10-K 1 form10kcorp.htm MACK-CALI REALTY CORP. - 10-K form10kcorp.htm
 
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2015
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
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)  
(IRS 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)

Securities registered pursuant to Section 12(b) of the Act:

 
(Title of Each Class)  (Name of Each Exchange on Which Registered)
 
Common Stock, $0.01 par value     
 
New York Stock Exchange
 
                                                                                                   
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes X No ___

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ___ No X

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.  [ X  ]

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 June 30, 2015, the aggregate market value of the voting stock held by non-affiliates of the registrant was $1,613,161,608.  The aggregate market value was computed with reference to the closing price on the New York Stock Exchange on such date.  This calculation does not reflect a determination that persons are affiliates for any other purpose.  The registrant has no non-voting common stock.

As of February 22, 2016, 89,594,391 shares of common stock, $0.01 par value, of the Company (“Common Stock”) were outstanding.

LOCATION OF EXHIBIT INDEX:  The index of exhibits is contained herein on page number 117.

DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the registrant’s definitive proxy statement for fiscal year ended December 31, 2015 to be issued in conjunction with the registrant’s annual meeting of shareholders expected to be held on June 1, 2016 are incorporated by reference in Part III of this Form 10-K.  The definitive proxy statement will be filed by the registrant with the SEC not later than 120 days from the end of the registrant’s fiscal year ended December 31, 2015.
 


 
 

 


 
       
       
FORM 10-K
     
       
Table of Contents
   
       
PART I
   
Page No.
Item 1
 
Business
3
Item 1A
 
Risk Factors
10
Item 1B
 
Unresolved Staff Comments
20
Item 2
 
Properties
21
Item 3
 
Legal Proceedings
35
Item 4
 
Mine Safety Disclosures
35
       
PART II
     
Item 5
 
Market for Registrant’s Common Equity, Related Stockholder Matters
 
   
and Issuer Purchases of Equity Securities
36
Item 6
 
Selected Financial Data
39
Item 7
 
Management’s Discussion and Analysis of Financial Condition and
 
   
Results of Operations
40
Item 7A
 
Quantitative and Qualitative Disclosures About Market Risk
61
Item 8
 
Financial Statements and Supplementary Data
62
Item 9
 
Changes in and Disagreements with Accountants on Accounting and
 
   
Financial Disclosure
62
Item 9A
 
Controls and Procedures
62
Item 9B
 
Other Information
63
       
PART III
     
Item 10
 
Directors, Executive Officers and Corporate Governance
64
Item 11
 
Executive Compensation
64
Item 12
 
Security Ownership of Certain Beneficial Owners and Management
 
   
and Related Stockholder Matters
64
Item 13
 
Certain Relationships and Related Transactions, and Director Independence
64
Item 14
 
Principal Accounting Fees and Services
64
       
PART IV
     
Item 15
 
Exhibits and Financial Statement Schedules
65
       
SIGNATURES
   
115
       
EXHIBIT INDEX
 
117
       
       

 

 
2

 

PART I

ITEM 1.                 BUSINESS

GENERAL
Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (collectively the “Company”), is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) that owns and operates a real estate portfolio comprised predominantly of Class A office and office/flex properties located primarily in the Northeast with a recent emphasis on expansion into the multi-family rental sector in the same markets.  The Company performs substantially all real estate leasing, management, acquisition, development and construction services on an in-house basis.  Mack-Cali Realty Corporation was incorporated on May 24, 1994.  The Company’s executive offices are located at 343 Thornall Street, Edison, New Jersey 08837-2206, and its telephone number is (732) 590-1000.  The Company has an internet website at www.mack-cali.com.

As of December 31, 2015, the Company owned or had interests in 275 properties, consisting of 147 office and 109 flex properties, totaling approximately 29.9 million square feet, leased to approximately 1,900 commercial tenants and 19 multi-family rental properties containing 5,644 residential units, plus developable land (collectively, the “Properties”).  The Properties are comprised of: (a) 223 wholly-owned or Company-controlled properties consisting of 111 office buildings and 106 flex buildings aggregating approximately 24.2 million square feet and six multi-family properties totaling 1,301 apartments, (collectively, the “Consolidated Properties”); and (b) 36 office properties totaling approximately 5.6 million square feet, 13 multi-family properties totaling 4,343 apartments, two retail properties totaling 81,700 square feet and a 350-room hotel, which are owned by unconsolidated joint ventures in which the Company has investment interests.  Unless otherwise indicated, all references to square feet represent net rentable area.  As of December 31, 2015, the office and flex properties included in the Consolidated Properties were 86.2 percent leased.  Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future, and leases that expire at the period end date.  Leases that expired as of December 31, 2015 aggregate 69,522 square feet, or 0.3 percent of the net rentable square footage.  The Properties are located in seven states, primarily in the Northeast, and the District of Columbia.  See Item 2: Properties.

On June 3, 2015, Mitchell E. Rudin joined the Company as its Chief Executive Officer and Michael J. DeMarco joined the Company as its President and Chief Operating Officer.  The Company’s new management team assessed the Company’s historical strategy of focusing its operations, acquisition and development of office properties in high-barrier-to-entry markets and sub-markets where it believes it is, or can become, a significant and preferred owner and operator.  In September 2015, the Company announced a three-year strategic initiative to transform into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties. In furtherance of this strategy, the Company has commenced a comprehensive review of its portfolio and operations and is developing a business strategy that focuses on reshaping its portfolio over time.  As part of this plan, the Company anticipates that it may dispose of a significant portion of its properties that do not meet its long-term goals, and, in September 2015, compiled a list of its properties that it considers as non-core to its ongoing operations.  Specifically, the Company considers a non-core property to have one or more of the following attributes:  (1) assets that do not offer an opportunity to create a competitive advantage; (2) assets that produce a low cash yield; (3) assets which have physical attributes that constrain their market competitiveness; and (4) assets located in low growth markets.  The Company believes that the potential sales of these non-core properties over time would result in total estimated sales proceeds ranging from approximately $600 million to $800 million. 

The Company believes that its Properties have excellent locations and access and are well-maintained and professionally managed.  As a result, the Company believes that its Properties attract high quality tenants and residents, and achieve high rental, occupancy and tenant retention rates within their markets.  The Company also believes that its extensive market knowledge provides it with a significant competitive advantage, which is further enhanced by its strong reputation for, and emphasis on, delivering highly responsive, professional management services.
 
BUSINESS STRATEGIES
Operations
Reputation: The Company has established a reputation as a highly-regarded landlord with an emphasis on delivering quality customer service in buildings it owns and/or manages.  The Company believes that its continued success depends in part on enhancing its reputation as an operator of choice, which will facilitate the retention of current tenants and residents and the attraction of new tenants and residents.  The Company believes it provides a superior level of service to its customers, which should in turn, allow the Company to maintain occupancy rates, at or above market levels, as well as improve tenant retention.
 
 
 
 
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Communication with tenants: The Company emphasizes frequent communication with its customers to ensure first-class service to the Properties.  Property management personnel generally are located on site at the Properties to provide convenient access to management and to ensure that the Properties are well-maintained.  Property management’s primary responsibility is to ensure that buildings are operated at peak efficiency in order to meet both the Company’s and tenants’ needs and expectations.  Property management personnel additionally budget and oversee capital improvements and building system upgrades to enhance the Properties’ competitive advantages in their respective markets and to maintain the quality of the Properties.

The Company’s in-house leasing representatives for its office portfolio develop and maintain long-term relationships with the Company’s diverse tenant base and coordinate leasing, expansion, relocation and build-to-suit opportunities.  This approach allows the Company to offer office space in the appropriate size and location to current or prospective tenants in any of its sub-markets.

The Company’s in-house multi-family rental management team emphasizes meticulous attention to detail and an unwavering commitment to customer service to complement the quality, design excellence and luxury living attributes of its multi-family rental properties.  The Company believes this strategy will enable the Company to buttress management’s reputation with the market-leading designs, amenities and features of its multi-family rental properties to attract quality residents.

Portfolio Management: The Company plans to continue to own and operate a portfolio of office and office/flex properties in high-barrier-to-entry markets, with a primary focus in the Northeast.  The Company also expects to continue to complement its core portfolio of office and office/flex properties by pursuing acquisition and development opportunities in the multi-family rental sector. The Company’s primary objectives are to maximize operating cash flow and to enhance the value of its portfolio through effective management, acquisition, development and property sales strategies.

The Company seeks to maximize the value of its existing office and office/flex portfolio through implementing operating strategies designed to produce the highest effective rental and occupancy rates and lowest tenant installation costs within the markets that it operates, and further within the parameters of those markets.  The Company continues to pursue internal growth through leasing vacant space, re-leasing space at the highest possible effective rents in light of current market conditions with contractual rent increases and developing or redeveloping office space for its diverse base of high credit quality tenants, including Daiichi Sankyo, Bank of Tokyo-Mitsubishi FUJI Ltd and The United States of America - GSA.  In addition, the Company seeks economies of scale through volume discounts to take advantage of its size and dominance in particular sub-markets, and operating efficiencies through the use of in-house management, leasing, marketing, financing, accounting, legal, development and construction services.

The Company continually reviews its portfolio and opportunities to divest office and office/flex properties that, among other things, no longer meet its long-term strategy, have reached their potential, are less efficient to operate or can be sold at attractive prices when market conditions are favorable.  The Company anticipates redeploying the proceeds from sales of office and office/flex properties to develop, redevelop and acquire multi-family rental properties, as well as reposition certain office properties into multi-family/mixed use properties, in its core Northeast sub-markets as part of its overall strategy to reposition its portfolio from office and office/flex to a mix of office, office/flex and multi-family rental properties.

The Company believes that the opportunity to invest in multi-family development properties at higher returns on cost will position the Company to potentially produce higher levels of net operating income than if the Company were to only purchase stabilized multi-family properties at market returns.  The Company anticipates that it will be several years before its multi-family development projects are income-producing.  The Company believes that the transition to a company with a greater proportion of its properties in the multi-family residential sector will ultimately result in the creation of greater shareholder value than remaining a primarily suburban commercial office company, in part due to the lower capitalization rates associated with the multi-family sector.

Acquisitions: The Company also believes that growth opportunities exist through acquiring operating properties or properties for redevelopment with attractive returns in its core Northeast sub-markets where, based on its expertise in leasing, managing and operating properties, it believes it is, or can become, a significant and preferred owner and operator.  The Company intends either directly or through joint ventures to acquire, invest in or redevelop additional properties, that: (i) are expected to provide attractive long-term yields; (ii) are well-located, of high quality and competitive in their respective sub-markets; (iii) are located in its existing sub-markets or in sub-markets in which the Company is or can become a significant and preferred owner and operator; and (iv) it believes have been under-managed or are otherwise capable of improved performance through intensive management, capital improvements and/or leasing that should result in increased effective rental and occupancy rates.

The Company has entered into and may continue in the future to enter into joint ventures (including limited liability companies and partnerships) through which it would own an indirect economic interest of less than 100 percent of a property owned directly by such joint ventures, and may include joint ventures that the Company does not control or manage, especially in connection with its expansion into the multi-family rental sector. The decision to pursue property acquisitions either directly or through joint ventures is based on a variety of factors and considerations, including: (i) the economic and tax terms required by a seller or co-developer of a property; (ii) the Company’s desire to diversify its portfolio by expanding into the multi-family rental sector and achieve a blended portfolio of office and multi-family rental properties by market and sub-market; (iii) the Company’s goal of maintaining a strong balance sheet; and (iv) the Company’s expectation that, in some circumstances, it will be able to achieve higher returns on its invested capital or reduce its risk if a joint venture vehicle is used.  Investments in joint ventures are not limited to a specified percentage of the Company’s assets.  Each joint venture agreement is individually negotiated, and the Company’s ability to operate and/or dispose of its interests in a joint venture in its sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.  Many of the Company’s joint venture agreements entitle it to receive leasing, management, development and similar fees and/or a promoted interest if certain return thresholds are met.  See Note 4: Investments in Unconsolidated Joint Ventures – to the Company’s Financial Statements.
 
 
 
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Development: The Company seeks to selectively develop additional properties either directly or through joint ventures where it believes such development will result in a favorable risk-adjusted return on investment in coordination with the above operating strategies.  The Company identifies development opportunities primarily through its local market presence.  Such development primarily will occur:  (i) in stable core Northeast sub-markets where the demand for such space exceeds available supply; and (ii) where the Company is, or can become, a significant and preferred owner and operator.  As part of the Company’s strategy to expand its multi-family rental portfolio, the Company may consider development opportunities with respect to improved land with existing commercial uses and seek to rezone the sites for multi-family rental use and development.  As a result of competitive market conditions for land suitable for development, the Company may be required to hold land prior to construction for extended periods while entitlements or rezoning is obtained.  The Company also may undertake repositioning opportunities that may require the expenditure of significant amounts of capital.

Property Sales: While management’s principal intention is to own and operate its properties on a long-term basis, it periodically assesses the attributes of each of its properties, with a particular focus on the supply and demand fundamentals of the sub-markets in which they are located.  As a result of this assessment during 2015, the Company has identified non-core office properties that it may sell over time for total estimated sales proceeds that it believes may be between approximately $600 million and $800 million.  The Company continually reviews its portfolio and opportunities to divest properties that, among other things, no longer meet its long-term strategy, have reached their potential, are less efficient to operate, or can be sold at attractive prices when market conditions are favorable.

Financial
The Company currently intends to maintain a ratio of debt-to-undepreciated assets (total debt of the Company as a percentage of total undepreciated assets) of 50 percent or less, however there can be no assurance that the Company will be successful in maintaining this ratio.  As of December 31, 2015 and 2014, the Company’s total debt constituted approximately 39.0 percent and 37.3 percent of total undepreciated assets of the Company, respectively.  Although there is no limit in the Company’s organizational documents on the amount of indebtedness that the Company may incur, the Company has entered into certain financial agreements which contain covenants that limit the Company’s ability to incur indebtedness under certain circumstances.  The Company intends to utilize the most appropriate sources of capital for future acquisitions, development, capital improvements and other investments, which may include funds from operating activities, proceeds from property and land sales, joint venture capital, and short-term and long-term borrowings (including draws on the Company’s revolving credit facility), and the issuance of additional debt or equity securities.

EMPLOYEES

As of December 31, 2015, the Company had approximately 530 full-time employees.

COMPETITION

The leasing of real estate is highly competitive.  The Properties compete for tenants and residents with lessors and developers of similar properties located in their respective markets primarily on the basis of location, the quality of properties, leasing terms (including rent and other charges and allowances for tenant improvements), services or amenities provided, the design and condition of the Properties, and reputation as an owner and operator of quality properties in the relevant markets.  Additionally, the number of competitive multi-family rental properties in a particular area could have a material effect on the Company’s ability to lease residential units and on rents charged.  In addition, other forms of multi-family rental properties or single family housing provide alternatives to potential residents of multi-family properties.  The Company competes with other entities, some of which may have significant resources or who may be willing to accept lower returns or pay higher prices than the Company in terms of acquisition and development opportunities.  The Company also experiences competition when attempting to acquire or dispose of real estate, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension trusts, trust funds, partnerships, individual investors and others. 
 
 
 
5

 

 
REGULATIONS

Many laws and governmental regulations apply to the ownership and/or operation of the Properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently.

Under various laws and regulations relating to the protection of the environment and human health, an owner of real estate may be held liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property.  These laws often impose liability without regard to whether the owner was responsible for, or even knew of, the presence of such substances.  The presence of such substances may adversely affect the owner’s ability to rent or sell the property or to borrow using such property as collateral and may expose it to liability resulting from any release of, or exposure to, such substances.  Persons who arrange for the disposal or treatment of hazardous or toxic substances at another location may also be liable for the costs of re­moval or remediation of such substances at the disposal or treatment facility, whether or not such facility is owned or operated by such person.  Certain environmental laws impose liability for the release of asbestos-containing materials into the air, and third parties may also seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials and other hazardous or toxic substances.

In connection with the ownership (direct or indirect), operation, management and development of real properties, the Company may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental penalties and injuries to persons and property.

There can be no assurance that (i) future laws, ordinances or regulations will not impose any material environmental liability, (ii) the current environmental condition of the Properties will not be affected by tenants, by the condition of land or operations in the vicinity of the Properties (such as the presence of underground storage tanks), or by third parties unrelated to the Company, or (iii) the Company’s assessments reveal all environmental liabilities and that there are no material environmental liabilities of which the Company is aware.  If compliance with the various laws and regulations, now existing or hereafter adopted, exceeds the Company’s budgets for such items, the Company’s ability to make expected distributions to stockholders could be adversely affected.

There are no other laws or regulations which have a material effect on the Company’s operations, other than typical federal, state and local laws affecting the development and operation of real property, such as zoning laws.

INDUSTRY SEGMENTS

The Company operates in three industry segments:  (i) commercial and other real estate, (ii) multi-family real estate, and (iii) multi-family services.  As of December 31, 2015, the Company does not have any foreign operations and its business is not seasonal.  Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments.

SIGNIFICANT TENANTS

As of December 31, 2015, no tenant accounted for more than 10 percent of the Company’s consolidated revenues.

RECENT DEVELOPMENTS
 
Acquisitions
On December 23, 2015, the Company acquired a vacant 147,241 square-foot office property located in the Mack-Cali Business Campus in Parsippany, New Jersey, for approximately $10.3 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.  This property is currently in redevelopment by the Company.


 
6

 

On November 12, 2015, the Company acquired a 196,128 square-foot, 95.6 percent leased office property adjacent to an existing Mack-Cali property located in Edison, New Jersey, for approximately $53.1 million, which was funded primarily through borrowings under the Company’s unsecured revolving credit facility.

Dispositions
On June 26, 2015, the Company sold its 203,506 square foot office property located at 14 Sylvan Way in Parsippany, New Jersey for net sales proceeds of approximately $80 million, with a gain of approximately $24.7 million from the sale.

Impairments on Properties Held and Used
In September 2015, the Company announced a three-year strategic initiative to transform the Company into a more concentrated owner of New Jersey Hudson River waterfront and transit-oriented office properties and a regional owner of luxury multi-family residential properties.  In connection with the transformation of the Company’s portfolio, management began developing a disposition plan in September 2015, which will be an ongoing assessment process.  Through this plan, the Company, in the coming years, expects to dispose of primarily office properties considered non-core to its ongoing operations.  As a result, at September 30, 2015, the Company evaluated the recoverability of the carrying values of these non-core properties, and determined that due to the shortening of the expected periods of ownership, it was necessary to reduce the carrying values of 22 rental properties to their estimated fair values.  Accordingly, the Company recorded an impairment charge of $158.6 million at September 30, 2015 reducing the aggregate carrying values of these properties from $554.3 million to their estimated fair values of $395.7 million.  At December 31, 2015, as a result of its periodic evaluation of the recoverability of the carrying values resulting from its ongoing assessment of non-core properties, the Company recorded an additional impairment charge of $33.7 million.

Four of the Company’s office properties are collateral for a mortgage loan that matured on August 11, 2014, with a principal balance of $63.3 million as of December 31, 2015.  The loan was not repaid at maturity and the Company is in discussions with the lender regarding potential options in satisfaction of the obligation (see Note 10: Mortgages, Loans Payable and Other Obligations).   As of September 30, 2015, the Company estimated that the carrying value of three of these properties, aggregating 479,877 square feet and located in Roseland and Parsippany, New Jersey, may not be recoverable over their anticipated holding periods.  In order to reduce the carrying values of the properties to their estimated fair values, the Company recorded impairment charges of $5.6 million at September 30, 2015, which resulted from the current decline in leasing activity and market rents of the properties identified.   The Company had previously recorded impairment charges on these properties at September 30, 2013 of $12.5 million.

Development Activity
On October 6, 2015, the Company entered into a joint venture partnership with XS Port Imperial Hotel, LLC (“XS”) to form XS Hotel Urban Renewal Associates LLC (“XS Hotel URA”) for the development and ownership of a 364-key dual branded hotel property located in Weehawken, New Jersey (“Port Imperial Hotel”).  Concurrently, the Company and XS entered into a separate joint venture partnership to form XS Hotel Associates, L.L.C. (“XS Hotel”) for the management and operations of the completed hotel development.  The Company holds a 90 percent interest and XS holds the remaining 10 percent interest in the consolidated joint ventures, XS Hotel URA and XS Hotel, with the Company having full and complete authority, power, and discretion to manage and control the ventures’ business, affairs, and property.  The construction of the Port Imperial Hotel is estimated to cost a total of $105.9 million, which will be funded by a $94 million construction loan with the balance to be funded with members’ capital.  Upon closing, Mack-Cali’s initial contribution was $27.3 million, which included a capital credit of $23.7 million for its contributed Hotel Condominium Land unit, and XS Hotel’s initial contribution was $3 million.  As of December 31, 2015, the Company incurred development costs of $1.5 million and estimates it will need to fund an additional $3.3 million for the completion of the project.

The Company owns developable land to accommodate a multi-phase development project of approximately 1,034-unit multi-family rental property located in Malden, Massachusetts.  The initial phase commenced construction of 292 units in the third quarter of 2015 (the “Chase II Project”).  The Chase II Project is estimated to cost a total of $74.9 million (of which the Company has incurred $22.1 million through December 31, 2015) and is expected to be ready for occupancy by second quarter 2017.  The Company estimates it will need to fund additional costs of $4.8 million for the completion of the Chase II Project.  On December 16, 2015, the Company obtained a construction loan with a maximum borrowing amount of $48 million (with no outstanding balance as of December 31, 2015), which bears interest at a rate of LIBOR plus 2.25 percent, reducing to LIBOR plus 2.0 percent subject to achieving certain conditions and matures in December 2018.

On April 1, 2015, the Company acquired vacant land to accommodate a two-phase development of 365 multi-family residential units located in Worcester, Massachusetts (“the CitySquare Project”) for a purchase price of $3.1 million with an additional $1.25 million to be paid (which is accrued as of December 31, 2015), subject to certain conditions, in accordance with the terms of the purchase and sale agreement.  The purchase price for the acquisition was funded primarily through borrowing under the Company’s unsecured revolving credit facility.  The first phase with 237 units started construction in the third quarter 2015 with anticipated initial deliveries in the second quarter 2017.  The second phase, with 128 units, is projected to begin construction in 2017.  On December 10, 2015, the Company obtained a construction loan with a maximum borrowing amount of $41.5 million (with no outstanding balance as of December 31, 2015), which bears interest at a rate of LIBOR plus 2.5 percent, reducing to LIBOR plus 2.25 percent subject to achieving certain conditions and matures in December 2018.  Total development costs are estimated to be approximately $92.5 million (of which $9.1 million was incurred by the Company through December 31, 2015 and estimates it will need to fund an additional $41.9 million for the completion of the project).  
 
 
 
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On May 21, 2014, the Company entered into a joint venture agreement with Ironstate Harborside-A LLC (“ISA”) to form Harborside Unit A Urban Renewal, L.L.C. (“URL-Harborside”), a newly-formed joint venture that will develop, own and operate a high-rise tower of approximately 763 multi-family apartment units above a parking pedestal to be located on land contributed by the Company at its Harborside complex in Jersey City, New Jersey (the “URL Project”).  The Company owns an 85 percent interest in URL-Harborside and the remaining interest is owned by ISA, with shared control over major decisions such as approval of budgets, property financings and leasing guidelines.  The construction of the URL Project is estimated to cost a total of approximately $320 million (of which development costs of $210.2 million have been incurred by URL-Harborside through December 31, 2015).  The URL Project is projected to be ready for occupancy by the fourth quarter of 2016.  The venture has a construction/permanent loan with a maximum borrowing amount of $192 million (with $63.9 million outstanding as of December 31, 2015), which bears interest at a rate of 5.197 percent and matures in August 2029.  The Company does not expect to fund any future development costs of the project, as future development costs will be funded by using the loan financing.

The Company owns a 76.25 percent interest in a consolidated joint venture which is constructing a 108-unit multi-family development rental property located in Eastchester, New York (the “Eastchester Project”).  The project is expected to be ready for occupancy by the second quarter of 2016.  The Eastchester Project is estimated to cost a total of $50 million (of which development costs of $29.6 million have been incurred through December 31, 2015).  The venture has a $28.8 million construction loan (with $10.9 million outstanding as of December 31, 2015).  The Company expects to fund approximately $20.9 million for the development of the project (of which, as of December 31, 2015, the Company has incurred $14.7 million of the development costs and estimates it will need to fund an additional $6.2 million for the completion of the project. 

Appointment of executive officers
On June 3, 2015, the Company announced the appointments of Mitchell E. Rudin as chief executive officer and Michael J. DeMarco as president and chief operating officer of the Company, effective immediately.  The Company entered into employment agreements dated June 3, 2015 with each of Messrs. Rudin and DeMarco (together, the “Executive Employment Agreements”) that each provide as follows:

·  
A term that ends on December 31, 2018 (the “Employment Term”) unless earlier terminated;
·  
An annual base salary for each of Messrs. Rudin and DeMarco of $700,000, subject to potential merit increases (but not decreases) each year;
·  
A target annual bonus opportunity of one hundred percent (100%) of base salary, or $700,000, for each of Messrs. Rudin and DeMarco, with a threshold bonus of fifty percent (50%) of base salary, or $350,000, and a maximum bonus of two hundred percent (200%) of base salary, or $1,400,000, a pro rata bonus opportunity for 2015 based on the assessment of the Executive Compensation and Option Committee of the Board of Directors (“Committee”) of each executive’s development of a strategic plan for the Company and bonuses for 2016 and subsequent years to be based on objective performance goals to be established annually by the Committee;
·  
2015 long-term incentive (“LTI”) awards under the Company’s 2013 Incentive Stock Plan (the “2015 LTI Awards”), consisting of the granting to each of Messrs. Rudin and DeMarco on June 5, 2015 of 18,775.27 restricted stock units (“RSUs”) subject to time-based vesting over three years, and of 56,325.82 performance share units (“PSUs”) which will vest from 0 to 150 percent of the number of PSUs granted based on the Company’s total shareholder return relative to a peer group of equity office REITs over a three-year performance period; and
·  
The grant on June 5, 2015 (the “Grant Date”) to each of Messrs. Rudin and DeMarco of options to purchase 400,000 shares of the Company’s common stock, exercisable for a period of ten years with an exercise price equal to the closing price of the Company’s common stock on the NYSE on the Grant Date (which price was $17.31 per share), with 200,000 of such options vesting in three equal annual installments commencing on the first anniversary of the Grant Date, and 200,000 of such options vesting if the Company’s common stock trades at or above $25.00 per share for 30 consecutive trading days while Mr. Rudin and Mr. DeMarco is employed, as applicable, or on or before June 30, 2019 if Mr. Rudin and Mr. DeMarco is employed for the entire Employment Term (except if the executive’s employment has been terminated by the Company for cause following expiration of the Employment Term). 
 
 
 
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Operations
Several of the Company’s core office markets have shown signs of recent improvement.  The percentage leased in the Company’s consolidated portfolio of stabilized operating commercial properties was 86.2 percent at December 31, 2015, as compared to 84.2 percent at December 31, 2014 and 86.1 percent at December 31, 2013.  Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date.  Leases that expired as of December 31, 2015, 2014 and 2013 aggregate 69,522, 205,220 and 690,895 square feet, respectively, or 0.3, 0.8 and 2.5 percentage of the net rentable square footage, respectively.  The Company believes that commercial vacancy rates have stabilized in most of its markets and may decrease in some of its markets through 2016.

FINANCING ACTIVITY

On January 7, 2016, the Company obtained a new $350 million unsecured term loan, which matures in January 2019 with two one-year extension options.  The interest rate for the new term loan is currently 140 basis points over LIBOR, subject to adjustment on a sliding scale based on the Company's unsecured debt ratings, or at the Company's option, a defined leverage ratio.  The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the loan provides for a current all-in fixed rate of 3.12 percent.  The proceeds from the loan were used primarily to repay outstanding borrowings on its unsecured revolving credit facility and to repay the Company's $200 million, 5.8 percent senior unsecured notes that matured on January 15, 2016.

AVAILABLE INFORMATION

The Company’s internet website is www.mack-cali.com.  The Company makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission.  In addition, the Company’s internet website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance principles, charters of various committees of the Board of Directors, and the Company’s code of business conduct and ethics applicable to all employees, officers and directors.  The Company intends to disclose on its internet website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its corporate governance principles or the charters of various committees of the Board of Directors.  Copies of these documents may be obtained, free of charge, from our internet website.  Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Mack-Cali Investor Relations Department, 343 Thornall Street, Edison, NJ  08837-2206.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this report, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act.  Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items.  Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology.  Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate.  Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved.  Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

·  
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 and residents;
·  
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
·  
the extent of any tenant bankruptcies or of any early lease terminations;
·  
our ability to lease or re-lease space at current or anticipated rents;
·  
changes in the supply of and demand for our properties;
·  
changes in interest rate levels and volatility in the securities markets;
·  
our ability to complete construction and development activities on time and within budget, including without limitation obtaining regulatory permits and the availability and cost of materials, labor and equipment;
·  
forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, and projected revenue and income;
·  
changes in operating costs;
·  
our ability to obtain adequate insurance, including coverage for terrorist acts;
·  
our credit worthiness and 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 or residents will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
 
 
 
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For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors.  We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.


ITEM 1A.      RISK FACTORS

Our results from operations and ability to make distributions on our equity and debt service on our indebtedness may be affected by the risk factors set forth below.  All investors should consider the following risk factors before deciding to purchase securities of the Company.  The Company refers to itself as “we” or “our” in the following risk factors.

Adverse economic and geopolitical conditions in general and the Northeastern suburban office markets in particular could have a material adverse effect on our results of operations, financial condition and our ability to pay distributions to you.

Our business may be affected by the continuing volatility in the financial and credit markets, the general global economic conditions, continuing high unemployment, and other market or economic challenges experienced by the U.S. economy or the real estate industry as a whole.  Our business also may be adversely affected by local economic conditions, as substantially all of our revenues are derived from our properties located in the Northeast, particularly in New Jersey and New York. Because our portfolio currently consists primarily of office and office/flex buildings (as compared to a more diversified real estate portfolio) located principally in the Northeast, if economic conditions persist or deteriorate, then our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions:

·  
significant job losses in the financial and professional services industries may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;
·  
our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense;
·  
reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;
·  
the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors;
·  
reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and
·  
one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

These conditions, which could have a material adverse effect on our results of operations, financial condition and ability to pay distributions, may continue or worsen in the future.
 
 
 
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Our performance is subject to risks associated with the real estate industry.
General: Our business and our ability to make distributions or payments to our investors depend on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditures).  Events or conditions that are beyond our control may adversely affect our operations and the value of our Properties.  Such events or conditions could include:

·  
changes in the general economic climate and conditions;
·  
changes in local conditions, such as an oversupply of office space, a reduction in demand for office space, or reductions in office market rental rates;
·  
an oversupply or reduced demand for multi-family apartments caused by a decline in household formation, decline in employment or otherwise;
· decreased attractiveness of our properties to tenants and residents;
· competition from other office and office/flex and multi-family properties;
· development by competitors of competing multi-family communities;
· unwillingness of tenants to pay rent increases;
·  
rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multi-family rents to offset increases in operating costs;
· our inability to provide adequate maintenance;
·  
increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents;
·  
changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other  housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance;
·  
changes in interest rate levels and the availability of financing;
·  
the inability of a significant number of tenants or residents to pay rent;
·  
our inability to rent office or multi-family rental space on favorable terms; and
·  
civil unrest, earthquakes, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.

We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue: We earn a significant portion of our income from renting our properties.  Our operating costs, however, do not necessarily fluctuate in relation to changes in our rental revenue.  This means that our costs will not necessarily decline even if our revenues do.  Our operating costs could also increase while our revenues do not.  If our operating costs increase but our rental revenues do not, we may be forced to borrow to cover our costs and we may incur losses.  Such losses may adversely affect our ability to make distributions or payments to our investors.

Financially distressed tenants may be unable to pay rent: If a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord and protecting our investments.  If a tenant files for bankruptcy, we cannot evict the tenant solely because of the bankruptcy and a potential court judgment rejecting and terminating such tenant’s lease (which would subject all future unpaid rent to a statutory cap) could adversely affect our ability to make distributions or payments to our investors as we may be unable to replace the defaulting tenant with a new tenant at a comparable rental rate without incurring significant expenses or a reduction in rental income.

Renewing leases or re-letting space could be costly: If a tenant does not renew its lease upon expiration or terminates its lease early, we may not be able to re-lease the space on favorable terms or at all.  If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease, including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms, which could adversely affect our ability to make distributions or payments to our investors.

Adverse developments concerning some of our major tenants and industry concentrations could have a negative impact on our revenue: We have tenants concentrated in various industries that may be experiencing adverse effects of current economic conditions.  For instance, 14.8 percent of our revenue is derived from tenants in the Securities, Commodity Contracts and Other Financial industry, 10.7 percent from tenants in the Insurance Carriers and Related Activities industry and 7.5 percent from tenants in the Manufacturing industry.  Our business could be adversely affected if any of these industries suffered a downturn and/or these tenants or any other tenants became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely manner or at all.
 
 
 
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Our insurance coverage on our properties may be inadequate or our insurance providers may default on their obligations to pay claims: We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood.  We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties.  We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices.  In addition, while our current insurance policies insure us against loss from terrorist acts and toxic mold, in the future, insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive.  If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available.  Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties.  Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties.  We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.  If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property.  Such events could adversely affect our ability to make distributions or payments to our investors.  If one or more of our insurance providers were to fail to pay a claim as a result of insolvency, bankruptcy or otherwise, the nonpayment of such claims could have an adverse effect on our financial condition and results of operations.  In addition, if one or more of our insurance providers were to become subject to insolvency, bankruptcy or other proceedings and our insurance policies with the provider were terminated or canceled as a result of those proceedings, we cannot guarantee that we would be able to find alternative coverage in adequate amounts or at reasonable prices.  In such case, we could experience a lapse in any or adequate insurance coverage with respect to one or more properties and be exposed to potential losses relating to any claims that may arise during such period of lapsed or inadequate coverage.

Illiquidity of real estate limits our ability to act quickly: Real estate investments are relatively illiquid.  Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions.  If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the sales price of that investment might not recoup or exceed the amount of our investment.  The prohibition in the Internal Revenue Code of 1986, as amended (the “Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property.  In addition, we acquired a significant number of our properties from individuals to whom the Operating Partnership issued Units as part of the purchase price.  In connection with the acquisition of these properties, in order to preserve such individual’s income tax deferral, we contractually agreed not to sell or otherwise transfer the properties for a specified period of time, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate individuals for the income tax consequences of the recognition of such built-in-gains.  As of December 31, 2015, seven of our properties, with an aggregate net book value of approximately $57.1 million, were subject to these restrictions which expire in 2016.  For those properties where such restrictions have lapsed, we are generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate individuals.  110 of our properties, with an aggregate net book value of approximately $1.3 billion, have lapsed restrictions and are subject to these conditions.  The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.

We may not be able to dispose of non-core office assets within our anticipated timeframe or at favorable prices: In connection with our three year strategic initiative announced in September 2015, we identified non-core office properties that we may sell over time at total estimated sales proceeds we believe will range between $600 million and $800 million.  While we intend to dispose of these properties opportunistically over time, there can be no assurance that these dispositions will be completed during the three year period of our strategic initiative.  In addition, market conditions will impact our ability to dispose of these properties, and there can be no assurance that we will be successful in disposing of these properties for their estimated sales prices.  A failure to dispose of these properties for their estimated market values as planned could have a material adverse effect on our ability to finance our acquisition and development plans.

New acquisitions, including acquisitions of multi-family rental real estate, may fail to perform as expected and will subject us to additional new risks:  We intend to and may acquire new properties, primarily in the multi-family rental sector, assuming that we are able to obtain capital on favorable terms.  Such newly acquired properties may not perform as expected and may subject us to unknown liability with respect to liabilities relating to such properties for clean-up of undisclosed environmental contamination or claims by tenants, residents, vendors or other persons against the former owners of the properties.  Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues.  In addition, future operating expenses or the costs necessary to bring an acquired property up to standards established for its intended market position may be underestimated. The search for and process of acquiring such properties will also require a substantial amount of management’s time and attention.  As our portfolio shifts from primarily commercial office properties to increasingly more multi-family rental properties we will face additional and new risks such as:
 
 
 
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·  
shorter-term leases of one-year on average for multi-family rental communities, which allow residents to leave after the term of the lease without penalty;
·  
increased competition from other housing sources such as other multi-family rental communities, condominiums and single-family houses that are available for rent as well as for sale;
·  
dependency on the convenience and attractiveness of the communities or neighborhoods in which our multi-family rental properties are located and the quality of local schools and other amenities;
·  
dependency on the financial condition of Fannie Mae or Freddie Mac which provide a major source of financing to the multi-family rental sector; and
·  
compliance with housing and other new regulations.

Americans with Disabilities Act compliance could be costly: Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons.  Compliance with the ADA requirements could involve removal of structural barriers from certain disabled persons’ entrances.  Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses.  Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us.  Such costs may adversely affect our ability to make distributions or payments to our investors.

Environmental problems are possible and may be costly: Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property.  These laws often impose liability without regard to whether the owner or operator was responsible for or even knew of the presence of such substances.  The presence of or failure to properly remediate hazardous or toxic substances (such as toxic mold, lead paint and asbestos) may adversely affect our ability to rent, sell or borrow against contaminated property and may impose liability upon us for personal injury to persons exposed to such substances.  Various laws and regulations also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances at another location for the costs of removal or remediation of such substances at the disposal or treatment facility.  These laws often impose liability whether or not the person arranging for such disposal ever owned or operated the disposal facility.  Certain other environmental laws and regulations impose liability on owners or operators of property for injuries relating to the release of asbestos-containing or other materials into the air, water or otherwise into the environment.  As owners and operators of property and as potential arrangers for hazardous substance disposal, we may be liable under such laws and regulations for removal or remediation costs, governmental penalties, property damage, personal injuries and related expenses.  Payment of such costs and expenses could adversely affect our ability to make distributions or payments to our investors.

We face risks associated with property acquisitions: We have acquired in the past, and our long-term strategy is to continue to pursue the acquisition of properties and portfolios of properties in New Jersey, New York and Pennsylvania and in the Northeast generally, and particularly residential properties, including large real estate portfolios that could increase our size and result in alterations to our capital structure.  We may be competing for investment opportunities with entities that have greater financial resources.  Several developers and real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants. Such competition may adversely affect our ability to make distributions or payments to our investors by:

·  
reducing the number of suitable investment opportunities offered to us;
·  
increasing the bargaining power of property owners;
·  
interfering with our ability to attract and retain tenants;
·  
increasing vacancies which lowers market rental rates and limits our ability to negotiate rental rates; and/or
·  
adversely affecting our ability to minimize expenses of operation.

Our acquisition activities and their success are subject to the following risks:

·  
adequate financing to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets;
·  
even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs;
·  
the actual costs of repositioning or redeveloping acquired properties may be greater than our estimates;
·  
any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied; and
·  
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and acquired properties may fail to perform as expected; which may adversely affect our results of operations and financial condition.
 
 
 
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Development of real estate, including the development of multi-family rental real estate could be costly: As part of our operating strategy, we may acquire land for development or construct on owned land, under certain conditions.  Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors:

·  
financing for development projects may not be available on favorable terms;
·  
long-term financing may not be available upon completion of construction;
·  
failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs; and
·  
failure to rent the development at all or at rent levels originally contemplated.

Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers: We, from time to time, invest in joint ventures or partnerships in which we do not hold a controlling interest in the assets underlying the entities in which we invest, including joint ventures in which (i) we own a direct interest in an entity which controls such assets, or (ii) we own a direct interest in an entity which owns indirect interests, through one or more intermediaries, of such assets.  These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the underlying assets, including the possibility that (i) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make capital contributions when due, (ii) we may be responsible to our co-venturers or partners for indemnifiable losses, (iii) we may become liable with respect to guarantees of payment or performance by the joint ventures, (iv) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer’s or partner’s interests in a joint venture, or (v) our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives.  Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.  While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions.  Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships.  If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

Our performance is subject to risks associated with repositioning a significant portion of the Company’s portfolio from office to multi-family rental properties.
Repositioning the Company’s office portfolio may result in impairment charges or less than expected returns on office properties: There can be no assurance that the Company, as it seeks to reposition a portion of its portfolio from office to the multi-family rental sector will be able to sell office properties and purchase multi-family rental properties at prices that in the aggregate are profitable for the Company or are efficient use of its capital or that would not result in a reduction of the Company’s cash flow. Because real estate investments are relatively illiquid, it also may be difficult for the Company to promptly sell its office properties that are held or may be designated for sale promptly or on favorable terms, which could have a material adverse effect on the Company’s financial condition.  In addition, as the Company identifies non-core office properties that may be held for sale or that it intends to hold for a shorter period of time than previously, it may determine that the carrying value of a property is not recoverable over the anticipated holding period of the property.  As a result, the Company may incur impairment charges for certain of these properties to reduce their carrying values to the estimated fair market values.  See Note 3: Recent Transactions – Impairments on Properties Held and Used.  Moreover, as the Company seeks to reposition a portion of its portfolio from office to the multi-family rental sector, the Company may be subject to a Federal income tax on gain from sales of properties due to limitations in the Code and related regulations on a real estate investment trust’s ability to sell properties.  The Company intends to structure its property dispositions in a tax-efficient manner and avoid the prohibition in the Code against a real estate investment trust holding properties for sale.  There is no guaranty, however, that such dispositions can be achieved without the imposition of federal income tax on any gain recognized.


 
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Unfavorable changes in market and economic conditions could adversely affect multi-family rental occupancy, rental rates, operating expenses, and the overall market value of our assets, including joint ventures. Local conditions that may adversely affect conditions in multi-family residential markets include the following:

·  
plant closings, industry slowdowns and other factors that adversely affect the local economy;
·  
an oversupply of, or a reduced demand for, apartment units;
·  
a decline in household formation or employment or lack of employment growth;
·  
the inability or unwillingness of residents to pay rent increases;
·  
rent control or rent stabilization laws, or other laws regulating housing, that could prevent us from raising rents to offset increases in operating costs; and
·  
economic conditions that could cause an increase in our operating expenses, such as increases in property taxes, utilities, compensation of on-site associates and routine maintenance.

Changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations or expose us to liability: We must develop, construct and operate our communities in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations.  These laws and regulations may include zoning laws, building codes, landlord tenant laws and other laws generally applicable to business operations.  Noncompliance with applicable laws could expose us to liability.  Lower revenue growth or significant unanticipated expenditures may result from our need to comply with changes in (i) laws imposing remediation requirements and the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) rent control or rent stabilization laws or other residential landlord/tenant laws, or (iii) other governmental rules and regulations or enforcement policies affecting the development, use and operation of our communities, including changes to building codes and fire and life-safety codes.

Failure to succeed in new markets, or with new brands and community formats, or in activities other than the development, ownership and operation of residential rental communities may have adverse consequences: We are actively engaged in development and acquisition activity in new submarkets within our core, Northeast markets where we have owned and operated our historical portfolio of office properties.  Our historical experience with properties in our core, Northeast markets in developing, owning and operating properties does not ensure that we will be able to operate successfully in the new multi-family submarkets.  We will be exposed to a variety of risks in the multi-family submarkets, including:

·  
an inability to accurately evaluate local apartment market conditions;
·  
an inability to obtain land for development or to identify appropriate acquisition opportunities;
·  
an acquired property may fail to perform as we expected in analyzing our investment;
·  
our estimate of the costs of repositioning or developing an acquired property may prove inaccurate; and
·  
lack of familiarity with local governmental and permitting procedures.

Our real estate construction management activities are subject to risks particular to third-party construction projects.
As we may perform fixed price construction services for third parties, we are subject to a variety of risks unique to these activities.  If construction costs of a project exceed original estimates, such costs may have to be absorbed by us, thereby making the project less profitable than originally estimated, or possibly not profitable at all.  In addition, a construction project may be delayed due to government or regulatory approvals, supply shortages, or other events and circumstances beyond our control, or the time required to complete a construction project may be greater than originally anticipated.  If any such excess costs or project delays were to be material, such events may adversely affect our cash flow and liquidity and thereby impact our ability to make distributions or payments to our investors.

Debt financing could adversely affect our economic performance.
Scheduled debt payments and refinancing could adversely affect our financial condition: We are subject to the risks normally associated with debt financing.  These risks, including the following, may adversely affect our ability to make distributions or payments to our investors:

·  
our cash flow may be insufficient to meet required payments of principal and interest;
·  
payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses;
·  
we may not be able to refinance indebtedness on our properties at maturity; and
·  
if refinanced, the terms of refinancing may not be as favorable as the original terms of the related indebtedness.
 
 
 
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As of December 31, 2015, we had total outstanding indebtedness of $2.2 billion comprised of $1.3 billion of senior unsecured notes, outstanding borrowings of $155 million under our unsecured revolving credit facility and approximately $731 million of mortgages, loans payable and other obligations.  We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following:

·  
we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multi-family residential properties and development opportunities in particular;
·  
prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense;
·  
we may be subject to an event of default pursuant to covenants for our indebtedness;
·  
if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and
·  
foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the Code.

We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities: The mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases.  In addition, our revolving credit facility and unsecured term loan each contains customary requirements, including restrictions and other limitations on our ability to incur debt, debt to assets ratios, secured debt to total assets ratios, interest coverage ratios and minimum ratios of unencumbered assets to unsecured debt.  The indentures under which our senior unsecured debt have been issued contain financial and operating covenants including coverage ratios and limitations on our ability to incur secured and unsecured debt.  These covenants limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them.  Some of our debt instruments are cross-collateralized and contain cross default provisions with other debt instruments.  Due to this cross-collateralization, a failure or default with respect to certain debt instruments or properties could have an adverse impact on us or our properties that are subject to the cross-collateralization under the applicable debt instrument.  Failure to comply with these covenants could cause a default under the agreements and, in certain circumstances, our lenders may be entitled to accelerate our debt obligations.  Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.

Rising interest rates may adversely affect our cash flow: As of December 31, 2015, outstanding borrowings of approximately $155 million under our revolving credit facility and approximately $137 million of our mortgage indebtedness bear interest at variable rates.  We may incur additional indebtedness in the future that bears interest at variable rates.  Variable rate debt creates higher debt service requirements if market interest rates increase.  Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.

Our degree of leverage could adversely affect our cash flow: We fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales and undistributed cash.  We expect to refinance projects purchased with short-term debt either with long-term indebtedness or equity financing depending upon the economic conditions at the time of refinancing.  Our Board of Directors has a general policy of limiting the ratio of our indebtedness to total undepreciated assets (total debt as a percentage of total undepreciated assets) to 50 percent or less, although there is no limit in the Operating Partnership’s or our organizational documents on the amount of indebtedness that we may incur.  However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness.  The Board of Directors could alter or eliminate its current policy on borrowing at any time at its discretion.  If this policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our cash flow and our ability to make distributions or payments to our investors and/or could cause an increased risk of default on our obligations.


 
16

 

We are dependent on external sources of capital for future growth: To qualify as a real estate investment trust under the Code, we must distribute to our shareholders each year at least 90 percent of our net taxable income, excluding any net capital gain. Because of this distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations.  Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all.  Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings.  Moreover, additional equity offerings may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage.

Adverse changes in our credit ratings could adversely affect our business and financial condition: The credit ratings assigned to our senior unsecured notes by nationally recognized statistical rating organizations (the “NRSROs”) are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the NRSROs in their rating analyses of us.  These ratings and similar ratings of us and any debt or preferred securities we may issue are subject to ongoing evaluation by the NRSROs, and we cannot assure you that any such ratings will not be changed by the NRSROs if, in their judgment, circumstances warrant.  Our credit ratings can affect the amount of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our current credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. 

Competition for skilled personnel could increase our labor costs.
We compete with various other companies in attracting and retaining qualified and skilled personnel.  We depend on our ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our company.  Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  We may not be able to offset such added costs by increasing the rates we charge our tenants.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed. 

We are dependent on our key personnel whose continued service is not guaranteed.
We are dependent upon key personnel for strategic business direction and real estate experience, including our chief executive officer, our president and chief operating officer, and our chief financial officer, chief investment officer, chief legal officer and chairman of Roseland.  While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations.  We do not have key man life insurance for our key personnel.  In addition, as the Company seeks to reposition a portion of its portfolio from office to the multi-family rental sector, the Company may become increasingly dependent on non-executive personnel with residential development and leasing expertise to effectively execute the Company’s long-term strategy.

Certain provisions of Maryland law and our charter and bylaws could hinder, delay or prevent changes in control.
Certain provisions of Maryland law, our charter and our bylaws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control.  These provisions include the following:

Classified Board of Directors: Our Board of Directors is divided into three classes with staggered terms of office of three years each.
At our 2014 annual meeting of stockholders, stockholders approved amendments to our charter and bylaws to declassify our Board of Directors over a three year period from 2015 through 2017 such that each director whose term expires at the annual meeting of stockholders in 2015 through 2017 will be elected to hold office until the next annual meeting of stockholders following their election, instead of the third-succeeding annual meeting, and until their successors are elected and qualify.  During this transition period, our Board of Directors will remain classified with respect to the directors whose three year terms have not yet expired during such period, and Maryland law permits the Board of Directors to re-classify the Board of Directors at any time.  The classification and staggered terms of office of our directors make it more difficult for a third party to gain control of our board of directors.  At least two annual meetings of stockholders, instead of one, generally would be required to affect a change in a majority of the board of directors.

Removal of Directors: Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors.  Neither the Maryland General Corporation Law nor our charter define the term “cause.”  As a result, removal for “cause” is subject to Maryland common law and to judicial interpretation and review in the context of the facts and circumstances of any particular situation.

Number of Directors, Board Vacancies, Terms of Office: We have, in our bylaws, elected to be subject to certain provisions of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the board.  These provisions of Maryland law, which are applicable even if other provisions of Maryland law or the charter or bylaws provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of stockholders as would otherwise be the case, and until his or her successor is elected and qualifies.  We have, in our corporate governance principles, adopted a mandatory retirement age of 80 years old for directors.
 
 
 
17

 

 
Stockholder Requested Special Meetings: Our bylaws provide that our stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast by the stockholders at such meeting.

Advance Notice Provisions for Stockholder Nominations and Proposals: Our bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders.  This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Exclusive Authority of the Board to Amend the Bylaws: Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of the bylaws or to make new bylaws.  Thus, our stockholders may not effect any changes to our bylaws.

Preferred Stock: Under our charter, our Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.  As a result, our Board of Directors may establish a series of preferred stock that could delay or prevent a transaction or a change in control.

Duties of Directors with Respect to Unsolicited Takeovers: Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition.  Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

Ownership Limit: In order to preserve our status as a real estate investment trust under the Code, our charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of our outstanding capital stock unless our Board of Directors waives or modifies this ownership limit.

Maryland Business Combination Act: The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met.  An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation.  Our board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities.  However, unless our board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

Maryland Control Share Acquisition Act: Maryland law provides that holders of “control shares” of a corporation acquired in a “control share acquisition” shall have no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share Acquisition Act.  “Control shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power:  one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power.  A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.


 
18

 

If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value.  If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights.  Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any acquisitions of shares by certain affiliated individuals and entities, any directors, officers or employees of the Company and any person approved by the board of directors prior to the acquisition by such person of control shares.  Any control shares acquired in a control share acquisition which are not exempt under the foregoing provisions of our bylaws will be subject to the Maryland Control Share Acquisition Act.

Consequences of failure to qualify as a real estate investment trust could adversely affect our financial condition.
Failure to maintain ownership limits could cause us to lose our qualification as a real estate investment trust: In order for us to maintain our qualification as a real estate investment trust under the Code, not more than 50 percent in value of our outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the Code to include certain entities).  We have limited the ownership of our outstanding shares of our common stock by any single stockholder to 9.8 percent of the outstanding shares of our common stock.  Our Board of Directors could waive this restriction if they were satisfied, based upon the advice of tax counsel or otherwise, that such action would be in our best interests and would not affect our qualification as a real estate investment trust under the Code.  Common stock acquired or transferred in breach of the limitation may be redeemed by us for the lesser of the price paid and the average closing price for the 10 trading days immediately preceding redemption or sold at the direction of us.  We may elect to redeem such shares of common stock for Units, which are nontransferable except in very limited circumstances.  Any transfer of shares of common stock which, as a result of such transfer, causes us to be in violation of any ownership limit, will be deemed void.  Although we currently intend to continue to operate in a manner which will enable us to continue to qualify as a real estate investment trust under the Code, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke the election for us to qualify as a real estate investment trust.  Under our organizational documents, our Board of Directors can make such revocation without the consent of our stockholders.

In addition, the consent of the holders of at least 85 percent of the Operating Partnership’s partnership units is required: (i) to merge (or permit the merger of) us with another unrelated person, pursuant to a transaction in which the Operating Partnership is not the surviving entity; (ii) to dissolve, liquidate or wind up the Operating Partnership; or (iii) to convey or otherwise transfer all or substantially all of the Operating Partnership’s assets.  As of February 22, 2016, as general partner, we own approximately 89.5 percent of the Operating Partnership’s outstanding common partnership units.

Tax liabilities as a consequence of failure to qualify as a real estate investment trust: We have elected to be treated and have operated so as to qualify as a real estate investment trust for federal income tax purposes since our taxable year ended December 31, 1994.  Although we believe we will continue to operate in such manner, we cannot guarantee that we will do so.  Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the Code.  Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, we cannot assure you that we will qualify as a real estate investment trust for any taxable year.

If we fail to qualify as a real estate investment trust in any taxable year, we will be subject to the following:

·  
we will not be allowed a deduction for dividends paid to shareholders;
·  
we will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and
·  
unless we are entitled to relief under certain statutory provisions, we will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which we were disqualified.

A loss of our status as a real estate investment trust could have an adverse effect on us.  Failure to qualify as a real estate investment trust also would eliminate the requirement that we pay dividends to our stockholders.

Other tax liabilities: Even if we qualify as a real estate investment trust under the Code, we are subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes.  From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and amount of such increase.  These actions could adversely affect our financial condition and results of operations. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.
 
 
 
19

 

 
Risk of changes in the tax law applicable to real estate investment trusts: Since the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted.  Any such legislative action may prospectively or retroactively modify our and the Operating Partnership’s tax treatment and, therefore, may adversely affect taxation of us, the Operating Partnership, and/or our investors.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners, including personally identifiable information of our tenants and employees, in our data centers and on our networks.  Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.  Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our reputation, which could adversely affect our business.

We face possible risks associated with the physical effects of climate change.
We cannot predict with certainty whether climate change is occurring and, if so, at what rate.  However, the physical effects of climate change could have a material adverse effect on our properties, operations and business.  For example, many of our properties are located along the East coast, particularly those in New Jersey, New York and Connecticut.  To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels.  Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all.  Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal or related costs at our properties.  Proposed legislation to address climate change could increase utility and other costs of operating our properties which, if not offset by rising rental income, would reduce our net income.  There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

Changes in market conditions could adversely affect the market price of our common stock.
As with other publicly traded equity securities, the value of our common stock depends on various market conditions, which may change from time to time.  The market price of our common stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.  Among the market conditions that may affect the value of our common stock are the following:

·  
the extent of your interest in us;
·  
the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
·  
our financial performance; and
·  
general stock and bond market conditions.

The market value of our common stock is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash dividends. Consequently, our common stock may trade at prices that are higher or lower than our net asset value per share of common stock.


ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

 
20

 

ITEM 2.      PROPERTIES

PROPERTY LIST

As of December 31, 2015, the Company’s Consolidated Properties consisted of 217 in-service office and flex properties, as well as six multi-family properties.  The Consolidated Properties are located primarily in the Northeast.  The Consolidated Properties are easily accessible from major thoroughfares and are in close proximity to numerous amenities.  The Consolidated Properties contain a total of approximately 24.2 million square feet of commercial space and 1,301 apartments with the individual commercial properties ranging from 6,216 to 1,246,283 square feet.  The Consolidated Properties, managed by on-site employees, generally have attractively landscaped sites and atriums in addition to quality design and construction.  The Company’s commercial tenants include many service sector employers, including a large number of professional firms and national and international businesses.  The Company believes that all of its properties are well-maintained and do not require significant capital improvements.

                 
Office Properties
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
NEW JERSEY
               
                 
BERGEN COUNTY
               
Fort Lee
               
One Bridge Plaza
1981
200,000
92.2
4,642
0.97
 
25.17
22.30
2115 Linwood Avenue
1981
68,000
98.2
1,171
0.24
 
17.54
13.93
Montvale
               
135 Chestnut Ridge Road
1981
66,150
66.6
922
0.19
 
20.93
18.09
Paramus
               
15 East Midland Avenue
1988
259,823
53.6
3,105
0.65
 
22.30
18.65
140 East Ridgewood Avenue
1981
239,680
100.0
4,116
0.86
 
17.17
13.81
461 From Road
1988
253,554
98.1
4,210
0.88
 
16.93
13.94
650 From Road
1978
348,510
79.4
6,102
1.27
 
22.05
18.26
61 South Paramus Road (f)
1985
269,191
81.7
4,171
0.87
 
18.97
16.36
Rochelle Park
               
120 West Passaic Street
1972
52,000
46.2
709
0.15
 
29.51
27.76
365 West Passaic Street
1976
212,578
82.9
3,535
0.74
 
20.06
17.89
395 West Passaic Street
1979
100,589
75.6
1,376
0.29
 
18.09
15.27
Upper Saddle River
               
10 Mountainview Road
1986
192,000
63.6
2,954
0.62
 
24.19
20.55
Woodcliff Lake
               
400 Chestnut Ridge Road
1982
89,200
100.0
2,142
0.45
 
24.01
21.04
50 Tice Boulevard
1984
235,000
95.6
5,544
1.16
 
24.68
21.30
300 Tice Boulevard
1991
230,000
95.4
6,069
1.27
 
27.66
24.90
                 
ESSEX COUNTY
               
Millburn
               
150 J.F. Kennedy Parkway
1980
247,476
97.2
4,758
0.99
 
19.78
16.07
Borough of Roseland
               
4 Becker Farm Road
1983
281,762
94.9
6,975
1.45
 
26.09
24.97
6 Becker Farm Road
1982
129,732
77.5
2,567
0.54
 
25.53
24.36
101 Eisenhower Parkway
1980
237,000
80.6
4,394
0.92
 
23.00
18.86
103 Eisenhower Parkway
1985
151,545
77.7
2,402
0.50
 
20.40
16.23
105 Eisenhower Parkway
2001
220,000
38.1
2,065
0.43
 
24.64
18.47
75 Livingston Avenue
1985
94,221
64.2
1,253
0.26
 
20.71
18.47
85 Livingston Avenue
1985
124,595
81.8
2,462
0.51
 
24.16
22.06
                 
HUDSON COUNTY
               
Jersey City
               
Harborside Plaza 1
1983
400,000
100.0
11,331
2.36
 
28.33
24.67
Harborside Plaza 2
1990
761,200
58.1
11,281
2.35
 
25.51
21.29
Harborside Plaza 3
1990
725,600
83.5
19,650
4.10
 
32.43
29.50
Harborside Plaza 4-A
2000
207,670
98.6
6,546
1.36
 
31.97
24.72
Harborside Plaza 5
2002
977,225
99.0
32,442
6.77
 
33.53
29.63
101 Hudson Street
1992
1,246,283
90.2
29,668
6.19
 
26.39
23.29
                 

 
21

 


                 
Office Properties
               
(Continued)
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
MERCER COUNTY
               
Hamilton Township
               
3 AAA Drive
1981
35,270
83.0
611
0.13
 
20.87
16.36
600 Horizon Drive
2002
95,000
100.0
1,191
0.25
 
12.54
11.53
700 Horizon Drive
2007
120,000
100.0
2,529
0.53
 
21.08
18.73
2 South Gold Drive
1974
33,962
72.0
575
0.12
 
23.51
20.37
                 
Princeton
               
103 Carnegie Center
1984
96,000
90.3
2,183
0.46
 
25.18
20.80
2 Independence Way
1981
67,401
0.0
333
0.07
 
0.00
0.00
3 Independence Way
1983
111,300
100.0
2,278
0.48
 
20.47
14.84
100 Overlook Center
1988
149,600
89.6
3,804
0.79
 
28.38
25.37
5 Vaughn Drive
1987
98,500
91.9
2,619
0.55
 
28.93
25.22
                 
MIDDLESEX COUNTY
               
East Brunswick
               
377 Summerhill Road
1977
40,000
100.0
372
0.08
 
9.30
8.98
Edison
               
333 Thornall Street (g) (h)
1984
196,128
95.6
733
0.15
 
28.54
25.27
343 Thornall Street (c)
1991
195,709
100.0
4,002
0.84
 
20.45
17.06
Plainsboro
               
500 College Road East (f)
1984
158,235
55.8
2,019
0.42
 
22.87
19.60
Woodbridge
               
581 Main Street
1991
200,000
99.3
5,169
1.08
 
26.03
22.07
                 
MONMOUTH COUNTY
               
Freehold
               
2 Paragon Way
1989
44,524
62.6
538
0.11
 
19.30
16.43
3 Paragon Way
1991
66,898
89.2
1,181
0.25
 
19.79
17.13
4 Paragon Way
2002
63,989
91.7
679
0.14
 
11.57
10.52
100 Willow Brook Road
1988
60,557
55.0
830
0.17
 
24.92
22.88
Holmdel
               
23 Main Street
1977
350,000
100.0
4,178
0.87
 
11.94
9.11
Middletown
               
One River Centre Bldg 1
1983
122,594
97.6
3,030
0.63
 
25.32
21.03
One River Centre Bldg 2
1983
120,360
97.5
2,881
0.60
 
24.55
20.39
One River Centre Bldg 3 and 4
1984
214,518
88.7
4,551
0.95
 
23.92
21.57
Neptune
               
3600 Route 66
1989
180,000
100.0
4,165
0.87
 
23.14
17.97
Wall Township
               
1305 Campus Parkway
1988
23,350
92.4
503
0.10
 
23.31
18.26
1350 Campus Parkway
1990
79,747
99.9
920
0.19
 
11.55
10.97
                 
MORRIS COUNTY
               
Florham Park
               
325 Columbia Turnpike
1987
168,144
100.0
3,916
0.82
 
23.29
19.66
Morris Plains
               
201 Littleton Road
1979
88,369
75.4
1,254
0.26
 
18.82
14.80
Parsippany
               
4 Campus Drive
1983
147,475
78.8
2,136
0.45
 
18.38
14.30
6 Campus Drive
1983
148,291
79.4
2,588
0.54
 
21.98
18.68
7 Campus Drive
1982
154,395
86.3
2,889
0.60
 
21.68
18.04
8 Campus Drive
1987
215,265
69.5
3,799
0.79
 
25.39
22.20
9 Campus Drive
1983
156,495
87.1
962
0.20
 
7.06
6.05
4 Century Drive
1981
100,036
52.3
1,060
0.22
 
20.26
17.28
5 Century Drive
1981
79,739
59.7
1,009
0.21
 
21.20
18.36
6 Century Drive
1981
100,036
50.5
837
0.17
 
16.57
14.71
2 Dryden Way
1990
6,216
100.0
99
0.02
 
15.93
14.64
4 Gatehall Drive
1988
248,480
93.0
5,302
1.11
 
22.94
19.92

 
22

 


                 
Office Properties
               
(Continued)
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
2 Hilton Court
1991
181,592
100.0
6,525
1.36
 
35.93
32.84
600 Parsippany Road
1978
96,000
95.5
1,717
0.36
 
18.73
15.59
1 Sylvan Way
1989
150,557
97.7
4,178
0.87
 
28.40
22.90
5 Sylvan Way
1989
151,383
85.8
2,992
0.62
 
23.04
20.25
7 Sylvan Way
1987
145,983
0.0
10
0.00
 
0.00
0.00
20 Waterview Boulevard
1988
225,550
95.0
4,734
0.99
 
22.09
19.97
35 Waterview Boulevard
1990
172,498
95.7
4,062
0.85
 
24.61
22.23
5 Wood Hollow Road
1979
317,040
98.6
4,102
0.86
 
13.12
10.21
                 
PASSAIC COUNTY
               
Totowa
               
999 Riverview Drive
1988
56,066
86.4
885
0.18
 
18.27
14.66
                 
SOMERSET COUNTY
               
Basking Ridge
               
222 Mount Airy Road
1986
49,000
82.2
810
0.17
 
20.11
15.99
233 Mount Airy Road
1987
66,000
67.5
903
0.19
 
20.27
16.59
Bridgewater
               
440 Route 22 East
1990
198,376
91.1
4,662
0.97
 
25.80
21.64
721 Route 202/206
1989
192,741
97.5
4,596
0.96
 
24.46
21.63
                 
UNION COUNTY
               
Clark
               
100 Walnut Avenue
1985
182,555
94.1
4,361
0.91
 
25.39
22.38
Cranford
               
6 Commerce Drive
1973
56,000
88.7
1,095
0.23
 
22.04
18.62
11 Commerce Drive
1981
90,000
67.0
1,577
0.33
 
26.15
22.75
12 Commerce Drive
1967
72,260
84.7
929
0.19
 
15.18
13.17
14 Commerce Drive
1971
67,189
100.0
1,295
0.27
 
19.27
16.40
20 Commerce Drive
1990
176,600
100.0
4,123
0.86
 
23.35
19.99
25 Commerce Drive
1971
67,749
77.2
1,179
0.25
 
22.54
19.62
65 Jackson Drive
1984
82,778
34.2
847
0.18
 
29.92
23.49
New Providence
               
890 Mountain Avenue
1977
80,000
49.6
1,207
0.25
 
30.42
27.95
                 
Total New Jersey Office
 
16,035,084
85.0
323,076
67.41
 
24.05
20.75
                 
NEW YORK
               
                 
NEW YORK COUNTY
               
New York
               
125 Broad Street
1970
524,476
100.0
17,745
3.70
 
33.83
28.13
                 
WESTCHESTER COUNTY
               
Elmsford
               
100 Clearbrook Road (c)
1975
60,000
91.7
1,048
0.22
 
19.05
17.34
Hawthorne
               
1 Skyline Drive
1980
20,400
99.0
423
0.09
 
20.94
19.86
2 Skyline Drive
1987
30,000
100.0
542
0.11
 
18.07
13.73


 
23

 


                 
Office Properties
               
(Continued)
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
7 Skyline Drive
1987
109,000
85.9
2,121
0.44
 
22.65
19.32
17 Skyline Drive (f)
1989
85,000
100.0
1,932
0.40
 
22.73
22.28
White Plains
               
1 Barker Avenue
1975
68,000
87.3
1,483
0.31
 
24.98
22.29
3 Barker Avenue
1983
65,300
93.9
1,377
0.29
 
22.46
19.68
50 Main Street
1985
309,000
86.4
7,593
1.58
 
28.44
23.81
11 Martine Avenue
1987
180,000
70.7
4,117
0.86
 
32.35
28.37
1 Water Street
1979
45,700
57.6
748
0.16
 
28.42
24.88
Yonkers
               
1 Executive Boulevard
1982
112,000
100.0
2,764
0.58
 
24.68
22.27
3 Executive Boulevard
1987
58,000
100.0
1,719
0.36
 
29.64
27.71
                 
Total New York Office
 
1,666,876
91.2
43,612
9.10
 
28.70
24.66
                 
DISTRICT OF COLUMBIA
               
                 
WASHINGTON
               
1201 Connecticut Avenue, NW
1940
169,549
92.6
6,736
1.41
 
42.90
37.74
1400 L Street, NW
1987
159,000
100.0
6,238
1.30
 
39.23
35.16
                 
Total District of Columbia Office
 
328,549
96.2
12,974
2.71
 
41.06
36.44
                 
MARYLAND
               
                 
PRINCE GEORGE'S COUNTY
               
Greenbelt
               
9200 Edmonston Road
1973
38,690
100.0
1,057
0.22
 
27.32
26.78
6301 Ivy Lane
1979
112,003
68.8
1,646
0.34
 
21.36
19.31
6303 Ivy Lane
1980
112,047
17.7
415
0.09
 
20.93
18.66
6305 Ivy Lane
1982
112,022
82.2
1,912
0.40
 
20.76
18.31
6404 Ivy Lane
1987
165,234
68.8
2,561
0.54
 
22.53
18.75
6406 Ivy Lane
1991
163,857
77.0
2,995
0.62
 
23.74
19.05
6411 Ivy Lane
1984
138,405
74.7
2,311
0.48
 
22.35
19.36
Lanham
               
4200 Parliament Place
1989
122,000
31.8
1,768
0.37
 
45.57
43.51
                 
Total Maryland Office
 
964,258
63.2
14,665
3.06
 
24.05
21.00
                 
TOTAL OFFICE PROPERTIES
 
18,994,767
84.6
394,327
82.28
 
24.82
21.44



 
24

 


                 
Office/Flex Properties
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
NEW JERSEY
               
                 
BURLINGTON COUNTY
               
Burlington
               
3 Terri Lane
1991
64,500
93.2
568
0.12
 
9.45
8.27
5 Terri Lane
1992
74,555
100.0
621
0.13
 
8.33
6.72
Moorestown
               
2 Commerce Drive
1986
49,000
74.1
232
0.05
 
6.39
5.45
101 Commerce Drive
1988
64,700
100.0
275
0.06
 
4.25
3.85
102 Commerce Drive
1987
38,400
100.0
269
0.06
 
7.01
5.57
201 Commerce Drive
1986
38,400
45.8
103
0.02
 
5.86
4.09
202 Commerce Drive
1988
51,200
83.6
136
0.03
 
3.18
2.94
1 Executive Drive
1989
20,570
100.0
208
0.04
 
10.11
7.29
2 Executive Drive
1988
60,800
81.9
382
0.08
 
7.67
5.80
101 Executive Drive
1990
29,355
99.7
300
0.06
 
10.25
9.36
102 Executive Drive
1990
64,000
100.0
474
0.10
 
7.41
7.30
225 Executive Drive
1990
50,600
64.6
149
0.03
 
4.56
3.70
97 Foster Road
1982
43,200
83.3
148
0.03
 
4.11
3.31
1507 Lancer Drive
1995
32,700
100.0
146
0.03
 
4.46
3.43
1245 North Church Street
1998
52,810
83.3
221
0.05
 
5.02
4.27
1247 North Church Street
1998
52,790
93.8
230
0.05
 
4.64
3.70
1256 North Church Street
1984
63,495
100.0
477
0.10
 
7.51
6.58
840 North Lenola Road
1995
38,300
47.0
145
0.03
 
8.06
7.39
844 North Lenola Road
1995
28,670
100.0
206
0.04
 
7.19
5.93
915 North Lenola Road
1998
52,488
100.0
291
0.06
 
5.54
5.01
2 Twosome Drive
2000
48,600
100.0
411
0.09
 
8.46
7.57
30 Twosome Drive
1997
39,675
99.0
260
0.05
 
6.62
5.12
31 Twosome Drive
1998
84,200
100.0
423
0.09
 
5.02
4.50
40 Twosome Drive
1996
40,265
100.0
317
0.07
 
7.87
6.93
41 Twosome Drive
1998
43,050
88.9
273
0.06
 
7.13
5.77
50 Twosome Drive
1997
34,075
56.0
122
0.02
 
6.39
5.87
                 
MERCER COUNTY
               
Hamilton Township
               
100 Horizon Center Boulevard
1989
13,275
100.0
151
0.03
 
11.37
6.78
200 Horizon Drive
1991
45,770
92.9
706
0.15
 
16.60
14.84
300 Horizon Drive
1989
69,780
74.2
574
0.12
 
11.09
8.92
500 Horizon Drive
1990
41,205
93.8
577
0.12
 
14.93
13.01
                 
MONMOUTH COUNTY
               
Wall Township
               
1325 Campus Parkway
1988
35,000
100.0
612
0.13
 
17.49
14.20
1340 Campus Parkway
1992
72,502
68.8
898
0.19
 
18.00
15.50
1345 Campus Parkway
1995
76,300
87.6
949
0.20
 
14.20
11.48
1433 Highway 34
1985
69,020
98.1
702
0.15
 
10.37
7.61
1320 Wyckoff Avenue
1986
20,336
100.0
228
0.05
 
11.21
8.65
1324 Wyckoff Avenue
1987
21,168
92.7
185
0.04
 
9.43
6.78
                 
PASSAIC COUNTY
               
Totowa
               
1 Center Court
1999
38,961
100.0
571
0.12
 
14.66
12.55
2 Center Court
1998
30,600
100.0
389
0.08
 
12.71
6.11
11 Commerce Way
1989
47,025
100.0
552
0.11
 
11.74
8.68
20 Commerce Way
1992
42,540
95.5
477
0.10
 
11.74
10.98
                 



 
25

 


                 
Office/Flex Properties
               
(Continued)
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
29 Commerce Way
1990
48,930
100.0
584
0.12
 
11.94
9.83
40 Commerce Way
1987
50,576
86.3
559
0.12
 
12.81
9.10
45 Commerce Way
1992
51,207
100.0
575
0.12
 
11.23
9.92
60 Commerce Way
1988
50,333
44.1
359
0.06
 
16.17
11.89
80 Commerce Way
1996
22,500
100.0
264
0.05
 
11.73
9.73
100 Commerce Way
1996
24,600
88.6
288
0.06
 
13.21
10.97
120 Commerce Way
1994
9,024
100.0
106
0.02
 
11.75
10.42
140 Commerce Way
1994
26,881
99.5
317
0.07
 
11.85
10.54
                 
Total New Jersey Office/Flex
 
2,167,931
89.2
18,010
3.76
 
9.31
7.69
                 
NEW YORK
               
                 
WESTCHESTER COUNTY
               
Elmsford
               
11 Clearbrook Road
1974
31,800
100.0
407
0.08
 
12.80
9.94
75 Clearbrook Road
1990
32,720
100.0
205
0.04
 
6.27
5.44
125 Clearbrook Road
2002
33,000
100.0
576
0.12
 
17.45
11.33
150 Clearbrook Road
1975
74,900
100.0
996
0.21
 
13.30
11.71
175 Clearbrook Road
1973
98,900
96.7
1,575
0.33
 
16.47
14.90
200 Clearbrook Road
1974
94,000
93.5
1,248
0.26
 
14.20
12.72
250 Clearbrook Road
1973
155,000
96.8
1,265
0.26
 
8.43
7.08
50 Executive Boulevard
1969
45,200
62.8
274
0.06
 
9.65
8.10
77 Executive Boulevard
1977
13,000
100.0
249
0.05
 
19.15
17.77
85 Executive Boulevard
1968
31,000
50.0
217
0.04
 
14.00
10.39
300 Executive Boulevard
1970
60,000
100.0
729
0.15
 
12.15
11.18
350 Executive Boulevard
1970
15,400
99.4
230
0.05
 
15.03
12.80
399 Executive Boulevard
1962
80,000
100.0
1,063
0.22
 
13.29
12.71
400 Executive Boulevard
1970
42,200
63.1
528
0.11
 
19.83
15.74
500 Executive Boulevard
1970
41,600
100.0
765
0.16
 
18.39
16.73
525 Executive Boulevard
1972
61,700
100.0
1,049
0.22
 
17.00
15.46
1 Westchester Plaza
1967
25,000
100.0
352
0.07
 
14.08
11.16
2 Westchester Plaza
1968
25,000
100.0
397
0.08
 
15.88
12.48
3 Westchester Plaza
1969
93,500
85.1
852
0.18
 
10.71
8.32
4 Westchester Plaza
1969
44,700
100.0
705
0.15
 
15.77
12.68
5 Westchester Plaza
1969
20,000
100.0
308
0.06
 
15.40
12.65
6 Westchester Plaza
1968
20,000
100.0
287
0.06
 
14.35
10.80
7 Westchester Plaza
1972
46,200
100.0
720
0.15
 
15.58
14.85
8 Westchester Plaza
1971
67,200
99.7
1,225
0.26
 
18.28
15.30
Hawthorne
               
200 Saw Mill River Road
1965
51,100
100.0
726
0.15
 
14.21
13.03
4 Skyline Drive
1987
80,600
93.0
1,280
0.27
 
17.08
13.70
5 Skyline Drive
1980
124,022
99.8
1,851
0.39
 
14.95
13.12
6 Skyline Drive
1980
44,155
100.0
530
0.11
 
12.00
7.93
8 Skyline Drive
1985
50,000
48.1
667
0.14
 
27.73
23.49
10 Skyline Drive
1985
20,000
100.0
392
0.08
 
19.60
15.75
11 Skyline Drive (f)
1989
45,000
100.0
997
0.21
 
22.16
21.47
12 Skyline Drive (f)
1999
46,850
85.1
588
0.12
 
14.75
13.19
15 Skyline Drive (f)
1989
55,000
86.6
364
0.08
 
7.64
7.01
Yonkers
               
100 Corporate Boulevard
1987
78,000
98.3
1,572
0.33
 
20.50
19.24
200 Corporate Boulevard South
1990
84,000
58.2
931
0.19
 
19.04
15.67
4 Executive Plaza
1986
80,000
100.0
1,523
0.32
 
19.04
16.49
6 Executive Plaza
1987
80,000
95.8
1,680
0.35
 
21.92
19.96
1 Odell Plaza
1980
106,000
100.0
1,725
0.36
 
16.27
14.83
3 Odell Plaza
1984
71,065
100.0
1,596
0.33
 
22.46
20.83


 
26

 


                 
Office/Flex Properties (continued)
 
and Industrial/Warehouse, Retail Properties, and Land Leases
           
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15
($000’s)
of Total 2015
 
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
 (b) (c)
Base Rent (%)
 
($) (c) (d)
($) (c) (e)
                 
5 Odell Plaza
1983
38,400
99.6
650
0.14
 
17.00
15.45
7 Odell Plaza
1984
42,600
100.0
699
0.15
 
16.41
13.97
                 
Total New York Office/Flex
 
2,348,812
93.1
33,993
7.09
 
15.55
13.55
                 
CONNECTICUT
               
                 
FAIRFIELD COUNTY
               
Stamford
               
419 West Avenue
1986
88,000
100.0
1,550
0.32
 
17.61
14.98
500 West Avenue
1988
25,000
100.0
482
0.10
 
19.28
16.00
550 West Avenue
1990
54,000
81.3
794
0.17
 
18.09
16.86
600 West Avenue
1999
66,000
100.0
670
0.14
 
10.15
9.55
650 West Avenue
1998
40,000
100.0
600
0.13
 
15.00
11.75
                 
Total Connecticut Office/Flex
 
273,000
96.3
4,096
0.86
 
15.58
13.53
                 
                 
TOTAL OFFICE/FLEX PROPERTIES
 
4,789,743
91.5
56,099
11.71
 
12.80
10.96
                 
NEW YORK
               
                 
WESTCHESTER COUNTY
               
Elmsford
               
1 Warehouse Lane (f)
1957
6,600
100.0
107
0.02
 
16.21
15.00
2 Warehouse Lane (f)
1957
10,900
100.0
160
0.03
 
14.68
13.76
3 Warehouse Lane (f)
1957
77,200
100.0
399
0.08
 
5.17
4.96
4 Warehouse Lane (f)
1957
195,500
97.0
2,236
0.47
 
11.79
10.50
5 Warehouse Lane (f)
1957
75,100
97.1
962
0.20
 
13.19
11.93
6 Warehouse Lane (f)
1982
22,100
100.0
555
0.12
 
25.11
24.43
                 
Total Industrial/Warehouse Properties
 
387,400
97.9
4,419
0.92
 
11.65
10.63
                 
NEW JERSEY
               
                 
HUDSON COUNTY
               
Weehawken
               
500 Avenue at Port Imperial
2013
16,736
61.2
0
0.00
 
0.00
0.00
                 
Total New Jersey Retail Properties
 
16,736
61.2
0
0.00
 
0.00
0.00
                 
NEW YORK
               
                 
WESTCHESTER COUNTY
               
Tarrytown
               
230 White Plains Road
1984
9,300
100.0
67
0.01
 
7.20
6.99
Yonkers
               
2 Executive Boulevard
1986
8,000
100.0
305
0.07
 
38.13
37.88
                 
Total New York Retail Properties
 
17,300
100.0
372
0.08
 
21.50
21.27
                 
Total Retail Properties
 
34,036
80.9
372
0.08
 
13.51
13.36
                 
NEW YORK
               
                 
WESTCHESTER COUNTY
               
Elmsford
               
700 Executive Boulevard
 -
 -
 -
160
0.03
 
 -
--


 
27

 


                 
Land Leases
               
(continued)
               
                 
     
Percentage
2015
   
2015
2015
   
Net
Leased
Base
   
Average
Average
   
Rentable
as of
Rent
Percentage
 
Base Rent
Effective Rent
 
Year
Area
12/31/15