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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 333-57103-01

Mack-Cali Realty, L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  22-3315804
(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.





MACK-CALI REALTY, L.P.

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 Partners' Capital 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 - 34

 

 

Item 2.

 

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

 

35 - 47

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

47

 

 

Item 4.

 

Controls and Procedures

 

48

Part II

 

Other Information and Signatures

 

 

 

 

Item 1.

 

Legal Proceedings

 

49

 

 

Item 2.

 

Changes in Securities and Use of Proceeds

 

49

 

 

Item 3.

 

Defaults Upon Senior Securities

 

49

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

49

 

 

Item 5.

 

Other Information

 

49

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

 

50 - 55

 

 

 

 

Signatures

 

56

 

 

 

 

Certifications

 

57 - 58

2



MACK-CALI REALTY, L.P.

Part I—Financial Information

Item I. Financial Statements

        The accompanying unaudited consolidated balance sheets, statements of operations, of changes in Partners' Capital, 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, L.P.'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, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per unit 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 PARTNERS' CAPITAL

 

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  
   
 
 
Commitments and contingencies              
Partners' Capital:              
General Partner, 10,000 and 0 preferred units outstanding     24,836      
Limited partners, 215,894 and 215,894 preferred units outstanding     221,445     221,445  
General Partner, 57,592,309 and 57,318,478 common units outstanding     1,451,067     1,454,194  
Limited partners, 7,811,830 and 7,813,806 common units outstanding     207,710     208,591  
   
 
 
    Total partners' capital     1,905,058     1,884,230  
   
 
 
Total liabilities and partners' capital   $ 3,809,480   $ 3,796,429  
   
 
 

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

4



MACK-CALI REALTY, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit 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 equity in earnings of unconsolidated joint ventures     34,265     44,265  
Equity in earnings of unconsolidated joint ventures, net     2,380     (1,305 )
   
 
 
Income from continuing operations     36,645     42,960  
Discontinued operations:              
  Income from discontinued operations     30     186  
  Realized gain on disposition of rental property     1,324      
   
 
 
Total discontinued operations, net     1,354     186  
Realized gains (losses) and unrealized losses on disposition of rental property, net         7,098  
   
 
 
Net income     37,999     50,244  
Preferred unit distributions     (3,925 )   (3,943 )
   
 
 
Net income available to common unitholders   $ 34,074   $ 46,301  
   
 
 
Basic earnings per common unit:              
Income from continuing operations   $ 0.50   $ 0.72  
Discontinued operations     0.02      
   
 
 
Net income   $ 0.52   $ 0.72  
   
 
 
Diluted earnings per common unit:              
Income from continuing operations   $ 0.50   $ 0.70  
Discontinued operations     0.02      
   
 
 
Net income   $ 0.52   $ 0.70  
   
 
 
Distributions declared per common unit   $ 0.63   $ 0.62  
   
 
 
Basic weighted average units outstanding     65,040     64,751  
   
 
 
Diluted weighted average units outstanding     65,146     71,461  
   
 
 

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

5



MACK-CALI REALTY, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL

For the Three Months Ended March 31, 2003

(in thousands)

(unaudited)

 
  General
Partner
Preferred
Units

  Limited
Partners
Preferred
Units

  General
Partner
Common
Units

  Limited
Partners
Common
Units

  General
Partner
Preferred
Unitholders

  Limited
Partners
Preferred
Unitholders

  General
Partner
Common
Unitholders

  Limited
Partners
Common
Unitholders

  Total
 
Balance at January 1, 2003     216   57,318   7,813       $ 221,445   $ 1,454,194   $ 208,591   $ 1,884,230  
  Net income                 3,925     29,981     4,093     37,999  
  Distributions                 (3,925 )   (36,302 )   (4,921 )   (45,148 )
  Issuance of preferred stock   10         $ 24,836                 24,836  
  Redemption of limited partner units for shares of common stock       2   (2 )           53     (53 )    
  Contributions—proceeds from stock options exercised       138               3,650         3,650  
  Stock options expense                     38         38  
  Deferred compensation plan for directors                     56         56  
  Issuance of Restricted Stock Awards       169               40         40  
  Amortization of stock compensation                     387         387  
  Repurchase of general partner units       (35 )             (1,030 )       (1,030 )
   
 
 
 
 
 
 
 
 
 
Balance at March 31, 2003   10   216   57,592   7,811   $ 24,836   $ 221,445   $ 1,451,067   $ 207,710   $ 1,905,058  
   
 
 
 
 
 
 
 
 
 

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

6



MACK-CALI REALTY, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
CASH FLOWS FROM OPERATING ACTIVITIES              
Net income   $ 37,999   $ 50,244  
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     (2,380 )   1,305  
  Realized (gains) losses and unrealized losses on disposition of rental property, net     (1,324 )   (7,098 )
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 units     (1,030 )   (152 )
Proceeds from stock options exercised     3,650     12,739  
Payment of 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, L.P. 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, L.P., a Delaware limited partnership, and its subsidiaries (the "Operating Partnership") was formed on May 31, 1994 to conduct the business of leasing, management, acquisition, development, construction and tenant-related services for its sole general partner, Mack-Cali Realty Corporation and its subsidiaries (the "Corporation" or "General Partner"). The Operating Partnership, through its operating divisions and subsidiaries, including the Mack-Cali property-owning partnerships and limited liability companies (collectively, the "Property Partnerships"), as described below, is the entity through which all of the General Partner's operations are conducted.

        The General Partner is a fully integrated, self-administered, self-managed real estate investment trust ("REIT"). The General Partner controls the Operating Partnership as its sole general partner, and owned an 88.1 percent and 88.0 percent common unit interest in the Operating Partnership as of March 31, 2003 and December 31, 2002, respectively.

        The General Partner's business is the ownership of interests in and operation of the Operating Partnership, and all of the General Partner's expenses are incurred for the benefit of the Operating Partnership. The General Partner is reimbursed by the Operating Partnership for all expenses it incurs relating to the ownership and operation of the Operating Partnership. The Operating Partnership earns a management fee of between three percent and five percent of revenues, as defined, for its management of the Property Partnerships.

        As of March 31, 2003, the Operating Partnership 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 Operating Partnership 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 include one retail property totaling approximately 100,740 square feet owned by an unconsolidated joint venture in which the Operating Partnership has an investment interest), one hotel (which is owned by an unconsolidated joint venture in which the Operating Partnership 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 Operating Partnership, its majority-owned and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P. See Investments in Unconsolidated Joint Ventures in Note 2 for the Operating Partnership'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.

8



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 Operating Partnership considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Operating Partnership 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 Operating Partnership'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 Operating Partnership'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 Operating Partnership's rental properties is impaired.

9



Rental Property Held for Sale and Discontinued Operations

        When assets are identified by management as held for sale, the Operating Partnership 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 Operating Partnership 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 Operating Partnership 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 Operating Partnership prior to January 1, 2002 are presented in the accompanying financial statements in a manner consistent with the presentation prior to January 1, 2002. Properties identified as held for sale and/or sold from January 1, 2002 forward are presented in discontinued operations for all periods presented. See Note 6.

Investments in Unconsolidated Joint Ventures, Net

        The Operating Partnership accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Operating Partnership 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 Operating Partnership'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 Operating Partnership'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.

10



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 Operating Partnership 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 Operating Partnership 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 Operating Partnership's rights or obligations under the applicable derivative contract. For derivatives designated as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income ("OCI") and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period. See Note 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 Operating Partnership, income from tenants for early