
(703)
|
703
|
100.0
|
|||||||
Realized gains(losses) and unrealized losses on disposition
|
|
|
|||||||||
of rental property, net
|
-
|
13,758
|
(13,758)
|
(100.0)
|
|||||||
Total discontinued operations, net
|
-
|
22,718
|
(22,718)
|
(100.0)
|
|||||||
Net income
|
39,719
|
39,273
|
446
|
1.1
|
|||||||
Noncontrolling interest in consolidated joint ventures
|
612
|
124
|
488
|
393.5
|
|||||||
Noncontrolling interest in Operating Partnership
|
(4,506)
|
(2,021)
|
(2,485)
|
(123.0)
|
|||||||
Noncontrolling interest in discontinued operations
|
-
|
(2,749)
|
2,749
|
100.0
|
|||||||
Net income available to common shareholders
|
$
|
35,825
|
$
|
34,627
|
$
|
1,198
|
3.5
|
%
|
|||
Total
|
Same-Store
|
Acquired
|
Properties
|
||||||||||||||||||||
Company
|
Properties
|
Properties
|
Sold in 2014
|
||||||||||||||||||||
Dollar
|
Percent |
|
Dollar
|
Percent |
|
Dollar
|
Percent |
|
Dollar
|
Percent |
|
||||||||||||
(
dollars in thousands
)
|
Change
|
Change |
|
Change
|
Change |
|
Change
|
Change |
|
Change
|
Change |
|
|||||||||||
Revenue from rental
|
|||||||||||||||||||||||
operations
and other:
|
|||||||||||||||||||||||
Base rents
|
$
|
(1,800)
|
(0.7)
|
%
|
$
|
(7,596)
|
(2.8)
|
%
|
$
|
8,445
|
3.1
|
%
|
$
|
(2,649)
|
(1.0)
|
%
|
|||||||
Escalations and recoveries
|
|||||||||||||||||||||||
from tenants
|
5,620
|
15.2
|
4,506
|
12.2
|
631
|
1.7
|
483
|
1.3
|
|||||||||||||||
Parking income
|
1,361
|
45.5
|
(138)
|
(4.7)
|
1,499
|
50.2
|
-
|
-
|
|||||||||||||||
Other income
|
(188)
|
(8.5)
|
(735)
|
(33.2)
|
557
|
25.2
|
(10)
|
(0.5)
|
|||||||||||||||
Total
|
$
|
4,993
|
1.6
|
%
|
$
|
(3,963)
|
(1.3)
|
%
|
$
|
11,132
|
3.6
|
%
|
$
|
(2,176)
|
(0.7)
|
%
|
|||||||
Property expenses:
|
|||||||||||||||||||||||
Real estate taxes
|
$
|
6,243
|
15.0
|
%
|
$
|
3,995
|
9.6
|
%
|
$
|
1,603
|
3.8
|
%
|
$
|
645
|
1.6
|
%
|
|||||||
Utilities
|
12,827
|
42.7
|
11,208
|
37.3
|
537
|
1.8
|
1,082
|
3.6
|
|||||||||||||||
Operating services
|
6,427
|
12.7
|
4,809
|
9.5
|
1,627
|
3.2
|
(9)
|
-
|
|||||||||||||||
Total
|
$
|
25,497
|
20.9
|
%
|
$
|
20,012
|
16.4
|
%
|
$
|
3,767
|
3.1
|
%
|
$
|
1,718
|
1.4
|
%
|
|||||||
OTHER DATA:
|
|||||||||||||||||||||||
Number of Consolidated Properties
|
239
|
231
|
8
|
9
|
|||||||||||||||||||
Commercial Square feet
(in thousands)
|
26,280
|
26,054
|
226
|
1,695
|
|||||||||||||||||||
Multi-family portfolio
(number of units)
|
1,301
|
-
|
1,301
|
-
|
(1)
|
$85.0
million provided by operating activities.
|
(2)
|
$3.4
million used in investing activities, consisting primarily of the following:
|
(a)
|
$62.3 million used for investments in notes receivable; plus
|
(b)
|
$41.8 million used for additions to rental property and improvements; plus
|
(c)
|
$37.7 million used for rental property acquisitions and related intangibles; plus
|
(d)
|
$7.9 million used for the development of rental property, other related costs and deposits; plus
|
(e)
|
$38.9 million used for investments in unconsolidated joint ventures; plus
|
(f)
|
$6.6 million used for restricted cash; minus
|
(g)
|
$190.8 million from proceeds from the sale of rental property; minus
|
(h)
|
$837 thousand received from distributions in excess of cumulative earnings from unconsolidated joint ventures; minus
|
(i)
|
$250 thousand from repayments of notes receivable.
|
(3)
|
$222.3
million used in financing activities, consisting primarily of the following:
|
(a)
|
$200.0 million used for repayments of senior unsecured notes; plus
|
(b)
|
$59.8
million used for payments of dividends and distributions; plus
|
(c)
|
$3.9 million used for the payments of contingent consideration payments; plus
|
(d)
|
$42.5
million used for repayments of mortgages, loans payable and other obligations; plus
|
(e)
|
$177.5 million used for repayments of revolving credit facility; plus
|
(f)
|
$198 thousand used for repayment of finance costs; minus
|
(g)
|
$233.5
million from borrowings under the revolving credit facility; minus
|
(h)
|
$28.1
million from proceeds received from mortgages.
|
Balance
|
Weighted Average
|
Weighted Average
|
||||||
($000’s)
|
% of Total
|
Interest Rate (a)
|
Maturity in Years
|
|||||
Fixed Rate Unsecured Debt and
|
||||||||
Other Obligations
|
$
|
1,417,141
|
64.17
|
%
|
4.92
|
%
|
5.12
|
|
Fixed Rate Secured Debt
|
626,764
|
28.38
|
%
|
7.72
|
%
|
3.00
|
||
Variable Rate Secured Debt
|
108,363
|
4.91
|
%
|
2.54
|
%
|
1.77
|
||
Variable Rate Unsecured Debt (b)
|
56,000
|
2.54
|
%
|
1.26
|
%
|
3.08
|
||
Totals/Weighted Average:
|
$
|
2,208,268
|
100.00
|
%
|
5.51
|
%
|
4.30
|
|
(a)
|
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.16 percent as of June 30, 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 and $1.3 million for the three and six months ended June 30, 2014, respectively.
|
Scheduled
|
Principal
|
Weighted Avg.
|
||||||||||
Amortization
|
Maturities
|
Total
|
Effective Interest Rate of
|
|||||||||
Period
|
($000’s)
|
($000’s)
|
($000’s)
|
Future Repayments (a)
|
||||||||
July 1 to December 31, 2014
|
$
|
4,661
|
$
|
133,484
|
$
|
138,145
|
8.66
|
%
|
||||
2015
|
8,539
|
197,585
|
206,124
|
4.66
|
%
|
|||||||
2016
|
8,311
|
269,272
|
277,583
|
7.14
|
%
|
|||||||
2017 (b)
|
7,274
|
447,368
|
454,642
|
3.76
|
%
|
(c)
|
||||||
2018
|
7,311
|
231,537
|
238,848
|
6.67
|
%
|
|||||||
Thereafter
|
658
|
906,566
|
907,224
|
5.32
|
%
|
|||||||
Sub-total
|
36,754
|
2,185,812
|
2,222,566
|
|||||||||
Adjustment for unamortized debt
|
||||||||||||
discount/premium, net, as of
|
||||||||||||
June 30, 2014
|
(14,298)
|
-
|
(14,298)
|
|||||||||
Totals/Weighted Average
|
$
|
22,456
|
$
|
2,185,812
|
$
|
2,208,268
|
5.51
|
%
|
||||
(a)
|
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.16 percent as of June 30, 2014, plus the applicable spread.
|
(b)
|
Includes outstanding borrowings of the Company’s unsecured revolving credit facility of $56 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 and $1.3 million for the three and six months ended June 30, 2014, respectively.
|
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
|
700,757
|
(700,757)
|
-
|
Shares issued under Dividend Reinvestment
|
|||
and Stock Purchase Plan
|
3,968
|
-
|
3,968
|
Restricted shares issued, net of cancellations
|
29,746
|
-
|
29,746
|
Outstanding at June 30, 2014
|
88,982,062
|
11,164,018
|
100,146,080
|
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
|
$
|
1,770,288
|
$
|
217,075
|
$
|
307,175
|
$
|
336,200
|
$
|
909,838
|
$
|
-
|
|||||
Revolving credit facility (a)
|
58,176
|
706
|
1,411
|
56,059
|
-
|
-
|
|||||||||||
Mortgages, loans payable
|
|||||||||||||||||
and other obligations (b)
|
871,150
|
184,650
|
331,669
|
354,831
|
-
|
-
|
|||||||||||
Payments in lieu of taxes
|
|||||||||||||||||
(PILOT)
|
34,735
|
2,204
|
14,324
|
8,815
|
9,392
|
-
|
|||||||||||
Ground lease payments
|
17,244
|
369
|
939
|
467
|
1,165
|
14,304
|
|||||||||||
Other
|
3,718
|
1,286
|
2,432
|
-
|
-
|
-
|
|||||||||||
Total
|
$
|
2,755,311
|
$
|
406,290
|
$
|
657,950
|
$
|
756,372
|
$
|
920,395
|
$
|
14,304
|
|||||
(a)
|
Interest payments assume LIBOR rate of 0.16 percent, which is the weighted average rate on this outstanding variable rate debt at June 30, 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 June 30, 2014, plus the applicable spread.
|
(a)
|
Includes the Company’s share from unconsolidated joint ventures of $2,658 and $4,117 for the three months ended June 30, 2014 and 2013, respectively, and $5,215 and $7,272 for the six months ended June 30, 2014 and 2013, respectively. Excludes non-real estate-related depreciation and amortization of $78 and $81 for the three months ended June 30, 2014 and 2013, respectively, and $172 and $151 for the six months ended June 30, 2014 and 2013, respectively.
|
·
|
risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants;
|
·
|
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
|
·
|
the extent of any tenant bankruptcies or of any early lease terminations;
|
·
|
our ability to lease or re-lease space at current or anticipated rents;
|
·
|
changes in the supply of and demand for our properties;
|
·
|
changes in interest rate levels and volatility in the securities markets;
|
·
|
changes in operating costs;
|
·
|
our ability to obtain adequate insurance, including coverage for terrorist acts;
|
·
|
the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;
|
·
|
changes in governmental regulation, tax rates and similar matters; and
|
·
|
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
|
Item 3.
|
Quantitative And Qualitative Disclosures About Market Risk
|
June 30, 2014
|
|||||||||||||||||||||||||||||
Debt,
including current portion
|
7/1/14 -
|
Fair
|
|||||||||||||||||||||||||||
($s in thousands)
|
12/31/2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Sub-total
|
Other (a)
|
Total
|
Value
|
|||||||||||||||||||
Fixed Rate
|
$
|
101,195
|
$
|
162,427
|
$
|
277,583
|
$
|
397,493
|
$
|
237,447
|
$
|
882,058
|
$
|
2,058,203
|
$
|
(14,298)
|
$
|
2,043,905
|
$
|
2,096,715
|
|||||||||
Average Interest Rate
|
6.82
|
%
|
5.40
|
%
|
7.14
|
%
|
4.12
|
%
|
6.70
|
%
|
5.41
|
%
|
5.78
|
%
|
|||||||||||||||
Variable Rate
|
-
|
$ |
36,950
|
$
|
43,696
|
$
|
56,217
|
(b)
|
$
|
27,500
|
$
|
164,363
|
-
|
$
|
164,363
|
$
|
164,363
|
(b)
|
Includes $56 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.
|
(b)
|
On July 18, 2014, the Company entered into separation agreements (the “Separation Agreements”) with each of Bradford R. Klatt and Carl Goldberg, formerly principals of Roseland Partners who have served as co-presidents of Roseland Management since the Company acquired the Roseland Business in October 2012. The Separation Agreements provide that the employment agreements of each of Messrs. Klatt and Goldberg terminate and that they shall resign as co-presidents of Roseland Management effective October 23, 2014 (the “Separation Date”). Also on July 18, 2014, the Company amended its purchase agreement with the sellers of the Roseland Business (the “Roseland Amendment”) to modify certain terms of the Roseland Transaction in connection with the departures of Messrs. Klatt and Goldberg. In addition, Mr. Goldberg entered into a consulting agreement with Roseland Management (the “Consulting Agreement”) pursuant to which he shall provide consulting services for a period of one year following the Separation Date for $400,000 payable in four, equal quarterly installments.
|
|
1.
|
The non-competition covenants as they apply to Messrs. Klatt and Goldberg shall terminate on the Separation Date, and the non-competition covenants as they apply to Marshall Tycher shall be amended to permit Mr. Tycher to invest in certain future, family-controlled business ventures, subject to a right of first offer by the Company to make an investment of at least 50 percent in multi-family properties or projects covered by the right of first offer;
|
|
2.
|
The release to the sellers of the Roseland Business of all remaining funds held in the indemnity escrow account and the acceleration of the effectiveness of certain indemnity covenants to the Separation Date; and
|
|
3.
|
The payment of $1 million of the $3 million Earn Out related to certain tax credits/grants.
|
|
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
|
Mack-Cali Realty Corporation
|
|||
(Registrant)
|
|||
Date: July 23, 2014
|
By:
|
/s/ Mitchell E. Hersh
|
|
Mitchell E. Hersh
|
|||
President and
|
|||
Chief Executive Officer
|
|||
(principal executive officer)
|
|||
Date: July 23, 2014
|
By:
|
/s/ Anthony Krug
|
|
Anthony Krug
|
|||
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
|
Articles of Amendment to the Articles of Restatement of Mack-Cali Realty Corporation as filed with the State Department of Assessments and Taxation of Maryland on May 14, 2014 (filed as Exhibit 3.1 to the Company’s Form 8-K dated 12, 2014 and incorporated herein by reference).
|
|
3.3
|
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).
|
|
3.4
|
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).
|
|
3.5
|
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).
|
|
3.6
|
Amendment No. 3 to the Mack-Cali Realty Corporation Amended and Restated Bylaws dated May 14, 2014 (filed as Exhibit 3.2 to the Company’s Form 8-K dated 12, 2014 and incorporated herein by reference).
|
|
3.7
|
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).
|
|
3.8
|
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).
|
|
3.9
|
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).
|
|
3.10
|
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).
|
|
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).
|
Exhibit
|
||
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
Exhibit
|
|||
Number
|
Exhibit Title
|
||
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).
|
||
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).
|
Exhibit
|
||
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
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.
|
Exhibit
|
||
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
Exhibit
|
||
Number
|
Exhibit Title
|
|
|
|
|
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).
|
|
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).
|
|
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).
|
Exhibit
|
|||
Number
|
Exhibit Title
|
||
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).
|
||
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).
|
Exhibit
|
|||
Number
|
Exhibit Title
|
||
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).
|
||
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).
|
|
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).
|
|
1.
|
Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Employment Agreement.
|
2.
|
Employee hereby resigns from employment with the Company, from his position of Co-President of the Company, and from any and all offices, positions, directorship, and/or fiduciary responsibilities of any nature or description with the Company, Parents or their respective subsidiaries or affiliates or any of their employee benefit plans, effective as of October 23, 2014 (the “
Employment Termination Date
”). Notwithstanding the foregoing, Employee shall have the right to continue to use his existing office at the Company’s Short Hills, New Jersey location until December 31, 2014 in order for Employee to transition his current business activities related to Seller to another location in an orderly fashion, provided that Employee shall not be entitled to any salary or other compensation for such period or activities.
|
3.
|
(a) Subject to Section 4, in full and final satisfaction of any amounts due or which could be due to Employee pursuant to the Employment Agreement and any other benefits thereunder or otherwise, it is agreed as follows:
|
(i)
|
Within five days following the Employment Termination Date, the Company will pay Employee any unpaid amounts in respect of the Annual Base Salary earned by Employee through the Employment Termination Date, and Employee shall not be entitled to any additional payment in respect of his Annual Base Salary or any other salary (including, without limitation, no right or entitlement to any of the Remaining Salary);
|
(ii)
|
On April 23, 2015, or, if earlier, within ten days after the date of Employee’s death, the Company will pay Employee or the legal representatives of his estate, as applicable, $500,000 in full satisfaction of all bonus payments or obligations in respect thereto, including all Awarded Target Bonuses;
|
(iii)
|
The Company will reimburse Employee for as yet unreimbursed expenses he may have incurred prior to the Employment Termination Date, subject to Employee’s submission of appropriate receipts and pursuant to its expense reimbursement policy, within 60 days following the Employment Termination Date; and
|
(iv)
|
The Company shall continue to provide Employee with health insurance coverage through the Employment Termination Date.
|
4.
|
On or within five days following the Employment Termination Date, the Employee shall provide the Company a release in the form attached hereto as
Exhibit A
(the “
Release
”) in further consideration for, and as a condition precedent to, receipt of the payments described in Section 3 herein. In addition, it is understood and agreed that all payments hereunder shall be subject to all required deductions and withholdings.
|
5.
|
Employee understands and agrees that he is receiving compensation, payments and/or benefits under this Agreement and the Amendment to the Purchase Agreement that are in excess of those to which he is now entitled, from the Company and/or Company Releasees (as defined in Section 7), and that such compensation, payments and benefits are being provided to him in consideration of his acceptance and execution of, and in reliance upon his representations in, this Agreement. Employee acknowledges that such consideration is adequate and satisfactory to him.
|
6.
|
Except for the payments and benefits provided for in Sections 2 and 3, and any 401(k) or other vested benefits due to Employee pursuant to the terms and conditions of any employee benefit plan of the Company or its affiliates in which Employee was a participant on or prior to the Employment Termination Date, Employee acknowledges and agrees that he is entitled to no other compensation, payments, rights, or benefits from the Company and/or the Company Releasees of any kind or nature whatsoever, including, without limitation, pursuant to the Employment Agreement (including, without limitation, the Fixed Amount, Remaining Salary, Medical Continuation, Target Bonuses, accelerated vesting of Vested Options or other Vested Incentive Compensation and Vested Option Exercise Election) and/or for any other salary, tips, severance pay, fringe benefits, vacation pay, bonuses, incentive compensation, sick pay, insurance, disability insurance, medical benefits, paid or unpaid leave, severance, vesting of equity awards, performance award or payments or any other allowance, payment, grant, award or benefit of any nature or description; provided however that nothing herein shall affect Employee’s rights to indemnification, advancement, defense or reimbursement pursuant to Section 15(a) of the Employment Agreement, any applicable D&O policies or any similar insurance policies or the Company’s or any Company Releasee’s organizational documents. In addition, the Employee acknowledges and agrees that any unvested portion of equity and/or equity-based awards (including, without limitation, stock options, restricted stock and phantom awards), if any, previously granted to the Employee by the Company, MCRLP, MCRC or any of their respective subsidiaries or affiliates, that remain outstanding shall, as of the Employment Termination Date, be immediately forfeited and the Employee shall have no further rights to such unvested awards.
|
7.
|
In further consideration of the covenants undertaken herein by the Company, including, without limitation, the payments described in Section 3, Employee hereby waives, releases and forever discharges (i) the Company and any of its predecessors, parents (including each of MCRLP and MCRC), subsidiaries, affiliates, and related companies, and all of its and/or their respective past and present parents, subsidiaries, affiliates, (ii) the respective past and present directors, officers and employees of the foregoing entities, and to the extent related to activities of the foregoing entities, the respective insurers, attorneys, representatives and agents of the foregoing entities, and (iii) all of the respective successors and assigns of the foregoing entities (individually and collectively “
Company Releasees
”) from and with respect to any and all legally waivable claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which Employee now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to Employee, from the beginning of time until the Employment Termination Date. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by Employee against the Company or any Company Releasee and/or based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the common law of the State of New York and the State of New Jersey, Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law, the New York City Human Rights Law, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. Section 1981, the Equal Pay Act, the Fair Labor Standards Act, the New York Labor Law, the New Jersey Law Against Discrimination, the New Jersey Wage and Hour Law, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act and the Employee Retirement Income Security Act, including all amendments thereto.
|
8.
|
Employee represents and affirms that (i) he has not commenced, maintained, prosecuted, or participated in any complaint, claim or action against the Company and/or the Company Releasees, in any court or before any administrative, investigative or arbitral body or agency, (ii) to the best of Employee’s knowledge and belief, there is no outstanding claim or demand for relief against the Company and/or the Company Releasees by Employee or any person, organization, or entity acting on his behalf, and (iii) that Employee will not in the future commence, maintain, prosecute or participate in any complaint, claim of any nature or description or action, against the Company or any Company Releasee for any claim released herein in any court or before any administrative, investigative or arbitral body or agency. Notwithstanding the foregoing, this Agreement does not extend to those rights, which as a matter of law cannot be waived.
|
9.
|
In further consideration of the covenants undertaken herein by Employee, the Company, MCRLP and MCRC, on behalf of themselves and each of their respective subsidiaries, affiliates and related companies, and all of their respective past subsidiaries, affiliates and related companies (individually and collectively “
MCRC Releasors
”), hereby waive, release and forever discharge Employee and his heirs, representatives, attorneys, agents, successors, and assigns from and with respect to any and all legally waivable claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which any of the MCRC Releasors now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to any such MCRC Releasor, from the beginning of time until the Employment Termination Date, other than (i) any claim or right of any MCRC Releasor that may first arise after the Employment Termination Date, (ii) any claim or right of the Company or any MCRC Releasor under this Agreement or the Purchase Agreement (as amended), or (iii) claims that any such MCRC Releasor does not know of for misappropriation of material assets by Employee.
|
10.
|
Neither this Agreement, nor anything contained in it, shall constitute or shall be used as an admission or as evidence of any liability or wrongdoing whatsoever by or attributable to the Company or the Company Releasees. The Company and the Company Releasees deny any liability whatsoever to Employee and/or that it or they have violated any agreement with Employee, or any duty or obligation owed him, derived from any source whatever whether statutory, regulatory, contractual or otherwise. Neither this Agreement, nor anything contained in it, shall be introduced in any proceeding in any forum of any nature or description except to enforce this Agreement or to defend against any claim relating to the subject matter of the releases contained herein or as required by court order, subpoena, or other legal process.
|
11.
|
Employee agrees that he will not engage in any wrongful conduct that is injurious to the Company’s, Parents’, their respective affiliates’ or its and their respective officers’ or directors’, reputation and interest, including but not limited to, disparaging, inducing or encouraging others to disparage or bring claims against the Company, Parents, their respective affiliates, or its or any of their respective officers or directors, or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of the Company, Parents, their respective affiliates, or any of its and their respective officers or directors, except if testifying truthfully under oath pursuant to any lawful court order or subpoena (“
Required Disclosure
”), provided that Employee shall provide prior notice of a Required Disclosure as far in advance as reasonably practicable under the circumstances of a Required Disclosure (unless prohibited by law), so that the Company or its affiliates may intervene, appear or otherwise object, including by requesting confidential hearing or treatment at the Company’s sole expense.
|
12.
|
The Company (through its or its affiliates’ officers and directors) will not engage in any wrongful conduct that is injurious to Employee’s reputation and interest, including but not limited to, disparaging, inducing or encouraging others to disparage or bring claims against Employee, or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of Employee, except pursuant to a Required Disclosure, provided that the Company shall provide prior notice of a Required Disclosure as far in advance as reasonably practicable under the circumstances of a Required Disclosure (unless prohibited by law), so that Employee may intervene, appear or otherwise object, including by requesting confidential hearing or treatment at Employee’s sole expense.
|
13.
|
The rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of New Jersey, without regard to principles of conflict of laws.
|
14.
|
This Agreement and the Purchase Agreement (as amended) constitute and contain the entire agreement and understanding between Employee and the Company concerning the subject matters addressed herein and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof. It is understood and agreed that except for paragraphs 10(b) (Effect on Employee Benefits and Programs), 11 (Confidential Information), 12 (Return of Documents), 14 (Remedies), 15(a) (Indemnification), 19 (Notices), and 20 (Governing Law) of the Employment Agreement, which shall survive according to their respective terms, the Employment Agreement shall terminate and be null and void and of no further effect, from and after the Effective Date.
|
15.
|
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic and facsimiled copies of such signed counterparts may be used in lieu of the originals for any purpose.
|
16.
|
If any provision of this Agreement or the application thereof is held invalid, such invalidation shall not affect other provisions or applications of this Agreement and to this end, the provisions of this Agreement are declared to be severable, provided, however, that if the release provided for in Section 7 or any part thereof (or the Release to be delivered pursuant to Section 4 hereof or any part thereof) is declared or adjudged invalid or unenforceable for any reason and, as a result, a claim covered by and released in Section 7 or the Release (had Section 7 or the Release or part thereof not been declared or adjudged invalid or unenforceable) is brought by Employee against the Company, the entire Agreement shall be a nullity and all consideration provided in this Agreement shall be repaid by Employee to the Company.
|
17.
|
Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction or interpretation of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.
|
18.
|
This Agreement cannot be modified except in writing signed by all parties.
|
19.
|
Employee hereby acknowledges: (a) he has been advised to consult with an attorney before signing this Agreement; (b) he has obtained independent legal advice from an attorney of his choice with respect to this Agreement, or has knowingly and voluntarily chosen not to do so; (c) he freely, voluntarily and knowingly entered into this Agreement after due consideration; (d) he has had a minimum of twenty-one (21) days to review and consider this Agreement; (e) he has a right to revoke this Agreement by notifying Dennis Block, Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166 in writing through and including July 25, 2014; and (f) in exchange for his waivers, releases and commitments set forth herein, including his waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits and other considerations that he is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which he would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein.
|
20.
|
This Agreement shall become effective upon the expiration of the revocation period provided for in Section 19(e) above (the “
Effective Date
”),
provided that this Agreement has not been revoked in whole or in part.
|
21.
|
This Agreement shall inure to the benefit of and shall be binding upon the Company and/or the Company Releasees and all their respective successors and assigns, and any entity with which they may merge or consolidate or to which they may sell all or substantially all their or its assets, and Employee agrees that, except for transfers by will or the laws of descent and distribution, he may not sell or otherwise assign or transfer rights, obligations or benefits under this Agreement (or any surviving provisions of the Employment Agreement) and any attempt to do so shall be void; Employee further covenants and agrees that he has not assigned or otherwise transferred any claim released in this Agreement, in whole or party, to any person or entity.
|
22.
|
Upon the Company’s request at any time on or after the Employment Termination Date, Employee will return to the Company all keys, credit cards, if any, ID cards, and beepers, and will return or destroy any and all original and duplicate copies of all his work product and of files, calendars, books, records, notes, notebooks, manuals, computer disks, diskettes, and any other magnetic and other media materials he has in his possession or under his control which contains confidential or proprietary information of the Company; provided that through December 31, 2014, Employee may retain such keys and ID cards as may be necessary to access his office at the Company’s Short Hills, New Jersey location pursuant to Section 2 of this Agreement, which keys and ID cards will be returned by Employee to the Company promptly after December 31, 2014.
|
23.
|
All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or delivered by a recognized delivery service or mailed, postage prepaid, by express, certified or registered mail, return receipt requested, and addressed to the Chief Executive Officer of the Company or Employee, as applicable, at the address set forth on
Schedule I
hereto (or to such other address as shall have be duly provided in accordance with this Section 23).
|
24.
|
The parties agree that the amounts and benefit payable hereunder are either exempt from or compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance promulgated thereunder (the “
Section 409A
”), and the parties agree not to take any position inconsistent with such agreement for any reporting purposes, whether internal or external, and to cause their affiliates, successors and assigns not to take any such inconsistent position. Notwithstanding anything in this Agreement to the contrary, any payments or benefits due hereunder that constitute non-exempt “deferred compensation” (as defined in Section 409A) that are otherwise payable by reason of Employee’s termination of service will not be paid or provided to Employee until he has undergone a “separation from service” (as defined in Section 409A), which the parties agree shall occur on October 23, 2014. If, and only if, Employee is a “specified employee” (as defined in Section 409A) and a payment or benefit provided for in this Agreement would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after Employee’s separation from service (i.e., April 23, 2015), then such payment or benefit shall not be paid (or commence) during the six-month period immediately following Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Section 409A shall instead be paid to Employee in a lump-sum cash payment on April 23, 2015 or, if earlier, within 10 days following the date of Employee’s death. The parties agree that the payment to be made to Employee pursuant to Section 3(b) of this Agreement does not constitute non-exempt “deferred compensation” within the meaning of Section 409A. Employee’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. If Employee is entitled to any reimbursement of expenses or in-kind benefits that are includable in Employee’s federal gross taxable income, the amount of such expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Employee’s right to reimbursement of expenses or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
|
Dated:
July 18, 2014
|
BRADFORD R. KLATT
/s/ Bradford R. Klatt
|
Dated:
July 18, 2014
|
ROSELAND MANAGEMENT SERVICES, L.P.
By: Roseland Services, L.L.C., its general partner
By: MC Roseland TRS Operating L.L.C., its sole member
By: Mack-Cali Services, Inc., its sole member
By:
/s/ Mitchell E. Hersh
Name: Mitchell E. Hersh
Title: President and Chief Executive Officer
|
Dated:
July 18, 2014
|
MACK-CALI REALTY L.P.
By: Mack-Cali Realty Corporation, its general partner
By:
/s/ Mitchell E. Hersh
Mitchell E. Hersh, President and Chief
Executive Officer
|
Dated:
July 18, 2014
|
MACK-CALI REALTY CORPORATION
By:
/s/ Mitchell E. Hersh
Mitchell E. Hersh, President and Chief
Executive Officer
|
1.
|
Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Employment Agreement.
|
2.
|
Employee hereby resigns from employment with the Company, from his position of Co-President of the Company, and from any and all offices, positions, directorship, and/or fiduciary responsibilities of any nature or description with the Company, Parents or their respective subsidiaries or affiliates or any of their employee benefit plans, effective as of October 23, 2014 (the “
Employment Termination Date
”). Notwithstanding the foregoing, Employee shall have the right to continue to use his existing office at the Company’s Short Hills, New Jersey location until December 31, 2014 in order for Employee to transition his current business activities related to Seller to another location in an orderly fashion, provided that Employee shall not be entitled to any salary or other compensation for such period or activities.
|
3.
|
(a) Subject to Section 4, in full and final satisfaction of any amounts due or which could be due to Employee pursuant to the Employment Agreement and any other benefits thereunder or otherwise, it is agreed as follows:
|
(i)
|
Within five days following the Employment Termination Date, the Company will pay Employee any unpaid amounts in respect of the Annual Base Salary earned by Employee through the Employment Termination Date, and Employee shall not be entitled to any additional payment in respect of his Annual Base Salary or any other salary (including, without limitation, no right or entitlement to any of the Remaining Salary);
|
(ii)
|
Six months after the date of Employee’s separation from service (as determined pursuant to Section 409A, defined below), or, if earlier, within ten days after the date of Employee’s death, the Company will pay Employee or the legal representatives of his estate, as applicable, $500,000 in full satisfaction of all bonus payments or obligations in respect thereto, including all Awarded Target Bonuses;
|
(iii)
|
The Company will reimburse Employee for as yet unreimbursed expenses he may have incurred prior to the Employment Termination Date, subject to Employee’s submission of appropriate receipts and pursuant to its expense reimbursement policy, within 60 days following the Employment Termination Date;
|
(iv)
|
The Company shall continue to provide Employee with health insurance coverage through the Employment Termination Date; and
|
(v)
|
If the Employee timely elects to receive continuation of health insurance coverage pursuant to COBRA, the Company shall pay, on behalf of the Employee and his eligible dependents, the applicable COBRA premiums until the earlier of (i) October 23, 2015 and (ii) the termination of the Consulting Agreement for any reason.
|
4.
|
On or within five days following the Employment Termination Date, the Employee shall provide the Company a release in the form attached hereto as
Exhibit A
(the “
Release
”) in further consideration for, and as a condition precedent to, receipt of the payments described in Section 3 herein. In addition, it is understood and agreed that all payments hereunder shall be subject to all required deductions and withholdings.
|
5.
|
Employee understands and agrees that he is receiving compensation, payments and/or benefits under this Agreement and the Amendment to the Purchase Agreement that are in excess of those to which he is now entitled, from the Company and/or Company Releasees (as defined in Section 7), and that such compensation, payments and benefits are being provided to him in consideration of his acceptance and execution of, and in reliance upon his representations in, this Agreement. Employee acknowledges that such consideration is adequate and satisfactory to him.
|
6.
|
Except for the payments and benefits provided for in Sections 2 and 3, and any 401(k) or other vested benefits due to Employee pursuant to the terms and conditions of any employee benefit plan of the Company or its affiliates in which Employee was a participant on or prior to the Employment Termination Date, Employee acknowledges and agrees that he is entitled to no other compensation, payments, rights, or benefits from the Company and/or the Company Releasees of any kind or nature whatsoever, including, without limitation, pursuant to the Employment Agreement (including, without limitation, the Fixed Amount, Remaining Salary, Medical Continuation, Target Bonuses, accelerated vesting of Vested Options or other Vested Incentive Compensation and Vested Option Exercise Election) and/or for any other salary, tips, severance pay, fringe benefits, vacation pay, bonuses, incentive compensation, sick pay, insurance, disability insurance, medical benefits, paid or unpaid leave, severance, vesting of equity awards, performance award or payments or any other allowance, payment, grant, award or benefit of any nature or description; provided however that nothing herein shall affect Employee’s rights to indemnification, advancement, defense or reimbursement pursuant to Section 15(a) of the Employment Agreement, any applicable D&O policies or any similar insurance policies or the Company’s or any Company Releasee’s organizational documents. In addition, the Employee acknowledges and agrees that any unvested portion of equity and/or equity-based awards (including, without limitation, stock options, restricted stock and phantom awards), if any, previously granted to the Employee by the Company, MCRLP, MCRC or any of their respective subsidiaries or affiliates, that remain outstanding shall, as of the Employment Termination Date, be immediately forfeited and the Employee shall have no further rights to such unvested awards.
|
7.
|
In further consideration of the covenants undertaken herein by the Company, including, without limitation, the payments described in Section 3, Employee hereby waives, releases and forever discharges (i) the Company and any of its predecessors, parents (including each of MCRLP and MCRC), subsidiaries, affiliates, and related companies, and all of its and/or their respective past and present parents, subsidiaries, affiliates, (ii) the respective past and present directors, officers and employees of the foregoing entities, and to the extent related to activities of the foregoing entities, the respective insurers, attorneys, representatives and agents of the foregoing entities, and (iii) all of the respective successors and assigns of the foregoing entities (individually and collectively “
Company Releasees
”) from and with respect to any and all legally waivable claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which Employee now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to Employee, from the beginning of time until the Employment Termination Date. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right asserted or which could have been asserted by Employee against the Company or any Company Releasee and/or based upon or arising under any federal, state or local tort, fair employment practices, equal opportunity, or wage and hour laws, including, but not limited to, the common law of the State of New York and the State of New Jersey, Title VII of the Civil Rights Act of 1964, the New York State Human Rights Law, the New York City Human Rights Law, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 42 U.S.C. Section 1981, the Equal Pay Act, the Fair Labor Standards Act, the New York Labor Law, the New Jersey Law Against Discrimination, the New Jersey Wage and Hour Law, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act and the Employee Retirement Income Security Act, including all amendments thereto.
|
8.
|
Employee represents and affirms that (i) he has not commenced, maintained, prosecuted, or participated in any complaint, claim or action against the Company and/or the Company Releasees, in any court or before any administrative, investigative or arbitral body or agency, (ii) to the best of Employee’s knowledge and belief, there is no outstanding claim or demand for relief against the Company and/or the Company Releasees by Employee or any person, organization, or entity acting on his behalf, and (iii) that Employee will not in the future commence, maintain, prosecute or participate in any complaint, claim of any nature or description or action, against the Company or any Company Releasee for any claim released herein in any court or before any administrative, investigative or arbitral body or agency. Notwithstanding the foregoing, this Agreement does not extend to those rights, which as a matter of law cannot be waived.
|
9.
|
In further consideration of the covenants undertaken herein by Employee, the Company, MCRLP and MCRC, on behalf of themselves and each of their respective subsidiaries, affiliates and related companies, and all of their respective past subsidiaries, affiliates and related companies (individually and collectively “
MCRC Releasors
”), hereby waive, release and forever discharge Employee and his heirs, representatives, attorneys, agents, successors, and assigns from and with respect to any and all legally waivable claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law, which any of the MCRC Releasors now has, ever had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to any such MCRC Releasor, from the beginning of time until the Employment Termination Date, other than (i) any claim or right of any MCRC Releasor that may first arise after the Employment Termination Date, (ii) any claim or right of the Company or any MCRC Releasor under this Agreement, the Purchase Agreement (as amended) or the Consulting Agreement, or (iii) claims that any such MCRC Releasor does not know of for misappropriation of material assets by Employee.
|
10.
|
Neither this Agreement, nor anything contained in it, shall constitute or shall be used as an admission or as evidence of any liability or wrongdoing whatsoever by or attributable to the Company or the Company Releasees. The Company and the Company Releasees deny any liability whatsoever to Employee and/or that it or they have violated any agreement with Employee, or any duty or obligation owed him, derived from any source whatever whether statutory, regulatory, contractual or otherwise. Neither this Agreement, nor anything contained in it, shall be introduced in any proceeding in any forum of any nature or description except to enforce this Agreement or to defend against any claim relating to the subject matter of the releases contained herein or as required by court order, subpoena, or other legal process.
|
11.
|
Employee agrees that he will not engage in any wrongful conduct that is injurious to the Company’s, Parents’, their respective affiliates’ or its and their respective officers’ or directors’, reputation and interest, including but not limited to, disparaging, inducing or encouraging others to disparage or bring claims against the Company, Parents, their respective affiliates, or its or any of their respective officers or directors, or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of the Company, Parents, their respective affiliates, or any of its and their respective officers or directors, except if testifying truthfully under oath pursuant to any lawful court order or subpoena (“
Required Disclosure
”), provided that Employee shall provide prior notice of a Required Disclosure as far in advance as reasonably practicable under the circumstances of a Required Disclosure (unless prohibited by law), so that the Company or its affiliates may intervene, appear or otherwise object, including by requesting confidential hearing or treatment at the Company’s sole expense.
|
12.
|
The Company (through its or its affiliates’ officers and directors) will not engage in any wrongful conduct that is injurious to Employee’s reputation and interest, including but not limited to, disparaging, inducing or encouraging others to disparage or bring claims against Employee, or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of Employee, except pursuant to a Required Disclosure, provided that the Company shall provide prior notice of a Required Disclosure as far in advance as reasonably practicable under the circumstances of a Required Disclosure (unless prohibited by law), so that Employee may intervene, appear or otherwise object, including by requesting confidential hearing or treatment at Employee’s sole expense.
|
13.
|
The rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of New Jersey, without regard to principles of conflict of laws.
|
14.
|
This Agreement, the Purchase Agreement (as amended) and the Consulting Agreement constitute and contain the entire agreement and understanding between Employee and the Company concerning the subject matters addressed herein and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof. It is understood and agreed that except for paragraphs 10(b) (Effect on Employee Benefits and Programs), 11 (Confidential Information), 12 (Return of Documents), 14 (Remedies), 15(a) (Indemnification), 19 (Notices), and 20 (Governing Law) of the Employment Agreement, which shall survive according to their respective terms, the Employment Agreement shall terminate and be null and void and of no further effect, from and after the Effective Date.
|
15.
|
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic and facsimiled copies of such signed counterparts may be used in lieu of the originals for any purpose.
|
16.
|
If any provision of this Agreement or the application thereof is held invalid, such invalidation shall not affect other provisions or applications of this Agreement and to this end, the provisions of this Agreement are declared to be severable, provided, however, that if the release provided for in Section 7 or any part thereof (or the Release to be delivered pursuant to Section 4 hereof or any part thereof) is declared or adjudged invalid or unenforceable for any reason and, as a result, a claim covered by and released in Section 7 or the Release (had Section 7 or the Release or part thereof not been declared or adjudged invalid or unenforceable) is brought by Employee against the Company, the entire Agreement shall be a nullity and all consideration provided in this Agreement shall be repaid by Employee to the Company.
|
17.
|
Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction or interpretation of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.
|
18.
|
This Agreement cannot be modified except in writing signed by all parties.
|
19.
|
Employee hereby acknowledges: (a) he has been advised to consult with an attorney before signing this Agreement; (b) he has obtained independent legal advice from an attorney of his choice with respect to this Agreement, or has knowingly and voluntarily chosen not to do so; (c) he freely, voluntarily and knowingly entered into this Agreement after due consideration; (d) he has had a minimum of twenty-one (21) days to review and consider this Agreement; (e) he has a right to revoke this Agreement by notifying Dennis Block, Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166 in writing through and including July 25, 2014; and (f) in exchange for his waivers, releases and commitments set forth herein, including his waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits and other considerations that he is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which he would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein.
|
20.
|
This Agreement shall become effective upon the expiration of the revocation period provided for in Section 19(e) above (the “
Effective Date
”),
provided that this Agreement has not been revoked in whole or in part.
|
21.
|
This Agreement shall inure to the benefit of and shall be binding upon the Company and/or the Company Releasees and all their respective successors and assigns, and any entity with which they may merge or consolidate or to which they may sell all or substantially all their or its assets, and Employee agrees that, except for transfers by will or the laws of descent and distribution, he may not sell or otherwise assign or transfer rights, obligations or benefits under this Agreement (or any surviving provisions of the Employment Agreement) and any attempt to do so shall be void; Employee further covenants and agrees that he has not assigned or otherwise transferred any claim released in this Agreement, in whole or party, to any person or entity.
|
22.
|
Upon the Company’s request at any time on or after the Employment Termination Date, Employee will return to the Company all keys, credit cards, if any, ID cards, and beepers, and will return or destroy any and all original and duplicate copies of all his work product and of files, calendars, books, records, notes, notebooks, manuals, computer disks, diskettes, and any other magnetic and other media materials he has in his possession or under his control which contains confidential or proprietary information of the Company; provided that through December 31, 2014, Employee may retain such keys and ID cards as may be necessary to access his office at the Company’s Short Hills, New Jersey location pursuant to Section 2 of this Agreement, which keys and ID cards will be returned by Employee to the Company promptly after December 31, 2014.
|
23.
|
All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or delivered by a recognized delivery service or mailed, postage prepaid, by express, certified or registered mail, return receipt requested, and addressed to the Chief Executive Officer of the Company or Employee, as applicable, at the address set forth on
Schedule I
hereto (or to such other address as shall have be duly provided in accordance with this Section 23).
|
24.
|
The parties agree that the amounts and benefit payable hereunder are either exempt from or compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance promulgated thereunder (the “
Section 409A
”), and the parties agree not to take any position inconsistent with such agreement for any reporting purposes, whether internal or external, and to cause their affiliates, successors and assigns not to take any such inconsistent position. Notwithstanding anything in this Agreement to the contrary, any payments or benefits due hereunder that constitute non-exempt “deferred compensation” (as defined in Section 409A) that are otherwise payable by reason of Employee’s termination of service will not be paid or provided to Employee until he has undergone a “separation from service” (as defined in Section 409A). If, and only if, Employee is a “specified employee” (as defined in Section 409A) and a payment or benefit provided for in this Agreement would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after Employee’s separation from service, then such payment or benefit shall not be paid (or commence) during the six-month period immediately following Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Section 409A shall instead be paid to Employee in a lump-sum cash payment six months after the date of Employee’s separation from service or, if earlier, within 10 days following the date of Employee’s death. The parties agree that the payment to be made to Employee pursuant to Section 3(b) of this Agreement does not constitute non-exempt “deferred compensation” within the meaning of Section 409A. Employee’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. If Employee is entitled to any reimbursement of expenses or in-kind benefits that are includable in Employee’s federal gross taxable income, the amount of such expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Employee’s right to reimbursement of expenses or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
|
Dated:
July 18, 2014
|
CARL GOLDBERG
/s/ Carl Goldberg
|
Dated:
July 18, 2014
|
ROSELAND MANAGEMENT SERVICES, L.P.
By: Roseland Services, L.L.C., its general partner
By: MC Roseland TRS Operating L.L.C., its sole member
By: Mack-Cali Services, Inc., its sole member
By:
/s/ Mitchell E. Hersh
Name: Mitchell E. Hersh
Title: President and Chief Executive Officer
|
Dated:
July 18, 2014
|
MACK-CALI REALTY L.P.
By: Mack-Cali Realty Corporation, its general partner
By:
/s/ Mitchell E. Hersh
Mitchell E. Hersh, President and Chief
Executive Officer
|
Dated:
July 18, 2014
|
MACK-CALI REALTY CORPORATION
By:
/s/ Mitchell E. Hersh
Mitchell E. Hersh, President and Chief
Executive Officer
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Purchase Agreement.
|
2.
|
Earn out.
The Purchaser and Parents confirm, acknowledge and agree that Seller has earned $1,000,000 of the Earnout pursuant to clause (c) of Section I.B. of Exhibit C to the Purchase Agreement, and notwithstanding anything to the contrary in Exhibit C to the Purchase Agreement, Parents shall cause Purchaser to pay such amount to Seller within five (5) days following the Effective Date.
|
3.
|
Indemnification Escrow
. Purchaser, Parents and Seller agree to deliver a “Joint Written Direction” to the Escrow Agent pursuant to Section 5(e) of the Indemnity Escrow Agreement on the Effective Date to direct the Escrow Agent to release and distribute to Seller all amounts remaining in the Escrow Fund held by the Escrow Agent in the Escrow Account established pursuant to the Indemnity Escrow Agreement.
|
4.
|
Other Amendments to Purchase Agreement
.
|
(a)
|
Termination of Non-Compete Covenants
. The parties agree that from and after October 23, 2014, Klatt and Goldberg shall have no further obligations under Section 5.08(a) of the Purchase Agreement. For the avoidance of doubt, (i) the obligations and agreements of Seller and Tycher under Section 5.08(a) of the Purchase Agreement shall remain in full force and effect and continue without amendment or modification, except to the extent set forth below; and (ii) nothing herein shall affect or limit the obligations of Goldberg under any consulting or similar agreement entered into between Goldberg and the Company. In furtherance of the foregoing, Section 5.08(a) of the Purchase Agreement is amended and restated effective as of the Effective Date, by replacing subsection (a) of Section 5.08 with the following:
|
(b)
|
The parties agree that from and after the Effective Date, Section 5.08(b) of the Purchase Agreement shall not apply to the hiring of Jack Tycher or Devra Goldberg.
|
(c)
|
Section 5.18 of the Purchase Agreement shall be amended effective as of the Effective Date by deleting the second sentence thereof and replacing such sentence with the following: “
During the period beginning on July 18, 2014 and ending on the sixth (6
th
) anniversary of the Closing Date,
Seller shall, and the Principals shall cause Seller to, maintain a net worth (based on the fair market value of the Seller’s assets) of not less than $10,000,000;
provided
,
however
, that from and after a Change of Control of MCRC, Seller shall no longer be required to comply with this net worth requirement.
”
|
(d)
|
Section 8.07(c) of the Purchase Agreement shall be amended effective as of the Effective Date by deleting, in clause (iii) of subsection (c) of Section 5.18, the words “
after the third (3
rd
) anniversary of the Closing Date,
” and replacing them with the words: “
from and after July 18, 2014,
”.
|
5.
|
Representations and Warranties
.
|
(a)
|
Each of the Principals (only as to himself on a several basis and not jointly with any other Principal) and Seller represents and warrants to the Parents and Purchaser, as follows:
|
i.
|
The execution and delivery of this Amendment, the performance of Seller’s obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller and no other action by Seller is necessary to authorize the transactions contemplated hereby. This Amendment has been executed and delivered by a duly authorized officer or manager of Seller.
|
ii.
|
This Amendment has been duly executed and delivered by Seller and each of the Principals, each of the Separation Agreements has been duly executed and delivered by Klatt or Goldberg, as applicable, and the Consulting Agreement dated as of today’s date among Goldberg, Devra Goldberg and the Company (the “
Consulting Agreement
”) has been duly executed and delivered by Goldberg, and (assuming due authorization, execution and delivery by the other parties thereto) this Amendment, each of the Separation Agreements and the Consulting Agreement constitutes a legal, valid and binding obligation of Seller and each of the Principals that is a party thereto, as applicable, enforceable against Seller and/or each such Principal, as the case may be, in accordance with its terms.
|
(b)
|
Each of the Parents, jointly and severally, represents and warrants to Seller and the Principals, as follows:
|
i.
|
The execution and delivery by the Purchaser, each of the Parents and the Company of this Amendment, the Separation Agreements, and the Consulting Agreement (as applicable), the performance of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by the Purchaser, the Parents and the Company have been duly authorized by all requisite corporate, limited partnership or limited liability company action on the part of the Purchaser, the Parents and the Company, as applicable.
|
ii.
|
This Amendment has been duly executed and delivered by the Purchaser and each of the Parents, the Separation Agreements have been duly executed and delivered by the Company and each of the Parents, and the Consulting Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the other parties thereto) this Amendment , the Separation Agreements and the Consulting Agreement constitute the legal, valid and binding obligations of the Purchaser, the Parents and the Company, as applicable, enforceable against the Purchaser, the Parents and/or the Company, as the case may be, in accordance with its terms.
|
6.
|
Miscellaneous
.
|
(a)
|
This Amendment shall be effective only upon and as of the Effective Date, and, except as set forth herein, the Purchase Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. In the event that any one of the Separation Agreements is revoked, in whole or in part, or otherwise does not become effective as of the Effective Date, this Amendment shall be null and void and of no force and effect, and each of the Purchase Agreement and the Indemnity Escrow Agreement shall remain in full force and effect and shall be unaffected by this Amendment.
|
(b)
|
This Amendment may be executed and delivered (including by facsimile transmission or portable document format (PDF)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
|
(c)
|
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts to be made and performed entirely within such State.
|
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: July 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: July 23, 2014
|
By:
|
/s/ Anthony Krug
|
|
Anthony Krug
|
|||
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: July 23, 2014
|
By:
|
/s/ Mitchell E. Hersh
|
Mitchell E. Hersh
|
||
President and
|
||
Chief Executive Officer
|
||
Date: July 23, 2014
|
By:
|
/s/ Anthony Krug
|
Anthony Krug
|
||
Chief Financial Officer
|
||