UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 3, 2006


                         RECKSON ASSOCIATES REALTY CORP.
                                       and
                       RECKSON OPERATING PARTNERSHIP, L.P.
           (Exact name of each Registrant as specified in its Charter)

Reckson Associates Realty Corp. - Maryland Reckson Associates Realty Corp. - Reckson Operating Partnership, L.P. - Delaware 11-3233650 (State or other jurisdiction of incorporation or organization) Reckson Operating Partnership, L.P. - 11-3233647 (IRS Employer ID Number) 225 Broadhollow Road 11747 Melville, New York (Zip Code) (Address of principal executive offices)
1-13762 (Commission File Number) (631) 694-6900 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On August 3, 2006, Reckson Associates Realty Corp. (the "Company") issued a press release announcing its consolidated financial results for the second quarter ended June 30, 2006. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any registration statement filed by the Company or Reckson Operating Partnership, L.P. under the Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Reckson Associates Realty Corp. Earnings Press Release, dated August 3, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RECKSON ASSOCIATES REALTY CORP. By: /s/ Michael Maturo -------------------------------------- Michael Maturo President, Chief Financial Officer and Treasurer RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its General Partner By: /s/ Michael Maturo -------------------------------------- Michael Maturo President, Chief Financial Officer and Treasurer Date: August 4, 2006 3
                                                                    Exhibit 99.1

PRESS RELEASE
- -------------

Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, NY  11747
(631) 694-6900 (Phone)
(631) 622-6790 (Facsimile)
Contact:  Scott Rechler, CEO
          Michael Maturo, President and CFO


FOR IMMEDIATE RELEASE
- ---------------------

                  Reckson Announces Second Quarter 2006 Results
                  ---------------------------------------------

         Record Level Leasing Activity with 1.1 Million Square Feet of
                 Lease Transactions Completed in Second Quarter

(MELVILLE, NEW YORK, August 3, 2006) - Reckson Associates Realty Corp. (NYSE:
RA) today reported diluted funds from operations (FFO) of $54.4 million, or
$0.63 per share for the second quarter of 2006 including approximately $11.5
million, or $0.13 per share of lease termination fees and a $2.2 million, or
$0.03 per share charge recognized in connection with Reckson's long-term
incentive compensation plan. When adjusted for the lease termination fees and
the charge the Company reported diluted FFO of $45.1 million, or $0.53 per share
for the second quarter of 2006. This compares to diluted FFO of $49.8 million,
or $0.59 per share for the second quarter of 2005.

Reckson reported net income of $19.9 million, or diluted earnings per share
(EPS) of $0.24 for the second quarter of 2006 including $11.3 million for the
aforementioned lease termination fees and a $2.2 million charge for the
aforementioned compensation plan, as compared to $17.8 million, or diluted EPS
of $0.22 for the second quarter of 2005.

Commenting on the Company's performance, Scott Rechler, Reckson's Chief
Executive Officer, stated, "I am extremely pleased with our second quarter
results. Our record level of leasing activity during the second quarter reflects
that the New York Tri-State area markets continue to gain strength as demand for
quality office space continues to outpace supply."

Reckson is canceling its conference call scheduled for August 3, 2006 at 11:00
a.m. ET.

A reconciliation of net income to FFO is in the financial statements
accompanying this press release. Net income is the GAAP measure the Company
believes to be the most directly comparable to FFO.



Summary Portfolio Performance
- -----------------------------

Occupancy Statistics:
Same Property Overall -------------------------------------- -------------------------------- Quarter End Economic (1) Quarter End ----------- ------------ -------------------------------- 6/30/06 3/31/06 2Q'06 1Q'06 6/30/06(2) 3/31/06(2) 6/30/05 ------- ------- ----- ----- ---------- ---------- ------- Total Occupancy: Stabilized Office 94.8% 94.3% 92.8% 93.2% 94.8% 94.2% 94.3% Stabilized Portfolio 93.7% 93.3% 91.9% 92.2% 93.7% 93.3% 93.2% Based on Pro Rata Ownership: Stabilized Office 94.0% 93.3% 91.7% 92.1% 94.0% 93.4% 94.1% Stabilized Portfolio 93.1% 92.7% 91.0% 91.3% 93.1% 92.2% 92.9%
(1) Economic occupancy calculated based on weighted average space generating rental revenue on a straight-line basis. (2) Includes Reckson Platinum Mile portfolio acquired on December 29, 2005. Office same property net operating income (property operating revenues less property operating expenses) (NOI), on a pro rata ownership basis, before termination fees, for the second quarter of 2006 increased 5.5% (on a cash basis) and decreased (0.3)% (on a straight-line rent basis) compared to the second quarter of 2005. Excluding the effect of the 1185 Avenue of the Americas ground rent expense, office same property NOI, on a pro rata ownership basis, before termination fees, for the second quarter of 2006 increased 9.1% (on a cash basis) compared to the second quarter of 2005. Portfolio same property NOI, on a pro rata ownership basis, before termination fees, for the second quarter of 2006 increased 5.4% (on a cash basis) and decreased (0.4)% (on a straight-line rent basis) compared to the second quarter of 2005. Office same property NOI, on an overall basis, before termination fees, for the second quarter of 2006 increased 5.9% (on a cash basis) and 1.0% (on a straight-line rent basis) compared to the second quarter of 2005. Portfolio same property NOI, on an overall basis, before termination fees, for the second quarter of 2006 increased 5.8% (on a cash basis) and 0.9% (on a straight-line rent basis) compared to the second quarter of 2005. Other Highlights - ---------------- Leasing Activity - ---------------- - Completed record level leasing activity, executing 109 lease transactions encompassing 1,073,688 square feet, during the second quarter of 2006, including the execution a long-term lease with the National Hockey League (NHL) for 133,727 square feet at 1185 Avenue of the Americas - Rent performance on renewal and replacement space, on a consolidated basis, during the second quarter of 2006 increased 24.7% (on a straight-line rent basis) and 10.0% (on a cash basis) in the office portfolio - Office leasing transactions executed during the second quarter of 2006 resulted in a 79% renewal rate Miscellaneous Corporate Activity - -------------------------------- - Appointed Dr. Edward Casas to the Company's Board of Directors. Dr. Casas brings a diverse background with varied industry experience to Reckson's board. Dr. Casas is currently a Managing Director and Practice Co-Head of Navigant Capital Advisors, where he oversees activities for all practice areas including the Investment Banking, Restructuring, Valuation and Lender Services advisory groups. Prior to its acquisition by Navigant in 2005, Dr. Casas was the Founding Member and Senior Managing Director of Casas, Benjamin & White, LLC ("CBW"), a leading mergers, acquisitions and financial restructuring firm, where he supervised all aspects of CBW's restructuring engagements. Dr. Casas has significant expertise in working with large groups of creditors, boards of directors and company managements and has led reorganizations in a breadth of industries including business services, construction services, healthcare, information technology, manufacturing and real estate. Dr. Casas' previous positions include President and Chief Executive Officer of PrimeCare International, Inc., Vice President of Mergers & Acquisitions of Caremark International, Inc., Executive Vice President of CES Corporation, Chairman of the Board of Mediq, Inc. and Chairman of the Board of HQ Global. - Announced Reckson's board of directors has authorized the re-institution of the Company's common stock repurchase program, which had been inactive since March 2003. Pursuant to the authority granted by the board, the Company may repurchase up to an aggregate of 5 million shares of its common stock. - Relocating the Company's Long Island corporate headquarters on August 14, 2006 to 625 Reckson Plaza, Uniondale, New York 11556, telephone (516) 506-6000 and facsimile (516) 506-6800. Non-GAAP Financial Measures - --------------------------- Funds from Operations (FFO) - --------------------------- The Company believes that FFO is a widely recognized and appropriate measure of performance of an equity REIT. The Company presents FFO because it considers it an important supplemental measure of the Company's operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing perspective that may not necessarily be apparent from net income. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT). FFO is defined by NAREIT as net income or loss, excluding gains or losses from sales of depreciable properties plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indicator of the Company's operating performance or as an alternative to cash flow as a measure of liquidity. Since all companies and analysts do not calculate FFO in a similar fashion, the Company's calculation of FFO presented herein may not be comparable to similarly titled measures as reported by other companies. Reckson is a self-administered and self-managed real estate investment trust (REIT) specializing in the acquisition, leasing, financing, management and development of Class A office properties. Reckson's core growth strategy is focused on properties located in New York City and the surrounding Tri-State area markets. The Company is one of the largest publicly traded owners, managers and developers of Class A office properties in the New York Tri-State area, and wholly owns, has substantial interests in, or has under contract, a total of 101 properties comprised of approximately 20.2 million square feet. For additional information on Reckson, please visit the Company's web site at www.reckson.com. Financial Statements Attached - ----------------------------- The Supplemental Package and Slide Show Presentation outlining the Company's second quarter 2006 results will be available prior to the Company's quarterly conference call on the Company's web site at www.reckson.com in the Investor Relations section, by e-mail to those on the Company's distribution list, as well as by mail or fax, upon request. To be added to the Company's e-mail distribution list or to receive a copy of the quarterly materials by mail or fax, please contact Susan McGuire, Senior Vice President Investor Relations, Reckson Associates Realty Corp., 225 Broadhollow Road, Melville, New York 11747-4883, investorrelations@reckson.com or (631) 622-6746. Forward-Looking Statements - -------------------------- Certain matters discussed herein, including guidance concerning the Company's future performance, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of results and no assurance can be given that the expected results will be delivered. Such forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those expected. Among those risks, trends and uncertainties are the general economic climate, including the conditions affecting industries in which our principal tenants compete; financial condition of our tenants; changes in the supply of and demand for office properties in the New York Tri-State area; changes in interest rate levels; changes in the Company's credit ratings; changes in the Company's cost of and access to capital; downturns in rental rate levels in our markets and our ability to lease or re-lease space in a timely manner at current or anticipated rental rate levels; the availability of financing to us or our tenants; changes in operating costs, including utility, real estate taxes, security and insurance costs; repayment of debt owed to the Company by third parties; risks associated with joint ventures; liability for uninsured losses or environmental matters; and other risks associated with the development and acquisition of properties, including risks that development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors that could impact Reckson, reference is made to Reckson's filings with the Securities and Exchange Commission. Reckson undertakes no responsibility to update or supplement information contained in this press release. Reckson Associates Realty Corp. (NYSE: RA) Consolidated Balance Sheets (in thousands, except share amounts)
June 30, December 31, 2006 2005 ------------ ------------ Assets: Commercial real estate properties, at cost: Land $ 428,357 $ 430,064 Buildings and improvements 2,886,834 2,823,020 Developments in progress: Land 127,309 123,761 Development costs 137,138 99,570 Furniture, fixtures, and equipment 13,208 12,738 ------------ ------------ 3,592,846 3,489,153 Less: accumulated depreciation (587,317) (532,152) ------------ ------------ Investments in real estate, net of accumulated depreciation 3,005,529 2,957,001 Properties and related assets held for sale, net of accumulated depreciation 68,795 194,297 Investments in real estate joint ventures 46,816 61,526 Investments in mortgage motes and notes receivable 169,784 174,612 Investments in affiliate loans and joint ventures 59,435 59,324 Cash and cash equivalents 32,103 17,468 Tenant receivables 12,804 20,196 Deferred rents receivable 147,000 138,990 Prepaid expenses and other assets 88,982 109,381 Deferred leasing and loan costs (net of accumulated amortization) 81,308 78,411 ------------ ------------ Total Assets $ 3,712,556 $ 3,811,206 ============ ============ Liabilities: Mortgage notes payable $ 464,110 $ 541,382 Unsecured credit facility 92,000 419,000 Senior unsecured notes 1,254,932 980,085 Mortgage notes payable and other liabilities associated with properties held for sale 63,839 84,572 Accrued expenses and other liabilities 118,888 120,994 Deferred revenues and tenant security deposits 70,349 75,903 Dividends and distributions payable 36,582 36,398 ------------ ------------ Total Liabilities 2,100,700 2,258,334 ------------ ------------ Minority partners' interests in consolidated partnerships 263,475 217,705 Preferred unit interest in the operating partnership 1,200 1,200 Limited partners' minority interest in the operating partnership 34,800 33,498 ------------ ------------ 299,475 252,403 ------------ ------------ Commitments and contingencies - - Stockholders' Equity: Preferred Stock, $.01 par value, 25,000,000 shares authorized - - Common Stock, $.01 par value, 200,000,000 shares authorized 83,217,550 and 82,995,931 shares issued and outstanding, respectively 832 830 Accumulated other comprehensive income 2,186 1,819 Treasury Stock, 3,318,600 shares (68,492) (68,492) Retained earnings 63,002 56,868 Additional paid in capital 1,314,853 1,309,444 ------------ ------------ Total Stockholders' Equity 1,312,381 1,300,469 ------------ ------------ Total Liabilities and Stockholders' Equity $ 3,712,556 $ 3,811,206 ============ ============ Total debt to market capitalization (a): 35.2% 40.1% ============ ============
- --------- (a) Total debt includes the Company's pro rata share of consolidated and unconsolidated joint venture debt. Reckson Associates Realty Corp. (NYSE: RA) Consolidated Statements of Income (in thousands, except share amounts)
Three Months Ended Six Months Ended June 30, June 30, ============================= ============================= 2006 2005 2006 2005 ----------------------------- ----------------------------- Property Operating Revenues: Base rents $ 128,575 $ 118,048 $ 244,660 $ 230,458 Tenant escalations and reimbursements 19,235 17,324 38,303 35,102 ----------------------------- ----------------------------- Total property operating revenues 147,810 135,372 282,963 265,560 ----------------------------- ----------------------------- Property Operating Expenses: Operating expenses 32,821 29,710 68,805 61,116 Real estate taxes 24,153 21,506 48,404 42,840 ----------------------------- ----------------------------- Total property operating expenses 56,974 51,216 117,209 103,956 ----------------------------- ----------------------------- Net Operating Income 90,836 84,156 165,754 161,604 ----------------------------- ----------------------------- Gross Margin percentage 61.5% 62.2% 58.6% 60.9% ----------------------------- ----------------------------- Other Income: Gains on sale of real estate - - 35,393 - Interest income on mortgage notes and notes receivable 5,502 3,333 11,001 5,780 Interest, investment income and other 2,329 454 14,406 1,134 Equity in earnings of real estate joint ventures 1,815 83 2,211 234 ----------------------------- ----------------------------- Total other income 9,646 3,870 63,011 7,148 ----------------------------- ----------------------------- Other Expenses: Interest: Expense 27,216 27,259 55,205 50,825 Amortization of deferred financing costs 1,017 1,068 2,139 2,059 Depreciation and amortization 36,047 31,219 68,883 59,638 Marketing, general and administrative 9,475 8,241 18,957 16,236 Long-term incentive compensation expense 2,232 - 5,855 - ----------------------------- ----------------------------- Total other expenses 75,987 67,787 151,039 128,758 ----------------------------- ----------------------------- Income from continuing operations before minority interests and discontinued operations 24,495 20,239 77,726 39,994 Minority partners' interests in consolidated partnerships (3,850) (3,848) (7,946) (7,628) Limited partners' minority interest in the operating partnership (693) (626) (2,242) (1,317) ----------------------------- ----------------------------- Income before discontinued operations 19,952 15,765 67,538 31,049 Discontinued operations, net of minority interests: Gains on sales of real estate - 175 9,286 175 Income (loss) from discontinued operations (51) 1,826 819 3,896 ----------------------------- ----------------------------- Net income $ 19,901 $ 17,766 $ 77,643 $ 35,120 ============================= ============================= Basic net income per weighted average common share: Common stock - income from continuing operations $ 0.24 $ 0.20 $ 0.40 $ 0.38 Gains on sales of real estate - - 0.41 - Discontinued operations - 0.02 0.12 0.05 ----------------------------- ----------------------------- Basic net income per common share $ 0.24 $ 0.22 $ 0.93 $ 0.43 ============================= ============================= Basic weighted average common shares outstanding 83,212,000 81,882,000 83,140,000 81,493,000 ============================= ============================= Diluted net income per weighted average common share $ 0.24 $ 0.22 $ 0.93 $ 0.43 ============================= ============================= Diluted weighted average common shares outstanding 83,709,000 82,290,000 83,647,000 81,908,000 ============================= =============================
Reckson Associates Realty Corp. (NYSE: RA) Funds From Operations (in thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, ============================ =========================== 2006 2005 2006 2005 ---------------------------- --------------------------- Net income $ 19,901 $ 17,766 $ 77,643 $ 35,120 Add: Real estate depreciation and amortization 33,505 30,175 65,656 57,488 Minority partners' interests in consolidated partnerships 7,382 6,791 14,616 13,503 Limited partners' minority interest in the operating partnership 491 570 1,931 1,267 Less: Amounts distributable to minority partners in consolidated partnerships 6,860 5,478 13,205 11,202 Gains on sales of depreciable real estate - - 44,669 - ---------------------------- --------------------------- Basic and Diluted Funds From Operations ("FFO") $ 54,419 $ 49,824 $ 101,972 $ 96,176 ============================ =========================== Diluted FFO calculations: Weighted average common shares outstanding 83,212 81,882 83,140 81,493 Weighted average units of limited partnership interest outstanding 2,008 2,582 2,017 2,896 ---------------------------- --------------------------- Basic weighted average common shares and units outstanding 85,220 84,464 85,157 84,389 Adjustments for dilutive FFO weighted average shares and units outstanding: Common stock equivalents 497 408 507 415 Limited partners' preferred interest 41 41 41 41 ---------------------------- --------------------------- Total diluted weighted average shares and units outstanding 85,758 84,913 85,705 84,845 ============================ =========================== Diluted FFO per weighted average share or unit $ 0.63 $ 0.59 $ 1.19 $ 1.13 Diluted weighted average dividends per share $ 0.42 $ 0.42 $ 0.85 $ 0.85 Diluted FFO payout ratio 66.9% 72.4% 71.4% 75.0% FFO Data excluding non recurring charges: Diluted FFO per weighted average share or unit $ 0.66 $ 0.59 $ 1.26 $ 1.13 Diluted weighted average dividends per share $ 0.42 $ 0.42 $ 0.85 $ 0.85 Diluted FFO payout ratio 64.3% 72.4% 67.6% 75.0% ==================================================================================================================================
Reckson Associates Realty Corp. (NYSE: RA) Cash Available for Distribution (in thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, ============================ ============================ 2006 2005 2006 2005 ---------------------------- ---------------------------- Basic Funds From Operations $ 54,419 $ 49,824 $ 101,972 $ 96,176 Less: Straight line rents and other FAS 141 non-cash rent adjustments 5,854 11,992 13,933 19,918 Committed non-incremental capitalized tenant improvements and leasing costs 14,954 8,272 22,104 19,041 Actual non-incremental capitalized improvements 3,234 2,059 5,419 5,074 Add: Amortization of equity grants (a) 4,365 1,870 9,980 3,356 ---------------------------- ---------------------------- Basic and Diluted Cash Available for Distribution ("CAD") $ 34,742 $ 29,371 $ 70,496 $ 55,499 ============================ ============================ Diluted CAD calculations: Weighted average common shares outstanding 83,212 81,882 83,140 81,493 Weighted average units of limited partnership interest outstanding 2,008 2,582 2,017 2,896 ---------------------------- ---------------------------- Basic weighted average common shares and units outstanding 85,220 84,464 85,157 84,389 Adjustments for dilutive CAD weighted average shares and units outstanding: Common stock equivalents 497 408 507 415 Limited partners' preferred interest 41 41 41 41 ---------------------------- ---------------------------- Total diluted weighted average shares and units outstanding 85,758 84,913 85,705 84,845 ============================ ============================ Diluted CAD per weighted average share or unit $ 0.41 $ 0.35 $ 0.82 $ 0.65 Diluted weighted average dividends per share $ 0.42 $ 0.42 $ 0.85 $ 0.85 Diluted CAD payout ratio 104.9% 122.8% 103.3% 129.9% ==================================================================================================================================
(a) - Includes estimated charges of $2.2 million and $5.9 million related to a long-term incentive compensation plan for the three & six month periods ended June 30, 2006.