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


FORM 10-Q

(Mark One)  

ý

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

For the quarterly period ended March 31, 2003

OR

o

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

For the transition period from                          to                         

Commission file number 1-13274


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

Maryland
(State or other jurisdiction of
incorporation or organization)
22-3305147
(I.R.S. Employer
Identification Number)

11 Commerce Drive, Cranford, New Jersey 07016-3501
(Address of principal executive office) (Zip Code)

(908) 272-8000
(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 twelve (12) months (or for such shorter period that the Registrant was required to file such reports) YES ý    NO o and (2) has been subject to such filing requirements for the past ninety (90) days YES ý    NO o.

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

        As of April 30, 2003, there were 57,673,860 shares of $0.01 par value common stock outstanding.





MACK-CALI REALTY CORPORATION
FORM 10-Q
INDEX

 
 
 
  Page
Part I Financial Information    

 

Item 1.

Financial Statements:

 

 

 

 

Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002

 

4

 

 

Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002

 

5

 

 

Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 2003

 

6

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002

 

7

 

 

Notes to Consolidated Financial Statements

 

8-33

 

Item 2.

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

 

34-44

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

45

 

Item 4.

Controls and Procedures

 

45

Part II

Other Information and Signatures

 

 

 

Item 1.

Legal Proceedings

 

46

 

Item 2.

Changes in Securities and Use of Proceeds

 

46

 

Item 3.

Defaults Upon Senior Securities

 

46

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

46

 

Item 5.

Other Information

 

46

 

Item 6.

Exhibits and Reports on Form 8-K

 

47-52

 

 

Signatures

 

53

 

 

Certifications

 

54-55

2



MACK-CALI REALTY CORPORATION
Part I—Financial Information

Item I. Financial Statements

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

        The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Mack-Cali Realty Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

        The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

3



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

 
  March 31,
2003

  December 31,
2002

 
 
  (unaudited)

   
 
ASSETS              
Rental property              
  Land and leasehold interests   $ 544,469   $ 544,176  
  Buildings and improvements     3,157,703     3,141,003  
  Tenant improvements     167,230     164,945  
  Furniture, fixtures and equipment     7,557     7,533  
   
 
 
      3,876,959     3,857,657  
  Less—accumulated depreciation and amortization     (469,448 )   (445,569 )
   
 
 
    Net investment in rental property     3,407,511     3,412,088  
Cash and cash equivalents     15,262     1,167  
Investments in unconsolidated joint ventures, net     179,088     176,797  
Unbilled rents receivable, net     67,040     64,759  
Deferred charges and other assets, net     128,383     127,551  
Restricted cash     8,197     7,777  
Accounts receivable, net of allowance for doubtful accounts of $1,273 and $1,856     3,999     6,290  
   
 
 
Total assets   $ 3,809,480   $ 3,796,429  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Senior unsecured notes   $ 1,072,596   $ 1,097,346  
Revolving credit facilities     110,375     73,000  
Mortgages and loans payable     573,021     582,026  
Dividends and distributions payable     45,149     45,067  
Accounts payable and accrued expenses     55,571     50,774  
Rents received in advance and security deposits     37,350     39,038  
Accrued interest payable     10,360     24,948  
   
 
 
    Total liabilities     1,904,422     1,912,199  
   
 
 
Minority interest in Operating Partnership     429,155     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, 57,592,309 and 57,318,478 shares outstanding     576     573  
Additional paid-in capital     1,533,412     1,525,479  
Dividends in excess of net earnings     (75,287 )   (68,966 )
Unamortized stock compensation     (7,798 )   (2,892 )
   
 
 
    Total stockholders' equity     1,475,903     1,454,194  
   
 
 
Total liabilities and stockholders' equity   $ 3,809,480   $ 3,796,429  
   
 
 

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

4



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts) (unaudited)

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
REVENUES              
Base rents   $ 126,248   $ 126,156  
Escalations and recoveries from tenants     15,833     13,192  
Parking and other     5,862     3,061  
Interest income     326     339  
   
 
 
    Total revenues     148,269     142,748  
   
 
 
EXPENSES              
Real estate taxes     15,913     15,284  
Utilities     10,896     10,077  
Operating services     20,323     16,109  
General and administrative     6,758     6,702  
Depreciation and amortization     29,201     23,952  
Interest expense     30,913     26,359  
   
 
 
    Total expenses     114,004     98,483  
   
 
 
Income from continuing operations before minority interest and equity in earnings of unconsolidated joint ventures     34,265     44,265  
Minority interest in Operating Partnership     (7,569 )   (8,894 )
Equity in earnings of unconsolidated joint ventures (net of minority interest), net     2,094     (1,145 )
   
 
 
Income from continuing operations     28,790     34,226  
Discontinued operations (net of minority interest):              
  Income from discontinued operations     26     163  
  Realized gain on disposition of rental property     1,165      
   
 
 
Total discontinued operations, net     1,191     163  
Realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net         6,226  
   
 
 
Net income   $ 29,981   $ 40,615  
   
 
 
Basic earnings per common share:              
Income from continuing operations   $ 0.50   $ 0.72  
Discontinued operations     0.02      
   
 
 
Net income   $ 0.52   $ 0.72  
   
 
 
Diluted earnings per common share:              
Income from continuing operations   $ 0.50   $ 0.70  
Discontinued operations     0.02      
   
 
 
Net income   $ 0.52   $ 0.70  
   
 
 
Dividends declared per common share   $ 0.63   $ 0.62  
   
 
 
Basic weighted average shares outstanding     57,228     56,799  
   
 
 
Diluted weighted average shares outstanding     65,146     71,461  
   
 
 

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

5



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2003
(in thousands) (unaudited)

 
  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, 2003         57,318   $ 573   $ 1,525,479   $ (68,966 ) $ (2,892 ) $ 1,454,194  
  Net income                     29,981         29,981  
  Dividends                     (36,302 )       (36,302 )
  Issuance of preferred stock   10   $ 25,000           (164 )           24,836  
  Redemption of common units for shares of common stock         2         53             53  
  Proceeds from stock options exercised         138     1     3,649             3,650  
  Stock options expense                 38             38  
  Deferred compensation plan for directors                 56             56  
  Issuance of Restricted Stock Awards         169     2     5,051         (5,013 )   40  
  Amortization of stock compensation                         387     387  
  Adjustment to fair value of Restricted Stock Awards                 295         (295 )    
  Cancellation of Restricted Stock Awards                 (15 )       15      
  Repurchase of common stock         (35 )       (1,030 )           (1,030 )
   
 
 
 
 
 
 
 
 
Balance at March 31, 2003   10   $ 25,000   57,592   $ 576   $ 1,533,412   $ (75,287 ) $ (7,798 ) $ 1,475,903  
   
 
 
 
 
 
 
 
 

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

6



MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
CASH FLOWS FROM OPERATING ACTIVITIES              
Net income   $ 29,981   $ 40,615  
Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization     29,201     23,953  
    Stock options expense     38      
    Amortization of stock compensation     387     498  
    Amortization of deferred financing costs and debt discount     1,251     1,176  
    Equity in earnings of unconsolidated joint ventures (net of minority interest), net     (2,094 )   1,145  
    Realized (gains) losses and unrealized losses on disposition of rental property (net of minority interest), net     (1,165 )   (6,226 )
    Minority interest in Operating Partnership     7,569     8,894  
    Minority interest in income from discontinued operations     4     23  
Changes in operating assets and liabilities:              
    Increase in unbilled rents receivable, net     (2,345 )   (2,743 )
    Increase in deferred charges and other assets, net     (9,074 )   (8,742 )
    Decrease in accounts receivable, net     2,291     10  
    Increase (decrease) in accounts payable and accrued expenses     4,797     (3,431 )
    (Decrease) increase in rents received in advance and security deposits     (1,688 )   1,212  
    Decrease in accrued interest payable     (14,588 )   (16,196 )
   
 
 
  Net cash provided by operating activities   $ 44,565   $ 40,188  
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES              
Additions to rental property   $ (23,834 ) $ (39,347 )
Proceeds from repayment of mortgage note receivable     2,375      
Investments in unconsolidated joint ventures     (4,597 )   (21,083 )
Distributions from unconsolidated joint ventures     4,686     2,239  
Proceeds from sales of rental property     5,469     17,559  
(Increase) decrease in restricted cash     (420 )   513  
   
 
 
  Net cash used in investing activities   $ (16,321 ) $ (40,119 )
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES              
Proceeds from revolving credit facilities   $ 101,000   $ 113,400  
Repayments of revolving credit facilities     (63,625 )   (91,900 )
Repayment of senior unsecured notes     (25,000 )    
Repayments of mortgages and loans payable     (8,913 )   (786 )
Net proceeds from preferred stock issuance     24,836      
Repurchase of common stock     (1,030 )   (152 )
Proceeds from stock options exercised     3,650     12,739  
Payment of dividends and distributions     (45,067 )   (44,069 )
   
 
 
  Net cash used in financing activities   $ (14,149 ) $ (10,768 )
   
 
 
Net increase (decrease) in cash and cash equivalents   $ 14,095   $ (10,699 )
Cash and cash equivalents, beginning of period     1,167     12,835  
   
 
 
Cash and cash equivalents, end of period   $ 15,262   $ 2,136  
   
 
 

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

7



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 March 31, 2003, the Company owned or had interests in 264 properties plus developable land (collectively, the "Properties"). The Properties aggregate approximately 29.2 million square feet, which are comprised of 155 office buildings and 96 office/flex buildings, totaling approximately 28.7 million square feet (which include six office buildings and one office/flex building aggregating 2.1 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 stand-alone retail properties totaling approximately 118,040 square feet (which includes one 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 three land leases. 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 $175,629 and $168,700 (including land of $52,041 and $50,481) as of March 31, 2003 and December 31, 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.

        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

8



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

        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 are 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.

        Effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes SFAS No. 121. SFAS 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. SFAS No. 144 retains the requirements of SFAS 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

9



sale and/or sold from January 1, 2002 forward are presented in discontinued operations for all periods presented. See Note 6.

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 $1,251 and $1,176 for the three months ended March 31, 2003 and 2002, 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 $762 and $990 for the three months ended March 31, 2003 and 2002, respectively.

Restricted Cash

        Restricted cash includes tenant security deposits 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.

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

10



designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. See Note 9—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. 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.

        Reimbursements are received from tenants for certain costs as provided in the lease agreements. These costs generally include real estate taxes, utilities, insurance, common area maintenance and other recoverable costs. See Note 13.

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.

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 may elect to treat one or more 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. The Company has elected to treat certain of its corporate subsidiaries as a TRS. 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 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, where such exercise or conversion would result in a lower EPS amount.

Dividends and Distributions Payable

        The dividends and distributions payable at March 31, 2003 represents dividends payable to common shareholders of record as of April 3, 2003 (57,622,529 shares), distributions payable to

11



minority interest common unitholders (7,811,830 common units) on that same date and preferred distributions payable to preferred unitholders (215,894 preferred units) for the first quarter 2003. The first quarter 2003 common stock dividends and common unit distributions of $0.63 per share and per common unit, as well as the first quarter preferred unit distribution of $18.1818 per preferred unit, were approved by the Board of Directors on March 24, 2003 and paid on April 21, 2003.

        The dividends and distributions payable at December 31, 2002 represents dividends payable to common shareholders of record as of January 6, 2003 (57,490,417 shares), distributions payable to minority interest common unitholders (7,813,806 common units) on that same date and preferred distributions payable to preferred unitholders (215,894 preferred units) for the fourth quarter 2002. The fourth quarter 2002 common stock dividends and common unit distributions of $0.63 per share and per common unit, as well as the fourth quarter preferred unit distribution of $18.1818 per preferred