For the quarterly period ended March 31, 2014

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 April 21, 2014, there were 88,657,814 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

		MACK-CALI REALTY CORPORATION
		FORM 10-Q
		INDEX
Part I	Financial Information		Page
	Item 1.	Financial Statements (unaudited):	3
		Consolidated Balance Sheets as of March 31, 2014	4
		and December 31, 2013
		Consolidated Statements of Operations for the three months	5
		ended March 31, 2014 and 2013
		Consolidated Statement of Changes in Equity for the three months	6
		ended March 31, 2014
		Consolidated Statements of Cash Flows for the three months	7
		ended March 31, 2014 and 2013
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition	50
		and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
	Item 4.	Controls and Procedures	68
Part II	Other Information
	Item 1.	Legal Proceedings	69
	Item 1A.	Risk Factors	69
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
	Item 3.	Defaults Upon Senior Securities	69
	Item 4.	Mine Safety Disclosures	69
	Item 5.	Other Information	69
	Item 6.	Exhibits	69
Signatures			70
Exhibit Index			71

 

 

 

 

		March 31,			December 31,
ASSETS		2014			2013
Rental property
Land and leasehold interests	$	736,058		$	750,658
Buildings and improvements		3,884,320			3,915,800
Tenant improvements		432,279			456,003
Furniture, fixtures and equipment		9,116			7,472
		5,061,773			5,129,933
Less – accumulated depreciation and amortization		(1,396,795)			(1,400,988)
		3,664,978			3,728,945
Rental property held for sale, net		51,161			-
Net investment in rental property		3,716,139			3,728,945
Cash and cash equivalents		58,734			221,706
Investments in unconsolidated joint ventures		179,656			181,129
Unbilled rents receivable, net		139,218			136,304
Deferred charges, goodwill and other assets		228,730			218,519
Restricted cash		20,620			19,794
Accounts receivable, net of allowance for doubtful accounts
of $1,962 and $2,832		11,246			8,931
Total assets	$	4,354,343		$	4,515,328
LIABILITIES AND EQUITY
Senior unsecured notes	$	1,416,843		$	1,616,575
Revolving credit facility		70,000			-
Mortgages, loans payable and other obligations		745,444			746,191
Dividends and distributions payable		30,145			29,938
Accounts payable, accrued expenses and other liabilities		147,357			121,286
Rents received in advance and security deposits		50,175			53,730
Accrued interest payable		23,259			29,153
Total liabilities		2,483,223			2,596,873
Commitments and contingencies
Equity:
Mack-Cali Realty Corporation stockholders’ equity:
Common stock, $0.01 par value, 190,000,000 shares authorized,
88,630,146 and 88,247,591 shares outstanding		886			882
Additional paid-in capital		2,546,233			2,539,326
Dividends in excess of net earnings		(939,837)			(897,849)
Total Mack-Cali Realty Corporation stockholders’ equity		1,607,282			1,642,359
Noncontrolling interests in subsidiaries:
Operating Partnership		208,877			220,813
Consolidated joint ventures		54,961			55,283
Total noncontrolling interests in subsidiaries		263,838			276,096
Total equity		1,871,120			1,918,455
Total liabilities and equity	$	4,354,343		$	4,515,328

		Three Months Ended
			March 31,
REVENUES			2014			2013
Base rents		$	134,051		$	133,623
Escalations and recoveries from tenants			25,568			19,488
Construction services			-			8,226
Real estate services			6,692			6,443
Parking income			2,114			1,392
Other income			1,171			1,741
Total revenues			169,596			170,913
EXPENSES
Real estate taxes			24,351			21,649
Utilities			28,281			16,288
Operating services			29,222			25,308
Direct construction costs			-			7,825
Real estate services expenses			6,709			4,953
General and administrative			22,881			11,973
Depreciation and amortization			44,985			43,348
Total expenses			156,429			131,344
Operating income			13,167			39,569
OTHER (EXPENSE) INCOME
Interest expense			(29,946)			(29,869)
Interest and other investment income			386			6
Equity in earnings (loss) of unconsolidated joint ventures			(1,235)			(1,750)
Total other (expense) income			(30,795)			(31,613)
Income (loss) from continuing operations			(17,628)			7,956
Discontinued operations:
Income from discontinued operations			-			5,133
Total discontinued operations			-			5,133
Net income (loss)			(17,628)			13,089
Noncontrolling interest in consolidated joint ventures			322			62
Noncontrolling interest in Operating Partnership			2,008			(973)
Noncontrolling interest in discontinued operations			-			(622)
Net income (loss) available to common shareholders		$	(15,298)		$	11,556
Basic earnings per common share:
Income (loss) from continuing operations		$	(0.17)		$	0.08
Discontinued operations			-			0.05
Net income (loss) available to common shareholders		$	(0.17)		$	0.13
Diluted earnings per common share:
Income (loss) from continuing operations		$	(0.17)		$	0.08
Discontinued operations			.			0.05
Net income (loss) available to common shareholders		$	(0.17)		$	0.13
Basic weighted average shares outstanding			88,289			87,669
Diluted weighted average shares outstanding			99,876			99,849

								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, 2014		88,248		$	882		$	2,539,326		$	(897,849)		$	276,096		$	1,918,455
Net income (loss)		-			-			-			(15,298)			(2,330)			(17,628)
Common stock dividends		-			-			-			(26,690)			-			(26,690)
Common unit distributions		-			-			-			-			(3,455)			(3,455)
Redemption of common units
for common stock		347			3			6,449			-			(6,452)			-
Shares issued under Dividend
Reinvestment and Stock Purchase Plan		2			-			45			-			-			45
Director deferred compensation plan		-			-			117			-			-			117
Stock compensation		33			1			275			-			-			276
Rebalancing of ownership percentage
between parent and subsidiaries		-			-			21			-			(21)			-
Balance at March 31, 2014		88,630		$	886		$	2,546,233		$	(939,837)		$	263,838		$	1,871,120

			Three Months Ended
		March 31,
CASH FLOWS FROM OPERATING ACTIVITIES			2014			2013
Net income (loss)		$	(17,628)		$	13,089
Adjustments to reconcile net income (loss) to net cash provided by
Operating activities:
Depreciation and amortization, including related intangible assets			45,461			43,389
Depreciation and amortization on discontinued operations			-			3,453
Amortization of deferred stock units			117			-
Amortization of stock compensation			4,543			606
Amortization of deferred financing costs and debt discount			769			773
Equity in loss of unconsolidated joint venture, net			1,235			1,750
Distributions of cumulative earnings from unconsolidated joint ventures			1,811			453
Changes in operating assets and liabilities:
Increase in unbilled rents receivable, net			(2,908)			(6,335)
Increase in deferred charges, goodwill and other assets			(15,745)			(8,862)
Decrease in accounts receivable, net			(2,316)			74
Increase in accounts payable, accrued expenses and other liabilities			21,579			9,797
Decrease in rents received in advance and security deposits			(3,554)			(3,339)
Increase in accrued interest payable			(5,894)			(5,783)
Net cash provided by operating activities		$	27,470		$	49,065
CASH FLOWS FROM INVESTING ACTIVITIES
Rental property acquisitions and related intangibles		$	-		$	(61,318)
Rental property additions and improvements			(14,600)			(25,214)
Development of rental property, other related costs and deposits			(7,357)			(9,121)
Investment in unconsolidated joint ventures			(1,889)			(30,523)
Distributions in excess of cumulative earnings from
unconsolidated joint ventures			456			1,233
Increase in restricted cash			(826)			(1,080)
Net cash used in investing activities		$	(24,216)		$	(126,023)
CASH FLOW FROM FINANCING ACTIVITIES
Borrowings from revolving credit facility		$	70,000		$	153,500
Repayment of revolving credit facility			-			(61,500)
Repayment of senior unsecured notes			(200,000)			-
Proceeds from mortgages and loans payable			425			1,363
Repayment of mortgages, loans payable and other obligations			(2,793)			(2,643)
Payment of contingent consideration			(3,936)			(2,755)
Payment of financing costs			-			(236)
Payment of dividends and distributions			(29,922)			(44,832)
Net cash (used in) provided by financing activities		$	(166,226)		$	42,897
Net increase (decrease) in cash and cash equivalents		$	(162,972)		$	(34,061)
Cash and cash equivalents, beginning of period			221,706			58,245
Cash and cash equivalents, end of period		$	58,734		$	24,184

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 $0.9 million and $0.9 million for the three months ended March 31, 2014 and 2013, respectively.  Included in total rental property is construction, tenant improvement and development in-progress of $49.2 million and $40.8 million as of March 31, 2014 and December 31, 2013, 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

 

 

 

 

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 extent it exceeds its share of previously unrecognized losses.

Cash and Cash

Equivalents

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

 
 

Financing Costs

Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Amortization of such costs is included in interest expense and was $769,000 and $773,000 for the three months ended March 31, 2014 and 2013, respectively. If a financing obligation is extinguished early, any unamortized deferred financing costs are written off and included in gains (loss) from early extinguishment of debt.

 
 

Leasing Costs

Costs incurred in connection with commercial 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 related to commercial leases, which is capitalized and amortized, approximated $1,031,000 and $1,173,000 for the three months ended March 31, 2014 and 2013, 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. Goodwill is allocated to various reporting units, as applicable.  Each of the Company’s segments consists of a reporting unit. Goodwill is not amortized.  Management performs an annual impairment test for goodwill during the fourth quarter and between annual tests, management evaluates the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable.  In its impairment tests of goodwill, management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying amount, then performing the additional two-step impairment test is unnecessary. If the carrying amount of goodwill exceeds its fair value, an impairment charge is recognized.

 

 

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.

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 (determined by excluding any net capital gains) to its shareholders.  If and to the extent the Company retains and does not distribute any net capital gains, the Company will be required to pay federal, state and local taxes on such net capital gains at the rate applicable to capital gains of a corporation.  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.   The Company has conducted business through its TRS entities for certain property management, development, construction and other related services, as well as to hold a joint venture interest in a hotel and other matters.  As of March 31, 2014, the Company had a deferred tax asset with a balance of approximately $14.4 million which has been fully reserved for through a valuation allowance.  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 from continuing operations 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 March 31, 2014 represents dividends payable to common shareholders (88,461,183 shares) and distributions payable to noncontrolling interest common unitholders of the Operating Partnership (11,518,069 common units) for all such holders of record as of April 3, 2014 with respect to the first quarter 2014.  The first quarter 2014 common stock dividends and common unit distributions of $0.30 per common share and unit were approved by the Board of Directors on March 11, 2014.  The common stock dividends and common unit distributions payable were paid on April 11, 2014.

For Stock

Issuances

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

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 at the grant date be amortized ratably into expense over the appropriate vesting period.  The Company recorded stock compensation expense of $3,387,000 (which includes $3,203,000 related to the departure of executive vice presidents.  See Note 13: Commitments and Contingencies – Departure of Executive Vice Presidents) and $845,000 for the three months ended March 31, 2014 and 2013, 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 months ended March 31, 2014 and 2013, and no accumulated other comprehensive income as of March 31, 2014 and December 31, 2013.

Fair Value

Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

•	Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

•

Level 2: Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities inactive markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and

•	Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

 

 

 

Discontinued

Operations

In April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to the reporting of discontinued operation and disclosures of disposals of components of an entity.  This guidance defines a discontinued operation as a component or group of components disposed or classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and final result; the guidance states that a strategic shift could include a disposal of a major geographical area of operations, a major line of business, a major equity method investment or other major parts of an entity.  The guidance also provides for additional disclosure requirements in connection with both discontinued operations and other dispositions not qualifying as discontinued operations.  The guidance will be effective for annual and interim periods beginning on or after December 15, 2014. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date.  All entities may early adopt the guidance for new disposals (or new classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has elected to early adopt this standard effective with the interim period beginning January 1, 2014. Prior to January 1, 2014, properties identified as held for sale and/or disposed of were presented in discontinued operations for all periods presented.  See Note 7: Discontinued Operations.

			Three Months Ended
			March 31,
			2014			2013
Total revenues		$	1,842		$	1,838
Operating and other expenses			(317)			(311)
Depreciation and amortization			(309)			(394)
Income from property held for sale			1,216			1,133

			March 31,			December 31,
			2014			2013
Assets:
Rental property, net		$	914,163		$	755,049
Loan receivable			45,772			45,050
Other assets			437,516			582,990
Total assets		$	1,397,451		$	1,383,089
Liabilities and partners'/
members' capital:
Mortgages and loans payable		$	678,432		$	637,709
Other liabilities			85,048			87,231
Partners'/members' capital			633,971			658,149
Total liabilities and
partners'/members' capital		$	1,397,451		$	1,383,089

		March 31,			December 31,
Entity		2014			2013
Plaza VIII & IX Associates, L.L.C.	$	3,804		$	3,702
South Pier at Harborside (a)		-			-
Red Bank Corporate Plaza, L.L.C.		4,153			4,046
12 Vreeland Associates, L.L.C.		5,604			5,514
Stamford SM LLC		36,835			36,258
Marbella RoseGarden, L.L.C.		15,791			15,797
RoseGarden Monaco Holdings, L.L.C.		2,925			3,201
Rosewood Lafayette Holdings, L.L.C.		641			857
PruRose Port Imperial South 15, LLC		-			-
Rosewood Morristown, L.L.C.		6,336			6,455
Overlook Ridge JV, L.L.C.		-			-
Overlook Ridge, L.L.C.		-			-
Overlook Ridge JV 2C/3B, L.L.C.		-			-
Roseland/North Retail, L.L.C.		1,906			1,930
BNES Associates III		1,790			1,753
Portside Master Company, L.L.C.		2,950			3,207
PruRose Port Imperial South 13, LLC		1,982			2,206
Roseland/Port Imperial Partners, L.P.		2,017			2,068
RoseGarden Marbella South, L.L.C.		7,951			7,567
PruRose Riverwalk G, L.L.C.		2,579			3,117
Elmajo Urban Renewal Associates, LLC		91			203
Estuary Urban Renewal Unit B, LLC		-			24
RiverPark at Harrison I, L.L.C.		3,808			3,655
RoseGarden Monaco, L.L.C.		1,239			1,224
Hillsborough 206 Holdings, L.L.C.		1,962			1,962
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.		337			337
Crystal House Apartments Investors LLC		26,326			26,838
KPG-P 100 IMW JV, LLC		1,234			1,887
Capitol Place Mezz LLC		47,302			46,628
Other		93			693
Company's investment in unconsolidated joint ventures	$	179,656		$	181,129

(a)	The negative investment balance for this joint venture of $2,308,018 and $1,706,000 as of March 31, 2014 and December 31, 2013, respectively, were included in accounts payable, accrued expenses and other liabilities.

			Three Months Ended
			March 31,
			2014			2013
Total revenues		$	30,993		$	12,420
Operating and other expenses			(18,353)			(7,948)
Depreciation and amortization			(8,368)			(3,091)
Interest expense			(6,341)			(2,012)
Net income (loss)		$	(2,069)		$	(631)

			Three Months Ended
			March 31,
Entity			2014			2013
Plaza VIII & IX Associates, L.L.C.		$	102		$	9
South Pier at Harborside			398			(511)
Red Bank Corporate Plaza, L.L.C.			99			101
12 Vreeland Associates, L.L.C.			89			(92)
Stamford SM LLC			916			885
Marbella RoseGarden, L.L.C.			(6)			(111)
RoseGarden Monaco Holdings, L.L.C.			(277)			(399)
Rosewood Lafayette Holdings, L.L.C.			(216)			(290)
PruRose Port Imperial South 15, LLC			-			(606)
Rosewood Morristown, L.L.C.			(98)			(124)
Overlook Ridge JV, L.L.C.			(46)			-
Overlook Ridge, L.L.C.			-			-
Overlook Ridge JV 2C/3B, L.L.C.			62			(73)
Roseland/North Retail, L.L.C.			(24)			(49)
BNES Associates III			36			(69)
Portside Master Company, L.L.C.			(213)			(45)
PruRose Port Imperial South 13, LLC			(206)			(133)
Roseland/Port Imperial Partners, L.P.			(164)			-
RoseGarden Marbella South, L.L.C.			-			(18)
PruRose Riverwalk G, L.L.C.			(538)			(186)
Elmajo Urban Renewal Associates, LLC			(112)			(115)
Estuary Urban Renewal Unit B, LLC			(15)			-
RiverPark at Harrison I, L.L.C.			-			-
RoseGarden Monaco, L.L.C.			-			-
Hillsborough 206 Holdings, L.L.C.			(5)			-
Grand Jersey Waterfront Urban Renewal Associates, L.L.C.			(37)			-
Crystal House Apartments Investors LLC			(327)			13
KPG-P 100 IMW JV, LLC			(653)			-
Capitol Place Mezz LLC			-			-
Other			-			63
Company's equity in earnings (loss) of unconsolidated joint ventures		$	(1,235)		$	(1,750)

 
 

 

 

 

 

 

 

 

 

 

 

 

·	to pay accrued and unpaid interest at a rate of eight percent on the balance note, as defined;

·	to Rosewood Morristown in an amount equal to its current year’s annual preferred return rate of eight percent on its adjusted capital, as defined;

·	to pay the outstanding balance remaining on the balance note, which was $975,000 as of March 31, 2014;

·	to Rosewood Morristown in an amount equal to its adjusted capital balance, which was $3.2 million as of March 31, 2014; and

·	to the members in accordance with their ownership percentages.

 

 

 

 

·	First, to the members in proportion to their respective unrecovered capital percentages, as defined in the agreement, until each member’s unrecovered capital has been reduced to zero; and

·	Second, to the members in accordance with their ownership percentages.

 

 

 

 

·	First, to the members in proportion to their unrecovered capital percentages, as defined, until the cumulative amounts distributed  equal such member’s return of six percent on the unrecovered capital; and

·	Second, to the members in accordance with their ownership percentages.

 

 

 

 

·	First, to each member in proportion to and to the extent of such member’s unrecovered return of nine percent on unrecovered capital; and

·	Second, to the members in accordance with their ownership percentages.

 

 

 

 

 

 

 

 

·	to Prudential and Prudential LLC, in proportion to the excess of their operating return of ten percent on Prudential’s Parcel C contribution, as defined, accrued to the date of such distribution over the aggregate amounts previously distributed to such partner for such return;

·	to the partners, to the extent of any excess of such partner’s operating return of ten percent on its additional capital contributions over the aggregate amounts previously distributed for such return; and

·	to the partners in accordance with their percentage interests.

 

 

 

 

 

 

 

 

·	First, to the members to the extent of and in proportion to their respective preferred return of 8.50 percent on the members’ unrecovered capital; and

·	Second, to the members in accordance with their ownership percentages.