For the quarterly period ended June 30, 2013
|
For the transition period from
|
to
|
Commission File Number:
|
1-13274
|
Mack-Cali Realty Corporation
|
||
(Exact name of registrant as specified in its charter)
|
Maryland
|
22-3305147
|
|||
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|||
343 Thornall Street, Edison, New Jersey
|
08837-2206
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
|||
(732) 590-1000
|
||||
(Registrant’s telephone number, including area code)
|
||||
Not Applicable
|
||||
(Former name, former address and former fiscal year, if changed since last report)
|
||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days. YES X NO ___
|
||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No ___
|
||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨
|
||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES___ NO X
|
||||
As of July 22, 2013, there were 88,010,316 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.
|
Part I
|
Financial Information
|
Page
|
|
Item 1.
|
Financial Statements (unaudited):
|
||
Consolidated Balance Sheets as of June 30, 2013
|
|||
and December 31, 2012
|
4
|
||
Consolidated Statements of Operations for the three and six months
|
|||
ended June 30, 2013 and 2012
|
5
|
||
Consolidated Statement of Changes in Equity for the six months
|
|||
ended June 30, 2013
|
6
|
||
Consolidated Statements of Cash Flows for the six months
|
|||
ended June 30, 2013 and 2012
|
7
|
||
Notes to Consolidated Financial Statements
|
8-47
|
||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition
|
||
and Results of Operations
|
48-68
|
||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
68
|
|
Item 4.
|
Controls and Procedures
|
68
|
|
Part II
|
Other Information
|
||
Item 1.
|
Legal Proceedings
|
69
|
|
Item 1A.
|
Risk Factors
|
69
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
69
|
|
Item 3.
|
Defaults Upon Senior Securities
|
69
|
|
Item 4.
|
Mine Safety Disclosures
|
69
|
|
Item 5.
|
Other Information
|
69
|
|
Item 6.
|
Exhibits
|
69
|
|
Signatures
|
70
|
||
Exhibit Index
|
71-91
|
June 30,
|
December 31,
|
||||
ASSETS
|
2013
|
2012
|
|||
Rental property
|
|||||
Land and leasehold interests
|
$
|
781,347
|
$
|
782,315
|
|
Buildings and improvements
|
4,142,086
|
4,104,472
|
|||
Tenant improvements
|
463,726
|
489,608
|
|||
Furniture, fixtures and equipment
|
4,513
|
3,041
|
|||
5,391,672
|
5,379,436
|
||||
Less – accumulated depreciation and amortization
|
(1,465,104)
|
(1,478,214)
|
|||
3,926,568
|
3,901,222
|
||||
Rental property held for sale, net
|
12,851
|
60,863
|
|||
Net investment in rental property
|
3,939,419
|
3,962,085
|
|||
Cash and cash equivalents
|
177,939
|
58,245
|
|||
Investments in unconsolidated joint ventures
|
135,722
|
132,339
|
|||
Unbilled rents receivable, net
|
142,722
|
139,984
|
|||
Deferred charges, goodwill and other assets
|
214,615
|
204,874
|
|||
Restricted cash
|
19,639
|
19,339
|
|||
Accounts receivable, net of allowance for doubtful accounts
|
|||||
of $2,084 and $2,614
|
8,008
|
9,179
|
|||
Total assets
|
$
|
4,638,064
|
$
|
4,526,045
|
|
LIABILITIES AND EQUITY
|
|||||
Senior unsecured notes
|
$
|
1,616,099
|
$
|
1,446,894
|
|
Mortgages, loans payable and other obligations
|
753,054
|
757,495
|
|||
Dividends and distributions payable
|
29,983
|
44,855
|
|||
Accounts payable, accrued expenses and other liabilities
|
126,116
|
124,822
|
|||
Rents received in advance and security deposits
|
49,159
|
55,917
|
|||
Accrued interest payable
|
28,561
|
27,555
|
|||
Total liabilities
|
2,602,972
|
2,457,538
|
|||
Commitments and contingencies
|
|||||
Equity:
|
|||||
Mack-Cali Realty Corporation stockholders’ equity:
|
|||||
Common stock, $0.01 par value, 190,000,000 shares authorized,
|
|||||
88,004,354 and 87,536,292 shares outstanding
|
880
|
875
|
|||
Additional paid-in capital
|
2,535,814
|
2,530,621
|
|||
Dividends in excess of net earnings
|
(795,700)
|
(764,522)
|
|||
Total Mack-Cali Realty Corporation stockholders’ equity
|
1,740,994
|
1,766,974
|
|||
Noncontrolling interests in subsidiaries:
|
|||||
Operating Partnership
|
237,461
|
245,091
|
|||
Consolidated joint ventures
|
56,637
|
56,442
|
|||
Total noncontrolling interests in subsidiaries
|
294,098
|
301,533
|
|||
Total equity
|
2,035,092
|
2,068,507
|
|||
Total liabilities and equity
|
$
|
4,638,064
|
$
|
4,526,045
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
REVENUES
|
2013
|
2012
|
2013
|
2012
|
||||||||
Base rents
|
$
|
144,034
|
$
|
143,031
|
$
|
286,273
|
$
|
286,337
|
||||
Escalations and recoveries from tenants
|
18,314
|
19,970
|
38,971
|
39,246
|
||||||||
Construction services
|
6,746
|
4,604
|
14,972
|
8,066
|
||||||||
Real estate services
|
6,642
|
1,100
|
13,085
|
2,271
|
||||||||
Parking income
|
1,603
|
1,530
|
3,002
|
3,141
|
||||||||
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
|
||||||||
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 percent 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 percent 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).
|
|
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).
|
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
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).
|
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).
|
|
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).
|
|
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).
|
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).
|
|
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).
|
|
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).
|
|
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).
|
|
10.128
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali F Properties, L.P. with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.190 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.129
|
Recourse Liabilities Guaranty dated January 15, 2010 of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to certain liabilities of Mack-Cali Chestnut Ridge, L.L.C. with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.191 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.130
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
10.131
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.193 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.132
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre II in Bergen County, New Jersey (filed as Exhibit 10.194 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.133
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre III in Bergen County, New Jersey (filed as Exhibit 10.195 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.134
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre IV in Bergen County, New Jersey (filed as Exhibit 10.196 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.135
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali F Properties, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Centre VII in Bergen County, New Jersey (filed as Exhibit 10.197 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.136
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.198 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.137
|
Amended and Restated Irrevocable Cross Collateral Guaranty of Payment and Performance dated January 15, 2010 of Mack-Cali Realty, L.P. to The Prudential Insurance Company of America and VPCM, LLC with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.199 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
|
10.138
|
Development Agreement dated December 5, 2011 by and between M-C Plaza VI & VII L.L.C. and Ironstate Development LLC (filed as Exhibit 10.1 to the Company’s Form 8-K dated December 5, 2011 and incorporated herein by reference).
|
|
10.139
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
10.140
|
Third Amended and Restated Revolving Credit Agreement among Mack-Cali Realty, L.P., as borrower, and JPMorgan Chase Bank, N.A., as the administrative agent, the other agents listed therein and the lending institutions party thereto and referred to therein dated as of October 21, 2011 (filed as Exhibit 10.134 to the Company’s Form 10-Q dated September 30, 2011 and incorporated herein by reference).
|
|
10.141
|
Fourth Amended and Restated Revolving Credit Agreement dated as of July 16, 2013 among Mack Cali Realty, L.P., as borrower, Mack-Cali Realty Corporation, as guarantor, and JPMorgan Chase Bank, N.A., as administrative agent and the several Lenders party thereto, as lenders (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 16, 2013 and incorporated herein by reference).
|
|
10.142
|
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
|
10.143
|
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.2 to the Company’s Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
|
10.144
|
Multi-Year Restricted Stock Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.3 to the Company’s Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
|
10.145
|
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company’s Form 8-K dated June 12, 2013 and incorporated herein by reference).
|
|
10.146
|
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.2 to the Company’s Form 8-K dated June 12, 2013 and incorporated herein by reference).
|
|
10.147
|
Amended and Restated TSR-Based Performance Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.3 to the Company’s Form 8-K dated June 12, 2013 and incorporated herein by reference).
|
|
10.148
|
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.7 to the Company’s Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
|
10.149
|
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Company’s Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
|
10.150
|
Deferred Retirement Compensation Agreement, dated as of September 12, 2012, between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.9 to the Company’s Form 8-K dated September 12, 2012 and incorporated herein by reference).
|
|
10.151
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
10.152
|
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)
|
|
10.153
|
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).
|
|
10.154
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Pennsylvania Realty Associates, L.P., as seller, and Westlakes KPG III, LLC and Westlakes Land KPG III, LLC, as purchasers (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
|
10.155
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between M-C Rosetree Associates, L.P., as seller, and Rosetree KPG III, LLC and Rosetree Land KPG III, LLC, as purchasers (filed as Exhibit 10.2 to the Company’s Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
|
10.156
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali-R Company No. 1 L.P., as seller, and Plymouth Meeting KPG III, LLC, as purchaser (filed as Exhibit 10.3 to the Company’s Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
|
10.157
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Stevens Airport Realty Associates L.P., as seller, and Airport Land KPG III, LLC, as purchaser (filed as Exhibit 10.4 to the Company’s Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
|
10.158
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Mack-Cali Airport Realty Associates L.P., as seller, and 100 Airport KPG III, LLC, 200 Airport KPG III, LLC and 300 Airport KPG III, LLC, as purchasers (filed as Exhibit 10.5 to the Company’s Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
|
10.159
|
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).
|
|
10.160
|
Agreement of Sale and Purchase dated as of July 15, 2013 by and between Monument 150 Realty L.L.C., as seller, and Monument KPG III, LLC, as purchaser (filed as Exhibit 10.7 to the Company’s Form 8-K dated July 18, 2013 and incorporated herein by reference).
|
|
10.161
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
31.1*
|
Certification of the Company’s President and Chief Executive Officer, Mitchell E. Hersh, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
Certification of the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
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.
|
|
101.1*
|
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).
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 24, 2013
|
By:
|
/s/ Mitchell E. Hersh
|
|
Mitchell E. Hersh
|
|||
President and
|
|||
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: July 24, 2013
|
By:
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/s/ Barry Lefkowitz
|
|
Barry Lefkowitz
|
|||
Executive Vice President and
|
|||
Chief Financial Officer
|
|
(1)
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The Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934; and
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|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: July 24, 2013
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By:
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/s/ Mitchell E. Hersh
|
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Mitchell E. Hersh
|
|||
President and
|
|||
Chief Executive Officer
|
|||
Date: July 24, 2013
|
By:
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/s/ Barry Lefkowitz
|
|
Barry Lefkowitz
|
|||
Executive Vice President and
|
|||
Chief Financial Officer
|
|||
Senior Unsecured Notes (Summary Of Senior Unsecured Notes) (Details) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
|||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | $ 1,616,099 | $ 1,446,894 | ||||||
4.600% Senior Unsecured Notes, Due June 15, 2013 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 99,987 | [1] | ||||||
Effective Rate | 4.742% | [1],[2] | ||||||
Interest rate of Senior Unsecured Notes | 4.60% | [1] | ||||||
Maturity date of the Senior Unsecured Notes | Jun. 15, 2013 | [1] | ||||||
5.125% Senior Unsecured Notes, Due February 15, 2014 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 200,150 | 200,270 | ||||||
Effective Rate | 5.11% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 5.125% | |||||||
Maturity date of the Senior Unsecured Notes | Feb. 15, 2014 | |||||||
5.125% Senior Unsecured Notes, Due January 15, 2015 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 149,856 | 149,810 | ||||||
Effective Rate | 5.297% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 5.125% | |||||||
Maturity date of the Senior Unsecured Notes | Jan. 15, 2015 | |||||||
5.800% Senior Unsecured Notes, Due January 15, 2016 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 200,199 | 200,237 | ||||||
Effective Rate | 5.806% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 5.80% | |||||||
Maturity date of the Senior Unsecured Notes | Jan. 15, 2016 | |||||||
2.500% Senior Unsecured Notes Due December 15, 2017 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 248,707 | 248,560 | ||||||
Effective Rate | 2.803% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 2.50% | |||||||
Maturity date of the Senior Unsecured Notes | Dec. 15, 2017 | |||||||
7.750% Senior Unsecured Notes, Due August 15, 2019 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 248,693 | 248,585 | ||||||
Effective Rate | 8.017% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 7.75% | |||||||
Maturity date of the Senior Unsecured Notes | Aug. 15, 2019 | |||||||
4.500% Senior Unsecured Notes Due April 18, 2022 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | 299,475 | 299,445 | ||||||
Effective Rate | 4.612% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 4.50% | |||||||
Maturity date of the Senior Unsecured Notes | Apr. 18, 2022 | |||||||
3.150% Senior Unsecured Note, Due May 15, 2023 [Member]
|
||||||||
Long-Term Debt [Line Items] | ||||||||
Senior Unsecured Notes | $ 269,019 | |||||||
Effective Rate | 3.517% | [2] | ||||||
Interest rate of Senior Unsecured Notes | 3.15% | |||||||
Maturity date of the Senior Unsecured Notes | May 15, 2023 | |||||||
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Investments In Unconsolidated Joint Ventures (RoseGarden Monaco, L.L.C.) (Narrative) (Details) (RoseGarden Monaco, L.L.C. [Member])
|
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Oct. 23, 2012
|
|
RoseGarden Monaco, L.L.C. [Member]
|
||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of interest in venture | 41.67% | |
Holding and distribution pattern under operating agreement | The operating agreement requires capital contributions and distributions in accordance with their ownership percentages. |
Investments In Unconsolidated Joint Ventures (Grand Jersey Waterfront Urban Renewal Associates, L.L.C.) (Narrative) (Details) (Grand Jersey Waterfront Urban Renewal Associates, L.L.C. [Member])
|
Oct. 23, 2012
|
---|---|
Grand Jersey Waterfront Urban Renewal Associates, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | |
Percentage of interest in venture | 50.00% |
Noncontrolling Interests In Subsidiaries (Changes In Noncontrolling Interests Of Subsidiaries) (Details)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
Jul. 03, 2013
|
Jan. 04, 2013
|
|
Noncontrolling Interests In Subsidiaries [Abstract] | |||
Balance, Beginning | 12,141,836 | 12,003,241 | 12,141,836 |
Redemption of common units for shares of common stock | (138,595) | ||
Balance, Ending | 12,003,241 | 12,003,241 | 12,141,836 |
Disclosure Of Fair Value Of Financial Instruments (Details) (USD $)
In Billions, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Disclosure Of Fair Value Of Financial Instruments [Abstract] | ||
Fair value of Company's long-term debt | $ 2.5 | $ 2.4 |
Book value of Company's long-term debt | $ 2.4 | $ 2.2 |
Mack-Cali Realty Corporation Stockholders' Equity (Deferred Stock Compensation Plan For Directors) (Narrative) (Details)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
|
Mack-Cali Realty Corporation Stockholders' Equity [Abstract] | |||
Maximum percentage of retainer fee that directors may defer | 100.00% | ||
Deferred stock units earned | 10,372 | 8,392 | |
Deferred stock units outstanding | 125,263 | 115,331 |
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements [Abstract] | |
Employee Benefit 401(k) Plans And Deferred Retirement Compensation Agreements |
11. EMPLOYEE BENEFIT 401(k) PLANS AND DEFERRED RETIREMENT
Employees of the Company, who meet certain minimum age and service requirements, are eligible to participate in the Mack-Cali Realty Corporation 401(k) Savings/Retirement Plan (the “401(k) Plan”). Eligible employees may elect to defer from one percent up to 60 percent of their annual compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law. The amounts contributed by employees are immediately vested and non-forfeitable. The Company may make discretionary matching or profit sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year. Participants are always 100 percent vested in their pre-tax contributions and will begin vesting in any matching or profit sharing contributions made on their behalf after two years of service with the Company at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with the Company. All contributions are allocated as a percentage of compensation of the eligible participants for the Plan year. The assets of the 401(k) Plan are held in trust and a separate account is established for each participant. A participant may receive a distribution of his or her vested account balance in the 401(k) Plan in a single sum or in installment payments upon his or her termination of service with the Company. The 401(k) Plan was recently amended to provide for employees of the Roseland business to receive matching contributions. Total expense recognized by the Company for the 401(k) Plan for the three months ended June 30, 2013 and 2012 was $29,000 and zero, respectively, and $67,000 and zero for the six months ended June 30, 2013 and 2012, respectively.
On September 12, 2012, the Board of Directors of the Company approved multi-year deferred retirement compensation agreements for those executive officers in place on such date (the “Deferred Retirement Compensation Agreements”). Pursuant to the Deferred Retirement Compensation Agreements, the Company will make annual contributions of stock units (“Stock Units”) representing shares of the Company’s common stock on January 1 of each year from 2013 through 2017 into a deferred compensation account maintained on behalf of each Messrs. Hersh, Lefkowitz and Thomas. The annual contribution for Messrs. Hersh, Lefkowitz and Thomas shall be in an amount of Stock Units equal to $500,000, $160,000 and $100,000, respectively. The Company granted 25,333 Stock Units in the six months ended June 30, 2013. Vesting of each annual contribution of Stock Units will occur on December 31 of each year, subject to continued employment. Upon the payment of dividends on the Company’s common stock, Messrs. Hersh, Lefkowitz and Thomas shall be entitled to dividend equivalent payments in respect of both vested and unvested Stock Units payable in the form of additional Stock Units. The Stock Units shall become payable within 30 days after the earliest of any of the following triggering events: (a) the executive’s death or disability; (b) the date of the executive’s separation from service to the Company; and (c) the effective date of a change in control, in each case as such terms are defined in the employment agreements of Messrs. Hersh, Lefkowitz and Thomas. Upon the occurrence of a triggering event, the Stock Units shall be paid in cash based on the closing price of the Company’s common stock on the date of such triggering event.
|
Investments In Unconsolidated Joint Ventures (Red Bank Corporate Plaza, L.L.C.) (Narrative) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jul. 15, 2013
|
Jun. 30, 2013
Red Bank Corporate Plaza, L.L.C. [Member]
sqft
|
Jun. 30, 2012
Red Bank Corporate Plaza, L.L.C. [Member]
|
Jun. 30, 2013
Red Bank Corporate Plaza, L.L.C. [Member]
sqft
|
Jun. 30, 2012
Red Bank Corporate Plaza, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | |||||
Area of property (in square feet) | 92,878 | 92,878 | |||
Lease expiration date | Sep. 30, 2017 | ||||
Percentage of interest in venture | 50.00% | 50.00% | |||
Mortgage loans, carrying amount | $ 17,000,000 | $ 17,000,000 | |||
Spread over LIBOR | 1.25% | 3.00% | 3.00% | ||
Mortgage loan, maturity date | May 2016 | ||||
LIBOR Interest Rate | 0.19% | 0.19% | |||
Percentage of loan that has a fixed interest rate | 75.00% | 75.00% | |||
Fixed interest rate | 3.99375% | 3.99375% | |||
Management, leasing and other services fees | $ 27,000 | $ 25,000 | $ 54,000 | $ 50,000 |
Investments In Unconsolidated Joint Ventures
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Investments In Unconsolidated Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments In Unconsolidated Joint Ventures | 4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
As of June 30, 2013, the Company had an aggregate investment of approximately $135.7 million in its equity method joint ventures. The Company formed these ventures with unaffiliated third parties, or acquired interests in them, to develop or manage primarily office and multi-family rental properties, or to acquire land in anticipation of possible development of office and multi-family rental properties. As of June 30, 2013, the unconsolidated joint ventures owned: three office and two retail properties aggregating approximately 0.4 million square feet, seven multi-family properties totaling 2,597 apartments, a 350-room hotel, a senior mezzanine loan position in the capital stack of a 1.7 million square foot commercial property; development projects for up to approximately 2,739 apartments; and interests and/or rights to developable land parcels able to accommodate up to 4,071 apartments, 1.2 million square feet of office space. The Company’s unconsolidated interests range from 7.5 percent to 80 percent subject to specified priority allocations in certain of the joint ventures.
The amounts reflected in the following tables (except for the Company’s share of equity in earnings) are based on the historical financial information of the individual joint ventures. The Company does not record losses of the joint ventures in excess of its investment balances unless the Company is liable for the obligations of the joint venture or is otherwise committed to provide financial support to the joint venture. 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. Unless otherwise noted below, the debt of the Company’s unconsolidated joint ventures generally is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions, and material misrepresentations. The Company had $581,000 and $370,000 in accounts receivable due from its unconsolidated joint ventures as of June 30, 2013 and December 31, 2012, respectively.
Included in the Company’s investments in unconsolidated joint ventures as of June 30, 2013 are six unconsolidated development joint ventures, which are VIEs for which the Company is not the primary beneficiary. These joint ventures are primarily established to develop real estate property for long-term investment and were deemed VIEs primarily based on the fact that the equity investment at risk was not sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of these VIEs based on the fact that the Company has shared control of these entities along with the entity’s partners and therefore does not have controlling financial interests in these VIEs. The Company’s aggregate investment in these VIEs was approximately $13.6 million as of June 30, 2013. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is estimated to be approximately $18.9 million, which includes the Company’s current investment and estimated future funding commitments of approximately $5.3 million. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. In general, future costs of development not financed through third party will be funded with capital contributions from the Company and its outside partners in accordance with their respective ownership percentages.
The following is a summary of the financial position of the unconsolidated joint ventures in which the Company had investment interests as of June 30, 2013 and December 31, 2012: (dollars in thousands)
The following is a summary of the Company's investments in unconsolidated joint ventures as of June 30, 2013 and December 31, 2012: (dollars in thousands)
The following is a summary of the results from operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the three and six months ended June 30, 2013 and 2012: (dollars in thousands)
The following is a summary of the Company’s equity in earnings (loss) of unconsolidated joint ventures for the three and six months ended June 30, 2013 and 2012: (dollars in thousands)
Plaza VIII and IX Associates, L.L.C. The Company has a joint venture with Columbia Development Company, L.L.C. (“Columbia”), which owns land for future development currently used as a parking facility and located on the Hudson River waterfront in Jersey City, New Jersey, adjacent to the Company’s Harborside complex. The Company holds a 50 percent interest in the venture.
South Pier at Harborside – Hotel The Company has a joint venture with Hyatt Corporation (“Hyatt”) which owns a 350-room hotel on the South Pier at Harborside, Jersey City, New Jersey. The Company holds a 50 percent interest in the venture.
The venture has a non-recourse mortgage loan with a balance as of June 30, 2013 of $63.4 million collateralized by the hotel property. The loan carries an interest rate of 6.15 percent and matures in November 2016. The venture also has a loan with a balance as of June 30, 2013 of $5.1 million with the City of Jersey City, provided by the U.S. Department of Housing and Urban Development. The loan currently bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 2020. The Company has posted a $5.1 million letter of credit in support of this loan, half of which is indemnified by Hyatt.
Red Bank Corporate Plaza, L.L.C. The Company has a joint venture with The PRC Group, which owns Red Bank Corporate Plaza, a 92,878 square foot office building located in Red Bank, New Jersey. The property is fully leased to Hovnanian Enterprises, Inc. through September 30, 2017. The Company holds a 50 percent interest in the venture.
The venture has a $17.0 million mortgage loan collateralized by the office property, which bears interest at a rate of the London Interbank Offered Rate (“LIBOR”) plus 300 basis points and matures in May 2016. LIBOR was 0.19 percent at June 30, 2013. The loan includes contingent guarantees for a portion of the principal by the Company based on certain conditions. On September 22, 2011, the interest rate on 75 percent of the loan was fixed at 3.99375 percent effective from October 17, 2011 through maturity.
The Company performed management, leasing, and other services for the property owned by the joint venture and recognized $27,000 and $25,000 in fees for such services in the three months ended June 30, 2013 and 2012, respectively, and $54,000 and $50,000 for the six months ended June 30, 2013 and 2012, respectively.
12 Vreeland Associates, L.L.C. The Company entered into a joint venture to form M-C Vreeland, LLC (“M‑C Vreeland”), which acquired a 50 percent interest in 12 Vreeland Associates, L.L.C., which owns a 139,750 square foot office property located at 12 Vreeland Road, Florham Park, New Jersey.
On June 18, 2013, 12 Vreeland Associates, L.L.C. obtained a mortgage loan which is collateralized by its office property. The amortizable loan with a balance of $16.0 million as of June 30, 2013 bears interest at 2.87 percent and matures on July 2023. The venture subsequently distributed $14.8 million of the loan proceeds, of which the Company’s share was $7.4 million.
The operating agreement of M-C Vreeland provides, among other things, for the Participation Rights (see Note 16: Noncontrolling Interests in Subsidiaries – Participation Rights).
Boston Downtown Crossing The Company had a joint venture with affiliates of Vornado Realty LP (“Vornado”) and JP Morgan Chase Bank (“JPM”), which was created to acquire and redevelop the Filenes property located in the Downtown Crossing district of Boston, Massachusetts (the “Filenes Property”). The venture was organized in contemplation of developing and converting the Filenes Property into a condominium consisting of a retail unit, an office unit, a parking unit, a hotel unit and a residential unit, aggregating 1.2 million square feet. The Company, through subsidiaries, separately holds approximately a 15 percent indirect ownership interest in each of the units. The project is subject to governmental approvals.
On April 23, 2013, the Company and JPM sold their interests in the venture for $45 million, of which the Company’s share was $13.5 million. The Company realized its share of the gain on the sale of $754,000 which is included in equity in earnings.
Gale Jefferson, L.L.C. The Company had a joint venture with a Gale Affiliate to form M-C Jefferson, L.L.C. (“M-C Jefferson”) which owned an 8.33 percent indirect interest in One Jefferson Road LLC (“One Jefferson”), which developed and managed a 100,010 square foot office property at One Jefferson Road, Parsippany, New Jersey (the “Jefferson Property”). The property is fully leased to a single tenant through August 2025.
One Jefferson had a loan in the amount of $20.2 million, which bore interest at a rate of LIBOR plus 160 basis points and was scheduled to mature in October 2013. On January 4, 2013, Gale Jefferson, L.L.C. sold its membership interest to JPM for $3.2 million, of which the Company’s share was $1.1 million. The Company realized its share of the gain on the sale of $69,000 which is included in equity in earnings.
The Company performed management, leasing, and other services for the Jefferson Property and recognized zero and $48,000 in income for such services in the three months ended June 30, 2013 and 2012, respectively, and $16,000 and $96,000 for the six months ended June 30, 2013 and 2012, respectively.
Stamford SM LLC On February 17, 2012, the Company entered into a joint venture to form Stamford SM LLC (“Stamford SM”) which acquired a senior mezzanine loan (the “Mezz Loan”) position in the capital stack of a 1.7 million square foot class A portfolio in Stamford, Connecticut for $40 million. The Mezz Loan has a face value of $50 million and is secured by the equity interests in a seven-building portfolio containing 1.67 million square feet of class A office space and 106 residential rental units totaling 70,500 square feet, all located in the Stamford Central Business District. The interest-only Mezz Loan has a carrying value of $43.6 million as of June 30, 2013. The Mezz Loan is subject to an agreement, which provides subject to certain conditions, that principal proceeds above $47 million are paid to another party. The Mezz Loan bears interest at LIBOR plus 325 basis points and matures in August 2013 with a one-year extension option, subject to certain conditions.
The operating agreement of Stamford SM provides, among other things, for distributions of net available cash in accordance with its members’ respective ownership percentages. The Company holds an 80 percent interest in the venture. The Company and the 20 percent member share equally in decision-making on all major decisions involving the operations of the venture.
Marbella RoseGarden, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 24.27 percent indirect residual interest in an entity that owns a 412-unit, 40-story multi-family rental property which aggregates 369,607 square feet and is located in Jersey City, New Jersey (the “Marbella Property”).
The Company owns 48.5325 percent of Marbella RoseGarden, L.L.C. (“RoseGarden”) with the remaining interest owned by MG Marbella Partners, L.L.C.
RoseGarden owns a 50 percent interest in the property-owning entity, PruRose/Marbella I, L.L.C. (“PruRose/Marbella”), with the remaining interest owned by Prudential-Marbella Partnership (“Prudential-Marbella”).
In general, the operating agreement of PruRose/Marbella provides that operating cash flows are distributed to members first to Prudential-Marbella and then to RoseGarden based on a 9.5 percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential-Marbella had a capital balance of $7.6 million and RoseGarden had a capital balance of $0.1 million. There was no accumulated unpaid operating return as of June 30, 2013.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
In general, the operating agreement of RoseGarden provides for the distribution of available cash flow to the members in accordance with their ownership percentages.
PruRose/Marbella has a mortgage loan, with a balance of $95 million as of June 30, 2013, which bears interest at 4.99 percent and matures in May 2018. The interest-only loan is collateralized by the Marbella Property.
The Company performed management, leasing, and other services for PruRose/Marbella and recognized $84,000 and $179,000 in income for such services in the three and six months ended June 30, 2013, respectively.
RoseGarden Monaco Holdings, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 15 percent indirect residual interest in an entity that owns two 50-story multi-family rental properties with 523 units (the “Monaco Property”). The Monaco Property aggregates 477,254 square feet and is located in Jersey City, New Jersey.
The Company owns 50 percent of RoseGarden Monaco Holdings L.L.C. (“RoseGarden Monaco”) with the remaining interest owned by MG Monaco, L.L.C. RoseGarden Monaco holds a 60 percent interest in Monaco Holdings, L.L.C. (“Monaco Holdings”) with the remaining interest owned by Hudson Hotel Monaco L.L.C.
Monaco Holdings owns a 50 percent interest in the property-owning entity, PruRose Monaco Holdings, L.L.C. (“PruRose Monaco”) with the remaining interest owned by The Prudential Insurance Company of America (“Prudential”).
In general, the operating agreement of PruRose Monaco provides that operating cash flows are distributed to members first to Prudential and then to Monaco Holdings based on a nine percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential had a capital balance of $76 million and an accumulated unpaid operating return of $3.0 million. It is not anticipated that Monaco Holdings will be required to fund any capital.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
The operating agreement of Monaco Holdings provides, among other things, for the distributions of net cash flows to the members, first, in respect of unrecovered capital on a pro rata basis, with any remaining cash flow in accordance with their ownership percentages.
The operating agreement of RoseGarden Monaco provides, among other things, for the distribution of available cash flow to the members in accordance with their ownership percentages.
PruRose Monaco has an interest-only mortgage loan, collateralized by the property with a balance of $165 million as of June 30, 2013. The mortgage loan bears interest at 4.19 percent and matures in February 2021.
The Company performed management, leasing, and other services for PruRose Monaco and recognized $114,000 and $235,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Rosewood Lafayette Holdings, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 25 percent indirect residual interest in an entity that owns a 217-unit multi-family rental property which aggregates 185,733 square feet and is located in Morristown, New Jersey (the “Highlands Property”).
The Company owns 50 percent of Rosewood Lafayette Holdings, L.L.C. (“Rosewood”) with the remaining interest owned by Woodmont Transit Village, L.L.C.
Rosewood owns a 50 percent interest in the property-owning entity, Rosewood Lafayette Commons, L.L.C. (“Rosewood Lafayette”) with the remaining interest owned by Prudential.
In general, the operating agreement of Rosewood Lafayette provides that operating cash flows are distributed to members first to Prudential and then to Rosewood based on an eight percent operating return to December 23, 2012 and nine percent thereafter on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential had a capital balance of $29.4 million and an accumulated unpaid operating return of $1.8 million. It is not anticipated that Rosewood will be required to fund any capital.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
In general, the operating agreement of Rosewood provides for the distribution of available cash flow to the members in accordance with their ownership percentages.
Rosewood Lafayette has a mortgage loan, with a balance of $39.7 million as of June 30, 2013, which bears interest at 4.0 percent and matures in July 2015. The loan requires principal and interest payments based on a 30-year amortization schedule and is collateralized by the Highlands Property.
The Company performed management, leasing, and other services for Rosewood Lafayette and recognized $48,000 and $94,000 in income for such services in the three and six months ended June 30, 2013, respectively.
PruRose Port Imperial South 15, LLC On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 50 percent residual interest in PruRose Port Imperial South 15, LLC (“Port Imperial 15”), an entity that owns a 236-unit multi-family rental property which aggregates 214,402 square feet and is located in Weehawken, New Jersey (the “RiversEdge Property”).
Port Imperial 15 is owned 50 percent by the Company and 50 percent by PRII Port Imperial South 15, LLC (“Prudential-Port”).
In general, the operating agreement of Port Imperial 15 provides that operating cash flows are distributed to members first to Prudential-Port and then to the Company based on a nine percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential-Port had a capital balance of $33.3 million and an accumulated unpaid operating return of $4.7 million. It is not anticipated that the Company will be required to fund any capital.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
Subject to a letter agreement, 20 percent of distributions received by the Company, in excess of an eight percent IRR shall be paid to a third party based on certain conditions.
Port Imperial 15 has a mortgage loan, with a balance of $57 million as of June 30, 2013, which bears interest at LIBOR plus 235 basis points and matures in August 2013. The loan provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each. The interest-only loan is collateralized by the RiversEdge Property. On June 30, 2010, the interest rate on the loan was fixed at 3.78 percent through June 30, 2013.
The Company performed management, leasing, and other services for Port Imperial 15 and recognized $62,000 and $123,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Rosewood Morristown, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 50 percent interest in Rosewood Morristown, L.L.C. (“Rosewood”) with the remaining interest owned by Woodmont Epsteins, L.L.C.
Rosewood owns a 50 percent interest in Morristown Epsteins, L.L.C. (“Morristown”) with the remaining 50 percent owned by a third party. Morristown owns an interest in a 76-unit-for-sale luxury condominium community (the “40 Park Condominiums Property”), three of which were unsold at acquisition, all of which have been sold as of June 30, 2013. Morristown also owns land where it intends to build a 91-unit, seven-story, multi-family rental property (the “Lofts at 40 Park Property”). Morristown also owns a 50 percent residual interest in the entity that owns a 130-unit multi-family rental property (the “Metropolitan Property”) and approximately 60,000 square feet of retail space in two buildings (the “Shops”), Epsteins B Rentals, L.L.C. (“Epsteins”), with the remaining interest owned by Prudential. All of the properties are located in Morristown, New Jersey.
The operating agreement of Morristown provides, among other things, for the distribution of net available cash to the members, as follows:
The operating agreement of Rosewood provides, among other things, for the distribution of net cash flow to the members in accordance with their ownership percentages.
PR II/Morristown Prudential, LLC, an affiliate of Prudential, has a 15 percent participating interest in the net sales proceeds from the sale of the 40 Park Condominiums Property units, as defined, pursuant to an August 2011 Participation Agreement, related to a previously satisfied mezzanine loan.
In general, the operating agreement of Epsteins provides that operating cash flows are distributed to members first to Prudential and then to Rosewood based on a nine percent return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential had a capital balance of $14.8 million and Rosewood had a capital balance of $0.7 million. There was no accumulated unpaid operating return as of June 30, 2013.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return balance and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
Epsteins has a mortgage loan, with a balance of $48.5 million as of June 30, 2013, which bears interest at LIBOR plus 275 basis points, matures in February 2014 and requires a $1.9 million principal payment in August 2013. The interest-only loan is collateralized by the Metropolitan Property.
Morristown has a mortgage loan, with a balance of $1.1 million as of June 30, 2013, which bears interest at LIBOR plus 250 basis points and matures in September 2013. The loan is collateralized by the Lofts at 40 Park Property and is fully guaranteed by the Company.
The Company performed management, leasing, and other services for Epsteins and recognized $44,000 and $87,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Overlook Ridge JV, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 25 percent indirect interest in an entity that owns a 251-unit multi-family rental property (“Quarrystone I Property”) and a 50 percent indirect interest in an entity that owns a land parcel located in Malden, Massachusetts (“Overlook Phase III”). The Quarrystone I Property aggregates 278,721 square feet and is located in Malden, Massachusetts.
The Company owns 50 percent of Overlook Ridge JV, L.L.C. (“Overlook Ridge JV”) with the remaining interest owned by Rowe Contracting Company (“Rowe”).
Overlook Ridge JV owns a 50 percent interest in the property-owning entity, LR JV-C Associates, L.L.C. (“LR Overlook”) with the remaining interest owned by Lennar Massachusetts Properties Inc. (“Lennar”) and a 100 percent interest in the property-owning entity LR Overlook Phase III, L.L.C. (“LR Overlook Phase III”).
In general, the operating agreement of LR Overlook provides, among other things, for distributions of cash flow to the members in accordance with their ownership percentages, subject to the repayment of priority partnership loans. As of June 30, 2013, Lennar has a priority partnership loan of $18.8 million, which has an accrued interest balance of $13.5 million.
The operating agreement of Overlook Ridge JV provides, among other things, for the distribution of distributable cash, as defined, to the members, as follows:
LR Overlook has mortgage loans, with a balance of $69.9 million as of June 30, 2013, which mature in March 2016. The senior loan, with a balance of $52.9 million, which bears interest at LIBOR plus 200 basis points is collateralized by the Quarrystone I property. The junior loan, with a balance of $17 million, which bears interest at LIBOR plus 90 basis points is collateralized by a $17 million letter of credit provided by an affiliate of Lennar.
LR Overlook Phase III has a mortgage loan, with a balance of $5.6 million as of June 30, 2013, which bears interest at a rate of LIBOR plus 250 basis points and matures in April 2015. The loan provides, subject to certain conditions, a one-year extension option with a fee of 25 basis points. The interest-only loan is collateralized by the Overlook Phase III Land. The Company has guaranteed repayment of up to $1.5 million and all interest under the loan.
The Company performed management, leasing, and other services for LR Overlook and recognized $45,000 and $90,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Overlook Ridge, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 50 percent interest in land parcels at Overlook Ridge, L.L.C. (“Overlook Ridge”), referred to as Sites IIIA, IIIC, and IIID (“Overlook Land”), which are located in Malden and Revere, Massachusetts. The remaining interest in the property-owning entity, Overlook Ridge, is owned by Rowe.
The operating agreement of Overlook Ridge provides, among other things, for the distribution of net cash flow to the members, as follows:
In addition, the operating agreement provides that both Rowe and the Company receive a notional land capital account based on the development of each Overlook Land, as defined. Based on the anticipated development of each remaining Overlook Land, the total notional land capital account is approximately $20 million, and is allocated 97 percent to Rowe and three percent to the Company.
Overlook Ridge has a mortgage loan collateralized by Overlook Land, not to exceed $17.4 million, with a balance of $16.3 million as of June 30, 2013. The loan bears interest at a rate of LIBOR plus 350 basis points and matures in March 2014. The loan provides, subject to certain conditions, a one-year extension option with a fee of 25 basis points. The Company has guaranteed repayment of the outstanding principal balance of the loan.
Overlook Ridge JV 2C/3B, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 25 percent indirect residual interest in a to-be-built, 371-unit multi-family rental development spanning four buildings (the “Overlook 2C/3B Project”) which is located in Malden, Massachusetts. Construction began in January 2013 with anticipated initial deliveries in the first quarter 2014.
The Company owns a 50 percent interest in Overlook Ridge JV 2C/3B, L.L.C. (“Overlook 2C/3B”) with the remaining interest owned by Rowe. Overlook 2C/3B owns a 50 percent interest in the development project-owning entity, Overlook Ridge Apartments Investors LLC (“Overlook Apartments Investors”) with the remaining interests owned by Overlook Ridge Apartments Member LLC (“Overlook Apartments Member”). Pursuant to the operating agreement Overlook Apartments Member is required to fund $23.9 million of the total development costs of $79.4 million, with the balance to be funded by a $55.5 million construction loan.
In general, the operating agreement of Overlook Apartments Investors provides that operating cash flows are distributed to members first to Overlook Apartments Member and then to Overlook 2C/3B based on a 6.5 percent preferred return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Overlook Apartments Member had a capital balance of $22.6 million with an accumulated unpaid preferred return of $0.7 million. It is anticipated that Overlook 2C/3B will not be required to fund any capital.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid preferred return, then to repay each members’ capital balance in the same priority as operating cash flows, then 100 percent to Overlook Apartments Member until it receives a nine percent IRR, and then 70 percent to Overlook Apartments Member and 30 percent to Overlook 2C/3B, pari passu, until Overlook Apartments Member receives an 11 percent IRR, as defined, with any excess distributed to the members in accordance with their ownership percentages.
Overlook 2C/3B and its affiliates are restricted from commencing any new residential real property development at Overlook Ridge until January 2015, without the prior written consent of Overlook Apartments Member. Thereafter, Overlook Apartments Member has a right of first offer to participate in future Overlook Ridge Projects, all as more fully set forth in the operating agreement of Overlook Ridge Apartments Investors.
Overlook Apartments Investors has a construction loan not to exceed $55.5 million with no balance at June 30, 2013, which bears interest at LIBOR plus 250 basis points and matures in December 2015. The loan provides, subject to certain conditions, two one-year extension options with a fee of 25 basis points each. The Company has guaranteed lien-free completion of the project to the lender and Overlook Apartments Member. The Company has also guaranteed repayment of $8.3 million of the loan. Upon the project achieving a debt service coverage ratio of 1.25, as defined, the repayment guaranty ends. Additionally, the Company has guaranteed payment of all interest due under the loan. On January 18, 2013, the interest rate on an amount not expected to exceed 95 percent of the outstanding loan balance was fixed at 3.0875 percent from September 3, 2013 to November 2, 2015.
The operating agreement of Overlook 2C/3B provides, among other things, for the distribution of net operating cash flow to the members, as follows:
Rowe has an unrecovered notional capital account balance of $7.2 million and the Company has an unrecovered capital account with $0.2 million associated with its land capital as of June 30, 2013.
The Company performed development, management, and other services for Overlook Apartments Investors and recognized $109,000 and $178,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Roseland/North Retail, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 20 percent residual interest in Port Imperial North Retail, L.L.C. (“PI North Retail”), an entity that owns commercial condominium units (the “Riverwalk Property”), with the remaining interest owned by PR II Port Imperial Retail, LLC (“Prudential-PI”). The Riverwalk Property aggregates 30,745 square feet of retail space and is located in West New York, New Jersey.
In general, the operating agreement of PI North Retail provides that operating cash flows are distributed first to Prudential-PI and then to the Company based on a nine percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with ownership percentages. As of June 30, 2013, Prudential-PI had a capital balance of $4.3 million and an accumulated unpaid operating return of $1.5 million and the Company had no capital balance.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
The Company performed management, leasing, and other services for PI North Retail and recognized $7,000 and $15,000 in income for such services in the three and six months ended June 30, 2013, respectively.
BNES Associates III On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 31.25 percent indirect interest in an entity that owns a 106,345 square foot fully-leased office property located in West Orange, New Jersey.
The Company owns 50 percent of BNES Associates III (“BNES”) with the remaining interest owned by L.A.H. Partners Crystal Lake, L.L.C. BNES owns a 62.50 percent interest in the property-owning entity, The Offices at Crystal Lake, L.L.C. (“Crystal Lake”).
The operating agreement of Crystal Lake provides, among other things, for the distribution of net cash flow to the members in accordance with their percentage interests.
Crystal Lake has a mortgage loan, with a balance of $7.6 million as of June 30, 2013 collateralized by the office property, which bears interest at 4.76 percent and matures in November 2023.
Portside Master Company, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 38.25 percent indirect residual interest in a to-be-built, 176-unit multi-family rental property (“Portside at Pier One Building Seven Project”). The Portside at Pier One Building Seven Project is located in East Boston, Massachusetts and began construction in December 2012 with anticipated initial deliveries in the third quarter 2014. The project is subject to a ground lease with the Massachusetts Port Authority. The ground lease provides for fixed and percentage rent.
The Company owns 85 percent of Portside Master Company, L.L.C. (“Portside Master”) with the remaining interest owned by Portside Boston, L.L.C. Portside Master holds a 45 percent interest in the development project-owning entity, Portside Apartment Holdings, L.L.C. (“Portside Apartment Holdings”) with the remaining interest owned by PR II Portside Investors L.L.C. (“Prudential Portside”). Pursuant to the operating agreement, Prudential Portside is required to fund $23.8 million of the estimated total development costs of $66.3 million, with the balance to be funded by a $42.5 million construction loan.
In general, the operating agreement of Portside Apartment Holdings provides that operating cash flows are distributed to members first to Prudential Portside and then to Portside Master based on a nine percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential Portside had a capital balance of $8.7 million and an unpaid operating return of $0.3 million. It is anticipated that Portside Master will not be required to fund any capital.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return, then to repay each members’ capital balance in the same priority as operating cash flows, and then 65 percent to Prudential Portside and 35 percent to Portside Master, pari passu, until Prudential Portside receives a 12 percent IRR, as defined, with any excess distributed to the members in accordance with their ownership percentages.
The operating agreement of Portside Master provides, among other things, for the distribution of net cash flow to the members in accordance with their ownership percentages.
Portside Apartment Holdings has a construction loan in an amount not to exceed $42.5 million with no balance at June 30, 2013, which bears interest at LIBOR plus 250 basis points and matures in December 2015. The loan provides, subject to certain conditions, two one-year extension options with a fee of 12.5 basis points for year one and 25 basis points for year two. The Company has guaranteed lien-free completion of the project to the lender, Prudential Portside and Massachusetts Port Authority. The Company has also guaranteed repayment of 50 percent of the loan until project completion, when the repayment guaranty is reduced to 25 percent. The Company’s repayment guaranty is further reduced to 10 percent upon achieving a debt service coverage ratio of 1.25, as defined. Additionally, the Company has guaranteed payment of all interest due under the loan.
The Company performed development, management, and other services for Portside Apartment Holdings and recognized $169,000 and $211,000 in income for such services in the three and six months ended June 30, 2013, respectively.
PruRose Port Imperial South 13, LLC On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 20 percent residual interest in a to-be-built, 280-unit multi-family rental property (“Port Imperial 13”) located in Weehawken, New Jersey. Port Imperial 13 began construction in January 2013 with anticipated initial deliveries in the fourth quarter 2014.
The remaining interest in the PruRose Port Imperial South 13, LLC (“PruRose 13”) is owned by PR II Port Imperial South 13 Investor LLC (“Prudential 13”). Pursuant to the operating agreement, Prudential 13 is required to fund $23.1 million of the estimated total development costs of $96.4 million, not including contributed land capital of $21 million, which is allocated $19.2 million to Prudential 13 and $1.8 million to the Company, with the balance to be funded by a $73.4 million construction loan.
In general, the operating agreement of PruRose 13 provides that operating cash flows are distributed to members first to Prudential 13 and then to the Company based on a nine percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential 13 had a capital balance of $32.5 million and an accumulated unpaid operating return of $1.8 million and the Company had a capital balance of $1.8 million and an accumulated unpaid operating return of $0.1 million.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
Subject to an agreement, 20 percent of distributions received by the Company, in excess of an eight percent IRR, shall be paid to another party.
PruRose 13 has a construction loan in an amount not to exceed $73.4 million with no balance at June 30, 2013. The loan bears interest at a rate of LIBOR plus 215 basis points and matures in June 2016. The loan provides, subject to certain conditions, a one-year extension option followed by a six-month extension option with a fee of 25 basis points each. The Company has guaranteed lien-free completion of the project to the lender and Prudential. The Company has also guaranteed repayment of up to $11 million of the loan. The Company’s guaranty of repayment is reduced to $7.4 million upon achieving a debt service coverage ratio of 1.25, and to zero upon achieving a debt service coverage ratio of 1.40, as defined. Additionally, the Company has guaranteed payment of all interest due under the loan. On December 28, 2012, the interest rate on an amount not expected to exceed 95 percent of the outstanding loan balance was fixed at 2.79 percent from July 1, 2013 to January 1, 2016.
The Company performed development, management, and other services for PruRose 13 and recognized $283,000 and $325,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Roseland/Port Imperial Partners, L.P. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 20 percent residual interest in a to-be-built, 363-unit multi-family rental property (the “Parcel C Project”), undeveloped land parcels, parcels 6, I and J (“Port Imperial North Land”), and a parcel of land with a ground lease to a retail tenant all located in West New York, New Jersey.
The remaining interests in the development project-owning entity, Roseland/Port Imperial Partners, L.P. (“Roseland/PI”) are owned 79 percent by Prudential and one percent by Prudential-Port Imperial LLC (“Prudential LLC”).
The operating agreement of Roseland/PI provides, among other things, for the distribution of net cash flow to the members, as follows:
As of June 30, 2013, Prudential and Prudential LLC had a Parcel C capital balance of $18.2 million and an accumulated unpaid operating return of $3.3 million and the Company had a capital balance of $8,000. Construction of the Parcel C Project is expected to start in 2015.
In addition, the operating agreement provides each member a land capital account associated with the Port Imperial North Land. As of June 30, 2013, Prudential and Prudential LLC had a land capital account balance of $58.1 million and the Company had a land capital account of $5.1 million. The land capital account balances do not earn a return and will be contributed to a development entity upon construction start for each development parcel, as defined. Also, as of June 30, 2013, Prudential and Prudential LLC had a capital balance of $394,000 and the Company had a capital balance of $98,000 related to the Port Imperial North land.
RoseGarden Marbella South, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 24.27 percent indirect residual interest in a to-be-built, 311-unit high-rise multi-family rental property (the “Marbella II Project”) which is located in Jersey City, New Jersey. The Marbella II Project is scheduled to begin construction in the third quarter 2013.
The Company owns 48.5325 percent of RoseGarden Marbella South, L.L.C. (“RoseGarden South”) with the remaining interest owned by MG Marbella Partners II, L.L.C.
RoseGarden South holds a 50 percent interest in the development project-owning entity, PruRose Marbella II, L.L.C. (“PruRose/Marbella II”), with the remaining interest owned by PRISA III Investments LLC (“Prudential-Marbella II”). Total estimated development costs of $132.1 million are anticipated to be funded with $54.7 million of member capital, $41.4 million from Prudential-Marbella II and $13.3 million from the Company, with the balance to be funded by a $77.4 million construction loan.
In general, the operating agreement of PruRose/Marbella II provides that operating cash flows are distributed to members pro-rata based on a nine percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Prudential-Marbella II had a capital balance of $3.2 million and an accumulated unpaid operating return of $0.3 million and RoseGarden South had a capital balance of $0.7 million with an unpaid operating return of $4,000.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return and then to repay each members’ capital balance in the same priority as operating cash flows, with any excess distributed to the members in accordance with their ownership percentages.
Net cash flow for RoseGarden South is distributed to the members in accordance with their ownership percentages.
The Company performed development, management and other services for PruRose Marbella II and recognized $3,000 and $18,000 in income for such services in the three and six months ended June 30, 2013, respectively.
PruRose Riverwalk G, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 25 percent indirect residual interest in a to-be-built, 12-story, 316-unit multi-family rental property (the “RiverTrace Project”). The RiverTrace Project is located in West New York, New Jersey. The RiverTrace Project began construction in November 2011 with anticipated initial deliveries in the third quarter 2013.
The Company owns 50 percent of PruRose Riverwalk G, L.L.C. (“PruRose Riverwalk”) with the remaining interest owned by Prudential.
PruRose Riverwalk owns a 50 percent interest in the project-owning entity, Riverwalk G Urban Renewal, L.L.C. (“Riverwalk G”), with the remaining interest owned by West New York Parcel G Apartments Investors, LLC (“Investor”). Pursuant to the operating agreement, Investor is required to fund $35 million of the estimated total development costs of $118.1 million, with the balance to be funded by an $83.1 million construction loan.
In general, the operating agreement of Riverwalk G provides that operating cash flows are distributed to members first to Investor and then to PruRose Riverwalk based on a 7.75 percent operating return on each members’ capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. As of June 30, 2013, Investor had a capital balance of $35 million and an unpaid operating return of $5.2 million. It is not anticipated that PruRose Riverwalk will be required to fund any capital.
Net cash flows from a capital event are distributed first to the extent of any accumulated unpaid operating return, then to repay each members’ capital balance in the same priority as operating cash flows, and then 100 percent to Investor until Investor receives a 7.75 percent IRR, as defined, with any excess distributed to the members in accordance with their ownership percentages.
The operating agreement of PruRose Riverwalk provides, among other things, for the distribution of net cash flow to the members in accordance with their ownership percentages. In addition, the operating agreement requires that the initial $1.3 million in distributions to the Company be redirected to Prudential.
Riverwalk G has a construction loan in an amount not to exceed $83.1 million, with a balance of $41.4 million as of June 30, 2013, which bears interest at six percent and matures in July 2021. The interest-only loan is collateralized by the RiverTrace Project. The Company has guaranteed a lien-free completion of the project to the lender and Investor. The Company fully guarantees the loan until six months after completion of the project.
The Company performed development, management, and other services for Riverwalk G and recognized $174,000 and $349,000 in income for such services in the three and six months ended June 30, 2013, respectively.
ELMAJO Urban Renewal Associates, LLC/Estuary Urban Renewal Unit B, LLC On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 7.5 percent residual interest in a to-be-built, three-building, 582 multi-family rental property located in Weehawken, New Jersey (the “Lincoln Harbor Project”), with the remaining interest owned by ELMAJO Management, Inc. (“EMI”). The first phase, Building A, with 181 units, and Building C, with 174 units, began construction in 2012 and the second phase, Building B, with 227 units, began construction in January 2013. On March 13, 2013, Estuary Urban Renewal Unit B, LLC (“Estuary UR”) was formed to own and develop the second phase, Building B. Estimated total development costs for the Lincoln Harbor Project is $218.3 million. EMI is required to fund any capital requirements in excess of construction financing. The Company has no funding requirements to the venture.
The operating agreements of ELMAJO Urban Renewal Associates, LLC (“ELMAJO UR”), the entity which owns the Lincoln Harbor Project, Building A and C, and Estuary UR, the entity that owns the Lincoln Harbor Project Building B, provides, among other things, for the distribution of net distributable cash to the members, as follows:
As of June 30, 2013, EMI and Estuary UR have a combined capital balance of $68.6 million and an unpaid preferred return of $11.8 million.
ELMAJO UR has a construction loan for Building A and Building C in an amount not to exceed $95 million, with a balance of $26.4 million as of June 30, 2013, which bears interest at LIBOR plus 210 basis points and matures in June 2016. The loan provides, subject to certain conditions, a one-year extension option with a fee of 25 basis points.
The Company performed development and other services for ELMAJO UR and Estuary UR and recognized $240,000 and $480,000 in income for such services in the three and six months ended June 30, 2013, respectively.
Riverpark at Harrison I, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 36 percent interest in a multi-phase project located in Harrison, New Jersey (the “Riverpark Project”). Construction of a 141-unit multi-family rental property of the Riverpark Project is projected to start in the near term. Estimated total development costs of $28.2 million are expected to be funded with a $23.4 million construction loan, with the balance to be funded with member capital. The Company is required to fund 40.5 percent of capital.
The remaining interests in the development project-owning entity, Riverpark at Harrison I Urban Renewal, L.L.C. (“Riverpark”) are owned 36 percent by Chall Enterprises, L.L.C. and 28 percent by an investor group.
In general, the operating agreement of Riverpark provides, among other things, for the distribution of net cash flow to the members in accordance with their ownership percentages.
On June 27, 2013, Riverpark obtained a construction loan in an amount not to exceed $23.4 million with no balance at June 30, 2013. The loan, which bears interest at LIBOR plus 235 basis points, matures in June 2016 and provides, subject to certain conditions, two one-year extension options with a fee of 20 basis points for each year. The Company has guaranteed lien-free completion of the project to the lender and repayment of 25 percent of the principal amount at maturity. The Company’s repayment guaranty is reduced to 10 percent upon project completion, achieving a debt service coverage ratio of 1.30 and satisfaction of the loan-to-value ratio of 65 percent, as defined. Additionally, the Company has guaranteed payment of all interest due under the loan.
150 Main Street, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 26.25 percent interest in a to-be-built, 108-unit multi-family rental property located in Eastchester, New York (the “Eastchester Project”).
The remaining interests in the development project-owning entity, 150 Main Street, L.L.C. (“Eastchester”) are owned 26.25 percent by JMP Eastchester, L.L.C. and 47.5 percent by Hudson Valley Land Holdings, L.L.C. (“HVLH”). Subsequent to quarter end, operating agreement modifications have increased the Company’s effective ownership to 76.25 percent. The Eastchester Project is expected to start in the near term. Estimated total development costs of $46 million are expected to be funded with a $27.5 million construction loan and the balance of $18.5 million to be funded with member capital.
The operating agreement of Eastchester provides, among other things, for the distribution of net operating cash flow to the members, as follows:
Net cash flows from a capital event are distributed to the members, first, in respect of unrecovered return and then unrecovered capital on a pro rata basis, with any excess in accordance with their ownership percentages.
The Company performed development and other services for Eastchester and recognized zero and $15,000 in income for such services in the three and six months ended June 30, 2013, respectively.
RoseGarden Monaco, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 41.67 percent interest in the rights to acquire a land parcel (“San Remo Land”) located in Jersey City, New Jersey, pursuant to an agreement which expires in 2017.
The remaining interest in the rights-owning entity, RoseGarden Monaco, L.L.C. is owned by MG Monaco Partners, L.L.C. The operating agreement requires capital contributions and distributions in accordance with their ownership percentages.
Hillsborough 206 Holdings, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 50 percent interest in a site zoned for retail uses (excluding supermarkets) which is located in Hillsborough, New Jersey.
The remaining interest in the property-owning entity, Hillsborough 206 Holdings, L.L.C. (“Hillsborough 206”) is owned by BNE Investors VIII, L.L.C.
The operating agreement of Hillsborough 206 provides, among other things, for the distribution of distributable cash to the members, in accordance with their ownership percentages.
Grand Jersey Waterfront Urban Renewal Associates, L.L.C. On October 23, 2012, as part of the Roseland Transaction, the Company acquired a 50 percent interest in an entity designated as redeveloper of a land parcel (“Liberty Landings”) located in Jersey City, New Jersey. The remaining interest in the entity, Grand Jersey Waterfront Urban Renewal Associates, L.L.C., is owned by Waterfront Realty Company, L.L.C.
Capital requirements are funded in accordance with ownership percentages.
Crystal House Apartments Investors LLC On March 20, 2013, the Company entered into a joint venture with a fund advised by UBS Global Asset Management (“UBS”) to form Crystal House Apartments Investors LLC (“CHAI”) which acquired the 828-unit multi-family property known as Crystal House located in Arlington, Virginia (“Crystal House Property”) for approximately $262.5 million. The acquisition included vacant land to accommodate the development of approximately 295 additional units of which 252 are currently approved. The Company holds a 25 percent interest in the Crystal House property and a 50 percent interest in the vacant land.
In general, the operating agreement of CHAI provides that net operating cash flows are distributed to the members in accordance with ownership percentages. Net cash flows from a capital event are distributed first to the members in accordance with ownership percentages until they receive a nine percent IRR, as defined, with any excess distributed 50 percent to the Company and 50 percent to UBS.
CHAI obtained a mortgage loan on the acquired property, which has a balance of $165 million as of June 30, 2013, bears interest at 3.17 percent and matures in March 2020. The loan, which is interest-only during the initial 5-year term and amortizable over a 30-year period for the remaining term, is collateralized by the Crystal House Property.
The Company performed management, leasing and other services for CHAI and recognized $119,000 in income for such services in the three and six months ended June 30, 2013.
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Significant Accounting Policies (Policy)
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6 Months Ended | ||||||||||
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Jun. 30, 2013
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Significant Accounting Policies [Abstract] | |||||||||||
Rental Property | Rental 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.
The Company considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative square footage of each portion, and capitalizes only those costs associated with the portion under construction.
Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values. The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
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 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.
Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental properties held for use may be impaired. In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions. These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions. The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.
As of June 30, 2013 and December 31, 2012, the Company’s consolidated real estate joint ventures in which the Company is deemed to be the primary beneficiary have total real estate assets of $198.1 million and $198.3 million, respectively, mortgages of $78.9 million and $77.1 million, respectively, and other liabilities of $15.7 million and $16.5 million, respectively. These consolidated ventures were acquired as part of the Roseland Transaction (as defined in Note 13: Commitments and Contingencies).
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Rental Property Held For Sale And Discontinued Operations | 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.
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.
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Investments In Unconsolidated Joint Ventures | Investments in Unconsolidated 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.
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. The Company’s estimates of value for each investment (particularly in commercial real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future. See Note 4: Investments in Unconsolidated Joint Ventures.
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Cash And Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.
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Deferred Financing Costs |
Deferred 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.
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Deferred Leasing Costs | Deferred 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.
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Goodwill | 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.
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Derivative Instruments | Derivative 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.
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Revenue Recognition | Revenue 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.
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Allowance For Doubtful Accounts | Allowance for 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.
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Income And Other Taxes | Income and 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.
Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which is included in general and administrative expense.
In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable. As of June 30, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are generally from the year 2008 forward.
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Earnings Per Share | 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).
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Dividends And Distributions Payable | Dividends and Distributions 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.
The dividends and distributions payable at December 31, 2012 represents dividends payable to common shareholders (87,537,250 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (12,141,836 common units) for all such holders of record as of January 4, 2013 with respect to the fourth quarter 2012. The fourth quarter 2012 common stock dividends and common unit distributions of $0.45 per common share and unit were approved by the Board of Directors on December 3, 2012. The common stock dividends and common unit distributions payable were paid on January 11, 2013.
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Costs Incurred For Stock Issuances | Costs Incurred For Stock Issuances Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid-in capital.
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Stock Compensation | 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.
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Other Comprehensive Income | 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.
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Investments In Unconsolidated Joint Ventures (BNES Associates III) (Narrative) (Details) (USD $)
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6 Months Ended | ||
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Jun. 30, 2013
The Offices At Crystal Lake, L.L.C. [Member]
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Oct. 23, 2012
BNES Associates III's Interest In The Offices At Crystal Lake [Member]
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Oct. 23, 2012
BNES Associates III [Member]
sqft
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Schedule of Equity Method Investments [Line Items] | |||
Indirect residual ownership percentage | 31.25% | ||
Area of property (in square feet) | 106,345 | ||
Percentage of interest in venture | 50.00% | ||
Investment ownership percentage | 62.50% | ||
Mortgage loans, carrying amount | $ 7,600,000 | ||
Interest rate | 4.76% | ||
Mortgage loan, maturity date | November 2023 |
Investments In Unconsolidated Joint Ventures (Gale Jefferson, L.L.C.) (Narrative) (Details) (USD $)
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6 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jul. 15, 2013
|
Jun. 30, 2013
One Jefferson [Member]
|
Jan. 04, 2013
Gale Jefferson, L.L.C. [Member]
|
Jun. 30, 2013
Gale Jefferson, L.L.C. [Member]
sqft
|
Jun. 30, 2012
Gale Jefferson, L.L.C. [Member]
|
Jun. 30, 2013
Gale Jefferson, L.L.C. [Member]
sqft
|
Jun. 30, 2012
Gale Jefferson, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of interest in venture | 8.33% | |||||||
Rentable Square Feet | 100,010 | 100,010 | ||||||
Lease expiration date | Aug. 01, 2025 | |||||||
Mortgage loans, carrying amount | $ 20,200,000 | |||||||
Spread over LIBOR | 1.25% | 1.60% | ||||||
Mortgage loan, maturity date | October 2013 | |||||||
Venture sale of real estate | 3,200,000 | |||||||
Share of gain on sale of real estate | 1,100,000 | |||||||
Gain on sale of property | 37,609,000 | 69,000 | ||||||
Management, leasing and other services fees | $ 0 | $ 48,000 | $ 16,000 | $ 96,000 |
Disclosure Of Fair Value Of Financial Instruments
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Disclosure Of Fair Value Of Financial Instruments [Abstract] | |
Disclosure Of Fair Value Of Financial Instruments | 12. DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments at June 30, 2013 and December 31, 2012. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Cash equivalents, receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of June 30, 2013 and December 31, 2012.
The fair value of the Company’s long-term debt, consisting of senior unsecured notes, an unsecured revolving credit facility and mortgages, loans payable and other obligations aggregated approximately $2.5 billion and $2.4 billion as compared to the book value of approximately $2.4 billion and $2.2 billion as of June 30, 2013 and December 31, 2012, respectively. The fair value of the Company’s long-term debt is categorized as a level 3 basis (as provided by ASC 820, Fair Value Measurements and Disclosures). The fair value is estimated using a discounted cash flow analysis valuation based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate.
Disclosure about fair value of financial instruments is based on pertinent information available to management as of June 30, 2013 and December 31, 2012. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 2013 and current estimates of fair value may differ significantly from the amounts presented herein.
|
Unsecured Revolving Credit Facility (Narrative) (Details) (USD $)
|
6 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
item
entity
|
Jul. 15, 2013
|
Jun. 30, 2013
Money Market Loan [Member]
|
Dec. 31, 2012
Money Market Loan [Member]
|
Jun. 30, 2013
Maximum [Member]
Money Market Loan [Member]
|
|
Line Of Credit Facility By Category [Line Items] | |||||
Number of lending institutions | 17 | ||||
Borrowing capacity under the credit facility | $ 600,000,000 | $ 600,000,000 | $ 75,000,000 | ||
Expandable borrowing capacity under the credit facility | 1,000,000,000 | ||||
Credit facility maturity date | Jul. 01, 2017 | ||||
Number of extension options | 2 | ||||
Credit facility, extension period | 6 months | ||||
Credit facility extension fee, basis points | 0.075% | 0.25% | |||
Line of credit facility, bid feature, current borrowing capacity | 300,000,000 | ||||
Terms of the unsecured facility | The terms of the unsecured facility include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio, the maximum amount of secured indebtedness, the minimum amount of fixed charge coverage, the maximum amount of unsecured indebtedness, the minimum amount of unencumbered property interest coverage and certain investment limitations. | ||||
Terms of dividend restriction | If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the Company to continue to qualify as a REIT under the Code. | ||||
Outstanding borrowings under the facility | $ 0 | $ 0 | |||
Spread over LIBOR | 1.25% | ||||
Maturity period of the unsecured borrowing | 30 days |
Deferred Charges, Goodwill And Other Assets (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Deferred Charges, Goodwill And Other Assets [Abstract] | ||
Deferred leasing costs | $ 263,701 | $ 267,197 |
Deferred financing costs | 22,625 | 20,447 |
Deferred charges, gross | 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 |
Investments In Unconsolidated Joint Ventures (Stamford SM LLC) (Narrative) (Details) (USD $)
|
0 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jul. 15, 2013
|
Feb. 17, 2012
Class A Portfolio In Stamford, Connecticut [Member]
sqft
|
Feb. 17, 2012
Class A Office Space [Member]
property
sqft
|
Feb. 17, 2012
Residential Space [Member]
item
sqft
|
Jun. 30, 2013
Stamford SM LLC [Member]
|
Jun. 30, 2013
Mezz Loan [Member]
|
Feb. 17, 2012
Mezz Loan [Member]
|
|
Schedule of Equity Method Investments [Line Items] | |||||||
Area of property (in square feet) | 1,700,000 | 1,670,000 | 70,500 | ||||
Venture property acquisition cost | $ 40,000,000 | ||||||
Mortgage loan face amount | 50,000,000 | ||||||
Number of properties | 7 | ||||||
Number of rental units | 106 | ||||||
Mortgage loan carrying amount | 43,600,000 | ||||||
Threshold of which excess proceeds are paid to another party | $ 47,000,000 | ||||||
Spread over LIBOR | 1.25% | 3.25% | |||||
Mortgage loan scheduled to mature | Aug. 01, 2013 | ||||||
Loan extension period | 1 year | ||||||
Percentage of interest in venture | 80.00% | ||||||
Third party ownership percentage | 20.00% | ||||||
Holding and distribution pattern under operating agreement | The operating agreement of Stamford SM provides, among other things, for distributions of net available cash in accordance with its members' respective ownership percentages. The Company holds an 80 percent interest in the venture. The Company and the 20 percent member share equally in decision-making on all major decisions involving the operations of the venture. |
Segment Reporting (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Segment Reporting Information, By Segment | Selected results of operations for the three and six months ended June 30, 2013 and 2012 and selected asset information as of June 30, 2013 and December 31, 2012 regarding the Company’s operating segments are as follows: (dollars in thousands)
(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.
The following schedule reconciles net operating income to net income available to common shareholders: (dollars in thousands)
|
Investments In Unconsolidated Joint Ventures (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Investments In Unconsolidated Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Financial Position Of Unconsolidated Joint Ventures |
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Summary Of Company's Investment In Unconsolidated Joint Ventures |
|
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Summary Of Results Of Operations Of Unconsolidated Joint Ventures |
|
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Summary Of Company's Equity In Earnings (Loss) Of Unconsolidated Joint Ventures |
|
Real Estate Transactions (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Real Estate Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Purchase Price Allocation |
(1) In-place lease values and below market lease values will be amortized over one year or less.
|
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Schedule Of Properties Which Commenced Initial Operations |
|
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Schedule Of Property Sales |
|
Mack-Cali Realty Corporation Stockholders' Equity (Restricted Stock Awards And TSR-Based Awards) (Narrative) (Details) (USD $)
|
6 Months Ended | 12 Months Ended | 6 Months Ended | 1 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Jun. 30, 2012
|
Jun. 30, 2013
Restricted Stock [Member]
|
Jun. 30, 2013
Restricted Stock [Member]
Minimum [Member]
|
Jun. 30, 2013
Restricted Stock [Member]
Maximum [Member]
|
Jun. 30, 2013
Ratified Restricted Stock Awards [Member]
Minimum [Member]
|
Jun. 30, 2013
Ratified Restricted Stock Awards [Member]
Maximum [Member]
|
Jun. 30, 2013
Total Stockholder Return Based Awards [Member]
|
Jan. 31, 2014
Scenario, Forecast [Member]
Ratified Restricted Stock Awards [Member]
|
Dec. 31, 2013
Scenario, Forecast [Member]
Total Stockholder Return Based Awards [Member]
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted Stock Award vesting period | 1 year | 7 years | 5 years | 7 years | 4 years | ||||||
Unvested restricted stock outstanding | 352,358 | 105,843 | |||||||||
Restricted stock awards unvested shares outstanding, performance contingent | 319,667 | ||||||||||
Awards issued | 68,139 | 1,032 | 319,667 | 5,160 | |||||||
Value of common stock received upon vesting of awards | $ 1,000 | ||||||||||
Total unrecognized compensation cost | $ 1,400,000 | ||||||||||
Total unrecognized compensation cost, period of recognition | 7 months 6 days |
Commitments And Contingencies (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Commitments And Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||
Future Minimum Rental Payments Of Ground Leases |
|
Investments In Unconsolidated Joint Ventures (Summary Of Results Of Operations Of Unconsolidated Joint Ventures) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Investments In Unconsolidated Joint Ventures [Abstract] | ||||
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 |
Senior Unsecured Notes (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Senior Unsecured Notes |
(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.
|
Segment Reporting (Schedule Of Reconciliation Of Net Operating Income To Income From Continuing Operations) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|||||||
Segment Reporting Information [Line Items] | ||||||||||
Net operating income | $ 60,187 | [1] | $ 60,955 | [1] | $ 117,414 | [1] | $ 130,321 | [1] | ||
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 | ||||||
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 | ||||||
Operating Segments [Member]
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net operating income | 60,187 | 60,955 | 117,414 | 130,321 | ||||||
Net income available to common shareholders | 23,071 | 10,101 | 34,627 | 35,868 | ||||||
Segment Reconciling Items [Member]
|
||||||||||
Segment Reporting Information [Line Items] | ||||||||||
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) | ||||||||
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) | ||||||
|
Investments In Unconsolidated Joint Ventures (Overlook Ridge, L.L.C.) (Narrative) (Details) (USD $)
|
6 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jul. 15, 2013
|
Jun. 30, 2013
Overlook Ridge, L.L.C. [Member]
|
Oct. 23, 2012
Overlook Ridge, L.L.C. [Member]
|
Jun. 30, 2013
Overlook Ridge, L.L.C. [Member]
Rowe [Member]
|
Jun. 30, 2013
Maximum [Member]
|
Jun. 30, 2013
Maximum [Member]
Overlook Ridge, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of interest in venture | 50.00% | 80.00% | ||||
Percentage of operating return on capital | 6.00% | |||||
Notional land capital | $ 20,000,000 | |||||
Percentage of notional land capital account assigned | 3.00% | 97.00% | ||||
Mortgage loan | 17,400,000 | |||||
Mortgage loans, carrying amount | $ 16,300,000 | |||||
Spread over LIBOR | 1.25% | 3.50% | ||||
Mortgage loan, maturity date | March 2014 | |||||
Loan extension period | 1 year | |||||
Extension fee | 0.25% | |||||
Holding and distribution pattern under operating agreement | The operating agreement of Overlook Ridge provides, among other things, for the distribution of net cash flow to the members, as follows: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; andSecond, to the members in accordance with their ownership percentages. |
Segment Reporting (Narrative) (Details) (USD $)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
segment
|
Jun. 30, 2012
|
Dec. 31, 2012
|
|
Segment Reporting [Abstract] | |||
Number of business segments | 2 | ||
Revenue from foreign countries | $ 0 | $ 0 | |
Long lived assets in foreign locations | $ 0 | $ 0 |
Investments In Unconsolidated Joint Ventures (PruRose Riverwalk G, L.L.C.) (Narrative) (Details) (USD $)
|
6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 15, 2013
|
Jun. 30, 2013
|
Jun. 30, 2013
West New York Parcel G Apartments Investors, L.L.C. [Member]
|
Jun. 30, 2013
Riverwalk G Urban Renewal, L.L.C. [Member]
|
Jun. 30, 2013
Riverwalk G Urban Renewal, L.L.C. [Member]
|
Jun. 30, 2013
Prudential [Member]
|
Jun. 30, 2013
PruRose Riverwalk G, L.L.C. [Member]
|
Oct. 23, 2012
PruRose Riverwalk G, L.L.C. [Member]
item
|
Jun. 30, 2013
PruRose Riverwalk G, L.L.C. [Member]
West New York Parcel G Apartments Investors, L.L.C. [Member]
|
Oct. 23, 2012
PruRose Riverwalk G's Interest In Riverwalk G Urban Renewal [Member]
|
Jun. 30, 2013
Construction Loan [Member]
West New York Parcel G Apartments Investors, L.L.C. [Member]
|
Jun. 30, 2013
Construction Loan [Member]
Riverwalk G Urban Renewal, L.L.C. [Member]
|
Jun. 30, 2013
RiverTrace Project [Member]
West New York Parcel G Apartments Investors, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Indirect residual ownership percentage | 25.00% | ||||||||||||
Number of stories | 12 | ||||||||||||
Number of units | 316 | ||||||||||||
Percentage of interest in venture | 50.00% | ||||||||||||
Investment ownership percentage | 50.00% | ||||||||||||
Total project costs | $ 118,100,000 | $ 35,000,000 | |||||||||||
Maximum borrowing capacity | 600,000,000 | 600,000,000 | 83,100,000 | 83,100,000 | |||||||||
Percentage of operating return on capital | 7.75% | ||||||||||||
Capital balance | 14,800,000 | 35,000,000 | |||||||||||
Accumulated unpaid operating return | 5,200,000 | ||||||||||||
Percentage of capital event cash flows distributed | 100.00% | ||||||||||||
Internal rate of return | 7.75% | ||||||||||||
Amount of company's initial distributions to be redirected | 1,300,000 | ||||||||||||
Amount outstanding | 41,400,000 | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Loan maturity date | Jul. 01, 2021 | ||||||||||||
Period of loan guarantee by company following completion of project | 6 months | ||||||||||||
Development management and other services fees | $ 174,000 | $ 349,000 | |||||||||||
Holding and distribution pattern under operating agreement | In general, the operating agreement of Riverwalk G provides that operating cash flows are distributed to members first to Investor and then to PruRose Riverwalk based on a 7.75 percent operating return on each members' capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. |
Investments In Unconsolidated Joint Ventures (Overlook Ridge JV, L.L.C.) (Narrative) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 15, 2013
|
Jun. 30, 2013
|
Dec. 31, 2012
|
Jun. 30, 2013
Lennar Massachusetts Properties [Member]
|
Jun. 30, 2013
LR JV-C Associates, L.L.C. [Member]
|
Jun. 30, 2013
LR JV-C Associates, L.L.C. [Member]
|
Jun. 30, 2013
LR Overlook Phase III, L.L.C. [Member]
|
Jun. 30, 2013
Overlook Ridge JV, L.L.C. [Member]
|
Oct. 23, 2012
Overlook Ridge JV, L.L.C. [Member]
|
Oct. 23, 2012
Overlook Ridge JV's Interest In LR JV-C Associates [Member]
|
Oct. 23, 2012
Overlook Ridge JV's Interest In LR Overlook Phase III [Member]
|
Oct. 23, 2012
Quarrystone I Property [Member]
Overlook Ridge JV, L.L.C. [Member]
item
sqft
|
Oct. 23, 2012
Overlook Phase III [Member]
Overlook Ridge JV, L.L.C. [Member]
|
Jun. 30, 2013
Letter of Credit [Member]
LR JV-C Associates, L.L.C. [Member]
|
Jun. 30, 2013
Senior Loans [Member]
LR JV-C Associates, L.L.C. [Member]
|
Jun. 30, 2013
Junior Loans [Member]
LR JV-C Associates, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||
Indirect residual ownership percentage | 25.00% | |||||||||||||||
Number of units | 251 | |||||||||||||||
Investment ownership percentage | 50.00% | 100.00% | 50.00% | |||||||||||||
Area of property (in square feet) | 278,721 | |||||||||||||||
Percentage of interest in venture | 50.00% | |||||||||||||||
Priority partnership loan | $ 18,800,000 | |||||||||||||||
Accrued interest payable | 28,561,000 | 27,555,000 | 13,500,000 | |||||||||||||
Amount of unrecovered capital to determine cash flow distribution | 0 | |||||||||||||||
Mortgage loans, carrying amount | 69,900,000 | 69,900,000 | 5,600,000 | 52,900,000 | 17,000,000 | |||||||||||
Mortgage loan, maturity date | March 2016 | April 2015 | ||||||||||||||
Spread over LIBOR | 1.25% | 2.50% | 2.00% | 0.90% | ||||||||||||
Borrowing capacity under the credit facility | 600,000,000 | 600,000,000 | 17,000,000 | |||||||||||||
Loan extension period | 1 year | |||||||||||||||
Extension fee | 0.25% | |||||||||||||||
Amount of debt guaranteed by company | 1,500,000 | |||||||||||||||
Management, leasing and other services fees | $ 45,000 | $ 90,000 | ||||||||||||||
Holding and distribution pattern under operating agreement | In general, the operating agreement of LR Overlook provides, among other things, for distributions of cash flow to the members in accordance with their ownership percentages, subject to the repayment of priority partnership loans. | The operating agreement of Overlook Ridge JV provides, among other things, for the distribution of distributable cash, as defined, to the members, as follows: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. |
Investments In Unconsolidated Joint Ventures (PruRose Port Imperial South 13, LLC) (Narrative) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 15, 2013
|
Jun. 30, 2013
|
Jun. 30, 2013
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
PruRose Port Imperial South 13, L.L.C. [Member]
|
Oct. 23, 2012
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
PruRose Port Imperial South 13, L.L.C. [Member]
PR II Port Imperial South 13 Investor, L.L.C. [Member]
|
Jun. 30, 2013
PruRose Port Imperial South 13, L.L.C. [Member]
Parent Company [Member]
|
Jun. 30, 2013
Port Imperial 13 [Member]
|
Oct. 23, 2012
Port Imperial 13 [Member]
item
|
Jun. 30, 2013
Port Imperial 13 [Member]
PR II Port Imperial South 13 Investor, L.L.C. [Member]
|
Jun. 30, 2013
Construction Loan [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
Construction Loan [Member]
Port Imperial 13 [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
Construction Loan Extension Number 1 [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
Construction Loan Extension Number 2 [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
Land [Member]
|
Jun. 30, 2013
Land [Member]
PR II Port Imperial South 13 Investor, L.L.C. [Member]
|
Jun. 30, 2013
Land [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
Parent Company [Member]
|
Jun. 30, 2013
1.25 [Member]
Construction Loan [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
1.40 [Member]
Construction Loan [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
Minimum [Member]
|
Jun. 30, 2013
Minimum [Member]
Construction Loan [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jun. 30, 2013
Maximum [Member]
|
Jun. 30, 2013
Maximum [Member]
Construction Loan [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
Jan. 01, 2016
Scenario, Forecast [Member]
Construction Loan [Member]
PruRose Port Imperial South 13, L.L.C. [Member]
|
|
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Percentage of interest in venture | 20.00% | 7.50% | 80.00% | |||||||||||||||||||||
Number of units | 280 | |||||||||||||||||||||||
Total project costs | $ 96,400,000 | $ 23,100,000 | ||||||||||||||||||||||
Contributed capital | 21,000,000 | 19,200,000 | 1,800,000 | |||||||||||||||||||||
Maximum borrowing capacity | 600,000,000 | 600,000,000 | 73,400,000 | 73,400,000 | ||||||||||||||||||||
Amount outstanding | 0 | |||||||||||||||||||||||
Percentage of operating return on capital | 9.00% | |||||||||||||||||||||||
Capital balance | 32,500,000 | 1,800,000 | ||||||||||||||||||||||
Accumulated unpaid operating return | 1,800,000 | 100,000 | ||||||||||||||||||||||
Percent of distributions paid to third party after threshold reached | 20.00% | |||||||||||||||||||||||
Threshold of internal rate of return for distributions to third party | 8.00% | |||||||||||||||||||||||
Spread over LIBOR | 1.25% | 2.15% | ||||||||||||||||||||||
Loan maturity date | Jun. 01, 2016 | |||||||||||||||||||||||
Loan extension period | 1 year | 6 months | ||||||||||||||||||||||
Extension fee | 0.25% | 0.25% | ||||||||||||||||||||||
Amount of debt guaranteed by company | 11,000,000 | |||||||||||||||||||||||
Amount of debt guaranteed by the company after debt service coverage ratio threshold reached | 7,400,000 | 0 | ||||||||||||||||||||||
Threshold of payment guarantee reduction, debt service coverage ratio | 1.25 | |||||||||||||||||||||||
Threshold of payment guarantee termination, debt service coverage ratio | 1.40 | |||||||||||||||||||||||
Percentage of loan that has a fixed interest rate | 95.00% | |||||||||||||||||||||||
Interest rate | 2.79% | |||||||||||||||||||||||
Development management and other services fees | $ 283,000 | $ 325,000 | ||||||||||||||||||||||
Holding and distribution pattern under operating agreement | In general, the operating agreement of PruRose 13 provides that operating cash flows are distributed to members first to Prudential 13 and then to the Company based on a nine percent operating return on each members' capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. |
Commitments And Contingencies (Narrative) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 16 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
Harborside Residential Project [Member]
property
|
Mar. 31, 2013
Harborside Residential Project [Member]
|
Jun. 30, 2013
Harborside Residential Project [Member]
Parent Company [Member]
|
Jun. 30, 2013
Wegmans Food Markets, Inc. [Member]
|
Mar. 31, 2013
Wegmans Food Markets, Inc. [Member]
|
Jul. 31, 2012
Wegmans Food Markets, Inc. [Member]
sqft
|
Jun. 30, 2013
Minimum [Member]
|
Jun. 30, 2013
Maximum [Member]
|
Jun. 30, 2013
Harborside Financial Center Plaza 4-A [Member]
|
Jun. 30, 2012
Harborside Financial Center Plaza 4-A [Member]
|
Jun. 30, 2013
Harborside Financial Center Plaza 4-A [Member]
|
Jun. 30, 2012
Harborside Financial Center Plaza 4-A [Member]
|
Jun. 30, 2013
Harborside Financial Center Plaza 5 [Member]
|
Jun. 30, 2012
Harborside Financial Center Plaza 5 [Member]
|
Jun. 30, 2013
Harborside Financial Center Plaza 5 [Member]
|
Jun. 30, 2012
Harborside Financial Center Plaza 5 [Member]
|
Jun. 30, 2013
Property Lock-Ups [Member]
property
|
Jun. 30, 2013
Property Lock-Ups Expired [Member]
property
|
Jun. 30, 2013
Port Imperial 4/5 Garage Development [Member]
|
Jun. 30, 2013
Weehawken, New Jersey [Member]
item
|
Jun. 30, 2013
Weehawken, New Jersey [Member]
Land [Member]
|
Apr. 30, 2013
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Roseland Assets [Member]
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Completion Of Certain Developments [Member]
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Start Of Construction On Certain Developments [Member]
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Obtaining Of Tax Credits/Grants [Member]
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Total Return To Shareholders [Member]
Roseland Partners, L.L.C. [Member]
|
Jun. 30, 2013
Failure To Achieve Certain Level Of Fee Revenue [Member]
Roseland Partners, L.L.C. [Member]
|
|
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Project period | 20 years | 20 years | 5 years | ||||||||||||||||||||||||||||||
Percentage of PILOT on project costs | 2.00% | 2.00% | |||||||||||||||||||||||||||||||
Total project costs | $ 15,700,000 | $ 49,500,000 | $ 170,900,000 | ||||||||||||||||||||||||||||||
Payments in lieu of property taxes (PILOT) | 247,000 | 247,000 | 495,000 | 495,000 | 854,000 | 854,000 | 1,700,000 | 1,700,000 | |||||||||||||||||||||||||
Period of real estate taxes phase in | 5 years | ||||||||||||||||||||||||||||||||
Ground lease expense incurred | 102,000 | 102,000 | 203,000 | 203,000 | |||||||||||||||||||||||||||||
Fair value of contingent consideration | 10,000,000 | 6,300,000 | 3,700,000 | ||||||||||||||||||||||||||||||
Business acquisition, contingent cash payment | 15,600,000 | 8,600,000 | 2,800,000 | 2,800,000 | 3,000,000 | 7,000,000 | 2,000,000 | ||||||||||||||||||||||||||
Business acquisition, earn out period | 3 years | 3 years | |||||||||||||||||||||||||||||||
Purchase accounting adjustments | 0 | ||||||||||||||||||||||||||||||||
Benefit related to change in fair value of Earn Out liability | 1,000,000 | ||||||||||||||||||||||||||||||||
Earn out paid | 2,755,000 | ||||||||||||||||||||||||||||||||
Contingent purchase price measurement period | 33 months | ||||||||||||||||||||||||||||||||
Amount of cash deposited to escrow | 34,000,000 | ||||||||||||||||||||||||||||||||
Amount of escrow released | 6,700,000 | ||||||||||||||||||||||||||||||||
Discount on contingently returnable consideration | 0 | ||||||||||||||||||||||||||||||||
Number of properties | 7 | 123 | |||||||||||||||||||||||||||||||
Properties aggregate net book value | 125,700,000 | 1,600,000,000 | |||||||||||||||||||||||||||||||
Expiration year | 2016 | ||||||||||||||||||||||||||||||||
Delivery date to tenant | first quarter of 2016 | second quarter of 2014 | third quarter 2013 | ||||||||||||||||||||||||||||||
Total estimated costs of the project | 252,000,000 | ||||||||||||||||||||||||||||||||
Costs of the project incurred | 8,700,000 | 2,800,000 | |||||||||||||||||||||||||||||||
Number of apartments | 763 | ||||||||||||||||||||||||||||||||
Percentage of interest in venture | 85.00% | 7.50% | 80.00% | ||||||||||||||||||||||||||||||
Ownership percentage of third party venture | 15.00% | ||||||||||||||||||||||||||||||||
Capital credit receivable per square foot | 30 | ||||||||||||||||||||||||||||||||
Aggregate capital credits | 20,300,000 | ||||||||||||||||||||||||||||||||
Amount to fund | 47,000,000 | ||||||||||||||||||||||||||||||||
Area of property (in square feet) | 140,000 | ||||||||||||||||||||||||||||||||
Obligations following cancelation of project | 0 | ||||||||||||||||||||||||||||||||
Number of stories | 5 | ||||||||||||||||||||||||||||||||
Number of parking spaces | 850 | ||||||||||||||||||||||||||||||||
Carrying value of project land | $ 71,100,000 | $ 13,100,000 | |||||||||||||||||||||||||||||||
Holding and distribution pattern under operating agreement | Pursuant to the Development Agreement, the Company and Ironstate shall co-develop the Harborside Residential Project with Ironstate responsible for obtaining all required development permits and approvals. Major decisions with respect to the Harborside Residential Project will require the consent of the Company and Ironstate. The Company and Ironstate will have 85 and 15 percent interests, respectively, in the Harborside Residential Project. The Company will receive capital credit of $30 per approved developable square foot for its land, aggregating to approximately $20.3 million at June 30, 2013. In addition to the capital credit it will receive for its land contribution, the Company currently expects that it will fund approximately $47 million of the development costs of the project. |
Commitments And Contingencies (Future Minimum Rental Payments Of Ground Leases) (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
---|---|
Commitments And Contingencies [Abstract] | |
July 1 through December 31, 2013 | $ 175 |
2014 | 367 |
2015 | 371 |
2016 | 371 |
2017 | 267 |
2018 through 2084 | 16,051 |
Total | $ 17,602 |
Mack-Cali Realty Corporation Stockholders' Equity (Share Repurchase Program And Dividend Reinvestment And Stock Purchase Plan) (Narrative) (Details) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Stock Option Activity [Line Items] | |
Maximum percentage of outstanding share owned by REIT | 50.00% |
Date share repurchase program was initiated | September 2012 |
Capacity of share repurchase program | $ 150,000,000 |
Shares purchased and retired | 394,625 |
Aggregate cost of stock repurchased | 11,000,000 |
Capacity available for additional repurchase of outstanding common stock | 139,000,000 |
Dividend Reinvestment And Stock Purchase Plan [Member]
|
|
Stock Option Activity [Line Items] | |
Common stock reserved for future issuance | 5,500,000 |
Monthly cash investment without restriction, maximum | $ 5,000 |
Significant Accounting Policies (Tables)
|
6 Months Ended | ||||||||||
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Jun. 30, 2013
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Significant Accounting Policies [Abstract] | |||||||||||
Estimated Useful Lives Of Assets |
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Consolidated Statements Of Cash Flows (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 39,273,000 | $ 40,678,000 |
Adjustments to reconcile net income to net cash provided by Operating activities: | ||
Depreciation and amortization, including related intangible assets | 94,418,000 | 92,447,000 |
Depreciation and amortization on discontinued operations | 974,000 | 3,716,000 |
Amortization of stock compensation | 1,687,000 | 1,635,000 |
Amortization of deferred financing costs and debt discount | 1,582,000 | 1,272,000 |
Write off of unamortized discount on senior unsecured notes | 0 | 370,000 |
Equity in loss (earnings) of unconsolidated joint venture, net | 1,830,000 | (2,333,000) |
Distributions of cumulative earnings from unconsolidated joint ventures | 4,712,000 | 1,494,000 |
Realized (gains) and unrealized losses on disposition of rental property, net | (37,609,000) | (2,378,000) |
Impairments | 23,851,000 | |
Changes in operating assets and liabilities: | ||
Increase in unbilled rents receivable, net | (8,216,000) | (1,610,000) |
Increase in deferred charges, goodwill and other assets | (16,859,000) | (7,322,000) |
Decrease (increase) in accounts receivable, net | 1,171,000 | (1,829,000) |
Increase in accounts payable, accrued expenses and other liabilities | 3,120,000 | 10,229,000 |
(Decrease) increase in rents received in advance and security deposits | (6,758,000) | 201,000 |
Increase (decrease) in accrued interest payable | 1,007,000 | (6,000) |
Net cash provided by operating activities | 104,183,000 | 136,564,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Rental property acquisitions and related intangibles | (149,200,000) | |
Rental property additions and improvements | (39,688,000) | (33,348,000) |
Development of rental property | (12,204,000) | (8,352,000) |
Proceeds from the sale of rental property | 161,727,000 | |
Repayment of notes receivable | 83,000 | |
Investment in unconsolidated joint ventures | (31,500,000) | (32,475,000) |
Distributions in excess of cumulative earnings from unconsolidated joint ventures | 20,354,000 | 988,000 |
Payment of contingent consideration | (2,755,000) | |
Increase in restricted cash | (300,000) | (195,000) |
Net cash used in investing activities | (53,483,000) | (73,382,000) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Borrowings from revolving credit facility | 289,000,000 | 302,526,000 |
Repayment of revolving credit facility | (289,000,000) | (348,026,000) |
Proceeds from senior unsecured notes | 268,928,000 | 299,403,000 |
Repayment of senior unsecured notes | (100,000,000) | (221,019,000) |
Proceeds from mortgages and loans payable | 1,798,000 | |
Repayment of mortgages, loans payable and other obligations | (9,420,000) | (4,674,000) |
Payment of financing costs | (2,643,000) | (2,635,000) |
Payment of dividends and distributions | (89,669,000) | (89,950,000) |
Net cash provided by (used in) financing activities | 68,994,000 | (64,375,000) |
Net increase (decrease) in cash and cash equivalents | 119,694,000 | (1,193,000) |
Cash and cash equivalents, beginning of period | 58,245,000 | 20,496,000 |
Cash and cash equivalents, end of period | $ 177,939,000 | $ 19,303,000 |
Noncontrolling Interests In Subsidiaries (Narrative) (Details) (USD $)
In Millions, except Share data, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
|
Noncontrolling Interest [Line Items] | ||
Number of common shares received upon redemption of common units | 1 | |
Rebalance of ownership percentage | $ 0.6 | |
Percentage of noncontrolling interest | 12.00% | 12.20% |
Participation Rights [Member]
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Noncontrolling Interest [Line Items] | ||
Excess net cash flow remaining after the distribution to the Company | 50.00% | |
Internal rate of return | 10.00% | |
Office Buildings [Member] | Participation Rights [Member]
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Noncontrolling Interest [Line Items] | ||
Number of properties | 3 |
Significant Accounting Policies
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6 Months Ended | ||||||||||
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Jun. 30, 2013
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Significant Accounting Policies [Abstract] | |||||||||||
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES
Rental 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.
The Company considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, primarily based on a percentage of the relative square footage of each portion, and capitalizes only those costs associated with the portion under construction.
Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their fair values. The Company records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
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 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.
Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental properties held for use may be impaired. In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management include reviewing low leased percentages, significant near-term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near-term mortgage debt maturities or other factors that might impact the Company’s intent and ability to hold the property. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions. These assumptions are generally based on management’s experience in its local real estate markets and the effects of current market conditions. The assumptions are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved, and actual losses or impairments may be realized in the future.
As of June 30, 2013 and December 31, 2012, the Company’s consolidated real estate joint ventures in which the Company is deemed to be the primary beneficiary have total real estate assets of $198.1 million and $198.3 million, respectively, mortgages of $78.9 million and $77.1 million, respectively, and other liabilities of $15.7 million and $16.5 million, respectively. These consolidated ventures were acquired as part of the Roseland Transaction (as defined in Note 13: Commitments and Contingencies).
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.
If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.
Investments in Unconsolidated 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.
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. The Company’s estimates of value for each investment (particularly in commercial real estate joint ventures) are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the values estimated by management in its impairment analyses may not be realized, and actual losses or impairment may be realized in the future. See Note 4: Investments in Unconsolidated Joint Ventures.
Cash and Cash Equivalents All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.
Deferred 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.
Deferred 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.
Derivative 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.
Revenue 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.
Allowance for 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.
Income and 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.
Pursuant to the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes, the Company recognized no material adjustments regarding its tax accounting treatment. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which is included in general and administrative expense.
In the normal course of business, the Company or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable. As of June 30, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are generally from the year 2008 forward.
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 Distributions 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.
The dividends and distributions payable at December 31, 2012 represents dividends payable to common shareholders (87,537,250 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (12,141,836 common units) for all such holders of record as of January 4, 2013 with respect to the fourth quarter 2012. The fourth quarter 2012 common stock dividends and common unit distributions of $0.45 per common share and unit were approved by the Board of Directors on December 3, 2012. The common stock dividends and common unit distributions payable were paid on January 11, 2013.
Costs Incurred 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.
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Deferred Charges, Goodwill And Other Assets
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Jun. 30, 2013
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Deferred Charges, Goodwill And Other Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Charges, Goodwill And Other Assets | 5. DEFERRED CHARGES, GOODWILL AND OTHER ASSETS
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Investments In Unconsolidated Joint Ventures (ELMAJO Urban Renewal Associates, L.L.C./Estuary Urban Renewal Unit B, LLC) (Narrative) (Details) (USD $)
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6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||
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Jul. 15, 2013
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Jun. 30, 2013
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Jun. 30, 2013
Elmajo Urban Renewal Associates, L.L.C. [Member]
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Oct. 23, 2012
Elmajo Urban Renewal Associates, L.L.C. [Member]
property
item
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Jun. 30, 2013
Elmajo Urban Renewal Associates, LLC And Estuary Urban Renewal Associates, LLC [Member]
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Jun. 30, 2013
Elmajo Urban Renewal Associates, LLC And Estuary Urban Renewal Associates, LLC [Member]
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Jun. 30, 2013
Elmajo Urban Renewal Associates, LLC And Estuary Urban Renewal Associates, LLC [Member]
ELMAJO Management, Inc. And Estuary Urban Renewal Unit B, LLC [Member]
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Oct. 23, 2012
Lincoln Harbor Project, Building A [Member]
Elmajo Urban Renewal Associates, L.L.C. [Member]
item
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Oct. 23, 2012
Lincoln Harbor Project, Building C [Member]
Elmajo Urban Renewal Associates, L.L.C. [Member]
item
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Jan. 31, 2013
Lincoln Harbor Project, Building B [Member]
item
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Jun. 30, 2013
Lincoln Harbor Project [Member]
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Jun. 30, 2013
Lincoln Harbor Project [Member]
Elmajo Urban Renewal Associates, L.L.C. [Member]
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Jun. 30, 2013
Construction Loan [Member]
Lincoln Harbor Project Buildings A And C [Member]
ELMAJO Management, Inc. [Member]
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Schedule of Equity Method Investments [Line Items] | |||||||||||||
Residual ownership interest | 7.50% | ||||||||||||
Number of properties | 3 | ||||||||||||
Number of units | 582 | 181 | 174 | 227 | |||||||||
Total project costs | $ 218,300,000 | ||||||||||||
Percentage return on unrecovered capital | 8.50% | ||||||||||||
Capital balance | 68,600,000 | ||||||||||||
Accumulated unpaid operating return | 11,800,000 | ||||||||||||
Maximum borrowing capacity | 600,000,000 | 600,000,000 | 95,000,000 | ||||||||||
Amount outstanding | 26,400,000 | ||||||||||||
Spread over LIBOR | 1.25% | 2.10% | |||||||||||
Loan maturity date | Jun. 01, 2016 | ||||||||||||
Loan extension period | 1 year | ||||||||||||
Extension fee | 0.25% | ||||||||||||
Development management and other services fees | 240,000 | 480,000 | |||||||||||
Funding requirements | $ 0 | ||||||||||||
Holding and distribution pattern under operating agreement | The operating agreements of ELMAJO Urban Renewal Associates, LLC ("ELMAJO UR"), the entity which owns the Lincoln Harbor Project, Building A and C, and Estuary UR, the entity that owns the Lincoln Harbor Project Building B, provides, among other things, for the distribution of net distributable cash to the members, as follows: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; andSecond, to the members in accordance with their ownership percentages. |
Real Estate Transactions
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Jun. 30, 2013
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Real Estate Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Transactions | 3. REAL ESTATE TRANSACTIONS
Acquisitions On January 18, 2013, the Company acquired Alterra at Overlook Ridge 1A (“Alterra 1A”), a 310-unit multi-family rental property located in Revere, Massachusetts, for approximately $61.3 million in cash, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.
On April 4, 2013, the Company acquired Alterra at Overlook Ridge IB (“Alterra 1B”), a 412-unit multi-family property in Revere, Massachusetts, for approximately $88 million in cash, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.
The purchase prices were allocated to the net assets acquired during the six months ended June 30, 2013 as follows (in thousands):
(1) In-place lease values and below market lease values will be amortized over one year or less.
For the six months ended June 30, 2013, included in general and administrative expense was an aggregate of approximately $214,000 in transaction costs related to the property acquisitions.
Properties Commencing Initial Operations The following property commenced initial operations during the six months ended June 30, 2013 (dollars in thousands, except per square foot):
Property Sales The Company sold the following office properties during the six months ended June 30, 2013 (dollars in thousands):
On July 10, 2013, the Company sold its 132,010 square foot office property located at 106 Allen Road in Bernards, New Jersey for approximately $18.0 million.
In July 2013, the Company entered into a contract to sell its 1.66 million square foot Pennsylvania office portfolio and several developable land parcels for approximately $233 million: $201 million in cash, a $10 million mortgage on one of the properties and subordinated equity interests in each of the properties being sold with capital accounts aggregating $22 million. The purchasers of the Pennsylvania office portfolio will be joint ventures to be formed between the Company and affiliates of the Keystone Property Group (the “Keystone Affiliates”). The mortgage loan will have a term of two years with a one year extension option and bears interest at LIBOR plus six percent. The Company's equity interests in the joint ventures will be subordinated to Keystone Affiliates receiving a 15 percent internal rate of return (“IRR”) after which the Company will receive a ten percent IRR on its subordinated equity and then all profit will be split equally.
As part of the transaction, the Company will have rights to own, after zoning-approval-subdivision, land at the 150 Monument Road Property located in Bala Cynwyd, Pennsylvania, for a contemplated multi-family residential development (the “Bala Rights”). If the Keystone Affiliates are unable to secure a mortgage loan prior to closing which will provide for the non-encumbrance of the Bala Rights, then the Company has agreed to provide a $16.5 million mortgage loan, to be secured by the 150 Monument Property and having a two year term with an interest rate of LIBOR plus six percent, in lieu of the corresponding amount of the cash portion of the purchase price. The loan may be extended for one year at the option of the Company.
In addition, the Company anticipates that, in exchange for agreeing to provide a non-recourse, carve-out guaranty on an existing approximate $50 million mortgage loan secured by unrelated properties owned by the Keystone Affiliates, the Company will obtain a majority interest in a contemplated multi-family residential development site located at One Presidential Boulevard in Bala Cynwyd, Pennsylvania.
The transaction is subject to the buyer’s completion of due diligence by August 19, 2013 which date may be extended under certain conditions. The agreement provides for the sale to close after the completion of due diligence, subject to normal and customary closing conditions.
At June 30, 2013, as a result of management’s current intentions regarding their potential disposition, the Company estimated that the carrying value of the Company’s five office properties located in Blue Bell, Pennsylvania, Lower Providence, Pennsylvania and Plymouth Meeting, Pennsylvania, aggregating 462,378 square feet, may not be recoverable over their anticipated holding periods. In order to reduce the carrying value of the five properties to their estimated fair market values (categorized on a level 3 basis as provided by ASC 820, Fair Value Measurements and Disclosures), the Company recorded impairment charges of $23.9 million at June 30, 2013.
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Significant Accounting Policies (Estimated Useful Lives Of Assets) (Details)
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6 Months Ended |
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Jun. 30, 2013
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Minimum [Member] | Buildings And Improvements [Member]
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Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Minimum [Member] | Furniture, Fixtures And Equipment [Member]
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Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Maximum [Member] | Buildings And Improvements [Member]
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Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 40 years |
Maximum [Member] | Furniture, Fixtures And Equipment [Member]
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Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Deferred Charges, Goodwill And Other Assets (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Deferred Charges, Goodwill And Other Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Deferred Charges, Goodwill And Other Assets |
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Unsecured Revolving Credit Facility (Tables)
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6 Months Ended | ||||||||||||||||||||||||
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Jun. 30, 2013
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||
Change In The Operating Partnership's Unsecured Debt Ratings |
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Investments In Unconsolidated Joint Ventures (RoseGarden Marbella South, L.L.C.) (Narrative) (Details) (USD $)
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3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||
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Jul. 15, 2013
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Jun. 30, 2013
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Jun. 30, 2013
PruRose Marbella II, L.L.C. [Member]
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Jun. 30, 2013
PruRose Marbella II, L.L.C. [Member]
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Jun. 30, 2013
RoseGarden Marbella South, L.L.C. [Member]
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Oct. 23, 2012
RoseGarden Marbella South, L.L.C. [Member]
item
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Jun. 30, 2013
RoseGarden Marbella South, L.L.C. [Member]
PruRose Marbella II, L.L.C. [Member]
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Oct. 23, 2012
RoseGarden Marbella South's Interest In PruRose Marbella II [Member]
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Jun. 30, 2013
Marbella II Project [Member]
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Jun. 30, 2013
Marbella II Project [Member]
PRISA III Investments LLC [Member]
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Jun. 30, 2013
Marbella II Project [Member]
Parent Company [Member]
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Jun. 30, 2013
Construction Loan [Member]
Marbella II Project [Member]
RoseGarden Marbella South, L.L.C. [Member]
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Schedule of Equity Method Investments [Line Items] | ||||||||||||
Indirect residual ownership percentage | 24.27% | |||||||||||
Number of units | 311 | |||||||||||
Percentage of interest in venture | 48.5325% | |||||||||||
Investment ownership percentage | 50.00% | |||||||||||
Total project costs | $ 132,100,000 | $ 41,400,000 | $ 13,300,000 | |||||||||
Estimated project costs to be funded by member capital | 54,700,000 | |||||||||||
Maximum borrowing capacity | 600,000,000 | 600,000,000 | 77,400,000 | |||||||||
Percentage of operating return on capital | 9.00% | |||||||||||
Capital balance | 700,000 | 3,200,000 | ||||||||||
Accumulated unpaid operating return | 4,000 | 300,000 | ||||||||||
Development management and other services fees | $ 3,000 | $ 18,000 | ||||||||||
Holding and distribution pattern under operating agreement | In general, the operating agreement of PruRose/Marbella II provides that operating cash flows are distributed to members pro-rata based on a nine percent operating return on each members' capital balance in priorities as detailed in the operating agreement. Excess operating cash flows are distributed to the members in accordance with their ownership percentages. |
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Stock Option Plans) (Details) (USD $)
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6 Months Ended |
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Jun. 30, 2013
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Mack-Cali Realty Corporation Stockholders' Equity [Abstract] | |
Shares Under Options - Outstanding, beginning balance | 183,870 |
Shares Under Options - Lapsed or Cancelled | (168,870) |
Shares Under Options - Outstanding, ending balance | 15,000 |
Shares Under Options - Options exercisable | 15,000 |
Shares Under Options - Available for grant | 4,600,000 |
Weighted Average Exercise Price - Outstanding, beginning balance | $ 29.51 |
Weighted Average Exercise Price - Lapsed or Cancelled | $ 28.53 |
Weighted Average Exercise Price - Outstanding, ending balance | $ 40.54 |
Outstanding stock option price range, lower range | $ 35.59 |
Outstanding stock option price range, upper range | $ 45.47 |
Noncontrolling Interests In Subsidiaries (Tables)
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6 Months Ended | ||||||||||||||
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Jun. 30, 2013
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Noncontrolling Interests In Subsidiaries [Abstract] | |||||||||||||||
Changes In Noncontrolling Interests Of Subsidiaries |
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Investments In Unconsolidated Joint Ventures (Roseland/Port Imperial Partners, L.P.) (Narrative) (Details) (USD $)
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6 Months Ended | |
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Jun. 30, 2013
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Oct. 23, 2012
item
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Prudential [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Third party ownership percentage | 79.00% | |
Capital balance | $ 14,800,000 | |
Prudential-Port Imperial, L.L.C. [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Third party ownership percentage | 1.00% | |
Roseland/Port Imperial Partners, L.P. [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Residual ownership interest | 20.00% | |
Number of units | 363 | |
Percentage of operating return on capital | 10.00% | |
Percentage of return on additional capital contribution | 10.00% | |
Holding and distribution pattern under operating agreement | The operating agreement of Roseland/PI provides, among other things, for the distribution of net cash flow to the members, as follows: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; andto the partners in accordance with their percentage interests. | |
Roseland/Port Imperial Partners, L.P. [Member] | Prudential And Prudential-Port Imperial, L.L.C. [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Capital balance | 394,000 | |
Roseland/Port Imperial Partners, L.P. [Member] | Parent Company [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Capital balance | 98,000 | |
Roseland/Port Imperial Partners, L.P. [Member] | Land [Member] | Prudential And Prudential-Port Imperial, L.L.C. [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Capital balance | 58,100,000 | |
Roseland/Port Imperial Partners, L.P. [Member] | Land [Member] | Parent Company [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Capital balance | 5,100,000 | |
Parcel C [Member] | Roseland/Port Imperial Partners, L.P. [Member] | Prudential And Prudential-Port Imperial, L.L.C. [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Accumulated unpaid operating return | 3,300,000 | |
Capital balance | 18,200,000 | |
Parcel C [Member] | Roseland/Port Imperial Partners, L.P. [Member] | Parent Company [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Capital balance | $ 8,000 |
Tenant Leases (Details) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended |
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Jun. 30, 2013
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Property Subject to or Available for Operating Lease [Line Items] | |
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 |
Tenant Leases [Member]
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Property Subject to or Available for Operating Lease [Line Items] | |
Operating leases with various expiration dates through year | Mar. 31, 2033 |
Investments In Unconsolidated Joint Ventures (Boston-Downtown Crossing) (Narrative) (Details) (USD $)
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0 Months Ended | 6 Months Ended |
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Apr. 23, 2013
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Jun. 30, 2013
sqft
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Schedule of Equity Method Investments [Line Items] | ||
Gain on sale of property | $ 37,609,000 | |
Boston Downtown Crossing [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Area of property (in square feet) | 1,200,000 | |
Percentage of interest in venture | 15.00% | |
Venture sale of real estate | 45,000,000 | |
Share of gain on sale of real estate | 13,500,000 | |
Gain on sale of property | $ 754,000 | |
Minimum [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Percentage of interest in venture | 7.50% | |
Maximum [Member]
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Schedule of Equity Method Investments [Line Items] | ||
Percentage of interest in venture | 80.00% |