For the quarterly period ended June 30, 2012
|
For the transition period from
|
to
|
Commission File Number:
|
1-13274
|
Mack-Cali Realty Corporation
|
||
(Exact name of registrant as specified in its charter)
|
Maryland
|
22-3305147
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
343 Thornall Street, Edison, New Jersey
|
08837-2206
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(732) 590-1000
|
||
(Registrant’s telephone number, including area code)
|
Not Applicable
|
(Former name, former address and former fiscal year, if changed since last report)
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days. YES X NO ___
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No ___
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES___ NO X
|
As of July 23, 2012, there were 87,820,802 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, 2012
and December 31, 2011
|
4
|
||
Consolidated Statements of Operations for the three and six months
ended June 30, 2012 and 2011
|
5
|
||
Consolidated Statement of Changes in Equity for the six months
ended June 30, 2012
|
6
|
||
Consolidated Statements of Cash Flows for the six months
ended June 30, 2012 and 2011
|
7
|
||
Notes to Consolidated Financial Statements
|
8-33
|
||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
34-53
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
53
|
|
Item 4.
|
Controls and Procedures
|
54
|
|
Part II
|
Other Information
|
||
Item 1.
|
Legal Proceedings
|
55
|
|
Item 1A.
|
Risk Factors
|
55
|
|
Item 2.
|
Unregistered Sales of Equity Securities Proceeds and Use of
|
55
|
|
Item 3.
|
Defaults Upon Senior Securities
|
55
|
|
Item 4.
|
Mine Safety Disclosure
|
55
|
|
Item 5.
|
Other Information
|
55
|
|
Item 6.
|
Exhibits
|
55
|
|
Signatures
|
56
|
||
Exhibit Index
|
57-72
|
June 30,
|
December 31,
|
||||
ASSETS
|
2012
|
2011
|
|||
Rental property
|
|||||
Land and leasehold interests
|
$
|
765,646
|
$
|
773,026
|
|
Buildings and improvements
|
3,977,332
|
4,001,943
|
|||
Tenant improvements
|
466,711
|
500,336
|
|||
Furniture, fixtures and equipment
|
3,106
|
4,465
|
|||
5,212,795
|
5,279,770
|
||||
Less – accumulated depreciation and amortization
|
(1,416,190)
|
(1,409,163)
|
|||
3,796,605
|
3,870,607
|
||||
Rental property held for sale, net
|
22,404
|
-
|
|||
Net investment in rental property
|
3,819,009
|
3,870,607
|
|||
Cash and cash equivalents
|
19,303
|
20,496
|
|||
Investments in unconsolidated joint ventures
|
64,359
|
32,015
|
|||
Unbilled rents receivable, net
|
135,856
|
134,301
|
|||
Deferred charges and other assets, net
|
201,919
|
210,470
|
|||
Restricted cash
|
20,818
|
20,716
|
|||
Accounts receivable, net of allowance for doubtful accounts
|
|||||
of $2,975 and $2,697
|
8,943
|
7,154
|
|||
Total assets
|
$
|
4,270,207
|
$
|
4,295,759
|
|
LIABILITIES AND EQUITY
|
|||||
Senior unsecured notes
|
$
|
1,198,294
|
$
|
1,119,267
|
|
Revolving credit facility
|
10,000
|
55,500
|
|||
Mortgages, loans payable and other obligations
|
721,302
|
739,448
|
|||
Dividends and distributions payable
|
44,999
|
44,999
|
|||
Accounts payable, accrued expenses and other liabilities
|
109,220
|
100,480
|
|||
Rents received in advance and security deposits
|
53,220
|
53,019
|
|||
Accrued interest payable
|
26,895
|
29,046
|
|||
Total liabilities
|
2,163,930
|
2,141,759
|
|||
Commitments and contingencies
|
|||||
Equity:
|
|||||
Mack-Cali Realty Corporation stockholders’ equity:
|
|||||
Common stock, $0.01 par value, 190,000,000 shares authorized,
|
|||||
87,819,278 and 87,799,479 shares outstanding
|
878
|
878
|
|||
Additional paid-in capital
|
2,538,042
|
2,536,184
|
|||
Dividends in excess of net earnings
|
(690,664)
|
(647,498)
|
|||
Total Mack-Cali Realty Corporation stockholders’ equity
|
1,848,256
|
1,889,564
|
|||
Noncontrolling interests in subsidiaries:
|
|||||
Operating Partnership
|
256,281
|
262,499
|
|||
Consolidated joint ventures
|
1,740
|
1,937
|
|||
Total noncontrolling interests in subsidiaries
|
258,021
|
264,436
|
|||
Total equity
|
2,106,277
|
2,154,000
|
|||
Total liabilities and equity
|
$
|
4,270,207
|
$
|
4,295,759
|
Three Months Ended
|
Six Months Ended
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
REVENUES
|
2012
|
2011
|
2012
|
2011
|
||||||||
Base rents
|
$
|
148,618
|
$
|
147,992
|
$
|
297,285
|
$
|
295,703
|
||||
Escalations and recoveries from tenants
|
20,787
|
23,748
|
40,937
|
50,928
|
||||||||
Construction services
|
4,603
|
2,826
|
8,066
|
6,625
|
||||||||
Real estate services
|
1,113
|
1,152
|
2,321
|
2,384
|
||||||||
Other income
|
3,341
|
3,450
|
12,833
|
7,741
|
||||||||
Total revenues
|
178,462
|
179,168
|
361,442
|
363,381
|
||||||||
EXPENSES
|
||||||||||||
Real estate taxes
|
24,900
|
24,133
|
47,803
|
48,928
|
||||||||
Utilities
|
14,444
|
16,657
|
30,546
|
36,399
|
||||||||
Operating services
|
27,845
|
28,267
|
54,449
|
58,613
|
||||||||
Direct construction costs
|
4,337
|
2,784
|
7,615
|
6,366
|
||||||||
General and administrative
|
11,898
|
9,209
|
22,705
|
17,832
|
||||||||
Depreciation and amortization
|
47,991
|
47,846
|
95,813
|
95,553
|
||||||||
Total expenses
|
131,415
|
128,896
|
258,931
|
263,691
|
||||||||
Operating income
|
47,047
|
50,272
|
102,511
|
99,690
|
||||||||
OTHER (EXPENSE) INCOME
|
||||||||||||
Interest expense
|
(31,645)
|
(30,916)
|
(62,274)
|
(61,808)
|
||||||||
Interest and other investment income
|
7
|
10
|
20
|
20
|
||||||||
Equity in earnings (loss) of unconsolidated joint ventures
|
1,733
|
736
|
2,333
|
635
|
||||||||
Loss from early extinguishment of debt
|
(4,415)
|
-
|
(4,415)
|
-
|
||||||||
Total other (expense) income
|
(34,320)
|
(30,170)
|
(64,336)
|
(61,153)
|
||||||||
Income from continuing operations
|
12,727
|
20,102
|
38,175
|
38,537
|
||||||||
Discontinued operations:
|
||||||||||||
Income (loss) from discontinued operations
|
318
|
189
|
125
|
329
|
||||||||
Realized gains (losses) and unrealized losses
|
||||||||||||
on disposition of rental property, net
|
(1,634)
|
-
|
2,378
|
-
|
||||||||
Total discontinued operations, net
|
(1,316)
|
189
|
2,503
|
329
|
||||||||
Net income
|
11,411
|
20,291
|
40,678
|
38,866
|
||||||||
Noncontrolling interest in consolidated joint ventures
|
92
|
102
|
171
|
212
|
||||||||
Noncontrolling interest in Operating Partnership
|
(1,562)
|
(2,536)
|
(4,675)
|
(4,973)
|
||||||||
Noncontrolling interest in discontinued operations
|
160
|
(24)
|
(306)
|
(43)
|
||||||||
Preferred stock dividends
|
-
|
(500)
|
-
|
(1,000)
|
||||||||
Net income available to common shareholders
|
$
|
10,101
|
$
|
17,333
|
$
|
35,868
|
$
|
33,062
|
||||
Basic earnings per common share:
|
||||||||||||
Income from continuing operations
|
$
|
0.12
|
$
|
0.20
|
$
|
0.38
|
$
|
0.39
|
||||
Discontinued operations
|
(0.01)
|
-
|
0.03
|
-
|
||||||||
Net income available to common shareholders
|
$
|
0.11
|
$
|
0.20
|
$
|
0.41
|
$
|
0.39
|
||||
Diluted earnings per common share:
|
||||||||||||
Income from continuing operations
|
$
|
0.12
|
$
|
0.20
|
$
|
0.38
|
$
|
0.39
|
||||
Discontinued operations
|
(0.01)
|
-
|
0.03
|
-
|
||||||||
Net income available to common shareholders
|
$
|
0.11
|
$
|
0.20
|
$
|
0.41
|
$
|
0.39
|
||||
Basic weighted average shares outstanding
|
87,817
|
86,936
|
87,808
|
84,953
|
||||||||
Diluted weighted average shares outstanding
|
100,069
|
99,887
|
100,065
|
97,963
|
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, 2012
|
87,800
|
$
|
878
|
$
|
2,536,184
|
$
|
(647,498)
|
$
|
264,436
|
$
|
2,154,000
|
|||||
Net income
|
-
|
-
|
-
|
35,868
|
4,810
|
40,678
|
||||||||||
Common stock dividends
|
-
|
-
|
-
|
(79,034)
|
-
|
(79,034)
|
||||||||||
Common unit distributions
|
-
|
-
|
-
|
-
|
(10,964)
|
(10,964)
|
||||||||||
Decrease in noncontrolling interest
|
-
|
-
|
-
|
-
|
(26)
|
(26)
|
||||||||||
Redemption of common units
|
||||||||||||||||
for common stock
|
20
|
-
|
429
|
-
|
(429)
|
-
|
||||||||||
Shares issued under Dividend
|
||||||||||||||||
Reinvestment and Stock
|
||||||||||||||||
Purchase Plan
|
4
|
-
|
114
|
-
|
-
|
114
|
||||||||||
Cancellation of shares
|
(5)
|
-
|
(126)
|
-
|
-
|
(126)
|
||||||||||
Stock compensation
|
-
|
-
|
1,635
|
-
|
-
|
1,635
|
||||||||||
Rebalancing of ownership percent
|
||||||||||||||||
between parent and subsidiaries
|
-
|
-
|
(194)
|
-
|
194
|
-
|
||||||||||
Balance at June 30, 2012
|
87,819
|
$
|
878
|
$
|
2,538,042
|
$
|
(690,664)
|
$
|
258,021
|
$
|
2,106,277
|
Six Months Ended
|
||||||
June 30,
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
2012
|
2011
|
||||
Net income
|
$
|
40,678
|
$
|
38,866
|
||
Adjustments to reconcile net income to net cash provided by
|
||||||
Operating activities:
|
||||||
Depreciation and amortization, including related intangible assets
|
95,735
|
95,289
|
||||
Depreciation and amortization on discontinued operations
|
428
|
863
|
||||
Amortization of stock compensation
|
1,635
|
1,594
|
||||
Amortization of deferred financing costs and debt discount
|
1,272
|
1,168
|
||||
Write off of unamortized discount on senior unsecured notes
|
370
|
-
|
||||
Equity in earnings of unconsolidated joint venture, net
|
(2,333)
|
(635)
|
||||
Realized gains and unrealized losses on disposition
|
||||||
of rental property, net
|
(2,378)
|
-
|
||||
Distributions of cumulative earnings from unconsolidated
|
||||||
joint ventures
|
1,494
|
1,471
|
||||
Changes in operating assets and liabilities:
|
||||||
Increase in unbilled rents receivable, net
|
(1,610)
|
(4,066)
|
||||
Increase in deferred charges and other assets, net
|
(7,322)
|
(18,468)
|
||||
(Increase) decrease in accounts receivable, net
|
(1,829)
|
3,554
|
||||
Increase in accounts payable, accrued expenses
|
||||||
and other liabilities
|
10,229
|
5,749
|
||||
Increase (decrease) in rents received in advance and security deposits
|
201
|
(2,327)
|
||||
(Decrease) increase in accrued interest payable
|
(6)
|
706
|
||||
Net cash provided by operating activities
|
$
|
136,564
|
$
|
123,764
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||
Rental property additions and improvements
|
$
|
(33,348)
|
$
|
(43,252)
|
||
Development of rental property
|
(8,352)
|
-
|
||||
Investment in unconsolidated joint ventures
|
(32,475)
|
(201)
|
||||
Distributions in excess of cumulative earnings from
|
||||||
unconsolidated joint ventures
|
988
|
929
|
||||
Increase in restricted cash
|
(195)
|
(3,077)
|
||||
Net cash used in investing activities
|
$
|
(73,382)
|
$
|
(45,601)
|
||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||
Borrowings from revolving credit facility
|
$
|
302,526
|
$
|
139,000
|
||
Repayment of revolving credit facility
|
(348,026)
|
(358,000)
|
||||
Proceeds from senior unsecured notes
|
299,403
|
-
|
||||
Repayment of senior unsecured notes
|
(221,019)
|
-
|
||||
Proceeds from offering of common stock
|
-
|
227,374
|
||||
Repayment of mortgages, loans payable and other obligations
|
(4,674)
|
(4,160)
|
||||
Payment of financing costs
|
(2,635)
|
(6)
|
||||
Proceeds from stock options exercised
|
-
|
1,463
|
||||
Payment of dividends and distributions
|
(89,950)
|
(87,591)
|
||||
Net cash used in financing activities
|
$
|
(64,375)
|
$
|
(81,920)
|
||
Net decrease in cash and cash equivalents
|
$
|
(1,193)
|
$
|
(3,757)
|
||
Cash and cash equivalents, beginning of period
|
20,496
|
21,851
|
||||
Cash and cash equivalents, end of period
|
$
|
19,303
|
$
|
18,094
|
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. Pursuant to the Company’s adoption of ASC 805, Business Combinations, effective January 1, 2009, 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 $770,000, and $909,000 for the three months ended June 30, 2012 and 2011, respectively, and $1,570,000 and $1,979,000 for the six months ended June 30, 2012 and 2011, respectively. Included in total rental property is construction, tenant improvement and development in-progress of $34,862,000 and $37,069,000 as of June 30, 2012 and December 31, 2011, 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 6: 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.
|
|
ASC 810, Consolidation, provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIE (the “primary beneficiary”). Generally, the consideration of whether an entity is a VIE applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.
|
|
On January 1, 2010, the Company adopted the updated provisions of ASC 810, which amends FIN 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. Additionally, ASC 810 amends FIN 46(R) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both. ASC 810 amends certain guidance in Interpretation 46(R) for determining whether an entity is a variable interest entity. Also, ASC 810 amends FIN 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. The adoption of this guidance did not have a material impact to these financial statements. See Note 3: Investments in Unconsolidated Joint Ventures for disclosures regarding the Company’s 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.
|
|
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 $661,000 and $584,000 for the three months ended June 30, 2012 and 2011, respectively, and $1,272,000 and $1,168,000 for the six months ended June 30, 2012 and 2011, 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.
|
|
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 $1,060,000 and $982,000 for the three months ended June 30, 2012 and 2011, respectively, and $2,156,000 and $2,036,000 for the six months ended June 30, 2012 and 2011, respectively.
|
|
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 terms of the lease for above-market leases and the remaining initial terms plus the terms 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 13: 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 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, facilities management, leasing commission fees and other services, and payroll and related costs reimbursed from clients. Other income includes income from parking spaces leased to tenants, 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.
|
|
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.
|
Dividends and
|
Payable
|
The dividends and distributions payable at June 30, 2012 represents dividends payable to common shareholders (87,819,863 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (12,177,122 common units) for all such holders of record as of July 5, 2012 with respect to the second quarter 2012. The second 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 June 5, 2012. The common stock dividends and common unit distributions payable were paid on July 13, 2012.
|
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 options and restricted stock awards granted prior to 2002 using the intrinsic value method prescribed in the previously existing accounting guidance on accounting for stock issued to employees. Under this guidance, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the exercise price of the option granted. Compensation cost for stock options is recognized ratably over the vesting period. The Company’s policy is to grant options with an exercise price equal to the quoted closing market price of the Company’s stock on the business day preceding the grant date. Accordingly, no compensation cost has been recognized under the Company’s stock option plans for the granting of stock options made prior to 2002. Restricted stock awards granted prior to 2002 are valued at the vesting dates of such awards with compensation cost for such awards recognized ratably over the vesting period.
|
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.
|
(i)
|
99 percent of Mack-Green’s share of the profits and losses from 10 specific OPLP Properties allocable to the Company and one percent allocable to SL Green;
|
(ii)
|
one percent of Mack-Green’s share of the profits and losses from eight specific OPLP Properties and its minor interest in four office properties allocable to the Company and 99 percent allocable to SL Green; and
|
(iii)
|
50 percent of all other profits and losses allocable to the Company and 50 percent allocable to SL Green.
|
STAMFORD SM LLC
|
June 30, 2012
|
||||||||||||||||||||||||||
Plaza
VIII & IX
Associates
|
Harborside
South Pier
|
Red Bank
Corporate Plaza
|
Gramercy
Agreement
|
12
Vreeland
|
Boston-
Downtown
Crossing
|
Gale
Jefferson
|
Stamford
SM LLC
|
Combined
Total
|
||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||
Rental property, net
|
$
|
8,028
|
$
|
57,319
|
$
|
22,549
|
$
|
38,704
|
$
|
14,021
|
-
|
-
|
-
|
$
|
140,621
|
|||||||||||
Loan receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
40,954
|
40,954
|
||||||||||||||||
Other assets
|
1,289
|
16,913
|
2,836
|
5,599
|
1,024
|
$
|
46,213
|
$
|
2,830
|
227
|
76,931
|
|||||||||||||||
Total assets
|
$
|
9,317
|
$
|
74,232
|
$
|
25,385
|
$
|
44,303
|
$
|
15,045
|
$
|
46,213
|
$
|
2,830
|
$
|
41,181
|
$
|
258,506
|
||||||||
Liabilities and partners'/members' capital (deficit):
|
||||||||||||||||||||||||||
Mortgages, loans payable
|
||||||||||||||||||||||||||
and other obligations
|
-
|
$
|
70,127
|
$
|
17,728
|
$
|
50,978
|
-
|
-
|
-
|
-
|
$
|
138,833
|
|||||||||||||
Other liabilities
|
$
|
537
|
9,095
|
42
|
1,106
|
$
|
725
|
-
|
-
|
-
|
11,505
|
|||||||||||||||
Partners’/members’
|
||||||||||||||||||||||||||
capital (deficit)
|
8,780
|
(4,990)
|
7,615
|
(7,781)
|
14,320
|
$
|
46,213
|
$
|
2,830
|
$
|
41,181
|
108,168
|
||||||||||||||
Total liabilities and
|
||||||||||||||||||||||||||
partners’/members’
|
||||||||||||||||||||||||||
capital (deficit)
|
$
|
9,317
|
$
|
74,232
|
$
|
25,385
|
$
|
44,303
|
$
|
15,045
|
$
|
46,213
|
$
|
2,830
|
$
|
41,181
|
$
|
258,506
|
||||||||
Company’s investments
|
||||||||||||||||||||||||||
in unconsolidated
|
||||||||||||||||||||||||||
joint ventures, net
|
$
|
4,312
|
$
|
(1,289)
|
$
|
3,702
|
-
|
$
|
10,558
|
$
|
13,010
|
$
|
1,121
|
$
|
32,945
|
$
|
64,359
|
|||||||||
December 31, 2011
|
||||||||||||||||||||||||||
Plaza
VIII & IX
Associates
|
Harborside
South Pier
|
Red Bank
Corporate Plaza
|
Gramercy
Agreement
|
12
Vreeland
|
Boston-
Downtown
Crossing
|
Gale
Jefferson
|
Stamford
SM LLC
|
Combined
Total
|
||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||
Rental property, net
|
$
|
8,335
|
$
|
59,733
|
$
|
22,903
|
$
|
39,276
|
$
|
13,122
|
-
|
-
|
-
|
$
|
143,369
|
|||||||||||
Other assets
|
933
|
12,840
|
2,909
|
5,669
|
521
|
$
|
46,121
|
$
|
2,927
|
-
|
71,920
|
|||||||||||||||
Total assets
|
$
|
9,268
|
$
|
72,573
|
$
|
25,812
|
$
|
44,945
|
$
|
13,643
|
$
|
46,121
|
$
|
2,927
|
-
|
$
|
215,289
|
|||||||||
Liabilities and partners'/members' capital (deficit):
|
||||||||||||||||||||||||||
Mortgages, loans payable
|
||||||||||||||||||||||||||
and other obligations
|
-
|
$
|
70,690
|
$
|
18,100
|
$
|
50,978
|
$
|
1,207
|
-
|
-
|
-
|
$
|
140,975
|
||||||||||||
Other liabilities
|
$
|
531
|
4,982
|
117
|
1,086
|
168
|
-
|
-
|
-
|
6,884
|
||||||||||||||||
Partners’/members’
|
||||||||||||||||||||||||||
capital (deficit)
|
8,737
|
(3,099)
|
7,595
|
(7,119)
|
12,268
|
$
|
46,121
|
$
|
2,927
|
-
|
67,430
|
|||||||||||||||
Total liabilities and
|
||||||||||||||||||||||||||
partners’/members’
|
||||||||||||||||||||||||||
capital (deficit)
|
$
|
9,268
|
$
|
72,573
|
$
|
25,812
|
$
|
44,945
|
$
|
13,643
|
$
|
46,121
|
$
|
2,927
|
-
|
$
|
215,289
|
|||||||||
Company’s investments
|
||||||||||||||||||||||||||
in unconsolidated
|
||||||||||||||||||||||||||
joint ventures, net
|
$
|
4,291
|
$
|
(343)
|
$
|
3,676
|
-
|
$
|
10,233
|
$
|
13,005
|
$
|
1,153
|
-
|
$
|
32,015
|
Three Months Ended June 30, 2012
|
|||||||||||||||||||||||||||
Plaza
VIII & IX
Associates
|
Harborside
South Pier
|
Red Bank
Corporate Plaza
|
Gramercy
Agreement
|
12
Vreeland
|
Boston-
Downtown
Crossing
|
Gale
Jefferson
|
Stamford
SM LLC
|
Combined
Total
|
|||||||||||||||||||
Total revenues
|
$
|
235
|
$
|
10,906
|
$
|
799
|
$
|
1,552
|
$
|
652
|
-
|
$
|
69
|
$
|
1,141
|
$
|
15,354
|
||||||||||
Operating and other
|
(60)
|
(6,814)
|
(182)
|
(999)
|
(266)
|
$
|
(755)
|
-
|
(4)
|
(9,080)
|
|||||||||||||||||
Depreciation and amortization
|
(153)
|
(1,410)
|
(228)
|
(453)
|
(154)
|
-
|
-
|
-
|
(2,398)
|
||||||||||||||||||
Interest expense
|
-
|
(1,098)
|
(186)
|
(386)
|
18
|
-
|
-
|
-
|
(1,652)
|
||||||||||||||||||
Net income
|
$
|
22
|
$
|
1,584
|
$
|
203
|
$
|
(286)
|
$
|
250
|
$
|
(755)
|
$
|
69
|
$
|
1,137
|
$
|
2,224
|
|||||||||
Company’s equity in earnings
|
|||||||||||||||||||||||||||
(loss) of unconsolidated
|
|||||||||||||||||||||||||||
joint ventures
|
$
|
12
|
$
|
792
|
$
|
101
|
-
|
$
|
125
|
$
|
(227)
|
$
|
20
|
$
|
910
|
$
|
1,733
|
||||||||||
Three Months Ended June 30, 2011
|
|||||||||||||||||||||||||||
Plaza
VIII & IX
Associates
|
Harborside
South Pier
|
Red Bank
Corporate Plaza
|
Gramercy
Agreement
|
12
Vreeland
|
Boston-
Downtown
Crossing
|
Gale
Jefferson
|
Stamford
SM LLC
|
Combined
Total
|
|||||||||||||||||||
Total revenues
|
$
|
255
|
$
|
10,815
|
$
|
865
|
$
|
1,525
|
$
|
594
|
-
|
$
|
76
|
-
|
$
|
14,130
|
|||||||||||
Operating and other
|
(51)
|
(6,830)
|
(243)
|
(975)
|
(34)
|
$
|
(377)
|
-
|
-
|
(8,510)
|
|||||||||||||||||
Depreciation and amortization
|
(153)
|
(1,415)
|
(226)
|
(539)
|
(315)
|
-
|
-
|
-
|
(2,648)
|
||||||||||||||||||
Interest expense
|
-
|
(1,120)
|
(129)
|
(381)
|
(52)
|
-
|
-
|
-
|
(1,682)
|
||||||||||||||||||
Net income
|
$
|
51
|
$
|
1,450
|
$
|
267
|
$
|
(370)
|
$
|
193
|
$
|
(377)
|
$
|
76
|
-
|
$
|
1,290
|
||||||||||
Company’s equity in earnings
|
|||||||||||||||||||||||||||
(loss) of unconsolidated
|
|||||||||||||||||||||||||||
joint ventures
|
$
|
25
|
$
|
568
|
$
|
134
|
-
|
$
|
96
|
$
|
(113)
|
$
|
26
|
-
|
$
|
736
|
Six Months Ended June 30, 2012
|
|||||||||||||||||||||||||||
Plaza
VIII & IX
Associates
|
Harborside
South Pier
|
Red Bank
Corporate Plaza
|
Gramercy
Agreement
|
12
Vreeland
|
Boston-
Downtown
Crossing
|
Gale
Jefferson
|
Stamford
SM LLC
|
Combined
Total
|
|||||||||||||||||||
Total revenues
|
$
|
464
|
$
|
19,067
|
$
|
1,646
|
$
|
2,898
|
$
|
1,246
|
-
|
$
|
129
|
$
|
1,608
|
$
|
27,058
|
||||||||||
Operating and other
|
(115)
|
(12,445)
|
(416)
|
(1,880)
|
(288)
|
$
|
(1,089)
|
-
|
(26)
|
(16,259)
|
|||||||||||||||||
Depreciation and amortization
|
(306)
|
(2,813)
|
(456)
|
(906)
|
(307)
|
-
|
-
|
-
|
(4,788)
|
||||||||||||||||||
Interest expense
|
-
|
(2,200)
|
(365)
|
(774)
|
(3)
|
-
|
-
|
-
|
(3,342)
|
||||||||||||||||||
Net income
|
$
|
43
|
$
|
1,609
|
$
|
409
|
$
|
(662)
|
$
|
648
|
$
|
(1,089)
|
$
|
129
|
$
|
1,582
|
$
|
2,669
|
|||||||||
Company’s equity in earnings
|
|||||||||||||||||||||||||||
(loss) of unconsolidated
|
|||||||||||||||||||||||||||
joint ventures
|
$
|
22
|
$
|
804
|
$
|
204
|
-
|
$
|
324
|
$
|
(327)
|
$
|
40
|
$
|
1,266
|
$
|
2,333
|
||||||||||
Six Months Ended June 30, 2011
|
|||||||||||||||||||||||||||
Plaza
VIII & IX
Associates
|
Harborside
South Pier
|
Red Bank
Corporate Plaza
|
Gramercy
Agreement
|
12
Vreeland
|
Boston-
Downtown
Crossing
|
Gale
Jefferson
|
Stamford
SM LLC
|
Combined
Total
|
|||||||||||||||||||
Total revenues
|
$
|
449
|
$
|
18,450
|
$
|
1,592
|
$
|
3,334
|
$
|
990
|
-
|
$
|
142
|
-
|
$
|
24,957
|
|||||||||||
Operating and other
|
(102)
|
(12,564)
|
(370)
|
(1,892)
|
(52)
|
$
|
(751)
|
-
|
-
|
(15,731)
|
|||||||||||||||||
Depreciation and amortization
|
(306)
|
(2,839)
|
(451)
|
(1,332)
|
(631)
|
-
|
-
|
-
|
(5,559)
|
||||||||||||||||||
Interest expense
|
-
|
(2,245)
|
(209)
|
(783)
|
(88)
|
-
|
-
|
-
|
(3,325)
|
||||||||||||||||||
Net income
|
$
|
41
|
$
|
802
|
$
|
562
|
$
|
(673)
|
$
|
219
|
$
|
(751)
|
$
|
142
|
-
|
$
|
342
|
||||||||||
Company’s equity in earnings
|
|||||||||||||||||||||||||||
(loss) of unconsolidated
|
|||||||||||||||||||||||||||
joint ventures
|
$
|
20
|
$
|
407
|
$
|
281
|
-
|
$
|
109
|
$
|
(225)
|
$
|
43
|
-
|
$
|
635
|
June 30,
|
December 31,
|
||||
(dollars in thousands)
|
2012
|
2011
|
|||
Deferred leasing costs
|
$
|
255,954
|
$
|
261,106
|
|
Deferred financing costs
|
18,630
|
16,158
|
|||
274,584
|
277,264
|
||||
Accumulated amortization
|
(117,616)
|
(123,597)
|
|||
Deferred charges, net
|
156,968
|
153,667
|
|||
In-place lease values, related intangible and other assets, net
|
21,672
|
28,055
|
|||
Prepaid expenses and other assets, net
|
23,279
|
28,748
|
|||
Total deferred charges and other assets, net
|
$
|
201,919
|
$
|
210,470
|
June 30,
|
December 31,
|
||||
2012
|
2011
|
||||
Security deposits
|
$
|
7,457
|
$
|
7,198
|
|
Escrow and other reserve funds
|
13,361
|
13,518
|
|||
Total restricted cash
|
$
|
20,818
|
$
|
20,716
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
June 30,
|
June 30,
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
||||||||||
Total revenues
|
$
|
938
|
$
|
1,940
|
$
|
2,466
|
$
|
4,056
|
|||||
Operating and other expenses
|
(607)
|
(882)
|
(1,485)
|
(1,970)
|
|||||||||
Depreciation and amortization
|
(13)
|
(422)
|
(428)
|
(863)
|
|||||||||
Interest expense (net of interest income)
|
-
|
(447)
|
(428)
|
(894)
|
|||||||||
Income from discontinued operations before
|
|||||||||||||
gains (losses) and unrealized losses on
|
|||||||||||||
disposition of rental property
|
318
|
189
|
125
|
329
|
|||||||||
Realized gains (losses) and unrealized losses on
|
|||||||||||||
disposition of rental property, net
|
(1,634)
|
-
|
2,378
|
-
|
|||||||||
Total discontinued operations, net
|
$
|
(1,316)
|
$
|
189
|
$
|
2,503
|
$
|
329
|
June 30,
2012
|
December 31,
2011
|
Effective
Rate (1)
|
||||||||
5.250% Senior Unsecured Notes, due January 15, 2012 (2)
|
-
|
$
|
99,988
|
5.457
|
%
|
|||||
6.150% Senior Unsecured Notes, due December 15, 2012 (3)
|
-
|
94,438
|
6.894
|
%
|
||||||
5.820% Senior Unsecured Notes, due March 15, 2013 (4)
|
-
|
25,972
|
6.448
|
%
|
||||||
4.600% Senior Unsecured Notes, due June 15, 2013
|
$
|
99,973
|
99,958
|
4.742
|
%
|
|||||
5.125% Senior Unsecured Notes, due February 15, 2014
|
200,390
|
200,509
|
5.110
|
%
|
||||||
5.125% Senior Unsecured Notes, due January 15, 2015
|
149,763
|
149,717
|
5.297
|
%
|
||||||
5.800% Senior Unsecured Notes, due January 15, 2016
|
200,275
|
200,313
|
5.806
|
%
|
||||||
7.750% Senior Unsecured Notes, due August 15, 2019
|
248,478
|
248,372
|
8.017
|
%
|
||||||
4.500% Senior Unsecured Notes, due April 18, 2022
|
299,415
|
-
|
4.612
|
%
|
||||||
Total Senior Unsecured Notes
|
$
|
1,198,294
|
$
|
1,119,267
|
(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, primarily from borrowing on the Company’s unsecured revolving credit facility.
|
(3) On May 25, 2012, the Operating Partnership redeemed $94.9 million principal amount of its 6.15 percent senior unsecured notes due December 15, 2012 (the “2002 Notes”). The redemption price, including a make-whole premium, was 103.191672 percent of the principal amount of the 2002 Notes, plus accrued and unpaid interest up to the redemption date. The Operating Partnership funded the redemption price, including accrued and unpaid interest, of approximately $100.5 million from borrowing on its unsecured revolving credit facility, as well as cash on hand. In connection with the redemption, the Company recorded approximately $3.3 million as a loss from early extinguishment of debt.
|
(4) On May 25, 2012, the Operating Partnership redeemed $26.1 million principal amount of its 5.82 percent senior unsecured notes due March 15, 2013 (the “2003 Notes”). The redemption price, including a make-whole premium, was 103.868592 percent of the principal amount of the 2003 Notes, plus accrued and unpaid interest up to the redemption date. The Operating Partnership funded the redemption price, including accrued and unpaid interest, of approximately $27.4 million from borrowing on its unsecured revolving credit facility, as well as cash on hand. In connection with the redemption, the Company recorded approximately $1.1 million as a loss from early extinguishment of debt.
|
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
|
185.0
|
45.0
|
BBB- or Baa3
|
150.0
|
35.0
|
BBB or Baa2(current)
|
125.0
|
25.0
|
BBB+or Baa1
|
107.5
|
20.0
|
A-or A3 or higher
|
100.0
|
17.5
|
Property Name
|
Lender
|
Effective
Rate (a)
|
June 30,
2012
|
December 31,
2011
|
Maturity
|
|||||||||||||||||
2200 Renaissance Boulevard (b)
|
Wachovia CMBS
|
5.888
|
%
|
-
|
$
|
16,171
|
-
|
|||||||||||||||
One Grande Commons (c)
|
Capital One Bank
|
LIBOR+2.00
|
%
|
$
|
11,000
|
11,000
|
12/31/12
|
|||||||||||||||
Soundview Plaza
|
Morgan Stanley Mortgage Capital
|
6.015
|
%
|
15,240
|
15,531
|
01/01/13
|
||||||||||||||||
9200 Edmonston Road
|
Principal Commercial Funding L.L.C.
|
5.534
|
%
|
4,393
|
4,479
|
05/01/13
|
||||||||||||||||
6305 Ivy Lane
|
John Hancock Life Insurance Co.
|
5.525
|
%
|
6,125
|
6,245
|
01/01/14
|
||||||||||||||||
395 West Passaic
|
State Farm Life Insurance Co.
|
6.004
|
%
|
10,526
|
10,781
|
05/01/14
|
||||||||||||||||
6301 Ivy Lane
|
John Hancock Life Insurance Co.
|
5.520
|
%
|
5,793
|
5,899
|
07/01/14
|
||||||||||||||||
35 Waterview Boulevard
|
Wachovia CMBS
|
6.348
|
%
|
18,901
|
19,051
|
08/11/14
|
||||||||||||||||
6 Becker, 85 Livingston,
75 Livingston &
20 Waterview
|
Wachovia CMBS
|
10.220
|
%
|
62,614
|
62,127
|
08/11/14
|
||||||||||||||||
4 Sylvan
|
Wachovia CMBS
|
10.190
|
%
|
14,461
|
14,438
|
08/11/14
|
||||||||||||||||
10 Independence
|
Wachovia CMBS
|
12.440
|
%
|
16,074
|
15,908
|
08/11/14
|
||||||||||||||||
4 Becker
|
Wachovia CMBS
|
9.550
|
%
|
38,016
|
37,769
|
05/11/16
|
||||||||||||||||
5 Becker
|
Wachovia CMBS
|
12.830
|
%
|
12,274
|
12,056
|
05/11/16
|
||||||||||||||||
210 Clay
|
Wachovia CMBS
|
13.420
|
%
|
12,053
|
11,844
|
05/11/16
|
||||||||||||||||
51 Imclone
|
Wachovia CMBS
|
8.390
|
%
|
3,882
|
3,886
|
05/11/16
|
||||||||||||||||
Various (d)
|
Prudential Insurance
|
6.332
|
%
|
150,000
|
150,000
|
01/15/17
|
||||||||||||||||
23 Main Street
|
JPMorgan CMBS
|
5.587
|
%
|
30,725
|
31,002
|
09/01/18
|
||||||||||||||||
Harborside Plaza 5
|
The Northwestern Mutual Life
Insurance Co. & New York Life
Insurance Co.
|
6.842
|
%
|
230,068
|
231,603
|
11/01/18
|
||||||||||||||||
100 Walnut Avenue
|
Guardian Life Insurance Co.
|
7.311
|
%
|
19,135
|
19,241
|
02/01/19
|
||||||||||||||||
One River Center (e)
|
Guardian Life Insurance Co.
|
7.311
|
%
|
43,835
|
44,079
|
02/01/19
|
||||||||||||||||
581 Main Street (f)
|
Valley National Bank
|
6.935
|
%
|
(g)
|
16,187
|
16,338
|
07/01/34
|
|||||||||||||||
Total mortgages, loans payable and other obligations
|
$
|
721,302
|
$
|
739,448
|
||||||||||||||||||
(a) Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs, mark-to-market adjustment of acquired debt and other transaction costs, as applicable.
|
||||||||||||||||||||||
(b) On March 28, 2012, the Company transferred the deed for 2200 Renaissance Boulevard to the lender in satisfaction of its obligations. See Note 6: Discontinued Operations.
|
||||||||||||||||||||||
(c) The mortgage loan has two one-year extension options subject to certain conditions and the payment of a fee.
|
||||||||||||||||||||||
(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.
|
||||||||||||||||||||||
(f) The Operating Partnership has agreed, subject to certain conditions, to guarantee repayment of a portion of the loan.
|
||||||||||||||||||||||
(g) The coupon interest rate will be reset at the end of year 10 (2019) and year 20 (2029) at 225 basis points over the 10-year treasury yield 45 days prior to the reset dates with a minimum rate of 6.875 percent.
|
Year
|
Amount
|
|
July 1 through December 31, 2012
|
$
|
183
|
2013
|
351
|
|
2014
|
367
|
|
2015
|
371
|
|
2016
|
371
|
|
2017 through 2084
|
16,318
|
|
Total
|
$
|
17,961
|
Year
|
Amount
|
|
July 1 through December 31, 2012
|
$
|
289,690
|
2013
|
545,825
|
|
2014
|
480,072
|
|
2015
|
408,954
|
|
2016
|
358,341
|
|
2017 and thereafter
|
1,389,960
|
|
Total
|
$
|
3,472,842
|
Shares
Under
Options
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
$(000’s)
|
||||
Outstanding as January 1, 2012
|
183,870
|
$
|
29.51
|
-
|
||
Exercised/Cancelled
|
-
|
-
|
||||
Outstanding at June 30, 2012 ($28.47 – $45.47)
|
183,870
|
$
|
29.51
|
-
|
||
Options exercisable at June 30, 2012
|
183,870
|
|||||
Available for grant at June 30, 2012
|
2,347,153
|
Weighted-Average
|
||||
Grant – Date
|
||||
Shares
|
Fair Value
|
|||
Outstanding at January 1, 2012
|
187,447
|
$
|
33.82
|
|
Vested
|
(81,604)
|
34.42
|
||
Outstanding at June 30, 2012
|
105,843
|
$
|
33.36
|
Three Months Ended
|
||||||
June 30,
|
||||||
Computation of Basic EPS
|
2012
|
2011
|
||||
Income from continuing operations
|
$
|
12,727
|
$
|
20,102
|
||
Add: Noncontrolling interest in consolidated joint ventures
|
92
|
102
|
||||
Deduct: Noncontrolling interest in Operating Partnership
|
(1,562)
|
(2,536)
|
||||
Deduct: Preferred stock dividends
|
-
|
(500)
|
||||
Income from continuing operations available to common shareholders
|
11,257
|
17,168
|
||||
Income (loss) from discontinued operations available to common
|
||||||
shareholders
|
(1,156)
|
165
|
||||
Net income available to common shareholders
|
10,101
|
17,333
|
||||
Weighted average common shares
|
87,817
|
86,936
|
||||
Basic EPS:
|
||||||
Income from continuing operations available to common shareholders
|
$
|
0.12
|
$
|
0.20
|
||
Income (loss) from discontinued operations available to common
|
||||||
shareholders
|
(0.01)
|
-
|
||||
Net income available to common shareholders
|
$
|
0.11
|
$
|
0.20
|
||
Three Months Ended
|
||||||
June 30,
|
||||||
Computation of Diluted EPS
|
2012
|
2011
|
||||
Income from continuing operations available to common shareholders
|
$
|
11,257
|
$
|
17,168
|
||
Add: Noncontrolling interest in Operating Partnership
|
1,562
|
2,536
|
||||
Income from continuing operations for diluted earnings per share
|
12,819
|
19,704
|
||||
Income (loss) from discontinued operations for diluted earnings
|
||||||
per share
|
(1,316)
|
189
|
||||
Net income available to common shareholders
|
$
|
11,503
|
$
|
19,893
|
||
Weighted average common shares
|
100,069
|
99,887
|
||||
Diluted EPS:
|
||||||
Income from continuing operations available to common shareholders
|
$
|
0.12
|
$
|
0.20
|
||
Income (loss) from discontinued operations available to common
|
||||||
shareholders
|
(0.01)
|
-
|
||||
Net income available to common shareholders
|
$
|
0.11
|
$
|
0.20
|
Six Months Ended
|
||||||
June 30,
|
||||||
Computation of Basic EPS
|
2012
|
2011
|
||||
Income from continuing operations
|
$
|
38,175
|
$
|
38,537
|
||
Add: Noncontrolling interest in consolidated joint ventures
|
171
|
212
|
||||
Deduct: Noncontrolling interest in Operating Partnership
|
(4,675)
|
(4,973)
|
||||
Deduct: Preferred stock dividends
|
-
|
(1,000)
|
||||
Income from continuing operations available to common shareholders
|
33,671
|
32,776
|
||||
Income (loss) from discontinued operations available to common
|
||||||
shareholders
|
2,197
|
286
|
||||
Net income available to common shareholders
|
$
|
35,868
|
$
|
33,062
|
||
Weighted average common shares
|
87,808
|
84,953
|
||||
Basic EPS:
|
||||||
Income from continuing operations available to common shareholders
|
$
|
0.38
|
$
|
0.39
|
||
Income (loss) from discontinued operations available to common
|
||||||
shareholders
|
0.03
|
-
|
||||
Net income available to common shareholders
|
$
|
0.41
|
$
|
0.39
|
||
Six Months Ended
|
||||||
June 30,
|
||||||
Computation of Diluted EPS
|
2012
|
2011
|
||||
Income from continuing operations available to common shareholders
|
$
|
33,671
|
$
|
32,776
|
||
Add: Noncontrolling interest in Operating Partnership
|
4,675
|
4,973
|
||||
Income from continuing operations for diluted earnings per share
|
38,346
|
37,749
|
||||
Income (loss) from discontinued operations for diluted earnings
|
||||||
per share
|
2,503
|
329
|
||||
Net income available to common shareholders
|
$
|
40,849
|
$
|
38,078
|
||
Weighted average common shares
|
100,065
|
97,963
|
||||
Diluted EPS:
|
||||||
Income from continuing operations available to common shareholders
|
$
|
0.38
|
$
|
0.39
|
||
Income (loss) from discontinued operations available to common
|
||||||
shareholders
|
0.03
|
-
|
||||
Net income available to common shareholders
|
$
|
0.41
|
$
|
0.39
|
Three Months Ended
|
Six Months Ended
|
||||
June 30,
|
June 30,
|
||||
2012
|
2011
|
2012
|
2011
|
||
Basic EPS shares
|
87,817
|
86,936
|
87,808
|
84,953
|
|
Add: Operating Partnership – common units
|
12,183
|
12,840
|
12,188
|
12,896
|
|
Stock options
|
-
|
37
|
-
|
40
|
|
Restricted Stock Awards
|
69
|
74
|
69
|
74
|
|
Diluted EPS Shares
|
100,069
|
99,887
|
100,065
|
97,963
|
Common
|
|
Units
|
|
Balance at January 1, 2012
|
12,197,122
|
Redemption of common units for shares of common stock
|
(20,000)
|
Balance at June 30, 2012
|
12,177,122
|
Construction
|
Corporate
|
Total
|
||||||||||
Real Estate
|
Services
|
& Other (d)
|
Company
|
|||||||||
Total revenues:
|
||||||||||||
Three months ended:
|
||||||||||||
June 30, 2012
|
$
|
173,202
|
$
|
4,739
|
$
|
521
|
$
|
178,462
|
||||
June 30, 2011
|
175,576
|
2,905
|
687
|
179,168
|
||||||||
Six months ended:
|
||||||||||||
June 30, 2012
|
$
|
352,089
|
8,572
|
$
|
781
|
$
|
361,442
|
|||||
June 30, 2011
|
355,313
|
6,819
|
1,249
|
363,381
|
||||||||
Total operating and interest expenses(a):
|
||||||||||||
Three months ended:
|
||||||||||||
June 30, 2012
|
$
|
66,273
|
$
|
4,687
|
$
|
44,102
|
$
|
115,062
|
(e)
|
|||
June 30, 2011
|
68,470
|
3,264
|
40,222
|
111,956
|
(f)
|
|||||||
Six months ended:
|
||||||||||||
June 30, 2012
|
$
|
131,502
|
$
|
8,577
|
$
|
85,293
|
$
|
225,372
|
(g)
|
|||
June 30, 2011
|
143,351
|
7,386
|
79,189
|
229,926
|
(h)
|
|||||||
Equity in earnings (loss) of unconsolidated
|
||||||||||||
joint ventures:
|
||||||||||||
Three months ended:
|
||||||||||||
June 30, 2012
|
$
|
1,733
|
-
|
-
|
$
|
1,733
|
||||||
June 30, 2011
|
736
|
-
|
-
|
736
|
||||||||
Six months ended:
|
||||||||||||
June 30, 2012
|
$
|
2,333
|
-
|
-
|
$
|
2,333
|
||||||
June 30, 2011
|
635
|
-
|
-
|
635
|
||||||||
Net operating income (b):
|
||||||||||||
Three months ended:
|
||||||||||||
June 30, 2012
|
$
|
108,662
|
$
|
52
|
$
|
(43,581)
|
$
|
65,133
|
(e)
|
|||
June 30, 2011
|
107,842
|
(359)
|
(39,535)
|
67,948
|
(f)
|
|||||||
Six months ended:
|
||||||||||||
June 30, 2012
|
$
|
222,920
|
$
|
(5)
|
$
|
(84,512)
|
$
|
138,403
|
(g)
|
|||
June 30, 2011
|
212,597
|
(567)
|
(77,940)
|
134,090
|
(h)
|
|||||||
Total assets:
|
||||||||||||
June 30, 2012
|
$
|
4,249,417
|
$
|
8,063
|
$
|
12,727
|
$
|
4,270,207
|
||||
December 31, 2011
|
4,272,469
|
7,022
|
16,268
|
4,295,759
|
||||||||
Total long-lived assets (c):
|
||||||||||||
June 30, 2012
|
$
|
4,016,269
|
-
|
$
|
2,955
|
$
|
4,019,224
|
|||||
December 31, 2011
|
4,034,651
|
-
|
2,272
|
4,036,923
|
||||||||
(a)
|
Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services salaries, wages and other costs; 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.
|
(e)
|
Excludes $47,991 of depreciation and amortization.
|
(f)
|
Excludes $47,846 of depreciation and amortization.
|
(g)
|
Excludes $95,813 of depreciation and amortization.
|
·
|
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.
|
·
|
|
·
|
critical accounting policies and estimates;
|
·
|
results of operations for the three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011; and
|
·
|
liquidity and capital resources.
|
Leasehold interests
|
Remaining lease term
|
Buildings and improvements
|
5 to 40 years
|
Tenant improvements
|
The shorter of the term of the
|
related lease or useful life
|
|
Furniture, fixtures and equipment
|
5 to 10 years
|
Three Months Ended
|
||||
June 30,
|
Dollar
|
Percent
|
||
(dollars in thousands)
|
2012
|
2011
|
Change
|
Change
|
Revenue from rental operations and other:
|
||||
Base rents
|
$148,618
|
$147,992
|
$ 626
|
0.4%
|
Escalations and recoveries from tenants
|
20,787
|
23,748
|
(2,961)
|
(12.5)
|
Other income
|
3,341
|
3,450
|
(109)
|
(3.2)
|
Total revenues from rental operations
|
172,746
|
175,190
|
(2,444)
|
(1.4)
|
Property expenses:
|
||||
Real estate taxes
|
24,900
|
24,133
|
767
|
3.2
|
Utilities
|
14,444
|
16,657
|
(2,213)
|
(13.3)
|
Operating services
|
27,845
|
28,267
|
(422)
|
(1.5)
|
Total property expenses
|
67,189
|
69,057
|
(1,868)
|
(2.7)
|
Non-property revenues:
|
||||
Construction services
|
4,603
|
2,826
|
1,777
|
62.9
|
Real estate services
|
1,113
|
1,152
|
(39)
|
(3.4)
|
Total non-property revenues
|
5,716
|
3,978
|
1,738
|
43.7
|
Non-property expenses:
|
||||
Direct construction costs
|
4,337
|
2,784
|
1,553
|
55.8
|
General and administrative
|
11,898
|
9,209
|
2,689
|
29.2
|
Depreciation and amortization
|
47,991
|
47,846
|
145
|
0.3
|
Total non-property expenses
|
64,226
|
59,839
|
4,387
|
7.3
|
Operating income
|
47,047
|
50,272
|
(3,225)
|
(6.4)
|
Other (expense) income:
|
||||
Interest expense
|
(31,645)
|
(30,916)
|
(729)
|
(2.4)
|
Interest and other investment income
|
7
|
10
|
(3)
|
(30.0)
|
Equity in earnings (loss) of unconsolidated joint ventures
|
1,733
|
736
|
997
|
135.5
|
Loss from early extinguishment of debt
|
(4,415)
|
-
|
(4,415)
|
-
|
Total other (expense) income
|
(34,320)
|
(30,170)
|
(4,150)
|
(13.8)
|
Income from continuing operations
|
12,727
|
20,102
|
(7,375)
|
(36.7)
|
Discontinued operations:
|
||||
Income (loss) from discontinued operations
|
318
|
189
|
129
|
68.3
|
Realized gains (losses) and unrealized losses
|
||||
on disposition of rental property, net
|
(1,634)
|
-
|
(1,634)
|
-
|
Total discontinued operations, net
|
(1,316)
|
189
|
(1,505)
|
(796.3)
|
Net income
|
11,411
|
20,291
|
(8,880)
|
(43.8)
|
Noncontrolling interest in consolidated joint ventures
|
92
|
102
|
(10)
|
(9.8)
|
Noncontrolling interest in Operating Partnership
|
(1,562)
|
(2,536)
|
974
|
38.4
|
Noncontrolling interest in discontinued operations
|
160
|
(24)
|
184
|
766.7
|
Preferred stock dividends
|
-
|
(500)
|
500
|
100.0
|
Net income available to common shareholders
|
$10,101
|
$ 17,333
|
$(7,232)
|
(41.7)%
|
Total
|
Same-Store
|
Acquired
|
||||
Company
|
Properties
|
Properties
|
||||
Dollar
|
Percent
|
Dollar
|
Percent
|
Dollar
|
Percent
|
|
(dollars in thousands)
|
Change
|
Change
|
Change
|
Change
|
Change
|
Change
|
Revenue from rental operations
|
||||||
and other:
|
||||||
Base rents
|
$ 626
|
0.4%
|
$ 225
|
0.1%
|
$ 401
|
0.3%
|
Escalations and recoveries
|
||||||
from tenants
|
(2,961)
|
(12.5)
|
(2,961)
|
(12.5)
|
-
|
-
|
Other income
|
(109)
|
(3.2)
|
(109)
|
(3.2)
|
-
|
-
|
Total
|
$ (2,444)
|
(1.4)%
|
$ (2,845)
|
(1.6)%
|
$ 401
|
0.2%
|
Property expenses:
|
||||||
Real estate taxes
|
$ 767
|
3.2%
|
$ 767
|
3.2%
|
-
|
-
|
Utilities
|
(2,213)
|
(13.3)
|
(2,213)
|
(13.3)
|
-
|
-
|
Operating services
|
(422)
|
(1.5)
|
(422)
|
(1.5)
|
-
|
-
|
Total
|
$ (1,868)
|
(2.7)%
|
$ (1,868)
|
(2.7)%
|
-
|
-
|
OTHER DATA:
|
||||||
Number of Consolidated Properties
|
||||||
(excluding properties held for sale):
|
264
|
263
|
1
|
|||
Square feet (in thousands)
|
30,755
|
30,551
|
204
|
Six Months Ended
|
||||
June 30,
|
Dollar
|
Percent
|
||
(dollars in thousands)
|
2012
|
2011
|
Change
|
Change
|
Revenue from rental operations and other:
|
||||
Base rents
|
$ 297,285
|
$295,703
|
$ 1,582
|
0.5%
|
Escalations and recoveries from tenants
|
40,937
|
50,928
|
(9,991)
|
(19.6)
|
Other income
|
12,833
|
7,741
|
5,092
|
65.8
|
Total revenues from rental operations
|
351,055
|
354,372
|
(3,317)
|
(0.9)
|
Property expenses:
|
||||
Real estate taxes
|
47,803
|
48,928
|
(1,125)
|
(2.3)
|
Utilities
|
30,546
|
36,399
|
(5,853)
|
(16.1)
|
Operating services
|
54,449
|
58,613
|
(4,164)
|
(7.1)
|
Total property expenses
|
132,798
|
143,940
|
(11,142)
|
(7.7)
|
Non-property revenues:
|
||||
Construction services
|
8,066
|
6,625
|
1,441
|
21.8
|
Real estate services
|
2,321
|
2,384
|
(63)
|
(2.6)
|
Total non-property revenues
|
10,387
|
9,009
|
1,378
|
15.3
|
Non-property expenses:
|
||||
Direct construction costs
|
7,615
|
6,366
|
1,249
|
19.6
|
General and administrative
|
22,705
|
17,832
|
4,873
|
27.3
|
Depreciation and amortization
|
95,813
|
95,553
|
260
|
0.3
|
Total non-property expenses
|
126,133
|
119,751
|
6,382
|
5.3
|
Operating income
|
102,511
|
99,690
|
2,821
|
2.8
|
Other (expense) income:
|
||||
Interest expense
|
(62,274)
|
(61,808)
|
(466)
|
(0.8)
|
Interest and other investment income
|
20
|
20
|
-
|
-
|
Equity in earnings (loss) of unconsolidated joint ventures
|
2,333
|
635
|
1,698
|
267.4
|
Loss from early extinguishment of debt
|
(4,415)
|
-
|
(4,415)
|
-
|
Total other (expense) income
|
(64,336)
|
(61,153)
|
(3,183)
|
(5.2)
|
Income from continuing operations
|
38,175
|
38,537
|
(362)
|
(0.9)
|
Discontinued operations:
|
||||
Income (loss) from discontinued operations
|
125
|
329
|
(204)
|
(62.0)
|
Realized gains (losses) and unrealized losses
|
||||
on disposition of rental property, net
|
2,378
|
-
|
2,378
|
-
|
Total discontinued operations, net
|
2,503
|
329
|
2,174
|
660.8
|
Net income
|
40,678
|
38,866
|
1,812
|
4.7
|
Noncontrolling interest in consolidated joint ventures
|
171
|
212
|
(41)
|
(19.3)
|
Noncontrolling interest in Operating Partnership
|
(4,675)
|
(4,973)
|
298
|
6.0
|
Noncontrolling interest in discontinued operations
|
(306)
|
(43)
|
(263)
|
(611.6)
|
Preferred stock dividends
|
-
|
(1,000)
|
1,000
|
100.0
|
Net income available to common shareholders
|
$ 35,868
|
$ 33,062
|
$ 2,806
|
8.5%
|
Total
|
Same-Store
|
Acquired
|
||||
Company
|
Properties
|
Properties
|
||||
Dollar
|
Percent
|
Dollar
|
Percent
|
Dollar
|
Percent
|
|
(dollars in thousands)
|
Change
|
Change
|
Change
|
Change
|
Change
|
Change
|
Revenue from rental operations
|
||||||
and other:
|
||||||
Base rents
|
$ 1,582
|
0.5%
|
$ (23)
|
0.0%
|
$ 1,605
|
0.5%
|
Escalations and recoveries
|
||||||
from tenants
|
(9,991)
|
(19.6)
|
(9,991)
|
(19.6)
|
-
|
-
|
Other income
|
5,092
|
65.8
|
5,092
|
65.8
|
-
|
-
|
Total
|
$ (3,317)
|
(0.9)%
|
$ (4,922)
|
(1.4)%
|
$ 1,605
|
0.5%
|
Property expenses:
|
||||||
Real estate taxes
|
$ (1,125)
|
(2.3)%
|
$ (1,125)
|
(2.3)%
|
-
|
-
|
Utilities
|
(5,853)
|
(16.1)
|
(5,853)
|
(16.1)
|
-
|
-
|
Operating services
|
(4,164)
|
(7.1)
|
(4,164)
|
(7.1)
|
-
|
-
|
Total
|
$ (11,142)
|
(7.7)%
|
$ (11,142)
|
(7.7)%
|
-
|
-
|
OTHER DATA:
|
||||||
Number of Consolidated Properties
|
||||||
(excluding properties held for sale):
|
264
|
263
|
1
|
|||
Square feet (in thousands)
|
30,755
|
30,551
|
204
|
1)
|
$136.6 million provided by operating activities.
|
2)
|
$73.4 million used in investing activities, consisting primarily of the following:
|
(a)
|
$33.3 million used for additions to rental property and improvements; plus
|
(b)
|
$8.4 million used for the development of rental property; plus
|
(c)
|
$32.5 million used for investments in unconsolidated joint ventures; plus
|
(d)
|
$195 thousand increase in restricted cash; minus
|
(e)
|
$1 million from distributions in excess of cumulative earnings from unconsolidated joint ventures.
|
3)
|
$64.4 million used in financing activities, consisting primarily of the following:
|
(a)
|
$348 million used for repayments of revolving credit facility; plus
|
(b)
|
$221 million used for repayments of senior unsecured notes; plus
|
(c)
|
$90 million used for payments of dividends and distributions; plus
|
(d)
|
$4.7 million used for repayments of mortgages, loans payable and other obligations; minus
|
(e)
|
$302.5 million from borrowing from revolving credit facility; minus
|
(f)
|
$299.4 million from proceeds from senior unsecured notes.
|
Balance
|
Weighted Average
|
Weighted Average Maturity
|
|||
($000’s)
|
% of Total
|
Interest Rate (a)
|
in Years
|
||
Fixed Rate Unsecured Debt and
|
|||||
Other Obligations
|
$ 1,198,294
|
62.10%
|
5.70%
|
5.19
|
|
Fixed Rate Secured Debt
|
710,302
|
36.81%
|
7.51%
|
5.13
|
|
Variable Rate Secured Debt
|
11,000
|
0.57%
|
2.24%
|
0.50
|
|
Variable Rate Unsecured Debt
|
10,000
|
0.52%
|
1.50% (b)
|
3.31
|
|
Totals/Weighted Average:
|
$ 1,929,596
|
100.00%
|
6.32%
|
5.13
|
|
(a) The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.24 percent as of June 30, 2012.
|
|||||
(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, 2012.
|
Scheduled
|
Principal
|
Weighted Avg.
|
|||
Amortization
|
Maturities
|
Total
|
Interest Rate of
|
||
Period
|
($000’s)
|
($000’s)
|
($000’s)
|
Future Repayments (a)
|
|
July 1 to December 31, 2012
|
$ 5,548
|
$ 11,000
|
$ 16,548
|
4.06%
|
|
2013
|
11,315
|
119,118
|
130,433
|
5.17%
|
|
2014
|
10,468
|
335,257
|
345,725
|
6.82%
|
|
2015
|
8,941
|
160,000
|
168,941
|
5.17%
|
(b)
|
2016
|
8,753
|
273,120
|
281,873
|
7.16%
|
|
Thereafter
|
26,992
|
979,562
|
1,006,554
|
6.39%
|
|
Sub-total
|
72,017
|
1,878,057
|
1,950,074
|
||
Adjustment for unamortized debt
|
|||||
discount/premium and
|
|||||
mark-to-market, net, as of
|
|||||
June 30, 2012
|
(20,478)
|
-
|
(20,478)
|
||
Totals/Weighted Average
|
$ 51,539
|
$ 1,878,057
|
$1,929,596
|
6.32%
|
|
(a) The actual weighted average LIBOR rate for the Company’s outstanding variable rate debt was 0.24 percent as of June 30, 2012.
|
|||||
(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, 2012.
|
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
|
185.0
|
45.0
|
BBB- or Baa3
|
150.0
|
35.0
|
BBB or Baa2(current)
|
125.0
|
25.0
|
BBB+or Baa1
|
107.5
|
20.0
|
A-or A3 or higher
|
100.0
|
17.5
|
Common
|
Common
|
||
Stock
|
Units
|
Total
|
|
Outstanding at January 1, 2012
|
87,799,479
|
12,197,122
|
99,996,601
|
Common units redeemed for Common Stock
|
20,000
|
(20,000)
|
-
|
Cancellation of shares
|
(4,569)
|
(4,569)
|
|
Shares issued under Dividend Reinvestment
|
|||
and Stock Purchase Plan
|
4,368
|
4,368
|
|
Outstanding at June 30, 2012
|
87,819,278
|
12,177,122
|
99,996,400
|
Payments Due by Period
|
||||||||||||
Less than 1
|
1 – 3
|
4 – 5
|
6 – 10
|
After 10
|
||||||||
(dollars in thousands)
|
Total
|
Year
|
Years
|
Years
|
Years
|
Years
|
||||||
Senior unsecured notes
|
$ 1,594,163
|
$ 171,450
|
$ 479,425
|
$ 277,350
|
$ 665,938
|
-
|
||||||
Revolving credit facility (a)
|
10,500
|
150
|
300
|
10,050
|
-
|
-
|
||||||
Mortgages, loans payable
|
||||||||||||
and other obligations (b)
|
970,447
|
88,277
|
238,301
|
292,681
|
333,796
|
$ 17,392
|
||||||
Payments in lieu of taxes
|
||||||||||||
(PILOT)
|
43,549
|
4,407
|
13,222
|
8,815
|
17,105
|
-
|
||||||
Ground lease payments
|
17,961
|
359
|
1,099
|
568
|
1,162
|
14,773
|
||||||
Total
|
$ 2,636,620
|
$ 264,643
|
$ 732,347
|
$ 589,464
|
$1,018,001
|
$ 32,165
|
(a) Interest payments assume LIBOR rate of 0.25 percent, which is the weighted average rate on this outstanding variable rate debt at June 30, 2012.
|
(b) Interest payments assume LIBOR rate of 0.24 percent, which is the weighted average rate on its outstanding variable rate debt at June 30, 2012.
|
Three Months Ended
|
Six Months Ended
|
|||
June 30,
|
June 30,
|
|||
2012
|
2011
|
2012
|
2011
|
|
Net income available to common shareholders
|
$ 10,101
|
$17,333
|
$ 35,868
|
$33,062
|
Add: Noncontrolling interest in Operating Partnership
|
1,562
|
2,536
|
4,675
|
4,973
|
Noncontrolling interest in discontinued operations
|
(160)
|
24
|
306
|
43
|
Real estate-related depreciation and amortization on
|
||||
continuing operations (a)
|
48,925
|
48,816
|
97,655
|
97,490
|
Real estate-related depreciation and amortization
|
||||
on discontinued operations
|
13
|
422
|
428
|
863
|
Deduct: Discontinued operations – Realized (gains) losses and
|
||||
unrealized losses on disposition of rental property
|
1,634
|
-
|
(2,378)
|
-
|
Funds from operations available to common shareholders
|
$ 62,075
|
$ 69,131
|
$ 136,554
|
$ 136,431
|
(a) Includes the Company’s share from unconsolidated joint ventures of $996 and $1,083 for the three months ended June 30, 2012 and 2011, respectively, and $1,989 and $2,168 for the six months ended June 30, 2012 and 2011, respectively.
|
||||
·
|
risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our tenants;
|
·
|
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
|
·
|
the extent of any tenant bankruptcies or of any early lease terminations;
|
·
|
our ability to lease or re-lease space at current or anticipated rents;
|
·
|
changes in the supply of and demand for office, office/flex and industrial/warehouse properties;
|
·
|
changes in interest rate levels and volatility in the securities markets;
|
·
|
changes in operating costs;
|
·
|
our ability to obtain adequate insurance, including coverage for terrorist acts;
|
·
|
the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense;
|
·
|
changes in governmental regulation, tax rates and similar matters; and
|
·
|
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
June 30, 2012
|
||||||||||
Debt,
|
Fair
|
|||||||||
including current portion
($s in thousands)
|
7/1/12-
12/31/12
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Sub-total
|
Other (a)
|
Total
|
Value
|
Fixed Rate
|
$ 5,548
|
$130,433
|
$345,725
|
$158,941
|
$281,873
|
$1,006,554
|
$1,929,074
|
$(20,478)
|
$1,908,596
|
$2,082,311
|
Average Interest Rate
|
6.84%
|
5.17%
|
6.82%
|
5.40%
|
7.16%
|
6.39%
|
6.38%
|
|||
Variable Rate
|
$11,000
|
$ 10,000
|
$ 21,000
|
$ 21,000
|
$ 21,000
|
(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 25, 2012
|
By:
|
/s/ Mitchell E. Hersh
|
Mitchell E. Hersh
|
||
President and
|
||
Chief Executive Officer
|
||
(principal executive officer)
|
||
Date: July 25, 2012
|
By:
|
/s/ Barry Lefkowitz
|
Barry Lefkowitz
|
||
Executive Vice President and
|
||
Chief Financial Officer
|
||
(principal accounting officer and
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
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
|
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).
|
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
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).
|
||
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.22
|
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).
|
||
10.23
|
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).
|
||
10.24
|
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).
|
||
10.25
|
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).
|
||
10.26
|
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).
|
||
10.27
|
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).
|
||
10.28
|
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).
|
||
10.29
|
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).
|
||
10.30
|
First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Company and the Mack Group (filed as Exhibit 10.99 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
|
||
10.31
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.32
|
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).
|
||
10.33
|
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).
|
||
10.34
|
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).
|
||
10.35
|
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).
|
||
10.36
|
Deferred Compensation Plan for Directors (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-80081, and incorporated herein by reference).
|
||
10.37
|
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).
|
||
10.38
|
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).
|
||
10.39
|
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).
|
||
10.40
|
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).
|
||
10.41
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Alan S. Bernikow dated May 20, 2004 (filed as Exhibit 10.104 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.42
|
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).
|
||
10.43
|
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).
|
||
10.44
|
Indemnification Agreement by and between Mack-Cali Realty Corporation and Nathan Gantcher dated October 22, 2002 (filed as Exhibit 10.107 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
Exhibit
Number
|
Exhibit Title
|
||
10.45
|
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).
|
||
10.46
|
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).
|
||
10.47
|
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).
|
||
10.48
|
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).
|
||
10.49
|
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).
|
||
10.50
|
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).
|
||
10.51
|
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).
|
||
10.52
|
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).
|
||
10.53
|
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).
|
||
10.54
|
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).
|
||
10.55
|
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).
|
||
10.56
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.57
|
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).
|
||
10.58
|
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).
|
||
10.59
|
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).
|
||
10.60
|
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).
|
||
10.61
|
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).
|
||
10.62
|
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).
|
||
10.63
|
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).
|
||
10.64
|
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).
|
||
10.65
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.66
|
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).
|
||
10.67
|
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).
|
||
10.68
|
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).
|
||
10.69
|
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).
|
||
10.70
|
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).
|
||
10.71
|
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).
|
||
10.72
|
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).
|
||
10.73
|
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).
|
||
10.74
|
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).
|
||
10.75
|
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).
|
||
10.76
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.77
|
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).
|
||
10.78
|
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).
|
||
10.79
|
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).
|
||
10.80
|
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).
|
||
10.81
|
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).
|
||
10.82
|
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).
|
||
10.83
|
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).
|
||
10.84
|
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).
|
||
10.85
|
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).
|
||
10.86
|
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).
|
||
10.87
|
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).
|
||
10.88
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
10.89
|
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).
|
|
10.90
|
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).
|
|
10.91
|
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).
|
|
10.92
|
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).
|
|
10.93
|
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).
|
|
10.94
|
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).
|
|
10.95
|
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 New York Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008 (filed as Exhibit 10.133 to the Company’s Form 10-Q dated September 30, 2008 and incorporated herein by reference).
|
|
10.96
|
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).
|
|
10.97
|
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).
|
|
10.98
|
Amended and Restated Promissory Note of One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5 Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, as Borrowers, in favor of Gramercy Warehouse Funding I, LLC, as Lender, dated April 29, 2009 (filed as Exhibit 10.145 to the Company’s Form 10-Q dated March 31, 2009 and incorporated herein by reference).
|
Exhibit
Number
|
Exhibit Title
|
||
10.99
|
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).
|
||
10.100
|
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).
|
||
10.101
|
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).
|
||
10.102
|
Amended, Restated and Consolidated Mortgage and Security Agreement and Financing Statement dated as of January 15, 2010 by Mack-Cali Realty, L.P., as Borrower, to The Prudential Insurance Company of America and VPCM, LLC, as Mortgagees with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.165 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.103
|
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 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).
|
||
10.104
|
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 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).
|
||
10.105
|
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 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).
|
||
10.106
|
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).
|
||
10.107
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.108
|
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).
|
||
10.109
|
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).
|
||
10.110
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Realty, L.P. in favor of VPCM, LLC with respect to Mack-Cali Centre I in Bergen County, New Jersey (filed as Exhibit 10.173 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.111
|
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).
|
||
10.112
|
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).
|
||
10.113
|
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).
|
||
10.114
|
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).
|
||
10.115
|
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).
|
||
10.116
|
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).
|
||
10.117
|
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).
|
Exhibit
Number
|
Exhibit Title
|
||
10.118
|
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).
|
||
10.119
|
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).
|
||
10.120
|
Amended, Restated and Consolidated Promissory Note dated January 15, 2010 of Mack-Cali Chestnut Ridge, L.L.C. in favor of VPCM, LLC with respect to Mack-Cali Corp. Center in Bergen County, New Jersey (filed as Exhibit 10.183 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.121
|
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).
|
||
10.122
|
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).
|
||
10.123
|
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).
|
||
10.124
|
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 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).
|
||
10.125
|
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 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).
|
||
10.126
|
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 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).
|
||
10.127
|
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 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).
|
Exhibit
Number
|
Exhibit Title
|
||
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 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).
|
||
10.129
|
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 Realty, L.P. with respect to Mack-Cali Saddle River in Bergen County, New Jersey (filed as Exhibit 10.192 to the Company’s Form 10-Q dated September 30, 2010 and incorporated herein by reference).
|
||
10.130
|
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).
|
||
10.131
|
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 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).
|
||
10.132
|
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 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).
|
||
10.133
|
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 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).
|
||
10.134
|
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).
|
||
10.135
|
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).
|
||
10.136
|
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).
|
Exhibit
Number
|
Exhibit Title
|
|
10.137
|
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).
|
|
10.138
|
Form of Amended and Restated Limited Liability Company Agreement (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 5, 2011 and incorporated herein by reference).
|
|
10.139
|
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).
|
|
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, 2012 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 25, 2012
|
By:
|
/s/ Mitchell E. Hersh
|
|
Mitchell E. Hersh
|
|||
President and
|
|||
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 25, 2012
|
By:
|
/s/ Barry Lefkowitz
|
|
Barry Lefkowitz
|
|||
Executive Vice President and
|
|||
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 25, 2012
|
By:
|
/s/ Mitchell E. Hersh
|
|
Mitchell E. Hersh
|
|||
President and
|
|||
Chief Executive Officer
|
|||
Date: July 25, 2012
|
By:
|
/s/ Barry Lefkowitz
|
|
Barry Lefkowitz
|
|||
Executive Vice President and
|
|||
Chief Financial Officer
|
|||
Investments In Unconsolidated Joint Ventures (Plaza VIII And IX Associates, L.L.C.) (Details) (Plaza VIII & IX Associates [Member])
|
Jun. 30, 2012
|
---|---|
Plaza VIII & IX Associates [Member]
|
|
Schedule of Equity Method Investments [Line Items] | |
Percentage of interest in venture | 50.00% |
Senior Unsecured Notes (Summary Of Senior Unsecured Notes) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2012
|
Dec. 31, 2011
|
Jun. 30, 2012
5.250% Senior Unsecured Notes, Due January 15, 2012 [Member]
|
Dec. 31, 2011
5.250% Senior Unsecured Notes, Due January 15, 2012 [Member]
|
Jun. 30, 2012
6.150% Senior Unsecured Notes, Due December 15, 2012 [Member]
|
May 25, 2012
6.150% Senior Unsecured Notes, Due December 15, 2012 [Member]
|
Dec. 31, 2011
6.150% Senior Unsecured Notes, Due December 15, 2012 [Member]
|
Jun. 30, 2012
5.820% Senior Unsecured Notes, Due March 15, 2013 [Member]
|
May 25, 2012
5.820% Senior Unsecured Notes, Due March 15, 2013 [Member]
|
Dec. 31, 2011
5.820% Senior Unsecured Notes, Due March 15, 2013 [Member]
|
Jun. 30, 2012
4.600% Senior Unsecured Notes, Due June 15, 2013 [Member]
|
Dec. 31, 2011
4.600% Senior Unsecured Notes, Due June 15, 2013 [Member]
|
Jun. 30, 2012
5.125% Senior Unsecured Notes, Due February 15, 2014 [Member]
|
Dec. 31, 2011
5.125% Senior Unsecured Notes, Due February 15, 2014 [Member]
|
Jun. 30, 2012
5.125% Senior Unsecured Notes, Due January 15, 2015 [Member]
|
Dec. 31, 2011
5.125% Senior Unsecured Notes, Due January 15, 2015 [Member]
|
Jun. 30, 2012
5.800% Senior Unsecured Notes, Due January 15, 2016 [Member]
|
Dec. 31, 2011
5.800% Senior Unsecured Notes, Due January 15, 2016 [Member]
|
Jun. 30, 2012
7.750% Senior Unsecured Notes, Due August 15, 2019 [Member]
|
Dec. 31, 2011
7.750% Senior Unsecured Notes, Due August 15, 2019 [Member]
|
Jun. 30, 2012
4.500% Senior Unsecured Notes Due April 18, 2022 [Member]
|
|||||||||||||||||||||
Long-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Senior Unsecured Notes | $ 1,198,294,000 | $ 1,198,294,000 | $ 1,119,267,000 | $ 99,988,000 | [1] | $ 94,438,000 | [2] | $ 25,972,000 | [3] | $ 99,973,000 | $ 99,958,000 | $ 200,390,000 | $ 200,509,000 | $ 149,763,000 | $ 149,717,000 | $ 200,275,000 | $ 200,313,000 | $ 248,478,000 | $ 248,372,000 | $ 299,415,000 | ||||||||||||||||||||||
Effective Rate | 5.457% | [1],[4] | 6.894% | [2],[4] | 6.448% | [3],[4] | 4.742% | [4] | 5.11% | [4] | 5.297% | [4] | 5.806% | [4] | 8.017% | [4] | 4.612% | [4] | ||||||||||||||||||||||||
Interest rate of Senior Unsecured Notes | 5.25% | [1] | 6.15% | [2] | 5.82% | [3] | 4.60% | 5.125% | 5.125% | 5.80% | 7.75% | 4.50% | ||||||||||||||||||||||||||||||
Maturity date of the Senior Unsecured Notes | Jan. 15, 2012 | [1] | Dec. 15, 2012 | [2] | Mar. 15, 2013 | [3] | Jun. 15, 2013 | Feb. 15, 2014 | Jan. 15, 2015 | Jan. 15, 2016 | Aug. 15, 2019 | Apr. 18, 2022 | ||||||||||||||||||||||||||||||
Principal amount of Senior Unsecured Notes redeemed | 94,900,000 | 26,100,000 | ||||||||||||||||||||||||||||||||||||||||
Redemption price as percentage of principal | 103.19167% | 103.86859% | ||||||||||||||||||||||||||||||||||||||||
Redemption price of Senior Unsecured Notes | 100,500,000 | 27,400,000 | ||||||||||||||||||||||||||||||||||||||||
Loss from early extinguishment of debt | $ 4,415,000 | $ 4,415,000 | $ 3,300,000 | $ 1,100,000 | ||||||||||||||||||||||||||||||||||||||
|
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Restricted Stock Awards) (Details) (USD $)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2012
Restricted Stock [Member]
|
Jun. 30, 2011
Restricted Stock [Member]
|
|
Unvested restricted stock outstanding, beginning balance | 187,447 | 105,843 | 157,681 |
Shares, Vested | (81,604) | ||
Unvested restricted stock outstanding, ending balance | 105,843 | 105,843 | 157,681 |
Weighted-Average Grant-Date Fair Value, Outstanding beginning balance | $ 33.82 | ||
Weighted-Average Grant-Date Fair Value, Vested | $ 34.42 | ||
Weighted-Average Grant-Date fair value, Outstanding ending balance | $ 33.36 |
Unsecured Revolving Credit Facility (Narrative) (Details) (USD $)
|
6 Months Ended | 0 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2012
|
Dec. 31, 2011
|
Oct. 20, 2011
Previous Credit Facility [Member]
|
Jun. 30, 2012
Money Market Loan [Member]
|
Dec. 31, 2011
Money Market Loan [Member]
|
|
Line Of Credit Facility By Category [Line Items] | |||||
Number of lending institutions | 20 | ||||
Borrowing capacity under the credit facility | $ 600,000,000 | $ 775,000,000 | $ 75,000,000 | ||
Expandable borrowing capacity under the credit facility | 1,000,000,000 | ||||
Credit facility maturity date | Oct. 01, 2015 | ||||
Credit facility, extension period | 1 year | ||||
Credit facility fee, basis point | 20 | ||||
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 tangible net worth, 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 | $ 10,000,000 | $ 55,500,000 | $ 0 | $ 0 | |
Interest rate on outstanding borrowings | LIBOR plus 55 | ||||
Spread over LIBOR | 55 | ||||
Maturity period of the unsecured borrowing | 30 days or less |
Investments In Unconsolidated Joint Ventures (Stamford SM LLC) (Details) (USD $)
In Millions, unless otherwise specified |
0 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
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]
property
sqft
|
Jun. 30, 2012
Stamford SM LLC [Member]
|
Jun. 30, 2012
Mezz Loan [Member]
item
|
Feb. 17, 2012
Mezz Loan [Member]
|
|
Schedule of Equity Method Investments [Line Items] | ||||||
Area of office property, square feet | 1,700,000 | 1,670,000 | 70,500 | |||
Venture property acquisition cost | $ 40 | |||||
Mortgage loan face amount | 50.0 | |||||
Number of properties | 7 | |||||
Number of rental units | 106 | |||||
Mortgage loan carrying amount | 41.0 | |||||
Threshold of which excess proceeds are paid to another party | $ 47 | |||||
Spread over LIBOR | 325 | |||||
Previous maturity date of mortgage loan | Aug. 01, 2012 | |||||
Number of extension options | 2 | |||||
Mortgage loan, extension period | 1 year | |||||
Percentage of interest in venture | 80.00% | |||||
Third party ownership percentage | 20.00% | |||||
Mortgage loan scheduled to mature | Aug. 01, 2013 | |||||
Holding and distribution pattern under operating agreement | The operating agreement of Stamford SM provides, among other things, distributions of net available cash in accordance with its members' respective ownership percentages. The Company owns an 80 percent interest in the venture. The Company and the 20 percent member share equally decision-making on all major decisions involving the operations of the joint venture. |
Tenant Leases (Tables)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Tenant Leases [Abstract] | |
Future Minimum Rentals To Be Received Under Non-Cancelable Operating Leases |
Mack-Cali Realty Corporation Stockholders' Equity (Schedule Of Reconciliation Of Shares Used In Basic EPS Calculation To Shares Used In Diluted EPS Calculation) (Details)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Mack-Cali Realty Corporation Stockholders' Equity [Abstract] | ||||
Basic EPS shares | 87,817 | 86,936 | 87,808 | 84,953 |
Add: Operating Partnership - common units | 12,183 | 12,840 | 12,188 | 12,896 |
Stock options | 37 | 40 | ||
Restricted Stock Awards | 69 | 74 | 69 | 74 |
Diluted EPS Shares | 100,069 | 99,887 | 100,065 | 97,963 |
Mortgages, Loans Payable And Other Obligations (Narrative) (Details) (USD $)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
|
Mortgages Loans Payable And Other Obligations [Line Items] | |||
Number of properties with encumbered company mortgages | 31 | ||
Book value of encumbered properties | $ 919,100,000 | ||
Cash paid for interest | 61,144,000 | 58,664,000 | |
Interest capitalized | 536,000 | 753,000 | |
Total indebtedness | 1,929,596,000 | 1,914,215,000 | |
Total indebtedness, weighted average interest rate | 6.32% | 6.46% | |
Revolving Credit Facility Borrowing And Other Variable Rate Mortgage Debt [Member]
|
|||
Mortgages Loans Payable And Other Obligations [Line Items] | |||
Total indebtedness | 21,000,000 | 66,500,000 | |
Total indebtedness, weighted average interest rate | 1.89% | 1.77% | |
Fixed Rate Debt And Other Obligations [Member]
|
|||
Mortgages Loans Payable And Other Obligations [Line Items] | |||
Total indebtedness | $ 1,908,596,000 | $ 1,847,715,000 | |
Total indebtedness, weighted average interest rate | 6.37% | 6.63% |
Segment Reporting (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Total revenues | $ 178,462 | $ 179,168 | $ 361,442 | $ 363,381 | ||||||||||||||||||||||
Total operating and interest expenses | 115,062 | [1],[2] | 111,956 | [1],[3] | 225,372 | [1],[4] | 229,926 | [1],[5] | ||||||||||||||||||
Equity in earnings (loss) of unconsolidated joint ventures | 1,733 | 736 | 2,333 | 635 | ||||||||||||||||||||||
Net operating income | 65,133 | [2],[6] | 67,948 | [3],[6] | 138,403 | [4],[6] | 134,090 | [5],[6] | ||||||||||||||||||
Total assets | 4,270,207 | 4,270,207 | 4,295,759 | |||||||||||||||||||||||
Total long-lived assets | 4,019,224 | [7] | 4,019,224 | [7] | 4,036,923 | [7] | ||||||||||||||||||||
Depreciation and amortization | 47,991 | 47,846 | 95,813 | 95,553 | ||||||||||||||||||||||
Real Estate [Member]
|
||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Total revenues | 173,202 | 175,576 | 352,089 | 355,313 | ||||||||||||||||||||||
Total operating and interest expenses | 66,273 | [1] | 68,470 | [1] | 131,502 | [1] | 143,351 | [1] | ||||||||||||||||||
Equity in earnings (loss) of unconsolidated joint ventures | 1,733 | 736 | 2,333 | 635 | ||||||||||||||||||||||
Net operating income | 108,662 | [6] | 107,842 | [6] | 222,920 | [6] | 212,597 | [6] | ||||||||||||||||||
Total assets | 4,249,417 | 4,249,417 | 4,272,469 | |||||||||||||||||||||||
Total long-lived assets | 4,016,269 | [7] | 4,016,269 | [7] | 4,034,651 | [7] | ||||||||||||||||||||
Construction Services [Member]
|
||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Total revenues | 4,739 | 2,905 | 8,572 | 6,819 | ||||||||||||||||||||||
Total operating and interest expenses | 4,687 | [1] | 3,264 | [1] | 8,577 | [1] | 7,386 | [1] | ||||||||||||||||||
Net operating income | 52 | [6] | (359) | [6] | (5) | [6] | (567) | [6] | ||||||||||||||||||
Total assets | 8,063 | 8,063 | 7,022 | |||||||||||||||||||||||
Corporate & Other [Member]
|
||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Total revenues | 521 | [8] | 687 | [8] | 781 | [8] | 1,249 | [8] | ||||||||||||||||||
Total operating and interest expenses | 44,102 | [1],[8] | 40,222 | [1],[8] | 85,293 | [1],[8] | 79,189 | [1],[8] | ||||||||||||||||||
Net operating income | (43,581) | [6],[8] | (39,535) | [6],[8] | (84,512) | [6],[8] | (77,940) | [6],[8] | ||||||||||||||||||
Total assets | 12,727 | [8] | 12,727 | [8] | 16,268 | [8] | ||||||||||||||||||||
Total long-lived assets | $ 2,955 | [7],[8] | $ 2,955 | [7],[8] | $ 2,272 | [7],[8] | ||||||||||||||||||||
|
Investments In Unconsolidated Joint Ventures (Tables)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Investments In Unconsolidated Joint Ventures [Abstract] | |
Summary Of The Results Of Financial Position | |
Summary Of The Results Of Operations |
SUMMARIES OF UNCONSOLIDATED JOINT VENTURES The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the six months ended June 30, 2012 and 2011: (dollars in thousands)
|
Restricted Cash (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Restricted Cash [Abstract] | ||
Security deposits | $ 7,457 | $ 7,198 |
Escrow and other reserved funds | 13,361 | 13,518 |
Total restricted cash | $ 20,818 | $ 20,716 |
Investments In Unconsolidated Joint Ventures (Mack-Green-Gale LLC/Gramercy Agreement) (Details) (USD $)
|
0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 17, 2010
Gramercy Agreement [Member]
sqft
|
Apr. 29, 2009
Gramercy Agreement [Member]
|
Jun. 30, 2012
Gramercy Agreement [Member]
|
Jun. 30, 2011
Gramercy Agreement [Member]
|
Mar. 31, 2010
Gramercy Agreement [Member]
sqft
|
Mar. 31, 2009
Gramercy Agreement [Member]
|
Jun. 30, 2012
Gramercy Agreement [Member]
|
Jun. 30, 2011
Gramercy Agreement [Member]
|
Dec. 31, 2008
Gramercy Agreement [Member]
|
May 09, 2006
Mack-Green [Member]
|
Jun. 30, 2012
Mack-Green [Member]
|
Apr. 29, 2009
Mack-Green [Member]
|
Jun. 30, 2012
SL Green [Member]
|
Mar. 31, 2009
OPLP [Member]
|
Dec. 31, 2007
OPLP [Member]
|
May 09, 2006
OPLP [Member]
sqft
property
|
May 09, 2006
OPLP [Member]
Mack-Green [Member]
|
Jun. 30, 2012
Ten Operating Partnerships [Member]
Mack-Green [Member]
|
Jun. 30, 2012
Ten Operating Partnerships [Member]
SL Green [Member]
|
Jun. 30, 2012
Eight Operating Partnerships [Member]
Mack-Green [Member]
|
Jun. 30, 2012
Eight Operating Partnerships [Member]
SL Green [Member]
|
May 09, 2006
New Jersey [Member]
OPLP [Member]
sqft
property
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May 09, 2006
Michigan [Member]
OPLP [Member]
property
sqft
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Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||||
Percentage of interest in venture | 100.00% | 100.00% | 96.00% | ||||||||||||||||||||
Acquisition cost | $ 125,000,000 | ||||||||||||||||||||||
Mortgage loans, carrying amount | 90,300,000 | 276,300,000 | |||||||||||||||||||||
Mortgage finance on property obtained | 11,000,000 | ||||||||||||||||||||||
Number of properties | 6 | 4 | |||||||||||||||||||||
Mortgage loan, maturity date | May 2009 | May 2016 | |||||||||||||||||||||
Area of office property sold, square feet | 198,376 | 121,314 | 1,200,000 | ||||||||||||||||||||
Area of office property, square feet | 3,500,000 | 2,300,000 | |||||||||||||||||||||
Spread over LIBOR | 275 | 275 | |||||||||||||||||||||
Interest rate cap | 3.15% | ||||||||||||||||||||||
Venture sale of real estate | 13,900,000 | 83,500,000 | |||||||||||||||||||||
Management, leasing and other services fees | 112,000 | 113,000 | 237,000 | 274,000 | |||||||||||||||||||
Mortgage loans on real estate bearing weighted average fixed interest rate | 185,000,000 | ||||||||||||||||||||||
Weighted average fixed interest rate | 6.26% | ||||||||||||||||||||||
Repayments of debt | 26,800,000 | ||||||||||||||||||||||
Number of owned office properties | 25 | 17 | |||||||||||||||||||||
Number of properties sold | 1 | 8 | |||||||||||||||||||||
Venture gain (loss) on sale of real estate | (22,300,000) | ||||||||||||||||||||||
Profit sharing percentage | 50.00% | 50.00% | 99.00% | 1.00% | 1.00% | 99.00% | |||||||||||||||||
Impairment charge on property | $ 32,300,000 | ||||||||||||||||||||||
Sharing percent of amount realized | 50.00% | ||||||||||||||||||||||
Holding and distribution pattern under operating agreement | The Mack-Green operating agreement generally provided for profits and losses to be allocated as follows:99 percent of Mack-Green's share of the profits and losses from 10 specific OPLP Properties allocable to the Company and one percent allocable to SL Green;(ii) one percent of Mack-Green's share of the profits and losses from eight specific OPLP Properties and its minor interest in four office properties allocable to the Company and 99 percent allocable to SL Green; and(iii) 50 percent of all other profits and losses allocable to the Company and 50 percent allocable to SL Green. |
Noncontrolling Interests In Subsidiaries (Changes Of Noncontrolling Interests In Subsidiaries) (Details)
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6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
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Jul. 05, 2012
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Jan. 05, 2012
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Noncontrolling Interests In Subsidiaries [Abstract] | |||
Balance, Beginning | 12,197,122 | 12,177,122 | 12,197,122 |
Redemption of common units for shares of common stock | (20,000) | ||
Balance, Ending | 12,177,122 | 12,177,122 | 12,197,122 |
Significant Accounting Policies (Narrative) (Details) (USD $)
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3 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jun. 30, 2012
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Dec. 31, 2011
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Jun. 30, 2011
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Jun. 30, 2012
|
Jun. 30, 2011
|
Jul. 05, 2012
|
Jan. 05, 2012
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|
Significant Accounting Policies [Abstract] | |||||||
Capitalized development and construction salaries and other related costs | $ 770,000 | $ 909,000 | $ 1,570,000 | $ 1,979,000 | |||
Rental property in-progress | 34,862,000 | 37,069,000 | 34,862,000 | ||||
Maximum period after cessation of major construction activity that projects are considered complete | 1 year | ||||||
Amortization of deferred financing costs | 661,000 | 584,000 | 1,272,000 | 1,168,000 | |||
Deferred leasing costs | 1,060,000 | 982,000 | 2,156,000 | 2,036,000 | |||
Minimum percentage of REIT taxable income distributed to shareholders | 90.00% | ||||||
Common stock, shares outstanding | 87,819,278 | 87,799,479 | 87,819,278 | 87,819,863 | 87,800,047 | ||
Common units outstanding | 12,177,122 | 12,197,122 | 12,177,122 | 12,177,122 | 12,197,122 | ||
Distributions payable, record date | Jul. 05, 2012 | Jan. 05, 2012 | |||||
Common unit distributions per share | $ 0.45 | $ 0.45 | |||||
Common stock dividends and common unit distributions payable, date | Jul. 13, 2012 | Jan. 13, 2012 | |||||
Restricted stock expense | $ 579,000 | $ 690,000 | $ 1,393,000 | $ 1,380,000 |
Discontinued Operations (Summary Of Income From Discontinued Operations And Related Realized And Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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Discontinued Operations [Abstract] | ||||
Total revenues | $ 938 | $ 1,940 | $ 2,466 | $ 4,056 |
Operating and other expenses | (607) | (882) | (1,485) | (1,970) |
Depreciation and amortization | (13) | (422) | (428) | (863) |
Interest expense (net of interest income) | (447) | (428) | (894) | |
Income from discontinued operations before gains (losses) and unrealized losses on disposition of rental property | 318 | 189 | 125 | 329 |
Realized gains (losses) and unrealized losses on disposition of rental property, net | (1,634) | 2,378 | ||
Total discontinued operations, net | $ (1,316) | $ 189 | $ 2,503 | $ 329 |
Mack-Cali Realty Corporation Stockholders' Equity (Deferred Stock Compensation Plan For Directors) (Narrative) (Details)
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6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Dec. 31, 2011
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Mack-Cali Realty Corporation Stockholders' Equity [Abstract] | |||
Maximum percentage of retainer fee that directors may defer | 100.00% | ||
Deferred stock units earned | 8,392 | 6,385 | |
Deferred stock units outstanding | 106,512 | 98,009 |
Commitments And Contingencies (Narrative) (Details) (USD $)
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3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||||||
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
Harborside Plaza 4-A Agreement [Member]
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Jun. 30, 2011
Harborside Plaza 4-A Agreement [Member]
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Jun. 30, 2012
Harborside Plaza 4-A Agreement [Member]
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Jun. 30, 2011
Harborside Plaza 4-A Agreement [Member]
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Jun. 30, 2012
Harborside Plaza 5 Agreement [Member]
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Jun. 30, 2011
Harborside Plaza 5 Agreement [Member]
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Jun. 30, 2012
Harborside Plaza 5 Agreement [Member]
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Jun. 30, 2011
Harborside Plaza 5 Agreement [Member]
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Jun. 30, 2012
Property Lock-Ups [Member]
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Jun. 30, 2012
Property Lock-Ups Expired [Member]
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Dec. 31, 2011
Harborside Residential Project [Member]
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Dec. 31, 2011
Harborside Residential Project [Member]
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Jun. 30, 2012
Ironstate Development LLC [Member]
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Aug. 31, 2011
Wyndham [Member]
sqft
item
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Jun. 30, 2012
Wyndham [Member]
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Jun. 30, 2012
Wyndham [Member]
Land [Member]
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Jun. 30, 2012
Maximum [Member]
Wyndham [Member]
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Jun. 30, 2012
Minimum [Member]
Wyndham [Member]
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Commitments And Contingencies [Line Items] | ||||||||||||||||||||||
Project period | 20 years | 20 years | ||||||||||||||||||||
Percentage of PILOT on project costs | 2.00% | 2.00% | ||||||||||||||||||||
Total project costs | $ 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 | ||||||||||||||
Ground lease expense incurred | 102,000 | 102,000 | 203,000 | 203,000 | ||||||||||||||||||
Number of properties | 7 | 128 | ||||||||||||||||||||
Properties aggregate net book value | 130,000,000 | 1,700,000 | ||||||||||||||||||||
Expiration year | 2016 | |||||||||||||||||||||
Area of building, square feet | 203,000 | |||||||||||||||||||||
Lease term | 15 years 3 months | |||||||||||||||||||||
Number of lease extension options | 2 | |||||||||||||||||||||
Lease extension term | 10 years | 5 years | ||||||||||||||||||||
Delivery date to tenant | first quarter of 2013 | |||||||||||||||||||||
Total estimated costs of the project | 230,000,000 | 53,500,000 | ||||||||||||||||||||
Costs of the project incurred | $ 22,800,000 | $ 12,900,000 | ||||||||||||||||||||
Number of apartment units in each tower | 750 | 750 | ||||||||||||||||||||
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. | |||||||||||||||||||||
Percentage of interest in venture | 85.00% | 85.00% | ||||||||||||||||||||
Ownership percentage of third party venture | 15.00% | |||||||||||||||||||||
Capital credit receivable per square foot | 30 |
Investments In Unconsolidated Joint Ventures
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6 Months Ended |
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Jun. 30, 2012
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Investments In Unconsolidated Joint Ventures [Abstract] | |
Investments In Unconsolidated Joint Ventures | 3. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
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, material misrepresentations, and as otherwise indicated below.
PLAZA VIII AND IX ASSOCIATES, L.L.C. Plaza VIII and IX Associates, L.L.C. is a joint venture between the Company and Columbia Development Company, L.L.C. (“Columbia”), which owns land for future development, located on the Hudson River waterfront in Jersey City, New Jersey, adjacent to the Company’s Harborside Financial Center office complex. The Company and Columbia each hold a 50 percent interest in the venture. The venture owns undeveloped land currently used as a parking facility.
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 Financial Center, Jersey City, New Jersey. The Company owns a 50 percent interest in the venture.
The venture has a mortgage loan with a balance as of June 30, 2012 of $64.6 million collateralized by the hotel property. The loan carries an interest rate of 6.15 percent and matures in November 2016. The venture has a loan with a balance as of June 30, 2012 of $5.5 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 $5.5 million letter of credit in support of this loan, half of which is indemnified by Hyatt.
RED BANK CORPORATE PLAZA 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 had a $20.3 million loan with a commercial bank collateralized by the office property, which bore interest at a rate of the London Interbank Offered Rate (“LIBOR”) plus 125 basis points and was scheduled to mature in May 2011. In May 2011, the venture paid the lender $1.7 million and refinanced the remainder of the loan. The new loan, with a balance of $17.7 million at June 30, 2012, bears interest at a rate of LIBOR plus 300 basis points and matures on May 17, 2016. LIBOR was 0.24 percent at June 30, 2012. 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 performs management, leasing, and other services for the property owned by the joint venture and recognized $25,000 and $24,000 in fees for such services in the three months ended June 30, 2012 and 2011, respectively, and $50,000 and $48,000 for the six months ended June 30, 2012 and 2011, respectively.
MACK-GREEN-GALE LLC/GRAMERCY AGREEMENT On May 9, 2006, the Company entered into a joint venture, Mack-Green-Gale LLC and subsidiaries (“Mack‑Green”), with SL Green, pursuant to which Mack-Green held an approximate 96 percent interest in and acted as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OPLP”). The Company’s acquisition cost for its interest in Mack-Green was approximately $125 million, which was funded primarily through borrowing under the Company’s revolving credit facility. At the time, the OPLP owned 100 percent of entities (“Property Entities”) which owned 25 office properties (the “OPLP Properties”) which aggregated 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan). In December 2007, the OPLP sold its eight properties located in Troy, Michigan for $83.5 million. The venture recognized a loss of approximately $22.3 million from the sale.
As defined in the Mack-Green operating agreement, the Company shared decision-making equally with SL Green regarding: (i) all major decisions involving the operations of Mack-Green; and (ii) overall general partner responsibilities in operating the OPLP.
(i) 99 percent of Mack-Green’s share of the profits and losses from 10 specific OPLP Properties allocable to the Company and one percent allocable to SL Green; (ii) one percent of Mack-Green’s share of the profits and losses from eight specific OPLP Properties and its minor interest in four office properties allocable to the Company and 99 percent allocable to SL Green; and (iii) 50 percent of all other profits and losses allocable to the Company and 50 percent allocable to SL Green.
Substantially all of the OPLP Properties were encumbered by mortgage loans with an aggregate outstanding principal balance of $276.3 million at March 31, 2009. $185.0 million of the mortgage loans bore interest at a weighted average fixed interest rate of 6.26 percent per annum and matured at various times through May 2016.
Six of the OPLP Properties (the “Portfolio Properties”) were encumbered by $90.3 million of mortgage loans which bore interest at a floating rate of LIBOR plus 275 basis points per annum and were scheduled to mature in May 2009. The floating rate mortgage loans were provided to the six entities which owned the Portfolio Properties (collectively, the “Portfolio Entities”) by Gramercy, which was a related party of SL Green. Based on the venture’s anticipated holding period pertaining to the Portfolio Properties, the venture believed that the carrying amounts of these properties may not have been recoverable at December 31, 2008. Accordingly, as the venture determined that its carrying value of these properties exceeded the estimated fair value, it recorded an impairment charge of approximately $32.3 million as of December 31, 2008.
On April 29, 2009, the Company acquired the remaining interests in Mack-Green from SL Green. As a result, the Company owns 100 percent of Mack-Green. Additionally, on April 29, 2009, the mortgage loans with Gramercy on the Portfolio Properties (the “Gramercy Agreement”) were modified to provide for, among other things, interest to accrue at the current rate of LIBOR plus 275 basis points per annum, with the interest pay rate capped at 3.15 percent per annum. Under the Gramercy Agreement, the payment of debt service is subordinate to the payment of operating expenses. Interest at the pay rate is payable only out of funds generated by the Portfolio Properties and only to the extent that the Portfolio Properties’ operating expenses have been paid, with any accrued unpaid interest above the pay rate serving to increase the balance of the amounts due at the termination of the agreement. Any excess funds after payment of debt service generally will be escrowed and available for future capital and leasing costs, as well as to cover future cash flow shortfalls, as appropriate. The Gramercy Agreement was scheduled to terminate on May 9, 2011. Approximately six months in advance of the end of the term of the Gramercy Agreement, the Portfolio Entities are to provide estimates of each property’s fair market value (“FMV”). Gramercy has the right to accept or reject the FMV. If Gramercy rejects the FMV, Gramercy must market the property for sale in cooperation with the Portfolio Entities and must approve the ultimate sale. However, Gramercy has no obligation to market a Portfolio Property if the FMV is less than the allocated amount due, including accrued, unpaid interest. If any Portfolio Property is not sold, the Portfolio Entities have agreed to give a deed in lieu of foreclosure, unless the FMV was equal to or greater than the allocated amount due for such Portfolio Property, in which case they can elect to have that Portfolio Property released by paying the FMV. If Gramercy accepts the FMV, the Portfolio Property will be released from the Gramercy Agreement upon payment of the FMV. Under the direction of Gramercy, the Company continues to perform management, leasing, and construction services for the Portfolio Properties at market terms. The Portfolio Entities have a participation interest which provides for sharing 50 percent of any amount realized in excess of the allocated amounts due for each Portfolio Property. On November 5, 2010, the Portfolio Entities that owned the remaining four unconsolidated Portfolio Properties provided estimates of the properties’ fair market values to Gramercy, pursuant to the Gramercy Agreement. The Gramercy Agreement has a maturity date of September 28, 2012.
As the Company acquired SL Green’s interests in Mack-Green, the Company owns 100 percent of Mack-Green and is consolidating Mack-Green as of the closing date. Mack-Green, in turn, has been and will continue consolidating the OPLP as Mack-Green’s approximate 96 percent, general partner ownership interest in the OPLP remained unchanged as of the closing date. Additionally, as of the closing date, the OPLP continues to consolidate its Property Entities not subject to the Gramercy Agreement, as its 100-percent ownership and rights regarding these entities were unchanged in the transaction. The OPLP does not consolidate the Portfolio Entities subject to the Gramercy Agreement, as the Gramercy Agreement is considered a reconsideration event under the provisions of ASC 810, Consolidation, and accordingly, the Portfolio Entities were deemed to be variable interest entities for which the OPLP was not considered the primary beneficiary based on the Gramercy Agreement as described above. As a result of the SLG Transactions, the Company has an unconsolidated joint venture interest in the Portfolio Properties.
On March 31, 2010, the venture sold one of its unconsolidated Portfolio Properties subject to the Gramercy Agreement, 1280 Wall Street West, a 121,314 square foot office property, located in Lyndhurst, New Jersey, for approximately $13.9 million, which was primarily used to pay down mortgage loans pursuant to the Gramercy Agreement.
On December 17, 2010, the venture repaid the $26.8 million allocated loan amount of one of the unconsolidated Portfolio Properties which was subject to the Gramercy Agreement, One Grande Commons, a 198,376 square foot office property, located in Bridgewater, New Jersey. Concurrent with the repayment, the venture placed $11 million mortgage financing on the property obtained from a bank. As a result of the repayment of the existing mortgage loan, the venture, which is consolidated by the Company, obtained a controlling interest and is consolidating the office property.
The Company performs management, leasing, and construction services for properties owned by the unconsolidated joint ventures and recognized $112,000 and $113,000 in income for such services in the three months ended June 30, 2012 and 2011, respectively, and $237,000 and $274,000 in income for the six months ended June 30, 2012 and 2011, respectively.
12 VREELAND ASSOCIATES, L.L.C. On September 8, 2006, the Company entered into a joint venture to form M-C Vreeland, LLC (“M‑C Vreeland”), for the sole purpose of acquiring 50 percent membership interest in 12 Vreeland Associates, L.L.C., an entity owning an office property located at 12 Vreeland Road, Florham Park, New Jersey.
The operating agreement of M-C Vreeland provides, among other things, for the Participation Rights (see Note 15: Noncontrolling Interests in Subsidiaries – Participation Rights).
The office property at 12 Vreeland is a 139,750 square foot office building. The property had a fully‑amortizing mortgage loan, the balance of which was fully satisfied at maturity on July 1, 2012.
Under the operating agreement of 12 Vreeland Associates, L.L.C., M-C Vreeland has a 50 percent interest, with S/K Florham Park Associates, L.L.C. (the managing member) and its affiliate holding the other 50 percent.
BOSTON-DOWNTOWN CROSSING In October 2006, the Company entered into a joint venture with affiliates of Vornado Realty LP (“Vornado”) and JP Morgan Chase Bank (“JPM”) 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.
The venture acquired the Filenes Property on January 29, 2007, for approximately $100 million.
Distributions will generally be in proportion to its members’ respective ownership interests and, depending upon the development unit, promotes will be available to specified partners after the achievement of certain internal rates of return ranging from 10 to 15 percent.
The joint venture has suspended its plans for the development of the Filenes Property. The venture recorded an impairment charge of approximately $69.5 million on its development project in 2008.
On May 15, 2012, the Company and JPM granted Vornado an option to purchase their interest for $45 million, subject to certain conditions, through May 16, 2013.
GALE JEFFERSON, L.L.C. On August 22, 2007, the Company entered into a joint venture with a Gale Affiliate to form M-C Jefferson, L.L.C. (“M-C Jefferson”) for the sole purpose of acquiring an 8.33 percent indirect interest in One Jefferson Road LLC (“One Jefferson”), which developed and placed in service a 100,010 square foot office property at One Jefferson Road, Parsippany, New Jersey, (“the Jefferson Property”). The property has been fully leased to a single tenant starting in 2010 through August 2025.
The operating agreement of M-C Jefferson provides, among other things, for the Participation Rights (see Note 15: Noncontrolling Interests in Subsidiaries – Participation Rights). The operating agreements of Gale Jefferson, L.L.C. (“Gale Jefferson”), which is owned 33.33 percent by M-C Jefferson and 66.67 percent by the Hampshire Generational Fund, L.L.C. (“Hampshire”) provides, among other things, for the distribution of net cash flow, first, in accordance with its member’s respective interests until each member is provided, as a result of such distributions, with an annual 12 percent compound return on the Member’s Capital Contributions, as defined in the operating agreement and secondly, 50 percent to each of the Company and Hampshire.
One Jefferson had a loan in the amount of $21 million, bearing interest at a rate of LIBOR plus 160 basis points, which was repaid on October 24, 2011. On October 24, 2011, One Jefferson obtained a new loan in the amount of $20.2 million, which bears interest at a rate of one-month LIBOR plus 160 basis points and matures on October 24, 2012 with a one year extension option, subject to the payment of a fee and certain other conditions.
The Company performs management, leasing, and other services for Gale Jefferson and recognized $48,000 and $40,000 in income for such services in the three months ended June 30, 2012 and 2011, respectively, and $96,000 and $79,000 in income for the six months ended June 30, 2012 and 2011, respectively.
STAMFORD SM LLC On February 17, 2012, the Company entered into a joint venture to form Stamford SM L.L.C. (“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 premier 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 $41 million as of June 30, 2012. 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 2012 with two one-year extension options, subject to certain conditions. On June 27, 2012, the borrowers of the Mezz Loan notified Stamford SM of their election to exercise the first extension option to extend the maturity date to August 2013, the approval of which is subject to the satisfaction of the extension conditions pursuant to the Mezz Loan agreement.
The operating agreement of Stamford SM provides, among other things, distributions of net available cash in accordance with its members’ respective ownership percentages. The Company owns an 80 percent interest in the venture. The Company and the 20 percent member share equally decision-making on all major decisions involving the operations of the joint venture.
SUMMARIES OF UNCONSOLIDATED JOINT VENTURES 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, 2012 and December 31, 2011: (dollars in thousands)
SUMMARIES OF UNCONSOLIDATED JOINT VENTURES The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the three months ended June 30, 2012 and 2011: (dollars in thousands)
SUMMARIES OF UNCONSOLIDATED JOINT VENTURES The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the six months ended June 30, 2012 and 2011: (dollars in thousands)
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Commitments And Contingencies (Future Minimum Rental Payments Of Ground Leases) (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
---|---|
Commitments And Contingencies [Abstract] | |
July 1 through December 31, 2012 | $ 183 |
2013 | 351 |
2014 | 367 |
2015 | 371 |
2016 | 371 |
2017 through 2084 | 16,318 |
Total | $ 17,961 |