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Mack-Cali Realty 10-Q 2006

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended September 30, 2006

 

or

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from                                            to                                            

 

Commission File Number : 1-13274

 

Mack-Cali Realty Corporation

(Exact name of registrant as specified in its charter)

Maryland

 

22-3305147

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

343 Thornall Street, Edison, New Jersey

 

08837-2206

(Address of principal executive offices)

 

(Zip Code)

 

(732) 590-1000

(Registrant’s telephone number, including area code)

Former Address: 11 Commerce Drive Cranford, New Jersey 07016-3501

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.  YES  x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check One):

 

Large accelerated filer x       Accelerated filer o        Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o  NO x

As of October 27, 2006, there were 62,604,676 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

 




MACK-CALI REALTY CORPORATION

FORM 10-Q

INDEX

Part I

Financial Information

 

 

 

 

 

 

 

 

 

Item 1.

 

Financial Statements (unaudited):

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Operations for the three and nine month periods ended September 30, 2006 and 2005

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005

 

 

 

 

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

 

 

 

 

 

 

 

Part II

Other Information

 

 

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

 

 

 

 

 

 

 

 

Item 1A.

 

Risk Factors

 

 

 

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

 

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

 

 

 

 

 

 

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

 

 

 

 

 

 

 

 

Item 5.

 

Other Information

 

 

 

 

 

 

 

 

 

Item 6.

 

Exhibits

 

 

 

 

 

 

 

 

Signatures

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

2




MACK-CALI REALTY CORPORATION

Part I — Financial Information

Item 1.                       Financial Statements

The accompanying unaudited consolidated balance sheets, statements of operations, of changes in stockholders’ equity, and of cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements.  The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair presentation for the interim periods.

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Mack-Cali Realty Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

The results of operations for the three and nine month periods ended September 30, 2006 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

3




MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited)

 

 

September 30,
2006

 

December 31,
2005

 

ASSETS

 

 

 

 

 

Rental property

 

 

 

 

 

Land and leasehold interests

 

$

656,810

 

$

637,653

 

Buildings and improvements

 

3,543,937

 

3,539,003

 

Tenant improvements

 

332,775

 

307,664

 

Furniture, fixtures and equipment

 

7,812

 

7,432

 

 

 

4,541,334

 

4,491,752

 

Less – accumulated depreciation and amortization

 

(763,053

)

(722,980

)

 

 

3,778,281

 

3,768,772

 

Rental property held for sale, net

 

247,207

 

 

Net investment in rental property

 

4,025,488

 

3,768,772

 

Cash and cash equivalents

 

20,780

 

60,397

 

Marketable securities available for sale at fair value

 

 

50,847

 

Investments in unconsolidated joint ventures

 

205,773

 

62,138

 

Unbilled rents receivable, net

 

107,757

 

92,692

 

Deferred charges and other assets, net

 

250,884

 

197,634

 

Restricted cash

 

15,981

 

9,221

 

Accounts receivable, net of allowance for doubtful accounts of $1,905 and $1,088

 

42,098

 

5,801

 

 

 

 

 

 

 

Total assets

 

$

4,668,761

 

$

4,247,502

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Senior unsecured notes

 

$

1,631,216

 

$

1,430,509

 

Revolving credit facility

 

412,000

 

227,000

 

Mortgages, loans payable and other obligations

 

402,621

 

468,672

 

Dividends and distributions payable

 

50,521

 

48,178

 

Accounts payable, accrued expenses and other liabilities

 

133,371

 

85,481

 

Rents received in advance and security deposits

 

49,519

 

47,685

 

Accrued interest payable

 

19,197

 

27,871

 

Total liabilities

 

2,698,445

 

2,335,396

 

 

 

 

 

 

 

Minority interests:

 

 

 

 

 

Operating Partnership

 

480,951

 

400,819

 

Consolidated joint ventures

 

2,104

 

 

Total minority interests

 

483,055

 

400,819

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value, 5,000,000 shares authorized, 10,000 and 10,000 shares outstanding, at liquidation preference

 

25,000

 

25,000

 

Common stock, $0.01 par value, 190,000,000 shares authorized, 62,551,206 and 62,019,646 shares outstanding

 

625

 

620

 

Additional paid-in capital

 

1,694,563

 

1,682,141

 

Unamortized stock compensation

 

 

(6,105

)

Dividends in excess of net earnings

 

(232,927

)

(189,579

)

Accumulated other comprehensive loss

 

 

(790

)

Total stockholders’ equity

 

1,487,261

 

1,511,287

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

4,668,761

 

$

4,247,502

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4




MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

REVENUES

 

 

 

 

 

 

 

 

 

Base rents

 

$

140,356

 

$

127,770

 

$

406,989

 

$

380,284

 

Escalations and recoveries from tenants

 

25,045

 

21,163

 

69,862

 

57,128

 

Construction services

 

23,236

 

 

36,286

 

 

Real estate services

 

10,653

 

636

 

19,015

 

1,853

 

Other income

 

3,927

 

4,583

 

9,985

 

7,517

 

Total revenues

 

203,217

 

154,152

 

542,137

 

446,782

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

Real estate taxes

 

22,652

 

19,885

 

64,891

 

56,890

 

Utilities

 

18,766

 

15,867

 

46,789

 

38,648

 

Operating services

 

23,534

 

19,544

 

66,024

 

59,428

 

Direct construction costs

 

22,568

 

 

35,148

 

 

Real estate services salaries, wages and other costs

 

6,686

 

 

10,820

 

 

General and administrative

 

12,173

 

7,952

 

32,796

 

23,449

 

Depreciation and amortization

 

40,132

 

37,838

 

116,980

 

106,067

 

Total expenses

 

146,511

 

101,086

 

373,448

 

284,482

 

Operating Income

 

56,706

 

53,066

 

168,689

 

162,300

 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

Interest expense

 

(35,815

)

(30,159

)

(100,620

)

(88,919

)

Interest and other investment income

 

514

 

308

 

2,359

 

493

 

Equity in earnings (loss) of unconsolidated joint ventures

 

(4,757

)

322

 

(5,356

)

552

 

Minority interest in consolidated joint ventures

 

113

 

 

143

 

(74

)

Gain on sale of investment in marketable securities

 

 

 

15,060

 

 

Gain on sale of investment in unconsolidated joint ventures

 

 

 

 

35

 

Total other (expense) income

 

(39,945

)

(29,529

)

(88,414

)

(87,913

)

Income from continuing operations before Minority interest in Operating Partnership

 

16,761

 

23,537

 

80,275

 

74,387

 

Minority interest in Operating Partnership

 

(3,263

)

(4,205

)

(15,326

)

(15,043

)

Income from continuing operations

 

13,498

 

19,332

 

64,949

 

59,344

 

Discontinued operations (net of minority interest):

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

3,013

 

1,772

 

7,872

 

12,270

 

Realized gains (losses) and unrealized losses on disposition of rental property, net

 

 

 

3,921

 

8,973

 

Total discontinued operations, net

 

3,013

 

1,772

 

11,793

 

21,243

 

Net income

 

16,511

 

21,104

 

76,742

 

80,587

 

Preferred stock dividends

 

(500

)

(500

)

(1,500

)

(1,500

)

Net income available to common shareholders

 

$

16,011

 

$

20,604

 

$

75,242

 

$

79,087

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.21

 

$

0.30

 

$

1.02

 

$

0.94

 

Discontinued operations

 

0.05

 

0.03

 

0.19

 

0.35

 

Net income available to common shareholders

 

$

0.26

 

$

0.33

 

$

1.21

 

$

1.29

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.21

 

$

0.30

 

$

1.01

 

$

0.94

 

Discontinued operations

 

0.05

 

0.03

 

0.19

 

0.35

 

Net income available to common shareholders

 

$

0.26

 

$

0.33

 

$

1.20

 

$

1.29

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.64

 

$

0.63

 

$

1.90

 

$

1.89

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

62,302

 

61,609

 

62,158

 

61,397

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

78,258

 

75,760

 

77,664

 

73,585

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5




MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Unamortized

 

Dividends in

 

Other

 

Total

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Paid-In

 

Stock

 

Excess of

 

Comprehensive

 

Stockholders’

 

Comprehensive

 

 

 

Shares

 

Amount

 

Shares

 

Par Value

 

Capital

 

Compensation

 

Net Earnings

 

Income (Loss)

 

Equity

 

Income

 

Balance at January 1, 2006

 

10

 

$

25,000

 

62,020

 

$

620

 

$

1,682,141

 

$

(6,105

)

$

(189,579

)

$

(790

)

$

1,511,287

 

 

Reclassification upon the adoption of FASB No. 123(R)

 

 

 

 

 

(6,105

)

6,105

 

 

 

 

 

Net income

 

 

 

 

 

 

 

76,742

 

 

76,742

 

$

76,742

 

Preferred stock dividends

 

 

 

 

 

 

 

(1,500

)

 

(1,500

)

 

Common stock dividends

 

 

 

 

 

 

 

(118,590

)

 

(118,590

)

 

Redemption of common units for common stock

 

 

 

222

 

2

 

6,853

 

 

 

 

6,855

 

 

Shares issued under Dividend Reinvestment and Stock Purchase Plan

 

 

 

4

 

 

184

 

 

 

 

184

 

 

Stock options exercised

 

 

 

302

 

3

 

8,836

 

 

 

 

8,839

 

 

Stock options expense

 

 

 

 

 

212

 

 

 

 

212

 

 

Comprehensive Gain:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain on marketable securities available for sale

 

 

 

 

 

 

 

 

15,850

 

15,850

 

15,850

 

Directors Deferred comp. plan

 

 

 

 

 

226

 

 

 

 

226

 

 

Issuance of restricted stock

 

 

 

10

 

 

 

 

 

 

 

 

Amortization of stock comp.

 

 

 

 

 

2,216

 

 

 

 

2,216

 

 

Cancellation of restricted stock

 

 

 

(7

)

 

 

 

 

 

 

 

Reclassification adjustment for realized gain included in net income

 

 

 

 

 

 

 

 

(15,060

)

(15,060

)

(15,060

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2006

 

10

 

$

25,000

 

62,551

 

$

625

 

$

1,694,563

 

$

 

$

(232,927

)

$

 

$

1,487,261

 

$

77,532

 

 

The accompanying notes are an integral part of these consolidated financial statements.

6




MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)

 

 

Nine Months Ended
September 30,

 

 

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

76,742

 

$

80,587

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

116,980

 

106,067

 

Depreciation and amortization on discontinued operations

 

7,088

 

9,420

 

Stock options expense

 

212

 

411

 

Amortization of stock compensation

 

2,216

 

2,285

 

Amortization of deferred financing costs and debt discount

 

2,171

 

2,556

 

Equity in (earnings) losses of unconsolidated joint ventures, net

 

5,356

 

(552

)

Gain on sale of investment in unconsolidated joint venture

 

 

(35

)

Gain on sale of marketable securities available for sale

 

(15,060

)

 

Realized gains and unrealized losses on disposition of rental property (net of minority interest)

 

(3,921

)

(8,973

)

Minority interest in Operating Partnership

 

15,326

 

15,043

 

Minority interest in consolidated joint venture

 

(143

)

74

 

Minority interest in income from discontinued operations

 

1,926

 

2,287

 

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in unbilled rents receivable, net

 

(15,190

)

(9,185

)

Increase in deferred charges and other assets, net

 

(41,367

)

(38,105

)

Increase in accounts receivable, net

 

(11,297

)

(1,537

)

Increase in accounts payable, accrued expenses and other liabilities

 

22,786

 

24,449

 

Increase (decrease) in rents received in advance and security deposits

 

1,834

 

(92

)

Decrease in accrued interest payable

 

(8,674

)

(6,582

)

 

 

 

 

 

 

Net cash provided by operating activities

 

$

156,985

 

$

178,118

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Additions to rental property and related intangibles

 

$

(192,137

)

$

(417,305

)

Repayments of notes receivable

 

113

 

47

 

Investment in unconsolidated joint ventures

 

(148,991

)

(17,250

)

Purchase of marketable securities available for sale

 

(11,912

)

 

Proceeds from sale of investment in unconsolidated joint venture

 

 

2,676

 

Acquisition of minority interest in consolidated joint venture

 

 

(7,713

)

Proceeds from sales of rental property

 

18,912

 

97,414

 

Proceeds from sale of marketable securities available for sale

 

78,609

 

 

(Increase) decrease in restricted cash

 

(6,760

)

1,179

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(262,166

)

$

(340,952

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from senior unsecured notes

 

$

199,914

 

$

298,804

 

Borrowings from revolving credit facility

 

660,250

 

916,460

 

Repayment of revolving credit facility

 

(500,180

)

(796,460

)

Repayment of mortgages, loans payable and other obligations

 

(156,361

)

(159,192

)

Payment of financing costs

 

(384

)

(4,176

)

Proceeds from mortgages

 

 

32,926

 

Proceeds from stock options exercised

 

8,839

 

15,545

 

Payment of dividends and distributions

 

(146,514

)

(143,772

)

 

 

 

 

 

 

Net cash provided by financing activities

 

$

65,564

 

$

160,135

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

$

(39,617

)

$

(2,699

)

Cash and cash equivalents, beginning of period

 

60,397

 

12,270

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

20,780

 

$

9,571

 

 

The accompanying notes are an integral part of these consolidated financial statements.

7




MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.              ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (collectively, the “Company”), is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”) providing leasing, management, acquisition, development, construction and tenant-related services for its properties and third-parties.  As of September 30, 2006, the Company owned or had interests in 321 properties plus developable land (collectively, the “Properties”).  The Properties aggregate approximately 36.1 million square feet, which are comprised of 214 office buildings and 96 office/flex buildings, totaling approximately 35.7 million square feet (which include 43 office buildings and one office/flex building aggregating 5.3 million square feet owned by unconsolidated joint ventures in which the Company has investment interests), six industrial/warehouse buildings totaling approximately 387,400 square feet, two retail properties totaling approximately 17,300 square feet, a hotel (which is owned by an unconsolidated joint venture in which the Company has an investment interest) and two parcels of land leased to others.  The Properties are located in nine states, primarily in the Northeast, plus the District of Columbia.

BASIS OF PRESENTATION

The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P. (the “Operating Partnership”) and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any.  See Note 2: Significant Accounting Policies – Investments in Unconsolidated Joint Ventures for the Company’s treatment of unconsolidated joint venture interests.  Intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

2.              SIGNIFICANT ACCOUNTING POLICIES

Rental

 

 

Property

 

Rental properties are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Included in total rental property is construction and development in-progress of $173.6 million and $118.8 million (including land of $61.8 million and $58.4 million) as of September 30, 2006 and December 31, 2005, respectively. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

 

 

 

 

 

The Company considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, and capitalizes only those costs

 

8




 

 

associated with the portion under construction.

 

 

 

 

 

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

Leasehold interests

 

Remaining lease term

Buildings and improvements

 

5 to 40 years

Tenant improvements

 

The shorter of the term of the related lease or useful life

Furniture, fixtures and equipment

 

5 to 10 years

 

 

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their relative fair values. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

 

 

 

 

 

Above-market and below-market lease values for acquired properties are recorded based on the present value, (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

 

 

 

 

 

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

 

 

 

 

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s real estate properties held for use may be impaired. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the

 

9




 

 

property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved. Management does not believe that the value of any of the Company’s rental properties is impaired.

 

 

 

Rental Property

 

 

Held for Sale and

 

 

Discontinued

 

 

Operations

 

When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.  If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established.  Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.  See Note 6: Discontinued Operations.

 

 

 

 

 

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.  A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.

 

 

 

Investments in

 

 

Unconsolidated

 

 

Joint Ventures, Net

 

The Company accounts for its investments in unconsolidated joint ventures for which Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46”) does not apply under the equity method of accounting as the Company exercises significant influence, but does not control these entities. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions.

 

 

 

 

 

FIN 46 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIE (the “primary beneficiary”).  Generally, FIN 46 applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

 

 

 

 

 

The Company has evaluated its joint ventures with regards to FIN 46.  As of September 30, 2006, the Company has identified its Meadowlands Xanadu joint venture as a VIE, but is not consolidating such venture as the Company is not the primary beneficiary.  Disclosure about this VIE is included in Note 4: Investments in Unconsolidated Joint Ventures.

 

 

 

 

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired.  An investment is impaired only if management’s estimate of the value of the investment is less than the

 

10




 

 

carrying value of the investment, and such decline in value is deemed to be other than temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment.  Management does not believe that the value of any of the Company’s investments in unconsolidated joint ventures is impaired.  See Note 4: Investments in Unconsolidated Joint Ventures.

 

 

 

Cash and Cash

 

 

Equivalents

 

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

 

 

 

Marketable

 

 

Securities

 

The Company classifies its marketable securities among three categories: Held-to-maturity, trading and available-for-sale.  Unrealized holding gains and losses relating to available-for-sale securities are excluded from earnings and reported as other comprehensive income (loss) in stockholders’ equity until realized.  A decline in the market value of any marketable security below cost that is deemed to be other than temporary results in a reduction in the carrying amount to fair value.  Any impairment would be charged to earnings and a new cost basis for the security established.

 

 

 

 

 

The Company’s marketable securities at December 31, 2005 carried a value of $50.8 million and consisted of 1,468,300 shares of common stock in CarrAmerica Realty Corporation, which were all acquired in 2005.  The Company’s marketable securities at December 31, 2005 were all classified as available-for-sale and were carried at fair value based on quoted market prices.  The Company recorded an unrealized holding loss of $790,000 as other comprehensive loss in 2005.  From January 1, 2006 through January 25, 2006, the Company purchased an additional 336,500 shares of common stock in CarrAmerica for a total purchase price of $11.9 million.

 

 

 

 

 

The Company received dividend income of approximately $902,000 from its holdings in CarrAmerica stock during the three months ended March 31, 2006, which is recorded in interest and dividend income.  During the three months ended March 31, 2006, the Company sold all of its 1,804,800 shares of CarrAmerica common stock realizing a gain of approximately $15.1 million, which is recorded in gain on sale of marketable securities.

 

 

 

Deferred

 

 

Financing Costs

 

Costs incurred in obtaining financing are capitalized and amortized on a straight-line basis, which approximates the effective interest method, over the term of the related indebtedness.  Amortization of such costs is included in interest expense and was $725,000 and $817,000 for the three months ended September 30, 2006 and 2005, respectively, and $2,171,000 and $2,556,000 for the nine months ended September 30, 2006 and 2005, respectively.

 

 

 

Deferred

 

 

Leasing Costs

 

Costs incurred in connection with leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization.  Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.  Certain employees of the Company are compensated for providing leasing services to the Properties.  The portion of such compensation, which is capitalized and amortized, approximated $908,000 and $911,000 for the three months ended September 30, 2006 and 2005, respectively and $2,574,000 and $2,817,000 for the nine months ended September 30, 2006 and 2005, respectively.

 

 

 

Derivative

 

 

Instruments

 

The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  For derivatives designated and qualifying as fair value hedges, the changes in the fair value of

 

11




 

 

both the derivative instrument and the hedged item are recorded in earnings.  For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings.  Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

 

 

 

Revenue

 

 

Recognition

 

Base rental revenue is recognized on a straight-line basis over the terms of the respective leases. Unbilled rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.  Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases.  The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.  Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements.  These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  See Note 13: Tenant Leases.  Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients.  Construction services revenue is recognized on the percentage of completion method.  Using this method, profits are recorded on the basis of estimates of the overall profit and percentage of completion of individual contracts.  A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract.  This revenue recognition method involves inherent risks relating to profit and cost estimates.  Real estate services revenue includes property management, facilities management, leasing commission fees and other services, and payroll and related costs reimbursed from clients.  Other income includes income from parking spaces leased to tenants, income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

 

 

 

Allowance for

 

 

Doubtful Accounts

 

Management periodically performs a detailed review of amounts due from tenants and clients to determine if accounts receivable balances are impaired based on factors affecting the collectibility of those balances.  Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.

 

 

 

Income and

 

 

Other Taxes

 

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income to its shareholders.  The Company has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”).  In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name

 

12




 

 

under which any lodging facility or health care facility is operated).  A TRS is subject to corporate federal income tax.  If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.  The Company is subject to certain state and local taxes.

 

 

 

Earnings

 

 

Per Share

 

The Company presents both basic and diluted earnings per share (“EPS”).  Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount.

 

 

 

Dividends and

 

 

Distributions

 

 

Payable

 

The dividends and distributions payable at September 30, 2006 represents dividends payable to preferred shareholders (10,000 shares) and common shareholders (62,562,206 shares), and distributions payable to minority interest common unitholders of the Operating Partnership (15,595,825 common units) for all such holders of record as of October 4, 2006 with respect to the third quarter 2006.  The third quarter 2006 preferred stock dividends of $50.00 per share, common stock dividends and common unit distributions of $0.64 per common share and unit were approved by the Board of Directors on September 19, 2006.  The preferred stock dividends, common stock dividends and common unit distributions payable were paid on October 16, 2006.

 

 

 

 

 

The dividends and distributions payable at December 31, 2005 represents dividends payable to preferred shareholders (10,000 shares) and common shareholders (62,028,306 shares), and distributions payable to minority interest common unitholders of the Operating Partnership (13,650,439 common units) for all such holders of record as of January 5, 2006 with respect to the fourth quarter 2005.  The fourth quarter 2005 preferred stock dividends of $50.00 per share, common stock dividends and common unit distributions of $0.63 per common share and unit were approved by the Board of Directors on December 6, 2005.  The common stock dividends and common unit distributions payable were paid on January 13, 2006.  The preferred stock dividends payable were paid on January 17, 2006.

 

 

 

Costs Incurred

 

 

For Preferred

 

 

Stock Issuances

 

Costs incurred in connection with the Company’s preferred stock issuances are reflected as a reduction of additional paid-in capital.

 

 

 

Stock

 

 

Compensation

 

The Company accounts for stock options and restricted stock awards granted prior to 2002 using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,  “Accounting for Stock Issued to Employees,” and related Interpretations (“APB No. 25”).  Under APB No. 25, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the exercise price of the option granted.  Compensation cost for stock options is recognized ratably over the vesting period.  The Company’s policy is to grant options with an exercise price equal to the quoted closing market price of the Company’s stock on the business day preceding the grant date.  Accordingly, no compensation cost has been recognized under the Company’s stock option plans for the granting of stock options made prior to 2002.  Restricted stock awards granted prior to 2002 are valued at the vesting dates of such awards with compensation cost for such awards recognized ratably over the vesting period.

 

13




 

 

In 2002, the Company adopted the provisions of FASB No. 123, and in 2006, the Company adopted the provisions of FASB No. 123(R), which did not have a material effect on the Company’s financial position and results of operations.  These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”) and stock options at the grant date be amortized ratably into expense over the appropriate vesting period.  For the three months ended September 30, 2006 and 2005, the Company recorded restricted stock and stock options expense of $815,000 and $1,070,000, respectively, and $2,429,000 and $2,696,000 for the nine months ended September 30, 2006 and 2005, respectively.  FASB No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, was issued in December 2002 and amends FASB No. 123, Accounting for Stock Based Compensation.  FASB No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock based compensation.  In addition, this Statement amends the disclosure requirements of FASB No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  FASB No. 148 disclosure requirements are presented below:

 

The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested stock awards for the three and nine month periods ended September 30, 2005: (dollars in thousands)

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2005

 

2005

 

Net income, as reported

 

$

21,104

 

$

80,587

 

Add:

Stock-based compensation expense

 

 

 

 

 

 

included in reported net income

 

 

 

 

 

 

(net of minority interest)

 

875

 

2,262

 

Deduct:

Total stock-based compensation

 

 

 

 

 

expense determined under fair value

 

 

 

 

 

based method for all awards

 

(1,195

)

(3,000

)

Add:

Minority interest on stock-based

 

 

 

 

 

 

compensation expense under

 

 

 

 

 

 

fair value based method

 

218

 

482

 

Pro forma net income

 

21,002

 

80,331

 

Deduct:Preferred stock dividends

 

(500

)

(1,500

)

Pro forma net income available to common shareholders – basic

 

$

20,502

 

$

78,831

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

Basic – as reported

 

$

0.33

 

$

1.29

 

Basic – pro forma

 

$

0.33

 

$

1.28

 

 

 

 

 

 

 

Diluted – as reported

 

$

0.33

 

$

1.29

 

Diluted – pro forma

 

$

0.33

 

$

1.28

 

 

Other

 

 

Comprehensive

 

 

Income

 

Other comprehensive income (loss) includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale.

 

 

 

Reclassifications

 

Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.

 

14




3.              REAL ESTATE TRANSACTIONS

Gale/Green Transactions

On May 9, 2006, the Company completed the acquisitions of:  (i) The Gale Company and certain of its related businesses, which engage in construction, property management, facilities management, and leasing services (collectively, the “Gale Company”); (ii) three office properties; and (iii) indirect interests in a portfolio of office properties, located primarily in New Jersey, which were owned indirectly by The Gale Company and its affiliates (“Gale”) and affiliates of SL Green Realty Corp. (“SL Green”).  The agreements to complete the aforementioned acquisitions (collectively, the “Gale/Green Transactions”) required that the Company complete all of the acquisitions.

The Gale Company was acquired by the Company for initial purchase consideration of approximately $22.3 million consisting of the issuance by the Company of 224,719 common units of the Operating Partnership and the payment of approximately $12 million in cash, which was primarily funded through borrowing under the Company’s revolving credit facility.  Additionally, the agreement to acquire the Gale Company (“Gale Agreement”) contains earn-out provisions providing for the payment of contingent purchase consideration of up to $18 million in cash based upon the achievement of Gross Income and NOI (as such terms are defined in the Gale Agreement) targets and other events for the three years following the closing date.

In connection with the Company’s acquisition of the Gale Company, Mr. Stanley C. Gale and certain other affiliates of Gale are restricted from competing with the Company or hiring the Company’s employees for a period of four years expiring on May 9, 2010.

In addition, the Gale Agreement provides for the Company to acquire certain other ownership interests in up to 11 real estate projects (the “Non-Portfolio Properties”), subject to obtaining certain third party consents and the satisfaction of various project-related and/or other conditions.  Each of the Company’s acquired interests in the Non-Portfolio Properties will provide for the initial distributions of net cash flow solely to the Company, and thereafter an affiliate of Gale controlled by Stanley C. Gale (“Gale Affiliate”) has participation rights (“Gale Participation Rights”) in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an internal rate of return (“IRR”) of 10 percent per annum, accruing on the date or dates of the Company’s investments.  Mr. Gale has caused the Gale Affiliate to transfer certain of his interests in the Non-Portfolio Properties, to several former employees of Gale, some of whom are current employees of the Company, including Mark Yeager, one of the Company’s executive officers.

Through September 30, 2006, the Company completed seven of the acquisitions of interests in the Non-Portfolio Properties, which included the acquisitions of:  a 530,000 square foot, mixed-use office/retail complex; a 139,750 square-foot fully-leased office property; an office property in development; two vacant land parcels and two pre-developed projects.  The aggregate cost of the completed acquisitions was approximately $24.7 million.

In connection with the execution of the Gale Agreement, the Company entered into agreements to acquire three office properties directly and indirect ownership interests in entities which own a portfolio of office properties (collectively, the “Gale/Green Agreements”).  Under the Gale/Green Agreements, the Company acquired 100 percent of the ownership interests in three office properties located in New Jersey, aggregating 516,162 square feet, (the “Wholly-Owned Properties”).  The Wholly-Owned Properties were acquired for approximately $106 million, consisting of the assumption of $39.9 million in existing mortgage indebtedness and the payment of $66.1 million in cash, which was funded primarily through borrowing under the Company’s revolving credit facility.

Also, as part of the Gale/Green Agreements, the Company entered into a joint venture with SL Green, known as Mack-Green-Gale LLC (“Mack-Green”), to hold an approximate 96 percent interest and act as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OP LP”).  The Company acquired its interest in Mack-Green for approximately $116 million, which was funded primarily through borrowing under the Company’s revolving credit facility.  The OP LP owns 100 percent of entities which own 25 office properties (collectively, the “OP LP Properties”) which aggregate 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan), as well as a minor, non-controlling interest in four office properties aggregating 419,000 square feet

15




located in Naperville, Illinois.  For a discussion of the ownership interests in Mack-Green, see Note 4:  Investments in Unconsolidated Joint Ventures – Mack-Green-Gale LLC.

The Company has not yet obtained all the information necessary to finalize its estimates to complete the purchase price allocations related to the Gale/Green Transactions.  The purchase price allocations will be finalized once the information identified by the Company has been received, which should not be longer than one year from the date of acquisition.

Property Acquisitions

The Company acquired the following office properties during the nine months ended September 30, 2006:  (dollars in thousands)

Acquisition

 

 

 

 

 

# of

 

Rentable

 

Acquisition

 

Date

 

Property/Address

 

Location

 

Bldgs.

 

Square Feet

 

Cost

 

02/28/06

 

Capital Office Park (a)

 

Greenbelt, Maryland

 

7

 

842,258

 

$

166,011

 

05/09/06

 

35 Waterview Boulevard (b) (c)

 

Parsippany, New Jersey

 

1

 

172,498

 

32,600

 

05/09/06

 

105 Challenger Road (b) (d)

 

Ridgefield Park, New Jersey

 

1

 

150,050

 

31,792

 

05/09/06

 

343 Thornall Street (b) (e)

 

Edison, New Jersey

 

1

 

195,709

 

41,113

 

07/31/06

 

395 W. Passaic Street (f)

 

Rochelle Park, New Jersey

 

1

 

100,589

 

22,219

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Property Acquisitions:

 

 

 

11

 

1,461,104

 

$

293,735

 

 


(a)                                  This transaction was funded primarily through the assumption of $63.2 million of mortgage debt and the issuance of 1.9 million common operating partnership units valued at $87.2 million.

(b)                                 The property was acquired as part of the Gale/Green Transactions.

(c)                                  Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $20.4 million of mortgage debt.

(d)                                 Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $19.5 million of mortgage debt.

(e)                                  Transaction was funded primarily through borrowing on the Company’s revolving credit facility.

(f)                                    Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $13.1 million of mortgage debt.

Property Sales

The Company sold the following office properties during the nine months ended September 30, 2006:  (dollars in thousands)

 

 

 

 

 

 

 

 

Rentable

 

Net

 

Net

 

Realized

 

Sale

 

 

 

 

 

# of

 

Square

 

Sales

 

Book

 

Gain/

 

Date

 

Property/Address

 

Location

 

Bldgs.

 

Feet

 

Proceeds

 

Value

 

(Loss)

 

06/28/06

 

Westage Business Center

 

Fishkill, New York

 

1

 

118,727

 

$

14,765

 

$

10,872

 

$

3,893

 

06/30/06

 

1510 Lancer Drive

 

Moorestown, New Jersey

 

1

 

88,000

 

4,146

 

3,134

 

1,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Office Property Sales:

 

 

 

2

 

206,727

 

$

18,911

 

$

14,006

 

$

4,905

 

4.              INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The debt of the Company’s unconsolidated joint ventures aggregating $571.0 million as of September 30, 2006 is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations, and except as otherwise indicated below.

MEADOWLANDS XANADU

On November 25, 2003, the Company and affiliates of The Mills Corporation (“Mills”) entered into a joint venture agreement (“Meadowlands Xanadu Venture Agreement”) to form Meadowlands Mills/Mack-Cali Limited Partnership (“Meadowlands Venture”) for the purpose of developing a $1.3 billion family entertainment, recreation and retail complex with an office and hotel component to be built at the Meadowlands sports complex in East Rutherford, New Jersey (“Meadowlands Xanadu”).  The First Amendment to the Meadowlands Xanadu Venture

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Agreement was entered into as of June 30, 2005.  Meadowlands Xanadu’s approximately 4.76 million-square-foot complex is expected to feature a family entertainment, recreation and retail destination comprising five themed zones: sports; entertainment; children’s education; fashion; and food and home, in addition to four office buildings, aggregating approximately 1.8 million square feet, and a 520-room hotel.

On December 3, 2003, the Meadowlands Venture entered into a redevelopment agreement (the “Redevelopment Agreement”) with the New Jersey Sports and Exposition Authority (“NJSEA”) for the redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford, New Jersey and the construction of the Meadowlands Xanadu project.  The Redevelopment Agreement provides for a 75-year ground lease and requires the Meadowlands Venture to pay the NJSEA a $160 million development rights fee and fixed rent over the term.  Fixed rent will be in the amount of $1,000 per year for the first 15 years, increasing to $7.5 million from the 16th to the 18th years, increasing to $8.4 million in the 19th year, increasing to $8.7 million in the 20th year, increasing to $9.0 million in the 21st year, then to $9.2 million in the 23rd to 26th years, with additional increases over the remainder of the term, as set forth in the ground lease.  The ground lease also allows for the potential for participation rent payments by the Meadowlands Venture, as described in the ground lease agreement.  The First Amendment to the Redevelopment Agreement and the ground lease, itself, were signed on October 5, 2004.  The Meadowlands Venture received all necessary permits and approvals from the NJSEA and U.S. Army Corps of Engineers in March 2005 and commenced construction in the same month.  As a condition to fill wetlands pursuant to the permit issued by the U.S. Army Corps of Engineers and pursuant to the Redevelopment Agreement, as amended, Mills conveyed certain vacant land, known as the Empire Tract, to a conservancy trust.  On June 30, 2005, the $160 million development rights fee was deposited into an escrow account by the Meadowlands Venture in accordance with the terms of the First Amendment to the Redevelopment Agreement.  On such date, the following amounts were paid from escrow:  (i) approximately $37.2 million to defease certain debt obligations of the NJSEA; and (ii) $26.8 million to the NJSEA, which, in turn, paid such amount to the Meadowlands Venture for the Empire Tract.  Subsequently, the remainder of the monies were released from the escrow account to the NJSEA.

The Company and Mills own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture.  These interests were subject to certain participation rights by The New York Giants, which were subsequently terminated in April 2004.  The Meadowlands Xanadu Venture Agreement required the Company to make an equity contribution up to a maximum of $32.5 million, which it fulfilled in April 2005.  Pursuant to the Meadowlands Xanadu Venture Agreement, Mills has received subordinated capital credit in the venture of approximately $118.0 million, which represents certain costs incurred by Mills in connection with the Empire Tract prior to the creation of the Meadowlands Venture.  However, under the First Amendment to the Meadowlands Xanadu Venture Agreement, the Company and Mills agreed that due to the expected receipt by the Meadowlands Venture of certain other sums and certain development costs savings in connection with Meadowlands Xanadu, Mills’ subordinated capital credit in the venture for the Empire Tract should be reduced to $60.0 million as of the date of the First Amendment to the Meadowlands Xanadu Venture Agreement.  The Meadowlands Xanadu Venture Agreement requires Mills to contribute the balance of the capital required to complete the entertainment phase, subject to certain limitations.  The Company will receive a 9 percent preferred return on its equity investment, only after Mills receives a 9 percent preferred return on its equity investment.  Residual returns, subject to participation by other parties, will be in proportion to each partner’s respective percentage interest.

Mills will develop, lease and operate the entertainment phase of the Meadowlands Xanadu project.  The Meadowlands Venture has formed and owns, directly and indirectly, all of the partnership interests in and to the component ventures which were formed for the future development of the office and hotel phases, which the Company will develop, lease and operate.  Upon the Company’s exercise of its rights under the Meadowlands Xanadu Venture Agreement to develop the office and hotel phases, the Meadowlands Venture will convey ownership of the component ventures to the Company and Mills or its affiliate, and the Company or its affiliate will own an 80 percent interest and Mills or its affiliate will own a 20 percent interest in such component ventures.  However, under the First Amendment to the Meadowlands Xanadu Venture Agreement, if the Meadowlands Venture develops a hotel that has video lottery terminals (or “slots”), or any other legalized form of gaming on or in its premises, then the Company or its affiliate will own a 50 percent interest in such component venture and Mills or its affiliate will own a 50 percent interest.  The Meadowlands Xanadu Venture Agreement requires that the Company must exercise its rights with respect to the first office and hotel phase no later than four years after the grand opening of the entertainment phase, and requires that the Company exercise all of its rights with respect to the office and hotel phases no later than 10 years from such date, but does not require that any or all components be

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developed.  However, under the Meadowlands Xanadu Venture Agreement, Mills has the right to accelerate such exercise schedule, subject to certain conditions.  Should the Company fail to meet the time schedule described above for the exercise of its rights with respect to the office and hotel phases, the Company will forfeit its rights to control future development.  If this occurs, Mills will have the right to develop the additional phases, subject to the Company’s right to participate, or to cause the Meadowlands Venture to sell such components to a third party, subject to a sales price limitation of 95 percent of the value that would have been required to form such component ventures.

Commencing three years after the grand opening of the entertainment phase of the Meadowlands Xanadu project, either Mills or the Company may sell its partnership interest to a third party subject to the following provisions:

·                  Mills has certain “drag-along” rights and the Company has certain “tag-along” rights in connection with such sale of interest to a third party; and

·                  Mills has a right of first refusal with respect of a sale by the Company of its partnership interests.

In addition, commencing on the sixth anniversary of the opening, the Company may cause Mills to purchase, and Mills may cause the Company to sell to Mills, all of the Company’s partnership interests at a price based on the then fair market value of the project.  Notwithstanding the exercise by Mills or the Company of any of the foregoing rights with respect to the sale of the Company’s partnership interest to Mills or a third party, the Company will retain its right to component ventures for the future development of the office and hotel phases.

On August 21, 2006, The Mills Corporation (“TMC”) announced that it had signed a non-binding letter of intent with Colony Capital Acquisitions, LLC (“Colony”) and Kan Am USA Management XXII Limited Partnership (“Kan Am”) under which Colony would arrange for construction financing for Meadowlands Xanadu and make a significant equity infusion into the Meadowlands Venture, and TMC would not have any financial obligations post closing (“Colony Transaction”).  Kan Am has been a partner with Mills in the Meadowlands Venture.

The Company has reached an agreement in principle with Colony, TMC and Kan Am whereby the Company will relinquish its participation in the entertainment/retail component of Meadowlands Xanadu in exchange for $25 million; $22.5 million payable at closing and the remaining $2.5 million due when the Company exercises its rights to develop any of the office or hotel phases.  Concurrently with the payment of the $2.5 million, the Company’s ownership interest in the office and hotel component ventures will be reduced from 80 percent to 75 percent.  It is expected that the agreement in principle will be consummated simultaneous with the completion of the Colony Transaction.

In October 2006, Mills, the manager of the Meadowlands Venture, provided the Company information regarding the restatements of financial information it had previously presented to the Company for the period from November 25, 2003 (the inception of the Meadowlands Venture) through December 31, 2005.  Included in the Company’s equity in loss of unconsolidated joint ventures from the Meadowlands Venture of $1.8 million for the three and nine months ended September 30, 2006 is $1.4 million related to the Company’s allocated share of the loss arising from the restatement for the period referenced above.

On February 12, 2003, the NJSEA selected The Mills Corporation and the Company to redevelop the Continental Airlines Arena site (“Arena Site”) for mixed uses, including retail.  In March 2003, Hartz Mountain Industries, Inc., (“Hartz”), filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin NJSEA from entering into a contract with the Meadowlands Venture for the redevelopment of the Continental Airlines Arena site.  In May 2003, the court denied Hartz’s request for an injunction and dismissed its suit for failure to exhaust administrative remedies.  In June 2003, the NJSEA held hearings on Hartz’s protest, and on a parallel protest filed by another rejected developer, Westfield, Inc. (“Westfield”).  On September 10, 2003, the NJSEA ruled against Hartz’s and Westfield’s protests.  Hartz and Westfield, as well as Elliot Braha and three other taxpayers (collectively “Braha”), thereafter filed appeals from the NJSEA’s final decision.  By decision dated May 14, 2004, the Appellate Division of the Superior Court of New Jersey rejected the appellants’ contention that the NJSEA lacks statutory authority to allow retail development of its property.  The Appellate Division also remanded Hart’s claim under the Open Public Records Acts, seeking disclosure of additional documents from NJSEA, to the Law Division for further proceedings.  The Supreme Court of New Jersey declined to review the Appellate Division’s decision.  On August 19, 2004, the Law Division issued a decision resolving Hartz’s Open Public Records Act claim and

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ordered NJSEA to disclose some, but not all, of the documents Hartz was seeking.  The Appellate Division, in a decision rendered on November 24, 2004, upheld the findings of the Law Division in the remand proceeding.  The Supreme Court of New Jersey declined to review the Appellate Division’s decision.  At Hartz’s request, the NJSEA thereafter held further hearings on December 15 and 16, 2004, to review certain additional facts in support of Hartz’s and Westfield’s bid protest.  Braha, as a taxpayer, did not have standing to participate in the supplemental protest hearing.  On March 4, 2005, the Hearing Officer rendered his Supplemental Report and Recommendation to the NJSEA, finding no merit in the protests presented by Hartz and Westfield.  The NJSEA accepted the Hearing Officer’s Supplemental Report and Recommendation on March 30, 2005 and Hartz and Braha have appealed that decision to the Appellate Division.

In January 2004, Hartz and Westfield also appealed to the Appellate Division of the Superior Court of New Jersey from the NJSEA’s December 2003 approval and execution of the Redevelopment Agreement with the Meadowlands Venture.

In November 2004, Hartz and Westfield filed additional appeals in the Appellate Division challenging NJSEA’s resolution authorizing the execution of the First Amendment to the Redevelopment Agreement with Meadowlands Venture and the ground lease with the Meadowlands Venture.

All of the above appeals have been consolidated by the Appellate Division.  On August 17, 2006, the Appellate Division issued an opinion affirming NJSEA’s selection of the Meadowlands Venture and rejecting the appellants’ arguments in all respects.  On August 28, 2006, Hartz made a motion before the Appellate Division for reconsideration of this decision and for supplementation of the record.  That motion is pending.

On September 30, 2004, the Borough of Carlstadt filed an action in the Superior Court of New Jersey Law Division, challenging Meadowlands Xanadu, which asserted claims that are substantially the same as claims asserted by Hartz and Braha in the above appeals.  By Order dated November 19, 2004, the Law Division transferred that matter to the Superior Court of New Jersey, Appellate Division.  This matter was voluntarily dismissed by Carlstadt in accordance with a March 22, 2006, Settlement Agreement and Release between Carlstadt and the Meadowlands Venture.

Several appeals filed by Hartz, the Sierra Club and others, including certain environmental groups, that challenge certain approvals received by the Meadowlands Venture from the NJSEA, the New Jersey Meadowlands Commission (“NJMC”) and the New Jersey Department of Environmental Protection (“NJDEP”) remain pending before the Appellate Division.  Some of these appeals challenge NJDEP’s issuance of a stream encroachment permit, waterfront development permit, and coastal zone consistency determination for Meadowlands Xanadu.  Other of these appeals are from NJDEP’s and NJMC’s issuance of reports in connection with a consultation process the NJSEA was statutorily required to undertake in connection with any NJSEA-development project.

A Hartz affiliate and a trade association have filed an appeal from an advisory opinion favorable to the Meadowlands Venture issued by the Director of the Division of Alcoholic Beverage Control concerning the availability of special concessionaire permits.  That appeal is also pending in the Appellate Division of the Superior Court of New Jersey.

Three separate lawsuits have been filed in the United States District Court for the District of New Jersey, challenging a permit issued by the U.S. Army Corps of Engineers (“USACE”) in connection with the project.  The first suit was filed on March 30, 2005, by the Sierra Club, the New Jersey Public Interest Research Group, Citizen Lobby, Inc. and the New Jersey Environmental Federation.  Additional suits were filed on May 16 and May 31, 2005, respectively, by Hartz (together with one of its officers as an individually-named plaintiff) and the Borough of Carlstadt.  The Sierra Club also filed a motion for a preliminary injunction to stop certain construction activities on the project, which the Court denied on July 6, 2005.  On October 26, 2005, the court granted the motions of the Meadowlands Venture and the USACE to dismiss the Hartz complaint for lack of standing.  The deadline for appealing that decision has passed, so the Hartz action is ended.  On October 31, 2005, the USACE filed a motion to dismiss the complaint filed by the Borough of Carlstadt for lack of standing.  On February 7, 2006, the Court granted the motion and dismissed the Borough of Carlstadt’s complaint in its entirety.  On March 9, 2006, Carlstadt filed a notice of appeal of this decision to the United States Court of Appeals for the Third Circuit.  This appeal has

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been dismissed pursuant to the Settlement Agreement and Release executed by Carlstadt and the Meadowlands Venture.

On April 5, 2005, the New York Football Giants (“Giants”) filed an emergent application with the Supreme Court of New Jersey, Chancery Division, seeking an injunction stopping all work on the Meadowlands Xanadu project as being in violation of its existing lease with the NJSEA.  After hearing oral argument on the application on August 5, 2005, the court denied the Giants’ motion for preliminary injunctive relief.  On June 22, 2006, the court entered a Stipulation and Consent Order that dismissed without prejudice the parties’ respective claims.

The New Jersey Builders’ Association (“NJBA”) has commenced an action, which is pending in the Appellate Division, alleging that the NJSEA has failed to meet a purported obligation to provide affordable housing at the Meadowlands Complex and seeking, among other relief, an order enjoining the construction of Meadowlands Xanadu.  NJBA filed an application for preliminary injunctive relief seeking to enjoin further construction of Meadowlands Xanadu, which the Appellate Division denied on July 28, 2005.  The Meadowlands Venture is not a party to that action.

On January 25, 2006, the Bergen Cliff Hawks Baseball Club, LLC (the “Cliff Hawks”), filed a complaint against the Company and Mills, alleging that the Company and Mills breached an agreement to provide the Cliff Hawks with a minor league baseball park as part of the Xanadu Project.  This matter is pending.

The Company believes that the Meadowlands Venture’s proposal and the planned project comply with applicable laws, and the Meadowlands Venture intends to continue its vigorous defense of its rights under the Redevelopment Agreement and Ground Lease.  Although there can be no assurance, the Company does not believe that the pending lawsuits will have any material affect on its ability to develop the Meadowlands Xanadu project.

G&G MARTCO (Convention Plaza)

The Company holds a 50 percent interest in G&G Martco, which owns Convention Plaza, a 305,618 square foot office building, located in San Francisco, California.  The venture has a mortgage loan with a $47.3 million balance at September 30, 2006 collateralized by its office property.  The loan also provides the venture the ability to increase the balance of the loan up to an additional $266,000 for the funding of qualified leasing costs.  The loan bears interest at a rate of the London Inter-Bank Offered Rate (“LIBOR”) (5.322 percent at September 30, 2006) plus 162.5 basis points and was scheduled to mature in August 2006.  The Company has agreed in principle to sell its joint venture interest to an affiliate of its current joint venture partner.  The maturity date of the mortgage loan was extended to November 15, 2006.  The Company performs management and leasing services for the property owned by the joint venture and recognized $36,000 and $30,000 in fees for such services in the three months ended September 30, 2006 and 2005, respectively, and $119,000 and $99,000 for the nine months ended September 30, 2006 and 2005, respectively.

PLAZA VIII AND IX ASSOCIATES, L.L.C./AMERICAN FINANCIAL EXCHANGE L.L.C.

On May 20, 1998, the Company entered into a joint venture with Columbia Development Company, L.L.C. (“Columbia”) to form American Financial Exchange L.L.C. (“AFE”).  The venture was formed to acquire land for future development, located on the Hudson River waterfront in Jersey City, New Jersey, adjacent to the Company’s Harborside Financial Center office complex.  Among other things, the partnership agreement provides for a preferred return on the Company’s invested capital in the venture, in addition to the Company’s proportionate share of the venture’s profit, as defined in the agreement.

AFE distributed its interests in Plaza VIII and IX Associates, L.L.C., which owned the undeveloped land currently used as a parking facility, to its then partners, the Company and Columbia.  The Company and Columbia subsequently entered into a new joint venture to own and manage the undeveloped land and related parking operations through Plaza VIII and IX Associates, L.L.C.  The Company and Columbia each hold a 50 percent interest in the new venture.

RAMLAND REALTY ASSOCIATES L.L.C. (One Ramland Road)

On August 20, 1998, the Company entered into a joint venture with S.B. New York Realty Corp. to form Ramland Realty Associates L.L.C.  The venture was formed to own, manage and operate One Ramland Road, a 232,000 square foot office/flex building and adjacent developable land, located in Orangeburg, New York.  In August 1999,

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the joint venture completed redevelopment of the property and placed the office/flex building in service.  The Company holds a 50 percent interest in the joint venture.  The venture has a mortgage loan with a $14.9 million balance at September 30, 2006 secured by its office/flex property.  The mortgage bears interest at a rate of LIBOR plus 175 basis points and matures in January 2007, with one two-year extension option, subject to certain conditions.  The venture has provided notice and the required extension fee to the lender of its intention to extend the term of the loan until January 2009.

The Company performs management, leasing and other services for the property owned by the joint venture and recognized $35,000 and $8,000 in fees for such services in the three months ended September 30, 2006 and 2005, respectively, and $82,000 and $63,000 for the nine months ended September 30, 2006 and 2005, respectively.

ASHFORD LOOP ASSOCIATES L.P. (1001 South Dairy Ashford/2100 West Loop South)

On September 18, 1998, the Company entered into a joint venture with Prudential to form Ashford Loop Associates L.P.  The venture was formed to own, manage and operate 1001 South Dairy Ashford, a 130,000 square foot office building acquired on September 18, 1998, and 2100 West Loop South, a 168,000 square foot office building acquired on November 25, 1998, both located in Houston, Texas.  The Company held a 20 percent interest in the joint venture.  On February 25, 2005, the Company sold its interest in the venture to Prudential for $2.7 million.

SOUTH PIER AT HARBORSIDE – HOTEL DEVELOPMENT

On November 17, 1999, the Company entered into a joint venture with Hyatt Corporation (“Hyatt”) to develop a 350-room hotel on the South Pier at Harborside Financial Center, Jersey City, New Jersey, which was completed and commenced initial operations in July 2002.  The Company owns a 50 percent interest in the venture.

The venture had a mortgage loan with a commercial bank with a $62.9 million balance at December 31, 2003 collateralized by its hotel property.  The debt bore interest at a rate of LIBOR plus 275 basis points, which was scheduled to mature in December 2003, and was extended through January 29, 2004.  On that date, the venture repaid the mortgage loan using the proceeds from a new $40.0 million mortgage loan, (with a balance as of September 30, 2006 of $38.9 million) collateralized by the hotel property, as well as capital contributions from the Company and Hyatt of $10.8 million each.  The new loan carried an interest rate of LIBOR plus 200 basis points and was scheduled to mature in February 2007.  On October 12, 2006, the venture repaid the mortgage loan using proceeds from a new $70.0 million mortgage loan collateralized by the hotel property.  The new loan carries an interest rate of 6.15 percent and matures in November 2016.  On May 25, 2004, the venture obtained a second mortgage loan with a commercial bank for $20.0 million.  The loan carried an interest rate of LIBOR plus 175 basis points and was scheduled to mature in February 2007.  The proceeds from this loan were used to make distributions to the Company and Hyatt in the amount of $10.0 million each.  This loan was repaid in full during the quarter from operating cash.  Additionally, the venture has a loan with a balance as of September 30, 2006 of $7.3 million with the City of Jersey City, provided by the U.S. Department of Housing and Urban Development.  The loan currently bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 2020.  The Company has posted a $7.3 million letter of credit in support of this loan, $3.6 million of which is indemnified by Hyatt.

RED BANK CORPORATE PLAZA L.L.C./RED BANK CORPORATE PLAZA II, L.L.C.

On March 23, 2006, the Company entered into a joint venture with the PRC Group (“PRC”) to form Red Bank Corporate Plaza L.L.C.  The venture was formed to develop Red Bank Corporate Plaza, a 92,878 square foot office building located in Red Bank, New Jersey, which has been fully pre-leased to Hovnanian Enterprises, Inc. for a 10-year term.  The Company holds a 50 percent interest in the venture.  PRC contributed the vacant land for the development of the office building as its initial capital in the venture.  The Company funded the costs of development up to the value of the land contributed by PRC of $3.5 million as its initial capital.  PRC and the Company each funded development costs of the venture of $1.1 million in excess of their initial capital contributed.

On October 20, 2006, the venture entered into a $22.0 million construction loan with a commercial bank collateralized by the land and development project.  The loan carries an interest rate of LIBOR plus 130 basis points and matures in April 2008.  The loan currently has three one-year extension options subject to certain conditions, each of which require payment of a fee.

On July 20, 2006, the Company entered into a second joint venture agreement with PRC to form Red Bank Corporate Plaza II L.L.C.  The venture was formed to hold land on which it plans to develop Red Bank Corporate

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Plaza II, an 18,561 square foot office building located in Red Bank, New Jersey.  The Company holds a 50 percent interest in the venture.  The terms of the venture are similar to Red Bank Corporate Plaza L.L.C.  PRC contributed the vacant land as its initial capital in the venture.

MACK-GREEN-GALE LLC

On May 9, 2006, as part of the Gale/Green Transactions, the Company entered into a joint venture, Mack-Green-Gale LLC (“Mack-Green”), with SL Green, pursuant to which Mack-Green holds a 96 percent interest and acts as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OP LP”).  The Company acquired its interest in Mack-Green for approximately $116 million, which was funded primarily through borrowing under the Company’s revolving credit facility.  The OP LP owns 100 percent of entities which own 25 office properties (the “OP LP Properties”) which aggregate 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan), as well as a minor, non-controlling interest in four office properties aggregating 419,000 square feet located in Naperville, Illinois.

As defined in the Mack-Green operating agreement, the Company shares decision-making equally with SL Green regarding:  (i) all major decisions involving the operations of Mack-Green; and (ii) overall general partner responsibilities in operating the OP LP.

The Mack-Green operating agreement generally provides for profits and losses to be allocated as follows:

(i)                         99 percent of Mack-Green’s share of the profits and losses from 10 specific OP LP Properties allocable to the Company and one percent allocable to SL Green;

(ii)                      one percent of Mack-Green’s share of the profits and losses from eight specific OP LP Properties and its minor interest in four office properties allocable to the Company and 99 percent allocable to SL Green; and

(iii)                   50 percent of all other profits and losses allocable to the Company and 50 percent allocable to SL Green.

Substantially all of the OP LP Properties are encumbered by mortgage loans with an aggregate outstanding principal balance of $358.5 million.  $190.2 million of the mortgage loans bear interest at a weighted average fixed interest rate of 6.32 percent per annum and mature at various times through May 2016.  $168.3 million of the mortgage loans bear interest at a floating rate ranging from LIBOR plus 185 basis points to LIBOR plus 275 basis points per annum and mature at various times through August 2008.  Included in the floating rate mortgage loans are $90.3 million provided by an affiliate of SL Green.

On August 9, 2006, $69.7 million of mortgage loans were refinanced.  The new loan has a maximum principal amount of $90.0 million with $78.0 million drawn at September 30, 2006.  The loan provides the ability to draw funds for qualified leasing and capital improvement costs.  The loan bears interest at a rate of LIBOR plus 185 basis points and matures on August 8, 2008 with a two-year extension option.

The Company performs management, leasing, and construction services for the properties owned by the joint venture and recognized $900,000 in income (net of $310,000 in direct costs) and $1.7 million in income (net of $737,000 in direct costs) for such services in the three and nine months ended September 30, 2006.

GE/GALE FUNDING LLC (PFV)

On May 9, 2006, as part of the Gale/Green Transactions, the Company acquired from a Gale Affiliate for $1.8 million a 50 percent controlling interest in GMW Village Associates, LLC (“GMW Village”).  GMW Village holds a 20 percent interest in GE/Gale Funding LLC (“GE Gale”).  GE Gale owns a 100 percent interest in the entity owning Princeton Forrestal Village, a mixed-use, office/retail complex aggregating 530,000 square feet and located in Plainsboro, New Jersey (“Princeton Forrestal Village” or “PFV”).

In addition to the cash consideration paid to acquire the interest, the Company provided a Gale Affiliate with the Gale Participation Rights.

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The operating agreement of GE Gale, which is owned 80 percent by GEBAM, Inc., provides for, among other things, distributions of net cash flow, initially, in proportion to each member’s interest and subject to adjustment upon achievement of certain financial goals, as defined in the operating agreement.

GE Gale has a mortgage loan in an amount not to exceed $52.8 million, which has a balance at September 30, 2006, of $39.3 million.  The loan provides the venture the ability to draw funds for qualified leasing and capital improvement costs.  The loan bears interest at a rate of LIBOR plus 275 basis points and matures on January 9, 2009, with an extension option through January 9, 2011.

The Company performs management, leasing, and construction services for PFV and recognized $402,000 in income (net of $3.2 million in direct costs) for such services in the three and nine months ended September 30, 2006.

ROUTE 93 MASTER LLC (“Route 93 Participant”)/ROUTE 93 BEDFORD MASTER LLC (with the Route 93 Participant, collectively, the “Route 93 Venture”)

On June 1, 2006, the Route 93 Venture was formed between the Route 93 Participant, a majority-owned subsidiary of the Company, having a 30 percent interest and the Commingled Pension Trust Fund (Special Situation Property) of JPMorgan Chase Bank having a 70 percent interest, for the purpose of acquiring seven office buildings, aggregating 670,000 square feet, located in the towns of Andover, Bedford and Billerica, Massachusetts.  Profits and losses are shared by the partners in proportion to their respective interests until the investment yields an 11 percent IRR, then sharing will shift to 40/60, and when the IRR reaches 15 percent, then sharing will shift to 50/50.

The Route 93 Participant is a joint venture between the Company and a Gale affiliate.  Profits and losses are shared by the partners under this venture in proportion to their respective interests until the investment yields an 11 percent IRR, then sharing will shift to 50/50.

The Route 93 Ventures have mortgage loans with an amount not to exceed $58.6 million, with a $39.4 million balance at September 30, 2006 collateralized by its office properties.  The loan provides the venture the ability to draw additional monies for qualified leasing and capital improvement costs.  The loan bears interest at a rate of LIBOR plus 220 basis points and matures on July 11, 2008, with three one-year extension options.

The Company performs management and construction services for the properties owned by the Route 93 Ventures and recognized $0 for such services in the three and nine months ended September 30, 2006.

GALE KIMBALL, L.L.C.

On June 15, 2006, the Company entered into a joint venture with a Gale Affiliate to form M-C Kimball, LLC (“M-C Kimball”).  M-C Kimball was formed for the sole purpose of acquiring a Gale Affiliate’s 33.33 percent membership interest in Gale Kimball, L.L.C. (“Gale Kimball”), an entity holding a 25 percent interest in 100 Kimball Drive LLC (“100 Kimball”), which is developing a 175,000 square foot office property located at 100 Kimball Drive, Parsippany, New Jersey (the “Kimball Property”).

The operating agreement of M-C Kimball provides, among other things, for the Gale Participation Rights.

Gale Kimball is owned 33.33 percent by M-C Kimball and 66.67 percent by the Hampshire Generational Fund, L.L.C. (“Hampshire”).  The operating agreement of Gale Kimball provides, among other things, for the distribution of net cash flow, initially, in accordance with its members’ respective membership interests and, upon achievement of certain financial conditions, 50 percent to each of the Company and Hampshire.

100 Kimball is owned 25 percent by Gale Kimball and 75 percent by 100 Kimball Drive Realty Member LLC, an affiliate of JP Morgan (“JPM”).  The operating agreement of 100 Kimball provides, among other things, for the distributions to be made in the following order:

(i)                         first, to JPM, such that JPM is provided with an annual 12 percent compound preferred return on Preferred Equity Capital Contributions (as such term is defined in the operating agreement of 100 Kimball and largely comprised of development and construction costs);

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(ii)                      second, to JPM, as return of Preferred Equity Capital Contributions until complete repayment of such Preferred Equity Capital Contributions;

(iii)                   third, to each of JPM and Gale Kimball in proportion to their respective membership interests until each member is provided, as a result of such distributions, with an annual twelve percent compound return on the Member’s Capital Contributions (as defined in the operating agreement of 100 Kimball, and excluding Preferred Equity Capital Contributions, if any); and

(iv)                  fourth, 50 percent to each of JPM and Gale Kimball.

100 Kimball has a construction loan in an amount not to exceed $29 million, with a balance at September 30, 2006 of $12.5 million.  The loan bears interest at a rate of LIBOR plus 195 basis points and matures on December 8, 2008 with a one-year extension option.

The Company performs construction and development services for the property owned by 100 Kimball for which it recognized $130,000 in income (net of $2.4 million in direct costs) and $276,000 in income (net of $5.7 million in direct costs) in the three and nine months ended September 30, 2006.

55 CORPORATE PARTNERS, LLC

On June 9, 2006, the Company entered into a joint venture with a Gale Affiliate to form 55 Corporate Partners, LLC (“55 Corporate”).  55 Corporate was formed for the sole purpose of acquiring from a Gale Affiliate a 50 percent interest in SLG 55 Corporate Drive II, LLC (“SLG 55”), an entity indirectly holding a condominium interest in a vacant land parcel located in Bridgewater, New Jersey, which can accommodate development of an approximately 200,000 square foot office building.  Sanofi-Aventis, which occupies neighboring buildings, has an option to cause the venture to construct the building, which it would lease on a long-term basis.  Sanofi-Aventis is required to pay a penalty of $7 million, subject to certain conditions, in the event it fails to exercise the option.  The remaining 50 percent in SLG 55 is owned by SLG Gale 55 Corporate LLC, an affiliate of SL Green Realty Corp (“SLG Gale 55”).

The operating agreement of 55 Corporate provides, among other things, for the Gale Participation Rights.

The operating agreement of SLG 55 provides, among other things, for the distribution of the available net cash flow to each of 55 Corporate and SLG Gale 55 in proportion to their respective membership interests in SLG 55 (50 percent each).

12 VREELAND ASSOCIATES, L.L.C.

On September 8, 2006, the Company entered into a joint venture with a Gale Affiliate to form M-C Vreeland, LLC (“M-C Vreeland”).  M-C Vreeland was formed for the sole purpose of acquiring a Gale Affiliate’s 50 percent membership interest in 12 Vreeland Associates, L.L.C., an entity owning an office property located at 12 Vreeland Road, Florham Park, New Jersey.

The operating agreement of M-C Vreeland provides, among other things, for the Gale Participation Rights.

The office property at 12 Vreeland is a 139,750 square foot office building that is fully leased to a single tenant through June 15, 2012.  The property is subject to a mortgage loan, which matures on July 1, 2012, in the initial amount of $18.1 million bearing interest at 6.9 percent per annum.  As of September 30, 2006 the outstanding balance on the mortgage note was $10.6 million.

Under the operating agreement of 12 Vreeland Associates, L.L.C., M-C Vreeland has a 50 percent interest, with S/K Florham Park Associates, L.L.C. (the managing member) and its affiliate holding the other 50 percent.

24




SUMMARIES OF UNCONSOLIDATED JOINT VENTURES

The following is a summary of the financial position of the unconsolidated joint ventures in which the Company had investment interests as of September 30, 2006 and December 31, 2005:  (dollars in thousands)

 

 

September 30, 2006

 

 

 

 

 

 

 

Plaza

 

 

 

 

 

Red Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Meadowlands

 

G&G

 

VIII & IX

 

Ramland

 

Harborside

 

Corporate

 

Mack

 

 

 

Route 93

 

Gale

 

55

 

 

 

Combined

 

 

 

Xanadu

 

Martco

 

Associates

 

Realty

 

South Pier

 

Plaza

 

Green

 

PFV

 

Portfolio

 

Kimball

 

Corporate

 

Vreeland

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental property, net

 

$         425,431

 

$  9,860

 

$     11,558

 

$   12,189

 

$       70,462

 

$       9,446

 

$503,696

 

$31,356

 

$  54,292

 

$ 23,780

 

 

$     8,287

 

$1,160,357

 

Other assets

 

178,253

 

7,155

 

1,177

 

1,234

 

12,074

 

936

 

35,499

 

26,060

 

7,274

 

653

 

 

920

 

271,235

 

Total assets

 

$         603,684

 

$17,015

 

$     12,735

 

$   13,423

 

$       82,536

 

$     10,382

 

$539,195

 

$57,416

 

$  61,566

 

$ 24,433

 

 

$     9,207

 

$1,431,592

 

Liabilities and partners’/members’ capital (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgages, loans payable and other obligations