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

FORM 10-K

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

For the fiscal year ended December 31, 2003

o

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

Commission File Number: 1-13274

MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)
  22-3305147
(IRS Employer
Identification No.)

11 Commerce Drive, Cranford, New Jersey
(Address of principal executive offices)

 

07016-3599
(Zip code)

(908) 272-8000
(Registrant's telephone number, including area code)

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

(Title of Each Class)   (Name of Each Exchange on Which Registered)

Common Stock, $0.01 par value
Preferred Share Purchase Rights

 

New York Stock Exchange
Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act:
None


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

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        As of February 20, 2004, the aggregate market value of the voting stock held by non-affiliates of the registrant was $2,495,113,846. The aggregate market value was computed with references to the closing price on the New York Stock Exchange on such date. This calculation does not reflect a determination that persons are affiliates for any other purpose.

        As of February 20, 2004, 60,084,282 shares of common stock, $0.01 par value, of the Company ("Common Stock") were outstanding.

        LOCATION OF EXHIBIT INDEX: The index of exhibits is contained herein on page number 135.

        DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's definitive proxy statement for fiscal year ended December 31, 2003 to be issued in conjunction with the registrant's annual meeting of shareholders expected to be held on May 20, 2004 are incorporated by reference in Part III of this Form 10-K. The definitive proxy statement will be filed by the registrant with the SEC not later than 120 days from the end of the Registrant's fiscal year ended December 31, 2003.





TABLE OF CONTENTS
FORM 10-K

 
   
  Page No.
PART I        
 
Item 1

 

Business

 

3
  Item 2   Properties   20-41
  Item 3   Legal Proceedings   42
  Item 4   Submission of Matters to a Vote of Security Holders   42

PART II

 

 

 

 
 
Item 5

 

Market for Registrant's Common Equity and Related Stockholder Matters

 

42
  Item 6   Selected Financial Data   44
  Item 7   Management's Discussion and Analysis of Financial Condition and Results of Operations   45-62
  Item 7A   Quantitative and Qualitative Disclosures About Market Risk   62-63
  Item 8   Financial Statements and Supplementary Data   63
  Item 9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   63
  Item 9A   Controls and Procedures   63

PART III

 

 

 

 
 
Item 10

 

Directors and Executive Officers of the Registrant

 

63
  Item 11   Executive Compensation   63
  Item 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   63
  Item 13   Certain Relationships and Related Transactions   63
  Item 14   Principal Accountant Fees and Services   64

PART IV

 

 

 

 
 
Item 15

 

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 

64-132

SIGNATURES

 

133-134

2



PART I

ITEM 1.    BUSINESS

GENERAL

        Mack-Cali Realty Corporation, a Maryland corporation (together with its subsidiaries, the "Company"), is a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") that owns and operates a real estate portfolio comprised predominantly of Class A office and office/flex properties located primarily in the Northeast. The Company performs substantially all commercial real estate leasing, management, acquisition, development and construction services on an in-house basis. Mack-Cali Realty Corporation was incorporated on May 24, 1994. The Company's executive offices are located at 11 Commerce Drive, Cranford, New Jersey 07016, and its telephone number is (908) 272-8000. The Company has an internet website at www.mack-cali.com.

        As of December 31, 2003, the Company owned or had interests in 263 properties, aggregating approximately 28.3 million square feet (collectively, the "Properties"), plus developable land. The Properties are comprised of: (a) 256 wholly-owned or Company-controlled properties consisting of 150 office buildings and 96 office/flex buildings aggregating approximately 26.6 million square feet, six industrial/warehouse buildings totaling approximately 387,400 square feet, two stand-alone retail properties totaling approximately 17,300 square feet, and two land leases (collectively, the "Consolidated Properties"); and (b) four office buildings and one office/flex building aggregating 1.2 million square feet, a 100,740 square-foot mixed use retail property and a 350-room hotel, which are owned by unconsolidated joint ventures in which the Company has investment interests. Unless otherwise indicated, all references to square feet represent net rentable area. As of December 31, 2003, the office, office/flex, industrial/warehouse and stand-alone retail properties included in the Consolidated Properties were 91.5 percent leased to approximately 2,100 tenants. Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date. Leases that expire as of the period end date aggregate 143,059 square feet, or 0.5 percent of the net rentable square footage. The Properties are located in eight states, primarily in the Northeast, and the District of Columbia. See Item 2: Properties.

        The Company's strategy has been to focus its operations, acquisition and development of office properties in high-barrier-to-entry markets and sub-markets where it believes it is, or can become, a significant and preferred owner and operator. The Company will continue this strategy by expanding through acquisitions and/or development in Northeast markets where it has, or can achieve, similar status. The Company believes that its Properties have excellent locations and access and are well-maintained and professionally managed. As a result, the Company believes that its Properties attract high quality tenants and achieve among the highest rental, occupancy and tenant retention rates within their markets. The Company also believes that its extensive market knowledge provides it with a significant competitive advantage, which is further enhanced by its strong reputation for, and emphasis on, delivering highly responsive, professional management services. See "Business Strategies".

        As of December 31, 2003, executive officers and directors of the Company and their affiliates owned approximately 9.8 percent of the Company's outstanding shares of Common Stock (including Units redeemable or convertible into shares of Common Stock). As used herein, the term "Units" refers to limited partnership interests in Mack-Cali Realty, L.P., a Delaware limited partnership ("Operating Partnership"), through which the Company conducts its real estate activities. The Company's executive officers have been employed by the Company and/or its predecessor companies for an average of approximately 16 years.

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BUSINESS STRATEGIES

Operations

        Reputation:    The Company has established a reputation as a highly-regarded landlord with an emphasis on delivering quality tenant services in buildings it owns and/or manages. The Company believes that its continued success depends in part on enhancing its reputation as an operator of choice, which will facilitate the retention of current tenants and the attraction of new tenants. The Company believes it provides a superior level of service to its tenants, which should in turn allow the Company to outperform the market with respect to occupancy rates, as well as improve tenant retention.

        Communication with tenants:    The Company emphasizes frequent communication with tenants to ensure first-class service to the Properties. Property managers generally are located on site at the Properties to provide convenient access to management and to ensure that the Properties are well-maintained. Property management's primary responsibility is to ensure that buildings are operated at peak efficiency in order to meet both the Company's and tenants' needs and expectations. Property managers additionally budget and oversee capital improvements and building system upgrades to enhance the Properties' competitive advantages in their markets and to maintain the quality of the Company's properties.

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

Growth

        The Company plans to continue to own and operate a portfolio of properties in high-barrier-to-entry markets, with a primary focus in the Northeast. The Company's primary objectives are to maximize operating cash flow and to enhance the value of its portfolio through effective management, acquisition, development and property sales strategies, as follows:

        Internal Growth:    The Company seeks to maximize the value of its existing portfolio through implementing operating strategies designed to produce the highest effective rental and occupancy rates and lowest tenant installation cost within the markets that it operates. The Company continues to pursue internal growth through re-leasing space at higher effective rents with contractual rent increases and developing or redeveloping space for its diverse base of high credit tenants, including Citigroup, Dow Jones, Merck and Prudential Insurance. In addition, the Company seeks economies of scale through volume discounts to take advantage of its size and dominance in particular sub-markets, and operating efficiencies through the use of in-house management, leasing, marketing, financing, accounting, legal, development and construction services.

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

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        Development:    The Company seeks to selectively develop additional properties where it believes such development will result in a favorable risk-adjusted return on investment in coordination with the above operating strategies. Such development primarily will occur: (i) when leases have been executed prior to construction; (ii) in stable core Northeast sub-markets where the demand for such space exceeds available supply; and (iii) where the Company is, or can become, a significant and preferred owner and operator.

        Property Sales:    While management's principal intention is to own and operate its properties on a long-term basis, it periodically assesses the attributes of each of its properties, with a particular focus on the supply and demand fundamentals of the sub-markets in which they are located. Based on these ongoing assessments, the Company may, from time to time, decide to sell any of its properties.

Financial

        The Company currently intends to maintain a ratio of debt-to-undepreciated assets (total debt of the Company as a percentage of total undepreciated assets) of 50 percent or less. As of December 31, 2003, the Company's total debt constituted approximately 37.9 percent of total undepreciated assets of the Company. The Company has three investment grade credit ratings. Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") have each assigned their BBB rating to existing and prospective senior unsecured debt of the Operating Partnership. S&P and Fitch have also assigned their BBB- rating to existing and prospective preferred stock offerings of the Company. Moody's Investors Service ("Moody's") has assigned its Baa2 rating to existing and prospective senior unsecured debt of the Operating Partnership and its Baa3 rating to existing and prospective preferred stock offerings of the Company. Although there is no limit in the Company's organizational documents on the amount of indebtedness that the Company may incur or a requirement for the maintenance of investment grade credit ratings, the Company has entered into certain financial agreements which contain covenants that limit the Company's ability to incur indebtedness under certain circumstances. The Company intends to conduct its operations so as to best be able to maintain its investment grade rated status. The Company intends to utilize the most appropriate sources of capital for future acquisitions, development, capital improvements and other investments, which may include funds from operating activities, proceeds from property and land sales, short-term and long-term borrowings (including draws on the Company's revolving credit facility), and the issuance of additional debt or equity securities.

EMPLOYEES

        As of December 31, 2003, the Company had approximately 335 full-time employees.

COMPETITION

        The leasing of real estate is highly competitive. The Properties compete for tenants with lessors and developers of similar properties located in their respective markets primarily on the basis of location, rent charged, services provided, and the design and condition of the Properties. The Company also experiences competition when attempting to acquire or dispose of real estate, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension trusts, trust funds, partnerships, individual investors and others.

REGULATIONS

        Many laws and governmental regulations are applicable to the Properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently.

        Under various laws and regulations relating to the protection of the environment, an owner of real estate may be held liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property. These laws often impose liability without regard to whether

5



the owner was responsible for, or even knew of, the presence of such substances. The presence of such substances may adversely affect the owner's ability to rent or sell the property or to borrow using such property as collateral and may expose it to liability resulting from any release of, or exposure to, such substances. Persons who arrange for the disposal or treatment of hazardous or toxic substances at another location may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for the release of asbestos-containing materials into the air, and third parties may also seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials and other hazardous or toxic substances.

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

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

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

INDUSTRY SEGMENTS

        The Company operates in only one industry segment—real estate. The Company does not have any foreign operations and its business is not seasonal. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segment.

RECENT DEVELOPMENTS

        As a result of the economic climate since 2001, substantially all of the real estate markets the Company operates in materially softened. Demand for office space declined significantly and vacancy rates increased in each of the Company's core markets over the period. Through February 20, 2004, the Company's core markets continued to be weak. The percentage leased in the Company's consolidated portfolio of stabilized operating properties decreased to 91.5 percent at December 31, 2003, as compared to 92.3 percent at December 31, 2002 and 94.6 percent at December 31, 2001. Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date. Market rental rates have declined in most markets from peak levels in late 2000 and early 2001. Rental rates on the Company's space that was re-leased (based on first rents payable) during the year ended December 31, 2003 decreased an average of 7.8 percent compared to rates that were in effect under expiring leases, as compared to a 3.0 percent increase in 2002 and a 9.5 percent increase in 2001. The Company believes that vacancy rates may continue to increase in most of its markets in 2004.

6



        In 2003, the Company:

        Additionally, in 2003, the Company, through unconsolidated joint ventures, sold two office properties, aggregating 850,769 square feet, for aggregate net sales proceeds of approximately $214.6 million. See Note 4 to the Financial Statements for further information regarding joint venture activity.

Property Acquisitions

        The Company acquired the following operating properties during the year ended December 31, 2003:

Acquisition
Date

  Property/Address
  Location
  # of
Bldgs.

  Rentable
Square Feet

  Investment by
Company (a)

 
   
   
   
   
  (in thousands)

Office:                      
09/12/03   4 Sentry Parkway   Blue Bell, Montgomery County, PA   1   63,930   $ 10,432
09/23/03   14 Commerce Drive   Cranford, Union County, NJ   1   67,189     8,387
           
 
 
Total Office Property Acquisitions:       2   131,119     18,819
           
 
 

Office/Flex:

 

 

 

 

 

 

 

 

 

 

 
08/19/03   3 Odell Plaza   Yonkers, Westchester County, NY   1   71,065     6,100
           
 
 
Total Property Acquisitions:           3   202,184   $ 24,919
           
 
 

(a)
Transactions were funded primarily through borrowings on the Company's revolving credit facility, from net proceeds received in the sale or sales of rental property, and/or from the Company's cash reserves. Amounts are as of December 31, 2003.

7


Sales

        The Company sold the following properties during the year ended December 31, 2003:

Sale
Date

  Property/Address
  Location
  # of
Bldgs.

  Rentable
Square Feet

  Net Sales
Proceeds

  Net Book
Value

  Realized
Gain/(Loss)

 
   
   
   
   
  (in thousands)

  (in thousands)

  (in thousands)

Office:                                  
03/28/03   1770 St. James Place   Houston, Harris County, TX   1   103,689   $ 5,469   $ 4,145   $ 1,324
10/31/03   111 Soledad   San Antonio, Bexar County, TX   1   248,153     10,782     10,538     244
           
 
 
 
 
Total Office Property Sales:           2   351,842   $ 16,251   $ 14,683   $ 1,568
           
 
 
 
 

Land:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
11/19/03   Home Depot land lease   Hamilton Township, Mercer County, NJ   1   27.7 acres     2,471     498     1,973
           
 
 
 
 
Total Property Sales:           3   351,842   $ 18,722   $ 15,181   $ 3,541
           
 
 
 
 

        On September 29, 2003, the Company sold its interest in American Financial Exchange L.L.C. ("AFE"), in which the Company held a 50 percent interest, and received approximately $162.1 million in net sales proceeds from the transaction, which the Company used primarily to repay outstanding borrowings under its unsecured revolving credit facility. The Company recognized a gain on the sale of approximately $24.0 million, which is recorded in gain on sale of investment in unconsolidated joint venture for the year ended December 31, 2003.

        In advance of the transaction, 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 Development Company, L.L.C. ("Columbia"). The Company and Columbia subsequently entered into a new joint venture agreement 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.

Development

        On November 25, 2003, the Company and affiliates of The Mills Corporation ("Mills") entered into a joint venture agreement to form Meadowlands Mills/Mack-Cali Limited Partnership ("Meadowlands Venture") for the purpose of developing a $1.3 billion family entertainment and recreation complex with an office and hotel component to be built at the Meadowlands sports complex in East Rutherford, New Jersey ("Meadowlands Xanadu"). Meadowlands Xanadu's approximately 4.76 million-square-foot complex is expected to feature a family entertainment destination comprising three themed zones: sports/recreation, children's activities and fashion, 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 with the New Jersey Sports and Exposition Authority ("NJSEA") (the "Redevelopment Agreement") 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, which requires the joint venture to pay the NJSEA a $160 million development rights fee at the start of construction of the entertainment phase, when all permits and approvals are obtained, and the payment of 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 22nd year, then to $9.2 million in the 23rd year, with additional increases over the remainder of the term, as set forth in

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the ground lease. The ground lease also allows for the potential for participation rent payments by the venture, as described in the ground lease agreement.

        The Company and Mills own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture, subject to certain participation rights by The New York Giants. The joint venture agreement requires the Company to make an equity contribution up to a maximum of $32.5 million. As part of the Redevelopment Agreement, Mills is required to contribute certain vacant land, known as the Empire Tract, to the State of New Jersey to be used as a wetlands mitigation bank, for which Mills has received subordinated capital credit in the venture of approximately $118 million. The joint 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 nine percent preferred return on its equity investment, only after Mills receives a nine percent preferred return on its equity investment. Residual returns, subject to participation by other parties, will be in proportion to each partners' respective percentage interest.

        Mills will develop, lease and operate the entertainment phase of the Meadowlands Xanadu project. The joint venture agreement provides the Company an option to cause the Meadowlands Venture to form component ventures for the future development of the office and hotel phases, for which the Company will develop, lease and operate such phases. The Company will own an 80 percent interest and Mills will own a 20 percent interest in such entities. The agreement provides for the first office or hotel component ventures to be formed no later than four years after the grand opening of the entertainment phase, and requires that all component ventures for the office and hotel phases be formed no later than 10 years from such date, but does not require that any or all components be developed. However, under the Meadowlands Venture agreement, Mills has the ability to accelerate such formation schedule, subject to certain conditions. Should the Company fail to meet the time schedule described above for the formation of the component ventures, the Company will forfeit its rights to cause the Meadowlands Venture to form additional component ventures. If this occurs, Mills will have the ability 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 the amount necessary to form such component ventures.

FINANCING ACTIVITY

Senior Unsecured Notes Transactions

        On March 14, 2003, the Company exchanged $25 million face amount of existing 7.18 percent senior unsecured notes due December 31, 2003, with interest payable monthly in arrears, for $26.1 million face amount of 5.82 percent senior unsecured notes due March 15, 2013, with interest payable semi-annually in arrears. The exchange was completed with Teachers Insurance and Annuity Association ("TIAA"). In addition, the Company used the net proceeds from the issuance of preferred stock, together with available cash, to repurchase $25 million face amount of notes due December 31, 2003 from TIAA for $26.1 million. See Issuance of Preferred Stock below. The Company recorded $1.4 million in loss on early retirement of debt, net, for the year ended December 31, 2003 for costs incurred in connection with the notes transactions.

        On June 12, 2003, the Company issued $100 million face amount of 4.60 percent senior unsecured notes due June 15, 2013, with interest payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $99.1 million was used primarily to repay $62.8 million of mortgage debt at a discount of $1.7 million (recorded as a reduction in loss on early retirement of debt, net in 2003), and to repay outstanding borrowings under the Company's unsecured revolving credit facility. The Company recorded $1.5 million in loss on early retirement of debt, net, in the year ended December 31, 2003 for the write-off of the unamortized balance of an

9



interest rate contract in conjunction with the repayment of mortgage debt. The unsecured notes were issued at a discount of approximately $286,000, which is being amortized over the term as an adjustment to interest expense.

        On June 25, 2003, the Company repurchased $45.3 million face amount of existing 7.18 percent senior unsecured notes due December 31, 2003, with interest payable monthly in arrears, for $46.7 million from TIAA. The repurchase fully retired the 7.18 percent senior unsecured notes which were due December 31, 2003. The Company recorded $1.4 million in loss on early retirement of debt, net, for the year ended December 31, 2003 for costs incurred in connection with the notes repurchase.

        On February 9, 2004, the Company issued $100 million face amount of 5.125 percent senior unsecured notes due February 15, 2014, with interest payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $98.5 million will be held until March 15, 2004, at which time the Company intends to use the net proceeds from the sale, together with borrowings under its unsecured revolving credit facility and available cash, to repay the $300 million, 7.00 percent notes due on that date.

Issuance of Preferred Stock

        On March 14, 2003, in a publicly registered transaction with a single institutional buyer, the Company completed the sale and issuance of 10,000 shares of eight-percent Series C cumulative redeemable perpetual preferred stock ("Series C Preferred Stock") in the form of 1,000,000 depositary shares ($25 stated value per depositary share). Each depositary share represents 1/100th of a share of Series C Preferred Stock. The Company received net proceeds of approximately $24.8 million from the sale. The Company used the net proceeds, together with available cash, to repurchase $25 million face amount of notes due December 31, 2003 from TIAA for $26.1 million. See Senior Unsecured Notes Transactions above.

RISK FACTORS

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

Declines in economic activities in the Northeastern office markets could adversely affect our operating results.

        A majority of our revenues are derived from our properties located in the Northeast, particularly in New Jersey, New York, Pennsylvania and Connecticut. Adverse economic developments in this region could adversely impact the operations of our properties and, therefore, our profitability. Because our portfolio consists primarily of office and office/flex buildings (as compared to a more diversified real estate portfolio), a decline in the economy and/or a decline in the demand for office space may adversely affect our ability to make distributions or payments to our investors.

        The continued economic downturn in the real estate market has resulted in the relocation of companies and an uncertain economic future for many businesses. We are uncertain how long the current downturn will last. The current economic downturn may also be having a negative economic impact on many industries, including securities, insurance services, telecommunications and computer systems and other technology, businesses in which many of our tenants are involved. Such economic impact may cause our tenants to have difficulty or be unable to meet their obligations to us.

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Our performance is subject to risks associated with the real estate industry.

        General:    Our ability to make distributions or payments to our investors depends on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditure requirements). Events or conditions that are beyond our control may adversely affect our operations and the value of our properties. Such events or conditions could include:

        Financially distressed tenants may be unable to pay rent:    If a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord and protecting our investments. If a tenant files for bankruptcy, a potential court judgment rejecting and terminating such tenant's lease could adversely affect our ability to make distributions or payments to our investors.

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

        Our insurance coverage on our properties may be inadequate:    We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood. We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties. We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, while our current insurance policies insure us against loss from terrorist acts and toxic mold, in the future insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive. If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties. Nevertheless, we might remain obligated for any mortgage debt or other

11



financial obligations related to the property or properties. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Such events could adversely affect our ability to make distributions or payments to our investors.

        Illiquidity of real estate limits our ability to act quickly:    Real estate investments are relatively illiquid. Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions. If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the sales price of that investment might not recoup or exceed the amount of our investment. The prohibition in the Internal Revenue Code of 1986, as amended, and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. In addition, we acquired a significant number of our properties from individuals to whom we issued limited partnership units as part of the purchase price. In connection with the acquisition of these properties, in order to preserve such individual's tax deferral, we contractually agreed not to sell or otherwise transfer the properties for a specified period of time, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate individuals for the tax consequences of the recognition of such built-in-gains. As of December 31, 2003, 140 of our properties, with an aggregate net book value of approximately $1.8 billion, were subject to these restrictions, which expire periodically through 2008. The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.

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

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

        Competition for acquisitions may result in increased prices for properties:    We plan to acquire additional properties in New Jersey, New York and Pennsylvania and in the Northeast generally. We

12



may be competing for investment opportunities with entities that have greater financial resources. Several office building developers and real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants. Such competition may adversely affect our ability to make distributions or payments to our investors by:

        Development of real estate could be costly:    As part of our operating strategy, we may acquire land for development or construct on owned land, under certain conditions. Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors:

        Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers:    We, from time to time, invest in joint ventures or partnerships in which we do not hold a controlling interest. These investments involve risks that do not exist with properties in which we own a controlling interest, including the possibility that our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives. Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions. Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships. If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

Debt financing could adversely affect our economic performance.

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

        As of December 31, 2003, we had total outstanding indebtedness of $1.6 billion comprised of $1.1 billion of senior unsecured notes and approximately $500.7 million of mortgage indebtedness. We

13



may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

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


        We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities:    The mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases. In addition, our credit facility contains customary requirements, including restrictions and other limitations on our ability to incur debt, debt to assets ratios, secured debt to total assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. The indentures under which our senior unsecured debt have been issued contain financial and operating covenants including coverage ratios and limitations on our ability to incur secured and unsecured debt. These covenants limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them.

        Rising interest rates may adversely affect our cash flow:    As of December 31, 2003, approximately $32.2 million of our mortgage indebtedness bears interest at variable rates. We may incur additional indebtedness in the future that also bears interest at variable rates. Variable rate debt creates higher debt service requirements if market interest rates increase. Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants.

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

14



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

Competition for skilled personnel could increase our labor costs.

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

We are dependent on our key personnel whose continued service is not guaranteed.

        We are dependent upon our executive officers for strategic business direction and real estate experience. While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations. We have entered into an employment agreement (including non-competition provisions) which provides for a continuous four-year employment term with each of Mitchell E. Hersh, Timothy M. Jones, Barry Lefkowitz and Roger W. Thomas, and a continuous one-year employment term with Michael A. Grossman. We do not have key man life insurance for our executive officers.

Certain provisions of Maryland law and our charter and bylaws as well as our stockholder rights plan could hinder, delay or prevent changes in control.

        Certain provisions of Maryland law, our charter and our bylaws, as well as our stockholder rights plan have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control. These provisions include the following:

        Classified Board of Directors:    Our Board of Directors is divided into three classes with staggered terms of office of three years each. The classification and staggered terms of office of our directors make it more difficult for a third party to gain control of our board of directors. At least two annual meetings of stockholders, instead of one, generally would be required to affect a change in a majority of the board of directors.

        Removal of Directors:    Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors.

        Number of Directors, Board Vacancies, Term of Office:    We have, in our bylaws, elected to be subject to certain provisions of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the board. These provisions of Maryland law, which are applicable even if other provisions of Maryland law

15



or the charter or bylaws provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of stockholders as would otherwise be the case, and until his or her successor is elected and qualifies.

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

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

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

        Preferred Stock:    Under our charter, our Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.

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

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

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

16



other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

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

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

        Stockholder Rights Plan:    We have adopted a stockholder rights plan that may discourage any potential acquirer from acquiring more than 15 percent of our outstanding common stock since, upon this type of acquisition without approval of our board of directors, all other common stockholders will have the right to purchase a specified amount of common stock at a substantial discount from market price.

Consequences of failure to qualify as a real estate investment trust could adversely affect our financial condition.

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

        In addition, the consent of the holders of at least 85 percent of Mack-Cali Realty, L.P.'s partnership units is required: (i) to merge (or permit the merger of) us with another unrelated person,

17



pursuant to a transaction in which Mack-Cali Realty, L.P. is not the surviving entity; (ii) to dissolve, liquidate or wind up Mack-Cali Realty, L.P.; or (iii) to convey or otherwise transfer all or substantially all of Mack-Cali Realty, L.P.'s assets. As general partner, we own approximately 80.9 percent of Mack-Cali Realty, L.P.'s outstanding partnership units (assuming conversion of all preferred limited partnership units).

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

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


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

        Other tax liabilities:    Even if we qualify as a real estate investment trust, we are subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.

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

AVAILABLE INFORMATION

        The Company's internet website is www.mack-cali.com. The Company makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission. In addition, the Company's internet website includes other items related to corporate governance matters, including, among other things, the Company's corporate governance guidelines, charters of various committees of the Board of Directors, and the Company's code of business conduct and ethics

18



applicable to all employees, officers and directors. Copies of these documents may be obtained, free of charge, from our internet website. Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Mack-Cali Investor Relations Department, 11 Commerce Drive, Cranford, NJ 07016-3501.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        The Company considers portions of this information to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, the Company's future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as "may," "will," "should," "expect," "anticipate," "estimate," "continue" or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors about which the Company has made assumptions are changes in the general economic climate; conditions, including those affecting industries in which the Company's principal tenants compete; any failure of the general economy to recover from the current economic downturn; the extent of any tenant bankruptcies; the Company's ability to lease or re-lease space at current or anticipated rents; changes in the supply of and demand for office, office/flex and industrial/warehouse properties; changes in interest rate levels; changes in operating costs; the Company's ability to obtain adequate insurance, including coverage for terrorist acts; the availability of financing; and other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors which could impact the Company and the statements contained herein, see the "Risk Factors" section. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events.

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ITEM 2. PROPERTIES

PROPERTY LIST

        As of December 31, 2003, the Company's Consolidated Properties consisted of 252 in-service office, office/flex and industrial/warehouse properties, as well as two stand-alone retail properties and two land leases. The Consolidated Properties are located primarily in the Northeast. The Consolidated Properties are easily accessible from major thoroughfares and are in close proximity to numerous amenities. The Consolidated Properties contain a total of approximately 27.0 million square feet, with the individual properties ranging from 6,216 to 977,225 square feet. The Consolidated Properties, managed by on-site employees, generally have attractively landscaped sites, atriums and covered parking in addition to quality design and construction. The Company's tenants include many service sector employers, including a large number of professional firms and national and international businesses. The Company believes that all of its properties are well-maintained and do not require significant capital improvements.


Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

ATLANTIC COUNTY, NEW JERSEY                                
Egg Harbor                                
100 Decadon Drive   1987   40,422   100.0   951   857   0.19   23.53   21.20
200 Decadon Drive   1991   39,922   100.0   923   917   0.18   23.12   22.97
BERGEN COUNTY, NEW JERSEY                                
Fair Lawn                                
17-17 Route 208 North   1987   143,000   100.0   3,378   2,854   0.67   23.62   19.96
Fort Lee                                
One Bridge Plaza   1981   200,000   93.7   4,599   4,269   0.91   24.54   22.78
2115 Linwood Avenue   1981   68,000   71.2   1,460   1,095   0.29   30.16   22.62
Little Ferry                                
200 Riser Road   1974   286,628   100.0   2,255   2,183   0.45   7.87   7.62
Montvale                                
95 Chestnut Ridge Road   1975   47,700   100.0   563   499   0.11   11.80   10.46
135 Chestnut Ridge Road   1981   66,150   100.0   1,561   1,262   0.31   23.60   19.08
Paramus                                
15 East Midland Avenue   1988   259,823   100.0   6,715   6,715   1.33   25.84   25.84
461 From Road   1988   253,554   99.8   6,090   6,072   1.20   24.07   24.00
650 From Road   1978   348,510   98.3   7,782   7,102   1.54   22.72   20.73
140 Ridgewood Avenue   1981   239,680   93.0   4,843   4,503   0.96   21.73   20.20
61 South Paramus
Avenue
  1985   269,191   99.7   6,727   6,062   1.33   25.06   22.59

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Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

Rochelle Park                                
120 Passaic Street   1972   52,000   99.6   1,397   1,317   0.28   26.97   25.43
365 West Passaic Street   1976   212,578   90.8   4,103   3,656   0.81   21.26   18.94
Upper Saddle River                                
1 Lake Street   1973/94   474,801   100.0   7,465   7,465   1.48   15.72   15.72
10 Mountainview Road   1986   192,000   97.9   3,880   3,794   0.77   20.64   20.18
Woodcliff Lake                                
400 Chestnut Ridge Road   1982   89,200   100.0   2,094   2,036   0.41   23.48   22.83
470 Chestnut Ridge Road   1987   52,500   100.0   1,192   1,192   0.24   22.70   22.70
530 Chestnut Ridge Road   1986   57,204   100.0   1,166   1,166   0.23   20.38   20.38
50 Tice Boulevard   1984   235,000   100.0   5,883   5,183   1.16   25.03   22.06
300 Tice Boulevard   1991   230,000   100.0   6,038   5,423   1.19   26.25   23.58
BURLINGTON COUNTY, NEW JERSEY                                
Moorestown                                
224 Strawbridge Drive   1984   74,000   100.0   1,446   1,088   0.29   19.54   14.70
228 Strawbridge Drive   1984   74,000   100.0   1,271   1,047   0.25   17.18   14.15
ESSEX COUNTY, NEW JERSEY                                
Millburn                                
150 J.F. Kennedy Parkway   1980   247,476   98.7   6,492   6,003   1.28   26.58   24.58
Roseland                                
101 Eisenhower Parkway   1980   237,000   92.4   4,948   4,568   0.98   22.59   20.86
103 Eisenhower Parkway   1985   151,545   89.5   3,370   3,032   0.67   24.85   22.35
105 Eisenhower Parkway   2001   220,000   62.1   1,580   937   0.31   11.56   6.86
HUDSON COUNTY, NEW JERSEY                                
Jersey City                                
Harborside Financial Center Plaza 1   1983   400,000   99.0   4,684   4,423   0.93   11.83   11.17
Harborside Financial Center Plaza 2   1990   761,200   100.0   19,194   18,085   3.78   25.22   23.76
Harborside Financial Center Plaza 3   1990   725,600   100.0   18,294   17,236   3.61   25.21   23.75
Harborside Financial Center Plaza 4-A   2000   207,670   96.3   6,975   6,202   1.38   34.88   31.01
Harborside Financial Center Plaza 5   2002   977,225   60.1   20,922   18,275   4.13   35.62   31.12

21



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

MERCER COUNTY, NEW JERSEY                                
Hamilton Township                                
600 Horizon Drive   2002   95,000   100.0   1,373   1,373   0.27   14.45   14.45
Princeton                                
103 Carnegie Center   1984   96,000   84.8   2,023   1,894   0.40   24.85   23.27
100 Overlook Center   1988   149,600   94.7   4,125   3,718   0.82   29.12   26.24
5 Vaughn Drive   1987   98,500   98.1   2,039   1,883   0.40   21.10   19.49
MIDDLESEX COUNTY, NEW JERSEY                                
East Brunswick                                
377 Summerhill Road   1977   40,000   100.0   373   368   0.07   9.33   9.20
Plainsboro                                
500 College Road East   1984   158,235   100.0   3,696   3,682   0.73   23.36   23.27
South Brunswick                                
3 Independence Way   1983   111,300   16.7   665   558   0.13   35.78   30.02
Woodbridge                                
581 Main Street   1991   200,000   100.0   4,899   4,729   0.97   24.50   23.65
MONMOUTH COUNTY, NEW JERSEY                                
Neptune                                
3600 Route 66   1989   180,000   100.0   2,409   2,409   0.48   13.38   13.38
Wall Township                                
1305 Campus Parkway   1988   23,350   92.4   398   366   0.08   18.45   16.96
1350 Campus Parkway   1990   79,747   99.9   1,579   1,483   0.31   19.82   18.61
MORRIS COUNTY, NEW JERSEY                                
Florham Park                                
325 Columbia Turnpike   1987   168,144   99.0   4,478   4,058   0.89   26.90   24.38
Morris Plains                                
250 Johnson Road   1977   75,000   100.0   1,594   1,433   0.32   21.25   19.11
201 Littleton Road   1979   88,369   86.3   1,634   1,497   0.32   21.43   19.63
Morris Township                                
340 Mt. Kemble Avenue   1985   387,000   100.0   5,530   5,530   1.09   14.29   14.29

22



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

Parsippany                                
4 Campus Drive   1983   147,475   94.8   3,518   3,478   0.70   25.16   24.88
6 Campus Drive   1983   148,291   46.2   1,327   1,259   0.26   19.37   18.38
7 Campus Drive   1982   154,395   100.0   2,037   1,924   0.40   13.19   12.46
8 Campus Drive   1987   215,265   100.0   5,309   5,003   1.05   24.66   23.24
9 Campus Drive   1983   156,495   81.0   4,363   4,239   0.86   34.42   33.44
2 Dryden Way   1990   6,216   100.0   92   92   0.02   14.80   14.80
4 Gatehall Drive   1988   248,480   81.7   5,663   5,427   1.12   27.90   26.73
2 Hilton Court   1991   181,592   86.6   4,294   4,055   0.85   27.31   25.79
1633 Littleton Road   1978   57,722   100.0   1,131   1,131   0.22   19.59   19.59
600 Parsippany Road   1978   96,000   44.8   1,020   883   0.20   23.72   20.53
1 Sylvan Way   1989   150,557   100.0   3,438   3,036   0.68   22.84   20.17
5 Sylvan Way   1989   151,383   100.0   3,962   3,703   0.78   26.17   24.46
7 Sylvan Way   1987   145,983   100.0   2,927   2,766   0.58   20.05   18.95
PASSAIC COUNTY, NEW JERSEY                                
Clifton                                
777 Passaic Avenue   1983   75,000   96.1   1,499   1,276   0.30   20.80   17.70
Totowa                                
999 Riverview Drive   1988   56,066   94.8   849   781   0.17   15.97   14.69
Wayne                                
201 Willowbrook Boulevard   1970   178,329   56.2   1,625   1,395   0.32   16.21   13.92
SOMERSET COUNTY, NEW JERSEY                                
Basking Ridge                                
222 Mt. Airy Road   1986   49,000   100.0   741   689   0.15   15.12   14.06
233 Mt. Airy Road   1987   66,000   100.0   1,315   1,103   0.26   19.92   16.71
Bernards                                
106 Allen Road   2000   132,010   73.1   2,206   1,776   0.44   22.86   18.40
Bridgewater                                
721 Route 202/206   1989   192,741   100.0   4,767   4,520   0.94   24.73   23.45
UNION COUNTY, NEW JERSEY                                
Clark                                
100 Walnut Avenue   1985   182,555   86.8   4,822   4,248   0.95   30.43   26.81
Cranford                                
6 Commerce Drive   1973   56,000   100.0   1,197   1,048   0.24   21.38   18.71
11 Commerce Drive (c)   1981   90,000   100.0   1,223   1,056   0.24   13.59   11.73
12 Commerce Drive   1967   72,260   88.7   873   704   0.17   13.62   10.98
14 Commerce Drive (g)   1971   67,189   98.0   379   379   0.07   21.01   21.01
20 Commerce Drive   1990   176,600   93.8   4,380   3,873   0.87   26.44   23.38
25 Commerce Drive   1971   67,749   100.0   1,352   1,315   0.27   19.96   19.41
65 Jackson Drive   1984   82,778   88.7   1,737   1,549   0.34   23.66   21.10

23



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

New Providence                                
890 Mountain Avenue   1977   80,000   89.6   1,886   1,807   0.37   26.31   25.21
       
 
 
 
 
 
 
Total New Jersey Office       13,367,955   91.3   276,988   256,014   54.75   22.76   21.05
       
 
 
 
 
 
 
DUTCHESS COUNTY, NEW YORK                                
Fishkill                                
300 Westage Business Center Drive   1987   118,727   88.7   2,283   2,082   0.45   21.68   19.77
NASSAU COUNTY, NEW YORK                                
North Hempstead                                
600 Community Drive   1983   237,274   100.0   5,476   5,476   1.08   23.08   23.08
111 East Shore Road   1980   55,575   100.0   1,518   1,504   0.30   27.31   27.06
ROCKLAND COUNTY, NEW YORK                                
Suffern                                
400 Rella Boulevard   1988   180,000   95.9   4,130   3,690   0.82   23.93   21.38
WESTCHESTER COUNTY, NEW YORK                                
Elmsford                                
100 Clearbrook Road (c)   1975   60,000   100.0   1,067   953   0.21   17.78   15.88
101 Executive Boulevard   1971   50,000   78.5   819   764   0.16   20.87   19.46
555 Taxter Road   1986   170,554   63.6   3,439   3,375   0.68   31.70   31.11
565 Taxter Road   1988   170,554   85.6   3,589   3,455   0.71   24.58   23.67
570 Taxter Road   1972   75,000   91.5   1,645   1,474   0.33   23.97   21.48
Hawthorne                                
1 Skyline Drive   1980   20,400   99.0   392   368   0.08   19.41   18.22
2 Skyline Drive   1987   30,000   85.6   469   424   0.09   18.26   16.51
3 Skyline Drive   1981   75,668   100.0   1,688   1,688   0.33   22.31   22.31
7 Skyline Drive   1987   109,000   96.6   1,926   1,855   0.38   18.29   17.62
17 Skyline Drive   1989   85,000   100.0   1,360   1,335   0.27   16.00   15.71
19 Skyline Drive   1982   248,400   100.0   4,484   4,187   0.89   18.05   16.86
Tarrytown                                
200 White Plains Road   1982   89,000   91.6   1,896   1,695   0.37   23.26   20.79
220 White Plains Road   1984   89,000   100.0   2,020   1,651   0.40   22.70   18.55
White Plains                                
1 Barker Avenue   1975   68,000   96.6   1,697   1,600   0.34   25.83   24.36
3 Barker Avenue   1983   65,300   93.3   1,614   1,412   0.32   26.49   23.18
50 Main Street   1985   309,000   96.8   8,509   7,890   1.67   28.45   26.38
11 Martine Avenue   1987   180,000   92.9   4,463   3,987   0.88   26.69   23.84
1 Water Street   1979   45,700   94.9   1,017   915   0.20   23.45   21.10

24



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

Yonkers                                
1 Executive Boulevard   1982   112,000   100.0   2,822   2,640   0.56   25.20   23.57
3 Executive Plaza   1987   58,000   100.0   1,328   1,195   0.26   22.90   20.60
       
 
 
 
 
 
 
Total New York Office       2,702,152   93.6   59,651   55,615   11.78   23.58   21.98
       
 
 
 
 
 
 
CHESTER COUNTY, PENNSYLVANIA                                
Berwyn                                
1000 Westlakes Drive   1989   60,696   87.3   1,467   1,419   0.29   27.69   26.78
1055 Westlakes Drive   1990   118,487   67.5   1,848   1,479   0.37   23.11   18.49
1205 Westlakes Drive   1988   130,265   92.8   3,126   2,974   0.62   25.86   24.60
1235 Westlakes Drive   1986   134,902   59.7   2,020   1,867   0.40   25.08   23.18
DELAWARE COUNTY, PENNSYLVANIA                                
Lester                                
100 Stevens Drive   1986   95,000   100.0   2,551   2,350   0.50   26.85   24.74
200 Stevens Drive   1987   208,000   100.0   5,613   5,263   1.11   26.99   25.30
300 Stevens Drive   1992   68,000   63.1   883   740   0.17   20.58   17.25
Media                                
1400 Providence Road — Center I   1986   100,000   94.0   2,224   2,011   0.44   23.66   21.39
1400 Providence Road — Center II   1990   160,000   89.0   3,240   2,924   0.64   22.75   20.53
MONTGOMERY COUNTY, PENNSYLVANIA                                
Blue Bell                                
4 Sentry Parkway (g)   1982   63,930   94.1   417   417   0.08   22.79   22.79
16 Sentry Parkway   1988   93,093   89.0   2,075   2,058   0.41   24.98   24.77
18 Sentry Parkway   1988   95,010   84.9   2,017   2,009   0.40   24.94   24.84
King of Prussia                                
2200 Renaissance Boulevard   1985   174,124   89.5   3,792   3,778   0.75   24.33   24.24
Lower Providence                                
1000 Madison Avenue   1990   100,700   31.1   895   780   0.18   28.58   24.91
Plymouth Meeting                                
1150 Plymouth Meeting Mall   1970   167,748   94.7   3,464   3,166   0.68   21.81   19.93
Five Sentry Parkway East   1984   91,600   100.0   1,917   1,860   0.38   20.93   20.31
Five Sentry Parkway West   1984   38,400   100.0   822   803   0.16   21.41   20.91
       
 
 
 
 
 
 
Total Pennsylvania Office       1,899,955   85.1   38,371   35,898   7.58   24.32   22.79
       
 
 
 
 
 
 

25



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

FAIRFIELD COUNTY, CONNECTICUT                                
Greenwich                                
500 West Putnam Avenue   1973   121,250   100.0   3,059   2,847   0.60   25.23   23.48
Norwalk                                
40 Richards Avenue   1985   145,487   77.6   3,153   2,855   0.62   27.93   25.29
Shelton                                
1000 Bridgeport Avenue   1986   133,000   74.3   1,810   1,609   0.36   18.32   16.28
Stamford                                
1266 East Main Street   1984   179,260   97.8   4,746   4,735   0.94   27.07   27.01
       
 
 
 
 
 
 
Total Connecticut Office       578,997   87.8   12,768   12,046   2.52   25.12   23.70
       
 
 
 
 
 
 
WASHINGTON, D.C.                                
1201 Connecticut Avenue, NW   1940   169,549   97.6   5,310   5,080   1.05   32.09   30.70
1400 L Street, NW   1987   159,000   100.0   6,197   5,936   1.22   38.97   37.33
       
 
 
 
 
 
 
Total District of Columbia Office       328,549   98.8   11,507   11,016   2.27   35.46   33.95
       
 
 
 
 
 
 
PRINCE GEORGE'S COUNTY, MARYLAND                                
Lanham                                
4200 Parliament Place   1989   122,000   98.2   2,811   2,648   0.56   23.46   22.10
       
 
 
 
 
 
 
Total Maryland Office       122,000   98.2   2,811   2,648   0.56   23.46   22.10
       
 
 
 
 
 
 
BEXAR COUNTY, TEXAS                                
San Antonio                                
84 N.E. Loop 410   1971   187,312   78.8   2,611   2,297   0.52   17.69   15.56
DALLAS COUNTY, TEXAS                                
Dallas                                
3030 LBJ Freeway (c)   1984   367,018   76.6   5,251   4,757   1.04   18.68   16.92
Richardson                                
1122 Alma Road   1977   82,576   100.0   607   599   0.12   7.35   7.25
       
 
 
 
 
 
 
Total Texas Office       636,906   80.3   8,469   7,653   1.68   16.56   14.97
       
 
 
 
 
 
 
ARAPAHOE COUNTY, COLORADO                                
Denver                                
400 South Colorado Boulevard   1983   125,415   77.6   1,801   1,667   0.36   18.51   17.13
Englewood                                
9359 East Nichols Avenue   1997   72,610   100.0   767   767   0.15   10.56   10.56
5350 South Roslyn Street   1982   63,754   91.0   933   777   0.18   16.08   13.39

26



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

BOULDER COUNTY, COLORADO                                
Broomfield                                
105 South Technology Court   1997   37,574   67.0   186   178   0.04   7.39   7.07
303 South Technology Court-A   1997   34,454   100.0   157   112   0.03   4.56   3.25
303 South Technology Court-B   1997   40,416   100.0   185   131   0.04   4.58   3.24
Louisville                                
248 Centennial Parkway   1996   39,266   100.0   349   293   0.07   8.89   7.46
1172 Century Drive   1996   49,566   68.3   440   369   0.09   13.00   10.90
285 Century Place   1997   69,145   100.0   1,102   1,098   0.22   15.94   15.88
DENVER COUNTY, COLORADO                                
Denver                                
3600 South Yosemite   1974   133,743   100.0   1,387   1,387   0.27   10.37   10.37
8181 East Tufts Avenue   2001   185,254   97.4   3,781   3,292   0.75   20.95   18.24
DOUGLAS COUNTY, COLORADO                                
Centennial                                
5975 South Quebec Street (c)   1996   102,877   83.1   993   678   0.20   11.62   7.93
Englewood                                
67 Inverness Drive East   1996   54,280   60.6   289   196   0.06   8.79   5.96
384 Inverness Parkway   1985   51,523   85.6   670   604   0.13   15.19   13.69
400 Inverness Parkway   1997   111,608   93.9   2,025   1,848   0.40   19.32   17.63
Parker                                
9777 Mount Pyramid Court   1995   120,281   44.4   594   582   0.12   11.12   10.90
EL PASO COUNTY, COLORADO                                
Colorado Springs                                
8415 Explorer   1998   47,368   94.1   587   585   0.12   13.17   13.12
1975 Research Parkway   1997   115,250   67.8   1,244   1,105   0.25   15.92   14.14
2375 Telstar Drive   1998   47,369   100.0   587   584   0.12   12.39   12.33
JEFFERSON COUNTY, COLORADO                                
Lakewood                                
141 Union Boulevard   1985   63,600   95.5   1,092   997   0.22   17.98   16.41
       
 
 
 
 
 
 
Total Colorado Office       1,565,353   85.4   19,169   17,250   3.82   14.33   12.90
       
 
 
 
 
 
 

27



Property Listing

Office Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

SAN FRANCISCO COUNTY, CALIFORNIA                                    
San Francisco                                    
795 Folsom Street   1977   183,445   100.0   7,056   6,285   1.39     38.46     34.26
760 Market Street   1908   267,446   96.0   8,231   7,823   1.62     32.06     30.47
       
 
 
 
 
 
 
Total California Office       450,891   97.6   15,287   14,108   3.01     34.73     32.05
       
 
 
 
 
 
 
TOTAL OFFICE PROPERTIES       21,652,758   90.5   445,021   412,248   87.97   $ 22.81   $ 21.13
       
 
 
 
 
 
 

28



Property Listing

Office/Flex Properties

Property Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%)(a)

  2003
Base
Rent
($000's)
(b)(c)

  2003
Effective
Rent
($000's)
(c)(d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($)(c)(e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($)(c)(f)

BURLINGTON COUNTY, NEW JERSEY                                
Burlington                                
3 Terri Lane   1991   64,500   85.3   367   316   0.07   6.67   5.74
5 Terri Lane   1992   74,555   100.0   506   318   0.10   6.79   4.27
Moorestown                                
2 Commerce Drive   1986   49,000   100.0   423   390   0.08   8.63   7.96
101 Commerce Drive   1988   64,700   100.0   168   148   0.03   2.60   2.29
102 Commerce Drive   1987   38,400   100.0   183   164   0.04   4.77   4.27
201 Commerce Drive   1986   38,400   100.0   139   122   0.03   3.62   3.18
202 Commerce Drive   1988   51,200   25.3   127   122   0.03   9.80   9.42
1 Executive Drive   1989   20,570   43.0   195   188   0.04   22.05   21.25
2 Executive Drive   1988   60,800   78.4   410   339   0.08   8.60   7.11
101 Executive Drive   1990   29,355   75.2   232   189   0.05   10.51   8.56
102 Executive Drive   1990   64,000   100.0   372   316   0.07   5.81   4.94
225 Executive Drive   1990   50,600   86.2   335   267   0.07   7.68   6.12
97 Foster Road   1982   43,200   100.0   201   159   0.04   4.65   3.68
1507 Lancer Drive   1995   32,700   100.0   155   142   0.03   4.74   4.34
1510 Lancer Drive   1998   88,000   100.0   370   370   0.07   4.20   4.20
1245 North Church Street   1998   52,810   100.0   385   384   0.08   7.29   7.27
1247 North Church Street   1998   52,790   100.0   449   445   0.09   8.51   8.43
1256 North Church Street   1984   63,495   100.0   371   305   0.07   5.84   4.80
840 North Lenola Road   1995   38,300   100.0   285   234   0.06   7.44   6.11
844 North Lenola Road   1995   28,670   100.0   94   87   0.02   3.28   3.03
915 North Lenola Road   1998   52,488   91.8   272   218   0.05   5.65   4.52
2 Twosome Drive   2000   48,600   100.0   391   391   0.08   8.05   8.05
30 Twosome Drive   1997   39,675   100.0   217   202   0.04   5.47   5.09
31 Twosome Drive   1998   84,200   100.0   438   438   0.09   5.20   5.20
40 Twosome Drive   1996   40,265   100.0   268   258   0.05   6.66   6.41
41 Twosome Drive   1998   43,050   77.7   292   279   0.06   8.73   8.34
50 Twosome Drive   1997   34,075   100.0   277   261   0.05   8.13   7.66
West Deptford                                
1451 Metropolitan Drive   1996   21,600   100.0   148   148   0.03   6.85   6.85

MERCER COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Hamilton Township                                
100 Horizon Drive   1989   13,275   100.0   192   169   0.04   14.46   12.73
200 Horizon Drive   1991   45,770   100.0   530   490   0.10   11.58   10.71
300 Horizon Drive   1989   69,780   100.0   1,135   995   0.22   16.27   14.26
500 Horizon Drive   1990   41,205   100.0   594   554   0.12   14.42   13.44

MONMOUTH COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Wall Township                                
1325 Campus Parkway   1988   35,000   100.0   466   309   0.09   13.31   8.83
1340 Campus Parkway   1992   72,502   100.0   853   747   0.17   11.77   10.30
1345 Campus Parkway   1995   76,300   100.0   823   698   0.16   10.79   9.15
1433 Highway 34   1985   69,020   75.7   517   418   0.10   9.90   8.00
1320 Wyckoff Avenue   1986   20,336   100.0   176   166   0.03   8.65   8.16
1324 Wyckoff Avenue   1987   21,168   100.0   223   192   0.04   10.53   9.07

29


Property Listing

Office/Flex Properties

Property Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%)(a)

  2003
Base
Rent
($000's)
(b)(c)

  2003
Effective
Rent
($000's)
(c)(d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($)(c)(e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($)(c)(f)

PASSAIC COUNTY, NEW JERSEY                                
Totowa                                
1 Center Court   1999   38,961   100.0   494   359   0.10   12.68   9.21
2 Center Court   1998   30,600   85.3   337   236   0.07   12.91   9.04
11 Commerce Way   1989   47,025   100.0   549   469   0.11   11.67   9.97
20 Commerce Way   1992   42,540   100.0   441   425   0.09   10.37   9.99
29 Commerce Way   1990   48,930   79.6   755   661   0.15   19.38   16.97
40 Commerce Way   1987   50,576   100.0   692   648   0.14   13.68   12.81
45 Commerce Way   1992   51,207   100.0   514   475   0.10   10.04   9.28
60 Commerce Way   1988   50,333   93.1   592   536   0.12   12.63   11.44
80 Commerce Way   1996   22,500   100.0   321   284   0.06   14.27   12.62
100 Commerce Way   1996   24,600   100.0   350   311   0.07   14.23   12.64
120 Commerce Way   1994   9,024   100.0   109   104   0.02   12.08   11.52
140 Commerce Way   1994   26,881   99.5   323   312   0.06   12.08   11.67
       
 
 
 
 
 
 
Total New Jersey Office/Flex       2,277,531   94.0   19,056   16,758   3.76   8.90   7.82
       
 
 
 
 
 
 

WESTCHESTER COUNTY, NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Elmsford                                
11 Clearbrook Road   1974   31,800   100.0   431   400   0.09   13.55   12.58
75 Clearbrook Road   1990   32,720   100.0   816   816   0.16   24.94   24.94
125 Clearbrook Road   2002   33,000   100.0   712   592   0.14   21.58   17.94
150 Clearbrook Road   1975   74,900   75.3   892   835   0.18   15.82   14.81
175 Clearbrook Road   1973   98,900   88.6   1,403   1,311   0.28   16.01   14.96
200 Clearbrook Road   1974   94,000   99.8   1,219   1,128   0.24   12.99   12.02
250 Clearbrook Road   1973   155,000   94.5   1,364   1,258   0.27   9.31   8.59
50 Executive Boulevard   1969   45,200   79.4   377   363   0.07   10.50   10.11
77 Executive Boulevard   1977   13,000   100.0   220   208   0.04   16.92   16.00
85 Executive Boulevard   1968   31,000   99.4   473   464   0.09   15.35   15.06
300 Executive Boulevard   1970   60,000   100.0   571   541   0.11   9.52   9.02
350 Executive Boulevard   1970   15,400   98.8   296   272   0.06   19.45   17.88
399 Executive Boulevard   1962   80,000   100.0   1,024   999   0.20   12.80   12.49
400 Executive Boulevard   1970   42,200   100.0   653   597   0.13   15.47   14.15
500 Executive Boulevard   1970   41,600   100.0   686   627   0.14   16.49   15.07
525 Executive Boulevard   1972   61,700   83.6   844   802   0.17   16.36   15.55
1 Westchester Plaza   1967   25,000   100.0   316   296   0.06   12.64   11.84
2 Westchester Plaza   1968   25,000   100.0   489   482   0.10   19.56   19.28
3 Westchester Plaza   1969   93,500   94.6   1,371   1,291   0.27   15.50   14.60
4 Westchester Plaza   1969   44,700   99.8   663   644   0.13   14.86   14.44
5 Westchester Plaza   1969   20,000   77.0   262   224   0.05   17.01   14.55
6 Westchester Plaza   1968   20,000   100.0   330   306   0.07   16.50   15.30
7 Westchester Plaza   1972   46,200   100.0   705   698   0.14   15.26   15.11
8 Westchester Plaza   1971   67,200   96.7   872   769   0.17   13.42   11.83
Hawthorne                                
200 Saw Mill River Road   1965   51,100   97.8   706   668   0.14   14.13   13.37
4 Skyline Drive   1987   80,600   100.0   1,370   1,316   0.27   17.00   16.33
5 Skyline Drive   1980   124,022   100.0   1,619   1,618   0.31   13.05   13.05
6 Skyline Drive   1980   44,155   100.0   718   718   0.14   16.26   16.26
8 Skyline Drive   1985   50,000   98.7   898   634   0.18   18.20   12.85
10 Skyline Drive   1985   20,000   62.3   211   188   0.04   16.93   15.09
11 Skyline Drive   1989   45,000   100.0   794   733   0.16   17.64   16.29
12 Skyline Drive   1999   46,850   100.0   797   565   0.16   17.01   12.06
15 Skyline Drive   1989   55,000   100.0   1,187   976   0.23   21.58   17.75

30


Property Listing

Office/Flex Properties

Property Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%)(a)

  2003
Base
Rent
($000's)
(b)(c)

  2003
Effective
Rent
($000's)
(c)(d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($)(c)(e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($)(c)(f)

Yonkers                                
100 Corporate Boulevard   1987   78,000   98.2   1,433   1,338   0.28   18.71   17.47
200 Corporate Boulevard South   1990   84,000   99.8   1,392   1,348   0.28   16.60   16.08
4 Executive Plaza   1986   80,000   99.0   1,227   1,068   0.24   15.49   13.48
6 Executive Plaza   1987   80,000   100.0   1,335   1,289   0.26   16.69   16.11
1 Odell Plaza   1980   106,000   99.9   1,438   1,349   0.28   13.58   12.74
3 Odell Plaza (g)   1984   71,065   100.0   200   200   0.04   7.61   7.61
5 Odell Plaza   1983   38,400   99.6   632   592   0.12   16.52   15.48
7 Odell Plaza   1984   42,600   76.0   592   585   0.12   18.29   18.07
       
 
 
 
 
 
 
Total New York Office/Flex       2,348,812   96.1   33,538   31,108   6.61   15.01   13.94
       
 
 
 
 
 
 
FAIRFIELD COUNTY, CONNECTICUT                                
Stamford                                
419 West Avenue   1986   88,000   100.0   1,154   1,063   0.23   13.11   12.08
500 West Avenue   1988   25,000   100.0   447   390   0.09   17.88   15.60
550 West Avenue   1990   54,000   100.0   884   879   0.17   16.37   16.28
600 West Avenue   1999   66,000   100.0   755   712   0.15   11.44   10.79
650 West Avenue   1998   40,000   100.0   555   424   0.11   13.88   10.60
       
 
 
 
 
 
 
Total Connecticut Office/Flex       273,000   100.0   3,795   3,468   0.75   13.90   12.70
       
 
 
 
 
 
 

TOTAL OFFICE/FLEX PROPERTIES

 

 

 

4,899,343

 

95.3

 

56,389

 

51,334

 

11.12

 

12.14

 

11.06
       
 
 
 
 
 
 

31



Property Listing

Industrial/Warehouse, Retail and Land Lease Properties

Property
Location

  Year
Built

  Net
Rentable
Area
(Sq. Ft.)

  Percentage
Leased
as of
12/31/03
(%) (a)

  2003
Base
Rent
($000's)
(b) (c)

  2003
Effective
Rent
($000's)
(c) (d)

  Percentage
of Total 2003
Base Rent (%)

  2003
Average
Base Rent
Per Sq. Ft.
($) (c) (e)

  2003
Average
Effective
Rent
Per Sq. Ft.
($) (c) (f)

WESTCHESTER COUNTY, NEW YORK                                
Elmsford                                
1 Warehouse Lane   1957   6,600   100.0   72   72   0.01   10.91   10.91
2 Warehouse Lane   1957   10,900   96.3   140   118   0.03   13.34   11.24
3 Warehouse Lane   1957   77,200   100.0   301   284   0.06   3.90   3.68
4 Warehouse Lane   1957   195,500   100.0   1,962   1,881   0.39   10.04   9.62
5 Warehouse Lane   1957   75,100   97.1   910   858   0.18   12.48   11.77
6 Warehouse Lane   1982   22,100   100.0   513   511   0.10   23.21   23.12
       
 
 
 
 
 
 
Total Industrial/Warehouse Properties       387,400   99.3   3,898   3,724   0.77   10.13   9.68
       
 
 
 
 
 
 
WESTCHESTER COUNTY, NEW YORK                                

Tarrytown

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
230 White Plains Road   1984   9,300   100.0   195   195   0.04   20.97   20.97
Yonkers                                
2 Executive Plaza   1986   8,000   100.0   232   232   0.05   29.00   29.00
       
 
 
 
 
 
 
Total Retail Properties       17,300   100.0   427   427   0.09   24.68   24.68
       
 
 
 
 
 
 
WESTCHESTER COUNTY, NEW YORK                                
Elmsford                                
700 Executive Boulevard       100.0   114   114   0.02    
Yonkers                                
1 Enterprise Boulevard       100.0   136   136   0.03    
       
 
 
 
 
 
 
Total Land Leases         100.0   250   250   0.05    
       
 
 
 
 
 
 
TOTAL PROPERTIES       26,956,801   91.5   505,985   467,983   100.00   20.60   19.03
       
 
 
 
 
 
 

32


PERCENTAGE LEASED

        The following table sets forth the year-end percentages of square feet leased in the Company's stabilized operating Consolidated Properties for the last five years:

Year Ended December 31,

  Percentage of
Square Feet Leased (%) (a)

2003   91.5
2002   92.3
2001   94.6
2000   96.8
1999   96.5

(a)
Percentage of square-feet leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date.

33


Significant Tenants

        The following table sets forth a schedule of the Company's 50 largest tenants for the Consolidated Properties as of December 31, 2003 based upon annualized base rental revenue:

 
  Number of
Properties

  Annualized
Base Rental
Revenue($)(a)

  Percentage of
Company
Annualized Base
Rental Revenue(%)

  Square
Feet
Leased

  Percentage
Total Company
Leased Sq. Ft.(%)

  Year of
Lease
Expiration

 
AT&T Wireless Services   2   9,856,447   1.9   395,955   1.5   2007 (b)
Credit Suisse First Boston   1   8,382,273   1.6   271,953   1.1   2012 (c)
Keystone Mercy Health Plan   2   7,578,725   1.5   303,149   1.2   2015  
AT&T Corporation   3   7,396,771   1.4   455,064   1.9   2009 (d)
Prentice-Hall Inc.   1   6,744,495   1.4   474,801   2.0   2014  
IBM Corporation   3   6,270,924   1.3   353,617   1.5   2007 (e)
Toys 'R' Us—NJ, Inc.   1   6,072,651   1.2   242,518   1.0   2012  
Nabisco Inc.   3   6,066,357   1.2   340,746   1.4   2006 (f)
American Institute of Certified Public Accountants   1   5,817,181   1.2   249,768   1.0   2012  
Forest Laboratories Inc.   2   5,733,035   1.2   166,405   0.7   2017 (g)
Allstate Insurance Company   9   5,490,741   1.1   238,435   1.0   2009 (h)
Waterhouse Securities, Inc.   1   5,443,760   1.1   184,222   0.8   2015  
Bankers Trust Harborside   1   4,950,000   1.0   385,000   1.6   2004  
Garban LLC   1   4,862,772   1.0   135,077   0.6   2017  
Dean Witter Trust Company   1   4,856,901   1.0   221,019   0.9   2008  
CMP Media Inc.   1   4,817,298   1.0   237,274   1.0   2014  
KPMG, LLP   3   4,714,583   0.9   181,025   0.7   2012 (i)
Winston & Strawn   1   4,513,175   0.9   108,100   0.4   2005  
National Financial Services   1   4,346,765   0.9   112,964   0.5   2012  
Morgan Stanley Dean Witter, Inc.   5   4,329,709   0.9   163,253   0.7   2010 (j)
Citigroup Global Marketing   6   4,153,737   0.8   160,929   0.7   2014 (k)
Move.Com Operations Inc.   1   4,081,431   0.8   94,917   0.4   2006  
Cendant Operations Inc.   1   3,773,775   0.8   150,951   0.6   2008  
Bank of Tokyo-Mitsubishi Ltd   1   3,378,923   0.7   137,076   0.6   2009  
URS Greiner Woodward-Clyde   1   3,252,691   0.7   120,550   0.5   2011  
Montefiore Medical Center   4   3,129,071   0.6   144,457   0.6   2019 (l)
Dow Jones & Company Inc.   2   2,970,142   0.6   98,007   0.4   2012 (m)
SSB Realty, LLC   1   2,810,985   0.6   114,519   0.5   2009  
SunAmerica Asset Management   1   2,680,409   0.5   69,621   0.3   2018  
United States Life Insurance Co.   1   2,520,000   0.5   180,000   0.7   2013  
Regus Business Centre Corp.   3   2,345,074   0.5   107,608   0.4   2011  
Computer Sciences Corporation   3   2,315,851   0.5   131,850   0.5   2006 (n)
Deloitte & Touche USA LLP   1   2,271,766   0.5   85,727   0.4   2004  
Lonza Inc.   1   2,236,200   0.4   89,448   0.4   2007  
Prudential Insurance Company   2   2,231,859   0.4   87,611   0.4   2013 (o)
Xerox Corporation   5   2,123,776   0.4   92,889   0.4   2010 (p)
Merck & Company Inc.   2   2,110,767   0.4   97,396   0.4   2006  
Barr Laboratories Inc.   1   2,030,087   0.4   89,510   0.4   2015  
Avaya Inc.   2   2,017,019   0.4   115,692   0.5   2011 (q)
GAB Robins North America Inc.   1   1,913,750   0.4   75,049   0.3   2008  
Movado Group Inc.   1   1,902,415   0.4   80,417   0.3   2013  
URS Corporation   3   1,850,434   0.4   92,518   0.4   2011 (r)
Bearingpoint Inc.   1   1,831,966   0.4   77,956   0.3   2011  
Nextel of New York Inc.   2   1,829,524   0.4   85,174   0.4   2014 (s)
Cable & Wireless Internet Services, Inc.   1   1,799,572   0.4   71,474   0.3   2010  
Chase Manhattan Mortgage Co   1   1,797,040   0.4   68,766   0.3   2006  
Mellon HR Solutions LLC   1   1,783,374   0.4   69,946   0.3   2006  
First Investors Management   1   1,730,914   0.3   75,578   0.3   2006  
MCI Worldcom Communications   1   1,660,260   0.3   55,342   0.2   2007  
Sankyo Pharma Inc.   1   1,651,136   0.2   51,598   0.1   2012  
       
 
 
 
     
Total Company       190,428,511   38.2   8,192,921   33.8      
       
 
 
 
     

See footnotes on subsequent page.

34


Significant Tenants Footnotes

(a)
Annualized base rental revenue is based on actual December 2003 billings times 12. For leases whose rent commences after January 1, 2004, annualized base rental revenue is based on the first full month's billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.

(b)
12,150 square feet expire in 2004; 383,805 square feet expire in 2007.

(c)
190,000 square feet expire in 2011; 81,953 square feet expire in 2012.

(d)
63,278 square feet expire in 2004; 4,786 square feet expire in 2007; 387,000 square feet expire in 2009.

(e)
105,218 square feet expire in 2005; 248,399 square feet expire in 2007.

(f)
300,378 square feet expire in 2005; 40,368 square feet expire in 2006.

(g)
22,785 square feet expire in 2010; 143,620 square feet expire in 2017.

(h)
4,398 square feet expire in 2004; 59,329 square feet expire in 2005; 22,444 square feet expire in 2006; 70,517 square feet expire in 2007; 59,562 square feet expire in 2008; 22,185 square feet expire in 2009.

(i)
57,204 square feet expire in 2007; 46,440 square feet expire in 2009; 77,381 square feet expire in 2012.

(j)
7,500 square feet expire in 2004; 18,539 square feet expire in 2005; 104,651 square feet expire in 2008; 7,000 square feet expire in 2009; 25,563 square feet expire in 2010.

(k)
40,683 square feet expire in 2004; 9,945 square feet expire in 2005; 45,678 square feet expire in 2007; 37,789 square feet expire in 2009; 26,834 square feet expire in 2014.

(l)
5,850 square feet expire in 2004; 19,000 square feet expire in 2007; 48,542 square feet expire in 2009; 71,065 square feet expire in 2019.

(m)
5,695 square feet expire in 2004; 92,312 square feet expire in 2012.

(n)
49,000 square feet expire in 2004; 82,850 square feet expire in 2006.

(o)
75,174 square feet expire in 2012; 12,437 square feet expire in 2013.

(p)
8,475 square feet expire in 2004; 5,000 square feet expire in 2005; 79,414 square feet expire in 2010.

(q)
49,424 square feet expire in 2004; 66,268 square feet expire in 2011.

(r)
1,456 square feet expire in 2005; 20,187 square feet expire in 2008; 70,875 square feet expire in 2011.

(s)
50,174 square feet expire in 2005; 35,000 square feet expire in 2014.

35


SCHEDULE OF LEASE EXPIRATIONS

        The following table sets forth a schedule of lease expirations for the total of the Company's office, office/flex, industrial/warehouse and stand-alone retail properties, included in the Consolidated Properties, beginning January 1, 2004, assuming that none of the tenants exercise renewal options:

Year Of
Expiration

  Number Of
Leases
Expiring (a)

  Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.)

  Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%)

  Annualized
Base Rental
Revenue
Under
Expiring
Leases ($) (b)

  Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($)

  Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)

2004 (c)   377   1,803,936   7.4   34,977,869   19.39   7.0
2005   428   3,131,953   12.8   62,304,247   19.89   12.4
2006   376   2,774,391   11.4   58,021,381   20.91   11.6
2007   299   2,488,024   10.3   53,769,144   21.61   10.8
2008   328   3,001,578   12.4   56,134,258   18.70   11.3
2009   201   2,185,676   9.0   42,334,535   19.37   8.5
2010   131   1,537,648   6.3   30,675,036   19.95   6.2
2011   93   1,631,506   6.7   38,697,070   23.72   7.8
2012   71   1,643,368   6.8   37,446,396   22.79   7.5
2013   58   1,105,819   4.6   21,617,089   19.55   4.3
2014   21   746,160   3.1   14,615,181   19.59   2.9
2015 and thereafter   43   2,225,965   9.2   48,252,634   21.68   9.7
   
 
 
 
 
 
Totals/Weighted Average   2,426   24,276,024 (d) 100.0   498,844,840   20.55   100.0
   
 
 
 
 
 


 
  Square Feet
Square footage leased to commercial tenants   24,276,024
Square footage used for corporate offices, management offices, building use, retail tenants, food services, other ancillary service tenants and occupancy adjustments   394,936
Square footage unleased   2,285,841
   
Total net rentable square footage (does not include residential, land lease, retail or not-in-service properties)   26,956,801
   

36


SCHEDULE OF LEASE EXPIRATIONS: OFFICE PROPERTIES

        The following table sets forth a schedule of lease expirations for the office properties, included in the Consolidated Properties, beginning January 1, 2004, assuming that none of the tenants exercise renewal options:

Year Of
Expiration

  Number Of
Leases
Expiring (a)

  Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.)

  Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%)

  Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b)

  Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($)

  Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)

2004 (c)   320   1,408,653   7.3   30,740,856   21.82   7.0
2005   321   2,344,159   12.2   53,075,372   22.64   12.2
2006   316   2,236,798   11.6   51,110,754   22.85   11.6
2007   233   1,851,545   9.6   45,506,783   24.58   10.4
2008   258   2,217,901   11.6   48,452,703   21.85   11.1
2009   159   1,760,989   9.2   37,022,218   21.02   8.5
2010   99   1,054,924   5.5   23,725,632   22.49   5.4
2011   77   1,407,215   7.3   35,550,861   25.26   8.2
2012   52   1,431,652   7.5   34,449,358   24.06   7.9
2013   45   973,559   5.1   19,889,021   20.43   4.6
2014   19   689,160   3.6   13,749,181   19.95   3.2
2015 and thereafter   26   1,830,405   9.5   43,180,150   23.59   9.9
   
 
 
 
 
 
Totals/Weighted Average   1,925   19,206,960   100.0   436,452,889   22.72   100.0
   
 
 
 
 
 

37


SCHEDULE OF LEASE EXPIRATIONS: OFFICE/FLEX PROPERTIES

        The following table sets forth a schedule of lease expirations for the office/flex properties, included in the Consolidated Properties, beginning January 1, 2004, assuming that none of the tenants exercise renewal options:

Year Of
Expiration

  Number Of
Leases
Expiring (a)

  Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.)

  Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%)

  Annualized
Base Rental
Revenue
Under
Expiring
Leases ($) (b)

  Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($)

  Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)

2004 (c)   54   374,845   8.1   3,922,013   10.46   6.8
2005   104   765,866   16.4   9,021,093   11.78   15.5
2006   60   537,593   11.5   6,910,627   12.85   11.9
2007   62   621,179   13.3   8,053,711   12.97   13.8
2008   67   692,308   14.8   7,211,650   10.42   12.4
2009   39   384,792   8.3   4,621,677   12.01   7.9
2010   31   454,724   9.7   6,669,404   14.67   11.5
2011   16   224,291   4.8   3,146,209   14.03   5.4
2012   19   211,716   4.5   2,997,038   14.16   5.1
2013   6   77,024   1.7   1,074,845   13.95   1.9
2014   2   57,000   1.2   866,000   15.19   1.5
2015 and thereafter   13   265,278   5.7   3,644,664   13.74   6.3
   
 
 
 
 
 
Totals/Weighted Average   473   4,666,616   100.0   58,138,931   12.46   100.0
   
 
 
 
 
 

38


SCHEDULE OF LEASE EXPIRATIONS: INDUSTRIAL/WAREHOUSE PROPERTIES

        The following table sets forth a schedule of lease expirations for the industrial/warehouse properties, included in the Consolidated Properties, beginning January 1, 2004, assuming that none of the tenants exercise renewal options:

Year Of
Expiration

  Number Of
Leases
Expiring (a)

  Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.)

  Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%)

  Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b)

  Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($)

  Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)

2004   2   11,138   2.9   120,000   10.77   3.1
2005   3   21,928   5.7   207,783   9.48   5.4
2007   4   15,300   3.9   208,650   13.64   5.4
2008   3   91,369   23.7   469,904   5.14   12.2
2009   3   39,895   10.4   690,640   17.31   17.9
2010   1   28,000   7.3   280,000   10.00   7.3
2013   7   55,236   14.3   653,223   11.83   17.0
2015 & thereafter   3   122,282   31.8   1,222,820   10.00   31.7
   
 
 
 
 
 
Totals/Weighted Average   26   385,148   100.0   3,853,020   10.00   100.0
   
 
 
 
 
 

SCHEDULE OF LEASE EXPIRATIONS: STAND-ALONE RETAIL PROPERTIES

        The following table sets forth a schedule of lease expirations for the stand-alone retail properties, included in the Consolidated Properties, beginning January 1, 2004, assuming that none of the tenants exercise renewal options: 

Year Of
Expiration

  Number Of
Leases
Expiring (a)

  Net Rentable
Area Subject
To Expiring
Leases
(Sq. Ft.)

  Percentage Of
Total Leased
Square Feet
Represented By
Expiring
Leases (%)

  Annualized
Base Rental
Revenue Under
Expiring
Leases ($) (b)

  Average Annual
Rent Per Net
Rentable
Square Foot
Represented
By Expiring
Leases ($)

  Percentage Of
Annual Base
Rent Under
Expiring
Leases (%)

2004   1   9,300   53.8   195,000   20.97   48.8
2015 & thereafter   1   8,000   46.2   205,000   25.62   51.2
   
 
 
 
 
 
Totals/Weighted Average   2   17,300   100.0   400,000   23.12   100.0
   
 
 
 
 
 

39


INDUSTRY DIVERSIFICATION

        The following table lists the Company's 30 largest industry classifications based on annualized contractual base rent of the Consolidated Properties:

Industry Classification (a)

  Annualized
Base Rental
Revenue
($) (b) (c) (d)

  Percentage of
Company
Annualized Base
Rental Revenue (%)

  Square
Feet
Leased (d)

  Percentage of
Total Company
Leased
Sq. Ft. (%)

Securities, Commodity Contracts & Other Financial   74,195,913   14.8   2,706,810   11.1
Manufacturing   49,180,527   9.8   2,538,664   10.5
Insurance Carriers & Related Activities   30,801,313   6.1   1,457,767   5.9
Telecommunications   28,568,072   5.6   1,451,564   5.9
Computer System Design Svcs.   28,527,683   5.6   1,456,734   5.9
Credit Intermediation & Related Activities   24,778,965   5.0   1,275,444   5.3
Legal Services   24,725,986   5.0   931,454   3.8
Health Care & Social Assistance   21,119,425   4.2   1,060,728   4.4
Scientific Research/Development   19,799,627   4.0   979,041   4.0
Wholesale Trade   19,376,649   3.9   1,310,368   5.4
Retail Trade   16,265,491   3.3   928,488   3.8
Accounting/Tax Prep.   15,751,237   3.2   671,965   2.8
Other Professional   14,287,386   2.9   693,417   2.9
Publishing Industries   13,928,699   2.8   599,405   2.5
Information Services   11,239,268   2.3   502,686   2.1
Architectural/Engineering   9,684,890   1.9   441,169   1.8
Advertising/Related Services   9,254,969   1.9   388,884   1.6
Arts, Entertainment & Recreation   9,164,336   1.8   620,396   2.6
Other Services (except Public Administration)   9,107,624   1.8   586,746   2.4
Real Estate & Rental & Leasing   7,531,455   1.5   434,240   1.8
Transportation   6,386,004   1.3   419,171   1.7
Management of Companies & Finance   5,779,074   1.2   267,555   1.1
Data Processing Services   5,523,863   1.1   230,629   1.0
Construction   5,364,961   1.1   283,131   1.2
Utilities   5,093,182   1.0   266,526   1.1
Educational Services   4,899,823   1.0   261,740   1.1
Public Administration   4,756,755   1.0   216,895   0.9
Admin. & Support, Waste Mgt. & Remediation Svc.   3,823,770   0.8   265,549   1.1
Specialized Design Services   3,353,802   0.7   229,230   0.9
Management/Scientific   3,341,893   0.7   163,285   0.7
Other   13,232,198   2.7   636,343   2.7
   
 
 
 
Totals   498,844,840   100.0   24,276,024   100.0
   
 
 
 

40


MARKET DIVERSIFICATION

        The following table lists the Company's markets (MSAs), based on annualized contractual base rent of the Consolidated Properties:

Market(MSA)

  Annualized
Base Rental
Revenue
($) (a) (b) (c)

  Percentage Of
Company
Annualized Base
Rental Revenue (%)

  Total
Property Size
Rentable Area (b) (c)

  Percentage Of
Rentable Area (%)

New York, NY (Westchester-Rockland Counties)   89,381,047   17.8   5,044,088   18.8
Bergen-Passaic, NJ   88,887,580   17.8   4,530,091   16.8
Newark, NJ (Essex-Morris-Union Counties)   87,700,275   17.6   4,309,519   16.0
Jersey City, NJ   67,032,435   13.4   3,071,695   11.4
Philadelphia, PA-NJ   49,284,216   9.9   3,417,953   12.7
Trenton, NJ (Mercer County)   15,609,585   3.1   767,365   2.8
Middlesex-Somerset-Hunterdon, NJ   14,602,755   2.9   791,051   2.9
Denver, CO   14,487,488   2.9   1,084,945   4.0
Stamford-Norwalk, CT   13,833,396   2.8   706,510   2.6
Washington, DC-MD-VA   13,234,698   2.7   450,549   1.7
San Francisco, CA   11,859,353   2.4   450,891   1.7
Monmouth-Ocean, NJ   7,695,141   1.5   577,423   2.1
Nassau-Suffolk, NY   6,373,398   1.3   292,849   1.1
Dallas, TX   5,610,874   1.1   449,594   1.7
Bridgeport, CT   2,781,539   0.6   145,487   0.5
San Antonio, TX   2,366,314   0.5   187,312   0.7
Dutchess County, NY   2,270,327   0.5   118,727   0.4
Colorado Springs, CO   2,014,838   0.4   209,987   0.8
Boulder-Longmont, CO   1,956,980   0.4   270,421   1.0
Atlantic-Cape May, NJ   1,862,601   0.4   80,344   0.3
   
 
 
 
Totals   498,844,840   100.0   26,956,801   100.0
   
 
 
 

41



ITEM 3. LEGAL PROCEEDINGS

        On March 27, 2003, Hartz Mountain Industries, Inc. ("Hartz") filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin the New Jersey Sports & Exposition Authority ("NJSEA") from entering into a contract with The Mills Corporation and the Company for the redevelopment of the Continental Airlines Arena site. The case was dismissed by the trial court but Hartz appealed. Hartz also appealed the NJSEA's final decision which denied Hartz's bid protest on October 23, 2003. Westfield America, Inc., has also protested the NJSEA decision, and has appealed the NJSEA's denial of its protest. In January 2004, Hartz and Westfield also appealed the NJSEA's approval and execution of the final Redevelopment Agreement. Four citizens, Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the Company. All of these cases are now pending unresolved in the Superior Court of New Jersey, Appellate Division. The Company believes that its proposal fully complied with applicable laws and the request for proposals, and plans to vigorously enforce its rights concerning this project. The Company does not believe that the ultimate resolution of this matter will have a material adverse effect on the Company's financial condition taken as a whole.

        On May 8, 2003, an adversary proceeding arising out of the bankruptcy of Broadband Office, Inc. ("BBO") was commenced by BBO and the Official Committee of Unsecured Creditors of BBO ("Plaintiffs") in the United States Bankruptcy Court for the District of Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the Complaint names as defendants Mack-Cali Realty, L.P., the chief executive officer of the Company, and certain alleged affiliates of the Company (the "Mack-Cali Defendants"). Also named as defendants are seven other real estate investment trusts or partnerships ("REITs") that invested in BBO and the eight individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs assert, among other things, that the Defendants breached fiduciary duties to BBO, its minority shareholders (other than the REITs) and its creditors by approving a spin-off of BBO's assets to a newly created entity, and approving the sale of BBO's remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs seek an unspecified amount of compensatory and punitive damages in connection with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other transfers made to Defendants within one year of BBO's bankruptcy filing under various provisions of the Bankruptcy Code, and to obtain "turnover" of certain property under Section 542(b) of the Code. On July 8, 2003, the district court withdrew the reference of this proceeding to the bankruptcy court, and the action is now pending in the United States District Court for the District of Delaware. The Mack-Cali Defendants have denied the claims asserted in the Amended Complaint, and believe they have substantial defenses to the claims asserted against them. The Company does not believe that the ultimate resolution of this matter will have a material adverse effect on the Company's financial condition taken as a whole.

        There are no other material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company is a party or to which any of the Properties is subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The shares of the Company's Common Stock are traded on the New York Stock Exchange ("NYSE") and the Pacific Exchange under the symbol "CLI".

42



MARKET INFORMATION

        The following table sets forth the quarterly high, low, and closing price per share of Common Stock reported on the NYSE for the years ended December 31, 2003 and 2002, respectively:

        For the Year Ended December 31, 2003:

 
  High
  Low
  Close
First Quarter   $ 31.38   $ 27.35   $ 30.97
Second Quarter   $ 36.50   $ 30.41   $ 36.38
Third Quarter   $ 39.21   $ 35.35   $ 39.20
Fourth Quarter   $ 41.96   $ 36.86   $ 41.62

        For the Year Ended December 31, 2002:

 
  High
  Low
  Close
First Quarter   $ 34.95   $ 29.90   $ 34.68
Second Quarter   $ 35.73   $ 32.45   $ 35.15
Third Quarter   $ 34.96   $ 26.65   $ 32.13
Fourth Quarter   $ 31.70   $ 27.03   $ 30.30

        On February 20, 2004, the closing Common Stock price reported on the NYSE was $41.96 per share.

HOLDERS

        On February 20, 2004, the Company had 657 common shareholders of record.

RECENT SALES OF UNREGISTERED SECURITIES

        The Company did not issue any unregistered securities in the years ended December 31, 2003, 2002 or 2001.

DIVIDENDS AND DISTRIBUTIONS

        During the year ended December 31, 2003, the Company declared four quarterly common stock dividends and common unit distributions of $0.63 per share and per unit from the first to the fourth quarter. Additionally, in 2003, the Company declared quarterly preferred stock dividends of $67.22, $50.00 and $50.00 per preferred share from the second to the fourth quarter, respectively. The Company also declared four quarterly preferred unit distributions of $18.1818 per preferred unit from the first to the fourth quarter.

        During the year ended December 31, 2002, the Company declared four quarterly common stock dividends and common unit distributions in the amounts of $0.62, $0.62, $0.63 and $0.63 per share and per unit from the first to the fourth quarter, respectively.

        The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors in light of conditions then existing, including the Company's earnings, financial condition, capital requirements, applicable REIT and legal restrictions and other factors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        Information regarding securities authorized for issuance under our equity compensation plans is disclosed in Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

43




ITEM 6. SELECTED FINANCIAL DATA

        The following table sets forth selected financial data on a consolidated basis for the Company. The consolidated selected operating, balance sheet and other data of the Company as of December 31, 2003, 2002, 2001, 2000 and 1999, and for the years then ended have been derived from the Company's financial statements for the respective periods.

 
  Year Ended December 31,
Operating Data (a)
In thousands, except per share data

  2003
  2002
  2001
  2000
  1999
Total revenues   $ 586,246   $ 563,612   $ 569,020   $ 559,980   $ 543,528
Property expenses(b)   $ 181,462   $ 165,732   $ 172,123   $ 169,309   $ 166,092
General and administrative   $ 31,461   $ 26,977   $ 28,431   $ 23,227   $ 25,443
Interest expense   $ 116,311   $ 107,823   $ 112,003   $ 105,394   $ 102,960
Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures   $ 136,583   $ 157,432   $ 167,236   $ 136,278   $ 146,680
Income from continuing operations   $ 139,694   $ 137,604   $ 140,782   $ 108,767   $ 116,756
Net income available to common shareholders   $ 141,381   $ 139,722   $ 131,659   $ 185,338   $ 119,739
Income from continuing operations per share — basic   $ 2.39   $ 2.45   $ 2.31   $ 3.15   $ 2.03
Income from continuing operations per share — diluted   $ 2.37   $ 2.44   $ 2.30   $ 3.08   $ 2.02
Net income per share — basic   $ 2.45   $ 2.44   $ 2.33   $ 3.18   $ 2.05
Net income per share — diluted   $ 2.43   $ 2.43   $ 2.32   $ 3.10   $ 2.04
Dividends declared per common share   $ 2.52   $ 2.50   $ 2.46   $ 2.38   $ 2.26
Basic weighted average shares outstanding     57,724     57,227     56,538     58,338     58,385
Diluted weighted average shares outstanding     65,990     65,427     64,775     73,070     67,133
 
  December 31,
Balance Sheet Data (a)
In thousands

  2003
  2002
  2001
  2000
  1999
Rental property, before accumulated depreciation and amortization   $ 3,954,632   $ 3,857,657   $ 3,378,071   $ 3,589,877   $ 3,654,845
Rental property held for sale, net   $   $   $ 384,626   $ 107,458   $
Total assets   $ 3,749,570   $ 3,796,429   $ 3,746,770   $ 3,676,977   $ 3,629,601
Total debt(c)   $ 1,628,584   $ 1,752,372   $ 1,700,150   $ 1,628,512   $ 1,490,175
Total liabilities   $ 1,779,983   $ 1,912,199   $ 1,867,938   $ 1,774,239   $ 1,648,844
Minority interests   $ 428,099   $ 430,036   $ 446,244   $ 449,448   $ 538,875
Stockholders' equity   $ 1,541,488   $ 1,454,194   $ 1,432,588   $ 1,453,290   $ 1,441,882

44



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with the Consolidated Financial Statements of Mack-Cali Realty Corporation and the notes thereto (collectively, the "Financial Statements"). Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.

Critical Accounting Policies

        The Financial Statements have been prepared in conformity with generally accepted accounting principles. The preparation of the Financial Statements require 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 reported period. These estimates and assumptions are based on management's historical experience that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. The Company's critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Company's financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.

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. Interest capitalized by the Company for the years ended December 31, 2003, 2002 and 2001 was $7.3 million, $19.7 million and $16.7 million, 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 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

45



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 will be amortized to expense over the anticipated life of the relationships.

        On a periodic basis, management assesses whether there are any indicators that the value of the Company's rental properties 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 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,

46



the 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.

        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.

        Effective January 1, 2002, the Company adopted the provisions of FASB No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. As the statement requires implementation on a prospective basis, properties which were identified as held for sale by the Company as of December 31, 2002 are presented in the accompanying financial statements in a manner consistent with the presentation prior to January 1, 2002. Properties identified as held for sale and/or sold from January 1, 2002 forward are presented in discontinued operations for all periods presented. See Note 7 to the Financial Statements.

Investments in Unconsolidated Joint Ventures, Net

        The Company accounts for its investments in unconsolidated joint ventures 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.

        On a periodic basis, management assesses whether there are any indicators that the value of the Company's investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investment. 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. See Note 4 to the Financial Statements.

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 provide leasing services to the Properties and receive compensation based on space leased. The portion of such compensation, which is capitalized and amortized, approximated $3.8 million, $4.1 million, and $4.0 million for the years ended December 31, 2003, 2002 and 2001, 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 as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the

47



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. See Note 11 to the Financial Statements—Interest Rate Contract.

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 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. Parking and other revenue includes income from parking spaces leased to tenants, income from tenants for additional services provided by the Company, income from tenants for early lease terminations and income from managing and/or leasing properties for third parties. Escalations and recoveries 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 16 to the Financial Statements.

Allowance for Doubtful Accounts

        Management periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the 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.

Results from Operations

        As a result of the economic climate since 2001, substantially all of the real estate markets the Company operates in materially softened. Demand for office space declined significantly and vacancy rates increased in each of the Company's core markets over the period. Through February 20, 2004, the Company's core markets continued to be weak. The percentage leased in the Company's consolidated portfolio of stabilized operating properties decreased to 91.5 percent at December 31, 2003, as compared to 92.3 percent at December 31, 2002 and 94.6 percent at December 31, 2001. Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date. Market rental rates have declined in most markets from peak levels in late 2000 and early 2001. Rental rates on the Company's space that was re-leased (based on first rents payable) during the year ended December 31, 2003 decreased an average of 7.8 percent compared to rates that were in effect under expiring leases, as compared to a 3.0 percent increase in 2002 and a 9.5 percent increase in 2001. The Company believes that vacancy rates may continue to increase in most of its markets in 2004. As a result, the Company's future earnings may be negatively impacted.

        The Company has a focused strategy geared to attractive opportunities in high-barrier-to-entry markets, primarily predicated on the Company's strong presence in the Northeast region.

48



        Consistent with its strategy, in the fourth quarter 2000, the Company started construction of a 977,225 square-foot office property, known as Plaza 5, at its Harborside Financial Center office complex in Jersey City, Hudson County, New Jersey. The project, which commenced initial operations in September 2002, is currently projected to cost approximately $260 million, of which $231.9 million has been incurred by the Company through December 31, 2003. Plaza 5 was approximately 60.1 percent leased as of December 31, 2003. The Company anticipates expending an additional approximately $28.1 million for tenant installation costs as the vacant space of Plaza 5 is leased, which it expects to fund primarily through drawing on its revolving credit facility.

        Additionally, in the fourth quarter 2000, the Company, through its joint venture with Columbia Development Company, L.L.C. ("Columbia"), known as American Financial Exchange ("AFE"), started construction of a 577,575 square-foot office property, known as Plaza 10, which was 100 percent pre-leased to Charles Schwab & Co. Inc. ("Schwab") for a 15-year term, on land owned by the joint venture located adjacent to the Company's Harborside complex. Among other things, the joint venture agreement provided 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. The project commenced initial operations in September 2002.

        On September 29, 2003, the Company sold its interest in AFE, in which the Company held a 50 percent interest, and received approximately $162.1 million in net sales proceeds from the transaction, which the Company used primarily to repay outstanding borrowings under its revolving credit facility. The Company recognized a gain on the sale of approximately $24.0 million, which is recorded in gain on sale of investment in unconsolidated joint venture for the year ended December 31, 2003. Following completion of the sale of its interest, the Company no longer has any remaining obligations to Schwab.

        In advance of the transaction, 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 agreement 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.

        On June 6, 2002, the Company determined that 20 of its office properties and a land parcel, which are located in Colorado, aggregating 1.6 million square feet, were no longer being held for sale. The Company decided that it would continue to own and operate these properties until market conditions in Colorado improve. The reclassified properties carried an aggregate book value of $175.6 million, net of accumulated depreciation of $15.8 million and a valuation allowance of $27.0 million at the date of the subsequent decision not to sell (including an unrealized loss of $3.0 million and catch-up depreciation and amortization expense of $3.9 million for certain properties reflecting expense for the period from the date the properties were originally held for sale through the date they were no longer held for sale, which was recorded at that date).

        On September 30, 2002, the Company determined that its five remaining properties located in Texas were no longer being held for sale. The Company decided that it would continue to own and operate these properties until market conditions in Texas improve and certain leasing uncertainties at the properties are resolved. The reclassified properties had an aggregate book value of $56.3 million, net of accumulated depreciation of $7.1 million and a valuation allowance of $2.0 million, at the date of the subsequent decision not to sell (including catch-up depreciation and amortization expense of $3.4 million for certain properties reflecting expense for the period from the date the properties were originally held for sale through the date they were no longer held for sale, which was recorded at that date).

49



        The following comparisons for the year ended December 31, 2003 ("2003"), as compared to the year ended December 31, 2002 ("2002"), and for 2002, as compared to the year ended December 31, 2001 ("2001"), make reference to the following: (i) the effect of the "Same-Store Properties," which represents all in-service properties owned by the Company at December 31, 2001, excluding Dispositions as defined below (for the 2003 versus 2002 comparison) and which represents all in-service properties owned by the Company at December 31, 2000, excluding Dispositions as defined below (for the 2002 versus 2001 comparison); (ii) the effect of the "Acquired Properties," which represents all properties acquired by the Company or commencing initial operations from January 1, 2002 through December 31, 2003 (for the 2003 versus 2002 comparison) and which represents all properties acquired by the Company or commencing initial operations from January 1, 2001 through December 31, 2002 (for the 2002 versus 2001 comparison) and; (iii) the effect of the "Dispositions", which represents results for each period for those rental properties sold by the Company during the respective periods.

50



Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

 
  Year Ended
December 31,

   
   
 
 
  Dollar
Change

  Percent
Change

 
 
  2003
  2002
 
 
  (dollars in thousands)

 
Revenue from rental operations:                        
Base rents   $ 505,985   $ 489,149   $ 16,836   3.4 %
Escalations and recoveries from tenants     61,418     56,746     4,672   8.2  
Parking and other     18,843     17,717     1,126   6.4  
   
 
 
 
 
  Total revenues     586,246     563,612     22,634   4.0  
   
 
 
 
 

Property expenses:

 

 

 

 

 

 

 

 

 

 

 

 
Real estate taxes     64,718     60,417     4,301   7.1  
Utilities     41,788     38,282     3,506   9.2  
Operating services     74,956     67,033     7,923   11.8  
   
 
 
 
 
  Sub-total     181,462     165,732     15,730   9.5  

General and administrative

 

 

31,461

 

 

26,977

 

 

4,484

 

16.6

 
Depreciation and amortization     119,157     107,949     11,208   10.4  
Interest expense     116,311     107,823     8,488   7.9  
Interest income     (1,100 )   (2,301 )   1,201   52.2  
Loss on early retirement of debt, net     2,372         2,372   100.0  
   
 
 
 
 
  Total expenses     449,663     406,180     43,483   10.7  
   
 
 
 
 
Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures     136,583     157,432     (20,849 ) (13.2 )
Minority interest in Operating Partnership     (29,870 )   (32,835 )   2,965   9.0  
Equity in earnings of unconsolidated joint ventures (net of minority interest), net     11,873     13,007     (1,134 ) (8.7 )
Gain on sale of investment in unconsolidated joint ventures (net of minority interest)     21,108         21,108   100.0  
   
 
 
 
 
Income from continuing operations     139,694     137,604     2,090   1.5  
Discontinued operations (net of minority interest):                        
  Income (loss) from discontinued operations     239     (298 )   537   180.2  
  Realized gain on disposition of rental property     3,120         3,120   100.0  
   
 
 
 
 
Total discontinued operations, net     3,359     (298 )   3,657   1,227.2  
Realized gains (losses) and unrealized losses on disposition of rental property, (net of minority interest), net         2,416     (2,416 ) (100.0 )
   
 
 
 
 
Net income     143,053     139,722     3,331   2.4  
Preferred stock dividends     (1,672 )       (1,672 ) (100.0 )
   
 
 
 
 
Net income available to common shareholders   $ 141,381   $ 139,722   $ 1,659   1.2 %
   
 
 
 
 

51


        The following is a summary of the changes in revenue from rental operations and property expenses divided into Same-Store Properties, Acquired Properties and Dispositions (dollars in thousands):

 
  Total
Company

  Same-Store Properties
  Acquired Properties
  Dispositions
 
 
  Dollar
Change

  Percent
Change

  Dollar
Change

  Percent
Change

  Dollar
Change

  Percent
Change

  Dollar
Change

  Percent
Change

 
Revenue from rental operations:                                          
Base rents   $ 16,836   3.4 % $ (3,461 ) (0.7 )% $ 33,350   6.8 % $ (13,053 ) (2.7 )%
Escalations and recoveries from tenants     4,672   8.2     2,189   3.9     3,820   6.7     (1,337 ) (2.4 )
Parking and other     1,126   6.4     (212 ) (1.2 )   1,842   10.4     (504 ) (2.8 )
   
 
 
 
 
 
 
 
 
Total   $ 22,634   4.0 % $ (1,484 ) (0.3 )% $ 39,012   6.9 % $ (14,894 ) (2.6 )%
   
 
 
 
 
 
 
 
 

Property expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Real estate taxes   $ 4,301   7.1 % $ 1,622   2.7 % $ 3,824   6.3 % $ (1,145 ) (1.9 )%
Utilities     3,506   9.2     1,580   4.1     3,237   8.5     (1,311 ) (3.4 )
Operating services     7,923   11.8     4,926   7.3     5,621   8.4     (2,624 ) (3.9 )
   
 
 
 
 
 
 
 
 
Total   $ 15,730   9.5 % $ 8,128   4.9 % $ 12,682   7.7 % $ (5,080 ) (3.1 )%
   
 
 
 
 
 
 
 
 

OTHER DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Number of Consolidated Properties     256         243         13         31      
Square feet (in thousands)     26,957         24,907         2,050         5,047      

        Base rents for the Same-Store Properties decreased $3.5 million, or 0.7 percent, for 2003 as compared to 2002, due primarily to decreases in space leased and rental rates at the properties in 2003. Escalations and recoveries from tenants for the Same-Store Properties increased $2.2 million, or 3.9 percent, for 2003 over 2002, due primarily to an increased amount of total property expenses in 2003. Parking and other income for the Same-Store Properties decreased $0.2 million, or 1.2 percent, due primarily to a decrease in lease termination fees in 2003.

        Real estate taxes on the Same-Store Properties increased $1.6 million, or 2.7 percent, for 2003 as compared to 2002, due primarily to property tax rate increases in certain municipalities in 2003, partially offset by lower assessments on certain properties in 2003. Utilities for the Same-Store Properties increased $1.6 million, or 4.1 percent, for 2003 as compared to 2002, due primarily to increased electric rates in 2003 and increased utility usage on account of the harsh 2003 winter. Operating services for the Same-Store Properties increased $4.9 million, or 7.3 percent, due primarily to increased snow removal costs from the harsh winter in 2003.

        General and administrative increased by $4.5 million, or 16.6 percent, for 2003 as compared to 2002. This increase was due primarily to an increase in 2003 in costs for transactions not consummated of $2.0 million, salaries and related expenses of $1.8 million, and professional fees of $1.1 million, as compared to 2002.

        Depreciation and amortization increased by $11.2 million, or 10.4 percent, for 2003 over 2002. Of this increase, $4.6 million, or 4.3 percent, is attributable to the Same-Store Properties, primarily on account of properties previously held for sale in 2002 not being depreciated during the period held for sale, which were no longer held for sale in 2003, and $6.6 million, or 6.1 percent, is due to the Acquired Properties.

52



        Interest expense increased $8.5 million, or 7.9 percent, for 2003 as compared to 2002. This increase was due primarily to lower capitalized interest in 2003 on account of less development projects.

        Interest income decreased $1.2 million, or 52.2 percent, for 2003 as compared to 2002. This decrease was due primarily to lower notes receivable balances and lower interest rates in 2003.

        Loss on early retirement of debt, net, amounted to $2.4 million in 2003, which consisted primarily of: (a) $1.4 million in costs in connection with the exchange and repurchase of $50.0 million in 7.18 percent senior unsecured notes due December 31, 2003; (b) a write-off of the unamortized balance of $1.5 million of an interest rate contract in conjunction with the repayment of mortgage debt; and (c) $1.4 million of costs incurred in connection with the repurchase of $45.3 million of 7.18 percent senior unsecured notes due December 31, 2003, partially offset by a discount of $1.7 million taken in conjunction with the early retirement of the same mortgage debt referred to in (b) above.

        Equity in earnings of unconsolidated joint ventures (net of minority interest) decreased $1.1 million, or 8.7 percent, for 2003 as compared to 2002. The decrease was due primarily to the sale of the ARCap joint venture investment in late 2002 resulting in a reduction of $4.4 million in 2003 and the sale of properties owned by the HPMC joint ventures in late 2002 and 2003 resulting in a reduction of $3.5 million in 2003, partially offset by the initial operations of a 577,575 square foot office property owned by the American Financial Exchange joint venture (in which the Company subsequently sold its interest) resulting in an increase in 2003 of $6.3 million.

        Gain on sale of investment in unconsolidated joint venture (net of minority interest) amounted to $21.1 million in 2003. This was due to the sale of the Company's investment in the American Financial Exchange joint venture.

        Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures decreased to $136.6 million in 2003 from $157.4 million in 2002. The decrease of approximately $20.8 million is due to the factors discussed above.

        Net income available to common shareholders increased by $1.7 million, from $139.7 million in 2002 to $141.4 million in 2003. This increase was a result of a gain on sale of investment in American Financial Exchange (net of minority interest) of $21.1 million in 2003, realized gain on disposition of rental property of $3.1 million in 2003, an increase in income from discontinued operations of $0.5 million and a decrease in minority interest in Operating Partnership of $3.0 million from 2002 to 2003. This was partially offset by a decrease in 2003 in income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures of $20.8 million, realized gain on disposition of rental property (net of minority interest) of $2.4 million in 2002, preferred stock dividends of $1.7 million in 2003, and a decrease in equity in earnings of unconsolidated joint ventures of $1.1 million.

53




Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

 
  Year Ended
December 31,

   
   
 
(dollars in thousands)

  Dollar
Change

  Percent
Change

 
  2002
  2001
 
Revenue from rental operations:                        
Base rents   $ 489,149   $ 503,076   $ (13,927 ) (2.8 )%
Escalations and recoveries from tenants     56,746     55,609     1,137   2.0  
Parking and other     17,717     10,335     7,382   71.4  
   
 
 
 
 
  Total revenues     563,612     569,020     (5,408 ) (1.0 )
   
 
 
 
 
Property expenses:                        
Real estate taxes     60,417     61,552     (1,135 ) (1.8 )
Utilities     38,282     43,250     (4,968 ) (11.5 )
Operating services     67,033     67,321     (288 ) (0.4 )
   
 
 
 
 
  Sub-total     165,732     172,123     (6,391 ) (3.7 )

General and administrative

 

 

26,977

 

 

28,431

 

 

(1,454

)

(5.1

)
Depreciation and amortization     107,949     91,413     16,536   18.1  
Interest expense     107,823     112,003     (4,180 ) (3.7 )
Interest income     (2,301 )   (2,186 )   (115 ) (5.3 )
   
 
 
 
 
  Total expenses     406,180     401,784     4,396   1.1  
   
 
 
 
 
Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures     157,432     167,236     (9,804 ) (5.9 )
Minority interest in Operating Partnership     (32,835 )   (34,347 )   1,512   4.4  
Equity in earnings of unconsolidated joint ventures (net of minority interest), net     13,007     7,893     5,114   64.8  
   
 
 
 
 
Income from continuing operations     137,604     140,782     (3,178 ) (2.3 )
(Loss) income from discontinued operations     (298 )   1,279     (1,577 ) (123.3 )
Realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net     2,416     (10,402 )   12,818   123.2  
   
 
 
 
 
Net income   $ 139,722   $ 131,659   $ 8,063   6.1 %
   
 
 
 
 

54


        The following is a summary of the changes in revenue from rental operations and property expenses divided into Same-Store Properties, Acquired Properties and Dispositions (dollars in thousands):

 
  Total Company
  Same-Store Properties
  Acquired Properties
  Dispositions
 
 
  Dollar
Change

  Percent
Change

  Dollar
Change

  Percent
Change

  Dollar
Change

  Percent
Change

  Dollar
Change

  Percent
Change

 
Revenue from rental operations:                                          
Base rents   $ (13,927 ) (2.8 )% $ 3,679   0.7 % $ 12,787   2.5 % $ (30,393 ) (6.0 )%
Escalations and recoveries from tenants     1,137   2.0     2,201   3.9     1,119   2.0     (2,183 ) (3.9 )
Parking and other     7,382   71.4     4,294   41.6     3,373   32.6     (285 ) (2.8 )
   
 
 
 
 
 
 
 
 
Total   $ (5,408 ) (1.0 )% $ 10,174   1.8 % $ 17,279   3.0 % $ (32,861 ) (5.8 )%
   
 
 
 
 
 
 
 
 
Property expenses:                                          
Real estate taxes   $ (1,135 ) (1.8 )% $ 1,949   3.2 % $ 1,625   2.6 % $ (4,709 ) (7.6 )%
Utilities     (4,968 ) (11.5 )   (2,147 ) (5.1 )   813   1.9     (3,634 ) (8.3 )
Operating services     (288 ) (0.4 )   3,771   5.5     2,582   3.8     (6,641 ) (9.7 )
   
 
 
 
 
 
 
 
 
Total   $ (6,391 ) (3.7 )% $ 3,573   2.1 % $ 5,020   2.9 % $ (14,984 ) (8.7 )%
   
 
 
 
 
 
 
 
 
OTHER DATA:                                          
Number of Consolidated Properties     256         234         22         28      
Square feet (in thousands)     27,109         23,920         3,189         4,695      

        Base rents for the Same-Store Properties increased $3.7 million, or 0.7 percent, for 2002 as compared to 2001, due primarily to rental rate increases in 2002, partially offset by decreases in space leased at the properties in 2002. Escalations and recoveries from tenants for the Same-Store Properties increased $2.2 million, or 3.9 percent, for 2002 over 2001, due primarily to the recovery of an increased amount of total property expenses in 2002. Parking and other income for the Same-Store Properties increased $4.3 million, or 41.6 percent, due primarily to increased lease termination fees in 2002, primarily as a result of the Company receiving $2.9 million in August 2002 from a lease termination agreement with Arthur Andersen, LLP.

        Real estate taxes on the Same-Store Properties increased $1.9 million, or 3.2 percent, for 2002 as compared to 2001, due primarily to property tax rate increases in certain municipalities in 2002, partially offset by lower assessments on certain properties in 2002. Utilities for the Same-Store Properties decreased $2.1 million, or 5.0 percent, for 2002 as compared to 2001, due primarily to decreased rates in 2002. Operating services for the Same-Store Properties increased $3.8 million, or 5.6 percent, due primarily to increased insurance costs in 2002.

        General and administrative decreased by $1.5 million, or 5.1 percent, for 2002 as compared to 2001. This decrease was due primarily to a decrease in bad debt expense of approximately $2.9 million from 2001 to 2002, partially offset by an increase in state tax expense of $1.6 million in 2002.

        Depreciation and amortization increased by $16.5 million, or 18.1 percent, for 2002 over 2001. Of this increase, $11.4 million, or 12.5 percent, was attributable to the Same-Store Properties (including catch-up depreciation and amortization of $7.3 million in connection with the Company's change of plan to sell 20 of its office properties and a land parcel located in Colorado and its 5 remaining properties located in Texas), and $7.2 million, or 7.9 percent, is due to the Acquired Properties, partially offset by a decrease of $2.1 million, or 2.3 percent, due to the Dispositions.

        Interest expense decreased $4.2 million, or 3.7 percent, for 2002 as compared to 2001. This decrease was due primarily to lower interest rates on variable rate borrowings.

55



        Interest income increased $0.1 million, or 5.3 percent, for 2002 as compared to 2001. This increase was due primarily to the effect of net proceeds from property sales being invested in cash and cash equivalents for the period of time prior to which such proceeds were reinvested, partially offset by lower interest rates in 2002.

        Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures (net of minority interest) decreased to $157.4 million in 2002 from $167.2 million in 2001. The decrease of approximately $9.8 million was due to the factors discussed above.

        Equity in earnings of unconsolidated joint ventures increased $5.1 million, or 64.8 percent, for 2002 as compared to 2001. This increase was due primarily to properties developed by joint ventures commencing initial operations in 2001 and 2002, higher occupancies at certain properties and net gain on sales of certain joint venture office properties, partially offset by a net loss of $1.8 million from the initial operations of the Harborside South Pier hotel venture in 2002. See Note 4 to the Financial Statements.

        Net income increased by $8.0 million, from $131.7 million in 2001 to $139.7 million in 2002. This increase was a result of realized gains (losses) and unrealized losses on disposition of rental property, net, of $10.4 million in 2001, an increase in equity in earnings of unconsolidated joint ventures (net of minority interest) of $5.1 million, realized gains (losses) and unrealized losses and disposition of rental property of $2.4 million in 2002, and a decrease in minority interest in Operating Partnership of $1.5 million. This was partially offset by a decrease in 2002 in income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures of $9.8 million and a decrease in income from discontinued operations of $1.6 million.


Liquidity and Capital Resources

        Historically, rental revenue has been the principal source of funds to pay operating expenses, debt service, capital expenditures and dividends, excluding non-recurring capital expenditures. To the extent that the Company's cash flow from operating activities is insufficient to finance its non-recurring capital expenditures such as property acquisitions, development and construction costs and other capital expenditures, the Company has and expects to continue to finance such activities through borrowings under its revolving credit facility and other debt and equity financings.

        The Company believes that with the general downturn in the economy in recent years, and the softening of the Company's markets specifically, it is reasonably likely that vacancy rates may continue to increase, effective rental rates on new and renewed leases may continue to decrease and tenant installation costs, including concessions, may continue to increase in most or all of its markets in 2004. As a result of the potential negative effects on the Company's revenue from the overall reduced demand for office space, the Company's cash flow could be insufficient to cover increased tenant installation costs over the short-term. If this situation were to occur, the Company expects that it would finance any shortfalls through borrowings under its revolving credit facility and other debt and equity financings.

        The Company expects to meet its short-term liquidity requirements generally through its working capital, net cash provided by operating activities and from its revolving credit facility. The Company frequently examines potential property acquisitions and development projects and, at any given time, one or more of such acquisitions or development projects may be under consideration. Accordingly, the ability to fund property acquisitions and development projects is a major part of the Company's financing requirements. The Company expects to meet its financing requirements through funds generated from operating activities, proceeds from property sales, long-term and short-term borrowings (including draws on the Company's revolving credit facility) and the issuance of additional debt and/or equity securities.

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        On November 25, 2003, the Company and affiliates of The Mills Corporation ("Mills") entered into a joint venture agreement to form Meadowlands Mills/Mack-Cali Limited Partnership ("Meadowlands Venture") for the purpose of developing a $1.3 billion family entertainment and recreation complex with an office and hotel component to be built at the Meadowlands sports complex in East Rutherford, New Jersey ("Meadowlands Xanadu"). Meadowlands Xanadu's approximately 4.76 million-square-foot complex is expected to feature a family entertainment destination comprising three themed zones: sports/recreation, children's activities and fashion, 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 with the New Jersey Sports and Exposition Authority ("NJSEA") (the "Redevelopment Agreement") 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, which requires the joint venture to pay the NJSEA a $160 million development rights fee at the start of construction of the entertainment phase, when all permits and approvals are obtained, and the payment of 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 16 to the 22 year, then to $9.2 million in the 23 year, 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 venture, as described in the ground lease agreement.

        The Company and Mills own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture, subject to certain participation rights by The New York Giants. The joint venture agreement requires the Company to make an equity contribution up to a maximum of $32.5 million. As part of the Redevelopment Agreement, Mills is required to contribute certain vacant land, known as the Empire Tract, to the State of New Jersey to be used as a wetlands mitigation bank, for which Mills has received subordinated capital credit in the venture of approximately $118.0 million. The joint 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 nine percent preferred return on its equity investment, only after Mills receives a nine percent preferred return on its equity investment. Residual returns, subject to participation by other parties, will be in proportion to each partners' respective percentage interest.

        Mills will develop, lease and operate the entertainment phase of the Meadowlands Xanadu project. The joint venture agreement provides the Company an option to cause the Meadowlands Venture to form component ventures for the future development of the office and hotel phases, for which the Company will develop, lease and operate such phases. The Company will own an 80 percent interest and Mills will own a 20 percent interest in such entities. The agreement provides for the first office or hotel component ventures to be formed no later than four years after the grand opening of the entertainment phase, and requires that all component ventures for the office and hotel phases be formed no later than 10 years from such date, but does not require that any or all components be developed. However, under the Meadowlands Venture agreement, Mills has the ability to accelerate such formation schedule, subject to certain conditions. Should the Company fail to meet the time schedule described above for the formation of the component ventures, the Company will forfeit its rights to cause the Meadowlands Venture to form additional component ventures. If this occurs, Mills will have the ability 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 the amount necessary to form such component ventures.

        On March 27, 2003, Hartz Mountain Industries, Inc. ("Hartz") filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin the New Jersey Sports & Exposition Authority ("NJSEA") from entering into a contract with The Mills Corporation and the

57



Company for the redevelopment of the Continental Airlines Arena site. The case was dismissed by the trial court but Hartz appealed. Hartz also appealed the NJSEA's final decision which denied Hartz's bid protest on October 23, 2003. Westfield America, Inc., has also protested the NJSEA decision, and has appealed the NJSEA's denial of its protest. In January 2004, Hartz and Westfield also appealed the NJSEA's approval and execution of the final Redevelopment Agreement. Four citizens, Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the Company. All of these cases are now pending unresolved in the Superior Court of New Jersey, Appellate Division. The Company believes that its proposal fully complied with applicable laws and the request for proposals, and plans to vigorously enforce its rights concerning this project. The Company does not believe that the ultimate resolution of this matter will have a material adverse effect on the Company's financial condition taken as a whole.

        On May 8, 2003, an adversary proceeding arising out of the bankruptcy of Broadband Office, Inc. ("BBO") was commenced by BBO and the Official Committee of Unsecured Creditors of BBO ("Plaintiffs") in the United States Bankruptcy Court for the District of Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the Complaint names as defendants Mack-Cali Realty, L.P., the chief executive officer of the Company, and certain alleged affiliates of the Company (the "Mack-Cali Defendants"). Also named as defendants are seven other real estate investment trusts or partnerships ("REITs") that invested in BBO and the eight individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs assert, among other things, that the Defendants breached fiduciary duties to BBO, its minority shareholders (other than the REITs) and its creditors by approving a spin-off of BBO's assets to a newly created entity, and approving the sale of BBO's remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs seek an unspecified amount of compensatory and punitive damages in connection with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other transfers made to Defendants within one year of BBO's bankruptcy filing under various provisions of the Bankruptcy Code, and to obtain "turnover" of certain property under Section 542(b) of the Code. On July 8, 2003, the district court withdrew the reference of this proceeding to the bankruptcy court, and the action is now pending in the United States District Court for the District of Delaware. The Mack-Cali Defendants have denied the claims asserted in the Amended Complaint, and believe they have substantial defenses to the claims asserted against them. The Company does not believe that the ultimate resolution of this matter will have a material adverse effect on the Company's financial condition taken as a whole.

        As of December 31, 2003, the Company's total indebtedness of $1.6 billion (weighted average interest rate of 7.10 percent) was comprised of $32.2 million of variable rate mortgage debt (weighted average rate of 1.84 percent) and fixed rate debt of approximately $1.6 billion (weighted average rate of 7.21 percent).

        The Company has three investment grade credit ratings. Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") have each assigned their BBB rating to existing and prospective senior unsecured debt of the Operating Partnership. S&P and Fitch have also assigned their BBB- rating to existing and prospective preferred stock offerings of the Company. Moody's Investors Service ("Moody's") has assigned its Baa2 rating to existing and prospective senior unsecured debt of the Operating Partnership and its Baa3 rating to its existing and prospective preferred stock offerings of the Company.

        On September 27, 2002, the Company obtained an unsecured revolving credit facility with a current borrowing capacity of $600.0 million from a group of 15 lenders, as described in Note 10 to the Financial Statements. As of December 31, 2003, the Company had no outstanding borrowings under its unsecured revolving credit facility, which resulted primarily from a paydown on the facility in September 2003 from proceeds received in the Company's sale of its interest in the American Financial Exchange joint venture.

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        The interest rate on any outstanding borrowings under the unsecured facility is currently LIBOR plus 70 basis points. The Company may instead elect an interest rate representing the higher of the lender's prime rate or the Federal Funds rate plus 50 basis points. The unsecured facility also currently requires a 20 basis point facility fee on the current borrowing capacity payable quarterly in arrears.

        In the event of a change in the Operating Partnership's unsecured debt rating, the interest and facility fee rates will be adjusted in accordance with the following table:

Operating Partnership's
Unsecured Debt Ratings:
S&P/Moody's/Fitch (a)

  Interest Rate—
Applicable Basis Points
Above LIBOR

  Facility Fee
Basis Points

No rating or less than BBB-/Baa3/BBB-   120.0   30.0
BBB-/Baa3/BBB-   95.0   20.0
BBB/Baa2/BBB (current)   70.0   20.0
BBB+/Baa1/BBB+   65.0   15.0
A-/A3/A- or higher   60.0   15.0

(a)
If the Operating Partnership has debt ratings from two rating agencies, one of which is Standard & Poor's Rating Services ("S&P") or Moody's Investors Service ("Moody's"), the rates per the above table shall be based on the lower of such ratings. If the Operating Partnership has debt ratings from three rating agencies, one of which is S&P or Moody's, the rates per the above table shall be based on the lower of the two highest ratings. If the Operating Partnership has debt ratings from only one agency, it will be considered to have no rating or less than BBB-/Baa3/BBB- per the above table.

        The unsecured facility matures in September 2005, with an extension option of one year, which would require a payment of 25 basis points of the then borrowing capacity of the facility upon exercise. The Company believes that the unsecured facility is sufficient to meet its revolving credit facility needs.

        The terms of the unsecured facility include certain restrictions and covenants which limit, among other things, the payment of dividends (as discussed below), the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio, the maximum amount of secured indebtedness, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of unsecured indebtedness, the minimum amount of unencumbered property debt service coverage and certain investment limitations. The dividend restriction referred to above provides that, except to enable the Company to continue to qualify as a REIT under the Code, the Company will not during any four consecutive fiscal quarters make distributions with respect to common stock or other common equity interests in an aggregate amount in excess of 90 percent of funds from operations (as defined in the facility agreement) for such period, subject to certain other adjustments.

        The terms of the Company's Senior Unsecured Notes, as defined in Note 9 to the Financial Statements (which totaled approximately $1.1 billion as of December 31, 2003), include certain restrictions and covenants which require compliance with financial ratios relating to the maximum amount of debt leverage, the maximum amount of secured indebtedness, the minimum amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.

        As of December 31, 2003, the Company had 233 unencumbered properties, totaling 21.1 million square feet, representing 78.2 percent of the Company's total portfolio on a square footage basis.

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        The debt of the Company's unconsolidated joint ventures aggregating $129.7 million is non-recourse to the Company except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations. The Company has posted an $8.0 million letter of credit in support of the Harborside South Pier joint venture, $4.0 million of which is indemnified by Hyatt.

        The following table outlines the timing of payment requirements related to the Company's debt, PILOT agreements, and ground lease agreements (in thousands):

 
  Payments Due by Period
 
  Total
  Less than 1
year

  1-3
years

  4-5
years

  6-10
years

  After 10
years

Senior unsecured notes   $ 1,127,859   $ 299,983           $ 827,876  
Revolving credit facility                      
Mortgages and loans payable     500,725     10,374   $ 410,190   $ 10,030     70,131  
Payments in lieu of taxes (PILOT)     101,151     8,065     12,398     8,706     24,337   47,645
Ground lease payments     23,657     578     1,731     1,111     2,660   17,577

        As of December 31, 2003, the Company's total debt had a weighted average term to maturity of approximately 4.3 years.

        On February 9, 2004, the Company issued $100 million face amount of 5.125 percent senior unsecured notes due February 15, 2014 with interest payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $98.5 million will be held until March 15, 2004, at which time the Company intends to use the net proceeds from the sale, together with borrowings under its unsecured revolving credit facility and available cash, to repay $300 million, 7.00 percent Senior Unsecured notes due on that date.

        The Company does not intend to reserve funds to retire the remainder of the Company's senior unsecured notes or its mortgages and loans payable upon maturity. Instead, the Company will seek to refinance such debt at maturity or retire such debt through the issuance of additional equity or debt securities on or before the applicable maturity dates. If it cannot raise such proceeds, the Company may draw on its revolving credit facility to retire the maturing indebtedness, which would reduce the future availability of funds under such facility. As of December 31, 2003, the Company had no outstanding borrowings under its $600 million unsecured revolving credit facility. The Company is reviewing various refinancing options, including the purchase of its senior unsecured notes in privately-negotiated transactions, the issuance of additional, or exchange of current, unsecured debt, preferred stock, and/or obtaining additional mortgage debt, some or all of which may be completed during 2004. The Company anticipates that its available cash and cash equivalents and cash flows from operating activities, together with cash available from borrowings and other sources, will be adequate to meet the Company's capital and liquidity needs both in the short and long-term. However, if these sources of funds are insufficient or unavailable, the Company's ability to make the expected distributions discussed below may be adversely affected.

        The Company has an effective shelf registration statement with the SEC for an aggregate amount of $2.0 billion in equity securities of the Company. The Company and Operating Partnership also have an effective shelf registration statement with the SEC for an aggregate of $2.0 billion in debt securities, preferred stock and preferred stock represented by depositary shares, under which the Operating Partnership has issued an aggregate of $1.3 billion of senior unsecured notes and the Company has issued $25 million of preferred stock.

        On September 13, 2000, the Board of Directors authorized an increase to the Company's repurchase program under which the Company was permitted to purchase up to an additional $150.0 million of the Company's outstanding common stock ("Repurchase Program"). From that date

60



through February 20, 2004, the Company purchased and retired, under the Repurchase Program, 3.7 million shares of its outstanding common stock for an aggregate cost of approximately $104.5 million. The Company has a remaining authorization to repurchase up to an additional $45.5 million of its outstanding common stock, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions.

        The Company may not dispose of or distribute certain of its properties, currently comprising 140 properties with an aggregate net book value of approximately $1.8 billion, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the Company's Board of Directors; David S. Mack, director, Earle I. Mack, a former director; and Mitchell E. Hersh, chief executive officer and director), the Robert Martin Group (which includes Robert F. Weinberg, a former director; Martin S. Berger, director; and Timothy M. Jones, president), or the Cali Group (which includes John J. Cali, a former director and John R. Cali, director) without the express written consent of a representative of the Mack Group, the Robert Martin Group or the Cali Group, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences of the recognition of such built-in-gains (collectively, the "Property Lock-Ups"). The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company's Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property. The Property Lock-Ups expire periodically through 2008. Upon the expiration of the Property Lock-Ups, the Company is required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate Mack Group, Robert Martin Group or Cali Group members.

        To maintain its qualification as a REIT, the Company must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains. Moreover, the Company intends to continue to make regular quarterly distributions to its common stockholders which, based upon current policy, in the aggregate would equal approximately $151.4 million on an annualized basis. However, any such distribution, whether for federal income tax purposes or otherwise, would only be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock and unit dividends and distributions, and scheduled debt service on the Company's debt.


Off-Balance Sheet Arrangements

        The Company's off-balance sheet arrangements are discussed in Note 4: "Investments in Unconsolidated Joint Ventures" to the Financial Statements. Additional information about the debt of the Company's unconsolidated joint ventures is included in "Liquidity and Capital Resources" herein.


Inflation

        The Company's leases with the majority of its tenants provide for recoveries and escalation charges based upon the tenant's proportionate share of, and/or increases in, real estate taxes and certain operating costs, which reduce the Company's exposure to increases in operating costs resulting from inflation.

Disclosure Regarding Forward-Looking Statements

        The Company considers portions of this information to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The Company intends such forward-

61



looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Such forward-looking statements relate to, without limitation, the Company's future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as "may," "will," "should," "expect," "anticipate," "estimate," "continue" or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors about which the Company has made assumptions are changes in the general economic climate; conditions, including those affecting industries in which the Company's principal tenants compete; any failure of the general economy to recover from the current economic downturn; the extent of any tenant bankruptcies; the Company's ability to lease or re-lease space at current or anticipated rents; changes in the supply of and demand for office, office/flex and industrial/warehouse properties; changes in interest rate levels; changes in operating costs; the Company's ability to obtain adequate insurance, including coverage for terrorist acts; the availability of financing; and other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors which could impact the Company and the statements contained herein, see the "Risk Factors" section. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. In pursuing its business plan, the primary market risk to which the Company is exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between the Company's yield on invested assets and cost of funds and, in turn, its ability to make distributions or payments to its investors.

        Approximately $1.6 billion of the Company's long-term debt bears interest at fixed rates and therefore the fair value of these instruments is affected by changes in market interest rates. The following table presents principal cash flows (in thousands) based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt. The interest rate on the variable rate debt as of December 31, 2003 was LIBOR plus 65 basis points.

December 31, 2003
Debt, including current portion

  2004
  2005
  2006
  2007
  2008
  Thereafter
  Total
  Fair Value
 
  ($'s in thousands)

Fixed Rate   $ 316,051   $ 259,523   $ 144,595   $ 9,199   $ (173 ) $ 867,211   $ 1,596,406   $ 1,738,227
Average Interest Rate     7.33 %   7.13 %   7.36 %   6.96 %   5.96 %   7.07 %   7.21 %    
Variable Rate                                 $ 32,178   $ 32,178   $ 32,178

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        While the Company has not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in losses to the Company which could adversely affect its operating results and liquidity.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The information required by Item 8 is contained in the Consolidated Financial Statements, together with the notes to the Consolidated Financial Statements and the report of independent accountants.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.


ITEM 9A. CONTROLS AND PROCEDURES

        Disclosure Controls and Procedures.    The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's chief executive officer and chief financial officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

        Internal Control Over Financial Reporting.    There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information required by Item 10 is incorporated by reference to the Company's definitive proxy statement for its annual meeting of shareholders expected to be held on May 20, 2004.


ITEM 11. EXECUTIVE COMPENSATION

        The information required by Item 11 is incorporated by reference to the Company's definitive proxy statement for its annual meeting of shareholders expected to be held on May 20, 2004.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information required by Item 12 is incorporated by reference to the Company's definitive proxy statement for its annual meeting of shareholders expected to be held on May 20, 2004.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information required by Item 13 is incorporated by reference to the Company's definitive proxy statement for its annual meeting of shareholders expected to be held on May 20, 2004.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The information required by Item 14 is incorporated by reference to the Company's definitive proxy statement for its annual meeting of shareholders expected to be held on May 20, 2004.


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1. Financial Statements and Report of PricewaterhouseCoopers LLP, Independent Auditors

(a)2. Financial Statement Schedules

(a)3. Exhibits

        The exhibits required by this item are set forth on the Exhibit Index attached hereto.

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(b)   Reports on Form 8-K

        During the fourth quarter of 2003, the Company filed the following reports on Form 8-K:

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REPORT OF INDEPENDENT AUDITORS

To Board of Directors and Shareholders
of Mack-Cali Realty Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Mack-Cali Realty Corporation and its subsidiaries (the "Company") at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and the financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


/s/  
PRICEWATERHOUSECOOPERS LLP      
PricewaterhouseCoopers LLP
New York, New York
February 24, 2004

 

66



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 
  December 31,

 
ASSETS

 
  2003
  2002
 
Rental property              
  Land and leasehold interests   $ 552,287   $ 544,176  
  Buildings and improvements     3,176,236     3,141,003  
  Tenant improvements     218,493     164,945  
  Furniture, fixtures and equipment     7,616     7,533  
   
 
 
      3,954,632     3,857,657  
  Less — accumulated depreciation and amortization     (546,007 )   (445,569 )
   
 
 
    Net investment in rental property     3,408,625     3,412,088  
Cash and cash equivalents     78,375     1,167  
Investments in unconsolidated joint ventures     48,624     176,797  
Unbilled rents receivable, net     74,608     64,759  
Deferred charges and other assets, net     126,791     127,551  
Restricted cash     8,089     7,777  
Accounts receivable, net of allowance for doubtful accounts of $1,392 and $1,856     4,458     6,290  
   
 
 
Total assets   $ 3,749,570   $ 3,796,429  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Senior unsecured notes   $ 1,127,859   $ 1,097,346  
Revolving credit facilities         73,000  
Mortgages and loans payable     500,725     582,026  
Dividends and distributions payable     46,873     45,067  
Accounts payable and accrued expenses     41,423     50,774  
Rents received in advance and security deposits     40,099     39,038  
Accrued interest payable     23,004     24,948  
   
 
 
  Total liabilities     1,779,983     1,912,199  
   
 
 
Minority interest in Operating Partnership     428,099     430,036  
   
 
 
Commitments and contingencies              

Stockholders' equity:

 

 

 

 

 

 

 
Preferred stock, $0.01 par value, 5,000,000 shares authorized, 10,000 and no shares outstanding, at liquidation preference     25,000      
Common stock, $0.01 par value, 190,000,000 shares authorized, 59,420,484 and 57,318,478 shares outstanding     594     573  
Additional paid-in capital     1,597,785     1,525,479  
Dividends in excess of net earnings     (74,721 )   (68,966 )
Unamortized stock compensation     (7,170 )   (2,892 )
   
 
 
  Total stockholders' equity     1,541,488     1,454,194  
   
 
 
Total liabilities and stockholders' equity   $ 3,749,570   $ 3,796,429  
   
 
 

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

67



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
 
REVENUES                    
Base rents   $ 505,985   $ 489,149   $ 503,076  
Escalations and recoveries from tenants     61,418     56,746     55,609  
Parking and other     18,843     17,717     10,335  
   
 
 
 
  Total revenues     586,246     563,612     569,020  
   
 
 
 
EXPENSES                    
Real estate taxes     64,718     60,417     61,552  
Utilities     41,788     38,282     43,250  
Operating services     74,956     67,033     67,321  
General and administrative     31,461     26,977     28,431  
Depreciation and amortization     119,157     107,949     91,413  
Interest expense     116,311     107,823     112,003  
Interest income     (1,100 )   (2,301 )   (2,186 )
Loss on early retirement of debt, net     2,372          
   
 
 
 
  Total expenses     449,663     406,180     401,784  
   
 
 
 
Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures     136,583     157,432     167,236  
Minority interest in Operating Partnership     (29,870 )   (32,835 )   (34,347 )
Equity in earnings of unconsolidated joint ventures (net of minority interest), net     11,873     13,007     7,893  
Gain on sale of investment in unconsolidated joint ventures (net of minority interest)     21,108          
   
 
 
 
Income from continuing operations     139,694     137,604     140,782  
Discontinued operations (net of minority interest):                    
Income (loss) from discontinued operations     239     (298 )   1,279  
  Realized gain on disposition of rental property     3,120          
   
 
 
 
Total discontinued operations, net     3,359     (298 )   1,279  
Realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net         2,416     (10,402 )
   
 
 
 
Net income     143,053     139,722     131,659  
  Preferred stock dividends     (1,672 )        
   
 
 
 
Net income available to common shareholders   $ 141,381   $ 139,722   $ 131,659  
   
 
 
 
Basic earnings per common share:                    
Income from continuing operations   $ 2.39   $ 2.45   $ 2.31  
Discontinued operations     0.06     (0.01 )   0.02  
   
 
 
 
Net income available to common shareholders   $ 2.45   $ 2.44   $ 2.33  
   
 
 
 
Diluted earnings per common share:                    
Income from continuing operations   $ 2.37   $ 2.44   $ 2.30  
Discontinued operations     0.06     (0.01 )   0.02  
   
 
 
 
Net income available to common shareholders   $ 2.43   $ 2.43   $ 2.32  
   
 
 
 
Dividends declared per common share   $ 2.52   $ 2.50   $ 2.46  
   
 
 
 
Basic weighted average shares outstanding     57,724     57,227     56,538  
   
 
 
 
Diluted weighted average shares outstanding     65,990     65,427     64,775  
   
 
 
 

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

68



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands)

 
  Preferred Stock
  Common Stock
   
   
   
   
 
 
  Additional
Paid-In
Capital

  Dividends in
Excess of
Net Earnings

  Unamortized
Stock
Compensation

  Total
Stockholders'
Equity

 
 
  Shares
  Amount
  Shares
  Par Value
 
Balance at January 1, 2001         56,981   $ 570   $ 1,513,037   $ (57,149 ) $ (3,168 ) $ 1,453,290  
  Net income                     131,659         131,659  
  Common stock dividends                     (139,416 )       (139,416 )
  Redemption of common units for shares of common stock         9         239             239  
  Proceeds from stock options exercised         904     9     20,666             20,675  
  Deferred compensation plan for directors                 156             156  
  Issuance of Restricted Stock Awards         95     1     2,567         (2,527 )   41  
  Amortization of stock compensation                         1,356     1,356  
  Adjustment to fair value of Restricted Stock Awards                 557         (557 )    
  Cancellation of Restricted Stock Awards         (7 )       (200 )       200      
  Repurchase of common stock         (1,270 )   (13 )   (35,399 )           (35,412 )
       
 
 
 
 
 
 
 
Balance at December 31, 2001         56,712   $ 567   $ 1,501,623   $ (64,906 ) $ (4,696 ) $ 1,432,588  
  Net income                     139,722         139,722  
  Common stock dividends                     (143,782 )       (143,782 )
  Redemption of common units for shares of common stock         269     3     8,296             8,299  
  Expiration of Unit Warrants                 7,501             7,501  
  Proceeds from stock options exercised         646     6     17,001             17,007  
  Proceeds from stock warrants exercised         107     1     3,546             3,547  
  Deferred compensation plan for directors                 170             170  
  Amortization of stock compensation                         1,699     1,699  
  Adjustment to fair value of Restricted Stock Awards                 (105 )       105      
  Repurchase of common stock         (416 )   (4 )   (12,553 )           (12,557 )
       
 
 
 
 
 
 
 
Balance at December 31, 2002         57,318   $ 573   $ 1,525,479   $ (68,966 ) $ (2,892 ) $ 1,454,194  
  Net income                     143,053         143,053  
  Preferred stock dividends                     (1,672 )       (1,672 )
  Common stock dividends                     (147,136 )       (147,136 )
  Issuance of preferred stock   10   $ 25,000           (164 )           24,836  
  Redemption of common units for shares of common stock         44     1     1,384             1,385  
  Shares issued under Dividend Reinvestment and Stock Purchase Plan         4         148             148  
  Proceeds from stock options exercised         1,421     14     47,182             47,196  
  Proceeds from stock warrants exercised         443     4     16,577             16,581  
  Stock options expense                 189             189  
  Deferred compensation plan for directors                 227             227  
  Issuance of Restricted Stock Awards         225     2     7,233         (5,649 )   1,586  
  Amortization of stock compensation                         1,931     1,931  
  Adjustment to fair value of Restricted Stock Awards                 575         (575 )    
  Cancellation of Restricted Stock Awards                 (15 )       15      
  Repurchase of common stock         (35 )       (1,030 )           (1,030 )
   
 
 
 
 
 
 
 
 
Balance at December 31, 2003   10   $ 25,000   59,420   $ 594   $ 1,597,785   $ (74,721 ) $ (7,170 ) $ 1,541,488  
   
 
 
 
 
 
 
 
 

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

69



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
  Year Ended December 31,
 
CASH FLOWS FROM OPERATING ACTIVITIES

 
  2003
  2002
  2001
 
Net income   $ 143,053   $ 139,722   $ 131,659  
Adjustments to reconcile net income to net cash provided by operating activities:                    
  Depreciation and amortization     119,157     107,949     91,413  
  Depreciation and amortization on discontinued operations     604     1,564     58  
  Stock options expense     189          
  Amortization of stock compensation     1,931     1,699     1,356  
  Amortization of deferred financing costs and debt discount     4,713     4,739     5,113  
  Write-off of unamortized interest rate contract     1,540          
  Discount on early retirement of debt     (2,008 )        
  Equity in earnings of unconsolidated joint ventures (net of minority interest), net     (11,873 )   (13,007 )   (7,893 )
  Gain on sale of investment in unconsolidated joint venture (net of minority interest)     (21,108 )        
  Realized (gains) losses and unrealized losses on disposition of rental property (net of minority interest), net     (3,120 )   (2,416 )   10,402  
  Minority interest in Operating Partnership     29,870     32,835     34,347  
  Minority interest in income from discontinued operations     32     (39 )   180  
Changes in operating assets and liabilities:                    
  Increase in unbilled rents receivable, net     (10,120 )   (7,171 )   (11,318 )
  Increase in deferred charges and other assets, net     (23,077 )   (35,650 )   (14,007 )
  Decrease (increase) in accounts receivable, net     1,832     (1,129 )   3,085  
  (Decrease) increase in accounts payable and accrued expenses     (9,351 )   (13,846 )   11,012  
  Increase in rents received in advance and security deposits     1,061     5,526     2,366  
  (Decrease) increase in accrued interest payable     (1,944 )   (639 )   8,110  
   
 
 
 
  Net cash provided by operating activities   $ 220,777   $ 220,137   $ 265,883  
   
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES                    
Additions to rental property   $ (113,926 ) $ (253,023 ) $ (279,686 )
Repayment of mortgage note receivable     3,542     3,813     5,983  
Investments in unconsolidated joint ventures     (13,472 )   (57,106 )   (71,272 )
Distributions from unconsolidated joint ventures     14,624     41,642     38,689  
Proceeds from sale of investment in unconsolidated joint ventures     164,867          
Proceeds from sales of rental property     18,690     158,188     162,057  
(Increase) decrease in restricted cash     (312 )   137     (1,357 )
   
 
 
 
  Net cash provided by (used in) investing activities   $ 74,013   $ (106,349 ) $ (145,586 )
   
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES                    
Proceeds from senior unsecured notes   $ 124,714       $ 298,269  
Proceeds from revolving credit facilities     297,852   $ 495,575     412,240  
Repayments of revolving credit facilities     (370,852 )   (482,075 )   (701,581 )
Repayment of senior unsecured notes     (95,284 )        
Proceeds from mortgages and loans payable         41,749     70,000  
Repayments of mortgages and loans payable     (78,687 )   (3,635 )   (7,290 )
Net proceeds from preferred stock issuance     24,836          
Repurchase of common stock     (1,030 )   (12,557 )   (35,412 )
Payment of financing costs     (577 )   (6,971 )   (3,484 )
Proceeds from stock options exercised     47,196     17,001     20,675  
Proceeds from stock warrants exercised     16,581     3,546      
Payment of dividends and distributions     (182,331 )   (178,089 )   (174,058 )
   
 
 
 
  Net cash used in financing activities   $ (217,582 ) $ (125,456 ) $ (120,641 )
   
 
 
 
Net increase (decrease) in cash and cash equivalents   $ 77,208   $ (11,668 )   (344 )
Cash and cash equivalents, beginning of period   $ 1,167   $ 12,835   $ 13,179  
   
 
 
 
Cash and cash equivalents, end of period   $ 78,375   $ 1,167   $ 12,835  
   
 
 
 

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

70



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share/unit amounts)

1.     ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

        Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (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. As of December 31, 2003, the Company owned or had interests in 263 properties plus developable land (collectively, the "Properties"). The Properties aggregate approximately 28.3 million square feet, which are comprised of 154 office buildings and 97 office/flex buildings, totaling approximately 27.8 million square feet (which include four office buildings and one office/flex building aggregating 1.2 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, three retail properties totaling approximately 118,040 square feet (which includes a mixed-use retail property totaling approximately 100,740 square feet owned by an unconsolidated joint venture in which the Company has an investment interest), one 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 eight 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. ("Operating Partnership"). See Investments in Unconsolidated Joint Ventures in Note 2 for the Company's treatment of unconsolidated joint venture interests. All significant 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 $84,105 and $168,700 (including land of $49,045 and $50,481) as of December 31, 2003 and 2002, 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.
         

71



 

 

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 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.
         

72



 

 

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 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 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 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.

 

 

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.
         

73



 

 

Effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards ("FASB") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. As the statement requires implementation on a prospective basis, properties which were identified as held for sale by the Company prior to January 1, 2002 are presented in the accompanying financial statements in a manner consistent with the presentation prior to January 1, 2002. Properties identified as held for sale and/or sold from January 1, 2002 forward are presented in discontinued operations for all periods presented. See Note 7.

Investments in
Unconsolidated Joint Ventures, Net

 

The Company accounts for its investments in unconsolidated joint ventures 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.

 

 

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

Cash and Cash
Equivalents

 

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

Deferred
Financing Costs

 

Costs incurred in obtaining financing are capitalized and amortized 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 $4,713, $4,739 and $4,638 for the years ended December 31, 2003, 2002 and 2001, 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 $3,783, $4,083 and $4,013 for the years ended December 31, 2003, 2002 and 2001, respectively.
         

74



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 as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income ("OCI") and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. See Note 11—Interest Rate Contract.

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. Parking and other revenue includes income from parking spaces leased to tenants, income from tenants for additional services provided by the Company, income from tenants for early lease terminations and income from managing and/or leasing properties for third parties. Escalations and recoveries 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 16.

Allowance for
Doubtful Accounts

 

Management periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the 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.
         

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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 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 a Taxable REIT Subsidiary ("TRS"). In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes.

Earnings
Per Share

 

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

Dividends and
Distributions
Payable

 

The dividends and distributions payable at December 31, 2003 represents dividends payable to preferred shareholders (10,000 shares), common shareholders (59,606,504 shares), distributions payable to minority interest common unitholders (7,795,498 common units) and preferred distributions payable to preferred unitholders (215,018 preferred units) for all such holders of record as of January 6, 2004 with respect to the fourth quarter 2003. The fourth quarter 2003 preferred stock dividends of $50.00 per share, common stock dividends and common unit distributions of $0.63 per common share and unit, as well as the fourth quarter preferred unit distributions of $18.1818 per preferred unit, were approved by the Board of Directors on December 17, 2003. The preferred stock dividends payable were paid on January 15, 2004. The common stock dividends and common and preferred unit distributions payable were paid on January 16, 2004.
         

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The dividends and distributions payable at December 31, 2002 represents dividends payable to common shareholders (57,490,417 shares), distributions payable to minority interest common unitholders (7,813,806 common units) and preferred distributions payable to preferred unitholders (215,894 preferred units) for all such holders of record as of January 6, 2003 with respect to the fourth quarter 2002. The fourth quarter 2002 common stock dividends and common unit distributions of $0.63 per common share and unit, as well as the fourth quarter preferred unit distribution of $18.1818 per preferred unit, were approved by the Board of Directors on December 19, 2002 and paid on January 17, 2003.

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 Options

 

With respect to the Company's stock options which were granted prior to 2002, the Company accounted for stock-based compensation 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 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, if any, 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. In 2002, the Company adopted the provisions of FASB No. 123, which requires, on a prospective basis, that the value of stock options at the grant date be amortized ratably into expense over the appropriate vesting period. The Company did not grant any stock options in 2002. For the year ended December 31, 2003, the Company recorded stock options expense of $189 for stock options granted in 2003. 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 as follows:

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        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 in each period:

 
   
  Year Ended December 31,
 
 
   
  2003
  2002
  2001
 
 
   
  Basic EPS

  Basic EPS

  Basic EPS

 
Net income, as reported   $ 143,053   $ 139,722   $ 131,659  
Add:   Stock-based employee compensation expense included
in reported net income
    3,435     1,694     1,360  
Deduct:   Total stock-based employee compensation expense
determined under fair value based method for all awards
    (4,860 )   (4,351 )   (7,503 )
Add:   Minority interest on stock-based employee
compensation expense
    579     527     926  
       
 
 
 
Pro forma net income     142,207     137,592     126,442  
Deduct:   Preferred stock dividends     (1,672 )        
       
 
 
 
Pro forma net income available to common shareholders—basic   $ 140,535   $ 137,592   $ 126,442  
       
 
 
 
Earnings Per Share:                    
  Basic—as reported   $ 2.45   $ 2.44   $ 2.33  
  Basic—pro forma   $ 2.43   $ 2.40   $ 2.24  
 
Diluted—as reported

 

$

2.43

 

$

2.43

 

$

2.32

 
  Diluted—pro forma   $ 2.41   $ 2.39   $ 2.22  
Reclassifications   Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.

3.     REAL ESTATE PROPERTY TRANSACTIONS

2003 TRANSACTIONS

Property Acquisitions

        The Company acquired the following operating properties during the year ended December 31, 2003:

Acquisition
Date

  Property/Address
  Location
  # of
Bldgs.

  Rentable
Square Feet

  Investment by
Company (a)

Office:                      
09/12/03   4 Sentry Parkway   Blue Bell, Montgomery County, PA   1   63,930   $ 10,432
09/23/03   14 Commerce Drive   Cranford, Union County, NJ   1   67,189     8,387
           
 
 
Total Office Property Acquisitions:   2   131,119     18,819
           
 
 

Office/Flex:

 

 

 

 

 

 

 

 

 
08/19/03   3 Odell Plaza   Yonkers, Westchester County, NY   1   71,065     6,100
           
 
 

Total Property Acquisitions:

 

3

 

202,184

 

$

24,919
           
 
 

(a)
Transactions were funded primarily through borrowings on the Company's revolving credit facility, from net proceeds received in the sale or sales of rental property, and/or from the Company's cash reserves. Amounts are as of December 31, 2003.

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Sales

        The Company sold the following properties during the year ended December 31, 2003:

Sale
Date

  Property/Address
  Location
  # of
Bldgs.

  Rentable
Square Feet

  Net Sales
Proceeds

  Net Book
Value

  Realized
Gain/(Loss)

Office:                                  
03/28/03   1770 St. James Place   Houston, Harris County, TX   1   103,689   $ 5,469   $ 4,145   $ 1,324
10/31/03   111 Soledad   San Antonio, Bexar County, TX   1   248,153     10,782     10,538     244
           
 
 
 
 
Total Office Property Sales:   2   351,842   $ 16,251   $ 14,683   $ 1,568
           
 
 
 
 

Land:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
11/19/03   Home Depot land lease   Hamilton Township, Mercer County, NJ   1   27.7 acres     2,471     498     1,973
           
 
 
 
 
Total Sales:   3   351,842   $ 18,722   $ 15,181   $ 3,541
           
 
 
 
 

2002 TRANSACTIONS

Property Acquisitions

        The Company acquired the following operating properties during the year ended December 31, 2002:

Acquisition
Date

  Property/Address

  Location

  # of
Bldgs.

  Rentable
Square Feet

  Investment by
Company (a)

Office:                  
08/09/02   25 Commerce Drive   Cranford, Union County, NJ   1   67,749   $ 7,706
08/09/02   3 Skyline Drive (b)   Hawthorne, Westchester County, NY   1   75,668     9,460
11/01/02   1633 Littleton Road (c)   Parsippany, Morris County, NJ   1   57,722     11,833
11/05/02   1266 East Main Street   Stamford, Fairfield County, CT   1   179,260     33,205
12/11/02   2200 Renaissance Boulevard   King of Prussia, Montgomery County, PA   1   174,124     26,800
12/31/02   16 & 18 Sentry Park West   Blue Bell, Montgomery County, PA   2   188,103     34,466
           
 
 
Total Office Property Acquisitions:   7   742,626   $ 123,470
           
 
 

(a)
Transactions were funded primarily through borrowings on the Company's revolving credit facility, from net proceeds received in the sale or sales of rental property, and/or from the Company's cash reserves. Amounts are as of December 31, 2002.

(b)
On August 9, 2002, the Company acquired an undivided 68.1 percent interest (75,668 square feet) in 3 Skyline Drive, a 113,098 square-foot office property. The property was acquired as tenants-in-common with the intention that, soon after the completion of the acquisition, the individual interests would be converted into separate condominium units. On September 27, 2002, the Company executed a condominium agreement and deed to formalize the conversion of its undivided interest in the property into a condominium interest. The Company has accounted for its interest in the property as if the condominium was in place since the date of acquisition.

(c)
In connection with the acquisition of the 1633 Littleton Road property, the Company assumed a mortgage loan, which was recorded at $3,504 and bears interest at an effective interest rate of 7.66 percent. The loan is secured by the 1633 Littleton Road property and matures on February 10, 2006.

Land Acquisitions

        On June 12, 2002, the Company acquired three land parcels located in Hawthorne and Yonkers, Westchester County, New York in one transaction for a total cost of approximately $2,600. The land was acquired from an entity whose principals include Timothy M. Jones, Martin S. Berger and Robert F. Weinberg, each of whom are affiliated with the Company as the President of the Company, a current member of the Board of Directors and a former member of the Board of Directors of the Company, respectively. See Note 19 for further discussion of related party transactions.

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Properties Commencing Initial Operations

        The following properties commenced initial operations during the year ended December 31, 2002:

Date
  Property/Address

  Location

  # of
Bldgs.

  Rentable
Square Feet

  Investment by
Company (a)

 
Office:                    
09/03/02   Harborside Plaza 5   Jersey City, Hudson County, NJ   1   977,225   $ 196,610 (b)
11/18/02   600 Horizon Drive   Hamilton Township, Mercer County, NJ   1   95,000     7,549  
           
 
 
 
Total Office Properties Commencing Operations:   2   1,072,225   $ 204,159  
           
 
 
 
Office/Flex:                    
04/01/02   125 Clearbrook Road   Elmsford, Westchester County, NY   1   33,000     4,985 (c)
           
 
 
 
Total Properties Commencing Initial Operations:   3   1,105,225   $ 209,144  
           
 
 
 

(a)
Development costs were funded primarily through draws on the Company's revolving credit facility. Amounts are as of December 31, 2002.

(b)
Amount consists of $176,900 included in rental property, and $19,710 of leasing commissions and other deferred leasing costs, which are included in deferred charges and other assets.

(c)
Amount consists of $4,731 included in rental property, and $254 of leasing commissions, which is included in deferred charges and other assets.

Sales

        The Company sold the following properties during the year ended December 31, 2002:

Sale
Date

  Property/Address

  Location

  # of
Bldgs

  Rentable
Square Feet

  Net Sales
Proceeds

  Net Book
Value

  Realized
Gain/(Loss)

 
Office:                                
05/13/02   Dallas Portfolio (a)   Metro Dallas, TX   4   488,789   $ 33,115   $ 34,760   $ (1,645 )
05/29/02   750 South Richfield Street   Aurora, Arapahoe County, CO   1   108,240     20,631     21,291     (660 )
06/06/02   Houston Portfolio (b)   Houston, Harris County, TX   3   413,107     25,482     24,393     1,089  
07/15/02   501 Kennedy Boulevard   Tampa, Hillsborough County, FL   1   297,429     22,915     22,459     456  
10/16/02   Arizona Portfolio (c)   Maricopa County, AZ   3   416,967     42,764     42,719     45  
           
 
 
 
 
 
Total Office Property Sales:   12   1,724,532   $ 144,907   $ 145,622   $ (715 )
           
 
 
 
 
 
Residential:                                
01/30/02   25 Martine Avenue   White Plains, Westchester County, NY   1   124 units     17,559     10,461     7,098  
Other:                                
04/25/02   Horizon Center Land   Hamilton Township, Mercer County, NJ     0.756 acres     758     41     717  
           
 
 
 
 
 
Total Sales:   13   1,724,532   $ 163,224   $ 156,124   $ 7,100  
           
 
 
 
 
 

(a)
On May 13, 2002, the Company sold 3100 Monticello, 2300 Valley View, 150 West Parkway and 555 Republic Place in a single transaction with one buyer, Brookview Properties, L.P., an entity that includes a partner, whose principals include Paul A. Nussbaum, a former member of the Board of Directors of the Company. The Company provided the purchaser with a $5,000 subordinated loan that bore interest at 15 percent with a current pay rate of 11 percent. The entire principal of the loan was payable at maturity in November 2007. The loan was repaid in full by July 2003.

(b)
On June 6, 2002, the Company sold 1717 St. James Place, 5300 Memorial Drive and 10497 Town & Country Way in a single transaction with one buyer, Parkway Properties LP.

(c)
On October 16, 2002, the Company sold 9060 East Via Linda Boulevard, 19640 North 31 Street and 5551 West Talavi Boulevard in a single transaction with one buyer, Summit Commercial Properties, Inc.

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4.     INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

        The debt of the Company's unconsolidated joint ventures aggregating $129,674 as of December 31, 2003 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 to form Meadowlands Mills/Mack-Cali Limited Partnership ("Meadowlands Venture") for the purpose of developing a $1.3 billion family entertainment and recreation complex with an office and hotel component to be built at the Meadowlands sports complex in East Rutherford, New Jersey ("Meadowlands Xanadu"). Meadowlands Xanadu's approximately 4.76 million-square-foot complex is expected to feature a family entertainment destination comprising three themed zones: sports/recreation, children's activities and fashion, 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 with the New Jersey Sports and Exposition Authority ("NJSEA") (the "Redevelopment Agreement") 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, which requires the joint venture to pay the NJSEA a $160,000 development rights fee at the start of construction of the entertainment phase, when all permits and approvals are obtained, and the payment of fixed rent over the term. Fixed rent will be in the amount of $1 per year for the first 15 years, increasing to $7,500 from the 16th to the 22nd year, then to $9,200 in the 23rd year, 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 venture, as described in the ground lease agreement.

        The Company and Mills own a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture, subject to certain participation rights by The New York Giants. The joint venture agreement requires the Company to make an equity contribution up to a maximum of $32,500. As part of the Redevelopment Agreement, Mills is required to contribute certain vacant land, known as the Empire Tract, to the State of New Jersey to be used as a wetlands mitigation bank, for which Mills has received subordinated capital credit in the venture of approximately $118,000. The joint 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 nine percent preferred return on its equity investment, only after Mills receives a nine percent preferred return on its equity investment. Residual returns, subject to participation by other parties, will be in proportion to each partners' respective percentage interest.

        Mills will develop, lease and operate the entertainment phase of the Meadowlands Xanadu project. The joint venture agreement provides the Company an option to cause the Meadowlands Venture to form component ventures for the future development of the office and hotel phases, for which the Company will develop, lease and operate such phases. The Company will own an 80 percent interest and Mills will own a 20 percent interest in such entities. The agreement provides for the first office or hotel component ventures to be formed no later than four years after the grand opening of the entertainment phase, and requires that all component ventures for the office and hotel phases be formed no later than 10 years from such date, but does not require that any or all components be developed. However, under the Meadowlands Venture agreement, Mills has the ability to accelerate such formation schedule, subject to certain conditions. Should the Company fail to meet the time schedule described above for the formation of the component ventures, the Company will forfeit its

81



rights to cause the Meadowlands Venture to form additional component ventures. If this occurs, Mills will have the ability 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 the amount necessary to form such component ventures.

        On March 27, 2003, Hartz Mountain Industries, Inc. ("Hartz") filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin the NJSEA from entering into a contract with The Mills Corporation and the Company for the redevelopment of the Continental Airlines Arena site. The case was dismissed by the trial court but Hartz appealed. Hartz also appealed the NJSEA's final decision which denied Hartz's bid protest on October 23, 2003. Westfield America, Inc., has also protested the NJSEA decision, and has appealed the NJSEA's denial of its protest. In January 2004, Hartz and Westfield also appealed the NJSEA's approval and execution of the final Redevelopment Agreement. Four citizens, Elliot Braha, Richard DeLauro, George Perry and Carol Coronato, have also filed lawsuits challenging the NJSEA award to Mills and the Company. All of these cases are now pending unresolved in the Superior Court of New Jersey, Appellate Division. The Company believes that its proposal fully complied with applicable laws and the request for proposals, and it plans to vigorously enforce its rights concerning this project.

PRU-BETA 3 (Nine Campus Drive)

        On March 27, 1998, the Company acquired a 50 percent interest in an existing joint venture with The Prudential Insurance Company of America ("Prudential"), known as Pru-Beta 3, which owned and operated Nine Campus Drive, a 156,495 square-foot office building, located in the Mack-Cali Business Campus office complex in Parsippany, Morris County, New Jersey. On November 5, 2001, the Company acquired the remaining interest in the property for approximately $15,073. The property has been consolidated in the Company's financial statements subsequent to the acquisition of the remaining interest. The Company performed management and leasing services for the property when it was owned by the joint venture and recognized $162 in fees for such services in the year ended December 31, 2001.

HPMC

        On April 23, 1998, the Company entered into a joint venture agreement with HCG Development, L.L.C. and Summit Partners I, L.L.C. to form HPMC Development Partners, L.P. and, on July 21, 1998, entered into a second joint venture, HPMC Development Partners II, L.P. (formerly known as HPMC Lava Ridge Partners, L.P.), with these same parties. HPMC Development Partners, L.P.'s efforts focused on two development projects, commonly referred to as Continental Grand II and Summit Ridge. HPMC Development Partners II, L.P.'s efforts have focused on three development projects, commonly referred to as Lava Ridge, Pacific Plaza I & II and Stadium Gateway.

        The Company has a 50 percent ownership interest and HCG Development, L.L.C. and Summit Partners I, L.L.C. (both of which are not affiliated with the Company) collectively have a 50 percent ownership interest in HPMC Development Partners, L.P. and HPMC Development Partners II, L.P. (the "HPMC Joint Ventures"). Significant terms of the applicable partnership agreements, among other things, call for the Company to provide 80 percent and HCG Development, L.L.C. and Summit Partners I, L.L.C. to collectively provide 20 percent of the development equity capital to the HPMC Joint Ventures. As the Company has agreed to fund development equity capital disproportionate to its ownership interest, it was granted a preferred return of 10 percent on its invested capital as a priority. Profits and losses of each of the HPMC Joint Ventures are allocated to the partners based upon the priority of distributions specified in the respective agreements and entitle the Company to a preferred return, as well as 50 percent of each of the HPMC Joint Ventures' residual profits above the preferred returns. Equity in earnings recognized by the Company consists of preferred returns and the Company's

82



equity in the HPMC Joint Ventures' earnings (loss) after giving effect to the HPMC Joint Ventures' payment of such preferred returns.

        Continental Grand II is a 239,085 square-foot office building located in El Segundo, Los Angeles County, California, which was constructed and placed in service by the venture. On June 29, 2001, the venture sold the office property for approximately $67,000.

        Summit Ridge is an office complex comprised of three one-story buildings, aggregating 133,841 square feet, located in San Diego, San Diego County, California, which was constructed and placed in service by the venture. On January 29, 2001, the venture sold the office complex for approximately $17,450.

        Lava Ridge is an office complex comprised of three two-story buildings, aggregating 183,200 square feet, located in Roseville, Placer County, California, which was constructed and placed in service by the venture. On May 30, 2002, the venture sold the office complex for approximately $31,700.

        Pacific Plaza I & II is a two-phase development joint venture project, located in Daly City, San Mateo County, California between the Company, HPMC Development Partners II, L.P. and a third-party entity. Phase I of the project, which commenced initial operations in August 2001, consists of a nine-story office building, aggregating 364,384 square feet. Phase II, which comprises a three-story retail and theater complex, commenced initial operations in June 2002. The Company performs management services for these properties owned by the joint venture and recognized $318, $315 and $62 in fees for such services in the years ended December 31, 2003, 2002 and 2001, respectively.

        Stadium Gateway is a development joint venture project, located in Anaheim, Orange County, California between the Company, HPMC Development Partners II, L.P. and a third-party entity. The venture has constructed a six-story, 273,194 square-foot office building, which commenced initial operations in January 2002. On April 1, 2003, the venture sold the office property for approximately $52,500.

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, San Francisco County, California. The venture has a mortgage loan with a $41,563 balance at December 31, 2003 secured by its office property. The loan bears interest at a rate of the London Inter-Bank Offered Rate ("LIBOR") (1.12 percent at December 31, 2003) plus 162.5 basis points and matures in August 2006. The Company performs management and leasing services for the property owned by the joint venture and recognized $225, $254 and $235 in fees for such services in the years ended December 31, 2003, 2002 and 2001, respectively.

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

        On May 20, 1998, the Company entered into a joint venture agreement with Columbia Development Company, L.L.C. ("Columbia") to form American Financial Exchange L.L.C. The venture was formed to acquire land for future development, located on the Hudson River waterfront in Jersey City, Hudson County, 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. The joint venture acquired land on which it initially constructed a parking facility, a portion of which is currently licensed to a parking operator. Such parking facility serves a ferry service between the Company's Harborside property and Manhattan. In the fourth quarter 2000, the joint venture started construction of Plaza 10, a 577,575 square-foot office building, which was 100 percent pre-leased to Charles Schwab & Co. Inc. ("Schwab") for a 15-year term, on certain of the land owned by the venture. The lease agreement with Schwab obligates the venture, among other things, to deliver space to the tenant by required timelines and offers expansion options, at the tenant's election.

        Such options may have obligated the venture to construct an additional building or, at the Company's option, to make space available in any of its existing Harborside properties. Had the venture been unable to, or chosen not to, provide such expansion space, the venture would have been liable to Schwab for its actual damages, in no event to exceed $15,000. The amount of Schwab's actual damages, up to $15,000, had been guaranteed by the Company. AFE has an agreement with the City of Jersey City, New Jersey, in which it is required to make payments in lieu of property taxes ("PILOT").

        The agreement is for a term of 20 years. The PILOT is equal to two percent of Total Project Costs, as defined, with periodic increases, as defined. Total Project Costs, per the agreement, are the greater of $78,821 or actual Total Project Costs, as defined.

        The Company performed management, leasing and development services for the Plaza 10 property owned by the venture and recognized $2,692, $156 and $0 in fees for such services in the years ended December 31, 2003, 2002 and 2001, respectively.

        On September 29, 2003, the Company sold its interest in AFE, in which it held a 50 percent interest, and received approximately $162,145 in net sales proceeds from the transaction, which the Company used primarily to repay outstanding borrowings under its revolving credit facility. The Company recognized a gain on the sale of approximately $23,952, which is recorded in gain on sale of investment in unconsolidated joint venture for the year ended December 31, 2003. Following completion of the sale of its interest, the Company no longer has any remaining obligations to Schwab.

        In advance of the transaction, 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 agreement 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 agreement 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, Rockland County, New York. In August 1999, 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 $14,936 balance at

84



December 31, 2003 secured by its office/flex property. The mortgage bears interest at a rate of LIBOR plus 175 basis points and matures in January 2005. In 2001, the property's then principal tenant, Superior Bank was closed by the Office of Thrift Supervision, and the Federal Deposit Insurance Corporation (FDIC) was named receiver. The tenant continued to meet its rental payment obligations through June 2002. In July 2002, the tenant vacated the premises and the FDIC notified the joint venture that it was rejecting the lease as of July 16, 2002. As a result of the uncertainty regarding the tenant's ability to meet its obligations through the remainder of the term of its lease, the joint venture wrote off unbilled rents receivable of $1,573 and deferred lease costs of $705, which is included in the Company's equity in earnings for the year ended December 31, 2002. Subsequently, the venture's management determined it was unlikely a prospective tenant would retain tenant improvements previously made to Superior Bank's space and, accordingly, the venture accelerated amortization of those tenant improvements and recorded a charge of $3,586, which is included in the Company's equity in earnings in the year ended December 31, 2003. The Company performs management, leasing and other services for the property owned by the joint venture and recognized $12, $56 and $102 in fees for such services in the years ended December 31, 2003, 2002 and 2001, 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 agreement 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, Harris County, Texas. The Company holds a 20 percent interest in the joint venture. The Company performed management and leasing services through March 2002 for the properties owned by the joint venture and recognized $45 and $170 in fees for such services in the years ended December 31, 2002 and 2001, respectively. Under certain circumstances, Prudential has the right to convert its interest in the venture into common stock of the Company at a discount to the stock's fair market value, based on the underlying fair value of Prudential's interest in the venture at the time of conversion. The Company, at its option, can elect to exchange cash in lieu of stock in an amount equal to the fair value of Prudential's interest.

        In May 2002, the Company sent a notice to Prudential electing to exercise its option under the buy-sell provisions of the joint venture agreement. Subsequently, Prudential sent notice to the Company that it was exercising its option to put its interest in the joint venture to the Company in exchange for common stock of the Company as described above. In November 2002, the Company and Prudential entered into a first amendment to their joint venture agreement pursuant to which: (i) the Company retracted its notice of exercise of the buy-sell provisions of the joint venture agreement, (ii) Prudential retracted its notice of exercise of its option to put its interest in the joint venture to the Company in exchange for common stock of the Company, as described above, (iii) the mechanics of the exercise by either party of their respective buy-sell, sale and exchange rights ("Exit Rights") were clarified and confirmed, and (iv) each party agreed to a one-year moratorium on the exercise of their respective Exit Rights while the parties attempt to reposition the assets of the joint venture.

ARCAP INVESTORS, L.L.C.

        In 1999, the Company invested $20,000 in ARCap Investors, L.L.C., a joint venture with several participants, which was formed to invest in sub-investment grade tranches of commercial mortgage-backed securities ("CMBS"). William L. Mack, Chairman of the Board of Directors of the Company, is a principal of an entity that owned approximately 28 percent of the venture and has nominated a member of its board of directors. As of December 31, 2001, the Company held a 20.1 percent interest in the common equity of ARCap Investors, L.L.C. On December 12, 2002, the Company sold its interest in the venture for $20,225.

85



MC-SJP MORRIS V REALTY, LLC AND MC-SJP MORRIS VI REALTY, LLC

        The Company has an agreement with SJP Properties ("Land Development Agreement"), which provided for a cooperative effort in seeking approvals to develop up to approximately 1.8 million square feet of office development on certain vacant land which is located in Hanover and Parsippany, Morris County, New Jersey, owned by the Company and SJP Properties. The Land Development Agreement provided that the parties share equally in the costs associated with seeking such requisite approvals. Upon mutual consent, the Company and SJP Properties were able to enter into one or more joint ventures to construct on the vacant land, or seek to dispose of their respective vacant land parcels subject to the agreement. Pursuant to the Land Development Agreement, on August 24, 2000, the Company entered into a joint venture with SJP Properties to form MC-SJP Morris V Realty, LLC and MC-SJP Morris VI Realty, LLC, (collectively the "Morris V and VI Venture"), which acquired developable land for approximately $16,193. The acquired land is able to accommodate approximately 650,000 square feet of office space and is located in Parsippany, Morris County, New Jersey. The venture entered into an agreement pertaining to the acquired land and two other land parcels in Parsippany with an insurance company to provide for a guarantee on the funding of the development of four office properties, aggregating 850,000 square feet. Such agreement provided, if the venture elected to develop, that the insurance company would be admitted to the joint venture and provide all the equity required to fund the development, subject to certain conditions. The venture had a mortgage loan secured by its land, and guaranteed by the insurance company which carried an interest rate of LIBOR plus 125 basis points and was scheduled to mature in March 2004.

        In October 2003, the Company and SJP Properties mutually agreed to terminate the Land Development Agreement and the related Morris V and VI Venture, including the agreement with the insurance company. In conjunction with the termination of the Land Development Agreement, the Company reimbursed SJP $1,812 for its development costs incurred on the parcels of land owned by the Company. Additionally, the Company sold its interest to SJP in the Morris V and VI Venture for $350, an amount equivalent to the costs contributed to such venture.

SOUTH PIER AT HARBORSIDE—HOTEL DEVELOPMENT

        On November 17, 1999, the Company entered into an agreement with Hyatt Corporation ("Hyatt") to develop a 350-room hotel on the South Pier at Harborside Financial Center, Jersey City, Hudson County, 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 $62,902 balance at December 31, 2003 secured by its hotel property. The debt bore interest at a rate of LIBOR plus 275 basis points and 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 $40,000 mortgage loan, secured by the hotel property, as well as capital contributions from the Company and Hyatt of $10,750 each. The new loan carries an interest rate of LIBOR plus 200 basis points and matures in February 2006. The loan provides for three one-year extension options subject to certain conditions. The final two one-year extention options require payment of a fee. Additionally, the venture has an $8,000 loan 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 an $8,000 letter of credit in support of this loan, $4,000 of which is indemnified by Hyatt.

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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 December 31, 2003 and 2002:

 
  December 31, 2003
 
  Meadowlands
Xanadu

  HPMC
  G&G
Martco

  American
Financial
Exchange

  Plaza
VIII & IX
Associates

  Ramland
Realty

  Ashford
Loop

  ARCap
  MC-SJP
Morris
Realty

  Harborside
South Pier

  Combined
Total

Assets:                                                                  
Rental property, net   $ 143,877   $   $ 7,207   $   $ 13,196   $ 13,262   $ 36,058   $   $   $ 85,488   $ 299,088
Other assets     1,534     13,598     3,091         3,307     548     336             11,065     33,479
   
 
 
 
 
 
 
 
 
 
 
Total assets   $ 145,411   $ 13,598   $ 10,298   $   $ 16,503   $ 13,810   $ 36,394   $   $   $ 96,553   $ 332,567
   
 
 
 
 
 
 
 
 
 
 
Liabilities and partners'/members' capital (deficit):                                                                  
  Mortgages and loans payable   $   $   $ 41,563   $   $   $ 14,936   $   $   $   $ 73,175   $ 129,674
  Other liabilities     1,571     44     868         1,472     88     712             2,788     7,543
  Partners'/members' capital     143,840     13,554     (32,133 )       15,031     (1,214 )   35,682             20,590     195,350
   
 
 
 
 
 
 
 
 
 
 
  Total liabilities and partners'/members' capital   $ 145,411   $ 13,598   $ 10,298   $   $ 16,503   $ 13,810   $ 36,394   $   $   $ 96,553   $ 332,567
   
 
 
 
 
 
 
 
 
 
 
Company's net investment in unconsolidated joint ventures   $ 1,073   $ 12,808   $ 6,427   $   $ 7,437   $   $ 7,575   $   $   $ 13,304   $ 48,624
   
 
 
 
 
 
 
 
 
 
 
 
    
December 31, 2002
 
  Meadowlands
Xanadu

  HPMC
  G&G
Martco

  American
Financial
Exchange

  Plaza
VIII & IX
Associates

  Ramland
Realty

  Ashford
Loop

  ARCap
  MC-SJP
Morris
Realty

  Harborside
South Pier

  Combined
Total

Assets:                                                                  
Rental property, net   $   $   $ 8,329   $ 105,195   $   $ 13,803   $ 36,520   $   $ 17,364   $ 90,407   $ 271,618
Other assets         16,242     3,813     26,523         1,900     730         1,211     5,610     56,029
   
 
 
 
 
 
 
 
 
 
 
Total assets   $   $ 16,242   $ 12,142   $ 131,718   $   $ 15,703   $ 37,250   $   $ 18,575   $ 96,017   $ 327,647
   
 
 
 
 
 
 
 
 
 
 
Liabilities and partners'/members' capital (deficit):                                                                  
  Mortgages and loans payable   $   $   $ 50,000   $   $   $ 15,282   $   $   $ 17,983   $ 69,475   $ 152,740
  Other liabilities         18     1,789     6,243         97     1,029         48     4,084     13,308
  Partners'/members' capital         16,224     (39,647 )   125,475         324     36,221         544     22,458     161,599
   
 
 
 
 
 
 
 
 
 
 
  Total liabilities and partners'/members' capital   $   $ 16,242   $ 12,142   $ 131,718   $   $ 15,703   $ 37,250   $   $ 18,575   $ 96,017   $ 327,647
   
 
 
 
 
 
 
 
 
 
 
Company's net investment in unconsolidated joint ventures   $   $ 15,900   $ 2,794   $ 134,158   $   $ 1,232   $ 7,652   $   $ 289   $ 14,772   $ 176,797
   
 
 
 
 
 
 
 
 
 
 

        The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2003, 2002 and 2001:

 
  Year Ended December 31, 2003
 
 
  Meadowlands
Xanadu

  Pru-
Beta 3

  HPMC
  G&G
Martco

  American
Financial
Exchange(a)

  Plaza
VIII & IX
Associates

  Ramland
Realty

  Ashford
Loop

  ARCap
  MC-SJP
Morris
Realty

  Harborside
South Pier

  Minority
Interest in
Operating
Partnership

  Combined
Total

 
Total revenues   $   $   $ 4,674   $ 12,411   $ 17,398   $ 1,730   $ 238   $ 3,801   $   $   $ 23,933   $   $ 64,185  
Operating and Other expenses             (505 )   (4,017 )   (3,040 )   (44 )   (970 )   (3,062 )           (16,365 )       (28,003 )
Depreciation and amortization                 (1,533 )   (2,912 )   (228 )   (555 )   (974 )           (6,262 )       (12,464 )
Interest expense                 (1,497 )           (451 )               (3,174 )       (5,122 )
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)   $   $   $ 4,169   $ 5,364   $ 11,446   $ 1,458   $ (1,738 ) $ (235 ) $   $   $ (1,868 ) $   $ 18,596  
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Company's equity in earnings (loss) of unconsolidated joint ventures   $   $   $ 2,325   $ 2,559   $ 11,342   $ (83 ) $ (1,332 ) $ (47 ) $   $   $ (1,284 ) $ (1,607 ) $ 11,873  
   
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Represents results of operations for period in which Company had ownership interest of January 1, 2003 through September 28, 2003.

87


 
    
Year Ended December 31, 2002
 
 
  Meadowlands
Xanadu

  Pru-
Beta 3

  HPMC
  G&G
Martco

  American
Financial
Exchange

  Plaza
VIII & IX
Associates

  Ramland
Realty

  Ashford
Loop

  ARCap
  MC-SJP
Morris
Realty

  Harborside
South Pier

  Minority
Interest in
Operating
Partnership

  Combined
Total

 
Total revenues   $   $   $ 11,622   $ 13,394   $ 7,063   $   $ 1,856   $ 4,329   $ 84,552   $   $ 10,325   $   $ 133,141  
Operating and Other expenses             (861 )   (4,009 )   (1,121 )       (1,043 )   (2,788 )   (24,408 )       (9,922 )       (44,152 )
Depreciation and amortization             (641 )   (1,646 )   (1,046 )       (4,016 )   (974 )           (3,097 )       (11,420 )
Interest expense             (233 )   (1,951 )           (745 )       (28,995 )       (1,598 )       (33,522 )
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)   $   $   $ 9,887   $ 5,788   $ 4,896   $   $ (3,948 ) $ 567   $ 31,149   $   $ (4,292 ) $   $ 44,047  
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Company's equity in earnings (loss) of unconsolidated joint ventures   $   $   $ 5,789   $ 2,999   $ 5,037   $   $ (1,782 ) $ 159   $ 4,390   $   $ (1,799 ) $ (1,786 ) $ 13,007  
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Year Ended December 31, 2001
 
 
  Meadowlands
Xanadu

  Pru-
Beta 3

  HPMC
  G&G
Martco

  American
Financial
Exchange

  Plaza
VIII & IX
Associates

  Ramland
Realty

  Ashford
Loop

  ARCap
  MC-SJP
Morris
Realty

  Harborside
South Pier

  Minority
Interest in
Operating
Partnership

  Combined
Total

 
Total revenues   $   $ 11,337   $ 22,826   $ 12,509   $ 580   $   $ 3,743   $ 5,983   $ 64,791   $   $   $   $ 121,769  
Operating and Other expenses         (1,322 )   (2,839 )   (3,568 )   (63 )       (3,470 )   (2,895 )   (32,200 )               (46,357 )
Depreciation and amortization         (992 )   (3,530 )   (1,557 )   (39 )       (1,389 )   (953 )                   (8,460 )
Interest expense             (2,995 )   (3,115 )           (1,126 )       (19,231 )               (26,467 )
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)   $   $ 9,023   $ 13,462   $ 4,269   $ 478   $   $ (2,242 ) $ 2,135   $ 13,360   $   $   $   $ 40,485  
   
 
 
 
 
 
 
 
 
 
 
 
 
 
Company's equity in earnings (loss) of unconsolidated joint ventures   $   $ 785   $ 6,064   $ 1,582   $ (322 ) $   $ 232   $ 388   $ 275   $   $   $ (1,111 ) $ 7,893  
   
 
 
 
 
 
 
 
 
 
 
 
 
 

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5.     DEFERRED CHARGES AND OTHER ASSETS

 
  December 31,
 
 
  2003
  2002
 
Deferred leasing costs   $ 136,231   $ 119,520  
Deferred financing costs     24,446     23,927  
   
 
 
      160,677     143,447  
Accumulated amortization     (56,778 )   (40,477 )
   
 
 
Deferred charges, net     103,899     102,970  
Notes receivable     8,750     12,292  
Prepaid expenses and other assets     14,142     12,289  
   
 
 
Total deferred charges and other assets, net   $ 126,791   $ 127,551  
   
 
 

6.     RESTRICTED CASH

        Restricted cash includes security deposits for certain of the Company's properties, and escrow and reserve funds for debt service, real estate taxes, property insurance, capital improvements, tenant improvements, and leasing costs established pursuant to certain mortgage financing arrangements, and is comprised of the following:

 
  December 31,
 
  2003
  2002
Security deposits   $ 7,739   $ 7,301
Escrow and other reserve funds     350     476
   
 
Total restricted cash   $ 8,089   $ 7,777
   
 

7.     DISCONTINUED OPERATIONS

        Effective January 1, 2002, the Company adopted the provisions of FASB No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes FASB No. 121. FASB No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. FASB No. 144 retains the requirements of FASB No. 121 regarding impairment loss recognition and measurement. In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. As the statement requires implementation on a prospective basis, properties which were identified as held for sale by the Company prior to January 1, 2002 are presented in the accompanying financial statements in a manner consistent with the presentation prior to January 1, 2002. As the Company sold 1770 St. James Place, 111 Soledad, and land in Hamilton Township, New Jersey during the year ended December 31, 2003 (see Note 3), the Company has presented these assets as discontinued operations in its statements of operations for the periods presented.

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        The following tables summarize income from discontinued operations (net of minority interest) and the related realized gain on sale of rental property (net of minority interest) for the years ended December 31, 2003, 2002 and 2001:

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
 
Total revenues   $ 2,547   $ 3,700   $ 4,138  
Operating and other expenses     (1,672 )   (2,473 )   (2,621 )
Depreciation and amortization     (604 )   (1,564 )   (58 )
Minority interest     (32 )   39     (180 )
   
 
 
 
Income from discontinued operations (net of minority interest)   $ 239   $ (298 ) $ 1,279  
   
 
 
 
 
  Year Ended December 31,
 
  2003
  2002
  2001
Realized gain on sale of rental property   $ 3,541   $   $
Minority interest     (421 )      
   
 
 
Realized gain on sale of rental property (net of minority interest)   $ 3,120   $   $
   
 
 

8.     RENTAL PROPERTY HELD FOR SALE

        As of December 31, 2001, the Company had identified 37 office properties, aggregating approximately 4.3 million square feet, a multi-family residential property and a land parcel as held for sale. These properties were located in Texas, Colorado, Arizona, Florida and New York. The properties carried an aggregate book value of $384,626, net of accumulated depreciation of $28,379 and a valuation allowance of $40,464 at December 31, 2001. During the year ended December 31, 2002, the Company sold 13 of these properties for total net sales proceeds of approximately $162,466.

        On June 6, 2002, the Company determined that 20 of its office properties and a land parcel, which are located in Colorado, aggregating 1.6 million square feet, were no longer being held for sale. The Company decided that it would continue to own and operate these properties until market conditions in Colorado improve. The reclassified properties had an aggregate book value of $175,550, net of accumulated depreciation of $15,178 and a valuation allowance of $27,049 at the date of the subsequent decision not to sell (including an unrealized loss of $3,000, and catch-up depreciation and amortization expense of $3,900 for certain properties reflecting expense for the period from the date the properties were originally held for sale through the date they were no longer held for sale, which was recorded at that date).

        On September 30, 2002, the Company determined that its five remaining properties located in Texas were no longer being held for sale. The Company decided that it would continue to own and operate these properties until market conditions in Texas improve and certain leasing uncertainties at the properties are resolved. The reclassified properties had an aggregate book value of $56,342, net of accumulated depreciation of $7,089 and a valuation allowance of $1,998, at the date of the subsequent decision not to sell (including catch-up depreciation and amortization expense of $3,413 for certain properties reflecting expense for the period from the date the properties were originally held for sale through the date they were no longer held for sale, which was recorded at that date).

        As of December 31, 2003 and 2002, the Company did not have any properties identified as held for sale.

        During the years ended December 31, 2002 and 2001, the Company determined that the carrying amounts of certain properties identified as held for sale during those periods were not expected to be recovered from estimated net sale proceeds from such property sales. The Company recognized a

90



valuation allowance of $4,341 and $46,793 for the years ended December 31, 2002 and 2001, respectively.

        The following table summarizes realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net, (other than from discontinued operations) for the years ended December 31, 2003, 2002 and 2001:

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
 
Realized gains (losses) on sale of rental property and land, net   $   $ 7,100   $ 34,929  
Valuation allowance on rental property held for sale         (4,341 )   (46,793 )
Minority Interest         (343 )   1,462  
   
 
 
 
Realized gains (losses) and unrealized losses (net of minority interest), net   $   $ 2,416   $ (10,402 )
   
 
 
 

9.     SENIOR UNSECURED NOTES

        A summary of the Company's senior unsecured notes as of December 31, 2003 and 2002 is as follows:

 
  December 31,
   
 
 
  Effective
Rate (1)

 
 
  2003
  2002
 
7.180% Senior Unsecured Notes, due December 31, 2003   $   $ 95,283   7.23 %
7.000% Senior Unsecured Notes, due March 15, 2004     299,983     299,904   7.27 %
7.250% Senior Unsecured Notes, due March 15, 2009     298,777     298,542   7.49 %
7.835% Senior Unsecured Notes, due December 15, 2010     15,000     15,000   7.95 %
7.750% Senior Unsecured Notes, due February 15, 2011     298,775     298,602   7.93 %
6.150% Senior Unsecured Notes, due December 15, 2012     90,506     90,015   6.89 %
5.820% Senior Unsecured Notes, due March 15, 2013     25,089       6.45 %
4.600% Senior Unsecured Notes, due June 15, 2013     99,729       4.74 %
   
 
 
 
Total Senior Unsecured Notes   $ 1,127,859   $ 1,097,346   7.22 %
   
 
 
 

(1)
Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount on the notes, as applicable.

        On March 14, 2003, the Company exchanged $25,000 face amount of existing 7.18 percent senior unsecured notes due December 31, 2003, with interest payable monthly in arrears, for $26,105 face amount of 5.82 percent senior unsecured notes due March 15, 2013, with interest payable semi-annually in arrears. The exchange was completed with Teachers Insurance and Annuity Association ("TIAA"). In addition, the Company also repurchased $25,000 face amount of notes due December 31, 2003 from TIAA for $26,105. The Company recorded $1,402 in loss on early retirement of debt, net, for the year ended December 31, 2003 for costs incurred in connection with the notes transactions.

        On June 12, 2003, the Company issued $100,000 face amount of 4.60 percent senior unsecured notes due June 15, 2013 with interest payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $99,064 was used primarily to repay $62,800 of mortgage debt at a discount of $1,700 (recorded as a reduction in loss on early retirement of debt, net), and to reduce outstanding borrowings under the 2002 Unsecured Facility, as defined in Note 10. The Company recorded $1,540 in loss on early retirement of debt, net, for the year ended December 31, 2003 for the write-off of the unamortized balance of an interest rate contract in conjunction with the repayment of mortgage debt (see Note 11: Mortgages and Loans Payable—

91



Interest Rate Contract). The unsecured notes were issued at a discount of approximately $286, which is being amortized over the term as an adjustment to interest expense.

        On June 25, 2003, the Company repurchased $45,283 face amount of existing 7.18 percent senior unsecured notes due December 31, 2003, with interest payable monthly in arrears, for $46,707 from TIAA. The repurchase fully retired the 7.18 percent senior unsecured notes which were due December 31, 2003. The Company recorded $1,437 in loss on early retirement of debt, net, for the year ended December 31, 2003 for costs incurred in connection with the notes repurchase.

        On February 9, 2004, the Company issued $100,000 face amount of 5.125 percent senior unsecured notes due February 15, 2014 with interest payable semi-annually in arrears. The total proceeds from the issuance (net of selling commissions and discount) of approximately $98,538 will be held until March 15, 2004, at which time the Company intends to use the net proceeds from the sale, together with borrowings under its $600,000 unsecured revolving credit facility (see Note 10) and available cash, to repay the $300,000, 7.00 percent notes due on that same date.

10.   REVOLVING CREDIT FACILITIES

2002 UNSECURED FACILITY

        On September 27, 2002, the Company obtained an unsecured revolving credit facility ("2002 Unsecured Facility") with a current borrowing capacity of $600,000 from a group of 15 lenders. The interest rate on outstanding borrowings under the credit line is currently LIBOR plus 70 basis points. The Company may instead elect an interest rate representing the higher of the lender's prime rate or the Federal Funds rate plus 50 basis points. The 2002 Unsecured Facility also requires a 20 basis point facility fee on the current borrowing capacity payable quarterly in arrears. The 2002 Unsecured Facility matures in September 2005, with an extension option of one year, which would require upon exercise a payment of 25 basis points of the then borrowing capacity of the credit line.

        In the event of a change in the Operating Partnership's unsecured debt rating, the interest and facility fee rates will be adjusted in accordance with the following table:

Operating Partnership's
Unsecured Debt Ratings:
S&P/Moody's/Fitch (a)

  Interest Rate—
Applicable Basis Points
Above LIBOR

  Facility Fee
Basis Points

No rating or less than BBB-/Baa3/BBB-   120.0   30.0
BBB-/Baa3/BBB-   95.0   20.0
BBB/Baa2/BBB (current)   70.0   20.0
BBB+/Baa1/BBB+   65.0   15.0
A-/A3/A- or higher   60.0   15.0

(a)
If the Operating Partnership has debt ratings from two rating agencies, one of which is Standard & Poor's Rating Services ("S&P") or Moody's Investors Service ("Moody's"), the rates per the above table shall be based on the lower of such ratings. If the Operating Partnership has debt ratings from three rating agencies, one of which is S&P or Moody's, the rates per the above table shall be based on the lower of the two highest ratings. If the Operating Partnership has debt ratings from only one agency, it will be considered to have no rating or less than BBB-/Baa3/BBB- per the above table.

        The terms of the 2002 Unsecured Facility include certain restrictions and covenants which limit, among other things, the payment of dividends (as discussed below), the incurrence of additional indebtedness, the incurrence of liens and the disposition of assets, and which require compliance with financial ratios relating to the maximum leverage ratio, the maximum amount of secured indebtedness, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the

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minimum amount of fixed charge coverage, the maximum amount of unsecured indebtedness, the minimum amount of unencumbered property debt service coverage and certain investment limitations. The dividend restriction referred to above provides that, except to enable the Company to continue to qualify as a REIT under the Code, the Company will not during any four consecutive fiscal quarters make distributions with respect to common stock or other common equity interests in an aggregate amount in excess of 90 percent of funds from operations (as defined) for such period, subject to certain other adjustments.

        The lending group for the 2002 Unsecured Facility consists of: JPMorgan Chase Bank, as administrative agent; Fleet National Bank, as syndication agent; Bank of America, N.A. and Wells Fargo Bank, National Association, as co-documentation agents; Commerzbank AG, as co-syndication agent; The Bank of Nova Scotia, Bank One, N.A., Citicorp North America, Inc., and Wachovia Bank, National Association, as managing agents, PNC Bank, National Association, and Sun Trust Bank, as co-agents; Bayerische Landesbank Girozentrale, Deutsche Bank Trust Company Americas, Chevy Chase Bank, and Israel Discount Bank of New York, as syndicate members.

2000 UNSECURED FACILITY

        On June 22, 2000, the Company obtained an unsecured revolving credit facility ("2000 Unsecured Facility") with a borrowing capacity of $800,000 from a group of 24 lenders. The interest rate on outstanding borrowings under the credit facility was LIBOR plus 80 basis points. The Company could have instead elected an interest rate representing the higher of the lender's prime rate or the Federal Funds rate plus 50 basis points. The 2000 Unsecured Facility also required a 20 basis point facility fee on the then current borrowing capacity payable quarterly in arrears. The 2000 Unsecured Facility was scheduled to mature in June 2003.

        In conjunction with obtaining the 2002 Unsecured Facility, the Company drew funds on the new facility to repay in full and terminate the 2000 Unsecured Facility on September 27, 2002.

SUMMARY

        As of December 31, 2003 and 2002, the Company had outstanding borrowings of $0 and $73,000, respectively, under the 2002 Unsecured Facility (with an aggregate borrowing capacity of $600,000).

11.   MORTGAGES AND LOANS PAYABLE

        The Company has mortgages and loans payable which consist of various loans collateralized by certain of the Company's rental properties. Payments on mortgages and loans payable are generally due in monthly installments of principal and interest, or interest only.

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        A summary of the Company's mortgages and loans payable as of December 31, 2003 and 2002 is as follows:

 
   
   
  Principal Balance at
December 31,

   
Property Name

   
  Effective
Interest
Rate (a)

   
  Lender
  2003
  2002
  Maturity
400 Chestnut Ridge   Prudential Insurance Co.   9.44 % $ 10,374   $ 11,611   07/01/04
Mack-Cali Centre VI   Principal Life Insurance Co.   6.87 %   35,000     35,000   04/01/05
Various (b)   Prudential Insurance Co.   7.10 %   150,000     150,000   05/15/05
Mack-Cali Bridgewater I   New York Life Ins. Co.   7.00 %   23,000     23,000   09/10/05
Mack-Cali Woodbridge II   New York Life Ins. Co.   7.50 %   17,500     17,500   09/10/05
Mack-Cali Short Hills   Prudential Insurance Co.   7.74 %   23,592     24,470   10/01/05
500 West Putnam Avenue   New York Life Ins. Co.   6.52 %   7,495     8,417   10/10/05
Harborside—Plazas 2 and 3   Northwestern/Principal   7.36 %   153,603     158,140   01/01/06
Mack-Cali Airport   Allstate Life Insurance Co.   7.05 %   10,030     10,226   04/01/07
Kemble Plaza I   Mitsubishi Tr & Bk Co.   LIBOR+0.65 %   32,178     32,178   01/31/09
2200 Renaissance Boulevard   TIAA   5.89 %   18,800     19,100   12/01/12
Soundview Plaza   TIAA   6.02 %   19,153     19,500   01/01/13
Mack-Cali Willowbrook   CIGNA   8.67 %       7,658  
Harborside—Plaza 1   U.S. West Pension Trust   4.36 %       61,722  
1633 Littleton Road   First Union/Maher Partners   3.87 %       3,504  
       
 
 
 
Total Mortgages and Loans Payable           $ 500,725   $ 582,026    
       
 
 
 

(a)
Effective interest rate for mortgages and loans payable reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs and other transaction costs, as applicable.

(b)
The Company has the option to convert the mortgage loan, which is secured by 11 properties, to unsecured debt, subject to, amongst other things, the Company having investment grade ratings from two rating agencies (at least one of which must be from S&P or Moody's) at the time of conversion.

INTEREST RATE CONTRACT

        On July 18, 2002, the Company entered into a forward treasury rate lock agreement with a commercial bank. The agreement was used to fix the index rate on $61,525 of the Harborside-Plaza 1 mortgage at 3.285 percent per annum, for which the interest rate was re-set to the three-year U.S. Treasury Note plus 130 basis points for the three years beginning November 4, 2002. On November 4, 2002, the Company paid $1,888 in settlement of the forward treasury rate lock agreement entered into in July 2002, which was being amortized to interest expense over a three-year period.

        In conjunction with the repayment of the Harborside—Plaza 1 mortgage on June 12, 2003, the Company wrote off the unamortized balance of the interest rate contract of $1,540, which was recorded in loss on early retirement of debt, net, for the year ended December 31, 2003.

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SCHEDULED PRINCIPAL PAYMENTS

        Scheduled principal payments and related weighted average annual interest rates for the Company's Senior Unsecured Notes (see Note 9) and mortgages and loans payable as of December 31, 2003 are as follows:

Period

  Scheduled
Amortization

  Principal
Maturities

  Total
  Weighted Avg.
Interest Rate of
Future Repayments (a)

 
2004   $ 7,493   $ 309,863   $ 317,356   7.33 %
2005     7,507     253,249     260,756   7.13 %
2006     992     144,642     145,634   7.36 %
2007     874     9,364     10,238   6.96 %
2008     866         866   5.96 %
Thereafter     4,029     898,320     902,349   6.99 %
   
 
 
 
 
Sub-total     21,761     1,615,438     1,637,199   7.10 %
Adjustment for unamortized debt discount/premium, net, as of December 31, 2003     (8,615 )       (8,615 )  
   
 
 
 
 
Totals/Weighted Average   $ 13,146   $ 1,615,438   $ 1,628,584   7.10 %
   
 
 
 
 

(a)
Actual weighted average LIBOR contract rates relating to the Company's outstanding debt as of December 31, 2003 of 1.19 percent was used in calculating revolving credit facility and other variable rate debt interest rates.

        There were no outstanding borrowings under the 2002 Unsecured Facility as of December 31, 2003.

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED

        Cash paid for interest for the years ended December 31, 2003, 2002 and 2001 was $120,095, $123,148 and $115,722, respectively. Interest capitalized by the Company for the years ended December 31, 2003, 2002 and 2001 was $7,285, $19,664 and $16,722, respectively.

SUMMARY OF INDEBTEDNESS

        As of December 31, 2003, the Company's total indebtedness of $1,628,584 (weighted average interest rate of 7.10 percent) was comprised of $32,178 of variable rate mortgage debt (weighted average rate of 1.84 percent) and fixed rate debt of $1,596,406 (weighted average rate of 7.21 percent).

        As of December 31, 2002, the Company's total indebtedness of $1,752,372 (weighted average interest rate of 7.03 percent) was comprised of $105,178 of revolving credit facility borrowings and other variable rate mortgage debt (weighted average rate of 2.41 percent) and fixed rate debt of $1,647,194 (weighted average rate of 7.33 percent).

12.   MINORITY INTEREST

        Minority interest in the accompanying consolidated financial statements relate to preferred units ("Preferred Units") and common units in the Operating Partnership, held by parties other than the Company.

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PREFERRED UNITS

        The Operating Partnership has two classes of Preferred Units—Series B and Series C, which are described as follows:

Series B

        The Series B Preferred Units have a stated value of $1,000 per unit and are preferred as to assets over any class of common units or other class of preferred units of the Company, based on circumstances per the applicable unit certificates. The quarterly distribution on each Series B Preferred Unit is an amount equal to the greater of (i) $16.875 (representing 6.75 percent of the Preferred Unit stated value of an annualized basis) or (ii) the quarterly distribution attributable to a Series B Preferred Unit determined as if such unit had been converted into common units, subject to adjustment for customary anti-dilution rights. Each of the Series B Preferred Units may be converted at any time into common units at a conversion price of $34.65 per unit. Common units received pursuant to such conversion may be redeemed for an equal number of shares of common stock. At any time after June 11, 2005, the Company may cause the mandatory conversion of the Series B Preferred Units into common units at the conversion price of $34.65 per unit if, for at least 20 of the prior consecutive 30 days, the closing price of the Company's common stock equals or exceeds $34.65. The Company is prohibited from taking certain actions that would adversely affect the rights of the holders of Series B Preferred Units without the consent of at least 662/3 percent of the outstanding Series B Preferred Units, including authorizing, creating or issuing any additional preferred units ranking senior to or equal with the Series B Preferred Units; provided, however, that such consent is not required if the Company issues preferred units ranking equal (but not senior) to the Series B Preferred Units in an aggregate amount up to the greater of (a) $200,000 in stated value or (b) 10 percent of the sum of (1) the combined market capitalization of the Company's common stock and the Operating Partnership's common units and Series B Preferred Units, as if converted into common stock, and (2) the aggregate liquidation preference on any of the Company's non-convertible preferred stock or the Operating Partnership's non-convertible preferred units. As of December 31, 2003, the calculation in the above clause (b) was $308,080.

Series C

        In connection with the Company's issuance of $25,000 of Series C cumulative redeemable perpetual preferred stock, the Company acquired from the Operating Partnership $25,000 of Series C Preferred Units (the "Series C Preferred Units"), which have terms essentially identical to the Series C preferred stock and rank equal with the Series B Preferred Units. See Note 17: Stockholders' Equity—Preferred Stock.

COMMON UNITS

        Certain individuals and entities own common units in the Operating Partnership. A common unit and a share of common stock of the Company have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership. Common units are redeemable by the common unitholders at their option, subject to certain restrictions, on the basis of one common unit for either one share of common stock or cash equal to the fair market value of a share at the time of the redemption. The Company has the option to deliver shares of common stock in exchange for all or any portion of the cash requested. The common unitholders may not put the units for cash to the Company or the Operating Partnership. When a unitholder redeems a common unit, minority interest in the Operating Partnership is reduced and the Company's investment in the Operating Partnership is increased.

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UNIT WARRANTS

        The Operating Partnership had 2,000,000 Unit Warrants outstanding which enabled the holders to purchase an equal number of common units at $37.80 per unit, all of which expired unexercised on December 11, 2002. Upon expiration, the carrying value of the Unit Warrants was allocated on a prorata basis to minority interest common units and stockholders' equity.

Unit Transactions

        The following table sets forth the changes in minority interest which relate to the Series B Preferred Units and common units in the Operating Partnership for the years ended December 31, 2003, 2002 and 2001:

 
  Preferred
Units

  Common
Units

  Unit
Warrants

  Preferred
Unitholders

  Common
Unitholders

  Unit
Warrants

  Total
 
Balance at January 1, 2001   220,340   7,963,725   2,000,000   $ 226,005   $ 212,994   $ 8,524   $ 447,523  
  Net income           15,644     18,531         34,175  
  Distributions           (15,644 )   (19,571 )       (35,215 )
  Redemption of common units for shares of common stock     (8,950 )         (239 )       (239 )
   
 
 
 
 
 
 
 
Balance at December 31, 2001   220,340   7,954,775   2,000,000     226,005     211,715     8,524     446,244  
  Net income           15,656     19,269         34,925  
  Distributions           (15,656 )   (19,648 )       (35,304 )
  Redemption of preferred units for common units   (4,446 ) 128,312       (4,560 )   4,560          
  Redemption of common units for shares of common stock     (268,281 )         (8,299 )       (8,299 )
  Redemption of common units for cash     (1,000 )         (29 )       (29 )
  Expiration of Unit Warrants       (2,000,000 )       1,023     (8,524 )   (7,501 )
   
 
 
 
 
 
 
 
Balance at December 31, 2002   215,894   7,813,806       221,445     208,591         430,036  
  Net income           15,668     19,105         34,773  
  Distributions           (15,668 )   (19,657 )       (35,325 )
  Redemption of preferred units for common units   (876 ) 25,282       (898 )   898          
  Redemption of common units for shares of common stock     (43,590 )         (1,385 )       (1,385 )
   
 
 
 
 
 
 
 
  Balance at December 31, 2003   215,018   7,795,498     $ 220,547   $ 207,552   $   $ 428,099  
   
 
 
 
 
 
 
 

Minority Interest Ownership

        As of December 31, 2003 and 2002, the minority interest common unitholders owned 11.6 percent (19.1 percent, including the effect of the conversion of Series B Preferred Units into common units) and 12.0 percent (19.7 percent including the effect of the conversion of Series B Preferred Units into common units) of the Operating Partnership, respectively.

13.   EMPLOYEE BENEFIT PLAN

        All employees of the Company who meet certain minimum age and period of service requirements are eligible to participate in a 401(k) defined contribution plan (the "401(k) Plan"). The 401(k) Plan allows eligible employees to defer up to 15 percent of their annual compensation, subject to certain limitations imposed by federal law. The amounts contributed by employees are immediately vested and

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non-forfeitable. The Company, at management's discretion, may match employee contributions and/or make discretionary contributions. Management has approved, for the year ended December 31, 2003, a discretionary profit sharing contribution, as defined in the 401(k) Plan. Total expense recognized by the Company for the years ended December 31, 2003, 2002 and 2001 was $336, $313 and $400, respectively.

14.   DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS

        The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgement is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments at December 31, 2003 and 2002. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

        Cash equivalents, receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of December 31, 2003 and 2002.

        The fair value of the fixed-rate mortgage debt and unsecured notes as of December 31, 2003 was approximately $141.8 million higher than the book value of approximately $1.6 billion primarily due to the general decrease in market interest rates on secured and unsecured debt. As of December 31, 2002, the fair value of fixed-rate mortgage debt and unsecured notes was approximately $119.0 million higher than the book value of approximately $1.6 billion. The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate.

        Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2003 and 2002. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2003 and current estimates of fair value may differ significantly from the amounts presented herein.

15.   COMMITMENTS AND CONTINGENCIES

TAX ABATEMENT AGREEMENTS

Harborside Financial Center

        Pursuant to an agreement with the City of Jersey City, New Jersey, the Company is required to make payments in lieu of property taxes ("PILOT") on its Harborside Plaza 2 and 3 properties. The agreement, which commenced in 1990, is for a term of 15 years. Such PILOT is equal to two percent of Total Project Costs, as defined, in year one and increases by $75 per annum through year 15. Total Project Costs, as defined, are $145,644. The PILOT totaled $3,838, $3,763 and $3,688 for the years ended December 31, 2003, 2002 and 2001, respectively.

        The Company entered into a similar PILOT agreement with the City of Jersey City, New Jersey on its Harborside Plaza 4-A property. The agreement, which commenced in 2000, is for a term of 20 years. The PILOT is equal to two percent of Total Project costs, as defined, and increases by 10 percent in years 7, 10 and 13 and by 50 percent in year 16. Total Project costs, as defined, are $45,497. The PILOT totaled $910, $910 and $891 for the years ended December 31, 2003, 2002 and 2001, respectively.

        Additionally, the Company entered into a similar PILOT agreement with the City of Jersey City, New Jersey on its Harborside Plaza 5 property. The agreement, which commences upon substantial

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completion of the property, as defined, is for a term of 20 years. The PILOT is equal to two percent of Total Project Costs, as defined, and increases by 10 percent in years 7, 10 and 13, and by 50 percent in year 16. Total Project Costs, as defined, are $159,625. The PILOT totaled $3,329, $867 and $0 for the years ended December 31, 2003, 2002 and 2001, respectively.

        On May 8, 2003, an adversary proceeding arising out of the bankruptcy of Broadband Office, Inc. ("BBO") was commenced by BBO and the Official Committee of Unsecured Creditors of BBO ("Plaintiffs") in the United States Bankruptcy Court for the District of Delaware. On August 25, 2003, the Plaintiffs filed an Amended Complaint. As amended, the Complaint names as defendants Mack-Cali Realty, L.P., the chief executive officer of the Company, and certain alleged affiliates of the Company (the "Mack-Cali Defendants"). Also named as defendants are seven other real estate investment trusts or partnerships ("REITs") that invested in BBO and the eight individuals designated by the REITs to serve on the Board of Directors of BBO. Plaintiffs assert, among other things, that the Defendants breached fiduciary duties to BBO, its minority shareholders (other than the REITs) and its creditors by approving a spin-off of BBO's assets to a newly created entity, and approving the sale of BBO's remaining assets to Yipes, Inc., both for allegedly inadequate consideration. Plaintiffs seek an unspecified amount of compensatory and punitive damages in connection with their fiduciary duty claims. In addition, Plaintiffs seek to avoid all payments and other transfers made to Defendants within one year of BBO's bankruptcy filing under various provisions of the Bankruptcy Code, and to obtain "turnover" of certain property under Section 542(b) of the Code. On July 8, 2003, the district court withdrew the reference of this proceeding to the bankruptcy court, and the action is now pending in the United States District Court for the District of Delaware. The Mack-Cali Defendants have denied the claims asserted in the Amended Complaint, and believe they have substantial defenses to the claims asserted against them. The Company does not believe that the ultimate resolution of this matter will have a material adverse effect on the Company's financial condition taken as a whole.

        The Company is a defendant in other litigation arising in the normal course of business activities. Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company.

GROUND LEASE AGREEMENTS

        Future minimum rental payments under the terms of all non-cancelable ground leases under which the Company is the lessee, as of December 31, 2003, are as follows:

Year

  Amount
2004   $ 578
2005     578
2006     578
2007     576
2008     554
2009 through 2080     20,793
   
Total   $ 23,657
   

        Ground lease expense incurred by the Company during the years ended December 31, 2003, 2002 and 2001 amounted to $1,017, $1,346 and $769, respectively.

OTHER

        The Company may not dispose of or distribute certain of its properties, currently comprising 140 properties with an aggregate net book value of approximately $1,809,198, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the

99



Company's Board of Directors; David S. Mack, director; Earle I. Mack, a former director; and Mitchell E. Hersh, chief executive officer and director), the Robert Martin Group (which includes Martin W. Berger, director; Robert F. Weinberg, a former director; and Timothy M. Jones, president) or the Cali Group (which includes John R. Cali, director and John J. Cali, a former director) without the express written consent of a representative of the Mack Group, the Robert Martin Group or the Cali Group, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate Mack Group, Robert Martin Group or Cali Group members for the tax consequences of the recognition of such built-in-gains (collectively, the "Property Lock-Ups"). The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company's Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property. The Property Lock-Ups expire periodically through 2008. Upon the expiration of the Property Lock-Ups, the Company is required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate Mack Group, Robert Martin Group or Cali Group members.

16.   TENANT LEASES

        The Properties are leased to tenants under operating leases with various expiration dates through 2020. Substantially all of the leases provide for annual base rents plus recoveries and escalation charges based upon the tenant's proportionate share of and/or increases in real estate taxes and certain operating costs, as defined, and the pass through of charges for electrical usage.

        Future minimum rentals to be received under non-cancelable operating leases at December 31, 2003 are as follows:

Year

  Amount
2004   $ 488,294
2005     447,618
2006     396,374
2007     340,997
2008     287,717
Thereafter     982,981
   
Total   $ 2,943,981
   

17.   STOCKHOLDERS' EQUITY

        To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the Company may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the Company, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules. To help ensure that the Company will not fail this test, the Company's Articles of Incorporation provide for, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership. Moreover, to evidence compliance with these requirements, the Company must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

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PREFERRED STOCK

        On March 14, 2003, in a publicly registered transaction with a single institutional buyer, the Company completed the sale and issuance of 10,000 shares of eight-percent Series C cumulative redeemable perpetual preferred stock ("Series C Preferred Stock") in the form of 1,000,000 depositary shares ($25 stated value per depositary share). Each depositary share represents 1/100th of a share of Series C Preferred Stock. The Company received net proceeds of approximately $24,836 from the sale. See Note 12: Minority Interest—Preferred Units.

        The Series C Preferred Stock has preference rights with respect to liquidation and distributions over the common stock. Holders of the Series C Preferred Stock, except under certain limited conditions, will not be entitled to vote on any matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Series C Preferred Stock will have the right to elect two additional members to serve on the Company's Board of Directors until dividends have been paid in full. At December 31, 2003, there were no dividends in arrears. The Company may issue unlimited additional preferred stock ranking on a parity with the Series C Preferred Stock but may not issue any preferred stock senior to the Series C Preferred Stock without the consent of two-thirds of its holders. The Series C Preferred Stock is essentially on an equivalent basis in priority with the Preferred Units.

        Except under certain conditions relating to the Company's qualification as a REIT, the Series C Preferred Stock is not redeemable prior to March 14, 2008. On and after such date, the Series C Preferred Stock will be redeemable at the option of the Company, in whole or in part, at $25 per depositary share, plus accrued and unpaid dividends.

COMMON STOCK REPURCHASES

        The Company has a share repurchase program which was authorized by its Board of Directors in September 2000 to purchase up to $150,000 of the Company's outstanding common stock ("Repurchase Program"). During the year ended December 31, 2003, the Company purchased and retired 35,000 shares of its outstanding common stock for an aggregate cost of approximately $1,030. The Company purchased and retired a total of 3,746,400 shares of its outstanding common stock for an aggregate cost of approximately $104,512 from September 2000 through December 31, 2003, with a remaining authorization under the Repurchase Program of $45,488.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

        The Company has a dividend reinvestment and stock purchase plan, which commenced in March 1999.

SHAREHOLDER RIGHTS PLAN

        On June 10, 1999, the Board of Directors of the Company authorized a dividend distribution of one preferred share purchase right ("Right") for each outstanding share of common stock which were distributed to all holders of record of the common stock on July 6, 1999. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A junior participating preferred stock, par value $0.01 per share ("Preferred Shares"), at a price of $100.00 per one one-thousandth of a Preferred Share ("Purchase Price"), subject to adjustment as provided in the rights agreement. The Rights expire on July 6, 2009, unless the expiration date is extended or the Right is redeemed or exchanged earlier by the Company.

        The Rights are attached to each share of common stock. The Rights are generally exercisable only if a person or group becomes the beneficial owner of 15 percent or more of the outstanding common stock or announces a tender offer for 15 percent or more of the outstanding common stock ("Acquiring Person"). In the event that a person or group becomes an Acquiring Person, each holder of a Right

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will have the right to receive, upon exercise, common stock having a market value equal to two times the Purchase Price of the Right.

STOCK OPTION PLANS

        In September 2000, the Company established the 2000 Employee Stock Option Plan ("2000 Employee Plan") and the 2000 Director Stock Option Plan ("2000 Director Plan"). In May 2002, shareholders of the Company approved amendments to both plans to increase the total shares reserved for issuance under both plans from 2,700,000 to 4,350,000 shares (subject to adjustment) of the Company's common stock (from 2,500,000 to 4,000,000 shares under the 2000 Employee Plan and from 200,000 to 350,000 shares under the 2000 Director Plan). In 1994, and as subsequently amended, the Company established the Mack-Cali Employee Stock Option Plan ("Employee Plan") and the Mack-Cali Director Stock Option Plan ("Director Plan") under which a total of 5,380,188 shares (subject to adjustment) of the Company's common stock have been reserved for issuance (4,980,188 shares under the Employee Plan and 400,000 shares under the Director Plan). Stock options granted under the Employee Plan in 1994 and 1995 became exercisable over a three-year period. Stock options granted under the 2000 Employee Plan and those options granted subsequent to 1995 under the Employee Plan become exercisable over a five-year period. All stock options granted under both the 2000 Director Plan and Director Plan become exercisable in one year. All options were granted at the fair market value at the dates of grant and have terms of ten years. As of December 31, 2003 and 2002, the stock options outstanding had a weighted average remaining contractual life of approximately 6.9 and 6.4 years, respectively.

        Information regarding the Company's stock option plans is summarized below:

 
  Shares
Under
Options

  Weighted
Average
Exercise
Price

Outstanding at January 1, 2001   4,633,319   $ 30.14
Granted   1,045,300   $ 28.85
Exercised   (904,401 ) $ 22.87
Lapsed or canceled   (262,332 ) $ 30.47
   
 
Outstanding at December 31, 2001   4,511,886   $ 31.28
Granted      
Exercised   (646,027 ) $ 26.37
Lapsed or canceled   (279,929 ) $ 31.22
   
 
Outstanding at December 31, 2002   3,585,930   $ 32.19
Granted   954,800   $ 28.50
Exercised   (1,421,455 ) $ 33.21
Lapsed or canceled   (129,140 ) $ 30.54
   
 
Outstanding at December 31, 2003   2,990,135   $ 30.56
   
 
Options exercisable at December 31, 2002   2,553,710   $ 33.97
Options exercisable at December 31, 2003   1,688,245   $ 32.30
   
 
Available for grant at December 31, 2002   3,402,853      
Available for grant at December 31, 2003   2,353,483      
   
     

        The weighted average fair value of options granted during 2003 and 2001 were $0.76 and $2.53 per option. The fair value of each significant option grant is estimated on the date of grant using the Black-Scholes model.

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The following weighted average assumptions are included in the Company's fair value calculations of stock options granted in 2003 and 2001:

 
  2003
  2001
 
Expected life (in years)   6   6  
Risk-free interest rate   3.65 % 4.99 %
Volatility   14.02 % 17.26 %
Dividend yield   8.85 % 8.46 %

        There were no stock options granted during 2002.

        The Company recognized stock options expense of $189, $0 and $0 for the years ended December 31, 2003, 2002 and 2001, respectively.

STOCK WARRANTS

        Information regarding the Company's stock warrants ("Stock Warrants"), which enable the holders to purchase an equal number of the Company's common stock at the respective exercise price, is summarized below:

 
  Shares
Under
Warrants

  Weighted
Average
Exercise
Price

Outstanding at January 1, 2001   749,976   $ 35.99
Exercised      
Lapsed or canceled      
   
 
Outstanding at December 31, 2001   749,976   $ 35.99
Exercised   (107,500 ) $ 33.00
Lapsed or canceled      
   
 
Outstanding at December 31, 2002   642,476   $ 36.49
Exercised   (443,226 ) $ 37.41
Lapsed or canceled   (50,000 ) $ 38.75
   
 
Outstanding at December 31, 2003   149,250   $ 33.00
   
 
Exercisable at December 31, 2003   149,250   $ 33.00
   
 

STOCK COMPENSATION

        The Company has granted stock awards to officers, certain other employees, and non-employee members of the Board of Directors of the Company (collectively, "Restricted Stock Awards"), which allow the holders to each receive a certain amount of shares of the Company's common stock generally over a one to five-year vesting period. Certain Restricted Stock Awards are contingent upon the Company meeting certain performance and/or stock price appreciation objectives. All Restricted Stock Awards provided to the officers and certain other employees were granted under the 2000 Employee Plan and Employee Plan. Restricted Stock Awards granted to directors were granted under the 2000 Director Plan.

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        Information regarding the Restricted Stock Awards is summarized below:

 
  Shares
 
Outstanding at January 1, 2001   136,107  
Granted   94,934  
Vested   (25,354 )
Canceled   (7,408 )
   
 
Outstanding at December 31, 2001   198,279  
Granted    
Vested   (44,543 )
Canceled    
   
 
Outstanding at December 31, 2002   153,736  
Granted   225,549  
Vested   (97,916 )
Canceled   (500 )
   
 
Outstanding at December 31, 2003   280,869  
   
 

        Included in the 225,549 Restricted Stock Awards granted in 2003 were:

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS

        The Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units. The deferred stock units are convertible into an equal number of shares of common stock upon the directors' termination of service from the Board of Directors or a change in control of the Company, as defined in the plan. Deferred stock units are credited to each director quarterly using the closing price of the Company's common stock on the applicable dividend record date for the respective quarter. Each participating director's account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

        During the years ended December 31, 2003, 2002 and 2001, 6,256, 5,324 and 5,446 deferred stock units were earned, respectively. As of December 31, 2003 and 2002, there were 23,131 and 16,852 director stock units outstanding, respectively.

EARNINGS PER SHARE

        Basic EPS excludes dilution and is computed by dividing net income available to common stockholders 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.

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        The following information presents the Company's results for the years ended December 31, 2003, 2002 and 2001 in accordance with FASB No. 128:

 
  Year Ended December 31,
 
Computation of Basic EPS

 
  2003
  2002
  2001
 
Income from continuing operations   $ 139,694   $ 137,604   $ 140,782  
Deduct:                    
  Preferred stock dividends     (1,672 )        
Add:                    
  Realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net         2,416     (10,402 )
   
 
 
 
Income from continuing operations available to common shares     138,022     140,020     130,380  
Income from discontinued operations     3,359     (298 )   1,279  
   
 
 
 
Net income available to common shareholders   $ 141,381   $ 139,722   $ 131,659  
   
 
 
 
Weighted average common shares     57,724     57,227     56,538  
   
 
 
 

Basic EPS:

 

 

 

 

 

 

 

 

 

 
Income from continuing operations   $ 2.39   $ 2.45   $ 2.31  
Income from discontinued operations     0.06     (0.01 )   0.02  
   
 
 
 
Net income available to common shareholders   $ 2.45   $ 2.44   $ 2.33  
   
 
 
 
 
  Year Ended December 31,
Computation of Diluted EPS

  2003
  2002
  2001
Income from continuing operations available to common shareholders   $ 138,022   $ 140,020   $ 130,380
Add:                  
  Income from continuing operations attributable to Operating Partnership — common units     18,654     19,308     18,351
  Income from continuing operations attributable to Operating Partnership — Preferred Units            
   
 
 
Income from continuing operations for diluted earnings per share     156,676     159,328     148,731
Income from discontinued operations for diluted earnings per share     3,812     (337 )   1,459
   
 
 
Net income available to common shareholders   $ 160,488   $ 158,991   $ 150,190
   
 
 
Weighted average common shares     65,990     65,427     64,775
   
 
 

Diluted EPS:

 

 

 

 

 

 

 

 

 
Income from continuing operations   $ 2.37   $ 2.44   $ 2.30
Income from discontinued operations     0.06     (0.01 )   0.02
   
 
 
Net income available to common shareholders   $ 2.43   $ 2.43   $ 2.32
   
 
 

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        The following schedule reconciles the shares used in the basic EPS calculation to the shares used in the diluted EPS calculation:

 
  Year Ended December 31,
 
  2003
  2002
  2001
Basic EPS Shares   57,724   57,227   56,538
Add:            
  Operating Partnership — common units   7,802   7,882   7,957
  Operating Partnership — Preferred Units (after conversion to common units)      
  Stock options   441   302   270
  Restricted Stock Awards   10   14   10
  Stock Warrants   13   2  
   
 
 
Diluted EPS Shares   65,990   65,427   64,775
   
 
 

        Not included in the computations of diluted EPS were 738,003, 1,534,775 and 2,174,241 stock options; 0, 642,476 and 749,976 Stock Warrants; 6,219,001, 6,288,008 and 6,359,019 Series B Preferred Units and 0, 0 and 2,000,000 Unit Warrants, as such securities were anti-dilutive during the years ended December 31, 2003, 2002 and 2001, respectively. Unvested restricted stock outstanding as of December 31, 2003, 2002 and 2001 were 280,869, 153,736 and 198,279, respectively.

        Through December 31, 2003, under the Repurchase Program, the Company purchased for constructive retirement, a total of 5,615,600 shares of its outstanding common stock for an aggregate cost of approximately $157,074.

18.   SEGMENT REPORTING

        The Company operates in one business segment—real estate. The Company provides leasing, management, acquisition, development, construction and tenant-related services for its portfolio. The Company does not have any foreign operations. The accounting policies of the segments are the same as those described in Note 2, excluding straight-line rent adjustments and depreciation and amortization.

        The Company evaluates performance based upon net operating income from the combined properties in the segment.

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        Selected results of operations for the years ended December 31, 2003, 2002 and 2001 and selected asset information as of December 31, 2003 and 2002 regarding the Company's operating segment are as follows:

 
  Total Segment
  Corporate & Other(e)
  Total Company
 
Total contract revenues (a)                    
  2003   $ 568,020   $ 4,920   $ 572,940 (f)
  2002     553,057     1,026     554,083 (g)
  2001     556,542     1,079     557,621 (h)
Total operating and interest expenses (b):                    
  2003   $ 181,674   $ 148,832   $ 330,506 (i)
  2002     167,744     130,487     298,231 (j)
  2001     176,588     133,783     310,371 (k)
Equity in earnings of unconsolidated joint ventures (net of minority interest):                    
  2003   $ 11,873   $   $ 11,873  
  2002     9,149     3,858     13,007  
  2001     7,652     241     7,893  
Net operating income (c):                    
  2003   $ 398,219   $ (143,912 ) $ 254,307 (f)(i)
  2002     394,462     (125,603 )   268,859 (g)(j)
  2001     387,606     (132,463 )   255,143 (h)(k)
Total assets:                    
  2003   $ 3,656,127   $ 93,443   $ 3,749,570  
  2002     3,761,665     34,764     3,796,429  
Total long-lived assets (d):                    
  2003   $ 3,526,624   $ 5,234   $ 3,531,858  
  2002     3,648,390     5,254     3,653,644  

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19.   RELATED PARTY TRANSACTIONS

        William L. Mack, Chairman of the Board of Directors of the Company ("W. Mack"), is a principal in the Apollo real estate funds, which owned approximately a 7.5 percent interest in Insignia/ESG, Inc. ("Insignia"), a publicly-traded commercial leasing and real estate services company. The interest in Insignia was subsequently disposed of in 2003. Prior to 2003, the Company paid Insignia commissions on numerous leasing transactions, as well as for the sale of five of its properties. The Company paid commissions to Insignia amounting to approximately $1,975 and $2,750 for the years ended December 31, 2002 and 2001, respectively. In addition, American Financial Exchange, an unconsolidated joint venture in which the Company had a 50 percent interest, paid Insignia approximately $1,305 in commissions for the year ended December 31, 2001. The Company had engaged Insignia as its exclusive leasing agent at Harborside Financial Center through late 2002. Additionally, an affiliate of Insignia leased 40,504 square feet at one of the Company's office properties, which was sold by the Company in May 2002. The Company recognized $386 and $836, respectively, in revenue under this lease for the years ended December 31, 2002 and 2001, and had no accounts receivable as of December 31, 2002 and 2001.

        W. Mack, David S. Mack, a director of the Company, and Earle I. Mack, a former director of the Company ("E. Mack"), are the executive officers, directors and stockholders of a corporation that entered into a lease in 2000 at one of the Company's office properties for approximately 7,801 square feet, which is scheduled to expire in November 2006. The Company has recognized $218, $220 and $217 in revenue under this lease for the years ended December 31, 2003, 2002 and 2001, respectively, and had accounts receivable of $0 and $1, respectively, from the corporation as of December 31, 2003 and 2002.

        The Company has conducted business with certain entities ("RMC Entity" or "RMC Entities"), whose principals include Timothy M. Jones, Martin S. Berger and Robert F. Weinberg, each of whom are affiliated with the Company as the president of the Company, a current member of the Board of Directors and a former member of the Board of Directors of the Company. In connection with the Company's acquisition of 65 Class A properties from The Robert Martin Company ("Robert Martin") on January 31, 1997, as subsequently modified, the Company granted Robert Martin the right to designate one seat on the Company's Board of Directors ("RM Board Seat"), which right has since expired. Robert Martin designated Martin S. Berger and Robert F. Weinberg to jointly share the RM Board Seat, as follows: Mr. Weinberg served as a member of the Board of Directors of the Company from 1997 until December 1, 1998, at which time Mr. Weinberg resigned and Mr. Berger was appointed to serve in such capacity. Mr. Berger served as a member of the Board of Directors of the Company from December 1, 1998 until March 6, 2001, at which time Mr. Berger resigned and Mr. Weinberg was appointed to serve in such capacity until the Company's 2003 annual meeting of stockholders. The Company elected to nominate for re-election to its Board of Directors Mr. Berger at the Company's 2003 annual meeting of stockholders. Mr. Berger was elected to the Board of Directors and Mr. Berger and Mr. Weinberg have agreed that the seat will be rotated among Mr. Berger and Mr. Weinberg annually commencing at the annual meeting of stockholders expected to be held on May 20, 2004.

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Upon the death of Mr. Berger or Mr. Weinberg, the surviving person shall solely fill the remainder of the term of the RM Board Seat. Such business was as follows:

(1)
The Company had engaged RMC Entities to perform management, leasing and construction-related services for certain of the Company's properties. The Company paid these RMC Entities $0, $23 and $77 for such services for the years ended December 31, 2003, 2002 and 2001, respectively.

(2)
In separate transactions, the Company acquired properties from RMC Entities in 2001 and 2002, as follows:

(a)
On August 3, 2001, the Company acquired two office/flex properties aggregating 168,177 square feet located in Hawthorne, Westchester County, New York, for a total cost of approximately $14,846; and

(b)
On September 13, 2001, the Company acquired approximately five acres of developable land located in Elmsford, Westchester County, New York for approximately $1,000. The Company constructed on the acquired land a fully pre-leased 33,000 square-foot office/flex building, which commenced initial operations in April 2002.

(c)
On June 12, 2002, the Company acquired three land parcels located in Hawthorne and Yonkers, Westchester County, New York in one transaction for a total cost of approximately $2,600.

(3)
The Company had a loan payable of $500 to an RMC Entity in connection with the Company's acquisition in May 1999 of 2.5 acres of land, which the Company acquired for a total cost of approximately $2,200, of which $1,500 was paid in cash. The loan required quarterly payments of interest only at an annual interest rate of 10.5 percent. The Company repaid the loan in full in October 2002 and incurred $43 and $53 in interest expense for the years ended December 2002 and 2001, respectively, in connection with the loan.

(4)
The Company provides management, leasing and construction-related services to properties in which RMC Entities have an ownership interest. The Company recognized approximately $1,831, $2,024 and $2,072 in revenue from RMC Entities for the years ended December 31, 2003, 2002 and 2001, respectively. As of December 31, 2003 and 2002, respectively, the Company had no accounts receivable from RMC Entities.

(5)
An RMC Entity leases space at one of the Company's office properties for approximately 3,330 square feet, which carries a month-to-month term. The Company has recognized $89, in revenue under this lease for each of the three years ended December 31, 2003, 2002 and 2001, and had no accounts receivable due from the RMC Entity, as of December 31, 2003 and 2002.

        Mr. Berger holds a 24 percent interest, acts as chairman and chief executive officer, Mr. Weinberg also holds a 24 percent interest and is a director, and W. Mack holds a nine percent interest and is director of City and Suburban Federal Savings Bank and/or one of its affiliates, which leases a total of 15,879 square feet of space at two of the Company's office properties, comprised of 3,037 square feet scheduled to expire in June 2008 and 12,842 square feet scheduled to expire in April 2013. The Company has recognized $429, $306 and $295 in revenue under the leases for the years ended December 31, 2003, 2002 and 2001, respectively, and had no accounts receivable from the company as of December 31, 2003 and 2002.

        Vincent Tese, a director of the Company, is also currently a director of Cablevision, Inc. who, through its affiliates, leases an aggregate of 58,885 square feet of office space, as well as has several telecom licensing agreements at the Company's properties. The Company recognized approximately $1,645, $1,464 and $1,101 in total revenue from affiliates of Cablevision for the years ended

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December 31, 2003, 2002 and 2001, respectively, and had accounts receivable of $0 and $7, respectively, as of December 31, 2003 and 2002.

        W. Mack and Vincent Tese are both currently members of the Board of Directors of Bear, Stearns & Co. Inc. Roy Zuckerberg, a director of the Company, is also currently on the Board of Directors of Goldman Sachs & Co. Bear Stearns and Goldman Sachs have both acted as underwriters on several of the Operating Partnership's previously-completed public debt offerings.

        The son of Mr. Berger, a former officer of the Company, served as an officer and continues to have a financial interest in a company which provides cleaning and other related services to certain of the Company's properties. The Company has incurred costs from this company of approximately $6,177, $5,648 and $4,674 for the years ended December 31, 2003, 2002 and 2001, respectively. As of December 31, 2003 and 2002, respectively, the Company had accounts payable of approximately $1 and $0 to this company.

        Pursuant to an agreement between the Company and certain members and associates of the Cali family executed June 27, 2000, John J. Cali was to serve as the Chairman Emeritus and a Board member of the Company, and as a consultant to the Company and was paid an annual salary of $150 from June 27, 2000 through June 27, 2003. Additionally, the Company provides office space and administrative support to John J. Cali, Angelo Cali, his brother, and Ed Leshowitz, his business partner. Such services are in effect from June 27, 2000 through June 27, 2004.

20.   IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS

SFAS No. 145

        In April 2002, the Financial Accounting Standards Board ("FASB") issued FASB No. 145, Rescission of SFAS No. 4, 44, and 64, Amendment of FASB No. 13 and Technical Corrections. This statement eliminates the requirement to report gains and losses from extinguishment of debt as extraordinary unless they meet the criteria of APB Opinion No. 30. Debt extinguishments that were classified as extraordinary in prior periods presented that do not meet the criteria of APB Opinion 30 shall be reclassified. FASB No. 145 is effective for fiscal years beginning after May 15, 2002. As of January 1, 2003, the Company adopted FASB No. 145, and recorded the costs associated with the early retirement of debt in continuing operations as "loss on early retirement of debt, net" in 2003.

FASB Interpretation No. 45

        In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45"), which changes the accounting for, and disclosure of certain guarantees. Beginning with transactions entered into after December 31, 2002, certain guarantees are to be recorded at fair value, which is different from prior practice, under which a liability was recorded only when a loss was probable and reasonably estimable. In general, the change applies to contracts or indemnification agreements that contingently require the Company to make payments to a guaranteed third-party based on changes in an underlying asset, liability, or an equity security of the guaranteed party. The adoption of FIN 45 on January 1, 2003 did not have a material effect on the Company's financial statements.

FASB Interpretation No. 46

        On January 17, 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"), the primary objective of which is to provide guidance on the identification of entities for which control is achieved through means other than voting rights ("variable interest entities" or "VIEs") and to determine when and which business enterprise should consolidate the VIE (the "primary beneficiary"). In December 2003, the FASB issued a revised FIN 46 which modifies and

110



clarifies various aspects of the original Interpretation. 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 of are conducted on behalf of an investor with a disproportionately small voting interest. In addition, FIN 46 requires additional disclosures.

        FIN 46 is effective immediately for VIEs created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. Subsequent to January 31, 2003, the Company has not created or obtained an interest in a VIE. For variable interests in a VIE created or obtained prior to February 1, 2003, FIN 46 is effective for periods ending after March 15, 2004. The Company is still evaluating the potential impact of the adoption of FIN 46 on the Company's financial statements for its investments in unconsolidated joint ventures created or obtained prior to February 1, 2003.

FASB No. 150

        In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristic of both Liabilities and Equity. FASB No. 150 establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). In particular, it requires that mandatorily redeemable financial instruments be classified as liabilities and reported at fair value and that changes in their fair values be reported as interest cost.

        This statement was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective for the Company as of July 1, 2003. On November 7, 2003, the FASB indefinitely deferred the classification and measurement provisions of FASB No. 150 as they apply to certain mandatorily redeemable non-controlling interests. This deferral is expected to remain in effect while these provisions are further evaluated by the FASB. Based on the FASB's deferral of this provision, the adoption of FASB No. 150 did not have an impact on the Company's financial statements.

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21.   CONDENSED QUARTERLY FINANCIAL INFORMATION (unaudited)

        The following summarizes the condensed quarterly financial information for the Company:

Quarter Ended 2003:

  December 31
  September 30
  June 30
  March 31
 
Total revenues   $ 147,603   $ 146,671   $ 144,659   $ 147,313  
   
 
 
 
 
Operating and other expenses     46,326     45,173     43,247     46,716  
General and administrative     9,149     8,651     6,908     6,753  
Depreciation and amortization     31,581     29,348     29,183     29,045  
Interest expense     29,167     28,911     28,722     29,511  
Interest income     (264 )   (244 )   (265 )   (327 )
Loss on early retirement of debt, net             970     1,402  
   
 
 
 
 
  Total expenses     115,959     111,839     108,765     113,100  
   
 
 
 
 
Income from continuing operations before minority interest and equity in earnings in unconsolidated joint ventures     31,644     34,832     35,894     34,213  
   
 
 
 
 
Minority interest in Operating Partnership     (7,123 )   (7,529 )   (7,655 )   (7,563 )
Equity in earnings of unconsolidated joint ventures (net of minority interest), net     623     3,151     6,005     2,094  
Gain on sale of investment in unconsolidated joint ventures (net of minority interest)     716     20,392          
   
 
 
 
 
Income before continuing operation     25,860     50,846     34,244     28,744  
Discontinued operations (net of minority interest):                          
  Income (loss) from discontinued operations     105     46     16     72  
  Realized gains on disposition of rental property     1,955             1,165  
   
 
 
 
 
Total discontinued operations, net     2,060     46     16     1,237  
Realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net                  
   
 
 
 
 
Net income     27,920     50,892     34,260     29,981  
  Preferred stock dividends     (500 )   (500 )   (672 )    
   
 
 
 
 
Net income available to common shareholders   $ 27,420   $ 50,392   $ 33,588   $ 29,981  
   
 
 
 
 
Basic earning per share:                          
Income from continuing operations   $ 0.44   $ 0.87   $ 0.58   $ 0.50  
Discontinued operations     0.03             0.02  
   
 
 
 
 
Net income available to common shareholders   $ 0.47   $ 0.87   $ 0.58   $ 0.52  
   
 
 
 
 
Diluted earnings per share:                          
Income from continuing operations   $ 0.43   $ 0.84   $ 0.58   $ 0.50  
Discontinued operations     0.04             0.02  
   
 
 
 
 
Net income available to common shareholders   $ 0.47   $ 0.84   $ 0.58   $ 0.52  
   
 
 
 
 
Dividends declared per common share   $ 0.63   $ 0.63   $ 0.63   $ 0.63  
   
 
 
 
 

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Quarter Ended 2002:

  December 31
  September 30
  June 30
  March 31
 
Total revenues   $ 139,880   $ 141,669   $ 140,108   $ 141,955  
   
 
 
 
 
Operating and other expenses     42,705     41,356     40,591     41,080  
General and administrative     6,885     5,509     7,885     6,698  
Depreciation and amortization     28,910     27,592     27,507     23,940  
Interest expense     29,439     26,429     25,596     26,359  
Interest income     (775 )   (741 )   (446 )   (339 )
   
 
 
 
 
  Total expenses     107,164     100,145     101,133     97,738  
   
 
 
 
 
Income from continuing operations before minority interest and equity in earnings in unconsolidated joint ventures     32,716     41,524     38,975     44,217  
   
 
 
 
 
Minority interest in Operating Partnership     (7,379 )   (8,433 )   (8,134 )   (8,889 )
Equity in earnings of unconsolidated joint ventures (net of minority interest), net     3,977     1,941     8,234     (1,145 )
   
 
 
 
 
Income before continuing operation     29,314     35,032     39,075     34,183  
Discontinued operations (net of minority interest):                          
  Income (loss) from discontinued operations     482     (1,201 )   215     206  
   
 
 
 
 
Total discontinued operations, net     482     (1,201 )   215     206  
Realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net     40     401     (4,251 )   6,226  
   
 
 
 
 
Net income     29,836     34,232     35,039     40,615  
  Preferred stock dividends                  
   
 
 
 
 
Net income available to common shareholders   $ 29,836   $ 34,232   $ 35,039   $ 40,615  
   
 
 
 
 
Basic earning per share:                          
Income from continuing operations   $ 0.51   $ 0.62   $ 0.61   $ 0.71  
Discontinued operations     0.01     (0.02 )       0.01  
   
 
 
 
 
Net income available to common shareholders   $ 0.52   $ 0.60   $ 0.61   $ 0.72  
   
 
 
 
 
Diluted earnings per share:                          
Income from continuing operations   $ 0.51   $ 0.61   $ 0.61   $ 0.70  
Discontinued operations     0.01     (0.02 )        
   
 
 
 
 
Net income available to common shareholders   $ 0.52   $ 0.59   $ 0.61   $ 0.70  
   
 
 
 
 
Dividends declared per common share   $ 0.63   $ 0.63   $ 0.62   $ 0.62  
   
 
 
 
 

113


SCHEDULE III


MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried at Close of Period (a)
   
 
   
   
   
  Initial Costs
   
   
 
   
   
   
  Costs Capitalized Subsequent to Acquisition
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation

ATLANTIC COUNTY, NEW JERSEY                            
Egg Harbor                                        
100 Decadon Drive (O)   1987   1995     300   3,282   392   300   3,674   3,974   812
200 Decadon Drive (O)   1991   1995     369   3,241   459   369   3,700   4,069   766

BERGEN COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Fair Lawn                                        
17-17 Rte 208 North (O)   1987   1995     3,067   19,415   2,352   3,067   21,767   24,834   4,994
Fort Lee                                        
One Bridge Plaza (O)   1981   1996     2,439   24,462   2,803   2,439   27,265   29,704   5,302
2115 Linwood Avenue (O)   1981   1998     474   4,419   4,992   474   9,411   9,885   1,811
Little Ferry                                        
200 Riser Road (O)   1974   1997   10,030   3,888   15,551   246   3,888   15,797   19,685   2,382
Montvale                                        
95 Chestnut Ridge Road (O)   1975   1997   2,135   1,227   4,907   718   1,227   5,625   6,852   882
135 Chestnut Ridge Road (O)   1981   1997     2,587   10,350   2,311   2,587   12,661   15,248   2,198
Paramus                                        
15 East Midland Avenue (O)   1988   1997   24,790   10,375   41,497   71   10,375   41,568   51,943   6,278
461 From Road (O)   1988   1997   35,000   13,194   52,778   243   13,194   53,021   66,215   8,002
650 From Road (O)   1978   1997   23,316   10,487   41,949   4,447   10,487   46,396   56,883   7,150
140 Ridgewood Avenue (O)   1981   1997   15,392   7,932   31,463   1,716   7,932   33,179   41,111   4,779
61 South Paramus Avenue (O)   1985   1997   15,776   9,005   36,018   5,162   9,005   41,180   50,185   7,120
Rochelle Park                                        
120 Passaic Street (O)   1972   1997     1,354   5,415   102   1,357   5,514   6,871   833
365 West Passaic Street (O)   1976   1997   7,468   4,148   16,592   2,536   4,148   19,128   23,276   3,276
Upper Saddle River                                        
1 Lake Street (O)   1994   1997   35,789   13,952   55,812   6   13,952   55,818   69,770   8,434
10 Mountainview Road (O)   1986   1998     4,240   20,485   374   4,240   20,859   25,099   3,410
Woodcliff Lake                                        
400 Chestnut Ridge Road (O)   1982   1997   10,374   4,201   16,802   4,364   4,201   21,166   25,367   2,544
470 Chestnut Ridge Road (O)   1987   1997   4,087   2,346   9,385   2   2,346   9,387   11,733   1,418
530 Chestnut Ridge Road (O)   1986   1997   4,032   1,860   7,441   3   1,860   7,444   9,304   1,125
300 Tice Boulevard (O)   1991   1996     5,424   29,688   2,945   5,424   32,633   38,057   5,850
50 Tice Boulevard (O)   1984   1994   13,829   4,500     27,027   4,500   27,027   31,527   14,094

BURLINGTON COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Burlington                                        
3 Terri Lane (F)   1991   1998     652   3,433   1,101   658   4,528   5,186   755
5 Terri Lane (F)   1992   1998     564   3,792   1,823   569   5,610   6,179   1,005
Moorestown                                        
2 Commerce Drive (F)   1986   1999     723   2,893   59   723   2,952   3,675   294
101 Commerce Drive (F)   1988   1998     422   3,528   298   426   3,822   4,248   740
102 Commerce Drive (F)   1987   1999     389   1,554   59   389   1,613   2,002   164
201 Commerce Drive (F)   1986   1998     254   1,694   232   258   1,922   2,180   308
202 Commerce Drive (F)   1988   1999     490   1,963   52   490   2,015   2,505   204
1 Executive Drive (F)   1989   1998     226   1,453   216   228   1,667   1,895   343
2 Executive Drive (F)   1988   2000     801   3,206   250   801   3,456   4,257   383
101 Executive Drive (F)   1990   1998     241   2,262   311   244   2,570   2,814   505
102 Executive Drive (F)   1990   1998     353   3,607   323   357   3,926   4,283   719
225 Executive Drive (F)   1990   1998     323   2,477   226   326   2,700   3,026   489
97 Foster Road (F)   1982   1998     208   1,382   145   211   1,524   1,735   251
1507 Lancer Drive (F)   1995   1998     119   1,106   44   120   1,149   1,269   181
1510 Lancer Drive (F)   1998   1998     732   2,928   41   735   2,966   3,701   407
840 North Lenola Road (F)   1995   1998     329   2,366   202   333   2,564   2,897   459
844 North Lenola Road (F)   1995   1998     239   1,714   112   241   1,824   2,065   287
915 North Lenola Road (F)   1998   2000     508   2,034   226   508   2,260   2,768   234
1245 North Church Street (F)   1998   2001     691   2,810   17   691   2,827   3,518   187
1247 North Church Street (F)   1998   2001     805   3,269   17   805   3,286   4,091   218
1256 North Church (F)   1984   1998     354   3,098   368   357   3,463   3,820   668
224 Strawbridge Drive (O)   1984   1997     766   4,335   3,286   766   7,621   8,387   2,128

114


SCHEDULE III (continued)

MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried at Close of Period (a)
   
 
   
   
   
  Initial Costs
   
   
 
   
   
   
  Costs Capitalized Subsequent to Acquisition
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation

228 Strawbridge Drive (O)   1984   1997     766   4,334   3,007   766   7,341   8,107   2,105
2 Twosome Drive (F)   2000   2001     701   2,807   18   701   2,825   3,526   188
30 Twosome Drive (F)   1997   1998     234   1,954   66   236   2,018   2,254   341
31 Twosome Drive (F)   1998   2001     815   3,276   102   815   3,378   4,193   244
40 Twosome Drive (F)   1996   1998     297   2,393   87   301   2,476   2,777   400
41 Twosome Drive (F)   1998   2001     605   2,459   12   605   2,471   3,076   181
50 Twosome Drive (F)   1997   1998     301   2,330   89   304   2,416   2,720   410
West Deptford                                        
1451 Metropolitan Drive (F)   1996   1998     203   1,189   30   206   1,216   1,422   203

ESSEX COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Millburn                                        
150 J.F. Kennedy Parkway (O)   1980   1997   23,592   12,606   50,425   6,772   12,606   57,197   69,803   8,242
Roseland                                        
101 Eisenhower Parkway (O)   1980   1994     228     15,170   228   15,170   15,398   8,603
103 Eisenhower Parkway (O)   1985   1994         13,816   2,300   11,516   13,816   5,657
105 Eisenhower Parkway (O)   2001   2001     4,430   42,898   1,836   3,835   45,329   49,164   3,527

HUDSON COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Jersey City                                        
Harborside Financial Center Plaza 1 (O)   1983   1996     3,923   51,013     3,923   51,013   54,936   9,140
Harborside Financial Center Plaza 2 (O)   1990   1996   76,801   17,655   101,546   10,205   15,040   114,366   129,406   20,343
Harborside Financial Center Plaza 3 (O)   1990   1996   76,802   17,655   101,878   9,874   15,040   114,367   129,407   20,344
Harborside Financial Center Plaza 4A (O)   2000   2000     1,244   56,144   7,745   1,244   63,889   65,133   5,583
Harborside Financial Center Plaza 5 (O)   2002   2002     6,218   170,682   35,496   5,705   206,691   212,396   4,621

MERCER COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Hamilton Township                            
100 Horizon Drive (F)   1989   1995     205   1,676   618   222   2,277   2,499   421
200 Horizon Drive (F)   1991   1995     205   3,027   807   255   3,784   4,039   709
300 Horizon Drive (F)   1989   1995     379   4,355   1,323   429   5,628   6,057   1,151
500 Horizon Drive (F)   1990   1995     379   3,395   1,316   394   4,696   5,090   919
600 Horizon Drive (F)   2002   2002       7,549   248   282   7,515   7,797   204
Princeton                                        
103 Carnegie Center (O)   1984   1996     2,566   7,868   1,001   2,566   8,869   11,435   1,997
100 Overlook Center (O)   1988   1997     2,378   21,754   1,736   2,378   23,490   25,868   3,736
5 Vaughn Drive (O)   1987   1995     657   9,800   1,266   657   11,066   11,723   2,423

MIDDLESEX COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
East Brunswick                                        
377 Summerhill Road (O)   1977   1997     649   2,594   252   649   2,846   3,495   429
Plainsboro                                        
500 College Road East (O)   1984   1998     614   20,626   399   614   21,025   21,639   3,094
South Brunswick                                        
3 Independence Way (O)   1983   1997     1,997   11,391   434   1,997   11,825   13,822   1,988
Woodbridge                                        
581 Main Street (O)   1991   1997   17,500   3,237   12,949   19,810   8,115   27,881   35,996   3,962

MONMOUTH COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Neptune                                        
3600 Route 66 (O)   1989   1995     1,098   18,146   1,255   1,098   19,401   20,499   3,724
Wall Township                                        
1305 Campus Parkway (O)   1988   1995     335   2,560   123   335   2,683   3,018   605
1325 Campus Parkway (F)   1988   1995     270   2,928   567   270   3,495   3,765   741
1340 Campus Parkway (F)   1992   1995     489   4,621   652   489   5,273   5,762   1,310
1345 Campus Parkway (F)   1995   1997     1,023   5,703   864   1,023   6,567   7,590   1,136

115


SCHEDULE III (continued)

MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried at Close of Period (a)
   
 
   
   
   
  Initial Costs
   
   
 
   
   
   
  Costs Capitalized Subsequent to Acquisition
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation

1350 Campus Parkway (O)   1990   1995     454   7,134   1,227   454   8,361   8,815   1,832
1433 Highway 34 (F)   1985   1995     889   4,321   1,154   889   5,475   6,364   1,411
1320 Wyckoff Avenue (F)   1986   1995     255   1,285   61   255   1,346   1,601   263
1324 Wyckoff Avenue (F)   1987   1995     230   1,439   126   230   1,565   1,795   363

MORRIS COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Florham Park                                        
325 Columbia Parkway (O)   1987   1994     1,564     15,554   1,564   15,554   17,118   7,481
Morris Plains                                        
250 Johnson Road (O)   1977   1997     2,004   8,016   574   2,004   8,590   10,594   1,464
201 Littleton Road (O)   1979   1997     2,407   9,627   751   2,407   10,378   12,785   1,534
Morris Township                                        
340 Mt. Kemble Avenue (O)   1985   1997   32,178   13,624   54,496   40   13,624   54,536   68,160   8,240
Parsippany                                        
4 Campus Drive (O)   1983   2001     5,213   20,984   466   5,213   21,450   26,663   1,471
6 Campus Drive (O)   1983   2001     4,411   17,796   539   4,411   18,335   22,746   1,278
7 Campus Drive (O)   1982   1998     1,932   27,788   107   1,932   27,895   29,827   4,103
8 Campus Drive (O)   1987   1998     1,865   35,456   1,606   1,865   37,062   38,927   5,758
9 Campus Drive (O)   1983   2001     3,277   11,796   16,508   5,842   25,739   31,581   1,371
2 Dryden Way (O)   1990   1998     778   420   13   778   433   1,211   72
4 Gatehall Drive (O)   1988   2000     8,452   33,929   586   8,452   34,515   42,967   3,167
2 Hilton Court (O)   1991   1998     1,971   32,007   1,479   1,971   33,486   35,457   4,911
1633 Littleton Road (O)   1978   2002     2,283   9,550   163   2,355   9,641   11,996   277
600 Parsippany Road (O)   1978   1994     1,257   5,594   1,276   1,257   6,870   8,127   1,807
1 Sylvan Way (O)   1989   1998     1,689   24,699   394   1,021   25,761   26,782   4,560
5 Sylvan Way (O)   1989   1998     1,160   25,214   1,181   1,160   26,395   27,555   3,986
7 Sylvan Way (O)   1987   1998     2,084   26,083   2,092   2,084   28,175   30,259   3,881

PASSAIC COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Clifton                                        
777 Passaic Avenue (O)   1983   1994         7,289   1,100   6,189   7,289   3,067
Totowa                                        
1 Center Court (F)   1999   1999     270   1,824   713   270   2,537   2,807   535
2 Center Court (F)   1998   1998     191     2,603   191   2,603   2,794   728
11 Commerce Way (F)   1989   1995     586   2,986   272   586   3,258   3,844   770
20 Commerce Way (F)   1992   1995     516   3,108   (56 ) 516   3,052   3,568   659
29 Commerce Way (F)   1990   1995     586   3,092   1,055   586   4,147   4,733   924
40 Commerce Way (F)   1987   1995     516   3,260   438   516   3,698   4,214   1,047
45 Commerce Way (F)   1992   1995     536   3,379   197   536   3,576   4,112   849
60 Commerce Way (F)   1988   1995     526   3,257   368   526   3,625   4,151   807
80 Commerce Way (F)   1996   1996     227     1,675   227   1,675   1,902   702
100 Commerce Way (F)   1996   1996     226     1,674   226   1,674   1,900   702
120 Commerce Way (F)   1994   1995     228     1,211   228   1,211   1,439   252
140 Commerce Way (F)   1994   1995     229     1,212   229   1,212   1,441   252
999 Riverview Drive (O)   1988   1995     476   6,024   671   476   6,695   7,171   1,450
Wayne                                        
201 Willowbrook Boulevard (O)   1970   1997       3,103   12,410   5,183   3,103   17,593   20,696   2,327

SOMERSET COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Basking Ridge                                        
106 Allen Road (O)   2000   2000     3,853   14,465   2,329   3,457   17,190   20,647   2,001
222 Mt. Airy Road (O)   1986   1996   3,386   775   3,636   17   775   3,653   4,428   677
233 Mt. Airy Road (O)   1987   1996     1,034   5,033   1,646   1,034   6,679   7,713   1,252
Bridgewater                                        
721 Route 202/206 (O)   1989   1997   23,000   6,730   26,919   634   6,730   27,553   34,283   4,297

116


SCHEDULE III (continued)

MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried at Close of Period (a)
   
 
   
   
   
  Initial Costs
   
   
 
   
   
   
  Costs Capitalized Subsequent to Acquisition
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation


UNION COUNTY, NEW JERSEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Clark                                        
100 Walnut Avenue (O)   1985   1994         18,812   1,822   16,990   18,812   8,919
Cranford                                        
6 Commerce Drive (O)   1973   1994     250     2,898   250   2,898   3,148   1,899
11 Commerce Drive (O)   1981   1994     470     6,159   470   6,159   6,629   3,533
12 Commerce Drive (O)   1967   1997     887   3,549   1,452   887   5,001   5,888   772
14 Commerce Drive (O)   1971   2003     1,283   6,344   5   1,283   6,349   7,632   43
20 Commerce Drive (O)   1990   1994     2,346     22,307   2,346   22,307   24,653   9,019
25 Commerce Drive (O)   1971   2002     1,520   6,186   61   1,520   6,247   7,767   234
65 Jackson Drive (O)   1984   1994     541     7,127   541   7,127   7,668   3,675
New Providence                                        
890 Mountain Road (O)   1977   1997     2,796   11,185   4,573   3,765   14,789   18,554   2,210

DUTCHESS COUNTY, NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Fishkill                                        
300 South Lake Drive (O)   1987   1997     2,258   9,031   983   2,258   10,014   12,272   1,556

NASSAU COUNTY, NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 
North Hempstead                                        
600 Community Drive (O)   1983   1997     11,018   44,070   540   11,018   44,610   55,628   6,727
111 East Shore Road (O)   1980   1997     2,093   8,370   365   2,093   8,735   10,828   1,309

ROCKLAND COUNTY, NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Suffern                                        
400 Rella Boulevard (O)   1988   1995     1,090   13,412   3,037   1,090   16,449   17,539   3,887

WESTCHESTER COUNTY, NEW YORK

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Elmsford                                        
11 Clearbrook Road (F)   1974   1997     149   2,159   237   149   2,396   2,545   410
75 Clearbrook Road (F)   1990   1997     2,314   4,716   5   2,314   4,721   7,035   816
100 Clearbrook Road (O)   1975   1997     220   5,366   868   220   6,234   6,454   1,285
125 Clearbrook Road (F)   2002   2002     1,055   3,676   (51 ) 1,055   3,625   4,680   284
150 Clearbrook Road (F)   1975   1997     497   7,030   566   497   7,596   8,093   1,353
175 Clearbrook Road (F)   1973   1997     655   7,473   777   655   8,250   8,905   1,488
200 Clearbrook Road (F)   1974   1997     579   6,620   678   579   7,298   7,877   1,362
250 Clearbrook Road (F)   1973   1997     867   8,647   792   867   9,439   10,306   1,723
50 Executive Boulevard (F)   1969   1997     237   2,617   97   237   2,714   2,951   464
77 Executive Boulevard (F)   1977   1997     34   1,104   107   34   1,211   1,245   217
85 Executive Boulevard (F)   1968   1997     155   2,507   110   155   2,617   2,772   454
101 Executive Boulevard (O)   1971   1997     267   5,838   686   267   6,524   6,791   1,174
300 Executive Boulevard (F)   1970   1997     460   3,609   147   460   3,756   4,216   641
350 Executive Boulevard (F)   1970   1997     100   1,793   144   100   1,937   2,037   349
399 Executive Boulevard (F)   1962   1997     531   7,191   167   531   7,358   7,889   1,355
400 Executive Boulevard (F)   1970   1997     2,202   1,846   462   2,202   2,308   4,510   532
500 Executive Boulevard (F)   1970   1997     258   4,183   577   258   4,760   5,018   920
525 Executive Boulevard (F)   1972   1997     345   5,499   485   345   5,984   6,329   1,022
700 Executive Boulevard (L)   N/A   1997     970       970     970  
3 Odell Plaza (O)   1984   2003     1,322   4,777   14   1,322   4,791   6,113   40
5 Skyline Drive (F)   1980   2001     2,219   8,916   4   2,219   8,920   11,139   539
6 Skyline Drive (F)   1980   2001     740   2,971   6   740   2,977   3,717   180
555 Taxter Road (O)   1986   2000     4,285   17,205   1,320   4,285   18,525   22,810   1,616
565 Taxter Road (O)   1988   2000     4,285   17,205   876   4,233   18,133   22,366   1,693
570 Taxter Road (O)   1972   1997     438   6,078   867   438   6,945   7,383   1,445
1 Warehouse Lane (I)   1957   1997     3   268   208   3   476   479   71
2 Warehouse Lane (I)   1957   1997     4   672   206   4   878   882   171
3 Warehouse Lane (I)   1957   1997     21   1,948   479   21   2,427   2,448   456
4 Warehouse Lane (I)   1957   1997     84   13,393   1,063   85   14,455   14,540   2,481
5 Warehouse Lane (I)   1957   1997     19   4,804   857   19   5,661   5,680   1,019
6 Warehouse Lane (I)   1982   1997     10   4,419   252   10   4,671   4,681   784

117


SCHEDULE III (continued)

MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried at Close of Period (a)
   
 
   
   
   
  Initial Costs
   
   
 
   
   
   
  Costs Capitalized Subsequent to Acquisition
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation

1 Westchester Plaza (F)   1967   1997     199   2,023   124   199   2,147   2,346   388
2 Westchester Plaza (F)   1968   1997     234   2,726   79   234   2,805   3,039   485
3 Westchester Plaza (F)   1969   1997     655   7,936   404   655   8,340   8,995   1,458
4 Westchester Plaza (F)   1969   1997     320   3,729   125   320   3,854   4,174   741
5 Westchester Plaza (F)   1969   1997     118   1,949   189   118   2,138   2,256   389
6 Westchester Plaza (F)   1968   1997     164   1,998   171   164   2,169   2,333   433
7 Westchester Plaza (F)   1972   1997     286   4,321   97   286   4,418   4,704   770
8 Westchester Plaza (F)   1971   1997     447   5,262   792   447   6,054   6,501   1,363
Hawthorne                                        
200 Saw Mill River Road (F)   1965   1997     353   3,353   333   353   3,686   4,039   674
1 Skyline Drive (O)   1980   1997     66   1,711   206   66   1,917   1,983   331
2 Skyline Drive (O)   1987   1997     109   3,128   401   109   3,529   3,638   693
3 Skyline Drive (O)   1981   2002     1,882   7,578   63   1,882   7,641   9,523   270
4 Skyline Drive (F)   1987   1997     363   7,513   1,071   363   8,584   8,947   1,763
7 Skyline Drive (O)   1987   1998     330   13,013   920   330   13,933   14,263   1,817
8 Skyline Drive (F)   1985   1997     212   4,410   1,403   212   5,813   6,025   1,407
10 Skyline Drive (F)   1985   1997     134   2,799   95   134   2,894   3,028   552
11 Skyline Drive (F)   1989   1997       4,788   435     5,223   5,223   1,012
12 Skyline Drive (F)   1999   1999     1,562   3,254   1,499   1,320   4,995   6,315   951
14 Skyline Drive (L)   N/A   2002     964     15   979     979  
15 Skyline Drive (F)   1989   1997       7,449   732     8,181   8,181   1,802
16 Skyline Drive (L)   N/A   2002     850     31   881     881  
17 Skyline Drive (O)   1989   1997       7,269   168     7,437   7,437   1,281
19 Skyline Drive (O)   1982   1997     2,355   34,254   4,310   2,356   38,563   40,919   9,068
Tarrytown                                        
200 White Plains Road (O)   1982   1997     378   8,367   935   378   9,302   9,680   2,093
220 White Plains Road (O)   1984   1997     367   8,112   1,110   367   9,222   9,589   1,871
230 White Plains Road (R)   1984   1997     124   1,845     124   1,845   1,969   319
White Plains                                        
1 Barker Avenue (O)   1975   1997     208   9,629   805   207   10,435   10,642   1,892
3 Barker Avenue (O)   1983   1997     122   7,864   1,836   122   9,700   9,822   1,842
50 Main Street (O)   1985   1997     564   48,105   4,950   564   53,055   53,619   10,291
11 Martine Avenue (O)   1987   1997     127   26,833   4,526   127   31,359   31,486   6,087
1 Water Street (O)   1979   1997     211   5,382   767   211   6,149   6,360   1,091
Yonkers                                        
100 Corporate Boulevard (F)   1987   1997     602   9,910   742   602   10,652   11,254   1,947
200 Corporate Boulevard South (F)   1990   1997     502   7,575   308   502   7,883   8,385   1,334
250 Corporate Boulevard South (L)   N/A   2002     1,028     31   1,059     1,059  
1 Enterprise Boulevard (L)   N/A   1997     1,379     1   1,380     1,380  
1 Executive Boulevard (O)   1982   1997     1,104   11,904   1,297   1,105   13,200   14,305   2,563
2 Executive Plaza (R)   1986   1997     89   2,439   3   89   2,442   2,531   422
3 Executive Plaza (O)   1987   1997     385   6,256   1,559   385   7,815   8,200   1,446
4 Executive Plaza (F)   1986   1997     584   6,134   1,269   584   7,403   7,987   1,393
6 Executive Plaza (F)   1987   1997     546   7,246   104   546   7,350   7,896   1,296
1 Odell Plaza (F)   1980   1997     1,206   6,815   641   1,206   7,456   8,662   1,369
5 Odell Plaza (F)   1983   1997     331   2,988   226   331   3,214   3,545   542
7 Odell Plaza (F)   1984   1997     419   4,418   284   419   4,702   5,121   846

CHESTER COUNTY, PENNSYLVANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Berwyn                                        
1000 Westlakes Drive (O)   1989   1997     619   9,016   475   619   9,491   10,110   1,659
1055 Westlakes Drive (O)   1990   1997     1,951   19,046   2,326   1,951   21,372   23,323   3,735
1205 Westlakes Drive (O)   1988   1997     1,323   20,098   1,040   1,323   21,138   22,461   3,682
1235 Westlakes Drive (O)   1986   1997     1,417   21,215   1,195   1,418   22,409   23,827   3,982

DELAWARE COUNTY, PENNSYLVANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Lester                                        
100 Stevens Drive (O)   1986   1996     1,349   10,018   2,800   1,349   12,818   14,167   2,377

118


SCHEDULE III (continued)

MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried at Close of Period (a)
   
 
   
   
   
  Initial Costs
   
   
 
   
   
   
  Costs Capitalized Subsequent to Acquisition
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation

200 Stevens Drive (O)   1987   1996     1,644   20,186   4,572   1,644   24,758   26,402   4,551
300 Stevens Drive (O)   1992   1996     491   9,490   795   491   10,285   10,776   2,003
Media                                        
1400 Providence Rd—Center I (O)   1986   1996     1,042   9,054   1,605   1,042   10,659   11,701   2,300
1400 Providence Rd.—Center II (O)   1990   1996     1,543   16,464   1,952   1,544   18,415   19,959   3,949

MONTGOMERY COUNTY, PENNSYLVANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Blue Bell                                        
4 Sentry Parkway   1982   2003     1,749   7,721     1,749   7,721   9,470   64
16 Sentry Parkway   1988   2002     3,377   13,511   268   3,377   13,779   17,156   351
18 Sentry Parkway   1988   2002     3,515   14,062   72   3,515   14,134   17,649   356
King of Prussia                                        
2200 Renaissance Blvd (O)   1985   2002   18,800   5,347   21,453   786   5,347   22,239   27,586   580
Lower Providence                                        
1000 Madison Avenue (O)   1990   1997     1,713   12,559   784   1,714   13,342   15,056   2,129
Plymouth Meeting                                        
1150 Plymouth Meeting Mall (O)   1970   1997     125   499   21,502   125   22,001   22,126   3,481
Five Sentry Parkway East (O)   1984   1996     642   7,992   511   642   8,503   9,145   1,533
Five Sentry Parkway West (O)   1984   1996     268   3,334   74   268   3,408   3,676   610

FAIRFIELD COUNTY, CONNECTICUT

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Greenwich                                        
500 West Putnam Avenue (O)   1973   1998   7,495   3,300   16,734   1,426   3,300   18,160   21,460   2,921
Norwalk                                        
40 Richards Avenue (O)   1985   1998     1,087   18,399   2,016   1,087   20,415   21,502   3,196
Shelton                                        
1000 Bridgeport Avenue (O)   1986   1997     773   14,934   327   744   15,290   16,034   2,776
Stamford                                        
1266 East Main Street (O)   1984   2002   19,153   6,638   26,567   520   6,638   27,087   33,725   776
419 West Avenue (F)   1986   1997     4,538   9,246   908   4,538   10,154   14,692   1,688
500 West Avenue (F)   1988   1997     415   1,679   261   415   1,940   2,355   441
550 West Avenue (F)   1990   1997     1,975   3,856   16   1,975   3,872   5,847   668
600 West Avenue (F)   1999   1999     2,305   2,863   833   2,305   3,696   6,001   373
650 West Avenue (F)   1998   1998     1,328     3,913   1,328   3,913   5,241   981

WASHINGTON, D.C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
1201 Connecticut Avenue, NW (O)   1940   1999     14,228   18,571   1,441   14,228   20,012   34,240   2,487
1400 L Street, NW (O)   1987   1998     13,054   27,423   949   13,054   28,372   41,426   4,221

PRINCE GEORGE'S COUNTY, MARYLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Lanham                                        
4200 Parliament Place (O)   1989   1998     2,114   13,546   701   1,393   14,968   16,361   2,531

BEXAR COUNTY, TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 
San Antonio                                        
84 N.E. Loop 410 (O)   1971   1997     2,295   10,382   (1,183 ) 2,402   9,092   11,494   483

DALLAS COUNTY, TEXAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Dallas                                        
3030 LBJ Freeway (O)   1984   1997     6,098   24,366   2,655   6,098   27,021   33,119   4,672
Richardson                                        
1122 Alma Road (O)   1977   1997     754   3,015   347   754   3,362   4,116   504

119


SCHEDULE III (continued)

MACK-CALI REALTY CORPORATION

REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

December 31, 2003

(dollars in thousands)

 
   
   
   
  Initial Costs
   
  Gross Amount at Which Carried at Close of Period (a)
   
Property Location (b)

  Year
Built

  Acquired
  Related Encumbrances
  Land
  Building and
Improvements

  Costs Capitalized Subsequent to Acquisition
  Land
  Building and
Improvements

  Total
  Accumulated
Depreciation


ARAPAHOE COUNTY, COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Denver                                                        
400 South Colorado Boulevard (O)   1983   1998         1,461     10,620     1,057     1,461     11,677     13,138     1,856
Englewood                                                        
9359 East Nichols Avenue (O)   1997   1998         1,155     8,171     428     1,155     8,599     9,754     1,135
5350 South Roslyn Street (O)   1982   1998         862     6,831     (2,232 )   559     4,902     5,461     405

BOULDER COUNTY, COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Broomfield                                                        
105 South Technology Court (O)   1997   1998         653     4,936     (2,564 )   653     2,372     3,025     87
303 South Technology Court-A (O)   1997   1998         623     3,892     (1,399 )   623     2,493     3,116     117
303 South Technology Court-B (O)   1997   1998         623     3,892     (1,399 )   623     2,493     3,116     117
Louisville                                                        
1172 Century Drive (O)   1996   1998         707     4,647     (58 )   707     4,589     5,296     204
248 Centennial Parkway (O)   1996   1998         708     4,647     (58 )   708     4,589     5,297     204
285 Century Place (O)   1997   1998         889     10,133     (4,109 )   891     6,022     6,913     266

DENVER COUNTY, COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Denver                                                        
8181 East Tufts Avenue (O)   2001   2001         2,342     32,029     1,274     2,342     33,303     35,645     3,134
3600 South Yosemite (O)   1974   1998         556     12,980     28     556     13,008     13,564     1,851

DOUGLAS COUNTY, COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Englewood                                                        
67 Inverness Drive East (O)   1996   1998         1,034     5,516     (2,858 )   1,035     2,657     3,692     147
384 Inverness Drive South (O)   1985   1998         703     5,653     (2,436 )   703     3,217     3,920     243
400 Inverness Drive (O)   1997   1998         1,584     19,878     (4,795 )   1,584     15,083     16,667     810
5975 South Quebec Street (O)   1996   1998         855     11,551     1,829     857     13,378     14,235     2,026
Parker                                                        
9777 Pyramid Court (O)   1995   1998         1,304     13,189     339     1,306     13,526     14,832     1,990

EL PASO COUNTY, COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Colorado Springs                                                        
8415 Explorer (O)   1998   1999         347     2,507     2,497     347     5,004     5,351     214
1975 Research Parkway (O)   1997   1998         1,397     13,221     (1,285 )   1,611     11,722     13,333     685
2375 Telstar Drive (O)   1998   1999         348     2,507     2,498     348     5,005     5,353     215

JEFFERSON COUNTY, COLORADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Lakewood                                                        
141 Union Boulevard (O)   1985   1998         774     6,891     (1,109 )   775     5,781     6,556     379

SAN FRANCISCO COUNTY, CALIFORNIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
San Francisco                                                        
795 Folsom Street (O)   1977   1999         9,348     24,934     6,842     9,348     31,776     41,124     5,397
760 Market Street (O)   1908   1997         5,588     22,352     40,230     13,499     54,671     68,170     8,340

Projects Under Development & Developable Land

 

 


 

 

61,570

 

 


 

 

10,402

 

 

61,570

 

 

10,402

 

 

71,972

 

 


Furniture, Fixtures & Equipment

 

 


 

 


 

 


 

 

7,616

 

 


 

 

7,616

 

 

7,616

 

 

8,108

TOTALS

 

 

 

 

 

$

500,725

 

$

538,531

 

$

2,908,391

 

$

507,710

 

$

552,287

 

$

3,402,345

 

$

3,954,632

 

$

546,007

(a)
The aggregate cost for federal income tax purposes at December 31, 2003 was approximately $3.1 billion.

(b)
Legend of Property Codes:
(O)=Office Property
(F)=Office/Flex Property
(I)=Industrial/Warehouse Property
(R)=Stand-alone Retail Property
(L)=Land Lease

120



MACK-CALI REALTY CORPORATION

NOTE TO SCHEDULE III

Changes in rental properties and accumulated depreciation for the periods ended December 31, 2003, 2002 and 2001 are as follows (in thousands):

 
  2003
  2002
  2001
 
Rental Properties                    
Balance at beginning of year   $ 3,857,657   $ 3,378,071   $ 3,589,877  
  Additions     115,882     202,082     382,382  
  Rental property held for sale—before accumulated depreciation         453,469     (453,469 )
  Properties sold     (16,951 )   (168,245 )   (140,719 )
  Retirements/disposals     (1,956 )   (7,720 )    
   
 
 
 
Balance at end of year   $ 3,954,632   $ 3,857,657   $ 3,378,071  
   
 
 
 

Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 
Balance at beginning of year   $ 445,569   $ 350,705   $ 302,932  
  Depreciation expense     103,483     98,050     87,716  
  Rental property held for sale         16,455     (28,379 )
  Properties sold     (2,462 )   (12,121 )   (11,564 )
  Retirements/disposals     (583 )   (7,520 )    
   
 
 
 
Balance at end of year   $ 546,007   $ 445,569   $ 350,705  
   
 
 
 

121


American Financial
Exchange L.L.C. and
Subsidiaries
Consolidated Financial Statements
For the period from January 1, 2003 to
September 28, 2003 and the
years ended December 31, 2002 and 2001

122




Report of Independent Auditors

To the Members of
American Financial Exchange L.L.C.
    and Subsidiaries:

        In our opinion, the accompanying consolidated balances sheets and the related consolidated statements of operations, of changes in members' capital and of cash flows present fairly, in all material respects, the financial position of American Financial Exchange L.L.C. and Subsidiaries (collectively, the "Company") at September 28, 2003 and December 31, 2002 and the results of their operations and their cash flows for the period from January 1, 2003 to September 28, 2003 and for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
February 24, 2004
   

123



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 
  September 28,
2003

  December 31,
2002

 
ASSETS              
Rental property              
  Land and improvements   $ 2,434,832   $ 9,948,290  
  Building     87,698,835     80,883,877  
  Tenant improvements     19,616,272     15,165,110  
   
 
 
      109,749,939     105,997,277  
  Less—accumulated depreciation     (2,360,008 )   (802,302 )
   
 
 
    Total rental property     107,389,931     105,194,975  

Cash and cash equivalents

 

 

167

 

 

905,144

 
Accounts receivable, net of allowance of $187,000 and $0     280,846     885,685  
Unbilled rents receivable, net of allowance of $187 and $0     3,818,521     1,077,228  
Deferred charges and other assets, net of accumulated amortization of $1,551,764 and $429,470     23,752,937     23,655,083  
   
 
 
Total assets   $ 135,242,402   $ 131,718,115  
   
 
 
LIABILITIES AND MEMBERS' CAPITAL              
Accounts payable and accrued expenses   $ 2,102,612   $ 6,243,315  
   
 
 
    Total liabilities     2,102,612     6,243,315  
   
 
 
    Members' capital     133,139,790     125,474,800  
   
 
 
    Total liabilities and members' capital   $ 135,242,402   $ 131,718,115  
   
 
 

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

124



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 
   
  For the Year Ended
December 31,

REVENUES

  For the Period from
January 1, 2003 to
September 28, 2003

  2002
  2001
Base rents   $ 16,440,509   $ 6,576,687   $ 580,128
Escalations and recoveries from tenants     454,738     123,110    
Parking and other income     502,815     363,132    
   
 
 
  Total revenues     17,398,062     7,062,929     580,128
   
 
 
EXPENSES                  
Payments in lieu of taxes     419,789     192,733     58,540
Utilities     780,202     278,379    
Operating services     1,672,467     598,656     3,264
General and administrative     167,466     51,024     1,415
Depreciation and amortization     2,911,867     1,046,353     38,943
   
 
 
  Total expenses     5,951,791     2,167,145     102,162
   
 
 
Net income   $ 11,446,271   $ 4,895,784   $ 477,966
   
 
 

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

125



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' CAPITAL

Balance at January 1, 2001   $ 14,996,542  
Contributions     59,379,764  
Distributions     (3,293,385 )
Net income     477,966  
   
 
Balance at December 31, 2001     71,560,887  
Contributions     50,218,129  
Distributions     (1,200,000 )
Net income     4,895,784  
   
 
Balance at December 31, 2002     125,474,800  
Contributions     19,122,851  
Distributions     (22,904,132 )
Net income     11,446,271  
   
 
Balance at September 28, 2003   $ 133,139,790  
   
 

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

126



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
   
  For the Year Ended
December 31,

 
 
  For the Period from
January 1, 2003 to
September 28,
2003

 
 
  2002
  2001
 
CASH FLOW FROM OPERATING ACTIVITIES                    
Net income   $ 11,446,271   $ 4,895,784   $ 477,966  
Adjustments to reconcile net income to net cash provided by operating activities:                    
  Depreciation and amortization     2,911,867     1,046,353     38,943  
Changes in operating assets and liabilities:                    
  Decrease (increase) in accounts receivable, net     604,839     (763,278 )   15,093  
  Increase in deferred charges and other assets     (1,452,013 )   (10,718,474 )   (1,813,636 )
  Increase in unbilled rents receivable     (2,741,293 )   (1,077,228 )    
  (Decrease) increase in accounts payable and accrued expenses     (4,140,703 )   (3,423,268 )   266,589  
   
 
 
 
    Net cash provided by (used in) operating activities     6,628,968     (10,040,111 )   (1,015,045 )
   
 
 
 
CASH FLOW FROM INVESTING ACTIVITIES                    
Additions to rental property     (17,168,794 )   (38,081,107 )   (55,223,361 )
   
 
 
 
    Net cash used in investing activities     (17,168,794 )   (38,081,107 )   (55,223,361 )
   
 
 
 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 
Contributions     19,122,851     50,218,129     59,379,764  
Distributions     (9,488,002 )   (1,200,000 )   (3,293,385 )
   
 
 
 
    Net cash provided by financing activities     9,634,849     49,018,129     56,086,379  
   
 
 
 
    Net (decrease) increase in cash and cash equivalents     (904,977 )   896,911     (152,027 )

CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

 

 

 
Beginning of period     905,144     8,233     160,260  
   
 
 
 
End of period   $ 167   $ 905,144   $ 8,233  
   
 
 
 

Supplemental Non-Cash Information

Included in accounts payable and accrued expenses are $2,077,420, and $6,173,929 as of September 28, 2003 and December 31, 2002, respectively, of additions to rental property and deferred charges.

In 2003, the Company distributed to its then partners, MCHP and Columbia, its interests in Plaza VIII and IX Associates, L.L.C., an entity into which the Company transferred its undeveloped land amounting to $13,416,132 in net book value, and related parking operations.

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

127



AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     DESCRIPTION OF BUSINESS

        American Financial Exchange L.L.C., a New Jersey limited liability company (the "Company"), was formed on May 20, 1998 as a joint venture between M-C Harsimus Partners, LLC ("MCHP"), as managing member, and Columbia Development Company, L.L.C. ("Columbia"). The Company was formed for the purpose of investing in, holding, rehabilitating, developing, managing, maintaining, and operating real estate investments. The members executed an agreement ("Operating Agreement") setting forth management, operating and distribution provisions of the Company.

        The Company acquired land located on the Hudson River waterfront in Jersey City, Hudson County, New Jersey, on which it has constructed a parking facility, a portion of which has been licensed to a parking operator. The parking facility serves a ferry service between Harborside Financial Center and Manhattan.

        During 2000, the Company terminated the parking agreement on certain areas of the land and commenced construction of a 575,000 square-foot office building ("Plaza 10"). Construction of the building was substantially completed in September 2002. The building is 100 percent leased to Charles Schwab & Co., Inc. ("Schwab") for a 15-year term. The lease agreement obligated the Company, among other things, to deliver space to the tenant by required deadlines and offered expansion options, at the tenant's election, to additional space at any of the existing adjacent Harborside Financial Center projects, which are owned by an affiliate of MCHP. Such options could have obligated the Company to construct an additional building at Harborside Financial Center if vacant space was not available in any of the existing Harborside Financial Center projects. Should the Company have been unable to or choose not to provide such expansion space, the Company can be liable to Schwab for its actual damages, in no event to exceed $15 million. The amount of Schwab's actual damages, up to $15 million, had been guaranteed by Mack-Cali Realty Corporation, an affiliate to MCHP.

        Profits of the Company are allocated to the members based upon the priority of distributions specified in the Operating Agreement and a related Letter Agreement, described hereinafter. Generally, distributions of Net Cash Flow, as defined, are allocated to the members in the following order:

        Distributions of Net Proceeds, as defined, that may result from the disposition of property, insurance damage recoveries or financing activities of the property shall be allocated to the members in the following order:

128


        At September 28, 2003, the Unpaid Preferred Return due to MCHP was $6,201,287.

        On October 20, 2000, MCHP and Columbia entered into a letter agreement ("Letter Agreement") in connection with the Company's decision to commence construction of Plaza 10. The Letter Agreement acknowledges that MCHP, or one of its affiliates, is entitled to the following:

        The Letter Agreement also states that from the date of the Letter Agreement, MCHP is to earn a cumulative preferred return on its Unrecovered Capital Contributions, including amounts contributed prior to the execution of the Letter Agreement, at a rate of the 30-day London Inter-Bank Offered Rate (LIBOR) plus 350 basis points. In addition, the Letter Agreement states that MCHP has the right to place on behalf of the Company any required financing for the Company's projects, including Plaza 10, provided that the financing is non-recourse to Columbia and is at market terms. The Letter Agreement provided for the Company's members to enter into definitive documentation, to more fully set forth and confirm the terms of the Letter Agreement.

        In September 2003, in advance of the transaction described below, the Company distributed to its then partners, MCHP and Columbia, its interests in Plaza VIII and IX Associates, L.L.C., an entity into which the Company transferred its undeveloped land and related parking operations.

        On September 29, 2003, MCHP sold its full interest and Columbia sold substantially all of its interests in the Company. In conjunction with the sale, the Company's lease agreement with Schwab was amended to provide for, among other things, the release of all expansion obligations by the Company and released MCHP from any remaining obligations and guarantees. Additionally, with the sale, MCHP and its affiliates were paid the Developer's Fee and the Leasing Fee.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting   The books and records of the Company are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements have been derived from accounting records maintained by Mack-Cali Realty Corporation, an affiliate of MCHP, which include the consolidated financial statements of American Financial Exchange L.L.C. that also includes Plaza X Realty L.L.C., Plaza X Urban Renewal Associates L.L.C. and Plaza X Leasing Associates L.L.C.

Cash and Cash Equivalents

 

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

129



Rental property

 

Rental property is stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition and development of rental property are capitalized. Capitalized development costs include property taxes, insurance and other project costs incurred during the period of construction. 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.

 

 

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

 

 

Building and improvements

 

5 to 40 years
    Tenant improvements   The shorter of the term of the related lease or useful life

 

 

On a periodic basis, management assesses whether there are any indicators that the value of the Company's rental property 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 are less than the carrying value of the property. To the extent an 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. Management does not believe that the value of the Company's rental property is impaired.

Deferred Leasing Costs

 

Costs incurred in connection with leases are capitalized and amortized on a straight-line basis over the terms of the related lease and included in depreciation and amortization. Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease. Amortization of such leasing costs was $1,122,294, $429,470 and $0 for the period from January 1, 2003 to September 28, 2003 and for the years ended December 31, 2002, and 2001, respectively, and was included under Depreciation and Amortization on the Consolidated Statement of Operations.

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. Parking and other revenue includes income from parking spaces leased to tenants and percentage rents based upon the level of sales achieved by the lessee. Escalations and recoveries 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.

Income Taxes

 

A limited liability company is not liable for federal or state income taxes and, therefore, no provision for income taxes is made in the accompanying consolidated financial statements. Rather, a proportionate share of the member's income, deductions, credits and tax preference items are reported to the individual members for inclusion on their tax returns.
     

130


Use of Estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

3.     TAX EXEMPTION AGREEMENT

        The Company has obtained approval from the City of Jersey City, New Jersey, for a tax exemption of all improvements to be constructed and maintained in accordance with the terms of a Financial Agreement, which shall remain in effect for the earlier of twenty-five years from the date of the Financial Agreement or twenty years from the date of Substantial Completion, as defined, of the project. Pursuant to the Financial Agreement, the Company has agreed to make the following annual payments in lieu of property taxes ("PILOT"):

        Payments under the tax exemption totaled $59,569, $1,710,039 and $0 for the period ended September 28, 2003, and the years ended December 31, 2002 and 2001, respectively. During 2002, the Company made a PILOT prepayment in the amount of $1,576,419 which is to be applied as a credit on a pro-rata basis against PILOT due for the years ended 2003 through 2006.

4.     RELATED PARTY TRANSACTIONS

        An affiliate of MCHP (the "Affiliate") provides property management services to the Company. As part of the arrangement, the Affiliate is to receive a property management fee based upon three percent of gross rents collected.

        For the period from January 1, 2003 to September 28, 2003 and for the years ended December 31, 2002 and 2001, respectively, the Company was charged $459,447, $156,304 and $0 by the Affiliate for such services.

        Prior to 2003, in connection with the construction project, the Affiliate earned a development fee equal to $3.465 million and a fee of $1.0 million for leasing services.

        Amounts accrued and payable to the Affiliate for all services noted above aggregated approximately none and $4.465 million as of September 28, 2003 and December 31, 2002, respectively.

5.     TENANT LEASES

        The Company leases space to tenants under operating leases with various expiration dates through 2017. Substantially all of the leases provide for annual base rent plus recoveries and escalation charges

131



based upon the tenant's proportionate share of and/or increases in real estate taxes and certain operating costs as defined and the pass through of electrical charges.

        Future minimum rentals to be received under those operating leases at September 28, 2003 are as follows:

Year

  Amount
September 29 to December 31, 2003   $ 4,813,509
2004     19,667,767
2005     20,749,558
2006     20,980,588
2007     21,211,617
Thereafter     218,891,327
   
Total   $ 306,314,366
   

132



MACK-CALI REALTY CORPORATION

Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    Mack-Cali Realty Corporation
(Registrant)

Date: February 25, 2004

 

By:

 

/s/ BARRY LEFKOWITZ

Barry Lefkowitz
Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Name
  Title
  Date

 

 

 

 

 
/s/  WILLIAM L. MACK      
William L. Mack
  Chairman of the Board   February 25, 2004

/s/  
MITCHELL E. HERSH      
Mitchell E. Hersh

 

Chief Executive Officer and Director

 

February 25, 2004

/s/  
BARRY LEFKOWITZ      
Barry Lefkowitz

 

Executive Vice President and Chief Financial Officer

 

February 25, 2004

/s/  
MARTIN S. BERGER      
Martin S. Berger

 

Director

 

February 25, 2004

/s/  
BRENDAN T. BYRNE      
Brendan T. Byrne

 

Director

 

February 25, 2004

/s/  
JOHN R. CALI      
John R. Cali

 

Director

 

February 25, 2004

/s/  
NATHAN GANTCHER      
Nathan Gantcher

 

Director

 

February 25, 2004
         

133



/s/  
MARTIN D. GRUSS      
Martin D. Gruss

 

Director

 

February 25, 2004

/s/  
DAVID S. MACK      
David S. Mack

 

Director

 

February 25, 2004

/s/  
ALAN G. PHILIBOSIAN      
Alan G. Philibosian

 

Director

 

February 25, 2004

/s/  
IRVIN D. REID      
Irvin D. Reid

 

Director

 

February 25, 2004

/s/  
VINCENT TESE      
Vincent Tese

 

Director

 

February 25, 2004

/s/  
ROY J. ZUCKERBERG      
Roy J. Zuckerberg

 

Director

 

February 25, 2004

134



MACK-CALI REALTY CORPORATION

EXHIBIT INDEX

Exhibit
Number

  Exhibit Title

3.1

 

Restated Charter of Mack-Cali Realty Corporation dated June 11, 2001 (filed as Exhibit 3.1 to the Company's Form 10-Q dated June 30, 2001 and incorporated herein by reference).

3.2

 

Amended and Restated Bylaws of Mack-Cali Realty Corporation dated June 10, 1999 (filed as Exhibit 3.2 to the Company's Form 8-K dated June 10, 1999 and incorporated herein by reference).

3.3

 

Amendment No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty Corporation dated March 4, 2003 (filed as Exhibit 3.3 to the Company's Form 10-Q dated March 31, 2003 and incorporated herein by reference).

3.4

 

Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Company's Form 8-K dated December 11, 1997 and incorporated herein by reference).

3.5

 

Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Company's and the Operating Partnership's Registration Statement on Form S-3, Registration No. 333-57103, and incorporated herein by reference).

3.6

 

Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Company's Form 8-K dated July 6, 1999 and incorporated herein by reference).

3.7

 

Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Company's Form 10-Q dated September 30, 2003 and incorporated herein by reference).

3.8

 

Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Mack-Cali Realty, L.P. (filed as Exhibit 10.101 to the Company's Form 8-K dated December 11, 1997 and incorporated herein by reference).

3.9

 

Articles Supplementary for the 8% Series C Cumulative Redeemable Perpetual Preferred Stock dated March 11, 2003 (filed as Exhibit 3.1 to the Company's Form 8-K dated March 14, 2003 and incorporated herein by reference).

3.10

 

Certificate of Designation for the 8% Series C Cumulative Redeemable Perpetual Preferred Operating Partnership Units dated March 14, 2003 (filed as Exhibit 3.2 to the Company's Form 8-K dated March 14, 2003 and incorporated herein by reference).

4.1

 

Amended and Restated Shareholder Rights Agreement, dated as of March 7, 2000, between Mack-Cali Realty Corporation and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Company's Form 8-K dated March 7, 2000 and incorporated herein by reference).

4.2

 

Amendment No. 1 to the Amended and Restated Shareholder Rights Agreement, dated as of June 27, 2000, by and among Mack-Cali Realty Corporation and EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the Company's Form 8-K dated June 27, 2000 and incorporated herein by reference).
     

135



4.3

 

Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership's Form 8-K dated March 16, 1999 and incorporated herein by reference).

4.4

 

Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated March 16, 1999 and incorporated herein by reference).

4.5

 

Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

4.6

 

Supplemental Indenture No. 3 dated as of December 21, 2000, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated December 21, 2000 and incorporated herein by reference).

4.7

 

Supplemental Indenture No. 4 dated as of January 29, 2001, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated January 29, 2001 and incorporated herein by reference).

4.8

 

Supplemental Indenture No. 5 dated as of December 20, 2002, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership's Form 8-K dated December 20, 2002 and incorporated herein by reference).

4.9

 

Supplemental Indenture No. 6 dated as of March 14, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company's Form 8-K dated March 14, 2003 and incorporated herein by reference).

4.10

 

Supplemental Indenture No. 7 dated as of June 12, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company's Form 8-K dated June 12, 2003 and incorporated herein by reference).

4.11

 

Supplemental Indenture No. 8 dated as of February 9, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company's Form 8-K dated February 9, 2004 and incorporated herein by reference).

4.12

 

Deposit Agreement dated March 14, 2003 by and among Mack-Cali Realty Corporation, EquiServe Trust Company, N.A., and the holders from time to time of the Depositary Receipts described therein (filed as Exhibit 4.1 to the Company's Form 8-K dated March 14, 2003 and incorporated herein by reference).

10.1

 

Amended and Restated Employment Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.2

 

Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Timothy M. Jones and Mack-Cali Realty Corporation (filed as Exhibit 10.3 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).
     

136



10.3

 

Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.6 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.4

 

Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.7 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.5

 

Employment Agreement dated as of December 5, 2000 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.5 to the Company's Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).

10.6

 

Restricted Share Award Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.8 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.7

 

Restricted Share Award Agreement dated as of July 1, 1999 between Timothy M. Jones and Mack-Cali Realty Corporation (filed as Exhibit 10.9 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.8

 

Restricted Share Award Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.12 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.9

 

Restricted Share Award Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.13 to the Company's Form 10-Q dated June 30, 1999 and incorporated herein by reference).

10.10

 

Restricted Share Award Agreement dated as of March 12, 2001 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.10 to the Company's Form 10-Q dated March 31, 2001 and incorporated herein by reference).

10.11

 

Restricted Share Award Agreement dated as of March 12, 2001 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.11 to the Company's Form 10-Q dated March 31, 2001 and incorporated herein by reference).

10.12

 

Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.13

 

Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.14

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.15

 

Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.4 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.16

 

Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.5 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).
     

137



10.17

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.6 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.18

 

Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.7 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.19

 

Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.20

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.9 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.21

 

Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.10 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.22

 

Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.11 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.23

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.12 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.24

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated March 12, 2001 between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.13 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.25

 

Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.14 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.26

 

Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.15 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.27

 

Restricted Share Award Agreement dated December 6, 1999 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.16 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.28

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated December 6, 1999 between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.17 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).
     

138



10.29

 

First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated March 12, 2001 between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.18 to the Company's Form 8-K dated January 2, 2003 and incorporated herein by reference).

10.30

 

Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.31

 

Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.32

 

Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.3 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.33

 

Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Timothy M. Jones (filed as Exhibit 10.4 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.34

 

Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.35

 

Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.6 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.36

 

Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.7 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.37

 

Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.8 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.38

 

Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.9 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.39

 

Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.10 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

10.40

 

Amended and Restated Revolving Credit Agreement dated as of September 27, 2002, among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, Fleet National Bank and Other Lenders Which May Become Parties Thereto with JPMorgan Chase Bank, as administrative agent, swing lender and fronting bank, Fleet National Bank and Commerzbank AG, New York and Grand Cayman branches as syndication agents, Bank of America, N.A. and Wells Fargo Bank, National Association, as documentation agents, and J.P. Morgan Securities Inc. and Fleet Securities, Inc, as arrangers (filed as Exhibit 10.1 to the Company's Form 8-K dated September 27, 2002 and incorporated herein by reference).
     

139



10.41

 

Contribution and Exchange Agreement among The MK Contributors, The MK Entities, The Patriot Contributors, The Patriot Entities, Patriot American Management and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated September 18, 1997 (filed as Exhibit 10.98 to the Company's Form 8-K dated September 19, 1997 and incorporated herein by reference).

10.42

 

First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Company and the Mack Group (filed as Exhibit 10.99 to the Company's Form 8-K dated December 11, 1997 and incorporated herein by reference).

10.43

 

Employee Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Company's Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).

10.44

 

Director Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company's Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).

10.45

 

2000 Employee Stock Option Plan (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-8, Registration No. 333-52478, and incorporated herein by reference), as amended by the First Amendment to the 2000 Employee Stock Option Plan (filed as Exhibit 10.17 to the Company's Form 10-Q dated June 30, 2002 and incorporated herein by reference).

10.46

 

Amended and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2 to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-100244, and incorporated herein by reference).

10.47

 

Deferred Compensation Plan for Directors (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-8, Registration No. 333-80081, and incorporated herein by reference).

10.48

 

Form of Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and each of William L. Mack, John J. Cali, Mitchell E. Hersh, Earle I. Mack, John R. Cali, Brendan T. Byrne, Martin D. Gruss, Nathan Gantcher, Vincent Tese, Roy J. Zuckerberg, Alan G. Philibosian, Irvin D. Reid, Robert F. Weinberg, Timothy M. Jones, Barry Lefkowitz, Roger W. Thomas, Michael A. Grossman, James Clabby, Anthony Krug, Dean Cingolani, Anthony DeCaro Jr., Mark Durno, William Fitzpatrick, John Kropke, Nicholas Mitarotonda, Jr., Michael Nevins, Virginia Sobol, Albert Spring and Daniel Wagner (filed as Exhibit 10.28 to the Company's Form 10-Q dated September 30, 2002 and incorporated herein by reference).

10.49

 

Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and John Crandall (filed as Exhibit 10.29 to the Company's Form 10-Q dated September 30, 2002 and incorporated herein by reference).

10.50

 

Warrant issued by Cali Realty Corporation to Timothy M. Jones, dated January 31, 1997 (filed as Exhibit 10.86 to the Company's Form 10-K dated December 31, 1996 and incorporated herein by reference).

10.51

 

Warrant issued by Cali Realty Corporation to Michael Grossman, dated January 31, 1997 (filed as Exhibit 10.89 to the Company's Form 10-K dated December 31, 1996 and incorporated herein by reference).
     

140



10.52

 

Second Amendment to Contribution and Exchange Agreement, dated as of June 27, 2000, between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin Eastview North Company, L.P., the Company and the Operating Partnership (filed as Exhibit 10.44 to the Company's Form 10-K dated December 31, 2002 and incorporated herein by reference).

10.53

 

Agreement of Sale and Purchase between and among M-C Harsimus Partners L.L.C. and Columbia Development Company, L.L.C., together as Seller, and iStar Harborside LLC, as Purchaser, dated August 12, 2003 (filed as Exhibit 10.43 to the Company's Form 10-Q dated September 30, 2003 and incorporated herein by reference).

10.54

 

Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership by and between Meadowlands Mills Limited Partnership, Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C. dated November 25, 2003 (filed as Exhibit 10.1 to the Company's Form 8-K dated December 3, 2003 and incorporated herein by reference).

10.55

 

Redevelopment Agreement by and between the New Jersey Sports and Exposition Authority and Meadowlands Mills/Mack-Cali Limited Partnership dated December 3, 2003 (filed as Exhibit 10.2 to the Company's Form 8-K dated December 3, 2003 and incorporated herein by reference).

14.1

 

Mack-Cali Realty Corporation Code of Business Conduct and Ethics (filed as Exhibit 99.3 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

*21.1

 

Subsidiaries of the Company.

*23.1

 

Consent of PricewaterhouseCoopers LLP, independent accountants.

*23.2

 

Consent of PricewaterhouseCoopers LLP, independent accountants to American Financial Exchange L.L.C.

*31.1

 

Certification of the Company's Chief Executive Officer, Mitchell E. Hersh, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2

 

Certification of the Company's Chief Financial Officer, Barry Lefkowitz, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1

 

Certification of the Company's Chief Executive Officer, Mitchell E. Hersh, and the Company's Chief Financial Officer, Barry Lefkowitz, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

 

Mack-Cali Realty Corporation Amended and Restated Audit Committee Charter (filed as Annex A to the Company's proxy statement for its Annual Meeting of Stockholders held on May 13, 2003 and incorporated herein by reference).

99.2

 

Mack-Cali Realty Corporation Executive Compensation and Option Committee Charter (filed as Exhibit 99.1 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

99.3

 

Mack-Cali Realty Corporation Nominating and Corporate Governance Committee Charter (filed as Exhibit 99.2 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

99.4

 

Mack-Cali Realty Corporation Corporate Governance Principles (filed as Exhibit 99.4 to the Company's Form 8-K dated December 2, 2003 and incorporated herein by reference).

*
filed herewith

141




QuickLinks

TABLE OF CONTENTS FORM 10-K
PART I
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing
Office Properties
Property Listing Office/Flex Properties
Property Listing Industrial/Warehouse, Retail and Land Lease Properties
PART II
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001
Liquidity and Capital Resources
Off-Balance Sheet Arrangements
Inflation
PART III
PART IV
REPORT OF INDEPENDENT AUDITORS
MACK-CALI REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)
MACK-CALI REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
MACK-CALI REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands)
MACK-CALI REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
MACK-CALI REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share/unit amounts)
MACK-CALI REALTY CORPORATION REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION December 31, 2003 (dollars in thousands)
MACK-CALI REALTY CORPORATION NOTE TO SCHEDULE III
Report of Independent Auditors
AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' CAPITAL
AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
AMERICAN FINANCIAL EXCHANGE L.L.C. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MACK-CALI REALTY CORPORATION Signatures
MACK-CALI REALTY CORPORATION EXHIBIT INDEX