For the quarterly period ended September 30, 2013

For the transition period from	to

Commission File Number:	1-13274

	Mack-Cali Realty Corporation
(Exact name of registrant as specified in its charter)

Maryland			22-3305147
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
343 Thornall Street, Edison, New Jersey			08837-2206
(Address of principal executive offices)			(Zip Code)
	(732) 590-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.  YES X NO ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes X   No ___
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.    Large accelerated filer  x                                                                                                           Accelerated filer  ¨   Non-accelerated filer  ¨ (Do not check if a smaller reporting company)                                                                                                                                Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES___  NO X
As of October 21, 2013, there were 88,023,335 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

		September 30,			December 31,
ASSETS		2013			2012
Rental property
Land and leasehold interests	$	755,643		$	782,315
Buildings and improvements		3,908,139			4,104,472
Tenant improvements		445,623			489,608
Furniture, fixtures and equipment		4,535			3,041
		5,113,940			5,379,436
Less – accumulated depreciation and amortization		(1,392,064)			(1,478,214)
		3,721,876			3,901,222
Rental property held for sale, net		-			60,863
Net investment in rental property		3,721,876			3,962,085
Cash and cash equivalents		308,043			58,245
Investments in unconsolidated joint ventures		131,859			132,339
Unbilled rents receivable, net		134,695			139,984
Deferred charges, goodwill and other assets		284,399			204,874
Restricted cash		19,213			19,339
Accounts receivable, net of allowance for doubtful accounts
of $3,122 and $2,614		9,178			9,179
Total assets	$	4,609,263		$	4,526,045
LIABILITIES AND EQUITY
Senior unsecured notes	$	1,616,337		$	1,446,894
Mortgages, loans payable and other obligations		752,344			757,495
Dividends and distributions payable		30,003			44,855
Accounts payable, accrued expenses and other liabilities		130,588			124,822
Rents received in advance and security deposits		45,857			55,917
Accrued interest payable		23,472			27,555
Total liabilities		2,598,601			2,457,538
Commitments and contingencies
Equity:
Mack-Cali Realty Corporation stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized,
88,021,807 and 87,536,292 shares outstanding		880			875
Additional paid-in capital		2,536,837			2,530,621
Dividends in excess of net earnings		(817,387)			(764,522)
Total Mack-Cali Realty Corporation stockholders’ equity		1,720,330			1,766,974
Noncontrolling interests in subsidiaries:
Operating Partnership		234,282			245,091
Consolidated joint ventures		56,050			56,442
Total noncontrolling interests in subsidiaries		290,332			301,533
Total equity		2,010,662			2,068,507
Total liabilities and equity	$	4,609,263		$	4,526,045

			Three Months Ended						Nine Months Ended
	September 30,								September 30,
REVENUES			2013			2012			2013			2012
Base rents		$	134,882		$	132,388		$	403,943		$	401,920
Escalations and recoveries from tenants			17,173			19,717			54,117			56,540
Construction services			678			1,169			15,650			9,235
Real estate services			7,003			1,247			20,088			3,519
Parking income			1,642			1,427			4,631			4,553
Other income			1,127			849			3,335			10,524
Total revenues			162,505			156,797			501,764			486,291
EXPENSES
Real estate taxes			20,572			20,472			62,055			64,587
Utilities			18,043			16,647			48,070			44,645
Operating services			25,852			24,261			76,487			71,859
Direct construction costs			609			979			14,945			8,594
Real estate services expenses			5,552			536			15,809			1,542
General and administrative			12,151			12,580			37,235			35,150
Depreciation and amortization			46,094			43,492			135,122			130,720
Impairments			48,700			-			48,700			-
Total expenses			177,573			118,967			438,423			357,097
Operating income			(15,068)			37,830			63,341			129,194
OTHER (EXPENSE) INCOME
Interest expense			(30,936)			(30,428)			(92,075)			(92,539)
Interest and other investment income			187			7			1,287			27
Equity in earnings (loss) of unconsolidated joint ventures			(229)			2,418			(2,059)			4,751
Loss from early extinguishment of debt			-			-			-			(4,415)
Total other (expense) income			(30,978)			(28,003)			(92,847)			(92,176)
Income (loss) from continuing operations			(46,046)			9,827			(29,506)			37,018
Discontinued operations:
Income from discontinued operations			2,164			6,337			11,842			17,446
Loss from early extinguishment of debt			-			-			(703)			-
Realized gains (losses) and unrealized losses
on disposition of rental property and impairments, net			47,321			12			61,079			2,390
Total discontinued operations, net			49,485			6,349			72,218			19,836
Net income			3,439			16,176			42,712			56,854
Noncontrolling interest in consolidated joint ventures			1,838			85			1,962			256
Noncontrolling interest in Operating Partnership			5,314			(1,207)			3,295			(4,543)
Noncontrolling interest in discontinued operations			(5,948)			(773)			(8,699)			(2,418)
Net income available to common shareholders		$	4,643		$	14,281		$	39,270		$	50,149
Basic earnings per common share:
Income (loss) from continuing operations		$	(0.44)		$	0.10		$	(0.28)		$	0.37
Discontinued operations			0.49			0.06			0.73			0.20
Net income available to common shareholders		$	0.05		$	0.16		$	0.45		$	0.57
Diluted earnings per common share:
Income (loss) from continuing operations		$	(0.44)		$	0.10		$	(0.28)		$	0.37
Discontinued operations			0.49			0.06			0.73			0.20
Net income available to common shareholders		$	0.05		$	0.16		$	0.45		$	0.57
Basic weighted average shares outstanding			87,793			87,826			87,724			87,814
Diluted weighted average shares outstanding			99,787			100,075			99,778			100,071

								Additional			Dividends in			Noncontrolling
		Common Stock						Paid-In			Excess of			Interests			Total
		Shares			Par Value			Capital			Net Earnings			in Subsidiaries			Equity
Balance at January 1, 2013		87,536		$	875		$	2,530,621		$	(764,522)		$	301,533		$	2,068,507
Net income		-			-			-			39,270			3,442			42,712
Common stock dividends		-			-			-			(92,135)			-			(92,135)
Common unit distributions		-			-			-			-			(12,634)			(12,634)
Increase in noncontrolling interests		-			-			-			-			1,570			1,570
Redemption of common units
for common stock		155			2			3,084			-			(3,086)			-
Shares issued under Dividend
Reinvestment and Stock Purchase Plan		7			-			191			-			-			191
Stock compensation		324			3			2,448			-			-			2,451
Rebalancing of ownership percentage
between parent and subsidiaries		-			-			493			-			(493)			-
Balance at September 30, 2013		88,022		$	880		$	2,536,837		$	(817,387)		$	290,332		$	2,010,662

			Nine Months Ended
			September 30,
CASH FLOWS FROM OPERATING ACTIVITIES			2013			2012
Net income		$	42,712		$	56,854
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets			135,148			130,683
Depreciation and amortization on discontinued operations			8,196			13,363
Amortization of stock compensation			2,451			2,338
Amortization of deferred financing costs and debt discount			2,379			1,945
Write off of unamortized discount on senior unsecured notes			156			370
Equity in loss (earnings) of unconsolidated joint venture, net			2,059			(4,751)
Distributions of cumulative earnings from unconsolidated joint ventures			6,468			2,680
Realized (gains) and unrealized losses on disposition
of rental property and impairments, net			(61,079)			(2,390)
Impairments			48,700			-
Changes in operating assets and liabilities:
Increase in unbilled rents receivable, net			(8,504)			(2,438)
Increase in deferred charges, goodwill and other assets			(27,584)			(22,521)
Increase (decrease) in accounts receivable, net			1			(909)
Increase in accounts payable, accrued expenses and other liabilities			5,967			8,056
Decrease in rents received in advance and security deposits			(10,059)			(2,472)
Decrease in accrued interest payable			(4,083)			(7,733)
Net cash provided by operating activities		$	142,928		$	173,075
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles		$	(149,200)			-
Rental property additions and improvements			(67,172)		$	(59,105)
Development of rental property			(12,954)			(16,301)
Proceeds from the sale of rental property			332,540			4,023
Issuance of notes and mortgage receivable			(16,425)			-
Repayment of notes receivable			208			-
Investment in unconsolidated joint ventures			(32,235)			(32,477)
Distributions in excess of cumulative earnings from
unconsolidated joint ventures			20,671			1,028
Payment of contingent consideration			(2,755)			-
Decrease in restricted cash			126			906
Net cash provided by (used in) investing activities		$	72,804		$	(101,926)
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility		$	289,000		$	420,026
Repayment of revolving credit facility			(289,000)			(408,526)
Proceeds from senior unsecured notes			268,928			299,403
Repayment of senior unsecured notes			(100,000)			(221,019)
Proceeds from mortgages and loans payable			2,343			-
Repayment of mortgages, loans payable and other obligations			(12,185)			(22,424)
Payment of financing costs			(5,459)			(2,635)
Payment of dividends and distributions			(119,561)			(134,927)
Net cash provided by (used in) financing activities		$	34,066		$	(70,102)
Net increase in cash and cash equivalents		$	249,798		$	1,047
Cash and cash equivalents, beginning of period			58,245			20,496
Cash and cash equivalents, end of period		$	308,043		$	21,543

Property

Rental properties are stated at cost less accumulated depreciation and amortization.  Costs directly related to the acquisition, development and construction of rental properties are capitalized.  Acquisition-related costs are expensed as incurred.  Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development.  Capitalized development and construction salaries and related costs approximated $1.9 million and $0.8 million for the three months ended September 30, 2013 and 2012, respectively, and $3.7 million and $2.2 million for the nine months ended September 30, 2013 and 2012, respectively.  Included in total rental property is construction, tenant improvement and development in-progress of $44.9 million and $107.6 million (which included costs related to two properties placed in service during the nine months ended September 30, 2013) as of September 30, 2013 and December 31, 2012, respectively.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  Fully-depreciated assets are removed from the accounts.

 

 

 

 

Leasehold interests	Remaining lease term
Buildings and improvements	5 to 40 years
Tenant improvements	The shorter of the term of the
	related lease or useful life
Furniture, fixtures and equipment	5 to 10 years

 

 

 

Rental Property

Held for Sale and

Discontinued

Operations

When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.  If, in management’s opinion, the estimated net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established.  Properties identified as held for sale and/or disposed of are presented in discontinued operations for all periods presented.  See Note 7: Discontinued Operations.

 

 

 
 

Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.  The Company applies the equity method by initially recording these investments at cost, as Investments in Unconsolidated Joint Ventures, subsequently adjusted for equity in earnings and cash contributions and distributions.  The outside basis portion of the Company’s joint ventures is amortized over the anticipated useful lives of the underlying ventures’ tangible and intangible assets acquired and liabilities assumed.  Generally, the Company would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Company has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee.    If the venture subsequently generates income, the Company only recognizes its share of such income to the extend it exceeds its share of previously unrecognized losses.

Equivalents

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

 
 

Financing Costs

Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Amortization of such costs is included in interest expense and was $954,000 and $673,000 for the three months ended September 30, 2013 and 2012, respectively, and $2,379,000 and $1,945,000 for the nine months ended September 30, 2013 and 2012, respectively.  If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (loss) on early extinguishment of debt.  Such unamortized costs which were written off amounted to $156,000 and zero for the three months ended September 30, 2013 and 2012, respectively, and $156,000 and $370,000 for the nine months ended September 30, 2013 and 2012, respectively.

Leasing Costs

Costs incurred in connection with leases are capitalized and amortized on a straight-line basis over the terms of the related leases and included in depreciation and amortization.  Unamortized deferred leasing costs are charged to amortization expense upon early termination of the lease.  Certain employees of the Company are compensated for providing leasing services to the Properties.  The portion of such compensation, which is capitalized and amortized, approximated $962,000 and $1,156,000 for the three months ended September 30, 2013 and 2012, respectively, and $3,168,000 and $3,312,000 for the nine months ended September 30, 2013 and 2012, respectively.

 

 

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination.  Management performs an annual impairment test for goodwill during the fourth quarter.  Additionally, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amounts of goodwill may not be fully recoverable.

 
 

Instruments

The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.  For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

 
 

Recognition

Base rental revenue is recognized on a straight-line basis over the terms of the respective leases.  Unbilled rents receivable represents the cumulative amount by which straight-line rental revenue exceeds rents currently billed in accordance with the lease agreements.  Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed-rate renewal options for below-market leases.  The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.  Escalations and recoveries from tenants are received from tenants for certain costs as provided in the lease agreements.  These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs.  See Note 14: Tenant Leases.  Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients.  Construction services revenue is recognized on the percentage of completion method.  Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts.  A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract.  This revenue recognition method involves inherent risks relating to profit and cost estimates.  Real estate services revenue includes property management, development and leasing commission fees and other services, and payroll and related costs reimbursed from clients.  Fee income derived from the Company’s unconsolidated joint ventures (which are capitalized by such ventures) are recognized to the extent attributable to the unaffiliated ownership interests.  Other income includes income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

Doubtful Accounts

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

 
 

Other Taxes

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

Earnings

Per Share

The Company presents both basic and diluted earnings per share (“EPS”).  Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount.  Shares whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS shall be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares shall be included in the denominator of diluted EPS as of the beginning of the period (or as of the date of the grant, if later).

Dividends and

Payable

The dividends and distributions payable at September 30, 2013 represents dividends payable to common shareholders (87,766,758 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,987,175 common units) for all such holders of record as of October 3, 2013 with respect to the third quarter 2013.  The third quarter 2013 common stock dividends and common unit distributions of $0.30 per common share and unit were approved by the Board of Directors on September 12, 2013.  The common stock dividends and common unit distributions payable were paid on October 11, 2013.

For Stock

Issuances

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

Stock

Compensation

The Company accounts for stock compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation.  These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”), TSR-based Performance Shares and stock options (if any) at the grant date be amortized ratably into expense over the appropriate vesting period.  The Company recorded stock compensation expense of $755,000 and $579,000 for the three months ended September 30, 2013 and 2012, respectively, and $2,402,000 and $1,971,000 for the nine months ended September 30, 2013 and 2012, respectively.

Other

Comprehensive

Income

Other comprehensive income (loss) includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale.  There was no difference in other comprehensive income to net income for the three and nine months ended September 30, 2013 and 2012, and no accumulated other comprehensive income as of September 30, 2013 and 2012.

 

 

 

 

										Total
		Alterra 1A				Alterra 1B				Acquisitions
Land	$	9,042			$	12,055			$	21,097
Buildings and improvements		50,671				71,409				122,080
Furniture, fixtures and equipment		801				1,474				2,275
In-place lease values		931	(1)			3,148	(1)			4,079
		61,445				88,086				149,531
Less: Below market lease values		195	(1)			136	(1)			331
		195				136				331
Net cash paid at acquisition	$	61,250			$	87,950			$	149,200

 

Land		$	5,585
Construction in progress			3,387
			8,972
Cash and cash equivalents			79
Other assets			47
Accounts payable			(325)
			(199)
Noncontrolling interest recorded upon consolidation			(1,252)
Net assets recorded upon consolidation		$	7,521

Garage

Development

Development

# of

Rentable

Parking

Costs Incurred

Costs Per

Date

Property/Address

Location

Type

Bldgs.

Square Feet

Spaces

by Company

Square Foot

06/05/13

14 Sylvan Way

Parsippany, New Jersey

Office

1

203,506

-

$

51,484

(a)

$

253

08/01/13

Port Imperial South 4/5

Weehawken, New Jersey

Parking/Retail

1

16,736

850

71,107

(b)

N/A

Totals

2

220,242

850

$

122,591

 
 

				Rentable			Net			Net
Sale			# of	Square			Sales			Book			Realized
Date	Property/Address	Location	Bldgs.	Feet			Proceeds			Value			Gain (loss)
04/10/13	19 Skyline Drive (a)	Hawthorne, New York	1	248,400		$	16,131		$	16,005		$	126
04/26/13	55 Corporate Drive	Bridgewater, New Jersey	1	204,057			70,967			51,308			19,659
05/02/13	200 Riser Road	Little Ferry, New Jersey	1	286,628			31,775			14,852			16,923
05/13/13	777 Passaic Avenue	Clifton, New Jersey	1	75,000			5,640			3,713			1,927
05/30/13	16 and 18 Sentry Parkway West (b)	Blue Bell, Pennsylvania	2	188,103			19,041			19,721			(680)
05/31/13	51 Imclone Drive (c)	Branchburg, New Jersey	1	63,213			6,101			5,278			823
06/28/13	40 Richards Avenue	Norwalk, Connecticut	1	145,487			15,858			17,027			(1,169)
07/10/13	106 Allen Road	Bernards Township, New Jersey	1	132,010			17,677			13,522			4,155
08/27/13	Pennsylvania office portfolio (d) (e)	Suburban Philadelphia, Pennsylvania	15	1,663,511			207,425			164,259			43,166
Totals:			24	3,006,409		$	390,615		$	305,685		$	84,930

(a)

The Company recognized a valuation allowance of $7.1 million on this property at December 31, 2012.  In connection with the sale, the Company provided an interest-free note receivable to the buyer of $5 million (with a net present value of $3.6 million at September 30, 2013) which matures in ten years and requires monthly payments of principal.  See Note 5: Deferred charges, goodwill and other assets.

(b)	The Company recorded an $8.4 million impairment charge on these properties at December 31, 2012.  The Company has retained a subordinated interest in these properties.

(c)

The property was encumbered by a mortgage loan which was satisfied by the Company at the time of the sale.  The Company incurred $0.7 million in costs for the debt satisfaction, which was included in discontinued operations:  loss from early extinguishment of debt for the nine months ended September 30, 2013.

(d)

In order to reduce the carrying value of five of the properties to their estimated fair market values, the Company recorded impairment charges of $23.9 million at June 30, 2013.   The fair value used in the impairment charges was based on the purchase and sale agreement for the properties ultimately sold.

(e)	The portfolio sale also included three developable land parcels.

 

 

 

 

			September 30,			December 31,
			2013			2012
Assets:
Rental property, net		$	736,487		$	180,254
Loan receivable			44,459			42,276
Other assets			434,714			311,847
Total assets		$	1,215,660		$	534,377
Liabilities and partners'/
members' capital:
Mortgages and loans payable		$	600,473		$	168,908
Other liabilities			71,552			12,141
Partners'/members' capital			543,635			353,328
Total liabilities and
partners'/members' capital		$	1,215,660		$	534,377

		September 30,			December 31,
Entity		2013			2012
Plaza VIII & IX Associates, L.L.C.	$	4,065		$	4,321
South Pier at Harborside		(2,095)			(1,225)
Red Bank Corporate Plaza, L.L.C.		3,972			3,876
12 Vreeland Associates, L.L.C.		5,439			12,840
Boston Downtown Crossing		-			13,012
Gale Jefferson, L.L.C.		-			1,029
Stamford SM LLC		35,667			34,006
Marbella RoseGarden, L.L.C.		15,976			16,918
RoseGarden Monaco Holdings, L.L.C.		3,524			4,761
Rosewood Lafayette Holdings, L.L.C.		1,119			1,988
PruRose Port Imperial South 15, LLC		-			606
Rosewood Morristown, L.L.C.		6,603			7,091
Overlook Ridge JV, L.L.C.		178			31
Overlook Ridge, L.L.C.		-			-
Overlook Ridge JV 2C/3B, L.L.C.		-			179
Roseland/North Retail, L.L.C.		1,967			2,161
BNES Associates III		1,708			1,955
Portside Master Company, L.L.C.		3,449			3,651
PruRose Port Imperial South 13, LLC		2,451			2,920
Roseland/Port Imperial Partners, L.P.		2,755			2,582
RoseGarden Marbella South, L.L.C.		7,160			6,182
PruRose Riverwalk G, L.L.C.		3,515			4,136
Elmajo Urban Renewal Associates, LLC		232			629
Estuary Urban Renewal Unit B, LLC		74			220
RiverPark at Harrison I, L.L.C.		3,404			2,606
150 Main Street, L.L.C.		-			2,395
RoseGarden Monaco, L.L.C.		1,208			1,165
Hillsborough 206 Holdings, L.L.C.		1,989			1,967
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.		397			337
Crystal House Apartments Investors LLC		26,928			-
Other		174			-
Company's investment in unconsolidated joint ventures	$	131,859		$	132,339