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For the quarterly period ended June 30, 2013
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For the transition period from
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to
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Commission File Number:
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1-13274
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Mack-Cali Realty Corporation
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(Exact name of registrant as specified in its charter)
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Maryland
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22-3305147
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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343 Thornall Street, Edison, New Jersey
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08837-2206
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(Address of principal executive offices)
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(Zip Code)
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(732) 590-1000
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||||
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(Registrant’s telephone number, including area code)
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||||
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Not Applicable
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||||
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(Former name, former address and former fiscal year, if changed since last report)
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||||
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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 ___
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||||
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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 ___
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||||
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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
¨
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||||
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES___ NO
X
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||||
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As of July 22, 2013, there were 88,010,316 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
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Part I
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Financial Information
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Page
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Item 1.
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Financial Statements
(unaudited):
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||
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Consolidated Balance Sheets as of June 30, 2013
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|||
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and December 31, 2012
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4
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||
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Consolidated Statements of Operations for the three and six months
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|||
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ended June 30, 2013 and 2012
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5
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||
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Consolidated Statement of Changes in Equity for the six months
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|||
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ended June 30, 2013
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6
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Consolidated Statements of Cash Flows for the six months
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|||
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ended June 30, 2013 and 2012
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7
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||
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Notes to Consolidated Financial Statements
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8-47
|
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Item 2.
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Management’s Discussion and Analysis of Financial Condition
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||
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and Results of Operations
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48-68
|
||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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68
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Item 4.
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Controls and Procedures
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68
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Part II
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Other Information
|
||
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Item 1.
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Legal Proceedings
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69
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Item 1A.
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Risk Factors
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69
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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69
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Item 3.
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Defaults Upon Senior Securities
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69
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Item 4.
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Mine Safety Disclosures
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69
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Item 5.
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Other Information
|
69
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Item 6.
|
Exhibits
|
69
|
|
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Signatures
|
70
|
||
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Exhibit Index
|
71-91
|
|
June 30,
|
December 31,
|
||||
|
ASSETS
|
2013
|
2012
|
|||
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Rental property
|
|||||
|
Land and leasehold interests
|
$
|
781,347
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$
|
782,315
|
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Buildings and improvements
|
4,142,086
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4,104,472
|
|||
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Tenant improvements
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463,726
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489,608
|
|||
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Furniture, fixtures and equipment
|
4,513
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3,041
|
|||
|
5,391,672
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5,379,436
|
||||
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Less – accumulated depreciation and amortization
|
(1,465,104)
|
(1,478,214)
|
|||
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3,926,568
|
3,901,222
|
||||
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Rental property held for sale, net
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12,851
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60,863
|
|||
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Net investment in rental property
|
3,939,419
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3,962,085
|
|||
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Cash and cash equivalents
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177,939
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58,245
|
|||
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Investments in unconsolidated joint ventures
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135,722
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132,339
|
|||
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Unbilled rents receivable, net
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142,722
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139,984
|
|||
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Deferred charges, goodwill and other assets
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214,615
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204,874
|
|||
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Restricted cash
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19,639
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19,339
|
|||
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Accounts receivable, net of allowance for doubtful accounts
|
|||||
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of $2,084 and $2,614
|
8,008
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9,179
|
|||
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Total assets
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$
|
4,638,064
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$
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4,526,045
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LIABILITIES AND EQUITY
|
|||||
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Senior unsecured notes
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$
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1,616,099
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$
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1,446,894
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|
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Mortgages, loans payable and other obligations
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753,054
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757,495
|
|||
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Dividends and distributions payable
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29,983
|
44,855
|
|||
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Accounts payable, accrued expenses and other liabilities
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126,116
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124,822
|
|||
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Rents received in advance and security deposits
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49,159
|
55,917
|
|||
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Accrued interest payable
|
28,561
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27,555
|
|||
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Total liabilities
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2,602,972
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2,457,538
|
|||
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Commitments and contingencies
|
|||||
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Equity:
|
|||||
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Mack-Cali Realty Corporation stockholders’ equity:
|
|||||
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Common stock, $0.01 par value, 190,000,000 shares authorized,
|
|||||
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88,004,354 and 87,536,292 shares outstanding
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880
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875
|
|||
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Additional paid-in capital
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2,535,814
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2,530,621
|
|||
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Dividends in excess of net earnings
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(795,700)
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(764,522)
|
|||
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Total Mack-Cali Realty Corporation stockholders’ equity
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1,740,994
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1,766,974
|
|||
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Noncontrolling interests in subsidiaries:
|
|||||
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Operating Partnership
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237,461
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245,091
|
|||
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Consolidated joint ventures
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56,637
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56,442
|
|||
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Total noncontrolling interests in subsidiaries
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294,098
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301,533
|
|||
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Total equity
|
2,035,092
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2,068,507
|
|||
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Total liabilities and equity
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$
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4,638,064
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$
|
4,526,045
|
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Three Months Ended
|
Six Months Ended
|
|||||||||||
|
June 30,
|
June 30,
|
|||||||||||
|
REVENUES
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
Base rents
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$
|
144,034
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$
|
143,031
|
$
|
286,273
|
$
|
286,337
|
||||
|
Escalations and recoveries from tenants
|
18,314
|
19,970
|
38,971
|
39,246
|
||||||||
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Construction services
|
6,746
|
4,604
|
14,972
|
8,066
|
||||||||
|
Real estate services
|
6,642
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1,100
|
13,085
|
2,271
|
||||||||
|
Parking income
|
1,603
|
1,530
|
3,002
|
3,141
|
||||||||
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Other income
|
599
|
1,810
|
2,356
|
9,692
|
||||||||
|
Total revenues
|
177,938
|
172,045
|
358,659
|
348,753
|
||||||||
|
EXPENSES
|
||||||||||||
|
Real estate taxes
|
21,001
|
24,228
|
43,842
|
46,467
|
||||||||
|
Utilities
|
14,425
|
14,103
|
31,610
|
29,738
|
||||||||
|
Operating services
|
27,096
|
26,223
|
54,168
|
51,204
|
||||||||
|
Direct construction costs
|
6,511
|
4,337
|
14,336
|
7,615
|
||||||||
|
Real estate services expenses
|
5,304
|
501
|
10,257
|
1,006
|
||||||||
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General and administrative
|
13,157
|
11,873
|
25,162
|
22,643
|
||||||||
|
Depreciation and amortization
|
48,422
|
46,326
|
94,482
|
92,526
|
||||||||
|
Impairments
|
23,851
|
-
|
23,851
|
-
|
||||||||
|
Total expenses
|
159,767
|
127,591
|
297,708
|
251,199
|
||||||||
|
Operating income
|
18,171
|
44,454
|
60,951
|
97,554
|
||||||||
|
OTHER (EXPENSE) INCOME
|
||||||||||||
|
Interest expense
|
(31,271)
|
(31,565)
|
(61,140)
|
(62,112)
|
||||||||
|
Interest and other investment income
|
1,094
|
7
|
1,100
|
20
|
||||||||
|
Equity in earnings (loss) of unconsolidated joint ventures
|
(80)
|
1,733
|
(1,830)
|
2,333
|
||||||||
|
Loss from early extinguishment of debt
|
-
|
(4,415)
|
-
|
(4,415)
|
||||||||
|
Total other (expense) income
|
(30,257)
|
(34,240)
|
(61,870)
|
(64,174)
|
||||||||
|
Income (loss) from continuing operations
|
(12,086)
|
10,214
|
(919)
|
33,380
|
||||||||
|
Discontinued operations:
|
||||||||||||
|
Income from discontinued operations
|
1,364
|
2,831
|
3,286
|
4,920
|
||||||||
|
Loss from early extinguishment of debt
|
(703)
|
-
|
(703)
|
-
|
||||||||
|
Realized gains (losses) and unrealized losses
|
||||||||||||
|
on disposition of rental property, net
|
37,609
|
(1,634)
|
37,609
|
2,378
|
||||||||
|
Total discontinued operations, net
|
38,270
|
1,197
|
40,192
|
7,298
|
||||||||
|
Net income
|
26,184
|
11,411
|
39,273
|
40,678
|
||||||||
|
Noncontrolling interest in consolidated joint ventures
|
62
|
92
|
124
|
171
|
||||||||
|
Noncontrolling interest in Operating Partnership
|
1,455
|
(1,256)
|
93
|
(4,090)
|
||||||||
|
Noncontrolling interest in discontinued operations
|
(4,630)
|
(146)
|
(4,863)
|
(891)
|
||||||||
|
Net income available to common shareholders
|
$
|
23,071
|
$
|
10,101
|
$
|
34,627
|
$
|
35,868
|
||||
|
Basic earnings per common share:
|
||||||||||||
|
Income (loss) from continuing operations
|
$
|
(0.12)
|
$
|
0.10
|
$
|
(0.01)
|
$
|
0.34
|
||||
|
Discontinued operations
|
0.38
|
0.01
|
0.40
|
0.07
|
||||||||
|
Net income available to common shareholders
|
$
|
0.26
|
$
|
0.11
|
$
|
0.39
|
$
|
0.41
|
||||
|
Diluted earnings per common share:
|
||||||||||||
|
Income (loss) from continuing operations
|
$
|
(0.12)
|
$
|
0.10
|
$
|
(0.01)
|
$
|
0.34
|
||||
|
Discontinued operations
|
0.38
|
0.01
|
0.40
|
0.07
|
||||||||
|
Net income available to common shareholders
|
$
|
0.26
|
$
|
0.11
|
$
|
0.39
|
$
|
0.41
|
||||
|
Basic weighted average shares outstanding
|
87,708
|
87,817
|
87,688
|
87,808
|
||||||||
|
Diluted weighted average shares outstanding
|
99,780
|
100,069
|
99,773
|
100,065
|
||||||||
|
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, 2013
|
87,536
|
$
|
875
|
$
|
2,530,621
|
$
|
(764,522)
|
$
|
301,533
|
$
|
2,068,507
|
||||||
|
Net income
|
-
|
-
|
-
|
34,627
|
4,646
|
39,273
|
|||||||||||
|
Common stock dividends
|
-
|
-
|
-
|
(65,805)
|
-
|
(65,805)
|
|||||||||||
|
Common unit distributions
|
-
|
-
|
-
|
-
|
(9,038)
|
(9,038)
|
|||||||||||
|
Increase in noncontrolling interests
|
-
|
-
|
-
|
-
|
319
|
319
|
|||||||||||
|
Redemption of common units
|
|||||||||||||||||
|
for common stock
|
139
|
2
|
2,766
|
-
|
(2,768)
|
-
|
|||||||||||
|
Shares issued under Dividend
|
|||||||||||||||||
|
Reinvestment and Stock
|
|||||||||||||||||
|
Purchase Plan
|
5
|
-
|
149
|
-
|
-
|
149
|
|||||||||||
|
Stock compensation
|
324
|
3
|
1,684
|
-
|
-
|
1,687
|
|||||||||||
|
Rebalancing of ownership percentage
|
|||||||||||||||||
|
between parent and subsidiaries
|
-
|
-
|
594
|
-
|
(594)
|
-
|
|||||||||||
|
Balance at June 30, 2013
|
88,004
|
$
|
880
|
$
|
2,535,814
|
$
|
(795,700)
|
$
|
294,098
|
$
|
2,035,092
|
||||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
2013
|
2012
|
||||
|
Net income
|
$
|
39,273
|
$
|
40,678
|
||
|
Adjustments to reconcile net income to net cash provided by
|
||||||
|
Operating activities:
|
||||||
|
Depreciation and amortization, including related intangible assets
|
94,418
|
92,447
|
||||
|
Depreciation and amortization on discontinued operations
|
974
|
3,716
|
||||
|
Amortization of stock compensation
|
1,687
|
1,635
|
||||
|
Amortization of deferred financing costs and debt discount
|
1,582
|
1,272
|
||||
|
Write off of unamortized discount on senior unsecured notes
|
-
|
370
|
||||
|
Equity in loss (earnings) of unconsolidated joint venture, net
|
1,830
|
(2,333)
|
||||
|
Distributions of cumulative earnings from unconsolidated
|
||||||
|
joint ventures
|
4,712
|
1,494
|
||||
|
Realized (gains) and unrealized losses on disposition
|
||||||
|
of rental property, net
|
(37,609)
|
(2,378)
|
||||
|
Impairments
|
23,851
|
-
|
||||
|
Changes in operating assets and liabilities:
|
||||||
|
Increase in unbilled rents receivable, net
|
(8,216)
|
(1,610)
|
||||
|
Increase in deferred charges, goodwill and other assets
|
(16,859)
|
(7,322)
|
||||
|
Decrease (increase) in accounts receivable, net
|
1,171
|
(1,829)
|
||||
|
Increase in accounts payable, accrued expenses
|
||||||
|
and other liabilities
|
3,120
|
10,229
|
||||
|
(Decrease) increase in rents received in advance and security deposits
|
(6,758)
|
201
|
||||
|
Increase (decrease) in accrued interest payable
|
1,007
|
(6)
|
||||
|
Net cash provided by operating activities
|
$
|
104,183
|
$
|
136,564
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||
|
Rental property acquisitions and related intangibles
|
$
|
(149,200)
|
-
|
|||
|
Rental property additions and improvements
|
(39,688)
|
$
|
(33,348)
|
|||
|
Development of rental property
|
(12,204)
|
(8,352)
|
||||
|
Proceeds from the sale of rental property
|
161,727
|
-
|
||||
|
Repayment of notes receivable
|
83
|
-
|
||||
|
Investment in unconsolidated joint ventures
|
(31,500)
|
(32,475)
|
||||
|
Distributions in excess of cumulative earnings from
|
||||||
|
unconsolidated joint ventures
|
20,354
|
988
|
||||
|
Payment of contingent consideration
|
(2,755)
|
-
|
||||
|
Increase in restricted cash
|
(300)
|
(195)
|
||||
|
Net cash used in investing activities
|
$
|
(53,483)
|
$
|
(73,382)
|
||
|
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||
|
Borrowings from revolving credit facility
|
$
|
289,000
|
$
|
302,526
|
||
|
Repayment of revolving credit facility
|
(289,000)
|
(348,026)
|
||||
|
Proceeds from senior unsecured notes
|
268,928
|
299,403
|
||||
|
Repayment of senior unsecured notes
|
(100,000)
|
(221,019)
|
||||
|
Proceeds from mortgages and loans payable
|
1,798
|
-
|
||||
|
Repayment of mortgages, loans payable and other obligations
|
(9,420)
|
(4,674)
|
||||
|
Payment of financing costs
|
(2,643)
|
(2,635)
|
||||
|
Payment of dividends and distributions
|
(89,669)
|
(89,950)
|
||||
|
Net cash provided by (used in) financing activities
|
$
|
68,994
|
$
|
(64,375)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
$
|
119,694
|
$
|
(1,193)
|
||
|
Cash and cash equivalents, beginning of period
|
58,245
|
20,496
|
||||
|
Cash and cash equivalents, end of period
|
$
|
177,939
|
$
|
19,303
|
||
|
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, 2013 and 2012, respectively, and $1.7 million and $ 1.8 million for the six months ended June 30, 2013 and 2012, respectively. Included in total rental property is construction, tenant improvement and development in-progress of $92.4 million and $107.6 million as of June 30, 2013 and December 31, 2012, 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 and
|
|
Discontinued
|
|
Operations
|
When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or disposed of are presented in discontinued operations for all periods presented. See Note 7: Discontinued Operations.
|
|
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 extend it exceeds its share of previously unrecognized losses.
|
|
|
|
|
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 $809,000 and $661,000 for the three months ended June 30, 2013 and 2012, respectively, and $1,582,000 and $1,272,000 for the six months ended June 30, 2013 and 2012, respectively. If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (loss) on early extinguishment of debt. Such unamortized costs which were written off amounted to zero and $370,000 for the three months ended June 30, 2013 and 2012, respectively, and zero and $370,000 for the six months ended June 30, 2013 and 2012, respectively.
|
|
Leasing Costs
|
Costs incurred in connection with 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, which is capitalized and amortized, approximated $1,033,000 and $1,060,000 for the three months ended June 30, 2013 and 2012, respectively, and $2,206,000 and $2,156,000 for the six months ended June 30, 2013 and 2012, 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. Management performs an annual impairment test for goodwill during the fourth quarter. Additionally, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amounts of goodwill may not be fully recoverable.
|
|
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. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed-rate renewal options for below-market leases. The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases. Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs. See Note 14: Tenant Leases. Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients. Construction services revenue is recognized on the percentage of completion method. Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts. A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract. This revenue recognition method involves inherent risks relating to profit and cost estimates. Real estate services revenue includes property management, development and leasing commission fees and other services, and payroll and related costs reimbursed from clients. Fee income derived from the Company’s unconsolidated joint ventures (which are capitalized by such ventures) are recognized to the extent attributable to the unaffiliated ownership interests. Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.
|
|
|
|
Doubtful Accounts
|
Management periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the collectability of those balances. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.
|
|
Other Taxes
|
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income to its shareholders. 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. 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 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, 2013 represents dividends payable to common shareholders (87,748,884 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (12,003,241 common units) for all such holders of record as of July 3, 2013 with respect to the second quarter 2013. The second quarter 2013 common stock dividends and common unit distributions of $0.30 per common share and unit were approved by the Board of Directors on May 15, 2013. The common stock dividends and common unit distributions payable were paid on July 12, 2013.
|
|
For Stock
|
|
Issuances
|
Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid-in capital.
|
|
Stock
|
|
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 (if any) at the grant date be amortized ratably into expense over the appropriate vesting period. The Company recorded stock compensation expense of $981,000 and $579,000 for the three months ended June 30, 2013 and 2012, respectively, and $2,014,000 and $1,393,000 for the six months ended June 30, 2013 and 2012, 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, 2013 and 2012, and no accumulated other comprehensive income as of June 30, 2013 and 2012.
|
|
Total
|
|||||||||||
|
Alterra 1A
|
Alterra 1B
|
Acquisitions
|
|||||||||
|
Land
|
$
|
9,042
|
$
|
12,055
|
$
|
21,097
|
|||||
|
Buildings and improvements
|
50,671
|
71,409
|
122,080
|
||||||||
|
Furniture, fixtures and equipment
|
801
|
1,474
|
2,275
|
||||||||
|
In-place lease values
|
931
|
(1)
|
3,148
|
(1)
|
4,079
|
||||||
|
61,445
|
88,086
|
149,531
|
|||||||||
|
Less: Below market lease values
|
195
|
(1)
|
136
|
(1)
|
331
|
||||||
|
195
|
136
|
331
|
|||||||||
|
Net cash paid at acquisition
|
$
|
61,250
|
$
|
87,950
|
$
|
149,200
|
|||||
|
Development
|
Development
|
|||||||||
|
# of
|
Rentable
|
Costs Incurred
|
Costs
|
|||||||
|
Date
|
Property/Address
|
Location
|
Bldgs.
|
Square Feet
|
by Company (a)
|
Per Square Foot
|
||||
|
6/5/2013
|
14 Sylvan Way
|
Parsippany, New Jersey
|
1
|
203,506
|
$
|
50,661
|
$
|
248.94
|
||
|
(a) Development costs included approximately $13.1 million in land costs and $4.3 million in leasing costs. Amounts are as of June 30, 2013.
|
||||||||||
|
Rentable
|
Net
|
Net
|
|||||||||
|
Sale
|
# of
|
Square
|
Sales
|
Book
|
Realized
|
||||||
|
Date
|
Property/Address
|
Location
|
Bldgs.
|
Feet
|
Proceeds
|
Value
|
Gain (loss)
|
||||
|
04/10/13
|
19 Skyline Drive (a)
|
Hawthorne, New York
|
1
|
248,400
|
$
|
16,131
|
$
|
16,005
|
126
|
||
|
04/26/13
|
55 Corporate Drive
|
Bridgewater, New Jersey
|
1
|
204,057
|
70,967
|
51,308
|
19,659
|
||||
|
05/02/13
|
200 Riser Road
|
Little Ferry, New Jersey
|
1
|
286,628
|
31,775
|
14,852
|
16,923
|
||||
|
05/13/13
|
777 Passaic Avenue
|
Clifton, New Jersey
|
1
|
75,000
|
5,640
|
3,713
|
1,927
|
||||
|
05/30/13
|
16 and 18 Sentry Parkway West (b)
|
Blue Bell, Pennsylvania
|
2
|
188,103
|
19,041
|
19,721
|
(680)
|
||||
|
05/31/13
|
51 Imclone Drive (c)
|
Branchburg, New Jersey
|
1
|
63,213
|
6,101
|
5,278
|
823
|
||||
|
06/28/13
|
40 Richards Avenue
|
Norwalk, Connecticut
|
1
|
145,487
|
15,858
|
17,027
|
(1,169)
|
||||
|
Totals:
|
8
|
1,210,888
|
$
|
165,513
|
$
|
127,904
|
37,609
|
||||
|
(a) The Company recognized a valuation allowance of $7.1 million on this property at December 31, 2012. In connection with the sale, the Company provided an interest-free note receivable to the buyer of $5 million (with a net present value of $3.7 million at June 30, 2013) which matures in ten years and requires monthly payments of principal. See Note 5: Deferred charges, goodwill and other assets.
|
|||||||||||
|
(b) The Company recorded an $8.4 million impairment charge on these properties at December 31, 2012. The Company has retained a subordinated interest in these properties.
|
|||||||||||
|
(c) The property was encumbered by a mortgage loan which was satisfied by the Company at the time of the sale. The Company incurred $0.7 million in costs for the debt satisfaction, which was included in discontinued operations: loss from early retirement of debt for the three and six months ended June 30, 2013.
|
|||||||||||
|
June 30,
|
December 31,
|
|||||
|
2013
|
2012
|
|||||
|
Assets:
|
||||||
|
Rental property, net
|
$
|
442,372
|
$
|
180,254
|
||
|
Loan receivable
|
43,641
|
42,276
|
||||
|
Other assets
|
380,353
|
311,847
|
||||
|
Total assets
|
$
|
866,366
|
$
|
534,377
|
||
|
Liabilities and partners'/
|
||||||
|
members' capital:
|
||||||
|
Mortgages and loans payable
|
$
|
387,945
|
$
|
168,908
|
||
|
Other liabilities
|
51,965
|
12,141
|
||||
|
Partners'/members' capital
|
426,456
|
353,328
|
||||
|
Total liabilities and
|
||||||
|
partners'/members' capital
|
$
|
866,366
|
$
|
534,377
|
|
June 30,
|
December 31,
|
||||
|
Entity
|
2013
|
2012
|
|||
|
Plaza VIII & IX Associates, L.L.C.
|
$
|
4,042
|
$
|
4,321
|
|
|
South Pier at Harborside
|
(2,180)
|
(1,225)
|
|||
|
Red Bank Corporate Plaza, L.L.C.
|
3,864
|
3,876
|
|||
|
12 Vreeland Associates, L.L.C.
|
5,465
|
12,840
|
|||
|
Boston Downtown Crossing
|
-
|
13,012
|
|||
|
Gale Jefferson, L.L.C.
|
-
|
1,029
|
|||
|
Stamford SM LLC
|
35,094
|
34,006
|
|||
|
Marbella RoseGarden, L.L.C.
|
16,241
|
16,918
|
|||
|
RoseGarden Monaco Holdings, L.L.C.
|
3,940
|
4,761
|
|||
|
Rosewood Lafayette Holdings, L.L.C.
|
1,413
|
1,988
|
|||
|
PruRose Port Imperial South 15, LLC
|
-
|
606
|
|||
|
Rosewood Morristown, L.L.C.
|
6,786
|
7,091
|
|||
|
Overlook Ridge JV, L.L.C.
|
-
|
-
|
|||
|
Overlook Ridge, L.L.C.
|
144
|
31
|
|||
|
Overlook Ridge JV 2C/3B, L.L.C.
|
-
|
179
|
|||
|
Roseland/North Retail, L.L.C.
|
2,029
|
2,161
|
|||
|
BNES Associates III
|
1,790
|
1,955
|
|||
|
Portside Master Company, L.L.C.
|
3,550
|
3,651
|
|||
|
PruRose Port Imperial South 13, LLC
|
2,627
|
2,920
|
|||
|
Roseland/Port Imperial Partners, L.P.
|
2,689
|
2,582
|
|||
|
RoseGarden Marbella South, L.L.C.
|
6,617
|
6,182
|
|||
|
PruRose Riverwalk G, L.L.C.
|
3,646
|
4,136
|
|||
|
Elmajo Urban Renewal Associates, LLC
|
322
|
629
|
|||
|
Estuary Urban Renewal Unit B, LLC
|
125
|
220
|
|||
|
Riverpark at Harrison I, L.L.C.
|
3,082
|
2,606
|
|||
|
150 Main Street, L.L.C.
|
2,635
|
2,395
|
|||
|
RoseGarden Monaco, L.L.C.
|
1,193
|
1,165
|
|||
|
Hillsborough 206 Holdings, L.L.C.
|
1,979
|
1,967
|
|||
|
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.
|
362
|
337
|
|||
|
Crystal House Apartments Investors LLC
|
28,267
|
-
|
|||
|
Company's investment in unconsolidated joint ventures
|
$
|
135,722
|
$
|
132,339
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
Total revenues
|
$
|
91,274
|
$
|
15,354
|
$
|
103,693
|
$
|
27,058
|
|||
|
Operating and other expenses
|
(81,321)
|
(9,080)
|
(89,268)
|
(16,259)
|
|||||||
|
Depreciation and amortization
|
(10,083)
|
(2,398)
|
(13,174)
|
(4,788)
|
|||||||
|
Interest expense
|
(3,310)
|
(1,652)
|
(5,322)
|
(3,342)
|
|||||||
|
Net income
|
$
|
(3,440)
|
$
|
2,224
|
$
|
(4,071)
|
$
|
2,669
|
|||
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
Entity
|
2013
|
2012
|
2013
|
2012
|
|||||||
|
Plaza VIII & IX Associates, L.L.C.
|
$
|
19
|
$
|
12
|
$
|
28
|
$
|
22
|
|||
|
South Pier at Harborside
|
1,056
|
792
|
545
|
804
|
|||||||
|
Red Bank Corporate Plaza, L.L.C.
|
106
|
101
|
207
|
204
|
|||||||
|
12 Vreeland Associates, L.L.C.
|
116
|
125
|
24
|
324
|
|||||||
|
Boston Downtown Crossing
|
651
|
(227)
|
646
|
(327)
|
|||||||
|
Gale Jefferson, L.L.C.
|
-
|
20
|
68
|
40
|
|||||||
|
Stamford SM LLC
|
897
|
910
|
1,782
|
1,266
|
|||||||
|
Marbella RoseGarden, L.L.C.
|
(165)
|
-
|
(276)
|
-
|
|||||||
|
RoseGarden Monaco Holdings, L.L.C.
|
(423)
|
-
|
(822)
|
-
|
|||||||
|
Rosewood Lafayette Holdings, L.L.C.
|
(284)
|
-
|
(574)
|
-
|
|||||||
|
PruRose Port Imperial South 15, LLC
|
-
|
-
|
(606)
|
-
|
|||||||
|
Rosewood Morristown, L.L.C.
|
(117)
|
-
|
(241)
|
-
|
|||||||
|
Overlook Ridge JV, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
Overlook Ridge, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
Overlook Ridge JV 2C/3B, L.L.C.
|
224
|
-
|
151
|
-
|
|||||||
|
Roseland/North Retail, L.L.C.
|
(83)
|
-
|
(132)
|
-
|
|||||||
|
BNES Associates III
|
(2)
|
-
|
(71)
|
-
|
|||||||
|
Portside Master Company, L.L.C.
|
(68)
|
-
|
(113)
|
-
|
|||||||
|
PruRose Port Imperial South 13, LLC
|
(145)
|
-
|
(278)
|
-
|
|||||||
|
Roseland/Port Imperial Partners, L.P.
|
-
|
-
|
-
|
-
|
|||||||
|
RoseGarden Marbella South, L.L.C.
|
(19)
|
-
|
(37)
|
-
|
|||||||
|
PruRose Riverwalk G, L.L.C.
|
(192)
|
-
|
(378)
|
-
|
|||||||
|
Elmajo Urban Renewal Associates, LLC
|
(82)
|
-
|
(168)
|
-
|
|||||||
|
Estuary Urban Renewal Unit B, LLC
|
(34)
|
-
|
(63)
|
-
|
|||||||
|
Riverpark at Harrison I, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
150 Main Street, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
RoseGarden Monaco, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
Hillsborough 206 Holdings, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.
|
-
|
-
|
-
|
-
|
|||||||
|
Crystal House Apartments Investors LLC
|
(1,535)
|
-
|
(1,522)
|
-
|
|||||||
|
Company's equity in earnings of unconsolidated joint ventures
|
$
|
(80)
|
$
|
1,733
|
$
|
(1,830)
|
$
|
2,333
|
|||
|
·
|
to pay accrued and unpaid interest at a rate of eight percent on the balance note, as defined;
|
|
·
|
to Rosewood in an amount equal to its current year’s annual preferred return rate of eight percent on its adjusted capital, as defined;
|
|
·
|
to pay the outstanding balance remaining on the balance note, which was $975,000 as of June 30, 2013;
|
|
·
|
to Rosewood in an amount equal to its adjusted capital balance, which was $3.2 million as of June 30, 2013; and
|
|
·
|
to the members in accordance with their ownership percentages.
|
|
·
|
First, to the members in proportion to their respective unrecovered capital percentages, as defined in the agreement, until each member’s unrecovered capital has been reduced to zero; and
|
|
·
|
Second, to the members in accordance with their ownership percentages.
|
|
·
|
First, to the members in proportion to their unrecovered capital percentages, as defined, until the cumulative amounts distributed equal such member’s return of six percent on the unrecovered capital; and
|
|
·
|
Second, to the members in accordance with their ownership percentages.
|
|
·
|
First, to each member in proportion to and to the extent of such member’s unrecovered return of nine percent on unrecovered capital; and
|
|
·
|
Second, to the members in accordance with their ownership percentages.
|
|
·
|
to Prudential and Prudential LLC, in proportion to the excess of their operating return of ten percent on Prudential’s Parcel C contribution, as defined, accrued to the date of such distribution over the aggregate amounts previously distributed to such partner for such return;
|
|
·
|
to the partners, to the extent of any excess of such partner’s operating return of ten percent on its additional capital contributions over the aggregate amounts previously distributed for such return; and
|
|
·
|
to the partners in accordance with their percentage interests.
|
|
·
|
First, to the members to the extent of and in proportion to their respective preferred return of 8.50 percent on the member’s unrecovered capital; and
|
|
·
|
Second, to the members in accordance with their ownership percentages.
|
|
·
|
to HVLH to the extent of its accrued but unpaid preferred return of eight percent on the unrecovered allocated land value, as defined;
|
|
·
|
to the members, pro rata, to the extent of their respective accrued but unpaid return of eight percent on their unrecovered capital percentages; and
|
|
·
|
to the members in accordance with their ownership percentages.
|
|
June 30,
|
December 31,
|
||||
|
(dollars in thousands)
|
2013
|
2012
|
|||
|
Deferred leasing costs
|
$
|
263,701
|
$
|
267,197
|
|
|
Deferred financing costs
|
22,625
|
20,447
|
|||
|
286,326
|
287,644
|
||||
|
Accumulated amortization
|
(125,037)
|
(131,613)
|
|||
|
Deferred charges, net
|
161,289
|
156,031
|
|||
|
Notes receivable
|
3,683
|
-
|
|||
|
In-place lease values, related intangible and other assets, net
|
17,431
|
19,284
|
|||
|
Goodwill
|
2,945
|
2,945
|
|||
|
Prepaid expenses and other assets, net
|
29,267
|
26,614
|
|||
|
Total deferred charges, goodwill and other assets
|
$
|
214,615
|
$
|
204,874
|
|
June 30,
|
December 31,
|
||||
|
2013
|
2012
|
||||
|
Security deposits
|
$
|
7,774
|
$
|
7,165
|
|
|
Escrow and other reserve funds
|
11,865
|
12,174
|
|||
|
Total restricted cash
|
$
|
19,639
|
$
|
19,339
|
|
# of
|
Rentable
|
Gross
|
Accumulated
|
Net
|
||||||||
|
Property
|
Location
|
Bldgs.
|
Square Feet
|
Book Value
|
Depreciation
|
Book Value
|
||||||
|
106 Allen Road (a)
|
Bernards Township, New Jersey
|
1
|
132,010
|
$
|
17,895
|
$
|
(5,044)
|
$
|
12,851
|
|||
|
(a) On July 10, 2013, the Company sold this property for approximately $18.0 million.
|
||||||||||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
|
June 30,
|
June 30,
|
|||||||||||
|
2013
|
2012
|
2013
|
2012
|
|||||||||
|
Total revenues
|
$
|
2,742
|
$
|
7,355
|
$
|
7,804
|
$
|
15,155
|
||||
|
Operating and other expenses
|
(1,109)
|
(2,766)
|
(3,428)
|
(5,930)
|
||||||||
|
Depreciation and amortization
|
(234)
|
(1,678)
|
(974)
|
(3,716)
|
||||||||
|
Interest expense (net of interest income)
|
(35)
|
(80)
|
(116)
|
(589)
|
||||||||
|
Income from discontinued operations
|
1,364
|
2,831
|
3,286
|
4,920
|
||||||||
|
Loss from early extinguishment of debt
|
(703)
|
-
|
(703)
|
-
|
||||||||
|
Unrealized losses on disposition of rental property
|
-
|
(1,634)
|
-
|
(2,133)
|
||||||||
|
Realized gains (losses) on
|
||||||||||||
|
disposition of rental property, net
|
37,609
|
-
|
37,609
|
4,511
|
||||||||
|
Realized gains (losses) and unrealized losses on
|
||||||||||||
|
disposition of rental property, net
|
37,609
|
(1,634)
|
37,609
|
2,378
|
||||||||
|
Total discontinued operations, net
|
$
|
38,270
|
$
|
1,197
|
$
|
40,192
|
$
|
7,298
|
||||
|
June 30,
|
December 31,
|
Effective
|
|||||||
|
2013
|
2012
|
Rate (1)
|
|||||||
|
4.600% Senior Unsecured Notes, due June 15, 2013 (2)
|
|
-
|
$
|
99,987
|
4.742
|
%
|
|||
|
5.125% Senior Unsecured Notes, due February 15, 2014
|
$ |
200,150
|
200,270
|
5.110
|
%
|
||||
|
5.125% Senior Unsecured Notes, due January 15, 2015
|
149,856
|
149,810
|
5.297
|
%
|
|||||
|
5.800% Senior Unsecured Notes, due January 15, 2016
|
200,199
|
200,237
|
5.806
|
%
|
|||||
|
2.500% Senior Unsecured Notes, due December 15, 2017
|
248,707
|
248,560
|
2.803
|
%
|
|||||
|
7.750% Senior Unsecured Notes, due August 15, 2019
|
248,693
|
248,585
|
8.017
|
%
|
|||||
|
4.500% Senior Unsecured Notes, due April 18, 2022
|
299,475
|
299,445
|
4.612
|
%
|
|||||
|
3.150% Senior Unsecured Notes, due May 15, 2023
|
269,019
|
-
|
3.517
|
%
|
|||||
|
Total senior unsecured notes
|
$
|
1,616,099
|
$
|
1,446,894
|
|
(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)
|
These notes were paid at maturity using available cash.
|
|
|
|
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
|
|
Effective
|
June 30,
|
December 31,
|
|||||||||
|
Property Name
|
Lender
|
Rate (a)
|
2013
|
2012
|
Maturity
|
||||||
|
51 Imclone (b)
|
Wachovia CMBS
|
8.390
|
%
|
-
|
$
|
3,878
|
-
|
||||
|
9200 Edmonston Road (c)
|
Principal Commercial Funding L.L.C.
|
5.534
|
%
|
$
|
4,243
|
4,305
|
05/01/13
|
||||
|
Port Imperial South
|
Wells Fargo Bank N.A.
|
LIBOR+2.75
|
%
|
42,500
|
42,168
|
08/20/13
|
|||||
|
Port Imperial South 4/5
|
Wells Fargo Bank N.A.
|
LIBOR+3.50
|
%
|
36,355
|
34,889
|
09/30/13
|
|||||
|
6305 Ivy Lane
|
RGA Reinsurance Company
|
5.525
|
%
|
5,876
|
5,984
|
01/01/14
|
|||||
|
395 West Passaic
|
State Farm Life Insurance Co.
|
6.004
|
%
|
9,995
|
10,231
|
05/01/14
|
|||||
|
6301 Ivy Lane
|
RGA Reinsurance Company
|
5.520
|
%
|
5,572
|
5,667
|
07/01/14
|
|||||
|
35 Waterview Boulevard
|
Wachovia CMBS
|
6.348
|
%
|
18,583
|
18,746
|
08/11/14
|
|||||
|
6 Becker, 85 Livingston,
|
Wachovia CMBS
|
10.220
|
%
|
63,665
|
63,126
|
08/11/14
|
|||||
|
75 Livingston &
|
|||||||||||
|
20 Waterview
|
|||||||||||
|
4 Sylvan
|
Wachovia CMBS
|
10.190
|
%
|
14,511
|
14,485
|
08/11/14
|
|||||
|
10 Independence
|
Wachovia CMBS
|
12.440
|
%
|
16,438
|
16,251
|
08/11/14
|
|||||
|
4 Becker
|
Wachovia CMBS
|
9.550
|
%
|
38,536
|
38,274
|
05/11/16
|
|||||
|
5 Becker
|
Wachovia CMBS
|
12.830
|
%
|
12,751
|
12,507
|
05/11/16
|
|||||
|
210 Clay
|
Wachovia CMBS
|
13.420
|
%
|
12,513
|
12,275
|
05/11/16
|
|||||
|
Various (d)
|
Prudential Insurance
|
6.332
|
%
|
148,393
|
149,281
|
01/15/17
|
|||||
|
23 Main Street
|
JPMorgan CMBS
|
5.587
|
%
|
30,144
|
30,395
|
09/01/18
|
|||||
|
Harborside Plaza 5
|
The Northwestern Mutual Life
|
6.842
|
%
|
226,838
|
228,481
|
11/01/18
|
|||||
|
Insurance Co. & New York Life
|
|||||||||||
|
Insurance Co.
|
|||||||||||
|
233 Canoe Brook Road
|
The Provident Bank
|
4.375
|
%
|
3,911
|
3,945
|
02/01/19
|
|||||
|
100 Walnut Avenue
|
Guardian Life Insurance Co.
|
7.311
|
%
|
18,910
|
19,025
|
02/01/19
|
|||||
|
One River Center (e)
|
Guardian Life Insurance Co.
|
7.311
|
%
|
43,320
|
43,582
|
02/01/19
|
|||||
|
Total mortgages, loans payable and other obligations
|
$
|
753,054
|
$
|
757,495
|
|||||||
|
(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)
|
With the sale of the property on May 31, 2013, the mortgage was satisfied by the Company. The Company incurred $0.7 million in costs for the debt satisfaction, which was included in discontinued operations: loss from early retirement of debt for the three and six months ended June 30, 2013.
|
|
(c)
|
The lease with the tenant occupying 100 percent of the building expired on May 1, 2013 and the tenant continues to occupy the building on a month-to-month basis. The mortgage loan matured on May 1, 2013 and was not repaid. The Company received a notice of default from the lender on July 17, 2013. The Company has requested a modification of the loan terms and is also in discussions regarding a deed-in-lieu of foreclosure with the lender.
|
|
(d)
|
Mortgage is collateralized by seven properties. The Operating Partnership has agreed, subject to certain conditions, to guarantee repayment of a portion of the loan.
|
|
(e)
|
Mortgage is collateralized by the three properties comprising One River Center.
|
|
11.
EMPLOYEE BENEFIT 401(k) PLANS AND DEFERRED RETIREMENT
|
|
|
COMPENSATION AGREEMENTS
|
|
Year
|
Amount
|
|
|
July 1 through December 31, 2013
|
$
|
175
|
|
2014
|
367
|
|
|
2015
|
371
|
|
|
2016
|
371
|
|
|
2017
|
267
|
|
|
2018 through 2084
|
16,051
|
|
|
Total
|
$
|
17,602
|
|
Year
|
Amount
|
|
|
July 1 through December 31, 2013
|
$
|
277,159
|
|
2014
|
517,432
|
|
|
2015
|
458,716
|
|
|
2016
|
409,543
|
|
|
2017
|
353,316
|
|
|
2018 and thereafter
|
1,289,049
|
|
|
Total
|
$
|
3,305,215
|
|
Shares
Under Options
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
$(000’s)
|
|||||
|
Outstanding at January 1, 2013
|
183,870
|
$
|
29.51
|
-
|
|||
|
Lapsed or Cancelled
|
(168,870)
|
$
|
28.53
|
||||
|
Outstanding at June 30, 2013 ($35.59 – $45.47)
|
15,000
|
$
|
40.54
|
-
|
|||
|
Options exercisable at June 30, 2013
|
15,000
|
||||||
|
Available for grant at June 30, 2013
|
4,600,000
|
||||||
|
Weighted-Average
|
||||
|
Grant – Date
|
||||
|
Shares
|
Fair Value
|
|||
|
Outstanding at January 1, 2013
|
134,328
|
$
|
31.65
|
|
|
Granted
|
68,139
|
28.65
|
||
|
Vested
|
(105,843)
|
33.36
|
||
|
Outstanding at June 30, 2013
|
96,624
|
$
|
27.66
|
|
Three Months Ended
|
||||||
|
June 30,
|
||||||
|
Computation of Basic EPS
|
2013
|
2012
|
||||
|
Income (loss) from continuing operations
|
$
|
(12,086)
|
$
|
10,214
|
||
|
Add: Noncontrolling interest in consolidated joint ventures
|
62
|
92
|
||||
|
Deduct: Noncontrolling interest in Operating Partnership
|
1,455
|
(1,256)
|
||||
|
Income (loss) from continuing operations available to common shareholders
|
(10,569)
|
9,050
|
||||
|
Income from discontinued operations available to common
|
||||||
|
shareholders
|
33,640
|
1,051
|
||||
|
Net income available to common shareholders
|
$
|
23,071
|
$
|
10,101
|
||
|
Weighted average common shares
|
87,708
|
87,817
|
||||
|
Basic EPS
:
|
||||||
|
Income (loss) from continuing operations available to common shareholders
|
$
|
(0.12)
|
$
|
0.10
|
||
|
Income from discontinued operations available to common
|
||||||
|
shareholders
|
0.38
|
0.01
|
||||
|
Net income available to common shareholders
|
$
|
0.26
|
$
|
0.11
|
||
|
Three Months Ended
|
||||||
|
June 30,
|
||||||
|
Computation of Diluted EPS
|
2013
|
2012
|
||||
|
Income (loss) from continuing operations available to common shareholders
|
$
|
(10,569)
|
$
|
9,050
|
||
|
Add: Noncontrolling interest in Operating Partnership
|
(1,455)
|
1,256
|
||||
|
Income (loss) from continuing operations for diluted earnings per share
|
(12,024)
|
10,306
|
||||
|
Income from discontinued operations for diluted earnings
|
||||||
|
per share
|
38,270
|
1,197
|
||||
|
Net income available to common shareholders
|
$
|
26,246
|
$
|
11,503
|
||
|
Weighted average common shares
|
99,780
|
100,069
|
||||
|
Diluted EPS
:
|
||||||
|
Income (loss) from continuing operations available to common shareholders
|
$
|
(0.12)
|
$
|
0.10
|
||
|
Income from discontinued operations available to common
|
||||||
|
shareholders
|
0.38
|
0.01
|
||||
|
Net income available to common shareholders
|
$
|
0.26
|
$
|
0.11
|
||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
Computation of Basic EPS
|
2013
|
2012
|
||||
|
Income (loss) from continuing operations
|
$
|
(919)
|
$
|
33,380
|
||
|
Add: Noncontrolling interest in consolidated joint ventures
|
124
|
171
|
||||
|
Deduct: Noncontrolling interest in Operating Partnership
|
93
|
(4,090)
|
||||
|
Income (loss) from continuing operations available to common shareholders
|
(702)
|
29,461
|
||||
|
Income from discontinued operations available to common
|
||||||
|
shareholders
|
35,329
|
6,407
|
||||
|
Net income available to common shareholders
|
$
|
34,627
|
$
|
35,868
|
||
|
Weighted average common shares
|
87,688
|
87,808
|
||||
|
Basic EPS
:
|
||||||
|
Income (loss) from continuing operations available to common shareholders
|
$
|
(0.01)
|
$
|
0.34
|
||
|
Income from discontinued operations available to common
|
||||||
|
shareholders
|
0.40
|
0.07
|
||||
|
Net income available to common shareholders
|
$
|
0.39
|
$
|
0.41
|
||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
Computation of Diluted EPS
|
2013
|
2012
|
||||
|
Income (loss) from continuing operations available to common shareholders
|
$
|
(702)
|
$
|
29,461
|
||
|
Add: Noncontrolling interest in Operating Partnership
|
(93)
|
4,090
|
||||
|
Income (loss) from continuing operations for diluted earnings per share
|
(795)
|
33,551
|
||||
|
Income from discontinued operations for diluted earnings
|
||||||
|
per share
|
40,192
|
7,298
|
||||
|
Net income available to common shareholders
|
$
|
39,397
|
$
|
40,849
|
||
|
Weighted average common shares
|
99,773
|
100,065
|
||||
|
Diluted EPS
:
|
||||||
|
Income (loss) from continuing operations available to common shareholders
|
$
|
(0.01)
|
$
|
0.34
|
||
|
Income from discontinued operations available to common
|
||||||
|
shareholders
|
0.40
|
0.07
|
||||
|
Net income available to common shareholders
|
$
|
0.39
|
$
|
0.41
|
||
|
Three Months Ended
|
Six Months Ended
|
|||
|
June 30,
|
June 30,
|
|||
|
2013
|
2012
|
2013
|
2012
|
|
|
Basic EPS shares
|
87,708
|
87,817
|
87,688
|
87,808
|
|
Add: Operating Partnership – common units
|
12,072
|
12,183
|
12,085
|
12,188
|
|
Restricted Stock Awards
|
--
|
69
|
--
|
69
|
|
Diluted EPS Shares
|
99,780
|
100,069
|
99,773
|
100,065
|
|
Common
|
|
|
Units
|
|
|
Balance at January 1, 2013
|
12,141,836
|
|
Redemption of common units for shares of common stock
|
(138,595)
|
|
Balance at June 30, 2013
|
12,003,241
|
|
Construction
|
Corporate
|
Total
|
|||||||||
|
Real Estate
|
Services
|
& Other (d)
|
Company
|
||||||||
|
Total revenues:
|
|||||||||||
|
Three months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
164,734
|
$
|
6,978
|
$
|
6,226
|
$
|
177,938
|
|||
|
June 30, 2012
|
166,785
|
4,739
|
521
|
172,045
|
|||||||
|
Six months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
332,158
|
$
|
15,757
|
$
|
10,744
|
$
|
358,659
|
|||
|
June 30, 2012
|
339,400
|
8,572
|
781
|
348,753
|
|||||||
|
Total operating and interest expenses(a):
|
|||||||||||
|
Three months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
63,419
|
$
|
6,966
|
$
|
47,286
|
$
|
117,671
|
|||
|
June 30, 2012
|
64,057
|
4,687
|
44,079
|
112,823
|
|||||||
|
Six months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
130,785
|
$
|
15,511
|
$
|
93,119
|
$
|
239,415
|
|||
|
June 30, 2012
|
126,945
|
8,577
|
85,243
|
220,765
|
|||||||
|
Equity in earnings (loss) of unconsolidated
|
|||||||||||
|
joint ventures:
|
|||||||||||
|
Three months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
(80)
|
-
|
-
|
$
|
(80)
|
|||||
|
June 30, 2012
|
1,733
|
-
|
-
|
1,733
|
|||||||
|
Six months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
(1,830)
|
-
|
-
|
$
|
(1,830)
|
|||||
|
June 30, 2012
|
2,333
|
-
|
-
|
2,333
|
|||||||
|
Net operating income (loss) (b):
|
|||||||||||
|
Three months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
101,235
|
$
|
12
|
$
|
(41,060)
|
$
|
60,187
|
|||
|
June 30, 2012
|
104,461
|
52
|
(43,558)
|
60,955
|
|||||||
|
Six months ended:
|
|||||||||||
|
June 30, 2013
|
$
|
199,543
|
$
|
246
|
$
|
(82,375)
|
$
|
117,414
|
|||
|
June 30, 2012
|
214,788
|
(5)
|
(84,462)
|
130,321
|
|||||||
|
Total assets:
|
|||||||||||
|
June 30, 2013
|
$
|
4,448,547
|
$
|
4,967
|
$
|
184,550
|
$
|
4,638,064
|
|||
|
December 31, 2012
|
4,448,656
|
6,255
|
71,134
|
4,526,045
|
|||||||
|
Total long-lived assets (c):
|
|||||||||||
|
June 30, 2013
|
$
|
4,206,728
|
-
|
$
|
11,135
|
$
|
4,217,863
|
||||
|
December 31, 2012
|
4,223,837
|
-
|
10,571
|
4,234,408
|
|||||||
|
(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 investments in unconsolidated joint ventures.
|
|
(d)
|
Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense and non-property general and administrative expense) as well as intercompany eliminations necessary to reconcile to consolidated Company totals. Also includes the revenues and expenses attributable to the Roseland Business.
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
Net operating income
|
$
|
60,187
|
$
|
60,955
|
$
|
117,414
|
$
|
130,321
|
|||
|
Less:
|
|||||||||||
|
Depreciation and amortization
|
(48,422)
|
(46,326)
|
(94,482)
|
(92,526)
|
|||||||
|
Impairments
|
(23,851)
|
-
|
(23,851)
|
-
|
|||||||
|
Loss from early extinguishment of debt
|
-
|
(4,415)
|
-
|
(4,415)
|
|||||||
|
Income from continuing operations
|
(12,086)
|
10,214
|
(919)
|
33,380
|
|||||||
|
Discontinued operations:
|
|||||||||||
|
Income from discontinued operations
|
1,364
|
2,831
|
3,286
|
4,920
|
|||||||
|
Loss from early extinguishment of debt
|
(703)
|
-
|
(703)
|
-
|
|||||||
|
Realized gains (losses) and unrealized losses
|
|||||||||||
|
on disposition of rental property, net
|
37,609
|
(1,634)
|
37,609
|
2,378
|
|||||||
|
Total discontinued operations, net
|
38,270
|
1,197
|
40,192
|
7,298
|
|||||||
|
Net income
|
26,184
|
11,411
|
39,273
|
40,678
|
|||||||
|
Noncontrolling interest in consolidated joint ventures
|
62
|
92
|
124
|
171
|
|||||||
|
Noncontrolling interest in Operating Partnership
|
1,455
|
(1,256)
|
93
|
(4,090)
|
|||||||
|
Noncontrolling interest in discontinued operations
|
(4,630)
|
(146)
|
(4,863)
|
(891)
|
|||||||
|
Net income available to common shareholders
|
$
|
23,071
|
$ |
10,101
|
$
|
34,627
|
$ |
35,868
|
|||
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
·
|
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;
|
|
·
|
operating expenses;
|
|
·
|
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, 2013 as compared to the three and six months ended June 30, 2012 and
|
|
·
|
liquidity and capital resources.
|
|
Development
|
Development
|
|||||||||
|
# of
|
Rentable
|
Costs Incurred
|
Costs
|
|||||||
|
Date
|
Property/Address
|
Location
|
Bldgs.
|
Square Feet
|
by Company (a)
|
Per Square Foot
|
||||
|
6/5/2013
|
14 Sylvan Way
|
Parsippany, New Jersey
|
1
|
203,506
|
$
|
50,661
|
$
|
248.94
|
||
|
(a) Development costs included approximately $13.1 million in land costs and $4.3 million in leasing costs. Amounts are as of June 30, 2013.
|
||||||||||
|
Rentable
|
Net
|
Net
|
|||||||||
|
Sale
|
# of
|
Square
|
Sales
|
Book
|
Realized
|
||||||
|
Date
|
Property/Address
|
Location
|
Bldgs.
|
Feet
|
Proceeds
|
Value
|
Gain (loss)
|
||||
|
04/10/13
|
19 Skyline Drive (a)
|
Hawthorne, New York
|
1
|
248,400
|
$
|
16,131
|
$
|
16,005
|
126
|
||
|
04/26/13
|
55 Corporate Drive
|
Bridgewater, New Jersey
|
1
|
204,057
|
70,967
|
51,308
|
19,659
|
||||
|
05/02/13
|
200 Riser Road
|
Little Ferry, New Jersey
|
1
|
286,628
|
31,775
|
14,852
|
16,923
|
||||
|
05/13/13
|
777 Passaic Avenue
|
Clifton, New Jersey
|
1
|
75,000
|
5,640
|
3,713
|
1,927
|
||||
|
05/30/13
|
16 and 18 Sentry Parkway West (b)
|
Blue Bell, Pennsylvania
|
2
|
188,103
|
19,041
|
19,721
|
(680)
|
||||
|
05/31/13
|
51 Imclone Drive (c)
|
Branchburg, New Jersey
|
1
|
63,213
|
6,101
|
5,278
|
823
|
||||
|
06/28/13
|
40 Richards Avenue
|
Norwalk, Connecticut
|
1
|
145,487
|
15,858
|
17,027
|
(1,169)
|
||||
|
Totals:
|
8
|
1,210,888
|
$
|
165,513
|
$
|
127,904
|
37,609
|
||||
|
(a) The Company recognized a valuation allowance of $7.1 million on this property at December 31, 2012. In connection with the sale, the Company provided an interest-free note receivable to the buyer of $5 million (with a net present value of $3.7 million at June 30, 2013) which matures in ten years and requires monthly payments of principal. See Note 5: Deferred charges, goodwill and other assets.
|
|||||||||||
|
(b) The Company recorded an $8.4 million impairment charge on these properties at December 31, 2012. The Company has retained a subordinated interest in these properties.
|
|||||||||||
|
(c) The property was encumbered by a mortgage loan which was satisfied by the Company at the time of the sale. The Company incurred $0.7 million in costs for the debt satisfaction, which was included in discontinued operations: loss from early retirement of debt for the three and six months ended June 30, 2013.
|
|||||||||||
|
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)
|
2013
|
2012
|
Change
|
Change |
|
||||||
|
Revenue from rental operations and other:
|
|||||||||||
|
Base rents
|
$
|
144,034
|
$
|
143,031
|
$
|
1,003
|
0.7
|
%
|
|||
|
Escalations and recoveries from tenants
|
18,314
|
19,970
|
(1,656)
|
(8.3)
|
|||||||
|
Parking income
|
1,603
|
1,530
|
73
|
4.8
|
|||||||
|
Other income
|
599
|
1,810
|
(1,211)
|
(66.9)
|
|||||||
|
Total revenues from rental operations
|
164,550
|
166,341
|
(1,791)
|
(1.1)
|
|||||||
|
Property expenses:
|
|||||||||||
|
Real estate taxes
|
21,001
|
24,228
|
(3,227)
|
(13.3)
|
|||||||
|
Utilities
|
14,425
|
14,103
|
322
|
2.3
|
|||||||
|
Operating services
|
27,096
|
26,223
|
873
|
3.3
|
|||||||
|
Total property expenses
|
62,522
|
64,554
|
(2,032)
|
(3.1)
|
|||||||
|
Non-property revenues:
|
|||||||||||
|
Construction services
|
6,746
|
4,604
|
2,142
|
46.5
|
|||||||
|
Real estate services
|
6,642
|
1,100
|
5,542
|
503.8
|
|||||||
|
Total non-property revenues
|
13,388
|
5,704
|
7,684
|
134.7
|
|||||||
|
Non-property expenses:
|
|||||||||||
|
Direct construction costs
|
6,511
|
4,337
|
2,174
|
50.1
|
|||||||
|
Real estate services expenses
|
5,304
|
501
|
4,803
|
958.7
|
|||||||
|
General and administrative
|
13,157
|
11,873
|
1,284
|
10.8
|
|||||||
|
Depreciation and amortization
|
48,422
|
46,326
|
2,096
|
4.5
|
|||||||
|
Impairments
|
23,851
|
-
|
23,851
|
-
|
|||||||
|
Total non-property expenses
|
97,245
|
63,037
|
34,208
|
54.3
|
|||||||
|
Operating income
|
18,171
|
44,454
|
(26,283)
|
(59.1)
|
|||||||
|
Other (expense) income:
|
|||||||||||
|
Interest expense
|
(31,271)
|
(31,565)
|
294
|
0.9
|
|||||||
|
Interest and other investment income
|
1,094
|
7
|
1,087
|
15,528.6
|
|||||||
|
Equity in earnings (loss) of unconsolidated joint ventures
|
(80)
|
1,733
|
(1,813)
|
(104.6)
|
|||||||
|
Loss from early extinguishment of debt
|
-
|
(4,415)
|
4,415
|
100.0
|
|||||||
|
Total other (expense) income
|
(30,257)
|
(34,240)
|
3,983
|
11.6
|
|||||||
|
Income (loss) from continuing operations
|
(12,086)
|
10,214
|
(22,300)
|
(218.3)
|
|||||||
|
Discontinued operations:
|
|||||||||||
|
Income (loss) from discontinued operations
|
1,364
|
2,831
|
(1,467)
|
(51.8)
|
|||||||
|
Loss from early extinguishment of debt
|
(703)
|
-
|
(703)
|
-
|
|||||||
|
Realized gains (losses) and unrealized losses
|
|||||||||||
|
on disposition of rental property, net
|
37,609
|
(1,634)
|
39,243
|
2,401.7
|
|||||||
|
Total discontinued operations, net
|
38,270
|
1,197
|
37,073
|
3,097.2
|
|||||||
|
Net income
|
26,184
|
11,411
|
14,773
|
129.5
|
|||||||
|
Noncontrolling interest in consolidated joint ventures
|
62
|
92
|
(30)
|
(32.6)
|
|||||||
|
Noncontrolling interest in Operating Partnership
|
1,455
|
(1,256)
|
2,711
|
215.8
|
|||||||
|
Noncontrolling interest in discontinued operations
|
(4,630)
|
(146)
|
(4,484)
|
(3,071.2)
|
|||||||
|
Net income available to common shareholders
|
$
|
23,071
|
$
|
10,101
|
$
|
12,970
|
128.4
|
%
|
|||
|
Total
|
Same-Store
|
Acquired
|
|||||||||||||||||||||
|
Company
|
Properties
|
Roseland
|
Properties
|
||||||||||||||||||||
|
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
|
$
|
1,003
|
0.7
|
%
|
$
|
(2,667)
|
(1.9)
|
%
|
$
|
133
|
0.1
|
%
|
$
|
3,537
|
2.5
|
%
|
|||||||
|
Escalations and recoveries
|
|||||||||||||||||||||||
|
from tenants
|
(1,656)
|
(8.3)
|
(1,860)
|
(9.3)
|
-
|
-
|
204
|
1.0
|
|||||||||||||||
|
Parking income
|
73
|
4.8
|
(41)
|
(2.7)
|
-
|
-
|
114
|
7.5
|
|||||||||||||||
|
Other income
|
(1,211)
|
(66.9)
|
(1,376)
|
(76.0)
|
-
|
-
|
165
|
9.1
|
|||||||||||||||
|
Total
|
$
|
(1,791)
|
(1.1)
|
%
|
$
|
(5,944)
|
(3.6)
|
%
|
$
|
133
|
0.1
|
%
|
$
|
4,020
|
2.4
|
%
|
|||||||
|
Property expenses:
|
|||||||||||||||||||||||
|
Real estate taxes
|
$
|
(3,227)
|
(13.3)
|
%
|
$
|
(3,621)
|
(15.0)
|
%
|
$
|
13
|
0.1
|
%
|
$
|
381
|
1.6
|
%
|
|||||||
|
Utilities
|
322
|
2.3
|
45
|
0.3
|
-
|
-
|
277
|
2.0
|
|||||||||||||||
|
Operating services
|
873
|
3.3
|
194
|
0.7
|
59
|
0.2
|
620
|
2.4
|
|||||||||||||||
|
Total
|
$
|
(2,032)
|
(3.1)
|
%
|
$
|
(3,382)
|
(5.2)
|
%
|
$
|
72
|
0.1
|
%
|
$
|
1,278
|
2.0
|
%
|
|||||||
|
OTHER DATA:
|
|||||||||||||||||||||||
|
Number of Consolidated Properties
|
258
|
255
|
-
|
3
|
|||||||||||||||||||
|
(excluding properties held for sale):
|
|||||||||||||||||||||||
|
Square feet
(in thousands)
|
29,615
|
29,411
|
-
|
204
|
|||||||||||||||||||
|
Six Months Ended
|
|||||||||||
|
June 30,
|
Dollar
|
Percent | |||||||||
|
(dollars in thousands)
|
2013
|
2012
|
Change
|
Change | |||||||
|
Revenue from rental operations and other:
|
|||||||||||
|
Base rents
|
$
|
286,273
|
$
|
286,337
|
$
|
(64)
|
-
|
|
|||
|
Escalations and recoveries from tenants
|
38,971
|
39,246
|
(275)
|
(0.7)
|
% | ||||||
|
Parking income
|
3,002
|
3,141
|
(139)
|
(4.4)
|
|||||||
|
Other income
|
2,356
|
9,692
|
(7,336)
|
(75.7)
|
|||||||
|
Total revenues from rental operations
|
330,602
|
338,416
|
(7,814)
|
(2.3)
|
|||||||
|
Property expenses:
|
|||||||||||
|
Real estate taxes
|
43,842
|
46,467
|
(2,625)
|
(5.6)
|
|||||||
|
Utilities
|
31,610
|
29,738
|
1,872
|
6.3
|
|||||||
|
Operating services
|
54,168
|
51,204
|
2,964
|
5.8
|
|||||||
|
Total property expenses
|
129,620
|
127,409
|
2,211
|
1.7
|
|||||||
|
Non-property revenues:
|
|||||||||||
|
Construction services
|
14,972
|
8,066
|
6,906
|
85.6
|
|||||||
|
Real estate services
|
13,085
|
2,271
|
10,814
|
476.2
|
|||||||
|
Total non-property revenues
|
28,057
|
10,337
|
17,720
|
171.4
|
|||||||
|
Non-property expenses:
|
|||||||||||
|
Direct construction costs
|
14,336
|
7,615
|
6,721
|
88.3
|
|||||||
|
Real estate services expenses
|
10,257
|
1,006
|
9,251
|
919.6
|
|||||||
|
General and administrative
|
25,162
|
22,643
|
2,519
|
11.1
|
|||||||
|
Depreciation and amortization
|
94,482
|
92,526
|
1,956
|
2.1
|
|||||||
|
Impairments
|
23,851
|
-
|
23,851
|
-
|
|||||||
|
Total non-property expenses
|
168,088
|
123,790
|
44,298
|
35.8
|
|||||||
|
Operating income
|
60,951
|
97,554
|
(36,603)
|
(37.5)
|
|||||||
|
Other (expense) income:
|
|||||||||||
|
Interest expense
|
(61,140)
|
(62,112)
|
972
|
1.6
|
|||||||
|
Interest and other investment income
|
1,100
|
20
|
1,080
|
5,400.0
|
|||||||
|
Equity in earnings (loss) of unconsolidated joint ventures
|
(1,830)
|
2,333
|
(4,163)
|
(178.4)
|
|||||||
|
Loss from early extinguishment of debt
|
-
|
(4,415)
|
4,415
|
100.0
|
|||||||
|
Total other (expense) income
|
(61,870)
|
(64,174)
|
2,304
|
3.6
|
|||||||
|
Income (loss) from continuing operations
|
(919)
|
33,380
|
(34,299)
|
(102.8)
|
|||||||
|
Discontinued operations:
|
|||||||||||
|
Income (loss) from discontinued operations
|
3,286
|
4,920
|
(1,634)
|
(33.2)
|
|||||||
|
Loss from early extinguishment of debt
|
(703)
|
-
|
(703)
|
-
|
|||||||
|
Realized gains (losses) and unrealized losses
|
|||||||||||
|
on disposition of rental property, net
|
37,609
|
2,378
|
35,231
|
1,481.5
|
|||||||
|
Total discontinued operations, net
|
40,192
|
7,298
|
32,894
|
450.7
|
|||||||
|
Net income
|
39,273
|
40,678
|
(1,405)
|
(3.5)
|
|||||||
|
Noncontrolling interest in consolidated joint ventures
|
124
|
171
|
(47)
|
(27.5)
|
|||||||
|
Noncontrolling interest in Operating Partnership
|
93
|
(4,090)
|
4,183
|
102.3
|
|||||||
|
Noncontrolling interest in discontinued operations
|
(4,863)
|
(891)
|
(3,972)
|
(445.8)
|
|||||||
|
Net income available to common shareholders
|
$
|
34,627
|
$
|
35,868
|
$
|
(1,241)
|
(3.5)
|
%
|
|||
|
Total
|
Same-Store
|
Acquired
|
|||||||||||||||||||||
|
Company
|
Properties
|
Roseland
|
Properties
|
||||||||||||||||||||
|
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
|
$
|
(64)
|
-
|
$
|
(4,969)
|
(1.7)
|
%
|
$
|
266
|
0.1
|
%
|
$
|
4,639
|
1.6
|
%
|
||||||||
|
Escalations and recoveries
|
|||||||||||||||||||||||
|
from tenants
|
(275)
|
(0.7)
|
%
|
(597)
|
(1.5)
|
-
|
-
|
322
|
0.8
|
||||||||||||||
|
Parking income
|
(139)
|
(4.4)
|
(292)
|
(9.3)
|
-
|
-
|
153
|
4.9
|
|||||||||||||||
|
Other income
|
(7,336)
|
(75.7)
|
(7,522)
|
(77.6)
|
-
|
-
|
186
|
1.9
|
|||||||||||||||
|
Total
|
$
|
(7,814)
|
(2.3)
|
%
|
$
|
(13,380)
|
(4.0)
|
%
|
$
|
266
|
0.1
|
%
|
$
|
5,300
|
1.6
|
%
|
|||||||
|
Property expenses:
|
|||||||||||||||||||||||
|
Real estate taxes
|
$
|
(2,625)
|
(5.6)
|
%
|
$
|
(3,197)
|
(6.9)
|
%
|
$
|
26
|
0.1
|
%
|
$
|
546
|
1.2
|
%
|
|||||||
|
Utilities
|
1,872
|
6.3
|
1,544
|
5.2
|
-
|
-
|
328
|
1.1
|
|||||||||||||||
|
Operating services
|
2,964
|
5.8
|
1,912
|
3.7
|
211
|
0.4
|
841
|
1.7
|
|||||||||||||||
|
Total
|
$
|
2,211
|
1.7
|
%
|
$
|
259
|
0.1
|
%
|
$
|
237
|
0.2
|
%
|
$
|
1,715
|
1.4
|
%
|
|||||||
|
OTHER DATA:
|
|||||||||||||||||||||||
|
Number of Consolidated Properties
|
258
|
255
|
-
|
3
|
|||||||||||||||||||
|
(excluding properties held for sale):
|
|||||||||||||||||||||||
|
Square feet
(in thousands)
|
29,615
|
29,411
|
-
|
204
|
|||||||||||||||||||
|
(1)
|
$104.2 million provided by operating activities.
|
|
(2)
|
$53.5 million used in investing activities, consisting primarily of the following:
|
|
(a)
|
$149.2 million used for rental property acquisitions and related intangibles; plus
|
|
(b)
|
$31.5 million used for investment in unconsolidated joint ventures; plus
|
|
(c)
|
$12.2 million used for the development of rental property; plus
|
|
(d)
|
$39.7 million used for rental property additions and improvements; plus
|
|
(e)
|
$2.8 million used for payment of contingent consideration; plus
|
|
(f)
|
$0.3 million used for restricted cash; minus
|
|
(g)
|
$161.7 million received from proceeds from the sale of rental property; minus
|
|
(h)
|
$20.4 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; minus
|
|
(i)
|
$83 thousand from repayment of notes receivable.
|
|
(3)
|
$69.0 million provided by financing activities, consisting primarily of the following:
|
|
(a)
|
$289.0 million from borrowings from the revolving credit facility; plus
|
|
(b)
|
$268.9 from proceeds from senior unsecured notes; plus
|
|
(c)
|
$1.8 million from proceeds received from mortgages and loans payable; minus
|
|
(d)
|
$289.0 million used for repayment of borrowings under the Company’s unsecured credit facility; minus
|
|
(e)
|
$9.4 million used for repayment of mortgages, loans payable and other obligations; minus
|
|
(f)
|
$89.7 million used for payment of dividends and distributions; minus
|
|
(g)
|
$100 million used for repayment of senior unsecured notes; minus
|
|
(h)
|
$2.6 million used for payment of financing costs.
|
|
Balance
|
Weighted Average
|
Weighted Average Maturity
|
|||||||
|
($000’s)
|
% of Total
|
Interest Rate (a)
|
in Years
|
||||||
|
Fixed Rate Unsecured Debt and
|
|||||||||
|
Other Obligations
|
$
|
1,616,099
|
68.21
|
%
|
4.95
|
%
|
5.44
|
||
|
Fixed Rate Secured Debt
|
674,199
|
28.46
|
%
|
7.56
|
%
|
3.84
|
|||
|
Variable Rate Secured Debt
|
78,855
|
3.33
|
%
|
3.32
|
%
|
0.19
|
|||
|
Totals/Weighted Average:
|
$
|
2,369,153
|
100.00
|
%
|
5.64
|
%
|
(b)
|
4.81
|
|
|
(a)
|
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.22
p
ercent as of June 30, 2013.
|
|
(b)
|
Excludes amortized deferred financing costs pertaining to the Company’s unsecured revolving credit facility which amounted to $0.7 million for the three months ended June 30, 2013.
|
|
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, 2013
|
$
|
5,512
|
$
|
83,084
|
$
|
88,596
|
3.70
|
%
|
|||
|
2014
|
10,106
|
335,257
|
345,363
|
6.82
|
%
|
||||||
|
2015
|
8,551
|
150,000
|
158,551
|
5.40
|
%
|
||||||
|
2016
|
8,389
|
269,272
|
277,661
|
7.14
|
%
|
||||||
|
2017
|
6,423
|
391,151
|
397,574
|
4.12
|
%
|
||||||
|
Thereafter
|
6,195
|
1,116,882
|
1,123,077
|
5.68
|
%
|
||||||
|
Sub-total
|
45,176
|
2,345,646
|
2,390,822
|
||||||||
|
Adjustment for unamortized debt
|
|||||||||||
|
discount/premium and
|
|||||||||||
|
mark-to-market, net, as of
|
|||||||||||
|
June 30, 2013
|
(21,669)
|
-
|
(21,669)
|
||||||||
|
Totals/Weighted Average
|
$
|
23,507
|
$
|
2,345,646
|
$
|
2,369,153
|
5.64
|
%
|
|||
|
(a)
|
The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.22
p
ercent as of June 30, 2013.
|
|
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, 2013
|
87,536,292
|
12,141,836
|
99,678,128
|
|
Common units redeemed for Common Stock
|
138,595
|
(138,595)
|
-
|
|
Shares issued under Dividend Reinvestment
|
|||
|
and Stock Purchase Plan
|
5,594
|
-
|
5,594
|
|
Restricted shares issued
|
323,873
|
-
|
323,873
|
|
Outstanding at June 30, 2013
|
88,004,354
|
12,003,241
|
100,007,595
|
|
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
|
$
|
2,047,781
|
$
|
277,493
|
$
|
476,463
|
$
|
342,450
|
$
|
951,375
|
|
-
|
|||||
|
Mortgages, loans payable
|
|||||||||||||||||
|
and other obligations (a)
|
935,520
|
153,993
|
276,861
|
200,792
|
303,874
|
-
|
|||||||||||
|
Payments in lieu of taxes
|
|||||||||||||||||
|
(PILOT)
|
39,142
|
4,407
|
13,222
|
8,815
|
12,698
|
-
|
|||||||||||
|
Ground lease payments
|
17,602
|
359
|
1,059
|
483
|
1,163
|
$ |
14,538
|
||||||||||
|
Total
|
$
|
3,040,045
|
$
|
436,252
|
$
|
767,605
|
$
|
552,540
|
$
|
1,269,110
|
$
|
14,538
|
|||||
|
(a)
|
Interest payments assume LIBOR rate of 0.22 percent, which is the weighted average rate on its outstanding variable rate debt at June 30, 2013.
|
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
|
June 30,
|
June 30,
|
|||||||||||
|
2013
|
2012
|
2013
|
2012
|
|||||||||
|
Net income available to common shareholders
|
$
|
23,071
|
$
|
10,101
|
$
|
34,627
|
$
|
35,868
|
||||
|
Add (deduct): Noncontrolling interest in Operating Partnership
|
(1,455)
|
1,256
|
(93)
|
4,090
|
||||||||
|
Noncontrolling interest in discontinued operations
|
4,630
|
146
|
4,863
|
891
|
||||||||
|
Real estate-related depreciation and amortization on
|
||||||||||||
|
continuing operations (a)
|
52,458
|
47,259
|
101,603
|
94,367
|
||||||||
|
Real estate-related depreciation and amortization
|
||||||||||||
|
on discontinued operations
|
233
|
1,679
|
973
|
3,716
|
||||||||
|
Impairments
|
23,851
|
-
|
23,851
|
-
|
||||||||
|
Discontinued operations: Realized (gains) losses and
|
||||||||||||
|
unrealized losses on disposition of rental property
|
(37,609)
|
1,634
|
(37,609)
|
(2,378)
|
||||||||
|
Funds from operations available to common shareholders
|
$
|
65,179
|
$
|
62,075
|
$
|
128,215
|
$
|
136,554
|
||||
|
(a)
|
Includes the Company’s share from unconsolidated joint ventures of $4,117 and $996 for the three months ended June 30, 2013 and 2012, respectively, and $7,272 and $1,989 for the six months ended June 30, 2013 and 2012, respectively. Excludes non-real estate-related depreciation and amortization of $81 and $63 for the three months ended June 30, 2013 and 2012, respectively, and $151 and $148 for the six months ended June 30, 2013 and 2012, respectively.
|
|
·
|
risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants;
|
|
·
|
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
|
|
·
|
the extent of any tenant bankruptcies or of any early lease terminations;
|
|
·
|
our ability to lease or re-lease space at current or anticipated rents;
|
|
·
|
changes in the supply of and demand for our properties;
|
|
·
|
changes in interest rate levels and volatility in the securities markets;
|
|
·
|
changes in operating costs;
|
|
·
|
our ability to obtain adequate insurance, including coverage for terrorist acts;
|
|
·
|
the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;
|
|
·
|
changes in governmental regulation, tax rates and similar matters; and
|
|
·
|
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
June 30, 2013
|
|||||||||||||||||||||||||||||
|
Debt,
including current portion
|
7/1/13 -
|
Fair
|
|||||||||||||||||||||||||||
|
($s in thousands)
|
12/31/2013
|
2014
|
2015
|
2016
|
2017
|
Thereafter
|
Sub-total
|
Other (a)
|
Total
|
Value
|
|||||||||||||||||||
|
Fixed Rate
|
$
|
9,741
|
$
|
345,363
|
$
|
158,551
|
$
|
277,661
|
$
|
397,574
|
$
|
1,123,077
|
$
|
2,311,967
|
$
|
(21,669)
|
$
|
2,290,298
|
$
|
2,392,904
|
|||||||||
|
Average Interest Rate
|
6.80
|
%
|
6.82
|
%
|
5.40
|
%
|
7.14
|
%
|
4.12
|
%
|
5.69
|
%
|
5.72
|
%
|
|||||||||||||||
|
Variable Rate
|
$
|
78,855
|
$
|
78,855
|
-
|
$
|
78,855
|
$
|
78,855
|
|
(a)
|
Not Applicable.
|
|
|
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
|
|
Mack-Cali Realty Corporation
|
||
|
(Registrant)
|
||
|
Date: July 24, 2013
|
By:
|
/s/ Mitchell E. Hersh
|
|
Mitchell E. Hersh
|
||
|
President and
|
||
|
Chief Executive Officer
|
||
|
(principal executive officer)
|
||
|
Date: July 24, 2013
|
By:
|
/s/ Barry Lefkowitz
|
|
Barry Lefkowitz
|
||
|
Executive Vice President and
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|
||
|
Exhibit
Number
|
Exhibit Title
|
|
|
3.1
|
Articles of Restatement of Mack-Cali Realty Corporation dated September 18, 2009 (filed as Exhibit 3.2 to the Company’s Form 8-K dated September 17, 2009 and incorporated herein by reference).
|
|
|
3.2
|
Amended and Restated Bylaws of Mack-Cali Realty Corporation dated June 10, 1999 (filed as Exhibit 3.2 to the Company’s Form 8-K dated June 10, 1999 and incorporated herein by reference).
|
|
|
3.3
|
Amendment No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty Corporation dated March 4, 2003, (filed as Exhibit 3.3 to the Company’s Form 10-Q dated March 31, 2003 and incorporated herein by reference).
|
|
|
3.4
|
Amendment No. 2 to the Mack-Cali Realty Corporation Amended and Restated Bylaws dated May 24, 2006 (filed as Exhibit 3.1 to the Company’s Form 8-K dated May 24, 2006 and incorporated herein by reference).
|
|
|
3.5
|
Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
|
|
|
3.6
|
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Company’s and the Operating Partnership’s Registration Statement on Form S-3, Registration No. 333-57103, and incorporated herein by reference).
|
|
|
3.7
|
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 6, 1999 and incorporated herein by reference).
|
|
|
3.8
|
Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Company’s Form 10-Q dated September 30, 2003 and incorporated herein by reference).
|
|
|
3.9
|
Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Mack-Cali Realty, L.P. (filed as Exhibit 10.101 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
|
|
|
3.10
|
Certificate of Designation for the 8% Series C Cumulative Redeemable Perpetual Preferred Operating Partnership Units dated March 14, 2003 (filed as Exhibit 3.2 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
|
4.1
|
Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
|
|
|
4.2
|
Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
|
|
|
4.3
|
Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
|
|
4.4
|
Supplemental Indenture No. 3 dated as of December 21, 2000, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 21, 2000 and incorporated herein by reference).
|
|
|
4.5
|
Supplemental Indenture No. 4 dated as of January 29, 2001, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated January 29, 2001 and incorporated herein by reference).
|
|
|
4.6
|
Supplemental Indenture No. 5 dated as of December 20, 2002, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 20, 2002 and incorporated herein by reference).
|
|
|
4.7
|
Supplemental Indenture No. 6 dated as of March 14, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
|
|
|
4.8
|
Supplemental Indenture No. 7 dated as of June 12, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated June 12, 2003 and incorporated herein by reference).
|
|
|
4.9
|
Supplemental Indenture No. 8 dated as of February 9, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated February 9, 2004 and incorporated herein by reference).
|
|
|
4.10
|
Supplemental Indenture No. 9 dated as of March 22, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 22, 2004 and incorporated herein by reference).
|
|
|
4.11
|
Supplemental Indenture No. 10 dated as of January 25, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 25, 2005 and incorporated herein by reference).
|
|
|
4.12
|
Supplemental Indenture No. 11 dated as of April 15, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 15, 2005 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
|
4.13
|
Supplemental Indenture No. 12 dated as of November 30, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 30, 2005 and incorporated herein by reference).
|
|
|
4.14
|
Supplemental Indenture No. 13 dated as of January 24, 2006, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 18, 2006 and incorporated herein by reference).
|
|
|
4.15
|
Supplemental Indenture No. 14 dated as of August 14, 2009, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated August 14, 2009 and incorporated herein by reference).
|
|
|
4.16
|
Supplemental Indenture No. 15 dated as of April 19, 2012, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 19, 2012 and incorporated herein by reference).
|
|
|
4.17
|
Supplemental Indenture No. 16 dated as of November 20, 2012, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee. (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 20, 2012 and incorporated herein by reference).
|
|
|
4.18
|
Supplemental Indenture No. 17 dates as of May 8, 2013, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated May 8, 2013 and incorporated herein by reference).
|
|
|
4.19
|
Deposit Agreement dated March 14, 2003 by and among Mack-Cali Realty Corporation, EquiServe Trust Company, N.A., and the holders from time to time of the Depositary Receipts described therein (filed as Exhibit 4.1 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
|
|
|
10.1
|
Amended and Restated Employment Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
|
|
10.2
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.4 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
|
10.3
|
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.6 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
|
|
10.4
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
|
10.5
|
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.7 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
|
|
|
10.6
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.8 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
|
10.7
|
Employment Agreement dated as of December 5, 2000 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.5 to the Company’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
|
|
|
10.8
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.6 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
|
10.9
|
Employment Agreement dated as of May 9, 2006 by and between Mark Yeager and Mack-Cali Realty Corporation (filed as Exhibit 10.15 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
|
|
|
10.10
|
Letter Agreement dated December 9, 2008 by and between Mack-Cali Realty Corporation and Mark Yeager (filed as Exhibit 10.7 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
|
10.11
|
Agreement and Release by and between Michael Grossman and the Company dated January 12, 2012 (filed as Exhibit 10.1 to the Company’s Form 8-K dated January 12, 2012 and incorporated herein by reference).
|
|
|
10.12
|
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).
|
|
|
10.13
|
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).
|
|
|
10.14
|
Form of Restricted Share Award Agreement effective December 9, 2008 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz, Michael Grossman, Mark Yeager and Roger W. Thomas (filed as Exhibit 10.1 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
|
10.15
|
Form of Restricted Share Award Agreement effective December 9, 2008 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, John R. Cali, Kenneth M. Duberstein, Nathan Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese, Robert F. Weinberg and Roy J. Zuckerberg (filed as Exhibit 10.2 to the Company's Form 8-K dated December 9, 2008 and incorporated herein by reference).
|
|
|
10.16
|
Form of Restricted Share Award Agreement effective December 8, 2009 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz, Michael Grossman, Mark Yeager and Roger W. Thomas (filed as Exhibit 10.1 to the Company's Form 8-K dated December 8, 2009 and incorporated herein by reference).
|
|
|
10.17
|
Form of Restricted Share Award Agreement effective December 8, 2009 by and between Mack-Cali Realty Corporation and each of William L. Mack, Martin S. Berger, Alan S. Bernikow, John R. Cali, 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 8, 2009 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
||||||
|
10.18
|
Form of Restricted Share Award Agreement effective December 7, 2010 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz, Michael Grossman and Roger W. Thomas (filed as Exhibit 10.1 to the Company's Form 8-K dated December 7, 2010 and incorporated herein by reference).
|
||||||
|
10.19
|
Form of Restricted Share Award Agreement effective December 7, 2010 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, John R. Cali, Kenneth M. Duberstein, Nathan Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese, Robert F. Weinberg and Roy J. Zuckerberg (filed as Exhibit 10.2 to the Company's Form 8-K dated December 7, 2010 and incorporated herein by reference).
|
||||||
|
10.20
|
Form of Restricted Share Award Agreement effective December 6, 2011 by and between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry Lefkowitz, Michael Grossman and Roger W. Thomas (filed as Exhibit 10.1 to the Company's Form 8-K dated December 6, 2011 and incorporated herein by reference).
|
||||||
|
10.21
|
Form of Restricted Share Award Agreement effective December 6, 2011 by and between Mack-Cali Realty Corporation and each of William L. Mack, Alan S. Bernikow, John R. Cali, Kenneth M. Duberstein, Nathan Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent Tese, Robert F. Weinberg and Roy J. Zuckerberg (filed as Exhibit 10.2 to the Company's Form 8-K dated December 6, 2011 and incorporated herein by reference).
|
||||||
|
10.22
|
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)
|
||||||
|
10.23
|
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)
|
||||||
|
10.24
|
Amended and Restated Revolving Credit Agreement dated as of September 27, 2002, among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, Fleet National Bank and Other Lenders Which May Become Parties Thereto with JPMorgan Chase Bank, as administrative agent, swing lender and fronting bank, Fleet National Bank and Commerzbank AG, New York and Grand Cayman branches as syndication agents, Bank of America, N.A. and Wells Fargo Bank, National Association, as documentation agents, and J.P. Morgan Securities Inc. and Fleet Securities, Inc, as arrangers (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 27, 2002 and incorporated herein by reference).
|
||||||
|
Exhibit
Number
|
Exhibit Title
|
|
|
10.25
|
Second Amended and Restated Revolving Credit Agreement among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., Bank of America, N.A., and other lending institutions that are or may become a party to the Second Amended and Restated Revolving Credit Agreement dated as of November 23, 2004 (filed as Exhibit 10.1 to the Company’s Form 8-K dated November 23, 2004 and incorporated herein by reference).
|
|
|
10.26
|
Extension and Modification Agreement dated as of September 16, 2005 by and among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the several Lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 16, 2005 and incorporated herein by reference).
|
|
|
10.27
|
Second Modification Agreement dated as of July 14, 2006 by and among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the several Lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 14, 2006 and incorporated herein by reference).
|
|
|
10.28
|
Extension and Third Modification Agreement dated as of June 22, 2007 by and among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the several Lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K dated June 22, 2007 and incorporated herein by reference).
|
|
|
10.29
|
Fourth Modification Agreement dated as of September 21, 2007 by and among Mack Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and the several Lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 21, 2007 and incorporated herein by reference).
|
|
|
10.30
|
Amended and Restated Master Loan Agreement dated as of November 12, 2004 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, as Lender (filed as Exhibit 10.1 to the Company’s Form 8-K dated November 12, 2004 and incorporated herein by reference).
|
|
|
10.31
|
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).
|
|
|
10.32
|
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).
|
|
Exhibit
Number
|
Exhibit Title
|
|
|
10.33
|
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).
|
|
|
10.34
|
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).
|
|
|
10.35
|
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).
|
|
|
10.36
|
Amended and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-100244, and incorporated herein by reference).
|
|
|
10.37
|
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).
|
|
|
10.38
|
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).
|
|
|
10.39
|
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).
|
|
|
10.40
|
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).
|
|
|
10.41
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Martin S. Berger dated December 11, 1997 (filed as Exhibit 10.103 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
|
10.42
|
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).
|
|
Exhibit
Number
|
Exhibit Title
|
|
|
10.43
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and John R. Cali dated October 22, 2002 (filed as Exhibit 10.105 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
|
10.44
|
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).
|
|
|
10.45
|
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).
|
|
|
10.46
|
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).
|
|
|
10.47
|
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).
|
|
|
10.48
|
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).
|
|
|
10.49
|
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).
|
|
|
10.50
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Robert F. Weinberg dated October 22, 2002 (filed as Exhibit 10.112 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
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|
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10.51
|
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).
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|
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10.52
|
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).
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|
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10.53
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Michael Grossman dated October 22, 2002 (filed as Exhibit 10.115 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
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Exhibit
Number
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Exhibit Title
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|
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10.54
|
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).
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10.55
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Mark Yeager dated May 9, 2006 (filed as Exhibit 10.117 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
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10.56
|
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).
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10.57
|
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).
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10.58
|
Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership by and between Meadowlands Mills Limited Partnership, Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C. dated November 25, 2003 (filed as Exhibit 10.1 to the Company’s Form 8-K dated December 3, 2003 and incorporated herein by reference).
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10.59
|
Redevelopment Agreement by and between the New Jersey Sports and Exposition Authority and Meadowlands Mills/Mack-Cali Limited Partnership dated December 3, 2003 (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 3, 2003 and incorporated herein by reference).
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10.60
|
First Amendment to Redevelopment Agreement by and between the New Jersey Sports and Exposition Authority and Meadowlands Mills/Mack-Cali Limited Partnership dated October 5, 2004 (filed as Exhibit 10.54 to the Company’s Form 10-Q dated September 30, 2004 and incorporated herein by reference).
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10.61
|
Letter Agreement by and between Mack-Cali Realty Corporation and The Mills Corporation dated October 5, 2004 (filed as Exhibit 10.55 to the Company’s Form 10-Q dated September 30, 2004 and incorporated herein by reference).
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10.62
|
First Amendment to Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership by and between Meadowlands Mills Limited Partnership, Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C. dated as of June 30, 2005 (filed as Exhibit 10.66 to the Company’s Form 10-Q dated June 30, 2005 and incorporated herein by reference).
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Exhibit
Number
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Exhibit Title
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|
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10.63
|
Mack-Cali Rights, Obligations and Option Agreement by and between Meadowlands Developer Limited Partnership, Meadowlands Limited Partnership, Meadowlands Developer Holding Corp., Meadowlands Mack-Cali GP, L.L.C., Mack-Cali Meadowlands Special, L.L.C., Baseball Meadowlands Mills/Mack-Cali Limited Partnership, A-B Office Meadowlands Mack-Cali Limited Partnership, C-D Office Meadowlands Mack-Cali Limited Partnership, Hotel Meadowlands Mack-Cali Limited Partnership and ERC Meadowlands Mills/Mack-Cali Limited Partnership dated November 22, 2006 (filed as Exhibit 10.92 to the Company’s Form 10-K dated December 31, 2006 and incorporated herein by reference).
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10.64
|
Redemption Agreement by and among Meadowlands Developer Limited Partnership, Meadowlands Developer Holding Corp., Mack-Cali Meadowlands entertainment L.L.C., Mack-Cali Meadowlands Special L.L.C., and Meadowlands Limited Partnership dated November 22, 2006 (filed as Exhibit 10.93 to the Company’s Form 10-K dated December 31, 2006 and incorporated herein by reference).
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10.65
|
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).
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|
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10.66
|
Membership Interest Purchase and Contribution Agreement by and among Mr. Stanley C. Gale, SCG Holding Corp., Mack-Cali Realty Acquisition Corp. and Mack-Cali Realty, L.P. dated as of March 7, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated March 7, 2006 and incorporated herein by reference).
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10.67
|
Amendment No. 1 to Membership Interest Purchase and Contribution Agreement dated as of March 31, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated March 28, 2006 and incorporated herein by reference).
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|
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10.68
|
Amendment No. 2 to Membership Interest Purchase and Contribution Agreement dated as of May 9, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.69
|
Amendment No. 8 to Membership Interest Purchase and Contribution Agreement by and among Mr. Stanley C. Gale, SCG Holding Corp., Mack-Cali Realty Acquisition Corp. and Mack-Cali Realty, L.P. dated as of May 23, 2007 (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 23, 2007 and incorporated herein by reference).
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Exhibit
Number
|
Exhibit Title
|
|
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10.70
|
Contribution and Sale Agreement by and among Gale SLG NJ LLC, a Delaware limited liability company, Gale SLG NJ MEZZ LLC, a Delaware limited liability company, and Gale SLG RIDGEFIELD MEZZ LLC, a Delaware limited liability company and Mack-Cali Ventures L.L.C. dated as of March 7, 2006 (filed as Exhibit 10.2 to the Company’s Form 8-K dated March 7, 2006 and incorporated herein by reference).
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|
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10.71
|
First Amendment to Contribution and Sale Agreement by and among GALE SLG NJ LLC, a Delaware limited liability company, GALE SLG NJ MEZZ LLC, a Delaware limited liability company, and GALE SLG RIDGEFIELD MEZZ LLC, a Delaware limited liability company, and Mack-Cali Ventures L.L.C., a Delaware limited liability company, dated as of May 9, 2006 (filed as Exhibit 10.4 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.72
|
Non-Portfolio Property Interest Contribution Agreement by and among Mr. Stanley C. Gale, Mr. Mark Yeager, GCF II Investor LLC, The Gale Investments Company, LLC, Gale & Wentworth Vreeland, LLC, Gale Urban Solutions LLC, MSGW-ONE Campus Investors, LLC, Mack-Cali Realty Acquisition Corp. and Mack-Cali Realty, L.P. dated as of May 9, 2006 (filed as Exhibit 10.2 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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10.73
|
Loan Agreement by and among the entities set forth on Exhibit A, collectively, as Borrowers, and Gramercy Warehouse Funding I LLC, as Lender, dated May 9, 2006 (filed as Exhibit 10.5 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.74
|
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, in the principal amount of $90,286,551 dated May 9, 2006 (filed as Exhibit 10.6 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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10.75
|
Mortgage, Security Agreement and Fixture Filing by and between 4 Becker SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.7 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.76
|
Promissory Note of 4 Becker SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $43,000,000 dated May 9, 2006 (filed as Exhibit 10.8 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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10.77
|
Mortgage, Security Agreement and Fixture Filing by and between 210 Clay SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.9 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.78
|
Promissory Note of 210 Clay SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $16,000,000 dated May 9, 2006 (filed as Exhibit 10.10 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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Exhibit
Number
|
Exhibit Title
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|
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10.79
|
Mortgage, Security Agreement and Fixture Filing by and between 5 Becker SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.11 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.80
|
Promissory Note of 5 Becker SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $15,500,000 dated May 9, 2006 (filed as Exhibit 10.12 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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10.81
|
Mortgage, Security Agreement and Fixture Filing by and between 51 CHUBB SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.13 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.82
|
Promissory Note of 51 CHUBB SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $4,500,000 dated May 9, 2006 (filed as Exhibit 10.14 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
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|
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10.83
|
Agreement of Sale and Purchase dated August 9, 2006 by and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.91 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
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|
|
10.84
|
First Amendment to Agreement of Sale and Purchase dated September 6, 2006 by and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.92 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
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|
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10.85
|
Second Amendment to Agreement of Sale and Purchase dated September 15, 2006 by and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.93 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
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|
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10.86
|
Agreement of Sale and Purchase dated September 25, 2006 by and between Phelan Realty Associates L.P., 795 Folsom Realty Associates L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.94 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
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|
|
10.87
|
Membership Interest Purchase and Contribution Agreement dated as of December 28, 2006, by and among NKFGMS Owners, LLC, The Gale Construction Services Company, L.L.C., NKFFM Limited Liability Company, Scott Panzer, Ian Marlow, Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank, and Mack-Cali Realty, L.P (filed as Exhibit 10.117 to the Company’s Form 10-K dated December 31, 2006 and incorporated herein by reference).
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|
|
10.88
|
Operating Agreement of NKFGMS Owners, LLC (filed as Exhibit 10.118 to the Company’s Form 10-K dated December 31, 2006 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
|
10.89
|
Loans, Sale and Services Agreement dated December 28, 2006 by and between Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank, Mack-Cali Realty, L.P., and Newmark Knight Frank Global Management Services, LLC (filed as Exhibit 10.119 to the Company’s Form 10-K dated December 31, 2006 and incorporated herein by reference).
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|
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10.90
|
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).
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|
|
10.91
|
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).
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|
|
10.92
|
Agreement of Purchase and Sale among 500 West Putnam L.L.C., as Seller, and SLG 500 West Putnam LLC, as Purchaser, dated as of March 15, 2007 (filed as Exhibit 10.122 to the Company’s Form 10-Q dated March 31, 2007 and incorporated herein by reference).
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|
|
10.93
|
Letter Agreement by and between Mack-Cali Realty, L.P., Mack-Cali Realty Acquisition Corp., Mack-Cali Belmar Realty, LLC, M-C Belmar, LLC, Mr. Stanley C. Gale, SCG Holding Corp., Mr. Mark Yeager, GCF II Investor LLC, The Gale Investments Company, LLC, Gale & Wentworth Vreeland, LLC, Gale Urban Solutions LLC, MSGW-ONE Campus Investors, LLC and Gale/Yeager Investments LLC dated October 31, 2007 (filed as Exhibit 10.128 to the Company’s Form 10-Q dated September 30, 2007 and incorporated herein by reference).
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|
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10.94
|
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).
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|
|
10.95
|
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).
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|
|
10.96
|
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).
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Exhibit
Number
|
Exhibit Title
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|
|
10.97
|
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).
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|
|
10.98
|
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).
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|
|
10.99
|
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).
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|
|
10.100
|
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).
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|
|
10.101
|
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).
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|
|
10.102
|
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).
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|
|
10.103
|
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).
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|
Exhibit
Number
|
Exhibit Title
|
|
|
10.104
|
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).
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|
|
10.105
|
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).
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|
|
10.106
|
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).
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|
|
10.107
|
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).
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|
|
10.108
|
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).
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|
|
10.109
|
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).
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|
|
10.110
|
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).
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|
|
10.111
|
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).
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|
Exhibit
Number
|
Exhibit Title
|
|
|
10.112
|
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).
|
|
|
10.113
|
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).
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|
|
10.114
|
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).
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|
|
10.115
|
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).
|
|
|
10.116
|
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).
|
|
|
10.117
|
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).
|
|
|
10.118
|
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).
|
|
|
10.119
|
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).
|
|
|
10.120
|
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).
|
|
|
10.121
|
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).
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|
Exhibit
Number
|
Exhibit Title
|
|
|
10.122
|
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).
|
|
|
10.123
|
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).
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|
|
10.124
|
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).
|
|
|
10.125
|
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).
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|
|
10.126
|
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).
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|
|
10.127
|
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).
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10.128
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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).
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10.129
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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).
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10.130
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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).
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Exhibit
Number
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Exhibit Title
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10.131
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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).
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10.132
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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).
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10.133
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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).
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10.134
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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).
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10.135
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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).
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10.136
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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).
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10.137
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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).
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10.138
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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).
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10.139
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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).
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Exhibit
Number
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Exhibit Title
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10.140
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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).
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10.141
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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).
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10.142
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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).
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10.143
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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).
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10.144
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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).
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10.145
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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).
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10.146
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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).
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10.147
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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).
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10.148
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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).
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10.149
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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).
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10.150
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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).
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10.151
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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).
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Exhibit
Number
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Exhibit Title
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10.152
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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)
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10.153
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Mack-Cali Realty Corporation 2013 Incentive Stock Plan (filed as Exhibit 10.1 to the Company’s Form S-8 dated May 21, 2013, Registration No. 333-188729, and incorporated herein by reference).
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10.154
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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).
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10.155
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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).
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10.156
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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).
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10.157
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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).
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10.158
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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).
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10.159
|
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).
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10.160
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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).
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10.161
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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).
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Exhibit
Number
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Exhibit Title
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31.1*
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Certification of the Company’s President and Chief Executive Officer, Mitchell E. Hersh, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certification of the Company’s President and Chief Executive Officer, Mitchell E. Hersh, and the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.1*
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The following financial statements from Mack-Cali Realty Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statement of Changes in Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Consolidated Financial Statements (unaudited).
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|