UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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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
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Page |
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| Part I | Financial Information | |||
Item 1. |
Financial Statements: |
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Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 |
4 |
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Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 |
5 |
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Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 2003 |
6 |
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Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 |
7 |
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Notes to Consolidated Financial Statements |
8-33 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
34-44 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
45 |
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Item 4. |
Controls and Procedures |
45 |
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Part II |
Other Information and Signatures |
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Item 1. |
Legal Proceedings |
46 |
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Item 2. |
Changes in Securities and Use of Proceeds |
46 |
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Item 3. |
Defaults Upon Senior Securities |
46 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
46 |
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Item 5. |
Other Information |
46 |
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Item 6. |
Exhibits and Reports on Form 8-K |
47-52 |
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Signatures |
53 |
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Certifications |
54-55 |
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2
MACK-CALI REALTY CORPORATION
Part IFinancial 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)
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March 31, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|---|---|---|
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(unaudited) |
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| 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 | ||||||||
| Lessaccumulated 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)
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Three Months Ended March 31, |
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2003 |
2002 |
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| 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)
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Preferred Stock |
Common Stock |
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Additional Paid-In Capital |
Dividends in Excess of Net Earnings |
Unamortized Stock Compensation |
Total Stockholders' Equity |
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Shares |
Amount |
Shares |
Par Value |
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| 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)
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Three Months Ended March 31, |
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2003 |
2002 |
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| 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 9Interest 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